TCR_Public/031028.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, October 28, 2003, Vol. 7, No. 213   

                          Headlines

ADELPHIA: Sues Preferred Shareholders to Halt Director Election
AIR CANADA: Inks Pact with Bank for Up to $450M Rights Offering
AIR CANADA: Pension Issues Exclusion from Claims Process Sought
AMERCO: Equity Committee Earns Nod to Implement Ethical Wall
AMERICA WEST: Improved Earnings Performance Spurs Outlook Change

AMERICAN AIRLINES: Files Form S-3 for Convertible Notes Resale
AMERICAN PLUMBING: Wants to Tap BSI as Claims and Notice Agent
AMERICAN SEAFOODS: Extends Tender Offer for 10-1/8% Senior Notes
AMUNDSON'S & AUNE'S: Case Summary & 20 Largest Unsec. Creditors
ANC RENTAL: Files Joint Liquidating Plan & Disclosure Statement

APEX INVESTMENTS: Case Summary & 7 Largest Unsecured Creditors
ARMSTRONG: AWI Wants to Pay Fees to Obtain $300MM Exit Financing
AT&T LATIN AMERICA: Embratel No Longer Expects to Acquire Assets
AT&T LATIN: Selects Telmex as Higher Bidder to Acquire Assets
ATA HOLDINGS: Extends Exchange Offers for 10.5% and 9-5/8% Notes

AUTOMODULAR CORP: Violates Certain Covenant Under Bank Agreement
BALLY TOTAL: Will Host Third Quarter Conference Call Today
BETHLEHEM STEEL: Court Confirms First Amended Liquidation Plan
BOB'S STORES: Has Until Dec. 8 to Complete and File Schedules
BULL RUN: Sets Annual Shareholders' Meeting for December 17

COEUR D'ALENE: Cash Resources Sufficient to Meet Current Needs
COVANTA: Ogden Debtors File 1st Amended Joint Liquidation Plan
CREDIT STORE: Ch. 7 Trustee Taps Stulken Peterson as Accountant
DANA CORP: Reports Stronger Third-Quarter 2003 Financial Results
DEVON MOBILE: Judge Walsh Confirms Liquidating Chapter 11 Plan

DIRECT GENERAL: A.M. Best Ups Units' Fin'l Strength Ratings to B
DOW CORNING: Reports Flat Third-Quarter 2003 Financial Results
DT INDUSTRIES: S&P Junks Corporate Credit Rating Down at CCC+
DYNEGY: Enters Pact with Accenture to Cut Corp. Technology Costs
ENRON CORP: ENA Examiner Wants to Obtain Docs. from KPMG and PwC

FAIRPOINT COMMS: Third-Quarter Conference Call Slated for Nov. 6
FEDERALPHA STEEL: Case Summary & 20 Largest Unsecured Creditors
FLOW INT'L: Appoints Stephen D. Reichenbach Vice President & CFO
GEORGETOWN STEEL: Wants to Hire Ordinary Course Professionals
GRUPO IUSACELL: Third-Quarter Net Loss Balloons to $2.5 Billion

HARKEN ENERGY: Converts 7% Senior Notes to Common Stock Shares
HIBERNIA FOODS: KPMG LLP Places Company into Receivership
IMPATH INC: Section 341(a) Meeting Convening on November 18
INTERLIANT: Court Stretches Plan Exclusivity through Nov. 27
IT GROUP: Commonwealth Energy Seeks Stay Relief to Pursue Action

ITC DELTACOM: US Trustee Balks at Move to Close Bankruptcy Case
ITC DELTACOM: Completes Merger Transaction with BTI Telecom Corp
IVACO: Initiates Senior Management Changes as Part of Workout
KNIGHTHAWK: 2 Units Seek Creditor Protection Under BIA in Canada
LA QUINTA: Will Publish Third-Quarter 2003 Results on Thursday

LEAP: The Case in Support of Leap's Plan Confirmation
LNR PROPERTY: S&P Rates Proposed $350M Sr Sub. Notes Issue at B+
LONE STAR: S&P Further Cuts Low-B Ratings over Weak Performance
LORAL SPACE: Court Approves Asset Sale to Intelsat for $1.1 Bil.
LORAL SPACE: Intelsat Confirms Court Nod to Acquire Loral Assets

LTV: Gets Court's Go-Signal to Consolidated LTV/Georgia Tubing
MATHEY-LELAND: Case Summary & 20 Largest Unsecured Creditors
MERA PHARMACEUTICALS: Ex-Auditors Express Going Concern Doubt
NATIONSRENT INC: Completes $250-Million Private Debt Offering
NEXTEL PARTNERS: Files Form S-3 for Resale of 1-1/2% Sr. Notes

O'CHARLEY'S: S&P Assigns Low-B Bank Loan & Sub. Note Ratings
ODYSSEY GIFTS: Case Summary & 20 Largest Unsecured Creditors
OMEGA HEALTHCARE: Reports Improved Third-Quarter Fin'l Results
O'SULLIVAN INDUSTRIES: Holding Fiscal Q1 Conference Call Today
OWENS CORNING: Selling Virginia Property for about $1 Million

PACIFIC GAS: Will Register with SEC to Sell $9BB Debt Securities
PG&E NATIONAL: U.S. Trustee Appoints ET Creditors' Committee
POTLATCH CORP: Names Ruth Ann M. Gillis to Board of Directors
PROVIDENT FINANCIAL: Board Declares Quarterly Cash Dividend
RELIANCE: Committee Signs-Up Altman as Actuarial Consultants

REPUBLIC ENGINEERED: Perry Strategic Offers to Purchase Assets
ROUGE INDUSTRIES: Wants More Time to File Schedules & Statements
RUSSIAN TEA ROOM: SDNY Court Confirms Liquidating Ch. 11 Plan
SCIENTIFIC GAMES: $532.8M Sr Sec. Facility Gets S&P's BB- Rating
SMITHWAY MOTOR: Negotiating Waiver of Loan Covenant Violation

SPIEGEL INC: Gets Go-Signal to Pull Plug on Redmond Office Lease
TENET HEALTHCARE: Fitch Cuts Debt & Bank Ratings to BB from BB+
TENNECO AUTOMOTIVE: Completes Exchange Offer for 10.25% Notes
UNITED AIRLINES: Gets Court Clearance for Airbus Lease Amendment
UNOVA INC: Third-Quarter 2003 Results Reflect Weaker Performance

US AIRWAYS: Seeks Further Sec. 1110 Modification Date Extension
USG CORP: Q3 Results Show Decline Due to Higher Energy Costs
WINN-DIXIE: Names Joel Barton as Group VP of Merchandising
WORLDCOM INC: Enters Tender Agreements with Digex Shareholders
WORLDCOM INC: Five More States Want More Time to File Claims

* Shari Siegel Joins Dreier LLP as Partner in Bankruptcy Dept.

* Large Companies with Insolvent Balance Sheets

                          *********

ADELPHIA: Sues Preferred Shareholders to Halt Director Election
---------------------------------------------------------------
According to George F. Carpinello, Esq., at Boies Schiller &
Flexner LLP, in Armonk, New York, Adelphia Communications
Corporation issued $1,600,000,000 of exchangeable or convertible
preferred stock.  Four series of Adelphia Preferred Stock are
currently outstanding:

   (i) $150,000,000 of 13% Series B Cumulative Exchangeable
       Preferred Stock with a maturity of July 15, 2009;

  (ii) $575,000,000 of 5.5% Series D Convertible Preferred Stock;

(iii) $345,000,000 of 7.5% Series E Mandatory Convertible
       Preferred Stock with a maturity of November 15, 2004; and

  (iv) $575,000,000 of 7.5% Series F Mandatory Convertible
       Preferred Stock with a maturity of February 5, 2005.

Mr. Carpinello tells the Court that up until May 2002, the
Adelphia Board of Directors consisted of John Rigas, Tim Rigas,
James Rigas, Peter Venetis and four independent directors --
Leslie Gelber, Peter J. Metros, Dennis Coyle and Erland
Kailbourne.  The Rigas Directors resigned from their post in May
and June 2002.  Thus, from June until August 2002, the
Independent Directors remained the only directors of Adelphia.

Adelphia employed, on March 4, 2003, William Schleyer as Chairman
and Chief Executive Officer and Ronald Cooper as President and
Chief Operating Officer.  Consequently, a number of outstanding,
independent directors with vast experience in corporate
governance and in the cable and telecommunications industries
were added to the Board of Directors:

   -- Anthony T. Kronman,
   -- Rod Cornelius,
   -- Philip R. Lochner, and
   -- Susan Ness.

The original Independent Directors agreed to relinquish their
positions as replacements were found.  Accordingly, Mr.
Carpinello reports that with the assistance of an outside
professional search consultant, E. Thayer Bigelow, Jr. and
Kenneth Wolfe were appointed, to replace Mr. Gelber and Mr.
Metros.

Mr. Carpinello notes that under the terms of the Certificate of
Designation, Preferences and Relative, Participating, Optional
and Other Special Rights of Preferred Stock and Qualifications,
Limitations and Restrictions, the Series B, D and E Preferred
Shareholders have no voting rights except upon Adelphia's failure
to pay dividends on the outstanding stock at a certain amount.  
In the event Adelphia fails to pay the dividends, the Series B,
D, E and F Preferred Shareholders have the right to elect two
additional members of the Board of Directors at a special meeting
of the Preferred Shareholders or at an annual meeting of
shareholders of Adelphia held for the purpose of electing
directors.

The Series B, D, E and F Preferred Shareholders' right to elect
members of the Board terminates when all dividends and arrears
are paid in full and all other so-called "Voting Rights
Triggering Events" are cured or waived.  The term of office of
all directors elected by Series B and D Preferred Shareholders
automatically terminates upon the curing of all triggering
events.  Any director elected by the Series E and F Preferred
Shareholders will serve only until the next annual meeting of
shareholders after the payment is made in full.

Mr. Carpinello informs Judge Gerber that except for Series D
Preferred Shareholders, the Voting Rights Triggering Events for
the Series B, E and F have occurred.  The Voting Rights
Triggering Event for Series D Preferred Shareholders will occur
on November 15, 2003.

The Series B Preferred Shareholders have already given notice on
July 10, 2003 of their intention to invoke these rights and have
purported to name additional members to the Adelphia Board of
Directors.  Adelphia anticipates that Series D, E and F Preferred
Shareholders will immediately demand the addition of members to
the Board of Directors of Adelphia.

"These demands will cause an immediate and irreparable disruption
to the Debtors' efforts to create an independent Board of
Directors and to successfully emerge from this Bankruptcy
Proceeding," Mr. Carpinello says.

The Preferred Shareholders' invocation of these extraordinary
remedies is in violation of the automatic stay, pursuant to
Section 362 of the Bankruptcy Code.  Furthermore, it is an
attempt by the Preferred Shareholders to exercise control over
property of the estate for the purposed of securing payment of
the contracted-for dividends and is an effort to recover a claims
against the Debtor that arose before the commencement of this
case, i.e., the unpaid dividends.

Alternatively, Mr. Carpinello asserts that the Preferred
Shareholders' exercise of these remedies should be enjoined
because it would be a clear abuse of their position to disrupt
the reorganization process and to impede the Debtors' efforts to
create an independent Board of Directors.

Moreover, Mr. Carpinello says, the attempts by the Preferred
Shareholders to elect new members to the Board of Adelphia should
be enjoined because the Preferred Shareholders have not
established that they have any legitimate basis to participate in
the corporate governance of Adelphia at this stage of the
proceedings.

Thus, the ACOM Debtors ask the Court to:

   (1) declare that any right that these Preferred Shareholders
       may have under their Certificates of Designation to elect
       additional members to the Adelphia Board of Directors are
       barred by the automatic stay:

       -- Taurus Investors LLC,
       -- Wexford Spectrum Investors LLC,
       -- Solitair Corp.,
       -- WI Software Investors LLC,
       -- Wexford Capital LLC,
       -- Magten Asset Management Corp.,
       -- Magtran Group Trust,
       -- The Baupost Group,
       -- Arthur H. Amron,
       -- Talton R. Embry, and
       -- a class composed of the holders of Adelphia Series B,
          D, E and F Preferred Stock;

   (2) preliminarily and permanently enjoin the Preferred
       Shareholders from exercising any right under the
       Certificate of Designation to elect any additional member
       to the Board of Directors of Adelphia;

   (3) declare that Mr. Amron and Mr. Embry are not duly
       elected as members of the Board of Directors of Adelphia;

   (4) if necessary, restructure and reform the Certificates of
       Designations to eliminate those provisions that
       purportedly allow the Preferred Shareholders to name
       additional members to the Adelphia Board of Directors; and

   (5) declare that the purported written consent of the Series B
       Preferred Shareholders to the election of Mr. Amron and
       Mr. Embry is void and of no effect. (Adelphia Bankruptcy
       News, Issue No. 42; Bankruptcy Creditors' Service, Inc.,
       609/392-0900)


AIR CANADA: Inks Pact with Bank for Up to $450M Rights Offering
---------------------------------------------------------------
Air Canada has reached agreement with Deutsche Bank whereby
Deutsche Bank will act as standby purchaser of a contemplated
rights offering to Air Canada's creditors in a minimum amount of
$350 million and a maximum amount of $450 million, as determined
by Air Canada.

The agreement is subject to approval by Air Canada's Board of
Directors and completion of the investment by one of the equity
plan sponsors as announced on September 26, 2003. The rights
offering would be complementary to the investment by the selected
Equity Plan Sponsor and proceeds from both transactions would
total approximately $1 billion.

The rights offering shares would be made available to creditors at
a price equal to that of the equity shares sold to the selected
Equity Plan Sponsor. Deutsche Bank would act as exclusive standby
purchaser to acquire any rights not purchased by creditors at a
premium determined in accordance with a formula not to exceed 15
per cent.

"We are pleased at having reached this agreement with Deutsche
Bank on a rights offering which together with the investment by
the Equity Plan Sponsor will provide a solid foundation for Air
Canada's Restructuring Plan," said Robert Milton, Chief Executive
Officer of Air Canada. "This agreement represents another critical
step in our restructuring as it meets our previously stated
objective of providing existing creditors with the rights to
subscribe for securities in the restructured Air Canada."

Air Canada is proceeding with other components of its
restructuring concurrent with the final stages of negotiations
with the potential equity plan sponsors and will continue to
report progress from time to time.


AIR CANADA: Pension Issues Exclusion from Claims Process Sought
---------------------------------------------------------------
The Canadian Union of Public Employees, Air Canada Component,
asks Mr. Justice Farley to exclude the claims relating to the
entitlement, funding or breach of fiduciary duty claims under or
in respect of any registered pension plan, supplemental pension
plan, employee benefit plan or retirement benefit plan
established by any of the Air Canada Applicants from the Claims
Procedure Order for all purposes.

Murray Gold, Esq., at Koskie Minsky, in Toronto, Ontario, asserts
that the CCAA Court has no jurisdiction to require that
violations to the CUPE-Air Canada postpetition collective
agreement be determined pursuant to the Claims Procedure Order.  
This would be contrary to both the Canada Labour Code, R.S.C.
1985, and the Companies' Creditors Arrangement Act, R.S.C. 1985.

Before the CCAA Petition Date, CUPE was party to a collective
agreement with Air Canada that comprehensively governed the terms
and conditions of employment of cabin personnel by Air Canada.  
As part of Air Canada's restructuring, the parties restructured
their subsisting Pre-Filing collective agreement and entered into
a post-filing collective agreement governing the terms and
conditions of employment of CUPE members until June 30, 2009.  
The Post-Filing collective agreement contains comprehensive
provisions regarding its interpretation and application and
affirmed, among other things, that pension benefits would remain
unchanged.

The Claims Procedure Order reserves the treatment of retirement,
pension and supplementary pension rights, as well as claims under
Part III of the Canada Labour Code.

Even if the CCAA Court does have jurisdiction, Mr. Gold says, the
CCAA Court ought to consider ordering that violations of the
Post-Filing collective agreement be subject to the Claims
Procedure Order, because:

   -- Claims relating to violations of the Post-Filing collective
      agreement are to be determined through the grievance
      arbitration process contemplated by the Canada Labour Code,
      and cannot lawfully be determined in any other way;

   -- Claims arising from violations of the Post-Filing
      collective agreement are not stayed pursuant to the CCAA
      Court's order dated July 15, 2003.  Rather, they are to
      proceed in the normal course through the grievance
      arbitration provisions of the Post-Filing collective
      agreement; and

   -- Courts have held that post-filing claims should be dealt
      with in a manner separate and apart from the procedure
      relating to pre-filing claims, as this underpins the
      willingness of parties to extend any form of post-filing
      support to a CCAA affected enterprise.

Mr. Gold explains that the Canada Labour Code governs the manner
in which disputes arising from collective agreements are
adjudicated.  Under Section 57 of the Canada Labour Code, all
disputes must be settled by way of binding arbitration.

In Weber v. Ontario Hydro (1995), 125 DLR (4th) 583 (SCC), Mr.
Gold also notes that the Supreme Court of Canada made clear that
the courts have no jurisdiction over disputes whose "essential
character" arises from a collective agreement.  Jurisdiction to
address the disputes lies solely with the labor arbitrator
appointed pursuant to the collective agreement.

Even if the CCAA did authorize the court to address pension and
benefit disputes, the Supreme Court of Canada in Regina Police
Association Inc. v. Regina (City) Board of Police Commissioners,
[2000] 1 S.C.R. 360 held that where the essential character of
the dispute arises from a collective agreement, the exclusive
jurisdiction lies with the arbitrator appointed under the
collective agreement even where there exists a competing
statutory regime granting authority to address the dispute. (Air
Canada Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AMERCO: Equity Committee Earns Nod to Implement Ethical Wall
------------------------------------------------------------
The Official Committee of Equity Holders of the AMERCO Debtors
asks the Court to determine that any Equity Committee member
acting in any capacity will not be violating its duties as an
Equity Committee member by trading in the Debtors' stock, notes,
bonds, debentures, buying or selling participation in any of the
Debtors' debt obligations, or other claims covered by Rule
3001(e) of the Federal Rules of Bankruptcy Procedure during the
pendency of the Debtors' bankruptcy cases, provided that the
Equity Committee member carrying out the trades establishes and
effectively implements polices and procedures -- the Ethical Wall
-- to prevent the misuse of non-public information obtained
through its activities as an Equity Committee member.

David C. McElhinney, Esq., at Beckley Singleton, Chtd., in Reno,
Nevada, contends that any current or future members of the Equity
Committee that engage in the business of trading securities
should not be precluded from trading in the Debtors' securities,
without exception, during their tenure on the Equity Committee.  

The Equity Committee members are among the Debtors' largest
equity holders or representatives of the Debtors' largest equity
holders.  Thus, they are in the best position to represent the
public shareholders in these cases and to pursue the Equity
Committee's important work of confirming a Chapter 11 plan that
is in the best interest of its constituency.  

Denial of the Equity Committee's request will discourage the
largest equity holders, with expertise and experience in
reorganizations, from joining other equity committees, despite
the presumption in the Bankruptcy Code that the committee will
"ordinarily" consist of the largest and most representative
creditors.  Equity holders "that perform investment services
should not be forced into the choice of serving on an equity
committee and risking the loss of beneficial investment
opportunities for their clients or foregoing service and possibly
compromising those same responsibilities by taking a less active
role in the reorganization," Mr. McElhinney asserts.

The Equity Committee proposes these information-blocking policies
and procedures:

A. Each Security Firm will cause a duly authorized
    representative of that Securities Firm to execute a
    memorandum acknowledging that Equity Committee Personnel may
    receive non-public information regarding the Debtors and that
    they are aware of the Ethical Wall Procedures;

B. The memorandum will state that the Securities Firm is in
    compliance with the provisions of the Court's order and a
    copy of each Memorandum will be forwarded to the Equity
    Committee's counsel;

C. Equity Committee Personnel of each Security Firm will be
    different from the Security Firm's trading personnel and will
    use physically separate office space, file space, phone lines
    and facsimile lines for the performance of their
    responsibilities;

D. Equity Committee Personnel will not directly or indirectly
    share any non-public information concerning the Debtors of
    these Chapter 11 cases with any other employees of their
    Security Firm, except:

    (a) senior management of the Securities Firm who, due to its
        duties and responsibilities, has a legitimate need to
        know the information, provided that the individuals
        otherwise comply with the Ethical Wall Procedures and use
        the information only in connection with their senior
        managerial responsibilities;

    (b) regulators, auditors and designated legal personnel for
        the purpose of rendering legal and compliance advice to
        Equity Committee Personnel who will not share the non-
        public information with any other employees; and

    (c) to the extent that the information may be accessible by
        internal computer systems, the Securities Firm's
        administrative personnel who service and maintain the
        systems, each of whom will agree not to share the non-
        public information with other employees and will keep the
        information in files inaccessible to other personnel; and

E. Equity Committee Personnel will establish procedures for the
    maintenance of all documents containing non-public
    information received in connection with, or generated from,
    Equity Committee activities in secured files, which are
    physically separated from, and inaccessible to, other
    employees of their Securities Firm.

Mr. McElhinney points out that there is no impediment in the
federal securities laws or the Bankruptcy Code to the relief
sought.  In fact, the Securities and Exchange Commission has
recognized the importance and legitimacy of Ethical Walls in the
securities law context and the Court has previously recognized
the appropriateness of establishing an Ethical Wall.

                           *     *     *

The Court permits the Equity Committee to implement the Ethical
Wall. (AMERCO Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AMERICA WEST: Improved Earnings Performance Spurs Outlook Change
----------------------------------------------------------------  
Standard & Poor's Ratings Services revised the outlook on its
long-term corporate credit rating on America West Airlines Corp.
(B-/Stable/--) to stable from negative and affirmed all ratings.

"The revision of America West's outlook to stable reflects its
improving earnings performance despite an adverse airline
environment," said Standard & Poor's credit analyst Betsy Snyder.
"The company earned $32.9 million in the third quarter of 2003
versus a loss of $49.6 million in the prior-year period, having
benefited from its low cost structure and improving revenue,
trends which are expected to continue over the near to
intermediate term," the credit analyst continued.

The ratings on America West reflect risks relating to the adverse
airline industry environment, a weak balance sheet, and limited
financial flexibility. 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.

America West's earnings are expected to continue to benefit from
its low cost structure and an improving revenue environment.
However, the company's credit profile will continue to be
constrained by its heavy operating lease burden that has been used
to finance new aircraft deliveries.


AMERICAN AIRLINES: Files Form S-3 for Convertible Notes Resale
--------------------------------------------------------------
AMR Corporation (NYSE: AMR), the parent company of American
Airlines, Inc., and American Airlines have filed a registration
statement on Form S-3 with the Securities and Exchange Commission
relating to $300,000,000 principal amount of AMR Corporation's
outstanding 4.25% Senior Convertible Notes due 2023, which were
issued in a private placement in September 2003.

This resale registration statement was filed in satisfaction of
registration rights granted to the selling security holders. When
the Securities and Exchange Commission declares this resale
registration statement effective, the holders of the notes will be
able to resell under this resale registration statement the notes
and the common shares issuable upon conversion of the notes. AMR
and American Airlines will not receive any of the proceeds from
any resale of the notes or the common shares issuable upon
conversion of the notes.

The registration statement relating to these securities has been
filed with the Securities and Exchange Commission but has not yet
become effective. These securities may not be sold nor may offers
to buy be accepted prior to the time the registration statement
becomes effective.

As reported in Troubled Company Reporter's September 23, 2003
edition, Fitch Ratings assigned a rating of 'CCC+' to the $300
million in convertible unsecured notes issued by AMR Corp. - the
parent of American Airlines, Inc. The privately placed notes carry
a coupon rate of 4.25%, are guaranteed by American Airlines, Inc.,
and mature in 2023. The Rating Outlook for AMR and American is
Negative.

The 'CCC+' rating reflects Fitch's continuing concerns over the
airline's ability to meet fixed financing obligations over the
next two to three years - even after the successful labor contract
restructuring undertaken by AMR this spring. The new labor
agreements with all of American's unionized employee groups,
ratified in April, are delivering significant unit operating cost
savings and allowing American to stake out a much more competitive
cost position versus the discount carriers that are encroaching on
a larger part of American's route network. Mainline cost per
available seat mile in the third quarter is likely to fall to
approximately 9.5 cents (compared with 11 cents prior to the labor
cost reductions), and additional non-labor savings initiatives
should push unit costs even lower during the fourth quarter.


AMERICAN PLUMBING: Wants to Tap BSI as Claims and Notice Agent
--------------------------------------------------------------
American Plumbing & Mechanical Inc., and its debtor-affiliates
tell the U.S. Bankruptcy Court for the Western District of Texas
that they need to appoint Bankruptcy Services LLC as Claims and
Noticing Agent.

In this regard, the Debtors are asking authority from the Court to
employ BSI to:

     a. prepare and serve required notices in these Chapter 11
        cases, including:

          i. notice of the commencement of these Chapter 11
             cases and the initial meeting of creditors under
             Section 341(a) of the Bankruptcy Code;

         ii. notice of the claims bar date(s);

        iii. notice of objections to claims;

         iv. notice of any hearings on a disclosure statement
             and confirmation of a plan of reorganization; and

          v. other miscellaneous notices to any entities, as the
             Debtors or the Court deems necessary or appropriate
             for an orderly administration of these Chapter 11
             cases;

     b. within 5 days after the mailing of a particular notice,
        file with the Clerk's Office a certificate or affidavit
        of service that includes a copy of the notice involved,
        an alphabetical list of persons to whom the notice was
        mailed, and the date of mailing;

     c. at any time, upon request, satisfy the Court that the
        Claims and Noticing Agent has the capability to
        efficiently and effectively notice, docket and maintain
        proofs of claim and proofs of interest;

     d. maintain copies of all proofs of claim and proofs of
        interest filed;

     c. maintain official claims registers by docketing all
        proofs of claim and proofs of interest on claims
        registers, including the following information:

          i. the applicable Debtor;

         ii. the name and address of the claimant and any agent
             thereof, if an agent filed the proof of claim or
             proof of interest;

        iii. the date received;

         iv. the claim number assigned; and

          v. the asserted amount and classification of the
             claim;

     f. implement necessary security measures to ensure the
        completeness and integrity of the claims registers;

     g. maintain all original proofs of claim in correct claim
        number order in an environmentally secure area and
        protect the integrity of such original documents from
        theft and/or alteration;

     h. transmit to the Clerk's Office a copy of the claims
        registers on a weekly basis, unless requested by the
        Clerk's Office on a more or less frequent basis;

     i. maintain an up-to-date mailing list for all entities
        that have filed a proof of claim or proof of interest,
        which list shall be available upon request of a party in
        interest or the Clerk's Office;

     j. provide access to the public for examination of copies
        of the proofs of claim or interest without charge during
        regular business hours;

     k. record all transfers of claims and provide notice of
        such transfers as required by Bankruptcy Rule 3001(e);

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

     m. provide temporary employees to process claims, as
        necessary; and

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

BSI professional fees are:

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

Headquartered in 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 SEAFOODS: Extends Tender Offer for 10-1/8% Senior Notes
----------------------------------------------------------------
American Seafoods Group LLC and American Seafoods Finance, Inc.
announced that, as part of their previously announced tender offer
and consent solicitation for their outstanding 10-1/8% Senior
Subordinated Notes due 2010, they are extending the tender offer
expiration date. The tender offer, which had been set to expire at
12:00 midnight, New York City time, on Friday, October 24, 2003,
will be extended to 5:00 p.m., New York City time, on Friday,
November 7, 2003, unless extended by American Seafoods.

The consent expiration date was 5:00 p.m., New York City time, on
September 26, 2003. Holders who desired to receive the consent
payment and the tender offer consideration must have both validly
consented to the proposed amendments and validly tendered their
Notes pursuant to the offer on or prior to the consent expiration
date. Holders who validly tender their Notes after the consent
expiration date will receive the tender offer consideration, which
is $1,170.00 per $1,000 principal amount of Notes, but not the
consent payment. As of the close of business on September 26,
2003, which was the consent expiration date and the last day on
which validly tendered Notes could have been withdrawn, American
Seafoods had received the requisite consents to the proposed
amendments to the Indenture governing the Notes. Consequently, the
proposed amendments were incorporated in the Third Supplemental
Indenture, which was executed and delivered on September 26, 2003,
by and among American Seafoods Group LLC, American Seafoods
Finance, Inc., the guarantors listed on Schedule A thereto and
Wells Fargo Bank Minnesota, National Association, as trustee. The
proposed amendments to the indenture, which will not become
operative unless and until the Notes are accepted for purchase by
American Seafoods, will eliminate substantially all of the
restrictive covenants, certain repurchase rights and certain
events of default and related provisions contained in such
indenture.

As of October 23, 2003, all of our existing senior subordinated
notes had been validly and irrevocably tendered.

Consummation of the offer is subject to certain conditions,
including consummation of certain financing transactions
contemplated by the registration statement on Form S-1
(Registration no. 333-105499) filed with the Securities and
Exchange Commission by American Seafoods Corporation, an affiliate
of American Seafoods Group LLC and American Seafoods Finance, Inc.
Subject to applicable law, American Seafoods Group LLC and
American Seafoods Finance, Inc. may, in their sole discretion,
waive or amend any condition to the offer or solicitation, or
extend, terminate or otherwise amend the offer or solicitation.

Credit Suisse First Boston, or CSFB, is the dealer manager for the
offer and the solicitation agent for the solicitation. MacKenzie
Partners, Inc. is the information agent and Wells Fargo Bank
Minnesota, National Association is the depositary in connection
with the offer and solicitation. The offer and solicitation are
being made pursuant to the Offer to Purchase and Consent
Solicitation Statement, dated September 15, 2003, and the related
Consent and Letter of Transmittal, each as modified by American
Seafoods' press release, dated September 24, 2003, which
collectively set forth the complete terms of the offer and
solicitation. Copies of the Offer to Purchase and Consent
Solicitation Statement and related documents may be obtained from
MacKenzie Partners, Inc. at 212-929-5500. Additional information
concerning the terms of the offer and the solicitation may be
obtained by contacting CSFB at 1-800- 820-1653. Copies of the
registration statement may be obtained from the Securities and
Exchange Commission's Internet site. The site's Internet address
is http://www.sec.gov  

American Seafoods (S&P, BB- Corporate Credit Rating, Positive),
headquartered in Seattle, Washington, is the largest harvester and
at-sea processor of pollock and the largest processor of catfish
in the United States.


AMUNDSON'S & AUNE'S: Case Summary & 20 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Amundson's & Aune's Cannonball Inc.
        aka Cannonball Auto Truck Plaza
        dba Cannonball Trucklines
        PO Box 21
        Cannon Falls, Minnesota 55009

Bankruptcy Case No.: 03-37055

Type of Business: Truck stop and truckline

Chapter 11 Petition Date: October 15, 2003

Court: District of Minnesota (St. Paul)

Judge: Dennis D. O'Brien

Debtor's Counsel: William I. Kampf, Esq.
                  Kampf & Associates Pa
                  821 Marquette Ave S Ste 901
                  Minneapolis, MN 55402
                  Tel: 612-339-0522

Total Assets: $1,779,000

Total Debts: $2,207,391

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Amundson, Curt                                        $150,000

Hartland Fuel Products, LLC                           $140,000

Luebke, Curt                                           $73,000

Coca Cola                                              $43,485

Reinhart Foods                                         $30,027

Hermel Candy & Tobacco                                 $20,352

Goodhue Cty Abstract Co                                $10,416

Premium Financing Specialists                          $7,487

Pomp's Tire Service                                    $5,599

Leisure Time                                           $5,147

Judd, Osterman, Dermo Ltd                              $4,886

Barjan Products Inc                                    $4,872

Pro Connection                                         $4,759

Justin Boots                                           $4,002

Xcel Energy                                            $3,817

Riester Refrigeration                                  $3,358

Business Insurance Brokers                             $3,270

Dejno's Inc.                                           $2,998

Pepsi                                                  $2,728

AT&T                                                   $2,672


ANC RENTAL: Files Joint Liquidating Plan & Disclosure Statement
---------------------------------------------------------------
ANC Rental Corporation and its debtor subsidiaries and the
Statutory Creditors' Committee delivered to the Court their Joint
Chapter 11 Liquidating Plan and Disclosure Statement on
October 21, 2003.

John Chapman, ANC Rental Corporation's President, relates that
the Plan is a result of extensive negotiations among the Debtors
and the Committee.  The Debtors and the Committee believe that
the Plan provides the best possible result for all claim holders.  
The purpose of the Plan is to liquidate, collect and maximize the
cash value of the Debtors' remaining assets and make
distributions in respect of any Claims against the Debtors'
estates.

Pursuant to the Plan, a Liquidating Trust will be established
according to a Liquidating Trust Agreement.  On the Effective
Date, the Debtors will transfer and assign to the Liquidating
Trust all of their properties and assets that have neither been
abandoned nor sold under the Asset Purchase Agreement.

Pursuant to the Plan, the Liquidating Trust will pay all Allowed
Priority Tax Claims and Allowed Other Priority Claims in full.  
To the extent that there are assets remaining in the Liquidating
Trust after payment of all Allowed Priority Tax Claims, Allowed
Other Priority Claims and the expenses of the Liquidating Trust,
all holders of Allowed General Unsecured Claims will receive a
Pro Rata Share distribution of the Liquidating Trust's remaining
assets.

The Plan also provides for the extinguishments of Intercompany
ANC Claims and ANC Common Stock Interests.

The Plan contemplates and is predicated on the Court's approval
of substantive consolidation of the Chapter 11 Cases of the
Subsidiary Debtors into a single Chapter 11 Case solely for the
purposes of all actions associated with confirmation and
consummation of the Plan.  On or prior to the Effective Date:

   (1) all Intercompany Claims will be extinguished;

   (2) solely for the purposes of the Plan and the distributions
       and transactions contemplated, all assets and liabilities
       of the Subsidiary Debtors will be treated as though they
       were merged;

   (3) all prepetition cross-corporate guarantees of the
       Subsidiary Debtors will be eliminated;

   (4) any obligation of any Subsidiary Debtor and all guarantees
       executed by one or more of the Subsidiary Debtors will be
       deemed to be one obligation of the consolidated Subsidiary
       Debtors;

   (5) any Claims filed or to be filed in connection with any
       obligation and the guarantees will be deemed one claim
       against the consolidated Subsidiary Debtors;

   (6) each and every claim filed in the individual Chapter 11
       case of any of the Subsidiary Debtors will be deemed filed
       against the consolidated Subsidiary Debtors in the
       consolidated Chapter 11 cases of the Subsidiary Debtors
       and will be deemed a single obligation of all of the
       Subsidiary Debtors under the Plan on and after the
       Confirmation Date;

   (7) all duplicative claims filed against more than one of the
       Subsidiary Debtors will be automatically expunged so that
       only one claim survives against the consolidated
       Subsidiary Debtors but in no way will the claims be deemed
       allowed; and

   (8) the consolidated Subsidiary Debtors will be deemed, for
       purposes of determining the availability of the right to
       set-off under Section 553 of the Bankruptcy Code, to be
       one entity, so that, subject to other provisions of
       Section 553, the debts due to a particular Subsidiary
       Debtor may be offset against claims against the Subsidiary
       Debtor or another Subsidiary Debtor.  

On the Confirmation Date, and in accordance with the terms of the
Plan and the consolidation of the assets and liabilities of the
Subsidiary Debtors, all Claims based on guarantees of collection,
payment or performance made by the Subsidiary Debtors as to the
obligations of another Subsidiary Debtor or of any other Person
will be discharged, released and of no further force and effect;
provided, however, that nothing will affect the obligations of
each of the Subsidiary Debtors under the Plan.

A free copy of the Joint Liquidating Plan is available at:

      http://bankrupt.com/misc/ANCRentalChapter11Plan.pdf

A free copy of the Joint Disclosure Statement is available at:

   http://bankrupt.com/misc/ANCRentalDisclosureStatement.pdf  
(ANC Rental Bankruptcy News, Issue No. 41; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


APEX INVESTMENTS: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Apex Investments Inc.
        905 W. 175th Street
        Homewood, Illinois 60430

Bankruptcy Case No.: 03-43217

Chapter 11 Petition Date: October 22, 2003

Court: Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtor's Counsel: Alfredo Acosta, Esq.
                  6825 W Stanley Ave.
                  Berwyn, IL 60402
                  Tel: 708-788-9900

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $500,000 to $1 Million

Debtor's 7 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
State Bank of Countryside   Mortgage                  $336,425
6734 Joliet Road
Countryside, IL 60525
Tel: 708-485-3100

George Washington Savings   Mortgage                  $242,675

South Holland Bank &        Mortgage                  $213,656
Trust  

Nicor                       Gas                         $2,357  

Capital One                 Credit Card                   $478

ComEd                       Electricity                    $46

AT&T                        Mortgage                       $25  


ARMSTRONG: AWI Wants to Pay Fees to Obtain $300MM Exit Financing
----------------------------------------------------------------
In a critical step toward emergence from Chapter 11 proceedings,
the Armstrong World Industries Debtors ask Judge Newsome to
approve their entry into a commitment and fee agreement for
proposed exit financing, and payment of certain fees and expenses
to the prospective Lenders.

According to Rebecca L. Booth, Esq., at Richards Layton & Finger,
in Wilmington, Delaware, the prospective Lenders for the exit
financing are:

      (1) Bank of America NA,

      (2) Banc of America Securities LLC,

      (3) JPMorgan Chase Bank, and

      (4) J.P. Morgan Securities, Inc.

Ms. Booth reminds Judge Newsome that, under the Fourth Amended
Plan, the Effective Date cannot occur until "Reorganized AWI shall
have entered into and shall have credit available under a credit
facility to provide Reorganized AWI with working capital
(including letters of credit) in an amount sufficient to meet the
needs of Reorganized AWI."  The Debtors expect to emerge from
bankruptcy on December 31, 2003, so that AWI can realize certain
tax and other benefits.

In addition, under the Plan, AWI has undertaken to use its
reasonable efforts to effect one or more offerings of debt
securities under Rule 144A and/or Regulation S of the Securities
Act of 1933, and/or obtain a floating rate senior secured loan,
described as a "Term Loan B," the proceeds of which are to be used
to fund distributions under the Plan.  As currently contemplated,
the notes to be issued in the 144A Offering will consist of $500
million in aggregate principal amount of ten-year fixed rate
notes.

                      The Commitment Letter

To facilitate AWI in obtaining a credit facility and Term Loan B
in order to satisfy the conditions precedent to the Effective Date
of the Plan, and obtain a portion of the funding required under
the Plan, AWI has signed a commitment letter and related term
sheet, and a related fee letter, with the Lenders, and an
administrative agent fee letter with Bank of America and BAS.

Under the terms of the Commitment Letter, BofA has agreed to act
as sole and exclusive administrative agent, JPMorgan as sole and
exclusive syndication agent, and BAS and JPMS as co-lead arrangers
and joint book managers for a senior secured credit facility of up
to $600 million, comprised of a tranche B term loan facility and a
revolving credit facility.

BofA has provided a commitment to lend up to $60 million, and
JPMorgan has provided a commitment to lend up to $60 million, of
the Senior Credit Facility, to be allocated between the tranche B
term loan facility and revolving facility.

                       The Credit Facility

The salient terms of the Credit Facility are:

      * Facility:  $300 million revolving credit facility,
        including a $100 million sublimit for standby letters of
        credit and a $25 million sublimit for swing line loans.
        The R/C Facility and the Tranche B Term Loan Facility
        are subject to adjustment and/or reallocation among
        the Lenders.

      * Term:  The R/C Facility terminates 5 years from Closing;
        Tranche B Term Loans are subject to an amortization
        schedule, with final payment due 7 years from Closing.

      * Amortization:  Tranche B Term Loans are subject to
        quarterly amortization of principal based on these
        annual amounts:

                      Loan Years 1-6    5%
                      Loan Year 7      70%

      * Interest Rates:  At AWI's option, Loans under the R/C
        Facility will bear interest at a rate equal to either:

            (i) LIBOR plus an applicable margin, based on debt
                ratings of the Senior Credit Facility, ranging
                from 150 to 250 basis points, or

           (ii) the Alternate Base Rate -- defined as the higher
                of the BofA prime rate and the Federal Funds
                rate plus .50% -- plus an applicable margin,  
                based on debt ratings of the Senior Credit  
                Facility, ranging from 50 to 100 basis points.
                Tranche B Term Loans bear interest at the sum of
                LIBOR or Alternative Base Rate, as applicable,
                plus a spread based on debt ratings of the
                Senior Credit Facility -- determined as of
                Closing.

                A default rate of 2% per annum above the
                applicable interest rate shall apply in the
                event of default under the Senior Credit Facility.

       * Upfront Fees:  Upfront Fees, based on a percentage of
         each Lender's commitment, shall be payable to each
         Lender, at Closing or in the form of an original issue
         discount.

       * Commitment Fee:  AWI will pay a commitment fee on the
         unused portion of each Lender's share of the R/C
         Facility, payable in arrears commencing upon Closing.

       * Letters of Credit Fees:  Applicable margin for loans
         under the RIC Facility that are LIBOR loans, paid
         quarterly in arrears.

       * Collateral:  First priority lien on all present and
         future personal property assets of AWI and the  
         Guarantors, a pledge of the stock of all domestic
         subsidiaries of AWI, and 65% of each first tier  
         foreign subsidiary of AWI, subject to exceptions to be
         agreed.

       * Guarantors:  All existing and future indirect and
         direct domestic subsidiaries of AWI.

       * Use of Proceeds:  Financing the emergence of AWI under
         the Plan, capital expenditures and other lawful
         corporate purposes.

       * Commitment Termination:  The Commitment will terminate
         on March, 31, 2004 unless definitive documentation for
         the Senior Credit Facility has been executed and
         delivered prior to such date.  In addition, the parties
         to the Commitment Letter have acknowledged and agreed
         that the obligations of AWI under the Commitment Letter
         are subject to the approval of the Bankruptcy Court.

       * Conditions Precedent to Closing:  Conditions precedent
         that are usual and customary for these types of  
         facilities, including these conditions:

              (i) Negotiation, execution and delivery of  
                  definitive documentation with respect to the
                  Senior Secured Credit Facility;

             (ii) Satisfactory opinions of counsel for AWI and
                  the Guarantors;

            (iii) Evidence that the Administrative Agent holds
                  a perfected first priority lien on all of the
                  Collateral, except for permitted liens to be
                  determined;

             (iv) Conditions to the occurrence of the "Effective
                  Date" in the Final Order shall be substantially
                  the same as provided in the Plan, as modified,
                  including reference to establishment of the  
                  credit facility;

              (v) Satisfactory review of all financial statements
                  of AWI and its subsidiaries for 2000, 2001 and
                  2002, as well as for the fiscal quarter ended
                  Sept. 30, 2003;

             (vi) No material adverse change since December 31,  
                  2002 to AWI and its subsidiaries;

            (vii) S&P and Moody's debt ratings of the Senior
                  Credit Facility of at least BB-BA3 or  
                  higher; and

           (viii) AWI will have received at least $800 million
                  of aggregate gross proceeds from the Tranche B
                  Term Loan, 144A Offering and/or the Plan Notes.
                  At least $100 million of the R/C Facility will
                  still be available after giving effect to all
                  transactions occurring at Closing.

       * Covenants; Representations and Warranties; Events of
         Default:  Those usual and customary for these types of
         facilities.

                        Fees and Expenses

In addition to the loan terms, the Commitment Letter provides for
AWI to:

       (i) reimburse the Agents for all reasonable out-of-pocket
           fees and expenses, including legal fees and expenses,  
           incurred in connection with the Commitment Letter and
           the transactions contemplated by it, whether or not
           the transactions contemplated by it are consummated;
           and

      (ii) indemnify the Agents, each of the other Lenders under
           the Senior Credit Facility, and each of their
           affiliates and their directors, officers, employees,
           advisors and agents against any and all losses,
           claims, damages, liabilities and expenses, including
           the reasonable fees and expenses of counsel and the
           allocated cost of internal counsel, that may be
           incurred by or asserted or awarded against any
           indemnified person, in each case arising out of or
           in connection with or by reason of any matters
           contemplated by the Commitment Letter, any related
           transaction, the Senior Credit Facility or any use
           made or proposed to be made with the proceeds --
           whether or not the transactions contemplated by the
           Letter are consummated -- unless and only to the
           extent that any loss, claim, damage, liability or
           expense is a result of the indemnified person's
           gross negligence or willful misconduct.

The Fee Letter also provides for AWI to pay an arrangement fee to
BAS and JPMS.  The arrangement fee is payable in part on the
earlier of Closing or termination of the commitment, provided that
the Plan is approved.  In addition, the Fee Letter provides for an
L/C fronting fee equal to 12.5 basis points per annum of the
maximum fee amount, payable for each L/C issued under the Senior
Credit Facility to the L/C Issuing Lender.  The Administrative
Agent Fee Letter provides for AWI to pay an annual fee to BofA as
Administrative Agent.

Ms. Booth explains that, due to the "commercially sensitive
nature" of the fees in the Fee Letter and the Administrative Agent
Fee Letter, AWI will not disclose these fees to the public.  
However, AWI has provided each of the Committee with copies of
these documents subject to the understanding that the Committees
will maintain the confidentiality of these documents. (Armstrong
Bankruptcy News, Issue No. 49; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


AT&T LATIN AMERICA: Embratel No Longer Expects to Acquire Assets
----------------------------------------------------------------
Embratel announced that, it no longer expected to acquire AT&T
Latin America's subsidiaries in five South American countries.

The company actively participated in this Chapter 11, 363 sale
process, up to the point where it thought the acquisition price
was consistent and accretive to its business. Embratel's final bid
will continue to be valid until a final outcome of the process is
determined by the U.S. Bankruptcy court in Miami, Florida.
Embratel will continue to evaluate organic and M&A opportunities
to enhance its value.

Embratel is the premier communications provider in Brazil offering
a wide array of advanced communications services over its own
state-of-the-art network. It is the leading provider of data and
Internet services in the country. Service offerings: include
telephony, advanced voice, high-speed data communication services,
Internet, satellite data communications, corporate networks and
local voice services for corporate clients. Embratel is uniquely
positioned to be the all-distance telecommunications network of
South America. The Company's network is has countrywide coverage
with 28,868 km of fiber cables comprising 1,068,657 km of optic
fibers.


AT&T LATIN: Selects Telmex as Higher Bidder to Acquire Assets
-------------------------------------------------------------
AT&T Latin America Corp. (ATTL.PK) has selected Telefonos de
Mexico, S.A. de C.V. (BMV: TELMEX) (NYSE: TMX), (Nasdaq: TFONY),
(LATIBEX: XTMXL) as the highest bidder in an auction for
substantially all of its assets. ATTL has entered into an
agreement with Telmex to purchase such assets.

The transaction is subject to the approval of the United States
Bankruptcy Court for the Southern District of Florida, and the
satisfaction of various customary closing conditions. A hearing to
approve the agreement is scheduled to take place on November 3,
2003 in Miami, Florida.

Throughout the sale process, ATTL remains focused on meeting
customer commitments, and ensuring the operational and financial
objectives are met.

AT&T Latin America Corp., headquartered in Washington, D.C., is a
facilities-based provider of integrated business communications
services in five countries: Argentina, Brazil, Chile, Colombia and
Peru. The Company offers data, Internet, voice, video-conferencing
and e-business services.


ATA HOLDINGS: Extends Exchange Offers for 10.5% and 9-5/8% Notes
----------------------------------------------------------------
ATA Holdings Corp. (Nasdaq: ATAH), the parent company of ATA
Airlines, Inc., announced the extension of its offers to exchange:

     - newly issued 11 percent Senior Notes due 2009 and
       cash consideration for any and all of the $175 million
       outstanding principal amount of its 10-1/2 percent Senior
       Notes due 2004; and

     - newly issued 10-1/8 percent Senior Notes due 2010 and cash
       consideration for any and all of the $125 million
       outstanding principal amount of its 9-5/8 percent Senior
       Notes due 2005.

As part of the Exchange Offers, the Company is also seeking
solicitations of consents to amend the indentures under which the
Existing Notes were issued.  The Company has extended the
expiration date of the Exchange Offers until 5 p.m., New York City
Time, on November 7, 2003, unless further extended by the Company.  
In addition, the Company has extended the deadline for holders of
Existing Notes to deliver consents and receive the consent payment
to November 7, 2003, unless further extended by the Company.

As previously disclosed, the Company continues to be in
discussions with a group of holders of the Existing Notes with
respect to their participation in the Exchange Offers, and it has
extended the Exchange Offers to facilitate these discussions.

The withdrawal deadline for the Exchange Offers has expired, and
tenders with respect to any Existing Notes that have already been
tendered or are subsequently tendered may not be withdrawn.  The
other terms of the Exchange Offers remain unchanged, and they are
subject to a number of significant conditions, including but not
limited to receiving valid tenders representing at least 85
percent in principal amount of each series of Existing Notes and
receiving the consent of the Air Transportation Stabilization
Board pursuant to the Company's government-guaranteed term loan.  
As of October 24, 2003, $11,510,000 principal amount of 2004 Notes
and $29,550,000 principal amount of 2005 Notes had been tendered
and not withdrawn in the Exchange Offers.

The Exchange Offers are being made pursuant to the exemption from
registration provided by Section 4(2) of the Securities Act of
1933, as amended.  The New Notes offered in the Exchange Offers
have not been and will not be registered under the Securities Act
or any state securities laws and may not be offered or sold in the
United States absent registration or applicable exemption from the
registration requirements of the Securities Act and any applicable
state securities laws.  

Now celebrating its 30th year of operation, ATA (S&P, CCC
Corporate Credit Rating, Developing) is the nation's 10th largest
passenger carrier based on revenue passenger miles. ATA operates
significant scheduled service from Chicago-Midway, Hawaii,
Indianapolis, New York and San Francisco to more than 40 business
and vacation destinations. To learn more about the company, visit
the Web site at http://www.ata.com


AUTOMODULAR CORP: Violates Certain Covenant Under Bank Agreement
----------------------------------------------------------------
Automodular Corporation earned $3.0 million or $0.16 per share for
the nine months ended September 30, 2003 compared to $4.2 million
or $0.22 for the same period in 2002.

The current quarter was a breakeven position compared to net
earnings of $1.3 million or $0.07 per share in 2002. The following
factors contributed to the disappointing earnings performance
compared to 2002:

- Reduced production volumes of the Saturn L series vehicles;

- Increased strength in the Canadian dollar causing a lower
  earnings contribution from our U.S. operations when expressed in
  Canadian currency;

- Lost production arising from the power outage in Canada and the
  Northeastern United States;

- Higher than expected start up costs of the Company's new Lansing
  facility

As a result of the breakeven performance of the third quarter,
Automodular is in breach of a bank covenant. All interest and
principal payments have met. The Company is working with the bank
to obtain a waiver and to renegotiate its banking arrangements to
ensure no further breaches of its bank covenants.

As a result of the above factors, Automodular's board of directors
has decided to omit the fourth quarter dividend and will review
the dividend policy going forward at its meeting in January, 2004.

Automodular management forecasts that 2003 net earnings will fall
in the range of $3.5 to $4.5 million, and is cautiously optimistic
of improvement in 2004.


BALLY TOTAL: Will Host Third Quarter Conference Call Today
----------------------------------------------------------
Bally Total Fitness Holding Corporation (NYSE: BFT), the leading
commercial operator of fitness centers in the United States, will
host a teleconference call for members of the financial community
on Tuesday, October 28, 2003, at 4:00 p.m., Central Time.  

The purpose of the call will be to discuss the press release to
be issued after the close of the market regarding the Company's
Third Quarter 2003 Results.  This call will be simultaneously
webcast at Bally's Web site at http://www.ballyfitness.com.  An  
archived version of the call will be available until November 11,
2003.

     Details for Conference Call
     Date:         Tuesday, October 28, 2003
     Start Time:   4:00 p.m. Central Time
     Webcast:      Provided at http://www.ballyfitness.com

Bally Total Fitness (Fitch, B Senior Unsecured Debt and BB- Bank
Credit Facility Ratings, Negative Outlook) is the largest and only
nationwide, commercial operator of fitness centers, with four
million members and approximately 420 facilities located in 29
states, Canada, Asia and the Caribbean under the Bally Total
Fitness(R), Crunch Fitness(SM), Gorilla Sports(SM), Pinnacle
Fitness(R), Bally Sports Clubs(SM) and Sports Clubs of Canada(R)
brands. With an estimated 150 million annual visits to its clubs,
Bally offers a unique platform for distribution of a wide range


BETHLEHEM STEEL: Court Confirms First Amended Liquidation Plan
--------------------------------------------------------------
Bethlehem Steel and its debtor-affiliates step Judge Lifland
through the 13 statutory requirements under Section 1129(a) of the
Bankruptcy Code necessary to confirm its First Amended Plan of
Liquidation:

A. Section 1129(a)(1) of the Bankruptcy Code provides that a plan
   must comply with the applicable provisions of Chapter 11 of
   the Bankruptcy Code.  The legislative history of Section
   1129(a)(1) of the Bankruptcy Code indicates that a principal
   objective of this provision is to assure compliance with the
   sections of the Bankruptcy Code governing classification of
   claims and interests and the contents of the plan.  The
   Debtors' Plan fully complies with the requirements of both
   sections, as well as with all other Bankruptcy Code
   provisions:

   (a) The Plan provides for separate classification of Claims
       and Equity Interests in four Classes based on the
       differences in the legal nature or priority of the Claims
       and Equity Interests.  Administrative Expense Claims and
       Priority Tax Claims are not classified and are separately
       treated.  Class 1 provides for the separate classification
       of Other Secured Claims, which include Claims secured by
       mechanics liens, tax liens, or similar claims.  Class 2
       provides for the separate classification of all Claims
       entitled to priority under Section 507(a) of the
       Bankruptcy Code.  Class 3 provides for the separate
       classification of General Unsecured Claims.  Class 4
       consists of Equity Interests.  Each of the Claims or
       Equity Interests in each particular Class is substantially
       similar to the other Claims or Equity Interests in that
       Class.

   (b) The Plan satisfies requirements of Section 1123.  The Plan
       designates Classes of Claims and Equity Interests as
       required by Section 1123(a)(1).  Under the Bankruptcy
       Code, Administrative Expense Claims and Priority Tax
       Claims need not be classified and must only be designated.
       Accordingly, Administrative Expense Claims and Priority
       Tax Claims are designated in the Plan.  Additionally, the
       the Plan specifies that there are no Classes of Claims
       that are not impaired under the Plan and the treatment of
       each Class of Claims and Equity Interests as required by
       Sections 1123(a)(2) and 1123(a)(3).  The treatment of each
       Claim or Equity Interest in each particular Class is the
       same as the treatment of each other Claim or Equity
       Interest in that Class as required by Section 1123(a)(4).  
       Various other provisions of the Plan set forth the means
       for implementing the Plan as required by Section
       1123(a)(5).

   (c) The Plan provides for the substantive consolidation of the
       Debtors -- other than Bethlehem and Bethlehem Steel de
       Mexico, S.A. de C.V. -- and the establishment of the
       Liquidating Trust.  Substantive consolidation is
       warranted.  The Debtors' affairs are entangled to the
       extent that consolidation will benefit all creditors.  The
       Debtors consist of Bethlehem and 22 of its direct and
       indirect subsidiaries.  The Debtors file consolidated
       federal income tax returns and prepare financial
       statements, annual reports, and other documents filed with
       the Securities and Exchange Commission on a consolidated
       basis.  For the most part, all financial information
       disseminated to the public, including to customers,
       suppliers, landlords, lenders, and credit rating agencies,
       is prepared and presented on a consolidated basis.  The
       Debtors' business units also operate as integrated units,
       without all the formalities of separate corporate
       entities.  With the exception of Chicago Cold Rolling,
       LLC, the Debtors as well as their non-Debtor subsidiaries
       participate in a unified cash management system which
       would make it extremely difficult to confirm a Chapter 11
       plan for individual Debtors.  The Liquidating Trust, which
       will be governed by the Trustee, is established for the
       sole purpose of liquidating and distributing assets,
       in accordance with Treasury Regulation Section
       301.7701-4(d), with no objective to continue or engage in
       the conduct of a trade or business.

   (d) Because the Plan is a liquidating plan, Section
       1123(a)(6), which requires a plan to provide for the
       inclusion in a debtor's corporate charter of provisions
       prohibiting the issuance of non-voting equity securities,
       and Section 1123(a)(7), which deals with the selection of
       post-confirmation officers and directors, are
       inapplicable.

B. Section 1129(a)(2) of the Bankruptcy Code requires that the
   plan proponents comply with the applicable Bankruptcy Code
   provisions.  The legislative history and cases discussing
   Section 1129(a)(2) indicate that the purpose of the provision
   is to ensure that the plan proponents comply with the
   disclosure and solicitation requirements of Sections 1125 and
   1126.  The Debtors have performed all their obligations under
   the Bankruptcy Code.  The Court approved the Disclosure
   Statement pursuant to Section 1125(b) as containing "adequate
   information" to enable hypothetical, reasonable investors
   typical of the Debtors' creditors and equity interest holders
   to make an informed judgment whether to accept or reject the
   Plan.  The Court later found that the solicitation of Holders
   of Claims and Interests provided sufficient notice to such
   parties-in-interest.

C. The Plan has been "proposed in good faith and not by any
   means forbidden by law," as required by Section 1129(a)(3) of
   the Bankruptcy Code.  Besides achieving a result consistent
   with the objectives of the Bankruptcy Code, the Debtors' Plan
   allows creditors to realize the highest possible recoveries
   under the circumstances.  The Plan is the result of consensual
   discussions between the Debtors and the Committee.  The
   Committee's support of the Plan also reflects the Committee's
   acknowledgment that the Plan provides fundamental fairness to
   general unsecured creditors.

D. Section 1129(a)(4) of the Bankruptcy Code requires that the
   payments made by the debtor on account of services or costs
   and expenses incurred in connection with the Plan or the
   Liquidation Cases either be approved or be subject to
   approval by the Bankruptcy Court as reasonable.  The Debtors'
   Plan discloses all payments to be made and the Court has
   approved or will approve all plan-related expenses.

E. Section 1129(a)(5)(A)(i) of the Bankruptcy Code requires the
   plan proponents to disclose the identity of certain
   individuals who will hold positions with the debtor or its
   successor after plan confirmation.  Section 1129(a)(5)(A)(ii)
   requires that the service of these individuals be "consistent
   with the interests of creditors and equity security holders
   and with public policy."  Since the Debtors' Plan is a
   liquidating plan that provides for the dissolution of the
   Debtors, except Bethlehem Steel de Mexico, S.A. de C.V. which
   was sold to ISG, there will be no reorganized debtor for any
   presently existing officer or director to serve.  However, the
   Debtors have disclosed that a limited number of its employees
   who have provided majority of the services required to
   facilitate the Plan confirmation and the wind down of the
   estates, will receive modest bonuses as their employment
   is terminated over the course of the next several months.  In
   particular, the Debtors anticipate that 16 employees would
   receive bonuses aggregating $300,000 during this period.  The
   Debtors further anticipate that the Plan will go effective on
   December 31, 2003, with several of these employees being
   retained by the Trustee.  The Debtors also disclosed that
   Lonnie Arnett, Bethlehem Vice President, Controller, and Chief
   Accounting Officer, has agreed to accept employment with ISG,
   in a similar role, commencing on November 1, 2003.  The
   Committee was advised of Mr. Arnett's intentions.  It is
   expected that discussions will ensue with Mr. Arnett
   concerning the services he may provide to the Debtors' estates
   during the post-Confirmation period.  At this time, there is
   no agreement or understanding concerning the extent of the
   services or any compensation that may be provided.  However,
   Mr. Arnett indicated his willingness to assist the Debtors'
   estates, as well as the Trustee, in the future administration
   of the Plan.

   After the Confirmation Date, the Debtors contemplate that all
   of the presently constituted directors of Bethlehem will
   resign and that a board of directors consisting of at least
   two directors will continue to oversee the wind down of the
   Debtors through the December 31, 2003 Effective Date.  The
   selection of the directors is earmarked to occur at the next
   regularly scheduled board meeting on October 29, 2003.  It is
   expected that Robert S. Miller, the present Chairman of the
   Board, and William H. Graham, Bethlehem Senior Vice President,
   Secretary, and General Counsel, will be the directors so
   chosen to serve.

F. Section 1129(a)(6) of the Bankruptcy Code permits confirmation
   only if any regulatory commission that will have jurisdiction
   over the debtor after confirmation has approved any rate
   change provided for in the plan.  This requirement is
   inapplicable in the Debtors' Chapter 11 cases.

G. Section 1129(a)(7) of the Bankruptcy Code requires that a plan
   be in the best interests of creditors and stockholders.  The
   best interests test focuses on individual dissenting creditors
   rather than classes of claims.  Section 1129(a)(7) requires
   that each holder of a claim or equity interest either accepts
   the plan or will receive or retain under the plan property
   having a present value, as of the plan effective date, not
   less than the amount that holder would receive or retain if
   the debtor were liquidated under Chapter 7 of the Bankruptcy
   Code.  The Debtors have provided a detailed liquidation
   analysis showing that creditors recover less in a Chapter 7
   liquidation scenario than they would under the Plan.
   Accordingly, the Plan complies with the "best interests of
   creditors test."

H. Section 1129(a)(8) of the Bankruptcy Code requires that
   each class of claims or interests must either accept a plan
   or be unimpaired under a plan.  Pursuant to Section 1126(c)
   a class of impaired claims accepts a plan if the holders of at
   least two-thirds in dollar amount and more than one-half in
   number of the claims in that class actually vote to accept the
   plan.  Pursuant to Section 1126(d), a class of interests
   accepts a plan if holders of at least two-thirds in amount of
   the allowed interests in that class that actually vote to
   accept the plan.  The Debtors report that the Plan has been
   accepted by creditors holding well in excess of two-thirds in
   amount and one-half in number in each of the Classes entitled
   to vote under the Plan.  Thus, as to impaired and accepting
   Classes, the Section 1129(a)(8) requirements are satisfied.

I. The treatment of Administrative Expense Claims and Priority
   Non-Tax Claims pursuant to Sections 2.1 and 4.2 of the Plan,
   satisfies the requirements of Sections 1129(a)(9)(A) and (B)
   of the Bankruptcy Code, and the treatment of Priority Tax
   Claims pursuant to Section 2.3 of the Plan satisfies the
   requirements of Section 1129(a)(9)(C).  The Plan provides that
   all Allowed Administrative Expense Claims under Section 503(b)
   and all Allowed Priority Non-Tax Claims under Section 507(a)
   -- excluding Priority Tax Claims under Section 507(a)(8) --
   will be paid in full, in Cash, on the Effective Date or as
   soon thereafter as is reasonably practicable.  The Plan also
   provides that, except as otherwise may be agreed, holders of
   Allowed Priority Tax Claims will be paid in full, in Cash, on
   the Effective Date or as soon thereafter as is reasonably
   practicable.

J. Section 1129(a)(10) of the Bankruptcy Code requires the
   affirmative acceptance of the Plan by at least one Class of
   impaired Claims, "determined without including any acceptance
   of the plan by any insider."  The Plan clearly satisfies this
   requirement because three Classes of impaired claims --
   Classes 1, 2, and 3 -- have accepted the Plan, without
   including the acceptance of the Plan by insiders, if any,
   in those Classes.

K. Section 1129(a)(11) of the Bankruptcy Code requires the
   Bankruptcy Court to find that the plan is feasible as a
   condition precedent to confirmation.  Since the Plan provides
   for the Debtors' liquidation, the Plan is feasible if the
   Debtors will be able to satisfy the conditions precedent
   to the Effective Date and otherwise have sufficient funds to
   meet their post-Confirmation Date obligations to pay for the
   costs of administering and fully consummating the Plan and
   closing the Chapter 11 Cases.  Based on the Debtors' prepared
   spreadsheet setting forth their cash receipts and projected
   post-Confirmation Date obligations through December 31, 2003,
   they have concluded that they will be able to fulfill all
   their obligations under the Plan.  Hence, the Debtors' Plan
   satisfies the financial feasibility requirement imposed by the
   Bankruptcy Code.

L. All fees payable under Section 1930 of the Judiciary
   Procedures Code, as determined by the Bankruptcy Court on the
   Confirmation Date, will be paid in Cash on the Effective
   Date by the Debtors and thereafter by the Trustee as may be
   required, thus satisfying the requirements of Section
   1129(a)(12) of the Bankruptcy Code.

M. Section 1129(a)(13) of the Bankruptcy Code sets forth
   certain provisions for the continuation of the payment of
   health, welfare and retiree benefits post-confirmation.  The
   Debtors have expressed their intention to reimburse eligible
   retirees directly without the need for the retirees to file a
   claim and pay the reimbursement amounts before any
   distributions are made under the Plan to the holders of
   General Unsecured Claims.  Accordingly, the Plan satisfies the
   Section 1129(a)(13) requirements.

Accordingly, Judge Lifland confirmed the Debtors' Plan on
October 22, 2003.  The Court overrules all objections to
confirmation of the Plan that have not been withdrawn or
otherwise resolved.

A free copy of the Court's findings, conclusions of law and order
is available at:

    http://bankrupt.com/misc/Findings_Of_Fact&Conf_Order.pdf  
(Bethlehem Bankruptcy News, Issue No. 45; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


BOB'S STORES: Has Until Dec. 8 to Complete and File Schedules
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Bob's
Stores, Inc., and its debtor-affiliates more 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 Debtors have until
December 8, 2003 to file these financial disclosure documents.

A retail clothing chain headquartered in Meriden, Connecticut,
Bob's Stores, Inc., filed for chapter 11 protection on October 22,
2003 (Bankr. Del. Case No. 03-13254). Adam Hiller, Esq., at Pepper
Hamilton and Michael J. Pappone, Esq., at Goodwin Procter, LLP
represent the Debtors in their restructuring efforts. When the
Company filed for protection from its creditors, it listed debts
and assets of more than $100 million.


BULL RUN: Sets Annual Shareholders' Meeting for December 17
-----------------------------------------------------------
The Annual Meeting of Stockholders of Bull Run Corporation, a
Georgia corporation, will be held at 10:00 a.m., local time, on
December 17, 2003, at the offices of Bull Run, 4370 Peachtree
Road, N.E., Atlanta, Georgia, for the following purposes:

    1. To elect directors.
    
    2. To authorize the past and future issuance of shares of Bull
       Run common stock to the Company' Chairman and his
       affiliates as compensation for his personal guarantee of
       the Company's bank loans and as payment of annual dividends
       on investments in the Company's preferred stock.
    
    3. To ratify the selection of PricewaterhouseCoopers LLP as
       Bull Run's independent auditors for its fiscal year ending
       August 31, 2004.
    
    4. To consider and act upon such other business as may
       properly come before the meeting.
    
The Board of Directors has fixed the close of business on
October 31, 2003 as the record date for determining the holders of
common stock having the right to receive notice of, and to vote
at, the meeting. Only holders of record of common stock at the
close of business on such date are entitled to notice of, and to
vote at, the meeting.

Bull Run, through Host Communications, provides affinity,
multimedia, promotional and event management services to
universities, athletic conferences, corporations and associations.

                         *    *    *

               LIQUIDITY AND CAPITAL RESOURCES

Bull Run's May 31, 2003 balance sheet shows that its total current
liabilities outweighed its total current assets by about $100
million.

In its Form 10-Q filed with the Securities and Exchange
Commission, Bull Run reported:

"As of May 31, 2003, the Company's indebtedness to its bank
lenders was $83,932,000. Under an amended and restated credit
agreement dated October 11, 2002, the Company and its bank lenders
amended the Company's bank credit agreement to modify borrowing
capacity restrictions, revise certain financial covenants, provide
for certain scheduled principal payments, revise the maturity date
of the obligations under the bank credit facility to September 30,
2003, and reduce the interest rate charged on outstanding
borrowings, among other changes. Under the amended agreement, the
Company is required to make scheduled payments on its term loans
of at least $5,000,000 by each of January 15, 2003, April 15, 2003
and July 15, 2003. The amended agreement also requires the Company
to maintain a minimum net worth amount at all times and requires
the maintenance of minimum profitability thresholds determined
quarterly, beginning November 30, 2002.

"In December 2002, the Company sold its investment in Rawlings and
used the proceeds to make principal payments of $6,764,000. In
April 2003, the Company sold its investment in warrants for Gray
common stock, resulting in proceeds of $5,121,000, of which,
$3,233,000 was used to a make a principal payment. As a result,
the Company met the requirement to make aggregate principal
payments of at least $5,000,000 by each of January 15, 2003 and
April 15, 2003. In order to facilitate the funding of the
$5,000,000 principal payment obligation due by July 15, 2003, the
Company intends to issue an interest-bearing short-term
subordinated note or notes to an affiliate or affiliates of the
Company, having an aggregate face value of $5,000,000.

"The Company currently anticipates that its operations through
September 2003 will experience negative cash flow. The Company is
currently pursuing potential remedies to deal with its debt
obligations coming due and with the cash required by its
operations. The Company expects to negotiate the terms of a long-
term refinancing or extension of the credit facility for execution
prior to the current facility's maturity date of September 30,
2003. Although the Company believes that it will be successful in
negotiating a long-term refinancing or extension of the credit
facility, there is no assurance that it will be able to do so.
Other remedies include (a) the sale of certain investment and/or
operating assets of the Company; (b) the issuance and sale of
equity securities of the Company, which may include the Company's
preferred stock; (c) the issuance of subordinated debt; or (d) a
combination thereof. The ability to use proceeds from the sale of
investment assets for purposes other than reduction of bank debt
requires the consent of all parties to the Company's bank credit
agreement. The Company's bank credit agreement does provide the
Company the ability to issue additional subordinated debt or
equity securities for cash proceeds of up to $5,403,000 without
requiring an associated reduction in its outstanding debt to the
banks. Although there is no assurance that the Company will be
able to effect the foregoing potential transactions or generate
sufficient cash from these potential transactions within a
necessary time frame, on the basis of preliminary discussions with
third parties, including affiliates, with whom such transactions
may be consummated, the Company believes that it has viable
options available to it to satisfactorily address its current
working capital deficiency.

"Since all amounts outstanding under the bank credit agreement are
due and payable by the September 30, 2003 maturity date, all such
amounts are classified as a current liability in the Company's
May 31, 2003 balance sheet.

"The Company's credit agreement currently provides for (a) two
term loans for borrowings currently totaling $63,932,000, bearing
interest at either the banks' prime rate plus .75% or the London
Interbank Offered Rate ("LIBOR") plus 3.75%, requiring minimum
aggregate principal payments as previously described, with all
amounts outstanding under the term loans due on September 30,
2003; and (b) a revolving loan commitment (the "Revolver") for
borrowings of up to $20,000,000 until maturity on September 30,
2003, bearing interest at either the banks' prime rate plus .75%
or LIBOR plus 3.75%. Borrowings under the Revolver are allowed to
exceed 100% of eligible accounts receivable, however amounts
borrowed exceeding such threshold will bear an additional amount
of interest at a rate of 2% per annum. As of May 31, 2003, the
$20,000,000 borrowing capacity under the Revolver was fully
utilized, and no additional borrowing capacity was available. The
Company believes that it is in its best interests to maintain the
$20,000,000 outstanding balance under the Revolver at all times,
due to certain terms of the credit agreement that potentially
limit future borrowings under the Revolver. The Company
anticipates that it will continue to utilize fully the
availability under the Revolver.

"In September 2002, the Company's Chairman invested $3,000,000 for
3,000 shares of Series C convertible preferred stock, which was
used by the Company for working capital purposes. Under the terms
of the amended credit agreement, up to $12,500,000 in funding for
working capital purposes, if necessary, may be provided by the
issuance of equity securities, including shares of the Company's
redeemable preferred stock, or by the issuance of subordinated
debt. Through May 31, 2003, the Company had received a total of
$7,097,000 in cash for working capital purposes from the
previously discussed issuances of preferred stock to the Company's
Chairman and his affiliates.

"The Company's Chairman personally guarantees substantially all of
the debt outstanding under the current credit facility, and if the
Company is unable to meet its principal payment obligations under
the amended credit facility, it is likely that the bank lenders
would call the guarantee, thereby requiring the Chairman to repay
the amount of the loan to the banks. Under the terms of his
guarantee, the Chairman has the option to purchase the entire loan
from the banks, and thereby become the holder of the debt
currently payable to the banks and the related lien on the
Company's assets. The guarantee amount reduces as principal
payments are made to the bank lenders on the outstanding term
loans.

"In connection with the Host-USA Acquisition, the Company issued
8% subordinated notes, having an aggregate face value of
$16,709,000 as of May 31, 2003. Interest is payable quarterly, and
the notes mature beginning in 2005. Payment of interest and
principal on all subordinated notes is subordinate to the
Company's bank credit agreement. During the three months ended May
31, 2003, a director of the Company and his spouse holding 8%
subordinated notes representing an aggregate face amount of
$1,783,000 converted their notes to shares of the Company's Series
D Preferred Stock.

"The Company's capital expenditures are not expected to exceed
$500,000 for the fiscal year ending August 31, 2003."


COEUR D'ALENE: Cash Resources Sufficient to Meet Current Needs
--------------------------------------------------------------
Coeur d'Alene Mines' Cerro Bayo property, located in Southern
Chile, produced 1.2 million ounces of silver and 15,200 ounces of
gold during the third quarter of 2003. Total cash costs for the
latest three-month period was $1.18 per ounce compared to $0.91 in
the third quarter of 2003.

Exploration at Cerro Bayo during the third quarter focused on
reserve/resource delineation drilling of the Javiera, Wendy,
Tranque Norte and Veronica veins. General reconnaissance
exploration was also carried out on Coeur's properties in the
Santa Cruz Province of Argentina. Results obtained from drilling
adjacent to the R-4 Zone on the Martha mine property and on the
Malbec property located 10 miles north of the Martha mine have
indicated the presence of mineralized zones.

Production at Mina Martha progressed as planned. During the
quarter, ore was mined from the open pit and underground workings.
Open pit mining was completed during the third quarter of 2003.
Current exploration is delineating both shallow, open pit reserves
and a southeast extension of the R-4 Zone. A new geological model
is being prepared for R-4 with this new information.

Coeur's Rochester mine, located in Nevada, produced 1.7 million
ounces of silver and 15,300 ounces of gold, during the third
quarter of 2003 compared to 1.7 million ounces of silver and
18,900 ounces of gold in the third quarter of the prior year. Cash
costs for the latest three-month period increased to $3.66 per
ounce as compared to $2.83 in the third quarter of 2002. The lower
gold production and increased per ounce cash cost of production in
the third quarter of 2003 as compared to the third quarter of 2002
were the result of the placement of lower grade ore on the leach
pad, construction activities associated with the crusher
relocation project, construction of a new off-pad haul road and
ongoing reclamation activities. As a result, pit ore to the
crusher was replaced with low-grade ore, which ultimately reduced
ounce production. With all non-production related activities
complete, pit production will resume as planned and ounce
production is expected to increase and per ounce operating costs
are expected to decrease over the next several quarters.

In the third quarter of 2003, silver production from Coeur Silver
Valley in Idaho, was 0.4 million ounces, down 0.8 million ounces
from the 1.2 million ounces produced in the third quarter of 2002.
Total cash costs for the current quarter increased to $5.46 per
ounce compared to $4.54 per ounce in the third quarter of the
prior year. The decrease in production and the increase in per
ounce cash costs is the result of the temporary suspension of
operations during the third quarter as maintenance work on the
mine's hoist was completed to prepare the mine for future
operations pursuant to a long-term development plan. Measures have
been taken to address these short-term issues and to develop an
operational base for future productivity improvements. Exploration
drilling of targets from the 5200 level are planned during the
remainder of 2003.

The final feasibility study at the San Bartolome silver project
near Potosi, Bolivia is scheduled for completion near the end of
the first quarter of 2004. The Company recently completed an
independent ore reserves report for the San Bartolome project. As
a result, the previously reported mineralized material containing
40.3 million tons of ore with an average grade of 3.14 per ton has
been reclassified to proven and probable ore reserves of 35.3
million tons with an average grade of 3.48 ounces of silver per
ton resulting in 123 million ounces of contained silver.

Sales of metal in the nine months ended September 30, 2003 were
$78.1 million, an increase of $17.7 million, or 29%, from the same
period of 2002 of $60.5 million. The increase in product sales of
metal is attributable to increased production of silver and gold
which accounted for $13.8 million, or 78%, of the increase, and
higher realized gold prices which accounted for $3.8 million, or
22%, of the increase.

In the nine months ended September 30, 2003, the Company produced
a total of 10.7 million ounces of silver and 93,400 ounces of
gold, compared to 10.0 million ounces of silver and 73,400 ounces
of gold in the nine months ended September 30, 2002. In the nine
months ended September 30, 2003, the Company sold 10.9 million
ounces of silver and 97,300 ounces of gold compared to 9.6 million
ounces of silver and 66,000 ounces of gold for the same period in
2002. The increase in silver and gold production is the result of
the start-up of operations at the Cerro Bayo and Martha mines in
the second quarter of 2002, which accounted for 3.8 million ounces
of silver production and 52,200 ounces of gold production during
the first nine months of 2003. Realized silver and gold prices
were $4.71 and $341 per ounce, respectively, in the nine months
ended September 30, 2003 compared to $4.67 and $306 in the
comparable period of 2002.

Interest and other income in the nine months ended September 30,
2003 decreased by $4.1 million compared with the same period of
2002. The decrease was primarily due to a gain on the sale of the
Petorca mine of $1.3 million, $1.5 million from a business
interruption claim at the Galena mine, $1.0 million from sales of
investments and $0.7 million of timber sales at the Galena mine,
partially offset by $0.6 million in foreign exchange variations in
the second quarter of 2002.

Production costs in the nine months ended September 30, 2003
decreased by $3.2 million, or 5%, from the nine months ended
September 30, 2002 to $55.7 million. The decrease is the result of
reduced production costs at the Rochester and Silver Valley mines
of $12.1 million and $3.4 million, respectively, offset in part by
increased production costs at the Cerro Bayo mine of $12.3
million.

Depreciation and amortization increased in the nine months ended
September 30, 2003 by $4.8 million, from the prior year's
comparable period, primarily due to increased depletion recorded
at the Cerro Bayo mine in conjunction with commencement of
commercial production at the mine.

Administrative and general expenses increased in the nine months
ended September 30, 2003 compared to the same period in 2002 by
$2.5 million due to increased financing activities associated with
the Company's ongoing financial restructuring, which was completed
in the third quarter of 2003.

Exploration expenses increased by $1.0 million in the nine months
ended September 30, 2003 compared to the same period in 2002 as a
result of the Company's expanded exploration activities in the
Cerro Bayo/Martha mine property areas.

Pre-feasibility expenses decreased by $1.1 million due to lower
pre-feasibility expenses on the San Bartolome project in the nine
months ended September 30, 2003 as compared to the same period of
2002.

Interest expense decreased in the nine months ended September 30,
2003 compared with the nine months ended September 30, 2002 to
$10.7 million from $17.4 million as a result of a decrease in the
Company's overall debt level.

During the nine months ended September 30, 2003, the Company
recorded a loss on the early retirement of debt of $34.0 million
compared to $2.9 million recorded in the same period of 2002.

The Company's net loss amounted to $53.5 million, or $0.35 per
share, for the nine months ended September 30, 2003 compared to a
net loss of $35.1 million, or $0.51 per share, for the same period
in 2002.

                    LIQUIDITY AND CAPITAL RESOURCES

The Company's working capital at September 30, 2003, increased by
$99.7 million to approximately $106.3 million compared to $6.6
million at December 31, 2002. The increase was primarily
attributed to $99.4 million of cash provided by financing
activities. The ratio of current assets to current liabilities was
4.7 to 1.0 at September 30, 2003 compared to 1.2 to 1.0 at
December 31, 2002.

Net cash used in operating activities in the three months ended
September 30, 2003 was $0.2 million compared to net cash used in
operating activities of $2.3 million in the three months ended
September 30, 2002. The decrease in operating cash outflow of $2.1
million is primarily the result of increased production levels and
lower production costs at the Cerro Bayo/Martha Mines. Net cash
used in investing activities in the third quarter of 2003 was $7.8
million compared to net cash used in investing activities of $3.2
million in the prior year's comparable period. The increase in
cash used in investing activities primarily resulted from an
increase in expenditures on mining assets associated with the
crusher relocation project at the Rochester mine. Net cash
provided by financing activities was $75.4 million in the third
quarter of 2003, compared to cash provided of $0.7 million in the
third quarter of 2002. The increase was primarily a result of
proceeds on issuance of common stock of $76.0 million, offset in
part by bank borrowing repayments of $0.5 million and retirement
of debt of $0.1 million. As a result of the above, cash and cash
equivalents increased by $67.4 million in the third quarter of
2003 compared to a decrease of $4.7 million for the comparable
period in 2002.

Net cash used in operating activities in the nine months ended
September 30, 2003 was $4.5 million compared to net cash used in
operating activities of $7.7 million in the nine months ended
September 30, 2002. The decrease in operating cash outflow of $3.2
million is primarily the result of increased inventory levels
associated with increased production levels at the Cerro
Bayo/Martha Mines. Net cash used in investing activities in the
nine months ended September 30, 2003 was $17.0 million compared to
net cash used in investing activities of $5.0 million in the prior
year's comparable period. The increase in cash used in investing
activities primarily resulted from an increase in capital
expenditures at the Cerro Bayo and Rochester mines for increased
development work and crusher relocation project. Net cash  
provided by financing activities was $99.4 million in the nine
months ended September 30, 2003, compared to cash provided of $5.2
million in the same period of the prior year. The increase was
primarily a result of proceeds on issuance of common stock of
$87.5 million and proceeds on the issuance of long-term debt of
$33.3 million offset in part by retirement of debt of $22.4
million. As a result of the above, cash and cash equivalents
increased by $77.8 million in the first nine months of 2003
compared to a decrease of $7.5 million for the
comparable period in 2002.

The Company has improved its working capital position since
December 31, 2002 by completing a series of transactions designed
to improve its capital structure. These transactions include:

During the third quarter of 2003, the Company completed a public
offering of 23,730,250 shares of common stock at a public offering
price of $3.40 per share, which included 3,095,250 shares
purchased by the underwriters at the offering price to cover over
allotments. The Company realized total net proceeds from the
offering, after payment of the underwriters' discount, of
approximately $76.0 million.

On July 7, 2003, the Company sold 0.2 million shares of common
stock to an institutional investor for an aggregate of $0.3
million, or $1.40 per share. The net proceeds from the sale of
shares were used to pay amounts owed by the Company's subsidiary,
Empresa Minera Manquiri S.A., a Bolivian corporation, under
contracts pursuant to which it obtained certain mineral rights in
Bolivia and for general corporate purposes. The sale of share was
effected pursuant to the Company's shelf registration statement.

On May 23, 2003, the Company sold 8.1 million shares of common
stock to an institutional investor for an aggregate of $10
million, or $1.23 per share. The Company also granted the investor
an option, exercisable within 30 days, to purchase an additional
1.2 million shares of common stock at a price of $1.23 per share.
The proceeds of the sale were used for general corporate purposes
and working capital needs, including the repayment of 13-3/8%
Notes and 6-3/8% Debentures. On June 20, 2003, the Company sold
1.2 million shares of common stock to the institutional investor
for an aggregate of $1.5 million, or $1.23 per share, in
connection with the above-referenced option. The sales of shares
were effected under the Company's shelf registration statement.

On February 26, 2003, the Company completed a private placement of
$37.2 million principal amount of 9% Notes. The net proceeds were
approximately $33.3 million. The 9% Notes are senior in right of
payment to the 6-3/8% and 7-1/4% Debentures. The 9% Notes are
convertible into Coeur common stock, at any time prior to maturity
at a conversion price of $1.60 per share, subject to adjustment.
Interest is payable semi-annually on February 15 and August 15 of
each year. The Company is entitled to elect to pay interest in
cash or stock, in its sole discretion. The 9% Notes are redeemable
at the option of the Company six months after issuance, subject to
certain conditions, and at the option of the holders in the event
of a change in control. Of the financial advisory fees paid by the
Company in connection with the issuance of the 9% Notes, the
Company elected to issue 0.6 million unregistered shares of common
stock valued at $1.54 per share in lieu of cash.

On March 7, 2003, the Company called for the redemption of
approximately $22.4 million principal amount of the outstanding
6-3/8% Debentures, which was funded by a portion of the proceeds
received from the sale of the 9% Notes. The debt was retired on
April 7, 2003.

Effective as of July 10, 2003, Coeur d'Alene Mines Corporation
entered into a series of agreements under which indebtedness of
the Company will be exchanged for or converted into shares of the
Company's common stock. The Company and each of the holders of the
Company's 9% Notes entered into an Early Conversion Agreement. The
amount of principal converted under the Early Conversion
Agreements was $32.6 million, and the common shares issued,
including interest, was approximately 27.5 million. After giving
effect to the exchanges contemplated by the Early Conversion
Agreements, an aggregate of $4.6 million of 9% Notes remain
outstanding. The Company recorded a loss on early retirement of
debt of $4.2 million in the third quarter of 2003 in conjunction
with these transactions.

During the nine months ended September 30, 2003, the holders of
$12.7 million principal amount of the Series I 13-3/8% Convertible
Senior Subordinated Notes due December 31, 2003 converted their
notes, under their original terms, into a total of 9.6 million
shares of common stock, including make whole interest payments.

During the nine months ended September 30, 2003, the holders of
the 6-3/8% Debentures due January 2004 exchanged $27.9 million
principal amount for 17.1 million shares of common stock and
holders of the 7-1/8% Debentures due October 2005 exchanged $2.1
million principal amount for 1.4 million shares of common stock.
In connection with these exchanges, the Company reported a loss on
the early retirement of debt of $29.6 million in the first nine
months of 2003.

At September 30, 2003, the Company had $86.9 million of cash and
cash equivalents and approximately $5.7 million available under
its working capital facility. Production ounces and production
costs are near budget for the year. Management therefore believes
that its existing and available cash and cash flow from operations
will allow it to meet its obligations for the next twelve months.
However, the Company may continue to seek various forms of
financing in the future.

                          *    *    *

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.


COVANTA: Ogden Debtors File 1st Amended Joint Liquidation Plan
--------------------------------------------------------------
Ogden New York Services, Inc. and 62 of its liquidating debtor-
affiliates delivered their First Amended Joint Plan of Liquidation
to the Court on September 28, 2003.  

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

    http://bankrupt.com/misc/ogden_1st_amended_plan_of_liquidation.pdf  

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

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

James L. Bromley, Esq., at Clearly, Gottlieb, Steen & Hamilton,
in New York, tells Judge Blackshear that the First Amended
Liquidation Plan provides for these modifications:

A. The Funding of the Implementation of the Liquidation Plan

   The Secured Creditor Direction and the DIP Lender Direction
   will operate to fund the implementation of the Liquidation
   Plan by requiring that up to $3,000,000 of the Liquidation
   Proceeds that would otherwise be transferred to Reorganized
   Covanta will remain in the accounts of the Liquidating Debtors
   and will be transferred by the Liquidating Trustee to the
   Operating Reserve and the Administrative Expense Claims
   Reserve in amounts not to exceed $500,000 for the Operating
   Reserve and up to $2,500,000 for the Administrative Expense
   Claims Reserve.

   However, to the extent that the sum of all the Cash in the
   accounts of the Liquidating Debtors is less than the amounts
   required by the Liquidating Debtors to fund the Operating
   Reserve and the Administrative Expense Claims Reserve in the
   amounts set forth on the Effective Date, then:

      (1) the Liquidating Trustee will transfer the sum of all
          the Cash in the Liquidating Debtors' accounts first to
          the Operating Reserve until it is funded in the amount
          of $500,000 and second to the Administrative Expense
          Claims Reserve; and

      (2) Reorganized Covanta will transfer the Operating Reserve
          Deficiency Amount to the Operating Reserve and the
          Administrative Expense Claims Reserve until the
          accounts are funded.

   The Operating Reserve and the Administrative Expense Claims
   Reserve will be used to fund the implementation of the
   Liquidation Plan.

B. Distribution of the Covanta Tulsa Collateral

   Covanta Tulsa Collateral are the assets of Covanta Tulsa,
   Inc., subject to a first priority lien and security interest.
   On the Effective Date, Covanta Tulsa will cause to be
   transferred to the Covanta Tulsa Secured Parties, as holders
   of the Allowed Covanta Tulsa Secured Claims, all rights, title
   and interest to the Covanta Tulsa Collateral free and clear of
   all Claims and Equity Interests in accordance with Section
   1141 of the Bankruptcy Code.

C. Order of Distributions

   Distributions will be made from the Liquidation Trust to the
   holders of Claims against the Liquidating Debtors, upon the
   realization of any Net Liquidation Proceeds from the Residual
   Liquidation Assets contained in the Liquidation Trust, which
   were not otherwise transferred pursuant to the Secured
   Creditor Direction or the DIP Lender Direction.  To the extent
   that the Liquidating Trustee is able to extract any Net
   Liquidation Proceeds from the Residual Liquidation Assets, the
   Net Liquidation Proceeds will be distributed in this manner:

      (1) The Liquidating Trustee will first deduct and pay
          itself any Liquidation Expenses incurred in extracting
          the Net Liquidation Proceeds; and

      (2) The Liquidating Trustee will distribute any remaining
          Net Liquidation Proceeds pro rata to:

             (a) the holders of Class 3A Claims, to the extent
                 that the Net Liquidation Proceeds are
                 attributable to a Liquidating Pledgor Debtor;
                 and

             (b) the DIP Lenders, to the extent that the Net
                 Liquidation Proceeds are attributable to a
                 Liquidating Non-Pledgor Debtor.

D. Time of Distributions

   Except as otherwise provided for in the Liquidation Plan by
   the Secured Creditor Direction or the DIP Lender Direction or
   ordered by the Court, distributions under the Liquidation Plan
   will be made on:

      (1) the Initial Liquidation Distribution Date, as to
          Priority Tax Claims and Priority Non-Tax Claims from
          the Operating Reserve and as to Administrative Expense
          Claims from the Administrative Expense Claims Reserve;
          or

      (2) any subsequent Liquidation Distribution Date.

   The Initial Liquidation Distribution Date will occur on the
   later of the Liquidation Plan Effective Date and the first
   business day after the date that is 30 calendar days after the
   date a Claim becomes allowed.  Each subsequent Liquidation
   Distribution Date will occur on the last business day of each
   calendar quarter if, on that date, prior to the distribution
   to holders of Allowed Claims, there are any Net Liquidation
   Proceeds.

D. Executory Contracts and Unexpired Leases

   The Liquidating Debtors reserve the right to add or remove
   executory contracts and unexpired leases to or from the
   Schedule of Assumed Contracts and Leases at any time prior to
   the Effective Date.  

   Unless a counterparty to an executory contract, unexpired  
   lease, license or permit objects to the applicable Liquidating
   Debtor's assumption in writing on or before seven days prior
   to the Confirmation Hearing, then, unless that executory
   contract, unexpired lease, license or permit has been rejected
   by the applicable Liquidating Debtor or will be rejected by
   operation of the Liquidation Plan, Reorganized Covanta will
   enjoy all the rights and benefits under each the executory
   contract, unexpired lease, license and permit without the
   necessity of obtaining the counterparty's written consent to
   assumption or retention of the rights and benefits.

E. The Administrative Expense Claim Reserve

   On the Effective Date, the Liquidating Trustee will establish
   the Administrative Expense Claims Reserve in order to pay all
   Administrative Expense Claims of the Liquidating Debtors.  The
   Administrative Expense Claims Reserve will be funded in an
   amount up to $2,500,000, pursuant to the Secured Creditor
   Direction.  The Liquidating Trustee will contribute the Cash
   to Reorganized Covanta on the latest to occur of the:

      (1) entry of the Final Order closing each of the
          Liquidating Debtors' Chapter 11 Cases;

      (2) Final Liquidation Determination Date; and

      (3) final payment of any Dissolution Expenses and Oversight
          Nominee Expenses, to the extent that there is any Cash
          in the Administrative Expense Claims Reserve.

F. Treatment of Claims and Equity Interests

   Class 3C Allowed Covanta Tulsa Secured Claims is a new
   classification of claim added to the amended Liquidation Plan.
   Class 3C Claims will be allowed in the aggregate amount of
   the value of the Covanta Tulsa Collateral.  On the Effective
   Date, Covanta Tulsa will cause to be transferred to the
   Covanta Tulsa Secured Parties as holders of the Allowed
   Secured Covanta Tulsa Secured Claims, the Tulsa Collateral in
   full settlement, release and discharge of the Class 3C Claims.
   As to voting right, the Class 3C Claims are impaired, and the
   holders of Allowed Class 3C Claims are entitled to vote to
   accept or reject the Liquidation Plan. (Covanta Bankruptcy
   News, Issue No. 38; Bankruptcy Creditors' Service, Inc.,
   609/392-0900)    


CREDIT STORE: Ch. 7 Trustee Taps Stulken Peterson as Accountant
---------------------------------------------------------------
John S. Lovald, the Chapter 7 Trustee overseeing the liquidation
of The Credit Store, Inc.'s estate, asks the U.S. Bankruptcy Court
for the District of South Dakota for permission to employ a
Certified Public Accountant to represent or assist him in carrying
out his duties.

The Trustee tells the Court that he wants to hire Stulken Peterson
& Associates to provide assistance with:

     - various tax returns, both state and federal need to be
       filed to bring The Credit Store current for actives
       conducted in calendar year 2002;

     - take advantage of the large tax loss to shelter taxable
       transfers during administration, wherein missing returns
       must be filed; and

     - such other tax accounting services as may be necessary.

Kevin Stulken of Stulken Peterson, is a certified public
accountant and is qualified by reason of practice and experience,
previously performed for Trustee, to render such representation or
assistance.

Mr. Stulken's hourly rates will be $115 per hour.  Other
professionals working in this case and their hourly rates are:

          Dave Lingle           $100 per hour
          James Walti           $65 per hour
          Kathy Englund         $80 per hour
          Steve Corbin          $55 per hour
          Sevena Beastrom       $50 per hour

The Credit Store, Inc., is primarily in the business of providing
credit card products to consumers who may otherwise fail to
qualify for a traditional unsecured bank credit card.  The Company
filed for chapter 11 protection on August 15, 2002 before it
converts its case under Chapter 7 on February 4, 2003 (Bankr.
S.Dak. Case No. 02-40922).  Mark E. Andrews, Esq., at Neligan
Tarpley, Andrews & Foley, LLP represents the Debtor as it winds
down its operation.  When the Company filed for protection from
its creditors, it listed $68 million in assets and $69 million in
debts.


DANA CORP: Reports Stronger Third-Quarter 2003 Financial Results
----------------------------------------------------------------
Dana Corporation (NYSE: DCN) announced third-quarter net income
totaling $61 million, or 41 cents per share, on sales of $2.4
billion. These results are a significant improvement over net
income of $4 million, or 2 cents per share, on sales of $2.4
billion during the same period last year.

Third-quarter 2003 net income of $61 million included $9 million
in after- tax gains from the continued reduction of Dana Credit
Corporation assets, and $9 million in after-tax gains from early
retirement of debt. Excluding these items, quarterly net income
totaled $43 million, or 29 cents per share. Third-quarter 2002
reported net income of $4 million included $40 million in after-
tax charges associated with the company's restructuring plan and
$6 million of after-tax income from divested businesses classified
as "discontinued operations." Excluding these items, third-quarter
2002 net income totaled $38 million, or 26 cents per share.

"The plan we initiated two years ago is now yielding results,
achieving or surpassing every goal associated with it," said Bill
Carroll, Dana's Acting President and Chief Operating Officer. "Our
performance, evident in today's reported results, continues to
validate our strategic course. We're doing what we said we'd do.
We are delivering world-class support to our customers, our
margins are improving, we are paying down debt, and we are
increasing the dividend payout to our shareholders."

Looking ahead to 2004, Mr. Carroll noted that, "We expect that the
costs associated with our seven concurrent product launches will
be largely behind us, and that we will begin to deliver full
returns on these programs. Coupled with a steadily improving
heavy-truck market and stability in the light-truck market, we
believe Dana is positioned for further improved performance next
year."

                 Nine-Month Results Improved

In the first nine months of 2003, Dana's net income totaled $154
million, or $1.04 per share, on sales of $7.4 billion. This
compares favorably to a loss of $173 million, or $1.16 per share,
on sales of $7.3 billion during the first nine months of 2002.
Nine-month net income in 2003 included net gains from divestitures
and the repurchase of debt, and losses from discontinued
operations. Net income in the period in 2002 reflected a charge of
$220 million, or $1.48 per share, associated with the required
adoption of FAS 142 related to accounting for goodwill, as well as
restructuring charges, divestiture gains, and income from
discontinued operations.

                  Net Debt-to-Capital Reduced;
               Asset Reduction Continues at DCC

"During the third quarter, we used a portion of the divestiture
proceeds we received earlier this year to repurchase some of our
long-term bonds at attractive prices," said Dana Chief Financial
Officer Bob Richter. "We bought back bonds with a face value of
$158 million, generating an after-tax gain of $9 million. This
helped bring our ratio of net debt-to-capital at Sept. 30,
exclusive of DCC, down to 50.7 percent from 57.0 percent at the
beginning of the year.

"We also reduced DCC assets by another $70 million during the
quarter," he said. "This brings the total asset reduction since we
began the program in October 2001, to $780 million through
September 30th, with a cumulative net after-tax gain of $58
million."

                 2003 Net Income Forecast Raised;
                     2004 Guidance Reaffirmed

"We look forward to building on the momentum of all that we have
accomplished over the last two years," Mr. Richter added. "On the
strength of the third-quarter results, we are again raising our
guidance for 2003 full- year net income to a range of $210 to $220
million and reaffirming our belief that earnings in 2004 will be
at least $300 million, which would be just over $2 per share."

            Dividend Increased to 6 Cents per Share
                   for the Fourth Quarter

On Oct. 21, Dana announced that it would raise its dividend to 6
cents per share for the fourth quarter. "We are pleased that our
continuing success in executing our restructuring plan has enabled
us to provide our shareholders with this dividend increase," said
Glen Hiner, Dana's Acting Chairman. "We committed to our
shareholders that we would revisit our dividend policy as our
results approached what could be considered 'investment grade'
performance. Our confidence that our net debt-to-capital will be
below 50 percent by year- end moves us toward that goal.
Increasing the dividend at this time is also consistent with our
expectation of continued improvement in earnings and cash flow."

He added, "This action reflects the strong belief of Dana that
dividends are an important component of the total return that Dana
provides to our shareholders."

Dana -- whose $250 million debt issue is rated by Standard &
Poor's at 'BB' -- is a global leader in the design, engineering,
and manufacture of value-added products and systems for
automotive, commercial, and off-highway vehicle manufacturers and
their related aftermarkets.  The company employs more than 60,000
people worldwide.  Founded in 1904 and based in Toledo, Ohio, Dana
operates hundreds of technology, manufacturing, and customer
service facilities in 30 countries.  The company reported 2002
sales of $9.5 billion.


DEVON MOBILE: Judge Walsh Confirms Liquidating Chapter 11 Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware confirmed
Devon Mobile Communications, LP and its debtor-affiliates' Chapter
11 Liquidating Plan after finding that the Plan complies with each
of the 13 standards articulated in Section 1129 of the Bankruptcy
Code:

      (1) the Plan complies with the Bankruptcy Code;
      (2) the Debtors have complied with the Bankruptcy Code;
      (3) the Plan was proposed in good faith;
      (4) all plan-related cost and expense payments are
          reasonable;
      (5) the Plan identifies the individuals who will serve as
          officers and directors post-emergence;
      (6) no governmental regulatory commission has
          jurisdiction, after confirmation of the Plan over the
          Debtors or the Liquidation Trust;
      (7) creditors receive more under the plan than they would
          in a chapter 7 liquidation;
      (8) even the Plan does not comply with the absolute
          priority rule the Plan does not discriminate unfairly
          and is fair and equitable under the Bankruptcy Code;
      (9) the Plan provides for full payment of Priority Claims;
     (10) at least one non-insider impaired class voted to
          accept the Plan;
     (11) the Plan is feasible and confirmation is unlikely to
          be followed by a liquidation or need for further
          financial reorganization;
     (12) all amounts owed to the Clerk and the U.S. Trustee
          will be paid; and
     (13) no retiree benefits exist in this case.

Any executory contracts or unexpired leases, which have not
expired by their own terms shall be deemed rejected by the Debtors
on the Effective Date.  

On the Effective Date all assets of the Debtors' Estates that are
not otherwise distributed as of that time, including all Causes of
Action that were or could be asserted by the Debtors, shall be
assigned to the Liquidation Trust free and clear of all liens,
claims, encumbrances and interests of any nature.

Devon Mobile Communications, L.P., a personal communications
service company is owned by Aldelphia Communications by 49.09%.  
The Company filed for chapter 11 protection on August 19, 2002
(Bankr. Del. Case No. 02-12431).  J. Kate Stickles, Esq., Norman
L. Pernick, Esq., at Saul, Ewing LLP and Gerard S. Castellano,
Esq., at Brown Raysman Millstein Felder & Steiner LLP represent
the Debtor in its restructuring efforts.  When the Company filed
for protection from its creditors, it listed $142,685,814 in total
assets and $64,782,532 in total debts.


DIRECT GENERAL: A.M. Best Ups Units' Fin'l Strength Ratings to B
----------------------------------------------------------------
Direct General Corporation (Nasdaq: DRCT) announced that A.M. Best
has upgraded the financial strength ratings of three of the
Company's property and casualty insurance subsidiaries, Direct
General Insurance Company, Direct Insurance Company and Direct
General Insurance Company of Mississippi, to B (Fair) from B-
(Fair). Best's rating outlook for these companies is stable.

Direct General Corporation, headquartered in Nashville, Tennessee,
is a financial services holding company whose principal operating
subsidiaries provide non-standard personal automobile insurance,
term life insurance, premium finance and other consumer products
and services through neighborhood sales offices staffed primarily
by employee-agents. Direct's operations are concentrated in the
southeastern part of the United States. Additional information
about Direct can be found online at http://www.direct-general.com


DOW CORNING: Reports Flat Third-Quarter 2003 Financial Results
--------------------------------------------------------------
Dow Corning Corp., reported consolidated net income of $47 million
for the third quarter of 2003, flat with the same quarter of 2002,
after excluding restructuring expenses incurred in 2002. Through
three quarters of 2003, net income was $137 million, 18 percent
higher than the $116 million reported in the same period of 2002,
after excluding restructuring expenses incurred in 2002.

Third-quarter 2003 sales were $723 million, 6 percent growth above
sales of $680 million in last year's third quarter. Through three
quarters of 2003, sales were $2.09 billion, a 10 percent increase
from sales of $1.91 billion in the same period last year.

"Sales growth was enhanced by a broad range of innovative
technologies and solutions tailored to meet customers' exact
needs, by stronger foreign currencies, and by previously announced
acquisitions," said Dow Corning's chief financial officer J.
Donald Sheets. "In addition, our restructuring investments are
paying off in improved profitability."

Dow Corning filed for chapter 11 protection on May 15, 1995
(Bankr. E.D. Mich. Case No. 95-20512), to resolve silicone
implant-related tort liability.  Judge Spector confirmed Dow
Corning's Plan of Reorganization in the bankruptcy court years
ago.  Judge Hood in the U.S. District Court for the Eastern
District of Michigan now presides over Dow Corning's chapter 11
cases.  Four appeals from the Dow Corning's bankruptcy cases
remain to be resolved in the District Court or by the United
States Court of Appeals for the Sixth Circuit.

Dow Corning -- http://www.dowcorning.com-- provides performance-
enhancing solutions to serve the diverse needs of more than 25,000
customers worldwide. A global leader in silicon-based technology
and innovation, offering more than 7,000 products and services,
Dow Corning is equally owned by The Dow Chemical Company (NYSE:
DOW) and Corning, Incorporated (NYSE: GLW). More than half of Dow
Corning's annual sales are outside the United States.


DT INDUSTRIES: S&P Junks Corporate Credit Rating Down at CCC+
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on DT Industries Inc. to 'CCC+' from 'B-' and removed them
from CreditWatch where they had been placed on Sept. 11, 2003. The
outlook is negative.     

"We are concerned that the company will be challenged to fully
meet early July 2004 debt maturities, despite some ongoing
progress in debt reduction," said Standard & Poor's credit analyst
Nancy Messer.

DTII is attempting to refinance the existing credit facility and
to sell assets to satisfy obligations under the existing credit
facility due July 2004.

Dayton, Ohio-based DTII has total balance sheet debt of about $40
million. Its equipment is used to manufacture, test, or package a
variety of industrial and consumer products.

DTII has suffered from falling sales and poor profitability during
the past few years, primarily because of the weak U.S.
manufacturing sector and low industrial capital investment, which
has increased financial stress and liquidity challenges.

DTII's $42 million senior credit facility matures on July 2, 2004.
The company's credit facility lenders recently agreed to a 14th
amendment waiving covenant defaults for the June 29 fourth quarter
of fiscal 2003 and the September 2003 first quarter of fiscal
2004. The amendment also revised financial covenants and reduced
the revolving loan commitment to $42 million from $45 million.
Under the agreement, DTII is required to reduce the outstanding
principal balance under the revolving credit facility over the
very near term or face increased interest and/or fees. DTII had
borrowings and letters of credit totaling about $41 million drawn
against the facility at June 29, 2003. DTII had $5 million of cash
on the balance sheet as of June 29, having generated $6 million of
cash in 2003.


DYNEGY: Enters Pact with Accenture to Cut Corp. Technology Costs
----------------------------------------------------------------
Dynegy Inc. (NYSE:DYN) and Accenture (NYSE:ACN) have entered into
a multi-year, multi-million dollar agreement under which Accenture
has agreed to assist Dynegy in reducing costs across its key
support functions. The agreement will initially focus on
information technology, procurement, human resource and financial
systems.

The agreement follows Accenture's participation in a Dynegy
internal initiative, launched in early 2003, that focused on
identifying opportunities for Dynegy to improve its operational
efficiencies and transition to a more flexible operating model.
Known as the value creation project, the ongoing initiative was
also designed to support the company's need for a scalable service
delivery model in the corporate and staff functions.

"This agreement with Accenture will translate into tens of
millions of dollars in savings for Dynegy over the coming years,
and bring our cost structure further into alignment with the needs
of our business units," said Blake Young, executive vice
president, Administration and Technology, Dynegy Inc.

As part of a co-sourcing arrangement in the IT area, Dynegy will
maintain architectural and strategic responsibility for its
technology investment while relying on Accenture for the delivery
of infrastructure and application services. As a result of the
agreement, Dynegy's IT headcount will be reduced by approximately
100 positions. All of these employees will be considered for
employment by Accenture as part of the Dynegy co-sourcing team.

In its procurement function, Accenture will work with Dynegy to
develop a comprehensive supply chain management process. Accenture
will support sourcing of services and materials to reduce costs
and improve efficiency, as well as assist in developing and
implementing policies, procedures and management tools to support
the achievement of these benefits.

Accenture will also help Dynegy maximize its recent investment in
integrated financial and human resource system technologies by
implementing critical process changes and technology enhancements
to improve efficiencies and controls.

"Given the solid results following their corporate restructuring,
this new project builds on the management culture of efficiency
and productivity at Dynegy," said Paul Calvin, managing partner of
Accenture's Energy industry group in North America. "This
agreement will also serve as a cornerstone for Accenture's
offerings to companies engaging in similar business activities."

Accenture is a global management consulting, technology services
and outsourcing company. Committed to delivering innovation,
Accenture collaborates with its clients to help them become high-
performance businesses and governments. With deep industry and
business process expertise, broad global resources and a proven
track record, Accenture can mobilize the right people, skills, and
technologies to help clients improve their performance. With more
than 83,000 people in 47 countries, the company generated net
revenues of US$11.8 billion for the fiscal year ended Aug. 31,
2003. Its home page is http://www.accenture.com  

Dynegy Inc. provides electricity, natural gas, and natural gas
liquids to wholesale customers in the United States and to retail
customers in the state of Illinois. The company owns and operates
a diverse portfolio of energy assets, including power plants
totaling approximately 13,000 megawatts of net generating
capacity, gas processing plants that process more than 2 billion
cubic feet of natural gas per day and approximately 40,000 miles
of electric transmission and distribution lines.

As reported in Troubled Company Reporter's August 5, 2003 edition,
Fitch Ratings assigned a 'B' rating to Dynegy Holdings Inc.'s
$700 million 10.125% second priority senior secured notes due
2013, $520 million 9.875% second priority senior secured notes due
2010, and $225 million floating rate second priority senior
secured notes due 2008 priced at Libor plus 6.50%.

Fitch also assigned a 'CCC+' rating to Dynegy Inc.'s $175 million
4.75% convertible subordinated debentures due 2023. DYN's
convertible debentures are guaranteed on a senior unsecured basis
by DYNH. The DYNH Notes and the DYN convertible debentures are
being sold through private placement. In addition, DYNH's
outstanding $360 million Term B loan is upgraded to 'B+' from 'B'
as a result of improved collateral coverage following application
of the Note proceeds. The Rating Outlook for the DYN and its
affiliates is changed to Positive from Stable.


ENRON CORP: ENA Examiner Wants to Obtain Docs. from KPMG and PwC
----------------------------------------------------------------
Pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure, Enron North America Examiner Harrison J. Goldin seeks
the Court's authority to:

   (a) obtain initial document discovery from KPMG LLP; and

   (b) issue subpoenas to compel the attendance of current and
       former partners or employees of PricewaterhouseCoopers
       LLP to oral examination.

KPMG is an accounting firm that provided audit services to LJM
Cayman LP and LJM2 Co-Investment, LP.  PwC, on the other hand, is
an accounting firm that provided two fairness opinions to Enron
regarding its Rhythms and Raptor I special purpose entity
transactions and provided tax consulting and structural
consulting services to LJM Cayman, Southampton LP and LJM2.

Martin G. Bunin, Esq., at Thelen Reid & Priests LLP, in New York,
explains that the review of KPMG documents is necessary and
appropriate for Mr. Goldin to investigate and report on matters
concerning his role as ENA Examiner.  Mr. Bunin assures the Court
that the request is not duplicative of prior discovery by the
Enron Examiner, the Committee or other parties-in-interest in
these cases. (Enron Bankruptcy News, Issue No. 84; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


FAIRPOINT COMMS: Third-Quarter Conference Call Slated for Nov. 6
----------------------------------------------------------------
FairPoint Communications, Inc., will hold a conference call to
discuss its Third Quarter ended September 30, 2003 Financial
Results and provide an update on the current events of the
Company.  A Q&A session will follow management's discussion.

The Conference call will be held at 10:00 a.m., on Thursday,
November 6, 2003.  Those individuals interested in participating
should call (877) 268-0776 at 9:50 a.m. (ET) and inform the
Conference Coordinator that you are participating in the FairPoint
call.  The Conference Coordinator will give you instructions on
the call at that time.

The call will be recorded and available to those who are unable to
participate.  Please call (800) 642-1687 and enter the pin code,
which is 3411846, to access the recording.  The recording will be
available Thursday November 6, 2003, at 2:00 p.m., ending Friday
November14 at 11:59 p.m. (ET).

Also, the earnings call may be accessed via an Internet web cast
and rebroadcast at http://www.fairpoint.comunder our "Investor  
Relations" link and "Quarterly Earnings" on November 6th beginning
at 10:00 am ET.

FairPoint Communications (S&P, B+ Corporate Credit and BB- Credit
Facility Ratings, Stable) is one of the leading providers of
telecommunications services to rural communities across the
country. Incorporated in 1991, the company's mission is to acquire
and operate telecommunications companies that set the standard of
excellence for the delivery of service to rural communities.  
Today, FairPoint owns and operates 25 rural local exchange
companies located in 17 states.  The company serves customers with
approximately 247,100 access line equivalents (Voice plus DSL) and
offers an array of services including local voice, long distance,
data, Internet, and DSL.
    

FEDERALPHA STEEL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: FederAlpha Steel LLC
        111 West Washington
        Suite 1525
        Chicago, Illinois 60602

Bankruptcy Case No.: 03-43059

Type of Business: FederAlpha Steel LLC is Leroux Steel and Alpha
                  Steel Corp.'s joint venture in the Midwest.  
                  Headquartered in Peotone, the company is one of
                  the largest structural steel supplier in the
                  region.

Chapter 11 Petition Date: October 21, 2003

Court: Northern District of Illinois (Chicago)

Judge: A Benjamin Goldgar

Debtor's Counsel: Stephen T. Bobo, Esq.
                  Sachnoff & Weaver, Ltd.
                  30 South Wacker Drive
                  Suite 2900
                  Chicago, IL 60606
                  Tel: 312-207-1000

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
------                      ---------------       ------------
LTV Copperweld              Trade Debt              $1,562,104
PO Box 642741
Pittsburgh, PA 15264-2741
Attn: Copperweld
   1885 E. 122nd St.
   Chicago, IL 60633
   Dick Shirra &   
   John Simon
   Tel: 800-733-5683
   Fax: 773-646-7874

Chaparral Steel             Trade Debt              $1,466,972
PO Box 840547
Dallas, TX 75284-0547

300 Ward Road
Midlothian, TX 76065-9998
Attn: Bill Dickert
      Rudy Urban
Tel: 972-779-1230                            
Fax: 972-779-1236

Nucor Yamato                Trade Debt              $1,212,976
PO Box 101418
Atlanta, GA 30392

Hwy 18E
Armorel, AK 72310
Attn: Joe Stratman
Tel: 800-289-6977
Fax: 870-762-1130

Leaseway Logistics          Trade Debt                $424,977
A. Penske Co.
Box 87780-5070
Philadelphia, PA 19182-5070

3000 Auburn Drive
Beachwoord, OH 44122
Attn: Gary Franz
Tel: 216-765-5516
Fax: 216-765-5665

Wirth Limited               Trade Debt                $276,062
1 Westmont Square
Suite 200
Montreal, Quebec H3Z2P9
Canada
Attn: Doug Thompson
Tel: 514-939-5555
Fax: 514-939-2233

Crown Steel                 Trade Debt                $207,420  

Duferco Steel               Trade Debt                $187,955

Bayou Steel Corp.           Trade Debt                $184,148

SMI Steel                   Trade Debt                $176,392

Gerdeau Ameristeel          Trade Debt                $146,626

Beta Steel                  Trade Debt                $138,147

Strassy's Service System    Trade Debt                 $99,568

T.G. Trucking               Trade Debt                 $80,678

Walz-On                     Trade Debt                 $78,740

Leavitt Tube Company        Trade Debt                 $62,972

Mild America             Trade Debt                 $44,999

Sylvania Steel              Trade Debt                 $43,285

Nucor Steel Berkeley        Trade Debt                 $42,510

Metron Steel Division       Trade Debt                 $38,472

Van Baren Cartage           Trade Debt                 $32,528


FLOW INT'L: Appoints Stephen D. Reichenbach Vice President & CFO
----------------------------------------------------------------
Flow International Corporation (Nasdaq: FLOW), the world's leading
developer and manufacturer of ultrahigh-pressure waterjet
technology equipment used for cutting, cleaning (surface
preparation) and food safety applications, has appointed Stephen
D. Reichenbach as Vice President and Chief Financial Officer.  

Reichenbach will oversee all of FLOW's financial functions from
the company's headquarters in Kent, Washington, and report
directly to Stephen R. Light, FLOW's President and Chief Executive
Officer.

Reichenbach previously served as Flow International's CFO from
1996-2001, when he was appointed CFO of the company's wholly owned
Avure Technologies subsidiary.  He has served in the additional
capacity of interim CFO of Flow International since November 2002.

"Steve brings a thorough knowledge of FLOW's diverse operations,
personnel, markets and challenges to the role of CFO," said
Stephen R. Light, Flow's President and Chief Executive Officer.  
"I believe that Steve's positive relationships with our lenders
and investors will yield prompt benefits as we undertake the
numerous restructuring initiatives and improvement projects
already underway, and as we begin to resume profitable growth
during the next two years and well into our future."

Reichenbach joined Flow International in September 1992 when the
company acquired Spider Staging Corporation.  He was appointed
Treasurer in March 1993, Vice President of Finance in 1996, and
Executive Vice President in March 1997.  Before joining FLOW,
Reichenbach served as Controller at Spider Staging Corporation,
and was an accountant with Ernst & Whinney.

Flow -- whose July 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $1.3 million -- provides
total system solutions for various industries, including
automotive, aerospace, paper, job shop, surface preparation, and
food production. For more information, visit
http://www.flowcorp.com


GEORGETOWN STEEL: Wants to Hire Ordinary Course Professionals
-------------------------------------------------------------
Georgetown Steel Company, LLC asks for the U.S. Bankruptcy Court
for the District of South Carolina's authority to employ and
compensate professionals in the ordinary course of its business.

The Debtor reports that it retains the services of approximately
15 professionals to represent it in the ordinary course of
business.  These Ordinary Course Professionals are generally
engaged in connection with actions brought against the Debtor in a
variety of localities and jurisdictions throughout the United
States and for services such as consulting on various legal
issues, employee issues, public relations issues and auditing
issues.

Because of the number and diversity of the professionals that are
regularly retained by the Debtor, it would be wasteful and
burdensome to both the Debtor and this Court to request each such
Ordinary Course Professional to apply separately for approval of
their employment and compensation. Instead, the Debtor proposes
that it be permitted to pay, without formal application to the
Court by any Ordinary Course Professional or by the Debtor, the
interim fees and disbursements to each of the Ordinary Course
Professionals upon the submission of an appropriate invoice
setting forth in reasonable detail the nature of the services
rendered, so long as such payment does not exceed $50,000 per
month for all Ordinary Course Professionals or $10,000 per month
for any one Ordinary Course Professional.

The Debtor submits that the continued employment and post-petition
compensation of the Ordinary Course Professionals is in the best
interest of the Debtor's estate, creditors, and other parties in
interest. While generally the Ordinary Course Professionals wish
to represent the Debtor on an ongoing basis, the Debtor expects
that some may be unwilling to do so if they are unable to be paid
on a regular basis for post-petition services rendered. Moreover,
if the expertise and background knowledge of certain of these
Ordinary Course Professionals with respect to the particular areas
and matters for which they were responsible prior to the Petition
Date is lost, the estate will undoubtedly incur additional
unnecessary expenses, as other professionals without such
background and expertise will have to be retained and then be paid
to do work already performed by the Ordinary Course Professionals.

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.


GRUPO IUSACELL: Third-Quarter Net Loss Balloons to $2.5 Billion
---------------------------------------------------------------
Grupo Iusacell, S.A. de C.V. (NYSE: CEL) (BMV: CEL) announced
results for the third quarter ended September 30, 2003.

                        Financial Results

Changes in accounting policies: In the third quarter of 2003
Iusacell conducted a series of changes in its accounting policies.  
The changes are in accordance with Mexican GAAP and in agreement
with its independent auditors.

Iusacell decided to write off some intangible assets in accordance
with recently released accounting pronouncements by the Mexican
Accounting Institute, which requires, among other things,
intangible assets to produce measurable cash flows. Consequently,
the Company decided to amortize approximately $762 million of
other assets derived from preoperative and installation expenses
related mainly to PCS operations, and other differed charges.

The Company also decided to follow a more prudent approach in
relation to deferred income taxes.  Since Iusacell cannot assure
the recovery of some of its tax loss carry forwards, $192 million
of deferred income tax was cancelled, and the effect is presented
as an extraordinary item. Additionally, $164 million of deferred
expenses related to the original issuance of debt were also
cancelled as an extraordinary item in the quarter.

Iusacell is now expensing the postpaid handsets-related costs
rather than amortizing it within the average life of the postpaid
contracts. Consequently, $157 million representing the balance of
the 2003 amortization cost was expensed in the quarter.
Additionally, the charges applied retroactively to January 1,
2003, were reclassified from amortization to cost. This
reclassification impacted EBITDA for the quarter with an
additional $223 million.

Resulting from the more conservative criteria regarding revenue
recognition from prepaid cards, the account of deferred
liabilities (sale of services not yet consumed) was updated by $80
million of deferred liabilities rather than revenues.

After conducting a comprehensive review of the Company's assets
during this quarter, Iusacell decided to adjust the inventory of
spare parts and some network components, resulting in a $60
million increase in the provision for obsolete equipment.

Operational change: As part of the operational streamlining and in
order to better focus on active customers, Iusacell reduced the
period in which a prepaid customer can receive incoming calls but
cannot make outgoing calls from 305 and 275 days (depending on the
amount of airtime previously charged) to 90 days.

This policy change identified approximately 437,000 existing
prepaid customers who have not utilized Iusacell's network
services in an extended period of time. These inactive accounts
were turned over in an extraordinary subscribers write-off.  As of
September 30, 2003 subscribers totaled 1.5 million.

Revenue in the quarter decreased 8% from the previous quarter and
21% from the year ago period to $1,066 million, as a result of the
update of deferred liabilities, lower subscriber base and lower
ARPUs.

Cost of sales in the third quarter of 2003 increased 99% from the
year ago period driven mainly by changes in accounting policies,
from $457 million to $912 million.

Operating expenses: sales and advertising expenses in the quarter
declined slightly year over year due primarily to fewer gross
subscriber additions.  As a percentage of revenues, sales and
advertising expenses increased from 24% to 31% in the third
quarter of 2003, resulting from lower revenues in the period.

EBITDA was mainly affected by lower revenues as well as changes in
accounting policies during the quarter, ending with a negative
$395 million for the period.

Depreciation and amortization expenses of $285 million in the
third quarter of 2003 also were affected by the accounting
adjustments particularly derived from the reclassification of
handset amortization as part of the cost.

Operating loss in the quarter increased from the $98 million
recorded last year to $680 million in the current quarter driven
by the changes in accounting policies and lower revenues.

Integral financing cost in the quarter ended with $658 million,
compared to $440 million in the same quarter of last year. The
result was mainly driven by a $500 million foreign exchange loss
resulting from the 5% depreciation of the peso against the U.S.
dollar in the quarter. Interest expense increased $15 million in
the third quarter of 2003, compared to the same period of 2002
as a result of the 11% peso depreciation in the twelve-month
period ended September 30, 2003.

Net loss in the quarter of $2,510 million was the result of
changes in accounting policies and higher integral financing
costs. This compares to a net loss of $517 million in the year ago
period.

Capital expenditures: Iusacell invested approximately US$6.5
million in its regions during the third quarter of 2003 to expand
coverage.

Debt: As of September 30, 2003, including trade notes payable and
notes payable to related parties, debt totaled US$811 million. All
of the Company's debt is U.S. dollar-denominated.

As previously communicated, most of the Company's financial debt
is classified as current in the Balance Sheet presented herein, in
accordance with Mexican GAAP.


HARKEN ENERGY: Converts 7% Senior Notes to Common Stock Shares
--------------------------------------------------------------
Harken Energy Corporation (Amex: HEC) has exercised its rights to
mandatorily convert its 7% Senior Convertible Notes due 2007 that
were issued before January 31, 2003, for shares of Harken common
stock.

Pursuant to the terms of the 7% Notes, Harken has designated
November 24, 2003 as the mandatory conversion date. On the
mandatory conversion date, each 7% Note outstanding as of that
date will be converted to shares of Harken common stock equal to
the principal amount of the 7% Notes to be converted, plus accrued
and unpaid interest thereon through the mandatory conversion date,
divided by the appropriate conversion price set by the 7% Notes.
Currently, there is approximately $4,222,000 principal amount of
7% Notes outstanding, which would result in an issuance of up to
approximately 11,850,919 shares of common stock upon mandatory
conversion.

Harken also announced today that it has provided notice of its
election to redeem the 5% Convertible Note Due November 26, 2003.
The notice provides that the 5% Note will be redeemed in shares of
Harken common stock on November 26, 2003, the designated
redemption date. In accordance with the terms of the 5% Note, on
the redemption date, Harken will issue approximately 8,566,651
shares of its common stock which is equal to 115% of the sum of
the current outstanding principal balance of the 5% Note of
$5,669,706.77, plus accrued and unpaid interest through that date,
divided by the approximate redemption rate of $0.78 as calculated
under the terms of the 5% Note.

Harken's Chairman, Alan G. Quasha, stated, "Harken is nearing the
end of its restructuring phase, and we expect to end the year with
a strong balance sheet. We are now turning our attention to
significantly growing our assets, earnings and cash flow."

As previously reported, Harken Energy Corporation retained Petrie
Parkman & Co., Inc., to evaluate its domestic oil and gas assets
and to make recommendations to maximize their value. Harken's
domestic assets currently consist of its productive properties
and prospects along the Gulf Coast of Texas and Louisiana, as
well as the Panhandle region of Texas.

Harken's management has spent the last few months actively
restructuring the liability side of its balance sheet and
examining and taking action on its cost structure. While Harken is
still burdened with significant long-term debt, the Company has
effectively dealt with most of its short-term debt without causing
excessive dilution.


HIBERNIA FOODS: KPMG LLP Places Company into Receivership
---------------------------------------------------------
Hibernia Foods plc (Nasdaq:HIBNE), a leading European manufacturer
of branded cakes, branded and private-label ready-meals and
branded and private-label frozen desserts, announced that KPMG
LLP, accountants for General Motors Acceptance Corporation, has
placed Hibernia Foods into receivership for a financial
obligation.

This financial obligation is in relation to GMAC's 17.25 million
Pounds Sterling factoring facility.


IMPATH INC: Section 341(a) Meeting Convening on November 18
-----------------------------------------------------------
On September 28, 2003, IMPATH Inc. together with its debtor-
affiliates filed for Chapter 11 protection from its creditors in
the U.S. Bankruptcy Court for the Southern District of New York.

The United States Trustee will convene a meeting of creditors on
November 18, 2003, at 2:00 p.m. Eastern Time to be held at 80
Broad Street, Second Floor, New York, NY 10004. This is the first
meeting of creditors as required pursuant to Section 341(a) of the
Bankruptcy Code.

The Debtors' representative is required to appear at the meeting
of creditors for the purpose of being examined under oath by the
U.S. Trustee and creditors about the Debtors' financial affairs
and operations. Attendance by creditors at the meeting is welcomed
but not required. The meeting may be continued or adjourned
without further written notice.

Headquartered in New York, New York, Impath Inc., together with
its subsidiaries, is in the business of improving outcomes for
cancer patients by providing patient-specific diagnostic and
prognostic services to pathologists and oncologists, providing
products and services to biotechnology and pharmaceutical
companies, and licensing software to hospitals, laboratories, and
academic medical centers. The Company filed for chapter 11
protection on September 28, 2003 (Bankr. S.D.N.Y. Case No. 03-
16113).  George A. Davis, Esq., at Weil, Gotshal & Manges, LLP
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$192,883,742 in total assets and $127,335,423 in total debt.


INTERLIANT: Court Stretches Plan Exclusivity through Nov. 27
------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Southern District of
New York, Interliant, Inc., now known as I Successor Corp., and
its debtor-affiliates obtained an extension of their exclusive
periods.  The Court gives the Debtors until November 27, 2003, the
exclusive right to file their plan of reorganization and until
January 22, 2004, to solicit acceptances of that Plan.

Interliant, Inc. is a provider of Web site and application
hosting, consulting services, and programming and hardware design
to support the information technologies infrastructure of its
customers. The Company filed for chapter 11 protection on August
5, 2002 (Bankr. S.D.N.Y. Case No. 02-23150). Cathy Hershcopf,
Esq., and James A. Beldner, Esq., at Kronish Lieb Weiner &
Hellman, LLP represent the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed $69,785,979 in assets and $151,121,417 in debts.


IT GROUP: Commonwealth Energy Seeks Stay Relief to Pursue Action
----------------------------------------------------------------
On April 11, 1991, IT Group, Inc. and Commonwealth Energy System
as successor to COM/Energy Freetown Realty executed an
Environmental Services Agreement with The IT Group, Inc.  

Pursuant to the terms of the Agreement, the Debtor agreed, among
other things, to perform certain environmental investigation and
remediation services on Commonwealth Energy's behalf at a site
formerly owned by Commonwealth Energy and located in Freetown,
Massachusetts.  The Agreement required the Debtor to maintain
certain minimum levels of insurance, including $1,000,000 in
Comprehensive General Liability/Contractual Liability insurance.

On August 27, 1998, Commonwealth Energy filed a complaint in the
Commonwealth of Massachusetts, Norfolk Superior Court in Dedham,
Massachusetts, alleging, among other things, that the Debtor
negligently failed to perform its obligations under the
Agreement.  Commonwealth Energy timely filed a proof of claim
relating to the lawsuit.

The State Court Litigation was scheduled for hearing prior to the
Petition Date.  However, further prosecution of the State Court
Litigation was stayed by the imposition of the automatic stay.

Accordingly, Commonwealth Energy asks the Court to lift the
automatic stay to pursue the State Court Litigation.  According
to Christopher D. Loizides, Esq., in Wilmington, Delaware,
Commonwealth Energy passes the five-factor test courts often use
to decide whether relief from stay to continue pending litigation
is warranted.  These factors are:

    (a) judicial economy,

    (b) trial readiness,

    (c) the resolution of preliminary bankruptcy issues,

    (d) the creditor's chance of success on the merits, and

    (e) the cost to the estate.

Specifically, Mr. Loizides asserts that judicial economy will be
served by lifting the automatic stay because the State Court
Litigation was scheduled for trial prior to the Petition Date.  
Although the Court is well suited to hear and decide the matters,
the additional time necessary to familiarize the Bankruptcy Court
with the law and facts surrounding the case would be an
unnecessary use of judicial resources.

Mr. Loizides further explains that:

    -- the State Court Litigation was on the verge of trial and
       the parties were prepared to try the case in the State
       Court prior to the Petition Date;

    -- there are no preliminary bankruptcy matters to be addressed
       by the Bankruptcy Court prior to permitting the State Court
       Litigation to proceed;

    -- Commonwealth Energy is likely to succeed on the merits of
       the State Court Litigation since it is confident that it  
       will be able to demonstrate that the Debtor failed to
       comply with the terms of the Agreement; and  

    -- Commonwealth Energy understands that the Debtor has
       coverage through available insurance policies.

Commonwealth Energy's understanding with respect to the Debtor's
existing insurance policies is based on the Debtor's
representations prior to the Petition Date as well as the
requirement to maintain the insurance in accordance with the
terms of the Agreement.  Hence, Mr. Loizides assures the Court
that recovery of any award against the Debtor will be limited to
any available insurance coverage.

Commonwealth Energy further asks the Bankruptcy Court to abstain
from hearing the State Court Litigation and allow the proceeding
to continue in the State Court, pursuant to Section 1334(c)(1) of
the Judiciary Procedures Code.  Mr. Loizides contends that
discretionary abstention is appropriate because:

    -- the effect of judgment in the State Court Litigation won't
       have an adverse impact on the estate because Commonwealth
       Energy agrees to limit recovery on its claims in the State
       Court Litigation to the extent of any available insurance
       proceeds, and to file an amended proof of claim for any
       amount by which the liquidated claim is in excess of, or  
       not covered by, available insurance proceeds;

    -- Commonwealth Energy's contract claims in connection with
       the Agreement are governed solely by Massachusetts state
       law and the State Court is best suited to hear the
       arguments;

    -- allowing the State Court Litigation to remain in the State    
       Court would not offend any jurisdictional basis in the
       Bankruptcy Court, nor would it prevent the Bankruptcy Court
       from making decisions concerning the Debtor's affairs;

    -- the State Court Litigation does not involve a core
       proceeding and as a result, there is no need to sever
       Commonwealth Energy's claims from other core issues; and

    -- the interests of efficient administration and judicial
       economy clearly weigh in favor of the Bankruptcy Court's
       abstention from hearing the State Court Litigation.

Alternatively, in the event the Debtor asserts that there is no
insurance coverage available to satisfy the asserted claims,
Commonwealth Energy asks Judge Walrath to compel the Debtor to
produce:

    (a) any and all documents relating to any insurance policies,
        including but not limited to, general liability policies,
        professional liability policies, errors and omissions
        policies and directors and officers' liability policies,
        that may be available to satisfy its claims; and

    (b) a corporate representative to testify regarding these
        insurance policies. (IT Group Bankruptcy News, Issue No.
        35; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


ITC DELTACOM: US Trustee Balks at Move to Close Bankruptcy Case
---------------------------------------------------------------
As previously reported in The Troubled Company Reporter's
October 23, 2003 issue, ITC Deltacom, Inc., asks the U.S.
Bankruptcy Court for the District of Delaware to enter Final
Decree closing its chapter 11 cases.

Roberta A. DeAngelis, Acting United States Trustee for Region 3
objects to the Debtor's motion to close its case. The UST points
out that pursuant to 28 U.S.C. Section 1930(a)(6), a quarterly fee
must be paid to the UST "in each case under chapter 11 of title 11
for each quarter" for the duration of the Chapter 11 case.
Quarterly fees are calculated upon "disbursements," and range from
a minimum of $250 when disbursements total less than $15,000 to a
maximum of $10,000 when disbursements total $5 million or more.

In this case, the Debtor owes quarterly fees in the estimated sum
of $3,750 for the third quarter of 2003. However, the Debtor has
failed to file any post-confirmation quarterly reports and the sum
of quarterly fees since the fourth quarter of 2002 are merely
estimated amounts.

Additionally, there remains a pending appeal before the Honorable
Gregory M. Sleet under Docket No. 03-CV-111 arises out of a
contested matter in this bankruptcy case. It is improper to close
the bankruptcy case while this appeal is pending, the UST notes.

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


ITC DELTACOM: Completes Merger Transaction with BTI Telecom Corp
----------------------------------------------------------------
On October 6, 2003, ITC DeltaCom, Inc. consummated an acquisition
by merger of BTI Telecom Corp. and the other transactions
contemplated by the agreement and plan of merger, dated July 2,
2003, as amended, among ITC DeltaCom, a wholly-owned subsidiary of
ITC DeltaCom, BTI and Welsh, Carson, Anderson & Stowe VIII, L.P.,
WCAS Capital Partners III, L.P., WCAS Information Partners, L.P.,
Patrick J. Welsh, Russell L. Carson, Bruce K. Anderson, Andrew M.
Paul, Thomas E. McInerney, Robert A. Minicucci, Anthony J. de
Nicola, Paul B. Queally, D. Scott Mackesy, Sanjay Swani, Laura
VanBuren, Sean Traynor, John Almeida, Jr., Eric J. Lee, Jonathan
M. Rather, James R. Matthews, IRA f/b/o James R. Matthews and IRA
f/b/o Jonathan M. Rather (such limited partnerships, individuals
and other entities, collectively, "WCAS Securityholders").  

Prior to the consummation of the Merger, WCAS VIII, WCAS VIII
Associates, L.L.C., Patrick J. Welsh, Russell L. Carson, Bruce K.
Anderson, Thomas E. McInerney, Robert A. Minicucci, Anthony J. de
Nicola, Paul B. Queally, Jonathan M. Rather, D. Scott Mackesy,
John D. Clark, James R. Matthews and Sanjay Swani (collectively
with subsequent reporting persons, the "Welsh Carson Group")
reported pursuant to an Amendment No. 4 to a statement on Schedule
13D, which was filed with the Securities and Exchange Commission
on July 7, 2003, that the Welsh Carson Group beneficially owned
22,107,085 outstanding shares of the common stock of ITC DeltaCom,
which represented approximately 49.4% of the outstanding shares of
ITC DeltaCom common stock. The Welsh Carson Group reported that
WCAS VIII shared voting and investment power with respect to all
of such 22,107,085 shares with WCAS VIII Associates, the sole
general partner of WCAS VIII, and the managing members of the
general partner, who include Patrick J. Welsh, Russell L. Carson,
Bruce K. Anderson, Thomas E. McInerney, Robert A. Minicucci,
Anthony J. deNicola, Paul B. Queally, Jonathan M. Rather, D. Scott
Mackesy, John D. Clark, James R. Matthews and Sanjay Swani. The
Welsh Carson Group reported that it had acquired these shares of
ITC DeltaCom common stock on October 29, 2002 pursuant to ITC  
DeltaCom's plan of reorganization under Chapter 11 of the United
States Bankruptcy Code in exchange for the cancellation of
approximately $225.9 million principal amount of ITC DeltaCom's
senior notes held by the Welsh Carson Group on the plan's
effective date.

On October 6, 2003, pursuant to the Merger Agreement and
immediately prior to the effective time of the Merger, WCAS VIII,
WCAS Capital Partners and other WCAS Securityholders purchased a
total of 350,000 shares of a new issue of the 8% Series B
convertible redeemable preferred stock of ITC DeltaCom for a total
purchase price of $35 million. Of the purchase price,
approximately $27.5 million was paid in cash, approximately $2.5
million was paid by the surrender for cancellation of
approximately $2.5 million principal amount of promissory notes of
BTI owing to such WCAS Securityholders that were issued by BTI to
pay restructuring, severance and other specified expenses, and
approximately $5.0 million was paid by the surrender for
cancellation of approximately $5.0 million principal amount of
promissory notes of BTI owing to such WCAS Securityholders that
were issued by BTI to pay other expenses. As of October 6, 2003,
these 350,000 shares of Series B preferred stock were convertible
into a total of approximately 11,666,667 shares of ITC DeltaCom
common stock at a conversion price of $3.00 per share of common
stock.   

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


IVACO: Initiates Senior Management Changes as Part of Workout
-------------------------------------------------------------
Gordon D. Silverman, President and CEO of Ivaco Inc., announced
changes to Ivaco's management team as part of the Company's
restructuring taking place under the Companies' Creditors
Arrangement Act.

In addition, Mr. Silverman also announced changes affecting head
office and support staffs to achieve administrative synergies and
efficiencies.

Ivaco Inc.'s new senior management team reporting to Mr. Silverman
is as follows:

-- Hugh Blakely, formerly Vice-President, Finance, has been
   appointed Senior Vice-President and Chief Financial Officer,
   effective October 31, 2003;

-- David Goldsmith, formerly Manager Planning and Development of
   Ivaco Rolling Mills Inc., has been appointed Senior Vice-
   President, Business Development;

-- Peter Sorenti, formerly Vice-President, Taxation, has been
   appointed Vice-President Tax and Administration;

-- Mike Boudreault, formerly Manager, Human Resources of Ivaco
   Rolling Mills Inc., has been appointed Vice-President Human
   Resources;

-- Guy-Paul Massicotte will continue as Vice-President, General
   Counsel and Secretary of Ivaco Inc.

Effective October 31, 2003, Sydney Ivanier and Albert Kassab will
no longer serve as Senior Vice-President and Senior Vice-President
and Chief Financial Officer, respectively. Albert Kassab will also
resign as a director. "We thank them both for their tremendous
contribution during many years of dedicated service to Ivaco "
said Mr. Silverman.

Ivaco also announced the immediate elimination of eight positions-
-four middle management and four administrative-- at the Company's
head office in Montreal. In addition, the head office Information
Technology team will be relocated to the Company's Marieville,
Quebec facility to be integrated with the existing IT team in
Marieville. Both moves will contribute to administrative synergies
and efficiencies.

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


KNIGHTHAWK: 2 Units Seek Creditor Protection Under BIA in Canada
----------------------------------------------------------------
KnightHawk Inc.'s subsidiaries 2734141 Canada Inc. dba KnightHawk
Air Express and Kelowna Pacific Railway Ltd. have each filed a
Notice of Intention to present a proposal to creditors under Part
III Division I of the Bankruptcy and Insolvency Act.

The Companies expect to make proposals to creditors within the
next 30 days, subject to completion of negotiations with their
secured creditors. PricewaterhouseCoopers Inc. has been named
Trustee under each such Notice of Intention and Proposal. Both of
these operating companies will continue with business as usual
during these proceedings.

KnightHawk is hopeful that the affairs of both air and rail
operations will be restructured such that they will both operate
on a profitable basis.

KnightHawk provides contract rail and air cargo services,
delivering freight both domestically and transborder between
Canada and the United States, on behalf of its customers in the
North American railway and courier industries. KnightHawk's air
division operates a fleet of five aircraft, and during the past
ten years and over 40,000 flying hours has maintained an on- time
performance record of over 99%, a crucial reliability factor for
its customers. For further information please see its Web site at
http://www.knighthawk.ca  


LA QUINTA: Will Publish Third-Quarter 2003 Results on Thursday
--------------------------------------------------------------
La Quinta Corporation (NYSE: LQI) will report third quarter
financial results prior to the open of the market on Thursday,
October 30, 2003.

At 11:30 AM (EST) on Thursday, October 30, 2003, La Quinta will
hold a conference call and audio webcast to discuss its financial
results and business outlook.  La Quinta may answer one or more
questions concerning business and financial matters affecting the
Company, which may contain or constitute information that has not
been previously disclosed.

Simultaneous with the conference call, an audio webcast of the
call will be available via a link on the La Quinta Web site --
http://www.LQ.com-- in the Investor Relations-Webcasts section.   
The conference call can be accessed by dialing 800-257-1836
(International: 303-262-2194).  An access code is not required.
A replay of the call will be available from 12:30 PM (EST) on
October 30, 2003 through 11:59pm PM (EST) on November 7, 2003 by
dialing 800-405-2236 (International: 303-590-3000) and entering
the access code of 557524.  The replay will also be available in
the Investor Relations-Webcasts section of the La Quinta Web site
at http://www.LQ.com

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

At July 31, 2003, La Quinta's balance sheet shows a total
shareholders' equity deficit of about $1.3 million.


LEAP: The Case in Support of Leap's Plan Confirmation
-----------------------------------------------------
Making Leap Wireless' case for confirmation of the Company's Fifth
Amended Plan, Robert A. Klyman, Esq., at Latham & Watkins LLP, in
Los Angeles, California, told the Bankruptcy Court that the Plan
is the culmination of months of negotiation between:

   (a) the Debtors and their estates;

   (b) an informal committee of Holders of Old Vendor Debt, which
       represents more than $1,200,000,000 in claims; and

   (c) the Leap Official Committee of Unsecured Creditors and its
       predecessor, the Informal Vendor Debt Committee, which
       represents at least $728,000,000 in unsecured claims.

The Plan provides for the preservation of the Debtors as viable
going-concern businesses, while globally settling all
Intercompany Claims and various Litigation Claims.  Pursuant to
the Plan and the compromises reached among the Official
Committee, the Informal Vendor Debt Committee and the Debtors,
the Vendor Debtholders are releasing their claims against Leap
and waiving their right to share in the distribution given to
Leap General Unsecured Creditors.  In the event such claims were
not released, in the Debtors' opinion, the claims that could be
asserted by the Holders of Old Vendor Debt Claims against Leap
could exceed $1,000,000,000 in the aggregate.  The recovery on
such claims would substantially dilute the recoveries currently
proposed for Holders of Leap General Unsecured Claims.

                      Liquidation Analysis

The Debtors' liquidation analysis presumes that an orderly
Chapter 7 liquidation of the Debtors would take place over 12
months.  The Debtors' Chief Financial Officer, S. Douglas
Hutcheson, attests that the Debtors have sufficient knowledge and
experience to estimate the figures represented in the liquidation
analysis.  Leap is active in the secondary telecommunications
equipment market, has had various communications with potential
buyers and sellers of wireless licenses, and has recently
liquidated certain assets.  Based on a recent renegotiation of
Leap's building leases, it is apparent that Leap's building
leases are presently at or above market value and would provide
no value in a liquidation.

Mr. Hutcheson says that the liquidation analysis prepared by the
Debtors demonstrates that the estimated value of the Debtors'
assets in a Chapter 7 liquidation would be significantly less
than the estimated value to be received under the Plan.  The
range of recoveries on the Debtors' assets would allow Leap's
General Unsecured Creditors to recover 10.3% to 12.3% of their
claims in a liquidation -- before considering the dilution for
the very substantial deficiency claims that the Vendor
Debtholders would hold against Leap in the absence of the
settlement embodied in the Plan -- and would allow no recovery
for Cricket's unsecured creditors in a liquidation, compared to
the 13% to 14% recovery for Leap General Unsecured Creditors and
no recovery for Cricket's unsecured creditors under the Plan.  
The Debtors also believe that the value of any distributions to
each Class of Allowed Claims in a Chapter 7 case would be less
than the value of distributions under the Plan, because in a
Chapter 7 case the distributions would not occur for a
substantial period of time.  It is likely that distributions of
the liquidation proceeds could be delayed for two years after the
completion of the liquidation in order to resolve claims and
prepare for distributions.  In the likely event litigation was
necessary to resolve claims asserted in the Chapter 7 case, the
delay could be longer.

                      Financial Projections

Mr. Hutcheson indicates that Debtors' financial projections,
filed together with the Disclosure Statement, illustrate the
feasibility of the Plan and of the Reorganized Debtors generally.  
The Projections reflect the positive effects of substantially
deleveraging the Reorganized Debtors, whose consolidated
indebtedness will be reduced from $2,500,000,000 to $426,700,000
immediately after the Plan Effective Date.  The Projections,
which have also been shared with and analyzed by the financial
advisor for the Informal Vendor Debt Committee, demonstrate that
the Debtors have at least a reasonable probability of
successfully reorganizing pursuant to the Plan.

                    FCC Buildout Requirements

The Debtors do not believe that satisfaction of the buildout
requirements for their unbuilt FCC wireless licenses will affect
the feasibility of the Plan.  Mr. Hutcheson explains that those
licenses that are currently unbuilt are, by definition, not
necessary to the successful business operations of the
Reorganized Debtors.  Even if the licenses were forfeited as a
result of the failure to satisfy the buildout requirements, the
forfeiture will not impact the Reorganized Debtors' success, nor
will it cause need for further reorganization or liquidation
proceedings.  Moreover, if building out the licenses is necessary
to the Reorganized Debtors' business, there is no reason to
believe that the Reorganized Debtors will not be able to build
out the licenses.  The FCC has been flexible in the past in the
application of its buildout requirements.  Indeed, Leap has
previously applied for and received a special waiver and
extension of the buildout requirement for some of its licenses.

                  Overwhelming Creditor Support

James Katchadurian, head of consulting at Poorman-Douglas
Corporation, reports that the Holders of Allowed Claims voting on
the Plan overwhelmingly voted in favor of Plan confirmation.  In
fact, 90% of Leap General Unsecured Claims -- Leap Class 4 --
voting on the Plan voted in favor of the Plan.  The affirmative
votes represent more than 96% of the dollar amount of claims
voted in Leap Class 4.

         Poorman-Douglas Ballot Tabulation Summary Report

_______________________________________________________________
|                                                               |
|                          Leap Claims                          |
|_______________________________________________________________|

                 Amount   % of Amount        Amount   % of Amount
Class         Accepting      Voted        Rejecting      Voted
-----         ---------   -----------     ---------   -----------
1C      $1,154,095,192     100.00%              $0      0.00%
2E              53,707     100.00%               0      0.00%
2F               1,491     100.00%               0      0.00%
2G                 372     100.00%               0      0.00%
2H             591,220     100.00%               0      0.00%
2I                   0     100.00%               0      0.00%
2J             845,352     100.00%               0      0.00%
2K                   0       0.00%     500,000,000    100.00%
2L             497,398     100.00%               0      0.00%
4        1,803,951,410      96.28%      69,673,914      3.72%
5                    0     100.00%               0      0.00%


                 Number   % of Amount        Number   % of Amount
Class         Accepting      Voted        Rejecting      Voted
-----         ---------   -----------     ---------   -----------
1C                  90     100.00%               0      0.00%
2E                   1     100.00%               0      0.00%
2F                   1     100.00%               0      0.00%
2G                   1     100.00%               0      0.00%
2H                   1     100.00%               0      0.00%
2I                   1     100.00%               0      0.00%
2J                   1     100.00%               0      0.00%
2K                   0       0.00%               1    100.00%
2L                   1     100.00%               0      0.00%
4                  203      90.22%              22      9.78%
5                   65     100.00%               0      0.00%

_______________________________________________________________
|                                                               |
|                          CCH Claims                           |
|_______________________________________________________________|

                 Amount   % of Amount        Amount   % of Amount
Class         Accepting      Voted        Rejecting      Voted
-----         ---------   -----------     ---------   -----------
1A      $1,154,095,192     100.00%              $0      0.00%
5                    0     100.00%               0      0.00%


                 Number   % of Amount        Number   % of Amount
Class         Accepting      Voted        Rejecting      Voted
-----         ---------   -----------     ---------   -----------
1A                  90     100.00%               0      0.00%
5                   65     100.00%               0      0.00%

_______________________________________________________________
|                                                               |
|                        Cricket Classes                        |
|_______________________________________________________________|

                 Amount   % of Amount        Amount   % of Amount
Class         Accepting      Voted        Rejecting      Voted
-----         ---------   -----------     ---------   -----------
1A      $1,154,095,192     100.00%              $0      0.00%
2C             436,194     100.00%               0      0.00%
2D              12,930     100.00%               0      0.00%
2E               1,734     100.00%               0      0.00%
2F              77,524     100.00%               0      0.00%
2G                 339     100.00%               0      0.00%
2H                   0       0.00%       1,500,000    100.00%
4        1,155,670,674      99.83%       1,996,909      0.17%
5           23,800,607     100.00%               0      0.00%


                 Number   % of Amount        Number   % of Amount
Class         Accepting      Voted        Rejecting      Voted
-----         ---------   -----------     ---------   -----------
1A                  90     100.00%               0      0.00%
2C                   1     100.00%               0      0.00%
2D                   1     100.00%               0      0.00%
2E                   1     100.00%               0      0.00%
2F                   1     100.00%               0      0.00%
2G                   1     100.00%               0      0.00%
2H                   0       0.00%               1    100.00%
4                  296      90.24%              32      9.76%
5                   65     100.00%               0      0.00%

_______________________________________________________________
|                                                               |
|                   License Holding Companies                   |
|_______________________________________________________________|

                 Amount   % of Amount        Amount   % of Amount
Class         Accepting      Voted        Rejecting      Voted
-----         ---------   -----------     ---------   -----------
1A      $1,154,095,192     100.00%              $0      0.00%
5                    0     100.00%               0      0.00%


                 Number   % of Amount        Number   % of Amount
Class         Accepting      Voted        Rejecting      Voted
-----         ---------   -----------     ---------   -----------
1A                  90     100.00%               0      0.00%
5                  156     100.00%               0      0.00%

_______________________________________________________________
|                                                               |
|                   Property Holding Companies                  |
|_______________________________________________________________|

                 Amount   % of Amount        Amount   % of Amount
Class         Accepting      Voted        Rejecting      Voted
-----         ---------   -----------     ---------   -----------
1A      $1,154,095,192     100.00%              $0      0.00%
2A                   0     100.00%               0      0.00%
2B                 700     100.00%               0      0.00%
5                    0     100.00%               0      0.00%


                 Number   % of Amount        Number   % of Amount
Class         Accepting      Voted        Rejecting      Voted
-----         ---------   -----------     ---------   -----------
1A                  90     100.00%               0      0.00%
2A                   1     100.00%               0      0.00%
2B                   1     100.00%               0      0.00%
5                  150     100.00%               0      0.00%

_______________________________________________________________
|                                                               |
|                   Other Subsidiary Classes                    |
|_______________________________________________________________|

                 Amount   % of Amount        Amount   % of Amount
Class         Accepting      Voted        Rejecting      Voted
-----         ---------   -----------     ---------   -----------
4                    0     100.00%               0      0.00%


                 Number   % of Amount        Number   % of Amount
Class         Accepting      Voted        Rejecting      Voted
-----         ---------   -----------     ---------   -----------
4                   72     100.00%               0      0.00%

The Debtors do not believe that there are any existing holders of
claims or interests in CCH Class 7, Cricket Class 7, License
Holding Companies Class 7, Property Holding Companies Class 7,
and Other Subsidiaries Class 6.

          Debtors' Response to Confirmation Objections

According to Mr. Klyman, the only creditors objecting to material
portions of the Plan are MCG PCS, Inc. and MBO Video Inc.  MCG
repeatedly alleges that the Plan is stealing value from Leap's
shareholders and creditors.  However, MCG has failed to deliver a
promised expert report or any other evidence to support its
unfounded allegations.  Mr. Klyman contends that MCG's sole
purpose, therefore, is not economic; it is only punitive and
destructive.

Mr. Klyman explains that MCG's Plan Objection lacks supporting
evidence and is reduced to re-pleading many of the same tired
issues concerning, among other things, notice and the Schedules
that were previously disposed of during the Disclosure Statement
Hearing and the hearing on the Order to Show Cause regarding
Confirmation Hearing Dates.

MCG asserts that a discovery dispute with respect to the
production of a Standard & Poor's report dated May 16, 2003
demonstrates the Debtors' bad faith.  MCG also alleges that the
Debtors acted in bad faith because certain Federal Communications
Commission licenses were "transferred" and "retransferred" into
and out of the Vendor Debt Holders' collateral pool from Leap.  
However, Mr. Klyman contends that the purported retransfers were
nothing more than accounting reconciliations.  They do not
reflect any change in license ownership and do not provide a
basis for denying confirmation of the Plan.

MCG also alleges that the Holders of Vendor Debt gets property of
a value greater under the Plan than the amount of the Vendor
Debt.  As with MCG's other objections, Mr. Klyman maintains that
this assertion is not supported by any evidence.  The Holders of
Vendor Debt are owed more than $1,700,000,000 but the Plan does
not provide them with a recovery even close to that amount.  
Moreover, the purported retransfers of FCC licenses identified by
MCG do not represent any transfer of value to which the Leap
estate is otherwise entitled.

MCG also objects to the Plan on the basis that it cannot be bound
by the compromise contained in the Plan because it was not a
party to the compromise and did not agree to it.  However, Mr.
Klyman points out that, as stated in the Plan, the terms
constitute a motion under Rule 9019 of the Federal Rules of
Bankruptcy Procedures to compromise the Intercompany Claims and
Litigation Claims.  The Litigation Claims -- that could be
brought by the Debtors or that are derivative claims -- and the
Intercompany Claims are property of the Debtors' Estates pursuant
to Section 541 of the Bankruptcy Code.  Consequently, MCG, and
all other persons and entities with an interest in the Debtors,
will be bound by the compromise and will have no right to pursue
the claims once the compromise is approved pursuant to Bankruptcy
Rule 9019.

MCG also asserts that "implementation of the releases will
unlawfully discriminate in favor of the holders of 12-1/2% Senior
Notes, 14-1/2% Senior Discount Notes, and their agents and
representatives and against holders of all other General
Unsecured Claims against Leap and their agents and
representatives."  To the extent that MCG asserts that the
contemplated releases would be non-reciprocal or would exclude
Leap General Unsecured Claimants from their benefits, MCG is
wrong.  Mr. Klyman explains that Leap's noteholders are not
treated differently than other Leap General Unsecured Creditors
for purposes of the release.

Mr. Klyman also asserts that MCG's claim should be subordinated
under Section 510(b) of the Bankruptcy Code -- as arising out of
the sale or purchase of a security -- and disallowed under
Section 502(d) until at least MCG returns $1,400,000 in avoidable
preferential transfers.

Mr. Klyman relates that MBO Video, the holder of a rejected
contract claim, parrots most of MCG's objections -- and does so
without factual support.  None of MCG's or MBO Video's objections
stands in the way of confirmation.

With respect to the other objections, which primarily go to the
releases granted to third parties under the Plan, Mr. Klyman says
that they are easily dispensed with.  The Debtors have resolved
or will imminently resolve the objections of Lucent Technologies
Inc., Nortel Networks Inc., Microsoft Corporation, West
Telemarketing Corporation, and GLH Communications Inc. by
stipulation.

The United States of America, on behalf of the Federal  
Communications Commission, Department of Treasury, Internal  
Revenue Service, Department of Veterans' Affairs and U.S. Corps  
of Engineers, asserts that the Plan fails to preserves the
government's set-off rights.  The Debtors will modify the Plan so
that it no longer prevents the U.S. government from asserting its
set-off rights after the Plan Effective Date.

The U.S. government argues that the Plan violates Section
1129(a)(3) of the Bankruptcy Code because the Debtors attempt to
assign certain FCC licenses to the Reorganized Debtors and the
Leap Creditor Trust without FCC approval as required by 47 U.S.C.
Section 310(d).  However, Mr. Klyman reminds the Court that the
Plan provides that, as a condition to the occurrence of the
Effective Date, "all authorizations, consents and regulatory
approvals -- including, without limitation, any approvals
required under regulations relating to the change in ownership of
the Debtors upon the Effective Date -- required if any for the
Plan's effectiveness will have been obtained including, without
limitation, all FCC approvals and consents."  Therefore, the U.S.
government's objection is without merit.

The U.S. government also argues that the Debtors' purported
rejection of other FCC contracts violates the Communications Act.  
However, Mr. Klyman asserts that Section 365(a) permits a debtor
to reject an executory contract subject to court approval.  
Courts typically defer to the debtor's "business judgment" in
determining whether the assumption of a particular executory
contract should be permitted.  A debtor satisfies the "business
judgment" test when it decides, in good faith, that assumption or
rejection will benefit the estate.  No Section 365 provision
prevents a debtor from rejecting a contract.

The U.S. government also asserts that the Plan does not comply
with Section 1129(a)(9)(A) of the Bankruptcy Code because it
provides for payment of administrative expense claims in the
ordinary course of business rather than on the Effective Date.  
To the extent the U.S. government holds an administrative claim
that is Allowed but not due and payable after the Effective Date
in the ordinary course of business or Allowed other than under
Section 507(a)(8), the Debtors will pay the claim on the
Effective Date.

American Wireless, Cingular Wireless LLC, MBO Video, Inc., the
Securities and Exchange Commission, the United States Trustee,
the United States and plaintiffs in the securities class action
entitled In re Leap Wireless, Inc. Securities Litigation, Case
No. 02-CV-2388 (S.D. Cal.) objected to the Plan on the basis that
it impermissibly provides releases to third parties.  The Debtors
modified the Third Party Releases to except from its scope all
parties who objected to that section. (Leap Wireless Bankruptcy
News, Issue No. 12; Bankruptcy Creditors' Service, Inc., 609/392-
0900)  


LNR PROPERTY: S&P Rates Proposed $350M Sr Sub. Notes Issue at B+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' senior
subordinated debt rating to Miami Beach, Florida-based LNR
Property Corp.'s proposed issuance of $350 million, 10-year senior
subordinated notes to be issued pursuant to Rule 144A under the
Securities Act of 1933, as amended.

The ratings on LNR, including the company's 'BB' long-term
counterparty credit rating, are affirmed. The outlook remains
stable.

"The issuance of the aforementioned notes will have a marginal
impact on the company's leverage position," said Standard & Poor's
credit analyst Steven Picarillo. "Offsetting this is the
lengthening of the debt maturities and the reduction in funding
costs, as the company has announced that it will use the majority
of the proceeds to redeem its outstanding 10-1/2% senior
subordinated notes due 2009."

The rating affirmation is based on LNR's continued success in
managing the balance-sheet risk inherent in its investments in
CMBS, real estate properties, and real estate loans, and its
successful track record in acquiring, repositioning, operating,
and harvesting income-producing properties to realize gains.

The stable outlook is based on Standard & Poor's expectations that
LNR will continue to successfully manage its portfolio of assets.
Also incorporated in the outlook is Standard & Poor's expectation
that the company's leverage will significantly increase to about
2x with the completion of the Newhall Land and Farming
transaction, which is expected to close by mid-2004.


LONE STAR: S&P Further Cuts Low-B Ratings over Weak Performance
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating ratings on oil country tubular good manufacturer Lone Star
Technologies Inc. to 'B+/Stable/--' from 'BB-/Stable/--' and
subordinated debt rating to 'B-' from 'B'. The Dallas, Texas-based
company currently has about $150 million in total debt.

"The ratings downgrades reflect the company's weaker than expected
performance, owing to an increase in imports that have captured
market share in commodity tubular products, substantial rise in
the company's steel scrap and slab and natural gas costs that have
eroded margins, and uncertainties about whether recent prices
increases will be sustainable and enable the company to offset
these higher costs," said Standard & Poor's credit analyst Paul
Vastola. "While drilling end-markets have been more active and rig
rates (an indicator of strong demand) have risen in North American
markets, most of this activity is focused on shallow depths, and
has yet to result in strong sales of value-added, higher margin
products. A recovery is possible in 2004 in Lone Start's more
lucrative end markets, but a prolonged period of strong pricing
and free cash flow would be needed to restore financial measures
to levels consistent with its former rating," he continued.

The ratings on Lone Star reflect the significant volatility
associated with its markets, its exposure to high import levels,
and challenges it faces in offsetting currently high raw material
costs. Lone Star is a leading U.S. manufacturer of OCTGs, used in
the completion and production of oil and natural gas wells, as
well as a leading producer of line pipe, used in oil and natural
gas transmission. The company also is a manufacturer of specialty
tubing products used in power generation and in automotive,
construction, agricultural, and industrial applications. Markets
are highly competitive, and subject to extended periods of weak
demand, excess global capacity in OCTG, and high import
penetration. Demand for OCTG products is volatile because of its
heavy dependence on the number and depth of oil and natural gas
wells that are being drilled globally, which are closely tied to
oil and domestic natural gas prices typical of the industry's
boom-and-bust cycle. Despite higher than average natural gas
prices and a substantial increase in the rig count over the past
year, the company's shipments remain at relatively weak levels:
Lone Star's shipments were about 125,000 tons for the quarter
ended Sept. 30, 2003, compared with 147,000 tons at Sept. 30,
2001, with a similar rig count at that time. Lone Star is unable
to realize higher volumes because imports are taking an increasing
share of the commodity end of the North American market, and the
lack of deep drilling activity, which has not only precluded an
increase in demand but has also limited the sale of the company's
more value-added products associated with deep drilling. At the
same time, the company has experienced additional margin pressures
from a significant rise in its input costs, namely steel slabs and
natural gas.


LORAL SPACE: Court Approves Asset Sale to Intelsat for $1.1 Bil.
----------------------------------------------------------------
Loral Space & Communications (OTC Bulletin Board: LRLSQ) announced
that the U.S. Bankruptcy Court for the Southern District of New
York has approved the sale of Loral's North American satellites
for up to $1.1 billion to Intelsat, Ltd. As previously reported,
Intelsat was the high bidder in an auction held October 20, 2003.

"[Fri]day's decision by the bankruptcy court is a tremendous step
forward in our strategy to emerge from bankruptcy as a viable and
profitable player in the satellite industry," said Bernard L.
Schwartz, chairman and CEO of Loral. "The sale to Intelsat allows
Loral to eliminate its nearly $1 billion in secured debt and
provides the framework for a plan of reorganization that
recognizes the growth potential of the remaining FSS and
manufacturing businesses."

Announced in July, the agreement with Intelsat provides for the
sale of the in-orbit Telstars 5, 6, 7 and 13, as well as Telstar
8, which is scheduled to be launched in mid 2004. The agreement
also includes rights to the 77 degrees West longitude orbital
slot, formerly occupied by Telstar 4. The sale to Intelsat remains
subject to FCC approval and is expected to close in early 2004.

Loral intends to reorganize around its remaining satellite
services business, comprised of a fleet of five international
satellites, and Space Systems/Loral (SS/L), its satellite
manufacturing business. SS/L recently received orders for the
construction of four new satellites - one each for Intelsat and
PanAmSat Corporation and two for DIRECTV, Inc.

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


LORAL SPACE: Intelsat Confirms Court Nod to Acquire Loral Assets
----------------------------------------------------------------
Intelsat, Ltd., announced that the U.S. Bankruptcy Court for the
Southern District of New York has approved the sale to Intelsat of
the North American satellite assets of Loral Space &
Communications and certain of its affiliates, as set forth in a
definitive asset purchase agreement entered into among the
parties. The purchase price under the agreement is valued by Loral
at up to $1.1 billion.

Upon consummation of the transaction, the Loral assets, including
four satellites in orbit and one satellite under construction that
is expected to launch in mid-2004, will complete Intelsat's
coverage of the North American market. The new satellites and
orbital locations will complement Intelsat's existing global, end-
to-end network, which includes 23 satellites, leased capacity on 2
additional satellites, five commercial teleports, strategic points
of presence and fiber connections. As part of the agreement,
Intelsat will acquire contracts with Loral customers in the cable
television, broadcasting and private data networking segments.

"The court's decision represents a major milestone in our efforts
to acquire these assets," said Conny Kullman, chief executive
officer of Intelsat. "We look forward to providing the Loral
customers with a smooth and efficient transition and hope to close
the transaction as soon as possible."

The assets to be acquired include the Telstar 5, Telstar 6,
Telstar 7 satellites and Loral's interest in the Telstar 13
satellite. These satellites today provide North American coverage
from the 97(degree)W, 93(degree)W, 129(degree)W and 121(degree)W
orbital locations, respectively. The assets to be acquired also
include one satellite under construction, Telstar 8, which is
currently scheduled to launch into the 89(degree)W orbital
location in mid-2004. The agreement also includes rights to use
the 77(degree)W orbital location. The satellites to be acquired
had a contracted backlog of approximately $495 million as of 30
September 2003.

The Bankruptcy Court's order approving the sale of Loral's North
American satellite assets to Intelsat is subject to appeal for the
10 days following its entry, which occurred Friday. In addition,
the closing of the Loral transaction remains subject to the
receipt of FCC approvals and the satisfaction of other conditions
routine in such transactions. Intelsat currently expects that
required approvals could be obtained and closing could occur as
early as 1st quarter 2004.

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


LTV: Gets Court's Go-Signal to Consolidated LTV/Georgia Tubing
--------------------------------------------------------------
Ryan T. Routh, Esq., at Jones Day in Cleveland, representing LTV
Corp. Debtors in these cases, informs the Court that all
objections to their request to substantively consolidate LTV Steel
and Georgia Tubing have been resolved.

Judge Bodoh orders that the assets and liabilities of each of LTV
Steel and Georgia Tubing are consolidated into a single bankruptcy
estate, nunc pro tunc to December 29, 2000.

Each of the claims asserted against either of these Chapter 11
estates -- whether unsecured, priority, secured or administrative
-- will be treated as if they were asserted against the
Consolidated Estate.  Any Claims previously allowed against either
of the Debtors are deemed allowed against the Consolidated Estate
only.  However, any Claims by either of the Debtors against the
other are expressly disallowed and expunged. (LTV Bankruptcy News,
Issue No. 56; Bankruptcy Creditors' Service, Inc., 609/392-00900)


MATHEY-LELAND: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Mathey-Leland Manufacturing Corporation
        11757 Katy Freeway
        Suite 1430
        Houston, Texas 77079-1726

Bankruptcy Case No.: 03-44829

Type of Business: The Debtor, an affiliate of Cooper Manufacturing
                  Corporation, specializes in the manufacturing of
                  wireline trucks and other oilfield equipment.

Chapter 11 Petition Date: October 16, 2003

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Patrick E. Griffin, Esq.
                  Floyd, Isgur, Rios & Wahrlich, P.C.
                  700 Louisiana
                  Suite 4600
                  Houston, TX 77002-2732
                  Tel: 713-222-1470

Total Assets: $2,673,672

Total Debts: $1,127,400

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Specialty Machine           Trade Debt                 $22,047

Master Machine Mfg.         Trade Debt                  $8,600

OK Fabricators, LLC         Trade Debt                  $4,662

Fabrication Dynamics, Inc.  Trade Debt                  $3,693

AOI Acadiana Oilfield       Trade Debt                  $3,479

Pro-Fab Industries          Trade Debt                  $3,220

Cummins Southern Plains     Trade Debt                  $2,742

Maryland Specialty Wire     Trade Debt                  $2,448
Inc.     

Motion Industries           Trade Debt                  $2,422

Det Norske Veritas          Trade Debt                  $2,174

Green Metals Fab Co.        Trade Debt                  $1,982

Bridon American Corp.       Trade Debt                  $1,963

Paulsen Wire Rope Corp.     Trade Debt                  $1,697

Weldons Van Bergen &        Trade Debt                  $1,526
Greener      

Boyd Metals, Inc.           Trade Debt                  $1,408

Ideal Specialty Co.         Trade Debt                  $1,350

Wire Rope of America        Trade Debt                  $1,187

Eagle-Picher Technologies   Trade Debt                  $1,035

TDH Mfg. Inc.               Trade Debt                    $940

Union Wire Rope             Trade Debt                    $686


MERA PHARMACEUTICALS: Ex-Auditors Express Going Concern Doubt
-------------------------------------------------------------
On September 2, 2003 Mera Pharmaceuticals, Inc. (formerly
Aquasearch, Inc.) engaged Jewett, Schwartz & Associates
to audit its financial statements. The decision to engage Jewett
Schwartz was approved by the Audit Committee of the Company's
Board of Directors and ratified by the full Board.

Prior to its engaging Jewett Schwartz, the Company's financial
statements were audited by Buttke, Bersch and Wanzek, PC. On
September 5, 2003 the Company notified Buttke Bersch that it had
been dismissed as the Company's principal accountants. Buttke
Bersch was initially engaged by the Company on January 16, 2002.
During its engagement, Buttke Bersch audited the Company's
financial statements for the fiscal years ended October 31, 2002
and 2003 (sic), and reviewed the Company's periodic filings on
Form 10-Q and its current filings on Form 8-K.  Buttke Bersch's
reports on the Company's financial statements for the years ended
October 31, 2002 and 2003 (sic) expressed uncertainties about
the Company's ability to continue as a going concern in its audit
reports for the fiscal years ended October 31, 2002 and 2003
(sic).

During the interim period ended January 31, 2003, Buttke Bersch
provided the Company with comments and suggestions on the
effectiveness of the Company's controls and procedures. Based on
this evaluation and review, the Company's chief executive officer
and controller concluded that certain deficiencies related to the
lack of segregation of conflicting duties with respect to cash and
sales exist. Specific deficiencies in the cash area were that the
interim controller performed conflicting duties of opening mail,
receiving and disbursing monies, posting payments and performing
bank reconciliations. Specific deficiencies in the sales area were
that the sales associate authorized and initiated the approval of
sales orders, facilitated inventory shipment, determined certain
sales pricing and maintained inventory. These deficiencies existed
primarily as a result of the Company's small staff, making
segregation of duties difficult. However, they have been addressed
and corrected by the Company through changes in internal controls.
The Company has stated that the identified deficiencies did not
result in any known errors or the need to make any financial
adjustments.

In order to address the deficiencies determined to exist by the
Company's chief executive officer and controller, as discussed
above, the Company changed certain of its internal controls
related to the segregation of duties. In the cash area, the
Company changed its internal controls to replace the interim
controller as a bank account signatory with an employee who does
not perform conflicting functions. The Company implemented that
corrective action in February 2003. In the sales area, the Company
changed its internal controls to require that the sales associate
receive approval from the president of the Company's
nutraceuticals division for all sales orders above a certain
minimum quantity, and that another employee who does not perform
conflicting functions maintain inventory. The Company implemented
those corrective actions in February 2003.


NATIONSRENT INC: Completes $250-Million Private Debt Offering
-------------------------------------------------------------
NationsRent Companies, Inc., has completed the sale of $250
million 9-1/2% senior secured notes due 2010.

The notes were offered to qualified institutional buyers pursuant
to Rule 144A of the Securities Act of 1933, to a limited number of
institutional accredited investors and to persons outside the
United States in compliance with Regulation S. The proceeds from
the offering are being used to repay amounts outstanding under the
Company's existing senior revolving credit facility, purchase
money obligations, equipment leases, and for other general
corporate purposes.

Commenting on the debt offering, Jeff Putman, Chief Executive
Officer of NationsRent, stated, "These long term notes, together
with our cash position and cash generated from operations, will
provide us with a solid capital structure and liquidity to execute
our strategic initiatives. I believe investors found the structure
of the offering, the Company's restructured balance sheet, our new
management team, and the strong equity sponsorship particularly
appealing."

Tom Hoyer, Executive Vice President and Chief Financial Officer,
commented, "I am particularly pleased with the success of the
offering which was over-subscribed. Originally expected to raise
$225 million, the offering was increased to $250 million to meet
strong demand for the offering." The notes are rated B2 by Moody's
and BB- by Standard & Poors and are secured by the Company's
rental equipment fleet.

Headquartered in Fort Lauderdale, Florida, NationsRent is one of
the country's leading full service equipment rental companies and
operates 266 locations (including 98 at Lowe's Home Improvement
locations) in 26 states. NationsRent stores offer a broad range of
high-quality construction equipment with a focus on superior
customer service at affordable prices with convenient locations in
major metropolitan markets throughout the U.S. More information is
available on its home page at http://www.nationsrent.com  


NEXTEL PARTNERS: Files Form S-3 for Resale of 1-1/2% Sr. Notes
--------------------------------------------------------------
Nextel Partners, Inc. (Nasdaq:NXTP) has filed a registration
statement on Form S-3 with the Securities and Exchange Commission
covering the resale of its 1-1/2% Senior Convertible Notes due
2008 that were initially issued in a private placement on Aug. 6,
2003, to qualified institutional buyers as defined in Rule 144A of
the Securities Act of 1933, as amended.

The registration statement, once effective, will allow holders of
the notes to resell their notes and the shares of Class A common
stock into which the notes are convertible. At the option of the
holders, the notes are convertible at an initial conversion rate
of 78.3085 shares of Class A common stock per $1,000 principal
amount of notes, which represents a conversion price of $12.77 per
share of Class A common stock.

Although a registration statement relating to these securities has
been filed with the Securities and Exchange Commission, it has not
yet become effective. The notes and the underlying Class A common
stock issuable upon conversion of the notes may not be offered,
nor may offers to buy these securities be accepted prior to the
time the registration statement becomes effective.

Nextel Partners, Inc., (Nasdaq:NXTP) -- whose September 30, 2003
balance sheet shows a total shareholders' equity deficit of about
$95 million -- based in Kirkland, Wash., has the exclusive right
to provide digital wireless communications services using the
Nextel brand name in 31 states where approximately 53 million
people reside. Nextel Partners offers its customers the same fully
integrated, digital wireless communications services available
from Nextel Communications (Nextel) including digital cellular,
text and numeric messaging, wireless Internet access and Nextel
Direct Connect(R) digital walkie-talkie, all in a single wireless
phone. Nextel Partners customers can seamlessly access these
services anywhere on Nextel's or Nextel Partners' all-digital
wireless network, which currently covers 293 of the top 300 U.S.
markets. To learn more about Nextel Partners, visit
http://www.nextelpartners.com To learn more about Nextel's  
services, visit http://www.nextel.com


O'CHARLEY'S: S&P Assigns Low-B Bank Loan & Sub. Note Ratings
------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'BB' bank loan
rating to casual dining restaurant operator O'Charley's Inc.'s new
$125 million senior secured revolving credit facility and its 'B'
rating to the company's $125 million senior subordinated notes.
The credit facility is rated one notch higher than the corporate
credit rating. Under Standard & Poor's simulated default scenario,
asset values, particularly of well-located restaurant properties,
would remain ample in relation to the loan balance. Therefore,
there is a strong likelihood of full recovery of principal. The
subordinated notes will be issued under Rule 144A with
registration rights. The proceeds, along with $85 million from a
sale-leaseback transaction, will be used to repay its existing
term loan and revolving credit facility, and possibly to
repurchase $25 million of common stock.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit rating on O'Charley's and revised the outlook to negative
from stable. The outlook revision is based on poor operating
trends at the company's O'Charley's restaurants, which have been
vulnerable to a weak economy and a competitive restaurant
environment. Moreover, Standard & Poor's does not expect that the
company will be able to reverse this trend in the near term
because promotions implemented to increase traffic are expected to
hurt margins. Customer traffic and sales may also be affected by
the negative publicity that the company received because of a
Hepatitis A outbreak at one of its restaurants.

"The ratings on O'Charley's reflect the company's relatively small
market position in the highly competitive casual dining segment of
the restaurant industry, the increased business risk of operating
multiple concepts, and a highly leveraged capital structure," said
Standard & Poor's credit analyst Robert Lichtenstein. "These
factors are partially offset by favorable growth prospects for
casual dining and generally good credit protection measures for
the rating category."

Liquidity is adequate, with about $5 million in cash and about $85
million of availability on the $125 million revolving credit
facility. The facility matures in 2007, and the company's senior
subordinated notes mature in 2013. Standard & Poor's expects that
operating cash flow and the company's revolving credit facility
will be O'Charley's primary sources to service its debt and fund
its capital expenditures of about $65 million in 2003.


ODYSSEY GIFTS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Odyssey Gifts Inc.
        340 Pierce Avenue
        Mankato, Minnesota 56003
        dba Cardoodle's
        dba Odyssey Gifts

Bankruptcy Case No.: 03-37054

Type of Business: Retail sales of gift shop items such as greeting
                  cards, collectibles, figurines.

Chapter 11 Petition Date: October 15, 2003

Court: District of Minnesota (St. Paul)

Judge: Dennis D. O'Brien

Debtor's Counsel: Scott J. Strouts, Esq.
                  12 S 6th St Ste 1008
                  Minneapolis, MN 55402
                  Tel: 612-371-9628

                  Steven B. Nosek, Esq.
                  701 4th Ave S Ste 300
                  Minneapolis, MN 55415
                  Tel: 612-333-2878

Total Assets: $1,153,399

Total Debts: $1,509,019

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Eden Prairie Mall, L.L.C.   Trade Debt                $106,703

Department 56               Trade Debt                 $90,589

GGP Ltd. Partnership        Trade Debt                 $78,180

ENESCO                      Trade Debt                 $53,393

Hallmark Marketing Corp.    Trade Debt                 $53,355

Roman, Inc.                 Trade Debt                 $44,096

Boyd's                      Trade Debt                 $22,804

Pacific Rim                 Trade Debt                 $20,022

Minnesota Department of                                $10,000
Revenue        

Manual Woodworkers            Trade Debt                $7,662

Westland Giftware             Trade Debt                $7,442

Demdaco                       Trade Debt                $7,328

Swarovski Consumer Goods      Trade Debt                $7,323

Ganz, Inc.                    Trade Debt                $6,636

Colonial Candle of Cape       Trade Debt                $4,712

Kurt Adler                    Trade Debt                $4,540

Van Mark                      Trade Debt                $4,157

Crazy Mountain                Trade Debt                $3,917

Goebel of North America       Trade Debt                $3,768

Old World Christmas           Trade Debt                $3,658


OMEGA HEALTHCARE: Reports Improved Third-Quarter Fin'l Results
--------------------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE:OHI) announced its results
of operations for the quarter ended September 30, 2003.

The Company reported net income available to common stockholders
for the three-month period ended September 30, 2003 of $4 thousand
or $0.00 per fully diluted common share on revenues of $20.9
million. This compares to a net loss of $12.9 million or $0.35 per
fully diluted common share for the same period in the prior year.
The Company also reported Funds From Operations on a fully diluted
basis for the three months ended September 30, 2003 of $10.8
million or $0.20 per common share. The $10.8 million of FFO
excludes the impact of a $4.3 million non-cash impairment charge
in accordance with the guidelines for the calculation and
reporting of FFO issued by the National Association of Real Estate
Investment Trusts.

Revenues for the three-month period ended September 30, 2003
totaled $20.9 million, a decrease of $10.0 million from the same
period in 2002. When excluding nursing home revenues of owned and
operated assets, revenues decreased $3.2 million versus the three-
month period ended September 30, 2002. The decrease was primarily
the result of operator restructurings.

Expenses for the three-month period ended September 30, 2003
totaled $17.3 million, a decrease of $23.6 million from the same
period in 2002. When excluding nursing home expenses of owned and
operated assets, expenses were $17.3 million for the three-month
period ended September 30, 2003 versus $21.2 million for the same
period in 2002. The $3.9 million decrease primarily resulted from
a $4.3 million provision for impairment recorded during the third
quarter of 2003, compared to a provision for impairment of $2.4
million and a provision for uncollectible mortgages, notes and
accounts receivable of $5.2 million, both taken in the third
quarter of 2002. In addition, interest expense decreased
approximately $0.9 million from $6.4 million for the third quarter
of 2002 to $5.5 million for the three-month period ended September
30, 2003.

Nursing home expenses, net of nursing home revenues, for owned and
operated assets for the three-month period ended September 30,
2003 were $19 thousand, a decrease of $12.9 million from the same
period in 2002. The decrease was primarily a result of the
decrease in the number of owned and operated facilities from eight
at September 30, 2002 to one at September 30, 2003.

A provision for impairment of $4.3 million was recorded for the
three-month period ended September 30, 2003. The provision reduced
the carrying value of a facility in the process of being closed to
its estimated fair value less costs to dispose. The building is
being actively marketed for sale; however, there can be no
assurance if, or when, such sale will be completed or whether such
sale will be completed on terms that allow the Company to realize
the carrying value of the asset.

During the three-month period ended September 30, 2003, the
Company sold seven closed facilities in seven separate
transactions. The Company realized proceeds of approximately $4.0
million, net of closing costs and other expenses, resulting in a
gain of approximately $1.4 million.

Funds from operations for the three-month period ended September
30, 2003, on a fully diluted basis, were $10.8 million or $0.20
per common share, an increase of $16.0 million, as compared to a
deficit of ($5.1) million or ($0.21) per common share for the same
period in 2002 due to the factors mentioned above. The $10.8
million of FFO excludes the impact of a $4.3 million non-cash
impairment charge in accordance with the guidelines for the
calculation and reporting of FFO issued by NAREIT. For further
information, see the attached "Funds From Operations" schedule and
notes.

The Company believes that presentation of the Company's revenues
and expenses, excluding nursing home owned and operated assets,
provides a useful measure of the operating performance of the
Company's core portfolio as a Real Estate Investment Trust
("REIT") in view of the disposition of all but one of the
Company's owned and operated assets. For 2003, nursing home
revenues, nursing home expenses, operating assets and operating
liabilities for the Company's owned and operated properties are
shown on a net basis on the face of the Company's consolidated
financial statements. For 2002, nursing home revenues, nursing
home expenses, operating assets and operating liabilities for the
Company's owned and operated properties are shown separately on a
gross basis on the face of the Company's consolidated financial
statements.

                    Portfolio Developments

Alterra Healthcare Corporation. Alterra announced during the first
quarter of 2003, that, in order to facilitate and complete its on-
going restructuring initiatives, they had filed a voluntary
petition with the U.S. Bankruptcy Court for the District of
Delaware to reorganize under Chapter 11 of the U.S. Bankruptcy
Code. At that time, the Company leased eight assisted living
facilities (325 units) located in seven states to subsidiaries of
Alterra.

Effective July 7, 2003, the Company amended its Master Lease with
a subsidiary of Alterra whereby the number of leased facilities
was reduced from eight to five. The amended Master Lease has a
remaining term of approximately ten years with an annual rent
requirement of approximately $1.5 million. This compares to the
2002 annualized revenue of $2.6 million. The Company is in the
process of negotiating terms and conditions to re-lease the
remaining three properties. In the interim, Alterra will continue
to operate the three facilities. The Amended Master Lease has been
approved by the U.S. Bankruptcy Court in the District of Delaware.

Claremont Healthcare Holdings, Inc.  Claremont failed to pay base
rent due on October 1, 2003 in the amount of $0.5 million. On
October 10, 2003, the Company applied a security deposit in the
amount of $0.5 million to pay Claremont's October rent payment and
demanded that Claremont restore the $0.5 million security deposit.
As of the date of this filing, the Company has additional security
deposits in the form of cash in the amount of $0.5 million
associated with Claremont. The Company continues to recognize
revenue from Claremont on a cash-basis as it is received.

Sun Healthcare Group, Inc.  Effective July 1, 2003, the Company
re-leased five former Sun skilled nursing facilities in the
following three separate lease transactions: (i) a Master Lease of
two SNFs in Florida, representing 350 beds, which Master Lease has
a ten-year term and has an initial annual lease rate of $1.3
million; (ii) a Master Lease of two SNFs in Texas, representing
256 beds, which Master Lease has a ten-year term and has an
initial annual lease rate of $800,000; and (iii) a lease of one
SNF in Louisiana, representing 131 beds, which lease has a ten-
year term and requires an initial annual lease rate of $400,000.
Aggregate monthly contractual lease payments, under all three
transactions, total approximately $208,000 and commenced July 1,
2003.

On October 1, 2003, the Company re-leased three SNFs formerly
leased by Sun. Specifically, the Company re-leased the three
former Sun SNFs, located in California and representing 271 beds,
to a new operator under a Master Lease which has a 15-year term
and has an initial annual lease rate of $1.24 million.

As a result of the October transitions mentioned above, Sun's
contractual monthly rent, starting in October, was reduced
approximately $0.1 million from approximately $2.0 million to
approximately $1.9 million. For the month of October, Sun remitted
approximately $1.51 million in lease payments (or $18.1 million
annually) similar to what was paid on a monthly basis during the
third quarter of 2003. Revenue from Sun continues to be recognized
on a cash-basis as it is received. Rent received in October from
the eight former Sun facilities mentioned above totaled
approximately $0.31 million or $3.74 million annually.

Separately, the Company continues its ongoing restructuring
discussions with Sun. At the time of this filing, the Company
cannot determine the timing or outcome of these discussions. There
can be no assurance that Sun will continue to pay rent at any
level, although, the Company believes that alternative operators
would be available to lease or buy the remaining Sun facilities if
an appropriate agreement is not completed with Sun.

                           Dividends

As announced on September 23, 2003, the Company's Board of
Directors declared its regular quarterly dividends for all classes
of preferred stock to be paid November 17, 2003 to preferred
stockholders of record on October 31, 2003. In addition, the Board
declared the reinstatement of its common dividend to be paid
November 17, 2003 to common shareholders of record on October 31,
2003.

Series A and Series B preferred stockholders of record on October
31, 2003 will be paid dividends in the amount of approximately
$0.5781 and $0.5390, per preferred share, respectively, on
November 17, 2003. The Company's Series C preferred stockholder
will be paid dividends of $2.50 per Series C preferred share on
November 17, 2003. The liquidation preference for the Company's
Series A, B and C preferred stock is $25.00, $25.00 and $100.00
per share, respectively. Regular quarterly dividends represent
dividends for the period August 1, 2003 through October 31, 2003.
Total dividend payments for all classes of preferred stock are
approximately $5.0 million.

Common stockholders of record on October 31, 2003 will be paid
dividends in the amount of $0.15 per share on November 17, 2003.
At the date of this release, the Company had approximately 37.2
million outstanding common shares.

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


O'SULLIVAN INDUSTRIES: Holding Fiscal Q1 Conference Call Today
--------------------------------------------------------------
O'Sullivan Industries Holdings, Inc., (OTC Pinksheets: OSULP) a
leading manufacturer of ready-to-assemble furniture, will hold a
conference call today to review its first quarter results for
fiscal 2004.

     Date:         October 28, 2003

     Time:         9:00 A.M. CST

     Number:       (913) 981-5542

     Pass Code:    771911

     Open To:      Analysts, investors and all interested parties

To participate in the call, please call five to ten minutes prior
to the scheduled start time.  The conference moderator will
establish your participation on the call.

For those unable to participate in the conference call, a playback
is scheduled to begin at noon on October 28th and will continue
through midnight on November 4th.  Please call (719) 457-0820 and
reference the conference pass code of 771911.

For your convenience, an audio webcast of the conference call will
be available on the O'Sullivan web site at
http://www.osullivan.com.  The confirmation number is 771911 and  
leave the pass code field blank.

At June 30, 2003, O'Sullivan Industries' balance sheet shows a
total shareholders' equity deficit of about $138 million.


OWENS CORNING: Selling Virginia Property for about $1 Million
-------------------------------------------------------------
Owens Corning Debtor Exterior Systems, Inc. owns a real property
located at 6222 Logan Lane in Lynchburg, Virginia.  The Property
is comprised of a 4.875-acre land and an 89,989-square foot vinyl
siding production plant.  Exterior Systems and its predecessors
own the Property since 1997.

The vinyl siding production plant located at the Property was
closed in late 1998 as part of a restructuring of Exterior
Systems' vinyl business.  All activities at the Property ceased.  
Hence, the Debtors do not need the Property for their operations.

Accordingly, the Debtors continued their efforts to sell the
Property and entered into a Purchase and Sale Agreement with Home
Depot U.S.A., Inc.

The principal terms of the Purchase and Sale Agreement are:

   (1) The gross purchase price for the Property is $950,000.  
       The Agreement requires a $20,000 security deposit, which
       is refundable under certain circumstances;

   (2) The Agreement provides for an "Investigation Period,"
       commencing on August 26, 2003, the Agreement date, and
       continuing for 120 days.  During the Investigation Period,
       Home Depot may investigate certain matters regarding the
       Property, including:

       (a) the Property's zoning, any applicable use permits or
           any other governmental rules and regulations affecting
           the use of the Property;

       (b) documents regarding, inter alia, environmental
           assessment data, real property leases, construction
           contracts, management contracts, reciprocal easement
           agreements, real property tax bills and soil and
           building reports and engineering data; and

       (c) the Property's environmental condition.

       Home Depot has the right to extend the Investigation
       Period as it relates to certain investigations by, inter
       alia, depositing an additional security deposit of
       $10,000.

   (3) During the Investigation Period, Home Depot is entitled to
       review the title commitment to be obtained with respect to
       the Property and is required to either approve the
       commitment or notify the Debtors of any items, which are
       reasonably objectionable.  In the event there are any
       objections, the Agreement contains provisions to resolve
       the objections;

   (4) The Agreement provides that Home Depot may terminate it at
       any time on or before the end of the Investigation Period,
       for any or no reason;

   (5) Home Depot agreed to accept the Property in an "as is,
       where is" condition, and Exterior Systems is not obligated
       to make any improvements, repairs or changes to the
       Property; and

   (6) The closing under the Agreement will be held on or before
       the 60th day after the end of the Investigation Period.

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, informs the Court that the Property is vacant and has
been on the market since March 1999.  The Property has been
listed for sale with The Staubach Company and locally in
Lynchburg, Virginia with Milton Realty Company.  The Property
initially was listed for sale along with the plant equipment for
$1,750,000.  After the equipment was sold, the listed sale price
was reduced to $995,000 in March 2001.  In the four and a half
years since the Property has been on the market, seven other
interested parties made offers.  None of these offers, however,
have been acceptable.  Since the equipment associated with the
Plant was sold, the unacceptable offers ranged in price from
$500,000 to $915,000.  Accordingly, the Debtors believe that Home
Depot's $950,000 offer is fair and reasonable.

Ms. Stickles attests that Home Depot is financially capable of
consummating the transaction.  The Agreement is the result of
arm's-length, good faith negotiations between the Debtors and
Home Depot.  Home Depot is not an "insider" of the Debtors within
the meaning of Section 101(31) of the Bankruptcy Code and is not
controlled by, or acting on behalf of, any insider of the
Debtors.

Pursuant to Sections 363(b) and 363(f) of the Bankruptcy Code,
the Debtors intend to sell the Property free and clear of all
liens, claims, encumbrances and interests.  Any liens, claims,
encumbrances and interests will attach to the Sale proceeds.

The Debtors also propose to pay the Property Taxes at the Closing
from the Sale Proceeds.  Ms. Stickles reports that there are
prepetition real property taxes owed with respect to the Property
totaling $6,619 in principal, plus potential interest, penalties
and other charges for which valid liens have been asserted
against the Property.  Pursuant to applicable Virginia law, a
lien for unpaid real estate taxes attaches on the assessment date
of the year for which the taxes are assessed.  Therefore, the
Property Taxes are appropriately payable from the Sale proceeds.
(Owens Corning Bankruptcy News, Issue No. 60; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


PACIFIC GAS: Will Register with SEC to Sell $9BB Debt Securities
----------------------------------------------------------------
Pacific Gas and Electric Company intends to file early next week a
registration statement with the Securities and Exchange Commission
for the offer and sale of up to $9.4 billion of debt securities.

The company stated that the filing was being made to begin the
process of registering debt securities that it intends to issue to
the public in connection with the proposed plan of reorganization
submitted by the company and the Official Committee of Unsecured
Creditors in the company's Chapter 11 case. The proceeds of the
sales would be used, together with cash on hand and possible other
debt financings, to pay creditor claims.

The proposed plan of reorganization reflects the terms of the
proposed settlement agreement announced in June between the
company and the staff of the California Public Utilities
Commission. As reported last week to the U.S. Bankruptcy Court,
the final results of the creditor vote show overwhelming support
for this proposed plan.

In addition to registration of the debt securities with the SEC,
the CPUC must approve the proposed settlement agreement, the U.S.
Bankruptcy Court must confirm the proposed plan of reorganization
and certain other conditions must be met before the securities
could be issued and the plan becomes effective. CPUC hearings to
consider the proposed settlement were completed as planned in
September, and the CPUC is scheduled to issue its final decision
in December 2003. Bankruptcy court hearings on the confirmation of
the proposed plan of reorganization are scheduled to begin
November 10.


PG&E NATIONAL: U.S. Trustee Appoints ET Creditors' Committee
------------------------------------------------------------
W. Clarkson McDow, Jr., the United States Trustee for Region 4,
appoints these entities to the Official Committee of Unsecured
Creditors for the Energy Trading Debtors' cases, pursuant to
Section 1102(a)(1) of the Bankruptcy Code:

      A. CL Power Sales Ten. LLC
         c/o McCauley & Pitch, LLC
         Attn: Donald McCauley
         Eight Grove Street, #300, Wellesley, MA 02482
         Phone: (781) 237-1911   Fax: (781) 235-5289;

      B. Ira Block
         10011 Avenel Farm Drive, Potomac, MD 20854
         Phone: (301) 704-1357

      C. Southhaven Power, LLC
         c/o Cogentrix Energy
         Attn: Steven J. Doyon, Interim Chairperson
         9405 Arrowpoint Blvd.
         Phone: (704) 525-3800   Fax: (704) 529-1006;

The ET Debtors are:

    * NEGT Energy Trading Holdings Corporation, formerly known as
      PG&E Energy Trading Holdings Corporation;

    * NEGT Energy Trading - Gas Corporation, formerly known as
      PG&E Energy Trading - Gas Corporation;

    * NEGT ET Investments Corporation, formerly known as PG&E ET
      Investments Corporation;

    * NEGT Energy Trading - Power, LP, formerly known as PG&E
      Energy Trading - Power, LP;

    * NEGT Energy Services Ventures, Inc., formerly known as PG&E
      Energy Services Ventures, Inc.; and

    * Quantum Ventures.
(PG&E National Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


POTLATCH CORP: Names Ruth Ann M. Gillis to Board of Directors
-------------------------------------------------------------
Potlatch Corporation (NYSE:PCH) announced the election of Ruth Ann
M. Gillis, 49, to Potlatch's board of directors effective
November 1, 2003.

Ms. Gillis is currently Senior Vice President, Exelon Corporation,
a $15 billion energy company based in Chicago, and President,
Exelon Business Services Company, a subsidiary of Exelon
Corporation.

Prior to her current positions, both of which she has held since
November of 2002, Ms. Gillis served as Chief Financial Officer of
Exelon Corporation from October 2000 to November 2002.

Ms. Gillis served as Senior Vice President and Chief Financial
Officer of Commonwealth Edison and Unicom (a predecessor to
Exelon) from October 1999 to October 2000, Senior Vice President
from January 1999 to October 1999, and Vice President and
Treasurer from September 1997 to January 1999. Prior to her
employment with Exelon, Ms. Gillis was Vice President, Chief
Financial Officer and Treasurer of the University of Chicago
Hospitals and Health System from 1996 to 1997, and Senior Vice
President and Chief Financial Officer of American National Bank
and Trust Company from 1993 to 1996.

Ms. Gillis holds an MBA in Finance from the University of Chicago
Graduate School of Business and is a Magna Cum Laude graduate of
Smith College, with a bachelor's degree in Economics.

Potlatch Corporation (Fitch, BB+ Senior Unsecured and BB Senior
Subordinated Ratings, Negative) is an integrated forest products
company with 1.5 million acres of timberland in Idaho, Minnesota
and Arkansas. Products include lumber, panels, bleached pulp,
paperboard and consumer tissue.


PROVIDENT FINANCIAL: Board Declares Quarterly Cash Dividend
-----------------------------------------------------------
Provident Financial Holdings Inc. (Nasdaq:PROV) the holding
company for Provident Savings Bank F.S.B., announced that the
company's board of directors declared a quarterly cash dividend of
$0.10 per share on the company's outstanding shares of common
stock.

Shareholders of record at the close of business on Nov. 4, 2003
will be entitled to receive the cash dividend. The cash dividend
will be payable on Dec. 5, 2003.

Provident Financial Group, Inc. (S&P, BB+/B Counterparty Credit
ratings, Negative) is a bank holding company located in
Cincinnati, Ohio. Its main subsidiary, The Provident Bank,
provides a diverse line of banking and financial products,
services and solutions through retail banking offices located in
Southwestern Ohio, Northern Kentucky and the West Coast of
Florida, and through commercial lending offices located  
throughout Ohio and surrounding states. At December 31, 2002,
Provident Financial Group had $9.1 billion in loans outstanding,
$9.8 billion in deposits, and assets of $17.5 billion.


RELIANCE: Committee Signs-Up Altman as Actuarial Consultants
------------------------------------------------------------
The Official Unsecured Creditors' Committee of Reliance Group
Holdings seeks the Court's authority to retain Altman & Cronin
Benefit Consultants, in San Francisco, California, as actuarial
consultants.

Within the next few months, Arnold Gulkowitz, Esq., at Orrick,
Herrington & Sutcliffe, in New York City, relates that a Plan of
Reorganization will be promulgated.  Therefore, the Committee
needs to:

  a) review actuarial assumptions and calculations for claims
     filed by the Pension Benefit Guaranty Corporation;

  b) consider the treatment accorded these claims;

  c) determine the potential impact of the PBGC claims on the
     Debtors' estates; and

  d) assess the remaining asset value available for distribution
     to other creditors under proposed Plans.

According to Mr. Gulkowitz, the Committee wants to retain Altman
because of its excellent reputation for providing high quality
retirement benefit advisory services.  Altman has considerable
knowledge and experience, spanning more than 40 years, in
actuarial valuations, retirement plan design, financial cost
modeling, projections and compliance or administration review.

Altman's services are crucial to the Debtors' successful
restructuring.  An experienced retirement benefits consultant
provides a critical service of advising the Committee on
actuarial assumptions and calculations underlying the claims
filed by the PBGC.  This will enable the Committee to assess the
resulting impact on the Debtors' ability to reorganize.  Neither
the law firms nor accounting firms retained by either the Debtors
or the Committee has the expertise to do this type of work.

Mr. Gulkowitz submits that Altman's proposed retention meets the
four prerequisites for retention of actuarial consultants under
Section 1103(a) of the Bankruptcy Code, in that:

  a) the proposed retention is for specific purposes;

  b) the proposed retention does not involve "conducting the
     [bankruptcy] case[s];"
  
  c) the proposed retention is "in the best interest of the
     [Debtors'] estate[s];" and

  d) Altman does not hold or represent any interest adverse to
     the Debtors or their estates for which retention is sought.

Altman will be entitled to hourly compensation with an agreed
$30,000 cap, subject to increase pursuant to additional advisory
or consulting services as the Committee requests.  Altman's
current hourly rates are $375 for principals.  Altman will seek
reimbursement for out-of-pocket expenses.  Altman will not charge
nor seek compensation for any fees related to travel time.
Ian H. Altman, co-founder and principal at Altman, assures the
Committee and Judge Gonzalez that his firm is a "disinterested
person" under Section 101(14), as modified by Section 1103(b) of
the Bankruptcy Code.  Altman does not hold or represent an
interest adverse to the Debtors, their estates or their
creditors.

As the Committee's consultant, Altman is expected to:

  1) review existing actuary calculations on employee benefit
     plan liabilities;

  2) review PBGC claims documentation and correspondence;

  3) advise the Committee on the reasonableness of PBGC's claims;

  4) participate in PBGC negotiations concerning claim
     adjustments; and

  5) render other advisory or consulting services as requested by
     the Committee.  (Reliance Bankruptcy News, Issue No. 42;
     Bankruptcy Creditors' Service, Inc., 609/392-0900)     


REPUBLIC ENGINEERED: Perry Strategic Offers to Purchase Assets
--------------------------------------------------------------
Republic Engineered Products LLC, the nation's leading supplier of
special bar quality steel, has received an offer from Perry
Strategic Capital Inc., via a newly formed entity, PAV Republic,
Inc., to buy the company's assets.

Republic filed a motion with the U.S. Bankruptcy Court in Akron
requesting stalking horse status for the bid.

In addition, Republic filed a motion to retain Lehman Brothers,
New York, as its investment banker.

The offer from Perry is subject to higher and better offers, which
will be reviewed by Lehman Brothers. Republic is working toward a
December target date to obtain court approval of the sale and
complete the transaction.

"This offer from Perry Strategic Capital demonstrates the value of
Republic's assets and their potential," said Joseph F. Lapinsky,
president and chief executive officer of Republic.

Terms of the offer have been disclosed in filings made with the
bankruptcy court. In accordance with bankruptcy rules, other
companies will have an opportunity to submit bids through a court-
supervised bidding process.

Republic has asked the bankruptcy court to assign a near-term
deadline for the submission of other bids, as well as dates for an
auction and a hearing at which the successful bid would be
approved. The estimated value of the sale to Perry Strategic
Capital, including cash and the assumption of liabilities, is in
excess of $ 225 million.

Perry Strategic Capital is the private equity arm of Perry
Capital, a private investment firm formed in 1988 to focus on
alternative investments. Perry currently manages over $5 billion
allocated across a variety of asset classes including publicly
traded equity and debt securities, private equity, and real
estate. The firm manages dedicated industry-focused portfolios and
seeks to develop strong relationships with management of companies
in which it invests. Perry employs over 75 professionals and
support staff in offices in New York and London.

Republic Engineered Products LLC is North America's leading
supplier of special bar quality steel, a highly engineered product
used in axles, drive trains, suspensions and other critical
components of automobiles, off- highway vehicles and industrial
equipment. With headquarters in Fairlawn, Ohio, the company
operates steelmaking centers in Canton and Lorain, Ohio, and
value-added rolling and finishing facilities in Canton, Lorain and
Massillon, Ohio; Lackawanna, N.Y.; and Gary, Ind. Republic employs
approximately 2,400 people.


ROUGE INDUSTRIES: Wants More Time to File Schedules & Statements
----------------------------------------------------------------
Rouge Industries, Inc., and its debtor-affiliates want to stretch
the time period within which they must 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 Debtors submit that they are large and complex enterprises who
were unable to complete the Schedules and Statements prior to the
Petition Date and will not be in a position to complete the
Schedules and Statements by the date required under Bankruptcy
Rule 1007. Among other reasons:

     a) the completion of the Schedules and Statements will
        require the Debtors to compile information regarding
        more than 1,200 vendors, 4,200 active and inactive
        employees and thousands of other potential creditors;

     b) completing the Schedules and Statements for each of the
        Debtors also will require the collection, review and
        assembly of information from numerous locations
        throughout the United States; and

     c) the computer-based and other information systems from
        which the Debtors must cull the information necessary to
        prepare the Schedules and Statements are not completely
        centralized or integrated among all of the Debtors and
        are not currently configured and designed in a way that
        would allow the Debtors to cull the necessary
        information quickly and efficiently.

Consequently, the Debtors ask the Court to give them until
January 21, 2004 to file their completed Schedules and Statement
with the U.S. Bankruptcy Court for the District of Delaware.

Headquartered in Dearborn, Michigan, Rouge Industries, Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. Del. Case No. 03-13272).
Donna L. Harris, Esq., Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed total assets of $558,131,000 and total
debts of $558,131,000.


RUSSIAN TEA ROOM: SDNY Court Confirms Liquidating Ch. 11 Plan
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of new York
confirmed Russian Tea Room Realty LLC's Liquidating Chapter 11
Plan after finding that the Plan complies with each of the 13
standards articulated in Section 1129 of the Bankruptcy Code:

      (1) the Plan complies with the Bankruptcy Code;
      (2) the Debtors have complied with the Bankruptcy Code;
      (3) the Plan was proposed in good faith;
      (4) all plan-related cost and expense payments are
          reasonable;
      (5) the Plan identifies the individuals who will serve as
          officers and directors post-emergence;
      (6) the Debtor is not subject to any governmental
          regulation of any rates;
      (7) creditors receive more under the plan than they would
          in a chapter 7 liquidation;
      (8) all impaired creditors have voted to accept the Plan,
          or, if they voted to reject, then the plan complies
          with the absolute priority rule;
      (9) the Plan provides for full payment of Priority Claims;
     (10) at least one non-insider impaired class voted to
          accept the Plan;
     (11) the Plan is feasible and confirmation is unlikely to
          be followed by a liquidation or need for further
          financial reorganization;
     (12) all amounts owed to the Clerk and the U.S. Trustee
          will be paid; and
     (13) no retiree benefits exist in this Chapter 11 case.

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

The Debtor is a Delaware limited liability company, whose owner is
one of New York City's most famous and distinguished restaurants.  
As of the Petition Date, the Debtor believes that its aggregate
unsecured debt -- comprised mostly of trade debt, banquet
deposits, and unsecured loans -- is approximately $6,000,000.  
Jordan A. Kro, Esq., and Thomas J. Salerno, Esq., at Squire,
Sanders & Dempsey LLP represent the Debtors.


SCIENTIFIC GAMES: $532.8M Sr Sec. Facility Gets S&P's BB- Rating
----------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'BB-' rating to
lottery and pari-mutuel operator Scientific Games Corp.'s proposed
$532.8 million senior secured credit facility.

At the same time, Standard & Poor's affirmed its ratings,
including its 'BB-' corporate credit rating, on New York, N.Y.-
headquartered Scientific Games. The bank facility is rated the
same as the corporate credit rating, reflecting the likelihood
that lenders would fall short of full recovery of principal under
a liquidation scenario. Proceeds from the new bank facility will
be used to fund the approximately $143 million purchase of IGT On-
Line Entertainment Systems, Inc., to refinance outstanding
debt under the company's existing bank facility, for general
corporate purposes (including capital spending initiatives), and
for fees and expenses. The ratings on the company's existing bank
facility will be withdrawn once the new facility closes. The
outlook is stable. Pro forma for the refinancing and OES
transaction, total debt outstanding at June 30, 2003, would have
been approximately $535 million.

The ratings on Scientific Games reflect the competitive market
conditions in the lottery and pari-mutuel industries, the mature
nature and capital intensity of the lottery industry, the cash
flow concentration from its lottery segment, the existence of a
much larger and well-established competitor in the on-line lottery
segment, GTech Holdings (BBB/Positive/--), and the company's
relatively aggressive growth strategy. These factors are tempered
by the company's leadership position in the pari-mutuel gaming and
instant-ticket lottery industries, long-term customer contracts, a
diversified customer base, and good credit measures for the
rating.

"Scientific Games' established position in the pari-mutuel and
instant ticket lottery segments is expected to continue to provide
a reliable source of cash flow over the intermediate term," said
Standard & Poor's credit analyst Michael Scerbo. While Standard &
Poor's expects the company will maintain a good financial profile
for the rating, providing some cushion to pursue new lottery
contracts and to seek out other strategic growth opportunities,
the company's enhanced presence in the on-line lottery segment
will be accompanied by the potential for significantly increased
capital spending.


SMITHWAY MOTOR: Negotiating Waiver of Loan Covenant Violation
-------------------------------------------------------------
Smithway Motor Xpress Corp. (Nasdaq: SMXC) announced financial and
operating results for the third quarter and nine months ended
September 30, 2003.

For the quarter, operating revenue decreased approximately 1.9% to
$42.5 million from $43.3 million for the corresponding quarter in
2003. Smithway's net loss was $305,000, or $0.06 per basic and
diluted share, compared with net loss of $757,000, or $0.16 per
basic and diluted share, for the same quarter in 2002.

For the first nine months in 2003, operating revenue decreased
approximately 4.0% to $124.6 million from $129.7 million for the
first nine months in 2002. Smithway's net loss was $2.3 million,
or $0.48 per basic and diluted share, compared with net loss of
$4.0 million, or $0.82 per basic and diluted share, for the first
nine months in 2002.

The improvement in performance is primarily attributable to a 9.7%
increase in weekly truck production and decreased expenses
resulting from ongoing cost containment efforts. Comparing third
quarter 2003 to third quarter 2002, fixed expenses decreased
13.10%, or $1.4 million. During the quarter, five operating
terminals have been consolidated into existing locations and two
maintenance facilities have been closed. These measures are a part
of the Company's initiatives to return to profitability.

As of September 30, 2003 the Company was in violation of one loan
covenant. The Company is currently seeking a waiver for the loan
covenant violation at September 30, 2003 and an extension of the
due date of the credit agreement to October 1, 2004. Because
classification of debt between long term and short term is
dependent upon the success of obtaining the waiver and extension,
the balance sheet is not included with this release.

Smithway is a truckload carrier that hauls diversified freight
nationwide, concentrating primarily on the flatbed segment of the
truckload market. Its Class A Common Stock is traded on the Nasdaq
National Market under the symbol "SMXC."


SPIEGEL INC: Gets Go-Signal to Pull Plug on Redmond Office Lease
----------------------------------------------------------------
On March 20, 1983, Eddie Bauer and N.A. Properties Limited
Partnership entered into a real property lease for 41,176 square
feet of commercial office space in a building located at 14850 NE
36th Street in Redmond, Washington.  The base term of the Redmond
Office Lease, as amended, is 13 years and will expire on July 31,
2006.  The monthly rent under the lease is currently $51,300.  
Eddie Bauer estimates that, as of September 30, 2003, its
remaining obligations under the Redmond Office Lease total
$2,050,342.  

The Spiegel Debtors had been using the premises to house certain
administrative operations.  However, as part of their
restructuring process and their efforts to reduce total operating
costs, the Debtors will relocate those operations to their main
campus.  Thus, the Debtors no longer require the use of the
leased premises and seek to reject the Redmond Office Lease
effective as of September 30, 2003.

Accordingly, Judge Blackshear grants the Debtors' request.
(Spiegel Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


TENET HEALTHCARE: Fitch Cuts Debt & Bank Ratings to BB from BB+
---------------------------------------------------------------
Fitch Ratings has lowered Tenet Healthcare Corp.'s senior
unsecured debt and bank facility ratings to 'BB' from 'BB+'.
Tenet's Ratings have been removed from Watch Negative. The Rating
Outlook is Negative.

Tenet recently announced that third quarter earnings will be
negatively affected by greater-than-expected bad debt expense
including charges for changes in bad debt accounting methodology.
The company indicated that it is likely to exceed the 2.5x
leverage covenant on its undrawn $1.5 billion bank credit facility
for the third quarter ended September 30, 2003.

Fitch's decision to lower Tenet's rating stems from uncertainty in
Tenet's cash flow generation. In addition to accelerating bad
debts, Tenet has stated that the company is having difficulty in
achieving market-level price increases with some managed care
payors. Tenet's growth in admissions, while down year-over-year,
appears to be stronger than most industry participants, in
addition, while Tenet is having difficulty with some managed care
payors, Medicare pricing is generally stable (excluding outliers).
However, it is difficult to gauge Tenet's ultimate profitability
and operational cash flow generation capacity and it is likely
that the company will generate only minimal free cash flow for
2003 and 2004 given its capital expenditure commitments.

Fitch expects Tenet's coverage and leverage ratios will be
sufficient for the new rating level. Fitch anticipates that for
2003 Tenet's coverage (EBITDA/interest) will likely be between 5.0
times and 6.0x and leverage (total debt/EBITDA) will be between
2.2x and 2.5x. Tenet's total debt at Sept. 30, 2003 was
approximately $4 billion.

To date, Tenet has sold 11 facilities for net proceeds (after
taxes and expenses) of approximately $600 million. Assuming the
company is able to successfully renegotiate its bank agreement at
acceptable terms liquidity should prove adequate to fund any
operational cash shortfalls in 2004. Tenet faces no material
maturities until 2006.

The rating outlook is negative as the company continues to address
still outstanding issues related to federal-level investigations
regarding the company's previous pricing practices, investigations
and charges filed at individual facilities stemming from
allegations of physician and management misconduct as well as
outstanding shareholder suits.


TENNECO AUTOMOTIVE: Completes Exchange Offer for 10.25% Notes
-------------------------------------------------------------
Tenneco Automotive (NYSE: TEN) has completed its offer to exchange
up to $350 million principal amount of 10.25% Senior Secured Notes
due 2013, which have been registered under the Securities Act of
1933, for a like amount of its existing 10.25% Senior Secured
Notes due 2013, which were issued on June 19, 2003 in a private
placement.

Tenneco Automotive received valid tenders for exchange from
holders of 100% of the original notes.  The terms of the new notes
are substantially identical to the terms of the original notes for
which they were exchanged, except that the transfer restrictions
and registration rights applicable to the original notes generally
do not apply to the new notes.

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


UNITED AIRLINES: Gets Court Clearance for Airbus Lease Amendment
----------------------------------------------------------------
The United Airlines Debtors obtained U.S. Bankruptcy Court Judge
Wedoff's nod of approval for an Omnibus Sublease Amendment with
Airbus Leasing VI, Inc., formerly known as A.I. Leasing VI, Inc.

The Debtors are authorized to amend the Subleases and perform all
obligations under the Omnibus Amendment.  The Debtors exercised
reasonable business judgment in filing the Omnibus Amendment in
redacted form, as it contains highly confidential and
competitively sensitive information pertaining to the Debtors'
business relationship with Airbus Leasing.

The key aspects of the Omnibus Amendment are:

   (a) downward modification of the Sublease Basic Rent;

   (b) payment by United to Airbus of the Sublease Basic Rent Up-
       Front Payment Amount;

   (c) deferral of portions of some Sublease Basic Rent payments;

   (d) termination of Sublease provisions relating to fixed
       renewal options and purchase options;

   (e) amendment of Sublease provisions relating to stipulated
       loss values;

   (f) allowance of the Deferred amount as an immediately due and  
       payable administrative expense claim in the event that  
       United rejects a Sublease; and

   (g) waiver by Airbus Leasing of all prepetition claims for any  
       Sublease assumed by the Debtors.

The Omnibus Amendment contains confidential information and will
be filed in redacted form.  Only parties with a direct interest
in the Aircraft will be provided with the non-redacted version of
the Amendment.

Aircraft with these Tail Nos. are affected by the Omnibus
Amendment: N406UA, N407UA, N408UA, N409UA, N410UA, N411UA,
N412UA, N413UA, N414UA, N416UA, N417UA, N418UA, N423UA, N424UA,
N425UA, N426UA, N427UA, N428UA, N429UA, N430UA, N431UA and
N432UA. (United Airlines Bankruptcy News, Issue No. 29; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


UNOVA INC: Third-Quarter 2003 Results Reflect Weaker Performance
----------------------------------------------------------------
UNOVA, Inc. (NYSE:UNA) -- http://www.unova.com-- announced  
results for the third quarter of 2003.

For the third quarter of 2003, UNOVA reported a net loss of $1.3
million on revenues of $278.0 million. Earnings from continuing
operations for the quarter were $4.1 million, compared to $15.8
million on revenues of $318.2 million for the third quarter of
2002.

In both the third quarters of 2003 and 2002, the Company reached
confidential settlements for intellectual property disputes
regarding its smart battery patents. Accordingly, segment
operating results from both periods included significant royalty
income. Segment operating profit from IP settlements in the third
quarter 2003 were $23.7 million lower than the prior-year quarter.
Segment operating profit from product and service revenues of $6.5
million represents a $3.3 million increase compared to the third
quarter of 2002 despite the $15 million revenue decline.

Special charges of $1.0 million affected pre-tax operating results
for the third quarter of 2003, comprising expenses for the ongoing
consolidation and restructuring within IAS and the relocation of
Corporate headquarters.

During the quarter, the Company sold principally all the assets
and existing backlog of its Lamb Body & Assembly Systems division.
The Company's revenues, costs and expenses from continuing
operations exclude the results of Lamb Body & Assembly for 2003
and 2002.

Loss from discontinued operations, including a loss on disposal of
$3.1 million, totaled $5.5 million and $9.3 million for the three-
and nine-month periods ending September 30, 2003, respectively.
The loss from discontinued operations totaled $1.5 million and
$4.2 million for the comparable three- and nine-month periods of
the prior year.

UNOVA's net cash (defined as total cash and cash equivalents less
total debt) improved $23.3 million during the third quarter 2003
to $17.8 million primarily due to continued positive cash flows
from operations and the sale of Lamb Body & Assembly. Total cash
at September 30, 2003 was $226.3 million.

                    Automated Data Systems

In the third quarter of 2003, revenues at the Company's ADS
segment, comprising Intermec Technologies, were $178.7 million.
ADS revenues for the comparable third quarter of 2002 were $198.5
million.

The ADS segment recorded a $22.2 million operating profit for the
third quarter of 2003 compared to an operating profit of $40.3
million for the third quarter of 2002. As stated earlier, segment
operating profit from IP settlements in the third quarter of 2003
were $23.7 million lower than the comparable prior-year period.

ADS' third quarter 2003 product and service revenues increased
$5.6 million and related segment operating profit also increased
$5.6 million compared to the third quarter of 2002. Systems &
Solutions product revenues grew six percent, service revenues grew
nine percent, and Printer/Media product revenues declined five
percent.

Geographically, the Europe, Middle East and Africa (EMEA) region
continued to show strong results. Revenues in EMEA grew 42 percent
over the comparable prior-year period. North America revenues
declined four percent. Revenues in the rest of the world declined
27 percent versus an unusually strong prior-year quarter.
Fluctuations in foreign currency exchange rates provided a
favorable $5 million impact.

Operating margin on ADS product and service revenues was 7.7
percent in the third quarter 2003, three percentage points greater
than the comparable prior-year quarter. The improvement was driven
by an approximate three point increase in product and service
gross margins.

Intermec announced several new products in the third quarter,
including the CK-30 industrial terminal, CV-60 vehicle mount
terminal, and the PM4i RFID-enabled smart label printer. The
company also announced an RFID "Ready to Go" kit comprising
comprehensive product and professional service offerings to allow
customers to evaluate RFID technology for emerging warehouse and
supply chain management applications.

                  Industrial Automation Systems

The Industrial Automation Systems segment reported an operating
loss of $6.4 million on revenues from continuing operations of
$99.3 million for the third quarter of 2003, compared to an
operating loss of $4.1 million on revenues from continuing
operations of $119.7 million for the third quarter of 2002.

The company's consolidation and restructuring plans reached an
important milestone as Cincinnati's metal cutting and service
parts businesses began to operate from the new facility in Hebron,
Ky.

During the quarter, IAS signed an alliance agreement with
Shenyang, the largest machine tool supplier in the People's
Republic of China. The new partnership will increase machine tool
content from China and the potential for bidding activities on
diesel and large-volume gasoline engine programs in China.

Backlog for all IAS continuing businesses is $282.6 million at
September 30, 2003, $68.6 million greater than the end of 2002.
IAS backlog in both periods is adjusted to reflect the
discontinued operations of Lamb Body & Assembly.

UNOVA (Fitch, B- Senior Unsecured Rating, Stable Outlook) is a
leading supplier of automated data collection, wireless networking
and mobile computing systems for industrial, distribution and
government markets. The company also designs and builds
manufacturing systems, primarily for the global automotive and
aerospace industries.

For more information on the Company, visit http://www.unova.com  


US AIRWAYS: Seeks Further Sec. 1110 Modification Date Extension
---------------------------------------------------------------
John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom, advises the Court that to date, the Reorganized US Airways
Debtors have successfully closed 173 finance transactions relating
to the Affected Aircraft and Engines, but have not been able to
close certain new or amended leases relating to 16 Affected
Aircraft and Engines.  The process has taken longer than expected
because:

   (a) the Reorganized Debtors and the relevant Aircraft
       Creditors are still negotiating the final documentation
       that will memorialize the material terms of the new
       financings;

   (b) the Outstanding Aircraft Equipment is not located in a
       jurisdiction that allows for the most favorable tax
       treatment for closing new financing transactions; and

   (c) the Reorganized Debtors have been unable to take the
       Outstanding Aircraft Equipment out of international
       service to permit transfer of title in accordance with FAA
       regulations.

Accordingly, the Reorganized Debtors ask the Court to further
extend the expiration date of the applicable 1110 Stipulations
until December 22, 2003.  This will be accomplished through
mutually agreed supplemental 1110 Stipulations, which are similar
to the 1110 Stipulation Extension Supplements previously approved
by the Court. (US Airways Bankruptcy News, Issue No. 40;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


USG CORP: Q3 Results Show Decline Due to Higher Energy Costs
------------------------------------------------------------
USG Corporation (NYSE: USG), a leading building products company,
reported third quarter 2003 net sales of $963 million and net
earnings of $39 million. Net sales increased $60 million while net
earnings declined $5 million compared with the third quarter last
year.  

"We achieved solid revenue growth during the quarter amid market
conditions that were mixed," commented William C. Foote, USG
Corporation Chairman, CEO and President. "Sales growth from record
product shipments in USG's two largest businesses, North American
gypsum and building products distribution, more than offset
weakness in our worldwide ceilings business caused by declining
commercial construction."

Commenting on profitability, Foote explained, "We continue to grow
and strengthen our company, but we are facing many ongoing cost
pressures, such as higher raw material and energy prices. We have
been working hard this year to offset these rising operating costs
and mitigate their impact on earnings. In 2003, we further
improved operating efficiencies, made better use of working
capital and reduced administrative expenses. In addition, we added
capacity in our growing Sheetrockr Brand joint compound and
Durockr Brand cement board product lines, and continued to invest
in our building products distribution business. Additional
initiatives are underway."

Net sales for the first nine months of 2003 were $2,739 million,
versus net sales of $2,617 million for the same period in 2002.
Net earnings for the first nine months were $76 million compared
to $22 million for that period last year. Diluted earnings per
share for the first nine months of 2003 were $1.75, compared to
$0.51 for the first nine months of 2002.

Results in both nine-month periods included charges related to the
adoption of new accounting standards. Net earnings for the first
nine months of 2003 include a noncash, after-tax charge of $16
million related to the adoption of Statement of Financial
Accounting Standards (SFAS) No. 143, "Accounting for Asset
Retirement Obligations." Net earnings in the first nine months of
2002 included a noncash, nontaxable charge of $96 million related
to the adoption of SFAS No. 142, "Goodwill and Other Intangible
Assets." Earnings before the cumulative effect of these accounting
changes were $92 million for the first nine months of 2003 and
$118 million for the same period last year. Diluted earnings per
share on that basis were $2.13 and $2.73 for the first nine months
of 2003 and 2002, respectively.

Earlier this year, the Judiciary Committee of the United States
Senate approved the Fairness in Asbestos Injury Resolution Act of
2003, a bill intended to establish a nationally administered trust
fund to compensate asbestos personal injury claimants. Since that
time, various provisions of the bill have been the subject of
intense discussions. USG has been actively and directly involved
in these discussions and remains very supportive of current
efforts to pass asbestos litigation reform legislation.

Foote praised those involved in developing a bipartisan,
legislative solution to the asbestos litigation crisis, saying,
"The tremendous amount of time and effort devoted to this
legislative initiative by Senators Frist, Hatch, Daschle, Leahy
and many others in Congress, together with representatives of
labor and the business community, speaks to the seriousness of the
asbestos crisis. For the sake of those suffering from asbestos-
related diseases, as well as retirees, employees, creditors and
shareholders who are being harmed by the current system, we must
keep working toward an equitable solution to this crisis."

                      Core Business Results

North American Gypsum

USG's North American gypsum business recorded net sales of $600
million and operating profit of $60 million in the third quarter.
This compares with net sales and operating profit of $552 million
and $63 million, respectively, in the third quarter last year.

United States Gypsum Company ("U.S. Gypsum") realized third
quarter 2003 net sales of $540 million and operating profit of $43
million. These results compare with net sales and operating profit
of $502 million and $50 million, respectively, in the third
quarter last year. The largest factor contributing to the decline
in profitability was a lower profit margin on Sheetrock Brand
gypsum wallboard due to increased energy costs.

U.S. Gypsum shipped 2.7 billion square feet of Sheetrock Brand
gypsum wallboard in the third quarter, a record for any quarter.
Wallboard shipments for the third quarter of 2003 were 4 percent
higher than the same period a year ago. For the first nine months
of this year, shipments totaled 7.8 billion square feet, up 1
percent from the same period last year.

U.S. Gypsum's nationwide average realized price of Sheetrock Brand
gypsum wallboard was $101.83 per thousand square feet during the
third quarter, compared to $101.03 in the third quarter last year
and $100.47 in the second quarter this year. There was modest
price improvement late in the quarter following a price increase.

Wallboard manufacturing costs were higher in the third quarter
compared to the same period last year, primarily due to increased
energy costs. Market prices for natural gas, a major source of
energy for the company, were up over 50 percent in the third
quarter of this year compared to the same period last year.
Increased production efficiencies at the company's wallboard
plants offset a portion of the cost increase. Higher energy and
raw material costs also reduced profit margins on U.S. Gypsum's
complementary products.

The gypsum business of Canada-based CGC Inc. reported third
quarter 2003 net sales of $69 million, which is $13 million higher
than last year's third quarter. Operating profit of $11 million
increased from $7 million in last year's third quarter. Most of
the improvement in results was due to higher shipments of
Sheetrock Brand gypsum wallboard products and a stronger Canadian
dollar.

Worldwide Ceilings

USG's worldwide ceilings business recorded net sales of $157
million and operating profit of $12 million in the third quarter.
This compared with net sales and operating profit of $162 million
and $15 million, respectively, in the third quarter of 2002. Most
of the decline in sales and profit was attributable to USG's
domestic ceilings subsidiary, USG Interiors.

USG Interiors had operating profit of $10 million in the third
quarter, compared with $13 million for the same period last year.
Higher energy and steel costs, combined with lower shipments of
ceiling grid and tile, were the primary reasons for the decrease
in operating profit. These factors more than offset the benefit of
improved pricing the company achieved in most of its ceiling
product lines.

USG International had break-even results in the third quarter of
2003, compared to a profit of $1 million for the same period a
year ago. Third quarter 2003 results included a $1 million
writedown related to a previously closed ceiling tile plant in
Aubange, Belgium. The ceilings business of Canada-based CGC
contributed $2 million in operating profit, $1 million higher than
last year.

Building Products Distribution

L&W Supply Corporation, USG's building products distribution
subsidiary, reported third quarter 2003 net sales of $341 million,
compared to $317 million in the same period a year ago. The
increase in revenues was due to record shipments of gypsum
wallboard and complementary building products, primarily drywall
metal, joint treatment and roofing.

Operating profit for L&W was $17 million in the quarter versus $18
million in the third quarter of 2002. The decline was mainly due
to higher product costs. As of September 30, 2003, L&W operated
185 locations in the U.S., distributing a variety of gypsum and
ceiling products, as well as related building materials.

Other Consolidated Information

Third quarter 2003 selling and administrative expenses totaled $78
million, an increase of $2 million versus the third quarter of
2002. Selling and administrative expenses were 8 percent of net
sales in the third quarter, the same level as in the third quarter
of 2002. Selling and administrative expenses totaled $239 million
for the first nine months of 2003 compared to $238 million for
that period last year. These amounts were 9 percent of net sales
in both nine-month periods.

Interest expense of $2 million and $5 million was incurred in the
third quarter and first nine months of 2003, respectively. This
compares with interest expense of $1 million and $4 million in the
same periods last year. Under AICPA Statement of Position 90-7
("SOP 90-7"), "Financial Reporting by Entities in Reorganization
under the Bankruptcy Code," virtually all of USG's outstanding
debt is classified as liabilities subject to compromise, and
interest expense on this debt is not accrued or recorded.
Contractual interest expense not accrued or recorded on pre-
petition debt totaled $17 million and $53 million in the third
quarter and first nine months of 2003, respectively.

For the third quarter, USG's Chapter 11 reorganization expenses of
$2 million reflected $4 million of legal and financial advisory
fees, partially offset by $2 million of interest income earned by
the USG companies in Chapter 11. Under SOP 90-7, interest income
earned on cash accumulated as a result of the Chapter 11 filing is
recorded as an offset to Chapter 11 reorganization expenses.

As of September 30, 2003, USG had $901 million of cash, cash
equivalents, restricted cash and marketable securities on a
consolidated basis, up from $788 million as of June 30, 2003, and
$830 million as of December 31, 2002. Capital expenditures for the
third quarter and first nine months of 2003 were $25 million and
$61 million, respectively. Expenditures for the same periods last
year were $26 million and $64 million, respectively.

USG Corporation is a Fortune 500 company with subsidiaries that
are market leaders in their key product groups: gypsum wallboard,
joint compound and related gypsum products; cement board; gypsum
fiber panels; ceiling panels and grid; and building products
distribution. For more information about USG Corporation, visit
the USG home page at http://www.usg.com


WINN-DIXIE: Names Joel Barton as Group VP of Merchandising
----------------------------------------------------------
Winn-Dixie Stores, Inc. (NYSE: WIN) announced Joel Barton as Group
Vice President of Merchandising and Cheryl Forehand as Division
Manager of Winn-Dixie Charlotte, Inc., effective immediately.

Barton will be responsible for leading the merchandising, category
management and pricing efforts for the company.  He will report to
Dick Judd, Senior Vice President of Supply Chain and
Merchandising.

Barton most recently served as Division Manager Winn-Dixie
Charlotte, Inc. He joined Winn-Dixie in 2002 from Spartan Stores
in Michigan where he was Executive Vice President, Merchandising
and Marketing and President of Retail Stores, responsible for
merchandising, sales and marketing for both retail-owned stores
and wholesale customer stores.  Prior to this, Barton was with
Raley's in California for 27 years, leaving as Senior Vice
President, Supermarket Division.

"The perspective he will bring from his experience at retail and
his work at Winn-Dixie managing the division will increase the
level of service we can provide to retail," said Judd.  "Joel's
background in merchandising, store management and marketing will
be great assets to leading our merchandising team as we work to
continually improve our results."

Replacing Barton is Cheryl Forehand, who most recently served as
Senior Director of Operations for Winn-Dixie.

She joined the company in 1972 as a part-time cashier in
Jacksonville and progressed to store manager.  After that, she
held several positions in her 30-year career with Winn-Dixie in
both retail and store support, including district manager, GM
merchandiser for the Charlotte division, corporate sales
coordinator, and director of procurement for non-foods.

Forehand graduated Magna Cum Laude from the University of North
Florida with a bachelor's degree in business administration.  She
then earned a master's degree in business administration, a
master's degree in accountancy, and a certificate in Management of
Information Systems from UNF.  She was named to the Honor Society
of Phi Kappa Phi, which recognizes those who obtain high levels of
academic achievement.

"Cheryl's strong background in procurement, proven experience in
operations and core business skills will greatly benefit the
Charlotte division," said John Sheehan, Senior Vice President of
Operations.  "We look forward to the positive impact her in-depth
knowledge of information systems, accounting and retail operations
will have on the Winn-Dixie Charlotte division."

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

                         *    *    *

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

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

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

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

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

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

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


WORLDCOM INC: Enters Tender Agreements with Digex Shareholders
--------------------------------------------------------------
MCI (WCOEQ, MCWEQ) announced that David J. Greene & Company LLC
and JMB Capital Partners, L.P., stockholders of Digex,
Incorporated (OTC Bulletin Board: DIGX), have entered into
agreements to tender all of the shares of Class A Common Stock of
Digex owned by them into MCI's pending tender offer for the shares
of Class A Common Stock of Digex.

Collectively, David J. Greene & Company and JMB Capital own an
aggregate of 7,199,859 shares of Class A Common Stock. MCI
commenced a tender offer for all of the outstanding shares of
Class A Common Stock of Digex on August 27, 2003. The offer
currently is scheduled to expire at 5:00 p.m., New York City time,
on October 31, 2003.

The tender of the shares of Class A Common Stock by the two
stockholders is conditioned upon MCI increasing the offer price to
$1.00 per share from the current offer price of $0.80 per share, a
25 percent increase. Approval of the U.S. Bankruptcy Court for the
Southern District of New York is required for MCI to increase the
offer price. MCI will promptly file a motion with the Bankruptcy
Court seeking approval for the payment of the increased offer
price.

If Bankruptcy Court approval is obtained, MCI will announce that
it is offering the increased price to Digex shareholders and will
extend the expiration date of the tender offer. In such event, all
shareholders who tender shares to MCI pursuant to the tender offer
would receive such increased price for shares tendered, regardless
of whether such shares are tendered before or after such
announcement, if the tender offer is consummated.

As of noon today, approximately 8,830,284 shares of Class A Common
Stock have been validly tendered (and not properly withdrawn).
Such tendered shares, plus the shares David J. Greene and JMB
Capital have agreed to tender as described above, aggregates
16,030,143 shares, approximately 2,929,273 shares less than needed
to satisfy the minimum condition of the tender offer. Georgeson
Shareholder Communications Inc. is acting as the Information Agent
in connection with the tender offer and can be contacted at (212)
440-9800 (for banks and brokers) or (866) 295-8105 (toll free for
all others). The agreements, as well as other documentation
relating to the offer, may be obtained free of charge at the SEC's
Web site -- http://www.sec.gov-- or by contacting Georgeson  
Shareholder Communications. Digex stockholders and other
interested parties are urged to read the documentation relating to
the offer because it contains important information.

WorldCom, Inc. (WCOEQ, MCWEQ), which currently conducts business
under the MCI brand name, is a leading global communications
provider, delivering innovative, cost-effective, advanced
communications connectivity to businesses, governments and
consumers. With the industry's most expansive global IP backbone,
based on company-owned POPs, and wholly-owned data networks,
WorldCom develops the converged communications products and
services that are the foundation for commerce and communications
in today's market. For more information, go to http://www.mci.com  

Digex is a leading provider of enterprise hosting services. Digex
customers, from Fortune 1000 companies to leading Internet-based
businesses, leverage Digex's trusted infrastructure and advanced
services to successfully deploy business-critical and mission-
critical Web sites, enterprise applications and Web Services on
the Internet. Additional information on Digex is available at
http://www.digex.com


WORLDCOM INC: Five More States Want More Time to File Claims
------------------------------------------------------------
The States of Kansas, Michigan, Minnesota, Montana and Oklahoma,
seek a similar extension of the Claims Bar Date, as established in
the Worldcom Debtors' bankruptcy proceedings.  

Bill Lockyer, Attorney General of the State of California, tells
Judge Gonzalez that the Five States are also "similarly situated"
States that, like the Commonwealth of Massachusetts and others,
need more time to conduct a tax audit of the Debtors' books and
records, to determine, among other things, the validity of the
alleged royalty payments and the proper accounting of those
deductions and corresponding revenues claimed by WorldCom, MCI and
certain subsidiaries, and if necessary, to file amended or
additional proofs of claim for any corporate income taxes that
such an audit determines are properly due and owing.  

The Five States also want to participate in a joint audit being
planned by numerous other States, all of which have already
received WorldCom's agreement to an extension of the Claims Bar
Date.  Enlargement of the January 23, 2003 Claims Bar Date is
necessary to enable this participation and to allow any resulting
proofs of claim to be filed. (Worldcom Bankruptcy News, Issue No.
40; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


* Shari Siegel Joins Dreier LLP as Partner in Bankruptcy Dept.
--------------------------------------------------------------
Dreier LLP announced last week that Shari Siegel, Esq., has joined
the firm as a partner in the bankruptcy department.  Prior to
joining Dreier LLP, Ms. Siegel was of counsel at Latham & Watkins
LLP, where she focused on corporate restructuring, bankruptcy and
bankruptcy litigation strategy.  Previously, she was counsel at
Simpson Thacher & Bartlett LLP and began her legal career as an
associate with Cleary, Gottlieb, Steen & Hamilton.    

Dreier LLP, a rapidly growing litigation-focused boutique that
also has corporate, real estate and entertainment law practice
groups, recently instituted a full service bankruptcy and
creditors' rights practice.  

"Shari is an important addition to our growing bankruptcy team at
Dreier LLP.  Her expertise -- including her extensive experience
representing debtors -- helps position us as key players in the
national bankruptcy arena," stated Norman N. Kinel, Esq., Partner
and Chairman of the Bankruptcy Department at Dreier LLP.  

Ms. Siegel, who has practiced extensively in the field of
insolvency and reorganization for 14 years, will continue her full
spectrum of representations involving corporate reorganizations.  
She has represented numerous troubled companies, Chapter 11
debtors, acquirors of troubled companies, secured lenders,
unsecured creditors, indenture trustees and committees in all
phases of Chapter 11 cases, in addition to general bankruptcy
litigation.  

Ms. Siegel enjoys the variety and perspective of representing many
different types of constituencies in different cases.  She plans
to continue to have a mix of roles, however at Dreier LLP intends
to focus on representing those parties -- debtors, acquirors and
unsecured creditors -- who present significant conflicts issues
for law firms that have ties to underwriters and institutional
secured lenders.  

"Because of the vast number of parties involved in Chapter 11
cases and the rules regarding 'disinterestedness' and 'adverse
interests' that govern a lawyer's ability to represent such
parties,  conflicts issues can be more problematic when dealing
with troubled companies and distressed situations than they are in
other areas of corporate and general litigation practice,"  stated
Ms. Siegel.  "Being at Dreier LLP provides me with the opportunity
to provide high-caliber, sophisticated advice to clients in
complex restructuring situations with far fewer of the
restrictions of larger firms.  I am pleased to join the bankruptcy
practice at Dreier and am particularly looking forward to the
entrepreneurial aspect of working at a smaller firm."

Ms. Siegel currently represents Orbital Imaging Corporation, which
just completed its successful reorganization.  Together with Mr.
Kinel, she is also currently representing the Official Committee
of Unsecured Creditors of 360networks.  She has successfully
represented clients in such major Chapter 11 bankruptcy
proceedings as Bethlehem Steel, Crystal Brands, Carter Hawley
Hale, Dow Corning, FPA Medical Management, Global Crossing,
Macy's, Mobilemedia, New Valley, NextWave Personal Communications,
Pan Am Corporation, Spectrum Information Technologies and XO
Communications, among others.

Ms. Siegel is a certified mediator, and is a member of the
Mediation Panel in the Bankruptcy Court for the Southern District
of New York.  She is also a member of the American Bankruptcy
Institute.

Ms. Siegel received a bachelor's degree from Barnard College,
Columbia University and a J.D. magna cum laude from Benjamin N.
Cardozo School of Law.  

She has written numerous articles on bankruptcy and
reorganization, including: "Acquiring All or Part of a Troubled
Company", The Practical Lawyer (2003); "Perks and Parachutes:
Severance, Bonuses and Other Employee Payments in Chapter 11",
XVII Bankruptcy Strategist (May 2000); "Do Perks and Parachutes
Survive in Chapter 11", New York Law Journal (February 28, 2000);
"Taking Stock of Stock as Collateral", New York Law Journal (March
3, 1997); and "Preparing to File a Megacase", Bankruptcy
Litigation (October 1993).   

                    Background on Dreier LLP

Dreier LLP was founded in 1996 by Marc Dreier, Esq., to be a more
responsive and innovative alternative to "large-firm" lawyering.  
Prior to founding Dreier LLP, Mr. Dreier was the chair of the
litigation department of the New York office of Fulbright &
Jaworski LLP.  Dreier LLP represents a wide range of
institutional, entrepreneurial and individual clients in diverse
sectors of financial, industrial and service-oriented markets.  
The 30-person law firm is active in the areas of commercial
litigation, intellectual property, corporate and securities law,
real estate, bankruptcy, entertainment and employment law.  The
firm's offices are located at 499 Park Avenue in New York, NY.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Alliance Imaging        AIQ         (39)         683       43
Akamai Technologies     AKAM       (168)         230       60
Alaris Medical          AMI         (32)         586      173
Amazon.com              AMZN     (1,353)       1,990      550
Aphton Corp             APHT        (11)          16       (5)
Arbitron Inc.           ARB        (100)         156       (2)
Alliance Resource       ARLP        (46)         288      (16)
Atari Inc.              ATAR        (97)         232      (92)
Actuant Corp            ATU         (44)         295       18
Avon Products           AVP         (91)       3,327       73
Saul Centers Inc.       BFS         (13)         389      N.A.
Blount International    BLT        (369)         428       91
Cincinnati Bell         CBB      (2,104)       1,467     (327)
Cubist Pharmaceuticals  CBST         (7)         221      131
Choice Hotels           CHH        (114)         314      (37)
Columbia Laboratories   COB          (8)          13        5
Campbell Soup Co.       CPB        (114)       5,721   (1,479)
Caraco Pharm Labs       CPD         (20)          20       (2)
Centennial Comm         CYCL       (579)       1,447      (98)
Echostar Comm           DISH     (1,206)       6,210    1,674
D&B Corp                DNB         (19)       1,528     (104)
WR Grace & Co.          GRA        (222)       2,687      587
Graftech International  GTI        (351)         859      108
Hexcel Corp             HXL        (127)         708     (531)
Integrated Alarm        IASG        (11)          46       (8)
Imax Corporation        IMAX       (104)         243       31
Imclone Systems         IMCL       (186)         484      139
Inkine Pharm            INKP         (6)          14        5
Gartner Inc.            IT          (29)         827        1
Journal Register        JRC          (4)         702      (20)
KCS Energy              KCS         (30)         268      (16)
Kos Pharmaceuticals     KOSP        (75)          69      (55)
Lodgenet Entertainment  LNET       (101)         298       (5)
Level 3 Comm Inc.       LVLT       (240)       8,963      581
Memberworks Inc.        MBRS        (21)         281     (100)
Moody's Corp.           MCO        (327)         631     (190)
McDermott International MDR        (417)       1,278      154
McMoRan Exploration     MMR         (31)          72        5
Maguire Properti        MPG        (159)         622      N.A.
MicroStrategy           MSTR        (34)          80        7
Northwest Airlines      NWAC     (1,483)      13,289     (762)
ON Semiconductor        ONNN       (525)       1,243      195
Petco Animal            PETC        (11)         555      113
Primus Telecomm         PRTL       (168)         724       65
Per-Se Tech Inc.        PSTI        (39)         209       32
Qwest Communications    Q        (1,094)      31,228   (1,167)
Rite Aid Corp           RAD         (93)       6,133    1,676
Ribapharm Inc           RNA        (363)         199       92
Sepracor Inc            SEPR       (392)         727      413
Sigmatel Inc.           SGTL         (4)          18       (1)
St. John Knits Int'l    SJKI        (76)         236       86
Solutia Inc.            SOI        (249)       3,342     (231)
I-Stat Corporation      STAT          0           64       33
Syntroleum Corp.        SYNM         (1)          47       14
Town and Country Trust  TCT          (2)         504      N.A.
Tenneco Automotive      TEN         (75)       2,504      (50)
TiVo Inc.               TIVO        (25)          82        1
Triton PCS Holdings     TPC         (60)       1,618      173
UnitedGlobalCom         UCOMA    (3,040)       5,931   (6,287)
United Defense I        UDI         (30)       1,454      (27)
Ultimate Software       ULTI         (7)          31      (10)
UST Inc.                UST         (47)       2,765      829
Valassis Comm.          VCI         (33)         386       80
Valence Tech            VLNC        (17)          36        4
Ventas Inc.             VTR         (54)         895      N.A.
Warnaco Group           WRNC     (1,856)         948      471
Western Wireless        WWCA       (464)       2,399     (120)
Xoma Ltd.               XOMA        (11)          72       30

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR, is
provided by DebtTraders in New York. DebtTraders is a specialist
in global high yield securities, providing clients unparalleled
services in the identification, assessment, and sourcing of
attractive high yield debt investments. For more information on
institutional services, contact Scott Johnson at 1-212-247-5300.
To view our research and find out about private client accounts,
contact Peter Fitzpatrick at 1-212-247-3800. Real-time pricing
available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Bernadette C. de Roda, Donnabel C. Salcedo, Ronald P.
Villavelez and Peter A. Chapman, Editors.

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***