TCR_Public/031017.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, October 17, 2003, Vol. 7, No. 206   

                          Headlines

866 3RD NEXT: Brings-In Katten Muchin as Litigation Counsel
ADVANCED COMMUNICATIONS: Moving Forward with Restructuring Plan
ALAMOSA HOLDINGS: Majority of Noteholders Back Prepackaged Plan
AMERICAN FINANCIAL: Will Publish Third-Quarter Results on Oct 29
AMERICAN PLUMBING: Receives Court Approval of First Day Orders

ANC RENTAL: Completes Sale of All Assets to Vanguard Car Rental
ANC RENTAL: Balks at Deutsche Bank's Demand for $5.25MM Payment
ANNUITY & LIFE: Look for Third-Quarter Results on November 13
ASBURY AUTOMOTIVE: Provides Prelim. Third-Quarter Ops. Results
ATSI: Ch. 7 Trustee Hires Peisner Johnson as Tax Consultants

BALDWIN CRANE: Nina Parker Serving as Bankruptcy Attorney
BUDGET GROUP: Lease Decision Period Extension Hearing on Oct. 24
CELLSTAR CORP: Third-Quarter Results Enter Positive Territory
CERUS CORP: Baxtel Capital Sues Company Seeking Debt Repayment
CERUS CORP: Initiates Restructuring and Cost-Cutting Efforts

CHANNEL MASTER: Taps CB Richard as Manufacturing Facility Broker
CHESAPEAKE CROSSING: Wants to Use Wells Fargo's Cash Collateral
CHI-CHI'S INC: Selling All Assets to CC Acquisition for $4 Mill.
COLLINS & AIKMAN: Enters into Neutrality Agreement with UAW
COLLINS & AIKMAN: UAW President Commends Company re Agreement

CONSECO INC: CNC and CFC Dockets Will Be Maintained Separately
CORNERSTONE PROPANE: Commences Search for Bidders for Assets
CREDIT SUISSE: Class M Notes Rating Cut to Junk Level at CCC
DAN RIVER: Sr. Lenders Waive Covenant Violation Under Credit Pact
DELTA WOODSIDE: Will Publish First-Quarter 2004 Results on Tues.

DELTRONIC CRYSTAL: Taps Nowell Amoroso for Legal Services
ENRON: Enron Acquisition Seeks Clearance for Reemay Settlement
EXIDE TECHNOLOGIES: Committee Earns Nod to Examine R2, et al.
FEDERAL-MOGUL: Balks at Russell Reynolds Retention by Committees
GENSCI ORTHOBIOLOGICS: Bankruptcy Court Confirms Chapter 11 Plan

GLOBAL CROSSING: Court Disallows 335 Unsubstantiated Claims
HQ GLOBAL: Court Confirms 2nd Amended Joint Reorganization Plan
INFOUSA: Third-Quarter EBITDA Slides-Down to $17 Million
INTEGRATED HEALTH: IHS Liquidating Want More Time to File Report
INTERFACE INC: Look for Third-Quarter 2003 Results on Wednesday

INTERNATIONAL PAPER: Martha Finn Brooks Elected to Co.'s Board
IVACO INC: Canadian Court Extends CCAA Stay Until November 14
JACK IN THE BOX: Corp. Credit Rating Slides Down a Notch to BB
K2 DIGITAL: Exploring Alternatives Including Asset Liquidation
KAISER ALUMINUM: Seeking Approval of Agreements with Insurers

KEYSTONE AUTOMOTIVE: S&P Assigns Low-B Credit & Debt Ratings
KINGSLEY COACH: Mantyla Reynolds Expresses Going Concern Doubt
LEAP WIRELESS: Wins Approval to Tap Falkenberg as Expert Advisor
LNR PROPERTY: Commences Tender Offer for 10-1/2% Sr. Sub. Notes
LNR PROPERTY: Agrees to Sell $300 Million Of Senior Sub. Notes

LORAL SPACE: Unit to Build New Satellite for PanAmSat Corp.
MAGNATRAX CORP: Plan Confirmation Hearing Set for October 28
MARV I & II: Fitch Affirms Ratings on Various Note Classes
MAXXIM MEDICAL: Gets OK to Tap Thomas Howell as Tax Consultants
MCALISTER ENTERPRISES: Case Summary & 8 Largest Unsec. Creditors

MEASUREMENT SPECIALTIES: Joseph R. Mallon Steps Down from Board
MEDIX RESOURCES: CEO Darryl Cohen Named Chairman of the Board
MILLER INDUSTRIES: Taps Joseph Decosimo & Co. as PwC Replacement
MIRANT CORP: Wants Approval of Amended Prepetition Credit Pact
MUZAK HLDGS.: S&P Keeps Negative Outlook on Low-B Credit Rating

NEW CENTURY FIN'L: Applauds S&P's BB- Credit and B+ Debt Ratings
NRG ENERGY: Gets Nod to Implement McClain Bidding Procedures
OMNOVA: Weak Oper. Results Prompt Fitch's Ratings Downgrade
OWENS & MINOR: Third-Quarter 2003 Results Reflect Strong Growth
OWENS-ILLINOIS: Holding 3rd Quarter Conference Call on Wednesday

PETROLEUM GEO-SERVICES: Jr. Subordinated Creditors Approve Plan
PETROLEUM GEO-SERVICES: Senior Creditors Approve Workout Plan
PHIBRO ANIMAL: S&P Upgrades Junk Corporate Credit Rating to B-
POLAROID CORP: Committee Sues Judith Boynton to Recoup $1.2 Mil.
QUINTEK TECHNOLOGIES: Reports Progress on Debt Restructuring

REDBACK NETWORKS: Sept. 30 Balance Sheet Upside-Down by $79 Mil.
RELIANT RESOURCES: Closes Desert Basin Plant Sale to Salt River
RIDGECREST VILLAGE: Weak Operating Results Spur Bond Rating Cut
SAMSONITE CORP: Appoints Six New Members to Board of Directors
SEL-LEB MARKETING: Loan Agreements with Merrill Lynch Terminated

SIEBEL SYSTEMS: Third-Quarter 2003 Net Loss Reaches $59 Million
SIEBEL SYSTEMS: Inks Definitive Pact to Acquire UpShot Corp.
SIEBEL SYSTEMS: Acquires Motiva Inc.'s Assets  
SK GLOBAL: Wants Removal Period Extended Until December 19, 2003
SLM PALM BEACH: Case Summary & 5 Largest Unsecured Creditors

SONO-TEK CORP: August 30 Net Capital Deficit Narrows to $620K
STILLWATER: Inks Secondary Metal Sourcing Pact with Power Mount
STOLT OFFSHORE: Lenders Extend Covenant Waiver Until November 26
STOLT OFFSHORE: Third-Quarter Net Loss Widens to $22 Million
STONE & WEBSTER: Court to Consider Plan on October 31, 2003

SUPERIOR TELECOM: Plan Confirmation Hearing Set for October 22
SUTTER CBO: Fitch Takes Rating Actions on Series 1999-1 Notes  
US AIRWAYS: Reaches Stipulation Settling ABN AMRO Bank Claims
U.S. WIRELESS DATA: June 30 Working Capital Deficit Tops $1.5MM
USG CORP: L&W Wants to Purchase Secret Building Supply Business

VIALINK COMPANY: Notes' Maturity Extended Until April 9, 2004
WEIRTON STEEL: Projected Distribution to Creditors Under Plan
WESTERN WIRELESS: Will Host 3rd-Quarter Conference Call on Thurs
WOLVERINE TUBE: Will Publish Third-Quarter Results on October 31
WORLDCOM INC: Court Approves $33-Mill. Asset Sale to Bracebridge

WRC MEDIA: Names New Executives and Creates New Operating Unit

* BOOK REVIEW: Competitive Strategy for Health Care
               Organizations: Techniques for Strategic Action

                          *********

866 3RD NEXT: Brings-In Katten Muchin as Litigation Counsel
-----------------------------------------------------------
866 3rd Next Generation Hotel, LLC wants to employ Katten Muchin
Zavis Rosenman as Special Corporate and Litigation Counsel in
connection with the corporate legal matters that may arise in the
Debtor's reorganization proceeding and in interim hotel
operations.

Specifically, the Debtor expects Katten Muchin to provide services
including:

     a. representing the Debtor's estate in connection with
        researching, analyzing and prosecuting any and all
        claims that may exist against others in regard to the
        past and present operation of the hotel, including
        Marriott International, Avendra LLC and vendors who may
        have engaged in commercial bribery in regard to this
        hotel, and others against whom the Debtor may have
        claims;

     b. providing all corporate legal services related to, or
        necessary for, the Debtor's reorganization, including
        interim operation of the hotel during the proceeding and
        contractual arrangements relating to that operation, on-
        going ownership legal matters which may require
        specialized real estate or hospitality industry legal
        knowledge during hotel operation, transition to other
        uses and/or shutting down of the hotel, and assistance
        with specialized hotel aspects of motions and orders in
        this proceedings and in any eventual proposed plan; and

     c. providing all other legal services to the Debtor
        necessary to fully perform the foregoing services.

K.C. McDaniel, a partner of the firm of Katten Muchin, reports
that in exchange for their services, will bill the Debtor with:

          Partners                 $400 to $650 per hour
          Associates               $185 to $440 pr hour
          Paraprofessionals        $65 to $180 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.


ADVANCED COMMUNICATIONS: Moving Forward with Restructuring Plan
---------------------------------------------------------------
Advanced Communications Technologies, Inc. (OTCBB:ADVC) is in line
with its strategic plan to restructure the Company, and has
already taken its first proactive step towards turning ACT into a
valuable operating business.

The Company's access to capital under its equity line of credit
facility with Cornell Capital Partners, L.P., which became
available on July 31, 2003 when the SEC declared its registration
statement effective, has enabled the Company to begin
restructuring its outstanding debt with creditors and clean up its
balance sheet.

"We have either settled or are in the process of settling a
majority of our debt obligations with our creditors," said Wayne
Danson, ACT's President and CFO. Danson continued, "Our objective
is to have the company's obligations significantly settled and
discharged by the end of the year. While this goal may be
aggressive, management is working conscientiously towards
attaining this result." The Company has settled over $800,000 of
debt obligations with creditors since September.

As part of ACT's overall reformation, the Company is actively
pursuing the acquisition of one or more operating businesses with
a proven product and dynamic management. This process has just
begun and the Company does not anticipate any meaningful
transactions until the first quarter 2004. "We need to restructure
the company's financial picture before we aggressively pursue our
expansion plans," said Danson. Cornell Capital voiced their
support and offered their availability to assist ACT in finding
appropriate business expansion opportunities.

Management is also considering the possible future spin-off or
sale of its rights to the SpectruCell product, which include the
exclusive marketing and distribution rights throughout the North
and South American markets. "We are actively considering these
possibilities as well as other options in an effort to provide
multiple sources of growth for the company and value to our
shareholders", said Danson. The potential spin-off or sale of the
rights to the SpectruCell product is consistent with management's
vision of a new and diverse Company.

The Board of Directors expressed excitement about the future
possibilities and new direction of the Company.

Advanced Communications Technologies Inc., owns the exclusive
marketing and distribution rights throughout the North and South
American markets to SpectruCell, a software-defined radio (SDR)
multiple protocol wireless system that is currently under
development, consisting of hardware and software that enables
network providers to install a single base station and configure
it to any or all protocols. At June 30, 2003, the Company's
balance sheet shows a total shareholders' equity deficit of about
$6 million.


ALAMOSA HOLDINGS: Majority of Noteholders Back Prepackaged Plan
---------------------------------------------------------------
Alamosa Holdings, Inc. (OTC Bulletin Board: ALMO), the largest
(based on number of subscribers) PCS Affiliate of Sprint (NYSE:
FON, PCS), said that after modifying its proposed Exchange Offers,
it has received commitments from holders of approximately 68%
percent of its existing notes to support and tender into the
Exchange Offers and vote in favor of the pre-packaged plan of
reorganization.

Based on the modifications and receipt of support from over 2/3rds
of its note holders, Alamosa has now extended the Exchange Offers
and the voting deadline on the Prepackaged Plan until October 29,
2003 at 5 P.M. Eastern.

Alamosa modified the Exchange Offers by changing the dividend rate  
on the Series B preferred stock, increasing it on the Series B
preferred stock from a 6% accretion/4.5% annual dividend rate to a
fixed 7.5 percent annual dividend rate with payment of dividends
quarterly as outlined above.  The Exchange Offers were also
modified to include a new Series C preferred stock with a
conversion price of $4.25.  Terms of the Series C preferred are
identical to the Series B preferred stock to be issued under the
Exchange Offers, except that the Series C conversion price is
$4.25, compared to the Series B conversion price of $3.40.  
Through July 31, 2008, Alamosa has the option to pay preferred
dividends: (i) in kind with Series C Preferred shares, (ii) in
common stock valued at the stock's average closing price for the 5
trading days prior to the dividend record date, or (iii) in cash
(subject to certain restrictions under the senior secured credit
facility); or (iv) any combination thereof.  

All dividends payable after July 31, 2008 must still be paid in
cash.  Issuance of the Series B and Series C preferred stock could
potentially result in an additional 6.9% dilution of the fully
diluted, fully converted common stock based on the Exchange
Offers, if all dividends are paid in Series C preferred stock
until July 2008 and if Alamosa does not redeem the Series B and
Series C preferred stock before its maturity in 2013.

Other modifications include the elimination of the Contingent
Value Rights, the addition of the right for Alamosa to redeem the
preferred stock after 3 years and the elimination of the
"automatic conversion" feature.  The CVR's were initially offered
as additional compensation if Alamosa's common stock did not trade
above the $3.40 target price during a six-month period after the
close of the Exchange Offers.  Alamosa can also redeem the
preferred stock, based on a tiered premium schedule, beginning in
year 4 at a premium of 25 percent over the stated value of the
preferred stock.  The premium declines 5 percent per year until
the premium is eliminated.  Finally, Alamosa would have had the
right to "automatically convert" the remaining preferred shares
to common stock once 2/3 of the preferred shares were initially
converted. That provision is no longer contained in the Exchange
Offers.

"The modifications we made to the Exchange Offers were needed to
ensure its success, which is in the best interest of Alamosa and
its stakeholders," said David E. Sharbutt, Chairman and Chief
Executive Officer of Alamosa Holdings, Inc. "After having already
received agreements from approximately 68% of our note holders to
tender into the Exchange Offers and to vote in favor of the pre-
packaged plan, we remain focused on reaching our target of 97
percent acceptance by the October 29, 2003 deadline and in
achieving our long-term goals for Alamosa."

As of the close of business on October 15, 2003, prior to these
modified terms, approximately $233.2 million in principal amount
of 12.5% Senior Notes due 2011 and principal amount of 13.625%
Senior Notes due 2011 and $185.5 million principal amount of
12.875% Senior Discount Notes due 2010, had been validly tendered
and not withdrawn in the Exchange Offers.

Alamosa Holdings, Inc.  (S&P, CC Corporate Credit Rating,
Negative) is the largest PCS Affiliate of Sprint based on number
of subscribers. Alamosa has the exclusive right to provide digital
wireless mobile communications network services under the Sprint
brand name throughout its designated territory located in Texas,
New Mexico, Oklahoma, Arizona, Colorado, Utah, Wisconsin,
Minnesota, Missouri, Washington, Oregon, Arkansas, Kansas,
Illinois and California. Alamosa's territory includes licensed
population of 15.8 million residents.


AMERICAN FINANCIAL: Will Publish Third-Quarter Results on Oct 29
----------------------------------------------------------------
American Financial Group, Inc. (NYSE: AFG) expects to release its
2003 third quarter results on Wednesday, October 29, 2003 before
9:30am ET. The earnings release will be available shortly
thereafter on AFG's Web site at http://www.amfnl.com

In conjunction with its earnings release, AFG will hold a
conference call to discuss the third quarter 2003 results at 11:30
am ET that day. There are two alternative communication modes
available to listen to the call.

                         Over the Telephone

Telephone access will be available by dialing 1-800-946-0782.
Please dial in 5 to 10 minutes prior to the scheduled start time.
A replay of the call will also be available two hours following
the completion of the call, at around 2:30 p.m. and will run until
8:00 p.m. on November 5, 2003. To listen to the replay, dial 1-
888-203-1112 and provide the confirmation code 778988.

                        Live on the Internet

The conference call will also be broadcast live over the Internet.
To listen to the call via the Internet, go to AFG's Web site --
http://www.amfnl.com-- and follow the instructions at the Webcast  
link. The archived webcast will be available immediately after the
call on AFG's Web site until Wednesday, November 5, 2003 at 11:59
pm.

                         *    *    *

The following rating American Financial Group, Inc., has been
changed to align it with the revised notching established and
presented in the criteria piece by A.M. Best. The revision of the
rating does not reflect any change in A.M. Best's view of the
overall quality, level of capitalization or expected operating
performance of the company.

                                       From      Revised to
                                       ----      ----------
     American Financial Group, Inc.
          Preferred securities         bbb-      bb+


AMERICAN PLUMBING: Receives Court Approval of First Day Orders
--------------------------------------------------------------
American Plumbing & Mechanical, Inc. announced that the United
States Bankruptcy Court for the Western District of Texas, San
Antonio Division approved all of the Company's first day motions.

The relief requested by these motions is intended to provide AMPAM
the necessary administrative, procedural and substantive tools to
support its customers, employees, vendors and other business
partners. Among these first day motions, the Company requested the
authority to obtain interim financing, the use of cash collateral
and to maintain existing cash management systems.

AMPAM's financial and operational stability during the Company's
voluntary restructuring under Chapter 11 was enhanced through the
relief provided to the Company. Approval for immediate use of the
proceeds of the debtor-in-possession financing and cash collateral
should provide for the Company's cash requirements for working
capital, collateralizing surety bonds and general corporate needs
for the interim period. Robert Christianson, Chairman of the Board
and CEO, stated, "We are pleased with the Court's prompt approval
of all of our 'first day motions.' The relief granted will enable
AMPAM to continue on a business-as-usual basis with our customers
and suppliers during the restructuring process."

American Plumbing & Mechanical, Inc. and subsidiaries, is the
largest company in the United States focused primarily on the
residential plumbing, heating ventilation and air conditioning
(HVAC) contracting services industry. The Company also provides
mechanical contracting services. AMPAM provides plumbing, HVAC and
mechanical installation services to single family residential,
multifamily residential and commercial construction customers.
Additional information and press releases about AMPAM are
available on the Company's Web site at http://www.ampam.com


ANC RENTAL: Completes Sale of All Assets to Vanguard Car Rental
---------------------------------------------------------------
The sale of the assets of ANC Rental Corporation, the owner of the
Alamo and National rental car brands, was completed Tuesday.  A
new entity, Vanguard Car Rental USA Inc., has assumed ownership of
substantially all of the U.S. assets and operations of ANC. Other
affiliates of Vanguard also completed the acquisition of ANC's
European and Canadian operations.

"Alamo and National are two outstanding brands in the car rental
industry. As a result of the closing of this acquisition and
related financing commitments of $2.45 billion, our company has
regained a strong financial base to assist in offering exceptional
service to our business and leisure customers.  We have a first-
rate management team in place with significant industry
experience, each of whom are working to ensure that customer
expectations will be our primary focus," said William Lobeck,
President and Chief Executive Officer.  "We will concentrate on
restoring National and Alamo to their former prominence.  National
will focus on meeting the needs of the high frequency business
traveler, offering them an extraordinary level of service and
great cars that can be accessed quickly.  Alamo, The official
rental car of the American vacation(TM), will focus on servicing
customers that require the value car rental benefits that make it
great- exceptional rates and extraordinary people."

William Lobeck served as the Chief Executive Officer and a
principal owner of National Car Rental from 1995 until its sale to
AutoNation in 1997, and as President and Chief Operating Officer
of AutoNation's Rental Group from 1997 to 1999.  Mr. Lobeck served
as the Chief Executive Officer of Thrifty Rent-A-Car System, Inc.
from 1981 until 1993, when it was sold to DaimlerChrysler.

Together, the Alamo and National brands make up one of the world's
largest car rental companies, with annual revenue of $2.4 billion
in 2002. Headquartered in Fort Lauderdale, Florida, the worldwide
organization employs more than 14,000 associates, has more than
3,200 hundred locations in 83 countries and serves customers with
a fleet of more than 217,000 automobiles.


ANC RENTAL: Balks at Deutsche Bank's Demand for $5.25MM Payment
---------------------------------------------------------------
Bonnie Glantz Fatell, Esq., at Blank Rome LLP, in Wilmington,
Delaware, representing the ANC Rental Debtors, asserts that
Deutsche Bank's request is premature. Although the Cerberus Sale
has been approved, it has not closed and remains subject to
certain closing conditions that have not yet been satisfied.  
Thus, the Court need not decide now whether or not the Sale could
be deemed a termination of the Letter Agreement.

Ms. Fatell contends that the Debtors have not in any way sought
to elect to terminate the Letter Agreement.  Deutsche Bank
presupposes as a forgone conclusion that selling the Debtors'
assets pursuant to the Purchase Agreement is tantamount to
electing to terminate the Letter Agreement.  However, this is not
the case.  While the effect of the Purchase Agreement and the
Cerberus Sale may make further financings by the Debtors
unnecessary, the Letter Agreement does not require the Debtors to
enter into additional subsequent financings with Deutsche Bank.  
Rather, the Letter Agreement only requires that the Debtors use
Deutsche Bank's services, and not the services of another
structuring or placement agent, if the Debtors decide to engage
in any subsequent financings.  The language of the Letter
Agreement makes it clear that the Debtors are not committed to
enter into additional financings.

Thus, Deutsche Bank's right of first refusal to act as exclusive
placement agent exists only "in the event" that the Debtors want
-- in their sole discretion -- to enter into new financings.  
There is no requirement that they enter into new financings and
Deutsche Bank's attempt to convert the Engagement Letter into a
requirements contract must be rejected.

The Debtors also dispute the amount of Deutsche Bank's Termination
Fee.  Because the Letter Agreement is clear and unambiguous that
the Termination Fee is only due and owing if the Debtors elect to
terminate the Letter Agreement, and because the Debtors have not
elected to terminate the Letter Agreement, Ms. Fatell asserts that
the Termination Fee is not now due and owing.

According to Ms. Fatell, the Cerberus Sale was clearly a
possibility at the time the Letter Agreement was executed and the
parties elected not to include any language providing that the
Sale constituted a termination event.  Furthermore, because the
Debtors are not required to enter into any subsequent financings
with Deutsche Bank, any argument that the Sale will cause the
termination of the Letter Agreement also fails.  If the Debtors
did not sell their assets and yet chose not to enter into any
additional financings, the Termination Fee would not at some
point become due and payable.  The Termination Fee would only
become due and payable if the Debtors elected to enter into a
financing arrangement with another financial institution contrary
to the terms of the Letter Agreement.  As a result, the Sale is
of no import as to whether the Termination Fee is now due and
payable.

Even if the Debtors did terminate the Letter Agreement, Ms.
Fatell notes that the Letter Agreement has been supplemented and
the Termination Fee reduced.  The Debtors have issued
$825,000,000 of securities with Deutsche Bank and Deutsche Bank
has earned fees in connection with the issuances amounting to
$12,000,000.  The terms of the amendment to the Letter Agreement
make it clear that the termination fee is compensatory in nature.

Had the Debtors issued Medium Term Notes up to the total
$1,050,000,000 MTN Notional Amount, pursuant to the Letter
Agreement, as amended, Deutsche Bank would be entitled to a
$2,250,000 fee.  In light of the Sale, Deutsche Bank is demanding
$5,250,000 for a Termination Fee -- more than it would be
entitled to if the Debtors actually issued the $225,000,000
outstanding under the MTN Notional Amount.

Ms. Fatell maintains that the Termination Fee was not intended as
a penalty.  The Termination Fee is intended as a fee Deutsche
Bank would have earned had the Agreement not been terminated.

For all these reasons, the Debtors ask the Court to deny Deutsche
Bank's request. (ANC Rental Bankruptcy News, Issue No. 40;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ANNUITY & LIFE: Look for Third-Quarter Results on November 13
-------------------------------------------------------------
Annuity and Life Re (Holdings), Ltd. (NYSE: ANR) will release its
earnings for the third quarter of 2003 on Thursday, November 13,
2003, and hold a conference call on Friday, November 14, 2003, at
9:00 a.m. EST.

                   Conference Call Information

    November 14, 2003, 9:00 a.m. EST
    719-457-2727 or 800-474-8920, Code # 557251

The call will be available for replay for seven days following the
conference call. The replay numbers are:

    719-457-0820 or 888-203-1112, Code # 557251

As previously reported, Fitch Ratings withdrew its 'C' insurer
financial strength rating on Annuity & Life Reassurance, Ltd.

The rating was withdrawn due to the company's announcement earlier
this year that it had ceased writing new business and had notified
its existing reinsurance clients that it could not accept
additional cessions under previously established treaties.

                  ENTITY/ISSUE/ACTION/PRIOR RATING

           Annuity & Life Reassurance, Ltd.

               -- Insurer financial strength Withdrawn/'C'


ASBURY AUTOMOTIVE: Provides Prelim. Third-Quarter Ops. Results
--------------------------------------------------------------
Asbury Automotive Group, Inc. (NYSE: ABG), one of the largest
automotive retail and service companies in the U.S., disclosed
selected preliminary financial information for the quarter ended
September 30, 2003 in conjunction with its live "investor day"
video web cast from the Company's new BMW Center in Richmond,
Virginia.

In his remarks during the web cast, Asbury President and CEO
Kenneth B. Gilman discussed third quarter earnings expectations
and highlighted the Company's same-store performance for the
quarter in its four lines of business: new vehicle sales; used
vehicle sales; parts, service and collision repair; and finance
and insurance products.  His comments primarily addressed Asbury's
performance at the "platform" level; final consolidated financial
results, including net income and earnings per share, will not be
announced until the Company issues its third quarter press release
on October 30, 2003.

In terms of earnings expectations, the Company stated that it was
comfortable with the current quarter analysts' consensus estimate
of $0.50 per share, after taking into account the impact of
discontinued operations and charges incurred in conjunction with
management changes in Oregon, Texas and at the corporate level.

Additional preliminary highlights for the quarter, as compared to
the third quarter of 2002, were as follows:

    * At the platform level, both sales and gross profit on a GAAP
      basis are expected to be up approximately 7 to 8%, and 3% on
      a same-store basis, in-line with the Company's growth model
      which calls for an even split between organic and
      acquisition related growth.

    * The Company experienced solid new retail unit sales trends
      during the first two months of the quarter; however, total
      new retail unit sales for the quarter were down on a same-
      store basis approximately 4% due to difficult September
      weather on the east coast and continuing difficulties in
      Oregon.  The Company noted that exclusive of Oregon's
      results, same-store new retail unit sales would have been
      flat.

    * On a dollar basis, new vehicle same-store retail sales were
      up approximately 4% due to the strength of the Company's
      brand mix and the resulting increase in average unit selling
      prices.  As expected, new vehicle retail gross profit margin
      continued to be under pressure, down approximately 70 basis
      points, but only $27 per vehicle due to brand mix.

    * Used vehicle retail unit sales were flat on a same-store
      basis, while the average selling price was down slightly,
      and gross profit margin was down approximately 50 basis
      points, or $100 per vehicle.

    * Fixed operations (parts, service and collision repair) on a
      same-store basis experienced approximately a 6% increase in
      revenue and an 8% increase in gross profit.

    * Net finance and insurance (F&I) income increased
      approximately 8% on a same-store basis and 11% on a PVR (per
      vehicle retailed) basis.

"In terms of our core businesses, the trends we saw during the
third quarter were for the most part consistent with what we
experienced in the previous quarter," said Mr. Gilman.  "We
continually work under the assumption that the retail side of our
business can be challenging at times.  That's why we emphasize the
balance and hence profit consistency provided by the services side
of our business.  With that said, I think this quarter's results
really serve to demonstrate the strength and balance of our
diversified retail and services business model, a balance intended
to deliver consistent results. We look forward to providing more
details when we report our consolidated financial results on
October 30."

The Company also reported that year-to-date it has completed four
acquisitions that represent approximately $330 million in
annualized revenues, including a BMW and Volvo store in Atlanta,
which is expected to generate in excess of $100 million in
annualized revenue.

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


ATSI: Ch. 7 Trustee Hires Peisner Johnson as Tax Consultants
------------------------------------------------------------
Helen G. Schwartz, the Chapter 7 Trustee for the estates of ATSI
Communications, Inc., and Telespan, Inc., sought and obtained
approval from the U.S. Bankruptcy Court for the Western District
of Texas to employ Peisner Johnson & Company LLP as Special Tax
Consultants for the estate.

The Trustee has selected Peisner Johnson because it is one of the
largest Certified Public Accountancy firms in the country that
limits its practice to primarily excise, income, franchise, state
and local use tax companies.

In this regard, Peisner Johnson will:

     a) conduct a detailed review and analysis of the Debtors'
        sales and tax records;

     b) copy those invoices and other documents that may qualify
        for a tax refund;

     c) research the applicable issues and schedule those items
        qualifying for refunds and provide the Trustee with a
        detailed report of all areas of state and federal tax
        relief, along with documentation in support of its
        position;

     d) upon the Trustee's approval, file the appropriate refund
        claims or amend state, local or excise tax returns as
        necessary; and

     e) perform any other services commensurate with the
        Trustee's needs and Peisner Johnson's expert knowledge
        in connection with sales/tax use and excise tax matters.

Andrew Johnson, in behalf of Peisner Johnson agreed to be paid a
contingency fee of 50% to any actual cash refund identified and
obtained by the firm.

ATSI Communications, Inc., filed for chapter 11 protection on
February 4, 2003 (Bankr. W.D.Tex. Case No. 03-50753). Martin
Warren Seidler, Esq., at Law Offices Of Martin Seidler represents
the Debtor in its restructuring efforts.  When the Company filed
for protection from its creditors, it listed over $10 million in
assets and less than $10 million in debts.


BALDWIN CRANE: Nina Parker Serving as Bankruptcy Attorney
---------------------------------------------------------
Baldwin Crane & Equipment Corporation sought and obtained approval
from the U.S. Bankruptcy Court for the District of Massachusetts
to retain Nina M. Parker, Esq. and Parker & Associates as
attorneys on a general retainer.

The Debtor tells the Court that it needs to retain Ms. Parker to
represent them in connection with:

     a) this chapter 11 case; and

     b) any chapter 7 proceedings, in the event that the Debtor
        seeks to convert this case to proceedings under
        chapter 7.

Ms. Parker will be compensated in her usual hourly rate of $275
per hour and $95 to $195 per hour for associates who might be
called upon to render their services.

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.


BUDGET GROUP: Lease Decision Period Extension Hearing on Oct. 24
----------------------------------------------------------------
Budget Group Inc., and its debtor-affiliates seek another 60-day
extension of the period within which they may elect to assume or
reject all of their remaining unexpired leases pursuant to Section
365(d)(4)3 of the Bankruptcy Code.  Specifically, the Debtors ask
the Court to extend their Lease Decision Period through and
including December 1, 2003.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, explains that the Debtors have largely
completed the process of evaluating each of their unexpired non-
residential real property leases for their economic desirability
and compatibility with their Chapter 11 process.  The Debtors
already obtained Court approval to assume and assign or reject a
vast majority of their unexpired leases.  Mr. Brady also relates
that, since the Petition Date, the Debtors expended considerable
time and resources on consummating the sale of their North
American operations, which included the assumption and assignment
of more than 7,000 contracts, including a majority of their
unexpired leases.  The Debtors also terminated several
unnecessary and economically improvident leases.

While the Debtors believe that they have made tremendous progress
in evaluating their unexpired leases, an extension of the Lease
Decision Period will provide them with the means to complete the
lease evaluation process.  There may also be additional unexpired
leases that the Debtors have not yet identified.

Mr. Brady assures the Court that the extension will not prejudice
the affected lessors.  Pending their election to assume or reject
the unexpired leases, the Debtors will perform all of their
obligations arising from and after the Petition Date in a timely
fashion, including payment of postpetition rent due, as required
by Section 365(d)(3) of the Bankruptcy Code.

The Court will convene a hearing on October 24, 2003 at 10:30
a.m. to consider the Debtors' request.  By application of
Del.Bankr.LR 9006-2, the Debtors' Lease Decision Period is
automatically extended through the conclusion of that hearing.
(Budget Group Bankruptcy News, Issue No. 27; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


CELLSTAR CORP: Third-Quarter Results Enter Positive Territory
-------------------------------------------------------------
CellStar Corporation (Nasdaq: CLST), a value-added wireless
logistics and distribution services leader, reported net income of
$1.4 million or $0.07 per diluted share for the third quarter,
compared to a net loss of $8.1 million or $0.40 per diluted share
in the second quarter.  Net income in the third quarter of 2002
was $6.1 million or $0.30 per diluted share.

CellStar reported revenues of $442.4 million for the quarter ended
August 31, 2003, compared to $436.1 million in the second quarter
and $509.2 million in the third quarter of fiscal 2002.  
Consolidated revenues declined $66.8 million or 13.1% from the
prior year primarily due to a decrease in sales in the People's
Republic of China during the first half of the quarter as a result
of the outbreak of severe acute respiratory syndrome, and
increased market competition from local manufacturers in the PRC.  
Consolidated revenues compared to last year were further impacted
by the conversion of a U.S. customer to consignment in the fourth
quarter of 2002.

Year to date revenues as of August 31, 2003 were $1.4 billion,
compared to $1.7 billion in the first 9 months of fiscal 2002.  
The Company reported a year to date net loss of $23.5 million
compared to net income of $11.6 million in 2002.  The year to date
loss in 2003 includes a $17.2 million, net of taxes, goodwill
write-off related to the Company's operations in Asia Pacific,
Sweden and The Netherlands.  The year to date net income in 2002
included a $10.9 million gain, after tax, from early
extinguishment of debt related to the exchange offer, which was
completed in February of 2002.

Gross profit for the third quarter increased to $24.3 million from
$16.7 million in the second quarter and declined from $33.9
million in the prior-year quarter.  In the second quarter, the
market price on certain Motorola handsets in China declined and
the Company accordingly wrote this inventory down below cost.  
During the third quarter, the Company returned the product to
Motorola at original cost.  Gross margin increased to 5.5% from
3.8% last quarter and declined from 6.7 % of revenues in the third
quarter of 2002.

Selling, general and administrative (SG&A) expenses for the third
quarter declined to $20.8 million from $28.0 million in the second
quarter and $27.3 million in the third quarter of 2002.  The
decline in SG&A from the second quarter was due to $3.0 million of
expenses related to the IPO postponement in the second quarter as
well as reductions in bad debt, payroll and benefits and insurance
premiums.  SG&A declined $6.5 million compared to the third
quarter of 2002 due to reductions primarily in payroll and
benefits, insurance premiums, bad debt and advertising and
marketing expenses totaling $5.0 million.  Exited operations
accounted for $1.5 million of the decline. SG&A as a percent of
revenues was 4.7% in the third quarter, 6.4% in the second quarter
and 5.4% in the third quarter of 2002.

Interest expense in the third quarter was $1.7 million, compared
to $1.7 million last quarter and $1.6 million in the third quarter
a year ago.

"After reporting consolidated net losses for the last three
quarters we are pleased to report a profitable third quarter,"
said Chief Executive Officer Terry S. Parker.  "Asia was
profitable once again, even though our operations in China did not
begin to return to normal operating levels until the middle of the
third quarter.  Handset shipments in China have increased
significantly in the last couple of months.  During the months of
August and September we shipped more handsets than any other month
this year."

                        Regional Results

Revenues in Asia Pacific, the Company's largest revenue-producing
region, were $189.0 million for the third quarter, compared to
$193.2 million last quarter and $259.3 million in the third
quarter of last year.  Revenues in the PRC were up $4.4 million
compared to the second quarter of this year and down $63.4 million
compared to the third quarter of 2002.

For the quarter ended August 31, 2003, the Company recorded
operating income of $1.0 million for Asia Pacific, compared to an
operating loss of $7.9 million in the prior quarter and operating
income of $9.0 million in the third quarter of last year.

Revenues in the North America region were $137.9 million compared
to $120.6 million in the second quarter and $145.3 million in the
third quarter of 2002.  Revenues from a major carrier customer in
the U.S. were down significantly as a result of converting that
customer to a consignment model during 2002, and an overall
decrease in handset volume to that customer during the third
quarter of this year.  Excluding this account, revenues in North
America grew 23% from third quarter last year.

North America continues to be profitable with operating income for
the third quarter of $3.8 million compared to $3.2 million in the
prior quarter and $6.7 million in the third quarter of 2002.

Revenues in Latin America were $88.0 million compared to $101.6
million in the second quarter and $76.5 million in the third
quarter of last year. Revenues in Mexico increased by 34.3% from
the second quarter to $56.0 million, and by 10.9% from the third
quarter of 2002.  Revenues in the Miami export operation were
$23.5 million compared to $38.3 million last quarter and $13.5
million in the third quarter of 2002.  Revenues in Miami decreased
sequentially due to a sourcing decision made by a carrier customer
in Colombia.  The Company primarily sources its Colombia business
out of the Miami export operation.  A large carrier customer in
Colombia temporarily shifted its business from Motorola products
to Korean products that are sourced directly from the
manufacturer.  Revenues in Miami increased year over year due to
increased business with customers in Central America and the
Caribbean.

The Company reported operating income in Latin America of
$492,000, compared to operating income of $99,000 last quarter,
and an operating loss of $3.3 million in the prior year quarter.  
The Company recorded a currency loss of $549,000 this quarter and
a currency gain of $1.8 million in Latin America in the second
quarter of 2003.

Revenues in Europe for the third quarter were $27.5 million
compared to $20.6 million last quarter and $28.1 million in the
prior year.  Operating income for the third quarter was $2.5
million compared to a $1.1 million operating loss last quarter.  
The increase in operating income was due to the recovery of
inventory reserves that were taken in Sweden last quarter and
credits received from manufacturers.  The Company also received a
favorable settlement on the facility lease in the U.K.  This
transaction concludes all non-tax items related to the closure of
the U.K. operation.  In September, the Company announced that it
had signed a definitive agreement to sell its Sweden operation to
AxCom AB, one of Sweden's leading distributors within the telecom
industry.  Earlier this week the Company was notified that the
competition authority in Sweden had approved the sale.  The sale
is expected to close during the fourth quarter, completing the
Company's exit from all of its operations in Europe.

"We have been very focused on operations this past year, as we
have been exiting those markets that showed little opportunity for
growth and profit, and have been improving those that were not
performing," said President and Chief Operating Officer Robert
Kaiser.  "This quarter's results reflect those efforts, as we were
profitable in all our regions for the first time since the first
quarter of 2001."

                   Consolidated Balance Sheet

Cash, cash equivalents and restricted cash at the end of the third
quarter were $77.6 million compared to $45.4 million last quarter,
reflecting cash flow from operations of $46.8 million in the third
quarter.

Accounts receivable for the third quarter decreased to $186.8
million compared to $210.4 million at the end of second quarter
2003.  Annualized accounts receivable days sales outstanding
increased from 36.1 in the preceding quarter to 41.5.

Inventory for the third quarter decreased to $172.8 million
compared to $177.9 million in the second quarter of 2003.  
Inventory in Latin America decreased by $20.1 million while
inventory in Asia increased by $12.7 million. The decline in
inventory in Latin America is due to improved purchasing and
inventory management practices.  Inventory in Asia increased as a
result of deferring purchase commitments from the second quarter
to the third quarter because of market conditions in the PRC
during the second quarter.  The Company continues to work with its
suppliers to reduce its exposure. Inventory turned at an
annualized rate of 8.9 times compared to 8.7 times in the prior
quarter.

Accounts payable for the third quarter were $182.7 million
compared to $161.5 million at the end of the second quarter 2003.

                            Liquidity

As of August 31, 2003, the Company had borrowed $24.5 million
under its domestic revolving credit facility.  Loans to support
operations in China totaled $77.9 million.  Restricted cash was
$11.3 million compared to $18.3 million last quarter.  The Company
also had $5.3 million borrowed under its credit facilities in
Sweden.

On August 31, 2003 the Company had $12.4 million of 12% Senior
Subordinated Notes outstanding that will mature January 2007.

                            Handset Data

CellStar handled 3.7 million handsets (including 0.8 million
consignment units) in the third quarter of fiscal 2003 compared to
4.0 million (including 0.7 million consignment units) in the third
quarter last year and 3.6 million (including 1.0 million
consignment units) in the second quarter of this year. The average
selling price of handsets in the third quarter was $136, compared
to $147 in the third quarter a year ago and $151 in the second
quarter this year.

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


CERUS CORP: Baxtel Capital Sues Company Seeking Debt Repayment
--------------------------------------------------------------
Cerus Corporation (Nasdaq:CERS) announced that Baxter Capital
Corporation, a financial subsidiary of Baxter International Inc.,
has commenced legal proceedings against Cerus seeking repayment of
amounts outstanding under a credit facility it provided to Cerus.

Baxter Capital alleges that changes in Cerus' business, including
the recent termination of the Phase III red blood cell clinical
trials, constitute a default under the credit facility. Cerus does
not agree that any default has occurred. The collaboration
agreements between Cerus and Baxter Healthcare Corporation
relating to the INTERCEPT Blood System are not a subject of this
action.

Cerus currently has $50 million in principal plus accrued interest
outstanding under the credit facility, which the company drew in
January 2003. Under the terms of the five-year loan, no interest
or principal is due until January 2008.

"Cerus and Baxter Healthcare Corporation continue to collaborate
on the development of the INTERCEPT Blood System, and Baxter's
sales and marketing teams have begun commercializing INTERCEPT
platelets in Europe," said Stephen T. Isaacs, president and chief
executive officer of Cerus. "Cerus is committed to supporting the
INTERCEPT collaboration with Baxter Healthcare and to continuing
progress on the INTERCEPT programs, while we work through this
loan issue with Baxter's separate finance subsidiary."

Cerus and subsidiaries of Baxter International Inc. are
collaborating on development of the INTERCEPT Blood System to
enhance the safety of blood transfusions. The INTERCEPT Blood
System for platelets is being launched in Europe. The product is
not yet approved in the United States. The companies are also in
late stage development of the INTERCEPT Blood System for plasma.

Cerus Corporation is developing medical systems and therapeutics
to provide safer and more effective options to patients. The
company is developing products based on its proprietary Helinxr
technology for controlling biological replication. Cerus' most
advanced programs are focused on systems to enhance the safety of
the world's blood supply. The INTERCEPT Blood System, which is
being developed in collaboration with subsidiaries of Baxter
International Inc., is based on the company's Helinx technology.
The INTERCEPT Blood System is designed to inactivate viruses,
bacteria, other pathogens, and white blood cells. The Concord,
California-based company also is pursuing therapeutic applications
of Helinx technology to treat and prevent serious diseases.


CERUS CORP: Initiates Restructuring and Cost-Cutting Efforts
------------------------------------------------------------
Cerus Corporation (Nasdaq:CERS) is restructuring its operations to
focus on its pathogen inactivation products for platelets and
plasma and on its pipeline of therapeutics and vaccines.

The company will reduce operating expenses primarily related to
its red blood cell program while it investigates alternative
approaches to advance that program. The company previously
announced termination of Phase III clinical investigation of
pathogen inactivated red blood cells. As a result of the
restructuring, the company will reduce its current workforce by
approximately 25 percent and expects to reduce its research and
development expenses for 2003 to approximately $55 million, from
previously projected expenditures of $60-65 million. The change in
focus is expected to result in an overall expense reduction of
$20-25 million in 2004 over 2003.

"We are working expeditiously to cut expenses relating to the red
blood cell clinical program," said Stephen T. Isaacs, president
and chief executive officer. "Meanwhile, we are working with
Baxter to commercialize INTERCEPT Platelets in Europe and to
complete the regulatory process for the product in the United
States. In addition, we are pleased to have a second product, the
INTERCEPT Blood System for plasma, approaching completion of Phase
III clinical trials and to have a pipeline of development-stage
therapeutic products."

Cerus separately announced the initiation of legal proceedings by
Baxter Capital Corporation concerning the $50 million loan
provided to it by Baxter earlier this year. The companies are in
disagreement on whether or not the loan is due at this time. The
collaboration agreements between Cerus and Baxter Healthcare
Corporation relating to the INTERCEPT Blood System are not a
subject of this action.

In addition to the INTERCEPT Blood System, Cerus also is
developing therapeutic and vaccine applications of its Helinx
technology. The company's Epstein Barr virus vaccine is designed
to protect organ transplant patients against this virus, which can
potentially cause malignant lymphoma. The company is also
developing an allogenic cellular immune therapeutic (ACIT)
designed to improve the outcome of stem cell transplants in
patients with lymphoma and leukemia. A second Phase I clinical
trial of the ACIT is expected to begin soon.

Cerus Corporation is developing medical systems and therapeutics
to provide safer and more effective options to patients. The
company is developing products based on its proprietary Helinxr
technology for controlling biological replication. Cerus' most
advanced programs are focused on systems to enhance the safety of
the world's blood supply. The INTERCEPT Blood System, which is
being developed in collaboration with subsidiaries of Baxter
International Inc., is based on the company's Helinx technology.
The INTERCEPT Blood System is designed to inactivate viruses,
bacteria, other pathogens, and white blood cells. The Concord,
California-based company also is pursuing therapeutic applications
of Helinx technology to treat and prevent serious diseases.


CHANNEL MASTER: Taps CB Richard as Manufacturing Facility Broker
----------------------------------------------------------------
Channel Master Holdings, Inc., and its debtor-affiliates want to
hire and retain CB Richard Ellis--Raleigh LLC as broker in
connection with the marketing and eventual sale of the Debtors'
740,000 square foot manufacturing and distribution facility
located at 1315 Industrial Park Drive in Smithfield, North
Carolina.

CB Richard Ellis has extensive experience, knowledge and expertise
as a commercial real estate broker and is well qualified to act as
the Debtors' broker in facilitating a sale of the Property.

Mr. J.D. "Butch" Miller informs the Debtors that the firm is a
"disinterested person" as defined within section 101(14) of the
Bankruptcy Code.

In consideration for its services, CB Richard Ellis is to receive
4% of the gross sales price for co-brokered transactions, and 3%
of the gross sales price for non-co-brokered transactions.

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: Wants to Use Wells Fargo's Cash Collateral
---------------------------------------------------------------
Chesapeake Crossing Associates, LLC is asking approval from the
U.S. Bankruptcy Court for the Eastern District of Virginia to use
cash collateral, which secures obligations to Wells Fargo Bank
Minnesota, N.A.

Prior to the Filing Date, the Debtor was a party to a note,
payable to First Union National Bank, which is secured by property
of the Debtor. The Note has been assigned to Wells Fargo Bank
Minnesota, N.A., as assignee and successor in interest to First
Union National Bank. The approximate balance owing on the Wells
Fargo Note, as of the Filing Date was $12,068,092.  To the best of
the Debtor's information and belief, Wells Fargo is the only
creditor of the Debtor with a lien upon Cash Collateral.

In order to remain in possession of its property and continue its
business activity in an effort to achieve successful
reorganization, the Debtor must use Cash Collateral in its
ordinary business operations.  Consequently, the Debtor requests
that the Court authorize and approve its use of Cash Collateral
for the payment of its operating expenses, which amounts to
$32,558 for the month of October 2003.  

In an effort to adequately protect the interests of Wells Fargo in
the Prepetition Collateral, the Debtor will place any and all
cash, checks or monies it collects, into the Debtor's Debtor-in-
Possession bank account. Without further authorization from this
Court, the Debtor will pay only reasonable and necessary operating
expenses incurred in the ordinary course of the Debtor's business
from the Account.  The Debtor will provide Wells Fargo with
replacement liens pursuant to and in accordance with Section
361(2) of the Bankruptcy Code, in and to all property of the
estate of the kind presently securing repayment of the Note.

If the Debtor is not authorized to use Cash Collateral, it will be
unable to maintain its current business operations and propose a
plan of reorganization as contemplated by the Bankruptcy Code.
Without the use of Cash Collateral, the Debtor will be seriously
and irreparably harmed, resulting in significant losses to the
Debtor's estate and its creditors.

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.


CHI-CHI'S INC: Selling All Assets to CC Acquisition for $4 Mill.
----------------------------------------------------------------
On October 8, 2003, each of Chi Chi's, Inc. and Koo Koo Roo, Inc.,
both indirect operating subsidiaries of Prandium, Inc. filed a
voluntary petition under Chapter 11 of Title 11 of the United
States Code in the United States Bankruptcy Court for the District
of Delaware, case numbers 03-13063-PJW and 03-13069-PJW,
respectively.  The Subsidiaries remain in possession of their
assets and properties, and continue to operate their businesses
and manage their properties as debtors-in-possession pursuant to
sections 1107(a) and 1108 of the Bankruptcy Code.  

In conjunction with the Subsidiaries' Chapter 11 filings with the
Bankruptcy Court, Chi Chi's has entered into a non-binding letter
of intent with CC Acquisition Holding Co., LLC, a newly formed
entity whose majority owner is Worldwide Entertainment, Inc., a
Delaware corporation controlled by Jack Utsick, and Koo Koo Roo
has entered into a definitive asset purchase agreement with
Fuddruckers, Inc. pursuant to which it will sell substantially all
of its assets for a cash purchase price of $3,953,000.  

Additionally, Prandium is in negotiations to enter into a
definitive asset purchase agreement whereby The Hamlet Group,
Inc., another indirect operating subsidiary of Prandium, would
sell substantially all of its assets to Fuddruckers in a separate
transaction.  

There can be no assurance that the transactions contemplated by
the non-binding letter of intent or the definitive asset purchase
agreement will be consummated or that the negotiations with
respect to the sale of substantially all of the assets of The
Hamlet Group will result in the execution of a definitive asset
purchase agreement. Further, it is not possible to presently
determine what value, if any, will ultimately be received by
Prandium, as the parent company shareholder of the Subsidiaries
and The Hamlet Group.


COLLINS & AIKMAN: Enters into Neutrality Agreement with UAW
-----------------------------------------------------------
Collins & Aikman Corporation (NYSE: CKC) has reached an agreement
to form a partnership with the International Union, United
Automobile, Aerospace & Agricultural Implement Workers of America
(UAW) in which both parties have pledged renewed energies and
commitment to increase productivity, efficiency, long-term job
security, and quality of operations that will maximize the
competitive capability of the Company.  

UAW President Ron Gettelfinger, Vice President and director, UAW
Competitive Shops/Independents, Parts and Suppliers Department,
Bob King and Collins & Aikman Chairman & Chief Executive Officer
David A. Stockman made the announcement at a joint press
conference from "Solidarity House," the headquarters office of the
UAW in Detroit, Michigan.

Commenting on the agreement, David A. Stockman said, "We are
extremely optimistic that this partnership with the UAW will
assist us in both maintaining our current business and in
achieving new business with our domestic OEM customers, which
would be beneficial to Collins & Aikman, its employees and the
UAW."

The UAW currently represents Collins & Aikman employees at its
plants in Evart, Sterling Heights, Westland and Adrian, Michigan,
Morristown, Indiana and Oklahoma City, Oklahoma.  These plants
provide bumpers, interior plastic components and convertible tops
primarily for the Chrysler Group.

Collins & Aikman and the UAW recognize that dramatic changes in
the domestic automotive market have created new quality,
productivity, and competitiveness challenges for automotive
component suppliers.  Both parties believe these challenges will
be more effectively met through a positive, non-adversarial
partnership.  The Company and the Union also recognize the
significant contribution of the skills and loyalty of the
workforce to Collins & Aikman's success and the importance of the
investment Collins & Aikman places in the skills of its workers.  
Each recognizes the significant role that the other must play in
the continued success of the Company.

An employee's freedom to choose remains a paramount concern of the
Company as well as the UAW.  The agreement recognizes that
membership in a union is a matter of personal choice and
acknowledges that if a majority of employees wish to be
represented by a union, Collins & Aikman will recognize that
choice.  If a Collins & Aikman employee chooses to be or not to be
represented by the UAW, there will be no reprisals by the UAW or
the Company due to their choice.

Collins & Aikman Corporation (S&P, B+ Corporate Credit Rating,
Negative), a Fortune 500 company, is a global leader in cockpit
modules and automotive floor and acoustic systems and a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company's current
operations span the globe through 15 countries, more than 100
facilities and over 25,000 employees who are committed to
achieving total excellence.  Collins & Aikman's high-quality
products combine superior design, styling and manufacturing
capabilities with NVH "quiet" technologies that are among the most
effective in the industry. Information about Collins & Aikman is
available on the Internet at http://www.collinsaikman.com  


COLLINS & AIKMAN: UAW President Commends Company re Agreement
-------------------------------------------------------------
The UAW and Collins & Aikman, a major auto parts manufacturer,
announced an agreement focused on productivity, quality and long-
term job security for Collins & Aikman workers.

The agreement was signed today at Solidarity House, the UAW's
Detroit headquarters, by UAW President Ron Gettelfinger, Collins &
Aikman CEO David Stockman, and UAW Vice President Bob King.

As part of the agreement, the company has agreed to neutrality and
card check with respect to union organizing campaigns at certain
Collins & Aikman facilities which supply the U.S. auto industry.  
The UAW currently represents some 2,000 workers at Collins &
Aikman plants in Michigan, Indiana and Oklahoma.

"The UAW has always believed that when a strong union and a
progressive company work together cooperatively, great things can
be accomplished for the workers as well as for the company," said
UAW President Gettelfinger.  "An empowered workforce leads to a
safer workplace, better quality and yes, improved productivity."

"We're here [Wednes]day to commend this company, and in
particular, David Stockman, for taking the high road and for
sharing our commitment to working together for our common goals --
and resolving our differences in a respectful and constructive
manner," added Gettelfinger.

"We're looking forward to working with Collins & Aikman to help
keep its plants competitive and to preserve and expand good
manufacturing jobs in the United States," said UAW Vice President
King, who directs the UAW Organizing Department as well as the
union's Competitive Shop/Independents, Parts and Suppliers
Department.

"By agreeing to card check and neutrality procedures," King added,
"Collins & Aikman is demonstrating its commitment to fairness in
the workplace.  That's an excellent way to build a relationship
based on mutual trust and respect, in which worker involvement and
participation can add significant value for workers, shareholders
and customers."

In a card check procedure, an employer agrees to recognize and
bargain with a union once a majority of workers have signed union
authorization cards, as verified by an independent third party.

The neutrality agreement ensures that both the UAW and Collins &
Aikman will respect the right of workers to choose whether or not
to be represented by the union.  When workers choose union
representation, the company also agreed to make a good faith
effort to reach a collective bargaining agreement within six
months, and to refer outstanding issues to a neutral arbitrator if
an agreement is not reached.

The UAW has negotiated agreements similar to the one announced
Wednesday with a number of major firms, including Lear, Johnson
Controls, Ryder Logistics, Freightliner, Metaldyne, and Dana.

Collins & Aikman Corporation (S&P, B+ Corporate Credit Rating,
Negative), a Fortune 500 company, is a global leader in cockpit
modules and automotive floor and acoustic systems and a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company's current
operations span the globe through 15 countries, more than 100
facilities and over 25,000 employees who are committed to
achieving total excellence.  Collins & Aikman's high-quality
products combine superior design, styling and manufacturing
capabilities with NVH "quiet" technologies that are among the most
effective in the industry. Information about Collins & Aikman is
available on the Internet at http://www.collinsaikman.com  


CONSECO INC: CNC and CFC Dockets Will Be Maintained Separately
--------------------------------------------------------------
James H.M. Sprayregen, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, notes that the two Plan Confirmation Orders mandate
that any post-Confirmation pleadings must contain captions
differentiating between the Reorganizing Conseco Debtors' cases
and the Finance Company Debtors' cases.  To facilitate this
protocol, the Clerk should keep separate dockets for each case.  
The docket separation is necessary for the proper administration
of the Debtors' estates and the Court's proper supervision.

Accordingly, at the Debtors' request, Judge Doyle directs the
Clerk of the Bankruptcy Court for the Northern District of
Illinois to maintain separate dockets for the cases of:

   (1) the Reorganizing Debtors under Case No. 02-49672, and

   (2) the Finance Company Debtors under Case No. 02-49675.

Judge Doyle made the separation of dockets effective to
September 9, 2003. (Conseco Bankruptcy News, Issue No. 35;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    


CORNERSTONE PROPANE: Commences Search for Bidders for Assets
------------------------------------------------------------
Cornerstone Propane Partners, L.P., and its subsidiaries has
furnished the SEC with its financial statements as of and for the
year ended June 30, 2002.  The financial statements were recently
provided to a third party bidder in connection with the
Partnership's previously announced attempts to seek bidders for
its assets.

Deloitte & Touche LLP delivered a management letter to the
Partnership communicating, among other things, the following
material weaknesses in internal controls during the year ended
June 30, 2002:

1. The Partnership's need to implement a system to monitor and
   record customer propane storage tanks;

2. The Partnership's need to implement internal controls and
   procedures to ensure related party transactions are
   appropriately recorded and disclosed in its external financial
   reporting; and

3. The Partnership's need to implement procedures and controls to
   review, monitor and maintain general ledger accounts.

The Partnership is seeking bidders for its assets.  Based on the
indications of interest the Partnership has received to date, the
Partnership's management believes that it is unlikely the holders
of the Partnership's Units will receive any distributions as a
result of the sale of its assets, and any subsequent liquidation
or restructuring of the Partnership's operations.

As reported in Troubled Company Reporter's June 10, 2003 edition,
Fitch Ratings withdrew rating coverage of Cornerstone Propane
Partners, L.P. and Cornerstone Propane, L.P. At the time of
withdrawal, the ratings were:

   CNO  -- $45 million outstanding senior notes 'D';

   CPLP -- $365 million senior secured notes 'DD'.

Headquartered in Watsonville, California, CNO is a retail propane
master limited partnership for CPLP, an operating limited
partnership


CREDIT SUISSE: Class M Notes Rating Cut to Junk Level at CCC
------------------------------------------------------------
Credit Suisse First Boston Mortgage Securities Corp.'s commercial
mortgage pass-through certificates, series 2000-C1, $8.4 million
class M is downgraded to 'CCC' from 'B-' by Fitch Ratings.

In addition, Fitch affirms the following classes:

        -- $147.1 million class A-1 'AAA';
        -- $677.5 million class A-2 'AAA';
        -- Interest-only class A-X 'AAA';
        -- $50.1 million class B 'AA';
        -- $44.5 million class C 'A';
        -- $15.3 million class D 'A-';
        -- $29.1 million class E 'BBB';
        -- $13.9 million class F 'BBB-';
        -- $30.6 million class G 'BB+';
        -- $12.5 million class H 'BB';
        -- $11.1 million class J 'BB-';
        -- $11.1 million class K 'B+';
        -- $9.7 million class L 'B'.

The $15.1 million class N is not rated by Fitch.

The rating downgrades are primarily attributed to the anticipated
losses associated with two loans that are real estate-owned (2.1%)
and one loan that is 90 days delinquent (0.3%). Overall, Fitch has
concerns with 27 loans representing 16.9% of the pool. Currently
there are five loans (6.2%) in special servicing. The largest REO
loan, 295 & 305 Foster Street Office Buildings (1.1%), was
transferred to the special servicer in February 2003 due to
imminent default. The loan is secured by two office buildings
located in Littleton, Massachusetts. The year-end 2002 occupancy
was 79% due to the departure of the buildings' two largest
tenants. The other REO loan, Sheraton Four Points (1.0%), was
transferred to the special servicer in April 2003 due to payment
delinquency. The loan is secured by 199 room, full service hotel
located in Williamsburg, Virginia. The YE 2002 debt service
coverage ratio was 0.84 times due to a drop in occupancy. The
Wellesley Inn and Suites, currently 90 days delinquent, is secured
by a limited service hotel in Lakeland, FL. The loan transferred
to the special servicer after the borrower filed for bankruptcy in
August 2002.

The affirmations to classes A-1 through K are a result of the
consistent weighted average DSCR and limited paydown of the
certificate balance. GMAC Commercial Mortgage, as master servicer,
collected YE 2002 operating statements for 94.3% of the pool by
balance. The year-end 2002 weighted average DSCR for those loans
has increased to 2.09x from 1.97x at issuance. The pool's
certificate balance has paid down 3.4%, to $1 billion from $1.1
billion at issuance


DAN RIVER: Sr. Lenders Waive Covenant Violation Under Credit Pact
-----------------------------------------------------------------
Dan River Inc. (NYSE: DRF) filed a Current Report on Form 8-K on
October 14, 2003, in which the Company disclosed that it had
entered into an amendment and waiver agreement whereby its senior
secured lenders have waived a violation of the maximum leverage
ratio covenant contained in its credit facility for the third
quarter of fiscal 2003.

The following comments are in response to questions proffered to
the Company by investors in response to disclosure of the covenant
shortfall.

Net sales for the third quarter of fiscal 2003 were $103.7
million, down $43.7 million or 30% from $147.4 million for the
third quarter of fiscal 2002. Sales of Dan River's home fashions
products were $76.4 million, down $29.5 million or 28% compared to
the same quarter of last year. Sales of apparel fabrics were $20.5
million, down $10.7 million or 34%. Sales of engineered products
were $6.8 million, down $10.7 million or 40%. Coming into the
third quarter, the Company expected sales to improve during the
second half of fiscal 2003; however, the Company experienced a
sales decline during the third quarter. EBITDA as defined under
the Company's credit facility is expected to be positive but short
of the amount required to meet the maximum leverage covenant for
the third quarter of fiscal 2003.

In its 8-K filing on October 14, 2003, the Company provided the
form of the amendment and waiver so that investors could reference
the terms and conditions of the waiver. Minimum EBITDA covenants,
as defined, were added for each fiscal period of the fourth
quarter. Under the terms of the amendment, for the fourth quarter
of fiscal 2003 EBITDA is generally defined to be business segment
operating income or loss plus depreciation and amortization. The
added covenants reflect the Company's expectation that sales in
the fourth quarter of fiscal 2003 will be at approximately the
same levels as they were in the third quarter of fiscal 2003.
Since the Company's sales fell short of expectations in the third
quarter of fiscal 2003 and are expected to remain at those levels
in the fourth quarter, the Company plans to curtail a large
portion of its operations for extended periods during the fourth
quarter in order to keep inventories in line. The cost of these
curtailments will negatively impact the fiscal fourth quarter
results. The fourth quarter will also be impacted by the normal
amortization of capitalized manufacturing variances associated
primarily with the low levels of manufacturing activity in the
third quarter. Additionally, fiscal 2003 is a 53 week fiscal year
and the fourth quarter is a 14 week fiscal quarter which will
burden the quarter with an additional week of fixed cost and SG&A
expense during a very weak sales period. For these reasons, the
Company is anticipating negative EBITDA for the fourth quarter.

The Company has agreed to engage a financial advisor to assist it
in reviewing its fiscal 2004 projections as well as to assist it
in securing future waivers or amendments that may be necessary to
remain in compliance with the Company's senior secured credit
facility.

The Company expects to release its fiscal third quarter results in
the second week of November, which is later than the usual release
date. The additional time is necessary so that the Company can
complete an impairment analysis of its goodwill which is required
as a result of recent operating performance. It is likely that the
evaluation will result in a non-cash charge for goodwill
impairment of up to $91.7 million being included in operating
results for the fiscal third quarter.

On October 15, 2003, the Company paid the semi-annual interest
payment under its $157 million, 12.75% senior notes issued April
15, 2003. After giving effect to the interest payment, the
Company's availability under its revolver was $28.8 million.

The Company has scheduled a conference call to discuss the
contents of this release and its 8-K filing today at 1:30 P.M.
E.D.T. The live broadcast and replay will be available from the
Dan River home page at http://www.danriver.com(select  
"Investors"-Announcements).

                            *  *  *

As reported in Troubled Company Reporter's April 28, 2003 edition,
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on home furnishings manufacturer Dan River Inc. to
'B+' from 'B-'. The ratings are removed from CreditWatch, where
they were placed on March 17, 2003.

At the same time, Standard & Poor's assigned its 'B-' senior
unsecured debt rating to the Danville, Virginia-based company's
new 12.75% senior notes due 2009. The notes are rated two notches
below the corporate credit rating, reflecting their junior
position relative to the significant amount of secured bank debt.
Standard & Poor's also withdrew its existing rating on the $120
million subordinated notes due 2003.

The outlook is stable.

Dan River's total debt outstanding at Dec. 28, 2002, was about
$252 million.


DELTA WOODSIDE: Will Publish First-Quarter 2004 Results on Tues.
----------------------------------------------------------------
Delta Woodside Industries, Inc. (NYSE: DLW) will report first
quarter fiscal 2004 results after the close of business on
Tuesday, October 21, 2003.

Bill Garrett, President and CEO, will hold an analyst conference
call on Wednesday, October 22, 2003 at 9:30 A.M. eastern time to
discuss financial results and give a business update.

The conference call will be broadcast through the company's WEB
site at the following Internet address:

     http://deltawoodside.com/investor_relations.htm  

Minimum requirements to listen to the webcast are accessible to
the Internet through at least a 28.8 baud modem connection and
Real One(TM) software which, is available for free download at:
http://www.real.com/  

A replay of the webcast will be available within one hour of the
call and will be archived at the above address for 30 days
following the release.

Delta Woodside Industries, Inc. -- whose corporate credit rating
is currently rated at CCC by Standard & Poor's -- is
headquartered in Greenville, South Carolina. Through its wholly
owned subsidiary, Delta Mills, it manufactures and sells textile
products for the apparel industry. The Company employs about
1,600 people and operates five plants located in South Carolina.


DELTRONIC CRYSTAL: Taps Nowell Amoroso for Legal Services
---------------------------------------------------------
Deltronic Crystal Industries, Inc., asks the U.S. Bankruptcy Court
for the District of New Jersey for a nod of approval to employ the
legal services of Nowell Amoroso Klein Bierman, P.A.

Nowell Amoroso is expected to:

     (a) advise the Debtor with respect to its powers and duties
         as Debtor-In-Possession in the continued operation of
         its business and in the management of its property.

     (b) negotiate with the Debtor's creditors towards a Plan of
         Reorganization and to take the necessary legal steps to
         confirm such a plan.

     (c) prepare on behalf of the Debtor, as Debtor-In-
         Possession, all appropriate applications, orders,
         reports and other legal pleadings.

     (d) appear before the Bankruptcy Court in order to protect
         the Debtor's interests.

     (e) perform all other necessary legal services for the
         Debtor, as Debtor-In-Possession.

Nowell Amoroso's hourly rates for professionals are:

          Herbert C. Klein           $325 per hour
          David Edelberg            $295 per hour
          Anthony Pantano            $250 per hour
          Denise T. O'Donnell        $200 per hour
          Jason R. Mischel           $175 per hour
          Paul S. Evangelista        $150 per hour

Deltronic Crystal Industries, Inc., provider of vertically
integrated optical component solutions to the communications and
laser photonics industries, utilizing its crystal growth
experience, filed for chapter 11 protection on January 31, 2003 in
the U.S. Bankruptcy Court for the District of New Jersey (Bankr.
N.J. Case No. 03-13218).  David Edelberg, Esq., at Nowell Amoroso
Klein Bierman, P.A., represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $7,691,899 in total assets and:  $2,103,921
in total debts.


ENERGY WEST: Moves Annual Shareholders' Meeting to November 12
--------------------------------------------------------------
Energy West, Incorporated (Nasdaq: EWST) announced that the 2003
Annual Stockholders Meeting will be held on November 12, 2003
instead of October 31, 2003, as previously scheduled.  

Commenting on the delay in the meeting date, the Company cited
recent activities by a group of dissident shareholders, including
The Turkey Vulture Fund XIII, Ltd., an Ohio limited liability
company.  The group including The Turkey Vulture Fund has
indicated its intention to solicit proxies from shareholders of
Energy West for election of directors at the 2003 Annual
Stockholders Meeting, and the Company believes that the delay is
required for the shareholders to have time to consider any
information they receive in connection with any such solicitation.  
The Company intends to distribute additional materials
supplementing the information in its 2003 Notice of Annual Meeting
and Proxy Statement dated October 9, 2003.

Energy West's March 31, 2003 balance sheet shows that its total
current liabilities exceeded its total current assets by about
$2.4 million.


ENRON: Enron Acquisition Seeks Clearance for Reemay Settlement
--------------------------------------------------------------
Enron Acquisition III Corporation, pursuant to Section 363 of the
Bankruptcy Code and Rule 9019 of the Federal Rules of Bankruptcy
Procedure, asks the Court to:

    (1) approve its Settlement Agreement with Reemay, Inc. and
        GESF Energy Capital, LLC;

    (2) authorize it to terminate an Energy Services Agreement,
        an Estoppel Agreement, certain Security Agreements,
        certain Loan Agreements and other related agreements;

    (3) authorize it to transfer all of its assets relating to a
        chilled water and compressed air generation facility free
        and clear of all liens, claims, encumbrances, recoupment,
        netting and deduction to Reemay; and

    (4) authorize it to enter into a mutual release of all claims,
        obligations and liabilities under the Energy Services
        Agreement, the Estoppel Agreement and certain Loan
        Agreements.

On May 28, 1997, Melanie Gray, Esq., at Weil, Gotshal & Manges
LLP, in New York, relates that FMES Incorporated and Reemay
entered into an Energy Services Agreement.  Pursuant to the
Energy Services Agreement, FMES agreed to design, construct and
operate a chilled water and compressed air generation facility at
Reemay's manufacturing plant in Old Hickory, Tennessee.

On June 10, 1997, FMES and Energy Capital Partners Limited
Partnership entered into a Construction and Term Loan Agreement.  
Under the Construction and Term Loan Agreement, ECP agreed, inter
alia, to finance the construction of the Facility.  Moreover,
pursuant to the Construction and Term Loan Agreement:

    -- FMES and ECP entered into a Security Agreement;

    -- ECP, Reemay and FMES entered into a Host Recognition and
       Estoppel Agreement; and

    -- FMES and ECP entered into an Assignment of Host Customer
       Agreement and Other Project Documents.

In July 1997, Enron Capital and Trade Resources Corporation,
doing business as Enron Energy Services, acquired certain assets
of FMES, including all of the right, title and interest of FMES
in and to the Energy Services Agreement, as amended.  In
addition, Enron Capital assumed all of FMES' obligations under
the Energy Services Agreement, the Construction and Term Loan
Agreement, the Security Agreement the Estoppel Agreement and the
Assignment -- the Loan Agreements.

Ms. Gray informs Judge Gonzalez that Enron Capital subsequently
assigned the Energy Services Agreement to Enron Acquisition.  On
September 30, 1998, Enron Acquisition executed an Amended and
Restated Note payable to Enron Capital for $4,003,000.  
Currently, the outstanding amount due under the Note is
$2,500,000.

On February 26, 1999, ABB Structured Finance Americas, Inc.
acquired all of Enron Capital's right, title and interest in and
to the Loan Agreements.  GESF subsequently acquired ABB.

Due to Enron Corporation's bankruptcy filing, Enron Acquisition's
source of funding was terminated.  Enron Acquisition sought to
sell its assets, which consists primarily of the Facility.  

Ms. Gray reports that in April 2002, as part of its marketing
efforts, Enron Acquisition contacted eight parties, including
Reemay, as potential purchasers of the Facility.  Six parties
submitted bids, with Reemay having the highest and best offer for
the Facility and related assets.

In line with Reemay's offer, Enron Acquisition enter into a
Settlement Agreement with Reemay and GESF wherein:

    (a) the parties will terminate the Energy Services Agreement
        and the Loan Agreements;

    (b) Enron Acquisition will transfer the Facility and related
        assets to Reemay free and clear of all liens, claims,
        encumbrances, rights of setoff, recoupment, netting and
        deduction;

    (c) Reemay will pay the loan balance to GESF;

    (d) Enron Acquisition will remit to Reemay a final invoice
        under the Energy Services Agreement for the period from
        and after the last date of service last invoiced by Enron
        Acquisition up to and including the last business date of
        the calendar month occurring immediately after the Court
        enters an order approving the Settlement Agreement;

    (e) Reemay will pay the final invoice amount to Enron
        Acquisition; and

    (f) the parties will release each other from all claims,
        liabilities under the Energy Services Agreement and the
        Loan Agreements.

Ms. Gray contends that the contemplated transaction should be
authorized because:

    (i) Enron Acquisition has taken substantial efforts to
        identify and contact potential purchasers for the
        Facility Assets and believes that the Settlement
        Agreement provides the best transaction for its estate
        and creditors;

   (ii) the termination of the Energy Services Agreement and Loan
        Agreements will relieve Enron Acquisition's estate from a
        substantial obligation and resolves the issues related to
        their termination consensually, without litigation;

  (iii) the Settlement is a product of arm's-length bargaining
        between the parties;

   (iv) except for the DIP Financing Facility, there are no known
        lien attached to the Facility Assets; notwithstanding the
        Assumed Liabilities, which will be transferred and
        attached to the gross proceeds of sale with the same
        validity and priority; and

    (v) the Settlement saves substantial administrative expenses,
        including attorney's fees and preserves the remaining
        assets of Enron Acquisition's estate for its creditors.
        (Enron Bankruptcy News, Issue No. 83; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)


EXIDE TECHNOLOGIES: Committee Earns Nod to Examine R2, et al.
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of the Exide Debtors
sought and obtained the Court's authority to get documents and
information concerning the conduct of R2 Top Hat, Ltd. and R2
Investments LDC. and their affiliates.  The Court allows the
Committee to investigate whether cause exists to designate R2's
claims for voting purposes under Section 1126(c) of the Bankruptcy
Code or to equitably subordinate R2's secured or unsecured claims
under Bankruptcy Code Section 510(c).

R2 holds over:

   * $75,000,000 face value of Senior Secured Bank Debt;

   * $103,000,000 face value of 10% Senior Notes;

   * $18,000,000 face value of 2.95% Convertible Senior
     Subordinated Notes; and

   * DM15,000,000 of 9.125% Senior DM Notes.

In its capacity as holder of unsecured notes, R2 obtained a seat
as an ex officio member of the Committee shortly after the
Committee's formation.  Although lacking voting rights, R2 was
actively involved in the Committee's affairs, participating in
Committee meetings, helping formulate Committee strategy,
communicating regularly with Committee advisors and members on
Committee matters, and receiving confidential information
regarding the Committee's concerns on significant matters
including plan and valuation issues.

In March 2003, R2 abruptly withdrew its participation on the
Committee only to resurface as a supporter of the Debtors'
proposed Chapter 11 Plan.  Pursuant to the Plan, R2 and other
members of the Prepetition Bank Group wind up owning Reorganized
Exide and controlling one seat on the board of directors, while
the holders of over $1,000,000,000 in unsecured claims wind up
with nothing.

Given R2's switch of allegiances, and the fact that R2 had been
privy to sensitive, confidential Committee communications and
deliberations, the Creditors' Committee wants to obtain
information relating to R2's claim, R2's exercise of and
compliance with duties as ex officio, R2's communications with
other parties-in-interest, and the circumstances surrounding R2's
resignation.

The Creditors' Committee believes that the documents requested
are narrow in scope and can be easily produced by R2 with minimal
time or expense. (Exide Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

  
FEDERAL-MOGUL: Balks at Russell Reynolds Retention by Committees
----------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates argue that the
Official Committee of Unsecured Creditors and the Official
Committee of Asbestos Claimants' application to hire Russell
Reynolds Associates -- to assist in the selection of post-
confirmation management personnel, specifically, the chief
executive officer and chief financial officer -- is not based on
allegation of any misfeasance or dereliction of duty on the part
of existing management nor any assertion that the Debtors'
existing CEO, Charles G. McClure, or CFO, G. Michael Lynch, are
not adequately and capably managing the Debtors' business affairs.  

Rather, the Application is based solely on the Committees' desire
to immediately begin selecting the Reorganized Debtors' top
management.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub PC, in Wilmington, Delaware, points out that the
Application should be denied for these reasons:

   (a) The Application is premature and its timing is self-
       defeating;

   (b) The engagement of an executive search firm at this stage
       of the proceedings will be disruptive to the Debtors and
       their business operations, disruptive and demoralizing to
       employees without any necessity;

   (c) The Application represents a retaliatory measure by the
       Committees resulting from the Debtors' initial refusal to
       accede to the Unsecured Creditors Committee's demand that
       the Debtors defer the filing of their own request to amend
       and extend the employment contract of Mr. McClure -- a
       demand to which the Debtors have subsequently acceded by
       withdrawing the motion involving Mr. McClure's employment
       contract; and

   (d) The Court previously advised the Unsecured Creditors'
       Committee that it would not permit them to hire a "head
       hunter" at this stage in the Chapter 11 proceedings.

Ms. Jones notes that under normal circumstances, the Court might
conclude that it would be judicially efficient to grant the
Application at this time so long as the executive search do not
commence until 120 days before the Court-scheduled confirmation
hearing date.  This possible approach would have nearly the same
disruptive and harmful effect as if the Court permitted the
executive search to begin immediately.

Moreover, harm would result to the Debtors' business even if the
Court were to partially grant the Application at this time
subject to deferring the commencement of the executive search
until shortly before the confirmation hearing.

The Debtors want the Application denied without prejudice to its
renewal after the Court's approval of the disclosure statement.

Additionally, Ms. Jones says, the Application is appropriately
devoid of any challenge to the integrity, expertise or
professionalism of the Debtors' existing management.  As a
result, even if they believe that the Application should be
denied outright, the Debtors assert that its existing management
personnel, including Mr. McClure and Mr. Lynch, should be
included among the potential management candidates screened by
Russell Reynolds. (Federal-Mogul Bankruptcy News, Issue No. 43;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


GENSCI ORTHOBIOLOGICS: Bankruptcy Court Confirms Chapter 11 Plan
----------------------------------------------------------------
IsoTis S.A. (SWX/Euronext Amsterdam: ISON) and GenSci Regeneration
Sciences Inc. (TSX: GNS) announce that on October 14, the United
States Bankruptcy Court confirmed GenSci OrthoBiologics' Chapter
11 Plan of Reorganization, thereby resulting in the company's
emergence from bankruptcy protection.

As widely expected, the emergence of GenSci OrthoBiologics
effectively seals its merger with IsoTis. The Effective Date of
the merger is October 27.

Jacques Essinger, Chief Executive Officer of IsoTis, commented:

"The recent near unanimous vote in favor of the merger by both
shareholder bases was a tremendous vote of confidence in IsoTis
OrthoBiologics. The result of [Tues]day's hearing takes away the
last hurdle for the new combination. Since the announcement of the
merger in June, we have operated throughout under the realistic
assumption that the hearing would have a positive outcome, and we
have prepared the organization accordingly. We can now effectively
execute our action plan, deliver to the shareholders the growth
they voted for, and overall fulfill the promises of IsoTis
OrthoBiologics."

James Trotman, MD, Founder and Chairman of GenSci and future
Chairman of IsoTis, said:

"[Wednes]day marks a momentous occasion. The emergence from
Chapter 11 after almost two years is certainly something for us to
celebrate. First I must thank our employees for their dedication,
thus making the merger with IsoTis possible. Next, I want to thank
our loyal customers, representatives and vendors who have helped
us succeed in an environment where most companies would have
failed. Our thanks also goes out to our shareholders, both long
term investors as well as the new investors who have been recently
introduced to our merging companies. Our full attention must now
go to fulfill the immense potential which you have all made
possible."

                 Last Steps after Effective Date

The Effective Date of the merger is October 27. Thereafter, the
shares of GenSci OrthoBiologics and related assets are transferred
to IsoTis by GenSci Regeneration Sciences Inc., for which IsoTis
will deliver 27,521,930 IsoTis shares to GenSci Regeneration.
These shares are to be distributed among GenSci Regeneration's
shareholders (after a certain withholding to pay for Canadian
taxes) in connection with a Plan of Arrangement under the Company
Act (British Columbia). It is expected that GenSci Regeneration
shareholders will be able to trade their new IsoTis shares on the
Euronext and SWX on October 31 and on the TSX the following week,
barring any unforeseen circumstances. IsoTis has received
conditional approval to list the IsoTis Shares (including the
IsoTis Exchange Shares) on the Toronto Stock Exchange. Listing is
subject to IsoTis meeting TSX requirements, including the filing
of documentation as soon as possible after the closing of the
GenSci Plan of Arrangement, currently scheduled for October 27,
2003. Listing on TSX will occur as soon as practicable thereafter.

                              Outlook

As previously stated, in light of recent revenue growth and market
penetration trends of the company's products, management expects
that full-year 2003 sales of IsoTis OrthoBiologics will slightly
exceed 2002 combined sales of US$ 23 million. Management expects
IsoTis OrthoBiologics to become cash-flow break-even and
profitable during 2005.


GLOBAL CROSSING: Court Disallows 335 Unsubstantiated Claims
-----------------------------------------------------------
Global Crossing Ltd., and its debtor-affiliates compared the
claims filed against them with their books and records and have
determined that 337 Claims cannot be substantiated.  Michael F.
Walsh, Esq., at Weil, Gotshal & Manges LLP, in New York, explains
that:

   (a) the Claimants failed to provide sufficient documentation
       to support their Claims;

   (b) the liabilities asserted in the Claims are not contained
       in the Schedules; and

   (c) the Claims were not identifiable through the Debtors'
       examination of their books and records.

Thus, the GX Debtors object to the 337 Unsubstantiated Claims
totaling $8,929,530 and ask the Court to disallow and expunge
them in their entirety.  Among the Unsubstantiated Claims are:

   Claimant                         Claim No.      Amount
   --------                         ---------      ------
   Dennis White                       8331        $162,083
   Utelco, Inc.                       4544         163,944
   Ubet Telecom                        836         144,980
   William Simpson                    5464         120,000
   Margaret R. Lockwood               8161         119,600
   James William Harrison             1660       3,000,000
   Gadjraj and Sons                   7822       3,394,298
   ATX Communications                 6052         398,993
   Arvig Telephone Co.                4594         114,794

Mr. Walsh tells the Court that to the extent any of the Claimants
provide the Debtors with evidence corroborating the
Unsubstantiated Claims, the Debtors will consider the evidence
available and proceed as if a response to the Objection has been
filed in accordance with the Claims Objection Procedure.  

                          *     *     *

The Debtors withdrew their objection to Robert G. Muejl's Claim
No. 2110.  Accordingly, Judge Gerber sustains the Debtors'
objection to 335 Unsubstantiated Claims.  The hearing on the
Debtors' objection to Gadjraj and Sons' Claim No. 7822 is
adjourned. (Global Crossing Bankruptcy News, Issue No. 48;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


HQ GLOBAL: Court Confirms 2nd Amended Joint Reorganization Plan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware confirmed
the Second Amended Joint Plan of Reorganization of HQ Global
Holdings, Inc., and its debtor-affiliates after finding that the
Plan complies with each of the 13 standards articulated in Section
1129 of the Bankruptcy Code.

The rights afforded under the Plan and the treatment of Claims and
Interests under the Plan will be in exchange for and in complete
satisfaction of all Interests arising on or before the Effective
Date, including any interest accrued on Claims from the Petition
Date.

In accordance with Bankruptcy Rule 2002(c)(3), Sections 4.07,
11.02 and 11.03 of the Plan provide for, among other injunctions,
as of the Effective Date:

     a. all entities that have held, currently hold or may hold
        a Claim or other debt or liability that is discharged or
        an Interest or other right of an equity security holder
        that is terminated pursuant to the terms of the Plan are
        permanently enjoined from taking any of the following
        actions on account of any such discharged Claims, debts
        or liabilities;

     b. all entities that have held, currently hold or may hold
        any claims, obligations, suits, judgments, damages,
        demands, debts, rights, causes of action or liabilities
        that are released pursuant to the Plan are permanently
        enjoined from taking any action against any released
        entity or its property on account of such released
        claims; and

     c. to the extent any release is limited to those voting in
        favor of the Plan, any injunction relating to such
        release will be similarly limited to those voting in
        favor of the Plan.

All subordination rights that a holder of a Claim may have are
discharged and terminated, and all actions related to the
enforcement of such subordination rights are permanently enjoined.  
Accordingly, the Debtor state that "distributions pursuant to the
Plan to holders of Allowed Claims will not be subject to payment
to a beneficiary of those terminated subordination rights or to
levy, garnishment, attachment or other legal process by a
beneficiary of those terminated subordination rights unless
otherwise provided in the Plan."

HQ Global Holdings Inc., one of the largest providers of flexible
office solutions in the world, filed for chapter 11 protection on
March 13, 2002 (Bankr. Del. Case No. 02-10760). Daniel J.
DeFranceschi, Esq. at Richards, Layton & Finger, P.A. and Corinne
Ball, Esq. at Jones, Day, Rtavis & Pogue represent the Debtors in
their restructuring efforts. When the Company filed for protection
from its creditors, it listed estimated assets of more than $100
million.


INFOUSA: Third-Quarter EBITDA Slides-Down to $17 Million
--------------------------------------------------------
infoUSA(R) (Nasdaq:IUSA) reports the financial results, key
financial highlights of the company's operations and selected
balance sheet items for the third quarter of 2003.

(amounts in thousands, except per share amounts)                      

                              3rd Qtr  3rd Qtr  YTD 2002 YTD 2003
                              2002     2003
                              -------  -------  -------- --------

Net sales                     77,171   77,379  227,936  232,290

EBITDA                        20,926   16,824   63,979   60,558

Operating income              14,113    9,742   42,886   39,199

Net income                     6,404    3,632   15,496   15,212
Total debt                   198,758  153,387  198,758  153,387

                      RESULTS OF OPERATIONS

Vin Gupta, Chairman and CEO, infoUSA, said, "During the third
quarter, two items reduced our reported earnings per share by
$0.05 to $0.07. First, an accrual for litigation charges of $1.7
million involving a former employee's stock options. Second,
special charges totaling $2.2 million related to the redemption of
$31 million of our high yield bonds. This bond redemption benefits
the company by reducing future interest payment obligations.

"Our third quarter EBITDA of $16.8 million decreased by $4.1
million due to three factors. First, an accrual of $1.7 million
for the aforementioned litigation charge. Second, the pre-planned
increase in advertising and selling expenses as we hired
additional sales professionals and we increased our mailings of
catalogs and brochures. The third factor was that we did not
achieve our expected revenue growth in Polk City Directories."

"Over the third quarter, we progressed at our goal of growing
revenue internally. Excluding the temporary setback at Polk,
revenues at our two core business groups increased significantly.
Our Small Business Group recorded revenue of $37.9 million during
the third quarter. Excluding Polk City Directories, Small Business
Group revenue grew by 8%, as we intensified our marketing and
advertising efforts. Our Large Business Group revenue of $39.5
million remained strong, up 9%. Despite weakness in the 'email
acquisition' business, our email division was profitable due to
the strength of our 'email retention' business and our success at
providing our large business customers with integrated database
marketing and email management solutions. We have combined the
Yesmail/ClickAction(R) companies at one location in San Carlos,
California. By this combination, we are able to capitalize on the
synergies of the two organizations."

"We continue to de-leverage the company. Our strong operating cash
flow enabled us to significantly reduce long-term debt to $153
million at the end of the third quarter, from $199 million the
prior year. We have restructured our long-term credit facility and
used a portion of the proceeds to purchase and redeem $62 million
of our high yield bonds over the past nine months. In conclusion,
we anticipate that internal revenue growth, encouraged by the
increased marketing and advertising efforts, as well as lower
interest costs, will enable us to accelerate our future growth in
earnings and in shareholder value."

                    BLUEPRINT FOR FUTURE GROWTH

Gupta continued, "As previously announced, we have appointed Rob
Jelinek our new general manager for Polk. He was a senior level
sales professional at Procter & Gamble (NYSE:PG). He plans to grow
revenue by bundling our printed directories with DVD and internet
access for the Polk City Directories, at an affordable monthly
subscription price. The subscription price will include many new
features including frequent updates, greater selection features
and downloadable information. The Polk City Directories will not
only be a reference tool for small businesses, but also a sales
and marketing tool. Rob Jelinek will also be hiring and training
many new sales people to market this expanded set of solutions to
small businesses."

"A major component of our blueprint for internal revenue growth
will be to lease our directory products in bundled format on a
monthly subscription basis. The bundles will include a printed
directory, DVD with four updates, Internet access and personalized
service. We believe that our customer is willing to pay for
complete solutions. We are hiring more sales people so they will
be in touch with their customer on a monthly basis, making sure
they are using the product and also to act as a consultant to help
them in sales prospecting."

"Another avenue of internal revenue growth will be the successful
launch of our Sales Genie(R) solution to a wide audience of small
businesses. Sales Genie(R) offers small business customers a
dedicated PC that includes infoUSA's databases of businesses,
consumers and business credit reports for their market area and
sales prospecting software. The customer receives four updates to
their DVD product. The DVD allows them lightning fast access, even
if the internet is not available. The databases are continuously
updated and available on demand. Sales Genie(R) represents a total
sales prospecting and lead generation solution for small
businesses at an affordable monthly subscription price of $250. We
believe that most small businesses like to have a buffet of all
products and services for sales prospecting at a reasonable price
per month. Our recent launch of Sales Genie(R) in the Tampa/St.
Pete market area and Omaha market area, leads us to believe that
this is the right strategy to approach small businesses. In
addition, every customer is assigned an account executive whose
responsibilities include visiting customers once a month, face-to-
face, to make sure that they are using the product and they teach
the customer new applications, so that Sales Genie(R) becomes an
integral part of their sales prospecting and marketing
applications. We believe that the success that the Bloomberg(R)
Terminal achieved in the financial industry, can easily be
attained by Sales Genie(R) in the small business market as the
premier sales prospecting application."

"The Company has retained ZS Associates to conduct a marketing
study of small businesses and their needs for sales prospecting.
This study will help us match our products to the customer needs."

"We have also retained AdStore(R), a leading Washington, DC based
advertising agency for a major launch of Sales Genie(R) in the
Tampa/St. Pete market area. AdStore(R) is a small boutique ad
agency with clients like JetBlue(R). We believe branding and
advertising is the key to the success of Sales Genie(R)."

"We just launched our SalesLeadsUSA(R) product which will be sold
through the retail channel. This DVD based product is meant for
sales people and entrepreneurs. The early indications are that the
sell through of these products through retailers has been better
than expected. We intend to provide more advertising support for
these products. We believe there are potentially 20 million sales
people, such as real estate agents, insurance agents, stock
brokers, contractors, multiple channel sales people, and work at
home entrepreneurs. These sales people or entrepreneurs are
willing to spend $25 per month for a sales prospecting database.
Our SalesLeadsUSA(R) product gives them exactly that. They can
find sales leads for their products and services in their local
area and become more efficient. We are also experimenting with
Direct Response TV for selling the SalesLeadsUSA(R) products to
this marketplace. We have also upgraded our subscription sales
department under the leadership of Jim Bata. It is our intention
that every subscriber should be contacted once per month so that
we can help them in using the product and have a higher retention
of our subscription customers."

"The growth of our organization depends on quality management. In
the recent months, we have recruited many high caliber executives
who have experience in the industry. To name a few, we have hired
Rob Jelinek, Jim Bata, Bill Miklas, Raj Das, Tom Alison, Shirlee
Jacobson, Chuck Hendriks, Diane Richardson, Ed Henrich and many
other mid level executives. We believe that these key executives
will help us in our growth next year."

Gupta concluded, "At infoUSA we could easily coast, produce 30%
EBITDA and be a cash cow. But we believe that that is not enough.
We see a potential market of 3.8 million small businesses at
$3,000 per year. That means $11 billion per year market potential.
We plan to capture more and more of that market share. To
accomplish that, we will be investing in product development,
advertising, marketing, more sales people, more training for our
customers and more branding. We believe that this investment is
the right thing to do for the long-term growth of the company.
During the last six months, we have been focusing on this growth
and we believe that in the future we will see positive results."

               Highlights of the Third Quarter:

Net Sales, Operating Income and EBITDA

Net sales for the third quarter 2003 were $77.4 million versus
$77.2 million in the third quarter of 2002. Operating income was
$9.7 million compared with $14.1 million for the third quarter of
the prior year. The decrease in operating income resulted
primarily from lower than expected revenue at the Polk Directory
division as well as a $1.7 million litigation settlement charge.
These two items also impacted third quarter EBITDA, which was
$16.8 million versus $20.9 million for the year-ago quarter.

Earnings per Share

Earnings per share for the third quarter of 2003 were $0.07 versus
$0.12 for the comparable quarter of 2002. The earnings per share
for third quarter 2003 included special charges of $3.9 million as
follows: (i) $0.7 million for the write-off of deferred financing
charges for the redemption of $30.8 million of high yield bonds;
(ii) $1.5 million for the $.0475 per bond premium paid at
redemption; and (iii) $1.7 million of litigation settlement charge
involving a former employee's stock options. These special charges
reduced our reported earnings per share by $0.05 to $0.07.

                      OPERATING HIGHLIGHTS

Large Customer Group - Donnelley Marketing, Walter Karl and
Database Licenses

The Large Customer group reported third quarter 2003 revenue of
$39.5 million, up 9% from $36.1 million for the comparable quarter
of the prior year. The group has been able to grow its revenue by
better training of its sales force in selling the company's
proprietary database products, which are of the highest quality in
the industry.

Small Business Group

The Small Business Group reported third quarter 2003 revenue of
$37.9 million, down from $41.1 million the prior year. Excluding
the weakness in Polk Directories, which primarily caused the
revenue decline, the group experienced an 8% revenue growth, which
includes double-digit revenue growth in several of its divisions,
namely, Reference USA, National Directories, Major Accounts
Division and Consumer Lists.

infoUSA -- http://www.infoUSA.com-- (S&P, BB Corporate Credit  
Rating, Stable), founded in 1972, is the leading provider of
business and consumer information products, database marketing
services, data processing services and sales and marketing
solutions. Content is the essential ingredient in every marketing
program, and infoUSA has the most comprehensive data in the
industry, and is the only company to own a proprietary database of
250 million consumers and 14 million businesses under one roof.
The infoUSA database powers the directory services of the top
Internet traffic-generating sites, including Yahoo! (Nasdaq:YHOO)
and America Online (NYSE:AOL). Nearly 3 million customers use
infoUSA's products and services to find new customers, grow their
sales, and for other direct marketing, telemarketing, customer
analysis and credit reference purposes. infoUSA headquarters are
located at 5711 S. 86th Circle, Omaha, NE 68127 and can be
contacted at (402) 593-4500.


INTEGRATED HEALTH: IHS Liquidating Want More Time to File Report
----------------------------------------------------------------
Alfred Villoch, III, Esq., at Young, Conaway, Stargatt & Taylor,
LLP, in Wilmington, Delaware, relates that Rule 5009-1(a) of the
Local Rules of Bankruptcy Practice and Procedure of the United
States Bankruptcy Court for the District of Delaware provides
that the Court will enter a final decree at the expiration of 180
days after the entry of an order confirming a Chapter 11 Plan,
unless a party-in-interest files a motion to delay the entry of a
final decree.  Pursuant to Local Rule 5009-1(a), the 180-day
period is set to expire on November 10, 2003.

Local Rule 5009-1(c) provides that a debtor will file a final
report and account in the form prescribed by the United States
Trustee the earlier of 150 days after entry of the confirmation
order or 15 days before the hearing on any motion to close the
case.  

By this motion, IHS Liquidating LLC asks the Court to:

   (a) delay the automatic entry of a final decree closing these
       cases until February 9, 2004; and

   (b) extend the date for filing a final report and accounting
       to the earlier of January 6, 2004 or 15 days before the
       hearing on any motion to close the case.

The Court will convene a hearing on November 4, 2003 to consider
IHS Liquidating's request.  By application of Del.Bankr.LR 9006-
2, the deadline for IHS to file a final report is automatically
extended through the conclusion of that hearing.

Mr. Villoch notes that although the IHS Plan was confirmed on
May 12, the Plan did not become effective until September 9,
2003.  Thus, IHS Liquidating has only recently become empowered
to carry out its duties under the Plan.  While the Debtors were
engaged in substantial efforts to reconcile, prosecute and
resolve all pending claim objections, Mr. Villoch points out that
the process is far from complete.  There remain many disputed
claims that have not been resolved or litigated, and IHS  
Liquidating is in the process of determining how best to address
those claims, with the goal of maximizing the distribution for
creditors.

Delaying entry of a final decree will help ensure that
distributions are made under the Plan only to those actual
creditors, and in amounts, as are appropriate, Mr. Villoch says.  
Moreover, submitting a final report and accounting now will not
be accurate since the claims administration process has not come
to a conclusion. (Integrated Health Bankruptcy News, Issue No. 65;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


INTERFACE INC: Look for Third-Quarter 2003 Results on Wednesday
---------------------------------------------------------------
Interface, Inc. (Nasdaq: IFSIA) intends to release its third
quarter 2003 results on Wednesday, October 22, 2003, after the
close of the market.  In conjunction with this release, Interface
will host a conference call on Thursday, October 23, 2003 at 9:00
AM Eastern Time that will be simultaneously broadcast live over
the Internet.  

Certain information discussed on the conference call will be
available on Interface's Web site at
http://www.interfaceinc.com/results/investor/under the heading  
"Press Releases."  Daniel T. Hendrix, President and Chief
Executive Officer, and Patrick C. Lynch, Vice President and Chief
Financial Officer, will host the call.

                     Thursday, October 23, 2003
                        9:00 AM Eastern Time
                        8:00 AM Central Time
                        7:00 AM Mountain Time
                        6:00 AM Pacific Time

Listeners may access the conference call live over the Internet at
the following address:
        
http://www.firstcallevents.com/service/ajwz390484001gf12.html

or through the Company's Web site at:

            http://www.interfaceinc.com/results/investor/

Please allow at least 15 minutes prior to the call to visit one of
these sites and download and install any necessary audio software.  
The archived version of the conference call will be available at
these sites beginning approximately one hour after the call ends
through October 23, 2004 at 11:59 PM Eastern Time.

Interface, Inc. (S&P, B Corporate Credit and Senior Unsecured Debt
Ratings, Negative Outlook) is a recognized leader in the worldwide
commercial interiors market, offering floorcoverings, fabrics and
interior architectural products.  The Company is committed to the
goal of sustainability and doing business in ways that minimize
the impact on the environment while enhancing shareholder value.  
The Company is the world's largest manufacturer of modular carpet
under the Interface, Heuga, Bentley and Prince Street brands, and
through its Bentley Mills and Prince Street brands, enjoys a
leading position in the high quality, designer-oriented segment of
the broadloom carpet market. The Company provides specialized
carpet replacement, installation, maintenance and reclamation
services through its Re:Source Americas service network.  The
Company is a leading producer of interior fabrics and upholstery
products, which it markets under the Guilford of Maine, Stevens
Linen, Toltec, Intek, Chatham, Camborne and Glenside brands.  In
addition, the Company provides specialized fabric services through
its TekSolutions business; produces carpets and textiles for
residential uses; and produces InterCell brand raised/access
flooring systems.


INTERNATIONAL PAPER: Martha Finn Brooks Elected to Co.'s Board
--------------------------------------------------------------
International Paper (NYSE: IP) announced the election of Martha
Finn Brooks, president of Alcan Rolled Products Americas and Asia
and senior vice president of Alcan Inc., to its Board of
Directors.  This election will be effective on December 9, at the
board's next regularly scheduled meeting.

"Martha brings a tremendous amount of global experience to our
board, and IP will benefit from her business and marketing
expertise," said John Dillon, chairman and chief executive
officer.

Ms. Brooks joined Alcan in 2002 having previously held various
business development, marketing, sales and general management
positions with Cummins Inc.  While at Cummins, she worked in
China, Mexico, the former Soviet Union, Europe, Africa, and the
Middle East holding a wide range of positions.  She held a vice
president position for six years before moving to Alcan in 2002,
as president of Alcan Rolled Products Americas and Asia and senior
vice president of Alcan Inc.

She holds a B.A. from Yale University in Economics and Political
Science as well as a Master's of Public and Private Management
specializing in international business.  Brooks is a member of the
Board of Trustees of Manufactures Alliance (MAPI), an executive
committee and board member of The Aluminum Association, and a
Trustee of the Yale-China Association.  She lives in Cleveland
with her husband and three sons.

International Paper -- http://www.internationalpaper.com-- is the  
world's largest paper and forest products company.  Businesses
include paper, packaging, and forest products.  As one of the
largest private forest landowners in the world, the company
manages its forests under the principles of the Sustainable
Forestry Initiative (R) (SFI) program, a system that ensures the
continual planting, growing and harvesting of trees while
protecting wildlife, plants, soil, air and water quality.  
Headquartered in the United States, International Paper has
operations in over 40 countries and sells its products in more
than 120 nations.

As previously reported, Standard & Poor's Ratings Services
assigned its 'BB+' preferred stock ratings to International Paper
Co.'s $6 billion mixed shelf registration.


IVACO INC: Canadian Court Extends CCAA Stay Until November 14
-------------------------------------------------------------
Ivaco Inc. (TSX:IVA) announced that the Ontario Superior Court has
granted an extension until November 24, 2003 of the Order made
pursuant to the Companies' Creditors Arrangement Act (CCAA)
granting a stay of proceedings against Ivaco and certain of its
Canadian subsidiaries and related partnerships.

The initial Order was issued on September 16, 2003 for a thirty-
day period. The Company is in the process of preparing a plan of
restructuring under the CCAA for the purpose of returning its core
businesses to profitability.

Ivaco further announced that it has signed an agreement to sell a
property in the state of Virginia for US$4 million. The
transaction is expected to close no later than January 9, 2004.
The Company also announced that it is continuing its search for a
Chief Restructuring Officer.

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


JACK IN THE BOX: Corp. Credit Rating Slides Down a Notch to BB
--------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its ratings on Jack in
the Box Inc. The corporate credit rating was lowered to 'BB' from
'BB+'. The outlook is stable.

The downgrade is based on the deterioration of credit protection
measures over the past two years as a result of declining
operating performance. The company has suffered from the soft
economy, higher unemployment rates, low consumer confidence,
increased price competition, and a shift in consumer preferences
away from quick service meals. Standard & Poor's expects that Jack
in the Box's results will progress over time due to its focus on
food and service; however, the business environment and the
company's plans to "reinvent" itself over the next three to five
years will make it very challenging for the company to
significantly improve credit quality in the near term.

"The ratings on Jack in the Box reflect the company's
participation in the intensely competitive quick-service segment
of the restaurant industry and highly leveraged capital
structure," said Standard & Poor's credit analyst Diane Shand.
"These weaknesses are partially offset by the company's solid
regional presence, generally good operating performance despite
recent problems, and its ability to develop and market new
products." San Diego, California-based Jack in the Box operates or
franchises more than 1,900 Jack in the Box restaurants in 28
states.

Financial flexibility is adequate. Liquidity is provided by a $200
million revolving credit facility and $10.2 million of cash and
short-term investments as of July 6, 2003. Jack in the Box had
availability of $165 million under its revolving credit facility
as of July 6, 2003. A light debt maturity schedule over the next
few years provides additional flexibility.


K2 DIGITAL: Exploring Alternatives Including Asset Liquidation
--------------------------------------------------------------
On October 8, 2003 K2 Digital, Inc. notified FutureXmedia Inc.,
that, in light of delays in its consummating the proposed merger
with K2 Digital, it was exploring other options to enhance
shareholder value.

These options may include a merger or similar transaction with
another entity, consummation of the merger with FX, or liquidation
of K2 Digital, Inc. K2 Digital entered into an Agreement and Plan
of merger with FX on January 15, 2002 and the closing of that
transaction has been adjourned on three occasions, most recently
to May 31, 2003.

At June 30, 2002, the Company's total shareholders' equity deficit
is reported at about CDN$200,967.


KAISER ALUMINUM: Seeking Approval of Agreements with Insurers
-------------------------------------------------------------
In May 2000, Kaiser Aluminum Corporation and its debtor-affiliates
instituted an insurance coverage action against certain liability
insurers before the Superior Court of California for the County of
San Francisco.  The coverage at issue in the Products Coverage
Action spans the period from 1959 to 1985 and involves 300
insurance policies of 40 insurers, including three liability
insurers:

   * Hartford Accident and Indemnity Company,

   * Nutmeg Insurance Company, and

   * Associated International Insurance Company.

Hartford issued nine excess liability policies to the Debtors:

     Policy Number                 Policy Period
     -------------                 -------------
      57XS 100281         April 1, 1977 to April 1, 1978
      57XS 100368         April 1, 1978 to April 1, 1979
      57XS 100453         April 1, 1979 to April 1, 1980
      57XS 102006         April 1, 1980 to April 1, 1981
      57XS 102411         April 1, 1981 to April 1, 1982
      57XS 102602         April 1, 1982 to April 1, 1983
      57XS 102731         April 1, 1983 to April 1, 1984
      57XS 102765         April 1, 1984 to April 1, 1985
      57XS 102766         April 1, 1984 to April 1, 1985

Nutmeg, a Hartford-affiliated company, issued one excess
liability policy to the Debtors -- Policy Number BXS 100460 for
the Policy Period, April 1, 1982 to April 1, 1984.

Associated issued five excess liability policies to the Debtors:

     Policy Number                 Policy Period
     -------------                 -------------
      AEL 051075           April 1, 1980 to April 1, 1981
      AEL 051140           April 1, 1981 to April 1, 1982
      XS 101336            April 1, 1982 to April 1, 1983
      XS 103052            April 1, 1983 to April 1, 1984
      XS 106706            April 1, 1984 to April 1, 1985

In the Products Coverage Action, the Debtors seek a declaratory
judgment against the Insurers as to their coverage obligations
under the policies with respect to Kaiser's Asbestos Products
Claims.  The disputes between the parties include a dispute over
whether Hartford, Nutmeg and Associated are obligated under
certain of the policies to pay (a) defense costs in addition to
the policies' limits of liability and (b) defense costs as they
are incurred and for claims that are dismissed without payment by
or on behalf of the Debtors.  

The Debtors entered into two separate confidential agreements,
one with both Hartford and Nutmeg and another with Associated.  
The two stipulations will resolve the defense costs issues
between the parties.

Etta R. Wolfe, Esq., at Richards, Layton & Finger, in Wilmington,
Delaware, states that while the Stipulations do not resolve all
the issues in dispute with Hartford, Nutmeg and Associated in the
Products Coverage Action, they do resolve significant defense
cost issues.  Ms. Wolfe points out that the Stipulations will:

   (a) eliminate uncertainty regarding the payment of defense
       costs by Hartford, Nutmeg and Associated;

   (b) eliminate the continuing costs of litigating the defense
       cost issues with Hartford, Nutmeg and Associated; and

   (c) allow the Debtors to receive certain benefits under the
       Hartford, Nutmeg and Associated policies.

At the Debtors' request, Judge Fitzgerald approves the
Stipulations.  Judge Fitzgerald also modifies the automatic stay
to permit the Debtors and the Insurers to consummate the
Stipulations.

According to Ms. Wolfe, substantially similar stipulations that
resolve defense coverage issues in dispute between the Debtors
and other insurers will equally benefit the Debtors' estate.

Judge Fitzgerald rules that the Debtors may enter into further
settlements with other insurers without further Court approval.  
Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, Judge Fitzgerald requires the Debtors to serve 10 days
advance notice of any Future Stipulation to:

   * the Statutory Committee of Unsecured Creditors,

   * the Statutory Committee of Asbestos Claimants, and

   * Martin J. Murphy as the Legal Representative for Future
     Asbestos Claimants. (Kaiser Bankruptcy News, Issue No. 33;
     Bankruptcy Creditors' Service, Inc., 609/392-0900)  


KEYSTONE AUTOMOTIVE: S&P Assigns Low-B Credit & Debt Ratings
------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Keystone Automotive Operations Inc. In addition,
Standard & Poor's assigned a 'B+' senior secured bank loan rating
to Keystone's planned $165 million bank facility and a 'B-' rating
to the company's planned $175 million senior subordinated note
issue due in 2013. The ratings outlook is stable.

The senior subordinated notes will be issued under Rule 144A with
registration rights. Proceeds from the bank loan and senior
subordinated note issue will be used for the acquisition of the
company by Bain Capital for $440 million. The bank loan is rated
the same as the corporate credit rating, indicating that there
would be a strong likelihood of substantial recovery of principal
in the event of default or bankruptcy, with minimal loss expected.

"The ratings reflect Keystone Automotive Operations Inc.'s
participation in the competitive and highly fragmented specialty
equipment segment of the automotive aftermarket industry, small
sales and EBITDA base, and high leverage," said Standard & Poor's
credit analyst Patrick Jeffrey. These risks are mitigated somewhat
by the company's leading position in its market segment.

Keystone is the leader in the highly fragmented and competitive
specialty equipment sector of the automotive parts aftermarket
segment. This segment represents a relatively small part of the
total automotive aftermarket industry, the majority of which
consists of replacement parts. While Keystone maintains the
leading position, with significantly greater sales than its next
largest competitor, the company's sales and EBITDA are relatively
small at about $370 million and $45 million, respectively, in
2002. This provides less cushion for a decline in operating
performance given the company's highly leveraged pro forma capital
structure.

Liquidity is satisfactory for the rating. Bank loan amortization
until year six is expected to be funded with free cash flow and
the revolver. Maturities totaling $55 million in 2009 will most
likely have to be refinanced.


KINGSLEY COACH: Mantyla Reynolds Expresses Going Concern Doubt
--------------------------------------------------------------
Mantyla Reynolds, of Salt Lake City, Utah, independent auditor for
The Kingsley Coach, Inc., has stated in the Auditors Report to the
Board of Directors of the Company, under date of September 29,
2003: "[T]he Company has accumulated losses since inception, has
experienced a decline in revenue and has negative working capital
which raise substantial doubt about its ability to continue as a
going concern."

The Company does not at this time have sufficient capital to fund
significant growth.  Unless additional capital is obtained, the
Company will be unable to produce vehicles in sufficient
quantities to meet demand.

The Company has had poor financial results recently, has incurred
substantial losses, and has negative working capital.  Although
many factors have contributed to this situation, the primary
current cause of the situation is the Company's inability to fund
production at a rate sufficient for the Company to be profitable.  
Unless additional capital is obtained, the Company is likely to
continue to incur losses.

The Company has only one executive officer employed full-time, its
President.  Until the Company's financial condition improves, it
is unlikely that the Company will be able to attract additional
competent management. Therefore the Company will depend on its
President alone for its executive decision-making.

The Kingsley Coach, Inc. is engaged in the business of
manufacturing motorhomes, medical transport vehicles and emergency
response vehicles, all under the tradename "Kingsley Coach."
Although available for a broad variety of uses, each Kingsley
Coach has the same sturdy and stable structural design, which
characterizes the vehicle as a "Kingsley Coach."

The Kingsley Coach, in essence, is a vehicle body (be it an R.V.
body or a speciality body) mounted onto a stretched truck chassis.  
Kingsley Coach opens the back of the cab and welds the body to the
open frame, creating a walk-through vehicle with the safety of
uni-body construction.  

The Company's lack of working capital continues to limit its
production. As a result, the Company has almost no inventory of
finished or near-finished products, and is required to build
vehicles only to order.  This situation (a) limits Kingsley
Coach's potential customers to those willing to wait many months
for delivery and (b) eliminates  reportable revenue if there is
any interruption in production activities (as occurred in fiscal
2002), as the Company has no sales from inventory that can carry
it through a trough in production.  This situation does not
preclude the Company from achieving profitability - it had the
same lack of inventory in fiscal 2001, and achieved profits in
that year.  But the situation does put prospects for profitability
at considerable risk.

At June 30, 2003 Kingsley Coach had a working capital deficit of
$1,638,084, a decline of $366,944 from its deficit at the end of
June 2002. The primary reason for the decline is that it has a
large liability for customer deposits that were received and used
in prior periods. The cash that it now receives on delivery of a
new vehicle is often not much greater than the cash expended in
producing the vehicle, since the cash profit on the sale is
represented by the deposit.  Until the Company obtains a source of
financing other than the deposits placed by new customers, it will
be difficult for it to remedy its working capital deficit.


LEAP WIRELESS: Wins Approval to Tap Falkenberg as Expert Advisor
----------------------------------------------------------------
Leap Wireless International Inc., and its debtor-affiliates
obtained the U.S. Bankruptcy Court's authority to employ
Falkenberg Capital Corporation to provide a market valuation of
their personal communications service license portfolio and
testify at the Plan confirmation hearing on September 29, 2003.

Falkenberg Capital will provide independent valuation of
financial advisory services on the Debtors' wireless license
portfolio.  Specifically, Falkenberg will be:

   (a) providing the Debtors with an independent review and
       valuation of their license portfolio on an aggregate and
       market-by-market basis.  All licenses held for both
       operating and non-operating markets will be evaluated and
       will include:

       -- estimated Auction 35 values for licenses; and

       -- estimated current values for the licenses;

   (b) identifying and evaluating potential purchasers of the
       licenses;

   (c) preparing a written report on the licenses' value for
       submission to the Bankruptcy Court;

   (d) assisting the Debtors in preparing for depositions,
       hearings and trials; and

   (e) testifying regarding reports made as well as other
       experts' reports.

For its services, Falkenberg Capital will be:

   (a) paid $85,000 -- half of which will be payable upon
       delivery of the final written report to the Debtors for
       submission to the Court and the balance payable upon
       testimony before the Court;

   (b) reimbursed for its expenses incurred in connection with
       its services to the Debtors; and

   (c) paid $7,500 for each additional day in excess of two
       days that it is required to testify. (Leap Wireless
       Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
       Service, Inc., 609/392-0900)  


LNR PROPERTY: Commences Tender Offer for 10-1/2% Sr. Sub. Notes
---------------------------------------------------------------
LNR Property Corporation (NYSE: LNR) has commenced a tender offer
for all of its outstanding 10-1/2% Senior Subordinated Notes due
2009 for a purchase price equal to 106.892% of their principal
amount plus accrued interest to, but not including, the day LNR
pays for the Notes it purchases, which is expected to be on
November 14, 2003.

The tender offer will expire at 5:00 p.m. New York City time on
November 13, 2003, unless it is extended. Tendered Notes may be
withdrawn at any time until 5:00 p.m. New York City time on the
day the tender offer expires.

Deutsche Bank Securities is acting as dealer manager for the
offer. U.S. Bank Trust National Association will be the Depositary
to which tendered 10-1/2% Notes must be delivered by book-entry
transfer through The Depositary Trust Company.

An Offer to Purchase and form of Letter of Transmittal with which
to tender Notes are being sent to noteholders. Copies of these
materials can also be obtained from MacKenzie Partners, Inc.,
which is acting as information agent with regard to the offer, at
105 Madison Avenue, New York, NY  10016; telephone (800) 322-2885.

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


LNR PROPERTY: Agrees to Sell $300 Million Of Senior Sub. Notes
--------------------------------------------------------------
LNR Property Corporation (NYSE: LNR) has agreed to sell $300
million of 7.25% Senior Subordinated Notes due 2013 to qualified
institutional investors in a transaction complying with Securities
and Exchange Commission Rule 144A.

LNR had previously announced that it was proposing to offer at
least $275 million of Senior Subordinated Notes. The final amount
offered was increased to $300 million. The transaction is expected
to close on October 29, 2003.

As previously announced, LNR expects to use a portion of the
proceeds from the Note sale to purchase all of its 10-1/2% Senior
Subordinated Notes due 2009 that are tendered in response to a
tender offer LNR is making, and to redeem the remainder of the
10-1/2% Notes on January 15, 2004 at a redemption price equal to
105.375% of their principal amount plus accrued interest.  The
remainder of the proceeds will be used to reduce senior debt and
for general corporate purposes.

The purchase of the 10-1/2% Notes as a result of the tender offer
and the redemption of the remaining 10-1/2% Notes, together with
purchases on October 14 and 15 of $79.9 million principal amount
of 10-1/2% Notes, will result in charges to net earnings that may
be as high as $16 million, primarily related to the premium being
paid for the 10-1/2% Notes. With regard to the 10-1/2% Notes
purchased on October 14 and 15 and 10-1/2% Notes purchased through
the tender offer, the charge will be in the fourth quarter of
LNR's current fiscal year, which ends on November 30, 2003. With
regard to 10-1/2% Notes redeemed on January 15, 2004, the charge
will be in the first quarter of fiscal 2004.

The 7.25% Notes have not been registered under the Securities Act
of 1933, as amended, or the securities laws of any other
jurisdiction and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirement.

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


LORAL SPACE: Unit to Build New Satellite for PanAmSat Corp.
-----------------------------------------------------------
Space Systems/Loral (SS/L), a subsidiary of Loral Space &  
Communications (OTC Bulletin Board: LRLSQ), announced that
PanAmSat Corporation has agreed to issue SS/L an authorization to
proceed (ATP) with the design and construction of a new satellite.

Revenue for the construction of the satellite will be in excess of
$100 million. In addition, PanAmSat has agreed to enter into an
option for an in-orbit spare for one of its existing satellites on
terms and conditions to be agreed to.

The ATP from PanAmSat is for the Galaxy 16 program, a C- and Ku-
band satellite with 48 transponders to be delivered December 31,
2005.

At the same time, Hughes Electronics Corporation, majority owner
of PanAmSat and parent of DIRECTV, notified Loral that the ATPs
for two satellites previously issued to SS/L by DIRECTV are now
fully enforceable and binding. Further, Hughes advised that
DIRECTV will make advance payments of $25 million on each of those
two satellite orders and PanAmSat will make an advance payment of
$25 million on its new satellite order, for a combined total
advance of $75 million. Proceeding with the construction of the
satellite for PanAmSat and the two satellites for DIRECTV is
subject to the approval of the Bankruptcy Court at a hearing
scheduled for October 21, 2003.

In connection with this matter, on October 9, 2003, Loral received
a proposal from EchoStar Communications Corporation to acquire the
DIRECTV 7S satellite (now under construction) for $100 million and
to provide ATPs for two additional satellites. Loral, however, has
indicated that it intends to proceed with the DIRECTV and PanAmSat
agreements rather than the EchoStar proposal.

Space Systems/Loral is a premier designer, manufacturer, and
integrator of powerful satellites and satellite systems. SS/L also
provides a range of related services that include mission control
operations and procurement of launch services. Based in Palo Alto,
Calif., the company has an international base of commercial and
governmental customers whose applications include broadband
digital communications, direct-to-home broadcast, defense
communications, environmental monitoring, and air traffic control.
SS/L is ISO 9001:2000 certified. For more information, visit
http://www.ssloral.com

Loral Space & Communications is a satellite communications
company. Through its Skynet subsidiary, it owns and operates a
global fleet of telecommunications satellites used by television
and cable networks to broadcast video entertainment programming,
and by communication service providers, resellers, corporate and
government customers for broadband data transmission, Internet
services and other value-added communications services. Loral also
is a world-class leader in the design and manufacture of
satellites and satellite systems through its Space Systems/Loral
subsidiary.


MAGNATRAX CORP: Plan Confirmation Hearing Set for October 28
------------------------------------------------------------
On September 17, 2003, the U.S. Bankruptcy Court District of
Delaware approved the Disclosure Statement prepared by Magnatrax
Corporation and its debtor-affiliates to explain their Fifth
Amended Joint Plan of Reorganization.  The Court found that the
Disclosure Statement contained adequate information, enabling
creditors to make informed decisions whether to accept or reject
the Debtors' Plan.

Accordingly, the Court fixes a hearing to consider the
confirmation of the Debtors' Plan for October 28, 2003, at 4:00
p.m. Eastern Time, before the Honorable Peter J. Walsh.

Objections, if any, to the confirmation of the Plan must be
received by Clerk of the Bankruptcy Court on or before October 22.

Magnatrax Corporation is a diversified North American manufacturer
and marketer of engineered building products and services for non-
residential and residential construction markets.  The Company
filed for chapter 11 protection on May 12, 2003 (Bankr. Del. Case
No. 03-11402).  Joel A. Waite, Esq., Maureen D. Luke, Esq., at
Young Conaway Stargatt & Taylor and Andrew A. Kress, Esq., Keith
R. Murphy, Esq., at Kaye Scholer LLP represent the Debtors in
their restructuring efforts.  When the Company filed for
protection from its creditors, it listed $207,000,000 in total
assets and $326,000,000 in total debts.


MARV I & II: Fitch Affirms Ratings on Various Note Classes
----------------------------------------------------------
Fitch has affirmed the ratings on the following classes of notes
issued by MARV I Ltd. and MARV II Ltd.:

MARV I Ltd.

-- $143,397,903 class A-1 senior secured fixed-rate notes due 2009
   'AAA';

-- $102,000,000 class A-2 senior secured fixed-rate notes due 2011
   'BBB-';

-- $6,000,000 class B senior secured fixed-rate notes due 2011
   'B';

-- $15,000,000 class C secured fixed-rate notes due 2030 'CC'.

MARV II Ltd.

-- $107,299,430 class A-1 senior secured fixed-rate notes due 2009
   'AAA';

-- $135,000,000 class A-2 senior secured fixed-rate notes due 2011
   'BBB';

-- $6,000,000 class B senior secured fixed-rate notes due 2011
   'B+';

-- $12,000,000 class C secured fixed-rate notes due 2030 'CC'.
   
Since Fitch's last rating action, the collateral pools of both
MARV I Ltd. and MARV II Ltd. have experienced marginal credit
deterioration and par loss consistent with Fitch's previous
expectations.

As of its Aug. 15, 2003 payment date, MARV I Ltd.'s A/B
overcollateralization test was failing at 104.7% versus a trigger
of 107.7% and its C OC test was failing at 99.2% versus a trigger
of 102.1%. As of the same date, MARV II Ltd.'s A/B OC test was
failing at 104.8%, versus a trigger of 105.4% and its C OC test
was failing at 100.1% versus a trigger of 102%. Though these tests
continue to fail, Fitch believes that the performance of both
transactions does not warrant a further change in their respective
ratings.

Both MARV I Ltd. and MARV II Ltd. are static pool cash flow
collateralized debt obligations that are backed by corporate debt,
asset-backed securities, emerging market corporate debt, and
credit-linked notes. Additionally, MARV I Ltd.'s portfolio
includes emerging market sovereign debt.


MAXXIM MEDICAL: Gets OK to Tap Thomas Howell as Tax Consultants
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
stamp of approval to Maxxim Medical Group, Inc., and its debtor-
affiliates' application to retain Thomas Howell Ferguson PA as Tax
Consultants, nunc pro tunc to July 15, 2003.

The professional services expected of Thomas Howell include:

     a. preparing US, federal tax returns, Ports 1120, state and
        local income and franchise tax returns, extension
        requests, amended tax returns and carryback claims;

     b. calculating federal tax depreciation (Regular, AMT,
        ACE), gains/losses on disposals of fixed assets, and
        state tax depreciation;

     c. performing required calculations under the Uniform
        Capitalization Rules;

     d. completing Federal Form 5471, Information Return of U.S,
        Persons with Respect to Certain Foreign Corporations and
        Federal Form 5472, Information Return of a 25% Foreign-
        Owned U.S Corporation or Foreign Corporation Engaged in
        a U. S Trade or Business;

     e. assisting and advising the Debtors as to the most
        optimal tax manner to achieve their postpetition
        operations and restructuring objectives;

     f. consulting with the Debtors regarding availability,
        limitations, preservation, and maximization of tax
        attributes such as net operating losses and alternative
        tax credits, minimization of tax costs in connection
        with stock or asset sales, if any, assistance with tax
        issues arising in the ordinary course of business while
        in bankruptcy, such as ongoing assistance with a federal
        IRS examination and related issues raised by the IRS
        agent and the mitigation of officer liability issues,
        and, as needed, research, discussions and analysis of
        federal and state income and franchise tax issues
        arising during the bankruptcy period;

     g. assisting in modeling various restructuring scenarios
        with regard to the impact of cancellation of
        indebtedness Income on various tax attributes such as
        net operating losses, tax basis of assets and
        alternative minimum tax credits;

     h. providing accounting assistance, including assisting
        with the evaluation and implementation of new accounting
        standards, the evaluation and implementation of
        improvements in internal accounting controls,
        recordkeeping and information systems and assisting in
        the evaluation of accounting implications of actual or
        proposed contractual arrangements;

     i. auditing and reporting on the financial statements and
        supplemental schedules of the Debtors' 401 (k) Plan for
        inclusion in the Plan's Form 5500 fling with the
        Department of Labor's Employee Benefits Security
        Administration; and

     j. providing such other tax consulting, tax compliance
        auditing and business advisory services as the Debtors
        may request.

Winston K. Howell, a shareholder of Thomas Howell reports that the
firm's standard hourly rates are:

          Shareholders      $250 per hour
          Principals        $190 per hour
          Managers          $170 per hour
          Seniors           $120 per hour
          Staff             $100 per hour
          Clerical          $45 per hour

Maxxim Medical Group, Inc., a leading suppliers of custom-
procedure trays, nonlatex examination gloves and other single-use
products, filed for chapter 11 protection on February 11, 2003
(Bankr. Del. Case No. 03-10438).  Brendan Linehan Shannon, Esq.,
Edward J. Kosmowski, Esq., Matthew Barry Lunn, Esq., at Young,
Conaway, Stargatt & Taylor and Myron Treppor, Esq., Michael J.
Kelly, Esq., at Wilkie Farr & Gallagher represent the Debtors in
their restructuring efforts.  When the Company filed for
protection from its creditors, it listed both debts and assets of
over $100 million.


MCALISTER ENTERPRISES: Case Summary & 8 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: McAlister Enterprises LLC
        11720 Brockton Lane North
        Maple Grove, Minneapolis 55369

Bankruptcy Case No.: 03-47079

Type of Business: Provides equipment financing to its affiliated
                  company, Twin Express, Inc.

Chapter 11 Petition Date: October 9, 2003

Court: District of Minnesota (Minneapolis)

Judge: Robert J. Kressel

Debtor's Counsel: Michael L. Meyer, Esq.
                  Ravich Meyer Kirkman Mcgrath & Nauman
                  80 S 8th Street
                  Suite 4545
                  Minneapolis, MN 55402
                  Tel: 612-332-8511

Total Assets: $3,966,555

Total Debts: $5,251,618

Debtor's 8 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
US Bancorp Equipment        Equipment Lease         $1,647,087
Finance Inc.        
1550 East 79th St #575
Bloomington, MN 55425
Attn: Rich Nelson
Tel: 952-851-2505

Navistar Leasing Co.        Equipment Lease         $1,170,144
2850 West Golf Road
Rolling Meadows IL 60008
Attn: Erik Arntzen
Tel: 847-734-4518

Citicapital                 Equipment Lease           $666,636
8430 W. Bryn Mawr Avenue       
3rd Floor
Chicago, IL 60631

General Electric Capital    Equipment Lease           $563,467
500 1st Avenue
Pittsburgh, PA 15219
Tel: 800-754-2904

Wells Fargo Equipment       Equipment Lease           $348,065
Finance
733 Marquette Avenue
#700
Minneapolis, MN 55402
Attn: Colleen Nuesse
Tel: 612-667-9753

All Wheels Financial        Equipment Lease           $312,434
10700 Lyndale Avenue South
Bloomington, MN 55420-9880
Attn: Barry
Tel: 888-703-3478

Conseco Finance Leasing     Equipment Lease           $296,890
Trust
50 Washington St.
12th Floor
South Norwalk, CT 06854
Tel: 800-998-7852

U.S. Bank                   Equipment Lease           $246,891     


MEASUREMENT SPECIALTIES: Joseph R. Mallon Steps Down from Board
---------------------------------------------------------------
Measurement Specialties, Inc. (Amex: MSS), a designer and
manufacturer of sensors and sensor-based consumer products,
announced that Mr. Joseph R. Mallon, Jr. has resigned from the
Company's Board of Directors.

Effective October 15, 2003, R. Barry Uber will fill the vacancy
created by Mr. Mallon's resignation.  Joe Mallon served as
Chairman of the Board from April 1995 until January 2003 and as
Chief Executive Officer from April 1995 to June 2002. From April
1995 to February 1998, Mr. Mallon also served as President.

Mr. Mallon commented, "I leave the Board of Directors of MSI with
regret, but also with pleasure at having been given the
opportunity to help see the Company through a difficult period to
its present position of relative strength.  This is a great
company, with a strong product and technology portfolio and many
opportunities for future growth.  I have confidence in the
Company and in its management team."

"While Joe has had some meaningful challenges during his tenure,
it was his foresight that put MSI in the sensors business",
commented Frank Guidone, CEO.  "His knowledge and guidance with
respect to the sensor marketplace has been very valuable to me."  
Mr. Guidone continued, "I am very excited about the addition of
Barry Uber to the Board.  Barry's operating experience and
network, particularly in the heavy equipment industry, will be a
tremendous resource to the management team."

Mr. Uber is the former President/COO of American Commercial Barge
Line and the former President/CEO of North American Van Lines.  
Prior to that role, Mr. Uber spent 30 years at Ingersoll-Rand
Company, where he held continuously expanding global
responsibilities including his last role as corporate officer and
President of the $ 1.2 billion Construction & Mining Group.

"I look forward to working with the MSI management team as they
transition from a period of restructuring and focus on future
growth, driving the continued recovery and further creation of
shareholder value", commented Mr. Uber.

Measurement Specialties is a designer and manufacturer of sensors,
and sensor-based consumer products.  Measurement Specialties
produces a wide variety of sensors that use advanced technologies
to measure precise ranges of physical characteristics, including
pressure, motion, force, displacement, angle, flow, and distance.  
Measurement Specialties uses multiple advanced technologies,
including piezoresistive, application specific integrated circuits
(ASICs), micro-electromechanical systems (MEMS), piezopolymers,
and strain gages to allow their sensors to operate precisely and
cost effectively.

As previously reported, Measurement Specialties' independent
accountants Grant Thornton LLP, in its Auditors' Report dated
May 20, 2003, stated:

"The accompanying [sic] consolidated financial statements have
been prepared assuming that the Company will continue as a going
concern...[T]he Company incurred net losses of $9,097,000 and
$29,047,000 for the fiscal years ended March 31, 2003 and 2002,
respectively.  Additionally, the Company is a defendant in a
class action lawsuit and is also the subject of investigations
being conducted by the Division of Enforcement of the United
States Securities and Exchange Commission and the United States
Attorney for the District of New Jersey.  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 that might result from  
the outcome of this uncertainty."


MEDIX RESOURCES: CEO Darryl Cohen Named Chairman of the Board
-------------------------------------------------------------
Medix Resources, Inc. (Amex: MXR) announced that at a board
meeting held on October 10, 2003, Darryl Cohen, 51, the Company's
current Chief Executive Officer, was selected by its Board of
Directors to serve as the Company's new Chairman of the Board.

Cohen succeeds Patrick Jeffries, 50, who is leaving to pursue
personal goals. Medix, through its wholly owned HealthRamp
subsidiary, markets the CarePoint suite of technologies. CarePoint
allows for electronic prescribing, lab orders and results,
Internet-based communication, data integration, and transaction
processing over a handheld device or browser, at the point-of-
care. The combination of these technologies is designed to provide
access to safer and better healthcare.

Stated Jeffries, "In my role as Chairman, I have enjoyed working
with Darryl and the members of the Medix board over the last year,
which has been one of great challenges and rewards. I believe
Darryl's varied experience, past successes, and continuing
management positions make him the ideal Chairman for Medix at this
juncture in its evolution."

"During the past year we've worked extremely hard to ensure
Medix's leadership position in the burgeoning healthcare
connectivity marketplace. Patrick's extensive experience has been
instrumental in guiding us in our interactions with physicians and
other members of the healthcare delivery universe. We're grateful
for his long-term service and wish him luck in all his endeavors,"
said Cohen. "As the new Chairman of Medix, I look forward to
continuing my work with the Medix team in shaping and executing
Medix's response to the wealth of opportunities in the rapidly
evolving healthcare environment," Cohen concluded.

An investor in private and public companies, in the past Cohen has
frequently worked with the management of the companies in which
he's invested, assisting them in the areas of marketing strategy
and financing efforts. He is also co-owner of a financial services
advisory firm, Omni Financial, providing financial restructuring
services for individuals. Earlier, he was President of DCNL
Incorporated, a privately held beauty supply manufacturer and
distributor he founded in 1988 and sold to Helen of Troy in 1998.
During his tenure as President of DCNL, Cohen was also co-owner
and President of Basics Beauty Supply Stores. He is a member of
the Board of Directors of Access Marketing and consults for a
major media company in the cable television market. Cohen holds a
BA in Political Science from the University of California at
Berkeley.

Medix, through its wholly owned HealthRamp subsidiary, markets the
CarePoint suite of technologies. CarePoint allows for electronic
prescribing, lab orders and results, Internet-based communication,
data integration, and transaction processing over a handheld
device or browser, at the point-of-care. The combination of these
technologies is designed to provide access to safer and better
healthcare. Medix's products enable communication of high value-
added healthcare information among physician offices, pharmacies,
hospitals, pharmacy benefit managers, health management
organizations, pharmaceutical companies and health insurance
companies. Additional information about HealthRamp, and its
products and services, can be found at http://www.HealthRamp.com  

On June 20, 2003, upon recommendation and approval of the
Company's Audit Committee, Medix Resources, Inc. dismissed
Ehrhardt Keefe Steiner & Hottman, PC and engaged BDO Seidman, LLP
as the Company's independent auditors for the fiscal year ending
December 31, 2003.

Ehrhardt Keefe Steiner & Hottman's reports of the Company's
consolidated financial statements for each of the years ended
December 31, 2002 and 2001 contained an explanatory paragraph as
to the Company's ability to continue as a going concern.


MILLER INDUSTRIES: Taps Joseph Decosimo & Co. as PwC Replacement
----------------------------------------------------------------
On October 9, 2003, Miller Industries Inc. engaged Joseph Decosimo
and Company, LLP, to be its principal accountants. The decision to
engage Joseph Decosimo and Company, LLP, was made upon the
recommendation of the Company's Audit Committee and the approval
of its Board of Directors.

The Company's former principal accountants, PricewaterhouseCoopers
LLP, resigned effective October 3, 2003. The report of
PricewaterhouseCoopers for the year ended December 31, 2002
included an explanatory paragraph. This explanatory paragraph was
included as a result of Miller Industries being in default of
certain covenants under its senior and subordinated credit
facility agreements, and because its subordinated credit facility
matured on July 23, 2003. The senior and subordinated credit
facility agreements contain certain cross-default provisions and
provide for the acceleration of amounts due as well as other
remedies in the event of default. The report of
PricewaterhouseCoopers indicated that these circumstances raise
substantial doubt about the Company's ability to continue as a
going concern.

The report of PricewaterhouseCoopers LLP for the period ending
December 31, 2001 included a separate paragraph regarding the
Company's default under certain credit agreements and related
waivers.


MIRANT CORP: Wants Approval of Amended Prepetition Credit Pact
--------------------------------------------------------------
Ian Peck, Esq., at Haynes and Boone LLP, in Dallas, Texas,
relates that Mirant Corporation is the borrower under a Four-Year
Facility Agreement dated as of July 17, 2001 among Mirant, Credit
Suisse First Boston, as administrative agent, and certain banks
and other financial institutions as lenders.  Under the Four-Year
Credit Facility, the Prepetition Lenders agreed to make available
to Mirant a working capital and letter of credit facility of up
to $1,125,000,000 in aggregate principal amount.  

Pursuant to the terms of the Four-Year Credit Agreement, Mirant
entered into a Letter of Credit Agreement dated September 4, 2001
with Wachovia Bank, N.A.  Under the Letter of Credit Agreement,
Wachovia agreed to issue letters of credit upon Mirant's request.

Mr. Peck tells the Court that under the Four-Year Credit
Agreement and the Letter of Credit Agreement, prior to the
Petition Date, Wachovia issued letters of credit to support the
businesses of Mirant and its various subsidiaries.  As of
September 5, 2003, $776,000,000 in aggregate principal amount of
letters of credit remain undrawn -- the Existing letters of
Credit.  The beneficiaries under the Existing Letters of Credit
include trading counterparties under "safe harbor" contracts,
counterparties under power purchase agreements and transportation
agreements, lenders under financing debt, Independent System
Operators and other vendors and suppliers.

Each of the Existing Letters of Credit contains an initial expiry
date.  However, Mr. Peck explains that a substantial number of
the Existing Letters of Credit contain "evergreen" provisions
stating that notwithstanding the Scheduled Expiry Date, unless
Wachovia serves notice on the relevant Beneficiary of its
intention not to renew the relevant Evergreen Letter of Credit,
it will automatically renew on the Scheduled Expiry Date for an
additional period.  In some cases, the terms of the Existing
Letters of Credit may provide that in the event Mirant fails to
renew an Existing Letter of Credit by a certain period prior to
the Scheduled Expiry Date, the relevant Beneficiary will be
permitted to draw on the Existing Letter of Credit.

A number of the Existing Letters of Credit were issued to support
the businesses or operations of non-debtor affiliates.  In these
instances, the Debtors' primary concern is to ensure that the
impact of their Chapter 11 cases on these operations and in
particular, Mirant's inability to issue, renew or replace letters
of credit, are minimized to the extent possible.

Aside from being issued to support the non-debtors, some Existing
Letters of Credit were issued pursuant to project financing
agreements in lieu of the cash funding of debt service reserve
requirements.  The project companies whose debt service
obligations were supported by Existing Letters of Credit included
the Debtors and non-debtor affiliates.

Mr. Peck notes that since the Petition Date, $38,700,000 worth of
letters of credit has expired or were cancelled in the ordinary
course of business and were not replaced, renewed or extended.  
This represents letter of credit capacity that the Debtors are
now unable to utilize for the benefit of their estates.  In
addition, since the Petition Date, $169,000,000 worth of letters
of credit has been drawn.  Under the terms of the Four-Year
Credit Agreement, upon a drawing of a letter of credit, each
Prepetition Lender is required to pay to the Agent, on account of
Wachovia, its pro rata share of the drawn amount.  Thereafter,
Mirant has a reimbursement obligation to the Prepetition Lenders
in respect of the principal amount of the drawn letter of credit.  
Accordingly, since the Petition Date, contingent claims against
Mirant in respect of the drawn letters of credit became
liquidated.

By Court Orders, Mr. Peck recalls that the Debtors were
authorized, inter alia, to enter into Postpetition Assurance
Agreements with certain trading counterparties who are otherwise
entitled to terminate their prepetition contracts with the
Debtors by reason of safe harbor contracts.  The Orders also
authorized Wachovia to extend any letter of credit held by any
trading counterparty in its discretion; provided that the
extension or replacement does not change, alter or otherwise
modify the priority or characteristic of the Prepetition Lenders'
reimbursement claims against the Debtors arising in connection
with the letter of credit and that the extension or replacement
letter of credit will have the priority and characteristic that
it would have if it was issued prior to the Petition Date.

After the Petition Date, the Prepetition Lenders requested a
negotiation of the treatment of all outstanding letters of credit
to avoid the drawing on the relevant Scheduled Expiry Date.  The
Prepetition Lenders proposed that certain outstanding letters of
credit should, upon the relevant Scheduled Expiry Date, be
extended for an additional period to avoid its drawing.  After
negotiation, the Debtors and the Prepetition Lenders agreed to
enter into an amendment agreement in respect of the Four-Year
Credit Agreement.

The salient terms of the Amendment Agreement are:

   (a) All Existing Letters of Credit -- including Evergreen
       Letters of Credit -- will be capable of being extended
       pursuant to the terms of the Amendment Agreement;

   (b) Existing Letters of Credit may be extended, at the
       election of Mirant, to a date -- the Relevant Termination
       Date -- which is the earlier of:

         (i) the date falling six months after the relevant
             Scheduled Expiry Date for the Existing Letter of
             Credit -- or a date not falling not later than one
             year after the Scheduled Expiry Date, as may be
             required by the terms of the underlying agreement
             with the relevant Beneficiary with respect to which
             the Existing Letter of Credit was issued;

        (ii) the Relevant Termination Date Mirant specifies in a
             written Extension Notice; or

       (iii) September 30, 2004;

   (c) If Mirant wishes to extend any Existing Letters of
       Credit, it will be required to provide a written notice
       to the Issuing Bank, requesting the extension and
       providing all relevant information for the purposes
       thereof, within a specified period prior to the Scheduled
       Expiry Date of the relevant Existing Letter of Credit;

   (d) If the relevant Beneficiary does not deliver an
       acknowledgement accepting the terms of the extension
       within a specified period of time, notwithstanding the
       Extension Notice, the Existing Letter of Credit will
       expire on the Scheduled Expiry Date;

   (e) The relevant Beneficiary of an Extended Letter of Credit
       must be the same entity as the Beneficiary of the
       Existing Letter of Credit;

   (f) The face amount of the Extended Letter of Credit may be
       equal to the then undrawn amount of the relevant Existing
       Letter of Credit, or a lesser amount elected by Mirant;

   (g) The relevant Beneficiary's rights to draw on the Extended
       Letter of Credit will be substantially the same as those
       set out in the Existing Letter of Credit being so
       extended; and

   (h) The Issuing Bank may make modifications to the terms of
       an Extended Letter of Credit as may be necessary to
       reflect the terms of the relevant extension, including
       with respect to Evergreen Letters of Credit, removing the
       provision providing for the automatic renewal.

Mr. Peck informs Judge Lynn that the Amendment Agreement will
become effective on the date when certain conditions are
satisfied, including Bankruptcy Court approval of the Amendment
Agreement and providing:

   (a) that Mirant's reimbursement obligations in respect of and
       drawing under the Extended Letter of Credit will
       constitute a prepetition unsecured claim against Mirant
       with respect to its bankruptcy case; and

   (b) confirmation that the issuance of any Extended Letter of
       Credit pursuant to the terms of the Amendment Agreement
       will not be recharacterized or otherwise deemed to
       constitute a new extension of credit for the purpose of
       Section 364 of the Bankruptcy Code or otherwise.

The Amendment Agreement is also conditioned on the Agent
obtaining consent to the amendment from 100% of the Prepetition
Lenders and from Wachovia.

By this motion, the Debtors seek the entry of an interim and
final order pursuant to Sections 105(a) and 363(b) of the
Bankruptcy Code:

   (i) authorizing the amendment of the Four Year Credit
       Agreement to permit the extension of Existing Letters of
       Credit;

  (ii) authorizing the execution and performance of the Amendment
       Agreement; and

(iii) seeking confirmation that:

       (A) Mirant's reimbursement obligations in respect of any
           drawing under an Extended Letter of Credit will
           constitute a prepetition unsecured claim against
           Mirant with respect to the Bankruptcy Cases -- without
           waiver or prejudice to any objection by a party in
           interest to the "allowance" of such prepetition
           unsecured claims; and

       (B) the issuance of any Extended Letter of Credit pursuant
           to the terms of the Amendment Agreement will not be
           recharacterized or otherwise deemed to constitute a
           new extension of credit for the purposes of Section
           364 of the Bankruptcy Code or otherwise.

Mr. Peck asserts that the contemplated transactions should be
authorized because:

   (a) By agreeing to assist the Prepetition Lenders in avoiding
       draws on the Existing Letters of Credit and preventing
       what are otherwise contingent liabilities against Mirant
       from becoming prematurely liquidated, the Debtors are
       building goodwill with their largest credit constituency,
       which will enhance the efficient administration of the
       estates and foster an environment of cooperation that may
       lead to a consensual resolution of these cases;

   (b) The Debtors expect to derive substantial benefit from the
       Amendment Agreement.  In some cases, if an Existing Letter
       of Credit expires or is drawn by the Beneficiary, such
       event may give rise to a default -- or at least a
       colorable argument that a default had occurred -- on the
       underlying agreements supported by the Existing Letter of
       Credit.  Where the relevant affiliate whose obligations
       are supported by the Existing Letter of Credit is not a
       debtor, the automatic stay is not available to prevent the
       relevant Beneficiary from exercising such rights as are
       available to it under the underlying agreement, to the
       detriment of the relevant non-debtor and indirectly the
       Debtors and their estates.  Even where a potential default
       may arguably occur with respect to Debtor obligations, the
       otherwise avoidable expiration of Existing Letters of
       Credit will be disruptive to the Debtors' businesses and
       contrary to the general proposition that the Debtors'
       businesses are continuing to perform without adverse
       consequence resulting from the Chapter 11 filings;

   (c) The Debtors will receive a substantial economic benefit
       from the extension of Existing Letters of Credit
       supporting their trading activities since the face amount
       of certain Existing Letters of Credit exceeds the current
       amount of the underlying obligation -- giving the Debtors
       excess letter of credit capacity with no administrative
       cost to the estates;

   (d) In the event that a Beneficiary allows an Existing Letter
       of Credit to expire undrawn, the Debtors may be required
       to provide a collateral on an administrative cost basis;
       and

   (e) Absent an agreement with the Debtors, the Prepetition
       Lenders may seek to unilaterally extend the Existing
       Letters of Credit without input from the Debtors.

                          *     *     *

Pending a final hearing on the Debtors' request, the Court
authorizes the extension of these Letters of Credit:

L/C Number   Expiry Date   Beneficiary          Principal Amount
----------   -----------   -----------          ----------------
[SM201633W    09/15/03     Southern California     $1,500,000
                           Edison

[SM202363W    09/15/03     Midwestern Gas              50,000
                           Transmission Co.

LC870-130822  09/23/03     Chase as Trustee        85,850,000

LC870-131044  09/28/03     Mitsubishi Int'l.        1,000,000
                           Corporation

LC870-131045  09/28/03     BNP, as Agent            6,118,750
LC870-131046                                          248,500
LC870-131047                                          696,890
LC870-131048                                        1,994,000
LC870-131049                                        5,142,936

LC870-132498  09/30/03     Reliant Energy Serv.    15,000,000

LC870-133365  09/30/03     Southern California      3,140,000
                           Gas Company

SM200054W     09/30/03     Devon Gas Services       1,000,000

SM200530W     09/30/03     Distrigas of Mass          300,000

SM200780W     10/03/03     Public Utility             600,000
                           District No. 2

LC870-132495  10/28/03     TXU Electric Co.        27,500,000

LC870-132187  10/31/03     Credit Suisse           19,100,000

LC870-132187  10/31/03     Constellation Power      1,000,000
                           Source

LC870-132450  10/31/03     BP Corporation          30,000,000
                           North America

LC870-134319  10/31/03     Powerex Corporation      2,000,000

SM200590W     10/31/03     Vermont Public Power       250,000

SM200319W     12/31/03     State of Oregon          1,526,697
(Mirant Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


MUZAK HLDGS.: S&P Keeps Negative Outlook on Low-B Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Muzak Holdings LLC and Muzak LLC, which are analyzed on
a consolidated basis, to 'B' from 'B+'.

The outlook remains negative. The Fort Mill, South Carolina-based
business music services provider had $396 million in consolidated
debt and $127 million in debt-like preferred stock as of
June 30, 2003.

"The downgrade is based on Standard & Poor's expectation of lower
earnings and cash flow that will preclude Muzak from achieving the
near-term improvement in discretionary cash flow and leverage
required to maintain a 'B+' rating," said Standard & Poor's credit
analyst Steve Wilkinson. The company's EBITDA growth of 1.9% in
the second quarter on a sales gain of 6.5% was weak and reflected
lower margin equipment sales and higher operating expenses for
sales support, insurance, and other items. Moreover, continued
high cash outlays for sales commissions and equipment for lease
led to a widening of the company's discretionary cash flow deficit
in the second quarter; reversing the steady gains that Muzak had
previously exhibited. Ongoing cash flow improvement remains
critical because Muzak's liquidity is limited. In addition, the
company's cash interest expense is growing due to its second
quarter debt refinancing and because its senior discount notes
require cash interest payments starting in September 2004.

The ratings reflect Muzak's high financial risk due to its
reliance on debt and debt-like preferred stock to fund its growth.
The ratings also reflect high business risk due to Muzak's lack of
operating diversity, the limited demand for its products evidenced
by its low target market penetration despite its long operating
history, and the high levels of upfront capital required to fund
new customer accounts. Balancing these concerns are the company's
leading market position, sizable recurring revenue base, solid
margins, and customer diversity.


NEW CENTURY FIN'L: Applauds S&P's BB- Credit and B+ Debt Ratings
----------------------------------------------------------------
New Century Financial Corporation (Nasdaq: NCEN) has been assigned
a long-term counterparty credit rating of 'BB-' from Standard and
Poor's Ratings Services.  Simultaneously, the Company was also
assigned an unsecured debt rating of 'B+' on its recently issued
unsecured $210 million convertible senior notes due 2008 issued
pursuant to Rule 144A under the Securities Act of 1933, as
amended.

"We are pleased with the ratings assigned by Standard & Poor's
with respect to both our outstanding convertible debt and the
Company as a whole," said Robert K. Cole, Chairman and Chief
Executive Officer.  "These ratings reflect the significant
improvement that the Company has made over the last several years
in increasing its capital base, cash flow and liquidity.  We
believe that strategic initiatives recently implemented to
strengthen our balance sheet, diversify our revenues and deliver a
consistent and growing earnings trend will likely contribute to
future upgrades by S&P in our credit ratings.  Investment grade
status is certainly the financial recognition we seek to achieve,"
added Cole.

New Century Financial Corporation (Nasdaq: NCEN) is one of the
nation's largest specialty mortgage companies, providing first and
second mortgage products to borrowers nationwide through its
operating subsidiaries.  New Century is committed to serving the
communities in which it operates with fair and responsible lending
practices.  To find out more about New Century, visit
http://www.ncen.com


NRG ENERGY: Gets Nod to Implement McClain Bidding Procedures
------------------------------------------------------------
Consistent with the Asset Purchase Agreement, the NRG Energy
Debtors sought and obtained the Court's approval to implement
these Bidding Procedures:

A. Initial Qualification

   Any bidder wishing to receive information relating to the sale
   of the Sale Assets will first submit to NRG McClain LLC these
   Qualifying Information:

      (a) certified financial statements for the preceding two
          years;

      (b) other evidence establishing the bidder's ability to
          timely consummate the purchase of the Sale Assets; and

      (c) any additional information reasonably requested by NRG
          McClain or the Agent in connection with NRG McClain's
          evaluation of the bid.

B. Confidentiality

   All bidders who request an information packet relating to the
   Sale Assets will be required to enter into a standard
   confidentiality agreement with NRG McClain.

C. Due Diligence

   NRG McClain will provide the bidder reasonable access to its
   books, records and executives to allow the bidder to conduct
   due diligence prior to the submission of a bid on:

      (a) the execution of a confidentiality agreement;

      (b) the delivery of other Qualifying Information; and

      (c) NRG McClain's determination that the bidder is
          qualified to participate in the bidding process.

   NRG McClain will not provide any non-public information to any
   bidder that it has not delivered or made available to Oklahoma
   Gas and Electric Company.  By participating in the Auction,
   all Qualified Bidders are deemed to acknowledge that they have
   had sufficient and reasonable access to NRG McClain's books,
   records and executives for the purposes of conducting due
   diligence and opportunity to conduct the due diligence.  
   Qualified Bidders must complete their due diligence prior to
   the date of the Auction.

D. Bid Deadline

   All Bids must be submitted, so as to be received by no later
   than 4:00 p.m., prevailing Eastern Time on October 22, 2003
   to:

      -- Kirkland & Ellis LLP,
      -- Andrews & Kurth,
      -- Jones Day,
      -- Milbank, Tweed, Hadley & McCloy LLP,
      -- Bingham McCutchen, and
      -- counsel to any subsequently appointed committees.

E. Qualifying Bids

   A qualifying bid will, at a minimum:
   
      (a) be delivered to NRG McClain and other parties-in-
          interest pursuant to the delivery requirements on or
          before the Bid Submission Deadline;

      (b) contain an executed copy of a modified version of the
          Asset Purchase Agreement;

      (c) provide an Initial Deposit to NRG McClain, which is 5%
          or, in the case of the OG&E, 2.5%, of the bid amount in
          cash or other form of consideration;

      (d) clearly state the portion of the consideration to be
          paid in cash which must be at least equal to the cash
          portion of the purchase price provided for in the Asset
          Purchase Agreement, plus the amount of the Break-Up
          Fee, and the portion to be paid in any other form of
          value;

      (e) provide for the purchase price, taking into account the
          conditions associated with the proposal, greater than
          or equal to $166,450,000.  The sum is comprised of:

             (i) the  Stalking Horse Bid -- $159,950,000;
            (ii) the Break Up Fee -- $5,000,000; and
           (iii) the Initial Overbid Amount -- $1,500,000.

      (f) identify each executory contract or unexpired lease,
          the assumption and assignment of which is a condition
          of closing;

      (g) provide a statement that the bid will be irrevocable
          until 10 days after the Closing Date;

      (h) not contain any contingencies to the validity,
          effectiveness or binding nature of the offer,
          including, without limitation, contingencies for
          financing, due diligence or inspection;

      (i) include evidence of authorization and approval from the
          bidder's Board of Directors with respect to the
          submission, execution and delivery of the bid;

      (j) provide satisfactory evidence of committed financing or
          other ability to perform; and

      (k) give sufficient indicia that its representative who
          will be attending the Auction is duly authorized to
          both bid on behalf of the Qualified Bidder at the
          Auction and enter into and bind the Qualified Bidder to
          the asset purchase agreement.

   Any party asserting a lien on the Sale Assets may credit bid
   the value of the lien; provided, however, that any bid must
   include a Cash Payment of at least $5,000,000 to cover the
   Break-Up Fee.

   If the Agent credit bids the value of the Prepetition Secured
   Lenders' liens, its bid must include a Cash Payment to cover
   the Break-Up Fee only if the purchase price is equal to or
   greater than the purchase price set forth in the Asset
   Purchase Agreement; provided that the Break-Up Fee will not
   be payable in the case of an Alternative Transaction
   resulting from a credit bid made by the Agent after any
   termination of the Asset Purchase Agreement by OG&E.

F. Evaluation of Qualifying Bid

   Prior to the Auction, NRG McClain, in consultation with
   its professionals and the Agent, will evaluate each bid, to
   determine whether the bid is a Qualifying Bid.

G. Initial Deposit

   All Initial Deposits paid to NRG McClain will be held in an
   interest bearing account subject to the jurisdiction of the
   Bankruptcy Court.

H. Auction

   If more than one Qualifying Bid is received by the Bid
   Submission Deadline, NRG McClain will conduct an auction with
   respect to the Sale Assets.  If no Qualifying Bid other than
   OG&E is received by the Bid Submission Deadline, NRG McClain
   will report the same to the Bankruptcy Court at the Sale
   Hearing, where NRG McClain will seek:

      (a) that OG&E's bid be deemed the highest or otherwise best
          offer for the Sale Assets, and

      (b) authority to proceed to close the Sale, in accordance
          with the Asset Purchase Agreement, as promptly as
          possible.

   If required, the Auction will take place on October 27, 2003,
   at 10:00 a.m., prevailing Eastern Time at the offices of
   Kirkland & Ellis.  

   Only OG&E, NRG McClain, the Agent, representatives of the
   Committee, Qualified Bidders and their professionals will be
   entitled to attend and be heard at the Auction.  Only
   Qualified Bidders will be entitled to make any subsequent bids
   at the Auction.  All Qualified Bidders, or their qualified
   representatives, must be physically present at the Auction.

   During the Auction, bidding will begin initially with the
   highest Qualifying Bid and subsequently continue in minimum
   increments of at least $500,000 higher than the previous bid.  
   Subsequent bids submitted by OG&E will be deemed to include a
   credit in an amount equal to the Break-Up Fee.  Bidding at the
   Auction will continue until the highest or otherwise best bid
   is determined.

   At the conclusion of the Auction, NRG McClain, in consultation
   with the Agent, will select the highest or best Qualified Bid.  
   The bidder submitting the Accepted Bid will become the
   "Winning Bidder," and will have rights and responsibilities of
   the purchaser.  Within 24 hours after adjournment of the
   Auction, the Winning Bidder will complete and execute all
   agreements, contracts, instruments or other documents
   evidencing and containing the terms and conditions on which
   the Winning Bid was made.

I. Sale Hearing

   The Accepted Bid will be subject to the approval of the
   Bankruptcy Court at the Sale Hearing.  The Sale Hearing will
   be held on October 28, 2003 at 2:30 p.m., prevailing Eastern
   Time at the New York Bankruptcy Court.

J. Closing

   After the approval of the Accepted Bid at the Sale Hearing,
   the Winning Bidder will close the transaction pursuant to the
   terms set forth in the applicable asset purchase agreement.

K. Return of Initial Deposit

   Within 10 business days after the Closing Date, NRG McClain
   will return the Initial Deposits to each unsuccessful bidder.

L. Failure to Close

   If the Winning Bidder fails to close the Accepted Bid in     
   breach of the terms of the applicable asset purchase
   agreement, the Winning Bidder will forfeit the Initial Deposit
   to, and the Initial Deposit will be retained irrevocably by,
   NRG McClain.  In addition, NRG McClain will also retain the
   right to seek all other appropriate damages from the Winning
   Bidder.  In the event of a Purchase Default, the next highest
   or otherwise best Qualifying Bid will automatically be deemed
   to be the Accepted Bid, and the bidder submitting the bid will
   be deemed to be the Winning Bidder. (NRG Energy Bankruptcy
   News, Issue No. 11; Bankruptcy Creditors' Service, Inc.,
   609/392-0900)


OMNOVA: Weak Oper. Results Prompt Fitch's Ratings Downgrade
-----------------------------------------------------------
Fitch Ratings has downgraded OMNOVA Solutions Inc.'s senior
secured credit facility to 'BB-' from 'BB+' and senior secured
notes to 'B+' from 'BB'. The Rating Outlook remains Negative.

The ratings downgrade reflects Omnova's weak operating results
during the fiscal third quarter, higher than expected leverage and
its exposure to crude oil price volatility. This level of
performance was expected to a certain degree, considering the
cyclical weakness in refurbishment activity for commercial real
estate, specifically for office and hospitality segments and the
higher average crude oil costs (a raw material). Operating margins
improved for the Building Products segment, however Decorative
Products and Performance Chemicals' segment margins declined for
the trailing nine months ending August 31, 2003 compared to the
same period last year. The company's leverage and interest
coverage were worse than expected due to higher debt and lower
operating earnings for the twelve month period ending August 31,
2003. Fitch does not expect any substantial debt repayment in the
next several quarters and without an improvement in operating
earnings, Omnova may need to seek covenant relief under the credit
agreement early next year.

Omnova's ratings are supported by the company's strong market
positions, and liquidity. The company is a leader in areas such as
commercial vinyl wallcovering, vinyl and urethane fabrics, and
styrene-butadiene latex. On a trailing twelve month basis for the
period ended August 31, 2003, Omnova's EBITDA-to-interest incurred
was 2.1 times and its total debt(including the A/R program
balance)-to-EBITDA was 7.2x. The rating on the senior secured
credit facility is one notch higher than the rating on the senior
secured notes in part because of the liquidity of its collateral
and the expected recovery for the lenders in the event of default.

The Negative Rating Outlook continues to reflect the uncertainty
of demand improvement in the near term and the potential for
higher average raw material costs at the end of 2003 and into
2004. Omnova has been negatively affected by price increases in
styrene, butadiene, and polyvinyl chloride; higher average raw
material costs may continue to pressure operating margin. In
addition, the company awaits an improvement in refurbishment
activity, but the pace and strength of improving demand in the
near term remains unclear.

OMNOVA Solutions is a specialty chemical company with nearly $37
million in EBITDA on sales of $681 million in 2002. The company
produces commercial wallcovering, coated fabrics, commercial
roofing membrane systems, adhesives, and paper and paperboard
chemicals. End-use markets for Omnova's products include
construction and home furnishings, textiles, and paper.


OWENS & MINOR: Third-Quarter 2003 Results Reflect Strong Growth
---------------------------------------------------------------
Owens & Minor (NYSE: OMI) reported that sales for the third
quarter ended September 30, 2003, were $1.06 billion, up 7
percent, or $71.1 million, compared to sales of $992.5 million
in the third quarter last year. Earnings per diluted common share
were $0.34, up 17 percent compared to $0.29 for the prior year
quarter. Net income for the third quarter increased 19.5 percent
to $12.8 million.

These results reflect approximately $1.2 million in unprecedented
additional self-insured healthcare costs included in selling,
general and administrative expense (SG&A) for the quarter. For
purposes of comparison, SG&A for the third quarter of 2002
included a $3.0 million charge resulting from the cancellation of
a mainframe computer services contract.

"Our business continues to be strong with growth in top line
revenues and bottom line profits," said G. Gilmer Minor, III,
chairman and chief executive officer of Owens & Minor. "In a
competitive market, with less than one percent inflation in our
healthcare sector, our top line growth is particularly gratifying.
Asset management and cash flow performance also continue to be
shining lights in our overall results. We are relentless in our
pursuit of ways to reduce our customers' costs, using innovative
technology, and eliminating redundancy in the supply chain. Good
progress is being made."

                   Other Third Quarter Results

For the third quarter 2003, operating earnings remained steady at
2.3 percent of net sales, compared to the same period of last
year. Gross margin was 10.5 percent of net sales, compared to
gross margin of 10.6 percent from the prior year quarter. SG&A was
7.8 percent of net sales, down from 7.9 percent in the prior year
quarter. SG&A expenses for the third quarter were adversely
affected by teammate healthcare costs, which were significantly
higher than the company has historically experienced. These higher
costs resulted from an unusually high number of large claims
during the period.

"We continue to show success in growing our sales, with another
solid increase this quarter," said Craig R. Smith, president and
chief operating officer of Owens & Minor.  "Our third quarter
results reflect the acceleration of spending on our new
initiatives. Since we now have new leadership in place for these
initiatives, we expect that our spending on these programs will
continue to build in the fourth quarter. While we are seeing
increased competitive pressure in our marketplace, our supply
chain management services, such as OMSolutions(SM), CostTrack(SM)
and WISDOM(SM) are designed to help our customers and, over time,
strengthen our operating margins. Overall, we had very strong
results this quarter."

Asset management was very strong in the third quarter, with an
improvement in days sales outstanding to 27.5 days. Inventory
turns for the quarter were 9.7, down slightly from 9.9 in last
year's third quarter. Cash flow from operations for the third
quarter was $13.5 million.

During the quarter, Owens & Minor adopted Statement of Financial
Accounting Standards No. 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity.
Accordingly, distributions on mandatorily redeemable preferred
securities are classified as interest expense commencing July 1,
2003. These distributions were previously displayed separately on
the income statement.

                        Year-to-date results

Year-to-date, sales were $3.1 billion, up 7 percent, or $197.3
million, from the prior year. Net income for the nine months ended
September 30, 2003 was $39.3 million compared to $33.0 million, a
19 percent increase. Diluted earnings per share for the first nine
months of 2003 were $1.06, up 19 percent from $0.89 in the same
period in 2002.

Year-to-date, operating earnings were 2.4 percent of net sales,
consistent with the corresponding period in 2002, even as the
company invested in new strategic initiatives. Gross margin for
the first nine months of 2003 was 10.6 percent, consistent with
10.6 percent in the same period last year. SG&A held steady at 7.8
percent, compared to 7.8 percent in the comparable period of 2002.
Cash flow from operations year-to-date was a very strong $128.4
million.

                        Outlook for 2003

The company reaffirms its previous guidance on sales growth, which
is expected to be in the 5 to 7 percent range for the year. The
company also expects that EPS for the year will be an estimated
$1.40, consistent with the company's year-long expectations.
Abnormal healthcare costs in the third and fourth quarters, as
well as the planned expense of building the company's new
strategic initiatives, are expected to bring results in at the low
end of the company's previous EPS guidance for the year.

                        Recent Highlights

During the third quarter, Owens & Minor was ranked number one in
the 2003 InformationWeek 500, a prestigious annual listing of the
most innovative users of information technology in the United
States. Owens & Minor led all companies in the survey for the
second time in three years and was the leader among healthcare
companies for the fourth year in a row. Owens & Minor is only the
fourth company in the survey's history to achieve the number one
ranking more than once. For 15 years, InformationWeek, a
publication of CMP Media LLC, has tracked the IT agendas of the
nation's best-known companies. In all, 27 healthcare and medical
companies were named to the InformationWeek 500, including several
Owens & Minor supply chain partners.

Also during the third quarter, Owens & Minor successfully
converted to equity 99.97% of its outstanding $2.6875 Term
Convertible Securities, Series A (Securities) issued by Owens &
Minor Trust I, a business trust owned by the Company.

The OMSolutions(SM) team has created a new Clinical Management
consulting group, which will target the clinical areas of the
hospital for OMSolutions(SM) services.  Owens & Minor has named
Dee Donatelli, as OMSolutions(SM) vice president, clinical
consulting. She is a recognized leader in healthcare, and has more
than 20 years of experience as a nurse, materials manager and
healthcare consultant. During the third quarter, the
OMSolutions(SM) team signed several new consulting and outsourcing
agreements with hospitals across the country, including a
comprehensive, three-year supply chain services consulting project
with Baylor University Medical Center.

                        Investor Day

Owens & Minor will host its annual Investor Day for institutional
investors and financial analysts in Richmond, Virginia at its Home
Office. The event begins the evening of November 20, 2003, and
continues through the day on November 21, 2003. The company
intends to webcast a portion of the Investor Day events. Contact
Trudi Allcott, Manager, Investor Communications, at 804-935-4291
or truitt.allcott@owens-minor.com to register for the event.

Owens & Minor, Inc. (S&P/BB+/Stable), a Fortune 500 company
headquartered in Richmond, Virginia, is the nation's leading
distributor of national name brand medical/surgical supplies. The
company's distribution centers throughout the United States serve
hospitals, integrated healthcare systems and group purchasing
organizations. In addition to its diverse product offering, Owens
& Minor helps customers control healthcare costs and improve
inventory management through innovative services in supply chain
management and logistics. The company has also established itself
as a leader in the development and use of technology. For more
information about Owens & Minor, and virtual warehouse tours,
visit the company's Web site at http://www.owens-minor.com


OWENS-ILLINOIS: Holding 3rd Quarter Conference Call on Wednesday
----------------------------------------------------------------
Owens-Illinois, Inc., (NYSE: OI) expects to issue a news release
announcing third quarter financial results after 5 p.m. (Eastern
Time) on Tuesday, Oct. 21.  The company will hold a conference
call on Wednesday, Oct. 22, at 8:30 a.m. (Eastern Time) to discuss
these financial results.

A live webcast and a replay of the conference call will be
available on the Internet at the Owens-Illinois Web site --
http://www.o-i.com

The conference call also may be accessed by dialing 888-733-1701
(U.S. and Canada) or 706-634-4943 (International) by 8:20 a.m.
(Eastern Time) on October 22. Ask for the Owens-Illinois
conference call.

A replay of the call will be available from approximately 11:30
a.m. (Eastern Time) on October 22 through October 31. In addition
to the Owens-Illinois Web site, the replay also may be accessed by
dialing 800-642-1687 (U.S. and Canada) or 706-645-9291
(International).  The conference ID number to access the replay is
9410718.

Owens-Illinois (Fitch, BB- Bank Debt and Senior Unsecured Note
Ratings, Stable) is the largest manufacturer of glass containers
in North America, South America, Australia and New Zealand, and
one of the largest in Europe.  O-I also is a worldwide
manufacturer of plastics packaging with operations in North
America, South America, Europe, Australia and New Zealand.
Plastics packaging products manufactured by O-I include consumer
products (blow molded containers, injection molded closures and
dispensing systems) and prescription containers.


PETROLEUM GEO-SERVICES: Jr. Subordinated Creditors Approve Plan
---------------------------------------------------------------
Petroleum Geo-Services ASA (debtor in possession) (OSE:PGS)
(OTC:PGOGY) announced that, according to a preliminary tabulation
of the voting results in respect of the Company's First Amended
Plan of Reorganization, which was filed with the U.S. Bankruptcy
Court for the Southern District of New York on September 10, 2003,
the requisite number and dollar amount of its junior subordinated
debentures voted to accept the Plan.

At the Confirmation Hearing for the Plan, scheduled for
October 21, 2003, the Company will present to the Bankruptcy Court
a final certification of the voting results as part of the Plan
confirmation process. Following confirmation, the Company expects
to consummate the Plan and emerge from Chapter 11 in November.

Petroleum Geo-Services is a technologically focused oilfield
service company principally involved in geophysical and floating
production services. PGS provides a broad range of seismic- and
reservoir services, including acquisition, processing,
interpretation, and field evaluation. PGS owns and operates four
floating production, storage and offloading units. PGS operates on
a worldwide basis with headquarters in Oslo, Norway. For more
information on Petroleum Geo-Services visit http://www.pgs.com  


PETROLEUM GEO-SERVICES: Senior Creditors Approve Workout Plan
-------------------------------------------------------------
Petroleum Geo-Services ASA (debtor in possession) (OSE:PGS) (Other
OTC:PGOGY) announced that, according to a preliminary tabulation
of the voting results in respect of the Company's First Amended
Plan of Reorganization, which was filed with the U.S. Bankruptcy
Court for the Southern District of New York on September 10, 2003,
the requisite number and dollar amount of its banks and
bondholders voted to accept the Plan. Tabulation of voting results
with respect to the Company's junior subordinated debentures will
be completed later today.

At the Confirmation Hearing for the Plan, scheduled for
October 21, 2003, the Company will present to the Bankruptcy Court
a final certification of the voting results as part of the Plan
confirmation process. Following confirmation, the Company expects
to consummate the Plan and emerge from Chapter 11 in November.

Petroleum Geo-Services is a technologically focused oilfield
service company principally involved in geophysical and floating
production services. PGS provides a broad range of seismic- and
reservoir services, including acquisition, processing,
interpretation, and field evaluation. PGS owns and operates four
floating production, storage and offloading units. PGS operates on
a worldwide basis with headquarters in Oslo, Norway. For more
information on Petroleum Geo-Services visit http://www.pgs.com  


PHIBRO ANIMAL: S&P Upgrades Junk Corporate Credit Rating to B-
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Phibro Animal Health Corp. (formerly Philipp Brothers
Chemicals Inc.) to 'B-' from 'CCC+'. The ratings were also removed
from CreditWatch, where they had been placed on Sept. 26, 2003.
The CreditWatch listing followed the company's announcement that
it would issue $105 million in senior secured notes. The proceeds
of the issue will be used to repay looming maturities, including
existing bank debt, an obligation to Pfizer Inc., and existing
senior subordinated notes.

The outlook on privately held Fort Lee, New Jersey-based Phibro is
stable.

Standard & Poor's has also assigned its 'B-' senior secured debt
rating to Phibro's $85 million senior secured notes due 2007 and
to the $20 million in senior secured notes (also due in 2007) of
Phibro's wholly-owned Dutch subsidiary, Philipp Brothers
Netherlands III BV.

"The rating actions reflect the diminished financial pressure on
Phibro following the debt refinancing," said Standard & Poor's
credit analyst Arthur Wong. "However, Phibro's low, speculative-
grade ratings continue to indicate the company's high level of
debt leverage and the intense competition in the animal health and
nutritional feed additives market."

Phibro's primary business is manufacturing and marketing a diverse
line of animal health and nutrition products such as medicated and
nutritional feed additives. The company sells its products to
international poultry, swine, and cattle markets and is the third-
largest player in the animal health business. Rising worldwide
demand for meat and greater calls for food safety bode well for
the animal health industry. No one customer accounts for more than
4% of the company's total revenues.

However, the animal health market is largely dominated by
commodity-like products, and the pace of innovation is very slow.
Only two new medicated feed additives have launched in the last
decade. Standard & Poor's expects the industry to grow by less
than 2% annually in the intermediate period. In addition, Phibro
competes against both larger rivals with greater financial
resources and lower cost generic manufacturers.


POLAROID CORP: Committee Sues Judith Boynton to Recoup $1.2 Mil.
----------------------------------------------------------------
On the Polaroid Debtors' behalf, the Official Committee of
Unsecured Creditors seeks to avoid and recover $1,197,622 in
preferential transfers made to Judith Boynton within one year
before the Petition Date.

The Preferential Transfers include:

   Date                  Type of Transfer           Amount
   ----                  ----------------           ------
   February 15, 2001     Deferred Compensation     $48,937
   February 15, 2001     Excess Pension            638,031
   March 15, 2001        Stock Award               510,400
   August 16, 2001       Deferred Compensation         254

The Preferential Transfers were made for or on account of
antecedent debts the Debtors owed to Ms. Boynton before the
Preferential Transfers were made.  According to Maribeth L.
Minella, Esq., at Young Conaway Stargatt & Taylor, in Wilmington,
Delaware, the Debtors were already insolvent at the time the
Preferential Transfers were made.  Because of the Preferential
Transfers, Ms. Boynton received more than what she would have
received as a creditor had the Debtors' bankruptcy cases been
under Chapter 7 of the Bankruptcy Code, the Preferential Transfers
had not been made, or if Ms. Boynton were to recover her claims in
accordance with Bankruptcy Code provisions.

Ms. Boynton was an Executive Vice President of Polaroid
Corporation and an "insider" within the meaning given under
Section 101(31) of the Bankruptcy Code and as used in Section
547(b).

The Committee also believes that the Debtors made fraudulent
transfers to Ms. Boynton within one year before the Petition
Date.  The Committee wants to recover these Fraudulent Transfers.

Ms. Minella argues that the Fraudulent Transfers constitute
transfers of an interest of some of the Debtors' property.  The
Debtors received from Ms. Boynton less than reasonably equivalent
value in exchange for the Fraudulent Transfers.

Unless and until Ms. Boynton returns the Preferential Transfers
and the Fraudulent Transfers, the Committee insists that all
claims Ms. Boynton filed against the Debtors' estates must be
disallowed in full. (Polaroid Bankruptcy News, Issue No. 47;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


QUINTEK TECHNOLOGIES: Reports Progress on Debt Restructuring
------------------------------------------------------------
Quintek Technologies, Inc. (OTCBB:QTEK) has filed its 10K-SB
annual report online.

Management is pleased to report progress on restructuring and
retiring the debt of the Company. During the eight months prior to
September 30, 2003, management focused on reducing the outstanding
debt and liabilities in default.

On January 30, 2003 Quintek's employees and prior management team
signed agreements to convert $252,213 of monies owed into
1,008,854 shares of Series A Preferred Stock at a rate of ($0.25)
twenty five cents per share. During the six month period ended
June 31, 2003, the Company received commitments to convert
$198,268 of debt into 724,077 shares of Series A Preferred stock
and 648,256 shares of Series B Preferred stock at a rate of
($0.25) twenty five cents per share. Through September 30, 2003 we
received agreements to convert $20,148 in outstanding past due
payables into Series C Preferred stock at ($1.00) one dollar per
share. These conversions will become effective at a later date
based on other terms and conditions Through September 30, 2003 we
received agreements to convert $74,452 in outstanding past due
payables into $60,183 of three year promissory notes bearing an
annual interest rate of 8%.

Andrew Haag, CFO of Quintek stated, "The converted debt amount of
just over $500,000, represents a significant portion of our
current liabilities and signifies a strong vote of confidence from
investors, creditors and vendors. The agreements that have been
put in place should allow Quintek to operate in an environment
that is more conducive to growth." Haag added, "Our ability to
receive more favorable terms for debt and equity and reduce the
amount of monies in default should allow us to focus on the next
phase of restructuring and turning around Quintek. The next phase
will consist of aggressively building and growing Quintek's core
business while advancing key business development opportunities."
Haag commented further, "Management will continue to work to
create a healthier economic environment within the Company,
thereby opening the doors for new opportunities to grow and expand
Quintek Technologies."

Quintek is the only manufacturer of a chemical-free desktop
microfilm solution. The company currently sells hardware, software
and services for printing large format drawings such as blueprints
and CAD files (Computer Aided Design), directly to microfilm.
Quintek does business in the content and document management
services market, forecast by IDC Research to grow to $2.4 billion
by 2006 at a combined annual growth rate of 44%. Quintek targets
the aerospace, defense and AEC (Architecture, Engineering and
Construction) industries. Quintek's printers are patented, modern,
chemical-free, desktop-sized units with an average sale price of
over $65,000. Competitive products for direct output of computer
files to microfilm are more expensive, large, specialized devices
that require constant replenishment and disposal of hazardous
chemicals.


REDBACK NETWORKS: Sept. 30 Balance Sheet Upside-Down by $79 Mil.
----------------------------------------------------------------
Redback Networks Inc. (Nasdaq:RBAK), a leading provider of
advanced telecommunications networking equipment, announced its
third quarter results for the period ended September 30, 2003.

Net revenue for the third quarter of 2003 was $27.4 million,
compared with $22.2 million for the second quarter of 2003 and
$17.4 million for the third quarter of 2002. The results for the
third quarter 2003 represent a 23 percent increase over the second
quarter of this year.

GAAP net loss for the third quarter of 2003 was $18.1 million or
$0.10 per share compared to a GAAP net loss of $52.9 million or
$0.30 per share in the third quarter of 2002. Non-GAAP net loss
for the third quarter of 2003 was $21.4 million or $0.12 per share
compared to a non-GAAP net loss of $34.8 million or $0.20 per
share in the third quarter of 2002. Non-GAAP results exclude
amortization of intangible assets, restructuring charges, stock-
based compensation, write-off of certain investments, certain
impairment and inventory charges, the reversal of an accrual for
cancellation of an engineering services contract, the sale of
previously reserved inventory and partial recovery of previously
written down investments. See the attached table for a
reconciliation of our non-GAAP results to GAAP results.

At September 30, 2003, Redback's balance sheet shows a total
shareholders' equity deficit of about $79 million.

As previously announced, Redback has commenced an offer to
exchange shares of its common stock for all of its outstanding 5%
Convertible Subordinated Notes due 2007 in connection with
Redback's proposed out-of-court financial restructuring. The
exchange offer will expire at 12:00 midnight, New York City time,
on October 30, 2003, unless extended. The terms and conditions of
the exchange offer and other important information are contained
in Redback's Prospectus/Disclosure Statement dated October 10,
2003. Separately, Redback has mailed a Proxy/Prospectus/Disclosure
Statement dated October 10, 2003 to its stockholders in connection
with a special meeting of stockholders to be held on October 30,
2003 to approve certain matters related to the proposed financial
restructuring. Stockholders and noteholders may obtain additional
copies of these disclosure documents by contacting The Altman
Group, the information agent for the financial restructuring, at
800-467-0671, or at the Securities and Exchange Commission's Web
site, http://www.sec.gov Noteholders may request additional  
copies of the Letter of Transmittal for the exchange offer by
contacting The Altman Group.

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

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


RELIANT RESOURCES: Closes Desert Basin Plant Sale to Salt River
---------------------------------------------------------------
Reliant Resources, Inc. (NYSE: RRI), has completed the sale of its
588-megawatt Desert Basin plant, located in Casa Grande, AZ, to
Salt River Project Agricultural Improvement and Power District, of
Phoenix, for $288.5 million.  

SRP had been purchasing all of the power from Desert Basin under a
10-year, power-purchase agreement since the plant went into
operation in 2001.  The transaction, which was announced July 9,
was subject to specified approvals and consents, all of which have
been obtained.

Reliant Resources, Inc. based in Houston, Texas, provides
electricity and energy services to retail and wholesale customers
in the U.S. and Europe, marketing those services under the Reliant
Energy brand name.  The company provides a complete suite of
energy products and services to approximately 1.7 million
electricity customers in Texas ranging from residences and small
businesses to large commercial, industrial and institutional
customers.  Its wholesale business includes approximately 22,000
megawatts of power generation capacity in operation, under
construction or under contract in the U.S.  The company also has
nearly 3,500 megawatts of power generation in operation in Western
Europe.  For more information, visit
http://www.reliantresources.com

As reported in Troubled Company Reporter's October 7, 2003
edition, Fitch anticipated no change in Reliant Resources, Inc.'s
credit ratings or Rating Outlook based on the announcement that
RRI had reached a settlement agreement with the Federal Energy
Regulatory Commission with respect to certain western energy
market investigations.

RRI's ratings are as follows:

   - senior secured debt 'B+';
   - senior unsecured debt 'B';
   - convertible senior subordinated notes 'B-'


RIDGECREST VILLAGE: Weak Operating Results Spur Bond Rating Cut
---------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its rating to 'BB+'
from 'BBB-' on bonds issued for Ridgecrest Village, Iowa by Scott
County and the city of Davenport, reflecting weak operating
results, lower-than expected liquidity, and thin debt service
coverage. The outlook is stable.

Factors that support the rating include liquidity that remains
adequate on a days' cash basis, a budget for 2004 that projects
improved operations, and rebounding occupancies.

Ridgecrest Village reported a negative 14.1% operating margin and
negative 8.7% excess margin in the year ended June 30, 2003. The
weak operations are attributable to some increased expenses,
including additional malpractice insurance and agency nursing
costs. In addition, occupancy is lower than expected due to the
delay in completion of Ridgecrest's new assisted living facility
and a slower-than-anticipated fill-up of that facility, Finally,
depreciation and interest expenses rose in 2003 due to the
completion of the projects funded by the 2000 bond proceeds,
including the assisted living facility.

Liquidity has dropped in the past few years due to weak operations
and construction cost overruns on the projects financed with the
$14 million 2000 bond issue. Unrestricted cash and investments,
$6.7 million at June 30, 2003, are down by about $1 million since
2001 and equal to 264 days' cash, versus 373 days' cash in 2001.
Cash to debt is weak at 26%. Although the $1 million drop in
liquidity is not a huge decline, management projected at the time
of the 2000 bond issue that liquidity would be $14.3 million in
2004, a level that will clearly not be reached. The lower
liquidity and weak investment market returns have hampered the
ability to generate investment income, which totaled just $320,000
in fiscal 2003.

Management is approaching the weak financial situation with a
multipronged effort--increasing fees by 4%-8% in 2004, reducing
expenses, and implementing new marketing plans to fill vacant
units. The 2004 budget projects a small $147,000 bottom line.

"With rate increases in place and efforts to improve occupancy,
2004's results should improve from 2003's level with at least a
break-even bottom line," said Standard & Poor's credit analyst Liz
Sweeney. "Long term, Ridgecrest will need to bring occupancies up
to above 90% at all levels of service in order to restore
financial equilibrium," she added.

The downgrade affects $26 million in long-term debt.


SAMSONITE CORP: Appoints Six New Members to Board of Directors
--------------------------------------------------------------
Samsonite Corporation (OTC Bulletin Board: SAMC) announced the
appointment of six new members of the Company's board of
directors.  

The new directors consist of Donald Triggs, Richard T. Warner,
Reed N. Wilcox and Charles Philippin, who are appointed as
independent directors on the Company's board; Lee Sienna, who is
a designee of Teachers' Merchant Bank, the private equity arm of
Ontario Teachers' Pension Plan; and Ferdinando Grimaldi Quartieri,
a designee of Bain Capital (Europe) LLC.  Effective October 13,
2003, these new board members join the Company's existing board of
directors consisting of Michael Lynton and Johan Tack, who are
independent directors, and Antony Ressler, a designee of Ares
Corporate Opportunity Fund, L.P.

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


SEL-LEB MARKETING: Loan Agreements with Merrill Lynch Terminated
----------------------------------------------------------------
Sel-Leb Marketing, Inc. announced that its loan agreements with
its primary lender, Merrill Lynch Business Financial Services
Inc., have terminated.

As previously announced, the Company has been in default under its
Merrill Lynch loans. Merrill Lynch is entitled to exercise all
remedies available to it as a secured lender.

The Company is in discussions with Merrill Lynch for an extension
of its loan agreements. There can be no assurance that Merrill
Lynch would extend the maturity of its loans to the Company, and
there can be no assurance Merrill Lynch will not pursue actions as
a result of the Company's default.

Any inability to extend the Merrill Lynch loans or obtain adequate
alternative financing would have a material adverse effect on the
Company, including possibly requiring the Company to significantly
curtail or cease its operations.

Sel-Leb is a company primarily engaged in the distribution and
marketing of consumer products through mass merchandisers,
discount chain stores and food, drug and electronic retailers. The
Company's business also includes marketing and selling products to
be promoted by celebrity spokespersons and sold to mass
merchandise retailers.


SIEBEL SYSTEMS: Third-Quarter 2003 Net Loss Reaches $59 Million
---------------------------------------------------------------
Siebel Systems, Inc. (Nasdaq:SEBL), a leading provider of business
applications software, announced financial results for the quarter
ended September 30, 2003, within the range of management guidance
presented July 22, 2003, and consistent with preliminary financial
results presented October 2, 2003.

Revenues for the third quarter of 2003 were $321.4 million.
Revenues from license fees for the third quarter of 2003 were
$110.0 million. Revenues from maintenance, consulting, and other
services were $211.4 million.

The company's cash, cash equivalents, and short-term investments
were $2.027 billion as of September 30, 2003, the net result of
approximately $32 million in cash during the quarter offset by a
reduction of $307 million from the redemption of convertible debt.
The redemption of convertible debt eliminated substantially all of
the company's debt as of September 30, 2003. Days sales
outstanding in accounts receivable decreased to 53 days in the
third quarter of 2003 versus 58 days in the second quarter of
2003.

Net loss for the third quarter of 2003, including restructuring
and other charges, was $59.3 million, or $0.12 per share. These
charges relate to the company's previously announced restructuring
and debt redemption. Net income for the third quarter of 2003,
excluding restructuring and other charges, was $16.1 million, or
$0.03 per share. Restructuring and other charges for the third
quarter of 2003 included:

-- Restructuring and related charges of $107.2 million

-- Debt retirement and associated costs of $10.7 million incurred
   in connection with the redemption of the company's $300 million
   convertible subordinated debentures

-- A tax benefit associated with both of these charges of $42.5
   million

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

Siebel Systems to Acquire UpShot Corporation: Siebel Systems
announced that it has signed a definitive agreement to acquire
UpShot Corporation, a pioneer in delivering hosted CRM service
over the Internet, in a cash transaction valued at up to $70
million. Under the terms of the deal, $50 million will be paid in
cash upon closing, with provisions for an additional $20 million
to be paid in earn-outs during 2003 and 2004. The board of
directors of each company has approved the acquisition, which is
subject to customary closing conditions. The acquisition is
expected to accelerate Siebel Systems' penetration of the hosted
CRM market and significantly expand customer choice in this market
segment.

Siebel Systems Acquires Assets of Motiva, Inc.: Siebel Systems
also announced the acquisition of assets of Motiva, Inc., a
provider of enterprise incentive management (EIM) software. Siebel
Systems is targeting availability for the enhanced integrated
offering in the fourth quarter of 2003. The incorporation of
Motiva's services-processing architecture will enable users of
Siebel Incentive Compensation to handle a much broader variety of
compensation plans with greater flexibility and increased
performance. Gartner Group estimated the EIM market to be one of
the few technology sectors to grow in 2002, and a recent Giga
Information Group study predicted that the sector will continue to
grow at a compound annual growth rate of 40 percent through 2005.
The acquisition is expected to accelerate Siebel Systems'
penetration of the EIM market and significantly expand customer
choice in this market segment.

    Siebel Systems Product, Technology, and Industry Leadership

Siebel Systems Expands New Product Strategy -- CRM for Everyone:
Siebel Systems launched its "CRM for Everyone" product strategy,
which provides customers the reach and depth needed to make CRM
pervasive throughout their organizations and partner ecosystems at
the lowest total cost of ownership. CRM for Everyone also
encompasses new products, including Siebel CRM OnDemand, the
industry's first and only CRM offering built to combine hosted
delivery and fee models in any combination; Siebel 7.7, the
company's next release of its enterprise CRM suite; Siebel
Analytics 7.7, a new and enhanced suite of customer analytics
applications and platform; and new deployment options for
Universal Application Network, which now supports both the .NET
and J2EE platforms, as well as newly emerging Web Services
standards for business process integration.

Siebel Systems and IBM Launch Siebel CRM OnDemand: Central to the
CRM for Everyone product strategy, Siebel CRM OnDemand is the
industry's first and only hosted CRM solution that offers both
seamless integration and automated migration to an on premise
Siebel CRM application. Siebel Systems, together with IBM Corp.,
announced that the two companies will jointly develop, market,
sell, deliver, and service Siebel CRM OnDemand. Designed for the
on demand era, Siebel CRM OnDemand is as easy to use and configure
as a Web site. It is a high-availability Internet utility that
enables customers to start with a small CRM project, with
practically zero start-up time, deploy rapidly, and grow the
system as needs change over time. Individuals and companies can
sign up for Siebel CRM OnDemand for a monthly subscription price
of $70 per user at http://www.crmondemand.com  

Industry Analysts Agree: "(Siebel) introduced a very credible
hosted CRM offering with bells and whistles not seen in this space
before," said Denis Pombriant of Aberdeen Group. And according to
an October 2, 2003, AMR Research Alert, "Based on the shared data
model, Siebel CRM OnDemand should be put at the top of the list by
companies that already have Siebel and are pursuing a hosted
solution to augment it."

Siebel Systems Introduces New Customer Analytic Applications:
Siebel Systems announced a number of new and expanded analytics
products, including Siebel Analytics 7.7, a suite of enhanced
customer analytic applications that includes new, guided analytics
and business process integration, expanded vertical solutions,
mobile functionality, and numerous analytic platform enhancements;
Siebel Enterprise Analytic Platform 7.7, which provides customers
new levels of business intelligence and insight across the
enterprise; and an analytics partnership with IBM, which expands
both companies' global strategic alliance to include a dedicated
IBM Business Consulting Services team focused on Siebel Analytics
Applications and the broader enterprise business intelligence
marketplace.

Siebel Systems Builds Significant Partner Momentum for Universal
Application Network: Siebel Systems announced extended
relationships with industry-leading integration server vendors to
further expand their commitment to building the Universal
Application Network ecosystem. The new expansion includes
partnering with BEA Systems to deliver Siebel Business Integration
Applications for the telecommunications, media, and energy
industries on BEA WebLogic Integration 8.1, as well as additional
industry-specific business integration applications for the
financial services industry and other cross-industry applications.
IBM and Siebel Systems also announced their expanded commitment to
UAN with the product release of Siebel Business Integration
Applications for the IBM WebSphere Business Integration platform.
Finally, Siebel Systems and Microsoft are delivering support for
UAN with Microsoft BizTalk Server, providing integration support
for the .NET platform. By partnering with these integration server
vendors, Siebel is delivering comprehensive, customer-driven
business process integration solutions that aid customers in
enabling the rapid and cost-effective deployment of cross-
application, industry-specific business processes.

                         Quarterly Highlights

The following highlights were announced or occurred since Siebel
Systems' last earnings statement:

Siebel Systems Secures New Customers: The company concluded new
software licensing agreements with more than 126 new customers in
the third quarter, including Allianz First Life Insurance Company;
Bridgestone Europe NV; Burberry Spain, S.A.; Burlington Northern
Santa Fe Corp.; CarsDirect.com Inc.; Dun & Bradstreet; Energaia,
Agencia Municipal de Energia de Gaia; ENI SpA; e-Systems
Corporation; Hershey Foods Corporation; Hewlett-Packard Colombia
Ltda; Kraft Foods International Ltd.; Locus Telecommunication Inc.
Ltd; LSI Logic Corporation; Pfizer Italia, SRL; Ritchie Bros.
Auctioneers (Canada) Ltd.; Royal Caribbean Cruise Lines; Sabre,
Inc.; Systems Research & Applications Corp.; Thomson Broadcast and
Media Solutions Inc.; and US Patent and Trademark Office.

Siebel Systems Secures Repeat Orders: In the third quarter, the
company concluded additional software licensing agreements with
more than 191 existing customers, including Abbey National PLC;
Agilent Technologies Inc.; Aspective Ltd.; Bally Gaming, Inc.;
Bouygues Telecom; BT; Computer Network Technology Corp.; EDF
Energy Plc; Honeywell ACS Industrial Solutions; La Poste; Lockheed
Martin Corporation; Loews Cineplex Corporation; Minnesota Mining
and Manufacturing, Inc.; National Archives and Records
Administration; Nokia Corp.; Safelight Glass Corporation; Siemens
AG; Taldor Computer Systems; Teva Neuroscience, Inc.; The Capital
Group Companies, Inc.; Trema (Europe) AB; T-Systems International
GmbH; and XM Satellite Radio, Inc.

                         Customer Engagements

The company concluded new engagements with more than 126 new
customers and expanded engagements at more than 191 existing
customers, including the following:

Centers for Medicare and Medicaid Services, the largest health
insurance provider in the United States, is extending its
deployment of Siebel Healthcare across its 70 locations nationwide
as part of its ongoing efforts to maximize its customer service
and satisfaction. CMS is looking to its Siebel system to further
improve its level of customer satisfaction as it works to unify
the 76 call centers managed by nearly 40 different contractors and
modernize its customer service systems. As part of its customer
care solution, CMS also will deploy Siebel Reports Server, Siebel
SmartScript, Siebel Advanced Search, Siebel Connector 7 for First
Logic Libraries, Siebel Tools, Siebel FINS Analytics, Siebel
Service Analytics, and Siebel Answers. CMS already has recognized
early benefits from its Siebel deployment, including reduced
training time, increased call agent productivity, and a reduction
in "after-call" work time.

DHL, a subsidiary of Deutsche Post World Net, and the world leader
in global express and logistics services, has selected Siebel CRM
applications for a global sales force automation solution serving
more than 12,000 sales professionals across its international
operations. DHL will use Siebel Sales to improve sales
productivity and effectiveness by implementing sales best
practices; reduce IT complexity and costs; and leverage a unified,
real-time view of all customer interactions to expand revenue
opportunities, improve the customer experience, and acquire and
retain new customers. The comprehensive solution will advance
Deutsche Post World Net's enterprise-wide value enhancement
program (STAR) and will play an integral role in its 3-D
initiative to become the world's premiere logistics provider by
integrating its group companies -- DHL, Danzas, and Deutsche Post
Euro Express -- into the "new DHL."

KeyCorp, one of the nation's largest bank-based financial services
companies with assets of approximately $85 billion, has chosen
Siebel Finance to provide technology that will support its ongoing
initiatives to deepen client relationships and generate revenues.
KeyCorp chose the Siebel solution to help integrate business
processes, make better use of customer data analytics, and provide
seamless information to its sales and service teams. KeyCorp has
been a customer of Siebel Systems for two years.

Reuters, the global information company, has purchased an
additional 300 user licenses of Siebel Communications and Media
and upgraded 1,500 more to enable streamlined order management and
business administration. Reuters has an existing worldwide Siebel
capability of more than 4,000 user licenses that supports sales,
service, help desk, and client training. As part of a company-wide
initiative, Reuters will build on these capabilities using Siebel
Order Management and Universal Application Network to deliver its
vision of automating the customer interaction from prospect to
selling, ordering, fulfillment, and support -- all within Siebel
CRM applications -- with increased customer service levels.
Reuters will leverage Siebel's industry-specific solution, Siebel
Communications and Media, to establish a strategic integration
platform based on Universal Application Network that will
initially integrate billing and order fulfillment.

South African Revenue Services, the tax, customs, and revenue
collection arm of the government of South Africa, has selected
Universal Application Network to integrate all taxpayer systems
and thus provide personnel with a single, comprehensive view of
the taxpayer. The Siebel solution will build on South African
Revenue Services' existing Siebel Call Center implementation and
will integrate citizen-facing service applications with systems
managing account balances, payment and receipts history, and
imports/exports. The availability of comprehensive, real-time
taxpayer information will enable South African Revenue Services to
improve citizen service, operate more efficiently, and immediately
perform debt equalization to increase revenue collection.

Siebel Systems Receives Industry Accolades: CRM Magazine inducted
Thomas M. Siebel into its CRM Hall of Fame and honored Siebel
Systems with its Enterprise CRM Suite Award. The leading CRM
business and technology journal inducted Mr. Siebel into its
inaugural CRM Hall of Fame in ceremonies held in August 2003 at
the DCI CRM Conference and Exposition in New York City. The award
cited Mr. Siebel's achievements as Siebel Systems' founder,
Chairman, and CEO and recognized his pioneering vision, strong
leadership, and enduring commitment to innovation. In conjunction
with the Hall of Fame ceremonies, CRM Magazine also named Siebel
Systems the winner of its Enterprise CRM Suite Award, which ranked
the CRM suites of leading vendors based on revenue, revenue
growth, market share, customer wins, and reputation for customer
service. The recognition reflects Siebel Systems' unique position
as the CRM application vendor offering customers the deepest
domain expertise, the lowest total cost of ownership, and the
broadest reach of application functionality.

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


SIEBEL SYSTEMS: Inks Definitive Pact to Acquire UpShot Corp.
------------------------------------------------------------
Siebel Systems, Inc. (Nasdaq:SEBL), the leading provider of
customer relationship management solutions, has signed a
definitive agreement to acquire UpShot Corporation, a pioneer in
delivering hosted CRM service over the Internet, in a cash
transaction valued at up to $70 million.

Under the terms of the deal, $50 million will be paid in cash upon
closing, with potentially an additional $20 million to be paid in
earn-outs during 2003 and 2004. The board of directors of each
company has approved the acquisition, which is subject to
customary closing conditions.

The acquisition is expected to accelerate Siebel Systems'
penetration of the hosted CRM market and significantly expand
customer choice in this market segment. Earlier this month, Siebel
Systems and IBM jointly announced Siebel CRM OnDemand, a hosted
offering specifically designed to meet the growing market demand
for fast, easy, and affordable CRM. Siebel Systems will offer
UpShot's widely adopted solutions as well as its own Siebel CRM
OnDemand solution, with a roadmap to converge the products.

Estimated to exceed $2.7 billion by 2006, the hosted CRM market is
one of the fastest-growing segments of the overall CRM market.
With its acquisition of UpShot, Siebel Systems will immediately
establish a meaningful presence in the hosted CRM market.

"We are doubling down on CRM," said Siebel Systems chairman and
CEO Thomas M. Siebel. "The UpShot acquisition advances our
strategy of CRM for Everyone--our commitment to provide CRM
solutions for every segment of the market, every type of
organization, and every type of user. The employees of UpShot
bring us years of experience that will enable us to rapidly take a
leadership position in the hosted CRM market."

Privately held UpShot was the first company to offer a hosted CRM
solution, followed by a series of innovations for the hosted CRM
market -- including the first solutions for wireless, offline, and
advanced Microsoft Outlook integration. Today, UpShot has over
1,000 customers -- including Fortune 500 companies such as General
Motors Acceptance Corporation and Xerox Corporation.

"It became clear to us that a new, hybrid CRM paradigm is
emerging, combining hosted and on premise CRM deployment models,"
said UpShot president and CEO Robert Reid. "It's also clear that
Siebel Systems is leading the market in delivering these hybrid
solutions that customers are demanding. Joining our forces with
the CRM, support, and distribution capabilities of Siebel is a
huge win for our customers -- who will benefit from Siebel's
strength, viability, and resources -- as well as for our
employees. This combination vaults us into leadership in the
hosted CRM marketplace."

Siebel Systems will provide pre-built integration for both Siebel
CRM OnDemand and UpShot's CRM solutions to Siebel on premise
enterprise applications. This will give customers the choice of
running their CRM system in a hosted environment, on premise, or
in any combination. Over time, Siebel plans to combine Siebel CRM
OnDemand and UpShot's products into a common offering, leveraging
Siebel's CRM product architecture and UpShot's best practices for
hosted CRM. Siebel will support both offerings and enable seamless
transition from UpShot to Siebel CRM OnDemand, thus providing
investment protection for existing UpShot customers. Customers who
elect to continue using the existing UpShot product will receive
support indefinitely.

"Since inventing online CRM in 1999, we at UpShot have pursued a
vision -- delivering the easiest-to-use, fastest-to-deploy
solution for increasing a company's revenues -- on a massive
scale," said UpShot founder and chairman Keith Raffel. "We believe
nothing could bring our dream closer to reality than this merger
with Siebel Systems."

UpShot CEO Robert Reid, founder and chairman Keith Raffel, and
other company executives will lead the merger of the UpShot
workforce with Siebel's CRM OnDemand division. Siebel Systems has
a long and consistent track record of entering new and growing CRM
market segments, followed by selective acquisitions that have
accelerated or extended its leadership in those segments. For
example, following its initial entry into the call center market
in 1996, Siebel acquired Scopus Technologies in 1998, thereby
merging Siebel's leadership in sales force automation with
Scopus's call center leadership. The combination effectively
created the CRM industry, of which Siebel Systems became the
immediate and continued market leader.

Siebel Systems has used strategic acquisitions to extend its
leadership in other categories as well, including marketing
automation, with the acquisition of Paragren Technologies (2000);
product configuration, with the acquisition of OnLink Technologies
(2000); and customer analytics, with the acquisition of nQuire
Software (2001). In each instance, Siebel successfully merged the
acquired company into its business and is a market leader.

Siebel Systems' acquisition of UpShot is currently expected to
close by early November.

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

Founded in 1996, UpShot Corporation is backed by ABN AMRO Private
Equity, Advanced Technology Ventures, Alloy Ventures, New England
Partners, and ORIX Venture Finance. Individual investors include
Bob Finocchio, former president of 3Com Corporation; and Tom
Proulx, co-founder of Intuit. Headquartered in Mountain View,
California, UpShot has more than 100 employees in nine regional
locations in the U.S. and more than 1,000 customers. Its products
include UpShot for small and midsize businesses, and UpShot XE(TM)
for larger organizations. UpShot's innovative service offering and
market success has earned the company prestigious industry awards,
including Technology Partners Investors' Choice, Microsoft
Industry Solution Award, TMC CRM Excellence Award, Willy Best Web-
Based Subscription CRM Solution, Upside Top 100, Aberdeen Group
What Works, Frost & Sullivan Market Engineering Award, and ASP
News Top 20.


SIEBEL SYSTEMS: Acquires Motiva Inc.'s Assets  
---------------------------------------------
Siebel Systems, Inc. (Nasdaq:SEBL), a leading provider of business
applications software, announced the acquisition of assets of
Motiva Inc., a provider of Enterprise Incentive Management
software.

Siebel Systems is targeting availability for the enhanced
integrated offering in the fourth quarter of 2003.

Siebel Incentive Compensation allows business users to design
incentive plans, monitor progress, and analyze the results of
sophisticated incentive compensation strategies. The incorporation
of Motiva's services-processing architecture will enable users of
Siebel Incentive Compensation to handle a much broader variety of
compensation plans with greater flexibility and increased
performance. These enhancements will allow users to better address
the variety of compensation approaches that can differ
considerably by industry. Examples of compensation techniques that
will be easier to implement include 'weighted attainment' across
multiple products, automatic graduation of sales professionals
from one compensation plan to the next, and variations in
commission rates at different times in a financial period. Motiva
also provides a comprehensive modeling environment that will
become part of the Siebel Incentive Compensation product line.

"Companies are increasingly reliant on strategic incentive
programs to drive business results through the proper alignment of
employee and partner goals," said Jeff Scheel, Vice President and
General Manager for CRM Products, Siebel Systems, Inc. "The
enhanced Siebel Incentive Compensation product will enable our
customers to improve financial performance, increase supplier and
customer satisfaction, and better align and motivate employees
through incentive compensation programs."

      Solutions for an Expensive, Complex Business Problem

Typically, companies experience a significant amount of pain
around issues of incentive management and variable compensation.
It is not uncommon for companies to have error rates as high as
ten percent in their compensation payments. As a result,
organizations increasingly focus on this problem and deploy
incentive compensation solutions. To this effect, Gartner Group
estimated the EIM market to be one of the few technology sectors
to grow in 2002, and a recent Giga Information Group study
predicted that the sector will continue to grow at a compound
annual growth rate of 40% through 2005.

"Gartner believes this is a strong move for Siebel," says Joe
Galvin, Vice President and Research Director, Gartner Group. "With
this acquisition, Siebel gains a functionally complete application
that will allow them to compete in their client base as well as
the open market. Backing Motiva with the development, marketing
and distribution resources of Siebel will create a compelling
alternative."

             Demonstrated Flexibility, Proven Success

Mellon Financial Corporation, a leading financial services
provider, recently selected the Motiva suite to manage incentive
compensation for all institutional sales of its financial services
products. Mellon's legacy incentive compensation systems were no
longer adequate to manage its diverse incentive plans for its
disparate sales forces, and they found themselves seeking a
flexible and scalable technology platform.

"Mellon partnered with Motiva because we needed a solution that
offered both broad and deep functionality with a proven
implementation track record," said Karen Stephens, Senior Vice
President of Institutional Marketing, Mellon Financial
Corporation. "We see this acquisition as a positive move that will
enhance and add depth to Siebel's Enterprise Incentive Management
product offering, and will promote future growth and product
development."

Additional customers using Motiva software include: Acme Brick
Company, Clorox Services Company, First Horizon Home Loans, First
Tennessee Bank, and World Savings Bank.

                    Comprehensive EIM Capabilities

In addition to handling highly complex compensation plans and
large transactional volumes, Siebel Incentive Compensation will be
tightly integrated with the Siebel Sales suite to enable better
territory and quota planning along with more timely reporting on
variable compensation attainment. Siebel Incentive Compensation
will also integrate with the Performance Management and
Compensation Planning modules of Siebel Employee Relationship
Management, providing support for incentive management
requirements across the enterprise. The continued development of
these product lines will be driven by the existing Siebel CRM
product team, along with approximately 30 Motiva employees.

Siebel Systems has a long and consistent track record of entering
new and growing CRM market segments, followed by selective
acquisitions that have accelerated or extended its leadership in
those segments. For example, following its initial entry into the
call center market in 1996, Siebel Systems acquired Scopus
Technologies in 1998, thereby merging its leadership in sales
force automation with Scopus's call center leadership. The
combination effectively created the CRM industry, of which Siebel
became the immediate and continued market leader.

Siebel Systems has used strategic acquisitions to extend its
leadership in other categories as well, including marketing
automation, with the acquisition of Paragren Technologies (2000);
product configuration, with the acquisition of OnLink Technologies
(2000); and analytics, with the acquisition of nQuire (2001). In
each instance, Siebel Systems successfully merged the acquired
company into its business and now leads the market.

More information on Siebel Incentive Compensation is available at
http://www.siebel.com  

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

Motiva, Inc. is the technology leader for global enterprise
incentive management (EIM) software and services, enabling
companies to create and manage flexible, highly targeted incentive
programs that drive top-line and bottom-line results across the
extended enterprise. Motiva is the EIM leader in financial
services with customers that include First Tennessee Bank, First
Horizon Home Loans, World Savings, Mellon Bank and Riggs Bank. The
Motiva software solution allows businesses to rapidly align
performance with strategic objectives for sales, services,
channels, customers and suppliers. Founded in 1996, Motiva is
headquartered in Pleasanton, California. More information is
available at http://www.motiva.com  


SK GLOBAL: Wants Removal Period Extended Until December 19, 2003
----------------------------------------------------------------
SK Global America, Inc. is a party to several prepetition civil
actions pending before various courts across the United States.

Since the Petition Date, the Debtor and its personnel and
professionals have been working diligently to administer the
Chapter 11 case and to address a vast number of administrative
and business issues.  The Debtor has expended substantial time
and resources on issues relating to its orderly transition to
operating in a Chapter 11 context.  In addition to operating its
business, the Debtor's personnel and professionals have been
consumed since the Petition Date with many issues that are
complex and time intensive, including, but not limited to:

   (a) continuing negotiations with representatives of the
       Foreign Creditors;

   (b) addressing the issues and concerns raised by the Debtor's
       lenders regarding the impact of the Chapter 11 case on
       their alleged security interests and claims; and

   (c) responding to information requests of the U.S. Trustee and
       other parties-in-interest, including lenders, utilities
       and landlords.

Scott E. Ratner, Esq., at Togut, Segal & Segal LLP, in New York,
asserts that the right to remove civil actions is a valuable
right that the Debtor does not want to lose inadvertently.
Therefore, in light of the recent status of its case, the Debtor
seeks to preserve that right by requesting a 60-day extension of
the deadline to file notices of removal for those civil actions.

Specifically, the Debtor asks Judge Blackshear to extend its
deadline to remove actions to December 19, 2003, pursuant to
Section 105(a) of the Bankruptcy Code and Rule 9006(b) of the
Federal Rules of Bankruptcy Procedure.

Bankruptcy Rule 9006(b) provides that, subject to certain
exceptions:

   "Except as provided in paragraphs (2) and (3) of this
   subdivision, when an act is required or allowed to be done at
   or within a specified period by these rules or by a notice
   given thereunder or by order of the court, the court for cause
   shown may at any time in its discretion (1) with or without
   motion or notice order the period enlarged if the request
   therefor is made before the expiration of the period
   originally prescribed or as extended by a previous order or
   (2) on motion made after the expiration of the specified
   period permit the act to be done where the failure to act was
   the result of excusable neglect."

Section 105(a) of the Bankruptcy Code provides, in pertinent
part, that "the court may issue any order, process, or judgment
that is necessary or appropriate to carry out the provisions of
this title."

The period of time under Bankruptcy Rule 9027 within which a
debtor may remove civil actions to the Bankruptcy Court is not
prohibited or limited by Bankruptcy Rule 9006(b)(2) or (3).
Therefore, pursuant to Section 105(a) and Bankruptcy Rule
9006(b), the Court has the authority to extend the Debtor's
deadline to file notices of removal.

As its case is in its initial stages, Mr. Ratner says, the Debtor
has not had an opportunity to review its records and determine
whether it needs or should remove any claims or civil causes of
action pending in the state or federal court.  (SK Global
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


SLM PALM BEACH: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: SLM Palm Beach Associates, LLC
        c/o Martin Honig, Esq.
        35 Pinelawn Road
        Suite 204W
        Melville, New York 11474

Bankruptcy Case No.: 03-23734

Type of Business: The Debtor owns an unimproved parcel of ocean
                  front real estate located at 2305-2315 South
                  Ocean Boulevard, Palm Beach, Florida. The Debtor
                  purchased the Property in August 2002. The
                  Debtor plans on constructing 2 townhouses and a
                  three-story structure containing 6 condominium
                  units on the Property.

Chapter 11 Petition Date: October 15, 2003

Court: Southern District of New York (White Plains)

Debtors' Counsel: Arthur Goldstein, Esq.
                  Todtman, Nachamie, Spizz & Johns, P.C.
                  425 Park Avenue
                  New York, NY 10022
                  Tel: (212) 754-9400
                  Fax: (212) 754-6262

Total Assets: $4,500,000

Total Debts: $7,916,000

Debtor's 5 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Rafferty Funding, LLC                               $4,200,000
500 Fifth Avenue, Suite 415                      (estimated at
New York, NY 10110                                 $4,500,000)

Sand Pillows, Inc.                                  $3,700,000
30900 Telegraph Avenue                           (estimated at
Bingham Farms, MI 48025                            $4,500,000)

Sand Pillows, Inc.          Balance of purchase     $3,400,000
30900 Telegraph Avenue      price                (plus 300,000
Bingham Farms, MI 48025                               secured)

Sand Pillows, Inc.
30900 Telegraph Avenue
Bingham Farms, MI 48025

Modern Press                Trade debt                 $16,000


SONO-TEK CORP: August 30 Net Capital Deficit Narrows to $620K
-------------------------------------------------------------
Sono-Tek Corporation (OTC Bulletin Board: SOTK) announced sales of
$690,735 for the three months ended August 31, 2003, a decrease of
2% or $14,398 compared to sales of $705,133 for the same period of
last year.

For the six months ended August 31, 2003 the Company reported
sales of $1,449,257 as compared to $1,485,991 for the same period
of last year. The decline in sales is due to a decrease in sales
of specialty spraying systems partially offset by an increase in
sales of medical device spraying systems for drug coated arterial
stents. Operating income for the first six months of the year was
$102,255 or 7% of sales compared to $64,902 or 4% of sales for the
prior year period. For the six and three month periods ended
August 31, 2003, the Company had net income of $16,795 and $5,749
as compared to $36,401 and $2,975 for respective the prior year
periods.

The Company's balance sheet is improved from last year at this
time with working capital at $569,753 at August 31, 2003 from
working capital of $200,085 last year, liabilities have been
reduced from $2,126,562 at August 31, 2002 to $2,037,339 at
August 31, 2003, and shareholders' deficiency reduced from
$746,153 at August 31, 2002 to $622,658 at August 31, 2003.
Management has taken action to preserve working capital by seeking
longer term financing, and by restructuring agreements with
current lenders to defer payments of principal.

The Company has experienced a turn-around in profitability during
the last nine quarters as a result of changes in management,
discontinuance of unprofitable business segments, reductions in
the cost structure, and settlements with creditors. The Company
has benefited from maintaining a stable work force and a cohesive
management team. The Company expects these benefits to be
strategic assets as the economy recovers. The Company has returned
its focus to its core business, ultrasonic nozzles and systems,
and has partially offset the downturn in its traditional
electronics industry offerings by developing new uses for its
products in the growing medical products field, the defense
industry, liquid metal powder manufacturing, nanotechnology
coatings for glass, non-woven fabrics, and spray drying.

According to Dr. Christopher L. Coccio, Sono-Tek's CEO and
President, "The Company has developed and introduced the SonoFlux
2000F fluxer and a new liquid metal nozzle system and has sold
numerous new systems specifically designed for coating arterial
stents. We are continuing to develop coating systems for medical
device customers and other customers in a diverse range of
industries, and are working to create new business opportunities
in these fields."

For further information, visit http://www.sono-tek.com

Sono-Tek Corporation is a leading developer and manufacturer of
liquid spray products based on its proprietary ultrasonic nozzle
technology. Founded in 1975, the Company's products have long been
recognized for their performance, quality, and reliability.


STILLWATER: Inks Secondary Metal Sourcing Pact with Power Mount
---------------------------------------------------------------
Stillwater Mining Company (NYSE: SWC) has entered into a long-term
secondary metal sourcing agreement with Power Mount Incorporated
of Somerset, Kentucky.  

Under the agreement Stillwater will purchase from Power Mount
secondary metals for recycling consisting primarily of spent
catalytic converter material, which contain platinum group metals.  
The materials will be processed along with mine production in
Stillwater's state of the art smelting and refining complex
located conveniently next to Interstate Highway I-90 in Columbus,
Montana.

The spent catalytic converter material is sourced primarily from
automobile repair shops and automobile yards that dissemble old
cars for the recycling of their parts.  Stillwater's operation
recovers platinum, palladium and rhodium contained in these and
other similarly spent materials that the Company treats.  The
metals once recovered are sold for reuse.

Commenting on the signing of the agreement Frank McAllister,
Stillwater's Chairman and Chief Executive Officer said, "We are
delighted that we have formed a new business relationship with
Power Mount.  The recycling of secondary material is totally
consistent with Stillwater's business.  Our smelting and refining
complex is among the most environmentally clean operations of its
type in the world.  The metals we mine are used by the automotive
industry to protect the environment by cleaning auto emissions.
Recycling these metal back into commerce after they have been used
is also environmentally responsible.  McAllister continued, "This
contract enables our smelter and refinery complex to increase the
amount of metals recovered.

Stillwater Mining Company (S&P/BB+ Corporate Credit/Developing) is
the only U.S. producer of palladium and platinum and is the
largest primary producer of platinum group metals outside of South
Africa.  The Company's shares are traded on the New York Stock
Exchange under the symbol SWC.  Information on Stillwater Mining
can be found at its Web site: http://www.stillwatermining.com


STOLT OFFSHORE: Lenders Extend Covenant Waiver Until November 26
----------------------------------------------------------------
Stolt Offshore S.A. (Nasdaq:SOSA) (OSE:STO) has been granted a
covenant waiver extension to November 26, 2003 from its principal
lenders.

Contacts:

Julian Thomson/Fiona Harris
US +1 877 603 0267 (toll free)
UK +44 1224 718436
julian.thomson@stoltoffshore.com

Patrick Handley
UK +44 207 396 5395
phandley@brunswickgroup.com

Tim Payne
US +1 212 333 3810
tpayne@brunswickgroup.com

Stolt Offshore is a leading offshore contractor to the oil and gas
industry, specialising in technologically sophisticated deepwater
engineering, flowline and pipeline lay, construction, inspection
and maintenance services. The Company operates in Europe, the
Middle East, West Africa, Asia Pacific, and the Americas.


STOLT OFFSHORE: Third-Quarter Net Loss Widens to $22 Million
------------------------------------------------------------
Stolt Offshore S.A. (Nasdaq:SOSA) (OSE:STO) reported results for
the third quarter and nine months ended August 31, 2003.

The net loss for the quarter was $22.5 million, or $0.24 per
share, on net operating revenue of $397.9 million, compared with a
net loss of $17.2 million, or $0.21 per share, on net operating
revenue of $368.9 million for the same period last year. (Note 1)

For the nine-month period ended August 31, 2003 the Company
reported a net loss of $132.0 million, or $1.42 per share, on net
operating revenue of $1.2 billion. This compares with a net loss
of $12.1 million, or $0.14 per share, on net operating revenue of
$996.4 million for the same period last year.

Tom Ehret, Chief Executive Officer, Stolt Offshore, said: "A net
loss for the quarter, while in line with our expectations, is
still disappointing. That said, we are putting Stolt Offshore back
on track and the Board is focused on returning the Company
expeditiously to profit.

"Despite the demanding market conditions, experienced throughout
the industry, we continued to make substantial progress on four
fronts since the period end. We have taken important steps towards
settlements on legacy contracts, implemented the bulk of the
changes required under the Blueprint for recovery, we are working
towards an agreement with the banks on financial restructuring and
are making commercial progress in our target markets.

"We are on track to complete the worldwide implementation of the
Blueprint model by November 30. The Board is targeting second half
2004 for improved earnings resulting from the Blueprint reforms.
"All of us at Stolt Offshore are working hard to complete this
period of restructuring. We have excellent people, assets and
systems in Stolt Offshore but it will take time to demonstrate our
full potential. I am however, confident that we will succeed."

                         Quarter Review

In line with market activity across the industry, we saw low order
intake during the quarter, although bidding levels continue to be
high.

On an operational front, successful projects in a number of areas
have underlined our ability to execute demanding contracts in
traditional and new markets, particularly in deepwater. Good
progress was made on the ExxonMobil Erha project in Nigeria with
65% of the design engineering complete and early fabrication work
on target. The Total Girassol Phase Two project in Angola
concluded in August with excellent results with the installation
and tie-in of pipelines, umbilicals and manifolds accomplished in
record time. The two long-term ship charters with Petrobras in
Brazil continue to produce steady revenues. Projects in the UK and
Norway are also running well. We have extended our profitable
joint venture with Lukoil for the operation of Seaway Heavy
Lifting for six years to 2010.

At August 31, 2003 Stolt Offshore had $385 million drawn on long-
term external debt facilities and available cash of $139.4
million. The cash balance is higher than historical levels as a
result of being fully drawn on the external debt facilities and
closing out foreign exchange hedges to capitalize on favorable
exchange rate movements and to improve liquidity. In line with the
treatment at the end of the second quarter, the Company continues
to classify all debt as short term whilst restructuring
negotiations are ongoing.

                         Blueprint Progress

The bulk of the changes in personnel, structure and processes
required to implement the Blueprint are now in place, and the
program is on schedule for completion by year-end, by which time
we will be in a position to reflect the costs of the Blueprint
implementation. However, the following steps have been completed:

-- A new project-driven organization, with clear lines of
   accountability, is largely in place. All but two of the top
   thirty managerial positions are filled. Cost savings will be
   achieved through the geographic reorganization into new
   Regional Businesses.

-- The adoption of the Blueprint has enforced stringent tendering
   practices across our Company. These measures are designed to
   contain revenue and contractual risk to areas within Stolt
   Offshore's control, to ensure projects are at all times cash
   positive, and to deliver an acceptable economic return.

-- New corporate functions and control systems have been
   implemented across the Company, particularly in respect of
   financial control, project management, marine operations,
   strategic planning and supply chain management.

-- The previously announced disposal of assets and businesses is
   progressing according to plan. Discussions are now being held
   with interested parties on the potential sale of Serimer Dasa,
   our welding services business, the ROV Drill Support business,
   and six individual ships. We are also examining the best
   ownership structure and ongoing operational relationship for
   the Paragon companies in Houston and Paris.

                    Financial Restructuring

The Blueprint for financial recovery and its rapid implementation
has provided the basis for Stolt Offshore to progress its
negotiations with its lead creditors. The purpose of these
negotiations is to redress potential covenant breaches, to
increase performance bond capacity and to agree appropriate
utilisation of cash proceeds from the divestment programme. To
facilitate this process the Banks are considering a waiver of
covenant breaches to November 26, 2003.

Projects - Revenue Recovery

During the quarter, substantial progress was made towards
collecting revenues from our legacy projects.

-- We are working with our customers and making good progress
   completing the OGGS contract in Nigeria and closing the
   Burullus contract in Egypt. The Management aims to have these
   contracts closed by year-end.

-- The Hubline project in North America is essentially complete,
   but due to a dispute over the cost-plus part of this contract,
   there may be a delayed collection of revenues. We are confident
   of our legal and contractual position as we seek to collect
   amounts owed to us.

-- Progress continues with the installation of subsea umbilicals,
   risers and flowlines on the Bonga project in Nigeria. While
   losses have risen during the quarter, we are working closely
   with our customer to ensure timely completion and to mitigate
   losses.

                            Outlook

The backlog now stands at $1.2 billion, of which $334 million is
for the remainder of this year. At the same point in 2002, the
backlog was $1.8 billion, with $487 million for the remainder of
that year. A year-on-year comparison does not reflect the improved
quality of backlog or the uneven timing of contract awards
inherent in our industry.

                       Earnings Guidance

Three outstanding issues prevent us from giving guidance at this
time. These are the collection of receivables from the largely
completed legacy contracts, the potential disposal of assets and
businesses, and decisions on impairment of assets in the fourth
quarter. It is because of the uncertainty surrounding these issues
that the company indicated on September 17 that losses for the
year may be substantially higher than previously indicated. The
Board anticipates these will be resolved by mid-November and we
expect to provide earnings guidance for Fiscal Year 2003 at that
time.

Stolt Offshore is a leading offshore contractor to the oil and gas
industry, specialising in technologically sophisticated deepwater
engineering, flowline and pipeline lay, construction, inspection
and maintenance services. The Company operates in Europe, the
Middle East, West Africa, Asia Pacific, and the Americas.  


STONE & WEBSTER: Court to Consider Plan on October 31, 2003
-----------------------------------------------------------
On September 4, 2003, the U.S. Bankruptcy Court for the District
of Delaware ruled on the adequacy of the Disclosure Statement
explaining the Third Joint Plan of Reorganization for Stone &
Webster Inc., and its debtor-affiliates.  The Court found that the
Disclosure Statement contains the right kind and amount of
information to enable creditors to decide whether to accept or
reject the Joint Plan.

A hearing to consider the confirmation of the Plan will convene on
October 31, 2003, at 10:00 a.m. (Eastern Time), before the
Honorable Peter J. Walsh.

Objections, if any, to the confirmation of the Debtors' Plan must
be filed with the Court before October 20, with copies sent to:

        1. Counsel for the Debtors
           Skadden, Arps, Slate, Meagher & Flom LLP
           One Rodney Square
           PO Box 636
           Wilmington, DE 19899
           Tel: 302-651-3000
           Attn: Gregg M. Gallardi, Esq.
                 Eric M. Davis, Esq.
                 
        2. Counsel for the Creditors' Committee
           Orrick, Herrington, Sutcliff LLP
           666 Fifth Avenue
           New York, NY 10103-0003
           Attn: Anthony J. Princi, Esq,
                 Lorraine S. McGowen, Esq.

                    -and-

           Landis Rath & Cobb LLC
           919 Market Street
           Suite 600
           PO Box 2087
           Attn: Adam G. Landis, Esq.

        3. Counsel for the Equity Committee
           Bell Boyd & Lloyd LLC
           70 West Madison Street
           Chicago, IL 60602
           Attn: David F. Heroy, Esq.
                 Carmen H. Lonstein, Esq.

                    -and-

           Bifferato, Bifferato & Gentilotti
           1308 Delaware Avenue
           Wilmington, DE 19899
           Attn: Ian Connor Bifferato, Esq.

        4. Counsel for Federal Insurance Company
           Mainer & Herod
           One Nashville Place
           Suite 2200
           150 Fourth Avenue, North
           Nashville, TN 37219-2994
           Attn: Sam H. Poteet, Jr., Esq.
                 Thomas T. Pennington, Esq.

                    -and-

           Duane Morris LLP
           1100 North Market Street
           Suite 1200
           Wilmington, DE 19801-1246
           Attn: Michael R. Lastowski, Esq.

        5. Counsel for Maine Yankee Atomic Power Company
           Pierce Atwood
           One Monument Square
           Portland, Maine 04101
           Attn: William J. Kayatta, Esq.

                    -and-

           Marcus, Clegg & Mistretta, P.A.
           100 Middle Street
           East Tower
           Portland, Maine 04101-4102
           Attn: George J. Marcus, Esq.

                     -and-          

           Ferry, Joseph & Pearce, P.A.
           824 Market Square
           Suite 904
           PO Box 1351
           Wilmington, DE 19899-1351
           Attn: Michael B. Joseph, Esq.
                 Theodore J. Tacconelli, Esq.

        6. The Office of the U.S. Trustee
           844 King Street
           Room 2313
           Wilmington, DE 19801
           Attn: Margaret Harrison, Esq.

Stone & Webster, Incorporated and 72 domestic subsidiaries filed
for Chapter 11 relief on June 2, 2000, (Bankr. Del. Case No. 00-
2142-PJW). The Debtors continue to operate their businesses and
manage the assets of the Estate. On July 14, 2000, the majority of
assets and liabilities were sold to the Shaw Group pursuant to a
court approved auction. Since that time the Debtor has been
completing projects that were not assumed by the Shaw Group and
defending litigation actions and claims against the Estate.     


SUPERIOR TELECOM: Plan Confirmation Hearing Set for October 22
--------------------------------------------------------------
As previously reported, the U.S. Bankruptcy Court for the District
of Delaware ruled on the adequacy of the Disclosure Statement
proposed by Superior Telecom and its Debtor-affiliates. The Court
found that the Disclosure Statement contained the right kind and
amount of information, pursuant to Sec. 1125 of the Bankruptcy
Code, to allow creditors to make informed decisions about whether
to vote to accept or reject the Debtors' Amended Joint Plan of
Reorganization.  

Accordingly, a hearing before the Honorable Jerry W. Venters to
consider the confirmation of the Debtors' Plan is set for
October 22, 2003, at 1:30 p.m. Eastern Time.

Superior TeleCom Inc., a leading manufacturer and supplier of
communications wire and cable products to telephone companies,
distributors and system integrators and magnet wire for motors,
transformers, generators and electrical controls, filed for
chapter 11 protection on March 3, 2003 (Bankr. Del. Case No. 03-
10607).  Laura Davis Jones, Esq., and Michael Seidl, Esq., James
I. Stang, Esq., and Curtis A. Hehn, Esq. at Pachulski, Stang,
Ziehl Young Jones & Weintraub represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
its creditors, it listed $861,716,000 in total assets and
$1,415,745,000 in total debts.


SUTTER CBO: Fitch Takes Rating Actions on Series 1999-1 Notes  
-------------------------------------------------------------
Fitch Ratings affirms three classes and downgrades five classes of
notes issued by Sutter CBO 1999-1, Ltd. The transaction, a
collateralized debt obligation, is supported by a diversified
portfolio of high-yield bonds and leveraged loans.

The following classes of Sutter CBO 1999-1 have been affirmed:

        -- $64,000,000 class A1-L notes 'AAA';
        -- $75,000,000 class A2-L notes 'AAA';
        -- $75,000,000 class A3-L notes 'AAA'.

The following classes of Sutter CBO 1999-1, Ltd. have been
downgraded:

        -- $5,000,000 class A4-L notes to 'BBB+' from 'A-';
        -- $24,000,000 class A4 notes to 'BBB+' from 'A-';
        -- $5,000,000 class B1-L notes to 'BB+' from 'BBB';
        -- $6,000,000 class B1 notes to 'BB+' from 'BBB';
        -- $10,000,000 class B2 notes to 'B+' from 'BB-'.

The rating action is based on deterioration of the credit
fundamentals of the portfolio to the point where the risk is no
longer consistent with the current ratings. The portfolio contains
a number of securities whereby default is probable, although only
ten of the assets are classified as defaulted. Additionally the
transaction has just begun to fail its class A and B
overcollateralization tests, as well as its additional coverage
test (based on trustee reports).

Fitch modeled the transaction and noted that the current portfolio
is underhedged. To date, the structure has benefited from a low
interest rate environment. However, if interest rates rise the
transaction may be adversely affected due to the mismatch in
fixed- and floating-rate assets and liabilities.

Sutter CBO 1999-1, Ltd., managed by Wells Fargo Bank, National
Association, was established in November 1999 to issue
$287,754,111 in notes and preferred shares. The turbulent market
conditions of the last several years have resulted in credit
migration of the portfolio. Fitch has discussed the current status
of the transaction with the collateral manager and believes that
the manager is managing the deal prudently given the extreme
conditions over the recent credit cycle.

Fitch will continue to monitor Sutter 1999-1, Ltd. to ensure that
its ratings are accurate.


US AIRWAYS: Reaches Stipulation Settling ABN AMRO Bank Claims
-------------------------------------------------------------
ABN AMRO Bank, N.V. filed two partially secured proofs of claim
against the Reorganized US Airways Debtors:

   (a) Claim No. 2862 for $18,024,786 relating to Aircraft
       bearing Tail No. N854US; and

   (b) Claim No. 2924 for $61,079,520 relating to Aircraft
       bearing Tail No. N855US.

On the same day, Wilmington Trust Company, as Indenture and
Security Trustee, filed Proof of Claim No. 4011 which included
amounts relating to both of the Aircraft.  Wilmington asserted a
Claim for $8,985,997 with respect to Tail No. N854US and
$8,895,997 with respect to Tail No. N855US.  On January 24, 2003,
the Reorganized Debtors objected to these claims.

In settlement of the dispute, the Debtors and ABN AMRO Bank
stipulate and agree that Claim No. 2862 is reduced and allowed as
a General Unsecured Class USAI-7 Claim for $12,575,393.  Claim
No. 2924 is withdrawn.  All other general unsecured claims of ABN
AMRO Bank are disallowed.

Claim No. 4011 is partially withdrawn for $17,971,995 as it
relates to Tail Nos. N854US and N855US.  All other general
unsecured claims of the Trustee relating to these Aircraft are
disallowed. (US Airways Bankruptcy News, Issue No. 39; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


U.S. WIRELESS DATA: June 30 Working Capital Deficit Tops $1.5MM
---------------------------------------------------------------
U.S. Wireless Data, Inc. (OTC: USWE), a leader in wireless
transaction processing, released financial results for the year
ended June 30, 2003.

USWD reported an increase in total revenue of 48% to $3,725,000,
with service revenue jumping 75% to $3,404,000, compared to the
prior fiscal year. Total operating expenses declined by
$11,147,000 or 52%, while the net loss improved by $16,972,000 or
66%. Net cash used in operating activities declined by $5,896,000
or 51% for the year ended June 30, 2003.

At June 30, 2003, the Company's balance sheet shows that its total
current liabilities outweighed its total current assets by about
$1.6 million, while net capitalization dwindled to about $265,000
from about $8 million a year ago.

"We made substantial progress in 2003, growing our revenue by
almost 50 percent, while further reducing our burn rate," said
Chairman and Chief Executive Officer Dean M. Leavitt. "We now
provide our Synapse service to over 30,000 active sites, an
increase of over 100 percent compared to last year. We remain
excited by the dramatic yet largely untapped market for our
wireless payments technology, including wireless enabling products
and services for vending machines, multi-lane environments such as
quickservice (fast-food) and quick casual restaurants, taxis and
other transportation providers, home contractors, delivery
services, and outdoor markets and events. Moreover, we are
progressing steadily in our discussions with Pepsi, which we
expect will both validate and propel the market for our leading
technology."

                              REVENUE

Revenue for the year ended June 30, 2003 was $3,725,000, as
compared to $2,521,000 for the prior fiscal year, a 48% increase.
Service revenue was $3,404,000, up from $1,951,000 in the prior
fiscal year, a 75% increase. Service revenue was derived primarily
from the growing base of active wireless sites that use USWD's
proprietary Synapse service to process payments transactions.
Product sales decreased to $321,000, from $570,000 during the
prior fiscal year. Product sales for the year included the sale of
certain third-party products purchased on behalf of a client and
other one-time product sales.

                         GROSS PROFIT

Gross profit for fiscal 2003 was $1,033,000, compared to a loss of
$2,253,000 in the prior fiscal year. This increase was primarily
due to a decrease in the write-down of inventory of Synapse
Adapters and other CDPD-based inventory. For the years ended June
30, 2003 and 2002, gross profit was reduced by write-downs of
inventory of $579,000 and $3,481,000, respectively. Without the
write-downs of inventory, the improvement in total gross profit
was primarily attributed to the growth of active sites for Synapse
services. The increase was partially offset by the decrease in
gross profit from product sales. Gross profit from services for
the year ended June 30, 2003 was $1,600,000, compared to
$1,127,000 for the prior fiscal year, a $473,000 or 42% increase.
Gross profit from product sales for the year ended June 30, 2003
was negative $567,000, compared to negative $3,380,000 for the
prior fiscal year, a $2,813,000 or 83% improvement. A significant
portion of the negative gross profit from product sales is due to
the write-downs of inventory. Without the inventory write-downs,
the decrease was attributed to the lack of sales of the Synapse
Adapter, partially offset by sales of Synapse Enabler products. In
addition, product sales for fiscal 2003 included approximately
$103,000 for the sale of certain third party products purchased on
behalf of a client and sold at cost to such client.

                         GROSS MARGIN

Total gross margin for the year ended June 30, 2003, increased to
27.7% from (89.4)%. This increase was attributed to the reduction
in the write-down of inventory as well as by the greater
percentage of total revenue attributable to monthly fees due to
the growth in active sites. Gross margin from services was 47.0%
for the year ended June 30, 2003 compared to 57.8% for the prior
fiscal year. Gross margin from product sales was (176.6)% for the
year ended June 30, 2003, compared to (593.0)% for the prior
fiscal year.

                        NET LOSS/EBITDA

For the year ended June 30, 2003, net loss totaled $8.6 million or
$0.52 per share as compared to a net loss of $25.6 million or
$1.92 per share for the prior fiscal year.

EBITDA is presented because it is a widely accepted indicator of
funds available to service debt, although it is not a measure of
liquidity or of financial performance under accounting principles
generally accepted in the United States of America. USWD uses
EBITDA as an internal measure of operating performance, which is
net loss excluding net interest, taxes, depreciation and
amortization. The company believes that EBITDA, while providing
useful information, should not be considered in isolation or as an
alternative to net income or cash flows as determined under GAAP.

The EBITDA loss for the year ended June 30, 2003 was $7.4 million
as compared to the prior fiscal year's loss of $21.4 million. This
improvement in EBITDA loss of $14.0 million or approximately 66%
is primarily attributed to the increase in revenues and a
reduction of cost of revenues and operating expenses as discussed
in prior sections.

       FINANCIAL CONDITION, CAPITAL RESOURCES AND LIQUIDITY

We need additional capital in the immediate future in order to
continue operations. Since our inception we have incurred
significant losses and negative cash flow from operations. As of
June 30, 2003, USWD had an accumulated deficit of approximately
$143 million. At June 30, 2003 the principal source of liquidity
was approximately $602,000 in cash and cash equivalents. Based on
current estimates of revenue levels, operating costs and other
cash inflows and outlays, and taking into account the remaining
proceeds available from the Bridge Loan discussed below, the
Company will not have cash balances adequate to continue
operations beyond December 2003 without a sufficient capital
infusion by such time. Concerns about capital may lead USWD to
take additional steps to cut costs and, depending on whether it is
successful in its efforts to raise additional capital, may require
the Company to eliminate or curtail certain of its projects and
take additional steps to conserve cash that may adversely affect
operations.

In August 2003, USWD signed term sheets with Brascan Financial
Corporation, a subsidiary of Toronto, Canada-based Brascan
Corporation, to arrange for the purchase of $12.5 million of a
newly issued Series D Preferred Stock representing at least 60% of
USWD's equity. The term sheets contemplate that the Company enter
into a strategic alliance with MIST Inc., Brascan's subsidiary,
and a provider of card issuance and payments processing products
and gateway services to banks, non-bank card issuers and the
payments processing industry. The term sheets contemplate that
Brascan would provide a bridge loan to allow USWD to continue
operations while negotiating a definitive Series D Preferred Stock
purchase agreement and to satisfy the anticipated closing
conditions. In addition, the term sheets contain provisions with
respect to break-up fees, non-solicitation and other miscellaneous
matters.

On September 16, 2003, USWD entered into a Term Loan and Security
Agreement with Brascan, pursuant to which Brascan agreed to lend
the Company up to $2.75 million, at an interest rate of 7.5% per
annum payable monthly, with cash payments commencing March 28,
2004. The loan is secured by a general security interest in all of
USWD's assets and is due March 16, 2005. A portion of the funds
was used to repay a demand loan in the principal amount of
$300,000 previously made to the Company on August 28, 2003, which
was necessary in order to enable USWD to continue operations. As
of October 13, 2003, USWD has drawn down approximately $1.24
million against the $2.75 million Bridge Loan commitment. The
remaining portion of the loan will provide the Company with the
working capital necessary to continue operations until December
2003. The Bridge Loan contains various covenants which include,
among others, (i) a material adverse change clause, (ii) a minimum
monthly revenue requirement of approximately $380,000, and (iii) a
minimum net worth requirement of not less than negative $2
million. As of this date, the Company was in compliance with these
covenants. USWD is currently in technical default under the Bridge
Loan with respect to two post-closing covenants (relating to
receiving a landlord waiver for our New York facility and
completing the actions necessary to subject certain of our funds
to a "blocked account" arrangement) that the Company is still in
the process of satisfying. However, USWD has received informal
assurances from Brascan that it will provide additional time to
satisfy such covenants and will not pursue any actions with
respect to a default at this time.

In connection with this financing, Brascan received a warrant for
10 million shares of common stock exercisable at $0.15 per share.
The warrant is exercisable only if the Series D financing is not
consummated by December 31, 2003 or if USWD were to be acquired or
were to sell substantially all of its assets. If the warrant
becomes exercisable, it will expire on September 16, 2008. Brascan
will have certain demand and piggyback registration rights as to
the shares of common stock underlying the warrant. The warrant was
issued pursuant to certain exceptions contained in the full
ratchet anti-dilution provisions of the Series C Convertible
Preferred Stock and Series C Warrants and therefore, USWD believes
the issuance of the warrant will not trigger such anti-dilution
provisions.

The equity financing contemplated by the term sheets would involve
the issuance to Brascan or its affiliates of shares of a newly
issued Series D convertible preferred stock for $12.5 million. The
proceeds from the contemplated financing will be used to repay the
$2,750,000 Bridge Loan and for general working capital purposes.
It is anticipated that the Series D preferred stock will be
convertible at any time, at Brascan's option, into at least 60% of
the shares of USWD's common stock, on a fully diluted basis. If
the contemplated financing is successfully completed, Brascan or
its designee will become the majority stockholder. It is
anticipated that the terms and provisions of the contemplated
financing, if successful, will have a substantial dilutive effect
on the ownership interests of USWD's existing stockholders.

There can be no assurances that the contemplated financing will be
completed on the terms contemplated by the term sheets or at all.
The contemplated financing is subject to a number of conditions,
including, but not limited to, the execution of definitive
financing documentation and the successful completion of a
reorganization of USWD's capital structure, which will include the
restructuring of currently issued and outstanding Series C
Convertible Preferred Stock and Series C Warrants.

These conditions raise substantial doubt about USWD's ability to
continue as a going concern and if USWD is unable to obtain
additional capital as needed, it will be required to cease
operations altogether. The consolidated financial statements do
not include any adjustments that might result from the Company's
inability to continue as a going concern. USWD's financial
statements for the year ended June 30, 2003, include an opinion
from Deloitte & Touche LLP that contains an explanatory paragraph
concerning the Company's ability to continue as a going concern.

Nevertheless, USWD anticipates its negative cash flow will
continue to improve on a quarterly basis. A large percentage of
its operating expenses are fixed and the Company expects to
continue increasing its revenues without incurring significant
increases in operating expenses. The Company is also exploring
ways of conserving cash and improving its cash flow through growth
in the number of active sites and various product sales, including
revenues from services and products for vending, and continued
reduction of cash expenses.

                      OPERATING HIGHLIGHTS

USWD continues to make progress on key business objectives that
are intended to establish Synapse services and products as the
standard for wireless transaction payment services. Operating
highlights for the year ended June 30, 2003 include:

-- Pepsi vending solution - USWD continues to build and deploy
   units pursuant to purchase orders received from Pepsi. The
   Company now has approximately 500 operational units in the
   field in five cities across the U.S. with key Pepsi anchor
   bottlers and licensees. USWD has shipped an additional 250
   units to Pepsi in late August 2003 for expected installation in
   the quarter ending December 31, 2003. The Company is in the
   process of finalizing the agreement with Pepsi for the full
   commercialization of the vending solution, after which USWD
   expects to receive additional orders from Pepsi and its
   bottlers.

-- Active sites - Active sites have grown to approximately 30,500
   as of June 30, 2003, an increase of 15,900 or 109% from the
   same date of the prior year. This follows the conversion in
   April 2003, of approximately 7,400 wireless sites, for a major
   processor using Cingular's Mobitex network, to USWD's Synapse
   service on the same wireless network. This conversion is
   expected to increase future activations and transactions due to
   the fact that new wireless activations for this customer will
   be made through the Company's Synapse service.

-- Transactions - Transactions processed for the year ended
   June 30, 2003, were approximately 7,321,000, an increase of
   2,141,000 or 41% from the prior fiscal year. This increase was
   primarily due to the growth in active sites.

-- Creditel PowerSwipe(TM) - USWD launched PowerSwipe in early
   April. PowerSwipe is a specially designed attachment that
   converts certain "off-the-shelf" Motorola iDEN mobile phones
   into wireless point-of-sale devices. With patent-pending
   "secure-at-the-swipe" technology to protect against skimming
   and identity theft, the PowerSwipe enables merchants to safely
   swipe a customer's credit card and receive electronic
   authorization in the field. The PowerSwipe delivers greater
   security than that currently available and lowers overall
   payment processing costs. PowerSwipe transactions are routed to
   payment processors via USWD's Synapse service.

U.S. Wireless Data provides wireless transaction delivery and
gateway services to the payments processing industry. Our
customers include credit card processors, merchant acquirers,
banks, automatic teller machine distributors and their respective
sales organizations, as well as certain businesses seeking new
solutions to make it easier for their customers to buy their
products or services. We offer these entities turnkey wireless and
other transaction management services. We also provide those
entities with proprietary wireless enabling products designed to
allow card acceptance where such acceptance has heretofore been
either too expensive or technologically unfeasible, or to displace
conventional telephone lines for increased speed, cost reduction
and/or convenience. These services and products may be utilized by
conventional card accepting retailers as well as emerging card
accepting market segments such as vending machines, quickservice
(fast-food) and quick casual restaurants, taxis and limousines,
in-home service providers, door-to-door sales, contractors,
delivery services, sporting events, and outdoor markets. Our
services and products may also be used for gathering telemetric
information such as mission critical operational data on a real-
time basis from remote equipment (e.g., vending machines). Further
information is available at http://www.uswirelessdata.com  


USG CORP: L&W Wants to Purchase Secret Building Supply Business
---------------------------------------------------------------
Pursuant to Section 363 of the Bankruptcy Code, the USG Debtors
ask the Court to approve a proposed acquisition by Debtor L&W
Supply Corporation of substantially all of the assets of an
existing building materials distribution business and the related
Asset Purchase Agreement.

Furthermore, the Debtors seek the Court's authority to:

   (a) file the Acquisition Motion under seal so that the
       Motion is disclosed only to the Court; and

   (b) fix certain procedures with respect to the Acquisition
       Motion.

Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, asserts that filing the Acquisition Motion
under seal is warranted due to the nature of its contents and the
impact the information it contains could have on the Debtors and
on the Seller should the Acquisition Motion become public.

Mr. Heath says that the Acquisition Motion contains detailed
information regarding the existing business.  The Acquisition
Motion identifies:

   -- the name of the Seller,
   -- the location of the target business,
   -- a detailed description of the assets being purchased,
   -- the proposed purchase price, and
   -- the financial performance of the business.

The Debtors, particularly L&W, have historically engaged in
acquisitions of existing distribution businesses to establish
themselves in a new market or to fortify their position in an
existing market.  Mr. Heath informs the Court that it is the
Debtors' experience that a seller will not agree to enter into a
sale transaction if the seller's identity and the proposed
transaction are made known publicly prior to consummation of the
transaction.  The Seller of the Proposed Acquisition is no
different, Mr. Heath notes.  Apart from public relations,
employment and other issues, potential sellers have expressed
extreme concern that if the proposed acquisition were publicly
disclosed before consummation, the Seller's current suppliers of
gypsum wallboard would immediately refuse to supply products to
the seller because of either:

   * the likelihood that the Debtors would become the sole
     suppliers to the businesses to be operated by L&W upon
     completion of the transaction; or

   * policies of major wallboard producers against supply of
     gypsum wallboard to L&W or to businesses selling assets or
     stock to L&W.

A termination of supply would be disastrous for the seller, as it
would be for any distributor.  Mr. Heath contends that if the
proposed acquisition were not consummated, the seller's business
could be financially devastated.  Yet, even if the acquisition
ultimately was completed, the potential damage to the seller's
business pending completion of the sale resulting from the
withdrawal of suppliers -- and the potential corresponding loss
of customers -- could negatively impact both the seller and the
Debtors.  

Thus, Mr. Heath emphasizes, disclosure of information contained
in the Acquisition Motion will make the consummation of the
Proposed Acquisition exceedingly difficult, if not impossible.  
In fact, it is highly unlikely that the transaction will be
completed without the protections requested.

In addition, the Debtors believe that disclosing key financial
information, like the purchase price, would reveal confidential
commercial information and business strategies of the Debtors.  
Mr. Heath points out that L&W negotiated in five transactions
that have closed in the past 12 months under the Court-approved
acquisition procedures for smaller transactions, which do not
require public disclosure of the transaction terms.  Thus, Mr.
Heath maintains, not permitting the Debtors to file the
Acquisition Motion under seal would cause material future
prejudice to the Debtors and their estates with respect to future
acquisitions by the Debtors.

In light of confidentiality concerns, the Debtors previously
asked the Court to establish procedures where the Debtors
may acquire existing businesses of a limited size without court
approval but upon notice to the U.S. Trustee, the Committees and
the Futures Representative.  In February 2002, the Court approved
these procedures with respect to transactions involving
$7,500,000 or less, and the procedures subsequently were modified
with a May 2003 Order.  The Debtors have successfully
utilized the Acquisition Procedures over the course of their
Chapter 11 cases, resulting in their expeditious and cost-
effective review of economically beneficial transactions.

Mr. Heath relates that the purchase price with respect to the
Proposed Acquisition exceeds the $7,500,000 cap established by
the Acquisition Procedures.  However, the same confidentiality
concerns that supported approval of the Acquisition Procedures
are present.

Accordingly, the Debtors seek to file the Acquisition Motion
under seal subject to these procedures:

   (a) The Debtors may file the Acquisition Motion with the Court
       under seal;

   (b) The Debtors will not be required to serve the Acquisition
       Motion on any party-in-interest other than:

       * the U.S. Trustee,
       * the counsel to the Committees,
       * the counsel to the Futures Representative, and
       * the counsel to the seller;

   (c) The hearing, if any, with respect to the Acquisition
       Motion will be held in camera and may only be attended by
       those parties who have received the Acquisition Motion;

   (d) All parties who receive a copy of the Acquisition Motion
       are directed to maintain the strict confidentiality of the
       Acquisition Motion and the information contained pursuant
       to the same terms established by the Acquisition
       Procedures Order; and

   (e) Any recipient of the Acquisition Motion that wishes to
       file any objection or response is required to:

       * omit any information that cannot be disclosed pursuant
         to the Acquisition Procedures Order; or

       * file the objection or response under seal.

Ultimately, the Debtors believe that the Seal Procedures are
necessary to ensure the confidentiality of the sensitive
commercial information contained in the Acquisition Motion so as
to permit the Proposed Acquisition to occur and to not prejudice
the Debtors in potential future negotiations with other
acquisition targets.  By providing the Acquisition Motion to the
notice party, the Debtors believe that all principal stakeholders
in these cases will have an opportunity to fully review and
assess the Proposed Acquisition. (USG Bankruptcy News, Issue No.
54; Bankruptcy Creditors' Service, Inc., 609/392-0900)


VIALINK COMPANY: Notes' Maturity Extended Until April 9, 2004
-------------------------------------------------------------
The viaLink Company reported that it had extended the maturity
dates for each of the notes due October 9, 2003 with a total
principal balance of $1.3 million.

The maturity dates were extended to April 9, 2004 through the
issuance of new notes in the same form, as filed with the
Company's Current Report with the SEC, dated April 10, 2003.

The maturing notes were surrendered to the Company in exchange for
the new notes and payment of all interest due under the maturing
notes paid in common stock through September 30, 2003 and in cash
for the period from October 1 through October 9, 2003. The notes
bear interest at an annual rate of ten percent (10%) and mature
upon the earlier of six months from the issuance date or a
triggering event as defined in the notes. The Company expects that
it will extend the maturity dates for the remaining notes
outstanding on the same terms and conditions and in that event
will periodically report such extensions.

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

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

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

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

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

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

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

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


WEIRTON STEEL: Projected Distribution to Creditors Under Plan
-------------------------------------------------------------
Weirton and its professionals have conducted an analysis of all
its scheduled claims.  D. Leonard Wise, Chief Executive Officer
of Weirton Steel Corporation, relates that the estimated Allowed
Claims and Allowed Interests and projected distribution represent
the best estimates Weirton and its professionals determined,
based on the information available to them:

   Class and                        Allowed         Projected
   Type of Claim                Estimated Amounts   Distribution
   -------------                -----------------   ------------
   Administrative                    $60,000,000        100%

   Professional Fees                   9,000,000        100%

   DIP Facility                      175,000,000        100%

   U.S. Trustee Fees                      12,000        100%

   Priority Tax                        4,600,000        100%

   Class 1
   Section 507(a) Priority Claims      6,600,000        100%

   Class 2
   Secured Tax Claims                  4,600,000        100%

   Class 3
   Mechanics Lien Claims               1,800,000        100%

   Class 4
   Miscellaneous Secured Claims        3,000,000        100%

   Class 5
   Secured 2002 Exchange Note and
   Secured Pollution Control
   Bonds Claims                      145,590,300        TBD

   Class 6
   General Unsecured Claims          600,000,000        TBD

   Class 7
   Section 1114 Termination Claims   400,000,000        TBD

   Class 8
   Preferred Stock Interests                 N/A        None

   Class 9
   Common Stock Interests                    N/A        None

   Class 10
   Securities Claims                     Unknown        None
(Weirton Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


WESTERN WIRELESS: Will Host 3rd-Quarter Conference Call on Thurs
----------------------------------------------------------------
Western Wireless Corporation (Nasdaq:WWCA) will host its third
quarter 2003 financial results conference call at 1:30 p.m. PST on
Thursday October 23, 2003. Those wishing to participate in the
call should dial 888/396-9185, 10 minutes prior to the start of
the call. The passcode is the phrase "Western Wireless".

A separate dial-up replay number will be available beginning at
3:30p.m. PST on Thursday, October 23, 2003 and will be accessible
through midnight PST on Friday, October 31, 2003. The replay
number is 800/568-9796 and the access code is 3703.

In addition, the call and subsequent replay can both be accessed
through the company's Web site at http://www.wwireless.com

Western Wireless Corporation, located in Bellevue, Washington, was
formed in 1994 through the merger of previously unrelated rural
wireless companies. Following the merger, Western Wireless
continued to invest in rural cellular licenses, acquired six PCS
licenses in the original auction of PCS spectrum in 1995 through
its VoiceStream subsidiary, and made its first international
investment in 1996. Western Wireless went public later in 1996 and
completed the spin-off of VoiceStream in 1999. Western Wireless
now serves over 1.2 million subscribers in 19 western states under
the Cellular One(R) and Western Wireless(R) brand names. Through
its subsidiaries and operating joint ventures, Western Wireless is
licensed to offer service in eight foreign countries.

The Company's restated March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $508 million, while its
restated June 30, 2003 balance sheet shows a total shareholders'
equity deficit of about $465 million.


WOLVERINE TUBE: Will Publish Third-Quarter Results on October 31
----------------------------------------------------------------
Wolverine Tube, Inc. (NYSE: WLV) plans to report earnings for the
third quarter and nine months ended September 28, 2003, on Friday,
October 31, 2003.

A news release and supporting financial data will be released to
the news wire services and the New York Stock Exchange before the
market opens, and a conference call will be held at 9:30 a.m.
Central (10:30 a.m. Eastern) on October 31, 2003.  The full text
of the earnings news release and supporting financial data will be
available prior to the start of this call on the Company's Web
site -- http://www.wlv.com-- in the Investor Relations section  
under the "Press Releases" link.

To listen, please dial in to the conference call line at (800)
311-9402 Access Code: Wolverine, ten minutes prior to the
scheduled start time.  This conference call will also be broadcast
live on the Internet. A link to the broadcast can be found on the
Company's Web site at http://www.wlv.com in the Investor  
Relations section under the "Conference Calls" link.  If you are
unable to participate at this time, a replay will be available
through November 14, 2003, on this website or by dialing (800)
858-5309 (US) or (334) 323-7226 (International) Access Code: 40179
Pass Code:  40179.

Wolverine Tube, Inc. (S&P, BB- Corporate Credit Rating, Negative
Outlook) is a world-class quality partner, providing its customers
with copper and copper alloy tube, fabricated products, metal
joining products as well as copper and copper alloy rod, bar and
other products.  Internet addresses: http://www.wlv.comand  
http://www.silvaloy.com  


WORLDCOM INC: Court Approves $33-Mill. Asset Sale to Bracebridge
----------------------------------------------------------------
At the conclusion of the auction, and after consultation with the
Official Committee of Unsecured Creditors, the Worldcom Debtors
determined that the offer received from Bracebridge Corporation,
an affiliate of MBNA, Inc., is the highest and best offer for the
Wyndham Lane Property.  

The Final Auction Offer consists of a $33,000,000 sale price on
the terms and conditions set forth in a Real Estate Purchase
Contract between MCI WorldCom Network Services, Inc. and
Bracebridge.  The Final Auction Offer bested the $20,000,000 offer
from Citigroup Technology Inc.

Bracebridge wired $2,000,000 as good faith deposit for the
Wyndham Lane Property.  The Deposit is kept in an escrow account
with Chicago Title Insurance Company, as escrow agent.

At the Sale Hearing, Judge Gonzalez confirmed the Debtors'
determination and authorized the sale of the Wyndham Lane
Property to Bracebridge, free and clear of liens, claims and
encumbrances.  The transaction is exempt from any transfer, stamp
or similar tax.

The Debtors are permitted to pay $745,000 to Hilco Real Estate
LLC, their real estate consultant.  Judge Gonzalez also
authorized the Debtors to assign to Bracebridge their rights
under the Right of First Refusal Agreement dated December 7,
1999.  (Worldcom Bankruptcy News, Issue No. 39; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


WRC MEDIA: Names New Executives and Creates New Operating Unit
--------------------------------------------------------------
New executive appointments and the creation of a new operating
unit, WRC Consumer and Sponsored Publishing, were announced
Wednesday.

Martin E. Kenney, Chief Executive Officer said, "Our customers,
K-12 schools and libraries nationwide, are facing unprecedented
challenges and an uncertain environment.  While educators are
being held accountable for ever-increasing standards of learning
for all children, as required by the No Child Left Behind
legislation, falling tax revenues and competing spending
priorities have put enormous pressure on state and local budgets.  
Yet, with such challenges come powerful opportunities for
innovation and growth."

Mr. Kenney continued, "This challenging environment requires new
flexibility, a different operating infrastructure, and better
internal communications and cooperation.  Today we are responding
to these unprecedented challenges and opportunities with a new
executive organization designed to work with you to build on our
considerable talent, market position, and vast potential to
fulfill our commitment to investors, customers, and employees.  We
are pleased to announce the formation of a new operating unit, WRC
Consumer and Sponsored Publishing.  This new operating group will
allow us to adapt and focus on our many brand and market
opportunities, consistent with our heritage, creating new,
accelerated growth in educational publishing and media.

"The mission of WRC Consumer and Sponsored Publishing is to
continue to grow WRC Media sales.  It will mine the value of our
brands and grow our consumer business through alternative outlets
and alliances as we have done with our successful program with
QVC.  Through your imaginative and creative efforts this success
will be repeated."

In addition, the following appointments are effective immediately.

Richard Nota, vice president of finance.  Mr. Nota will have
overall financial management responsibilities including finance
and accounting, and investor relations.

Rajeev Puri, president of CompassLearning.  Prior to this
appointment, Mr. Puri served as general manager of
CompassLearning, and led business development, and served as chief
technology officer of WRC Media.  He successfully integrated the
web-delivered assets of ChildU into a vibrant, new, product line,
CompassLearning Odysseyb, and will continue to identify and
implement other opportunities.

Robert J. Jackson, president of World Almanac Education Group.  
Mr. Jackson will be charged with identifying growth and profit
opportunities for all WAEG assets including World Almanac
Education Library Services, Facts On File, and Gareth Stevens.

Peter Esposito, president of WRC Consumer and Sponsored Publishing
and executive vice president of marketing and sales for WRC Media.  
Mr. Esposito will be responsible for the development of new
markets and sales channels for all of WRC Media.

Emily Swenson, president, Weekly Reader.  Ms. Swenson, previously
an executive of Children's Television Workshop (CTW), best known
as the producers of Sesame Street, where she served as executive
vice president and chief operating officer.  She will continue to
develop value from our Weekly Reader subscriber base, grow
circulation, and expand its reach through new publications and
media partnerships.

Kevin Brueggeman, president of American Guidance Service.  Prior
to joining AGS, Mr. Brueggeman was President and Chief Operating
Officer of Experior Assessments, an examination and licensing
service.  He will continue to develop the established base of
business and deep customer loyalty of AGS.

Robert Evanson will join WRC Media in an advisory capacity to
examine our financial, reporting, investments, and operating
infrastructure.  For over twenty-five years, Mr. Evanson has
distinguished himself as an industry leader serving in senior
positions including CFO at Harcourt and CEO of McGraw-Hill
Education and Professional Publishing.

Michael Carroll will serve as an advisor to WRC Media in
developing a strong, responsive human resources function that
encourages innovation with accountability.  Mr. Carroll has
extensive experience in human resources in publishing, having held
senior positions at Disney, Rodale Press and Simon & Schuster.

Robert Lynch, executive vice president, chief operating officer,
and director, has resigned.

Mr. Kenney concluded, "We are committed to continued market
leadership and delivering on our promise and our potential.  While
the environment in which we are operating is unprecedented, we
have assembled and redeployed our exceptional leadership and
augmented it with seasoned, industry and functional experts, to
meet the challenge.  I am confident that the newly assembled
executive committee will serve our customers and employees well.  
I know, as I have always known, I can count on your support to
continue our core mission of developing exemplary multiple media
educational products and services that produce measurable gains
for learners everywhere."

WRC Media Inc. (S&P, B+ Corporate Credit Rating, Negative), a
leading publishing and media company, creates and distributes
innovative supplementary educational materials for the school,
library, and home markets. WRC Media's product suite includes some
of the best-known brands in education, recognized for their
consistent high quality and proven effectiveness.


* BOOK REVIEW: Competitive Strategy for Health Care
               Organizations: Techniques for Strategic Action
-------------------------------------------------------------
Authors: Alan Sheldon and Susan Windham
Publisher: Beard Books
Softcover: 190 pages
List Price:  $34.95
Review by Francoise C. Arsenault

Order your personal copy today at

http://www.amazon.com/exec/obidos/ASIN/1587981351/internetbankrupt

Competitive Strategy for Health Care Organizations: Techniques for
Strategic Action is an informative book that provides practical
guidance for senior health care managers and other health care
professionals on the organizational and competitive strategic
action needed to survive and to be successful in today's
increasingly competitive health care marketplace. An important
premise of the book is that the development and implementation of
good competitive strategy involves a profound understanding of
change. As the authors state at the outset: "What may need to be
done in today's environment may involve great departure from the
past, including major changes in the skills and attitudes of
staff, and great tact and patience in bringing about the necessary
strategic training."

Although understanding change is certainly important in most
fields, the authors demonstrate the particular importance of
change to the health care field in the first and second chapters.
In Chapter 1, the authors review the three eras of medical care
(individual medicine, organizational medicine, and network
medicine) and lay the groundwork for their model for competitive
strategy development. Chapter 2 describes the factors that must be
taken into account for successful strategic decision-making. These
factors include the analysis of the environmental trends and
competitive forces affecting the health care field, past, current,
and future; the analysis of the competitive position of the
organization; the setting of goals, objectives, and a strategy;
the analysis of competitive performance; and the readaptation of
the business, if necessary, through positioning activities,
redirection of strategy, and organizational change.

Chapters 3 through 7 discuss in detail the five positioning
activities that are part of the model and therefore critical to
the development and implementation of a successful strategy:
scanning; product market analysis; collaboration; restructuring;
and managing the physician. The chapter on managing the physician
(Chapter 7) is the only section in the book that appears dated
(the book was first published in 1984). In this day of physician-
owned hospitals and physician-backed joint ventures, it is
difficult to envision the physician in the passive role of "being
managed." However, even the changing role of physicians since the
book's first publication correlates with the authors' premise that
their model for competitive strategic planning is based exactly on
understanding and anticipating change, which is no better
illustrated than in health care where change is measured not in
years but in months. These middle chapters and the other chapters
use a mixture of didactic presentation, graphs and charts,
quotations from famous individuals, and anecdotes to render what
can frequently be dry information in an entertaining and readable
format.

The final chapter of the book presents a case example (using the
"South Clinic") as a summary of many of the issues and strategic
alternatives discussed in the previous chapters. The final chapter
also discusses the competitive issues specific to various types of
health care delivery organizations, including teaching hospitals,
community hospitals, group practices, independent practice
associations, hospital groups, super groups and alliances, nursing
homes, home health agencies, and for-profits. An interesting quote
on for-profits indicates how time and change are indeed important
factors in strategic planning in the health care field: "Behind
many of the competitive concerns.lies the specter of the for-
profits. Their competitive edge has lain until now in the
excellence of their management. But developments in the past half-
decade have shown that the voluntary sector can match the for-
profits in management excellence. Despite reservations that may
not always be untrue, the for-profit sector has demonstrated that
good management can pay off in health care. But will the voluntary
institutions end up making the same mistakes and having the same
accusations leveled at them as the for-profits have? It is
disturbing to talk to the head of a voluntary hospital group and
hear him describe physicians as his potential competitors."

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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.

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for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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