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        T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, October 20, 2003, Vol. 7, No. 207   

                          Headlines

ABOVENET INC: Closes Exercise Period on $50 Million Rights Offer
ACTERNA: Court Clears Run-Off DO&E Liability Insurance Purchase
ADVANCED ENERGY: Third-Quarter Net Loss Balloons to $27 Million
AGERE: Will Webcast Presentations from Analyst Event on Nov. 12
ALLIS-CHALMERS: Wells Fargo Discloses 7.1% Equity Stake

AMERICAN PLUMBING: Section 341(a) Meeting Convenes on Nov. 17
ANC RENTAL: Cries Foul Over Deutche Bank's Attempt to Stall Sale
ASPECT COMMS: Third-Quarter 2003 Results Show Marked Improvement
BUDGET GROUP: Exclusive Solicitation Period Expires on Dec. 31
CABLE SATISFACTION: Court Extends CCAA Protection Until Jan 2004

COMM 2000-FL3: Fitch Takes Rating Actions on Ser. 2000-FL3 Notes
CONSECO FINANCE: Series 1999-H Notes Rating Cut to Default Level
CONSECO INC: Insurance Units Get 'B' FS Rating from A.M. Best
CONTINENTAL AIRLINES: S&P Revises 'B' Rating Outlook to Stable
CRITICAL PATH: Will Publish Third-Quarter Results on November 11

CTC COMMS: Bankruptcy Court Approves Disclosure Statement
DAEWOO MOTOR: Bankruptcy Court Confirms Reorganization Plan
DOUBLECLICK INC: Reports 3rd Consecutive GAAP Profitable Quarter
DUANE READE: Weakening Credit Measures Spur S&P to Cut Ratings
DUANE READE: Will Broadcast Q3 Conference Call on Thursday

DOBSON COMMS: Sets 3rd Quarter 2003 Conference Call for Nov. 10
DURA AUTOMOTIVE: S&P Forecasts Delayed Improvement on Finances
DVI RECEIVABLES: September Servicing Reports Released
EAGLEPICHER: EPPS Receives $1.8MM in Late-Stage Dev't Contracts
EAST COAST POWER: Senior Sec. Notes Rating Up to BBB- from BB+

EDISON MISSION: S&P Places Corp. Credit Rating on Watch Negative
EDISON MISSION MIDWEST: Low-B Level Ratings Put on Watch Neg.
ELCOM INT'L: Receives Additional Funding Via Private Placement
ENERGY VISIONS: Inks Deal with Rabih for Pure Energy Acquisition
ENRON CORP: Seeks Approval for 360networks Settlement Agreement

EXIDE: Committee Seeks Clarification on Counsel's Compensation
GLIMCHER REALTY: Closes Sale of Community Center for $3.75 Mill.
GLOBAL CROSSING: Court Expunges $1.4-Mil. Share Ownership Claims
GREAT LAKES AVIATION: Reports Slight Decrease in Sept. Traffic
INAMED CORP: Will Publish Third-Quarter Results on October 29

INTEGRATED HEALTH: Demands $4.5Mil. Severance Pay from Briarwood
INTERMET CORP: Red Ink Continued to Flow in Third Quarter 2003
INTERSTATE BAKERIES: Initiates Comprehensive Reorganization Plan
KAISER ALUMINUM: Seeks Clearance for Burlington Settlement Pact
KASPER A.S.L.: Court to Consider Reorganization Plan on Nov. 19

LABRANCHE: LT Counterparty Credit Rating Drops a Notch to BB
LAND O'LAKES: Denies Involvement in Negotiations with Saputo Inc
LA QUINTA: Continues Expansion With the Opening of 6 New Hotels
LEAP: Court OKs Crickets' Assumption of Amended Cell Site Leases
LODGENET ENTERTAINMENT: Net Capital Deficit Widens to $122 Mill.

LTV CORP: Files Joint Plan & Disclosure Statement in Ohio
MCDERMOTT INT'L: Look for September Quarter Results on Nov. 4
METALDYNE: B Rating Assigned to Proposed $100M Sr. Secured Notes
MIDWEST FUNDING: S&P Puts BB- Sr. Sec. Facility Rating on Watch
MIDWEST GENERATION: S&P Keeps Neg. Watch on BB- Notes Rating

MIRANT CORP: Court Gives Interim Nod on KPMG LLP's Retention
NAVISITE INC: Names Thomas Evans to Company's Board of Directors
NET PERCEPTIONS: Fails to Comply with Nasdaq Listing Guidelines
NEXTEL COMMS: Q3 2003 Results Reflect Debt Retirement Charges
NEXTEL COMMS: Plans to Redeem 9.95% Senior Serial Discount Notes

NEXTEL COMMS: Offering $500MM of 6.875% Senior Redeemable Notes
NIMBUS: Retains Jack A. Smith to Develop Business Opportunities
NRG ENERGY: NRG McClain Obtains Nod for $5Mil. OG&E Break-Up Fee
ORBITAL IMAGING: Plan Confirmation Hearing Commences on Oct. 24
PEREGRINE SYSTEMS: Revises Settlement with Class 9 Claimants

PETROLEUM GEO-SERVICES: Shareholders Approve Amended Reorg. Plan
PETROLEUM GEO: Reveals Proposed Slate of Board Candidates
PLANVISTA: Files SEC Form 8-K Updating Capital Stock Description
QWEST COMMS: Completes Restatement of 2001 and 2002 Financials
QWEST: FCC Fails to Fix the Universal Service High Cost Fund

RUSSELL CORP: Sets Q3 Earnings Conference Call for October 30
SECURITY INTELLIGENCE: Auditors Air Going Concern Uncertainty
SEMCO ENERGY: Board of Directors Declares Quarterly Dividend
SEPRACOR INC: Pioneer Global Asset Reports 5.3% Equity Stake
SK GLOBAL: Arab Banks Relent & Will Sell Loans at a Discount

SMARTIRE SYSTEMS: July 31 Year-End Net Loss Balloons to $10 Mil.
SMTC CORP: Names John E. Caldwell as Interim President & CEO
SOLUTIA INC: Initiates Debt Restructuring Talks with Bondholders
SPECIAL METALS: Court Confirms Joint Plan of Reorganization
TENFOLD CORP: Names Robert Kier as Vice President of Marketing

TENNECO AUTOMOTIVE: Plans to Close Birmingham, England Facility
THAXTON GROUP INC: Case Summary & 28 Largest Unsecured Creditors
TOWER AUTOMOTIVE: Poor Q3 Results Prompt S&P's Neg Ratings Watch  
TRITON PCS: Third-Quarter Teleconference Call Set for October 30
UNIVERSAL COMMS: Completes Acquisition of Millenium Electric

US AIRWAYS: Settles Wilmington Trust Co. Claims
VANTAGEMED CORP: SEC Inquiry into Accounting Reaches Resolution
WACKENHUT CORRECTIONS: Renews Delaware County Jail Contract
WARP TECHNOLOGY: Recurring Losses Prompt Going Concern Doubts
WESTPOINT: Asks Court to Stretch Plan Filing Time Until Mar. 29

WHEELING-PITTSBURGH: Steve Sorvold to Head Wheeling Corrugating
ZEGARA'S FRESH MARKETS: Case Summary & 20 Unsecured Creditors

* BOND PRICING: For the week of October 20 - 24, 2003

                          *********

ABOVENET INC: Closes Exercise Period on $50 Million Rights Offer
----------------------------------------------------------------
AboveNet, Inc., the leading provider of optical infrastructure
services for unconstrained information exchange, announced that on
October 9 the exercise period on the Company's previously
announced offering of rights exercisable for $50 million in common
stock of the Company closed.

The Rights Offering was substantially over-exercised at its
closing. As a result, the Company believes that it will raise the
full $50 million from the sale of its common stock.

Under the terms of Rights Offering, AboveNet offered rights
exercisable for up to 1,669,210 shares of common stock of the
Company. Due to the over-exercise of the offering, the Company is
required to cutback the rights exercised by each holder of claims
and allocate the rights in accordance with terms of the Rights
Offering. Further, the Company believes that the 50% deposit
provided by each Rights Offering participant should be sufficient
to cover each such participant's exercise price. The Company plans
to deliver the common stock sold under the Rights Offering and to
return any excess deposits as soon as practicable, but anticipates
that this may not occur until November.

As previously announced, AboveNet emerged from bankruptcy on
September 8, 2003. The Rights Offering was required by, and was
conducted in accordance with, the Company's Plan of
Reorganization, the Confirmation Order approved by the Bankruptcy
Court on August 21, 2003 and the Notice of Rights filed with the
Bankruptcy Court and distributed to the rights offering
participants. The Rights Offering was open to certain holders of
claims against the Company as of August 21, 2003.

Certain entities affiliated with the Company, Fiber LLC (an entity
owned by Craig McCaw), the Kluge Trust (a trust associated with
John Kluge) and funds managed by Franklin Mutual Advisers,
participated in the Rights Offering.

AboveNet, Inc. is the leading provider of network infrastructure
services that enable unconstrained information exchange within and
between businesses. AboveNet builds and operates an office-to-
office, 100-percent optical network enabling customers to create
an efficient, cost-effective network that breaks economic and
performance barriers imposed in the last mile by complex legacy
telecom infrastructures. With the most extensive metropolitan
optical network in the world, data centers throughout the US and
Europe, top quality managed services and a high-performance IP
network, AboveNet is able to offer the most flexible and complete
information exchange solutions in the industry.

An aggressive and agile player in the industry, AboveNet provides
security, performance, scalability and reliability in a wealth of
interconnected services designed to facilitate information
exchange. The Company's metropolitan fiber network provides the
foundation for its offerings. This all optical metropolitan
network, combined with AboveNet's portfolio of integrated
solutions, enable enterprise customers to rise above legacy
networks to create truly customized networks that enable the real-
time information exchange when and how it's needed.


ACTERNA: Court Clears Run-Off DO&E Liability Insurance Purchase
---------------------------------------------------------------
The Acterna Corp. Debtors sought and obtained the Court's
authority to purchase run-off director, officer and employee
liability insurance for the six-year period after their emergence
from Chapter 11 and to pay all premiums associated with it.  Paul
M. Basta, Esq., at Weil, Gotshal & Manges LLP, in New York,
informs the Court that the DO&E Run-Off Insurance Policy has an
aggregate amount of $15,000,000 coverage and has a $2,000,000
premium.  The $15,000,000 coverage is a "fresh aggregate" policy,
which means that the entire stated coverage is dedicated to run-
off coverage, and not subject to offset for claims already made.

       The Debtors' Director and Officer Liability Policies

By a May 6, 2003 Order, the Court authorized the Debtors to
maintain and continue their insurance policies, including all
necessary renewals and replacements, in the ordinary course of
business, without the need for subsequent Court approval.

Before the Petition Date, the Debtors purchased a directors and
officers liability insurance policy from National Union Fire
Insurance Company of Pittsburgh, Pennsylvania.  The DO&E Policy
period runs from January 23, 2003 until January 24, 2004.  The
DO&E Policy contains:

   * a primary policy with a $15,000,000 limit on liability, for
     which the Debtors paid a $1,900,000 premium; and

   * excess policies providing for an additional $50,000,000
     coverage, for which the Debtors paid an additional
     $4,900,000, for a total annual premium of $6,800,000.

The policy not only covers directors and officers, but also
all the Debtors' employees.

As is typical of director and officer liability insurance, the
DO&E Policy is a "claims made policy."  Thus, the DO&E Policy
only generally provides insurance coverage for directors,
officers and employees for certain claims that are asserted
against them during the term of the policy and reported during
the policy period.

Pursuant to the terms of the DO&E Policy, upon a "Change of
Control" of Acterna Corporation, there is no coverage afforded by
any provision of the DO&E Policy for any actual or alleged act or
omission occurring before or after the Change of Control if the
claim is made after the DO&E Policy expiry on January 23, 2004.

As defined in the DO&E Policy, a Change of Control includes:

   a) if Acterna will consolidate with, merge into, or sell all
      or substantially all of its assets to any other person or
      entity or group of persons or entities acting in concert;
      or

   b) any person or entity or group of persons or entities acting
      in concert will acquire management control of Acterna.

According to Mr. Basta, although the DO&E Policy will not provide
coverage for claims arising from wrongful acts occurring
subsequent to a Change of Control, the DO&E Policy will
nevertheless generally continue in effect with respect to claims
arising from wrongful acts occurring before the Change of
Control, as long as these claims are reported to the carrier
before the expiration of the policy on January 23, 2004.

              Efforts to Obtain the Most Appropriate
                    Terms for Run-Off Coverage

Under the Plan, the Debtors' officers and employees will continue
to serve in their capacities after the Effective Date.  The
Continuing Officers and Employees do not have the benefit of
indemnification agreements that are being assumed under the Plan.
Accordingly, any claim for indemnification of the Continuing
Officers and Employees for prepetition conduct will likely be
deemed a prepetition claim.  To induce the Continuing Officers
and Employees to remain with the Reorganized Debtors and to
provide the departing Board of Directors with sufficient time to
assert claims under the claims made policy, the Debtors will
purchase the DO&E Run-Off Insurance Policy.

The Debtors were acutely aware of coverage costs in relation to
the risk being protected and the benefit to the Debtors' estates.  
Specifically, the Debtors' Plan, which is supported by their
Senior Lenders and the Official Committee of Unsecured Creditors,
provides for a release of derivative claims against officers and
directors and a standard exculpation for postpetition conduct.  
Based on these provisions, the primary risk to the Continuing
Officers and Employees and the Board of Directors is for third-
party claims, which are not being released under the Plan.

The Debtors directed their advisors to perform an analysis
regarding the general practice of Chapter 11 debtors with respect
to the purchase of run-off coverage.  The analysis showed that
virtually all Chapter 11 debtors purchase some form of run-off
coverage.  Mr. Basta notes that while many companies treat the
purchase of run-off coverage as an ordinary course expense for
which Court approval is not required, certain companies chose to
seek court approval.  With these precedents in mind, the Debtors
engaged in discussions regarding the purchase of run-off
director, officer and employee liability insurance that would
cover their existing directors, officers and employees for the
period subsequent to a Change of Control for a period of six
years after emergence.

The Debtors, with the help of AON, their insurance broker,
contacted 13 insurance companies for coverage.  Seven of those
companies declined to offer run-off coverage.  Of the six
companies that offered run-off coverage, only five companies
offered a policy with a "fresh aggregate."  After weeks of
negotiation, the best terms available were offered by XL
Specialty Insurance Company.

The coverage under the DO&E Run-Off Policy would commence
on the effective date of the Debtors' Plan and would initially
provide $10,000,000 of liability coverage, in addition to the
existing $65,000,000 in coverage, through the expiration date for
the existing DO&E Policy.  The policy would then provide
$15,000,000 in "fresh aggregate" coverage for the Debtors'
directors, officers and employees with respect to claims arising
from alleged conduct that are asserted during the six years
subsequent to the Plan's effective date.  The premium for the
DO&E Run-Off Insurance Policy is $2,000,000, which is payable in
a lump sum, on or before the Debtors' emergence from Chapter 11.

The Court approved the purchase of the DO&E Run-Off Insurance
Policy pursuant to Section 363 of the Bankruptcy Code.
Section 363(b)(1) provides that "[t]he trustee, after notice and
a hearing, may use, sell or lease, other than in the ordinary
course of business, property of the estate."  The use, sale, or
lease of property of the estate, other than in the ordinary
course of business, is authorized when there is a "sound
business purpose" that justifies the action.

Mr. Basta explains that a sound business purpose exists to
purchase the DO&E Run-Off Insurance Policy at this time.  The
purchase of DO&E run-off insurance is a standard corporate
practice, which is necessary to attract and to retain qualified
directors, officers and employees.  In today's market, highly
competent persons have become more reluctant to serve as
directors or officers unless they are provided with adequate
protection through insurance against inordinate risks of personal
claims and actions against them arising out of their service to
and activities on behalf of the corporations they serve.

Furthermore, the Debtors recognize that, in the wake of numerous
corporate scandals, the costs associated with obtaining DO&E run-
off insurance have increased, even for companies like theirs,
where there is no allegation of misconduct.  However, cost alone
cannot be determinative of the Debtors' business judgment.  The
costs associated with the DO&E Run-Off Insurance Policy is the
product of extensive negotiation and the level of coverage
provided is appropriate under the circumstances.  Moreover, the
costs of obtaining the run-off policy, when combined with the
costs of the post-emergence DO&E policy, are within the amounts
already set forth in the Debtors' budget, which has been provided
to the agent for the Senior Lenders and the Official Committee of
Unsecured Creditors.

The purchase of the run-off coverage is often simpler and more
economical than assuming an indemnification agreement and the
elevation of claims to administrative status that would accompany
the assumption, Mr. Basta concludes. (Acterna Bankruptcy News,
Issue No. 12; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ADVANCED ENERGY: Third-Quarter Net Loss Balloons to $27 Million
---------------------------------------------------------------
Advanced Energy (Nasdaq: AEIS) reported financial results for the
third quarter ended September 30, 2003.

Revenue for the third quarter of 2003 decreased 3 percent to
$68.6 million, compared to third quarter 2002 revenue of $70.7
million. Revenue for the third quarter of 2003 increased 9 percent
compared to second quarter 2003 revenue of $62.9 million.

Net loss for the third quarter of 2003 was $27.4 million or $0.85
per share including pre-tax charges of $2.2 million related to
restructuring charges and an intangible asset impairment, and a
non-cash charge of $22.4 million related to the Company's net
deferred tax asset.  The third quarter 2003 net loss compares to
the third quarter 2002 net loss of $5.6 million or $0.17 per
share, and the second quarter 2003 net loss of $5.8 million or
$0.18 per share.

Sales for the nine months ended September 30, 2003 were $187.7
million compared to $181.5 million for the first nine months of
2002.  Net loss for the 2003 nine-month period was $41.8 million,
or $1.30 per share, compared to a net loss of $19.4 million, or
$0.61 per share for the 2002 nine-month period.

Doug Schatz, chairman, president and chief executive officer,
said, "The third quarter results met our expectations for moderate
sequential improvement based on improving order trends and share
gains in several end markets.  Sales to the flat panel display,
data storage and architectural glass markets all posted double-
digit growth sequentially. Our technology lead is being validated
across our end markets through continued design wins and share
gains in both our power and flow product lines.

"We are continuing to see modestly improving industry conditions.
However, based on the fact that the fourth quarter will include
industry-wide shutdowns, including three weeks at AE, we
anticipate a fourth quarter sales level similar to that of the
third quarter," said Mr. Schatz.

Based on information currently available, the Company expects
fourth quarter revenues to be relatively flat compared to the
third quarter of 2003, and a loss per share range of $0.14 to
$0.16, which assumes no tax benefit from the loss.

Advanced Energy (S&P, B+ Corporate Credit and B- Subordinated Debt
Ratings, Negative) is a global leader in the development and
support of technologies critical to high-technology manufacturing
processes used in the production of semiconductors, flat panel
displays, data storage products, compact discs, digital video
discs, architectural glass, and other advanced product
applications.

Leveraging a diverse product portfolio and technology leadership,
AE creates solutions that maximize process impact, improve
productivity and lower cost of ownership for its customers.  This
portfolio includes a comprehensive line of technology solutions in
power, flow, thermal management, plasma and ion beam sources, and
integrated process monitoring and control for original equipment
manufacturers and end-users around the world.

AE operates in regional centers in North America, Asia and Europe
and offers global sales and support through direct offices,
representatives and distributors.  Founded in 1981, AE is a
publicly held company traded on the Nasdaq National Market under
the symbol AEIS.  For more information, visit AE's corporate Web
site: http://www.advanced-energy.com


AGERE: Will Webcast Presentations from Analyst Event on Nov. 12
---------------------------------------------------------------
Agere Systems (NYSE: AGR.A, AGR.B) announced that President and
CEO John Dickson and other members of Agere's leadership team
would present at the company's Analyst Day on Wednesday,
November 12, 2003, from 9:00 a.m. to 4:00 p.m. EST. The
presentations will be webcast live over the Internet at
http://www.agere.com/webcast  After the conference, a replay of  
the webcast will be available on the Agere Web site at
http://www.agere.com/webcast

Agere Systems, whose $220 million Convertible Notes are rated by
Standard & Poor's at 'B', is a premier provider of advanced
integrated circuit solutions that access, move and store network
information. Agere's access portfolio enables seamless network
access and Internet connectivity through its industry-leading
WiFi/802.11 solutions for wireless LANs and computing
applications, as well as its GPRS offering for data-capable
cellular phones. The company also provides custom and standard
multi-service networking solutions, such as broadband Ethernet-
over-SONET/SDH components and wireless infrastructure chips, to
move information across metro, access and enterprise networks.
Agere is the market leader in providing integrated circuits such
as read-channel chips, preamplifiers and system-on-a-chip
solutions for high-density storage applications. Agere's
customers include the leading PC manufacturers, wireless
terminal providers, network equipment suppliers and hard-disk
drive providers.  More information about Agere Systems is
available from its Web site at http://www.agere.com


ALLIS-CHALMERS: Wells Fargo Discloses 7.1% Equity Stake
-------------------------------------------------------
Wells Fargo & Company beneficially owns 1,500,000 shares of the
common stock of Allis-Chalmers Corporation, representing 7.1% of
the outstanding Allis-Chalmers common stock.  Wells Fargo holds
sole voting and dispositive powers.  The shares are issuable upon
the exercise of warrants held by Wells Fargo Energy Capital, Inc.

Allis-Chalmers Corp.'s March 31, 2003 balance sheet shows that
its total current liabilities exceeded its total current assets
by about $12 million. The Company's total shareholders' equity
further dwindled to about $826,000 due to an accumulated deficit
of about $9 million.


AMERICAN PLUMBING: Section 341(a) Meeting Convenes on Nov. 17
-------------------------------------------------------------
The United States Trustee will convene a meeting of American
Plumbing & Mechanical, Inc., and its debtor-affiliates' creditors
on November 17, 2003, at 1:00 p.m., in San Antonio Room 333 at the
U.S. Post Office Building, 615 E. Houston St., in San Antonio,
Texas.  This is the first meeting of creditors required under 11
U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Round Rock, Texas, American Plumbing &
Mechanical, Inc. and its affiliates provide plumbing, heating,
ventilation and air conditioning contracting services to
commercial industries and single family and multifamily housing
markets.  The Company filed for chapter 11 protection on October
13, 2003 (Bankr. W.D. Tex. Case No. 03-55789).  Demetra L.
Liggins, Esq., at Winstead Sechrest & Minick P.C., represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $282,456,000 in total
assets and $256,696,000 in total debts.


ANC RENTAL: Cries Foul Over Deutche Bank's Attempt to Stall Sale
----------------------------------------------------------------
Deutsche Bank Securities, Inc. ask the Court to enforce the terms
of a June 28, 2002 Consent Order authorizing ANC Rental
Corporation and its debtor-affiliates to enter into a series of
securitization transactions with Deutsche Bank.

In the alternative, Deutsche Bank seeks clarification of a
September 3, 2003 Order authorizing and approving the sale of the
Debtors' assets to Cerberus Capital Management LP.

The closing of the Cerberus Sale is scheduled to take place this
month.  The Debtors are required to obtain Deutsche Bank's
written consent before consummating the transaction.  

But Richard H. Cross, Esq., in Wilmington, Delaware, says that
the Debtors have neither obtained nor requested Deutsche Bank's
express written consent to the sale of ARG Funding Corp. II, a
wholly owned special purpose subsidiary of ANC Rental Corporation
established for the purpose of financing the rental car fleet of
certain ANC subsidiaries, as well as the Lessor SPEs.  The
failure to obtain the consent constitutes a default under the
June 28, 2002 Consent Order.  Further, the Consent Order
specifically confers standing on Deutsche Bank "to appear, be
heard, and to enforce rights and remedies on its own
application".

Deutsche Bank wants the Court to clarify that the Sale Order
requires its consent consistent with the Consent Order.

"In this case, there can be no question that the Debtors have
ignored the consent requirement as contained in the Consent Order
and to permit consummation of the sale of ARG II and the Lessor
SPEs would render this Court's prior order meaningless," Mr.
Cross says.

                       Debtors Object

Janice Mac Avoy, Esq., at Fried, Frank, Harris, Shriver &
Jacobson, in New York, tells the Court that although Deutsche
Bank studiously avoids mentioning in its current request,
Deutsche Bank previously demanded payment of certain claimed
administrative expenses relating to an alleged Termination Fee.  
Recognizing the invalidity of its claim for the Termination Fee,
Deutsche Bank has now, in a blatant attempt at extortion,
belatedly sought to collaterally attack the Court's prior order
approving the Sale -- despite its express consent to the Sale at
the Sale Hearing.

Apparently, Ms. Avoy points out, Deutsche Bank hopes that by
attempting to disrupt the Sale, it can gain leverage in its
effort to obtain payment of a Termination Fee -- a fee that the
Debtors have previously demonstrated that Deutsche Bank is not
entitled to.  "Shockingly, Deutsche Bank waited until before the
scheduled closing of the Sale to raise this issue for the first
time.  Deutsche Bank did not raise the matter in its statement
filed in response to the Debtors' Sale Motion.  It did not raise
the matter at the Sale Hearing.  At the Sale Hearing, Deutsche
Bank's counsel affirmatively represented to the Court that
Deutsche Bank did not object to the Sale," Ms. Avoy notes.

As Deutsche Bank is aware, Cerberus plans to issue $700,000,000
in asset-backed securities at the closing.  The mere pendency of
the request, Ms. Avoy says, could affect the pricing of those
securities.  Apparently, Deutsche Bank hopes that by raising the
issue at the last minute, the potential disruption to the Sale
process will force the Debtors to agree to pay the Termination
Fee.  The Court should not countenance Deutsche Bank's use of
litigation for an improper purpose, Ms. Avoy asserts.

To the extent Deutsche Bank's improper actions do delay the
closing, it should be held accountable for any harm that results
to the Debtors.  Ms. Avoy contends that whatever claims Deutsche
Bank may have -- and it has none -- have been waived.   Deutsche
Bank is estopped from now asserting that its consent is required
to approve the Sale, by virtue of its clear representation to the
Court that it did not object to the Sale.

              Cerberus Doesn't Like It Either

Virginia Whitehill Guldi, Esq., at Zuckerman Spaeder LLP, in
Wilmington, Delaware, asserts that Deutsche Bank's request is an
improper collateral attack on the order approving the sale of the
Debtors' assets to Cerberus Capital Management LP and Vanguard
Car Rental USA Inc.  The Sale Order is now final.

Ms. Guldi recounts that Deutsche Bank appeared at the hearing to
approve the sale to Cerberus and Vanguard but neither appealed
the Sale Order, nor sought relief from it under Rule 60(b) of the
Federal Rules of Civil Procedure.  Rather, Deutsche Bank chose to
act just before the closing under the Sale Order in a plain
attempt to "extort" payment of an asserted administrative claim
for a termination fee under a postpetition fleet financing
transaction.  Deutsche Bank's representation and conduct at the
Sale Hearing constitute explicit consent and express waiver of
any objections it might have had to the transactions contemplated
by the Sale Order.  Deutsche Bank should be estopped from trying
to derail the Sale transactions. (ANC Rental Bankruptcy News,
Issue No. 40; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ASPECT COMMS: Third-Quarter 2003 Results Show Marked Improvement
----------------------------------------------------------------
Aspect Communications Corporation (Nasdaq: ASPT), the leading
provider of enterprise customer contact solutions, reported
financial results for the quarter ended September 30, 2003.

                 THIRD QUARTER FINANCIAL RESULTS

Revenues for the third quarter of 2003 totaled $92.6 million
compared to $89.4 million for the second quarter of 2003 and $96.5
million for the third quarter last year.  Software License
revenues in the third quarter of 2003 were $18.7 million compared
to $16.3 million for the second quarter of 2003 and $21.5 million
for the third quarter last year.  Hardware revenues totaled $11.6
million in the third quarter compared to $11.2 million for the
second quarter and $16.0 million for the third quarter last year.  
Software License Updates & Product Support revenues totaled $54.6
million in the third quarter compared to $53.7 million for the
second quarter and $49.7 million for the third quarter last year.  
Professional Services & Education revenues in the third quarter
were $7.8 million compared to $8.3 million for the second quarter
and $9.2 million for the third quarter last year.

Net income for the third quarter of 2003 was $10.2 million. Net
income attributable to common shareholders for the third quarter
was $8.2 million or a profit of $0.11 per share on a basic and
fully diluted basis.  This compares with a net income attributable
to common shareholders of $4.5 million or a profit of $0.06 per
share for the second quarter of 2003 and a net loss of $60.0
million or a loss of $1.14 per share for the third quarter of
2002.  Net loss for the third quarter of 2002 includes a $22.7
million restructuring charge, a $38.6 million write off of
intangible assets and a $3 million gain from the repurchase of
convertible subordinated debentures.

"We are pleased to report another great quarter for Aspect," said
Gary Barnett, Aspect Interim President and CEO. "Our strong
financial performance this quarter paired with our continued
strength in the contact center solutions space demonstrates our
commitment and ability to execute to plan. With nearly two decades
of continuous technology innovation and some of the best financial
measurements in over four years, we are optimistic that we will
continue to deliver on our commitments and grow shareholder
value."

For the third quarter of 2003, gross margins were 57.3%.  This
compares to 56.5% for the second quarter of 2003 and 11.8% for the
third quarter of 2002. Operating expenses were $39.1 million for
the third quarter of 2003 compared to $41.4 million in the second
quarter of 2003 and $72.6 million for the same period last year.

Cash, cash equivalents, and short-term investments totaled $126.7
million as of September 30, 2003.  This compares to $223.3 million
as of June 30, 2003.  On August 12, 2003, the company paid
approximately $122.8 million in cash to repurchase 99% of the
company's outstanding convertible subordinated debentures.  During
the quarter, the company generated $24.6 million in cash from
operations.  Accounts receivable at quarter-end totaled $45.6
million and days sales outstanding were 36 days compared to 38
days at June 30, 2003.

              THIRD QUARTER OPERATIONAL HIGHLIGHTS

During the quarter, the company added several new customers to its
platinum customer base, including:  Coventry Healthcare,
WellPoint, Fremont Bank, Blue Shield of California, 1-800-
MATTRESS, Government of South Africa, Suncall and NTL/Swansea
Technical Support Bureau.

Aspect's installed base of customers continued to be an important
source for new product revenues.  The company received significant
revenue from these existing Aspect customers:  Dell Computer,
Countrywide Home Loans, Sears, Yorkshire Water, Royal Bank of
Scotland, CJ Garland & Co. and Arvato Direct Service.

Aspect introduced their new "Uniphi" architecture featuring Uniphi
Connect and Aspect Call Center Version 9.  This new architecture
extends Aspect's vision of joining best-of-breed, proven
technologies into multi-product solutions allowing customers to
transition to IP at their own pace.

The company also introduced their new Iphinity Call Center and
Iphinity Workforce Management, which provides affordable, turnkey
solutions for small and medium-sized contact centers.

The company's Scheduled Callback software won the TMC Labs
Innovation Award for innovative and unique capabilities that
improve customer satisfaction.

The company announced eBiz 2003, The Aspect User Conference to be
held from October 26 - 29, 2003 at the MGM Grand in Las Vegas,
Nevada. In addition to keynote speakers, the conference will
feature breakout sessions with technology and business tracks.  
Many of Aspect's partners will offer technology demonstrations and
discussions of leading business practices.  In addition, eBiz
attendees will also be able to "test drive" Aspect's contact
center solutions and next-generation technology in hands-on
demonstrations.

                        BUSINESS OUTLOOK

The following statements are forward-looking, and actual results
may differ materially:

    -- Revenue for the fourth quarter will be flat to slightly up
       from the third quarter.

    -- The company is planning for fourth quarter earnings per
       share to be flat to slightly up from the third quarter.

    -- The company expects to continue to generate positive cash
       flow from operations.

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


BUDGET GROUP: Exclusive Solicitation Period Expires on Dec. 31
--------------------------------------------------------------
Judge Walrath extends Budget Group Inc. and its debtor-affiliates'
Exclusive Plan-Filing Period to October 2, 2003 and the Exclusive
Solicitation Period to December 31, 2003.

Judge Walrath also approves the Debtors' proposed Extension
Process.  For future extensions of the Exclusive Periods, the
Debtors will secure the consent of the Official Committee of
Unsecured Creditors, the U.K. Administrator and the U.S. Trustee
and provide a negative notice of the agreement to those parties
entitled to notice under Rule 2002 of the Federal Rules of
Bankruptcy Procedure.  Thereafter, the Exclusive Periods will be
extended without the need to file a formal request with the
Court. (Budget Group Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    


CABLE SATISFACTION: Court Extends CCAA Protection Until Jan 2004
----------------------------------------------------------------
Cable Satisfaction International Inc. (TSX: CSQ.A) announced that
its bankers have not extended the waivers pertaining to the
maturity date of the credit facility of its subsidiary Cabovisao -
Televisao por Cabo, S.A. The waivers were subject to certain
conditions, including the completion of the Company's
recapitalization and restructuring plan based on the agreement
with Capital Communications CDPQ Inc. However, on
October 14, 2003, Csii terminated the CDP agreement and entered
into a proposed new recapitalization agreement with Catalyst Fund
Limited Partnership I.

The Company also announced that it has obtained from Quebec
Superior Court an extension until January 23, 2004 of the
protection initially granted on June 27, 2003 under the Companies'
Creditors Arrangement Act. Under the motion granted by the Court,
the Company is expected to file and submit to stakeholders an
amended plan of arrangement and reorganization on or before
December 15, 2003 and hold a creditors' meeting on or before
January 16, 2004. In addition, the time to call an annual general
meeting of shareholders is extended pending further order of the
Court.

There can be no assurance that the recapitalization plan proposed
by Catalyst will be successfully completed or completed on the
terms announced by the Company on October 14, 2003.

Csii builds and operates large bandwidth (750 Mhz) hybrid fibre
coaxial networks and, through its subsidiary Cabovisao - Televisao
por Cabo, S.A. provides cable television services, high-speed
Internet access, telephony and high-speed data transmission
services to homes and businesses in Portugal through a single
network connection.

The subordinate voting shares of Csii are listed on the Toronto
Stock Exchange under the trading symbol "CSQ.A".


COMM 2000-FL3: Fitch Takes Rating Actions on Ser. 2000-FL3 Notes
----------------------------------------------------------------
Fitch Ratings upgrades COMM 2000-FL3's commercial mortgage pass-
through certificates as follows:

        -- $46.7 million class B to 'AAA' from 'AA'.

Fitch also lowers the following classes:

        -- $28.8 million class D to 'BB' from 'BBB-';
        -- $9.6 million class K-QA to 'BB+' from 'BBB+';
        -- $3.4 million class L-QA to 'BB' from 'BBB';
        -- $3.7 million class K-SR to 'BBB' from 'BBB+';
        -- $2 million class L-SR to 'BBB-' from 'BBB'.

In addition, the following classes are downgraded and placed on
Rating Watch Negative by Fitch:

        -- $2.7 million K-HS to 'BB' from 'BBB-';
        -- $15.9 class L-HS to 'BB' from 'BBB';
        -- $8.9 million class M-HS to 'BB-' from 'BBB-'.

Fitch also affirms the following classes:

        -- Interest-only class X 'AAA';
        -- $90.9 million class C 'A'.

Fitch does not rate class K-WC. The classes A, K-SV, L-SV, and M-
SV; K-GG, L-GG, and M-GG; and K-HM, L-HM, and M-HM, K-WT, L-WT,
and M-WT; K-WS and L-WS have been paid in full.

The upgrade is due to the increased credit enhancement resulting
from the repayment of six loans, representing 82% of original
principal balance. The downgrades are due to the deteriorating
performance of all four of the remaining loans.

The transaction has a rake structure and currently consists of
four floating-rate loans. Each A note and B note has been
contributed to form the Trust Mortgage Asset. While the A notes
are pooled, the B and C notes provide credit enhancement only to
the loan to which it relates. Each B note is inside of the trust
and each C note is outside of the trust.

10 Hanover Square (43% of the TMA) is an office property with
522,343 SF, and is located in downtown New York. Goldman Sachs,
which leases 100% of the NRA has exercised its cancellation
option, and will vacate the premises as of September 2004.
Although substantial cancellation penalties provide resources for
re-leasing the property, Fitch is concerned that given current
market conditions, the borrower will be unable to refinance the
loan at its maturity in September 2004. Vacancy in the property's
submarket was 9.1% as of June 30, 2003, and market rents have
decreased 26% since issuance. If no new tenant is found prior to
maturity, the classes may be downgraded a further rating category.
The rakes will remain on Rating Watch Negative until more
information on future leasing activity is available The whole loan
debt on the property, including the C note is $242 per square
foot.

The Queens Atrium (32%) is a mixed-use property, totaling 1
million square feet, and is located in the Long Island City
section of Queens, New York. Occupancy has decreased to 67% as of
April 30, 2003, from 97% at issuance. MCI Worldcom, which leased
approximately 30% of the NRA, vacated the premises as of March 4,
2003. Based on March 2003 cash flow and an adjustment to reflect
the MCI Worldcom vacancy, Fitch net cash flow has decreased 29%
since issuance. The corresponding debt service coverage ratio,
based on a 9.75% Fitch stressed constant, is at 0.80 times
compared to 1.73x at issuance. According to the servicer, the
borrower is in lease negotiations for a portion of the space.
Although Long Island City is a thin market, the proximity to the
courthouse generates demand from the legal sector and government
agencies. In addition, the building benefits from a long-term
lease with the City of New York for 47% of the NRA.

The Whitehall Conference Center (17%), located in Leesburg,
Virginia, is a conference center with 919 rooms, approximately
200,000 sf of conference space and 45,000 sf of office space which
is leased to Xerox Corporation. Fitch NCF ended Dec. 31, 2002
decreased over 40% since issuance. The decrease in NCF at the
property is due to the poor economic environment. Revpar is
currently $26 versus $36 at issuance. The corresponding DSCR,
based on a 10.93% Fitch stressed constant, is at 0.54x compared to
1.73x at closing. The corresponding all-in DSCR was 0.39x compared
to 1.22x at issuance. Whitehall Conference Center, now known as
the National Conference Center, directly competes with a nearby
conference center which features two golf courses and other
upscale amenities. The credit assessment is no longer considered
investment grade.

Sunnyvale Research Center (8%), located in Sunnyvale, California,
is comprised of four office buildings containing an aggregate of
approximately 215,481 sf. The property is currently 52% occupied.
Mitsubishi Electric and Electronic, which leased approximately 84%
of the NRA, did not renew its lease which expired July 31, 2003.
Current vacancy in the Sunnyvale submarket is 26.2%, and
anticipated to decline further. Based on a 10.93% Fitch stressed
constant, and an adjustment to reflect the Mitsubishi vacancy, the
DSCR is at 0.52x, compared to 1.43x at issuance. Despite the
decline in Fitch stressed DSCR, the loan remains investment grade
due to the low loan exposure per unit of $20 psf.

As part of its review, Fitch analyzed the performance of each loan
and the underlying collateral. Fitch compared each loan's DSCR at
closing to the most recent year-to-date DSCR available. DSCRs are
based on a Fitch stressed NCF and a stressed debt service based on
a Fitch stressed constant and the TMA loan balance. An all-in DSCR
was also calculated to take into account the debt service on the C
note in order to fully reflect the entire stress on the loan. The
overall March 31, 2003 Fitch stressed weighted average DSCR for
the TMA decreased to 1.03 times compared to 1.55x at issuance. The
all-in March 31, 2003 Fitch stressed weighted average DSCR
(including the C notes) was 0.75x, versus 1.15x at issuance. In
addition one loan, the Queens Atrium Loan, has mezzanine financing
secured by partnership interests.

Fitch will continue to actively monitor the transaction.


CONSECO FINANCE: Series 1999-H Notes Rating Cut to Default Level
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'D' on
class B-2 of Conseco Finance Home Equity Loan Trust 1999-H.

Conseco Finance Corp. did not make any payments under the limited
guarantee on the Oct. 15, 2003 distribution date, causing an
interest shortfall on class B-2, resulting in default.
   
                        RATING LOWERED
   
        Conseco Finance Home Equity Loan Trust 1999-H
    
                                Rating
        Series   Class     To           From
        1999-H   B-2       D            CCC+


CONSECO INC: Insurance Units Get 'B' FS Rating from A.M. Best
-------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating of B
(Fair) of Conseco, Inc's (NYSE: CNO) insurance subsidiaries and
has removed the ratings from under review. The rating outlook is
positive.

This change reflects the Northern District of Illinois Bankruptcy
Court's decision to approve CNC's plan of reorganization on
September 9, 2003 and CNC's subsequent emergence from bankruptcy
on September 10, 2003. CNC filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy code in
December 2002. The bankruptcy filing was necessitated as a result
of indebtedness amassed from a corporate-wide acquisition strategy
during the 1990's and the significant reduction in shareholder's
equity, which was primarily caused by losses in its consumer
finance business and investment portfolio and the write-off of
substantially all of the balance of goodwill and deferred tax
assets from its balance sheet. The company has formally emerged
from the bankruptcy reorganization administrative process and is
now an insurance only entity with a simplified debt and operating
structure and a restructured balance sheet which will reflect a
"fresh start" accounting valuation.

The maintenance of the financial strength rating reflects A.M.
Best's view that the bankruptcy restructuring has resolved some of
the risk of uncertainty surrounding the company's ability to
emerge successfully from bankruptcy and to move forward with its
restructuring plan, although it is unclear at this time how much
business risk still remains in the organization. The removal of
the under review status and the assignment of a positive outlook
reflects the emerging nature of CNC as a new legal and insurance
operating entity.

A.M. Best views positively management initiatives to recapitalize
the company and restore its financial and operating viability.
These initiatives include the sale of the company's ownership of
the GM building in New York at a significant statutory gain, the
sale of Conseco Finance, reducing or discontinuing products which
are more capital intensive, ongoing operating expense reductions,
merging of some subsidiaries and the restructuring of the
company's investment portfolio toward less risky, less volatile
investments that more appropriately match the liabilities of its
insurance operations. In addition, it is A.M. Best's opinion that
the insurance companies will continue to stabilize and rebuild
their overall capitalization levels and operating profiles in the
near term. A.M. Best also notes the ongoing regulatory oversight
and the protective order ("Order to Maintain Financial Condition
and To Protect Policyholders") issued by the Texas Department of
Insurance which is the lead domiciliary regulator.

Despite these positive developments, there still exists
significant execution risk to CNC as it implements it
reorganization plan, a diminished capital position on both an
absolute and risk adjusted basis, ongoing uncertainty regarding
the viability of the company's independent distribution systems,
significant investment risk within its portfolios and a moderately
high debt to capital ratio on a post bankruptcy basis. In
addition, A.M. Best believes CNC will be challenged as it "right-
sizes" its expense levels to meet its new operating profile. These
factors, coupled with the general macro environmental challenges
facing the industry as a whole, create formidable challenges to
CNC's future success. A.M. Best will continue to closely monitor
the company's financial and operational performance and the
related impact on its ability to meet its obligations to its
policyholders.

A.M. Best has affirmed the financial strength ratings of B (Fair)
of the following CNC subsidiaries.

     -- Conseco Annuity Assurance Company
     -- Conseco Life Insurance Company
     -- Conseco Senior Health Insurance Company
     -- Conseco Health Insurance Company
     -- Conseco Life Insurance Company of New York
     -- Washington National Insurance Company
     -- Colonial Penn Life Insurance Company
     -- Bankers Life and Casualty Company

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source. For more
information, visit A.M. Best's Web site at http://www.ambest.com


CONTINENTAL AIRLINES: S&P Revises 'B' Rating Outlook to Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on its
long-term rating on Continental Airlines Inc. (B/Stable/--) to
stable from negative and affirmed all ratings.

"The revision of Continental's outlook to stable reflects
continued better-than-average operating performance and improved
liquidity," said Standard & Poor's credit analyst Philip Baggaley.
"The airline's labor costs are below those of most peer large U.S.
airlines, helping it to generate a net profit of $33 million,
before unusual gains, in the third quarter ended Sept. 30," the
analyst continued. Continental ended the quarter with about $1.3
billion in cash, excluding cash that is restricted or held by its
minority-owned regional airline affiliate. The company made
contributions to its pension plans well in excess of required
amounts ($372 million during 2003, compared with a minimum of $89
million), bringing the plans' funding status to about 90% of the
year-end 2002 current liability and thereby greatly reducing
minimum payments that would be due in 2004.

The 'B' corporate credit rating on Continental Airlines reflects
its heavy debt and lease burden and risks of the competitive and
cyclical airline industry, which outweigh a low operating cost
structure and better-than-average earnings performance.
Continental, the fifth-largest U.S. airline, serves markets mainly
in the southern and eastern U.S. from hubs at Houston, Texas;
Newark, N.J.; and Cleveland, Ohio. International routes serve the
central Pacific, Japan, Mexico, Latin America, and Europe.
Continental has a substantial debt and lease burden, due to an
extensive modernization and expansion of its fleet since the mid-
1990s. That fleet program has, however, generated savings in fuel
efficiency and maintenance. Continental's operating costs are one
of the lowest among large, hub-and-spoke airlines in the U.S., due
to mostly to flexible work rules and lower overall labor
compensation. The company is in negotiations with its pilots'
union regarding a new contract, seeking to maintain its
advantageous total labor costs at approximately current levels (in
contrast to other, higher-cost large U.S. airlines that have
secured or are seeking pay concessions). Revenue generation,
though it remains under pressure from the difficult industry
environment, has been better than that of most peer airlines.

Continental's improving earnings and internal cash generation
should enable it to maintain a gradually improving financial
profile consistent with its rating.


CRITICAL PATH: Will Publish Third-Quarter Results on November 11
----------------------------------------------------------------
Critical Path, Inc. (Nasdaq:CPTH), a global leader in digital
communications software and services, will release financial
results for the third quarter, ended September 30, 2003, after
close of market on Tuesday, November 11, 2003. Those results will
be discussed on the Company's quarterly conference call on
November 11, 2003, at 5:00 p.m. EST.

Those who would like to participate in the conference call should
dial 877-231-3543 (domestic) or 706-634-1329 (international) prior
to 4:50 p.m. EST on the day of the call. The conference call and
its replay will also be available via Web cast from the Company's
Web site -- http://www.criticalpath.net A telephone replay of the  
conference call will be available for seven days following the
call. To access the replay, please dial 800-642-1687 (domestic) or
706-645-9291 (international), passcode 3467213.

Critical Path, Inc. (Nasdaq:CPTH) -- whose June 30, 2003 balance
sheet shows a total shareholders' equity deficit of about $43
million -- is a global leader in digital communications software
and services. The company provides messaging solutions -- from
wireless, secure and unified messaging to basic email and personal
information management -- as well as identity management solutions
that simplify user profile management and strengthen information
security. The standards-based Critical Path Communications
Platform, built to perform reliably at the scale of public
networks, delivers the industry's lowest total cost of ownership
for messaging solutions and lays a solid foundation for next-
generation communications services. Solutions are available on a
hosted or licensed basis. Critical Path's customers include more
than 700 enterprises, 200 carriers and service providers, eight
national postal authorities and 35 government agencies. Critical
Path is headquartered in San Francisco. More information can be
found at http://www.criticalpath.net


CTC COMMS: Bankruptcy Court Approves Disclosure Statement
---------------------------------------------------------
CTC Communications announced that the U.S. Bankruptcy Court for
the District of Delaware has approved its disclosure statement and
scheduled a confirmation hearing for November 20, 2003.

The Court authorized CTC to distribute its amended plan of
reorganization and disclosure statement to creditors and to
solicit votes in favor of its Plan. CTC intends to mail the
documents on or before October 20, 2003.

The Plan includes negotiated arrangements for the sharing of
proceeds among CTC's secured and unsecured creditors. The Plan has
the support of a majority of the holders of CTC's secured debt and
the support of its official committee of unsecured creditors.

Assuming confirmation by the Court, the Plan would become
effective upon satisfaction of certain other conditions and
consummation of the previously-announced investment agreement with
Columbia Ventures Corporation and Columbia Ventures Broadband LLC.

"We are very pleased to have gained the support of the official
committee of unsecured creditors and to have court approval for
the Company's disclosure statement," CTC Interim CEO Michael
Katzenstein said. He noted that CTC remains on track to emerge
from Chapter 11 protection in the next few months.

CTC is a "next generation" Integrated Communications Carrier
utilizing advanced technology and providing its customers with
converged voice, data, Internet and video services on a broadband,
packet-based network, called the PowerPathr Network. The Company
serves medium and larger business customers from Virginia to
Maine, which includes the most robust telecommunications region in
the world -- the Washington D.C. to Boston corridor. CTC's Cisco
Powered IP+ATM packet network and its top-tier sales and service
teams provide contiguous marketing and technology coverage
throughout the Northeast and Mid-Atlantic States. The Company,
through its dedicated commitment to exceptional customer service,
has achieved an industry-leading market share in the Northeast.
CTC can be found on the worldwide Web at http://www.ctcnet.com


DAEWOO MOTOR: Bankruptcy Court Confirms Reorganization Plan
-----------------------------------------------------------
Daewoo Motor America, Inc., has confirmed its plan of
reorganization, which becomes effective October 16, 2003.

DMA filed for protection under Chapter 11 of the Bankruptcy Code
on May 16, 2002. The Honorable Judge Sheri Bluebond of the U.S.
Bankruptcy Court for the Central District of California, Los
Angeles Division, presided over the bankruptcy proceedings.

The order confirming the Plan was entered after more than a year
of negotiations with creditors, dealers and other parties in
interest and after a comprehensive, 2 day confirmation hearing in
which the Plan was confirmed over the objection of DMA's parent
company, Daewoo Motor Company, Ltd.

"We are emerging as a vital enterprise focused on supplying parts
and providing warranty administration to approximately 180,000
Daewoo owners and approximately 450 Daewoo dealers nationwide,"
stated Y.S. Hong, DMA's President and CFO.

The Compton, California based company is the only automobile
distributor to file for bankruptcy protection in recent memory.
DMA was forced to do so in May 2002 after General Motors
Corporation purchased certain assets of DWMC in Korea, but
excluded DMA from the acquisition. Although DMA's exclusion from
GM's acquisition prevented DMA from distributing Daewoo vehicles,
DMA's management has been fully committed to supplying Daewoo
parts and to providing warranty administration to approximately
18,000 Daewoo owners through its nationwide, independent
dealership network. This effort and commitment resulted in DMA
entering into long-term agreements with General Motors Daewoo Auto
& Technology, preserving DMA's exclusive rights to continue
providing Daewoo parts and warranty administration to the U.S.
market. Now, Daewoo owners can be assured that an ongoing supply
of parts will be provided along with services to support each of
the vehicle warranties described in the Warranty & Maintenance
Information Booklet provided with every Daewoo vehicle. "Those
owners who are in need of parts or warranty service should contact
their nearest Daewoo Dealer," advised Ben Rainwater, Vice
President - National Parts & Service Division. Rainwater added,
"DMA's Web site -- http://www.daewoous.com-- continues to provide  
a current Daewoo Dealer locator. Additionally, customers can
contact DMA via their toll free telephone number at (877) 362-1234
(select option 6) for assistance."

DMA's management is optimistic about the future of the reorganized
company, which will focus on the support of Daewoo vehicle owners
and which is anticipated to involve a variety of new business
opportunities.


DOUBLECLICK INC: Reports 3rd Consecutive GAAP Profitable Quarter
----------------------------------------------------------------
DoubleClick Inc. (Nasdaq: DCLK), the leading provider of data and
technology tools for direct marketers, web publishers and
advertisers, announced financial results for the third quarter
ended September 30, 2003, updated its guidance for the full year
2003, and gave a preliminary business outlook for full year 2004.

DoubleClick reported revenues for the third quarter of $74.8
million versus $74.6 million in the year ago period.  GAAP net
income for the most recent quarter was $6.3 million, or $0.04 per
share compared with $5.8 million or $0.04 in the second quarter of
2003 and a loss of $62.0 million or $0.46 per share in the third
quarter of 2002.  GAAP net income before interest, taxes,
depreciation, and amortization, or EBITDA, was $23.8 million for
the third quarter of 2003 versus $16.4 million in the second
quarter of 2003. Total GAAP operating expenses were $45.7 million,
versus $117.9 million in the third quarter of 2002.  Total company
headcount at the end of the most recent quarter was 1,214 versus
1,147 at the end of the third quarter of 2002.

Third quarter 2003 GAAP earnings were negatively impacted by $8.3
million in charges related to the acceleration of amortization of
the leasehold improvements and furniture and fixtures at the
Company's New York and San Francisco offices due to the change in
useful life of these assets. Third quarter 2003 GAAP earnings and
EBITDA benefited from a net restructuring credit of $2.2 million
related to the reversal of a portion of the Company's real estate
reserve for its New York and San Francisco offices and the receipt
of $1.4 million by the Company in connection with an insurance
claim.

Last year's third-quarter GAAP results included $46.2 million in
charges related to the impairment of goodwill for the Company's
email business and other intangible assets, a $23.8 million
restructuring charge related to the Company's real estate, a $14.1
million charge relating to the impairment of some of the Company's
minority investments, a $7.4 million gain related to the sale of
the Company's North American Media business and a $11.9 million
gain on the early extinguishment of debt.

The Company used $43.4 million in cash flow from operations during
the third quarter of 2003.  This figure included payments by the
Company of $56.5 million in connection with the termination of
leases on the Company's New York and San Francisco offices.  The
Company ended the quarter with $662 million in cash and marketable
securities, and had a net cash position of $526 million, or $3.83
per share.  The Company used $158.0 million in connection with the
redemption of its 4.75% convertible notes during the quarter.

"DoubleClick's business has begun to benefit from the turnaround
in marketing spending, with TechSolutions transaction volumes for
the third quarter reaching their highest levels since the first
quarter of 2001.  In addition, our Data Segment had its best
quarterly revenue to date," said Kevin Ryan, Chief Executive
Officer, DoubleClick.  "During the quarter, we made tremendous
strides in integrating our recently acquired Data Management
division.  Our rich media authoring and delivery product, DART
Motif, is scheduled to add multi-event ad tracking and analysis
functionality in the near future.  Motif is a joint development
between DoubleClick and Macromedia, and market response to this
product has been very favorable."

                             Data

DoubleClick Data revenue grew 16.7% to an all-time high of $31.3
million in 3Q03 versus $26.8 million in 3Q02.  Abacus revenue was
up 7.3% year over year to $28.8 million, while the remaining $2.5
million in revenues came from DoubleClick's new Data Management
business.  Gross margins were 71.7%, a slight decrease from the
year ago period.  The third quarter has traditionally been the
highest revenue period for the Company's Data business as  
cataloguers prepare for the holiday season.

During the quarter, DoubleClick's Data Management business
implemented a new data processing platform, and several large Data
Management clients began the process of migrating away from
outsourced processing services to this new platform.  DoubleClick
is combining its data and technology solutions in order to reduce
the effort and cost clients expend while planning, executing,
tracking and refining multi-channel marketing campaigns.

"We have seen a great deal of interest on the part of existing
DoubleClick customers in our Data Management offerings, as well as
interest from Data Management clients in other DoubleClick
products, including the Abacus Alliances, DARTmail, Ensemble, and
SiteAdvance," said David Rosenblatt, President of DoubleClick.  
"Bringing these products together in one platform will allow
clients to more easily utilize sophisticated and specific  
targeting in their marketing campaigns."

                        TechSolutions

The global TechSolutions division reported third quarter revenues
of $43.5 million versus $45.1 million in 3Q02.  Total
TechSolutions gross margins were 61.9%, a decrease from 62.3% in
the third quarter of 2002.  DoubleClick's global DART and DARTmail
platforms delivered approximately 174 billion impressions in the
third quarter of 2003. The Company's Ad Management products had
revenues of $31.0 million in 3Q03, versus $35.4 million in the
year ago period.  Both DoubleClick's DART for Advertisers and DART
for Publishers products saw sequential and year-over-year volume
increase in the third quarter of 2003, stemming from existing
customers increasing their activity and from the enrollment of new
clients.

During the third quarter of 2003, AT&T Wireless, Fox Sports,
CondeNet, and Internet Broadcast Systems all signed deals to use
DoubleClick's ad management solutions.  With the recent signing of
OMD Digital, DoubleClick now claims all ten of Advertising Age's
top-ten agency brands as DART for Advertisers and MediaVisor
clients.  DART Motif, the new rich media product from DoubleClick
in conjunction with Macromedia, has gained quick acceptance.  More
than two dozen clients have chosen DART Motif, including Viacom's
CBS and MTV Networks sites, Cox Newspapers, and Ogilvy Interactive
UK.  DART Motif is also being tested by DoubleClick's largest
agency customers and by almost all of Nielsen/NetRating's top-ten
rated web sites.  DART Motif is scheduled to have full tracking
and analysis functionality in the fourth quarter of 2003.

DoubleClick's email management and delivery platform and related
strategic services reported revenues of $9.6 million for 3Q03,
down slightly against $9.7 million in the year ago period.  New
client wins included EMC, Luxury Cruise Lines, Viking River
Cruises, as well as a greatly expanded relationship with one of
world's largest financial services companies.  This week
DoubleClick introduced DARTmail 4.0, the most significant upgrade
to its email product since its introduction in 2001.  In
September, DoubleClick released its first Quarterly ISP and Policy
Update Report and held an Anti-Spam Summit in New York. During
this event, representatives of over 200 marketers, the Federal
Trade Commission, and the major ISPs discussed strategies for
combating unwanted and unsolicited email. In addition to the
Summit, DoubleClick is actively involved in fighting spam with
industry bodies such as the Direct Marketing Association.

DoubleClick's multi-channel Marketing Automation and Analytics
products are Ensemble and SiteAdvance.  Revenues for these
products were $2.9 million in the third quarter of 2003, up almost
80% from 2Q03. The Company completed customer installations of the
Ensemble product for several clients during the third quarter,
including Terra Lycos, and remains on schedule with its planned
December release of the DARTmail-enabled version 6.5.  Moreover,
Epsilon, a leading relationship marketing company, agreed to offer
Ensemble to its customers.  SiteAdvance continued to gain
momentum, and new customer wins include J Crew, Viking River
Cruises, and Verio, as well as a major airline.

"Consumer behavior is driving the need for our clients and
prospects to seek tools for marketing over multiple channels as
well as to analyze the results of these campaigns," noted
Rosenblatt.  "As a result, we have had sustained success in
selling bundled solutions to our customers.  For example, 24% of
DoubleClick TechSolutions clients used more than one product, up
from 21% sequentially and 16% in the third quarter of 2002."

                   Fourth Quarter 2003 Outlook

DoubleClick is expecting fourth quarter revenues to be between $69
million and $71 million. GAAP earnings for the fourth quarter are
projected to be between $0.00 and $0.03 per share.

Segment projections for the fourth quarter of 2003 are as follows:

    -- Data revenues are estimated to be between $24 million and
       $25.5 million, with gross margins in the mid 60s percentage
       range, including $3 million from Data Management.

    -- TechSolutions revenues are estimated to be between $44
       million and $46 million, with gross margins in the mid 60s
       percentage range.

    -- Within TechSolutions, Email technology and related
       strategic services are expected to generate revenues
       between $10 million and $11 million and Automation and
       Analytics are expected to account for about $1.5 million of
       revenues.

Total company gross margins are expected to be in the mid 60s
percentage range.  Total company GAAP operating expenses are
expected to be between $45 million and $48 million.  Gross margin
and operating cost estimates include the impact of a $5.3 million
charge for leasehold improvements and accelerated leasehold
amortizations associated with the planned exit of the Company's
New York office.  Items in interest and other, net and taxes are
expected to be roughly $2.5 million.

                   Preliminary 2004 Outlook

The Company expects GAAP earnings for the full year 2004 to be in
the mid $30 million range, assuming a modest increase in total
revenue.

"With the improving business climate as well as the successful
actions we have taken to reduce our cost structure, we expect very
strong net income growth in 2004" said Bruce Dalziel, Chief
Financial Officer, DoubleClick. "Even more importantly, we will
continue to invest in new product lines, which will position us
for accelerated revenue growth."

DoubleClick -- http://www.doubleclick.net-- (S&P, B- Covertible  
Subordinated Note Rating, Negative) is the leading provider of
data and technology for advertisers, direct marketers and web
publishers to plan, execute and analyze their marketing programs.  
DoubleClick's online advertising, email marketing and database
marketing solutions help clients yield the highest return on their
marketing dollar.  In addition, the Company's marketing analytics
tools help clients measure performance within and across channels.  
DoubleClick Inc. has global headquarters in New York City and
maintains 22 offices around the world.


DUANE READE: Weakening Credit Measures Spur S&P to Cut Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Duane
Reade. The corporate credit rating was lowered to 'B+' from 'BB-'.
The senior unsecured debt rating was lowered to 'B' from 'BB-'.
The outlook is negative.

The downgrade reflects the weakening of credit protection measures
due to the company's declining profitability. Duane Reade's
operating results have been negatively affected by the soft New
York City metropolitan economy, as sales growth has slowed since
the World Trade Center disaster. The company has had difficulty
increasing sales of its high-margin front-end items. Front-end
merchandise represents 53% of sales. Duane Reade's prescription
business has also been affected by an increase in the number of
uninsured patients due to higher unemployment in the region,
increasing use of lower-cost generics, Claritin and Prilosec
switching to over-the-counter, the reduction of New York
Medicaid's reimbursement rates, and a decline in sales of hormone
replacement drugs.

Duane Reade's senior unsecured notes are rated one notch below the
corporate credit rating due to Standard & Poor's expectations that
the company will not substantially reduce outstanding borrowings
under the company's unrated $200 million secured revolving credit
facility. At the end of the second quarter of 2003, the company
had $104 million of secured borrowings; that amounts to more than
15% of total assets (excluding goodwill).

"Ratings on Duane Reade reflect the company's leveraged capital
structure and narrow geographic focus," said Standard & Poor's
credit analyst Diane Shand. "These weaknesses are partially offset
by its good market position in the favorable chain drugstore
industry."

New York, New York-based Duane Reade is one of the largest drug
chains in the metropolitan area; more than half of its 236 stores
are in Manhattan. The company is the market leader in the New York
metropolitan area, with a 30% market share. CVS Corp. is its
closest competitor, with a 22% market share.

Financial flexibility is adequate. Liquidity is provided by a $200
million revolving credit facility, which matures in July 2008. The
total amount of availability is subject to limitations based on
specified percentages of inventory and selected accounts
receivable. The company had $80 million available under the
facility as of July 21, 2003.


DUANE READE: Will Broadcast Q3 Conference Call on Thursday
----------------------------------------------------------
Duane Reade Inc. (NYSE: DRD) invites investors to listen to a
broadcast of the Company's conference call to discuss third
quarter results.  The call will be broadcast live over the
Internet on Thursday, October 23, 2003 at 10:00 a.m. Eastern Time
and can be accessed by logging on to http://www.duanereade.com

Anthony Cuti, Chairman, President, and Chief Executive Officer,
and John Henry, Senior Vice President and Chief Financial Officer,
will host the call.

An online archive of the broadcast will be available within one
hour of the completion of the call and will be accessible at
http://www.duanereade.comuntil November 6, 2003.

Founded in 1960, Duane Reade (S&P, BB- Corporate Credit Rating,
Negative) is the largest drug store chain in the metropolitan New
York City area, offering a wide variety of prescription and over-
the-counter drugs, health and beauty care items, cosmetics,
hosiery, greeting cards, photo supplies and photofinishing.  As of
June 28, 2003, the Company operated 236 stores.  Duane Reade
maintains a Web site at http://www.duanereade.com


DOBSON COMMS: Sets 3rd Quarter 2003 Conference Call for Nov. 10
---------------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) plans to report
its third quarter 2003 operating results prior to the open of
regular market trading on Monday, November 10, 2003. The Company
plans to conduct a conference call to discuss the results later on
the same day, beginning at 11 a.m. ET (10 a.m. CT). The call will
also be broadcast on the Internet.

Those interested in participating on the call may access it by
dialing:


Conference call         (800) 810-0924
Pass code                   370098

The call may also be accessed via the internet through the
Investor Relations page of Dobson's web site at www.dobson.net. A
replay of the call will be available later in the day via Dobson's
web site or by phone.


Replay                  (888) 203-1112
Pass code                   370098

As part of the conference call, the Company expects to discuss its
operating outlook and other strategic issues.

Dobson plans sometime next week to pre-announce certain non-
financial operating statistics for the third quarter of this year,
including gross subscriber additions, customer churn and net
subscriber additions.

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


DURA AUTOMOTIVE: S&P Forecasts Delayed Improvement on Finances
--------------------------------------------------------------  
Standard & Poor's Ratings Services revised its outlook on Dura
Automotive Systems Inc. to negative from stable because it expects
that slow growth, difficult industry conditions, and only modest
expected free cash flow generation will delay improvement of the
company's weak financial profile. The 'BB-' corporate credit
rating on the Rochester Hill, Michigan-based company was affirmed.

Dura, a supplier of driver control systems and structural
assemblies for the automotive and recreational vehicle industries,
has total debt of about $1.2 billion.

"We expect challenging industry conditions to continue to pressure
Dura's financial performance during the next few years," said
Standard & Poor's credit analyst Martin King. "The negative
outlook reflects potential for a rating downgrade if market
conditions weaken, liquidity tightens, or improvement of the
company's credit profile is substantially delayed."


DVI RECEIVABLES: September Servicing Reports Released
-----------------------------------------------------
On October 8, 2003, DVI Financial Services Inc., as servicer, made
available to U.S. Bank National Association, as trustee for the
noteholders of DVI Receivables VIII L.L.C., DVI Receivables X
L.L.C., DVI Receivables XI L.L.C., DVI Receivables XII L.L.C., DVI
Receivables XIV L.L.C., DVI Receivables XVI L.L.C., DVI
Receivables XVII L.L.C., DVI Receivables XVIII L.L.C. and DVI
Receivables XIX L.L.C. (collectively, the "Issuers"), its monthly
servicer reports for the payment dates of September 11,
September 12 and September 15, 2003, as applicable, addressing
certain open issues with respect to these reports and servicer
advances.

On October 9, 2003, the Trustee provided notice to the noteholders
of the Issuers that it would not be paying the principal payments
under the indentures relating to the notes.

On August 25, 2003, the Servicer, together with DVI, Inc. and DVI
Business Credit Corporation, filed a petition for reorganization
under Chapter 11 of the U.S. Bankruptcy Code in the U.S.
Bankruptcy Court for the District of  Delaware, located in
Wilmington, Delaware. In conjunction with the filing, certain
members of the Servicer's senior management resigned and AP
Services, LLC, an affilate of AlixPartners, LLC, was appointed to
manage the Servicer and certain of its affiliates through the
bankruptcy process. In the short period since its appointment, APS
has been working to familiarize itself with the Issuers'
securitization programs and the Servicer's servicing operations,
in addition to handling various matters associated with the
bankruptcy proceedings and the operations of the Servicer and its
affiliates. Although APS has endeavored to ensure that the monthly
servicer reports were prepared in accordance with the Servicer's
past practices and standards, APS has not had the opportunity to
evaluate these practices and standards to determine whether they
are adequate, appropriate or in compliance with the terms of the
contribution and servicing agreements pursuant to which they were
performed. APS has further not had the opportunity to evaluate the
Servicer's internal controls over its financial reporting, but
believes that such internal controls may have material weaknesses.
The monthly servicer reports have not been reviewed or approved by
any third party. The monthly servicer reports do not reflect the
occurrence of an Amortization Event, a Servicer Event of Default
or an Indenture Event of Default, although the Trustee has alleged
that one has occurred, and there can be no assurance that the
Trustee will agree with the content of these servicer reports. As
a result of these factors, the Servicer has determined not to
certify the monthly servicer reports. However, DVI Receivables
Corp. VIII is filing the monthly servicer reports with the SEC
because they have been provided to the trustee to facilitate the
trustee's distributions to investors.


EAGLEPICHER: EPPS Receives $1.8MM in Late-Stage Dev't Contracts
---------------------------------------------------------------
EaglePicher Pharmaceutical Services has received $1.8M in late-
stage development contracts for Active Pharmaceutical Ingredients
and supporting regulatory expertise.

"Drug makers will benefit from the ability to bring new therapies
to market much more rapidly than anticipated," said Steve
Westfall, president of EaglePicher Pharmaceutical Services.  "We
not only deliver advanced APIs with high, consistent quality, but
we also assist our customers with comprehensive regulatory
support."

"These projects fall within product development, one of EPPS's
core businesses.  Other core businesses include radiochemistry and
the manufacture of potent, cytotoxic compounds for anti-cancer
applications for pharmaceutical companies worldwide," added
Westfall.

EPPS products are manufactured in strict compliance with cGMP to
meet the highest standards of quality, safety and consistency.  
This is borne out by the recent FDA inspections at EPPS facilities
in Lenexa, Kan., and Harrisonville, Mo.  The Lenexa research
facility had no 483 observations, the notations used by the FDA to
communicate non-compliance and unscientific practices.  The
Harrisonville facility received only two minor 483 observations,
which were promptly corrected during the inspection.

EaglePicher Pharmaceutical Services offers complete integrated
contract manufacturing, process development, research and
development, scale-up synthesis, analytical and regulatory affairs
services throughout pre-clinical research, clinical studies, and
commercialization.

EaglePicher Technologies, LLC, a wholly owned subsidiary of
EaglePicher Incorporated, has facilities in Colorado, Missouri,
Oklahoma, Kansas and Canada. The operating group develops and
markets advanced high-reliability power systems and associated
electronics for government, space and commercial applications. It
also processes Boron isotopes, anticancer pharmaceutical
ingredients and ultra clean scientific containers. Areas of global
focus include telecommunications, medical, nuclear power plants,
space, defense, environmental, semiconductors and
pharmaceutical/biotech.  Additional information is available on
the Internet at http://www.eaglepicher.com

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

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

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


EAST COAST POWER: Senior Sec. Notes Rating Up to BBB- from BB+
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on East Coast
Power LLC's senior secured notes to 'BBB-' from 'BB+', and removed
the rating from CreditWatch with positive implications.

The outlook is stable. The rating action follows the announcement
that El Paso Merchant Energy, a business unit of El Paso Corp.
(B+/Negative/--), closed on its sale of its 99% interest in East
Coast Power to GS Linden Power Holdings LLC, a subsidiary of The
Goldman Sachs Group Inc. (A+/Stable/A-1), for $456 million in
cash.

The rating was placed on CreditWatch with positive implications on
April 16, 2003 following the announcement that an agreement had
been executed for the sale.

Standard & Poor's also affirmed its 'BBB+' rating on Linden Ltd.'s
$205.6 million ($130 million outstanding) bank loans due 2007. The
outlook on Linden is stable.

The 'BB+' rating on East Coast Power had been a cap due to the
ownership of that entity by El Paso. The transfer of ownership to
Goldman Sachs allows East Coast Power to be rated at its 'BBB-'
stand-alone credit quality.

The sale was originally slated to close in July. However, in May,
the FERC initiated an investigation as to whether Enron Corp.
improperly retained qualifying facility (QF) benefits for the
three cogeneration facilities owned or formerly owned by East
Coast Power by violating the ownership criteria for QFs.

The FERC's trial staff concluded that Enron's stream of benefits
for each of the facilities was within the commission's
requirements for QFs, and that none of the transactions between
Enron and any of the three facilities caused them to fail to
satisfy QF criteria.

A settlement was filed with the FERC on Oct. 1, 2003 finding no QF
violation. The settlement is unopposed by any intervening party.
It is subject to FERC approval, but based on the FERC trial
staff's findings and the lack of opposition, Standard & Poor's
does not expect there to be any issues with that approval.


EDISON MISSION: S&P Places Corp. Credit Rating on Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit ratings on Edison Mission Energy and its wholly owned
subsidiary Edison Mission Marketing and Trading on CreditWatch
with negative implications.

At the same time, Standard & Poor's placed its 'B-' rating on
Mission Energy Holding Co.'s $1.2 billion senior secured notes and
term loan on CreditWatch with negative implications.

The rating actions do not affect Standard & Poor's ratings on
Edison International Inc. and Southern California Edison.

The CreditWatch listing on EME and MEHC reflects the substantial
refinancing risk at their largest wholly owned subsidiary, Edison
Mission Midwest Holdings Co., which faces a Dec. 11, 2003 maturity
of $911 million and the execution risk associated with a
refinancing or restructuring plan.

EMMH has limited access to the capital markets and lacks adequate
liquid funds to make the Dec. 11, 2003 payment.

"EMMH's ability to address the imminent maturity depends entirely
on its ability either to reach terms with its bank lenders to
extend, restructure, or refinance the loan or repay the debt
through asset sales or other means," said Standard & Poor's credit
analyst Arleen Spangler.

"Should EMMH fail to reach an agreement by Dec. 11, a default
could occur," added Ms. Spangler. A default or insolvency event at
EMMH could, under certain scenarios, trigger a cross default on
the MEHC bonds or EME obligations.

Standard & Poor's expects to resolve the CreditWatch listing in
fairly short order as the impending maturity date nears. Should
the company not have the ability to negotiate a satisfactory
restructuring plan, a downgrade could occur.

At the same time, Standard & Poor's will evaluate the credit
implications of the restructuring plan in order to determine if
the plan enables the companies to preserve the current ratings.

EME, an indirect, wholly owned subsidiary of Edison International,
is an independent power producer that owns and operates 28
domestic and 53 international power plants with ownership interest
of 18,688 MW.


EDISON MISSION MIDWEST: Low-B Level Ratings Put on Watch Neg.
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating and 'BB-' credit facility ratings on Edison Mission
Midwest Holdings Co. on CreditWatch with negative implications.

The rating action also affects the rating on Midwest Funding LLC's
(BB-/Watch Neg) $774 million notes due 2004.

The rating action results from increased risk that EMM Holdings
may not be able to refinance its $911 million loan by its Dec. 11,
2003 maturity date and that the company may not be able to
restructure debt and lease obligations to enable it to comfortably
meet debt and lease obligations over the next decade.

Edison Mission Energy has been discussing various debt refinancing
possibilities with its bank lending group for some time, and the
company reports that progress has been made in these negotiations.
Nonetheless, successful refinancing or renegotiation will require
the consent of all bank lenders, and potentially of lease equity,
which could be difficult to accomplish given the large and varied
amounts of debt associated with the Midwest assets.

Under terms of EMM Holdings' credit agreement, a rating downgrade
would result in EMM Holdings having to apply funds in the cash
flow recapture fund (currently approximately $245 million) to make
a mandatory prepayment of outstanding credit facility loans on a
pro rata basis. Excess cash flow generated in future quarters
will, upon deposit in the cash flow recapture fund, be similarly
applied to debt prepayments.

"We expect to resolve the CreditWatch soon. If EME and EMM
Holdings are not able to make arrangements to refinance the $911
million loan, the corporate credit and debt ratings on EMM
Holdings are likely to fall," said Standard & Poor's credit
analyst Terry Pratt.

"If EMM Holdings is able to refinance the $911 million loan, we
will determine whether the company is able to maintain the current
ratings with the new financial structure," continued Mr. Pratt.

EMM Holdings is an indirectly, wholly owned subsidiary of EME, and
serves as the holding company for the Midwest assets comprised of
9,242 MW of capacity in the Chicago area that EME purchased from
Commonwealth Edison in 1999.


ELCOM INT'L: Receives Additional Funding Via Private Placement
--------------------------------------------------------------
Elcom International, Inc. (OTC Bulletin Board: ELCO), a leading
international provider of remotely- hosted eProcurement and
private eMarketplace solutions, has raised $315,000 via a second
closing of 10% Senior Convertible Debentures.

The financing round was led by Robert J. Crowell, the Chairman and
CEO of the Company, and included William W. Smith, the Vice
Chairman and Director of the Company and Smith and Williamson
Investment Management Limited, a London-based financial management
company.  Robert J. Crowell, William Smith and Smith and
Williamson invested $150,000, $50,000 and $100,000, respectively,
with one other current Elcom shareholder investing the remainder.

Revenues have been less than expected during the last several
months due primarily to delays in the implementation of agencies
in the Scottish Executive. However, in September the Company began
to see a significant increase in activity in the National Health
Services of Scotland and other Councils and Agencies in the
eProcurement Scotl@nd program. This funding round, in conjunction
with anticipated revenues, is expected to support the Company's
operations until late December 2003 or early January 2004. It is
the Company's intent to immediately pursue a long-term permanent
funding to support its future cash requirements via a new round of
financing by that time. However, there can be no assurance that
any such financing will be consummated; or, if so, what the timing
or terms thereof may be.

On April 28, 2003, the Company announced it had closed a private
placement of $949,000 of 10% Senior Convertible Debentures to
accredited investors (resulting in approximately $675,000 in net
cash proceeds to the Company). This first financing round was led
by Robert J. Crowell, the Chairman and CEO of the Company, and
included John E. Halnen, the President and COO of the Company,
William W. Smith, the Vice Chairman and Director of the Company,
Andres Escallon, the Chief Technology Officer of the Company,
Smith and Williamson, and several other Elcom stockholders.

The ten-year Debentures are collateralized by a security interest
in substantially all of the Company's assets for a two-year period
and are convertible into common stock of the Company at a
conversion price of $.1246 per share, equal to the price of the
last round of debentures. Any additional closings would be subject
to approval by the Board of Directors and price negotiations. The
Company is not expected to close on any amount less than $200,000
and may, at its option, terminate the current offering earlier
than November 27, 2003.

This Private Placement of the Debentures has been extended until
November 27, 2003, unless terminated earlier, and the maximum
amount has been increased to $1,500,000.

The total number of shares issuable under all of the Debentures
is, in the aggregate, approximately 10.1 million.

The Senior Convertible Debentures will not be registered under the
Securities Act of 1933, as amended, or applicable state securities
laws and may not be offered or sold in the United States absent
registration under the Securities Act of 1933, and applicable
state securities laws or available exemptions from the
registration requirements.

This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the Senior Convertible Debentures.
This press release is being issued pursuant to and in accordance
with Rule 135c under the Securities Act of 1933.

                    Company Product Offerings

For detailed information on our PECOS(TM) technology and optional
Dynamic Trading functionality, visit the Company's Web site at
http://www.elcominternational.com/products.htm   

Elcom International, Inc. (OTC Bulletin Board: ELCO) -- whose
June 30, 2003 balance sheet shows a total shareholders' equity
deficit of about $1 million -- is a leading international provider
of remotely-hosted eProcurement and private eMarketplace
solutions. Elcom's innovative remotely-hosted technology
establishes the next standard of value and enables enterprises of
all sizes to realize the many benefits of eProcurement without the
burden of significant infrastructure investment and ongoing
content and system management. PECOS Internet Procurement Manager,
elcom, inc.'s remotely-hosted eProcurement and eMarketplace
enabling platform was the first "live" remotely-hosted
eProcurement system in the world. Additional information can be
found at http://www.elcominternational.com  


ENERGY VISIONS: Inks Deal with Rabih for Pure Energy Acquisition
----------------------------------------------------------------
Energy Visions Inc. (OTCBB:EGYV) (TSX VENTURE:EVI.S) has signed a
deal with Rabih Holdings Ltd., to provide CDN$1,000,000 in debt
financing to Energy Ventures Inc. (Canada) for the purpose of
permitting the closing of the previously announced acquisition
(November 13, 2002) of ultimately 50.5% of Pure Energy Inc.

The final closing is expected to be completed within a few days,
subject to the approval of the TSXV. PEI is a manufacturer and
seller of rechargeable alkaline manganese ("RAM(TM)") batteries
with the capability of producing over 100 million batteries per
year in Amherst, Nova Scotia. PEI has its sales office in Richmond
Hill, Ontario.

Under the terms of the commitment, Rabih will provide the loan to
EVI Canada for two years, but the loan may be prepaid by EVI
Canada at its option. EVI Canada will provide an interest rate of
10% per annum to Rabih, as well as Warrants to purchase 600,000
EVI shares. The Warrants will have a term of 2 years, will be
exercisable at a conversion price of Cdn. $0.25 per share, and are
subject to TSXV approval. The loan is conditional on the
completion of the previously announced restructuring involving
Nova Scotia Business Inc. EVI is also seeking a further investment
of up to Cdn. $1,500,000 from a syndicate of investors, under
similar financial terms as with Rabih.

EVI Canada President Dr. Phil Whiting has been appointed President
of Pure Energy. "The ongoing potential for development of Pure
Energy, combined with the new EVI products, creates an exciting
future. Pure Energy is already showing excellent growth, and is in
the process of launching its own new very much improved Pure
Energy XL battery, which is expected to accelerate that growth."

EVI Canada has signed a letter of intent to sell its fuel cell
related laboratory assets from its Ottawa laboratory. The sales
arrangement will provide a total of U.S. $120,000 in cash and
marketable securities over the next few months. "With our new
office and laboratory location in Toronto, EVI will have access to
superior laboratory facilities, so raising funds by selling
surplus lab equipment seemed the logical thing to do," said Dr.
Phil Whiting, President of EVI Canada.

On August 27, 2003 EVI management received notice from TSXV that
EVI was considered not to be in compliance with certain TSXV
policies. As a result, EVI was placed on notice to comply with all
TSX Venture Exchange Requirements, failing which a review may be
commenced and applicable disciplinary actions may be initiated by
TSXV against EVI and its management, directors and officers.

Energy Visions Inc. is a developer of advanced battery and fuel
cell technologies. The Company's balance sheet as of March 31,
2003 is upside-down by about $2 million.

The Web site of Energy Visions Inc. is http://www.energyvi.com


ENRON CORP: Seeks Approval for 360networks Settlement Agreement
---------------------------------------------------------------
Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that on June 30, 1999, Enron Broadband Services Inc.,
360networks Inc. and 360networks (USA) Inc. entered into an
agreement whereby 360networks and 360 USA agreed to provide dark
fiber to EBS Inc. along fiber optic network routes spanning from
Minneapolis, Minnesota to Detroit, Michigan and Houston, Texas to
Denver, Colorado -- the Swap Agreement.  Subsequently,
360networks assigned its interest in the Swap Agreement to 360
USA.

On July 31, 2000, EBS Inc. and 360 USA entered into a:

    (1) transmission site construction agreement, and

    (2) co-location agreement relating to Minnesota-Detroit
        Build, dated July 31, 2000.

In connection with the operation of their fiber optic networks,
Ms. Gray tells the Court that EBS Inc. and 360 USA also entered
into other agreements pursuant to which each party supplied,
received or provided to the other:

    -- dark fiber IRU,
    -- fiber leases,
    -- co-location space, and
    -- limited fiber optic capacity.

On August 6, 2002, EBS Inc. and 360 USA entered into a Purchase
Agreement whereby EBS Inc. and 360 USA agreed that the Swap
Agreement would be construed as two separate IRU agreements, as:

    (1) an IRU agreement to provide dark fiber to EBS Inc. along
        the Minneapolis-Detroit Build, and

    (2) an IRU agreement to provide dark fiber to 360 USA along
        the Houston-Denver Build.

Pursuant to the Purchase Agreement, EBS Inc. and 360 USA:

    (a) rejected the Site Agreement, the Minneapolis-Detroit
        Collocation Agreement and the Minneapolis IRU Agreement
        pursuant to Section 365 of the Bankruptcy Code; and

    (b) reserved the right to reject or assume the Houston IRU
        Agreement.

In another Order dated March 27, 2003, Ms. Gray relates that the
Court approved the sale to Qwest Communications Corporation of
the EBS fiber optic telecommunications network running from Salt
Lake City, Utah to New Orleans, Louisiana and EBS Inc.'s
assumption of certain agreements and the assignment of the Qwest
Agreements to Qwest.  The Qwest Order provided that EBS Inc.
would assign to Qwest any claims under the Qwest Agreements,
which may be asserted against the 360 Parties for rejection of
the Qwest Agreements pursuant to Section 502(g) of the Bankruptcy
Code, and that EBS Inc. would retain all other claims arising
under the Qwest Agreements.

Pursuant to the 360 Bankruptcy Court's Order on April 2, 2003,
the 360 Debtors rejected certain Agreements, including the Qwest
Agreements.

According to Ms. Gray, the EBS Parties -- EBS Inc. and Enron
Broadband LP, and Enron Broadband Services Canada, Inc. -- and
the 360 Parties -- 360networks, 360 USA and 360fiber Inc. -- have
various claims against each other regarding the performance of
the IRU Agreements, the Fiber Lease Agreement, the Collocation
Agreements and the Limited Capacity Agreements, including claims
arising out of the rejection of certain Agreements by the EBS
Debtors pursuant to Section 365 and pursuant to the Settlement
Agreement and Release, 360 USA's rejection of certain Agreements
pursuant to the 360 Rejection Order and the termination of the
remaining Agreements pursuant to the Settlement Agreement and
Release.

Since the Petition Date, the EBS Debtors reviewed their
operations and determined to enter into a settlement agreement
and release with the 360 Parties.  After negotiations, the
Parties agreed that:

    (a) EBS will reject:

        -- the Houston IRU Agreement,
        -- the Fiber Lease, and
        -- the Restated Denver-Houston IRU Agreement;

    (b) These Agreements will be terminated:

        -- the Chicago-New Orleans IRU Agreement,
        -- the Chicago-New Orleans Collocation Agreement,
        -- the Buffalo Collocation Agreement,
        -- the San Diego IRU Agreement,
        -- the San Diego-Austin Collocation Agreement,
        -- the Memphis IRU Agreement,
        -- the SLC IRU Agreement,
        -- the Denver IRU Agreement,
        -- the Optic Fiber Lease Canada,
        -- the Canada Collocation Agreement,
        -- the Limited Capacity Agreements,
        -- the Los Angeles-Sacramento IRU Agreement, and
        -- the Los Angeles-Sacramento Collocation Agreement;

    (c) The result of the Settlement Agreement and Lease, when
        combined with the 360 Rejection Order, is that:

        -- EBS will have assumed and assigned all of the Qwest
           Agreements to Qwest and all of the Qwest Agreements
           will have been rejected by 360 USA;

        -- all of the 360 Rejected Agreements will have been
           rejected by 360 USA and all of the 360 Rejected
           Agreements that are not Qwest Agreements will have
           been rejected by the EBS Debtors; and

        -- all of the other Agreements will be terminated;

    (d) Upon the rejection or termination, as applicable, of
        those Agreements which are not Qwest Agreements, the
        Parties will be mutually released from any past or future
        obligations to make payments, including without
        limitation, payment on any claim for liquidated damages,
        under any of the Non-Qwest Agreements or to otherwise
        perform or provide any past of future service under any
        of the Non-Qwest Agreement;

    (e) The Parties will waive and release any and all damages to
        which any of them may be entitled under the Bankruptcy
        Code, or otherwise, as the result of the rejection or
        termination, as applicable, of the Non-Qwest Agreements;

    (f) Upon the rejection of the Qwest Agreements by the
        relevant 360 Parties, the 360 Parties will be released
        from any obligations which arose on or before the Qwest
        Closing Date to make payments under the Qwest Agreements,
        including without limitation, payment on any claim for
        liquidated damages, but the 360 Parties will not be
        released from any claims arising under Section 502(g) as
        a result of their rejection of the Qwest Agreements, and
        the claims have been assigned to Qwest effective as of
        the Qwest Closing Date;

    (g) Effective upon rejection or termination, as applicable,
        all rights in the fibers, the conduit and the associated
        assets, which are the subject of the Chicago-New Orleans
        IRU Agreement, the Fiber and Conduit Lease, the San Diego
        IRU Agreement, the Memphis IRU Agreement, the SLC IRU
        Agreement, the Denver IRU Agreement, the Optic Fiber
        Lease Canada and the Fiber and Conduit Lease, will revert
        to the appropriate 360 Parties and the rights of use
        granted to the EBS Parties will terminate;

    (h) Effective upon rejection or termination, as applicable,
        all rights granted in the fibers, the conduit and the
        associated assets, which are the subject of the Austin IRU
        Agreement, the Restated Denver-Austin IRU Agreement, the
        Restated Salt Lake City IRU Agreement, the Houston IRU
        Agreement, the Fiber Lease and the Restated
        Denver-Houston IRU Agreement, will revert to Qwest, as
        transferee of the EBS Network, and the rights of use
        granted to the 360 Parties will terminate;

    (i) Effective upon rejection or termination, as applicable,
        all rights in the fibers, the conduit and the associated
        assets, which are the subject of the Los
        Angeles-Sacramento IRU Agreement will revert to EBS Inc.
        and the rights of use granted to the 360 Parties will
        terminate; and

    (j) Effective upon rejection or termination, as applicable,
        all rights in the "Leased Ducts" as defined in the Fiber
        and Conduit Lease will pass to EBS Inc. and all
        obligations of the 360 Parties relating to the Leased
        Ducts, including but not limited to, any obligations
        arising under the Fiber and Conduit Lease, will be
        terminated, and all rights of use of any 360 Parties in
        the Leased Ducts will terminate.

Ms. Gray contends that the EBS Debtors' entry into the Settlement
Agreement and Release is warranted because:

    (a) the EBS Debtors are no longer in the business of
        providing or utilizing the services described in the
        Agreements;

    (b) the rejection or termination of the Agreements resolve
        the Claims without the costs associated with potential
        litigation;

    (c) the Agreements are not part of EBS Debtors' core
        businesses; and

    (d) it allows the EBS Debtors to eliminate or avoid
        additional lease and maintenance fees, operational risks,
        potential litigation and any rejection damages the 360
        Parties could claim in connection with the forced
        rejection of the EBS Rejected Agreements and the
        termination of the remaining Non-Qwest Agreements;

Accordingly, pursuant to Section 365 of the Bankruptcy Code and
Rule 9019 of the Federal Rules of Bankruptcy Procedure, the EBS
Debtors ask the Court to approve:

    (1) their rejection of the identified Agreements; and

    (2) the execution, delivery and performance of the Settlement
        Agreement entered into by the Parties in satisfaction of
        their obligations under the Agreements. (Enron Bankruptcy
        News, Issue No. 83; Bankruptcy Creditors' Service, Inc.,
        609/392-0900)


EXIDE: Committee Seeks Clarification on Counsel's Compensation
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Exide Technologies and its debtor-affiliates seeks a
clarification that:

   (a) Sonnenschein may be compensated for its work in connection
       with opposing the Debtors' reorganization plan and the
       confirmation hearing; and

   (b) the work Sonnenschein performed in connection with the
       Plan and confirmation hearing does not constitute work and
       expenses related to the prosecution of claims and defenses
       regarding the validity, perfection, priority or
       enforceability of the Debtors' prepetition indebtedness or
       the prepetition liens asserted by the Prepetition Lenders,
       and, accordingly, Sonnenschein is entitled to be paid from
       the Lender Funds, as the terms is defined in the Final DIP
       Order.

On January 15, 2003, the Court authorized the Committee to retain
Sonnenschein and provided that other than with respect to
services provided and fees incurred in connection with the
Prosecution of Claims and Defenses, Sonnenschein would be
compensated in accordance with Sections 330 and 331 of the
Bankruptcy Code.  The Order also provided that Sonnenschein would
be compensated solely from non-lender funds and the proceeds of
any of the successful prosecution or settlement of claims and
defenses.

On January 16, 2003, the Committee, along with R2 Investments,
LDC, filed an adversary proceeding against the agents for the
Prepetition Lenders asserting claims and defenses.  Sonnenschein
represented the Committee in the adversary proceeding.

The Debtors' Plan purports to settle the Adversary Proceeding.  
The Debtors' ability to impose a settlement and its
appropriateness will be heard at the plan confirmation hearing on
October 21 and 22, 2003.  Because of Sonnenschein's familiarity
with the issues at stake, it has been given responsibility for
the presentation of the Committee's position on the Settlement at
the confirmation hearing.

According to David B. Stratton, Esq., at Pepper Hamilton LLP, in
Wilmington, Delaware, the Committee wants to clarify that the
work done by Sonnenschein in connection with opposing the Plan
and the confirmation hearing does not constitute the prosecution
of the Claims and Defenses and that Sonnenschein is, accordingly,
entitled to be paid from the Lender Funds for the work it is
doing in connection with the Plan and the confirmation hearing.  
Mr. Stratton explains that it is the Adversary Proceeding, and
not the Plan, that involves prosecution of the Claims or
Defenses.  If the Settlement is approved, Mr. Stratton notes that
the Adversary Proceeding will end and the prosecution of Claims
and Defenses will end as well.  If the Settlement is not
approved, the Adversary Proceeding will continue, as will the
prosecution of Claims and Defenses.

Mr. Stratton informs the Court that Sonnenschein's work in
connection with the Plan and Settlement does not involve the
assertion of any claims and defenses against the Prepetition
Lenders.  Rather, it involves issues associated with the Debtors'
ability to impose the Settlement on the Committee and the
reasonableness of the Settlement.

"This is work of a type for which the Firm is entitled to be
compensated under the Order," Mr. Stratton says. (Exide Bankruptcy
News, Issue No. 31; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


GLIMCHER REALTY: Closes Sale of Community Center for $3.75 Mill.
----------------------------------------------------------------
Glimcher Realty Trust, (NYSE: GRT), one of the country's premier
retail REITs, reported the sale of a community center asset, in
keeping with its strategy to reduce debt through non-strategic
asset sales.

The Company sold Morningside Plaza, a 75,155 square foot community
center in Dade City, FL, for $3.75 million.  The proceeds were
used to repay an existing $2.6 million mortgage and to pay down
short-term borrowings under the Company's line of credit.

As of October 16, 2003, the Company's 24 regional malls represent
20.9 million square feet of gross leasable area and the Company's
community center portfolio includes 46 properties representing 5.3
million square feet of GLA.

Glimcher Realty Trust -- a real estate investment trust whose
corporate credit and preferred stock ratings are rated by Standard
& Poor's at BB and B, respectively -- is a recognized leader in
the ownership, management, acquisition and development of enclosed
regional and super-regional malls, and community shopping centers.

Glimcher Realty Trust's common shares are listed on the New York
Stock Exchange under the symbol "GRT." Glimcher Realty Trust is a
component of both the Russell 2000(R) Index, representing small
cap stocks, and the Russell 3000(R) Index, representing the
broader market. Visit Glimcher at: http://www.glimcher.com


GLOBAL CROSSING: Court Expunges $1.4-Mil. Share Ownership Claims
----------------------------------------------------------------
Global Crossing Ltd. and its debtor-affiliates object to 66 Stock
Ownership Claims totaling $1,440,460 and ask the Court to disallow
and expunge them in their entirety.

According to Paul M. Basta, Esq., at Weil, Gotshal & Manges LLP,
in New York, the Stock Ownership Claims are based solely on the
Claimants' purported status as an owner of shares of common or
preferred stock of Global Crossing Ltd. or Global Crossing
Holdings Ltd.  Ownership of the stock constitutes an equity
interest in the Debtors -- not a claim against the Debtors'
estate.  Moreover, Mr. Basta points out that, pursuant to the Bar
Date Order, the Debtors' stockholders are excluded from the
requirement of filing proofs of claim in these Chapter 11 cases.  
Thus, expungement of the Claims will not impair any distribution
to be made under the Plan.

Among the Stock Ownership Claims are:

   Claimant                         Claim No.      Amount
   --------                         ---------      ------
   Donald F. Yancy                    3080        $90,000
   Kathy Thomson                      3668         65,887
   Dennis Oeth                        3530         58,072
   Leon E. Nyssen                     4830        282,400
   Mary P. Jordison                   2247         60,000
   James Guarino                      9465        130,552
   Joy M. Eldred                      8532         92,894
   Keven Beranek                      3793         71,950
   Thomas Beckfield                   5756         80,000

                          *     *     *

Judge Gerber expunges and disallows the 66 Stock Ownership Claims
in their entirety totaling $1,440,461. (Global Crossing Bankruptcy
News, Issue No. 48; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


GREAT LAKES AVIATION: Reports Slight Decrease in Sept. Traffic
--------------------------------------------------------------
Great Lakes Aviation, Ltd. (OTC Bulletin Board: GLUX) announced
preliminary passenger traffic results for the month of September.

Scheduled service generated 10,892,000 revenue passenger miles
(RPM's), a 0.3 percent decrease from the same month last year.  
Available seat miles (ASM's) decreased 9.9 percent to 27,393,000.  
As a result, load factor increased 3.9 points to 39.8 percent.  
Passengers carried decreased 3.8 percent to 39,546 when compared
with September 2002.

For the nine months ending September 30, 2003 compared to the same
nine month period in 2002, revenue passenger miles decreased 12.9
percent to 89,351,000 while available seat miles decreased 9.0
percent to 244,844,000, resulting in a load factor of 36.5 percent
for the year 2003 compared to 37.2 percent for the same nine month
period in 2002.  The company carried 323,707 revenue passengers
for the nine-month period ending September 30, 2003, a 16.4
percent decrease on a year over year basis.

Great Lakes announces new code-share service with Frontier
Airlines between Denver, Colorado and Wichita, Kansas beginning
November 1, 2003.  This service will be provided in the EMB-120
Brasilia equipment.

As of October 1, 2003, Great Lakes is providing scheduled
passenger service at 41 airports in eleven states with a fleet of
Embraer EMB-120 Brasilias and Raytheon/Beech 1900D regional
airliners.  A total of 182 weekday flights are scheduled at three
hubs, with 172 flights at Denver, 4 flights at Minneapolis/St.
Paul, and 6 flights at Phoenix.  All scheduled flights are
operated under the Great Lakes Airlines marketing identity in
conjunction with code-share agreements with United Airlines and
Frontier Airlines at their Denver hub.

Additional information is available on the company Web site that
may be accessed at http://www.greatlakesav.com

                            *    *    *

                     Going Concern Uncertainty

On February 28, 2003, the Company discontinued all operations at
its Chicago O'Hare hub along with corresponding service to the
subsidized communities of Manistee, Ironwood and Iron Mountain,
Michigan and Oshkosh, Wisconsin after the United States Department
of Transportation elected to select a carrier to provide EAS to a
different hub for all points except Oshkosh. At Oshkosh the
community's eligibility for subsidy was terminated.

In April 2003, the Company began negotiations with United to
modify and extend the existing code share agreement beyond its
current expiration date of April 30, 2004. During the negotiation
process, United filed a preemptive motion in the bankruptcy court
to reject the code share agreement. On July 11, 2003 the Company
and United signed a Memorandum of Understanding outlining the
terms of the proposed amendment to the code share agreement. On
July 18, 2003, United withdrew its bankruptcy court motion to
reject the code share agreement. Also effective on that date, the
Company and United amended their code share agreement, formalizing
the terms under which the two companies will operate in the
future.

Pursuant to the amendment to the code share agreement, the Company
granted United rights to enter five Denver hub markets for which
the Company previously had exclusivity rights. In exchange for
releasing exclusivity with respect to those markets, previous
restrictions placed on the Company regarding code sharing and
frequent flier program participation at the Denver hub with other
major carriers was removed. The Company and United also agreed on
a payment structure for amounts the Company owes United.

Subject to the Company's compliance with the code share agreement,
as amended, as of December 31, 2005, United has agreed to extend
the term of the code share agreement through April 30, 2007.
United may elect to assume or reject the amended code share
agreement in connection with its ongoing bankruptcy proceedings.

Due to significant losses in 2001 and 2002, at December 31, 2002,
the Company had exhausted its outside sources of working capital
and funds and was in arrears in payments to all the institutions
providing leases or debt financing for the Company's aircraft. On
December 31, 2002 and during the first four months of 2003, the
Company restructured its financing agreements with Raytheon
Aircraft Credit Corporation and certain other institutions
providing financing for the Company's aircraft. The effect of
these restructurings was to reduce the Company's total debt and
lease obligations owing to these creditors and to reduce the
amount of the Company's scheduled monthly debt and lease payments.
The restructuring with Raytheon also provided for the return of
seven surplus aircraft not used in current operations to Raytheon
during the course of 2003.

During 2003, the Company, due to the effects of reduced traffic
and correspondingly reduced revenue during the Iraq War, has been
unable to generate sufficient cash flow to service the Company's
restructured debt and lease payment obligations as required by the
Raytheon and other restructuring agreements. As of June 30, 2003
the Company was approximately $4.9 million, or 75%, in arrears in
respect of such rescheduled payments for the six months ending
June 30, 2003 and in default on substantially all of the Company's
agreements with the institutions providing financing for the
Company's aircraft.

There are significant uncertainties regarding the Company's
ability to achieve the necessary cash flow to meet the payments
required under the Raytheon and other restructuring agreements due
to a variety of factors beyond the Company's control, including
the outcome of United's reorganization in bankruptcy, the
evolution of United's continuing code share relationship with the
Company; reduced passenger demand as a result of general economic
conditions, public health concerns, security concerns and foreign
conflicts; volatility of fuel prices; and the amount of Essential
Air Service funding and financial support available from the U.S.
government.

Ultimately, the Company must generate sufficient revenue and cash
flow to meet the Company's obligations as currently structured,
obtain additional outside financing or renegotiate the Company's
restructured agreements with its creditors in order to set a level
of payments that can be reasonably serviced with the cash flows
generated by the Company under current market conditions. The
Company is engaged in on-going negotiations with Raytheon and its
other creditors with respect to its default under the terms of its
debt and lease agreements with these institutions.

The Company's auditors have included in their report dated
March 17, 2003 on the Company's financial statements for the year
ended December 31, 2002 an explanatory paragraph to the effect
that substantial doubt exists regarding the Company's ability to
continue as a going concern due to the Company's recurring losses
from operations and the fact that the Company has liabilities in
excess of assets at December 31, 2002.


INAMED CORP: Will Publish Third-Quarter Results on October 29
-------------------------------------------------------------
Inamed Corporation (Nasdaq:IMDC), a global healthcare company,
will report third quarter 2003 financial results on Wednesday,
October 29, 2003 after the financial markets close.

The announcement will be followed by a conference call at 5:00
p.m. (EDT) with the investment community.

Live audio of the conference call will be simultaneously broadcast
over the Internet and will be available to members of the news
media, investors and the general public. The conference call is
expected to last one hour. The event can be accessed via the
Internet by going to Inamed's Web site at http://www.inamed.com  
The event will be archived and available for replay for seven days
after the conference call.

Inamed (Nasdaq:IMDC) (S&P, BB- Corporate Credit Rating, Positive
Outlook) is a global healthcare company with over 25 years of
experience developing, manufacturing and marketing innovative,
high-quality, science-based products. Current products include
breast implants for aesthetic augmentation and for reconstructive
surgery; a range of dermal products to treat facial wrinkles; and
minimally invasive devices for obesity intervention, including the
LAP-BAND(R) System for morbid obesity. The Company's Web site is
http://www.inamed.com   


INTEGRATED HEALTH: Demands $4.5Mil. Severance Pay from Briarwood
----------------------------------------------------------------
The Integrated Health Services Plan provides for the
implementation of certain transactions, including:

   (1) the sale of substantially all of Integrated Health
       Services, Inc.'s businesses pursuant to a Stock
       Purchase Agreement dated January 28, 2003, between
       IHS and Abe Briarwood Corporation; and

   (2) the transfer of certain excluded assets and liabilities
       set forth in the Stock Purchase Agreement to IHS
       Liquidating LLC.

On September 3, 2003, IHS and Briarwood closed the Stock Purchase
Agreement effective as of August 29, 2003. The Plan became
effective on September 9, 2003.  

                    The Severance Obligations

Pursuant to the Plan and the Stock Purchase Agreement, certain
excluded assets and excluded liabilities were transferred to IHS
Liquidating LLC, effective August 29, 2003.  The Excluded
Liabilities include up to $4,500,000 in respect of certain
employee severance costs.  Although the Stock Purchase Agreement
does not specifically provide whether IHS Liquidating's
obligation requires it to pay the employees directly or to
reimburse Briarwood for these obligations, IHS Liquidating
advised Briarwood that it would be willing to pay the Severance
Obligations as they come due.

Accordingly, after the Effective Date, IHS Liquidating provided
Briarwood with a schedule setting forth the total amount of
Severance Obligations, the amounts paid to each severed employee
as of the Effective Date and the payment schedule for outstanding
Severance Obligations.  As reflected in the schedule, the
aggregate amount of Severance Obligations is $5,460,938, of which
either IHS or IHS Liquidating already paid $2,300,000.

By operation of the Stock Purchase Agreement, Joseph M. Barry,
Esq., at Young, Conaway, Stargatt & Taylor, LLP, in Wilmington,
Delaware, points out that any Severance Obligations in excess of
$4,500,000 are Briarwood's obligation.  However, Briarwood
informed IHS Liquidating that it now disputes the validity of
certain Severance Obligations.  IHS Liquidating believes that
Briarwood has no valid basis for contesting the validity of the
Severance Obligations and insists that the Severance Obligations
be paid in a timely manner.  Mr. Barry is concerned that with
respect to Severance Obligations, which IHS Liquidating intends
to pay, as well as any other Severance Obligations which were
already paid or may be paid in the future, Briarwood will take
the position that the payments do not constitute payments on
account of valid Severance Obligations and should not be applied
toward IHS Liquidating's $4,500,000 share.

Pursuant to Sections 105 and 1142 of the Bankruptcy Code, IHS
Liquidating asks the Court to determine that the Severance
Obligations are valid and direct Briarwood to pay for all
Severance Obligations in excess of $4,500,000.

Pursuant to Section 1142, the Court may direct any necessary
party to deliver any instrument or perform any act necessary for
the consummation of a plan of reorganization.  Mr. Barry notes
that Briarwood indicated an unwillingness to recognize and honor
certain Severance Obligations.  Briarwood's position exposes IHS
Liquidating to immediate risk of harm since either IHS or IHS
Liquidating already paid certain Severance Obligations, and
others are subject to immediate payment.  Absent an agreement
between IHS Liquidating and Briarwood as to the total amount of
valid Severance Obligations, IHS Liquidating cannot be certain
that Briarwood will recognize all individual payments it made as
applying against the $4,500,000 in Excluded Liabilities.

IHS Liquidating has a continuing interest in paying the Severance
Obligations on a timely basis.  Mr. Barry explains that to delay
the payment of these obligations as a result of disagreement
between IHS Liquidating and Briarwood would be unfair to the
severed employees who continued their employment with IHS in
reliance upon the satisfaction of the Severance Obligations.  
Moreover, some of the severed employees agreed to assist IHS
Liquidating with respect to the completion of the claims
reconciliation process.  These severed employees and others may
have institutional knowledge and information, which will aid IHS
Liquidating in the prosecution of claim objections and other
matters in which it has inherited an ongoing interest. (Integrated
Health Bankruptcy News, Issue No. 65; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


INTERMET CORP: Red Ink Continued to Flow in Third Quarter 2003
--------------------------------------------------------------
INTERMET Corporation (Nasdaq: INMT), one of the world's leading
manufacturers of cast-metal automotive components, reported 2003
third-quarter sales from continuing operations of $182.1 million,
compared with $192.6 million in the year-ago period.  

The company also reported a 2003 third-quarter net loss of $50
thousand, or 0 cents per diluted share, compared with a net loss
of $1.0 million, or 4 cents per diluted share in the third quarter
of last year. These essentially breakeven results were in line
with INTERMET's prior projections and First Call consensus.  
Income before income tax and minority interest was $281 thousand,
compared with a $3.8 million pretax loss in the third quarter of
2002.

Sales for the quarter were influenced primarily by lower
production levels at the traditional U.S. Big 3, the closure of
the Radford Foundry, the sale of Frisby P.M.C., and slower-than-
expected launches of new programs.  Third-quarter earnings were
impacted by the reduced level of sales and rising steel scrap
prices, offset by a gain on a sale of assets and a post-retirement
benefit curtailment gain related to the Radford Foundry closure.  
It should also be noted that in July of this year, INTERMET
announced the sale of Frisby P.M.C. as a divestiture of non-core
operations.  As a result, the company is reporting amounts related
to Frisby as "discontinued operations" for all periods presented.

Commenting on the quarter, President and CEO Gary F. Ruff said, "A
significant move by our major customers to reduce inventories with
incentive programs resulted in low production numbers from the
'Big 3,' which, in part, caused a five-percent drop in sales for
INTERMET compared with last year's third quarter.  Also, we began
the shutdown of the Radford Foundry and sold our Frisby machining
operation, which further impacted our sales results. However, I am
still pleased that we have been able to report essentially
breakeven results despite lower sales in what is traditionally our
toughest quarter.

"We have maintained efforts to balance steady improvement in our
operating efficiencies with continuing work on new and proprietary
technologies, many of which have or are being implemented into
production," Ruff said.  "We believe that our leading technology
position along with increased productivity will assure market-
share gains for INTERMET and prepare the company to take full
advantage of the worldwide growth of the automotive industry."

Vice President Finance and CFO Bob Belts said, "Gross margin for
the third quarter was 8.1 percent, 1.9 percentage points higher
than the 6.2 percent reported in the third quarter of 2002.  The
higher margin is directly attributable to structural changes we
made during the quarter along with efficiency improvements at our
plants."

Selling and administrative expenses were higher for the quarter,
mainly the result of the consolidation of the SG&A of the Porto,
Portugal, foundry. Overall debt at the end of the quarter was
$293.4 million, which also includes $15.7 million from the full
consolidation of Porto.  Excluding Porto, debt would have been
$7.2 million lower than the second quarter.  Depreciation and
amortization was reported at $13.1 million for the quarter.

For the first nine months of 2003, the company recorded a net loss
of $3.5 million, or 14 cents per diluted share, after the Radford
Foundry closure costs.  This compares with a 2002 nine-month net
income of $8.6 million, or 33 cents per diluted share.  INTERMET's
2003 nine-month sales were $578.8 million, down $31.0 million from
the same period last year.  The company generated cash flow from
operations of $22.1 million during the nine-month period, which
was used to help fund capital requirements and the Porto purchase.  
Capital spending to date totaled $11.6 million.

Ruff also commented, "As we are implementing our LASIK Vision
strategy and working to continually improve performance, a number
of very positive things already occurred within INTERMET during
the third quarter.  The acquisition of another 25 percent of
Porto, with the remaining 25 percent coming on board next year, is
an integral part of our global and low-cost operation strategies.  
To further support these strategies, work has begun on INTERMET's
100,000-square-foot ferrous foundry in Mexico.  With a number of
customer orders already in hand, we expect to be in production by
next summer.  And the opening of engineering and sales centers in
Germany and Japan reflects our strategy to bring INTERMET's full-
service capabilities to growing customer bases in both Europe and
Asia."

The INTERMET Board of Directors voted to approve a quarterly
dividend of 4 cents per share, payable January 2, 2004, to
shareholders of record as of December 1, 2003.

                        Fourth-Quarter Outlook

"We anticipate sales in the $188 million to $194 million range,
and diluted earnings per share from continuing operations to be
around two cents per diluted share," said CFO Belts.  "The tax
rate in the fourth quarter is expected to be 33 percent and
depreciation and amortization is expected to be about $12.5
million.  Capital spending should be about $5.0 million."

                     Director John H. Reed

INTERMET recently lost a valued colleague and friend when John H.
(Jack) Reed, a director since 1998, passed away on September 20
from complications resulting from a battle with cancer.  He was
71.

"Jack Reed has made significant contributions to INTERMET during
his tenure on the board," said John Doddridge, Chairman of
INTERMET.  "We were fortunate to have had his leadership and
wisdom available to us over the past five years.  His tremendous
knowledge of the automotive industry and his technical intellect
were matched by a very gracious and generous demeanor. His
presence will be missed."

With headquarters in Troy, Michigan, INTERMET Corporation (S&P,
BB- Corporate Credit Rating, Negative) is a manufacturer of
powertrain, chassis/suspension and structural components for the
automotive industry.  INTERMET's strategy is to be the world's
leading supplier of cast-metal automotive components.  The company
has more than 5,500 employees at facilities located in North
America and Europe.  More information is available on the Internet
at http://www.intermet.com


INTERSTATE BAKERIES: Initiates Comprehensive Reorganization Plan
----------------------------------------------------------------
Interstate Bakeries Corporation (NYSE:IBC) announced a
comprehensive, company-wide reorganization plan designed to
respond to the changing market for its products and to meet
evolving customer needs. The program will:

     -- enhance the accountability and responsiveness of IBC's
        management,

     -- raise standards for product quality,

     -- improve IBC's ability to interact with customers, and

     -- realign the organization as part of an effort by
        management to strengthen operational excellence.

"This is the new IBC," said James Elsesser, IBC's Chief Executive
Officer. "Our entire management team is committed to this
restructuring plan. Its purpose is to make us more nimble, more
consumer and customer focused, more cost conscious and, we hope,
more profitable."

The reorganization comes as the baking industry evolves from a
localized to a national model. Historically, baked goods companies
served grocers and wholesale customers through a decentralized
manufacturing and distribution system. Now, as national customers
are demanding consistent pricing, products and service, the
industry is shifting to more centralized management structures.
IBC's ability to make these changes is enhanced by advances in
technology that give its products longer shelf life and expand the
market in which fresh baked goods from a particular bakery may be
marketed.

IBC's reorganization was first announced to 150 company managers
at a two-day meeting in Kansas City on September 29 and 30, 2003.
"You are present at the creation of a new IBC," Elsesser told the
managers. "We know that change is difficult, but the market is
telling us that the time is right for making changes that will
enhance our ability to compete in an evolving market for baked
goods. We anticipate this reorganization will produce long-term
benefits for our Company, our customers, our stakeholders, and our
employees and their families."

IBC is going to increase its focus on strategy and execution. The
reorganization will provide for the development of one IBC
strategy and consistent execution. Some functions that are now
decentralized will be centralized. The Company's strategic
functions will draw on best practices from within the Company and
the industry, and implement them across IBC. The way IBC executes
its human resources, sales and manufacturing functions will be the
same across the entire Company. The operations organization will
be charged with executing the strategy to high-quality and
consistent standards.

"With this new organizational structure, our managers will be
better able to concentrate on their areas of strength," Elsesser
said. "We'll have our very best people in the jobs they are best
suited to perform."

The Company announced the filling of three key operations
assignments in the new organization. Robert P. Morgan will be
responsible for Sales & Trade Marketing Strategy; Thomas
Bartoszewski will be responsible for leading the Wholesale Bakery
Unit's Eastern Division; and Richard D. Willson will be
responsible for leading the Wholesale Bakery Unit's Western
Division. Currently Messrs. Morgan, Bartoszewski, and Willson run
IBC's three operating Divisions.

A major strategy to come out of the reorganization is the
Company's intention to focus more on building its branded product
lines from a more centralized organization. There will be a
corresponding decrease in emphasis on regional or local private
label products. "We have highly recognized national and regional
brands with strong customer loyalty," Elsesser said. "We intend to
build our brands and focus on higher-margin products in our
portfolio."

New technologies will also be deployed as part of the
reorganization. "With better information systems our decision
making will be more fact-based so we can respond to changes in the
marketplace more quickly and effectively," Elsesser said.

The reorganization plan was developed over several months by a
team of IBC executives, managers and consultants. The
reorganization plan meshes well with an ongoing review of internal
processes called Program SOAR, an acronym for Systems Optimization
And Re-engineering. SOAR team members are looking for ways to
rationalize production capacity, eliminate redundancies and
enhance profitability.

Interstate Bakeries Corporation (S&P, BB Corporate Credit and
Senior Secured Bank Loan Ratings, Negative) is the nation's
largest wholesale baker and distributor of fresh baked bread and
sweet goods, under various national brand names including Wonder,
Hostess, Dolly Madison, Merita and Drake's. The Company, with 58
bread and cake bakeries located in strategic markets from coast-
to-coast, is headquartered in Kansas City, Missouri.


KAISER ALUMINUM: Seeks Clearance for Burlington Settlement Pact
---------------------------------------------------------------
The Burlington Northern and Santa Fe Railway Company owns an
eight-acre parcel of property located in the Hillyard
neighborhood of Spokane, Washington at East 3412 Wellesley
Avenue.  From 1954 through 1987, Burlington and its predecessor
leased the Hillyard Site to various companies that used the
property to conduct certain aluminum processing operations,
including the processing of aluminum dross.  Based on the
relatively recent discovery of contaminants at the Hillyard Site
and subsequent request by the Washington Department of Ecology
that responsive actions be taken, Burlington undertook
investigative and remedial actions at the Hillyard Site.  For the
most part, the Remedial Actions, which resulted in expenses to
Burlington aggregating $3,000,000, have been completed.

Because one or more of the Kaiser Aluminum Debtors' facilities had
shipped aluminum materials to the Hillyard Site in the past,
Burlington contends that the Debtors are among the several parties
jointly and severally liable for the Remediation Costs.  
Accordingly, Burlington filed Claim No. 1607 for $3,328,070
against the Debtors.

While the Debtors dispute the Burlington Claim and were not
involved in the Remedial Actions taken, amid the negotiation of a
consent decree with various governmental entities, including the
Ecology Department, the Debtors and Burlington agreed to resolve
the issues concerning the remediation measures taken at the
Hillyard Site by entering into a settlement agreement.  The
Settlement Agreement is necessary for the Debtors to obtain the
benefits of the covenants not to sue and the contribution
protection provided for in the Consent Decree.  The Settlement
Agreement reduces and allows the Burlington Claim for $511,875.

The Settlement Agreement also provides both parties with mutual
releases in respect of all liabilities and claims arising from
any contamination of the Hillyard Site, including:

   (a) any hazardous or toxic substances or wastes, pollutants or
       contaminants;

   (b) any federal, state, local or common law regulations,
       including:

       -- the Comprehensive Environmental Response, Compensation
          and Liability Act,

       -- the Resource Conservation and Recovery Act, and

       -- the Model Toxics Control Act; and

   (c) any reimbursement of response costs or Natural Resource
       Damages incurred or to be incurred by either the Debtors
       or Burlington, including any cleanup, restoration,
       rehabilitation, replacement or acquisition actions
       undertaken in lieu of payment of damages relating to the
       release of Hazardous Substances from the Site.  Natural
       Resource Damages will also include any costs of assessing
       injury to, destruction of, or loss of any natural
       resources.

Patrick Leathem, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, notes that the Debtors do not admit to any
liability concerning the Hillyard Site contamination by entering
into the agreement with Burlington.

By this motion, the Debtors ask the Court to approve the
Burlington settlement. (Kaiser Bankruptcy News, Issue No. 33;
Bankruptcy Creditors' Service, Inc., 609/392-0900)  


KASPER A.S.L.: Court to Consider Reorganization Plan on Nov. 19
---------------------------------------------------------------
Kasper A.S.L., Ltd. (KASPQ.OB) reported that on October 15, 2003,
the Bankruptcy Court approved its Third Amended and Restated
Disclosure Statement. The Court approval authorizes Kasper to
distribute the Disclosure Statement and solicit ballots for the
acceptance of the Company's Third Amended and Restated Plan of
Reorganization dated October 10, 2003.

The Company also announced that objections to the confirmation of
the Plan must be served and filed on or before November 11, 2003,
the voting deadline is November 12, 2003, and the Bankruptcy Court
hearing on confirmation of the Plan was set for November 19, 2003.

While the Company believes that there may ultimately be a
distribution of cash to its shareholders under the Plan, because
there are significant contingencies that must be first overcome,
including the resolution of certain disputed claims, there can be
no assurance that any such distribution will be made to its
shareholders.

As previously announced, on August 7, 2003 the Company entered
into an agreement to be acquired by Jones for $204.0 million in
cash and the assumption of deferred liabilities, primarily pre-
paid royalties, projected to be approximately $11.5 million at
closing, for an aggregate value of $215.5 million, subject to
adjustments.

Kasper A.S.L., Ltd. is a leading marketer and manufacturer of
women's suits and sportswear. The Company's brands include Albert
Nipon, Anne Klein, Kasper and Le Suit. The Company also licenses
its Albert Nipon, Anne Klein, and Kasper brands for various men's
and women's products.


LABRANCHE: LT Counterparty Credit Rating Drops a Notch to BB
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on LaBranche & Co. Inc. to 'BB' from
'BB+'. At the same time, the ratings were placed on CreditWatch
with negative implications.

The downgrade and CreditWatch placement reflect the weak earnings
performance of LaBranche for 2003, the announcement that the NYSE
has widened the scope of its investigation into the firm's trading
practices, and increasing pressure on the specialist business
model. While the NYSE has not yet concluded its investigation,
Standard & Poor's is concerned that the investigation may lead to
the implementation of stricter regulations, which could negatively
affect the specialists' ability to conduct principal trading.
Principal trading represented 68% of the firm's total revenues in
the first six months of 2003.

"The long-term credit rating was also placed on CreditWatch with
negative implications due to Standard & Poor's concern about the
possibility for continued weak profitability for the foreseeable
future, which could hinder LaBranche's ability to refinance
maturing debt under reasonable terms," said Standard & Poor's
credit analyst Baylor A. Lancaster.

Standard & Poor's will discuss with management the outlook for
earnings and plans for repayment of the $100 million of debt
maturing in August 2004. At this time, the level of EBITDA and the
full availability of a $200 million committed credit facility
provide an adequate level of liquidity to meet this obligation.

LaBranche, which acts as the specialist for more than 650
companies, is the largest NYSE specialist firm in terms of both
dollar and share volume traded.


LAND O'LAKES: Denies Involvement in Negotiations with Saputo Inc
----------------------------------------------------------------
Land O'Lakes, Inc. officials indicated that the company is not,
and has not been, engaged in negotiations with Saputo, Inc.
regarding the sale of any of its dairy business assets.  

The comments came in response to recent rumors and financial
analyst speculation that Canadian-based Saputo was interested in
purchasing Land O'Lakes dairy products assets.

"While we normally do not respond to rumors and speculation," Land
O'Lakes Vice President of Public Affairs Don Berg said, "as a
cooperative organization, we do feel a unique responsibility to
respond to our member-owners, and this particular rumor did result
in a considerable number of questions."

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

                         *     *     *

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

     Rating Action                           To           From

  Land O'Lakes, Inc.

     * Senior implied rating                 B1            Ba2

     * Senior secured rating                 B1            Ba2

     * Senior unsecured issuer rating        B2            Ba3

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

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

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

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

  Land O'Lakes Capital Trust I

     * $191 million 7.45% Trust preferred
       securities                            B3            Ba3

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


LA QUINTA: Continues Expansion With the Opening of 6 New Hotels
---------------------------------------------------------------
La Quinta Corporation (NYSE: LQI) announces the opening of six
hotels in several states, including three new locations in Texas.  
The new hotels represent an additional combined 499 guestrooms in
the La Quinta system.

Since launching its expansion program in the fall of 2000, La
Quinta has opened more than 80 hotels, including the following new
properties:

     --  the 60-room, La Quinta Inn-Crossville in Crossville, TN.

     --  the 92-room, La Quinta Inn-Columbia in Columbia, MO.

     --  the newly constructed 53-room, La Quinta Inn & Suites-
         Victorville in Hesperia, CA.

     --  the newly constructed 62-room, La Quinta Inn & Suites-
         Brownsville in Brownsville, TX.

     --  the 85-room, La Quinta Inn & Suites-Houston North Beltway
         in Houston, TX.

     --  the newly constructed 147-room, La Quinta Inn & Suites-
         South Padre Island on South Padre Island, TX.

"With more than 35 properties in various stages of development, we
are obviously quite pleased with our expansion efforts to date and
will continue to aggressively seek out new development
opportunities," said Alan Tallis, executive vice president and
chief development officer of La Quinta Corporation.  "The addition
of these properties underscores La Quinta's commitment to growing
the brand throughout the U.S. and beyond."

All La Quinta Inns feature spacious rooms with amenities, such as
an in-room coffee maker, hair dryer, iron and ironing board, a 25"
television with movies on-demand, dataport phones with voicemail
and an oversized desk.

La Quinta Inn & Suites feature all of the same amenities as La
Quinta Inns, as well as a choice of three room types -- standard
rooms, king rooms and two-room suites.  Microwaves and
refrigerators are available in both king rooms and two-room
suites.  While two-room suites include a sleeper sofa, king rooms
include a choice of sleeper sofa or recliner.  Other features of
La Quinta Inn & Suites include an on-site fitness center, meeting
facilities, a guest laundry facility, a heated swimming pool and
spa.

Each property participates in La Quinta's loyal guest program, La
Quinta Returns.  This program offers a variety of special benefits
and the ability to earn points for every dollar spent at La
Quinta.  Points can be redeemed for free nights and other great
rewards.  Guests can enroll at http://www.LQ.com

Dallas-based La Quinta Corporation (NYSE: LQI) (Fitch, BB- Senior
Unsecured Debt Rating, Negative), a leading limited service
lodging company, owns, operates or franchises over 350 La Quinta
Inns and La Quinta Inn & Suites in 33 states. Today's news
release, as well as other information about La Quinta, is
available on the Internet at http://www.LQ.com     


LEAP: Court OKs Crickets' Assumption of Amended Cell Site Leases
----------------------------------------------------------------
Debtor Cricket Communications, Inc. is party to a large number of
non-residential real property leases on cell sites used in its
wireless telecommunications network. As part of the Debtors'
restructuring efforts, Cricket offered to assume the leases if the
landlords agree to reduce the rent.  The landlords to 278 Cell
Site Leases agreed to reduce the rent by 20%.

Accordingly, Cricket Communications sought and obtained approval
from the U.S. Bankruptcy Court for the Southern District of
California to assume the leases.

The rent adjustment will provide $116,912 in monthly savings or
$1,402,944 per year for Cricket. The cure amount for assuming the
leases as amended is $163,374 or $588 per lease. (Leap Wireless
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  


LODGENET ENTERTAINMENT: Net Capital Deficit Widens to $122 Mill.
----------------------------------------------------------------
LodgeNet Entertainment Corporation (Nasdaq: LNET), celebrating 10
years as a publicly traded company, reported its 40th consecutive
increase of comparative quarterly revenue.  

LodgeNet also reported $7.0 million in free cash flow for the
third quarter.  Revenue in the third quarter of 2003 increased
6.5% to $67.8 million in comparison to the third quarter of 2002.  
Operating income was $3.7 million in the third quarter this year
versus $3.2 million a year earlier.  Net loss in the third quarter
of 2003 was $5.4 million versus a net loss $5.5 million in the
third quarter of 2002.

At September 30, 2003, LodgeNet's balance sheet shows a working
capital deficit of about $12 million, and a total shareholders'
equity deficit of about $122 million.

"LodgeNet delivered on its pledge to generate free cash flow in
the third quarter of 2003, as we produced $7.0 million of free
cash flow after all growth-related investment activities," said
Scott C. Petersen, President and CEO.  "At the same time, we
continued to expand our room base and increase our digital
platform penetration based on our long-term growth objectives.  
During the quarter, our digital base increased by 33,000 rooms.  
We also set third quarter records for revenue, gross profit, and
operating income, despite occupancy rates that were basically flat
compared to the third quarter of 2002."

"We are executing on our business plan and successfully leveraging
our operating footprint," said Gary H. Ritondaro, Senior Vice
President and CFO. "For the quarter, average revenue per Guest Pay
room was up 1.9% while operating costs were down 4.8% on a per-
room basis over last year.  In addition, our average capital
investment per new room decreased to $396 based on the design
configuration of our new digital SigNETureTV(SM) system, a
decrease of 11% from the end of 2002."

"As we continue to drive operating efficiencies and maximize the
cash generation capabilities of our business model, we are also
strategically expanding our industry-leading room base," added
Petersen.  "We are seeing strong demand for our digital systems
from hoteliers and travelers, and have increased our digital room
base over the past two and one-half years to almost 40% of total
Guest Pay rooms served.  As we've stated before, seasonality
factors will cause fourth quarter cash flow to be negative;
however, we remain on track to deliver on our goal of being net
free cash flow neutral after all growth expenditures for the
second half of 2003 taken as a whole."

                      RESULTS FROM OPERATIONS
            THREE MONTHS ENDED SEPTEMBER 30, 2003 VERSUS
                THREE MONTHS ENDED SEPTEMBER 30, 2002

Total revenue for the third quarter of 2003 was $67.8 million, an
increase of $4.1 million, or 6.5%, compared to third quarter of
2002.  Revenue from Guest Pay interactive services increased $4.9
million, or 8.0%, resulting from a 6.0% increase in average rooms
in operation.  Revenue per Guest Pay room increased 1.9% to $24.42
per month in the third quarter of 2003 from $23.97 per month in
the third quarter of 2002.  Movie revenue per room increased from
$18.98 to $18.99.  Revenue per room from other interactive
services increased 8.8%, from $4.99 per month in the third quarter
of 2002 to $5.43 in the current year quarter.  This increase was
driven by the continued expansion of revenue from TV Internet, TV
On-Demand, digital music, cable television programming, and other
interactive TV services available through the digital system.  The
digital platform was deployed in another 130,000 rooms as compared
to the third quarter of 2002.

Gross profit increased 2.2% to $36.7 million in the third quarter
of 2003 compared to $35.9 million in the third quarter of 2002.  
The overall gross profit margin decreased to 54.1% in the current
quarter compared to 56.4% in the prior year quarter.  Over half of
the decrease was attributable to increased programming costs due
to changes in the product mix.  The balance of the decline was
split between higher hotel commissions directly related to the
Company's "pay for performance" program and to lower margins
realized on the Company's TV Internet service.

Guest Pay operations expenses were $8.1 million in the third
quarter of 2003, an increase of 4.9% compared to the year earlier
quarter.  The increase was primarily due to the 6.0% increase in
average rooms in operation, offset by continued operating
improvements and efficiencies.  As a percentage of revenue, Guest
Pay operations expenses decreased to 11.9% in the third quarter of
2003 compared to 12.1% in the year earlier period.  Per average
installed room, Guest Pay operations expenses decreased to $2.98
per month in the third quarter of 2003 compared to $3.01 per month
in the prior year quarter.

Selling, general and administrative expenses decreased by
$272,000, from $5.7 million in the third quarter of 2002 to $5.4
million in the third quarter of 2003.  As a percentage of revenue,
SG&A decreased to 8.0% compared to 9.0% for the third quarter of
2002.  Per average Guest Pay room, SG&A expenses decreased to
$2.01 per month in the third quarter of 2003 compared to $2.23 per
month in the prior year quarter.  The decrease was primarily due
to reductions in professional fees partially offset by increases
in payroll-related expenses.

Depreciation and amortization expenses increased 1.1% to $19.4
million in the current year quarter versus $19.2 million in the
third quarter of 2002. The increase was due to the 6.0% increase
in average rooms in operation and the amortization of intangibles
and distribution rights acquired in August 2002 offset to a
significant degree by fully depreciated assets.  As a percentage
of revenue, depreciation and amortization decreased from 30.2% in
the third quarter of 2002 to 28.7% in the third quarter of 2003.

As a result of factors previously described, the Company generated
operating income of $3.7 million in the third quarter of 2003, an
increase of 14.5%, or $466,000, compared to operating income of
$3.2 million in the year earlier quarter.  Operating income  
exclusive of depreciation and amortization was $23.1 million this
year compared to $22.5 million in the third quarter of 2002.

Interest expense increased 6.0% to $8.7 million versus $8.3
million in the third quarter of 2002.  The average principal
amount of long-term debt outstanding during the third quarter was
approximately $368 million, at an average interest rate of
approximately 9.5%, as compared to an average principal amount
outstanding of approximately $346 million, at an average interest
rate of approximately 9.6% in the prior-year quarter.

The Company's net loss was $5.4 million as compared to a net loss
of $5.5 million in the year earlier quarter.

Net cash provided by Operating Activities for the third quarter
was $20.0 million while net cash used for investing activities
including growth capital was $13.0 million, resulting in free cash
flow of $7.0 million. Growth capital for new Guest Pay rooms for
the quarter was $6.9 million.  For the third quarter of 2002, net
cash provided by Operating Activities was $20.8 million while net
cash used for investing activities including growth capital was
$19.8 million, resulting in free cash flow of $1.0 million. Growth
capital for new Guest Pay rooms for that quarter was $9.0 million.

                        2003 Outlook

With regard to financial results for the fourth quarter of 2003,
LodgeNet expects to report revenue of between $61.5 million and
$64.5 million, resulting in $0.2 to $1.5 million in operating
income.  Operating income exclusive of depreciation and
amortization is expected to be $19.5 to $21.0 million during the
quarter.  Loss per share estimates are $0.72 to $0.60 for the
fourth quarter of 2003.  With respect to the calendar year 2003,
LodgeNet expects to report revenue in a range from $251 million to
$254 million and operating income from $5.8 million to $7.3
million. Operating income exclusive of depreciation and
amortization is expected to be $84.5 to $86.0 million.  Loss per
share estimates are $2.89 to $2.77 for the full year 2003.

LodgeNet Entertainment Corporation -- http://www.lodgenet.com--  
is the leading provider in the delivery of broadband, interactive
services to the lodging industry, serving more hotels and guest
rooms than any other provider in the world.  These services
include on-demand digital movies, digital music and music videos,
Nintendo(R) video games, high-speed Internet access and other
interactive television services designed to serve the needs of the
lodging industry and the traveling public.  As the largest company
in the industry, LodgeNet provides service to 980,000 rooms
(including more than 910,000 interactive Guest Pay rooms) in more
than 5,800 hotel properties worldwide.  More than 260 million
travelers have access to LodgeNet systems on an annual basis.  
LodgeNet is listed on NASDAQ and trades under the symbol LNET.


LTV CORP: Files Joint Plan & Disclosure Statement in Ohio
---------------------------------------------------------
VP Buildings, Inc., United Panel, Inc., Varco Pruden
International, Inc., VP-Graham, Inc., LTV Blanking Corporation,
LTV Steel de Mexico, Ltd., and LTV-Walbridge, Inc. present Judge
Bodoh their Plan of Liquidation and Disclosure Statement.

The Liquidating Debtors disclose that all Cash that will be used
to fund the Plan will come from:  

      (a) proceeds received under the Intercompany Claims
          Settlement -- including any Conditional Settlement
          Proceeds paid to VP Buildings under that Settlement --
          and

      (b) any proceeds received from the successful prosecution,
          settlement or collection of Recovery Actions under
          the Bankruptcy Code.

These amounts will be paid into a Distribution Trust for payment
of the expenses of administration and, ultimately, payment to
claimants under the Plan.

Pursuant to the terms of the Intercompany Claims Settlement, the
amount of funds available from the Intercompany Claims Settlement
may increase by up to $7 million.  However, David G. Heiman, Esq.,
Heather Lennox, Esq., and Carl E. Black, Esq., at Jones Day, in
Cleveland, Ohio, clarify that there is no certainty that the net
proceeds from the disposition of matters that affect the amount of
Conditional Settlement Proceeds will be sufficient to result in
the payment of any amount of Conditional Settlement Proceeds to VP
Buildings.  The estimates of the amount of funds available from
Recovery Actions are based on the Debtors' preliminary review of
Recovery Actions and the pursuit of such actions to date.  Mr.
Heiman also cautions that there is no assurance that estimated
levels of recoveries will be achieved.

                   The Distribution Trust Expenses

All Cash held or to be held by the Debtors will be used to fund
the Trust Accounts to pay Distribution Trust Expenses and make
distributions to holders of Allowed Claims under the Plan.  A
Distribution Trust Expenses Account will be established to pay the
Distribution Trust Expenses.

The Debtors estimate Distribution Trust Expenses to be $1 million.  
The Expenses will be funded by the Estates by the creation of the
Distribution Trust Expenses Account as:

            (i) $910,000 from the VP Debtors;

           (ii) $40,000 from LTV Blanking;

          (iii) $30,000 from LTV Mexico; and

           (iv) $20,000 from LTV-Walbridge.

The Distribution Trustee may, in his sole discretion, modify such
amounts where necessary to avoid the possibility that one Estate
funds expenses relating solely to another Estate.  If the balance
of the Distribution Trust Expenses Account is insufficient to
satisfy all Distribution Trust Expenses, additional Cash may be
transferred by the Distribution Trustee from each of the Unsecured
Claims Trust Accounts or each of the Priority Claims Trust
Accounts in these Funding Percentages:

      (i) 91% from the VP Debtors' Unsecured Claims Trust Account
          or Priority Claims Trust Account;

     (ii) 4% from the LTV Blanking Unsecured Claims Trust
          Account or Priority Claims Trust Account;

    (iii) 3% from the LTV Mexico Unsecured Claims Trust
          Account or Priority Claims Trust Account; and

     (iv) 2% from the LTV-Walbridge Unsecured Claims Trust
          Account or Priority Claims Trust Account.

The estimate of Distribution Trust Expenses includes payments to
the Distribution Trustee, costs of Third Party Disbursing Agents,
professional fees, insurance fees, taxes, escrow expenses and
other costs necessary to implement the Plan.

                    Substantive Consolidation

The Plan provides for the substantive consolidation of the
Liquidating Debtors for the purpose of implementing the Plan,
including for purposes of voting, confirmation and distributions
to be made under the Plan, but not for separate corporate
existence outside of the Plan.

Substantive consolidation is an equitable remedy in bankruptcy,
which results in the pooling of the assets and liabilities of a
debtor and one or more other debtors solely for purposes of the
bankruptcy case, including for purposes of distributions to
creditors and voting on and treatment under a plan of
reorganization.  There are no definitive rules as to when
substantive consolidation will be ordered.  In approving requests
for substantive consolidation, bankruptcy courts generally look to
factors like:  

      (a) the commingling of assets and business functions,  

      (b) the difficulty in segregating assets,  

      (c) the unity of interests in ownership,  

      (d) the existence of inter-corporate loan guarantees,  

      (e) the presence of consolidated financial statements,  

      (f) the profitability of consolidation at a single
          location, and  

      (g) the transfer of assets without observance of
          corporate formalities.

No single factor is determinative.  The Debtors believe that these
factors support a substantive consolidation of the Liquidating
Debtors under the current circumstances.  No assurance can be
given, however, that the Bankruptcy Court will approve the
proposed substantive consolidation of the Liquidating Debtors.

Pursuant to the proposed Confirmation Order:

      (a) all assets and liabilities of the Liquidating Debtors
          will be deemed merged;

      (b) all guarantees by one Liquidating Debtor of the
          obligations of any other Liquidating Debtor will be
          deemed eliminated so that any Claim against any  
          Liquidating Debtor and any guarantee executed by any
          other Liquidating Debtor and any joint or several
          liability of any of the Liquidating Debtors will be
          deemed one obligation of the consolidated Debtors;
          and

      (c) each and every Claim filed or to be filed in the
          bankruptcy case of any of the Liquidating Debtors will
          be deemed filed against the consolidated Liquidating
          Debtors and will be deemed one Claim against and a
          single obligation of the consolidated Liquidating
          Debtors.  This substantive consolidation -- other than
          for the purpose of implementing the Plan -- will not
          affect the legal and corporate structures of the
          Liquidating Debtors.

         All Contracts And Leases Not Assumed Will Be Rejected

On the Effective Date of the Plan, except for an Executory
Contract or Unexpired Lease that was previously assumed and
assigned, or rejected by an order of the Bankruptcy Court, each
Executory Contract and Unexpired Lease entered into by a Debtor
prior to the Petition Date that has not previously expired or
terminated under its own terms will be rejected pursuant to
Section 365 of the Bankruptcy Code.  

If the rejection of an Executory Contract or Unexpired Lease gives
rise to a Claim by the other party or parties to such contract or
lease, that Claim will be forever barred and will not be
enforceable against the Debtors, the Distribution Trustee, the
Debtors' Estates or their Trust Accounts unless a proof of Claim
or proof of Administrative Claim is filed and served on the
Distribution Trustee, no later than 30 days after the Effective
Date.

                Non-Statutory Confirmation Requirements

The Liquidating Debtors present these additional conditions to
confirmation of the Plan:

      * The Confirmation Order will be reasonably acceptable in
        form and substance to the Debtors and the Noteholders'
        Committee and will include the approval of the
        substantive consolidation of the Liquidating Debtors;

      * The Plan has not been amended, altered or modified from
        the Plan as filed on October 9, 2003, unless the
        amendment, alteration or modification has been agreed  
        to by the Noteholders' Committee;

      * All Exhibits to the Plan are in form and substance
        reasonably satisfactory to the Debtors and the
        Noteholders' Committee; and

      * The Intercompany Claims Settlement Order has been
        entered, has not been reversed, stayed, modified or
        amended and has become a Final Order. (LTV Bankruptcy
        News, Issue No. 56; Bankruptcy Creditors' Service, Inc.,
        609/392-00900)


MCDERMOTT INT'L: Look for September Quarter Results on Nov. 4
-------------------------------------------------------------
McDermott International Inc. (NYSE:MDR) announced a calendar of
upcoming events.

The Company expects to release its financial results for the
quarter ended Sept. 30, 2003 on Nov. 4, 2003 after the close of
trading on the New York Stock Exchange. A conference call with
senior management is scheduled for 10:00 a.m. EST / 9:00 a.m. CST
on Nov. 5, 2003.

In addition, the Company will host an analyst day in New York City
on Nov. 19, 2003. McDermott's chief executive officer, chief
financial officer and its general counsel will present a business
update to the financial community.

A copy of the earnings release and analyst day presentation will
be accessible at the Company's Web site, http://www.mcdermott.com
in the investor relations section. The public is invited to listen
to the conference call and presentation by webcast, also located
at the Company's Internet Web site. A telephone replay of the
earnings conference call will be available by dialing 888-286-8010
with the access code: 31426403. For more information on these
events, please call Jay Roueche, director of investor relations.

McDermott International Inc. -- whose June 30, 2003 balance sheet
shows a total shareholders' equity deficit of about $433 million
-- is a leading worldwide energy services company. The Company's
subsidiaries provide engineering, fabrication, installation,
procurement, research, manufacturing, environmental systems,
project management and facility management services to a variety
of customers in the energy and power industries, including the
U.S. Department of Energy.


METALDYNE: B Rating Assigned to Proposed $100M Sr. Secured Notes
----------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B' rating to the
proposed $100 million senior unsecured notes due 2013 of Metaldyne
Corp. (BB-/Stable/--). Proceeds from the offering will be used to
repay the balance on the company's $98.5 million 4.5% subordinated
debentures due 2003. The notes will be guaranteed by each of the
company's domestic subsidiaries, which are guarantors or direct
borrowers under the company's credit facility.

At the same time, Standard & Poor's affirmed all outstanding
ratings on the company. The outlook remains stable.

The Plymouth, Michigan-based auto supplier had approximately $776
million in pro forma total debt outstanding at June 30, 2003,
excluding operating lease adjustments.

"Metaldyne's credit metrics are expected to improve over the
intermediate term to levels more consistent with the current
ratings as revenue benefits are realized from greater original
equipment manufacturers outsourcing," said Standard & Poor's
credit analyst Linli Chin. "Upside rating potential is limited by
an aggressive global growth strategy, though, resulting in
sustained high debt leverage, and volatile end-markets."

New key business awards of about $170 million for the first half
of 2003 place Metaldyne on track to meet revenue projections for
2003.


MIDWEST FUNDING: S&P Puts BB- Sr. Sec. Facility Rating on Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' rating on
Midwest Funding LLC's $774 million senior secured bank facility
due 2004 on CreditWatch with negative implications.

The rating action follows Standard & Poor's placement of Edison
Mission Midwest Holdings Co.'s 'BB-' corporate and credit facility
ratings on CreditWatch with negative implications. EMM Holdings is
owned by Edison Mission Energy (BB-/Watch Neg/--).

The downgrade of EMM Holdings reflects the increasing risk of a
successful refinancing of the company's $911 million credit
facility prior to the Dec. 11, 2003 maturity.

"We expect to resolve the CreditWatch soon. If the ratings on EMM
Holdings fall, then the rating on Midwest Funding's credit
facility will likely fall," said Standard & Poor's credit analyst
Terry Pratt.

EMM Holdings guarantees payment of lease obligations of its
subsidiary, Midwest Generation LLC, which is the ultimate lessee
of the Collins Station power plant. A portion of the lease
payments is used to service Midwest Funding's debt. Midwest
Funding is a special-purpose financing vehicle used by EMM
Holdings in the sale-leaseback transaction for the 2,698 MW
Collins Station gas- and oil-fired power plant.

Standard & Poor's concludes that the credit rating on the Midwest
Funding notes is based on the creditworthiness of EMM Holdings.
EMM Holdings unconditionally guarantees payments under the lease
for as long as the Midwest Funding notes are outstanding.


MIDWEST GENERATION: S&P Keeps Neg. Watch on BB- Notes Rating
------------------------------------------------------------  
Standard & Poor's Ratings Services placed its 'BB-' rating on
Midwest Generation LLC's $333.5 million pass through certificates
due 2009 and $813.5 million pass through certificates due 2016 on
CreditWatch with negative implications.

The rating action follows Standard & Poor's placement of its
ratings on Edison Mission Energy (EME; BB-/Watch Neg/--) and
Edison Mission Midwest Holdings Co. (EMM Holdings; BB-/Watch Neg/-
-) on CreditWatch with negative implications. EMM Holdings is a
wholly owned subsidiary of EME.

The CreditWatch listing for EMM Holdings reflects the increasing
risk of a successful refinancing of the company's $911 million
credit facility prior to the Dec. 11, 2003 maturity.

"We expect to resolve the CreditWatch soon. If the ratings on EME
are lowered, then the rating on Midwest Generation's pass through
certificates are likely to be lowered as well," said Standard &
Poor's credit analyst Terry Pratt.

Midwest Generation, a wholly owned subsidiary of EMM Holdings,
makes lease rent payments that cover debt service on the pass
through certificates. EME guarantees payment on the pass through
certificates. The pass through certificates were issued in
relation to the Powerton Station and Joliet Station leveraged
leases.


MIRANT CORP: Court Gives Interim Nod on KPMG LLP's Retention
------------------------------------------------------------
Mirant Corp. and its debtor-affiliates seek the Court's authority,
pursuant to Sections 327(a), 328 and 1107(a) of the Bankruptcy
Code and Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy
Procedure, to employ KPMG LLP as their accountants and auditors,
nunc pro tunc to July 14, 2003.

Ian T. Peck, Esq., at Haynes and Boone LLP, in Dallas, Texas,
informs Judge Lynn that the Debtors selected KPMG as their
accountants and auditors because of the firm's diverse experience
and extensive knowledge in the fields of accounting and taxation.  
The Debtors have employed KPMG as accountants since May 15, 2002.  
Thus, the firm is familiar with the books, records, financial
information and other data maintained by the Debtors.

KPMG agreed to render these services:

A. Accounting and Auditing Services

   (i) Audit and review examinations of the Debtors' financial
       statements as may be required from time to time;

  (ii) Analysis of accounting issues and advice to the Debtors'
       management regarding the proper accounting treatment of
       events;

(iii) Assistance in the preparation and filing of the Debtors'
       financial statements and disclosure documents required
       by the Securities and Exchange Commission;

  (iv) Assistance in the preparation and filing of the Debtors'
       registration statements required by the Securities and
       Exchange Commission in relation to debt and equity
       offerings; and

   (v) Performance of other permissible accounting or auditing
       services for the Debtors as may be necessary for KPMG LLP
       to be in compliance with generally accepted auditing
       standards.

B. Tax Advisory Services

   (i) Assistance regarding transaction taxes, state and local
       sales and use taxes;

  (ii) Assistance regarding real and personal property tax
       matters including, but not limited to, review of real and
       personal property tax records, negotiation of values with
       appraisal authorities, preparation and presentation of
       appeals to local taxing jurisdictions and assistance in
       litigation of property tax appeals;

(iii) Assistance with documentation and gap analysis related to
       tax related processes -- in conjunction with Mirant's
       Sarbanes-Oxley Section 404 initiative;

  (iv) Assistance with miscellaneous tax planning matters
       pursuant to existing engagement letters; and

   (v) Other consulting, advice, research, planning or analysis
       regarding tax issues as may be requested and approved by
       Mirant's Vice President for Tax.

In exchange for the services, KPMG will seek compensation based
on the hours actually expended by each assigned staff member.  
KPMG professionals' hourly rates, subject to periodic change,
are:

   Partners                              $600 - 800
   Directors/Senior Managers/Managers     360 - 645
   Senior/Staff Associates                180 - 585
   Paraprofessionals                       60 - 120

KPMG will also seek reimbursement for necessary out-of-pocket
expenses incurred in providing the professional services.

Michael J. Grillaert, a partner at KPMG LLP, relates that prior
to the Petition Date, KPMG was owed, for professional services,
$244,969.  KPMG also received a $1,500,000 advance payment
retainer from the Debtors.  The Firm's $174,795 unpaid fees will
be applied against the retainer.  Mr. Grillaert tells Judge Lynn
that once the Court authorizes the employment, KPMG will waive
any right to recover amounts owed to it by the Debtors for unpaid
prepetition services not applied against the Retainer.  KPMG will
not be a prepetition creditor of the Debtors at any time during
its retention and employment by the Debtors.  Any amounts from
the Retainer in excess of the fees and expenses incurred
prepetition will be applied against the postpetition fees and
expenses, to the extent the Court allows.

Mr. Grillaert assures the Court that KPMG is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.  In addition, KPMG does not hold or represent an
interest adverse to the estate that would impair the firm's
ability to objectively perform professional services for the
Debtors, in accordance with Section 327.  

                          *     *     *

On an interim basis, the Court permits the Debtors to employ
KPMG. (Mirant Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


NAVISITE INC: Names Thomas Evans to Company's Board of Directors
----------------------------------------------------------------
NaviSite, Inc. (Nasdaq: NAVI), a leading provider of application,
messaging and infrastructure management services, has appointed
Thomas R. Evans to its board of directors, effective October 3,
2003.

On October 10, 2003, Mr. Evans was also appointed to NaviSite's
Audit Committee, filling the position left vacant by Kenneth
MacAlpine, who resigned July 25, 2003.

Most recently, Mr. Evans has served as Chairman of the Board and
Chief Executive Officer for Official Payments, an online payment
service for government taxes and fees. Prior to that, Mr. Evans
was the President and Chief Executive Officer of Web site
development and hosting community, GeoCities, Inc., which was
acquired by Yahoo! Inc.

Mr. Evans also brings a strong background in media and publishing,
having served as President and Publisher for distinguished
publications such as U.S. News & World Report, The Atlantic
Monthly and Fast Company.

"We are fortunate to have a person of Tom Evan's reputation and
character serving on our Board of Directors and as a member of our
Audit committee," said Arthur Becker, NaviSite CEO. "Throughout
his career, Tom has demonstrated the viability of leveraging
technology to automate traditional business processes. This past
success will be a significant benefit to NaviSite management,
employees, and shareholders as we continue to execute our strategy
and support our customers who source business critical
applications and infrastructure."

Founded in 1997, NaviSite, Inc, (NASDAQ: NAVI) is a leading
provider of application, messaging and infrastructure management
services for more than 800 customers consisting of mid-market
enterprises, divisions of large multinational companies, and
government agencies. For more information, please visit
http://www.navisite.com

Navisite Inc.'s April 30, 2003 balance sheet shows a working
capital deficit of about $9 million, and a total shareholders'
equity deficit of about $6 million.


NET PERCEPTIONS: Fails to Comply with Nasdaq Listing Guidelines
---------------------------------------------------------------
Net Perceptions, Inc. (Nasdaq:NETP) has received notification from
the NASDAQ Stock Market, Inc. that the Company has failed to
comply with the minimum bid price requirements for continued
listing set forth in Marketplace Rule 4450(a)(5), and that its
securities are, therefore, subject to delisting from The Nasdaq
National Market.

The letter states that the Company will have until April 12, 2004
to regain compliance, and that if the Company is unable to regain
compliance by April 12, 2004, it may appeal the delisting
determination to a Listing Qualifications Panel, or apply to
transfer its securities to The Nasdaq SmallCap Market and avail
itself of any additional compliance grace period of The Nasdaq
SmallCap Market for which it is eligible.

Net Perceptions (Nasdaq:NETP) is a software and services company
that provides solutions for intelligent customer interaction that
drive demand, grow revenue and increase profitability. Founded in
1996, Net Perceptions is headquartered in Minneapolis, Minnesota.
Customers include market leaders such as 3M, Brylane, Great
Universal Stores, J.C. Penney, J&L Industrial Supply and Half.com.
For more information visit http://www.netperceptions.com

                           *   *   *

As reported in Troubled Company Reporter's August 8, 2003 edition,
the Company is considering a plan of dissolution and liquidation
as a possible course of action, while also seeking to settle or
otherwise resolve, as soon and to the extent reasonably
practicable, its existing obligations and liabilities, and
continuing to explore asset dispositions and any other third party
proposals which may be presented, with a view to resolving the
Company's future and providing maximum additional value to
stockholders as soon as possible.

The Company also announced a reduction in its workforce of twelve
positions, leaving the Company with ten full time employees,
including certain senior management and administrative employees
and, in an effort to preserve the value of the Company's
technology and products, certain key engineers familiar with these
assets. As part of the personnel reduction, Donald Peterson, the
Company's President and Chief Executive Officer, will be leaving
the Company and will receive certain severance benefits under his
previously disclosed employment contract. Mr. Peterson will also
resign as a director. Thomas Donnelly, the Company's Chief
Operating Officer and Chief Financial Officer, will become
President and will continue as Chief Financial Officer.

In its SEC Form 10-Q filed for the quarter ended March 31, 2003,
Net Perceptions reported:

"We have sustained losses on a quarterly and annual basis since
inception. As of March 31, 2003, we had an accumulated deficit of
$219 million. Our net loss was $2.4 million in the first quarter
of 2003 (including $1.2 million of restructuring related charges),
compared to a net loss of $3.5 million in the first quarter of the
prior year (including $367,000 of restructuring charges and
$80,000 of amortization of goodwill and other intangibles and non-
cash stock compensation expense). These losses resulted from
significant costs incurred in the development and sale of our
products and services as well as a decline in our product revenues
since the third quarter of 2000 which, based upon current marked
conditions and other factors, is likely to continue in 2003. We
anticipate that our operating expenses will also continue to
decline in 2003 and will continue to constitute a material use of
our cash resources. We also expect to incur additional losses and
continued negative cash flow from operations for the foreseeable
future. We do not expect to achieve profitability in 2003.

"In February 2003, in response to continued uncertainties in the
marketplace and the difficulties we are likely to continue facing
as a small public company, we engaged U.S. Bancorp Piper Jaffray,
Inc. to assist us in the exploration of near-term strategic
alternatives. Based on the outcome of this process, we expect to
determine in the near term how best to proceed to maximize
stockholder value. However, we cannot predict whether or when a
transaction will result from this process, or otherwise.
Accordingly, it is currently not feasible for management to make
estimates as to our future operating results with any certainty."


NEXTEL COMMS: Q3 2003 Results Reflect Debt Retirement Charges
-------------------------------------------------------------
Nextel Communications, Inc. (NASDAQ:NXTL), announced record
financial results for third quarter 2003 including income
available to common stockholders of $346 million, or $0.33 per
share, which includes the impact of debt retirement charges of
$132 million, or $0.13 per share.

Revenue was $2.9 billion, a 27% increase over last year's third
quarter. Operating income before depreciation and amortization was
$1.13 billion for the third quarter, increasing by 29% over the
third quarter of the prior year. Nextel added approximately
646,000 subscribers during the third quarter, bringing total
subscribers to 12.3 million at September 30, not including 245,000
ending subscribers from Nextel's Boost Mobile subsidiary which
added 102,000 additional subscribers during the third quarter.

"Nextel's passion is to help people get things done. Increasing
customer demand for our services has once again led to record
revenue and profitability performance," said Tim Donahue, Nextel's
president and CEO. "Nextel continues to distance itself from the
competition by growing the lifetime value of the industry's best
customers. We're looking forward to a strong finish to 2003 and,
once again, we are raising our guidance, in our relentless drive
to be the leader in wireless communications."

"Continual improvements across-the-board are driving our excellent
results," said Tom Kelly, Nextel's executive vice president and
COO. "Our network quality and differentiated products and services
are driving record subscriber additions as well as further
improvement in our industry leading customer satisfaction.
Nextel's Nationwide Direct Connect(SM) service is fully up and
running. In the last 60 days, approximately one third of our
customers have used this new feature to instantly communicate with
the more than 13 million Nextel and Nextel Partners subscribers in
the U.S. and with NII Holdings subscribers in Baja, Mexico. Next
week, we begin the launch of an exciting new lineup of handsets
and we look forward to continuing our mission to serve the most
important customers in the wireless industry and helping them to
get things done."

Nextel's average monthly service revenue per subscriber (ARPU) was
approximately $71 for the third quarter, up from $69 in the second
quarter and significantly higher than estimates for other national
wireless carriers. Customer churn was approximately 1.4% for the
third quarter, the best since 1997.

"We are posting outstanding results from operations and building
on Nextel's track record of meeting or exceeding our
expectations," said Paul Saleh, Nextel's executive vice president
and CFO. "We achieved record results this quarter including
operating income before depreciation and amortization of $1.13
billion, or a 43% service revenue margin. Additionally, our
consistently strong operating performance, positive outlook and
substantial liquidity position allowed us to continue to
strengthen our financial profile. During the quarter, we
proactively reduced Nextel's net debt (long term debt less cash
and short term investments) to under $9 billion. Given our strong
momentum, we are once again raising our financial guidance for the
full year. Nextel is now targeting $1 billion or more in free cash
flow and $1.15 or more in earnings per share for 2003."

For the quarter ending September 30, 2003, Nextel retired
approximately $2.2 billion in principal amount of its outstanding
indebtedness in exchange for approximately $1.76 billion in cash
and 30 million shares of common stock valued at $584 million.
Additionally, during the quarter, Nextel announced another $1.3
billion of redemptions to be completed in the fourth quarter. The
company also raised approximately $2.0 billion of 12 year 7.375%
Senior Notes and approximately $500 million from equity issued
under the Direct Stock Purchase Plan. Nextel may from time to time
as it deems appropriate enter into similar transactions, which in
the aggregate may be material. Common shares outstanding at
September 30, 2003 were approximately 1.096 billion.

Capital expenditures for the third quarter 2003 were $403 million.
Total minutes of use on the Nextel National Network grew by 39% in
the third quarter to 26.9 billion compared with the prior year's
third quarter.

                    2003 Guidance (Revised to reflect
             positive business trends through third quarter)

Nextel is raising its guidance. This guidance is forward-looking
and is based upon management's current beliefs as well as a number
of assumptions concerning future events and as such, should be
taken in the context of the risks and uncertainties outlined in
the Securities and Exchange Commission filings of Nextel
Communications Inc. The new guidance is:

-- Free cash flow of more than $1 billion - up from $600 million

-- Earnings per share of $1.15 or more - up from at least $1.00

-- Operating income before depreciation and amortization of $4.1
   billion or more - up from $3.9 billion

-- Capital expenditures of $1.8 billion or less - unchanged

-- Net subscriber additions (excluding Boost Mobile) of
   approximately 2.2 million - up from 1.9 million or more.

In addition to the results prepared in accordance with Generally
Accepted Accounting Principles (GAAP) provided throughout this
press release, Nextel has presented non-GAAP financial measures,
such as operating income before depreciation and amortization,
free cash flow and ARPU. The non-GAAP financial measures should be
considered in addition to, but not as a substitute for, the
information prepared in accordance with GAAP. Reconciliations from
GAAP results to these non-GAAP financial measures are provided in
the notes to the attached financial tables. To view these and
other reconciliations and information about how to access the
conference call discussing Nextel's third quarter results visit
the 'Investor Relations' link under the 'About Nextel' tab at
http://www.nextel.com  

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


NEXTEL COMMS: Plans to Redeem 9.95% Senior Serial Discount Notes
----------------------------------------------------------------
Nextel Communications Inc. (NASDAQ:NXTL) plans to redeem the
remainder of its 9.95% Senior Serial Redeemable Discount Notes due
2008 and all of its outstanding 4.75% Convertible Senior Notes due
2007 during the fourth quarter of 2003.

Nextel expects to deliver formal notices of the redemptions to the
holders of the notes in the next few days, and would expect to
complete the redemptions within about 30 days of the delivery of
the formal notices.

The redemption of the 9.95% senior notes will be made pursuant to
the terms of the notes. The 9.95% notes are redeemable at Nextel's
option at a redemption price equal to 104.975% of the principal
amount to be redeemed plus an amount equal to the accrued but
unpaid interest related to the principal amount to be redeemed to
the date of redemption. As of September 30, 2003, there was $999
million in principal amount of the 9.95% senior notes outstanding.
On September 24, 2003, Nextel announced that it will redeem $500
million in principal amount of the 9.95% senior notes on October
24, 2003. Nextel now plans to redeem the remaining $499 million in
principal amount of those notes. With the completion of the
planned redemption announced Friday, the entire principal amount
of the 9.95% senior notes will be retired.

The redemption of the 4.75% convertible notes will be made
pursuant to the terms of the notes. The 4.75% convertible notes
are redeemable at Nextel's option at a redemption price equal to
102.036% of the outstanding principal amount plus an amount equal
to accrued but unpaid interest to the date of redemption. About
$284 million in principal amount of the 4.75% convertible notes
was outstanding as of September 30, 2003.

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


NEXTEL COMMS: Offering $500MM of 6.875% Senior Redeemable Notes
---------------------------------------------------------------
Nextel Communications, Inc. (NASDAQ: NXTL) is offering $500
million of 6.875% Senior Serial Redeemable Notes due 2013 in a
public offering, to be priced at par.

The Company expects to use the net proceeds from the offering for
general corporate purposes.

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


NIMBUS: Retains Jack A. Smith to Develop Business Opportunities
---------------------------------------------------------------
Nimbus Group, Inc., (Amex: NMC) a developer of upscale brand
fragrances, cosmetics and skincare products, has retained Jack A.
Smith as its consultant to assist management in developing
corporate strategies and enhancing profitability.

Mr. Smith assumed the position of Chairman of the Board and Chief
Executive Officer of The Sports Authority (NYSE: TSA) when he
founded the organization as a private company in 1987.  The Sports
Authority became a public company through an initial public
offering on November 18, 1994.  On September 15, 1998, Mr. Smith
relinquished his responsibilities as CEO, but continued as
Chairman of the Board until April 16, 1999 when he resigned as a
director. Under Mr. Smith's guidance, TSA had sales in excess of
$1.5 billion and operated 214 stores in 32 states, Canada and
Japan.

He formerly served as Chief Operating Officer of Herman's Sporting
Goods, a W.R. Grace company.  Prior to Herman's, he served in
executive management positions with other major retailers,
including Sears & Roebuck, Montgomery Ward and Jefferson Stores.  
He was also President and Chief Executive Officer of Diana Shops,
a national chain of women's apparel.

Mr. Smith is active in community affairs and during his tenure, he
and The Sports Authority have been recognized with industry awards
which include the 1998 Team Licensing Business Retailer of the
Year; the Sporting Goods Dealer 1996 Leadership Award to a
National Chain; the 1996 Award for management Excellence in
Sporting Goods presented by Kurt Salmon Associates; "Trendsetter
of the Year," Sports Trend Magazine (1996); Rawlings Sporting
Goods Award as Industry Executive of the Year (1992) and Discount
Store News' "Specialty Retailer of the Year" (1991 and 1995); and
"Best New Retail Concept," Inc. Magazine (1989).  He was voted #2
among the top 100 Most Influential People in the Sporting Goods
Industry by SportStyle Magazine in November, 1994.

He served as Chairman of the Board of Directors of The National
Sporting Goods Association.  He was also invited by former
President Bush for a White House briefing launching the
President's Drug Advisory Council's "Drugs Don't Work" program, in
recognition of The Sports Authority's drug-free workplace
initiative.  He serves on the Board of Governors of Nova
Southeastern University and was inducted into Nova's Entrepreneur
Hall of Fame in 1995.  He also serves on the Board of Directors of
Darden Restaurants a public company.

Raised in Philadelphia, Pennsylvania, Mr. Smith is an avid golf
and tennis enthusiast, and now resides in Williams Island,
Florida.

"There are vast opportunities for Nimbus to consider," said Mr.
Smith. "I will advise management on its new course in developing
licensing opportunities, acquisitions and major retail
distribution for licensed brand names," continued Mr. Smith.

Michael B. Wellikoff, Chairman of Nimbus, said, "Jack Smith has a
proven track record in guiding management of publicly traded
companies and his expertise in retail and international licensing
is invaluable to a company like ours. Jack will present to us the
best strategic alternative to further grow Nimbus."

Nimbus is a developer of Fragrance and Skin Care products.  The
Company continues to develop its wholesale distribution of
fragrances and skin care products, both proprietary and licensed.

                          *    *    *

As previously reported, Nimbus Group, Inc. dismissed Berkovitz,
Lago & Company, LLP as its independent accountant, effective
August 6, 2003.

The report of Berkovitz on the financial statements of the Company
for the past fiscal year was modified to include an explanatory
paragraph wherein Berkovitz expressed substantial doubt about
Nimbus Group's ability to continue as a going concern.

The decision to dismiss Berkovitz was recommended by management of
the Company and approved by its Audit Committee.

Nimbus Group Inc.'s March 31, 2003 balance sheet shows a working
capital deficit of about $350,000 and a total shareholders' equity
deficit of about $350,000.


NRG ENERGY: NRG McClain Obtains Nod for $5Mil. OG&E Break-Up Fee
----------------------------------------------------------------
Matthew A. Cantor, Esq., at Kirkland & Ellis, in New York,
relates that NRG McClain LLC agreed to provide Bidding
Protections to Oklahoma Gas & Electric Company in recognition of
the expenditure of time, energy and resources and the benefit to
its estate of securing a stalking horse or minimum bid.  

Accordingly, NRG McClain sought and obtained the Court's approval
to provide OG&E these bidding protections:

A. Break Up Fee

   NRG McClain will pay OG&E a $5,000,000 Break-Up Fee if NRG
   McClain consummates any transaction involving the sale,
   recapitalization or other disposition of all or substantially
   all of the Sale Assets to an entity or entities other than
   OG&E -- an Alternative Transaction -- provided that the
   transaction is not the result of the termination of the Asset
   Purchase Agreement, and further provided that the Break-Up Fee
   will not be payable if the Alternative Transaction results
   from a credit bid made by the Agent after any termination of
   the Asset Purchase Agreement by OG&E.

B. Expense Reimbursement

   NRG McClain will reimburse OG&E for its actual documented fees
   and expenses incurred in connection with the transactions
   contemplated by the Asset Purchase Agreement up to an
   aggregate of $1,500,000 in the event that the Asset Purchase
   Agreement is terminated; provided, however, that NRG McClain
   will not be obligated to pay the Expense Reimbursement under
   any circumstances in which it pays the Break-Up Fee.  

   The Break-Up Fee and Expense Reimbursement, as applicable,
   will each constitute an administrative expense of NRG
   McClain's estate that will be payable, in the case of an
   Alternative Transaction, from the proceeds thereof and payable
   prior to any NRG Support Payment Amount or other NRG Support
   Claim under the Omnibus Restructuring and Consent Agreement,
   dated as of August 18, 2003, among MRG McClain, the
   Prepetition Secured Lenders and the Agent -- the ORCA.

   In a case other than an Alternative Transaction, the Expense
   Reimbursement will be payable pursuant and subject to the
   terms and conditions set forth in the ORCA.  

C. The Initial Overbid Amount

   A competing bid will not be considered by NRG McClain unless
   the bid is at least $166,450,000, which is $1,500,000 more
   than the purchase price set forth in the Asset Purchase
   Agreement plus the Break-up Fee.  Any bids thereafter must be
   at least $500,000 higher than the then existing highest bid.
   (NRG Energy Bankruptcy News, Issue No. 11; Bankruptcy
   Creditors' Service, Inc., 609/392-0900)


ORBITAL IMAGING: Plan Confirmation Hearing Commences on Oct. 24
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
approved Orbital Imaging Corporation's Disclosure Statement in all
respects and as containing "adequate information" within the
meaning of Section 1125 of the Bankruptcy Code.  Consequently, the
Debtor is authorized and empowered to solicit acceptances of the
Plan.

The hearing to consider confirmation of the Plan is scheduled on
October 24, 2003, 9:30 a.m., Eastern Time.  All written objections
to the confirmation of the Plan must be filed, together with proof
of service, with the Court and received by

     a) Clerk of the Court,

     b) attorneys for the Debtor,

     c) attorneys for the Committee and

     d) United States Trustee,

no later than 4:00 p.m. Eastern Time on October 17, 2003.

Orbital Imaging Corporation filed for chapter 11 protection on
April 5, 2002 (Bankr. E.D.Va. Case No. 02-81661). Geoffrey A.
Manne, Esq., Shari Siegel, Esq., and William Warren, Esq., at
Latham & Watkins represent the Debtor in its restructuring
efforts. When the Company filed for protection from its creditors,
it listed assets and debts of over $100 million.


PEREGRINE SYSTEMS: Revises Settlement with Class 9 Claimants
------------------------------------------------------------
Peregrine Systems, Inc., (OTC: PRGN) a leading provider of
Consolidated Asset and Service Management software, is continuing
its corporate compliance initiatives by appointing a new
compliance officer and internal auditor, hiring a senior-level
consultant to assist with compliance efforts, and launching a
training and education program for the company's officers and
employees.

In addition, Peregrine updated its anticipated schedule for public
filings of consolidated financial information. The company
presently expects to file its Form 10-K and Form 10-Qs for the
fiscal year ended March 31, 2003 by early December and its Form
10-Q for the first fiscal quarter ended June 30, 2003 by the end
of January 2004. The Form 10-Q for the fiscal quarter ending
Sept. 30, 2003, which marks the initiation of fresh-start
accounting, is expected to be filed by the end of March 2004.

"The company continues to make solid progress in our return to
normal business operations, which is good news for our customers
and partners," said John Mutch, Peregrine's CEO. "At the same
time, we are continuing our compliance initiatives by establishing
exceptional leadership and taking concrete steps toward the full
implementation of a Compliance Program."

The company appointed John Skousen, an executive with more than 20
years of experience in business and finance, as the new compliance
officer. Responsible for implementing and managing the Compliance
Program, Mr. Skousen reports directly to the governance committee
of Peregrine's board of directors. Mary Burnside, a senior
technology leader with more than 25 years of operations experience
in software companies, has been named as a full-time consultant to
lead Peregrine's initiative to comply with the company's June 2003
settlement with the SEC. Ms. Burnside is specifically focusing on
the requirements of the Sarbanes-Oxley Act. Steve Burt, an
internal audit professional with more than 20 years of experience
in finance, including positions with two major accounting firms,
has been hired as the company's internal auditor. He will join
Peregrine on Oct. 21, 2003 and will report to the board's audit
committee. In addition, the company's compliance training program
has been launched for Peregrine officers and employees involved in
corporate-level accounting and financial reporting.

Peregrine emerged from Chapter 11 reorganization on Aug. 7
following confirmation of its Plan of Reorganization by the U.S.
Bankruptcy Court for the District of Delaware. As a
post-emergence business update, the company announced:

* During the next six months, Peregrine expects to resolve, in
  accordance with the terms of the Plan, the majority of the
  disputed Class 8 unsecured claims. After paying out claims under
  the terms of the Plan and costs related to the company's
  reorganization and restructuring, the company estimates it will
  have more than $60 million in cash. The company will have
  approximately $85 million in non-trade debt, approximately $80
  million of which is payable over a four-year period.

* Going forward, Peregrine expects its business to be cash-flow
  neutral on an operating basis, excluding reorganization and
  restructuring costs, for fiscal year 2004 (ending March 31,
  2004).

* A bankruptcy court hearing is scheduled for Nov. 4, 2003 on a
  proposed revised settlement agreement related to the
  distribution of new Peregrine common stock to Class 9 claimants.
  Class 9 claimants include the Equity Class (holders of old
  Peregrine stock when the company emerged from bankruptcy), the
  Securities Class (shareholders who are part of class action
  claims against Peregrine based on alleged violations of
  securities laws), and the Indemnification Class (consisting of
  claims allowed under bankruptcy law for reimbursement,
  contribution or indemnity by former officers and directors).
  Negotiations continue among representatives of the classes on
  the revised agreement. If the parties reach global agreement
  prior to the hearing, the preliminary settlement agreement filed
  with the court in September will be amended.

* Peregrine customers continued to remain loyal as Peregrine
  completed its reorganization. There were approximately 1,200
  transactions in which customers ordered software licenses during
  the last four quarters (ended Sept. 30, 2003), while more than
  100 new customers were added to the user base in that same
  period. In addition, the company expects that the renewal rate
  for maintenance contracts will be in the mid-80 percent range
  for fiscal 2004, based on the company's recent experience.

* Recently, Peregrine released five new products, including new
  versions of its flagship products, AssetCenter(R) and
  ServiceCenter(R). Also introduced were new versions of the
  company's Employee Self Service products (Get-Services(TM), Get-
  Resources(TM) and Get-Answers), as well as Network Discovery and
  Desktop Inventory.

* As part of its continuing commitment to its customers, Peregrine
  executives last week embarked on a three-week, eight-city road
  show to provide a corporate and product roadmap update to
  hundreds of North American and European customers and partners.
  They will also meet with members of Peregrine's North American  
  Customer Advisory Council later tomorrow in Washington, D.C.,  
  and with members of the European council next week in Frankfurt.

Peregrine reminded investors that it has not filed annual reports
on Form 10-K for the fiscal years ended March 31, 2003 and 2002 or
quarterly reports on Form 10-Q for the fiscal quarters ended Sept.
30, 2003, June 30, 2003, Dec. 31, 2002, Sept. 30, 2002 or June 30,
2002. In addition, Forms 10-K and 10-Q on file with the SEC for
periods prior to this date are not reliable.

Peregrine also noted there can be no assurance that the financial
filings referenced above will be made by the time stated. The
company's filing schedule could be impacted by a number of
factors, including, among others things, the ability of management
to devote sufficient resources to completion of the reports in
view of numerous other post-bankruptcy priorities, including
completing the documentation and implementation of a variety of
internal controls, as detailed in the company's Current Report on
Form 8-K filed Aug. 7, 2003. Until the company files current
reports with the SEC, investors in the company's securities will
not have current financial information. Investors are cautioned to
take this into account in making decisions to purchase or sell the
company's securities.

Founded in 1981, Peregrine Systems, Inc. develops and sells
enterprise software to enable its 3,500 customers worldwide to
manage IT for the business. The company's Consolidated Asset and
Service Management offerings allow organizations to improve asset
management and gain efficiencies in service delivery -- driving
out costs, increasing productivity and accelerating return on in
vestment. The company's flagship products -- ServiceCenter and
AssetCenter -- are complemented by Employee Self Service,
Automation and Integration capabilities. Peregrine is
headquartered in San Diego, Calif. and conducts business from
offices in the Americas, Europe and Asia Pacific. For more
information, please visit: http://www.peregrine.com


PETROLEUM GEO-SERVICES: Shareholders Approve Amended Reorg. Plan
----------------------------------------------------------------
Petroleum Geo-Services ASA (debtor in possession) (OSE:PGS; (Pink
Sheets:PGOGY) announced that at the Company's Extraordinary
General Meeting held on October 16, 2003, 99.7% of the outstanding
ordinary shares of the Company represented and voting at the EGM
voted to accept 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 shareholders also approved certain transactions contemplated
by the Plan, including the issuance of new ordinary shares, and
selected a new Board of Directors, consisting of the candidates
announced earlier 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 from the EGM as part of the
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: Reveals Proposed Slate of Board Candidates
---------------------------------------------------------
Petroleum Geo-Services ASA (debtor in possession) (OSE:PGS) (Other
OTC:PGOGY) announced the slate of candidates for election to its
Board of Directors at its Extraordinary General Meeting to be held
on October 16, 2003. The candidates are as follows: Jens Ulltveit-
Moe, Chairman has been Chairman of the Board for PGS since
September 2002 and has been CEO and President of UMOE Group since
1984. His prior experience includes serving as Managing Director
for Knutsen OAS Shipping and for the Tanker Division of SHV
Corporation. He was also an associate for McKinsey & Company in
New York and London. In addition, Mr. Ultveit-Moe serves as
Chairman of Unitor ASA and as director of several companies and
institutions.

Francis Gugen*, previously was with Amerada Hess Corporation for
18 years including service as Chief Executive of Amerada Hess UK
since 1995 and of Northwestern Europe since 1998. He is currently
active as a consultant and an investor within the energy industry.
Mr. Gugen also acts as Chairman and Non-Executive Director for
various companies.

Keith Henry* has had a distinguished career as a senior executive
in the international energy sector. As Group Executive Vice
President for the engineering and construction group at Kvaerner
until 2003 he built on his breadth of oil services and energy
generating experience shaped by senior posts at Brown & Root and
National Power plc where he served as Chief Executive.

Harald Norvik is Partner and Chairman of the Board for Econ
Management. His prior experience includes serving as CEO for
Statoil and a member of executive management for the Aker Group.
He was also Political Secretary for the Prime Minister and
Secretary for the Oil and Gas Minister of Norway. Mr Norvik serves
on the board of several other companies and institutions.

Rolf Erik Rolfsen has been a member of the Board for PGS since
2002 and is a member of the Board of Technip Coflexip S.A., Paris,
Gaz de France Norge A.S and HAG S.A., Paris. He is also Chairman
of the executive council of the Industrial Development Fund at
NTNU in Trondheim. His prior experience includes serving as
Managing Director for TOTAL Norge A.S. and for Fina Exploration
Norway. Mr. Rolfsen was also Executive Vice President of Kongsberg
Vapenfabrikk A.S.

Clare Spottiswoode* is one of the most experienced professionals
in UK energy regulation. She was previously Director General of
Ofgas, the UK gas regulation organization. Clare Spottiswoode is
currently acting in a non-Executive capacity at British Energy
where she is Vice Chairman. She has a distinguished background as
an economist and lecturer, as well as experience from private
sector industry.

Anthony Tripodo* is currently Managing Director of Arch Creek
Advisors, having left Veritas DGC in 2003 where he served in
various capacities, including Executive Vice President and CFO.
Previously Anthony Tripodo held various senior executive and
financial roles in Baker Hughes Incorporated and
PricewaterhouseCoopers.

Alternate Director candidates include:

Marianne Elisabeth Johnsen has been a member of the PGS Board
since 2002 and is a partner and founder of X-lence Group AS.
Previously she served as Vice President of Elkem Shared Services
Division, Elkem ASA and was Head of Legal section and
Administration Department at Ullevaal University Hospital. Mrs.
Johnsen has held positions in the Norwegian Ministry of Foreign
Affairs and Norwegian Ministry of Justice. She also serves on the
boards of several companies.

John Reynolds* is a Managing Director and the head of the European
business of Houlihan Lokey Howard & Zukin. He has extensive
experience of leading major transactions including advising
creditors regarding restructurings, advising companies on merger
and acquisition transactions, and advising companies with respect
to capital market transactions.

*Nominated by the Creditors Committee as defined in the Company's
First Amended Plan of Reorganization.

PGS shareholders will also vote on the Company's plan of
reorganization and take other shareholder action on matters
incident to the implementation and consummation of the plan of
reorganization at the EGM as detailed in the Company's Calling
Notice for EGM. Should the plan of reorganization fail to be
approved by the PGS shareholders, the above candidates will not be
elected to the Board of Directors and the current Board will
continue.

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 (FPSO's). PGS
operates on a worldwide basis with headquarters in Oslo, Norway.
For more information on Petroleum Geo-Services visit
http://www.pgs.com  


PLANVISTA: Files SEC Form 8-K Updating Capital Stock Description
----------------------------------------------------------------
PlanVista Corporation (OTC:PVST) has filed a Form 8-K with the
Securities Exchange Commission updating its description of capital
stock.

This Form 8-K also notes that on October 12, 2003 a Board Shift
event occurred under the terms of the Company's Series C
Convertible Preferred Stock. The occurrence of this event gives
the holders of the Series C Preferred the right to appoint four of
the Company's seven directors. The Company has been notified that
the Series C Holders intend to designate one of the existing
directors previously elected by the Common Shareholders as the
fourth Series C Preferred Director and, accordingly, there will be
no change in the composition of the Company's Board as a result of
this event.

PlanVista Solutions provides medical cost containment and business
process outsourcing solutions to the medical insurance and managed
care industries. Specifically, we provide integrated national
preferred provider organization network access, electronic claims
repricing, and network and data management services to health care
payers, such as self-insured employers, medical insurance
carriers, third party administrators, health maintenance
organizations, and other entities that pay claims on behalf of
health plans. We also provide network and data management services
to health care providers, such as individual providers and
provider networks. Visit the Company's Web site at
http://www.planvista.com  

PlanVista Corporation's June 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $16 million.


QWEST COMMS: Completes Restatement of 2001 and 2002 Financials
--------------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) has completed
its restatement of 2001 and 2000 financials and that it has filed
a 10-K for reporting periods 2000 - 2002 with the U.S. Securities
and Exchange Commission.  The filing is also available at the SEC
and Qwest Web sites.

"This is a very important day for Qwest.  With the restatement
complete, we are now focusing all of our resources to dramatically
improve customer satisfaction and grow our key lines of business,"
said Richard C. Notebaert, Qwest chairman and CEO.  "While
spending a substantial amount of time working on the restatement,
we have also made substantial progress in improving the service
that we provide to customers -- but we still have more work to do.  
We will provide best-in-class services to customers and firmly
establish Qwest as the first choice for customers' communications
needs."

As a result of completing the restatement, Qwest also announced a
number of dates for additional disclosures and filings.  They are
as follows:

     -- The 2002 proxy and annual report will be mailed to
        shareowners the week of October 27, 2003.

     -- The company's annual meeting will be held on Tuesday,
        December 16, 2003 in Denver, CO.

     -- 10-Q quarterly statements for the impacted periods of the
        restatement will be filed as soon as possible.

     -- The company has begun making regulatory filings to allow
        it to offer long-distance services within its 14-state
        local service territory using its own network.

"We are extremely pleased to have completed the restatement and be
in compliance with Generally Accepted Accounting Principles
(GAAP)," said Oren G. Shaffer, Qwest's vice chairman and CFO.  
"While we have devoted significant resources to the restatement
process, we have also continued, without interruption, to focus
our efforts on long-term profitable growth."

In July of 2002, Qwest announced plans to restate certain items as
a result of an internal analysis being conducted by the company
and its outside auditors, KPMG.  As a result of this work and with
today's 10-K filing, the company's financials are now GAAP-
compliant for 2000 through 2002.

Qwest Communications International Inc. (NYSE: Q) -- whose
December 31, 2002 balance sheet shows a total shareholders' equity
deficit of about $1 billion -- is a leading provider of voice,
video and data services to more than 25 million customers.  The
company's 47, 000 employees are committed to the "Spirit of
Service" and providing world-class services that exceed customers'
expectations for quality, value and reliability.  For more
information, please visit the Qwest Web site at
http://www.qwest.com


QWEST: FCC Fails to Fix the Universal Service High Cost Fund
------------------------------------------------------------
The following statement is attributable to Gary R. Lytle, Qwest
senior vice president for federal relations in Washington, D.C.

"As a result of [Thurs]day's failure at the Federal Communications
Commission to fairly distribute the Universal Service High Cost
fund, America's rural consumers will continue to suffer from an
unfair distribution scheme.

"More than 80 percent of the high-cost fund is funneled to just
three states.  Rural Americans in 42 states do not see a dime of
this money.  Every American should be disappointed in this
outcome, and demand a fair and equitable universal service policy.

"The FCC simply must follow the clear direction of Congress and
the courts, and evenly distribute the hundreds of millions of
dollars aimed at improving the lives of rural telecommunications
customers."

Qwest Communications International Inc. (NYSE: Q) -- whose
December 31, 2002 balance sheet shows a total shareholders' equity
deficit of about $1 billion -- is a leading provider of voice,
video and data services to more than 25 million customers.  The
company's 47, 000 employees are committed to the "Spirit of
Service" and providing world-class services that exceed customers'
expectations for quality, value and reliability.  For more
information, please visit the Qwest Web site at
http://www.qwest.com


RUSSELL CORP: Sets Q3 Earnings Conference Call for October 30
-------------------------------------------------------------
Russell Corporation (NYSE: RML) will report its third quarter
earnings on Thursday, October 30, 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 8:30 a.m., eastern time.

To listen, please call the conference call line at (877) 264-7865,
domestically, and (706) 634-4917, internationally, ten minutes
prior to the scheduled start time and use conference ID number
3207079.  This conference call will also be broadcast live on the
Internet.  A link to the broadcast can be found on Investor
Relations homepage of the Company's Web site at
http://www.russellcorp.com

If you are unable to participate in this conference call, a replay
will be available through November 6, 2003 by dialing 1-800-642-
1687, domestically, and (706) 645-9291, internationally, and
entering 3207079.  Alternatively, a link to the replay of the call
will be available on the Investor Relations homepage of the
Company's website through November 28, 2003.

Russell Corporation (S&P, BB+ Corporate Credit Rating, Negative)
is a leading branded athletic, outdoor and activewear company with
over a century of success in marketing athletic uniforms, apparel
and equipment for a wide variety of sports, outdoor and fitness
activities. The company's brands include: Russell Athletic(R),
JERZEES(R), Mossy Oak(R), Cross Creek(R), Discus(R), Moving
Comfort(R), Bike(R), Spalding(R), and Dudley(R).  The company's
common stock is listed on the New York Stock Exchange under the
symbol RML.


SECURITY INTELLIGENCE: Auditors Air Going Concern Uncertainty
-------------------------------------------------------------
Security Intelligence Technologies Inc. designs, assembles,
markets and sells security products. Its products and
services are used throughout the world by military, law
enforcement and security personnel in the public and private
sectors, as well as governmental agencies, multinational
corporations and non-governmental organizations. Its  products
include a broad range of professional, branded law enforcement and
consumer equipment such as covert audio and video intercept,
electronic countermeasures, video, photo, and optical systems,
radio communication, explosive contraband detection, armored
vehicles and clothing, nuclear, biological and chemical masks and
protective clothing, voice stress analysis lie detection, and
global positioning systems, used for tracking, locating and
recovering vehicles and fleet management.

The Company's products are marketed under CCS International, Ltd.,
G-Com Technologies and The Counter Spy Shops of Mayfair, London(R)
brand names and are sold primarily through a worldwide network of
sales agents, including four retail stores in the United States
and one in London.

Security Intelligence Technologies requires significant working
capital in order to fund our operations. At June 30, 2003, the
Company had cash of approximately $22,000 and a working capital
deficit in excess of $5.9 million. In order to develop and market
its products and pay its current liabilities, the Company requires
additional working capital. In the event that it is unable to
raise the necessary funding the Company may be unable to continue
operations.

The Company's accounts payable and accrued expenses increased from
$2.1 million at June 30, 2002 to $3.7 million at June 30, 2003,
reflecting its inability to pay creditors currently. It also had
customer deposits and related deferred revenue of $2.3 million,
which relate to payments on orders which had not been filled at
that date. The Company has used its advance payments to continue
its operations. If its vendors do not extend to the Company the
necessary credit needed it may not be able to fill current or new
orders, which may affect the willingness of its clients to
continue to place orders with the Company.

Security Intelligence Technologies' bank credit line terminated on
November 1, 2002. The Company's main source of financing other
than advances from its Chief Executive Officer was its bank credit
facility of $200,000 which was secured by all Company assets and
guaranteed by its Chief Executive Officer. As stated, the facility
terminated on November 1, 2002, and to date, the Company does not
have any agreement with any replacement lender. Failure to obtain
a credit facility with another lender could materially impair
Security Intelligence Technologies' ability to continue in
operation, and there is no assurance that the Company will be able
to obtain the necessary financing.

The Company has been operating at a loss, and its losses are
continuing. It sustained losses of $3.8 million, or $.22 per share
(basic and diluted), for the fiscal year ended June 30, 2003, $2.4
million, or $.19 per share (basic and diluted), for the fiscal
year ended June 30, 2002. Management states that no assurance can
be given that the Company can, or will ever, operate profitably.

Its independent auditors have included an explanatory paragraph in
their report as to Security Intelligence Technologies' ability to
continue as a going concern as a result of continuing and
significant losses and its working capital deficiency.


SEMCO ENERGY: Board of Directors Declares Quarterly Dividend
------------------------------------------------------------
The Board of Directors of SEMCO ENERGY, Inc. (NYSE: SEN) declared
quarterly dividend No. 105 of $.075 per share on the Common Stock
of the Company.

The dividend is payable on the 15th day of November 2003 to
shareholders of record at the close of business on October 31,
2003.

SEMCO ENERGY, Inc. distributes natural gas to more than 385,000
customers combined in Michigan, as SEMCO ENERGY GAS COMPANY, and
in Alaska, as ENSTAR Natural Gas Company.  It owns and operates
businesses involved in natural gas pipeline construction services,
propane distribution, intrastate pipelines and natural gas storage
in various regions of the United States.  In addition, it provides
information technology and outsourcing services, specializing in
the mid-range computer market.

                          *     *     *

As reported in Troubled Company Reporter's October 6, 2003
edition, Moody's Investors Service confirmed the ratings of Port
Huron, Michigan-based diversified natural gas distribution company
SEMCO Energy, Inc. (Ba2 senior unsecured) and changed the outlook
to negative.

Affected ratings are:

SEMCO Energy, Inc.

   - senior unsecured Ba2,
   - subordinated Ba3,
   - shelf (P)Ba2 senior unsecured/(P)Ba3 subordinated

SEMCO Capital Trust I -- trust preferred Ba3.


SEPRACOR INC: Pioneer Global Asset Reports 5.3% Equity Stake
------------------------------------------------------------
Pioneer Global Asset Management S.p.A., with principal business
offices in Milan, Italy, is the beneficial owner of 4,743,658
shares of the common stock of Sepracor, Inc.  Pioneer Global has
sole power to vote or dispose of the shares held.  The holding
represents 5.30% of the outstanding common stock of Sepracor.

The Company's June 30, 2003, balance sheet discloses a net capital
deficit of about $446 million.   


SK GLOBAL: Arab Banks Relent & Will Sell Loans at a Discount
------------------------------------------------------------
Arab Banking Corporation verbally notified SK Networks' South
Korean lenders of its intention to sell their loans to SK
Networks Co. at a discount, Bloomberg News reports.  

According to Bloomberg News, with the Arab lenders'
participation, foreign banks are closer to a bonus payment of
five cents on the dollar.  SK Networks owe the foreign banks
about 830 billion won or $720,000,000.  Lenders, who have to sell
debt at 43 cents for every dollar owed, hold 95% of debt owed by
the overseas affiliates of SK Networks. (SK Global Bankruptcy
News, Issue No. 6; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


SMARTIRE SYSTEMS: July 31 Year-End Net Loss Balloons to $10 Mil.
----------------------------------------------------------------
SmarTire Systems Inc. (OTCBB: SMTR) reported its financial results
for the year ended July 31, 2003. The Company's consolidated
financial statements and all financial information contained in
this release are stated in United States Dollars, and are prepared
in accordance with United States Generally Accepted Accounting
Principles (GAAP).

SmarTire reported revenues for 2003 of $1.8 million, an increase
of 80% over revenues of $1.0 million in 2002. Net loss for the
year totaled $9.9 million ($0.37 per share) compared with a net
loss of $6.8 million ($0.41 per share) in 2002. The actual cash
used to fund operations in 2003 was $4.5 million compared to $5.6
million in 2002.

"SmarTire's financial performance during this past fiscal year
reflects solid progress in the Company's transition from research
and development to full commercialization of its proprietary
technologies," stated Robert Rudman, President and Chief Executive
Officer of SmarTire Systems Inc. "This progress has been achieved
on many levels. Total revenues in 2003 increased by 80% over 2002
revenues which in turn, was a 30% increase over 2001. Equally
important, 2003 revenue increased in all major product categories
and included sales to new markets such as China. In addition,
revenue growth, market expansion and additions to our product line
were all achieved without increasing operating expenses."

"Driven by the TREAD Act mandating the use of tire pressure
monitoring systems (TPMS) on passenger cars and light vehicles
sold in the U.S., the TPMS industry is breaking out of its infancy
and creating attractive marketing opportunities across a wide
range of vehicle applications, not only in North America but also
in Europe and Asia," continued Robert Rudman. "Together with its
key strategic partners, SmarTire is aggressively pursuing these
opportunities with an expanding line of innovative TPMS
solutions."

SmarTire Systems Inc. develops and markets proprietary tire
monitoring systems for the transportation industry worldwide.
Incorporated in 1987, SmarTire is a public company with offices in
North America and Europe. Additional information can be found at
http://www.smartire.com

                           *     *     *
     
                    Going Concern Uncertainty

In its latest annual report filed with SEC on Form 10-KSB,
SmarTire Systems stated:

"We have a history of operating losses and fluctuating operating
results, which raise substantial doubt about our ability to
continue as a going concern.

"Since inception through July 31, 2003, we have incurred aggregate
losses of $48,031,230. Our loss from operations for the fiscal
year ended July 31, 2003 was $6,387,160 and for year ended
July 31, 2002 was $6,726,454. There is no assurance that we will
operate profitably or will generate positive cash flow in the
future. In addition, our operating results in the future may be
subject to significant fluctuations due to many factors not within
our control, such as the unpredictability of when customers will
order products, the size of customers' orders, the demand for our
products, and the level of competition and general economic
conditions.

"Although we are confident that revenues will increase, we also
expect an increase in development costs and operating costs.
Consequently, we expect to incur operating losses and negative
cash flow until our products gain market acceptance sufficient to
generate a commercially viable and sustainable level of sales,
and/or additional products are developed and commercially released
and sales of such products made so that we are operating in a
profitable manner."


SMTC CORP: Names John E. Caldwell as Interim President & CEO
------------------------------------------------------------
SMTC Corporation (Nasdaq: SMTX, TSX: SMX), announced the
appointment of Mr. John E. Caldwell as interim President and
Chief Executive Officer, replacing Mr. Paul Walker, founding
partner and CEO. Mr. Caldwell's appointment is effective
immediately.

Currently, Mr Caldwell is a member of SMTC's board of directors.
He brings extensive senior management experience in advanced
technology, previously serving as President and Chief Executive
Officer of Geac Computer Corporation, a leading ERP software
vendor with annual revenues in 2002 of approximately $537 million.
Prior to this, Mr. Caldwell was President and CEO of CAE Inc., the
world leader in flight simulation and training systems with
revenue in 2002 of approximately $845 million.

SMTC also reported that it is continuing discussions with current
and potential lenders and investors to address the pending
maturity of the Company's revolving credit facility due in July
2004 and to better position the Company on a longer-term basis. A
transaction resulting from these discussions is likely to involve
significant dilution to existing shareholders. While the Company
is optimistic that it will be able to successfully address the
pending maturity, at this time there can be no assurances that the
Company will be able to reach agreement with the relevant parties.

"Over the upcoming months, our priorities are to provide our
customers with outstanding service while continuing to improve
operations and financial performance. We are also addressing the
maturity of our bank lines. We are optimistic that in working with
investors and lenders, we will strengthen the Company's balance
sheet providing SMTC with improved liquidity and financial
stability," stated Mr. Caldwell.

SMTC Corporation is a global provider of advanced electronic
manufacturing services to the technology industry. The Company's
electronics manufacturing and technology centers are located in
Boston, Massachusetts, San Jose, California, Toronto, Canada and
Chihuahua, Mexico. SMTC offers technology companies and
electronics OEMs a full range of value-added services including
product design, procurement, prototyping, printed circuit
assembly, advanced cable and harness interconnection, high
precision enclosures, system integration and test, comprehensive
supply chain management, packaging, global distribution and after-
sales support. SMTC supports the needs of a growing, diversified
OEM customer base primarily within the networking, communications
computing and industrial markets. SMTC is a public company
incorporated in Delaware with its shares traded on the Nasdaq
National Market Systems under the symbol SMTX and on The Toronto
Stock Exchange under the symbol SMX. Visit SMTC's web site,
http://www.smtc.com, for more information about the Company.

                      *   *   *

As previously reported in the August 26, 2003, issue of the
Troubled Company Reporter, Standard & Poor's Ratings Services
withdrew all its ratings on SMTC Corp. at the request of the
company and its bankers. SMTC is a mid-tier electronic
manufacturing service provider. The long-term corporate credit
rating on the company was lowered to 'B' June 28, 2002, with a
negative outlook.


SOLUTIA INC: Initiates Debt Restructuring Talks with Bondholders
----------------------------------------------------------------
Solutia Inc. (NYSE: SOI) has initiated discussions with its
bondholders concerning a restructuring of the company's debt and
obligations.  The company also stated that it has sufficient
liquidity to continue normal business operations.

Solutia also announced that Todd R. Snyder of Rothschild Inc. and
Richard M. Cieri and Conor D. Reilly of Gibson Dunn & Crutcher
have been retained by the company to assist in discussions with
bondholders and in the company's on-going consideration of
alternatives to address the significant financial issues faced by
the company.  Furthermore, Solutia announced that Jeffry N. Quinn,
Senior Vice President & General Counsel has assumed the additional
responsibility for directing the company's overall restructuring
efforts.

Solutia has approximately $1.25 billion of funded debt including
four series of bonds issued by the company and its subsidiaries.  
The outstanding bonds include the 11.25% 2009 Senior Secured Notes
(principal amount $223 million), the 6.72% 2037 debentures
(principal amount $150 million and puttable in October 2004), the
6.25% 2005 Euro Notes issues by wholly owned subsidiary Solutia
Europe S.A. (principal amount euro 200 million), and the 7.375%
2027 debentures (principal amount $300 million). The 2009 Notes
have a second lien on certain working capital but the remaining
$680 million in bonds are unsecured.  In addition to the bonds the
Company has a $350 million secured credit facility with a
syndicate of lenders lead by Ableco Finance LLC, a unit of
Cerberus Capital Management, L.P.

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


SPECIAL METALS: Court Confirms Joint Plan of Reorganization
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky
confirmed Special Metals Corporation's Plan of Reorganization
after finding that the Plan complies with each of the 13 standards
articulated in Section 1129 of the Bankruptcy Code:

      (1) the Plan complies with the Bankruptcy Code;

      (2) the Debtors have complied with the Bankruptcy Code;

      (3) the Plan was proposed in good faith;

      (4) all plan-related cost and expense payments are
          reasonable;

      (5) the Plan identifies the individuals who will serve as
          officers and directors post-emergence;

      (6) no governmental regulatory commission has jurisdiction
          over the rates of the Debtors and no rate changes are
          proposed in the Plan;

      (7) creditors receive more under the plan than they would
          in a chapter 7 liquidation;

      (8) all impaired creditors have voted to accept the Plan,
          or, if they voted to reject, then the plan complies
          with the absolute priority rule;

      (9) the Plan provides for full payment of Priority Claims;

     (10) at least one non-insider impaired class voted to
          accept the Plan;

     (11) the Plan is feasible and confirmation is unlikely to
          be followed by a liquidation or need for further
          financial reorganization;

     (12) all amounts owed to the Clerk and the U.S. Trustee
          will be paid; and

     (13) the Plan provides for the continuation of all retiree
          benefits in compliance with 11 U.S.C. Sec. 1114.

Any executory contracts or unexpired leases, which have not
expired by their own terms shall be deemed rejected by the Debtors
on the Effective Date.  All executory contracts and unexpired
leases listed in the Schedule of Assumed and Assumed and Assigned
Executory Contracts and Unexpired Leases, shall be deemed assumed
by the Debtors on the Effective Date.

Special Metals, the world's largest and most diversified producer
of high-performance nickel-based alloys, filed for chapter 11
protection on March 27, 2002 (Bankr. E.D. Ky. Case No. 02-10335).  
Gregory R. Schaaf, Esq., at Greenebaum Doll & McDonald PLLC
represents the Debtors in their restructuring efforts.  As of
September 30, 2001, the Debtors listed $790,462,000 in total
assets and $774,306,000 in total debts.


TENFOLD CORP: Names Robert Kier as Vice President of Marketing
--------------------------------------------------------------
TenFold(R) Corporation (OTC Bulletin Board: TENF), provider of the
EnterpriseTenFold(TM) platform for building and implementing
enterprise applications, announced the appointment of Robert Kier
as Vice President of Marketing.  

Mr. Kier reports to TenFold's President and CEO, Nancy Harvey.

"We are extremely pleased to welcome Bob as a member of our
executive team," said Dr. Harvey.  "He is a seasoned software
marketing and sales executive who brings with him a wealth of
marketing experience with new and innovative technologies."

Robert Kier joins TenFold after serving as Regional Vice President
of Sales for Tesseract Corporation, a leading provider of fully
Web-enabled human resource management systems.  Mr. Kier entered
the software industry with Walker Interactive Products, where he
was its top sales performer every year. At the time, Walker
Interactive was a provider of the most advanced, flexible
end-user applications in the industry.  Mr. Kier also launched
Oracle Applications as Oracle's Director of Applications
Marketing.

"I jumped at the chance to join another Jeff Walker-founded
company," said Robert Kier, TenFold's new Vice President of
Marketing.  "Jeff is the inventor of real-time applications --
something the industry now takes for granted. Jeff invented RDBMS-
based applications.  He is a titan," added Mr. Kier. "When I
installed TenFold's Tsunami product off the Internet, and in two
hours built a complex, complete CRM application, I knew that Jeff
had done it again and had invented the next big thing in
software."

Mr. Kier has a Bachelor of Science degree in Accounting from The
Ohio State University and is a Certified Public Accountant.

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


TENNECO AUTOMOTIVE: Plans to Close Birmingham, England Facility
---------------------------------------------------------------
Tenneco Automotive (NYSE: TEN) plans to close its manufacturing
facility in Birmingham, England by the end of 2004.

This move is part of the company's ongoing initiative to optimize
its manufacturing, distribution and logistics operations worldwide
and would impact 127 employees currently employed at the facility,
which manufactures and distributes exhaust components for the UK
aftermarket.

"It is difficult to make decisions that negatively impact
employees and we regret the effect of this announcement regarding
Birmingham," said Mark P. Frissora, chairman and CEO, Tenneco
Automotive. "However, we are determined to continue to improve our
operating efficiency and profitability globally by better
integrating our operations and adjusting our manufacturing
footprint to current and projected market needs."

The company will carry out all activities, including workforce
reductions, that may occur as a result of this initiative in
compliance with all applicable legal and contractual requirements,
including informing and consulting with union representatives, and
others. Tenneco Automotive employees affected by a closure of the
Birmingham facility will be eligible for severance benefits in
accordance with applicable policies of the company, as well as
applicable collective bargaining agreements and domestic legal
requirements and practices.

The company is still evaluating the necessary fourth quarter
restructuring charge but anticipates that it will not exceed $5
million.

The company is committed to its aftermarket customers in the UK
and Ireland and will maintain a UK sales, marketing and
distribution operation to continue to service those aftermarket
customers. Production from Birmingham will be transferred to the
company's aftermarket exhaust manufacturing plants in France,
Spain, Sweden and Poland.

The company's original equipment exhaust manufacturing facility in
Tredegar, Wales and its joint venture emission control facility in
Burnley, England will not be affected by this move.

Tenneco Automotive is a $3.5 billion manufacturing company with
headquarters in Lake Forest, Illinois and approximately 19,600
employees worldwide.  Tenneco Automotive is one of the world's
largest producers and marketers of ride control and exhaust
systems and products, which are sold under the Monroe(R) and
Walker(R) global brand names. Among its products are Sensa-Trac(R)
and Monroe Reflex(R) shocks and struts, Rancho(R) shock absorbers,
Walker(R) Quiet-Flow(R) mufflers and DynoMax(R) performance
exhaust products, and Monroe(R) Clevite(R) vibration control
components.

                         Ratings Status

As reported in Troubled Company Reporter's June 5, 2003 edition,
Fitch Ratings affirmed Tenneco Automotive Inc.'s senior secured
bank debt at 'B+' and subordinated debt at 'B-'. In addition,

Fitch assigned a rating of 'B' to the $300 million senior secured
notes to be issued under 144A, with silent second lien, due in
2013.

Meanwhile, as previously reported, Standard & Poor's Ratings
Services revised its outlook on Tenneco Automotive Inc. to stable
from negative. At the same time, Standard & Poor's assigned its
'CCC+' rating to TEN's offering of $300 million senior secured
notes, with a second lien, due in 2013 (144A with registration
rights).

The outlook revision reflects Lake Forest, Illinois-based TEN's
improved credit-protection measures achieved in the past year and
enhanced liquidity stemming from the pending issuance of the $300
million senior secured notes.

In addition, Standard & Poor's affirmed its 'B' corporate credit
rating on TEN and its other ratings.


THAXTON GROUP INC: Case Summary & 28 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: The Thaxton Group, Inc.
             1524 Pageland Highway
             Lancaster, South Carolina 29720      
        
Bankruptcy Case No.: 03-13183

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                             Case No.
     ------                                             --------
     Tico Credit Company                                03-13182
     Thaxton Operating Company                          03-13184
     Eagle Premium Finance Company, Inc.                03-13185
     TICO Premium Finance Company, Inc.                 03-13186
     Thaxton Insurance Group, Inc.                      03-13187
     Thaxton Commercial Lending, Inc.                   03-13188
     Paragon, Inc.                                      03-13189
     Modern Central Recovery                            03-13190
     TICO Credit Corporation                            03-13191
     TICO Credit Company, Inc.                          03-13192
     TICO Credit Company of North Carolina, Inc.        03-13193
     TICO Credit Company of Virginia, Inc.              03-13194
     TICO Credit Corporation                            03-13195
     TICO Credit Company of Alabama, Inc.               03-13196
     TICO Credit Company of Tennessee, Inc.             03-13197
     TICO Credit Company of Mississippi, Inc.           03-13198
     TICO Credit Company of Georgia, Inc.               03-13199
     Modern Finance Company                             03-13200
     Tico Credit Company                                03-13201
     Modern Financial Services, Inc.                    03-13202
     Tico Credit Company                                03-13203
     Thaxton Investment Corporation                     03-13204
     Southern Management Corporation                    03-13205
     Southern Finance Of Tennessee Inc.                 03-13206
     Southern Financial Management, Inc.                03-13207
     Covington Credit, Inc.                             03-13208
     Covington Credit Of Georgia, Inc.                  03-13209
     Covington Credit Of Louisiana, Inc.                03-13210
     Covington Credit Of Texas, Inc.                    03-13211
     Southern Finance Of South Carolina, Inc.           03-13212
     Quick Credit Corporation, Inc.                     03-13213
     
Type of Business: The Thaxton Group, Inc., is a diversified
                  consumer financial services company

Chapter 11 Petition Date: October 17, 2003

Court: District of Delaware

Debtors' Counsel: Michael G. Busenkell, Esq.
                  Robert J. Dehney, Esq.
                  Morris, Nichols, Arsht & Tunnell
                  1201 N. Market Street
                  P. O. Box 1347
                  Wilmington, DE 19899
                  Tel: 302-658-9200
                  Fax: 302-658-3989

Total Assets: $206,000,000

Total Debts: $242,000,000

Debtors' 28 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Assurant Group/Voyager      Debt                    $1,360,368    
260 Interstate North Circle
NW
Atlanta, GA 30339-2111

William E. Parker           Debt                    $1,000,000
2738 Floribunda Drive
Columbus, OH 43209

Garry Smith                 Debt                      $844,907
6016 Highview Road
Matthews, NC 28104

Christine Brooks            Debt                      $642,100
220 Harrell Drive
Spartanburg, SC 29307

Charles M. Crawford         Debt                      $617,328
21501 US R 68N
Belle Center, OH 43310

David A. Osteen, Sr.        Debt                      $555,707
1472 Ross Road
Elgin, SC 2945

Claudine L. Pate            Debt                      $488,881
Lawyers Glen
10830 Lawyers Road
Charlotte, NC 28227

Robert Edward Lee Estate    Debt                      $429,864
c/o Calvin L. Thaxton, Sr.
P.R.
2155 North Pearl Street
Pageland, SC 29728

Willard Picklesimer         Debt                      $392,000
78 Short Street
Milford Center, OH 43045

Thomas M. Moore             Debt                      $373,561
1432 Old Chester Road
PO Box 55
Smyrna, SC 29743

Forest Ripley               Debt                      $361,115
19303 Raymond road
Marysville, OH 43040
                  
Sam J. Wood                 Debt                      $355,500
1396 Mill Glen Court
Lawrenceville, GA 30045

Howard Belmont Moody        Debt                      $350,000
657 N. 21st Street
Newark, OH 43055

Jane I. Bevington           Debt                      $350,000
3249 Tremont Road
Columbus, OH 43221

Florence F. Castagna        Debt                      $350,000
1350 Dublin Road
Apt. 31
Columbus, OH 43215

Floyd F. Newton             Debt                      $315,000
Rt. J Box 268
Lilesville, NC 28091

Alvin S. Kauffman           Debt                      $313,730
381 Chesterfield Road
Columbus, OH 43209

Marie H. Boggs              Debt                      $310,935
10279 Seminole Shore Drive
Huntsville, OH 43324

G. Walter                   Debt                      $305,935
1020 Westwood Avenue
Columbus, OH 43212

Julus F. Hall               Debt                      $300,000
PO Box 12
Travelers Rest, SC 29690

Laverne McKenzie            Debt                      $299,034
510 Saddle Drive
Camdem, SC 29020

Parks Cox                   Debt                      $295,671
633 Eubanks Road
Monroe, NCV 28112

Kathleen Fornes             Debt                      $291,906
1613 Buckshot Court
Worthington, OH 43085

Dan Gordon                  Debt                      $291,906
1625 Spencer Creek Road
Campobello, SC 29322

Kenneth E. Jones            Debt                      $290,262
3630 S. York Street
Sharon, SC 29742

Russell Reese               Debt                      $285,001
741 Hendriz Street
Brooklyn, NY 11207

Ratha Ann Peay              Debt                      $276,718
1826 S. Pearl Street
Pageland, SC 29728

Grant Hall                  Debt                      $274,229
3708 Heron Pt. Drive
Monroe, SC 28110


TOWER AUTOMOTIVE: Poor Q3 Results Prompt S&P's Neg Ratings Watch  
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating and other ratings on Tower Automotive Inc. on
CreditWatch with negative implications. The action followed the
company's announcement that it will report that third-quarter
revenues, earnings, and EBITDA fell short of previous
expectations.

Grand Rapids, Michigan-based Tower is a supplier of automotive
structural components and assemblies and has total debt (including
off-balance sheet operating leases and accounts receivable
financing) of about $1.4 billion.

Tower's operating results during the third quarter were negatively
affected by a number of factors, including: Labor disruptions at
the company's main customers in South Korea, which reduced sales
and earnings of Tower's Soejin subsidiary; expenses totaling $4.4
million associated with executive leadership changes; production
interruptions resulting from an equipment failure, which increased
costs by $3.3 million; noncash asset-impairment charges totaling
$122.7 million and cash restructuring charges totaling $1.9
million, primarily related to the company's Milwaukee, Wisconsin,
facility and other facilities supporting the Ford Motor Co.'s
Explorer program.

"We are concerned that ongoing industry challenges and the
potential for additional restructuring will prevent the company
from improving its credit profile in the near-to-intermediate
term," said Standard & Poor's credit analyst Martin King.


TRITON PCS: Third-Quarter Teleconference Call Set for October 30
----------------------------------------------------------------
You are invited to participate in a conference call to review
Third Quarter 2003 results for Triton PCS (NYSE: TPC).  The
teleconference will be held on Thursday, October 30, at 4:30 PM
EST.

Michael Kalogris, Chairman and Chief Executive Officer and David
Clark, Executive Vice President and Chief Financial Officer, will
host the teleconference.  Formal remarks will be followed by a
Question and Answer Session.

Earnings will be released at approximately 4:00 PM EST on
Thursday, October 30, 2003.  A copy of the release will be
available prior to the conference call, on the Triton PCS investor
relations Web site: http://www.tritonpcs.com

       To participate in this teleconference, please call:

                        973-582-2773

              10 minutes prior to the start time
              or visit the Investor Relations page at:

                   http://www.tritonpcs.com

                   for a simultaneous web cast.

A replay of the call will be available until midnight, November 6,
2003. If you have any questions please do not hesitate to
telephone Steve Somers, Triton PCS Director of Investor Relations,
at 610-722-4449.

         Replay Number:      973-341-3080 (Domestic and Int'l)
         Reservation Code:   4250979

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

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


UNIVERSAL COMMS: Completes Acquisition of Millenium Electric
------------------------------------------------------------
On September 29, 2003, Universal Communication Systems, Inc., a
Nevada corporation, completed its acquisition of Millennium
Electric TOU, Ltd., an Israeli corporation. The acquisition was
made pursuant to a Stock Purchase Agreement, dated August 22,
2003.

Pursuant to the Purchase Agreement, Universal and Millenium
released their respective shares held in escrow to effect the
transaction.

The specific terms of the agreement are as follows:

Four million four hundred thousand (4,400,000) shares of
restricted common stock of the Buyer in the name of Sellers.  
Options to purchase additional eight million eight hundred
thousands (8,800,000) shares of Buyer common stock, at a price of
$0.05/share, exercisable for a period of five years from the date
of the Closing, upon delivery of Draft Financial Statements of the
Company for the 2002 fiscal year, and Draft Interim Financial
Statements through the quarter ended June 2003 (as further defined
in Section 2.4). Within 7 days after receipt of a Revenue Report
indicating the Company has achieved USD $1.3 million in Revenue,
options to purchase 13.2 million shares of Buyer common stock,
exercisable during a period of 36 months from the date of
issuance, at: USD $0.06 per share, if such Revenue is achieved at
any time during the fiscal year ending December 31, 2003; or USD
$0.07 per share if such Revenue is achieved accumulatively at any
time during the fiscal year ending December 31, 2004; USD $0.08
per share if such Revenue is achieved accumulatively at any time
during the fiscal year ending December 31, 2005. Within 7 days
after receipt of a Revenue Report indicating the Company has
achieved USD $4.4 million in Revenue, options to purchase
additional 13.2 million shares of Buyer common stock, exercisable
during a period of 48 months from the date of issuance, at: USD
$0.17 per share if such Revenue is achieved during the fiscal year
ending December 31, 2004 USD $0.18 per share if such Revenue is
achieved accumulatively at any time during the fiscal year ending
December 31, 2005; or USD $0.19 per share if such Revenue is
achieved accumulatively at any time during the fiscal year ending
December 31, 2006. Within 7 days after receipt of a Revenue Report
indicating the Company has achieved USD $12.2 million in Revenue,
options to purchase additional 13.2 million shares of Buyer common
stock, exercisable during a period of 60 months from the date of
issuance, at: USD $0.37 per share if such Revenue is achieved
during the fiscal year ending December 31, 2005; or USD $0.38 per
share if such Revenue is achieved accumulatively at any time
during the fiscal year ending December 31, 2006; or USD $0.39 per
share if such Revenue is achieved accumulatively at any time,
during the fiscal year ending December 31, 2007.

Universal Communication Systems' June 30, 2003, balance sheet
reports a net capital deficit of about $6 million.


US AIRWAYS: Settles Wilmington Trust Co. Claims
-----------------------------------------------
Wilmington Trust Company, as Indenture Trustee and Collateral
Agent for three indentures controlling USAir Enhanced Equipment
Notes, filed Claim Nos. 4359, 4360 and 4361.  The Claims address
specific obligations of the Reorganized US Airways Debtors that
are secured by aircraft and equipment bearing Tail Nos. N625VJ,
and N626AU through N633AU.

After good faith negotiations, the Parties agree that Claim Nos.
4359, 4360 and 4361 are allowed in the aggregate as General
Unsecured Class USAI-7 Claims for $73,029,571.  All other claims
relating to the Tail Nos. are disallowed. (US Airways Bankruptcy
News, Issue No. 39; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


VANTAGEMED CORP: SEC Inquiry into Accounting Reaches Resolution
---------------------------------------------------------------
VantageMed Corporation (OTC Bulletin Board: VMDC), a leading
provider of healthcare information solutions, announced that the
Securities and Exchange Commission's inquiry into the Company's
accounting for the sale of its dental line of business has been
resolved.  

The SEC alleged that VantageMed, under the direction of certain
former members of senior management, materially misstated its
financial results in the third quarter ended September 30, 2001.
In May 2002, following an internal investigation by the company's
audit committee, VantageMed restated its financial results for the
quarter ended September 30, 2001.

The SEC did not charge VantageMed with fraud or levy any monetary
damages against the company.  However, as part of a settlement
agreement, the SEC ordered VantageMed to cease and desist from
committing or causing any violation of the periodic reporting and
books and records provisions of the federal securities laws.  
VantageMed has agreed to the order, without admitting or denying
the SEC's charges.  In acceptance of the settlement, the
Commission considered remedial acts promptly undertaken by
VantageMed and cooperation afforded to the Commission staff.

"The company has cooperated fully with the SEC, and we are pleased
to have this matter resolved," Richard M. Brooks, VantageMed's
CEO, says.

VantageMed is a leader in providing healthcare software, services,
and technologies.  We serve over 50,000 providers nationwide in
more than 12,000 customer sites with our practice management and
clinical solutions. Our suite of software products and services
automates administrative, financial, clinical, and management
functions for physicians, other healthcare providers, and provider
organizations.

VantageMed Corporation's December 31, 2002 balance sheet shows
that its total current liabilities exceeded its total current
assets by about $1.1 million. The Company also reported that its
total net capital is further depleted to about $3 million from
about $10 million recorded a year ago.

MDC Systems and Services, Inc. is a privately held company with
headquarters in Madison, North Carolina.  MDC has been providing
dental practice management systems and services since 1987.


WACKENHUT CORRECTIONS: Renews Delaware County Jail Contract
-----------------------------------------------------------
Wackenhut Corrections Corporation (NYSE: WHC) announced that the
Delaware County Board of Prison Inspectors has ratified its
contract with WCC for the management and operation of the
1,714-bed George W. Hill Correctional Facility, located in
Delaware County, Pennsylvania, for three years beginning June 1,
2003 and ending May 31, 2006.

The new contract has an annual value of approximately $28 million,
which represents an increase of approximately 10% from the
previous contract, and calls for annual increases of 3.5% for each
of the last two years. The contract increase and annual
adjustments are consistent with increases included in the
Collective Bargaining Agreement between WCC and the Delaware
County Prison Employees Independent Union Correctional Officers,
which became effective upon the ratification of the WCC contract
by the Prison Board.

Additionally, the new three-year contract includes the
construction by the County of a new 206-bed General Population
Unit and a 46-bed expansion to the Special Care Medical Unit,
which are expected to open by the third quarter of 2004. Once both
units have opened, the contract is expected to have an annual
value of approximately $32 million.  At the end of the contract
term, the contract may be extended for subsequent terms of three
years by mutual agreement of WCC and the Prison Board.

George C. Zoley, Chairman of the Board and Chief Executive Officer
of WCC, said: "We appreciate the confidence placed in our company
by the Delaware County Board of Prison Inspectors. The George W.
Hill Correctional Facility plays an important role in the criminal
justice system of Delaware County. We look forward to
strengthening our partnership with the County over the coming
years."

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


WARP TECHNOLOGY: Recurring Losses Prompt Going Concern Doubts
-------------------------------------------------------------
Warp Technology Holdings Inc. is an information technology company
that produces a series of application acceleration products that
improve the speed and efficiency of transactions and information
requests that are processed over Internet and Intranet network
systems. The Company's GTEN suite of hardware and software
products and technologies is designed to accelerate network
applications, reduce network congestion, and reduce the cost of
expensive server deployments for enterprises engaged in high
volume network activities. The goal of the Company is to become
the de facto standard in the application acceleration marketplace.

The Company's GTEN suite of applications includes both hardware
and software solutions. The hardware platform consists of the WARP
2063e, a multi-function network appliance designed to improve the
efficiency of network applications by utilizing technologies such
as static caching, dynamic caching, TCP/IP session management,
compression, and SSL acceleration. The Company's software platform
consists of SpiderSoftware, a pure dynamic caching solution, and
iMimic's DataReactor, a pure static caching solution. Together,
these products enable an enterprise to: (i) minimize complex
transaction-processing bottlenecks; (ii) increase response times;
(iii) lower hardware costs; and (iv) lower wide area network
costs.

The Company has experienced operating losses, as well as net
losses, for each of the years during which it has operated and
anticipates future losses and negative cash flow to continue for
the foreseeable future.

The Company has incurred recurring operating losses since its
inception, and as of June 30, 2003 had an accumulated deficit of
approximately $27,000,000 and at June 30, 2003 had insufficient
capital to fund all of its obligations. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.

The Company's continuation as a going concern is dependant upon
receiving additional financing. The Company anticipates that
during its 2004 fiscal year it will need to raise over $4,000,000
to support its working capital needs and to continue to execute
the requirements of its business plan. In September 2003 the
Company completed an offering of 975,940 shares of Series A
cumulative convertible preferred stock for approximately $976,000,
of which $490,000 had been received by June 30, 2003. Management
of the Company is currently in a process of another capital raise.
There can be no assurance that the Company will be successful in
this capital raise or other attempts to raise sufficient capital.

To date, Warp has received only limited revenue from the sale of
its products. It has incurred significant costs in connection with
the development of its technologies and proposed products and
there is no assurance that they will achieve sufficient revenues
to offset anticipated operating costs. Although the Company
anticipates deriving revenues from the sale of its WARP 2063e,
SpiderSoftware and iMimic DataReactor products, no assurance can
be given that these products will be successfully marketed.
Management anticipates that the Company may continue to incur
losses for at least the next twelve months. Included in such
former and future losses are research and development expenses,
marketing costs, and general and administrative expenses. It is
anticipated that Company losses will continue until it is able to
generate sufficient revenues to support operations. If it achieves
profitability, the Company gives no assurance that it would be
able to sustain or increase profitability on a quarterly or annual
basis in the future.

Similarly, in the future, the Company may not generate sufficient
revenue from operations to pay its operating expenses. If it fails
to generate sufficient cash from operations to pay these expenses,
management will need to identify other sources of funds. The
Company may not be able to borrow money or issue more shares of
common stock to meet its cash needs. Even if it can complete such
transactions, they may not be on terms that are favorable or
reasonable from the Company's perspective. As a result, persons
may lose their entire investment.  


WESTPOINT: Asks Court to Stretch Plan Filing Time Until Mar. 29
---------------------------------------------------------------
Section 1121(b) of the Bankruptcy Code provides for an initial
120-day period after the Petition Date during which a debtor has
the exclusive right to file a Chapter 11 plan.  Section
1121(c)(3) provides that, if a debtor proposes a plan within the
exclusive filing period, it has a period of 180 days after the
Petition Date to obtain acceptances of the plan.

John Rapisardi, Esq., at Weil, Gotshal & Manges LLP, in New York,
tells the Court that the WestPoint Stevens Debtors' Schedules of
Assets and Liabilities and Statements of Financial Affairs list
over 3,822 creditors, and 1,537 leases and executory contracts.  
In addition, the Debtors have 14,600 employees, dozens of
production and retail locations, over $1,300,000,000 in assets and
over $2,100,000,000 in liabilities.  Given the size and complexity
of the Debtors' Chapter 11 cases, Mr. Rapisardi asserts that the
Debtors are not poised to propose a recovery plan at the moment.

By this motion, the Debtors ask the Court to extend:

   -- their Exclusive Plan Proposal Period through and including
      March 29, 2004; and

   -- their Exclusive Solicitation Period through and including
      May 28, 2004.

According to Mr. Rapisardi, before the Debtors can propose a
meaningful Chapter 11 Plan, they need to implement portions of
their business plan, close down certain facilities and stores,
complete the valuation of their businesses, review executory
contracts and unexpired leases, and determine the scope and size
of their liabilities.  To that end, the Debtors have filed a
request to establish a deadline for filing proofs of claim,
presented a business plan proposal to their major creditor
constituencies and are in the process of preparing a detailed
valuation of their businesses.  The Debtors' advisors have also
begun an in-depth review of the Debtors' executory contracts.  
After all claims are submitted, the Debtors will be in a better
position to propose a plan, Mr. Rapisardi says.

Mr. Rapisardi informs the Court that the Debtors made substantial
progress and are effectively managing their business and
preserving the value of their assets.  Since the Petition Date,
the Debtors and their professionals made significant progress in
their reorganization, specifically including:

   (a) ongoing negotiations with their senior lenders and
       bondholders regarding the reorganization and business
       plan;

   (b) negotiations with various landlords, suppliers, and
       vendors in order to stabilize the Debtors' business
       operations;

   (c) entering into a separation and settlement agreement with
       former Chief Executive Officer Holcombe T. Green; and

   (d) formulating a key employee retention and severance
       program, which has been presented to the Committee and the
       Debtors' senior lenders.

The Debtors and their advisors have also been working diligently
on a valuation analysis, which will be presented to their senior
lenders and bondholders.  The ascertainment of the appropriate
post-reorganization valuation will help determine the reorganized
Debtors' appropriate capital and equity structure.  The Debtors
have been in constant contact with the Committee and their senior
lenders regarding their Chapter 11 cases and have established an
intralinks website to provide easy access to important credit and
business information.

Mr. Rapisardi notes that the Debtors continue to review their
operations, facilities and business strategies to identify
operations that can be improved either during the reorganization
process or upon emergence.  The Debtors have been operating in
compliance with the cash flow and minimum availability covenants
specified in their DIP credit facility.

Mr. Rapisardi maintains that an additional 180 days' extension
will allow the Debtors to develop and ultimately confirm a
consensual Chapter 11 Plan.  The Debtors believe that the
extension would not prejudice any parties-in-interest but,
instead, will prevent the filing of a premature plan.

The Court will convene a hearing on October 22, 2003 to consider
the Debtors' request.  Accordingly, Judge Drains extends the
Debtors' exclusive periods until the conclusion of that hearing.
(WestPoint Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


WHEELING-PITTSBURGH: Steve Sorvold to Head Wheeling Corrugating
---------------------------------------------------------------
Wheeling-Pittsburgh Steel Corporation announced that effective
immediately, Steve Sorvold would assume both operational and
commercial responsibilities for Wheeling Corrugating Company, a
division of Wheeling-Pittsburgh Steel Corporation.

Sorvold will retain his current duties as Vice President -
Commercial for Wheeling-Pittsburgh Steel Corporation.

"Steve has done an outstanding job in directing our commercial
activities," said James G. Bradley, President and CEO, Wheeling-
Pittsburgh Steel Corporation. "We are confident that he will
provide the guidance that results in Wheeling Corrugating
maintaining its current position as an industry leader."

Jim Muldoon will move from Wheeling Corrugating Company to a
position with duties including strategic planning and business
development for Wheeling-Pittsburgh Steel Corporation.

"We are anxious to take advantage of Jim's extensive experience in
the steel industry to help us make critical strategic decisions as
we move forward with our new furnace configuration," commented
Bradley.

Bradley further commented that Wheeling Corrugating Company has
been, and continues to be, a very important part of Wheeling-
Pittsburgh Steel Corporation. These changes will enhance the
coordination between steel production and the sale and
distribution of Wheeling Corrugating Company products.


ZEGARA'S FRESH MARKETS: Case Summary & 20 Unsecured Creditors
-------------------------------------------------------------
Debtor: Zegara's Fresh Markets, LLC
        4300 Dearborn Circle
        Mt. Laurel, New Jersey 08054

Bankruptcy Case No.: 03-43017

Type of Business: The Company owns three grocery stores in Marlton
                  and Mount Laurel in New Jersey and Glen Mills in
                  Pennsylvania

Chapter 11 Petition Date: October 6, 2003

Court: District of New Jersey (Camden)

Judge: Gloria M. Burns

Debtors' Counsel: Paul Maselli, Esq.
                  Maselli Warren, P.C.
                  600 Alexander Road
                  Princeton, NJ 08540
                  Tel: 609-452-8411
                  Fax: 609-452-8422

Total Assets: 4,088,960

Total Debts: 2,900,000

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Safeway, Inc.               Promissory note           $361,000
5918 Stone Ridge Mall Road
Pleasanton CA 94588
Tel: 925-467-3224

Ettline Foods Corp          General food              $348,000
525 State Street
York PA 17405
717-848-1564

470 Investment Company      Subordinated debt         $300,000
Bluebell Exec Campus
470 Norristown Road
Suite 300
Bluebell PA 19422
Tel: 610-832-3812

Whelan Investment Company   Subordinated debt         $250,000

United Natural Foods Inc    General food              $123,000

Penn Jersey Paper Co        Paper supplies            $119,000

Degilio, James              Subordinated debenture    $100,000

David Schwartz & Nan        Subordinated debt          $50,000
Barash

Phila Produce Credit        Cooperative group          $68,000
Bureau

Sea-Lect Wholesale          Fish supplier              $54,000
Seafood Inc

Country Suites Bake Shop    Baked goods                $54,000

The Cheeseworks Ltd         Cheese company             $53,000

The Barash Group            Marketing Services         $38,000

BK Enterprises              Bead company               $37,000

Haddon House Food           General foods              $38,000
Products Inc

Homarus Smoked Fish         Fish sales                 $23,000

K & B Mushrooms             Mushrooms                  $23,000

Kyrus                       Computer systems           $34,000

Philip & Lina Lapa          Bread                      $27,000


* BOND PRICING: For the week of October 20 - 24, 2003
-----------------------------------------------------

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

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
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public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
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                          *********

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
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Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette C.
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Chapman, Editors.

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

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