TCR_Public/031027.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, October 27, 2003, Vol. 7, No. 212   

                          Headlines

ABITIBI-CONSOLIDATED: Forges 10-Year Recycling Pact with Eureka
ADELPHIA: Wants Until January 15 to File Schedules of Assets
AIR CANADA: Court Appoints URRC to Represent Union Retiree Panel
ALAMOSA HOLDINGS: Will Release Third Quarter Results on Nov. 6
ALLEGHENY TECH: Low-B Rating on Watch with Negative Implications

AMERCO: Wants Court to Fix Nov. 10 as General Claims Bar Date
AMERICAN PLUMBING: Asks to Bring-In Conway Del Genio as Advisors
AMERICAN PROD: Southborrough Files Purchase Pact in Mich. Court
AMERICA WEST: Initiates Nonstop Transcontinental Flights
ANC RENTAL: Court Okays $12 Mill. Postpetition Bonding Facility

ANTARES PHARMA: LibiGel Phase II Trial Yields Positive Results
ARCH COAL: Board Declares Quarterly Dividend Payable on Dec. 15
ATLANTIC COAST: Pilots Applaud Plan for New Independent Carrier
AUDIOVOX CORPORATION: Appoints Grant Thornton as New Auditors
AURA SYSTEMS: Needs Additional Financing to Continue Operations

BAC SYNTHETIC: Fitch Takes Rating Actions on Various Classes
BANC OF AMERICA: Fitch Assigns Low-Bs to Classes 1-B-4 & 1-B-5
BETHLEHEM STEEL: Court Clears Severance Settlement Procedures
BUDGET GROUP: U.K. Administrators Depose Skadden Arps  
BURLINGTON: Seeks to Sell Stokedale Center to Generation for $2M

CALPINE CORP: Signs Two-Year Energy Agreement with Reliant
C-BASS: Fitch Downgrades Class B-2 Rating to B
CENTERPOINT ENERGY: Sells Final International Asset to Corbin
COEUR D' ALENE: Reports Improved 3rd Quarter & 9 Months Results
COMM 2001-FL5: Fitch Cuts B-Level Ratings on Four Note Classes

COMMSCOPE: Plans to Release Third Quarter 2003 Results on Oct 29
COVANTA ENERGY: Court Approves Disclosure Statement
CROWN AMERICAN: 3rd Quarter FFO Per Share Increases by 21%
DELTA AIR LINES: Elects Larry D. Thompson to Board Of Directors
DELTA FUNDING: Fitch Takes Rating Actions on Series 1997 Notes

DOBSON COMMS: Unit Closes New $700-Mil. Secured Credit Facility
DOBSON COMMS: Completes Tender Offer for 12-1/4% Preferreds
DOBSON COMMS: Discloses Third Quarter 2003 Customer Additions
D.R. HORTON: Fiscal Year 2003 Conference Call Set for Nov. 13
EASYLINK: Broker Adversary Obtains Favorable Court Decision

ELIZABETH ARDEN: S&P Junks Senior Unsecured Debt Rating to CCC+
EMTEC MAGNETICS: Imation Obtains Nod for Acquisition of Assets
ENCOMPASS: Asks Court Nod to Commute AIG Insurance Policies
ENRON: ENA Demands $42-Mill. Termination Pay from Goldman Sachs
EPRESENCE INC: Board of Directors Endorses Plan of Liquidation

GENTEK: Fitch Withdraws CC/D Ratings on Senior Sec. & Sub. Notes
GEORGETOWN STEEL: Wants to Extend Schedule Filing Until Dec. 20
GREEN POWER: Independent Auditors Raise Going Concern Doubts
HASBRO: Fitch Says Senior Unsecured Debt Rating Upgrade Imminent
HAUSER: Agrees to Sell Botanicals Extracts Division to Zuellig

HAWAIIAN HOLDINGS: Amex Grants Extension to Regain Compliance
IMC GLOBAL: Reports Losses Due to Rising Raw Material Costs
INTERNATIONAL SHIPHOLDING: Q3 Net Loss Widens to $1.6 Million
ISLE OF CAPRI: Acquires Interest in U.K.-Based Blue Chip Casinos
IT GROUP: Unsecured Panel Moves to Prosecute Avoidance Actions

L-3 COMMS: Planned Vertex Acquisition Spurs S&P to Affirm Rating
LAND O'LAKES: Third Quarter Net Loss Narrows to $1.4 Million
LNR PROPERTY: Selling Additional $50 Million of Senior Sub Notes
LTV CORP: Exclusive Solicitation Time Extended to Feb. 24, 2004
MASSEY ENERGY: 3rd Quarter 2003 Net Loss Tops $15.6 Million

MAURICE CORP.: Liquidating CEO Goes to Jail for Bankruptcy Fraud
METALS USA: Cheryl Ketchie Discloses Ownership of Common Shares
MIDWEST EXPRESS: Restructuring Costs Spur Third Quarter Losses
MIRANT CORP: MAGI Committee Turns to Cadwalader for Advice
NORTEL NETWORKS: Declares Class A Preferred Share Dividends

NORTEL NETWORKS: Issues Preliminary Results for Third Quarter  
NUTRAQUEST INC: Case Summary & 5 Largest Unsecured Creditors
OWENS: Committee Pushes for Appointment of Chapter 11 Trustee
PACIFIC GAS: Gets Approval to Use $42,686,311 Cash Collateral
PETROLEUM GEO: Commences Rights Offering As Part of Reorg. Plan

PHOTOCHANNEL NETWORKS: Closes Private Placements of $2.7M Shares
PLAINS ALL AMERICAN: Declares Distribution on Common & Sub Units
PRIMUS TELECOM: Issuing Prospectus for Notes & Shares Offering
QUANTUM CORP: Fiscal Second Quarter Net Loss Increases to $38MM
READERS DIGEST: Hosting Q1 2004 Conference Call on October 30

RESIDENTIAL FUNDING: Fitch Affirms Ratings on Securitizations
RETAIL GROUP INC: Voluntary Chapter 7 Case Summary
RIVER ROCK: B+ Rating Assigned to Proposed Senior Secured Notes
ROUGE INDUSTRIES: Severstal to Acquire Assets Under Bankruptcy  
RYERSON TULL: Discloses Third Quarter 2003 Results

SOLECTRON: Weak Credit Measures Spur Fitch to Cut Rating to BB-
SOLUTIA: Third Quarter Balance Sheet Upside Down by $369 Million
SPIEGEL GROUP: Bringing-In Assessment Tech as Tax Consultants
SR TELECOM: Third Quarter Results Conference Call is on Thursday
SUREBEAM CORPORATION: Secures $5 Million in Equity Financing

STELCO: Long-Term Credit Rating Down to B- over Poor Liquidity
SUNRISE APARTMENTS: Fitch Further Junks Series A Revenue Bonds  
TENET HEALTHCARE: S&P Lowers and Keeps Neg. Outlook on Ratings
TERRA INDUSTRIES: Will Webcast Q3 Conference Call on October 30
TOBACCO ROW PHASE 1A: Case Summary & 20 Largest Unsec. Creditors

UBIQUITEL INC: Reports Third Quarter Subscriber Results
UNITED AIRLINES: Exploring Alternatives for Expanding Operations
UNITED STATIONERS: Reports Increasing Net Sales in Third Quarter
UNIVERSAL COMMS: Board Ratifies Price's Retention as Auditor
VERTEX AEROSPACE: On Watch Positive after L-3 Comms Acquisition

VISUAL DATA CORP: Settles 6% Convertible Debentures
W.R. GRACE: Reports Improved Third Quarter Financial Results
WESTPOINT: Court Stretches Exclusive Plan Filing to March 31
WORLDCOM: Reaches Agreement Resolving Two EPORT Claims

* Coudert Brothers Hosts French Minister of Justice

* BOND PRICING: For the week of October 27 - 31, 2003

                          *********

ABITIBI-CONSOLIDATED: Forges 10-Year Recycling Pact with Eureka
---------------------------------------------------------------
Abitibi-Consolidated Inc. (NYSE: ABY, TSX: A) and Eureka Recycling
announced a ten-year agreement whereby a majority of recycled
newspapers in Saint Paul will be sold to Abitibi-Consolidated.
This private/non-profit partnership guarantees Eureka Recycling,
the nonprofit recycler that manages Saint Paul's recycling
program, a long-term, stable end-market for collected newspapers.
In exchange, Abitibi-Consolidated, which recycles over three
million tons of paper each year, will receive a steady flow of
quality materials for their paper recycling mills throughout North
America.

"Through our partnership with Abitibi-Consolidated's Recycling
Division, we are demonstrating that recycling is a viable,
environmentally beneficial enterprise. Our common dedication to
the wise use of our resources is resulting in the highest
environmental and economic benefit possible for newspaper
recycling in Saint Paul," explained Susan Hubbard, CEO, Eureka
Recycling. "We see this partnership as a way to ensure that
recycling remains sustainable, and profitable," added Tim
Brownell, COO, Eureka Recycling.

"Saint Paul has always been a true leader in recycling," according
to Kate Krebs, Executive Director, National Recycling Coalition, a
coalition that addresses recycling education and advocacy. "The
City of Saint Paul should be congratulated for fostering such a
unique combination of nonprofit, private and government
involvement in the recycling industry's continued success."
    
Abitibi-Consolidated will work in collaboration to enhance Saint
Paul's recycling infrastructure, namely Eureka Recycling's new
recycling processing center located midway between the Twin Cities
of Minneapolis and Saint Paul. The facility is expected to
strengthen the local economics of recycling and ensure that
materials are recycled for their highest and best use.

"We are pleased to be in partnership with a community-based
recycler that understands the economic, environmental and
operational issues of recycling and is taking proactive steps to
ensure high-quality materials will be available for years to
come," stated Michael Sullivan, Abitibi-Consolidated, Recycling
Division General Manager.

bitibi-Consolidated is the world's leading producer of newsprint
and value-added paper as well as a major producer of wood
products, generating sales of $5.1 billion in 2002. With 16,000
employees, the Company does business in more than 70 countries.
Responsible for the forest management of 18 million hectares,
Abitibi-Consolidated is committed to the sustainability of the
natural resources in its care. The Company is also the world's
largest recycler of newspapers and magazines, serving 17
metropolitan areas with more than 10,000 recycling locations.
Abitibi-Consolidated operates 27 paper mills, 21 sawmills, 3
remanufacturing facilities and 1 engineered wood facility in
Canada, the US, the UK, South Korea, China and Thailand.

In November 2002, Moody's cut its rating on the Company's
outstanding debentures to Ba1.  Abitibi is also party to a
C$541,875,000 credit facility arranged by Citicorp, Scotiabank and
CIBC maturing on December 18, 2003.

Eureka Recycling is a mission-driven nonprofit corporation that
has managed Saint Paul's recycling program for over fifteen years
in partnership with the City of Saint Paul, other community
organizations and citizens. Through innovate resource management,
Eureka Recycling demonstrates that recycling is more sustainable
than wasting and fully invests any proceeds from its services and
programs into the community it serves.


ADELPHIA: Wants Until January 15 to File Schedules of Assets
------------------------------------------------------------
To recall, Paul V. Shalhoub, Esq., at Willkie Farr & Gallagher
LLP, in New York, notes, the Adelphia Communications Debtors have
already filed their schedules of liabilities, schedules of
executory contracts and unexpired leases and statements of
financial affairs on July 31, 2003.  

The ACOM Debtors, with the assistance of their professional
advisors, continue to work diligently and expeditiously on the
preparation of their Schedules of Assets.  However, due to the
complexity and diversity of their operations and other demands of
these cases, the ACOM Debtors anticipate that they will be unable
to complete and file their Schedules of Assets prior to the
current deadline.

Accordingly, the ACOM Debtors ask the Court to further extend
their deadline to file their Schedules of Assets through
January 15, 2004.  

Mr. Shalhoub argues that the requested extension should be
approved because:

   -- The ACOM Debtors continue to work diligently on numerous
      corporate, financial and legal issues involving, among
      other things, the Securities and Exchange Commission, the
      Justice Department, federal and state franchise regulatory
      authorities, financial statement and audit activities,
      and, of course, the myriad challenges incident to
      operating their cable and other businesses; and

   -- The ACOM Debtors recently prepared a confidential
      long-term business plan, which was presented to the
      advisors to the Debtors' primary constituents, and an
      analysis of distribution priorities that will lay the
      foundation for the distribution of value to creditors,
      which also was presented to the advisors to the Debtors'
      primary constituents.  

                          *   *   *

The Court will convene a hearing on November 13, 2003 to consider
the Debtors' request.  Accordingly, Judge Gerber extends the ACOM
Debtors' deadline to file their Schedules of Assets until the
conclusion of that hearing. (Adelphia Bankruptcy News, Issue No.
42; Bankruptcy Creditors' Service, Inc., 609/392-0900)


AIR CANADA: Court Appoints URRC to Represent Union Retiree Panel
----------------------------------------------------------------
Air Canada maintains defined benefit pension plans and defined
contribution pension plans on behalf of its unionized employees.  
The majority of its DC Plans are held with respect to Jazz Air
Inc. employees.  Air Canada also maintains health insurance and
life insurance benefits, which were offered to unionized
employees, represented by different unions, for their retirement
and which were utilized currently by Air Canada unionized
retirees under its various DB Plans, pursuant to various
collective agreement provisions and entitlements.

As part of its reorganization, Air Canada took steps to
restructure its pension plan obligations.  Air Canada presented
its first Pension Proposal to the unions in July 2003.  
Subsequently, Air Canada presented a revised Proposal to the
Unions in August 2003.  The Revised Pension Proposal is a planned
course of action for dealing with the pension plan Air Canada
maintains with its employees.  The Proposal does not apply to
Jazz Air operations.

Susan Ursel, Esq., at Green & Chercover, in Toronto, Ontario,
relates that the Revised Pension Proposal would have the impact
on the group of currently employed union and non-union employees,
existing union and non-union retirees, and vested plan members --
those who are no longer employed by Air Canada and are not yet
eligible for a pension but who have a vested right to a pension
under the applicable Air Canada pension plan.  The active union
employees are represented by their unions in the matter of these
proposals.  The active non-union employees are represented by
Brian Bellmore of Bellmore and Moore.  The non-union retirees are
represented by John Varley of Pallet Valo LLP.

In the course of these proposals, in August 2003, the federal
pension regulator, the Office of the Superintendent of Financial
Institutions expressed concerns that the unions now representing
the active union employees may be placed in an appearance of
conflict of interest or an actual conflict of interest if they
also represent union retirees, surviving spouses, other
beneficiaries and vested plan members.  The unions do not agree
with this assessment.  However, they tried to cooperate with the
OSFI.

According to Ms. Ursel, the unions began to contact knowledgeable
retirees to assist in seeking appropriate representatives of the
different union retiree groups.  In the course of the search, Ron
Fontaine was approached as a possible representative of the
International Association of Machinists and Aerospace Workers
retirees.  Mr. Fontaine agreed to take on the work.

In consultation with their counsel, the union retiree
representatives further agree to form a Union Retiree
Representative Committee, with representative of each union
retiree subgroup.  The members of the proposed Union Retiree
Representative Committee are:

     Ron Fontaine       International Association of Machinists
                        and Aerospace Workers

     Jeanette Forbes    Canadian Union of Public Employees

     Tom Freeman        National Automobile, Aerospace,
                        Transportation and General Workers Union
                        of Canada - CAW Canada

     Greg Cameron       National Automobile, Aerospace,
                        Transportation and General Workers Union
                        of Canada - CAW Canada

     Denis Kennedy      Canadian Air Line Dispatchers Association

     Larry Sawatsky     Canadian Air Line Dispatchers Association

     Captain Robert     Airline Pilots Association International
     Isaacson

At the request of Mr. Fontaine, acting for and on behalf of the
proposed Union Retiree Representative Committee, the CCAA Court
appoints the Union Retiree Representative Committee to represent
the interests of unionized retirees that retired as of April 1,
2003 as well as their beneficiaries.  The Union Retiree
Representative Committee will facilitate the communication of Air
Canada proposals and any information relevant to the proposal, to
the union retirees.  The Court also appoints Susan Ursel and
Green & Chercover as the Committee's counsel.

Upon the execution of confidentiality agreements, the Applicants
may provide information, documentation and communication
facilities to the Union Retiree Representative Committee.  The
Applicants will also disburse the reasonable legal fees and
expenses the Committee incurs in carrying out its
responsibilities.

The Committee's representation excludes the Air Canada Pilots
Association. (Air Canada Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ALAMOSA HOLDINGS: Will Release Third Quarter Results on Nov. 6
--------------------------------------------------------------
Alamosa Holdings, Inc. (OTC Bulletin Board: ALMO), the largest
(based on number of subscribers) PCS Affiliate of Sprint (NYSE:
FON, PCS), which operates the largest all-digital, all-CDMA Third-
Generation (3G) wireless network in the United States, reported
third quarter 2003 customer results for subscriber additions,
customer churn and total subscribers.  It also announced the
schedule for its third quarter earnings release and conference
call.

          Third Quarter Subscriber and Churn Results
    
Net subscriber additions for the third quarter of 2003 totaled
approximately 16,000.  The customer churn rate was approximately
2.9 percent for the third quarter of 2003, up from 2.5 percent in
the second quarter of 2003, but down significantly from 3.8
percent in the same quarter one year ago.  Total subscribers were
approximately 693,000 at September 30, 2003, an increase of
approximately 2.4 percent and 17.3 percent from June 30, 2003 and
September 30, 2002, respectively.
    
"As expected, our customer churn increased during the third
quarter directly impacting our net customer results," said David
E. Sharbutt, Chairman and Chief Executive Officer of Alamosa
Holdings, Inc.  "This was still a positive quarter for Alamosa
with increased prime customer additions to our base and progress
being made on our current debt exchange offer that now has more
than 68% support of existing note holders.  We are focused on
finishing out the year strong to achieve record financial
performance for Alamosa in 2003."

    Third Quarter 2003 Earnings Release & Conference Call
    
Alamosa will release its full third quarter 2003 results on
Thursday, November 6, 2003, after the close of the market.  In
conjunction with the release, Alamosa has scheduled a conference
call, which will be broadcast live over the Internet, on Friday,
November 7, 2003, at 9:00 a.m. Eastern Time.

  What: Alamosa Holdings Third Quarter Earnings Conference Call
  When: Friday, November 7, 2003, at 9:00 a.m. Eastern Time
  How:  Live via phone - By dialing 913-981-5572 and asking for
        the Alamosa call 10 minutes prior to the start time or  
        listen live over the Internet by logging on to
        http://www.alamosapcs.comor
        http://www.fulldisclosure.com.

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


ALLEGHENY TECH: Low-B Rating on Watch with Negative Implications
----------------------------------------------------------------  
Standard & Poor's Ratings Services placed its ratings on
Pittsburgh, Pennsylvania-based Allegheny Technologies Inc. (BB+
Corporate Credit Rating) on CreditWatch with negative
implications, reflecting the company's continuing weak financial
performance and heightened concerns that lackluster demand from
key markets and increased global competitive pressures and high
input (scrap, nickel, and energy) costs will continue to more than
offset management's efforts to improve its weak credit measures.

Allegheny is one of the largest specialty steel and alloy
manufacturers in North America. The majority of its revenues are
derived from its highly cyclical, commodity flat-rolled stainless
steel products segment, which has been significantly affected by
declining market demand because of the sluggish economic
environment.

"Conditions in this segment have been further exacerbated by the
addition of new, lower-cost production that has contributed to
excess supply levels and weakened Allegheny's competitive
position," said Standard & Poor's credit analyst Paul Vastola. In
response to these challenging conditions management continues to
implement plans to reduce its cost structure. The company also is
re-evaluating its business segments, products and operating
strategies in an attempt to bolster its market position and its
profitability levels. Despite these actions and without a
meaningful rebound in the company's key industrial markets,
Standard & Poor's expects Allegheny will be challenged to realize
significant improvement in its weak credit measures.

In completing its review, Standard & Poor's will monitor the
stainless steel industry fundamentals and assess the impact of
company initiatives to improve its performance.


AMERCO: Wants Court to Fix Nov. 10 as General Claims Bar Date
-------------------------------------------------------------
According to Bruce T. Beesley, Esq., at Beesley, Peck & Matteoni,
Ltd., in Reno, Nevada, the AMERCO Debtors need to establish a
uniform bar date for filing proofs of claim in AMERCO and AREC's
cases before the November 18, 2003 scheduled hearing to approve
the Disclosure Statement.

Thus, at the Debtors' request, Judge Zive sets November 10, 2003
as the Bar Date for filing of proofs of claim in the two Chapter
11 cases for all creditors' prepetition claims.  Holders of
secured claims are not required to file proofs of claim to
preserve their claim.  Any claims arising out of, or related to,
the Debtors' rejection of any executory contract or unexpired
lease under Section 365 of the Bankruptcy Code must be filed on
or before the earlier of:

    (a) 30 days after the Court approves the rejection, provided
        that the effectiveness of the order has not been stayed;
        or

    (b) 45 days after the effective date of any plan of
        reorganization is confirmed by the Court.

Moreover, the Court approves the form of the proof of claim to be
filed in these cases and the procedures for providing notices of
the Bar Date to creditors and other parties-in-interest.

Mr. Beesley relates that each creditor listed in the Debtors'
Rule 1007(b) schedules will receive, as part of the Bar Date
Notice, information regarding the amount and priority of that
creditor's claim as reflected on the schedules and if the claim
is listed as disputed, unliquidated or contingent.  The Bar Date
Notice will also advise each creditor to file a proof of claim by
the Bar Date if a creditor's claim is:

    (a) listed as contingent, unliquidated, or disputed on the
        schedules;

    (b) the creditor disagrees with the amount of the claim or
        the priority of the claim or the specific Debtor against
        which the claim is listed; or

    (c) the creditor's claim is not listed in the schedules.
  
If a creditor agrees with the claim stated in the schedules and
reflected in the Bar Date Notice, then that creditor does not
need to file a proof of claim.

To satisfy the requirements of Rules 2002 and 3003 of the Federal
Rules of Bankruptcy Procedure, the Debtors will provide notice of
the Bar Date Order by:

    (i) mailed notice to all creditors and parties-in-interest
        on the master mailing matrix the Claims Agent maintains;
        and

   (ii) daily publication in USA Today for two consecutive weeks.
  
Any creditor who failed to file a proof of claim timely is:

    (1) forever barred, estopped and enjoined from:

        -- asserting any claim against any of the Debtors or
           their successors and assigns; and

        -- voting on or receiving any distribution under any plan
           of reorganization on account of their claim;

    (2) bound by the terms of any plan of reorganization
        confirmed with respect to the Debtors; and

    (3) not entitled to receive any further notice or mailings in
        these cases.
(AMERCO Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AMERICAN PLUMBING: Asks to Bring-In Conway Del Genio as Advisors
----------------------------------------------------------------
American Plumbing & Mechanical Inc., and its debtor-affiliates ask
for permission from the U.S. Bankruptcy Court for the Western
District of Texas to employ Conway Del Genio Gries & Co., LLC as
Financial and Operational Advisors.

As their financial and operational advisors, Conway Del Genio
will:

     a) perform general due diligence to assist the Company in
        defining their financial and operational difficulties,
        including gathering and analyzing data, interviewing
        appropriate management, and evaluating the Company's
        existing financial forecasts and budgets;

     b) review tire Company's current short-term liquidity
        forecasts and assisting management in modifying and
        updating such forecasts based upon current information,
        Conway Del Genio's observations, and other information
        as it becomes available;

     c) assist in the review and negotiation of current or
        future financing proposals and assessing the impact of
        these proposals on the Company;

     d) assist the Company in developing new or updating
        existing marketing materials for solicitation of
        alternative investment/financing proposals;

     e) develop lists of potential financial investors,
        contacting such parties, and assessing their interest in
        making an investment in AMPAM;

     f) evaluate any such investment/financing proposals and
        making recommendations to the Board of Directors with
        respect to such proposals;

     g) develop alternative strategies for improving liquidity
        (including the development and execution of overhead
        expense reduction, divestitures, and cash conservation
        programs) and assisting in the implementation thereof;

     h) assist the Company in the development and preparation of
        an operating plan, cash flow forecasts, and business
        plan and in presentation of such plans and forecasts to
        the Board of Directors and the Company's
        stakeholder/creditors;

     i) assist in the development and execution of plans to
        dispose of non-core assets; including the marketing of
        such assets;

     j) assist with the preparation of reports and communication
        with the Company's lenders and other constituencies;

     k) assist in addressing issues and in discussions with
        existing lenders and surety providers in connection with
        maintaining ongoing financing of the Company's
        operations, including debtor in possession and exit
        financing;

     l) manage the development, evaluation, negotiation, and
        execution of any potential restructuring transaction or
        plan of reorganization;

     m) assist in the negotiations with existing lenders,
        creditors, and other parties in interest in the
        implementation of a restructuring transaction;

     n) provide expert testimony concerning financial matters
        relating to a plan or plans of reorganization, including
        the feasibility of such reorganization plans, the
        valuation of any securities issued in connection with
        such reorganization plans, and advising in connection
        with any disclosure statements to be filed by the
        Company or its subsidiaries as part of a Chapter 11
        reorganization; and

     o) conduct such other studies, analyses, or activities ac
        approved by the Board or otherwise related to the
        Company's restructuring efforts as the parties mutually
        agree.

The Debtors agree to pay Conway Del Genio $150,000 per month, of
which $50,000 will be credited toward any additional Restructuring
Fee or Sale Transaction Fee.

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


AMERICAN PROD: Southborrough Files Purchase Pact in Mich. Court
---------------------------------------------------------------
The Board of Directors of Southborrough Ventures, Inc. (SBBV:OTC-
BB) reports it has submitted its agreement to purchase the assets
of American Production Machining, LLC to the Bankruptcy Court in
Detroit, MI.

The Company anticipates Court approval of its purchase agreement
as the Company has the full support of Comerica Bank, APM's
corporate banking partner. Comerica is APM's only secured
creditor. With funding in place, the Company is confident that it
will be successful in finalizing its purchase of APM on the
closing date of November 15, 2003, as previously reported.

The Company has retained the services of RM Communications of
Toronto, Canada to develop its new corporate image upon approval
of its name change and new trading symbol. RM Communications
services such clients as AT & T; Ontario Hydro; Green Power Energy
and Wits Basin Precious Metals.

The Company has been asked by its shareholders to comment on the
deflated price of its stock in recent days. The Company has no
knowledge as to the reason behind the adverse market condition of
its stock and is pleased to report that it is on track with its
business model and planned acquisitions.

The Company will apply its patented Laser Assisted Chip Control
process ("LACC") to all of APM's current orders upon approval of
its purchase agreement. 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.


AMERICA WEST: Initiates Nonstop Transcontinental Flights
--------------------------------------------------------
America West Airlines (NYSE: AWA) will become the first and only
low-fare carrier to operate nonstop transcontinental service
between Los Angeles International Airport and both Boston Logan
International and New York/JFK beginning this Sunday, Oct. 26,
2003.  America West is providing customers the right airport at
the right price with roundtrip leisure fares starting as low as
$278 and one-way business fares as low as $299.
    
"Because these new transcontinental routes serve as one of the
last bastions of high-fare, monopoly service, customer response to
the outstanding savings offered by America West's new service has
been extremely enthusiastic," said Scott Kirby, executive vice
president, sales and marketing.  "Our entry into these markets has
lowered the one-way walk-up, business fares by 75 percent, to as
low as $299.  Clearly offering convenient, nonstop service from
the right airports at the right price has clicked with consumers."
    
In addition to enjoying America West's business-friendly fares,
customers will also appreciate the airline's flexible ticketing
policies which include no Saturday night stay requirements, the
ability to fly standby on the same day as their originally
scheduled flight without an additional fee, and the option to use
nonrefundable tickets within a year of the date of purchase.
    
America West offers many other benefits that are particularly
important for business travelers, including first-class seating
and an award-winning frequent flyer program.  FlightFund Elite
benefits include unlimited, space-available upgrades, mileage
bonuses, preferred seating, priority check-in and early boarding.

     The flight schedule for new service is listed below.

     New York/JFK to Los Angeles International Airport
     Flight       Departs       Arrives         Start Date
     307          8:00 a.m.     11:10 a.m.      Oct. 26
     301          5:00 p.m.      8:16 p.m.      Oct. 26

     Los Angeles International Airport to New York/JFK
     Flight       Departs       Arrives         Start Date
     300           8:00 a.m.    4:06 p.m.       Oct. 26
     302          12:40 p.m.    8:46 p.m.       Oct. 26

     Boston to Los Angeles International Airport
     Flight       Departs       Arrives         Start Date
     405          8:30 a.m.     11:55 a.m.      Oct. 26
     409          5:00 p.m.      8:25 p.m.      Oct. 26

     Los Angeles International Airport to Boston
     Flight       Departs       Arrives         Start Date
     408           8:00 a.m.    4:12 p.m.       Oct. 26
     400          12:05 p.m.    8:17 p.m.       Oct. 26

America West will also initiate transcontinental flights between
New York/JFK and San Francisco on Dec. 19, 2003 and between Boston
and San Francisco on March 1, 2004.  In addition to the new
transcontinental flights, the airline has added five new markets
this year.  Memphis, Tenn. began in April; Cancun, Mexico in June;
Monterrey, Mexico and Edmonton, Canada on Oct. 20, and new service
to Costa Rica begins Dec. 1, 2003.
    
For more information or to make a reservation, contact your
professional travel agent or America West at 1-800-2-FLY-AWA (1-
800-235-9292).  Reservation and information services are also
available at http://www.americawest.com. Customers can sign up  
for FlightFund, the airline's worldwide frequent flyer program, at
http://www.FlightFund.com,the frequent flyer section of  
http://www.americawest.comor by calling the FlightFund Service  
Center at 1-800-247-5691.

Founded in 1983 and proudly celebrating its 20-year anniversary in
2003, America West Airlines is the nation's second largest low-
fare airline and the only carrier formed since deregulation to
achieve major airline status. America West's 13,000 employees
serve nearly 55,000 customers a day in 90 destinations in the
U.S., Canada and Mexico.

                          *    *    *

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

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


ANC RENTAL: Court Okays $12 Mill. Postpetition Bonding Facility
---------------------------------------------------------------
ANC Rental Corporation, and its debtor-affiliates are required to
support various aspects of their business with surety bonds, which
allow them to operate their business. Travelers Casualty and
Surety Company of America issued $9,400,000 in surety bonds
pursuant to certain existing indemnity agreements.

In recognition of the Debtors' critical need for Travelers
Casualty and Surety Company of America's support and future
bonding, as well as Travelers' concerns and requirements with
respect to the bonding, representatives of both parties negotiated
the terms and conditions applicable to the issuance by Travelers
of certain surety bonds to the Debtors postpetition.

The Debtors and Travelers have agreed to a term sheet, pursuant to
which Travelers has agreed, subject to its normal underwriting
requirements, to provide certain postpetition bonding to the
Debtors up to $12,000,000.

Travelers currently holds $12,000,000 in cash collateral, which
supports existing bonds in the face amount of $9,400,000,
exclusive of certain expenses and other obligations of the
Debtors to Travelers.  Travelers has agreed to issue $2,600,000
in additional bonds and to utilize, as security for those bonds,
existing unencumbered collateral they currently hold in lieu of
requiring additional collateral for these bonds.

Pursuant to the terms of the Term Sheet, the Debtors will provide
Travelers with a new indemnity agreement, which is in addition
to, and not in lieu of, existing indemnity agreements.  In
addition, the Debtors will ratify all existing Travelers indemnity
agreements.

Pursuant to Sections 105, 363, and 364 of the Bankruptcy Code,
the Debtors sought and obtained the Court's authority to:

    1. enter into and perform the Term Sheet in order to obtain a
       postpetition bonding facility from Travelers for the
       issuance of surety bonds, which are absolutely essential to
       the Debtors' ability to operate their businesses and to
       reorganize successfully;

    2. enter into and perform the Indemnity Agreement and to
       ratify all existing indemnity agreements; and

    3. afford to Travelers all the protections set forth in the
       Term Sheet and Indemnity Agreement with regard to any new,
       renewed, or existing bonds.

As noted, pursuant to the terms of the Term Sheet and the
Indemnity Agreement, the Debtors will obtain a postpetition
bonding facility from Travelers for the issuance of surety bonds,
which are essential to the Debtors' ability to operate their
businesses and to reorganize successfully. (ANC Rental Bankruptcy
News, Issue No. 40; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


ANTARES PHARMA: LibiGel Phase II Trial Yields Positive Results
--------------------------------------------------------------
Antares Pharma Inc. (OTC Bulletin Board: ANTR) announced that its
U.S. licensee for its topical testosterone gel product, BioSante
Pharmaceuticals, Inc. (Amex: BPA), recently presented positive
results from an ongoing Phase II clinical trial of
LibiGel(TM) (topical testosterone gel) for the treatment of female
sexual dysfunction.  LibiGel utilizes Antares Pharma's proprietary
advanced transdermal delivery (ATD(TM)) gel technology designed to
allow delivery of hormones and other products across the skin.

BioSante's data was presented at a meeting of the International
Society for the Study of Women's Sexual Health (ISSWSH) in
Amsterdam on October 17, 2003.  The interim analysis of BioSante's
U.S.-based, double-blind, placebo- controlled study to determine
the effect of LibiGel on women's sexual activity and desire
showed, after three months of treatment, a 130% increase from
baseline in the frequency of satisfying sexual events, as measured
by individual patient diaries.  BioSante reported that the data
indicate an effective LibiGel dose for the treatment of hypoactive
sexual desire disorder (HSDD) in women and that LibiGel was well
tolerated during the course of the trial.
    
BioSante previously completed three Phase II/III LibiGel clinical
trials to determine blood levels of testosterone delivered by six
different doses of LibiGel, which is administered as a topical
gel.  Data from these studies was also presented at the ISSWSH and
showed that LibiGel provides testosterone levels that are expected
to be effective in treatment of HSDD.
    
LibiGel is a gel formulation of bio-identical testosterone that
utilizes Antares Pharma's ATD(TM) technology and is designed to be
quickly absorbed through the skin after application on the arms,
shoulders, or abdomen, delivering testosterone to the bloodstream
evenly over time in a non-invasive and painless manner.  Although
generally characterized as a male hormone,
testosterone is also present in women, and its deficiency has been
found to decrease libido or sex drive.
    
Antares Pharma will receive milestone payments from BioSante at
certain stages of development and royalties from end sales of
LibiGel in North America.  Additionally, Antares Pharma has rights
to the clinical data generated by BioSante for further licensing
of testosterone for female sexual dysfunction in other
territories.

              Antares Pharma's ATD(TM) Portfolio
    
BioSante Pharmaceuticals is the exclusive North American licensee
for Antares Pharma's ATD(TM) gel technology for testosterone and
for other hormone therapy products, including an
estradiol/progestin combination gel product and an estradiol gel
product for the treatment of male hypogonadism and postmenopausal
symptoms in women.  Additionally, Solvay Pharmaceuticals in Europe
is the licensee for an estradiol/progestin combination product
that has completed Phase II trials in Europe.  Antares Pharma
licensees in Europe, Russia, Australia and New Zealand currently
market an ibuprofen gel product.

All of these products are designed to be quickly absorbed through
the skin from an easily applied, cosmetic quality gel preparation,
and the active drug is delivered evenly for periods of up to 24
hours.  The formulations are generally non-irritating and leave no
skin residue.  Antares Pharma's technology can be broadly applied
to drug candidates that can be delivered across the skin, and the
ATD(TM) technology offers proprietary technology to facilitate
drug transport rates that meet therapeutic needs.

Antares Pharma -- whose June 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $6 million -- develops
pharmaceutical delivery systems, including needle-free and mini-
needle injector systems and transdermal gel technologies.  These
delivery systems are designed to improve both the efficiency of
drug therapies and the patient's quality of life.  The Company
currently distributes its needle-free injector systems in more
than 20 countries.  In addition, Antares Pharma conducts research
and development with transdermal gel products and currently has
several products in clinical evaluation with partners in the US
and Europe.  The Company is also conducting ongoing research to
create new products that combine various elements of the Company's
technology portfolio. Antares Pharma has corporate headquarters in
Exton, Pennsylvania, with manufacturing and research facilities in
Minneapolis, Minnesota, and research facilities in Basel,
Switzerland.


ARCH COAL: Board Declares Quarterly Dividend Payable on Dec. 15
---------------------------------------------------------------
The board of directors of Arch Coal, Inc. (NYSE: ACI) has declared
a quarterly dividend of $.0575 per share on the company's common
stock.  The dividend is payable December 15, 2003, to shareholders
of record on December 5, 2003.
    
Arch Coal (S&P, BB+ Corporate Credit Ratying, Negative) is the
nation's second largest coal producer, with subsidiary operations
in West Virginia, Kentucky, Virginia, Wyoming, Colorado and Utah.
Through these operations, Arch Coal provides the fuel for
approximately 6% of the electricity generated in the United
States.


ATLANTIC COAST: Pilots Applaud Plan for New Independent Carrier
---------------------------------------------------------------
Atlantic Coast Airlines and the union representing its pilots have
reached a tentative agreement that, pending union ratification,
would provide the airline the tools it needs to proceed with its
plan for developing a new, independent carrier.
    
Captain Stephen Hunt, chairman of the Atlantic Coast (ACA) unit of
the Air Line Pilots Association, International (ALPA), said that
the new agreement is a positive move for both the pilot group and
the Company.  "From the beginning, our pilot group has been
consistently enthusiastic about Atlantic Coast's plans to
establish ourselves as an independent carrier," stated Captain
Hunt.  "This tentative agreement can give our chairman and CEO
Kerry Skeen the leverage he will need to successfully execute this
plan.  Mr. Skeen's track record and business sense have proven his
proficiency and we are confident in his ability to launch this
independent airline.  We believe this plan has merit and deserves
the chance to unfurl -- it just makes good sense at this time."

Headquartered in Dulles, Virginia, Atlantic Coast Airlines is one
of the leading operators of regional jets in the U.S., with more
than 1,600 pilots and a current fleet of 142 aircraft, including
112 regional jets.

Founded in 1931, ALPA is the world's oldest and largest pilots'
union, representing 66,000 pilots at 42 airlines in the U.S. and
Canada.  Visit the ALPA web site at http://www.alpa.org.

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


AUDIOVOX CORPORATION: Appoints Grant Thornton as New Auditors
-------------------------------------------------------------
Audiovox Corporation (Nasdaq: VOXX) announced that, pursuant to
the recommendation of its Audit Committee and its Board of
Directors, the Company has appointed Grant Thornton LLP, the fifth
largest global accounting firm, as its independent auditors.  

Grant Thornton LLP, replaces KPMG LLP, effective October 16, 2003
and will conduct the fiscal year 2003 audit.
    
The decision to change auditors was made as part of the Audit
Committee's desire to follow policies consistent with sound
corporate governance, such as the suggested periodic rotation of
auditors.  The Company would like to thank KPMG LLP for its many
years of service as its public accounting firm.

Grant Thornton is a leading global accounting, tax, and business
organization dedicated to serving the needs of middle-market
companies. Founded in 1924, Grant Thornton LLP serves public and
private middle-market clients through 51 offices in the United
States and in 585 offices in 110 countries through members firms
in Grant Thornton International.

Audiovox Corporation is an international leader in the marketing
of cellular telephones, mobile security and entertainment systems,
and consumer electronics products. The Company conducts its
business through two subsidiaries and markets its products both
domestically and internationally under its own brands. It also
functions as an OEM (Original Equipment Manufacturer) supplier to
several customers. For additional information, visit
http://www.audiovox.com

                        *   *   *

As reported in Troubled Company Reporter's June 10, 2003 edition,
the Company's cash position as of February 28, 2003 was $43
million. In addition as of February 28, 2003, the Company had no
direct borrowings under its main bank facility. The Company has
requested waivers from its bank group on covenant violations
related to income tests for all of fiscal 2002 and timely delivery
of financial statements for the year ended November 30, 2002 and
the quarter ended February 28, 2003.


AURA SYSTEMS: Needs Additional Financing to Continue Operations
---------------------------------------------------------------
In connection with the audit of Aura Systems Inc.'s consolidated
financial statements for the year ended February 28, 2003, the
Company received a report from its independent auditors that
includes an explanatory paragraph describing uncertainty as to the
Company's ability to continue as a going concern.

The Company's consolidation and reduction of the scope of its
operations has resulted in several writedowns of assets, which
have occurred over time as the Company determines, based on its
current information, that such asset is impaired. Further
writedowns may occur and would occur were the Company to cease
operations.  The  Company continues to experience acute liquidity
challenges. The Company had cash of approximately $100,000 and
$200,000 at August 31 and February 28, 2003, respectively. For the
six months ended August 31, 2003 and the year ended February 28,
2003, the Company incurred a net loss of approximately $5,800,000
and $16,100,000, respectively, on net revenues of approximately
$500,000 and $1,100,000, respectively. The Company had working
capital deficiencies at August 31 and February 28, 2003 of
approximately $12,400,000 and $15,600,000, respectively.  These
conditions, combined with the Company's historical operating
losses, raise substantial doubt as to the Company's ability to
continue as a going concern. At September 30, 2003, the Company
had approximately $300,000 of cash.

The Company requires additional debt or equity financing to fund
ongoing operations. The Company is seeking to raise additional
capital; however, there can be no assurance that the Company will
raise sufficient capital to fund ongoing operations. The issuance
of additional shares of equity in connection with such financing
could dilute the interests of existing stockholders of the Company
and such dilution could be substantial. The Company must increase
its authorized shares in order to be able to sell common equity
and intends to propose to stockholders such action as well as a
reverse stock split of its common shares; there can be no
assurance that either such action will be approved. The inability
to secure additional funding could result in the Company having to
cease operations.
  
The cash flow generated from the Company's operations to date has
not been sufficient to fund its working capital needs, and the
Company does not expect that operating cash flow will be
sufficient to fund its working capital needs in its fiscal year
ending February 28, 2004. In order to maintain liquidity, the
Company has relied and continues to rely upon external sources of
financing, principally equity financing and private and bank
indebtedness. The Company expects to fund any operating shortfall
in the current fiscal year from cash on hand, sales of non-core
assets and external financings. Currently, the Company has no firm
commitments from third parties to provide additional financing and
there can be no assurance that financing will be available at the
times or in the amounts required. If financing cannot be arranged
in the amounts and at the times required, the Company has said it
will cease operations. The Company has no bank line of credit. The
Company is currently in default on many of its payment obligations
and needs to restructure its existing obligations.  Management is
seeking to raise financing for the Company and to restructure the
Company's obligations but there can be no assurance that the
Company will be successful.

The Company's ability to continue as a going concern is dependent
upon the successful achievement of profitable operations and the
ability to generate sufficient cash from operations and financing
sources to meet its obligations.       


BAC SYNTHETIC: Fitch Takes Rating Actions on Various Classes
------------------------------------------------------------
Fitch Ratings has downgraded one class, affirmed two classes and
upgraded two classes of notes issued by BAC Synthetic CLO 2000-1
Limited, a synthetic balance sheet collateralized loan obligation
established by Bank of America Securities CLO Corporation II to
provide credit protection on a $10 billion portfolio of investment
grade, corporate debt obligations.

The following ratings actions have been taken:

     -- $25,000,000 class E notes downgraded to 'D' from 'C';
     -- $265,000,000 class A notes affirmed at 'AAA';
     -- $100,000,000 class D notes affirmed at 'CC';
     -- $250,000,000 class B notes upgraded to 'A+' from 'A';
     -- $100,000,000 class C notes upgraded to 'BBB-' from 'BB'.

Under the terms of the transaction, Bank of America had the option
to terminate the transaction beginning Oct. 14, 2003, and on each
April and Oct. 14 thereafter. Bank of America chose not to
terminate the swap on Oct. 14, 2003. Consequently, Bank of America
settled all net losses to date on the reference assets that
experienced credit events. Simultaneously, Bank of America
provided an additional $60 million in credit enhancement for the
benefit of the remaining outstanding notes, if Bank of America
chose not to exercise the optional termination.

Subsequently, an anomaly occurred whereby the class D notes
experienced a partial write down of principal and then obtained
upsized credit enhancement. The class E notes have been completely
written down, and do not benefit from the additional credit
enhancement. However, the class B & C notes, which were not
affected by the realization of losses on the credit events, gained
additional credit enhancement and were upgraded.


BANC OF AMERICA: Fitch Assigns Low-Bs to Classes 1-B-4 & 1-B-5
--------------------------------------------------------------
Banc of America Mortgage Securities, Inc., series 2003-8, mortgage
pass-through certificates, is rated by Fitch Ratings as follows:

   Group 1 certificates:

     -- $295,482,999 classes 1-A-1 through 1-A-13, and 1-A-WIO,
        'AAA';

     -- $100 class 1-A-R, 'AAA';

     -- $4,608,000 class 1-B-1, 'AA';

     -- $1,844,000 class 1-B-2, 'A';

     -- $921,000 class 1-B-3, 'BBB';

     -- $615,000 class 1-B-4, 'BB';

     -- $461,000 class 1-B-5, 'B'.

   Group 2 certificates:

     -- $181,568,000 classes 2-A-1 through 2-A-6, and 2-A-WIO,
        'AAA'.

   Group 3 certificates:

     -- $159,681,000 classes 3-A-1 through 3-A-10, and 3-A- WIO,
        'AAA'.

   and certificates of all three groups:

     -- $5,787,943 class A-PO, 'AAA'.

The 'AAA' ratings on the group 1 senior certificates reflect the
2.90% subordination provided by the 1.50% class 1-B-1, 0.60% class
1-B-2, 0.30% class 1-B-3, 0.20% privately offered class 1-B-4,
0.15% privately offered class 1-B-5 and 0.15% privately offered
class 1-B-6, which is not rated by Fitch.

The 'AAA' ratings on the group 2 senior certificates reflect the
1.10% subordination provided by the 0.50% class 2-B-1, 0.15% class
2-B-2, 0.20% class 2-B-3, 0.10% privately offered class 2-B-4,
0.05% privately offered class 2-B-5 and 0.10% privately offered
class 2-B-6. Classes 2-B-1, 2-B-2, 2-B-3, and the privately
offered classes 2-B-4, 2-B-5, and 2-B-6 are not rated by Fitch.

The 'AAA' ratings on the group 3 senior certificates reflect the
2.70% subordination provided by the 1.45% class 3-B-1, 0.50% class
3-B-2, 0.30% class 3-B-3, 0.15% privately offered class 3-B-4,
0.15% privately offered class 3-B-5 and 0.15% privately offered
class 3-B-6. Classes 3-B-1, 3-B-2, 3-B-3, and the privately
offered classes 3-B-4, 3-B-5, and 3-B-6 are not rated by Fitch.

The ratings also reflect the quality of the underlying collateral,
the capabilities of Bank of America Mortgage, Inc. as servicer
(rated 'RPS1' by Fitch), and Fitch's confidence in the integrity
of the legal and financial structure of the transaction.

The transaction is secured by three pools of mortgage loans, which
respectively collateralize the groups 1, 2 and 3 certificates. The
three mortgage pools are not cross-collateralized. The class A-PO
consists of three separate components that are not severable.

The group 1 collateral consists of recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
four-family residential mortgage loans with original terms to
stated maturity ranging from 240 to 360 months. The weighted
average original loan-to-value ratio for the mortgage loans in the
pool is approximately 67.61%. The average balance of the mortgage
loans is $500,360 and the weighted average coupon of the loans is
5.984%. The weighted average FICO credit score for the group is
736. Second homes comprise 7.06% of the group 1 loans and there
are no investor-occupied loans. Rate/Term and cashout refinances
represent 50.91% and 14.97%, respectively, of the group 1 mortgage
loans. The states that represent the largest portion of mortgage
loans are California (49.99%), Virginia (7.61%), and Florida
(5.87%). All other states comprise less than 5% of the group 1
loans.

The group 2 collateral consists of recently originated,
conventional, fixed-rate, fully amortizing, first lien, single
family residential mortgage loans with original terms to stated
maturity ranging from 120 to 180 months. The weighted average OLTV
for the mortgage loans in the pool is approximately 56.83%. The
average balance of the mortgage loans is $516,327 and the weighted
average coupon of the loans is 5.338%. The weighted average FICO
credit score for the group is 739. Second homes comprise 3.98% of
the group 2 loans and there are no investor-occupied loans.
Rate/Term and cashout refinances represent 72.97% and 19.90%,
respectively, of the group 2 mortgage loans. The states of
California (64.07%) and Florida (6.98%) represent the largest
portion of mortgage loans. All other states comprise less than 5%
of the group 2 loans.

The group 3 collateral consists of recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
three-family residential mortgage loans with original terms to
stated maturity ranging from 240 to 360 months. The weighted
average OLTV for the mortgage loans in the pool is approximately
64.56%. The average balance of the mortgage loans is $512,047 and
the weighted average coupon of the loans is 5.786%. The weighted
average FICO credit score for the group is 739. Second homes and
investor-occupied loans comprise 4.37% and 0.23%, respectively, of
the group 3 loans. Rate/Term and cashout refinances represent
62.52% and 15.74%, respectively, of the group 3 mortgage loans.
All of the mortgage loans in group 3 are from the state of
California.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

Banc of America Mortgage Securities, Inc. deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust. For federal income tax
purposes, an election will be made to treat the trust as a real
estate mortgage investment conduit. Wells Fargo Bank Minnesota,
National Association will act as trustee.


BETHLEHEM STEEL: Court Clears Severance Settlement Procedures
-------------------------------------------------------------
Bethlehem Steel Corporation and its debtor-affiliates sought and
obtained Court approval for their proposed procedures to settle
potential disputes with former employees arising from their
alleged obligations to make severance allowance payments to former
employees under the Severance Plan.

                     The Severance Plan

Since January 1, 1990, pursuant to the Debtors' Severance
Allowance Plan for Eligible Salaried Employees, the Debtors
maintained a plan to provide severance allowances to certain
employees whose employment was involuntarily terminated.

Until February 1, 2003, the formula to determine the Severance
Allowance of an eligible employee under the Severance Plan was
calculated based on a gross amount derived from the employee's
final weekly pay and the number of years of continuous service,
less certain benefits paid to or on behalf of the employee.

The Debtors amended the Severance Plan in March 2003 to
eliminate, effective February 1, 2003, the reduction of the
Severance Allowance by the Pension Offset and Retiree Health
Offset  -- the Retiree Offsets -- in recognition of the
likelihood of the impending:

   -- termination of retiree health care benefits as a result of
      the Debtors' request to terminate its retiree health care
      benefits, which termination occurred on March 31, 2003; and

   -- reduction in pension benefits as a result of Pension
      Benefit Guaranty Corporation's complaint filed on
      December 18, 2002 in the U.S. District Court for the
      Eastern District of Pennsylvania to terminate and assume
      trusteeship of the Debtors' pension plan which termination
      occurred as of December 18, 2002 and assumption of
      trusteeship, which occurred on April 30, 2003.

                     The Laid Off Employees

From the Petition Date through January 31, 2003, the Debtors laid
off 475 employees who consider, or the Debtors believed to
consider themselves, eligible for Severance Allowances under the
Severance Plan.  Of the 475 Laid Off Employees, 108 sought
payment of Severance Allowance claims as administrative expenses
pursuant to a request filed on May 22, 2003 -- the Severance
Claimants.

The Debtors are also obtained the Court's approval of a
stipulation settling the Severance Claimants' claims for
Severance Allowances based on a formula that takes into account
the reduced value of the pension and retiree health care benefits
provided to employees whose employment the Debtors involuntarily
terminated from the Petition Date through January 31, 2003, and
reduces the remaining amount by 30% to reflect the uncertainty
and legal expenses avoided by the Severance Claimants by settling
their claims.

Many of the Laid Off Employees, other than the Severance
Claimants, contacted the Debtors concerning Severance Allowances
and have filed proofs of claim for Severance Allowances, some of
which seek allowance and payment of the claims as administrative
expense claims.  The Debtors believe that many other Remaining
Laid Off Employees will make additional requests for Severance
Allowance after learning of the terms of the Stipulation between
them and the Severance Claimants.

                 The Settlement Procedure

In anticipation of requests by Remaining Laid Off Employees for
additional Severance Allowance payments, and to promote the
equitable treatment of the Debtors' employees through a
consistent treatment of similarly situated employees, the Debtors
will implement a settlement procedure that will offer
Severance Allowance payments to the Remaining Laid Off Employees.

The Debtors will use the same formula used to determine the
Severance Claimants' Severance Allowance payments pursuant to the
Stipulation, in exchange for the release by any accepting
Remaining Laid Off Employee of any and all claims for Severance
Allowance.

After determining the amount of Severance Allowance payment to
offer to each Remaining Laid Off Employee, the Debtors will
send a letter to each Remaining Laid Off Employee explaining the
Severance Formula and the payments made to the Severance
Claimants.

Each letter the Debtors will send to a Remaining Laid Off
Employee eligible for payments under the Severance Formula will
be accompanied by a check for the payment, and will clearly
indicate that negotiation of the check by the Remaining Laid Off
Employee will constitute a waiver of any and all of its claims
for payment under the Severance Plan based on the termination of
employment with the Debtors.

The Remaining Laid Off Employees who are not eligible for
payments under the Severance Formula will also be sent letters
informing them of their ineligibility for additional Severance
Allowance payments.

The aggregated payment amount proposed under the Settlement
Procedure is $4,000,000. (Bethlehem Bankruptcy News, Issue No. 44;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


BUDGET GROUP: U.K. Administrators Depose Skadden Arps  
-----------------------------------------------------
Simon Freakley and Gurpal Singh Johal, as Administrators of
BRACII's insolvency proceedings in the High Court of Justice,
Chancery Division, in London, England, began to depose by oral
examination Skadden Arps Slate Meagher & Flom officers,
directors, and managing agents beginning September 26, 2003 at
the offices of Richards, Layton & Finger, P.A. at One Rodney
Square in Wilmington, Delaware, in connection with the
Administrators' efforts to resolve the issues on the allocation
of sale proceeds between the U.S. Debtors and BRACII.

Skadden was asked to produce:

   (A) The 1965 Trademark License Agreement

        (1) Documents referring or relating to the 1965 Trademark
            License Agreement between BRACC and BRACII, including
            but not limited to documents referring or relating to
            the termination of that agreement, or to the
            acquisition or assignment of that agreement by or to
            Cendant;

        (2) Documents referring or relating to the acquisition by
            Cendant of intellectual property, license or other
            legal rights in the trademarks, brand names, brands
            or franchises used by BRACC or BRACII in their
            businesses, including but not limited to the brands
            "Budget" and "Budget Rent-A-Car" or any combination
            of those terms, whatever the language, in any place
            in the world; and

        (3) Documents referring or relating to the ownership of
            or rights to use the names "Budget", "Budget Rent-A-
            Car" or other brands and trademarks used by BRACC or
            BRACII, anywhere in the world.

   (B) The 2002 Trademark License Agreement

        (1) Documents relating to the negotiation of the 2002
            Trademark License Agreement;

        (2) Documents relating to the operation of the 2002
            Trademark License Agreement;

        (3) All drafts of the 2002 Trademark License Agreement;

        (4) All drafts of any sublicense permitted pursuant to
            the 2002 Trademark License Agreement;

        (5) All documents concerning any sublicense permitted
            pursuant to the 2002 Trademark License Agreement;

        (6) All documents concerning any agreement or amendment,
            or proposed agreement or amendment, between BRACC and
            any sublicensee, as required, defined and described
            in the 2002 Trademark License Agreement; and

        (7) All documents concerning or constituting
            communications with BRACII, or BRACC, relating to the
            2002 Trademark License Agreement.

   (C) Cendant Acquisition Documents

        (1) Documents relating to, reflecting or evidencing
            negotiations with Cendant concerning termination of
            the 1965 Trademark License Agreement;

        (2) Documents relating to, reflecting or evidencing any
            negotiations concerning any potential sale of any or
            all of the assets of BRACC, BRACII, or any other
            Budget Group, Inc. subsidiary or affiliate to Cendant
            or any other entity;

        (3) All drafts of the Asset and Stock Purchase Agreement;

        (4) Documents referring or relating to the ASPA,
            including but not limited to documents reflecting the
            negotiation and drafting of the ASPA;

        (5) Documents concerning the "Retained Business" that was
            excluded from the Cendant acquisition;

        (6) Documents referring or relating to negotiations or
            discussions regarding what business would comprise
            the "Retained Business" to be excluded from the
            Cendant acquisition;

        (7) Documents referring or relating to the matter of
            whether the 2002 Trademark License Agreement allowed
            BRACC to continue to license to BRACII the Budget
            trademark for use in the EMEA;

        (8) Documents referring or relating to the terms of any
            sublicense by BRACC to BRACII of the Budget
            trademark, under the 2002 Trademark License Agreement
            or otherwise;

        (9) Documents regarding the subject of BRACII's
            continuing right, if any, to use the Budget trademark
            after the Cendant acquisition; and

       (10) Operations documents concerning any services
            performed by BRACC or any of its non-BRACII
            affiliates for the benefit of BRACII or its
            subsidiaries after the closing of the Cendant sale.

   (D) Intercompany Claims Documentation

        (1) Documents concerning all intercompany transactions,
            including the advancement of money, between BRACC and
            BRACII since January 1, 2000;

        (2) Documents concerning the treatment on BRACC's books
            and records of any intercompany receivables due from
            BRACII since January 1, 2000; and

        (3) Documents concerning the treatment on BRACII's books
            and records of any intercompany obligations due to
            BRACC since January 1, 2000.

   (E) General Financial Information

        (1) Valuations, including drafts, of BGI, including but
            not limited to:

            (a) Quarterly and annual financial statements of BGI
                from January 1, 2000 to the present;

            (b) Annual reports prepared for BGI from January 1,
                2000 to the present;

            (c) All opinions, letters, reports, studies,
                analyses, or, documents which refer or relate to
                BGI, the value of BGI or any of its assets,
                subsidiaries, divisions or securities; and

            (d) Any investigation, study and analysis requested,
                conducted, reviewed or received by Skadden with
                regard to any aspect of the value, ownership,
                control, management or capital structure of any
                of BGI, BRACC or BRACII;

        (2) Valuations, including drafts, concerning BRACC, its
            assets or any of its parts including:

            (a) Quarterly and annual financial statements of
                BRACC from January 1, 2000 to the present;

            (b) Annual reports prepared for BRACC from January 1,
                2000 to the present;

            (c) All opinions, letters, reports, studies,
                analyses, or documents which refer or relate to
                BRACC, the value of BRACC or any of its assets or
                securities; and

            (d) Any investigation, study and analysis requested,
                conducted, reviewed or received by Skadden with
                regard to any aspect of BRACC's value, ownership,
                control, management or capital structure;

        (3) Valuations, including drafts, concerning BRACII, its
            assets or any of its parts including:

            (a) All opinions, letters, reports, studies,
                analyses, or documents which refer or relate to
                BRACII, the value of BRACII or any of its parts,
                assets or securities; and

            (b) Any investigation, study and analysis requested,
                conducted, reviewed or received by Skadden with
                regard to any aspect of the value, ownership,
                control, management or capital structure of
                BRACII;

        (4) Valuations, including drafts, concerning the Retained
            Business as defined in the ASPA, its assets or any of
            its parts including:

            (a) All opinions, letters, reports, studies,
                analyses, or documents which refer or relate to
                the Retained Business, the value of the Retained
                Business or any of its parts, assets or
                securities; and

            (b) Any investigation, study and analysis requested,
                conducted, reviewed or received by you with
                regard to any aspect of the value, ownership,
                control, management or capital structure of the
                Retained Business;

        (5) Documents concerning BRACII's financial contribution
            and/or proportional value to BGI and its affiliates;

        (6) Documents concerning BRACC's financial contribution
            or proportional value to BGI and its affiliates;

        (7) Valuations, including drafts, of the trade name and
            trademark "Budget" and similar names and marks,
            including, but not limited to their valuations in:

            (a) the worldwide market;

            (b) the United States, Canada and Puerto Rico;

            (c) the EMEA; and

            (d) any other country or geographic market;

        (8) Any and all documents identifying any capital
            expenditures made by BRACC during the period
            January 1, 2000 to present;

        (9) Any and all financial information relating to BRACC
            at any time from January 1, 2000 through the present,
            including, but not limited to statements of profit
            and loss, cash flow, balance sheets, and all other
            financial information relating to the financial
            condition or operations of BRACC or BRACII in each
            and every territory in which any of those companies
            or their subsidiaries operate, whether created by
            BRACC or delivered to BRACC from any other source;

       (10) Documents sufficient to identify each franchise
            relationship maintained by BRACC at any time from
            January 1, 2000 through the present, including,
            without limitation, each and every franchise
            agreement between BRACC, any BRACC subsidiary other
            than BRACII, and any franchiser;

       (11) All documents showing reports of revenue or earnings
            generated by any BRACC franchisee or subsidiary other
            than BRACII; and

       (12) All documents relating in any way to the value of any
            BRACC franchise or subsidiary other than BRACII.
            (Budget Group Bankruptcy News, Issue No. 27;
            Bankruptcy Creditors' Service, Inc., 609/392-0900)    


BURLINGTON: Seeks to Sell Stokedale Center to Generation for $2M
----------------------------------------------------------------
As part of their reorganization strategy, the Burlington Debtors
continue to seek, to dispose through sale, assignment or
otherwise, assets that are not necessary to their ongoing business
operations.  In connection with these efforts, the Debtors
identified their Stokesdale Distribution Center located in
Guilford County, North Carolina as an unproductive asset.  The
Stokesdale Center has been vacant since December 2002, several
months after the Debtors sold the Burlington House Consumer
Products Division to Springs Industries, Inc.

                        Marketing Efforts

Rebecca L. Booth, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, relates that the Debtors began extensive
marketing efforts to sell the Stokesdale Center in January 2003.  
The Marketing Efforts included posting the Stokesdale Center with
several economic developers in North Carolina, placing an auction
sign on the building and having numerous discussions with
interested parties about the Stokesdale Center.

Between January 2003 and August 2003, the Debtors contacted, or
were contacted by six potential purchasers.  Of the six Potential
Purchasers, two made initial offers to purchase the Stokesdale
Center.  Subsequently, the Debtors asked the Competing Bidders to
complete their due diligence and present their best and final
offers for the Stokesdale Center by July 23, 2003.  Generation
II, LLC and another Competing Bidder submitted written bids with
cash offers to purchase the Stokesdale Center.  

The Debtors scheduled an auction to be held on July 29, 2003.  
The parties that submitted written bids were invited to
participate in the auction.  Unfortunately, prior to the auction,
Generation and the Competing Bidder raised a number of questions,
including environmental issues, costs of removing obsolete
conveyor and racking systems and roof issues, which resulted in
the reduction of their initial bids.  Consequently, the highest
offer received for the Stokesdale Center was $2,100,000.

In light of the lowered bids, the Debtors decided to delay the
auction and began re-marketing efforts.  Not finding additional
potential bidders and not receiving any higher offers,
thereafter, the Debtors determined to proceed with an auction on
October 7, 2003.  At the conclusion of the Auction, the Debtors
determined that Generation submitted the highest and best offer.

                     Purchase Agreement

The Debtors believe that the sale of the Stokesdale Center to
Generation, on the terms and conditions of their Purchase
Agreement, will:

    (a) generate the maximum value for the Stokesdale Center;

    (b) permit the Debtors to concentrate its attention and
        resources on the reorganization of its remaining
        businesses; and

    (c) relieve the Debtors of certain expenses related to the
        maintenance of the Center.

Pursuant to the parties' Purchase Agreement, Burlington will sell
the Stokesdale Center to Generation free and clear of all liens.  
Other significant terms of the Purchase Agreement are:

A. Purchase Price

    The purchase price is $2,100,000.  The Purchase Price will be
    paid to the Debtors in two payments:

       (1) $105,000 in earnest money, which was paid upon
           acceptance of the Purchase Agreement; and

       (b) $1,995,000 in cash at the Closing.

B. The Property

    At the Closing, the Debtors will sell, transfer and convey to
    Generation the Stokesdale Distribution Center, which includes
    124 acres, all buildings and improvements, all fixtures and
    appurtenances and all related personal property.

C. As-Is Purchase
  
    Generation acknowledges and agrees that it is purchasing the
    Stokesdale Center "as-is", "where-is" and "with all faults"
    without any warranties, representations or guarantees, either
    expressed or implied, of any kind, nature, or type whatsoever
    from, or on behalf of, the Debtors.

D. The Closing

    The Closing will occur within three business days after the
    entry of the Sale Order, but in no event later than
    November 15, 2003.  At the Closing, the Debtors will execute
    and deliver a quitclaim deed, unless, pursuant to state law a
    quitclaim deed does not convey title insurable by a title
    company, in which case the conveyance will be by special or
    limited warranty deed, and certain related documents to
    Generation, and Generation will pay the Purchase Price.

E. Conditions to the Closing

    The Closing is subject to these conditions:

       (a) that the title be good, marketable, fee simple and
           insurable;

       (b) that the Stokesdale Center be in substantially the same
           condition as of the date of the offer; and

       (c) that the Debtors cause a Sale Order to allow the
           closing to occur no later than November 15, 2003.

                      Sale Should Be Approved

Ms. Booth asserts that the Debtors' request is warranted because:

    (a) The Debtors exercised its sound business judgment in the
        Stokesdale Center Sale;

    (b) The marketing efforts have provided adequate and
        reasonable notice of the proposed sale of the Stokesdale
        Center;

    (c) The Purchase Price is fair and reasonable; and

    (d) The Purchase Agreement was negotiated in the utmost good
        faith and at arm's length.  

Ms. Booth notes that the Stokesdale Center is an unproductive
asset that has remained vacant for 10 months, while causing the
Debtors to incur ongoing maintenance costs, taxes and utility
costs.  The proposed sale will permit the Debtors to monetize the
Stokesdale Center and relieve its estate of the ongoing costs
associated with the ownership of the Stokesdale Center.

Furthermore, the Debtors provided the Sale Notice of the
Stokesdale Center, and have extended the opportunity to purchase
the Stokesdale Center, to interested purchasers on a nationwide
basis.  In addition, each Potential Purchaser was invited to
submit bids for the Stokesdale Center on a competitive basis
without any restrictions.

With respect to the Purchase Price, Generation's offer was the
best offer for the Stokesdale Center received by the Debtors
during the entire period and made under competitive bidding
conditions.

Accordingly, the Debtors ask the Court to approve the Stokesdale
Purchase Agreement and authorize them to sell the Stokesdale
Center to Generation free and clear of all liens.

The Debtors believe that all lien holders could be compelled to
accept a monetary satisfaction of their existing property
interest.  All the Liens will attach to the proceeds of the sale
with the same force and effect as the property interest
previously attached to the Stokesdale Center; provided, that all
of the Debtors' claims, defenses and objections with respect to
the amount, validity or priority of each Lien and the underlying
liabilities are expressly preserved. (Burlington Bankruptcy News,
Issue No. 41; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


CALPINE CORP: Signs Two-Year Energy Agreement with Reliant
----------------------------------------------------------
Calpine Corporation (NYSE: CPN), a leading North American power
company and the largest independent power producer in Texas, has
finalized a two-year agreement to supply electricity to Reliant
Energy Electric Solutions, LLC of Houston, Texas. Under the terms
of the agreement, Calpine will supply 150 megawatts beginning Jan.
1, 2004, increasing to 250 megawatts on Jan. 1, 2005.

Calpine's energy agreement is designed to provide Reliant with
daily scheduling flexibility and access to Calpine's fully
integrated system in Texas including 11 energy-efficient power
plants, totaling approximately 6,400 megawatts. Calpine's
facilities are strategically located throughout the Electric
Reliability Council of Texas (ERCOT). Reliant, the second largest
retail power company in Texas, will pay Calpine a fixed capacity
payment and a variable energy payment for electricity purchased.

"With the breadth and quality of our power portfolio and ERCOT's
market structure, Calpine is able to offer energy products to
retail electricity providers to help them better manage their load
requirements," said Carey Jordan, vice president of power
marketing for Calpine. He added, "This is a good example of
companies leveraging their combined strengths to enhance value for
electricity end users."

The company continues to execute its strategy of contracting the
majority of its output under long-term power contracts.  Year-to-
date, Calpine has signed power sales contracts totaling in excess
of 5,300 megawatts, including 20 contracts totaling 2,000
megawatts in the ERCOT market.  In addition, the company recently
announced two large power contracts.  Earlier this month, Calpine
signed a term sheet for a ten-year power sales agreement with San
Diego Gas & Electric for the full output of Calpine's 570-megawatt
Otay Mesa Energy Center currently under construction.  The second
agreement, also announced this month, is with the Mexican utility
Comision Federal de Electricidad for a 525-megawatt, 25-year
supply of electricity from Calpine's and Mitsui's proposed gas-
fired energy center to be built in Mexico.
    
Reliant provides a complete suite of energy products and services
to approximately 1.7 million electricity customers in Texas
ranging from residences and small businesses to large commercial,
industrial and institutional customers.  Reliant also serves large
commercial, industrial and institutional clients in the PJM
(Pennsylvania, New Jersey, Maryland) Interconnection.
    
Calpine Corporation is a leading North American power company
dedicated to providing electric power to wholesale and industrial
customers from clean, efficient, natural gas-fired and geothermal
power facilities.  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 900 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.

                     *      *       *

As reported in the Troubled Company Reporter's October 23, 2003
edition, Moody's Investors Service changed its 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. Calpine, for its part, reaffirmed that 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.


C-BASS: Fitch Downgrades Class B-2 Rating to B
----------------------------------------------
Fitch Ratings has taken the following rating actions on 3 C-Bass
issues:

   Series 2001-CB1:

     -- Classes A3-F & A1-A are affirmed at 'AAA';
     -- Class M-1 is affirmed at 'AA';
     -- Class M-2 is affirmed at 'A';
     -- Class B-1 is affirmed at 'BBB';
     -- Class B-2 is affirmed at 'BBB-'.

   Series 2001-CB2:

     -- Classes A2-F, A3-F & A1-A are affirmed at 'AAA';
     -- Class M-1 is affirmed at 'AA';
     -- Class M-2 is affirmed at 'A';
     -- Class B-1 is affirmed at 'BBB';
     -- Class B-2 is downgraded to 'B' from 'BB'.

   Series 2001-CB3:

     -- Class A1A is affirmed at 'AAA';
     -- Class M-1 is affirmed at 'AA';
     -- Class M-2 is affirmed at 'A';
     -- Class B-1 is affirmed at 'BBB';
     -- Class B-2 is affirmed at 'BB'.

The affirmations on these classes reflect credit enhancement
consistent with future loss expectations.

The downgrade of C-Bass 2001-CB2 class B-2 to 'B' reflects the
depletion of overcollateralization and a reduction in the amount
of excess spread which would otherwise be available to cover
losses. In addition, 90+ delinquencies are approximately 60% of
the current pool, and cumulative losses are 3.79% of the initial
pool. Approximately 13% of the current pool and 8.0% of the 90+
delinquencies consists of FHA/VA loans.


CENTERPOINT ENERGY: Sells Final International Asset to Corbin
-------------------------------------------------------------
CenterPoint Energy, Inc. (NYSE: CNP) announced the sale of its
remaining international asset, a 25 percent indirect interest in
Rain Calcining Ltd. in Hyderabad, India, to Corbin Holdings, Inc.  
As a result of the sale, the company will record a small gain in
2003.  Terms of the agreement were not disclosed.

Rain is a five-year-old coke calcining plant that cogenerates 54
megawatts of electricity and sells it into the local power market.

"This sale of Rain completes our strategy of exiting the
international energy market," said David McClanahan, president and
chief executive officer for CenterPoint Energy.  "We are committed
to keeping CenterPoint Energy focused on our core businesses of
energy delivery in the U.S."

CenterPoint Energy, Inc., headquartered in Houston, Texas, is a
domestic energy delivery company that includes electric
transmission and distribution, natural gas distribution and sales,
interstate pipeline and gathering operations, and more than 14,000
megawatts of power generation in Texas.  The company serves nearly
five million customers primarily in Arkansas, Louisiana,
Minnesota, Mississippi, Missouri, Oklahoma, and Texas.  Assets
total approximately $20 billion.  CenterPoint Energy became the
new holding company for the regulated operations of the former
Reliant Energy, Incorporated in August 2002.  With more than
11,000 employees, CenterPoint Energy and its predecessor companies
have been in business for more than 130 years.  For more
information, visit the Web site at
http://www.CenterPointEnergy.com

                         *   *   *

As reported in Troubled Company Reporter's March 5, 2003 edition,
Fitch Ratings affirmed the outstanding credit ratings of
CenterPoint Energy, Inc., and its subsidiaries CenterPoint Energy
Houston Electric LLC and CenterPoint Energy Resources Corp.  The
Rating Outlook for all three companies remains Negative.

          The following ratings were affirmed by Fitch:

                    CenterPoint Energy, Inc.

        -- Senior unsecured debt 'BBB-';
        -- Unsecured pollution control bonds 'BBB-';
        -- Trust originated preferred securities 'BB+';
        -- Zero premium exchange notes 'BB+'.

              CenterPoint Energy Houston Electric, LLC

        -- First mortgage bonds 'BBB+';
        -- $1.3 billion secured term loan 'BBB'.

               CenterPoint Energy Resources Corp.

        -- Senior unsecured notes and debentures 'BBB';
        -- Convertible preferred securities 'BBB-'.


COEUR D' ALENE: Reports Improved 3rd Quarter & 9 Months Results
---------------------------------------------------------------
Highlights
    
-- Third quarter silver production of 3.3 million ounces at
   average cash cost of $3.04 per ounce

-- Gold production of 31,000 ounces in the third quarter
    
-- First nine months silver production of 10.7 million ounces at
   an average cash cost of $3.24 per ounce
    
-- Nine months gold production of 93,000 ounces
    
-- Cerro Bayo/Martha mines produced 1.2 million silver ounces in
   recent quarter, and 15,000 gold ounces, at cash costs of     
   $1.18 per ounce/silver
    
-- Nine months operating cash flow (before working capital
   changes) of $5.0 million compared to $(13.2) million in
   2002's comparable period
    
-- Crusher relocation successfully completed at Rochester, on
   time and within budget.  Cash costs at Rochester have
   steadily declined during the year with completion of project
   to $3.66 per ounce in 3Q
    
-- $76.0 million raised in oversubscribed 23.7 million-share
   common stock offering
    
-- A total of $94.2 million in cash and short term investments     
   at September 30
    
-- Total debt now just 8.7% of total capital, putting Coeur in
   strongest financial position in close to a decade
    
-- Standard & Poor's rating agency issues positive outlook for
   Coeur CIBC World Markets initiates analyst coverage
    
-- Success in South America leads to 35% expansion of
   exploration budget

"Coeur continued to report stronger financial results in the third
quarter and first nine months compared to last year, fueled by
consistent production, reduced cash costs and increased metals
prices," said Dennis E. Wheeler, Chairman and Chief Executive
Officer.  "With the success of our recent equity offering, Coeur
is now in its best financial position in nearly a decade, with no
net debt and available liquidity approaching $100 million.  
Meanwhile, we are moving ahead with final feasibility studies at
our San Bartolome and Kensington development projects, which we
expect will significantly increase the diversity of Coeur's asset
base and future production and lower overall operating costs.
    
"Our South American mines -- the Cerro Bayo and Martha --
continued to contribute strong production and cash flow, by
increasing their silver equivalent ounces over last year's third
quarter and first nine months, at an extremely low production
cost.  Because of our exploration success around these two new and
highly prospective properties, we have increased our exploration
budget in South America by 35 percent for the remainder of this
year.  We anticipate additional high-grade reserve increases there
by year-end.
    
"The major crusher relocation project was completed at Rochester,
and we lowered cash costs there to $3.66 per ounce of silver in
the third quarter, a reduction of 15 percent from the second
quarter, and 43 percent below first quarter costs.
    
"Also, at Silver Valley, our oldest and most long-lived reserve,
we have initiated the long-term expansion plan designed to
increase reserves and production, and to lower operating costs.  
By 2006, we expect a record seven million ounces of silver
production from Silver Valley, with average cash costs of below $4
per ounce," Mr. Wheeler added.

                      Financial Summary
    
Coeur d'Alene Mines Corporation (NYSE: CDE), the world's largest
primary silver producer, reported third quarter 2003 metals sales
of $23.4 million, compared to $24.4 million in the same period
last year, due primarily to the temporary suspension of operations
at Silver Valley during the quarter to prepare the mine for its
long-term expansion plan.  For the first nine months of 2003,
Company metals sales were $78.1 million, an increase of 29 percent
from $60.5 million reported during in the same period last year.
    
For the third quarter, Coeur realized an average silver price of
$4.77 per ounce compared to an average realized price during last
year's third quarter of $4.65 per ounce.  For its gold sales,
Coeur realized an average price of $353 per ounce during the third
quarter compared to an average gold price of $315 per ounce during
the same period last year.
    
For the first nine months, Coeur realized an average silver price
of $4.71 per ounce compared to an average realized price during
last year's period of $4.67 per ounce.  For its gold sales, Coeur
realized an average price of $341 per ounce in the first nine
months of this year compared to an average gold price of $306 per
ounce during the same period last year.

Third quarter production totaled 3.3 million ounces of silver and
31,000 ounces of gold, compared to 3.8 million ounces of silver
and 34,000 ounces of gold in last year's third quarter.  
Consolidated cash costs in the quarter were $3.04 per ounce of
silver, an increase of four percent from the last year's third
quarter.  The recent quarter's cash costs represent a 10 percent
decrease from cash costs in the 2nd quarter of 2003.

First nine-months production totaled 10,671,000 ounces of silver,
a seven percent increase from last year's period, and gold
production of 93,000 ounces, up 27 percent from last year's
period.  Consolidated cash costs for the first nine months were
$3.24 per ounce of silver, a reduction of three percent from last
year's comparable period.

For the third quarter of 2003 the Company reported a net loss of
$17.9 million, or $0.10 per share, compared to a net loss of $12.3
million, or $0.14 per share in the third quarter of 2002.  This
year's third quarter loss was impacted by $12.5 million in charges
for interest expense and charges related to the early retirement
of debt.  Exclusive of these charges, the Company would have
reported a net loss of $5.4 million, or $0.03 per share.

For the first nine months of 2003, the Company's net loss was
$53.5 million, or $0.35 per share, compared to a loss of $35.1
million, or $0.51 per share for the same period a year ago.  This
year's nine months period included $44.7 million in charges for
interest expense and losses related to the early retirement of
debt resulting from the issuance of common shares in excess of the
original conversion ratio, and a charge of $2.3 million related to
a change in accounting principle associated with reclamation
accruals.  Exclusive of these charges, the Company would have
reported a net loss of $6.5 million, or $0.04 per share in this
year's period.

During the first nine months of 2003, operating cash flow before
working capital changes improved to $5.0 million compared to
$(13.2) million in 2002.

In the third quarter, the Company's cash position and balance
sheet strengthened to its best position in a decade with the
successful completion of a 23.7 million common shares offering for
$76.0 million of net proceeds. At September 30, 2003, cash and
equivalents plus short-term investments, totaled $94.2 million.  
During the quarter, Coeur also eliminated $41.1 million in
convertible debt from its balance sheet, with the conversion of
$29.8 million of its 9% Senior Convertible Notes, the final
conversion and/or redemption of $9.9 million of its 13 3/8% Senior
Convertible Notes, exchanges of $1.0 million of 6 3/8% Convertible
Subordinated Debentures, and $$0.4, and $0.4 million of 7 1/4%
Convertible Subordinated Debentures.  Total convertible debt at
quarter-end was $18.7 million, or just 8.7 percent of capital.

                   Overview of Operations

South America

Cerro Bayo (Chile)/Martha (Argentina)

During the third quarter, silver production increased 31 percent
over last year's third quarter to 1.2 million ounces.  Gold
production was consistent at 15,220 ounces, compared to 15,089 in
last year's period.  Cash operating costs in the quarter were
$1.18 per ounce of silver, compared to $0.91 in 2002's comparable
period.
    
For the nine months period, silver production more than tripled to
3,775,953 ounces and gold production grew two-and-a-half times to
52,173 ounces compared to 1,141,891 ounces of silver and 21,000
ounces of gold produced in the first nine months of 2002.  Cash
costs through the first nine months were $0.73 per ounce of
silver, versus $1.21 per ounce in the first nine months of 2002.

North America

Rochester Mine (Nevada)

Near the end of the third quarter, Rochester completed its major
crusher relocation project, on schedule and within budget.  
Measures taken to reduce operating costs during the project
effectively lowered cash costs in the third quarter to $3.66 per
ounce -- a reduction of 15 percent from the second quarter of this
year, and 43 percent lower than the first quarter of this year.  
With the installation of the new crusher, cash costs are expected
to continue at their lower, historical levels.
    
Rochester produced 1.7 million ounces of silver and 15,346 ounces
of gold during the third quarter, compared to 1.7 million ounces
of silver and 18,885 ounces of gold in 2003's comparable period.  
Cash costs in last year's third quarter were $2.83 per ounce
silver.

First nine months of production at Rochester was 4.2 million
ounces of silver and 41,237 ounces of gold at an average cash cost
of $4.61 per ounce of silver.  This compared to 4.8 million ounces
of silver and 52,440 ounces of gold at an average cash cost of
$3.11 a year ago.

Coeur Silver Valley - Galena Mine  (Idaho)

At Coeur Silver Valley, silver production was 0.4 million ounces
in the third quarter compared to 1.2 million ounces a year ago.  
The recent quarter's production was impacted by the temporary
suspension of operations in the quarter, as maintenance work
prepared the mine for start up of the long range development
program designed to increase production 40 percent to 7 million
ounces commencing in 2006, with estimated cash costs below $4.00
per ounce. The early focus of this optimization work is the
exploration of a number of new high-grade silver veins located
above the 5200 level, and extension of the more prolific vein
systems at depth.

Expanded South American Exploration Program

Cerro Bayo
    
Successful drilling continued during the quarter on the Javiera
Sur vein and the new Veronica vein, where a recent thick, high-
grade drill intercept recorded 27 feet of 0.77 ounces per ton gold
equivalent. Both of these veins are located near existing mine
infrastructure at Cerro Bayo.  Drilling thus far totals 106,000
feet in 270 holes using three core rigs.  Due to the ongoing
exploration success in the area, the Cerro Bayo exploration budget
was increased during the third quarter by $400,000 for a total of
$2.2 million for the entire year. Exploration remains on track to
meet the goal of discovering 267,000 ounces of new gold equivalent
resources.

Martha Mine and Santa Cruz Province
    
Exploration success at Martha has led to an increase in the
exploration budget there in the third quarter by $500,000, or 63
percent, to a total of $1.3 million for the year.  Work now
includes two full-time drill rigs and one reverse circulation
drill around the existing mine.  Drilling continued to look for
extensions of the high-grade mineralization around the R4 Zone, an
area of very high-grade ore shoots, 600 feet east of the Martha
mine and along the eastern extension of the Martha vein.  The
proximity to the existing mine has the potential to add these new
ounces quickly and economically into production.
    
In addition, current exploration is delineating both shallow, open
pit reserves and a southeast extension of the R4 Zone.  A new
geologic model is being prepared for R4 with this new information.

Hedging
    
Coeur does not currently have any of its silver production hedged.  
The Company currently has 27,000 ounces of gold sold forward over
the next 15 months at an average price of $343 per ounce.  In
2003, every 10 cent increase in silver price adds approximately
$1.5 million in free cash flow on an annualized basis.

Coeur d'Alene Mines Corporation is the country's largest silver
producer, as well as a significant, low-cost producer of gold.  
The Company has mining interests in Nevada, Idaho, Alaska,
Argentina, Chile and Bolivia.
    
                       *    *    *

As reported in Troubled Company Reporter's October 8, 2003
edition, Standard & Poor's Ratings Services revised its outlook on
silver and gold mining company Coeur D'Alene Mines Corp., to
positive from negative following the company's recently completed
equity sale.

At the same time, Standard & Poor's affirmed its 'CCC' corporate
credit rating on the company. The Coeur D'Alene, Idaho-based
company currently has about $19 million in total debt.


COMM 2001-FL5: Fitch Cuts B-Level Ratings on Four Note Classes
--------------------------------------------------------------
Fitch Ratings downgrades and removes from Rating Watch Negative
the following commercial mortgage pass-through certificates of
COMM 2001-FL5:

     -- $19 million class G to 'BB' from 'BBB-';
     -- $1.9 million class K-HH to 'BB-' from 'BBB-';
     -- $1.4 million class L-HH to 'B' from 'BB+';
     -- $3.3 million class M-HH to 'B-' from 'BB'.

In addition, the following classes are upgraded by Fitch:

     -- $67.3 million class B to 'AAA' from 'AA';
     -- $21.6 million class C to 'AA+' from 'AA-'.

Fitch also affirms the following classes:

     -- $388.2 million class A-2 'AAA';
     -- Interest-only classes X-1 and X-2 'AAA';
     -- $59.1 million class D 'AA-';
     -- $27.5 million class E 'A+';
     -- $26.5 million class F 'A-';
     -- $4.3 million class K-CP 'BBB+';
     -- $1.7 million class K-GB 'BBB+';
     -- $4.3 million class L-CP 'BBB';
     -- $1.5 million class L-GB 'BBB';
     -- $5.5 million class K-NB 'A-'.

In addition, class K-NB is removed from Rating Watch Negative by
Fitch. Fitch does not rate classes K-LG, L-LG or M-LG.

The following classes have been paid in full: --Class A-1; --Class
K-FF; --Class L-FF; --Class M-FF; --Class N-FF; --Class K-AA; --
Class L-AA; --Class M-AA; --Class N-AA.

The downgrades are primarily due to the declines in performance of
two hotel loans, the Hyatt Regency in Houston (11.1%) and the
Irvine Marriott in California (4.7%). The K-HH, L-HH and M-HH
classes directly reflect the performance of the B-note on the
Hyatt Regency hotel loan. The upgrades are due to the increased
credit enhancement on the classes resulting from the repayment of
four loans, a 42.2% reduction in outstanding principal balance of
the pool.

The transaction has a rake structure and currently consists of
seven floating-rate loans secured by ten assets. Each first
mortgage loan is split into an A/B note, or an A/B/C note
structure. Each A note and B note have been contributed to form
the Trust Mortgage Asset. While the A notes are pooled, the B and
C notes provide credit enhancement only to the loan to which they
relate.

As part of its review, Fitch analyzed the performance of each loan
and the underlying collateral. Fitch compared each loan's debt
service coverage ratio at issuance to the trailing-twelve-month
June 30, 2003 or year-end 2002 DSCR. DSCRs are based on a Fitch
stressed net cash flow and debt service based on a Fitch stressed
constant and the TMA loan balance. An all-in DSCR was also
calculated to take into account the debt service on the C note in
order to fully reflect the entire stress on the loan. The current
overall Fitch stressed weighted average DSCR for the TMA was 1.69
times, compared to 1.73x at issuance for those loans remaining in
the pool. The current all-in weighted average DSCR (including the
C notes) was 1.43x compared to 1.49x at issuance.

In addition to the hotel loans of concern, Fitch is also concerned
with the refinance risk, as all loans mature in 2004. This near-
term refinance risk is partially mitigated as all of the loans
have extension options available. Of the proceeds currently in the
TMA, 84.2% remain investment grade.

The performance decline at the Houston Hyatt is particularly
severe. This hotel property is located in a downtown office sub-
market that has experienced significant softening. Based on
servicer reports, actual net cash flow dropped 60% since issuance.
This hotel reports the lowest occupancy among hotels in its
competitive set. As of June 30, 2003, the Hyatt's revenue per
available room was $67, down from $93 at issuance. The Hyatt, with
977 rooms, had a TTM June 30, 2003Fitch stressed DSCR of 0.83x,
compared to 1.74x at issuance. Although the Hyatt loan benefits
from an operating lease to 2009 with the Hyatt Corporation, based
on the performance, Fitch has downgraded the rake classes.

The Irvine Marriott (4.7%), a 485-room hotel located in Irvine,
CA, has had declining performance as well. The YE 2002 Fitch
stressed DSCR declined to 1.58x from 2.12x at issuance. The credit
assessment for this loan is no longer considered investment grade.

The third hotel loan in the pool is the Loews Miami Beach hotel
(8.1%), located in Miami, FL. The Fitch stressed DSCR remains
strong at 2.88x as of TTM June 30, 2003, compared to 2.79x at
issuance. Although RevPAR fell to $146 from $159 at issuance,
revenue growth has been strong in the first half of 2003.

The remaining loans in the pool consist of three office loans
(54.2%) and one retail loan (21.9%). The Crescent Portfolio
(25.7%), the largest loan in the pool, is collateralized by three
office buildings in Texas. Although current average occupancy
dropped slightly to 88.7%, the Fitch stressed DSCR is stable at
1.58x as of TTM June 30, 2003, compared to 1.60x at issuance.
Fitch is concerned with the weakened office market and the fact
that major tenant leases expire in 2004 and 2006. However, these
leases are currently below market.

The Greensboro Executive Center loan (9.5%), consists of two
office buildings in the Tyson's Corner market of suburban
Washington, DC. Although the property is 99% leased, physical
occupancy is 68% due to the tenant, Aether Systems, vacating its
space before the end of its lease term. The borrower has leases
out for signature which would bring the physical occupancy back to
99%. Fitch is concerned about the refinance risk of the property
given that the Aether Systems lease is above market.

Although occupancy for the Daily News Building (19%) remains
slightly below issuance (91% as of June 30, 2003 compared to 94.9%
at issuance), several new tenants with higher rents have replaced
outgoing tenants. Based on leases in place and an adjustment for
capital costs, the Fitch stressed DSCR for TTM June 30, 2003 was
1.84x, compared to 1.64x at issuance. Due to the improvement in
net cash flow, the class associated with the B note for this loan,
class K-NB has been removed from Rating Watch Negative.


The Lend Lease Mall Portfolio (21.9%) was originally
collateralized by three regional malls. The Westland Mall in MI
was released at 110%. The two remaining malls, located in
Roseville, MN and Newington, NH are stable with approximately 10%
in-line vacancy. Comparable sales were flat. Fitch's YE Dec. 31,
2002 stressed DSCR increased to 1.62x from 1.50x at issuance.

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


COMMSCOPE: Plans to Release Third Quarter 2003 Results on Oct 29
----------------------------------------------------------------
CommScope, Inc. (NYSE: CTV) plans to release its third quarter
2003 financial results at 4:00 p.m. on Wednesday, October 29,
followed by a 5:00 p.m. ET conference call.

You are invited to listen to the conference call or live webcast
with Frank Drendel, Chairman and CEO; Brian Garrett, President and
COO; and Jearld Leonhardt, Executive Vice President and CFO.
    
To participate in the conference call, domestic and international
callers should dial 212-346-7488.  Please plan to dial in 10-15
minutes before the start of the call to facilitate a timely
connection.   The live, listen-only
audio of the conference call will also be available via the
Internet at:

  http://www.firstcallevents.com/service/ajwz391722991gf12.html
    
If you are unable to participate on the call and would like to
hear a replay, you may dial 800-633-8284.  International callers
should dial 402-977-9140 for the replay.  The replay ID is
21163989. The replay will be available through Monday, November 3.  
A webcast replay will also be archived for a limited period of
time following the conference call via the Internet on CommScope's
Web site (http://www.commscope.com).
    
CommScope, Inc. (NYSE: CTV) (S&P, BB Corporate Credit & B+
Subordinated Debt Ratings, Stable), is the world's largest
manufacturer of broadband coaxial cable for Hybrid Fiber Coaxial
applications and a leading supplier of fiber optic and twisted
pair cables for LAN, wireless and other communications
applications.


COVANTA ENERGY: Court Approves Disclosure Statement
---------------------------------------------------
Judge Blackshear finds that the Covanta Energy Debtors' Disclosure
Statement on the Reorganization and Liquidation Plans contains
adequate information for a creditor to make an informed judgment
on the plans.  Accordingly, the Court approves the Debtors'
Disclosure Statement.

James L. Bromley, Esq., at Cleary, Gottlieb, Steen & Hamilton, in
New York, maintains that the Disclosure Statement is a product of
the Debtors' extensive review and analysis of the circumstances
leading to these Chapter 11 cases, the Chapter 11 cases
themselves and a thorough analysis of the Plans.

The Court also overrules these objections, to the extent not
withdrawn or resolved:

   (a) American Airlines, Inc.,
   (b) Bristol Resource Recovery Facility Operating Committee,
   (c) California Unions for Reliable Energy,
   (d) Connecticut Resources Recovery Authority,
   (e) County of Imperial, California,
   (f) Credit Suisse First Boston,
   (g) F. Browne Gregg,
   (h) the Informal Committee of Secured Debenture Holders,
   (i) the Official Committee of Unsecured Creditors,
   (j) Town of Babylon,
   (k) Town of Huntington,
   (l) United States Trustee, and
   (m) U.S. Bank National Association.

                           Record Date

The Record Date for determining which holders of Claims against
the Debtors' estates are eligible to vote on the Reorganization
Plan and the Liquidation Plan, and for determining the identity
of each holder of Claims against and Equity Interests in the
Debtors that will receive a copy of the Confirmation Hearing
Notice is September 29, 2003.

Holders of Allowed 9.25% Debenture Claims that purchase the
securities after the Record Date or whose purchase of securities
was registered after the Record Date and who wish to vote on the
Reorganization Plan or the Liquidation Plan must arrange with
their sellers to receive a proxy from the record holder as of the
Record Date.

                          Form of Ballot

There will be a separate form of Ballot, and when applicable,
Master Ballot, for each of these Classes or Subclasses of Allowed
Claims entitled to vote:

   Reorganization Plan

   Class/Subclass     Description
   -------------      -----------
   Subclass 3A        Secured Bank Claims
   Subclass 3B        Secured 9.25% Debenture Claims
   Class 4 - Ballot   Operating Company Unsecured Claims
   Class 6 - Ballot   Parent and Holding Company Unsecured Claims
   Class 8 - Ballot   Convenience Claims

   Liquidation Plan

   Class/Subclass     Description
   --------------     -----------
   Subclass 3A        Liquidation Secured Claims
   Subclass 3B        Secured CSFB Claims
   Subclass 3C        Covanta Tulsa Secured Claims

                      Solicitation Packages

The Debtors will distribute the Solicitation Package not later
than October 17, 2003 to all known holders of impaired Claims
against and impaired Equity Interests in the Debtors.

                Procedures for Tabulation of Votes

The procedures for tabulation of Votes for and against the
Reorganization Plan and the Liquidation are:

   (a) All votes to accept or reject the Reorganization Plan or
       Liquidation Plan must be cast by using the appropriate
       Ballot or Master Ballot.  Votes that are cast in any
       other manner will not be counted;

   (b) For purposes of tabulating votes in respect of the
       Reorganization Plan and the Liquidation Plan, the amount
       of a Claim or Equity Interest will be calculated on the
       basis of the amount of the Allowed Claim or Allowed Equity
       Interest on the Record Date.  For voting purposes only:

         * the Subclass 3A Claims under the Reorganization Plan   
           and the Secured Bank Claims under Subclass 3A of the
           Liquidation Plan are currently estimated in an
           aggregate amount of $434,000,000 including interest
           and fees, subject to ultimate resolution of the claims
           under the Prepetition Credit Agreement; and

         * the Subclass 3B Claims under the Reorganization Plan   
           and the 9.25% Debenture Claims under Subclass 3A of
           the Liquidation Plan are currently estimated in an
           aggregate amount of $105,000,000 including interest   
           and fees, subject to ultimate resolution of the claims
           under the 9.25% Debentures.

   (c) In order to be considered as acceptances or rejections of
       the Reorganization Plan or the Liquidation Plan, all
       Ballots and Master Ballots must be properly completed,
       executed, marked and actually received, via United States
       mail, overnight delivery or hand delivery by Bankruptcy
       Services, LLC, located at 757 Third Avenue, Third Floor,
       New York, NY 10017 -- the Balloting Agent on or before
       4:00 p.m. prevailing Eastern Time on November 18, 2003 --
       the Voting Deadline.

   (d) These procedures will be used regarding the tabulation of
       votes cast with respect to the Reorganization Plan and the
       Liquidation Plan:

         (1) Pursuant to Section 1126(e) of the Bankruptcy Code,
             a vote may be disregarded if the Court determines,
             after notice and a hearing, that a vote was not
             solicited or procured in good faith or in accordance
             with the provisions of the Bankruptcy Code;

         (2) A holder of Claims or Equity Interests in more than
             one Class must use separate Ballots for each Class    
             of Claims or Equity Interests;

         (3) Votes cast by holders of Claims or Equity Interests
             in each Class under the applicable Plan will be
             tabulated separately by Class;

         (4) Votes cast by holders of Allowed Claims in
             Subclasses 3A and 3B under both the Reorganization
             Plan and the Liquidation Plan will be counted as a
             single Class of Claims under each Plan;

         (5) Any executed Ballot or Master Ballot received by the
             Balloting Agent that does not indicate either an
             acceptance or rejection of the Plan for which the
             vote was cast will be deemed to constitute an
             acceptance;

         (6) Ballots must be returned by U.S. mail, hand delivery
             or overnight mail to the Balloting Agent.  Master
             Ballots, however, may be returned by U.S. mail, hand
             delivery, overnight mail or facsimile to the
             Balloting Agent;

         (7) Except to the extent determined by the Debtors in
             their reasonable discretion or as otherwise
             permitted by the Court, the Debtors will not accept
             or count any Ballots or Master Ballots received
             after the Voting Deadline;

         (8) Whenever a voter submits more than one Ballot voting
             the same Claim prior to the Voting Deadline, the
             last Ballot received will be deemed to reflect the
             voter's intent and thus supersede any prior Ballots;

         (9) The authority of the signatory of each Ballot or
             Master Ballot will be presumed;

        (10) Voters must vote all of their Claim in a class or in
             different Classes either to accept or reject a Plan,
             and Ballots cast by the same holder in different
             classes which do not all vote to accept or reject a
             Plan will not be counted.  Voters may not split
             their vote and, accordingly, a Ballot that partially
             rejects and partially accepts will not be counted.  
             Furthermore for purposes of computing the vote, a
             voter will be deemed to have voted the full Allowed
             amount, no more or less, of the voter's position as
             reflected on either:

               -- the Schedules as an undisputed, non-contingent,
                  and liquidated Claim, or

               -- a proof of claim filed in these cases that has
                  not been subject to an objection by the
                  Debtors prior to October 27, 2003.

             It is provided, however, that if the Debtors file an
             objection to a proof of claim that seeks to reduce
             the amount of the proof of claim, the amount of the
             Claim will be counted as stated in the objection,
             unless temporarily allowed by the Court for voting
             purposes pursuant to Rule 3018(a) of the Federal
             Rules of Bankruptcy Procedure after notice and
             hearing or the objection is resolved by stipulation
             of the parties; and

        (11) The Debtors and their agents will have reasonable
             discretion to determine if a Ballot properly
             complies with these procedures and the voting
             instructions accompanying the Ballots and Master
             Ballots.

   (e) Any entity entitled to vote to accept or reject the
       Reorganization Plan or the Liquidation Plan may change its
       vote before the Voting Deadline by casting a superseding
       Ballot so that it is received on or before the deadline.  
       Entities desiring to change their votes after the Voting
       Deadline may only do so if they file a motion with the
       Court with sufficient notice so that it can be heard and
       considered prior to or at the Confirmation Hearing and
       they demonstrate "cause" pursuant to Bankruptcy Rule
       3018(a);

   (f) A holder of any Claim (i) that is scheduled at zero or
       listed as disputed, unliquidated or contingent on the
       Debtors' schedules of assets and liabilities with respect
       to which no proof of claim as been filed; or (ii) for
       which a proof of claim has been filed and as to which an
       objection seeking disallowance of that proof of claim has
       been filed on or before October 27, 2003, will not be
       entitled to vote for or against any of the Plans unless
       either:

         (1) the Court, upon application of any the holder,
             temporarily allows the Claim for the purpose of
             accepting or rejecting the Plans pursuant to
             Bankruptcy Rule 3018(a), in which case the amount of
             the Court-determined Allowed Claim will be used to
             tabulate the holder's vote; or

         (2) any objection by the Debtors is resolved by
             stipulation of the parties.

   (g) The Debtors' rights to redesignate Debtors as either
       Reorganizing Debtors, Heber Debtors, or Liquidating
       Debtors, without prejudice to the Proposed Buyers' rights
       under the Purchase Agreement, at any time prior to 10 days
       before the Confirmation Hearing are specifically reserved.  
       Heber Holders of Claims or Equity Interests who are
       entitled to vote on the Plans who are affected by the
       redesignation will have five days from notice of any
       redesignation to vote to accept or reject the
       Reorganization Plan or the Liquidation Plan, as
       applicable.

                         Claims Objection

The Debtors are authorized to count and tabulate votes on the
Reorganization Plan and the Liquidation Plan in accordance    
with any objections to claims seeking to:

   -- disallow or reduce a Claim for voting purposes,

   -- disallow a Claim,

   -- reduce the amount of a Claim, and

   -- reallocate and transfer a proof of claim from one
      Debtor to another Debtor.

However, the Claims Objections must be filed on or before    
October 27, 2003 at 4:00 p.m. prevailing Eastern Time.  

                       Rule 3018(a) Motion

Any party seeking temporary allowance of a Claim for voting
purposes in a manner different than as stated in a Claims   
Objection will be required to file with the Court a motion, with
evidence in support thereof, seeking temporary allowance of the
Claim pursuant to Bankruptcy Rule 3018(a) on or before
November 14, 2003 at 4:00 p.m. prevailing Eastern Time.  Any
holder of a Claim that is scheduled as zero, disputed,
unliquidated or contingent in the Schedules who wishes to vote on
the Reorganization Plan or the Liquidation Plan must file a Rule
3018(a) Motion on or prior to the Rule 3018(a) Motion Deadline.

With regard to any timely Rule 3018(a) Motion, the Debtors will
be permitted to file a response no later than November 17, 2003
at 4:00 p.m. prevailing Eastern Time.  A hearing on Rule 3018(a)
Motions, if any, will be held on November 19, 2003 at 2:00 p.m.
prevailing Eastern Time.

                      Confirmation Hearing

The hearing to consider confirmation of the Heber Debtors' Plan
is scheduled to commence on November 19, 2003 at 2:00 p.m.
prevailing Eastern Time.

In the event that the Debtors determine, without prejudice to   
the Proposed Buyers' rights under the Purchase Agreement, to   
consummate the Geothermal Sale pursuant to Section 363 of the
Bankruptcy Code outside the context of a plan of reorganization,
in accordance with the Court-approved bidding and auction
procedures culminating in a competitive auction on November 19,
2003, the Debtors are authorized to seek approval of the sale to
the successful bidder at the hearing on November 19, 2003,
without further or prior notice.

The hearing to consider confirmation of the Reorganization Plan
and the Liquidation Plan is scheduled to commence on December 3,
2003 at 2:00 p.m. prevailing Eastern Time.  

           Confirmation Objection and Discovery Cut-off

Pursuant to Bankruptcy Rule 3020, the deadline for filing and   
serving objections to confirmation of the Heber Plan is
November 12, 2003 at 4:00 p.m. prevailing Eastern Time while the
deadline for filing and serving objections to confirmation of the
Reorganization Plan or the Liquidation Plan is November 18, 2003
at 4:00 p.m. prevailing Eastern Time.  

The discovery cut-off date relating to confirmation of the Heber
Plan is November 5, 2003 at 4:00 p.m. prevailing Eastern Time
while the discovery cut-off date relating to confirmation of the
Reorganization Plan or the Liquidation Plan is on November 12,
2003 at 4:00 p.m. prevailing Eastern Time. (Covanta Bankruptcy
News, Issue No. 38; Bankruptcy Creditors' Service, Inc., 609/392-
0900)    


CROWN AMERICAN: 3rd Quarter FFO Per Share Increases by 21%
----------------------------------------------------------
Crown American Realty Trust (NYSE: CWN), a real estate investment
trust, announced financial results and operating information for
the third quarter and for the nine months ended September 30,
2003.

"Our Company's operating results continue to be encouraging,"
stated Company Chairman, CEO and President, Mark E. Pasquerilla.  
"Funds from Operations ("FFO") per common share were $0.35 for the
quarter compared to $0.29 for the third quarter of last year, an
increase of 21%.  Earnings per common share ("EPS") for the third
quarter of 2003, after preferred dividends, was a loss of $0.01
compared to a loss of $0.06 in the third quarter of 2002.

However, third quarter results in 2002 were negatively impacted by
approximately $0.03 per share due to the temporary per share
dilution caused by the Company's common offering completed in June
2002; cash proceeds from the offering were used to acquire two
enclosed malls in the fourth quarter of 2002 as previously
announced.  FFO and net income during the current quarter were
reduced by $0.9 million, or $0.02 cents per share, from costs
associated with our announced proposed merger with Pennsylvania
Real Estate Investment Trust ("PREIT") (NYSE: PEI).  The merger
costs relate primarily to legal, accounting, and financial
advisory services and were expensed in the period incurred as
required by GAAP; these costs are continuing in the fourth quarter
and are expected to be significant in amount.  Same center NOI for
the quarter was up 2.3% compared to last year due mostly to higher
mall shop base rents."

"Mall shop occupancy ended the quarter at 90%, the same as of June
30, 2003 and up from 89% a year ago.  Average mall shop base rent
per square foot increased for the 40th consecutive quarter to
$21.25 per square foot, up 3.0% from a year ago.  Leasing results
for the third quarter 2003 included 173,000 square feet of leases
signed representing $3.3 million in annualized base rental income.  
A total of 68 leases were signed, including 28 new leases and 40
renewals. Base rent on new leases averaged $23.84 per foot.  The
base rent in the third quarter of 2003 represented an uplift of
27% compared to the prior average rent on a same space basis.  
Tenant allowances on second generation space were $9.23 per square
foot in the quarter, up from $5.67 last year.  Our mall shop
tenants' occupancy cost percentage was 10.2% at September 30,
2003, up from 10.1% a year ago.  Comparable mall shop tenant sales
per square foot for the first nine months were $180.09, a 3.0%
increase from the $174.89 per square foot for the comparable
period last year.  Crown's property operating performance is
expected to remain positive for the remainder of 2003.  However,
as I've already noted, we continue to incur costs related to
the proposed merger with PREIT."
    
Pasquerilla concluded, "The proposed merger with PREIT is
progressing as expected.  The joint proxy statement was mailed to
the shareholders of PREIT and Crown on October 3, 2003 to solicit
proxies related to the special meetings of PREIT's and Crown's
shareholders called to approve the merger on November 11, 2003.  
The completion of the merger will occur no later than the third
business day after the satisfaction or waiver of the conditions in
the merger agreement."

     Financial Information -- Third Quarter and Nine Months
    
For the quarter ended September 30, 2003, the Company reports that
FFO before allocations to minority interest and to preferred
dividends was $16.9 million, compared to $15.6 million for the
third quarter of 2002.  FFO allocable to common shares was $11.4
million, or $0.35 per common share, compared to $9.3 million, or
$0.29 per common share, for the third quarter of 2002.
    
FFO before allocations to minority interest and to preferred
dividends for the third quarter compared to last year was impacted
by the following factors:

     - $0.9 million increase in mall shop base and percentage
       rent as a result of higher average rental rates on new
       and renewal leases;
     - $0.2 million in higher temporary and seasonal leasing
       revenues;
     - $0.4 million in lower interest expense primarily due to
       lower rates on variable-rate debt;
     - $1.5 million contribution from the two malls acquired in
       late 2002;
     - $0.3 million of higher miscellaneous mall revenues;
     - $0.4 million of higher lease buyout income from tenants;
     - $0.2 million in higher gain on the sale of out-parcel
       land.

These positive impacts for the quarter were partially offset by:

     - $0.9 million in costs associated with the proposed merger
       with PREIT;
     - $0.5 million in higher mall operating costs, net of
       tenant reimbursements;
     - $0.2 million in lower anchor base and percentage rents;
     - $0.2 million in higher net general and administrative
       expenses; and
     - $1.0 million reduction in FFO due to the sale of Carlisle
       Plaza Mall in October 2002 and Oak Ridge Mall in March
       2003 and the elimination of the Cash Flow Support
       Agreement, as previously announced.

Total revenues for the third quarter were $51.0 million, up $5.4
million or 12% from $45.6 million in the third quarter of 2003.  
The Company reported net income of $3.0 million for the third
quarter of 2003 versus net income of $1.4 million in the same
quarter of 2002.  After deducting preferred dividends, there was a
net loss applicable to common shares of $0.4 million in the third
quarter of 2003, or $0.01 per share, compared to a net loss of
$2.0 million in the third quarter of 2002, or $0.06 per share.

For the first nine months of 2003, FFO before allocations to
minority interest and to preferred dividends was $49.2 million, or
$0.98 per share, as compared to $43.3 million, or $0.85 per share
for the same period of 2002. Total revenues for the first nine
months of 2003 were $150.9 million compared to $136.4 million for
the same period of 2002, an increase of $14.5 million, or 11%.  
The Company reported a net loss of $10.8 million for the first
nine months of 2003, compared to $1.4 million net income for the
first nine months of 2002. However, 2003 results include a $14.0
million loss from discontinued operations which is mostly the
$13.8 million loss on the sale of Oak Ridge Mall on March 31,
2003.  After deducting preferred dividends, there was a net loss
applicable to common shares of $21.0 million for the first nine
months of 2003, or $0.65 per share, compared to a net loss of $8.8
million for the comparable period of 2002, or $0.31 per share.

Operating Information

     - During the third quarter of 2003, leases for 173,000
       square feet of mall shops were signed resulting in $3.3
       million in annual base rental income.  This compares to
       174,000 square feet for $3.9 million during the same
       period in 2002.  A total of 68 leases were signed during
       the third quarter of 2003, which included 40 renewals and
       28 new leases. Annualized revenues from new and renewal
       signed mall shop leases during the nine months of 2003
       were $12.3 million, compared to $11.6 million during the
       same period in 2002.
     - For the nine months ended September 30, 2003, the average
       rent for mall shop leases signed was $20.04 per square
       foot compared with $20.83 for the same period in 2002.  
       The average rents per square foot were $21.43 for new
       leases and $19.18 for renewals in the first nine months
       of 2003, compared with $23.23 and $18.86 respectively, in
       2002.
     - Net effective rent on new leases (after amortization of
       tenant allowances and leasing costs) for the nine months
       was $18.18 per square foot compared to $21.05 per square
       foot for the same period last year.
     - The average mall shop base rent of the portfolio at
       September 30, 2003 was $21.25 per square foot.  This is a
       3.0 % increase from $20.63 per square foot at September
       30, 2002, and the 40th consecutive quarter that average
       mall shop base rent has increased.
     - Mall shop occupancy was 90% at September 30, 2003,
       compared to 89% at September 30, 2002.
     - Mall shop comparable sales for the nine months ended
       September 30, 2003 were $180.09 per square foot, up 3.0%
       over $174.89 for the nine months ended September 30,
       2002.
     - Tenant occupancy costs, defined as the sum of base rent,
       percentage rent and expense recoveries as a percentage of
       mall shop sales, was 10.2% as of September 30, 2003,
       compared to 10.1% as of September 30, 2002.
     - Temporary and promotional leasing income for the first
       nine months of 2003 amounted to $7.3 million, compared to
       $6.3 million for the same period in 2002.

Selected financial data together with a reconciliation of certain
GAAP and non-GAAP financial data are included for Crown American
Realty Trust for the three and nine months ended September 30,
2003.  The Company's more detailed quarterly Supplemental
Financial and Operational Information Package is available at
http://www.crownamerican.comor by calling Investor
Relations at 1-800-860-2011.

Crown American Realty Trust through various affiliates and
subsidiaries owns, acquires, operates and develops regional
shopping malls in Pennsylvania, Maryland, West Virginia, Virginia,
New Jersey, North Carolina, Tennessee, Georgia, Alabama and
Wisconsin.  The current portfolio includes 27 regional shopping
malls.

As reported in the Troubled Company Reporter's June 27, 2003
edition, Fitch Ratings maintains a 'B+' rating on Crown American's
$124 million 11% redeemable preferred stock with a Stable Rating
Outlook.


DELTA AIR LINES: Elects Larry D. Thompson to Board Of Directors
---------------------------------------------------------------
Delta Air Lines (NYSE: DAL) announced the election of Larry D.
Thompson, most recently Deputy Attorney General of the United
States, to its Board of Directors, effective immediately.
    
"Larry Thompson is an outstanding and universally respected
attorney and public servant who will bring to Delta's Board of
Directors insight and deep experience in corporate affairs and
governance, national security and an informed perspective of the
role of business in our society," said Leo F. Mullin, Delta
chairman and chief executive officer. "In addition to his public
service, Larry also has extensive experience as a lawyer
representing top U.S. companies and individuals as a corporate and
private attorney. He will add a new and welcome dimension to
Delta's strong and active Board."

"Delta is one of the world's great airlines with strong values, a
focus on customer service and wonderful people," Thompson said. "I
look forward to working with Leo Mullin and the Board of Directors
as the company competes, prospers and grows."
    
Thompson, 57, was confirmed by the U.S. Senate as Deputy Attorney
General, the No. 2 job in the Justice Department, in 2001. As
Deputy Attorney General, Thompson served as the Chief Operating
Officer for the Department of Justice (DOJ) with oversight
responsibilities for the Department's components and initiatives,
including the nation's U.S. Attorneys, law enforcement, prisons
and national security. In 2002, he was designated to chair the
Bush administrations' corporate fraud task force.

Thompson left the Justice Department in August 2003 and joined the
Brookings Institution, a public policy think tank in Washington,
D.C., as a Senior Fellow. Beginning in January 2004, he will teach
at the University of Georgia School of Law.

Prior to his work at the DOJ, Thompson was a partner at King &
Spalding, an Atlanta law firm, which he first joined in 1977. In
the years since 1977, he left King & Spalding on several occasions
for public service positions. In April 2000, Thompson was selected
to chair the Judicial Review Commission on Foreign Asset Control.
In 1995, he was independent counsel for the U.S. Department of
Housing and Urban Development (HUD). From 1982 to 1986 he served
as U.S. Attorney for the Northern District of Georgia. Prior to
joining King & Spalding in 1977, he worked as an attorney at
Monsanto Company in St. Louis, Mo.
    
Thompson is a 1967 cum laude graduate with a bachelor's degree in
sociology from Culver-Stockton College. He earned a master's
degree in sociology from Michigan State University in 1969. He
received his law degree in 1974 from the University of Michigan
Law School.
    
Delta Air Lines, the world's second largest airline in terms of
passengers carried and the leading U.S. carrier across the
Atlantic, offers 6,130 flights each day to 453 destinations in 82
countries on Delta, Song, Delta Shuttle, Delta Connection and
Delta's worldwide partners. Delta is a founding member of SkyTeam,
a global airline alliance that provides customers with extensive
worldwide destinations, flights and services. For more
information, go to http://www.delta.com


DELTA FUNDING: Fitch Takes Rating Actions on Series 1997 Notes
--------------------------------------------------------------
Fitch has taken rating action on the following Delta Funding
Corporation issues:

   Series 1997-2

     -- Classes A-5, A-6, A-7 affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A+';
     -- Class B-3 downgraded to 'B' from 'BBB'
           and removed from Rating Watch Negative.

   Series 1997-3 Group F

     -- Class A-6F affirmed at 'AAA';
     -- Class M-1F upgraded to 'AAA' from 'AA+';
     -- Class M-2F affirmed at 'A+';
     -- Class B-1F affirmed at 'CCC'.

   Series 1997-3 Group A

     -- Class M-2A affirmed at 'AA-';
     -- Class B-1A downgraded to 'B-' from 'BB-,'
           and removed from Rating Watch Negative.

   Series 1998-1 Group F

     -- Classes A-4F, A-5F, A-6F affirmed at 'AAA';
     -- Class M-1F affirmed at 'AA+';
     -- Class M-2F affirmed at 'A+';
     -- Class B-1F affirmed at 'BBB,'
           and removed from Rating Watch Negative.

   Series 1998-1 Group A

     -- Class M-2A affirmed at 'A+';
     -- Class B-1A downgraded to 'B-' from 'BB-,'
           and removed from Rating Watch Negative.
     
   Series 1998-2 Group F

     -- Classes A-5F, A-6F affirmed at 'AAA';
     -- Class M-1F affirmed at 'AA';
     -- Class M-2F affirmed at 'A';
     -- Class B-1F affirmed at 'BBB'.

   Series 1998-2 Group A

     -- Class M-2A affirmed at 'A';
     -- Class B-1A downgraded to 'CCC' from 'BB-,'
           and removed from Rating Watch Negative.

   Series 2000-2

     -- Classes A-5F, A-6F, A-1A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class B downgraded to 'B-' from 'BBB-,'
           and removed from Rating Watch Negative.

   Series 2001-1

     -- Classes A-1, A-2, IO affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class B affirmed at 'BBB'.

   Series 2001-2

     -- Classes A-1F, A-1A, IO affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class B affirmed at 'BBB'.

The negative rating actions are a result of high delinquencies and
credit enhancement deterioration.

The affirmations on the above classes reflect credit enhancement
consistent with future loss expectations. In addition, the
affirmations on the senior certificates in series 2000-2, 2001-1
and 2001-2 reflect a certificate insurance policy provided by
Financial Security Assurance Inc. (FSA), whose insurer financial
strength is rated 'AAA' by Fitch.

Fitch will continue to closely monitor these deals.


DOBSON COMMS: Unit Closes New $700-Mil. Secured Credit Facility
---------------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) announced that its
wholly owned subsidiary, Dobson Cellular Systems Inc., has
consummated a new $700 million secured credit facility, consisting
of a $550 million, 6.5-year senior secured term loan B facility
and a $150 million, 6-year senior secured revolving credit
facility.

The term loan will be amortized with quarterly payments of
principal and interest, and, under certain circumstances,
additional mandatory prepayments are required. In addition, at
least 50 percent of the borrower's excess cash flows, as defined
in the agreement, may be up-streamed to Dobson Communications
subject to certain conditions and limitations.

The credit facility is guaranteed by Dobson Communications and
certain of its material subsidiaries and is secured by a pledge of
Dobson Communications' equity interest in the borrower and by all
the assets of the borrower and its material subsidiaries.

Borrowings under the new credit facility will be used to fund the
previously announced tender offers for all outstanding 12 1/4%
Senior Notes due 2008 of Dobson's subsidiary, Dobson/Sygnet
Communications Company, a portion of Dobson's outstanding 12 1/4%
senior preferred stock; to repay the $54 million balance
outstanding under the credit facility of Dobson's subsidiary,
Sygnet Wireless, and for general corporate purposes.

The consummation of Dobson's new credit facility satisfies the
financing condition requirement of Dobson's tender offers for any
or all of the outstanding 12-1/4% Senior Notes due 2008 issued by
Dobson's subsidiary, Dobson/Sygnet Communications, and for a
portion of the outstanding shares of Dobson's outstanding 12-1/4%
Senior Exchangeable Preferred Stock. The tender offer for the
Dobson/Sygnet notes is expected to close on October 24, 2003, and
the tender offer for the shares of Dobson's senior preferred stock
is expected to close on October 31, 2003.

In September 2003, a portion of the proceeds from the issuance of
$650 million principal amount of Dobson's 8-7/8% Senior Notes was
used to repay all amounts outstanding under the credit facilities
of Dobson's subsidiary, Dobson Operating Co., and a substantial
portion of the outstanding balance under credit facilities of
another subsidiary, Sygnet Wireless.

In connection with the closing of its credit facility, Dobson also
announced that it had merged its subsidiaries, Dobson/Sygnet
Communications, Sygnet Communications, and Sygnet Wireless Inc.
into Dobson Cellular Systems.

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


DOBSON COMMS: Completes Tender Offer for 12-1/4% Preferreds
-----------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) announced that its
wholly owned subsidiary, Dobson Cellular Systems, Inc., had closed
on its new $700 million senior credit facility. The closing of the
new credit facility was a condition to Dobson's cash tender offer
for up to 250,000 shares of its 12-1/4% Senior Exchangeable
Preferred Stock (CUSIP Nos. 256072307, 256069303 and 256072208).
The tender offer is expected to close on October 31, 2003.

The consideration offered in the Offer is an amount equal to
$1,061.25 per Preferred Share, plus accrued and unpaid dividends
to, but not including, the settlement date, payable in cash on the
settlement date. The Offer commenced on September 8, 2003 and is
scheduled to expire at 12:00 Midnight EDT on October 30, 2003.

Dobson Communications is a leading provider of wireless phone
services to rural markets in the United States. Headquartered in
Oklahoma City, the Company owns wireless operations in 16 states.
For additional information on the Company and its operations,
please visit its Web site at http://www.dobson.net.


DOBSON COMMS: Discloses Third Quarter 2003 Customer Additions
-------------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) reported that its
gross subscriber additions (postpaid) for the third quarter ended
September 30, 2003 were approximately 49,600, compared with 55,000
gross subscriber additions for the same period last year and
40,100 in the second quarter of 2003. These totals do not include
results for American Cellular Corporation, which became a wholly
owned, indirect subsidiary of Dobson on August 19, 2003.

Postpaid customer churn was 1.7 percent for the third quarter of
2003, compared with churn of 2.0 percent for the same period last
year and 1.5 percent in the second quarter of 2003.

Consequently, Dobson's total net subscriber additions for the
third quarter were approximately 10,200, compared with
approximately 14,700 net subscribers added for the same period
last year and 13,000 in the second quarter of 2003.

Including the two new Alaska properties that the Company acquired
in June 2003, Dobson served a total of approximately 877,800
subscribers as of September 30 2003.

Local and preferred calling plans, primarily on two-year
contracts, continued to account for a large majority of gross
subscriber additions at both Dobson and American Cellular.

American Cellular's gross subscriber additions (postpaid) were
approximately 43,900 for the third quarter, compared with 49,900
gross subscriber additions for the same period last year and
37,900 in the second quarter of 2003.

American's postpaid customer churn for the quarter was 2.0
percent, in line with churn for the same quarter last year and
compared with 1.7 percent in the second quarter of 2003.
Consequently, total net subscriber additions were approximately
4,200 for the third quarter ended September 30, 2003, compared
with approximately 15,200 for the same period last year and 5,400
in the second quarter of 2003.

American served a total of approximately 701,700 subscribers as of
September 30, 2003.

Both postpaid and prepaid subscribers are included in net
subscriber additions. Gross subscriber additions and churn are
reported on a postpaid basis only.

As announced last week, Dobson plans to report full financial
results for the third quarter before the beginning of market
trading on Monday, November 10, 2003.

Dobson Communications is a leading provider of wireless phone
services to rural markets in the United States. Headquartered in
Oklahoma City, the Company owns wireless operations in 16 states.
For additional information on the Company and its operations,
please visit its Web site at http://www.dobson.net


D.R. HORTON: Fiscal Year 2003 Conference Call Set for Nov. 13
-------------------------------------------------------------
D.R. Horton, Inc. (NYSE: DHI) announced that it will release
earnings for its fiscal year ended September 30, 2003 on
Wednesday, November 12, 2003 after the close of the market.  A
conference call will be held on Thursday, November 13, 2003 at
10:00 a.m. Eastern Standard Time (EST).

The dial-in number is 800-374-9096.  Participants are encouraged
to call in five minutes before the call begins (9:55 a.m. EST).  
Please reference the call host, Donald J. Tomnitz, CEO of D.R.
Horton, Inc.  The call will also be webcast from the Company's
website at http://www.DRHORTON.comon the "Investor Relations"  
page.

A replay of the call will be available after 2:00 p.m. EST on
November 13, 2003 at 800-642-1687, reference number 3360089.  The
replay will also be available from the Company's website at
http://www.DRHORTON.comon the "Investor Relations" page.  The  
replays will be available through midnight EST on November 27,
2003.

Founded in 1978, D.R. Horton, Inc. is engaged in the construction
and sale of high quality homes designed principally for the entry-
level and first time move-up markets.  D.R. Horton currently
builds and sells homes under the D.R. Horton, Cambridge,
Continental, Dietz-Crane, Emerald, Melody, Milburn,
Schuler, Stafford, Torrey, Trimark, and Western Pacific names in
20 states and 44 markets, with a geographic presence in the
Midwest, Mid-Atlantic, Southeast, Southwest and Western regions of
the United States.  The Company also provides mortgage financing
and title services for homebuyers through its mortgage and title
subsidiaries.

                         *   *   *

As reported in the Troubled Company Reporter's June 24, 2003
edition, Fitch Ratings has assigned a 'BB+' rating to D.R. Horton,
Inc.'s (NYSE: DHI) $100 million 5.875% senior notes due July 1,
2013. The Rating Outlook is Stable. The issue was ranked on a pari
passu basis with all other senior unsecured debt, including D.R.
Horton's $805 million unsecured bank credit facility. D.R. Horton
expects to use the proceeds from the debt issue to call the
approximately $100 million outstanding principal amount of its 9%
senior notes due 2008. The new issue has more favorable rates and
attractive maturity relative to the debt it would replace. Fitch
remains comfortable with D.R. Horton's stated debt to capital
target of 49% or less by the end of fiscal year 2003.


EASYLINK: Broker Adversary Obtains Favorable Court Decision
-----------------------------------------------------------
In EasyLink Services Corporations' pending litigation with the
broker engaged to sell the portal operations of the Company's
discontinued India.com business, the Court has reinstated the
previously vacated judgment in favor of the broker in the original
amount of $931,000. The Company has filed for an appeal. The Court
has permitted the Company, in lieu of posting an appeal bond, to
place $50,000 per month for eight months commencing November 7,
2003, for a total of $400,000, into a trust account to provide
funds for the payment of the judgment if upheld on appeal.
Although the Company intends to pursue its appeal vigorously, no
assurance can be given as to the Company's likelihood of success
or its ultimate liability, if any, in connection with this matter.

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.


ELIZABETH ARDEN: S&P Junks Senior Unsecured Debt Rating to CCC+
---------------------------------------------------------------  
Standard & Poor's Ratings Services raised its corporate credit and
senior secured debt ratings to 'B+' from 'B' on prestige beauty
products company Elizabeth Arden Inc. In addition, Standard &
Poor's raised the company's senior unsecured debt rating to 'B-'
from 'CCC+'. The ratings are removed from CreditWatch, where they
were placed Oct. 3, 2003.

The outlook is stable.

Total debt was $392 million at July 26, 2003.

"The upgrade reflects Elizabeth Arden's improved financial profile
following the company's offering of common stock," said Standard &
Poor's credit analyst Lori Harris. "Net proceeds of about $63
million will be used to redeem a portion of the company's 11_%
senior secured notes due 2011."

The ratings on Elizabeth Arden reflect the company's narrow
product portfolio, highly seasonal sales, and concerns about the
very competitive fragrance business. These factors are partially
mitigated by Elizabeth Arden's solid position in fragrances and
its wide distribution, especially in the high growth mass-
merchandising trade channel.

The company's operating performance improved during the 12 months
ended July 26, 2003, compared with fiscal 2002 (ended Jan. 31,
2002) as evidenced by the 14% growth in revenues and 25% increase
in operating profits. The better sales performance was due to
expanded distribution, successful new product launches, and
increased marketing support. Furthermore, a higher gross margin,
better leveraging of the company's cost structure, and favorable
foreign currency translation aided the operating margin.


EMTEC MAGNETICS: Imation Obtains Nod for Acquisition of Assets
--------------------------------------------------------------
Imation Corp. (NYSE: IMN), a worldwide leader in removable data
storage media, announced it had been notified by the German Cartel
Office that its proposal to purchase certain data storage assets
of EMTEC Magnetics GmbH, a German- based manufacturing subsidiary
of EMTEC International Holding GmbH, has been approved -- clearing
the way for completion of the acquisition. Imation initially
announced plans to acquire certain data storage assets from EMTEC
Magnetics GmbH on June 30, 2003. The purchase price is
approximately US $15 million in cash.

Under the terms of the agreement, Imation will acquire assets and
intellectual property, including patents, licenses, and technical
knowledge, relating to removable data storage tape media.

"We are pleased to receive regulatory approval for the completion
of this acquisition which enables us to ensure the long-term
worldwide availability of legacy tape products, such as 3480 and
3490E tape cartridges, to our data center customers," said Frank
Russomanno, president, Imation's Data Storage and Information
Management business. "This is another example of Imation's
commitment to invest in technologies that strengthen our core
removable media business and deliver long-term value to our global
customers."

Since EMTEC's insolvency filing in April 2003, a court-appointed
Insolvency Administrator under Germany's Insolvency Act has
managed the affairs of EMTEC Magnetics GmbH. As a result of the
company's insolvency filing, there were some limitations in the
availability of raw materials which caused temporary supply
restrictions of legacy products, such as 3480, 3490 and 9490EE
tape cartridges, to the market. This investment has enabled
Imation to expedite the resumption of supply and secure long-term
availability of chrome-based legacy tape products to the global
market place.

Imation's full portfolio of tape products for the mid-range server
and enterprise environment include: DLTtape(TM), Super
DLTtape(TM), Ultrium(TM), AIT-2 (Advanced Intelligent Tape(TM)),
9840, 9940, 3480, 3490E, 3590 and 3590E tape cartridges. For
additional information on Imation's product portfolio, please
visit http://www.imation.com

                     About Imation

Imation Corp. is a leading developer, manufacturer and supplier of
magnetic and optical removable data storage media. With one of the
broadest product lines in the industry-spanning from a few
megabytes to hundreds of gigabytes of capacity in each piece of
media, Imation serves customers in more than 60 countries, in both
business and consumer markets. From large data centers to
distributed networks, Imation's tape cartridges are used in data
processing, security, business continuity, backup and archiving
applications. Customer needs for reliability, convenience and
portability to store and manage business data, photos, video,
images and music on professional and home desktops and
increasingly in consumer electronics devices drive demand for
Imation's optical and diskette products. With more than 300
technology scientists and more than 300 data storage patents in
the U.S. alone, Imation continues to pioneer today's proven
magnetic and optical media technologies.

As of September 2003, Imation employed approximately 2,800 people
worldwide. Revenues from outside the U.S. contribute approximately
53 percent of total sales. Additional information about Imation is
available on the company's Web site at http://www.imation.comor  
by calling 1-888-466-3456.


ENCOMPASS: Asks Court Nod to Commute AIG Insurance Policies
-----------------------------------------------------------
Lydia T. Protopapas, Esq., at Weil, Gotshal & Manges, LLP, in
Houston, Texas, recalls that on December 18, 2002, Encompass
Services and its debtor-affiliates sought and obtained the Court's
permission to make all payments required under existing insurance
policies and to enter into new insurance programs and premium
finance agreements on the expiration of the existing insurance
programs and finance agreements.

On February 4, 2003, the Debtors asked Judge Greendyke's approval
to pay prepetition insurance premium financing and other
obligations arising under insurance policies.  Specifically, the
Debtors sought the Court's authority to pay all premiums and
payments required by the terms of new postpetition insurance
policies and related agreements, effective February 1, 2003,
which were provided by American Home Assurance Company and
certain other affiliates of American International Group, Inc.
and financed, in part, by Imperial A.I. Credit Companies.  The
Court subsequently approved the Debtors' request on
February 19, 2003.  The AIG Policy provides coverage for worker's
compensation, general liability and automobile liability.

In accordance with the terms of the AIG Policy, the Debtors were
required to pay total casualty costs of $37,360,000, of which
$8,594,000 consisted of premium while $28,766,000 consisted of
primary loss retention.  The Debtors funded the premium by a
combination of cash and a nine-month note.  The Debtors will have
complied with all of their obligations under the note upon the
consummation of the transactions contemplated by a Close-Out
Agreement.  The Debtors were required to fund the loss retention
by a combination of cash and a note in the aggregate of
$22,766,000 and a $6,000,000 letter of credit.  The Debtors will
have complied with all of their cash and note payment obligations
upon consummation of the transactions contemplated by the
Close-Out Agreement.  In accordance with the terms of the
Close-Out Agreement, AIG's ability to draw on the letter of
credit has been terminated.

Despite the sizeable costs of the AIG Policy, Ms. Protopapas
says, the Debtors did attempt to procure postpetition insurance
policies, which reflected their scaled-down operations and their
plans to further reduce their operations.  Ultimately, however,
the Debtors were unable to persuade an insurance carrier to
assume the risk that their plans to reduce their operations might
not materialize and accordingly, the Debtors were required to
provide significant collateral and to make significant premium
payments in order to obtain the AIG Policy.  Even so, the AIG
Policy does provide for retrospective premium payments,
reimbursements and other obligations, including retention
amounts, allocated loss expenses, claims administration expenses,
and time and expense fees.

On October 1, 2003, the AIG Policy was terminated by mutual
agreement between AIG and the Reorganized Debtors.  The AIG
Policy is an occurrence-based policy and accordingly, claims that
occurred during the policy period may continue to be made against
the policy even though the primary policy period has expired.

Therefore, the Reorganized Debtors seek the Court's approval to
commute the AIG Policy and to enter into, and effectuate the
provisions of the Close-Out Agreement.  The Reorganized Debtors
intend to settle all Obligations in accordance with the terms of
the Close-Out Agreement.   

Ms. Protopapas informs the Court that the Close-Out Agreement
generally provides that AIG will pay to the Reorganized Debtors
$7,088,913 and will return the $6,000,000 letter of credit
delivered in connection with the AIG Policy to the issuing bank
and release its right to draw on the letter of credit.

The payments to be made by AIG and the release of the letter of
credit will be in full and final satisfaction of the Obligations.
Although the Close-Out Agreement includes a mutual release of all
claims except those arising out of the Close-Out Agreement
itself, Ms. Protopapas points out that the commutation
effectuated by the Close-Out Agreement will not release AIG from
its obligation to provide coverage in accordance with the terms
of the AIG Policy or any other insurance policy issued to or for
the benefit of the Debtors, the Reorganized Debtors or their
predecessors-in-interest.

Although the Reorganized Debtors believe that Court approval of
the Close-Out Agreement is not required due to the broad
authorities vested in the Disbursing Agent under the Plan, out of
an abundance of caution, and at AIG's request, the Reorganized
Debtors seek the Court's authority to commute the AIG Policy in
accordance with the terms of the Close-Out Agreement.

Ms. Protopapas contends that entry into the Close-Out Agreement
will eliminate significant uncertainty concerning the amount of
collateral posted under the AIG Policy which the Reorganized
Debtors are entitled to have returned and will expedite the
Reorganized Debtors' receipt of those assets.

Absent entry into the Close-Out Agreement, the Reorganized
Debtors would not be entitled to the payment proposed to be made
by AIG under the Close-Out Agreement.  While the AIG payment
might ultimately become due at some distant future date when all
of the claims under the AIG Policy have been settled, the amount
of that payment is currently unknown.  Because the payment
proposed to be made by AIG under the Close-Out Agreement will
allow the Reorganized Debtors to rapidly realize significant sums
of money for the benefit of the estates' creditors and will
eliminate the uncertainty associated with the amount of the
payment, Ms. Protopapas asserts that the Court should approve the
Reorganized Debtors' request. (Encompass Bankruptcy News, Issue
No. 20; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENRON: ENA Demands $42-Mill. Termination Pay from Goldman Sachs
---------------------------------------------------------------
Michael Schatzow, Esq., at Venable LLP, in Baltimore, Maryland,
relates that Enron North America Corporation's predecessor-in-
interest, Enron Capital & Trade Resources Corporation, entered
into an ISDA Master Agreement dated October 21, 1996 with Goldman
Sachs Capital Markets, LP.  The Master Agreement provided that
the parties would enter into one or more transactions that will
be governed by the Master Agreement.  ENA and Enron Capital
entered into hundreds of derivative Transactions with Goldman
Sachs Capital.

To induce ENA to enter into certain Transactions with Goldman
Sachs Capital, Goldman Sachs Group, LP and Goldman Sachs Group,
Inc. guaranteed certain obligations of Goldman Sachs Capital.  
Pursuant to an unconditional guarantee dated September 30, 1997,
Goldman Sachs LP guaranteed Goldman Sachs Capital's obligations
to ENA.  In addition, Goldman Sachs Inc. unconditionally
guaranteed Goldman Sachs Capital's obligations to ENA relating to
a weather derivative transaction by means of a guarantee dated
May 30, 2001.

Although ENA was performing under the Transactions, Mr. Schatzow
informs the Court that by letter dated December 3, 2001, Goldman
Sachs Capital notified ENA that it was, among other things,
terminating all outstanding Transactions with the occurrence of
an event of default under the Master Agreement.  The Termination
Notice designated December 4, 2001 as the Early Termination Date
under the Master Agreement.

Mr. Schatzow notes that pursuant to the Master Agreement, the
Non-Defaulting party is to:

   (a) calculate the amount due under Section 6(e) of the Master
       Agreement as soon as reasonably practicable after the
       Early Termination Date; and

   (b) provide to the Defaulting Party a statement showing the
       calculation and the details supporting that calculation.

In a letter dated June 29, 2002, Goldman Sachs Capital provided
ENA with its determination of the alleged Termination Payment it
must pay to ENA.  However, the June 29 letter was deficient since
it failed to provide the details, including the market quotes and
valuation methodology that supports the calculation of the
Termination Payment.  Goldman Sachs Capital subsequently provided
some, but not all, of the required information.

According to Goldman Sachs Capital, it owes ENA $22,153,901,
including interest, as the Termination Payment.  ENA has
independently determined that the amount due and owing from
Goldman Sachs Capital is $42,274,929, excluding interest.  Thus,
ENA demanded from Goldman Sachs Capital the payment of the
Termination Payment.  However, neither Goldman Sachs Capital,
Goldman Sachs LP nor Goldman Sachs Inc. paid any portion of the
Termination Payment.

Mr. Schatzow reports that Goldman Sachs Capital threatened to
improperly invoke, or has actually invoked, alleged set-off
provisions, which, according to Goldman Sachs Capital, purports
to allow it to set off amounts owed to ENA under the Master
Agreement against amounts ENA allegedly owes Goldman Sachs
Capital's affiliate, J. Aron & Company.  Goldman Sachs Capital
and J. Aron claim that the amounts ENA owed to J. Aron are
sufficiently large so as to offset any amount Goldman Sachs
Capital owed to ENA, if an offset is available.  However, Mr.
Schatzow contends that Goldman Sachs Capital and J. Aron's
valuation methodology is improper and inconsistent with the
Master Agreement.  In addition, the alleged set-off clause in the
Master Agreement does not provide for the set-off asserted by
Goldman Sachs Capital.

Mr. Schatzow explains that the set-off provision, if applicable
to the Termination Payment, in the Master Agreement claimed by
Goldman Sachs Capital to allow for the non-mutual set-off of
debts, is invalid, unenforceable and avoidable under Section
553(a) of the Bankruptcy Code and other applicable law.  
Moreover, the set-off provision is invalid and unenforceable
because Goldman Sachs Capital's affiliates are not signatories to
the Master Agreement and have never provided ENA with any
consideration for the purported non-mutual set-off rights under
the Master Agreement.

Accordingly, ENA seeks a Court judgment:

   (1) ordering that Goldman Sachs Capital turn over $45,274,929,
       which is property belonging exclusively to ENA's estate;

   (2) awarding damages, in an amount to be determined at trial,
       resulting from Goldman Sachs Capital's failure to pay the
       Termination Payment resulting from the early termination
       of the GSCM ISDA Master Agreement;

   (3) awarding damages, in an amount to be determined at trial,
       resulting from Goldman Sachs Capital's unjust enrichment;

   (4) declaring the alleged non-mutual set-off provisions
       invalid and unenforceable to the extent Goldman Sachs
       Capital attempts to set off any amounts Goldman Sachs
       Capital owes to ENA against any amounts ENA allegedly owes
       Goldman Sachs Capital's affiliates, including, but not
       limited to, J. Aron;

   (5) declaring that Goldman Sachs Capital violated the
       automatic stay;

   (6) awarding damages against Goldman Sachs Group LP on account
       of the breach of its obligations under the Guarantee;

   (7) awarding damages against Goldman Sachs Group, Inc. on
       account of the breach of its obligations under the
       Guarantee; and

   (8) awarding interest, attorneys' fees, costs and expenses as
       provided by contract and as may be otherwise allowable
       under law. (Enron Bankruptcy News, Issue No. 84; Bankruptcy
       Creditors' Service, Inc., 609/392-0900)


EPRESENCE INC: Board of Directors Endorses Plan of Liquidation
--------------------------------------------------------------
ePresence, Inc. (Nasdaq:EPRE) announced that it has signed a
definitive agreement to sell the assets of its services business
to Unisys Corporation (NYSE:UIS). ePresence also announced that
its Board of Directors has approved a plan of liquidation of the
Company. ePresence will file a proxy statement seeking shareholder
approval on these matters.

                Sale of Services Business Assets

ePresence has entered into an agreement to sell its security and
identity management (SIM) services business assets to Unisys
Corporation for approximately $11.5 million in cash. These assets
include ePresence's customer relationships and industry
partnerships, and a majority of ePresence's employees are expected
to become employees of Unisys. The transaction is subject to the
approval of ePresence shareholders and other closing conditions,
and is expected to be completed as early as December 2003.

"The sale of our services business to Unisys is positive news for
our clients, employees and shareholders," stated Bill Ferry,
chairman and chief executive officer of ePresence. "Identity
management is a growing field and Unisys is a strong player,
offering a broad portfolio of security solutions and expertise
across a number of industries. For our employees, we believe
Unisys is an ideal cultural fit and provides an opportunity for
them to advance their careers in security and identity
management."

                     Plan of Liquidation

ePresence's Board of Directors has unanimously agreed to recommend
to shareholders that the Company be liquidated. The Company and SG
Cowen, its financial advisor, implemented an extensive sales
process seeking out third parties that would be interested in
acquiring ePresence. In addition, the Company worked with SG Cowen
to explore opportunities to acquire other businesses and also
analyze the liquidation value of ePresence. After considering all
options, the Board of Directors determined that the sale of the
services business assets to Unisys followed by the liquidation of
the remaining portion of ePresence's assets was in the best
interest of its shareholders.

As of September 30, 2003, the Company's services business had cash
and marketable securities totaling $44.2 million, exclusive of its
holdings of the Company's majority-owned subsidiary, Switchboard
Incorporated (Nasdaq:SWBD). Liabilities for the Company's services
business on September 30, 2003 totaled $6.5 million.

In addition to the cash and marketable securities noted above, the
liquidation proceeds would include approximately $11.5 million in
cash from the proposed sale of the services business assets to
Unisys. ePresence also currently holds approximately 9.8 million
shares of Switchboard common stock and currently plans to sell,
subject to shareholder approval, all of these shares in an
underwritten public offering in order to facilitate an orderly
distribution of the shares. A registration statement for this
offering is expected to be filed by Switchboard today with the
SEC. Alternatively, ePresence may sell a portion of its
Switchboard shares in such offering, either prior to or following
its meeting of shareholders. ePresence intends to distribute to
its shareholders the proceeds of any sales of Switchboard common
stock and/or any remaining shares of Switchboard not sold. Any
distribution to shareholders will be net of any tax liability
resulting from such sale or distribution that is not offset by
ePresence's net operating loss and tax credit carry-forwards.
Based upon the $7.42 market price of Switchboard as of the
market's closing Wednesday, this tax liability of ePresence would
be approximately $1.0 million, and any increase in the price of
Switchboard at the time of such sale or distribution would be
taxable at approximately a 34% marginal rate.

In addition to converting its remaining assets to cash and
satisfying the liabilities currently on its balance sheet, the
Company anticipates using cash in the next several months for a
number of items, including but not limited to: (i) ongoing
operating costs, including transaction fees, of at least $3.3
million, (ii) employee severance and related costs of at least
$6.9 million and (iii) other costs, including costs to terminate a
vendor relationship, insurance costs, costs to terminate leases
and wind down costs of at least $6.7 million. In addition,
ePresence expects to initially withhold a portion of its cash for
any unknown liabilities that may arise. As a result, excluding the
value of the Company's Switchboard holdings, the Company currently
estimates that it will be able to distribute to its shareholders,
in one or more cash distributions over time, approximately $1.10 -
$1.40 per share in a liquidation. The amount that ePresence will
be able to distribute to its shareholders with respect to its
shares of Switchboard common stock will depend, in the case of
shares that it sells, on the net proceeds after taxes and sales
commissions that it realizes from such sales and, in the case of
any shares not sold, on the after-tax value of such shares at the
time they are distributed to ePresence shareholders.

If the shareholders approve the plan of liquidation, the Company
intends to dissolve by filing articles of dissolution, liquidate
its remaining assets, satisfy its remaining obligations and make
one or more distributions to its shareholders of cash or assets
available for distribution. The Company currently anticipates that
the articles of dissolution would be filed within approximately 10
days following shareholder approval of the plan of liquidation.
Upon filing of the articles of dissolution, the Company expects to
delist its shares from NASDAQ and close its stock transfer books,
which would generally prohibit any further transfers of record of
its shares following dissolution. The Company anticipates making
an initial distribution to shareholders within approximately 20
days following the filing of the articles of dissolution. The
precise timing of these events, however, cannot be predicted.

"After a thorough review of all potential strategic alternatives
with SG Cowen, our Board of Directors determined this was the most
appropriate action for ePresence to take," Ferry said. "The
Company's size was limiting its ability to fully capitalize on
emerging opportunities in the security and identity management
market. We thoroughly considered various initiatives to grow the
business, including the acquisition of other businesses and
technologies. Ultimately, after carefully evaluating all strategic
alternatives, we determined that the sale of ePresence's services
business and the subsequent liquidation of the Company was in the
best interest of our shareholders."

                    Third-Quarter Results

Consolidated revenues for the third quarter of 2003 were $8.2
million, with $4.1 million generated by ePresence's services
business and $4.1 million generated by Switchboard. This compares
with consolidated revenues of $10.7 million in the third quarter
of 2002, with $7.4 million generated by ePresence's services
business and $3.4 million generated by Switchboard. For the third
quarter of 2003, the Company's consolidated net loss was $(1.3)
million, or $(0.06) per share. This compares with a consolidated
net loss of $(3.3) million, or $(0.15) per share, for the third
quarter of 2002.

As of September 30, 2003, ePresence had a balance of $97.1 million
in cash and marketable securities on a consolidated basis, of
which $44.2 million was held by ePresence and $52.9 million was
held by Switchboard. This compares with a consolidated balance of
$96.5 million on June 30, 2003.

Information regarding Switchboard's third-quarter financial
results and fourth-quarter 2003 guidance is available in a
separate news release issued on October 23, 2003, which can be
accessed in the "Investors" section of Switchboard's Web site,
http://www.switchboard.com.

                       About ePresence

ePresence, Inc. (Nasdaq:EPRE) is a market leader in delivering
Security and Identity Management (SIM) solutions that help
companies reduce cost, enhance security, improve customer service
and increase revenues. Our highly focused solutions leverage
technologies such as enterprise directories, metadirectories,
single sign-on and provisioning systems, and have enabled numerous
Fortune 1000-class companies to efficiently and securely provide
personalized access to digital resources, thus maximizing the ROI
of their IT-based initiatives. ePresence is headquartered in
Westboro, Massachusetts and can be reached at 800-222-6926 or
online at http://www.epresence.com.


GENTEK: Fitch Withdraws CC/D Ratings on Senior Sec. & Sub. Notes
----------------------------------------------------------------
Fitch Ratings has withdrawn the ratings on GenTek Inc. senior
secured bank facility and senior subordinated notes. GenTek's
senior secured bank facility was rated 'CC'; the senior
subordinated notes were rated 'D'. GenTek filed a petition for
reorganization and protection from its creditors under Chapter 11
of the U.S. Bankruptcy Code in October 2002.


GEORGETOWN STEEL: Wants to Extend Schedule Filing Until Dec. 20
---------------------------------------------------------------
Georgetown Steel Company, LLC is asking the U.S. Bankruptcy Court
for the District of South Carolina to give them an extension of
time to file their schedules of assets and liabilities, statements
of financial affairs and lists of executory contracts and
unexpired leases required under 11 U.S.C. Sec. 521(1).  

The Debtor reports 1,600 creditors and employees.  Given the size
and complexity of the its business and the fact that certain
prepetition invoices have yet been received or entered into the
Debtor's financial accounting systems, the Debtor has not had the
opportunity to gather the necessary information to prepare and
file the Schedules and Statements.

The Debtor points out that the conduct and operation of its
business requires it to maintain voluminous books and records and
a complex accounting system. The Debtor's employees have commences
the process of assembling the information necessary to complete
the Schedules and Statements.

At this point, the Debtor estimates it will need until
December 20, 2003 to file complete and coherent Schedules and
Statements with the Court.

Headquartered in Georgetown, South Carolina, Georgetown Steel
Company, LLC manufactures high-carbon steel wire rod products
using the Direct Reduced Iron (DRI) process.  The Company filed
for chapter 11 protection on October 21, 2003 (Bankr. S.C. Case
No. 03-13156).  Michael M. Beal, Esq., at McNair Law Firm P.A.,
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
estimated debts and assets of over $50 million each.


GREEN POWER: Independent Auditors Raise Going Concern Doubts
------------------------------------------------------------
Green Power Energy Holdings Corporation is a generator and
wholesaler of electric power to electric utilities serving the
retail electric market.  The Company currently owns and operates a
38-megawatt cogeneration facility in Kenansville, North Carolina,
which has governmental permits to burn a variety of fuels.  Its
business strategy is to acquire and operate similar facilities
throughout the eastern United States. As of October 15, 2003, no
definitive agreements or understandings have been reached
regarding the terms and conditions of any additional acquisitions.

GPEH Corp. was originally organized on May 20, 2002. Its revenues
for the quarter ended August 31, 2003 were  $1,696,831.  For the
quarter ended August 31, 2003, the Company has experienced losses
of approximately $1,105,500, principally as a result of the
conversion of the plant to mixed-fuel use, startup costs and
merger expenses.

As stated in GPEH's auditor's report for the year ended
May 31, 2003, substantial doubt exists about the Company's ability
to continue as a going concern.

At August 31, 2003, GPEH had approximately $9,860 in cash and cash
equivalents.  To date, the Company shows negative  cash flowsand
expects losses from operations and negative cash flow to continue
for the foreseeable future. If its revenues and spending levels
are not adjusted accordingly, management has said the Company may
not generate  sufficient revenues to achieve profitability.  Even
if profitability is achieved, the Company may not sustain or
increase such profitability on a quarterly or annual basis in the
future.

Management is of the opinion that the Company will need to raise
total capital of approximately $9,000,000 to properly fund the
business for a period of 12 months.  As of October 15, 2003, GPEH
has been unable to determine the level of interest of any private
investor or financial institution in its securities or proposed
plan of  operations.  If unable to secure financing, management
will be forced to reevaluate the viability of the Company's
business plan.


HASBRO: Fitch Says Senior Unsecured Debt Rating Upgrade Imminent
----------------------------------------------------------------
Hasbro, Inc.'s 'BB' rated senior unsecured debt is expected to be
upgraded to 'BB+' by Fitch Ratings upon closing of its new
unsecured bank credit facility. The new bank facility, expected to
be similar in size to the current $380 million facility, will be
rated 'BB+' as well. The upgrade takes into consideration the
elimination of the structural subordination of the senior
unsecured bondholders to the existing secured bank credit
facility, as well as the ongoing operating improvements Hasbro has
made. Upon consummation of the new facility, which is expected
sometime next week, the 'BB+' rating on the existing secured
facility will be withdrawn. About $825 million in debt is affected
by this action. The Rating Outlook is Stable.

The ratings reflect Hasbro's strong market presence and its
diverse portfolio of brands, coupled with its improved operating
and financial profile. Ongoing concerns center on Hasbro's ability
to build its core brands over the longer term given the intensely
competitive toy industry, which faces substantial new product
introductions and innovations each year. Also considered is the
significant customer concentration, particularly in the domestic
market with three key retailers dominating toy sales in the U.S.

Since 2001 Hasbro has been focused on rebuilding sales of its core
brands and lessening its dependence on licensed and faddish
products. Though revenues were relatively flat in 2002 versus
2001, its product development and brand building efforts have led
to a 10.7% increase in revenues in the first nine months of fiscal
2003 from the same period last year. In addition, profitability
continues to strengthen due to ongoing cost reduction efforts as
the company makes progress in its goal of removing $100 million
more in costs from its expense base by 2004, following a $100
million reduction in costs in 2001. In 2001 EBITDA/sales rebounded
substantially to 15.2% from 8.6% in 2000 and though the 14.3%
margin in 2002 suffered from significant sales of low margin Star
Wars merchandise, profit margins have begun to return to higher
levels. In the nine months ended Sept. 28, 2003 EBITDA/sales
increased to 14.4% from 13.1% in the same period of 2002.

Following its leverage peak at year-end 2000, Hasbro's credit and
financial profile has improved, largely through its commitment to
direct cash flow to reduce debt. Since year end 2000 the company
has repaid over $400 million in debt and improved leverage (total
debt/EBITDA) to 2.1 times (x) as of Sept. 28, 2003 from 4.3x at
Dec. 31, 2000. Over the same period, EBITDA coverage of interest
increased to 7.4x from 2.8x. Fitch expects further improvements in
Hasbro's financial profile will be driven by additional debt
reduction coupled with improvements in profitability.

Hasbro, with 2002 revenues of about $2.8 billion, is the world's
second largest toy and game company. The company maintains a
diversified portfolio of brands including Monopoly, Clue,
Playskool, Play-doh, GI Joe, Mr. Potato Head, and Transformers. In
2002, its largest brand accounted for less than 9% of revenues.


HAUSER: Agrees to Sell Botanicals Extracts Division to Zuellig
--------------------------------------------------------------
Hauser, Inc. (OTCBB:HAUS) agreed to sell the assets of its wholly
owned subsidiary, Long Beach, California-based Botanicals
International Extracts, Inc., to Zuellig Botanicals, Inc., a
subsidiary of Zuellig Group N.A., Inc. The Zuellig companies are
34% shareholders of Hauser and could own approximately 43% of the
company if they exercise their outstanding warrants.

The sale is subject to overbid and approval by the United States
Bankruptcy Court, Central District of California, which could take
up to 60 days. Hauser expects proceeds from the sale of between
$8.2 million and $9.2 million, a part of which will be used to pay
down a majority of the outstanding indebtedness of $8.6 million to
Wells Fargo Bank, N.A., the company's senior secured creditor.

Botanicals International Extracts manufactures, markets and
distributes botanical extracts, dietary and nutritional
supplements, nutraceuticals and vitamins. For the 12 months ended
September 30, 2003, the subsidiary had approximately $27 million
in sales, which represents more than 70% of Hauser's revenues.

"We continue to look for strategic buyers of our remaining
business units, including Hauser Contract Research," said Kenneth
Cleveland, president and chief executive officer.

On April 1, 2003, Hauser filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code. The
sale of Botanicals International Extracts and the other
contemplated sales are part of the company's reorganization plan.

Hauser, headquartered in El Segundo, California and Longmont,
Colorado, is a leading supplier of herbal extracts and nutritional
supplements. Hauser also provides chemical engineering services
and contract research and development. Hauser's products and
services are principally marketed to the pharmaceutical, dietary
supplement and food ingredient businesses. Hauser's business units
include: Botanicals International Extracts and the Hauser Contract
Research Organization. Hauser also does business using the assumed
name BI Nutraceuticals.


HAWAIIAN HOLDINGS: Amex Grants Extension to Regain Compliance
-------------------------------------------------------------
Hawaiian Holdings, Inc. (Amex: HA) announced that, on October 13,
2003, the Company received notice from the staff of the American
Stock Exchange indicating that Amex is continuing the listing of
the Company's stock and that Amex has granted the Company an
extension of time to regain compliance with Amex's continued
listing standards.

On June 30, 2003, the Company received notification from Amex that
the Company is not in compliance with certain of Amex's continued
listing standards, with shareholders' equity of less than $2
million and losses from continuing operations and/or net losses in
two out of its last three years, and with shareholders' equity of
less than $4 million and losses from continuing operations and/or
net losses in three of its four most recent fiscal years. Amex has
also noted that the Company has failed to comply with its listing
agreement due to its failure to file a Form 10-Q with the
Securities and Exchange Commission for the fiscal quarter ending
on June 30, 2003, which fact the Company has previously disclosed.

Amex afforded the Company the opportunity to submit a plan on how
it intended to come within compliance with the continued listing
standards, and the Company submitted such a plan to Amex for
consideration. The recent notification from Amex grants the
Company an 18-month extension within which to regain compliance
with the Amex continued listing standards. During this period, the
Company will be subject to periodic review by Exchange staff. The
Exchange has also informed the Company that, notwithstanding the
18 month extension, failure to make progress consistent with the
plan or to regain compliance with the continued listing standards
by the end of the extension period, or other developments, could
result in the Company being de-listed from Amex. The Exchange
continued the listing subject to a number of other conditions.

Hawaiian Holdings is a Delaware company that has been public since
August 2002, when Hawaiian Airlines, its sole operating
subsidiary, which itself had been publicly held, became a wholly
owned subsidiary of Hawaiian Holdings in an internal corporate
reorganization. Hawaiian Airlines filed for chapter 11-bankruptcy
protection on March 21, 2003.


IMC GLOBAL: Reports Losses Due to Rising Raw Material Costs
-----------------------------------------------------------
Bond tender premiums and fees and large increases in raw material
costs were primary contributors to a net loss of $28.1 million, or
27 cents per diluted share, reported by IMC Global Inc. (NYSE:
IGL) for the quarter ended September 30, 2003, which included the
previously disclosed charge related to bond tender premiums and
fees of $25.2 million ($17.1 million after tax), or 15 cents per
diluted share.  Excluding this charge, the Company reported a
third quarter net loss of $11.0 million, or 12 cents per diluted
share, primarily due to the major raw material cost increases.  In
the third quarter of 2002, IMC Global reported net earnings of
$8.1 million, or 7 cents per diluted share.
    
In addition, 2003 third quarter results were negatively impacted
by lower phosphate shipments and higher idle plant costs from the
shutdown of remaining Louisiana phosphate production for the month
of July.  Partially offsetting these negative factors were the
impacts of higher phosphate pricing and potash sales volumes.

Net sales in the third quarter improved slightly to $495.7 million
versus $490.2 million in the comparable 2002 period.
    
For the nine months of 2003, the Company reported a loss from
continuing operations of $37.7 million, or 35 cents per diluted
share, compared with earnings of $19.6 million, or 17 cents per
diluted share, a year ago.

Including predominantly non-cash losses from discontinued
operations in both periods and the cumulative effective of a
change in accounting principle this year, the Company reported a
net loss of $71.6 million, or 64 cents per diluted share, in the
nine months of 2003 compared to a 2002 nine-month loss of $34.5
million, or 30 cents per diluted share.

Third quarter capital expenditures declined 3 percent to $33.4
million; nine month capital expenditures of $82.0 million compared
with $100.1 million in the year-ago period.  Operating earnings
and depreciation, depletion and amortization expenses in the
quarter were $20.6 million and $42.9 million, respectively,
compared with $47.0 million and $40.9 million a year earlier.

                          IMC PhosFeed
    
IMC PhosFeed's third quarter net sales of $310.6 million decreased
7 percent compared with $334.8 million last year as a result of
lower sales volumes, partially offset by higher prices.  Total
concentrated phosphate shipments of approximately 1.3 million
short tons were below the prior-year level of approximately 1.4
million primarily due to the shutdown of remaining Louisiana
phosphate production for the month of July to better balance
supply with demand.  This contributed to a domestic sales volume
decline of 30 percent in the quarter.  Export volumes rose
slightly versus 2002 due to higher shipments to Brazil, Japan and
India which offset a 300,000 metric ton reduction in Chinese
volumes as a result of the absence of a Sinochem supply contract.  
During the third quarter, PhosChem signed a new multi-year DAP
supply agreement with CNAMPGC of China that included an additional
400,000 metric tons to be shipped by year-end 2003.  The average
price realization for
DAP of $156 per short ton in the third quarter increased $11, or 8
percent, versus the prior year but fell slightly from the second
quarter level of $158.

The third quarter gross margin loss of $1.3 million declined from
a gross margin of $30.9 million a year ago primarily due to
greatly increased ammonia, natural gas and sulphur raw material
costs, coupled with reduced volume and higher idle plant costs
from the total shutdown of Louisiana production for the month of
July, partially offset by higher phosphate pricing.  The slight
third quarter gross margin loss improved markedly from the 2003
second quarter gross margin loss of $13.4 million, primarily due
to easing raw material costs and improved operating costs.
    
Approximately 30 percent of Louisiana concentrated phosphate
output continued to be idled in August and September, a rate that
is expected to be maintained until market conditions show
sufficient and sustained improvement.
    
For the nine months, revenues of $988.2 million were slightly
below $1,009.1 million a year ago.  The average DAP price per
short ton of $151 increased 9 percent, or $13 per short ton,
versus the prior-year period. Phosphate shipments of 4.2 million
short tons for the nine months fell 10 percent compared with 4.6
million short tons in 2002, again primarily due to the total
shutdown of Louisiana phosphate production for the months of June
and July.
    
Gross margin losses of $29.5 million in the nine months of 2003
compared with gross margins of $63.4 million a year earlier due to
significantly higher ammonia, sulphur and natural gas costs,
higher production costs, and lower sales volumes, partially offset
by higher selling prices.

                           IMC Potash
    
IMC Potash's third quarter net sales increased 15 percent to
$204.2 million versus last year's $178.1 million due to stronger
worldwide shipments. Total sales volumes of 2.1 million short tons
increased 17 percent versus approximately 1.8 million a year ago.  
Export and domestic shipments improved 28 percent and 12 percent,
respectively.  The average selling price, including all potash
products, was $72 per short ton compared to $73 per short ton in
the prior year, in spite of an 8 percent decline in export
realizations primarily from higher freight rates.  The Company
announced a $10 per short ton MOP domestic price increase,
effective July 15, and an additional $7 domestic MOP price
increase, effective September 29.
    
Third quarter gross margins of $49.8 million ($60.4 million
excluding provincial levies) improved 27 percent from $39.1
million ($52.3 million excluding provincial levies) primarily as a
result of higher sales volumes. Lower overall costs from stringent
expense controls and effective hedging of foreign currency more
than offset the impact of foreign currency translation and higher
natural gas costs.  IMC Potash continued to balance supply with
demand by taking 15 weeks of mine shutdowns, unchanged from the
prior year.
    
Nine-month net sales of $657.5 million were 4 percent higher than
last year's $632.7 million as higher volumes and domestic prices
more than offset lower export realizations.  Gross margins of
$167.9 million ($210.3 million excluding provincial levies)
increased 5 percent versus the prior year.  The gross margin
improvement was attributable to higher sales volumes partially
offset by slightly lower export pricing.  Sales volumes rose 6
percent to approximately 6.6 million short tons from approximately
6.3 million last year. Export shipments improved 16 percent,
primarily due to strong volumes to China and Brazil.  Domestic
sales volumes were essentially unchanged year-over-year. The
average selling price, including all potash products, of $73 per
short ton was unchanged from the nine months of 2002.

                     Observations and Outlook
    
"A solid potash performance and a continuation of encouraging
year-over-year improvements in DAP pricing in the third quarter
were simply insufficient to offset the ongoing sting of large,
double-digit increases in ammonia, sulphur and natural gas costs,
which once again squeezed our phosphate margins," said Douglas A.
Pertz, Chairman and Chief Executive Officer of IMC
Global.  "The slight third quarter PhosFeed gross margin loss was
nonetheless a sequential improvement of $12 million versus the
second quarter of 2003 as raw material costs eased and operating
costs improved."

Third quarter results also were impacted by the shutdown of all
Louisiana phosphate production for the month of July and, as
previously indicated, higher interest expense  resulting from
recent bond refinancing activities, which together amounted to 5
cents per diluted share.

"We are encouraged that DAP pricing continued to register year-
over-year increases and reinforce our belief at the start of 2003
that full-year realizations would be meaningfully higher than in
2002 and even more so from the bottom-of-the-cycle in 2001," Pertz
noted.  "Lower phosphate volumes in the quarter stemmed primarily
from our attempts to achieve domestic price increases consistent
with our list price levels, as well as our shutdown for July of
all Louisiana phosphate production.  We were able to achieve
slightly higher export volumes despite a 300,000 metric ton
decline in Chinese shipments from PhosChem's lack of a Sinochem
supply agreement.  We expect a significant improvement in
sequential phosphate sales volumes in the fourth quarter as
Chinese contract shipments are scheduled to be strong in November
and December and U.S. fall demand accelerates as the harvest winds
down. PhosChem is essentially sold out for the balance of the
year, supporting the need to run our operations at current levels.  
2004 export volumes look encouraging, especially in China and
India, as both countries appear to be ending 2003 with extremely
low DAP inventories."
    
A 15 percent increase in IMC Potash net sales and nearly double
that in margins reflected sustained strength in global demand,
especially in markets such as China, Brazil and India, and
slightly reduced production costs, despite lower export prices,
Pertz noted.  He added that IMC Global is on track for record
export volumes in 2003.

While higher freight rates are negatively affecting export
netbacks, Pertz emphasized that strong domestic MOP pricing trends
continue following first half increases.  "We believe stronger
domestic volumes in the third quarter in part reflect the view
that the $10 per ton price increase posted for July 15 could be
fully realized in the fourth quarter," Pertz said.  "Based upon
shipments to date in the fourth quarter, we are confident that the
$10 per short ton price increase will be realized, which is
significant for IMC Global since two-thirds of our annual volumes
are domestic."

With an expected fourth quarter sequential improvement in potash
profitability and working from sequentially improved third quarter
PhosFeed margins, the Company's results from continuing operations
in the fourth quarter will ultimately depend upon the changes in
phosphate pricing and raw material costs over the next several
months.

Based on current market pricing and raw material costs, the
Company's fourth quarter results from continuing operations could
be in the range of the 2003 third quarter loss (before bond tender
premiums and fees) of 12 cents per diluted share.
    
With 2002 revenues of $2.1 billion, IMC Global (S&P, B+ Corporate
Credit Rating, Stable) is the world's largest producer and
marketer of concentrated phosphates and potash crop nutrients for
the agricultural industry and a leading global provider of feed
ingredients for the animal nutrition industry.  For more
information, visit IMC Global's Web site at
http://www.imcglobal.com


INTERNATIONAL SHIPHOLDING: Q3 Net Loss Widens to $1.6 Million
-------------------------------------------------------------
International Shipholding Corporation (NYSE:ISH) reported results
for the three month and nine month periods ended September 30,
2003. Net loss for the three months ended September 30, 2003 was
$1.644 Million as compared to a net loss of $1.125 Million for the
three months ended September 30, 2002. For the first nine months
of 2003, net income was $3.840 Million as compared to a net loss
of $929,000 for the same period of 2002.

The primary factor contributing to the third quarter 2003 loss was
the recognition of costs associated with the necessity for
retirement of debt related to our U.S. Flag coal carrier, ENERGY
ENTERPRISE, amounting to $2.6 Million before tax or $1.7 Million
after tax as a result of U.S. Generating New England, Inc.,
charterer of the ENERGY ENTERPRISE, having filed a petition for
bankruptcy protection on July 8, 2003. This filing, as previously
reported, became an event of default under the vessel's debt
indenture resulting in the acceleration of principal and interest
and triggering cross defaults under certain of the Company's other
debt agreements. In order to cure these technical defaults thereby
created, we secured alternative financing during August 2003 and
paid in full the outstanding obligations associated with the
ENERGY ENTERPRISE loan. Settlement of the loan included the
payment of a "make-whole" prepayment penalty, which we otherwise
would not have had to pay, and a write-off of deferred financing
charges which together make up the total before tax charge of $2.6
Million or $1.7 Million after tax.

Additionally, during the third quarter of 2003, we incurred
unanticipated vessel repair costs on certain of our other vessels
as a result of machinery deficiencies and accelerated deferred
charge write-offs which, together with lost time, totaled
approximately $2.0 Million before tax or $1.3 Million after tax.

On the positive side, results in the third quarter of 2003 were
improved in our Foreign Flag Transatlantic and U.S. Flag LASH
liner services as compared to 2002, although the third quarter
2003 compared unfavorably to the second quarter of 2003 for the
Transatlantic liner service as a result of lower cargo volumes.

Improvement in the first nine months of 2003 occurred in several
areas of our operations. Improved results were achieved in 2003 in
our Rail/Ferry Service as a result of higher cargo volumes in the
current period. Additionally, our U.S. Flag liner service made
positive contributions in the first nine months of 2003 as
compared to 2002. Also, our U.S Flag Coal Carrier, ENERGY
ENTERPRISE, operating in the coast-wise trade was utilized for all
but two days during the first nine months of 2003 under its basic
time charter contract as compared to the same period of the
previous year when it was out of service thirty-three days for
repairs and during which it operated sixty days in the spot market
at lower rates as compared to its basic charter. The charterer has
exercised its option to extend the vessel's use in 2003 beyond the
base charter period of two-hundred forty days in contract year
number eight at contractually reduced rates, but comparable to
current spot market rates.

During the first nine months of 2003, we realized a before tax net
gain of approximately $1.3 Million representing a discount on the
retirement of approximately $10.685 Million of our 7.75% Unsecured
Notes scheduled to mature in 2007. Retirements of debt during the
past year, together with lower interest rates on variable rate
loans, have resulted in reduced interest expense during the first
nine months of 2003 as compared to the same period of the prior
year.

During the first nine months of 2002, we had other income of
approximately $1.482 Million resulting primarily from interest
that we earned on overpayments of foreign taxes made in prior
years that were previously refunded.


ISLE OF CAPRI: Acquires Interest in U.K.-Based Blue Chip Casinos
----------------------------------------------------------------
Isle of Capri Casinos, Inc. (Nasdaq: ISLE) officials announced
that the Gaming Board for Great Britain has approved the
acquisition of a majority interest in Blue Chip Casinos Plc.  Isle
of Capri is the first American casino operator to receive Gaming
Board approval.
    
Through a definitive agreement, which is expected to close by the
end of the year, Isle of Capri Casinos, Inc. will acquire a two
thirds interest in Blue Chip Casinos Plc for 5 million pounds
sterling ($8 million).  The remaining one-third interest of Blue
Chip is held by English private investors.  Blue Chip is acquiring
the Castle Casino located in Dudley, England, near Birmingham, and
also received consent to develop and operate two other properties
in that area.  Isle of Capri was advised in the transaction by
CIBC World Markets PLC and S.J. Varghese & Co. Blue Chip was
advised by Dawnay Day Corporate Finance Limited.
    
Bernard Goldstein, Isle of Capri Casinos chairman and chief
executive officer, said, "Isle of Capri has been a pioneer in the
regional gaming industry in the United States, and we continue
that tradition by being the first American casino company to enter
the United Kingdom market."

Timothy M. Hinkley, president and chief operating officer of the
Isle of Capri, said,  "Through our ownership in Blue Chip, we
believe we gain an advantage -- giving us valuable experience
prior to enactment of the proposed UK gaming reforms.  This is the
company's first step in our U.K. strategy, applying our proven
business model of being first in regional markets with a highly
branded product.  We look forward to introducing Isle Style gaming
to the United Kingdom."
    
Also, as recently announced, Isle of Capri has signed Heads of
Terms to own and operate a 100,000-square-foot entertainment
complex, including an Isle of Capri Casino, in Coventry, England
adjacent to the City's planned football arena.  The project is
subject to receiving all necessary approvals.
    
Isle of Capri regards the United Kingdom as the cornerstone of its
international expansion.  Isle plans several additional regional
entertainment complexes which will feature an Isle of Capri
casino, as well as development of a local-market Isle Club
concept.

Isle of Capri Casinos, Inc. (S&P, B+ Corporate Credit Rating,
Stable) owns and operates 15 riverboat, dockside and land-based
casinos at 14 locations, including Biloxi, Vicksburg, Lula and
Natchez, Mississippi; Bossier City and Lake Charles (two
riverboats), Louisiana; Black Hawk (two land-based casinos) and
Cripple Creek, Colorado; Bettendorf, Davenport and Marquette,
Iowa; and Kansas City and Boonville, Missouri. The company also
operates Pompano Park Harness Racing Track in Pompano Beach,
Florida.


IT GROUP: Unsecured Panel Moves to Prosecute Avoidance Actions
--------------------------------------------------------------
On July 24, 2002, the Official Committee of Unsecured Creditors in
the Chapter 11 cases of The IT Group, Inc. and its debtor-
affiliates sought the Court's permission to prosecute the Debtors'
causes of action against their Prepetition Senior Lenders.  On the
same day, the Committee commenced an adversary proceeding before
the Court against the Prepetition Lenders asserting, among other
things, Avoidance Actions.  The Court subsequently approved the
Committee's request to prosecute avoidance actions on
August 14, 2002.  However, the Committee Action remains pending,
but is subject to a proposed Global Settlement between the
Committee and the Prepetition Lenders.

On March 26, 2003, the Court approved the Committee's retention
of AlixPartners LLC as bankruptcy claims specialist in these
cases to assist the Committee in its evaluation of the Debtors'
Avoidance Actions, particularly potential preference actions.  
Based on AlixPartners' analysis, the Debtors made payments
totaling $135,000,000 to creditors within the 90 days prior to
the Petition Date.  Of the $135,000,000, $85,000,000 in payments
were made in respect of Assigned Contracts.

Eric M. Sutty, Esq., at The Bayard Firm, in Wilmington, Delaware,
relates that the Committee, the agent for the Debtors'
Prepetition Senior Lenders and the Debtors have reached an
agreement with respect to the principal terms of a global
settlement in these Chapter 11 Cases to be incorporated in a
Chapter 11 plan, which will be filed shortly.  

The Global Settlement provides, among other things, that:

    -- 80% of recoveries from the Debtors' Avoidance Actions will
       be distributed for the benefit of holders of allowed
       unsecured claims against the Debtors and the remaining 20%
       of these recoveries will be distributed to the Prepetition
       Lenders; and

    -- AlixPartners, as Plan Administrator, will have the
       responsibility of prosecuting, settling, releasing,
       selling, assigning, or otherwise transferring or
       compromising any causes of action of the Debtors' estates,
       subject to the provisions of the Chapter 11 plan.

The two-year statute of limitations period under Section 546(a)
of the Bankruptcy Code for the assertion of the Debtors'
Avoidance Actions expires on January 16, 2004.  AlixPartners
performed an extensive analysis and review of the Debtors'
Avoidance Actions from information and records made available by
the Debtors.  

Notably, Mr. Sutty submits that there are millions of dollars of
preference claims relating to the Assigned Contracts, which
claims were expressly preserved by the Asset Purchase Agreement
with Shaw, which the Committee believes will result in
substantial recoveries for the Debtors' estates and creditors.

Based upon AlixPartners' analysis to date, the Committee believes
that significant Avoidance Actions exist which must be asserted
prior to the expiration of the Statutory Deadline.  In
consultation with the Prepetition Lenders' Agent and the Debtors,
the parties believe that the most expeditious and efficient means
to proceed with the Avoidance Actions is to grant leave, standing
and authority to the Committee and its professionals to prosecute
the Avoidance Actions.

The Committee, therefore, seeks Judge Walrath's permission to
prosecute the Avoidance Actions, for the benefit of the Debtors'
estates and creditors.   

Mr. Sutty explains that the Committee is simply seeking to
expeditiously and efficiently address the prosecution of the
Debtors' Avoidance Actions in light of the proposed Global
Settlement and the Statutory Deadline in January 2004. (IT Group
Bankruptcy News, Issue No. 35; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  


L-3 COMMS: Planned Vertex Acquisition Spurs S&P to Affirm Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB+' corporate credit rating, on defense electronics firm L-3
Communications Corp. The company has approximately $2.1 billion of
debt. The outlook is stable.

"The affirmation follows L-3's announcement that it will be
acquiring Vertex Aerospace LLC for $650 million in cash," said
Standard & Poor's credit analyst Christopher DeNicolo. The
acquisition will be financed with cash on hand and revolver
drawings, resulting in a small increase in L-3's lease-adjusted
debt to capital ratio, which is currently around a satisfactory
50%. The increased leverage from the acquisition could be offset
by the expected conversion to equity of $300 million of
convertible debt securities at the next call date in December
2003. The conversion is likely as the stock of L-3's parent, L-3
Communications Holdings Inc., is currently trading above the
conversion price. Vertex provides aviation training and
maintenance services to the U.S. military and other government
agencies and is expected to have approximately $800 million of
revenues in 2004. The acquisition will bolster L-3's service
offerings and improve its ability to benefit from increases in the
operations and maintenance portion of the U.S. defense budget. The
transaction is expected to close in December 2003.

Ratings on New York, New York-based L-3 reflect a slightly below
average business profile and an active acquisition program. Credit
quality benefits from an increasingly diverse program base and
efficient operations. Acquisitions are an important part of the
company's growth strategy, and the balance sheet has periodically
become highly leveraged because of debt-financed transactions.
However, management has a good record of restoring financial
flexibility by issuing equity.

L-3's satisfactory overall financial profile should allow the
company to continue to pursue moderate-size (less than $1 billion)
acquisitions financed initially with debt. Risks associated with
the company's ambitious acquisition program are mostly offset by
the positive trends in spending for defense electronics.


LAND O'LAKES: Third Quarter Net Loss Narrows to $1.4 Million
------------------------------------------------------------
Land O'Lakes, Inc. reported its third quarter and year-to-date
financial results, while also commenting on individual business
unit performance and progress against key strategic initiatives.
    
Year-to-date, sales are $4.4 billion with net earnings of $42.9
million, compared to sales of $4.3 billion and net earnings of
$35.3 million in the first nine months of 2002.  For the third
quarter, traditionally the company's weakest, Land O'Lakes is
reporting $1.58 billion in sales and a net loss of $1.4 million,
compared to $1.4 billion in sales and a net loss of $12.0 million
in 2002.

Bond EBITDA for the third quarter was $30.6 million, versus $35.4
million in the third quarter of 2002.  For the first nine months
of 2003, Bond EBITDA was $116.1 million, versus $136.2 million
last year.  Excluding litigation settlements, the year-to-date
2003 Bond EBITDA was $93.6 million, down 5.8% versus the 2002 Bond
EBITDA of $99.4 million for the first three quarters,
before settlements.  The company indicated that it was lowering
its full-year Bond EBITDA forecast from $230 million to $210
million.

                    Strategic Initiatives

Land O'Lakes reported progress against its key strategic
initiatives.
   
Land O'Lakes continues to report progress in paying down debt,
portfolio management and the building of its branded businesses.
    
Paying down debt.  Land O'Lakes paid down term debt by $25 million
during the third quarter and made another $16 million payment in
October.  Year-to-date, principal payments on the company's term
debt have totaled $121 million. As Land O'Lakes closed the third
quarter, its long-term debt to capital ratio was 3 percentage
points better than one year ago.
    
The company maintained strong liquidity, ending the quarter with a
combination of cash-on-hand and unused borrowing authority
totaling more than $225 million.  Land O'Lakes remained in
compliance with all its financing covenants.
    
Growing Branded Businesses.  Land O'Lakes completed the roll out
of two new Dairy Foods products -- LAND O LAKES Spreadable Butter
with Canola Oil and LAND O LAKES Soft Baking Butter with Canola
Oil.  Consumer acceptance of these soft-from-the-refrigerator
products has been strong and sales are running ahead of forecasts.  
Land O'Lakes also continues to build on the strength of its brands
in Deli Cheese, where branded volume was up 3%.

In Ag Services, Land O'Lakes CROPLAN GENETICS brand is helping
drive a record year in Seed; sales for the AgriSolutions-branded
crop protection product line are up nearly 30% over a year ago;
and the company's feed brands (LAND O LAKES and Purina) remain
formidable assets.

Proactive Portfolio Management.  Land O'Lakes continued efforts to
reduce its invested capital and exposure to market risk in Swine.  
Year-to-date, volume in Farrow-to-Finish and higher-risk Swine
Programs was down 12%.

The company is continuing efforts to reposition underperforming
manufacturing assets in the Upper Midwest.  Land O'Lakes completed
the sale of its Perham, Minn., plant and will close its Volga,
S.D., plant once Davisco Foods International's new cheese
manufacturing facility in Lake Norden, S.D., is fully operational.  
Land O'Lakes has a milk supply and cheese marketing agreement with
Davisco in place.

                           Dairy Foods
    
Dairy Foods is reporting a pretax loss of $19.0 million dollars
through September, as compared to a loss of $15.4 million over the
first three quarters of 2002.  Dairy Food sales through September
were $2.1 billion, down about 3% from one year ago.
    
Dairy Foods Value Added operations achieved $21.7 million in
pretax earnings through September, as compared to $23.5 one year
ago.  Year-to-date volumes for retail butter and spreads, driven
by the strength of the LAND O LAKES brand, were up 3.3% versus
2002.  In Deli, overall volumes were down 4%, while volume in
higher-margin, branded Deli Cheese lines was up 3%.  Through
September, total cheese volume was about 2% behind one year ago,
with a significant decline in retail cheese volumes being offset
by volume increases in foodservice cheese.
    
Overall Foodservice volume was up about 4.5%, driven primarily by
strong sales in the school and casual and mid-scale restaurant
channels.

Despite recent market improvements, Land O'Lakes continues to face
significant challenges in its Dairy Foods Industrial
(manufacturing) operations.  Industrial is reporting a year-to-
date pretax loss of $40.6 million, as compared to a $38.9 million
loss in 2002.  While there have been recent improvements in dairy
markets, year-to-date average milk, butter, whey and nonfat dry
milk prices still remain below the first three quarters of 2002,
while cheese prices are up about 6.5%.
    
Finally, the allocation of additional staff and resources to
resolve performance issues at Cheese and Protein International
(CPI), the company's world-class cheese production plant in
Tulare, Calif., is showing results. Early packaging issues have
been resolved, and customer approval rates and make allowances in
both cheese and whey have shown improvement.  Land O'Lakes
continues to position CPI for the scheduled Phase II expansion,
which should significantly reduce per-unit costs.

                             Feed
    
Feed sales through September were $1.8 billion, and remain
basically even with one year ago.  Feed's year-to-date pretax
earnings of $25.0 million, were down from $38.8 million through
September of 2002.  However, the 2002 earnings included $35.9
million in vitamin litigation settlement revenues, as compared to
$22.4 million in litigation settlements over the first three
quarters of this year.  Factoring out litigation settlements, 2003
pretax earnings in Feed are running approximately even with 2002.

Feed's livestock volumes are down 12% through September, with
swine feed down 17% and dairy feed down 10%.  Depressed dairy and
swine markets have been key factors in volume declines.  In the
beef feed area, volume is up 3% year- to-date and 6% for the third
quarter.  Overall, lifestyle feed is down 4%, primarily due to a
12% decline in grass cattle feed volumes.  The company realized
growth in other lifestyle feed segments including companion animal
feed, with volume up 2% for the year, and horse feed, with volume
up 6% through September.

                             Swine
    
Year-to-date, swine prices averaged $41.44/cwt, compared to
$37.15/cwt for the same period one year ago.  As a result, the
company is reporting a $6.7 million loss in Swine through
September, as compared to an $11.3 million loss over the same
period last year.

                           Layers/Eggs
    
MoArk, the joint venture through which Land O'Lakes participates
in the egg market, continues to deliver improved performance --
reflecting stronger egg prices over the first three quarters of
2003.  The egg business generated $9.2 million in earnings, as
compared to a loss of $12.8 million over the same period last
year. Also contributing to this improved performance was
approximately $4 million in growth-related synergies and cost-
saving initiatives.
    
Dollar sales in eggs totaled $377 million through September, up
13% from one year ago. LAND O LAKES-branded eggs continued to
perform well, with sales of 3.2 million dozen through September, a
23% increase over one year ago.

                             Seed
    
Seed is reporting $13.9 million in earnings through the third
quarter, as compared to $10.0 million through the third quarter of
2002.  Seed sales volumes through September are up 32% in corn,
27% in soybeans and 10% in alfalfa.

                           Agronomy
    
Land O'Lakes is reporting $27.8 million in pretax earnings in
Agronomy through September, generated primarily through its 50%
ownership in the Agriliance joint venture.  These earnings are up
from $16.5 million one year ago.  Notably, Agriliance (which
operates on a September 1-August 31 fiscal year) has reported
increased earnings for three consecutive years.

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

                       *     *     *

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

     Rating Action                           To           From

  Land O'Lakes, Inc.

     * Senior implied rating                 B1            Ba2

     * Senior secured rating                 B1            Ba2

     * Senior unsecured issuer rating        B2            Ba3

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

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

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

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

  Land O'Lakes Capital Trust I

     * $191 million 7.45% Trust preferred
       securities                            B3            Ba3

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


LNR PROPERTY: Selling Additional $50 Million of Senior Sub Notes
----------------------------------------------------------------
LNR Property Corporation (NYSE: LNR) announced that it has agreed
to sell $50 million of 7.25% Senior Subordinated Notes due 2013 to
qualified institutional investors in a transaction complying with
Securities and Exchange Commission Rule 144A or Regulation S.  
These are in addition to $300 million of 7.25% Senior Subordinated
Notes LNR agreed to sell on October 15.  LNR will use the proceeds
to reduce secured senior revolving debt and for general corporate
purposes.
    
LNR also said that on October 21 and 22, it purchased a total of
$51.7 million principal amount of its 10 1/2% Senior Subordinated
Notes due 2009.  This is in addition to $79.9 million principal
amount it purchased on October 14 and 15.  LNR has solicited
tenders of all its outstanding 10 1/2% Notes, and has stated that
on January 15, 2004, it will redeem any 10 1/2%
Notes that are still outstanding.

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

                         *   *   *

As reported in the Troubled Company Reporter's October 22, 2003
edition, Fitch Ratings has assigned a 'BB-' rating to LNR Property
Corp's $300 million ten-year 7.25% senior subordinated notes.

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

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


LTV CORP: Exclusive Solicitation Time Extended to Feb. 24, 2004
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio
approved the extension of LTV Corporation and its debtor-
affiliates' exclusive solicitation period to February 2, 2004.
(LTV Bankruptcy News, Issue No. 56; Bankruptcy Creditors' Service,
Inc., 609/392-00900)


MASSEY ENERGY: 3rd Quarter 2003 Net Loss Tops $15.6 Million
-----------------------------------------------------------
Massey Energy Company (NYSE: MEE) reported financial results for
its third quarter ended September 30, 2003.

Produced coal revenues for the quarter were $310.7 million, a
decrease of 9% from $343.2 million for the comparable 2002 period.
Massey reported an after-tax loss for the third quarter of $3.8
million, or $0.05 per share, compared to a loss of $1.3 million,
or $0.02 per share for the comparable period in 2002. The third
quarter 2003 loss included the $21 million recovery of a property
and business interruption insurance claim related to the October
2000 slurry spill at its Martin County Coal subsidiary. After
adjusting for a previously booked receivable and claim settlement
expenses, the Company recorded a gain of $17.7 million pre-tax, or
$0.15 per share, as a result of the settlement. In 2002, the third
quarter loss included a charge of $13.2 million pre-tax, or $0.11
per share, related to the write-off of capitalized development
costs at certain idled mines. Coal sales volume for the quarter
was 10.0 million tons, a decrease of 8% from 10.9 million tons in
2002. EBITDA for the third quarter totaled $50.7 million, a 28%
decrease from $70.7 million in the comparable 2002 period.

"We reported financial results for the quarter at the upper end of
our revised projections due to improved operating performance in
the second half of the quarter," said Don L. Blankenship, Massey's
Chairman and CEO. "We were also pleased to see utility demand for
coal continue to escalate throughout the quarter. Since our last
earnings release, we contracted an additional 12 million tons of
coal for 2004 delivery at attractive prices."

The Company reported that indications of improving economic
conditions and the prospect of a seasonably cold winter, along
with the anticipated continuation of high natural gas prices and
tightening coal supplies in Central Appalachia, are contributing
to an enhanced market for coal producers. In addition, the weak
dollar and significantly higher overseas freight rates are
discouraging imports making U.S. metallurgical coal more
competitive in the export marketplace.

"After a difficult period in July and early August, caused by a
variety of shipping and operations issues, productivity improved
across the board at our mining operations," continued Blankenship.
This productivity improvement helped offset the impact of lower
than anticipated realized prices for the quarter, a result of
shipping a different mix of coal than expected, including less
metallurgical coal.

The Company reported that its surface mines continue to be
impacted by higher explosives and trucking costs. During the third
quarter, the Company received the mining permit it had sought
since 1999 for its Edwight, West Virginia surface mine, which has
an estimated 14 million tons of reserves. This surface reserve is
expected to yield low cost, high quality coal, requiring only
minimal public highway trucking. Massey is encouraged by the
improved flow of permitting through the West Virginia Department
of Environmental Protection and expects to receive surface mining
permits for a total of approximately 90 million tons of reserves
during 2003. Massey and other Central Appalachian coal producers
continue to experience permit delays at the federal level.

Subsequent to the quarter, the Company was the successful bidder
in an auction for surface reserves located near Chelyan, West
Virginia, and controlled by Horizon Natural Resources Company,
which is in bankruptcy proceedings. The total expected purchase
price is approximately $19 million, including funds to buy out a
secured debt position and production payments. These reserves are
contiguous to other property controlled by Massey and are expected
to yield approximately 30 million tons of low sulfur, mostly
compliance coal. "The purchase of these reserves, which includes
key permits, is an excellent example of the attractive,
opportunistic acquisition Massey looks for," stated Blankenship.
The purchase is subject to approval by the bankruptcy court.

As previously reported, the Company completed the refinancing of
its prior revolving credit facility during July. The Company
executed a $355 million secured financing package, including a
$105 million revolving multi-year credit facility maturing on
January 1, 2007, and a $250 million 5-year term loan maturing on
July 1, 2008, with an early maturity date of January 1, 2007 for
the term loan if the Company's existing 6.95% Senior Notes are not
refinanced by that date. A portion of the proceeds from the term
loan was used to repay all outstanding amounts under the prior
revolving credit facilities and Massey's accounts receivable
financing program.

At the end of the third quarter of 2003, Massey's total debt was
$664.4 million, consisting of $283 million of 6.95% Senior Notes,
$132 million of 4.75% Convertible Senior Notes and $249.4 million
under the 5-year term loan, up from $603.3 million total debt at
the end of the second quarter. At quarter end, there were no
borrowings under the accounts receivable financing program or the
$105 million revolving credit facility, but $34.3 million of
letters of credit had been issued under the revolver's $55 million
letter of credit sublimit. Available liquidity at September 30,
2003 was $178.4 million, including $70.7 million on its bank
revolver, net of letters of credit, availability of $58.2 million
under its accounts receivable financing program, which has a
maximum capacity of $80 million, and $49.5 million in cash.
Available liquidity at June 30, 2003 was $140.9 million. Total
debt- to-book capitalization ratio at September 30, 2003 was
46.1%, as compared to 43.5% at June 30, 2003.

Coal revenues of $939.0 million for the first nine months of 2003
decreased by 6% from $997.6 million for the same period in 2002.
Tons sold of 30.7 million in the first nine months decreased by 3%
from the 31.7 million tons sold in 2002. For the first nine months
of 2003, Massey's net loss was $15.6 million, or $0.21 per share,
before a $7.9 million, or $0.10 per share, charge to record the
cumulative effect of an accounting change resulting from the
adoption of SFAS 143, "Accounting for Asset Retirement
Obligations," the new accounting standard for recording
reclamation liabilities. Including this charge, the Company
reported a loss of $23.5 million, or $0.31 per share, as compared
to a loss of $22.0 million, or $0.30 per share, during the same
period in 2002. The 2002 loss included a pre-tax charge of $25.6
million ($17.1 million after tax), or $0.23 per share, related to
the Harman jury verdict. EBITDA for the first nine months in 2003
was $138.8 million compared with $146.7 million for the same
period in 2002.

The Company now projects sales of 41 to 42 million tons in 2003,
at an expected average sales price of between $30.50 and $31.00
per ton, compared to $31.30 for the full year 2002. Sales
commitments have been received for virtually all calendar 2003
projected shipments. For 2004, the Company expects to ship 44 to
47 million tons and has commitments for approximately 44 million
tons at an estimated average price of $32.00 to $33.00. The
Company anticipates shipping between 10 and 11 million tons during
the quarter ending December 31, 2003, at an estimated average
price per ton of between $31.00 and $31.50. Given the regular
disruptions and reduced work hours caused by the holidays during
the fourth quarter, the Company projects a loss of $0.10 to $0.30
per share and EBITDA of between $30 and $50 million.

"Although we are not yet where we want to be, we are making
progress on addressing our cost and productivity issues," stated
Blankenship. The Company reported that overall longwall production
has improved and that production at many of its other underground
mines was running at or near budget in September and in the first
half of October. "Together with the strengthening market and
improved cost structure, we look forward to increasing profit
margins in 2004 and estimate EBITDA of between $240 and $320
million," said Blankenship.

Capital expenditures during the third quarter of 2003 totaled
$34.3 million, compared to $28.4 million in the prior year third
quarter. The Company now anticipates capital spending of between
$130 and $140 million, excluding expected reserve purchases in the
fourth quarter. Depreciation, depletion and amortization (DD&A)
totaled $48.4 million in the third quarter of 2003, compared to
$64.1 million for the prior year third quarter. DD&A for the third
quarter of 2002 included $13.2 million related to the write-off of
capitalized development costs at certain idled mines. DD&A is
currently expected to total $190 to $195 million for 2003.

Massey Energy Company, headquartered in Richmond, Virginia, is the
fourth largest coal company in the United States based on produced
coal revenue.

                            *   *   *

As reported in Troubled Company Reporter's July 15, 2003 edition,
Standard & Poor's Ratings Services revised its outlook on Massey
Energy Company to stable from negative. At the same time, Standard
& Poor's assigned its BB+ rating to Massey's $355 million secured
credit facility. In addition, Standard & Poor's affirmed its
existing ratings on the company.

The new $355 million bank credit facility was rated 'BB+', one
notch above the corporate credit rating. The new facility consists
of a $250 million term loan due 2008 and a $105 million revolver
due 2007 and is secured by various assets including certain
account receivables, inventory, and certain property, plant &
equipment. The term loan has a manageable amortization schedule of
$0.6 million per quarter until maturity, and an early maturity
trigger based on whether Massey's existing 6.95% senior notes are
refinanced before January 1, 2007.


MAURICE CORP.: Liquidating CEO Goes to Jail for Bankruptcy Fraud
----------------------------------------------------------------
A Phoenix, Arizona man was sentenced in federal court for
bankruptcy fraud and embezzling over $1 million from bankruptcy
debtor Maurice Corporation, a now-defunct Massachusetts clothing
retailer.

United States Attorney Michael J. Sullivan and Kenneth W. Kaiser,
Special Agent in Charge of the Federal Bureau of Investigation in
New England, announced that DEAN BOZZANO, age 43, of Phoenix,
Arizona, was sentenced by U.S. District Judge Nathaniel M. Gorton
to 5 years' imprisonment, to be followed by 3 years of supervised
release. Judge Gorton also ordered BOZZANO to pay $1,068,000 in
restitution to the liquidating CEO of Maurice Corporation. BOZZANO
pleaded guilty on June 3, 2003, to one count of bankruptcy
embezzlement and one count of bankruptcy fraud.

At the earlier plea hearing, the prosecutor told the Court that,
had the case proceeded to trial, the Government's evidence would
have proven that BOZZANO and his company, Magnum Capital, were
authorized by the U.S. Bankruptcy Court in Worcester to act as the
Liquidating Chief Executive Officer of Maurice Corporation, which
had filed for bankruptcy in June, 2000. As the Liquidating CEO,
BOZZANO controlled Maurice Corporation's assets which were to be
used to pay creditors. On fourteen occasions from November, 2000
through July, 2001, BOZZANO caused a total of $1,060,000 to be
wired from a Maurice Corporation bank account to an account in
Phoenix, Arizona in the name of an entity owned and controlled by
BOZZANO. BOZZANO then used the funds for personal and business
reasons unrelated to Maurice Corporation. When BOZZANO was
terminated as the Liquidating CEO for Maurice Corporation in
January, 2002, he failed to return any of the funds.

The prosecutor stated further that to conceal his fraudulent
embezzlement scheme, BOZZANO caused monthly operating reports to
be submitted to the U.S. Trustee's Office in Worcester and to
attorneys representing Maurice Corporation, all of which failed to
disclose the disbursements of the Maurice Corporation funds from
its bank account to the account controlled by BOZZANO.  BOZZANO
also falsely represented the amounts remaining in the Maurice
Corporation bank account.

The case was referred to the U.S. Attorney's Office by the U.S.
Trustee's Office in Worcester and Boston, and was investigated by
the Federal Bureau of Investigation. It was prosecuted by
Assistant U.S. Attorney Mark J. Balthazard in Sullivan's Economic
Crimes Unit.


METALS USA: Cheryl Ketchie Discloses Ownership of Common Shares
---------------------------------------------------------------
Metals USA, Inc.'s Vice President and Controller, Cheryl Ketchie,
reports to the Securities and Exchange Commission that she
directly beneficially owns 1,461 shares of Common Stock Warrants
and 12,500 shares of Non-Qualified Stock Options. (Metals USA
Bankruptcy News, Issue No. 37; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


MIDWEST EXPRESS: Restructuring Costs Spur Third Quarter Losses
--------------------------------------------------------------
Midwest Express Holdings, Inc. (NYSE: MEH) reported financial
results for its Midwest Airlines and Skyway Airlines (dba Midwest
Connect) operations.

"We realized significant improvement in our quarterly results
despite continued high fuel costs and deterioration in the revenue
environment caused by intense competition in the Milwaukee
market," explained Timothy E. Hoeksema, chairman and chief
executive officer. "Costs related to restructuring resulted in an
overall loss for the quarter, but those efforts were essential to
our plan to return to profitability."
    
The company incurred $5.8 million in pre-tax restructuring costs
in the quarter, consisting of two charges. A $4.0 million loss was
recorded on a sale/leaseback transaction for an MD-80 aircraft,
while legal and other professional fees associated with the
restructuring totaled $1.8 million.

Comparing third quarter 2003 to third quarter 2002, operating
revenue decreased 8.7% to $94.9 million. Operating results
improved to a $5.1 million loss from a $13.4 million loss, while
net loss improved to $3.6 million from $8.6 million in the same
quarter a year ago. Per share results improved to a $0.23 loss
from a $0.55 loss in the third quarter of 2002.

Year to date, operating revenue decreased 11.7% to $285.9 million.
Operating results improved to a $28.6 million loss from a $44.1
million loss, while net loss fell to $11.7 million from $3.8
million in the first nine months last year. Results per share fell
to a $0.75 loss from a $0.26 loss in the first nine months of
2002.

Hoeksema pointed out that operational performance at Midwest and
Midwest Connect remains exceptional. Despite an increase in
weather-related cancellations due to Hurricane Isabel, Midwest
Airlines completed 98.6% of scheduled flights and Midwest Connect
99.1% in the quarter. On-time performance exceeded goals at both
carriers for the quarter, and baggage handling statistics remain
at the top of the industry.

At Midwest Airlines, revenue per scheduled service available seat
mile increased 3.0% in the quarter; an 11.9 percentage point
improvement in load factor offset a 14.9% decrease in revenue
yield. Load factor improved due to capacity reductions, while
yields were affected by lower business fares, reduced business
travel demand due to the stagnant economy, increased competition
from other airlines and the overall depressed pricing environment.

Midwest Airlines' per-gallon fuel costs increased 13.3% in the
quarter from a year earlier. Into-plane fuel prices were $0.11
more per gallon, resulting in a $1.6 million unfavorable price
variance and increasing per share loss by $0.07.
    
Cost per available seat mile (unit costs) at Midwest Airlines
increased 1.0% (decreased 0.9% holding fuel price constant) from
third quarter 2002, due in part to a 16.1% reduction in capacity.
Companywide cost-reduction initiatives -- which lowered costs
related to labor, distribution, dining services and maintenance --
helped offset higher fuel prices, lease costs for the new Boeing
717 aircraft, and increased legal and professional services costs
associated with the company's restructuring plan. Excluding
restructuring costs and holding fuel price constant, unit costs
declined 7.9%.
    
At Midwest Connect, revenue per scheduled service available seat
mile increased 8.9%. Load factor increased 11.0 percentage points
due to a 13.5% increase in traffic, but revenue yield fell 13.7%
due to the reduction in business travel, depressed industrywide
pricing and longer flight lengths with lower yields. Despite a
7.8% reduction in capacity, cost per available seat mile decreased
3.8% (5.0% holding fuel price constant) due to a decrease in labor
and distribution costs, and an increase in average trip lengths.
Midwest Connect into-plane fuel prices were $0.09 per gallon more
in the third quarter, generating an unfavorable $0.2 million price
variance, or $0.01 per share.
    
Hoeksema noted that the company currently has more than $55
million in unrestricted cash, compared to $35 million at the end
of the second quarter. The current cash position includes the net
funds received from the completed portion of the recently
announced financing. Capital spending totaled $2.9 million in the
quarter, primarily associated with the modification of aircraft
for Midwest Airlines' new Saver Service and the acquisition of
additional spare parts to support the Boeing 717 aircraft program.
    
During the third quarter, Midwest Express Holdings completed major
elements of a comprehensive restructuring plan designed to restore
it to long- term financial health:

    -- Renegotiation of aircraft finance agreements with
       aircraft lessors and lenders.
    -- Labor cost savings and productivity improvements from the
       company's employee unions, and identification of process
       and productivity enhancements for non-represented
       employees.
    -- Adjustment of the company's fleet plan and delivery
       schedules.
    -- Arrangements, previously announced, to secure additional
       financing.
    -- The intention to complete a sale/leaseback of the Midwest
       Airlines headquarters facility.
    -- Introduction of Midwest Airlines' new low-fare Saver
       Service, which complements the airline's traditional
       Signature Service and Midwest Connect's regional service
       by allowing the airline to offer a portfolio of services
       and better position it competitively.

    Additionally in the third quarter:

    -- Midwest Airlines placed three additional Boeing 717
       aircraft in service, bringing to eight the total number
       of 717 aircraft in its fleet.
    -- Midwest Airlines joined forces with Milwaukee-based The
       Mark Travel Corporation to offer new opportunities and
       value to leisure travelers. Midwest named Mark Travel to
       operate its leisure vacation program, Midwest Vacations,
       starting in 2004. In addition, Midwest Airlines will
       provide Funjet Vacations -- the flagship brand of Mark
       Travel -- with aircraft capacity on some of Funjet's most
       popular routes.
    -- Travel+Leisure named Midwest Airlines "Best Domestic
       Airline" in its 2003 World's Best Awards competition.
       Midwest has won the title five of the eight years it has
       been awarded.
    -- The 2003 Conde Nast Traveler Business Travel Awards poll
       named Midwest Airlines "Top Domestic Airline" in the
       single class airline category -- the sixth year in a row
       Midwest has taken a top honor in the poll.
       Midwest also made the top-five list in the single class
       value for cost category.

    In the fourth quarter:

    -- On October 1, Midwest Airlines launched nonstop Signature
       Service between Kansas City and Orange County -- with
       one-stop or connecting service from Milwaukee and
       connecting service from cities throughout the Midwest.
    -- Midwest Airlines will expand its low-fare Saver Service
       to Ft. Lauderdale, Ft. Myers and Tampa, Florida,
       coinciding with the November resumption of the airline's
       popular nonstop seasonal service to the three cities.
       Service will operate weekends from November 22 to
       December 14, 2003; daily service will be offered December
       18, 2003 through April 25, 2004.

"As a result of our restructuring efforts, we have an improved
outlook as we work to return to profitability and sustained
growth," Hoeksema concluded. "In the fourth quarter, we expect to
finalize our financing, realize more of the benefits of our cost
restructuring, and continue to demonstrate our sincere commitment
to providing passengers with a superior level of service."

Midwest Airlines features nonstop jet service to major
destinations throughout the United States. Skyway Airlines, Inc. -
- its wholly owned subsidiary -- operates Midwest Connect, which
offers connections to Midwest Airlines as well as point-to-point
service between select markets on regional jet and turboprop
aircraft. Together, the airlines offer service to 50 cities. More
information is available at http://www.midwestairlines.com

                         *     *     *

As reported in Troubled Company Reporter's August 26, 2003
edition, Midwest Express Holdings reached labor and aircraft
financing restructuring agreements with its unions and aircraft
lessors and lenders have been fully documented and finalized on
terms that the company had anticipated. The company expects these
restructuring measures to reduce costs by approximately $20
million annually going forward.

The negotiation of these agreements enabled the company to avert
the necessity of filing for reorganization under Chapter 11 of the
Bankruptcy Code. Outlining the next step for the company, Robert
S. Bahlman, Midwest's chief financial officer, noted, "Now we are
in a better position to secure additional financing to complete
our restructuring program."


MIRANT CORP: MAGI Committee Turns to Cadwalader for Advice
----------------------------------------------------------
The Mirant Americas Generation LLC Creditors' Committee seeks the
Court's authority to retain Cadwalader, Wickersham & Taft LLP as
its attorneys effective July 25, 2003, pursuant to Sections 328(a)
and 1103(a) of the Bankruptcy Code.

Charles Greer, Co-Chair of the MAGI Committee, relates that
Cadwalader was selected because of the firm's extensive
experience, expertise and knowledge in the fields of debtors' and
creditors' rights and business reorganization under Chapter 11.  
Cadwalader is a law firm of about 500 attorneys, having offices
in New York, Charlotte, North Carolina, Washington, D.C. and
London, England. Partners and associates of Cadwalader's
Financial Restructuring Department represent creditors,
committees and debtors in many of the largest and most complex
U.S. and international reorganizations and financial
restructurings.  Moreover, Cadwalader attorneys that will be
involved in the MAGI Committee representation have substantial
expertise and experience in many facets and legal disciplines
that will enable the firm to render highly qualified and
efficient legal representation to the MAGI Committee.  
Accordingly, the MAGI Committee believes that Cadwalader's
retention will provide the most effective and efficient
representation of the interests of the MAGI Committee.

As the MAGI Committee's attorneys, Cadwalader agree to:

   (a) assist, advise and represent the MAGI Committee with
       respect to the administration of MAGI's case and the
       exercise of oversight with respect to MAGI and the other
       Debtors' affairs, including all issues arising from or
       impacting MAGI and the other Debtors, the MAGI Committee
       or this Chapter 11 case;

   (b) provide all necessary legal advice with respect to the
       MAGI Committee's powers and duties;

   (c) assist the MAGI Committee in maximizing the value of the
       MAGI's assets for the benefit of all of MAGI's creditors;

   (d) pursue confirmation of a plan of reorganization and
       approval of an associated disclosure statement with
       respect to MAGI;

   (e) conduct any investigation, as the MAGI Committee deems
       appropriate, concerning, among other things, the assets,
       liabilities, financial condition and operating issues of
       MAGI;

   (f) commence and prosecute any and all necessary and
       appropriate actions and proceedings on behalf of the MAGI
       Committee that may be relevant to this case;

   (g) prepare on behalf of the MAGI Committee necessary
       applications, pleadings, motions, answers, orders,
       reports and other legal papers;

   (h) communicate with the MAGI Committee's constituents and
       others as the MAGI Committee may consider desirable in
       furtherance of its responsibilities;

   (i) appear in Court and represent the interests of the
       MAGI Committee; and

   (j) perform all other legal services for the MAGI Committee
       which are appropriate, necessary and proper in these
       Chapter 11 cases.

Except as disclosed, Gregory M. Petrick, Esq., a partner at
Cadwalader, Wickersham & Taft, assures the Court that to the best
of his knowledge:

   (i) Cadwalader does not hold or represent any interest
       adverse to the MAGI Committee in the matters for which it
       is retained;

  (ii) Cadwalader is a "disinterested person" as that phrase
       is defined in Section 101(14) of the Bankruptcy Code;

(iii) neither Cadwalader nor its professionals have any
       connection with the Debtors, the creditors or any other
       party-in-interest;

  (iv) Cadwalader's employment is necessary and in the best
       interests of the MAGI Committee and the Debtors' estates;
       and

   (v) Cadwalader has not represented the Debtors, their 50
       largest creditors, or other parties-in-interest, or their
       attorneys, in any matters relating to the Debtors or their
       estates.

According to Mr. Petrick, prior to the Petition Date and through
the formation of the MAGI Committee, Cadwalader represented the
interests of an informal committee in connection with these
matters.  Prior to the Petition Date, the Debtors agreed to
compensate the firm for its fees and reimburse its expenses in
representing the Informal Committee.  With that representation,
Cadwalader received from the Debtors $514,313 for the work
performed for the Informal Committee from March 2003 through
July 24, 2003.

In connection with its representation of the Informal Committee,
Cadwalader was also co-counsel in an action filed in the Delaware
state court by certain MAGI Committee members against Mirant
Corporation, Mirant Americas Generation LLC, and certain of the
Debtors' current and former principal, including, S. Marce
Fuller, Harvey A. Wagner, Richard Pershing, Raymond D. Hill,
Randall E. Harrison, Gary J. Morsches, J. William Holden III,
Edwin H. Adams, David J. Lesar, Ray M. Robinson, A.W. Dahlberg,
Stuart Eizenstat, Robert F. MacCullough, A.D. Correll, Carlos
Ghosn, William M. Hjerpe and James F. McDonald.  As a condition
to the acceptance of employment as MAGI Committee's counsel,
Cadwalader will cease to represent any individual bondholder or
creditor of any of the Debtors including in connection with the
Delaware litigation.

Mr. Petrick relates that Cadwalader will seek compensation for
services based on the firm's hourly rates in effect from time to
time, plus reimbursement of actual, necessary expenses incurred.  
The Cadwalader professionals' current hourly rates are:

   Bruce R. Zirinsky                   $735
   Gregory M. Petrick                   605
   Other attorneys and paralegals       215 - 445
   Partners and special counsel         475 - 735
   Legal assistants                     130 - 205

                          *     *     *

On an interim basis, Judge Lynn authorizes the MAGI Committee to
retain Cadwalader, Wickersham & Taft, nunc pro tunc to July 25,
2003. (Mirant Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


NORTEL NETWORKS: Declares Class A Preferred Share Dividends
-----------------------------------------------------------
The board of directors of Nortel Networks Limited declared a
dividend on each of the outstanding Cumulative Redeemable Class A
Preferred Shares Series 5 (TSX:NTL.PR.F) and the outstanding Non-
cumulative Redeemable Class A Preferred Shares Series 7
(TSX:NTL.PR.G). The dividend amount for each series is calculated
in accordance with the terms and conditions applicable to each
respective series, as set out in the Company's articles. The
annual dividend rate for each series floats in relation to changes
in the average of the prime rate of Royal Bank of Canada and The
Toronto-Dominion Bank during the preceding month ("Prime") and is
adjusted upwards or downwards on a monthly basis by an adjustment
factor which is based on the weighted average daily trading price
of each of the series for the preceding month, respectively. The
maximum monthly adjustment for changes in the weighted average
daily trading price of each of the series will be plus or minus
4.0% of Prime. The annual floating dividend rate applicable for a
month will in no event be less than 50% of Prime or greater than
Prime. The dividend on each series is payable on December 12, 2003
to shareholders of record of such series at the close of business
on November 28, 2003.

Nortel Networks (S&P, B Corporate Credit Rating, Stable) is an
industry leader and innovator focused on transforming how the
world communicates and exchanges information. The company is
supplying its service provider and enterprise customers with
communications technology and infrastructure to enable value-added
IP data, voice and multimedia services spanning Wireless Networks,
Wireline Networks, Enterprise Networks and Optical Networks. As a
global company, Nortel Networks does business in more than 150
countries. More information about Nortel Networks can be found on
the Web at http://www.nortelnetworks.com  


NORTEL NETWORKS: Issues Preliminary Results for Third Quarter  
-------------------------------------------------------------
Nortel Networks Corporation (NYSE:NT)(TSX:NT) reported selected
preliminary unaudited results (United States generally accepted
accounting principles ("U.S. GAAP")) for the third quarter of
2003.

The Company also announced that it intends to restate its
financial results for 2000, 2001 and 2002 and the first and second
quarters of 2003, as a result of its comprehensive asset and
liability review and other related reviews (as more fully
described below) which are still ongoing. While the work is not
complete, Nortel Networks currently expects that the principal
impacts of the restatements will be: a reduction in previously
reported net losses for 2000, 2001 and 2002; and an increase in
shareholders' equity and net assets previously reported on Nortel
Networks balance sheet as at June 30, 2003. None of the
adjustments are expected to have any impact on cash balance as at
June 30, 2003 nor does the Company expect the adjustments to
impact its forward business operations.

The results reported by Nortel Networks are unaudited, preliminary
in nature and therefore subject to change. The Company is only
releasing preliminary selected results for the third quarter of
2003 at this time pending the completion of its comprehensive
asset and liability review and related reviews, which may impact
such results and will impact prior period results, including the
first two quarters of 2003. The Company plans to file with the
relevant regulatory authorities its unaudited financial
statements, prepared in accordance with U.S. GAAP and Canadian
generally accepted accounting principles ("Canadian GAAP"), for
the third quarter of 2003 within the periods permitted for timely
filings (mid-November 2003 in the United States and late November
2003 in Canada). At such time, we will also announce the impact of
the foregoing on our year to date results. Restated financial
statements for the other relevant periods are expected to be filed
at the earliest possible time in the fourth quarter of 2003.

   Overview of Third Quarter 2003 Preliminary Results

Revenues were US$2.27 billion for the third quarter of 2003.
Nortel Networks reported net earnings in the third quarter of 2003
of approximately US$179 million, or approximately US$0.04 per
common share on a diluted basis.

Net earnings in the third quarter of 2003 included US$70 million
of special charges related to restructuring activities;
approximately US$56 million of net earnings from discontinued
operations - net of tax; and aggregate charges of approximately
US$48 million for the amortization of acquired technology and
deferred stock option compensation associated with acquisitions.
The Company's results also included a benefit of approximately
US$98 million related to changes in ownership of certain European
operations and an US$67 million benefit related to the completion
of a customer contract settlement.

Commenting on Nortel Networks financial performance, Frank Dunn,
president and chief executive officer, Nortel Networks, said, "The
preliminary results announced today reflect our continued progress
in an environment of cautious capital spending by our customers. I
am particularly pleased with the continued momentum in our
wireless networking solutions, the market leadership of our
converged networking and voice over packet solutions, and the
building momentum in our enterprise segment. We continue to work
very closely with our customers providing solutions that drive new
revenue opportunities, reduced operating costs, enhanced customer
service capability and improved productivity."

Some highlights of Nortel Networks recent market successes
include:

Wireless Data

-- Continued success and new inroads in the evolving third
generation (3G) UMTS market with a framework agreement with Orange
in Europe and a contract with AT&T Wireless in North America;

-- Renewed and expanded relationship with Verizon Wireless signing
a multi-year agreement, estimated to be worth approximately US$1
billion, for wireless infrastructure technology, including
expansion and upgrade of its 3G CDMA and data network;

-- Continued global momentum in CDMA, with several recent contract
wins, including U.S. Cellular (U.S.), Pelephone (Israel), Movicel
(Angola), and Centennial Communications (Dominican Republic), as
well as deployments with Asia Pacific Broadband Wireless (Taiwan)
and China Unicom (PRC), to provide networking equipment supporting
leading edge high-speed wireless video, voice and data services;

-- Increased global customer traction for Nortel Networks GSM and
GPRS solutions with a deployment by Chunghwa Telecom (Taiwan) and
recent contract wins with SERCOM (Guatemala) and Baykal Westcom
(Russia), and for GSMRail (GSM-R) solutions with RFF (Reseau Ferre
de France) and SNCF (Societe Nationale de Chemin deFer) selecting
Nortel Networks to provide a national GSM-R network in France;

Voice over Packet

-- Continued market leadership in Voice over Packet securing top
service provider market share position worldwide for both
softswitches and media gateways in the second quarter of 2003, as
reported by Synergy Research Group, as well as securing the global
leader position in Internet Protocol (IP) telephony line shipments
for the second quarter 2003, according to Dell'Oro Group;

-- Announced the deployment of Nortel Networks high-performance,
multi-gigabit capacity, converged IP network infrastructure by
Worcester Polytechnic Institute, to provide fully-featured IP
telephony and multimedia content;

Multimedia Services and Applications

-- Bell Canada announced its plan to invest an estimated US$146
million over 3 years to accelerate the availability of multimedia
and IP telephony services to users in Canada using Nortel Networks
multimedia communications services platform, and the creation of
joint Innovation Center focused on creating new IP services;

-- Nortel Networks was selected by China Netcom subsidiary,
Shandong Netcom, to be the exclusive infrastructure supplier for a
next generation network expected to bring broadband voice, data,
video and multimedia services to three major cities in the
Shandong Province;

Broadband Networking

-- Announced the availability of the Nortel Networks Optical
Multiservice Edge solution which converges multiple services,
architectures and layers onto a single platform, allowing carriers
to provision broadband services more efficiently and with reduced
capital and operating expenses;

-- Continued momentum in Optical Broadband Services with the
announcement by Sprint that it will market high-bandwidth, metro-
area, optical network solutions that support enterprise customers
in 12 major markets using Nortel Networks optical broadband
services portfolio; and KPN introducing an enhanced Virtual
Private Network service using Nortel Networks advanced Optical
Ethernet portfolio;

-- Nortel Networks has built the first optical long haul DWDM
network for Korea Telecom, Korea's leading carrier; and

-- Telefonica Group has deployed Passport 15000 and Passport 7000
as part of a data and voice network expansion in Brazil.

Revenues by segment

In the third quarter of 2003, Wireless Networks revenues were
US$1.01 billion, Enterprise Networks revenues were US$579 million,
Wireline Networks revenues were US$440 million and Optical
Networks revenues were US$245 million.

Revenues by geographic region

In the third quarter of 2003, revenues in the United States were
US$1.14 billion, revenues in the Europe, Middle East and Africa
region were US$545 million, revenues in Canada were US$127 million
and Other regions were US$457 million.

Gross margin

Gross margin for the third quarter of 2003 was approximately 52
percent of sales and included US$52 million benefit related to the
gross margin component of the completion of a customer contract
settlement. Margins in the quarter were favorably impacted by
ongoing cost reduction programs, product mix and higher software
sales associated with certain purchases in the quarter. However,
Nortel Networks continues to expect gross margins to trend in the
mid 40's range over the near term.

Expenses

Selling, general and administrative expenses were approximately
US$485 million, and research and development expenses were
approximately US$485 million, in the third quarter of 2003.

Cash

Cash balance at the end of the third quarter of 2003 was
approximately US$3.6 billion which was down from approximately
US$4.2 billion at the end of the second quarter of 2003. The
reduction in cash from the end of the second quarter was primarily
driven by a scheduled debt repayment of US$164 million, voluntary
pension contributions of US$162 million, cash payments for
restructuring of US$107 million, and the purchase of the remaining
ownership interests in certain European operations for US$47
million.

Discontinued operations

The Company reported net earnings from discontinued operations of
US$56 million, which primarily reflected gains from the settlement
of certain receivables and a note owing to Nortel Networks.

Outlook

Commenting on the Company's outlook, Dunn said, "Based on our
continued market success and customer engagements, we will
continue our focus on gaining market share with our key solutions
as we work with our customers to help them meet their business
objectives. We will continue to manage each of our businesses
based on market dynamics and performance. We expect revenue for
the fourth quarter of 2003 to grow sequentially compared to the
third quarter of 2003, and we expect a profit for the full year
2003."

Update on Comprehensive Asset and Liability Review

In 2001, Nortel Networks entered into an unprecedented period of
business realignment in response to a significant adjustment in
the telecommunications industry. Industry demand for networking
equipment dramatically declined in response to the industry
adjustment, severe economic downturns in various regions around
the world and a tightening in the global capital markets. Nortel
Networks implemented a company-wide restructuring work plan to
streamline its operations and activities around core markets and
operations which included significant workforce reductions, global
real estate closures and dispositions, substantial write-downs of
its capital assets and intangible assets and extensive contract
settlements with customers and suppliers around the world. As a
result of these actions, the Company's workforce declined from
approximately 94,500 at January 1, 2001 to approximately 35,500 at
September 30, 2003. Over the same time period, Nortel Networks
reduced its facilities from over 700 to approximately 250
locations (a reduction of approximately 20 million square feet).
The Company previously reported aggregate net losses of
approximately US$31 billion in 2001 and 2002.

With a period of relative stability beginning to take hold for the
Company in 2003, as previously announced Nortel Networks initiated
a comprehensive review and analysis of its assets and liabilities.
As indicated above, the final outcome of the comprehensive review
and related reviews will result in the restatement of the
Company's financial results for 2000, 2001 and 2002 and the first
and second quarters of 2003.

Commenting on the comprehensive review and the planned restatement
of the Company's financial results, Doug Beatty, chief financial
officer, Nortel Networks, said, "The comprehensive review has been
undertaken across all of our businesses and geographic regions. We
remain committed to completing this work so that our restated
results can be finalized at the earliest possible time."

As part of its preliminary findings arising from the comprehensive
review, Nortel Networks has determined that approximately US$900
million of liabilities (including accruals and provisions) carried
on its previously reported balance sheet as at June 30, 2003 will
be released into prior periods in the restatements. The analysis
undertaken to date has indicated that these provisions were either
recorded incorrectly in prior periods or not properly released, or
adjusted for changes in estimates, in the appropriate periods. In
certain cases, costs were incorrectly charged to operations rather
than to the appropriate provisions. Certain provisions related to
Nortel Networks restructuring work plan actions and contract and
other accruals were recorded in excess of the amounts that now
have been determined would have been appropriate at the time of
recording. The liabilities in question represented approximately 7
percent of total liabilities on the Company's previously reported
balance sheet as at June 30, 2003. In addition, Nortel Networks
expects to reduce its net deferred income tax assets by
approximately US$160 million representing the impact of related
and other liability adjustments. The Company's income statements
will also be affected by foreign exchange adjustments.

Related reviews identified that aggregate revenue of approximately
US$92 million recognized in 2000, 2001, 2002 and the first and
second quarters of 2003 related to certain contracts should have
been deferred to later periods. These revenue adjustments
represent approximately 0.2 percent of the Company's aggregate
previously reported revenue of approximately US$60.7 billion for
these periods. These revenue adjustments represent amounts (known
as unadjusted differences) which had been identified in prior
periods and which had not been deemed to be material in the
relevant prior periods.

"The challenges that faced Nortel Networks and our industry over
the past few years were unprecedented," said Dunn. "It is clear
now that in such a volatile environment, errors were made. I want
to assure Nortel Networks stakeholders that we are committed to
working to identify the causes of the mistakes and to implement
the appropriate measures to ensure that the problems do not recur
in the future."

The Company will be initiating an independent review to examine
the facts and circumstances leading to the need to restate Nortel
Networks financial statements for the relevant periods and to
consider appropriate improvements to processes and procedures.

The financial results of Nortel Networks Limited ("NNL"), Nortel
Networks Corporation's principal operating subsidiary, are fully
consolidated into Nortel Networks results. NNL's financial
statements, which are prepared in accordance with U.S. GAAP and
Canadian GAAP, will also be restated as a result of the
comprehensive asset and liability review and other related
reviews. NNL's preferred shares are publicly traded in Canada.

Nortel Networks (S&P, B Corporate Credit Rating, Stable) is an
industry leader and innovator focused on transforming how the
world communicates and exchanges information. The Company is
supplying its service provider and enterprise customers with
communications technology and infrastructure to enable value-added
IP data, voice and multimedia services spanning Wireless Networks,
Wireline Networks, Enterprise Networks, and Optical Networks. As a
global company, Nortel Networks does business in more than 150
countries. More information about Nortel Networks can be found on
the Web at http://www.nortelnetworks.com  


NUTRAQUEST INC: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Nutraquest, Inc.
        2231 Landmark Place
        Manasquan, New Jersey 08736
        fka Nutriquest, Inc.
        fka Cytodyne Technologies, Inc.

Bankruptcy Case No.: 03-44147

Type of Business: Nutraquest was the marketer of the ephedra-based
                  weight loss supplement, Xenadrine RFA-1. The
                  Debtor was forced to file for bankruptcy because
                  of the increasing volume of lawsuits being filed
                  against for its ephedra product after the March
                  death of Baltimore Orioles pitcher Steven
                  Bechler, who was allegedly taking the product.

Chapter 11 Petition Date: October 16, 2003

Court: District of New Jersey (Trenton)

Judge: Raymond T. Lyons Jr.

Debtor's Counsel: Andrea Dobin, Esq.
                  Simon Kimmelman, Esq.
                  Sterns & Weinroth, P.C
                  50 West State Street,
                  Suite 1400
                  P.O. Box 1298
                  Trenton, New Jersey 08607-1298
                  Tel: 609-392-2100

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $50 Million to $100 Million

Debtor's 5 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Jason A. Park                                      $18,080,742
c/o James C. Krause, Esq.
1010 Second Avenue, Suite 1750
San Diego, CA 92101

Atlantic Aviation                                      $21,588

Tudor Pkg. Corp.                                        $4,193

Catalina & Associates                                   $2,367

Eagle Graphics                                          $2,000


OWENS: Committee Pushes for Appointment of Chapter 11 Trustee
-------------------------------------------------------------
The Official Committee of Unsecured Creditors, representing the
Owens Corning Debtors' prepetition bank lenders, bondholders, and
trade creditors, asks the Court to appoint a Chapter 11 trustee to
assume control of the bankruptcy process to "steer this case
towards an appropriate resolution."

William H. Sudell, Jr., Esq., at Morris, Nichols, Arsht &
Tunnell, in Wilmington, Delaware, relates that the commercial
creditors want to remedy the Debtors' continuing breach of their
fiduciary duty of undivided loyalty to act in the best interest
of all creditors and to pursue a fair, balanced, and confirmable
reorganization plan.  The commercial creditors have lost faith
both in the current plan process and in the Debtors' ability to
lead the way out of bankruptcy.

Three years into the case, it is clear that Owens Corning's
officers and directors have failed miserably in the discharge of
their duty of undivided loyalty, Mr. Sudell says.  Mr. Sudell
recounts that Owens Corning entered bankruptcy as a respected
Fortune 500 company with $3,700,000,000 in fixed, undisputed
commercial debt and with contested asbestos liability, according
to Owens Corning's own public representations, of $2,200,000,000,
plus $1,300,000,000 for the separate liability of Fibreboard
Corporation.  From day one, the most important issue in the case
was the liquidation as to the amount of the disputed tort
liability, which was what drove Owens Corning into bankruptcy in
the first place.  The commercial creditors had the right to
expect that, as a responsible debtor-in-possession, Owens Corning
would protect its estate by rigorously resisting attempts to
impose an inflated valuation for the disputed liability, all
without regard to the self-interest of incumbent officers and
directors.  The key fiduciary obligation of those officers and
directors was to fulfill this duty.

But rather than focus from the outset on contesting questionable
claims, as other debtors have done without prodding, the Owens
Corning officers and directors concluded early on that their
interests lay elsewhere -- namely, in currying favor with the
asbestos plaintiffs' firms that would control Owens Corning's
ability to use Section 524(g) of the Bankruptcy Code and that
would effectively own Owens Corning after reorganization and
determine the future employment of its current management.  This
just continued a pattern of prepetition conduct that included
making hundreds of millions of dollars in preferential payments
to the tort firms in the months leading up to the bankruptcy,
according to Mr. Sudell.  Owens Corning's officers and directors
are giving the tort firms carte blanche to dictate the terms of a
"dream" recovery plan that would hand them nearly 85% of Owens
Corning's value without having to prove a single valid claim
against the estate.

Owens Corning's "plan process" is also phony and fundamentally
flawed because:

   (1) it contains no rigorous mechanism for actually determining
       the real world, post-bankruptcy liquidation amount of
       Owens Corning's legitimate asbestos exposure;

   (2) it is premised on participation in the case by thousands
       of claimants who have never even filed a proof of claim,
       much less demonstrated the facial validity of their
       claims; and

   (3) it has no support from any significant non-asbestos
       constituency.

Mr. Sudell explains that the centerpiece of the supposed "plan"
is an arbitrary valuation of Owens Corning's tort liability at
$16,000,000,000, a fantasy number completely divorced from the
reality of Owens Corning's prepetition exposure.  The supposed
asbestos liability is several times larger than Owens Corning's
own estimate in August 2002 and dramatically more than even the
increased amount that it disclosed in October 2002.  Mr. Sudell
asserts that the $16,000,000,000 figure has one purpose only --
to dilute the fixed, undisputed claims of Owens Corning's
commercial creditors and reduce their recovery to a small
fraction of what they are owed, all to accommodate the
preposterous demands of the constituency that will control the
selection and incumbency of Owens Corning's future directors and
officers.  The Disclosure Statement provides no cogent rationale
for this number, despite its materiality and centrality to the
Debtors' version of the "plan process" in Owens Corning's case.

Mr. Sudell further argues that the Debtors' abdication of their
fiduciary duty of undivided loyalty has only emboldened the
plaintiffs' firms to take ever more aggressive positions,
apparently even among themselves.  Despite repeated admonitions
from the Court, the tort lawyers have not even been able to agree
on a Trust Distribution Procedure to govern division of the
spoils reaped from their inflated valuation.  Given Owens
Corning's failure to confront the unrealistic expectations of the
asbestos claimants, and the plaintiffs' firms' assumption that
Section 524(g) gives them absolute veto power over any recovery
plan, it is not surprising that the tort constituencies also have
largely refused to engage in settlement negotiations with the
commercial creditors.

The Debtors' Plan contains several other features reflecting
Owens Corning's abdication to the tort interests:

   (1) It defers prosecution of Owens Corning's substantial
       fraudulent conveyance claims against the tort firms for
       looting Owens Corning in the months leading up to the
       bankruptcy filing, grown stale due to a stay sought by
       Owens Corning, to be pursued post-confirmation, if
       desired, by a Litigation Trust run by appointees of the
       defendants themselves;

   (2) It expropriates $140,000,000 from Owens Corning's
       creditors to enhance the recovery of Fibreboard claimants
       without adequately explaining how they could possibly have
       any claim to the assets; and

   (3) It provides a special $70,000,000 pool of restricted
       stock, to be doled out to Owens Corning's management and
       other employees in connection with unspecified "incentive"
       programs -- a valuable tool to reward management for its
       pliability and ensure its continued loyalty to Owens
       Corning's new owners.

Mr. Sudell also notes that Professor Francis McGovern, who has
served as the chief mediator in the bankruptcy, is widely
perceived as being closely aligned with the tort plaintiffs'
firms, which have been central to his extremely lucrative
retention to mediate virtually all of the pending asbestos
bankruptcies.  In the Owens Corning case, Professor McGovern has
been unable to induce the plaintiffs' firm to commit to sustained
efforts to settle the case, and the commercial creditors regard
him as too closely aligned with the plaintiffs' bar to be a
neutral broker.

The Commercial Committee believes that the appointment of a
strong and truly independent trustee who could if appropriate
leave qualified existing middle and senior management in place to
oversee the Debtors' day-to-day operations is the only hope for
an appropriate resolution of the Debtors' cases.  This trustee
would, simply by acting to impose realistic limitations on the
tort firms' wild expectations, likely have the ability to bring
about a settlement of these Chapter 11 cases.  If a settlement
could not promptly be achieved, a trustee would be able to launch
a more realistic and fair process in which the Debtors themselves
would appropriately contest disputed claims and protect the best
interests of their undisputed creditors.  In the alternative, the
trustee might ultimately determine that conversion to a Chapter 7
liquidation was appropriate, if that proved to be the best way to
maximize the value of the business by releasing it from the toils
of a lengthy and inconclusive Chapter 11 case.

Mr. Sudell reminds the Court that the Bankruptcy Code provides
various remedies for a situation in which a debtor-in-possession
has failed to act appropriately on behalf of its estate.  Section
1104(a) of the Bankruptcy Code provides that, at any time prior
to confirmation of a plan, on request of a party-in-interest or
the United States Trustee, the Court may appoint a Chapter 11
trustee for the debtor on either of two alternate grounds:

   (1) for cause, including fraud, dishonesty, incompetence, or
       gross mismanagement of the affairs of the debtor by
       current management, either before or after the
       commencement of the case, or similar cause; or

   (2) if the appointment is in the interest of creditors, any
       equity security holders, and other interests of the
       estate.

In In re Marvel Entertainment Group, Inc., 140 F.3d 463, 471, the
Third Circuit in 1998 indicated that the need for a trustee must
be shown by clear and convincing evidence in view of the
presumption that the debtor-in-possession, if properly exercising
its fiduciary duties, is best suited to continue operating the
company in reorganization.  However, according to Judge Wolin in
Official Committee of Asbestos Personal Injury Claimants
v. Sealed Air Corp. (In re W.R. Grace & Co.), 285 B.R. 148, 158
(Bankr. D. Del.), the Bankruptcy Court has wide the discretion to
apply the statute's open-ended and non-exclusive criteria to
determine when the behavior of a debtor-in-possession constitutes
"cause" under Section 1104(a)(1) or renders appointment of a
trustee "in the best interest of creditors" under Section
1104(a)(2), Mr. Sudell relates.  The Marvel court found the
appointment of a trustee to be appropriate, among other reasons,
because:

   (1) the conflicted debtor-in-possession was unable to resolve
       disputes with other parties in the case;

   (2) there was a heightened level of acrimony among the
       parties, beyond normal levels, with the debtor and certain
       of its creditors taking "dramatically different stances on
       many issues" in the case; and

   (3) both the "intense and high stakes bickering" among the
       parties and the inherent conflict in one creditor group's
       control of management made it impossible for the
       reorganization to proceed effectively.

These criteria clearly apply to the Debtors' cases. (Owens Corning
Bankruptcy News, Issue No. 60; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


PACIFIC GAS: Gets Approval to Use $42,686,311 Cash Collateral
-------------------------------------------------------------
Pacific Gas and Electric Company holds a Certificate of Consent
to Self-Insure the thousands of employees under its wing, granted
by the State of California Department of Industrial Relations.  
As a condition of self-insurance, PG&E must provide certain
collateral with the State to cover the future liabilities of the
self-insured program in the event that PG&E defaults on its
obligations to pay benefits.  PG&E has five surety bonds totaling
$365,000,002 to satisfy the $347,686,313 collateral requirement.

PG&E received notification from the State that the issuer of one
of the surety bonds has failed to maintain an acceptable credit
rating as required by California Code of Regulations, Title 8,
Section 15210(h).  PG&E is required to replace the collateral on
or before September 15, 2003 or risk revocation of the
Certificate.  To provide the financial assurances, PG&E will need
to use "cash collateral" to replace the $60,000,000 surety bond
that no longer meet the State's financial strength requirements.  

Accordingly, PG&E sought and obtained the Court's authority to use
$42,686,311 in cash collateral for the purpose and necessary
compliance with applicable state regulations and with Section 3701
of the California Labor Code.  

Pursuant to discussions made between PG&E and the indenture
trustee, BNY Western Trust Company, concerning the use of cash
collateral, BNY Western reserves its right to object to the
action and requires that PG&E carry the burden of establishing
that BNY Western's interest are adequately protected.  BNY
Western holds a lien on substantially all of PG&E's real and
personal property assets for the benefit of the mortgage
bondholders. (Pacific Gas Bankruptcy News, Issue No. 64;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    


PETROLEUM GEO: Commences Rights Offering As Part of Reorg. Plan
---------------------------------------------------------------
Petroleum Geo-Services ASA (debtor in possession) (OSE:PGS) (Pink
Sheets:PGOGY) announced the commencement of the rights offering
contemplated under the Company's Modified First Amended Plan of
Reorganization. The Rights Offering gives holders of at least 23
existing ordinary shares (including holders of American Depositary
Shares representing ordinary shares the right to purchase
additional new ordinary shares of the reorganized Company. The
subscription price for acquiring new ordinary shares under the
Rights Offering is $14.17 per new share, payable in U.S. Dollars.

Holders of existing ordinary shares (not ADSs) entitled to receive
fewer than 100 new ordinary shares in the Rights Offering have the
option to pay for these shares in Norwegian Kroners at a fixed
exchange rate of NOK7.10 per U.S.$1.00.

The offer period for the Rights Offering is expected to extend
until November 5, 2003, the expected effective date of the Plan.
Eligible shareholders must hold their existing ordinary shares as
of the effective date of the Plan to validly exercise their rights
under the Rights Offering.

For more information on the Rights Offering, visit the company
website, http://www.pgs.com, or contact the information agent,  
Georgeson Shareholder Communications, Inc., at 888-274-5146.

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


PHOTOCHANNEL NETWORKS: Closes Private Placements of $2.7M Shares
----------------------------------------------------------------
PhotoChannel Networks Inc. (TSX.VEN: PNI), a global digital
imaging network company, announces that the Company has closed its
private placements of common shares and LP Units for total
proceeds of $2,765,000. The common shares issued in the private
placement are subject to a hold period expiring February 4, 2004.
The warrants issued to First Associates are also subject to a four
month hold period expiring February 4, 2004.

Founded in 1995, PhotoChannel -- whose June 30, 2003 balance sheet
shows a net capital deficit of about CDN$2.6 million -- is a
leading digital imaging technology provider for a wide variety of
businesses including photofinishing retailers and
telecommunications companies. PhotoChannel has created and manages
the open standard PhotoChannel Network environment whose focus is
delivering digital image orders from capture to fulfillment under
the control of the originating PhotoChannel Network partner. There
are now over 6000 retail locations accepting print orders from the
PhotoChannel system. For more information visit
http://www.photochannel.com.


PLAINS ALL AMERICAN: Declares Distribution on Common & Sub Units
----------------------------------------------------------------    
Plains All American Pipeline, L.P. (NYSE: PAA) announced a cash
distribution of $0.55 per unit on its outstanding limited partner
units, which include Common Units, Class B Common Units and
Subordinated Units. The distribution will be payable on
November 14, 2003, to holders of record of such units at the close
of business on November 4, 2003.  The distribution represents an
annualized distribution rate of $2.20 per unit.

Plains All American Pipeline, L.P. (S&P, BB+ Senior Unsecured
Debt Rating, Stable) is engaged in interstate and intrastate
crude oil transportation, terminalling and storage, as well as
crude oil and LPG gathering and marketing activities, primarily in
Texas, California, Oklahoma and Louisiana and the Canadian
Provinces of Alberta and Saskatchewan. The Partnership's common
units are traded on the New York Stock Exchange under the symbol
"PAA".  The Partnership is headquartered in Houston, Texas.


PRIMUS TELECOM: Issuing Prospectus for Notes & Shares Offering
--------------------------------------------------------------
Primus Telecommunications Group, Inc. is issuing a prospectus
covering resales by selling securityholders of its 33/4%
convertible senior notes due September 15, 2010 and shares of its
common stock into which the notes are convertible.

The holders of the notes may convert the notes into shares of the
Company's common stock at any time at a conversion price of
$9.3234 per share which is equivalent to a conversion rate of
107.257 shares per each $1,000 principal amount of notes, subject
to adjustment in specified events.

The Company will pay interest on the notes on March 15 and
September 15 of each year. The first interest payment will be made
on March 15, 2004.

Upon the occurrence of a change of control, holders of the notes
may require Primus to repurchase some or all of their notes for
cash, common stock or a combination of cash and common stock.

The notes are Primus' senior unsecured obligations and rank
equally in right of payment with all of its existing and future
senior debt and senior in right of payment to all of its existing
and future subordinated debt. The notes are effectively
subordinated to all of the Company's existing and future secured
debt to the extent of the value of the collateral securing such
debt and structurally subordinated to all existing and future debt
and other liabilities of our subsidiaries.

Prior to this offering, the notes have been eligible for trading
on the PORTAL Market of the Nasdaq Stock Market. Notes sold by
means of the prospectus are not expected to remain eligible for
trading on the PORTAL Market. Primus does not intend to list the
notes for trading on any national securities exchange or on the
Nasdaq National Market.

The Company's common stock currently trades on the Nasdaq National
Market under the symbol "PRTL." The last reported sale price on
October 17, 2003 was $7.60 per share.

PRIMUS Telecommunications Group, Incorporated (NASDAQ: PRTL) --
whose June 30, 2003 balance sheet shows a total shareholders'
equity deficit of about $127 million -- is a global facilities-
based telecommunications services provider offering international
and domestic voice, Internet, data and hosting services to
business and residential retail customers and other carriers
located primarily in the United States, Canada, Australia, the
United Kingdom and western Europe. PRIMUS provides services over
its global network of owned and leased transmission facilities,
including approximately 250 points-of-presence throughout the
world, ownership interests in over 23 undersea fiber optic cable
systems, 19 carrier-grade international gateway and domestic
switches, and a variety of operating relationships that allow it
to deliver traffic worldwide. PRIMUS also has deployed a global
state-of-the-art broadband fiber optic ATM+IP network and data
centers to offer customers Internet, data, hosting and e-commerce
services. Founded in 1994, Primus is based in McLean, Virginia.


QUANTUM CORP: Fiscal Second Quarter Net Loss Increases to $38MM
---------------------------------------------------------------
Quantum Corp. (NYSE: DSS), a global leader in storage, announced
that revenue for its fiscal second quarter (FQ2), ended Sept. 28,
2003, was $195 million.  The company reported a GAAP net loss of
$38 million, or 22 cents per share, which included approximately
$27 million in previously announced accounting charges. The non-
GAAP loss for FQ2 was $6 million, or 4 cents per share.  As
Quantum announced when it revised its September quarter
expectations earlier in the month, the company's results were
impacted by continued pressure on media cartridge pricing.  On a
GAAP basis, the gross margin rate was approximately 30%, and the
non-GAAP gross margin rate was 31.4%.  Quantum continued to reduce
costs during FQ2, with operating expenses totaling $68 million on
a GAAP basis and $62 million on a non-GAAP basis.  

"We have pursued a number of aggressive changes over the past year
that have resulted in some significant improvements in our
business, including increased market share, higher product gross
margins, lower operating expenses, and a range of exciting new
products," said Rick Belluzzo, chairman and chief executive
officer of Quantum.  "However, we have also been confronted with
new challenges over the last two quarters, primarily related to a
steeper-than-expected decline in media prices.  We have undertaken
efforts to mitigate the impact of the media pricing pressure and
accelerate our return to the positive trajectory we achieved in
the second half of our fiscal year 2003 that ended in March."

Even in the face of a challenging quarter, Quantum's
accomplishments over the past year were evident in several year-
over-year comparisons for FQ2.  For example, excluding media,
overall product revenue increased 26% year-over- year, reflecting
the company's focus on improving and broadening its product
offerings.  Compared to the same quarter last year, Storage
Solutions Group revenue was also up significantly in FQ2 and
operating expenses were down, with a significant decline in
general and administrative expenses.
    
Fiscal 2004 second quarter revenue in the DLTtape(TM) Group was
$135 million, comprised of $49 million in total tape media revenue
and $86 million in tape drive revenue.  The decline in media
revenue reflected the impact of continued pricing pressure,
affecting both Quantum-branded media and media sold by licensees
on which Quantum receives a royalty.  The company said its market
data indicated that the media pricing issue was not specific to
Quantum but was instead an industry-wide problem.
    
Tape drive unit shipments for the September quarter were roughly
flat sequentially but still up more than 50% compared to the same
quarter last year, and tape drive gross margins increased for the
fourth consecutive quarter.  Both the increased shipments and
higher margins are due to the efforts Quantum made over the past
year to improve its tape drive business and broaden its product
offerings, including through the Benchmark acquisition. As a
further reflection of this progress, the DLT VS160 tape drive has
begun shipping through Quantum's channel partners and one major
system OEM, with two other major system OEMs having committed to
the product.

Quantum also recently announced that its new SDLT 600 tape drive
would be generally available in the current quarter.  This third-
generation super drive is the fastest-performing drive in its
class, is ideal for automation environments, and will ship with
Quantum's award-winning DLTSage(TM) suite of predictive and
preventive diagnostic tools which enables customers to more simply
manage their tape storage resources.
    
Fiscal 2004 second quarter revenue in Quantum's Storage Solutions
Group, which includes tape automation, services and enhanced
backup solutions, was $65 million.  Although down slightly on a
sequential basis, this represented an increase of more than 25%
over the comparable quarter last year. Reflecting the company's
continuing efforts to refine its enterprise sales
model and offer a more solutions-oriented approach to customers,
both OEM and channel sales of enterprise libraries were also up
sequentially.  Quantum's enterprise offerings have been further
bolstered with the recent launch of its newest high-end tape
library, the "MAKO" PX720.  MAKO provides customers with unmatched
reliability and flexibility and the ability to scale as their data
protection needs increase by adding modular tape drive clusters
"on-demand."

September quarter shipments of the Quantum DX30 enhanced backup
system increased over the prior quarter, with 50% of customers
deciding to purchase multiple units.  The company expects to
expand its enhanced backup customer base further when it releases
the Quantum DX100 later this quarter.

"Looking forward, we have a clear set of priorities that will
build off the many initiatives that we began during the past
year," said Belluzzo. "These include continuing to introduce
innovative new products, enhance our sales programs, and reduce
costs.  We will also pursue a set of structural changes that will
enable more synergy across the company, further reductions
in operating expenses, and general improvement in our ability to
execute."

Because Quantum is still evaluating what structural changes it
will make, the company provided partial guidance for the third
quarter of fiscal year 2004 (FQ3).  Quantum said it expects total
revenues to be roughly flat sequentially, reflecting its caution
in light of continued uncertainty around media pricing and the
fact that it will not yet see the full contribution of new
products being introduced during the quarter.  Non-GAAP gross
margins and operating expenses are expected to be roughly flat.  
As a result, Quantum said it also expects the non-GAAP loss per
share for the December quarter to be roughly flat sequentially.

With the exception of an expected $4 million to $5 million in
amortization of intangibles, the company said that it could not
quantify its GAAP-based expectations for FQ3 at this time because
the details of the structural changes it would be making had not
yet been finalized.  However, Quantum said it expected to incur
restructuring charges for the quarter that could be material,
depending on the final decisions reached.  Quantum said it would
provide an estimate of those charges and GAAP-based expectations
once those decisions are finalized.

             Use of Non-GAAP Financial Measures
    
The non-GAAP financial measures used in this press release exclude
the impact of acquisition-related intangible asset amortization,
special charges, valuation charges related to Quantum's former
manufacturing facility in Malaysia and net deferred tax assets,
goodwill write-down and adjustment, discontinued activities and
operations, write down of equity investments, non- operating
expenses related to the redemption of the company's 7 percent
convertible debt, and related adjustments to provision for income
taxes on Quantum's operating results.  These non-GAAP financial
measures are not prepared in accordance with generally accepted
accounting principles and may be different from non-GAAP financial
measures used by other companies.  Non- GAAP financial measures
should not be considered as a substitute for, or superior to,
measures of financial performance prepared in accordance with
GAAP.  Quantum's management refers to these non-GAAP financial
measures in making operating decisions because they provide
meaningful supplemental information regarding the company's
operational performance.  For instance, management believes these
non-GAAP financial measures are helpful in assessing Quantum's
core operating results.  In addition, these non-GAAP financial
measures facilitate management's internal comparisons to Quantum's
historical operating results and comparisons to competitors'
operating results.  Quantum includes these non-GAAP financial
measures in this press release because the company believes they
are useful to investors in allowing for greater transparency
related to supplemental information used by management in its
financial and operational decision-making.  In addition, Quantum
has historically reported similar non-GAAP financial measures to
its investors and believes that the inclusion of comparative
numbers provides consistency in the
company's financial reporting at this time.  Investors are
encouraged to review the reconciliation of the non-GAAP financial
measures used in this press release to their most directly
comparable GAAP financial measures as provided in the table
accompanying this press release.

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


READERS DIGEST: Hosting Q1 2004 Conference Call on October 30
-------------------------------------------------------------
Readers Digest Association (NYSE: RDA) announces the following
Webcast:

   What: RDA Q1 2004 Financial Release Conference Call

   When: 10/30/03 @ 8:30 a.m. Eastern

   Where:
http://www.firstcallevents.com/service/ajwz391755596gf12.html

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

Contact: William Adler
         Director, Corporate Communications
         914-244-7585
         william.adler@readersdigest.com

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

The Reader's Digest Association, Inc. (S&P, BB Corporate Credit
Rating, Negative Outlook) is a global publisher and direct
marketer of products that inform, enrich, entertain and inspire
people of all ages and all cultures around the world.  Worldwide
revenues were $2.5 billion for the fiscal year ended June 30,
2003.  Global headquarters are located at Pleasantville, New York.


RESIDENTIAL FUNDING: Fitch Affirms Ratings on Securitizations
-------------------------------------------------------------
Fitch Ratings has affirmed 53 classes of Residential Funding
Mortgage Securities I, Inc residential mortgage-backed
certificates, as follows:

Residential Funding Mortgage Securities I, Inc., mortgage pass-
through certificates, series 1994-S1

        -- Class A 'AAA';
        -- Class M3 'AA';
        -- Class B1 'A-';
        -- Class B2 'BB+'.

Residential Funding Mortgage Securities I, Inc., mortgage pass-
through certificates, series 1994-S2

        -- Class A at 'AAA';
        -- Class M2 'A';
        -- Class M3 'BBB';

Residential Funding Mortgage Securities I, Inc., mortgage pass-
through certificates, series 1994-S5

        -- Class A 'AAA';
        -- Class M2 'AAA';
        -- Class M3 'AA-';
        -- Class B1 'BB';
        -- Class B2 'B'.

Residential Funding Mortgage Securities I, Inc., mortgage pass-
through certificates, series 1994-S7

        -- Class A 'AAA';
        -- Class M3 'A+';
        -- Class B1 'BB+';
        -- Class B2 'B'.

Residential Funding Mortgage Securities I, Inc., mortgage pass-
through certificates, series 1994-S9

        -- Class A 'AAA';
        -- Class M3 'A+';
        -- Class B1 'BBB';
        -- Class B2 'BB'.

Residential Funding Mortgage Securities I, Inc., mortgage pass-
through certificates, series 1994-S11

        -- Class A 'AAA';
        -- Class M2 'AAA';
        -- Class M3 'AA';
        -- Class B1 'BBB+'.

Residential Funding Mortgage Securities I, Inc., mortgage pass-
through certificates, series 1994-S12

        -- Class A 'AAA';
        -- Class M1 'AAA';
        -- Class M2 'AA';

Residential Funding Mortgage Securities I, Inc., mortgage pass-
through certificates, series 1994-S13

        -- Class A 'AAA';
        -- Class M2 'AAA';
        -- Class M3 'AA';
        -- Class B1 'BBB+'.

Residential Funding Mortgage Securities I, Inc., mortgage pass-
through certificates, series 1994-S14

        -- Class A 'AAA';
        -- Class M1 'AAA';
        -- Class M2 'AA'.

Residential Funding Mortgage Securities I, Inc., mortgage pass-
through certificates, series 1994-S15

        -- Class A 'AAA';
        -- Class M2 'AAA';
        -- Class M3 'AAA';
        -- Class B1 'AA'.

Residential Funding Mortgage Securities I, Inc., mortgage pass-
through certificates, series 1994-S16

        -- Class A 'AAA';
        -- Class M1 'AAA';
        -- Class M2 'A'.

Residential Funding Mortgage Securities I, Inc., mortgage pass-
through certificates, series 1994-S17

        -- Class A 'AAA';
        -- Class M2 'AAA';
        -- Class M3 'AAA';
        -- Class B1 'AA-'.

Residential Funding Mortgage Securities I, Inc., mortgage pass-
through certificates, series 1994-S18

        -- Class A 'AAA';
        -- Class M3 'AAA';
        -- Class B1 'AAA';

Residential Funding Mortgage Securities I, Inc., mortgage pass-
through certificates, series 1996-S3

        -- Class A 'AAA';
        -- Class M2 'AAA';
        -- Class M3 'AAA';
        -- Class B1 'AA';
        -- Class B2 'A'.

The affirmations are due to credit enhancement consistent with
future loss expectations.


RETAIL GROUP INC: Voluntary Chapter 7 Case Summary
--------------------------------------------------
Debtor: Retail Group Inc.
        414 Olive Way #100
        Seattle, Washington 98101

Bankruptcy Case No.: 03-23467

Type of Business: The Debtor was one of Seattle's most prominent
                  consulting firms during the 1990s.

Chapter 7 Petition Date: October 17, 2003

Court: Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Edmund J. Wood, Esq.
                  Wood & Jones PS
                  1601 5th Ave #710
                  Seattle, WA 98101-1625
                  Tel: 206-623-4382

Total Assets: $9,000

Total Debts: $1,284,381


RIVER ROCK: B+ Rating Assigned to Proposed Senior Secured Notes
---------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B+' rating to the
River Rock Entertainment Authority's proposed $190 million senior
secured note offering due 2011. Proceeds from the proposed note
issue will be used to help fund the construction of the
Authority's expansion project, to repay $54 million of existing
indebtedness, to fund the settlement and related costs of
litigation involving the tribe, and for fees and expenses
associated with the transaction.

In addition, Standard & Poor's assigned a 'B+' corporate credit
rating to the Authority. These ratings are subject to review of
final documentation and legal opinions. The outlook is stable. Pro
forma total debt outstanding at June 30, 2003, was approximately
$200 million.

"The ratings reflect the Authority's narrow business focus
operating a single gaming facility, relatively short operating
history, high debt levels, and the potential for increased
competition in the future," said Standard & Poor's credit analyst
Peggy P. Hwan. She added, "These factors are mitigated by
favorable demographics, the current limited competitive situation
in its surrounding market, and the potential for EBITDA growth
post-construction."

Sonoma County, Calif.-based River Rock Entertainment Authority was
created to operate the River Rock Casino (River Rock) for the Dry
Creek Rancheria Band of Pomo Indians (The Tribe), a federally
recognized Native American tribe in California. The Tribe entered
into its compact with the State of California, and the compact was
approved by the U.S. Secretary of the Interior in May 2000. The
compact permits Class III gaming, including up to 2,000 slot
machines, subject to license availability, and expires on
Dec. 31, 2020. The Tribe currently holds licenses to operate 1,600
gaming machines.

River Rock is capacity constrained during peak operating hours due
to limited parking at the facility. The Tribe is currently adding
three parking structures, bringing the total number of spaces to
2,100 from 500 when including both self and valet-parked
automobiles. River Rock was involved in a lawsuit brought upon by
its former developers for allegedly breaching agreements
previously executed between the plaintiff and The Tribe to develop
a casino and hotel on The Tribe's reservation. The litigation was
recently settled with an agreement that the Tribe will pay the
plaintiff, out of a distribution from the Authority with funds to
come out of the net proceeds of this offering.


ROUGE INDUSTRIES: Severstal to Acquire Assets Under Bankruptcy  
--------------------------------------------------------------
Rouge Industries, Inc. (OTC Bulletin Board: RGID) announced that
it has reached an agreement on a non-binding letter of intent to
sell substantially all the assets of the Company to Severstal,
Russia's second largest steel producer and one of the world's top
twenty steel producers.  Severstal is a leading automotive
supplier in Russia with annual revenues in excess of $2 billion
and annual steel production of 10.6 million tons.
    
Rouge Industries, and its wholly owned subsidiaries, Rouge Steel
Company, QS Steel Inc. and Eveleth Taconite Company, have filed
voluntary petitions for protection under Chapter 11 of the U.S.
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware in Wilmington.  During the bankruptcy
process, Rouge Steel Company and its affiliates will continue to
manufacture and ship steel products and provide uninterrupted
services to its customers.
    
Rouge also announced that, subject to Bankruptcy Court approval,
it has secured a commitment for a $150 million debtor-in-
possession (DIP) credit facility, comprised of a $120 million
revolving line of credit with a group of lenders led by Congress
Financial Corporation and a $30 million term loan pursuant to an
agreement in principle with Severstal.  This facility will provide
the Company with up to $35 million of incremental liquidity during
the period required to complete the sale.
    
The letter of intent to purchase the Company's assets is subject
to Bankruptcy Court approval.  Rouge intends to file a motion in
the Bankruptcy Court to formalize a procedure for reviewing this
and other purchase offers.

Terms of the transaction will be included in filings to be made
with the Bankruptcy Court.  In accordance with Section 363 of the
Bankruptcy Code, other companies will have an opportunity to
submit bids through a court- supervised process.  Rouge intends to
ask the Bankruptcy Court to assign a near-term deadline for the
submission of other bids, as well as dates for an auction and a
final hearing.

The DIP credit facility provides sufficient liquidity to fund
employee salaries and benefits, materials and services from
suppliers, ongoing operating expenses, and other working-capital
requirements necessary for the continuity of the Company's
operations.

Carl L. Valdiserri, chairman and chief executive officer of Rouge
Industries, Inc., said the Company would continue operations and
fulfill customer obligations during the reorganization process and
that management had sought to sell the assets of Rouge to provide
maximum consideration for the
Company's creditors while securing the future viability of the
business and the jobs of Rouge employees.
    
"We will continue to provide our customers the high level of
quality, delivery and technical service they have grown to expect
from Rouge Steel and its employees," said Mr. Valdiserri.

"We have had extensive conversations with our Severstal friends
and are very optimistic about the potential for our future.  The
benefit of their financial strength, technical capabilities and
global reach will enhance the future of Rouge," said Mr.
Valdiserri.  "We view this as importing foreign investment instead
of exporting American jobs.  Our business combination will provide
a mutually beneficial result."
    
For Severstal, the acquisition of Rouge represents its first
investment in the United States steel industry and the opportunity
to expand its global steel making presence.
    
Mr. Vadim Makhov, Deputy General Director, Strategy for Severstal
has stated, "We are excited about the opportunity to acquire Rouge
and join with its management and employees to continue to produce
automotive quality steel."

Mr. Valdiserri said the Company and other domestic steel producers
have experienced unprecedented declines in steel product pricing
and profits over the past four years and more recently a sluggish
U.S. economy.  Sharp increases in natural gas and scrap prices
beginning in 2002 have markedly increased production costs for
domestic steel producers.
    
"Despite the difficult operating conditions, Rouge employees have
been able to implement substantial cost reductions and
productivity and quality improvements," said Mr. Valdiserri.  
"However, as part of our reorganization, we must put in place a
cost structure that will enable us to become a profitable and
competitive supplier, regardless of our ultimate restructured
form.  Accordingly, the Company and the UAW have agreed to meet to
discuss a new labor agreement that will help ensure that Rouge
Industries will continue to provide high-quality UAW-produced
steel for our customers at competitive prices."
    
Rouge Industries, Inc. and its single-site primary operating
subsidiary, Rouge Steel Company, are located in Dearborn,
Michigan, in the heart of the domestic automotive industry.  Rouge
Steel Company has 2,600 employees, 2,000 of whom are represented
by the International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America, UAW.


RYERSON TULL: Discloses Third Quarter 2003 Results
--------------------------------------------------
Ryerson Tull, Inc. (NYSE: RT) reported a net loss of $3.2 million,
or $0.13 per share, for the third quarter of 2003.  This compares
with net income of $2.6 million, or $0.10 per share, in the third
quarter of 2002, and a net loss of $4.1 million, or $0.17 per
share, in the second quarter of 2003.
    
"While sales expanded and we cut expenses in the third-quarter,
gross profit margins declined under the pressure of a competitive
marketplace," said Neil S. Novich, Chairman, President, and CEO of
Ryerson Tull.   "On a strategic level, we completed a number of
initiatives that will enhance our short- and long-term competitive
position, including the Collado Ryerson joint venture and the
first phase of our growth program.  Additional cost cutting
actions, improvement of the funded position of our pension fund,
plans to enhance our information technology capabilities and
productivity, and putting the Ispat contingency behind us also
strengthen the organization."

               Third-Quarter Performance

Third quarter 2003 sales increased 3.4 percent from the third
quarter of 2002, on a 0.9 percent increase in tons shipped per day
and a 2.4 percent increase in the average selling price per ton.  
On a sequential basis, third quarter 2003 sales increased 1.7
percent from the second quarter of 2003, as a 3.7 percent increase
in tons shipped per day was partially offset by a 1.8 percent
decrease in the average selling price per ton.

Gross profit per ton of $166 in the third quarter of 2003
decreased from $171 in the year-ago period and $173 in the second
quarter of 2003.

Third quarter 2003 expenses (defined as operating expenses plus
depreciation) per ton declined to $167, compared to $174 in the
year-ago period and the second quarter of 2003, as a result of
expense control and higher volume.

                  Restructuring Activity
    
"We have continued to identify and capture ways to improve
efficiency and cut costs," stated Novich.  In the third quarter,
the company took actions to improve productivity and asset
utilization at its service centers by consolidating operations or
sales and administrative services at locations in the East,
Mountain region, and Pacific Northwest.  As a result, Ryerson Tull
took a third-quarter restructuring charge of $898,000.  
Additionally, there were accelerated depreciation charges of
$614,000, associated with the plant rationalization.

                  Collado Joint Venture
    
"Our joint venture with G. Collado S.A. de C.V. provides our
customers with the flexibility to take advantage of the benefits
Mexico offers many U.S. manufacturers," said Novich.  In
September, Ryerson Tull made an equity investment of $3.4 million
to form the joint venture-Collado Ryerson.  The ISO-9002 certified
Collado Ryerson is the largest plate processing and
fabrication facility in Mexico.  "This high tech facility-located
just across the border in Mexico-provides cross-border flexibility
and world-class quality."

                   Ispat Contingencies
    
"We were also pleased to resolve the $90 million Ispat
indemnification," said Novich.  On September 15, 2003, Ryerson
Tull settled all environmental and other indemnification claims
related to the 1998 sale of Inland Steel Company to Ispat
International N.V.  Under the settlement, Ryerson Tull paid $21
million to the Ispat Inland Pension Plan-an amount covered by a
previously established reserve.  That payment immediately reduced
Ryerson Tull's $50 million letter of credit/guaranty to the PBGC
supporting the Ispat Inland Pension Plan.  The settlement also
provides that Ryerson Tull's remaining $29 million letter of
credit will continue to be reduced, on a dollar for dollar basis,
as Ispat makes monthly payments to its pension plan during 2004.
"Our strong commercial relationship with Ispat Inland will
continue."

                   Pension Funding
    
During the third quarter of 2003, Ryerson Tull made a voluntary
contribution to its pension fund of $56 million, as disclosed in
the second- quarter release.  "This contribution improves our
funded status and makes any required funding unlikely in 2004 and
2005," added Novich.

                   Systems Upgrade
    
In order to reduce operating costs, streamline its business
processes, and upgrade its systems capabilities, Ryerson Tull
plans to consolidate its four operating platforms into one
integrated platform.  Following extensive research into various
software and hardware options over the past two years, the company
entered into agreements with SAP America, Inc. and Perot Systems
Solutions Consulting in the third quarter.  To minimize risks, the
company will test and implement the system in a phased process,
from late 2004 through 2006.  Total capital expenditures and
implementation expenses for this project are estimated at
approximately $30 million.

"Based on the direct cost savings alone, this project carries a
substantially positive internal rate of return," stated Novich.  
"Moreover, it will significantly enhance our customer service
capabilities."

                    Growth Initiative
    
"In addition to the other initiatives announced or completed in
the third quarter, we concluded the initial rollout of our growth
program in September," continued Novich.  "We are encouraged by
the early results and have added new customers and reactivated
former ones as a result of our marketing activities."

                   Financial Condition
    
"We entered the third quarter with strong liquidity, enabling us
to make a planned $56 million pension contribution, complete the
$21 million settlement with Ispat Inland, and finance changes in
working capital, while ending the quarter with sufficient
liquidity and a solid balance sheet," commented Novich.  As of the
end of the third quarter of 2003, the company had debt of $302.4
million, a debt-to-capital ratio of 43 percent, and approximately
$105 million available under its credit facility.

                         Outlook
    
"We expect to generate many, long-term advantages from our
strategic initiatives," concluded Novich.  "On a near-term basis,
we are evaluating additional cost cutting actions that, if taken,
could result in a restructuring charge of $3 million to $7 million
in the fourth quarter.  And while we are starting to see a more
constructive tone, in terms of end market demand, the fourth
quarter is the slowest of the year."  Fourth-quarter tonnage
typically trails the third quarter, on a daily shipment basis, and
there are four fewer shipping days in the quarter.

                         *   *   *

As reported in the Troubled Company Reporter's February 14, 2003
issue, Standard & Poor's Ratings Services lowered its corporate
credit rating on metals processor and distributor Ryerson Tull
Inc., to 'BB-' from 'BB' based on expectations that the current
poor operating environment and the company's weak credit
protection measures will continue. The current outlook is stable.
Chicago, Illinois-based Ryerson has about $260 million in debt.


SOLECTRON: Weak Credit Measures Spur Fitch to Cut Rating to BB-
---------------------------------------------------------------
Fitch Ratings has removed Solectron Corporation from Rating Watch
Negative and downgraded the company's senior unsecured debt to
'BB-' from 'BB' and adjustable conversion rate equity security
units to 'B' from 'B+'. The senior secured bank credit facility is
affirmed at 'BB+'. The Rating Outlook is Negative. Approximately
$2.8 billion of debt securities is affected by Fitch's actions.

The rating actions reflect Solectron's constrained credit
protection measures, weak operating margins, and challenging but
stabilizing demand environment. Also considered are Solectron's
top-tier position in the electronic manufacturing services (EMS)
industry, consistent free cash flow, and improved capital
structure. The negative outlook reflects uncertainty regarding
sustained profitability in the intermediate-term, execution risk
of the company's ongoing restructuring programs, event risk
related to pending asset divestitures and the nearly $1 billion
liquid yield option notes (LYONs) puttable in May 2004. Fitch
believes the rating outlook could be changed to stable if the
company is successful in divesting assets in a timely manner and
meeting its LYONs put, which Fitch expects will be settled with
cash.

Due to industry-wide over-capacity, continued pricing pressures,
and inefficiencies related to past acquisitions, Solectron's
operating earnings have been minimal for the last eight quarters.
While weak profitability continues to constrain cash interest
coverage, continued debt reduction has contributed to the
meaningful improvement in Solectron's adjusted leverage ratio.
Cash interest coverage (EBITDA-to-cash interest) remains weak at
approximately 2.3x and down from 2.8x in fiscal 2002 and Fitch
estimates it was below current covenant levels as of the fourth
quarter of fiscal year 2003. Cash, free cash flow, and proceeds
from various debt offerings have been used to reduce the company's
overall adjusted debt levels to the current $2.0 billion from $3.0
billion in fiscal 2002 and $5.3 billion in fiscal 2001, mainly by
reducing Solectron's LYONs. Adjusted leverage (total debt adjusted
with ACES equity credit-to-EBITDA) was 7.4x at fiscal year end
versus 9.8x one year ago. Fitch believes restructuring efforts,
improving end markets, and meeting the LYONs put should result in
further meaningful improvement of these key credit metrics in the
intermediate term.

Solectron recently reported its tenth consecutive quarter of
restructuring charges. The company's efforts to reduce past
acquisition-related overhead and shift productive assets from
high-cost to low-cost regions are expected to be completed during
fiscal year 2004. The company recently announced plans to divest
certain businesses which are not considered core to the long-term
strategy. These planned asset divestitures are expected to result
in approximately $500-$600 million of cash proceeds throughout
fiscal 2004, which will be used to partially satisfy the LYONs put
in May 2004. Fitch believes Solectron's solid liquidity could
ultimately be negatively affected by any material delay or
reduction in cash proceeds from these asset divestitures.

Fitch continues to recognize Solectron's strong industry position,
the new management team's focused strategy, consistent debt
reduction, and improved working capital management. The company
has won significant new contracts from existing customers who have
reported strengthening demand in end markets during the second and
third calendar quarters of 2003. Also, Solectron has significantly
reduced its cash-conversion-cycle to a Fitch estimated 53 days for
the fourth quarter of 2003 from 69 days for the fourth quarter of
2002. Improvements are somewhat tempered by EMS industry-wide
reductions in cash conversion cycles over the same period, and
Solectron continues to lag its peer group.

Liquidity remains solid with cash as of the fourth quarter ending
August 31, 2003, totaling $1.5 billion and the company's $450
million bank facility was unutilized. The bank facility consists
of both a $200 million 364-day revolver and a $250 million multi-
year revolver expiring February 2004 and 2005, respectively. Gross
total debt was $2.8 billion as of August 31, 2003, but was $2.0
billion adjusting for a 70% equity credit applied to the ACES. The
approximately $1.1 billion of ACES mature in 2006 but will be
remarketed in August 2004. Adjusted total debt consists of the
aforementioned $1.0 billion of LYONS due 2020 but puttable to the
company in May 2004, $150 million of senior unsecured notes due
2006, and $500 million of senior unsecured notes due February
2009.


SOLUTIA: Third Quarter Balance Sheet Upside Down by $369 Million
----------------------------------------------------------------
Solutia Inc. (NYSE: SOI) reported a third quarter net loss of $178
million, or $1.70 per share, on net sales of $578 million.  This
compares to a loss from continuing operations for the third
quarter of 2002 of $6 million, or 6 cents per share, on net sales
of $574 million.

The net loss for the third quarter of 2003 included charges of
$156 million after tax or $1.49 per share.  These charges included
$5 million after tax related to the Company's adoption of FASB
Interpretation No. 46, "Consolidation of Variable Interest
Entities," that was recorded as a cumulative effect of change in
accounting principle for consolidating the variable interest
entity which holds the Company's lease on its corporate
headquarters building in St. Louis, Missouri.  This charge was not
included in previous communication as the accounting guidance as
to the effective date of this adoption had not been finalized at
the time of that communication. Additionally, the impact of
adoption resulted in the consolidation of $37 million of fixed
assets and $43 million of debt and, prospectively, will result in
a reclass of approximately $3 million of rent expense to interest
expense.
    
The third quarter loss from continuing operations in 2003 also
included charges of $151 million after tax resulting from several
events. A charge of $76 million after tax was recorded for the
previously announced Alabama PCB settlement and to increase
certain other litigation accruals.  This charge included $37
million after tax for the warrants issuable to Monsanto and
represents the value determined as of the date of the courts
approval of the settlement. The Astaris joint venture, in which
the Company has a fifty percent ownership stake, recorded
restructuring charges during the quarter to reduce fixed costs
through selective product and facility rationalizations, including
the Conda, Idaho, purified wet acid facility which has performed
significantly below expectations established during the formation
of the joint venture. Solutia's share of these charges was $57
million after tax.  In addition, as required by SFAS No. 88, the
Company recorded a pension settlement charge of $18 million after
tax.  The pension settlement was triggered by a significant level
of year-to-date lump sum distributions from the Company's
qualified pension plan, primarily related to headcount reductions.
The third quarter loss from continuing operations in 2002 included
a pension settlement charge of $8 million after tax and a legal
settlement charge of $3 million after tax.
    
After consideration of these charges, Solutia's results for the
third quarter versus the year ago period were also negatively
impacted by elevated raw material and energy costs, the extended
down time at the acrylonitrile facility at the Alvin, Texas plant
and lower sales volumes, offset to some extent by improved
manufacturing performance and favorable currency exchange rates.
    
"In the past few months, we settled the Alabama PCB litigation and
we completed the refinancing of our credit facility.  
Notwithstanding these accomplishments, there is still much to be
done to improve the overall operational and financial health of
the Company," said John Hunter, chairman and chief executive
officer.  "We continue to take cost containment actions and we
continue to focus on the significant financial issues ahead of us
including addressing debt maturities, reducing our leverage,
managing the continuing drain from legacy liabilities and
satisfying our pension funding obligations. We will continue to
explore all alternatives to properly address these issues," Hunter
said.

    Year-to-Date Results from Continuing Operations
    
For the nine months ended September 30, 2003, Solutia's loss from
continuing operations was $228 million, or $2.18 per share, on net
sales of $1,785 million.  The loss from continuing operations for
the first nine months of 2003 included the aforementioned charges
of $151 million incurred during the third quarter, an
environmental charge of $17 million after tax for the Anniston,
Alabama partial consent decree and charges of $19 million after
tax primarily related to workforce reductions of approximately 460
positions and restructuring charges at the Flexsys and Astaris
joint ventures, partially offset by a gain of $3 million after tax
from the recovery of a previously written off customer account.
This compares to income from continuing operations for the first
nine months of 2002 of $9 million, or 9 cents per share, on net
sales of $1,679 million.  Earnings from continuing operations for
the nine months ended September 30, 2002, included a gain of $3
million after tax from the sale of Solutia's interest in the
Advanced Elastomer Systems joint venture, a pension settlement
charge of $8 million after tax and a legal settlement charge of $3
million after tax.
    
The decline in earnings for the first nine months of 2003 was
primarily due to elevated raw material and energy costs, increased
interest expense and lower sales volumes offset to some extent by
higher sales prices, favorable currency exchange rate fluctuations
and improved manufacturing operations.

Segment Data
    
Performance Products and Services' net sales for the third quarter
of 2003 increased $7 million compared to the same period of 2002
primarily due to strengthened foreign currencies and modestly
higher volumes.  This sales increase was primarily in the
Performance Films product lines and in Industrial Products.  
Pharmaceutical Services had a quarterly sales decline due to lower
volumes.
    
Performance Products and Services' profitability in the quarter
increased $3 million versus the prior-year quarter.  This increase
was primarily due to higher net sales and favorable manufacturing
variances, partially offset by higher raw material costs.

For the first nine months of 2003, Performance Products and
Services' net sales increased $42 million over the comparable
prior year period primarily due to favorable currency exchange
rate fluctuations and modest volume gains. Segment profitability
increased $2 million primarily because of increased sales volume,
lower marketing, administrative and technological expenses, and
favorable manufacturing operations partially offset by severance
charges associated with workforce reductions and increased raw
material costs.    

Integrated Nylon's net sales for the third quarter of 2003
decreased $3 million compared to the third quarter of 2002  
because of volume declines in acrylic fibers, partially offset by
higher average selling prices.  Price increases occurred
principally in nylon intermediate chemicals.  In addition,
carpet fibers recorded modest improvements in average selling
prices and volumes.  Acrylic fiber sales volumes were down
considerably reflecting weakness in the U.S. textiles industry
which prompted the previously announced downsizing of this
business.

Integrated Nylon's segment profitability decreased $16 million
over the prior year quarter. This was primarily due to higher raw
material and energy costs of approximately $18 million and the
extended down time at the acrylonitrile facility at the Alvin,
Texas plant, offset by cost containment activities completed in
the current year.

For the first nine months of 2003, Integrated Nylon's net sales
increased $64 million over the comparable prior year period
because of higher average selling prices, partially offset by
sales volume declines principally in acrylic fiber.  Segment
profitability declined by $64 million primarily because of
approximately $125 million of higher raw material and energy costs
and severance charges associated with cost reduction initiatives,
partially offset by increased sales.

Liquidity
    
Cash provided by continuing operations was $45 million in the
third quarter of 2003, compared to $18 million in the third
quarter of 2002. Solutia reported free cash flow (cash flow from
continuing operations less capital expenditures as presented on
the statement of cash flows) of $32 million for the third quarter,
after funding $13 million of capital expenditures.  This compares
to free cash flow of $1 million in the third quarter of 2002,
after funding $17 million of capital expenditures.  The increase
in free cash flow was principally due to a $25 million advance
payment received from Monsanto during the quarter for goods to be
shipped over the next year, and no voluntary contributions to the
qualified pension plan,
partially offset by lower earnings. In exchange for the advance
payment received from Monsanto, Solutia agreed to a modification
of an existing supply contract.
    
Cash and available borrowings as of September 30, 2003, after
taking into consideration the impact of the new credit facility
which was completed on October 9, 2003, was approximately $150
million.

As of September 30, 2003, Solutia Inc. records a total
shareholders' deficit of $369 million compared to $249 million as
of December 31, 2002.

Outlook
    
While some broad indicators have shown recent evidence of a
domestic economic recovery, we, like many of our peers, have not
experienced the recovery and we remain guarded as to its timing
and pace. Given the recent rise in energy costs, sluggish demand
and weak consumer confidence, we do not expect a meaningful
improvement in operating results for the fourth quarter 2003 or
first quarter 2004.  Accordingly, and consistent with the terms of
our new credit facility, no dividends will be paid in the calendar
year 2003.

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


SPIEGEL GROUP: Bringing-In Assessment Tech as Tax Consultants
-------------------------------------------------------------
Assessment Technologies, Ltd., is one of the largest ad valorem
tax consulting firms in the Southwest with more than 40 tax
professionals operating in its offices in Houston and San
Antonio, Texas.  Assessment's staff is comprised of economists,
appraisers, tax strategists and client service professionals.
Due to its excellent track record of producing significant tax
savings, Assessment has been employed by numerous companies to
provide tax consulting services throughout the country.  The
Spiegel Group Debtors determined that Assessment will ensure the
most economic and effective means for them to be represented in
their Chapter 11 cases while continuing to operate their
businesses.  Moreover, Assessment has stated its desire and
willingness to act as the Debtors' property tax consultants and
render the necessary professional services required.

Accordingly, the Debtors seek the Court's authority to employ
Assessment Technologies, Ltd. as their property tax consultants
in connection with their Chapter 11 cases on the terms and
conditions set forth in the parties' Service Agreement dated
August 25, 2003.

As property tax consultants, Assessment will:

   (a) review the current and proposed tax assessments on the
       Debtors' properties including supporting data,
       calculations and assumptions produced by the appropriate
       appraisal or assessing authority, as well as information
       provided by the Debtors;

   (b) represent the Debtors before appropriate tax assessing or
       collecting authorities using reasonable and appropriate
       means to negotiate the lowest possible assessment or tax
       claim amount; and

   (c) use local, state or federal remedies available.

Assessment will be paid these fees for each tax year on a
contingent fee basis:

   (a) Category I Fees: 35% of the Tax Savings on tax
       liabilities, which meet or exceed $50,000 per annum; and

   (b) Category II Fees: 45% of the Tax Savings on tax
       liabilities, which are less than $50,000 per annum.

Fee category selection is determined on individual tax accounts
and individual tax years and the path of resolution pursuit.  The
aggregate tax normally is represented when working through state
administrative proceedings.  However, when multiple taxing
entities subdivide their interests into an individual taxing
unit's claims, the subdivided tax applies as a determinant of the
fee category.

Tax Savings is defined in the Service Agreement as:

   * The positive difference between the proposed assessed
     valuation and final assessed valuation for the property for
     each tax year, multiplied by that year's tax rate;

   * Refunds, credits, interest, reductions in claims and other
     tax offsets;

   * Reduction in taxes arising from correction of errors in the
     tax roll for prior tax years; and

   * Reduction of penalties or interest payables.

Furthermore, in the event a final assessed valuation is
negotiated in advance of the formal posting of a proposed
assessed value, the proposed assessed valuation for purposes of
determining Tax Savings will be calculated by adding capital
additions to the property for the past year to the prior year's
original assessment, less any current year depreciation in value
according to the Assessor's published schedule.

In addition, the Service Agreement provides that Assessment's
fees will be paid by the Debtors within 30 days of the Debtors'
Actual Receipt of the Tax Savings.  Actual Receipt is defined as:

   (1) if the Tax Savings is in the form of a refund, the date on
       which the refund is received by the Debtors and available
       for deposit in the Debtors' bank accounts; and

   (2) if the Tax Savings is in any form other than a refund, the
       date the Tax Savings is created, either by written
       agreement between the tax office and the Debtors or by
       a court order.

The Debtors are not obligated to pay any fees to Assessment with
respect to Tax Savings generated in future tax returns that
incorporate discoveries and tax positions made by Assessment
pursuant to the Service Agreement.  Moreover, Assessment is  
responsible for paying all special property tax counsel legal
fees, third party appraisal fees and any other fees incurred by
Assessment in pursuing Tax Savings under the Service Agreement.

Assessment will not maintain time records for the services it
performs pursuant to the Services Agreement, because Assessment
is seeking to be compensated on a contingency fee basis based on
a percentage of the Debtors' Tax Savings rather than billing on
an hourly basis.  Assessment will, however, be keeping reasonably
detailed descriptions of the services that are rendered pursuant
to its engagement.

Given the transactional nature of its engagement and the
contingency arrangement, Assessment has further advised the
Debtors that it seeks relief from complying with the monthly and
interim fee application requirements pursuant to the Procedures
for Monthly Compensation and Reimbursement of Expenses of
Professionals.  Instead, Assessment proposes to submit detailed
invoices for payment of compensation to the Debtors, the U.S.
Trustee and the Committee.

During the course of its engagement, Assessment may employ
special property tax counsel, third party appraisers and other
persons or entities to assist the firm in providing property tax
consulting services to the Debtors.  James Hausman, Assessment's
Senior Vice President, relates that:

   (a) Assessment will be solely responsible for the compensation
       of the Subcontractors;

   (b) The Debtors will not be liable to Assessment's
       Subcontractors for any fees and expenses incurred in
       connection with the subcontractors' employment in the
       Debtors' Chapter 11 cases; and

   (c) Assessment's Subcontractors will have no rights of any
       kind under, or with respect to, the Service Agreement or
       the Debtors.

Mr. Hausman assures the Court that Assessment represents no
interest adverse to the Debtors or their estates in the matters
for which Assessment is to be employed.  Furthermore, Assessment
is a "disinterested person," as defined in Section 101(14) of the
Bankruptcy Code. (Spiegel Bankruptcy News, Issue No. 14;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


SR TELECOM: Third Quarter Results Conference Call is on Thursday
----------------------------------------------------------------
    OPEN TO:       Analysts, investors and media

    DATE:          Thursday, October 30, 2003

    TIME:          10:00 A.M. Eastern Standard Time

    CALL:          514-807-8791 (FOR ALL MONTREAL AND OVERSEAS
                   PARTICIPANTS) 1-800-814-4890 (FOR ALL OTHER
                   NORTH AMERICAN CALLERS)

Dial-in 15 minutes before the conference begins.

If you are unable to call in at this time, you may access a tape
recording of the meeting by calling 1-877-289-8525 and entering
the passcode 21023183(pound key) on your phone. This recording
will be available on Thursday, October 30 as of 12:00 P.M. until
11:59 P.M. on Thursday, November 6. An archive of the conference
call will also be available at http://www.srtelecom.com,
http://www.newswire.caor at http://www.q1234.com.

SR TELECOM (S&P, B+ Corporate Credit and Senior Unsecured Debt
Ratings) is a world leader and innovator in Fixed Wireless Access
technology, which links end-users to networks using wireless
transmissions. SR Telecom's field-proven solutions include
equipment, network planning, project management, installation and
maintenance services. The Company offers the industry's broadest
portfolio of fixed wireless products, designed to enable carriers
and service providers to rapidly deploy high-quality voice, high-
speed data and broadband applications. These products, which are
used in over 110 countries, are among the most advanced and
reliable available today.


SUREBEAM CORPORATION: Secures $5 Million in Equity Financing
------------------------------------------------------------
SureBeam Corporation (Nasdaq: SUREE) announced it has secured
approximately $5 million in equity financing from three
institutional investors in the form of a private placement. The
proceeds will be used for working capital needs and general
corporate purposes.
    
"This new infusion of cash has given us additional time to work to
complete our review and refocus on a more profitable business
model," said Terrance J. Bruggeman, SureBeam's president and chief
executive officer.  "We will continue to evaluate current
processes and procedures as we develop a new business strategy. I
appreciate these investors' confidence in our company."

                      Financing Details
    
The financing consists of 673 shares of newly-created Class A
Convertible Preferred Stock. The Preferred Stock is convertible
into shares of the company's common stock at a conversion price of
$0.95 per share. Including the anticipated net proceeds of the
offering of $4.5 million, as of October 22, 2003, the company had
available cash of approximately $7.5 million.
    
As part of the transaction, SureBeam also issued to the investors
warrants entitling them to purchase, for a five-year period, an
aggregate of up to approximately 2,700,000 shares of common stock,
at an exercise price of $1.00 per share.

                     Financial Update
    
The company has filed a Form 8K-A with the Securities and Exchange
Commission detailing the terms of the financing. The report also
provides updates on the company. As of September 30, 2003, we had
cash and cash equivalents of approximately $3.6 million, as
compared with $27.3 million at December 31, 2002 and $11.8 million
at June 30, 2003. As previously disclosed, we have implemented a
cost reduction plan, and we are studying our business model to
identify further non-essential expenditures. As a result of our
continued losses and current cash resources, we will need to raise
additional funds through public or private equity or debt
financings, collaborative relationships or other arrangements in
order to execute our business strategy and continue our
operations.

If our common stock is delisted from NASDAQ, as discussed below,
it may have a detrimental impact upon our ability to obtain
additional capital through equity financings.  As previously
disclosed, for the distribution of our stock by The Titan
Corporation ("Titan") to continue to qualify as tax- free, there
must not be a change in ownership of 50% or more in either the
voting power or value of either our stock or Titan's stock that is
considered to be part of a plan or a series of related
transactions related to Titan's distribution of our stock to its
stockholders. Accordingly, we believe that our completion of the
offering of the Preferred Stock may limit us from engaging in any
further equity financing until August 2004, when the restrictions
on equity issuances from the tax-free distribution expire.  In
connection with our spin-off from Titan, we agreed that we would
not take any action that would cause the spin-off to be taxable to
Titan.

                  Corporate Governance
    
As previously disclosed, on August 21, 2003, we dismissed Deloitte
& Touche LLP as our independent auditor.  As of the date of this
report, we do not yet have a successor independent auditor.  
Therefore, we have been unable to complete an auditor review of
our Form 10-Q for the quarter ended June 30, 2003 (the "Form 10-
Q"), and file such Form 10-Q.
    
As previously disclosed, due to our failure to file the Form 10-Q,
we have been notified by NASDAQ that we were in violation of its
rules and that our common stock could be delisted from the NASDAQ.
On September 25, 2003, we had a hearing before a NASDAQ Listing
Qualifications Panel to review issues related to the late filing
of the Form 10-Q, including whether our common stock would
continue to be listed on NASDAQ. We have not yet been informed as
to the outcome of the hearing; however, we expect to be notified
by NASDAQ as to the outcome of the hearing during October 2003.
    
As previously disclosed, effective September 30, 2003, Jack A.
Henry, resigned from his positions as Director, member of our
Compensation Committee, and member and chairman of our Audit
Committee. This left our Audit Committee with only two members
while NASDAQ rules require our Audit Committee to have three
members. NASDAQ contacted us regarding our noncompliance with its
Audit Committee requirements and reiterated that continued listing
on the NASDAQ requires compliance with its rules. We are currently
conducting interviews of additional Director and Audit Committee
candidates.

Our Audit Committee engaged a national accounting firm as of
August 26, 2003, to conduct an independent review and evaluation
of various accounting issues raised by Deloitte and Touche LLP,
our previous auditors. Our Audit Committee has also engaged Latham
& Watkins to act as special counsel to the Audit Committee to
assist it in conducting its review of the accounting and auditor
issues facing SureBeam.
    
"While we navigate these difficult times, we remain focused on the
importance of our life-saving solution to serious public health
problems," said Mr. Bruggeman. "Going forward, we expect
SureBeam's patented processes to play a key role in improving the
quality of life by helping to eliminate food-borne illnesses,
helping to reduce food and flower infestation, and reducing
spoilage to extend the shelf life of fruits and vegetables."

Headquartered in San Diego, California, SureBeam Corporation
operates processing service centers located in Glendale Heights,
Illinois; Sioux City, Iowa; College Station, Texas; and Rio de
Janeiro, Brazil.  The Company is a leading provider of electron
beam food safety systems and services for the food industry.  
SureBeam's technology significantly improves food quality,
extends product freshness, and provides disinfestation that helps
to protect the environment. The SureBeam patented system is based
on proven electron beam and x-ray technology that destroys harmful
food-borne bacteria much like thermal pasteurization does to milk.
This technology can also eliminate the need for toxic chemical
fumigants used in pest control that may be harmful to the earth's
ozone layer.

                         *   *   *

               Liquidity and Capital Resources

In its latest Form 10-Q filed with Securities and Exchange
Commission, SureBeam Corporation reported:

"We have used cash principally to construct systems for our
strategic alliances and fund working capital advances for these
strategic alliances, to construct our company-owned service center
and systems in Brazil, and to fund our working capital
requirements. We spend significant funds to construct systems for
our strategic alliances in advance of payment. We also are
spending significant funds on sales and marketing efforts relating
to brand recognition and consumer acceptance programs. In
addition, our service centers have operated at losses using
significant funds. At March 31, 2003, we had available cash and
cash equivalents of $20.2 million and restricted cash of $1.3
million. The restricted cash represents the money received as
payment on our RESAL contract in anticipation of our first
shipment of equipment. The cash will become unrestricted upon our
shipment, which is scheduled for the second quarter of 2003.

      Status of Our $50.0 Million Credit Facility with Titan

"During 2002, Titan extended to us a senior secured credit
facility under which we could borrow up to a maximum of $50.0
million, subject to the terms and conditions of the credit
facility. As of May 7, 2003, we have borrowed $25.0 million on
this credit facility. The credit facility allows us to borrow, in
addition to our previous borrowings, up to a maximum of $12.5
million per quarter through the fourth quarter of 2003, subject to
the $50.0 million cumulative limitation on borrowing and the other
terms and conditions of the credit facility. We are unable to
borrow additional amounts if our cash balance is greater than $5.0
million.

"We have not borrowed additional amounts on the credit facility
since October 30, 2002, and, we do not anticipate borrowing, or
being able to borrow, additional amounts on the credit facility
during 2003 or during the remaining period that the credit
facility is outstanding. As of March 31, 2003, we were in
compliance with all covenants of the credit facility, however, we
were not able to borrow additional funds during the second quarter
because we did not meet the earnings before interest, taxes,
depreciation and amortization (EBITDA) target for the first
quarter of 2003 in our annual operating plan. We do not anticipate
that we will have availability under the credit facility during
the remaining period that the credit facility is outstanding.

"We are obligated, with some exceptions, to use net proceeds from
the sale of assets and securities to repay amounts advanced under
the credit facility. During March 2003, the credit facility was
amended to allow us to receive net proceeds of up to $25.0 million
resulting from transactions involving the issuance of equity
securities through September 30, 2004, without having to apply
such net proceed towards repayment of the credit facility,
provided that no default or event of default had occurred. We are
required to make a mandatory prepayment on the credit facility in
an amount equal to 50% of any net proceeds in excess of $25.0
million resulting from transactions involving the issuance of
equity securities.

"Under our credit facility, we are obligated to make minimum
quarterly principal payments as follows: 13.75% of the outstanding
principal balance as of December 31, 2003 during each quarter in
2004; 25% of the outstanding principal balance as of December 31,
2004 during each quarter in 2005; and, all remaining principal by
December 31, 2005. The interest rate is Titan's effective weighted
average term debt rate under Titan's credit agreement plus three
percent. As of March 31, 2003, the interest rate on the credit
facility was 7.92%. Interest is payable monthly beginning in
January 2003. Through May 7, 2003, we have paid $1.4 million of
interest related to the credit facility. The credit facility is
secured by a first priority lien on all of our assets.

                   Credit Facility Availability

"During the quarter ending March 31, 2003, the maximum amount
available for borrowing pursuant to the credit facility was $12.5
million, subject to the terms and conditions of the credit
facility. The maximum amount available for borrowing in each of
the second, third and fourth quarters of 2003 is based upon our
earnings before interest, taxes, depreciation and amortization for
the prior quarter as a percentage of the EBITDA target in our
annual operating plan.

"If actual EBITDA is negative $2.4 million or higher for the
quarter ending March 31, 2003, then up to 100% of the quarterly
maximum or $12.5 million will be available for borrowing during
the quarter ending June 30, 2003. If our actual EBITDA is negative
$3.0 million during the quarter ending March 31, 2003, then up to
50% of the quarterly maximum or $6.3 million will be available for
borrowing during the quarter ending June 30, 2003. If our actual
EBITDA is between negative $2.4 million and negative $3.0 million
during the quarter ending March 31, 2003, then the maximum amount
available for borrowing during the quarter ending June 30, 2003
shall be determined by linear interpolation between $6.3 million
and $12.5 million. If our actual EBITDA is lower than negative
$3.0 million for the quarter ending March 31, 2003, no amounts
will be available for borrowing through the credit facility during
the quarter ending June 30, 2003. No amounts are available for
borrowing during the second quarter because our EBITDA was $6.8
million and therefore is less than the negative $3.0 million
target.

"For the quarter ending June 30, 2003, our target EBITDA is
$505,000. If our actual EBITDA for the quarter ending June 30,
2003 is positive, but less than $126,000, or 25% of the target
EBITDA, then the maximum amount available in the quarter ending
September 30, 2003, would be $5.0 million, provided that no
amounts would be available unless we covenant during the quarter
ended September 30, 2003 to limit our total operating expenses
(defined as research and development and selling, general and
administrative expenses) to $5.0 million. No amounts would be
available under the credit facility during the quarter ended
September 30, 2003, if we have negative EBITDA for the quarter
ending June 30, 2003. If our actual EBITDA for the quarter ended
June 30, 2003 is $126,000, or 25% of the target EBITDA, then the
maximum amount available in the quarter ended September 30, 2003,
would be $6.3 million or 50% of the quarterly maximum and for each
percentage of actual EBITDA above $126,000, or 25% of target
EBITDA, the percentage of the quarterly maximum above 50% would be
increased on a pro rata basis.

"For the quarter ending September 30, 2003, our target EBITDA is
$4.1 million. Therefore, if our actual EBITDA for the quarter
ended September 30, 2003 is positive, but less than $1.0 million,
or 25% of the target EBITDA, then the maximum amount available in
the quarter ended December 31, 2003, would be $5.0 million,
provided that no amounts would be available unless we covenant
during the quarter ended December 31, 2003 to limit our total
operating expenses (defined as research and development and
selling, general and administrative expenses) to $5.0 million. No
amounts would be available under the credit facility during the
quarter ending December 31, 2003, if we have negative EBITDA for
the quarter ending September 30, 2003. If our actual EBITDA for
the quarter ended September 30, 2003 is $1.0 million, or 25% of
the target EBITDA, then the maximum amount available in the
quarter ended December 31, 2003, would be $6.3 million or 50% of
the quarterly maximum and for each percentage of actual EBITDA
above $1.0 million, or 25% of target EBITDA, the percentage of the
quarterly maximum above 50% would be increased on a pro rata
basis.

"We do not anticipate that we will have further availability under
the credit facility during the remaining period that the credit
facility is outstanding.

"The credit agreement also includes covenants limiting our
incurrence of debt, investments, declaration of dividends and
other restricted payments, sale of stock of subsidiaries and
consolidations and mergers. The credit agreement, however, does
not contain any financial covenants requiring us to maintain
specific financial ratios.

"In addition, Titan has guaranteed some of our lease obligations,
and we are obligated to reimburse Titan for any payments they make
under these guaranties. Any guarantee payments Titan makes reduces
amounts available for future borrowing under the credit agreement.
We will pay Titan a monthly fee of 10% of the guaranteed monthly
payments. Some of the guaranteed leases have longer terms than the
credit facility. If Titan remains a guarantor at the maturity date
for the credit facility, then we plan to enter into a
reimbursement agreement with Titan covering the outstanding
guarantees.

"For the three months ended March 31, 2003, we used cash in
operations of $5.7 million as compared to having cash provided by
operations of $5.5 million for the three months ended March 31,
2002. During the first quarter of 2003, our net loss plus
depreciation and amortization were offset by an increase in
working capital usage, particularly an increase in accounts
receivable related to the increase of our unbilled receivables and
restricted cash and was offset by the decrease in the amount due
from Titan due to the $8.7 million we received for payment on our
receivables during the quarter. Also during the quarter, we
received $1.3 million of restricted cash related to a payment made
based in a milestone payment on our RESAL contract. The release of
the funds is tied to our initial shipment of equipment to Saudi
Arabia that was delayed due to the war in Iraq but is now
scheduled to ship in the second quarter of 2003. For the three
months ended March 31, 2002, our net loss plus depreciation and
amortization were offset by an increase in working capital usage,
particularly an increase in our unbilled receivables and
inventories and was offset by the decrease in the amount due from
Titan due to the $19.5 million we received as payment on our
receivables during the quarter.

"We used approximately $1.5 million and $437,000 for investing
activities for the three months ended March 31, 2003 and 2002,
respectively. For the three months ended March 31, 2003 we had
capital expenditures of $1.5 million primarily related to the
continued construction of our company owned service centers.

"The [Company's] consolidated financial statements contemplate the
realization of assets and the satisfaction of liabilities in the
normal course of business. During the three months ended March 31,
2003, we have incurred substantial losses from operations and
investments in infrastructure. Management believes that as we
continue to expand significant funds on, sales and marketing, it
is not anticipated that our revenues will sufficiently offset
these expenses until at least 2004. Additionally, our construction
and implementation period for systems sales to strategic alliances
require a substantial use of cash for at least 12 to 18 months.
Our arrangements to sell food irradiation systems to strategic
alliances typically contain milestone provisions for payment,
which are typically based upon time, stage of completion, and
other factors. As a result, our unbilled receivables from our
customers have increased $1.7 million for the three months ended
March 31, 2003. Also, we have advanced funds aggregating $6.0
million to Hawaii Pride of which $230,000 was advanced during the
three months ended March 31, 2003 and is included in selling,
general and administrative expense in the accompanying
consolidated financial statements. These advances were used
primarily for land acquisition, for facility construction and for
working capital purposes. We are not obligated to continue the
funding of Hawaii Pride. We also have entered into a number of
commitments to lease land and facilities in connection with
construction of our four company-owned service centers all of
which are operational. In addition, based on our customer
requirements, we may expend funds to construct and install in-line
systems that we will own and operate.

"In addition to our current operating plans, which focus on
increasing cash flow from operations, we are also evaluating a
number of alternative plans to meet our future operating cash
needs. These plans include raising additional funds from the
capital markets. As of the date of the filing of this report, we
have obtained $25.0 million under the senior secured credit
facility with Titan. We do not anticipate making any additional
borrowings under this credit facility. If the funds available from
the capital markets are not available or not sufficient for us, or
if we are unable to generate sufficient cash flow from operations,
we may need to consider additional actions, including reducing or
deferring capital expenditures, reducing or deferring research and
development projects, curtailing construction of systems for
customers in advance of payment and reducing marketing
expenditures, which actions may have a material adverse impact on
our ability to meet our business objectives.

"At March 31, 2003, we had $20.2 million of cash and cash
equivalents and $1.3 million of restricted cash. We believe that
this balance will be sufficient to meet our cash needs through
2003. However, a variety of currently unanticipated events could
require additional capital resources such as the acquisition of
complementary businesses or technologies or increased working
capital requirements to fund, among other things, construction of
systems for our strategic alliances in advance of payment.
Additionally, if our requirements vary from our current plans, we
may require additional financing sooner than we anticipate. An
inability in such circumstance to obtain additional financing on
terms reasonable to us, or at all, could have a material adverse
effect on our results of operations and financial condition."


STELCO: Long-Term Credit Rating Down to B- over Poor Liquidity
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered the long-term
corporate credit rating on integrated steel producer Stelco Inc.
to 'B-' from 'B'. At the same time, the senior unsecured debt
ratings on Stelco were lowered to 'CCC+', and the ratings on the
subordinated notes were lowered to 'CCC'. The ratings remain on
CreditWatch with negative implications.

"The ratings were lowered due to the company's liquidity position,
which declined a further C$26 million in third-quarter 2003," said
Standard & Poor's credit analyst Donald Marleau. This is
compounded by a deteriorating competitive position and
increasingly limited options to stabilize its finances. Stelco
will require significant changes in its cost structure to ensure
its viability, particularly as several major steel producers in
North America have restructured their operations and improved
their cost profiles. At the end of third-quarter 2003, the
company might only have liquidity to sustain its operations
through mid to late 2004. The company is not in violation of any
covenants that would result in loans being called.

Stelco is currently generating a cash loss per ton, despite
operating near full capacity. Management is undertaking a wide-
ranging strategic review with the goal of enhancing the company's
cost competitiveness. Although such an improvement may be
achievable without entering a formal restructuring process, the
company could enter Companies' Creditors Arrangement Act
proceedings to effect the requisite reorganization.

Stelco's financial performance is expected to be very weak in the
medium term. To prevent ratings from being lowered further, the
company must take actions in the next four months to improve
liquidity and position itself to generate positive cash from
operations. If steel prices do not improve in early 2004 or the
company cannot eliminate sufficient costs, the ratings will be
lowered.

Hamilton, Ontario-based Stelco is the largest steel producer in
Canada, with both integrated and mini-mill production of rolled
and manufactured steel products at several production sites. In
2002, Stelco shipped 4.7 million tons of steel, equal to about
one-quarter of all Canadian steel consumption. About 85% of
Stelco's sales are in Canada, with the remainder primarily in the
U.S.


SUNRISE APARTMENTS: Fitch Further Junks Series A Revenue Bonds  
--------------------------------------------------------------
City of Indianapolis, Indiana multifamily revenue bonds (Sunrise
Apartments Project), $3.3 million series A bonds are downgraded to
'C' from 'CCC' by Fitch Ratings. The bonds are secured by a first
mortgage on a 320-unit multifamily property known as Sunrise
Apartments. The property was built in 1974 and is located in
Indianapolis, Indiana. Federal and state laws require that the
property offer 20% of its units to families whose income is at, or
below, 50% of the area's median income.
Fitch's rating action is a result of the property's weak operating
performance, the exhaustion of the Series A debt service reserve
balance, and the limited availability of refinancing options.

Based on discussions with TESCO Properties, the Property's
management agent, Fitch is concerned about the transactions near
term outlook and its ability to cover the next bond payment in
December 2003.

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


TENET HEALTHCARE: S&P Lowers and Keeps Neg. Outlook on Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on health care service provider
Tenet Healthcare Corp. to 'BB-' from 'BB'.

The outlook remains negative. Tenet, based in Santa Barbara,
California, had about $4.0 billion of debt as of June 30, 2003.

"The downgrade reflects even weaker-than-expected profitability,
and as a result, possibly weaker liquidity at Tenet," said
Standard & Poor's credit analyst David Peknay. "These issues, in
addition to other rating concerns of yet undetermined magnitude,
indicate a credit profile more reflective of the lower rating."

The unsecured bank loan is rated the same as the corporate credit
rating, as bank lenders will fare no better than other unsecured
lenders in the unlikely event of default.

A key factor contributing to further declines in Tenet's
profitability is a large increase in its bad debts. The company
announced that it expects to take a charge of $200 million to $225
million to write down accounts receivable, and it will incur $240
million to $290 million in additional bad debt expense. Such an
increase in bad debts is recognized as a growing issue in the
hospital sector, one that is usually considered at some reasonable
level in the ratings of other hospital companies. In Tenet's
particular case, however, the bad debt expense include receivables
from managed-care companies, which may indicate that
renegotiations between Tenet and these payors over pricing may be
more severe than anticipated. Although the portion of the write-
off attributed to managed care is not large, and by itself would
not be a concern, future earnings and cash flow may be weaker as
the resultant "rebasing" of managed-care contracts rates may be
lower than expected. It is also unclear what impact the company's
announced cost reduction efforts will have on operating results.


TERRA INDUSTRIES: Will Webcast Q3 Conference Call on October 30
---------------------------------------------------------------
Terra Industries Inc. (NYSE: TRA) announced that it has scheduled
the webcast of its third quarter results conference call at 3:00
p.m. EST on Oct. 30, 2003. During the call, Terra President and
CEO Michael Bennett, Chief Financial Officer Frank Meyer and Chief
Administrative Officer Mark Rosenbury will discuss Terra
Industries Inc.'s third quarter results.

Persons wishing to listen to the webcast may register at
http://www.firstcallevents.com/service/ajwz392035999gf12.htmlany  
time prior to the event. A recording of the webcast will be
archived on Terra's web site for three months. Interested persons
may listen to the archive by registering at the address above.

The minimum requirement for listening to the broadcast is Windows
Media Player software, (downloadable free from
http://www.microsoft.com/windows/windowsmedia/EN/default.asp) and  
at least a 28.8 kbps connection to the Internet.

Terra Industries Inc., with 2002 revenues of $1 billion, is a
leading international producer of nitrogen products and methanol.

                     *    *     *

As reported in the Troubled Company Reporter's August 26, 2003
edition, Fitch Ratings downgraded Terra Industries' senior secured
credit facility and senior secured notes to 'B+' from 'BB-' and
has affirmed the senior secured second priority notes rated 'B-'.
Fitch withdraws the rating for the senior unsecured notes which
were rated 'B-'. The notes have been placed on Rating Watch
Negative.

The ratings downgrade reflects Terra's weak operating result's
during the second quarter, higher than expected leverage; its
exposure to natural gas price volatility; and a decline in the
company's liquidity. This level of performance was expected to a
certain degree, considering the poor volumes sold during the
spring planting season and the higher average natural gas costs (a
raw material). Unfortunately, performance was so weak that Terra
had to draw on its previously undrawn credit facility. Looking
forward, Q3 is of particular concern from a liquidity standpoint.
The risk is that margins will remain negative and operations will
use cash rather than provide cash. This situation would require
continued use of the credit facility to fund cash needs. Continued
use of the credit facility could force Terra to violate its
minimum cash flow/EBITDA and minimum availability covenants.
Moreover, the availability of the credit facility has declined,
leaving Terra in a potentially vulnerable situation where the
company is unable to meet interest payments. Improvement in cash
flow will be affected by demand (fall season and spring
prepayments) and margin. The Negative Watch captures the
uncertainty in near-term future performance, the potential for
covenant violations and the possibility of further liquidity
deterioration.


TOBACCO ROW PHASE 1A: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Tobacco Row Phase 1a Development, L.P.
        2 South Street
        Richmond, Virginia 23219

Bankruptcy Case No.: 03-40033

Type of Business: The Company owns the Tobacco Row apartment
                  buildings, which are in three former tobacco
                  warehouse buildings, called the Cameron, Cameron
                  Annex and Kinney buildings.

Chapter 11 Petition Date: October 22, 2003

Court: Eastern District of Virginia (Richmond)

Judge: Douglas O. Tice Jr.

Debtor's Counsel: Bruce H. Matson, Esq.
                  Christopher A. Jones, Esq.
                  John Russell Bollinger, Esq.
                  LeClair Ryan
                  707 East Main St., 11th Floor
                  Richmond, VA 23219
                  Tel: 804-916-7104
                  Fax: 804-916-7204

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
McCormack Baron Ragan       Trade Debt                $119,311
Mgmt. Services

McCormack Baron Salazar     Trade Debt                 $61,702

SunAmerican Affordable      Trade Debt                 $50,000
Housing    

AFCO                        Trade Debt                 $43,288

Troutman Sanders            Trade Debt                 $21,996

Carpets by Jerry Pope       Trade Debt                  $8,025       

Maintenance Warehouse       Trade Debt                  $4,770

Nixon Peabody, LLP          Trade Debt                  $3,115

Aaron Rents, LLP            Trade Debt                  $2,925

Gorden's Quality Painting   Trade Debt                  $2,675

Network Multi-Family        Trade Debt                  $2,565
Security   

Hughes Maintenance Repair   Trade Debt                  $1,766

Simplex Grinnell, Inc.      Trade Debt                  $1,461

Otis Elevator               Trade Debt                  $1,157

Standby Systems, Inc.       Trade Debt                  $1,144

For Rent Magazine           Trade Debt                    $994        

Browning Ferris Industries  Trade Debt                    $839

Wilmar Industries           Trade Debt                    $716

Fitness Resource, Inc.      Trade Debt                    $671

R.E. Michel Company, Inc.   Trade Debt                    $669

         
UBIQUITEL INC: Reports Third Quarter Subscriber Results
-------------------------------------------------------
UbiquiTel Inc. (Nasdaq: UPCS), a PCS Affiliate of Sprint (NYSE:
FON, PCS), reported subscriber results for the third quarter ended
September 30, 2003.

-- Net adds for the quarter were approximately 13,200, excluding
   resellers, bringing the ending subscriber base to
   approximately 305,000, excluding resellers.  73% of total
   subscribers were in the prime credit classes.  UbiquiTel    
   obtained an amendment to its senior secured credit facility
   on October 10, 2003 that made the company in compliance with
   the minimum subscriber covenant for the quarter ended
   September 30, 2003.

-- As previously guided, churn increased to 3.4%, from 2.9% in the
   second quarter 2003, but down significantly from third
   quarter 2002 churn of 4.3%.  The sequential increase in churn
   resulted primarily from an increase in voluntary
   deactivations.

"UbiquiTel maintained our commitment to quality growth in the
third quarter as evidenced by the 90% prime mix in our net
subscriber additions," said Donald A. Harris, chairman and chief
executive officer of UbiquiTel Inc. "Our focus on PCS Vision
resulted in 57% of our gross subscriber additions purchasing
Vision-capable handsets, increasing our revenue potential from
3G data usage."

The company earlier announced that it will issue a press release
summarizing its quarterly results after the market closes on
Tuesday, November 11, and conduct a conference call on Wednesday,
November 12, at 10:30 a.m., to discuss its results for the three
months ended September 30, 2003 and provide guidance for the
fourth quarter 2003.

UbiquiTel (S&P, CCC Corporate Credit Rating, Developing) is the
exclusive provider of Sprint digital wireless mobility
communications network products and services under the Sprint
brand name to midsize markets in the Western and Midwestern United
States that include a population of approximately 10.0 million
residents and cover portions of California, Nevada, Washington,
Idaho, Wyoming, Utah, Indiana and Kentucky.


UNITED AIRLINES: Exploring Alternatives for Expanding Operations
----------------------------------------------------------------
United Airlines (OTC Bulletin Board: UALAQ) issued the following
statement:

"United will remain a competitive force at Dulles International
Airport and on the routes currently served by United Express with
Atlantic Coast Airlines (ACA) as our service provider.  Our
contract with ACA remains in effect through 2010, and as such ACA
is obligated to continue providing service to our customers.  We
remain committed to the United Express business model, and have
been negotiating with ACA to reach a competitive agreement similar
to those reached with other carriers within that model. Contrary
to speculation, it is absolutely untrue that we have had any
involvement in Mesa's offer to ACA.  Because ACA has now made it
clear they do not wish to reach a competitive United Express
agreement, United will explore all the alternatives for providing
United Express operations out of Dulles, including entering into a
regional jet agreement similar to those United has recently
reached with its current United Express carriers."
    
United and United Express operate more than 3,300 flights a day on
a route network that spans the globe. News releases and other
information about United can be found at the company's web site at
http://www.united.com.


UNITED STATIONERS: Reports Increasing Net Sales in Third Quarter
----------------------------------------------------------------
United Stationers Inc. (Nasdaq: USTR) reported net sales for the
third quarter ended September 30, 2003, of $979 million, up 5.0%
compared with sales of $932 million for the third quarter of 2002.  
Net income for the third quarter of 2003 was $23.3 million, a
23.0% increase from $18.9 million in the comparable period last
year.  Earnings per share for the third quarter of 2003 were
$0.69, up 21.1% compared with $0.57 in the prior-year quarter.

Net sales for the nine months ended September 30, 2003 reached
$2.9 billion, up 4.6% compared with sales of $2.8 billion in the
same period last year.  Net income for the nine months ended
September 30, 2003, was $51.1 million, or $1.54 per share,
compared with $58.8 million, or $1.73 per share, in the comparable
prior-year period. For the nine months ended September 30, 2003,
net income before the cumulative effect of a change in accounting
principle and the early retirement of debt was $61.3 million, or
$1.86 per share.  The results for the first nine months of 2002
included a favorable restructuring charge reversal (representing a
portion of the restructuring accrual recorded in the third quarter
of 2001) of $2.4 million
pre-tax ($1.5 million after tax), or $0.04 per share.  A
reconciliation of these items to the most comparable generally
accepted accounting principles (GAAP) measures is presented at the
end of this release.

For the nine months ended September 30, 2003, net cash used in
investing activities was $6.0 million. This includes $9.6 million
of capital expenditures, partially offset by approximately $3.6
million in proceeds primarily from the sale of the company's
Milwaukee and Charlotte distribution centers during the second
quarter of 2003. In addition, capitalized software costs were $1.7
million, resulting in net capital spending of $7.7 million. For
all of 2003, the company expects net capital spending to be in the
range of $15 million to $20 million.  A reconciliation of net
capital spending to the most comparable GAAP measure for the nine
months ended September 30, 2003, is presented at the end of this
release.

               Successful Debt Reduction Efforts
    
"During the trailing 12 months, we reduced total debt and
securitization financing by over $130 million, to the lowest
levels since April 1995," said Richard Gochnauer, president and
chief executive officer. "Earnings, proceeds from the exercise of
employee stock options, working capital improvement and lower
capital spending all have contributed to reduced debt levels.  As
a result, our debt-to-total capitalization (including the
securitization financing) was 23.4% at September 30, 2003,
compared with 37.0% at this time last year."

                Operating Margin Increases
    
Gross margin for the third quarter of 2003 increased to 14.9%,
compared with 14.6% in the prior-year quarter. Gross margin in the
quarter benefited from an increase in manufacturers' allowances
resulting from higher inventory purchases, achieving volume
hurdles and enhancements to supplier programs.  In addition, the
company experienced a favorable margin impact due to internal
initiatives to reduce loss on damaged merchandise, as well as
opportunistic inventory purchases.  Improvements in margin were
partially offset by a shift in the sales mix toward lower-margin
computer consumables compared with the same quarter last year.

Operating expenses for the third quarter of 2003 were $105.0
million, or 10.7% of sales, compared with $100.4 million, or 10.8%
of sales, in the same period last year.  The operating margin for
the latest three months was 4.2%, up from 3.8% in the comparable
year-ago quarter.

       Outlook:  Initiatives Should Lead to Improved Results
    
"Our improved results this quarter were a direct result of the
hard work and dedication of our people," stated Gochnauer.  "Their
continued focus on reducing costs and increasing operating
efficiencies contributed to our positive earnings performance.  In
addition, we continued to generate strong
cash flows and ended the quarter with a very solid balance sheet.
    
"In the third quarter, we continued to invest in our
organizational structure. This included the addition of Senior
Vice President of Operations Cody Phipps, as well as four regional
vice presidents of operations, who are leading cost reduction
efforts as well as driving productivity improvements.
To further focus on sales growth, we hired three category managers
and appointed two additional category managers from within the
company. Their goal is to leverage our infrastructure by
developing marketing programs tailored for specific product
categories and sales channels," explained Gochnauer.

"We expect that the fourth quarter will continue to benefit from
our efforts.  Our year-over-year sales growth percentage for
October-to-date is in the low-single digits, with growth in
computer consumables as a primary driver.  We remain committed to
taking steps that will yield near-term financial improvements and
support our long-term objectives:  to increase sales, reduce our
cost structure, drive economic efficiencies, increase operating
margin and improve customer satisfaction," Gochnauer concluded.

United Stationers Inc. (S&P, BB Corporate Credit Rating,
Negative), with trailing 12 months sales of approximately $3.8
billion, is North America's largest broad line wholesale
distributor of business products and a provider of marketing and
logistics services to resellers.  Its integrated computer-based
distribution system makes more than 40,000 items available to
approximately 15,000 resellers.  United is able to
ship products within 24 hours of order placement because of its 35
United Stationers Supply Co. distribution centers, 24 Lagasse
distribution centers that serve the janitorial and sanitation
industry, two Azerty distribution centers in Mexico that serve
computer supply resellers, and two distribution centers that serve
the Canadian marketplace.  Its focus on fulfillment excellence has
given the company an average order fill rate of better than 97%, a
99.5% order accuracy rate, and a 99% on-time delivery rate.  For
more information, visit http://www.unitedstationers.com


UNIVERSAL COMMS: Board Ratifies Price's Retention as Auditor
------------------------------------------------------------
Universal Communication Systems, Inc. (OTC Bulletin Board: UCSY)
company chairman Michael J. Zwebner announced the results of the
company's Annual Shareholder's Meeting, that took place on October
22, 2003, at the company's offices in Miami, Florida.
    
Of the 69.2 million shares eligible to vote, 63.7 million placed
their votes either directly or by proxy. This represents 92% of
all shareholder votes. The following directors were re-elected to
the Board:  Michael Zwebner, Alexander H. Walker, Jr., Curtis A.
Orgil and Ramsey Sweis. Ami Elazari was added to the Board. The
shareholders also ratified the selection of Reuben E. Price, P.A.
as the company's independent auditors for the current fiscal year.

The Chairman, in a statement issued, said: "The overwhelming
positive vote of the shareholders reflects investor and
shareholders' interest and confidence in the current management
team. The company has, since last year, entered the new and
exciting field of 'water from air' technologies, as well as
established a major foothold in the 'Photo Voltaic (PV) Solar
Industry.' Our corporate plans are being well executed, and we are
making serious and positive progress in all aspects of the
business and its ongoing development."

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


VERTEX AEROSPACE: On Watch Positive after L-3 Comms Acquisition
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B+' corporate credit rating, on Vertex Aerospace LLC on
CreditWatch with positive implications.

"The CreditWatch placement reflects Vertex Aerospace's
announcement that it is being acquired by higher-rated L-3
Communications Corp. (BB+/Stable/--) for $650 million in cash,"
said Standard & Poor's credit analyst Christopher DeNicolo.
Ratings on Vertex Aerospace will be withdrawn after the company's
outstanding rated bank debt is repaid as part of the acquisition.

The current ratings on Madison, Mississippi-based Vertex Aerospace
reflect the firm's highly leveraged capital structure and modest,
narrowly focused revenue base, albeit in the stable niche of
providing technical services for noncombat military aircraft and
support for military training.

Vertex Aerospace is likely to benefit from increases in defense
spending, especially the operations and maintenance portion of the
U.S. defense budget, increased outsourcing by the military, higher
operational tempo of U.S. military forces, and the aging of the
noncombat U.S. military aircraft fleet. In addition, the company
is likely to benefit from increased spending on heavy maintenance
of aircraft as they return from the Iraq conflict. Vertex
Aerospace has the leading share of the niche market in which it
participates. The company faces competition from other aviation
service providers, as well as the original manufacturers of the
aircraft it services such as its former parent, Raytheon Co.;
Boeing Co.; and Northrop Grumman Corp.


VISUAL DATA CORP: Settles 6% Convertible Debentures
---------------------------------------------------
Visual Data Corporation (Nasdaq: VDAT), reported it has completed
a Redemption Agreement with Palladin Opportunity Fund, L.L.C. and
Halifax Fund, L.P. with respect to a 6% Convertible Debenture Due
December 8, 2003 and a 6% Convertible Debenture Due May 24, 2004
held by Palladin.
    
Under the terms of the agreement, Visual Data has redeemed a
portion of the 6% Convertible Debentures for approximately
$610,000.00 in cash and Palladin converted the balance into an
aggregate of 300,000 shares of VDAT common stock which the Company
has been advised has been sold.
    
To facilitate this settlement, Visual Data raised approximately
$860,000 under a private financing transaction.  The Company
issued approximately 410,000 shares of unregistered common stock
and granted approximately 82,000 four-year warrants with an
exercise price of $3.00 per share.

Randy Selman, President and CEO of Visual Data stated, "I am
pleased to announce that with the successful completion of this
transaction our debt elimination/restructuring program now been
completed and with the exception of the long term loan and
ordinary course of business payables, all other obligations of the
Company have been eliminated or satisfied.  With a clean
balance sheet we believe it will make it easier for us to do
business with a broader range of companies that may have had some
reservations after reviewing our financial condition."

Visual Data Corporation -- http://www.vdat.com-- is a business
services provider, specializing in meeting the webcasting needs
of corporations, government agencies and a wide range of
organizations, as well as providing audio and video transport
and collaboration services for the entertainment, advertising
and public relations industries.

                          *    *     *

                  Liquidity and Going Concern

In its SEC Form 10-QSB for the period ended March 31, 2003, the
Company reported:

"The consolidated financial statements have been presented on
the basis that the Company is a going concern, which
contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company has
incurred losses since its inception, and has an accumulated
deficit of $53,405,622 as of March 31, 2003. The Company's
operations have been financed primarily through the issuance of
equity. The Company's liquidity has substantially diminished
because of such continuing operating losses and a working
capital deficit of approximately $3.9 million and the Company
will be required to seek additional capital to continue
operations. As a result, there is substantial doubt about the
Company's ability to continue as a going concern. For the six
months ended March 31, 2003, we had a net loss from continuing
operations of approximately $2,250,000, reclassified the
approximately $1,500,000 convertible debenture from non-current
to current and cash used in operations of approximately
$338,000. The terms of our outstanding 6% convertible debentures
provide that our failure to maintain a listing of our common
stock on the Nasdaq Stock Market is an event of default under
the debentures. If our common stock was to be delisted from the
Nasdaq SmallCap Market, the debenture holders would have the
right, after five days, to demand the repayment in full of all
amounts outstanding under the debentures. The Company's forecast
for fiscal year 2003 anticipates a reduction in cash used for
operations. At March 31, 2003, we had approximately $11,000 of
cash and cash equivalents. Subsequent to March 31, 2003 we have
raised an additional $600,000 through the issuance of a
promissory note.

"The Company is currently seeking to raise up to $2.0 million of
additional funds through the private placement of equity or a
combination of debt and equity. Although the Company believes
that there are a number of parties interested in participating
in such placement, there is no guarantee that the Company will
be successful in raising all or a portion of such funds.

"We are constantly evaluating our cash needs and existing burn
rate. In addition, we have a plan whereby certain non-essential
personnel and administrative costs will continue to be reduced
so that we may continue to meet operating and financing
obligations as they come due. Based upon an ongoing evaluation
of our cash needs, we may seek to raise additional capital
through the sale of equity and debt securities to provide
funding for ongoing future operations. No assurances can be
given that we will be successful in obtaining additional
capital, or that such capital will be available on terms
acceptable to us. Our ability to grow revenues, achieve cost
savings or raise sufficient additional capital will be necessary
to service our existing indebtedness. In addition, our ability
to refinance existing indebtedness is subject to future economic
conditions, market conditions, business conditions and other
factors. We cannot assure you that we will be able to raise
additional working capital to fund these anticipated deficits.
Further, there can be no assurance that even if such additional
capital is obtained or the planned cost reductions are
implemented, that we will achieve profitability or positive cash
flow. The Company's continued existence is dependent upon its
ability to raise capital and to market and sell our services
successfully. The financial statements do not include any
adjustments to reflect future effects on the recoverability and
classification of assets or amounts and classification of
liabilities that may result from the outcome of this
uncertainty."


W.R. GRACE: Reports Improved Third Quarter Financial Results
------------------------------------------------------------
W. R. Grace & Co. (NYSE:GRA) reported that 2003 third quarter
sales totaled $521.0 million compared with $480.0 million in the
prior year quarter, an 8.5% increase. Favorable currency
translation effects from a weaker U.S. dollar accounted for about
half of the increase, with revenue from added volume in certain
product lines and from acquisitions also contributing. Grace
reported a third quarter net loss of ($9.9 million), or ($0.15)
per share, compared with net income of $14.0 million, or $0.21 per
share, in the third quarter of 2002. The 2003 third quarter loss
includes a $50.0 million pre-tax charge to adjust Grace's
estimated liability for claims by the EPA for recovery of
environmental cleanup costs around Libby, Montana. Pre-tax income
from core operations in the third quarter of 2003 was $50.3
million compared with $52.9 million in the third quarter of 2002.
A record quarter from Grace's Performance Chemicals segment, which
delivered a 28.2% increase in operating earnings, was offset by
lower profits from the Davison Chemicals segment and higher U.S.
pension costs.

"I am pleased with our third quarter operating results,
particularly from our Performance Chemicals group," said Grace's
Chairman, President and Chief Executive Officer Paul J. Norris.
"We delivered our first improved quarter this year from our
combined business segments, capitalizing on good construction
weather in the U.S. and on our productivity initiatives. I am
optimistic that we will see continued business improvement over
the remainder of the year."

For the first nine months of 2003, Grace reported sales of
$1,469.2 million, a 7.6% increase over 2002. Currency translation
accounted for 5.0 percentage points of the increase. As a result
of the $50.0 million pre-tax environmental charge in the third
quarter, Grace reported a net loss for the nine months ended
September 30, 2003 of ($5.7 million) or ($0.09) per share,
compared with net income of $47.6 million, or $0.73 per share, for
the first nine months of 2002. Pre-tax income from core operations
was $97.4 million, compared with $143.3 million for the first nine
months of 2002. Year-to-date pre-tax operating margin was 6.6%,
about four percentage points lower than last year. The decline in
year-to-date operating profit and margins was caused by higher
costs for pensions, certain raw materials, natural gas and plant
maintenance, together with unfavorable regional and product sales
mix.

                     CORE OPERATIONS

Davison Chemicals

Catalyst and Silica Products

Third quarter sales for the Davison Chemicals segment were $267.0
million, up 8.3% from the prior year quarter. Excluding the
effects of favorable currency translation, sales were up 3.6% for
the quarter. Sales of catalyst products, which include refining
catalysts, polyolefin catalysts and other chemical catalysts, were
$189.6 million, up 5.9% compared with the prior year quarter,
primarily attributable to currency effects and an acquisition
completed in Japan in August 2002. Sales of silica products were
$77.4 million, up 14.7% compared with the third quarter of 2002,
primarily from currency effects of the stronger Euro, growth
programs in digital printing and separations applications, and
higher sales of adsorbents and precipitated silica products.

Operating income of the Davison Chemicals segment was $32.5
million, 8.2% lower than the 2002 third quarter; operating margin
was 12.2%, lower than the prior year quarter by 2.2 percentage
points. Although strong sales in silica products helped to
increase profitability, operating income and margins in the third
quarter of 2003 continued to be negatively affected by higher
manufacturing costs, primarily from higher natural gas prices and
maintenance requirements at certain production facilities, and
from a product and regional sales mix that resulted in lower
average margins.

Year-to-date sales for the Davison Chemicals segment were $767.7
million, up 9.2% from 2002 (excluding currency translation
impacts, sales were up 3.1%). Year-to-date operating income was
$80.1 million, compared with $99.2 million for the prior year, a
19.3% decrease. Year-to-date operating results reflect a sluggish
U.S. economy, and higher utilities, raw materials and other
manufacturing costs.

Performance Chemicals

Construction Chemicals, Building Materials, and Sealants and
Coatings

Third quarter sales for the Performance Chemicals segment were
$254.0 million, up 8.8% from the prior year quarter. Favorable
currency translation accounted for 3.8 percentage points of the
increase. Volume gains were realized in all product groups,
primarily as a result of strong demand for construction products
in the U.S. Sales of specialty construction chemicals, which
include concrete admixtures, cement additives and masonry
products, were $120.1 million, up 9.4% versus the year-ago quarter
(5.0% excluding currency translation impacts). Sales were strong
in all geographic regions, reflecting the success of new product
programs and sales initiatives in key economies worldwide, as well
as good construction weather in the U.S., which allowed a catch-up
in project activity delayed due to poor weather earlier in the
year. Sales of specialty building materials, which include
waterproofing and fire protection products, were $65.0 million, up
7.6% compared with the third quarter of 2002 (up 5.8% excluding
currency translation impacts). This increase also reflects good
construction weather in the U.S., as catch-up activity in new
construction and re-roofing drove strong waterproofing sales.
Sales of specialty sealants and coatings, which include container
sealants, coatings and polymers, were $68.9 million, up 8.8%
compared with the third quarter of 2002 (up 4.2% excluding
currency translation impacts), mainly reflecting coatings growth
programs in Latin America and Asia.

Operating income for the Performance Chemicals segment was $38.6
million, compared with $30.1 million in the prior year quarter, a
28.2% increase. Operating margin of 15.2% was 2.3 percentage
points higher than 2002 third quarter margin, reflecting increased
sales volume and the success of cost containment programs.

Year-to-date sales of the Performance Chemicals segment were
$701.5 million, up 6.0% from 2002 (excluding currency translation
impacts, sales were up 2.1%). Year-to-date operating income was
$76.5 million, about even with 2002, reflecting the strong third
quarter, offsetting a weak first half due to soft construction
activity and weather-delayed projects in the U.S.

Corporate Costs

Third quarter corporate costs related to core operations were
$20.8 million, an $8.2 million increase from the prior year
quarter. The increase is primarily attributable to added costs for
pension benefits to account for the negative financial market
factors that have impacted the funded status of defined benefit
pension plans in recent years, and to higher director and officer
liability insurance premiums.

             CHARGE FOR ENVIRONMENTAL LAWSUIT

The third quarter includes a $50.0 million pre-tax charge to
account for the ruling against Grace by the U.S. District Court of
Montana, which requires Grace to reimburse the EPA for
environmental cleanup costs related to previously operated
vermiculite mining and processing sites near Libby, Montana. The
ruling requires Grace to reimburse the U.S. government for $54.5
million of costs expended for cleanup activities through December
2001, and for all appropriate future costs to complete the
cleanup. Grace intends to appeal the Court's ruling.

As a result of such charges, Grace's total estimated liability for
Libby-related reimbursable costs is now $110 million. Grace's
estimate of expected reimbursable cost is based solely on public
information about EPA spending plans. However, EPA cost estimates
have increased substantially over the course of this cleanup.
Consequently, Grace's estimate may change materially as more
current public information becomes available. The payment of any
amounts for this case will be subject to Grace's Chapter 11
proceedings.

                  CASH FLOW AND LIQUIDITY

Grace's cash flow provided by operating activities was $63.9
million for the first nine months of 2003, compared with $141.7
million for the comparable period of 2002. Year-to-date pre-tax
income from core operations before depreciation and amortization
was $173.5 million, 19.0% lower than 2002, reflecting the lower
operating income described above. Cash used for investing
activities was $67.0 million year-to-date, primarily for capacity
expansion and capital replacements.

At September 30, 2003, Grace had available liquidity in the form
of cash ($299.9 million), net cash value of life insurance ($90.5
million) and unused credit under its debtor-in-possession facility
($215.7 million). Grace believes that these sources and amounts of
liquidity are sufficient to support its strategic initiatives and
Chapter 11 proceedings for the foreseeable future.

                CHAPTER 11 PROCEEDINGS

On April 2, 2001 Grace and 61 of its United States subsidiaries
and affiliates, including its primary U.S. operating subsidiary W.
R. Grace & Co.-Conn., filed voluntary petitions for reorganization
under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the District of Delaware (the
"Filing"). Grace's non-U.S. subsidiaries and certain of its U.S.
subsidiaries were not a part of the Filing. Since the Filing, all
motions necessary to conduct normal business activities have been
approved by the Bankruptcy Court.

The Bankruptcy Court had established a bar date of March 31, 2003
for claims of general unsecured creditors, asbestos property
damage claims and medical monitoring claims related to asbestos.
The bar date did not apply to asbestos-related bodily injury
claims or claims related to Zonoliter Attic Insulation, which will
be dealt with separately. Approximately 15,000 claims were
submitted by the bar date for all debtor entities. Grace is in the
process of assessing the validity of such claims and determining
what affect such claims may have on Grace's recorded liabilities.
Grace has filed bankruptcy court motions objecting to certain of
these claims and expects to file additional objections in the
future.

Most of Grace's noncore liabilities and contingencies (including
asbestos-related litigation, environmental remediation claims, tax
disputes and other potential obligations), are subject to
compromise under the Chapter 11 process. The Chapter 11
proceedings, including litigation and the claims resolution
process, could result in allowable claims that differ materially
from recorded amounts. Grace will adjust its estimates of
allowable claims as facts come to light during the Chapter 11
process that justify a change, and as Chapter 11 proceedings
establish court-accepted measures of Grace's noncore liabilities.
See Grace's recent Securities and Exchange Commission filings for
discussion of noncore liabilities and contingencies.

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


WESTPOINT: Court Stretches Exclusive Plan Filing to March 31
------------------------------------------------------------
WestPoint Stevens Inc. (OTC Bulletin Board: WSPTE) announced that
the U.S. Bankruptcy Court extended the Company's exclusive right
to file a plan of reorganization until March 31, 2004. The
Company's official creditors' committee has the option to require
a further hearing on the portion of the extension from January 31,
2004 to March 31, 2004. The Company is continuing to move forward
on a consensual basis with negotiating new terms for a Chapter 11
plan of reorganization with all its major creditor constituencies.

As previously announced, WestPoint Stevens Inc. and certain of its
subsidiaries filed for protection under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the Southern
District of New York on June 1, 2003.

WestPoint Stevens Inc. is the nation's premier home fashions
consumer products marketing company, with a wide range of bed
linens, towels, blankets, comforters and accessories marketed
under the well-known brand names GRAND PATRICIAN, PATRICIAN,
MARTEX, ATELIER MARTEX, BABY MARTEX, UTICA, STEVENS, LADY
PEPPERELL, SEDUCTION, VELLUX and CHATHAM - all registered
trademarks owned by WestPoint Stevens Inc. and its subsidiaries -
and under licensed brands including RALPH LAUREN HOME, DISNEY
HOME, GLYNDA TURLEY and SIMMONS BEAUTYREST. WestPoint Stevens is
also a manufacturer of the MARTHA STEWART and JOE BOXER bed and
bath lines. WestPoint Stevens can be found on the World Wide Web
at http://www.westpointstevens.com.


WORLDCOM: Reaches Agreement Resolving Two EPORT Claims
------------------------------------------------------
EPORT 600 Property Owner, LLC, as successor-in-interest to MW-
CPAG Holdings, LLC, and the Worldcom Debtors are parties to a
certain office lease, dated February 14, 2000.  The Debtors lease
from EPORT the building located at 600 West Chicago Avenue in
Chicago, Illinois 60610.

As part of their restructuring, the Debtors rejected the Lease
effective as of February 28, 2003.  Subsequently, EPORT filed
Claim No. 25963 against MCI Network Services, Inc.  EPORT later
filed an amended claim, Claim No. 34772.  Claim Nos. 25963 and
34772 assert:

   -- an aggregate unsecured claim for $4,232,079 for rejection
      damages;

   -- an aggregate $633,969 claim for mechanic's liens; and

   -- a $2,817 administrative priority claim.

In EPORT's objection to the Debtors' Plan, EPORT argued that, in
addition to the amounts asserted in the EPORT Claims, the Debtors
might also be liable for additional claims, which includes:

   (a) $2,146,000 in contributions toward the Debtors' initial
       build-out in the building; and

   (b) an initial 15-month free-rent period provided to the
       Debtors in the approximate amount of $3,000,000.

The Parties consequently engaged in arm's-length, good faith
negotiations, wherein the Debtors and EPORT reached a stipulation
to resolve EPORT's Plan Objection and Claims.

Under the Court-approved stipulation, the Parties agree that:

   (a) The Plan Objection is considered withdrawn;

   (b) EPORT's Claim No. 25963 is expunged and disallowed as
       amended and superseded by Claim No. 34772; and

   (c) EPORT's Claim No. 34772 will be amended, and the
       amended claim will be allowed as an Allowed WorldCom
       General Unsecured Claim under Class 6 of the Plan for  
       $6,505,263, in full and complete satisfaction of all
       claims which have been, or could have been, asserted
       against the Debtors.  Without further Court order, upon
       the filing of the amended claim, Claim No. 34772 will be
       deemed expunged and disallowed as amended and superseded.
       (Worldcom Bankruptcy News, Issue No. 40; Bankruptcy
       Creditors' Service, Inc., 609/392-0900)   


* Coudert Brothers Hosts French Minister of Justice
---------------------------------------------------
The international law firm Coudert Brothers LLP, whose origins
date back to three sons of an immigrant from France, honored its
roots this week by hosting Monsieur Dominique Perben, French
Minister of Justice, at the firm's New York headquarters. The
meeting featured a briefing to a French delegation on U.S. Chapter
11 bankruptcy laws and relevant issues concerning the proposed
revisions to the bankruptcy laws of France, and the Sarbanes-Oxley
Act.

The Minister was accompanied by French Ambassador to the U.S.
Jean-David Levitte and Richard Duque, Consul General of France in
New York, as well as other dignitaries.

Both the bankruptcy and securities areas of U.S. law have seen
significant changes over time to address the ever-evolving issues
confronted in the domestic and international business community.
Their effects have impacted many of the world's leading financial
markets, including those of France.

Monsieur Perben is leading the French effort to revise France's
bankruptcy laws as a result of such high-profile French corporate
instabilities as Alstom. The briefing on the U.S. Bankruptcy Code
focused on the American system from a practical viewpoint. The
Minister and his colleagues were also concerned about the extra-
territorial aspects of the Sarbanes-Oxley Act.

Coudert Brothers partners Edward A. Tillinghast III, who heads the
financial restructuring & bankruptcy practice, and Jeffrey E.
Cohen, head of the Firm's New York-based securities practice, led
the briefings.

"Coudert Brothers was the first law firm to provide truly cross-
border business and legal advice, and over our 150-year history we
have frequently advised governments in these areas," Mr.
Tillinghast said. "Providing the Minister of Justice, the French
Ambassador and their colleagues with briefings and practical
advice based upon our daily experience and continuous analysis of
comparative legal regimes effecting important business issues is
the type of value-added advice we provide clients every day --
navigating the complexities of international law and business as
well as cultural issues that often arise in cross-border matters."

Also participating in the briefings for Coudert Brothers were New
York Office Managing Partner Clyde E. Rankin III, former Coudert
Brothers Chairman James B. Sitrick, Angela Mariana Freyre and
Marcello Hallake of the New York office and Managing Partner
George T. Yates III and Xavier J. Nyssen of the Paris office.

This is the latest example of Coudert Brothers working to foster
U.S.-French relations. The Firm pioneered the practice of solving
cross- border legal issues with a highly noteworthy facilitation,
when it paved the way for the Statue of Liberty's placement in New
York Harbor. Firm founder Frederic Coudert helped bring the Statue
to New York, then sat alongside U.S. president Grover Cleveland
and French sculptor Auguste Bartholdi at the dedication ceremony
in 1886. The founder's legacy of service to the U.S. and France
continues to guide the Firm as it celebrates its 150th anniversary
this year.

                  About Coudert Brothers LLP

Coudert Brothers LLP is a leading international law firm
specializing in complex cross border transactions and dispute
resolution. The Firm has more than 650 lawyers practicing in 30
offices in 18 countries. Major practice areas include corporate
and commercial, customs and international trade, employment &
labor, energy and natural resources, financial restructuring and
insolvency, intellectual property, litigation and arbitration,
life sciences, telecommunications, media/entertainment and
technology.


* BOND PRICING: For the week of October 27 - 31, 2003
-----------------------------------------------------

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

                          *********

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

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