TCR_Public/031023.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, October 23, 2003, Vol. 7, No. 210

                          Headlines

AIRTRAN AIRWAYS: Private Offering Registration Statement Effective
ALLEGHENY TECHNOLOGIES: Undertakes Changes in Exec. Management
AMAZON.COM INC: Sept. 30 Net Capital Deficit Narrows to $1.1BB
AMERICAN NATURAL: Closes Convertible Secured Debenture Financing
AMERICAN PRODUCTION: Inks Pact to Sell Assets to Southborrough

ANC RENTAL: Has Until Nov. 28 to Continue Cash Collateral Use
AQUILA INC: Selling Aquila Sterling to Powergen UK Subsidiary
AVAYA INC: Reports Improved Fourth Fiscal Quarter Fin'l Results
BP INTERNATIONAL: Auditors Doubt Ability to Continue Operations
BIONOVA HOLDING: Fails to Meet AMEX Minimum Listing Requirements

BOYD GAMING: Third-Quarter Results Reflect Weaker Performance
BOYD GROUP: Will Make October 2003 Cash Distribution on Nov. 26
BUDGET GROUP: Committee Hires InteCap Inc. as Valuation Expert
CABLE SATISFACTION: Bankers Exercise Rights re Cabovisao Shares
CALPINE: Says Moody's Downgrade Has Less Impact on Operations

CALYPTE BIOMEDICAL: Provides Fiscal Year 2004 Financial Guidance
CHOICE ONE COMMS: Pulls Plug on PwC's Engagement as Accountants
COVANTA ENERGY: Treatment of Claims Under First Amended Plan
CROWN CASTLE: Declares Quarterly 6.25% Preferred Share Dividend
DELTA WOODSIDE: Q1 2004 Operating Results Enter Negative Zone

DISTRIBUTION MANAGEMENT: Ability to Continue Ops. Uncertain
DLJ MORTGAGE: Fitch Ratchets Classes B-4 Note Rating Up to B+
DOMAN INDUSTRIES: Monitor Files Progress Report on Restructuring
DT INDUSTRIES: Lenders Agree to Amend Senior Credit Facility
EAST COAST BEVERAGE: Changes Name to North American Food & Bev.

EASTGROUP PROPERTIES: Reports Improved 3rd-Quarter 2003 Results
EASYLINK SERVICES: Ptek Closes Purchase of Debt/Equity Interest
ENRON CORP: Hires Innisfree as Balloting and Tabulation Agent
ESSENTIAL THERAPEUTICS: Reorganization Plan Declared Effective
EXIDE TECHNOLOGIES: S&P Rates Proposed Sr. Sec. Bank Facility BB-

EXIDE TECHNOLOGIES: Provides Solicitation and Tabulation Results
FEDERAL-MOGUL: Sept. 30 Balance Sheet Upside-Down by $1.3 Bill.
FISHER SCIENTIFIC: Prices $150-Mil. of Senior Subordinated Notes
FLEMING: BancorpSouth Seeks Stay Relief to Allow Foreclosure
GENERAL BINDING: Third Quarter Results Show Slight Improvement

GEORGETOWN STEEL: Commences Chapter 11 Restructuring Proceedings
GEORGETOWN STEEL: Case Summary & 20 Largest Unsecured Creditors
GERDAU AMERISTEEL: Will Host Q3 Conference Call on October 31
GLEACHER CBO: S&P Affirms BB+ Ratings on Class B-1 & B-2 Notes
HASBRO INC: S&P Affirms BB+ Rating & Revises Outlook to Stable

HASBRO INC: Sues Maker of Highly Offensive Ghettopoly Game
HOUGHTON MIFFLIN: Fitch Cuts Senior Ratings to Low B/Junk Levels
HOVNANIAN ENTERPRISES: Fitch Assigns 'BB+' to $215MM Debt Issue
I2 TECHNOLOGIES: Sept. 30 Net Capital Deficit Narrows to $250MM
INTEGRATED HEALTH: Has Until March 10, 2004 to File Final Report

INTRAWEST CORP: Will Redeem All of Outstanding 9.75% Sr. Notes
ITC DELTACOM: Asks Court to Enter Final Decree to Close Case
KAISER ALUMINUM: Retiree Claims Exempted from Bar Date Order
LB COMMERCIAL: Fitch Junks Rating on Class G Notes at CCC
LEAP WIRELESS: Bankruptcy Court Confirms Joint Chapter 11 Plan

LEAP WIRELESS: Stipulation Assuming Nokia Purchase Pacts Okayed
LENNOX INT'L: Reports Flat Third-Quarter 2003 Financial Results
LOG ON AMERICA: Ch. 7 Trustee Taps Wallick as Collection Counsel
LTV: Liquidation Debtors Want Court to Fix Solicitation Protocol
MEDIACOM COMMS: Will Host Q3 2003 Teleconferece on November 5

METALS USA: J. Hageman Acquires 1,686 of Metals USA Shares
METROCALL INC: Oaktree Capital Discloses 6.03% Equity Stake
MILACRON INC: Will Publish Third-Quarter Results on October 31
MIRANT CORP: Proposes Uniform Miscellaneous Asset Sale Protocol
MITSUBISHI: Weak Performance Spurs S&P to Cut Corp. Credit Rating

MMCA AUTO OWNER: S&P Lowers 3 Note Class Ratings to Low-B Levels
NATIONSRENT: Enters Stipulating Reducing Kroll Consummation Fee
NET PERCEPTIONS: Third-Quarter Net Loss Reaches $1.7 Million
NEXTEL PARTNERS: Sept. 30 Balance Sheet Upside-Down by $95 Mill.
NIMBUS GROUP: Taps Berkovitz to Replace Rachlin as Accountants

NORTHERN BORDER: Declares Third Quarter 2003 Cash Distribution
NRG ENERGY: Appoints David W. Crane as New Company President & CEO
OWENS & MINOR: Board Okays Payment of 4th Quarter Cash Dividend
OWENS-ILLINOIS: Reports Deterioration in 3rd Quarter Performance
PACIFIC GAS: Enters into Laguna Irrigation Settlement Agreement

PETROLEUM GEO-SERVICES: SDNY Court Confirms Reorganization Plan
QUANTUM CORP: Look for Fiscal Second-Quarter Results Today
QUINTILES: Inks Peking Union Pact to Expand China Lab Services
QWEST: Provides High-Speed Network for Illinois Research Project
RIVERSTONE NETWORKS: Appoints Roger A. Barnes as New CFO

STARBAND COMMUNICATIONS: Court Approves Disclosure Statement
T.A.C. GROUP: Clear Thinking Will Administer Reorganization Plan
TCW LINC: S&P Takes Actions on Four Low-B and Junk Note Classes
TECHNOLOGY VISIONS: Taps Kabani as New Independent Accountants
THAXTON GROUP: Wants Nod to Hire BSI as Claims and Notice Agent

TOWER AUTOMOTIVE: Consolidates North American Product Groups
TSI TELSYS: Completes Continuance to Delaware from Canada
TWINLAB CORP: IdeaSphere Pitches Winning Bid to Acquire Assets
UNIGLOBE.COM INC: Files Plan of Arrangement Under CCAA in Canada
UNITED AIRLINES: Court Approves Debt Workout Pact with Boeing

US AIRWAYS: Third-Quarter 2003 Net Loss Narrows to $90 Million
VALCOM: Brings-In Tom Rooker as Consultant & Executive Producer
WEIRTON STEEL: Calls PBGC Takeover 'Unfortunate Situation'
WESTPOINT STEVENS: Court Okays KPMG as Debtors' H.R. Consultants
WILBRAHAM CBO: Junk Ratings on 2 Classes Put on Watch Negative

WORLDCOM INC: Wants Go-Signal to Assume East Meadow, NY Lease
YPF S.A.: Fitch Upgrades Senior Unsecured FC & LC Ratings to BB
XCEL ENERGY: Closes Sale of Black Mountain Gas to Southwest Gas

* Jay P. Lefkowitz Rejoins Kirkland & Ellis LLP as a Partner

* DebtTraders' Real-Time Bond Pricing

                          *********

AIRTRAN AIRWAYS: Private Offering Registration Statement Effective
------------------------------------------------------------------
In connection with the May 2003 private offering of 7 Percent
Convertible Notes due 2023, AirTran Holdings, Inc., (NYSE:AAI),
and its wholly owned subsidiary, AirTran Airways, Inc., announced
that the Registration Statement on Form S-3 relating to the resale
of the previously issued $125 million principal amount 7 Percent
Convertible Notes due 2023, and the common shares issuable upon
conversion of these notes have been declared effective by the
Securities and Exchange Commission.

Neither AirTran Holdings nor AirTran Airways will receive any
proceeds from the resale of the convertible notes by selling
security holders or the common stock issuable upon conversion of
the notes.

AirTran Airways (S&P/B-/Negative) is one of America's largest low-
fare airlines - employing more than 5,400 professional Crew
Members and serving 492 flights a day to 43 destinations. The
airline's hub is at Hartsfield Atlanta International Airport, the
world's busiest airport (by passenger volume), where it is the
second largest carrier operating 189 flights a day. The airline
never requires a roundtrip purchase or Saturday night stay, and
offers an affordable Business Class, assigned seating, easy online
booking and check-in, the A-Plus Rewards frequent flier program,
and the A2B corporate travel program. AirTran Airways, a
subsidiary of AirTran Holdings, Inc., (NYSE:AAI), is the world's
largest operator of the Boeing 717, the most modern,
environmentally friendly aircraft in its class. In 2004, the
company will begin taking delivery of 100 Boeing 737-700s, one of
the most popular and reliable jet aircraft in its class. For more
information, visit http://airtran.com


ALLEGHENY TECHNOLOGIES: Undertakes Changes in Exec. Management
--------------------------------------------------------------
Allegheny Technologies Incorporated (NYSE:ATI) announced several
changes to its executive management leadership team.

"To quickly move the Company forward and focus our efforts on
building the ATI Business System, we've changed reporting
relationships and expanded responsibilities of our executive
team," said Pat Hassey, President and Chief Executive Officer.
"ATI's major business units now report directly to me. Doug
Kittenbrink has the critical task to accelerate the implementation
of lean manufacturing through the ATI Business System.

"The presidents of ATI's four largest business units will play key
roles in assisting me and other corporate officers in setting
policy, developing strategy and executing business initiatives
across ATI."

Changes in accountability include:

-- Rich Harshman is now Executive Vice President, Finance and
   Chief Financial Officer. In addition to his responsibilities as
   CFO, Mr. Harshman will lead ATI's shared services, including
   procurement and information technologies. He also will chair
   the ATI corporate pension investment committee.

-- Doug Kittenbrink is now Executive Vice President, ATI Business
   System and Group President, Engineered Products Segment
   (formerly called the Industrial Products segment).
   Mr. Kittenbrink will lead the implementation of the ATI
   Business System, oversee capital projects, chair the ATI Labor
   Relations Committee, and coordinate ATI's European growth
   strategy.

-- Jack Shilling is now Executive Vice President, Corporate
   Development and Chief Technical Officer. Dr. Shilling will work
   on ATI's strategic growth opportunities, technology
   development, and other key technical matters. He also will have
   accountability for ATI's STAL - China JV, Uniti JV, and Asian
   international sales offices.

-- Jon Walton is now Executive Vice President, Human Resources,
   Chief Legal and Compliance Officer, General Counsel, and
   Secretary of the Board. In addition to his current
   responsibilities as chief legal and administrative officer, Mr.
   Walton will lead ATI's human resource policy and
   administration, including compensation, benefits, and talent
   evaluation coordination.

Allegheny Technologies Incorporated (NYSE:ATI) (S&P, BB+ Corporate
Credit Rating, Stable Outlook) is one of the largest and most
diversified specialty materials producers in the world with
revenues of approximately $1.9 billion in 2002. The Company has
approximately 9,650 employees world-wide and its talented people
use innovative technologies to offer growing global markets a wide
range of specialty materials. High-value products include nickel-
based and cobalt-based alloys and superalloys, titanium and
titanium alloys, specialty steels, super stainless steel, exotic
alloys, which include zirconium, hafnium and niobium, tungsten
materials, and highly engineered strip and Precision Rolled
Strip(R) products. In addition, we produce commodity specialty
materials such as stainless steel sheet and plate, silicon and
tool steels, and forgings and castings. The Allegheny Technologies
Web site can be found at http://www.alleghenytechnologies.com


AMAZON.COM INC: Sept. 30 Net Capital Deficit Narrows to $1.1BB
--------------------------------------------------------------
Amazon.com, Inc. (NASDAQ:AMZN) announced financial results for its
third quarter ended September 30, 2003 -- with $16 million of net
income to chisel away at an accumulated $1.1 billion shareholder
deficit.

Operating cash flow was $284 million for the trailing twelve
months, compared with $151 million for the trailing twelve months
ended September 30, 2002. Free cash flow was $239 million for the
trailing twelve months, compared with $120 million for the
trailing twelve months ended September 30, 2002.

Common shares outstanding plus shares underlying stock-based
employee awards totaled 433 million at September 30, 2003, an
increase of 1% compared with a year ago.

Net sales were $1.13 billion in the third quarter, compared with
$851 million in third quarter 2002, an increase of 33%. Net sales
benefited by $29 million from changes in foreign exchange rates
compared with third quarter 2002.

Operating income was $52 million in the third quarter, or 5% of
net sales, compared with an operating loss of $10 million in third
quarter 2002. Consolidated segment operating income improved $46
million to $74 million, or 6% of net sales, compared with $27
million, or 3% of net sales, in third quarter 2002.

Net income was $16 million in the third quarter, or $0.04 per
diluted share, compared with a net loss of $35 million, or $0.09
per share, in third quarter 2002. Pro forma net income in the
third quarter grew to $48 million, or $0.11 per diluted share,
compared with $0 million, or $0.00 per diluted share, in third
quarter 2002.

At September 30, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $1.1 billion.

"Thanks to free shipping and low prices, we expect more customers
to turn to us for their holiday gifting needs this year--producing
our biggest holiday shopping season ever," said Jeff Bezos,
Amazon.com founder and CEO.

The Company currently offers Free Super Saver Shipping on orders
over $25 at www.amazon.com and free shipping options at its U.K.,
German, French, Japanese and Canadian sites. Amazon.com also
offers 30% off books over $15 and continues to lower prices every
day across its product offerings including electronics, tools and
bestselling CDs and DVDs. To encourage customers to try its newest
stores, the Company is currently offering promotional discounts in
apparel and sporting goods.

Quarterly Highlights

-- Worldwide unit growth was 36%, compared with third quarter
   2002.

-- Third-party seller units (new, used and refurbished items sold
   on the Company's Websites by businesses and individuals) grew
   to 22% of worldwide units in the third quarter, compared with
   17% of units a year ago.

-- North America segment sales, representing the Company's U.S.
   and Canadian sites, grew 21% to $709 million in the third
   quarter and segment operating income grew 137% to $63 million,
   or 9% of net sales, compared with third quarter 2002.

-- International segment sales, representing the Company's U.K.,
   German, French and Japanese sites, grew 61% to $425 million in
   the third quarter and benefited by $28 million from changes in
   foreign exchange rates compared with third quarter 2002.
   International segment operating income was $11 million, or 3%
   of net sales.

-- Inventory turns for the trailing twelve months were 19,
   consistent with a year ago.

-- The Company expanded selection by launching a sporting goods
   store in the U.S. and an electronics store in Japan.

                      Financial Guidance

The following forward-looking statements reflect Amazon.com's
expectations as of October 21, 2003. Results may be materially
affected by many factors, such as fluctuations in foreign exchange
rates, changes in global economic conditions and consumer
spending, world events, the emerging nature and rate of growth of
the Internet and online commerce, and the various factors detailed
below.

Fourth Quarter 2003 Guidance

-- Fourth quarter net sales are expected to be between $1.76
   billion and $1.91 billion, or grow between 23% and 34%,
   compared with fourth quarter 2002.

-- Consolidated segment operating income is expected to be between
   $125 million and $155 million.

-- Operating income is expected to be between $110 million and
   $140 million, assuming, among other things, that the Company
   does not record any revisions to its restructuring-related
   estimates and that the closing price of Amazon.com common stock
   on December 31, 2003 is identical to the closing price of
   $48.43 on September 30, 2003.

Full Year 2004 Expectations

-- Net sales are expected to be between $5.75 billion and $6.25
   billion.

-- Consolidated segment operating income is expected to be between
   $375 million and $475 million.

-- Operating income is expected to be between $315 million and
   $415 million, assuming, among other things, that the Company
   does not record any revisions to its restructuring-related
   estimates and that the closing price of Amazon.com common stock
   on December 31, 2003 and December 31, 2004 is identical to the
   closing price of $48.43 on September 30, 2003.

Amazon.com, a Fortune 500 company based in Seattle, opened on the
World Wide Web in July 1995 and today offers Earth's Biggest
Selection. Amazon.com seeks to be Earth's most customer-centric
company, where customers can find and discover anything they might
want to buy online, and endeavors to offer its customers the
lowest possible prices. Amazon.com and other sellers list millions
of unique new and used items in categories such as sporting goods,
apparel and accessories, books, music, DVDs, electronics and
office, kids and baby and home and garden.


AMERICAN NATURAL: Closes Convertible Secured Debenture Financing
----------------------------------------------------------------
American Natural Energy Corporation (TSX Venture: ANR.U) has
completed a financing consisting of US$11.7 million in convertible
secured debentures.

ANEC anticipates completing a second closing consisting of an
additional US$300,000 in debentures prior to the end of October.
The debentures are repayable on September 30, 2005 with interest
payable quarterly commencing December 31, 2003 at 8% per annum.
The outstanding principal of the debentures is convertible into
common shares of ANEC at any time prior to maturity at a
conversion price of US$0.45 per share, subject to antidilution
adjustment, and the debentures are redeemable by ANEC at any time
after October 1, 2004 if the average weighted price per share on
the TSX Venture Exchange for a 20 consecutive trading day period
prior to the date notice of redemption is given has exceeded
166-2/3% of the conversion price. A finder's fee in the amount of
US$350,850 was paid to Middlemarch Partners Limited of London,
England in connection with the financing.  ANEC used approximately
US$5.9 million of the proceeds of the financing for the repayment
of secured debt and intends to use the balance primarily for
exploration and development of its Bayou Couba oil and gas leases
within its ExxonMobil Joint Development Project in St. Charles
Parish, Louisiana.  The Debentures are collateralized by
substantially all of ANEC's assets.

The debentures and any common shares issued upon conversion of the
debentures will be subject to a statutory hold period of four
months under applicable Canadian securities legislation and stock
exchange policies.  The offer and sale of the Debentures was not
registered under the US Securities Act of 1933, as amended, and
the Debentures and the shares issuable on conversion may not be
offered and sold free of any restrictions on resale under the Act
absent registration under that Act or an applicable exemption from
the registration requirements.

In connection with the financing, John Fleming and Jules Poscente,
both of Calgary, Alberta, were elected to the ANEC board of
directors.

Using a portion of the proceeds of the offering, ANEC intends to
have a rig on location on approximately October 25, 2003 to
commence drilling on the first of eight scheduled wells on its
Bayou Couba properties.  The wells are intended to include a mix
of development and exploratory locations at depths of from 6,000
to 13,500 feet.

ANEC is a Tulsa, Oklahoma based independent exploration and
production company with operations in St. Charles Parish,
Louisiana.

                         *      *      *

                    Going Concern Uncertainty

As reported in Troubled Company Reporter's August 29, 2003
edition, the Company announced its financial statements have been
prepared on a going concern basis which contemplates continuity of
operations, realization of assets and liquidation of liabilities
in the ordinary course of business. The Company has no current
borrowing capacity with any lender. It has sustained substantial
losses in 2002 and 2001, totaling approximately $8.7 million and
$1.0 million, respectively, a stockholders' deficit of $1.4
million at December 31, 2002, a working capital deficiency of
approximately $6.0 million including current amounts due under
borrowings of approximately $4.5 million, and negative cash flow
from operations in each of 2002 and 2001, all of which lead to
questions concerning the Company's ability to meet its obligations
as they come due. The Company also has a need for substantial
funds to develop its oil and gas properties. As a result of the
losses incurred and current negative working capital and other
matters described above, there is no assurance that the carrying
amounts of its assets will be realized or that liabilities will be
liquidated or settled for the amounts recorded. The Company's
ability to continue as a going concern is dependent upon adequate
sources of capital and the ability to sustain positive results of
operations and cash flows sufficient to continue to explore for
and develop its oil and gas reserves.

The independent accountants' report on American Natural Energy's
financial statements as of and for the year ended December 31,
2002 includes an explanatory paragraph which states that the
Company has sustained substantial losses, a stockholders' deficit,
a working capital deficiency and negative cash flow from
operations in each of 2002 and 2001 that raise substantial doubt
about its ability to continue as a going concern.


AMERICAN PRODUCTION: Inks Pact to Sell Assets to Southborrough
--------------------------------------------------------------
The Board of Directors of Southborrough Ventures, Inc., (SBBV:OTC-
BB) has signed an agreement to purchase the assets of American
Production Machining, LLC of Detroit, MI.

American Production Machining -- http://www.apm-machining.com--
is a respected manufacturer of high quality production machined
parts and has the confidence of its major customer base that
includes General Motors, the Ford Motor Company, Meritor, Visteon,
and American Axle. APM has current sales of up to $350,000 per
week; annualized at $18.2 million.

The Company has agreed to purchase all the assets of APM for $4.1
million under a bulk asset sale for $2 million cash and an asset
based loan from Comerica Bank, APM's corporate banking partner. To
meet this additional cash requirement, the Company has secured
financing for $2.2 million from a European financier.

The proposal to purchase the assets of APM, as defined by the
agreement, will be presented to the Bankruptcy Court, having
carriage of the APM Chapter 11 file, for approval; such approval
is anticipated.

Upon closing, scheduled for November 15, 2003, the Company will
establish its corporate headquarters at the APM facility. The
Company plans to immediately apply its patented Laser Assisted
Chip Control process to current orders and as a result, expects
profits to significantly increase. The LACC process --
http://www.southborrough.com-- is designed to eliminate the
"chip-control" problem inherent when steel parts such as axle and
drive shafts, connecting rods, axle tubes and hubs are machined to
a required specification. The acquisition of APM affords the
Company the opportunity of not only processing parts for machining
with the AmeriChip technology, but also to engage in the actual
machining of automotive parts, thereby increasing the Company's
market potential.

Automotive News, in an article headlined Delphi sees consolidation
in global parts business released October 20, 2003, states --
http://www.autonews.com/news.cms?newsId=6739-- "The auto industry
has been hit by a wave of consolidation in recent years, typified
by the formation of Daimler Chrysler AG in 1998. That has sent
ripples though the parts industry, which is under increasing
pressure to slash costs."

It is the opinion of Southborrough management that in order for
the auto giants to meet their cost cutting goals, outsourcing will
become more prevalent than ever. The Company is poised, with the
acquisition of APM, to assist the automakers domiciled in the
United States to reach their profit targets, without having to go
offshore, where labor costs are lower. Southborrough's
revolutionary machining process has been proven to significantly
reduce costs. It is anticipated that the Company will benefit from
long-term contracts with its major clients.

Southborrough Ventures, Inc., trades on the OTC: BB (SBBV).


ANC RENTAL: Has Until Nov. 28 to Continue Cash Collateral Use
-------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates obtained the
Court's authority to continue using the cash collateral until the
earlier of November 28, 2003 or the closing of the sale of
substantially all of their assets to Cerberus Capital Management
LP, on the same terms and conditions as set forth in the Current
Cash Collateral Order.

The Debtors need the Cash Collateral to continue operating their
businesses and to fund their Chapter 11 cases.

As previously reported, the Debtors provided the Court their cash
projections through November 30, 2003:

                      ANC Rental Corporation
                         Cash Projection
                      For the 9-Week Period
           Ending October 5, 2003 until November 30, 2003
                         (in thousands)

       Beginning Balance                             $4,153

       Operating Receipts Per Bank
          Credit Card                               288,827
          A/R Receipts                               61,720
          Other                                      37,600
                                                   --------
          Total Receipts                            388,147

       Operating Disbursements:
          Fleet Operating                            21,241
          Personnel                                  66,640
          Travel, Meals Entertainment                 1,001
          Fuel                                        8,231
          Airport Concession                         24,124
          Auto Liability                             15,692
          Other Insurance                             3,880
          Facility Fixed                             34,218
          Other                                           -
          TA/TO Commissions                          11,382
          Advertising                                 8,988
          IT Consulting                              12,482
          IT Other                                    1,656
          Car Rental/Sales Tax                       33,586
          Professional Fees                           2,334
          Other Misc.                                 2,281
          Bonding - Liberty Payments                  8,000
          Liability Insurance Program                 2,535
                                                   --------
       Total Operating Disbursements                258,272

          Secured Lenders Payments                        -
          Professional Fees Bankruptcy                3,274
          Capital Expenditure Total                   1,967
          Interests and Financing Fees                5,499
          Fleet Financing& Lease Payments           160,882
          Manufacturer Incentives                   (12,821)
          Recovery from Wholesales                   (3,093)
          PDI and Warranty                           (4,659)
          Fleet Purchases & Enhancement                  --
                                                   --------
       Total Cash Disbursements                     109,322
       Potential Funding for Europe & Canada              -
                                                   --------
       Total Disbursements                          409,322

       Net Receipts (Disbursements)                ($21,175)
                                                   --------
       Ending Book Cash Balance                    ($17,022)
                                                   ========
(ANC Rental Bankruptcy News, Issue No. 40; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AQUILA INC: Selling Aquila Sterling to Powergen UK Subsidiary
-------------------------------------------------------------
Avon Energy Partners Holdings announces that Aquila, Inc.,
(NYSE:ILA) and FirstEnergy Corp., have reached a definitive
agreement to sell Aquila Sterling Limited to a subsidiary of
Powergen UK plc for GBP 36 million.

ASL through AEPH owns Midlands Electricity plc, the holding
company for Aquila Networks plc, a UK electricity distribution
company. Based on net debt as at 30 September 2003 of
approximately GBP 484 million (excluding the AEPH bonds),
Powergen's offer represents an enterprise value of approximately
GBP 1.146 billion for ASL.

Powergen's obligation to acquire ASL is conditional upon a
commitment of the holders of the outstanding US Dollar notes and
UK Sterling bonds of AEPH to sell their bonds to an affiliate of
Powergen for 95.8% of their nominal value (less fees to the
advisors of the ad-hoc committee of Bondholders) plus accrued
interest to the date of completion. As at 20 October 2003, these
fees are estimated to amount to approximately US$4.5 million to
the date of completion, which would be equivalent to approximately
0.4% of the nominal value per bond. Powergen has already received
commitments from the holders of approximately half of the
outstanding AEPH bonds, to accept the terms of the Bond Offer. The
AEPH bonds subject to the Bond Offer are the GBP 360m Variable
Coupon Bonds due 2006, the US$250 million Senior Notes due 2007
and the US$250 million Senior Notes due 2008. The Bond Offer may
include a tender offer, a scheme of arrangement and an
extraordinary resolution of the Bondholders.

The Sale is also conditional upon the following:

-- no material adverse change in the Midlands business;

-- no insolvency event at either of the Sellers or Aquila Sterling
   Holdings LLC (the parent company of ASL);

-- approval from the European Commission; and

-- approval from the State Corporation Commission of the State of
   Kansas, United States of America.

Close Brothers Corporate Finance Limited is acting as financial
adviser and Cadwalder Wickersham & Taft is acting as legal adviser
to the ad-hoc committee of Bondholders in connection with Bond
Offer. Bondholders should contact Close Brothers (Martin Gudgeon,
Tel: +44 20 7655 3100) or Cadwalader (Andrew Wilkinson, Tel: + 44
20 7170 8700) for further information.

Based in Kansas City, Mo., Aquila (S&P, B+ Credit Facility Rating,
Negative) operates electricity and natural gas distribution
networks serving customers in Missouri, Kansas, Iowa, Minnesota,
Colorado, Michigan and Nebraska, as well as in Canada and the
United Kingdom. The company also owns and operates power
generation assets. More information is available at
http://www.aquila.com


AVAYA INC: Reports Improved Fourth Fiscal Quarter Fin'l Results
---------------------------------------------------------------
Avaya Inc., (NYSE: AV) a leading global provider of communications
networks and services for businesses, reported fourth fiscal
quarter net income of $66 million or earnings of 15 cents per
diluted share for the fourth fiscal quarter ended Sept. 30, 2003.

These results compare to net income of $8 million or earnings of 2
cents per diluted share in the third fiscal quarter of 2003.

Fourth fiscal quarter revenue of $1.118 billion was 4.3 percent
higher than third fiscal quarter revenue of $1.072 billion.

These results are reported in accordance with U.S. generally
accepted accounting principles.

Avaya noted its cash balance increased for the fifth straight
quarter to $1.192 billion, giving the company a net cash position,
for the first time since its inception, of $239 million. Selling,
general and administrative expenses declined $30 million
sequentially from the third fiscal quarter and operating income
for the fourth fiscal quarter was $87 million, an increase of $70
million from the third fiscal quarter.

In the fourth fiscal quarter of 2002, Avaya reported a net loss of
$544 million or a loss of $1.50 per diluted share on revenue of $
1.152 billion.

                           CEO Comments

"As I review the fiscal year just completed, I see Avaya in a
substantially different position from where we were at our spin-
off three years ago and compared to where we were just 12 months
ago," said Don Peterson, chairman and CEO, Avaya. "Today, we are
profitable, with a proven financial discipline that has helped
provide us with a strengthened financial position. We have a
scalable business and financial model that allows us to compete
effectively for the opportunity in our marketplace. We are the
market leader in IP telephony, with solution and services offers
customers can use to extend their existing technology investments
to improve operational performance. We'll continue to focus on
three themes: performance, potential and positioning Avaya for
profitable revenue growth."

                       Fiscal 2003 Results

Revenue for fiscal 2003 was $4.338 billion compared to revenue of
$4.956 billion for fiscal 2002, a decline of 12.5 percent.

The company had a net loss of $88 million or a loss of 23 cents
per diluted share for fiscal 2003, compared to a net loss of $666
million or a loss of $2.44 per diluted share for fiscal 2002.

      Company Comments On Presentation Of Significant Events

Avaya has provided information about significant quarterly events
in a table, along with the dollar value of the events. Beginning
this quarter however, the company will not provide the net per
share effect of the events on quarterly earnings. Investors and
others interested in the company will be able to use the
information about such events to make their own assessment of the
per share effect of the significant events on earnings.

Among the significant events included in this quarter's results is
a gain of $46 million as a result of curtailing pension and post-
retirement plans.

                        Business Highlights

Since the end of the last quarter Avaya has made a number of key
announcements, including:

Grupo Santander, Spain's largest financial service group, will
implement an Avaya converged communications network to support its
new financial campus in Madrid. The 12-building facility will
accommodate up to 5,000 people connected by the Avaya network and
will centralize virtually all of Santander's IP telephony
services.

Mobistar, Belgium's second largest mobile network operator, will
use Avaya's MultiVantageT Communication Applications-based
solution to IP- enable its contact centers and eight Mobistar
sites. The network will support 1,700 Mobistar employees,
including Mobistar representatives at major client sites. The IP
functionality lets Mobistar people work remotely at customer sites
where they will be able to easily log onto the Mobistar network
and have the same access to features and information as if they
were physically in the office.

The University of South Florida has upgraded its communications
network with a converged Avaya Internet Protocol telephony
solution. The new converged network is enhancing services and
lowering operational costs for university faculty, staff and over
40,000 students. The upgrade to a converged voice and data network
allowed school officials to reuse nearly 95 percent of its
existing network infrastructure to support more than 16,000 IP,
digital and analog phones. Avaya Global Services provided design
and implementation services for the new network, including
extensive project management to ensure that the large voice and
data network would perform at optimal levels.

Avaya acquired service delivery technologies and two business
units from VISTA Information Technologies Inc. The acquisitions
enhance Avaya Global Services' delivery of end-to-end design,
implementation and management services for converged, multi-vendor
networks and advanced multimedia contact centers. The acquired
software tools will help streamline integration of complex multi-
channel, multi-vendor contact center networks and enhance remote
network management capabilities.

The Avaya Customer Interaction Suite extends Avaya's patented
predictive routing technology to contact center customers who come
to the center via e-mail or the Web. Previously, this capability
was only available when a customer called the contact center on a
telephone. This new capability enables businesses to serve a
larger number of customers more effectively. The suite also helps
ensure contact centers comply with updated state and national
regulatory rules, including "Do Not Call" registries. The suite
helps contact centers manage business priorities while adhering to
new regulatory requirements, and provides tools to generate a
consolidated compliance report.

Avaya Inc. (S&P, B+ Corporate Credit Rating) designs, builds
and manages communications networks for more than 1 million
businesses worldwide, including 90 percent of the FORTUNE 500(R).
Focused on businesses large to small, Avaya is a world leader in
secure and reliable Internet Protocol telephony systems and
communications software applications and services. Driving the
convergence of voice and data communications with business
applications -- and distinguished by comprehensive worldwide
services -- Avaya helps customers leverage existing and new
networks to achieve superior business results.  For more
information visit the Avaya Web site: http://www.avaya.com

Driving the convergence of voice and data communications with
business applications -- and distinguished by comprehensive
worldwide services -- Avaya helps customers leverage existing and
new networks to achieve superior business results.  For more
information visit the Avaya Web site: http://www.avaya.com


BP INTERNATIONAL: Auditors Doubt Ability to Continue Operations
---------------------------------------------------------------
BP International, Inc. is a manufacturer of tennis court
equipment, industrial fabrics, athletic field and gymnasium
equipment, privacy and construction fence screening, fabric
architecture shade structures and cabanas, sports lighting, and
custom netting.  The Company manufactures products in five
categories: Tennis and Tennis Court Equipment, such as windscreens
and accessories, tennis nets, net posts, benches, court cabanas,
court accessories, divider netting, backdrop curtains, protective
padding, customized logos, volleyball equipment, basketball
equipment and tennis court lighting. Athletics Equipment, such as
turf protectors, field covers, windscreens artificial turf mats,
safety rails, and batting cages and frames Fencing Fabrics, such
as privacy screens, decorative screens, kennel covers,
horticultural fabrics, silt fencing, safety fencing, and temporary
fencing. Netting, made with knotted and knotless nylon, knotted
and knotless polyethylene, for sports activities such as baseball,
soccer, golf, volleyball, tennis, hockey, lacrosse, and football,
and for bird and scaffold netting. Shade Structures, Canopies and
Cabanas, under the trade name 'ShadeZone(TM)'.

In July of 2003, Company shareholders voted to change the
Company's name from Allergy Immuno Technologies, Inc. to BP
International, Inc.

By the end of February 2002, BP International (we were called
Allergy Immuno Technologies then) had liabilities of $357,972 and
assets of only $18,974. Allergy had always experienced operating
losses, and it had historically relied on borrowings from its
parent, Biomerica, Inc., to maintain operations. Allergy had made
attempts to sell its clinical testing business beginning in
September 2000. From September 2000 through June 2001 Allergy
contacted third party laboratories that might be interested in
buying Allergy's clinical testing business. These efforts yielded
one interested party who ultimately decided that Allergy's
operations were too small for their needs.

In late February 2002, Biomerica's management decided that it
could no longer afford to lend money to Allergy to fund Allergy's
operations. Biomerica's decision to cease lending money to Allergy
significantly impacted Allergy's ability to continue to operate.
Allergy's board met on March 7, 2002 to discuss the impact of
Biomerica's decision to cease lending funds to Allergy.  Allergy's
board reasoned that Allergy's losses were likely to continue, and
without borrowings from Biomerica, Allergy would no longer have
enough capital to operate. The board concluded that Allergy's
clinical testing services be terminated as of March 14, 2002.

Allergy's board met again on March 25. At the March 25, 2002
meeting two alternatives for the future of Allergy were discussed.
One alternative was to seek investors or purchasers for Allergy.
The other alternative was to transfer some of the liabilities and
all of the assets of Allergy to its parent, Biomerica. Ultimately,
Allergy's management concluded that Allergy's liabilities and
assets should be transferred to its parent Biomerica. Allergy's
management, based upon its attempt to sell Allergy's clinical
testing business in early 2001, determined that a sale of
Allergy's assets to a third party would not yield a buyer without
unreasonable effort. On April 30, 2002, Allergy transferred its
assets and liabilities to its former parent company, Biomerica.
The asset and liability transfer transaction between Allergy and
Biomerica was memorialized in a General Assignment Agreement.

Allergy's financial condition immediately before the asset and
liability transfer to Biomerica was as follows: Allergy owed
Biomerica loans totaling $333,382; these loans had accrued over
several years. Allergy also owed accounts payable to third parties
totaling $27,307.61. Allergy also had the following assets: $803
in cash, prepaid expenses totaling $582.31, aged accounts
receivable totaling $5,104.71, inventory valued at $2,600.48,
fixed assets such as computers and testing equipment, four
patents, and options to purchase 10,000 units of Hollister-Stier,
LLC at an exercise price of $10 per unit.

In furtherance of Allergy's plan to transfer its assets and
liabilities to Biomerica, Biomerica and Allergy agreed to the
following General Assignment Agreement: First, Allergy agreed to
transfer to Biomerica its cash, prepaid expenses, accounts
receivable, inventory, fixed assets, and patents, and also issued
808,467 shares of Allergy common stock to Biomerica and in return
Biomerica agreed to assume Allergy's accounts payable. Second,
Biomerica reduced the amount of the loan owed by Allergy from
$333,382 to $225,282 (a reduction of $108,100), and in return
Allergy transferred to Biomerica the Hollister-Stier options.

At the time of the asset and liability transfer from Allergy to
Biomerica, Biomerica controlled 74.53% of Allergy's outstanding
shares. Biomerica thus exercised control over Allergy's board and
its management because of its shareholder majority. Furthermore,
at the time of the asset transfer, Allergy and Biomerica shared
common management. Biomerica's seven directors were Allen
Barbieri, David Barrows, Carlos Beharie, Francis R. Cano, Zackary
S. Irani, Janet Moore, and Dr. Robert A. Orlando. Three of the
seven directors (Mr. Irani, Ms. Moore, and Dr. Orlando) were also
directors of Allergy. Allergy's fourth director at such time was
Susan Irani, Mr. Irani's cousin, whom Allergy deemed to be an
affiliate of Biomerica. All of Allergy's directors were elected by
Biomerica through its majority voting control of Allergy.

Further, at such time, Mr. Irani served as the Chief Executive
Officer and Ms. Moore served as the Chief Financial Officer and
Secretary of both Biomerica and Allergy. The asset and liability
transfer was negotiated and executed by management common to
Allergy and Biomerica and was approved by all of the directors of
both companies. Thus, the asset and liability transfer was a
transaction with a related party.

Allergy did not conduct a formal shareholder vote in connection
with the decision to sell its assets to Biomerica, and thus did
not mail proxy or information materials to shareholders. Allergy's
board was advised by counsel that since Biomerica controlled
74.53% of Allergy's outstanding shares, Allergy did not have to
conduct a formal shareholder vote in connection with the decision
to sell the Allergy assets to Biomerica since they were not vital
to the operation of the corporation. The majority shareholder,
Biomerica, had approved the transfer of the assets. Allergy's
assets at the time were not significant, and in fact Allergy's
liabilities greatly exceeded its assets-the remaining assets only
totaled $9,090. Allergy's only significant asset (which was
actually valued on the books at $0) was an option to buy some
shares in Hollister-Stier, a privately held company. Biomerica
agreed to take that option as partial payment for the note payable
that AIT owed to Biomerica and reduced the note accordingly. The
value of $108,100 was assigned to the option after consulting with
Hollister-Stier.

Following the asset and liability transfer from Allergy to
Biomerica, Allergy learned that the failure to call a shareholder
vote in connection with the asset transfer may have violated a
provision of Delaware's corporate law. Delaware's General
Corporation Law requires that the disposition or sale of 'all or
substantially all' of a corporation's assets can only be made
following a formal shareholder vote called upon 20 days' notice.
However, Delaware's GCL also contains an apparently conflicting
provision: a statute that allows a corporation's majority
shareholder to act by a written resolution in lieu of a
shareholder vote. This conflict between the two statutes has never
been resolved or interpreted by any specific case law.

Thus, the failure to call a formal shareholder vote in connection
with the sale of the assets could have potential consequences.
Potentially, a minority shareholder could bring a legal action
under Delaware state law against Allergy to either rescind the
liability and asset transfer agreement, or to seek damages against
Allergy. As of the date of this filing, no shareholder has filed
such an action against the Company, and no shareholder has
contacted it announcing an intention to bring an action.  The
Company's present attorney has advised the Company that the
likelihood of such an action is remote.

BP International's principal source of working capital is income
from operations, borrowings under its revolving credit facilities,
and capital investment.  The Company has experienced losses in the
last two years and has relied upon borrowings under its revolving
credit facilities and capital investment to maintain liquidity and
continue operations. Its auditors have raised substantial doubt
about the Company's ability to continue as a going concern.

BP has a revolving credit line which is secured by certain
eligible receivables and certain eligible inventory. The Company
can borrow up to 50% of its eligible inventory and up to 80% of
its eligible receivables. The eligible inventory and eligible
receivables is recalculated monthly, and audited quarterly.
Presently, BP has borrowed the maximum available under the credit
line. In addition, at May 31, 2003, the Company is not in
compliance with certain covenants associated with its revolving
line of credit agreement.

During 2002 and early 2003, BP International began to more fully
develop its industrial fabric operations. As a result, it incurred
additional advertising, personnel and research and development
costs associated with this effort. In addition, management has
employed additional administrative, production and sales staff in
anticipation of significantly increased sales volume (particularly
with respect to industrial fabrics) in fiscal 2004 in accordance
with the Company's business plan. In connection with this effort,
it has restructured its long-term debt obligations and has
identified sources of additional equity capital.  Accordingly,
management feels that the activities described in the preceding
paragraph have positioned it to experience increased sales volume
of more profitable industrial fabrics. Further, the Company
contemplates that increased sales combined with anticipated
additional capital contributions, will significantly improve
operations and cash flow in 2003 and beyond. However, there can be
no assurance that management will be successful in obtaining
additional funding or in attaining profitable operations.
The Company is aware of an uncertainty that could have a negative
material impact upon its income and short-term liquidity.


BIONOVA HOLDING: Fails to Meet AMEX Minimum Listing Requirements
----------------------------------------------------------------
By letter dated October 15, 2003, Bionova Holding Corporation
(Amex: BVA) was informed of the intention of the American Stock
Exchange to proceed to file an application with the Securities and
Exchange Commission to strike the Company's common stock from
listing and registration on the Exchange.

The Exchange Staff stated this action was being taken because the
Company is not in compliance with three of the standards for
continued listing, as follows: (1) the Company's stockholders'
equity is less than $2 million and it has sustained losses from
continuing operations and/or net losses in two of its three most
recent fiscal years; (2) the Company's stockholders' equity is
less than $4 million and it has sustained losses from continuing
operations and/or net losses in three of its four most recent
fiscal years; and (3) the Company has sustained losses which are
so substantial in relation with its overall operations or its
existing financial resources, or its financial condition has
become so impaired that it appears questionable, in the opinion of
the Exchange, as to whether it will be able to continue operations
and/or meets its obligations as they mature.

This determination by the Staff stemmed from its review of the
Company's 10-Q for the quarter ended June 30, 2003. The Company
had received a similar letter in September of 2002 and had
submitted a plan to regain compliance. While the AMEX had accepted
the plan, the Company understood it would continue to be subject
to periodic review by the Exchange Staff during the extension
period and that failure to make progress consistent with the plan
or to regain compliance with the continued listing standards could
result in the Company being delisted.

Bionova Holding has notified the AMEX that it is appealing the
determination of the Staff. While the Company is working on
several alternative plans to address the deficiencies, there can
be no assurance at this time that any of them can be realized or
that the Company will be successful in convincing the review panel
of the efficacy and timing of the plan. Because of this concern
Bionova Holding also will look at alternative trading vehicles for
the Company's common stock should it not be successful in
maintaining its listing on the AMEX. The Company has been informed
by the AMEX that the panel hearing for the appeal generally will
occur within 45 days from Bionova Holding's request for appeal
(which was sent today).

Bionova Holding Corporation is a leading fresh produce grower and
distributor. Its premium Master's Touch(R) and FreshWorld Farms(R)
brands are widely distributed in the NAFTA market. Bionova Holding
Corporation is majority owned by Mexico's SAVIA, S.A. de C.V.

Bionova Holding's June 30, 2003 balance sheet shows a working
capital deficit of about $80 million and a total shareholders'
equity deficit of about $43 million.


BOYD GAMING: Third-Quarter Results Reflect Weaker Performance
-------------------------------------------------------------
Boyd Gaming Corporation (NYSE: BYD) reported its financial results
for the third quarter 2003.

The Company reported adjusted earnings of $.15 per share in the
third quarter, versus $.23 per share in the third quarter last
year.  In both periods, adjusted earnings are before preopening
expenses, and, in the third quarter last year, adjusted earnings
also exclude a loss on early retirement of debt of $.03 per share.
Per share amounts are reported on a diluted basis.

This is the first earnings release that includes operating results
of Borgata, the Company's joint venture property in Atlantic City,
which opened on July 3, 2003.  The Borgata results are reported on
two lines on the consolidated statement of operations, first,
"earnings (loss) from Borgata" to reflect the Company's 50% share
of Borgata's operating income (including preopening expenses) and,
second, "other expense from Borgata, net" to reflect the Company's
50% share of Borgata's  non-operating items.  As an unconsolidated
joint venture, Borgata results do not appear in the Company's
operating revenues or operating expenses.

Revenues for the third quarter were $311 million, slightly above
the $308 million reported last year.  Blue Chip, Delta Downs and
Sam's Town Tunica reported significant revenue gains that were
partially offset by a decline in revenue at Par-A-Dice.  Other
properties reported revenues in the quarter close to prior period
levels.  The Company reported property EBITDA of $75.7 million in
the third quarter versus $73.2 million reported in the third
quarter last year.  Included in this year's total is the Company's
50% share of Borgata's EBITDA.  After corporate expense, the
Company's EBITDA in the third quarter was $70.1 million, up from
$65.4 million recorded in last year's comparable period.

The Company's share of Borgata's preopening expenses in the third
quarter were $3.5 million, or $.03 per share, all of which are
reported in the Company's operating results for Borgata.
Preopening expenses in the third quarter last year were $2.7
million, or $.03 per share, most of which were related to Borgata.
In addition, in the third quarter last year, the Company retired
debt through open market purchases and recorded a loss of $3.4
million, or $.03 per share.  Net income in the third quarter was
$7.7 million, or $.12 per share, versus $11.3 million, or $.17 per
share, reported in the third quarter last year.

                             Borgata

The Company reported results for Borgata, which operated for all
but two days in the third quarter.  The property reported $184
million of gross revenue and $150 million of net revenue in the
quarter.  Gaming revenue in the quarter was $136 million, with the
property reporting the second highest gaming win in the Atlantic
City market, behind only the much larger Bally's Park Place.
Table game win was $47.6 million in the quarter, placing Borgata
number one in the market in table games.  The property's EBITDA in
the quarter was $30.5 million, for an EBITDA margin of 20.4%.

William S. Boyd, Chairman and Chief Executive Officer of Boyd
Gaming, said, "The opening of Borgata represented a true milestone
in the history of our Company.  The initial response from
customers, employees, and the financial community has been most
gratifying.  In our opening months, we achieved significant market
share premiums in slots, table games and poker. Our talented
management team is off to a great start, and I am confident that
Borgata has a very bright future ahead."

Bob Boughner, Borgata's Chief Executive Officer, added, "In the
property's start-up months, we concentrated on attracting and
serving customers, building customer relationships, and growing
revenues and market share.  In the first 90 days of operations,
table win per unit per day was $4,660, 26% higher than the number
two property in the market and 64% above the average.  Slot win in
the quarter was $91.9 million.  Slot win per unit per day was
$282, 15% higher than the market average, ranking third in the
market.

"In the third quarter, 26% of gross revenue was non-gaming
revenue, which the Company believes is the highest percentage of
non-gaming revenue in the Atlantic City market.  Approximately 56%
of Borgata's non-gaming revenue was cash revenue versus
complimentary revenue, also believed to be the highest percentage
in the market. Hotel occupancy for the quarter was 80%, comprised
of sequential monthly occupancy rates of 65%, 87% and 84% for
July, August and September, respectively.  The average daily room
rate for the third quarter was $138.  Customer intent-to-return
surveys have been very gratifying and improving steadily along
with the quality of the service provided.

"It should be noted that Borgata's third quarter EBITDA includes
expenses of approximately $13 million directly related to the
property's signature grand opening events, extensive launch media
campaign and other costs related to the opening.  These programs,
while costly in the current period, were essential elements of our
strategy to properly position the property and drive initial
customer trial.  The launch media campaign is essential for
stimulating future demand among new market segments.

"As we move into our next phase of operations, we are now refining
our marketing programs, building employee efficiency and building
margins and our bottom line."

Included in other expense from Borgata on the Company's
consolidated statement of operations is the Company's share of
Borgata's state income taxes.  In connection with the commencement
of operations, Borgata recorded a $5.2 million net tax benefit in
the third quarter that is related to the recognition of operating
loss carryforwards accumulated during Borgata's development
period.  The Company's share of that benefit, which is reflected
in adjusted earnings for the third quarter, amounted to $2.6
million, or $.02 per share.

                        Wholly-owned Properties

The Company's nine operating units reported property EBITDA in the
third quarter of $60.4 million versus $73.2 million reported in
the comparable quarter last year.  After corporate expense, third
quarter wholly-owned EBITDA was $54.8 million as compared to $65.4
million reported in the third quarter last year.  The Company
cited three principal reasons for the decline:  higher gaming
taxes recently enacted in Illinois, Indiana and Nevada, the
combination of which accounted for approximately $8 million in
increased expenses; increased marketing expenses at Stardust that
did not generate incremental revenue in the quarter; and lower
gaming revenue at Par-A-Dice relating to increased competition
from the property's outer-markets and disruptions stemming from
the large gaming tax increase.  On the positive side, both Delta
Downs and Blue Chip reported strong quarterly gains in revenue in
the recently completed quarter.  In addition, Delta Downs reported
a significant increase in EBITDA in the quarter.

                Nine-month Results of Operations

The Company reported revenue of $945 million for the first nine
months of 2003, up from $923 million in the same period of 2002.
The gain was principally the result of a full period of dockside
operations at Blue Chip, which commenced August 2002, and a full
period of slot operations at Delta Downs, where slot operations
commenced in February 2002.  EBITDA (before a one-time Indiana
gaming tax charge in the second quarter of 2003 of $3.5 million)
for the nine months was $205 million, including the Company's
share of Borgata's EBITDA, versus $209 million reported last year.
On a same-store basis, EBITDA was $190 million for the first nine
months in 2003 versus $209 million in the comparable period last
year.  Adjusted earnings for the first nine months of 2003 were
$.64 per share as compared to $.82 per share for the same period
last year.  Net income for the first nine months of 2003 was $28.6
million, or $.43 per share, versus $36.1 million, or $.55 per
share, reported for the first nine months last year.  Prior year
net income includes a charge for the cumulative effect of a change
in the accounting for goodwill, which amounted to $.12 per share.

                 Third Quarter Property Highlights

Sam's Town Las Vegas reported slightly increased revenues in the
third quarter, but higher costs, principally marketing expenses,
caused a 5.6% decline in quarterly EBITDA from the prior year.
The Downtown Las Vegas properties reported a $1.1 million year-
over-year decline in EBITDA, about half of which was attributable
to higher air charter costs and the other half to slightly lower
revenues at the properties.  Stardust reported a 2.0% decline in
third quarter revenue as compared to the prior year third quarter.
Stardust reported a small EBITDA loss for the quarter versus
EBITDA of $3.1 million in the third quarter last year, principally
due to heavier spending on marketing and promotions.

Par-A-Dice's EBITDA in the third quarter was $6.8 million, a 50%
decline from the third quarter last year.  Based on this quarter's
gaming revenue and admissions, gaming taxes at Par-A-Dice
increased $4.3 million versus the comparable period last year.  A
9.0% decline in revenue at Par-A-Dice in the quarter accounted for
the remainder of the EBITDA decline.  Revenue at Blue Chip in the
quarter was 6.2% above the prior year.  Dockside operations at the
property commenced August 1, 2002.  Blue Chip reported EBITDA in
the quarter that was $1.1 million below the prior year's third
quarter.  Based on this quarter's revenue and admissions, gaming
taxes at Blue Chip increased $3.3 million versus the third quarter
in the prior year.  Delta Downs reported a 10.8% increase in
revenue in the third quarter versus the prior year. Except for
gaming taxes on the incremental revenue, the property brought
virtually all of its increased revenue to the bottom line, where
EBITDA rose $2.0 million, or 34%, in the third quarter versus the
comparable period last year.

                        Financial Statistics

The Company provided the following additional information for the
third quarter ended September 30, 2003:

     -- September 30 debt balance:  $1.073 billion

     -- Debt reduction in quarter:  $15.4 million

     -- September 30 cash:  $73.2 million

     -- Dividends paid in the quarter:  $4.8 million

     -- Shares repurchased in third quarter:  75,000 shares
        at a weighted average price of $15.48 per share

     -- Capital spending in third quarter:  $14.8 million,
        almost all related to normal maintenance items

     -- Cash contributed in the third quarter to the joint
        venture that owns Borgata:  $18.0 million

Headquartered in Las Vegas, Boyd Gaming Corporation (NYSE: BYD)
(Fitch, BB+ Senior Secured Bank Credit Facility and BB- Senior
Unsecured Debt Ratings) is a leading diversified owner and
operator of 13 gaming entertainment properties located in Nevada,
New Jersey, Mississippi, Illinois, Indiana and Louisiana. Boyd
Gaming recently opened Borgata Hotel Casino and Spa at Renaissance
Pointe (AOL keyword: borgata or http://www.theborgata.com), a
$1.1 billion entertainment destination hotel in Atlantic City,
through a joint venture with MGM MIRAGE. Additional news and
information on Boyd Gaming can be found at
http://www.boydgaming.com


BOYD GROUP: Will Make October 2003 Cash Distribution on Nov. 26
---------------------------------------------------------------
Boyd Group Income Fund (TSX: BYD.UN) announced a cash distribution
for the month of October 2003 of $0.095 per trust unit. The
distribution will be payable on November 26, 2003 to unitholders
of record at the close of business on October 31, 2003.

Boyd Group Income Fund's policy is to pay monthly distributions to
unitholders of record on or around the last business day of the
month.

Holders of units who are non-residents of Canada will be subject
to withholding taxes in respect of any distributions made by Boyd
Group Income Fund.

The Fund is an unincorporated, open-ended mutual fund trust
created for the purposes of acquiring and holding certain
investments, including an interest in The Boyd Group Inc. and its
subsidiaries. The Boyd Group Inc. is the largest operator of
collision repair facilities in Canada and is among the largest in
North America.

Headquartered in Las Vegas, Boyd Gaming Corporation (NYSE: BYD)
(Fitch, BB+ Senior Secured Bank Credit Facility and BB- Senior
Unsecured Debt Ratings) is a leading diversified owner and
operator of 13 gaming entertainment properties located in Nevada,
New Jersey, Mississippi, Illinois, Indiana and Louisiana. Boyd
Gaming recently opened Borgata Hotel Casino and Spa at Renaissance
Pointe (AOL keyword: borgata or http://www.theborgata.com), a
$1.1 billion entertainment destination hotel in Atlantic City,
through a joint venture with MGM MIRAGE. Additional news and
information on Boyd Gaming can be found at
http://www.boydgaming.com


BUDGET GROUP: Committee Hires InteCap Inc. as Valuation Expert
--------------------------------------------------------------
By this application, the Official Committee of Unsecured
Creditors of the Budget Group Debtors seeks the Court's authority,
pursuant to Sections 327(a), 328(a) and 1103 of the Bankruptcy
Code and Rule 2014 of the Federal Rules of Bankruptcy Procedure,
to retain Scott D. Phillips of InteCap, Inc. as its valuation
expert, nunc pro tunc as of September 8, 2003.

The Committee wants to retain Mr. Phillips and InteCap in
connection with the litigation between Budget Rent-A-Car
Corporation of America and Budget Rent-A-Car International, Inc.
The retention relates to the representation of BRACC creditors
alone, not BRACII.  As valuation experts, Mr. Phillips and
InteCap will provide certain independent professional consulting
services including, without limitation, providing valuation of
estate assets and providing expert testimony at trial, if
necessary.

Mr. Phillips is InteCap's managing director.

William Bowden, Esq., at Ashby & Geddes, in Wilmington, Delaware,
asserts that the services of a valuation expert are necessary and
appropriate to enable the Committee to evaluate the complex
financial and economic issues raised by the Debtors'
reorganization proceedings and to effectively fulfill its
statutory duties.  The Committee selected Mr. Phillips and
InteCap because of their expertise in the valuation of
intellectual property rights.

InteCap is an international consulting firm with its principal
office located at 101 N. Wacker Drive, Suite 1600 in Chicago,
Illinois.  InteCap employs 200 consulting professionals in nine
offices around the world.  InteCap provides a broad range of
corporate consulting services to its clients, including, without
limitation, services pertaining to economic, valuation, and
strategy issues related to intellectual property and complex
commercial disputes.  InteCap and its senior professionals have
extensive experience in the valuation of intellectual property
rights.

Mr. Phillips is the head of InteCap's national trademark practice
and one of the foremost experts in his field.  His expertise in
transactional, tax, litigation, strategy and financial reporting
matters involving trademarks, patents, trade secrets, and
copyrights has been provided to a wide array of clients,
including Fortune 500 companies.

Mr. Phillips has extensive experience in litigation matters and
an excellent reputation for services he has rendered in large and
complex litigation on behalf of companies throughout the United
States.  These matters include:

    (1) Verizon Communications Inc., et al. v. Inverizon
        International, Inc.;

    (2) Quantum National Corp. and Quantum National Bank v. MBNA
        America Bank;

    (3) Harrah's Entertainment, Inc., et al. v. Station Casinos,
        Inc., et al.;

    (4) Calvin Klein Trademark Trust and Calvin Klein Inc. v.
        Linda Wachner, et al.;

    (5) Simon Property Group, LP v. mySimon, Inc.;

    (6) Ethex Corporation v. Warner Chilcott, Inc.;

    (7) M2 Software, Inc. v. Viacom, Inc. et al.;

    (8) The Babcock and Wilcox Company v. Tidelands Oil
        Production Company et al.;

    (9) DHL Corporation & Subsidiaries v. Commissioner; and

   (10) Sun Life Assurance Company of Canada v. SunAmerica Inc.

Mr. Phillips assures the Court that InteCap's principals and
professionals do not have any connection with the Debtors, their
creditors, or any other party-in-interest.  InteCap does not hold
or represent an interest materially adverse to the Debtors'
estates, and is a "disinterested person" under Section 101(14) of
the Bankruptcy Code.

Because of InteCap's large client base, it is, however, possible
that one of InteCap's clients or a counterparty to an engagement
may hold claim or otherwise is a party-in-interest in the
Debtors' Chapter 11 case.  But Mr. Phillips ascertains that none
of these business relationships constitutes interests materially
adverse to the Committee in matters on which InteCap is employed.

InteCap will be compensated on a monthly basis for hourly
professional fees incurred.  InteCap will also be reimbursed for
all reasonable out-of-pocket expenses.

InteCap's professional fees will be based on these hourly rates:

            Managing Directors          $395 - 545
            Directors                    250 - 345
            Associates                   190 - 235
            Analysts                     125 - 175

The Debtors will indemnify and hold InteCap, its officers,
employees, agents and affiliates, harmless for all claims,
liabilities, demands and causes of action that arise from their
involvement with providing expert services, except to the extent
that the claims, liabilities, demands and causes of action
resulted from willful misconduct. (Budget Group Bankruptcy News,
Issue No. 27; Bankruptcy Creditors' Service, Inc., 609/392-0900)


CABLE SATISFACTION: Bankers Exercise Rights re Cabovisao Shares
---------------------------------------------------------------
Cable Satisfaction International Inc. (TSX: CSQ.A), said it has
been advised by the bankers of Cabovisao - Televisao por Cabo,
S.A., the Company's subsidiary in Portugal, of their decision to
exercise through their security agent the rights relating to the
shares of Cabovisao including the right to call, attend and vote
in general meetings of shareholders.

As a result, the Company's ability as an indirect shareholder
thereof to exercise control over the affairs of Cabovisao is
likely to have been significantly reduced.

The Company has previously announced that its bankers had declined
to extend the waivers pertaining to the maturity date of
Cabovisao's credit facility. The action described above does not
constitute a notice of acceleration but Cabovisao's bankers have
expressly reserved their rights under the applicable
documentation.

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

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

Csii builds and operates large bandwidth (750 Mhz) hybrid fibre
coaxial (HFC) 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".


CALPINE: Says Moody's Downgrade Has Less Impact on Operations
-------------------------------------------------------------
Calpine Corporation (NYSE: CPN), a leading North American power
company, reaffirmed that its operations will not be materially
impacted by the change of Moody's Investors Service Senior Implied
rating on Calpine to B2 from Ba3, with a stable outlook.

The ratings on the company's senior unsecured debt, senior
unsecured convertible debt and convertible preferred securities
were also lowered.  The Moody's downgrade has no impact on the
company's credit agreements, and the company continues to conduct
its business with its usual creditworthy counterparties.

"Our commitment to strengthening and enhancing our financial
position continues to be one of our highest priorities.  To date
we have completed over $2.1 billion of our previously announced
$2.3 billion liquidity program," stated Bob Kelly, chief financial
officer for Calpine.  "In addition, we continue to advance on our
program of reducing debt.  Following our recent offering of senior
secured notes and term loans, we have reduced the amount of
outstanding senior unsecured debt, senior unsecured convertible
debt and convertible preferred securities by approximately $390
million."

Calpine Corporation is a leading North American power company
dedicated to providing wholesale and industrial customers with
clean, efficient, natural gas-fired and geothermal power
generation and a full range of energy products and services.  The
company generates power at plants it owns or leases in 22 states
in the United States, three provinces in Canada and in the United
Kingdom.  Calpine is also the world's largest producer of
renewable geothermal energy, and it owns approximately nine
hundred billion cubic feet equivalent of proved natural gas
reserves in Canada and the United States.  The company was founded
in 1984 and is publicly traded on the New York Stock Exchange
under the symbol CPN.  For more information about Calpine, visit
http://www.calpine.com


CALYPTE BIOMEDICAL: Provides Fiscal Year 2004 Financial Guidance
----------------------------------------------------------------
Calypte Biomedical Corporation (OTC Bulletin Board: CYPT), the
developer and marketer of the only two FDA approved HIV-1 antibody
tests for use with urine samples, announced financial guidance for
its 2004 fiscal year ending December 31, 2004.

Based upon its current backlog, the company expects to generate
revenues of $23 million to $25 million and net income of
approximately $5 million. The company does not expect to pay taxes
next year as a result of Net Operating Loss Carryforwards.

"We continue to generate growing interest in our urine HIV-1 EIA,"
said Tony Cataldo, Calypte Biomedical's Chairman. "In just the
last three months, the company has dramatically transformed itself
from teetering on the verge of insolvency to a strong and stable
concern. We significantly strengthened our balance sheet by
raising $12.5 million from Marr Technologies, our strategic
partner. This financing has given us the flexibility to pursue
many of the international opportunities that will result in
significant contracts. We are only now beginning to close
relationships with many of the countries in emerging markets. As
we enter these new markets, our growth should accelerate even
faster."

The company believes most of its revenues and earnings will come
from sales of its urine HIV-1 Rapid and EIA products to emerging
markets. Recently, Calypte announced that it had received orders
from Botswana and China and had initiated testing in Tanzania,
Rwanda, Burundi, and Botswana.

Calypte Biomedical Corporation -- whose June 30, 2003 balance
sheet shows a total shareholders' equity deficit of about $11
million -- headquartered in Alameda, California, is a public
healthcare company dedicated to the development and
commercialization of urine-based diagnostic products and services
for Human Immunodeficiency Virus Type 1 (HIV-1), sexually
transmitted diseases and other infectious diseases.  Calypte's
tests include the screening EIA and supplemental Western Blot
tests, the only two FDA-approved HIV-1 antibody tests that can be
used on urine samples.  The company believes that accurate, non-
invasive urine-based testing methods for HIV and other infectious
diseases may make important contributions to public health by
helping to foster an environment in which testing may be done
safely, economically, and painlessly.  Calypte markets its
products in countries worldwide through international distributors
and strategic partners.  Current product labeling including
specific product performance claims can be found at
http://www.calypte.com


CHOICE ONE COMMS: Pulls Plug on PwC's Engagement as Accountants
---------------------------------------------------------------
On October 15, 2003, the Audit Committee of Choice One
Communications Inc., dismissed PricewaterhouseCoopers LLP as the
independent accountants for the Company.

The report of PwC on the Company's consolidated financial
statements for the fiscal year ended December 31, 2002 contained
an explanatory paragraph for an uncertainty regarding the
Company's ability to continue as a going concern.

PwC did not render a report on the Company's consolidated
financial statements for the fiscal year ended December 31, 2001
because the firm of Arthur Andersen LLP was then engaged as the
Company's independent accountants.


COVANTA ENERGY: Treatment of Claims Under First Amended Plan
------------------------------------------------------------
Pursuant to their First Amended Joint Plan of Reorganization, the
Covanta Energy Debtors reclassify Claims and Equity Interests into
13 classes.  The modifications include:

   Class     Claims               Status       Voting Right
   -----     ------               ------       ------------
     5   Allowed Parent and       Unimpaired   Deemed to Accept
         Holding Company
         Guarantee Claims

     6   Allowed Parent and       Impaired     Entitled to Vote
         Holding Company
         Unsecured Claims

     7   Allowed Convertible      Impaired     Deemed to Reject
         Subordinated Bond Claims

    11   Equity Interests in      Unimpaired   Deemed to Accept
         Subsidiary Debtors

Class 2H Allowed Heber Secured Claims and Class 14 Equity
Interests in Heber Debtors were deleted from the Amended
Reorganization Plan.

In view of the changes in the classification of claims, the
treatment of some classified claims were also modified to include
these provisions:

Class 2: Allowed Project Debt Claims

   To the extent that defaults exist in connection with any
   Allowed Project Debt Claims, the Reorganized Debtors will
   comply with Section 1124(2) of the Bankruptcy Code on or
   before the Effective Date.  The Reorganizing Debtors will pay
   in cash any Secured Project Fees and Expenses, 30 days after
   the Confirmation Date.

   Subclass 3A: Secured Bank Claims

      Immediately after making the Distribution on account of the
      Allowed Priority Bank Claims, the Allowed Non-Priority
      Subclass 3A Claim Holders will receive a Pro Rata Subclass
      Share of the remaining Subclass 3A Recovery; provided
      however, that with respect to the Distribution of the
      remaining Subclass 3A Recovery:

      (a) the New Facility Lenders in Subclass 3A will receive
          their Secured Value Distribution first, to the extent
          available, in the form of Distributable Cash and
          thereafter in the form of New High Yield Secured Notes;
          and

      (b) the Additional New Lenders in Subclass 3A will receive
          their Secured Value Distribution first, in the form of
          New Lender Warrants and thereafter solely in the form
          of New High Yield Secured Notes.

      It is provided that Non-Participating Lenders in Subclass
      3A will receive their Secured Value Distribution solely in
      the form of New High Yield Secured Notes and will not
      receive any Distribution of Distributable Cash or New
      Lender Warrants.

   Subclass 3B: 9.25% Debenture Claims

      (a) The Subclass 3B Secured Claim will be deemed an Allowed
          Secured Claim in an amount equal to the Allowed
          Subclass 3B Settlement Amount and in full settlement,
          release and discharge of the Allowed Secured Claims of
          the Accepting Bondholders, each holder of an Allowed
          Subclass 3B Claim that is an Accepting Bondholder will,
          subject to payment of its Pro Rata share of the
          Settlement Distribution, receive its Pro Rata Subclass
          Share of Distributions of the Subclass 3B Accepting
          Bondholder Recovery; provided, however, that with
          respect to Subclass 3B Accepting Bondholder Recovery:

             (1) the New Facility Lenders in Subclass 3B that are
                 Accepting Bondholders, if any, will receive
                 their Secured Value Distribution first, to the
                 extent available, in the form of Distributable
                 Cash and thereafter in the form of New High
                 Yield Secured Notes; and

             (2) the Additional New Lenders in Subclass 3B that
                 are Accepting Bondholders, if any, will receive
                 their Secured Value Distribution solely in the
                 form of New High Yield Secured Notes plus a Pro
                 Rata Subclass Share of the New Lender Warrants;

          It is provided further that the Non-Participating
          Lenders in Subclass 3B that are Accepting Bondholders
          will not receive any Distributable Cash or any
          Distribution of New Lender Warrants as part of the
          Secured Value Distribution.  Distributions made to
          each Accepting Bondholder of the holder's Allowed
          Subclass 3B Claim will be subject to adjustment and
          modification in accordance with the provisions of the
          9.25% Settlement, including the waiver of the 9.25%
          Deficiency Claims and any subordination benefits with
          respect to the Convertible Subordinated Bonds, and
          payment of the holder's Pro Rata share of the
          Settlement Distribution to the holders of Allowed Class
          6 Claims;

      (b) In the event that the aggregate amount of Subclass 3B
          Claims held by Rejecting Bondholders is equal to or
          greater than $10,000,000, the Subclass 3B Claim of each
          Rejecting Bondholder will be deemed a Disputed Secured
          Claim, allowance will be subject to determination
          pursuant to the 9.25% Debentures Adversary Proceeding
          and on the Effective Date, the Reorganizing Debtors
          will deliver the Subclass 3B Rejecting Bondholder
          Recovery into a reserve account and be held subject to
          distribution; and

      (c) In the event that the aggregate amount of Subclass 3B
          Claims held by Rejecting Bondholders is less than
          $10,000,000, the Subclass 3B Claim of each Rejecting
          Bondholder will be deemed an Allowed Secured Claim in
          its full amount and in full settlement, release and
          discharge of the Allowed Secured Claims of the
          Rejecting Bondholders, on the Effective Date, each
          holder of an Allowed Subclass 3B Claim that is a
          Rejecting Bondholder will receive its Pro Rata Subclass
          Share of Distributions of the Subclass 3B Rejecting
          Bondholder Recovery.

          However, with respect to the Subclass 3B Rejecting
          Bondholder Recovery:

             (1) the New Facility Lenders in Subclass 3B that are
                 Rejecting Bondholders, if any, will receive
                 their Secured Value Distribution first, to the
                 extent available, in the form of Distributable
                 Cash and thereafter in the form of New High
                 Yield Secured Notes; and

             (2) the Additional New Lenders in Subclass 3B that
                 are Rejecting Bondholders, if any, will receive
                 their Secured Value Distribution solely in the
                 form of New High Yield Secured Notes plus a Pro
                 Rata Subclass Share of the New Lender Warrants.

          It is provided further that the Non-Participating
          Lenders in Subclass 3B that are Rejecting Bondholders
          will not receive any Distributable Cash or any
          Distribution of New Lender Warrants as part of the
          Secured Value Distribution.  In the event that the
          aggregate amount of Subclass 3B Claims held by
          Rejecting Bondholders is less than $10,000,000, the
          Distributions made to each Rejecting Bondholder of the
          holder's Allowed Subclass 3B Claim will not be subject
          to adjustment and modification, nor will they receive a
          release of claims asserted in the 9.25% Adversary
          Proceeding, in accordance with the provisions of the
          9.25% Settlement.

Class 4:  Allowed Operating Company Unsecured Claims

   Holders of Allowed Class 4 Claim will not have the option to
   elect to be treated as an Elective Convenience Claim.

Class 5: Allowed Parent and Holding Company Guarantee Claims

   On the Effective Date, the legal, equitable and contractual
   rights of the holders of Allowed Class 5 Claims will be
   reinstated in full satisfaction, release and discharge of
   their Class 5 Claims and will remain unaltered under the
   Reorganization Plan except as the Reorganizing Debtors and the
   holders of Allowed Class 5 Claims may otherwise agree or as
   holders may otherwise consent.  No contractual provisions or
   applicable law that would entitle the holder of an Allowed
   Class 5 Claim to demand or receive payment of that Claim prior
   to the stated maturity of the Claim, terminate any contractual
   relationship or take other enforcement action from and after
   the occurrence of a default that occurred prior to the
   Effective Date will be enforceable against the Reorganized
   Debtors.

Class 6: Allowed Parent and Holding Company Unsecured Claims

   In consideration of the agreement by the holders of Class 6
   Claims to waive any claims, including all alleged avoidance
   actions that might be brought against the holders of Subclass
   3A Claims and to settle the 9.25% Debentures Adversary
   Proceeding in accordance with the terms of the 9.25%
   Settlement, and to secure the support of the holders of
   Allowed Class 6 Claims for confirmation of the Reorganization
   Plan, the holders of Allowed Class 3 Claims have agreed to
   provide the holders of Allowed Class 6 Claims from the value
   that would otherwise have been  distributable to the holders
   of Allowed Class 3 Claims, so that on the Distribution Date,
   each holder of an Allowed Class 6 Claim will receive, in full
   satisfaction, release and discharge of its Class 6 Claim,
   Distributions consisting of:

      (a) the holder's Pro Rata Class Share of the Distribution
          Class 6 Warrants;

      (b) the holder's Pro Rata Class Share of Class 6 CPIH
          Preferred Stock;

      (c) the holder's Pro Rata Class Share of the CPIH
          Participation Interest; and

      (d) the holders Pro Rata Class Share of the proceeds, if
          any, with respect to the Class 6 Litigation Claims.

   Additionally, each holder of an Allowed Class 6 Claim:

      (1) will receive from each Accepting Bondholder, in full
          satisfaction, release and discharge of its rights with
          respect to the 9.25% Debentures Adversary Proceeding
          against each Accepting Bondholder, a Distribution
          consisting of the holder's Pro Rata Share of the
          Settlement Distribution; and

      (2) may receive a further Distribution subject to the
          resolution of the 9.25% Debentures Adversary
          Proceeding.

   With respect to the Distribution to holders of Allowed Class 6
   Claims, the Reorganizing Debtors will have the option to make
   all or any portion of the Distribution either directly to the
   holder of the Allowed Class 6 Claim or through a depository or
   trust arrangement that provides holders of Allowed Class 6
   Claims with the equivalent economic benefits they would have
   received through a direct Distribution; provided, however,
   that the costs of implementing and maintaining any depository
   or trust arrangement will be paid for from the proceeds of the
   Distribution to holders of Allowed Class 6 Claims.

Class 7: Allowed Convertible Subordinated Bond Claims

   On the Distribution Date, each holder of an allowed Class 7
   Claim will not receive any Distributions from the Reorganizing
   Debtors or retain any property under the Reorganization Plan
   in respect of Class 7 Claims on account of its Class 7 claims.

Class 9: Intercompany Claims

   Subclass 9B: Reorganizing Debtors Intercompany Claims

      In the sole discretion of the applicable Reorganizing
      Debtor or Reorganized Debtor, Subclass 9B Claims will be
      either:

         -- preserved and reinstated;
         -- released, waived and discharged,
         -- contributed to the capital of obligee corporation, or
         -- distributed to the obligee corporation.

Class 11: Equity Interests in Subsidiary Debtors

   As of the Effective Date, all holders of Equity Interests in
   Subsidiary Debtors will be reinstated in full satisfaction,
   release and discharge of any Allowed Class 11 Claims and the
   Equity Interests will be evidenced by the existing capital
   stock, partnership and membership interests.

   Class 11 Equity Interests are unimpaired and the holders of
   Allowed Class 11 Equity Interests are conclusively presumed to
   accept the Reorganization Plan.  (Covanta Bankruptcy News,
   Issue No. 38; Bankruptcy Creditors' Service, Inc., 609/392-
   0900)


CROWN CASTLE: Declares Quarterly 6.25% Preferred Share Dividend
---------------------------------------------------------------
Crown Castle International Corp. (NYSE: CCI) announced that the
quarterly dividend on its 6.25% Convertible Preferred Stock will
be paid on November 17, 2003 to holders of record on November 1,
2003.

The dividend will be paid in shares of the Company's common stock,
and the dividend rate will be announced in a press release on or
before the record date of November 1, 2003.

Contact regarding Dividend Payments: Patti Knight, Mellon Investor
Services at 214-922-4420.

Crown Castle International Corp. (S&P, B- Corporate Credit Rating,
Stable Outlook) engineers, deploys, owns and operates
technologically advanced shared wireless infrastructure, including
extensive networks of towers and rooftops as well as analog and
digital audio and television broadcast transmission systems.  The
Company offers near-universal broadcast coverage in the United
Kingdom and significant wireless communications coverage to 68 of
the top 100 United States markets, to more than 95 percent of the
UK population and to more than 92 percent of the Australian
population.  Crown Castle owns, operates and manages over 15,500
wireless communication sites internationally.  For more
information on Crown Castle, visit: http://www.crowncastle.com


DELTA WOODSIDE: Q1 2004 Operating Results Enter Negative Zone
-------------------------------------------------------------
Delta Woodside Industries, Inc. (NYSE-DLW) reported net sales of
$42.6 million for the quarter ended September 27, 2003, a decrease
of 7.8% when compared to net sales of $46.2 million for the
quarter ended September 28, 2002.

The decrease was the result of a decrease in unit sales partially
offset by a 1.4% increase in average sales price. Unit sales
declined because customer demand declined, primarily as a result
of weak retail sales. Also contributing to the decline was
continued pressure from imports coupled with over capacity of
domestic textile production. Product mix changes accounted for the
increase in average sales price.

The Company reported an operating loss of $1.9 million for the
quarter ended September 27, 2003 compared to an operating profit
of $3.1 million in the prior year quarter. The Company reported a
net loss of $3.1 million or $0.53 per common share for the quarter
ended September 27, 2003 compared to net income of $1.4 million or
$0.24 per common share for the quarter ended September 28, 2002.
The operating loss for the current year quarter was principally
the result of unabsorbed manufacturing costs associated with
reduced running schedules brought on by reduced customer demand.
Increased employee benefit costs in the first quarter also
contributed to the operating loss.

There was no income tax impact for the current year quarter due to
the requirement, previously announced on September 26, 2003, for a
tax valuation allowance that reduced the Company's net deferred
tax assets to zero as of the fiscal year ended June 28, 2003 and
will similarly reduce it for subsequent periods. For the prior
year quarter, the Company recorded a tax expense of $0.9 million.

As a result of the operating loss in the current year first
quarter, the Company's operating subsidiary Delta Mills, Inc. was
not in compliance with the financial covenants of its $50 million
revolving credit agreement with GMAC at the end of the first
quarter of fiscal 2004. As reported on September 26, 2003, Delta
Mills has already obtained a waiver of compliance with these
covenants from GMAC for the first quarter of fiscal 2004.
Management is currently in discussions with GMAC with respect to
amending these covenants or extending the waiver.

W.F. Garrett, President and CEO, commented, "The order flow on our
books did not happen as planned due to unexpectedly slow retail
late in the first quarter. Slow retail continued early in the
second quarter, but recently, retail has improved and inventories
throughout the supply chain should be corrected."

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


DISTRIBUTION MANAGEMENT: Ability to Continue Ops. Uncertain
-----------------------------------------------------------
Distribution Management Services, Inc. was Incorporated in the
State of Florida on January 25, 1995. The Company was organized
for the purpose of operating a transfer station for recycling of
construction and demolition materials in Miami, Florida. From
incorporation, the Company was principally engaged in
organizational activities, construction of its recycling facility,
and raising capital until approximately May 1999. Accordingly, the
Company was considered to be in the development stage throughout
that period. On April 2003, the Company entered into a contract to
sell its recycling center for $1,050,000. The closing of this
transaction occurred on July 25, 2003 after the purchaser had
completed satisfactory due diligence and all conditions precedent
had been met. The Company used the net proceeds from the sale to
(i) satisfy the existing mortgage on the Center, including all
unpaid interest, (ii) repay accounts payable and debt to
affiliated parties, and (iii) for working capital.

On May 23, 2003, the Company acquired the rights, title and
interest to two (2) full length motion picture scripts. It is the
Company's intention to produce, market and distribute one or both
of these scripts as full length motion pictures.

On September 22, 2003, the Company entered into an agreement to
buy 100% of an entity controlled by the individuals who sold the
Company the rights to the movie scripts. These individuals are
also directors of the Company. The newly formed entity has the
right to manufacture and distribute a camera stabilizer to be used
in marine filming.

Loss from continuing operations for the three-month period ended
August 31, 2003 is primarily comprised of professional fees and
other operating expenses associated with the Company's efforts to
develop new business ventures.

Loss from discontinued operations for the three-month period ended
August 31, 2003 included revenues of approximately $19,400,
expenses of approximately $18,500 and a loss on the sale of the
recycling center of approximately $32,000. Discontinued operations
for the three-month period ended August 31, 2002 included
approximately $36,600 of revenues and $39,000 of expenses. All
revenues generated for the current and prior period related solely
to the recycling center.

The Company's financial statements have been prepared in
conformity with generally accepted accounting principles which
assume that the Company will continue on a going concern basis,
including, the realization of assets and liquidation of
liabilities in the ordinary course of business. The Company
intends to finance production of the movie rights from the
proceeds of a private offering of its restricted equity
securities. No assurance can be given that the Company will be
successful in it efforts relating to the above movie rights. There
are significant uncertainties with regard to the Company's ability
to generate sufficient cash flows from operations or other sources
(including related party loans) to meet and fund its commitments
with regard to existing liabilities and recurring expenses. These
factors raise substantial doubt about the Company's ability to
continue as a going concern.

As of August 31, 2003, the Company had cash on hand of $320,347.
The monthly gross revenue received by the Company from the
recycling center averaged $12,500 per month. As a result of the
sale of the recycling center the Company received gross proceeds
of $1,050,000 from which $410,000 was used to fully satisfy the
existing mortgage on the recycling center, $219,000 was to repay
debt owed to unaffiliated third parties and approximately $101,000
was used to partially repay outstanding principal on loans from
affiliates.

There are currently outstanding two loans from related parties in
the principal sum of $50,000 and $11,147, respectively, after
partial repayment of principal in the aggregate amount of $101,000
and the conversion of $100,000 of principal into 769,231 shares of
the Company's restricted common stock based on a per share price
of $.13 which was the closing price on the trading date
immediately preceding the conversion, other compensation of
$89,475 for the fiscal years ended May 31, 2002 and 2003. All
accrued interest on these loans, aggregating $99,546 as of year
end May 31, 2003, was converted into equity during the period in
the aggregate amount of 765,738 shares of the Company's restricted
common stock based on the Conversion Price. The loans are due upon
demand and bear interest at the applicable Federal rate. These
related parties have no obligation to make any further loans to
the Company in the future notwithstanding that they have made
loans in the past. These loans may be converted, in whole or in
part, by the related parties in their discretion into shares of
the Company's restricted common stock at fair market value
although there is no assurance given that this will occur.

Currently the Company has no revenues since the sale of the
recycling center in July, 2003. The balance of the net proceeds
received from the sale after the repayment of non-affiliate debt,
satisfaction of the mortgage and certain related party loans is
being used for working capital. Management believes that these
funds will be sufficient for the Company's working capital needs
for the next 12 months, exclusive of the funds necessary for the
production of the films, since the Company has also significantly
reduced its outstanding debt to related parties. Management is in
discussions relating to the acquisition of certain income
producing assets. No assurances are given that any assets which
may be acquired by the Company will produce sufficient assets to
meet the Company's cash flow requirements. Further, the
acquisition of such assets will require the expenditure of cash
and the issuance of restricted securities. The Company does not
have all of the cash that may be necessary to fund the acquisition
and will be required to rely on the sale of its securities.
Management has been in discussions for possible equity financing
in an amount of up to $5,000,0000 through the registration of its
securities. The Company may also determine to sell its restricted
securities on a private placement basis. In either event, there
can be no assurance that any of the funds so required will be
available or, if available, on terms satisfactory to the Company.
The Company will also require up to $3,000,000 to fund the
production, marketing and distribution of one of the movie scripts
it acquired in May 2003. Without the funding described, the
Company will be unable to proceed with its business plans which
would have a material adverse effect on its business and financial
condition and it may be unable to continue as a going concern.


DLJ MORTGAGE: Fitch Ratchets Classes B-4 Note Rating Up to B+
-------------------------------------------------------------
Fitch Ratings upgrades DLJ Mortgage Acceptance Corp.'s commercial
mortgage pass-through certificates, series 1996-CF2, as follows:

     --$30.6 million class A-3 to 'AAA' from 'AA';
     --$25.5 million class B-1 to 'AAA' from 'A+';
     --$12.7 million class B-2 to 'AA+' from 'BBB';
     --$30.6 million class B-3 to 'BBB-' from 'BB';
     --$17.8 million class B-4 to 'B+' from 'B'.

In addition, Fitch affirms the following classes:

     --$75.6 million class A-1B 'AAA';
     --$30.6 million class A-2 'AAA';
     --Interest-only class S 'AAA'.

Fitch does not rate the $14 million class C certificates.

The rating upgrades are primarily attributed to the increased
subordination levels resulting from the paydown of the pool's
certificate balance. As of the October 2003 distribution date, the
pool's aggregate certificate balance had decreased by 53%, to
$237.4 million from $508.6 million at issuance.

Midland Loan Services, Inc., the master servicer, collected year-
end 2002 operating statements for 98% of the loans by principal
balance. Based on these operating statements, the pool's 2002
weighted average debt service coverage ratio remains above
issuance at 1.51 times from 1.37x at issuance.

Currently, four loans (6%) are in specially servicing. The largest
specially serviced loan (2.3%), Las Cortes Apartments, is secured
by a multifamily property in Dallas, TX and is currently 30 days
delinquent. The next largest specially serviced loan (1.9%),
Northland Mall Shopping Center, is secured by a retail property in
Carol Stream, IL. An anchor space at the property was recently
leased and renovation has begun. One loan, Eagle Country Market
(1.4%), is real estate-owned and expected to result in a loss. The
loan is secured by a vacant big box retail property located in
Clinton, IA. Eight loans (11.1%) have a YE 2002 DSCR less than
1.0x.

Fitch applied various hypothetical stress scenarios taking into
consideration all of the above concerns. Even under these stress
scenarios subordination levels remain sufficient to justify the
upgrades. Fitch will continue to monitor this transaction, as
surveillance is ongoing.


DOMAN INDUSTRIES: Monitor Files Progress Report on Restructuring
----------------------------------------------------------------
Doman Industries Limited announces that KPMG Inc., the Monitor
appointed by the Supreme Court of British Columbia under the
Companies Creditors Arrangement Act has filed with the Court a
special purpose report which is primarily intended to provide
summary information on the Company's progress with respect to
certain provisions of the Restructuring Process Order issued by
the Court on October 10, 2003, for the period up to October 20,
2003.

A copy of the report may be obtained by accessing the Company's
Web site -- http://www.domans.com-- or the Monitor's Web site --
http://www.kpmg.ca/doman


DT INDUSTRIES: Lenders Agree to Amend Senior Credit Facility
------------------------------------------------------------
DT Industries, Inc. (Nasdaq: DTII), an engineering-driven
designer, manufacturer and integrator of automation systems and
related equipment used to manufacture, assemble, test or package
industrial and consumer products, has reached an agreement with
its lenders to amend its senior credit facility.

The amended credit facility includes a waiver for the Company's
covenant defaults for the fourth quarter of fiscal 2003 and the
first quarter of fiscal 2004, revised financial covenants and a
reduction of the revolving loan commitment from $45 million to
approximately $42 million. Pursuant to the amended facility, the
Company is subject to an increased interest rate on its
outstanding indebtedness if it fails to reduce to $18 million the
outstanding principal balance of the indebtedness and revolving
loan commitment by January 31, 2004.

In connection with the amended facility, the Company agreed to pay
an amendment fee of 0.25% of the revolving loan commitment plus
the outstanding term loan and, in the event it fails to divest
certain assets and reduce the outstanding principal balance of the
indebtedness by at least $22 million by January 31, 2004, a
facility fee of 1.50% of the revolving loan commitment plus the
outstanding term loan.

In light of the reduced availability under the amended credit
facility, the Company will need to effectively manage its cash to
meet its liquidity and debt reduction needs through July 2, 2004,
the maturity date of the facility. The Company believes that it
will be able to satisfy its liquidity needs after July 2, 2004 by
delaying or reducing capital expenditures, restructuring or
refinancing its debt, selling assets or seeking additional equity
capital.

Standard & Poor's Ratings Services placed it 'B-' corporate credit
rating on DT Industries Inc. on CreditWatch with negative
implications because of the company's very weak operating results
amid a challenging industry environment.

Dayton, Ohio-based DT Industries, a supplier of automated
production and equipment and systems, has total balance sheet debt
of about $40 million.


EAST COAST BEVERAGE: Changes Name to North American Food & Bev.
---------------------------------------------------------------
East Coast Beverage Corp. ECBV, officially emerged from Chapter 11
on July 8, 2003, stated William R. Smith, CEO. The Company which
filed for bankruptcy in April of 2002, announced that its Plan of
Reorganization was confirmed by the U.S. Bankruptcy Court for the
Southern District of Florida on July 8, 2003.

Additionally, the Company also announced that as part of its
restructuring, it has changed its name to NORTH AMERICAN FOOD &
BEVERAGE, INC. NFBC. As called for by the Plan of Reorganization,
the 1 for 15 reverse stock split was effective on the OTCBB on
October 16, 2003.

North American Food & Beverage, Inc. now emerges from Bankruptcy
as a diversified Food and Beverage Distributor with an agreement
with Royal Brokerage Group, LLC. North American Food & Beverage,
Inc. sees its agreement with Royal Brokerage Group, LLC as an
opportunity to serve the rapidly expanding Hispanic food market,
whose sales are expected to grow to $75 billion by 2008.

North American Food and Beverage, Inc. is now an exciting
combination of marketing and distribution of both food and
beverage products. The Company's food division will be
representing various ethnic food manufacturers and its own
beverage division will distribute "New Age" Ready to Drink (RTD)
beverages and plans to distribute its own proprietary beverages in
the future. The merging of these two divisions will result in a
diversified food and beverage operation with unlimited potential
in the growing specialty markets.


EASTGROUP PROPERTIES: Reports Improved 3rd-Quarter 2003 Results
---------------------------------------------------------------
EastGroup Properties, Inc. (NYSE-EGP) announced the results of its
operations for the three and nine months ended September 30, 2003.

                       FUNDS FROM OPERATIONS

For the quarter ended September 30, 2003, funds from operations
was $.53 per share compared with $.62 per share in the same period
of 2002, a decrease of 14.5%. FFO per share for the third quarter
of 2003 was reduced by $.09 per share due to the write-off of the
original issuance costs of the Series A Preferred Stock which was
redeemed on July 7, 2003. FFO per share for the third quarter of
2002 included $.02 per share from gains on securities.

For the nine months ended September 30, 2003, FFO was $1.74 per
share compared with $1.93 per share for the same period of 2002, a
decrease of 9.8% per share. As mentioned above, a decrease of $.09
per share resulted from the write-off of the original issuance
costs of the Series A Preferred Stock. Gains on securities were
$.02 per share in 2003 compared with $.09 per share in 2002.

Property net operating income (GAAP basis) from same properties
held for both the current and past reporting periods increased
1.5% for the three months and was flat for the nine months ended
September 30, 2003, respectively. Rental decreases on new and
renewal leases averaged 10.1% for the quarter.

David H. Hoster II, President and CEO, stated, "We are pleased to
have achieved a 1.5% increase in same property operations for the
third quarter on a GAAP basis. This growth is a definite positive
given the current state of real estate fundamentals."

                       EARNINGS PER SHARE

On a diluted per share basis, earnings per common share was $.13
and $.50 for the three and nine months ended September 30, 2003
compared with $.16 and $.66 for the same periods in 2002. Diluted
EPS for the third quarter of 2003 was reduced by $.09 due to the
write-off of the original issuance costs of the Series A Preferred
Stock which was redeemed on July 7, 2003. Increases to EPS were
primarily a result of the positive effect on the EPS calculation
due to the conversion of the convertible preferred stock.

                          DEVELOPMENT

The incremental growth of EastGroup's current development program
and 2002 property transfers to the portfolio increased PNOI by
$598,000 in the third quarter of 2003. At September 30, 2003,
EastGroup had seven development properties containing 543,000
square feet with a projected total cost of approximately $30
million either in lease-up or under construction. Of this total,
approximately 31% of the space was leased as of October 20, 2003.

During the third quarter, EastGroup purchased 72 acres of land for
new development in Orlando Central Park, Orlando's premier
industrial location, for a price of $5.1 million. The property is
strategically located in the northwest quadrant of the
intersection of the Beeline Express and John Young with 3,400 feet
of frontage on the Beeline, the major connector between Orlando
International Airport and Interstate 4. EastGroup will create a
master planned business park to be named SouthRidge Commerce
Center which is projected to ultimately contain approximately
750,000 square feet of industrial space in eight to eleven
business distribution type buildings. Site development costs are
projected to total approximately $2 million as the land is
developed. SouthRidge will offer a park setting with lakes,
upscale landscaping and extensive highway visibility. Construction
of the first building is scheduled for late in the first quarter
of next year.

Metro Airport Commerce Center (32,000 square feet) in Jackson,
Mississippi, with total costs of $1,782,000, was transferred from
development to the portfolio during the third quarter of 2003.
This property is currently 33% leased with an expected straight-
line yield of 11% upon lease-up.

In October, the Company announced that it is developing a 66,450
square foot build-to-suit facility for Devon Energy Production
Company, LP. The distribution building, which has a projected
total cost of approximately $3.4 million, will be located on 4.22
acres in EastGroup's World Houston International Business Center
development in north Houston between Beltway 8 and George Bush
Intercontinental Airport. The initial term of the lease is 15
years.

                         ACQUISITIONS

In September 2003, EastGroup purchased a business distribution
property in Dallas, Texas for a price of $4,425,000. Shady Trail
Distribution Center, which contains 118,000 square feet, was built
in 1998 and is located in the Walnut Hill/Stemmons Freeway
submarket of Dallas. The property is currently 50% occupied and is
projected to generate an unleveraged stabilized yield upon lease-
up of approximately 9.5%.

In October 2003, the Company purchased Crown Park Commerce Center
(72,000 square feet) in Tampa, Florida for a price of $4,850,000.
It is located in the Tampa International Airport submarket and is
a multi-tenant business distribution building which was
constructed in 2001. The property, which is 100% leased to five
tenants, is projected to generate an unleveraged first year yield
of approximately 9.5%.

                          DIVIDENDS

EastGroup paid dividends of $.475 per share of common stock in the
third quarter of 2003, which represented 90% of funds from
operations per diluted share for the quarter. This dividend was
the 95th consecutive quarterly distribution to EastGroup's common
stockholders and represents an annualized dividend rate of $1.90
per share, which yields 6.5% on the closing stock price of $29.04
on October 20, 2003. EastGroup also paid quarterly dividends of
$.547 per share on its Series B Preferred Stock and $.4914 per
share on its Series D Preferred Stock on October 15, 2003 to
stockholders of record as of September 30, 2003.

                     CAPITAL TRANSACTIONS

On July 2, 2003, EastGroup closed a public offering of 1,320,000
shares of 7.95% Series D Cumulative Redeemable Preferred Stock
with a liquidation preference of $25 per share. The offering
resulted in approximately $32.3 million of net proceeds. In
connection with the issuance of the Series D Preferred Stock,
Fitch Ratings initiated coverage of EastGroup and assigned an
issuer rating of BBB- along with a preferred stock rating of BB+.

On July 7, 2003, EastGroup redeemed all of its outstanding 9.00%
Series A Cumulative Redeemable Preferred Stock (Series A). The
redemption price of these shares (excluding accrued dividends) was
$43.125 million. The original issuance costs of $1,768,000 related
to Series A in 1998 were recorded as a preferred issuance cost and
reported similar to a preferred dividend in the third quarter.

During the third quarter of 2003, 850,000 shares of 8.75% Series B
Cumulative Convertible Preferred Stock were converted into 965,940
shares of common stock. For the nine months ended September 30,
2003, 2,250,000 preferred shares have been converted into
2,556,900 common shares. There were 550,000 Series B preferred
shares outstanding at September 30, 2003.

In August 2003, EastGroup closed a $45.5 million, nonrecourse
first mortgage loan secured by ten properties in Texas, Arizona
and Florida. The note has a fixed interest rate of 4.75%, a ten-
year term, and an amortization schedule of 25 years. The proceeds
were used to reduce floating rate bank borrowings.

Mr. Hoster stated, "We have strengthened the balance sheet with
the capital transactions completed during the second and third
quarters. Debt-to- total market capitalization is at a healthy
37.0% at September 30, 2003, preferred dividend costs have
decreased and common shares outstanding have increased by 21.7% in
2003. We are in a good position to take advantage of future
acquisition and development opportunities with these
transactions."

"In addition, we are pleased that, after a review of EastGroup,
Fitch issued an investment grade rating for us. This should have a
positive effect on capital raising costs in the future."

                         OUTLOOK FOR 2003

FFO per share for 2003 is estimated to be in the range of $2.35 to
$2.38. Earnings per share for 2003 should be in the range of $.70
to $.73. The table below reconciles projected net income to
projected FFO.

                    SUPPLEMENTAL INFORMATION

Supplemental financial information is available by request by
calling the Company at 601-354-3555, or by accessing the report in
the reports section of the Company's Web site at
http://www.eastgroup.net

EastGroup Properties, Inc. (Fitch, BB+ Preferred Stock Rating,
Stable Outlook) is a self-administered equity real estate
investment trust focused on the acquisition, ownership and
development of industrial properties in major Sunbelt markets
throughout the United States. Its strategy for growth is based on
its property portfolio orientation toward premier distribution
facilities clustered near major transportation centers.
EastGroup's portfolio currently includes 19.1 million square feet
with an additional 609,000 square feet of properties under
development. EastGroup Properties, Inc. press releases are also
available on the Company's Web site.


EASYLINK SERVICES: Ptek Closes Purchase of Debt/Equity Interest
---------------------------------------------------------------
Ptek Holdings, Inc. (NASDAQ: PTEK) -- http://www.ptek.com-- a
leading provider of business communications services, completed
the purchase of a 12% secured promissory note in the principal
amount of $10,975,082 issued by Easylink Services Corporation
(NASDAQ: EASY) and 1,423,980 shares of Easylink Class A common
stock from AT&T Corp. (NYSE: T).

In exchange for the note and shares, Ptek paid AT&T $1,894,606 in
cash and issued to AT&T a seven year warrant to purchase 250,000
shares of Ptek common stock at $9.36 per share.

In connection with the sale, Ptek agreed to amend the payment
schedule of the note, as follows: Ptek is entitled to receive
total payments of $13,745,846, consisting of 10 quarterly payments
of $800,000 commencing December 1, 2003, and a balloon payment of
$5,745,846 on June 1, 2006. The note is secured by a first lien on
the assets of the Easylink business acquired by Easylink from
AT&T.

In addition, Easylink agreed to dismiss its pending lawsuit
against Ptek and has released the Company from the claims in the
lawsuit.

"We are pleased to have completed the purchase of the Easylink
note and shares from AT&T, as it provides us a solid investment
opportunity," said Boland T. Jones, Founder, Chairman and Chief
Executive Officer of Ptek Holdings, Inc.

Ptek Holdings, Inc. is a leading provider of business
communications services that enable global enterprises to better
communicate with constituents, acquire and retain customers and
automate business processes. These solutions, which include
conferencing, Web collaboration and messaging, are marketed under
the Premiere Conferencing and Xpedite brand names. Ptek Holdings'
corporate headquarters is located at 3399 Peachtree Road NE, The
Lenox Building, Atlanta, GA 30326. Additional information can be
found at http://www.ptek.com

EasyLink Services Corporation is a provider of services that power
the electronic exchange of information between enterprises, their
trading communities and their customers. Every business day, it
handlez over 800,000 transactions that are integral to the
movement of money, materials, products and people in the global
economy such as insurance claims, trade and travel confirmations,
purchase orders, invoices, shipping notices and funds transfers,
among many others. The Company offers a broad range of information
exchange services to businesses and service providers, including
electronic data interchange services or "EDI"; production
messaging services; integrated desktop messaging services;
document capture and management services; boundary and managed
email services; and other services largely consisting of legacy
real time fax services.

At June 30, 2003, EasyLink had $5.9 million of cash and cash
equivalents.

For the years ended December 31, 2002, 2001 and 2000, EasyLink
received a report from its independent accountants containing an
explanatory paragraph stating that the Company suffered recurring
losses from operations since inception and have a working capital
deficiency that raise substantial doubt about its ability to
continue as a going concern.

As of June 30, 2003, the Company had $7.1 million of notes payable
and capitalized interest payable within one year. Although the
Company has substantially reduced its outstanding debt
obligations, cash payments of principal and interest due within
one year from June 30, 2003, amount to $6.6 million. If the
Company's cash flow is not sufficient it may need additional
financing to meet this debt service requirement and other cash
requirements for its operations. However, if unable to raise
additional financing, restructure or settle additional outstanding
debt or generate sufficient cash flow, the Company has indicated
that it may be unable to continue as a going concern.

EasyLink believes its ability to continue as a going concern is
dependent upon its ability to generate sufficient cash flow to
meet its obligations on a timely basis, to obtain additional
financing or refinancing as may be required, and ultimately to
achieve profitable operations. Management is continuing the
process of further reducing operating costs and increasing its
sales efforts. There can be no assurance that the Company will be
successful in these efforts.

Sales of additional equity securities could result in additional
dilution to its stockholders. In addition, on an ongoing basis,
the Company continues to evaluate potential acquisitions to
complement its business messaging services. In order to complete
these potential acquisitions, it may need additional equity or
debt financing in the future.


ENRON CORP: Hires Innisfree as Balloting and Tabulation Agent
-------------------------------------------------------------
Over 23,000 proofs of claim were filed against the Enron Debtors,
exceeding $310,000,000,000, including duplication but excluding
any estimated amounts for unliquidated claims.  Brian S. Rosen,
Esq., at Weil, Gotshal & Manges LLP, in New York, anticipates
that solicitation of votes on the Plan will be complicated.

Solicitation of votes will be further complicated by the amount
of publicly traded debt and equity securities and syndicated debt
the Debtors issued prepetition.  As of the Petition Date, Mr.
Rosen notes that the Debtors had about 30 issues of publicly
traded bonds or syndicated debt outstanding and 764,361,400
shares of publicly traded common stock issued and outstanding.
Most of these publicly traded bonds and common stock are
registered in the name of banks, brokers or trusts acting as the
nominee holder on behalf of the beneficial holder, rather than in
the name of the beneficial holder.

Given these complexities, the Debtors determined that it is
necessary and appropriate to retain the services of Innisfree M&A
Incorporated.  Innisfree is an international counseling firm
whose employees are experienced in all areas pertaining to the
identification and solicitation of holders of securities.
Innisfree has a state-of-the-art mailing facility and tabulation
system and is highly experienced in dealing with the back offices
of the various departments of the banks and brokerage firms.

Moreover, Mr. Rosen relates that Innisfree has extensive
experience with handling large, complex Chapter 11 solicitations,
including that of WorldCom, Inc., Global Crossing, Armstrong
World Industries and Kmart.  According to Mr. Rosen, Innisfree
has worked closely with Bankruptcy Services, LLC, the Debtors'
Court-approved claims agent, on a number of cases.  Thus,
Innisfree is experienced in coordinating with and utilizing data
provided by BSI.  This history inures to the Debtors' benefit as
Innisfree and BSI, through their prior experiences, have already
resolved any technological or other issues that might otherwise
prove problematic.  The Debtors and Innisfree intend to work
closely with BSI to cost-efficiently incorporate the data
contained in BSI's database into the balloting and tabulation
process.  Furthermore, because Innisfree and BSI are familiar
with their roles, the danger of duplication of services and
attendant duplicative costs is eliminated.  Innisfree will
coordinate any services performed at the Debtors' request with
BSI and any other professionals retained by the Debtors, as
appropriate, to avoid unnecessary duplication of effort.

By this application, the Debtors seek the Court's authority to
employ Innisfree as their Balloting, Tabulation and Solicitation
Agent pursuant to Section 327(a) of the Bankruptcy Code.

Pursuant to a Letter Agreement dated July 10, 2003, Innisfree
agreed to:

   (a) provide advice to the Debtors and their professionals
       regarding all aspects of balloting, tabulation and
       solicitation of votes, including timing issues, voting
       and tabulation procedures, and documents required for the
       vote or notice purposes;

   (b) provide input regarding the voting procedures set forth
       in the Disclosure Statement and the ballots, particularly
       as may relate to beneficial owners of securities held in
       Street name;

   (c) work with the Debtors and BSI to request appropriate
       records for any claims not based on securities;

   (d) work with the Debtors to request appropriate information
       from the trustees of the Debtors' bonds, the equity
       transfer agent(s), The Depository Trust Company, and
       other parties, as appropriate;

   (e) mail voting and non-voting documents, as applicable, to
       the registered record holder of bonds and stock, and to
       other creditors;

   (f) coordinate the distribution of voting documents to
       beneficial holders of voting securities by forwarding the
       appropriate documents to the banks and brokerage firms or
       their agents, holding the securities, who in turn will
       forward these documents to the beneficial owners;

   (g) coordinate the distribution of notice documents to
       beneficial holders of any non-voting securities by
       forwarding the appropriate documents to the banks and
       brokerage firms holding the securities, who in turn will
       forward these documents to the beneficial owners;

   (h) distribute copies of the master ballots to the appropriate
       nominees for purposes of casting votes on behalf of
       beneficial owners;

   (i) prepare a certificate of service for filing with the
       Court;

   (j) handle requests for documents from parties-in-interest,
       including brokerage firms and bank back offices and
       institutional holders;

   (k) respond to telephone inquiries from holders regarding the
       Disclosure Statement and the voting procedures;

   (l) make telephone calls to confirm receipt of the plan
       documents and respond to questions about the voting
       procedures;

   (m) assist with an effort to identify beneficial owners of
       the Debtors' bonds;

   (n) receive and examine all ballots and master ballots cast
       by creditors, including date and time-stamping the
       originals of all ballots and master ballots upon receipt;

   (o) tabulate all timely received ballots and master ballots
       in accordance with court-approved procedures, and prepare
       a vote certification for filing with the Court;

   (p) testify at the confirmation hearing, or otherwise, if
       requested by the Debtors; and

   (q) undertake other duties as may be agreed upon by the
       Debtors and Innisfree.

The Debtors agreed to indemnify and hold harmless Innisfree and
its affiliates, directors, officers, members, agents, employees,
and controlling persons for loss, damage, expense or claims
arising out of Innisfree's fulfillment of the Agreement.

According to Mr. Rosen, Innisfree will be compensated for its
services in this manner:

   (i) A $15,000 project fee, plus $2,000 for each issue
       of public securities entitled to vote on the Plan and
       $1,500 for each issue of public securities not entitled
       to vote on the Plan, but entitled to receive notice;

  (ii) For the mailing to registered record holders of
       securities and any other creditors for which service is
       required or requested, labor charges are estimated at
       $1.75 to $2.25 per package, with a minimum of $500 per
       category of holder or plan class;

(iii) A minimum $4,000 charge to take up to 500 telephone calls
       from creditors and equity holders within a 30-day
       solicitation period;

  (iv) A $100 per hour charge for the tabulation of ballots
       and master ballots, plus set up charges of $1,000 for
       each tabulation element involving two-tier voting and
       $10,000 for all tabulation elements relating to all other
       claims;

   (v) Mailing to registered record holders of securities and
       other creditors, if requested, would be charged at $0.50
       to $0.65 per holder with a $250 minimum for each category
       of holder or plan class;

  (vi) $15,000 will be charged for a notice mailing to the
       Street name holders of debt and equity securities; and

(vii) Consulting hours will be billed based on hourly rates.
       Consulting services include reviewing and advising on the
       development of solicitation materials and procedures, as
       well as preparing for the confirmation hearing as to
       solicitation and tabulation of the votes.  Currently, the
       hourly rates are:

          Co-Chairman             $400
          Managing Director        375
          Practice Director        325
          Director                 275
          Account Executive        250
          Staff Assistant          175

Furthermore, all out-of-pocket expenses related to any work
undertaken will be charged separately, and will include travel
costs, postage, messengers and couriers, telephone usage, among
others.

Jane Sullivan, a Director at Innisfree, assures Judge Gonzalez
that to the best of her knowledge, Innisfree has not represented
and does not represent any creditor or party-in-interest in
matters adverse to the Debtors' estate.  Innisfree is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.  Innisfree may have provided services to
other parties-in-interests but it would not compromise in any way
Innisfree's ability to provide the services to the Debtors.
Innisfree will also not agree, at any point in the future, to
provide services to any party that could compromise its ability
to serve the Debtors as voting agent. (Enron Bankruptcy News,
Issue No. 84; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ESSENTIAL THERAPEUTICS: Reorganization Plan Declared Effective
--------------------------------------------------------------
Essential Therapeutics, Inc., and its subsidiaries, Maret
Corporation and The Althexis Company, Inc., announced that their
Plan of Reorganization filed with the Delaware Bankruptcy Court on
May 2, 2003 was confirmed by the Bankruptcy Court on October 10,
2003 and has become effective.

Among other things, the Plan provides for the merger of Maret and
Althexis into Essential, the payment in full of obligations owed
to certain creditors and the recapitalization of the company as a
privately-held entity.


EXIDE TECHNOLOGIES: S&P Rates Proposed Sr. Sec. Bank Facility BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its BB- rating to
Exide Technologies' proposed $550 million senior secured bank
credit facilities.

The new credit facilities will support Exide's pending emergence
from Chapter 11 bankruptcy. Following the company's emergence, the
corporate credit rating on Exide will be revised to BB- from D,
the CC rating on Exide's approximately 86 million Euro senior
notes will be withdrawn, and the rating outlook will be stable.

Exide's bank credit facilities will be rated the same as the
corporate credit rating, based on Standard & Poor's expectation
that lenders will realize substantial recovery of principal, in
excess of 80%, with only minimal loss expected in the event of
default or bankruptcy.

Princeton, N.J.-based Exide, a manufacturer and distributor of
automotive and industrial batteries, will have pro forma total
debt, including operating leases, of about $585 million.

Exide plans to continue to restructure its operations,
particularly in Europe where several plant closings have already
been announced. The restructuring program will be a substantial
user of cash during the next two years. "Nevertheless, we believe
that Exide's restructuring plan is credible and we expect Exide to
be successful in improving efficiency and reducing costs," said
Standard & Poor's credit analyst Martin King. "We also recognize
the market and operational challenges Exide faces and the
potential that these pressures could delay or offset some of the
expected restructuring benefits."

The market outlook for transportation batteries, which represent
approximately 65% of Exide's sales, is expected to be stable in
the near term, supported by currently strong automotive production
and the relative stability of the aftermarket. The outlook for
Exide's industrial batteries is weaker because of excess industry
capacity resulting in weak pricing, continued soft demand for
motive power batteries used in material handling equipment, and
very weak demand for network power batteries used in
telecom/datacom applications.

A mostly unused $100 million revolving credit facility due 2008
will provide fair liquidity. Although debt maturities escalate in
2005 and 2006, they should be manageable, as restructuring
benefits enhance cash flow generation. Exide has salable,
separable assets that could be monetized to generate cash.


EXIDE TECHNOLOGIES: Provides Solicitation and Tabulation Results
----------------------------------------------------------------
Bankruptcy Management Corporation employee, Tauheed Williams,
relates that, immediately after the Court approved the Disclosure
Statement, the Exide Debtors disseminated solicitation materials
and votes to accept or reject their Third Amended Reorganization
Plan.  Plan votes were due October 7, 2003.

According to Mr. Williams, the turnout of ballots indicate the
overwhelming support of two creditor classes to the Plan.  Class
P3 and S3 creditors overwhelmingly voted to accept the Plan.
Class P4 voted to reject the Plan.

Pursuant to the Plan, Classes P1, P2, S1 and S2 are unimpaired
and are presumed to have accepted the Plan.  Class P5 and S4 as
well as creditors and equity interest holders in Classes P6 and
S5 will not receive any distribution or retain any property under
the Plan and are deemed to have rejected the Plan.

                 Number   % of Amount        Number   % of Amount
Class         Accepting      Voted        Rejecting      Voted
-----         ---------   -----------     ---------   -----------
P3/S3              51        94.44%            3         5.56%

              ---------------------------------------------------
P4 (x)            614        28.18%        1,565        71.82%
  Aggregate
              ---------------------------------------------------
P4                614        28.27%        1,568        71.73%
  aggregate,
  excluding
  objected
  to claims
              ---------------------------------------------------
P4-A (y)          467        28.97%        1,145        71.03%

              ---------------------------------------------------
P4-A              467        20.10%        1,138        70.90%
  aggregate,
  excluding
  objected
  to claims
              ---------------------------------------------------
P4-B (z)          147        25.93%          420        74.07%


                 Amount   % of Amount        Amount   % of Amount
Class         Accepting      Voted        Rejecting      Voted
-----         ---------   -----------     ---------   -----------
P3/S3      $727,821,746      98.08%     $14,265,863      1.92%

              ---------------------------------------------------
P4 (1)       18,744,534       3.43%     528,326,105     96.57%
  Aggregate
              ---------------------------------------------------
P4           18,744,534      17.43%      88,767,288     82.57%
  aggregate,
  excluding
  objected
  to claims
              ---------------------------------------------------
P4-A (2)      9,822,205       1.98%     486,203,105     98.02%

              ---------------------------------------------------
P4-A          9,822,205       17.39%     46,644,288      82.61%
  aggregate,
  excluding
  objected
  to claims
              ---------------------------------------------------
P4-B (3)      8,922,329      17.48%      42,123,000     82.52%


    (x) BMC Corp, the Debtors' voting agent, received but did not
        tabulate 223 deficient ballots pursuant to the Court-
        approved tabulation procedures.

    (y) P4-A represents ballots cast by general unsecured
        creditors whose claims are not derived from publicly
        traded securities.

    (z) P4-B represents Beneficial Holder ballots cast in
        connection with publicly traded securities. (Exide
        Bankruptcy News, Issue No. 32; Bankruptcy Creditors'
        Service, Inc., 609/392-0900)


FEDERAL-MOGUL: Sept. 30 Balance Sheet Upside-Down by $1.3 Bill.
---------------------------------------------------------------
Federal-Mogul Corporation (OTC Bulletin Board: FDMLQ) reported
results for the third quarter 2003.

                            Highlights

* Federal-Mogul was awarded new aftermarket business with Sears,
  Roebuck and Co. and Independent Factors Association.

* Net sales remained steady at $1,346 million despite challenging
  market conditions.

* Aftermarket sales increased by 7 percent to $644 million.

* Asia Pacific region sales increased by 18 percent to $20
  million.

* Year-to-date cash flow from operating activities increased by 42
  percent to $269 million.

                             Overview

For the third quarter 2003, Federal-Mogul posted sales of $1,346
million, compared to $1,345 million in 2002. Excluding the impact
of divestitures in 2002 of $47 million and the effect of foreign
exchange of $66 million in the third quarter 2003, sales decreased
by 1 percent.

Federal-Mogul reported a third quarter pretax loss of $17 million,
compared to a pretax loss of $64 million in the third quarter of
2002. Excluding the effects of Chapter 11 and Administration
related reorganization expenses and business divestitures,
Federal-Mogul reported a $39 million improvement in pretax results
from operations in the third quarter 2003 to $10 million (a
reconciliation of pretax results from operations to reported net
income is provided in the attached supplemental data).

Operating cash flow for the third quarter 2003 was $68 million,
compared to $82 million in the third quarter 2002. Year-to-date
cash flow from operating activities was $269 million, compared to
$189 million for the same period in 2002.

At September 30, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $1.3 billion.

"We are pleased with our third quarter results despite challenging
market conditions and industry trends," said Chip McClure, chief
executive officer and president.

                      Aftermarket Sales

Sales of replacement parts to aftermarket customers totaled 48
percent of Federal-Mogul's third quarter 2003 sales. Third quarter
2003 aftermarket sales were $644 million, compared to $604 million
in third quarter 2002. Excluding the effect of foreign exchange,
aftermarket sales increased by 3 percent compared to 2002. The
sales increase can be attributed to Federal- Mogul's strong
performing products particularly wipers and friction as well as
recent new business contracts. Third quarter 2003 aftermarket
sales by geographic region were 76 percent in the Americas and 24
percent in Europe.

"During the third quarter, we launched our innovative new, glare
resistant headlamp -- TruView(TM) -- which is marketed under the
Wagner Lighting brand name," said Joseph Felicelli, senior vice
president, worldwide Aftermarket.

"We are also pleased with new business development this past
quarter. The company secured a seven-year contract with Sears,
Roebuck and Co. to supply automotive brake, chassis and wheel-end
components to Sears Auto Service Centers in the United States. We
also secured a three-year contract with the Independent Factors
Association, a customer in the U.K., making Federal- Mogul the
sole supplier of Moog(R) chassis parts for IFA's 200 branches,"
added Felicelli.

                        Original Equipment

Sales of parts to original equipment customers totaled 52 percent
of the company's third quarter 2003 sales. Third quarter 2003 OE
sales were $693 million, compared to $687 million in 2002.
Excluding the effect of foreign exchange, sales decreased by 5
percent compared with 2002. Third quarter 2003 OE sales by
geographic region were 37 percent in the Americas, 59 percent in
Europe and 4 percent in the rest of the world.

Third quarter OE sales of Friction products were $101 million,
compared to $96 million in 2002. Excluding the effect of foreign
exchange, sales of Friction products were unchanged. Third quarter
2003 OE sales by geographic region for Friction products were 27
percent in the Americas and 73 percent in Europe.

Third quarter OE sales of Powertrain products, including Bearings,
Pistons, Piston Rings and Liners, and Sintered Valve Train and
Transmission Products, were $427 million, compared to $413 million
in 2002. Excluding the effect of foreign exchange, sales of
Powertrain products decreased by 4 percent. Third quarter 2003
sales by geographic region for OE Powertrain products were 29
percent in the Americas, 70 percent in Europe and 1 percent in the
rest of the world.

Third quarter OE sales of Sealing Systems and Systems Protection
products were $142 million, compared with $158 million in 2002.
Excluding the effect of foreign exchange, sales for Sealing
Systems and Systems Protection products decreased by 12 percent.
This is primarily due to business mix and the decrease in
automotive volumes. Third quarter 2003 OE sales by geographic
region for Sealing Systems and Systems Protection products were 70
percent in the Americas, 29 percent in Europe and 1 percent in the
rest of the world.

Third quarter sales for other products primarily in Asia Pacific
region were $23 million, compared with $20 million in 2002.
Excluding the impact of foreign exchange, sales for other products
increased by 15 percent.

"We are pleased with our progress in the Asia Pacific region,"
said McClure. "Our growth in the region is consistent with our
strategic plan to expand to new geographic markets."

                 Non-GAAP Financial Information

In addition to the results reported in accordance with accounting
principles generally accepted in the United States (GAAP) included
within this press release, Federal-Mogul has provided certain
information related to "results from operations," which is a non-
GAAP measure. Such information is reconciled to its closest GAAP
measure in accordance with SEC Regulation G and is included in the
attached supplemental data.

Management believes that results from operations is useful to both
management and its stakeholders in their analysis of the company's
ongoing business operations. Management also uses this information
for operational planning and decision-making purposes.

Results from operations should not be considered a substitute for
net income or any other GAAP measure. Additionally, results from
operations as presented by Federal-Mogul may not be comparable to
similarly titled measures reported by other companies.

Federal-Mogul is a global supplier of automotive components, sub-
systems, modules and systems serving the world's original
equipment manufacturers and the aftermarket. The company utilizes
its engineering and materials expertise, proprietary technology,
manufacturing skill, distribution flexibility and marketing power
to deliver products, brands and services of value to its
customers. Federal-Mogul is focused on the globalization of its
teams, products and processes to bring greater opportunities for
its customers and employees, and value to its constituents.

Headquartered in Southfield, Michigan, Federal-Mogul was founded
in Detroit in 1899 and today employs 47,000 people in 24
countries. On October 1, 2001, Federal-Mogul decided to separate
its asbestos liabilities from its true operating potential by
voluntarily filing for financial restructuring under Chapter 11 of
the Bankruptcy Code in the United States and Administration in the
United Kingdom. For more information on Federal-Mogul, visit the
company's Web site at http://www.federal-mogul.com


FISHER SCIENTIFIC: Prices $150-Mil. of Senior Subordinated Notes
----------------------------------------------------------------
Fisher Scientific International Inc. (NYSE: FSH) is issuing $150
million of 8 percent senior subordinated notes due 2013. The notes
are being issued at a dollar price of 107.5 to yield 6.75 percent.
These notes are a tack-on to the company's existing $150 million 8
percent senior subordinated notes due 2013. The company intends to
use the proceeds from the issue to fund the tender offer for its
7.125 percent senior notes due 2005.

The notes are being issued under the same indenture as, and with
terms identical to, the company's existing 8 percent notes. The
notes are being issued in a private placement and are expected to
be resold by the initial purchaser to qualified institutional
buyers under Rule 144A of the Securities Act of 1933, as amended,
and outside the United States pursuant to Regulation S under the
Securities Act. The notes are expected to settle on Nov. 4.

The notes have not been registered under the Securities Act of
1933 and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.

As a world leader in serving science, Fisher Scientific
International Inc. (NYSE:FSH) (S&P, B+ Senior Subordinated Debt
Rating, Negative) offers more than 600,000 products and services
to more than 350,000 customers located in approximately 145
countries. As a result of its broad product offering, electronic-
commerce capabilities and integrated global logistics network,
Fisher serves as a one-stop source of products, services and
global solutions for its customers. The company primarily serves
the scientific-research, clinical-laboratory and safety markets.
Additional information about Fisher is available on the company's
Web site at http://www.fisherscientific.com


FLEMING: BancorpSouth Seeks Stay Relief to Allow Foreclosure
------------------------------------------------------------
BancorpSouth, a Mississippi Banking Corporation, wants to enforce
its rights as a first mortgage holder on two grocery store
properties of Fleming Companies, Inc., and debtor-affiliates.

Robert Jacobs, Esq., at Jacobs and Crumplar, PA, in Wilmington,
Delaware, informs the Court that James Leo Marvin, Jr. and Pamela
Sue Marvin own the grocery stores on which the Debtors hold a
subordinate second real estate mortgage lien and a lien on
inventory.  On March 4, 2003, BancorpSouth commenced an action to
foreclose the Marvins' promissory notes and real estate mortgages
in the United States District Court for the Eastern District of
Oklahoma.  The total amount of BancorpSouth's first mortgage
claims against the Marvin Stores is $2,451,257, plus accruing
interests and costs.  The amount of the Debtors' second mortgage
claim against the Marvin Stores is unknown.

BancorpSouth alleges that there is no equity in the Marvin Stores
to which the Debtors' mortgage attaches.  BancorpSouth alleges
that the Debtors' second mortgage on the Marvin Stores is not a
property that is necessary to an effective reorganization.  Mr.
Jacobs contends that the Marvin Stores are not property of the
Debtors' estate.  Thus, the automatic stay should be modified
pursuant to Section 362(d)(2) of the Bankruptcy Code.

BancorpSouth wants the Court to lift the automatic stay to allow
the determination of the priority of the mortgage held by the
Debtors.  BancorpSouth also wants to complete the Marvin
foreclosure.

Mr. Jacobs relates that service of process was obtained on the
Debtors in the Marvin foreclosure before the Petition Date, but
no pleading or response has been filed on the Debtors' behalf.
(Fleming Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GENERAL BINDING: Third Quarter Results Show Slight Improvement
--------------------------------------------------------------
General Binding Corporation (Nasdaq:GBND) announced results for
the third quarter of 2003. Sales totaled $175 million,
approximately level with last year, and total segment operating
income for the quarter increased by $2.0 million, or 16%. In
addition, the Company reported diluted earning per share of $0.30
per share, compared to a net loss last year of $0.03 per share,
which included $2.5 million of charges.

"We are not yet seeing sustained revenue growth across our
businesses, as soft markets and capital spending constraints at
many of our customers continued to affect us in the third
quarter," said Dennis Martin, GBC's Chairman, President and CEO.
"Strong sales trends with some of our new products are being
offset by declines in more traditional lines of business,
particularly the visual communication boards in our Commercial and
Consumer Group and the U.S. commercial films business in the
Industrial and Print Finishing Group. While GBC still enjoys
strong name brand recognition and leading product positions in the
majority of its markets, pricing pressure in certain markets is
intensifying from both customers and competitors."

"Despite current market conditions, we are continuing to
effectively manage the controllable areas of our businesses
through the Operational Excellence initiatives we have been
executing across the organization. Our margins continue to
improve, and our operating costs continue to decline as a result
of these activities."

"In addition, our ongoing focus on generating free cash flow
allowed us to reduce our net debt by about $23 million during the
quarter. Interest expense is also down materially as a result of
lower interest rates achieved through the refinancing we completed
at the end of the second quarter, as well as lower debt levels
during the quarter."

                      3rd Quarter 2003 Results

Financial results for the quarter included the following
highlights:

-- Sales totaled $175 million, roughly flat with the $176 million
   recorded for the third quarter of 2002. International sales
   within all of the Groups were positively affected by exchange
   rate movements. Sales in the Commercial and Consumer Group were
   stable at $119 million relative to last year, as continuing
   lower demand in visual communication products was offset by
   growth in the three-ring binder business. The Industrial and
   Print Finishing Group's sales were down $1.2 million, or 3.4%,
   as lower domestic commercial films sales were not completely
   offset by higher international films sales. Sales in the Europe
   Group were up $0.7 million, or 3.3%, due to favorable exchange
   rates.

-- The Company's gross profit margin increased by 0.5 points to
   39.9% compared to the prior year, as the favorable impact of
   Operational Excellence initiatives and foreign exchange rates
   offset the adverse effect of slightly lower sales volumes and
   certain mix changes in the Commercial and Consumer Group.

-- Selling, service and administrative expenses were down $1.4
   million, or 2.5%, compared to prior year, primarily due to
   lower levels of discretionary spending in the Commercial and
   Consumer Group.

-- Total segment operating income was $15.1 million, up $2.0
   million compared to last year. Operating income in the
   Commercial and Consumer Group increased $2.0 million due to
   lower operating expenses. Income in the Industrial and Print
   Finishing Group was roughly flat, as reduced sales in the US
   commercial films business were offset by lower operating
   expenses. The Europe Group's operating income was up $0.5
   million due to an improved gross profit margin resulting from
   sourcing initiatives and favorable exchange rates. Corporate
   expenses were higher in 2003 primarily due to increases in
   medical and insurance costs.

-- Interest expense totaled $7.6 million, down 25% from the $10.1
   million recorded last year. The decrease was primarily due to
   lower interest rates on the Company's borrowings resulting from
   the Company's refinancings completed in the second quarter, as
   well as lower average debt levels during the quarter.

-- Net income totaled $0.30 per diluted share, compared to a net
   loss last year of $0.03 per share, which included $2.5 million
   of charges.

-- Total net debt at the end of the quarter, adjusted for cash and
   equivalents, was $311 million, down $23 million from the amount
   outstanding at the end of the second quarter of the year and
   down a cumulative $12 million from year-end.

                       Nine-Month Results

For the first nine months of 2003, sales were $516 million, down
1.3% from the same period last year. The net loss for the period
was $0.01 per share, including pre-tax charges totaling $9.8
million, compared to a net loss of $5.24 per share last year,
including pre-tax charges of $8.0 million and the cumulative
effect of the accounting change of $79 million, net of tax.

GBC (S&P, B+ Corporate Credit Rating, Stable) is a world leader in
products that bind, laminate, and display information enabling
people to accomplish more at work, school and home. GBC's products
are marketed in over 100 countries under the GBC, Quartet, and
Ibico brands, and they help people enhance printed materials and
organize and communicate ideas.


GEORGETOWN STEEL: Commences Chapter 11 Restructuring Proceedings
----------------------------------------------------------------
Georgetown Steel, which converts scrap metal into steel wire,
filed for Chapter 11 protection under the U.S. bankruptcy laws in
Columbia, South Carolina.

The Company, according to a report by the Associated Press, was
compelled to seek court protection from creditors due to "higher
costs for natural gas and scrap metal, coupled with weak market
conditions, led to the company's financial problems." This year,
the Company has already recorded $25 million in losses.

The Georgetown Steel plant was originally designed and built to
annually produce 250,000 tons of reinforcing bars using electric
furnace and continuous caster technology.  During its early years
of production, the mill was referred to as an integrated mini-mill
since the plant also operated the first commercial direct
reduction plant ever built.  Georgetown Steel is credited with
pioneering the use of Direct Reduced Iron (DRI) in the electric
arc furnace and with the production of high carbon steel wire
products from continuously cast billets.

As a result of the company's shut down of its milling operations,
over 500 employees will be affected, although most of the workers
have been permanently laid off before the bankruptcy filing.


GEORGETOWN STEEL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Georgetown Steel Company, LLC
        PO Box 619
        Georgetown, South Carolina 29442
        aka Midcoast Industries LLC

Bankruptcy Case No.: 03-13156

Type of Business: Georgetown Steel manufactures high-carbon steel
                  wire rod products using the Direct Reduced Iron
                  (DRI) process.

Chapter 11 Petition Date: October 21, 2003

Court: District of South Carolina (Charleston)

Judge: John E. Waites

Debtor's Counsel: Michael M. Beal, Esq.
                  McNair Law Firm P.A.
                  NCNB Tower
                  1301 Gervais Street
                  P.O. Box 11390
                  Columbia, SC 29211
                  Tel: 803-799-9800
                  Fax: 803-376-2277

Estimated Assets: $50 Million to $100 Million

Estimated Debts: $50 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Progress Rail               Trade Debt/Services     $2,771,263
Attn: Warren Myers
1600 Progress Drive
Albertville, AL 35950

Chemical Lime Co.           Trade Debt/Commodity      $276,960
Attn: Oliver Booth
PO Box 479
Montevallo, AL 35115

LWB Refractories            Trade Debt/Commodity      $235,101

Stevedoring Services of     Trade Debt/Services       $232,743
America

Applied Industrial          Trade Debt/Commodity      $211,391
Materials Corp.

Praxair, Inc.               Trade Debt/Commodity      $193,391

Process Equipment           Trade Debt/Commodity      $182,417

International Mill Service  Trade Debt/Services       $172,243

Excel Apparatus Services,   Trade Debt/Services       $153,950
Inc.

RSI Commodities Inc.        Trade Debt/Services       $144,659

Vesuvius USA                Trade Debt/Commodity      $141,420

Kimmel's Coat & Packaging   Trade Debt/Commodity      $130,735

Motion Industries           Trade Debt/Services       $104,614

Metallurg Vanadium          Trade Debt/Commodity      $104,423

Allied Transportation       Trade Debt/Services       $100,000

Intersource Inc.            Trade Debt/Commodity       $95,505

Essix Resources Inc.        Trade Debt/Commodity       $94,602

Syntex                      Trade Debt/Commodity       $81,660

Amerada Hess Oil            Trade Debt/Commodity       $81,019

Transport Clearings East    Trade Debt/Services        $79,334


GERDAU AMERISTEEL: Will Host Q3 Conference Call on October 31
-------------------------------------------------------------
Gerdau Ameristeel Corporation (TSX: GNA) will host a conference
call to discuss its third quarter financial results for the period
ending September 30, 2003. The Company invites all interested
parties to participate.

    DATE:         Friday, October 31, 2003

    TIME:         2:00pm, Eastern Time. Please call in 15 minutes
                  prior to start time to secure a line.

    DIAL-IN NUMBER:    416-405-9310 or 1-877-211-7911

    REFERENCE NUMBER:  1490438

    LIVE WEBCAST:  http://www.gerdauameristeel.com(Please connect
                   to this Web site at least 15 minutes prior to
                   the conference call to ensure adequate time for
                   any software download that may be needed to
                   hear the webcast)

    TAPED REPLAY:  416-695-5800 or 1-800-408-3053
                   Available until November 5 at midnight.

Phillip Casey, President and CEO of Gerdau Ameristeel, will chair
the call. A question-and-answer session will follow, at which time
the operator will direct participants as to the correct procedure
for submitting questions.

A live audio webcast of the call will be available at
http://www.gerdauameristeel.com Webcast attendees are welcome to
listen to the conference in real-time or on-demand for 90 days.

Gerdau Ameristeel (S&P, BB- Corporate Credit Rating, Stable) is
the second largest minimill steel producer in North America with
annual manufacturing capacity of over 6.8 million tons of mill
finished steel products. Through its vertically integrated network
of 11 minimills (including one 50%-owned minimill), 13 scrap
recycling facilities and 26 downstream operations, Gerdau
Ameristeel primarily serves customers in the eastern half of North
America. The Company's products are generally sold to steel
service centers, fabricators, or directly to original equipment
manufacturers for use in a variety of industries, including
construction, automotive, mining and equipment manufacturing.
Gerdau Ameristeel's common shares are traded on the Toronto Stock
Exchange under the symbol GNA.TO. For additional financial and
investor information, visit http://www.gerdauameristeel.com


GLEACHER CBO: S&P Affirms BB+ Ratings on Class B-1 & B-2 Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'AA-' rating on
the class A notes and its 'BB+' ratings on the class B-1 and B-2
notes issued by Gleacher CBO 2000-1 Ltd., a high-yield arbitrage
CBO transaction. At the same time, the ratings are removed from
CreditWatch with negative implications, where they were placed on
Oct. 8, 2003.

The transaction has experienced defaults worth $17.53 million
since it was downgraded in February 2003. However, the class A
notes have been paid down by $6.79 million since that time, which
has helped sustain the credit enhancement available to support the
ratings assigned to the class A, B-1, and B-2 notes.

                  RATINGS AFFIRMED AND OFF CREDITWATCH

                         Gleacher CBO 2000-1 Ltd.
                  Rating                     Current
     Class    To           From              Balance (mil. $)
     A        AA-          AA-/Watch Neg     269.2
     B-1      BB+          BB+/Watch Neg     33.0
     B-2      BB+          BB+/Watch Neg     10.0


HASBRO INC: S&P Affirms BB+ Rating & Revises Outlook to Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Hasbro
Inc. to stable from negative, reflecting the company's improving
operating performance resulting from its refocusing on more
stable, established toy lines, and its lower debt leverage.

At the same time, Standard & Poor's affirmed its ratings,
including its 'BB+' corporate credit rating, and withdrew its
'BBB-' bank loan rating on the company. Hasbro is in the process
of negotiating a new bank facility.

The Pawtucket, R.I.-based company is the world's second-largest
traditional toy company. Total debt as of Sept. 28, 2003, was $963
million.

"The ratings on Hasbro reflect Standard & Poor's long-term
concerns regarding increasing business risk in the traditional toy
industry due to video game competition; mature industry growth
prospects as children outgrow toys at younger ages; and
consolidation of the retail customer base. These considerations
are partly offset by the company's competitive position in the toy
industry, good product line diversity, and a moderate capital
structure," said Standard & Poor's credit analyst Hal F. Diamond.

Hasbro has achieved modest success in its revised strategy to
focus on its core product lines and reduce its license commitments
to create a more stable earnings stream. Hasbro aims to obtain 10%
of its sales from licensed products in 2003 versus 25% in 2000.
Lackluster Star Wars sales and losses under the license led to a
recent renegotiation of the license terms, with the remaining
minimum guarantee reduced to $35 million in 2005 from $120
million. The contract was extended to 2018 from 2008. In addition,
core brands have experienced slightly higher sales during the past
two years, but remain well below peak year levels.

Revenues rose 11% in the nine months ended September 28, while
EBITDA increased 37% in the same period due to cost reductions.
However, Standard & Poor's is uncertain if the focus on staples
will be sufficient to fuel expansion consistent with the company's
long-term goal to increase annual revenues between 3%-5%. Key
challenges include the increased clout of a consolidated retail
store base, the continued adoption of just-in-time inventory
management practices, an increasing reliance on the Christmas
selling season, and the resulting reduced predictability of
earnings.


HASBRO INC: Sues Maker of Highly Offensive Ghettopoly Game
----------------------------------------------------------
Hasbro, Inc. (NYSE:HAS) filed suit in U.S. District Court in Rhode
Island against David Chang of Saint Mary's, PA, manufacturer of
the highly offensive "Ghettopoly" game.

"Hasbro will not tolerate Mr. Chang's unlawful use of its
intellectual property to sell the reprehensible 'Ghettopoly'
game," said Frank Bifulco, President of Hasbro's U.S. Games. "Mr.
Chang has chosen to ignore our cease and desist demands, and
therefore, we are taking the necessary legal action."

In the complaint Hasbro stated that Chang violated Hasbro's
trademark rights and copyrights to the MONOPOLY game, which has
been a Parker Brothers game since 1935. The complaint also cites
unlawful acts which "have caused and continue to cause irreparable
injury to the value and goodwill of the MONOPOLY(R) real estate
trading game trademarks, as well as to Hasbro's business, goodwill
and reputation."

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.


HOUGHTON MIFFLIN: Fitch Cuts Senior Ratings to Low B/Junk Levels
----------------------------------------------------------------
Fitch Ratings has downgraded Houghton Mifflin Co.'s $600 million
8.25% senior unsecured notes due 2011 to 'B-' from 'B' and the
$400 million 9.875% senior subordinated notes due 2013 to 'CCC+'
from 'B-'.

The 'BB-' ratings for the company's $325 million senior secured
bank facility due 2008 and on the $137 million senior secured
notes, with variable maturities ranging from 2004 through 2011,
are affirmed.

Approximately $1.2 billion of debt is affected by Fitch's actions.
The Rating Outlook is Stable.

The ratings action reflects the increased risk profile of HMC's
senior unsecured notes and senior subordinated notes following HM
Publishing's (HMC's parent holding company) recent $265 million
senior unsecured discount debt issuance due 2013, which has a
current accreted value of approximately $151 million. Proceeds
from the debt issuance were used to fund a dividend payment to the
shareholders, investment firms-Thomas H. Lee, Bain Capital, and
The Blackstone Group. While HMC's existing bond indentures contain
covenants that restrict its ability to make dividend payments and
intercompany transactions and place limits on raising additional
debt, Fitch believes that debt at the holding company level
hinders the company's ability to enhance liquidity and financial
flexibility and reinvest in operations. Affirmation of the
company's 'BB-' senior secured debt incorporates the excess cash
flow sweep requirements under the bank facility and the strong
collateral support.

The ratings also reflect the company's high debt balance and
weaker credit protection measures compared to the other three
major U.S. educational publishers, and significant working capital
requirements associated with pre-publishing costs. Further, Fitch
continues to be concerned that current budgetary pressures at the
state level, partially offset by increased federal funding
associated with the No Child Left Behind Act (NCLB), will
constrain educational spending in the near term.

Due to aforementioned concerns, Fitch does not anticipate
significant improvement in credit protection measures over the
near term. Pro forma for the transaction at June 30, 2003, Fitch
estimated total debt-to-EBITDA less pre-publication and publishing
rights amortization to be at 10.0 times and pro forma interest
coverage at approximately 1.5x. It is important to note that the
prepublication amortization was significantly higher than the
prepublication capital expenditures due to the revaluation of the
company's assets.

At June 30, 2003, the company had cash balances of $24.4 million,
generated positive free cash flow and had approximately $252
million available under the $325 million credit facility.

Houghton Mifflin continues to have a prominent franchise in
educational publishing, which benefits from well-developed, long-
standing customer relationships and highly regarded brand names.
While the company's basal programs are relatively more
concentrated in key subject areas, Fitch considers Houghton
Mifflin's leading 2002 adoption market shares in elementary
reading, English and spelling as well as sixth grade to 12th grade
math and world languages as positive rating factors as demographic
trends for these markets are generally favorable.


HOVNANIAN ENTERPRISES: Fitch Assigns 'BB+' to $215MM Debt Issue
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Hovnanian
Enterprises, Inc. (NYSE:HOV) $215 million 6.50% senior unsecured
notes due January 2014. The Rating Outlook is Stable. The issue
will be ranked on a pari passu basis with all other senior
unsecured debt, including Hovnanian's revolving and letter of
credit facility. The proceeds will be used for general corporate
purposes.

Ratings for Hovnanian are based on the company's successful
execution of its business model, conservative land policies and
geographic, price point and product line diversity. The company
has been an active consolidator in the homebuilding industry which
has led to above average growth during the past six years, but has
kept debt levels somewhat higher than its peers. Management has
also exhibited an ability to quickly and successfully integrate
its acquisitions. In any case, now that the company has reached
current scale there may be less use of acquisitions going forward
and acquisitions are likely to be smaller relative to Hovnanian's
current size.

Risk factors include the inherent (although somewhat tempered)
cyclicality of the homebuilding industry. The ratings also
manifest the company's aggressive, yet controlled growth strategy
and Hovnanian's capitalization and size.

The company's EBITDA and EBIT to interest ratios tend to be
similar to the average public homebuilder, while inventory
turnover tends to be moderately stronger. Hovnanian's leverage is
somewhat higher and debt to EBITDA ratio is slightly below the
averages. Although the company has certainly benefited from the
generally strong housing market of recent years, a degree of
profit enhancement is also attributed to purchasing design and
engineering, access to capital and other scale economies that have
been captured by the large national and regional public
homebuilders in relation to non-public builders. These economies,
the company's presale operating strategy and a return on equity
and assets orientation provide the framework to soften the margin
impact of declining market conditions in comparison to previous
cycles. Hovnanian's ratio of sales value of backlog to debt during
the past few years has ranged between 1.2 times to 1.9x and is
currently 1.9x - a comfortable cushion.

Hovnanian employs quite conservative land and construction
strategies. The company typically options or purchases land only
after necessary entitlements have been obtained so that
development or construction may begin as market conditions
dictate. Hovnanian extensively uses lot options. The use of non-
specific performance rolling options gives the company the ability
to renegotiate price/terms or void the option which limits down
side risk in market downturns and provides the opportunity to hold
land with minimal investment. At present 75.4% of its lots are
controlled through options - a higher percentage than most public
builders. Total lots, including those owned, were 69,623 at July
31, 2003. This represents a 6.3 year supply based on current
production rates. However, the company has one of the lowest owned
lot positions in the industry, typically owning only a one to two
year supply. An estimated 85%-90% of its homes are pre-sold. The
balance are homes under construction or homes completed in advance
of a customer's order.

Fitch estimates that in recent years at least half of Hovnanian's
growth has resulted from a series of acquisitions (eleven during
the past six years). The acquisitions have enabled the company to
grow its position and increase market share, often broadening
product and customer bases in existing markets. They have also
enabled the company to enter new markets. The combinations
typically were funded by debt and to a lesser degree by stock. At
times there were earn-outs which reduced risk and served to retain
key management. In the future Hovnanian's acquisition strategy
will focus on purchasing smaller builders and land portfolios in
current markets and on making selected acquisitions in new markets
if there is a good strategic fit and appropriate returns can be
achieved. The key analysis will be return on capital as to whether
an acquisition will be executed. Fitch believes that management
would balance debt and stock as acquisition currency to maintain
current credit ratios. The company is publicly committed to
maintaining an average net debt/equity ratio of 1.0:1.0.

Hovnanian maintains a $590 million revolving and letter of credit
facility, all of which was available at the end of the third
quarter. The revolving credit agreement matures in July 2006. The
company has irregularly purchased moderate amounts of its stock in
the past. Share repurchase authorization of 1.14 million shares
remains.


I2 TECHNOLOGIES: Sept. 30 Net Capital Deficit Narrows to $250MM
---------------------------------------------------------------
i2 Technologies, Inc. (OTC:ITWO) announced its results for the
third quarter ended September 30, 2003.

The Company reported earnings of $0.02 per share for the third
quarter of 2003, as compared to breakeven results in the second
quarter of 2003 and earnings of $0.07 per share in the third
quarter of 2002.

At September 30, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $250 million.

"Across many of the key metrics we track, there are signs that the
market for our products and services is beginning to strengthen,"
said Sanjiv Sidhu, i2 chairman and CEO. "These signs indicate that
the fourth quarter may be a turning point for i2."

i2 reported total revenues of $117 million in the third quarter of
2003, compared to $122 million in the second quarter of 2003 and
$374 million in the third quarter of 2002. Software license
revenues totaled $14 million for the third quarter of 2003,
compared to $17 million in the second quarter of 2003 and $21
million in the third quarter of 2002.

Total revenues for the third quarter also included $36 million in
contract revenue consisting of $31 million in revenue deferred
from earlier periods as a result of the Company's recent
restatement and $5 million in revenue attributable to development
services projects.

Total costs and operating expenses for the third quarter of 2003
were $103 million, including approximately $4 million of expenses
related to contract revenue which were deferred from prior periods
as a result of the Company's recent restatement. This compares to
$119 million in total costs and operating expenses in the second
quarter of 2003 and $331 million in the third quarter of 2002,
which included an $89 million restructuring charge. Operating
income for the third quarter of 2003 totaled $14 million.

The Company ended the quarter with $337 million in total cash and
investments, a decrease of $18 million from the prior quarter.

A leading provider of end-to-end supply chain management
solutions, i2 designs and delivers software that helps customers
optimize and synchronize activities involved in successfully
managing supply and demand. i2 has more than 1,000 customers
worldwide -- many of which are market leaders -- including seven
of the Fortune global top 10. Founded in 1988 with a commitment to
customer success, i2 remains focused on delivering value by
implementing solutions designed to provide a rapid return on
investment. Learn more at http://www.i2.com


INTEGRATED HEALTH: Has Until March 10, 2004 to File Final Report
----------------------------------------------------------------
The Reorganized Rotech Debtors obtained the Court's approval to
delay the automatic entry of a final decree closing their cases
until April 7, 2004 and extend the date for filing a final report
and accounting to the earlier of March 10, 2004 or 15 days before
the hearing on any motion to close their cases. (Integrated Health
Bankruptcy News, Issue No. 65; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


INTRAWEST CORP: Will Redeem All of Outstanding 9.75% Sr. Notes
--------------------------------------------------------------
Intrawest Corporation has elected to redeem all of its outstanding
9.75% Senior Notes due August 15, 2008 in accordance with the
terms of the indenture governing the 2008 Notes. The 2008 Notes
will be redeemed on November 21, 2008 at a redemption price of
$1,048.75 per $1,000 principal amount of 2008 Notes, plus all
interest accrued thereon up to but excluding the Redemption Date.
The 2008 Notes will cease to bear interest from and after the
Redemption Date.

The 2008 Notes are currently the subject of a tender offer the
terms of which are described in Intrawest's Offer to Purchase and
Consent Solicitation Statement dated September 29, 2003 and
related Letter of Transmittal. The Offer is not affected by the
proposed redemption of the 2008 Notes and remains open for
acceptance until 12:00 midnight, New York City time, on Tuesday,
October 28, 2003. 2008 Notes tendered to the Offer prior to the
expiration time will be purchased at a price of $1,038.75 per
$1,000 principal amount of 2008 Notes.

Intrawest Corporation (IDR:NYSE; ITW:TSX) (S&P, BB- Long-Term
Corporate Credit Rating, Positive Outlook) is the world's leading
developer and operator of village-centered resorts. The company
owns or controls 10 mountain resorts, including Whistler
Blackcomb, North America's most popular mountain resort. Intrawest
also owns Sandestin Golf and Beach Resort in Florida and has a
premier vacation ownership business, Club Intrawest. The Company
is developing additional resort villages at six resorts in North
America and Europe. The Company has a 45 per cent interest in
Alpine Helicopters Ltd., owner of Canadian Mountain Holidays, the
largest heli-skiing operation in the world. Intrawest is
headquartered in Vancouver, British Columbia and is located on the
World Wide Web at http://www.intrawest.com


ITC DELTACOM: Asks Court to Enter Final Decree to Close Case
------------------------------------------------------------
ITC Deltacom, Inc., wants the U.S. Bankruptcy Court for the
District of Delaware to enter a final decree and order closing its
chapter 11 case.

The Debtors assure the Court that it has satisfied all of its
obligations to date under the Plan, including making the required
Distributions to holder of Priority Non-Tax Claims, Secured Bank
Claims, Other Secured Claims, Senior Debt Claims, Other Unsecured
Claims, Subordinated Claims, Old Preferred Stock Interests and Old
Common Stock Interests.

Additionally, all required fees under 28 U.S.C. Section 1930 have
been paid and no known disputes or unresolved claims remain.

The Debtor submits that, because the Debtor's estate has been
substantially administered, a final decree and order closing the
Bankruptcy Case, subject only to the Court's retention of limited
jurisdiction, should be granted. The Court may close the
Bankruptcy Case and still retain limited jurisdiction over such
matters as may be prescribed by the Plan and the Confirmation
Order, including the interpretation and enforcement of orders and
Plan provisions.

ITC Delatacom, Inc., an exempt telecommunications company and a
holding company, filed for chapter 11 protection on June 25, 2002.
Rebecca L. Booth, Esq., Mark D. Collins, Esq. at Richards, Layton
& Finger, P.A. and Martin N. Flics, Esq., Roland Young, Esq. at
Latham & Watkins represent the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $444,891,574 in total assets and $532,381,977
in total debts.


KAISER ALUMINUM: Retiree Claims Exempted from Bar Date Order
------------------------------------------------------------
On January 13, 2003, the U.S. Bankruptcy Court overseeing the
Chapter 11 cases involving Kaiser Aluminum and debtor-affiliates
approved a stipulation regarding the inapplicability of the
general bar date to claims by salaried retirees for retirement and
pension benefits.  The Initial Stipulation provided that claims of
retired or active disabled salaried employees and their covered
dependents, beneficiaries and heirs are exempt from the initial
general bar date.

Because the appointment term of the Official Committee of
Salaried Retired Employees expired on September 30, 2002, the
Debtors and the new Official Committee of Retired Employees
stipulate and agree to have all of the terms and conditions of
the Initial Stipulation apply to the Second General Bar Date.

Judge Fitzgerald promptly approves the Stipulation. (Kaiser
Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


LB COMMERCIAL: Fitch Junks Rating on Class G Notes at CCC
---------------------------------------------------------
Fitch Ratings downgrades LB Commercial Conduit Mortgage Trust II's
commercial pass-through certificates, series 1996-C2, as follows:

     --$13.9 million class G to 'CCC' from 'B-'.

Fitch also upgrades the following classes:

     --$27.8 million class B to 'AAA' from 'AA';
     --$23.8 million class C to 'AA from 'A';
     --$15.9 million class D to 'A' from 'BBB';
     --$7.9 million class E to 'BBB' from 'BBB-'.

In addition, the following classes are affirmed by Fitch:

     --$85.3 million class A 'AAA';
     --$207.5 million class IO 'AAA';
     --$21.8 million class F 'BB'.
     --$5.9 million class H 'CC'.

Fitch does not rate the $5 million class J. These ratings actions
follow Fitch's ongoing surveillance of the transaction, which
closed in October 1996.

The ratings upgrades and affirmations are the result of
significant transaction pay down and increased subordination
levels that offset the declining performance of certain mortgage
loans and increasing number of loans of concern. The collateral
balance has been reduced 47% from $397.2 million to $209.8 million
as of the September 2003 distribution date. The weighted average
debt service coverage ration for the 61.5% of loans that have
reported year end 2002 information was stable at 1.54 times.

The downgrade of the $13.9 million class G reflects Fitch's
ongoing concerns regarding the portfolio including; the timeframe
for the disposition of Real Estate Owned hotels, 36% concentration
of hotel properties, 19% of the portfolio currently in special
servicing, and several large loans of concern that are current and
performing below a 1.0x DSCR.

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


LEAP WIRELESS: Bankruptcy Court Confirms Joint Chapter 11 Plan
--------------------------------------------------------------
Leap Wireless International, Inc. (OTC Bulletin Board: LWINQ), an
innovator of wireless communications services, said the U.S.
Bankruptcy Court for the Southern District of California has
confirmed the Company's Fifth Amended Joint Plan of
Reorganization, clearing the way for the Company to complete its
financial restructuring and emerge from Chapter 11 with a
long-term capital structure that reflects a more than 80 percent
reduction in the Company's long-term debt.

Consummation of the Joint Plan of Reorganization is subject to
compliance with the terms and conditions set forth in the Plan,
including receipt of the required regulatory approval from the
Federal Communications Commission.  The judge's oral ruling on
confirmation is subject to the entry of a formal written order.

"Confirmation of the Plan in just over six months sets a very
rapid pace for a case of this size and complexity, and we are
emerging from the bankruptcy process with the wind at our backs,"
said Harvey P. White, Leap's chairman and CEO.  "As we approach
the end of our Chapter 11 proceedings, the actions we are taking
to improve the operational and financial performance of our
business will continue at a rapid pace.  We have long been a
leader in providing value to our customers by virtue of our
industry leading cost structure.  Upon emergence, we will
reinforce our leadership position with a vastly de-levered
balanced sheet, more than $100 million in cash to support our on-
going operations and a strong business that is generating cash
each month."

"Our commitment to be the simple, straight forward provider of
unlimited comfortable wireless communications in home towns across
America make us the choice for many who do not have wireless
services or who are paying too much for services that don't
support their life style," continued White.  "As we move into the
fourth quarter of 2003, our energized team of employees remain
focused on delivering a high quality, value based wireless service
that customers deserve, want, and need.  We believe our efforts
further position us as the Company that enhances personal freedom
for all customers."

"With the dedication of our employees and the continued support of
our suppliers, we have reduced our operating expenses to industry
leading levels," said Susan G. Swenson, Leap's president and chief
operating officer. "Throughout this process we have maintained a
disciplined focus on cash flow while remaining committed to
strengthening our position through the development of new products
and services that are expected to contribute to the continued
growth of our business.  We have also concentrated on delivering a
high quality of service, and independent third-party drive tests
prove that our networks are among the best in the nation.  As we
look ahead, we are poised to launch new offers in time for the
holiday season and have earmarked significant marketing muscle to
promote these cost-competitive, value-added products.  The Company
expects that these new offers, together with an expanded
distribution and sales strategy, will enable us to further our
position as a leader within the wireless industry."

The confirmed Joint Plan of Reorganization, which received
approval from an overwhelming majority of creditors, implements a
comprehensive financial restructuring that significantly reduces
the Company's outstanding indebtedness.  In connection with the
Plan, the Company's current long-term debt will be reduced from
more than $2.4 billion to approximately $426 million.

"We are pleased with the rapid progress we have made in obtaining
confirmation of our Joint Plan of Reorganization" said Stewart D.
(Doug) Hutcheson, Leap's CFO.  "The court's confirmation of our
Plan is a significant step toward the completion of the Company's
financial restructuring and a true testament to the support we
have received from our creditors during this process.  On behalf
of the Company, I would like to take this opportunity to thank all
of our dedicated employees who stayed focused on the Company's
goals despite the challenges of operating under Chapter 11.  I am
extremely proud of the accomplishments of our team and thankful
for the support the Company has received from its stakeholders
during this process.  I would also like to extend our appreciation
for the attention that Judge Adler and the bankruptcy court,
clerks and staff have given to this case."

The existing stockholders of Leap will not receive any
distribution under the Plan and the existing stock of Leap
Wireless International, Inc. will be cancelled on the effective
date of the Plan.  New equity securities in the reorganized
company will be distributed to creditors as provided for in the
Plan.  The full text of the Company's Fifth Amended Plan of
Reorganization, and other documents related to the Company's
Chapter 11 proceeding, can be found under the Restructuring
Overview/Legal Documents section of the Company's Web site at
http://www.leapwireless.com

Leap, headquartered in San Diego, Calif., is a customer-focused
company providing innovative communications services for the mass
market. Leap pioneered the Cricket Comfortable Wireless(R) service
that lets customers make all of their local calls from within
their local calling area and receive calls from anywhere for one
low, flat rate.  For more information, please visit
http://www.leapwireless.com


LEAP WIRELESS: Stipulation Assuming Nokia Purchase Pacts Okayed
---------------------------------------------------------------
Cricket Communications, Inc. is a party to certain agreements to
purchase wireless phones and accessories from Nokia Inc.  As of
the Petition Date, Cricket owed Nokia $8,959,919.

Cricket and Nokia agree that Cricket will assume the Nokia
Agreements pursuant to Section 365 of the Bankruptcy Code.  Nokia
will receive $4,479,959 as cure to any defaults by Cricket under
the Nokia Agreements.  Cricket will pay the Cure Amount to Nokia
in immediately available funds.

Judge Adler approves the parties' stipulation. (Leap Wireless
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


LENNOX INT'L: Reports Flat Third-Quarter 2003 Financial Results
---------------------------------------------------------------
Lennox International Inc. (NYSE: LII) announced third quarter 2003
diluted earnings per share of $0.46. LII also reported $0.46 EPS
in the third quarter last year.

Sales increased 2% to $839 million from last year's third quarter.
Adjusting for $33 million in heat transfer revenues included in
last year's sales - essentially all of which are now part of LII's
joint venture with Outokumpu and no longer reported by LII - sales
for the quarter increased 7%, up 4% when adjusted for currency
exchange. Quarterly operating income was $53 million, up 1% from
last year. Net income was $28 million, unchanged from the year-ago
period.

LII's cash flow performance continued to show significant strength
in the third quarter. The company generated $83 million in free
cash flow in the third quarter and continued to use that cash flow
primarily to reduce debt. In the past 12 months LII has reduced
debt by $37 million, lowering debt-to-capitalization ratio to
39.9% from 46.7% one year ago. Over the past three years LII has
cut its debt in half for a total reduction of $366 million.

"LII achieved solid results in the third quarter, with higher
sales and improved margins in our manufacturing businesses
offsetting soft results in our Service Experts segment," said Bob
Schjerven, chief executive officer. "Based on the strength of our
performance in the first nine months of the year and our momentum
going into the final quarter of the year, we are comfortable with
our current earnings guidance for 2003 and expect full-year EPS
will be in the range of $1.10 to $1.20. We are, however, raising
our guidance for free cash flow, and now project full-year free
cash flow to substantially exceed our net income." The company's
previous guidance was for full-year 2003 free cash flow to be
approximately equal to net income.

In the third quarter, LII realized a gain on the sale of its
Electrical Products Division. As disclosed at the time of the
sale, the financial impact of this transaction was not material to
LII's operating performance. This gain was more than offset by
reserve requirements related to the heat transfer joint venture
agreement the company entered into with Outokumpu last year. The
net result of these two items was an after-tax loss of $2 million,
or $0.03 cents per share, which is included in the $0.46 EPS the
company reported for the third quarter.

The tables following the text in this news release provide
description and financial detail, and reconcile the information
provided to U.S. Generally Accepted Accounting Principles (GAAP)
measures.

Business segment highlights:

Heating & Cooling: LII's Heating & Cooling business revenues rose
11% to $519 million, reflecting favorable cooling season weather
in many key markets. Adjusting for fluctuations in exchange rates,
sales were up 8%. Segment operating income increased 44% to $60
million and operating margins expanded 270 basis points to 11.5%.

LII's Residential Heating & Cooling business continues to
outperform the market, with double-digit sales growth for both the
Lennox and Ducane brands and continued top line growth in the
hearth products division. Revenues grew 7% in the third quarter to
$368 million, with sales up 6% adjusting for foreign exchange.
Segment operating income increased 24% for the quarter to $42
million. Segment operating margins expanded 160 basis points to
11.5% through higher volumes and purchasing savings that have
translated to lower product costs.

Driven primarily by increased domestic sales to new and existing
National Account customers, as well as sales gains within the
contractor community, Commercial Heating & Cooling revenues
increased 20% to $152 million, up 16% when adjusted for currency
fluctuations. Segment operating profit more than doubled to $18
million, with operating margins increasing to 11.5% from 5.9% last
year. Higher volumes, increased factory productivity and the
benefits realized from closing a plant in Europe earlier this year
contributed to this improvement.

Service Experts: Revenues were relatively flat at $251 million,
down 3% adjusting for currency exchange. Consistent with the first
half of the year, declines in commercial new construction offset
modest revenue growth in residential new construction and both
residential and commercial service and replacement. Segment
operating income for the quarter declined from $13 million in 2002
to $300,000 this year. Operating margins contracted from 5.2% to
0.1%.

"While Service Experts has positive cash flow, its profitability
for the quarter was clearly unsatisfactory," Schjerven said. "Our
aggressiveness in defending the topline in a price competitive
environment significantly depressed our gross margins and
increased marketing costs." Service Experts also incurred higher
costs for insurance, inventory valuation adjustments, and bad
debt, as well as increased overhead expenses. In addition,
percentage-of- completion accounting adjustments in the commercial
new construction business negatively impacted segment
profitability. "We remain confident about the prospects for
Service Experts and while we have developed the right tools to
make it successful, we know execution is the key to improvement,"
Schjerven said.

Refrigeration: Segment revenues increased 4% to $97 million, down
4% when adjusted for currency exchange. A focus on cost control
and improved manufacturing efficiency in a challenging worldwide
market helped segment operating income increase 8% to $10 million,
with operating margins expanding 30 basis points to 9.8%.

A Fortune 500 company operating in over 100 countries, Lennox
International Inc. (S&P, BB- Corporate Credit Rating, Stable) is a
global leader in the heating, ventilation, air conditioning, and
refrigeration markets.  Lennox International stock is traded on
the New York Stock Exchange under the symbol "LII".  Additional
information is available at http://www.lennoxinternational.com


LOG ON AMERICA: Ch. 7 Trustee Taps Wallick as Collection Counsel
----------------------------------------------------------------
Michael B. Joseph, Esq., serving as the Chapter 7 Trustee of the
Bankruptcy Estate of Log On America, Inc., asks the U.S.
Bankruptcy Court for the District of Delaware to approve his
application to retain Wallick & Associates as special counsel to
perform collection services.

Wallick will specifically represent the Trustee as special counsel
with respect to the collection of judgment entered in favor of Log
On America, Inc., in the sum of $20,000.

Marc D. Wallick, Esq., will have primary involvement in this
engagement. Mr. Wallick's hourly rate is $225 per hour. However,
Mr. Wallick will be employed in a contingency fee basis in which
he will retain 25% of the total amount collected on the judgment.

Log On America is a full service provider of business
communication technologies. The Company filed for chapter 11
protection on July 12, 2003 and later converted their cases under
chapter 7 proceeding on October 17, 2003 (Bankr. Del. Case No. 02-
12022).  Raymond H. Lemisch, Esq., at Adelman Lavine Gold and
Levine PC represent the Chapter 7 Trustee in this proceeding.


LTV: Liquidation Debtors Want Court to Fix Solicitation Protocol
----------------------------------------------------------------
The Liquidating LTV Debtors ask Judge Bodoh to:

      (1) approve their Disclosure Statement;

      (2) establish procedures for the solicitation and
          tabulation of votes to accept or reject the Joint
          Plan of the Liquidating Debtors;

      (3) approve the form of the ballots for submitting
          votes on the Plan;

      (4) set a deadline for creditors to cast their ballots;

      (5) approve the solicitation packages to be distributed
          to creditors and other parties-in-interest in
          connection with vote solicitation;

      (6) set the record date for Plan voting; and

      (7) schedule a hearing on confirmation of the Plan.

At this time, no dates are suggested. (LTV Bankruptcy News, Issue
No. 56; Bankruptcy Creditors' Service, Inc., 609/392-00900)


MEDIACOM COMMS: Will Host Q3 2003 Teleconferece on November 5
-------------------------------------------------------------
Mediacom Communications Corporation (NASDAQ:MCCC) will host a
teleconference to discuss its third quarter 2003 financial results
on November 5, 2003 at 10:30 a.m. Eastern Time. The Company will
issue a press release reporting its third quarter financial
results before market hours that day.

The teleconference will be available via live webcast at
http://www.mediacomcc.com A recording of the call will be
archived on the Web site.

To automatically receive Mediacom Communications financial news by
e-mail, please visit the Investor Relations link (under Corporate
Info) at http://www.mediacomcc.comand subscribe to E-mail Alerts.

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

Mediacom Communications (S&P, BB Corporate Credit Rating,
Negative) is the nation's 8th largest cable television company and
the leading cable operator focused on serving the smaller cities
and towns in the United States. The Company's cable systems pass
approximately 2.73 million homes and serve about 1.56 million
basic subscribers in 23 states. Mediacom Communications offers a
wide array of broadband products and services, including
traditional video services, digital television, high-speed
Internet access, video-on-demand and high-definition television.


METALS USA: J. Hageman Acquires 1,686 of Metals USA Shares
----------------------------------------------------------
In an October 8, 2003 report to the Securities and Exchange
Commission, John Hageman, Metals USA's Senior Vice President,
discloses his acquisition of 1,686 shares of Metals USA Common
Stock.  As a result, Mr. Hagemen now has direct beneficial
ownership over 15,204 shares of Metals USA Common Stock. (Metals
USA Bankruptcy News, Issue No. 37; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


METROCALL INC: Oaktree Capital Discloses 6.03% Equity Stake
-----------------------------------------------------------
Oaktree Capital Management LLC beneficially owns 6.03% of the
outstanding common stock of Metrocall Inc., represented in the
holding of 59,763 such common stock shares.  Oaktree holds sole
voting and dispositive power over the stock.

The principal business of Oaktree is providing investment advice
and management services to institutional and individual investors.
The OCM Funds and Accounts generally invest in a diversified
portfolio of high yield fixed income securities.  The investment
decisions for each of the OCM Funds and Accounts are made on an
individual basis based on the respective guidelines of each of the
OCM Funds and Accounts.  Each of the OCM Funds and Accounts
beneficially owns on an individual basis less than one percent of
the outstanding shares of Metrocall Inc.'s common stock.  Based on
Oaktree's relationship with the OCM Funds and Accounts, Oaktree
may be deemed to beneficially own the shares of common stock held
by each of the OCM Funds and Accounts, although Oaktree has no
material pecuniary interest in any such shares.  All of the
securities reported here were acquired from Metrocall in October
2002 in connection with the consummation of the bankruptcy
reorganization of Metrocall.


MILACRON INC: Will Publish Third-Quarter Results on October 31
--------------------------------------------------------------
Milacron Inc. (NYSE: MZ), a leading global supplier of plastics-
processing technologies and industrial fluids, will report its
financial results for the third quarter ended September 30, 2003,
on Friday, October 31, 2003.

Following its usual practice, on October 31 the company will
release its results in the morning before the market opens. At
11:00 a.m. ET, management will conduct an open investor conference
call to discuss the third quarter along with the current outlook.
The call can be accessed live via Milacron's Web site at
http://www.milacron.com For analysts and investors wishing to ask
questions, the dial-in number will be (719) 457-2727.

A recording of the conference call will be available from 2:00
p.m. Friday, October 31, through midnight Thursday, November 6,
and may be accessed on Milacron's Web site --
http://www.milacron.com-- or by dialing (719) 457-0820 and
providing the access code: 281630.

First incorporated in 1884, Milacron is a leading global supplier
of plastics-processing technologies and industrial fluids, with
major manufacturing facilities in North America, Europe and Asia.
For further information, visit the company's web site or call the
toll-free investor hot line: 800-909-MILA (800-909-6452).

First incorporated in 1884, Milacron is a leading global supplier
of plastics-processing technologies and industrial fluids, with
about 3,500 employees and major manufacturing facilities in North
America, Europe and Asia. For further information, visit
http://www.milacron.com

                Update on Revolving Credit Facility

As reported in Troubled Company Reporter's August 18, 2003
edition, Milacron reached an agreement with its principal bank
group, amending certain terms of its revolving credit facility.
The purpose of the amendment is to relax certain financial
covenants through the end of 2003 in light of the extended
downturn in the plastics industries and to allow Milacron to
execute its recently announced initiatives to return to
profitability.

In the newly amended agreement, the covenant specifying minimum
levels of cumulative EBITDA (earnings before interest, taxes,
depreciation and amortization - including adjustments as defined
in the agreement) has been relaxed for the third and fourth
quarters. In addition, the limit on restructuring expenses has
been raised to allow Milacron to move forward with profit-
improvement initiatives designed to save the company approximately
$20 million annually. The facility is now capped at $65 million,
of which $54 million is currently utilized. The availability of
the remaining $11 million is subject to certain new restrictions
based on the company's cash position.


MIRANT CORP: Proposes Uniform Miscellaneous Asset Sale Protocol
---------------------------------------------------------------
The Mirant Debtors comprise an expansive enterprise with numerous
subsidiaries, facilities and items of personal property.  In its
sound business judgment, the Debtors identified various items of
personal property that are no longer necessary for the continued
operation of their business and should be sold.  The Debtors
anticipate that the types of miscellaneous assets that should be
sold going forward include obsolete spare machinery parts, scrap
metal from dismantled and unused facilities, worn-out furniture,
obsolete equipment and various other miscellaneous assets.

So as not be to burdened with numerous sale motions for assets
with minimal value, the Debtors ask the Court to approve
procedures by which they may sell miscellaneous assets with a
sale price of not more than $150,000, free and clear of liens,
claims, encumbrances and interests.

According to Robin Phelan, Esq., at Haynes and Boone LLP, in
Dallas, Texas, when a buyer is identified and believed to have
the best bid for the asset, the Debtors propose these procedures
for the sale of Miscellaneous Assets:

    (a) The Debtors will give written notice, by facsimile or
        overnight mail, of each proposed sale of Miscellaneous
        Assets to (i) the Office of the United States Trustee,
        (ii) counsel for the Committees, (iii) any entity that
        provides financing authorized by the Bankruptcy Court,
        (iv) any known holder of a lien, claim, encumbrance or
        interest against the specific Miscellaneous Assets to be
        sold, and (v) any party that has requested special
        notice;

    (b) The Sale Notice will specify (i) the asset or assets to
        be sold and the selling Debtor thereof, (ii) the identity
        of the proposed purchaser, (iii) the value as reflected
        on the Debtors' books, or if no value is available, an
        estimated value, (iv) the proposed sale price, and (v)
        and will have attached a copy of any of the sale
        agreements;

    (c) If none of the Notice Parties serves the Debtors with a
        written objection to the proposed transaction in a manner
        so that it is actually received by the Debtors within
        seven business days after the date the Debtors send the
        Sale Notice or any objection is resolved, counsel for the
        Debtors will submit to the Court a form of order, which
        contains findings that (i) the Notice Procedures have
        been satisfied, (ii) no objection to the Miscellaneous
        Assets sale was timely made or the objection has been
        resolved, and (iii) the Debtors may proceed with the
        proposed sale free and clear of all security interests,
        liens, claims, encumbrances, and interests;

    (d) If the Debtors receive a written objection prior to the
        expiration of the Notice Period, and the Debtors are
        unable to resolve the objection, the Debtors will not
        take any additional steps to consummate the sale of the
        particular asset, which is the subject of the objection
        without first obtaining the Court's approval for the sale
        of that specific asset with respect to which an objection
        was timely served; and

    (e) Upon Court approval of the order authorizing the
        Miscellaneous Assets sale, the Debtors may consummate the
        proposed sale transaction and take actions as are
        necessary to close the sale and obtain the sale proceeds
        without further notice or Court order.

Mr. Phelan argues that the miscellaneous asset sale procedures
should be authorized because:

    (a) the prompt and efficient sale of the de minimis assets
        will minimize administrative expenses attendant on
        retaining and restoring unnecessary property;

    (b) the Debtors will be able to generate proceeds from the
        unnecessary property for the benefit of the Debtors'
        estates;

    (c) with the unique nature of the types of miscellaneous
        assets the Debtors intend to sell, oftentimes, there is
        a short window of opportunity available to consummate
        advantageous sale transactions for the assets;

    (d) with the relatively low value of the miscellaneous
        assets, conducting auctions and conducting hearings for
        each proposed sale transaction will, in many cases,
        result in costs that are disproportionate to the
        anticipated sale proceeds; and

    (e) parties-in-interest have the opportunity to object to the
        proposed sale. (Mirant Bankruptcy News, Issue No. 10;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)


MITSUBISHI: Weak Performance Spurs S&P to Cut Corp. Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Mitsubishi Motors Corp. to 'B+pi' from 'BB-pi',
reflecting credit losses and deteriorating sales performance in
North America.

The rating action also takes into account the company's reduced
financial flexibility, stemming from its weaker access to the ABS
market and the challenges facing Chrysler Corp., the U.S.
operations of DaimlerChrysler--the largest shareholder in
Mitsubishi Motors.

The rating could be lowered further if the credit-loss situation
worsens or deterioration in Mitsubishi Motors' performance in the
U.S. accelerates significantly in the near term.

"The weaker earnings prospects for Mitsubishi Motors in North
America are of particular concern, as this region accounts for a
disproportionate share of the company's profitability, and it has
continued to post operating losses in Japan and Europe," said
Standard & Poor's credit analyst Chizuko Satsukawa.

"Mitsubishi Motors will be increasingly dependent on earnings
growth from other regions, including other parts of Asia, where
its earnings have recovered in recent years," she added.

Mitsubishi Motors has lowered its full-year net-income projections
for fiscal 2003 (ending March 31, 2004) to 10 billion from 40
billion due to the challenges in North America, including soaring
credit losses at its U.S. captive finance operations stemming from
high-risk loans underwritten in recent years. The company expects
to record extraordinary provisions totaling about 50 billion,
based on a reassessment of its outstanding loan portfolio. The
company has also implemented stricter underwriting policies and
reduced origination of such high-risk loans.

Mitsubishi Motors' U.S. light vehicle unit sales decreased by
21.5% during the first nine months of 2003, compared with the same
period a year earlier, after intensifying competition coincided
with the bottom of a product cycle. Even with upcoming product
launches, uncertainties remain over future sales and earnings
growth in North America, as the company faces intense competition
from stronger industry peers and has been forced to take a more
conservative stance toward automotive finance.

Given an expected further deterioration in Mitsubishi Motors'
profitability and cash flow, coupled with relatively high capital
investment requirements over the next two to three years, the
company's capital structure is likely to weaken, with total debt
to capital climbing back to above 80% over the next few years.
Mitsubishi Motors' cash flow protection measures are likely to
remain weak, with funds from operations to total debt below 10%.
The company's access to the ABS market has also come under
pressure since a number of ABS transactions issued by its U.S.
captive finance subsidiary have shown poor performance.

Mitsubishi Motors has benefited from an alliance with
DaimlerChrysler (BBB+/Negative/A-2), its largest shareholder, with
a 37% stake. DaimlerChrysler has sent a team of managers to lead
the Japanese automakers' turnaround efforts, and Mitsubishi Motors
is also expected to enjoy cost reductions from using common
platforms and components. However, given Chrysler's increasing
losses and declining market share in North America, Standard &
Poor's believes that Mitsubishi Motors cannot rely on additional
support from DaimlerChrysler in the near term.


MMCA AUTO OWNER: S&P Lowers 3 Note Class Ratings to Low-B Levels
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on various
classes of MMCA Auto Owner Trust 2002-1 and MMCA Auto Owner Trust
2002-2. At the same time, the ratings on four classes from MMCA
Auto Owner Trust 2002-3 are lowered and removed from CreditWatch,
where they were placed Feb. 13, 2003.

Concurrently, ratings on various classes from MMCA Auto Owner
Trusts 2001-3, 2001-4, 2002-1, and 2002-2 are affirmed. Lastly,
the rating assigned to the class A-2 certificates from MMCA Auto
Owner Trust 2002-3 is affirmed and removed from CreditWatch.

The lowered ratings reflect the continued adverse performance
trends displayed by the underlying collateral pools and the
deteriorating credit enhancement of the trusts. A primary factor
adversely affecting the collateral performance of these
transactions is the inclusion of balloon loans (receivables that
provide for equal monthly payments and one substantially larger
final balloon payment) and deferred payment loans (receivables
that stipulate that the first payment is deferred for a specified
period-between 50 and 450 days-and for equal monthly payments for
the remainder of the term of the receivable) in the collateral
pools, as each of these loan programs can result in higher loss
severity upon default.

Both MMCA Auto Owner Trust 2002-1 and MMCA Auto Owner Trust 2002-3
were initially structured with a large amount of deferred payment
loans (49.46% and 42.75%, respectively) and a moderate amount of
balloon loans (27.84% and 22.02%, respectively), while MMCA Auto
Owner Trust 2002-2 included a large amount of balloon loans
(59.79%) and a moderate amount of deferred loans (25.97%). Thus
far, after only 18 months of performance, cumulative net losses
from MMCA Auto Owner Trust 2002-1 (6.38% of the initial collateral
pool balance) have exceeded Standard & Poor's initial lifetime
expectation. After 15 months of performance, cumulative net losses
from MMCA Auto Owner Trust 2002-2 (6.70% of the initial collateral
pool balance) have also exceeded Standard & Poor's lifetime
expectation. Also, after only 13 months of performance, MMCA Auto
Owner Trust 2002-3 cumulative net losses are approaching their
expected levels at 3.71% of the initial collateral pool balance.

The majority of the losses experienced by these pools have been
the result of defaults by obligors with balloon contracts. These
loans have been extended to obligors with lower credit quality
than Mitsubishi Motors Credit of America Inc.'s (MMCA) traditional
level-pay obligors. Moreover, in order to keep monthly payments
low, the amount of each balloon payment (similar to a residual
payment in a lease) was set higher than the actual estimated value
of the vehicle when the balloon payment comes due. As a result,
early defaults on balloon contracts tend to cause higher loss
severities, as a large portion of the loan is due toward the end
of the loan term. In addition, a percentage of the obligors with
balloon contracts have been granted the ability to return their
vehicle to MMCA at the end of the level payment term without
penalty.

Thus, aside from the credit risk, there is also a level of
residual risk associated with the balloon contracts. Given the
high rebates and purchase incentives that currently exist in the
market for new vehicles, coupled with the large number of obligors
who have the right to return their vehicles, high return rates are
expected at the end of the level payment terms for these
transactions. High return rates, in conjunction with the
potentially high severity of loss, may result in significant
residual losses.

Currently, principal is being paid pro rata in the 2001-3, 2001-4,
and 2002-3 transactions, while performance triggers have been
breached in the 2002-1 and 2002-2 deals, which have caused
principal to be paid sequentially, with the subordinate
noteholders locked out from receiving any principal payments until
the senior notes pay off. The shift in payment priorities was
triggered when the reserve accounts for these two transactions
fell below 1% of the adjusted initial pool balance (defined as the
initial pool balance less the yield supplement
overcollateralization amount).

After 23 and 20 months of performance, respectively, cumulative
net loss rates for MMCA Auto Owner Trust 2001-3 (7.91% of the
initial collateral pool balance) and MMCA Auto Owner Trust 2001-4
(6.03% of the initial collateral pool balance) have already
exceeded Standard & Poor's initial lifetime expectations, yet the
last few months have seen a stabilization in the default and
recovery rates.

In December 2002, MMCA added Systems & Servicing Technologies
(SST), St. Joseph, Mo., as a subservicer on approximately 85,000
subprime accounts, or approximately 30% of the accounts included
in the five transactions. SST has added 220 collectors who have
been working exclusively on the MMCA loans. Yet despite the
addition of SST as subservicer, the transactions have continued to
experience adverse performance trends.

Standard & Poor's previously lowered its ratings on 14 classes of
notes and certificates from MMCA Auto Owner Trusts 2001-3, 2001-4,
2002-1, and 2002-2 in May 2003 after placing them on CreditWatch
in February 2003.

                           RATINGS LOWERED

                    MMCA Auto Owner Trust 2002-1

                                Rating
               Class     To                  From
               B         BBB                 BBB+
               C         B+                  BB+

                    MMCA Auto Owner Trust 2002-2

                                Rating
               Class     To                  From
               B         BB+                 BBB-
               C         B                   BB

         RATINGS LOWERED AND REMOVED FROM CREDITWATCH

                    MMCA Auto Owner Trust 2002-3

                                Rating
               Class     To                  From
               A-3       AA+                 AAA/Watch Neg
               A-4       AA+                 AAA/Watch Neg
               B         A-                  A/Watch Neg
               C         BBB-                BBB/Watch Neg

        RATING AFFIRMED AND REMOVED FROM CREDITWATCH

                    MMCA Auto Owner Trust 2002-3

                                Rating
               Class     To                  From
               A-2       AAA                 AAA/Watch Neg

                          RATINGS AFFIRMED

                    MMCA Auto Owner Trust 2001-3

               Class     Rating
               A-3       A+
               A-4       A+
               B         BBB

                    MMCA Auto Owner Trust 2001-4

               Class     Rating
               A-4       AA
               B         A-

                    MMCA Auto Owner Trust 2002-1

               Class     Rating
               A-3       AA
               A-4       AA

                    MMCA Auto Owner Trust 2002-2

               Class     Rating
               A-2       A+
               A-3       A+
               A-4       A+


NATIONSRENT: Enters Stipulating Reducing Kroll Consummation Fee
---------------------------------------------------------------
To recall, on February 26, 2002, the Court approved the
NationsRent Debtors' employment of Kroll Zolfo Cooper, LLC as
their Bankruptcy Consultants and Management Advisors.  On
September 11, 2003, Kroll Zolfo filed its Final Fee Application
for allowance and payment of Consummation Fee as Bankruptcy
Consultants and Management Advisors to the Debtors for $2,500,000.
Subsequently, the Debtors raised concerns regarding the
Consummation Fee requested by Kroll Zolfo.

To resolve the claims, objections and concerns and to avoid the
additional time and expenses of further dispute, the Debtors,
Kroll Zolfo and The Baupost Group LLC -- the Majority Bank Debt
Holder -- stipulate and agree that Kroll Zolfo will reduce the
request for allowance and payment of the Consummation Fee to
$1,750,000.

However, if the Bankruptcy Court does not approve the Stipulation
in its entirety, the parties agree that:

   -- the terms and conditions will be null and void and will not
      be used by any party for any purpose; and

   -- Kroll will have the right to seek the full amount sought in
      the Consummation Fee Application. (NationsRent Bankruptcy
      News, Issue No. 38; Bankruptcy Creditors' Service, Inc.,
      609/392-0900)


NET PERCEPTIONS: Third-Quarter Net Loss Reaches $1.7 Million
------------------------------------------------------------
Net Perceptions, Inc. (Nasdaq:NETP) reported revenue of $438
thousand for the quarter ended September 30, 2003 and a loss of
$1.7 million, or $0.06 per share. Included in these results was a
$1.1 million restructuring charge ($406 thousand related to
employee severance payments and $645 thousand related to the
settlement of certain real estate obligations previously disclosed
on September 12, 2003). In the same period last year the Company
reported $1.6 million in revenue and a loss of $626 thousand, or
$0.02 per share. At September 30, 2003, the Company had nine
employees.

Net Perceptions completed the quarter with approximately $12.2
million in cash. The Company is not providing financial guidance
for the fourth quarter of 2003.

                      Plan of Liquidation

The Company also announced that its board of directors has
unanimously adopted a plan of complete liquidation and
dissolution, which will be submitted to the Company's stockholders
for approval. The plan contemplates that the Company will sell,
license or otherwise dispose of its intellectual property and
other non-cash assets, and, after discharging or, through a
contingency reserve, providing for, its liabilities (including
contingent liabilities) and expenses, will distribute its net cash
to its stockholders. The Company intends to hold a special meeting
of stockholders as soon as practicable to approve and adopt the
plan. A proxy statement describing the plan and the board's
reasons for adopting it will be mailed to stockholders prior to
the special meeting.

                         Conference Call

There will be a conference call to discuss Net Perceptions'
financial results for the quarter ended September 30, 2003 today
beginning at 4:00 pm (CST). The dial-in number for the call is
(913) 981-5571 (Conference ID#559716). The call will also be
available for replay beginning approximately two hours after the
call is completed until October 31, 2003 by dialing (719) 457-0820
and entering code 559716. This press release and additional
financial information is available on the Net Perceptions web site
at http://www.netperceptions.comunder "News Releases."

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

                           *   *   *

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

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

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

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

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


NEXTEL PARTNERS: Sept. 30 Balance Sheet Upside-Down by $95 Mill.
----------------------------------------------------------------
Nextel Partners, Inc. (Nasdaq:NXTP) reported strong financial and
operating results for the third quarter of 2003, including $55.8
million of Adjusted EBITDA, a $47.9 million increase compared to
Adjusted EBITDA of $7.9 million in the same period last year.

For the first time in the company's history, operating activities
provided net cash. Net cash provided by operating activities was
$50.1 million in the third quarter of 2003 compared to net cash
used by operating activities of $22.1 million in the same period
last year. Service revenues for the period grew 49% over the prior
year's third quarter to $260.7 million. Net loss decreased $42.9
million to $22.0 million in the third quarter of 2003 compared to
$64.9 million in the prior year's third quarter.

Partners added 91,100 subscribers during the third quarter to end
the period with 1,144,700 digital subscribers, an increase of 46%,
or 360,000, from the 784,700 subscribers at the end of the prior
year's third quarter. Average monthly revenue per subscriber unit,
or ARPU, increased $4 from $66 in the second quarter to $70 in the
third quarter of 2003 and remained among the highest in the
wireless industry. Including roaming revenues, ARPU was $80 for
the period. The average monthly churn rate during the third
quarter of 2003 improved to 1.5%, a record low for the company.

"Our strong performance produced another outstanding quarter as we
continued to attract some of the most valuable customers in the
industry to achieve record revenue and Adjusted EBITDA," said John
Chapple, Partners' Chairman, CEO and President. "We believe our
differentiated product and targeted sales strategy, along with our
relentless focus on customer satisfaction, continue to drive
exceptional top line growth and first-rate operating and financial
metrics. We look forward to generating positive free cash flow
next year."

"Nextel Partners achieved excellent results in the third quarter
of 2003," said Barry Rowan, Partners' Chief Financial Officer and
Treasurer. "We exceeded expectations on subscriber growth, ARPU
and churn, and we reached lifetime revenue per subscriber (LRS) of
$4,667 (implied by ARPU and churn), which is a company best and
among the highest in the industry. We are encouraged by the
continued scaling of our operations and expanding margins, and
have accordingly accelerated our expectations for turning free
cash flow positive. Based on our current trends, we now anticipate
achieving positive free cash flow for the first quarter of 2004.
Additionally, we have continued to opportunistically strengthen
our balance sheet by reducing our overall cost of capital, further
improving our future free cash flow and earnings potential."

During the third quarter, Partners retired $50.2 million principal
value of its senior notes, and issued convertible senior notes
with total gross proceeds of $125 million to fund the company's
debt retirements and for general corporate purposes. On a combined
basis, the company's debt retirements of $557.1 million since the
fourth quarter of 2002 and subsequent note issuances are
anticipated to result in net annualized cash interest savings of
$35.8 million. Additionally, Partners has provided notice to the
holder of its 12% Series B redeemable preferred stock of its
intent to redeem the stock in the fourth quarter. As of September
30, 2003, the redemption value of the Series B preferred stock was
$38.3 million.

The loss attributable to common stockholders for the third quarter
of 2003 was $0.09 per share as compared to a loss of $0.27 per
share in the third quarter of 2002.

Net capital expenditures, excluding capitalized interest, were
$40.5 million in the third quarter of 2003.

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

Nextel Partners, Inc., (Nasdaq:NXTP), based in Kirkland, Wash.,
has the exclusive right to provide digital wireless communications
services using the Nextel brand name in 31 states where
approximately 53 million people reside. Nextel Partners offers its
customers the same fully integrated, digital wireless
communications services available from Nextel Communications
(Nextel) including digital cellular, text and numeric messaging,
wireless Internet access and Nextel Direct Connect(SM) digital
walkie-talkie, all in a single wireless phone. Nextel Partners
customers can seamlessly access these services anywhere on
Nextel's or Nextel Partners' all-digital wireless network, which
currently covers 293 of the top 300 U.S. markets. To learn more
about Nextel Partners, visit http://www.nextelpartners.com To
learn more about Nextel's services, visit http://www.nextel.com


NIMBUS GROUP: Taps Berkovitz to Replace Rachlin as Accountants
--------------------------------------------------------------
Nimbus Group, Inc. has dismissed Rachlin, Cohen & Holtz, LLP as
Nimbus Groups' independent accountant, effective October 15, 2003.
The Company has replaced RCH with Berkovitz, Lago & Company, LLP,
effective October 15, 2003. BLC served as the independent
accountant for the Company prior to RCH. RCH was originally
engaged due to its relationship with the Company's interim chief
financial officer. As the Company's interim chief financial
officer is no longer with Nimbus Group, the Company has decided to
re-engage BLC.

RCH served as the Company's independent accountant from August 6,
2003 through the dismissal date and had not provided any report on
the financial statements of the Company.  The decision to dismiss
RCH was recommended by management of the Company and approved by
its Audit Committee.

Effective October 14, 2003, Nimbus Group engaged the accounting
firm of BLC as its new independent accountants to audit the
Company's financial statements for the proximate fiscal year end.

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


NORTHERN BORDER: Declares Third Quarter 2003 Cash Distribution
--------------------------------------------------------------
The Partnership Policy Committee of Northern Border Partners, L.P.
(NYSE:NBP) declared the Partnership's quarterly cash distribution
of $0.80 per common unit for the third quarter of 2003. The
indicated annual rate is $3.20.

The distribution is payable November 14, 2003 to unitholders of
record October 31, 2003.

Northern Border Partners, L.P. is a publicly traded partnership
formed to own, operate and acquire a diversified portfolio of
energy assets. The Partnership owns and manages natural gas
pipelines and is engaged in the gathering and processing of
natural gas. More information can be found at
http://www.northernborderpartners.com

As reported in Troubled Company Reporter's September 23, 2003
edition, Northern Plains Natural Gas Company and Pan Border Gas
Company, subsidiaries of Enron Corp., are two of the general
partners of Northern Border Partners, L.P.

Also, NBP Services Corporation, a subsidiary of Enron, provides
administrative and operating services to Northern Border Partners,
L.P. and its subsidiaries. On June 25, 2003, Enron announced the
organization of CrossCountry Energy Corp., a newly formed holding
company that will hold, among other things, Enron's ownership
interests in Northern Plains, Pan Border and NBP Services. Enron
also announced it had filed a motion with the U.S. Bankruptcy
Court for the Southern District of New York to approve the
proposed transfer of those ownership interests to CrossCountry
Energy Corp. The Bankruptcy Court has not issued an order on this
motion.


NRG ENERGY: Appoints David W. Crane as New Company President & CEO
------------------------------------------------------------------
David W. Crane has been appointed President and Chief Executive
Officer of NRG Energy, Inc., effective December 1, 2003. Crane
currently serves as Chief Executive Officer of London-based
International Power.

"David's extensive experience in the energy industry and strategic
viewpoint make him extremely qualified to lead NRG," said Scott J.
Davido, General Counsel, Secretary and Chairman of the Board. "He
is the ideal leader to build on NRG's strengths."

"We conducted an exhaustive search over several months and David
was a clear standout," said James K. Schaeffer, Chairman of NRG's
Official Creditors' Committee, who with NRG's Board of Directors
led the search for a new CEO. "David has a strong record of
solving business challenges and delivering effective strategies."

Prior to joining International Power in 2000, Crane was a Senior
Vice President in the Global Power Group at Lehman Brothers. From
1991 to 1996, he worked in various positions at ABB Energy
Ventures, including serving as Vice President for the Asia-Pacific
Region.

Crane earned a Bachelor of Arts Degree from Princeton University's
Woodrow Wilson School of Public and International Affairs and a
Juris Doctor degree from Harvard Law School.

The appointment is subject to bankruptcy court approval.

John R. Boken, Senior Director of restructuring firm Kroll Zolfo
Cooper LLC, who has served as NRG's Interim President and Chief
Operating Officer since the company's Chapter 11 filing earlier
this year, will continue with his Chief Operating Officer duties
for a transitional period.

NRG Energy, Inc. owns and operates a diverse portfolio of power-
generating facilities, primarily in the United States. Its
operations include competitive energy production and cogeneration
facilities, thermal energy production and energy resource recovery
facilities.


OWENS & MINOR: Board Okays Payment of 4th Quarter Cash Dividend
---------------------------------------------------------------
Owens & Minor (NYSE: OMI) announced that its board of directors
approved the payment of the fourth quarter 2003 cash dividend in
the amount of $0.09 per share.  The cash dividend is payable on
December 31, 2003 to shareholders of record as of December 16,
2003.  The company currently has approximately 38,948,724 common
shares outstanding.

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


OWENS-ILLINOIS: Reports Deterioration in 3rd Quarter Performance
----------------------------------------------------------------
Owens-Illinois, Inc., (NYSE: OI) reported third quarter 2003 net
earnings of $28.9 million, compared with net earnings for the
third quarter 2002 of $97.9 million.

Results for the third quarter of 2003 included charges of $37.4
million ($23.4 million after tax) for the estimated loss on the
pending sale of the Company's specialty closures assets, and $28.5
million ($17.8 million after tax) for the permanent closure of the
Company's Hayward, Calif., glass container factory, both of which
are discussed below.

Operating results in the third quarter of 2003 continued to be
unfavorably impacted by higher energy costs, reduced pension
income, modestly lower glass unit shipments in North America, and
competitive pricing pressures in most of the Company's plastics
businesses.

Joseph H. Lemieux, Owens-Illinois Chairman and Chief Executive
Officer said, "I am pleased that both our glass and plastic
businesses reported higher sales for the third consecutive
quarter. Another high point of the third quarter was increased
EBIT from our glass businesses compared with prior year despite
higher energy costs and lower pension income. As momentum
continues to build across our operations, we are focused on
enhancing liquidity, improving productivity, pursuing cost-saving
opportunities and driving solid earnings performance going
forward."

                         Business Review

Summary

Third quarter 2003 net sales were $1.589 billion compared with
$1.472 billion in the third quarter of 2002. On a consolidated
basis, EBIT for the third quarter of 2003 was $159.3 million
compared with $251.9 million for the third quarter of 2002. The
following discussion of operations is presented on a segment
reporting basis. The reconciliation of Segment EBIT to
consolidated EBIT and to net earnings is presented in note (a) of
the attached table entitled Consolidated Supplemental Financial
Data.

Glass Containers Segment

The Glass Containers segment reported third quarter 2003 net sales
of $1.111 billion, up 8.9% from $1.020 billion in the third
quarter of 2002. Segment EBIT for the third quarter of 2003,
exclusive of the $28.5 million charge for the Hayward plant
closure, was $207.8 million compared with $205.5 million for the
third quarter of 2002. Segment EBIT margins in the third quarter
of 2003 were 18.7% compared with 20.2% in the third quarter of
2002. Pension income was approximately $10 million lower than the
third quarter of 2002, contributing to the reduction in Segment
EBIT margins.

Within the segment, North American glass container operations
reported lower sales and EBIT for the third quarter of 2003
compared with the third quarter of 2002. Higher energy costs,
modestly lower unit sales volumes, reduced pension income, and
unfavorable currency translation rates in Canada were partially
offset by improved manufacturing performance and higher selling
prices. A substantial portion of the reduction in pension income
for the Glass Containers segment was in North America.

European glass container operations reported improved sales and
EBIT for the third quarter of 2003 compared with the third quarter
of 2002 mainly due to the favorable effects of significantly
higher production and shipment activity, a more favorable product
mix, favorable currency translation rates, and cost reduction
initiatives at the Company's operations in Italy.

Asia Pacific glass container operations reported higher sales and
EBIT for the third quarter of 2003 compared with the third quarter
of 2002. Higher unit shipments, improved manufacturing
performance, and favorable currency translation rates were the
principal reasons for these improved EBIT results.

In the South American glass container operations, third quarter
2003 sales and EBIT improved compared with third quarter 2002.
Increased production activity and higher shipments, particularly
in Brazil, coupled with higher selling prices and improved
manufacturing performance were the main reasons for these improved
results.

Plastics Packaging Segment

For the third quarter of 2003, the Plastics Packaging segment
reported net sales of $477.2 million, compared with $452.3 million
for the third quarter of 2002. Segment EBIT for the third quarter
of 2003, exclusive of the $37.4 million charge for the estimated
loss on the pending sale of the specialty closures assets, was
$39.5 million compared with $64.9 million for the third quarter of
2002. Resin cost pass-through pricing to customers increased sales
by $15 million in the quarter. The principal factors contributing
to the decline in Segment EBIT were lower selling prices in most
of the segment's businesses and an approximate $2.2 million
reduction in pension income, partially offset by a 10% increase in
unit shipments over the prior year period.

Other Retained Items

Other retained costs were $3.7 million higher in the third quarter
of 2003 compared with the third quarter of 2002, principally due
to lower pension income and higher information systems costs.

Interest Expense

Interest expense increased to $120.1 million in the third quarter
of 2003 from $106.9 million in the third quarter of 2002. The
higher interest in 2003 was mainly due to the issuance of $625
million of fixed rate notes during the fourth quarter of 2002 and
$900 million of fixed rate notes in May 2003. The proceeds from
the notes were used to repay lower-cost variable rate debt
borrowed under the Company's previous bank credit agreement. Lower
interest rates on the Company's remaining variable rate debt
partially offset the increase.

                 Liquidity Improvement Initiatives

Sale of Specialty Closures Assets

The Company has reached agreement in principle for the sale of its
assets related to the production of plastic trigger sprayers and
finger pump closures. The Company expects the transaction to close
early in the fourth quarter. Expected net cash proceeds of
approximately $50 million, including liquidation of related
working capital, will be used to reduce debt. The Company's
decision to sell these non-strategic assets is consistent with its
objectives to improve liquidity and to focus on its core
businesses.

Closure of Hayward, Calif., Glass Factory

In August, the Company announced the permanent closing of its
Hayward, Calif., glass container factory. Production at the
factory was suspended in June following a major leak in its only
glass furnace. Most of Hayward's business has been transferred to
other company factories.

Capacity Utilization Review

The Company is continuing its review of capacity utilization for
its worldwide glass and plastics businesses. During the fourth
quarter, the Company expects to announce further capacity
curtailments and to pursue additional divestitures of non-
strategic assets. These actions will result in pre-tax charges
which could range from $85 million to $95 million. The Company
believes these are important steps in its efforts to bring
capacity and inventory levels in line with anticipated demand, and
to improve capital spending efficiency.

Nine-month Results

For the first nine months of 2003, the Company reported net
earnings of $80.3 million, or $0.44 per share (diluted), compared
with a net loss of $510.5 million, or $3.60 per share, for the
first nine months of 2002.

Results for the first nine months of 2003 included: 1) a loss of
$37.4 million ($37.4 million after tax) from the sale of long-term
notes receivable, 2) additional interest charges of $16.8 million
($10.7 million after tax) for early retirement of debt,
principally note repurchase premiums, 3) a charge of $37.4 million
($23.4 million after tax) for the estimated loss on the pending
sale of the specialty closures assets, and 4) a charge of $28.5
million ($17.8 million after tax) for the permanent closure of the
Hayward glass container factory. The combined after-tax effect of
these charges is a reduction of $0.60 in earnings per share.

Results for the first nine months of 2002 included: 1) a charge
for future asbestos related costs of $475 million ($308.8 million
after tax), and 2) additional charges of $10.9 million ($6.7
million after tax) for early retirement of debt. The combined
after-tax effect of these charges is a reduction in earnings per
share of $2.15. Also in the third quarter of 2002, the Company
recorded a charge for the change in method of accounting for
goodwill of $460 million ($460 million after tax), or $3.14 per
share.

Effective Tax Rate

Excluding the effects of the loss on the sale of long-term notes
receivable, the estimated loss on the sale of the specialty
closures assets and the charge for the permanent closure of the
Hayward glass container factory in 2003, the effects of the first
quarter 2002 asbestos-related charge, and the additional interest
charges for early retirement of debt in all periods, the Company's
estimated effective tax rate for the first nine months of 2003 was
30.1% compared with an estimated rate of 31.6% for the first nine
months of 2002 and an actual rate of 30.1% for the full year 2002.

Asbestos

Asbestos-related cash payments for the third quarter of 2003 were
$57.3 million, an increase of $1.6 million, or 2.9%, from the
third quarter of 2002. The higher payments resulted principally
from increased trial activity and an acceleration of filings and
settlements due to the possible enactment of asbestos reform
legislation at the federal level and in certain key states such as
Texas and Ohio. For the first nine months of 2003, cash payments
were $157.2 million, a reduction of $10.2 million, or 6.1%, from
the first nine months of 2002. However, cash payments for claim
settlements were down 11.8% during this period. As of September
30, 2003, the number of asbestos-related claims pending against
the Company was approximately 31,000, up from approximately 24,000
pending claims at December 31, 2002. In the second quarter, the
Company received approximately 7,000 new filings in advance of the
effective date of the recently-enacted Mississippi tort reform
law. Approximately 60% of those filings are cases with exposure
dates after the Company's 1958 exit from the business for which
the Company takes the position that it has no liability. The
Company anticipates that cash flows from operations and other
sources will be sufficient to meet all asbestos-related
obligations on a short-term and long-term basis.

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


PACIFIC GAS: Enters into Laguna Irrigation Settlement Agreement
---------------------------------------------------------------
Pacific Gas and Electric Company sought and obtained the Court's
authority to enter into and consummate a settlement agreement
with Laguna Irrigation District with respect to civil actions
asserted against PG&E and the withdrawal of all claims filed by
Laguna in PG&E's Chapter 11 case.

In particular, the Settlement Agreement resolves:

   (1) Laguna's antitrust action against PG&E, Laguna Irrigation
       District v. PG&E, United States District Court for the
       Eastern District of California Case No. CIVF-00 5967 AWI
       SMS;

   (2) Laguna's eminent domain action against PG&E, Laguna
       Irrigation District v. PG&E, Kings County Superior Court
       Case No. 99C0952; and

   (3) PG&E's breach or contract action against Laguna, PG&E v.
       Laguna Irrigation District, San Francisco Superior Court
       Case No. CGC-02-406259.

Commencing in 1996, Laguna sought to become a public power
enterprise by contracting with Power Exchange Corporation to
utilize PXC's Control Area Transmission Service Agreement and
installing service drops from PG&E's distribution lines to
selected customers.  PG&E questioned the legality of Laguna's
Service Drop Plan, and refused to proceed with Laguna's
interconnection request pending the resolution of the objections
PG&E filed with the Federal Energy Regulatory Commission.  Laguna
subsequently sued PG&E for antitrust and tortious conduct.

As an alternative means to becoming a public power enterprise,
Laguna entered into an Energy Service Provider Service Agreement
with PG&E in 1998 to permit Laguna to sell power to Direct Access
customers and obtain a Scheduling Coordinator to schedule the
Direct Access load with the Independent System Operator.  In
2002, PG&E accused Laguna of breaching the contract by failing to
pay for the power and schedule load with the ISO.

Laguna also resolved to condemn certain PG&E electric
distribution facilities within the District's borders.  In 1999,
Laguna filed an action in eminent domain against PG&E.  Laguna
amended the complaint in 2000 to include all PG&E distribution
facilities within the District and some outside it.

In 2002, PG&E and Laguna agreed to stay the Litigation while they
negotiate a global settlement.  All three cases remain stayed.

Laguna, having spent more than five years and significant
financial and other resources in attempting to become a public
power enterprise, wants to restore its fiscal health, exit the
electric business, and refocus its efforts on its water
enterprise.  Both parties want to eliminate the risk of potential
liability associated with the Litigation and minimize the
substantial legal and consulting costs that would be necessarily
associated with litigation these cases.

The Settlement Agreement provided for the dismissal of the
Litigation and the withdrawal of all claims by Laguna.  Laguna
will also pay $1,000,000 to PG&E over the next 20 years by paying
$50,000 per year.  PG&E will forego the last ten scheduled
payments provided that Laguna, among other things, timely makes
the first ten payments totaling $500,000 and refrains from
adopting a Resolution of Necessity to condemn any PG&E property
-- except for the rights-of-way necessary for irrigation
facilities -- during that time. (Pacific Gas Bankruptcy News,
Issue No. 64; Bankruptcy Creditors' Service, Inc., 609/392-0900)


PETROLEUM GEO-SERVICES: SDNY Court Confirms Reorganization Plan
---------------------------------------------------------------
Petroleum Geo-Services ASA (debtor in possession) (OSE:PGS)
(OTC:PGOGY) announced that the U.S. Bankruptcy Court for the
Southern District of New York confirmed the Company's Modified
First Amended Plan of Reorganization.

The Company expects to consummate the Plan and emerge from Chapter
11 in early November.

Under the Plan, the Company's existing bank debt and outstanding
senior notes will be cancelled in exchange for a combination of
new senior notes, new ordinary shares, cash and possibly interests
in a new term loan facility. The Company's outstanding junior
subordinated debentures and existing ordinary shares will be
cancelled in exchange for new ordinary shares.

Additionally, the rights offering contemplated under the Plan,
which will allow holders of existing ordinary shares the right to
purchase additional new ordinary shares of the reorganized
Company, is expected to commence on October 22, 2003. Holders of
existing ordinary shares must hold their ordinary shares through
the effective date (now expected to be November 5, 2003) of the
Plan to be eligible to exercise their rights under the rights
offering.

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


QUANTUM CORP: Look for Fiscal Second-Quarter Results Today
----------------------------------------------------------
Quantum Corp. (NYSE: DSS) will release earnings results for the
second quarter of fiscal 2004, ended Sept. 28, 2003, today after
the close of the market.

Shortly after the news release is issued, Quantum will hold a
conference call at 2 p.m. PDT. Press and industry analysts are
invited to attend in listen-only mode.

    Conference Call:

     Thursday, Oct. 23, 2003, 2 p.m. PDT

    Dial-in Number:

     212-329-1451  (US & International)

    Replay Numbers:

     800-405-2236 (US)
     303-590-3000 (International)
     Access Code:   552742
     Replay Expiration:  Thursday, Oct. 30, 2003, 11:59 p.m. PST

    Audio Webcast:

    Quantum will provide a live audio webcast of the conference
    call beginning Thursday, Oct. 23, 2003 at 2 p.m., PDT.  A
    webcast archive will be available for one year.

    Webcast Site:

     http://www.quantum.com/investors

Quantum Corp. (S&P, BB- Corporate Credit and B Subordinated Debt
Ratings, Negative), founded in 1980, is a global leader in
storage, delivering highly reliable backup, archive and recovery
solutions that meet demanding requirements for data availability
and integrity with superior price performance.  Quantum is the
world's largest supplier of half-inch cartridge tape drives, and
its DLTtape technology is the industry standard for tape backup,
archiving, and recovery of business-critical data for the midrange
enterprise. Quantum is also a leader in the design, manufacture
and service of autoloaders and automated tape libraries used to
manage, store and transfer data. Over the past year, Quantum has
been one of the pioneers in the emerging market of disk-based
backup, offering a solution that emulates a tape library and is
optimized for data protection.  Quantum sales for the fiscal year
ended March 31, 2003, were approximately $871 million.  Quantum
Corp., 1650 Technology Drive, Suite 800, San Jose, CA 95110, 408-
944-4000, http://www.quantum.com


QUINTILES: Inks Peking Union Pact to Expand China Lab Services
--------------------------------------------------------------
Quintiles Transnational Corp. announced an agreement with the
Peking Union Medical College Hospital in Beijing to expand
Quintiles' central laboratory services in China.

The agreement permits Quintiles to use laboratory-testing services
within PUMCH's extensive clinical laboratory.  PUMCH is one of
China's premier academic institutions and a leader in clinical
research.  Quintiles Laboratories will place staff within PUMCH to
provide support services associated with the collection and
management of clinical trial specimens for Quintiles' customers.
Other laboratory services in support of investigators in China and
project management will be provided by Quintiles' facilities in
Singapore.

China closely regulates the export of whole blood, including
clinical trial samples.  With access to the PUMCH laboratories,
Quintiles can help customers save valuable time during the
clinical trial process.

Neil Ferguson, Managing Director, Quintiles, Greater China, said:
"We are very excited about the expansion of our global services.
China is an excellent country for clinical research, offering
rapid patient recruitment, large patient populations and unique
gene pools.  We are delighted to be working with such a reputable
laboratory and hospital in China.  With this agreement, we intend
to offer our customers access to a large number of new
investigators and patients while effectively managing time
requirements and maintaining our consistent high global
standards."

Founded in 1921, PUMCH has 1,200 beds, 2,480 employees and more
than 400 professors.  The hospital supports 3,500 outpatient
visits a day and 25,000 inpatient visits a year.

"We are very happy to cooperate with Quintiles, the leading global
CRO," said Dr. Qi Kemin, PUMCH Director.  "We hope to work
together with Quintiles to expand clinical research in China."

Dr. Ni Anping, director of clinical laboratories for PUMCH, said,
"PUMCH already has experience working on global trials, and we
hope that through our alliance with Quintiles we will have many
more opportunities to participate in international clinical
research."

Quintiles Transnational (S&P, BB- Corporate Credit Rating, Stable)
helps improve healthcare worldwide by providing a broad range of
professional services, information and partnering solutions to the
pharmaceutical, biotechnology and healthcare industries.
Headquartered near Research Triangle Park, North Carolina, and
with offices in more than 40 countries, Quintiles is a leading
global pharmaceutical services organization and a member of the
Fortune 1000.  For more information visit the company's Web site
at http://www.quintiles.com

Quintiles Laboratories is a global, full-service organization that
provides analytical testing and data management services to meet
the needs of Phase I through Phase IV clinical trials.  Quintiles
Laboratories has central laboratory services in Atlanta, Ga.;
Livingston, Scotland; Singapore and Pretoria, South Africa, and
has a partner laboratory network in Australia and South America.


QWEST: Provides High-Speed Network for Illinois Research Project
----------------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) announced that
Argonne National Laboratory, one of the U.S. Department of
Energy's largest research centers, has deployed Qwest's broadband
fiber optic network for the Illinois Wired/Wireless Infrastructure
for Research and Education (I-WIRE) project. The I-WIRE project
provides ultra-high-speed interconnection to major research
institutions and universities in Illinois.

Under the contract, Qwest provides backbone capacity, site
construction, engineering services and dense wavelength division
multiplexing equipment, which is designed to maximize the capacity
of each fiber strand. The I-WIRE project, run out of Argonne,
located 25 miles southwest of Chicago, connects eight campuses --
Argonne National Laboratory, Fermi National Accelerator
Laboratory, University of Illinois at Urbana-Champaign/NCSA,
University of Illinois-Chicago, Northwestern University Chicago
Campus, Illinois Institute of Technology, the University of
Chicago and STARLIGHT in Chicago.

"I-WIRE is just one more example of Qwest's commitment to the
supercomputing efforts of our government and educational research
institutions," said James F.X. Payne, senior vice president of
Qwest's government services division. "I-WIRE set the pace for
others to follow in taking control of their network destiny by
owning their own metro fiber and managing their own equipment."

The advanced optical network will accelerate research in
collaborative and virtual environments. Through this network,
people can work, study and create together as if they are in the
same physical location. It will enable evaluation of advanced
optical network architectures and technologies, providing a
testing facility for next-generation ideas and applications.

One example of I-WIRE's application is its use in the TeraGrid, a
National Science Foundation project to build the world's largest
distributed terescale infrastructure for open science research. I-
WIRE is providing critical connectivity between computational
resources at Argonne and the University of Illinois in Urbana-
Champaign with a capacity that is three times that of the current
national backbone.

"Qwest's long, successful history of providing services for
numerous research facilities throughout the country was a major
impetus in our vendor selection process," said Linda Winkler of
Argonne National Lab. "The solutions provided by Qwest enabled I-
WIRE to build a flexible, high- performance information
infrastructure to meet the demanding requirements of the research
and education community for network capacity."

Other Qwest GSD federal scientific and R&D networks include:

* ESnet, a high bandwidth network that links the nation's top
  scientists, researchers and educators with the Department of
  Energy's unparalleled research facilities.

* Abilene, an Internet2 backbone that connects more than 202
  universities and research institutions worldwide.

* NREN (NASA's Research and Engineering Network), a network that
  provides direct broadband local access and comprehensive network
  operations support.

* TeraGrid (Distributed Terascale Facility project), an ultra-
  high-speed network that builds on the other research projects,
  including the Global Grid Forum, which envisions a platform for
  worldwide shared computing resources.

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

The nation's first national laboratory, Argonne National
Laboratory conducts basic and applied scientific research across a
wide spectrum of disciplines, ranging from high-energy physics to
climatology and biotechnology. Since 1990, Argonne has worked with
more than 600 companies and numerous federal agencies and other
organizations to help advance America's scientific leadership and
prepare the nation for the future. Argonne is operated by the
University of Chicago as part of the U.S. Department of Energy's
national laboratory system.


RIVERSTONE NETWORKS: Appoints Roger A. Barnes as New CFO
--------------------------------------------------------
Riverstone Networks (RSTN.PK) announced Roger A. Barnes has joined
the company as its new Executive Vice President and Chief
Financial Officer. Barnes, who has more than 25 years of corporate
leadership and financial management experience, will assist
Riverstone's executive team in implementing a globally focused
market and business strategy.

"Roger's experience in navigating the complexities of
international finance, business operations, financial reporting,
and turnaround management for a number of both publicly held and
venture backed high-technology companies over the past 25 years
will be absolutely crucial to Riverstone as we move forward,"
President and Chief Executive Officer Oscar Rodriguez said. "He
and I look forward to working together as Riverstone enters a new
phase in its history."

Prior to joining Riverstone, Barnes was Senior Vice President and
Chief Financial Officer at Solid Information Technology, an
international distributed data management company based in
Mountain View, CA. During his tenure there, he restructured the
company's finance and operations organizations, secured venture
financing, and was instrumental in the planning and implementation
of that company's drive toward profitability.

Previously, Barnes was Chief Financial Officer for Cylink
Corporation, Santa Clara, CA (NASDAQ: CYLK), Senior Vice President
and Chief Financial Officer at Evolving Systems, Inc., Englewood,
CO (NASDAQ: EVOL), and President and Chief Executive Officer at
Formida Software Corporation, San Jose, CA. Barnes began his
career with KPMG Peat Marwick where he was a Certified Public
Accountant in the firm's audit practice.

"I am very pleased to be working with Oscar and the rest of the
Riverstone executive management team," Barnes said. "The
telecommunications and networking industries are facing new
challenges both in terms of technology and in how companies such
as ours conduct their global operations. I believe Riverstone has
the best people in place to succeed on both counts, and I look
forward to contributing to that success."

Barnes holds a degree in Business Administration from the
University of Nebraska.

Riverstone Networks, Inc. (RSTN.PK) provides carrier class
switches and routers for mission critical networks. From the
metropolitan edge to the campus network, Riverstone's advanced
technology delivers the control and reliability carriers,
government organizations, educational institutions and large
corporations require. Worldwide, operators of mission critical
networks trust Riverstone. For more information, please visit
http://www.riverstonenet.com

As previously reported, the trustee for the Company's 3.75%
convertible subordinated notes due 2006 asserted that an event of
default had occurred under the Indenture and purported to declare
all amounts owing on the notes and under the Indenture to be
immediately due and payable. Riverstone disputed the trustee's
position and had notified the trustee that the trustee failed to
provide proper notice to commence the 60-day period, and that
therefore an event of default had not occurred and the trustee is
not entitled to declare any amounts to be immediately due and
payable.


STARBAND COMMUNICATIONS: Court Approves Disclosure Statement
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
StarBand Communications, Inc.'s Disclosure Statement as containing
adequate information for creditors to decide whether to accept or
reject the First Amended Plan of Reorganization.

To consider confirmation of the Debtor's Plan, a hearing will be
held on November 12, 2003 at $2:30 p.m. before the Honorable Judge
Peter J. Walsh.

All written objections to the confirmation of the Plan, if there's
any, must be filed with the Court and received on or before 4:00
p.m. on October 31, 2003, so the Debtor can send its replies not
later that November 7, 2003.

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.


T.A.C. GROUP: Clear Thinking Will Administer Reorganization Plan
----------------------------------------------------------------
Clear Thinking Group, a retail/consumer products manufacturing
consultancy headquartered here, and Joseph Myers, its principal
and managing director, have been named plan administrator in a
Plan of Reorganization and Disclosure Statement filed Tuesday by
Westwood, Mass.-based retailer T.A.C. Group Inc., d/b/a Frugal
Fannie's Fashion Warehouse, and its unsecured creditors committee.
The filing was executed in U.S. Bankruptcy Court, District of
Massachusetts, and the appointment is effective immediately.

In accordance with the plan, Mr. Myers and select staff from Clear
Thinking's Creditors Rights Practice Group will assist and advise
the debtor in the liquidation procedure and the disbursement of
any remaining assets. As plan administrator, the firm will also
assist and advise T.A.C. Group in investigating, enforcing, and
prosecuting claims, as well as in exercising its rights and
privileges, including, without limitation, any causes of action.

Frugal Fannie's in its heyday operated nine off-price women's
apparel and accessories stores and generated annual sales of $85
million. This past spring, the company shuttered its four
remaining stores and filed for Chapter 11 bankruptcy protection.
The company cited heightened competition, decreases in consumer
spending and an ill-timed expansion just prior to the September
11, 2001 terrorist attacks as catalysts for its decline over a
one-year period. In early September, Kathleen "Fannie" Doxer, who
founded the business with her husband Orrin, announced plans to
re-open Frugal Fannie's Westwood, Mass. store, using capital
raised with the help of family members.
About Clear Thinking Group

Clear Thinking Group, Inc., a subsidiary of Liquidation World
(TSX: LQW), Calgary, Alberta, provides a wide range of corporate
turnaround, workout, and strategic consulting services to retail
companies, consumer product manufacturers/distributors and
industrial companies -- often on behalf of asset-based lenders
that finance these entities. The national advisory organization
specializes in assisting small- to mid-sized companies during
times of strategic change, opportunity, growth, acquisition, and
crisis. For further information, visit the firm's Web site at
http://www.clearthinkinggrp.com


TCW LINC: S&P Takes Actions on Four Low-B and Junk Note Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-1F, A-1, A-2L, and A-2 notes issued by TCW LINC III CBO
Ltd. The ratings on the same issuer's class A-1L, A-3A, and A-3B
notes are affirmed.

At the same time, all the ratings are removed from CreditWatch
negative, where they were placed Aug. 29, 2003.

The lowered ratings reflect factors that have negatively affected
the credit enhancement available to support the class A-1F, A-1,
A-2L, and A-2 notes since the ratings were last reviewed April 11,
2003. Chief among these factors is a sharp increase in the number
of defaults in the collateral pool securing the notes. Standard &
Poor's noted that in the six months preceding the Sept. 17, 2003
monthly report, cumulative defaults of collateral securities
increased to $166.5 million from $143.1 million.

As a result of asset defaults and the sale of credit risk assets,
the class A and B overcollateralization ratios have dropped
significantly, and now stand at 91.0% and 81.0%, respectively.
This places both ratios well below their corresponding minimum
requirements of 110% and 103%.

Including defaulted securities, $150.5 million (or approximately
36.2% of the collateral pool's par value) come from obligors now
rated in the 'CCC' range or lower, and $17.3 million (or about
4.2% of the performing assets in the pool) correspond to obligors
with ratings that are currently on CreditWatch with negative
implications.

           RATINGS LOWERED AND OFF CREDITWATCH NEGATIVE

                         TCW LINC III Ltd.

                Rating                   Balance (mil. $)
     Class   To        From              Orig.     Current
     A-1F    A         A+/Watch Neg      15.0        15.0
     A-1     A         A+/Watch Neg      96.0        96.0
     A-2L    B+        BB/Watch Neg      21.5        21.5
     A-2     B+        BB/Watch Neg      82.0        82.0

          RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH

                Rating                   Balance (mil. $)
     Class   To         From             Orig.    Current
     A-1L    AAA        AAA/Watch Neg    130.0       96.0
     A-3A    CCC-       CCC-/Watch Neg    34.0       34.0
     A-3B    CCC-       CCC-/Watch Neg    45.0       45.0


TECHNOLOGY VISIONS: Taps Kabani as New Independent Accountants
--------------------------------------------------------------
On October 10, 2003, pursuant to the approval of the Board of
Directors of Technology Visions Group, Inc., Technology Visions
dismissed the accounting firm of McKennon, Wilson & Morgan LLP as
its independent auditors.

McKennon, Wilson & Morgan LLP previously issued on March 28, 2003,
their report on Technology Visions' balance sheet as of December
31, 2002 and the related statements of operations, stockholders'
deficit and cash flows for each of the years in the two-year
period ended December 31, 2002, and from the period from
inception, January 1, 1995 through December 31, 2002. Further,
McKennon, Wilson & Morgan LLP previously issued on April 5, 2002,
their report on Technology Visions' balance sheet as of December
31, 2001 and the related statements of operations, stockholders'
deficiency and cash flows for each of the two years in the period
ended December 31, 2001.

McKennon, Wilson & Morgan LLP, in their report on Technology
Visions' financial statements for the year ended December 31,
2002, stated that there was substantial doubt about Technology
Visions' ability to continue as a going concern because it is a
development-stage company with no revenues from its intended
operations, has recurring losses, and had a working capital
deficiency of $431,835 and stockholders' deficiency of $2,758,885
at December 31, 2002.

In their report dated April 5, 2002, for the year ended
December 31, 2001, McKennon, Wilson & Morgan LLP indicated that
there was substantial doubt about Technology Visions' ability to
continue as a going concern for the same reasons as listed above
concerning being a development-stage company with no revenues from
its intended operations, has recurring losses, and had a working
capital deficiency and stockholders' deficiency at December 31,
2001. The financial statements did not include any adjustments
from this uncertainty.

On October 10, 2003, Technology Visions engaged the accounting
firm of Kabani & Company, Inc., C.P.A.'s, located in Fountain
Valley, CA, as its new independent accountants. Prior to that
date, Technology Visions did not consult with Kabani & Company,
Inc., C.P.A.'s regarding any accounting matters.


THAXTON GROUP: Wants Nod to Hire BSI as Claims and Notice Agent
---------------------------------------------------------------
The Thaxton Group, Inc., and its debtor-affiliates are asking for
the U.S. Bankruptcy Court for the District of Delaware's approval
of their application to appoint Bankruptcy Services LLC as claims,
noticing and balloting agent.

The number of creditors and other parties in interest in the
Debtors' chapter 11 cases may impose administrative and other
burdens upon the Court and the Clerk's Office. To relieve the
Court and the Clerk's Office of these burdens, the Debtors seek to
engage BSI as Claims, Noticing and Balloting Agent in these
chapter 11 cases.

In its capacity, BSI will:

     a. prepare and serve required notices in these chapter 11
        cases, including, without limitation:

        (1) The Section 341(a) Notice;

        (2) The bar date notice;

        (3) Notice of hearings on a disclosure statement and
            confirmation of a plan of reorganization; and

        (4) Other miscellaneous notices to any entities, as the
            Debtors or the Court may deem necessary or
            appropriate for an orderly administration of these
            chapter 11 cases;

     b. within five business days after the mailing of a
        particular notice, file with the Clerk's Office a
        declaration of service that includes a copy of the
        notice involved, an alphabetical list of persons to whom
        the notice was served and the date and manner of
        service;

     c. comply with applicable federal, state, municipal and
        local statutes, ordinances, rules, regulations, orders
        and other requirements;

     d. promptly comply with such further conditions and
        requirements as the Clerk's Office or Court may at any
        time prescribe;

     e. provide claims recordation services and maintain the
        official claims register;

     f. provide balloting and solicitation services, including
        preparing ballots, producing personalized ballots and
        tabulating creditor ballots on a daily basis;

     g. provide such other noticing, and related administrative
        services as may be required from time to time by the
        Debtors; and

     h. provide assistance with, among other things, certain
        data processing and ministerial administrative
        functions, including:

        (a) the preparation of the Debtors' schedules,
            statements of financial affairs and master creditor
            lists, and any amendments thereto; and

        (b) if necessary, the reconciliation and resolution of
            claims.

BSI's hourly professionals fees are:

          Kathy Gerber            $210 per hour
          Senior Consultants      $185 per hour
          Programmer              $130 to $160 per hour
          Associate               $135 per hour
          Data Entry/Clerical     $40 to $60 per hour
          Schedule Preparation    $225 per hour

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.


TOWER AUTOMOTIVE: Consolidates North American Product Groups
------------------------------------------------------------
Tower Automotive, Inc. (NYSE:TWR) announced a series of
organizational changes in its North American operations, including
consolidating its North American product groups, making changes to
its leadership team and moving its enterprise headquarters.

"Tower Automotive is at a crossroads of our company's evolution.
In the next few years, we will enjoy tremendous revenue growth in
all our regions. To deliver on the promise of profitable growth
expected by our shareholders and operationally excellent
performance demanded by our customers, we must better leverage our
scale and facilitate our ability to share learning and experiences
across the enterprise. These actions are designed to streamline
our North American operations, strengthen the company's leadership
team and enable us to more effectively serve our customers," said
Kathleen Ligocki, President and Chief Executive Officer of Tower
Automotive.

                    North American Reorganization

In order to present a unified presence to customers and foster
sharing of best practices across its manufacturing operations, the
company is consolidating its two North American product groups,
Lower Vehicle Structures & Modules and Body & Suspension
Structures into one unified regional team.

The new North America team will be led by Tom Pitser, who formerly
headed the company's Body & Suspension Structures Group. Pitser
joined the company in 1996 when Tower Automotive acquired
MascoTech Stamping & Technology. Previously, he was Vice
President, Sales & Marketing for MascoTech, and also has held
various management positions at Borg-Warner Corporation. He holds
a bachelor of science degree in marketing from Ball State
University and an MBA from Wayne State University.

                    Enterprise Leadership Team Changes

Kathy Johnston, previously Enterprise Leader for Planning,
Governance & Business Development, has been named to a new
position as Enterprise Leader for Global Purchasing &
Manufacturing Strategy, with responsibility for all of the
company's global purchasing activities, including materials and
supplies, capital equipment and services. She also will be
responsible for developing a global manufacturing strategy to
improve capital resource allocations, sourcing and plant
utilization. Johnston is currently serving as the company's
interim Chief Financial Officer, and will assume her new position
when a CFO is named.

Johnston joined Tower Automotive in 2000. Prior to that she held
various management positions at TRW Automotive. She holds a
bachelor of science degree in management from Purdue University
and an MBA from the University of Michigan.

Thomas Werle, formerly Technology Leader for Tower Automotive in
Europe, has been named to the new position of Enterprise
Technology Leader. Thomas will champion global product and process
development activities and oversee technology knowledge transfer
within Tower Automotive.

Werle joined Tower Automotive in 2000 when the company acquired
the German firm, Dr. Meleghy GmbH. Previously, he held technical
management positions at several other firms in Germany. He holds
both an undergraduate degree and a Ph.D. in metal forming
technology from the University of Stuttgart.

"Both of these new positions will allow us, for the first time, to
view two of our most critical assets - our technology and our
manufacturing resources - from a truly global and strategic
perspective," said Ligocki.

                  Technical Centers Consolidated;
          Novi, Michigan, Named as Company Headquarters

As part of its effort to build a single, unified North America
team, Tower Automotive also announced today the consolidation of
its technical center in Rochester Hills, Mich., into its Novi,
Michigan technical center. Approximately 170 colleagues will be
affected by this move.

With the consolidation of the technical center staffs in Novi,
Tower Automotive will also relocate the company headquarters from
Grand Rapids to Novi, Michigan. This move is designed to better
connect enterprise leadership with customers and products at the
company's largest technical center in southeastern Michigan. Tower
Automotive will maintain a shared services operation in Grand
Rapids.

Effective immediately, Tower Automotive's new headquarters address
will be: 27175 Haggerty Road, Novi, Michigan 48377-3626.

Tower Automotive, Inc. (S&P, BB- Corporate Credit Rating,
Negative), is a global designer and producer of vehicle structural
components and assemblies used by every major automotive original
equipment manufacturer, including Ford, DaimlerChrysler, GM,
Honda, Toyota, Nissan, Fiat, Hyundai/Kia, BMW, and Volkswagen
Group. Products include body structures and assemblies, lower
vehicle frames and structures, chassis modules and systems, and
suspension components. The company is based in Grand Rapids,
Michigan. Additional company information is available at
http://www.towerautomotive.com


TSI TELSYS: Completes Continuance to Delaware from Canada
---------------------------------------------------------
TSI TelSys (TSX: TSI) Corporation has completed the change of its
jurisdiction of incorporation from the Province of New Brunswick,
Canada to the State of Delaware, United States.

Jim Chesney, TSI TelSys' President and Chief Executive Officer,
said: "We are extremely pleased that TSI TelSys Corporation has
become a U.S. domestic corporation. Not only will we now be able
to operate as a Delaware corporation with all the associated
entitlements, but we believe that this corporate move also
enhances our prospects for securing orders from U.S. customers."

In conjunction with the continuance into Delaware, the Company
also adopted new corporate by-laws consistent with Delaware
corporate law, and also effected several changes to the authorized
classes of shares, the par value of authorized capital and the
number of authorized shares of certain classes of shares of the
Company. The new bylaws and the proposed changes to the Company's
authorized capital were approved by shareholders at the annual and
special general meeting of shareholders that was held on
August 14, 2003.

The company will continue to trade on the TSX Venture Exchange
under the symbol TSI, and will continue to operate through its
wholly-owned Maryland subsidiary, TSI TelSys Inc. The Company
filed new Articles of Incorporation in the State of Delaware on
October 20, 2003.

Headquartered in Columbia, Maryland, TSI TelSys is a leading
developer and manufacturer of high performance, multi-mission
satellite data processing systems for ground station operations
and satellite test and integration.

At June 27, 2003, the company's balance sheet discloses a working
capital deficit of about $991,000 and net capital deficit of about
$521,000.


TWINLAB CORP: IdeaSphere Pitches Winning Bid to Acquire Assets
--------------------------------------------------------------
Twinlab Corporation (OTC Bulletin Board: TWLBE), Twin Laboratories
Inc. and Twin Laboratories (UK) Ltd., announced that the bid by
IdeaSphere Inc. remains the highest and best bid for substantially
all the assets of Twinlab, paving the way towards the Court
approval hearing on October 27, 2003 to allow for the completion
of the $65 million acquisition by IdeaSphere.

On September 4th, Twinlab filed a voluntary petition for
bankruptcy relief before the United States Bankruptcy Court for
the Southern District of New York and simultaneously announced
that following a rigorous sale process involving numerous suitors
it had entered an asset purchase agreement for the sale of
substantially all of Twinlab's assets with IdeaSphere Inc., of
Grand Rapids, Michigan.

Pursuant to bidding procedures approved by the Bankruptcy Court,
the final deadline for additional qualified bidders to submit bids
for Twinlab's assets was set for 4:00 p.m. EST on October 20,
2003. After the receipt of numerous bids in the pre-filing sale
process, no additional bids were received in conjunction with the
post-petition open bidding process approved by the Court. The
transaction with IdeaSphere, which is subject to final review and
approval by the Court, is scheduled to close in the next several
weeks under the terms of the asset purchase agreement.

IdeaSphere is an integrated provider of natural and organic
supplements, foods, beverages, personal and home care products and
health and wellness information. It is also an owner of Rebus LLC,
a leading health and science publisher and creator and exclusive
publisher of the renowned UC Berkeley Wellness Letter and the
Johns Hopkins Health After 50 newsletter.

"We're very excited about this match," said Ross Blechman,
chairman and chief executive officer of Twinlab. "From our first
discussions it was clear that IdeaSphere not only saw the inherent
value of our people, our brands and our facilities, but also
shared our passion for science, our respect for our retail
partners and consumers, and our commitment to setting a new
standard of excellence for our industry."

IdeaSphere anticipates retaining all of Twinlab's employees at its
New York headquarters and Utah manufacturing center and is
evaluating the possible addition of jobs in New York and Utah.

"In an industry in which acquisition-related layoffs are the
unfortunate norm, we're even more thrilled to be able to provide
Twinlab's workforce with a very bright future," said Mark A. Fox,
IdeaSphere's president and chief operating officer. "Twinlab built
a great brand and product portfolio, but lacked the depth of
financial resources and global marketing capabilities needed to
achieve the next level of growth; IdeaSphere provides that
financial and marketing power, while at the same time gaining the
world-class manufacturing platform and outstanding talent at all
levels we need to realize our goals."

Founded by the Blechman family in 1968, Twinlab has over 500
products in the vitamins, minerals, sports nutrition products,
special formulas and amino acids categories.


UNIGLOBE.COM INC: Files Plan of Arrangement Under CCAA in Canada
----------------------------------------------------------------
Online cruise specialist Uniglobe.com Inc. (TSX Venture: UTO.B)
has filed a plan of arrangement in the Supreme Court of British
Columbia pursuant to the Companies' Creditors Arrangement Act and
obtained a court order of the same date.

The Order also appoints Deloitte & Touche Inc. as monitor pending
the approval of the Plan by creditors and the court. Pursuant to
the filing, the Company proposes to reorganize its affairs to
extinguish all unsecured liabilities of the Company and allow the
Company to redeem its Class B shares. Uniglobe.com altered its
business model in January 2003 when it outsourced its fulfillment
activities for the http://www.uniglobe.comWeb site to
OneTravel.com Inc.

Uniglobe.com now receives a revenue share on business that
OneTravel.com fulfills for Uniglobe.com customers rather than
collecting the entire revenue related to a travel product sale.
This revenue has amounted to between US$600 and US$3500 per month.
Total assets of the Company at June 30, 2003, were US$175,092 and
liabilities were US$3,473,311 resulting in a deficiency of
US$3,298,219. The original intent was to use the revenues
generated from the OneTravel.com outsource agreement to increase
marketing activities to grow the business. However, with the
negligible amounts generated from the outsource agreement, the
Board of Directors of Uniglobe.com has concluded that the Company
will not be able to meet any of its debt payments in the
foreseeable future. This led to the decision to seek a
restructuring pursuant to the CCAA.

The Plan that was filed calls for most of the remaining assets of
the Company to be split up primarily amongst its two principal
creditors. Each of these creditors will receive a pro-rata share
of the cash in the bank of C$25,000, possibly other assets, and a
copy of the Uniglobe.com customer list and booking engine to do
with as they please indefinitely. Uniglobe Travel (International)
Inc. ("UTI"), a third creditor and shareholder in Uniglobe.com,
will lend Uniglobe.com enough money to carry out the CCAA Plan.
The amount to be lent will be in the C$70,000 to C$100,000 range.
This is intended to pay for all legal, accounting, and monitoring
costs associated with the restructuring. As security for its loan,
UTI has been granted and has registered notice of a general
security agreement which charges all of the assets of Uniglobe.com
including: the www.uniglobe.com URL, the license agreement between
Uniglobe.com and UTI (for the use of the Uniglobe trademark), and
the outsource agreement between OneTravel.com and Uniglobe.com. As
additional security for the loan, UTI was assigned all of
Uniglobe.com's rights pursuant to the outsource agreement. A
creditors' meeting has been set by court order for November 7,
2003 - at which time the creditors will vote on approving the
Plan.

The Plan also calls for an amendment to the articles of
incorporation of Uniglobe.com to be ordered by the court so that
the Company, if it so chooses, can redeem all of the issued and
outstanding Class B shares of the Company following the final
approval of the CCAA Plan. If the Company chooses to redeem the
shares, it will do so at an amount of $0.00135 per share and UTI
may lend Uniglobe.com enough money for this redemption.

If the creditors vote in favor of the Plan on November 7, 2003,
the Company will apply for court approval of the Plan shortly
thereafter. If court approval is granted, then following the
expiry of the 21-day appeal period, the Plan will be effective and
implemented, assuming there are no appeals or applications
pending.

Uniglobe.com operates independently and has no operational or
financial impact on Uniglobe Travel (International) Inc., the
global travel agency franchisor, or any of its member franchises.


UNITED AIRLINES: Court Approves Debt Workout Pact with Boeing
-------------------------------------------------------------
United Air Lines wants to restructure its obligations and
indebtedness to Boeing Capital Services Corporation, Boeing
Capital Loan Corporation, Boeing Capital Corporation, 757UA,
Inc., and Boeing Nevada, Inc.  The terms and conditions are
outlined in a Master Memorandum of Understanding, which is
confidential and will be filed under seal, according to James
H.M. Sprayregen, Esq., at Kirkland & Ellis.

United has an extensive and critical aircraft financing
relationship with the Boeing Entities.  Prior to the Petition
Date, the Boeing Entities financed 20 Aircraft in United's fleet.
The Restructuring Transactions will replace or restructure the
existing financing arrangements for all 20 of the Aircraft and
reduce United's financing costs in exchange for concessions for
the benefit of the Boeing Entities.

The Parties have diligently and thoroughly negotiated the Master
Memorandum of Understanding and Terms Sheets.  The MOU
contemplates settlement of the Parties' prepetition claims and
the release of liens and security interests.

The key aspects of the Restructuring Transactions are:

   -- Refinancing of all Mortgaged Aircraft under one Credit
      Agreement, one Trust Indenture and Mortgage with revised
      interest rates and extended maturity dates;

   -- Amending all financing arrangements for the 777 Aircraft to
      include a post-confirmation sale/lease-back of any or all
      777 Aircraft at United's option;

   -- Amending the 757 Leases to a reduced rental schedule;

   -- Reducing the interest rate payable under the ITW Financing;

   -- Paying a maximum of $150,000 in fees and expenses to the
      Boeing Entities;

   -- Waiving certain payments due to the Boeing Entities under
      the Financing Documents; and

   -- Waiving certain prepetition claims against United.

Mr. Sprayregen asserts that the restructuring of the Boeing
obligations is beneficial and appropriate for the continued
operation of the Debtors' businesses and the preservation of
their estates.  At the Debtors' behest, Judge Wedoff approves the
Master MOU and the Term Sheets. (United Airlines Bankruptcy News,
Issue No. 29; Bankruptcy Creditors' Service, Inc., 609/392-0900)


US AIRWAYS: Third-Quarter 2003 Net Loss Narrows to $90 Million
--------------------------------------------------------------
US Airways Group, Inc. (Nasdaq: UAIR) reported a third quarter
2003 net loss of $90 million compared to a net loss of $335
million for the third quarter 2002, which is a $245 million
improvement over the third quarter 2002.

The third quarter 2003 pretax loss of $91 million compares to a
pretax loss of $373 million for the third quarter of 2002, which
is a $282 million improvement. Quarterly results for the prior
year quarter included unusual items primarily related to the
company's bankruptcy and are described in Note 4 below. Excluding
the unusual items in the prior year, the pretax loss for the third
quarter of 2002 was $262 million.

"While we continue to make significant progress in an industry
that is showing some signs of recovery, we simply cannot be
satisfied with losing less money than before when the goal is to
be profitable and successful," said US Airways President and Chief
Executive Officer David N. Siegel. "The rapid growth of low-cost
competitors coupled with dramatic and fundamental changes in
corporate travel practices present even greater challenges going
forward. Our plan must continue to evolve and adapt to the
difficult environment we face."

The third quarter 2003 US Airways mainline revenue per available
seat mile (RASM) of 10.56 cents was up 7.8 percent compared to the
third quarter of 2002. The US Airways system mainline passenger
revenue per available seat mile (PRASM) of 9.41 cents was up 7.4
percent year-over-year for the quarter. Domestically, PRASM grew
10.1 percent. US Airways Senior Vice President of Marketing and
Planning B. Ben Baldanza said that he was "encouraged by the PRASM
improvement and with the addition of regional jets to the mix,
year-over-year group system PRASM increased by 9.7 percent." This
measure includes all the passenger revenue and ASMs generated by
mainline and US Airways Express operated aircraft as well as
third-party operated regional jets.

Available seat miles (ASMs) declined 10.2 percent during the third
quarter, while revenue passenger miles (RPMs) declined 3.8
percent. The passenger load factor of 76.9 percent was 5.1
percentage points higher than the same period last year. For the
quarter, US Airways Inc.'s mainline operations carried 10.6
million passengers, a decline of 11.8 percent compared to the same
period of 2002. The third quarter 2003 yield of 12.24 cents was up
0.2 percent from the same period in 2002.

"Industry over-capacity and changes in business travel purchasing
patterns reduced fares, diluting yields in an already depressed
marketplace," said Baldanza. "While our revenue improvement is
moving in the right direction, comparatively speaking, it is well
below pre-September 11 levels, which is the base by which capacity
and business travel levels should be measured."

Baldanza added that summer hurricanes caused US Airways to
reschedule thousands of flights in the Caribbean, Florida, and
parts of the Mid-Atlantic and Northeast regions of the country.
"We estimate that severe summer weather cost the company
approximately $20 million in revenue this quarter."

The mainline cost per available seat mile (CASM), excluding fuel
and unusual items, of 9.52 cents for the quarter decreased 1.1
percent versus the same period in 2002. The third quarter of 2002
included certain benefits related to the implementation of the
company's restructuring of approximately $59 million while the
third quarter of 2003 includes stock-based compensation expenses
of $24 million related to stock grants given to US Airways'
organized labor groups. Absent these items, year-over-year CASM,
excluding fuel and unusual items, declined 6.8 percent.
Additionally, as a result of having substantially restructured
aircraft obligations, aircraft-related interest expense declined
48 percent, resulting in a year-over-year improvement in unit cost
including aircraft ownership of 8.5 percent.

The cost of aviation fuel per gallon, including taxes, for the
third quarter was 86.3 cents (81.1 cents excluding taxes), up 11.8
percent from the same period in 2002. US Airways' fuel position is
55 percent hedged for the fourth quarter of 2003 and 30 percent
hedged for 2004.

US Airways Group ended the quarter with total restricted and
unrestricted cash of approximately $1.94 billion, including $1.38
billion in unrestricted cash, cash equivalents and short-term
investments.

"Although our performance for the quarter is disappointing, we are
encouraged by the fact that unit revenue is improving while at the
same time our unit costs continue to decline," said Neal S. Cohen,
US Airways executive vice president of finance and chief financial
officer. "We must remain focused on effectively controlling our
costs and preserving liquidity."

Additionally, the NASDAQ Stock Market, Inc. has approved the
quotation of US Airways Group's common stock, which will begin
trading today. US Airways Group, Inc. stock will trade on the
NASDAQ National Market under the symbol UAIR. The common stock
previously traded on the OTC Bulletin Board.

Third and Fourth Quarter Highlights:

* Expansion in the Caribbean and Latin America, with three new
  destinations. US Airways will begin Mexico City service in late
  October; San Jose, Costa Rica, in November; and La Romana,
  Dominican Republic, in December. With the GoCaribbean network,
  US Airways and US Airways Express now serve 35 destinations in
  the Caribbean. US Airways also begins seasonal weekend roundtrip
  service to Vail, Colo., Dec. 20, 2003, through April 4, 2004,
  and the company has filed an application with the U.S.
  Department of Transportation to begin nonstop service between
  Philadelphia and Glasgow, Scotland, beginning May 2004.

* Launched a long-term strategic alliance and codeshare agreement
  with Lufthansa Airlines that will begin Oct. 26, including
  reciprocal frequent flyer benefits. Planning work continues for
  the formal inclusion in the Star alliance in early 2004. Through
  Star, customers will experience better service with each of the
  16 member airlines through airport check-in and lounge access,
  reciprocal frequent flyer benefits, and codesharing
  relationships with certain of the carriers.

* Increased United Airlines alliance to a combined 3,300 daily
  flights, to 100 cities, carrying approximately 20,000 passengers
  each day.

* Completed a system upgrade of usairways.com, offering customers
  expanded features, improved reliability and the ability to check
  in for flights online up to 24 hours before departure.

* Expanded cell phone usage policy allowing customers to turn on
  and use cellular phones, two-way pagers and PDAs onboard US
  Airways aircraft while taxiing to the gate, once advised by the
  flight crew.

* Added more self-service electronic ticketing kiosks. Customers
  flying US Airways, US Airways Shuttle and US Airways Express now
  can check in at any of 443 kiosks located at 83 airports on the
  US Airways network. Today, almost 70 percent of eligible
  travelers use the US Airways kiosks and Web check in.

* Completed a transaction with Farallon Capital Management,
  L.L.C., Oaktree Capital Management, LLC., and Goldman, Sachs &
  Company, whereby the three private investment groups shared
  participation in a private placement for approximately 5 million
  shares of US Airways Group stock in a transaction valued at
  approximately $35 million.


VALCOM: Brings-In Tom Rooker as Consultant & Executive Producer
---------------------------------------------------------------
Vince Vellardita, CEO and President of ValCom (OTCBB:VACM)
(FWB:VAM), announced that Tom Rooker, a 15-year veteran of Malpaso
Productions under the Warner Bros. umbrella and Executive Producer
for such Clint Eastwood films as "Space Cowboys" and "Absolute
Power," has joined the Company as a consultant to secure
development partners and oversee the production of several of
ValCom's projects.

ValCom will increase its content output to include the television
drama series "PCH" and a feature film based on legendary fighter
Gabriel Ruelas' story, titled "Ghost in the Ring." These projects,
as well as several others owned or optioned by ValCom, are
currently slated for production during the 2004 season.

Mr. Rooker is the CEO & President of Rock Creek Productions, an
independent film and television production company. The Company is
expected to benefit from Rock Creek's projects in development
through the use of ValCom's production facilities and the newly
created 3-D animation division.

Mr. Rooker has served as Executive in Charge of Productions on
numerous films, many starring Clint Eastwood, including "Space
Cowboys" with Tommy Lee Jones, Donald Sutherland and James Garner;
"Absolute Power" with Gene Hackman, Ed Harris and Judy Davis;
"Midnight in the Garden of Good and Evil" with John Cusack, Kevin
Spacey and Jude Law. Mr. Rooker has also worked on a variety of
music videos, documentaries and other studio feature films
including "Bird," "The Dead Pool," "Pink Cadillac," "The Rookie,"
"White Hunter, Black Heart," "In the Line of Fire," "A Perfect
World," "True Crime," and "The Stars Fell on Henrietta."

"I am very excited to have Tom Rooker on our team overseeing
production, development, and finance for the Company's television
and film division. With Mr. Rooker's expertise within the
independent film realm, his contacts with television and studio
executives, and strong relationships with both established
celebrities and rising talent, the Company now has the right
backing to fine tune and launch current and future production
projects," stated Mr. Vellardita.

"It is a pleasure to be a part of such a forward-thinking, fast-
growing entertainment company with a strong team headed up by
Vince Vellardita. ValCom has acquired some amazing properties.
These key projects will give ValCom a strong base on which to
expand and grow. That, coupled with the Company's reputation for
providing excellent support and open communication throughout
their many divisions, makes the task of developing these
properties into leading brands much easier. I am excited to have
this opportunity to work closely with Mr. Vellardita and his
talented staff, so together, we can successfully reach ValCom's
goals for the future," stated Mr. Rooker.

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

For additional information visit http://www.valcom.tv

                         *    *    *

            Liquidity and Going Concern Uncertainty

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

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


WEIRTON STEEL: Calls PBGC Takeover 'Unfortunate Situation'
----------------------------------------------------------
Weirton Steel Corp.'s top executive said the takeover of the
company's pension plan by the Pension Benefit Guaranty Corp. is a
"very unfortunate situation," adding the action is indicative of
the demise of pension plans at other domestic steel companies that
have filed for bankruptcy protection.

"It is very disappointing that we've reached this point. Both the
company and the Independent Steelworkers Union have been aware
that the plan was at risk and have explored every avenue available
to save the pension plan. We know the PBGC's action is disturbing
to our retirees and their dependents. Be assured we took every
possible step during the past year to salvage the pension plan,
especially in the last several months," said D. Leonard Wise,
Weirton Steel chief executive officer.

"Contrary to some news reports, we believe the PBGC's action will
not affect the benefit levels for the majority of our current
retirees. The PBGC exists to protect pension plans when a company
is unable to properly fund them. Our bankruptcy has made it
impossible to fund the plan. Unfortunately, the plan will not be
as lucrative once the PBGC assumes the plan."

Wise said efforts to save the plan during the past year include:
receiving pension funding waivers from the federal government;
freezing future pension benefits of active employees; holding
numerous telephone and face-to-face meetings with PBGC officials;
and utilizing the services of consultants specializing in such
matters.

"Despite our very best efforts, the magnitude of required
contributions to the plan far exceeded our ability to fund them.
This has become an unfortunate trend among U.S. manufacturers,
steel and otherwise," Wise explained.

The company said the pension crisis affecting companies nationally
is the result of depressed asset performance in the stock market
over the past three years and an increase in liabilities caused by
low interest rates used to calculate these liabilities.

Weirton Steel's pension funding requirements for the 2004-2005
plan years were projected to be $375 million.

Weirton Steel has 9,173 individuals who are covered by its pension
plan. Currently, 5,347 retirees and/or their dependents receive
pension checks. The majority of the remaining 3,826 are active
employees, not yet receiving a pension, as well as a small portion
of deferred vested benefits.

Employees and retirees can reach the PBGC through a link on
Weirton Steel's Web site at http://www.weirton.com

Earlier this year, the PBGC took control of National Steel Corp.'s
pension plan. The move affected retirees of the former Weirton
Steel Division of National Steel.

Weirton Steel filed for bankruptcy protection on May 19. The
company is the nation's fifth largest integrated steel company and
second largest producer of tin mill products.


WESTPOINT STEVENS: Court Okays KPMG as Debtors' H.R. Consultants
----------------------------------------------------------------
The WestPoint Stevens Debtors sought and obtained the Court's
authority to employ KPMG LLP as human resource consultants to
assist them in implementing and adopting a key executive retention
program and a broad-based employee retention program.

Lester D. Sears, WestPoint Stevens Senior Vice President and
Chief Financial Officer, relates that, as a result of the
Debtors' Chapter 11 cases, the morale of their employees
suffered.  To ensure that employees who are critical to the
Debtors' reorganization efforts remain focused on the company's
operations and are properly incentivized to remain within the
Debtors' employ during the reorganization process, the Debtors
found it critical to employ consultants and analyze the necessity
of implementing various incentive and retention programs.  KPMG
has stated its desire and willingness to act as the Debtors' HR
Consultants and render the necessary professional services the
Debtors require.

KPMG is a leading provider of financial, tax, and business
advisory services.  KPMG's human resources advisory services
professionals have extensive experience in the fields of employee
compensation and benefits, particularly in reorganization
proceedings.  Specifically, KPMG's practice helps clients design
and implement employee compensation, retention, and benefit
plans.

KPMG will provide human resource advisory services, as deemed
appropriate and necessary, in connection with:

  (i) the potential implementation of the KERP; and

(ii) the potential implementation of a broad-based employee
      retention program, including, but not limited to:

      * assisting in the process of determining whether WestPoint
        should adopt a retention bonus program for key employees,
        and, if appropriate, assisting in the design and
        implementation of any such program;

      * comparing any proposed retention program to competitive
        practices;

      * reviewing and determining whether to enhance existing
        severance programs, if applicable;

      * assisting in devising an appropriate incentive plan;

      * assisting WestPoint Stevens in negotiating with the
        creditors the terms and conditions of the retention and
        severance programs and annual incentive plan; and

      * if necessary and requested, providing expert witness
        testimony with respect to WestPoint Stevens' proposed
        incentive and retention programs.

Robert M. Siper, a principal of KPMG, attests that KPMG's
managing directors, directors, vice presidents, associates,
analysts and other professionals do not have any connection with,
nor any interest adverse to, the Debtors, the creditors, or any
other parties-in-interest or their attorneys and accountants.  In
addition, KPMG does not hold or represent any interest adverse to
Debtors' estates and is a "disinterested person" as that phrase
is defined in Section 101(14) of the Bankruptcy Code.

KPMG will be compensated for its HR Services at its customary
hourly rates and reimbursed for actual and necessary expenses
incurred.  KPMG estimates that professional fees for the HR
Services incurred during the pendency of these Chapter 11 cases
will range from $35,000 to $50,000, excluding expenses.  The
customary hourly rates, subject to periodic adjustments, charged
by KPMG's personnel anticipated to be assigned to these cases
are:

          Partners/Directors           $575 - 625
          Senior Managers/ Managers     450 - 575
          Senior Consultants            250 - 350
          Staff Consultants             175 - 225
(WestPoint Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WILBRAHAM CBO: Junk Ratings on 2 Classes Put on Watch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
A-1, A-2, B-1, and B-2 notes issued by Wilbraham CBO Ltd., a high-
yield arbitrage CBO transaction managed by David L. Babson Co.
Inc., on CreditWatch with negative implications.

The CreditWatch placements reflect factors that have negatively
affected the credit enhancement available to support the notes
since origination.

Standard & Poor's noted that the results of Standard & Poor's
Trading Model Test for the transaction, a measure of the overall
credit quality within the portfolio and its ability to support the
ratings initially assigned to the liability tranches issued by the
CDO, had deteriorated since the last rating action and that the
Trading Model Test has been out of compliance since Feb. 2, 2002.
In addition, the rated overcollateralization ratios (ROCs) for the
class A-1, B-1, and B-2 notes are currently below 100% (see
transaction data below). The ROC is a measure of the effective
rated overcollateralization available to support supporting a
given CDO tranche at a given rating level. Standard & Poor's also
noted that the transaction is overhedged in relation to the senior
liabilities, and it has paid approximately $13.9 million to its
swap counterparty in the past year alone.

              RATINGS PLACED ON CREDITWATCH NEGATIVE

                         Wilbraham CBO Ltd.

                             Rating
               Class  To              From
               A-1    A+/Watch Neg    A+
               A-2    BBB-/Watch Neg  BBB-
               B-1    CCC-/Watch Neg  CCC-
               B-2    CCC-/Watch Neg  CCC-

                    OTHER OUTSTANDING RATING

                         Wilbraham CBO Ltd.

                         Class   Rating
                         C       CC


WORLDCOM INC: Wants Go-Signal to Assume East Meadow, NY Lease
-------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates lease 28,976 square feet
of space on the third floor and 8,229 square feet of space on the
sixth floor of a building located at 90 Merrick Avenue in East
Meadow, New York.  MCI Telecommunications Corporation, now known
as MCI WorldCom Network Services, Inc., lease the premises from
Financial Center Associates, predecessor-in-interest to 90 Merrick
LLC.  The Lease commenced on October 1, 1986, and will expire by
its terms on:

   -- June 30, 2004, with respect to the Third Floor Premises;
      and

   -- August 31, 2008, with respect to the Sixth Floor Premises.

For the Third Floor Premises, the Lease provides for $670,552
total annual fixed rent, payable in monthly installments of
$67,055, plus current estimated monthly real estate tax expense
of $3,755.  For the Sixth Floor Premises, the Lease provides for
$219,797 total Annual Fixed Rent, payable in monthly installments
of $18,316, plus current estimated monthly tax expense of $1,065.
The Third Floor Premises is used as an administrative site while
the Sixth Floor Premises is used as a long distance terminal.

As part of their extensive real estate rationalization program,
the Debtors determined that the Leased premises are critical to
their ongoing business operations.  Accordingly, the Debtors
sought and obtained the Court's permission assume the East Meadow
Lease.

In connection with the Lease assumption, Stephen A. Youngman,
Esq., at Weil, Gotshal & Manges, LLP, relates that the Debtors
and their real estate consultant, Hilco Real Estate LLC, engaged
in discussions with Financial Center with respect to the
renegotiation of the Lease on terms more favorable to the
Debtors.  As a result of these negotiations, Financial Center and
the Debtors executed an amendment to the Lease.

The salient terms of the Amendment include:

A. Extension of Term

The term of the Lease, as it relates to the Third Floor Premises
only, is extended through and including April 30, 2008.

B. Rent

Effective as of May 1, 2003, the Debtors will pay to Financial
Center -- in addition to the Electric Energy Charge and other
Additional Rent due for the Third Floor Premises -- Fixed Rent
for the Third Floor Premises according to this schedule:

                              Fixed Rent   Annual   Annual Fixed
Term                          Per Month  Fixed Rent Rent per RSF
----                          ---------- ---------- ------------
May 1, 2003 - June 30, 2003     $64,496   $128,992      $27
July 1, 2003 - April 30, 2004    67,055    670,553       28
May 1, 2004 - April 30 2005      69,736    836,827       29
May 1, 2005 - April 30, 2006     72,536    870,439       30
May 1, 2006 - April 30, 2007     75,434    905,210       31
May 1, 2007 - April 30, 2008     78,452    941,430       32

The Debtors will continue to pay Fixed Rent for the Sixth Floor
Premises in accordance with the rent schedule contained in the
Lease.  However, the Debtors will receive a Fixed Rent credit
against the Fixed Rent due for the Premises, including the Third
and Sixth Floor Premises, of:

   -- $82,812 for the month of May 2003;
   -- $88,779 for the month of May 2004; and
   -- $92,341 for the month of May 2005.

C. Real Estate Taxes

>From and after May 1, 2003, the Debtors' share of estimated
increases in Taxes for the remainder of 2003 is reduced from
$4,820 per month to $0 as a result of a change in Base Year
County Taxes from 1998 to 2003.

D. Waiver of Claim by Affiliate of Lessor

Reckson Operating Partnership, LP, Financial Center's affiliate,
are parties to a February 13, 1997 lease agreement with Brooks
Fiber Communications of New York, Inc., an affiliated Debtor.
Brooks leased the premises located at 245 Main Street in White
Plains, New York.  On November 30, 2001, Reckson and Brooks
entered into a Termination Agreement to terminate the February 13
Lease effective December 31, 2002.  However, Brooks rejected the
Lease in its Chapter 11 Proceedings before the agreed upon
termination date.  On December 10, 2002, Reckson objected to
Brooks' Lease rejection, and later filed a claim in the Debtors'
cases with respect to the Termination Agreement.

In consideration of and subject to the Debtors' assumption of the
amended East Meadow Lease, Reckson and Brooks agree to waive any
claims and causes of action each has on account of the
February 13 Lease and the Termination Agreement.

E. Lessor Alterations

Financial Center will provide the Debtors with a tenant allowance
not to exceed $144,880.  The Tenant Allowance will be applied
against the actual and documented expenses incurred by the
Debtors in connection with the re-painting and re-carpeting of
the Third Floor Premises.

F. Cure Obligations

The Debtors will pay by October 30, 2003, $8,380, plus any
postpetition claims and other sums then due and payable to
Financial Center in full and complete settlement and satisfaction
of all claims and rights of Financial Center against the Debtors
arising from, relating to, or in connection with the Lease, the
Premises and the Lease assumption.

Financial Center is forever barred from asserting any and all
prepetition claims relating to the East Meadow Lease. (Worldcom
Bankruptcy News, Issue No. 40; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


YPF S.A.: Fitch Upgrades Senior Unsecured FC & LC Ratings to BB
---------------------------------------------------------------
Fitch Ratings upgrades the senior unsecured foreign currency
rating of YPF S.A. to 'BB' from 'B+'. Fitch also upgrades YPF's
senior unsecured local currency rating to 'BB' from 'B+'. Both
ratings are assigned Stable Rating Outlooks.

The rating actions reflect the continued strength of YPF's
financial flexibility and liquidity position despite the difficult
Argentine sovereign environment of the past 20 months. Credit
indicators for the first-half of 2003 are at record levels, with
EBITDA/interest coverage of 37 times, EBITDA-CAPEX/interest
coverage of 29.6x, Total Debt/EBITDA of 0.4x and a Total Debt to
Capitalization ratio of 15.2%.

The assigned ratings also incorporate the benefits of YPF's
ownership structure, solid operating performance and credit
protection measures, and proven hard currency-generating ability.
Although the company's credit indicators may suggest rating levels
higher than those assigned, the Argentine sovereign's credit
profile continues to constrain YPF's standalone credit ratings.
Nonetheless, strong credit fundamentals, coupled with the
company's cash flow and production diversification, mitigate
exposure to transfer and convertibility risk, allowing YPF to be
rated multiple notches above the Argentine sovereign's long-term
foreign currency rating of 'DDD'.

Even though YPF's debt is technically non-recourse to Repsol YPF,
the assigned ratings assume a strong level of support by the
parent company, reflecting YPF's importance in the overall group
strategy. The acquisition of YPF resulted in a more balanced
integrated business mix for Repsol YPF, correcting the historical
bias towards downstream operations. As of year-end 2002, YPF
accounted for close to half of Repsol YPF's earnings but only 13%
of the group's consolidated leverage. Repsol YPF's incentive to
support YPF is further underscored by the existence of cross-
default clauses in its bond documentation, which can be triggered
if a principal subsidiary (such as YPF) defaulted on more than
US$20 million of obligations.

Despite the underlying sovereign turbulence, YPF's credit profile
remains strong. The strong international oil price environment,
coupled with cost reduction initiatives, benefits from the ARP's
devaluation and improved value-added downstream export flows,
contributed to a 30% rise in first-half 2003 EBITDA to ARP5
billion. Net income during this period totaled ARP2.2 billion,
compared to an ARP665 million loss in the comparable 2002 period.
YPF's strong cash generation capacity was accompanied by a 34%
reduction in total leverage levels in relation to fiscal year-end
2002, further strengthening credit protection measures.

YPF S.A. is an integrated oil and gas company engaged in
exploration, development and production of hydrocarbons as well as
the refining, marketing, transportation and distribution of oil
and a wide range of petroleum products, oil derivatives,
petrochemicals and liquid petroleum gas. The company is a
subsidiary of Spain's Repsol YPF (Fitch 'BBB', Outlook Stable).


XCEL ENERGY: Closes Sale of Black Mountain Gas to Southwest Gas
---------------------------------------------------------------
Xcel Energy (NYSE:XEL) on Monday completed the previously
announced sale of its Arizona subsidiary Black Mountain Gas
Company to Southwest Gas Corporation (NYSE:SWX) of Las Vegas, Nev.

Black Mountain Gas is a natural gas and propane distribution
company serving approximately 8,500 natural gas customers in Cave
Creek, Carefree, North Phoenix and North Scottsdale, Ariz., and
approximately 2,500 propane customers in the Page, Ariz., and Cave
Creek areas.

Xcel Energy is the fourth-largest combination natural gas and
electricity company in the nation with regulated operations in 11
Western and Midwestern states. Xcel Energy provides a
comprehensive portfolio of energy-related products and services to
3.3 million electricity customers and 1.7 million natural gas
customers through its regulated operating companies. Company
headquarters are located in Minneapolis. More information is
available at http://www.xcelenergy.com


* Jay P. Lefkowitz Rejoins Kirkland & Ellis LLP as a Partner
------------------------------------------------------------
Jay P. Lefkowitz, a senior policy advisor to President George W.
Bush and head of the White House's Domestic Policy Council,
rejoined Kirkland & Ellis LLP as a Partner, where he will resume
his litigation and counseling practice.  This move was effective
Monday, Oct. 20.

"We are proud that Jay has served our country in such important
positions with distinction, and we are delighted with his return
to the partnership," said Thomas D. Yannucci, chair of the Firm's
management committee.

Lefkowitz left Kirkland in March 2001 when he was named General
Counsel for the Office of Management and Budget. He was appointed
Deputy Assistant to the President for Domestic Policy in January
2002. Over the past two and a half years, Lefkowitz has advised
the President on a wide variety of issues, including health,
education, and transportation policy, labor and veterans' affairs,
environmental regulations, and international trade.

Lefkowitz earlier served as Director of Cabinet Affairs and Deputy
Executive Secretary to the Domestic Policy Council in the
administration of President George H.W. Bush.

Lefkowitz is a 1984 graduate of Columbia University and received
his J.D. degree in 1987 from Columbia Law School, where he was a
Harlan Fiske Stone Scholar.

Kirkland & Ellis LLP is a 900-attorney law firm representing
global clients in complex litigation, dispute resolution and
arbitration, corporate and tax, workout, insolvency and
bankruptcy, and intellectual property and technology matters. The
Firm has offices in Washington, Chicago, London, Los Angeles, New
York and San Francisco.


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

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

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

                          *********

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

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

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

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

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

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

                          *********

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

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., 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 ***