TCR_Public/031022.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, October 22, 2003, Vol. 7, No. 209   

                          Headlines

ADVANCED GLASSFIBER: All Voting Ballots Due by October 30, 2003
ALDERWOODS GROUP: Completes Sale of United Kingdom Assets
ALESTRA: Extends Exchange & Cash Tender Offers & Solicitation
AMKOR TECHNOLOGY: Amends Certain Covenants Under Credit Facility
ANC RENTAL: Court Extends Lease Decision Period Until January 6

ARCH COAL: Reports Improved Third-Quarter 2003 Financial Results
ATLANTIC COAST: Names Lillian A. Dukes Vice-Pres. of Maintenance
BIRMINGHAM STEEL: Delaware Court Closes Chapter 11 Cases
BRIDGE INFO.: Court Clears Stipulation Settling Barclay's Claims
BUCKEYE TECH.: Reports $2.4MM After-Tax Loss for Sept. Quarter

BUDGET GROUP: Court Fixes November 10, 2003 as BRACII Bar Date
CABLE SATISFACTION: Will File Amended CCAA Plan of Arrangement
COGENTRIX ENERGY: S&P Begins Watch After Sale Announcement
CONSOL ENERGY: Reports Improved Coal & Gas Production for Sept.
COVANTA ENERGY: Files First Amended Joint Plan of Reorganization

DEDE CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
DELPHI CORP: S&P Rates Unit's $100MM Preferreds Offering at BB
DESA HOLDING: Wants Plan-Filing Exclusivity Stretched to Dec. 27
DI GIORGIO CORP: S&P Revises Low-B Ratings Outlook to Negative
EL PASO CORP: Will Publish Third-Quarter Results on November 10

ELAN CORP: Will Webcast Third Quarter Results on November 12
ELDERTRUST: Board Approves Payment of $0.16 Per Share Dividend
ENRON CORP: Takes Actions to Challenge Various Employee Claims
ENRON CORP: Oswego Cogen's Voluntary Chapter 11 Case Summary
EXTREME NETWORKS: Look for First Quarter 2004 Results on Friday

FAO INC: Denies Negative New York Post Report re Cash Position
FLEETWOOD ENTERPRISES: Completes $25MM Offering of 2.7M Shares
FLEMING COS.: Wants Clearance to Reduce Fixed Component Reserve
FORKLIFT LP: Court Sets Plan Confirmation Hearing for Today
FRONTLINE CAPITAL: Keeps Plan-Filing Exclusivity Until Nov. 28

GLOBAL CROSSING: Obtains Stay Relief to Advance Defense Costs
GOLF TRUST: Secures Updated Innisbrook Resort Cash Flow Forecast
GREAT AMERICAN FIN'L: Proposes $100MM Debt Securities Offering
HARRAH'S ENTERTAINMENT: Don Marradino to Head North Nevada Ops.
HASBRO INC: Third-Quarter 2003 Results Reflect Strong Growth

HAUSER INC: Auctioning-Off Policosanol Assets Today
HAYES LEMMERZ: Senior Lenders Agree to Cut Interest Rate by 1%
HEXCEL CORP: Sept. 30 Net Capital Deficit Widens to $95 Million
INFOUSA: Appoints Ray Butkus President, Large Business Group
INTEGRATED HEALTH: THCI Pressing for $41MM Admin. Claim Payment

INTERNACIONAL DE CERAMICA: Violates Covenant Under US Loan Pact
KAISER ALUMINUM: Retirees' Panel Hires Orrick as Bankr. Counsel
LEAP WIRELESS: Claim Validity Objection Deadline Moved to Nov 30
LNR PROPERTY: Fitch Assigns BB- Rating to $300M Senior Sub Notes
LORAL SPACE: Intelsat Pitches Winning Bid for N. American Assets

LORAL SPACE: Accepts Intelsat Bid for Sale of N. American Assets
LTV: Creation of Distribution Trust and Appointment of Trustee
M.D.C. HOLDINGS: Board Declares Third-Quarter Cash Dividend
MERITAGE CORP: Third Quarter Results Show Year-Over-Year Growth
METALS USA: Terry Freeman Acquires 1,845 Metals USA Shares

MIRANT: Wrightsville Debtors Want More Time to File Schedules
NATIONAL BENEVOLENT: Fitch Keeps B- Rating on Fixed-Rate Debts
NOVA CHEMICALS: Will Shut Down High-Cost Polyethylene Prod. Line
NRG ENERGY: Secures Go-Signal to Assume Five McClain Agreements
OMEGA HEALTHCARE: Hosting Third-Quarter Conference Call Friday

PAC-WEST TELECOMM: Enters into Deutsche Bank $40M Financing Pact
PACIFIC GAS: Wins Nod to Amend L/C-Backed PC Bonds Term Sheet
PILLOWTEX CORP: Provides Statement of Financial Affairs
QWEST COMMS: Inks New $1-Million Agreement with PromoVantage
R & S TRUCK: Seeking to Voluntarily Dismiss Kylan and CPS Cases

RANOR: Wants to Voluntarily Dismiss Chapter 11 Bankruptcy Case
RENT-WAY INC: Fourth-Quarter Operating Results Show Improvement
RESMED INC: Will Publish First-Quarter Results on October 28
ROBOTIC VISION: Fails to Comply with Nasdaq Listing Requirements
SEA CONTAINERS: Declares Cash Dividends on Class A and B Shares

SILICON GRAPHICS: Sept. 26 Net Capital Deficit Widens to $211MM
SK GLOBAL: Units Fined $25 Million for Unfair Trading Practices
SMITHFIELD FOODS: Extends Exchange Offer for $350MM Senior Notes
SMTC CORP: Schedules 3rd-Quarter Teleconference for November 10
STARBAND COMMS: Plan-Filing Exclusivity Intact through Oct. 27

TCW LEVERAGED: Fitch Affirms Low-B Ratings on Class D & E Notes
THAXTON GROUP: CEO Says Bankruptcy Filing a Temporary Setback
THAXTON GROUP: Seeks Court OK to Pay Critical Vendors' Claims
TRITEAL: Mails Notice of Intended Distribution to Shareholders
TURNSTONE SYSTEMS: Reports $1.4 Million in Net Loss for Q3 2003

UNITED AIRLINES: Enters into Morgan Stanley Jet Fuel Supply Pact
UNITEDGLOBALCOM: UGC Europe Shareholders Urged to Nix Offer
USG CORP: L&W Wants to Purchase Secret Building Supply Business
WEIRTON STEEL: Provides Overview of Emergence Business Plan
WESTPOINT STEVENS: Asks Court to Fix Key Employee Retention Plan

WINN-DIXIE STORES: Board Declares $0.05 Per Share Cash Dividend
WINSTAR COMMS: Court Orders Ch. 7 Trustee to Pay General Motors
WORLDCOM INC: Reaches Pact to Settle 21st Century Claims Dispute
WORLDSPAN: Ninan Chacko Appointed as SVP for Product Planning

* Conner & Associates Gains Strength via CPAConnect Membership
* Deloitte Admits 24 Partners, Principals & Directors in Chicago
* Eight Specialists Join Fasken Martineau's Quebec City Office
* Jefferies Hires Gilbertson as Equity Research Assoc. Director

* Meetings, Conferences and Seminars

                          *********

ADVANCED GLASSFIBER: All Voting Ballots Due by October 30, 2003
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
previously ruled on the adequacy of the Disclosure Statement
prepared by Advanced Glassfiber Yarns LLC and AGY Capital Corp. to
explain their First Amended Joint Plan of Reorganization.

The Plan is now in creditors' hands and the Debtors are soliciting
creditors' votes to accept that plan.  All creditors' ballots are
due on Oct. 30, and must be delivered to the Debtors' Balloting
Agent, Trumbull Services, LLC.  For all Classes except Class 5,
ballots must be sent to:

        Advanced Glassfiber Yarns, et al.
        c/o Trumbull Services LLC
        4 Griffin Road North,
        P.O. Box 721
        Windsor, CT 06095-0721
        Tel: 860-687-7598
        Attn: Mr. William R. Gruber

Class 5 ballots must be returned to:

        Advanced Glassfiber Yarns, et al.
        c/o Innisfree M&A Incorporated
        501 Madison Avenue
        20th Floor
        New York, NY 10022
        Tel: 877-750-2689
        Attn: Advanced Glassfiber Yarns Tabulations

A hearing to consider confirmation of the Debtors' Plan is
scheduled for November 17, 2003, at 1:30 p.m., before the
Honorable Judith K. Fitzgerald.

Advanced Glassfiber Yarns, LLC and its debtor-affiliate, AGY
Capital Corp., are affiliates of Owens Corning.  They are one of
the largest manufacturers and global suppliers of glass yarns.
The Company field for chapter 11 protection on December 10, 2002,
(Bankr. Del. Case No. 02-13615). Alan B. Hyman, Esq., and Scott K.
Rutsky, Esq., at Proskauer Rose LLP, represent the Debtors in
their restructuring efforts.  When the Company filed for chapter
11 protection, it listed $194.1 million in total assets and $409
million in total debts.


ALDERWOODS GROUP: Completes Sale of United Kingdom Assets
---------------------------------------------------------
Alderwoods Group, Inc. (NASDAQ:AWGI) announced that the sale of
its assets in the United Kingdom has been completed.

A U.K. management led consortium under the leadership of Mr. Jan
Hubrecht, the current Chairman of Alderwoods' U.K. operations, has
purchased all 39 funeral homes. This will now divest Alderwoods
Group of all of its holdings outside of North America. The Company
received proceeds of approximately $18 million USD, and will
record a gain on the sale of approximately $2 million USD in the
fourth quarter.

Paul Houston, President and Chief Executive Officer said, "At the
end of the second quarter, our U.K. assets were designated as held
for sale as they were not strategic to the Company's long-term
objective to focus its capital and management resources in North
America.

"We are very pleased with the progress that has been made over the
last three years in the development of our U.K. business under the
leadership of Jan Hubrecht and his management team. As a result,
we are happy that they expressed an interest in purchasing the
U.K. assets, and that we have been able to conclude a transaction
with them and their financial partners.

"I would like to take this opportunity to thank all of the
employees in the United Kingdom for their support of the Company
and their dedication to their communities and the families they
serve."

Launched on January 2, 2002, the Company is the second largest
operator of funeral homes and cemeteries in North America. As of
June 14, 2003, the Company operated 792 funeral homes, 167
cemeteries and 61 combination funeral home and cemetery locations
in the United States, Canada and the United Kingdom. Of the
Company's total locations, 143 funeral homes, 89 cemeteries and
five combination funeral home and cemetery locations are either
held for sale as at June 14, 2003, or identified for sale
subsequently. The Company provides funeral and cemetery services
and products on both an at-need and pre-need basis. In support of
the pre-need business, it operates insurance subsidiaries that
provide customers with a funding mechanism for the pre-arrangement
of funerals.


ALESTRA: Extends Exchange & Cash Tender Offers & Solicitation
-------------------------------------------------------------
Alestra, S. de R.L. de C.V., extends its pending cash tender
offers, exchange offers and consent solicitation for all of its
outstanding principal amount of its 12-1/8% Senior Notes due 2006
and 12-5/8% Senior Notes due 2009 and its solicitation of
acceptances to a U.S. prepackaged plan of reorganization.

Alestra is extending the expiration date for the offers and the
solicitation of acceptances to the U.S. prepackaged bankruptcy to
11:59 p.m. on November 3, 2003, eleven business days from, and
including, the date of this press release, unless further extended
by Alestra.

Through and including November 3, 2003, the Company is granting
withdrawal rights to holders of our existing senior notes who
previously tendered their existing senior notes in the offers and
to those holders of our existing senior notes who on or subsequent
to the date of this press release tender their existing senior
notes in the offers. Holders of our existing senior notes already
have the right to withdraw or modify their ballot for the U.S.
prepackaged plan at any point prior to the commencement of the
U.S. bankruptcy case. As of the date of this press release,
approximately $238 million principal amount of our outstanding
12-1/8% Senior Notes due 2006 have been tendered in the offers and
approximately $253 million principal amount of our outstanding
12-5/8% Senior Notes due 2009 have been tendered in the offers.
These amounts represent approximately 86% of the existing senior
notes.

In the near future, Alestra expects to distribute a prospectus
supplement to its prospectus dated August 21, 2003, as
supplemented, that provides, among other things, additional
disclosure and an update regarding a legal action brought against
it, its equity holders and the indenture trustee on September 22,
2003 in the United States District Court for the Southern District
of New York by W.R.H. Global Securities Pooled Trust. The
complaint sought damages and to enjoin Alestra from consummating
its exchange offers and consent solicitations.

On October 15, 16 and 17, 2003, a hearing was held before the
United States District Court for the Southern District of New York
(Wood, J.) on Huff's motion for an order preliminarily enjoining
the offers. During that hearing Alestra agreed to make certain
additional disclosures, which will be set forth in the prospectus
supplement referred to above, and are acceptable to Huff on the
points addressed. Because of this, the court denied the motion as
moot, and the remaining relief sought by Huff was denied,
including Huff's request for an injunction pending appeal.

You may obtain copies of Alestra's prospectus, prospectus
supplements and transmittal documents for the offers and the
solicitations from the Information Agent: D.F. King & Co., Inc.,
48 Wall Street, New York, New York, 10005. Banks and brokers call
collect: (212) 269-5550. All others call toll free: (800) 549-
6697.

Alestra is a leading provider of competitive telecommunications
services in Mexico that it markets under the AT&T brand name and
carries on its own network. Alestra offers domestic and
international long distance services, data and internet services
and local services.

Any questions regarding the cash tender offers, exchange offers,
the consent solicitations and the solicitation of acceptances to a
U.S. prepackaged plan of reorganization may be addressed to Morgan
Stanley as dealer manager for this transaction at the following
number:

               Simon Morgan 1-212-761-2219
               Heather Hammond 1-212-761-1893


AMKOR TECHNOLOGY: Amends Certain Covenants Under Credit Facility
----------------------------------------------------------------
Amkor Technology, Inc. (Nasdaq: AMKR) has amended certain
covenants under its $200 million senior secured credit facility
consisting of a $170 million term loan maturing January 31, 2006
and a $30 million revolving line of credit that is available
through October 31, 2005.  Key modifications are summarized below:

     *  Maximum annual capital expenditures have been increased to
        the greater of (i) $250 million or (ii) 50% of EBITDA (as
        defined), not to exceed $350 million.

     *  The Company is permitted to repurchase or redeem any
        Senior Notes, Senior Subordinated Notes or Convertible
        Notes with the net cash proceeds of equity offerings.

     *  The basket for permitted investments has been increased
        from $25 million to $50 million.

There has been no change to the minimum EBITDA and minimum daily
liquidity covenants.

"This amendment provides Amkor with added flexibility to make
investments in leading-edge assembly and test equipment to support
growing customer demand for advanced package and test solutions,"
said Ken Joyce, Amkor's Chief Financial Officer.

Amkor Technology, Inc. (S&P, B Corporate Credit and Senior Debt
Ratings, Stable) is the world's largest provider of contract
semiconductor assembly and test services.  The company offers
semiconductor companies and electronics OEMs a complete set of
microelectronic design and manufacturing services.  More
information on Amkor is available from the company's SEC filings
and on Amkor's Web site: http://www.amkor.com


ANC RENTAL: Court Extends Lease Decision Period Until January 6
---------------------------------------------------------------
ANC Rental Corporation and its debtor affiliates obtained an
extension of time within which they must determine whether to
assume, assume and assign, or reject their Unexpired Leases until
January 6, 2004. (ANC Rental Bankruptcy News, Issue No. 40;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ARCH COAL: Reports Improved Third-Quarter 2003 Financial Results
----------------------------------------------------------------
Arch Coal, Inc. (NYSE: ACI) reported that for its third quarter
ended September 30, 2003, the company had income available to
common shareholders of $9.3 million, or $.18 per share. Included
in these results was a net gain of $8.4 million, or $.16 per
share, related to mark-to-market adjustments and charges stemming
from the recent termination of hedge accounting for certain
interest rate swap agreements. In the third quarter of 2002, Arch
had income of $1.6 million, or $.03 per share.

"During the quarter, Arch's mining operations managed costs well
despite reduced sales volumes stemming from a relatively mild
summer, normally scheduled mine vacation shutdowns and three
longwall moves," said Steven F. Leer, Arch Coal's president and
chief executive officer. "Meanwhile, U.S. coal markets began a
long-awaited rally, with coal prices moving up markedly and
contract activity heating up as well."

For the nine months ended September 30, 2003, Arch Coal had a loss
available to common shareholders of $10.2 million, or $.19 per
share, excluding severance costs of $2.6 million, a $3.7 million
non-cash charge related to the cumulative effect of an accounting
change resulting from the adoption of FAS 143, charges of $6.9
million related to the early extinguishment of debt and
termination of hedge accounting, and an $11.3 million gain related
to mark-to-market adjustments. That compares to a loss of $3.6
million, or $.07 per share, during the same period of 2002. Total
revenues for the nine months were $1,122.9 million and coal sales
totaled 73.6 million tons, vs. $1,143.7 million and 78.3 million
tons in the comparable period of 2002. Adjusted EBITDA totaled
$144.4 million for the first nine months of 2003, compared to
$171.1 million in the same period of 2002.

                     Cost Control Efforts

During the quarter, Arch's eastern operations recorded all-in
costs of approximately $31.40 per ton, maintaining the
improvements achieved in the second quarter despite an 11% decline
in sales volumes. Arch's western operations effectively held the
line on costs as well, after a more than 4% reduction in costs in
the second quarter.

"We continue to make good progress in our efforts to manage costs
at all of our operations," Leer said. "Arch's mining operations
already rank No. 1 in productivity among major producers in both
the Powder River Basin and Central Appalachia for the most recent
four quarters for which data is available. However, we expect to
enhance our competitive position still further through additional
cost reductions in coming quarters." Arch continues to pursue a
very deliberate approach to cost-reduction efforts across the
corporation.

                       U.S. Coal Markets

U.S. coal prices moved up strongly during the quarter, spurred by
increased coal consumption at U.S. power plants, declining utility
stockpile levels, and the continuing rationalization in eastern
coal supply.

"We continue to see many positive signs that point to a sustained
rebound in U.S. coal markets," Leer said. "During the first half
of 2003, coal consumption at U.S. power plants increased 3.7%, as
utilities sought to maximize output from coal-fired units in the
face of sharply higher natural gas prices and reduced nuclear
availability."

As a result of this increased consumption, Arch projects that coal
stockpiles at U.S. power plants declined to approximately 120
million tons at the end of September, nearly 15% lower than at the
same time last year.

While the long-term outlook for increased U.S. coal production is
positive, output from eastern coalfields has declined, as
producers struggle with degraded reserve bases, high costs and a
host of other pressures. Last year, U.S. coal production declined
by an estimated 3.0%, driven principally by reduced eastern
output. In 2003, that trend has continued, with total U.S. coal
production down an estimated 2.2% year to date.

"During the past 18 months, many traditional eastern coal
producers have closed mines, filed for bankruptcy protection or
even exited the business," Leer said. "We believe that this
rationalization process will continue, which should translate into
a stronger pricing environment for our productive and cost-
competitive eastern operations."

                         Market Activity

While Arch has signed commitments for a small percentage of its
uncommitted 2004 and 2005 tonnage in recent weeks, the company
should benefit substantially from further movements in the market.
At present, approximately 25% of Arch's expected 2004 production
and 45% of its 2005 production is open to market-based pricing.

"We are currently in the midst of negotiations with several large
coal- burning utilities concerning tonnage for delivery in 2004
and beyond," Leer said. "However, we feel no sense of urgency
about committing the remainder of our tonnage, and we would be
very comfortable entering 2004 with a significant open position."

With eastern low-sulfur coal production struggling, the market is
likely to need every available ton of coal in 2004, according to
Leer. "After an extended utility stockpile correction, we believe
supply and demand are close to equilibrium," Leer said.

               Safety and Environmental Stewardship

During the quarter, several Arch Coal subsidiaries received honors
for safety and reclamation excellence. Coal-Mac's Phoenix mine was
named one of the five safest surface coal mines in 2002 by the
Mine Safety and Health Administration for working more than
300,000 employee-hours without a lost time injury. (In 2002,
Thunder Basin's Black Thunder mine won the award as the nation's
safest surface mine the previous year.) In addition, two Arch Coal
subsidiaries -- Catenary Coal and Coal-Mac - received national
honors for environmental stewardship and community outreach by the
National Association of State Land Reclamationists. "We regard
safety and environmental stewardship as cornerstones of our future
success, and we take great pride in the accomplishments of our
operating subsidiaries in these crucial areas of performance,"
Leer said.

                         Looking Ahead

"With the economy showing signs of renewed vigor, the prospects
for increased demand for low-cost electricity from coal appear
bright," Leer said. "We believe Arch Coal is well positioned to
capitalize on this improving market environment."

Arch currently expects earnings of between $.05 and $.15 per share
in the fourth quarter of 2003, excluding charges related to the
termination of hedge accounting and future mark-to-market
adjustments.

The pending Triton acquisition should further strengthen Arch's
competitive position, Leer said. "We look forward to integrating
the Triton assets into our existing operations," he added. "We are
confident that this acquisition will enable us to take a dramatic
step forward in our ability to serve our customers and capture new
cost-saving opportunities." The Triton acquisition is in the midst
of the regulatory review process.

Arch Coal (S&P, BB+ Corporate Credit Ratying, Negative) is the
nation's second largest coal producer, with subsidiary operations
in West Virginia, Kentucky, Virginia, Wyoming, Colorado and Utah.
Through these operations, Arch Coal provides the fuel for
approximately 6% of the electricity generated in the United
States.


ATLANTIC COAST: Names Lillian A. Dukes Vice-Pres. of Maintenance
----------------------------------------------------------------
Atlantic Coast Airlines (Nasdaq: ACAI) has appointed Lillian A.
Dukes to the position of Vice President of Maintenance.  She will
be responsible for all elements of hangar and line maintenance for
the company's entire operation.

Ms. Dukes comes to ACA after more than two decades in the airline
industry.  She was most recently employed by Midwest Airlines as
Director of Aircraft Technical Support, a position she held for
the past two years.  Prior to that she was with American Airlines
for a total of 11 years in various engineering management
positions.  Ms. Dukes began her career as an engineer with General
Electric Aerospace.  She earned a masters degree in electrical
engineering at Villanova University.

In making the announcement ACA Senior Vice President of
Maintenance and Operations Bill Brown said, "We are proud to
welcome Lillian to our team.  She is a true professional in every
sense, and has earned a reputation as a skillful leader who can
motivate and influence people in a very positive way." He added,
"As we continue to align our company toward the goal of offering
even greater service to customers, we believe she is a perfect
fit."

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

ACA currently operates as United Express and Delta Connection in
the Eastern and Midwestern United States as well as Canada.  The
company has a fleet of 146 aircraft -- including a total of 118
regional jets -- and offers over 840 daily departures, serving 84
destinations.

Atlantic Coast Airlines (S&P, B- Corporate Credit Rating,
Developing) employs over 4,800 aviation professionals.  The common
stock of parent company Atlantic Coast Airlines Holdings, Inc. is
traded on the Nasdaq National Market under the symbol ACAI.  For
more information about ACA, visit the Web site at
http://www.atlanticcoast.com


BIRMINGHAM STEEL: Delaware Court Closes Chapter 11 Cases
--------------------------------------------------------
The Honorable Judge Lloyd King inked the final decree order
closing Birmingham Steel Corporation and its debtor-affiliates'
chapter 11 cases.

Judge King finds that the estate has been fully administered as
required by Bankruptcy Code Section 350(a) and Bankruptcy Rule
3022, making no further administration necessary.

Along with the closing of these cases, the services of Bankruptcy
Services LLC are terminated as claims and docket agents of the
Court.  BSI is ordered to file its summary report and forward all
proofs of claim and any related documents to the Clerk of the
Bankruptcy Court for the District of Delaware.

Birmingham Steel Corporation manufactures and distributes steel
for construction industry and merchant steel products for
fabricators and distributors across North America. The Company
filed for chapter 11 protection on June 3, 2002. James L. Patton,
Esq., Michael R. Nestor, Esq., Sharon M Zieg, Esq., at Young
Conaway Stargatt & Taylor, LLP and John Whittington, Esq., Patrick
Darby, Esq., Lloyd C. Peeples III, Esq., at Bradley Arant Rose &
White LLP represent the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed $487,485,834 in assets and $681,860,489 in total debts.


BRIDGE INFO.: Court Clears Stipulation Settling Barclay's Claims
----------------------------------------------------------------
Barclays Wall Street Corporation filed Proof of Claim No. 1022
for $3,149,329 to which Bridge Information's Plan Administrator
objected.

After arm's-length negotiations, Barclays and the Plan
Administrator agreed that:

   (a) as settlement amount, Barclays will have an allowed,
       unsecured, prepetition, non-priority claim for $114,135;
       and

   (b) Barclay will withdraw any and all additional claims
       against the Debtors.

The Court approved the parties' stipulation. (Bridge Bankruptcy
News, Issue No. 51; Bankruptcy Creditors' Service, Inc., 609/392-
0900)    


BUCKEYE TECH.: Reports $2.4MM After-Tax Loss for Sept. Quarter
--------------------------------------------------------------
Buckeye Technologies Inc. (NYSE:BKI) incurred a loss of $2.4
million after-tax (seven cents per share) in the quarter ended
September 30, 2003.

The loss was due to a $2.1 million after-tax expense (six cents
per share) for the early extinguishment of debt related to the
refinancing of $150 million of 8.5% senior subordinated notes due
2005 and previously announced restructuring charges of $0.6
million after-tax (two cents per share).

Excluding the expenses related to the early extinguishment of debt
and restructuring noted above, the Company earned a profit of one
cent per share ($0.3 million after-tax) in the quarter ended
September 30, 2003. This compares to a loss of one cent per share
($0.5 million after-tax) in the same period a year ago.

Net sales for the July-September quarter were $155.8 million,
slightly below the $156.4 million in the same quarter of the prior
year.

Buckeye Chairman David B. Ferraro commented, "Sales during the
just completed quarter, which is always our seasonally slowest
quarter, were restrained by our need to maintain adequate
inventories during our major Foley plant maintenance shutdown
which was conducted during the first eight days of October. The
shutdown was completed in an exemplary fashion with all major
projects being accomplished as planned and, importantly, with no
serious injuries or safety incidents. The Foley plant is now back
to operating at its full productive capacity."

Mr. Ferraro further stated, "The major accomplishment of the July-
September quarter was our successful placement of $200 million of
senior notes which have a maturity date of October 2013 and a
coupon of 8.5%. This debt placement, combined with the refinancing
of our bank credit facility, which is currently in progress,
ensures that the Company will have sufficient liquidity and
financial flexibility for the next five years."

Buckeye (S&P, BB- Corporate Credit Rating, Stable Outlook), a
leading manufacturer and marketer of specialty cellulose and
absorbent products, is headquartered in Memphis, Tennessee, USA.
The Company currently operates facilities in the United States,
Germany, Canada, Ireland and Brazil. Its products are sold
worldwide to makers of consumer and industrial goods.


BUDGET GROUP: Court Fixes November 10, 2003 as BRACII Bar Date
--------------------------------------------------------------
At the Budget Group Debtors' request, the Court established
November 10, 2003 at 4:00 p.m. EST as the last day and time to
file requests for the allowance of certain administrative expense
claims against BRAC Rent-A-Car International Inc.

The Court's original order establishing April 30, 2003 as the
deadline for filing proofs of claim specifically excluded
administrative expense claims pursuant to Section 503(6) of the
Bankruptcy Code.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, explains that the circumstances of the
Debtors' cases justify establishing the BRACII Administrative
Expense Bar Date.  The Debtors, the Official Committee of
Unsecured Creditors and the U.K. Administrator have structured an
agreement in principle regarding the proper allocation of the
sale proceeds of the Debtors' assets in North America, Europe,
Middle East and Africa among the non-BRACII Debtors and BRACII.   
The Allocation Agreement is a necessary predicate for the filing
of a reorganization plan by the Debtors.  The Allocation
Agreement is contingent on the amount of administrative expenses
attributable to BRACII, excluding professional fees, not
exceeding $2,900,000.

According to Mr. Brady, the BRACII Administrative Expense Bar
Date will enable the Debtors to obtain complete and accurate
information regarding the nature, validity and scope of all
BRACII Administrative Expense Claims, thus providing the Debtors,
the Committee and the U.K. Administrator with the information to
satisfy a key condition of the Allocation Agreement.

The BRACII Administrative Expense Bar Date will apply to all
claims against BRACII entitled to priority under Sections 503(b)
and 507(a) of the Bankruptcy Code, except for:

   (1) claims for compensation or reimbursement of costs and
       expenses by a professional retained by the Debtors, the
       Committee, or the U.K. Administrator; and

   (2) administrative expense claims against other Debtors.

Pursuant to Rule 3003(c)(3) of the Federal Rules of Bankruptcy
Procedure, any creditor that is required to file a BRACII
Administrative Expense Request for the allowance of a BRACII
Administrative Expense Claim and that fails to do so by the
BRACII Administrative Expense Bar Date will be forever barred,
estopped and enjoined from asserting the claim against BRACII.  
That creditor will not be entitled to receive any distribution of
property from the Debtors.

The Debtors will provide a notice of the BRACII Administrative
Expense Bar Date by mailing notices by United States mail, first
class, postage prepaid to:
   
   (1) the Office of the United States Trustee;

   (2) the Creditors Committee's counsel;

   (3) the U.K. Administrator's counsel;

   (4) all known holders of potential administrative expense
       claims against BRACII and their counsel;

   (5) all persons and entities with whom BRACII has conducted
       business since the Petition Date; and

   (6) all persons and entities who have requested notice
       pursuant to Rule 2002 of the Federal Rules of Bankruptcy
       Procedure.

In light of the size, complexity, geographic diversity and
extensive history of the Debtors' businesses, potential holders
of BRACII Administrative Expense Claims may exist that the
Debtors are unable to identify.  To remedy this, the Debtors will
publish notices of the BRACII Administrative Expense Bar Date in
the national and global editions of The Wall Street Journal and
in the national editions of The New York Times and USA Today.

The BRACII Administrative Expense Bar Date Notice will:

   (1) set forth the BRACII Administrative Expense Bar Date;

   (2) advise creditors under what circumstances they may file a
       BRACII Administrative Expenses Request for the allowance
       of a BRACII Administrative Expense Claim under Sections
       503(b) and 507(a) of the Bankruptcy Code, Rules 3002(a)
       and 3003(c)(2) of the Federal Rules of Bankruptcy
       Procedure or a Court order, as applicable;

   (3) alert creditors to the consequences of failing to timely
       file a BRACII Administrative Expense Request for the
       allowance of a BRACII Administrative Expense Claim, as set
       forth in Bankruptcy Rule 3003(c)(2) or a Court order, as
       applicable;

   (4) set forth the addresses of Trumbull Services, LLC; and

   (5) notify creditors that:

       (a) BRACII Administrative Expense Requests must be filed
           with the original signatures; and

       (b) facsimile or e-mail BRACII Administrative Expense
           Requests are not acceptable and are not valid for any    
           purpose. (Budget Group Bankruptcy News, Issue No. 27;
           Bankruptcy Creditors' Service, Inc., 609/392-0900)    


CABLE SATISFACTION: Will File Amended CCAA Plan of Arrangement
--------------------------------------------------------------
Cable Satisfaction International Inc. (TSX: CSQ.A), will file in
Quebec Superior Court an amended plan of arrangement and
reorganization under the Companies' Creditors Arrangement Act.

The amended plan will be similar in all material respects to the
agreement with Catalyst Fund Limited Partnership I announced by
the Company on October 14, 2003. The amended plan in its final
form and related materials are expected to be mailed to creditors
on or before December 15, 2003, in anticipation of a creditors'
meeting on or before January 16, 2004. There can be no assurance
that the amended plan of arrangement and reorganization will be
completed successfully or on the terms announced.

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 (TSX) under the trading symbol "CSQ.A".


COGENTRIX ENERGY: S&P Begins Watch After Sale Announcement
----------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB' corporate
credit and senior unsecured debt ratings on independent power
producer Cogentrix Energy Inc., remain on CreditWatch with
negative implications following the announcement that The Goldman
Sachs Group Inc., reached an agreement to acquire 100% of the
stock of Cogentrix for $115 million in equity and $2.3 billion in
nonrecourse debt.

Charlotte, N.C.-based Cogentrix has about $502 million of debt
outstanding. Through its direct and indirect subsidiaries,
Cogentrix develops, owns, and operates 26 electric generating
plants.

"The CreditWatch listing is based on uncertainty about the
company's resulting credit profile after the transaction is
completed and its weak credit measures," said Standard & Poor's
credit analyst Tobias Hsieh.

"The resolution of the CreditWatch listing will be determined
after meeting with management and determining the likely financial
profile and operating strategy over the foreseeable future," added
Mr. Hsieh.

Standard & Poor's said that the downturn in the power markets and
credit deterioration of Cogentrix's offtakers have significantly
weakened the company's credit profile over the past year.

Furthermore, adverse developments for a number of its projects
have led to a material reduction in cash flows to Cogentrix. Cash
flow to parent interest coverage fell to below 2.5x in the 12
months ended June 30, 2003 from above 3.0x in previous years.


CONSOL ENERGY: Reports Improved Coal & Gas Production for Sept.
---------------------------------------------------------------
CONSOL Energy Inc. (NYSE: CNX) reports the following production
results for the month of September 2003:

COAL                 September 2003            September 2002
(Millions of Tons)    Continuing  Long-Term     Depleted/
                      Operations    Idle          Sold

Northern Appalachia     4.1          3.3          0.0          0.5
Central Appalachia      1.2          1.1          0.0          0.0
Midwest/West            0.1          0.1          0.0          0.2
Sub-Total               5.3          4.5          0.0          0.7
     Total              5.3                       5.2

*Totals may not add due to rounding.

                              September 2003   September 2002

     GAS (Billion cubic feet)        4.2               4.0

     ELECTRICITY
      Megawatt Hours                   0             2,643


Note:  All production figures include production from equity
affiliates. Gas production represents gross sales volumes.

Coal production from ongoing operations improved period-to-period
because of improvements at mines in Northern Appalachia, primarily
Robinson Run, Bailey, Enlow Fork and Mine 84. Total coal
production improved slightly in the period-to-period comparison
because some mines that produced coal in September 2002 were
subject to depletion or sales later in 2002 or 2003. The aggregate
impact on coal production from these events was approximately 0.7
million tons.

For the quarter, total coal production improved 4.7 percent in the
period-to-period comparison and production from ongoing operations
improved 19.7 percent.  Total production for the quarter of 14.4
million tons fell below the company's earlier forecast of 15
million to 16 million tons of coal production for the third
quarter of 2003.

The earlier production forecast was based on an aggressive work
schedule that limited the number of additional days of work that
could be scheduled to make up for ordinary disruptions in
production.  The company expects the situation to be alleviated in
2004 as additional production capacity, primarily at Loveridge and
McElroy mines, is added to the system.

Gas production improved period-to-period because of additional
producing wells were drilled. Gas production for the quarter
improved 10.0 percent in the period-to-period comparison.

Electricity production declined period-to-period because of lower
demand for peak power.

The company will take an additional charge to expense of
approximately $0.16 per diluted share (pre-tax) for unanticipated
expenditures to correct the ventilation system at the Loveridge
Mine as a result of a fire at the mine that occurred in February
2003. The cost of extinguishing the fire originally was estimated
to be $0.10 per diluted share (pre-tax), net of expected insurance
recovery. Consequently, third quarter 2003 is expected to be a
loss of $0.07 per diluted share compared with a loss of $0.09 per
diluted share in the third quarter of 2002, and compared with the
company's earlier forecast for the quarter just ended of $0.01 to
$0.06 per diluted share.

The company will report earnings on October 28, 2003.

Northern Appalachia includes production from the following mines:
Bailey, Blacksville #2, Enlow Fork, Mahoning Valley, McElroy, Mine
84, Robinson Run, and Shoemaker. Central Appalachia includes
production from the following mines: Amonate, Buchanan, Jones
Fork, Mill Creek, and VP #8. Midwest/West includes production from
the Emery Mine in Utah and CONSOL Energy's portion of the Glennies
Creek Mine in Australia. The Rend Lake Mine was idled in July
2002. Some equipment has been removed, and the mine remains on
idle status. On February 28, 2003, the Cardinal River and Line
Creek mines in Canada, which were included in June 2002
production, were sold.

CONSOL Energy Inc. (S&P, BB+/B Corporate Credit Rating, Stable) is
the largest producer of high-Btu bituminous coal in the United
States, and the largest exporter of U.S. coal. CONSOL Energy has
20 bituminous coal mining complexes in seven states and in
Australia.  In addition, the company is one of the largest U.S.
producers of coalbed methane, with daily gas production of
approximately 135 million cubic feet. The company also produces
electricity from coalbed methane at a joint-venture generating
facility in Virginia. CONSOL Energy has annual revenues of $2.2
billion. It received a U.S. Environmental Protection Agency 2002
Climate Protection Award, and received the U.S. Department of the
Interior's Office of Surface Mining 2002 National Award for
Excellence in Surface Mining for the company's innovative
reclamation practices in southern Illinois. Additional
information about the company can be found at its Web site:
http://www.consolenergy.com


COVANTA ENERGY: Files First Amended Joint Plan of Reorganization
----------------------------------------------------------------
Covanta Energy Corporation and 81 of its debtor affiliates and
the Official Committee of Unsecured Creditors delivered to the
Court their First Amended Joint Plan of Reorganization on
September 28, 2003.

A full-text copy of Covanta's First Amended Reorganization Plan
is available for free at:

http://bankrupt.com/misc/covanta_1st_amended_plan_of_reorg.pdf    

A full-text copy of Covanta's First Amended Disclosure Statement
is available for free at:

http://bankrupt.com/misc/covanta_1st_amended_disclosure_statement.pdf  

Deborah M. Buell, Esq., at Clearly, Gottlieb, Steen & Hamilton,
in New York, relates that Covanta's First Amended Plan of
Reorganization includes these modifications:

A. Confirmation of Heber Reorganization Plan

   The implementation of the Reorganization Plan is predicated
   upon:

      (a) the Court approval of the Geothermal Sale; and

      (b) closing of the Geothermal Sale either pursuant to
          confirmation of the Heber Reorganization Plan or a sale
          under Section 363 of the Bankruptcy Code.

B. Authorization of Reorganization Plan Equity Securities and  
   Warrants and Reorganization Plan Notes

   On the Effective Date, Reorganized Covanta is authorized to
   and will issue the Reorganized Covanta Common Stock, the
   Reorganization Plan Warrants and the Reorganization Plan Notes
   and Reorganized CPIH is authorized to and will issue the
   Reorganized CPIH Preferred Stock and the New CPIH Funded Debt
   as provided under the Reorganization Plan without the need for
   any further corporate action.

C. Formation of the Employee Stock Ownership Plan

   The ESOP will be subject to dilution in accordance with the
   terms of the Reorganization Plan Warrants and the Covanta
   Management Incentive Plan.

D. Cancellation of Existing Securities and Agreements

   The indentures and all other documents or agreements with
   respect to Class 2 Claims will not be cancelled.

E. Board of Directors and Executive Officers

      (a) The identity of each of the nominees to serve on the
          Board of Directors of Reorganized Covanta and CPIH will
          be announced 15 days prior to the Confirmation Hearing;
          and

      (b) The officers of the Reorganizing Debtors and the
          directors of the Reorganizing Debtors other than
          Covanta and CPIH, that are in office immediately before
          the Effective Date will continue to serve immediately
          after the Effective Date in their own capacities.  

F. Funding the Operating Reserve

   On the Effective Date, the Reorganizing Debtors will fund
   Operating Reserve to the extent of the Operating Reserve
   Deficiency Amount, if any, by transferring the Operating
   Reserve Deficiency Amount to the Operating Reserve or the
   Administrative Expense Claims Reserve.

G. Management Incentive Payment

   On the Effective Date, management of the Reorganizing Debtors
   will be entitled to receive an incentive bonus equal to 2% of
   the Post-Closing Cash, if any, in excess of Distributable
   Cash.  On or shortly after the Effective Date, Reorganized
   Covanta will establish the Covanta Management Incentive Plan,
   subject to the terms of the Exit Financing Agreements. (Covanta
   Bankruptcy News, Issue No. 38; Bankruptcy Creditors' Service,
   Inc., 609/392-0900)    


DEDE CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: DeDe Construction Corp.
        733 Yonkers Avenue
        4th Floor
        Yonkers, New York 10704

Bankruptcy Case No.: 03-23762

Chapter 11 Petition Date: October 20, 2003

Court: Southern District of New York (White Plains)

Debtor's Counsel: Marilyn Simon, Esq.
                  Marilyn Simon & Associates
                  280 Madison Avenue
                  5th Floor
                  New York, NY 10016
                  Tel: (212) 751-7600
                  Fax: (212) 686-1544

Total Assets: $1,259,171

Total Debts: $2,141,238

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Monica Grant                                          $150,000

Vince Damato                                          $150,000

Boris Grzic                                           $121,000

Richard Griglik                                        $92,786

George Zecca                                           $65,000

Jake Dragnotiv                                         $50,478

Nancy Deluca                                           $49,000

Santo Lanzafame                                        $48,966

Christopher & Keith Totaro                             $29,666

Alexander Pavur                                        $25,000

Tom Bellini                                            $23,507

Peter O'Farrell                                        $20,700

Alan Ober                                              $18,433

Barbara Lamparter                                      $18,377

Shai Salem                                             $17,600

Jeff Capece                                            $12,162

Peter Viennas                                           $9,500

Sigifredo Gomez                                         $9,500

Rebecca Deutscher                                       $9,114

John MacGuire                                           $9,000


DELPHI CORP: S&P Rates Unit's $100MM Preferreds Offering at BB
--------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'BB' rating to the
proposed $100 million cumulative trust preferred securities
offering of Delphi Trust I. The securities will be guaranteed on a
limited basis by Delphi Corp. At the same time, Standard & Poor's
affirmed its 'BBB-' corporate credit rating on Troy, Mich.-based
Delphi, which has total debt of about $3.6 billion, including
securitized accounts receivable and capitalized operating leases.
The rating outlook is negative.

Proceeds from the sale of the preferred securities will be used to
pre-fund Delphi's pension requirements, which will modestly
improve the company's liquidity and financial flexibility.
Following the completion of the proposed financing, Delphi will
have contributed $700 million to its pension plans during 2003,
with an additional combined $1.6 billion required during 2004 and
2005. The preferred securities, which Standard & Poor's gives
about 40% equity credit, also modestly strengthen the company's
capital structure. Dividends will be paid quarterly but can be
deferred for up to 20 consecutive quarters. Delphi's guarantee
covers payment of the dividends to the extent Delphi has made
related payments on junior subordinated notes issued to the trust.

Delphi is the world's largest independent supplier of automotive
parts, with about $27 billion in annual revenues. These factors
are partially offset by significant customer concentration,
constant price pressures, high labor costs in North America,
sizable underfunded employee benefit obligations, and cyclical and
competitive end-markets.

"Because of heavy pension funding requirements, Delphi's financial
flexibility will be constrained for the next few years,
restricting its ability to diversify its customer base through
strategic acquisitions or to absorb the effects of a possible
cyclical downturn," said Standard & Poor's credit analyst Martin
King. "Additional debt capacity at the current rating is limited.
Further deterioration of the company's pension and OPEB funding
status, weaker market conditions, or a significant debt-financed
acquisition could result in a downgrade."


DESA HOLDING: Wants Plan-Filing Exclusivity Stretched to Dec. 27
----------------------------------------------------------------
DESA Holding Corporation and its debtor-affiliates are asking the
U.S. Bankruptcy Court for the District of Delaware to further
extend their exclusive time to file a chapter 11 plan and to
solicit acceptances of that plan from their creditors.

The Debtors submit that cause exists in these cases for the
extension of the Exclusive Periods.  Particularly, the Debtors'
professionals have been, and continue to be, dedicated to the
resolution of:

     i) the Final Working Capital; and

    ii) the Post-Petition Interest Claim.

"These issues must be resolved before any party in these Chapter
11 Cases can realistically propose a viable plan for
confirmation," Curtis A. Hehn, Esq., at Pachulski, Stang, Zhiel,
Young, Jones & Weintraub, PC adds.

As previously reported, the Court approved the sale of
substantially all assets of the Debtors to HIG DESA Acquisition
LLC, which closing took place on December 24, 2002.

The Debtors are currently engaged in the finalization of certain
postclosing issues relating to the asset purchase agreement with
HIG.

Accordingly, the Debtors have not been afforded with the time
necessary to develop a consensual plan. Mr. Hehn argues that
resolution of the Final Working Capital and the PostPetition
Interest Claim will influence negotiations of any proposed plan to
distribute the Sale proceeds. The Final Working Capital will
directly affect the final amount of the Sale proceeds recovered by
the Debtors' estate. Similarly, resolution of the Post-Petition
Interest Claim will affect the ultimate distribution to be
received by the Lenders in these Chapter 11 Cases.

In light of these circumstances, the Debtors ask the Court to
afford them until December 27, 2003 to file a chapter 11 plan
exclusively and through February 24, 2004 to solicit acceptances
of that plan from their creditors.

DESA, a leading manufacturer, distributor and marketer of vent-
free heating appliances, outdoor heaters, motion sensor lighting,
wireless doorbells, lawn and garden electrical products and
consumer fastening systems in the United States, filed for chapter
11 protection on June 8, 2002 (Bankr. Del. Case No. 02-11672).
Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl Young Jones &
Weintraub PC represents the Debtors in their restructuring
efforts.


DI GIORGIO CORP: S&P Revises Low-B Ratings Outlook to Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Di
Giorgio Corp., to negative from stable. The ratings on the
company, including the 'B+' corporate credit rating, were
affirmed.

The revised outlook is based on the uncertain impact on the
company's operations from the termination of its supply agreement
with the Great Atlantic & Pacific Tea Company, which represented
about 25% of 2002 sales. While Di Giorgio intends to reduce
expenses to help compensate for reduced sales, the loss of
business will have a negative impact on earnings. The company will
have to replace this significant lost sales volume in order to
maintain operating stability. Di Giorgio currently maintains very
solid credit protection measures and liquidity for the existing
rating, which could absorb some anticipated operating pressure
before a downgrade would be necessary.

"The ratings on Di Giorgio Corp. reflect the risks associated with
the company's high customer and geographic concentration in a
highly competitive food wholesaling industry and a heavy debt
burden," explained Standard & Poor's credit analyst Patrick
Jeffrey. "These factors are somewhat offset by the company's
dominant position in the New York metropolitan food wholesaling
market and the strength of its White Rose brand."

Liquidity is provided by a $90 million bank credit facility that
matures in June 2004. Di Giorgio had $84 million of availability
and about $7 million of cash as of June 28, 2003. The company's
$148 million senior unsecured notes mature in 2007.

Di Giorgio's revolver and free cash flow generation are expected
to help fund minimal debt maturities and operational needs. The
company is expected to remain in compliance with bank covenants
despite the planned lost sales volume from A&P. The $148 million
of senior notes due in 2007 most likely will need to be
refinanced.


EL PASO CORP: Will Publish Third-Quarter Results on November 10
---------------------------------------------------------------
El Paso Corporation (NYSE: EP) plans to release its third quarter
2003 earnings results before the market opens on November 10,
2003.  The company has scheduled a live webcast at 10:00 a.m.
Eastern Time that morning to discuss earnings results.  The
webcast may be accessed online through the company's Web site at
http://www.elpaso.comin the Investors section.   

A limited number of telephone lines will also be available to
participants by dialing (303) 262-0075 ten minutes prior to the
start of the webcast.

A replay of the webcast will be available online through the Web
site in the Investors section.  A telephone audio replay will be
also available through November 17, 2003, by dialing (303) 590-
3000 (access code 556326#). If you have any questions regarding
this procedure, please contact Margie Fox at (713) 420-2903.

El Paso Corporation (S&P, B+ L-T Corporate Credit Rating,
Negative) is the leading provider of natural gas services and the
largest pipeline company in North America.  The company has core
businesses in pipelines, production, and midstream services.  Rich
in assets, El Paso is committed to developing and delivering new
energy supplies and to meeting the growing demand for new energy
infrastructure.  For more information, visit http://www.elpaso.com


ELAN CORP: Will Webcast Third Quarter Results on November 12
------------------------------------------------------------
Elan Corporation, plc (NYSE: ELN) will host a conference call on
Wednesday, November 12, 2003 at 8:30 a.m. Eastern Standard Time
(EST), 1:30 p.m. Greenwich Mean Time (GMT) with the investment
community to discuss Elan's third quarter 2003 financial results,
which will be released before the U.S. and European financial
markets open.

Live audio of the conference call will be simultaneously broadcast
over the Internet and will be available to investors, members of
the news media and the general public.

This event can be accessed by visiting Elan's Web site at
http://www.elan.comand clicking on the Investor Relations  
section, then on the event icon. The event will be archived and
available for replay for 24 hours. The replay telephone number is
800-633-8284 or 402-977-9140, reservation number 21163951.

Elan (S&P, CCC+ Corporate Credit Rating, Developing) is focused on
the discovery, development, manufacturing, selling and marketing
of novel therapeutic products in neurology, pain management and
autoimmune diseases. Elan shares trade on the New York, London and
Dublin Stock Exchanges.


ELDERTRUST: Board Approves Payment of $0.16 Per Share Dividend
--------------------------------------------------------------
ElderTrust (NYSE:ETT), an equity healthcare REIT, announced that
its Board of Trustees had authorized the payment on November 14,
2003, to shareholders of record on October 30, 2003, of a
quarterly distribution, covering the third quarter ended
September 30, 2003, of $0.16 per share.

ElderTrust -- whose June 30, 2003 balance sheet shows a working
capital deficit of about $12 million -- is a real estate
investment trust that invests in real estate properties used in
the healthcare services industry, principally along the East Coast
of the United States. The Company currently owns or has interests
in 31 properties.

For more information on ElderTrust visit ElderTrust's Web site at
http://www.eldertrust.com


ENRON CORP: Takes Actions to Challenge Various Employee Claims
--------------------------------------------------------------
Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that of the proofs of claim filed against the Enron
Debtors, 7,000 proofs of claim were filed by current and former
Enron employees.  Upon further review of the 7,000 Claims, the
Debtors object to 544 Claims because the employee claimant either
signed a waiver pursuant to:

    * the Key Employee Retention Plan,
    * the Severance Settlement, or
    * individual negotiations.

Accordingly, the Debtors ask the Court to expunge the 544
Released Claims totaling $59,484,662, among them are:

    Claimant                           Claim No.        Amount
    --------                           ---------        ------
    Beth W. Apollo                      1572801       $660,600
    James A. Armogida                   1490901        803,504
    Edward D. Baughman                  1478900        854,025
    Derryl W. Cleaveland                1240001        937,815
    Kenneth W. Cline                    1846801      1,000,000
    Kenneth Wade Cline                  2297501      1,050,000
    James Coffey, Jr.                   1400900        797,234
    Anthony B. Dayao                    1834300        569,150
    Ranabir Dutt                        1479301      1,664,036
    Kenton L. Erwin                     1958701      1,033,339
    Donald F. Hammond                   1800300        608,633
    Robert J. Hermann                    533100      1,255,000
    Andrew J. Kelemen                   2017701        509,150
    James E. Keller                     1459601        805,525
    John Lamb                           1488601        775,000
    Drew C. Lynch                       2034500      2,785,819
    Daniel C. Reck                       134100      1,299,999
    Gregory L. Sharp                    1762500      1,000,000
    Michael F. Terraso                  1691801      2,205,000
    Jovita Zepeda                       1400401      1,177,886

Ms. Gray points out that the Claims have all been released and
the Debtors are entitled to have Released Claims expunged.  
Moreover, elimination of the redundant and released claims will
enable the Debtors to maintain a claims register that more
accurately reflects the claims that have been asserted against
them.

The Debtors also object certain amounts of the 446 Claims
totaling $17,450,368 that relate to bonuses, expenses, vacation
time, severance pay and holiday pay -- the Compensation and
Expense Claims.  Some of the largest Compensation and Expense
Claims are:

    Claimant                           Claim No.        Amount
    --------                           ---------        ------
    Harpreet S. Arora                    849700       $737,500
    Greg S. Curran                      1785900        754,127
    Wanda C. Curry                       905800        328,000
    James E. Durbin                      391301        496,125
    Douglas S. Friedman                 1389602      1,005,625
    Kimberly A. Godfrey                  787402        566,106
    Marc Hensel                           75702        300,000
    Lee Hodges                          1475900      2,140,000
    Richard B. Jones                     109603        320,000
    Sanjeev K. Khanna                     34502        310,000
    Eric S. Ketke                        218100        840,000

According to Ms. Gray, the Debtors' books and records show that
no amounts are due to the employee claimants for the Compensation
and Expense Claims.  In addition, a number of the Compensation
and Expense Claimholders filed claims for bonuses.  Many of these
claims are for annual incentive bonuses that were discretionary
and the bonus pool funding was based on company performance.  In
each of these cases, the employee was not granted an annual
incentive bonus for 2001, thus they do not hold valid claims
against the Debtors for bonuses.  With regard to other bonus
claims, no company documentation has been found to exist that
support the existence of the claimed bonus plan or award or the
claimant was not actively employed on the scheduled payment date
for future retention bonus.

Ms. Gray further notes that some of the holders of Compensation
and Expense Claims seek claims for minimum bonuses under the
Enron Corporate Annual Incentive Plan pursuant to various
memoranda.  However, under the Incentive Plan, bonuses were to be
paid if there was any after-tax income.  As Enron did not have
any after-tax income for 2001, the Compensation Committee of the
Board of Directors did not award any bonuses.  Therefore, the
Claims should be disallowed.

Other Compensation and Expense Claims that should be disallowed
include those where the expenses and other items claimed were:

    (i) paid after the proof of claim was filed, or

   (ii) not payable under the Debtors' plans and policies.

Moreover, Ms. Gray tells the Court that a number of employees
filed claims for merit increases.  However, the Debtors' files
show that compensation increases were discretionary and the
subject employees were not granted merit increases.

Several other Compensation and Expense Claims are for vacation,
severance and unpaid holiday claims.  These Claims:

    (i) have been paid,

   (ii) are not on the Debtors' books and records, or

  (iii) are not owed under the Debtors' employee plans and
        policies.

Accordingly, the Debtors ask the Court to disallow and expunge
the 446 Compensation and Expense Claims.

Moreover, Ms. Gray reports that 89 Claims are based solely on the
claimants' purported status as owner of shares of Enron stock.  
The ownership of Enron stock constitutes an equity interest in
Enron but does not constitute a "claim" against the Debtors'
estate.  In fact, Enron stockholders are not required to file
proofs of interest in these Chapter 11 cases.

Thus, the Debtors object to the 89 Employee Common Equity Claims
totaling $13,904,434 and ask Judge Gonzalez to disallow and
expunge them.  Among the Employee Common Equity Claims are:

    Claimant                           Claim No.        Amount
    --------                           ---------        ------
    Johnny D. Berns                     1493100       $677,430
    Richard A. Blandford                1790700        900,000
    Lowell Carpenter                    2078900        759,925
    J.E. Hager                          2064600        688,619
    N.D. Huebner                         460800        723,360
    Jack Thomason                        423600      1,593,000
    Mary Ann Watchorn                   1770200      2,246,560

According to Ms. Gray, 66 proofs of claim were filed by people
that are not employees of any of the Debtors.  Most of the
claimants that filed the "Non-Debtor Employee Claims" assert that
they are or were employees of companies related to these non-
debtor companies:

    (i) Dabhol Power Company,

   (ii) Enron Power Operation Ltd., and

  (iii) ProGasCo.

The Debtors reviewed these 66 Non-Debtor Employee Claims totaling
$2,503727 and have determined that either:

    (a) the amount recorded in their Claims are not reflected in
        any of the Debtors' books and records as none of the
        claimants were or are employees of any of the Debtors;

    (b) the Claims fail to state a basis upon which the creditor
        has a claim against the Debtors; or

    (c) the claimants provide no documentation to support a claim
        against the Debtors.

Thus, the Debtors ask the Court to disallow the Non-Debtor
Employee Claims and expunge the objected amounts.  Some of the
Non-Debtor Employee Claims are:

    Claimant                           Claim No.        Amount
    --------                           ---------        ------
    Cecile Diane Colette Barthelemy     1148002        $48,286
    Frederick Haizlip                   1213901         83,654
    John A. Lane                         368802        100,000
    Derek Lee                             84800      1,000,000
    Magdalena Matheson                  1543801         49,797
    Norma L. Nusz Chandler               698500         82,500
    William E. Rome                      677000        550,961
    Scott Salmon                        1518600         42,245
    Robert W. Thurber                    788201         90,000

In addition, the Debtors object to 56 Unsubstantiated Claims
because the claimants failed to:

    (a) include any proof for the basis of their claim, and

    (b) fill in a claim amount.

The Debtors' books and records also reflect that no amount is due
to any of the claimants.

The Debtors contacted the claimants of the Unsubstantiated Claims
for them to provide the necessary documentation.  However, none
of the claimants provided any supporting documentation.  
Accordingly, the Debtors ask the Court to disallow and expunge
the 56 Unsubstantiated Claims totaling $4,224,918.  

Among the Unsubstantiated Claims are:

    Claimant                           Claim No.  Objected Amount
    --------                           ---------  ---------------
    Ruth M. Ash                         1894600       $351,153
    Robert H. Barnes                    1177500        240,000
    Carol A. Craft                       787101        234,800
    John R. Ehlers                      2078700        360,800
    Charles W. Gray II                  1805500        217,923
    Glenn Hollands                      1667300        224,000
    Douglas B. Kuns                      737300        292,360
    Gregory P. Lyvinsov                 1684000        200,000
    Kathlyn L. Pierce                   1212000        200,000
    Donald L. Solomon                    117400        414,656
    Wesley W. Waldron                    886800        215,280

The Debtors also object to these Claims and ask the Court to
expunge them in their entirety:

    Claimant                           Claim No.        Amount
    --------                           ---------        ------
    Milton K. Brown                     2227900             $0
    George A. Fox                        275600              0
    Ida H. Gabel                         461600              0
    Walter Gabel                         461700              0
    Joseph Guinta                       2194300              0
    Gary W. Kaplan                      1995500              0
    Sheryl J. Kaplan                    1995900              0
    Betty Webb                          2204100              0

Ms. Gray explains that the eight Claims should be disallowed
because:

    -- the claimant has not indicated a claim amount in the
       proof of claim, and

    -- the Debtors' books and records reflect that no amount is
       due to the claimant.

Moreover, there are 11 claims that were filed by claimants who
elected to participate in the opt-out settlement estimation
hearing and were awarded allowed administrative expense claims on
October 4, 2002.  Each of the checks issued to these claimants as
payment for their administrative expense claims has been cashed.  
The Debtors should not be required to pay the same obligation
twice.

Accordingly, the Debtors ask Judge Gonzalez to disallow and
expunge these Opt-Out Claims in their entirety:

    Claimant                           Claim No.  Objected Amount
    --------                           ---------  ---------------
    Michael Bellini                       39100        $43,954
    Michael J. Beyer                    1862800        165,091
    Dennis Boylan                        262102         93,750
    Daryl Flaming                       1209001        262,997
    Mary Jo Johnson                     1143901        196,731
    Richard B. Jones                     109602        385,400
    Sandeep Kohli                       2009301        113,961
    Christopher Kravas                  1366300        300,000
    David G. Mally                       242002        133,467
    Maurice Kyle Nunas                   219501         85,673
    Barbara J. Paige                      25302        105,000
(Enron Bankruptcy News, Issue No. 83; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ENRON CORP: Oswego Cogen's Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Oswego Cogen Company, LLC
        1400 Smith Street
        Houston, TX 77002

Bankruptcy Case No.: 03-16566

Type of Business: The Debtor is an affiliate of Enron Corp.

Chapter 11 Petition Date: October 20, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: 212-310-8602
                  Fax: 212-310-8007

Estimated Assets: $10 Million to $50 Million

Estimated Debts: More than $100 Million


EXTREME NETWORKS: Look for First Quarter 2004 Results on Friday
---------------------------------------------------------------
Extreme Networks, Inc. (Nasdaq: EXTR), a leader in Ethernet
networking, plans to release the financial results of its fiscal
first quarter ended Sept. 30, 2003 on Fri., Oct. 24, 2003.

A conference call will follow at 8:30 a.m. Eastern Time (5:30 a.m.
Pacific Time).  A live webcast and replay of the call will be
available at http://www.extremenetworks.com/aboutus/investor

Financial and statistical information to be discussed during the
conference call are posted on the Investor Relations section of
the Company's Web site at http://www.extremenetworks.com

Extreme Networks (S&P, B Corporate Credit & CCC+ Conv. Sub. Note
Ratings, Stable) delivers the most effective applications and
services infrastructure by creating networks that are faster,
simpler and more cost-effective.  Headquartered in Santa Clara,
Calif., Extreme Networks markets its network switching solutions
in more than 50 countries.  For more information, visit
http://www.extremenetworks.com


FAO INC: Denies Negative New York Post Report re Cash Position
--------------------------------------------------------------
FAO, Inc. (Nasdaq: FAOO), a leader in children's specialty
retailing, responded to a negative press report last Friday in the
New York Post about the Company's cash position. The Company
stated that:

-- It is not experiencing a cash crunch and is paying its bills
   and funding operations in the normal course of business;

-- Its suppliers had not been tightening merchandise credit limits
   and, in fact, credit limits have been expanding;

-- Inventory has been flowing from the Company's suppliers as
   planned and was, predictably, at the highest levels of the
   year; and

-- It has not been trying to value its FAO Schwarz flagship store
   lease and has no intention of moving from that location.

The Company reaffirmed its earlier assessment of its liquidity
provided in its quarterly report for the second quarter of the
year, stating that it currently expects to generate sufficient
operating income in the fourth quarter to offset losses typically
experienced in the first three quarters of the year. The Company
reported that it had supplemented availability under its senior
secured loan agreement with letters of credit that were cash
collateralized by certain holders of its Class I Convertible
Preferred Stock, including an increase of $4.0 million as of
October 7, 2003, which was made in order to accelerate inventory
purchases and bolster the Company's liquidity. These letters of
credit increase the Company's availability by $15.0 million
through November 30, 2003 reducing to $10.0 million in additional
availability thereafter until January 9, 2004, unless extended or
utilized. The Company stated that, although amounts fluctuate
daily, as of October 17, 2003, it had $5.2 million of availability
in excess of the minimum requirements under its loan agreement.
The Company stated that in line with its previous disclosure in
its quarterly report, it may need to raise additional capital in
an amount to be determined following the holiday season and noted
that sales trend figures disclosed to vendors in August had
moderated somewhat.

The Company stated that this interim announcement was made in
response to misleading reports which threatened to impact
operations, that it was necessarily incomplete in nature and that
the Company did not expect to update information again in advance
of its normal reporting schedule. The Company directed interested
parties to its SEC filings for additional information.

FAO, Inc. owns a family of high quality, developmental,
educational and care brands for infants, toddlers and children and
is a leader in children's specialty retailing. FAO, Inc. owns and
operates the renowned children's toy retailer FAO Schwarz(R); The
Right Start(R), the leading specialty retailer of developmental,
educational and care products for infants and toddlers; and Zany
Brainy(R), the leading retailer of development toys and
educational products for kids.

For additional information on FAO, Inc. or its family of brands,
visit the Company on line at http://www.irconnect.com/faoo/  

                         *    *    *

On January 13, 2003, the toy retailer filed for protection under
Chapter 11 of the United States Bankruptcy Code. The Company's
First Amended Joint Plan of Reorganization was confirmed by the
Bankruptcy Court on April 4, 2003, and became effective when the
Company emerged from bankruptcy on April 23, 2003. The Company
significantly restructured its operations during the period the
Company operated under bankruptcy protection and extending into
the thirteen weeks ended August 2, 2003. As part of this
restructuring the Company closed 111 stores, liquidated
discontinued inventories, closed a distribution center, reduced
administrative staff, relocated administrative offices in New York
and Los Angeles and compromised bankruptcy claims which the
Company is currently in the process of resolving with claimants.
The bankruptcy process required that the Company pay significant
costs and expenses including professional fees. Because of this
activity the results of operations for the Company's second
quarter and first half ended August 2, 2003 are not comparable to
results for the prior year periods nor, because of this activity
and the seasonal nature of the Company's businesses, indicative of
future results.


FLEETWOOD ENTERPRISES: Completes $25MM Offering of 2.7M Shares
--------------------------------------------------------------
Fleetwood Enterprises, Inc. (NYSE: FLE), the nation's largest
manufacturer of recreational vehicles and a leading producer and
retailer of manufactured housing, has completed a $25 million
equity offering for 2,673,797 shares of Fleetwood common stock at
$9.35 per share.  

The shares were issued Monday to institutional investors through
Fleetwood's existing $40 million shelf registration on file with
the Securities and Exchange Commission.  The proceeds will be used
for general corporate purposes. Fleetwood had approximately 35.9
million shares outstanding as of September 2, 2003.

As reported in Troubled Company Reporter's March 28, 2003 edition,
Fleetwood Enterprises' lenders in its syndicated revolving line of
credit agreed to restate the financial covenant relating to
earnings before interest, taxes, depreciation and amortization
(EBITDA).

The Company had previously indicated that it did not expect to
meet that covenant following its fourth fiscal quarter ending
April 27, 2003. Fleetwood now anticipates that it will meet the
revised covenant through the remaining term of the credit
facility, which is scheduled to expire in July 2004. Fleetwood
also amended its inventory financing agreement with Textron
Financial, which incorporated the same covenant.


FLEMING COS.: Wants Clearance to Reduce Fixed Component Reserve
---------------------------------------------------------------
To recall, on August 15, 2003, the Court allowed the Fleming
Companies Debtors to sell all their assets relating to their
wholesale distribution business to C&S Wholesale Grocers Inc.  A
portion of the Court Order provides that:

     "Upon the Initial Closing Date, Acquired Assets [will] be
     sold free and clear of any Offset Right, if any. * * *
     Based on the rights of the holders of such Offset Rights,
     if any, (i) in and to the Fixed Component of the Purchase
     Price and (ii) against the Debtors' accounts receivable,
     the Offset Rights shall be deemed adequately protected,
     to the extent necessary.  No portion of the Fixed Component
     of the Purchase Price [will] be distributed absent further
     order of this Court."

The Fixed Component of the Purchase Price, as provided in the
Asset Purchase Agreement with C&S Acquisition LLC and C&S
Wholesale Grocers, Inc., is $75,000,000.  The Debtors' lenders
required the Debtors to reserve $75,000,000 against their use of
cash collateral pending further Court order to satisfy the
Debtors' obligations if the Offset Rights are determined to exist
and are recoverable from the sale proceeds.

However, Christopher J. Lhulier, Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub P.C., in Wilmington, Delaware,
reports that the amount of the Fixed Component Reserve exceeds
the Maximum Dollar Value of the Offset Rights by $40,000,000
causing Fixed Component Reserve to be over-funded.  Mr. Lhulier
relates that the maximum amount of any Offset Rights is slightly
less than $35,000,000.  Reducing the Fixed Component Reserve by
$40,000,000 will provide benefit the Debtors' estates by
increasing the Debtors' borrowing base and use of the cash
collateral under their DIP facility without reducing any
protection afforded to the creditors.

Mr. Lhulier maintains that there is no adequate-protection-based
need to include the additional $40,000,000 in the Fixed Component
Reserve.  A continued requirement to hold such funds in the Fixed
Component Reserve will provide no additional benefit to the
creditors.

Accordingly, the Debtors ask the Court to reduce the Fixed
Component Reserve by $40,000,000. (Fleming Bankruptcy News, Issue
No. 14; Bankruptcy Creditors' Service, Inc., 609/392-0900)


FORKLIFT LP: Court Sets Plan Confirmation Hearing for Today
-----------------------------------------------------------  
On September 5, 2003, the U.S. Bankruptcy Court for the District
of Delaware found the Second Amended Disclosure Statement prepared
by Forklift LP Corporation and its debtor-affiliates was adequate
within the meaning of Sec. 1125 of the Bankruptcy Code.  The Court
ruled that the Disclosure Statement contained the right kind of
information to enable creditors to make informed decisions whether
to accept or reject the Debtors' Proposed Liquidating Plan.

Creditors have voted on the plan and more than 2/3 of the dollar
amount of claims and 50% of the number of creditors in each class
have voted to accept the plan.  The Honorable Jerry W. Venters
will convene a hearing today at 9:30 a.m. (Eastern Time) to
consider the confirmation of the Debtors' Liquidating Plan.

Forklift LP Corporation filed for Chapter 11 protection on
April 17, 2000, (Bankr. Del. Case No. 00-1730). Teresa K.D.
Currier, Esq., Mary F. Caloway, Esq., and Eric Lopez Schnabel,
Esq., at Klett Rooney Lieber & Schorling represent the Debtors in
their Liquidating efforts.  


FRONTLINE CAPITAL: Keeps Plan-Filing Exclusivity Until Nov. 28
--------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Southern District of
New York, Frontline Capital Group obtained an extension of its
exclusive periods.  The Court gives the Debtor, until November 28,
2003, the exclusive right to file its plan of reorganization, and
until January 30, 2004, to solicit acceptances of that Plan.

FrontLine Capital Group, a holding company that manages its
interests in a group of companies that provide a range of office
related services, filed for chapter 11 protection on June 12, 2002
(Bankr. S.D.N.Y. Case No. 02-12909).  Mickee M. Hennessy, Esq., at
Westerman Ball Ederer & Miller, LLP represents the Debtor in its
restructuring efforts. As of March 31, 2002, the Company listed
$264,374,000 in assets and $781,374,000 in debts.


GLOBAL CROSSING: Obtains Stay Relief to Advance Defense Costs
-------------------------------------------------------------
Beginning in February 2002, over 70 actions were commenced in
various federal and state courts alleging violations of federal
and state securities laws, common law and asserting other claims,
against certain current and former directors and officers of
Global Crossing Ltd.  Most of the pending Securities Actions have
been centralized in the United States District Court for the
Southern District of New York under the caption, In re: Global
Crossing Ltd. Securities Litigation.

The Securities and Exchange Commission and other governmental
entities have commenced investigations into, inter alia, Global
Crossing's accounting treatment of certain reciprocal
transactions involving the purchase and sale of capacity on its
fiber optic network.  Certain of the Debtors' present and former
directors and officers -- the Individual Defendants -- have been
named as defendants in an action arising out of certain public
securities offerings by the Debtors, consolidating over 300
similar actions against other issuers of securities and their
underwriters.  These are all currently pending before the U.S.
District Court for the Southern District of New York under the
caption, In re: Public Securities Offering Litigation.  

Gulf Insurance Company issued a directors' and officers'
liability policy no. GA0490941 providing certain coverage to,
among others, Global Crossing and its directors and officers.  
The Liability Policy provides $10,000,000 of coverage in excess
to the $10,000,000 primary policy no. 8159-75-02 issued by
Federal Insurance Company and the $10,000,000 excess policy no.
859-82-83 issued by National Union Fire Insurance Company of
Pittsburgh, Pennsylvania.

By Order dated June 20, 2002, the Court authorized the payment of
defense costs under the Primary Policy in connection with, inter
alia, Income Securities Actions and the SEC Investigations.  The
Primary Policy has been exhausted by the payment of defense costs
in connection with the Income Securities Actions and the SEC
Investigations.  In March 28, 2003, the Court authorized the
payment of defense costs under the National Union Policy in
connection with the Income Securities Actions and the SEC
Investigations.  The National Union Policy will soon be exhausted
by the payment of defense costs in connection with the Income
Securities Actions and SEC Investigations.  

The Debtors and Individual Defendants have asked Gulf Insurance
to pay defense costs incurred in connection with the Income
Securities Actions and the SEC Investigations pursuant to the
terms and conditions of the Liability Policy.  

Through a Court-approved Stipulation, the Debtors and Gulf
Insurance agree that the automatic stay is modified to permit the
payment of reasonable defense costs pursuant to the terms and
conditions of the Policy in connection with the defense of the
Individual Defendants and the Debtors in the Securities Actions
and the Investigations, up to and including the full limits of
liability of the Policy. (Global Crossing Bankruptcy News, Issue
No. 48; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GOLF TRUST: Secures Updated Innisbrook Resort Cash Flow Forecast
----------------------------------------------------------------
Golf Trust of America, Inc. (AMEX: GTA) has received an updated
forecast of the net cash flow expected to be generated by the
Innisbrook Resort in the fourth quarter 2003 and for the year
2004.

The updated forecast is materially less favorable than earlier
forecasts for the same periods, which were among the factors
considered in the computation of Golf Trust's projected range of
liquidating distributions to common stock holders. The decline in
the forecast results primarily from fewer than anticipated group
bookings in the fourth quarter and the assumption that this trend
may continue into 2004.

The Innisbrook Resort serves as collateral under a mortgage loan
funded by Golf Trust, as the lender, in 1997. The borrower has
been in payment default on the loan since October 2001 and Golf
Trust has been negotiating to take possession of the Resort in
lieu of foreclosure. As a lender, Golf Trust currently has no
legal right to manage the Innisbrook Resort. The revised
projections were prepared by the Westin Hotel Company, which
operates the hotel and conference facilities at the Resort under a
management contract with the resort's owner, Golf Host Resorts,
Inc. Westin Hotel Company is owned by Starwood Hotels & Resorts
Worldwide, Inc.

Golf Trust has requested a complete 2004 Innisbrook Resort budget
from Westin, which is expected to be delivered in the near term.
At the present time, Golf Trust cannot predict whether the decline
in expected cash flow results from short- or long-term issues,
application of more conservative budget methodologies and
policies, or underlying economic trends. Although Golf Trust has
not yet acquired ownership of the Innisbrook Resort, as previously
disclosed, Golf Trust has based its calculation of the mortgage's
liquidation value on an estimate of the future going-concern value
of the Resort's operations on the assumption that Golf Trust will
take possession of the Resort (subject to an amended management
contract with Westin) and hold the property until operating
revenues realize a modest recovery.

Once Golf Trust's receives and reviews the necessary information
supporting the 2004 budget and forecast, Golf Trust's board of
directors will again review the strategic alternatives available
to the company. It is possible that the board of directors may
conclude that the revised forecast suggests a permanent impairment
to the value of the Innisbrook Resort asset. Such a conclusion
could lead Golf Trust to write-down the value of the Innisbrook
Resort mortgage on its balance sheet and/or result in a reduction
to Golf Trust's projected range of liquidating distributions to
common stockholders. Golf Trust cannot currently predict which, if
any, of these or other results might occur as a result of the new
forecast.

Golf Trust of America, Inc. was formerly a real estate investment
trust but is now engaged in the liquidation of its interests in
golf courses in the United States pursuant to a plan of
liquidation approved by its stockholders. The Company currently
owns an interest in five properties (9.0 eighteen-hole equivalent
golf courses). Additional information, including an archive of all
corporate press releases, is available on the Company's Web site
at http://www.golftrust.com  

                         *    *    *

               Liquidity and Capital Resources

In its most recent Form 10-Q, Golf Trust of America reported:

"As previously discussed, our ability to meet our obligations in
the near term is contingent upon our ability to pay our
outstanding debt under our credit agreement by its maturity on
June 30, 2003 or to refinance any outstanding balance at maturity.
We have initiated discussions with our lenders in furtherance of
seeking to obtain an extension of the maturity date under our
credit agreement. We can provide no assurances that we will obtain
an extension.

"Our Series A preferred stock dividends accrue at a rate of
$462,500 per quarter and as of the date of this report we have
accrued and unpaid seven quarters of Series A preferred stock
dividends (including the dividend otherwise payable in respect of
the quarter ended March 31, 2003). Under our Series A charter
document, if and when we have at least six quarters of accrued and
unpaid Series A preferred stock dividends, the holder of the
Series A preferred stock, AEW Targeted Securities Fund, L.P. (or
its transferee), will have the right to elect two additional
directors to our board of directors whose terms as directors will
continue until we fully pay all accrued but unpaid Series A
preferred stock dividends.

"Moreover, under our voting agreement with AEW, if we have not
fully redeemed the Series A preferred stock by May 22, 2003 (which
is the second anniversary of our shareholders' adoption of the
plan of liquidation), AEW Targeted Securities Fund (or its
transferee) will have the right to require us to redeem the Series
A preferred stock in full within 60 days, and if we default on
that obligation, the stated dividend rate of the Series A
preferred stock will increase from 9.25% to 12.50% per annum
(equivalent to a quarterly dividend of $625,000) until the Series
A preferred stock is redeemed. Although we would be permitted to
continue to accrue such dividends without paying them on a current
basis, they must be paid in full prior to any distribution to our
common stockholders, which would reduce our cash available for
liquidating distributions to common stockholders.

                           *   *   *

"Our expectations about the amount of liquidating distributions we
will make and when we will make them are based on many estimates
and assumptions, one or more of which might prove to be less
favorable than assumed, and substantially so. As a result, the
actual amount of liquidating distributions we pay to our common
stockholders might be below our Updated 2003 Range. In addition,
the liquidating distributions might be paid later than we predict.
Although we have attempted to account for these risks in our
projected range of liquidating distributions, we might have
underestimated their effects, and perhaps substantially so, and
the projections which we prepared in March 2003 with input from
our financial advisors might exceed actual results.

"We are seeking our lenders' consent to further extend the term of
our credit agreement before it matures on June 30, 2003. If the
extension becomes necessary and we are unable to obtain any
further extension to the maturity date from our lender, our
liquidating distributions might be substantially reduced or
delayed.

"As of May 7, 2003, we owed approximately $25.1 million (after
deducting the balance of $1.5 million in our restricted-cash
escrow account which is reserved for future payment of interest if
necessary) under our credit agreement, which matures on June 30,
2003. We are seeking to obtain our lenders' consent to further
extend the term of our credit agreement before it matures. If our
lenders do not consent to our request for a further extension, we
might be compelled to sell, or seek to sell, assets at
substantially reduced prices in order to seek to repay our debt by
the maturity date. If we fail to pay the debt by the maturity
date, our lenders could initiate foreclosure proceedings against
us, among other remedies available to them. In that event, we may
be forced to file a bankruptcy petition in order to complete our
liquidation. Even if we succeed in obtaining our lenders' consent
to any further maturity date extension, if needed, the amendment
of our credit agreement might be on terms less favorable to us
than the terms of our current credit agreement."


GREAT AMERICAN FIN'L: Proposes $100MM Debt Securities Offering
--------------------------------------------------------------
Great American Financial Resources, Inc., (NYSE: GFR) (S&P, BB+
Preferred Stock Rating) plans to make a public offering of $100
million principal amount of its debt securities.  The offering
will be made under the Company's effective shelf registration
statement filed with the Securities and Exchange Commission
covering the issuance from time to time of up to $250 million of
various securities of the Company.

The net proceeds from this offering will be used primarily to
repay indebtedness outstanding under the Company's revolving bank
credit agreement. Merrill Lynch & Co. is the bookrunning lead
manager of the offering.

A shelf registration statement relating to the securities that the
Company intends to sell has previously been filed with, and
declared effective by, the Securities and Exchange Commission. Any
offer, if at all, will be made only by means of a prospectus,
including a prospectus supplement, forming a part of the effective
registration statement.  Copies of a prospectus with respect to
this offering may be obtained from Merrill Lynch & Co., 4 World
Financial Center, New York, NY 10080.

GAFRI's subsidiaries include Great American Life Insurance
Company, Annuity Investors Life Insurance Company, United Teacher
Associates Insurance Company, Loyal American Life Insurance
Company and Great American Life Assurance Company of Puerto Rico.  
Through these companies, GAFRI markets traditional fixed, equity-
indexed and variable annuities and a variety of life, long-term
care and supplemental health insurance.
    

HARRAH'S ENTERTAINMENT: Don Marradino to Head North Nevada Ops.
---------------------------------------------------------------
Harrah's Entertainment, Inc. (NYSE: HET) announced that Don
Marrandino has been named to head its operations for Northern
Nevada.

Effective immediately, Marrandino will serve as General Manager of
Harrah's Lake Tahoe and Harveys.  Upon regulatory approval,
Marrandino will be named Senior Vice President of Harrah's
Northern Nevada, with oversight of Harrah's properties in Reno and
Lake Tahoe; Michael Silberling, General Manager of Harrah's Reno,
will report to him.

Marrandino will report to Anthony Sanfilippo, Harrah's Western
Division President.

"Don is an exceptionally talented casino operator, and we are
fortunate to have him join our team," said Tim Wilmott, Harrah's
Chief Operating Officer.

"Throughout his many years as a gaming executive, Don has
consistently infused excitement and energy into the casino
properties he's led.  His experience and skill will help our Reno
and Lake Tahoe properties remain the clear leaders of the Northern
Nevada market."

Marrandino most recently served as Executive Vice President and
General Manager of Wynn Las Vegas.  Previously he served as
President and Chief Operating Officer of the Hard Rock Hotel &
Casino; President of East Side Operations for Station Casinos,
Inc.; and Senior Vice President and General Manager of the Rio
All-Suite Hotel & Casino prior to its acquisition by Harrah's.

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


HASBRO INC: Third-Quarter 2003 Results Reflect Strong Growth
------------------------------------------------------------
Hasbro, Inc. (NYSE: HAS) reported strong third quarter results.

Worldwide net revenues were $971.1 million, up 18% from $820.5
million a year ago. Earnings for the quarter, before cumulative
effect of accounting change, were $85.8 million, compared to net
earnings of $55.8 million last year. Third quarter earnings,
before cumulative effect of accounting change, were $0.48 per
diluted share, an increase of 50%, compared to net earnings of
$0.32 per diluted share in 2002. Including the effect of
accounting change the Company recorded net earnings of $68.5
million or $0.38 per diluted share. The Company reported third
quarter Earnings Before Interest, Taxes, Depreciation and
Amortization (EBITDA) of $170.3 million for the quarter, compared
to $142.7 million in 2002. The attached schedules provide a
reconciliation of EBITDA to net earnings for the third quarter and
year to date.

"I am very pleased that our strategy of focusing on Hasbro's core
brands and product innovation continues to deliver strong
results," said Alfred J. Verrecchia, President and Chief Executive
Officer. "Our third quarter performance and progress year to date
reflects growth in many of our core brands, such as TRANSFORMERS,
PLAYSKOOL and TRIVIAL PURSUIT, as well as innovative products such
as BEYBLADE, FURREAL FRIENDS and VIDEONOW, leading to substantial
gains in shelf space."

For the nine months, worldwide net revenues were $2.0 billion,
compared to $1.8 billion a year ago. Earnings before the
cumulative effect of accounting change for the nine months, were
$98.4 million or $0.55 per diluted share, compared to earnings of
$12.9 million or $0.07 per diluted share a year ago before the
effect of the accounting change related to the adoption of FASB
Statement No. 142 "Goodwill and Other Intangibles". Including the
impact of accounting changes in both years, the Company recorded
net earnings of $81.1 million, compared to a net loss of $232.8
million for the year-ago nine-month period. For the nine months
EBITDA was $284.5 million, compared to $207.0 million last year.

Effective as of the beginning of the third quarter 2003, Hasbro
adopted FASB Statement No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity."
As a result of adopting this statement, Hasbro recorded a one-time
non-cash charge from the cumulative effect of this accounting
change totaling $17.4 million, or $0.10 per diluted share, in the
consolidated statement of operations for the quarter related to
certain instruments that were previously classified as equity that
are now required to be recorded as a liability at fair value.

Revenues in the U.S. Toys segment increased in the quarter to
$377.3 million, up 23% compared to $307.2 million a year ago. The
segment reported improved operating profit of $45.8 million
compared to $25.5 million last year. The segment experienced
strength in many brands, including BEYBLADE, TRANSFORMERS,
PLAYSKOOL and VIDEONOW, as well as continuing strong sales of
FURREAL FRIENDS, including GO GO MY WALKIN' PUP.

Revenues in the Games segment were $250.2 million for the quarter,
up 11% compared to $225.9 million a year ago. The segment
experienced strength in many brands and products, including
MONOPOLY, TRIVIAL PURSUIT 20TH ANNIVERSARY EDITION, BULLS-EYE BALL
and MAGIC: THE GATHERING trading card games. The Games segment
reported improved operating profit of $58.3 million compared to
$48.4 million last year.

International segment revenues were $328.1 million for the
quarter, up 22% compared to $268.5 million a year ago. This
increase includes the positive impact of foreign exchange of
approximately $26 million. Absent this impact, revenues increased
13% to $302.3 million. The segment experienced strength in
BEYBLADE, MAGIC: THE GATHERING trading card games, TRANSFORMERS
and PLAYSKOOL. The International segment reported significant
improvement in operating profit, increasing to $38.5 million
compared to $9.9 million a year ago.

"We are pleased that all major segments are performing well, with
International delivering the anticipated improvement associated
with revenue growth and cost reductions," said David Hargreaves,
Chief Financial Officer. "However, with much of our business yet
to ship, absent the impact of exchange rates, we have not
significantly changed our expectations for our full year 2003
performance."

"Our cash and balance sheet position continue to improve, with
days sales outstanding down six days and inventories also down,
excluding the impact of foreign exchange - - this, along with many
other indicators of strength in our business are now being
recognized by the credit markets," Hargreaves concluded.

Hasbro (Fitch, BB+ Secured Bank Facility and BB Senior Unsecured
Debt Ratings, Stable) is a worldwide leader in children's and
family leisure time entertainment products and services, including
the design, manufacture and marketing of games and toys ranging
from traditional to high-tech. Both internationally and in the
U.S., its PLAYSKOOL, TONKA, MILTON BRADLEY, PARKER BROTHERS,
TIGER, and WIZARDS OF THE COAST brands and products provide the
highest quality and most recognizable play experiences in the
world.


HAUSER INC: Auctioning-Off Policosanol Assets Today
---------------------------------------------------
Hauser, Inc., and its debtor-affiliates are seeking to sell
substantially all of its assets related to the development,
manufacture, and commercialization of products containing
Policosanol to Wyeth Consumer Healthcare. The Asset Purchase
Agreement entered into by both parties provides for a $500,000
payment at closing, contingent payments of up to an additional
$150,000 and payments based on a percentage of future sales. This
sale however, is subject to higher and better bids.

Accordingly, an auction for the Policosanol Assets will convene
today, at 2:00 p.m., and will be conducted by the Honorable Sheri
Bluebond at Courtroom 1475 located at 255 East Temple Street, Los
Angeles, California.

Hauser, headquartered in El Segundo, California and Longmont,
Colorado, is a leading supplier of herbal extracts and
nutritional supplements. Hauser also provides chemical
engineering services and contract research and development.
Hauser's products and services are principally marketed to the
pharmaceutical, dietary supplement and food ingredient
businesses. The Debtors filed for Chapter 11 relief on
April 1, 2003, (Bankr. C.D. Calif. Case No. 03-18788-BB). Jeffrey
A. Rester, Esq., Theodore B. Stolman, Esq., and Christine M.
Pajak, Esq., at Stutman, Treister & Glatt serve as the Debtors'
Reorganization Counsels.


HAYES LEMMERZ: Senior Lenders Agree to Cut Interest Rate by 1%
--------------------------------------------------------------
Hayes Lemmerz International, Inc.'s (OTC Bulletin Board: HAYZ)
lenders have reduced the interest rate by 100 basis points on the
Company's $450 million six-year amortizing term loan, due in 2009.
The reduced interest rate will save the Company approximately $4.5
million annually.

"This interest rate reduction reflects our lenders' recognition
that Hayes Lemmerz' business prospects are good, and our credit is
sound," said James Yost, Vice President of Finance and Chief
Financial Officer of Hayes Lemmerz International. "The reduced
interest cost contributes to our ever-increasing competitiveness,
and helps us toward our goal of being one of the best suppliers to
the global automotive industry."

For the second quarter ended July 31, 2003, Hayes Lemmerz' average
interest rate on the term loan was 5.9%. Hayes Lemmerz obtained
the $450 million term loan, as well as a $100 million line of
credit, as exit financing when it emerged from Chapter 11
reorganization on June 3, 2003.

Hayes Lemmerz International, Inc. is a leading global supplier of
automotive and commercial highway wheels, brakes, powertrain,
suspension, structural and other lightweight components. The
Company has 43 plants, 3 joint venture facilities and over 11,000
employees worldwide.


HEXCEL CORP: Sept. 30 Net Capital Deficit Widens to $95 Million
---------------------------------------------------------------
Hexcel Corporation (NYSE/PCX: HXL) reported net sales for the
third quarter, 2003 of $212.8 million as compared to $201.0
million for the 2002 third quarter. Had the same U.S. dollar,
British pound and Euro exchange rates applied in the third quarter
of 2003 as in the third quarter of 2002, revenues for the third
quarter of 2003 would have been $6.7 million lower at $206.1
million.

Gross margin for the third quarter of 2003 was $39.6 million
compared with $37.3 million for the same period last year. In both
periods, gross margin as a percentage of sales was 18.6%.
Operating income for the third quarter of 2003 was $11.1 million
as compared to $15.1 million for the same quarter last year. SG&A
expenses of $22.9 million for the quarter were $0.9 million lower
than the $23.8 million reported in each of the last three
quarters, but $4.4 million higher ($3.6 million on a constant
currency basis) than the abnormally low third quarter, 2002.
Included in SG&A were $0.5 million in incremental expenses related
to a work stoppage at our Kent, Washington facility during the
quarter. R&T spending was $0.8 million higher in support of new
products and new commercial aircraft qualification activities.

Business consolidation and restructuring expenses for the quarter
were $1.0 million compared to a net reversal of $0.1 million in
the third quarter of 2002. Depreciation expense for the quarter at
$12.3 million was $0.7 million higher than the third quarter of
2002 expense of $11.6 million, due to the changes in exchange
rates and increased depreciation associated with certain of the
Company's restructuring actions.

During the 2003 third quarter, the Company recognized a $0.4
million gain on a real estate sale. In the third quarter 2002,
reported results included a $0.5 million gain on early retirement
of debt. These items are reported as other income (see Table D).
Excluding these nonrecurring items and business consolidation and
restructuring expenses, the Company's pretax loss for the third
quarter of 2003 was $1.4 million, compared to a pretax loss of
$0.5 million in the comparable 2002 quarter. The provision for
income taxes was $0.7 million in the quarter compared to $3.2
million in the third quarter of 2002.

Net loss for the quarter was $3.0 million compared to a net loss
of $3.6 million for the same quarter of 2002. After reflecting
deemed preferred dividends and accretion associated with our
issuance in March 2003 of mandatorily redeemable convertible
preferred stock, net loss attributable to common shareholders for
the third quarter of 2003 was $6.1 million, or $0.16 per diluted
common share, compared to a net loss of $3.6 million, or $0.09 per
diluted common share, for the third quarter of 2002.

At September 30, 2003, the company's balance sheet shows a total
shareholders' equity deficit of about $95 million.

               Chief Executive Officer Comments

Commenting on Hexcel's third quarter results, Mr. David E. Berges,
Chairman, President and Chief Executive Officer, said, "In the
quarter, we continued our success in generating cash and reducing
debt. Total debt, net of cash, is down $38.5 million for the
quarter to $458.4 million. We generated cash during the quarter
through $25.7 million of asset sales and by delivering $16.8
million from operations. With this cash generated, we were able to
retire $37.3 million of our term debt."

Mr. Berges continued, "After adjusting for changes in foreign
exchange rates, our revenues this quarter were approximately $5
million higher than last year which contributed to a $2.3 million
increase in gross margin. While SG&A expenses and R&T spending are
higher than the lows of the third quarter last year, they are in
good control after considering the impact of the strengthening
Euro, some increased spending in support of growth opportunities,
and non-recurring costs associated with the work stoppage at our
Kent facility. The Kent operation is now back in full operation
with a new three year contract that provides significant
productivity improvements. Our headcount as of September 30, 2003
is down to 4,095 employees, 2% lower than June 30, 2003 and 7.9%
lower than a year ago helping to offset the cost pressures we have
seen all year in such areas as energy, insurance and pension
expense."

Mr. Berges concluded, "We have now seen a number of quarters of
relative stability in our commercial aerospace business and are
pleased at the public indications from both Boeing and Airbus that
suggest build rates in 2004 will be at a comparable level to this
year. Hexcel's focus is now on building our positions on the next
generation of commercial and military aircraft while seeking to
exploit the growing applications for our products. While the
fourth quarter can often reflect a period of customer inventory
balancing, we are encouraged by the numerous external indications
of an economic recovery, even in the electronics market."

                         Revenue Trends

The third quarter showed the usual seasonal reduction in revenues
compared to the second quarter due to the European summer vacation
period, which makes sequential trend comparisons less informative.
Consolidated revenues for the quarter were 5.9% higher than the
third quarter of 2002. Commercial aerospace and Industrial
revenues were approximately the same as last year at equivalent
foreign exchange rates. Space and Defense revenues increased $8.7
million year-on-year, reflecting higher aircraft production as
well as non-recurring revenues associated with aircraft in
development. Revenues from the Electronics market remained
depressed.

               Debt and Convertible Preferred Stock

Total debt, net of cash, decreased in the quarter by $38.5 million
to $458.4 million as of September 30, 2003 (see Table E for
details of the components of net debt). The cash inflow in the
quarter resulted from exercising our previously disclosed option
to sell the remaining interest in our Japanese electronics joint
venture for $23.0 million, selling real estate for $2.7 million,
and delivering $16.8 million from operations. Inventories at the
end of the quarter were $5.0 million lower than June 30, 2003 and
$5.9 million lower ($14.3 million lower at constant exchange
rates) than September 30, 2002. Accounts receivable measured as
days sales outstanding as of September 30, 2003 were comparable to
the same quarter last year. The cash generated was used to
repurchase $10.0 million principal amount of the Company's 9-3/4%
Senior Subordinated Notes, due 2009, through open market
transactions and $1.7 million principal amount of the Company's 7%
Convertible Subordinated Notes, due 2011, meeting an annual
sinking fund requirement. In addition, the Company retired a $25.6
million capital lease obligation. No material net gain or loss was
recognized from these transactions. The retirement of the capital
lease obligation reduces Hexcel's scheduled principal amortization
of debt to about $2 million annually until 2008.

Interest expense during the quarter was $13.5 million compared to
$15.5 million in the third quarter of 2002, reflecting lower debt
balances resulting from refinancing the Company's capital
structure, asset sales, cash flow from operations and lower
interest rates.

Deemed preferred dividends and accretion relating to the
mandatorily redeemable convertible preferred stock were $3.1
million in the third quarter of 2003. A description of the
accounting for these securities can be found in the Company's Form
8-K filed on April 7, 2003.

Hexcel Corporation is the leading advanced structural materials
company. It develops, manufactures and markets lightweight, high-
performance reinforcement products, composite materials and
composite structures for use in commercial aerospace, space and
defense, electronics, and industrial applications.


INFOUSA: Appoints Ray Butkus President, Large Business Group
------------------------------------------------------------
infoUSA, (Nasdaq:IUSA) the leading provider of proprietary
business and consumer databases and sales and marketing solutions,
has appointed Ray Butkus as President of its Large Business Group,
effective January 1, 2004.

Mr. Butkus served as President of infoUSA's Donnelley Marketing
division for one year prior to this appointment. The Large
Business Group has annualized revenue of $160 million and is
comprised of four infoUSA divisions: Donnelley Marketing, Catalog
Vision, Walter Karl and Yesmail/ClickAction. Alan Kuritsky,
Donnelley's Senior Vice President, Sales, will replace Mr. Butkus
as President of Donnelley Marketing.

Vin Gupta, Chairman and CEO, infoUSA, said, "Mr. Butkus has had an
outstanding tenure at Donnelley, having successfully implemented
an innovative team selling approach, which has strengthened
customer relationships and increased our client base. He has also
substantially improved profitability at this division. We look
forward to him achieving similar results with the entire Large
Business Group, which is on track to achieve double-digit revenue
growth for this year."

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


INTEGRATED HEALTH: THCI Pressing for $41MM Admin. Claim Payment
---------------------------------------------------------------
THCI Company, LLC, as successor-in-interest to Meditrust
Corporation, Meditrust of Alabama, Inc., Meditrust of Missouri,
Inc., Meditrust of Michigan, Inc., Meditrust of Alpine, Inc.,
Meditrust of Mountainview, Inc., and Meditrust of Ohio, Inc.,
asks the Court to:

   (a) allow and direct the Integrated Health Services Debtors to
       immediately pay certain administrative claims in its favor
       for:

       -- over $41,677,000 in damages arising from the Debtors'
          failure to perform their obligation under certain THCI
          Assumed Leases; and

       -- $876,324 in legal fees and expenses for which the
          Debtors agreed to reimburse THCI in a March 2002
          Stipulation; or

   (b) to the extent the claims are disputed, establish a
       disputed administrative claims reserve for those portions
       of THCI's claims that are not allowed and paid.

Scott D. Cousins, Esq., at Greenberg Traurig LLP, in Wilmington,
Delaware, recounts that on March 18, 2002, the Debtors and THCI
entered into a stipulation, which the Court approved.  The March
2002 Stipulation resolved an ongoing dispute between THCI and the
Debtors over its then-pending motion, to which THCI objected,
which sought to assume five and reject five of the 10 leases for
healthcare facilities the Debtors leased from THCI.  Integrated
Health Services Inc. guaranteed all the 10 Leases.  The
Stipulation, among other things, obligated the Debtors to assume
nine of those Leases, allowed the Debtors to reject the tenth
lease, waived certain rights and claims of THCI, and provided
that THCI would be entitled to assert an administrative claim for
its legal fees, expenses, and other amounts incurred in
connection with these proceedings.

By the end of 2002, Abe Briarwood Corporation emerged as the
successful bidder to purchase the stock in most of the Debtors.  
However, Briarwood did not wish to acquire the Debtors who were
the lessees of the THCI facilities.  As a result, in April 2003,
the Debtors moved to reject the very same leases they had
previously agreed to assume pursuant to the March 2002
Stipulation, alleging they were not obligated to assume them.  On
the contrary, the Court determined that the Debtors were
obligated to assume the THCI Assumed Leases.

Mr. Cousins notes that although the Debtors were ordered to
perform under the THCI Assumed Leases, they have not done so:

   -- Financial covenants have not been satisfied;

   -- Rent remains unpaid;

   -- TransHealth Management, Inc. the professional, qualified
      manager identified at the confirmation hearing as the
      party who would manage "all" of the facilities, is not
      managing THCI's facilities; and

   -- The facilities have significant regulatory deficiencies,
      but the information THCI requested regarding who is
      responsible for operating and managing its facilities,
      whether the proper licenses and insurance are in place,
      and the financial condition of the responsible parties,
      has not been provided.

Moreover, the Debtors even attempted to strip away assets from
parties liable on the THCI Assumed Leases without notice to THCI.

The Debtors had and have no intention of complying with the
Court's Orders, Mr. Cousins contends.  The THCI Assumed Leases
have remained in default at all times prior to and since the
Effective Date of the Plan.  Similarly, IHS has been in default
under the guarantees.  Those defaults have directly affected the
quality of care provided at, and value of, THCI's facilities.  

Accordingly, pursuant to Section 365 of the Bankruptcy Code, Mr.
Cousins asserts that THCI is entitled to an administrative claim
for damages arising from the breach and effective repudiation of
its leases, constituting postpetition obligations of these
Debtors, IHS's related guarantees, and for legal fees under the
terms of the March 2002 Stipulation.  

Rent is due under the terms of the THCI Assumed Leases on the
first day of each month.  The September rent was due prior to the
Effective Date of the Plan, but no part of the September rent has
been paid.  According to Mr. Cousins, a check representing the
September rent was belatedly delivered to THCI on September 12,
2003.  It has subsequently been returned for insufficient funds.

"Briarwood, the purchaser of the stock in these subsidiaries,
also does not satisfy the financial covenant criteria," Mr.
Cousins remarks.  Contrary to representations made during the
Confirmation Hearing, THCI was later advised that TransHealth
will not be managing the THCI facilities.  At the time that the
disclosure was made in early September, no information was
available regarding who would be managing or operating the THCI
facilities.  The change in management is a material breach of the
THCI Assumed Leases as well.  THCI was not asked to, and did not,
consent to the substitution of a new manager for TransHealth.  

THCI has since learned that an operator in Florida with no
demonstrated experience operating healthcare facilities in any of
the jurisdictions in which the THCI facilities are located "may"
have this responsibility.  "The use of an unqualified manager
will only exacerbate the regulatory deficiencies at the THCI
facilities," Mr. Cousins says. (Integrated Health Bankruptcy News,
Issue No. 65; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


INTERNACIONAL DE CERAMICA: Violates Covenant Under US Loan Pact
---------------------------------------------------------------
Interncaional de Ceramica, S.A. de C.V. (NYSE: ICM) posted solid
sales growth for the third quarter of 2003, resulting in record
sales for any quarter in the Company's history.

The following report is attributed to Oscar E. Almeida and Victor
D. Almeida, Interceramica's Chairman of the Board and Chief
Executive Officer, respectively:

The quarter was marked by continuing stiff competition in the
industry, particularly with European producers, directing
increasing amounts of products to the United States and Mexico due
to weak conditions in their usual export markets. Regardless, we
have been able to increase market penetration, particularly in
Mexico. Consolidated sales of US $83.5 million for the third
quarter of 2003 were 6.25 percent greater than second quarter
sales of US $78.6 million in 2002. As was the case in the
preceding quarter, a lower gross margin for the period resulted in
gross income for the quarter virtually identical to the same
quarter in 2002, at US $28.7 million and US $28.9 million,
respectively.

Sales in Mexico for the third quarter increased by 8.30 percent
from the third quarter of 2002, and at US $48.2 million -- our
highest ever level of sales in Mexico -- grew by 27.23 percent
over sales of US $37.9 million in the preceding quarter of this
year. We sold significantly more product in Mexico during the
third quarter of 2003 over the same period last year, increasing
by 25.09 percent. This volume -- another Company record -- was
driven by healthy sales growth in both channels of distribution in
Mexico: our Company-owned stores as well as the extensive
independent franchise network. Much of the sales growth is
attributable to sales of private-label products imported since
late last year to round out our product lines in the middle-to-
lower-end of the market segment. As we have freed up capacity at
our plants for higher- margin products, our challenge remains to
grow sales of these more expensive products and to keep improving
pricing levels. We have introduced a number of innovative products
over recent months and, together with our recent launch of the
highly sought porcelain products, these products are helping to
attract consumers to Interceramic stores across the country.

In the international markets, sales in the third quarter of 2003
increased by 3.58 percent over sales in the third quarter of 2002,
at US $35.3 million compared to sales of US $34.1 million for the
period last year. The amount of product sold in the International
markets in the third quarter declined, however, over 2002, by 7.74
percent. Independent distribution remains important in the United
States, but we are focused on the expansion of our network of
Company-owned stores, which routinely provide higher-margin
returns on sales.

At US $6.3 million, consolidated operating income for the third
quarter of 2003 was 18.02 percent behind operating income of US
$7.7 million posted in the same period of last year, although
recovering by 34.43 percent over the low of US $4.7 million
recorded in the second quarter of this year. Some of the dip in
operating income is the result of increased operating expenses,
which were up for the period by almost US $1.0 million over the
same quarter last year, as we ramped up our sales infrastructure
and new stores to allow for the increased amount of products
moving through our distribution channels. As might be expected,
EBITDA for the third quarter of this year lagged behind that of
the third quarter of 2002, down 10.66 percent to US $10.2 million
from last year's US $11.4 million. While an improvement over
EBITDA of just US $8.6 million last quarter, the level of earnings
compared to our sales growth highlights our need to improve our
product mix and capture the higher margins available on sales of
our top-of-the-line products.

Over the course of the third quarter, Interceramic determined that
the Company was not in compliance with a financial ratio contained
in a covenant in the Credit Agreement applicable to our US $100.0
million syndicated loan facility. With uncertainty over how
quickly and to what extent our operating income will improve in
the short term, we commenced discussions with our lenders over a
waiver of the non-compliance or an amendment to the Credit
Agreement more in line with our expectations. By September 30,
2003, we had reached agreement with the lenders on a series of
amendments to the Credit Agreement that we believe will provide
the Company with sufficient flexibility going forward, and are
currently in the process of documenting these amendments. Although
we face continued tough competition and a number of other
challenges, our fundamentals remain strong, our products are
getting more and more innovative and exciting, and the Company
continues to be well-positioned in our industry. We look forward
to better performance in the upcoming quarters.


KAISER ALUMINUM: Retirees' Panel Hires Orrick as Bankr. Counsel
---------------------------------------------------------------
The Official Committee of Retired Employees of the Kaiser Aluminum
Debtors seeks the Court's authority to retain Orrick, Herrington &
Sutcliffe LLP as its bankruptcy counsel.

Orrick Herrington will replace Brobeck, Phleger & Harrison LLP --
the Retirees Committee's original bankruptcy counsel.  Brobeck
dissolved in February 2003 and Frederick D. Holden, the Brobeck
partner responsible for representing the Retirees' Committee in
the Debtors' cases, became a partner with Orrick Herrington.  
Barbara P. Pletcher, the other Brobeck attorney, who extensively
represented the Retirees' Committee in these cases, also became a
partner with Orrick Herrington in September 2003.

Orrick Herrington will prosecute the interest of salaried
retirees in the Debtors' bankruptcy cases.

The Retirees' Committee selected Orrick Herrington because:

   (a) Orrick Herrington partners Mr. Holden and Ms. Pletcher are
       knowledgeable about and familiar with the matters within
       the scope of the Retirees Committee's appointment;

   (b) Orrick Herrington has considerable experience and
       expertise in bankruptcy in general and in representing
       retirees' committees in bankruptcy cases in particular;

   (c) Orrick Herrington has considerable experience and
       expertise in matters relating specifically to retirement
       benefits; and

   (d) Mr. Holden, Ms. Pletcher and their team work out of Orrick
       Herrington's San Francisco, California office, and every
       member of the Retirees' Committee resides in or near --
       and the Committee plans to hold all of its meetings in --
       the San Francisco Bay area.

Orrick Herrington will be compensated in accordance with its
current standard hourly rates:

     Frederick D. Holden, Jr., bankruptcy partner        $520
     Barbara P. Pletcher, employee benefits partner       525
     Eric M. Frater, associate                            305
     Linda Sigler, bankruptcy paralegal                   235

Orrick Herrington will also be reimbursed for its actual and
necessary expenses incurred in the duration of the cases.

Mr. Holden ascertains that Orrick Herrington has no connection
with the Debtors or with their major creditors and with other
parties-in-interest to these cases.  Orrick Herrington represents
no adverse interest to the Retirees' Committee in the matters in
which it is to be engaged.

The Retirees' Committee will continue to retain Jaspan
Schlesinger Hoffman LLP as its Delaware counsel.  Jaspan served
the previous Salaried Retirees' Committee.  Orrick Herrington, as
primary counsel, will work closely with Jaspan to ensure that
there is no unnecessary duplication of services. (Kaiser
Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  


LEAP WIRELESS: Claim Validity Objection Deadline Moved to Nov 30
----------------------------------------------------------------
Robert T. Schmidt, Esq., at Kramer Levin Naftalis & Frankel LLP,
in New York, tells the Court that the Leap Wireless Debtors were
authorized to use Cricket Communications, Inc.'s cash collateral
on an interim basis pursuant to an Interim Stipulation Order
entered on April 14, 2003.

According to the Interim Stipulation Order, any person or entity
can only assert Claims and Defenses in an action or other
appropriate proceeding on or before June 28, 2003 -- Objection
Deadline -- subject to the right to seek an extension as may be
agreed by the Informal Vendor Debt Committee.

On July 10, 2003, the Court entered an order extending the
deadline to challenge the validity, enforceability or priority of
claims and liens asserted by Cricket's vendor debt holders.  The
Order extended the Objection Deadline to the earlier of
September 26, 2003.

Now, the Official Committee of Unsecured Creditors and the
Informal Vendor Debt Committee agree to further extend the Claim
Validity Objection Deadline to the earlier of the date of Plan
consummation or November 30, 2003. (Leap Wireless Bankruptcy News,
Issue No. 11; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


LNR PROPERTY: Fitch Assigns BB- Rating to $300M Senior Sub Notes
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to LNR Property Corp's
$300 million ten-year 7.25% senior subordinated notes.

The notes have a final maturity in 2013 and are pari passu with
LNR's existing senior subordinated debt. The Rating Outlook is
Stable. Proceeds from the transaction will principally be used to
refinance LNR's $250 million of 10.50% senior subordinated notes
due in 2009 through a tender offer, and to pay an approximately
$17 million early redemption penalty. The transaction is expected
to close on Oct. 29, 2003.

Fitch views the issuance constructively as it will provide a
modest increase to LNR's unsecured capital base, lengthen the
company's debt maturity schedule to approximately 6.6 years, and
lower funding costs. The new transaction is priced 325 basis
points lower than the securities being refinanced. As a result of
LNR's three unsecured debt offerings in 2003, Fitch estimates that
the unsecured debt to total debt ratio will improve to 60.16%
based on Aug. 31, 2003 financials from 36.10% at Nov. 30, 2002.
However, it is not clear if the quality of LNR's unencumbered
asset pool will improve as a result of the issuance. Additional
proceeds may be used in LNR's and Lennar Corp.'s joint acquisition
of Newhall Land and Farming Company.

Following the transaction, LNR will have issued $650 million of
10-year senior subordinated unsecured debt and $235 million of
convertible senior subordinated debt in 2003. Net of repayments,
LNR's total new unsecured debt issuance for 2003 will be
approximately $435 million.

LNR's ratings reflect its good asset performance and consistent
profitability. Fitch believes that the fundamental driver of LNR's
success has been its risk management, due diligence and commercial
mortgage-backed securities special servicing operations. The
rating also takes into account the risks inherent in LNR's
repositioning property, partnership equity, land, and unrated CMBS
investments. Fitch also continues to monitor legal risks
associated with the acquisition and development of Newhall.

Based in Miami, FL with roots dating to 1969, LNR underwrites,
purchases, and manages real estate and real estate-driven
investments. LNR is one of the leading CMBS special servicers in
the U.S. LNR primarily seeks investment opportunities where it can
purchase assets at a discount and utilize its due diligence,
repositioning, asset management, and workout expertise to improve
cash flows and profitability. Specifically, activities include the
development or purchase of office buildings, apartment buildings,
affordable housing communities, retail space, investments in
subordinated CMBS, and mortgage and real estate-backed loans.


LORAL SPACE: Intelsat Pitches Winning Bid for N. American Assets
----------------------------------------------------------------
Intelsat, Ltd., has advanced to the next phase in its effort to
acquire the North American satellite assets of Loral Space &
Communications Corporation.

Intelsat was notified Monday that it was the winner of the auction
conducted by Loral under a bankruptcy court-supervised auction
process. Intelsat was named the stalking horse bidder for the sale
of the assets under section 363(b) of the U.S. Bankruptcy Code in
connection with Loral's 15 July 2003 filing for bankruptcy
protection.

The sale process is scheduled to conclude this week, when the U.S.
Bankruptcy Court for the Southern District of New York is expected
to approve the sale of the assets to Intelsat.

Intelsat chief executive officer Conny Kullman stated, "We now
await the judge's approval of the sale of the assets. If
successful, we will move to complete the regulatory process
quickly and close the transaction as soon as possible, providing a
smooth and efficient transition for the customers on these
satellites."

Intelsat, Ltd. offers telephony, corporate network, video and
Internet solutions around the globe via capacity on 25
geosynchronous satellites in prime orbital locations. Customers in
approximately 200 countries rely on Intelsat satellites and ground
resources for quality connections, global reach and reliability.
For more information, visit http://www.intelsat.com


LORAL SPACE: Accepts Intelsat Bid for Sale of N. American Assets
----------------------------------------------------------------
Loral Space & Communications (OTC Bulletin Board: LRLSQ) announced
that Intelsat, Ltd., was the highest bidder in an auction held
Monday for Loral's North American telecommunications satellites.

The winning bid was $1.1 billion. The other bidder at the auction
was EchoStar Communications Corporation. Intelsat's bid is subject
to approval by the U.S. Bankruptcy Court for the Southern District
of New York. The court will consider Loral's motion to approve the
sale to Intelsat at a hearing scheduled for today.

On July 15, 2003, Loral announced that it had reached a definitive
agreement to sell its North American telecommunications satellites
to Intelsat. The agreement provided for the sale of the in-orbit
Telstars 4, 5, 6, 7 and 13, as well as Telstar 8, which is
scheduled to be launched in the first half of next year.
Subsequent to that announcement, Telstar 4 failed and was deemed a
total loss; it is fully insured.

Loral intends to reorganize around its remaining fleet of five
satellites and its satellite manufacturing operations, allowing
the company to go forward as a viable enterprise with
opportunities for future growth.

Loral Space & Communications is a satellite communications
company. It owns and operates a global fleet of telecommunications
satellites used by television and cable networks to broadcast
video entertainment programming, and by communication service
providers, resellers, corporate and government customers for
broadband data transmission, Internet services and other value-
added communications services. Loral also is a world-class leader
in the design and manufacture of satellites and satellite systems
for commercial and government applications including direct-to-
home television, broadband communications, wireless telephony,
weather monitoring and air traffic management. For more
information, visit Loral's Web site at http://www.loral.com  


LTV: Creation of Distribution Trust and Appointment of Trustee
--------------------------------------------------------------
On or before the Effective Date of the Liquidating LTV Debtors'
Plan, a Distribution Trust will be established under the terms of
a Distribution Trust Agreement for the purpose of resolving all
Disputed Claims, making all distributions to holders of Allowed
Claims in accordance with the terms of the Plan, pursuing any
Recovery Actions and otherwise implementing the Plan and finally
administering the Estates.  On the Effective Date, the
Distribution Trust Assets will be transferred to and vest in the
Distribution Trust.

The Distribution Trustee will be empowered to:

      (a) effect all actions and execute all agreements,
          instruments and other documents necessary to implement
          the Plan;  

      (b) invest or distribute the Distribution Trust Assets
          -- directly or through Third Party Disbursing Agents;

      (c) make distributions to holders of Allowed Claims as  
          contemplated by the Plan;  

      (d) take steps as are necessary and appropriate to
          coordinate with representatives of the estates of the
          other LTV Debtors;  

      (e) establish, if necessary, and administer the Trust
          Accounts;

      (f) comply with the Plan and exercise its rights and  
          fulfill its obligations under the Plan;  

      (g) object to Claims and resolve objections;

      (h) pursue any Recovery Actions or other available causes
          of action -- including any actions previously initiated
          by the Debtors and pending as of the Effective Date --
          and raise any defenses in any adverse actions or
          counterclaims;  

      (i) employ professionals to represent it with respect to
          its responsibilities;  

      (j) exercise other powers as may be vested in it or as
          deemed by it to be necessary and proper to implement
          the provisions of the Plan and the Distribution Trust
          Agreement;  

      (k) take such actions as are necessary or appropriate to
          close or dismiss any or all of the Bankruptcy Cases;
          and  

      (l) dissolve the Distribution Trust in accordance with the
          terms of the Distribution Trust Agreement.

The Distribution Trust will be funded by the proceeds of the
Intercompany Claims Settlement and any Recovery Actions held, or
to be held, in the Trust Accounts for the benefit of the
beneficiaries of such Trust Accounts, which will be funded
consistent with the Plan.

The Liquidating Debtors promise to disclose the identity of the
Distribution Trustee at least ten days prior to the Confirmation
Hearing.  The Trustee is to be selected by the Debtors in
consultation with the Noteholders' Committee and will be the
exclusive trustee of the assets of the Distribution Trust, as well
as the representative of the consolidated Estate of the VP
Debtors.

                         Indemnification

The Distribution Trust Agreement may include reasonable and
customary indemnification provisions, but these terms are to be
disclosed at a later date.  Any indemnification will be the sole
responsibility of the Distribution Trust and payable solely from
the Distribution Trust Expenses Account.

         Compensation for Third Party Disbursing Agents

Each Third Party Disbursing Agent, including the Old Senior Note
Indenture Trustees, providing services related to distributions
pursuant to the Plan will receive from the Distribution Trust
Expenses Account, without further Bankruptcy Court approval,
reasonable compensation for such services and reimbursement of
reasonable out-of-pocket expenses incurred in connection with
those services.  These payments will be made on terms agreed to
with the Distribution Trustee and will not be deducted from
distributions -- including any distributions of Cash Investment
Yield -- to be made pursuant to the Plan to holders of Allowed
Claims receiving distributions from a Third Party Disbursing
Agent.

To assist in making distributions under the Plan the applicable
Trust Accounts may be held in the name of one or more Third Party
Disbursing Agents for the benefit of holders of Allowed Claims
under the Plan.  The Third Party Disbursing Agents will invest the
Cash in the Trust Accounts as directed by the Distribution Trustee
in accordance with the Debtors' investment and deposit guidelines;
provided, however, that should the Distribution Trustee determine,
in his sole discretion, that the administrative costs associated
with such investment will exceed the return on such investment, he
may direct the Third Party Disbursing Agent not to invest such
Cash.

Distributions of Cash from accounts held by Third Party Disbursing
Agents will include a pro rata share of the Cash Investment Yield,
if any, from any investment of Cash.

                        Termination of Trust

The Distribution Trust Agreement will provide that termination of
the trust will occur no later than two years after the Effective
Date, unless the Bankruptcy Court approves an extension based on a
finding that an extension is necessary for the Distribution Trust
to complete its claims resolution and liquidating purpose.

                        Annual Distributions

The Distribution Trust is required to distribute at least annually
to the beneficiary-creditors-claimants its net income --net of any
taxes paid -- except for amounts retained as reasonably necessary
to maintain the value of the Distribution Trust Assets or to meet
claims and contingent liabilities, including Disputed Claims.

On or before the Effective Date, Trust Accounts will be
established and maintained in federally insured domestic banks in
the name of the Distribution Trustee and, if applicable, the Third
Party Disbursing Agent for each such Trust Account.  On the
Effective Date, each of the Trust Accounts and the contents
thereof will be transferred to and irrevocably vest in the
Distribution Trust.

                    Priority Claims Trust Accounts

On or before the Effective Date, separate Priority Claims Trust
Accounts will be established for each of the Debtors' Estates as
of the Effective Date.  In particular, all amounts of Cash for
each Debtor not used to fund the Distribution Trust Expenses
Account will be deposited by the Debtors in each of the Priority
Claims Trust Accounts to be used to satisfy Allowed Secured
Claims, Allowed Administrative Claims, Allowed Priority Claims and
Allowed Priority Tax Claims against the applicable Debtor's Estate
in accordance with the terms of the Plan.

If the balance of any Estate's Priority Claim Trust Account is
insufficient to satisfy all Allowed Secured Claims, Administrative
Claims, Priority Claims and Priority Tax Claims payable out of
such Priority Claims Trust Account, additional funds maybe
transferred by the Distribution Trustee from such Estate's
Unsecured Claims Trust Account to such Estate's Priority Claims
Trust Account.  To the fullest extent possible, any transfer will
be accomplished to minimize any adverse impact on the ability to
make pro rata distributions to unsecured creditors.

Upon obtaining a Bankruptcy Court order authorizing final
distribution and closure of the Bankruptcy Cases, any funds
remaining in any Priority Claims Trust Account and not earmarked
by the Distribution Trustee for payment of Allowed Secured Claims,
Allowed Administrative Claims, Allowed Priority Claims and Allowed
Priority Tax Claims, will be transferred to the applicable
Unsecured Claims Trust Account for distribution to holders of
Allowed Unsecured Claims.

                 Unsecured Claims Trust Accounts

On or before the Effective Date, the Unsecured Claims Trust
Accounts will be established.  Each Estate's Unsecured Claims
Trust Account will be funded no later than 60 days after the
Effective Date by the transfer of any funds in an Estate's
Priority Claims Trust Account in excess of the Debtors' or the
Distribution Trustee's reasonable estimate, in consultation with
the Noteholders' Committee, of the amount of all Secured Claims,
Administrative Claims, Priority Claims and Priority Tax Claims
outstanding against each Estate.  In addition, the Liquidating
Debtors' Unsecured Claims Trust Account also may be funded by any
Conditional Settlement Proceeds paid to the Liquidating Debtors or
the Distribution Trustee, as successor-in-interest to the
Liquidating Debtors, in accordance with the Intercompany Claims
Settlement.

The Cash deposited in each Estate's Unsecured Claims Trust Account
will be used to satisfy Allowed Unsecured Claims against the
applicable Debtor in accordance with the terms of the Plan.

       Special Provisions for Holders of Old 8.20% Senior
         Note Claims or Old 11.75% Senior Note Claims

All distributions to holders of Allowed Old 8.20% Senior Note
Claims will be made by the applicable Disbursing Agent to the Old
8.20% Senior Note Indenture Trustee on behalf of such Claim
holders, and the Old 8.20% Senior Note Indenture Trustee, in turn,
will act as the Third Party Disbursing Agent with respect of the
holder of Old 8.20% Senior Note Claims.

All distributions to holders of Allowed Old 11.75% Senior Note
Claims will be made by the applicable Disbursing Agent to the Old
11.75% Senior Note indenture Trustee on behalf of such Claim
holders, and the Old 11.75% Senior Note Indenture Trustee, in
turn, will act as the Third Party Disbursing Agent in respect of
holders of Old 11.75% Senior Note Claims.

               Compensation to Indenture Trustees

The Old 8.20% Senior Note Indenture Trustee will retain the right
to collect its reasonable fees and expenses incurred prior to the
Effective Date from any distributions to the holders of Allowed
8.20% Senior Note Claims pursuant to its lien and priority rights
under the Old 8.20% Senior Note Indenture, and will be solely
responsible for making distributions to holders of Allowed Old
8.20% Senior Note Claims.  The same rights are given to the Old
11.75% Senior Note Indenture Trustee.

All distributions to holders of Allowed Old Senior Note Claims
will be deemed to apply first to the principal amount of such Old
Senior Note Claims until such principal amount is paid in full and
then to any accrued prepetition interest included in such Old
Senior Note Claims.

                     Distribution Record Date

Except with respect to holders of Old Senior Note Claims in
accordance with the Plan or as otherwise provided in a Final Order
of the Bankruptcy Court, the transferees of any Unsecured Claims
that are transferred pursuant to Rule 3001 of the Federal Rules of
Bankruptcy Procedure on or prior to the Distribution Record Date
will be treated as the holders of such Claims for all purposes,
notwithstanding that any period provided by Bankruptcy Rule 3001
for objecting to such transfer has not expired by the Distribution
Record Date.

The applicable Disbursing Agent will have no obligation to
recognize the transfer or sale of any Unsecured Claim that occurs
after the close of business on the Distribution Record Date and
will be entitled for all purposes to recognize and make
distributions only to those holders who are holders of such Claims
as of the close of business on the Distribution Record Date. (LTV
Bankruptcy News, Issue No. 56; Bankruptcy Creditors' Service,
Inc., 609/392-00900)


M.D.C. HOLDINGS: Board Declares Third-Quarter Cash Dividend
-----------------------------------------------------------
M.D.C. Holdings, Inc. (NYSE: MDC; PCX) --
http://www.RichmondAmerican.com-- announced that its board
of directors has declared a cash dividend of twelve and one-half
cents ($.125) per share for the quarter ended September 30, 2003.  
The dividend is payable on November 19, 2003 to shareowners of
record on November 5, 2003.

MDC (S&P/BB+/Stable), whose subsidiaries build homes under the
name "Richmond American Homes," is one of the largest homebuilders
in the United States.  The Company also provides mortgage
financing, primarily for MDC's homebuyers, through its wholly
owned subsidiary HomeAmerican Mortgage Corporation.  MDC is a
major regional homebuilder with a significant presence in some of
the country's best housing markets.  The Company is the largest
homebuilder in Colorado; among the top five homebuilders in
Northern Virginia, suburban Maryland, Phoenix, Tucson and Las
Vegas; and among the top ten homebuilders in Northern California,
Southern California and Salt Lake City.  MDC also has a growing
presence in Dallas/Fort Worth and has recently entered the
Houston, San Antonio, Philadelphia/Delaware Valley, West Florida,
Jacksonville and Chicago markets.  Please visit
http://www.richmondamerican.comfor more information on the
Company.


MERITAGE CORP: Third Quarter Results Show Year-Over-Year Growth
---------------------------------------------------------------
Meritage Corporation (NYSE:MTH) announced net earnings of $25.8
million, or $1.86 per diluted share, for the third quarter ended
September 30, 2003, representing year-over-year increases of 15%
and 18%, respectively. Net earnings for the first nine months of
2003 were $62.8 million, or $4.57 per diluted share, for year-
over-year increases of 37% and 28%, respectively.

"Meritage is continuing to successfully execute its long-term
growth strategy, resulting in record operating results for the
third quarter and first nine months of 2003," said Steve Hilton,
Meritage Co-Chairman and Co-CEO. "The Company has diversified its
operations into four of the fastest growing states in the nation.
We are expanding within our existing markets in Texas, Arizona and
California, while our results have also benefited from the October
2002 acquisition of Perma-Bilt Homes in Las Vegas, Nevada. In
addition, our start-up operation in San Antonio, Texas, produced
its first closings during September 2003. We expect San Antonio to
be profitable in 2003, its first year of operation. This has all
translated into record home sales revenue during the first nine
months of 2003 of $990 million and generated net earnings of $62.8
million, an increase of 33% in revenue and 37% in net earnings
over the same period a year ago."

The Company's gross margin increased by 59 basis points to 20.2%
in the third quarter of 2003, compared to the same quarter last
year. This margin level was generally consistent with the levels
of the first half of 2003 and reflects a continued strong housing
market, supporting pricing power in most markets. This improvement
in gross margin was more than offset by an increase in SG&A
expenses from 8.9% to 9.9% of revenue resulting in a pretax margin
of 10.7%, down 47 basis points from 11.2% in the same quarter last
year. The increase in SG&A expense was caused mainly by start-up
marketing costs relating to communities in the Phoenix
metropolitan area, increased sales commissions and a general
increase in marketing and other sales costs. "We anticipate that
increases in revenue should help leverage our SG&A expenses in the
fourth quarter of this year and into next year," added Hilton.

"The dollar value of new home orders was up 44% to $1.3 billion in
the first nine months of 2003 and the value of homes in backlog
was up 40% over the prior year, to $840 million," said John
Landon, Meritage Co-Chairman and Co-CEO. "Based on our strong
third quarter orders and backlog, we anticipate closing
approximately 5,600 homes and generating approximately $1.4
billion in revenue for the full year 2003. We expect this top line
revenue to produce record 2003 diluted earnings per share in the
range of $6.45 to $6.65, representing an increase of 21% to 25%
for the full year, and is a $0.25 increase from our prior
quarter's earnings guidance of $6.20 to $6.40."

Meritage received 1,546 orders for new homes valued at $416
million in the three months ended September 30, 2003, increases of
37% and 36%, respectively, from the same period a year ago. The
number of actively selling communities at quarter end was 151, up
10% from June 30, 2003 and 29% from the same quarter a year ago.
"We anticipate beginning 2004 with approximately 155 communities,
20% higher than at the beginning of 2003," added Landon.

Meritage maintains operating objectives which are intended to
reduce operating risk, such as minimizing unsold inventory. At the
end of the third quarter Meritage had 192 completed unsold homes,
or about 1.3 per community. The Company also reduces risk by
controlling a significant majority of lots through option
agreements which minimizes the investment in inventory, decreases
the risk of holding large amounts of land and increases returns.
Meritage's goal is to maintain a four to five year supply of lots
with approximately 80-85% controlled through options. The number
of lots controlled at September 30, 2003 increased 30% to 28,798
from the same time last year. Of this number approximately 85% are
controlled through options.

Meritage's balance sheet remains prudently leveraged with a net
debt to capital ratio of 50% at September, 30 2003. EBITDA in the
third quarter was $48.4 million, up 9% from the same period last
year, resulting in a trailing four quarter interest coverage ratio
of about 7.0 times and a trailing four quarter debt to EBITDA
ratio of about 2.3 times. (EBITDA represents a non-GAAP financial
measure. A table reconciling this measure to the appropriate GAAP
measure is included with the operating results part of this press
release). In addition, at the end of the quarter, Meritage had
approximately $93.8 million outstanding under our revolving credit
facility and $21.2 million in letters of credit, leaving an unused
commitment of $135.0 million, all of which was available to
borrow. During the third quarter Meritage enhanced its liquidity
by completing an add-on offering of $75 million in aggregate
principal amount of its 9.75% Senior Notes due 2011. The notes
were priced at 109.0% of their face amount implying a yield-to-
worst of 7.642%. The net proceeds from the offering were used to
pay down a portion of the Company's senior credit facility.

Meritage Corp. (Fitch, BB Senior Unsecured Debt Rating, Stable)
designs, builds and sells distinctive single-family homes ranging
from entry-level to semi-custom luxury. Meritage operates in the
Phoenix and Tucson, Ariz., markets under the Monterey Homes,
Hancock Communities and Meritage Homes brand names; in the
Dallas/Ft. Worth, Austin and Houston, Texas, markets as Legacy
Homes and Hammonds Homes; in the East San Francisco Bay and
Sacramento, Calif., markets as Meritage Homes; and in the Las
Vegas, market as Perma-Bilt Homes.


METALS USA: Terry Freeman Acquires 1,845 Metals USA Shares
----------------------------------------------------------
Terry Freeman, Metals USA's Senior Vice President and Chief
Financial Officer, reports to the Securities and Exchange
Commission, that he now has direct beneficial ownership of 26,475
shares of Metals USA Common Stock after acquiring 1,845 more
shares on October 8, 2003.

Mr. Freeman acquired the new shares pursuant to Metals USA's
confirmed Plan of Reorganization, which provides that a final
distribution of New Common Stock will be made to the holders of
Allowed General Unsecured Claims.  Mr. Freeman disclaims
purchasing these securities for the purposes of Section 16(b) of
the Securities Exchange Act of 1934. (Metals USA Bankruptcy News,
Issue No. 37; Bankruptcy Creditors' Service, Inc., 609/392-0900)


MIRANT: Wrightsville Debtors Want More Time to File Schedules
-------------------------------------------------------------
Mirant Corp.'s Wrightsville Debtors were formed as part of a
transaction associated with the development and construction of
the Wrightsville Power Facility located in Wrightsville, Arkansas,
which began commercial operation in July 2002.  The Wrightsville
Plant is a joint development venture between Mirant Wrightsville
Management, Inc., Mirant Wrightsville Investments, Inc., and
Kinder Morgan Power Company.  Together, Mirant Wrightsville
Management, Inc. and Mirant Wrightsville Investments, Inc. own a
51% interest in the Wrightsville Plant, and Kinder Morgan Power
Company owns a 49% interest.  The Wrightsville Plant produces
electricity for use throughout the southeastern United States.
The only assets of the Wrightsville Debtors are the Wrightsville
Plant and the assets associated with the Wrightsville Plant.

When the Initial Debtors' bankruptcy cases were commenced on
July 14, 2003 and July 15, 2003, Ian Peck, Esq., at Haynes and
Boone LLP, in Dallas, Texas, relates that the Wrightsville
Debtors were excluded from the filing because it was believed
that the Wrightsville Plant would be able to produce and sell
power that would generate revenue sufficient to pay the costs
associated with operating the Wrightsville Plant.  Contrary to
these expectations, current market conditions have made it
impossible to generate electricity profitably, resulting in a
significant cash crisis that has made it impossible for the
Wrightsville Debtors to fund their daily operations.  No funding
to the Wrightsville Debtors has been provided by the Mirant
Debtors since the Initial Debtors' Petition Date.

Concurrent with their bankruptcy filing, the Wrightsville Debtors
filed a list of creditors holding the 50 largest unsecured claims
on a consolidated basis.  The Wrightsville Debtors have not yet
completed their Schedules of Assets and Liabilities and
Statements of Financial Affairs.  

Accordingly, the Wrightsville Debtors ask the Court to extend
their deadline to file the Schedules and Statements to
December 1, 2003.

Mr. Peck asserts that cause exists to warrant the extension
because:

   (a) the size and scope of Wrightsville Debtors' businesses
       are large;

   (b) the Wrightsville Debtors' financial affairs are complex;

   (c) there is limited staff available to perform the required
       internal review of their accounts and affairs; and

   (d) the Wrightsville Debtors were unable to assemble, prior
       to the Petition Date, all of the information necessary
       due to the Mirant Debtors' focus on the numerous complex
       and pressing matters in the Chapter 11 cases as a whole.
       (Mirant Bankruptcy News, Issue No. 10; Bankruptcy
       Creditors' Service, Inc., 609/392-0900)


NATIONAL BENEVOLENT: Fitch Keeps B- Rating on Fixed-Rate Debts
--------------------------------------------------------------
Fitch Ratings maintains the 'B-' rating National Benevolent
Association, Inc., MO approximately $149 million in outstanding
fixed-rate debt. NBA's total outstanding debt is approximately
$216 million of which approximately $63 million are variable-rate
demand bonds (Fitch does not rate this debt). The bonds remain on
Rating Watch Negative.

In an informational press release dated Oct. 15, 2003, NBA
reported that there has been no further extension from KBC Bank of
the letters of credit supporting NBA's outstanding $63 million
variable-rate bonds (which expired at 5 p.m. EDT on Oct. 15). The
president of NBA stated that discussions with banks and fixed-rate
bondholders are still ongoing; however, a restructuring plan to
repay all debt obligations has yet to be finalized. To date, all
scheduled debt payments have been made and the organization does
not expect the LOC expiration to disrupt current operations. KBC
Bank and other bondholders still retain the right to accelerate
the payment schedule, as they have since NBA originally triggered
a technical default. KBC's and other bondholder's intentions are
still unknown, but as stated in prior releases, any acceleration
by NBA's creditors will result in further downgrades of NBA's
rating.

Fitch will continue to monitor this situation.


NOVA CHEMICALS: Will Shut Down High-Cost Polyethylene Prod. Line
----------------------------------------------------------------
NOVA Chemicals Corporation (NYSE:NCX)(TSX:NCX) announced the
shutdown of a 275 million pound linear low-density polyethylene
line at its St. Clair River Site, in Corunna, Ontario.

This shutdown will occur during the second quarter of 2004.

Built in 1960, A-Line was the world's first linear low-density
polyethylene production line. The shutdown of the company's
smallest, highest-cost polyethylene line removes 8% of NOVA
Chemicals' capacity, which is 0.6% of total North American
polyethylene capacity. The company expects the shutdown to impact
roughly 60 positions.

Approximately 80% of the most profitable sales from A-Line will be
moved to other facilities. Thirty percent will move to the new
Advanced SCLAIRTECH(TM) technology line in Joffre, Alberta. This
will result in higher operating rates for the new plant and
significantly lower production costs for the retained products.

"Our objective is to have the lowest-cost assets with the highest-
return product portfolio in the industry," said Jeffrey M. Lipton,
President and CEO of NOVA Chemicals. "While we do see business
improving, we believe it always makes good sense to increase the
operating rates of our lowest-cost facilities and reduce our fixed
costs by $5 to $10 million per year."

NOVA Chemicals (S&P, BB+ Long-Term Corporate Credit Rating,
Positive) is a focused, commodity chemical company producing
olefins/polyolefins and styrenics at 18 locations in the United
States, Canada, France, the Netherlands and the United Kingdom.
NOVA Chemicals Corporation shares trade on the Toronto and New
York exchanges under the trading symbol NCX. Visit NOVA Chemicals
on the Internet at http://www.novachemicals.com  


NRG ENERGY: Secures Go-Signal to Assume Five McClain Agreements
---------------------------------------------------------------
NRG McClain LLC entered into a credit agreement, dated as of
November 28, 2001 among NRG McClain, the Prepetition Secured
Lenders and West LB AG, New York branch, as administrative agent
and collateral agent for the Prepetition Secured Lenders.

Pursuant to the Prepetition Credit Agreement and related
documentation, NRG McClain pledged substantially all of its
assets in favor of West LB for its benefit and the ratable
benefit of the Prepetition Secured Lenders.  In addition, NRG
pledged all of its membership interests in NRG McClain, and
issued a guarantee to the Prepetition Secured Lenders in respect
of certain obligations of NRG McClain under the Existing
Agreements.

Robin L. Itkin, Esq., at Kirkland & Ellis, in New York, reports
that as of the NRG McClain Petition Date -- August 19, 2003 --
NRG McClain was in default under the Existing Agreements.  NRG
McClain missed two scheduled payments of principal -- an
$8,000,000 payment due on December 31, 2002, with respect to
working capital loans, and an approximately $778,000 payment due
on June 30, 2003, with respect to a term loan -- and defaulted on
several covenants of the Prepetition Credit Agreement.

Accordingly, the Debtors sought and obtained the Court's
authority to assume five agreements entered into by NRG McClain
before the NRG McClain Petition Date or NRG and Power Marketing,
Inc. before the NRG Petition Date, as the case may be:

   (1) the Omnibus Restructuring and Consent Agreement, dated as
       of August 18, 2003, among the NRG McClain, the Prepetition
       Secured Lenders and the Agent;

   (2) the Energy Management Services Agreement Guarantee, dated
       November 28, 2001, between NRG and NRG McClain;

   (3) the Energy Management Services Agreement, dated
       November 28, 2001, between PMI and NRG McClain;

   (4) the EMSA Amendment No. 1, dated July 24, 2003, between PMI
       and NRG McClain; and

   (5) the Master Power Purchase and Sale Agreement, dated
       July 24, 2003, between Oklahoma Gas & Electric Company and
       NRG McClain.

Furthermore, the Court authorizes NRG and PMI to enter into the
ORCA, an Agreement executed after the NRG Petition Date.

            Omnibus Restructuring and Consent Agreement     

Mr. Itkin relates that the ORCA provides primarily for:

   (a) the deferral of principal and interest owed by NRG McClain
       under the Prepetition Credit Agreement;

   (b) the temporary forbearance by the Prepetition Secured
       Lenders from enforcing their rights and remedies under the
       Existing Documents; and

   (c) the consent of the Prepetition Secured Lenders to the Sale
       Transaction.

The ORCA also provides for:

   (a) NRG's funding of NRG McClain's operating expenses and
       certain professional fees payable by NRG McClain;

   (b) the payment and settlement of amounts owing in respect of
       power sales, including, without limitation, the PMI's
       payment of amounts owed to NRG McClain under the EMSA; and

   (c) the priority of application of proceeds received in
       respect of the Sale Transaction.

             Master Power Purchase and Sale Agreement

The Power Agreement was executed on July 24, 2003.  The
transaction was negotiated at arm's length between the parties
and entered into pursuant to the terms of an industry-standard
master power purchase and sale agreement.  The Power Agreement
provides that:

   (a) NRG McClain sells all energy associated with NRG
       McClain's interest in the McClain Facility to OG&E, with
       OG&E obligated to meet specified minimum monthly purchase
       requirements;

   (b) NRG McClain retains the right to sell to third parties any
       energy that OG&E does not purchase;

   (c) The energy is sold on a "unit contingent" basis, which
       excuses NRG McClain's performance in the event of forced
       outages at the McClain Facility, up to certain levels of
       forced outage rates; and

   (d) The term of the transaction is from July 26, 2003 through
       June 1, 2004, subject to early termination rights by both
       parties.

Ultimately, Mr. Itkin says, the purpose of the PPA is to provide
OG&E access to the McClain Facility's generating capacity, while
at the same time providing guaranteed revenue streams to the
Project.

               Energy Management Services Agreement

The EMSA and the EMSA Amendment:

   (a) contain parameters under which PMI will procure fuel for
       the power sales and permits the Prepetition Secured
       Lenders to effectively terminate the EMSA if certain
       conditions are not met;

   (b) obligate PMI to procure fuel for and schedule dispatch of
       power generated by NRG McClain pursuant to the terms of
       the PPA; and

   (c) permit PMI to sell excess power that NRG McClain does not
       otherwise sell pursuant to the Power Agreement, and thus
       benefit the Debtors' estates.

Under the EMSA Guarantee, NRG agreed to guarantee to NRG McClain
the payment, performance and observance by PMI of the EMSA.  
NRG's liability under the EMSA Guarantee is limited to $500,000.  
As permitted by the EMSA Guarantee, NRG McClain has assigned its
rights to the Agent as security for the loans under the
Prepetition Credit Agreement.

Mr. Itkin asserts that the EMSA Guarantee is favorable to the
Debtors' interests because:

   -- it provides payment and performance support by NRG of the
      obligations of PMI under the EMSA; and

   -- serves as a critical condition to the Prepetition Secured
      Lenders' agreement to permit NRG McClain to continue to use
      their cash collateral during its pending bankruptcy case.

Mr. Itkin says that the consummation of the Sale Transaction
likely will result in a significant pay-down of the Prepetition
Debt and will concurrently reduce NRG's exposure as a guarantor
of NRG McClain's obligations pursuant to the Debt Service Reserve
Guaranty contained in the Prepetition Credit Agreement.  Towards
that end, NRG entered into the ORCA to provide the means by which
NRG will receive priority repayment for providing the necessary
"back-stop" funding that is required for NRG McClain to
consummate the Sale Transaction.

In addition, the ORCA benefits PMI as it provides consideration
to the Prepetition Secured Lenders for their consent to PMI's
continued provision of services to NRG McClain and OG&E pursuant
to the EMSA.  Indeed, these continued services provide additional
revenue to PMI that PMI would not receive if the Prepetition
Secured Lenders did not agree to continue the relationship.   

The Court further orders that no cure amounts are owed under any
of the McClain Agreements other than certain amounts owed by PMI
to NRG McClain under the EMSA, as provided in the ORCA.  The
payment by PMI to NRG McClain of the amounts in accordance with
the ORCA will be deemed by NRG McClain and the Agent to
constitute "cure" payments as required by Section 365 of the
Bankruptcy Code for purposes of the assumption of the EMSA.  To
the extent required by Section 365(b)(1)(C), the Debtors have
provided adequate assurance of their future performance of the
McClain Agreements. (NRG Energy Bankruptcy News, Issue No. 11;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


OMEGA HEALTHCARE: Hosting Third-Quarter Conference Call Friday
--------------------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE:OHI) is scheduled to
release its earnings results for the quarter ended September 30,
2003, on Friday, October 24, 2003. In conjunction with its
release, the Company will be conducting a conference call on
October 24, 2003 at 10 a.m. EDT to review its 2003 third quarter
results and current developments.

To listen to the conference call via webcast, log on to
http://www.omegahealthcare.comand click the "earnings call" icon  
on the Company's homepage. Listening via webcast will require you
to have Microsoft Media Player installed on your computer, which
can be downloaded at no charge from the Company's website. Please
allow up to 30 minutes prior to the call to download this
software. Webcast replays of the call will be available on the
Company's website for at least two weeks following the call.
Additionally, a copy of the earnings release will be available on
the "news releases" section of the Company's website.

Omega (S&P, B+ Corporate Credit Rating, Stable) is a Real Estate
Investment Trust investing in and providing financing to the long-
term care industry. At June 30, 2003, the Company owned or held
mortgages on 221 skilled nursing and assisted living facilities
with approximately 21,900 beds located in 28 states and operated
by 34 third-party healthcare operating companies.


PAC-WEST TELECOMM: Enters into Deutsche Bank $40M Financing Pact
----------------------------------------------------------------
Pac-West Telecomm, Inc. (Nasdaq: PACW), a provider of integrated
communications services to service providers and small and medium-
sized enterprises in the western U.S., has entered into a $40.0
million debt and equity private placement financing with Deutsche
Bank, the completion of which is subject to certain conditions.

The financing, which is currently expected to close before year-
end, involves the purchase by Deutsche Bank of a floating rate,
pay-in-kind senior secured note in the principal amount of $40.0
million, which will mature in 2006 but is extendable for up to an
additional 18 months at the option of Deutsche Bank. The note,
which will be secured by Pac-West's assets, will accrue interest
at a rate equal to LIBOR plus 50 basis points. In addition, in
connection with the financing, Pac-West has agreed to grant
Deutsche Bank 3-year warrants to purchase 26,666,667 million
shares of Pac-West's common stock at an exercise price of $1.50
per share. If Deutsche Bank extends the maturity date of the
senior secured note, the term of the warrant will be extended to
the same date.

It is expected that the net proceeds from the financing will be
used, along with a portion of Pac-West's existing cash, to
repurchase and retire, via a cash tender offer at a discount to
par, a portion of Pac-West's 13-1/2% senior notes due 2009. In
addition, Pac-West anticipates soliciting consents from holders of
its 13-1/2% senior notes to the amendment or waiver of certain
provisions of the related indenture. It is a condition to closing
the financing that at least a majority of the 13-1/2% senior notes
are tendered. Although Pac-West's expectation as to the amount of
senior notes offered for and the offer price made at the time the
offer is commenced is preliminary in nature and subject to change,
Pac-West currently believes that it will offer approximately $900
plus an early tender premium of $20 for each $1,000 in principal
amount of the 13-1/2% senior notes tendered in addition to paying
all accrued and unpaid interest on tendered notes.

Closing of the financing is contingent upon, among other things,
the receipt by Pac-West of shareholder approval of the issuance of
the warrants and the common stock issuable upon exercise of the
warrants. In addition, closing of the financing is also contingent
upon receipt by Pac-West of the consent of the holders of at least
a majority of the outstanding principal amount of the 13-1/2%
senior notes to an amendment or waiver of certain provisions of
the related indenture to permit the completion of the financing.

Hank Carabelli, Pac-West's President and CEO, commented, "We are
pleased to have attracted the caliber of investor and business
partner we have found in Deutsche Bank. We believe that Deutsche
Bank recognizes Pac-West's potential and shares our vision of the
future. Furthermore, by agreeing to provide the financing for
purposes of purchasing our 13-1/2% senior notes, we believe
Deutsche Bank is validating our view that a reduction in the
amount of outstanding senior notes will foster our ability to
achieve profitability and position us to pursue strategic growth
opportunities."

Pac-West currently anticipates distributing a tender offer
document and commencing the offer to purchase its 13-1/2% senior
notes later this month. In addition, Pac-West expects to file with
the Securities and Exchange Commission before the end of the month
a preliminary proxy statement in connection with a special meeting
of its shareholders to be held for the purpose of obtaining
shareholder approval of the issuance of the warrants and the
common stock issuable upon exercise of the warrants.

None of Pac-West, its board of directors, Deutsche Bank, or UBS
Securities LLC, Pac-West's financial advisor, makes any
recommendation as to whether holders of the 13-1/2% senior notes
should tender or refrain from tendering their notes. This press
release does not constitute an offer to purchase any securities.
The offer to purchase the 13-1/2% senior notes shall be made only
by the tender offer document described above. The securities
offered to Deutsche Bank have not been registered under the
Securities Act of 1933 and may not be offered or sold in the
United States absent registration or on applicable exemption from
registration requirements.

In addition to the financing, as previously announced, both
Verizon California and SBC California have attempted to adopt the
Federal Communications Commission's Intercarrier ISP Compensation
Order. The FCC Order introduced a series of declining pricing
tiers for compensable minutes of reciprocal compensation, at rates
starting below those negotiated in Pac-West's interconnection
agreements with both carriers. The lowest pricing tier specified
by the order was reached on June 15, 2003, which will remain in
effect until such time that a replacement FCC Order may be
introduced. Pac-West has experienced line and minutes of use
growth partially offsetting competitive and regulatory pricing
pressures.

Additionally, the FCC Order introduced artificial growth limits on
annual compensable minutes subject to reciprocal compensation
based on the composition and balance of traffic between carriers.
Pac-West has challenged the legality of this concept, and is
currently pursuing an action to have growth limits removed from
the FCC Order. Based on Verizon's interpretation of the growth cap
formula, Verizon commenced withholding reciprocal compensation
payments to Pac-West during July 2003, and has indicated their
intention to withhold any further reciprocal compensation payments
for the remainder of 2003. Pac-West believes this is in violation
of Pac-West's interconnection agreement with Verizon.

The impact of lower reciprocal compensation rates and withheld
revenues contributed to a 23.9% reduction in the average
recognized rate per minute of use in the third quarter of 2003
from the previous quarter, excluding settlement payments. Pac-West
is disputing these withheld revenues.

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

With roughly Euro 851 billion in assets and approximately 69,300
employees, Deutsche Bank offers its 13 million clients
unparalleled financial services in 76 countries throughout the
world. Deutsche Bank competes to be the leading global provider of
financial solutions for demanding clients creating exceptional
value for its shareholders and people.

Deutsche Bank ranks among the global leaders in corporate banking
and securities, transaction banking, asset management, and private
wealth management, and has a significant private & business
banking franchise in Germany and other selected countries in
Continental Europe. Deutsche Bank's Web site is located at
http://www.deutsche-bank.com    

                        *  *  *

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

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


PACIFIC GAS: Wins Nod to Amend L/C-Backed PC Bonds Term Sheet
-------------------------------------------------------------
Pacific Gas and Electric Company tells the Court that it is
currently benefiting from certain below-market-rate loans made by
the California Pollution Control Financing Authority with the
proceeds from the sale of certain tax-exempt and low-interest
revenue bonds.  The bonds are secured by certain letters of
credit, and PG&E is obligated to repay the loans by reimbursing
the Letter of Credit issuing banks for all draws made on the
letters of credit by the bond trustee that are used to pay the
bonds.

PG&E derives substantial benefit, in the form of reduced
borrowing costs, by maintaining the bonds and the resulting loans
outstanding.  Pursuant to their terms, the bonds cannot remain
outstanding unless they continue to be secured by letters of
credit or certain other forms of credit enhancement.

        Background and Mechanics of Subject Bond Issuances

Pursuant to the terms of various separate trust indentures each
between the CPCFA, a public instrumentality and political
subdivision of the State of California, and Deutsche Bank Trust
Company Americas, as trustee, and various corresponding loan
agreements between the CPCFA and PG&E, as of the Petition Date,
the CPCFA had issued and outstanding [sic.] 15 series of its
revenue bonds in the aggregate principal amount of
$1,690,000,000.  Currently, 11 series of the revenue bonds
aggregating $1,240,000,000 in the principal amount remain
outstanding.

The CPCFA loaned the proceeds from the sale of four series of
credit-enhanced revenue bonds aggregating $613,550,000 to PG&E to
finance PG&E's acquisition and construction of certain pollution
control, sewage disposal and solid waste disposal facilities
within California.  The Bond Loans were made pursuant to the
terms of various loan agreements between the CPCFA and PG&E.  
PG&E agreed to repay the Bond Loans at the times and in the
amount necessary to enable the CPCFA to make full and timely
payment of the principal of, premium, and interest on each series
of Letter of Credit Backed PC Bonds when due and to pay the
purchase price of any Letter of Credit Backed PC Bonds that PG&E
tendered for purchase in accordance with the terms of the
applicable Indenture.

With respect to the terms of each of the Indentures, the CPCFA
assigned certain of its rights under the various Loan Agreements,
including the right to receive payments from PG&E to Deutsche
Bank, for the benefit of the Letter of Credit Backed PC
Bondholders.  In this manner, the CPCFA acted solely as a
conduit.

                 Letter of Credit Backed PC Bonds

The Letter of Credit Backed PC Bonds are special limited
obligations of the CPCFA payable exclusively out of the trust
estates under each of the Indentures.  None of the Letter of
Credit Backed PC Bonds constitute a debt or liability, or a
pledge of the faith, credit or taxing power of the CPCFA, the
State of California or any of its instrumentalities or political
subdivisions.  Rather, each series of Letter of Credit Backed PC
Bonds is a limited obligation of the CPCFA payable solely from
the revenues derived from PG&E under the terms of the related
Loan Agreement to the extent pledged by the CPCFA to Deutsche
Bank under the terms of the applicable Indenture and from other
funds pledged and assigned as part of the trust estates under the
applicable Indentures.

With respect to each series of Letter of Credit Backed PC Bonds,
PG&E entered into a "reimbursement agreement" with a letter of
credit issuing bank and certain banking or other financial
institutions.  Pursuant to each Reimbursement Agreement, the
Letter of Credit Issuing Bank issued a irrevocable letter of
credit to Deutsche Bank, for PG&E's account, to provide for the
payment of the principal of and interest on the related series of
Letter of Credit Backed PC Bonds and to support the payment of
the purchase price of any Letter of Credit Backed PC Bonds
tendered for purchase in accordance with the terms of the
applicable Indenture.  Under each Reimbursement Agreement, PG&E
is obligated to reimburse the Letter of Credit Issuing Bank for
all amounts drawn on the related Letter of Credit.

The Letter of Credit Issuing Banks are:

   * Bank of America, N.A.,
   * Deutsche Bank AG, New York Branch,
   * BNP Paribas, and
   * Morgan Guaranty Trust Company of New York.

      Tax-Exempt Status of Letter of Credit Backed PC Bonds

All Letter of Credit Backed PC Bonds were sold in the capital
markets on the basis that -- assuming PG&E continued to comply
with certain covenants contained in the PC Bond Documents and
with certain exceptions -- the interest on the Letter of Credit
Backed PC Bonds would not be included in the gross income of the
bondholders for federal income tax purposes and that the interest
is also exempt from California personal income tax.  The tax-
exempt status of the Letter of Credit Backed PC Bonds allowed the
bonds to be issued at favorable interest rates, therefore,
allowing PG&E to finance certain of its capital improvements and
other qualified costs at rates substantially below comparable
conventional taxable financing alternatives available to it.

Based on the tax-exempt status of the Letter of Credit Backed PC
Bonds, their credit enhancement and their commensurate credit
rating, the Letter of Credit Backed PC Bonds currently accrue
interest at the 0.83% average blended interest rate per annum.  
In the event that any of the Letter of Credit Backed PC Bonds
were to be redeemed in accordance with the Indentures, it may not
be possible under current law to reissue the Bonds on a tax-
exempt basis.

In view of this, PG&E determined that the continued existence of
the favorable tax-exempt financing is a valuable asset.  It is
necessary for PG&E's estate to keep the Letter of Credit Backed
PC Bonds outstanding to preserve the substantial benefits of the
tax-exempt financing.

                Post-Chapter 11 Filing Status of
                Letter of Credit Backed PC Bonds

Since the Petition Date, all Letter of Credit Backed PC Bonds
remained outstanding, and all of the scheduled interest payments
on the Letter of Credit Backed PC Bonds have been fully and
timely paid, when due, through periodic draws by Deutsche Bank on
the Letters of Credit issued by the Letter of Credit Issuing
Banks.  Since the Petition Date, each Letter of Credit Issuing
Bank allowed the Interest Portion of its Letter of Credit to
automatically reinstate after each drawing in accordance with the
Letter of Credit terms.  In accordance with the provisions of the
Letters of Credit Term Sheets and previous Court orders, PG&E
reimbursed the Letter of Credit Issuing Banks as required by the
Reimbursement Agreements.

Subject to the Term Sheet provisions, on an "Event of Default", a
Letter of Credit Issuing Bank may declare a default under its
Reimbursement Agreement with PG&E and cause Deutsche Bank to
declare a series of Letter of Credit Backed PC Bonds immediately
due and payable.  In such event Deutsche Bank would draw on the
Letter of Credit and apply the drawn funds to the full payment
and cancellation of the related outstanding Letter of Credit
Backed PC Bonds -- with the end result that the tax-preferred
financing would no longer be outstanding.

Pursuant to the Indentures, unless 35 days before a Letter of
Credit expires Deutsche Bank will receive either (a) renewal or
extension of the existing Letter of Credit for a period of at
least one year or (b) a substitute letter of credit or other
credit facility meeting the Loan Agreement and the Indenture
requirements, Deutsche Bank is also required to call the series
of Letter of Credit Backed PC Bonds for redemption and
cancellation five days before the Letter of Credit expires.  In
such event Deutsche Bank would again draw on the Letter of Credit
and apply the drawn funds to the full payment and cancellation of
the related outstanding Letter of Credit Backed PC Bonds -- with
the end result that the tax-preferred financing would no longer
be outstanding.

However, pursuant to the Term Sheet, the Letter of Credit Issuing
Banks agreed to forbear from the exercise their remedies without
PG&E's prior written consent until the earlier of:

   -- the last interest payment date on the relevant series of
      Letter of Credit Backed PC Bonds immediately before the
      expiration of the Letter of Credit; or

   -- the occurrence of any "Termination Event", which includes
      the failure of a reorganization plan to become effective by
      June 1, 2003.

Pursuant to the Term Sheet, the Letter of Credit Issuing Banks
agreed to extend the Letter of Credit terms to a date not earlier
than the first business day subsequent to the one-year
anniversary of its prior expiry date.  But since PG&E's
reorganization plan did not become effective by June 1, 2003,
each Letter of Credit has since been terminated.

Fortunately, certain Letter of Credit Issuing Banks have
volunteered to extend their forbearance period under the
Reimbursement Agreements and related Indentures to give PG&E more
time to confirm and effectuate a reorganization plan.  After good
faith, arm's-length negotiations, PG&E and these Letter of Credit
Issuing Banks agreed to amend the Term Sheet governing the
Letters of Credit.

                Summary of Term Sheet Amendments

A. Agreements by the Letter of Credit Issuing Banks

   (1) Extension of Forbearance

       The Letter of Credit Issuing Banks agree to maintain their
       Letters of Credit outstanding in the current stated
       amount.  They will not provide Deutsche Bank with any
       Default Notice under the Reimbursement Agreement or non-
       reinstatement of the Letters of Credit or take any other
       action which would result in the mandatory tender or
       redemption of any of the outstanding Letter of Credit
       Backed PC Bonds without PG&E's prior written consent,
       until the earlier of:

       (a) the last interest payment date on the related series
           of Letter of Credit Backed PC Bonds immediately before
           that Letter of Credit expires.  The expiration date
           will be extended in accordance with the terms of the
           Term Sheet; and

       (b) the occurrence of a "Termination Event".

       A Termination Event will occur -- and the Letter of Credit
       Issuing Banks will no longer be obligated to continue to
       forbear from exercising their remedies under the
       Reimbursement Agreements and the related Indentures -- if:

       -- PG&E fails to timely remit to the Letter of Credit
          Issuing Banks any of the payments set forth in the Term
          Sheet;

       -- a Chapter 11 Plan which provides for the treatment of
          Allowed Letter of Credit Bank Claims, as defined in the
          Settlement Plan, in the manner described in the Term
          Sheet or for alternative treatment of Allowed Letter of
          Credit Bank Claims which is acceptable to the Letter of
          Credit Issuing Banks does not become effective by
          May 18, 2004;

       -- a Plan is confirmed in PG&E's Chapter 11 case which
          does not provide for the treatment of Allowed Letter of
          Credit Bank Claims in the manner described in the Term
          Sheet or for alternative treatment of Allowed Letter of
          Credit Bank Claims which is acceptable to the Letter of
          Credit Issuing Banks;

       -- the "Effective Date" as defined in the Settlement Plan
          occurs; or

       -- PG&E's Chapter 11 case is dismissed or converted to a
          case under Chapter 7 of the Bankruptcy Code.

   (2) Extension of Letter of Credit Expiration

       The Letter of Credit Issuing Banks agree to extend the
       term of their Letters of Credit for an additional term of
       not less than one year from the Letters of Credit's then
       existing expiration date.  The extension of the Letter of
       Credit terms for an additional year provides PG&E with
       more time to confirm and effectuate a reorganization plan
       while maintaining the benefits of the tax-exempt financing
       provided by the Letter of Credit Backed PC Bonds for its
       bankruptcy estate as well as the opportunity to secure the
       continuing benefits of the tax-exempt financing for
       Reorganized PG&E.

B. Agreements by the Debtor.

   (1) Reimbursement of Interest Draws

       The Term Sheet provides that PG&E will currently reimburse
       the Letter of Credit Issuing Banks for all amounts drawn
       under their Letters of Credit for the payment of interest
       on the Letter of Credit Backed PC Bonds.  PG&E will pay
       the amounts when due pursuant to the terms of the
       applicable Reimbursement Agreements.

   (2) Additional Fees

       PG&E will continue to make current payments of the Letter
       of Credit fees due under the terms of the Reimbursement
       Agreements, plus an additional fee necessary to bring the
       total annual fee payable to each Letter of Credit Issuing
       Bank up to an aggregate amount per annum equal to 3% of
       the stated amount of each Letter of Credit for the period
       that the Letter of Credit remains outstanding in the
       Stated Amount through the Effective Date.  In addition,
       PG&E will pay to each of the Letter of Credit Issuing
       Banks with respect to its Letter of Credit, a Forbearance
       Extension Fee equal to 0.50% of the Stated Amount of the
       Letter of Credit Issuing Bank's Letter of Credit.

   (3) Professional Fees

       The Original Term Sheet provides that PG&E will pay the
       reasonable fees and expenses of unrelated third party
       professionals retained by the Letter of Credit Issuing
       Banks, to the extent incurred subsequent to April 6, 2001
       in connection with PG&E's Chapter 11 case no later than 30
       days subsequent to each date of a reimbursement request is
       made in writing by the Letter of Credit Issuing Bank to
       PG&E.  These provisions are not changed by the Amendment.

   (4) Purchase in Lieu of Redemption

       PG&E and the Letter of Credit Issuing Banks agree to
       cooperate in a mutual attempt to amend the related bond
       documents to permit the Letter of Credit Issuing Banks to
       purchase the Letter of Credit Backed PC Bonds under
       certain circumstances in which the Bonds would otherwise
       be subject to redemption and cancellation.  The amendments
       to the Loan Agreements and Indentures would not be adverse
       to the interests of the Letter of Credit Backed PC
       Bondholders and would enhance PG&E's ability to maintain
       the benefits of the tax-exempt financing provided by the
       Letter of Credit Backed PC Bonds by facilitating the
       orderly purchase of outstanding Letter of Credit Backed PC
       Bonds in certain circumstances.  If certain Termination
       Events occur, PG&E will not, without the prior written
       consent of the Letter of Credit Issuing Bank, have the
       right to convert a mandatory redemption of Letter of
       Credit Backed PC Bonds into a purchase in lieu of
       redemption in accordance with the proposed amended Loan
       Agreement or Indenture.

       The amendments to the bond documents would also grant the
       Letter of Credit Issuing Banks the right, but not the
       obligation, to cause a purchase of Letter of Credit Backed
       PC Bonds by May 18, 2004, if a reorganization plan --
       which provides for the treatment of Allowed Letter of
       Credit Bank Claims in the manner described in the Term
       Sheet or for alternative treatment of Allowed Letter of
       Credit Bank Claims, which is acceptable to the Letter of
       Credit Issuing Banks -- does not become effective.

   (5) Additional Default Right

       The Letter of Credit Issuing Banks have agreed to extend
       the term of their Letters of Credit for at least one year
       from the prior expiration date.  However, because of
       differences in the original expiration dates of each of
       the Letters of Credit, each Letter of Credit will expire
       on a different date.  After giving effect to the
       extensions of the terms of each of the Letters of Credit
       as provided in the Amendment, the first of the Letters of
       Credit to expire will be the Letter of Credit Bank of
       America issued, which will expire on May 23, 2004.

       Unless each of the Letters of Credit is renewed or
       replaced in accordance with the terms of the Indentures at
       least 35 days prior to its expiration date, Deutsche Bank
       is required to call the related series of Letter of Credit
       Backed PC Bonds for redemption and cancellation on the
       last business day at least five days before the Letter of
       Credit expires.  Accordingly, unless Bank of America
       voluntarily agrees to further extend the term of its
       Letter of Credit, the series of Letter of Credit Backed PC
       Bonds may be subject to redemption on May 18, 2004.

       To give each of the other three Letter of Credit Issuing
       Banks the same economic right that Bank of America has to
       cause a drawing on its Letter of Credit and the purchase
       or redemption of the related series of Letter of Credit
       Backed PC Bonds by May 18, 2004, the Amended Term Sheet
       provides that, with respect to each of the Letter of
       Credit Issuing Banks and their Letters of Credit, subject
       to certain conditions, on any date on or after May 18,
       2004, the Letter of Credit Issuing Bank will have the
       right, but not the obligation, to give notice to Deutsche
       Bank of the occurrence of an event of default under the
       terms of the Reimbursement Agreement and to direct
       Deutsche Bank to declare an event of default under the
       Indenture as a result thereof to the extent provided under
       the terms of the related bond documents.

C. Treatment of Allowed Letter of Credit Bank Claims

   The Term Sheet provides that any reorganization plan
   propounded by PG&E will provide for the treatment of Allowed
   Letter of Credit Bank Claims in substantially the manner
   provided in the Original PG&E Plan.  The same treatment of
   Allowed Letter of Credit Bank Claims has been incorporated
   into the Settlement Plan.  The Amendment does not change any
   of PG&E's obligations with respect to the proposed treatment
   of Letter of Credit Bank Claims.

   The proposed treatment of the Allowed Letter of Credit Bank
   Claims as set forth in the Original PG&E Plan and incorporated
   into the Settlement Plan are intended to, among other things,
   allow PG&E and Reorganized PG&E the ability to maintain the
   benefits of the tax-exempt financing provided by the Letter of
   Credit Backed PC Bonds both through and after the Effective
   Date.

Jeffrey L. Schaffer, Esq., at Howard, Rice, Nemerovski, Canady,
Falk & Rabkin, tells the Court that the tax-exempt financing
provided by the Letter of Credit Backed PC Bonds provides a
substantial interest cost savings to PG&E over the cost of
alternative conventional taxable financing.  Mr. Schaffer asserts
that the tax-exempt bond financing is an asset of PG&E's estate
and is best preserved through the transactions contemplated in
the Amended Term Sheet.

At PG&E's request, the Court approves the Term Sheet amendments.
(Pacific Gas Bankruptcy News, Issue No. 64; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


PILLOWTEX CORP: Provides Statement of Financial Affairs
-------------------------------------------------------
Michael R. Harmon, President and Chief Financial Officer of
Pillowtex Corporation, reports that Pillowtex generated no income
for the past two years.

Within 90 days prior to the Petition Date, Pillowtex paid
$2,571,758 to its creditors for loans and other debts:

   Creditor                                              Amount
   --------                                              ------
   Cope & Cope                                          $13,042
   Debevoise & Plimpton                               1,831,450
   Delaware Secretary of State                           37,973
   Dietz, Bradley                                        13,250
   E&Y Corporate Finance                                105,000
   Hansen Government Relations                           13,523
   Kilpatrick Stockton LLP                               15,066
   Morris Nichols Arsht & Tunnel                         76,935
   Shumaker Loop & Kendrick LLP                          64,446
   Vedder Price Kaufman & Kammholz                       58,592
   Winstead Sechrest & Minick                           305,695
   Others                                                36,786

Insiders received payments totaling $3,399,839 within the one-
year period prior to the Petition Date, including:

   Creditor                                              Amount
   --------                                              ------
   Dietz, Bradley                                       $76,199
   Fogarty, James P.                                     38,000
   Graves, Scott                                          3,818
   Keenan, Jeffrey J.                                     5,431
   Liang, Kenneth                                         1,555
   Oaktree Capital Management LLC                     3,252,258
   Poole, Deborah Lynn                                      143
   Sterling, John F.                                     22,435

Mr. Harmon discloses that Pillowtex Corp. is a party to seven
lawsuits, which are either dismissed or pending in the courts
where they were filed.  The nature of the pending lawsuits
includes product liability claim, preference claim, patent
infringement or breach of contract.

For debt counseling, Pillowtex Corp. paid $5,649,491 to:

   Creditor                                              Amount
   --------                                              ------
   Credit Suisse First Boston Corp.                  $1,540,656
   Debevoise & Plimpton                               2,800,367
   Loughlin Meghji Co., Inc.                          1,308,468

Pillowtex Corp. lists properties owned by another, which they
hold or control:

   Owner                     Property                     Value
   -----                     --------                     -----
   CIBA Specialty Chemicals  Dyes and Chemicals        $532,542
   PAXAR Corp.               Shipping Supplies           41,026
   Seydel-Wooley Co., Inc.   Size                        16,436

The list of current partners, officers, directors and
shareholders of Pillowtex Corp. who directly or indirectly owns,
controls or holds 5% or more of the voting or equity securities
are:

   Name                                             % Ownership
   ----                                             -----------
   Bank of America Strategic Solutions, Inc.             7.8%
   Blough, Eric J.                                       N/A
   Dietz, Bradley I.                                     N/A
   Fogarty, James P.                                     N/A
   Gannaway, Michael T.                                  N/A
   Gotham Partners, L.P.                                 6.5%
   Graves, Scott L.                                      N/A
   Grissinger, Richard A                                 N/A
   Harmon, Michael R.                                    N/A
   Liang, Kenneth                                        N/A
   Mallo, Donald                                         N/A
   Oakley, Allen A .                                     N/A
   Oaktree Capital Management, LLC                      20.1%
(Pillowtex Bankruptcy News, Issue No. 53; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


QWEST COMMS: Inks New $1-Million Agreement with PromoVantage
------------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) announced that
PromoVantage(TM), a division of Oncall Interactive LLC, has signed
a new contract worth more than $1 million for Qwest Web Contact
Center(SM).

QWCC will help PromoVantage deliver marketing, sweepstakes and
promotional campaigns for companies in a variety of industries
including consumer goods, financial services and entertainment.

QWCC is an interactive voice response and voice recognition
solution for both inbound and outbound calls. It works as a stand-
alone application or integrates with the Web, computer telephony
integration platforms and database information. With QWCC,
customers can reduce operating costs, increase customer
satisfaction and minimize capital investment.

PromoVantage is a unified digital promotions system that
simplifies the creation, deployment and administration of
promotional initiatives. It gives clients the freedom to choose
any combination of Web, phone, text messaging or mail-in based
entry for sweepstakes, contests, registration and incentives
programs, all while providing real-time-monitoring and data
capture, as well as in-depth demographic market analysis and
reporting.

QWCC will enable PromoVantage to drastically reduce its startup
times, have limitless call volume and give it the flexibility to
scale for any size promotion. PromoVantage is developing a
promotional campaign for one of 2003's biggest holiday films and
plans to use QWCC to handle the anticipated high call volume
associated with the promotion.

"It is very common for our system to have multiple national
promotions running simultaneously," said Matthew Maday, founding
partner, PromoVantage. "With QWCC, we can scale more reliably to
meet any amount of call volume. We no longer have to worry about
running additional lines and configuring additional hardware when
exceeding capacity is anticipated."

"We're pleased to form this new agreement with PromoVantage
because it underscores our efforts in the toll-free and contact
center arena," said Cliff Holtz, executive vice president, Qwest
business markets group. "By combining quality long-distance and
toll-free solutions with this unique value-added service, Qwest
will delight customers like PromoVantage."

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 49,000 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  


R & S TRUCK: Seeking to Voluntarily Dismiss Kylan and CPS Cases
---------------------------------------------------------------
Kylan Industries, Inc. (Case No. 12723) and CPS Trailer Company
(Case No. 12724), debtor-affiliates of R&S Truck Body Company,
Inc., ask the U.S. Bankruptcy Court for the Southern District of
New York for an authority for the voluntary dismissal of their
cases.

Substantially all of the assets of Kylan were sold in accordance
with the terms of the Court-approved Asset Purchase and Sale
Agreement.  Under the Kylan Asset Purchase Agreement, the company
was paid $990,000 during the closing on September 17, 2002.  All
of the net sale proceeds have been disbursed to the Agent, on
behalf of the Secured Lenders. Currently, there are no monies in
the Kylan estate and no other assets are left of Kylan.

CPS's assets were also sold pursuant to the Court-approved APA to
Manac Trailers USA, Inc.  Under the CPS Asset Purchase Agreement,
the purchaser paid the sum of $4,350,000 and assumed certain
trade, employee and other contractual obligations of CPS Trailer
and CPS Enterprises. The closing occurred on August 8, 2002 and
all of the net sale proceeds have been disbursed to the Agent, on
behalf of the Secured Lenders. There are also no mor monies and
assets left in the CPS Trailer estate.

As Kylan and CPS will not be able to:

     (i) effectuate a plan;

    (ii) make any further distributions to its creditors, or

   (iii) obtain access to additional funds to continue the
        administration of its chapter 11 case, and has no
        remaining assets, under the circumstances,

the Debtors submit there is no reason to continue Kylan and CPS's
cases under Chapter 11 of the Bankruptcy Code. Likewise, there is
also no reason to consider conversion of the cases to chapter 7.

R&S is a wholly-owned subsidiary of Barclay Investments, Inc.,
which is a wholly owned subsidiary of Standard Automotive
Corporation, both of which filed for Chapter 11 relief on March
19, 2002. R&S designs, manufactures and sells customized, high
end, steel and aluminum dump truck bodies, platform bodies, custom
large dump trailers, specialized truck suspension systems and
related products and parts. The Company filed for chapter 11
protection on June 3, 2002. J. Andrew Rahl Jr., Esq. at Anderson
Kill & Olick, P.C. represent the Debtors in their restructuring
efforts. When the Company filed for protection from its creditors,
it listed $27,093,513 in assets and $6,999,464 in debts.


RANOR: Wants to Voluntarily Dismiss Chapter 11 Bankruptcy Case
--------------------------------------------------------------
Ranor, Inc., now known as OCRI, Inc., is asking for permission
from the U.S. Bankruptcy Court for the Southern District of New
York for a voluntary dismissal in its chapter 11 cases.

The Debtor points out that as they will not be able to:

     i) effectuate a plan;

    ii) make any further distributions to its creditors, or

   iii) obtain access to additional funds to continue the
        administration of its chapter 11 case, and has no
        remaining assets, under the circumstances,

there is no reason to continue the chapter 11 case before this
Court.  For the same reasons, there is also no reason to consider
conversion of the case to chapter 7.  

Larry D. Henin, Esq., at Anderson Kill & Olick, P.C., avers that
dismissal is appropriate where the court determines that the
debtor is unable to effectuate any confirmable plan.  Here there
is no longer any prospect for reorganization for the Debtor or the
proposal of a chapter 11 plan for the Debtor because it has no
assets.

Additionally, the Debtor's creditors, if any, would not be
prejudiced by the dismissal of the Debtor's case because the
Debtor has no assets from which to make a distribution.

Notably, conversion of the Debtor's chapter 11 case to one under
chapter 7 is not warranted. As there are no assets, the
administrative costs of a chapter 7 trustee would be unnecessary.
Moreover, if any assets were located, such assets would be subject
to the lien of the Secured Lenders.

Ranor Inc. specializes in the fabrication and precision machining
of large metal components that exceed one hundred tons for the
aerospace, nuclear, military, shipbuilding and power generation
markets as well as national laboratories. The Company filed for
chapter 11 protection on June 25, 2002. J. Andrew Rahl Jr., Esq.
at Anderson Kill & Olick, P.C. represent the Debtor in its
restructuring efforts. When the Debtor filed for protection from
its creditors, it listed $18,211,284 in assets and $7,655,775 in
debts.


RENT-WAY INC: Fourth-Quarter Operating Results Show Improvement
---------------------------------------------------------------
Rent-Way Inc. (NYSE: RWY) reported unaudited fiscal 2003 full year
and fourth quarter consolidated revenues of $491.4 million and
$119.0, respectively.  

Unaudited fiscal 2003 full year and fourth quarter core rental
business revenues were $457.3 million and $112.0 million,
respectively.  Same store core rental business revenues increased
approximately 2.5% in the fiscal 2003 fourth quarter versus the
same quarter in fiscal 2002.

"We are encouraged by these results, especially our positive comp
sales growth in the fourth quarter.  We are seeing the benefits of
our investments in marketing and advertising and we expect to
continue these investments in order to drive top-line growth in
future quarters," stated William E. Morgenstern, Chairman and CEO
of Rent-Way.  "As I stated on our last earnings conference call,
our investments in growth will contribute to a net loss in the
2003 fourth quarter.  However, we believe the strategic
investments we are making in the near term will result in much
improved bottom line performance for fiscal year 2004 and create a
solid platform for growth through new store openings.  We expect
to release complete results for fourth quarter and full year
fiscal 2003 in mid-to-late November.  We will provide additional
guidance on our expected fiscal 2004 performance at that time."

Rent-Way (S&P, B+ Corporate Credit Rating, Stable) is one of the
nation's largest operators of rental-purchase stores.  Rent-Way
rents quality name brand merchandise such as home entertainment
equipment, computers, furniture and appliances from 753 stores in
33 states.


RESMED INC: Will Publish First-Quarter Results on October 28
------------------------------------------------------------
RESMED Inc. (NYSE: RMD), announced that on Tuesday, October 28,
2003, it will release its first quarter earnings results for the
period ended September 30, 2003.

ResMed will issue an earnings press release at approximately 1:15
p.m. Pacific Time, which will be available via Business Wire or
other news services. In conjunction with the release, ResMed will
host a conference call to review its quarterly results, market
trends, and future outlook. The conference call will be Webcast
over the Internet.

Individuals can access the Webcast, to be held at 1:30 p.m.
Pacific Time on Tuesday, October 28, 2003, via ResMed's Web site
at http://www.resmed.com Please allow extra time before the call  
to download the streaming media (Windows Media Player) required to
listen to the Internet broadcast. The online archive of the
broadcast will be available approximately 60 minutes after the
live call and will continue to be available for two weeks.

International conference call times will be:

               10:30 p.m. Germany

               8:30 a.m. Sydney, Australia (October 29, 2003)

TO PARTICIPATE in the Conference Call, please call one of the
below numbers at least 10 minutes before the call begins and
identify yourself to the operator:

               Domestic: 800-901-5259

               International: 617-786-4514

               Conference Name: ResMed Inc.

               Conference ID: 71627408

In addition, ResMed is offering a telephone replay of the
conference call. It will be available approximately 60 minutes
after the call and will be accessible for two weeks. To access the
replay, please dial:

               Domestic: 888-286-8010

               International: 617-801-6888

               Conference ID: 32226786

ResMed (S&P, BB- Corporate Credit Rating, Stable Outlook) is a
leading developer, manufacturer, and marketer of medical equipment
for the diagnosis and treatment of sleep-disordered breathing.
Further information can be obtained by visiting the Company's Web
site at http://www.resmed.com


ROBOTIC VISION: Fails to Comply with Nasdaq Listing Requirements
----------------------------------------------------------------
Robotic Vision Systems, Inc. (RVSI) (NasdaqSC: RBVEC) received a
Nasdaq Staff Determination letter dated October 13, 2003
indicating that RVSI had failed to comply with Nasdaq's
shareholder approval and listing of additional forms requirements,
as set forth in Marketplace Rules 4350(i)(1)(D)(ii) and
4310(c)(17).  

RVSI believes that subsequent to the receipt of the Nasdaq letter
it complied with these requirements.

Robotic Vision Systems, Inc. (NasdaqSC: ROBVE) -- whose June 30,
2003 balance sheet shows a total shareholders' equity deficit of
about $13 million -- has the most comprehensive line of machine
vision systems available today. Headquartered in Nashua, New
Hampshire, with offices worldwide, RVSI is the world leader in
vision-based semiconductor inspection and Data Matrix-based unit-
level traceability. Using leading-edge technology, RVSI joins
vision-enabled process equipment, high- performance optics,
lighting, and advanced hardware and software to assure product
quality, identify and track parts, control manufacturing
processes, and ultimately enhance profits for companies worldwide.
Serving the semiconductor, electronics, aerospace, automotive,
pharmaceutical and packaging industries, RVSI holds approximately
100 patents in a broad range of technologies. For more information
visit http://www.rvsi.com


SEA CONTAINERS: Declares Cash Dividends on Class A and B Shares
---------------------------------------------------------------
The Board of Directors of Sea Containers Ltd., declared quarterly
cash dividends on the Company's Class A and Class B common shares.

The dividend will be $0.025 per share on the Class A common shares
and $0.0225 per share on the Class B common shares.  Class B
common shares are convertible at any time into Class A common
shares.  The dividends will be payable November 20, 2003 to
shareholders of record November 5, 2003.

The Class A and B common shares of Sea Containers Ltd. are listed
on the New York Stock Exchange under the symbols SCRA and SCRB,
respectively.

                         *     *     *

As reported in Troubled Company Reporter's July 17, 2003 edition,
Moody's Investors Service downgraded the ratings of Sea Containers
Ltd. Ratings outlook is negative.

Downgraded Ratings                                  To       From

   * $115 million 10.75% Sr. Notes due 2006         B3        B1
   * $150 million 7.875% Sr. Notes due 2008         B3        B1
   * $98 million 12.5% Sr. Sub. Notes due 2004      Caa1      B2
   * Senior implied                                 B2        B1
   * Issuer rating                                  B3        B1

The downgrades conclude the ratings review Moody's started on
December 2002. The actions reflect the company's high debt levels,
weak cash flow and weak operating performance. These are however
offset by the company's fixed asset base, its position in certain
markets and improving financial performance.

Moody's is also concerned that "near-term debt maturities will not
be covered by the company's current level of operating cash flows,
and that additional asset sales or refinancing may be required to
meet debt obligations."


SILICON GRAPHICS: Sept. 26 Net Capital Deficit Widens to $211MM
---------------------------------------------------------------
Silicon Graphics, Inc. (NYSE: SGI) announced results for its first
fiscal quarter, which ended September 26, 2003.

Revenue for the quarter was $218.0 million, compared with $240.2
million for the fourth quarter ended June 27, 2003. Gross margin
increased to 43.4% in the first quarter from 40.3% in the fourth
quarter.

On a GAAP basis, operating expenses for the first quarter were
$138.2 million, compared with $131.3 million for the fourth
quarter. SGI's first-quarter operating loss was $43.6 million,
compared to $34.5 million in the fourth quarter. The first-quarter
net loss was $47.9 million or $0.23 per share, compared with $36.6
million or $0.18 per share in the fourth quarter. The first-
quarter results include $24.2 million in other operating expenses,
consisting primarily of severance and non-cash charges relating to
the previously announced headquarters consolidation compared with
a charge of $12.6 million in the prior quarter.

On a non-GAAP basis, excluding the $24.2 million in other
operating expenses, first-quarter operating expenses were $113.9
million and the operating loss was $19.4 million, compared to
operating expenses of $118.7 million and an operating loss of
$21.9 million in the fourth quarter. The Company's first quarter
results are consistent with the preliminary results announced on
October 6, 2003.

At September 26, 2003, the Company's balance sheet shows a working
capital deficit of about $260 million and a total shareholders
equity deficit of about $211 million.

"We made significant progress in Q1," said Bob Bishop, Chairman
and CEO of Silicon Graphics. "Projections for revenue, gross
margin and unrestricted cash were exceeded; operating expense
levels were lowered, and major new storage and visualization
products were launched. We hope to continue to improve in Q2 based
on the strength of these new products and on increased customer
confidence in SGI."

As of September 26, 2003, unrestricted cash, cash equivalents, and
marketable investments were $115.5 million, compared with $141.3
million at June 27, 2003.

         SGI:  The Source of Innovation and Discovery(TM)

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


SK GLOBAL: Units Fined $25 Million for Unfair Trading Practices
---------------------------------------------------------------
The Fair Trade Commission ordered SK Group affiliates to pay 29
billion won or $25,000,000 for unfair trading practices.  

According to Bloomberg News, the Commission was investigating six
industrial groups for unfair trading practices like "propping up
loss-making units with the profits of successful arms, fraudulent
bookkeeping, corruption, and share-price manipulation."

Approximately 32 billion won in fines were imposed on five of the
six industrial groups.  SK Group affiliates garnered the lion
share of the fines.  They plan to appeal the Commission's ruling.
(SK Global Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


SMITHFIELD FOODS: Extends Exchange Offer for $350MM Senior Notes
----------------------------------------------------------------
Smithfield Foods, Inc. (NYSE: SFD) announced an extension of its
pending exchange offer for its $350,000,000 7-3/4% Senior Notes,
Series A, due 2013 for freely tradable notes with substantially
identical terms.

The expiration date for the Exchange Offer has been extended from
5:00 p.m., New York City time, on October 20, 2003 to 5:00 p.m.,
New York City time, on October 23, 2003, unless further extended.  
As of 5:00 p.m. October 20, 2003, Smithfield had received tenders
from holders of approximately $317 million principal amount of the
outstanding Series A notes.

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


SMTC CORP: Schedules 3rd-Quarter Teleconference for November 10
---------------------------------------------------------------
SMTC Corporation (Nasdaq: SMTX) (TSX: SMX), a global electronics
manufacturing services provider, has scheduled its third quarter
results teleconference.

The teleconference will be held on November 10, 2003 at 5:00 PM
EST. Those wishing to listen to the teleconference should access
the webcast at the investor relations section of SMTC's Web site
http://www.smtc.com A rebroadcast of the webcast will be  
available on SMTC's Web site following the teleconference.

Participants should assure that they have a current version of
Microsoft Windows Media Player before accessing the webcast.

Members of the investment community wishing to ask questions
during the teleconference may access the teleconference by dialing
416-640-4127 or 1-800-814-4859 ten minutes prior to the scheduled
start time. A rebroadcast will be available following the
teleconference by dialing 416-640-1917 or 1-877-289-8525, pass
code 21022863 followed by the pound key.

SMTC Corporation (S&P, B Long-Term Corporate Credit Rating,
Negative Outlook) is a global provider of advanced electronic
manufacturing services to the technology industry. 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 interconnect,
high precision enclosures, system integration and test,
comprehensive supply chain management, packaging, global
distribution and after-sales support. SMTC is a public company
incorporated in Delaware with its shares traded on the Nasdaq
National Market System under the symbol SMTX and on The Toronto
Stock Exchange under the symbol SMX. Visit SMTC's Web site at
http://www.smtc.comfor more information about the Company.


STARBAND COMMS: Plan-Filing Exclusivity Intact through Oct. 27
--------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, Starband Communications, Inc., obtained an extension of
its exclusive periods.  Until October 27, 2003, the Debtor has the
exclusive right to file a plan of reorganization, and until
December 29, 2003, to solicit acceptances of that Plan.

StarBand Communications Inc., provides two-way, always-on, high-
speed Internet access via satellite to residential and small
office customers nationwide. The Company filed for chapter 11
protection on May 31, 2002 (Bankr. Del. Case No. 02-11572). Thomas
G. Macauley, Esq., at Zuckerman and Spaeder LLP represents the
Debtor in its restructuring efforts. When the Company filed for
protection form its creditors, it listed $58,072,000 in assets and
$229,537,000 in debts.


TCW LEVERAGED: Fitch Affirms Low-B Ratings on Class D & E Notes
---------------------------------------------------------------
Fitch Ratings affirms all of the rated notes issued by TCW
Leveraged Income Trust IV, L.P. (TCW LINC IV). At this time, the
senior secured credit facility, class A first senior secured and
class B second senior secured notes have been paid in full. The
following rating actions are effective immediately:

-- $61,000,000 class C senior subordinated secured notes due May
   2007 'BBB';

-- $28,500,000 class D subordinated secured notes due May 2007
   'BB';

-- $22,500,000 class E junior subordinated participating notes due
   May 2007 'B'.

TCW LINC IV, a market value collateralized debt obligation that
closed on May 16, 2000, is managed by TCW Investment Management
Company. On May 16, 2003, TCW LINC IV was out of compliance with
its class E overcollateralization test. TCW was unable to cure the
OC test in the 10-day cure period, which resulted in an event of
default on June 3, 2003 as per the TCW LINC IV governing
documents. Prior to the OC failure, the issuer had redeemed 100%
of its senior secured credit facility and class A notes.
Subsequent to the OC failure, the issuer further reduced its debt
outstanding by $89.7 million, paying down the class B notes in
their entirety and the class C notes to a current balance of
approximately $16.3 million. As the controlling class, the class C
notes have executed a limited waiver that waives the event of
default as it relates to the class E OC failure. The terms of the
limited waiver outline the fund's ability to sell assets,
substitute collateral, pay management fees and redeem outstanding
debt. Under the limited waiver the total balance of class C notes
is due by October 31, 2003. The manager has been working through
the portfolio to meet the Oct. 31, 2003 redemption deadline for
the class C notes and has identified all of the positions they
will liquidate in order to pay down the remaining $16.3 million.

As the fund has de-levered, the manager has liquidated investments
across all asset categories in order to realize the best value
possible for the remaining notes. This is important as it will
mean a less concentrated portfolio for the remaining note-holders.
As of the Sept. 12, 2003 valuation report, semi-liquid and
illiquid investments dropped by approximately 25% from the year
ago valuation date to roughly 29% of the current market value of
the fund. The OC coverage levels of the class C, D and E notes
were 318.7%, 136%, and 97.4%, respectively. Although the class E
notes continue to be under collateralized with respect to the
discounted collateral value of the portfolio, they are well
covered by the market value of the assets at a ratio of 112.6%.
This market value coverage has improved by approximately 4.5% over
the last year - even as the fund has liquidated in order to redeem
the senior notes. This trend implies that the market value of the
portfolio investments has appreciated over this time and that the
manager has been successful at liquidating positions at or above
their marks.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


THAXTON GROUP: CEO Says Bankruptcy Filing a Temporary Setback
-------------------------------------------------------------
The Thaxton Group, a Lancaster based consumer financial services
company, filed for Chapter 11 protection Monday.

A worsening economy resulting in customers defaulting on their
loans due to unemployment and bankruptcy and a spate of law suits
forced the company to seek legal protection while it re-structures
its obligations.

CEO James Thaxton sees this as a temporary setback saying, "Unlike
some previous institutions, The Thaxton Group has money in the
bank to conduct our day-to-day business. Re-structuring means
planning for the future; a future where we can serve our
customers."

Chapter 11 allows the company to maintain control of its assets
and operate as normal. During Chapter 11 individual lawsuits are
stayed, and investors are given a collective voice (through a
committee) in how the company is re-structured. Customers should
not be affected.

The Thaxton Group has been serving the Carolinas for more than 50
years, specializing in consumer loans and health/life insurance.
It serves 11 states, including the Carolinas, and has been family
owned since its inception. The Thaxton Group employs nearly 1,000
people in more than 200 hundred offices.


THAXTON GROUP: Seeks Court OK to Pay Critical Vendors' Claims
-------------------------------------------------------------
The Thaxton Group, Inc., and its debtor-affiliates are seeking for
the U.S. Bankruptcy Court for the District of Delaware's approval
to pay the prepetition claims of certain critical vendors, with
whom the Debtors continue to do business and whose services are
essential to the Debtors' operations.

The Debtors report that the services provided by the Critical
Vendors are unique information technology services and integrated
credit reporting services that are instrumental in the Debtors'
consumer finance business.

The Debtors believe that the payment of the Critical Vendor Claims
is necessary to continue the Debtors' consumer finance operations,
preserve the Debtors' enterprise value and allow the Debtors to
reorganize in a manner that will maximize value for the Debtors'
estate, creditors and other stakeholders. The Debtors submit that
the maximum aggregate value of Critical Vendor Claims that may be
paid pursuant to this Motion will not exceed $50,000.

The Debtors assure the Court that they do not wish to pay all
Critical Vendor Claims. While the Debtors believe that they must
continue to receive the services provided by all of the Critical
Vendors in order to avoid disruption to the Debtors' operations,
preserve the enterprise value of the Debtors' business and achieve
the successful reorganization of the Debtors' businesses, they
recognize that in many cases payment of a Critical Vendor's
prepetition claims will not be necessary to facilitate the
continued delivery of such services. Rather, the Debtors' believe
that many of its Critical Vendors will continue to do business
with the Debtors postpetition because doing so simply makes good
business sense - even without the payment of prepetition claims.

In some cases, however, the Debtors anticipate that, among other
things, Critical Vendors:

     a) may refuse to deliver services without payment of their
        prepetition claims;

     b) may refuse to deliver services on reasonable credit
        terms absent payment of prepetition claims, thereby
        effectively refusing to do business with the Debtors; or

     c) may suffer significant financial hardship, such that the
        Debtors' non-payment of prepetition claims would destroy
        a Critical Vendor's business and therefore its ability
        to supply the Debtors services.

It is in cases like these - where non-payment of Critical Vendors'
claims would lead to the interruption of the delivery of necessary
services - that the Debtors seek to exercise their discretion to
pay Critical Vendor Claims.

Headquartered in Lancaster, South Carolina, The Thaxton Group,
Inc., is a diversified consumer financial services company.  The
Company filed for chapter 11 protection on October 17, 2003
(Bankr. Del. Case No. 03-13183).  Michael G. Busenkell, Esq., and
Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell
represent the Debtor in their restructuring efforts.  When the
Company filed for protection from it creditors, it listed
$206,000,000 in total assets and $242,000,000 in total debts.


TRITEAL: Mails Notice of Intended Distribution to Shareholders
--------------------------------------------------------------
TriTeal Corporation (PK:TEAL) announced that notice of its
intended distribution to all holders of the Company's Common Stock
as of October 15, 2003 was sent via first class mail on
October 16, 2003.

Pursuant to the Company's Plan of Liquidation, which was approved
by the Court on December 7, 1999, holders of the Company's Common
Stock as of the Record Date are entitled to receive a pro-rata
distribution of remaining cash after all claims and expenses have
been resolved and paid in accordance with the Plan of Liquidation.

The Company's transfer agent, American Stock Transfer and Trust
Company, will act as paying agent for the Distribution. In order
to receive such Distribution, each owner of the Company's Common
Stock is required to surrender his/her stock certificates
evidencing such ownership of the Company's Common Stock within 60
days following mailing of notice of the intended Distribution (the
"60-Day Notice Period"), or December 15, 2003.

Pursuant to the Company's Plan of Liquidation, after expiration of
the 60-Day Notice Period any shares of the Company's Common Stock
which have not been surrendered will be rendered void and of no
value.

The Company previously announced that trading in its stock would
halt effective with the close of the stock market on the Record
Date; however, the Company has been notified by NASDAQ that
trading will continue over-the-counter under the symbol TEAL.PK
until expiration of the 60-Day Notice Period, or December 15,
2003.

The Company estimates that the Distribution will range from $0.41
to $0.46 per share of Common Stock; however, at this time, the
exact amount of such Distribution remains undetermined.

As reported in Troubled Company Reporter's October 14, 2003
edition, the United States Bankruptcy Court for the Southern
District of California approved a record date of October 15, 2003
for a pro-rata cash distribution to holders of TriTeal's Common
Stock.


TURNSTONE SYSTEMS: Reports $1.4 Million in Net Loss for Q3 2003
---------------------------------------------------------------
Turnstone Systems, Inc. (Nasdaq: TSTN) reported financial results
for the fiscal quarter ended September 30, 2003.  

Net revenues for the quarter were $52,000.  Net loss for the
quarter was $1.4 million.  At September 30, 2003, the company had
cash and cash equivalents of $188.0 million.

The company also announced that on October 9, 2003, the U.S.
District Court for the Northern District of California granted
final approval of the $7.0 million settlement of a class action
suit that was brought against the company, certain of its officers
and directors and its underwriters on behalf of persons who
purchased common stock issued pursuant to the company's secondary
stock offering in September 2000.  The final settlement terms are
consistent with those previously announced by the company in July
2003, with insurance for the company's directors and officers
having paid approximately $6.1 million and the company having
contributed approximately $0.9 million in cash in September 2003.  
The settlement successfully resolves and dismisses all claims
against all defendants in the suit, without any admission of
liability by any party.

Turnstone is based in Santa Clara, California. For more
information about Turnstone, visit http://www.turnstone.com  

                         *      *      *

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

"If our stockholders vote against the plan of dissolution of
Turnstone Systems, it would be very difficult for us to continue
our business operations.

"If our stockholders do not approve the plan of dissolution and
liquidation of Turnstone Systems, Inc. at our 2003 annual meeting
of stockholders, we would have to continue our business operations
from a difficult position, in light of our announced intent to
liquidate and dissolve. We are not actively marketing or selling
any of our products, and have generally ceased normal business
operations, terminated substantially all of our employees and
severed all of our supplier and customer relationships.
Prospective employees, suppliers, customers and other third
parties may refuse to form relationships or conduct business with
us if they do not believe we will continue to operate as a going
concern."


UNITED AIRLINES: Enters into Morgan Stanley Jet Fuel Supply Pact
----------------------------------------------------------------
As part of their restructuring, United Air Lines, Inc., and
United Aviation Fuels Corporation undertook a major initiative to
review their jet fuel procurement strategy.  They solicited
proposals from third parties for jet fuel supply, with the goal
of lowering the total cost of ownership associated with jet fuel
procurement.  Through this process, the Debtors devised a method
for reducing the working capital demands of their current fuel
supply arrangement while maintaining access to a low cost fuel
supply.

In 2002, United purchased $2,800,000,000 in fuel.  However,
United's fuel supply strategy requires over $250,000,000 in
working capital to prepay fuel purchases, maintain fuel inventory
and manage accounts receivables from third party fuel sales.  
James H.M. Sprayregen, Esq., at Kirkland & Ellis, warns that this
strategy carries risks:

   -- United's working capital needs require low cost of capital;

   -- United faces credit risk from third party sales; and

   -- the trading environment for fuel can be volatile.

Several months ago, United invited over 20 parties, including oil
companies, fuel resellers and fuel traders, to submit partnership
proposals.  United reviewed the proposals and began negotiations.  
United determined that Morgan Stanley Capital Group presented the
most advantageous partnership arrangement for the supply of jet
fuel.  Consequently, United and Morgan Stanley negotiated a
Supply Agreement.

In general, under the Supply Agreement, Morgan Stanley will:

   (a) supply 100% of United's fuel requirements at 35 selected  
       airport locations in the U.S.;

   (b) at certain airports, perform all pipeline supply
       requirements at cost, assume United's local supply
       contracts and resell the fuel at cost, and carry all
       United's inventories;

   (c) perform and finance third party fuel sales; and

   (d) perform all fuel trading.

United and Morgan Stanley will share the profits from Morgan
Stanley's sale of jet fuel to other airlines from the fuel
inventories that Morgan Stanley maintains to supply United.  
Additionally, the Parties will share profits from trading
transactions between Morgan Stanley and non-airline third
parties.  However, United will not bear any risk of loss from
these transactions.

Pursuant to the Supply Agreement, United will:

   (a) purchase fuel from Morgan Stanley;

   (b) negotiate selected local supply contracts and third party
       sales on Morgan Stanley's behalf;

   (c) sublease certain United infrastructure agreements to
       Morgan Stanley;

   (d) assume and assign selected third party sale agreements,
       bulk supply agreements and local supply agreements to
       Morgan Stanley;

   (e) prepay Morgan Stanley daily for its projected fuel
       purchases, with a monthly true-up; and

   (f) provide Morgan Stanley with the Deposit.

The Supply Agreement has a three-year term with a two-year
renewal period and early termination provisions.  At the end, all
fuel contracts, histories and infrastructure will revert to
United.

In short, the Supply Agreements will ensure a ready supply of jet
fuel at a competitive cost to United.  United has the right to
share the profits generated by Morgan Stanley's sales and trading
activity.  The Supply Agreement will reduce United's working
capital requirements and market risks and will result in an
estimated savings of $5,000,000 per year.

Mr. Sprayregen tells the Court that the Supply Agreement,
including details on the Deposit, contains confidential
information.  Accordingly, it is filed in redacted form.  The
Official Committee of Unsecured Creditors, the DIP Lenders and
any party having a direct interest in the Supply Agreement will
be provided with the unredacted version, subject to signed
confidentiality agreements.

Judge Wedoff grants the Debtors' request to enter into the Fuel
Supply Arrangement with Morgan Stanley.  (United Airlines
Bankruptcy News, Issue No. 29; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


UNITEDGLOBALCOM: UGC Europe Shareholders Urged to Nix Offer
-----------------------------------------------------------
UGC Europe, Inc., (Nasdaq: UGCE) announced that, after careful
consideration, including a thorough review with independent
financial and legal advisors, the Special Committee of the Board
of Directors of UGC Europe has determined that UnitedGlobalCom,
Inc.'s (Nasdaq: UCOMA) offer to exchange 9.0 shares of
UnitedGlobalCom's Class A common stock for each of the outstanding
shares of common stock of UGC Europe that it does not already own
is not in the best interests of UGC Europe's stockholders, other
than UnitedGlobalCom and its affiliates.  

Accordingly, the Special Committee recommends that UGC Europe's
stockholders reject UnitedGlobalCom's offer and not tender their
shares in the exchange offer. The Special Committee also noted
that it is in the process of arranging for the receipt of
additional information from UnitedGlobalCom.  The Special
Committee was advised by Goldman, Sachs & Co. and legal counsel,
Cleary, Gottlieb, Steen and Hamilton.

If stockholders have previously tendered shares and wish to
withdraw their shares, they should contact their broker or the
exchange agent, Mellon Investor Services LLC.

In connection with the exchange offer, UGC Europe will be filing
certain materials with the Securities and Exchange Commission,
including a Solicitation/Recommendation Statement on Schedule
14D-9, which is expected to be filed on October 20, 2003.  
Stockholders are urged to read the Solicitation/Recommendation
Statement on Schedule 14D-9 and any amendments thereto when they
become available because they will contain important information.  
Investors can obtain a free copy of the
Solicitation/Recommendation Statement on Schedule 14D-9 and any
amendments thereto when they come available and all other filings
by UGC Europe with the SEC at the SEC's Web site at
http://www.sec.gov  In addition, these materials may be
obtained free from UGC Europe by directing a request to UGC
Europe, Inc., 4643 South Ulster Street, Suite 1300, Denver,
Colorado 80237, 303-220-4204, Attention: Investor Relations.

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

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


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

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

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

   (b) fix certain procedures with respect to the Acquisition
       Motion.

Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, asserts that filing the Acquisition Motion
under seal is warranted due to the nature of its contents and the
impact the information it contains could have on the Debtors and
on the Seller should the Acquisition Motion become public.

Mr. Heath says that the Acquisition Motion contains detailed
information regarding the existing business.  The Acquisition
Motion identifies:

   -- the name of the Seller,
   -- the location of the target business,
   -- a detailed description of the assets being purchased,
   -- the proposed purchase price, and
   -- the financial performance of the business.

The Debtors, particularly L&W, have historically engaged in
acquisitions of existing distribution businesses to establish
themselves in a new market or to fortify their position in an
existing market.  Mr. Heath informs the Court that it is the
Debtors' experience that a seller will not agree to enter into a
sale transaction if the seller's identity and the proposed
transaction are made known publicly prior to consummation of the
transaction.  The Seller of the Proposed Acquisition is no
different, Mr. Heath notes.  Apart from public relations,
employment and other issues, potential sellers have expressed
extreme concern that if the proposed acquisition were publicly
disclosed before consummation, the Seller's current suppliers of
gypsum wallboard would immediately refuse to supply products to
the seller because of either:

   * the likelihood that the Debtors would become the sole
     suppliers to the businesses to be operated by L&W upon
     completion of the transaction; or

   * policies of major wallboard producers against supply of
     gypsum wallboard to L&W or to businesses selling assets or
     stock to L&W.

A termination of supply would be disastrous for the seller, as it
would be for any distributor.  Mr. Heath contends that if the
proposed acquisition were not consummated, the seller's business
could be financially devastated.  Yet, even if the acquisition
ultimately was completed, the potential damage to the seller's
business pending completion of the sale resulting from the
withdrawal of suppliers -- and the potential corresponding loss
of customers -- could negatively impact both the seller and the
Debtors.  

Thus, Mr. Heath emphasizes, disclosure of information contained
in the Acquisition Motion will make the consummation of the
Proposed Acquisition exceedingly difficult, if not impossible.  
In fact, it is highly unlikely that the transaction will be
completed without the protections requested.

In addition, the Debtors believe that disclosing key financial
information, like the purchase price, would reveal confidential
commercial information and business strategies of the Debtors.  
Mr. Heath points out that L&W negotiated in five transactions
that have closed in the past 12 months under the Court-approved
acquisition procedures for smaller transactions, which do not
require public disclosure of the transaction terms.  Thus, Mr.
Heath maintains, not permitting the Debtors to file the
Acquisition Motion under seal would cause material future
prejudice to the Debtors and their estates with respect to future
acquisitions by the Debtors.

In light of confidentiality concerns, the Debtors previously
asked the Court to establish procedures where the Debtors
may acquire existing businesses of a limited size without court
approval but upon notice to the U.S. Trustee, the Committees and
the Futures Representative.  In February 2002, the Court approved
these procedures with respect to transactions involving
$7,500,000 or less, and the procedures subsequently were modified
with a May 2003 Order.  The Debtors have successfully utilized the
Acquisition Procedures over the course of their  Chapter 11 cases,
resulting in their expeditious and cost-effective review of
economically beneficial transactions.

Mr. Heath relates that the purchase price with respect to the
Proposed Acquisition exceeds the $7,500,000 cap established by
the Acquisition Procedures.  However, the same confidentiality
concerns that supported approval of the Acquisition Procedures are
present.

Accordingly, the Debtors seek to file the Acquisition Motion under
seal subject to these procedures:

   (a) The Debtors may file the Acquisition Motion with the Court
       under seal;

   (b) The Debtors will not be required to serve the Acquisition
       Motion on any party-in-interest other than:

       * the U.S. Trustee,
       * the counsel to the Committees,
       * the counsel to the Futures Representative, and
       * the counsel to the seller;

   (c) The hearing, if any, with respect to the Acquisition
       Motion will be held in camera and may only be attended by
       those parties who have received the Acquisition Motion;

   (d) All parties who receive a copy of the Acquisition Motion
       are directed to maintain the strict confidentiality of the
       Acquisition Motion and the information contained pursuant
       to the same terms established by the Acquisition
       Procedures Order; and

   (e) Any recipient of the Acquisition Motion that wishes to
       file any objection or response is required to:

       * omit any information that cannot be disclosed pursuant
         to the Acquisition Procedures Order; or

       * file the objection or response under seal.

Ultimately, the Debtors believe that the Seal Procedures are
necessary to ensure the confidentiality of the sensitive
commercial information contained in the Acquisition Motion so as
to permit the Proposed Acquisition to occur and to not prejudice
the Debtors in potential future negotiations with other
acquisition targets.  By providing the Acquisition Motion to the
notice party, the Debtors believe that all principal stakeholders
in these cases will have an opportunity to fully review and
assess the Proposed Acquisition. (USG Bankruptcy News, Issue No.
54; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WEIRTON STEEL: Provides Overview of Emergence Business Plan
-----------------------------------------------------------
Weirton Steel Corporation's emergence business plan is predicated
first on making its sheet steel productions a viable economic
asset.  The emergence business plan is premised on Weirton's
belief that a two blast furnace operating configuration under the
reconstituted cost structure results in the highest economic value
by maximizing cash flow and minimizing operating risks.  The
combination of Weirton's emergence business plan and bankruptcy
initiatives are designed to result in a profitable integrated
steel producer with a packaging materials emphasis.

D. Leonard Wise, Chief Executive Officer of Weirton Steel
Corporation, relates that Weirton's emergence business plan is
founded on five key business initiatives:

A. Immediate Cost Savings Plan

   Beginning in early 2003, Weirton began a comprehensive
   campaign to eliminate at least $146,000,000 of annual costs.  
   The major cost categories and the status of completion are:

                                                     Forecasted
                                         Byrd Bill   Annualized
                                         Business    Savings at
                                         Plan        12/31/03
                                         ---------   ----------
   Estimated savings implemented:
   Vendor Contracts                        $10.0        $9.4
   Pension Freeze                           17.2        17.2
   Wage Freeze and 5% Reduction             21.6        21.6
   Two Tier Wage System                      4.8         2.9
   Operational Initiatives                   9.0        18.5
   Active Medical -- Salaried Employees      2.0         2.0
   Mill Overhead, SG&A and Exempt Layoffs    6.0         6.0
                                         ---------   ----------
                                           $70.6       $77.6

   Additional savings not yet implemented:
   Vendor Contracts                         $7.0        $9.2
   OPEB Modifications                       26.2        26.2
   Resolution of Pension Funding Issues     33.0        33.0
   Active Medical -- Represented Employees   8.0         8.0
   Mill Overhead, SG&A and Exempt Layoffs    2.0         2.0
                                         ---------   ----------
                                            76.2        78.4

      TOTAL MODELED SAVINGS               $146.8      $156.0
                                         =========   ==========

   In February 2003, Weirton obtained the approval of the
   Independent Steelworkers' Union to reduce hourly wages, freeze
   the pension plan and allow for a "two-tier" wage system that
   pays new employees at 75% of the contract rate.  The
   February 5, 2003, Settlement Agreement to the Collective
   Bargaining Agreement provided more than $40,000,000 of annual
   cost savings.  In addition, as a result of its bankruptcy
   filing, Weirton has not been obligated to make estimated
   payments of more than $70,000,000 per year to fully fund the
   Pension Plan.  With respect to operations and overhead
   savings, in calendar year 2003, Weirton experienced a 12%
   reduction of its non-represented workforce and implemented
   other efficiency programs to realize its $17,000,000 of
   budgeted annual savings.  

   Subsequent to its bankruptcy filing, Weirton engaged in
   extensive negotiations with suppliers on new contracts that
   provide a high degree of confidence that Weirton will actually
   exceed the budgeted $17,000,000 savings.  Accordingly, the
   principal open item of projected savings pertains to
   eliminating annual retiree healthcare obligations for
   $26,000,000 per year.  Weirton has aggressively sought to form
   a Section 1114 Committee and previously set a target of
   November 2003 to either consensually or unilaterally obtain
   the projected OPEB cost savings.  It is expected that Weirton
   would sponsor for the benefit of affected retirees a variable
   plan based on its profitability after debt service
   obligations.

B. Additional Labor Savings to Achieve "ISG Model" Cost Structure

   Weirton has thoroughly examined its existing work rule
   requirements and discovered significant inefficiencies that,
   if eliminated, are estimated to provide more than $40,000,000
   of additional annual cost savings.  Weirton began discussing
   these items with the ISU in April 2003.  Weirton continues to
   aggressively negotiate for the long-term collective bargaining
   agreement that will be necessary in connection with its
   emergence strategy.  

C. Focus on Expanding High Margin, Value-Added Tin Shipments

   The emergence business plan reflects a continuation of
   Weirton's long-time strategy as a tin producer recognizing
   that Weirton was founded 95 years ago as a tin company and
   then backward integrated to producing steel.  Weirton is the
   second largest tin producer in the United States and in
   certain cases, the sole supplier of tin to major can company
   facilities.

   In addition, Weirton has been aggressively improving on-time
   delivery and other customer service attributes to increase its
   market share.  In particular, Weirton is targeting to expand
   its market share with the largest can maker in the United
   States.  During the first six months of calendar year 2003,
   Weirton's market share in the tin market has increased from
   24% to 27%.  The emergence business plan reflects a
   continuation of Weirton's success in the tin market, resulting
   in projections for 75,000 to 100,000 tons of additional tin
   shipments per year from historical levels.  The positive shift
   in product mix provides an important incremental cash
   contribution of approximately $12,000,000.

   Furthermore, Weirton developed a new coating technology to
   extrude a thin layer of polymer on to a steel strip, allowing
   for lower raw material costs and higher application speeds for
   any painted or lacquered steel product.  Weirton protected its
   technology, with pending patents, and secured an exclusive
   supply agreement for the raw materials necessary for the
   polymer coatings.  Weirton's polymer coating expects to be
   effective for the most aggressive pack media and should reduce
   can manufacturing costs through fewer line switches and lower
   inventory requirements by using the same coating for all cans
   produced.  Moreover, increasingly stringent environmental
   standards related to solvent-based lacquers should further
   increase demand for polymer.

D. Promptly Consummate a Responsible Plan of Reorganization

   Weirton filed for Chapter 11 protection in order to target
   specific areas of its business model in a timely manner and
   emerge as a financially strengthened enterprise situated to
   capitalize on the consolidating steel industry.  The projected
   debt levels associated with emergence financing are projected
   to result in a significantly improved balance sheet, thereby
   allowing Weirton to maximize financial flexibility in its
   capital structure.

E. Opportunistically Pursue Selective "Add On" Acquisitions

   The emergence business plan reflects Weirton's expectation
   that it will internally generate significant capital from
   operations, which will be retained to provide a conservative
   cushion to service debt in potentially volatile steel markets.  
   Likewise, Weirton's emergence strategy focuses on an ability
   to capitalize on acquisition opportunities that add scale to
   its steel-making operations and expand its specialty metals
   presence.  During the last three years, Weirton has evaluated
   a number of acquisition targets to facilitate consolidation of
   the steel industry. Although no acquisitions are assumed in
   Weirton's emergence business plan, the strategies listed are
   designed to result in Weirton becoming a financially strong
   and logical consolidator in the specialty metals market.
   (Weirton Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
   Service, Inc., 609/392-0900)  


WESTPOINT STEVENS: Asks Court to Fix Key Employee Retention Plan
----------------------------------------------------------------
WestPoint Stevens Inc., and its debtor-affiliates relate that
their ability to maintain business operations and preserve value
for their estates is dependent on the continued employment, active
participation, loyalty and dedication of key employees who possess
the knowledge, experience and skills necessary to bring optimum
support to the Debtors' business operations.  The Debtors believe
that the ability to stabilize and preserve their business
operations and assets will be substantially hindered if they are
unable to retain the services of these employees.

Michael F. Walsh, Esq., at Weil, Gotshal & Manges LLP, in New
York, tells the Court that as a result of the general downturn in
the Debtors' industry, the Debtors' began closing certain of
their plants and warehouses before the Petition Date.  Additional
closures and plant rationalizations are anticipated under the
Debtors' business plan.  These circumstances have had a
significant negative impact on employee morale and have heightened
anxiety.  Mr. Walsh explains that an environment in which
employees fear for the security of their jobs and of their future,
and the future stability of their employer is destabilizing and
not conducive to optimal work productivity.  In this kind of
environment, it is difficult for employees to focus adequately on
their daily responsibilities, let alone long-term strategies and
objectives.  It is also a challenge for the Debtors' senior
management to retain talented and dedicated personnel.

To combat these uncertainties, reward employees for shouldering
the additional burdens imposed by the commencement of these
Chapter 11 cases, as well as maintain employee morale and
dedication, the Debtors decided to implement a retention and
severance program.  The Debtors retained KPMG LLP's compensation
advisory services to review existing policies, provide market
information, and make recommendations towards the establishment
of a key employee retention and severance program.  KPMG
undertook an extensive analysis of the Debtors' existing bonus
and severance plans and conducted interviews with the Debtors'
employees.  KPMG also examined numerous retention and severance
plans established by other companies in bankruptcy proceedings,
and produced a detailed comparison of the 15 plans adopted by
those companies operating in Chapter 11 that are most comparable
to the Debtors in terms of size, operations and financial
condition.  Based on the results of its analysis, KPMG
recommended that the Debtors adopt a key employee retention plan
consisting of a combination of stay bonuses, performance
incentives, emergence bonuses, and severance protections.

However, after careful consideration and consultation with their
advisors, the Debtors determined that adopting a more narrowly
tailored program containing only a performance incentive and
severance program would best align their employees' and creditors'
interests, and at the same time provide the necessary incentive to
retain key employees.

                 The Performance Incentive Program

Mr. Walsh relates that the Performance Incentive Program proposed
under the KERP is substantially similar to the Debtors' existing
Senior Management Incentive Plan except that it has been modified
to match the covenants set forth in the Debtors' DIP Facility and
business plan.  Under the Management Incentive Plan, bonuses are
earned upon the achievement by an employee's individual division
of certain performance targets.  The targets were specific to the
individual division and related to predetermined levels of return
on invested capital.

In furtherance of aligning employee and creditor or lender
interests, the performance targets under the Performance Incentive
Program have been modified to reflect achievements of wide levels
of EBITDA and cash availability, which are metrics more commonly
associated with creditor or lender interests.  These targets were
fully negotiated and implemented pursuant to an amendment to the
Debtors' DIP Facility and have been incorporated into the Debtors'
five-year business plan.

There are 245 employees eligible for bonuses under the Performance
Incentive Program.  These eligible employees are divided into five
groups that are based on the level of seniority and
responsibility.  Provided that the maximum performance targets are
reached, $4,484,076 will be paid per quarter.  For each
performance target, each eligible employee will be paid a
percentage of the base salary as a bonus.  Base Salary is defined
as salary earnings, plus any tax deferred earnings that are
deducted from gross salary to arrive at W-2 salary earnings --
that is, Section 401k savings -- and exclusive of any incentive
payments and any non-financial recurring adjustments, like
relocation expenses.

The participants will receive a quarterly incentive payment equal
to a percentage of their quarterly salary, based on achieving 80%
to 120% of the EBITDA, as projected in the Debtors' business
plan.  The participants will also receive a quarterly incentive
payment equal to a percentage of their quarterly salary, based on
achieving 80% to 120% of cash availability.  The bonus pool for
the Performance Incentive Program will be funded when the
established goals are met, and the payments will be paid in
quarterly lump sums after a determination of actual performance
and the calculation of each individual's incentive awards.

For each quarterly target date, the Debtors set two separate
predetermined target levels.  One target level is based on the
EBITDA and the second target level is based on cash availability
goals.  Each target level must be achieved before each applicable
period ending date.  Achievement of each of the Target Levels
will account for 50% of a potential individual's bonus.  If one
of the Target Levels is achieved while the other is not, the
eligible employee will still be entitled to receive the
corresponding bonus payout associated with the Target Level
achieved.

The payouts under the Performance Incentive Program are calculated
using the targets for the EBITDA and Cash Availability.  Each
period ending date has a corresponding minimum, target, and
maximum goals.  The minimum goal represents the base level
necessary to achieve any bonus payout.

The target goal represents the level at which the Debtors expect
to perform while the maximum goal represents the level needed to
be achieved for the maximum bonus payout:

                    EBITDA Target Levels/Goals

   Period Ending        Minimum         Target        Maximum
   -------------        -------         ------        -------
   09/30/2003       $31,721,600    $39,652,000    $47,582,400
   12/31/2003        32,920,000     41,150,000     49,380,000
   03/31/2004        26,684,800     33,356,000     40,027,200

               Cash Availability Target Levels/Goals

   Period Ending        Minimum         Target        Maximum
   -------------        -------         ------        -------
   09/30/2003       $77,182,400    $96,478,000   $115,773,600
   12/31/2003       110,614,400    138,268,000    165,921,600
   03/31/2004        93,376,800    116,721,000    140,065,200

Aside from modifying the Target Levels for the achievement
calculation of the performance goals, the Performance Incentive
Program also modifies the proposed layouts for certain groups of
eligible employees.  The increase in bonus levels will be limited
to the most senior officers and employees of the Debtors.  Under
the new KERP, the employees in Groups 3 and 4 will be able to
achieve partial bonuses through achievement of performance levels
of one of the Target Levels.

A comparison between the percentage payouts under the Management
Incentive Plan and the payouts proposed under the Performance
Incentive Program is summarized:

______________________________________________________________
|                                                              |
|                Payouts as % of Base Salary in                |
|             Old Management Incentive Plan and in             |
|              New Performance Incentive Program               |
|______________________________________________________________|
|              |               |               |               |
| Category of  |    Minimum    |     Target    |    Maximum    |
| Eligible     |_______________|_______________|_______________|
| Employee     |       |       |       |       |       |       |
|              |  Old  |  New  |  Old  |  New  |  Old  |  New  |
|______________|_______|_______|_______|_______|_______|_______|
|              |       |       |       |       |       |       |
|   Group 1A   |  30%  |  50%  |  60%  | 100%  | 120%  | 200%  |
|   Group 1    |  25   |   7.5 |  50   |  75   | 100   | 150   |
|   Group 2    |  15   |  25   |  30   |  50   |  60   | 100   |
|   Group 3    |  10   |  10   |  20   |  20   |  40   |  40   |
|   Group 4    |   7.5 |   7.5 |  15   |  15   |  30   |  30   |
|______________|_______|_______|_______|_______|_______|_______|


If on the period ending September 30, 2003, the Debtors achieved
the Target Levels, the $39,652,000 EBITDA and the $96,478,000
Cash Availability, a Group 2 employee will be entitled to a bonus
payout equal to 50% of the Base Salary.  Under the Management
Incentive Plan, a Group 2 employee would have been entitled to a
bonus payout of only 30% of Base Salary.

If, however, on September 30, 2003 the Debtors achieved the
$39,652,000 EBITDA but only achieved the $77,182,400 minimum Cash
Availability, a Group 2 employee would be entitled to receive a
bonus equal to half of the 50% of the employee's Base Salary --
corresponding to the achievement of the target EBITA level -- and
25% of 50% of the employee's Base Salary, corresponding to the
achievement of the minimum Cash Availability level.

Under the Management Incentive Plan, the entire bonus was based
on the achievement of a single goal and not achieving that goal
would mean no bonus, unlike in the Performance Incentive Program.

                        The Severance Plan

As part of the KERP, the Debtors also intend to introduce a new
severance plan for their top 22 key executives.  The Debtors
identified these 22 executives as vital to their ability to
continue operating effectively.  Included in the Severance Plan
are the Debtors' Chief Executive Officer and Chief Financial
Officer and other senior management employees.  Group 1A
executives will be entitled to a lump-sum payment, on termination
without "cause," equal to three times their base salary.  Group 1
executives will be entitled to a lump-sum payment, on termination
without "cause," equal to one-and-a-half times their base salary.

No employee will be eligible for payment under the Severance Plan
if his or her employment is terminated for "cause" or if the
employee terminates his or her employment at will.  The Severance
Plan will replace any current contractual severance agreements
that exist between these employees and the Debtors.  The Debtors
estimate that the aggregate additional cost of the Severance Plan
over and above the current amount for salaried employees will not
exceed $3,700,000.

All other salaried employees will be entitled to the severance
they have earned under the Debtors' existing Separation Plan for
Salaried Employees.  Under the Separation Plan, the employees are
entitled to two weeks base salary, not including bonus, overtime
pay, or incentive pay, for each year of service with the Debtors
up to a maximum of one year's pay.

The Debtors contend that the implementation of the Performance
Incentive Program and the Severance Plan under the proposed KERP
will aid the rehabilitative efforts by increasing the likelihood
of retaining the services of valuable, key employees.

The Debtors have consulted with the advisors to the Official
Committee of Unsecured Creditors and the bank steering committee
and presented the details of the KPMG plan.  The Debtors will
continue to discuss the KERP with these constituencies and seek
to obtain their support of the KERP in its entirety.

By this motion, the Debtors ask the Court to approve their Key
Employee Retention Plan. (WestPoint Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc., 609/392-0900)  


WINN-DIXIE STORES: Board Declares $0.05 Per Share Cash Dividend
---------------------------------------------------------------
The Board of Directors of Winn-Dixie Stores, Inc. (NYSE: WIN)
announced the declaration of a cash dividend of 5 cents per share
on the Company's common stock for the quarter ended September 17,
2003. The dividend is payable on November 17, 2003, to
shareholders of record at the close of business November 3, 2003.

"On October 8, 2003, we reported relatively flat earnings of $0.01
per share," Winn-Dixie President and Chief Executive Officer,
Frank Lazaran stated. "Increased sales and earnings have to come
from the execution of our sales and marketing plan, but are
dependent on customer acceptance. Dividends are paid out of
current results. The Board of Directors will closely monitor the
payout ratio throughout the remainder of the fiscal year. The
declaration of the dividend by the Board shows confidence in the
Company."

Winn-Dixie Stores, Inc. (NYSE: WIN) is one of the largest food
retailers in the nation and ranks 149 on the FORTUNE 500(R) list.
Founded in 1925, the Company is headquartered in Jacksonville, FL,
and operates 1,078 stores in 12 states and the Bahamas. Frank
Lazaran serves as President and Chief Executive Officer. For more
information, visit http://www.winn-dixie.com

                         *    *    *

As reported in Troubled Company Reporter's October 13, 2003
edition, Moody's Investors Service placed all ratings of
Jacksonville, Florida-based supermarkets operator Winn-Dixie
Stores, Inc. under review for downgrade. These were:

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

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

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

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

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

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


WINSTAR COMMS: Court Orders Ch. 7 Trustee to Pay General Motors
---------------------------------------------------------------
On behalf of General Motors Acceptance Corporation, Mark Minuti,
Esq., at Saul Ewing LLP, in Wilmington, Delaware, argues that the
Winstar Communications' Chapter 7 Trustee's Complaint:

   (a) fails to state a claim upon which relief can be granted;

   (b) should be dismissed under the doctrine of unjust
       enrichment; and

   (c) is barred by the doctrines of estoppel and waiver.

                  Parties' Stipulation of Facts

General Motors and the Debtors' Chapter 7 Trustee agree to
establish certain information as facts for the purpose of the
proceedings:

    (1) Prior to the Petition Date, General Motors and one or
        more of the Debtors were parties to a number of certain
        retail installment sales contracts, pursuant to which
        General Motors financed the Debtors' purchase of 52
        vehicles;

    (2) General Motors holds a valid, first priority, perfected,
        purchase money security interest in the Vehicles;

    (3) As of the Petition Date, the balance due under the
        Contracts was $484,727, exclusive of interest, costs and
        attorneys' fees;

    (4) On December 19, 2001, the Court approved the sale of
        substantially all assets of the Debtors to Winstar
        Holdings, LLC formerly known as IDT Winstar Acquisition,
        LLC, as assignee of IDT Winstar Acquisition, Inc.;

    (5) The Sale Order provided that the Purchased Assets
        transferred to Winstar Holdings' predecessor were
        transferred "free and clear of all Interests of any kind
        or nature whatsoever, with all such Interests to attach
        to the Sale Proceeds in the order of their priority, with
        the same validity, force and effect, which they now have
        as against the Purchased Assets, subject to the Carve-out
        and to any claims and defenses the Debtors or other
        parties may possess with respect thereto";

    (6) The Purchased Assets included the Vehicles;

    (7) Pursuant to the Sale Order, General Motors holds a valid,
        first priority, perfected, purchase money security
        interest in the Sale Proceeds equal to the value of the
        Vehicles;

    (8) The collective retail value of the Vehicles as of the
        Petition Date was $946,350;

    (9) The collective wholesale value of the Vehicles as of the
        Petition Date was $809,850;

   (10) The collective average value of the Vehicles as of the
        Petition Date was $719,075;

   (11) The collective retail value of the Vehicles as of the
        date of the sale of the Vehicles to Winstar Holdings was
        $760,450;

   (12) The collective wholesale value of the Vehicles as of the
        date of the sale of the Vehicles to Winstar Holdings was
        $634,575; and

   (13) The collective average value of the Vehicles as of the
        date of the sale of the Vehicles to Winstar Holdings was
        $697,512.

Nothing contained in the Stipulation of Facts is to be construed
by the Court as an admission by either party of a legal
entitlement to the proceeds of the sale of assets as a matter of
law.  

           Lucent Objects to the Value of the Vehicles

Lucent Technologies, Inc. argues that the valuation is based upon
the National Automobile Dealers Association publications and not
what Winstar Holdings paid for the Vehicles in the Sale.  

Rebecca L. Scalio, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, recounts that all of the Debtors' assets
were sold to Winstar Holdings in one transaction that generated a
purchase price substantially less than the aggregate value of the
assets.  Lucent, CitiCapital, General Motors and the Debtors'
postpetition secured lenders are asserting liens against the Sale
Proceeds.  Until the extent, validity and priority of Lucent,
CitiCapital and General Motors's liens against the Sale Proceeds
are known, Ms. Scalio asserts, the Court should not make any
determinations regarding the value of any of the liens for
purposes of allocating the Sale Proceeds.

Accordingly, Lucent asks the Court that the value of the vehicles
based on the stipulation not be determinative of the ultimate
allocation of the Sale Proceeds on account of the Vehicles.

               General Motors Seeks Summary Judgment

Pursuant to Rule 56(c) of the Federal Rules of Civil Procedure,
General Motors asks the Court for a final summary judgment on the
adversary proceedings commenced by the Chapter 7 Trustee against
General Motors, CitiCapital Financial Corporation and Lucent
Technologies, Inc., each asserting some claim to the proceeds of
the sale by virtue of prior existing liens on the assets.

Mr. Minuti asserts that as of the Petition Date and as of the
Sale Date, General Motors held a valid and perfected first
priority purchase money security interest in the sale of 52 motor
vehicles.  Furthermore, there is no genuine dispute as to any
material fact, and it is entitled, as a matter of law, to payment
in full of its principal, accrued interest and reasonable
attorneys' fees from the sale proceeds.

To prevail on a motion for summary judgment, a movant must meet
the statutory criteria set forth in Civil Rule 56 made applicable
to adversary proceedings by Rule 7056 of the Federal Rules of
Bankruptcy Procedure.  Civil Rule 56(c) reads, inter alia:

   "The Judgment sought shall be rendered forthwith if the
   pleadings, depositions, answers to interrogatories, and
   admissions on file, together with the affidavits, if any, show
   that there is no genuine issues as to many material fact and
   that the moving party is entitled to a judgment as a matter of
   law."

Based on the facts stipulated by the Chapter 7 Trustee and
General Motors, there is no dispute that General Motors held a
valid, first priority perfected, purchase money security interest
in the Vehicles.  It if further undisputed that pursuant to the
Sale Order, General Motors' purchase money security interest in
the collateral continues in any proceeds of the collateral.  

Mr. Minuti points out that General Motors did not waive or
otherwise relinquish its security interest in the Vehicles.  
Accordingly, General Motors' lien automatically attached to the
sale proceeds.

Mr. Minuti relates that the sole issue remaining is the
allocation and amount to be paid to General Motors on account of
its interest in the sale proceeds.  The parties have stipulated
that:

   -- the outstanding balance due under the Contracts as of the
      Petition Date was $484,727 exclusive of interest at the
      contract rate of 8-1/4% per annum, costs and attorneys'
      fees; and

   -- the value of the Vehicles, as of the Sale Date, range from
      a collective wholesale value of $634,575 to a collective
      retail value of $740,450 [sic.].  

Therefore, under either valuation method accepted by the Court,
General Motors is an oversecured creditor of the estate, Mr.
Minuti contends.

Section 506(b) of the Bankruptcy Code provides that an
oversecured creditor is entitled to contractual interest,
attorneys' fees, if reasonable, and costs to the extent that the
claim is oversecured.  To the extent that an allowed secured
claim is secured by property the value of which, after any
recovery under Section 506(c) is greater than the amount of the
claim, there will be allowed to the claim holder:

   -- interest on the claim, and

   -- any reasonable fees, costs, or charges provided for under
      the agreement under which the claim arose.

Therefore, a secured creditor may recover interest, fees and
costs from the difference between the principal amount of its
claim and the value of the collateral.

According to Mr. Minuti, at some point the quantum of the equity
cushion must be determined by determining the value of the
collateral and the amount of the claim.  Value in the context of
Section 506 is a fluid concept.  "[V]alue shall be determined in
light of the purpose of the valuation and of the proposed
disposition or use of the property, and in conjunction with any
hearing on such disposition or use or on a plan affecting such
creditor's interest."  

The Bankruptcy Court of the Northern District of Ohio ruled in In
re LTV Steel Company, Inc., et al., 285 B.R. 259, 267, that when
several assets are sold as one unit, courts generally determine
the value of each asset based on competent evidence.  Courts have
concluded that competent evidence of valuation may be determined
through various methods.  

Since the parties have stipulated that at all times relevant to
the proceedings, the Vehicles had a fair market value of at least
$634,575, and since the principal balance due to General Motors
never exceed the value of the Vehicles, there was substantial
equity in the Collateral at the time of the sale to satisfy
General Motors' claim under the Contracts.  Accordingly, General
Motors is entitled to be paid the value of its collateral from
the Sale Proceeds.  Thus, General Motors is entitled to summary
judgment in its favor, Mr. Minuti maintains.

                    Chapter 7 Trustee Responds

In its Motion for Summary Judgment, General Motors raised a new
argument for the first time, that "[t]o pay GMAC any less than
the full value of its claim would violate the takings clause of
the Fifth Amendment."  

This argument is untimely, according to Sheldon K. Rennie, Esq.,
at Fox Rothschild O'Brien & Frankel LLP, in Wilmington, Delaware,
For one, General Motors did not raise the argument in its motion
papers.  Clearly, a party cannot raise a new, albeit defective,
basis for the granting of summary judgment in the first instance
in its reply papers.  On that basis alone, General Motors'
"takings" argument should be rejected.

According to Mr. Rennie, the second, and more fundamental reason
that the "taking" argument must fail, is that General Motors had
an opportunity to object when the Debtors sought leave to sell
its assets to IDT Communications, Inc.  At that point, General
Motors, like any other secured creditor, had the right to object
and to require the Debtors to show which provision of Section
363(f) of the Bankruptcy Code allowed it to consummate that sale
without assuring that General Motors would be paid in full.

Section 363(k) protects secured creditors from having their
property sold without their consent by allowing them to credit
bid at the sale.  When it is unclear whether secured creditors'
bid rights under Section 363(k) are properly protected in a bulk
sale, the customary practice is for those creditors to object
prior to the sale, because the creditors do not know whether they
will be paid in full out of the sale proceeds.  

The Trustee is not aware of any objection by General Motors to
the IDT sale on the grounds that absent an allocation of sale
proceeds in advance of the sale, General Motors did not know
whether its Section 363(k) rights were being eviscerated.  

As a matter of equity, General Motors should not now be heard to
say that its property was taken without its consent when it had
every opportunity to prevent that taking and failed to act.  
General Motors can claim neither surprise nor prejudice that it
is now being asked to go through a process where the value of its
collateral is compared to the value of all assets sold and the
proceeds thereby received, in order to determine what portion of
those proceeds should be paid to it, Mr. Rennie points out.

                       *     *     *

Judge King orders the Chapter 7 Trustee to make an interim
payment to General Motors Corporation for $363,545, which
represents 75% of General Motors' Claim for $484,727, plus 75% of
the aggregate of:

   (1) accrued postpetition interest on the claim;

   (2) reasonable and necessary attorneys' fees; and

   (3) actual costs incurred not to exceed $697,512. (Winstar
       Bankruptcy News, Issue No. 49; Bankruptcy Creditors'
       Service, Inc., 609/392-0900)   


WORLDCOM INC: Reaches Pact to Settle 21st Century Claims Dispute
----------------------------------------------------------------
Twister Communications Network, Inc. provides pre-paid telephone
calling cards for which MCI WorldCom Network Services, Inc.
provided switching and line services under a contract.  Pursuant
to that business relationship, on May 19, 2000, MCI filed an
action against Twister captioned "MCI WorldCom Network Services,
Inc. v. Twister Communications Network, Inc.," in the 221st
Judicial District Court of Montgomery County, Texas, to recover
more than $30,000,000 in unpaid invoices.

Timothy W. Walsh, Esq., at Piper Rudnick LLP, in New York,
relates that on May 23, 2000, MCI and other petitioning creditors
initiated an involuntary bankruptcy proceeding against Twister in
the United States Bankruptcy Court for the Southern District of
Texas, Houston Division.  A trustee was appointed as Chapter 7
Trustee of the Twister Estate.

In the State Court Action, the Trustee, on Twister's behalf,
asserted counterclaims against MCI, seeking more than
$1,600,000,000 in damages, plus punitive damages equal to four
times the actual damages, plus attorneys' fees, costs and
expenses.  MCI denied the allegations asserted in the
counterclaims.

21st Century Communications, Inc., doing business as U.S.
Communications, eventually intervened in the State Court Action
and asserted claims against MCI.  MCI denies the allegations
asserted by 21st Century.  21st Century then timely filed a
$8,428,000 claim against the Twister Estate.

When the MCI Debtors filed for bankruptcy, 21st Century timely
filed a $14,994,135 claim against them, for the claims arising in
the State Court Action.

The Debtors objected to 21st Century's Claim and asked the Court
to disallow the entire Claim because:

   -- they do not have any liability to 21st Century; and

   -- the Claim amount is equal to the alleged or consequential
      damages 21st Century sought in the State Court Action.  
      In addition, the Claim is overstated and seeks damages
      on behalf of another entity that did not file a proof of
      claim.

Consequently, the Debtors and 21st Century decided to settle the
dispute and enter into a settlement agreement.  By this motion,
the Debtors ask Judge Gonzalez to approve the Agreement.

The salient terms of the Settlement Agreement are:

   (a) The 21st Century Claim against the Debtors will be allowed
       as a Class 6 Claim for $4,500,000; and

   (b) 21st Century will assign its Twister Claim to the Debtors
       without recourse.  21st Century will execute a Notice of
       Transfer of Interest to be filed with the Twister Estate.  
       21st Century will execute any documents necessary to
       effectuate the assignment of its Twister Claim to the
       Debtors.

Mr. Walsh informs the Court that the settlement, upon
satisfaction of certain conditions precedent, fully and finally
settles and resolves all claims asserted or which could have been
asserted by and between the Debtors and 21st Century related to
the State Court Action, the bankruptcy cases, and the 21st
Century claim on the Debtors.  The Settlement will also avoid the
uncertain outcome of a complicated, time-consuming and expensive
litigation. (Worldcom Bankruptcy News, Issue No. 40; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


WORLDSPAN: Ninan Chacko Appointed as SVP for Product Planning
-------------------------------------------------------------
Worldspan announced the appointment of Ninan Chacko to the
position of senior vice president - Product Planning.

The new position consolidates product planning and marketing
communications functions for Worldspan's traditional and online
travel agencies, travel suppliers and corporate customers.

"Ninan is an extremely talented executive and he brings a wealth
of skills and expertise to Worldspan's operations," said Rakesh
Gangwal, Worldspan chairman, president and chief executive
officer.

Previously, Chacko served as senior vice president of Emerging
Business at Sabre Holdings, where he led the development, launch
and operation of the company's hotel merchant business in the
travel agency channel.  Prior to that, he served in a variety of
leadership roles at Sabre, including senior vice president of
Marketing for Travel Marketing and Distribution, now known as
Sabre Travel Network.  In that position he was responsible for
strategy, industry affairs, marketing planning, advertising,
public relations, event planning and brand communications.  In
addition, he served as Sabre's senior vice president of
Information Technology Services, where he helped establish the
company's IT outsourcing business and developed strategies for
global airline alliances.

Chacko began his career as manager of Airline Engineering Services
for System One.  In 1990, he joined American Airlines' Decision
Technologies group, eventually rising to run all of Sales and
Marketing worldwide for the Airline Solutions business unit at
Sabre Holdings. He was educated in Asia, Europe and the U.S.,
earning master's and bachelor's degrees in aerospace engineering
at the University of Kansas.  He also graduated from Harvard
Business School's Advanced Management Program.

               Highly Speculative Credit Rating

As reported in Troubled Company Reporter's June 19, 2003 edition,
Standard & Poor's Ratings Services assigned a its 'B+' corporate
credit rating to Atlanta, Georgia-based Worldspan L.P. Standard &
Poor's also assigned ratings to Worldspan's $549 million of debt
securities to be issued in connection with its acquisition by
Citigroup Venture Capital and Teachers' Merchant Bank, based on
a review of proposed terms and conditions.

The debt securities consist of $315 million senior notes due 2011,
rated 'B-'; a $100 million secured term loan and $50 million
secured revolving credit facility, both maturing 2007, rated
'BB-'; and $84 million senior subordinated notes due 2011, rated
'B-'. The ratings outlook is stable.

                       About Worldspan

Worldspan is a leader in travel technology resources for travel
suppliers, travel agencies, e-commerce sites and corporations
worldwide. Utilizing fast, flexible and efficient networks and
computing technologies, Worldspan provides comprehensive
electronic data services linking approximately 800 travel
suppliers around the world to a global customer base. The company
offers industry-leading Fares and Pricing technology such as
Worldspan e-Pricing(SM), hosting solutions, and customized travel
products, including Worldspan Travel Enginuity(SM). Worldspan
enables travel suppliers, distributors and corporations to reduce
costs and increase productivity with best-in-class technology like
Worldspan Go!(R) and Worldspan Trip Manager(R). Worldspan is
headquartered in Atlanta, Georgia. Additional information is
available at http://www.worldspan.com


* Conner & Associates Gains Strength via CPAConnect Membership
--------------------------------------------------------------
Conner & Associates, a rapidly growing professional services firm
based in Southeastern Pennsylvania, has gained additional strength
in their service offerings through their membership in the
CPAConnect network, a network of independent accounting firms
which recently surpassed the 100-member mark.

CPAConnect is a companion network to CPAmerica International, one
of the largest networks of CPA and consulting firms in the world.
CPAConnect was founded in 1995. CPAConnect firms are sponsored by
the larger CPAmerica firms and have access to the resources and
expertise of affiliate CPAmerica and CPAConnect firms across the
country. Together, the two networks include nearly 200 firms with
more than 2,000 CPAs nationwide.

"Through CPAConnect, our firm has the ability to tap into the
resources and knowledge base of some of the nation's largest
independent firms," said Kevin Conner, Managing Director of Conner
& Associates. "We are also able to network with firms our own size
from every section of the country to stay abreast of the latest
developments in the profession."

For Conner & Associates clients, CPAConnect provides the close,
personal attention and loyalty of the local firm along with the
national and international resources and specialized expertise of
a larger firm. CPAmerica's strategic alliance with Horwath
International also allows CPAConnect members to deal with their
clients' international issues. Together, the Horwath, CPAmerica,
CPAConnect alliance has total firm revenues approaching $1
billion.

Founded in 1991, Conner & Associates is a professional services
firm that provides a full range of consulting, corporate finance,
tax and assurance services. The firm is a member of the SEC
Practice Section of the American Institute of Certified Public
Accountants. The directors of the firm hold membership in the
American and Pennsylvania Institute of Certified Public
Accountants, New Jersey Society of Certified Public Accountants,
the Association of Insolvency and Restructuring Advisors and the
American Bankruptcy Institute. Additional information about Conner
& Associates is available on their Web site at
http://www.connercpa.com


* Deloitte Admits 24 Partners, Principals & Directors in Chicago
----------------------------------------------------------------
Deloitte, one of the nation's leading professional services firm,
announced the admission of 24 new partners, principals and
directors in its Chicago practice, including 11 partners, four
principals and nine directors.

"We're thrilled to announce the admission of some of the Firm's
most valuable leaders as partners, principals and directors," said
Jeff Rohr, managing partner of Deloitte's Chicago office. "As the
Firm embarks on a period of growth and change as we launch the new
'Deloitte' brand in a challenging market, the leadership and
experience of these individuals will be crucial to both the
success of the firm and our clients."

Deloitte, one of the nation's leading professional services firms,
provides audit, tax, financial advisory services and consulting
through nearly 30,000 people in more than 80 U.S. cities. The firm
is dedicated to helping its clients and its people excel. Known as
an employer of choice for innovative human resources programs,
Deloitte has been recognized as one of the "100 Best Companies to
Work For in America" by Fortune magazine for six consecutive
years. "Deloitte" refers to Deloitte & Touche LLP and affiliated
entities. Deloitte is the US member firm of Deloitte Touche
Tohmatsu. Deloitte Touche Tohmatsu is a Swiss Verein
(association), and, as such, neither Deloitte Touche Tohmatsu nor
any of its member firms has any liability for each other's acts or
omissions. Each of the member firms is a separate and independent
legal entity operating under the name "Deloitte," "Deloitte &
Touche," "Deloitte Touche Tohmatsu" or other related names. The
services described herein are provided by the US member firm and
not by the Deloitte Touche Tohmatsu Verein. For more information,
please visit Deloitte's Web site at http://www.deloitte.com/us


* Eight Specialists Join Fasken Martineau's Quebec City Office
--------------------------------------------------------------
Louis Bernier, Managing Partner of Fasken Martineau, a leading
firm in corporate and litigation law in Canada, announced that
eight specialists in business, taxation, property financing and
development, and litigation law have joined its Quebec City
office.

The arrival of these new members, all from the firm Flynn Rivard,
is an important transformation of Quebec City's legal landscape.

"The firm continues to be a major force in the Canadian legal
market. Our presence was strengthened with the opening earlier
this year of our office in Calgary, and is now even stronger with
the addition of eight new members in Quebec City. We will again
distinguish ourselves on the international market with the opening
of our Johannesburg, South Africa office in November. This is
excellent proof of our firm's dynamism, solid growth and ability
to attract the best talent out there to create multidisciplinary
teams that meet all of our clients' legal and business needs,"
declared Louis Bernier.

"The arrival of eight new colleagues will add real value to our
existing teams of specialists and will help Fasken Martineau
consolidate its position as a leading player in Quebec City's
business law market," noted Claude Auger, Managing Partner of the
Montreal and Quebec City offices.

Here is a list and short biography of the eight new members who
will be joining Fasken Martineau in Quebec City:

Michel Leblond, (Quebec Bar, 1971) specializes in corporate and
labour law and acts as legal counsel and attorney for many
corporations. He also has experience as an industrial relations
advisor, and has had the opportunity to negotiate a wide range of
collective agreements and government agreements for the transfer
of public institutions. Michel will be joining our firm as Equity
Partner.

Rene Roy, (Quebec Bar, 1977) also a member of the Ordre des
comptables agrees du Quebec, specializes in taxation and corporate
law. He has particular expertise in corporate tax planning and in
the acquisition, sale, merger and reorganization of corporations.
Ren‚ will be joining our firm as Partner.

Yves Lacroix, (Quebec Bar, 1980) practices in corporate and
business law, with expertise in corporate financing, commercial
credit, as well as in banking, construction and agricultural law,
with a particular emphasis on credit and product marketing. Yves
will be joining our firm as Equity Partner.

Yves Letarte, (Quebec Bar, 1982) specializes in real estate law.
Yves is particularly recognized for his expertise in this field
and is frequently invited as lecturer. He will be joining our firm
as Equity Partner.

Yves Chasse, (Quebec Bar, 1988) practices mainly in real estate
law, especially as legal counsel representing financial
institutions and real estate owners in the financing, purchase or
sale of real estate. Yves counsels and represents his clients in
real estate litigation. He will be joining our firm as Partner.

Gary Makila, (Quebec Bar, 1990) specializes in commercial
litigation, banking law and business law. His expertise is much
sought after by financial and multinational institutions, notably
with regard to retail credit and insolvency. Gary will be joining
the firm as Partner.

S‚bastien Roy, (Quebec Bar, 1999) specializes in commercial law.
S‚bastien has particular expertise in intellectual property and
electronic commerce. He will be joining the firm as an Associate.

Julie Paquet, (Quebec Bar, 2002) specializes in corporate law and
mainly advises and represents non-profit corporations. Julie will
be joining our firm as an Associate.

Fasken Martineau is a leading Canadian business law and litigation
firm that is recognized for its strength and expertise in
financial services, corporate finance, securities, mergers and
acquisitions, mining and environmental law, aboriginal affairs,
taxation, wealth management, litigation, arbitration, labour and
employment law, human rights, intellectual property and
information technologies. More than 550 lawyers guarantee the firm
a solid presence in Vancouver, Calgary, Yellowknife, Toronto,
Montreal and Quebec City. Fasken Martineau also has offices in New
York and London, and is currently preparing to open an office in
Johannesburg, South Africa before the end of 2003. Fasken
Martineau DuMoulin LLP is a limited liability partnership under
the laws of Ontario.


* Jefferies Hires Gilbertson as Equity Research Assoc. Director
---------------------------------------------------------------
Jefferies & Company, Inc., the principal operating subsidiary of
Jefferies Group, Inc. (NYSE: JEF), announced the hiring of Susan
F. Gilbertson as Senior Vice President and Managing Director of
Equity Research. She will report to and work with Steven R. Black,
Director of Equity Research, in managing all aspects of the firm's
Equity Research Department.

Jefferies' research effort was started in 1992 and has grown
significantly since the firm hired Mr. Black in 1999. While equity
research is the largest component of the firm's overall research
effort, Jefferies also follows high yield, convertible and
international securities. Most recently, Jefferies announced the
addition of post-reorganization equity research in connection with
its Bulletin Board trading effort and to complement the firm's
high yield and distressed research of companies either in or
recently out of the bankruptcy process.

"Susan Gilbertson is an exceptional professional whose outstanding
experience and reputation on the Street will significantly enhance
Jefferies' equity research effort," commented Mr. Black. "We will
continue to expand our areas of research focus as we seek to offer
the greatest value for institutional investors."

"I am excited by Jefferies' entrepreneurial culture and look
forward to working with Steve Black in continuing to build one of
the best fundamental research firms on the Street," said Ms.
Gilbertson. "Jefferies' strong middle-market focus is full of
opportunity given how this area has been overlooked by the rest of
Wall Street."

Ms. Gilbertson has been involved in the securities industry for
nearly twenty years. Prior to Jefferies, she served as Managing
Director and Head of Equity Research at Cathay Financial LLC, and
previously in similar positions at ABN AMRO Inc. Ms. Gilbertson
also has related experience at Paribas Corporation, D.A. Campbell
Co. Inc., and Bankers Trust. She is based in the firm's New York
headquarters office.

Jefferies & Company, Inc., the principal operating subsidiary of
Jefferies Group, Inc. (NYSE: JEF), is a full-service investment
bank and institutional securities firm focused on the middle
market. Jefferies offers financial advisory, capital raising,
mergers and acquisitions, and restructuring services to small and
mid-cap companies. The firm provides outstanding trade execution
in equity, high yield, convertible and international securities,
as well as fundamental research and asset management capabilities,
to institutional investors. Additional services include
correspondent clearing, prime brokerage, private client services
and securities lending. The firm's leadership in equity trading is
recognized by numerous consulting and survey organizations, and
Jefferies' affiliate, Helfant Group, Inc., executes approximately
eleven percent of the daily reported volume of the NYSE.

Through its subsidiaries, Jefferies Group, Inc. employs more than
1,400 people in offices worldwide, including Atlanta, Boston,
Chicago, Dallas, London, Los Angeles, New York, Paris, San
Francisco, Tokyo, Washington and Zurich. Further information about
Jefferies, including a description of investment banking, trading,
research and asset management services, can be found at
http://www.jefco.com


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***