TCR_Public/031015.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, October 15, 2003, Vol. 7, No. 204   

                          Headlines

866 3RD NEXT: Wants More Time to File Schedules and Statements
AIR CANADA: WSIB Seeks CCAA Stay Relief to Make L/C Draw
AMERCO: Will Issue New Debt Securities Under Proposed Plan
AMERISTAR CASINOS: Will Publish Third-Quarter Results on Oct. 28
ARMSTRONG: Unsecured Committee Moves to Block Plan Confirmation

ASPECT COMMS: Receives "Strong Positive" Rating from Gartner Inc
ATA HOLDINGS: Will Webcast Q3 Conference Call on October 21
ATA HOLDINGS: Extends Exchange Offers for 10-1/2% & 9-5/8% Notes
AURORA FOODS: Richard Lehmann Highlights Aurora in Expert Column
AZUREL LTD: Must Raise Additional Capital to Continue Operations

BALDWIN CRANE: Voluntary Chapter 11 Case Summary
BEAR STEARNS COMM'L: Class E Mortgage Rating Cut to Low-B Level
BEVERLY ENTERPRISES: Proposes $100MM Conv. Sub. Debt Offering
CHC INDUSTRIES: First Creditors' Meeting Slated for November 4
CHESAPEAKE CROSSING: Wants Court Go-Signal to Tap Marcus Santoro

CHIQUITA BRANDS: Will Publish Third-Quarter Results on Oct. 30
CONE MILLS: Defaults Highlighted in Richard Lehmann's Analysis
CORRECTIONS CORP: Determines Ser. B Preferreds Fair Market Value
DOBSON: Inks Definitive Pact with Cingular to Exchange Markets
ENRON CORP: Pushing for Approval of Transition Services Pacts

EXIDE TECHNOLOGIES: Wants Nod to Access $550-Mill. Exit Facility
FARMLAND FOODS: Smithfield Pitches Winning Bid for Pork Division
FEDERAL-MOGUL: Court Disallows 35 Duplicate Noteholder Claims
FUTUREONE: Court Fixes Oct. 27 Post-Petition Claims Bar Date
FX ENERGY: Liquidity Constraints Raise Going Concern Uncertainty

GAP INC: Hires Nick J. Cullen as New EVP and Supply Chain Head
GEMSTAR-TV: Will Publish Third-Quarter Results on November 13
GENERAL DATACOMM: PricewaterhouseCoopers Bows Out as Accountants
GLOBAL CROSSING: Wins Multi-Year Contract with Vonage
GLOBAL CROSSING: Wants Nod for Treatment of Intercompany Debts

GRADCO SYSTEMS: Directors Approve Proposed Merger Terms
HARRAH'S ENTERTAINMENT: Agrees to Buy Slot Machines from IGT
HOLLYWOOD ENTERTAINMENT: Sept. Working Capital Deficit Tops $35M
IESI CORP: S&P Rates $400 Million Senior Secured Debt at B+
IRVINE SENSORS: John C. Carson Discloses 9.9% Equity Stake

J.P. MORGAN: S&P Affirms 3 Note Class Ratings at Lower-B Level
LEAP WIRELESS: Exclusive Periods Extended for 90 More Days
LEFT RIGHT MARKETING: Hires Beckstead and Watts as New Auditors
LEGAL CLUB OF AMERICA: Ability to Continue Operations Uncertain
MAJESTIC STAR CASINO: Corporate Credit Rating Upped to B+ from B

MERRILL LYNCH: Low-B Ratings on Class E & F Notes on Watch Neg.
MILLER IND.: Obtains Commitment to Refinance Credit Facilities
MIRANT CORP: Secures Final Approval of Paul Hastings Engagement
MOHEGAN TRIBAL: Commences 6-3/8% Senior Sub Notes Exchange Offer
M WAVE INC: Reports Significant Developments in Restructuring

NAT'L CENTURY: Ex-Directors Want Stay Enforced on Pending Suits
NEXTEL COMMS: Completes Service Level Agreement with Cingular
OGLEBAY NORTON: Default Highlighted in Richard Lehmann Analysis
PAN AMERICAN GEN: UST Set to Meet with Creditors on November 19
PERKINELMER INC: Look for Third-Quarter Results on October 22

PG&E NATIONAL: Court Clears Amended Severance & Retention Plans  
PILLOWTEX CORP: Delivers Schedules and Statements to Court
POLAROID CORP: Court Okays Proposed Plan Solicitation Protocol
RAILAMERICA: Report Slight Increase in Carloads for September
RICA FOODS: Resumes Shares Trading on AMEX Effective October 13

RIVIERA HOLDINGS: Will Hold Q3 Conference Call on Oct. 21, 2003
SAFETY-KLEEN: Hires Morgan Lewis as Litigation Insurance Counsel
SAMSONITE CORP: Canadian Imperial Discloses 28.4% Equity Stake
SK GLOBAL: Has Until December 22 to Make Lease-Related Decision
SKYLINE MULTIMEDIA: June Working Capital Deficit Widens to $13MM

SMITHFIELD FOODS: Selected as Winning Bidder for Farmland Foods
SMITHFIELD FOODS: Patience Pays Off in Winning Bid for Farmland
SPEEDEMISSIONS: Ex-Auditor Ramirez Expresses Going Concern Doubt
STRUCTURED ASSET: Ser. 2001-3 Class B Rating Down to Low-B Level
TENET HEALTHCARE: Names Carol Bradley New Chief Nursing Officer

TRITON PCS: Holding 3rd Quarter Conference Call on October 30
TRUMP HOTELS: Look for 3rd-Quarter Financial Results on Oct. 30
TYCO: Taps Trammel Crow to Render Real Estate Brokerage Services
UNITED AIRLINES: Wants Court Approval for Airbus Lease Agreement
UNITEDGLOBALCOM INC: UGC Europe Appoints Special Committee

UNOVA INC: Will Host Third-Quarter Conference Call on October 27
US AIRWAYS: Limbach Company Demands Payment of Cure Obligations
U.S. STEEL: Third-Quarter Conference Call Scheduled for Oct. 28
VALCOM: Executes Definitive Agreement With O. Atlas Enterprises
VENTURE HOLDINGS: All Proofs of Claim Due Today

VERITAS SOFTWARE: Appoints Greg Hughes EVP of Global Services
WEIRTON STEEL: Classification and Treatment of Claims Under Plan
WEYERHAEUSER: Fitch Cuts Unsecured Debt Rating to BB+
WORLDCOM INC: Court Approves Virginia Dept. of Corrections Pact
XM SATELLITE: Will Conduct Q3 2003 Conference Call on November 6

* Adelman Lavine Gold and Levin's Philadelphia Office Relocates
* Donald J. Mares Joins Fleishman & Shapiro as Special Counsel
* Fitch Says High Yield Energy Merchants Refundings Only S-T Fix
* Southern District of Mississippi Bankruptcy Court Relocates
* Tax Lien Sale Symposium at Hilton New York Slated for Friday

* Meetings, Conferences and Seminars

                          *********

866 3RD NEXT: Wants More Time to File Schedules and Statements
--------------------------------------------------------------
866 3rd Next Generation Hotel LLC is asking the U.S. Bankruptcy
Court for the Southern District of New York for an extension of
time to file its schedule of assets and liabilities and statement
of financial affairs required under 11 U.S.C. Sec. 521(1) and Rule
1007 of the Federal Rules of Bankruptcy Procedure.

The Debtor reports that substantially all of its books and records
are in the possession or control of Marriott International.
Accordingly, the Debtor does not have the information necessary to
complete the Schedules required to be filed.  Currently, the
Debtor is asking Marriott International to turnover these
documents.  As a result, the Debtor seeks a 60-day extension
through December 23, 2003.

Headquartered in New York, New York, 866 3rd Next Generation
Hotel, LLC, owns a commercial condominium unit located at 866
Third Avenue, New York, New York, which premises are maintained as
a hotel and operated under the name "Midtown Courtyard by
Marriott."  The Company filed for chapter 11 protection on October
09, 2003 (Bankr. S.D.N.Y. Case No. 03-16375). Gerard Sylvester
Catalanello, Esq., and Lawrence P. Gottesman, Esq., at Brown
Raysman Millstein Felder & Steiner LLP represent the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed over $50 million in both assets and
debts.


AIR CANADA: WSIB Seeks CCAA Stay Relief to Make L/C Draw
--------------------------------------------------------
The Workplace Safety and Insurance Board asks Mr. Justice Farley
to lift the CCAA stay so it may make a demand for payment to Air
Canada for the purpose of calling upon a letter of credit given
by The Bank of Nova Scotia on October 11, 2002.

The Letter of Credit was issued pursuant to arrangements made
between The Bank of Nova Scotia, as lender, and Air Canada, as
borrower, in a credit agreement dated October 1, 2002.  Pursuant
to Facility A of the Credit Agreement, The Bank of Nova Scotia,
on an uncommitted basis, agreed to provide a CND38,000,000
revolving facility for the issuance of certain letters of credit.  
These letters of credit were to be issued solely to beneficiaries
who were workers compensations boards or equivalent government
authority serving similar purposes or any Canadian provincial,
federal or foreign governmental authority in relation to
licensee, immigration, customs or taxes.

To secure its obligations under Facility A, Air Canada maintains
an account with market value equal to 105% of the sum of the
Letter of Credit and the aggregate of the loans made under
Facility A, then outstanding, as collateral.  Pursuant to an
October 1, 2002 Deposit Account Agreement and Hypothec, Air
Canada hypothecated, as collateral security in The Bank of Nova
Scotia's favor, CND50,000,000 in aggregate, including the
Account.  Under the Deposit Agreement, all rights of ownership in
collateral in the Account were vested in The Bank of Nova Scotia,
which was given the unconditional right to apply the whole or any
part of the amount in the Account in payment of Air Canada's
Facility A obligations even if the obligations will not then have
matured or become exigible.

                 The Bank of Nova Scotia Responds

Lee Origoni, The Bank of Nova Scotia Assistant General Manager
for Special Accounts Management, informs the Court that Air
Canada and The Bank of Nova Scotia had discussions concerning
renewing the Workplace Safety and Insurance Board Letter of
Credit.  Unfortunately, those discussions have not yet led to an
agreement in this regard.  Air Canada may deal with the Board's
request by providing a waiver of the CCAA stay to permit the
Board to make a payment demand for the purpose of calling on the
Letter of Credit.  The Bank of Nova Scotia advised Air Canada,
Ernst & Young Inc., as Monitor, and the DIP Lenders that if a
waiver were given to the Board, it would also seek a waiver so it
may realize on the collateral it holds for the Letter of Credit.

In the event a waiver of the CCAA stay is given to Workplace
Safety and Insurance Board, The Bank of Nova Scotia asks Mr.
Justice Farley to lift the stay to the extent necessary so it may
realize on the cash collateral with respect to the Letter of
Credit. (Air Canada Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


AMERCO: Will Issue New Debt Securities Under Proposed Plan
----------------------------------------------------------
For purposes of the Plan and Section 1145 of the Bankruptcy Code,
SAC Holding will be an affiliate of the AMERCO Debtors.  On the
Effective Date, SAC Holding will be deemed to have issued the SAC
Holding Senior Notes, the Reorganized Debtors will be deemed to
have issued the remainder of the New Debt Securities, and the
Reorganized Debtors will be deemed to have issued the New Term
Loan A Notes.  

The New Debt Securities that will be issued pursuant to the Plan
as currently contemplated are:

A. New Term Loan B Notes

   The New Term Loan B Notes will be issued by the Reorganized
   Debtors pursuant to an indenture to holders of Class 1
   Claims, Class 6 Claims and Class 7 Claims.  The original
   aggregate principal amount of the New Term Loan B Notes will
   equal an amount not to exceed $200,000,000.  The New Term
   Loan B Notes will mature no later than seven years from the
   date of issuance.  Holders of the New Term Loan B Notes will
   receive interest only payments semi-annually at a rate to be
   determined by prevailing market conditions at the time of
   issuance.  The New Term Loan B Notes will be secured by
   substantially all of the assets of the Reorganized Debtors
   and their domestic subsidiaries except for assets
   specifically excluded as part of the Exit Financing Facility.
   The New Term Loan B Notes will rank senior to all unsecured
   obligations of the Reorganized Debtors, and will rank junior
   to the New Term Loan A Notes and the Revolver debt issued
   under the revolving credit facility of the Exit Financing
   Facility.

B. New Amerco Notes

   The New AMERCO Notes will be issued pursuant to an indenture
   issued by the Reorganized Debtors to holders of Allowed Class
   7 Claims.  The original aggregate principal amount of the New
   AMERCO Notes will equal the total amount of the Allowed Class
   7 Claims, minus the amount of the Cash, SAC Holding Senior
   Notes and the New Term Loan B Notes distributed to the AMERCO
   Unsecured Claimholders in Class 7 pursuant to the Plan.  The
   New AMERCO Notes will mature no later than 10 years after the
   date of issuance.  Holders of the New AMERCO Notes will
   receive interest only payments at a rate of 11.0% payable
   semi-annually.  The New AMERCO Notes will be secured by
   certain of the assets of the Reorganized Debtors and their
   domestic subsidiaries, and certain assets specifically
   excluded as part of the Exit Financing Facility.  The New
   AMERCO Notes will rank senior to all unsecured obligations of
   the Reorganized Debtors, and will rank junior to the New Term
   Loan A Notes, the New Term Loan B Notes and the Revolver debt
   issued under the revolving credit facility of the Exit
   Financing Facility.

C. SAC Holding Senior Notes

   The SAC Holding Senior Notes will be issued pursuant to an
   indenture issued by SAC Holding Corporation and SAC Holding
   II Corporation to holders of Class 7 Claims.  The original
   aggregate principal amount of the SAC Holding Senior Notes
   will equal $200,000,000.  The SAC Holding Senior Notes will
   mature no later than 10 years from the date of issuance.
   Holders of the SAC Holding Senior Notes will receive interest
   only payments at a rate of 8.0% payable semi-annually. (AMERCO
   Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service,
   Inc., 609/392-0900)


AMERISTAR CASINOS: Will Publish Third-Quarter Results on Oct. 28
----------------------------------------------------------------
Ameristar Casinos, Inc. (Nasdaq: ASCA) plans to release its third
quarter 2003 earnings report on Tuesday, October 28 at 7 p.m.
Eastern Time.  A conference call discussing the company's
quarterly earnings is scheduled to follow the news release
distribution on Wednesday, October 29 at 3 p.m. Eastern Time.

Conference call participants are requested to dial in at least
five minutes early to ensure a prompt start.  The telephone number
is (800) 361-0912.

Ameristar's quarterly earnings conference call will be recorded,
and can be replayed until November 7, 2003 at 8 p.m. Eastern Time.  
To listen to the replay, call (888) 203-1112.  The replay access
code number is 337800.

Ameristar Casinos, Inc. (Nasdaq: ASCA) -- whose 10-3/4% Notes due
Feb. 2009 are rated 'B3' by Moody's and 'B' by Standard & Poor's
-- is an innovative, Las Vegas-based gaming and entertainment
company known for its distinctive, quality conscious hotel-casinos
and value orientation.  Led by President and Chief Executive
Officer Craig H. Neilsen, the organization's roots go back nearly
five decades to a tiny roadside casino in the high plateau country
that borders Idaho and Nevada. Publicly held since November 1993,
the corporation owns and operates six properties in Nevada,
Missouri, Iowa and Mississippi, two of which carry the prestigious
American Automobile Association's Four Diamond designation.
Ameristar's Common Stock is traded on the NASDAQ National Market
System under the symbol: ASCA.

Visit Ameristar Casinos' Web site at
http://www.ameristarcasinos.comfor more information.


ARMSTRONG: Unsecured Committee Moves to Block Plan Confirmation
---------------------------------------------------------------
Confirmation of the Armstrong Holdings Debtors' Plan before
Congress determines the fate of the "Fairness in Asbestos Injury
Resolution Act of 2003" could severely and permanently impair
distributions otherwise available to the Debtors' unsecured
creditors, the Official Committee of Unsecured Creditors complains
to Judge Newsome.  

Shelley A. Kinsellsa, Esq., at Cozen & O'Connor in Wilmington,
argues that confirmation of the Plan may not be in the best
interests of the Debtors' estates.

The Creditors' Committee reserves the right to withdraw its
objection if it becomes apparent that no realistic possibility
exists of passage of the FAIR Act in the foreseeable future.  In
addition, the Creditors' Committee reserves the right to
supplement its objection if the Debtors' general unsecured
creditors vote to reject the Plan and the Debtors nevertheless
choose to go forward with the confirmation hearing. (Armstrong
Bankruptcy News, Issue No. 48; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


ASPECT COMMS: Receives "Strong Positive" Rating from Gartner Inc
----------------------------------------------------------------
Aspect Communications Corporation (Nasdaq: ASPT), the leading
provider of enterprise customer contact solutions, announced that
Gartner Inc. rated Aspect "strong positive" in its October
strategic analysis report, "MarketScope: Workforce Management
Software for the Contact Center." Gartner defines "strong  
positive" vendors as solid providers of strategic products,
services or solutions, advising current customers to "continue
investments" and potential customers to "consider this vendor a
strong strategic choice." The range of ratings includes strong
positive, positive, promising, caution and strong negative.

To evaluate vendors, Gartner examines their financial viability
and market commitment, including the ability of a vendor to
generate sustainable revenue and profit. In addition, Gartner
examines whether a vendor has demonstrated a commitment and
investment (such as research and development, marketing and sales)
to be successful in this market. Other criteria include the
following:

    -- Product features and technology and market innovation (that
       is, the delivery of new and innovative functionality)

    -- Marketing momentum (for example, partnerships, distribution
       channels and sales effectiveness.

    -- Overall project costs and benefits

    -- References (that is, the number of high-quality references
       Gartner speaks to that substantiate the technical, support
       and marketing claims of the vendor for this product)

Gartner's CRM research director, Wendy Close, prepared the report,
which is available for purchase at http://www.gartner.com

Aspect eWorkforce Management improves contact center efficiency by
automating the complexities associated with staff scheduling.
Built on TCS's industry-acclaimed technology, Aspect's solution
handles forecasting, scheduling and intra-day tracking and is
designed specifically for today's single-site, multisite,
multiskill or multichannel contact center.

Aspect is renowned for its leadership in workforce management and
is now bringing that proficiency to small and mid-sized businesses
with the recent launch of Iphinity Workforce Management (WFM).
Aspect Iphinity WFM is a complete, bundled offering -- a feature-
rich, affordable, turnkey solution built to meet both the business
requirements and financial resources of this unique set of
customers. In addition, Aspect recently announced Aspect
Performance Optimization for eWorkforce Management, the first in a
series of analytical and reporting applications for delivering
actionable, timely information and optimizing operational
performance for contact center managers, supervisors and agents
alike.

Aspect Communications Corporation (S&P, B Corporate Credit Rating,
Positive) is the world's largest company focused exclusively on
contact center solutions, and the only one that unifies workforce,
information and communications to deliver exceptional customer
service. The Aspect brand is trusted by more than 75 percent of
the Fortune 50, and more than 3 million customer sales and service
professionals worldwide rely on Aspect's mission-critical business
communications solutions. The company's leadership is based on 18
years of expertise gained from more than 8,000 successful
implementations worldwide. Aspect is headquartered in San Jose,
Calif., with 24 offices in 11 countries around the world. For more
information, visit Aspect's Web site at http://www.aspect.com


ATA HOLDINGS: Will Webcast Q3 Conference Call on October 21
-----------------------------------------------------------
ATA Holdings Corp. (Nasdaq:ATAH), parent company of ATA Airlines,
Inc., will release third quarter financial results on Oct. 21. The
public is invited to listen to a live webcast of the Company's
earnings conference call, which is scheduled to begin at 3 p.m.
Eastern Time. To access the webcast, click onto
http://www.ata.com/about_ata/inv_rel.html  

The conference call will be archived on ata.com for future
listening.

Now celebrating its 30th year of operation, ATA (S&P, CCC
Corporate Credit Rating, Developing) is the nation's 10th largest
passenger carrier based on revenue passenger miles. ATA operates
significant scheduled service from Chicago-Midway, Hawaii,
Indianapolis, New York and San Francisco to more than 40 business
and vacation destinations. To learn more about the company, visit
the Web site at http://www.ata.com


ATA HOLDINGS: Extends Exchange Offers for 10-1/2% & 9-5/8% Notes
----------------------------------------------------------------
ATA Holdings Corp. (Nasdaq:ATAH), the parent company of ATA
Airlines, Inc., extends of its offers to exchange:

-- newly issued 11 percent Senior Notes due 2009 and cash
   consideration for any and all of the $175 million outstanding
   principal amount of its 10-1/2 percent Senior Notes due 2004;
   and

-- newly issued 10-1/8 percent Senior Notes due 2010 and cash
   consideration for any and all of the $125 million outstanding
   principal amount of its 9-5/8 percent Senior Notes due 2005.

As part of the Exchange Offers, the Company is also seeking
solicitations of consents to amend the indentures under which the
Existing Notes were issued. The Company has extended the
expiration date of the Exchange Offers until 5 p.m., New York City
Time, on October 24, 2003, unless further extended by the Company.
In addition, the Company has extended the deadline for holders of
Existing Notes to deliver consents and receive the consent payment
to October 24, 2003, unless further extended by the Company.

The Company is currently in discussions with a group of holders of
the Existing Notes with respect to their participation in the
Exchange Offers, and it has extended the Exchange Offers to
facilitate these discussions.

The withdrawal deadline for the Exchange Offers has expired, and
tenders with respect to any Existing Notes that have already been
tendered or are subsequently tendered may not be withdrawn. The
other terms of the Exchange Offers remain unchanged, and they are
subject to a number of significant conditions, including but not
limited to receiving valid tenders representing at least 85
percent in principal amount of each series of Existing Notes and
receiving the consent of the Air Transportation Stabilization
Board pursuant to the Company's government-guaranteed term loan.
As of October 10, 2003, $11,510,000 principal amount of 2004 Notes
and $29,550,000 principal amount of 2005 Notes had been tendered
and not withdrawn in the Exchange Offers.

The Exchange Offers are being made pursuant to the exemption from
registration provided by Section 4(2) of the Securities Act of
1933, as amended. The New Notes offered in the Exchange Offers
have not been and will not be registered under the Securities Act
or any state securities laws and may not be offered or sold in the
United States absent registration or applicable exemption from the
registration requirements of the Securities Act and any applicable
state securities laws.

Now celebrating its 30th year of operation, ATA (S&P, CCC
Corporate Credit Rating, Developing) is the nation's 10th largest
passenger carrier based on revenue passenger miles. ATA operates
significant scheduled service from Chicago-Midway, Hawaii,
Indianapolis, New York and San Francisco to more than 40 business
and vacation destinations. To learn more about the company, visit
the Web site at http://www.ata.com


AURORA FOODS: Richard Lehmann Highlights Aurora in Expert Column
----------------------------------------------------------------
Savvy investors need all the information possible to maximize
gains while limiting losses, and Richard Lehmann helps to do that
by a concentrated focus on corporate defaults. Learn about Aurora
Foods Inc. (OTC:AURF). Click here for the full story exclusively
on Zacks.com: http://featuredexpert2bw.zacks.com/  

Here are the highlights from the Featured Expert column:

Corporate defaults in the last quarter showed an uptick in both
number and dollar value of bonds entering default. In fact, the
last quarter's numbers are greater than the first two quarters of
the year combined. The new trend in defaults now seems to be
utility companies with five defaulting in the latest quarter.

Aurora Foods Inc. (OTC:AURF) is a producer and marketer of various
food brands, such as Duncan Hines and Log Cabin. The company
missed the July 1, 2003 interest payment on its 8.755% bonds, but
negotiated a forbearance agreement with bondholders and senior
creditors. The forbearance agreement expired September 15, 2003,
but so far, creditors have not enforced the remedies available to
them. Aurora currently has $34 million in cash and receivables
financing available to it. J.W. Childs Associates, L.P has agreed
to make a $200 million investment for a 65.6% equity interest in
the reorganized company. The company remains in negotiations with
all parties regarding a restructuring.

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Aurora Foods Inc. -- whose June 30, 2003 balance sheet shows a
total shareholders' equity deficit of about $77 million -- based
in St. Louis, Missouri, is a producer and marketer of leading food
brands, including Duncan Hines(R) baking mixes; Log Cabin(R), Mrs.
Butterworth's(R) and Country Kitchen(R) syrups; Lender's(R)
bagels; Van de Kamp's(R) and Mrs. Paul's(R) frozen seafood; Aunt
Jemima(R) frozen breakfast products; Celeste(R) frozen pizza and
Chef's Choice(R) skillet meals. More information about Aurora may
be found on the Company's Web site at http://www.aurorafoods.com


AZUREL LTD: Must Raise Additional Capital to Continue Operations
----------------------------------------------------------------
Azurel, Ltd. (including its subsidiaries), is primarily engaged in
the manufacturing and distribution of cosmetics, fragrances and
women's loungewear. Azurel was incorporated in Delaware on
June 26, 1995.

On February 2, 2001, Azurel filed a voluntary petition for
protection from creditors under Chapter 11 in the United States
Bankruptcy Court for the District of New Jersey, Newark, under
case number 01-31034NLW. Azurel operated under the protection of
the Court until February 27, 2002, when the Order of Confirmation
of the First Modified Plan of Reorganization issued by the Court
became effective.

In accordance with the confirmed Plan of Reorganization of
February 13, 2002, Azurel agreed to settle its claims with its
various creditors as follows:

Priority tax claims for income, payroll and withholding taxes
aggregating approximately $433,000 payable in twenty equal
quarterly installments of approximately $21,650, commencing
February 27, 2002 through February 27, 2007 and include interest
at 8% per annum.  Other payroll and withholding taxes of $8,500
are payable in twelve equal quarterly installments of $708,
commencing February 23, 2002 through February 23, 2005 including
interest at 8% per annum. No payments have been made in 2002 or
2003 relative to this priority tax claim.

Azurel has not been able to meet all of the financial requirements
as defined in the Plan.  If Azurel's default  under the Plan
remains uncured, priority claim holders and/or creditors may be
successful in having the Order of Confirmation issued by the Court
set aside.  Accordingly, the obligations of Azurel that were
discharged by the Court under the Plan could be reestablished on
Azurel's books.

The Plan provided two (2) options to the seven (7) classes of
creditors:

Option One is a settlement consisting of one share of stock for
each dollar of liability plus a 20% cash payout over 2 years from
the date of court approval. The total liability under option one
was approximately $1,188,936. In addition, certain inside
creditors agreed to accept a stock settlement instead of stock and
cash as described above. Azurel issued approximately 6,890,337 of
the approximately 7,376,721 shares of its common stock to be
issued.  In addition, Azurel committed to pay approximately
$237,787 in three annual installments of $118,893, $59,447 and
$59,447 commencing in May 2004 through May 2006.

Option Two refers to creditors with liabilities of $1,781,000 who
agreed to accept a cash settlement equal to 45%  of their
liability, approximately $801,000, over a 5 year period with the
first payment of approximately $185,000  paid at the date of
approval with the balance of approximately $616,000 to be paid out
over the next 4 years. As of December 31, 2002 Azurel recognized a
total of $985,308 in creditors' payments and has payments of
approximately  $300,000 due to creditors in the year 2003.  In
addition, the Plan provided that all outstanding shares of $0.001
par value Preferred Stock be converted to 1,500 shares of Azurel's
$0.001 par value common stock.  During 2002, Azurel  issued all
required shares under the Plan and recognized a one time
extraordinary gain on the reorganization of $4,728,310.

Azurel is currently unable to meet its financial obligations under
the Plan for the year 2003.  To meet this obligation Azurel will
depend on its ability to attract new capital and to improve
operating cash flow.  Azurel's ability to attract additional
capital and improve operating cash flow is subject to numerous
factors, some of which are beyond Azurel's control.  There can be
no assurance that Azurel will be successful in its attempt to
raise capital.  These matters raise substantial doubt about
Azurel's  ability to continue as a going concern.


BALDWIN CRANE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Baldwin Crane and Equipment Corp.
        232 Andover Street
        Wilmington, Massachusetts 01887

Bankruptcy Case No.: 03-18303

Type of Business: Crane-operating business

Chapter 11 Petition Date: October 3, 2003

Court: District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: Nina M. Parker, Esq.
                  Parker & Associates
                  10 Converse Place
                  Winchester, MA 01890
                  Tel: 781-729-0005

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $10 Million to $50 Million


BEAR STEARNS COMM'L: Class E Mortgage Rating Cut to Low-B Level
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of commercial mortgage pass-through certificates from Bear
Stearns Commercial Mortgage Securities Inc.'s series 2002-HOME. At
the same time, the ratings on three other classes from the same
transaction are affirmed.

The downgrades reflect the deterioration in the pool's overall
operating performance as evidenced by a decrease in the debt
service coverage and an increase in the loan-to-value ratio since
issuance. This is the result of a 16% decrease in net cash flow
since issuance.

Using results for the 12 months ending June 30, 2003, Standard &
Poor's adjusted the management fees, franchise fees, and
furniture, fixtures and equipment reserves to arrive at a
stabilized NCF of $69.0 million. Utilizing a blended
capitalization rate of 12.46%, the LTV is estimated at 72% and the
debt service coverage ratio is 1.64x, based on a refinance rate of
10.48%. These levels have deteriorated from those at the
February 2002 issuance, at which time the LTV was 62% and the DSCR
was 1.96x.

This transaction comprises a single interest only, floating-rate
loan secured by 93 cross-collateralized and cross-defaulted hotels
spread across 27 states. The loan matures Dec. 1, 2004, and there
are two one-year extensions available. There is geographic
concentration with 18 properties (representing 32% of the
allocated loan amount) located in California. The properties in
this portfolio are extended-stay business hotels featuring rooms
with separate and distinct living and sleeping areas, limited
guest services, and little public space. The extended-stay
business model incorporates components of a traditional hotel and
an apartment residence to accommodate the needs of long-term
guests. As a result, its demand is highly correlated to the
general business cycle. Standard & Poor's recently visited the
three Homestead properties located in New Jersey and found the
market to be very rate-driven at this point. This is reflected by
the fact that the average daily room rate for the portfolio as a
whole has declined by 11% year-to-date through June 2003 since
this time last year.

The operating performance for this portfolio of hotels has
declined during the last year (overall occupancy at 68.0%, ADR at
$48.53, and revenue per available room at $33.02, for the first
six months of 2003, compared to 72.4%, $51.30, and $37.15,
respectively, for the same period in 2002). While management has
budgeted a 5.5% decline in RevPAR for the full year 2003 for this
portfolio of hotels, RevPAR is expected to grow by 3% to 4% in
2004.

The rating actions reflect the belief that operating performance
for this portfolio of hotels should not decline any further in
2003, and recover in 2004 to levels comparable to those reported
in 2002. If operating performance does not improve, further rating
actions may be warranted.
   
                        RATINGS LOWERED
   
        Bear Stearns Commercial Mortgage Securities Inc.
      Commercial mortgage pass-thru certs series 2002-HOME
   
                    Rating
        Class     To      From     Balance ($ mil.)
        B         AA-     AA                  62.4
        C         A-      A                   63.0
        D         BBB     A-                  17.0
        E         BB+     BBB                 45.0
           
                       RATINGS AFFIRMED
   
        Bear Stearns Commercial Mortgage Securities Inc.
      Commercial mortgage pass-thru certs series 2002-HOME
   
        Class     Rating    Balance ($ mil.)
        A         AAA                 212.6
        X-1       AAA                 400*
        X-2       AAA                 400*
           
*Notional balance of interest only classes.


BEVERLY ENTERPRISES: Proposes $100MM Conv. Sub. Debt Offering
-------------------------------------------------------------
Beverly Enterprises, Inc. (NYSE:BEV) intends to offer, subject to
market and other conditions, $100 million in principal amount of
Convertible Subordinated Notes due 2033 (rated B by Standard &
Poor's).

Beverly anticipates using the proceeds of the Notes -- along with
a portion of the previously announced $225 million senior secured
credit facility it is finalizing -- primarily to pay existing
indebtedness, including but not limited to $180 million of its 9%
Senior Notes due 2006. The Notes will be general unsecured
obligations subordinated in right of payment to its existing and
future senior indebtedness. The Notes will be convertible at the
option of the holder under certain circumstances prior to maturity
into shares of Beverly's common stock at a conversion price to be
determined. Beverly expects to grant the underwriters in this
offering a 30-day option to purchase up to an additional $15
million of Notes to cover over-allotments.

The offering of the Notes will be made only by means of a
prospectus supplement to be filed under Beverly's existing shelf
registration statement. Copies of the base prospectus included in
the existing shelf registration statement may be obtained from
Beverly Enterprises, Inc., One Thousand Beverly Way, Fort Smith,
Arkansas, 72919.

Beverly Enterprises Inc. (S&P, BB- Corporate Credit Rating) and
its operating subsidiaries comprise a leading provider of
healthcare services to the elderly in the United States. They
operate 408 skilled nursing facilities, as well as 21 assisted
living centers, and 22 home care and hospice centers. Through
AEGIS Therapies, they also offer rehabilitation services on a
contract basis to nursing facilities operated by other care
providers.


CHC INDUSTRIES: First Creditors' Meeting Slated for November 4
--------------------------------------------------------------
The United States Trustee will convene a meeting of CHC
Industries, Inc.'s creditors on November 4, 2003, 1:30 p.m., at
501 East Polk St., (Timberlake Annex), Room 100-B, Tampa, Florida
33602. This is the first meeting of creditors required under 11
U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Palm Harbor, Florida and formerly known as
Cleaners Hanger Company, CHC Industries, Inc., manufactures and
distributes steel wire coat hangers.  The Company filed for
chapter 11 protection on October 6, 2003 (Bankr. M.D. Fla. Case
No. 03-20775).  Scott A. Stichter, Esq., at Stichter, Riedel,
Blain & Prosser, PA represent the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $25,000,000 in total assets and $20,000,000
in total debts.


CHESAPEAKE CROSSING: Wants Court Go-Signal to Tap Marcus Santoro
----------------------------------------------------------------
Chesapeake Crossing Associates, LLC asks for permission from the
U.S. Bankruptcy Court for the Eastern District of Virginia to hire
Marcus, Santoro & Kozak, P.C. as attorneys in this chapter 11
case.  

Karen M. Crowley, Esq., shareholder and director of Marcus Santoro
tells the Court that as Counsel, they will:

     a. prepare the petition, lists, schedules and statements
        required by Section 521, the pleadings, motions,
        notices, and orders required for the orderly
        administration of the estate, the progress of this case;

     b. consult with and advise the Debtor in the operation of
        the business of the Debtor;

     c. advise and consult concerning the administration of the
        estate in this case, concerning rights and remedies with
        regard to the Debtor's assets, concerning the claims of
        administrative, secured, priority, and general unsecured
        creditors and other parties in interest;

     d. appear for, prosecute, defend, and represent the
        Debtor's interests in all contested matters, adversary
        proceedings, and other motions and applications arising
        under, arising in, or related to this case; and

     e. investigate the existence of other assets of the estate;

     f. prepare a Disclosure Statement and Plan of
        Reorganization for the Debtor, and negotiate with all
        creditors and parties in interest who may be affected
        thereby;

     g. obtain confirmation of a Plan of Reorganization; and

     h. perform all acts reasonably calculated to permit the
        Debtor to perform such acts and consummate a Plan of
        Reorganization.

Ms. Crowley will lead the engagement with the rate of $260 per
hour. Marcus Santoro's rates currently range from:

          Attorneys     $140 to $260 per hour
          Paralegals    $35 to $90 per hour

Headquartered in Norfolk, Virginia, Chesapeake Crossing
Associates, LLC, owns and operates a shopping center located at
1951 South Military Highway, Chesapeake.  The Company filed for
chapter 11 protection on October 1, 2003 (Bankr. E.D. Va., Case
No. 03-76908).  Frank J. Santoro, Esq., and Karen M. Crowley,
Esq., at Marcus, Santoro & Kozak, P.C. represent the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed estimated assets of over $1 million and
debts of over $10 million.


CHIQUITA BRANDS: Will Publish Third-Quarter Results on Oct. 30
--------------------------------------------------------------
Chiquita Brands International, Inc. (NYSE: CQB) will release third
quarter 2003 financial results on Oct. 30, 2003, after the market
closes and will host a conference call at 4:45 p.m. EST that day.

Cyrus Freidheim, chairman and chief executive officer, and James
Riley, senior vice president and chief financial officer, will
host the call, which will be accessible by telephone or via global
webcast.

For telephone access, please contact one of the following numbers
at least ten minutes prior to the scheduled start time.  In the
United States, dial 1-800-810-0924.  For all other locations, dial
+913 981-4900.  A replay of the call will be available until Nov.
6. To access, dial 1-888-203-1112 in the United States or +719-
457-0820 from other locations and provide the confirmation code
620696.

To listen to the audio webcast of the conference call, please use
the link on Chiquita's home page -- http://www.chiquita.com The  
webcast will also be distributed over CCBN's Investor Distribution
Network. Individual investors can listen to the call through
CCBN's individual investor center --
http://www.companyboardroom.com-- or by visiting any of the  
investor sites in CCBN's Individual Investor Network, such as
America Online's Personal Finance Channel. Institutional investors
can access the call via CCBN's password-protected event management
site, StreetEvents -- http://www.streetevents.com The archived  
webcast will be available after the call at  
http://www.chiquita.comuntil 5 p.m. on Nov. 14.

Chiquita Brands International (S&P, B Corporate Credit Rating,
Positive) is a leading international marketer, producer and
distributor of high-quality fresh and processed foods. The
company's Chiquita Fresh division is one of the largest banana
producers in the world and a major supplier of bananas in North
America and Europe. Sold primarily under the premium Chiquita(R)
brand, the company also distributes and markets a variety of other
fresh fruits and vegetables.  Additional information is available
at http://www.chiquita.com


CONE MILLS: Defaults Highlighted in Richard Lehmann's Analysis
--------------------------------------------------------------
Savvy investors need all the information possible to maximize
gains while limiting losses, and Richard Lehmann helps to do that
by a concentrated focus on corporate defaults. Learn about Cone
Mills (OTC:CJML). Click here for the full story exclusively on
Zacks.com: http://featuredexpert2bw.zacks.com/  

Here are the highlights from the Featured Expert column:

Corporate defaults in the last quarter showed an uptick in both
number and dollar value of bonds entering default. In fact, the
last quarter's numbers are greater than the first two quarters of
the year combined. The new trend in defaults now seems to be
utility companies with five defaulting in the latest quarter.

Cone Mills (OTC:CJML) is the world's largest producer of denim
fabrics and one of the largest commission printers of home
furnishing fabrics. The company has been experiencing diminishing
liquidity and missed a $4.1 million interest payment due September
15, 2003. Cone has accepted an offer from WL Ross & Co. to
purchase substantially all of the assets of the company for $90
million. In order to facilitate the sale, Cone Mills filed for
bankruptcy protection on September 24, 2003 in the District of
Delaware. The company has arranged $35 million in DIP financing
from GE Capital. About the same time as the bankruptcy filing,
shareholders elected a dissident board of directors who are
opposed to the sale.

Learn more about Cone Mills, and don't miss Richard Lehmann's
complete analysis on corporate and mutual defaults by clicking:
http://featuredexpert3bw.zacks.com/  

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Cone Mills Corp. is one of the leading denim manufacturers in
North America. A producer of fabrics and operator of a commission
finishing business, the Company filed for Chapter 11 protection on
September 24, 2003, in the U.S. Bankruptcy Court for the District
of Delaware (Lead Bankr. Case No. 03-12944).


CORRECTIONS CORP: Determines Ser. B Preferreds Fair Market Value
----------------------------------------------------------------
Corrections Corporation of America (NYSE: CXW) has determined the
fair market value of the shares of its Series B Preferred Stock
distributed on September 30, 2003, as a paid-in-kind dividend on
previously issued shares of it Series B Preferred Stock, to be
$25.37 per share.

Accordingly, the Company's stockholders who received shares of the
Series B Preferred Stock as the third quarter 2003 paid-in-kind
dividend generally will be required to include as ordinary income
on their 2003 tax returns $25.37 for each share of Series B
Preferred Stock they received in the distribution, to the extent
of the Company's current or accumulated earnings and profits (as
determined at the end of 2003). Such amount will also constitute
the stockholders' cost basis in the shares received on
September 30, 2003. To the extent distributions by the Company
during 2003 exceed its current or accumulated earnings and profits
as of the end of 2003, the amount in excess will be treated first
as a return of capital and thereafter as gain from the sale of
stock.

Under the terms of the Series B Preferred Stock, the Company is
required to pay quarterly dividends in arrears, when and as
declared by the Company's board of directors, in additional shares
of Series B Preferred Stock at a rate of 12 percent per year
through September 2003. Cash dividends are payable thereafter at a
rate of 12 percent per year. Future cash dividends on shares of
the Company's Series B Preferred Stock will also generally be
taxable as ordinary income to the extent of the Company's current
or accumulated earnings and profits as of the end of the year in
which such shares are distributed.

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


DOBSON: Inks Definitive Pact with Cingular to Exchange Markets
--------------------------------------------------------------
Cingular Wireless, a joint venture of SBC Communications (NYSE:
SBC) and BellSouth (NYSE: BLS) and Dobson Communications
Corporation (Nasdaq: DCEL) have signed a definitive agreement to
exchange Dobson's ownership in its Eastern Shore of Maryland
cellular property (Maryland RSA 2) for Cingular's ownership in its
Northwest Michigan cellular property (Michigan RSA 5).

As part of the proposed transaction, Cingular will pay Dobson $23
million and transfer to Dobson its one-percent ownership interests
in Texas RSA 2 and Oklahoma RSAs 5 and 7. Dobson is the majority
owner of these three markets. The companies expect to complete the
transaction in the first quarter of 2004.

The companies have also agreed to assist one another in building
out GSM/GPRS technology in Maryland RSA 2 and Michigan RSA 5. The
details of the build-out plans for the two markets are expected to
be finalized within 30 days.

The Maryland property covers a population of approximately
471,700, including the cities of Ocean City, Salisbury, Easton and
Cambridge. The Michigan property covers a population of 169,400,
including the cities of Cadillac, Manistee, and Ludington. The
exchange will result in a net loss of approximately 17,000
subscribers for Dobson.

"Maryland's Eastern Shore is a key market for Cingular," said Mark
Feidler, chief operating officer of Cingular Wireless. "This will
enhance our service for existing customers throughout the Maryland
and DC markets, and make Cingular available to an entirely new set
of potential customers. The transaction is also another key step
for Cingular to reduce its roaming costs."

Dobson currently manages the Michigan property for Cingular. The
Company stated that a majority of total revenue in Maryland RSA 2
has been derived from roaming, while total revenue in Michigan RSA
5 is comprised primarily of local service revenue. Dobson said
that the exchange of properties will not have a material impact on
its operating earnings or capital expenditure expectations for
2004.

"This transaction expands our Michigan footprint with an
attractive market that is adjacent to Michigan RSA 3, which we
already own, and it should enable us to enhance the profitability
of our local service business," said Everett Dobson, chairman,
chief executive officer and president of Dobson Communications.
The Company also owns Michigan RSAs 1 and 10.

The agreement is subject to regulatory approvals and other
customary closing conditions.

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

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


ENRON CORP: Pushing for Approval of Transition Services Pacts
-------------------------------------------------------------
Through various equity interests and contractual arrangements,
the Enron Corporation Debtors and certain non-debtor subsidiaries
and affiliates are engaged in the (a) generation and distribution
of electricity, (b) transportation and distribution of natural gas
and liquefied petroleum gas, and (c) processing of natural gas
liquids in approximately 17 countries around the world -- the
International Investments.  While most of the International
Investments employ personnel in the country in which the day-to-
day operations are located, Enron Caribbean Basin LLC also
employs 124 individuals resident in the United States -- the
Support Employees -- to supervise and provide essential
commercial, accounting, tax and legal services to support the
International Investments.  Because many of the International
Investments involve third party investors, partners, and
counterparties -- the Co-Investors -- the services provided by
the Support Employees in connection with the International
Investments are often determined by contract with the
Co-Investors and may be governed by foreign laws.

To maximize the value of the International Investments and
maintain the smooth and consistent working relationships the
Support Employees have with the Co-Investors, Melanie Gray, Esq.,
at Weil, Gotshal & Manges LLP, in New York, relates that it is
important that the Support Employees continue to provide
essential commercial, accounting, tax and legal services on an
uninterrupted basis with respect to the International
Investments.  To facilitate this process, the Debtors and Enron
Caribbean Basin LLC intend to aggregate the Support Employees
into one service company, Global Assets Services Company LLC,
with GasCo providing employees to supervise and manage the
International Investments at the direction of Enron, Enron
Caribbean, Enron South America LLC and Enron Asia
Pacific/Africa/China LLC.  Furthermore, Enron Caribbean and GasCo
agreed that the Support Employees will become employees of GasCo
effective close of business on July 31, 2003 or other date as
Enron, ESA, Enron Caribbean, Enron Asia and GasCo may agree.

Consequently, Enron, ESA and Enron Asia have each negotiated a
contract with Enron Caribbean and GasCo whereby Enron Caribbean,
as interim provider through July 31, 2003, and GasCo as the
subsequent provider beginning approximately August 1, 2003, will
provide the Support Employees to continue to supervise and manage
the International Investments.  Similarly, Enron Caribbean and
GasCo have negotiated a contract whereby GasCo will provide
similar services to Enron Caribbean commencing August 1, 2003.

Ms. Gray explains that the Debtors' business judgment to create
GasCo and to enter into the Transition Services Agreements is
also part of the Debtors' overall strategy to maximize the value
of the Debtors' International Assets.  As announced by Enron on
May 9, 2003, the Debtors are creating a new international energy
company comprised of the majority of their international energy
infrastructure businesses.  In conjunction therewith, Enron has
formed a new holding company, temporarily referred to as
"InternationalCo."  It is anticipated that GasCo will provide
similar services to InternationalCo.  However, those services
will be provided under a separate agreement to be negotiated
between InternationalCo and GasCo.

The salient terms of the Transition Services Agreements are:

A. Services to be Provided

    Generally, the Support Employees will be responsible for
    monitoring and advising as to commercial, accounting, tax,
    legal and operations issues related to the International
    Investments.

B. Term

    Subject to certain contractual rights to terminate upon
    notice, each of the Transition Services Agreements will  
    remain in effect for each International Investment until the
    earlier of:

    (1) the date on which the International Investment is
        transferred to InternationalCo or its designee pursuant
        to the Plan or otherwise upon the approval of the
        Bankruptcy Court;

    (2) up to, but no later than, 180 days following the date
        on which the Asset is sold or otherwise transferred by
        Enron to a third party; or

    (3) December 31, 2005.

C. Rates

    Each of Enron, Enron Caribbean, ESA and Enron Asia will pay
    its pro rata share of the fully burdened hourly rate of each
    employee and related expenses based on the actual hours
    worked on behalf of Enron, Enron Caribbean, ESA and Enron
    Asia.  The Support Employees are required to maintain
    detailed time sheets to document and support the allocations.

D. Enron, Enron Caribbean, ESA and Enron Asia's Indemnification
    of Provider

    Enron, ESA and Enron Asia will indemnify Enron Caribbean, in
    its capacity as interim provider, and Enron, Enron Caribbean,
    ESA and Enron Asia will indemnify GasCo, in its capacity as
    subsequent provider, with respect to third party claims
    arising in connection with the Transition Services
    Agreements; provided, however, that each of Enron, Enron
    Caribbean, ESA and Enron Asia's indemnification obligations
    will not exceed an amount to be determined.

According to Ms. Gray, Enron Caribbean, as interim provider, and
GasCo, as subsequent provider, will charge each of Enron, Enron
Caribbean, ESA and Enron Asia related expenses, including, but
not limited to:

    (a) employee related costs such as travel and lodging,
        tuition reimbursement, immigration and visa expenses and
        relocation costs;

    (b) the remaining retention payment under each of nine
        employment agreements entered into by Enron Caribbean and
        the employees in October 2002, anticipated to be assigned
        to GasCo on July 31, 2003, and expiring September 30,
        2003;

    (c) the actual cost of goods and services, including but not
        limited to, third party professional service fees like
        accounting, legal, technical and environmental, health
        and safety services purchased for the benefit of Enron,
        Enron Caribbean, ESA and Enron Asia; and

    (d) payments under Enron Caribbean's pre-existing severance
        plan and 2003 annual incentive plan; provided that any
        modifications or amendments to any plan or the adoption
        of any additional plan or similar plan for subsequent
        years, other than any modifications or amendments or
        additional or similar plan that will have the effect of
        reducing the expenses charged to Enron, Enron Caribbean,
        ESA or Enron Asia under the Agreement, will be approved
        by Enron, Enron Caribbean, ESA or Enron Asia; provided
        further that Enron, Enron Caribbean, ESA or Enron Asia
        will provide the Committee with 10 business days prior
        written notice of any modifications or amendments or
        additional or similar plan, and will not approve any of
        the foregoing without the Committee's consent if the
        Committee objects in writing within 10 business days.

Accordingly, Enron, Enron Caribbean, ESA and Enron Asia ask the
Court, pursuant to Sections 363(b) and 105(a) of the Bankruptcy
Code, to authorize Enron Caribbean, as interim provider, and
GasCo, as subsequent provider, and each of Enron, Enron
Caribbean, ESA and Enron Asia to:

    (a) enter into the Transition Services Agreements; and

    (b) consummate and implement the transactions contemplated
        under the Transition Services Agreement.

Ms. Gray asserts that the Debtors' request should be approved
because:

    (i) it will preserve the value of the International
        Investments by:

        -- maintaining positive, smooth and consistent working
           relationships with the Co-Investors;

        -- preserving the status quo as to Enron, Enron
           Caribbean, ESA and Enron Asia's access to valued
           Support Employees; and

        -- comforting the Co-Investors who are unfamiliar with
           the Chapter 11 process in the United States as to
           GasCo's ability to manage the International
           Investments despite the recent Chapter 11 filings of
           ESA, Enron Asia and Enron Caribbean;

   (ii) since the Debtors' KERP II does not have the flexibility
        to accommodate 124 additional Support Employees, for
        additional time and expense, the Debtors would be
        required to either modify KERP II or implement a
        supplemental key employee retention plan to provide
        retention and severance benefits to GasCo's employees;
        and

  (iii) absent some certainty of their compensation, a
        significant number of the Support Employees might explore
        and accept other employment opportunities, to the
        detriment of Enron, Enron Caribbean, ESA and Enron Asia
        and the proposed implementation and value of
        InternationalCo. (Enron Bankruptcy News, Issue No. 83;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)


EXIDE TECHNOLOGIES: Wants Nod to Access $550-Mill. Exit Facility
----------------------------------------------------------------
James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young & Jones
P.C., in Wilmington, Delaware, tells the Court that to fund the
Plan confirmation and provide the Exide Debtors with a working
credit line that enables them to seamlessly continue with their
daily business operations after emergence, options to obtain a
competitive exit financing package need to be explored.  In this
regard, the Debtors and their consultants asked institutions to
make proposals on potential new financing.

Initially, the Debtors determined that to get the most competitive
terms, they must simultaneously pursue the competitive negotiation
of exit financing with three potential lenders.  Because each of
the proposed exit facility lenders would incur substantial fees,
costs and expenses in undertaking appropriate due diligence, the
Debtors first sought and obtained authority to reimburse the
lenders for their expenditures.

The Debtors and each of the proposed exit facility lenders then
engaged in more than three months of negotiations on the terms of
an exit financing package that would best serve the Debtors'
needs.  Based on these negotiations, the Debtors determined that
the best proposal is that of Deutsche Bank AG, Cayman Island
Branch and Deutsche Bank Securities Inc.

                        Commitment Letter

The Debtors and Deutsche Bank agree to the terms of a commitment
letter, in which Deutsche Bank will:

   (a) provide 100% of the exit financing facility; and

   (b) function as the:

       -- sole administrative agent for a syndicate of lenders
          who will participate in the exit financing facility;
          and

       -- sole lead arranger and book running manager for the
          exit financing facility.

In these capacities, Deutsche Bank will access the relevant debt
markets for the distribution of debt securities issued pursuant
to the exit financing facility.  Pursuant to the terms of the
Commitment Letter, Deutsche Bank will commit to provide up to
$550,000,000 to fund the Plan confirmation and provide credit for
the Debtors to continue their business operations after emergence
from their Chapter 11 cases.

As described in the Commitment Letter, the exit financing will
consist of:

   (a) a $150,000,000 to $200,000,000 U.S. Dollar denominated
       term loan facility to be made available to Restructured
       Exide;

   (b) a $120,000,000 to $150,000,000 Euro denominated term loan
       facility to be made available to Exide Holding CV -- a
       wholly owned subsidiary of Restructured Exide in
       Netherlands;

   (c) a $125,000,000 to $150,000,000 U.S. Dollar denominated
       term loan facility to be made available to the Exide
       Holding CV; and

   (d) a $100,000,000 multi-currency revolving loan facility to
       be made available to Exide Holding CV and Restructured
       Exide in U.S. Dollars or Euros.

The final maturity of the Term Loans will be six years after the
Closing Date.  The final maturity of the Revolving Loan will be
five years after the Closing Date.  The Closing Date is the plan
effective date.

The Term Loans will amortize quarterly beginning March 2005 on an
amount equal to the percentage of the then outstanding principal
amount of each Tranche of the Term Loans:

      Year      Date                 Percentage
      ----      ----                 ----------
      2005      March 31                 1.25%
                June 30                  1.25%
                September 30             1.25%
                December 31              1.25%
      2006      March 31                 2.50%
                June 30                  2.50%
                September 30             2.50%
                December 31              2.50%
      2007      March 31                 2.50%
                June 30                  2.50%
                September 30             2.50%
                December 31              2.50%
      2008      March 31                 3.75%
                June 30                  3.75%
                September 30             3.75%
                December 31              3.75%
      2009      March 31                 3.75%
                June 30                 28.125%
      Maturity                          28.125%

The Commitment Letter obligates the Debtors to indemnify and hold
Deutsche Bank harmless for claims and causes of action arising
out of the exit financing commitment or the Debtors' Chapter 11
cases.

                            Fee Letter

The Debtors and Deutsche Bank also agree on the terms of a fee
letter specifying fees and expenses to be paid by the Debtors to
Deutsche Bank in connection with the proposed exit financing
facility transactions.  All the fees set forth in the Fee Letter
are contingent on the Debtors' exit from Chapter 11 and will be
paid no earlier than the Plan's effective date except for a
commitment fee equal to 1/2 of the 1% per annum of the total
commitments, which may be payable while the Debtors remain in
Chapter 11.

The Debtors believe that the transactions with Deutsche Bank will
enable them to successfully emerge from their Chapter 11 cases
and maximize the value of their estates.  Mr. O'Neill asserts
that the Debtors will be able to satisfy a condition precedent to
the Plan confirmation.  With the Exit Facility, the Debtors can
repay the DIP Credit Facility and fund general working capital
needs that would increase the likelihood of a successful
emergence, Mr. O'Neill says.

Accordingly, the Debtors sought and obtained the Court's
authority to enter into the Commitment Letter and the Fee Letter,
and to pay the Commitment Fee, if necessary.

               Debtors File Fee Letter Under Seal

The Debtors also obtained the Court's permission to file the Fee
Letter under seal.  Mr. O'Neill explains that the Fee Letter
contains detailed proprietary information describing the fee
structures used by Deutsche Bank.  This proprietary information
contained in the Fee Letter is generally considered by Deutsche
Bank, as well as the investment banking and finance lending
industry as a whole, to be a highly valuable and confidential
information that is not generally disclosed to the public by
financial institutions, or otherwise made accessible to competing
financial institutions.

To reduce the risk of information disclosure, Mr. O'Neill relates
that Deutsche Bank has continuously taken steps to ensure the
confidentiality of this type of proprietary information.  Mr.
O'Neill adds that public disclosure would cause significant
competitive harm to Deutsche Bank because it would provide
competitors some of Deutsche Bank's most sensitive and valuable
information.  These competitors may use this information to gain
strategic advantages in the highly competitive investment banking
and finance-lending marketplace. (Exide Bankruptcy News, Issue No.
31; Bankruptcy Creditors' Service, Inc., 609/392-0900)


FARMLAND FOODS: Smithfield Pitches Winning Bid for Pork Division
----------------------------------------------------------------
Farmland Industries said its pork division, Farmland Foods, will
be sold to Smithfield Foods, Smithfield, Va., for cash of $367.4
million and other considerations. Smithfield Foods submitted the
high bid in an auction held Sunday evening at Farmland
headquarters here.

Farmland Industries President and CEO Bob Terry said, "Farmland is
extremely pleased with the results of the auction and we look
forward to closing on the sale of Farmland Foods to Smithfield
Foods. We also appreciate Cargill's participation in the bidding
process."

Terry continued, "The bidding at the auction added $90 million in
value to the transaction. When evaluating the cash component and
the claims the estate could have incurred with the pension plan,
the value of the transaction to Farmland's bankruptcy estate is
nearly $480 million. The strong interest of both bidders in
acquiring the company is a direct result of the hard work and
dedication of our employees. They should take tremendous pride in
the results of the auction."

A significant outcome of the auction is that Smithfield will
assume the entire Farmland Retirement Plan. This means all
participants, including those employed by or retired from Farmland
Industries as well as Farmland Foods, will have their pension
benefits sponsored by Smithfield Foods. The Pension Benefit
Guarantee Corporation filed a claim in Farmland's bankruptcy,
seeking protection in the event it took over the Farmland
Retirement Plan. Farmland believes that, with Smithfield's
acquisition of the Farmland Retirement Plan, the PBGC claim will
be resolved.

Terry said, "We are very pleased with this resolution of the
pension issue, which provides for continuation of the retirement
plan and full benefits under the plan." Farmland's bankruptcy
estate was facing a significant termination liability under PBGC
rules, but Smithfield does not face the same issue since they are
acquiring the plan on an ongoing basis.

With annual sales of approximately $1.8 billion, Farmland Foods is
the sixth largest pork producer in the nation. The company has
seen continued success, achieving seven consecutive quarters of
year-over-year improved income.

Farmland Foods president George Richter, who will continue to lead
the company under Smithfield ownership, said, "This sale
represents a great opportunity for our employees. Smithfield will
hire all 6,123 Farmland Foods employees, maintain the management
team, and honor union affiliations. Smithfield will also honor our
pork producer contracts. We look forward to becoming part of the
Smithfield team."

Throughout Farmland's reorganization, the company has been able to
market a number of its valuable assets as ongoing operations. "In
this sale as well, Farmland has maximized value for our creditors
while minimizing the impact on employees and others who rely on
the operations," Terry said.

"We take great pride in this result," Terry said. "This sale to
Smithfield creates value for all constituencies-Farmland
creditors, Farmland Foods employees, pension plan participants,
and producers."

A federal bankruptcy court hearing to approve the sale is
scheduled for Oct. 28 in Kansas City, Mo.

Goldsmith Agio Helms, Minneapolis, Minn., served as Farmland's
investment banker for the transaction.

  
FEDERAL-MOGUL: Court Disallows 35 Duplicate Noteholder Claims
-------------------------------------------------------------
There are 35 proofs of claim filed by individual noteholders,
which are duplicative of proofs of claim filed by the Indenture
Trustee under the Notes issued by Federal-Mogul Corporation:

   * the 7.5% Notes due 2009,
   * the 7.375% Notes due 2006,
   * the 7.75% Notes due 2006,
   * the 7.875% Notes due 2010,
   * the 7.5% Notes due 2004, and
   * the 8.8% Senior Notes due 2007.

The Indenture Trustee filed proofs of claim on behalf of all the
holders of Notes for the principal, interest and other applicable
fees and charges due under the Notes.

James E. O'Neill, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub PC, in Wilmington, Delaware, explains with respect to
the Indenture Trustees who have filed proofs of claim against the
Debtors under the Notes, or that the principal, interest and
other applicable fees and charges due under the Notes as of the
Petition Date are reflected in the Debtors' Schedules, certain
individual noteholders also filed claims seeking the same payment
under the Notes.

After reviewing the Claims, the Court disallows and expunges in
their entirety the Duplicate Noteholder Claims.

Ten of the largest Duplicate Noteholder Claims are:

     Claimant                         Claim No.      Amount
     --------                         ---------      ------
     Adam Street CBO 1998-1 Ltd.        10134    $1,558,750
     Anthony & Joann Miola              10122        17,169
     Bertha & David Gold                 4035        50,000
     Bonnie June Tryon                   3462        20,000
     Fields                              3996        16,165
     Frost                               3716        25,000
     Mitchell                            3764       125,000
     Northwestern Mutual                 6830    34,231,301
     Pearlstein                          3950       100,000
     R2 Investments, LDC                 7214    10,000,000
(Federal-Mogul Bankruptcy News, Issue No. 43; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


FUTUREONE: Court Fixes Oct. 27 Post-Petition Claims Bar Date
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado fixes
October 27, 2003, as the deadline for filing proofs of claim for
postpetition claims and claims arising from the rejection of
executory contracts or unexpired leases, and for the allowance of
Chapter 11 Administrative Expense claims against Debtor FutureOne,
Inc.  

Proof of claim forms may be obtained from the Clerk of the
Bankruptcy Court, 721 19th Street, Denver, Colorado 80202-2502.

FutureOne, Inc., filed for Chapter 11 relief on March 29, 2001.
Virginia M. Dalton, Esq. at Pearlman & Dalton, PC represents the
Chapter 7 Trustee, M. Stephen Peters.


FX ENERGY: Liquidity Constraints Raise Going Concern Uncertainty
----------------------------------------------------------------
With insufficient revenues to cover FX Energy's operating expenses
to fund further exploration, the Company's greatest uncertainty is
its shortage of capital and its dependence on obtaining
substantial amounts of external funding through the sale of
securities or an interest in its exploration projects in Poland.
The Company's ability to obtain such required funding is, to a
substantial extent, dependent on the interest of the securities
markets and oil and gas industry generally in international oil
and gas exploration. Although FX believes that there appears to be
growing securities markets and industry interest in financing
international oil and gas exploration, the Company cannot assure
that this will enable it to obtain the financing it requires on
acceptable terms, or that such perceived trend, if accurately
perceived, may not become less favorable.

As of March 31, 2003, FX Energy had approximately $3.6 million of
cash and cash equivalents and negative working capital of
approximately $4.2 million, coupled with a history of operating
losses. These matters raise doubt about the Company's ability to
continue as a going concern. In addition, it has a remaining work
commitment of $5.4 million, in addition to an accrued liability of
$4.6 million at March 31, 2003, that must be satisfied in order to
earn a 49.0% interest in its Fences I project area.

To date, the Company has financed operations principally through
the sale of equity securities, issuance of debt securities and
agreements with industry participants that funded the Company's
share of costs in certain exploratory activities in order to earn
an interest in the Company's properties. FX recently completed a
private placement of convertible preferred stock. However, the
continuation of its exploratory efforts in Poland is dependent on
raising additional capital, or on arranging industry funding for
such exploration. The availability of such capital will affect the
timing, pace, scope and amount of Company future capital
expenditures. FX Energy cannot assure that it will be able to
obtain additional financing, reduce expenses or successfully
complete other steps to continue as a going concern. If unable to
obtain sufficient funds to satisfy future cash requirements, the
Company indicates that it may be forced to curtail operations,
dispose of assets or seek extended payment terms from its vendors.
Such events would materially and adversely affect its financial
position and results of operations.


GAP INC: Hires Nick J. Cullen as New EVP and Supply Chain Head
--------------------------------------------------------------
Gap Inc. (NYSE: GPS) announced that Nick J. Cullen is joining the
company as Executive Vice President and Chief Supply Chain
Officer, and Michael B. Tasooji is joining as Executive Vice
President and Chief Information Officer.

Mr. Tasooji succeeds Senior Vice President and CIO Ken Harris, who
has decided to leave the company at the end of this fiscal year to
pursue other professional interests. Mr. Harris, who has been with
the company since 1999, will work with Mr. Tasooji on the
management transition.

Mr. Cullen, 49, will oversee Gap Inc.'s global supply chain. He
will be based in San Francisco and report to Paul Pressler, Gap
Inc. President and CEO. He succeeds Chuck Crovitz, who resigned
his position in July.  Mr. Cullen's responsibilities will include
global product sourcing, quality assurance and distribution for
the company's Gap, Banana Republic and Old Navy brands. Through a
network of offices in Asia, the Americas and Europe, the company
sources products from more than 1,000 garment vendors with
factories in more than 50 countries. Merchandise is routed to more
than 3,000 store locations in six countries through five domestic
and three international distribution campuses.

"Gap Inc.'s diverse, global sourcing base and logistics network is
a strong point of competitive advantage for us," Mr. Pressler
said. "Nick's experience in developing and implementing highly
integrated supply chain networks will help us expand our current
capabilities and create even more robust, flexible and cost-
effective ways to serve our customers. Nick will work closely with
our brands to optimize product development cycles and create
innovative supply chain solutions to support our business
strategies."

With a 25-year career covering all aspects of integrated supply
operations, Mr. Cullen has extensive experience managing large,
customer-oriented sourcing and distribution networks. Most
recently, Mr. Cullen was President, North America Supply, Diageo
PLC, a division of the global beer, wine and spirits distributor.
In this role, he provided strategic direction for the overall
enhancement and redesign of Diageo's North American supply chain,
with a focus on increasing service while reducing costs. Prior to
Diageo, Mr. Cullen worked in the United Kingdom in various supply
chain roles for Masterfoods/Mars, H.J. Heinz and Courage Limited,
a leading U.K. brewer.

Mr. Tasooji, 46, will oversee the company's global management
information systems. He will report to Byron Pollitt, Chief
Financial Officer and serve on the company's Executive Leadership
Team, led by Mr. Pressler. He joins Gap Inc. from The Walt Disney
Company, where he was Senior Vice President and CIO. Prior to that
role, Mr. Tasooji held various senior IT positions within Disney.
He worked with Mr. Pollitt at Disney's theme parks division, where
Mr. Pollitt was CFO prior to joining Gap. In addition to his
Disney experience, Mr. Tasooji was the Vice President of
Application Systems at Bergen Brunswig Corporation. He also has
worked at Columbia Pictures Studio and Getty Oil Company.

"Michael has broad strategic experience in migrating businesses
from complex legacy systems to more strategic and versatile
technology platforms designed to support growth," said Mr.
Pollitt. "We have clearly defined information technology
strategies in place to enhance our business capabilities. These
initiatives in support of our strategies are well under way and we
do not anticipate significant changes as a result of Michael
coming on board. His proven leadership experience will help ensure
a continued smooth implementation."

Gap currently has several major technology initiatives underway
designated to improve operating efficiencies, enhance customer
service and optimize in-store inventory management capabilities.
The company anticipates completing these initiatives in the next
two to three years. For fiscal 2003, the company's capital
expenditures for information technology are expected to be about
$140 million.

"In addition to leading our current initiatives," Mr. Pollitt
said, "Michael will work closely with our brand management teams
to ensure we are fully leveraging technology to support growth
strategies, maximize operating efficiencies and optimize our
ability to satisfy our customers' service expectations."

As previously reported, the Gap, Inc.'s 'BB-' rated senior
unsecured debt was affirmed by Fitch Ratings. Approximately $2.9
billion in debt was affected by this action. The Rating Outlook
was revised to Stable from Negative.


GEMSTAR-TV: Will Publish Third-Quarter Results on November 13
-------------------------------------------------------------
Gemstar-TV Guide International, Inc. (NASDAQ: GMST), plans to
issue a press release to report financial results for the third
quarter ended September 30, 2003 after the close of market trading
on Thursday, November 13, 2003.

Investors are invited to participate in the public teleconference
on Thursday, November 13, 2003 at 2 pm PT. The dial in number is
(800) 884-5695 for domestic and (617) 786-2960 for international
callers. The passcode is "32599842". CEO Jeff Shell and CFO Brian
Urban will host the teleconference.

If you are unable to participate in the call and would like to
hear a replay, please call (888) 286-8010 for domestic and (617)
801-6888 for international callers. The passcode is "67567979".
The replay will be available approximately one hour following the
call through Thursday, November 27, 2003.

This call is also being webcast by CCBN and can be accessed on the
Gemstar-TV Guide International web site at
http://www.gemstartvguide.com  

The webcast is also being distributed over CCBN's Investor
Distribution Network to both institutional and individual
investors. Individual investors can listen to the call through
CCBN's individual investor center at www.companyboardroom.com or
by visiting any of the investor sites in CCBN's Individual
Investor Network. Institutional investors can access the call via
CCBN's password-protected event management site, StreetEvents --
http://www.streetevents.com  

Gemstar-TV Guide International, Inc. (S&P, BB- Corporate Credit
Rating, Stable Outlook), is a leading media and technology company
that develops, licenses, markets and distributes technologies,
products and services targeted at the television guidance and home
entertainment needs of consumers worldwide. The Company's
businesses include: television media and publishing properties;
interactive program guide services and products; and technology
and intellectual property licensing. Additional information about
the Company can be found at http://www.gemstartvguide.com  


GENERAL DATACOMM: PricewaterhouseCoopers Bows Out as Accountants
----------------------------------------------------------------
On October 1, 2003, General Datacomm Industries, Inc. was advised
by its independent accountants, PricewaterhouseCoopers LLP, that
such accountants had declined to stand for re-election as
independent accountants for the Company with respect to the audit
of the Company's financial statements as of, and for, the year
ended September 30, 2003.  

The Company received a letter from them that the client-auditor
relationship between the Company and such independent accountants
will cease upon the issuance of the report of
PricewaterhouseCoopers LLP related to the audits of the Company's
financial statements as of September 30, 2002 and 2001 and for the
years then ended. The Company was a debtor and debtor in
possession under Chapter 11 of the Federal Bankruptcy Code between
November 2, 2001 and September 15, 2003 and has not filed its Form
10-K reports or audited financial statements for the years ended
September 30, 2001 or 2002. While the Company has filed monthly
operating reports with the Bankruptcy Court during the bankruptcy
period and included financial results contained therein and
additional consolidated results in Form 8-K filings,
PricewaterhouseCoopers LLP performed no procedures whatsoever
regarding such financial information.

Once the Company has filed its Form 10-K filing as of September
30, 2003 and 2002 and for each of the three years in the period
ended September 30, 2003, the Company will indicate whether the
report of the independent accountants covering the financial
statements as of, and for, the year ended September 30, 2002
contains an adverse opinion or disclaimer of opinion and whether
such report is qualified or modified as to uncertainty, audit
scope, or accounting principle.

The Company is interviewing prospective independent accountants
for retention with respect to its financial statements for the
fiscal year ended September 30, 2003.


GLOBAL CROSSING: Wins Multi-Year Contract with Vonage
-----------------------------------------------------
Global Crossing has signed a multi-year contract with Vonage to
provide the broadband telephony provider IP Transit, co-location
service, and domestic and international voice termination
services. The partnership will make Global Crossing Vonage's
preferred provider of long distance voice termination.

"We're excited to be partnering with Global Crossing, a leading
telecommunications player," said Michael Tribolet, executive vice
president of operations at Vonage. "Global Crossing's ability to
provide us with highly reliable connectivity and outstanding reach
was a perfect fit for us. Combine network quality with dedicated
account support, and an outstanding online tool uCommand, and
we're looking at a winning partnership."

Vonage provides small businesses and consumers the ability to make
domestic and international long distance telephone calls over
their existing high-speed Internet connections. The broadband
telephony provider recently topped the 55,000-subscriber mark as
it continues to expand its service coverage to new areas of the
United States.

"We're proud to partner with Vonage by supplying a highly reliable
high performance network for their broadband telephony offering,"
said Ted Higase, Global Crossing's executive vice-president of
carrier sales and marketing. "The partnership recognizes our
commitment to delivering innovative network services that support
a truly unique customer experience."

Global Crossing services are delivered through premier dedicated
customer support, 24 hours a day, seven days a week, from state-
of-the-art network operations centers and call centers worldwide.
Additionally, uCommand, Global Crossing's secure, private
Web-based network management support tool allows customers to
monitor their voice services, create utilization reports, reroute
traffic, order new services, and create and track trouble tickets.

All of Global Crossing's voice and data services are delivered via
a fiber-optic network that provides connectivity to 200 cities in
more than 27 countries.

Global Crossing IP Transit service offers carriers and ISPs
Internet connectivity to all worldwide domains connected in
Europe, U.S. and Latin America using a meshed network that
incorporates Multiprotocol Label Switching (MPLS) technology.
Global Crossing's Tier 1 IP backbone leverages a single autonomous
system number with MPLS traffic engineering to deliver the minimum
number of hops, for the fastest transmission speeds worldwide.

Global Crossing co-location service allows for the housing of
customer equipment within a Global Crossing Point of Presence or
Repeater Site in order to interconnect with our fiber-optic
backbone. Co-location delivers improved speed, stability and
security for critical network requirements.

Global Crossing's carrier and commercial voice products include
switched and dedicated outbound and inbound voice services for
domestic and international long-distance traffic, including toll-
free enhanced routing services, calling cards, and commercial
managed voice services.

Vonage is redefining communications by offering consumers and
small businesses an affordable alternative to traditional
telephone service. The fastest growing telephony company in the
US, Vonage's service area encompasses more than 1,800 active rate
centers in 100 US markets. Sold directly through www.vonage.com ,
retail partners such as Amazon.com. Wholesale partners such as
EarthLink, ARMSTRONG, Advanced Cable Communications and the
Coldwater Board of Public Utilities resell the Vonage broadband
phone service under their own unique brands. Vonage currently has
more than 50,000 lines in service. Over 2.5 million calls per week
are made using, the easy-to-use, feature-rich, flat rate voice
communications service. Vonage is headquartered in Edison, New
Jersey. For more information about Vonage's products and services,
please visit http://www.vonage.com

Global Crossing provides telecommunications solutions over the
world's first integrated global IP-based network, which reaches 27
countries and more than 200 major cities around the globe. Global
Crossing serves many of the world's largest corporations,
providing a full range of managed data and voice products and
services.

On January 28, 2002, Global Crossing Ltd. and certain of its
subsidiaries (excluding Asia Global Crossing and its subsidiaries)
commenced Chapter 11 cases in the United States Bankruptcy Court
for the Southern District of New York (Bankruptcy Court) and
coordinated proceedings in the Supreme Court of Bermuda (Bermuda
Court). On the same date, the Bermuda Court granted an order
appointing joint provisional liquidators with the power to oversee
the continuation and reorganization of the Bermuda-incorporated
companies' businesses under the control of their boards of
directors and under the supervision of the Bankruptcy Court and
the Bermuda Court. Additional Global Crossing subsidiaries
commenced Chapter 11 cases on April 23, August 4 and August 30,
2002, with the Bermuda incorporated subsidiaries filing
coordinated insolvency proceedings in the Bermuda Court. The
administration of all the cases filed subsequent to Global
Crossing's initial filing on January 28, 2002 has been
consolidated with that of the cases commenced on January 28, 2002.
Global Crossing's Plan of Reorganization, which was confirmed by
the Bankruptcy Court on December 26, 2002, does not include a
capital structure in which existing common or preferred equity
will retain any value.

On November 18, 2002, Asia Global Crossing Ltd., a majority-owned
subsidiary of Global Crossing, and its subsidiary, Asia Global
Crossing Development Co., commenced Chapter 11 cases in the United
States Bankruptcy Court for the Southern District of New York and
coordinated proceedings in the Supreme Court of Bermuda, both of
which are separate from the cases of Global Crossing. Asia Global
Crossing has announced that no recovery is expected for Asia
Global Crossing's shareholders. Asia Netcom, a company organized
by China Netcom Corporation (Hong Kong) on behalf of a consortium
of investors, has acquired substantially all of Asia Global
Crossing's operating subsidiaries except Pacific Crossing Ltd., a
majority-owned subsidiary of Asia Global Crossing that filed
separate bankruptcy proceedings on July 19, 2002. Global Crossing
no longer has control of or effective ownership in any of the
assets formerly operated by Asia Global Crossing.

Please visit www.globalcrossing.com for more information.


GLOBAL CROSSING: Wants Nod for Treatment of Intercompany Debts
--------------------------------------------------------------
According to Paul M. Basta, Esq., at Weil Gotshal & Manges, LLP,
in New York, the Plan authorizes the Global Crossing Debtors,
subject to Singapore Technologies Telemedia Pte Ltd.'s consent, to
adjust, continue or discharge any or all intercompany debts, among
both the Debtors and non-debtor subsidiaries of Global Crossing,
Ltd and Global Crossings Holdings Ltd., with the treatment to
commence as of the Effective Date of the Plan.

The Plan Confirmation Order sets the number of intercompany
transactions by which the Debtors would effectuate the treatment
of certain Intercompany Debt on the Effective Date.  Mr. Basta
points out that the Confirmation Order explicitly provides that
the transactions described in the Confirmation Order are in
furtherance, and not in limitation of, the Plan.  

Given the amount of time that has elapsed since the Confirmation
Order was entered, the GX Debtors determined, in accordance with
the authority granted under the Plan, to modify the treatment of
other Intercompany Debts, through a variety of intercompany
transactions.

Mr. Basta reports that these are some of the various transactions
that the Debtors intend to effectuate to adjust, continue, or
discharge of the Intercompany Debt not specifically dealt with in
the Confirmation Order:

     Description of Step                      Timing of Action
     -------------------                      ----------------
(1) Global Crossing Holdings USA, LLC        Effective date
     will distribute the stock of Global
     Crossing Development Co. to Global
     Crossing North American
     Holdings, Inc.

(2) Global Crossing North American           Effective date
     Holdings, Inc. will contribute
     the stock of Global Crossing
     Development Co. to Global
     Crossing North America, Inc.

(3) Global Crossing Holdings USA, LLC        Effective date
     will distribute the stock of Global
     Crossing Development Co. to Global
     Crossing North American
     Holdings, Inc.

(4) Global Crossing North American           Effective date
     Holdings, Inc. will contribute
     the stock of Global Crossing
     Development Co. to Global
     Crossing North America, Inc.

(5) Global Crossing North America, Inc.      Effective date
     will assume $39,745,546 (or 98%
     of the prepetition payable) of
     Global Crossing Development Co.
     payable to Global Crossing
     Development Company Inc.

     Global Crossing Development              Effective date
     Company Inc. shall assume $39,745,546
     (or 98% of the prepetition payable)
     of Global Crossing Development Co.
     payable to Global Crossing
     Development Company Inc.

(6) Global Crossing North America, Inc.      Effective date
     will assume $121,707,706 (or 98%
     of the prepetition payable) of Global
     Crossing Development Co. payable to
     Global Crossing Holdings USA, LLC.

     Global Crossing North American           Effective date
     Holdings, Inc. will assume
     $121,707,706 (or 98% of the
     prepetition payable) of Global
     Crossing Development Co. payable
     to Global Crossing Holdings
     USA, LLC.

     Global Crossing Holdings USA, LLC        Effective date
     Will assume $121,707,706 (or 98%
     of the prepetition payable) of
     Global Crossing Development Co.
     payable to Global Crossing
     Holdings USA, LLC.

Accordingly, the GX Debtors ask the Court to authorize their
proposed treatment of the 343 Intercompany Debts in furtherance
of the Plan of Reorganization.

Mr. Basta asserts that the treatment of the Intercompany Debt
should be approved as Actions in Furtherance of the Plan because
the Plan provides the GX Debtors with the authority, with STT's
approval, to determine the treatment of all intercompany claims.  
At the time that the Confirmation Order was entered, the GX
Debtors determined that the transactions were necessary to
properly and effectively deal with certain of the Intercompany
Debt.  The listing of those transactions in the Confirmation
Order was not intended to limit the GX Debtors' right to further
determine the treatment of all of Intercompany Debts.    

The GX Debtors reserve their right to effectuate any additional
intercompany transactions that relate to the treatment of
Intercompany Debt. (Global Crossing Bankruptcy News, Issue No. 48;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


GRADCO SYSTEMS: Directors Approve Proposed Merger Terms
-------------------------------------------------------
Gradco Systems Inc. (OTCBB:GRDC) has reached a preliminary
agreement pursuant to which a corporation to be formed by
management of the Company's Japanese subsidiary would merge with
the Company.

The new corporation would survive the merger and the common
stockholders of the Company will receive approximately $10 a share
for their common stock. This preliminary agreement is subject to
the execution of a definitive agreement and approval of Gradco
stockholders.

Mark Takeuchi, chief executive officer of Gradco Japan, has
resigned from the Company Board and Martin E. Tash, chief
executive officer of the Company has resigned from the Board of
Gradco Japan.

The decision by the Company Board was made after a review of
alternatives including the continuation of the business or
liquidation. In the judgment of the Company Board, the proposed
transaction is the best opportunity for value to be received by
the Company shareholders and the proposal is fair to such
stockholders. Since the announcement of the offer the Gradco Board
has received no competing proposal from any source. It is
presently anticipating that the transaction will close shortly
after Jan. 1, 2004 with a Stockholders meeting being held
immediately prior thereto. Majority approval by the Gradco
shareholders is required for the transaction to occur.

                         *     *     *  

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

"The [Company's] consolidated financial statements have been
prepared in conformity with accounting principles generally
accepted in the United States of America, which contemplate
continuation of the Company as a going concern.  However, the
Company has sustained substantial losses from operations in recent
years.  In addition, the Company has used, rather than provided,
cash in its operations and has experienced a significant reduction
in its sales volume.  These factors raise substantial doubt about
the Company's ability to continue as a going concern.

"In view of the matters described in the preceding paragraph,
recoverability of a major portion of the recorded asset amounts
shown in the accompanying balance sheets is dependent upon
continued operations of the Company, which in turn is dependent
upon growth of revenues and the success of future operations.  The
consolidated financial statements do not include any adjustments
relating to the recoverability and classification of recorded
asset amounts or amounts and classification of liabilities that
might be necessary should the Company be unable to continue in
existence.

"Management has taken the following steps to revise its operating
and financial requirements, which it believes are sufficient to
provide the Company with the ability to continue in existence: the
Company has shut down the operations of Venture Engineering, Inc.,
reduced the size of its workforce and reduced other costs in an
attempt to conserve cash.  The Company's survival as a going
concern is dependent on the development of new sources in Japan
and South Korea for the manufacture and engineering of products
and the obtaining of tooling for such manufacture within the
limits of its financial resources.  However, there can be no
assurance that these activities will be sufficient to reduce
expenses quickly and sufficiently enough to meet declining
revenues, if they persist."


HARRAH'S ENTERTAINMENT: Agrees to Buy Slot Machines from IGT
------------------------------------------------------------
Harrah's Entertainment, Inc. (NYSE: HET) has agreed to purchase a
minimum of 11,000 new coinless-capable gaming machines from
International Game Technology (NYSE: IGT) to expedite the
introduction of Fast Cash(TM), the Harrah's-branded ticket-out,
ticket-in coinless system being rolled out to its casinos across
the country.

"This deal is one of the largest orders, if not the largest single
order, IGT has ever received and is of historical significance for
both companies," said G. Thomas Baker, IGT Chief Executive
Officer.  "This deal represents approximately 75 percent of
Harrah's expected slot purchases over the next year.  With this
order we are on track to achieve a new target of 60,000 to 65,000
domestic replacement machine sales for fiscal year 2004."

"This purchase agreement will help us move even more quickly to
introduce our Fast Cash(TM) system and provide our customers
nationwide with their favorite new games in a convenient coinless
environment," said Gary Loveman, Harrah's President and Chief
Executive Officer.

The new machines will be purchased and installed as quickly as
possible as part of the deployment of Harrah's Fast Cash(TM)
coinless-gaming initiative at Harrah's properties.  Harrah's
recently announced an agreement with Alliance Gaming (NYSE: AGI)
to use its eTicket(TM)* system, which Harrah's brands as Fast
Cash(TM) and which will be integrated into the games purchased
from IGT. Harrah's has already begun implementing Alliance's
ticket-out/ticket-in coinless systems at Harrah's owned and
operated properties on existing machines.

"Our company is all about great customer service," said John
Boushy, Harrah's Senior Vice President, Operations, Products &
Services and Information Technology.  "The new IGT machines
working with Fast Cash(TM) will give us the capability to take our
customer service to an even higher level. By eliminating wait
times for change and hopper fills, coinless gaming will offer our
customers unprecedented convenience."

Fast Cash(TM) is currently installed on more than 3,700 slot
machines at nine Harrah's properties in five jurisdictions.

"Our coinless gaming plans are ambitious, with implementation of
Fast Cash(TM) planned for more than 10,000 slots by year's end.  
Based on significant customer research and ongoing feedback, we
are confident that our customers will embrace these new services
and products," Boushy said.

IGT has one of the largest libraries of slots and video games and
demonstrated its strength of game development at the recent Global
Gaming Expo, where it debuted over 150 new titles and advancements
in slot technology including a new selectable multi-denomination
touch panel for its reel spinning slots.

"This is a significant step forward in the expansion of ticket-in,
ticket-out technology nationally and we are extremely pleased that
Harrah's Entertainment is using its Fast Cash(TM) technology on
our games for the benefit of their customers and casinos," said
Ward Chilton, Senior Vice President of North American sales for
IGT.

IGT -- http://www.IGT.com-- is a world leader in the design,  
development and manufacture of microprocessor-based gaming and
lottery products and software systems in all jurisdictions where
gaming and lotteries are legal.

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


HOLLYWOOD ENTERTAINMENT: Sept. Working Capital Deficit Tops $35M
----------------------------------------------------------------
Hollywood Entertainment Corporation (Nasdaq:HLYW) (S&P, B+
Corporate Credit Rating), owner of the Hollywood Video chain of
more than 1,850 video superstores, announced net income of $0.32
per diluted share for the third quarter ended September 30, 2003,
which exceeded the Company's guidance of $0.30 per diluted share.

Net income per diluted share increased approximately 23% as
compared to adjusted net income per diluted share of $0.26 for the
third quarter of 2002 (GAAP net income was $0.50 per diluted share
for the third quarter of 2002). A reconciliation of adjusted net
income is included following the financial statements of this
press release.

For the third quarter ended September 30, 2003, the Company had
total revenue of $402.0 million compared to revenue of $369.0
million for the third quarter of 2002, of which 7% was
attributable to an increase in same store sales. The balance of
the increase in revenue was attributable to the opening of new
Hollywood Video stores. The increase in same store sales was
attributable to an 8% positive contribution from merchandise sales
at Game Crazy partially offset by a 1% negative impact
attributable to the sale of new movies. Rental product revenue was
flat.

At September 30, 2003, the Company's balance sheet shows that its
total current liabilities exceeded its total current assets by
about $35 million.

The Company added 94 new Game Crazy departments and opened 21 new
Hollywood Video stores. As of September 30, 2003, the Company
operated 1,864 Hollywood Video stores, of which 577 included a
Game Crazy department.

During the quarter, the Company prepaid $40 million on its senior
credit facility. Also, since commencing its share repurchase
program on August 26, 2003, the Company has repurchased more than
$10 million of its common stock.

Commenting on the Company's results, Mark Wattles, CEO and
Founder, said, "I am proud of our employee partners, as we have
once again grown earnings by over 20% and exceeded our guidance.
We are now generating enough cash flow to fund our expansion of
Game Crazy departments and new Hollywood Video stores, while also
prepaying debt and repurchasing stock."


IESI CORP: S&P Rates $400 Million Senior Secured Debt at B+
-----------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B+' senior
secured debt rating to Fort Worth, Texas-based IESI Corp.'s $400
million senior secured credit facility. At the same time, Standard
& Poor's affirmed its 'B+' corporate credit rating on IESI and its
'B-' rating on the $150 million 10.25% senior subordinated notes
due 2012. The outlook is stable. After completion of the new bank
loan transaction, total debt will be approximately $385 million.

"The credit facility consists of a $200 million senior secured
term loan maturing in 2010 and a $200 million senior secured
revolving credit facility which matures in 2008," said Standard &
Poor's credit analyst Paul Blake. The new facility is being used
to refinance IESI's existing revolving credit facility and to
finance the acquisition of Seneca Meadows, Inc., owner and
operator of Seneca Meadows Landfill. In addition to the credit
facility, IESI raised $47.5 million in private equity, through the
issuance of convertible preferred stock.

The ratings for IESI Corp reflect its small market position
relative to its industry peers, a heavy debt burden, a lack of
geographical diversification in its revenue base, and the risks
associated with a debt-financed acquisition growth strategy. These
factors offset IESI's experienced management team, leading and
growing position in several regional markets, efficient
operations, and the favorable industry characteristics of the
solid waste business.

IESI is a private, regional (exclusively in the South and
Northeast) solid waste management company that provides
collection, recycling, transfer, and disposal services. The
company serves almost 600,000 residential, commercial, and
industrial customers. IESI has expanded rapidly in the past four
years, primarily through acquisitions. The company has taken
advantage of the fragmented nature of its local and regional
markets, although internal growth also has been a meaningful
contributor. Looking ahead, a similar strategy is likely, because
the company hopes to improve its competitive position and
integration of services to increase operating efficiency.

IESI has grown rapidly in the past four years, more than doubling
revenues during the time period. Acquisitions have accounted for
most of the increase, but double-digit internal growth has been
significant. Margin improvement because of acquisition and
internalization has improved EBITDA margins to the low 20% area.
Based upon historical performance, future internal growth should
be above average for the industry, with modest contributions from
volume and price, reflecting a leading presence in several growth
markets, a small revenue base, and highly strategic acquisitions.
Future profitability will depend on continued operating
efficiencies and successful realization of synergies in future
acquisitions.


IRVINE SENSORS: John C. Carson Discloses 9.9% Equity Stake
----------------------------------------------------------
John C. Carson has beneficial ownership of 1,286,789 shares of
Irvine Sensors Corporation's common stock, constituting
approximately 9.9% of the Company's shares outstanding as of
September 25, 2003.  Mr. Carson has (i) sole power to vote, or
direct the vote, over 103,181 shares, (ii) shared power to vote,
or direct the vote, over 7,567 shares, (iii) sole power to dispose
of, or to direct the disposition, of 103,181 shares and (iv)
shared power to dispose, or to direct the disposition, of
1,183,608 shares.  

Mr. Carson's principal occupation is as President of Irvine
Sensors. On March 28, 2003, Mr. Carson, through his individual
subaccount under the Irvine Sensors Corp. Cash or Deferred & Stock
Bonus Plan Ret. Plan, purchased 117,727 common stock units for
$2.20 per unit, each unit consisting of two shares of the
Company's common stock and a three-year warrant to purchase one
share of the Company's common stock at $2.00 per share, for an
aggregate purchase price of $260,000. On April 29, 2003, Mr.
Carson, through the Plan, purchased an additional 769,231 shares
of the Company's common stock at $1.30 per share, for an aggregate
purchase price of $1,000,000. The Units and the Shares are
collectively referred to as the "Plan Securities".  The Plan
Securities were issued in the name of Securities Trust Company
TTEE Irvine Sensors Corp. Cash or Deferred & Stock Bonus Plan Ret.
Plan FBO: John Carson and are held by the Plan.   

The Securities were purchased in two private placement
transactions with Irvine Sensors Corporation for the benefit of
Mr. Carson and solely for investment purposes.

In addition to the transactions discussed above, the Company
converted shares of its Series B Convertible Preferred Stock and
Series C Convertible Preferred Stock held for the benefit of the
beneficiaries under its non-qualified deferred compensation plan
into shares of its common stock on June 23, 2003; 24,462 of these
shares of common stock are allocated for the benefit of Mr.
Carson.

An administrative committee, currently comprised of Robert G.
Richards, John J. Stuart, Jr. and Joanne Dunlap, has the right to
receive and the power to direct the receipt of dividends from, or
the proceeds from, the sale of the Plan Securities held by the
Plan for the benefit of Mr. Carson, as well as the Non-Qualified
Plan Securities held under the Non-Qualified Plan for the benefit
of Mr. Carson. The Administrative Committee of the Plan has voting
and investment power over all securities held under the Plan and
the Non-Qualified Plan, including the Plan Securities and the Non-
Qualified Plan Securities. Mr. Carson has limited ability to
direct the liquidation of assets in his subaccounts in
contemplation of retirement, subject to affirmative consent of the
administrative committee.  

At June 29, 2003, the Company's balance sheet shows that its total
current liabilities eclipsed its total current assets by about
$210,000.

Irvine Sensors Corporation, headquartered in Costa Mesa,
California, is primarily engaged in the sale of stacked chip
assemblies and research and development related to high density
electronics, miniaturized sensors and cameras, optical
interconnection technology, high speed routers, image processing
and low-power analog and mixed-signal integrated circuits for
diverse systems applications.

                         *     *     *

                   Going Concern Uncertainty

In its SEC Form 10-Q, Irvine Sensors reported:

"The [Company's] consolidated financial statements have been
prepared on a going concern basis, which contemplates the
realization of assets and settlement of obligations in the normal
course of business.

"The Company generated net losses of $6,037,500 and $4,381,400 in
fiscal 2002 and the first 39 weeks of the fiscal year ending
September 28, 2003, respectively. In addition, the Company had
total stockholders' equity of $4,597,200 and a working capital
deficit of $211,300 at June 29, 2003.

"As mitigation to possible going concern risks posed by this
operating performance and financial condition, the Company has
historically relied on equity financing to fund deficits in its
operations and has continued to demonstrate its access to equity
capital during fiscal 2003, including approximately $2 million in
private placements of equity financing secured in the 13-week
period ended June 29, 2003.

"Management believes, but cannot assure, that the Company will be
able to raise additional working capital, if required to fund its
operations for at least the next twelve months.

"Furthermore, the Company received several new government contract
awards in March and April 2003 that management believes, but
cannot guarantee, will contribute to improvements in the Company's
operating results during the fourth quarter of fiscal 2003.  In
addition, expenses in subsidiaries, which has historically been a
significant source of consolidated net operating losses in prior
periods, have been sharply curtailed, and the Company has
reorganized its operations to consolidate technical and
administrative support resources throughout the Company, including
subsidiaries, thereby further reducing total expenses."


J.P. MORGAN: S&P Affirms 3 Note Class Ratings at Lower-B Level
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes of J.P. Morgan Commercial Mortgage Finance Corp.'s
commercial mortgage pass-through certificates series 1999-PLS1.
Concurrently, ratings on six classes from the same transaction are
affirmed.

The raised ratings are primarily due to enhanced credit support as
a result of six loan payoffs. The affirmed ratings reflect the
stable operating performance of the mortgage loan pool.

As of Sept. 15, 2003, the trust collateral consisted of 59
commercial mortgages with an outstanding principal balance of
$174.7 million, down from 65 loans totaling $211.9 million at
issuance. The master servicer, Midland Loan Services Inc.,
reported full-year 2002 net cash flow debt service coverage for
82.9% of the pool. Based on this information, Standard & Poor's
calculated a pool weighted average DSC of 1.34x, marginally better
than the DSC of 1.33x at issuance. The top 10 loans by balance
(42.3% of the pool) have a weighted average DSC of 1.51x, compared
to 1.30x at issuance. This current figure excludes the largest
loan with a scheduled balance of $10.8 million (6.2% of the pool),
for which the full-year 2002 financial information is not
available. The top 10 loans include two watchlisted loans.

The trust collateral has broad geographic diversity, and only
California and Georgia make up more than 10% of the outstanding
principal balance (nine properties, 18.6% of the pool; and six
properties, 10.7% of the pool, respectively). The trust collateral
also has wide asset diversity, with 12 office, 14 multifamily, and
14 retail assets comprising 20.0%, 19.8%, and 19.8% of the
mortgage pool, respectively. Six lodging assets that represent
10.6% of the scheduled principal balance are also within the
trust.

There is only one loan that is specially serviced. The Holiday Inn
Express in Florence, Oregon is a 51-room property built in 1993
that has a scheduled balance of $1.7 million (1.0% of the trust
collateral). This loan has been with the special servicer, Lennar
Partners Inc., since December 2002 when it was realized that the
borrower transferred the loan without the lender's consent. There
are no financial performance issues with this asset. Standard &
Poor's examined the property's 2002 financial performance and does
not forecast a loss on this asset.

Midland's watchlist consists of seven loans with an aggregate
principal balance of $32.3 million (18.5% of the pool). The
second-largest loan in the portfolio, a 216-unit multifamily
facility in Kissimmee, Florida has a scheduled balance of $9.6
million (5.5% of the loan balance). This property appears on the
watchlist because of a DSC of 0.85x in 2002 that was caused by the
layoff of many tenants who were airport workers. This has been
compounded by the oversupply of multifamily units in the area.
The eighth-largest loan carries a balance of $6.0 million (3.4% of
the trust collateral) and is located in Newnan, Ga. This
multifamily asset, which reported a 0.90x DSC in 2002, is located
in a region that suffers from an oversupply of multifamily units.
Additionally, the borrower reports that low interest rates have
caused many tenants to purchase homes, adversely affecting
occupancy levels. Standard & Poor's stressed both of these loans
under various loss severities in its analysis.

There are five other assets on the watchlist due to occupancy, low
DSC, and late payment issues, three of which are of concern. A
parking garage in Louisville, Kentucky with a balance of $4.6
million (2.6% of the scheduled balance) secures the first loan.
This property has experienced declining financial performance and
posted a 2002 DSC of 0.82x. The second loan is secured by a
55,645-square-foot industrial facility in Newton, Pennsylvania
with an outstanding balance of $3.8 million (2.2% of the mortgage
pool). The tenant that occupies 63.1% of the facility will vacate
this month and no replacement tenants have been identified at this
time. Third is a $2.7 million loan (1.5% of the trust collateral)
secured by a Comfort Inn in Brunswick, Maine that has reported
lower revenue, occupancy levels, and DSC this year.

The Hampton Inn in Cranberry, Pennsylvania is a top 10 loan that
is neither specially serviced nor included on the servicer's
watchlist, yet warrants attention. This 117-unit asset, located 20
miles north of Pittsburgh, Pennsylvania has a scheduled balance of
$5.1 million (2.9% of the pool). Standard & Poor's is concerned
because the lower occupancy level, reported to be 66.8% in May
2003 (compared to 75.9% in 2002), resulted in a DSC of only 1.07x
in the first quarter of 2003.

Standard & Poor's stressed the watchlisted loans in its analysis.
The resultant credit enhancement levels supported the raised and
affirmed ratings.
   
                        RATINGS RAISED
   
         J.P. Morgan Commercial Mortgage Finance Corp.
      Commercial mortgage pass-through certificates 1999-PLS1
   
                     Rating
        Class     To         From    Credit Enhancement (%)
        B         AAA        AA                       34.9
        C         AA+        A                        29.4
        D         A+         BBB+                     23.4
        E         A          BBB                      17.3
        F         BBB+       BBB-                     15.8
   
                        RATINGS AFFIRMED
   
        J.P. Morgan Commercial Mortgage Finance Corp.
      Commercial mortgage pass-through certificates 1999-PLS1
    
        Class      Rating    Credit Enhancement (%)
        A-1        AAA                        40.9
        A-2        AAA                        40.9
        X          AAA                        N.A.
        G          BB                         10.3
        H          B                           6.1
        J          B-                          4.9


LEAP WIRELESS: Exclusive Periods Extended for 90 More Days
----------------------------------------------------------
The U.S. Bankruptcy Court extends the Leap Wireless Debtors'
Exclusive Periods to 90 more days.  The Debtors' Exclusive Plan
Filing Period is extended until November 10, 2003 and their
Exclusive Solicitation Period is moved to January 8, 2004. (Leap
Wireless Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


LEFT RIGHT MARKETING: Hires Beckstead and Watts as New Auditors
---------------------------------------------------------------
Left Right Marketing Technology Inc. has appointed Beckstead and
Watts, LLP., as its independent accountants for the year ending
June 30, 2004. This is a change in accountants recommended by the
Company's Executive Management and approved by its Board of
Directors.  Beckstead and Watts, LLP, was engaged by the Company
on October 1, 2003.

The audit reports issued by Bradshaw, Smith & Co., LLP with
respect to Left Right Marketing's financial statements for
June 30, 2003 and 2002 issued going concern opinions.

The Company has stated that the change in accountants does not
result from any dissatisfaction with the quality of professional
services rendered by Bradshaw, Smith & Co., LLP, as the
independent accountants of the Company.


LEGAL CLUB OF AMERICA: Ability to Continue Operations Uncertain
---------------------------------------------------------------
Legal Club of American Corporation operates a national legal
referral service that provides its members referrals to a network
of over 20,000 attorneys located throughout the United States,
Puerto Rico, and the US Virgin Islands, who have contracted to
provide both individuals and small business owners with a variety
of free or deeply discounted legal services. Since its inception
in 1998, LCOA has established a variety of legal plans and built a
substantial internal infrastructure to administer large volume
enrollments and a diversified marketing capability to enroll
individuals and small business owners on a national scale. LCOA
screens, builds and maintains the attorney network, and markets
the Plans to members. LCOA derives its revenue from membership
fees and pays commissions to its independent agents on business
written. The LCOA Plans are also made available in Spanish
throughout the United States and Puerto Rico where provider
attorneys have both bilingual staff and provider attorneys.

The Company's liquidity and capital resources were negatively
impacted since the second half of fiscal year 2002 as a result of
the loss of direct marketing revenue because of more stringent
merchant services regulations. The Company's liquidity and capital
resources were also negatively affected since the beginning of
fiscal 2002 as a result of Gateway ending its relationship with
ECC for sales of personal computers through the worksites. The
loss of the Gateway relationship forced the Company to look for
alternatives to its payroll deduction program with Gateway.

The Company is at present meeting its current obligations from its
weekly cash flows. In addition the Company is paying some of its
previously incurred old accounts payable and other liabilities.
Some of these previously incurred obligations are being met on a
week-to-week basis as cash becomes available. During the December
2002 quarter, the Company contacted several vendors to re-
negotiate the terms of repayments on previously incurred
obligations. Additionally, in November 2002 one additional staff
position was cut, and the Company asked management employees to
defer receipt of one bi-weekly compensation payment. The Company
anticipates paying the deferred salaries in the March 2004
quarter, when the Company expects to be in a positive cashflow
position. The Chief Executive Officer and the Chief Financial
Officer each deferred one bi-weekly compensation payment and
reduced their respective 2002 annual compensations $30,000 each,
until the Company is in a positive cashflow position, which is
expected to be by the March 2004 quarter. The Chief Executive
Officer and the Chief Financial Officer have also agreed to defer
the increase in compensation effective January 1, 2003, per the
employment agreements, until such time as the Company is cash-
positive, or it may be agreed upon that the deferrals may be taken
in the form of stock options. Although these cost saving
initiatives have been put in place and additional cost cutting
measures may be taken in the short-term, if needed, there can be
no assurances that the Company's present flow of cash will be
sufficient to meet future obligations.

The Company also initiated in fiscal year 2002, efforts to
restructure its liabilities. Since it began its restructuring
efforts during the second half of fiscal year 2002, the Company
has been able to successfully: (a) restructure a $295,000 payable,
thereby reducing liabilities, (b) eliminate $296,000 of accrued
bonuses for two former executives, as a result of their
resignations, (c) eliminate $97,000 of accrued compensation for
the two former executives, pursuant to current litigation relating
to their resignations and (d) reduce its outstanding debt by (i)
converting principal amount of $218,000 and $32,000 in accrued
interest on its 12% Convertible Notes to Series C Redeemable
Convertible Preferred Stock for each $2.50 converted and (ii)
converting a Term Note for $26,000, including accrued interest,
into 99,003 shares of common stock at a conversion price of
$0.2577 per share. Additionally, as part of endeavors to
restructure the Company's balance sheet, the Chief Executive
Officer and the Chief Financial Officer have agreed to receive
stock options in lieu of voluntarily deferred compensation earned
for fiscal years 2000, 2001, 2002 and 2003.

At June 30, 2003, amounts accrued on the balance sheet, including
amounts being deferred in fiscal 2003, and due the executive
officers aggregated $610,000. The Compensation Committee of the
Board of Directors has approved the 2002 Stock Option Plan,
subject to shareholders approval. The Company intends to seek
shareholders approval of the 2002 Stock Option Plan, as well as
the above-described issuances. The financial benefit of the grants
will not be reflected on the balance sheet until approval of the
Plan and the above-described approval of the issuances is received
from the shareholders. The Company continues its commitment to its
indebtedness restructure program. There can be no assurance that
the Company will continue to be successful in its efforts to
restructure its indebtedness. As such, if the Company is
unsuccessful with its current revenue initiatives, cost savings
strategies and balance sheet restructuring, the Company's ability
to meet its future cash flow needs and its ability to continue as
a going concern would be in jeopardy.


MAJESTIC STAR CASINO: Corporate Credit Rating Upped to B+ from B
----------------------------------------------------------------  
Standard & Poor's Ratings Services raised its corporate credit
rating on Majestic Star Casino LLC to 'B+' from 'B', and removed
it from CreditWatch where it was placed Aug. 29, 2003.

At the same time, Standard & Poor's affirmed its 'BB-' senior
secured credit facility and 'B' senior secured notes ratings on
the company. In addition, the corporate credit and senior secured
debt ratings on subsidiary Majestic Investor Holdings LLC were
withdrawn. The outlook is stable. Gary, Indiana-headquartered
casino owner and operator has about $306 million in debt
outstanding.  

The upgrade follows the successful close of the new $260 million
senior secured notes due 2010 and $80 million senior secured
credit facility, proceeds of which were used to refinance the
existing debt at both the company and Majestic Investor. "The
upgrade also reflects a change in Majestic Star's financing
strategy where funding for all major subsidiaries will be at the
parent company level," said Standard & Poor's credit analyst Peggy
P. Hwan.  

Ratings reflect Majestic Star's substantial debt levels and a
relatively small cash flow base. These factors are offset in part
by the company's solid niche market positions and a larger pool of
assets (three casinos instead of one) under the new financing
structure.  Majestic Star owns and operates the Majestic Star
Casino, a riverboat gaming facility at Buffington Harbor in Gary,
Indiana, as well as two Fitzgeralds-branded casinos in Tunica,
Miss and Black Hawk, Colorado.  


MERRILL LYNCH: Low-B Ratings on Class E & F Notes on Watch Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on classes E
and F of Merrill Lynch Mortgage Investors Inc.'s mortgage pass-
through certificates series 1995-C3 on CreditWatch with negative
implications.

Since Standard & Poor's August 2003 review, classes E and F have
been shorted interest payments due to the liquidation of one real
estate owned property, the Ramada Inn Six Flags located in
Atlanta, Georgia. During Standard & Poor's August 2003 review, the
rating on class F was affirmed and the rating on class E was
raised.

At review, the liquidated REO had a loan balance of $3.7 million
and had been specially serviced since January 1999. The collateral
was a 229-room Ramada Inn hotel. At that time, the realized loss
estimate provided by the special servicer, CRIIMI MAE Services
L.P., was $3.4 million, based on an expected sale price for the
property and certain advances made by CRIIMI MAE to date. Based on
the final sale price obtained and the final total of principal and
interest and property protection advance, the actual loss totaled
approximately $6.2 million, including property protection advances
by CRIIMI MAE totaling approximately $2.5 million. Upon
disposition of the asset, CRIIMI MAE is permitted to recoup these
advances from the trust. Consequently, the September 2003 trustee
report revealed that all of the trust principal payments were used
to repay some of the advances as well as some trust interest
payments. This resulted in a loss of $5.8 million to class G and
the interest shortfalls to classes E and F. Although the September
2003 trustee report states that another $1.4 million of remaining
unapplied losses needs to be reimbursed, the remaining un-
reimbursed advance should only be approximately $425,000, based on
information provided to Standard & Poor's by CRIIMI MAE. It is
expected that the trustee, Deutsche Bank, will be made aware of
this correction, and it will be reflected in the next trustee
report.

Standard & Poor's will keep these ratings on CreditWatch until
confirmation is made regarding the amount of remaining unapplied
losses and un-reimbursed advances, and clarification is made as to
how the remaining amounts will be repaid and allocated to the
trust. If the interest shortfalls continue and remain outstanding
for an extended period of time, additional rating actions may be
necessary.
   
    RATINGS PLACED ON CREDITWATCH WITH NEGATIVE IMPLICATIONS
   
               Merrill Lynch Mortgage Investors Inc.
            Mortgage pass-through certs series 1995-C3
   
                        Rating
     Class    To                From      Credit Support (%)
     E        BB+/Watch Neg     BB+                   15.58
     F        B-/Watch Neg      B-                     3.39


MILLER IND.: Obtains Commitment to Refinance Credit Facilities
--------------------------------------------------------------
Miller Industries, Inc. (NYSE: MLR) announced that William G.
Miller, Chairman of the Board, was elected by the Board of
Directors to the additional post of Co-Chief Executive Officer of
the Company effective October 9, 2003.  

Mr. Miller will reassume this position, which he held during 1997
after being CEO of the Company from its inception to 1997, with an
initial focus on negotiating and completing a refinancing of the
Company's senior debt facility.

Also, the Company has entered into a letter agreement with a large
financial institution pursuant to which such lender confirmed its
interest in providing up to $53 million of financing in order to
refinance the senior and subordinated credit facilities of the
Company.  The agreement does not constitute a commitment or
undertaking by such lender to provide financing, and is subject to
completion of due diligence and various other conditions.  Thus,
there can be no assurance that this new credit facility will be
consummated.  The lender has commenced its due diligence process
and, if the transaction proceeds to closing, the Company
anticipates the closing occurring by year end 2003.

The Company was recently informed by Contrarian Capital, of
Greenwich, Connecticut, that it is finalizing the purchase of all
of the subordinated debt of the Company and is interested in
converting a portion of such debt into equity of the Company which
will facilitate the refinancing of the Company's debt.  The
Company understands that Contrarian intends for Mr. William G.
Miller and other senior management of the Company to invest
alongside it in this transaction.  The Board of Directors has
empowered a special committee consisting of the three non-employee
members of the Board to engage in all negotiations with this
investor group on behalf of the Company. There is no arrangement
or agreement at this time with respect to any such conversion of
debt and there can be no assurance that any such conversion will
take place.

Jeff Badgley, the CEO of the Company since 1997 and now the Co-
CEO, said, "We are all extremely pleased to have Bill Miller back
with us on an everyday basis.  His leadership will be invaluable
to our efforts to refinance our debt and grow our core
manufacturing business."

The Company also announced that the Board of Directors has engaged
Joseph Decosimo and Company, LLP as the Company's new independent
auditors.  On October 3, 2003, PricewaterhouseCoopers LLP, the
registrant's former independent auditors, resigned from that
position.  PricewaterhouseCoopers' decision to resign as the
Company's independent auditors was not influenced by any
disagreements with management.

"Now that the Company has divested its towing services operations
and is focused solely on manufacturing as its single business
segment, the Board believes that using a large regional
nationally-recognized accounting firm headquartered in Chattanooga
is more appropriate for the Company," said Jeff Badgley.

Miller Industries, headquartered in Chattanooga, Tennessee, is the
world's largest manufacturer of towing and recovery equipment with
facilities in Tennessee, Pennsylvania, France and England.  The
Company markets its towing and recovery equipment under a number
of well-recognized brands, including Century, Vulcan, Chevron,
Holmes, Challenger, Champion and Eagle.

                         *    *    *

As reported in Troubled Company Reporter's August 22, 2003
edition, Miller Industries' Junior Credit Facility matured and was
due and payable on July 23, 2003, under which $13.8 million was
outstanding June 30, 2003. The Company has not yet repaid or
refinanced the outstanding principal and interest under the Junior
Credit Facility.

The Company's failure to repay all outstanding principal, interest
and any other amounts due and owing under the Junior Credit
Facility on the maturity date constituted an event of default
under the Junior Credit Facility and also triggered an event of
default under the Senior Credit Facility cross-default provisions.
Pursuant to the terms of the Intercreditor Agreement, the junior
lender agent and the junior lenders are prevented from taking any
enforcement action or exercising any remedies against the Company,
its subsidiaries or their respective assets in respect of such
event of default during a standstill period which will expire on
the earlier of: (i) November 26, 2003 (the date which is 120 days
after the date that written notice was given by the junior lender
agent to the senior lender agent of its intent to commence an
enforcement action as a result of the occurrence of the Junior
Credit Facility defaults), subject to extension by notice from
senior lender agent to junior lender agent to April 24, 2004 (the
date which is 270 days after the date of the Junior Notice); (ii)
the acceleration of the maturity of the obligations of the Company
under the Senior Credit Facility by the senior lender agent, and
(iii) the commencement of any bankruptcy, insolvency or similar
proceeding against the Company or certain of its subsidiaries.

On August 5, 2003, the senior agent gave a payment blockage notice
to the junior agent, thereby preventing the junior agent and
junior lenders from receiving any payments from the Company in
respect of the Junior Credit Facility while such blockage notice
remains in effect. This payment blockage will expire on the
earlier of (i) February 1, 2004 (subject to an extension to May 1,
2004) if the Standstill Period is extended from November 26, 2003
to April 24, 2004 at the election of the senior lender agent by
notice to the junior lender agent as described above, or (ii) the
date that the Senior Credit Facility defaults giving rise to the
payment blockage notice have been cured or waived. An event of
default has also occurred under the Junior Credit Facility and the
Senior Credit Facility as a result of the auditor's report for the
Company's December 31, 2002 financial statements including an
explanatory paragraph that referred to uncertainty about the
Company's ability to continue as a going concern for a reasonable
period of time. These existing events of default under the Senior
Credit Facility could result in the acceleration of the amounts
due under the Senior Credit Facility as well as other remedies if
not waived by the senior lenders. There is no assurance that the
Company will be able to obtain such a waiver from the senior
lenders or a waiver from the junior lenders of any events of
default that have occurred.

The Company is currently in discussions with the lenders under the
Junior Credit Facility to extend the maturity date of the Junior
Credit Facility and/or to refinance the Junior Credit Facility.
The Company has also entered into discussions with the lenders
under the Senior Credit Facility to refinance the Senior Credit
Facility. There can be no assurance that the Company will be able
to extend the maturity date of the Junior Credit Facility or
refinance either or both Credit Facilities.

Finally, the Company recently submitted a plan to the New York
Stock Exchange for regaining compliance with the NYSE's continued
listing standards. The plan is centered on focusing all the
Company's resources, manpower as well as financial, on returning
the manufacturing operations to their historically profitable
levels. The NYSE may take up to 45 days to review and evaluate the
plan.

Miller Industries is the world's largest manufacturer of towing
and recovery equipment. The Company markets its towing and
recovery equipment under a number of well-recognized brands,
including Century, Vulcan, Chevron, Holmes, Challenger, Champion
and Eagle.


MIRANT CORP: Secures Final Approval of Paul Hastings Engagement
---------------------------------------------------------------
On a final basis, U.S. Bankruptcy Court Judge Lynn authorizes the
Mirant Debtors to employ Paul Hastings Janofsky & Walker LLP as
special counsel, effective July 14, 2003, to the extent that the
MAGI Committee's Objection is resolved by Jonathan Birenbaum's
amended disclosure wherein Paul Hastings agreed to reduce their
scope of services:

   (a) Paul Hastings will continue to represent Mirant Mid-
       Atlantic in connection with its ongoing collective
       bargaining negotiations with Local 1900 of the
       International Brotherhood of Electrical Workers;

   (b) Paul Hastings will continue to represent Mirant NY in
       connection with its collective bargaining agreement
       executed June 2003 post-execution and ancillary issues
       arising therefrom;

   (c) Paul Hastings will continue to represent Mirant in
       connection with the sale of its Shady Hills, West Georgia
       and Wrightsville projects, including the formulation and
       preparation of applicable transitional documents;

   (d) Paul Hastings will continue to represent Mirant in
       connection with Minority ownership of entities located
       in the Caribbean, which representations includes
       advising Mirant on corporate governance and
       shareholder matters with respect to these entities;

   (e) Paul Hastings will continue to represent an employee
       of Mirant in connection with an ongoing SEC
       investigation into Mirant's accounting policies.  The
       employee is not, and has never been a member of a board of
       directors, or an officer of any Mirant entity.  Mirant
       agreed to indemnify this employee, including the cost
       of legal representation; and

   (f) Paul Hastings agrees to represent Mirant and the other
       Debtors in connection with operational matters that
       arise in connection with the Debtors' investments and
       interest in 25 projects.

Paul Hastings is a Protected Professional within the meaning of
the Court's Order restricting pursuit of certain persons employed
in these cases.

                         *    *    *

Paul Hastings agreed to be compensated for the services in
accordance with its customary hourly rates in effect from time to
time.  Currently, the hourly rates of its attorneys and
paraprofessionals range from $60 to $740.  Moreover, the Debtors
agreed to reimburse Paul Hastings for its necessary and reasonable
out-of-pocket expenses. (Mirant Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


MOHEGAN TRIBAL: Commences 6-3/8% Senior Sub Notes Exchange Offer
----------------------------------------------------------------
The Mohegan Tribal Gaming Authority has commenced an offer to
exchange its 6-3/8% Senior Subordinated Notes due 2009, which were
sold in July 2003 pursuant to Rule 144A and Regulation S of the
Securities Act of 1933, as amended, for an equal amount of newly
issued 6-3/8% Senior Subordinated Notes due 2009.  

The new notes have substantially identical terms as the original
notes, except that the new notes have been registered under the
Securities Act and will be freely tradable.

The Authority will accept for exchange any and all of the original
notes validly tendered and not withdrawn prior to 5:00 p.m. New
York City time on November 10, 2003, unless extended.  Tenders of
the original notes may be withdrawn at any time prior to 5:00 p.m.
New York City time on the Expiration Date.

The terms of the exchange offer and other information relating to
the Authority are set forth in the prospectus dated October 9,
2003.  Copies of the prospectus and the related letter of
transmittal may be obtained from U.S. Bank National Association,
which is serving as the exchange agent in connection with this
exchange offer.  U.S. Bank's address, telephone number and
facsimile number are as follows:

     U.S. Bank National Association
     Corporate Trust Services
     60 Livingston Avenue
     St. Paul, Minnesota 55107-2292
     Telephone:  (800) 934-6802
     Facsimile:  (651) 495-8158

The exchange offer is made only by the prospectus dated October 9,
2003.

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


M WAVE INC: Reports Significant Developments in Restructuring
-------------------------------------------------------------
M~Wave, Inc. (Nasdaq: MWAV), a value-added service provider of
high performance circuit boards used in a variety of digital and
high frequency applications sourced domestically and
internationally, announced the following developments in its
restructuring.

          Renewal Of Engagement With Turnaround Advisor

The engagement of Credit Support International, LLC's, originally
made April 15, 2003 for 120 days, was extended through August 31,
2004. CSI will continue to provide its services to M~Wave
exclusively through its Managing Member, Jim Mayer. Mr. Mayer will
report to the M~Wave Board and assumes the title of Chief
Restructuring Advisor. Mr. Mayer has 18 years of experience and
has managed or directed more than 50 engagements with troubled
companies through which he has provided a variety of services
directly to clients including: due diligence, workout, collateral
control, corporate restructuring, bankruptcy support, cross-border
secured finance and interim management. Mayer has served on
several boards of directors including the Turnaround Management
Association.

Joseph A. Turek, M~Wave's CEO, stated that he was very satisfied
with CSI's response to the deteriorating financial and operating
state of the company last spring. "During the first 90 days, Jim
was able to quickly re- focus our long-term direction away from
manufacturing and stem the outflow of cash."

Mr. Mayer commented, "M~Wave was quickly running out of time and
money. Their problems stemmed largely from the inability to
effectively manufacture digital products with high-cost in-house
manufacturing, and reduced volume. We quickly determined that the
better model for M~Wave was to serve as a supply chain resource
that linked middle-market customers to the lowest cost and highest
quality of domestic and international circuit boards, but not as
the manufacturer itself. The turnaround process began by taking
difficult steps to bring the company to neutral cash flow,
including debt realignment, both secured and unsecured; headcount
and management reduction; sales of unneeded assets; and customer
relationship management, and will continue with fundamental
changes in the M~Wave business model."

           New Secured Short-Term Loan With Bank One, Na

On October 1, 2003, M~Wave entered into a new $2,413,533 loan with
Bank One, NA that will mature on December 31, 2003, and will
require monthly payments of interest at the bank's prime rate.
This loan replaces the unpaid portion of the Industrial Revenue
Bonds (IRB) that were used to fund the acquisition of the land and
construction of the company's manufacturing plant located in West
Chicago, Illinois, and a related forbearance agreement with the
bank. Upon signing the new loan, the company is no longer in
default of its obligations to the bank arising pursuant to the
IRB.

Concurrent with the new loan, M~Wave paid $350,000 toward then-
outstanding principal obligations, and Bank One released liens
covering the company's accounts receivable and inventory. Mr.
Turek commented that "The completion of the loan, the removal of
the forbearance agreement, and the ability to seek working capital
financing is a significant step in placing the company on the
right track toward making a turnaround."

Additional terms of the loan include assigning Bank One a lien on
the company's real estate and improvements located in Bensenville,
IL, site of its former operations. Bank One is to receive a
payment of $650,000 upon sale of the Bensenville assets, to be
applied to the loan's principal. M~Wave secured in late September
a contract of sale covering the Bensenville real estate assets for
$922,000. The contract is presently under review by legal counsel
of both the proposed buyer and M~Wave, and November 1, 2003, is
the closing date in the contract. "In a challenged real estate
market, this is a very good thing, and the fact it will reduce
bank debt according to schedule and release nearly $300,000 of
incremental working capital is even better," commented Mr. Mayer.

M~Wave is also in preliminary negotiations to sell or lease other
manufacturing assets in conjunction with the outsourcing of its
domestic circuit board production located in West Chicago. "If
effectuated, this will significantly aid the company's efforts to
pay Bank One, reducing debt significantly and placing the company
on a positive track toward fulfilling its mission to become
competitive in the domestic and international circuit board
sourcing and service sector without the burdens of excessive bank
debt," stated Mr. Turek.

The company's efforts to sell the Bensenville real estate and the
manufacturing assets at the West Chicago facility are consistent
with the company's new strategy to be a service provider, rather
than a manufacturer, of printed circuit boards. If these efforts
are unsuccessful or do not otherwise raise sufficient proceeds to
repay the bank by December 31, 2003, the company will need to
renegotiate its loan with the bank or seek alternative financing.

             Re-Negotiation Of Delinquent Trade Debt

Commencing September 1, 2003 M~Wave committed to a vendor trade
debt restructuring plan that calls for the company to pay trade
creditor balances of $3.1 million in a staggered three-pronged
process commencing in September and extending through December
2003 to the end of first quarter 2004.

Under terms of the vendor settlement agreements, M~Wave will pay,
immediately following signing of each agreement, 50% of the vendor
balances that are under $10,000. It will pay trade balances in
excess of $10,000 to vendors at 60% of the principal balance,
payable in two payments staggered 60 days apart. The vendors will
then forgive the balance of such trade debt. To date, the company
has entered into vendor settlement agreements with vendors holding
approximately $1.2 million of trade debt. Of the remaining trade
debt, the company is negotiating with one vendor to whom the
company's obligations are approximately $1.3 million, and the
company has yet to commence negotiations with certain vendors in
Asia to whom the balance of approximately $600,000 is owed.

The expected sources of repayment include the net proceeds of a
tax refund received to date; sales of excess assets, net of
secured debt; expected financing of working capital assets and
additional refinancing or sale of other term assets located in
West Chicago, Illinois.

Mr. Mayer commented, "I am optimistic that the very significant
vendor debt obstacle will be behind M~Wave sooner than we
expected, and overall, we are getting good traction in liquidating
unneeded assets to accomplish this. "This is even more gratifying
that these settlements were forged informally, out of court and as
rapidly as they were."

Established in 1988 and headquartered in the Chicago suburb of
West Chicago, Illinois, M~Wave is a value-added service provider
of high performance circuit boards. The Company's products are
used in a variety of telecommunications and industrial electronics
applications. M~Wave services customers like Federal Signal on
digital products and Celestica -Nortel and Remec with its patented
bonding technology, Flexlink IIT, and its supply chain management
services including Virtual Manufacturing (VM) and the Virtual
Agent Procurement Program (VAP) whereby customers are represented
in Asia either on an exclusive or occasional basis in sourcing and
fulfilling high volume and technology circuit board production in
Asia through the Company's Singapore office. The Company trades on
the Nasdaq National market under the symbol "MWAV." Visit the
Company on its Web site at http://www.mwav.com  

Established in 1991 by a European-American joint venture between
Groupe Warrant of Belgium and DiversiCorp, Inc. of Dallas, Texas,
CSI provided cross- border collateral control that linked lenders
to their assets located both inside the U.S. and Western Europe.
In 1998 CSI was split off from the two partner companies and
evolved into a specialized consulting firm devoted to transitional
and troubled middle market companies. Jim Mayer, its Managing
Member, has 18 years of experience including 12 years as CEO of
DiversiCorp, Inc. and has managed or directed more than 50
engagements with troubled companies and provided a variety of
services directly to clients including: due diligence, workout,
collateral control, corporate restructuring, bankruptcy support,
cross-border secured finance and interim management. Mayer has
served on several boards of directors including the Turnaround
Management Association.


NAT'L CENTURY: Ex-Directors Want Stay Enforced on Pending Suits
---------------------------------------------------------------
Prior to the Petition Date, the National Century Financial
Enterprises Debtors, including NPF XII and NPF VI, purchased
accounts receivable, pooled and securitized large quantities of
receivables, and sold notes issued by various securitization
trusts.  Thomas G. Mendell, Harold W. Pote, and Eric R. Wilkinson
are former directors of the Debtors who have been sued in various
proceedings in their capacities as former directors of one or more
of the Debtors.

According to Michael H. Carpenter, Esq., at Zeiger & Carpenter,
in Columbus, Ohio, the Outside Directors has been named as
defendants in litigations arising from the demise of the Debtors'
businesses and resultant bankruptcies.  One or more of the
Outside Directors has been named in each of these actions:

A. Amedisys, Inc., et al. v. JP Morgan Chase Bank, et al. --
   naming Messrs. Mendell and Pote

   This action was filed in Louisiana state court on February 21,
   2003 by a healthcare provider and its subsidiaries seeking
   $7,300,000 in the accounts of JP Morgan Chase, as trustee for
   NPF VI.  It was removed to the U.S. District Court of the
   Middle District of Louisiana on March 24, 2003.  On August 19,
   2003, the Court stayed this action.

B. City of Chandler, et al. v. Bank One, N.A., et al. -- naming
   Messrs. Mendell, Pote and Wilkinson

   This action was filed on May 23, 2003 in Arizona state court
   by over 190 plaintiffs holding notes from NPF VI and NPF XII
   alleging 34 causes of action and over $1,300,000,000 in
   losses.  It was removed to the U.S. District Court for the
   District of Arizona on June 27, 2003.

C. State of Arizona, et al. v. Credit Suisse First Boston Corp.,
   et al. -- naming Messrs. Mendell, Pote and Wilkinson

   This action was filed on May 23, 2003 in Arizona state court
   by the State of Arizona, nine other Arizona governmental
   entities and 20 other plaintiffs holding notes from NPF VI and
   NPF XII.  Plaintiffs allege 27 causes of action and
   $135,000,000 in losses.  This action was removed to the U.S.
   District of Arizona on August 21, 2003.

D. Parrett v. Bank One, N.A., et al. -- naming Messrs. Mendell,
   Pote and Wilkinson

   This action was filed in Arizona state court on February 11,
   2003 by a founding shareholder and former director and
   treasurer of NCFE seeking over $50,000,000 due to the decline
   in value of the NCFE shares.  It was removed to the U.S.
   District Court for the District of Arizona on March 20, 2003.

E. Metropolitan Life Insurance Co., et al. v. Bank One, N.A., et
   al. -- naming Messrs. Mendell and Pote

   This action was filed on April 28, 2003 in the U.S. District
   Court for the District of New Jersey by purchasers of
   $121,000,000 of notes from NPF XII.

F. Lloyds TSB Bank, PLC v. Bank One, N.A., et al. -- naming
   Messrs. Mendell and Pote

   This action was filed on June 9, 2003 in the U.S. District
   Court for the District of New Jersey by purchasers of
   $128,000,000 of notes from NPF XII.

G. Pharos Capital Partners LP v. Deloitte & Touche, LLP et al. --
   naming Messrs. Pote and Wilkinson

   This action was filed in Ohio state court on March 14, 2003 by
   an investor of $12,000,000 in NCFE alleging it was misled by
   private placement materials, financial statements and other
   information.  It was removed to the U.S. District Court for
   the Southern District of Ohio on April 23, 2003.

H. Bank One, N.A. v. Poulsen, et al. -- naming Messrs. Mendell,
   Pote and Wilkinson

   This action was filed in the U.S. District Court for the
   Southern District of Ohio on April 30, 2003 by Bank One, as
   indenture trustee on behalf of holders of notes issued by NPF
   XII.  The court granted Bank One's motion to stay the
   proceeding to allow a successor trustee to be chosen.

I. Med Diversified Inc., et al v. Poulsen, et al -- naming Mr.
   Pote

   This action was filed by healthcare providers on November 13,
   2003 in the U.S. District Court for the District of
   Massachusetts.  The court has granted JP Morgan's motion to
   stay the proceeding until notice of voluntary dismissal is
   filed or one of parties moves to lift the stay.

Additional lawsuits may be filed against Messrs. Pote, Wilkinson
and Mendell as a result of their former status as Outside
Directors of the Debtors.

Accordingly, Messrs. Pote, Wilkinson and Mendell ask the Court to
enforce the automatic stay imposed by Section 362 of the
Bankruptcy Court and enjoin:

   (a) each of the nine pending actions, and

   (b) any and all future litigation arising from or relating to
       their former status as officers and directors of one or
       more of the Debtors.

                    The D&O Insurance Policies  

Mr. Carpenter reports that two Directors' and Officers' Insurance
Policies are the subject of an adversary complaint filed by the
Debtors seeking declaratory and injunctive relief:

   (a) Gulf Insurance Company issued the Gulf Policy to the
       Debtors covering claims made during the period from
       March 28, 2002 to March 28, 2003, up to an aggregate limit
       of $5,000,000; and

   (b) Great American Insurance Company provides $5,000,000 in
       excess policy coverage, inclusive of defense costs, beyond
       the coverage provided by the Gulf Policy.  

The Gulf Policy insures against claims that may be asserted
against the Debtors' directors and officers as well as those
asserted directly against the Debtors.  Pursuant to Insuring
Clauses A and B, the Gulf Policy provides coverage for losses
incurred by the Debtors' directors and officers and for losses
incurred by the Debtors resulting from the companies'
indemnification of their directors and officers, in both
instances in respect of claims for alleged wrongful acts.  In
addition, Insuring Clause C provides direct or "entity" coverage
to the Debtors for losses arising from claims made directly
against the Debtors for alleged wrongful acts.

The aggregate limit for all of the claims that may be covered
under Insuring Clauses A, B and C is $5,000,000.  The Gulf Policy
does not segregate any proceeds for any of the various items or
claims that it covers.  Thus, to the extent a claim is paid under
Insuring Clause A of the Gulf Policy on behalf of the directors
and officers, the payment reduces, dollar for dollar, funds
available for payment of any other claims asserted against the
directors and officers that would otherwise be covered under
Insuring Clause A.  It also reduces the insurance available to
the Debtors for the indemnification of their directors and
officers under Insuring Clause B and for claims made directly
against the Debtors under Insuring Clause C.

Numerous governmental agency investigations and lawsuits,
including those naming the Outside Directors, have been
commenced.  Of those actions already commenced, the claims
against the Debtors, the Outside Directors and others exceed
$2,000,000,000.  Given the claims already filed, it is a foregone
conclusion that the $10,000,000 available under the two D&O
policies will be woefully inadequate.  In fact, the Debtors have
represented that claims for losses and defense costs already
incurred by them alone are in excess of the $10,000,000
available.

             The Debtors' Indemnification Obligations  
  
Pursuant to their Codes of Regulations, Debtors NCFE, NPF XII and
NPF VI are obligated to indemnify their directors and officers
against losses they sustain while serving in those capacities to
the full extent permitted by applicable law.  Consequently, under
Ohio law and by their own Codes of Regulations, the Debtors may
be required to advance indemnity payments to the Outside
Directors prior to final disposition of the actions against them.  
Each of the Outside Directors has filed a proof of claim against
the Debtors on the basis that under these indemnities, the
Debtors are indebted and obligated for undetermined and
unliquidated amounts.

                    Litigation Should Be Stayed

Mr. Carpenter asserts that the automatic stay is necessary to
enjoin the continued prosecution of each of the pending actions
against the Outside Directors and any and all future litigation
arising from or related to the former status of the Outside
Directors as officers and directors of one or more of the
Debtors.

Litigation should be stayed pursuant to Section 362(a)(1) because
of the "identity" of interest between the Debtors and the Outside
Directors.  Because the Outside Directors have a right to
indemnification by the Debtors pursuant to Ohio state law and the
Debtors' corporate Codes of Regulations, judgments against the
Outside Directors will, in essence, constitute judgments against
the Debtors.

Alternatively, the Court should enjoin the litigation against the
Outside Directors pursuant to Section 105.  Mr. Carpenter asserts
that a Section 105(a) injunction is appropriate because:

   (a) The Debtors will be irreparably harmed if the actions are
       not stayed

       Each dollar in indemnification paid to the Outside
       Directors will be one less dollar payable to the Debtors,
       and thus will be unavailable to creditors.  Furthermore,
       if actions against the Outside Directors are not stayed,
       the Debtors would be forced to participate in them or risk
       collateral estoppel effect.

   (b) The threatened injury outweighs any potential harm to
       others

       The injunction would not harm the other parties involved
       because the Debtors only requests that lawsuits naming the
       Outside Directors as defendants be stayed as to them
       alone.  These lawsuits would not be stayed in their
       entirety and no delay would result with regard to the
       other parties.

   (c) Granting the injunction serves the public interest

       The requested injunction will benefit the Debtors'
       creditors by preserving the integrity of the Debtors'
       estates.

   (d) There is a likelihood of success on the merits

       There is a likelihood that the Outside Directors will
       ultimately prevail on the merits in the underlying
       lawsuits because they have substantial jurisdictional and
       substantive defenses to liability.  The Outside Directors
       were not involved in any wrongful conduct.  

Mr. Carpenter notes that the actions against the Outside
Directors also seek to obtain possession or control of the
proceeds of the D&O policies under which the Debtors, together
with their current and former directors and officers, are
beneficiaries.  These proceeds constitute property of the
Debtors' estates, which could be rapidly diminished in violation
of the automatic stay provision of Section 362(a)(3) as a result
of the claims against the Outside Directors. (National Century
Bankruptcy News, Issue No. 24; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


NEXTEL COMMS: Completes Service Level Agreement with Cingular
-------------------------------------------------------------
Nextel Communications Inc. (NASDAQ:NXTL) and Cingular Wireless
announced the completion of a Service Level Agreement that defines
the process to which the carriers will adhere when porting phone
numbers after the Federal Communication Commission's Wireless
Local Number Portability mandate is effective on November 24,
2003.

Both Nextel and Cingular are committed to making the porting
process a positive experience and worked cooperatively to agree on
standards that are in the best interest of their customers. The
FCC recently stated that wireless carriers must port numbers even
if they have not reached agreement on how to do it. Nextel and
Cingular believe that consumers will be better served if wireless
carriers pursue agreements with every partner with which they
might port numbers in the top 100 Metropolitan Statistical Areas
so that consumers will not experience confusion and delay.

"Nextel continues to push forward to make sure we'll provide the
best possible WLNP experience when the deadline arrives," said
Mark Schweitzer, senior vice president of marketing for Nextel.
"Nextel has diligently pursued port testing and SLAs with other
carriers, as well as prepared our own systems and business
processes to support WLNP. Nextel's priority continues to be to
work to exceed our customer's expectations in every way, with our
without WLNP."

"Cingular is committed to making sure wireless customers have a
positive experience when changing carriers," said Adam Vital, Vice
President of Wireless Operations and Support at Cingular Wireless.
"Cingular has spent tens of millions of dollars on information
technology and training. This agreement with Nextel is only the
latest achievement in our WLNP work."

Nextel and Cingular continue to urge other carriers to actively
negotiate and work to standardize processes prior to November 24
in the absence of specific FCC guidelines outlining the processes
and basic technical and validation information needed to properly
complete a port.

Nextel Communications (S&P, BB- Corporate Credit Rating, Stable),
a Fortune 300 company based in Reston, Va., is a leading provider
of fully integrated wireless communications services and has built
the largest guaranteed all-digital wireless network in the country
covering thousands of communities across the United States. Nextel
and Nextel Partners, Inc., currently serve 293 of the top 300 U.S.
markets. Through recent market launches, Nextel and Nextel
Partners service is available today in areas of the U.S. where
approximately 243 million people live or work.

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


OGLEBAY NORTON: Default Highlighted in Richard Lehmann Analysis
---------------------------------------------------------------
Savvy investors need all the information possible to maximize
gains while limiting losses, and Richard Lehmann helps to do that
by a concentrated focus on corporate defaults. Learn about Oglebay
Norton Company (NASDAQ:OGLE). Click here for the full story
exclusively on Zacks.com: http://featuredexpert2bw.zacks.com/  

Here are the highlights from the Featured Expert column:

Corporate defaults in the last quarter showed an uptick in both
number and dollar value of bonds entering default. In fact, the
last quarter's numbers are greater than the first two quarters of
the year combined.  

Oglebay Norton Company (NASDAQ:OGLE) provides essential minerals
and aggregates to a broad range of markets. The company missed the
August 1, 2003 interest payment on its 10% bonds of '09 and did
not make up the payment within the 30- day grace period. The
company blamed weak demand in its markets together with rising
healthcare, interest, and energy costs for it financial
difficulties. Negotiations with lenders and bondholders finally
concluded on September 15, 2003 when agreement was reached among
all parties. The amendments to its loan covenants allow the
company more flexibility. Oglebay can now draw on its credit line
to pay bondholders as well as fund continuing operations. The
interest payment will be made as soon as practicable.

Learn more about the above-mentioned companies, and don't miss
Richard Lehmann's complete analysis on corporate and mutual
defaults by clicking: http://featuredexpert3bw.zacks.com/  

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And there is no better way to enjoy this investment success, than
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securities for the clients of such affiliates.

Oglebay Norton Company (S&P, D Corporate Credit Rating), a
Cleveland, Ohio-based company, provides essential minerals and
aggregates to a broad range of markets, from building materials
and home improvement to the environmental, energy and
metallurgical industries. The company's Web site is located at
http://www.oglebaynorton.com


PAN AMERICAN GEN: UST Set to Meet with Creditors on November 19
---------------------------------------------------------------
The United States Trustee will convene a meeting of Pan American
General Hospital, LLC's creditors on November 19, 2003, 1:30 p.m.,
at El Paso Suite 135, The Spectrum Bldg., 8201 Lockhead, El Paso,
Texas 79925. This is the first meeting of creditors required under
11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in El Paso, Texas, Pan American General Hospital,
LLC, is owned and operated by the Pan American Community Hospital.
The Company filed for chapter 11 protection on October 9, 2003
(Bankr. W.D. Tex. Case No. 03-32693).  E. P. Bud Kirk, Esq.,
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$11,951,763 in total assets and $9,895,821 in total debts.


PERKINELMER INC: Look for Third-Quarter Results on October 22
-------------------------------------------------------------
PerkinElmer, Inc. (NYSE:PKI) announced that at the close of
business on Wednesday, October 22, 2003, the Company will release
third quarter 2003 results. The Company will hold a conference
call to discuss the results the following day, October 23, 2003 at
10:00 a.m. ET. Gregory L. Summe, chairman and chief executive
officer, and Robert F. Friel, senior vice president and chief
financial officer, will host the conference call.

To listen to the call live, please tune into the webcast via
http://www.perkinelmer.com A playback of this conference call  
will be available beginning 1:00 p.m. ET, Thursday, October 23,
2003. The playback phone number is (719) 457-0820 and the code
number is 717288.

PerkinElmer, Inc. (S&P, BB+ Corporate Credit and Senior Unsecured
Note Ratings, Stable) is a global technology leader focused in the
following businesses - Life and Analytical Sciences,
Optoelectronics and Fluid Sciences. Combining operational
excellence and technology expertise with an intimate understanding
of our customers' needs, PerkinElmer provides products and
services in health sciences and other advanced technology markets
that require innovation, precision and reliability. The Company
serves customers in more than 125 countries, and is a component of
the S&P 500 Index. Additional information is available through
http://www.perkinelmer.com


PG&E NATIONAL: Court Clears Amended Severance & Retention Plans  
---------------------------------------------------------------
PG&E National Energy Group, Inc., PG&E Energy Trading Holdings
Corporation, PG&E Energy Trading - Gas Corporation, PG&E ET
Investments Corporation, PG&E Energy Trading - Power, L.P., and
USGen New England, Inc., obtained the U.S. Bankruptcy Court's
authority to honor the severance and retention plans as amended.

                          Backgrounder

                     Amended Severance Plan

Before the Petition Date, the NEG Debtors and USGen provided
their employees with an "unfunded" severance benefit plan, which
was recently amended to clarify the eligibility requirements.  
The benefits provided under the Amended and Restated Power
Services Company Severance Pay Plan are the same as those in the
prepetition severance plan.

Employees eligible to participate in the Amended Severance Plan
include:

   (a) regular, full time employees; and

   (b) regular, part-time employees scheduled to work more than
       20 hours per week, except if:

       * an employee's terms and conditions of employment are
         covered by a collective bargaining agreement;

       * an employee has entered into a written agreement with
         the NEG Debtors or USGen that provides for benefits upon
         termination of employment; or

       * an employee is or becomes eligible to participate in any
         severance pay plan established by an employer or an
         affiliate.

A "Participant", for purposes of the Amended Severance Plan, is
an Eligible Employee whose employment is terminated:

     (i) without "Cause" and the termination is unrelated to a
         "Change in Control" of the employer; or

    (ii) without Cause in connection with a Change in Control of
         the employer and the Eligible Employee does not receive
         a "Qualifying Offer," except in certain circumstances,
         where an employee will not be eligible for severance
         payments.

To receive severance benefits, a Participant must sign an
agreement containing a release of all claims against the
employers or its affiliates.

The Amended Severance Plan is intended to be a welfare benefit
plan within the meaning of Section 3(1) of the Employee
Retirement Income Security Act of 1974, and to assist eligible
employees who are involuntarily terminated to make a transition
to new employment.  Under the Amended Severance Plan, the NEG
Debtors' maximum liability is $12,300,000 and USGen's maximum
liability is $3,100,000, assuming all Eligible Employees are
terminated.

The NEG Debtors are in the process of winding down their energy
trading and marketing operations as part of their restructuring.  
As such, the NEG Debtors anticipate severing 96 employees -- 41
of whom will be severed in the near term while the other 55
employees will be severed during the remainder of the wind down
period.  In connection with the severance of the 96 employees,
the NEG Debtors will be liable for $3,425,000, while USGen does
not expect to owe any amount.

The Debtors note that the approval of the Amended Severance Plan
will provide:

   (a) retention incentives for employees;

   (b) boost employee morale; and

   (c) help maximize the value of the NEG Debtors' and USGen's
       estates.

                     Amended Retention Plan

In September 2002, NEG adopted the Management Retention/
Performance Award Program so it can retain and motivate quality
employees.  Employees participating in the Retention Plan may
receive a retention bonus, which ranges from 25% to 100% of their
annual base salary.  The Retention Bonuses are payable in two
installments -- the first installment was paid to Eligible
Employees either in January 2003, consisting of one-third of the
Retention Bonus, or in July 2003 consisting of one-half.  Those
employees who received payment in January are scheduled to get
their remaining two-thirds of the bonus in October 2003, while
those who received payment in July 2003 are scheduled to have the
remaining half in December 2003.

In connection with their Chapter 11 case, the NEG Debtors and
USGen want to revise the Retention Plan to include these
principal changes:

(A) Postpone the payment of the retention bonus balance in to
    motivate critical employees, excluding the most senior
    executives, to remain during the reorganization process,
    rather than paying the bonus in full in October 2003 or
    December 2003;

(B) Increase the original bonus amount to compensate employees
    for the additional period before the receipt of payment; and

(C) Add a limited number of employees to the Amended Retention
    Plan and increase the amount of the bonus to be paid to
    certain employees.

The Debtors estimate that the maximum total cost of the Amended
Retention Plan is $3,520,000, including an additional of
$1,600,000 -- consisting of $875,000 to be paid by the NEG
Debtors and $730,000 to be paid by USGen -- for two employees
added to the Amended Retention Plan and the increased amount to
be paid to certain employees.

To be eligible for Retention Bonuses under the Amended Retention
Plan, these criteria must be met:

   (a) The employees must be critical to the ongoing operations
       of the business and a successful reorganization; and

   (b) The employees must have not been properly compensated or
       have not received their full Retention Bonus under the
       original Retention Plan.

Under the Amended Retention Plan, the remaining unpaid Retention
Bonuses and the additional retention incentives will be
distributed in accordance to a new schedule.  To compensate for
the delayed payment of the Retention Amount, employees will
receive an additional Premium equal to:

   -- 15% of the Retention Amount if the effective date of the
      Reorganization Plan for the applicable Debtor or Debtor-
      affiliate is on or before February 28, 2004; or

   -- 25% of the Retention Amount if the Plan Payment Date occurs
      after February 28, 2004.

The 15% Premium is not expected to exceed $535,000 while the 25%
Premium is not expected to exceed $890,000. (PG&E National
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service, Inc.,
609/392-0900)    


PILLOWTEX CORP: Delivers Schedules and Statements to Court
----------------------------------------------------------
Pursuant to Section 521 of the Bankruptcy Code and Rule 1007 of
the Federal Rules of Bankruptcy Procedure, Pillowtex Corporation
and 15 of their debtor-affiliates delivered their Schedules of
Assets and Liabilities and Statements of Financial Affairs to the
Bankruptcy Court on October 3, 2003.  The Debtors' Schedules and
Statements will be summarized in Pillowtex Bankruptcy News Issue
No. 53.

At a glance, Pillowtex Corporation reports $7,541,844 total
assets and $215,050,747 total liabilities.  Liabilities include
creditors' holding secured claims and creditors' holding
unsecured non-priority claims.  Secured claims total $213,889,071
while unsecured non-priority claims total $1,161,676. (Pillowtex
Bankruptcy News, Issue No. 52; Bankruptcy Creditors' Service,
Inc., 609/392-0900)    


POLAROID CORP: Court Okays Proposed Plan Solicitation Protocol
--------------------------------------------------------------
The Polaroid Debtors and the Official Committee of Unsecured
Creditors obtained the U.S. Bankruptcy Court's approval of the
proposed Solicitation Procedures.

Judge Walsh establishes these relevant dates:

   (a) September 29, 2003 as the Record Date for determining
       the creditors and interest holders entitled to receive
       Solicitation Packages, and vote to accept or reject the
       Plan;

   (b) October 15, 2003, at 4:00 p.m., Eastern Time, as the
       deadline for the Debtors and the Official Committee of
       Unsecured Creditors to file any objections to claims for
       voting purposes;

   (c) October 31, 2003 at 4:00 p.m., Eastern Time, as the
       deadline for any creditor to file and serve a motion  
       pursuant to Rule 3018(a) of the Federal Rules of
       Bankruptcy Procedure seeking temporary allowance of a  
       claim for voting purposes;

   (d) November 10, 2003 at 4:00 p.m., Eastern Time, as the
       Voting Deadline by which all ballots accepting or
       rejecting the Plan must be received by Donlin Recano
       Company, Inc., the Voting Agent;

   (e) November 10, 2003 at 4:00 p.m. Eastern Time as the
       deadline for filing and serving objections to the
       confirmation of the Debtors' Plan; and

   (f) November 14, 2003 at 10:00 a.m., Eastern Time as the
       Confirmation Hearing Date. (Polaroid Bankruptcy News, Issue
       No. 47; Bankruptcy Creditors' Service, Inc., 609/392-0900)


RAILAMERICA: Report Slight Increase in Carloads for September
-------------------------------------------------------------
RailAmerica, Inc. (NYSE:RRA) reported its freight carloads
(including intermodal units) for September 2003.

                    Consolidated Carloads

Consolidated carloads for September 2003 increased 0.4% to
118,299, from 117,885 in September 2002. Year-to-date through
September 30, 2003, total carloads were 1,059,518, down 1.0% from
1,070,656 in 2002. Both month and year-to-date 2003 consolidated
carloads continue to be significantly impacted by the Australian
drought.

                   North American Carloads

Total North American carloads for September 2003 were 94,892, up
3.8% from 91,440 in September 2002. On a "same railroad" basis,
September 2003 carloads increased 1.0% to 92,310, from 91,440 in
2002. For the month of September, double digit increases in
metallic/non-metallic ores, petroleum products, metals, lumber &
forest products, and coal were partially offset by lower auto and
intermodal traffic. Year-to-date through September 30, 2003, total
North American carloads were 840,151, up 1.8% from 825,247 in
2002. On a "same railroad" basis, year-to-date carloads increased
1.0% to 829,818, from 821,237 in 2002. "Same railroad" totals
exclude carloads associated with railroads, or portions of
railroads, sold or acquired by the Company after January 1, 2002.

                    International Carloads

For September 2003, international carloads were 23,407, down 11.5%
from 26,445 in September 2002. For the month, traffic in Chile was
up 6.0% due to increased metallic/non-metallic ores and petroleum
carloads, while Australia traffic was down 22.4% due to the severe
drought affecting grain shipments. Australia's September 2003
agricultural shipments were 2,659 carloads, 53.0% lower than the
5,655 carloads in September 2002. Year-to-date through September
30, 2003, total international carloads were 219,367, down 10.6%
from 245,409 in 2002.

Historically, the Company has found that carload information may
be indicative of freight revenues on its railroads, but may not be
indicative of total revenues, operating expenses, operating income
or net income. Attached is a comparison of consolidated and
segment carloads by commodity group for the month and year-to-date
ended September 30, 2003 and 2002.

RailAmerica, Inc. (NYSE:RRA) (S&P, BB- Corporate Credit Rating,
Stable) is the world's largest short line and regional railroad
operator with 50 railroads operating approximately 17,700 miles in
the United States, Canada, Australia, Chile and Argentina,
including track access arrangements. The Company is a member of
the Russell 2000(R) Index. Its website may be found at
http://www.railamerica.com  


RICA FOODS: Resumes Shares Trading on AMEX Effective October 13
---------------------------------------------------------------
Rica Foods, Inc. (Amex: RCF), announced that, in accordance with
discussions with the American Stock Exchange, the Company's common
stock resumed trading on the Amex on Monday, October 13, 2003.

However, there can be no assurance that the Company's common stock
will resume trading.  In the event that trading is resumed, the
Company remains subject to the Amex continued listing requirements
and, although the Company is currently in compliance with these
requirements, there can be no assurance that the Company will
maintain compliance with these requirements in the future.

As reported in Troubled Company Reporter's September 1, 2003
edition, Rica Foods received a conditional waiver, effective as of
August 19, 2003, from Pacific Life Insurance Company with respect
to the Company's breach, during the fiscal quarter ended June 30,
2003, of certain negative covenants entered into in connection
with a private placement with PacLife of notes during the first
quarter of 1998.

As a condition of the waiver, the Company agreed that the
aggregate amount of loans to affiliates shall not be increased at
any time, and, if any of such loans are repaid, neither the
Company nor any of its subsidiaries shall make any additional
affiliate loans.


RIVIERA HOLDINGS: Will Hold Q3 Conference Call on Oct. 21, 2003
---------------------------------------------------------------
In conjunction with the release of Riviera Holdings Corporation's
(Amex: RIV) third quarter financial results, the Company will hold
a conference call on Tuesday, October 21, 2003 at 2 pm ET.

     What:       Riviera Holdings Third Quarter 2003 Financial
                 Results

     When:       Tuesday, October 21, 2003, 2 pm ET/ 1 pm CT/ 12
                 noon MT/11 am PT

     Where:     

     http://www.firstcallevents.com/service/ajwz390268808gf12.html
                 or http://www.theriviera.com

     How:        Live and rebroadcast over the Internet -- simply
                 log onto the web at one of the above addresses

     Live call via telephone:  800-289-0730

     Replay information:       719-457-0820, code 239593
                               (available through October 24)

     Contact information:      Betsy Truax 208-241-3704 or
                               Etruax@aol.com

Riviera Holdings Corporation (S&P, B Corporate Credit and Senior
Unsecured Debt Ratings, Stable) owns and operates the Riviera
Hotel and Casino on the Las Vegas Strip and the Riviera Black Hawk
Casino in Black Hawk, Colorado.  Riviera is traded on the American
Stock Exchange under the symbol RIV.


SAFETY-KLEEN: Hires Morgan Lewis as Litigation Insurance Counsel
----------------------------------------------------------------
To recall, in August 2000, U.S. Bankruptcy Court Judge Walsh
authorized the Safety-Kleen  Debtors to employ Zevnik Horton to
perform certain insurance recovery projects.  Zevnik Horton
provided services until September 30, 2003.  On October 1, 2003,
the Zevnik Horton attorneys and paraprofessionals that had been
providing services to the Debtors joined Morgan Lewis & Bockius
LLP.  

Accordingly, the Debtors seek the Court's authority to employ
Morgan Lewis & Bockius LLP under a general retainer as their
Special Insurance Litigation Counsel, nunc pro tunc to October 1,
2003, in connection with certain insurance recovery projects for:

       (1) non-product liability environmental, toxic tort, and
           similar or related claims, losses and liabilities;
           and

       (2) product-liability toxic tort and similar or related
           claims, losses and liabilities.

These insurance recovery projects were not yet completed at the
time the attorneys and paraprofessionals that had been working on
these projects joined Morgan Lewis.

                                Services

The Debtors continue to require the assistance of outside counsel
with respect to the insurance recovery projects that were the
subject of the Zevnik Horton Retention Order.  Accordingly, on
October 3, 2003, the Debtors and Morgan Lewis signed two
engagement letters that would provide for the continuation of the
insurance recovery projects with substantial continuity of
personnel.  Specifically, Morgan Lewis will provide:

       (a)  Recovery efforts related to the Insurance Recovery
            Project for non-product-liability environmental,  
            toxic tort and similar or related claims, losses and
            liabilities; and

       (b)  Recovery efforts related to the Insurance Recovery
            Project for product liability toxic tort and similar
            or related claims, losses and liabilities, including:

             (i)  analysis and advice in connection with the
                  Debtors' solvent-related product liability
                  suits, claims and losses; and

             (ii) efforts to collect from various insurance
                  carriers sums owed to the Debtors under  
                  various insurance contracts as a result of
                  sums paid or incurred by the Debtors in
                  connection with product liability toxic tort
                  and similar or related claims, losses and
                  liabilities.

                           Compensation

Legal fees for the Environmental Insurance Recovery Project, other
than expenses, will be payable to Morgan Lewis only in the event
that the Debtors receive an environmental insurance recovery, in
which case the contingent fee percentage of "recoveries" is 6.25%.  
A "recovery" includes both defense and indemnity payments received
from insurance companies, but does not include settlements where
there has been no net exchange of consideration.

As to the Solvent Product Liability Insurance Recovery Project,
Morgan Lewis will seek compensation for the services of each
attorney and paraprofessional acting on the Debtors' behalf in
these Chapter 11 cases at the then current rate typically charged
for that person's services, each on an hourly basis.

The professionals and paraprofessionals presently expected to work
on the insurance projects, and their hourly rates, are:

              Paul A. Zevnik               $350
              Michel Y. Horton              350
              John D. Shugrue               350
              Charles J. Malaret            275
              Jeffrey S. Raskin             275
              David A. Luttinger            275
              Lisa M. Campisi               225
              Christopher C. Loeber         225
              Laura R. Ramos                175
              Renier P. Pierantoni          175
              Toni Y. Long                  175
              E. Tracy Brown                150
              Elisabeth E. Chapman          150
              Melody Simpson                150
              Laura H. Taylor                90
              Narine Rampersad               90
              Senior Associates             225
              Junior Associates             175
              Senior Legal Assistants        90
              Junior Legal Assistants        75

These hourly rates are subject to periodic adjustment to reflect
economic and other conditions.  Other attorneys and paralegals
from Morgan Lewis may from time to time in the future serve the
Debtors in connection with these engagements.

                     Arbitration and Jurisdiction

Morgan Lewis includes arbitration provisions in the two engagement
letters.  Notwithstanding these provisions, the Debtors have
agreed with Morgan Lewis that any controversy or claim with
respect to or in any way related to the engagement letters or the
services to be provided by Morgan Lewis will be brought in the
Bankruptcy Court or the District Court for the District of
Delaware -- if the District Court withdraws the reference.  The
Debtors and Morgan Lewis have agreed that, for themselves and
their successors and assigns:

       (a) each consents to the jurisdiction and venue of these
           courts as the sole and exclusive forum -- unless these
           courts do not have or retain jurisdiction over such
           claims or controversies -- for the resolution of such
           claims or controversies, causes of action, or
           lawsuits; and

       (b) each waives trial by jury, such waiver being  
           informed and freely made.

The Debtors and Morgan Lewis have further agreed that if the
Bankruptcy Court or the District Court does not have or retain
jurisdiction over such claims or controversies, then any dispute
will be resolved by neutral arbitration.

                    Morgan Lewis is Disinterested

Paul A. Zevnik, a member of Morgan Lewis, assures Judge Walsh that
Morgan Lewis is a "disinterested person" within the meaning of the
Bankruptcy Code and neither holds nor represents any interest
adverse to these estates or the Debtors in the matters for which
approval of employment is sought.

Mr. Zevnik discloses that Morgan Lewis currently represents the
Gurley-Related Sites PRP Group in connection with the Gurley Pit
Superfund Site in Edmonson, Arkansas, and the related South Eighth
Street Landfill Superfund Site in West Memphis, Arkansas, whose
interests are admittedly adverse to Safety-Kleen.  Despite this
conflicting representation, Safety-Kleen agrees to Morgan Lewis'
representation.  Morgan Lewis emphasizes that no attorney or
paraprofessional with the firm who currently work on or formerly
worked on the Gurley Pit matter will not consult with the
attorneys and paraprofessionals working on the Environmental
Insurance Recovery Project on Safety-Kleen's behalf. (Safety-Kleen
Bankruptcy News, Issue No. 66; Bankruptcy Creditors' Service,
Inc., 609/392-0900)    


SAMSONITE CORP: Canadian Imperial Discloses 28.4% Equity Stake
--------------------------------------------------------------
Canadian Imperial Holdings Inc. beneficially owns 63,888,430
shares of the common stock of Samsonite Corporation with sole
voting and dispositive powers.  The holding represents 28.4% of
the outstanding common stock of the Company.  Samsonite
Corporation sold 2,313 shares of 2003 Convertible Preferred Stock
to Canadian Imperial Bank of Commerce for aggregate consideration
of $2,343,840.

Additionally, pursuant to a Recapitalization Agreement dated
May 1, 2003 between Samsonite, Ontario Teachers' Pension Plan
Board, Bain Capital (Europe) LLC and ACOF Management, L.P., on
July 31, 2003, the Investors purchased 106,000 shares of 2003
Convertible Preferred Stock from Samsonite in a private
transaction at a per share price of $1,000 for an aggregate
purchase price of $106,000,000.

Samsonite also exchanged all of the issued and outstanding shares
of 13-7/8% Senior Redeemable Exchangeable Preferred Stock for a
combination of 53,994 shares of 2003 Convertible Preferred Stock
(with an aggregate liquidation preference of $53,994,000),
204,814,660 shares of common stock and warrants to purchase
15,515,892 shares of common stock at an exercise price of $0.75
per share.

The shares of Preferred Stock are convertible into shares of
common stock at an initial conversion price of $0.42, subject to
adjustment pursuant to the terms of the Certificate of Designation
of the Powers, Preferences and Relative, Participating, Optional
and Other Special Rights of 2003 Convertible Preferred Stock and
Qualifications, Limitations and Restrictions Thereof. The
Certificate of Designation also provides for dividend rights and
customary liquidation, voting and other rights.

In connection with the Recapitalization, CIHI received in exchange
for its 104,012 shares of Old Preferred Stock (i) 24,969 shares of
Preferred Stock, convertible into an aggregate of 59,450,000
shares of common stock at any time and (ii) 63,888,430 shares of
common stock.

On August 26, 2003, CIHI sold 22,656 shares of 2003 Convertible
Preferred Stock to the Investors for aggregate consideration of
$22,796,970.66. On September 25, 2003, CIHI sold 2,313 shares of
2003 Convertible Preferred Stock to the Employees for aggregate
consideration of $2,343,840.

As a consequence, Canadian Imperial Holdings Inc., an indirectly-
owned subsidiary of Canadian Imperial Bank of Commerce,
beneficially owns and has sole power to vote and sole power of
disposition over 63,888,430 shares of common stock of Samsonite,
or approximately 28.4% of Samsonite's outstanding common stock.

Samsonite (S&P, B Corporate Credit and CCC+ Subordinated Debt
Ratings) is one of the world's largest manufacturers and
distributors of luggage and markets luggage, casual bags,
backpacks, business cases and travel-related products under brands
such as SAMSONITE(R), AMERICAN TOURISTER(R), LARK(R), HEDGREN(R)
and SAMSONITE(R) black label.


SK GLOBAL: Has Until December 22 to Make Lease-Related Decision
---------------------------------------------------------------
SK Global America, Inc. is currently a party to four unexpired
non-residential real property leases that have neither been
assumed nor rejected.  Some of these Leases may be valuable
assets of the Debtor's Chapter 11 estate or may be integral to
the continued operation of its business.

At the Debtor's behest, Judge Blackshear extends its deadline to
assume or reject the Leases to December 22, 2003, without
prejudice to the rights of each of the lessors under the Leases to
seek, for cause shown, an earlier date upon which the Debtor must
assume or reject a specific Lease. (SK Global Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service, Inc., 609/392-0900)


SKYLINE MULTIMEDIA: June Working Capital Deficit Widens to $13MM
----------------------------------------------------------------
Skyline Multimedia Entertainment, Inc. is a holding company
incorporated under the laws of the State of New York on November
2, 1993, which owns all of the outstanding stock of its operating
subsidiary, New York Skyline, Inc. The Company operates the New
York Skyride, a state-of- the-art simulator attraction located in
the Empire State Building New York City, New York.

On December 22, 1994, the Company commenced operations of New York
Skyride. New York Skyride is an exhilarating simulated "aerial
tour" of New York City in a futuristic "spacecopter". New York
Skyride features two 40 passenger flight simulators and related
computer-controlled projection technologies to provide visitors
with a complete "New York" experience, including an extensive pre-
show area featuring interactive multimedia exhibits depicting the
various tourist sites and attractions in and around the New York
Metropolitan area, and culminating in a ten minute aerial
"adventure" in and around New York City. Passengers not only
experience the sensations of an actual aerial flight, but also
experience visual images projected on screens within the simulator
that envelop the viewer with a variety of sights and sounds. New
York Skyride is intended to provide visitors with a sensation of
taking a "once in a lifetime" aerial adventure around New York
City.

Company revenues have been generated primarily from ticket sales
for New York Skyride with additional revenues generated from the
sale of souvenir merchandise and profit-sharing arrangements from
the sale of tickets to other attractions. Skyline is also seeking
to enter into corporate sponsorship and advertising arrangements
with certain consumer product companies to provide additional
revenues and marketing exposure.

The Company's working capital deficiency at June 30, 2003, was
approximately $12,994,000 compared to a working capital deficiency
of approximately $10,485,000 at June 30, 2002. While the Company
has generated cash from operations, such amount has been offset by
an increase in accrued interest on debt.

Skyline has historically sustained operations from the sale of
debt and equity securities, through institutional debt financing
and through agreements or arrangements for financing with certain
key suppliers.

In September 2003, an investor acquired from the Company's Lenders
all of (i) the Senior Notes and Demand Notes (including all unpaid
interest thereon), (ii) the warrants issued in connection with the
Senior Credit Agreement and the Senior Secured Credit Agreement,
(iii) the preferred and common stock held by the Lenders, and (iv)
all of the Lender's rights under the Senior Credit Agreement and
the Senior Secured Credit Agreement. In addition, following the
acquisition of the debt, the new investor notified the Company of
its demand for repayment of $3 million, to be applied against
unpaid interest, which amount was paid in September 2003.

Management is currently negotiating with the new holders of the
Company's outstanding debt obligations for more favorable
repayment terms, and to arrange for them to provide a $1 million
working capital facility.

In the event that the Company is unable to sustain positive cash
flow, the Company will need additional capital. However, the
Company has no assurance that additional capital will be available
on acceptable terms, if at all. In such an event, this would have
a materially adverse effect on the Company's business, operating
results and financial condition.

In regard to the Company's financial position, the independent
auditors for the Company, in the Auditors Report dated September
16, 2003, have stated, in part:  "The accompanying financial
statements have been prepared assuming that the Company will
continue as a going concern.  As discussed in Note A to the
financial statements, the Company has experienced significant
losses in recent years and at June 30, 2003 has substantial
negative working capital and a substantial capital deficiency.
Also, since a substantial portion of the working capital
deficiency is comprised of notes payable that are due currently,
the Company is dependent upon the continued forbearance of its
principal  creditors in not demanding payment of the outstanding
indebtedness.  These factors raise substantial doubt about the
Company's ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note A. The
financial statements do not include any adjustments that might
result from the outcome of this uncertainty."


SMITHFIELD FOODS: Selected as Winning Bidder for Farmland Foods
---------------------------------------------------------------
Smithfield Foods, Inc. (NYSE: SFD) was the successful bidder at an
auction to acquire substantially all of the assets of Farmland
Foods, the pork production and processing business of Farmland
Industries, Inc., for $367.4 million in cash, plus the assumption
of certain Farmland liabilities, including the pension
obligations, and associated assets, of both Farmland Foods and
Farmland Industries as well as certain post petition liabilities.

The auction was held at Farmland headquarters in Kansas City,
Missouri on Sunday, October 12, 2003, under auction and bid
procedures approved by the United States Bankruptcy Court. In the
auction, Smithfield's agreement to assume the pension obligations
was valued at $90 million by the debtor.

The company indicated that it expects the transaction to be
immediately accretive to earnings before the impact of cost
savings and synergies.

Smithfield's successful bid is subject to Bankruptcy Court
approval at a hearing to be held on October 28, 2003, and is
subject to certain other customary conditions. Smithfield has
previously received Hart-Scott-Rodino antitrust clearance for the
acquisition and expects to complete the transaction early in its
fiscal third quarter.

Farmland Foods has annual sales of $1.8 billion. Smithfield stated
that it expects the transaction to be accretive to its earnings
immediately after closing.

With annualized sales of $8 billion, Smithfield Foods (S&P, BB+
Corporate Credit Rating, Negative) is a leading processor and
marketer of fresh pork and processed meats in the United States,
as well as the largest producer of hogs. For more information,
visit http://www.smithfieldfoods.com  


SMITHFIELD FOODS: Patience Pays Off in Winning Bid for Farmland
---------------------------------------------------------------
Smithfield Foods, Inc. (NYSE: SFD) said that its winning bid to
acquire Farmland Foods from Farmland Industries, Inc., was good
news for Farmland's employees, independent hog producers,
communities, pensioners and creditors, because it ends more than a
year of uncertainty and provides optimism and confidence for the
future. The auction was held at Farmland headquarters in Kansas
City Sunday, under auction and bid procedures approved by the
United States Bankruptcy Court.

Smithfield was the successful bidder at an auction to acquire
substantially all of the assets of Farmland Foods, the pork
production and processing business of Farmland Industries Inc.,
for $367.4 million in cash, plus the assumption of certain
Farmland liabilities. The assumed liabilities include the pension
obligations, and associated assets, of both Farmland Foods and
Farmland Industries as well as certain post petition liabilities
of Farmland Foods. In the auction, Smithfield's agreement to
assume the pension obligations was valued at $90 million by the
debtor.

"We are very pleased to welcome Farmland Foods to the Smithfield
Foods family of companies," said C. Larry Pope, Smithfield
president and chief operating officer. "We have had a continued
interest in acquiring Farmland Foods for nearly 18 months, and our
patience has finally been rewarded," said Mr. Pope. "Farmland has
a strong brand name, an excellent management team, as well as an
outstanding working relationship with independent hog producers.
The addition of Farmland to the Smithfield family further
strengthens our distribution system and continues to broaden our
product and brand opportunities for our customers," he said.

The transaction between Farmland and Smithfield:

* Honors all current Farmland Foods hog production contracts
  giving Farmland's independent hog producers the certainty and
  security of contractual supply relationships. Smithfield and
  Farmland Foods also will remain committed to purchasing
  significant numbers of hogs on the open market;

* Preserves the jobs of Farmland Foods' 6,100 employees;

* Recognizes the UFCW at all of Farmland's unionized facilities;

* Ensures all Farmland Foods' production facilities remain open
  and in operation at current production levels, and that all
  Farmland customers will continue to be served without
  interruption;

* Keeps Farmland Foods as a stand-alone business operated by its
  current management. George H. Richter will continue as president
  and chief operating officer of Farmland Foods;

* The current Farmland Foods management team and headquarters
  employees will remain based in Kansas City;

* Preserves and invests in the Farmland brand;

* Provides Farmland's independent producers, employees, customers,
  and communities with the comfort of knowing that Farmland Foods
  is financially strong.

Farmland Foods has annual sales of $1.6 billion. Smithfield stated
that it expects the transaction to be accretive to its earnings
immediately after closing.

With annualized sales of $8 billion, Smithfield Foods (S&P, BB+
Corporate Credit Rating, Negative) is a leading processor and
marketer of fresh pork and processed meats in the United States,
as well as the largest producer of hogs. For more information,
visit http://www.smithfieldfoods.com  


SPEEDEMISSIONS: Ex-Auditor Ramirez Expresses Going Concern Doubt
----------------------------------------------------------------
Effective September 5, 2003, SKTF Enterprises, Inc. changed its
name to Speedemissions, Inc.  SKTF Enterprises, Inc. acquired
Speedemissions, Inc. in a transaction accounted for as a reverse
acquisition, with Speedemissions viewed as the acquiring and
surviving entity for accounting and management purposes, effective
June 16, 2003.

On August 25, 2003, Ramirez International, the independent
accountant previously engaged since the Company's inception as the
principal accountant to audit the financial statements of SKTF
Enterprises, Inc., was formally dismissed as auditors for the
Company. The decision to dismiss Ramirez International was made
on, or about, August 18, 2003, and approved by the Board of
Directors on August 25, 2003, after it was determined, in
discussions with Ramirez International, that because
Speedemissions was viewed as the surviving entity for accounting
and management purposes, it would be most appropriate for
Speedemissions' existing independent accountants to serve in that
capacity for the Company.

Following Ramirez International's dismissal, effective August 25,
2003, the Company engaged Bennett Thrasher PC, who has been
historically engaged as the principal accountant to audit the
financial statements of Speedemissions, Inc., as the principal
accountant to audit the financial statements of the Company.

Notwithstanding the decision to dismiss Ramirez International as
the auditor for the Company, the Company originally intended to
retain the services of Ramirez International for the limited
purpose of conducting the required review of their unaudited
financial statements for the period ended June 30, 2003; however,
after the discussions with Ramirez International described above,
wherein it was determined that because Ramirez had not audited
Speedemissions' historical financial statements, professional
standards would not allow Ramirez to perform the review, the
Company engaged Bennett Thrasher PC for this purpose as well. The
engagement of Bennett Thrasher for this purpose was effective upon
receipt of communications from Ramirez International on August 18,
2003, in accordance with GA
AS.

The audit report of Ramirez International on the Company's
financial statements as of December 31, 2002 and 2001, and for the
year ended December 31, 2002 and the period from inception (March
27, 2001) to December 31, 2001 were modified to include an
explanatory paragraph wherein they expressed substantial doubt
about the Company's ability to continue as a going concern.


STRUCTURED ASSET: Ser. 2001-3 Class B Rating Down to Low-B Level
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating to 'AA+' from
'AA' on the class M-1 mortgage pass-through certificates issued by
Structured Asset Mortgage Investments Trust 2001-3, a prime Alt-A
securitization. Concurrently, the rating on class B is lowered to
'B' from 'BBB' from the same series. In addition, ratings are
affirmed on the remaining classes from the same series.

The raised rating reflects the following:

     -- Credit support percentage (excess interest,
        overcollateralization, and subordination) that is at least
        2.96x the loss coverage level associated with the new
        rating;

     -- Collateral balance that is paid down to less than 14% of
        its original size; and

     -- At least 33 months of seasoning.

The increased credit support percentage is the result of the
shifting interest senior subordination structure of the
transaction, which was further influenced by significant principal
prepayments.

     The lowered rating reflects:

     -- Remaining credit enhancement (excess interest and
        overcollateralization) that is insufficient to support the
        previously assigned rating;

     -- Realized losses that have exceeded excess interest cash
        flow by an average of at least 2x in the most recent six
        months; and

     -- Serious delinquencies (90-plus days, foreclosure, and real
        estate owned) during the same six-month period that
        averaged 23.30%.

Standard & Poor's reviewed the results of stressed cash flow runs
for the securitization and determined that the remaining credit
support for the class was not consistent with the prior rating.
Therefore, Standard & Poor's will continue to monitor the
performance of the transaction on a monthly basis to ensure the
assigned rating accurately reflects the risks associated with this
security.

The affirmed ratings reflect sufficient levels of credit support
to maintain the current ratings, despite the high level of
delinquencies, which are due to the low pool factor as indicated
earlier.

The collateral backing the certificates consists primarily of 30-
year fixed-rate loans secured by one- to four-family residential
properties.
   
                          RATING RAISED
   
        Structured Asset Mortgage Investments Trust 2001-3
                     Mortgage pass-thru certs
   
                            Rating
        Series   Class   To         From
        2001-3   M-1     AA+        AA
   
                         RATING LOWERED
   
        Structured Asset Mortgage Investments Trust 2001-3
                     Mortgage pass-thru certs
   
                            Rating
        Series   Class   To        From
        2001-3   B       B         BBB
           
                        RATINGS AFFIRMED
   
        Structured Asset Mortgage Investments Trust 2001-3
                     Mortgage pass-thru certs
   
        Series   Class      Rating
        2001-3   A-1, A-2   AAA
        2001-3   M-2        A


TENET HEALTHCARE: Names Carol Bradley New Chief Nursing Officer
---------------------------------------------------------------
Tenet California announced that Carol Bradley has been named its
chief nursing officer. In her new role, Bradley will work with
Tenet California's 41 hospital subsidiaries in California,
Nebraska and Nevada to strengthen the practice and leadership of
nursing and enhance the quality of patient care. She will report
to Stephen Newman, M.D., chief executive officer of Tenet
California.

"Carol is one of California's most highly regarded nursing
leaders," said Dr. Newman. "Her insight and many years of
experience as a staff nurse, clinical specialist and nurse
executive in multi-hospital systems will be invaluable as we
undertake initiatives to strengthen the nursing work environment
at our hospitals. Carol's appointment is a major step towards
achieving this. We are delighted that she will be joining us in
this critical leadership role for Tenet California."

"I am both excited and challenged by this new leadership
opportunity," Bradley said. "The nursing profession faces an
unprecedented array of new challenges, such as implementing new
staffing standards, responding to a shrinking workforce, labor
union issues and many other concerns vital to both our profession
and the health care delivery system. These are issues that need
our immediate attention to ensure effective, sustainable solutions
for the long term. Tenet leadership is clearly committed to being
an industry leader in quality care and the `employer of choice'
for nurses. I look forward to contributing to these important
efforts."

Bradley's appointment follows the recent appointment of Lauren
Arnold, R.N., to the newly created position of vice president,
nursing, for Tenet Healthcare Corporation (NYSE: THC), overseeing
the company's national nursing initiatives. According to Arnold,
"We are fortunate to have someone with Carol's experience and
reputation working alongside the nursing leadership in our
California hospitals. Carol's knowledge and background will help
us lead the way in designing solutions for the many complex issues
facing nurses in California."

Bradley will serve as a member of Tenet's Nursing Executive
Council. The council, led by Arnold, is made up of nursing
leadership from across Tenet. It will oversee, operationalize and
"drive" change throughout nursing. The Council is a broader part
of Tenet's Commitment to Quality strategy designed to enhance the
overall quality, control and productivity of the care delivery
process.

Bradley has 29 years' experience in the field of nursing in a
variety of staff, clinical, and executive roles. Most recently,
she was regional vice president and editor for the California
edition of NurseWeek magazine and is principal and owner of a
consulting practice focused on workforce planning, environment
improvement, and recruitment and retention solutions for the
nursing profession. Prior to that she was vice president for
patient care services at Huntington Hospital in Pasadena, Calif.
She is a nationally known speaker on nursing and general patient
care issues, and the past president of the Association of
California Nurse Leaders and the American Organization of Nurse
Executives.

Bradley received her associate and bachelors degrees in nursing
from the University of Nebraska and her master's degree in nursing
from the University of Arizona. She also was a Wharton Fellow at
the Program in Management for Nurses at the University of
Pennsylvania.

Tenet California, part of Tenet Healthcare Corporation (NYSE:
THC), is comprised of 39 acute care hospitals in California and
one each in Nebraska and Nevada. Through its subsidiaries, Tenet
owns and operates the largest number of private hospitals in
California. Facilities include USC University Hospital, a renowned
academic medical center in Los Angeles, and more than two dozen
hospitals that serve the large and diverse population in Los
Angeles and Orange

Tenet Healthcare Corporation, through its subsidiaries, owns and
operates 113 acute care hospitals with 27,674 beds and numerous
related health care services. Tenet and its subsidiaries employ
approximately 114,061 people serving communities in 16 states.
Tenet's name reflects its core business philosophy: the importance
of shared values among partners -- including employees,
physicians, insurers and communities -- in providing a full
spectrum of health care. Tenet can be found on the World Wide Web
at http://www.tenethealth.com   

At June 30, 2003, Tenet Healthcare's balance sheet shows a total
shareholders' equity deficit of about $5.5 billion.


TRITON PCS: Holding 3rd Quarter Conference Call on October 30
-------------------------------------------------------------
Triton PCS (NYSE: TPC) announced that its quarterly conference
call will take place on Thursday, October 30 at 4:30 p.m. EST.  
During the call, Triton PCS will review the company's financial
and operating results for the third quarter, ended September 30,
2003.

Financial results relating to the conference call will be released
October 30, 2003 after the market closes.  The Company's press
release will contain certain non-GAAP financial measures, such as
Adjusted EBITDA.  A copy of the press release, which will include
a reconciliation of non-GAAP financial measures with the most
directly comparable GAAP measures, will be posted under
Investor Relations - News Releases on the Company's Web site,
http://www.tritonpcs.com

A live, listen-only broadcast of the Triton PCS conference call
will be available online at the Company's Web site
http://www.tritonpcs.comunder Investor Relations - Presentations.   
An online replay will follow shortly after the call and will
continue through November 6, 2003.  To listen to the live
conference, please go to the Web site at least 15 minutes early to
register, download and install any necessary audio software.

Triton PCS -- whose June 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $267 million -- based in
Berwyn, Pennsylvania, is an award-winning wireless carrier
providing service in the Southeast.  The company markets its
service under the brand SunCom, a member of the AT&T Wireless
Network.  Triton PCS is licensed to operate a digital wireless
network in a contiguous area covering 13.6 million people in
Virginia, North Carolina, South Carolina, northern Georgia,
northeastern Tennessee and southeastern Kentucky.

For more information on Triton PCS and its products and services,
visit the company's Web sites at: http://www.tritonpcs.comand  
http://www.suncom.com


TRUMP HOTELS: Look for 3rd-Quarter Financial Results on Oct. 30
---------------------------------------------------------------
Trump Hotels & Casino Resorts, Inc. (NYSE: DJT) will release its
earnings for the third quarter ended September 30, 2003 on the
morning of October 30, 2003.

The Company will also conduct a conference call at 10:00 a.m. (New
York Time) on October 30, 2003 during which management will
discuss the results and other matters addressed in the earnings
release. Members of the financial community and interested
investors are welcome to participate in the conference call by
calling toll free (877) 329-7558, or (201) 210-3424 for callers
outside the United States, not earlier than 20 minutes before the
call is scheduled to begin. The access code for the conference
call is 072403.

A replay of the call will be available up to 5:00 p.m. (New York
Time) on November 3, 2003. The replay number is toll free (877)
347-9473, or (201) 210-3410 for callers outside the United States.
The reference number for the replay is 253202.

THCR is a leading gaming company which owns and operates four
properties and manages one property under the Trump brand name.
THCR's owned assets include Trump Taj Mahal Casino Resort and
Trump Plaza Hotel and Casino, located on the Boardwalk in Atlantic
City, New Jersey, Trump Marina Hotel Casino, located in Atlantic
City's Marina District, and the Trump Casino Hotel, a riverboat
casino located in Gary, Indiana. In addition, the Company manages
Trump 29 Casino, a Native American owned facility located near
Palms Springs, California. Together, the properties comprise
approximately 452,360 square feet of gaming space and 3,180 hotel
rooms and suites. The Company is the sole vehicle through which
Donald J. Trump conducts gaming activities and strives to provide
customers with outstanding casino resort and entertainment
experiences consistent with the Donald J. Trump standard of
excellence.

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services assigned its 'B-' corporate credit and
senior secured debt ratings to Trump Casino Holdings LLC, the
newly formed parent company of Trump Marina Associates L.P.
(formerly Trump Castle Associates L.P.), Trump Indiana Inc., and
Trump Management Services LLC.

Standard & Poor's also assigned its 'B-' rating to the new $420
million first priority mortgage notes due March 15, 2010, and its
'CCC' rating to the new $50 million second priority mortgage notes
due September 15, 2010, that will be jointly issued by TCH and its
subsidiary, Trump Casino Funding Inc. Moreover, an affiliate of
TCH has agreed to purchase an additional $15 million aggregate
principal amount of second priority mortgage notes. The outlook is
stable.

At the same time, Standard & Poor's placed its 'CCC' corporate
credit rating for TCH affiliate, Trump Atlantic City Associates,
on CreditWatch with positive implications.


TYCO: Taps Trammel Crow to Render Real Estate Brokerage Services
----------------------------------------------------------------
Trammell Crow Company (NYSE: TCC) has entered into an agreement
with Tyco International to be an exclusive provider of strategic
advisory and portfolio transaction services for 44 million square
feet of Tyco real estate and facilities located in North America
and the Caribbean.  

In this capacity, Trammell Crow Company will seek to reduce and
optimize Tyco's real estate portfolio, minimize its occupancy
costs and take advantage of certain synergies between like
facilities among Tyco's divisions.

Trammell Crow Company will be Tyco's exclusive agent for all
brokerage services in the eastern and western thirds of the U.S.,
as well as Canada and the Caribbean region in which Tyco owns or
leases facilities.  Real estate brokerage activities will include
sales and purchases, leased space requirements, lease renewals,
lease terminations and general transaction management services.  
In addition, Trammell Crow Company will perform portfolio and
lease administration globally for Tyco, including lease
abstracting, database management and audits.

Tyco Chairman and CEO Ed Breen said: "Consolidating our real
estate transaction needs is a key element of our ongoing strategy
to improve Tyco's operating efficiency.  We selected Trammell Crow
Company because we feel they are best-in-class when it comes to
full service strategic advisory and brokerage services."

Trammell Crow Company principal Henry Johnson said, "This
agreement between Tyco and Trammell Crow Company is one of the
largest real estate assignments in history.  Tyco's size and
commitment to maximizing shareholder value are perfectly aligned
with Trammell Crow Company's integrated, full-service platform.  
We appreciate the opportunity to grow our relationship with
Tyco."

Tyco's decision to hire Trammell Crow Company was based on such
key factors as TCC's integrated, full-service real estate offering
and its ability to drive operational efficiencies through its
single-source service delivery model.  Trammell Crow Company's
relationship with Tyco began more than four years ago when Tyco
Healthcare, one of the primary divisions of Tyco International
Ltd., hired Trammell Crow Company to perform real estate brokerage
and transaction services.

Trammell Crow Company's Henry Johnson, principal, and Mike Scimo,
principal, will lead the day-to-day operations of the Tyco
account, with strategic oversight from Bob Ruth, senior managing
director, and Steve Belcher, regional director.

Founded in 1948, Trammell Crow Company is one of the largest
diversified commercial real estate services companies in the
United States.  In offices throughout the United States and
Canada, Trammell Crow Company is organized to deliver building
management, brokerage, project management, and development and
investment services through its Global Services Group and
Development & Investment Group to both investors in and users of
commercial real estate. The company delivers services in Europe
and Asia through its strategic alliance with Savills plc, a
leading property services company based in the United Kingdom, and
the jointly owned outsourcing company Trammell Crow Savills
Limited.  In addition, the company has offices in Canada, Chile,
Argentina, Brazil and Mexico.   Trammell Crow Company is traded on
the New York Stock Exchange under the ticker symbol "TCC" and is
located on the World Wide Web at http://www.trammellcrow.com

Tyco International Ltd. is a diversified manufacturing and service
company.  Tyco is the world's largest manufacturer and servicer of
electrical and electronic components; the world's largest
designer, manufacturer, installer and servicer of undersea
telecommunications systems; the world's largest manufacturer,
installer and provider of fire protection systems and electronic
security services; and the world's largest manufacturer of
specialty valves.  Tyco also holds strong leadership positions in
disposable medical products and plastics and adhesives.  Tyco
operates in more than 100 countries and had fiscal 2002 revenues
from continuing operations of approximately $34 billion.

                          *   *   *

As previously reported, Fitch Ratings affirmed its ratings on the
senior unsecured debt and commercial paper of Tyco International
Ltd., as well as the unconditionally guaranteed debt of its wholly
owned direct subsidiary Tyco International Group S. A., at
'BB'/'B', respectively. The Rating Outlook has been changed to
Stable from Negative. The ratings affect approximately $21 billion
of debt securities.

The change to Outlook Stable reflects Tyco's progress with respect
to reestablishing access to capital, addressing its liability
structure, implementing steps to improve operating performance,
and demonstrating cash generation despite a difficult economic
environment in a number of key end-markets. The impact of
fundamental favorable changes in Tyco's financial policies and
profile since late fiscal 2002 is constrained by economic weakness
in its markets, potential legal liabilities related to shareholder
lawsuits and SEC investigations, and the possibility, although
reduced, of further accounting charges and adjustments. The
ratings could improve over time as Tyco demonstrates more
consistent results and that it has put behind it the accounting
concerns that have obscured the transparency of its financial
reporting in the past.


UNITED AIRLINES: Wants Court Approval for Airbus Lease Agreement
----------------------------------------------------------------
The United Airlines Debtors ask U.S. Bankruptcy Court Judge Wedoff
to approve an Omnibus Sublease Amendment with Airbus Leasing VI,
Inc., formerly known as A.I. Leasing VI, Inc.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, explains that
the Debtors have a very important aircraft financing relationship
with Airbus Leasing.  Before the Petition Date, Airbus subleased
22 Airbus A320 Aircraft to United Air Lines, Inc.

The Omnibus Sublease Amendment has been under negotiation since
the Petition Date and will amend the subleases to all 22
Aircraft, significantly reducing the Debtors' financing costs.  
The Amendment reflects the "marking to market" of the Aircraft,
as well as the deferral of certain payment obligations.

The key aspects of the Omnibus Amendment are:

   (a) downward modification of the Sublease Basic Rent;

   (b) payment by United to Airbus of the Sublease Basic Rent Up-
       Front Payment Amount;

   (c) deferral of portions of some Sublease Basic Rent payments;

   (d) termination of Sublease provisions relating to fixed
       renewal options and purchase options;

   (e) amendment of Sublease provisions relating to stipulated
       loss values;

   (f) allowance of the Deferred amount as an immediately due and  
       payable administrative expense claim in the event that  
       United rejects a Sublease; and

   (g) waiver by Airbus Leasing of all prepetition claims for any  
       Sublease assumed by the Debtors.

The Omnibus Amendment contains confidential information and will
be filed in redacted form.  Only parties with a direct interest
in the Aircraft will be provided with the non-redacted version of
the Amendment.

Aircraft with these Tail Nos. are affected by the Omnibus
Amendment: N406UA, N407UA, N408UA, N409UA, N410UA, N411UA,
N412UA, N413UA, N414UA, N416UA, N417UA, N418UA, N423UA, N424UA,
N425UA, N426UA, N427UA, N428UA, N429UA, N430UA, N431UA and
N432UA.

                  BNY Capital Partners Objects

BNY Capital Resources Corporation, successor-in-interest to BNY
Capital Funding Corp., is the beneficial owner of two Airbus
Aircraft with Tail Nos. N406UA and N407UA.  BNY leases the
Aircraft to Airbus pursuant to two head leases, and Airbus, in
turn, subleases the BNY Aircraft to UAL.

William J. Rochelle, III, Esq., at Fulbright & Jaworski, in New
York City, explains that the provisions in the BNY Leases
restrict Airbus' ability to make modifications.  Airbus cannot
reduce the Aircraft insurance coverage below specified levels.

The proposed sublease amendment has been redacted in several
areas.  Therefore, BNY cannot determine whether the Amendment
violates the Lease terms.  BNY asks the Court to make sure that
any order maintains its rights to enforce contractual rights
against Airbus or any other third parties.

                         Debtors Respond

Mr. Sprayregen relates that BNY's Objection is moot because the
Debtors have added language to the Proposed Order that clarifies
the rights of one third party against another.  Specifically, the
Debtors have added a new paragraph to read:

     "Nothing in this Order nor in the Omnibus Agreement nor
     in any action taken by the Debtors, Airbus Leasing, or
     any third parties shall in any manner modify, affect,
     impair or prejudice any of the rights and claims of any
     third party against any non-Debtor third party, including
     but not limited to, the rights of BNY Capital Resources
     Corporation to enforce its contractual rights against
     Airbus Leasing or any other third parties holding or
     representing interests in, or related to, the Aircraft."

Mr. Sprayregen believes that the new paragraph should be
sufficient to allay BNY's concerns.  Therefore, the Debtors ask
the Court to overrule BNY's objection. (United Airlines Bankruptcy
News, Issue No. 28; Bankruptcy Creditors' Service, Inc., 609/392-
0900)   


UNITEDGLOBALCOM INC: UGC Europe Appoints Special Committee
----------------------------------------------------------
UGC Europe, Inc. (Nasdaq: UGCE) announced that a special committee
of independent directors has been appointed in response to the
exchange offer commenced by its majority stockholder,
UnitedGlobalCom, Inc. (Nasdaq: UCOMA), to acquire all outstanding
shares of UGC Europe that UnitedGlobalCom and its subsidiaries do
not already own.  

The Special Committee has retained Goldman, Sachs & Co. as its
financial advisor and Cleary, Gottlieb, Steen & Hamilton as its
legal counsel.  The Special Committee will advise stockholders of
its position with respect to the exchange offer on or before
October 20, 2003.  UGC Europe urges its stockholders to take no
action with respect to the exchange offer until they have been
advised of the Special Committee's position with respect to the
exchange offer.

In connection with the exchange offer, UGC Europe will be filing
certain materials with the Securities and Exchange Commission,
including a Solicitation/Recommendation Statement on Schedule
14D-9.  Stockholders are urged to read the  
Solicitation/Recommendation Statement on Schedule 14D-9 and
any amendments thereto when they become available because they
will contain important information.  Investors can obtain a free
copy of the Solicitation/Recommendation Statement on Schedule 14D-
9 and any amendments thereto when they come available and all
other filings by UGC Europe with the SEC at the SEC's website at
http://www.sec.gov  In addition, these materials may be
obtained free from UGC Europe by directing a request to UGC
Europe, Inc., 4643 South Ulster Street, Suite 1300, Denver,
Colorado 80237, 303-220-4204, Attention: Investor Relations -
Richard Abbott.

UGC Europe, Inc. through its subsidiary United Pan-Europe
Communications N.V. is one of the leading broadband communications
and entertainment companies in Europe.  Through its broadband
networks, UPC provides television, Internet access, telephony and
programming services.

UnitedGlobalCom Inc.'s June 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $2.7 billion.


UNOVA INC: Will Host Third-Quarter Conference Call on October 27
----------------------------------------------------------------
UNOVA, Inc. (NYSE:UNA) will conduct a conference call on Monday,
Oct. 27 at 10:30 a.m. Eastern time to discuss its 2003 third-
quarter financial results. The call will be hosted by UNOVA CEO
Larry D. Brady and UNOVA CFO Michael E. Keane.

The earnings press release will be distributed on Friday, Oct. 24,
after market close.

WHAT: UNOVA, Inc. Third Quarter 2003 Earnings Conference Call

WHEN: Monday, Oct. 27 at 10:30 a.m. Eastern (7:30 a.m. Pacific)

CONTACT: Call in phone number is 484-630-4544. Passcode is
         "UNOVA Conference Call".

The call will also be broadcast on the Internet via a link from
the investor's Web page at UNOVA's Web site at
http://www.unova.com  

UNOVA (Fitch, B- Senior Unsecured Rating, Stable Outlook) is a
leading supplier of automated data collection, wireless networking
and mobile computing systems for industrial, distribution and
government markets. The company also designs and builds
manufacturing systems, primarily for the global automotive and
aerospace industries.


US AIRWAYS: Limbach Company Demands Payment of Cure Obligations
---------------------------------------------------------------
Limbach Company LLC and Limbach Company LLC/Parker Associates, a
joint venture, ask the Court for a determination of standing to
enforce and receive all cure obligations of the Reorganized
Debtors arising from US Airways Inc.'s assumption of a
development lease with the Philadelphia Authority for Industrial
Development.  Limbach also wants treatment of the cure amount as
a first priority expense of administration.

The Limbach Parties are the successor-in-interest of the claims
of Williard, Inc. and Williard, Inc./Parker Associates.  The
Limbach Parties acquired the Williard claims via a claims
transfer.

On October 26, 1999, Limbach entered into two contracts with USAI
to perform electrical construction work at the Philadelphia
Airport Terminals.  Limbach/Parker entered into a contract with
USAI to perform HVAC/mechanical construction work at Terminal
One.  As of the Petition Date, Limbach and Limbach/Parker had
performed their work but had not received payment.  USAI owes the
Limbach Parties $14,823,042, plus interest, penalties, attorneys'
fees and expenses.

On November 1, 2002, Limbach filed Claim No. 4389 for $8,586,811.  
Limbach/Parker filed Claim No. 4388 for $5,686,695.  On April 21,
2003, Limbach filed Amended Claim No. 5470 for $8,905,403.  
Limbach/Parker also filed Claim No. 5471 for $5,917,639.  All
four proofs of claim were exclusive of interest, penalties,
attorneys' fees and expenses.

On March 19, 2003, a civil action began in the Court of Common
Pleas of Philadelphia County against the City, PAID and USAI.  
The Limbach Parties alleged that they are third-party
beneficiaries of the Development Lease and are entitled to obtain
recovery from the City and PAID for work they completed.

PAID and USAI are parties to a Letter Agreement, where USAI
assumed certain agreements, including the Development Lease.  As
a result, USAI acknowledged PAID's right to indemnification of
contractors' claims, which would include Limbach's claims.

Robert King, Esq., at Reed Smith, in Pittsburgh, Pennsylvania,
tells the Court that since the Development Lease requires USAI to
indemnify PAID and the City for Contractors' work, the Limbach
Parties are third-party beneficiaries of the Development Lease.  
As a result, pursuant to Section 365 of the Bankruptcy Code, the
Limbach Parties have standing to seek payment of the Amended
Claims as a cure obligations resulting from USAI's assumption of
the Development Lease.  The Limbach Parties are also entitled to
have the Amended Claims treated as a first priority expense of
administration. (US Airways Bankruptcy News, Issue No. 39;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


U.S. STEEL: Third-Quarter Conference Call Scheduled for Oct. 28
---------------------------------------------------------------
United States Steel Corporation (NYSE: X) (S&P, BB- Corporate
Credit Rating, Negative) said that interested shareholders,
investors and others may listen to the company's third quarter
conference call with securities analysts on Tuesday, October 28,
at 2 p.m. EST on the U. S. Steel web site.  The call will cover
third quarter financial results and may include forward-looking
information.

U. S. Steel officials participating in the call will be Thomas J.
Usher, chairman and CEO; John P. Surma, president and COO;
Gretchen R. Haggerty, executive vice president, treasurer and CFO;
and John Quaid, manager-investor relations.

Interested parties can visit the Web site at
http://www.ussteel.comand click on the "Investors" button to  
access the webcast.  Replays of the conference call will be
available on the U. S. Steel web site after 5:00 p.m. on
October 28.

Financial information, including earnings releases, certain SEC
filings and other investor-related material, is also available at
the company's Web site.


VALCOM: Executes Definitive Agreement With O. Atlas Enterprises
---------------------------------------------------------------
ValCom, Inc. (OTCBB: VACM) (Frankfurt: VAM) announced the signing
of a definitive agreement for the new partnership between the
Company and O. Atlas Enterprises, Inc., owner of "New Zoo Revue,"
and has started production on the revitalized and animated version
of "New Zoo Revue" for a feature film and television series. With
animators and producers in place, the search for the familiar
voices of "New Zoo" will soon begin.

"I am very excited to be working with such a prestigious studio
facility operation and extremely talented animator, which I have
been looking for for quite some time now. I couldn't be more
elated to continue our mission through ``New Zoo Revue,' and a
revitalized animated version makes it that much better. When
children watch ``New Zoo Revue,' they get up in the morning and
like what they see in the mirror. By offering quality children's
programming, not only do the children benefit, but society does as
a whole," stated Barbara Atlas, President and owner of O. Atlas
Enterprises and founder of "New Zoo Revue."

"It is truly an honor to partner with such a dynamic and talented
woman, and to take an already successful children's show that has
been recognized and presented awards on a number of in-person
appearances at the White House, to an entirely different level
through animation. Since our first announcement on our
partnership, the new project has been well received by the
Hollywood community for its personal interest and involvement, as
well as a celebrity interest, extreme interest in merchandising
and distribution. It only takes one movie to build a studio and
one series to build a TV network. This could be a huge opportunity
for ValCom and its shareholders," stated Vince Vellardita, CEO of
ValCom, Inc.

                 Animated Feature Films Industry

Feature films are bringing in billions of dollars each year
through ticket sales and merchandising thereof for animated
children's films such as "Finding Nemo," with $320 million-plus;
"Shrek," at over $325 million in ticket sales, DVD and video
sales; and "Monsters Inc.," with over $217 million in total
domestic ticket sales. Animation shows have longer shelf lives,
making them evergreen by keeping their values and sales
profitable.

It is estimated that over 100 million children have seen the "New
Zoo Revue," which has aired in over 25 countries and over 80% of
the U.S. television market since 1971. The "New Zoo Revue" is
already a multimillion-dollar show, and almost 30 years after
premiering it is still being watched by approximately 60% of the
country.

"New Zoo Revue" teaches values -- a way of life for young people,
with episodes having such titles as "Fairness," "Honesty," "Drugs"
and "Feelings." The children's show conveys concepts of
cooperation and guidance for living in our society. The purpose is
to inspire children to become more caring, more constructive and
more feeling citizens of the world in which we live, through a
musical comedy starring three life-sized animals: Freddie the
Frog, Henrietta Hippo and Charlie the Owl.

Based in Valencia, Calif., ValCom, Inc. is a diversified and
vertically integrated, independent entertainment company. ValCom,
Inc., through its operating divisions and subsidiaries, plans to
create and operate full-service facilities that accommodate film,
television and commercial productions with its four divisions that
are composed of: studio, film and television, camera/equipment
rentals, and broadcast television ownership. The Company
owns/operates 12 acres of land and approximately 200,000 square
feet of commercial building space, with 12 film and television
production sound stages. ValCom maintains long-term contracts with
Paramount Pictures for their hit CBS series "JAG" and "NCIS."
ValCom's equipment/camera and personnel rental business, Half Day
Video, is a leading competitor in the Hollywood community. The
Company and its partnership operate ValCom Broadcasting KVPS-TV
Channel 8 in Palm Springs, Calif.

                         *    *    *

            Liquidity and Going Concern Uncertainty

In its Form 10-QSB filed with the Securities and Exchange
Commission, ValCom reported:

"The Company's condensed consolidated financial statements have
been prepared assuming that the Company will continue as a going
concern.  The Company has a net loss of $1,823,954 and a negative
cash flow from operations of $405,019 for the nine months ended
June 30, 2003, and a working capital deficiency of $8,602,508 and
an accumulated deficit of $9,950,145 at June 30, 2003.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern."


VENTURE HOLDINGS: All Proofs of Claim Due Today
-----------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
directs all creditors of Venture Holdings and its debtor-
affiliates to file their proofs of claim against the Debtors by
5:00 p.m. (Eastern Time) today or be forever barred from asserting
their claims.

Proof of claim or proof of interest forms must be filed with the
Debtors' Claims and Noticing Agent, Trumbull Associates LLC. If
filed by courier service or hand delivery, submit forms to:

        Venture Holdings Company LLC
        c/o Trumbull Associates LLC
        Griffin Center
        4 Griffin Road North
        Windsor, CT 06095

If via mail, to:

        Venture Holdings Company LLC
        c/o Trumbull Associates LLC
        PO Box 7251
        Windsor, CT 06095-0721

Proofs of claim need not be filed at this time if they are on
account of:

        1. Claims not listed as disputed, contingent or
           unliquidated;

        2. Claims already properly filed with the Bankruptcy
           Court;

        3. Claims previously allowed by Order of the Court;

        4. Claims of lenders under the May 27, 1999 agreement, as
           amended; or

        5. Claims solely on account of the holder's interest in or
           possession of the Debtors' Notes.
                
Venture Holdings Company LLC is a worldwide, full-service
supplier, systems integrator and manufacturer of interior and
exterior plastic components, modules and systems used in North
American, European and Japanese automotive industries.  Venture
filed for chapter 11 protection on March 28, 2003 (Bankr. E.D.
Mich. Case No. 03-48949).  Judy A. O'Neill, Esq., Laura J. Eisele,
Esq., and David E. Barnes, Esq., at Dymena Gossett PLLC in Detroit
represent the Company in its restructuring.


VERITAS SOFTWARE: Appoints Greg Hughes EVP of Global Services
-------------------------------------------------------------
VERITAS Software Corporation (Nasdaq: VRTS), the leading storage
software provider, has appointed Greg Hughes to the newly created
position of Executive Vice President of Global Services. Hughes
will oversee the integration of VERITAS' consulting, education,
and technical support groups.

The consolidation of the three groups into one global services
organization will allow VERITAS to integrate its service offerings
and enhance its ability to deliver even more value to customers.

"Greg is no stranger to VERITAS or the enterprise software
industry. For two years, he has advised VERITAS on our corporate,
channel, sales and pricing strategy while a partner at McKinsey &
Company," said Gary Bloom, chairman, president and CEO, VERITAS
Software. "Our consulting, education and technical support groups
have achieved excellent results thus far. And, through Greg's
leadership, we look forward to further strengthening our strategic
relationships with our key customers."

"I'm excited to join the management team at VERITAS," said Hughes.  
"It's been a privilege to work with the company over the last
couple of years and I think the leadership team is second to
none."

During his ten-year career at McKinsey, Hughes founded and led the
North American Software Industry practice. In that role, Hughes
was responsible for developing new client relationships and
guiding research on industry trends and best practices.  Greg also
advised senior executives of Fortune 500 companies in
manufacturing, communications, retail and aerospace on information
technology-related issues.

Prior to McKinsey, Hughes was founder and CEO of an industrial
computer company, Granite Microsystems. Hughes holds a Master of
Business Administration degree from the Stanford Graduate School
of Business, and a bachelor's in Electrical Engineering and
master's degree in Electrical Engineering and Computer Science
from Massachusetts Institute of Technology.

With revenues of $1.5 billion in 2002, VERITAS Software (S&P, BB
Corporate Credit and B+ Subordinated Debt Ratings, Positive
Outlook) ranks among the top 10 software companies in the world.
VERITAS Software is the world's leading storage software company,
providing data protection, storage management, high availability,
application performance management, and disaster recovery software
to 99 percent of the Fortune 500. VERITAS Software's corporate
headquarters is located at 350 Ellis Street, Mountain View, CA,
94043, telephone:  650-527-8000, fax:  650-527-8050, e-mail:
vx-sales@veritas.com, Web site:  http://www.veritas.com
    

WEIRTON STEEL: Classification and Treatment of Claims Under Plan
----------------------------------------------------------------
Mark E. Freedlander, Esq., at McGuireWoods, in Pittsburgh,
Pennsylvania, tells the U.S. Bankruptcy Court Judge Friend that
Weirton Steel Corporation's Plan of Reorganization provides for
the classification and treatment of Claims and Equity Interests.

                          Classification

                                                    Estimated
   Class         Type of Claim or Equity Interest   Recovery
   -----         --------------------------------   ---------
    N/A          Administrative Claims                 100%

    N/A          Professional Fee Claims               100%

    N/A          Postpetition Lenders                  100%

    N/A          U.S. Trustee Fees                     100%

    N/A          Priority Tax Claims                   100%

    1            Section 507(a) Priority Claims        100%

    2            Secured Tax Claims                    100%

    3            Mechanics' Lien Claims                100%

    4            Miscellaneous Secured Claims          100%

    5            Secured 2002 Exchange Note and     Subject to
                 Secured Pollution Control Bond     negotiation
                 Claims  

    6            General Unsecured Claims           Subject to
                                                    negotiation

    7            Section 1114 Termination Claims    Subject to
                                                    negotiation

    8            Preferred Stock Interests               0%

    9            Common Stock Interests                  0%

   10            Securities Claims                       0%

         Treatment of Allowed Claims and Allowed Interests

A. Administrative Claims

   Paid in full in cash on the later of:

   (a) the Effective Date of the Plan; or

   (b) the date on which the Administrative Claim is allowed.

B. Professional Fee Claims

   Paid in full in cash on the later of:

   (a) the Effective Date of the Plan; or

   (b) the date on which the fees are allowed.

C. Postpetition Lenders

   Paid in full in cash on the Effective Date.

D. U.S. Trustee Fees

   Paid on a quarterly basis as required by statute until the
   bankruptcy case is closed.

E. Priority Tax Claims

   Each holder of an Allowed Priority Tax Claim will receive:

   (a) Cash equal to the Allowed Priority Tax Claim on the later
       of the Effective Date and the date the Priority Tax Claim
       becomes an Allowed Priority Tax Claim, or as soon
       thereafter as is Practicable; or

   (b) equal annual Cash payments in an aggregate amount equal to
       the Allowed Priority Tax Claim, together with interest at
       a fixed annual rate equal to 5.5% through the sixth
       anniversary date of assessment of the Allowed Priority Tax
       Claim; or

   (c) on other terms as determined by the Bankruptcy Court to
       provide the holder of the Allowed Priority Tax Claim
       deferred cash payments having a value, as of the Effective
       Date, equal to the Allowed Priority Tax Claim.

Class 1 -- Section 507(a) Priority Claims

   Except to the extent that a holder of an Allowed Class 1 Claim
   has been paid by the Debtor prior to the Effective Date or
   agrees to a different treatment, Allowed Class 1 Claims will
   be paid in full, in cash on Effective Date.

   Class 1 is unimpaired under the Plan.  Each holder of an
   Allowed Class 1 Claims is conclusively presumed to have
   accepted the Plan, and, consequently, is not entitled to vote
   to accept or reject the Plan.

Class 2 -- Secured Tax Claims

   Except to the extent that a holder of an Allowed Class 2 Claim
   has been paid by the Debtor prior to the Effective Date or
   agrees to a different treatment, Allowed Class 2 Claims will
   be paid in full in cash on the Effective Date, or, at the sole
   discretion of the Reorganized Debtor, in annual cash payments
   in equal installments over a period through the sixth
   anniversary date of assessment.

   Class 2 is unimpaired under the Plan.  Each holder of an
   Allowed Class 2 Claim is conclusively presumed to have
   accepted the Plan, and, consequently, is not entitled to vote
   to accept or reject the Plan.

Class 3 -- Mechanic's Lien Claims

   Except to the extent that a holder of an Allowed Class 3 Claim
   has been paid by the Debtor prior to the Effective Date or
   agrees to a different treatment, Allowed Class 3 Claims will:

   (a) be paid in full in cash on the Effective Date; or

   (b) receive the collateral securing its Allowed Class 3 Claim.

   Class 3 is unimpaired under the Plan.  Each holder of an
   Allowed Class 3 Claim is conclusively presumed to have
   accepted the Plan, and, consequently, is not entitled to vote
   to accept or reject the Plan.

Class 4 -- Miscellaneous Secured Claims

   Except to the extent that a holder of an Allowed Class 4 Claim
   has been paid by the Debtor prior to the Effective Date or
   agrees to a different treatment, Allowed Class 4 Claims, at
   the sole discretion of Reorganized Weirton, will:

   (a) be reinstated and renewed unimpaired in accordance with
       Section 1124 of the Bankruptcy Code;

   (b) receive, on the Effective Date, cash equal to the Allowed
       Class 4 Claim including interest in accordance with
       Section 506(b) of the Bankruptcy Code; or

   (c) receive collateral securing its Allowed Class 4 Claim.

   Class 4 is unimpaired under the Plan.  Each holder of an
   Allowed Class 4 Claim is conclusively presumed to have
   accepted the Plan, and, consequently, is not entitled to vote
   to accept or reject the Plan.

Class 5 -- Secured 2002 Exchange Note and Secured Pollution
           Control Bond Claims

   Except to the extent that a holder of an Allowed Class 5 Claim
   has been paid by the Debtor prior to the Effective Date or
   agrees to a different treatment, each holder of an Allowed
   Class 5 Claim will receive a pro rata distribution of 100% of
   the shares of Senior Redeemable Preferred Stock issued on the
   Effective Date.  The Senior Redeemable Preferred Stock will
   not receive dividends, will have voting rights, will receive
   liquidation preference and will be subject to mandatory
   redemption in 20 years and discretionary redemption by
   Reorganized Weirton during each year of the 20-year term.

   Class 5 is impaired under the Plan.  Holders of Allowed Class
   5 Claims are entitled to vote to accept or reject the Plan.

Class 6 -- General Unsecured Claims

   Except to the extent that a holder of an Allowed Class 6 Claim
   has been paid by the Debtor prior to the Effective Date or
   agrees to a different treatment, each holder of an Allowed
   Class 6 Claim will receive a:

   (a) a pro rata share of [_____] shares of New Weirton Common
       Stock, which will constitute [_____%] of issued and
       outstanding shares of New Weirton Common Stock on the
       Effective Date; and

   (b) a pro rata distribution of all net proceeds of Avoidance
       Actions.

   Class 6 is impaired under the Plan.  Holders of Allowed Class
   6 Claims are entitled to vote to accept or reject the Plan.

Class 7 -- Section 1114 Termination Claims

   In full and complete settlement, discharge and satisfaction of
   Allowed Class 7 Claims, on the Effective Date, Weirton or
   Reorganized Weirton, as the case may be, will endeavor using
   best efforts, and to the extent not already accomplished, to:

   (a) establish and administratively assist eligible Class 7
       Claimants' participation in "qualified health plans" for
       the benefit of eligible holders of Allowed Class 7 Claims
       residing in West Virginia, Pennsylvania and Ohio in
       accordance with the Trade Adjustment Act in order to allow
       the eligible holders of Allowed Class 7 Claims to
       participate in Health Coverage Tax Credits;

   (b) provide for the administration of COBRA for the benefit of
       eligible holders of Allowed Class 7 Claims in accordance
       with applicable non-bankruptcy law; and

   (c) use best efforts to sponsor and maintain the optional
       major medical program.

   In addition, Weirton or Reorganized Weirton, as the case may
   be, will establish the Retiree Trust -- the Voluntary
   Employees' Beneficiary Association -- for the benefit of
   eligible holders of Allowed Class 7 Claims for those persons
   not eligible for HCTC tax credits, and for those persons
   previously eligible for life insurance benefits, which VEBA
   Documents will be filed of record with the Bankruptcy Court in
   a Plan Supplement.

   The VEBA Documents will generally include these terms and
   conditions:

   (1) The person responsible for administering the VEBA;

   (2) The VEBA will make available a group health insurance plan
       with guaranteed issue;

   (3) The initial res of the VEBA will be comprised of certain
       agreed upon non-operating assets of Weirton or the
       proceeds thereof; and

   (4) The VEBA will distribute proceeds in accordance with the
       terms of the VEBA Documents, which will be included as
       part of a Plan Supplement.

   Class 7 is impaired under the Plan.  Holders of Allowed Class
   7 Claims are entitled to vote to accept or reject the Plan.

Class 8 -- Preferred Stock Interests

   Allowed Class 8 Interests will receive no distribution under
   the Plan, and will be cancelled on the Effective Date.

   Class 8 is impaired under the Plan, and the holders of Allowed
   Class 8 Preferred Stock Interests are deemed to reject the
   Plan.  Consequently, holders of Allowed Class 8 Preferred
   Stock Interests are not entitled to vote to accept or reject
   the Plan.

Class 9 -- Common Stock Interests

   Allowed Class 9 Interests will receive no distribution under
   the Plan, and will be cancelled on the Effective Date.

   Class 9 is impaired under the Plan, and the holders of Allowed
   Class 9 Interests are deemed to reject the Plan.  
   Consequently, holders of Allowed Class 9 Interests are not
   entitled to vote to accept or reject the Plan.

Class 10 -- Securities Claims

   Allowed Class 10 Claims and Interests will receive no
   distribution under the Plan, and will be released and
   discharged on the Effective Date.

   Class 10 is impaired under the Plan, and the holders of
   Allowed Class 10 Interests are deemed to reject the Plan.  
   Consequently, holders of Allowed Class 10 Interests are not
   entitled to vote to accept or reject the Plan. (Weirton
   Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
   Inc., 609/392-0900)  


WEYERHAEUSER: Fitch Cuts Unsecured Debt Rating to BB+
-----------------------------------------------------
Fitch Ratings lowered the senior unsecured long-term ratings of
Weyerhaeuser to 'BB+' from 'BBB-' and the commercial paper ratings
of Weyerhaeuser and Weyerhaeuser Real Estate Co. to 'B' from 'F3'.
The Rating Outlook is changed to Stable from Negative. This rating
action is based on a poor prognosis for future debt reduction.
Acknowledging Weyerhaeuser's upside earnings and cash generation
potential, it is becoming increasingly difficult to see a
sustainable improvement in the company's markets to allow a quick
return to investment grade financial metrics, absent an equity
offering. Weyerhaeuser has a debt to rolling twelve-month EBITDA
ratio of 5.9 times through June 2003.

Weyerhaeuser has been selling non-core timberlands which now
contribute upwards of 25% of the company's operating earnings.
Weyerhaeuser has also been cutting costs and capital expenditures.
Weak operating margins in pulp and paper and a lackluster outlook
for containerboard together with import duties paid on softwood
lumber hamper cash generation. Weyerhaeuser's ratings would be
reviewed if the markets for containerboard and uncoated freesheet
show some appreciable improvement in demand or if the company
would recapitalize the consideration it paid for Willamette.


WORLDCOM INC: Court Approves Virginia Dept. of Corrections Pact
---------------------------------------------------------------
The Commonwealth of Virginia Department of Corrections filed a
proof of claim for $1,194,194, representing commissions owed by
the Worldcom Debtors for the period from June 1, 2002 through
July 21, 2002.  The claim arose from certain contracts entered
into by the Debtors with the Department of Corrections for the
provision of inmate telephone services, whereby the Debtors agreed
to pay a 40% commission to the Department.

The Department has expressed its intention to extend the
telephone service contract for an additional two years.

To resolve the claim, the Parties entered into a settlement
agreement, which provides that:

   -- The Debtors will pay to the Department, by wire transfer to
      an account the Department designates, $1,194,494 as cure
      payment pursuant to Section 365 of the Bankruptcy Code for
      the Debtors to assume the Service Contract;

   -- Upon receipt of the Cure Payment, the Department will
      withdraw each of the proofs of claim filed against the
      Debtors.  The Department will not file additional proofs of
      claim in connection with the Service Contract; and

   -- The parties will extend the Service Contract for two more
      years until December 31, 2005.

Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in
Houston, Texas, asserts that the Settlement Agreement should be
approved because:

   (1) The Settlement Agreement is fair and reasonable and in no
       way unjustly enriches any of the Parties;

   (2) As part of the Settlement, the Debtors will assume the
       Service Contract, which guarantees the Debtors substantial
       revenue over a two-year period;

   (3) The Settlement allows the Debtors to maintain a positive
       relationship with the Commonwealth of Virginia, which has
       been their customer for 13 years; and

   (4) The assumption of the Contract eliminates the attendant
       risk of litigation and result in significant revenue for
       the Debtors over a two-year period.

At the Debtors' request, the Court approves the Settlement
Agreement and authorizes the assumption of the Service Contract.
(Worldcom Bankruptcy News, Issue No. 39; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


XM SATELLITE: Will Conduct Q3 2003 Conference Call on November 6
----------------------------------------------------------------
XM Satellite Radio (Nasdaq: XMSR) has scheduled a conference call
on Thursday, November 6, 2003 at 10:00 AM (EST) to announce and
discuss its third quarter 2003 financial results.  Prior to the
call, XM Radio's quarterly financial results will be posted to the
Company's Web site at http://www.xmradio.comas well as being  
released over PR Newswire and First Call.

To listen to the conference call via telephone please dial-in to
one of the following numbers approximately 10 minutes prior to the
planned start of the call.

                   Call-in number:  (800) 374-0551
                 Local call-in number:  (706) 643-3460

The conference call can also be accessed via a live webcast on the
Company's Web site located at http://www.xmradio.com  The webcast  
will also be archived on the Company's Web site.

If you are unable to participate in the scheduled call, a replay
of the conference call will be available after 1 p.m. on Thursday,
November 6, 2003 through 12 a.m. on November 13, 2003.

                   Playback Numbers:  (800) 642-1687
                 Local call-in number:  (706) 645-9291
                       Conference ID#:  3308677

XM is America's #1 satellite radio service.  With nearly 930,000
subscribers, XM is on pace for 1.2 million subscribers later this
year. Broadcasting live daily from studios in Washington, DC, New
York City and Nashville, Tennessee at the Country Music Hall of
Fame, XM provides its loyal listeners with 101 digital channels of
choice: 70 music channels, more than 35 of them commercial-free,
from hip hop to opera, classical to country, bluegrass to blues;
and 31 channels of premiere sports, talk, comedy, kid's and
entertainment programming.  For more information about XM, visit
http://www.xmradio.com

                         *     *     *

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

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

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

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


* Adelman Lavine Gold and Levin's Philadelphia Office Relocates
---------------------------------------------------------------
Effective Octiber 1, 2003, Adelman Lavine Gold and Levin, a
Professional Corporation, relocated its office for the general
practice of law in Philadelphia, Pennsylvania, to:

                  Adelman Lavine Gold and Levin, P.C.
                           Four Penn Center
                              Suite 900
                     Philadelphia, PA 19103-2808
                       Telephone (215) 568-7515
                       Facsimile (215) 557-7922
                    E-Mail lawyers@adelmanlaw.com

The Firm continues to maintain its Delaware office at:

                        919 N. Market Street
                              Suite 710
                        Wilmington, DE 19801
                      Telephone (302) 654-8200
                      Facsimile (302) 654-8217


* Donald J. Mares Joins Fleishman & Shapiro as Special Counsel
--------------------------------------------------------------
Fleishman & Shapiro P.C., a Denver-based law firm focusing on real
estate, business, estate planning, commercial and construction
litigation, divorce and personal injury, announced that Donald J.
Mares, former auditor of the City and County of Denver, has joined
the firm as special counsel. In this new role, Mares plans to
extend the firm's practice to include several areas of
governmental law.

At Fleishman & Shapiro, Mares will continue his tradition of
community service while building and increasing his law practice.
Mares intends to add municipal law, government relations and labor
law to the firm's offering while also concentrating on general
civil litigation, employment, domestic relations, union issues,
business, real estate and transactional representation.

This position marks Mares' return to private practice after
serving for 15 years as an elected public official in Denver. From
1995 to 2003, Mares was auditor of the City and County of Denver
and also spent seven years serving in the General Assembly, both
in the House and Senate. Mares' extensive political career
includes a recent run for the office of the Mayor of the City and
County of Denver.

"Since its founding 14 years ago, Fleishman & Shapiro has emerged
as a highly regarded legal practice within the legal Denver
community. I am excited to align with the firm as they truly
recognize and appreciate my unwavering dedication to public
service. This new position will allow me to continue emphasizing
this commitment by giving back to the community through
involvement with various non-profit boards and by pursuing other
complementary public service opportunities," said Mares.

A. Craig Fleishman, managing director at Fleishman & Shapiro,
added: "Don brings a wealth of legal experience, solid business
relationships, high ethical standards and a strong sense of
community to our firm. We believe Don's joining will significantly
enhance business opportunities for the firm in those areas where
he has strong associations and a history of community
participation. We look forward to the contributions he will make
not only to our practice but also to the community at large."

Currently, Mares serves on several boards including the Kempe
Children's Foundation and Labor's Community Agency. He has earned
numerous awards for his community involvement and been recognized
for his leadership on health care legislation, his work on behalf
of senior citizens and he and his family's deep commitment to
public service.

Mares, 46, is a Denver native and a graduate of Regis High School.
He earned a Bachelor of Arts degree with Honors from Stanford
University and a Juris Doctorate from the University of
Pennsylvania in Philadelphia. He clerked in the Tenth Circuit
Court of Appeals for the Honorable William E. Doyle. He resides in
Denver with his wife and three children.

Fleishman & Shapiro is a 14-year member of the Denver legal and
business communities. Its practice is focused in the areas of real
estate, business, estate planning, commercial and construction
litigation, divorce, and personal injury. The firm's partners are
particularly involved with numerous charities and serve on several
boards of both non-profit organizations and local businesses.


* Fitch Says High Yield Energy Merchants Refundings Only S-T Fix
----------------------------------------------------------------
U.S. energy merchants have made good progress in solving near-term
liquidity woes via capital market access and successful bank
credit refinancings over the last few months. This progress has
generally led to a stabilization of credit ratings in the sector,
albeit within the speculative-grade category for many industry
participants. The completed refinancings, however, have not
necessarily enhanced the underlying credit fundamentals of the
sector through leverage reduction and/or capital structure
improvement, according to Fitch Ratings.

An explosive high yield market during the summer enabled companies
such as Reliant, Dynegy Holdings, Calpine and Williams Companies
to successfully reduce their reliance on problematic short-term
bank credit and tap the high yield markets, a significant step
considering the risk of insolvency that three of these companies
faced at some point during the last twelve-eighteen months.

While some companies engaged in successful bank credit
refinancings, others such as Mirant, PG&E National Energy Group
and NRG Energy, mired in failed negotiations with bank creditors
to reach a refinancing accord or out-of-court debt restructuring
settlements, were forced to file for Chapter 11 bankruptcy.

U.S. wholesale power market conditions are still very weak, and
Fitch expects they will remain so for the foreseeable future.
Fitch will be hosting a teleconference Wednesday Oct. 15 at 10:00
a.m. EDT to discuss these developments within the U.S. global
power sector. Fitch analysts Hugh Welton, Richard Hunter, Robert
Hornick and Ellen Lapson will participate in the call. In addition
to the companies referenced above, credits that will be discussed
during the call include American Electric Power, Duke Energy, and
FirstEnergy.

Participants are invited to send questions in advance by email to
hugh.welton@fitchratings.com  Listeners will also be able to
participate in a question and answer session during the call.

U.S. participants should call +1-877-897-0442, and callers from
outside the U.S. should call +1-706-643-7396 ten minutes prior to
the 10:00 a.m. EDT start time. In order to ensure there are
sufficient telephone lines available, please use internal
conferencing capabilities, if possible, for multiple listeners at
a single location. A replay of the teleconference will be
available starting at 1:00 p.m. EDT on Oct. 15 until Oct. 21 at
+1-800-642-1687 (U.S.) or +1-706-645-9291 (outside the U.S.). The
access code is '3241557'.

Additionally, an audio version of the teleconference replay will
be archived on the Fitch Ratings web site for one month.
Interested parties can find the appropriate link at the 'Company
Events & Online Media' link, which is located under the heading
'About Fitch' at http://www.fitchratings.com


* Southern District of Mississippi Bankruptcy Court Relocates
-------------------------------------------------------------
The offices for the United States Bankruptcy Court for the
Southern District of Mississippi relocated yesterday to:

   Physical Location
   -----------------
     Charlene Kennedy
     Clerk
     U.S. Bankruptcy Court
     Dan M. Russell, Jr., U.S. Courthouse
     2012 15th Street, Suite 244
     Gulfport, MS 39501
     Telephone (228) 563-1790

     The Honorable Edward R. Gaines
     U.S. Bankruptcy Judge
     Dan M. Russell, Jr., U.S. Courthouse
     2012 15th Street, 7th Floor
     Gulfport, MS 39501
     Telephone (228) 563-1840

   Mailing Addresses
   -----------------
     Charlene Kennedy
     Clerk
     U.S. Bankruptcy Court
     Dan M. Russell, Jr., U.S. Courthouse
     2012 15th Street, Suite 244
     Gulfport, MS 39501
     Telephone (228) 563-1790

     The Honorable Edward R. Gaines
     U.S. Bankruptcy Judge
     Dan M. Russell, Jr., U.S. Courthouse
     2012 15th Street, Suite 244
     Gulfport, MS 39501
     Telephone (228) 563-1840

Among others, In re Friede Goldman Halter, Inc., et al., Bankr.
Case No. 01-52173-SEG, and In re President Riverboat Casino--New
York, Inc., Bankr. Case No. 02-53404-SEG, pend before the U.S.
Bankruptcy Court for the Southern District of Mississippi.  
     

* Tax Lien Sale Symposium at Hilton New York Slated for Friday
--------------------------------------------------------------
The Board of Directors for the National Tax Lien Association --
http://www.ntlainfo.org-- has scheduled a one-day symposium on  
the topic of Tax Lien Sales as a Financial Management Tool. The
conference will be held Friday, October 17, 2003 from 8:45 a.m. -
6:00 p.m. at the Hilton New York located at 1335 Avenue of the
Americas.

Presentation topics include -- Equity & Electability: The Politics
of Tax Collection, U.S. Bankruptcy Code and Tax Lien Sales,
Privatized Tax Collection: Administrative Outsourcing, Bulk Sales
& Securitization, and a case study of Redding Connecticut's
Community Revitalization Through Tax Lien Sales. Morning and
afternoon refreshment breaks will be provided.

The event is designed for those public revenue officials (tax
collectors, county treasurers, tax receivers, and county and
municipal finance officers) who are responsible for the
collection, enforcement and distribution of ad valorem property
tax revenue.

The fee for this event is $125 per person. Additional registrants
from the same firm, company, or public agency may register for the
reduced fee of $75. Payment must be made by check payable to the
National Tax Lien Association. On-site registration will be
conducted from 8:00 a.m. - 8:45 a.m. the day of the conference. No
late fees will be assessed and seating is limited.

"The conferees to attend this meeting will include revenue
officials, law firms, rating services, institutional investors,
servicing corporations and others with direct and peripheral
interest in the U. S. tax lien industry," states Howard C.
Liggett, Executive Director of the National Tax Lien Association.

For further information on the symposium, interested parties may
call toll free: 877.470.9007 or visit the NTLA Web site at
http://www.ntlainfo.organd click on News & Events. Registration  
forms are also available upon the association site.

                    Contact:
                              Howard C. Liggett
                              NTLA Executive Director
                              Tel: 877.470.9007


* Meetings, Conferences and Seminars
------------------------------------
October 15-18, 2003
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Sixth Annual Meeting
         San Diego, CA
            Contact: http://www.ncbj.org/  

October 15-16, 2003
   EUROLEGAL
      Commercial Loan Workouts
         Contact: +44-20-7878-6897 or liu@ef-international.co.uk

October 16-17, 2003
   EUROFORUM INTERNATIONAL
      Russian Corporate Bonds
         Renaissance Hotel, Moscow
            Contact: http://www.ef-international.co.uk

November 4-5, 2003
   EUROFORUM INTERNATIONAL
      The Art and Science of Russian M&A
         Ararat Park Hyatt Hotel, Moscow
            Contact: +44-20-7878-6897 or
                     liu@ef-international.co.uk

November 12-14, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Emory University, Atlanta, GA
            Contact: 1-703-739-0800 or http://www.abiworld.org  

December 1-2, 2003
   RENAISSANCE AMERICAN MANAGEMENT, INC.
      Distressed Investing
         The Plaza Hotel, New York City, NY
            Contact: 800-726-2524 or
                     http://renaissanceamerican.com

December 3-7, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         La Quinta, La Quinta, California
            Contact: 1-703-739-0800 or http://www.abiworld.org

February 5-7, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, CO
            Contact: 1-703-739-0800 or http://www.abiworld.org

March 5, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         The Century Plaza, Los Angeles, CA
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 29-May 1, 2004
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Fairmont Hotel, New Orleans
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 3, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millennium Broadway Conference Center, New York, NY
            Contact: 1-703-739-0800 or http://www.abiworld.org

June 2-5, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, MI
            Contact: 1-703-739-0800 or http://www.abiworld.org

June 24-26,2004
   AMERICAN BANKRUPTCY INSTITUTE
      Hawaii Bankruptcy Workshop
         Hyatt Regency Kauai, Kauai, Hawaii
            Contact: 1-703-739-0800 or http://www.abiworld.org

July 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      The Mount Washington Hotel
         Bretton Woods, NH
            Contact: 1-703-739-0800 or http://www.abiworld.org

July 28-31, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Reynolds Plantation, Lake Oconee, GA
            Contact: 1-703-739-0800 or http://www.abiworld.org

September 18-21, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Bellagio, Las Vegas, NV
            Contact: 1-703-739-0800 or http://www.abiworld.org

October 10-13, 2003
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Seventh Annual Meeting
         Nashville, TN
            Contact: http://www.ncbj.org/  

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org  

July 14 -17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Ocean Edge Resort, Brewster, MA
         Contact: 1-703-739-0800 or http://www.abiworld.org   

July 27- 30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, SC
            Contact: 1-703-739-0800 or http://www.abiworld.org

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, TX
            Contact: http://www.ncbj.org/  

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, CA
            Contact: 1-703-739-0800 or http://www.abiworld.org   

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.  
               
                          *********

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 ***