TCR_Public/031016.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, October 16, 2003, Vol. 7, No. 205

                          Headlines

866 3RD NEXT: Seeks Permission to Tap Rubin Katz as Accountants
ACTERNA CORP: Emerges from Chapter 11 Reorganization Proceedings
AEROGEN INC: Promotes Angela Strand to Vice President-Marketing
AHOLD: Names Lawrence Benjamin as New U.S. Foodservice CEO
AIR CANADA: Pionairs & ASPBA Represent Inactive Retirees' Panel

ALLIANCE PHARMACEUTICAL: Records $20.3 Mil. Net Loss for FY 2003
AMERICAN COMMERCE: Completes Chariot Manufacturing Acquisition
AMERICAN PLUMBING: Case Summary & Largest Unsecured Creditor
AMERICAN PLUMBING: Chap. 11 Filing Spurs S&P Rating Cut to D
AMERICA WEST: Q3 Conference Call to Be Webcast on October 21

ANC RENTAL: Court Clears Assignment of Liberty Pacts to Vanguard
ANKER COAL: Emerges From Chapter 11 Bankruptcy
APPLIED EXTRUSION: S&P Cuts $275M Sr. Unsec. Debt Rating to B-
ATLANTIC COAST: Board Still to Meet and Decide on Mesa Offer
AURORA FOODS: Effecting Pinnacle Merger Under Bankruptcy

BALDWIN CANE: Section 341(a) Meeting to Convene on November 4
BEAR STEARNS: Fitch Takes Rating Actions on 2003-TOP12 Notes
BE INC: Performance Capital Discloses 10.42% Equity Stake
BOOTS & COOTS: Pollock to Lead Newly Formed Canadian Unit
CABLE SATISFACTION: Junks CDP Pact & Supports Catalyst Group Plan

CEDARA SOFTWARE: Inks Distribution Pact with Shanghai Medical
CENTRAL EUROPEAN MEDIA: Commences Two-for-One Stock Split
CHANNEL MASTER: Looks to FTI Consulting for Financial Advice
CHESAPEAKE CROSSING: Look for Schedules & Statements on Oct. 28
COLUMBUS MCKINNON: Will Announce Q2 2004 Results on October 21

COMM 2000-C1: Fitch Affirms Ratings on Series 2000-C1 Notes
COMM 2000-FL2: Fitch Affirms Low-B Ratings on Six Note Classes
DATAWORLD SOLUTIONS: Reports Favorable Strategic Restructuring
DELTA AIR LINES: Third Quarter Net Loss Pegged at $164 Million
DJ ORTHOPEDICS: Will Release 3rd Quarter 2003 Results on Oct. 28

EAGLEPICHER: Reports Decreasing Net Sales in Third Quarter 2003
ENRON CORP: ENA Seeks to Conduct Rule 2004 Exam of Giant Eagle
EXIDE: Committee Wants to Disclose Confidential Info to Bidders
FMC CORP: Solutia Files Suit Regarding Astaris LLC Joint Venture
GLOBAL CROSSING: Obtains Nod for Alcatel Deferred Payment Pact

HUGHES ELECTRONICS: Third Quarter Net Loss Balloons to $23 Mil.
IMAGING TECHNOLOGIES: Delays Form 10-K Filing By One Week
IMAX CORP: S&P Ups Corp. Credit Rating to CCC+ & Outlook Positive
IMMUNE RESPONSE: Commences Private Offering to Raise $12 Mil.
IMPATH INC: Retains Asante Partners as Investment Advisors

INSITE VISION: AMEX Accepts Continued Listing Plan
INTEGRATED HEALTH: IHS Liquidating Asks for Lease Time Extension
INTERDENT: Equity Extinguished & SEC Reporting Terminates
INTERNET CAPITAL: Nasdaq Grants Continued Listing Status
I-STAT CORPORATION: 3rd Quarter Conference Call Set for Oct. 23

KAISER: Seeks to Further Extend Removal Period to May 12, 2004
LEAP WIRELESS: Panel Assigns U.S. Bank as Leap Creditor Trustee
LNR PROPERTY: Offering $275+ Million of New Senior Sub. Debt
MCI/WORLDCOM: Issues August 2003 Monthly Operating Results
MCI/WORLDCOM: Names Nancy Higgins as Chief Ethics Officer

MERCURY AIR: Needs More Time to Complete Annual Report
METALDYNE CORP: Offering $100 Million of Senior Notes Due 2013
MIRANT: FERC & Potomac Want District Court to Hear Arguments
MITEC: Completes Sale/Leaseback Agreement for Montreal Facility
MORGAN STANLEY: Fitch Ups Ratings on Ser. 1999-WF1 Note Classes

NALCO CO.: S&P Assigns BB- Corporate Credit Rating
NAT'L CENTURY: Poulsen, et al., Want $17 Million Sequestered
NATIONAL EQUIPMENT: Prepetition Claims Bar Date Set for Oct. 20
NEW CENTURY: Long-Term Counterparty Credit Gets S&P's BB- Rating
NEXTERA: Shareholders to Convene in Massachusetts in November

NORTHWESTERN CORP: Engages Browning Kaleczy as Montana Counsel
NRG ENERGY: Selling McClain Facility to Oklahoma Gas for $159.9M
OMNOVA SOLUTIONS: Initiates Company-wide Restructuring
PAC-WEST TELECOMM: Will Publish Q3 2003 Results on October 29
POLAROID CORP: Court Okays Kelley's Retention as Special Counsel

PREMIER CONCEPTS: Files for Chapter 11 Protection in California
PREMIER CONCEPTS: Case Summary & 20 Largest Unsecured Creditors
QUALITY DISTRIBUTION: On Watch Pos. over Recapitalization Plans
REPUBLIC ENGINEERED: Brings-In McDonald Hopkins as Attorneys
ROWE INT'L: Wants to Tap Sheehey Furlong as Special Counsel

SAFETY-KLEEN: Seeks Clearance of Myers, et al., Settlement Pact
SILICON GRAPHICS: Q1 Financial Release Webcast Scheduled Oct. 20
SK GLOBAL: Court Okays Uniform Interim Compensation Protocol
SPANISH BROADCASTING: S&P Junks Proposed $75MM Preferred Stock
US AIRWAYS: Inks Stipulation Reducing Wachovia-Related Claim

STORAGENETWORKS: Stockholders Endorse Liquidation Plan
TERAYON COMM: Look for Third Quarter 2003 Results on October 22
TITAN CORP: Awarded $74 Million U.S. Air Forces Europe Contract
TRIMAS CORP: Hosting Q3 2003 Earnings Conference on November 3
UAL CORP: Releasing Third Quarter Financial Results on Oct. 30

VENTURE CATALYST: Annual Shareholders' Meeting Set for Dec. 5
WEIRTON STEEL: Overview of Capital Structure Under the Plan
WESTERN INTEGRATED: Plan Confirmation Hearing Set for Nov. 10
WILLIAMS: Fitch Affirms B+ Rating on Senior Notes & Debentures
WORLDCOM INC: Resolves Claim Dispute with Wiltel Communications

W.R. GRACE: Seeks Court Approval to Name President and COO

* 10th Aircraft Fin. Conference to Address New Capital Sources
* Marshack Shulman Hodges & Bastian Open Riverside Office

* DebtTraders' Real-Time Bond Pricing

                          *********

866 3RD NEXT: Seeks Permission to Tap Rubin Katz as Accountants
---------------------------------------------------------------
866 3rd Next Generation Hotel, LLC is seeking permission from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Rubin & Katz, LLP as its Accountants.

In this engagement, Rubin & Katz is expected to:

     a) review of the Debtor's books and records to complete and
        file the schedules and statement of financial affairs
        required to be filed with the Bankruptcy Court pursuant
        to Bankruptcy Rule 1007;

     b) prepare the monthly operating reports required to be
        filed during the pendency of the Debtor's bankruptcy
        case;

     c) analyze the books and records maintained by Marriott
        International, Inc., and its various subsidiaries and
        affiliated companies regarding the operation of the
        Hotel; and

     d) perform all other necessary accounting services in
        connection with this chapter 11 case.

Arthur Adams, a partner of Rubin & Katz, asserts that the firm is
a "disinterested person" as that term is defined in the Bankruptcy
Code.  Mr. Adams further assures the Court that they are well
capable of providing the Debtor with the required services.

Rubin & Katz's standard hourly rates range from:

          Staff Accountants   $125 to $185 per hour
          Managers            $200 to $250 per hour
          Partners            $250 to $375 per hour

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.


ACTERNA CORP: Emerges from Chapter 11 Reorganization Proceedings
----------------------------------------------------------------
Only five months after initiating its case, Acterna emerged from
chapter 11 protection ready to build on its global communications
test leadership with a stronger balance sheet.

As previously announced, Acterna's Plan of Reorganization received
overwhelming support from all classes of creditors and was
confirmed by the U.S. Bankruptcy Court for the Southern District
of New York on September 25. Acterna subsidiary, da Vinci, the
leading manufacturer of color image enhancement and automatic film
and video restoration technology, has also emerged from chapter 11
protection.

"Acterna has continued to serve its customers and deliver new
innovations throughout the debt restructuring process," said John
Peeler, president and chief executive officer. "We emerge today
with a bright future and as a stronger company more committed than
ever to the employees, customers, suppliers and other business
partners that have been so instrumental to our continued success."

               Undaunted Focus on Product Innovation
                   and Reliably Serving Customers

Acterna's strategic focus is to deliver communications test
solutions that help its customers deploy new communications
services, reduce operating expenses and improve quality. Its
customers include leading communications service providers -- such
as Alltel, AT&T, Bell South, BT, Comcast, Deutsche Telekom, France
Telecom, Telefonica, SBC, Time Warner Cable and Verizon - as well
as equipment manufacturers including Alcatel, Cisco, Lucent,
Nortel and others. During the last five months, Acterna has
introduced more than 10 new products and enhancements. The company
will launch 12 more new products and major enhancements before the
end of the year.

"Acterna's sales and support team has truly exhibited the extra-
mile effort to support our network engineering and operations
staff," said Bill Wyatt of Alltel, a communications service
provider with 12 million customers and nearly $8 billion in annual
revenue. "As Alltel continues to evolve its network technologies
and service offerings, we look to Acterna as a partner in our
future success."

"Acterna has a long, proven track record as one of the leading
providers of communications test solutions for optical, access and
cable networks," said Dana Cooperson, group and program director
for RHK, Inc., a global telecom research and advisory services
firm. "The company's health has improved through their recent
reorganization, and they are aligning their business to meet the
growing need among communications service providers to launch new
services and lower network expenses through improvements in
business processes."

                    New Board of Directors

Acterna also announced a new, five -member Board of Directors,
effective October 15, 2003. The new Board is made up of the
following members:

-- Todd Arden, director, Angelo, Gordon & Co., an investment
   management firm with approximately $10 billion under
   management. Previously served as portfolio manager and senior
   analyst within AIG/SunAmerica's High Yield Group.

-- Alain Couder, president and CEO of Confluent Software. Former
   chief operating officer of Agilent Technologies and former
   chairman and CEO of Packard Bell NEC.

-- James Gaffney, director for several companies -- including
   Hexcel Inc., Imperial Sugar Company (chairman), SCP Pool Inc.-
   with strong turnaround expertise. Former CEO of General
   Aquatics/KDI Corporation, International Tropic-Cal,
   Ayers/Chairmakers, Inc., Brown Jordan Company and Washington
   Industries.

-- Edward Horowitz, founder and chairman of EdsLink LLC, a
   financial and technology consulting service, and former
   chairman of e-Citi, a Citigroup unit created to pioneer
   Citigroup's e-commerce initiatives. Previously served as senior
   vice president, technology and operations, for Viacom Inc.

-- John Peeler, president and CEO, Acterna. More than 25 years of
   communications industry experience, including 23 years with
   Acterna, and a depth of expertise in engineering and
   operations.

"Acterna has assembled a world-class Board of Directors made up of
strong leaders with a depth of business and technology expertise,"
said Peeler. "Our management team looks forward to working with
these incoming directors as Acterna builds momentum and embarks on
a successful new era."

                    Plan of Reorganization Terms

Under the terms of Acterna's Plan of Reorganization, which becomes
effective today, Acterna's senior secured debt holders receive 100
percent of the company's equity through a debt-for-equity swap.
Acterna emerges as a privately held company with long-term debt of
approximately $190 million and quarterly cash interest expense of
less than $2 million. Holders of Acterna's current convertible and
subordinated notes will receive warrants having diminimus value.
Unsecured creditors receive a cash distribution of approximately
10 percent of their claims. Current equity holders will receive no
distribution under the terms of the plan.

Acterna is the world's largest provider of communications test
solutions for telecommunications and cable network operators. A
trusted communications test partner for more than eight decades,
Acterna offers an unmatched portfolio of award-winning
instruments, systems, software and services that help its
customers reduce network costs while improving performance and
reliability. Headquartered in Germantown, Maryland, USA - with
European and Asia-Pacific operations based in Eningen, Germany and
Hong Kong - Acterna serves nearly every major communications
service provider and equipment manufacturer around the world
through a skilled sales and support organization in 31 countries.


AEROGEN INC: Promotes Angela Strand to Vice President-Marketing
---------------------------------------------------------------
Aerogen, Inc. (Nasdaq: AEGN) announced the promotion of Angela
Strand to the position of Vice President, Marketing for the
Company.

Ms. Strand joined Aerogen in November 2000 as Director of
Marketing, and has been responsible for establishing the Company's
marketing capabilities, including activities associated with the
launch of Aerogen's nebulizer products. Introduced in June 2002,
the Aeroneb(R) Professional Nebulizer System, Aerogen's flagship
hospital product, is now available in over 35 countries worldwide.
Most recently, Ms. Strand has played a significant role in
negotiating the agreement with Medical Industries America, Inc.
("MIA"), announced October 7, 2003, under which MIA will
distribute, market and sell Aerogen's next-generation home
nebulizer product, the Aeroneb(R) Go, in the U.S. and selected
other countries.  This product, for which U.S. regulatory
clearance is pending, is targeted for worldwide introduction later
this year.

Prior to joining Aerogen, Ms. Strand held senior-level positions
with Novacept, a women's healthcare company, and eCliniq, an
internet-based healthcare software concern.  She also served in
leadership positions with Baxter Healthcare and FemRx, a women's
healthcare company acquired by Johnson & Johnson.  She received a
B. S. with high honors in Communications and an M.B.A. in
marketing and finance, both from the University of Tennessee.

"I am pleased to announce this promotion which recognizes both
Angela's capabilities and her impact on Aerogen's presence in the
marketplace.  I look forward to her continued contributions to our
corporate success," said Jane E Shaw, Aerogen's Chairman and Chief
Executive Officer.

Aerogen, a specialty pharmaceutical company, develops inhaler and
nebulizer products based on its OnQ(TM) Aerosol Generator
technology to improve the treatment of respiratory disorders.
Aerogen also has development collaborations with pharmaceutical
and biotechnology companies for delivery of novel compounds that
treat respiratory and other disorders.  Aerogen currently markets
products that include the Aeroneb(R) Professional Nebulizer
System, for use in the hospital, and the Aeroneb(R) Portable
Nebulizer System, for home use.  Aerogen's first drug product in
the acute care setting, inhaled amikacin for pulmonary infections,
is currently in Phase 2 clinical trials.
Additional products are in the feasibility and pre-clinical stages
of development and in test marketing.  Aerogen is headquartered in
Mountain View, California, with a campus in Galway, Ireland.  For
more information, visit http://www.aerogen.com.

                           *   *   *

           Liquidity and Going Concern Uncertainty

Aerogen, Inc.'s June 30, 2003 balance sheet shows an accumulated
deficit of about $100 million that eroded its total shareholders'
equity to about $8 million from about $16 million recorded six
months ago.

In its SEC Form 10-Q for the quarter ended March 31, 2003, the
Company stated:

"The Company's recurring net losses from operations and negative
cash flows from operations, in light of the Company's current
liquidity and capital resources, raise substantial doubt regarding
the Company's ability to continue as a going concern for a
reasonable period of time.  Since inception, we have financed our
operations primarily through equity financings, product revenues,
research and development revenues, and the interest earned on
related proceeds.  The process of developing our products will
continue to require significant research and development, clinical
trials and regulatory approvals. These activities, together with
manufacturing, selling, general and administrative expenses, are
expected to result in substantial operating losses for the next
several years.

"[The Company's] condensed consolidated financial statements
contemplate the realization of assets and the satisfaction of
liabilities in the normal course of business. The continued
operation of the Company is dependent on our ability to obtain
adequate funding and eventually establish profitable operations.
As of March 31, 2003, we had $4.5 million in cash and cash
equivalents. During the first three months of 2003, our
expenditures have been approximately $1.6 million per month. We
need to raise additional funds through public or private
financings, collaborative relationships or other arrangements by
early June 2003 in order to continue as a going concern. We cannot
be certain that such additional funding will be available on terms
attractive to us, or at all. Furthermore, additional equity or
debt financing may involve substantial dilution to our existing
stockholders, restrictive covenants or high interest rates.
Collaborative arrangements, if necessary to raise additional
funds, may require us to relinquish rights to either certain of
our products or technologies or desirable marketing territories,
or all of these. We will also explore other potential options,
such as a merger or sale.  If our efforts are unsuccessful, the
Company will have to significantly curtail operations even
further, or cease operations altogether and explore liquidation
alternatives."


AHOLD: Names Lawrence Benjamin as New U.S. Foodservice CEO
----------------------------------------------------------
The Ahold (NYSE:AHO)(Other OTC:AHODF) Corporate Executive Board
has appointed Lawrence S. Benjamin as Chief Executive Officer at
U.S. Foodservice, effective November 1, 2003. Interim CEO Robert
Tobin will work with Benjamin during the transition, ensuring
continuity in the operations and governance of the company until
Benjamin outlines his strategic plan for the company and addresses
any changes in other senior leadership positions at the company.

Benjamin joins U.S. Foodservice from the NutraSweet Company in
Chicago, Illinois, where he currently serves as Chief Executive
Officer. He has held various executive positions in the food
industry, including consecutively serving as President & CEO at
Stella Foods (1994 -- 1997) and Specialty Foods Corporation (1997
-- 2001), both holdings of Oak Hill Capital Management. Prior to
working with Oak Hill, he held several executive positions at
different divisions of Kraft Foods.

An advisory board will be installed at U.S. Foodservice to oversee
the required changes in controls systems and to ensure the
implementation of solid corporate governance principles throughout
the entire company. This advisory board -- comprised of Ahold
President & CEO Anders Moberg, Ahold CFO Hannu Ryopponen, Chief
Corporate Governance Counsel Peter Wakkie, Corporate Executive
Board member William Grize and Supervisory Board member Robert
Tobin -- will work closely with the Ahold Corporate Executive
Board. Additionally, two external members with extensive industry
and business experience will be identified in due course.

Commenting on the appointment, Anders Moberg said: "We are
extremely pleased that Larry has decided to join the company. He
has an excellent reputation for turning around and rebuilding
companies in crisis and has successfully directed important
recovery processes. Recently the focus of U.S. Foodservice has
necessarily been on cleaning up the business. Larry's leadership
and background perfectly complement our strategy for U.S.
Foodservice. With the active support of the advisory board, Larry
will play a key role in rebuilding and maximizing the value of the
company."

                           *   *   *

Fitch Ratings, the international rating agency, is maintaining its
Rating Watch Negative status on both the 'BB-' Senior Unsecured
debt and 'B' Short-term ratings of Koninklijke Ahold N.V., the
Netherlands-based international food retailer.

Fitch's 'BB-' rating for Ahold reflects the view that the company
remains a viable operating entity. However, many of the reasons
for Fitch's Rating Watch Negative remain, particularly the amount
of recent interim secured funding within the group, together with
the control and structural subordination mechanisms this may
afford, the reliance on continued support from core banks for
available credit facilities, and near-term (including 2005's bulk)
debt maturities. It is questionable if the US Foodservice profit
margin can increase from FY02's 1.7% level. The company has to
maximise cash, either from operational cashflow, sale of
activities, or a rights issue. The company does not expect to
report on these issues, or H103's results, until mid-October.


AIR CANADA: Pionairs & ASPBA Represent Inactive Retirees' Panel
---------------------------------------------------------------
Mr. Justice Farley appoints the Airline Supplementary Pension and
Benefits Association and the Air Canada Pionairs to represent
inactive non-union employees that retired as of April 1, 2003 as
well as all retired, terminee, surviving spouse and other
beneficiaries of the pension and benefits plans and programs
which have been created or administered by the Applicants for the
members of Air Canada Pilots Association.  Mr. Justice Farley
also allows the ACPA to select at least one representative as a
constituent member of the governing committee of the Non-Union
and ACPA Retiree Representatives.

Raymond Lindsay represents the ASPBA and W.J. (Bill) Rowe
represents the Air Canada Pionairs.

Mr. Justice Farley appoints the law firm of Pallet Valo, LLP and
Pallet Valo's John R. Varley, Esq., as solicitors for the Non-
Union and ACPA Retiree Representatives.  The Non-Union and ACPA
Retiree Representatives' solicitor will have access to the Air
Canada data room.

The Applicants will bear all reasonable disbursements and
reasonable legal fees incurred by the Non-Union and ACPA Retiree
Representatives and their solicitors from April 1, 2003 relating
to the registered and supplementary pension plans.  The
Applicants will pay the expenses on a substantial indemnity
basis, billed at no more than $20,000 per calendar month.

The Applicants may, on notice to the Non-Union and ACPA Retiree
Representatives' solicitor, apply to the Court to amend or
rescind the Order. (Air Canada Bankruptcy News, Issue No. 14;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ALLIANCE PHARMACEUTICAL: Records $20.3 Mil. Net Loss for FY 2003
----------------------------------------------------------------
Alliance Pharmaceutical Corp. (OTC Bulletin Board: ALLP) reported
a net loss of $20.3 million, or $1.04 per share, for the year
ended June 30, 2003.

This compared to a net loss of $34.2 million, or $2.37 per share,
for the year ended June 30, 2002.  Operating expenses for the year
ended June 30, 2003 decreased to $27.0 million, as compared to
$43.1 million in the previous year. As of June 30, 2003, the
Company reported cash and short-term investments of
$763,000 and restricted cash of $532,000.

In June 2003, Alliance sold all of its assets related to its FDA-
approved Imagent(R) product (the "Imagent Business") and
transferred certain liabilities to Photogen Technologies, Inc.
("Photogen") for approximately $1.1 million in cash and $3.5
million in Photogen common stock that was issued directly to
certain Alliance creditors.  During the next 12 months, Photogen
is obligated to pay up to an additional $3 million and deliver up
to an additional aggregate of approximately 2 million shares of
Photogen common stock to certain creditors.  In addition, through
2010, Photogen is obligated to pay Alliance further consideration
in the form of an earn out based on Imagent revenue.  If Photogen
meets its obligation in funding the cash payments, Alliance's
Short-Term Debt as recorded at June 30, 2003, will be decreased by
$12.6 million, along with reductions in Accounts Payable and
Accrued Expenses.

Alliance Pharmaceutical, whose June 30, 2003 balance sheet shows a
stockholders' equity deficit of $19,780,000, is developing a
synthetic therapeutic oxygen carrier, Oxygent(TM), (red blood cell
substitute) based on its perfluorochemical and surfactant
technologies.  Alliance's products are intended primarily for use
during acute care situations, including elective surgery where
blood transfusion is common.


AMERICAN COMMERCE: Completes Chariot Manufacturing Acquisition
--------------------------------------------------------------
American Commerce Solutions, Inc. (OTC Bulletin Board: AACS)
announced that the company completed the acquisition of Chariot
Manufacturing Company, Inc. on Saturday, October 11, 2003.

President and Chief Executive Officer Daniel L. Hefner reported
that Chariot Manufacturing Company, Inc. was acquired over the
weekend for an undisclosed amount of cash and Preferred stock.
"We are ecstatic to finally be able to say that it is officially
ours.  Although delayed on several occasions, primarily due to
scheduling conflicts, the closing was smooth and easy.  Now the
work begins!  We have great expectations for Chariot Trailers as
we seek to expand the products' market exposure and increase the
production capability of the company.  We will spend the next
several months continuing the process of upgrading the tooling,
marketing materials and the production facility.  These plans have
been in place for some time, but were put on hold pending
closing," Hefner stated.

Continuing, Hefner said, "Chariot has carved out a niche in the
trailer industry that will provide good revenue and margins.
However, we believe that there is a wider market that will cause
revenue to be more consistent and maximize profitability.  Our
analysis indicates that with more aggressive purchasing and
inventory control systems, we will be able to reduce material cost
by 6%-8% in the first year.  Additionally, we believe that we will
be able to increase the dealer network substantially in the next
twelve months. We have acquired 100% of this 29 year old company,
its trademarked logo and its stellar reputation in the national
marketplace.  This one was worth the wait."

"Details of the acquisition will be filed in an 8-K with the SEC
in the next couple of days.  Over the last six (6) years the
company has had revenues averaging $786,780.00 per annum.  Profits
have been minimized since this was a tightly held, (two
stockholders) private corporation.  We are very fortunate to have
the originator of the company and product, as well as its
marketer, remaining with the firm on a consulting basis for at
least the next three (3) months with an option for up to three
years by mutual agreement.  This will cause the transition to be
much smoother with vendors, subcontractors, dealers and customers.
Currently there is a backlog of over fifty trailer requests
waiting for follow up from individuals as well as potential new
dealerships. Follow-up began immediately upon closing," Hefner
said.

Chariot Trailers are known for their aerodynamically designed,
light-weight, easy-pull motorcycle trailers that have become a
favorite of Harley-Davidson and other high end motorcycle
enthusiasts. The product line includes both open and enclosed
trailers.  Some are so versatile as to include sleeping
accommodations, sinks and cabinets.  Testimonials tout the
security afforded expensive show bikes due to the quality of the
tie-down system employed by Chariot.

Mr. Hefner said that he knew that the stockholders have been
anxiously awaiting the news that Chariot had been acquired.  He
apologized for his forced silence during the last two weeks and
encouraged the stockholders to checkout the website at
http://www.chariot-trailer.com

                         *   *   *

As reported in the Troubled Company Reporter's January 22, 2003
edition, American Commerce has incurred substantial operating
losses since inception; however, it has recorded income from
operations of $125,753 for the nine-month period ended November
30, 2002. Current liabilities exceed current assets by
approximately $1.9 million at November 30, 2002, and the Company
has used approximately  $225,000 of cash in operations for the
nine months ended November 30, 2002.  Additionally, the Company
has been unable to meet obligations to its creditors as they have
become due.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

Management has revised its business strategy to include
expansion into other lines of business through the  acquisition
of other companies in exchange for the Company's stock.
Management negotiated new debt financing, of which, the proceeds
of $875,000 were used to settle outstanding debts at more
favorable terms, and to finance operations.  A gain of $812,014
has been recognized as a result of the forgiveness of debt.
However, there can be no assurance that the Company will be able
to raise capital, obtain debt financing,  or improve operating
results sufficiently to continue as a going concern.

American Commerce Solutions, Inc., was incorporated in Rhode
Island in 1991 under the name Jaque Dubois, Inc., and was re-
incorporated in Delaware in 1994. In July 1995, Jaque Dubois,
Inc. changed its name to J.D. American Workwear, Inc.  In
December 2000, the shareholders voted at the annual
shareholders' meeting to change the name of J.D. American
Workwear, Inc. to American Commerce Solutions, Inc.

The Company is primarily a holding company whose wholly owned
subsidiary is engaged in the machining and  fabrication of parts
used in industry, and parts sales and service for heavy
construction equipment.


AMERICAN PLUMBING: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Lead Debtor: American Plumbing & Mechanical, Inc.
             1950 Louis Henna Blvd.
             Round Rock, Texas 78664

Bankruptcy Case No.: 03-55789

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                       Case No.
        ------                                       --------
        AMPAM Atlas Plumbing, LLC                    03-55790
        AMPAM Christianson, L.P.                     03-55791
        AMPAM Colorado, Inc.                         03-55792
        AMPAM Commercial Northwest, Inc.             03-55793
        AMPAM Commercial Sherwood Mechanical, Inc.   03-55794
        AMPAM Commercial Southeast, Inc.             03-55795
        AMPAM Corporate Services, L.P.               03-55796
        AMPAM Dallas, L.P.                           03-55797
        AMPAM Holdings, LLC                          03-55798
        AMPAM Home, L.P.                             03-55799
        AMPAM J.A. Croson Company                    03-55800
        AMPAM LDI Mechanical, Inc.                   03-55801
        AMPAM Management Company, Inc.               03-55802
        AMPAM Miller Mechanical, Inc.                03-55803
        AMPAM North Carolina, Inc.                   03-55804
        AMPAM Parks Mechanical, Inc.                 03-55805
        AMPAM Partners, LLC                          03-55806
        AMPAM Power Plumbing, L.P.                   03-55807
        AMPAM RCR Companies                          03-55808
        AMPAM Riggs Plumbing, Inc.                   03-55809
        AMPAM Sacramento, Inc.                       03-55810
        AMPAM Services, Inc.                         03-55811
        Franklin Fire Sprinkler Company              03-55812
        J.A. Croson Company                          03-55813
        Teepe's River City Mechanical, Inc.          03-55814

Type of Business: American Plumbing & Mechanical, Inc. and its
                  affiliates provide plumbing, heating,
                  ventilation and air conditioning contracting
                  services to commercial industries and single
                  family and multifamily housing markets.

Chapter 11 Petition Date: October 13, 2003

Court: Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtors' Counsel: Demetra L. Liggins, Esq.
                  Winstead Sechrest & Minick P.C.
                  2400 Bank One Center
                  910 Travis Street
                  Houston, TX 77002
                  Tel: 713-650-2667
                  Fax: 713-650-2400

Total Assets: $282,456,000

Total Debts: $256,696,000

A. American Plumbing's Largest Unsecured Creditor:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Senior Subordinated         Senior Sub. Notes
Noteholders pursuant
to that Indenture,
dated May 19, 1999,
as modified thereafter


AMERICAN PLUMBING: Chap. 11 Filing Spurs S&P Rating Cut to D
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on American
Plumbing & Mechanical Inc. to 'D', following the company's
announcement that it has filed petitions under Chapter 11 of the
Bankruptcy Code. At June 30, 2003, the Round Rock, Texas-based
provider of mechanical contracting services had about $172 million
of debt outstanding on its balance sheet.

For the past few quarters, AMPAM has suffered from nominal
liquidity, including no bank borrowing capacity and very tight
financial covenants.

"The company's bank facility was to mature in March 2004, which
would have been very difficult to refinance," said Standard &
Poor's credit analyst Joel Levington.

Furthermore, operational issues at the company's commercial
construction unit and intense pricing pressures have also
significantly weakened profitability over the past couple of
years.


AMERICA WEST: Q3 Conference Call to Be Webcast on October 21
------------------------------------------------------------
America West Holdings Corporation (NYSE: AWA) will conduct a live
audio webcast of its third quarter 2003 financial results
conference call with the financial community on Tuesday, Oct. 21,
2003 at 1:00 p.m. EDT (10:00 a.m. PDT).

The webcast will be available to the public on a listen-only basis
at the company's web site, http://www.americawest.com.  An
archive of the webcast will be available on the site through Oct.
27, 2003.  Listeners to the webcast will need a current version of
Windows MediaPlayer software and at least a 28.8 kbps connection
to the Internet.

America West Holdings Corporation is an aviation and travel
services company.  Wholly owned subsidiary America West Airlines
is the nation's eighth-largest carrier serving 90 destinations in
the U.S., Canada and Mexico. The Leisure Company, also a wholly
owned subsidiary, is one of the nation's largest tour packagers.

                      *    *    *

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

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


ANC RENTAL: Court Clears Assignment of Liberty Pacts to Vanguard
----------------------------------------------------------------
On July 16, 2003, the ANC Rental Debtors notified Liberty Mutual
Insurance Company of their intent to assume and assign certain
executory contracts and unexpired leases concurrent with the sale
of their assets to Cerberus Capital Management LP.  The Debtors
want to assign the Liberty Insurance Contracts to Vanguard Car
Rental USA Inc., Cerberus' designee.  On July 30, 2003, Liberty
objected.

Consequently, the Debtors determined to assume, in their
entirety, the Liberty Insurance Policies and related agreements:

   (1) Policies relating to the provision of property insurance:

       (a) Policy MQCZ91427196-013, covering the periods from
           June 30, 2003 to June 30, 2004; and

       (b) Liberty Syndicates, Excess Property, Policy WB0301920,
           WB0301927 and WB0301923, effective June 30, 2003 to
           June 30, 2004;

   (2) Policies relating to workers compensation insurance:

       (a) WA7-C5D-002367-010;

       (b) WC7-C51-002367-020;

       (c) WA7-C5D-002367-01; and

       (d) WC7-C51-002367-021;

   (3) An Indemnification Agreement between the Debtors and
       Liberty, dated May 11, 2000;

   (4) An Agreement for Guarantee of Deductible Reimbursement
       and Premium Payment, between the Debtors and Liberty,
       dated March 24, 2000; and

   (5) The First General Amendment to Agreement for Guarantee of
       Deductible Reimbursement and Premium Payment, between the
       Debtors and Liberty, dated January 11, 2001.

Janice Mac Avoy, Esq., at Fried, Frank, Harris, Shriver &
Jacobson, in New York, relates that the representatives of the
Debtors, Cerberus and Liberty have reached an agreement in
principle setting the terms and conditions pursuant to which
Liberty will agree to the assumption and assignment of the
Agreements to Vanguard.  Liberty agrees to allow the Debtors to
assume and assign to Vanguard the Workers' Compensation Policies
and related agreements including:

   (1) the Indemnification Agreement,

   (2) the Guarantee Agreement, and

   (3) the First Amendment to Guarantee.

In return, Vanguard will perform, and be bound by, without
limitation, all economic and non-economic duties and obligations
under the Workers Compensation Policies, the Indemnification
Agreement, the Guarantee Agreement and the First Amendment to
Guarantee.  Vanguard agrees, before or at the Closing, unless
otherwise agreed to by Liberty, to execute and deliver any
documentation reasonably requested by Liberty to effect the
contemplated transactions, including, but not limited to,
appropriate name change endorsements and an amendment to the
Guarantee Agreement.

At the Closing, the Debtors will cause Travelers Surety and
Casualty Company of America to provide Liberty with competent
written proof satisfactory to Liberty that the surety bond issued
by Travelers in the face amount of $8,986,900, as required under
the Guarantee Agreement and the First Amendment to Guarantee has
been issued a name change rider in Cerberus' name, and that the
surety bond will remain in full force and effect.

At the Closing, unless otherwise agreed by Liberty, the Debtors
will cause Congress Financial Corporation to provide Liberty with
competent written proof:

   (1) that Congress has been, or will be at the Closing, fully
       reimbursed for any claims under a letter of credit
       required pursuant to the Guarantee Agreement and the First
       Amendment to Guarantee, and drawn down upon by Liberty;
       and

   (2) that Congress has no claims, direct or through assignment,
       against Liberty relating to the letter of credit.

In lieu of the Letter of Credit required under the Guarantee
Agreement and the First Amendment to Guarantee, the Debtors and
Cerberus agree that Liberty will be entitled to retain all cash
collateral currently in its control and possession, subject to
the terms and conditions of the Guarantee Agreement and the First
Amendment to Guarantee.

In connection with the assumption and assignment of the Workers
Compensation Policies, Liberty agrees to reduce its bonding
requirements under the Guarantee Agreement and the First
Amendment to Guarantee by $1,500,000 on the date on which the
Debtors and Cerberus discharge all conditions precedent to the
assignment of the Workers' Compensation Policies and the Property
Policies -- Effective Date -- unless expressly waived in writing
by Liberty.

Liberty also agrees to allow the Debtors to assume and assign to
Vanguard the Property Policies and related agreements.

In exchange, before or at the Closing, unless otherwise agreed by
Liberty, the Debtors and Cerberus will execute a writing, in a
form and substance satisfactory to Liberty, acknowledging the
truth and accuracy of certain representations concerning the
underwriting risk associated with the proposed assignment.
Cerberus will also perform, and be bound by, without limitation,
all economic and non-economic duties and obligations under the
Property Policies and related agreements.

By this motion, the Debtors seek the Court's authority, pursuant
to Sections 105 (a) and 365(a) of the Bankruptcy Code, to assume
and assign the Liberty Agreements to Vanguard.  The assumption
and assignment of the Liberty Agreements is conditioned on the
closing of the Cerberus Sale.

The Debtors have determined at this time that the assumption and
assignment of the Liberty Agreements to Vanguard is appropriate.
The insurance policies provide insurance coverage that is vital
to the continued operation of their businesses.  Ms. Avoy assures
the Court that nothing will adversely affect, limit, or diminish
in any manner any rights of, or protections granted to, Liberty
under prior Court orders.

                        Congress Responds

While it supports the sale of the Debtors' assets to Vanguard,
Congress Financial Corporation objects to the proposed assignment
of all Liberty Contracts to the extent that the Debtors' request:

   (1) creates or can be construed to create any obligation,
       liability or responsibility on its part to comply with
       or perform in any respect the requirements stipulated in
       the Debtors' arrangement with Liberty.  Congress denies
       any obligation to perform or comply with the Requirements;
       and

   (2) seeks Court approval of a condition to the assumption and
       assignment of the Liberty Agreements that the Debtors
       simply cannot satisfy given Congress' objection to the
       Requirements.

Marc T. Foster, Esq., at Richards Layton & Finger, P.A., in
Wilmington, Delaware, argues that the relative rights, liens,
interests, claims and priorities of Congress and Liberty vis a
vis the Debtors and the assets and properties of the Debtors'
estates are subject to extensively negotiated prepetition
agreements and certain postpetition consent orders and other
Court-approved documents.  Nothing contained in any of the
agreements, documents or orders obligates Congress to provide
Liberty with the information specified under the Requirements.

Congress is the administrative agent for itself and certain other
financial institutions or entities under an Amended and Restated
Credit Agreement dated June 30, 2000 with the Debtors.

Congress is unwilling to consent to providing Liberty with the
"competent written proof satisfactory to Liberty".

"If the Court is inclined to grant the Motion, and if Liberty is
unwilling to waive or alter the Congress Requirements in a
fashion that Congress deems acceptable in its sole discretion,
then the Debtors are destined to breach the terms of the
Assignment Term Sheet," Mr. Foster says.

"While Congress is hopeful that it can reach a resolution with
Liberty and the Debtors concerning the form and manner in which
Congress can confirm that all obligations owing by Debtors to
Congress have been indefeasibly paid and satisfied in full at
Closing on terms and conditions acceptable to Congress, Congress
objects to the request to the extent that it imposes on the
Debtors a condition that is virtually incapable of being
satisfied.  Placing the Debtors in this no win situation is not a
prudent exercise of the Debtors' business judgment," Mr. Foster
says.

                          *    *    *

Judge Walrath grants the Debtors' request in all respects.  Judge
Walrath authorizes the Debtors, unless otherwise agreed by
Liberty, to cause Congress to provide Liberty with the
Requirements. (ANC Rental Bankruptcy News, Issue No. 40;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ANKER COAL: Emerges From Chapter 11 Bankruptcy
----------------------------------------------
Anker Coal Group, Inc. announced that it has emerged from Chapter
11 bankruptcy on October 10, 2003. In accordance with the
Company's Plan of Reorganization, the Company finalized its exit
financing facility with Wells Fargo Foothill, Inc. George R.
Desko, President of the Company, stated "we are very pleased Anker
was able to exit bankruptcy in such a short time period. We are
excited to continue our working relationship with Foothill." The
exit facility will enable Anker to implement its business plan and
work toward improving its financial performance.

Through the cooperative support of Anker's employees, vendors and
customers Anker will continue to be a key supplier of coal to a
number of electric utilities and independent power plants. With
operations primarily in West Virginia and facilities in Maryland
and Pennsylvania, Anker services the mid-Atlantic region.


APPLIED EXTRUSION: S&P Cuts $275M Sr. Unsec. Debt Rating to B-
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its senior unsecured
rating on New Castle, Delaware-based Applied Extrusion
Technologies Inc.'s $275 million 10.75% notes due 2011 to 'B-'
from 'B'. At the same time, Standard & Poor's affirmed its 'B'
corporate credit rating on Applied Extrusion.

The outlook is negative. Applied Extrusion has total debt
outstanding of approximately $340 million.

"The ratings reflect Applied Extrusion's very aggressive debt
leverage, weak liquidity position, and negative cash flows, which
more than outweigh its position as the largest oriented
polypropylene films producer in North America. With annual
revenues of about $250 million, the company holds an estimated 25%
share of the OPP market," said Standard & Poor's credit analyst
Paul Blake.

The rating action follows Applied Extrusion's completion of a $100
million, five-year secured credit facility with GE Commercial
Finance. The facility consists of a $50 million revolving facility
and a $50 million term loan. Proceeds were used to repurchase
equipment leases, retire industrial revenue bonds, and pay down
the existing revolving credit facilities. The lower rating
reflects the firm's increased use of secured debt financing, which
will diminish the unsecured note holders' recovery prospects in a
default scenario.

The OPP market is highly competitive and subject to swings in raw
material prices, namely polypropylene resins. Applied Extrusion
benefits from its position as a low-cost supplier to converters
(packaging companies that print and laminate films for further
sale to end users) and end users of OPP film. Although end markets
usually include relatively recession-resistant applications such
as labels for beverage bottles and containers, and food packaging,
the major consumer products companies have recently experienced
reduced volumes. The company's narrow product mix is also a
revenue-limiting factor. Customer concentration is high with the
largest converter customer accounting for about 16% of revenues.


ATLANTIC COAST: Board Still to Meet and Decide on Mesa Offer
------------------------------------------------------------
Atlantic Coast Airlines Holdings, Inc. ("ACA") (Nasdaq: ACAI),
advised its stockholders to take no action at this time in
response to Mesa Air Group, Inc.'s (Nasdaq: MESA) announcement
that it intends to commence an unsolicited exchange offer for all
the outstanding shares of ACA and a consent solicitation to ACA's
stockholders.  ACA's Board of Directors, consistent with its
fiduciary duties and in consultation with its financial advisor
and legal counsel, will meet in due course to review and discuss
Mesa's exchange offer and thereafter will advise stockholders of
its position regarding the offer.

ACA currently operates as United Express and Delta Connection in
the Eastern and Midwestern United States as well as Canada.  The
company also operates charter flights as ACA Private Shuttle.  ACA
has a fleet of 146 aircraft-including 118 jets-and offers over 830
daily departures, serving 84 destinations.

On July 28, 2003, ACA announced it anticipates that its
longstanding relationship with United Airlines will end, and that
it will establish a new, independent low-fare airline to be based
at Washington Dulles International Airport.

Atlantic Coast Airlines employs over 4,800 aviation professionals.
The common stock of Atlantic Coast Airlines Holdings, Inc. is
traded on the Nasdaq National Market under the symbol ACAI.  For
more information about ACA, visit http://www.atlanticcoast.com.

                          *  *  *

As reported in the Troubled Company Reporter's October 8, 2003
edition, Standard & Poor's Ratings Services placed its ratings on
Atlantic Coast Airlines Holdings Inc., including the 'B-'
corporate credit rating, on CreditWatch with developing
implications. The rating action follows the announcement by Mesa
Air Group Inc., another regional airline holding company, of an
unsolicited, all-stock offer to buy Atlantic Coast Airlines
Holdings.


AURORA FOODS: Effecting Pinnacle Merger Under Bankruptcy
--------------------------------------------------------
Aurora Foods Inc. (OTC Bulletin Board: AURF), a producer and
marketer of leading food brands, announced that it has revised its
previously announced financial restructuring and entered into a
Letter of Intent with J.P. Morgan Partners LLC (JPMP), J.W. Childs
Equity Partners III, L.P. (JWC), an informal committee of
bondholders representing approximately 50% of the Company's
outstanding senior subordinated notes and C. Dean Metropoulos and
Co. (CDM) pursuant to which Aurora's previous agreement with JWC
will be amended to provide for a comprehensive restructuring
transaction in which Aurora will be combined with Pinnacle Foods
Corporation.

Upon the completion of the combination, C. Dean Metropoulos, CEO
of Pinnacle Foods Corporation, will serve as Chairman and CEO of
the Pinnacle/Aurora business.

Aurora also announced that the revised restructuring transaction
has received the support of its senior lenders.

On August 8, 2003, JPMP and CDM entered into an agreement to
purchase Pinnacle from Hicks, Muse, Tate & Furst Inc. JPMP and CDM
have subsequently agreed to permit JWC to invest in the entity
that will acquire Pinnacle.

Under the terms of the Letter of Intent, the transactions will
include the following elements:

-- Aurora's senior lenders will be paid in full in cash in respect
of principal and interest under the Company's existing credit
facility and will receive $15 million in cash in respect of
certain leverage and asset sale fees under the credit facility,
provided the credit facility is paid in full by March 31, 2004.

-- Holders of Aurora's 12% senior unsecured notes due 2005 will be
paid in full in cash, in respect of principal and interest, but
will not receive $1.9 million of original issue discount.

-- Holders of Aurora's outstanding 8.75% and 9.875% senior
subordinated notes due 2008 and 2007, respectively, will receive
an aggregate of approximately 41.9% of the combined company's
common stock, subject to adjustment. Bondholders will have the
right to elect to receive cash in lieu of common stock.

-- Existing common and preferred stockholders will not receive any
distributions and the existing common and preferred shares will be
cancelled.

-- Subject to adjustment, JPMP and JWC will contribute $83.75
million and CDM will be deemed to contribute $1.25 million to the
Company, together with the equity in Pinnacle, in exchange for
approximately 49.3% and 8.8%, respectively, of the combined
company's common stock.

-- The transactions will be effected through a prearranged
bankruptcy reorganization case.

-- As previously announced, all trade creditors will be paid in
full.

The transaction is subject to a number of conditions, including
consummation of the acquisition of Pinnacle by the investment
entity to be owned by JPMP, JWC and CDM, completion of due
diligence, negotiation and execution of definitive agreements,
receipt of financing, bankruptcy court approvals, and regulatory
approvals. No assurance can be given that definitive agreements
will be reached, the conditions to closing the transactions will
be satisfied, or that the transactions ultimately will be
consummated.

"The revised transaction represents a major step forward in
Aurora's restructuring efforts," said Dale F. Morrison, Aurora's
Chairman and interim Chief Executive Officer. "It achieves our
objectives of significantly reducing balance sheet leverage,
enabling the Company to attain meaningful cost reductions and
maximizing value for stakeholders. The combined company will be
financially strong and well positioned for future growth."

"I am extremely excited at the challenge and opportunity of
combining two currently independent packaged food businesses in
Pinnacle and Aurora," said C. Dean Metropoulos, CEO of Pinnacle
Foods Corporation. "Each brings with it a strong set of brands and
personnel that together will be combined to create a solid
platform for growth."

Mr. Metropoulos has over 15 years of entrepreneurial food industry
experience having founded and run Stella Foods, Inc., one of the
largest producers of specialty cheeses in the U.S., and
subsequently successfully acquired and sold The Morningstar Group,
International Home Foods, Ghirardelli Chocolates, Bumble Bee Tuna,
Mumm and Perrier Jouet Champagnes, Hillsdown Holdings, and, most
recently, Pinnacle Foods Corporation. Also upon closing of the
transaction Mr. Morrison, who had been serving as interim Chief
Executive Officer of Aurora, will return to his role as an
operating partner of Fenway Partners, a New York-based private
equity firm.

On October 13, 2003, in connection with the execution of the
Letter of Intent, Aurora entered into an Amendment and Forbearance
with its existing bank lenders that, among other things, provided
for (i) a reduction in the leverage and asset sale fees under
Aurora's existing credit facility to an aggregate of $15 million
in the event that certain conditions are satisfied, including the
payment in full of Aurora's obligations under its existing credit
facility by March 31, 2004, (ii) an increase in the leverage and
asset sale fees under the credit facility to 5.25% of the
aggregate amount outstanding in the event that the credit facility
is not paid in full by March 31, 2004, and (iii) the forbearance
by the existing bank lenders from exercising remedies under the
existing credit facility arising from Aurora's failure to make
interest payments on its senior subordinated notes or failure to
make principal payments under its existing credit facility.

                  About Aurora Foods Inc.

Aurora Foods Inc., 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


BALDWIN CANE: Section 341(a) Meeting to Convene on November 4
-------------------------------------------------------------
The United States Trustee will convene a meeting of Baldwin cane
and Equipment Corp.'s creditors on November 4, 2003, 12:30 p.m.,
at Room 1190, US Trustee Office, Thomas P. O'Neill Federal
Building, 10 Causeway Street, Boston, Massachusetts 02222. 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 Wilmington, Massachusetts, Baldwin Crane and
Equipment Corp., a crane-operating business, filed for chapter 11
protection on October 3, 2003 (Bankr. Mass. Case No. 03-18303).
Nina M. Parker, Esq., at Parker & Associates represents the Debtor
in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed estimated debts and
assets of over $10 million each.


BEAR STEARNS: Fitch Takes Rating Actions on 2003-TOP12 Notes
------------------------------------------------------------
Bear Stearns Commercial Mortgage Securities Inc., series 2003-
TOP12, commercial mortgage pass-through certificates are rated by
Fitch Ratings as follows:

        -- $198,000,000 class A-1 'AAA';
        -- $150,600,000 class A-2 'AAA';
        -- $185,900,000 class A-3 'AAA';
        -- $487,288,000 class A-4 'AAA';
        -- $1,161,122,793 class X-1* 'AAA';
        -- $1,097,720,000 class X-2* 'AAA';
        -- $30,479,000 class B 'AA';
        -- $31,931,000 class C 'A';
        -- $13,063,000 class D 'A-';
        -- $14,514,000 class E 'BBB+';
        -- $7,257,000 class F 'BBB';
        -- $7,257,000 class G 'BBB-';
        -- $5,805,000 class H 'BB+';
        -- $5,806,000 class J 'BB';
        -- $2,903,000 class K 'BB-';
        -- $2,902,000 class L 'B+';
        -- $2,903,000 class M 'B';
        -- $2,903,000 class N 'B-';
        -- $11,611,793 class O 'NR'.

               * Interest-Only

Classes A-1, A-2, A-3, A-4, B, C, and D are offered publicly,
while classes X-1, X-2, E, F, G, H, J, K, L, M, N and O are
privately placed pursuant to rule 144A of the Securities Act of
1933. The certificates represent beneficial ownership interest in
the trust, primary assets of which are 152 fixed-rate loans having
an aggregate principal balance of approximately $1,161,122,793, as
of the cutoff date.


BE INC: Performance Capital Discloses 10.42% Equity Stake
---------------------------------------------------------
Performance Capital Group, LLC, beneficially owns 4,005,723 shares
of the common stock of BE Incorporated, with sole voting and
dispositive powers.  Performance Capital Group, LLC, is a broker,
or dealer, registered under Section 15 of the Exchange Act.  The
holding, 4,005,723 shares, represents 10.42% of the outstanding
common stock of BE Inc.

Be Inc., was founded in 1990 and prior to the cessation of its
business operations offered software  solutions designed for
Internet appliances and digital media applications.  On August
16, 2001, it entered into an asset purchase agreement with Palm,
Inc., to sell substantially all of its intellectual property and
other technology assets.  This transaction was approved by its
stockholders on November 12, 2001 and was completed on November
13, 2001.  On March 15, 2002, the Company filed a Certificate of
Dissolution with the Secretary of State of Delaware pursuant to
Section 275 of the Delaware General Corporation Law, closed its
transfer books and voluntarily delisted its common stock from
the Nasdaq National Market System.

               Liquidity and Capital Resources

Since inception, Be traditionally financed operations primarily
through the sale of equity securities and through borrowing
arrangements. Cash and cash equivalents and short-term
investments decreased approximately $600,000 to $4.8 million at
March 15, 2002 from $5.4  million at December 31, 2001.  This
decrease is primarily attributable to the amounts used to fund
the winding down of the Company's operations.

Since November 2001, Be has been winding down business
operations and has substantially reduced its working capital
requirements. Its working capital requirements are now minimal
and the Company  believes that existing cash and cash
equivalents will be sufficient to meet the remaining operating
and capital requirements for at least the next twelve months or
until a final liquidation occurs. The Company has stated that,
as part of the winding down process, it intends to distribute
part of its remaining cash to its shareholders as soon as
practicable under Delaware law and dissolution procedures.
After that time,  Be intends to retain only a nominal amount of
cash to complete the winding down process.


BOOTS & COOTS: Pollock to Lead Newly Formed Canadian Unit
---------------------------------------------------------
Boots & Coots International Well Control, Inc. (Amex: WEL)
announced the incorporation of Boots & Coots Canada Ltd,
headquartered in Calgary, Alberta.  This initiative demonstrates
Boots and Coots' commitment to the Canadian oil and gas industry
by providing efficient access to the industry leader in well
control, prevention and engineering services.

This move supports WELLSURE(R) Canada, which was introduced
earlier this year to the Canadian market.  WELLSURE(R) Canada
combines Boots & Coots risk management, prevention and response
services with control of well insurance underwritten by Lloyd's of
London and managed by Global Special Risks, a managing general
agent.

In addition, Boots & Coots is pleased to announce that Bob
Pollock, P.E. will be joining the company in Calgary and lead
business development for the Canadian operation.  Mr. Pollock
brings more than 40 years of international oil and gas service
industry experience and was President of Halliburton Services
(Canada) from 1982 to 1989.

Rick Burns, Vice President of Global Special Risks, Inc., said,
"We are extremely excited about introducing WELLSURE(R) to our
Canadian clients.  The program delivers solutions that bring true
value to the exploration and production community."

Jerry Winchester, Chief Executive Officer of Boots & Coots, said,
"We are pleased to be expanding our service capabilities into the
Canadian market. WELLSURE(R) Canada represents the achievement of
significant milestones in both the continued growth of our
prevention segment and the expansion of our response
capabilities."

                   About Boots & Coots

Boots & Coots International Well Control, Inc., Houston, Texas, is
a global emergency response company that specializes, through its
Well Control unit, as an integrated, full-service, emergency-
response company with the in- house ability to provide its
expanded full-service prevention and response capabilities to the
global needs of the oil and gas and petrochemical industries,
including, but not limited to, oil and gas well blowouts and well
fires as well as providing a complete menu of non-critical well
control services.  Additionally, Boots & Coots WELLSURE(R) program
offers oil and gas exploration and production companies, through
retail insurance brokers, a combination of traditional well
control and blowout insurance with post-event response as well as
preventative services.

                        *     *     *

As reported in Troubled Company Reporter's July 4, 2003 edition,
Boots & Coots International concluded negotiations with Prudential
Insurance Company of America to restructure its obligations that
will cure its current loan defaults. As previously disclosed, the
Company has been in default under its subordinated note agreement
with Prudential since March 31, 2002.

As part of the agreement, Boots & Coots agreed to issue
approximately $2.4 million of new subordinated notes to Prudential
representing past due interest, with the option through December
31, 2003, to pay in kind the interest on the subordinated notes
accruing through that period. The Company further agreed to
accelerate the optional conversion date for approximately 33% of
the Company's outstanding Series E Preferred Stock, all of which
are held by Prudential, to January 1, 2004, from the original
optional conversion date of December 27, 2005.

In exchange, Prudential agreed to waive the Company's past
covenant defaults that required it to maintain certain debt to
earnings ratios, and to waive compliance with all such covenants
through December 31, 2003. Prudential also agreed to defer the
requirement that the Company pay cash dividends on its Series E
and G preferred stock until March 31, 2004.

As a result of this debt restructuring initiative, the Company is
now current in its debt obligations to Prudential and is in full
compliance with all loan covenants related to Prudential.


CABLE SATISFACTION: Junks CDP Pact & Supports Catalyst Group Plan
-----------------------------------------------------------------
Cable Satisfaction International Inc. (TSX: CSQ.A) announced that
it has terminated its agreement with Capital Communications CDPQ
Inc. Csii has also completed negotiations with Catalyst Fund
Limited Partnership I, the holder of approximately 34% of its
US$155 million Senior Notes, in connection with the terms of an
alternate Plan.

Under the terms of the Csii/CDP agreement, either party was
entitled to terminate its obligations if it determined that
specific conditions were not likely to be satisfied on or before
October 31, 2003, with neither party having liability to the
other.

Under the new Plan, which will be filed in Quebec Superior Court
by October 20, 2003, (euro)45 million (approximately CA $69
million) of new common equity will be injected into Csii upon the
effective date of the Catalyst Restructuring Plan, including a
minimum investment of (euro)27 million by Catalyst and any co-
investors designated by Catalyst. The balance will be raised by
providing holders of its outstanding US$155 million Senior Notes
and other affected creditors rights to subscribe for up to
(euro)18 million in new equity. Catalyst has agreed to subscribe
for any equity not subscribed for by the noteholders and other
affected creditors under the (euro)18 million rights offering (the
"Backstop Commitment").

The ownership structure of Csii following implementation of the
Catalyst Restructuring Plan will be as follows (before the
exercise of any warrants or stock options):

    -    70% of the equity of the recapitalized Csii, represented
         by the (euro)45 million investment;

    -    28% of the equity owned by noteholders and other affected
         creditors in exchange for the complete equitization of
         the Senior Notes and other affected claims;

    -    subject to reduction in certain circumstances, 2% of the
         equity owned by Csii's shareholders in exchange for the
         shares held by them, plus 3-year warrants to subscribe
         for 2% of Csii's common equity on a fully-diluted basis,
         1% of which will be at an exercise price of 120%, and the
         other 1% at 130%, of the price at which Catalyst's
         investment will be made.

Assuming a successful closing, the recapitalized Csii would have
bank debt of approximately (euro)141 million on a consolidated
basis and no Senior Notes.

Catalyst has committed to provide a senior ranking interim
liquidity facility of approximately (euro)10 million to the
Company's Portuguese subsidiary to maintain operations in Portugal
while the process relating to the proposed recapitalization and
restructuring is carried out. Failure to obtain such liquidity
line would have a negative impact on the Company's operations in
Portugal and on its recapitalization and restructuring efforts.
The CDP interim liquidity facility would in effect be replaced by
such facility.

During this continuing process, Csii and its Portuguese subsidiary
will continue to provide service to customers under usual
conditions.

Catalyst may terminate its obligations, without any liability to
Csii, if, among other things, it determines acting reasonably that
the Catalyst Restructuring Plan is not likely to be sanctioned by
the Court on or before January 23, 2004, or any of the conditions
to the Catalyst Restructuring Plan is not likely to be satisfied
on or before February 23, 2004.

Csii is also entitled to terminate its obligations under the
Catalyst Restructuring Plan in order to enter into a definitive
written agreement with respect to a Superior Proposal provided
that in the event that Csii so terminates its obligations, or in
the event the Superior Court of the Province of Quebec approves
and sanctions recapitalization transactions in respect of Csii
other than the Catalyst Restructuring Plan, Csii and its
Portuguese subsidiary Cabovisao - Televisao por Cabo, S.A. will be
jointly and severally liable to pay to Catalyst, at the time such
definitive agreement is entered into or within two business days
following Court approval and sanctioning of such other
recapitalization transactions, as the case may be, a fee in the
amount of (euro)2.55 million in immediately available funds and to
reimburse Catalyst for all legitimate out-of-pocket fees and
expenses incurred by it or on its behalf in connection with the
recapitalization of Csii. The expression "Superior Proposal" means
any bona fide written proposal by a third party to enter into
transactions in connection with the recapitalization of Csii that
the board of directors of Csii has determined, acting in good
faith and upon the advice of its legal and financial advisors,
would, if consummated in accordance with its terms, increase the
value of the estate of Csii by not less than (euro)3.55 million
(if the Break Fee is to be paid by Csii or Cabovisao to Catalyst)
or (euro)1 million (if the Break Fee is to be paid to Catalyst by
the third party making the Superior Proposal), as applicable, more
than the transactions contemplated by the Catalyst Restructuring
Plan.

The Plan also provides for certain other matters including the
payment of certain fees to Catalyst and operating arrangements to
apply while the Company is operating under the Companies'
Creditors Arrangement Act, as well as governance arrangements
after the Plan's consummation.

The Catalyst commitment is subject to certain conditions,
including the negotiation of definitive documentation satisfactory
to the parties, equitization of all of the outstanding Senior
Notes, obtaining all necessary consents and approvals (including
creditor approval pursuant to a court-supervised process) and the
renegotiation of banking and trade creditor arrangements. There
can be no assurance that the Plan proposed by Catalyst will be
successfully completed or completed on the terms described above.

Finally, the Company has requested from the Quebec Superior Court
that the CCAA stay applicable to it be further extended and will
announce any developments in that connection in due course.


CEDARA SOFTWARE: Inks Distribution Pact with Shanghai Medical
-------------------------------------------------------------
Cedara Software Corp. (TSX:CDE/OTCBB:CDSWF), a leading independent
developer of medical software technologies for the global
healthcare market, announced a distribution agreement with
Shanghai Medical Equipment Works (SMEW), one of the largest
medical equipment companies in China. This agreement allows Cedara
to broaden distribution of its popular I-Acquire/DR(TM)
acquisition console software, I- SoftView(TM) diagnostic review
workstation, and I-Store(TM) image and distribution archive into
SMEW's network of more than 5,000 hospitals.

Cedara's I-Acquire universal X-ray acquisition console application
offers the easiest and fastest way for OEMs (Original Equipment
Manufacturers) and system integrators to interface with multiple
X-ray related acquisition devices. I-Acquire can quickly be
integrated with digital flat panel detectors, DR (Digital
Radiography) and CR (Computed Radiography) scanners/readers for
general purpose multi-modality viewing. By unifying multiple
modalities under a single intuitive console application, Cedara I-
Acquire lowers operator learning curve and enables OEMs and system
integrators to create competitive DR systems with powerful
workflow and image processing capabilities. The product's ready-
to-integrate approach significantly reduces manufacturers' time to
market and cost of productization.

The Cedara I-SoftView diagnostic review workstation, and Cedara I-
Store image distribution and archive analyze, store and distribute
medical images and allow clients to offer a robust, flexible, and
fully-scalable image management solution in a low maintenance
environment.

"In order to accelerate our transition from a traditional X-ray
equipment vendor to a digital solutions provider, Shanghai Medical
Equipment Works evaluated solutions from several local vendors but
ultimately chose Cedara for its rich portfolio of solutions for
Radiology practices," said Mr. Chen Yao Kang, Director for
Shanghai Medical Equipment Works. "SMEW was very attracted to
Cedara solutions for their scalability and ability to meet the
needs of small, medium, and large hospital enterprises."

"Partnering with Shanghai Medical Equipment Works who has one
third market share in X-Rays in China is a huge step forward in
our strategy to increase coverage and reach more users in the
Chinese marketplace," said Abe Schwartz, Cedara's President and
Chief Executive Officer. "Our relationship with SMEW will ensure
broad distribution of our products and enable customers to easily
purchase solutions from the supplier of their choice."

             About Shanghai Medical Equipment Works:

Established in 1946, Shanghai Medical Equipment Works (SMEW) is
one of the largest medical equipment enterprises in China.
Registered under the trade mark "SANYE", X-rays are our main
product line. Our systems are used by some of the worlds leading
medical equipment companies, such as Siemens, GMM, Villa, Edison
and Thales. SMEW has reassembled X-ray units of 800mA, 150kV for
Toshiba Japan since the 1980's and also founded Shanghai Siemens
Medical Equipment Co. Ltd. to produce Artificial Kidneys in 1993
in cooperation with Siemens.

SMEW has developed many special and small sized of X-ray units,
including the XK10 Dental X-ray unit, PX-100CK mobile X-ray unit,
XC species mobile C-arm unit, and XG5/125 remote controlled
Fluoscopy X-ray unit. We develop not only single table-single tube
X-ray units, and double table double tube X-ray units, but also
over tube remote controlled X-ray units. SMEW is an ISO9001
Quality system and 3C Attestation company.

Cedara Software Corp., whose June 30, 2003, balance sheet shows a
working capital deficit of about CDN$12 million while net capital
deficit tops CDN$1.8 million, is a leading independent provider of
medical technologies for many of the world's leading medical
device and healthcare information technology companies. Cedara's
software is deployed in hospitals and clinics worldwide -
approximately 20,000 medical imaging systems and 4,600 Picture
Archiving and Communications System workstations have been
licensed to date. Cedara is enabling the future of the healthcare
industry with new innovative approaches to workflow, data and
image management, integration, the web, software components and
professional services. The company's medical imaging solutions are
used in all aspects of clinical workflow including the capture of
patient digital images; the sharing and archiving of images;
sophisticated tools to analyze and manipulate images; and even the
use of imaging in surgery. Cedara is unique in that it has
expertise and technologies that span all the major digital imaging
modalities including angiography, computed tomography, echo-
cardiology, digital X-ray, fluoroscopy, mammography, magnetic
resonance imaging, nuclear medicine, positron emission tomography
and ultrasound.


CENTRAL EUROPEAN MEDIA: Commences Two-for-One Stock Split
---------------------------------------------------------
Central European Media Enterprises Ltd. (CME) (Nasdaq: CETV)
announced that it will split its stock two for one by way of the
issue of one bonus share in respect of each share of Class A or
Class B Common Stock.  The additional share will be distributed on
or about November 4, 2003, to holders of record of the company's
common stock on October 27, 2003.

Commenting on the stock split, Fred T. Klinkhammer, Vice-Chairman
and Chief Executive Officer of CME, said, "This split marks the
recent growth in our stock price following the end of our Czech
litigation, the retirement of all corporate debt and our excellent
station performance. This move should permit CME shares to be more
broadly held and improve liquidity for all shareholders."

Central European Media Enterprises Ltd., with a total
shareholders' equity deficit of about $96 million as of
December 31, 2002, is a TV broadcasting company with leading
stations in four countries reaching an aggregate of approximately
71 million people.  The Company's television stations are located
in Romania (PRO TV, Acasa), Slovenia (POP TV, Kanal A), Slovakia
(Markiza TV) and Ukraine (Studio 1+1). CME is traded on the NASDAQ
under the ticker symbol "CETV". For additional information on CME
visit http://www.cetv-net.com


CHANNEL MASTER: Looks to FTI Consulting for Financial Advice
------------------------------------------------------------
Channel Master Holdings, Inc., and its debtor-affiliates are
asking permission from the U.S. Bankruptcy Court for the District
of Delaware to employ and retain FTI Consulting, Inc., as
Financial Advisors.

The Debtors tell the Court that they are familiar with the
professional standing and reputation of FTI. The Debtors
understand that FTI has a wealth of experience in providing
financial advisory services in restructuring and reorganizations
and enjoys an excellent reputation for services it has rendered in
large and complex chapter 11 cases on behalf of debtors and
creditors throughout the United States.

David B. Stratton, Esq., at Peeper Hamilton LLP asserts that it is
necessary for the Debtors to employ FTI to:

     a. evaluate strategic alternatives currently available to
        the Debtors;

     b. assist the Debtors in finalizing cash flow projections
        required for DIP financing;

     c. assist in negotiations with lenders as requested;

     d. assist Debtors in reviewing and finalizing potential
        liquidation alternatives and analysis;

     e. advise and assist management in organizing the Debtors'
        resources and activities to effectively and efficiently
        plan, coordinate and manage any chapter 11 process and
        communicate with customers, lenders, suppliers,
        employees, shareholders and other parties in interest;

     f. if requested, advise as to the formulation of a
        retention incentive program for key employees;

     f. assist the Debtors in preparing their Schedule of Assets
        and Liabilities and Statement of Financial Affairs;

     g. assist the Debtors in interfacing with their statutory
        committee;

     h. assist the Debtors in the implementation of any asset
        sales or other extraordinary transactions; and

     i. other matters as may be mutually agreed upon.

Christopher J. Kearns asserts that FTI is a "disinterested person"
as that term is defined in the Bankruptcy Code.  The current
hourly rates for FTI professionals are:

          Senior Managing Directors      $500 - $595
          Directors/Managing Directors   $350 - $440
          Consultants                    $165 - $325
          Support Staff                  $75 - $150

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


CHESAPEAKE CROSSING: Look for Schedules & Statements on Oct. 28
---------------------------------------------------------------
As previously reported in the Troubled Company Reporter's October
14, 2003 issue, the United States Trustee will convene a Section
341(a) Meeting for Chesapeake Crossing Associates, LLC's Creditors
on November 3, 2003.

The Debtor now asks the U.S. Bankruptcy Court for the Eastern
District of Virginia to extend the time within which it must file
its required Schedules of Assets and Liabilities and Statement of
Financial Affairs through October 28, 2003.

Karen M. Crowley, Esq., at Marcus, Santoro & Kozak, P.C., says
there's no reason why the Debtor's schedules filing deadline
cannot be extended as requested.

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.


COLUMBUS MCKINNON: Will Announce Q2 2004 Results on October 21
--------------------------------------------------------------
Columbus McKinnon Corporation (Nasdaq: CMCO), announced that it
will issue its earnings release for the fiscal 2004 second quarter
on Tuesday, October 21, 2003 before the market opens.

Additionally, a teleconference/webcast has been scheduled for
October 21, 2003 at 10:00 AM Eastern Time at which the management
of Columbus McKinnon will discuss the company's financial results
and strategy.  The webcast will be accessible at Columbus
McKinnon's web site: http://www.cmworks.com.It will also be
broadcast over First Call Events, a service of the Thomson
Financial Network at:
http://www.firstcallevents.com/service/ajwz390914387gf12.html

You must have Windows Media Player or RealPlayer's audio software
on your computer to listen to the call.  Both are available for
downloading at the Columbus McKinnon web site and the First Call
Events web site at no charge.

An audio recording of the call will be available two hours after
its completion and until December 19, 2003 by dialing 1-800-925-
0870. Alternatively, you may access an archive of the call until
December 19, 2003 on Columbus McKinnon's web site at:
http://www.cmworks.com/webcast/archive.asp.The call will also be
archived on the First Call Events web site until December 19, 2003
at: http://www.firstcallevents.com/service/ajwz390914387gf12.html

Columbus McKinnon is a leading designer and manufacturer of
material handling products, systems and services which efficiently
and ergonomically move, lift, position or secure material. Key
products include hoists, cranes, chain and forged attachments. The
Company is focused on commercial and industrial applications that
require the safety and quality provided by its superior design and
engineering know-how.  Comprehensive information on Columbus
McKinnon is available on its web site at http://www.cmworks.com.

As previously reported, Standard & Poor's Ratings Services
assigned its 'B-' rating to Columbus McKinnon Corp.'s $100 million
senior secured note offering due 2010.

At the same time Standard & Poor's affirmed its 'B' corporate
credit and 'CCC+' subordinated debt ratings on the company. The
outlook remains negative.

At the March 31, 2003 fiscal year-end, Amherst, N.Y.-based
Columbus McKinnon had approximately $323 million of debt
outstanding. The company holds leading (No. 1 or No. 2) niche
market positions within the material handling, lifting, and
positioning products industry.


COMM 2000-C1: Fitch Affirms Ratings on Series 2000-C1 Notes
-----------------------------------------------------------
COMM's commercial mortgage pass-through certificates, series 2000-
C1, are affirmed by Fitch Ratings as follows:

        -- $116.8 million class A-1 'AAA';
        -- $542.9 million class A-2 'AAA';
        -- Interest-only class X 'AAA';
        -- $38.2 million class B 'AA';
        -- $39.3 million class C 'A';
        -- $13.5 million class D 'A-';
        -- $25.8 million class E 'BBB';
        -- $11.2 million class F 'BBB-';
        -- $26.9 million class G 'BB';
        -- $6.7 million class H 'BB-';
        -- $6.7 million class J 'B+';
        -- $10.1 million class K 'B';
        -- $7.9 million class L 'B-';
        -- $6.7 million class M 'CCC';
        -- $4.5 million class N 'CCC'.

Fitch does not rate the $6.8 million class O certificates.

The affirmations reflect consistent loan performance and minimal
reduction of the pool collateral balance since issuance.

ORIX Real Estate Capital Markets, LLC, the master servicer,
collected year-end 2002 financials for 80% of the pool balance.
For those loans the weighted average debt service coverage ratio
is 1.33x, versus 1.36x at issuance.

Currently, there are five loans (5.3%) in special servicing. The
largest loan in special servicing is the Radisson Mart Plaza Hotel
(3.6%) in Miami, Florida. The loan transferred to special
servicing February 2002 for missing a payment. The loan is current
and the special servicer is evaluating workout options.

Fitch reviewed the credit assessments of the Crowne Plaza hotel
(10%) and the Crystal Park One (4.7%) loans. The DSCR for each
loan is calculated using borrower provided net operating income
less required reserves and a stressed debt service constant. The
Crowne Plaza remains below investment grade, while the Crystal
Park loan maintains an investment grade credit assessment.

The Crowne Plaza loan is the largest loan in the pool. It is
secured by a 46 story, 770-room hotel located in the Times Square
area of Manhattan. The trailing twelve month (TTM) June 30, 2003
DSCR is 0.96x, compared to a TTM Sept. 30, 2002 DSCR of 0.76x and
1.73x at issuance.

The Crystal Park loan is secured by an 11-story office building in
Arlington, VA. The TTM March 31, 2003 DSCR is 1.94x, compared to
2.01x at YE 2001 and 1.95x at issuance.

Fitch will continue to monitor this transaction, as surveillance
is ongoing.


COMM 2000-FL2: Fitch Affirms Low-B Ratings on Six Note Classes
--------------------------------------------------------------
COMM 2000-FL2's commercial mortgage pass-through certificates are
upgraded by Fitch Ratings as follows:

        -- $36 million class B to 'AAA' from 'AA';
        -- $43.9 million class C to 'AA' from 'A'.

Fitch also affirms the following classes:

        -- $205 million class A 'AAA';
        -- Interest-only $388.1 million class X 'AAA';
        -- $35.6 million class D 'BBB+';
        -- $1 million class G-WH 'B+';
        -- $1.4 million class H-WH 'B';
        -- $1.5 million class J-WH 'B-'.
        -- Class G-CO 'BB+';
        -- Class H-CO 'BB';
        -- Class J-CO 'BB-'.

Fitch does not rate the $34.6 million class E, $33 million class
F, $7.1 million class G-NS, $8.8 million class H-NS, $8.8 million
class J-NS, $1.1 million class G-LP, $1.3 million class H-LP, or
$1.9 million class J-LP. Classes G-FS, H-FS, and J-FS; G-NW and H-
NW; G-CH, H-CH, and J-CH; G-HM, H-HM, and J-HM; and G-EA have been
paid in full.

The upgrades are due to the anticipated repayment of the Colonnade
loan. The performance of the remaining loans in the pool, the
Northstar loan, 86.4% of the pool, and the Whitehall loan, 13.6%,
has declined since issuance. Despite the poor performance, the
senior pooled classes' credit enhancement levels that will result
after accounting for the repayment of the Colonnade loan are
sufficient to warrant the upgrades.

The Northstar loan is collateralized by four boutique hotel
properties located in New York City, Los Angeles, and Miami.
Northstar had an adjusted net cash flow for the trailing twelve
months ended June 30, 2003, which decreased 19.9% compared to
underwritten numbers at issuance. The corresponding debt service
coverage ratio, based on a 10.48% Fitch stressed constant, is at
1.32 times, compared to 1.64x at issuance. The all-in current DSCR
was 0.95x. This loan is currently in special servicing, and the
servicer is finalizing documents for a two year extension.

The Whitehall loan properties are four garden-style apartment
buildings, of which 88% by allocated loan balance are located in
the Atlanta suburbs. The overall occupancy as of June 30, 2003 was
87.2% up from 85.3% at last review. The Fitch adjusted NCF for TTM
June 30, 2003 has dropped only 1.9% since TTM June 30, 2002, but
has dropped 25.9% since issuance. The corresponding DSCR, based on
a 10.35% Fitch stressed constant, was 1.05x compared to 1.41x. The
all-in current DSCR was 0.79x. The loan matures in April 2003.

Fitch will continue to actively monitor this transaction.


DATAWORLD SOLUTIONS: Reports Favorable Strategic Restructuring
--------------------------------------------------------------
DataWorld Solutions, Inc. (Pink Sheets: DWLD) announced it has
successfully completed three transactions that will positively
impact the balance sheet by reducing the liabilities owed by the
Company, improve the capital base and bring in new investors.

The first transaction is with one of its principal secured
creditors. The agreement reduces the debt on the balance sheet by
over $1 million dollars without any impact on the capital
structure.

Secondly, the Company is also pleased to announce the retirement
of its $6 dollar senior cumulative convertible preferred stock,
valued at about $760,000 dollars, in exchange for 500,000 shares
of Rule 144K common stock.

Finally, the Company facilitated the sale by a former officer and
major shareholder of substantially all of his interest to a group
of private investors who have expressed a willingness to work with
the Company as it continues its turnaround efforts.

Daniel McPhee, Chairman & CEO of DataWorld Solutions Inc., states,
"We are pleased to announce that our aggressive restructuring plan
is proceeding as envisioned. We will continue to focus our efforts
on strengthening our capital base, increasing shareholder value
and repositioning ourselves as a leader in the telecom industry.
The Company continues to pursue new business venues to help
further achieve its goals and objectives"

               About DataWorld Solutions:

DataWorld Solutions is a multi-regional manufacturer of electronic
cable assemblies used in providing connectivity solutions, which
includes systems integration, for customers operating a wide range
of data systems. This includes linking or connecting standard or
proprietary electronic devices and peripheral components from
different vendors to provide solutions for various customer
requirements. DataWorld adds value by providing connectivity
solutions, which may include distributed sales for passive
components such as electronic connectors, electronic wire and
cable, cabinets and racks and patch panels, and active components,
including hubs, bridges, routers, gateways and modem.


DELTA AIR LINES: Third Quarter Net Loss Pegged at $164 Million
--------------------------------------------------------------
Delta Air Lines (NYSE: DAL) reported results for the quarter
ending Sept. 30, 2003, and other significant news. The key points
are, Delta:

* Reports a third quarter net loss of $164 million, or $1.36 loss
per common share.

* Excluding unusual items described below, reports a third quarter
net loss of $172 million, or $1.43 loss per common share.

* Ends quarter with $2.9 billion in cash, of which $2.7 billion is
unrestricted cash.

* Announces further changes to its fleet plan to ensure long-term
stability, including the sale of 11 aircraft scheduled for
delivery to Delta in 2005.

Delta Air Lines reported a net loss of $164 million and a loss per
share of $1.36 for the September 2003 quarter. In the September
2002 quarter, Delta reported a net loss of $326 million and a loss
per share of $2.67.

Excluding the unusual items described below, the September 2003
quarter net loss and loss per share were $172 million and $1.43,
respectively, compared to a net loss of $212 million and loss per
share of $1.75 in the September 2002 quarter. The First Call
consensus estimate for the September 2003 quarter was a loss per
share of $1.46, excluding unusual items. Positive cash flow from
operating activities was $201 million for the September 2003
quarter.

                    Earnings Performance

"Over the past two years, our industry has undergone dramatic,
permanent changes. Today's results, while somewhat better than we
expected, show that Delta's challenges are not yet over," said Leo
F. Mullin, Delta's chairman and chief executive officer. "To meet
these challenges, Delta people have in place programs across the
company intended to rebalance our revenue to cost relationship. At
the same time, we are making prudent and strategic investments in
technology, regional jet aircraft, our new low-fare operation, as
well as in other areas. Taken together, these steps will
strengthen the company over the long term by enhancing our cost
competitiveness and positioning us for sustained success."

Third quarter operating revenues increased 0.7 percent and
passenger unit revenues increased 8.0 percent, compared to the
September 2002 quarter. Delta has continued to outperform the
industry in year-over-year unit revenue comparisons for each of
the last 16 months through August 2003.

Operating expenses for the September 2003 quarter decreased 7.4
percent and unit costs decreased 1.2 percent as a result of
charges taken during the September 2002 quarter. Excluding unusual
items, unit costs increased 4.1 percent and fuel price
neutralized(1) unit costs increased 2.8 percent. The increase in
fuel price neutralized unit costs was entirely driven by capacity
reductions related to the Iraqi War.

Comparing the September 2003 quarter to the June 2003 quarter
illustrates Delta's progress on its company-wide profit
improvement initiatives. Despite an 8 percent increase in
capacity, operating expenses, excluding unusual items, for the
September 2003 quarter were flat with the June 2003 quarter.
Delta's increased productivity and efficiencies allowed for
significant capacity growth during the quarter at the same
operating costs.

"Delta continues to make progress on its profit improvement
initiatives to reduce costs and enhance revenue," said M. Michele
Burns, executive vice president and chief financial officer.
"Moreover, while the full impact is not immediate, our strategic
plan will deliver sustainable savings for the long- term,
particularly as the industry recovers and grows."

In the September 2003 quarter, Delta's fuel hedging program
reduced costs by $26 million, pretax. Delta hedged 53 percent of
its jet fuel requirements in the quarter at an average price of
$0.79 per gallon, excluding fuel taxes. Delta's total fuel price
for the September 2003 quarter was $0.79 per gallon.

The load factor for the September 2003 quarter was 76.9 percent, a
2.6 point increase as compared to the September 2002 quarter.
System capacity was down 6.3 percent and mainline capacity was
down 9.4 percent on a year- over-year basis. While Delta continues
to see some growth in passenger demand, traffic has not fully
returned to pre-war levels; therefore, some capacity reductions
remain in place.

Guidance on fuel hedging, capacity and unit costs is provided in
Table 2 below.

           Liquidity and Financing Transactions

As of Sept. 30, 2003, Delta had $2.9 billion in cash, of which
$2.7 billion is unrestricted. Delta also had unencumbered aircraft
with an estimated base value of $2.3 billion, of which
approximately $400 million is eligible under Section 1110 of the
U.S. Bankruptcy Code.

Delta had positive cash flow from operations for the September
2003 quarter of $201 million and generated an operating profit for
two out of the three months.

In September 2003, Delta completed a debt exchange offer for $300
million principal amount of its 6.65 percent senior notes due
2004, of which $64.1 million was tendered by holders for cash and
new 10.0 percent senior notes due 2008. Delta also completed a
debt exchange offer for $500 million principal amount of its 7.7
percent senior notes due 2005, of which $197.8 million was
tendered by holders for new 10.0 percent senior notes due 2008. In
total, Delta paid $47 million in cash; issued an aggregate of $248
million principal amount of the new 10.0 percent senior notes; and
deferred until 2008 net debt maturities totaling $220 million.

   Fleet Transactions Subsequent to September 2003 Quarter

Delta announced that it has entered into a definitive agreement
with a third party to sell 11 Boeing 737-800 aircraft scheduled
for delivery to Delta in 2005. This transaction is expected to
reduce Delta's capital expenditures by approximately $500 million
through 2005.

Delta will recognize a charge of $26 million, net of tax, in the
December 2003 quarter as a result of its agreement to sell the 11
B737-800 aircraft. This transaction also includes an option for
the third party to purchase up to 10 additional aircraft scheduled
for delivery to Delta in 2006 and 2007, subject to mutual
agreement on terms and conditions.

In addition to the sale of the 11 B737-800 aircraft, Delta will
defer until 2008 delivery of eight additional B737-800 aircraft
also scheduled for delivery in 2005. Delta currently intends to
accept delivery of two B777-200 aircraft in 2005 as scheduled.

"Providing Delta's customers with an unmatched network of service
remains a priority for Delta as we continue to explore every
available option to reduce costs and enhance liquidity," said
Burns. "Taking this step to reduce capital expenditures is the
prudent thing to do at this time and will not reduce our ability
to serve our customers."

                 Explanation of Unusual Items

September 2003 Quarter

In the September 2003 quarter, Delta recorded a $9 million gain,
net of tax, on the extinguishment of debt related to the debt
exchange previously discussed and a $1 million charge, net of tax,
related to derivative and hedging activities accounted for under
Statement of Financial Accounting Standard (SFAS) No. 133. The
attached Consolidated Statement of Operations for the September
2003 quarter shows Delta's net loss as reported under GAAP, as
well as net loss excluding these items. Delta believes this
information is helpful to investors to evaluate recurring
operational performance because (1) the extinguishment of debt is
not representative of core operations; and (2) the SFAS 133 charge
reflects volatility in earnings driven by changes in the market,
which are beyond the company's control.

September 2002 Quarter

In the September 2002 quarter, Delta recorded charges related to
(1) the writedown of certain MD-11 and B727-200 aircraft and MD-11
spare parts inventory and (2) the temporary carrying costs of
surplus pilots and grounded aircraft, as well as gains related to
(1) compensation received under the Air Transportation Safety and
System Stabilization Act, (2) the adjustment to actual
requirements of certain restructuring reserves, and (3) SFAS 133
derivatives. These items totaled a net charge of $114 million, net
of tax. In addition to the net loss as reported under GAAP, Delta
also discloses net loss excluding these items because it believes
this information is helpful to investors to evaluate recurring
operational performance.

Delta Air Lines, the world's second largest airline in terms of
passengers carried and the leading U.S. carrier across the
Atlantic, offers 6,130 flights each day to 453 destinations in 82
countries on Delta, Song, Delta Shuttle, Delta Connection and
Delta's worldwide partners. Delta is a founding member of SkyTeam,
a global airline alliance that provides customers with extensive
worldwide destinations, flights and services. For more
information, please go to http://www.delta.com.


DJ ORTHOPEDICS: Will Release 3rd Quarter 2003 Results on Oct. 28
----------------------------------------------------------------
dj Orthopedics, Inc., (NYSE: DJO), a designer, manufacturer and
marketer of products and services for the orthopedic sports
medicine market, announced the following information for the
release of its third quarter 2003 financial results and a
conference call to discuss those results.

     Date:           Tuesday, October 28, 2003
     Time:           Financial Results:  1:05 PM Pacific Time,
                        4:05 PM Eastern Time
                     Conference Call:  2:00 PM Pacific Time,
                        5:00 PM Eastern Time
     Dial In:        (706) 634-0177 using the reservation code
                     3143794.  The Company recommends dialing in
                     5 to 10 minutes prior to scheduled start
                     time.
     Replay:         (706) 645-9291 for all callers.  Enter
                     Reservation code 3143794.  Replay ends 48
                     hours after call.
     Live Internet:  http://www.djortho.com, accessed through
                     the Investor Relations portion of the
                     Company's website.  The webcast will be
                     archived following the completion of the
                     call.

dj Orthopedics is a global orthopedic sports medicine company
specializing in the design, manufacture and marketing of products
and services that rehabilitate soft tissue and bone, help protect
against injury, and treat osteoarthritis of the knee.  Its broad
range of more than 600 existing products, many of which are based
on proprietary technologies includes rigid
knee braces, soft goods, specialty and other complementary
orthopedic products.  These products provide solutions for
patients and orthopedic sports medicine professionals throughout
the patient's continuum of care.

                          *   *   *

As reported in the Troubled Company Reporter's October 13, 2003
edition, Standard & Poor's Ratings Services assigned its 'B+'
senior secured debt rating to dj Orthopedics Inc.'s proposed $130
million  credit facility, consisting of a $105 million term loan
and a $25  million revolving credit facility maturing in 2008 and
2009, respectively. Standard & Poor's also affirmed its 'B+'
corporate credit and 'B-' subordinated debt ratings on the
company.

At the same time, Moody's Investors Service placed these ratings
of dj Orthopedics, LLC on review for possible downgrade:

     - Senior implied rating of B1;

     - Issuer rating of B2;

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

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

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

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


EAGLEPICHER: Reports Decreasing Net Sales in Third Quarter 2003
---------------------------------------------------------------
EaglePicher Holdings, Inc. announces its third quarter 2003
financial results and the filing of its Quarterly Report on Form
10-Q with the Securities and Exchange Commission (SEC):

                           Sales

Our Net Sales decreased $1.5 million, or 0.9%, from $167.4 million
in the third quarter of 2002 to $165.8 million in the third
quarter of 2003, and increased $5.2 million, or 1.0%, from $499.7
million in the first nine months of 2002 to $504.9 million in the
first nine months of 2003.  Excluding sales from our Precision
Products business within our Technologies Segment, which we
divested in July 2002, our net sales decreased $0.7 million, or
0.4%, in the third quarter of 2003, and increased $8.6 million, or
1.7%, in the first nine months of 2003.

In the third quarter of 2003, the decrease was due to sales
decreases of 9.3% in our Automotive Segment's Hillsdale business
and 8.9% in our Filtration and Minerals Segment, partially offset
by strong increases of 37.0% in our Technologies Segment's Power
Group and 8.3% in our Automotive Segment's
Wolverine business.

In the first nine months of 2003, the increase was due to strong
increases of 37.9% in our Technologies Segment's Power Group and
14.2% in our Automotive Segment's Wolverine business, partially
offset by decreases of 6.8% in our Automotive Segment's Hillsdale
business and 5.3% in our Filtration and Minerals Segment.

Hillsdale's sales decrease was due to the loss of three programs
that are phasing out in 2003 and the approximate 4% decline in
North American light vehicle production levels during the third
quarter and first nine months of 2003 compared to 2002.  The
substantial increase in our Power Group sales is primarily due to
new defense contracts, improved pricing and increased defense
spending.

                            Earnings

Our Income (Loss) from Continuing Operations Before Taxes
increased $1.9 million from $1.0 million in the third quarter of
2002 to $2.9 million in the third quarter of 2003.  In the first
nine months of 2003, the Income (Loss) from Continuing Operations
Before Taxes improved $38.8 million from a loss of
$26.4 million in 2002 to income of $12.4 million in 2003.

                Cash Flows and the Third Quarter
                 Capital Structure Refinancing

We refinanced our capital structure during the third quarter of
2003 by completing a new credit agreement consisting of a $150
million Term Loan, due in August 2009, and a $125 million
Revolving Credit Facility, due in August 2008, subject to certain
early termination clauses.  In addition, we issued $250 million of
9-3/4% Senior Unsecured Notes, due 2013, at 99.2% to yield 9-7/8%.

These replaced our former credit agreement, which would have
matured in February 2004, and 95% of our Senior Subordinated
Notes, due 2008, which were redeemed at par through a tender
offer.  This provided us with increased liquidity and a longer
term capital structure.  During the third quarter, the increased
liquidity was used to reduce the obligations of our accounts
receivable asset-backed securitization and fund increases in
working capital.

                    Full Year 2003 Outlook

Projected sales for 2003 are estimated to be in the range of
$665.0 million to $675.0 million compared to $668.1 million in
2002, which is restated to exclude our Hillsdale U.K. Automotive
operation and certain operations of our Germanium-based business
in our Technologies Segment, which have been divested and
accounted for as discontinued operations during 2003. The sales
estimate for 2003 reflects the current and continued decrease in
Hillsdale revenues primarily related to program phase-outs, and
reduced automotive builds in 2003 compared to 2002, partially
offset by growth in our Power Group, primarily related to new
contracts, improved pricing, and increased defense spending.

We are projecting 2003 Operating Income to be in the range of
$59.0 million to $61.0 million, which includes insurance gains of
$8.5 million and expenses for environmental and legal matters of
$2.1 million in the first nine months of 2003.  This amount also
includes $45.0 million of depreciation and amortization.

The decreases in sales and operating income from our second
quarter of 2003 outlook (excluding the income from insurance gains
and incremental expenses associated with environmental and legal
matters provided for in the third quarter of 2003) was primarily
due to the sale of certain assets in our Germanium-based business
in July 2003.  The outlook has been restated to
exclude the results of this divested business.  Excluding this
divestiture, the insurance gains, and the environmental and legal
matter costs, our earnings outlook is consistent with our prior
outlook.

On the basis of these projections, we believe we will be in
compliance with all covenants under our various credit facilities
during 2003.

We are currently evaluating our assumptions regarding discount
rates and rates of investment return to be used to determine the
funded status of our pension plans as of November 30, 2003 and the
related pension expense for 2004.  Based on the significant
decline in interest rates since November 2002, our discount rate,
used to calculate the present value of pension liabilities, will
decrease from 6.95% at November 30, 2002 to a currently estimated
range of 6.00% to 6.25% as of November 30, 2003.  This decrease in
discount rates will increase our pension benefit obligation
amounts as of November 30, 2003 and may result in the plan being
underfunded, as opposed to our overfunded position as of November
30, 2002.

If the plan is determined to be underfunded by any amount, we will
be required to write-off approximately 95% of our intangible
prepaid pension asset of $55.6 million as of August 31, 2003 by a
non-cash charge to other comprehensive income ("OCI"), resulting
in an increased deficit in our stockholders' equity.  There is
also a potential that we may need to record a
non-cash charge to OCI to establish a pension liability for the
underfunded amount. In addition, at the recommendation of our
actuary, we are considering whether to adopt a more recently
issued actuarial mortality table, which would also have the impact
of increasing our unfunded liability by approximately $13.0
million.

The write-off to OCI of the prepaid pension asset, the accrual for
the unfunded liability, and the accrual for the potential
additional liability relating to the new mortality table are all
non-cash items that are required under United States generally
accepted accounting principles ("GAAP").  The accounting treatment
under GAAP is different from the funding requirements
mandated by the Employee Retirement Income Security Act of 1974
("ERISA"). Accordingly, we do not expect these non-cash charges to
OCI to impact the need for potential cash contributions to our
pension plans for the next several years.  Under the pension
funding assumptions currently being evaluated, we do not
anticipate a requirement for any cash contributions during the
next several years.  However, at our discretion, we may make
voluntary contributions from time to time, based on our cash
position and overall financial status, and the potential to
further strengthen the funded status of the plans over the long
term.

Granaria Holdings B.V., our controlling common shareholder, has
informed us that they, or entities controlled by them, may
purchase the 9-3/8% Senior Subordinated Notes, due 2008, issued by
our subsidiary, EaglePicher Incorporated, or may trade in shares
of our Series B 11-3/4% Cumulative Redeemable Exchangeable
Preferred Stock from time to time.  In addition, EPI may purchase
Subordinated Notes from time to time.

EaglePicher Incorporated, founded in 1843 and headquartered in
Phoenix, Arizona, is a diversified manufacturer and marketer of
innovative, advanced technology and industrial products and
services for space, defense, environmental, automotive, medical,
filtration, pharmaceutical, nuclear power, semiconductor and
commercial applications worldwide.  The company has 4,000
employees and operates more than 30 plants in the United States,
Canada, Mexico, the U.K. and Germany.  Additional information on
the company is available on the Internet at
http://www.eaglepicher.com

As reported in the Troubled Company Reporter's September 9, 2003
edition, Standard & Poor's Ratings Services lowered its rating on
EaglePicher Holdings, Inc.'s $146 million 11.75% cumulative
redeemable exchangeable preferred stock due 2008 to 'D' from
'CCC+'. All other outstanding ratings on EPH and EaglePicher Inc.,
a wholly owned subsidiary of EPH, were affirmed.

"The rating action on the preferred stock is the result of the
company's failure to make the dividend payment of $8.3 million due
on Sept. 2, 2003," said Standard & Poor's credit analyst Linli
Chee. EPI's senior secured credit facility prohibits the company
from paying cash dividends unless total debt to EBITDA is less
than 3x on a pro forma basis. If the company does not pay cash
dividends, holders of the preferred stock are entitled to elect
the majority of the company's board of directors. Granaria
Holdings B.V., the majority owner of the company, also controls
about 78% of the preferred stock.


ENRON CORP: ENA Seeks to Conduct Rule 2004 Exam of Giant Eagle
--------------------------------------------------------------
On October 1, 2001, Enron North America Corporation and Giant
Eagle, Inc. entered into a Purchase and Sale Agreement -- the
Trash Removal Contract.  Pursuant to the Trash Removal Contract,
ENA purchases from Giant Eagle a mix of trash referred to as
"Enron #11."

Barry J. Dichter, Esq., at Cadwalader, Wickersham & Taft, in New
York, relates that by letter dated December 7, 2002, Giant Eagle
purported to terminate the Trash Removal Contract.  Giant Eagle
purported to exercise its right to declare an early termination
date of December 2, 2001.

ENA believes that the Trash Removal Contract may possess
significant value for its estate and creditors.  Indeed, ENA has
engaged in favorable, albeit preliminary, discussions with
potential assignees of the Trash Removal Contract.

To fully assess the value that would inure to the estate's
benefit from assuming and assigning the Trash Removal Contract,
ENA must produce to potential bidders Giant Eagle's audited
financial statements for its last fiscal year as well as its
unaudited statement for the most recent quarter of its current
fiscal year -- the Financial Information.  However, Mr. Dichter
informs Judge Gonzalez that Giant Eagle refused to release the
Financial Information to ENA, despite ENA's offer to execute an
appropriate confidential agreement with all potential purchases
before they are provided with the Financial Information.

Accordingly, ENA seeks the Court's authority to obtain the
production of Financial Information from Giant Eagle for it to
shop the Trash Removal Contract to potential bidders.

Mr. Dichter asserts that, pursuant to Rule 2004 of the Federal
Rules of Bankruptcy Procedure, ENA's request is warranted because
the information being sought is needed to enable ENA to determine
whether it is advisable for it to assume and assign the Trash
Removal Contract, an issue which clearly relates to a "matter
which may affect the administration of the debtor's estate."  The
potential bidders with whom ENA has been in contact with
regarding the assumption of the Trash Removal Contract
understandably require that they be given an opportunity to
review the Financial Information before proceeding with the
process.  Moreover, Mr. Dichter points out that producing the
Financial Information will present no burden given that the
information is readily available to Giant Eagle. (Enron Bankruptcy
News, Issue No. 83; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


EXIDE: Committee Wants to Disclose Confidential Info to Bidders
---------------------------------------------------------------
While the Exide Debtors' Chapter 11 cases are quickly moving
towards confirmation hearings, the Official Committee of Unsecured
Creditors feels that it is urgently important and critical to
provide prompt and proactive responses to formal inquiries from
parties who have expressed an interest in acquiring all or part
or the Debtors' assets or stocks.  The Creditors' Committee
believes that it is undoubtedly prudent to pursue negotiations
with certain bidders, as a back-up plan to a stand-alone
reorganization plan, especially since the Committee is highly
confident that the Debtors' Plan is patently unconfirmable.  As
the Debtors' Chief Executive Officer, Craig H. Muhlhauser, had
indicated, the Committee believes that the expiration of the DIP
Agreement and the Standstill Agreement before the Debtors are
ready to exit Chapter 11 will cause significant harm to the
estates.

The Creditors' Committee repeatedly asked the Debtors to pursue
negotiations with potential bidders.  However, the Committee
observes that the Debtors are not pursuing these negotiation
opportunities meaningfully.  Given the timetable established by
the Debtors and the potential impending harm to their estates if
a reorganization plan is not confirmed before the year ends, the
Committee wants the Debtors to discuss with the Bidders now to
prepare for the eventuality that the Debtors' Plan is not
confirmed.

The Creditors' Committee relates that one of the Bidders, EnerSys
Inc., has already submitted a formal letter and filed motions
with the Court expressing its strong interest in purchasing one
segment of the Debtors' assets for $950,000,000, which
approximates the value that the Debtors' Plan placed on the
Debtors' entire enterprise.  The EnerSys offer implies a
valuation that is hundreds of millions of dollars more for the
Debtors' entire estate, thereby permitting recoveries for
unsecured creditors.

The Debtors also received indications of interests for their
other business segments.  Assuming the Debtors' own projections,
the Creditors' Committee notes that the aggregate value of the
Debtors' business units is far in excess of the valuation
expressed in the Disclosure Statement.  Based on developments in
the market and other information, the value of the entire
enterprise might substantially exceed $1,500,000,000.

Should EnerSys or another Bidder make a timely bid for all or
part of the Debtors' assets or stock, and if the bid indicates
value greater than the value asserted by the Debtors' Plan, the
Creditors' Committee plans to seek further relief from the Court,
including termination of the Debtors' exclusive right so it may
file a reorganization plan.

In view of the recent circumstances, the Creditors' Committee
seeks the Court's authority to disclose confidential information
regarding the Debtors to the Bidders.  The Committee wants to
disclose confidential information to entities who:

   (a) are potential buyers of all or part of the Debtors' asset
       or stock; and

   (b) have each signed a confidentiality agreement.

The Committee also asks the Court to compel the Debtors to:

   (a) grant access to the Bidders with respect to all of the
       Debtors' data located at the online data room; and

   (b) pursuant to Rule 9001(5) of the Federal Rules of
       Bankruptcy Procedure, make certain of their executives
       reasonably available in person at their headquarters to
       the Bidders for the purpose of answering questions.

The Creditors' Committee wants to explore the viability of a
Bidder's offer.  The Committee has received overtures from
potential Bidders for some or all of the Debtors' businesses.
The Committee also needs to evaluate other alternatives to
provide for the possibility that the Debtors' Plan will not be
confirmed.  Should the Debtors fail to confirm their Plan, which
the Committee believes is likely, the Committee must be ready to
file promptly an alternative Plan.

The Creditors' Committee contends that denial of their request
could be a death sentence for the voice of the unsecured
creditors.  The Committee asserts that disclosing the information
will not unduly burden the Debtors.  To the extent that the
Debtors are overburdened, the Committee offers to facilitate the
process with any of the Bidders. (Exide Bankruptcy News, Issue No.
31; Bankruptcy Creditors' Service, Inc., 609/392-0900)


FMC CORP: Solutia Files Suit Regarding Astaris LLC Joint Venture
----------------------------------------------------------------
Solutia Inc. (NYSE: SOI) announced that it has filed suit in St.
Louis County Circuit Court against FMC Corporation over the
failure of purified phosphoric acid technology provided by FMC to
Astaris LLC, which is jointly owned by Solutia and FMC.

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

FMC Corporation (S&P, BB+ $300 Million Senior Secured Notes
Rating, Negative) is a diversified chemical company serving
agricultural, industrial and consumer markets globally for more
than a century with innovative solutions, applications and quality
products.  The company employs approximately 5,500 people
throughout the world.  FMC Corporation divides its businesses into
three segments: Agricultural Products, Specialty Chemicals and
Industrial Chemicals.


GLOBAL CROSSING: Obtains Nod for Alcatel Deferred Payment Pact
--------------------------------------------------------------
The Global Crossing Debtors are a party to a MAC Project
Development and Construction Contract, dated June 2, 1998,
with Alcatel Submarine Networks, and Alcatel Submarine Networks,
Inc. The Debtors and Alcatel agreed to the deferment of payments
due under the MAC Contract.  Pursuant to the MAC Contract, Alcatel
agreed to develop and construct a subsea ring configuration system
for the Debtors that contains three of the Debtors' landing and
cable stations at various locations on the United States and the
United States Virgin Islands and is connected by submersible fiber
optic cables.  The MAC Contract was amended to provide for
upgrades to the MAC System not originally contemplated under the
contract.  The purchase price of the Upgrades is $21,700,000 and
the final payment for the Upgrades is due December 1, 2003.

Due to the prolonged time they have spent in Chapter 11 and their
available liquidity, the Debtors commenced negotiations with
Alcatel to defer a portion of the payment due under the MAC
Contract.  After extensive arm's-length negotiations, Alcatel
agreed, pursuant to certain conditions, to allow the Debtors to
defer a portion of the Final Payment.  The salient conditions
are:

   (1) Written notice by the Debtors to Alcatel seven days before
       the Final Payment Date of their intent to defer a portion
       of the amount, subject to a $2,500,000 cap;

   (2) Payment in full of all invoices issued under the MAC
       Contract, including that portion of the Final Payment
       not being deferred, that are due on or before the Final
       Payment Date;

   (3) Court approval of the Deferral Agreement prior to the
       Final Payment Date;

   (4) Effectiveness, on or before the Final Payment Date, of a
       GX Chapter 11 plan of reorganization, which Plan will be
       either the Plan or another plan of reorganization with
       respect to the Debtors, the terms and conditions of which
       are not less favorable to Alcatel than those of the Plan;
       and

   (5) Delivery to Alcatel, on the Final Payment Date, of a
       promissory note substantially in the form and substance of
       the Deferral Agreement, the salient terms of which are:

       (a) The Deferred Amount and all other outstanding amounts
           under the Note will be due and payable in full on
           September 1, 2004;

       (b) The unpaid principal balance will bear interest at
           one-year LIBOR from the date of execution of the Note,
           except that, from and after an Event of Default, the
           unpaid principal balance will bear interest at LIBOR
           plus 2%;

       (c) Interest will be calculated daily on the unpaid daily
           principal balance outstanding from time to time, on
           the basis of a 360-day year; and

       (d) Upon the occurrence of any of these events, which will
           constitute an Event of Default, all liabilities of the
           Debtors, including the entire unpaid principal of the
           Note and accrued interest, will immediately become due
           and payable, at Alcatel's option:

           -- failure of the Debtors to perform any obligation,
              liability, or claim to Alcatel, or to pay principal
              or interest when due;

           -- the dissolution, merger, or consolidation of the
              Debtors or any guarantor;

           -- the filing of a petition in bankruptcy or similar
              proceeding by or against the Debtors;

           -- the issuing of any attachment or the filing of any
              lien against any property of the Debtors or any
              guarantor;

           -- the taking of possession of any substantial part of
              the property of the Debtors or any guarantor at the
              instance of governmental authority; or

           -- the breach of any representation or warranty of the
              Debtors in connection with the Note.

Accordingly, The Debtors sought and obtained the Court's approval
for their Deferred Payment Agreement with Alcatel. (Global
Crossing Bankruptcy News, Issue No. 48; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


HUGHES ELECTRONICS: Third Quarter Net Loss Balloons to $23 Mil.
---------------------------------------------------------------
Hughes Electronics Corporation, a world-leading provider of
digital television entertainment, broadband satellite networks and
services, and global video and data broadcasting, reported that
third quarter 2003 revenues increased 17% to $2.57 billion
compared with $2.19 billion in the third quarter of 2002.

Operating profit before depreciation and amortization for the
quarter increased 33% to $359 million compared with $270 million
in the same period last year. Operating profit increased to $77
million compared with operating profit of $16 million in the third
quarter of 2002. In addition, HUGHES reported a third quarter 2003
net loss of $23 million compared to a net loss of $14 million in
the same period of 2002.

"This quarter's results are yet another indication of the rather
significant changes we have made across our company to
continuously improve operational performance. Compared to last
year, each of our businesses generated higher revenues and
operating profit before depreciation and amortization in the
quarter," said Jack A. Shaw, HUGHES' president and chief executive
officer. "Importantly, DIRECTV U.S. had its second best quarter
ever in terms of gross owned and operated subscriber additions,
and the 326,000 net new subscribers added in the quarter
represented a 58% increase over last year's third quarter. I
believe that this sharp increase in DIRECTV's subscriber growth
reflects consumers' desire for DIRECTV's superior, all digital
television programming as well as their continued dissatisfaction
with their cable television service."

Shaw continued: "At the top line, DIRECTV U.S. once again was the
major contributor to our growth in the quarter with a nearly 20%
increase in revenues driven by continued strong subscriber growth
and a $4.50 increase in average monthly revenue per subscriber to
$63.70. Hughes Network Systems -- or HNS -- also contributed to
HUGHES' growth with a 17% increase in revenues principally due to
strong sales in its enterprise and residential DIRECWAY broadband
businesses, as well as in its set-top box business. Driven by the
gross profit on this revenue growth, DIRECTV U.S. and HNS were
also the primary contributors to HUGHES' 33% growth in operating
profit before depreciation and amortization."

Shaw finished: "We're also demonstrating significant improvement
in our cash flow -- which we define as cash flows from operating
activities plus cash flows from investing activities -- where, for
the third quarter in a row, HUGHES generated positive cash flow.
Also for the third consecutive quarter, HUGHES is increasing its
full-year guidance for revenues, operating profit and cash flow
primarily due to the strong DIRECTV U.S. and HNS results in the
third quarter as well as the continued solid results expected for
the remainder of the year."

HUGHES' operating profit increased to $77 million in the third
quarter of 2003 from $16 million in the same period of last year.
The improvement was due to the higher operating profit before
depreciation and amortization partially offset by higher
depreciation and amortization, primarily at DIRECTV U.S. due to
the reinstatement of amortization expense during the fourth
quarter of 2002 related to certain intangible assets in accordance
with Emerging Issues Task Force ("EITF") Issue No. 02-17, as well
as additional infrastructure expenditures during the last year.

HUGHES recorded a third quarter 2003 net loss of $23 million
compared to a net loss of $14 million in the same period of 2002.
The higher net loss was primarily due to a $159 million pre-tax
gain in 2002 resulting from the sale of 8.8 million shares of
Thomson Multimedia common stock and a third quarter 2003 non-cash
charge of $65 million recorded as "Cumulative effect of accounting
change, net of taxes" related to the adoption of FASB
Interpretation No. 46. These changes were partially offset by the
higher 2003 operating profit discussed above, the favorable
resolution of certain tax refund claims for $48 million in the
quarter, a $32 million write- down of two equity investments and a
pre-tax loss of $25 million related to the sale of SkyPerfecTV!
common stock in the third quarter of 2002, and the absence of net
losses in 2003 at DIRECTV Broadband due to its shutdown on
February 28, 2003.

                 NINE-MONTH FINANCIAL REVIEW

For the first nine months of 2003, revenues increased 12% to $7.17
billion, compared to $6.41 billion in the first nine months of
2002. The increase was primarily due to continued subscriber
growth and higher average monthly revenue per subscriber ("ARPU")
at DIRECTV U.S. as well as increased sales in the residential
DIRECWAY(R) broadband business at HNS, partially offset by lower
DIRECTV Latin America revenues related to the World Cup
programming services in 2002 as well as a smaller subscriber base
and further devaluations to several Latin American currencies in
2003.

Operating profit before depreciation and amortization for the
first nine months of 2003 was $1.07 billion compared with $586
million in the same period of 2002. Operating profit before
depreciation and amortization margin was 15% compared to 9% in the
first nine months of 2002. The 82% increase in operating profit
before depreciation and amortization and the corresponding
increase in margin were primarily attributable to the additional
gross profit gained from the DIRECTV U.S. revenue growth, reduced
losses from the 2002 World Cup programming at DIRECTV Latin
America and improved efficiencies associated with HNS' larger
residential DIRECWAY subscriber base. Also impacting the 2002
operating profit before depreciation and amortization results was
a charge of $48 million related to a settlement with GECC and a
$95 million one-time gain due to the favorable resolution of a
lawsuit filed against the U.S. government on March 22, 1991.

HUGHES' operating profit for the first nine months of 2003 was
$258 million compared with an operating loss of $170 million in
the same period of 2002. The improvement was due to the higher
operating profit before depreciation and amortization discussed
above partially offset by higher depreciation and amortization
expense, particularly at DIRECTV U.S. resulting from the
reinstatement of amortization expense related to certain
intangible assets in accordance with EITF Issue No. 02-17 during
the fourth quarter of 2002, as well as additional infrastructure
expenditures during the last year.

For the first nine months of 2003, HUGHES had a net loss of $52
million compared to a net loss of $1.01 billion in the same period
of 2002. The improvement was primarily due to a first quarter 2002
charge associated with HUGHES' adoption of Statement of Financial
Accounting Standards ("SFAS") No. 142, "Goodwill and Other
Intangible Assets" of $681 million, recorded as "Cumulative effect
of accounting change, net of taxes." Also contributing to the
change was the improved 2003 operating profit discussed above, a
2002 net interest expense charge of $74 million related to the
GECC settlement and higher losses in 2002 at DIRECTV Broadband.
These improvements were partially offset by the $159 million pre-
tax gain on the sale of Thomson shares in 2002, a higher income
tax benefit generated in 2002 resulting from the larger pre- tax
loss and the $65 million charge related to the adoption of FIN 46
in 2003.

        SEGMENT FINANCIAL REVIEW: THIRD QUARTER 2003

Direct-To-Home Broadcast

Third quarter 2003 revenues for the segment increased 18% to $2.09
billion from $1.76 billion in the third quarter of 2002. The
segment had operating profit before depreciation and amortization
of $222 million compared with $177 million in the third quarter of
2002. Operating profit for the segment was $42 million in the
third quarter of 2003 compared to $21 million in the same period
of 2002.

On February 28, 2003, HUGHES completed the shutdown of the DIRECTV
DSLT service. As a result, DIRECTV Broadband is accounted for as a
discontinued operation in the consolidated financial statements
and its revenues, operating costs and expenses, and non-operating
results are no longer included in the Direct-To-Home Broadcast
segment for the periods presented.

United States: Excluding subscribers in the National Rural
Telecommunications Cooperative ("NRTC") territories, DIRECTV U.S.
added 811,000 gross subscribers and after accounting for churn,
326,000 net subscribers in the quarter. DIRECTV U.S. owned and
operated subscribers totaled 10.28 million as of September 30,
2003, 12% more than the 9.20 million subscribers as of September
30, 2002. For the third quarter of 2003, the total number of
subscribers in NRTC territories fell by 32,000, reducing the total
number of NRTC subscribers as of September 30, 2003, to 1.57
million. As a result, the DIRECTV U.S. platform ended the quarter
with 11.85 million total subscribers.

DIRECTV U.S. reported quarterly revenues of $1.93 billion, an
increase of 20% over last year's third quarter revenues of $1.62
billion. The increase was primarily due to continued strong
subscriber growth as well as higher ARPU. ARPU increased
approximately $4.50, or 8%, to $63.70 in the quarter primarily due
to the March 2003 price increase, additional fees from the
increased number of customers that have multiple set-top
receivers, the adoption of EITF Issue No. 00-21 that relates to
the recognition of certain customer-related revenues, increased
revenues from the NFL SUNDAY TICKET(R) package and increased
customer purchases of local channels.

Operating profit before depreciation and amortization for the
third quarter of 2003 increased 15% to $235 million compared to
$205 million in last year's third quarter. The increase was due to
the additional gross profit gained from the increased revenues, an
improved mix of higher-margin revenues primarily related to fees
from customers that have multiple set-top receivers and increased
sales of local channel packages, and the favorable impact from a
continued emphasis on cost management. These were partially offset
by increased marketing expenses associated with the larger gross
subscriber additions and higher acquisition costs per subscriber
("SAC") in the quarter.

Operating profit in the quarter increased to $112 million compared
to $102 million in the third quarter of 2002. The improved
operating profit was primarily due to the reasons discussed above
for the change in operating profit before depreciation and
amortization partially offset by the reinstatement of amortization
expense related to certain intangible assets in accordance with
EITF Issue No. 02-17 during the fourth quarter of 2002, as well as
increased depreciation expense due to additional infrastructure
expenditures during the last year.

Latin America: On March 18, 2003, DIRECTV Latin America, LLC
announced that in order to aggressively address the company's
financial and operational challenges, it had filed a voluntary
petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code. The filing applies only to DIRECTV Latin America,
LLC, a U.S. company, and does not include any of its operating
companies in Latin America and the Caribbean. DIRECTV Latin
America, LLC and its operating companies are continuing regular
operations.

The DIRECTV(R) service in Latin America lost 44,000 net
subscribers in the third quarter of 2003 mostly due to
significantly higher involuntary churn in Mexico resulting from
changes in disconnection processes associated with past-due
subscribers. The total number of DIRECTV subscribers in Latin
America as of September 30, 2003, was 1.45 million compared to
1.60 million as of September 30, 2002, representing a decline of
10%.

Revenues for DIRECTV Latin America increased to $155 million in
the quarter from $146 million in the third quarter of 2002
primarily due to the consolidation of the local operating
companies in Puerto Rico and Venezuela in accordance with HUGHES'
adoption of FIN 46, partially offset by lower revenues from the
smaller subscriber base.

DIRECTV Latin America recorded an operating loss before
depreciation and amortization of $17 million in the quarter
compared to an operating loss before depreciation and amortization
of $29 million in the same period of 2002. The operating loss in
the quarter was $74 million compared to an operating loss of $84
million in the third quarter of 2002. These improvements were
primarily due to aggressive cost cutting over the past year
including programming cost reductions resulting from the rejection
of certain contracts in connection with the Chapter 11
reorganization, partially offset by reduced revenues associated
with the smaller subscriber base.
Satellite Services

PanAmSat Corporation, which is approximately 81%-owned by HUGHES,
generated third quarter 2003 revenues of $210 million compared
with $199 million in the same period of the prior year. The
increase was primarily due to additional government revenues
related to PanAmSat's new G2 Satellite SolutionsT division, which
was formed after the acquisition of Hughes Global Services on
March 7, 2003, and an increase in network service revenues.

PanAmSat's operating profit before depreciation and amortization
for the quarter was $152 million compared with $145 million in the
third quarter 2002. Operating profit remained relatively unchanged
at $67 million in the third quarter of 2003. The increase in
operating profit before depreciation and amortization was
primarily due to lower bad debt expense and improved operational
efficiencies. The operating profit was also impacted by higher
depreciation expense primarily related to the shorter estimated
useful lives of two satellites that experienced anomalies in 2003.

As of September 30, 2003, PanAmSat's contracts for satellite
services representing future payments (backlog) declined to
approximately $4.8 billion compared to approximately $5.3 billion
at the end of the second quarter of 2003 primarily due to reduced
contract values related to a satellite anomaly.
Network Systems

HNS generated third quarter 2003 revenues of $353 million compared
with $300 million in the third quarter of 2002. The 17% increase
was principally due to higher revenues in the enterprise and
residential DIRECWAY(R) broadband businesses, and increased sales
of DIRECTV(R) receiver systems. HNS shipped 946,000 DIRECTV
receiver systems in the third quarter of 2003 compared to 737,000
units in the same period last year. Additionally, as of September
30, 2003, the DIRECWAY service had approximately 178,000
residential subscribers in North America compared to 138,000 one
year ago, representing an increase of approximately 29%.

HNS reported operating profit before depreciation and amortization
of $9 million compared to an operating loss before depreciation
and amortization of $23 million in the third quarter of 2002. The
operating loss in the quarter was $10 million compared to an
operating loss of $43 million in the third quarter of 2002. These
improvements were primarily attributable to a smaller loss in the
residential DIRECWAY business due to improved efficiencies
associated with the larger subscriber base, increased revenues and
profit margins in the set-top box and DIRECWAY enterprise
businesses, as well as a $9 million charge taken in the third
quarter of 2002 related to severance costs and an inventory
provision.

                     BALANCE SHEET

From December 31, 2002, to September 30, 2003, HUGHES'
consolidated cash balance increased $1.50 billion to $2.63 billion
and total debt increased $1.58 billion to $4.70 billion.

In the third quarter, HUGHES' consolidated cash balance decreased
by $558 million and debt decreased by $311 million compared to the
June 30, 2003, balances. During the quarter, HUGHES generated over
$100 million of cash flow (cash flows from operating activities
plus cash flows from investing activities) bringing the total cash
flow generated by HUGHES to approximately $400 million through
September 30, 2003. Also in the quarter, HUGHES and The Boeing
Company reached an agreement whereby HUGHES paid Boeing $360
million to settle the outstanding purchase price adjustment
disputes arising from Boeing's October 2000 acquisition of HUGHES'
satellite manufacturing operations. This payment will be reported
as "Net cash used in discontinued operations" in the Condensed
Consolidated Statements of Cash Flows. Additionally, PanAmSat made
an optional prepayment of $350 million in the quarter under its
$1.25 billion bank facility from available cash on hand. The
prepayment was applied pro rata against PanAmSat's Term Loan A and
Term Loan B.

During 2003, DIRECTV U.S. completed several financing
transactions, which included $1.40 billion of borrowings under a
senior notes offering and approximately $1.23 billion of
borrowings under a $1.68 billion credit facility. Approximately
$2.56 billion of the proceeds from the financings were distributed
to HUGHES to repay $506 million of outstanding short-term debt and
to fund HUGHES' business plan through projected cash flow
breakeven.

Hughes Electronics Corporation is a unit of General Motors
Corporation. The earnings of HUGHES are used to calculate the
earnings attributable to the General Motors Class H common stock
(NYSE: GMH).

                         *     *     *

As reported in Troubled Company Reporter's April 11, 2003 edition,
Standard & Poor's Ratings Services revised its CreditWatch listing
on Hughes Electronics Corp. and related entities to positive from
developing following the company's announcement that News Corp.
Ltd., (BBB-/Stable/--) will acquire 34% of the company. The
ratings had been on CreditWatch developing, reflecting uncertainty
regarding Hughes' future ownership.

Following a review of Hughes' operating and financial prospects
under its new ownership structure, a ratings upgrade could occur
once the deal is completed. However, the magnitude of a
potential upgrade may be constrained in light of News Corp.'s
minority stake.

Ratings List:              To                   From

Hughes Electronics Corp.
   Corporate credit       B+/Watch Pos/--      B+/Watch Dev/--

DirecTV Holdings LLC
   Senior secured debt    BB-/Watch Pos/--
   Senior unsecured debt  B/Watch Pos/--

PanAmSat Corp.
   Corporate credit       B+/Watch Pos/--      B+/Watch Dev/--
   Senior secured debt    BB-/Watch Pos/--     BB-/Watch Dev/--
   Senior unsecured debt  B-/Watch Pos/--      B-/Watch Dev-


IMAGING TECHNOLOGIES: Delays Form 10-K Filing By One Week
---------------------------------------------------------
Imaging Technologies Corporation (OTC Bulletin Board: IMTO)
announced that will file its Form 10-K for the year ended June 30,
2003 during the week of October 20, 2003 -- approximately one week
late.

Investors and shareholders are advised that it is likely that the
Company's trading symbol on the NASD Electronic Bulletin Board
will have an "e" designation due to the late filing.

"The delay in issuing our Annual Report on Form 10-K is due to
recent changes in our independent accountants," said Brian Bonar,
ITEC Chairman and CEO.  "ITEC's current independent accountants,
appointed in September, expect to complete their work within the
next week.  However, the Company's prior auditors must also review
the document, prior to its filing with the SEC," he explained.

SEC requirements require the Form 10-K to be reviewed by
independent accountants for three years (current plus two prior
years).  ITEC's 10-K will undergo review from the three
independent accounting firms that have served ITEC over the past
several years.

As reported in ITEC's filing for the extension to file this Form
10-K, the Company anticipates that it will report lower gross
revenues for the year ended June 30, 2003 as compared with the
prior year because of lower product sales related to changes in
business strategy.  Revenues are estimated to be $4 million, most
of which was realized in the 4th quarter.

The Company also anticipates a substantial reduction in its net
loss as compared to the prior year period.  The Company expects to
report a net loss of less than $5 million compared to a prior year
loss of $13.7 million.

               About Imaging Technologies Corp.

Imaging Technologies Corporation (OTC Bulletin Board: IMTO) was
founded in 1982. Headquartered in San Diego, California, the
Company produces and distributes imaging products and provides a
variety of professional services related to human resources to
businesses.

ITEC's SourceOne and EnStructure subsidiaries are professional
employer organizations that provide a variety of personnel and
human resources services to small- to medium-sized businesses.

The Company owns controlling interest in Quik Pix, Inc.
(Pink Sheets: QPIX), a leading visual marketing support firm
located in Buena Park, California.  The company's patented
PhotoMotion(TM) is a unique color medium of multi-image
transparencies.  The process uses existing originals to create the
illusion of movement, and allows for three to five distinct images
to be displayed with an existing lightbox.

ITEC's imaging products include its proprietary suite of software
applications -- ColorBlind(R) -- which is devoted to color
management for desktop and commercial printing and graphic arts.

The Company owns a controlling interest in Greenland Corporation.
Greenland's ExpertHR subsidiary provides professional employer
services (PEO) to niche markets.  Greenland's Check Central
subsidiary is an information technology company that has developed
the Check Central Solutions' transaction processing system
software and related MAXcash(TM) Automated Banking Machine(TM)
(ABM(TM)) kiosk designed to provide self-service check cashing and
ATM-banking functionality.  Greenland's common stock trades on the
OTC Bulletin Board under the symbol GRLC.

Information on the Company and its subsidiaries is available at
the ITEC Web site at http://www.itec.net

                          *   *   *

As reported in the Troubled Company Reporter's September 17, 2003
edition, Stonefield Josephson's audit report on the financial
statements of the Company as of June 30, 2002 expressed its
uncertainty as to the Company's ability to continue as a going
concern.  They cited recurring losses from operations, the
Company's working capital deficiency, and limited cash resources.
These circumstances were also present in the financial statements
of the Company as of March 31, 2003 and in financial statements
for several consecutive reporting periods. The Company expects
that this condition will be reported in its audited financial
statements for the fiscal year ended June 30, 2003. PMBC has been
engaged to perform the audit for this fiscal year ended June 30,
2003.


IMAX CORP: S&P Ups Corp. Credit Rating to CCC+ & Outlook Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on IMAX Corp. to 'CCC+' from 'CCC' and removed the rating
from CreditWatch due to IMAX's stabilizing operating results and
reduced risk of near-term default.

The outlook is positive. The New York, New York-headquartered firm
has about $170 million in debt.

"The ratings reflect the limited size and uncertain long-term
growth potential of IMAX's niche market, and the company's still
high debt leverage, weak operating results, and thin liquidity,"
said Standard & Poor's credit analyst Steve Wilkinson. He added,
"The ratings also consider IMAX's position as the dominant
provider of giant screen projection, camera, and sound systems;
the recurring revenue provided by the installed base of about 237
leased IMAX theater systems; and a measure of near-term earnings
visibility provided by the company's backlog of pending system
installations."

IMAX's operating results improved in 2002 and appear to have
stabilized due to: restructuring actions to reduce its costs; a
modest rebound in lease signings and system installations; the
disposal of its unprofitable and cash consuming DPI subsidiary in
2001; and the relative success of certain films on its circuit,
including some mainstream offerings. System signings and
installations are expected to increase somewhat in 2003, but
remain well below the levels achieved in 1999.

IMAX's risk of near-term default has been significantly reduced,
largely because it was able to repurchase about 90% of its April
2003 debt maturities at a substantial discount in privately
negotiated transactions. The company has since retired $30 million
debt by exchanging these notes, at approximately par value, for
common stock. In total, IMAX has reduced its debt by 43% during
the past two years. IMAX's continued focus on debt reduction is
important because leverage remains high at almost 7x and
discretionary cash flow is only narrowly positive. IMAX does not
have any debt maturities until Dec. 1, 2005.


IMMUNE RESPONSE: Commences Private Offering to Raise $12 Mil.
-------------------------------------------------------------
The Immune Response Corporation (Nasdaq: IMNR) announced that it
has entered into agreements to sell through a private placement
approximately 6.0 million shares of common stock at $2.02 per
share to a number of unaffiliated institutional investors,
for approximately $12 million in gross proceeds.  Investors will
also receive five-year warrants to purchase an aggregate of
approximately 3 million shares of common stock at $3.32 per share.
Proceeds from the financing are expected to be used to fund the
Company's ongoing activities with REMUNE(R), an immune-based
therapeutic vaccine being evaluated in Phase II clinical
studies for treatment of HIV, the virus that causes AIDS, as well
as the Company's program to develop a new HIV vaccine candidate
with broader therapeutic and prophylactic properties.

Rodman & Renshaw, Inc. served as the exclusive placement agents
for the transaction.  The offering was made to accredited
investors only.

      About The Immune Response Corporation and REMUNE(R)

The Immune Response Corporation is a biopharmaceutical company
dedicated to treating and preventing HIV and AIDS through the
development of immune-based therapeutic vaccines such as REMUNE,
its lead product candidate.  The Company was co-founded by medical
pioneer Dr. Jonas Salk, who was instrumental in the formulation of
REMUNE, which is currently in Phase II clinical development.

HIV, the human immunodeficiency virus, is the virus that causes
AIDS, a condition that slowly destroys the body's immune system,
making it vulnerable to infections.  REMUNE is designed to induce
a specific immune response to the HIV virus.  It is comprised of
HIV-1 virus that has been chemically killed and inactivated so
that it is non-infectious, plus an adjuvant that helps enhance the
body's immune response to the virus.  More than 60 million people
have been infected with HIV since it was first recognized in 1981,
and approximately 40 million people around the world are living
with HIV today.

                          *     *     *

                  Liquidity and Going Concern

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

"The consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  The Company
has operating and liquidity concerns due to historically reporting
significant net losses and negative cash flows from operations. As
of March 31, 2003 and December 31, 2002, the Company had a working
capital deficiency of $2.4 million and working capital of $1.0
million, respectivley, and an accumulated deficit of $263.0
million and $257.8 million, respectively.

"On March 28, 2003, we issued to Cheshire Associates, an affiliate
of one of our directors and principal stockholder, Mr. Kevin
Kimberlin, a short-term convertible promissory note in the amount
of $2.0 million, bearing interest at the rate of 8% per annum.  We
anticipate that the proceeds from the issuance of the March Note
will be sufficient to fund our planned operations, excluding
capital improvements and new clinical trial costs, only through
May 2003.  The March Note is convertible into either 1,626,016
shares of our common stock at a price of $1.23 per share (which
was the closing price of our common stock on March 27, 2003) or an
equal amount of such other securities that the Company may offer
in the future by means of a private placement to 'accredited
investors.'

On May 15, 2003, we issued to Cheshire Associates, an affiliate of
one of our directors and principal stockholder, Mr. Kevin
Kimberlin, a short-term convertible promissory note in the amount
of $1.0 million, bearing interest at the rate of 8% per annum.  We
anticipate that the proceeds from the issuance of the May Note
will be sufficient to fund our planned operations, excluding
capital improvements and new clinical trial costs, only into early
June 2003.  The May Note has a convertible feature still to be
determined in good faith negotiation prior to the 120-day
maturity.

"Notwithstanding the issuances of the March and May Notes, we will
continue to have limited cash resources.  Although our management
recognizes the imminent need to secure additional financing and
currently is negotiating with certain third parties the terms and
conditions of potential financing transactions, including the
private placement transaction described in the immediately
preceding paragraph, there can be no assurance that we will be
successful in consummating any such transaction or, if we do
consummate such a transaction, that the terms and conditions of
such financing will not be unfavorable to us.  The failure by us
to obtain additional financing before early June 2003, will have a
material adverse effect on us and likely result in our inability
to continue as a going concern.  As a result, our independent
auditors have concluded that there is substantial doubt as to our
ability to continue as a going concern for a reasonable period of
time, and have modified their report in the form of an explanatory
paragraph describing the events that have given rise to this
uncertainty regarding our 2002 annual consolidated financial
statements.

"These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern.  The
consolidated financial statements do not include any adjustments
relating to the recoverability and classification of asset
carrying amounts or the amount and classification of liabilities
that might result should the Company be unable to continue as a
going concern."


IMPATH INC: Retains Asante Partners as Investment Advisors
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave its stamp of approval to retain Asante Partners LLC as
investment advisors of Impath Inc., and its debtor-affiliates.

The Debtors have selected Asante Partners as their investment
advisors because of Asante Partner's vast experience in providing
investment banking and strategic advisory services to leading
companies throughout the healthcare industry, with particular
expertise in mergers and private equity financings. Asante
Partners is engaged in virtually all sectors of the healthcare
industry and possesses expertise in multiple niche markets
relevant to the Debtors' businesses, including pharmaceuticals,
medical technology, devices, biotechnology, drug delivery systems,
services, information technology and diagnostics. Asante Partner's
focus on healthcare has enabled it to develop significant industry
relationships, which will enable Asante Partner's professionals to
better calibrate transaction strategies for the Debtors.

In this retention, Asante Partners will:

     i) advice and services related to market positioning;

    ii) identification and analysis of the optimal buyer
        universe, process and timing of a transaction;

   iii) preparation of an information memorandum;

    iv) development of management presentations;

     v) general market and industry analyses; and

    vi) preparation and analyses of other related materials.

In return of the services rendered, Asante Partners will be
compensated with:

     a) a Strategic Evaluation Fee of $25,000;

     b) a Transaction Fee of $600,000, plus 2% of any
        consideration above $25 million received or to be
        received in connection with the Transaction.

S. Jennifer Lloyd, managing member and Managing Director of Asant,
Partners adds that the Debtors also agree to reimburse them of the
necessary out-of-pocket expenses they have incurred while
undertaking their tasks as investment advisors.

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


INSITE VISION: AMEX Accepts Continued Listing Plan
--------------------------------------------------
InSite Vision Incorporated (Amex: ISV) -- an ophthalmic
therapeutics, diagnostics and drug- delivery company -- announced
that as of October 7, 2003 the American Stock Exchange (AMEX)
accepted the Company's plan to regain compliance with the AMEX's
continued listing standards, and subject to certain conditions,
will continue InSite Vision's listing until December 19, 2004.

On June 19, 2003, InSite Vision received notice from the AMEX
staff indicating that the Company was below certain of the
Exchange's continued listing standards.  Specifically, the Company
does not meet Section 1003(a)(i) as it has shareholders' equity of
less than $2,000,000 and losses from continuing operations in two
of its three most recent fiscal years; Section
1003 (a)(ii) as it has shareholders' equity of less than
$4,000,000 and losses from continuing operations in three of its
four most recent fiscal years; and Section 1003(a)(iv) of the AMEX
"Company Guide."  The Company was afforded the opportunity to
submit a plan of compliance to the AMEX.  InSite Vision submitted
a plan to the Exchange on July 21, 2003 and a subsequent amendment
on September 19, 2003.

InSite Vision will be subject to periodic review by AMEX staff
during the extension period.  Failure to make progress consistent
with the plan or to regain compliance with the continued listing
standards by the end of the extension period could result in the
Company being delisted from the AMEX.

InSite Vision, whose March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $700,000, is an ophthalmic
products company focused on glaucoma, ocular infections and
retinal diseases.  In the area of glaucoma, the Company conducts
genomic research using TIGR and other genes.  A portion of this
research has been incorporated into the Company's OcuGene(R)
glaucoma genetic test for disease management, as well as ISV-205,
its novel glaucoma therapeutic.  ISV-205 uses InSite Vision's
proprietary DuraSite(R) drug- delivery technology, which also is
incorporated into the ocular infection products ISV-401 and ISV-
403, and InSite Vision's retinal disease program. Additional
information can be found at http://www.insitevision.com


INTEGRATED HEALTH: IHS Liquidating Asks for Lease Time Extension
----------------------------------------------------------------
Over the course of these Chapter 11 cases, Integrated Health
Services, Inc., and its debtor-affiliates obtained Court orders
rejecting certain Unexpired Leases, assuming certain Unexpired
Leases and assuming and assigning certain other Unexpired Leases
to third parties.  In connection with the Plan, the Debtors sought
and obtained the Court's authority to assume certain Unexpired
Leases, subject to and conditioned upon the occurrence of the
Effective Date under the Plan.  With respect to all Unexpired
Leases which were not previously assumed or rejected or are not
the subject of a motion to assume or reject pending on the
Effective Date, the Plan provides for the "deemed" rejection of
those Unexpired Leases upon the occurrence of the Effective Date.
As there are still certain pending motions related to the
assumption of certain Unexpired Leases, IHS Liquidating LLC asks
the Court to extend the lease decision period to December 1, 2003
to ensure that the pending motions may be prosecuted to
completion.

The primary purposes of the Liquidating LLC are to liquidate the
Excluded Assets and Excluded Liabilities and make distributions
to creditors pursuant to the Plan.

According to Robert S. Brady, Esq., at Young Conaway Stargatt &
Taylor LLP, in Wilmington, Delaware, the requested extension will
promote the Debtors' ability to orderly and effectively finalize
the lease assumption process.

The Court will convene a hearing on November 4, 2003 to consider
the IHS Liquidating's request.  By application of Del.Bankr.LR
9006-2, the lease decision period is automatically extended
through the conclusion of that hearing. (Integrated Health
Bankruptcy News, Issue No. 65; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


INTERDENT: Equity Extinguished & SEC Reporting Terminates
---------------------------------------------------------
On the Effective Date of the reorganization of Interdent, Inc.,
all of the Company's existing equity was extinguished and, as a
result, the Company experienced a reduction in the number of
shareholders of the Company's common stock to below 300. The
Company has made the appropriate filings with the Securities and
Exchange Commission to terminate its filing obligations under the
Securities Exchange Act of 1934, as amended.


INTERNET CAPITAL: Nasdaq Grants Continued Listing Status
--------------------------------------------------------
Internet Capital Group, Inc. (Nasdaq: ICGE) announced its receipt
of notice from the Nasdaq Stock Market regarding the continuation
of its listing status on the Nasdaq SmallCap Market.  Based upon
the Company's compliance with all SmallCap Market initial listing
standards (other than the minimum bid price requirement), the
Nasdaq Listing Qualifications Panel has granted ICG an exception
to the bid price requirement through December 1, 2003, to allow
for further developments in the SEC rulemaking process.  Pursuant
to the terms of the amended rule change proposal described below,
the Panel also indicated its potential willingness to further
extend the Company's exception to no later than April 24, 2004, if
the Company has not regained compliance by December 1, 2003.
Nonetheless, the Panel has indicated that it will revisit ICG's
exception upon the SEC's adoption, amendment, or rejection of the
rule change proposal.

This decision by the Panel reflects the amended rule change
proposal submitted by the Nasdaq to the SEC on September 25, 2003.
Under the new rule change, SmallCap Market issuers may be afforded
two 180-day "grace periods" to remedy a minimum bid price
deficiency.  Upon expiration of the two 180-day "grace periods," a
SmallCap issuer would then be eligible for a third
compliance period, up to its next annual meeting (but no later
than two years from the initial notice of bid price deficiency),
provided it met all of the SmallCap Market's initial listing
requirements, other than bid price, and provided the issuer
"commits to seek shareholder approval for a reverse stock split to
address the bid price deficiency at or before its next annual
meeting, and to promptly thereafter effect the reverse stock
split; and the shareholder meeting to seek such approval is
scheduled to occur no later than two years from the original
notification of bid price deficiency."

At June 30, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $93 million, as compared to
a deficit of about $52 million six months ago.

Internet Capital Group, Inc. -- http://www.internetcapital.com--
is an information technology company actively engaged in
delivering software solutions and services designed to enhance
business operations by increasing efficiency, reducing costs and
improving sales results. ICG operates through a network of partner
companies that deliver these solutions to customers. To help drive
partner company progress, ICG provides operational assistance,
capital support, industry expertise, access to operational best
practices, and a strategic network of business relationships.
Internet Capital Group is headquartered in Wayne, Pa.


I-STAT CORPORATION: 3rd Quarter Conference Call Set for Oct. 23
---------------------------------------------------------------
i-STAT Corporation (Nasdaq: STAT) announces the following Webcast:

  What: i-STAT Corporation 3rd Quarter Conference Call

  When: October 23, 2003 @ 10:30 a.m. Eastern

  Where:
     http://www.firstcallevents.com/service/ajwz390986118gf12.html

  How: Live over the Internet -- Simply log on to the web at the
       address above.

Contact: Jeff Randall, Chief Financial Officer, (609) 469-0205,
         jeff.randall@i-stat.com, Fax: (609) 443-9310

If you are unable to participate during the live webcast, the call
will be archived at http://www.i-stat.com

i-STAT Corporation, whose June 30, 2003 balance sheet shows a
total shareholders' equity deficit of about $33 million, develops,
manufactures and markets diagnostic products for blood analysis
that provide health care professionals critical diagnostic
information accurately and immediately at the point of patient
care. Through the use of advanced semiconductor manufacturing
technology, established principles of electrochemistry and state-
of-the-art computer electronics, i-STAT developed the world's
first hand-held automated blood analyzer capable of performing a
panel of commonly ordered blood tests on two or three drops of
blood, generally in just two to three minutes at the patient's
side.

As of June 30, 2003, i-STAT had approximately $29.2 million in
cash, cash equivalents and total marketable securities, an
increase of $2.1 million over the balance on December 31, 2002.
During the first half of 2003, the Company recorded net cash
provided by operating activities of $3.2 million, $2.0 million of
which can be attributed to a marketing support payment received
from the Company's Japanese marketing partner, FUSO
Pharmaceuticals, Ltd.


KAISER: Seeks to Further Extend Removal Period to May 12, 2004
--------------------------------------------------------------
The Kaiser Aluminum Debtors ask the Court to further extend their
deadline to remove pending actions pursuant to Section 1452 of the
Judiciary Procedures Code and Rule 9027 of the Federal Rules of
Bankruptcy Procedure to the later of:

   -- May 12, 2004, or

   -- 30 days after an order is entered terminating the automatic
      stay with respect to a particular action sought to be
      removed.

Kaiser Aluminum & Chemical Corporation has been named as a
defendant in a significant number of product liability lawsuits
relating to asbestos.  As of the Petition Date, the other Debtors
were also parties to other non-asbestos related civil actions
pending in multiple courts and tribunals.

Due to the number of Actions involved and the complex nature of
the Actions, the Debtors assert that they require more time to
determine which, if any, of the Actions should be removed and, if
appropriate, transferred to the District Court.  The Debtors
maintain that the requested extension will protect their valuable
right to economically adjudicate the lawsuits if the
circumstances warrant removal.

Absent an extension of the Removal Deadline, Kimberly D.
Newmarch, Esq., at Richards, Layton & Finger, in Wilmington,
Delaware, explains that the potential consolidation of the
Debtors' affairs into one court may be frustrated and the Debtors
may be forced to address these claims and proceedings in a
piecemeal fashion to the detriment of their creditors.

Ms. Newmarch assures the Court that the affected plaintiffs will
not be prejudiced with the requested extension because the
plaintiffs may not prosecute the Actions absent the lifting of
the automatic stay.

Judge Fitzgerald will convene a hearing on November 17, 2003 at
3:00 p.m. to consider the Debtors' request.  By application of
Del.Bankr.LR 9006-2, the removal period is automatically extended
through the conclusion of that hearing. (Kaiser Bankruptcy News,
Issue No. 33; Bankruptcy Creditors' Service, Inc., 609/392-0900)


LEAP WIRELESS: Panel Assigns U.S. Bank as Leap Creditor Trustee
---------------------------------------------------------------
Pursuant to the Leap Wireless Debtors' Fifth Amended Joint Plan,
the Official Committee of Unsecured Creditors designates U.S. Bank
National Association in Las Vegas, Nevada as the Leap Creditor
Trust Trustee.  The Committee reserves its right to supplement and
amend the Designation as appropriate in accordance with the
Federal Rules of Bankruptcy Procedure and the Plan. (Leap Wireless
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


LNR PROPERTY: Offering $275+ Million of New Senior Sub. Debt
------------------------------------------------------------
LNR Property Corporation (NYSE: LNR) announced that it expects to
offer at least $275 million of new ten year Senior subordinated
Notes to qualified institutional buyers in transactions that are
exempt from the registration requirements of the Securities Act of
1933 under SEC Rule 144A, or outside the United States in
accordance with SEC Regulation S.

LNR also announced that it expects to launch a tender offer for
all of its outstanding 10 1/2% Senior Subordinated Notes due 2009,
and to use at least a portion of the proceeds from the sale of the
new Senior Subordinated Notes to pay for the tendered 10 1/2%
Notes.  The terms and conditions of the tender
offer will be announced at a later time and will be contained in
an offer to purchase.  The tender offer will be conditioned upon
completion of the new Note offering.

LNR's 10 1/2% Notes first become redeemable on January 15, 2004.
LNR expects to redeem on that day all of the 10 1/2% Notes that
remain outstanding.  However, LNR is seeking to acquire as many as
possible of the 10 1/2% Notes before then, in order to minimize
interest costs.  LNR will use a portion of the proceeds from the
sale of the new Notes to pay the redemption price of the 10 1/2%
Notes that are still outstanding on January 15, 2004.

Because the new Notes will not be registered under the Securities
Act of 1933, they may not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirements of that Act. However, LNR anticipates
that at a future date it will register substantially identical
Notes under the Securities Act, and will offer to exchange
registered Notes for the Notes it offers under Rule 144A and
Regulation S.

LNR Property Corporation (S&P, BB+ and BB- Debt Ratings, Stable
Outlook) is a real estate investment, finance and management
company.


MCI/WORLDCOM: Issues August 2003 Monthly Operating Results
----------------------------------------------------------
MCI (WCOEQ, MCWEQ) filed its August 2003 monthly operating report
with the U.S. Bankruptcy Court for the Southern District of New
York. During the month of August, MCI recorded $2.010 billion in
revenue versus $2.116 billion in July 2003. Revenue results were
driven by fewer billed business days, declines in long- distance
volume and by the effect of termination settlement gains
recognized in July.

Operating income in August was $138 million versus $197 million in
July. The decrease in operating income was due primarily to fewer
billed business days in August, and by an increase in SG&A
expenses associated with outside services for the restatement and
audit efforts.

The Company had net income in August of $132 million compared to
net income of $207 million in July. This decrease was due to the
decrease in operating income and an increase in reorganization
expenses associated with contract rejections and creditor
settlements.

August reorganization items were $143 million versus $30 million
in July. During the restructuring process, certain business
activities will drive one- time costs that will be recognized in
the month in which they were incurred. These expenses are expected
to fluctuate from month-to-month as the Company implements its
cost reduction plans.

In August, MCI recorded capital expenditures of $52 million. MCI
ended August with $5.3 billion in cash on hand, an increase of
approximately $600 million from the beginning of the month.

"August demonstrated another month of strong network performance
levels and customer service support," said Bob Blakely, MCI chief
financial officer. "Our cash balances continued to grow and we
continued to make substantial progress on our financial audit and
restatements projects."

The financial results discussed in the August 2003 Monthly
Operating Report exclude the results of Embratel. Until MCI
completes a thorough balance sheet evaluation, the Company will
not issue a balance sheet or cash flow statement as part of its
Monthly Operating Report.

The Monthly Operating Reports are available on MCI's Restructuring
Information Desk at: http://global.mci.com/news/infodesk/

Based on current information and a preliminary analysis of its
ability to satisfy outstanding liabilities, MCI believes that when
it emerges from bankruptcy proceedings, its existing WorldCom and
Intermedia preferred stock and WorldCom group and MCI group
tracking stock issues will have no value.

                    About WorldCom, Inc.

WorldCom, Inc. (WCOEQ, MCWEQ), which currently conducts business
under the MCI brand name, is a leading global communications
provider, delivering innovative, cost-effective, advanced
communications connectivity to businesses, governments and
consumers. With the industry's most expansive global IP backbone,
based on the number of company-owned POPs, and wholly- owned data
networks, WorldCom develops the converged communications products
and services that are the foundation for commerce and
communications in today's market. For more information, go to
http://www.mci.com.


MCI/WORLDCOM: Names Nancy Higgins as Chief Ethics Officer
---------------------------------------------------------
MCI (WCOEQ, MCWEQ) announced the appointment of Nancy Higgins as
executive vice president of Ethics and Business Conduct and Chief
Ethics Officer reporting to Chairman and CEO Michael Capellas.
Higgins most recently served as vice president, Ethics and
Business Conduct for Lockheed Martin.  She will oversee MCI's
global ethics program and will be based in the company's corporate
headquarters in Ashburn, Va.

"Nancy brings a rare combination of direct experience in
developing and overseeing large-scale ethics programs, a proven
10-year track record for creating best practices and, most
importantly, an absolute passion for the job," said Capellas. "MCI
strives to be a model of good corporate governance with best-in-
class ethics compliance.  We are thrilled to welcome Nancy as the
latest addition to MCI's new executive leadership team."

MCI has taken significant steps to build a culture centered on
ethics and integrity, including:

     *  Ethics Training for MCI's 55,000 U.S.-based employees
        and contractors conducted in conjunction with New York
        University and the University of Virginia
     *  The Company's Code of Ethics & Business Conduct,
        enhanced and distributed to all employees
     *  A "Zero-Tolerance Policy" dictating that any suspected
        violation of MCI's Code of Ethics and Business Conduct
        will be fully investigated and dealt with immediately
     *  A confidential Ethics Hotline that allows employees to
        raise ethics or business conduct concerns
     *  An Ethics Pledge signed by the company's top 100
        executives committing to uphold the highest standards of
        ethics and integrity, as well as transparency in
        financial reporting
     *  A new set of 10 "Guiding Principles" designed to serve
        as the foundation for MCI's environment of ethical
        conduct and corporate transparency

"I'm proud to have the opportunity to play a key role in the
development and implementation of MCI's ethics and corporate
governance initiatives," said Higgins.  "I have spent a
significant portion of my professional career designing and
implementing ethics programs and I look forward to building on
the solid foundation already put in place by MCI's new management
team."

During her tenure at Lockheed Martin, Higgins was credited with
revitalizing an established business ethics program, including
enhancements to meet new requirements of Sarbanes-Oxley and SEC
rules.

Prior to that, Higgins was a senior corporate attorney with The
Boeing Company, where she managed complex litigation, conducted
major internal investigations, counseled the Board of Directors on
special litigation matters, provided legal support to the company
ethics and self-governance functions, and served as director of
Corporate Ethics Policy.  She headed Boeing's first company-wide
Ethics and Business Conduct organization, which had a charter to
develop a values-based ethics and compliance oversight program.

Higgins also designed the ethics program for the new company
formed from Boeing's acquisition of McDonnell Douglas in 1997.

Higgins received her bachelors degree from Western Washington
State University, graduating with honors in 1973.  She earned her
law degree in 1976 from the University of Washington School of
Law.  Higgins also successfully completed an Advanced Management
Programme in 1998 from INSEAD, the international business school
in Fontainebleau, France.

                     About WorldCom, Inc.

WorldCom, Inc. (WCOEQ, MCWEQ), which currently conducts business
under the MCI brand name, is a leading global communications
provider, delivering innovative, cost-effective, advanced
communications connectivity to businesses, governments and
consumers. With the industry's most expansive global IP backbone,
based on the number of company-owned POPs, and wholly- owned data
networks, WorldCom develops the converged communications products
and services that are the foundation for commerce and
communications in today's market. For more information, go to
http://www.mci.com.


MERCURY AIR: Needs More Time to Complete Annual Report
------------------------------------------------------
Mercury Air Group, Inc. (Amex: MAX; PCX) announced that it has
informed the American Stock Exchange that the Company will delay
the filing of its Annual Report on Form 10-K for its fiscal year
ended June 30, 2003.  The Company and its new auditors,
PricewaterhouseCoopers, LLP, (PWC) have not yet completed the
audit and preparation of the Company's financial statements for
the fiscal year. The Company does not believe that the continuing
audit indicates any underlying weaknesses in the Company's
financial condition or prospects.

On September 30, 2003, the Company filed with the Securities and
Exchange Commission (SEC) a Notification of Late Filing on Form
12B-25 in which the Company said it would file its Annual Report
on Form 10-K for fiscal year 2003 by October 14, 2003 after
completion of a review related to a proposed retroactive rent
increase for one of the Company's warehouse facilities located at
the Los Angeles International Airport and the related accounting
and disclosures surrounding that increase.  Although the review of
that issue has been satisfactorily resolved, PWC and the Company
require additional time to review other financial reporting
issues.

The Company is reviewing its accounting related to the December
31, 2001 sale-leaseback transaction for its Los Angeles corporate
headquarters building with CFK Realty Partners, LLC (CFK Realty),
a wholly owned subsidiary of CFK Partners, the Company's largest
shareholder.  If the accounting treatment is revised, the Company
may be required to consolidate CFK Realty's financial statements
with its own, resulting in reporting the Company's original net
book value of the land and building as an asset of the Company and
the mortgage on the property being treated as debt of the Company.
The Company and PWC have not completed their review of the issue.

As a result of not filing audited financial statements with the
SEC, the Company will be in default under its credit arrangements.
The Company has informed its lenders of the default.  The Company
does not believe the default will have any immediate impact on its
liquidity or capital resources.

On October 15, 2003, the Company plans to file with the SEC a Form
8-K, providing additional financial information l regarding the
effects of the possible change in the accounting treatment for the
2001 sale-leaseback transaction.

                     About Mercury Air Group

Los Angeles-based Mercury Air Group (Amex: MAX; PCX) provides
aviation petroleum products, air cargo services and
transportation, and support services for international and
domestic commercial airlines, general and government aircraft and
specialized contract services for the United States government.
Mercury Air Group operates four business segments worldwide:
Mercury Air Centers, Inc., MercFuel, Inc., Maytag Aircraft
Corporation and Mercury Air Cargo, Inc.  For more information,
please visit http://www.mercuryairgroup.com


METALDYNE CORP: Offering $100 Million of Senior Notes Due 2013
--------------------------------------------------------------
Metaldyne Corporation announced that it intends to offer $100
million of senior notes due 2013. The senior notes will be
guaranteed on a senior basis by each of Metaldyne Corporation's
domestic subsidiaries that is a guarantor or direct borrower under
their credit facility.  The net proceeds from the senior  notes
offering are anticipated to be used, along with additional cash on
hand, to repay the balance of $98.5 million aggregate principal
amount of Metaldyne's outstanding 4.5% subordinated debentures due
2003.

The senior notes will be offered in a private offering to
qualified institutional buyers under Rule 144A and to persons
outside the United States under Regulation S.  The senior notes
will not be registered under the Securities Act of 1933, as
amended, and unless so registered, may not be offered or sold in
the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws.

Metaldyne is a leading global designer and supplier of metal-based
components, assemblies and modules for transportation-related
powertrain and chassis applications including engine,
transmission/transfer case, wheel-end and suspension, axle and
driveline, and noise and vibration control products to the motor
vehicle industry.  The company serves the automotive segment
through its Chassis, Driveline & Transmission, and Engine Group.

Headquartered in Plymouth, Mich., Metaldyne (S&P, BB- Corporate
Credit Rating) has annual revenues of $1.5 billion.  The company
employs over 7,250 employees at over 50 facilities in 11
countries.

For more information, please visit http://www.metaldyne.com


MIRANT: FERC & Potomac Want District Court to Hear Arguments
------------------------------------------------------------
The Federal Energy Regulatory Commission and Potomac Electric
Power Company ask the United States District Court for the
Northern District of Texas to:

   (a) withdraw the reference to the Bankruptcy Court of the
       Adversary Proceeding the Mirant Corp. Debtors filed against
       them in the Bankruptcy Court; and

   (b) withdraw the reference to the Bankruptcy Court of the
       Motion to Reject the "Back-to-Back" Agreement with PEPCO.

Andrea L. Niedermeyer, Esq., at Stutzman Bromberg Esserman &
Plifka PC, in Dallas, Texas, notes that the Adversary Proceeding
and the Rejection Motion require consideration of both the
Bankruptcy Code and of the Federal Energy Regulatory Commission's
jurisdiction under the Federal Power Act.  As a result, the
reference must be withdrawn.

The U.S. District Court for the Northern District of Texas has
previously established that standards for consideration of a
motion to withdraw.  In United States Gypsum Co. v. National
Gypsum Co. (In re National Gypsum Co.), 145 B.R. 539, 541-42
(N.D. Tex. 1992), "the Court held that withdrawal of the
reference is mandatory under the second sentence of Section
157(d) [of the Judiciary Procedures Code] when (1) the proceeding
involves a substantial and material consideration of both the
Bankruptcy Code and non-Bankruptcy Code federal law; (2) the non-
Bankruptcy Code federal law has more than a de minimis effect on
interstate commerce; and (3) the motion for withdrawal of the
reference is timely filed.

Ms. Niedermeyer contends that the three criteria for withdrawal
are satisfied:

   (1) Resolution of both the Adversary Proceeding and the
       Rejection Motion involves consideration of both the
       Debtors' request for authority to reject an executory
       contract, a question under Section 365 of the Bankruptcy
       Code, and FERC's jurisdiction over agreements for the
       sale of electric energy at wholesale in interstate
       commerce, a question arising under the Federal Power Act;

   (2) The Federal Power Act and FERC's jurisdiction necessarily
       will have more than a de minimis effect on interstate
       commerce in this case.  The Debtors already contend that
       the arrangements at issue are substantial, and can hardly
       be said to have a de minimis impact on the affected
       parties, including the Debtors, PEPCO, which serves the
       electric customers in Maryland and the District of
       Columbia, and FERC; and

   (3) The request to withdraw the reference is timely; it was
       filed within eight days after the Adversary Proceeding and
       the Rejection Motion were filed. (Mirant Bankruptcy News,
       Issue No. 9; Bankruptcy Creditors' Service, Inc., 609/392-
       0900)


MITEC: Completes Sale/Leaseback Agreement for Montreal Facility
---------------------------------------------------------------
Mitec Telecom Inc. (TSX: MTM) announced that it has concluded the
sale/leaseback agreement for its real estate asset located at 9000
Trans Canada Highway in Montreal. The facility, which houses the
Company's primary manufacturing center, was purchased by 2946-
8980 Quebec Inc., a subsidiary of Hydro-Quebec's pension fund for
gross proceeds of $6.9 million. Of that total, $3.3 million was
paid in cash. The balance will be realized in the form of free
rent for a period of five years.

"This agreement marks another significant step in our drive to
dramatically reduce Mitec's debt obligations. The proceeds of the
sale/leaseback will allow us to pay our Sun Life Financial
(Clarica) debt in its entirety, and the balance will be used to
accelerate the reduction of our term debt with CIBC," said Keith
Findlay, Mitec's Executive Vice President, Finance and Chief
Financial Officer.

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

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


MORGAN STANLEY: Fitch Ups Ratings on Ser. 1999-WF1 Note Classes
---------------------------------------------------------------
Fitch Ratings upgrades Morgan Stanley Capital I Inc.'s commercial
mortgage backed securities, series 1999-WF1, as follows:

        -- $48.4 million class B to 'AAA' from 'AA';
        -- $43.6 million class C to 'AA' from 'A';
        -- $9.7 million class D 'A+' from 'A-';
        -- $29.1 million class E to 'A' from 'BBB';
        -- $16.9 million class F to 'BBB+' from 'BBB-';
        -- $9.7 million class G to 'BBB' from 'BB+';
        -- $19.4 million class H to 'BB+' from 'BB';
        -- $7.3 million class J to 'BB' from 'BB-'.

In addition, Fitch affirms the following classes:

        -- $164.7 million class A-1 'AAA';
        -- $476.8 million class A-2 'AAA';
        -- Interest only class X 'AAA'.

Fitch does not rate classes K through O.

The upgrades reflect the continued strong performance of the pool
and the 11% reduction in collateral balance since issuance.

Wells Fargo, as master servicer, collected year-end 2002 operating
statements for 82% of the pool by balance. For those loans the
weighted average DSCR is 1.91 times, an increase from 1.63x at
issuance. One loan (0.11%) is 90 days delinquent and in special
servicing. The loan transferred to special servicing due to
monetary default and is expected to be resolved through a note
sale.

Fitch will continue to monitor this transaction, as surveillance
is ongoing.


NALCO CO.: S&P Assigns BB- Corporate Credit Rating
--------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Naperville, Illinois-based Nalco Co. At the same
time, Standard & Poor's assigned its 'B' rating to both the
company's proposed $900 million of senior notes due 2011 and $900
million of senior subordinated notes due 2013.

In addition, a 'BB' rating is assigned to a planned $1.65 billion
of senior secured credit facilities. The outlook is stable.

The overall creditworthiness of Nalco Co. reflects a strong
competitive position in water treatment and process chemicals,
solid operating margins, and stable cash flows, overshadowed by
very aggressive debt leverage. "During the next several years,
management is expected to use virtually all discretionary cash
generation for debt reduction, thus aiding the necessary
strengthening of key financial ratios to appropriate levels for
the initial ratings," said Standard & Poor's credit analyst
Wesley E. Chinn.

Nalco's credit quality reflects its position as a global leader in
providing water treatment and process improvement services,
chemicals and equipment programs for industrial and institutional
applications. It is focused on value-added offerings that are
technology- and service-intensive, and a well-established,
defensible business position underpins a solid track record of
revenues and operating profitability. Even when key end markets
experience cyclical downturns, overall operating margins do not
falter significantly, indicating the resilience of this specialty
chemicals business. On the other hand, revenue and earnings
prospects are tempered by the maturity of certain markets, such as
the water management services and paper industry in North America,
and energy services in North America and Western Europe.


NAT'L CENTURY: Poulsen, et al., Want $17 Million Sequestered
------------------------------------------------------------
Phillip J. Jones, Esq., at Wilkins, Frohlich, Jones, Hevia,
Russell & Sutter, in Port Charlotte, Florida, recounts that Lance
Poulsen had an employment contract with the National Century
Debtors where he was employed to be Chairman and President of
National Century Financial Enterprises, Inc.  In 1995, to induce
Mr. Poulsen, as well as other key employees, to remain as their
employees, the Debtors created a separate and distinct fund for
the payment of certain incentives and obligations to Mr. Poulsen
and the other key employees.

In July 2002, to fund the payment of the incentives and
obligations, the Debtors sold 1,325 shares of Series B Preferred
Stock raising $17,000,000.  The funds were placed in a segregated
account with Huntington National Bank to be maintained by the
Debtors solely for the benefit of Mr. Poulsen and other key
employees.  However, since the Petition Date, the Debtors claimed
these funds to be assets of the corporation.

Accordingly, Mr. Poulsen asks the Court to enter a declaratory
judgment declaring that the funds are not assets of the Debtors
but merely being held by the Debtors for the benefit of Mr.
Poulsen and others. (National Century Bankruptcy News, Issue No.
24; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NATIONAL EQUIPMENT: Prepetition Claims Bar Date Set for Oct. 20
---------------------------------------------------------------
Creditors holding prepetition claims against National Equipment
Services, Inc., and its debtor-affiliates are directed by the U.S.
Bankruptcy Court for the Northern District of Illinois to file
their proofs of claim against the Debtors on or before
October 20, 2003, or be forever barred from asserting their
claims.

All proof of claim forms should be filed with the Debtors' Claims
Agent, Kurtzman Carson Consultants LLC, before 5:00 p.m. (Central
Time) on Oct. 20.  Claim forms must be delivered to:

        NES Claims Processing
        c/o Kurtzman Carson Consultants LLC
        5301 Beethoven Street, Suite 102
        Los Angeles, CA 90066

National Equipment Services, headquartered in Evanston, Illinois,
rents specialty and general equipment to industrial and
construction end users. The Company filed for chapter 11
protection on June 27, 2003 (Bankr. N.D. Ill. Case No. 03-27626).
James A. Stempel, Esq., at Kirkland & Ellis, represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed debts and assets of
over $100 million each.


NEW CENTURY: Long-Term Counterparty Credit Gets S&P's BB- Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its long-term
counterparty credit rating of 'BB-' to Irvine, California-based
New Century Financial Corp. Concurrently, a 'B+' senior unsecured
debt rating was assigned to New Century's $210 million convertible
senior notes due 2008, issued pursuant to Rule 144A under the
Securities Act of 1933, as amended.

"The ratings reflect New Century's improved cash flows and income,
adequate liquidity, and reasonable leverage," said Standard &
Poor's credit analyst Steven Picarillo.

Additional factors include the company's position in the nonprime
residential mortgage market and minimal interest rate risk.
Offsetting these factors are New Century's limited history of
stable earnings, the company's dependency on wholesale funding,
rapid growth in the business, the transactional nature of revenue,
the company's monoline business profile, and the high level of
residual assets on its balance sheet.

New Century, through its subsidiaries, originates, sells, and
services nonprime residential mortgages. As one of the country's
top five originators of residential nonprime loans, New Century is
well positioned within its marketplace.

"Profitability measures have improved significantly over the past
two years as the result of strong loan volume, good execution, and
low cost of funds. Nonetheless, the company has a limited history
of stable operating performance and profitability," Mr. Picarillo
said.

The stable outlook is based on continued favorable financial
performance, maintaining appropriate leverage, and New Century's
focus on reducing the residual assets on its balance sheet. The
outlook also incorporates the expectation that the company will be
able to adjust its business to adapt to any changes in
originations activity.


NEXTERA: Shareholders to Convene in Massachusetts in November
-------------------------------------------------------------
A Special Meeting of Stockholders of Nextera Enterprises, Inc., a
Delaware corporation, will be held at the Charles Hotel & Harvard
Square, 1 Bennett Street, Cambridge, MA 01238 on a date in
November yet to be announced.  The Special Meeting is being called
for the following purposes:

    1.     To consider and vote upon the approval of an Asset
Purchase Agreement, dated September 25, 2003, between FTI
Consulting, Inc., LI Acquisition Company, LLC, Nextera
Enterprises, Inc., Lexecon Inc., CE Acquisition Corp. and ERG
Acquisition Corp., pursuant to which Lexecon, CE Acquisition and
ERG Acquisition, will sell substantially all of their assets used
in their business to LI Acquisition Company, LLC.

    2.     To transact such other business as may properly come
before the Special Meeting or any continuation, adjournment or
postponement thereof, including, if submitted to a vote of
stockholders, a motion to adjourn or postpone the meeting to
another time and/or place for the purpose of soliciting additional
proxies.

Nextera's Board of Directors has determined that the Asset Sale
Proposal is advisable and in the best interest of the Company and
the best interest of its stockholders and has directed that it be
submitted to the stockholders for their approval. Nextera's Board
of Directors unanimously recommends a vote FOR the Asset Sale
Proposal.

The Board of Directors has yet to fix a close of business date as
the record date for the determination of stockholders entitled to
notice of, and to vote at, this Special Meeting and at any
continuation, adjournment or postponement thereof.

                            *   *   *

                 Liquidity and Capital Resources

In its SEC Form 10-Q for the quarter ended March 31, 2003, Nextera
Enterprises reported:

"Consolidated working capital was $6.1 million on March 31, 2003,
compared to a working capital of $5.2 million on December 31,
2002. Included in working capital were cash and cash equivalents
of $0.6 million and $1.6 million on March 31, 2003 and
December 31, 2002, respectively.

"Net cash used in operating activities was $8.4 million for the
three months ended March 31, 2003. The primary components of net
cash used in operating activities was an increase of $5.0 million
of prepaid and other assets (relating to Messrs. Fischel and
Carlton's non-compete agreements), an increase of $4.4 million of
accounts receivable, a $1.6 million decrease of accounts payables
and accrued expenses (primarily bonus payments), and a net loss of
$3.1 million. These cash outflows were offset in part by $5.2
million of non-cash items relating to depreciation, provision for
doubtful accounts, amortization of non-compete agreements, non-
cash compensation charges, and interest paid-in-kind.

"Net cash provided by investing activities was $2.6 million for
the three months ended March 31, 2003, almost entirely
representing decreases in restricted cash.

"Net cash provided by financing activities was $4.8 million for
the three months ended March 31, 2003. The primary component of
net cash provided by financing activities was $5.0 million of
borrowings under the Company's Senior Credit Facility.

The Company's primary sources of liquidity are cash on hand,
restricted cash (for bonus payments only) and cash flow from
operations. The Company believes that if it is successful in
reducing its current days sales outstanding level and achieving
its forecasted profitability, it will have sufficient cash to meet
its operating and capital requirements for the next twelve months.
However, there can be no assurances that the Company's actual cash
needs will not exceed anticipated levels, that the Company will
generate sufficient operating cash flows, by reducing its current
days sales outstanding level and achieving its forecasted
profitability, to fund its operations in the absence of other
sources or that acquisition opportunities will not arise requiring
resources in excess of those currently available. In particular,
the Company has the option of extending the employment and non-
compete agreements with Messrs. Fischel and Carlton from their
current expiration of July 16, 2003 to January 15, 2004. In order
to exercise such option, the Company must pay Messrs. Fischel and
Carlton an aggregate amount of approximately $3.5 million,
including interest, on or before July 15, 2003 and an aggregate
amount of approximately $1.6 million, plus interest at 3.5% per
annum from January 15, 2003 through the date paid, within five
days of collection of a specified receivable but in no case later
than December 31, 2003, whether or not the receivable is collected
by that date. The Company hopes to exercise such option from cash
flows from operations, however, such funding from operations is
dependent upon reducing current days sales outstanding and
achieving forecasted profitability. To the extent that cash flows
from operations are not sufficient, the Company will need to
obtain alternative financing sources. In order for the Company to
further extend these agreements from January 16, 2004 through
December 31, 2008, the Company will need to make aggregate
payments to Messrs. Fischel and Carlton of $20.0 million by
January 15, 2004. We will require additional financing in amounts
that we cannot determine at this time in order to make all of the
payments required to extend these agreements to December 31, 2008.
We expect that we will need to raise funds through one or more
public or private financing transactions.

"Effective December 31, 2002, the Company entered into a Second
Amended and Restated Credit Agreement, which amended the Prior
Credit Agreement. As part of the Senior Credit Facility, Knowledge
Universe, Inc. purchased a $5.0 million junior participation in
the Senior Credit Facility. On January 7, 2003, the Company
borrowed $5.0 million under the Senior Credit Facility to fund the
first payment required under the employment and non-compete
agreements entered into with Messrs. Fischel and Carlton. The
Company's outstanding liability under the Senior Credit Facility
after the borrowing of the above mentioned $5.0 million was $32.2
million. The Senior Credit Facility requires that $4.7 million of
outstanding borrowings be permanently reduced in each of 2003 and
2004. The maturity of the Senior Credit Facility was extended to
January 1, 2005. Borrowings bear interest at the lender's base
rate plus 1.5%. The Company will continue to pay annual
administrative fees of $0.3 million, payable monthly, and the $0.9
million in aggregate back-end fees will continue to be payable
upon the maturity of the Senior Credit Facility. The back-end fees
can be waived if the Company repays the Senior Credit Facility
prior to maturity. All administrative fees paid to the senior
lenders are recorded by the Company as interest expense. An
affiliate of Knowledge Universe has agreed to continue to
guarantee $2.5 million of the Company's obligations under the
Senior Credit Facility. The Senior Credit Facility contains
covenants related to the maintenance of financial ratios,
operating restrictions, restrictions on the payment of dividends
and disposition of assets. The covenants are measured quarterly
and have been set at varying rates, the most restrictive at
approximately 15% below the Company's projected operating results.
If the results of operations significantly decline below projected
results and we are unable to obtain a waiver from the Company's
senior lenders, the Company's debt would be in default and
callable by the senior lenders. If our projections of future
operating results are not achieved and our debt is placed in
default, we would experience a material adverse impact on our
reported financial position and results of operations."


NORTHWESTERN CORP: Engages Browning Kaleczy as Montana Counsel
--------------------------------------------------------------
Northwestern Corporation desires to retain the services of
Browning, Kaleczy, Berry & Hoven, PC as Special Counsel in
connection with utility, litigation, general corporate and Montana
law matters effective as of the Petition Date.

The Debtor seeks to retain Browning Kaleczy as its attorneys
because it is a preeminent Montana law firm which has extensive
experience and knowledge in utility litigation and Montana law
matters.

Additionally, Browning Kaleczy has extensive experience
representing the Debtor before the Petition Date and, as a result
of its prior representations of the Debtor, it has become familiar
with utility, litigation and Montana law matters affecting the
Debtor and the Debtor's businesses and affairs and many of the
potential legal issues that may arise with respect in the context
of this Chapter 11 case.

Specifically, Browning Kaleczy will:

     a. advise and represent the Debtor with respect to the
        utility law issues, including proceedings before the
        Montana Public Service Commission;

     b. advise and represent the Debtor with respect to
        litigation pending in state and federal courts in
        Montana; and

     c. advise and represent the Debtor in connection with
        matters involving Montana law, including commercial and
        corporate law matters.

Leo Berry, Vice-President of Browning Kaleczy reports that his
firm will bill the Debtor its current hourly rates in exchange for
its services:

          partners      $125 to $175 per hour
          associates    $100 to $130 per hour
          law clerks    $60 to $80 per hour

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


NRG ENERGY: Selling McClain Facility to Oklahoma Gas for $159.9M
----------------------------------------------------------------
NRG McClain LLC, a direct and wholly owned subsidiary of NRG
Energy, Inc., owns a 77% undivided ownership interest -- with
Oklahoma Municipal Power Authority, a governmental agency of the
State of Oklahoma, owning the remaining 23% -- as a tenant-in-
common in an approximately 520 MW gas-fired electric generating
facility primarily located in McClain County, Oklahoma and is
engaged in the business of generating and selling electric power.

Available financial projections show that, based on current
market conditions for electric power in the region, the McClain
Facility, if operated on a purely merchant power basis, will not
be able to meet scheduled debt service.  Indeed, projections
indicate that substantial additional cash infusions will be
required during such period to operate the McClain Facility.
Neither NRG nor the NRG McClain's lenders are prepared to provide
additional funds to NRG McClain to operate its facility at a loss
during such period.

As a result, and after evaluating its options to sell the McClain
Facility, NRG McClain extensively negotiated and subsequently
entered into an asset purchase agreement, dated as of August 18,
2003 with Oklahoma Gas and Electric Company pursuant to which NRG
McClain has agreed to sell to OG&E -- subject to a higher or
better offer -- substantially all of its assets, including NRG
McClain's ownership interest in the McClain Facility.

                        Marketing Efforts

In April 2002, the Debtors consulted their financial advisors in
an effort to evaluate NRG McClain LLC's investment in the
McClain Facility and related assets, and to identify various
potential strategic and financial buyers selected on the basis of
a variety of factors, including perceived interest in the Sale
Assets, familiarity with NRG McClain's industry and financial
ability to consummate a sale transaction with NRG McClain.

According to Matthew A. Cantor, Esq., at Kirkland & Ellis, in New
York, as of the NRG McClain Petition Date -- August 19, 2003 --
no viable third party offer had been identified other OG&E.

In February 2003, NRG McClain began detailed negotiations with
OG&E.  On February 20, 2003, NRG McClain received a letter of
interest from OG&E specifying the terms and conditions of a
possible transaction.  On May 2, 2003, NRG McClain received a
draft asset purchase agreement from OG&E.

NRG McClain evaluated the terms and benefits of OG&E's proposal,
as well as the benefits of other alternatives.  Subsequently, NRG
McClain concluded that OG&E's proposal, which formed the basis of
the Asset Purchase Agreement offered the most advantageous terms
and greatest economic benefit to NRG McClain and its creditors.

On August 18, 2003, NRG McClain and OG&E executed the Asset
Purchase Agreement, which requires that the Sale Assets be sold
pursuant to Section 363 of the Bankruptcy Code free and clear of
all liens, claims and encumbrances.  Pursuant to the Asset
Purchase Agreement, the Sale is subject to higher or better
offers, and OG&E is treated as a stalking horse purchaser.
OG&E's agreement to serve as a stalking horse purchaser was
conditioned on receiving certain bidding protections.

                      The Purchase Agreement

Accordingly, NRG McClain asks the Court to approve the sale of
the Sale Assets, free and clear of all liens claims and
encumbrances and certain transfer taxes to the successful bidder.

The salient terms of the Asset Purchase Agreement includes:

A. Sale Assets

   The Sale Assets consist of all of NRG McClain's right, title
   and interest in and to all assets owned by or leased or
   licensed to NRG McClain and used or held by NRG McClain
   whether real, personal or mixed, tangible or intangible,
   excepting only the Retained Assets.

B. Purchase Price

   OG&E will pay $159,950,000 in immediately available funds,
   subject to certain adjustments.

C. Executory Contracts and Unexpired Leases

   NRG McClain will assume and assign to OG&E certain executory
   contracts and unexpired leases and will pay any and all cure
   amounts pursuant to Section 365 of the Bankruptcy Code
   necessary for the assumption of the Assigned Agreements.

D. Closing Conditions

   OG&E's consummation of the Asset Purchase Agreement by OG&E is
   subject to these conditions:

      (1) All of NRG McClain's representations and warranties
          will be true on and as of the Closing Date with the
          same effect as though they were made on the Closing
          Date;

      (2) OG&E will have obtained all necessary regulatory
          consents;

      (3) The Court will have approved the sale of the Sale
          Assets to OG&E, and the order will have become a Final
          Order; and

      (4) No materially adverse effect to the ability of the
          McClain Facility to operate will have occurred.

                       Use of Sale Proceeds

Furthermore, NRG McClain seeks the Court's authority to direct
OG&E or the Winning Bidder to disburse the Purchase Price payable
at the closing, on the Closing Date, as:

   (a) To OG&E, the $5,000,000 Break-Up Fee or the $1,500,000
       Expense Reimbursement;

   (b) To NRG, the portion of the NRG Support Payment Amount
       mutually agreed to by the Agent and NRG at least five
       business days prior to the Closing Date, reflecting the
       Undisputed NRG Support Payment.

       The Undisputed NRG Support Payment consists of:

         -- amounts set forth in the NRG Support Calculations
            provided to the Agent in accordance with the Omnibus
            Restructuring and Consent Agreement, dated as of
            August 18, 2003, among the Debtor, the Prepetition
            Secured Lenders and the Agent, prior to such date;
            and

         -- related expenses anticipated to be incurred through
            the Closing Date;

   (c) To the Escrow Agent designated pursuant to an escrow
       agreement, the sum of:

         -- the excess, if any, of the amount requested by NRG
            as constituting the NRG Support Payment Amount and
            the Undisputed NRG Support Payment Amount, and

         -- an additional contingency amount, if any, mutually
            agreed to by NRG and the Agent at least five
            business days prior to the Closing Date in respect
            of the NRG Support Payment Amount not otherwise
            included in the amount referred to in the
            immediately preceding clause; and

   (d) To the Agent, the balance of the Purchase Price for
       repayment of all outstanding loans, interest and fees,
       expenses and other obligations incurred in connection with
       the Prepetition Credit Agreement and to be otherwise
       applied in accordance with the ORCA.

         Notice of Sale, Auction and Bidding Procedures

Moreover, with the Court's consent, McClain will send two forms
of notice to creditors:

   (a) The Detailed Notice -- a detailed notice that provides the
       time and place of the Auction, a summary of the terms and
       conditions of the proposed Sale and the time set for any
       objection deadlines; and

   (b) The General Notice -- a notice that will alert creditors
       of the time and place of the proposed auction, the time
       and place of the Sale Hearing and the time for filing an
       objection, and will direct them to contact Kirkland &
       Ellis, the Debtors' counsel, for more information.

In addition, Mr. Cantor notes, NRG McClain will publish the
General Notice in the national edition of The Wall Street Journal
and The Daily Oklahoman. (NRG Energy Bankruptcy News, Issue No.
11; Bankruptcy Creditors' Service, Inc., 609/392-0900)


OMNOVA SOLUTIONS: Initiates Company-wide Restructuring
------------------------------------------------------
OMNOVA Solutions (NYSE: OMN) announced a company-wide
restructuring that will result in the reduction of approximately
100 salary and hourly positions, or 4.4% of its workforce
worldwide.  While some of these positions were eliminated in
September, most notifications will be made to affected employees
this week.

"This difficult decision is necessary due to the continued
weakness in certain of our served markets, and historically high
raw material costs," said OMNOVA Solutions' Chairman and CEO Kevin
McMullen.  "While we were encouraged by an increase in demand for
our chemical and commercial roofing products in the recently
completed third quarter, the commercial office and hospitality
refurbishment and new construction markets served by our
decorative products business continues to experience very deep and
prolonged recessionary conditions.  We believe this restructuring
will help position us for improved profitability while retaining
our ability to respond quickly when our markets rebound."

OMNOVA Solutions expects to save about $6.2 million in 2004 as a
result of this action.  This savings is in addition to the $16
million of cost reductions the Company has taken in cost of goods
sold and sales, general and administrative areas through the third
quarter of 2003.  The Company will incur a restructuring charge
for this action of approximately $1.3 million in its 2003 fourth
quarter.

OMNOVA Solutions is a technology-based company with 2002 sales of
$681 million and 2,250 employees worldwide.  OMNOVA is an
innovator of decorative and functional surfaces, emulsion polymers
and specialty chemicals.

                      *     *     *

As reported in the Troubled Company Reporter's October 7, 2003
edition, Standard & Poor's Ratings Services has lowered its
corporate credit rating on OMNOVA Solutions Inc., to 'BB-' from
'BB', citing lower than expected operating and financial
performance. The current outlook is negative.

Fairlawn, Ohio-based OMNOVA Solutions, with about $679 million of
annual sales and approximately $212 million of outstanding debt,
manufactures emulsion polymers, decorative and functional
surfaces, such as commercial wallcovering, and specialty
chemicals.

"The downgrade reflects concerns that lower than expected
operating results are likely to further delay an improvement in
the company's financial profile," said Standard & Poor's credit
analyst Franco DiMartino. Profitability and cash flow have been
negatively affected by elevated raw material costs and continued
weakness in key end markets due to lackluster economic conditions.
The shortfall in cash flow has increased leverage and further
weakened the financial profile.


PAC-WEST TELECOMM: Will Publish Q3 2003 Results on October 29
-------------------------------------------------------------
Pac-West Telecomm, Inc. (Nasdaq: PACW), a provider of integrated
communications services to service providers and business
customers in the western U.S., announced the date for its third
quarter 2003 earnings release and conference call.

Pac-West plans to announce its financial and operating results for
the third quarter 2003 on Wednesday, October 29, 2003, after
market close. An investor conference call will be held on
Thursday, October 30, 2003 at 8:30 a.m. Pacific Time/11:30 a.m.
Eastern Time. Investors are invited to participate by dialing 1-
888-291-0829 or 706-679-7923. The call will be simultaneously
webcast on Pac-West's web site at http://www.pacwest.com/investor

An audio replay will be available through November 13, 2003 by
dialing 1-800-642-1687 or 706-645-9291 (passcode #3368881).

            About Pac-West Telecomm, Inc.

Founded in 1980, Pac-West Telecomm, Inc. is one of the largest
competitive local exchange carriers headquartered in California.
Pac-West's network carries over 100 million minutes of voice and
data traffic per day, and an estimated 20% of the dial-up Internet
traffic in California. In addition to California, Pac-West has
operations in Nevada, Washington, Arizona, and Oregon.  For more
information, please visit Pac-West's web site at
http://www.pacwest.com.

                        *  *  *

As reported in Troubled Company Reporter's May 1, 2003 edition,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Pac-West Telecomm Inc. to 'D' from 'CC'. The rating on
the 13.5% senior notes due 2009 has been lowered to 'D' from
'C'.

S&P explained, "Given the company's significant dependence on
reciprocal compensation (the rates of which the company expects to
further decline in 2003) and its limited liquidity, Pac-West will
likely find the implementation of its business plan continue to be
challenging."


POLAROID CORP: Court Okays Kelley's Retention as Special Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of the Polaroid
Debtors sought and obtained the Court's authority to retain Kelley
Drye & Warren as it special litigation counsel, nunc pro tunc to
August 29, 2003.

As special litigation counsel, Kelley Drye will:

   (a) investigate, file and prosecute avoidance litigation on
       the Committee's behalf;

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

   (c) assist the Committee in preparing pleadings and
       applications as may be necessary in furtherance of the
       Committee's interests and objectives regarding the
       litigation; and

   (d) perform other legal services as may be required and are
       deemed to be in the interests of the Committee in
       accordance with the Committee's powers and duties as set
       forth in the Bankruptcy Code

Mark R. Somerstein, Esq., a member of Kelley Drye, informs the
Court that Kelley Drye's standard hourly rates are:

   Partners            $300 - 590
   Counsel              395 - 450
   Associates           155 - 340
   Legal Assistants     110 - 160

Kelley Drye will be compensated with these fees and expenses:

   (a) The Debtors or the Plan Administrator will provide Kelly
       Drye with a $10,000 retainer to be used to pay Kelley
       Drye's fees and expenses either:

       (1) within 10 days after the Bankruptcy Court approves
           Kelley Drye's retention as counsel to either the
           Committee or the Plan Administrator -- the Polaroid
           Client, or

       (2) upon execution of an engagement letter memorializing
           Kelley Drye's engagement by the Polaroid Client.

   (b) The Polaroid Client would pay Kelley Drye's fees at its
       standard hourly rates, up to $50,000 -- the Contingent Fee
       Threshold Amount -- for legal services rendered by Kelley
       Drye to the Polaroid Client.  Prior to incurring the
       Contingent Fee Threshold Amount, Kelley Drye would obtain
       payment of its fees and expenses from the Retainer by
       debiting the Retainer seven days after presentation to the
       Polaroid Client of an invoice for the services or, if the
       Retainer were exhausted, by wire transfer.  Currently,
       Kelley Drye's hourly rates range from $140 to $450 for
       persons who would be working on the engagement.

   (c) The Polaroid Client is responsible for all costs incurred
       on behalf of the Polaroid Client.  In order to allocate
       these expenses fairly and to keep hourly rates as low as
       possible for those matters which do not involve these
       expenditures, these items are separately itemized on
       Kelley Drye's statements as "costs advanced" or
       "disbursements."  Major out-of-pocket expenses, including
       outside fees and expenses will not be advanced by Kelley
       Drye.  However, to the extent that Kelley Drye pays any of
       these expenses, the Polaroid Client will reimburse Kelley
       Drye currently.

   (d) After Kelley Drye has incurred the Contingent Fee
       Threshold Amount, the Polaroid Client would pay Kelley
       Drye for its services on a contingent fee basis.  If there
       is a recovery by settlement or judgment, the Polaroid
       Client's obligation to pay Kelley Drye amounts in excess
       of the Contingent Fee Threshold Amount would be limited to
       these contingency arrangements:

       -- Kelley Drye would receive 30% of the aggregate recovery
          up to $2,000,000, plus 35% of any aggregate recovery
          which exceeds $2,000,000,

       -- The Polaroid Client will pay to Kelley Drye, on a
          current basis, all disbursements and expenses incurred
          by Kelley Drye either from the Retainer or upon
          presentation of an invoice, and

       -- Kelley Drye will credit the Contingent Fee Threshold
          Amount against the first recoveries obtained from the
          Avoidance Action Litigation; provided however, that
          Kelley Drye will not be required to credit against
          these recoveries any of its disbursements or other
          costs paid by the Polaroid Client. (Polaroid Bankruptcy
          News, Issue No. 47; Bankruptcy Creditors' Service, Inc.,
          609/392-0900)


PREMIER CONCEPTS: Files for Chapter 11 Protection in California
---------------------------------------------------------------
Premier Concepts, Inc. (OTC Bulletin Board: FAUXE), has filed a
voluntary petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code in the United States Bankruptcy Court for the
Central District of California.

Chapter 11 allows a company to continue operating in the ordinary
course of business and to maximize recovery for the company's
stakeholders. The filing will enable the company to continue to
conduct business as usual while it develops a reorganization plan.

Premier Concepts, Inc. specializes in the marketing and retailing
of high- end reproduction jewelry. The Company's national chain of
25 retail stores, which operate under the names Imposters, Elegant
Pretenders and Joli-Joli, sell jewelry that emulates classic fine
jewelry, as well as pieces designed by famous jewelers. The
product line also includes replicas of jewelry owned by
celebrities. Premier's stores are located in California, Colorado,
Nevada, Florida, Pennsylvania, New Jersey and Arizona.


PREMIER CONCEPTS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Premier Concepts Inc
        2029 Century Park East
        #1750
        Century City, California 90067

Bankruptcy Case No.: 03-36445

Type of Business: Sale of costume fashion jewelry in retail
                  outlets.

Chapter 11 Petition Date: October 10, 2003

Court: Central District of California (Los Angeles Division)

Judge: Ellen Carroll

Debtor's Counsel: Lawrence A. Diamant, Esq.
                  Robinson, Diamant, & Wolkowitz
                  1888 Century Park East,
                  #1500
                  Los Angeles, CA 90067-1702
                  Tel: 310-277-7400

Total Assets: $2,378,629

Total Debts: $2,148,897

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
HMS                                                   $117,139

Harlen Jewelry Company, Inc.                           $87,014

Union Square Building/Brett Company                    $62,313

Tuck Tsai & Co., Inc.                                  $57,313

Reeves Park, Inc.                                      $51,016

Pace Enterprise                                        $37,749

Fitzpatrick, Calla, Harper & Scinto                    $24,044

A1 Credit Corporation                                  $23,267

Jackson Lewis LLP                                      $22,650

Westfield - Valley Fair                                $19,238

G. David Gordon & Associates, PC                       $19,137

Aladdin Bazaar, LLC                                    $18,704

Taubman/Stoneridge Properties                          $18,357

Simon Property Group - Menlo Park                      $17,751

BJB Services, Inc.                                     $17,363

Rouse - Park Meadows, LLC                              $17,211

Rio Hotel & Casino, Inc.                               $15,868

Lerner Corporation - White Flint                       $15,534

Macerich Carmel LP                                     $13,973

Catalog Service Group                                  $13,723


QUALITY DISTRIBUTION: On Watch Pos. over Recapitalization Plans
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit rating on tank truck carrier Quality Distribution Inc. on
CreditWatch with positive implications.

"The CreditWatch placement is based on the company's plans to
restructure its balance sheet by issuing $115 million of common
equity, converting its preferred stock into common shares, issuing
$125 million of senior subordinated notes, and entering into a new
$215 million bank facility," said Standard & Poor's credit analyst
Kenneth L. Farer. The intent of the recapitalization is to reduce
the company's overall debt levels, extend its debt maturities, and
increase revolver availability. Upon completion of the deal,
Standard & Poor's expects to raise the corporate credit rating to
'B+' from 'B-'. In addition, wholly owned subsidiary Quality
Distribution LLC's proposed $215 million secured bank facility
will be assigned a 'B+' rating, and its proposed $125 million
senior subordinated notes will be assigned a 'B-' rating. The
outlook will be stable. The bank loan ratings are based on
preliminary information and are subject to review upon final
documentation.

Ratings on Tampa, Florida-based Quality Distribution reflect its
participation in a low-margin, fragmented industry, combined with
a weak financial profile. Quality Distribution is the largest bulk
tank truck carrier in North America. Through a network of over 110
terminals, Quality Distribution LLC, a wholly owned subsidiary of
Quality Distribution Inc., transports a broad range of chemical
products (Quality Carriers Inc.; 83% of 2002 revenues), plastics
(TransPlastics; 7%), and flat glass (Levy Transport; 2%), in
addition to providing customers and affiliates with supplemental
services such as tank wash (Quala Systems; 6%) and insurance
(Power Purchasing Inc.; 2%). Although the company benefits from a
strong market share in an industry with high barriers to entry,
its customers have some transportation alternatives (rail, barge)
depending on the nature of the shipment.

The revolving credit facility and term loan will be rated the same
as the anticipated 'B+' corporate credit rating, upon successful
completion of the recapitalization. The bank facilities are
secured by substantially all of Quality Distribution LLC's assets.
Subsidiaries of Quality Distribution LLC and Quality Distribution
Inc. provide guarantees of the loans. In evaluating the underlying
collateral, Standard & Poor's reviewed a discrete asset valuation
approach and an enterprise valuation, as the business could be
either liquidated or reorganized. The bank facilities' collateral
coverage should provide for a strong likelihood of substantial
recovery of principal in the event of default or bankruptcy, with
minimal loss expected.


REPUBLIC ENGINEERED: Brings-In McDonald Hopkins as Attorneys
------------------------------------------------------------
Republic Engineered Products Holdings, LLC and its debtor-
affiliates want to employ McDonald Hopkins Co., LPA as their co-
counsel in their on-going chapter 11 restructuring.  The Debtors
ask the U.S. Bankruptcy Court for the Northern District of Ohio to
approve the engagement.

In their capacity as Counsel, McDonald Hopkins will:

     a) file and monitor the Debtors' chapter 11 cases and legal
        activities, and advising the Debtors on the legal
        ramifications of certain actions;

     b) provide the Debtors advice on their obligations and
        duties;

     c) execute the Debtors' decisions by filing with the Court
        motions, objections, and other relevant documents;

     d) appear before the Court on all matters in these cases
        relevant to the interests of the Debtors;

     e) assist the Debtors in the administration of these
        chapter 11 cases; and

     f) take such other actions as are necessary to protect the
        rights of the Debtors' estates.

Shawn M. Riley, Esq., shareholder of McDonald Hopkins discloses
that his firm's current hourly rates for professionals and
paraprofessionals are:

          Shareholders           $295 to $410 per hour
          Associates             $173 to $240 per hour
          Legal Assistants       $115 to $155 per hour
          Law Clerks             $40 to $75 per hour

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


ROWE INT'L: Wants to Tap Sheehey Furlong as Special Counsel
-----------------------------------------------------------
Rowe International, Inc., asks the U.S. Bankruptcy Court for the
Western District of Michigan for permission to employ Sheehey
Furlong & Behm, PC as its Special Purpose Counsel.

Currently, Sheehey Furlong represents the Debtor on corporate
matters.  Sheehey Furlong's knowledge of the history of the Debtor
and its general corporate legal matters will be crucial to the
success of the Debtor's attempt to reorganize.  Accordingly, the
Debtor asks the Court's authority for the continued retention of
Sheehey Furlong in this chapter 11 case.

The persons who are primarily expected to perform professional or
paraprofessional services for the Firm on behalf of the Debtor
are:

          Christopher R. Gannon      $185 per hour
          Paralegals                 $65 per hour

Headquartered in Grand Rapids, Michigan, Rowe International, Inc.,
manufactures commercial and home CD jukeboxes. The Company filed
for chapter 11 protection on August 29, 2003 (Bankr. W.D. Mich.
Case No. 03-10537). The Debtor listed estimated assets of more
than $10 million and estimated debts of more than $100 million in
its petition.


SAFETY-KLEEN: Seeks Clearance of Myers, et al., Settlement Pact
---------------------------------------------------------------
Michael W. Yurkewicz, Esq., at Skadden Arps Slate Meagher & Flom
LLP, in Wilmington, Delaware, informs the Court that a settlement
has been reached among each of S. D. Myers, Inc., Dana Stanley
Myers, Scott David Myers, Seth James Myers, and David Paul Myers,
and the Safety-Kleen Debtors.

The Debtors ask Judge Walsh to approve the settlement agreement
with S.D. Myers, et al., which resolves the amount of all claims
filed by S.D. Myers, the treatment of such claims under the Plan,
and the Debtors' adversary proceeding against S.D. Myers.

Prior to March 1999, S.D. Myers operated a business relating to
polychlorinated biphenyl waste management.  On February 19, 1999
the Debtors entered into an agreement to purchase the PCB waste
management business from S.D. Myers.  On the Petition Date, the
Debtors had possession of the assets that were the subject of the
Contract and, pursuant to the Contract, had paid some but not all
of the purchase price for the assets.

On May 31, 2002, the Debtors filed an adversary proceeding
captioned "Safety-Kleen Systems, Inc. v. SD Myers, Inc.," seeking
to avoid and recover preferential transfers under Sections 547 and
550 of the Bankruptcy Code, or in the alternative, fraudulent
transfers under the Bankruptcy Code.  On December 12, 2002, S.D.
Myers sought to compel the Debtors to assume or reject the
Contract or, in the alternative, sought payment of an
administrative claim relating to the Contract.  The Debtors
elected to reject the Contract, and S.D. Myers filed a proof of
claim for $1,450,000 relating to the rejection of the Contract,
asserting that the claim was entitled to administrative priority
treatment.

                           Why Settle?

The Debtors and S.D. Myers have engaged in extensive discussions
and negotiations in an effort to resolve the amount of and
priority of the Claim, and the Avoidance Action.  During the
course of these negotiations, the Debtors evaluated:

       (a) the relative strengths of the parties' legal
           positions;

       (b) the likelihood that the Claim would be allowed;

       (c) the potential treatment of the Claim if allowed;

       (d) the likelihood that the Debtors would be successful
           in the Adversary Proceeding, taking into
           consideration S.D. Myers' defenses; and

       (e) the costs and risks associated with the litigations.

As a result of these negotiations, the Debtors concluded that a
consensual resolution of their disputes with S.D. Myers was in
their best interests because it enables them to avoid a potential
allowed administrative claim for $1,450,000 against these estates.

                            The Settlement

The most significant terms and conditions of the Settlement are:

       (1) Allowed Claim.  S.D. Myers will have an Allowed
           Class 7 Subsidiary General Unsecured Claim in the
           case of Safety-Kleen (PPM), Inc., for $1,250,000;

       (2) Payment.  S.D. Myers will seek payment of the
           Allowed Claim only through the Plan;

       (3) Claims Expunged.  All claims, other than the Allowed
           Claim, will be expunged;

       (4) Dismissal Of Adversary Proceeding.  The Adversary
           Proceeding will be dismissed with prejudice;

       (5) Payment to S.D. Myers.  The Debtors will pay $200,000
           to S.D. Myers; and

       (6) Mutual Releases.  Other than the obligations in
           the Settlement, the parties exchange mutual releases.

The Settlement resolves actual disputes and controversies that, if
permitted to continue, could involve additional time-consuming and
expensive legal proceedings, expose the Debtors to significant
litigation costs and the risk that the Debtors would be liable for
the a $1,450,000 administrative claim.

The Stipulation also permits the Debtors' estates to avoid
incurring additional administrative expenses, including attorneys'
fees and other costs of the proceedings and avoids the risks and
uncertainties inherent in litigation generally and the possibility
of a large adverse judgment. (Safety-Kleen Bankruptcy News, Issue
No. 66; Bankruptcy Creditors' Service, Inc., 609/392-0900)


SILICON GRAPHICS: Q1 Financial Release Webcast Scheduled Oct. 20
----------------------------------------------------------------
Silicon Graphics Inc. (NYSE: SGI) announces the following Webcast:

     What: SGI 1st Quarter Financial Release

     When: 10/20/03 @ 5:00 p.m. Eastern

     Where:
     http://www.firstcallevents.com/service/ajwz389994926gf12.html

     How: Live over the Internet -- Simply log on to the web at
          the address above.

     Contact: Dwight McCarty, Manager of IR, +1-650-933-6102

If you are unable to participate during the live webcast, the call
will be archived at http://www.sgi.com.

SGI, also known as Silicon Graphics, Inc. -- whose June 28, 2003
balance sheet shows a total shareholders' equity deficit of about
$178 million -- is the world's leader in high-performance
computing, visualization and storage.  SGI's vision is to provide
technology that enables the most significant scientific and
creative breakthroughs of the 21st century.  Whether it's sharing
images to aid in brain surgery, finding oil more efficiently,
studying global climate or enabling the transition from analog to
digital broadcasting, SGI is dedicated to addressing the next
class of challenges for scientific, engineering and creative
users.  SGI was named on FORTUNE magazine's 2003 list of "Top 100
Companies to Work For."  With offices worldwide, the company is
headquartered in Mountain View, Calif., and can be found on the
Web at http://www.sgi.com


SK GLOBAL: Court Okays Uniform Interim Compensation Protocol
------------------------------------------------------------
The Bankruptcy Court approved SK Global America Inc.'s proposed
uniform procedures for compensating and reimbursing Court-approved
professionals on a monthly basis.  The proposed compensation
procedures will enable all parties to closely monitor
administration costs and assist the Debtor in implementing
efficient cash management procedures.

The monthly and quarterly compensation and reimbursement of
expenses of the professionals to be structured as:

A. Monthly Professional Fee Statements

   (a) No later than the 25th day of each month after the month
       for which compensation is sought, each professional will
       file with the Court, a monthly fee statement, and provide
       notice of the Statement to:

          -- SK Global America, Inc.
             100 Parker Plaza
             400 Kelby Street
             Fort Lee, New Jersey 07024
             Attn: Mr. Richard Kim;

          -- Togut, Segal & Segal LLP
             One Penn Plaza
             Suite 3335
             New York, New York 10119
             Attn: Scott E. Ratner, Esq.;

          -- Counsel for the official statutory committee
             unsecured creditors appointed in the Debtor's
             Chapter 11 case and in the event the Committee has
             not been appointed, the Debtor's 20 largest
             unsecured creditors;

          -- McDermott, Will & Emery
             50 Rockefeller Plaza
             New York, New York 10020-1605
             Counsel for Cho Hung Bank
             Attn: Stephen Selbst, Esq.;

          -- Nixon Peabody LLP
             101 Federal Street
             Boston, Massachusetts 02110
             Counsel for Korea Exchange Bank
             Attn: Mark Berman, Esq.;

          -- White & Case
             1155 Avenue Of The Americas
             New York, New York 10036-2700
             Counsel for the Foreign Bank Steering Committee
             Attn: Evan Hollander, Esq.; and

          -- The United States Trustee
             33 Whitehall Street, 21st Floor
             New York, New York 10004
             Attn: Greg Zipes, Esq.;

   (b) Each Monthly Statement must contain a list of the
       individuals, and their titles, who provided services
       during the period covered by the Monthly Statement, their
       billing rates, the aggregate hours spent by each
       individual, a reasonably detailed breakdown of the
       disbursements incurred, and contemporaneously maintained
       time entries for each individual in increments of tenths
       of an hour.

       No professional should seek reimbursement of an expense
       that would otherwise not be allowed pursuant to the
       Court's Administrative Orders dated June 24, 1991 and
       April 21, 1995, or the United States Trustee Guidelines
       for Reviewing Applications for Compensation and
       Reimbursement of Expenses Filed under Section 330 of the
       Bankruptcy Code dated January 30, 1996;

   (c) Each Monthly Fee Statement and any notice of it will
       clearly and conspicuously display the deadline to timely
       file an objection, set 20 days after the Monthly
       Fee Statement is filed;

   (d) If any party objects to the Monthly Fee Statement, the
       objecting party must timely and properly file with the
       Court, on or before the monthly objection deadline, a
       written statement of its objection that sets forth the
       precise nature of the objection and the specific amount of
       objectionable fees or expenses at issue, and serve the
       Objection on the affected professional and the Notice
       Parties;

   (e) If an Objection is filed, the Affected Professional may
       file a reply to the Objection.  The Objecting Party and
       the Affected Professional will then proceed to make good
       faith attempts to resolve the Objection on a consensual
       basis.  If the parties are unable to resolve the Objection
       in good faith within 15 days after the Objection is filed
       with the Court, the Affected Professional may request for
       the Court to set a hearing to consider the Objection;

   (f) If no Objection to a Monthly Fee Statement has been filed
       prior to the relevant Objection Deadline, the Debtor will
       be authorized to pay each Professional an amount equal to
       80% of the fees and 100% of the expenses requested in the
       Monthly Fee Statement.  To the extent that there is an
       Objection to a portion of the Monthly Fee Statement, the
       Affected Professional will file with the Court and serve
       on the Debtor and its counsel, a certification indicating
       that there has been an Objection only to a portion of the
       Application and stating the total fees and expenses in
       the Statement not subject to an Objection.  After the
       filing, the Debtor will be authorized to pay the Affected
       Professional an amount equal to 80% of the fees and 100%
       of the expenses not subject to an Objection; and

   (g) A pending objection to a Monthly Fee Statement will not
       disqualify a Professional from the future payment of
       compensation or reimbursement of expenses that are
       requested in accordance with the Compensation Procedures.

B. Quarterly Professional Fee Applications

   (a) Beginning with the Petition Date through October 31, 2003,
       and every 120 days thereafter, each Professional will file
       with the Court, within 45 days of the end of the Quarterly
       Fee Period, a quarterly fee application for interim court
       approval and allowance of 100% of the compensation and
       expense reimbursement sought in the Monthly Fee Statements
       filed during the Quarterly Fee Period.  Each Professional
       will contemporaneously provide notice of the Quarterly Fee
       Application to the Notice Parties;

   (b) Any Professional that fails to file a Quarterly Fee
       Application when due will be ineligible to receive
       payments of any fees or expenses under these Compensation
       Procedures until the Professional has complied;

   (c) Each Professional is required to serve a copy of each
       interim or final fee application only on:

        -- the Debtor;

        -- the Debtor's counsel;

        -- counsel to the Committee and the Debtor's 20 largest
           unsecured creditors, to the extent a Committee is not
           appointed;

        -- the United States Trustee; and

        -- those parties having filed a notice of appearance in
           this case and request for service of pleadings; and

   (d) A pending objection to a Quarterly Fee Application will
       not disqualify a Professional from the future payment of
       compensation or reimbursement of expenses that are
       requested in accordance with the Compensation Procedures.

C. Reimbursement of Committee Members' Expenses

   Each member, excluding ex officio members, of any Official
   Committee will submit statements of expenses and supporting
   vouchers to the Committee's counsel.  Counsel to each
   Committee will then separately identify their Committee
   members' request for reimbursement in the Committee's Monthly
   Fee Statements and Quarterly Fee Applications to be filed in
   accordance with these Compensation Procedures.  The expenses
   of the Committee members will be approved in accordance with
   the Compensation Procedures.

D. Monthly Operating Reports

   The Debtor will list and itemize all payments to Professionals
   and members of any Committee in their monthly operating
   reports.

In addition, the Debtor sought and obtained the Court's permission
to limit the notice of hearings to consider interim applications
to:

   (a) their counsel;

   (b) counsel to the Committee and, in the event a Committee is
       not appointed, the Debtor's 20 largest unsecured
       creditors;

   (c) the United States Trustee; and

   (d) all parties who have filed a notice of appearance with the
       Clerk of the Court and requested the notice. (SK Global
       Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
       Service, Inc., 609/392-0900)


SPANISH BROADCASTING: S&P Junks Proposed $75MM Preferred Stock
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
Spanish Broadcasting System Inc.'s proposed $135 million senior
secured credit facilities. A 'CCC' rating was also assigned to the
company's proposed $75 million exchangeable redeemable preferred
stock issue.

At the same time, Standard & Poor's lowered its long-term
corporate credit rating on Spanish Broadcasting to 'B' from 'B+'
due to a sizeable debt-financed acquisition that increases
financial risk. Proceeds from both the credit facility and
preferred stock offering will be used to finance the remaining
$190 million radio station purchase price. The outlook is
negative. The Coconut Grove, Florida-based Spanish-language radio
broadcaster had approximately $428.2 million in total debt
outstanding at June 30, 2003, pro forma for the proposed
transactions.

The downgrade reflects the significant spike in leverage from
Spanish Broadcasting's reliance on debt and debt-like securities
to fund its $250 million acquisition of Los Angeles-based radio
station KXOL-FM. "The transaction strains interest coverage and
drives up total debt plus debt-like preferred stock to EBITDA to a
steep 12x, leaving the company vulnerable to a downturn in
advertising, intensifying competition, or rising interest rates,"
said Standard & Poor's credit analyst Alyse Michaelson. Such weak
credit measures may not incorporate much of a cushion relative to
the financial covenants included in the company's proposed credit
agreement, the specific terms of which have not yet been
finalized. Furthermore, Spanish Broadcasting targets a niche
audience that is highly concentrated in a few large markets,
exposing the company to those markets' regional economies.  Still,
the KXOL acquisition helps to solidify the company's strong
competitive position in Los Angeles, the number-one Spanish-
language radio market. Moderate cash balances provide a couple
years of financial cushion as Spanish Broadcasting strives to
increase cash flow at acquired stations and generate meaningful
discretionary cash flow.

The negative outlook reflects concerns about near-term pressure on
the company's EBITDA margin and free cash flow conversion.
Currently high leverage cannot accommodate further debt-financed
transactions at the 'B' rating level. Revenue gains at acquired
stations and building meaningful cash flow that can be used to pay
down debt will be important in considering a stable outlook.


US AIRWAYS: Inks Stipulation Reducing Wachovia-Related Claim
------------------------------------------------------------
Wachovia Bank, N.A., formerly Meridian Trust Company, in its
capacity as Owner Trustee, filed Claim No. 3092, asserting a
partially secured and partially unsecured claim in an
unliquidated amount relating to leases of Aircraft bearing
registration Tails Nos. N808US, N809US & N810US.  The Reorganized
US Airways Debtors objected to the claim.

Consequently, the Parties signed a stipulation outlining a
resolution to their dispute.  Claim No. 3092 is reduced and
allowed as a general unsecured Class USAI-7 claim for $9,315,657.
Any and all other Wachovia Claims relating to Tails Nos. N808US,
N809US & N810US are disallowed. (US Airways Bankruptcy News, Issue
No. 39; Bankruptcy Creditors' Service, Inc., 609/392-0900)


STORAGENETWORKS: Stockholders Endorse Liquidation Plan
------------------------------------------------------
StorageNetworks, Inc. announced that its stockholders have
approved and adopted a plan of complete liquidation and
dissolution at today's 2003 annual meeting of stockholders.
StorageNetworks also announced that its Board of Directors has
fixed October 28, 2003 as the record date for determining
stockholders entitled to receive any future distributions of
available assets and as the final date for the recording of stock
transfers. The initial liquidating distribution to stockholders is
expected to be made on or about November 3, 2003. StorageNetworks
expects the amount of the initial distribution to be approximately
$1.65 per share in cash.

StorageNetworks intends to file a certificate of dissolution on
October 28, 2003 with the Delaware Secretary of State in
accordance with its plan of liquidation. At the close of business
on October 28, 2003, StorageNetworks will close its stock transfer
books and cease recording transfers of shares of its common stock.
After the filing of the certificate of dissolution,
StorageNetworks will also petition the Securities and Exchange
Commission for relief from its obligation to file periodic and
other reports under the Securities Exchange Act of 1934.

Future liquidating distributions will be made only to stockholders
of record at the close of business on October 28, 2003. The timing
and amounts of any distributions will be determined by
StorageNetworks' Board of Directors in accordance with the plan of
liquidation. The stockholders also voted at today's annual meeting
to re-elect Peter W. Bell as a Director and to ratify the
selection of Ernst & Young LLP as StorageNetworks' auditors for
2003.


TERAYON COMM: Look for Third Quarter 2003 Results on October 22
---------------------------------------------------------------
Terayon Communication Systems, Inc. (Nasdaq: TERN), a leading
provider of broadband solutions, confirmed that it will release
financial results for its third quarter ended September 30, 2003
on Wednesday, October 22, at approximately 1 p.m. Pacific Time.

Terayon will host a conference call to discuss its financial
results at 2 p.m. Pacific Time that day.  A live audio webcast of
the call will be available to the public from Terayon's website at
http://www.terayon.com.

A replay of the conference call will be available via telephone
beginning October 22 at approximately 4 p.m. Pacific Time, and
will be available through the close of business on November 21,
2003.   Participants can access the replay by dialing 877-213-9653
(U.S.) or 630-652-3041 (international).  The access code for the
replay is 7875743.  A replay of the audio webcast will
also be available online at http://www.terayon.com.

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


TITAN CORP: Awarded $74 Million U.S. Air Forces Europe Contract
---------------------------------------------------------------
The Titan Corporation (NYSE: TTN) announced that the U.S. Air
Forces Europe has awarded the company a $74 million five-year
contract.  Under this award, Titan will provide assistance and
advisory services to five major organizations of the armed forces:
the European Command, the Joint Analysis Center, the Warrior
Preparation Center, U.S. Air Forces Europe, and U.S. Army Europe.

"This new single-source contract extends Titan's solid
relationship with our armed forces in Europe, and places Titan at
the center of intelligence and operational support activities
throughout the European Theater," said Gene Ray, Titan's chairman,
president and CEO.

Under the contract, Titan will provide an extensive array of
services, including counter-terrorism analyses; engineering and
technical services; management and professional support; studies,
analyses and evaluation services to maintain and enhance
government owned computer hardware as well as provide intelligence
analysis support.

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


TRIMAS CORP: Hosting Q3 2003 Earnings Conference on November 3
--------------------------------------------------------------
TriMas Corporation will hold a conference call with investors on
Monday, Nov. 3 at 3:30 p.m. (EST) to discuss its third quarter
results, provide a general business update and respond to investor
questions.  TriMas Corporation President and CEO Grant H. Beard
and Chief Financial Officer Benson K. Woo will co-host the call.

To participate by phone, please dial: 800-621-5175.  Callers
should ask to be connected to the TriMas third quarter conference
call.  Participants can download a corresponding presentation from
the TriMas web site at http://www.trimascorp.combeginning Nov. 3.

If you are unable to participate during the live teleconference, a
replay of the conference call will be available beginning Nov. 3
at 6:30 p.m. (EST) through Nov. 10 at 6:30 p.m. (EST).  To access
the replay, please dial: 800- 633-8284 and use reservation number
21163335.

Headquartered in Bloomfield Hills, Mich., TriMas is a diversified
growth company of high-end, specialty niche businesses
manufacturing a variety of products for commercial, industrial and
consumer markets worldwide.  TriMas is organized into four
strategic business groups: Cequent Transportation Accessories,
Rieke Packaging Systems, Fastening Systems and Industrial
Specialties.  TriMas has nearly 5,000 employees at 80 different
facilities in 10 countries.  For more information, visit
http://www.trimascorp.com

                     *      *      *

As reported in the Troubled Company Reporter's May 29, 2003
edition, Moody's Investors Service took several rating actions on
TriMas  Corporation. Outlook is now negative from stable.

                     Assigned Rating

      * B1 - Proposed $90 million increase to the Tranche B
             term loan facility

                    Confirmed Ratings

      * B1 - Senior implied rating

      * B2 - Senior unsecured issuer rating

      * B1 - $150 million senior secured revolving credit
             facility, due November 15, 2007,

      * B1 - $350 million term loan B, due November 15, 2009,

      * B3 - $438 million 9.875% senior subordinated notes,
             due 2012

Moody's ratings mirror the company's high leverage, weak results
and constrained liquidity.


UAL CORP: Releasing Third Quarter Financial Results on Oct. 30
--------------------------------------------------------------
UAL Corporation (OTC Bulletin Board: UALAQ), the holding company
whose primary subsidiary is United Airlines, announced that it
will release its third quarter financial results and its September
monthly operating report on Thursday, October 30, 2003.

News releases and other information about United Airlines can be
found at the company's web site, http://www.united.com.


VENTURE CATALYST: Annual Shareholders' Meeting Set for Dec. 5
-------------------------------------------------------------
The annual meeting of shareholders of Venture Catalyst
Incorporated, a Utah corporation will be held at 10:00 a.m.,
California time, on Friday, December 5, 2003, in the Events Center
at the Barona Valley Ranch Resort & Casino, located at 1932
Wildcat Canyon Road, Lakeside, California 92040, for the following
purposes:

1.  To elect five directors to the Board of Directors to hold
office for a term of one year, or until their respective
successors are elected and qualified.

2.  To act upon a proposal to approve an Option Exchange Program
pursuant to which the Company's officers, directors and employees
who hold options issued under the Company's 1995 Stock Option
Plan, as amended, may elect to surrender such options for
cancellation in exchange for new options to purchase a lesser
number of shares of common stock that will be granted at least six
months and one day from the date of cancellation of the
surrendered options with an exercise price per share equal to the
average of the closing bid and ask prices of Venture Catalyst's
common stock on the OTC Bulletin Board on the date of grant.

3.  To transact such other business as may properly come before
the annual meeting or any adjournment thereof.

The Company's Board of Directors has nominated John Farrington,
Jana McKeag, Greg Shay, Cornelius E. ("Neil") Smyth and L. Donald
Speer, II as the nominees for election to the Board of Directors.

The Board of Directors has fixed the close of business on Friday,
October 17, 2003, as the record date for the determination of
shareholders entitled to notice of, and to vote at, the annual
meeting.

The Company's June 30, 2003, balance sheet discloses a total
shareholders' equity deficit of about $7.2 million.


WEIRTON STEEL: Overview of Capital Structure Under the Plan
-----------------------------------------------------------
The Plan of Reorganization provides that the capital structure of
Reorganized Weirton will be comprised of:

   -- the New Weirton Common Stock,

   -- Senior Redeemable Preferred Stock, and

   -- the loans under the Exit Facility.

A. New Weirton Common Stock

   The authorized capital stock of Reorganized Weirton will
   consist of [__________] shares of Senior Redeemable Preferred
   Stock and shares of New Weirton Common Stock, par value $0.01
   per share.

   Weirton expects that an aggregate of [________] shares of
   Senior Redeemable Preferred Stock, 100% of which shares will
   be held by Class 5, and [_______] shares of New Weirton Common
   Stock will be issued on the Effective Date pursuant to the
   provisions of the Plan, with 49% of the shares issued to be
   provided to active represented employees and current retirees
   of Weirton, with the balance of shares issued on the Effective
   Date to be distributed to other creditors of Weirton's
   bankruptcy estate in accordance with terms negotiated among
   Weirton and the parties-in-interest.

B. Exit Facility

   Fleet Capital Corporation is the sponsor of an application
   with the Emergency Steel Loan Guaranty Board, which will
   provide for federally guaranteed term debt financing -- Exit
   Term Debt -- in addition to an asset-based revolving credit
   facility that is not subject to any federal guaranty or other
   guaranty of any nature -- Exit Revolver.  Weirton does not
   have approval from the ESLGB for guaranteed Exit Term Debt,
   but Weirton expects the ESLGB to make a determination on the
   application no later than mid-October 2003.  It is anticipated
   that ESLGB approval, if the approval occurs, will be
   provisional, contingent upon Weirton's satisfaction of certain
   conditions precedent established by the ESLGB.

   Pursuant to Section 1841 of the Commerce and Trade Code, a
   closing on the Exit Term Debt must occur on or before
   December 31, 2003.  Notwithstanding this, Weirton expects
   emergence financing to consist of the Exit Revolver and Exit
   Term Debt generally consisting of these terms and conditions:

      * Exit Revolver in the maximum principal amount of
        $200,000,000, secured by a first priority lien and
        security interest in working capital assets;

      * Exit Revolver will be for a term of three years;

      * Exit Revolver will bear interest at rate of LIBOR plus
        several percentage points per annum paid monthly in
        arrears;

      * Exit Term Debt in maximum principal amount of
        $175,000,000, secured by a first priority lien and
        security interest in property, plant and equipment and a
        wrap around second lien and security interest in working
        capital assets;

      * Exit Term Debt guaranteed in tranches;

      * Exit Term Debt has maturity of five years, however, with
        ten-year amortization schedule and balloon at maturity,
        and no principal amortization payments in the first six
        months;

      * Exit Term Debt will bear interest at rate of 5% per annum
        paid monthly; and

      * Exit Facility will contain other terms and conditions
        customary for an exit facility of similar size under
        similar circumstances.

   If Weirton does not obtain the Exit Facility, it is not likely
   that it would be able to consummate the Plan in its current
   form.  The assumptions relating to projections and the
   recoveries with respect to Claims used throughout the
   Disclosure Statement are based on the assumption that the Exit
   Facility will be obtained.  However, there are no assurances
   at this time that the terms of the Exit Facility will be
   consistent with the assumptions described.

   The Projected Available Cash from the Exit Facility will be
   used by Reorganized Weirton to fund the Cash portion of the
   distribution to be made to the Postpetition Lenders under the
   Plan.  The Projected Available Cash is the amount on the
   Effective Date able to be drawn by Reorganized Weirton under
   the Exit Facility, less amounts necessary to fund:

      (1) the Allowed Administrative Expense Claims payable on
          the Effective Date,

      (2) the Professional Fee Claims,

      (3) the Priority Claims,

      (4) the DIP Revolving Credit Facility Claims,

      (5) the DIP Term Debt Facility Claims,

      (6) other required Cash payments on the Effective Date, and

      (7) amounts necessary to be retained by Reorganized Weirton
          for post Effective Date operations. (Weirton Bankruptcy
          News, Issue No. 11; Bankruptcy Creditors' Service, Inc.,
          609/392-0900)


WESTERN INTEGRATED: Plan Confirmation Hearing Set for Nov. 10
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado approved
the Disclosure Statement filed by Western Integrated Networks,
LLC, its debtor-affiliates, and the duly-appointed Committee of
Unsecured Creditors in the company's on-going chapter 11
restructuring.  The Disclosure Statement was approved as
containing adequate information within the meaning of Section 1125
of the Bankruptcy Code, allowing creditors for adequate
information to decide whether to accept or reject the Plan.

The hearing to consider confirmation of the plan is scheduled on
November 10, 2003 at 9 a.m. Mountain Standard Time.  All written
objections to the confirmation of the Plan must be received on or
before November 4, 2003 at 5:00 p.m. by:

       a) Counsel to Debtors and Debtors in Possession
          Douglas W. Jessop, Esq.
          Alice A. White, Esq.
          Jessop & Company, P.C.
          303 East 17th Avenue, Suite 930
          Denver, Colorado 80203
          Telephone: (303) 860-7700
          Facsimile: (303) 860-7233

       b) Counsel to the Official Committee of Unsecured
            Creditors
          John Fiero
          Pachulski, Stang, Ziehl, Young, Jones & Weintraub,
            P.C.
          Three Embarcadero, Suite 1020
          San Francisco, CA 94111
          Telephone: (415) 263-7000
          Facsimile: (415) 263-7010

       c) Local Counsel to the Official Committee of
          Unsecured Creditors
          Joseph Rosania
          Connolly, Rosania & Lofstedt, P.C.
          390 Interlocken Crescent, Suite 490
          Broomfield, Colorado 80021
          Telephone: (303) 661-9292
          Facsimile: (303) 661- 9555

Western Integrated Networks, LLC, a single source facilities based
provider of broadband services to residential and small business
customers in certain targeted markets, filed for chapter 11
protection on March 11, 2002 (Bankr. Colo. Case No. 02-13043).
Douglas W. Jessop, Esq., at Jessop & Company, P.C. represents the
Debtors in their restructuring efforts.


WILLIAMS: Fitch Affirms B+ Rating on Senior Notes & Debentures
--------------------------------------------------------------
Fitch Ratings has affirmed The Williams Companies, Inc.'s
outstanding senior unsecured notes and debentures at 'B+'. Also
affirmed are outstanding credit ratings for WMB's wholly-owned
subsidiaries Northwest Pipeline Corp., Transcontinental Gas Pipe
Line Corp., and Williams Production RMT Co. The Rating Outlook for
each entity has been revised to Positive from Stable. Details of
the securities affected are listed below.

The Positive Rating Outlook reflects WMB's strengthened liquidity
position and reduced debt refinancing risk, the solid financial
performance of WMB's core natural gas businesses, and good
prospects for continued de-leveraging and gradual credit quality
improvement in the coming months. In addition, the revised Outlook
reflects Fitch's expectation that WMB's Power segment (f/k/a/
Energy Marketing & Trading), notwithstanding the longer term risks
associated with its contractual portfolio, will not adversely
impact near-term consolidated cash flows.

WMB's ongoing corporate restructuring has narrowed the scale and
scope of the company. With planned asset sales nearing completion,
WMB has emerged as a smaller integrated natural gas company with
core operations encompassing FERC regulated interstate pipelines
(TGPL and NWP), exploration and production, and midstream gas and
liquids services. These businesses should continue to generate a
relatively predictable earnings and cash flow stream going forward
with potential commodity prices volatility in the E&P segment
offset by the cash flow stability of TGPL and NWP and WMB's
growing portfolio of fee based midstream gas gathering assets.
Commodity price risk at E&P is further mitigated by WMB's hedging
strategy and focus on developing lower risk Rocky Mountain based
tight sands and coalbed methane gas reserves.

Although WMB has been successful in winding down speculative
trading positions, there is a high degree of uncertainty
concerning the future of Power's sizable tolling contract
portfolio. WMB currently has long-term tolling agreements for
approximately 7,500 megawatts of generating capacity under which
it is obligated to make fixed payments averaging $400 million over
the next several years with total gross payments of $6.7 billion
through 2022. Importantly, WMB has sold forward a significant
portion of its tolling exposure at above market spark spreads thus
minimizing the near-term cash flow strain at Power. Fitch
estimates that existing physical power sales contracts combined
with other financial hedges covers roughly 75% of Power's fixed
costs structure, including overhead, through 2006.

Current consolidated credit protection measures are weak primarily
due to higher interest costs, working capital requirements at
Power, and the assumption of several financial obligations related
to WMB's former communications subsidiary. For the 12 month period
ended June 30, 2003 EBITDA/Interest and FFO/Interest approximated
1.4 times (x) and 1.9x, respectively. However, WMB's recently
announced tender offer for approximately $1.6 billion of notes and
debentures, including $1.4 billion of 9.25% notes due March 2004,
provides a jump start to the company's debt reduction plan and
should ultimately accelerate an expected recovery in key
consolidated credit protection measures. Fitch estimates that WMB
currently has unrestricted cash in excess of $3 billion which
could ultimately be utilized to fund the tender offer.

The following is a summary of outstanding ratings affected by the
action:

   The Williams Companies, Inc.

        -- Senior unsecured notes and debentures 'B+';
        -- Feline PACs 'B+';
        -- Senior secured debt 'BB';
        -- Junior subordinated convertible debentures. 'B-'.

   Williams Production RMT Co.

        -- Senior secured term loan B 'BB+'.

   Northwest Pipeline Corp.

        -- Senior unsecured notes and debentures 'BB'.

   Transcontinental Gas Pipe Line Corp.

        -- Senior unsecured notes and debentures 'BB'.


WORLDCOM INC: Resolves Claim Dispute with Wiltel Communications
---------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates ask the Court to approve
a settlement agreement with WilTel Communications LLC, formerly
known as Williams Communications, LLC, to resolve a dispute
arising from their business relationship.

The Debtors allege that Williams owes $12,000,000 for prepetition
services that they provided pursuant to certain service
agreements.  Williams disputes owing a portion of the obligation.

Williams, on the other hand, alleges that the Debtors owe
$6,000,000 in outstanding balance for the prepetition services it
rendered.  Similarly, the Debtors dispute owing a portion of the
alleged debt.

Pursuant to a Compromise Agreement, the Debtors and WilTel agree:

   (a) that WilTel will be allowed these Claims:

       Claim Amount   Debtor
       ------------   ------
         $3,022,273   Intermedia Communications, Inc.
              7,187   WorldCom, Inc.
              5,800   MCI International Telecommunications Corp.
              2,900   MCI International Telecommunications Corp.

   (b) that WilTel will pay the Debtors $9,471,844;

   (c) that, upon receipt of payment, the Debtors will issue a
       credit for $2,634,897 to WilTel;

   (d) to effectuate mutual releases; and

   (e) that the automatic stay in the Debtors' cases will be
       modified to the extent necessary to implement and give
       effect to the Settlement Agreement.

Lori R. Fife, Esq., at Weil, Gotshal & Manges LLP, in New York,
asserts that the Settlement is fair and reasonable.  Absent the
Settlement, the Parties might require extensive judicial
intervention to resolve their many disputes.  Litigation would be
costly, time-consuming, and distracting to management and
employees alike. (Worldcom Bankruptcy News, Issue No. 39;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


W.R. GRACE: Seeks Court Approval to Name President and COO
----------------------------------------------------------
W. R. Grace & Co. (NYSE:GRA) announced that it had filed a motion
before the U.S. Bankruptcy Court in Delaware seeking permission to
hire a President and Chief Operating Officer. Paul J. Norris
currently serves as Chairman, President and Chief Executive
Officer of W. R. Grace & Co. and will continue to serve as
Chairman and Chief Executive Officer.

The decision to create this new position was made after Mr. Norris
informed the Board of Directors his current intention to remain
with the company until its emergence from Chapter 11, depending on
the timing of that emergence, and the need to address succession
planning with regard to the CEO position. The Board concluded that
Grace would benefit by adding a highly qualified and experienced
individual who could focus solely on improving the financial
performance of Grace's core businesses and provide an additional
internal candidate for succession planning. Mr. Norris will
dedicate a greater portion of his time to manage corporate-wide
issues.

Subsequently, a candidate to become President and Chief Operating
Officer has been selected and a compensation package with this
person has been negotiated. Appointment of this person to be
President is contingent upon the bankruptcy court's approval,
which will be on the agenda at the hearing scheduled for November
17, 2003.

Grace is a leading global supplier of catalysts and silica
products, specialty construction chemicals and building materials,
and sealants and coatings. With annual sales of approximately $1.8
billion, Grace has over 6,000 employees and operations in nearly
40 countries. Visit the Grace Web site at http://www.grace.com


* 10th Aircraft Fin. Conference to Address New Capital Sources
--------------------------------------------------------------
What financing and leasing options are available for the aviation
industry today? Where will sources of financing for new aircraft
demand be found? And how can investors capitalize on these
demands? To provide today's airline investors, company management,
and advisors with the right tools to benefit from these new
opportunities, Strategic Research Institute is pleased to announce
the 10th Annual Aircraft Finance Transactions Conference. This
annual event provides key information and contacts for investors,
advisors, and financial executives in the airline industry. To
celebrate our 10th Annual event, we will be offering this year's
program at the Aladdin Resort & Casino in Las Vegas, NV on October
27 - 28, 2003.

For the first time in ten years, Strategic Research Institute has
structured the two-day conference agenda to be presented in half-
day segments. Through compelling discussions, analytical
presentations, and informative sessions, four major financial
themes facing the commercial aviation industry will be addressed:
New challenges and opportunities; Securing capital in a volatile
market; Bankruptcy, restructuring, and turnaround management; and
International updates. Among these segments, topics will include:
new sources for raising capital, such as hedge funds and private
equity; access to public markets for aircraft finance; airline
restructuring and turnaround management; trading in distressed
EETC debt and bankruptcy claims; trends in ECAs, operating leasing
and innovative structures; opportunities in China and the Middle
East: Post-SARS and Post-war; how manufacturers are financing the
capital requirements of airlines; and a Capetown update on
contract drafting practices and transaction procedures.

During the exclusive networking events, including luncheons and a
cocktail party at the Aladdin Resort, attendees will have the
opportunity to meet with decision-makers from: Aero Records &
Title Company; Airlogic S.A.; Alston & Bird LLP; America West
Airlines; Aviation Capital Group Corp.; Avitas; Brigard & Urrutia;
Brown Rudnick Berlack Israels LLP; CIT Aerospace; Citigroup Global
Markets; Credit Suisse First Boston; Daugherty, Fowler, Peregrin &
Haught; DeBee Gilchrist & Lidia; debis AirFinance; Delta Airlines;
Ernst & Young Corporate Finance LLC; Eureka Capital Markets;
Evergreen International Aviation; Export - Import Bank of the
U.S.; FINOVA Capital Corporation; First American Transportation
Title Insurance Company; Fulbirght & Jaworski; GE Capital Aviation
Services; Greenberg Traurig; Junyi Law Office; Kaye Scholer LLP;
Kirkland & Ellis; Lewis and Roca, LLP; Mannheimer Swartling
Lawfirm; McAfee & Taft, P.C.; McKenna Long & Aldridge, LLP; Mesa
Air Group; Moody's Investors Service; Morton Beyer & Agnew; Novus
Management & Consulting S.A.; Oasis International Leasing, Inc.;
Pegasus Aviation, Inc.; PPM America; Residco; Rothschild, Inc.;
Seabury Group; Standard & Poor's Rating Services; TACA; Tekharbor,
Ltd; TIMCO Aviation Services; Tombo Aviation, Inc.; Transamerica
Aircraft Finance; UBS Investment Bank; US Bancorp Piper Jaffray;
Wachovia Bank; Whittall-Scherfee Law Offices; Willis Lease Finance
Corporation; Xavier, Bernardes, Braganca, Sociedade de Advogados;
and many more.

For information or to register: http://www.srinstitute.com/AIRor
contact: info@srinstitute.com or 1-888-666-8514 (Phone).

Please mention keycode DPR000774 when registering


* Marshack Shulman Hodges & Bastian Open Riverside Office
---------------------------------------------------------
The law firm of Marshack Shulman Hodges & Bastian LLP (MSHB)
announced the opening of its Riverside, Calif. office. Managing
Partner, Leonard M. Shulman will lead the firm's new office and
its expansion into the Inland Empire market. MSHB is renowned
throughout Southern California as a leader in bankruptcy law and
related bankruptcy litigation matters.

"The firm's addition of an office in Riverside County is evidence
of our desire to meet the demands and needs of the growing
business community and our existing clients in the area," stated
Mr. Shulman. "Riverside is a great and historic city, and we are
delighted to be opening this new office and look forward to
working with our colleagues offering our firm's unmatched
bankruptcy law services to all of our clients in that region," Mr.
Shulman added.

          About Marshack Shulman Hodges & Bastian LLP

The firm was founded in the early 1990s by Richard Marshack, now
of counsel to the organization. By the mid to late 1990s, the firm
had evolved into a full-service bankruptcy law firm whose growth
rate outpaced that of the local economy. Leonard M. Shulman joined
the firm in the mid 1990s to expand the firm's bankruptcy trustee
and litigation practice.

Ronald S. Hodges joined the firm in 1995 and immediately
contributed a depth and breadth to the firm's emerging bankruptcy
litigation department, which continues to expand today.

As the firm matured through the 1990s, new clients and partners
were added, including James C. Bastian, who was named partner in
1999. Mr. Bastian specializes in a variety of insolvency and
bankruptcy related matters, and successfully led trade vendors
through the unprecedented County of Orange bankruptcy proceedings,
in fact, recovering 100 cents on the dollar for this constituency.

Throughout the firm's expansion, Marshack Shulman Hodges & Bastian
has earned its reputation as one of the finest law firms of its
kind, not only in Southern California, but throughout the region.
The business community has recognized that the firm's team is
bright, vibrant, quick-thinking and able to devise solutions to
severe and complex problems. Practice areas currently handled by
the firm include: committee representations, trustee
representation, bankruptcy litigation, including prosecution of
D&O claims, business reorganizations, employment and labor law,
complex personal injury, bad faith (representing the plaintiff),
all in the context of a bankruptcy proceeding.

For more information regarding Marshack Shulman Hodges & Bastian
LLP, please call 949-340-3400 or visit http://www.mshblaw.com.


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

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

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


                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***