TCR_Public/031030.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, October 30, 2003, Vol. 7, No. 215   

                          Headlines

ADVANCED LIGHTING: Creditors Agree to Back Reorganization Plan
AIR CANADA: E&Y Reports Estimated Professionals' Compensation
ALASKA AIRLINES: Contract Extension Reached with Airlines Agents
ALLIED WASTE: Third-Quarter Results Reflect Weaker Performance
AMERCO: Equity Committee Hires Stutman as Special Counsel

AMERICAN AIRLINES: Securityholders Selling Sr. Convertible Notes
AMERICAN PLUMBING: Wants Access to Up to $25MM of DIP Financing
AMERISTAR CASINOS: Reports Slight Growth for Third-Quarter 2003
ANC RENTAL: Proposes to Set-Up Liquidating Trust Under Plan
ARMSTRONG HOLDINGS: AWI Voting Deadline Extended Until Tomorrow

ATLANTIC COAST: Sues Mesa Air for Violating Securities Laws
BALLY TOTAL: Sept. 30 Working Capital Deficit Narrows to $54MM
BANC OF AMERICA: Fitch Rates Class B-4 & B-5 at Low-B Levels
BANC OF AMERICA: Fitch Takes Rating Actions on 3 Certificates
BAY VIEW CAPITAL: Board Approves Partial Liquidation Strategy

BOB'S STORES: Brings-In Goodwin Procter as Bankruptcy Counsel
BURLINGTON: El Paso Natural Takes Action to Block Confirmation
CALAIS RESOURCES: Needs New Financing to Continue Operations
CREDIT SUISSE: Fitch's Series 2001-CF2 Note Ratings Affirmed
CROWN CASTLE: Third-Quarter Net Loss Balloons to Nearly $100 Mil.

CRYOCON INC: Reports Changes in Executive Management
CRYOCON INC: Hires Stark Winter New Independent Accountants
CSG SYSTEMS: Seeking Waiver of Potential Loan Covenant Breach
DILLARD'S: Fitch Initiates Coverage and Assigns Low-B Ratings
DIRECTV LATIN: Gets Nod to Release Confidential Information

DJ ORTHOPEDICS: Third-Quarter Results Enter Positive Territory
DUALSTAR TECH.: Consummates Exchange of Note with its Sr. Lender
ECHOSTAR COMMS: Will Publish Third-Quarter Results on Nov. 11
EDISON MISSION: S&P Cuts Corporate Credit Rating to B from BB
ENRON: Wants Nod to Allow Papiers & St. Aurelie to Sell Business

EXIDE TECHNOLOGIES: Wants Nod to Hire Chicago Partners as Expert
FARMLAND INDUSTRIES: Completes Asset Sale to Smithfield Foods
FARMLAND INDUSTRIES: Ups Estimated Distribution to Unsecureds
FEDERAL-MOGUL: Seeks Nod for Securities Class Action Settlement
FISHER SCIENTIFIC: Files Form S-3 Related to Senior Debt Issue

GE CAPITAL: Fitch Affirms Ratings on Series 2001-2 Certificates
GENTEK INC: Wants Clearance for Majestic Settlement Agreement
GEORGETOWN STEEL: Signs-Up Donlin Recano as Court Claims Agent
HORSEHEAD: Wants Plan-Filing Exclusivity Preserved Until Nov. 20
INDUSTRY MORTGAGE: Class B Note Rating Dropped 3 Notches to B-

INDYMAC ABS: S&P Junks SPMD 2000-B Class BF Notes Rating at CC
INSITE VISION: Ernst & Young Will Resign as Independent Auditor
INTEREP NATIONAL: Initates Legal Action vs. Citadel Broadcasting
IT GROUP: Committee Asks Court to Compel Shaw to Produce Docs.
ITRON: Proposed $240MM Senior Secured Bank Loan Gets BB- Rating

LA QUINTA: Names William O. Powell III Chief Accounting Officer
MAGELLAN HEALTH: Wants to Reject Loudon Sublease and Guarantee
MAXXIM MEDICAL: Medline and RoundTable Agree to Acquire Assets
MERCURY AIR: Selling Fixed Base Operations to Allied Capital
MIRANT CORP: Asks Court to Okay New York D.E.C. Consent Decree

MOODY'S CORP: Third-Quarter Operating Results Show Strong Growth
MOODY'S CORP: Declares Quarterly Dividend Payable on December 10
NORSKE SKOG: Credit Ratio Concerns Spur Negative Ratings Outlook
NRG ENERGY: Court Approves Third Amended Disclosure Statement
NUTRAQUEST: Section 341(a) Meeting to Convene on November 20

O-CEDAR HOLDINGS: Asset Sale Auction Set for November 4, 2003
OCG TECHNOLOGY: Arthur Yorkes Resigns as Independent Accountants
OPTIMIZATION ZORN: Case Summary & 20 Largest Unsecured Creditors
OWENS CORNING: Balks at New Jersey DEP's $73-Million Claim
PACER TECHNOLOGY: Special Shareholders' Meeting Set for Dec. 9

PEMSTAR INC: May Need to Seek Waivers of Certain Loan Covenants
PEREGRINE SYSTEMS: Appoints 3 New Members to Board of Directors
PG&E CORP: CEO Glynn Says Company "on Clear Path to Stability"
PG&E NATIONAL: Wants Solicitation Exclusivity Extended to May 5  
POLYPHALT: Wants More Time to File Proposal Under Canadian BIA

R.H. DONNELLEY: Sept. 30 Net Capital Deficit Doubles to $61 Mil.
R.J. REYNOLDS: Class Action Stay Prompts Fitch to Remove Watch
REGUS BUSINESS: Court to Consider Plan on November 12, 2003
RELIANCE: Liquidator Gets Nod to Sell RNIC (Europe) to Omni
RESMED INC: Reports Better September 2003 Quarter Performance

RESORTS INT'L: Results Improvement Continued in Third Quarter
ROUGE INDUSTRIES: Taps Rust Consulting as Claims & Notice Agent
SAFETY-KLEEN CORP: Sues 34 More Vendors to Recover Preferences
SENIOR HOUSING: Elects Frederick N. Zeytoonjian to Board
SOLECTRON CORP: Subpar Profits Prompt S&P to Downgrade Ratings

SPHERION CORP: Combines Technology & Professional Recruiting Biz
SPECTRX INC: Shoos-Away Ernst & Young and Taps Eisner as Auditor
TANGER FACTORY: Sept. Quarter Results Show Marked Improvement
TEMBEC INC: S&P Affirms Ratings & Revises Outlook to Negative
U.S. STEEL: Third-Quarter Net Loss Skyrockets to $349 Million

UNITED RENTALS: S&P Assigns B+ Rating on Sub. & Proposed Notes
WASHINGTON MUTUAL: Fitch Rates Class B-4 and B-5 Notes at BB/B
WHEELING-PITTSBURGH: Commences Nasdaq Trading under WPSC Symbol
WORLDCOM INC: Plan Confirmation Hearing Resumes Today

* Pachulski Stang Moves New York Office to 780 Third Avenue

* DebtTraders' Real-Time Bond Pricing

                          *********

ADVANCED LIGHTING: Creditors Agree to Back Reorganization Plan
--------------------------------------------------------------
Advanced Lighting Technologies, Inc., (OTCBB:ADLTQ) reached an
announced that an agreement has been reached with the Creditors'
Committee and that the company's reorganization plan is now
supported by all major constituents.

The Creditors' Committee has asked in a letter to all unsecured
creditors that they vote to accept the plan, the company said. The
principal issue that has been resolved related to the amount,
interest rate and maturity date on new notes to be issued to the
holders of the company's outstanding senior notes.

The company filed a motion with the bankruptcy court asking for
approval of its agreement with the Creditors' Committee. Once
approved, a revised supplemental disclosure statement describing
the changes that have been made will be circulated to interested
parties. The company anticipates that voting on the plan will be
completed in time for the December 8, 2003, confirmation hearing
previously scheduled by the bankruptcy court.

Advanced Lighting had filed the plan filed on October 3, 2003, in
collaboration with Saratoga Partners. Saratoga, a New York-based
private-equity investment firm, has said it will invest a total of
$30 million in Advanced Lighting.

ADLT is an innovation-driven designer, manufacturer and marketer
of metal halide lighting products, including materials, system
components, systems and equipment. ADLT and certain of its United
States subsidiaries, including APL Engineered Materials, Inc., are
currently operating as debtors-in-possession while the companies
reorganize under Chapter 11 of the United States Bankruptcy Code.
ADLT also develops, manufactures and markets passive optical
telecommunications devices, components and equipment based on the
optical coating technology of its wholly owned subsidiary,
Deposition Sciences, Inc., which is not operating under protection
of the Bankruptcy Code.


AIR CANADA: E&Y Reports Estimated Professionals' Compensation
-------------------------------------------------------------
Martin Daigneault, Principal at Ernst & Young Inc., reports the
estimate of accrued and unpaid fees and disbursements to Air
Canada professionals, exclusive of GST, as of September 30, 2003:

Professional              Function                    Total Fees
------------              --------                    ----------
Ernst & Young Inc.        Monitor                   CND1,055,073
Stikeman Elliott          Counsel to Air Canada       CND989,404
Lenczner Slaght Royce     Counsel to the Monitor      CND111,833
   Smith Griffin
Bennett Jones LLP         Counsel to Air Canada       CND899,600
Willkie Farr & Gallagher  U.S. counsel to Air Canada     $13,752
Blank Rome                U.S. counsel to Monitor        $15,531

Air Canada employed Bennett Jones LLP to assist in the
restructuring of aircraft leases.

The Monitor is not aware of any actual or threatened lawsuits   
against the firms in their capacity as Air Canada CCAA
professionals, Mr. Daigneault says. (Air Canada Bankruptcy News,
Issue No. 15; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ALASKA AIRLINES: Contract Extension Reached with Airlines Agents
----------------------------------------------------------------
Alaska Airlines (S&P, BB- Corporate Credit Rating, Negative) has
reached a tentative agreement with the International Association
of Machinists and Aerospace Workers that would extend the existing
contract between the airline and its clerical, office and
passenger service employees.

The agreement covers Alaska's 3,153 customer service agents,
reservations sales agents, operations agents, accounting
specialists and more. The agreement must be ratified before it
will take effect. IAM members will be voting to ratify over the
next few weeks.

The new contract affects only wages, bringing the carrier's COPS
employees in line with market rates for the industry. Employees
will receive a 2 percent pay increase retroactive to October 26,
2002, and another 2 percent commencing October 25, 2003.

The agreement resolves a longstanding issue surrounding employee
shift trades. Otherwise, work rules, pensions, health benefits and
other elements are unchanged.

Negotiations on a new contract began 15 months ago but prospects
for an agreement were not likely in the near term. "While progress
was made in a number of areas during that time, two of the biggest
-- pensions and health care -- found the negotiating teams
struggling to find common ground," said Ed White, vice president
of ground services. "Rather than let pay increases get held up
because of those two issues, the negotiating teams opted for this
extension."


ALLIED WASTE: Third-Quarter Results Reflect Weaker Performance
--------------------------------------------------------------
Allied Waste Industries, Inc. (NYSE: AW) reported financial
results for the third quarter ended September 30, 2003.  Allied
Waste highlighted the following information from its reported
financial results:

    -- Revenues for the three months and nine months ended
       September 30, 2003 were $1.394 billion and $4.032 billion,
       respectively;

    -- Operating income for the three months and nine months ended
       September 30, 2003 was $286 million and $811 million,
       respectively;

    -- Operating income before depreciation and amortization* for
       the three months and nine months ended September 30, 2003
       was $426 million and $1.221 billion, respectively;

    -- Cash flow from operations for the three months and nine
       months ended September 30, 2003 was $253 million and $630
       million, respectively;

    -- Free cash flow for the three months and nine months ended
       September 30, 2003 was $116 million and $275 million,
       respectively; and

    -- Debt was $8.2 billion and the cash balance was $210
       million, reflecting a $146 million decrease in net debt
       during the third quarter.

Revenues for the third quarter 2003 increased to $1.394 billion
from $1.380 billion in the third quarter 2002.  Same store volumes
increased by $36 million or 2.7%, partially offset by a decrease
in revenue from net divestitures of $13 million and a decrease in
average per unit price of $9 million, or 0.7%.

Operating income for the third quarter 2003 was $286 million,
compared to $334 million for the third quarter 2002.  For the
third quarter ended September 30, 2003, operating income before
depreciation and amortization was $426 million, compared to $459
million in the third quarter of 2002.  The decreases in operating
income and operating income before depreciation and amortization*
are primarily due to year over year cost increases outpacing
price increases.  Net income from continuing operations was $0.12
per share in the third quarter of 2003 (which includes the ($0.02)
per share dilutive impact for costs incurred to repay debt prior
to maturity and the impact of de-designated interest rate swap
contracts) compared to $0.21 per share in the third quarter of
2002 (which includes the ($0.09) per share dilutive impact for
costs incurred to repay debt prior to maturity and the impact of
de-designated interest rate swap contracts).

Cash flow from operations in the third quarter 2003 was $253
million, compared to $315 million in the third quarter 2002.  
During the third quarter 2003, free cash flow was $116 million,
compared to $241 million in the third quarter 2002.  The decreases
in the cash flow metrics are primarily due to the year over year
reduction in operating income before depreciation and amortization
and the timing of increased capital expenditures, offset by a
reduction in cash interest due to the continued debt reduction.  
Debt, net of cash balances, decreased by $146 million to $7.995
billion.

For the nine months ended September 30, 2003, operating income
before depreciation and amortization was $1.221 billion on
revenues of $4.032 billion compared to operating income before
depreciation and amortization of $1.297 billion on revenues of
$4.000 billion for the nine months ended September 30, 2002.  For
the nine months ended September 30, 2003, operating income was
$811 million compared to $933 million for the nine months ended
September 30, 2002.  For the nine months ended September 30, 2003,
free cash flow was $275 million and cash flow from operations was
$630 million compared to free cash flow of $308 million and
cash flow from operations of $761 million for the nine months
ended September 30, 2002.

Allied Waste classified as Discontinued Operations the results of
the New Jersey operations that were sold in the third quarter of
2003 and certain operations in Florida that were sold in October
of 2003.  Prior period results have been reclassified to
Discontinued Operations, as well as the results of certain
operations for companies divested earlier in 2003.  Included in
the Discontinued Operations of $12.1 million for the three months
ended September 30, 2003 is a $12.4 million after-tax loss on the
divestiture and $0.3 million of net income.  Included in
Discontinued Operations of $3.7 million for the nine months ended
September 30, 2003 is a $7.8 million after-tax loss on the
divestiture and $4.1 million of net income.

During the third quarter, Allied Waste successfully funded a six-
year, $250 million Term Loan C financing priced at LIBOR plus 300
basis points.  The proceeds from this issuance have been used to
repurchase a portion of the Company's 10% Senior Subordinated
Notes in open market repurchases throughout September and October.

"We are encouraged by the second consecutive quarter of positive
internal revenue growth," said Tom Van Weelden, Chairman and CEO
of Allied Waste. "Despite a continuation of a challenging economic
and operating environment, we remain confident in our ability to
achieve our 2003 goals of generating approximately $330 million of
free cash flow* and reducing debt by more than $1 billion."

Allied Waste has filed supplemental data on Form 8-K that is
accessible on the Company's website or through the SEC EDGAR
System.

Allied Waste Industries, Inc. (S&P, BB Corporate Credit Rating,
Stable Outlook), is the second largest, non-hazardous solid waste
management company in the United States, providing non-hazardous
waste collection, transfer, disposal and recycling services to
approximately 10 million customers. As of June 30, 2003, the
Company operated 333 collection companies, 171 transfer stations,
171 active landfills and 64 recycling facilities in 39 states.


AMERCO: Equity Committee Hires Stutman as Special Counsel
---------------------------------------------------------
The Official Committee of Equity Security Holders of the AMERCO
Debtors sought and obtained the Court's authority to retain
Stutman, Treister & Glatt Professional Corporation as its special
bankruptcy counsel, pursuant to Sections 327 and 328 of the
Bankruptcy Code and Rules 2014 and 2016 of the Federal Rules of
Bankruptcy Procedure.

Eric Miller, Chairman of the Equity Committee, informs the Court
that Stutman will be responsible for:

    (a) protecting and preserving the interests of the Debtors'
        equity security holders as a class;

    (b) advising the Equity Committee on the requirements of the
        Bankruptcy Code, the Federal Rules of Bankruptcy
        Procedure, the Local Bankruptcy Rules and the
        requirements of the U.S. Trustee pertaining to
        administration of a case under Chapter 11 of the
        Bankruptcy Code;

    (c) developing, through discussion with the Committee, local
        counsel Beckley Singleton, Chtd. and other parties-in-
        interest, the Equity Committee's legal positions and
        strategies with respect to all facets of the case,
        including analyzing the Equity Committee's position on
        administrative and operational issues;

    (d) preparing motions, applications, answers, orders,
        memoranda, reports and papers in connection with
        representing the interests of the Equity Committee;

    (e) negotiating and assisting in the implementation of the
        Debtors' financing and plan of reorganization; and

    (f) rendering other necessary advice and services that the
        Equity Committee may require in connection with these
        bankruptcy cases.

Mr. Miller clarifies that Stutman's retention does not include:

    (i) appearances before any Court or agency other than the
        Bankruptcy Order and the Office of the U.S. Trustee;

   (ii) litigation in the Bankruptcy Court with respect to
        matters, which are disputes involving issues of non-
        bankruptcy law; or

  (iii) the provision of advice outside the insolvency area, in
        areas like corporations, securities, torts,
        environmental, labor, criminal, or real estate law.

Primary counsels who will represent the Equity Committee are
Charles D. Axelrod, Esq., Jeffrey C. Krause, Esq., and Gregory K.
Jones.

Mr. Krause informs Judge Zive that upon review of Stutman's past
and present cases, except as they are or have been the attorneys
for the Equity Committee, Stutman and all of the attorneys
comprising or employed by it are disinterested persons who do not
hold or represent an interest adverse to the Debtors' estate and
do not have any connection with the Debtors, their creditors or
equity interest holders, the Equity Committee, any other party-
in-interest in these cases, their attorneys or accountants, the
U.S. Trustee or any person employed in the Office of the U.S.
Trustee, except that Stutman has, from time to time, represented
various "Apollo Entities" in connection with restructuring
transactions unrelated to the Debtors or their affiliates.

According to Mr. Krause, Stutman will seek compensation in
accordance with its hourly rates.  The firm's current hourly
rates are:

    Principals                $450 - 600
    Associates                 225 - 350
    Counsel                    290 - 600
    Law Clerks                 125 - 175
    Paralegals                 150 - 160

The Stutman employees that are expected to be most active in
these cases have these hourly rates:

    Charles Axelrod, principal          $575
    Jeffrey Krause, principal            545
    Gregory Jones, counsel               335
    Charlotte Benford, paralegal         160
(AMERCO Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AMERICAN AIRLINES: Securityholders Selling Sr. Convertible Notes
----------------------------------------------------------------
AMR Corporation issued $300,000,000 principal amount of its Senior
Convertible Notes due 2023 in a private placement in September
2003. Selling securityholders will be using the prospectus
prepared by AMR to resell their notes and the common stock
issuable upon conversion of the notes. AMR will not receive any of
the proceeds from the sale of these securities. The 4.25% Senior
Convertible Notes due 2023 are guaranteed by American Airlines,
Inc.

The notes and the shares of common stock issuable upon conversion
of the notes may be sold from time to time by, and for the account
of, the selling securityholders named in the prospectus or in
supplements to the prospectus. The selling securityholders may
sell all or a portion of the notes or the shares of common stock
issuable upon conversion of the notes from time to time in market
transactions, in negotiated transactions or otherwise, and at
prices and on terms which will be determined by the then
prevailing market price for the notes or shares of common stock,
or at negotiated prices directly or through a broker or brokers,
who may act as agent or as principal, or by a combination of such
methods of sale.

Interest on the notes at the rate of 4.25% per year is payable
semiannually in arrears on March 23 and September 23 of each year,
beginning March 23, 2004. The notes will mature on September 23,
2023. The notes are unsecured senior obligations and rank equal in
right of payment with AMR's existing and future unsecured and
unsubordinated indebtedness. AMR's wholly-owned subsidiary,
American Airlines, Inc., is guaranteeing the notes on an unsecured
senior basis. The guarantee ranks equal in right of payment with
all existing and future unsecured and unsubordinated indebtedness
of American Airlines, Inc.

Holders may convert each $1,000 principal amount of notes into
57.61 shares of AMR's common stock, subject to adjustment, only if
(1) the closing sale price of its common stock reaches, or the
trading price of the notes falls below, specified thresholds, (2)
the notes are called for redemption, or (3) specified corporate
transactions have occurred. Upon conversion, AMR will have the
right to deliver, in lieu of its common stock, cash or a
combination of cash and common stock in an amount described in the
prospectus. AMR's common stock currently trades on the New York
Stock Exchange under the symbol "AMR." On October 23, 2003 the
last reported sale price of the common stock on the New York Stock
Exchange was $13.25 per share.

Holders may require AMR to purchase all or a portion of their
notes on each of September 23, 2008, 2013 and 2018 at a price
equal to 100% of the principal amount of the notes being purchased
plus, in each case, accrued and unpaid interest, if any, to the
date of purchase. In addition, if a change in control occurs, each
holder may require AMR to purchase all or a portion of such
holder's notes at a price equal to 100% of the principal amount of
the notes being purchased plus accrued and unpaid interest, if
any, to the date of purchase. In either event, AMR may choose to
pay the purchase price of such notes in cash or common stock or a
combination of cash and common stock.

AMR may redeem for cash all or a portion of the notes at any time
on or after September 23, 2008, at a price equal to 100% of the
principal amount of the notes being redeemed plus accrued and
unpaid interest, if any, to the redemption date.

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 Access to Up to $25MM of DIP Financing
---------------------------------------------------------------
American Plumbing & Mechanical Inc., and its debtor-affiliates are
asking the U.S. Bankruptcy Court for the Western District of Texas
for authority to enter into a postpetition financing agreement
with Bank One, NA, as administrative agent, providing up to $25
million of DIP Financing.  On an interim basis, to finance ongoing
operations, the Debtors ask to draw up to $10 million of the
revolver amount.

Additionally, the Debtors ask permission to use of Cash Collateral
but assure the Court of providing adequate protection to the
Prepetition Lenders for the Prepetition Loans.

The DIP Facility will be used:

     i) to fund continuing operating expenses of the Debtors
        incurred in the ordinary course of business;

    ii) to pay other costs and expenses of administration of the
        Debtors' bankruptcy cases;

   iii) for working capital and capital expenditures; and

    iv) other general corporate purposes consistent with the
        budget.

The Debtors will pay to the Lenders:

     A. a $250,000 commitment fee;

     B. an unused line fee of 0.5% on every dollar not borrowed;
        and

     C. a $10,000 monthly servicing fee.

The Debtors have an acute need for immediate financing to continue
operations in order to maintain the going concern value of their
businesses. Despite significant efforts to locate acceptable
financing on more favorable terms, the only financing available
and fair to the bulk of the Debtors' creditors is the DIP Facility
available from the DIP Lenders.

The DIP Facility and use of Cash Collateral are essential to the
success of these cases. Without the DIP Facility and the use of
Cash Collateral, the Debtors will not be able to, among other
things, provide continuing services to their customers or pay
wages to or provide benefits for their employees. The Debtors,
like most businesses, cannot survive without the ability to
provide services to their customers or the ability to compensate
employees for their services. If the Debtors are unable to
operate, even for a short period of time, they will likely be
unable to continue and finish their existing projects, which will
result in tremendous losses.

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.


AMERISTAR CASINOS: Reports Slight Growth for Third-Quarter 2003
---------------------------------------------------------------
Ameristar Casinos, Inc. (Nasdaq: ASCA) announced results for the
third quarter of 2003.

Third quarter 2003 highlights:

    * Record net revenues of $201.5 million, an increase of $14.3
      million, or 7.6%, from the third quarter of 2002.

    * Operating income of $34.2 million and EBITDA of $50.1
      million, representing increases of 34.8% and 28.5%,
      respectively, from the third quarter of 2002.  Operating
      income and EBITDA included charges of $1.3 million related
      to the introduction of the "All New Ameristar Kansas City"
      and $0.9 million associated with the unsuccessful pursuit of
      a corporate acquisition.

    * Net income of $11.9 million, a 60.4% increase from $7.4
      million for the third quarter of 2002.

    * Diluted earnings per share of $0.44 for the third quarter of
      2003, compared to $0.28 for the third quarter of 2002.  Our
      previously issued estimate for diluted earnings per share
      for the third quarter of 2003 was $0.47 to $0.52.  Analysts'
      latest consensus estimate for the third quarter of 2003, as
      reported by Thomson First Call, was $0.54.  Diluted earnings
      per share in 2003 was reduced by $0.06 per share as a result
      of costs related to the introduction of the "All New
      Ameristar Kansas City," the unsuccessful pursuit of the
      corporate acquisition and the early retirement of long-term
      debt.  Diluted earnings per share benefited by $0.03 per
      share due to an adjustment to the interest accrual on our
      senior subordinated notes.

    * On September 12-14, 2003, we introduced the "All New
      Ameristar Kansas City," which features a completely
      renovated casino with the widespread implementation of
      ticket-in, ticket-out slot machines and seven new restaurant
      and entertainment venues, including the 330-seat Amerisports
      Brew Pub with state-of-the-art audio and video technology.

    * We continued to be the leader in our markets in the
      implementation of "coinless" slot technology.  We remain on
      target to implement "coinless" technology in 75% of the slot
      machines at our riverboat properties by the end of 2003 and
      approximately 100% by the end of 2004.

The record revenues in the third quarter of 2003 were driven
primarily by a 20.1% increase in revenues at Ameristar St.
Charles.  The new St. Charles facility, which opened in August
2002, continued to generate strong results. Revenues were also
positively impacted by a 9.1% increase in revenues at Council
Bluffs as the property continued to extend its market share lead.

Net income and diluted earnings per share for the third quarter of
2003 improved despite increases in net interest expense and
depreciation expense. For the three months ended September 30,
2003, consolidated net interest expense increased to $15.1 million
from $13.9 million for the same period in 2002 as a result of a
significant reduction in capitalized interest following the
opening of the new St. Charles facility, partially offset by a
$1.4 million adjustment to our interest accrual recorded in the
third quarter of 2003.  Depreciation and amortization expense
increased from $13.6 million in the third quarter of 2002 to $15.9
million in the third quarter of 2003, primarily due to the opening
of the new St. Charles facility and the Kansas City enhancements.  
Net income and diluted earnings per share were also reduced by
charges of $1.3 million related to the introduction of the "All
New Ameristar Kansas City," $0.9 million associated with the
unsuccessful pursuit of the corporate acquisition and $0.4 million
related to the early retirement of debt.

Craig H. Neilsen, Chairman and CEO, stated, "We are very pleased
with our performance in the third quarter.  We continue to benefit
from the implementation of our business model and operating
strategies, including maintaining the highest quality facilities
in each of our markets and successfully executing targeted
marketing and cost management strategies.  Our St. Charles,
Council Bluffs, Vicksburg and Jackpot properties continue to be
market share leaders, which contributed to our record net revenues
for the quarter.  We believe Ameristar Kansas City's future
financial results will improve as occurred following the
completion of the renovation and improvement projects at Ameristar
Council Bluffs and Ameristar Vicksburg and the new facility at
Ameristar St. Charles."

                     Ameristar St. Charles

Ameristar St. Charles again posted record results.  Net revenues
increased 20.1% to $66.0 million, from $55.0 million in the prior-
year quarter, due to a full quarter of operations from the new
gaming, restaurant and entertainment facilities.  For the third
quarter of 2003, Ameristar St. Charles' market share increased to
31.8%, 5.0% more than in the third quarter of 2002. Ameristar St.
Charles has been the market share leader in the greater St.
Louis market in each of the four quarters since the new facility
opened.

Operating income increased to $15.6 million from $3.9 million, and
EBITDA increased to $21.4 million from $8.2 million, in the third
quarter of 2003 compared to the third quarter of 2002.  In the
third quarter of 2002, we incurred impairment charges and pre-
opening expenses totaling $4.9 million related to the opening of
the new facility.  Excluding these charges, operating income
increased 78.3% and EBITDA increased 63.9% in the third quarter of
2003 compared to the prior-year quarter.  Ameristar St. Charles'
operating margin improved to 23.7% and its EBITDA margin improved
to 32.5% for the third quarter of 2003.

                        Ameristar Kansas City

On September 12-14, 2003, we introduced the "All New Ameristar
Kansas City" with a free public concert by Martina McBride, two-
time Academy of Country Music top Female Vocalist, a world-class
fireworks display and other festivities.  The enhanced facility
includes a completely renovated casino with the widespread
implementation of ticket-in, ticket-out slot machine technology
and a casino cabaret featuring live Las Vegas-style entertainment.
The property also features new food and entertainment venues,
including the Great Plains Cattle Co., Falcon Diner, Depot No. 9
Stage and Bar, Pearl's Oyster Bar, the Amerisports Brew Pub with
state-of-the-art audio and video technology and a food court with
three popular national chain outlets.

Net revenues at Ameristar Kansas City remained stable at $55.5
million in the third quarter of 2003 compared to the third quarter
of 2002 despite the significant construction disruption from the
renovation of the facility.

Operating income was $9.4 million and EBITDA was $13.0 million in
the third quarter of 2003, compared to $10.1 million and $13.4
million, respectively, in the third quarter of 2002.  In the 2003
quarter, operating income and EBITDA were impacted by $1.3 million
of costs incurred to open the new venues and to advertise, market
and promote the introduction of the "All New Ameristar Kansas
City."

                   Ameristar Council Bluffs

Net revenues at Ameristar Council Bluffs increased 9.1% to $40.3
million in the third quarter of 2003, compared to $36.9 million
for the third quarter of 2002.  Ameristar Council Bluffs' market
share increased to 39.4%, compared to 38.0% in the prior-year
period.  The property has now been the market share leader for 25
consecutive months.

Operating income and operating margins at Ameristar Council Bluffs
increased to $12.3 million and 30.6%, respectively, in the third  
quarter of 2003 from $10.3 million and 28.0%, respectively, in the
third quarter of 2002. EBITDA grew to $14.9 million for the third
quarter of 2003, an 18.3% increase from $12.6 million for the same
period in the prior year.  EBITDA margin reached a record level of
37.0% during the third quarter of 2003.

                     Ameristar Vicksburg

Despite continuing softness in the Vicksburg gaming market,
Ameristar Vicksburg reported an increase in net revenues of 1.4%,
to $23.6 million for the third quarter of 2003 from $23.3 million
for the third quarter of 2002. Food and beverage revenues were
negatively impacted by the renovation of the Veranda Buffet, which
is expected to be completed in December 2003.  Ameristar Vicksburg
continued to maintain its long-time market leadership position,
with a 40.1% share in the third quarter of 2003.

Operating income decreased to $5.1 million for the third quarter
of 2003 from $5.5 million for the third quarter of 2002.  EBITDA
also decreased, from $7.8 million for the third quarter of 2002 to
$7.5 million for the third quarter of 2003.  The decline in
operating income and EBITDA was primarily due to higher self-
funded health insurance costs due to a significant increase in
the number of large claims.

                        Jackpot Properties

Net revenues at the Jackpot Properties decreased $0.4 million, or
2.5%, in the third quarter of 2003 compared to the third quarter
of 2002.  The Jackpot Properties' financial results continue to be
impacted by the sluggish Southern Idaho economy.

The Jackpot Properties reported operating income of $2.5 million
and EBITDA of $3.4 million for the third quarter of 2003, down
8.2% and 4.0%, respectively, from the third quarter of 2002.  In
addition to lower revenues, the decreases in operating income and
EBITDA are attributable to higher general and administrative
expenses.

                        Income tax rates

Our effective income tax rate for the quarter ended September 30,
2003 was 37.0%, compared to 33.5% for the prior-year quarter.  The
federal income tax statutory rate was 35.0% in both years. The
differences from the statutory rate are due to the effects of
state income tax expense and certain expenses we incurred that are
not deductible for federal income tax purposes.

                 Liquidity and Capital Resources

At September 30, 2003, our total debt was $737.3 million, a
decrease of $61.7 million since December 31, 2002.  During the
third quarter of 2003, we repaid approximately $29.4 million of
long-term debt, including a $20.0 million prepayment of our senior
credit facilities and a $1.9 million prepayment of other long-term
debt.  During the fourth quarter of 2003, we will make
approximately $6.0 million of mandatory principal payments.
Additionally, we intend to prepay up to $20.0 million of other
long-term debt during the fourth quarter.

Our cash and cash equivalents decreased from $90.6 million at
December 31, 2002 to $81.5 million at September 30, 2003.  At
September 30, 2003, we had $68.5 million of available revolving
borrowing capacity under our senior credit facilities.

Interest expense (net of capitalized interest associated with our
ongoing construction projects) for the third quarter of 2003 was
$15.1 million, up 8.5% from $13.9 million for the third quarter of
2002.  Total interest cost before capitalizing interest was $15.5
million for the quarter ended September 30, 2003, compared to
$17.4 million for the quarter ended September 30, 2002.  Interest
cost decreased due to a lower weighted-average debt balance in the
third quarter of 2003 compared to the prior-year quarter as a
result of mandatory and accelerated reductions in long-term debt
during 2003.  Interest expense also declined due to lower average
interest rates associated with our senior credit facilities in the
third quarter 2003 compared to the third quarter 2002 and the $1.4
million adjustment to the interest accrual on our senior
subordinated notes recorded in the current-year quarter.

Capital expenditures for 2003 will exceed the amount currently
permitted under our senior credit facilities (approximately $73
million) due to the acceleration of our implementation of
"coinless" slots at our properties and the renovation and
improvement projects recently completed at Ameristar Kansas City.  
Accordingly, we expect to seek from our lenders a waiver of the
capital expenditure limitation under our senior credit facilities
prior to the end of the year. While we do not currently anticipate
any difficulties in obtaining the waiver, no assurances can be
given that we will be able to do so.

For the year ending December 31, 2003, we expect to generate free
cash flow of $55 million to $57 million.  Free cash flow is a non-
GAAP financial measure, which we define as cash flows from
operations, as defined in accordance with GAAP, less capital
expenditures.  The reconciliation of estimated GAAP cash flows
from operations to estimated free cash flow is shown below.

          Earnings guidance for the fourth quarter of 2003
                  and year ending December 31, 2003

Based on our preliminary results of operations to date and our
outlook for the remainder of the quarter, we currently estimate
consolidated operating income of $29 million to $31 million,
EBITDA of $45 million to $47 million (given anticipated
depreciation expense of $16 million) and diluted earnings per
share of $0.30 to $0.34 for the fourth quarter of 2003.

For the year ending December 31, 2003, we are revising our
previously issued guidance and currently estimate operating income
of $137 million to $139 million, EBITDA of $200 million to $202
million (given anticipated depreciation expense of $63 million)
and diluted earnings per share of $1.71 to $1.75.

Ameristar Casinos, Inc. (Nasdaq: ASCA) -- whose 10-3/4% Notes due
Feb. 2009 are rated 'B3' by Moody's and 'B' by Standard & Poor's
-- is an innovative, Las Vegas-based gaming and entertainment
company known for its distinctive, quality conscious hotel-casinos
and value orientation.  Led by President and Chief Executive
Officer Craig H. Neilsen, the organization's roots go back nearly
five decades to a tiny roadside casino in the high plateau country
that borders Idaho and Nevada. Publicly held since November 1993,
the corporation owns and operates six properties in Nevada,
Missouri, Iowa and Mississippi, two of which carry the prestigious
American Automobile Association's Four Diamond designation.
Ameristar's Common Stock is traded on the NASDAQ National Market
System under the symbol: ASCA.

Visit Ameristar Casinos' Web site at
http://www.ameristarcasinos.comfor more information.


ANC RENTAL: Proposes to Set-Up Liquidating Trust Under Plan
-----------------------------------------------------------
On the Confirmation Date, John Chapman, ANC Rental Corporation's
President, relates that a Liquidating Trust will be established
according to a Liquidating Trust Agreement.  Upon execution and
delivery of the Liquidating Trust Agreement, a Liquidating
Trustee will be authorized to take all other steps necessary to
complete the formation of the Liquidating Trust.

It is provided that prior to the Confirmation Date, the Debtors
or the Liquidating Trustee, as applicable, may act as organizers
of the Liquidating Trust and take the steps as may be necessary,
useful or appropriate under applicable law to ensure that the
Liquidating Trust will be formed and in existence as of the
Confirmation Date.  Upon the Confirmation Date and prior to the
Effective Date, the Liquidating Trust will have the authority to
dissolve the Debtors' corporation.  The Liquidating Trustee will
administer the Liquidating Trust.

According to Mr. Chapman, it is intended that the Liquidating
Trust be classified for federal income tax purposes as a
"liquidating trust" within the meaning of Treasury Regulations
Section 301.7701-4(d) and as a "grantor trust" within the meaning
of Sections 671 through 679 of the Internal Revenue Code.  In
furtherance of this objective, the Liquidating Trustee will, in
its business judgment, make continuing best efforts not to unduly
prolong the duration of the Liquidating Trust.  

All assets held by the Liquidating Trust on the Effective Date
will be deemed for federal income tax purposes to have been
distributed by the Debtors pro rata to holders of Allowed
Priority Claims and Allowed General Unsecured Claims and then
contributed by the holders to the Liquidating Trust in exchange
for beneficial interests in the Liquidating Trust.  All holders
agreed to use the valuation of the assets transferred to the
Liquidating Trust as established by the Liquidating Trustee for
all federal income tax purposes.  All of the Liquidating Trust's
income will be treated as subject to tax on a current basis.  The
Beneficiaries will be treated as the deemed owners of the
Liquidating Trust.  

The Liquidating Trust will be responsible for filing information
returns on behalf of the Liquidating Trust as a grantor trust
pursuant to Treasure Regulation Section 1.671-4(a).  Subject to
issuance of definitive guidance to the contrary, Mr. Chapman
says, the Liquidating Trustee will treat each of the Disputed
Claims Reserve Trust as a discrete trust, subject to a separate
entity-level tax.

                  Assets of the Liquidating Trust

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, including without limitation:

   (1) all Cash and Cash equivalents;

   (2) the AutoNation Settlement Proceeds;

   (3) all Debtors Claims not assigned under the Asset
       Purchase Agreement to Vanguard Car Rental USA, Inc.;

   (4) all of the Debtors' rights to the portion of the
       Avis/Hertz Claims;

   (5) all of the Debtors' rights to the Business Interruption
       Insurance Claim; and

   (6) any other remaining Debtors' assets, with the exception of
       the Non-Acquired Foreign subsidiaries stock.

The Liquidating Trust will hold and administer these assets:

   (a) the Expense Reserve Account;

   (b) the Distribution Reserve Account;

   (c) all Debtor Claims, if any; and

   (d) any other Debtors' assets that are neither abandoned nor
       distributed on the Effective Date.

Moreover, Mr. Chapman continues, the Liquidating Trust will also
hold and administer the Unclaimed Distributions Reserve, and the
Liquidating Trustee will administer the Disputed Claims Reserve
Trusts.  Any remaining office equipment, supplies, leases, etc.
of the Liquidating Trust will be sold by the Liquidating Trustee
for cash or cash equivalents.

                     Expense Reserve Account

On the Confirmation Date, the Liquidating Trust will establish
the Expense Reserve Account, to be funded initially with $250,000
-- which Lehman has agreed to pay in accordance with the third
party release issue -- transferred by the Debtors to the
Liquidating Trust.  On the Effective Date, the Liquidating Trust
will deposit in the Expense Reserve Account sufficient funds from
the Distribution Reserve Account to pay all accrued and projected
expenses and costs of the Liquidating Trust to be incurred
through the Termination Date.

All funds or other property that are reallocated by either of the
Disputed Claims Reserve Trusts to the Liquidating Trust will:

   (a) to the extent that there are insufficient funds in the
       Expense Reserve Account to pay the fees and expenses of
       the Liquidating Trust, be used to pay the fees and
       expenses of the Liquidating Trust as and to the extent set
       forth in the Plan and the Liquidating Trust Agreement; and

   (b) thereafter be distributed by the Liquidating Trust in
       accordance with the provisions of the Plan.

                Interests in the Liquidating Trust

A. Priority Claims and Class 1 Interests

   On the Effective Date, each holder of an Allowed Priority
   Claim will, by operation of the Plan, receive an
   uncertificated Class 1 Interest in the Liquidating Trust.  
   Class 1 Interests reserved for Disputed Priority Claims will
   be issued by the Liquidating Trust to, and help by the
   Liquidating Trustee, in the Disputed Priority Claims Reserve
   Trust pending allowance or disallowance of the Claims.

B. General Unsecured Claim Interests
  
   On the Effective Date, each holder of an Allowed Class 2
   General Unsecured Claim will, by operation of the Plan,
   receive an uncertificated Class 2 Interest in the Liquidating
   Trust.  Class 2 Interests reserved for Disputed General   
   Unsecured Claims will be issued by the Liquidating Trust to,
   and held by the Liquidating Trustee in, the Disputed General
   Unsecured Claims Reserve Trust pending allowance or
   disallowance of the Claims.

                  Initial Distribution of Assets

As soon as reasonably practicable after the Effective Date, the
Liquidating Trustee will:

   (a) pay in full all Allowed Priority Claims, if sufficient
       funds exist to make the distributions as is economically
       practicable in the judgment of the Liquidating Trustee;

   (b) transfer a Pro Rata Share of Cash to the Disputed Priority
       Claims Reserve Trust for the account of each holder of a
       Disputed Priority Claim;

   (c) pay each Disputed Priority Claim from the Disputed
       Priority Claims Reserve Trust on the last Business Day of
       the first month after the end of the fiscal quarter in
       which, and to the extent, the Claim becomes an Allowed
       Claim, if sufficient funds exist to make the distribution
       economically practicable in the judgment of the
       Liquidating Trustee;

   (d) retransfer, when all Disputed Priority Claims have been
       either Allowed and paid, disallowed, or withdrawn, to the
       Distribution Reserve Account any Remaining Funds from the
       Disputed Priority Claims Reserve Trust; and

   (e) distribute all Cash that is not payable to or reserved for
       the Expense Reserve Account, or any other payments
       required under the Plan to be made or reserved by the
       Liquidating Trustee, by:

          (1) distributing a Pro Rata Share of the Cash to each
              holder of an Allowed General Unsecured Claim; and

          (2) transferring a Pro Rate Share of the Cash to the
              Liquidating Trustee, which will deposit the Pro
              Rata Share in the Disputed General Unsecured Claims
              Reserve Trust for the account of each holder of a
              Disputed General Unsecured Claim.

           Final Distribution under the Liquidating Trust

The Liquidating Trust will be dissolved and its affairs wound up
and the Liquidating Trustee will make the Final Distribution upon
the earlier of:

   (a) five years after the Effective Date; and

   (b) that date when:

          (1) in the reasonable judgment of the Liquidating
              Trustee, substantially all of the assets of the
              Liquidating Trust have been liquidated and there
              are no substantial potentials sources of additional
              Cash for distribution;

          (2) there remain no substantial Disputed Claims; and

          (3) the Liquidating Trustee is in a position to make
              the Final Distribution in accordance with
              applicable law.

On the Termination Date, the Liquidating Trustee will:

   (a) transfer cash from the Expense Reserve Account to all
       unpaid Administration Expenses, if any;

   (b) establish the Wind-Up Reserve with funds from the Expense
       Reserve Account;

   (c) transfer the Expense Reserve Account residual, including
       Cash remaining as a result of undrawn checks written by
       the Debtors or the Liquidating Trust, to the Distribution
       Reserve Account;

   (d) distribute all Cash held in the Distribution Reserve
       Account to the holders of Allowed Priority Claims and if
       sufficient funds are available, to the holders of Allowed
       General Unsecured Claims;

   (e) distribute any other Final Distribution Assets to holders
       of Allowed Claims in accordance with their interest as
       specified in the Plan; and, promptly after that,

   (f) ask the Bankruptcy Court to close these Chapter 11 cases.
       (ANC Rental Bankruptcy News, Issue No. 41; Bankruptcy
       Creditors' Service, Inc., 609/392-0900)


ARMSTRONG HOLDINGS: AWI Voting Deadline Extended Until Tomorrow
---------------------------------------------------------------
Rebecca L. Booth, Esq., at Richards Layton & Finger, in
Wilmington, Delaware, tells Judge Newsome the Armstrong World
Industries Debtors have received another request from the
Unsecured Creditors' Committee to further extend the Voting
Deadline.  AWI discussed the request with each of the Official
Committee of Asbestos Claimants and Dean Trafelet, the legal
representative for AWI's future asbestos personal injury
claimants, and each agreed to the requested extension -- so long
as the Voting Deadline is extended for all classes of claims and
interests.

Accordingly, the AWI Debtors sought and obtained a Court order
extending the Voting Deadline as to all classes to and including
October 31, 2003, at 5:00 p.m., Wilmington time, without prejudice
to AWI's right to seek additional extensions of the Voting
Deadline. (Armstrong Bankruptcy News, Issue No. 49; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


ATLANTIC COAST: Sues Mesa Air for Violating Securities Laws
-----------------------------------------------------------
Atlantic Coast Airlines Holdings, Inc. (Nasdaq: ACAI) announced
has filed a complaint in the United States District Court for the
District of Columbia alleging that Mesa Air Group, Inc., (Nasdaq:
MESA) has made materially false and misleading statements and
omissions in violation of federal securities laws in connection
with its proposed consent solicitation and potential exchange
offer.

ACA is seeking from the Court, among other things, an order:
requiring Mesa to correct its material misstatements and
omissions; enjoining Mesa from disseminating its false and
misleading proposed consent solicitation; and enjoining Mesa from
making an exchange offer to ACA's stockholders. Among other
things, ACA alleges that Mesa has failed to identify United
Airlines, Inc., as a participant in the consent solicitation and
in Mesa's proposed transaction, and also has omitted material
information from its consent solicitation regarding (i) Mesa's
financial position and its reason for proposing to acquire ACA;
(ii) questionable trading in Mesa stock by Mesa's chairman and
chief executive officer and other Mesa insiders shortly before the
announcement of Mesa's takeover proposal; (iii) the inappropriate
short-swing trades in which Mesa insiders have engaged; (iv) the
self-dealing and lack of independence of Mesa's directors; and (v)
the lack of independence of several of Mesa's nominees to ACA's
Board of Directors.

More specifically, ACA's complaint alleges, among other things,
that Mesa failed to disclose:

* That United is a participant in Mesa's consent solicitation and
  proposed transaction. ACA alleges that Mesa's proposed plan to
  acquire all of the outstanding shares of ACA's common stock is
  nothing more than an attempt by Mesa and its undisclosed backer,
  United, to (i) prevent ACA from establishing an economically
  viable, low-fare, low-cost airline based at Washington Dulles
  International Airport that would compete directly against United
  and Mesa and (ii) eliminate the significant hurdle to United's
  efforts to emerge from bankruptcy that has resulted from its
  inability to negotiate an agreement for ACA to continue
  operating United Express for United.  On a conference call with
  securities analysts on October 7, 2003, Jonathan Ornstein,
  Mesa's chairman and chief executive officer, acknowledged
  contacting United prior to making its expression of interest to
  the ACA Board:

"We are partnered with United Airlines. When we announced that we
had discussed it [Mesa's proposed acquisition of ACA] with United,
United has [sic] reaffirmed the fact to us that they would like to
come to an agreement with Atlantic [C]oast, they [sic] would like
to maintain that Atlantic [C]oast has a feed operation and to the
extent [sic] that we could be involved in that decision it would
be helpful."

* That Mesa is having problems financing additional aircraft
  purchases, a cornerstone of its growth plans. Mr. Ornstein has
  conceded, "Mesa's biggest challenge ... has been our ability to
  finance new aircraft." ACA believes that Mesa is seeking control
  of ACA so that Mesa can gain the use of ACA's cash on hand,
  which is expected to reach over $200 million by year end. Mesa's
  desire to acquire ACA so it can use the Company's cash to
  resolve Mesa's own financial difficulties is material
  information that should have been disclosed to stockholders and
  the market.

* That Ornstein and other Mesa insiders sold a substantial number    
  of Mesa shares in September 2003, shortly before Mesa announced
  its takeover attempt of ACA. These sales of Mesa shares by   
  Mesa's directors just prior to the announcement of Mesa's
  proposed transaction involving ACA are in contrast to their
  ebullient view of Mesa's future, the prospects for a successful   
  merger with ACA, and the advantages of such a merger asserted in
  Mesa public statements.

* That other questionable insider transactions produced short-
  swing profits subject to Section 16(b) of the Exchange Act,
  which requires a corporate insider to disgorge any profit from a
  purchase and sale (or sale and purchase) of any equity security
  of the issuer within any period that is less than six months.

* The self-dealing and lack of independence of Mesa's directors,
  who have determined that an acquisition of ACA would be in
  Mesa's best interest and are proposing a transaction in which
  the stockholders of ACA would receive shares of Mesa common
  stock. Seven of Mesa's nine directors have had, and ACA
  believes, cont2inue to have, outside business relationships with
  Mesa, including highly lucrative consulting contracts, which
  compromise their independence and judgment. This information is
  material to the ACA stockholders because Mesa's proposed
  transaction would result in ACA stockholders exchanging their
  ACA common2 stock for Mesa common stock.

* That several of Mesa's nominees to ACA's Board of Directors
  suffer conflicts of interest that would impair their ability to
  fulfill their fiduciary obligations to ACA.

On October 23, 2003, ACA announced that its Board of Directors had
unanimously reaffirmed the Company's previously announced strategy
to establish a new, independent low-fare airline and decided not
to pursue Mesa's expression of interest to acquire all outstanding
shares of ACA. In making its determination, the Board noted that,
among other things, Mesa's expression of interest is highly
conditional and subject to due diligence. The Board believes that
the Company's current plan provides better value for ACA
stockholders.

ACA currently operates as United Express and Delta Connection in
the Eastern and Midwestern United States as well as Canada. On
July 28, 2003, ACA announced plans to establish a new, independent
low-fare airline to be based at Washington Dulles International
Airport. The Company has a fleet of 146 aircraft-including a total
of 118 regional jets-and offers over 840 daily departures, serving
84 destinations. ACA employs over 4,800 aviation professionals.

Statements in this press release and by company executives
regarding Mesa's offer and other matters may contain forward-
looking information about the Company. A number of risks and
uncertainties exist which could cause the Company's actual
performance to differ materially from information provided by the
Company or its executives. These risks and uncertainties include,
among others, the costs of reviewing and responding to the
unsolicited offer and consent solicitation, and other impacts of
the offer on the Company's operations. Other risks and
uncertainties relating to the Company's business and operations
include those referred to in the Company's report on Form 10-Q for
the period ended June 30, 2003.

ACA's stockholders should read the Company's definitive consent
revocation statement on Schedule 14A, which the Company will soon
be sending to its stockholders. The definitive consent revocation
statement will contain important information about ACA's position
regarding Mesa's consent solicitation. You are urged to read it
carefully before taking any action or making any decision with
respect to Mesa's consent solicitation. You may obtain a copy of
the Company's preliminary consent revocation statement on Schedule
14A, which was filed on October 23, 2003, and will be able to
obtain a copy of the Company's definitive consent revocation
statement, when filed, free of charge at the website maintained by
the SEC at http://www.sec.gov In addition, you may obtain  
documents filed with the SEC by ACA free of charge by requesting
them in writing from ACA, 45200 Business Court, Dulles, VA 20166,
Attention: Director, Corporate Communications.

Prior to any request for the stockholders of ACA to take any
action with respect to Mesa's expression of interest, appropriate
filings shall be made with the SEC by both Mesa and ACA, which
filings may include a Schedule TO and/or a Schedule 14D-9. These
filings will contain important information. You are urged to read
them carefully before taking any action or making any decision
with respect to Mesa's expression of interest. You will be able to
obtain the documents if and when they become available free of
charge at the website maintained by the SEC at www.sec.gov.

ACA and certain of its directors and executive officers may be
deemed to be participants in the solicitation. A detailed list of
the names of ACA's directors and executive officers is contained
in ACA's preliminary consent revocation statement, which may be
obtained without charge at the website maintained by the SEC at
www.sec.gov.

The common stock of parent company Atlantic Coast Airlines
Holdings, Inc. is traded on the Nasdaq National Market under the
symbol ACAI. For more information about Atlantic Coast Airlines,
visit http://www.atlanticcoast.com

ACA currently operates as United Express and Delta Connection in
the Eastern and Midwestern United States as well as Canada.  On
July 28, 2003, ACA announced plans to establish a new, independent
low-fare airline to be based at Washington Dulles International
Airport.  The company has a fleet of 148 aircraft -- including a
total of 120 regional jets -- and offers over 840 daily
departures, serving 84 destinations.

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


BALLY TOTAL: Sept. 30 Working Capital Deficit Narrows to $54MM
--------------------------------------------------------------
Bally Total Fitness Holding Corporation (NYSE: BFT) reported net
revenues of $241.5 million for the quarter ended September 30,
2003. This compares to net revenues of $243.1 million for the
third quarter of 2002.  Net income for the third quarter was $4.7
million, or $.14 per diluted share, compared to $7.2 million, or
$.22 per diluted share, in the prior year quarter.

As a result of the previously announced refinancing transaction
completed at the start of the 2003 third quarter, the Company
incurred an after-tax charge related to writing down issuance
costs on the refinanced debt of $1.9 million.  Excluding the
impact of the refinancing-related charge, earnings per diluted
share were $.20 for the quarter.  Free cash flow, defined as cash
flow from operations ($38.1 million) less cash used in investing
activities ($32.0 million), was $6.1 million for the nine months
ended September 30, 2003 (a deficit of $4.7 million for the 2003
third quarter), compared to a deficit during the prior year period
of $44.6 million, a $50.7 million increase.

At September 30, 2003, the Company's balance sheet shows that its
total current liabilities exceeded its total current assets by
about $54 million.

"This quarter, Bally continued its strong performance in most key
areas, though we still experienced softness in revenue generated
from new memberships," said Paul Toback, chairman, president and
CEO.  "In addition to the downward pressure we have experienced
over the last several quarters due to the weak economy and
competition, the August blackout and the September hurricane
placed additional pressure on membership trends during the
quarter. However, I remain confident that the changes we have made
over the past six months have begun to set the stage for improving
membership sales.

"Among the most significant changes was our appointment in the
third quarter of chief marketing officer Martin Pazzani and his
new marketing team to oversee the development and implementation
of a marketing strategy that will reach our target markets more
effectively while utilizing our marketing resources more
efficiently.  The hallmarks of this strategy will be an overall
higher level of marketing sophistication, a tighter focus on key
target market segments, and a more thorough understanding of
customer needs. We have also made senior field-level personnel
changes to support market-specific customer acquisition
initiatives where they are most needed.  Soon-to-be revamped
training programs for all of our people will help instill these
skills while re-emphasizing our core commitment to superior
customer service throughout the organization."

Toback also noted progress on other key Company growth objectives
during the third quarter.  "The 25 percent increase in products
and services revenue we recorded underscores our focus on the
growth of this important business, and our ability to improve
margins through prudent cost-cutting was a particularly gratifying
accomplishment.  Consistent with our objective to enter new
markets by leveraging the strength of the Bally brand, we garnered
tremendous media support with extensive coverage on top rated
daytime television programs.  Internally, we continued to seek out
ways to maximize our capital flexibility, including the possible
sale of our receivables portfolio.  We look forward to sharing our
progress on that front as it develops.  We remain on track toward
our goal of generating free cash flow of approximately $10 million
to $15 million in 2003.  In addition, our disciplined approach to
capital spending continued during the quarter, keeping us on track
to achieve our goal of total capital expenditures of less than $50
million for 2003."

Looking ahead, management expects further progress on all fronts
of the Company's operating strategy, but cautioned that new
membership initiatives will require time to reverse the decline in
new customer joins.  "With all of our other operational
initiatives progressing well, signing up new customers and
continuing to retain the ones we have will continue to be priority
one in the foreseeable future," Toback said.  "While revenue and
earnings will continue to be similarly affected in future quarters
until the trend in new memberships is reversed, we are confident
that we are building the framework that will give us the best
opportunity for sustained long-term growth."

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


BANC OF AMERICA: Fitch Rates Class B-4 & B-5 at Low-B Levels
------------------------------------------------------------
Fitch rates Banc of America Mortgage Securities, Inc.'s mortgage
pass-through certificates, series 2003-J, as follows:

     -- $1,256,518,100 classes 1-A-1 through 1-A-3, 1-A-R, 1-A-MR,
        1-A-LR, 2-A-1 through 2-A-9, 2-A-IO, 3-A-1, 3-A-2 and
        4-A-1 'AAA';

     -- $16,152,000 class B-1 'AA';

     -- $7,753,000 class B-2 'A';

     -- $5,168,000 class B-3 'BBB';

     -- $1,938,000 class B-4 'BB';

     -- $1,938,000 class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 2.75%
subordination provided by the 1.25% class B-1, 0.60% class B-2,
0.40% class B-3, 0.15% privately offered class B-4, 0.15%
privately offered class B-5 and 0.20% privately offered class B-6.

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

The transaction comprises four groups of mortgage loans, secured
by first liens on one- to four-family properties, with a total of
2,478 loans. The groups consist of fully amortizing, adjustable-
rate mortgage loans that provide for a fixed interest rate during
an initial period. Thereafter, the interest rate will adjust on an
annual basis based on an index plus a gross margin. The four loan
groups are cross-collateralized.

Group 1 consists of 3/1 hybrid adjustable-rate mortgage loans.
After the initial fixed interest rate period of three years, the
interest rate will adjust annually based on the One-Year LIBOR
index plus a gross margin. The group has an aggregate principal
balance of approximately $293,413,403 as of the cut-off date (Oct.
1) and a weighted average remaining term to maturity of 356
months. The weighted average original loan-to-value ratio for the
mortgage loans is approximately 66.19%. Rate/Term and cashout
refinances account for 59.53% and 10.98% of the loans in Group 1,
respectively. The weighted average FICO credit score for the group
is 737. Second home and investor-occupied properties comprise
7.12% and 2.03% of the loans in Group 1, respectively. The state
that represents the largest portion of mortgage loans is
California (69.94%). All other states represent less than 5% of
the outstanding balance of the pool.

Group 2 consists of 5/1 and Net 5 hybrid ARMs. After the initial
fixed interest rate period of five years, the interest rate will
adjust annually based on the One-Year LIBOR index plus a gross
margin. Approximately 25.60% of Group 2 loans are Net 5 mortgage
loans, which require interest-only payments until the month
following the first adjustment date. The group has an aggregate
principal balance of approximately $698,134,272 as of the cut-off
date and a weighted average remaining term to maturity of 357
months. The weighted average OLTV for the mortgage loans is
approximately 66.39%. Rate/Term and cashout refinances account for
53.37% and 11.04% of the loans in Group 2, respectively. The
weighted average FICO credit score for the group is 734. Second
home and investor-occupied properties comprise 7.20% and 0.26% of
the loans in Group 2, respectively. The states that represent the
largest portion of mortgage loans are California (63.39%) and
Florida (5.76%). All other states represent less than 5% of the
outstanding balance of the pool.

Group 3 consists of Net 5 hybrid ARMs. After the initial fixed
interest rate period of five years, the interest rate will adjust
annually based on the One-Year LIBOR index plus a gross margin.
All of the loans require interest-only payments until the month
following the first adjustment date. The group has an aggregate
principal balance of approximately $82,644,418 as of the cut-off
date and a weighted average remaining term to maturity of 356
months. The weighted average OLTV for the mortgage loans is
approximately 63.30%. Rate/Term and cashout refinances account for
51.02% and 16.65% of the loans in Group 3, respectively. The
weighted average FICO credit score for the group is 731. Of the
Group 3 loans, second home properties represent 3.41% and there
are no investor-occupied loans. The states that represent the
largest portion of mortgage loans are California (68.49%) and
Florida (11.55%). All other states represent less than 5% of the
outstanding balance of the pool.

Group 4 consists of 7/1 hybrid ARMs. After the initial fixed
interest rate period of seven years, the interest rate will adjust
annually based on the One-Year LIBOR index plus a gross margin.
The group has an aggregate principal balance of approximately
$217,859,628 as of the cut-off date and a weighted average
remaining term to maturity of 354 months. The weighted average
OLTV for the mortgage loans is approximately 63.55%. Rate/Term and
cashout refinances account for 65.72% and 11.92% of the loans in
Group 4, respectively. The weighted average FICO credit score for
the group is 737. Second homes and investor-occupied properties
comprise 3.67% and 0.85%, respectively, of the loans in Group 4,
respectively. The states that represent the largest portion of
mortgage loans are California (59.56%), Virginia (5.86%), and
Florida (5.11%). All other states represent less than 5% of the
outstanding balance of the pool.

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

Banc of America Mortgage Securities, Inc. deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust. For federal income tax
purposes, elections will be made to treat the trust as three
separate real estate mortgage investment conduits (REMICs). Wells
Fargo Bank Minnesota, National Association will act as trustee.


BANC OF AMERICA: Fitch Takes Rating Actions on 3 Certificates
-------------------------------------------------------------
Banc of America Alternative Loan Trust 2003-9 mortgage pass-
through certificates are rated by Fitch Ratings as follows:

   Group 1 & Group 2 certificates:

     -- $295,193,000 classes 1-CB-1 through 1-CB-5, 1-CB-WIO,
        2-NC-1, 2-NC-2, 2-NC-WIO, 'AAA';

     -- $100 class 1-CB-R, 'AAA';

     -- $6,820,000 class X-B-1, 'AA';

     -- $3,173,000 class X-B-2, 'A';

     -- $1,586,000 class X-B-3, 'BBB';

     -- $1,586,000 class X-B-4, 'BB';

     -- $1,111,000 class X-B-5, 'B'.

   Group 3 certificates:

     -- $157,694,000 classes 3-A-1, 3-A-2, 3-A-WIO, 'AAA';

     -- $1,720,000 class 3-B-1, 'AA';

     -- $573,000 class 3-B-2, 'A';

     -- $573,000 class 3-B-3, 'BBB';

     -- $327,000 class 3-B-4, 'BB';

     -- $164,000 class 3-B-5, 'B'.

   and certificates of the three groups:

     -- $8,953,551 class PO, 'AAA'.

The 'AAA' ratings on the Groups 1 & 2 senior certificates reflect
the 4.90% subordination provided by the 2.15% class X-B-1, 1%
class X-B-2, 0.50% class X-B-3, 0.50% privately offered class X-B-
4, 0.35% privately offered class X-B-5 and 0.40% privately offered
class X-B-6. Classes X-B-1, X-B-2, X-B-3, and the privately
offered classes X-B-4, and X-B-5 are rated 'AA', 'A', 'BBB', 'BB'
and 'B', respectively, based on their respective subordination.

The 'AAA' ratings on the Group 3 senior certificates reflect the
2.20% subordination provided by the 1.05% class 3-B-1, 0.35% class
3-B-2, 0.35% class 3-B-3, 0.20% privately offered class 3-B-4,
0.10% privately offered class 3-B-5 and 0.15% privately offered
class 3-B-6. Classes 3-B-1, 3-B-2, 3-B-3, and the privately
offered classes 3-B-4, and 3-B-5 are rated 'AA', 'A', 'BBB', 'BB'
and 'B', respectively, based on their respective subordination.

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

The transaction is secured by three pools of mortgage loans. The
class 1-CB, 2-NC and 3 certificates correspond to loan groups 1,
2, and 3 respectively. Loan groups 1 and 2 are cross-
collateralized. The loan group 3 is not cross-collateralized with
loan groups 1 and 2. The class A-PO consists of three separate
components which are not severable.

Approximately 25%, 55.01%, and 18.26% of the mortgage loans in
group 1, group 2, group 3, respectively, were underwritten using
Bank of America's 'Alternative A' guidelines. These guidelines are
less stringent than Bank of America's general underwriting
guidelines and could include limited documentation or higher
maximum loan-to-value ratios. Mortgage loans underwritten to
'Alternative A' guidelines could experience higher rates of
default and losses than loans underwritten using Bank of America's
general underwriting guidelines.

The group 1 collateral consists of recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
four-family residential mortgage loans, with original terms to
stated maturity ranging from 240 to 360 months. The weighted
average original loan-to-value ratio for the mortgage loans in the
pool is approximately 68.10%. The average balance of the mortgage
loans is $140,276 and the weighted average coupon of the loans is
5.963%. The weighted average FICO credit score for the group is
729. The states that represent the largest portion of mortgage
loans are California (45.10%), Florida (12.62%), and Virginia
(3.57%).

The group 2 collateral consists of recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
four-family residential mortgage loans with original terms to
stated maturity of 360 months. The weighted average OLTV for the
mortgage loans in the pool is approximately 68.30%. The average
balance of the mortgage loans is $506,920 and the weighted average
coupon of the loans is 6.064%. The weighted average FICO credit
score for the group is 734. The states that represent the largest
portion of mortgage loans are California (62.96%), Florida
(9.02%), and Georgia (6.24%).

The group 3 collateral consists of recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
four-family residential mortgage loans with original terms to
stated maturity ranging from 120 to 180 months. The weighted
average OLTV for the mortgage loans in the pool is approximately
58.50%. The average balance of the mortgage loans is $111,617 and
the weighted average coupon of the loans is 5.311%. The weighted
average FICO credit score for the group is 735. The states that
represent the largest portion of mortgage loans are California
(46.84%), Florida (13.06%), and Virginia (3.94%).

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

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


BAY VIEW CAPITAL: Board Approves Partial Liquidation Strategy
-------------------------------------------------------------
Bay View Capital Corporation (NYSE: BVC) announced that its Board
of Directors has approved a process of partial liquidation under
which the Company anticipates it will make an initial cash
distribution in the fourth quarter as previously indicated, but
will continue to operate its automobile finance subsidiary, Bay
View Acceptance Corporation, on an ongoing basis.

In October 2002, the Company's stockholders authorized a Plan of
Dissolution and Stockholder Liquidity.  Under that Plan, the Board
of Directors was authorized to determine the most efficient means
of liquidation, and the timing of the process.  The Company
originally contemplated that it would sell all of its assets, pay
all of its liabilities and then distribute the proceeds, including
the stock of BVAC, to the Company's stockholders.

In the year that has elapsed since the adoption of the Plan, the
Company has sold substantially all of its assets with the
exception of its auto lease portfolio and BVAC.  Because of
changing market conditions in the auto sector, as discussed below,
the Company believes that the near-term sale or distribution of
the stock of BVAC to stockholders is not the best method of
achieving maximum stockholder value.

"We have decided that undertaking a plan of partial instead of
complete liquidation will serve the best interests of our
stockholders for a number of reasons," stated Robert B. Goldstein,
the Chairman of the Company's Board, "First, we believe we can
maximize the value of BVAC by continuing to operate it on an
ongoing basis, and not selling or distributing it when the
automobile finance industry is performing below historical levels;
second, we will be able to more fully utilize the benefits of our
remaining net operating loss carryforwards by continuing to
operate BVAC beyond the third quarter of 2005; and finally, we
will enjoy significantly greater corporate and financial
flexibility if we are not limited to operating as a dissolving
corporation."

The Company currently anticipates distributing $5.45 per share in
cash to stockholders as previously indicated, including a year-end
distribution of approximately $4.00 per share and then a series of
six quarterly distributions beginning in June 2004.  The Company
believes that its adoption of a partial liquidation strategy will
not have a material impact on the after-tax value of the
distributions to most stockholders; however, investors should
consult with their tax advisors to determine their individual tax
situations.

                   Dissolution of Bay View Bank

Bay View Bank, N.A., completed its previously announced Plan
of Dissolution and Liquidation on September 30, 2003.  Under the
Plan, the Bank satisfied or discharged all of its known and
currently due and payable liabilities and transferred its
remaining assets and liabilities to the Company, the Bank's sole
stockholder.  The Company received final regulatory approval of
the Bank's dissolution from the Office of the Comptroller of the
Currency on October 27, 2003.

                      Third Quarter Results

The Company reported net assets in liquidation of $409.8 million,
or $6.36 in net assets in liquidation per outstanding share at
September 30, 2003 compared to $409.9 million, or $6.37 in net
assets in liquidation per outstanding share at June 30, 2003.  On
September 30, 2002, the Company adopted liquidation basis
accounting as a result of its stockholders' approval of a plan of
dissolution and stockholder liquidity.  Since that date, the
Company has reported the value of, and the changes in, net assets
available for distribution to stockholders ("net assets in
liquidation") under the liquidation basis of accounting instead of
results from continuing operations in accordance with accounting
principles generally accepted in the United States of America.

The change in net assets in liquidation during the quarter
included a pre-tax operating loss of $2.2 million and $3.4 million
of charges for assets in liquidation partially offset by $4.7
million of income tax benefit.  The $3.4 million of charges was
largely attributable to a $3.7 million impairment in the auto
lease portfolio as the residual value of the portfolio declined
due to weakness in used car values.

At September 30, 2003, the Company's total assets were $555
million compared to $593 million at June 30, 2003 and $876 million
at December 31, 2002.  At September 30, 2003, cash and cash
equivalents totaled $208.3 million.

Total nonperforming assets, net of mark-to-market valuation
adjustments, declined to $11.5 million at September 30, 2003 from
$19.8 million at June 30, 2003.  Franchise-related nonperforming
assets declined to $8.5 million at September 30, 2003 from $15.9
million at June 30, 2003.

Total loans and leases delinquent 60 days or more at September 30,
2003 declined to $1.5 million from $2.8 million at June 30, 2003.  
Delinquent franchise-related loans declined to $1.1 million at
September 30, 2003 from $1.9 million at June 30, 2003.

During the quarter, the Company completed an offer of optional
redemption of its Capital Securities (NYSE: BVS) at a price of
$25.00 per Capital Security plus accrued and unpaid distributions
through the date of redemption. Holders of the Capital Securities
elected to redeem 184,903 shares, or approximately 5.14% of the
outstanding Capital Securities, under the offer that expired on
September 8, 2003.  The Company intends to call all of the
remaining Capital Securities on December 31, 2003.

                   Liquidating Portfolio

During the quarter, the Company completed the sale of
approximately $2.1 million of loans and received $13.1 million of
loan repayments in its liquidating loan portfolio.  These loan
sales and repayments, totaling $15.2 million were comprised of
$8.0 million of franchise loans, $6.1 million of asset-based loans
and $1.1 million of other loans.  At September 30, 2003, the
net carrying value of the Company's remaining investment in loans
to be liquidated was reduced to $34.0 million from $49.2 million
at June 30, 2003.

                           BVAC

BVAC purchased $66.9 million of auto installment contracts on new
and used vehicles during the third quarter of 2003, compared to
$73.6 million for the second quarter.  Third quarter purchases
consisted of 2,316 contracts with weighted average contract rates
of 8.12% and weighted average FICO scores of 734.  At September
30, 2003, BVAC was servicing 32,000 contracts representing $573
million compared to 33,700 contracts representing $590 million at
June 30, 2003.  During the quarter, BVAC called its 2000-LJ-1
automobile receivable backed notes and repurchased auto
installment contracts with a par value of $33.8 million and an
average coupon rate of 10.25%.

Third quarter purchases continued to run below expectations.  
Incentive financing from auto manufacturers, including zero
percent financing out to a term of 72 months, continues to be
widely available on new vehicles.   These products have encroached
on BVAC's traditional market in extended term contracts, which
appeal to monthly payment-oriented buyers of new vehicles.
Incentive financing has also drawn a segment of BVAC's used
vehicle buyers / borrowers into new vehicle purchases.  BVAC has
chosen to remain focused on credit quality and has reduced its
purchases of installment contracts from certain independent
dealers.  As a result, the quality and performance of the BVAC
loan portfolio has remained sound.  However, this focus on credit
quality and the encroachment mentioned above have resulted in
reduced loan production in recent quarters.  This loss of
production has diminished the near-term liquidation value of BVAC
and, as a result, the Company reduced its after-tax premium on
BVAC from $12.8 million to $4.0 million during the quarter.

As discussed in a previous earnings release, BVAC has
substantially reduced its operating expenses while enhancing
marketing procedures.  As the economy recovers and these marketing
strategies are fully implemented, we anticipate BVAC's loan
production will recover commensurately.  Looking forward to 2004,
BVAC has expanded its relationships with multi-store auto
dealerships and anticipates increasing loan production from these
relationships.  Expansion into new states, which was de-emphasized
during the restructuring period, has also been reactivated and is
anticipated to increase production in 2004.

BVAC securitized and sold approximately $193 million of automobile
installment contracts during the third quarter.  A gain of $0.8
million was realized on the transaction.  Additionally, BVAC
received $20.4 million of auto installment contract repayments
during the quarter.

As discussed above, the Company adopted liquidation basis
accounting effective September 30, 2002.  Accordingly, the
Company's consolidated financial statements for periods subsequent
to September 30, 2002 have been prepared under the liquidation
basis of accounting including the replacement of a Consolidated
Statement of Operations and Comprehensive Income with a
Consolidated Statement of Changes in Net Assets in Liquidation.  
For reporting periods prior to September 30, 2002, the Company's
consolidated financial statements are presented on a going concern
basis of accounting.  The Company is providing herein a (1)
Consolidated Statements of Net Assets (Liquidation Basis) as of
September 30, 2003 and December 31, 2002, (2) Consolidated
Statements of Changes in Net Assets in Liquidation (Liquidation
Basis) for the three months ended September 30, 2003 and June 30,
2003 and the nine months ended September 30, 2003 and (3)
Consolidated Statements of Operations and Comprehensive Income
(Loss) for the three- and nine-month periods ended September 30,
2002 (Liquidation Basis) and the three months ended June 30,
2002 (Going Concern Basis).

Bay View Capital Corporation is a financial services company
headquartered in San Mateo, California and is listed on the NYSE:
BVC.  For more information, visit the Company's Web site at
http://www.bayviewcapital.com

                         *     *     *

As reported in Troubled Company Reporter's October 10, 2003
edition, Fitch Ratings withdrew its 'B-'long-term and 'B' short-
term debt ratings for Bay View Capital Corp and Bay View Bank, NA.
The ratings have been withdrawn based on what Fitch views to be a
fairly successful liquidation process that is expected to continue
until year-end 2005. A complete listing of all withdrawn ratings
is provided below.

Concurrently, Fitch raises its ratings for Bay View Capital Trust
I to 'BB-' from 'CCC', removes the securities from Rating Watch
Evolving and assigns a Stable Outlook, as Fitch believes BVC now
has sufficient means to meet the financial obligations of these
securities. The securities are callable on December 31, 2003, at
which point Fitch expects BVC to exercise its call option and
fully redeem the roughly $85 mln that remains outstanding.

                    Rating Upgraded and Assigned

          Bay View Capital Trust I

               -- Trust Preferred, to 'BB-' from 'CCC'.
               -- Rating Outlook, 'Stable.'

                         Ratings Withdrawn

          Bay View Capital Corporation and Bay View Bank, NA.

               -- Long-term debt, 'B-';
               -- Subordinate debt, 'CCC';
               -- Individual, 'D.';
               -- Support, '5'.

          Bay View Bank, NA

               -- Long-term deposits, 'B+';
               -- Short-term deposits, 'B';
               -- Short-term debt, 'B';
               -- Support, '5'.


BOB'S STORES: Brings-In Goodwin Procter as Bankruptcy Counsel
-------------------------------------------------------------
Bob's Stores, Inc., and its debtor-affiliates, seek Court
authority to employ Goodwin Procter LLP as lead counsel in their
chapter 11 cases.

Goodwin Procter, one of the nation's leading law firms, has
experience in virtually all aspects of the law that may arise in
this chapter 11 case. In particular, Goodwin Procter has
substantial bankruptcy and restructuring, corporate, litigation,
real estate, trust and insurance expertise.

In addition, Goodwin Procter has extensive knowledge concerning
the Debtors, their operations, and their financial affairs. During
the months preceding the Petition Date, Goodwin Procter assisted
the Debtors with their restructuring and reorganization
activities, including their preparation to commence these chapter
11 cases.

In its capacity as counsel, Goodwin Procter will:

     a) advise the Debtors with respect to their powers and
        duties as debtor-in-possession and the continued
        management and operation of their business and
        properties;

     b) attend meetings and negotiating with representatives of
        creditors and other parties-in-interest and responding
        to creditor inquiries and advising and consulting on the
        conduct of the cases, including all of the legal and
        administrative requirements of operating in chapter 11;

     c) represent the Debtors in connection with any adversary
        proceedings or automatic stay litigation that may be
        commenced in the proceedings and any other action
        necessary to protect and preserve the Debtors' estates;

     d) advise the Debtors regarding their ability to initiate
        actions to collect and recover property for the benefit
        of their estate;

     e) advise and assist the Debtors in connection with any
        potential property disposition;

     f) assist the Debtors in reviewing, estimating and
        resolving claims asserted against the Debtors' estate;

     g) negotiate and prepare on behalf of the Debtors any plan
        of reorganization and all related documents;

     h) appear before this Court, any appellate courts, and the
        U.S. Trustee and protecting the interests of the Debtors
        before such courts and the U.S. Trustee;

     i) prepare necessary motions, applications, answers,
        orders, reports, and papers necessary to the
        administration of the estate;

     j) provide litigation and other general non-bankruptcy
        services for the Debtors to extent requested by the
        Debtors; and

     k) perform all other legal services for and providing all
        other legal advice to the Debtors that may be necessary
        and proper in these proceedings.

Michael J. Pappone, Esq., discloses that Goodwin Procter current
standard hourly rates are:

          Partners                 $415 - $650 per hour
          Counsel                  $300 - $600 per hour
          Associates               $215 - $440 per hour
          Staff Attorneys          $215 - $275 per hour
          Legal Assistants         $125 - $240 per hour

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.


BURLINGTON: El Paso Natural Takes Action to Block Confirmation
--------------------------------------------------------------
John D. Demmy, Esq., at Stevens & Lee, in Wilmington, Delaware,
relates that the Burlington Industries Debtors own certain real
property in Statesville, North Carolina.  The Burlington Property
is part of an area designated as the FCX-Statesville Superfund
Site and listed by the United States Environmental Protection
Agency on the National Priorities as a Superfund Site pursuant to
the Comprehensive Environmental Response, Compensation and
Liability Act.

From 1986 to 1993, the North Carolina Department of Environment,
Health and Natural Resources and EPA conducted investigations at
the Site and confirmed the presence of soil contaminated with
pesticides, and groundwater contaminated with pesticides and
volatile organic compounds.  The Site has been divided into three
operable units.  The area affected by the volatile organic
compounds, which were determined to have originated on the
Burlington Property and to have migrated to the north and south
beyond the Burlington Properly boundary, has been designated as
Operable Unit 3.

EPA selected soil vapor extraction/air sparging and monitored
natural attenuation as the remedies for OU-3 and the treatment
system has been installed and is currently operating.  It is
intended to address the volatile organic compound contamination
in soil and groundwater emanating from the Burlington Property.  
The Consent Decree provides for EPA to order that Contingency
Measures be implemented at OU-3 if the initial remedy fails to
achieve site cleanup goals.  

El Paso Natural Gas Company and the Debtors each were named
defendants in a Complaint filed by the United States of America
in Civil Action No. 97-CV-98-M4, seeking performance of studies
and response work by the defendants at OU-3.  In December 1997,
El Paso and the Debtors entered into a Consent Decree resolving
the issues in the Complaint under which the signatories to the
Decree agreed to perform certain work at the Site and to perform
certain contingency measures should EPA decide they were
necessary.

As of the time El Paso filed its proof of claim in the Debtors'
cases, the estimate of the total cleanup cost for the Burlington
Property was $12,000,000.  At this level, the Debtors' obligation
to El Paso would be $7,800,000.  In July 2002, El Paso timely
filed a proof of claim with the Debtors' claims agent, evidencing
its claim against the Debtors for $7,800,000.

In August 2003, the Debtors filed the Plan, which provides for
the discharge of all prepetition environmental Claims "to the
fullest extent permissible by applicable law."  With respect to
the Site, El Paso understands that it is to be sold, with the
proceeds to be held by the Distribution Trust for distribution to
creditors in accordance with the terms of the Plan.  The Site is
not among the assets that are being sold pursuant to the Plan to
WL Ross & Co. LLC.  

Mr. Demmy notes that there is nothing in the Disclosure Statement
with respect to:

    (1) what allocation formula the Debtors used to allocate
        responsibility for the various Superfund sites, including
        the Site;

    (2) how the Debtors applied any formula,

    (3) how the Debtors concluded $2,900,000 was the correct
        "financial statement" reserve for environmental claims, or
    
    (4) whether the $2,900,000 reserve represents actual funds
        that will be set aside to fund payment of environmental
        claims.

El Paso understands that WL Ross, which will be assuming certain
administrative and other liabilities relating to assets being
sold to it, is not assuming any liability with respect to the
assets subject to transfer to the Distribution Trust, including
the Site.

Accordingly, El Paso objects the confirmation of the Plan
because:

A. The Debtors Are Not Entitled to a Discharge of El Paso's Claim

    Mr. Demmy emphasizes that where there is an ongoing release of
    hazardous substances or contamination accompanied by a state
    or federal determination that the release constitutes an
    endangerment, the cleanup claim is not dischargeable and is
    entitled to administrative priority.  Thus, to the extent that
    the Debtors seek to discharge El Paso's Claim by the
    confirmation of the Plan, the discharge is contrary to
    applicable law.

    Thus, whether the Debtors continue to own the Burlington
    Property or not, it has an ongoing obligation to address the
    contamination that continues to emanate from the Burlington
    Property.

    The mere fact that certain of the expenditures are to be
    incurred in the future at the Burlington Property/FCX-
    Statesville Superfund Site does not alter the claim of
    administrative priority for the cleanup costs to be incurred.  
    The continuing nature of the contamination is the critical
    factor.  The Debtors' obligation to ensure closure and post-
    closure care is not a "claim" within the definition in
    Section 101(5)(B) of the Bankruptcy Code and is not
    dischargeable.

    Furthermore, that there may be other parties liable to help
    pay for the cleanup of the ongoing contamination at the
    Burlington Property does not release the Debtors from
    liability or alter the non-dischargeability of the claim.

    Mr. Demmy notes that the mere fact that a cleanup is required
    or approved under applicable law does not, by itself,
    transform cleanup costs into a non-dischargeable claim or a
    priority claim.  However, the existence of an outstanding
    federal or state order or judicial decree requiring cleanup
    along with evidence of continuing offsite contamination raises
    the "imminence" of the threat or hazard and the merits of a    
    cleanup claim.

    Moreover, the Plan represents a classic liquidating Chapter 11
    Plan.  Substantially all of the Debtors' assets are being sold
    and the proceeds, along with all Excluded Assets, will be
    contributed to Liquidating LLC for immediate or -- to the
    extent there are disputed or otherwise unresolved or
    unliquidated claims -- eventual distribution to creditors of
    the Debtors' estates.

    Section 1141 of the Bankruptcy Code provides that:

       "The confirmation of a plan does not discharge a debtor if:

          (A) the plan provides for the liquidation of all or
              substantially all of the property of the estate;

          (B) the debtor does not engage in business after
              consummation of the plan; and

          (C) the debtor would be denied a discharge under section
              727(a) of this title if the case were a case under
              chapter 7 of this title."

    Even assuming the Court confirms the Plan, the Debtors simply
    are not entitled to a discharge from the claims pursuant to
    Section 1141, Mr. Demmy concludes.

B. The Plan Does Not Guarantee Payment in Full of El Paso's
    Administrative Expense Claim

    Under the Plan, Allowed Administrative Claims are to be paid
    in full in cash:

      (1) on the Effective Date; or

      (2) if the Administrative Claim is not allowed as of the
          Effective Date, 30 days after the date on which an order
          allowing the Administrative Claim becomes a Final Order
          or a Stipulation of Amount and Nature of Claim is
          executed by the Distribution Trust Representative and
          the holder of the Administrative Claim.

    Mr. Demmy asserts that the Plan lacks adequate means to ensure
    payment in full of El Paso's administrative claim.  El Paso
    objects to the Plan to the extent that there are not
    sufficient funds provided for, and maintained, in the
    Distribution Trust to provide treatment for its Claim.

    El Paso further objects to the Plan to the extent that it does
    not provide for the continuation of the Distribution Trust for
    a period of time sufficient to allow for final allowance of
    El Paso's claim.

    Rather, to be confirmable with respect to El Paso's
    administrative expense claim, the Plan must provide for the
    retention and maintenance by the Distribution Trust of
    adequate funds, free from any other claims, to pay El Paso's
    claim in full and for the Distribution Trust to remain in
    existence, with the funds, for as long as possible to pay El
    Paso's administrative claim as and when the claim is
    determined and becomes liquidated and allowed.

C. The Debtors Have Not Demonstrated that the Plan is Feasible as
    Required by Section 1129(a)(11) of the Bankruptcy Code

    Mr. Demmy complains that the record is not clear regarding the
    Distribution Trust's ability to perform under the Plan with
    respect to administrative claims, or specifically with respect
    to El Paso's claim.  This renders the Plan unconfirmable
    because no determination of feasibility can be made.
    (Burlington Bankruptcy News, Issue No. 41; Bankruptcy
    Creditors' Service, Inc., 609/392-0900)    


CALAIS RESOURCES: Needs New Financing to Continue Operations
------------------------------------------------------------
Calais Resources Inc. anticipates that the 2004 fiscal year will
result in greater operating losses than realized in fiscal 2002 or
2003, since it received US$4,500,000 in mortgage financing from
accredited investors in August 2003 and it intends to increase its
operations on its Caribou and Panamanian properties. Furthermore,
because the Company lost its status as a foreign private issuer
under the United States securities laws, it will incur additional
expenses in complying with the duplicative reporting requirements
in the United States and Canada. The Company also has increased
its general and administrative expenses by opening its  
administrative office in Englewood, Colorado and has assumed the
administrative costs associated with that office and its new chief
financial officer, expenses not incurred in previous fiscal years.

Calais Resources has had working capital deficits during each of
its last two fiscal years of Cdn$2,437,000 at May 31, 2003 and
Cdn$2,142,000 at May 31, 2002. These working capital deficits have
in part been financed by:

-- increasing accounts payable (Cdn$975,000 at May 31, 2003 as
   compared to Cdn$659,000 at May 31, 2002);

-- a Cdn$96,000 note payable at May 31, 2003 which did not exist
   at the end of the prior fiscal year; and

-- Offsetting these increased short-term liabilities was a
   Cdn$190,000 reduction in short-term bank indebtedness at
   May 31, 2003 as compared to May 31, 2002.

Calais' working capital deficit during the past two fiscal years
(and previously) has adversely affected its ability to carry on
its mineral exploration operations. It was also unable to retain
professional help needed to fully comply with its reporting
obligations in Canada and in the United States, and was required
to incur significantly greater interest and bank charges than
would have otherwise been required.

The Peak National Bank loan was in default as of 5-31-2003. The
default was cured subsequent to fiscal year ending. This bank loan
was paid in full in August 2003.

During the last five fiscal years Calais Resources has not
achieved any revenues from operations and does not expect to
receive any such revenues in the near future until such time, if
ever, it produces precious metals which it can market. There is a
possibility that it may produce gold from placer operations that
it expects to undertake on its Panamanian properties during the
fiscal year ending May 31, 2004, but even if the Company achieves
such revenues it anticipates that it will reinvest them in its
Panamanian operations, reducing the capital that will be required
from its United States operations. It is not likely that any
revenues obtained from the anticipated Panamanian placer
operations will exceed the cost of those operations until the
Company has the capital necessary to expand the operations beyond
the phase that it currently anticipates.

Calais Resources expects it will have positive cash flow during
its 2004 fiscal year even though it also anticipates increased
negative cash flow from operations and investing activities. Its
positive cash flow will be due primarily to the August 2003
investment of US$3,500,000 (net proceeds) received from six
accredited investors. In the future the Company expects that it
will continue to be dependent on its financing activities to
finance anticipated continuing negative cash flows from operating
and investing activities. Alternatively the Company will have to
find joint venture partners or industry partners who are willing
to invest funds in its properties or in Calais itself to fund
continuing operations. The Company is hopeful that after it has
established mineralization or reserves through exploration
activities, Calais may be able to attract joint venture partners,
industry partners, or other investors who will be willing to
provide it the necessary capital on commercially-reasonable terms.


CREDIT SUISSE: Fitch's Series 2001-CF2 Note Ratings Affirmed
------------------------------------------------------------
Fitch Ratings affirms Credit Suisse First Boston's commercial
mortgage pass-through certificates, series 2001-CF2 as follows:

        -- $27.6 million class A-1 'AAA';
        -- $153.8 million class A-2 'AAA';
        -- $129.8 million class A-3 'AAA';
        -- $523.2 million class A-4 'AAA';
        -- Interest only classes A-CP and A-X 'AAA';
        -- $43.8 million class B 'AA';
        -- $49.3 million class C 'A';
        -- $10.9 million class D 'A-';
        -- $16.4 million class E 'BBB+';
        -- $18.9 million class F 'BBB';
        -- $14 million class G 'BBB-';
        -- $16.4 million class H 'BB+';
        -- $21.9 million class J 'BB';
        -- $8.2 million class K 'BB-';
        -- $9.3 million class L 'B+';
        -- $9.9 million class M 'B';
        -- $5.5 million class N 'B-'.

Fitch does not rate the $16.4 million class O, $14.8 million class
NM-1, $17.1 million class NM-2 and $1 million class RA
certificates.

The affirmations reflect minimal reduction of the pool collateral
balance since issuance.

GMAC Commercial Mortgage Corp., the master servicer, collected
year-end 2002 financials for 92% of the pool balance. Based on the
information provided the resulting YE 2002 weighted average debt
service coverage ratio is 1.47 times compared to 1.54x as of YE
2001 for the same loans.

Currently, seven loans (1.7%) are in special servicing and Fitch
expects losses. The largest loan in special servicing (0.5%) is
real estate owned and secured by a hotel located in Kissimmee,
Florida. The property is listed for sale and has a receiver in
place. The additional REO loan (0.1%) is secured by a vacant
stand-alone retail property located in Fort Dodge, Iowa. Twenty-
three loans (11.1%) reported YE 2002 DSCRs below 1.00x. One of the
loans (0.6%), Days Inn Hotel, located in Niagara Falls, NY,
suffered a large decline in revenue and occupancy due to a
decrease in travel to the area.

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


CROWN CASTLE: Third-Quarter Net Loss Balloons to Nearly $100 Mil.
-----------------------------------------------------------------
Crown Castle International Corp. (NYSE: CCI) reported results for
the third quarter ended September 30, 2003.

Total revenue for the third quarter of 2003 was $235.6 million.
Site rental and broadcast transmission revenues for the third
quarter of 2003 increased 19% percent to $198.4 million from
$166.3 million for the same period in the prior year. Operating
income improved $17.9 million to $10.0 million in the third
quarter of 2003 from a loss of $7.9 million in the third quarter
of 2002.

Net loss was $99.7 million for the third quarter of 2003,
inclusive of $37.6 million in losses from the retirement of debt
and preferred securities, compared to a net loss of $65.6 million
for the same period in 2002, inclusive of $30.0 million of gains
from the retirement of debt. Net loss after deduction of dividends
on preferred stock was $109.2 million in the third quarter of
2003, inclusive of $37.6 million in losses from the retirement of
debt and preferred securities, compared to a loss of $35.7 million
for the same period last year, inclusive of $79.8 million in gains
from the retirement of debt and preferred securities. Third
quarter net loss per share was $(0.50) compared to a loss per
share of $(0.16) in last year's third quarter of 2002.

Net cash from operating activities for the third quarter of 2003
was $44.1 million. Free cash flow, defined as net cash from
operating activities less capital expenditures, for the third
quarter of 2003 was a source of cash of $22.4 million, an
improvement of $48.1 million from the same period last year. At
September 30, 2003, cash and cash equivalents were $255.7 million.

                       OPERATING RESULTS

US site rental revenue for the third quarter of 2003 increased
$8.6 million, or 8.2%, to $113.4 million, up from $104.8 million
for the same period in 2002, and UK site rental and broadcast
transmission revenue for the third quarter of 2003 increased $23.1
million, or 41.7%, to $78.3 million, up from $55.2 million for the
same period in 2002. These revenue results approximate same tower
sales as a result of the fact that approximately 98% of Crown
Castle's sites on September 30, 2003 were in operation as of July
1, 2002. On a consolidated basis, site rental and broadcast
transmission gross margin, defined as site rental and broadcast
transmission revenue less site rental and broadcast transmission
cost of operations, increased 27% to $121.3 million, up $25.6
million in the third quarter of 2003 from the same period in 2002.
Year over year comparisons of site rental and broadcast
transmission revenue and gross margin were positively impacted
$10.5 million and $7.5 million, respectively, by the launch of
Freeview in the UK during the fourth quarter of 2002. For the
third quarter of 2003, US capital expenditures were $5.3 million
and UK capital expenditures were $15.5 million. During the third
quarter of 2003, Crown Castle developed 31 sites in the UK under
our agreement with British Telecom.

"Our business units delivered strong revenue growth this quarter
in our core site rental and broadcast transmission business and
completed some key agreements," stated John P. Kelly, President
and Chief Executive Officer of Crown Castle. "While our outlook
continues to suggest leasing activity will remain constant at
current levels, we see indications that US leasing activity may
improve into 2004. We have seen an increase in site applications
for our US towers from our customers as they improve their
networks. We continue to strive to meet our customers' needs with
increased speed and accuracy. Our continued efforts to grow
revenue while reducing interest expense, working capital, and
capital expenditures resulted in excellent free cash flow results.
We remain on track with our initiatives and are on pace to
outperform our original free cash flow outlook for 2003, which we
provided last year."

                    BALANCE SHEET IMPROVEMENTS

On October 10, 2003, Crown Castle announced the completion of an
amended $1.6 billion credit facility for its restricted group
operating company and made certain changes to its capital
structure. The OpCo Facility is comprised of a $192.5 million Term
A loan, a $1.1 billion Term B loan and an unfunded $350 million
revolving credit facility. Crown Castle also designated its UK
subsidiary as a restricted subsidiary, repaid the CCUK senior
credit facility and will redeem on November 10, 2003 CCUK's 9%
Guaranteed Bonds due 2007.

During the third quarter, Crown Castle purchased 179,551 shares of
its 12-3/4% Senior Exchangeable Preferred Stock for $198.3 million
in cash. At September 30, 2003, the remaining 12-3/4% Senior
Exchangeable Preferred Stock due 2010 had an aggregate redemption
value of $46.8 million. Crown Castle has delivered notice to
redeem the remaining 12-3/4% Senior Exchangeable Preferred Stock
at the contractual call price of 106.375% on December 15, 2003,
the first optional redemption date for such securities.

Also, during the third quarter of 2003, Crown Castle repaid $10.0
million of its Crown Atlantic credit facility. Pro forma for the
OpCo Facility, repayment of the CCUK credit facility and the
redemption of the CCUK 9% Guaranteed Bonds, at September 30, 2003,
Crown Castle had approximately $1.0 billion of total liquidity,
comprised of approximately $550 million of cash and cash
equivalents and total availability under its OpCo Facility and
Crown Atlantic credit facility of approximately $470 million.

"We remain committed to increasing free cash flow through growth
in our core leasing business and reductions in interest expense,"
stated W. Benjamin Moreland, Chief Financial Officer of Crown
Castle. "The successful refinancing of our OpCo Facility is an
important milestone in our efforts to improve our overall
financial profile. We are very focused on improving our leverage
and interest coverage ratios ahead of the contractual call dates
of our senior notes, which start May 2004. By investing our excess
liquidity to purchase our debt securities and through the
potential refinancing of a portion of our senior notes next year,
we expect to make further progress towards our goal of reducing
our run-rate total interest expense to less than $200 million by
the end of 2004 and converting the savings into free cash flow
growth."

On July 1, 2003, Crown Castle adopted the provisions of Statement
of Financial Accounting Standards No. 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and
Equity ("SFAS 150"). As a result, Crown Castle's 12-3/4% Senior
Exchangeable Preferred Stock was reclassified as a liability and
the dividends and losses resulting from the purchases of such
securities are included in the net loss on the consolidated
statement of operations beginning on July 1, 2003.

                           OUTLOOK

The following statements and outlook table are based on current
expectations and assumptions and assume a US dollar to UK pound
exchange rate of 1.65 dollars to 1.00 pound and a US dollar to
Australian dollar exchange rate of 0.60 US dollars to 1.00
Australian dollar. This Outlook section contains forward-looking
statements, and actual results may differ materially. Information
regarding potential risks which could cause actual results to
differ from the forward-looking statements herein are set forth
below and in Crown Castle's filings with the Securities and
Exchange Commission.

Crown Castle has adjusted certain elements of its previously
provided financial guidance for full year 2004, which results in
expected free cash flow increasing from between $105 million and
$130 million to between $120 million and $140 million for the full
year 2004. Crown Castle's outlook for net cash provided by
operating activities is based on interest expense on its existing
debt balances and does not include savings from interest expense
reductions that may be achieved through further debt reductions
and refinancings, except for the interest savings from the
redemption on December 15, 2003 of the 12-/4% Senior Exchangeable
Preferred Stock. Crown Castle's 2003 and 2004 projected net cash
provided by operating activities assumes the effect of converting
paid-in-kind interest to cash pay for the 10-3/8% and 11-1/4%
Senior Discount Notes.

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


CRYOCON INC: Reports Changes in Executive Management
----------------------------------------------------
On July 18, 2003, Vaughn Griggs resigned as Cryocon's Chief
Financial Officer and Chief Accounting Officer. The Company has
indicated that Mr. Grigg's resignation was not due to any
disagreement with the Company on any matter relating to the
Company's operations, policies or practices. On August 19, 2003,
Cryocon's Board of Directors appointed Mr. Kyle Lamph as its Chief
Financial Officer and Chief Accounting Officer.

On August 19, 2003, Brian Morrison resigned as Chairman of the
Board and Chief Executive Officer. Again the Company has indicated
that Mr. Morrison's resignation was not due to any disagreement
with the Company on any matter relating to the Company's
operations, policies or practices.

On August 19, 2003, the Company's Board of Directors appointed Mr.
Sterling Redfern as Chairman of the Board and Mr. P. Clay Thomas
as Acting Chief Executive Officer. Also at the August 19, 2003
Board of Directors' meeting, the Board of Directors appointed Mr.
Richard Yetter to fill the open Board Position that was created by
the resignation of Dr. Richard Lindstrom on July 15, 2003.

On September 23, 2003, Mr. Sterling Redfern resigned as Chairman
of the Board. Again the Company stresses that Mr. Redfern's
resignation was not due to any disagreement with Cryocon on any
matter relating to its operations, policies or practices. On
October 10, 2003, the Company's Board of Directors appointed Mr.
Richard Yetter as Chairman of the Board.

Cryocon, Inc. does not have significant cash or other material
assets, nor does it have an established source of revenues
sufficient to cover its operating costs and to allow it to
continue as a going concern. Until that time, the stockholders or
control persons have committed to covering the operating costs of
the Company.

To the extent that funds generated from operations do not cover
operations, the Company will have to raise additional working
capital. No assurance can be given that additional financing will
be available, or if available, will be on terms acceptable to the
Company. If adequate working capital is not available, the Company
may be required to curtail its operations.

Management believes that the Company's future cash flow from
operations together with its current cash is inadequate to provide
for 60 days of operations; therefore, it may need funding from
traditional bank financing or from a debt of equity offering;
however, it may have difficulty in obtaining funding due to its
poor financial condition.


CRYOCON INC: Hires Stark Winter New Independent Accountants
-----------------------------------------------------------
On October 24, 2003, Cryocon, Inc. changed accountants from HJ &
Associates, LLC to Stark Winter Schenkein & Co., LLP.  

HJ & Associates, LLC reports on the financial statements during
the period from inception (October 20, 1999) to March 31, 2002 and
the interim period through October 24, 2003, contained a going-
concern qualification and an explanatory paragraph related to the
correction of errors in regard to the application of accounting
principles which resulted in the       restatement of the
financial statements for the period from inception to March 31,
2002.

The decision to change accountants was approved by the Company's
Board of Directors

On October 24, 2003, the Company engaged Stark Winter Schenkein &
Co., LLP as its independent accountants.
        
Cryocon, Inc. does not have significant cash or other material
assets, nor does it have an established source of revenues
sufficient to cover its operating costs and to allow it to
continue as a going concern. Until that time, the stockholders or
control persons have committed to covering the operating costs of
the Company.

To the extent that funds generated from operations do not cover
operations, the Company will have to raise additional working
capital. No assurance can be given that additional financing will
be available, or if available, will be on terms acceptable to the
Company. If adequate working capital is not available, the Company
may be required to curtail its operations.

Management believes that the Company's future cash flow from
operations together with its current cash is inadequate to provide
for 60 days of operations; therefore, it may need funding from
traditional bank financing or from a debt of equity offering;
however, it may have difficulty in obtaining funding due to its
poor financial condition.


CSG SYSTEMS: Seeking Waiver of Potential Loan Covenant Breach
-------------------------------------------------------------
CSG Systems International, Inc. (Nasdaq: CSGS), a leading provider
of customer care and billing solutions, reported results for the
quarter ended September 30, 2003.

Third Quarter 2003 Highlights:

-- On October 7, 2003, CSG received a ruling in the arbitration
   between CSG and AT&T Broadband, now Comcast. As a result of
   this ruling, CSG recorded a charge, reflected as a reduction of  
   revenue, for the arbitration award of $119.6 million in the
   third quarter;

-- GAAP results were as follows: total revenues (which reflect the
   impact of the charge discussed above) were $25.5 million;
   operating loss was $93.8 million; and net loss per diluted
   share was $1.04;

-- Adjusted results were as follows: total revenues were $145.1
   million; operating income was $25.8 million; and net income per
   diluted share was $0.28;

-- Cash flows from operations were $39.4 million;

-- CSG signed a number of contracts during the quarter with the
   following providers:

-- Beijing Telecom, a wholly-owned subsidiary of China Telecom,
   China's largest telecommunications service provider;

-- Saudi Telecom, Saudi Arabia's largest telecommunications
   provider;

-- Sky Italia, the new Italian satellite platform owned by News
   Corp and Telecom Italia;

-- British Telecom, Britain's largest telecommunications provider;
   and

-- Cometa Networks, which deploys and maintains public Wi-Fi
   wireless broadband Internet access sites in partnership with
   nationally and regionally branded retail partners.

-- In addition, CSG introduced Kenan FX, a new business framework
   that is the culmination of 18 months of research and
   development, combining the best of the Kenan and CSG assets to
   offer service providers with pre-integrated products and
   modules in customer management, revenue enablement, billing and
   extendibility.

"We are cautiously optimistic about the level of activity that we
are seeing with communications providers," said Neal Hansen,
chairman and chief executive officer of CSG Systems International,
Inc. "Our core third quarter results are indicative of the
stabilization that we are seeing in spending with service
providers. While the ruling regarding the arbitration with Comcast
is not what we expected, we are happy to have this matter behind
us and continue to focus our efforts on helping our customers roll
out new products and services and run their operations more
efficiently."

                    Third Quarter 2003 Results

Processing revenues for the third quarter of 2003 were $92.8
million (excluding the impact of the $13.9 million arbitration
charge attributable to the quarter), and were basically flat
compared to the same period last year and the second quarter of
2003. Software revenues decreased 9 percent year-over-year to
$10.6 million. Compared to the third quarter last year,
maintenance revenues decreased 6 percent to $24.1 million, however
increased 6 percent from the second quarter of 2003. Professional
services generated $17.6 million of revenue in the quarter, a 29
percent decrease when compared to the same period last year and a
7 percent increase over the second quarter of 2003.

During the current quarter, CSG recorded the $119.6 million
Comcast arbitration award as a charge to revenue. As a result,
revenues presented under generally accepted accounting principles
were $25.5 million in the current quarter. Adjusted revenues (as
discussed below) were $145.1 million, down 7 percent when compared
to the same period in 2002.

GAAP net loss for the third quarter of 2003 was $53.6 million, or
$1.04 per diluted share. These results reflect the $119.6 million
attributable to the arbitration award. Adjusted net income (as
discussed below) was $14.7 million, or $0.28 per diluted share.
The 2003 third quarter Adjusted results were reduced by
approximately $3.5 million, or $0.04 per diluted share, due to
restructuring charges recorded in the current quarter. GAAP net
income for the third quarter of 2002 was $5.8 million, or $0.11
per diluted share. The 2002 third quarter GAAP results were
reduced by approximately $12.0 million, or $0.14 per diluted
share, due to restructuring charges, and $2.1 million, or $0.05
per diluted share, due to Kenan Business acquisition-related
expenses recorded in the third quarter of 2002.

                     Arbitration Ruling
            (for more details refer to press release
               and Form 8-K dated October 8, 2003)

On October 7, 2003, CSG received a ruling in the arbitration
between CSG and AT&T Broadband, now Comcast. The arbitration
ruling included an award of $119.6 million to be paid by CSG to
Comcast. The award was based on the arbitrator's determination
that CSG had violated the most favored nations clause of the
Master Subscriber Agreement between CSG and Comcast. CSG recorded
the impact from the arbitration ruling in the quarter ended
September 30, 2003 as a charge to revenue. Based on the
arbitrator's ruling, the $119.6 million was segregated such that
$105.7 million was attributable to periods prior to July 1, 2003,
and $13.9 million was attributable to the third quarter of 2003.

CSG sought a modification to the award, believing the arbitrator
had miscalculated the total amount of MFN damages. On October 27,
2003, the arbitrator ruled that he did not miscalculate the MFN
damages and that CSG must pay the entire $119.6 million award to
Comcast. The arbitrator further ruled that the minimum payment
provision in the agreement between the parties is subject to the
MFN clause. The effect of this ruling is that, while CSG maintains
its exclusive right to process the Comcast subscribers previously
owned by AT&T, the minimum financial obligation under the
agreement is reduced to reflect the charges and fees under a
contract with another customer.

On October 21, 2003, CSG paid approximately $65 million of the
arbitration award to Comcast, using available corporate funds. The
$65 million payment represented the portion of the arbitration
award that CSG did not contest. CSG expects to pay the remaining
$55 million of the damages award. CSG expects to receive an income
tax benefit (at an estimated income tax rate of approximately 37%)
for the total amount of the arbitration award paid to Comcast,
through a reduction of 2003 income taxes payable and through CSG's
ability to carry back net operating losses to previous years.

                Adjusted Results of Operations

As discussed above, CSG recorded a charge for the $119.6 million
arbitration award during the current quarter. To provide for
additional comparison of CSG's current results of operations with
prior periods, and its previously communicated third quarter
financial guidance, CSG has adjusted out the impact of the
arbitration charge.

                     Financial Condition

As of September 30, 2003, CSG had cash and short-term investments
of $144.4 million, compared to $128.4 million, as of June 30,
2003. Billed net accounts receivable were $149.1 million as of
September 30, 2003, compared to $169.1 million as of June 30,
2003.

During the third quarter of 2003, CSG made a $20 million voluntary
principal payment, reducing CSG's long-term debt balance from
$248.9 million as of June 30, 2003 to $228.9 million as of
September 30, 2003. As a result of this debt prepayment, CSG's
scheduled principal payments within the next 12 months are $8.5
million, with the first payment due on June 30, 2004 in the amount
of $1.9 million.2

CSG evaluated the impact of the arbitration ruling on its credit
agreement and believes that it is in compliance with the required
financial ratios and covenants, and does not believe that the
ruling has resulted in a default of the credit agreement, as of
September 30, 2003. However, the $65 million payment to Comcast in
October 2003 is expected to negatively impact CSG's calculation of
EBITDA (as defined in the credit agreement) in the fourth quarter
of 2003 such that CSG will not meet certain financial ratios and
covenants, as of December 31, 2003. CSG has begun discussions with
its lenders in an effort to receive the necessary waiver and/or
amendment to the credit agreement during the fourth quarter of
2003 to avoid this situation. Should CSG be in default of its
credit agreement at the end of 2003, and be unable to obtain the
necessary waiver and/or amendment, then its lenders would have the
right to demand payment of the entire outstanding loan balance.

As of October 24, 2003, CSG had approximately $90 million of cash
and short-term investments available for operations (after the $65
million payment was made to Comcast). CSG believes that its
current cash and short-term investments, together with cash
expected to be generated from future operating activities, will be
sufficient to meet its anticipated cash requirements through at
least 2004. This includes paying the balance of the $119.6 million
arbitration award, or approximately $55 million. Consequently, CSG
has recently informed its lenders that CSG does not intend to
borrow on its revolving credit facility in the near future.

Cash flows from operations for the quarter ended September 30,
2003 were $39.4 million, compared to a negative $5.5 million for
the same period in 2002, an increase of $44.9 million. Cash flows
from operations for the quarter ended June 30, 2003 were $37.1
million, an increase of $2.3 million sequentially between
quarters. The recent quarters' cash flows from operations have
been higher than the estimated $20 million to $25 million per
quarter as a result of CSG's recent success in collecting on its
accounts receivables.

During the third quarter of 2003, CSG did not repurchase any of
its common stock.

               Fourth Quarter and 2004 Financial Guidance

"Our financial guidance for the fourth quarter reflects an
unusually high full-year effective income tax rate of 46%, as a
result of the arbitration ruling," Peter Kalan, chief financial
officer, said. "For the fourth quarter, we are expecting revenues
of between $125 million and $132 million, pre-tax income of
between $13 million and $15 million and earnings per diluted
share, using the 46 percent effective income tax rate, of between
14 and 16 cents.

"In 2004, we are expecting revenues of between $520 million and
$535 million," Kalan added. "In addition, as a result of
anticipated cost reduction programs, we expect earnings per
diluted share of between 90 cents and $1.00, based on an estimated
effective income tax rate of 38 percent, significantly lower than
2003's effective income tax rate. Both our fourth quarter 2003 and
our 2004 financial guidance do not include any restructuring
charges that may be incurred during that time as we are not able
to estimate them today."

For additional information about CSG, please visit CSG's web site
at http://www.csgsystems.com Additional information can be found  
in the Investor Relations section of the web site.

Headquartered in Englewood, Colorado, CSG Systems International
(Nasdaq: CSGS) and its wholly-owned subsidiaries serve more than
265 service providers in more than 40 countries. CSG is a leader
in next-generation billing and customer care solutions for the
cable television, direct broadcast satellite, advanced IP
services, next generation mobile, and fixed wireline markets.
CSG's unique combination of proven and future-ready solutions,
delivered in both outsourced and licensed formats, empowers its
clients to deliver unparalleled customer service, improve
operational efficiencies and rapidly bring new revenue-generating
products to market. CSG is an S&P Midcap 400 company. For more
information, visit http://www.csgsystems.com  


DILLARD'S: Fitch Initiates Coverage and Assigns Low-B Ratings
-------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB-' to the senior
unsecured notes of Dillard's, Inc., and a rating of 'B-' to the
company's Capital Securities. Dillard's had $2.7 billion of debt
and hybrid securities outstanding as of 8/2/03. The Rating Outlook
is Negative.

The ratings reflect Dillard's broad market presence in growing
areas of the country and significant real estate ownership
position offset by negative operating trends and high financial
leverage. The Negative Rating Outlook reflects the company's
persistently weak sales as well as longer-term competitive
pressures facing the department store sector.

Dillard's has experienced declining sales for several years due to
the soft retail environment and weak demand for apparel.
Comparable store sales declined 3% in the eight months ended
September 2003, following declines in 2000-2002. This has led the
company to deemphasize underperforming national apparel brands and
ramp up its private label offerings, which accounted for 18.8% of
sales in 1H'03 compared with 16.2% in 1H'02. However, the private
label effort has not yet developed to the point that it is driving
floor traffic or margin improvement. While the gross margin
widened in 2002 due to solid inventory control, it was down 280
basis points in the first half of 2003, reflecting continued sales
declines and the need to mark down excess inventories.

Dillard's cash flow from operations has historically been more
than sufficient to cover capital spending, leaving a sizable level
of free cash flow for debt reduction and share repurchases. The
company's share repurchase activity has been minimal the past two
years, with free cash flow focused exclusively on debt reduction.
Dillard's paid down more than $1 billion of debt over the past
four years, though its financial leverage remains high due to
softer operations. Adjusted debt/EBITDAR weakened to 5.1 times at
8/2/03 from 4.3x at year-end 2002, while EBITDAR/interest plus
rents declined in the twelve months ended 8/2/03 to 2.4x from 3.0x
in 2002.

Looking ahead, while Dillard's will continue to generate free cash
flow, it is not expected to be sufficient to repay debt maturities
totaling nearly $1 billion from 2004 through 2007. Dillard's has
alternate sources of liquidity, including an untapped $400 million
secured revolver, and $500 million of accounts receivable conduit
facilities. The conduit facilities are the company's primary
source of working capital financing, and seasonal peak borrowings
are projected to be in-line with last year's peak of $465 million.
In addition, Dillard's owns 78% of its stores, giving it the
flexibility to do sale-leasebacks or mortgage financings to raise
funds if necessary.

Dillard's is the third largest department store chain in the U.S.,
with 329 stores in 29 states in the southeast, central and
southwestern U.S. All of the company's stores operate under the
Dillard's nameplate. Women's clothing, shoes, accessories and
cosmetics account for approximately 66% of the company's sales,
while men's clothing accounts for 18% of the total, children's
clothing 7% and home-related goods the remaining 9%.


DIRECTV LATIN: Gets Nod to Release Confidential Information
-----------------------------------------------------------
U.S. Bankruptcy Court Judge Peter J. Walsh rules that:

   (1) DirecTV Latin America, LLC is directed to disclose to
       Pachulski and Huron information and other data contained in
       the Contracts between the Debtor and certain programmers
       and the other third parties that the Committee has
       requested which in the Debtor's sole determination is
       reasonably necessary to the Committee Advisor's evaluation        
       of the Debtor's proposed restructuring, provided that the
       Contracts, and all the requested information or other data
       they contain, provided by the Debtor will be designated as,
       and deemed to be, "Restricted Disclosure Only," pursuant to
       the Non-Disclosure Agreement entered into as of July 31,
       2003 by the Debtor and the Committee Advisor, and the
       Debtor's disclosure complies with the terms of the Order;

   (2) Notwithstanding the Non-Disclosure Agreement, the Debtor
       will not remove the designation of "Restricted Disclosure
       Only" or otherwise consent to the disclosure by the
       Committee Advisors of the Contracts, and the information
       and data it contains, without the prior written consent of
       the affected third parties or, in the absence of the
       consent, entry of a Court order of competent jurisdiction
       granting relief after appropriate notice to all affected
       parties and hearing;

   (3) The disclosure is to be made in strict compliance with the
       Non-Disclosure Agreement and the Order, and any breach of
       the Non-Disclosure Agreement may be enforced by the
       parties concerned and by the affected third parties,
       including without limitation by enforcing and pursuing the
       rights and remedies provided in the agreement, as if the
       affected third party were an express party to, and a third
       party beneficiary of, the Non-Disclosure Agreement;

   (4) The Non-Disclosure Agreement will not be amended without
       the consent of any affected third party;  

   (5) The limited disclosure to Pachulski and Huron in
       accordance with the terms of the Non-Disclosure Agreement
       is necessary to comply with a valid order of the Court
       and therefore is not in violation of confidentiality
       provisions in the Contracts between the Debtor and the
       affected third parties; and

   (6) The Order will be deemed a waiver by any party of any
       right to seek further protection under Section 107(b) of
       the Bankruptcy Code.

                         *    *    *

                         Backgrounder

On September 9, 2003, the Court allowed the dis2closure of certain
contractually protected confidential information to the Creditors
Committee's legal and financial advisor.  Since then, DirecTV
Latin America, LLC determined that there are over 250 additional
contracts by and between the Debtor and certain programmers or
other third-party entities that contain confidential provisions
similar to those detailed in the Original Motion.  Indeed, all of
the Contracts allow its disclosure and information related thereto
only with the written consent of the other party or to the extent
necessary to comply with the law or a valid order of a court of
competent jurisdiction.

The Debtor is in the process of developing and presenting to the
Committee its post-emergence business plan, which will form the
basis for a negotiated plan of reorganization.  Pachulski, Stang,
Ziehl, Young, Jones & Weintraub P.C. requested disclosure of all
agreements entered into by the Debtor and its predecessors, local
operating companies or wholly owned affiliates.  Pachulski's
request includes the Contracts and other data related to the
Contracts that may fall within the confidential provisions of the
Contracts -- the Requested Information.  Pachulski asserts that
this Requested Information is essential to the evaluation of the
Debtor's proposed restructuring.

The Debtor attempted by letter to secure the written consent of
each of the Affected Third Parties to the restricted disclosure of
the Requested Information to avoid burdening the Court again on
this matter.  However, even though it had received written consent
from a number of the Affected Third Parties, not all consents
haven been received to date.  Moreover, there are at least three
Affected Third Parties for which the Debtor has no contact
information and, despite its good faith efforts, has been unable
to uncover any contact information.

Accordingly, the Debtor asked the Court to allow the limited
release, at its sole discretion, of certain contractually
protected confidential information to the Official Committee of
Unsecured Creditors' (a) counsel -- Pachulski, Stang, Ziehl,
Young, Jones & Weintraub PC; and (b) financial advisor -- Huron
Consulting Group, LLC.8

The Debtor also asked Judge Walsh to:

   (1) require the disclosure to be made in strict compliance
       with the Non-Disclosure Agreement; and

   (2) find that the disclosure to Pachulski and Huron in
       accordance wit the terms of the Non-Disclosure Agreement
       is necessary to comply with a valid Court order and
       therefore is not in violation of the confidential
       provisions in the Contracts. (DirecTV Latin America        
       Bankruptcy News, Issue No. 14; Bankruptcy Creditors'       
       Service, Inc., 609/392-0900)


DJ ORTHOPEDICS: Third-Quarter Results Enter Positive Territory
--------------------------------------------------------------
dj Orthopedics, Inc. (NYSE: DJO), a designer, manufacturer and
marketer of products and services for the orthopedic sports
medicine market, announced record financial results for the third
quarter and nine months ended September 27, 2003.

Net revenues for the third quarter of 2003 totaled $48.9 million,
an increase of 6.6 percent, compared with net revenues of $45.8
million reported in the third quarter of 2002.  Net income for the
third quarter of 2003 was $3.6 million, or $0.19 per share,
compared with a net loss of $5.8 million, or $(0.33) per share for
the third quarter of 2002.  Net income for the third quarter of
2003 included a benefit of $0.5 million ($0.3 million net of
taxes) related to the reversal of certain charges taken in 2002 in
connection with the Company's performance improvement program.  
Net loss for the third quarter of 2002 included charges totaling
$9.4 million ($6.0 million net of taxes) related to the
performance improvement program.

For the first nine months of 2003, net revenues totaled $143.3
million, an increase of 5.4 percent compared with net revenues of
$136.0 million reported in the first nine months of 2002.  Net
income for the first nine months of 2003 was $8.0 million, or
$0.43 per share, compared with a net loss of $9.2 million, or
$(0.52) per share for the corresponding nine month period in
2002.  Net loss for the first nine months of 2002 included
performance improvement and restructuring charges totaling $17.0
million ($10.9 million net of taxes).

Commenting on the Company's third quarter results, Les Cross, dj
Orthopedics' President and Chief Executive Officer noted, "With
improved operating fundamentals in place at dj Orthopedics, we
have increased our focus on accelerating the Company's revenue
growth within our core rehabilitation business resulting in a
series of specific growth initiatives.  Excellent third quarter
results, including higher revenue growth rates across our domestic
business segments, stronger operating margins and record cash flow
from operations of $10 million, reflect the progress we have made
with these initiatives."

"We had another productive quarter for new product development,
introducing several new products across different product
categories," Mr. Cross continued.  "On the sales side, we are
pleased to have completed our thorough search for a first rate
executive to lead our sales and marketing functions.  Lou Ruggiero
joined the company in September and is already adding value.  We
saw strong growth in OfficeCare(R) this quarter, driven by the net
addition of several new OfficeCare clinic locations and selective
price increases that went into effect in June.  Our emphasis on
extending our reach to larger healthcare buying groups through the
expansion of our national accounts portfolio continued in the
third quarter and we added two new accounts.  On the international
front, we continued to expand our European presence by
establishing a new, direct-sales subsidiary in France, which
commenced operations on October 1, 2003.

"Finally, the planned acquisition of the bone growth stimulation
device business of OrthoLogic Corporation has the potential to be
a strong contributor to the financial profile of dj Orthopedics.  
OrthoLogic has established a successful bone growth stimulation
business, with state-of-the-art technology, superior product
related competitive benefits and growing market share.  The bone
growth stimulation market has been growing at a compound annual
growth rate of approximately 12 percent, faster than our current
markets.  Following the acquisition's close, approximately 20% of
dj Orthopedics' revenue will be in the bone growth stimulation
segment, which will accelerate the top-line growth rate of the
combined company.  From a profitability perspective, the gross
profit margins for bone growth stimulation are stronger than our
current gross profit margins, which should drive increased
operating margins and profitability for the combined company."

                   Revenue Segment Information

Net revenues for the third quarter of 2003 for the Company's
business segments, which are its primary sales channels,
DonJoy(R), ProCare(R), OfficeCare and International, were $24.2
million, $12.4 million, $6.6 million and $5.6 million,
respectively, compared to prior year amounts of $23.1 million,
$11.7 million, $5.5 million and $5.6 million, respectively. Net
revenue in the Company's DonJoy, ProCare and OfficeCare segments
increased 5.1 percent, 6.0 percent and 20.8 percent, respectively.  
International net revenue in the third quarter of 2003 was
equivalent to international net revenue in the third quarter of
2002, but was reduced by approximately $0.8 million compared to
the prior year period because of the Company's fourth quarter 2002
discontinuation of its majority owned Australian subsidiary.  In
addition, International revenue in the third quarter of 2003
included a $0.4 million benefit from favorable changes in exchange
rates compared to the rates in effect in the third quarter of
2002.  Excluding Australia, and the foreign exchange impact, local
currency international revenue increased9.6 percent in the third
quarter of 2003 compared to the similar period a year ago.

Net revenues for the first nine months of 2003 for the Company's
business segments DonJoy(R), ProCare(R), OfficeCare(R) and
International, were $70.3 million, $35.3 million, $18.5 million
and $19.3 million, respectively, compared to prior year amounts of
$67.5 million, $34.7 million, $17.1 million and $16.7 million,
respectively.

                   Gross Profit Margin

For the third quarter of 2003, the Company reported gross profit
of $28.2 million, or 57.7 percent of net revenue, compared to
$20.4 million, or 44.4 percent of net revenue for the third
quarter of 2002.  Gross profit in the third quarter of 2002 was
reduced by $2.8 million in charges for reserves for excess
inventories related to discontinued products.  The improvement in
gross profit margin in the current quarter primarily reflects
lower manufacturing costs achieved through the Company's
successful relocation of a substantial portion of its U.S.
manufacturing capacity to Mexico during the fourth quarter of
2002, as well as the completion of other manufacturing cost
reduction initiatives, such as the Company's DuraKold acquisition
completed in June, 2003.

For the first nine months of 2003, the Company reported gross
profit of $80.2 million, or 55.9 percent of net revenue, compared
to $65.4 million, or 48.1 percent of net revenue in the first nine
months of 2002.

Third Quarter Business Highlights:

     *  The Company recently announced that it has signed a
        definitive agreement to acquire the bone growth
        stimulation device business of OrthoLogic Corporation for
        $93 million in cash.  Products to be acquired include the
        OL1000 for the noninvasive treatment of nonunion fractures
        acquired secondary to trauma, excluding vertebrae and all
        flat bones, and SpinaLogic(R), a state-of-the-art device
        used as an adjunct to primary lumbar spinal fusion
        surgery.  The Company indicated that the acquisition is
        proceeding towards closing and that closing is still
        expected prior to year end.

     *  The Company launched several new products during the
        quarter across different product categories, including the
        ArcticFlow(TM) line of manual cold therapy products, the
        ProCare Nextep(R) fracture boot with a full thermoplastic
        shell for greater contact casting, and a new soft
        shoulder brace.  The DonJoy UltraSling(R) ER (External
        Rotation) is the first soft shoulder brace to capitalize
        on the latest research in shoulder rehabilitation that
        demonstrates shoulder orientation in an externally rotated
        position during the healing process is critical to
        avoiding future dislocations.

     *  The Company appointed Louis Ruggiero as Senior Vice
        President of Sales and Marketing.  Mr. Ruggiero brings
        more than 20 years of sales experience in medical devices,
        with approximately 10 of those years at GE Medical
        Systems.  He has broad experience working with both direct
        and indirect sales forces in multiple sales channels.

     *  The Company added two new group purchasing contracts,
        National Distribution & Contracting, Inc., and Mid-
        Atlantic Group Network of Shared Services, Inc.  
        Penetration of the Company's Broadlane contract, which was
        added in the second quarter, ramped nicely in the third
        quarter enabling the revenue growth rate in the Company's
        ProCare(R) channel to accelerate to six percent.

     *  The Company expanded its international presence by forming
        a wholly owned subsidiary in France for the direct
        distribution of the Company's orthopedic products.  The
        Company's new subsidiary replaces a third party
        distributor in France, and positions the Company to gain
        more profitable market share in that country.  France is
        the second largest orthopedic sports medicine market in
        Europe.

     *  dj Orthopedics was named one of San Diego's fastest
        growing technology companies in the Deloitte & Touche Fast
        50 Program.

dj Orthopedics, Inc. is a global orthopedic sports medicine
company specializing in the design, manufacture and marketing of
products and services that rehabilitate soft tissue and bone, help
protect against injury, and treat osteoarthritis of the knee.  Its
broad range of more than 600 products, many of which are based on
proprietary technologies, includes rigid knee braces, soft goods,
specialty and other complementary orthopedic products.  These
products provide solutions for patients and orthopedic sports
medicine professionals throughout the patient's continuum of care.  
For additional information on the Company, please visit
http://www.djortho.com

                          *   *   *

As reported in the Troubled Company Reporter's October 13, 2003
edition, Standard & Poor's Ratings Services assigned its 'B+'
senior secured debt rating to dj Orthopedics Inc.'s proposed $130
million  credit facility, consisting of a $105 million term loan
and a $25  million revolving credit facility maturing in 2008 and
2009, respectively. Standard & Poor's also affirmed its 'B+'
corporate credit and 'B-' subordinated debt ratings on the
company.

At the same time, Moody's Investors Service placed these ratings
of dj Orthopedics, LLC on review for possible downgrade:

     - Senior implied rating of B1;

     - Issuer rating of B2;

     - B1 rating on the $15.5 million guaranteed senior secured
       term loan due 06/30/2005;

     - B1 rating on the $25 million guaranteed senior secured
       revolving credit loan due 06/30/2005; and

     - B3 rating on the $75 million 12.625% guaranteed senior
       subordinated global notes due 06/15/2009.

Moody's cites that the review is prompted by the increase in debt
associated with the company's acquisition of the bone growth
stimulator assets of OrthoLogic Corporation. Dj Orthopedics plans
to finance the acquisition with senior bank debt.


DUALSTAR TECH.: Consummates Exchange of Note with its Sr. Lender
----------------------------------------------------------------
DualStar Technologies Corporation (OTCBB: DSTR) has completed the
last step of the previously reported exchange with its senior
lender, Madeline LLC, of the Company's outstanding note to
Madeleine.

The exchange was performed in two parts, and the total
consideration exchanged was approximately $17.3 million (principal
plus accrued interest). First, as was announced in August 2003,
DualStar and its subsidiary ParaComm, Inc. consummated the sale of
substantially all of the assets of ParaComm, Inc. to an affiliate
of Madeleine LLC, resulting in the reduction of the note by
approximately $4.2 million (principal plus accrued interest).

Second, the Company reduced to zero the remainder of the
approximately $13.1 million note (principal plus accrued interest)
in consideration of the sale to Madeleine of real property in Long
Island City, NY owned by the Company and the issuance to Madeleine
of an aggregate of 7,659,899 shares of the Company's Common Stock.
The Company had been in default under the terms of the note to
Madeleine. As a result of this transaction, the Company no longer
has any indebtedness to Madeleine, and Madeleine and its
affiliates now own approximately 31.7% of the total outstanding
common stock of the Company.

DualStar Technologies Corporation, through its subsidiaries High-
Rise Electric, Inc., Centrifugal/Mechanical Associates, Inc.,
Integrated Controls Enterprises, Inc. and BMS Electric, Inc.,
provides electrical contracting, mechanical contracting (HVAC),
and building control and energy management (BMS) services. For
more information, visit the Company's Web site at
http://www.dualstar.com DualStar common stock trades on the OTC  
Bulletin Board under the symbol DSTR.

Madeleine is an affiliate of Blackacre Capital Management, LLC,
which manages certain funds and accounts that invest in real
estate-related assets and loans.


ECHOSTAR COMMS: Will Publish Third-Quarter Results on Nov. 11
-------------------------------------------------------------
EchoStar Communications Corporation (Nasdaq:DISH) will host its
Third Quarter 2003 Earnings conference call on Tuesday, Nov. 11,
2003, at Noon ET. The call will be broadcast live from EchoStar's
Web site at http://www.echostar.com The dial-in number is 706-
634-2460.

To access the webcast of this event, go to http://www.echostar.com  
then select "Investor Relations." You will need a multimedia
computer with speakers and Microsoft's Windows Media Player(TM).
If you would like to run a test to determine whether Microsoft's
Windows Media Player(TM) is installed on your computer, please
access the Pre-Event System Test on the website prior to the live
event.

Third Quarter 2003 results will be released via Business Wire at
6:00 a.m. ET on Tuesday, Nov. 11, 2003. The press release will
also be available on the EchoStar Web site at
http://www.echostar.com  

EchoStar Communications Corporation (Nasdaq:DISH) (S&P/BB-
/Stable), through its DISH Network(TM), is the fastest growing
U.S. provider of satellite television entertainment services with
9 million customers. DISH Network delivers advanced digital
satellite television services, including hundreds of video and
audio channels, Interactive TV, digital video recording, HDTV,
international programming, professional installation and 24-hour
customer service. Headquartered in Littleton, Colo., EchoStar has
been a leader for 23 years in digital satellite TV equipment sales
and support worldwide. EchoStar is included in the Nasdaq-100
Index and is a Fortune 500 company. Visit EchoStar's Web site at
http://www.echostar.com


EDISON MISSION: S&P Cuts Corporate Credit Rating to B from BB
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Edison Mission Energy Funding
Corp. (The Big Four) to 'B' from 'BB' and placed the ratings on
CreditWatch with negative implications.

The rating action follows Standard & Poor's downgrade of Edison
Mission Energy (EME; B/Watch Neg/--).

EME wholly owns the four guarantors in the project transaction and
each receives project distributions from four power projects and
in turn guarantee the Edison Mission Energy Funding debt.

"Because the guarantors are not bankruptcy remote from EME, an
increased risk exists now that EME, or its creditors, could file
the guarantors into bankruptcy as part an EME bankruptcy
proceeding. Were that too happen, payments to the Edison Mission
Energy Funding from the guarantors would be stayed and a default
would likely occur at the Edison Mission Energy Funding," said
Standard & Poor's credit analyst Arleen Spangler.

Lenders at the Edison Mission Energy Funding do not have security
in the project assets nor in the project partnership interests.

The four power projects, in which EME owns between 49% and 0%
interests, that make up The Big Four continue to perform well as
they did during 2002.

Standard & Poor's expects to resolve the CreditWatch on Edison
Mission Energy Funding after it resolves the CreditWatch on EME.
If the ratings on EME fall further, the ratings on Edison Mission
Energy Funding will likely fall as well.


ENRON: Wants Nod to Allow Papiers & St. Aurelie to Sell Business
----------------------------------------------------------------
In March 2001, Enron Corporation purchased Papiers Stadacona
Ltee. and St. Aurelie Timberlands Co., Ltd. from Daishowa North
America, Inc. for $364,000,000.  Papiers is engaged in producing
newsprint, directory paper and paperboard at a pulp and paper
mill located in Quebec City, Quebec; the operation of a sawmill
located in St. Emile, Quebec; and the ownership of 13,100
hectares of private timberlands in the province of Quebec.  

The Mill's assets include four modernized paper machines with
400,000 metric tons of newsprint capacity.  Martin A. Sosland,
Esq., at Weil, Gotshal & Manges LLP, in New York, relates that
Papiers is one of the largest independent newsprint mills in
Canada and the fifth largest newsprint and uncoated groundwood
mill in North America.  The Mill also produces and sells
telephone directory paper and has an uncoated recycled paperboard
operation.  The Mill benefits from access to year-round
transportation, including rail, truck and tidewater with easy
access to the Port of Quebec.

St. Aurelie owns 24,3000 hectares of fee timberlands in the state
of Maine.  St. Aurelie provides Papiers with woodchips through
exchange agreements with Canadian woodchip suppliers whereby it
exchanges its own wood production for delivery of woodchips to
Papiers.

Immediately after the Petition Date, Enron began exploring the
sale of the Business.  Enron and its investment bankers, The
Blackstone Group LP, commenced a competitive bidding process for
the Business in August 2002.  First, Blackstone contacted 130
industry players and financial sponsors.  From the 130, 36
participants signed confidentiality agreements and received an
information memorandum and access to the online data room.  In
October 2002, eight companies submitted first round bids.  Seven
of the eight companies were invited to participate in the
second round, which included management presentations, site
visits and continued due diligence.

In January 2003, six bidders submitted second round bids.  On May
22, 2003, Blackstone invited five of the six bidders to
participate in the third round.  Each bidder was provided with a
purchase agreement.  Of the six prospective purchasers, three
submitted offers.  After negotiating with these parties over the
course of several months, Peter M. Brant emerged as the leading
candidate and moved forward with the negotiation of a definitive
agreement.

Mr. Sosland reports that on September 26, 2003, Enron, Sellers
Papiers and St. Aurelie, and the Purchaser (a company organized
by Peter M. Brant) executed the Purchase and Sale Agreement
having these terms:

A. Purchase Price

   The Purchase Price for the Purchased Assets to will be an
   amount equal to $205,000,000 to be adjusted upward or downward
   by an amount calculated pursuant to Schedule 2.1(a) of the
   Sale Agreement.  The Purchaser has placed in escrow a $6,150
   Earnest Money Deposit in cash and will pay the remainder of
   the Purchase Price at Closing.

B. Purchased Assets

   The Assets consist of all Owned Real Property, leasehold
   interests in all of the Leased Real Property, all of the
   Equipment and Fixed Assets and all warranties in connection
   with the Equipment and Fixed Assets, the Assumed Contracts,
   the Inventory, the Intellectual Property, the Accounts
   Receivable, all Claims, the Permits, all cash and cash
   equivalents up to the PSL Target Cash Amount and the Satco
   Target Cash Amount, the capital stock of the PSL Subsidiary
   and related assets.

C. Assumed Liabilities

   All U.S. Benefit Plans, Canadian Benefit Plans and Canadian
   Pension Plans of Sellers, accounts payable, liabilities
   relating to the Assumed Contracts, the Owned Real Property
   and the Leased Real Property.

D. Intercompany Accounts and Agreements

   Prior to Closing, Enron and Sellers will cause all  
   intercompany obligations between any of the Sellers and Enron
   to be assigned, repaid, terminated, or otherwise satisfied.

E. Bankruptcy Court Approvals

   Sellers and Purchaser will use commercially reasonable efforts
   to cooperate, assist and consult with each other to secure the
   entry of the Bidding Procedures Order and the Sale Order.

F. Termination of Agreement

   The Agreement and the transactions contemplated therein may be
   terminated prior to the Closing by, inter alia:

     (i) the mutual written agreement of Enron, the Sellers and
         Purchaser;

    (ii) Purchaser, if Enron or the Sellers are in breach of the
         Agreement and the breach remains uncured;

   (iii) Sellers, if Purchaser is in breach of the Agreement
         and the breach remains uncured;

    (iv) either Purchaser or Sellers, if the Closing will not
         have taken place on or before 90 days after the date of
         the Agreement (subject to a 60-day extension for delays
         in obtaining regulatory approvals);

     (v) either Purchaser or Sellers, upon the earlier of:

         (a) the consummation of an Alternative Transaction, or

         (b) 45 days after the Bankruptcy Court approves an
             Alternative Transaction;

    (vi) either Purchaser or Sellers, if a Major Market
         Disruption occurs and continues for at least 14 days;
         or

   (vii) either Purchaser or Sellers, if Purchaser is not able
         to obtain adequate funding to consummate the
         transactions contemplated by the Agreement.

G. Break-Up Fee

   In the event the Agreement is terminated by Sellers or
   Purchaser pursuant to Section 3.2(d) after Court approval of,
   or consummation of, an Alternative Transaction, Sellers agree
   to pay to Purchaser upon consummation of the Alternative
   Transaction an amount equal to:

     (i) 2.5% of the Preliminary Purchase Price, plus

    (ii) all documented, out-of-pocket expenses incurred by
         Purchaser up to $1,500,000.

   In the event Purchaser terminates the Agreement
   pursuant to Section 3.2(e) in connection with a breach by
   Enron or Sellers, Sellers agree to pay to Purchaser all
   documented, out-of-pocket expenses incurred by Purchaser up
   to $1,500,000.

By this motion, Enron asks the Court to authorize its consent, by
and through its subsidiaries and affiliates, to the sale of the
Business to Purchaser or to the Winning Bidder at the auction in
accordance with the Agreement.

Mr. Sosland contends that the contemplated sale is warranted
under the purview of Section 363 of the Bankruptcy Code because:

   (a) Enron believes that selling the Business will result in
       maximizing its value for Enron' estate and will
       potentially result in greater return to creditors; and

   (b) the Agreement was negotiated at arm's length after and
       through the bidding process and represents the fair
       market value for the Business. (Enron Bankruptcy News,
       Issue No. 85; Bankruptcy Creditors' Service, Inc., 609/392-
       0900)


EXIDE TECHNOLOGIES: Wants Nod to Hire Chicago Partners as Expert
----------------------------------------------------------------
Exide Technologies and its debtor-affiliates require the services
of an expert on certain specific issues that will be addressed at
the Confirmation Hearing.  By this application, the Debtors seek
the Court's authority to employ Chicago Partners LLC as an Expert,
nunc pro tunc to September 10, 2003.  Chicago Partners principal,
Keith Bockus, Ph.D., will advise the Debtors and their
professionals on the solvency of the Debtors as of September 2002
as well as the value of the collateral pledged under the 2000
credit agreement and subsequent amendments.

According to Matthew N. Kleiman, Esq., at Kirkland & Ellis LLP,
in Chicago, Illinois, Mr. Bockus will be paid $350 per hour for
his services.  Another Chicago Partners principal, Jonathan I.
Arnold, will be paid $450 per hour.  Other Chicago Partners will
be compensated at these hourly rates:

          Other Professionals       $225 - 300 per hour
          Research Assistants         70 - 180 per hour

The Debtors' estates will reimburse Chicago Partners for actual,
reasonable out-of-pocket expenses related to the services
provided to the Debtors.  The expenses may include, among other
things, travel and lodging expenses, third party vendor costs and
other customary expenditures.

Mr. Arnold assures the Court that Chicago Partners:

   -- does not, to the best of its knowledge, represent any
      other entity having an adverse interest to the Debtors in
      connection with the matters for which it is to be employed;

   -- has not represented or been employed by the Debtors,
      their creditors, equity security holders, or any other
      parties-in-interest, or their professionals, the United
      States Trustee in any matter relating to the Debtors or
      their estates in connection with these Chapter 11 cases;

   -- while employed by the Debtors, will not represent any other
      entity having an adverse interest in connection with the
      Debtors' Chapter 11 cases, in accordance with Section 327
      of the Bankruptcy Code; and

   -- it does not have any agreement with any other person for
      the sharing of compensation to be received by Chicago
      Partners in connection with services rendered in these
      cases. (Exide Bankruptcy News, Issue No. 33; Bankruptcy
      Creditors' Service, Inc., 609/392-0900)


FARMLAND INDUSTRIES: Completes Asset Sale to Smithfield Foods
-------------------------------------------------------------
Smithfield Foods, Inc. (NYSE: SFD) announced the completion of the
acquisition of substantially all of the assets of Farmland Foods,
the pork production and processing business of Farmland
Industries, Inc. The closing followed the approval of the sale by
the United States Bankruptcy Court in Kansas City, Missouri today.

Smithfield was the successful bidder at an auction held October 12
under auction and bid procedures approved by the Bankruptcy Court.
The purchase price for the Farmland Foods business was $367.4
million in cash, plus the assumption of certain Farmland
liabilities, and is subject to post-closing adjustments for
certain working capital items. The assumed liabilities include the
pension obligations and associated assets of both Farmland Foods
and Farmland Industries, with Smithfield's agreement to assume
such pension obligations valued at $90 million in the auction by
the debtor. The company said that the actual net pension liability
assumed by Smithfield, and to be reflected in the company's
financial statements, will be calculated in accordance with
generally accepted accounting principles, and is expected to be
substantially less.

"This is a great day for all Farmland constituencies," said C.
Larry Pope, president and chief operating officer of Smithfield
Foods. "This transaction provides Farmland's independent
producers, employees, customers, pensioners, suppliers and
communities with the comfort of knowing that Farmland Foods is
financially sound. With Smithfield's support and leadership,
Farmland Foods will succeed and continue to sustain the Midwestern
communities which depend on it."

"We are truly excited about joining the Smithfield Foods family of
companies," said George H. Richter, president of Farmland Foods.
"Importantly, our employees' morale has remained high through this
period of uncertainty. Our customers have been loyal and our
relationship with them remains healthy. All of us at Farmland
Foods are eager to become part of this dynamic Smithfield
organization and work together to grow our business," he said.

Mr. Pope said that the transaction will benefit Smithfield
shareholders, for it is expected to be immediately accretive to
earnings before the impact of cost savings and synergies.
"Farmland Foods has a talented management team, a well-respected
brand name and efficient pork processing operations with a
substantial value-added processed meats business. They bring new
product and distribution opportunities to Smithfield to better
serve our customers. This is a transaction that will continue to
build shareholder value over time," he said.

With the acquisition of Farmland, Smithfield Foods annualized
sales will approach $10 billion. Smithfield is the leading
processor and marketer of fresh pork and processed meats in the
United States, as well as the largest producer of hogs. For more
information, visit http://www.smithfieldfoods.com


FARMLAND INDUSTRIES: Ups Estimated Distribution to Unsecureds
-------------------------------------------------------------
Farmland Industries estimates it will pay unsecured creditors up
to 17% more than initially estimated, according to Farmland's
Second Amended Disclosure Statement filed with the U.S. Bankruptcy
Court for the Western District of Missouri in Kansas City.

In its Second Amended Disclosure Statement, Farmland has increased
its distribution estimate to its unsecured creditors and
subordinated bondholders to 60-82%. In July, Farmland had
estimated a range of 50-65%. The Second Amended Disclosure
Statement recognizes company developments since the initial
document was filed on July 31.

The distribution estimates listed in the document filed with the
Court include:

                                                    Projected
  Creditor Class                                    Recovery
  --------------                                    ---------
  Farmland Industries Secured Lenders                  100%

  Farmland Industries
  Administrative and Priority Claims                   100%

  Farmland Industries Demand Loan Certificates         100%

  Farmland Industries Convenience Claims
  (less than $1,000)                                   100%

  Farmland Foods General Unsecured
  (Trade) Creditors                                    100%

  Farmland Industries General Unsecured
  (Trade) Creditors                                 60% to 82%

  Farmland Industries Subordinated Bondholders      60% to 82%

Farmland President and CEO Bob Terry said, "The increased recovery
estimate for Farmland Industries' trade creditors and bondholders
reflects the hard work and dedication of Farmland employees. Their
efforts have allowed Farmland to continue to generate strong cash
flow from operations. We have now generated in excess of $75
million from operations since our filing and have realized strong
values in the sales of core company assets. We are very pleased to
announce these increased recovery estimates, which are a direct
result of the unwavering commitment of Farmland employees."

Farmland received preliminary Court approval of the Disclosure
Statement in September, telling the Court it would provide more
detail as asset sales were finalized. The Second Amended
Disclosure Statement filed with the Court reflects the successful
sales process for Farmland Foods at a court- supervised auction
earlier this month. Overbids resulted in additional value of $90
million to the Farmland bankruptcy estate. Today the Court granted
final approval of the sale of Farmland Foods to Smithfield Foods,
which brings Farmland $480 million in value. The transaction
closed Tuesday.

Terry said, "We are pleased with the results of the Farmland Foods
auction, where we achieved good value for the assets as well as a
great result with regard to the Farmland Retirement Plan.
Smithfield will take over the entire Farmland pension plan,
resolving the $141 million claim filed by the Pension Benefit
Guarantee Corporation and protecting the retirement benefits of
Farmland employees and retirees."

"We couldn't be more proud that our reorganization efforts will
bring recovery rates of 60% to 100% to creditors, while protecting
the jobs and retirement benefits of thousands of Farmland
employees through the sale of core assets as ongoing operations,"
Terry concluded.

A copy of the Second Amended Plan of Reorganization, Second
Amended Disclosure Statement and a ballot will be mailed to
Farmland creditors, who will be asked to accept or reject the
plan. If creditors accept the plan, Farmland anticipates
completing its reorganization and making its initial distribution
to creditors once the plan becomes effective.

In addition to a reorganized Farmland entity, a trust will be
established to manage the remaining assets and to extract the best
value for the creditors. The company's remaining major assets
include grain elevators throughout the Midwest, and ownership
interests in Agriliance (a fertilizer marketing partnership with
CHS Cooperatives and Land O'Lakes), and Land O'Lakes Farmland Feed
(a feed manufacturing and distribution company). The company also
owns a fertilizer plant and refinery at Coffeyville, Kan., and a
50% interest in SF Phosphates, a phosphate fertilizer venture.
Letters of intent to sell these assets have been approved by the
Bankruptcy Court.

The full text of both the Second Amended Plan of Reorganization
and Second Amended Disclosure Statement will be available at
http://www.bmccorp.net/farmland

For more information about Farmland Industries, Inc., Kansas City,
Mo., visit http://www.farmland.com  

  
FEDERAL-MOGUL: Seeks Nod for Securities Class Action Settlement
---------------------------------------------------------------
Beginning on June 14, 2000, seven class action complaints
asserting claims arising under federal securities laws were filed
against Federal-Mogul Corporation and two of its former Officers
and Directors, Richard A. Snell and Tom Ryan.  The Complaints
were subsequently consolidated as a class action in In re
Federal-Mogul Corp., Case No. 00-40022 pending before the United
States District Court for the Eastern District of Michigan.

The seven class actions are:

   * Dailey v. Snell and Federal-Mogul Corp., Case No. 00-0222;

   * Silverstein v. Snell and Federal-Mogul Corp., Case
     No. 00-40287;

   * Brody v. Snell and Federal-Mogul Corp., Case No. 00-40303;

   * Reid v. Snell and Federal-Mogul Corp., Case No. 00-40288;

   * Pepin v. Snell and Federal-Mogul Corp., Case No. 00-40269;

   * Anderson v. Snell and Federal-Mogul Corp., Case No.
     00-40289; and

   * Ortiz v. Snell and Federal-Mogul Corp., Case No. 00-40302.

On November 14, 2000, the Plaintiffs filed a Consolidated Class
Action Complaint alleging that:

     (i) the Defendants issued materially false and misleading
         press releases and other statements regarding Federal-
         Mogul's business outlook and financial condition during
         the period of October 22, 1998 to May 5, 2000 -- the
         Class Period;

    (ii) the statements effected an artificial inflation of the
         market price of Federal-Mogul securities; and

   (iii) the Plaintiffs purchased the common stock during the
         Class Period at artificially inflated prices on the
         basis of those statements.

The Complaint alleges that the Defendants' actions violated
Sections 10(b) and 20(a) of the Securities Exchange Act of 1934,
and Rule 10b-5 promulgated under the Act.  The Defendants denied
the allegations in the Complaint and continue to deny any
wrongdoing.

On September 20, 2001, the District Court dismissed the Complaint
for failure to state a claim upon which relief could be granted.  
The Plaintiffs filed a motion for reconsideration of the District
Court Order, and the District Court denied Plaintiffs' request.  
The Plaintiffs then filed a notice of appeal to the United States
Court of Appeals for the Sixth Circuit.  The appeal is pending.

After the notice of appeal was filed, the parties engaged in
settlement negotiations with the assistance of the Sixth Circuit
Court of Appeals mediation department.  On June 2, 2003, the
parties entered into a settlement agreement.  On September 5,
2003, the parties submitted for signature by the District Court a
proposed stipulated order preliminarily approving the Settlement.

The principal terms of the Settlement are:

    * Chubb Group of Insurance Companies, the insurer of Federal-
      Mogul and its current and former officers and directors,
      will pay $1,500,000 for the benefit of the Plaintiffs and
      the Class, in complete satisfaction of the settled claims;

    * The Settlement Amount plus any accrued interest -- Gross
      Settlement Fund -- will be used to pay attorneys' fees and
      administrative costs associated with identifying and
      notifying claimants as well as determining the proper
      allowance of any proofs of claim submitted to the
      administrator of the Settlement Fund.  The balance of the
      Gross Settlement Fund will be distributed to Class Members
      who submit timely and valid Proofs of Claim to the fund
      administrator;

    * The Defendants will not be responsible for administering
      the Settlement nor will the Defendants be liable to the
      Class in connection with the administration of the Fund.  
      The Defendants have agreed to cooperate in effectuating the
      Settlement by providing available information for
      identifying Class Members;

    * The Class Members who do not submit a valid Proof of Claim,
      thereby precluding recovery from the Net Settlement Fund,
      will be barred from prosecuting an action against the
      Defendants as to the Settled Claims;

    * If the parties fail to obtain Bankruptcy Court approval
      before five days before the District Court conducts a
      hearing, pursuant to Rule 23(e) of the Federal Rules of
      Civil Procedure, to determine the fairness of the
      Settlement, the Plaintiffs and the Defendants will have
      the right to terminate the Settlement.  The Preliminary
      Approval Order is currently pending before the District
      Court.  The parties have asked the District Court to set
      the Settlement Fairness Hearing for a date no sooner than
      90 days after the Preliminary Approval Order was entered;

    * The Defendants may terminate the Settlement in the event
      that in excess of a certain number or amount of putative
      Class Members submit timely and valid requests for
      exclusion from the Class.  Specifically, the Defendants may
      terminate the Settlement where timely and valid requests
      for exclusion from the class are submitted by:

      (a) any single class member who purchased more than 100,000
          shares of Federal-Mogul common stock;

      (b) more than 50 class members in total;

      (c) any lead plaintiff; or

      (d) class members whose aggregate number of shares of
          Federal-Mogul common stock purchased during the Class
          Period equal or exceed 500,000.

      A timely retraction of the request for exclusion will
      nullify any election by the Defendants to terminate the
      Settlement;

    * If an effective termination of the Settlement occurs,
      thereby rendering the Settlement null and void, the
      Plaintiffs and the Defendants will return to their same
      legal positions immediately before executing the
      Stipulation;

    * The Settlement contemplates a complete release of the
      Defendants, including Federal-Mogul, by the Class Members
      in that the Stipulation will be a final and complete
      resolution of all disputes asserted or which could be
      asserted by the Class Members against the Defendants with
      respect to any claims relating to the purchase of common
      stock during the Class Period;

    * The Effective Date will occur upon the passage of these
      events:

      (a) the District Court's entry of the Preliminary Approval
          Order;

      (b) the District Court's approval of the Settlement
          pursuant to Civil Rule 23;

      (c) the Bankruptcy Court's approval of the Settlement or,
          alternatively, and

      (d) the District Court's entry of an Order and Final
          Judgment; and

    * The Plaintiffs and the Defendants will each be responsible
      for their own attorneys fees and expenses.

By this motion, the Debtors ask the Court to approve the
Settlement.

The Debtors entered into the Settlement Agreement with the lead
plaintiffs, Fred C. Hillger, Sarita Maniktala, Arthur H. Stein,
Dynamic Mutual Funds Limited, and Kevin O'Brien, on behalf of
Northwest Airlines and the Class.

After the parties signed the Settlement Agreement, the Court of
Appeals remanded the case for the limited purpose of allowing the
District Court to review the Settlement terms and to oversee the
notice to the Class Members.  The Court of Appeals has not
considered the merits of plaintiffs' appeal.  If the Settlement
is not approved, the parties have agreed that the Plaintiffs may
resume their appeal.

Larry J. Nyban, Esq., at Sidley Austin Brown & Wood LLP, in
Chicago, Illinois, tells Judge Newsome that the Settlement
Agreement is critical to the Debtors' restructuring.  The
Settlement will eliminate the risks, costs, and uncertainty
associated with litigation.  If the Settlement Agreement is not
approved, the Defendants will be forced to continue prosecuting
the appeal.

Mr. Nyban points out that the issues raised on appeal are complex
and fact-intensive.  It is impossible to predict with any degree
of certainty how the Court of Appeals might rule.  If the Court
of Appeals were to reverse the District Court's order and remand
the matter, the parties would face further uncertainties
regarding the ultimate adjudication of the Class Action.

David M. Sherbin, Vice-President, Deputy General Counsel and
Secretary for Federal-Mogul, relates that the Settlement
Agreement effectuates a complete release by the Class Members of
Federal-Mogul for all claims relating to the purchase of common
stock during the Class Period.  By resolving all claims,
including those that could be filed in the Debtors' bankruptcy
cases, the Settlement avoids any dispute regarding shareholder
claims subject to subordination under Section 510 of the
Bankruptcy Code. (Federal-Mogul Bankruptcy News, Issue No. 44;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


FISHER SCIENTIFIC: Files Form S-3 Related to Senior Debt Issue
--------------------------------------------------------------
Fisher Scientific International Inc. (NYSE: FSH) filed a
registration statement on Form S-3 with the Securities and
Exchange Commission, relating to its outstanding 2.50 percent
convertible senior notes due 2023, which were originally issued in
a private placement in July.

When the SEC declares the registration statement effective, the
holders of the notes will be able to publicly resell the notes and
the common shares that may be issued upon conversion of those
notes. The company will not receive any of the proceeds from any
resale of the notes or the underlying common stock.

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


GE CAPITAL: Fitch Affirms Ratings on Series 2001-2 Certificates
---------------------------------------------------------------
GE Capital Corp's commercial mortgage pass-through certificates,
series 2001-2 have been affirmed by Fitch Ratings as follows:

        -- $31.7 million class A-1 'AAA';

        -- $91.1 million class A-2 'AAA';

        -- $112 million class A-3 'AAA';

        -- $519.5 million class A-4 'AAA';

        -- Interest only classes X-1 and X-2 'AAA';

        -- $40.1 million class B 'AA';

        -- $45.1 million class C 'A';

        -- $12.5 million class D 'A-';

        -- $10 million class E 'BBB+';

        -- $18.8 million class F 'BBB';

        -- $11.3 million class G 'BBB-';

        -- $21.3 million class H 'BB+';

        -- $18.8 million class I 'BB';

        -- $5 million class J 'BB-';

        -- $7.5 million class K 'B+';

        -- $12.5 million class L 'B'.

Fitch does not rate classes M or N. The rating affirmations
reflect the consistent loan performance and minimal reduction of
the pool collateral balance since closing.

GEMSA Loan Services, L.P., the master servicer, collected year-end
2002 financials for 98% of the pool balance. Based on the
information provided the resulting YE 2002 weighted average debt
service coverage ratio is 1.35 times, compared to 1.43x at
issuance for the same loans.

Currently, one loan (0.5%) is in special servicing. The loan is
secured by a 166-unit multifamily property in Dallas, Texas and is
currently real estate owned. The loan was transferred to special
servicing in December 2002 and became REO in May 2003.

Fitch reviewed credit assessment of the Holiday Inn West 57th loan
(4.3%), a 596-room full service hotel located in New York, NY. The
DSCR is calculated using borrower provided net operating income
less required reserves divided by debt service payments based on
the current balance using a Fitch stressed refinance constant. The
stressed DSCR for YE 2002 was 1.41, compared to 1.77x at issuance.
Based on the loan's diminishing performance, the loan's credit
assessment was lowered to below investment grade. This
deterioration was reviewed in context with the entire pool and the
ratings reflect this concern.

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


GENTEK INC: Wants Clearance for Majestic Settlement Agreement
-------------------------------------------------------------
Jane M. Leamy, Esq., at Skadden, Arps, Slate, Meagher & Flom, in
Wilmington, Delaware reports that:

   (a) On August 1, 2001, GenTek Debtor Krone Digital
       Communications, Inc. filed a complaint against Majestic
       Management, Inc., Larry D. Large, and Optical Datacom, LLC,
       in the District Court, Arapahoe County, of the State of
       Colorado.  Krone alleged that the three defendants
       purchased certain communications inventory but failed to
       pay for it; and

   (b) On April 4, 2002, Krone filed a complaint against
       Majestic, Larry Large, Optical Datacom Inc., Bradley
       Large, Bryon Large, Matthew T. Gehrke, Patrick F.
       Gartland, Terry McDonald, Curtis T. Erwin, and Michael
       Carpinelli, in the District Court, Arapahoe County, of
       the State of Colorado.  Krone alleged that the defendant
       corporations and directors fraudulently transferred
       corporate assets to Majestic's and ODI's shareholders.

To resolve their disputes, Krone and the Defendants have agreed
to settle the Lawsuits on these terms:

(A) Amount of Payment

    Larry Large will pay Krone $2,225,000 in settlement of all
    claims made in the Lawsuits.  Larry Large has wired
    $1,800,000 of the settlement amount.  Larry Large will also
    either wire the additional $425,000 on November 17, 2003, or
    provide an irrevocable Letter of Credit from Wells Fargo in
    Krone's favor.  If Larry Large does not pay the $425,000 by
    December 31, 2003, Krone may present the LOC for payment.

(B) Dismissal of Lawsuits

    Krone will file a dismissal with prejudice of the Lawsuits,
    except as to the claims asserted against ODC.

    ODC filed for Chapter 11 protection on November 16, 2001,
    and with all actions against it having been stayed, it was
    not able to participate in the negotiations for the
    settlement agreement.

(C) Assignment

    Krone will assign to Larry Large any claims that it may have
    against Orlando Carter, ODC, Carter Acquisition II, L.L.C.,
    and Carter Holdings, L.L.C. that were asserted or could have
    been asserted in the Lawsuits, or that arise out of or relate
    in any way to the claims made in the Lawsuits.  If Larry
    Large, Majestic or ODI files or commences a claim based on
    the assigned claims against Orlando Carter or any of his
    entities, and in response to those claims, a cross claim
    against any of the Krone-released parties is filed, Larry
    Large will indemnify and hold Krone harmless against any
    claims  made by Orlando Carter, ODC, Carter Acquisition, and
    Carter Holdings against Krone that were asserted or could
    have been asserted in the Lawsuits, or that arise out of or
    relate in any way to the claims made in the Lawsuits.

(D) Release

    The Settlement Agreement provides that each Defendant
    releases and discharges Krone from all claims, demands,
    suits, liabilities, debt and obligations of any kind or
    nature that were asserted or could have been asserted in the
    Lawsuits.  Krone also releases and discharges each Defendant.

Ms. Leamy contends that without the proposed Agreement, the
Debtors would be required to litigate the Lawsuits, and,
therefore, be required to spend substantial administrative
expenses.  

Ms. Leamy further asserts that the proposed Settlement Agreement
is warranted because even if Krone obtained a judgment in one or
both of the Lawsuits, there would be significant difficulty in
collection.  ODC, one of the defendants, is in bankruptcy.  Also,
Majestic has no operations and minimal assets.  Krone understands
that Majestic has less than $300,000 in cash.  Similarly, ODI is
a dissolved corporation and Krone understands that it has no
assets.  Each of the named individuals is either an officer,
director or shareholder of either Majestic or ODI.  However,
collecting against the individuals will be time-consuming and
difficult.

Accordingly, the Debtors ask the Court to approve the Majestic
Settlement Agreement resolving various claims and settling
pending litigation between Krone and the Defendants pursuant to
Rule 9019 of the Federal Rules of Bankruptcy Procedure. (GenTek
Bankruptcy News, Issue No. 23; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GEORGETOWN STEEL: Signs-Up Donlin Recano as Court Claims Agent
--------------------------------------------------------------
Georgetown Steel Company, LLC wants to hire Donlin, Recano &
Company, Inc., as Claims, Noticing and Balloting Agent of the
Bankruptcy Court.

The Debtor reports thousands of creditors, potential creditors and
other parties in interest to whom certain notices must be sent.  
The Debtor believes that the size of its creditor body makes it
impracticable for the Debtor or the Court to undertake tasks
without assistance.

Consequently, the Debtor expects Donlin Recano to:

     a) prepare and serve required notices in the chapter 11
        case, including:

          i) a notice of commencement of the chapter 11 case and
             the initial meeting of creditors under Section
             341(a) of the Bankruptcy Code;

         ii) a notice of the claims bar date;

        iii) notices of objections to claims;

         iv) notices of any hearings on a disclosure statement
             and confirmation of a plan of reorganization; and

          v) such other miscellaneous notices as the Debtor or
             the Court may deem necessary or appropriate for an
             orderly administration of the chapter 11 case;

     b) within five business days after the service of a
        particular notice, file with the Clerk's Office an
        affidavit of service that includes:

          i) a copy of the notice served,

         ii) an alphabetical list of persons on whom the notice
             was served, along with their addresses, and

        iii) the date and manner of service;

     c) maintain copies of all proofs of claim and proofs of
        interest filed in these cases;

     d) maintain official claims registers in these cases by
        docketing all proofs of claim and proofs of interest in
        a claims database that includes the following
        information for each such claim or interest asserted:

          i) the name and address of the claimant or interest
             holder and any agent thereof, if the proof of claim
             or proof of interest was filed by an agent;

         ii) the date the proof of claim or proof of interest
             was received by DRC and/or the Court;

        iii) the claim number assigned to the proof of claim or
             proof of interest; and

         iv) the asserted amount and classification of the
             claim;

     e) implement necessary security measures to ensure the
        completeness and integrity of the claims registers;

     f) 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;

     g) maintain a current mailing list for all entities that
        have filed proofs of claim or proofs of interest and
        make such list available to the Clerk's Office or any
        party in interest upon request;

     h) provide access to the public for examination of copies
        of the proofs of claim or proofs of interest filed in
        these cases without charge during regular business
        hours;

     i) record all transfers of claims pursuant to Bankruptcy
        Rule 3001(e) and provide notice of such transfers as
        required by Bankruptcy Rule 3001(e) if directed to do so
        by the Court;

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

     k) provide temporary employees to process claims as
        necessary;

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

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

     n) provide such other claims processing, noticing,
        balloting and related administrative services as may be
        requested from time to time by the Debtor, including if
        necessary, reconciling and resolving claims.

Donlin Recano's hourly rates are:

          Database Maintenance/Storage   $200 per hour
          Data Input                     $110 per hour
          Data Entry                     $35 - $65 per hour
          Programming                    $110 per hour

Carole D. Donlin, President of Donlin Recano adds that the average
professional consulting fee is $120 per hour, with principals'
rates ranging from $65 to $245 per hour

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.


HORSEHEAD: Wants Plan-Filing Exclusivity Preserved Until Nov. 20
----------------------------------------------------------------
Horsehead Industries, Inc. d/b/a Zinc Corporation of America seeks
to extend its exclusive periods to file a chapter 11 plan and
solicit acceptances of that plan from the Company's creditors.  
The Debtor asks the U.S. Bankruptcy Court for the Southern
District of New York for an extension of its exclusive right to
file a plan through November 20, 2003, and that its exclusive
solicitation period run through January 19, 2004.

The Debtor assures the Court that its restructuring is progressing
well.  Horsehead argues that the size and complexity of its case
is that which Congress and courts have recognized warrant
reasonable extensions of the Exclusive Periods.  The Debtor is the
largest zinc producer in the United States. The Debtor operates a
zinc refinery and several zinc recycling facilities in several
states throughout the United States.  The Debtor also employs over
1,000 individuals.  Annual revenues exceed $200,000,000.

The Debtors are currently in the final stages of negotiating a
sale of substantially all their assets out of the ordinary course
of business. In the last several months, the significant events
that occurred include:

     a. in a Court-approved settlement the Debtors has completed
        its settlement with their insurance company, and the
        Debtors' DIP facility has been repaid in full;

     b. the Debtors have concluded their sale of the Balmat mine
        facility;

     c. the Debtors expect to conclude the sale of their wholly-
        owned subsidiary, Palmer Water Company, to the Borough
        of Palmerton, by the end of the month;

     d. a hearing on the Debtors' motions seeking to reject
        their unions' and medical retirees' contracts was
        concluded;

     e. the Adversary Proceeding involving Wilmington Trust
        Company et al. was recently concluded and has been
        appealed; and

     f. most importantly, the Debtors are in the final stage of
        concluding an agreement to sell substantially all of
        their assets.

The Debtors' request for an extension of the Exclusive Periods is
not a negotiation tactic, but instead, merely a reflection of the
fact that these cases are not yet ripe for the formulation and
confirmation of a viable plan of reorganization.

Horsehead Industries, Inc. d/b/a Zinc Corporation of America, with
its subsidiaries, is the largest zinc producer in the United
States.  The Company filed for chapter 11 protection on August 19,
2002 (Bankr. S.D.N.Y. Case No. 02-14024). Laurence May, Esq., at
Angel & Frankel, P.C., represents the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $215,579,000 in total assets and
$231,152,000 in total debts.


INDUSTRY MORTGAGE: Class B Note Rating Dropped 3 Notches to B-
--------------------------------------------------------------
Fitch has taken rating actions on the following Industry Mortgage
Company issue:

  Series 1998-1:

     -- Class A-5 affirmed at 'AAA';
     -- Class A-6 affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA+';
     -- Class M-2 downgraded to 'BBB-' from 'A+';
     -- Class B downgraded to 'B-' from 'BB-'.

These actions are taken due to the level of losses incurred and
the high delinquencies in relation to the applicable credit
support levels as of the October 2003 distribution.


INDYMAC ABS: S&P Junks SPMD 2000-B Class BF Notes Rating at CC
--------------------------------------------------------------
Fitch Ratings has taken the following rating actions on the
IndyMac ABS, Inc., home equity issues listed:

  Series SPMD 2000-B Group 1:

     -- Classes AF1, R affirmed at 'AAA';
     -- Class MF1 affirmed at 'AA,' removed from
           Rating Watch Negative;
     -- Class MF2 downgraded to 'B' from 'BBB-';
     -- Class BF downgraded to 'CC' from 'B-'.

  Series SPMD 2001-B:

     -- Classes AV, AF5, AF6, R affirmed at 'AAA';
     -- Class MF1 affirmed at 'AA';
     -- Class MF2 affirmed at 'A';
     -- Class BF, rated 'BBB', placed on Rating Watch Negative.

  Series SPMD 2001-C:

     -- Classes AV-A, AV-B, AF-A, AF-B2 - AF-B4, A-IO,
           A-R affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class B affirmed at 'BBB'.
     
The affirmations on the above classes reflect credit enhancement
consistent with future loss expectations.

The negative rating actions on Indymac SPMD 2000-B, classes MF2
and BF are a result of adverse collateral performance and the
deterioration of asset quality outside of Fitch's original
expectations.

Indymac SPMD 2000-B Group 1 contained 12.29% of manufactured
housing (MH) collateral (% of unpaid balance [UPB]) at closing,
and as of September 2003, the percentage of MH increased to
27.66%. To date, MH loans have exhibited very high historical loss
severities, causing Fitch to have concerns over the available
enhancement in this deal.

This transaction was structured with mortgage insurance policies
provided by both the lender and the borrower on approximately 40%
of the mortgage pool. These deals have experienced historically
slow resolution of insurance claims and liquidation process on the
MH collateral due to illiquidity in the current market. Fitch has
been informed by IndyMac that a group has been segregated to
specifically handle the MI relationships and the claim submittal
and timing process.

The structure in the 2000-B transaction is not cross-
collateralized, so it does not allow for excess spread to be
shared by the groups. This deal is also structured so that there
is the ability in future periods for the bond that was written
down due to losses to be written back up.

Fitch will continue to closely monitor this transaction.


INSITE VISION: Ernst & Young Will Resign as Independent Auditor
---------------------------------------------------------------
InSite Vision Incorporated (Amex: ISV) -- an ophthalmic
therapeutics, diagnostics and drug-delivery company - announced
that Ernst & Young, LLP will resign as the Company's independent
auditor following the completion of its review of InSite Vision's
Form 10-Q filing for the quarter ended
September 30, 2003.

It has been agreed upon by all parties that InSite Vision would be
better served by an independent accounting firm that focuses on
meeting the needs of smaller public companies.  InSite has
indicated that a search for a new independent accounting firm has
commenced but the Company has not yet engaged such a firm.

The Company noted that the auditor's decision was not the result
of any disagreement between the Company and Ernst & Young on any
matters of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure as more fully described
in the Form 8-K InSite Vision filed with the Securities and
Exchange Commission.

"We are eager to move forward with a new audit firm that
specifically caters to public companies of our size.  We thank
Ernst & Young for their work over the past years and are confident
that this change is the best interest of our company," stated S.
Kumar Chandrasekaran, Ph.D., InSite Vision's president and chief
executive officer.

InSite Vision, whose March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $700,000, is an ophthalmic
products company focused on glaucoma, ocular infections and
retinal diseases.  In the area of glaucoma, the Company conducts
genomic research using TIGR and other genes.  A portion of this
research has been incorporated into the Company's OcuGene(R)
glaucoma genetic test for disease management, as well as ISV-205,
its novel glaucoma therapeutic.  ISV-205 uses InSite Vision's
proprietary DuraSite(R) drug- delivery technology, which also is
incorporated into the ocular infection products ISV-401 and ISV-
403, and InSite Vision's retinal disease program. Additional
information can be found at http://www.insitevision.com


INTEREP NATIONAL: Initates Legal Action vs. Citadel Broadcasting
----------------------------------------------------------------
Interep (OTC Bulletin Board: IREP) has initiated legal action on
October 23, 2003 against Citadel Broadcasting Corporation, for
damages relating to Citadel's unilateral termination of its
exclusive representation agreement with Interep earlier this
month.  The proceedings were necessitated by Citadel's refusal to
make the payments required by the contract.  In addition, Citadel
had failed to abide by the stated terms of the contract.

Interep (OTC Bulletin Board: IREP) is the nation's largest
independent advertising sales and marketing company specializing
in radio, the Internet and complementary media, with offices in 17
cities.  Interep is the parent company of ABC Radio Sales, Allied
Radio Partners, Cumulus Radio Sales, D&R Radio, Infinity Radio
Sales, McGavren Guild Radio, MG/Susquehanna, SBS/Interep, as well
as Interep Interactive, the company's interactive representation
and web publishing division specializing in the sales and
marketing of on-line advertising, including streaming media.  
Interep Interactive includes Winstar Interactive, Cybereps and
Perfect Circle Media.

In addition, Interep provides a variety of support services,
including: consumer and media research, sales and management
training, promotional programs and unwired radio "networks."
Clients also benefit from Interep's new business development team,
the Interep Marketing Group, as well as Morrison & Abraham,
Interep's sales consulting division focusing on non-traditional
revenue.

Interep National Radio Sales' March 31, 2003 balance sheet shows
a total shareholders' equity deficit of about $10.5 million.


IT GROUP: Committee Asks Court to Compel Shaw to Produce Docs.
--------------------------------------------------------------
Eric M. Sutty, Esq., at The Bayard Firm, in Wilmington, Delaware,
recounts that in accordance with the Shaw Sale Order, the IT Group
Debtors delivered its books, records, documents and other
information to Shaw on May 3, 2002.  This included the
computerized information requested in the Data Extracts relating
to, among other things, the executory contracts and unexpired
leases assumed and assigned to Shaw in accordance with the Shaw
Transaction, as well as those contracts that were rejected by the
Debtors or had been completed at or prior to the closing of the
Shaw Transaction.

Mr. Sutty informs the Court that the Asset Purchase Agreement
between the Debtors and Shaw acknowledges that both Parties may
need access to information or documents that are in the control
or possession of another Party.  Accordingly, the APA requires
the Parties to:

     "keep, preserve and maintain in the ordinary course of
     business . . . all books, records, documents and other
     information in the possession or control of other party,
     which information and documents are relevant for various
     purposes, including the "prosecution or defense of third
     party claims."

The APA further provides that the Parties will cooperate fully
with, and make available for inspection and copying by, the other
Party, its employees, agents, counsel, upon written request and
at the expense of the requesting Party, the books, records,
documents and other information to the extent reasonably
necessary.

Therefore, the Committee asks the Court to enforce the Shaw Sale
Order and direct Shaw to immediately make available the Debtors'
Records for inspection and copying by the Committee and its
professionals, including AlixPartners.

Under the Shaw Sale Order, Shaw has custody and control of the
Debtors' Records documenting events that occurred prior to the
Closing, which relate not only to the Assigned Contracts, but
also to all rejected and completed contracts.

To investigate and prosecute potential Avoidance Actions on
behalf of the Debtors' estate, the Committee and its
professionals need access to the Debtors' Records currently in
Shaw's custody and control.

The two-year statute of limitations period under Section 546(a)
of the Bankruptcy Code for the assertion of the Debtors'
Avoidance Actions expires on January 16, 2004.  AlixPartners has
performed an extensive analysis and review of the Debtors'
Avoidance Actions from information and records made available by
the Debtors.  To complete the analysis, however, the Committee
and its professionals require additional information contained
only in the Debtors' Records, which Shaw currently possesses.

Mr. Sutty relates that the Debtors and the Committee previously
made requests to Shaw to access the Records.  Despite the
requests, however, neither the Debtors nor the Committee were
able to obtain the necessary Records from Shaw to fully
investigate and prosecute the Avoidance Actions.  (IT Group
Bankruptcy News, Issue No. 35; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  


ITRON: Proposed $240MM Senior Secured Bank Loan Gets BB- Rating
---------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Itron Inc. and its 'BB-' senior secured bank loan
rating to the company's proposed $240 million senior secured
credit facilities. The rating of the bank facilities the same as
the company's corporate credit rating reflects the likelihood of a
meaningful recovery of principal in the event or a default or
bankruptcy, despite potentially significant loss exposure.

Itron will use the proceeds partly to finance its announced
acquisition of electricity metering business, SEM, from
Schlumberger Ltd. (A+/Negative/A-1) for $255 million, about 6x
last-12-month adjusted EBITDA. Itron expects to receive Hart-
Scott-Rodino clearance by the end of 2003, and the acquisition is
expected to close in early 2004. The ratings assume that Itron
will complete the acquisition as planned, including obtaining
financing for the remaining portion of the purchase price.

The outlook is stable.

Spokane, Washington-based Itron is a leading provider of
technology for meter data collection, delivery, and management to
private and public sector utilities serving the electricity, gas,
and water markets.

"The acquisition of SEM improves Itron's business position,
provides Itron with a leading presence in the electricity metering
business, and provides opportunities for international expansion
while complementing Itron's existing solid position in meter data
collection and management," said Standard & Poor's credit analyst
Linli Chee.

SEM manufactures meters for the North American electricity market.
Itron's strategy is to drive revenue growth by combining its
automatic meter reading technology with the increase in the demand
for integrated AMR electricity meters in the past few years.

"While there are risks associated with the integration of SEM,
which is significantly larger than Itron's past fold-in
acquisitions, the risks are considered manageable, given SEM's
existing use of AMR technology licensed from Itron and
management's knowledge of the electricity meter business,"
Ms Chee said.

The proposed senior secured bank facilities consist of a $55
million revolving credit facility due 2008 and a $185 million term
loan B due 2010. Lenders are secured by a first-priority perfected
security interest in all the tangible and intangible assets owned
by Itron and the capital stock of the company and its guarantor
subsidiaries (limited to 65% of the voting stock of its foreign
subsidiaries). The facilities are also guaranteed by all direct
and indirect domestic subsidiaries of the company.


LA QUINTA: Names William O. Powell III Chief Accounting Officer
---------------------------------------------------------------
La Quinta Corporation (NYSE: LQI) has appointed William O. Powell
III as Vice President - Chief Accounting Officer.  Mr. Powell will
lead La Quinta's accounting, financial reporting and audit
functions and will report to David Rea, Executive Vice President -
Chief Financial Officer.

Mr. Powell retired from PricewaterhouseCoopers in 2002 after 17
years as a partner for the public accounting firm and served most
recently as Worldwide Engagement Leader-Partner.  Mr. Powell
joined PricewaterhouseCoopers in 1974 and worked in both the
Dallas and Houston offices of that firm.  "We are extremely
pleased to have attracted such an experienced industry veteran
with the breadth of knowledge that Bill has," said David Rea, La
Quinta's Chief Financial Officer.  "Bill brings not only technical
knowledge, but also people leadership skills that will support La
Quinta's long-term strategic plans."

During his career with PricewaterhouseCoopers, Mr. Powell was
responsible for directing professional services to clients and
managing executive and board of director relationships.  He has a
broad background in GAAP, SEC, corporate governance and financial
disclosure matters and has served numerous public companies.

As a graduate of the U.S. Naval Academy with a B.S. in
Engineering, Mr. Powell also holds a B.A. in Accounting from the
University of West Florida and is a Certified Public Accountant.  
Additionally, Mr. Powell served from 1968 to 1974 as a
Commissioned Officer with the U.S. Navy as a carrier jet pilot.

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


MAGELLAN HEALTH: Wants to Reject Loudon Sublease and Guarantee
--------------------------------------------------------------
On June 30, 1994, Charter Springwood Behavioral Health System,
Inc., a Magellan Health non-debtor subsidiary, entered into an
agreement with lessor Docsley Associates Limited Partnership and
Leesburg Institute, Inc., the original tenant, to sublease a tract
of land located on the west side of Route 15 and the north side of
Route 740 in Loudoun County, Virginia.  In conjunction with the
1994 Agreement, Magellan's predecessor-in-interest, Charter
Behavioral Health Systems, Inc., guaranteed Charter Springwood's
obligations under the Sublease.

By a June 9, 1997 agreement:

   (1) Charter Springwood assigned the Sublease to Charter
       Springwood Behavioral Health System, LLC, another non-
       debtor Magellan subsidiary; and

   (2) Magellan reaffirmed its obligations under the 1994
       Agreement and further agreed to guarantee the obligations
       of Springwood LLC.

On June 16, 1998, Springwood LLC assigned its interest in the
Sublease to LPI, LLC, an entity unaffiliated with Magellan, and
Magellan confirmed its continuing obligation as guarantor of the
Sublease pursuant to the 1997 Agreement.

In 2001, Docsley informed Magellan that LPI was in default under
the Sublease and that Docsley and LPI negotiated a new amended
and restated sublease to resolve the default.  Docsley further
informed Magellan that the Amended Sublease was being held in
escrow pending Magellan's agreement to guarantee the Amended
Sublease.  Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP,
in New York, reports that Magellan, by letter dated August 28,
2001, agreed to execute a new guarantee, subject to certain
limitations.  However, Magellan did not execute a new guarantee
agreement.

Mr. Karotkin notes that LPI is currently in possession of the
Leased Property and is obligated to Docsley under the 1998
Agreement.  Neither Magellan nor its subsidiaries utilize the
Leased Property for their businesses and have no further right to
use the Leased Property in the future.

As a result of its guarantee of the Sublease, Magellan is
obligated to pay any amounts owed, but not paid by LPI, under the
Sublease to Docsley.  Accordingly, Docsley filed a claim against
Magellan for $5,068,680.  Although Magellan believes that it is
not a party to the Sublease and its sole obligation to Docsley is
pursuant to the Guarantee, which Magellan does not believe is an
executory contract, out of an abundance of caution, the Debtors
seek the Court's authority to reject the Sublease and the
Guarantee pursuant to Section 365(a) of the Bankruptcy Code.
(Magellan Bankruptcy News, Issue No. 17: Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


MAXXIM MEDICAL: Medline and RoundTable Agree to Acquire Assets
--------------------------------------------------------------
Medline Industries, Inc., a leading direct supplier of medical
products and equipment to the health care industry, and RoundTable
Healthcare Partners, an operating-oriented private equity firm
focused exclusively on the health care industry, have agreed to
acquire certain assets of Maxxim Medical, Inc.

Maxxim, a manufacturer, assembler and marketer of specialty
medical/surgical products, has been operating under Chapter 11 of
the U.S. Bankruptcy Code since February 2003. This transaction
resulted from a Section 363 auction held on Monday, October 27 and
has received final approval from the US Bankruptcy Court and is
expected to close within 10 business days.

Specifically, Medline will acquire Maxxim's surgical products
(custom procedural trays and Boundaryr drapes and gowns) and
medical products business (examination and surgical gloves).
RoundTable, through Argon Medical Devices, will acquire Maxxim's
vascular products business, based in Athens, Texas.

"This is a unique opportunity in which we get to help save a well
respected company and its brands from bankruptcy and greatly
enhance our leadership position in the marketplace," said Charlie
Mills, Chief Executive Officer of Medline. "Combining Maxxim's
strengths with those of Medline will enable us to better meet the
needs of our customers. We also believe this acquisition will
complement our strong organic growth."

"We are very excited about Argon as a platform investment within
the attractive cardiovascular product industry. Argon enjoys a
strong market position and has delivered consistently strong
financial performance. Furthermore, as an independent company
partnered with RoundTable, Argon's growth prospects will be
enhanced overall," said Joseph F. Damico, Founding Partner of
RoundTable and new Chairman of Argon Medical Devices.

In addition to assuming the operations at Maxxim's custom
procedure tray facility in Clearwater, FL, Medline will add
approximately 70 sales and marketing professionals including
product specialists and nurse consultants from Maxxim,
strengthening its existing 700 person sales force. Furthermore,
Mills indicated that Medline will make a significant investment in
Maxxim's existing infrastructure to upgrade and improve specific
areas of the company's operations and customer service.

"Medline will honor existing contractual agreements Maxxim has
with individual health care customers and group purchasing
organizations by providing Maxxim products," said Mills. "We are
also committed to continue making Maxxim products available
through distributors and increasing inventory levels of those
products to meet all customer needs."

Prior to the Maxxim acquisition, Medline is the number-one
provider of exam gloves and the number-two provider of custom
procedure trays to the health care market. "Eudermic and Sensicare
are well respected brands in the health care industry and will
enhance our already broad array of glove offerings to our
customers," said Mills. "Similarly, Maxxim's custom surgical tray
business is also ranked among the best and will solidify our
number-two position in that important category."

Based in Clearwater, FL, Maxxim is a major diversified
manufacturer, assembler and marketer of specialty medical/surgical
products. Selling primarily to acute care hospitals, surgery
centers and alternate care facilities, the Company operates in the
following three areas:

-- Surgical Products: Maxxim manufactures, assembles and markets
   custom procedure trays, latex-free standard procedure trays,
   infection control apparel for operating room personnel and
   patient draping systems. Among the single-use products
   typically included in the procedure trays are patient drapes,
   gowns, electrosurgical accessories, instruments, needles, latex
   or non-latex gloves, syringes, tubing, sponges and towels. A
   broad range of major national brands is available to meet
   customers' specific requirements. Drapes and gowns are marketed
   under the Boundary(R) brand.

-- Medical Products: Maxxim is a leading supplier and provider of
   a full line of non-latex and latex surgical and medical
   examination gloves, marketed under the brand names of
   Eudermic(TM) and Sensicare(TM). SensiCare powder-free synthetic
   surgical gloves, formulated with Maxxim's proprietary synthetic
   polymer, offer the fit and feel of latex but without the risk
   of latex allergies and irritations.

-- Vascular Products: Maxxim manufactures, assembles and markets
   specialty vascular access and pressure-monitoring devices
   utilized in the cardiology, radiology and critical care market
   segments. The Argon(TM) brand of advanced single-use components
   includes guidewires, needles, sheath introducers, catheters,
   manifold kits, transducers and control syringes.

Maxxim was purchased in a leveraged buyout transaction in November
1999, a transaction that was largely financed by debt. Despite
remaining profitable from an operating perspective, the Company
had an excessive amount of debt on its balance sheet, which was
the primary reason the Company decided to seek Chapter 11
(Reorganization) relief. Chapter 11 of the Bankruptcy Code has
allowed Maxxim to operate in the ordinary course of its business,
subject to oversight by the Bankruptcy Court and the applicable
provisions of the Bankruptcy Code and Bankruptcy Rules. The joint
proposal submitted by RoundTable and Medline was approved on
Tuesday, October 28, 2003 under the jurisdiction of the Bankruptcy
Court of the State of Delaware.

Medline Industries, Inc., Mundelein, IL, was founded in 1966 but
traces its roots in health care back to 1910 when it was a garment
manufacturer. Medline is a leading direct supplier of medical
products and equipment to the health care industry. Based on sales
of over $1.45 billion in 2002, Medline is the largest privately
held national manufacturer and distributor of medical supplies in
the United States. The company has more than 700 dedicated sales
representatives nationwide to support its broad product line and
cost management services. Medline distributes over 100,000
products to hospitals, extended care facilities, surgery centers,
hospital laundries, home care dealers and agencies and other
alternate site markets from its 28 distribution centers in the
U.S. With six manufacturing facilities in North America, Medline
manufactures many of the products it sells. More information about
Medline can be found at http://www.medline.com  

RoundTable Healthcare Partners, Lake Forest, IL, is an operating-
oriented private equity firm focused exclusively on the healthcare
industry. The partners of RoundTable have significant experience
in managing, operating, acquiring and financing multibillion-
dollar diversified healthcare companies. RoundTable partners with
companies that can benefit from its extensive industry
relationships and proven operating and transaction expertise. More
information about RoundTable Healthcare Partners can be found at
http://www.roundtablehp.com


MERCURY AIR: Selling Fixed Base Operations to Allied Capital
------------------------------------------------------------
Mercury Air Group, Inc. (Amex: MAX) announced that Allied Capital
Corporation (NYSE: ALD) has acquired Mercury's $24.0 million
Senior Subordinated 12% Note Due December 31, 2005 from J.H.
Whitney Co. Mezzanine Fund and has also entered into a definitive
agreement, subject to Mercury's stockholders' approval, the
completion of due diligence and regulatory agency consents, for
Allied to purchase 100% of the stock of Mercury Air Centers, Inc.,
the wholly-owned subsidiary of Mercury Air Group which provides
fixed base operations at 19 locations throughout the United
States.  

The Mercury FBO Sale provides for a purchase price of $70 million,
including an escrow relating to a lease extension, adjustments
related to certain capital investments made by Mercury, working
capital and other customary terms and conditions.  Upon completion
of the sale transaction, which is planned to occur by December 31,
2003, the new promissory note issued to Allied in replacement of
the Whitney Note, and other debt will be retired with the proceeds
from the Mercury FBO Sale.

As previously disclosed, Mercury was required to seek
opportunities for asset sales or refinancings to prepay all or
part of the $24.0 million Senior Subordinated 12% Note by
December 31, 2003.  Failure to make certain prepayments to Whitney
by such date would have required the issuance of up to 10% of the
Company's stock pursuant to warrants with a nominal exercise
price, as well as issuance of an additional note in the amount of
$5.0 million.  Under the provisions of the Allied Note these
penalty provisions were waived.  Allied, upon the acquisition of
the Whitney Note, also acquired detachable warrants to purchase
226,407 shares of Mercury's common stock from Whitney with Whitney
retaining the right to purchase 25,156 shares of Mercury's common
stock.  Mercury has agreed to reduce the exercise price of these
warrants to $6.10 per share.

"At the close of the sale of this transaction, we will have
significantly improved our financial position through the
elimination of term debt and the avoidance of the substantial
penalties associated with the Whitney Note," stated Joseph A.
Czyzyk, Chief Executive Officer of Mercury.  "The sale of our FBO
business represents a change in the strategic direction of the
Company that will continue to evolve over time with a focus to
grow our three remaining and profitable businesses, MercFuel, Air
Cargo and Government Contracting Services," said Czyzyk, adding,
"I am extremely proud of the FBO network we built and that we are
now able to ensure its continuing growth and quality through the
financial strength of Allied Capital."

Closing of the sale is subject to the satisfactory completion of
Allied's due diligence investigation, expiration of the Hart-
Scott-Rodino waiting period, Mercury's stockholders' approval and
other various conditions. Mercury's Board of Directors has
unanimously approved the transaction and certain stockholders have
agreed to vote their shares in favor of the sale.

Mercury will file a proxy statement shortly with the SEC and mail
to investors of record as of October 17, 2003, detailing the
proposed transaction up for approval at its December meeting in
Los Angeles, California.  The company expects to close the
transaction following the stockholder meeting after expiration of
the Hart-Scott-Rodino waiting period, and after certain other
required governmental approvals and necessary consents are
obtained.

Los Angeles-based Mercury Air Group (Amex: MAX) provides aviation
petroleum products, air cargo services and transportation, and
support services for international and domestic commercial
airlines, general and government aircraft and specialized contract
services for the United States government.  Mercury Air Group
operates four business segments worldwide: Mercury Air Centers,
MercFuel, Inc., Maytag Aircraft Corporation and Mercury Air Cargo,
Inc.  For more information, please visit
http://www.mercuryairgroup.com


MIRANT CORP: Asks Court to Okay New York D.E.C. Consent Decree
--------------------------------------------------------------
In July 1999, Mirant Americas Generation, LLC purchased various
energy producing assets from Orange & Rockland Utilities, Inc.  
Among the Purchased Assets were two power plants -- Lovett 4 and
Lovett 5.  Mirant Lovett LLC was formed to own, hold and operate
the Lovett Plants.

The Lovett Plants are coal burning power plants used to produce
electric energy.  Lovett 5 can be converted to a natural gas
fired power plant for the production of electric energy.  The
Lovett Plants are located on the Hudson River in New York.

According to Ian T. Peck, Esq., at Haynes and Boone LLP, in
Dallas, Texas, Lovett generates and then sells electrical energy
on the wholesale market to the New York Independent System
Operator, which in turn administers the sale of the electricity
to wholesale purchasers.  Last year, the Lovett Plants, including
Lovett 3, produced 1,629,023 net MWHs of electric energy during
2002 and generated $143,723,320 in revenues during 2002.  
Therefore, the Lovett Plants are extremely important assets in
the Debtors' energy business enterprise.

Mr. Peck tells the Court that on October 12, 1999, the State of
New York, through the Department of Environmental Conservation,
issued a "Section 114 Request" pursuant to applicable New York
environmental regulations requesting information relating to
environmental compliance at the Lovett Plants.  In particular,
the Section 114 Request sought information relating to routine,
ordinary course maintenance and replacement work conducted at the
Lovett Plants by Orange & Rockland during the 1990s.  Lovett and
Mirant New York, Inc. responded to the information request
because, as the then-current occupants and operators of the
Lovett Plants, they had information responsive to the request.

After the Department conducted its initial investigation, it
issued a Notice of Violation to Orange & Rockland.  The Notice of
Violation relates to alleged previous maintenance activities
Orange & Rockland performed with respect to the Lovett Plants,
which maintenance activities were ordinary course repair and
maintenance.  The Department argued that the maintenance
activities were done without first obtaining a permit from the
Department and without installing "best available control
technology" in accordance with applicable environmental
regulations.  Essentially, the Department argued that the
maintenance activities required the initiation of a "new source
review" under the Clean Air Act.

Generally, Mr. Peck explains, a new source review is required
only if a plant increases its energy capacity or emissions
output.  If the ordinary course maintenance activities constitute
a "new source" under the Clean Air Act, the Lovett Plants would
then be required to comply with the environmental regulations in
effect at the time of the maintenance activities and implement
the "best available control technology" at the time.  The
Department argued that the failure to conduct a new source review
with respect to the ordinary course maintenance activities
violated the applicable environmental regulations then in effect,
and consequently issued the Notice of Violation.

As the current owner and operator of record of the Lovett Plants,
Lovett and Mirant NY recognized that although the Notice of
Violation was issued to Orange & Rockland, rather than issued
directly to them, it was a certainty that they would nonetheless
be the subject of a separate Notice of Violation.  Thus,
immediately after issuance of the Notice of Violation, Lovett met
with the Department to reach a consensual agreement as to how to
resolve the issues the Department raised regarding the Lovett
Plants.  These negotiations commenced in May 2000.

Mr. Peck reports that the negotiations were handled by:

   -- Mark Lynch, President of the Northeastern Business Unit of
      the Debtors, Vice President of Mirant Americas Generation
      LLC and Vice President of Mirant Corporation;

   -- Mike Childers, Vice President of Environmental Safety and
      Health for Mirant Corporation;

   -- Shawn Konary, Director of the Environment for Mirant NY;

   -- Gordon Alphonso, Esq., of Troutman Sanders LLP; and

   -- Algrid F. White, Jr., Esq., of Couch White LLP.

The negotiations were intense, long and complicated by the
numerous environmental issues raised in the Notice of Violation,
the complex statutes and regulations of the Clean Air Act and the
New York State Environmental Conservation Law, and the different
interpretations thereof.

While Lovett and Mirant NY were negotiating with the State of New
York regarding the Lovett Plants, the State of New York enacted
new environmental regulations, which became effective March 2003.  
The New Environmental Regulations are relevant to the Lovett
Plants because they generally regulate NOx and SO2 emissions,
both of which are emitted from the Lovett Plants during
operations in the ordinary course.  With the New Environmental
Regulations in mind, Lovett and Mirant NY sought to mirror the
requirements of the New Environmental Regulations in the
contemplated settlement agreement to the maximum extent possible.

On June 11, 2003, Lovett, Mirant NY and the Department reached an
agreement regarding the issues raised in the Notice of Violation.  
Mr. Peck relates that under the Consent Decree, Lovett has these
options to reduce SO2 and NOx emissions at the Lovett Plants:

   (1) Invest in the technology and capital expenditures
       necessary to install the "Back-End Controls", which will
       improve emissions from the Lovett Plants so the Lovett
       Plants, when operated, comply with the emissions
       requirements set forth in the Consent Decree;

   (2) Comply with option (1), in regard to Lovett 4, and
       convert Lovett 5 to a natural gas fired electricity
       generating power plant with curtailment of operating
       hours; or

   (3) Discontinue operation of the Lovett Plants.

If Lovett elects to implement the Back-End Controls, the Back-End
Controls required under the Consent Decree are:

   (a) The Consent Decree requires installation of a Selective
       Catalytic Reduction system.  The system is a "static"
       device, which injects ammonia into the flue gas that is
       emitted during the electric energy generation process.
       As the flue gas passes over the SCR catalyst, a chemical
       reaction occurs whereby the NOx is removed from the gas.
       Most of the Back-End Control construction relates to the
       structural support necessary for the SCR and ductwork in
       connection therewith;

   (b) The Consent Decree requires construction and
       implementation of an alkaline-based in-duct sorbent
       injection system, which reduces SO2 emissions, created
       during the electric energy generation process; and

   (c) The Consent Decree requires construction and
       implementation of a Baghouse in either Lovett 4 or Lovett
       5.  A Baghouse is an emissions control system that
       controls particulate emissions.  Particulate emissions
       are the main contributor to the monitored emission
       parameter known as "opacity."  Opacity is a measure of
       how visible the stack emissions are.  A lower opacity
       percentage equates to cleaner air emitted from the power
       plant.  

Other salient provisions of the Consent Decree are:

   * Lovett must reduce:

     (a) NOx emissions to 0.10 lbs/mmbtu on a 30-day rolling
         average over all periods of operation from 50% load to
         full load by no later than April 30, 2007 for Lovett
         5, and April 30, 2008 for Lovett 4; and

     (b) SO2 emissions to 0.60 lbs/mmbtu based upon a "30-Day
         Rolling Average Emission Rate for SO2" by no later
         than April 30, 2007 for Lovett 5 and April 30, 2008
         for Lovett 4;

   * The Department covenants not to sue Lovett or Mirant NY for
     certain alleged past environmental infractions;

   * Lovett is able to meet the requirements of the New
     Environmental Regulations, which will have to be complied
     with in any event;

   * There is no provision for fines or penalties to be paid by
     Lovett or Mirant NY.  Any fines or penalties will be paid
     by Orange & Rockland pursuant to a separate agreement with
     the Department;

   * The Consent Decree contains provisions for remedies and
     stipulated fines and penalties for failure to comply;
     however, Lovett will not be liable for any penalties or be
     deemed in violation of the Consent Decree if Lovett is
     delayed by various occurrences beyond Lovett's control;

   * The Consent Decree eliminates the possibility of
     enforcement actions on the issues covered by the Consent
     Decree by the Department through the date of termination of
     the Consent Decree, which Lovett anticipates to be May
     2009;

   * The Consent Decree provides Lovett the flexibility to make
     alternative environmental decisions in regard to the Lovett
     Plants -- for example, Lovett has the option of adding Back-
     End Controls onto Lovett 5, converting Lovett 5 into a
     natural gas fired boiler facility, or discontinuing use of
     Lovett 5 or, if more beneficial and cost-effective
     technology is developed in the subsequent years, and the
     alternative technologies achieve the same reduction in NOx
     and SO2 emission levels required in the Consent Decree,
     Lovett has the right to present the evidence and
     information to the Department and possibly amend the
     Consent Decree to allow Lovett to utilize the alternative
     technologies;

   * The Consent Decree provides for transferability of the
     obligations thereunder if Lovett sells or transfers any of
     its real property or operations subject to the Consent
     Decree, so long as the transferee meets certain financial
     requirements; and

   * Lovett and Mirant NY are required to indemnify the
     Department and the State of New York for claims and
     damages arising out of, or resulting from, the fulfillment,
     or attempted fulfillment, of the Consent Decree.

The Consent Decree requires compliance with these milestone dates
and schedules with respect to dates by which the improved
environmental controls must be decided on, implemented and
operational:

   Milestone                                   Plant 5    Plant 4
   ---------                                   -------    -------
   Permit Application due                      08/01/03   04/01/04

   Construction contract award/ declaration    08/01/04   08/01/05
   of unit shutdown

   Construction commencement                   11/01/06   11/01/07

   Back-End Controls operational               04/30/07   04/30/08

Nevertheless, the Debtors engaged the consulting firm of Black
and Vetch to prepare feasibility studies, cost reports and bid
specifications based on the various alternatives contained in the
Consent Decrees for them to consider.  The Debtors expect the
reports to be completed by the first quarter of 2004.  After the
Debtors entertain competitive bids in regard to the various
scenarios and analyze the bids, the Debtors will then determine
which course of action to take and then proceed on the best, most
cost effective strategy that complies with the Consent Decree and
the New Environmental Regulations.

For the Consent Decree to have the force of law, Mr. Peck informs
Judge Lynn that it was necessary to commence a federal case in
the New York District Court and to request the District Court to
enter the Consent Decree.  To that end, on June 11, 2003 a
Complaint was filed by the State of New York and Erin M. Crotty,
the Commissioner of Environmental Conservation of the State of
New York, naming Lovett and Mirant NY as defendants.  The
Complaint was filed with the District Court for the Southern
District of New York and included claims for injunctive relief
and common law nuisance against Lovett and Mirant NY under the
Clean Air Act, the ECL, and other applicable law.

On the same day, the parties to the District Court Action filed
the Consent Decree for approval by the District Court Judge.  
Under the applicable law, parties-in-interest have 45 days within
which to object to the requested Consent Decree.  According to
Mr. Peck, no party-in-interest objected to the Consent Decree.  
However, since the Debtors filed for Chapter 11 protection within
the 45 days Objection Period, the Debtors were unable to obtain
formal entry of the Consent Decree by the District Court.  The
Consent Decree was in essence a settlement agreement that
requires the Bankruptcy Court's approval under Rule 9019 of the
Federal Rules of Bankruptcy Procedure.

Accordingly, the Debtors ask the Court to allow the District
Court to formally enter the Consent Decree, and authorize Lovett
and Mirant NY to undertake the acts required in the Consent
Decree.

Mr. Peck argues that Lovett and Mirant NY's entry into the
Consent Decree should by approved because:

   (a) Lovett has spent over three years in lengthy negotiations
       with the Department and the Environmental Protection
       Agency to avoid actual litigation with the Department.  
       If Lovett had not undertaken these proactive steps, a
       Notice of Violation would have been issued and Lovett and
       Mirant NY would be embroiled in the hotly contentious
       environmental litigation;

   (b) Even if the Department and the EPA are incorrect with
       respect to their legal positions, Lovett will still have
       to comply with the reduced SO2 and NOx emissions goals
       contained in the New Environmental Regulations;

   (c) The Debtors have expended significant resources in
       attorneys' fees, consultant fees and preparation of
       financial analysis to conclude the Consent Order.  If the
       Clean Air Act litigation was commenced, Lovett would be
       required to engage consultants with extensive scientific
       backgrounds to testify as expert witnesses that would be
       prohibitively expensive;

   (d) The Consent Decree does not require Lovett or Mirant NY
       to pay any penalties, fines or fees;

   (e) The Consent Decree allows Lovett significant flexibility
       in how to reduce the emissions; and

   (f) The Consent Decree represents years of hard work and
       analysis by the parties involved. (Mirant Bankruptcy News,
       Issue No. 11; Bankruptcy Creditors' Service, Inc., 609/392-
       0900)


MOODY'S CORP: Third-Quarter Operating Results Show Strong Growth
----------------------------------------------------------------
Moody's Corporation (NYSE:MCO) announced results for the third
quarter of 2003.

                      Summary of Results

Moody's revenue for the three months ended September 30, 2003
totaled $305.0 million, an increase of 23% from $248.3 million for
the same quarter of last year. The favorable impact of currency
translation, mainly due to the strength of the euro relative to
the U.S. dollar, contributed approximately 175 basis points of
growth.

Operating income for the third quarter of 2003 was $161.2 million,
an increase of 27% from $127.4 million for the same quarter of
last year. Approximately 175 basis points of operating income
growth was due to currency translation. Net income for the quarter
was $85.6 million, an increase of 26% from $67.8 million for the
prior year quarter.

Diluted earnings per share for the third quarter of 2003 rose to
$0.56, an increase of 30% from $0.43 for the third quarter of
2002. Earnings per share for the third quarter of 2003 included a
$0.01 impact related to the company's previously announced
decision to begin expensing stock options and other stock-based
compensation plans in 2003. Third quarter earnings per share also
included a $0.03 impact from increases made to Moody's income tax
provision principally to reflect new legislation enacted in New
York during October, which is discussed below.

In addition to its above reported results, Moody's has included
elsewhere in this earnings release certain adjusted results that
the Securities and Exchange Commission defines as "non-GAAP
financial measures." Management believes that such non-GAAP
financial measures, when read in conjunction with the company's
reported results, can provide useful supplemental information for
investors analyzing period to period comparisons of the company's
growth. These non-GAAP financial measures relate to: (1)
presenting 2003 earnings per share before the impact of expensing
stock-based compensation plans, since 2003 is the first year in
which such expense is being recognized in the company's reported
results; (2) presenting 2002 revenue and expenses as if Moody's
April 2002 acquisition of KMV had taken place on January 1, 2002;
(3) presenting 2003 earnings per share before a non-recurring gain
on an insurance recovery in the first quarter of 2003; and (4)
presenting the effective tax rate for third quarter of 2003
excluding tax provision adjustments related to prior quarters.

"Overall, Moody's results for the quarter reflect our strong
revenue diversification. Our corporate finance business produced
particularly strong growth this quarter, whereas other segments of
our business contributed most of the growth in other recent
quarters," said John Rutherfurd Jr., Chairman and Chief Executive
Officer of Moody's Corporation. "The interest rate environment
that has helped our results, while still very low by historical
measures, rose in the third quarter from the 20-year lows of the
second quarter. We are focusing on developing new products to
continue our growth as interest rates are forecast to continue
rising in 2004."

                             Revenue

Moody's Investors Service global ratings revenue totaled $245.7
million in the third quarter, an increase of 22% from $200.9
million in the third quarter of 2002.

Within the ratings business, global structured finance revenue
totaled $110.1 million for the third quarter of 2003, rising 19%
from the prior year period. U.S. structured finance revenue grew
over twenty percent, benefiting from double-digit growth across
most asset-classes, most notably residential and commercial
mortgage-backed securities. International structured finance grew
at a high single-digit rate, and a low single-digit rate excluding
favorable foreign currency exchange rates, due largely to weakness
in both the European and Japanese credit derivatives sectors. The
European credit derivatives market was affected by tightening
credit spreads on assets customarily contributed to credit
derivatives transactions, reducing profit opportunities, and by
smaller average transaction sizes. The Japanese credit derivatives
market saw slower growth as banks reduced the rate at which they
transferred assets off their balance sheets, shrinking the supply
of assets available to be packaged into credit derivatives.

Global corporate finance revenue of $69.4 million in the third
quarter of 2003 was up 37% from $50.6 million in the same quarter
of 2002. U.S. revenue increased more than thirty percent as
issuance in both the high yield and investment grade bond markets
was strong. Corporate issuers continued to take advantage of low
interest rates and narrow spreads in the U.S. to refinance
existing issues. In Europe, corporate finance ratings revenue rose
over fifty percent from a weak third quarter in 2002 as a result
of strong issuance volumes, growth in relationship-based fees and
the favorable impact of currency translation.

Global financial institutions and sovereigns revenue totaled $44.8
million for the third quarter of 2003, up 21% from the prior year
period. In the U.S., volume and issuance count increased in the
third quarter. However, revenue was adversely affected by the
robust first half activity as some frequent issuers reached annual
fee caps. Outside the U.S., financial institutions revenue grew
sharply, reflecting strong issuance by existing issuers and good
growth in new rating relationships and favorable currency exchange
rates.

U.S. public finance revenue was $21.4 million, an increase of 4%
from $20.6 million a year ago. The continued weakness of municipal
tax receipts led to an increase in "new money" issuance, which was
partially offset by a decline in refinancing activity due to
higher interest rates.

Global research revenue grew to $31.6 million, an increase of 31%
from the prior year period, reflecting strong sales of new
products to existing clients, new client acquisitions and growth
in licensing of Moody's information to third party distributors.
Internationally, research revenues also benefited from favorable
foreign currency translation rates.

Revenue at Moody's KMV totaled $27.7 million for the quarter, an
increase of 19%. MKMV growth reflected increases in subscription
revenue related to quantitative credit risk assessment products
and growth in sales of credit decisioning software.

Moody's U.S. revenue of $192.4 million for the third quarter of
2003 was up 16% from the third quarter of 2002. International
revenue of $112.6 million in the third quarter of 2003 was 35%
higher than in the prior year period. International revenue
accounted for 37% of Moody's total in the quarter compared with
33% for the third quarter of 2002.

                            Expenses

Expenses for the third quarter of 2003 totaled $143.8 million, 19%
higher than in the prior year period. As previously announced,
Moody's adopted a policy of expensing stock options granted on or
after January 1, 2003. Expenses for the third quarter of 2003
included $2.8 million related to stock-based compensation plans,
mainly for stock options granted in February, whereas no such
expense was recorded in the prior year period.

Moody's operating margin for the third quarter of 2003 was 53%, up
from 51% in the third quarter of 2002. The quarter's margin
increase was the result of better-than-anticipated revenue growth,
while staffing and related costs grew at a slower rate.

                        Year-to-date Results

Revenue for the first nine months of 2003 totaled $895.9 million,
an increase of 19% from $751.4 million for the same period of
2002. On a pro forma basis, assuming Moody's had acquired KMV on
January 1, 2002, revenue for the first nine months of 2002 would
have been $766.5 million and revenue growth in the first nine
months of 2003 would have been 17%. Operating income of $487.0
million for the first nine months of 2003 was up 19% from $409.1
million for the same period of 2002. Currency translation
accounted for approximately 200 basis points of revenue growth and
150 basis points of operating income growth year-to-date. Net
income for the first nine months of 2003 was $278.4 million, an
increase of 27% from $219.1 million in the first nine months of
2002. Diluted earnings per share for the first nine months of 2003
were $1.83 compared with $1.38 for the same period of 2002.
Diluted earnings per share for the first nine months of 2003
included a $0.05 per share gain related to an insurance recovery
announced in the first quarter and $0.03 per share in expense
related to the company's decision to start expensing stock-based
compensation plans in 2003.

At MIS, global ratings revenue was $726.8 million for the first
nine months of 2003, up 15% from $631.4 million in the same period
of 2002. This increase was driven by growth in the corporate
finance, structured finance, financial institutions and public
finance ratings businesses. Research revenue rose to $90.4 million
for the first nine months of 2003, up 33% from the first nine
months of 2002. Currency translation also contributed to revenue
growth in the period. Revenue at MKMV for the first nine months of
2003 totaled $78.7 million. On a pro forma basis, assuming Moody's
had acquired KMV on January 1, 2002, MKMV revenue for the first
nine months of 2002 would have been $67.1 million and growth in
the first nine months of 2003 would have been 17%.

                      Share Repurchases

Moody's repurchased 1.2 million shares during the third quarter of
2003, at a total cost of $64 million, which offset shares issued
under employee stock plans. Since becoming a public company in
September 2000 and through September 30, 2003, Moody's has
repurchased 22 million shares at a total cost of $824 million,
including 8.5 million shares to offset shares issued under
employee stock plans.

                           Tax Rate

Moody's effective tax rate for the third quarter of 2003 was
44.4%, up from 41.5% in the second quarter of 2003 and 44.2% a
year ago. The increase in the third quarter tax rate compared with
the second quarter principally reflected the impact of new tax
legislation enacted by New York State in October, which disallows
the deduction of certain royalty payments between affiliated
companies retroactive to January 1, 2003. Moody's increased its
third quarter income tax provision to reflect the reversal of
royalty-related tax benefits recognized in the first half of 2003
that are now disallowed, as well as the absence of those benefits
for the third quarter. Excluding the reversal of the first half
2003 tax benefits, Moody's effective tax rate for the third
quarter of 2003 would have been 42.4%. Moody's management expects
the company's effective tax rate to be at or slightly above this
level for the fourth quarter and full year 2003. The projected
full-year 2003 tax rate continues to be below the 2002 rate,
reflecting continued operating growth in jurisdictions with lower
tax rates than New York and the establishment of a New York
captive insurance company during 2002.

                    Outlook for Full Year 2003

During the third quarter, interest rates remained near historic
lows and continued to drive robust refinancing activity in several
market sectors where Moody's provides ratings. At the same time,
while the U.S. economy showed signs of recovery we have not yet
seen a broad-based improvement in business investment, which
creates "new money" debt issuance. The difficulty of predicting
the timing of a decline in refinancing activity and the return of
significant issuance to fund business investment creates important
uncertainty around Moody's forecast of future results.

Within the ratings business, Moody's expects full-year 2003
structured finance revenue growth in the low double-digit percent
range. Although U.S. residential mortgage refinancing levels have
declined from the record levels of the second quarter, significant
declines in related mortgage-backed securitizations may not occur
until late 2003 or until 2004. In international structured finance
markets, strength in several smaller asset classes and instrument
types, and the favorable impact of currency translation, are
expected to continue to drive percent growth in the mid- to high-
teens for the year. In our corporate finance business, we expect
revenue to grow in the mid-teens percent range, with particular
strength in U.S. high yield and international investment-grade
issuance. Refinancing activity will likely continue to be the main
reason for growth rather than issuance to fund new investment. We
continue to believe that global financial institutions revenue
will decline in the second half of the year compared to the first
half notwithstanding the third quarter's strength. In the U.S.
public finance sector we expect revenue growth in the mid single-
digit percent range. We also believe growth will remain strong in
our research business. Finally, at MKMV we expect percent revenue
growth in the mid-teens on a pro forma basis and in the mid-
thirties percent on a reported basis.

Overall for 2003, Moody's expects that revenue growth will be in
the mid-teens percent on a pro forma basis, as if KMV had been
acquired at the beginning of 2002, with the impact of a full year
of KMV revenue in 2003 adding over 100 basis points to the growth
rate.

Moody's expenses for 2003 will likely reflect continued investment
spending on enhanced ratings practices, technology initiatives and
product development, and continued hiring to support growth areas
of the business. Based on better-than-expected revenue growth thus
far in 2003, Moody's now expects the full-year 2003 operating
margin to increase about 50 basis points compared to 2002 before
the impact of expensing stock-based compensation plans.

Overall, Moody's now expects full-year 2003 diluted earnings per
share in the range of $2.28 - $2.32 before the previously reported
first quarter gain on an insurance recovery and before the impact
of expensing stock-based compensation plans, but including the
higher effective tax rate discussed above. On a reported basis,
including the $0.05 per share insurance gain and $0.04 per share
in expense related to expensing stock-based compensation plans,
diluted earnings per share is expected in the range of $2.29 -
$2.33.

The estimated $0.04 per share impact of expensing stock-based
compensation plans will result in a reduction in projected year-
to-year earnings per share growth of approximately 2% in 2003. As
previously reported, Moody's has adopted expensing of stock-based
compensation prospectively, effective for all options issued on or
after January 1, 2003. Accordingly, such expense will increase
each year over the option vesting period, which is currently four
years, with a growing negative impact on growth in earnings per
share. Moody's current long-term target for 15% annual growth in
earnings per share is on a pro forma basis before considering this
transition, and would be temporarily reduced to the range of 12%
to 13% during the transition period. As has been the case in the
past, Moody's expects that actual results may exceed the target in
some years and fall below in others.

Moody's Corporation (NYSE: MCO), whose June 30, 2003 balance
sheet shows a total shareholders' equity deficit of $139 million,
is the parent company of Moody's Investors Service, a leading
provider of credit ratings, research and analysis covering debt
instruments and securities in the global capital markets, and
Moody's KMV, a leading provider of market-based quantitative
services for banks and investors in credit-sensitive assets
serving the world's largest financial institutions. The
corporation, which employs approximately 2,100 employees in 18
countries, had reported revenue of $1.0 billion in 2002. Further
information is available at http://www.moodys.com


MOODY'S CORP: Declares Quarterly Dividend Payable on December 10
----------------------------------------------------------------
The Board of Directors of Moody's Corporation (NYSE: MCO) declared
a regular quarterly dividend of 4.5 cents per share of Moody's
common stock. The dividend will be payable December 10, 2003 to
shareholders of record at the close of business on November 20,
2003.

Moody's Corporation (NYSE: MCO), whose June 30, 2003 balance
sheet shows a total shareholders' equity deficit of $139 million,
is the parent company of Moody's Investors Service, a leading
provider of credit ratings, research and analysis covering debt
instruments and securities in the global capital markets, and
Moody's KMV, a leading provider of market-based quantitative
services for banks and investors in credit-sensitive assets
serving the world's largest financial institutions. The
corporation, which employs approximately 2,100 employees in 18
countries, had reported revenue of $1.0 billion in 2002. Further
information is available at http://www.moodys.com


NORSKE SKOG: Credit Ratio Concerns Spur Negative Ratings Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on
newsprint and groundwood paper producer Norske Skog Canada Ltd. to
negative from stable. At the same time, the ratings on the
company, including the 'BB' long-term corporate credit rating,
were affirmed.

"The revision stems from concerns that Vancouver, B.C.-based
NorskeCanada will be unable to meaningfully improve credit ratios
in the near term with a slower recovery in pulp and paper demand
than previously expected for 2004, and a narrowing of operating
margins due to the significant strengthening of the Canadian
dollar," said Standard & Poor's credit analyst Clement Ma. Should
these conditions persist, the company could have difficulty
averaging credit ratios commensurate with the 'BB' rating through
the cycle.

The ratings on NorskeCanada reflect the company's average cost
position in groundwood papers and narrow revenue base, which
expose the company to weak financial performance at the bottom of
the cycle. These risks are partially offset by the company's
moderate financial policies.

NorskeCanada's profitability and cash flows are currently very
weak for the ratings category. Recent performance reflects the
company's average cost structure and vulnerability to pricing for
newsprint, groundwood papers, and pulp, which has squeezed
operating margins significantly. The company has made progress in
improving its cost position with the achievement of C$80 million
in annualized run rate savings as of June 30, 2003, on its C$100
million performance improvement program. Nevertheless, the affect
of the program has been muted, and for the four quarters ended
June 30, 2003, EBITDA interest coverage was weak at 1.0x and funds
from operations to total debt was 2.0%.

Although the company benefited from price increases implemented
through 2003 in newsprint, specialty papers, and pulp, these have
been more than offset by the rapid strengthening of the Canadian
dollar, which has weakened sales realizations. A sustained strong
Canadian dollar could limit the benefits of a cyclical recovery
and improvement in credit measures.

The company's C$350 million credit facility is rated one notch
higher than the corporate credit rating, which reflects good
prospects for recovery in a projected post-default scenario.

A slower than previously expected recovery in demand and pricing
for newsprint and other groundwood papers for 2004, compounded by
the strength of the Canadian dollar, will limit meaningful
improvement in profitability, cash flow protection, and other
credit measures. The company is expected to average EBITDA
interest coverage of 4.0x and FFO to total debt of 15%-20% through
the cycle. Failure to make progress toward these targets in the
near term will result in a downgrade.


NRG ENERGY: Court Approves Third Amended Disclosure Statement
-------------------------------------------------------------
U.S. Bankruptcy Court Judge Beatty finds that the Third Amended
Disclosure Statement filed by NRG Energy, Inc., NRG Power
Marketing, Inc., NRG Finance Company I LLC, NRGenerating Holdings
B.V. and NRG Capital LLC contains "adequate information" within
the meaning of Section 1125 of the Bankruptcy Code.

Accordingly, the Court approves the Main Debtors' Disclosure
Statement.  Furthermore, the Court authorizes the Debtors to make
minor, non-substantive modifications to the Disclosure Statement
as requested by the Securities Exchange Commission before its
dissemination, without further notice or hearing. (NRG Energy
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


NUTRAQUEST: Section 341(a) Meeting to Convene on November 20
------------------------------------------------------------
The United States Trustee will convene a meeting of Nutraquest,
Inc.'s creditors on November 20, 2003, 12:00 p.m., at Clarkson S.
Fisher Federal Courthouse, Room 129, 402 East State St., Trenton,
New Jersey 08608-1507. This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Manasquan, New Jersey, Nutraquest, Inc. markets
the ephedra-based weight loss supplement, Xenadrine RFA-1. The
Company filed for chapter 11 protection on October 16, 2003
(Bankr. N.J. Case No. 03-44147).  Andrea Dobin, Esq., and Simon
Kimmelman, Esq., at Sterns & Weinroth, P.C. represent the Debtor
in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed estimated assets of over
$10 million and estimated debts of over $50 million.


O-CEDAR HOLDINGS: Asset Sale Auction Set for November 4, 2003
-------------------------------------------------------------
O-Cedar Holdings, Inc., and its debtor-affiliates propose to sell
substantially all of their assets free and clear of all liens and
encumbrances at an auction designed to flush-out the highest and
best offers that will maximize the value of their estates.

The Debtors are now accepting bids for the assets in accordance
with uniform Bid Procedures approved by the U. S. Bankruptcy Court
for the District of Delaware.  Qualified bids must be received
before noon on October 31, 2003, and sent to:

        William H. Henrich
        Getzler Henrich & Associates LLC
        295 Madison Avenue
        New York, NY 10017

A copy must also be furnished to:

        Adam C. Harris, Esq.
        O'Melveny & Myers LLP
        30 Rockefeller Plaza
        New York, NY 10112

If qualified bids are received, a sale auction for the assets will
convene at the offices of the Debtors' Counsel, O'Melveny & Myers,
on Nov. 4, 2003, beginning at 10 a.m. Eastern Time. Only qualified
bidders are eligible to participate in the auction.

The hearing to consider the approval of the Asset Sale is fixed
for Nov. 6, at 10:0. a.m., before the Honorable Peter J. Walsh.

Headquartered in Springfield, Ohio, O-Cedar Holdings, Inc.,
through its debtor-affiliate, manufactures brooms, mops, and scrub
brushes for household and industrial use.  The Company filed for
chapter 11 protection on August 25, 2003 (Bankr. Del. Case No. 03-
12667).  John Henry Knight, Esq., at Richards, Layton & Finger,
P.A., and Adam C. Harris, Esq., at O'Melveny & Myers LLP represent
the Debtors in their restructuring efforts. When the Company filed
for protection from its creditors, it listed over $50 million in
both assets and debts.


OCG TECHNOLOGY: Arthur Yorkes Resigns as Independent Accountants
----------------------------------------------------------------
On October 20, 2003, OCG Technology, Inc. received a letter from
Arthur Yorkes & Company, LLP, its independent accountants,
advising that the firm will cease to provide audit services to
clients whose stock is publicly traded and who file reports with
the Securities and Exchange Commission and that it is therefore
imperative that the Company retain a new firm.

The reports of Arthur Yorkes & Company, LLP on the financial
statements dated October 10, 2002, and September 3, 2003, included
a paragraph regarding the uncertainty of the Company to continue
as a going concern.

OCG Technology has not yet engaged its new independent
accountants.


OPTIMIZATION ZORN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Optimization Zorn, Inc.
        2515 McKinney, Avenue
        Suite 850
        Dallas, Texas 75201
        Tel: 214-631-6161

Bankruptcy Case No.: 03-80749

Type of Business: Optimization Zorn Corporation is a privately
                  held Texas corporation whose primary business is
                  the design, development and support of
                  information management software for the newborn
                  screening market.

Chapter 11 Petition Date: October 20, 2003

Court: Northern District of Texas (Dallas)

Judge: Steven A. Felsenthal

Debtor's Counsel: J. Seth Moore, Esq.
                  Rosa R. Orenstein, Esq.
                  Orenstein and Associates, P.C.
                  325 N. St. Paul Street, Suite 2340
                  Dallas, TX 75201
                  Tel: 214-757-9102

Estimated Assets: $100,000 to $500,000

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Terese Finitzo                                        $150,000

Kenneth D. Pool, Jr.                                  $115,299

Tony Valukas                                           $59,890

David McCay                                            $59,890

Ed DeVilbiss                                           $59,890

Gary Thompson                                          $59,890

Carol DeVilbiss                                        $59,152

Jack Clemis                                            $56,544

Jan Baca                                               $59,890

Jim Lowe                                               $56,470

Maria Valukas                                          $59,890

Michael Dotson                                         $52,287

Myron Spanier                                          $59,890

Amerivest                                              $22,550

Bytecrafters                                           $32,830

Nicole Finitzo                                         $29,945

Connor Lamm                                            $22,166

Gov. Policy Group                                       $5,420

American Express                                        $4,098

Orus                                                    $3,150


OWENS CORNING: Balks at New Jersey DEP's $73-Million Claim
----------------------------------------------------------
Pursuant to Section 502(b) of the Bankruptcy Code and Rule 3007
of the Federal Rules of Bankruptcy Procedure, the Owens Corning
Debtors object to Claim No. 7212 filed by the New Jersey
Department of Environmental Protection for $73,000,000.  The
Debtors ask the Court to disallow and expunge the Claim in its
entirety.

The Claim relates to the Burlington Environmental Management
Services, Inc. Landfill site located at Southampton Township in
Burlington County, New Jersey.  The 108-acre Landfill site was
operated as a commercial landfill beginning in the 1970s until
1982.  During that time, it was used for waste disposal by
hundreds of parties, including the City of Philadelphia and other
municipalities.  Debtor Owens Corning was one of the commercial
customers that used the landfill for waste disposal.

In March 2002, the New Jersey Environmental Department filed a
lawsuit against 23 former Landfill customers, including Owens
Corning -- but not including the City of Philadelphia -- to
recover from them, jointly and severally, under the Spill
Compensation and Control Act, the Department's past and future
investigation, cleanup and removal costs related to the site,
natural resource damages and a penalty equal to three times the
total cleanup cost as a result of their failure to comply with
prior administrative orders requiring cleanup.  The Claim repeats
the State Court Action allegations.  The Environmental Department
asserts that it incurred remediation costs totaling $23,844,515
as well restoration costs totaling $669,789 and seeks three times
those amounts as penalties.

Owens Corning does not dispute that the Spill Act provides for
joint and several liability and recovery three times the
remediation costs as a penalty.  But J. Kate Stickles, Esq., at
Saul Ewing LLP, in Wilmington, Delaware, reminds the Court that
environmental cost recovery cases under the Spill Act and its
federal analogue, the Comprehensive Environmental Response,
Compensation, and Liability Act, are typically settled among
potentially responsible parties by sharing costs on an equitable
basis that accounts for the relative volume and toxicity of waste
sent to a site by each party.  Proceedings in the State Court
Action and the resolution of Claims against Owens Corning by
other Landfill customers ensure that the same result will
ultimately be obtained -- the Department will be reimbursed for
its costs at the Landfill site by the former Landfill customers
who will contribute on an equitable basis.

"[R]ecovery by [the New Jersey Environmental Department] of the
entire amount of such costs and penalties as a claim in the
Debtors' bankruptcy would amount to a windfall.  By disallowing
the Disputed Claim, th[e] Court would prevent such a result and
would achieve the equitable result of assigning to Owens Corning
only its allocable share of the response costs at the [] Site
based upon its volumetric share and considering the relative
toxicity of its waste," Ms. Stickles says.

Ms. Stickles relates that the Environmental Department and
several of the potentially liable parties in the State Court
Action have agreed to a proposed Alternative Dispute Resolution
process for the allocation of liability at the Landfill site
among potentially responsible parties.  The proposed ADR process
has been submitted to the Superior Court for approval.  Ms.
Stickles says that the ADR process will result in satisfaction of
the Environmental Department Claims regarding the Landfill site
and a percentage allocation of that liability among participating
responsible parties.

In settlement of proofs of claim filed against them by other
former site customers who are also parties in the State Court
Action, the Debtors have agreed to participate in the ADR process
subject to the same terms and limitations as other potentially
responsible parties.  The Debtors also agreed to be bound by the
percentage of liability allocated to them as a result of the
resolution process or by litigation of the State Court Action.  
However, the Debtors' percentage of liability will be applied
solely for the purpose of establishing the amount of a general
unsecured claim. (Owens Corning Bankruptcy News, Issue No. 60;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


PACER TECHNOLOGY: Special Shareholders' Meeting Set for Dec. 9
--------------------------------------------------------------
Pacer Technology (Nasdaq: PTCH) has scheduled a special meeting of
its shareholders, to be held at 9:00 A. M. Pacific Standard Time
on Tuesday, December 9, 2003 at the Ayres Suites Hotel in Ontario,
California.

At that meeting, Pacer's shareholders will vote on whether to
approve an Agreement and Plan of Merger dated as of July 29, 2003.  
That Agreement provides for Cyan Holding Co., a subsidiary of Cyan
Investments, LLC, to acquire all of Pacer's outstanding shares not
already owned by Cyan or its affiliates, for $6.95 per share in
cash, by means of a merger in which Pacer would become a wholly
owned subsidiary of Cyan Holding Co.

Shareholders are encouraged to read the proxy materials before
making any decision regarding the proposed merger.  It will be
possible to obtain copies of those proxy materials, and any
amendments or supplements to those materials that might be filed
in the future, without charge, at the SEC's Web site at
http://www.sec.govor at Pacer's Web site at  
http://www.pacertechnology.comas they become available.

Pacer Technology (Nasdaq: PTCH) is a manufacturing, packaging and
distribution company engaged in marketing advanced technology
adhesives, sealants, and other related products, for consumer
markets on a worldwide basis.  Its products include SUPER GLUE,
ZAP(R), BONDINI(R), FUTURE GLUE(R), PRO SEAL(R), GO SPOT GO(R),
ANCHOR-TITE(TM) and other well known branded products.

                       *     *     *

              Liquidity and Capital Resources

In its SEC Form 10-Q for the quarter ended March 31, 2003, the
Company stated:

"Net cash provided by all activities during the nine-months ended
March 31, 2003 was $80,000, compared to net cash provided of
$764,000 during the first nine-months of the prior year which
included the effect of the sale of the Cook Bates product line.

"Cash provided by operations during the nine-months ended March
31, 2003 was $732,000 compared to cash provided of $9.0 million
during the corresponding period of the prior year.  Cash provided
by operations in the prior year included the receipt of the cash
proceeds from the sale of the Cook Bates product line in September
2001 and a $3.3 million reduction in accounts receivable, due in
large part, to the collection of accounts receivable from holiday
sales of Cook Bates products.

"Cash used in investing activities during the nine-months ended
March 31, 2003 was $588,000 as compared to $186,000 during the
corresponding period of the prior year due to an increase in
capital expenditures related to production fill equipment.

"Cash used in financing activities was $64,000 during the first-
nine months of fiscal year 2003 as compared to $8.1 million during
the same period of the prior year, which included the use of cash
generated by the Cook Bates sale to reduce outstanding bank
borrowings and to repurchase common shares in our open market and
private stock repurchase program and an odd-lot share repurchase
program.

"During fiscal 2003, we funded our working capital requirements
primarily with internally generated funds and borrowings under a
revolving bank credit line pursuant to which we may borrow up to
the lesser of (i) $7 million or (ii) the sum of 70% of the face
dollar amount of eligible accounts receivable plus 46% of the cost
of our finished goods inventories and approximately 35% of raw
material inventories. Borrowings under the credit facility are
payable in monthly interest only installments until the maturity
date of the credit line, which is October 1, 2003.  During the
nine months ended March 31, 2003, our credit line borrowings bore
interest at the bank's prime rate (4.25% at March 31, 2003), less
0.25%, or at the bank's LIBOR base rate, plus 2.50%.  As of
March 31, 2003, no borrowings were outstanding under our credit
line and at March 31, 2003, based on eligible collateral, we had
unused credit of $5.0 million available for future borrowings
under that credit line.

"We believe that internally generated funds, together with
available borrowings under the credit line, will be sufficient to
enable us to meet our working capital and other cash requirements
through the October 1, 2003 maturity date of our existing bank
credit line.  We plan to seek, and we currently expect to be able
to obtain, an extension of our existing bank line of credit.  In
addition, we may seek to take advantage of opportunities to
acquire other businesses, should such opportunities arise, or to
invest in new product introductions, in which case we may incur
borrowings to do so."


PEMSTAR INC: May Need to Seek Waivers of Certain Loan Covenants
---------------------------------------------------------------
PEMSTAR Inc. (Nasdaq:PMTR), a leading provider of global
engineering, product design, manufacturing and fulfillment
services to technology, industrial and medical companies, reported
financial results for its fiscal 2004 second quarter ended
September 30, 2003.

                     Financial Results

PEMSTAR reported net sales of $150.6 million for the fiscal 2004
second quarter, compared to $176.4 million in the prior-year
period. These amounts include sales of excess inventory of $4.2
million and $14.4 million, respectively.

The company's net loss was $6.8 million versus a net loss of $10.0
million for last year's fiscal second quarter. Of the fiscal 2004
second-quarter loss, $4.8 million is related to the restructuring
program PEMSTAR announced in July 2003. The year-ago second
quarter included $.9 million in restructuring charges and
reserves. Excluding the $4.8 million restructuring loss, PEMSTAR
reported a fiscal second-quarter loss of $2.0 million, which is in
the range of prior guidance.

Fiscal 2004 second-quarter net sales, excluding excess inventory
sales, were lower than fiscal 2003 second-quarter net sales due to
reduced customer requirements in the communications and computing
and data storage markets, offset in part, by Asian industrial
market increases. PEMSTAR's September-quarter net loss, excluding
restructuring charges, significantly improved from the prior-year
quarter due to lower inventory and accounts receivable writeoffs,
personnel and facilities savings from past restructuring
initiatives, and reduced interest costs and fees from lower
borrowing levels.

Gross profit for the second quarter of fiscal 2004 versus the
year-earlier period rose $4.0 million to $11.9 million, or 7.9
percent of net sales. This increase was a result of reduced
inventory writeoffs and restructuring benefits from certain
domestic sites. This benefit was offset partially by lower gross
profit from reduced communications sales volume and lower margins
at low-cost foreign operations. Due to the overall margin gain,
the operating loss improved.

"Our previously announced restructuring program is beginning to
generate substantial cost savings which is favorably impacting our
financial performance," said Al Berning, PEMSTAR's chairman,
president and CEO. "Business across many of our markets remains
sluggish. However, the industrial market is showing strength with
new customer and project wins."

Cash generated from operations for the fiscal second quarter was
$6.1 million. The cash balance at September 30, 2003, was $17.5
million, up from $8.7 million at June 30, 2003. Accounts
receivable decreased $6.3 million in the quarter, with days sales
outstanding declining to 66 days from 72 days at June 30, 2003.
This decrease in DSO resulted from expected collections of past
due receivables, particularly related to Phase 1 of the Land
Warrior program concluded in late fiscal 2003, and more current
collection of other accounts. Presently, the Land Warrior program
has moved into Phase II, and PEMSTAR is actively engaged in design
work on next-generation applications.

As of September 30, 2003, net inventories of $77.8 million were up
from $72.1 million at June 30, 2003, with a turn rate of 7.1 times
compared with 7.7 times at June 30, 2003. The higher inventory
level was primarily due to shipped orders falling short of
customer-provided forecasts.

Debt (long-term debt plus capital leases including, in both cases,
current maturities) as of September 30, 2003, was $82.4 million,
compared to $94.7 million at June quarter-end. While there has
been no change in the company's credit agreements, PEMSTAR has
taken a more conservative approach in classifying its domestic
lines of credit as a current liability on the balance sheet. This
decision was made because it is difficult to forecast meeting
monthly covenant requirements due to fluctuations in monthly
orders within any given quarter.

Debt to total capital (debt plus shareholders' equity) at
September 30, 2003, was 33.4 percent, down 4.3 percent from 37.7
percent for the March quarter, and net book value was $3.64 per
outstanding share, with tangible book value at $2.89 per
outstanding share.

For the first six months of fiscal 2004, net sales were $296.1
million, compared to $329.5 million for the same period last year.
These amounts include sales of excess inventories totaling $5.2
million and $15.9 million, respectively. PEMSTAR reported a net
loss of $17.8 million versus a net loss of $35.1 million
(including a loss on the cumulative effect of an accounting change
of $5.3 million for the prior-year six months. Net loss for the
six months ended September 30, 2003, of $17.8 million included
$8.2 million of restructuring charges. Net loss before the
cumulative effect of an accounting change for the six months ended
September 30, 2002, of $29.8 million included $3.9 million of
restructuring charges.

Excluding restructuring charges, the net loss for fiscal 2004
narrowed from fiscal 2003 results, with improvements including
reduced inventory and accounts receivable charges, ($8.9 million),
savings from domestic restructuring activity, partly offset by
revenue declines and margin erosion in certain Asian operations
and significantly lower interest costs and fees.

During the second quarter of fiscal 2004, PEMSTAR completed an
offering of 7.5 million shares of its common stock. Net proceeds
of $20.1 million from the transaction are being used to reduce
available lines of credit usage, pending their expected use to
fund working capital and potential acquisitions.

                          Business Update

PEMSTAR's current improvement strategy centers on alignment of
resources with current revenue, continued industry diversification
and rigorous financial management. To date, PEMSTAR has:

-- Consolidated its Mountain View, Calif., staff into its San
   Jose, Calif., site, closed several small engineering and
   administrative offices and released the majority of personnel
   affected by the restructuring programs;

-- Continued to diversify its sales by increasing industrial and
   computing and data storage market sales volumes;

-- Shortened the company's cash conversion cycle (days sales
   outstanding plus days inventory on hand less days payables
   outstanding) by nine days to 56 days at September 30, 2003,
   from 65 at June 30, 2003.

During the 2004 second fiscal quarter, sales to the industrial
sector accounted for 30.8 percent of net sales, versus 22.2
percent a year ago; medical remained at 4.7 percent; and computing
and data storage increased to 35.9 percent from 34.5 percent. The
remaining 28.6 percent of sales were to the communications
industry, which accounted for 38.6 percent in the year-ago second
quarter.

From a geographic perspective, 66.2 percent of fiscal second-
quarter net sales were derived from product sold in North and
South America, 24.5 percent generated in Asia, and 9.3 percent in
Europe, which compares to prior-year totals of 73.6 percent, 17.3
percent and 9.1 percent, respectively. Continued strength among
industrial equipment clients and test and automation projects,
offset by the decrease in the wireless communication sector,
accounted for the growth in the Asian market percentage.

On October 2, 2003, the company successfully closed on both an
asset purchase and a global supply agreement with a major
technology company. PEMSTAR entered into the agreements on July
29, 2003, and then satisfied the required terms and conditions.
The three-year deal expands the company's presence in Austin,
Texas, and is expected to contribute approximately $30 million in
annual revenue.

Additionally, the company's Rochester, Minn., facilities were
awarded AS9100 certification by Underwriters Laboratories. AS9100,
the Quality Systems Aerospace Model for quality assurance in
design, development, production, installation and servicing, was
developed to promote quality, safety and technology throughout the
aerospace supply chain. Based on the core requirements of ISO
9000, AS9100 includes the additional quality system requirements
necessary to meet the complex and unique demands of the aerospace
industry, for both commercial and defense contractors.

"We're committed to expanding our capabilities in select key
industries," said Berning. "And we continue to win new customers
and projects from existing customers based on our breadth of
experience, position in key global geographies and engineering
services."

Berning concluded, "I'm confident that with the actions we're
taking, and our continued focus on diversifying our customer base,
PEMSTAR will be well positioned for the future."

                Fiscal 2004 Third-Quarter Outlook

The following statements are based on current expectations, and
today's economic uncertainties make it difficult to project
results going forward. PEMSTAR currently expects net sales in the
fiscal 2004 third quarter ending December 31, 2003, of $160
million to $175 million, and net income of $.04 per share to a net
loss of $.04 per share. This compares with net sales of $171.8
million and a net loss of $.05 per share for the third quarter of
fiscal 2003. Based on the financial covenants in effect Tuesday,
if PEMSTAR achieves the guidance above, it may need to seek
waivers or adjustments to the covenants from its lenders. The
company does not anticipate any problem obtaining the adjustments,
if needed.

PEMSTAR Inc. -- http://www.pemstar.com-- provides a comprehensive  
range of global engineering, product design, automation and test,
manufacturing and fulfillment services and solutions to customers
in the communications, computing and data storage, industrial
equipment and medical industries. PEMSTAR provides these services
and solutions on a global basis through 15 strategic locations in
North America, South America, Asia and Europe. These customer
solutions offerings support customers' products from initial
product development and design, through manufacturing to worldwide
distribution and aftermarket support.


PEREGRINE SYSTEMS: Appoints 3 New Members to Board of Directors
---------------------------------------------------------------
Peregrine Systems, Inc. (OTC: PRGN), a leading provider of
Consolidated Asset and Service Management solutions, announced the
appointment of three new members to its Board of Directors,
gaining strong technology, finance and executive management
acumen.

The new board members are:

Andrew J. Brown, 44, former CFO of Legato Systems, Inc. (which was
acquired by EMC Corp. in Oct. 2003), where he led corporate
restructuring efforts in a high-growth environment. He joined
Legato after a restatement and an investigation by the Securities
and Exchange Commission, and worked with the new CEO to rebuild
the company, implementing Sarbanes-Oxley compliance procedures, an
international tax strategy, new revenue recognition procedures and
a new ERP system.

Victor A. Cohn, 54, CEO and founder of Focal Point Partners, a New
York City-based business management firm. He counsels clients
leveraging more than 30 years of financial experience, which
included management of the equity capital markets business for
international investment organizations such as Salomon Brothers,
USB Securities and Bear Stearns & Co. He serves as a member of the
board of Verity Inc, where he is the chairman of the Audit
Committee.

Alan J. Hirschfield, 68, former co-CEO of Data Broadcasting Corp.,
which merged with the Financial Times and Pearsons Inc. to become
Interactive Data Corp. He was the former chairman and CEO of
Twentieth Century Fox Film Corp. and former president and CEO of
Columbia Pictures, Inc. Mr. Hirschfield is a director of Cantel
Medical Corp.; Interactive Data Corp.; Carmike Cinemas, Inc.;
WilTel Communications Inc.; and J Net Enterprises, Inc. In
addition, he is a director of the Lymphoma Research Foundation;
the George Gustav Haye Center of the National Museum of the
American Indian; Grand Teton Music Festival and the Community
Foundation of Jackson Hole. He is also a trustee of the Dana-
Farber Cancer Institute.

Peregrine's board was reconstituted upon emergence from Chapter 11
in August. Under the company's Plan of Reorganization (Plan), the
board members appointed at that time had the option of naming
permanent replacements within 90 days as part of a board
transition plan that was put in place prior to emergence. The new
directors replaced Carl Goldsmith, Rob Horwitz and Ben Taylor.
James Harris, Mark Israel, James Jenkins and John Mutch remain on
Peregrine's board.

"The decision to appoint new board members validates the
confidence we have in Peregrine's management team and the
company's direction," said Jenkins, Peregrine's chairman.
"Peregrine's achievements in the last few months have been
remarkable, and we are excited about its future as the company
reinforces its leadership position in the Consolidated Asset and
Service Management market."

John Mutch, Peregrine's CEO, welcomed the new board members
saying, "These incoming directors have a wealth of business,
finance, corporate leadership and technology experience, and we
look forward to incorporating their counsel as we continue to
deliver value to our shareholders.

"We are focused on three key leadership areas: a corporate
structure for optimal governance, compliance and growth; product
and technology innovations that lead the market and generate new
revenue opportunities; and industry leadership to guide the
evolution of the Consolidated Asset and Service Management market
for ongoing customer satisfaction," Mutch added. "Our new board
members bring fresh and diverse perspectives to these key areas,
and their appointment marks a significant milestone as we continue
to return to normal business operations and growth."

In addition, Peregrine also announced appointments of board
committee chairmen. Brown will serve as chairman of the Audit
Committee; Cohn will chair the Governance Committee; and
Hirschfield was named chairman of the Compensation Committee.

Peregrine's Plan, which was confirmed by the U.S. Bankruptcy Court
in Delaware on Aug. 7, called for the creation of a seven-member
board of directors, which comprised four members selected by the
Official Committee of Unsecured Creditors (Creditors Committee)
and three members chosen by the Official Committee of Equity
Security Holders. Goldsmith, Horwitz and Taylor were among the
four selected by the Creditors Committee.

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


PG&E CORP: CEO Glynn Says Company "on Clear Path to Stability"
--------------------------------------------------------------
In remarks to investors and analysts Tuesday at the Edison
Electric Institute Financial Conference, Robert D. Glynn, Jr.,
Chairman, CEO and President of PG&E Corporation (NYSE: PCG) said
the company is "on a clear path to stability and increased
financial performance."

Glynn discussed the proposed settlement agreement to resolve
Pacific Gas and Electric Company's Chapter 11 case, including
elements of the proposed settlement that would strengthen the
utility's financial health. These elements include investment-
grade credit ratings for Pacific Gas and Electric Company, an
authorized return on equity of 11.22 percent, and the
establishment of a $2.21 billion after-tax "regulatory asset,"
which would be included in the utility's rate base.

"The proposed settlement agreement and a new plan of
reorganization are proceeding on schedule through approval
processes at the California Public Utilities Commission and in the
Bankruptcy Court," said Glynn. Earlier this month, it was
announced that more than 97 percent of voting creditors voted to
support the new plan of reorganization. "We believe the agreement
is on track to achieve the first quarter 2004 target for the
utility's exit from Chapter 11."

Glynn also cited recent progress toward a more stable regulatory
environment in California, including a proposed 2003 General Rate
Case settlement submitted last month for approval at the
California Public Utilities Commission. The proposed GRC
settlement was entered into by Pacific Gas and Electric Company,
the CPUC's Office of Ratepayer Advocates, The Utility Reform
Network and other stakeholders. The proposed GRC settlement would
provide revenues that would allow the utility the opportunity to
earn its authorized return on equity, and would provide a
mechanism for timely and predictable revenue adjustments in 2004,
2005 and 2006 to cover costs associated with ratebase growth and
inflation.

Glynn also reaffirmed the company's previously issued earnings
guidance for 2003 and 2004, and he reiterated the company's
aspiration to pay dividends in the latter part of 2005.

A webcast replay of Glynn's presentation is available on the PG&E
Corporation Web site at http://www.pgecorp.com


PG&E NATIONAL: Wants Solicitation Exclusivity Extended to May 5  
---------------------------------------------------------------
On the Petition Date, National Energy & Gas Transmission, Inc.,
formerly known as PG&E National Energy Group, Inc., filed a
reorganization plan, which is the result of extensive prepetition
negotiations with major creditors.  The Plan reflects an
agreement in principle with major creditors with respect to NEG's
restructuring.

Due to the activity and attention required for numerous business
matters incident to the commencement of the Chapter 11 cases, NEG
was unable to prepare a disclosure statement to accompany the
Plan.  Subsequent to the Petition Date, NEG and its major
creditor constituencies have been diverted from negotiating the
final terms of the proposed Plan and discussing information
issues for NEG to complete its disclosure statement due to, among
other things, the sudden and unexpected litigation with PG&E
Corporation over various tax issues involving hundreds of
millions of dollars.  The completion of a disclosure statement
is, however, imminent.

In this regard, NEG asks the Court to extend its exclusive period
to obtain acceptances for its reorganization plan to and
including May 5, 2004.  This constitutes a 120-day extension of
its Exclusive Solicitation Period.

Section 1121(b) of the Bankruptcy Code provides for the initial
period of 120 days after the Petition Date during which debtor
has the exclusive right to file a reorganization plan.  Section
1121(c)(3) provides that if a debtor proposes and files a plan
during the Exclusive Filing Period, then the debtor has until the
180th day after the Petition Date to solicit and obtain
acceptances of its plan.  During the Exclusive Periods, no party
other than the debtor may file a proposed plan.  Section 1121(d)
allows a bankruptcy court to extend the Exclusive Periods for
cause.

Paul M. Nussbaum, Esq., at Whiteford, Taylor & Preston LLP, in
Baltimore, Maryland, asserts that the extension is warranted.  By
any measure, NEG is a very large business enterprise with a
complex financial structure.  As of March 31, 2003, NEG has 190
subsidiaries with $7,900,000,000 collective assets and
$8,980,000,000 liabilities.  NEG has a $700,000,000 corporate
revolver debt, over $1,000,000,000 in publicly traded senior
notes, and guaranty obligations on subsidiary financings with a
$1,165,000,000 potential maximum exposure.

Mr. Nussbaum also contends that NEG and its statutory committees
need time to negotiate and prepare adequate information for the
disclosure statement.  While NEG has been able to engage in
substantial prepetition negotiation with the unofficial
committees of both bank debt holders and note holders, NEG's
ability to negotiate with the official committees was delayed due
to litigation over the number and membership of the official
committees.

Mr. Nussbaum identifies a number of other factors that warrant
the extension of the Exclusive Solicitation Period.  Mr. Nussbaum
relates that NEG is making good faith progress towards
reorganization, evidenced by the negotiations with the major
creditors many months prepetition.  The text of the Plan clearly
reveals that NEG's Chapter 11 case is a highly complex, highly
detailed and thoroughly prepared restructuring proposal.  There
have been no breakdowns in plan negotiations such that
continuation of NEG's Exclusivity would result in NEG having an
unfair bargaining position over creditors.

Mr. Nussbaum notes that the existence of unresolved contingency
like NEG's recovery of, among other things, claims and property
and $350,000,000 in tax refunds that NEG and the committees
believe were wrongfully misappropriated by PG&E Corporation, also
warrant the extension.  Mr. Nussbaum also points out that NEG is
continuing in the ordinary course of its businesses and is
continuing to pay its postpetition obligations as and when they
become due.  NEG has not failed to resolve matters fundamental to
its survival.  NEG has millions of dollars of unencumbered cash
on hand and it is fully capable of meeting all of its operational
expenses during the reorganization proceedings.  NEG is also
operating in the ordinary course of business postpetition and is
proceeding to reduce expenses where possible and to coordinate
reorganization efforts with the committees. (PG&E National
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service, Inc.,
609/392-0900)    


POLYPHALT: Wants More Time to File Proposal Under Canadian BIA
--------------------------------------------------------------
Polyphalt Inc., has obtained a 45-day extension of the time period
to file its proposal to its creditors pursuant to the Bankruptcy
and Insolvency Act. This also extends the Company's protection
from its creditors in order to permit the Company to continue its
restructuring process. The extension will provide the Company with
protection from its creditors until December 10, 2003 (subject to
further extension with court approval) while it considers its
restructuring alternatives.

Polyphalt also announced that it, and its subsidiary GH Real
Estate Inc., have entered into an asset purchase agreement to sell
its manufacturing business and its subsidiary's real estate
holdings to a third party purchaser. The Buyer has agreed to
purchase these assets subject to certain conditions that must be
satisfied or waived prior to closing. One condition of closing,
the granting of a court order approving the sale of assets to the
Buyer and the vesting of the assets in the Buyer, was satisfied by
the issuance of the Order by the Ontario Superior Court of Justice
on October 24, 2003. Assuming that all conditions to closing are
satisfied or waived, it is anticipated that closing will occur in
November, 2003.


R.H. DONNELLEY: Sept. 30 Net Capital Deficit Doubles to $61 Mil.
----------------------------------------------------------------
R.H. Donnelley Corporation (NYSE: RHD), a leading publisher of
yellow pages directories, announced a net loss to common
stockholders of $1.2 million or $0.04 per share for the third
quarter of 2003.

Excluding purchase accounting and other adjustments related to the
Sprint Publishing & Advertising acquisition and related financing
described within the attached Schedules, R.H. Donnelley's adjusted
third quarter 2003 net income before preferred dividends was $29.0
million or $0.71 per share. The Company also announced free cash
flow in the quarter of $92.2 million, bringing year-to-date free
cash flow to $218.2 million. Cash flow from operations in the
quarter was $94.6 million, with year-to-date cash flow from
operations of $226.1 million.

At September 30, 2003, the Company's balance sheet shows a working
capital deficit of about $40 million, and a total shareholders'
equity deficit of about $61 million.

"It has been only nine months since our acquisition of SPA and I
am pleased to report that we are well ahead of schedule on cash
flow generation, debt repayment and integration," said David C.
Swanson, Chairman and Chief Executive Officer. "Particularly
noteworthy, during the third quarter we completed the systems
integration effort, which is a critical component of our
integration plan and which represented the riskiest element of our
overall integration process. This enables RHD to realize synergies
ahead of schedule and to accelerate efforts to establish one
operating philosophy supported by common processes and management
reporting systems."

              Third Quarter - Reported GAAP Results

Third quarter net revenue was $89.3 million compared to $21.4
million last year. Expenses including depreciation and
amortization were $71.1 million compared to $16.2 million last
year. Operating income before partnership income was $18.2 million
compared to operating income of $5.2 million last year.
Partnership income was $32.6 million for the quarter versus $40.8
million reported last year, which included $6.4 million of income
from the CenDon partnership. Total operating income for the
Company in the quarter was $50.8 million versus operating income
of $46.0 million last year.

          Third Quarter Results - Including Adjustments
                     and Non-GAAP Measures

Publication sales for RHD's Sprint-branded directories during the
third quarter were $160.3 million, up 2.2% from adjusted pro forma
publication sales of $156.8 million last year. Publication sales
represent the total billable value of advertising in directories
that published in the period. Results benefited from publications
in two major markets, Las Vegas and southwest Florida.

Adjusted revenue in the quarter was $142.5 million, essentially
unchanged from third quarter adjusted pro forma revenue of $142.3
million in 2002. Adjusted expenses were $83.8 million compared to
$83.3 million of adjusted pro forma expenses for the same period
last year. Because of differences between legacy Sprint and RHD
accounting policies, third quarter expenses are not strictly
comparable. Expenses recognized this quarter continue to show
improvement in bad debt and paper costs. Third quarter expenses
also reflect a $5.0 million expense related to the corporate
office relocation to Raleigh, offset by favorable adjustments to
bad debt expense related to prior year directories of $6.5 million
and to print and paper accruals of $2.3 million.

Adjusted operating income before partnership income was $58.7
million compared to adjusted pro forma operating income before
partnership income of $59.0 million last year. Partnership income
from DonTech was $32.6 million, down 5.2% from $34.4 million
reported last year. (DonTech operating results are described
below.) As a result, total adjusted operating income for the
Company was $91.3 million compared to pro forma operating income
for last year's third quarter of $93.4 million. Adjusted EBITDA
for the quarter was $107.9 million compared to adjusted pro forma
EBITDA of $109.6 million last year. Interest expense for the
quarter was $45.5 million compared to adjusted pro forma interest
expense for last year's third quarter of $46.2 million, reflecting
lower interest rates and a lower average debt balance.

                     DonTech Operating Results

Publication sales at DonTech were $64.2 million for the quarter, a
decrease of 3.7% compared to $66.7 million last year.

Calendar sales for DonTech, which represent the value of actual
sales contracts signed in the period, were $110.2 million in the
quarter, down 4.3% from $115.1 million last year. The Chicago
area, in particular, continues to suffer from weak economic
conditions, depressed new business start-ups and intense local
media competition. Partnership income from DonTech for the third
quarter 2003 was $32.6 million, down 5.2% from $34.4 million
reported last year, driven by the decline in calendar sales.

The Company does not report revenue from DonTech, rather only its
share of DonTech's income and revenue participation income from
SBC Communications (NYSE: SBC), which are both based on DonTech's
calendar sales and reported collectively as partnership income.
DonTech is a perpetual partnership between R.H. Donnelley and SBC
Communications to sell yellow pages advertising in Illinois and
northwest Indiana.

                      Third Quarter Cash Flow

The Company generated cash flow from operations of $94.6 million
in the quarter. Free cash flow (cash flow from operations less
capital expenditures and software investment) was $92.2 million or
$2.26 per share for the third quarter. Cash flow used in investing
activities was $2.4 million, comprised of capital expenditures and
software investment.

Net cash used in financing activities was $86.4 million in the
quarter, comprised of $91.0 million of debt repayment less
proceeds from stock option exercises of $4.6 million.

On September 30, 2003, net debt was $2,109.5 million, a decrease
of $96.8 million from net debt of $2,206.3 million at June 30,
2003. For the nine months, the Company has repaid $219.7 million
of acquisition-related debt.

                       Integration Update

During the third quarter, the Company completed the conversion of
SPA's publishing and information systems to RHD's Raleigh
platform. More than 20 million records were successfully
converted, significantly ahead of the original schedule. All of
the 260 directories that comprise the Sprint markets are now sold,
produced, billed and supported by a common system. "Completing
this complex and challenging project represents a pivotal
milestone in the overall integration project, and puts the
riskiest component of the integration behind us," said Swanson.
"While we are proud of this accomplishment, there is still much
work to be done to complete the remaining phases of the
integration. We are now focused on training employees on the use
of the newly installed systems, rolling out common incentive-based
pay plans to all sales-related employees and implementing best
demonstrated business practices throughout the Company."

                            Outlook

Similar to other local media businesses, the Company has yet to
see a decided return of momentum in local advertising placements
in many of the Company's markets. The Company continues to expect
full year 2003 publication sales growth of approximately 1.0% for
the Sprint-branded directories, which should translate into flat
reported revenue for the year. Full year DonTech calendar sales
and partnership income are now expected to be down 2 to 3 percent,
versus earlier guidance of flat to down slightly.

Nevertheless, the Company is increasing guidance for 2003 adjusted
EBITDA to approximately $407 million from $400 million, primarily
due to continued improvements in bad debt expense and paper costs
as well as realized synergies and lower costs attributable to
integration activities. Expectations for full-year reported
operating income are increased to approximately $87 million from
$80 million, which includes depreciation and amortization expense
of approximately $65 million. Guidance for adjusted operating
income is increased to approximately $342 million from $335
million. The Company is also increasing guidance for 2003 full
year free cash flow to $230 million from $195 million, reflecting
the higher EBITDA, positive trends in working capital, lower cash
interest expense, and lower capital expenditures. As stated last
quarter, the Company does not expect to pay any cash taxes in
2003. The forecast for cash flow from operations for the full year
is increased to approximately $247 million from $215 million.
Consequently, the net debt balance at year-end 2003 is expected to
be below $2.1 billion.

The Company is adjusting its previously stated expectations for
2003 adjusted EPS to $2.50 from $2.25 and free cash flow per share
to approximately $5.69 from approximately $4.80. On a reported
basis, the Company expects the 2003 net loss to improve to $3.65
per share, from the previous estimate of $3.95.

                   Comparative Financial Results

As a result of the SPA acquisition, the related financing and
associated accounting, 2003 and 2002 results reported in
accordance with GAAP are not comparable, nor do they reflect the
Company's underlying operational or financial performance.
Accordingly, management is presenting several non-GAAP financial
measures in addition to results reported in accordance with GAAP
in order to better communicate underlying operational and
financial performance and to facilitate comparison of 2003
performance with 2002 adjusted pro forma results. While the
adjusted pro forma results presented reasonably represent results
as if the two businesses had been combined for the full year 2002,
because of differences between current and historical accounting
policies, management does not believe these results are strictly
comparable to 2003 on a quarterly basis.

The primary 2003 adjustments were recognition of pre-acquisition
deferred revenue and deferred expenses that are not reportable
under GAAP due to purchase accounting requirements but that absent
purchase accounting would have been recognized during the periods
presented and exclusion of preferred dividends related to a
beneficial conversion feature (BCF) in connection with preferred
stock issued to finance the acquisition. The 2002 adjustments give
pro forma effect to the SPA transaction as if it occurred on
January 1, 2002, and also exclude non-cash preferred dividends
associated with the BCF.

See the Company's Current Report on Form 8-K filed with the SEC on
May 2, 2003 for further details regarding the adjustments and non-
GAAP financial measures and also the Company's Current Report on
Form 8-K filed with the SEC on July 23, 2003 for disclosure of all
quarterly 2002 as adjusted pro forma results and reconciliations
to 2002 reported GAAP amounts. All non-GAAP financial measures are
reconciled to the most comparable GAAP reported results within
attached Schedule 9.

                    Investor and Analyst Meeting

The Company will host a meeting for analysts and investors on
Thursday, November 20, 2003, at the New York Stock Exchange.
Attendance is by invitation only. If you would like to attend or
seek more information, please call 914-933-3178 or e-mail
invest@rhd.com. The meeting and management presentations will be
from 9:00 a.m. until noon and will be webcast (with video) live at
http://www.rhd.com  

R.H. Donnelley is a leading publisher of yellow pages directories
which publishes 260 directories under the Sprint Yellow Pages(R)
brand in 18 states, with major markets including Las Vegas,
Orlando and Lee County, Florida. The Company also serves as the
exclusive sales agent for 129 SBC directories under the SBC Smart
Yellow Pages(R) brand in Illinois and northwest Indiana through
DonTech, its perpetual partnership with SBC. Including DonTech,
R.H. Donnelley serves more than 250,000 local and national
advertisers. For more information, please visit R.H. Donnelley at
http://www.rhd.com  


R.J. REYNOLDS: Class Action Stay Prompts Fitch to Remove Watch
--------------------------------------------------------------
Fitch Ratings has affirmed and removed R.J. Reynolds Tobacco
Holdings, Inc. from Rating Watch Negative following the Illinois
Supreme Court's granting a stay of the Turner 'lights' cigarettes
class action against R.J. Reynolds Tobacco, and the announcement
to combine its operations with Brown & Williamson. Fitch rates
RJR's guaranteed senior notes and bank credit facility 'BB+' and
senior notes 'BB'. The Rating Outlook is Negative. Rated debt is
approximately $1.7 billion.

RJR and British American Tobacco plc (BAT, senior unsecured rated
'A-' by Fitch) announced a definitive agreement to combine the
assets and operations of their U.S. businesses, RJRT and B&W to
form Reynolds American Inc., which will be a new publicly-traded
holding company. RJR shareholders will own 58% of the equity and
BAT will own the remaining 42%. In addition, RJR will pay BAT $400
million in cash to acquire the stock of Lane Limited, a subsidiary
that manufactures and distributes tobacco products. The
anticipated closing of this transaction is the first half of 2004,
pending the necessary approvals.

RJRT and B&W will combine to form the second largest U.S. tobacco
company, with about $10 billion in annualized revenues and over
30% share of U.S. cigarette sales. B&W will transfer to RJRT cash
equal to B&W's accrued Master Settlement Agreement liability,
which fluctuates during the year but on average is $750 million,
at closing. In addition, B&W will be indemnified by RJRT for
historical and prospective litigation relating to its U.S.
business. No incremental debt is involved in B&W's asset transfer.
Reynolds American's annual dividend is expected to be
approximately 75% of net income and share repurchases are not
expected to be substantial.

Overall, the transaction is viewed positively and the combined
companies should be better able to minimize or compensate for
industry issues in the highly promotional and competitive U.S.
tobacco industry. Reynolds American, with greater scale and cost
efficiencies, also is expected to compete more effectively with
the market leader. A primary driver of the lower cost structure
for Reynolds American is the potential for $500 million of annual
synergies within two years of the closing. These cost savings are
beyond the $1 billion R.J. Reynolds plans to achieve by year end
2005, of which at least $350 million is expected to be realized in
2003.

The Rating Outlook is Negative because of continued heavy
promotional expenditures, competition from other premium brands as
well as deep discount brands, and consumption declines, possibly
at accelerated levels. Also of concern is the execution risk of
implementing a large scale restructuring and a significant
business combination simultaneously. RJR's ratings rely upon
maintenance of conservative financial policies and a high degree
of liquidity to manage the uncertainties surrounding the current
tobacco operating environment and tobacco-related litigation.
Separately, while RJR's announced trademark and goodwill
impairment charges significantly reduce equity, they do not impact
cash flow.


REGUS BUSINESS: Court to Consider Plan on November 12, 2003
-----------------------------------------------------------
By Order dated September 25, 2003, the U.S. Bankruptcy Court for
the Southern District of New York approved the Disclosure
Statement prepared by Regus Business Centre Corp., and its debtor-
affiliates with respect to their Joint Plan of Reorganization.

The Court found that the Disclosure Statement contained the right
kind and amount of information for creditors to make informed
decisions whether to accept or reject the Debtors' Plan.  The Plan
is now in creditors' hands and they are making those decisions.

Creditors must return their ballots by Nov. 5, 2003.  A hearing to
consider confirmation of the Plan is scheduled for Nov. 12, 2003,
at 11:00 a.m., Eastern Time, before the Honorable Adlai S. Hardin,
Jr.

Any objection to the confirmation of the Plan must be filed with
the Clerk of the Bankruptcy Court before October 31, 2003, with
copies served on:

        1. Counsel for the Debtors
           Pillsbury Winthrop LLP
           One Battery Park Plaza
           New York, NY 10004
           Attn: Karen Dine, Esq.

        2. Counsel for the Creditors' Committee
           Kaye Scholer LLP
           425 Park Avenue
           New York, NY 10022
           Attn: Richard Smolev, Esq.
                 Benjamin Mintz, Esq.

Regus Business Centre Corp., filed for chapter 11 protection on  
January 14, 2003 (Bankr. S.D.N.Y. Case No. 03-20026).  When the
Debtors filed for protection from its creditors, it listed debts
and assets of:

                               Total Assets:    Total Debts:  
                               -------------    ------------
Regus Business Centre Corp.    $161,619,000     $277,559,000  
Regus Business Centre BV       $157,292,000     $160,193,000
Regus PLC                      $568,383,000      $27,961,000  
Stratis Business Centers Inc.      $245,000       $2,327,000


RELIANCE: Liquidator Gets Nod to Sell RNIC (Europe) to Omni
-----------------------------------------------------------
M. Diane Koken, Insurance Commissioner of Pennsylvania, in her
official capacity as Liquidator of Reliance Insurance Company,
sought and obtained the Commonwealth Court's approval for the Sale
and Purchase Agreement of the Entire Issued Capital of Reliance
National Insurance Company (Europe) Limited with the Omni
Whittington Group.

Reliance National (UK) Limited is a wholly owned subsidiary of
RIC.  RNUK owns all the shares of RNICE.  The Liquidator wants to
sell all of the shares of RNICE to Omni Whittington Investments
(Guernsey) Limited.

                          Backgrounder

It was negotiated that Omni would pay to RNUK for the RNICE
shares:

   (a) GBP1,000,000 at closing;

   (b) 90% of the first GBP5,000,000 in dividends or
       distributions from the future run-off;

   (c) 80% of the second GBP5,000,000 in dividends or
       distributions;

   (d) 70% of the third GBP5,000,000 in dividends or
       distributions;

   (e) 60% of the fourth GBP5,000,000 in dividends or
       distributions; and

   (f) 40% of all in dividends or distributions thereafter.

Under this arrangement, if Omni distributes just GBP10,000,000,
RNUK would receive GBP9,500,000 -- GBP1,000,000 +
0.9(GBP5,000,000) + 0.8(GBP5,000,000).  Omni would only have to
distribute or dividend a little over GBP12,150,000 for RNUK to
realize the GBP11,000,000 that was initially offered.  Both RIC
and Omni believe that there will be total distributions of at
least GBP12,150,000 -- of which RNUK will receive GBP11,000,000,
counting the initial payment -- and that the total distributions
likely will be greater.

Under the arrangement therefore, RNUK will receive these amounts
assuming various levels of distributions and dividends:

(In Millions)

Distributed                                  Total to be
Amount        RNUK Share   Initial Payment   Received by RNUK
-----------   ----------   ---------------   ----------------
   GBP5        GBP4.5           GBP1.0          GBP5.5
     10           8.5              1.0             9.5
     15          12.0              1.0            13.0
     20          15.0              1.0            16.0
     25          17.0              1.0            18.0
(Reliance Bankruptcy News, Issue No. 42; Bankruptcy Creditors'
Service, Inc., 609/392-0900)     


RESMED INC: Reports Better September 2003 Quarter Performance
-------------------------------------------------------------
ResMed Inc. (NYSE: RMD) announced record revenue and income
results for the quarter ended September 30, 2003.  

Revenue for the quarter was $72.9 million, an increase of 24% over
the quarter ended September 30, 2002.  Income from operations and
net income for the September 30, 2003, quarter increased to $19.0
million and $12.2 million respectively, an increase of 22% and
28%.  Earnings per share (on a diluted basis) for the quarter
ended September 30, 2003, was $0.35, an increase of 25%, compared
to the September 2002 quarter.  Gross margin was 64.7%, increasing
from 62.4% in the June 2003 quarter, and above the September 2002
quarter's margin of 64.3% reflecting improved expense control and
product mix.

Selling, general and administration (SG&A) costs for the quarter
were $22.2 million, an increase of $4.4 million or 25%, over the
same period in fiscal 2002.  The increase in SG&A related
primarily to an increase in selling and administration personnel
to meet expanding opportunities in the sleep-disordered breathing
market.  SG&A expenditure as a percentage of revenue was 30% in
the September quarter, consistent with the same period in fiscal
2002.

Research and development expenditure, at approximately 8% of
revenues, increased during the three months ended September 30,
2003, to $6.0 million from $4.4 million in the quarter ended
September 30, 2002.  The increase of 37% in R&D outlays reflects
ResMed's continuing commitment to clinical research and product
development, particularly in the evolving cardiovascular area.  We
expect to continue to spend approximately 8% of our revenues on
R&D during the rest of this fiscal year.

Inventory, at $56 million, increased compared to June 2003 levels,
primarily reflecting the beginning of an inventory build to buffer
stocks before the Company relocates its Australian manufacturing
facility.  The move is expected to occur in the third quarter of
this fiscal year.  Accounts receivable days sales outstanding, at
69 days, improved by 3 days, compared to the September 2002
quarter.

Peter C. Farrell, Ph.D., Chairman and Chief Executive Officer,
commented, "These excellent profit and revenue results for the
September quarter reflect our continuing strong sales and profit
growth.  Operating cash flow for the September quarter was $12.6
million.  This was impressive, particularly in light of our
inventory build.  Domestic sales increased by 22% over the
September 2002 quarter to $34.7 million, reflecting continued
healthy domestic demand for our sleep-disordered breathing
products.  International sales increased by 26% over the September
2002 quarter to $38.2 million, reflecting growth in all major
markets, in particular Japan, as well as a stronger Euro."

Dr. Farrell also commented, "This quarter also saw the release of
our new AutoSet Respond unit in the United States, as well as --
in most major markets -- our new bilevel unit, the VPAPIII, plus
our new Ultra Mirage Full Facemask. We are excited about, not only
these new products, but also the release, during our second fiscal
quarter, of our revolutionary Activa nasal interface. Our recent
clinical trials showed that the Activa performs better than any
other mask we have yet produced.  Finally, we released our channel
management product, known as Boomerang Web, which is a web-based
software solution. Boomerang Web allows our customers to enhance
both patient care and inventory management.  We are excited by all
these new product offerings, which continue our track record of
delivering innovative sleep-disordered breathing products to the
global marketplace."

Dr. Farrell concluded, "During this quarter, as previously
reported, we came to an agreement with Respironics which resolved
our long-standing patent disputes.  We are grateful to have this
behind us and look forward to putting our resources to more
productive activities.  Finally, on the cardiac front, we jointly
presented, with Guidant Corporation, a symposium on sleep-
disordered breathing and heart failure, at the September meeting
in Las Vegas of the Heart Failure Society of America.  We were
pleased to host some 350 cardiologists, who turned out to learn
more about the connection between cardiovascular disease and
sleep-disordered breathing."

We continue to believe that the market for sleep-disordered
breathing products will continue to grow annually at approximately
20% over the next 12-18 months.  We also believe that our annual
revenue growth will meet or exceed this market growth rate,
excluding the impact of any non-recurring issues, such as the
recent SARS epidemic.

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


RESORTS INT'L: Results Improvement Continued in Third Quarter
-------------------------------------------------------------
Resorts International Hotel and Casino, Inc. (S&P, B Corporate
Credit Rating, Stable), which owns and operates Resorts Atlantic
City, a casino/hotel in Atlantic City, NJ, reported its operating
results for the third quarter and nine months ended September 30,
2003.

Earnings before interest, taxes, depreciation, and amortization
for the third quarter were $11.1 million as compared to $13.3
million in the year-earlier quarter. For the nine months ended
September 30, 2003, Resorts' EBITDA was $26.9 million as compared
to $32.0 million in the prior year period.

Income from operations for the quarter was $10.4 million as
compared to $10.9 million in the third quarter of 2002. For the
nine months ended September 30, 2003, Resorts' income from
operations was $20.4 million as compared to $26.3 million for the
same period of 2002.

The decline in results for the nine months ended September 30,
2003 is attributable to several factors, including unfavorable
weather conditions during the winter months and continuing into
the second quarter, increased competition in the Atlantic City
gaming market with the opening of the Borgata in July 2003, and
the continuation of the sluggish economy. Additionally, the
closing of Resorts' 166-room Atlantic City tower in September 2002
with the associated loss of room and slot inventory has impacted
results. The Atlantic City tower was demolished to make room for a
new hotel tower and casino expansion.

"Although the results for the third quarter were down as compared
to last year, the decrease was anticipated, especially in light of
the new competition in the Atlantic City market," stated Nicholas
L. Ribis, Vice Chairman. "Given our reduced room inventory and
gaming capacity as a result of our hotel development project,
which hinders our current ability to compete effectively in the
market, our performance during the quarter was what we had
expected. The construction on the new hotel tower project
continues to proceed on schedule and budget."

Gaming revenues for the quarter were $64.2 million, compared to
$71.8 million for the comparable 2002 quarter. Net revenues for
the quarter were $60.3 million, compared to $65.3 million in the
prior year. For the nine months ended September 30, 2003, gaming
revenues were $183.3 million, while in the same period of 2002
gaming revenues were $202.3 million. Net revenues for the first
nine months of 2003 were $171.4 million, compared to $184.9
million during the same period of 2002.

In the third quarter, Resorts generated net income of $3.5 million
versus net income of $2.7 million in the comparable 2002 quarter.
Included in the third quarter results is the reversal of
approximately $3.0 million of amortization expense related to
discounts on funds previously deposited with the Casino
Reinvestment Development Authority in below market interest
bearing instruments. This reversal resulted from the receipt from
the CRDA of $9.1 million of previously deposited funds as
reimbursement for costs incurred for the construction of the new
hotel tower. For the nine months ended September 30, 2003, Resorts
earned net income of $3.1 million as compared to net income of
$5.5 million for the comparable 2002 period. In addition to the
revenue results noted above, this decline is also the result of an
increase in interest expense of $1.1 million in the nine months
ended September 30, 2003, principally caused by the issuance in
March 2002 of the $180 million 11-1/2% First Mortgage Notes due
2009. Included in the results for the nine months ended
September 30, 2002 is a $3.4 million charge resulting from the
retirement of Resorts' previous debt upon issuance of the First
Mortgage Notes.

Development of Resorts' new hotel tower commenced in the summer of
2002. To make room for the new tower, in September 2002 Resorts
closed and subsequently demolished its existing 166-room Atlantic
City Tower together with a simulcast facility and slot parlor
located at the foot of the old tower. The simulcast facility has
been relocated and a portion of the 161 slot machines in the
Atlantic City Tower slot parlor have been added to the main floor.
Completion of the new tower is scheduled for the second quarter of
2004. The project, when completed and upon approval of the New
Jersey Casino Control Commission, will add approximately 400 rooms
and 700 slot machines over present levels.


ROUGE INDUSTRIES: Taps Rust Consulting as Claims & Notice Agent
---------------------------------------------------------------
Rouge Industries, Inc., and its debtor-affiliates tell the U.S.
Bankruptcy Court for the District of Delaware to employ a claims
and noticing agent in these help the Debtors ease the sheer volume
of notices to be distributed in these cases.

In this regard, Rust Consulting, Inc., a data processing firm that
specializes in claims processing, noticing, and other
administrative tasks in Chapter 11 cases, will be engaged to:

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

        - the Section 341(a) Notice;

        - the bar date notice;

        - notice of objections to claims;

        - notice of hearings on a disclosure statement and
          confirmation of a plan of reorganization; and

        - such other miscellaneous notices as the Debtors or the
          Court may deem necessary or appropriate for an orderly
          administration of these Chapter 11 cases;

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

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

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

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

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

Richard Redfern, President of Rust Consulting reports that his
firm's professional hourly rates range from:

          Principal Consultation       $250 per hour
          Senior Consultant            $150 to $175 per hour
          Technical Consultant         $50 to $175 per hour
          Project Manager              $100 to $150 per hour
          Supervisory Staff            $50 to $100 per hour
          Support Staff                $40 to $50 per hour

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.


SAFETY-KLEEN CORP: Sues 34 More Vendors to Recover Preferences
--------------------------------------------------------------
The Safety-Kleen Debtors bring more avoidance actions against
various creditors. The Debtors demand the return of payments made
within the 90-day period prior to the Petition Date, because of
the alleged preferential effect of these transfers.  The Debtors
contend they were insolvent at the time of the transfers.  As a
result, these creditors received more than each would have
received if:

    -- these cases were liquidating under Chapter 7 of
       the Bankruptcy Code,

    -- the transfers had not been made, and

    -- each creditor received a distribution from the
       resulting bankruptcy estate.

In contrast, the Debtors complain that they received less than a
reasonably equivalent value in exchange for the transfers.

If a creditor refuses to return the transfers, the Debtors ask the
Court to disallow that creditor's claims against their estates.

The Debtors seek the return of these payments from these
creditors:

            Creditor                               Amount
            --------                               ------
     Acid Products, Inc.                          $115,989
     Alvarez Trucking                              289,631
     Automatic Data Processing, Inc.               189,966
     BB&A/AD-Dimensions                            402,712
     Central Steel & Wire Company                  132,851
     Chemcentral Corporation                       672,780
     Circom, Inc.                                  205,984
     CIT Group                                     208,121
     Cleveland Steel Container Corporation         138,103
     Comark, Inc.                                   97,665
     Compuware Corporation                         222,356
     Crescent Electric Supply, Inc.                171,846
     Elf Atochem North America, Inc.               216,033
     Great Lakes Peterbilt GMC Trucks              369,017
     Hector L. Garcia, Inc.                        131,324
     International Equipment Logistics             199,691
     J.A.M. Distributing Company                    95,537
     Keane, Inc.                                   168,275
     Latitude Communications, Inc.                  95,747
     MT Pulaski Products, Inc.                     208,850
     Network Associates, Inc.                       95,824
     Newton Machine Company, Inc.                  175,500
     Nipsco Energy Services                        400,326
     Pangraph Inc.                                 231,539
     Perkin Elmer Instruments, Inc.                249,193
     Pilliod Meeting Planning Inc.                 136,106
     Pitney Bowes Credit Corporation               223,695
     R.B. Manufacturing Company, Inc.               97,460
     Radisson Hotels International, Inc.           172,590
     Schneider National                            200,000
     Self Industries, Inc.                         135,752
     Tech Spray, Inc.                              124,161
     The Hotz Group of Companies                   131,985
     Vesco Oil Corporation                         200,027
     
These suits are transferred for disposition to Judge Judith K.
Fitzgerald, ending Judge Walsh's involvement in these adversary
proceedings. (Safety-Kleen Bankruptcy News, Issue No. 67;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    


SENIOR HOUSING: Elects Frederick N. Zeytoonjian to Board
--------------------------------------------------------
On October 27, 2003, Senior Housing Properties Trust's Board of
Trustees elected Frederick N. Zeytoonjian to fill the vacancy on
the Board and on the Audit Committee created by the resignation on
that date of Arthur G. Koumantzelis, as a trustee.

Mr. Koumantzelis had been a trustee and member of the Audit
Committee since the Company became a public company in 1999.

Mr. Zeytoonjian (age 68) is the founder and has been Chairman and
Chief Executive Officer of Turf Products Corporation, one of the
largest distributors of lawn care equipment in the United States,
for over five years. Mr. Zeytoonjian is also a trustee of HRPT
Properties Trust, a publicly owned real estate investment trust
which owns office buildings. Senior Housing Properties Trust was
spun off from HRPT Properties Trust in 1999. HRPT Properties Trust
currently owns 12,809,238 of Senior Housing Properties Trust's
common shares of beneficial interest, which constitutes
approximately 22% of the total common shares outstanding.

Mr. Zeytoonjian is a trustee in Group III of the Company Board of
Trustees and his term of office will expire at the 2005 annual
meeting of shareholders. Mr. Zeytoonjian is one of the independent
trustees within the meaning of the Company's bylaws; that is,
trustees who are not involved in the day to day activities or
employed by Reit Management & Research LLC, the Company's
investment manager.

Senior Housing Properties Trust (S&P, BB- Corporate Credit Rating,
Stable Outlook) is a real estate investment trust, or REIT, which
invests in senior housing properties, including apartment
buildings for aged residents, independent living properties,
assisted living facilities and nursing homes.


SOLECTRON CORP: Subpar Profits Prompt S&P to Downgrade Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Solectron Corp. to 'B+' from
'BB-' and removed the ratings from CreditWatch where they were
placed on June 20, 2003. In addition, Standard & Poor's lowered
its bank loan rating on the company to 'BB-' from 'BB' and lowered
the subordinated rating to 'B-' from 'B'. The outlook is stable.

"The downgrade reflects subpar operating profitability relative to
Solectron's peers in the highly competitive electronics
manufacturing services industry, despite several restructuring
efforts," said Standard & Poor's credit analyst Emile Courtney.

Milpitas, California-based Solectron, which has a top-tier
position in the electronics manufacturing services industry, had
about $3.1 billion of debt outstanding at August 2003.

The company's 2003 restructuring effort focuses on reducing high-
cost manufacturing locations in North America and Europe and
includes a 20% reduction in manufacturing facilities and a 16%
headcount reduction. Solectron is also in the process of divesting
several noncore businesses, from which the company expects to
generate proceeds for debt repayment.

"Although balance-sheet improvements are expected from debt
repayments and divestiture proceeds and Solectron has made modest
progress restructuring its operations and rationalizing selling
expenditures, we expect the company's operating margins before
depreciation and amortization to be lower than previous
expectations over the intermediate-term," Mr. Courtney said. "This
is primarily because of inefficient asset utilization and a shift
in product mix toward lower-margin products."


SPHERION CORP: Combines Technology & Professional Recruiting Biz
----------------------------------------------------------------
Spherion Corporation (NYSE:SFN) announced the appointment of Eric
Archer as president of its newly formed professional services
organization. Spherion is combining its Technology Services Group
and Professional Recruiting Group under one umbrella organization.
The combined organization will provide staffing and recruiting
services through a single branch network that specializes in
placing professionals in several disciplines including information
technology, accounting and finance and legal.

Spherion president and chief operating officer Roy Krause
commented: "A key goal of this combination is to provide an
integrated approach to professional staffing that will benefit
both clients and candidates. Spherion will have greater reach
through an expanded network of offices and expects to leverage the
business models and natural synergies that exist between the two
groups to increase sales and profitability. This latest strategic
decision is part of the Company's plan to build a stronger
organization that competes as an integrated company to drive
profitable growth and superior client service."

Archer has more than 20 years of recruitment experience, most
recently serving as president of Spherion Professional Recruiting
Group. In that role, Archer was responsible for managing the
operations, profitability and strategic direction of the business
unit. Prior to joining Spherion in 1998, Archer was the managing
director of Norrell Financial Staffing. Archer also founded and
managed Accounting Resources, Inc., a leading accounting staffing
company in the New England region. Archer will continue to report
directly to Roy Krause.

"Eric has a proven track record of sales and operations
management. Under his leadership, Spherion's Professional
Recruiting Group has achieved six consecutive quarters of
sequential revenue growth during a challenging economic
environment. He has the leadership and expertise required to
extend his success to this now larger business unit to drive
improved operating results and create greater opportunities for
employees in the combined businesses," Krause concluded.

As part of the realignment, Wayne Mincey, president of Spherion
Technology Services Group, will be leaving the Company.

Spherion Corporation (S&P, B+ Corporate Credit Rating, Negative)
provides recruitment, technology and outsourcing services. Founded
in 1946, with operations in North and Central America, Europe and
Asia/Pacific, Spherion helps companies efficiently plan, acquire
and optimize talent to improve their bottom line. To learn more,
visit http://www.spherion.com


SPECTRX INC: Shoos-Away Ernst & Young and Taps Eisner as Auditor
----------------------------------------------------------------
On October 17, 2003, the Audit Committee of the Board of Directors
of SpectRx, Inc., unanimously approved the engagement of the
accounting firm of Eisner LLP as its new independent public
accountants effective immediately. Also on October 17, 2003, the
Company's Audit Committee unanimously agreed to dismiss Ernst &
Young LLP.

The report of Ernst & Young LLP on the consolidated financial
statements of the Company, for the year ended December 31, 2002
included an explanatory paragraph pertaining to an uncertainty
regarding the ability of the Company to continue as a going
concern.

In connection with the audit of the Company's financial statements
for the year ended December 31, 2002 and in the subsequent interim
period from January 1, 2003 through and including October 17,
2003, there was one disagreement between the Company and its
auditors, Ernst & Young LLP, on a matter of accounting principle
or practices, consolidated financial statement disclosure, or
auditing scope and procedures, which, if not resolved to the
satisfaction of Ernst & Young LLP would have caused Ernst & Young
LLP to make reference to the matter in its report. During the
review of the Company's unaudited financial statements for the
quarter ended March 31, 2003, the Company and Ernst & Young LLP
disagreed on the amount of gain to be recognized from the sale of
the BiliChek line of business. The Audit Committee of the Board of
Directors also discussed the subject matter of this disagreement
with Ernst & Young LLP. The issue was resolved to the satisfaction
of Ernst & Young LLP. The Company has authorized Ernst & Young LLP
to respond fully to inquiries of the successor accountant
concerning the subject matter of this disagreement.


TANGER FACTORY: Sept. Quarter Results Show Marked Improvement
-------------------------------------------------------------
Tanger Factory Outlet Centers, Inc. (NYSE: SKT) reported net
income for the three months ended September 30, 2003 was $3.5
million, or $0.33 per share, compared to $2.3 million, or $0.22
per share for the third quarter of 2002, representing a 52.5%
increase in total net income and a 50.0% per share increase. For
the nine months ended September 30, 2003, net income was $8.0
million, or $0.72 per share, compared to $5.8 million, or $0.55
per share for the first nine months of 2002, representing a 37.1%
increase in total net income and a 30.9% per share increase.

Funds from operations, a widely accepted performance measure of a
Real Estate Investment Trust, for the three months ended September
30, 2003, was $11.9 million, or $0.87 per share, as compared to
FFO of $10.3 million, or $0.84 per share, for the three months
ended September 30, 2002, representing a 15.3% increase in total
FFO and a 3.6% per share increase. For the nine months ended
September 30, 2003, FFO was $33.1 million, or $2.47 per share, as
compared to FFO of $28.6 million, or $2.38 per share, for the nine
months ended September 30, 2002, representing a 15.8% increase in
total FFO and a 3.8% per share increase.

                     Third Quarter Highlights

* 95% period-end portfolio occupancy rate

* Same-space sales increased 6.3% for the three months ended
  September 30, 2003

* 32 leases signed, totaling 97,555 square feet

* As of September 30, 2003, 78% of the 1,070,000 square footage
  originally scheduled to expire during 2003 has renewed

* Rental rates on new stores opening were 24% higher than rental
  rates on stores closing during the quarter

* $303 per square foot in reported same-space tenant sales for the
  rolling twelve months ended September 30, 2003

* 35,000 square foot, 100% leased expansion space completed and
  opened in Sevierville, Tennessee

* 39.7% debt-to-total market capitalization ratio as of
  September 30, 2003 compared to 49.2% as of September 30, 2002

* 2.9 times interest coverage ratio for the third quarter of 2003
  compared to 2.6 times for the third quarter of 2002

* $0.615 per share in quarterly common dividends declared ($2.46
  annualized)

Stanley K. Tanger, Chairman of the Board and Chief Executive
Officer, commented, "Our third quarter results came in as expected
and our tenants continue to perform well with same space sales
increasing 6.3% during the quarter and averaging $303 per square
foot for the twelve months ended September 30, 2003. While the
announced transaction to acquire the Charter Oak portfolio is
exciting, our team will also keep focused on our goals of
increasing traffic, sales and occupancies at all of our centers."
Portfolio Operating Results

During the third quarter of 2003, the average initial base rental
rate for new stores opened was $20.32, representing an increase of
$3.93 or 24% over the rent paid by stores that closed during the
same quarter. In addition, for the first nine months of 2003,
Tanger has executed 265 leases, totaling approximately 1.1 million
square feet, with a 1.2% increase in base rental revenue per
square foot on a cash basis as compared to the previous base
rental revenue associated with that space. Through the first nine
months of 2003, the Company has renewed 78% of the 1,070,000
square footage originally scheduled to expire during 2003 as
compared to 80% of the 935,000 square feet scheduled to expire at
this time last year.

Reported same-space sales per square foot for the three months
ended September 30, 2003, increased by 6.3%, as compared to the
three months ended September 30, 2002. For the rolling twelve
months ended September 30, 2003 sales were $303 per square foot,
representing a 3.6% increase compared to $293 per square foot for
the rolling twelve months ended September 30, 2002. Same- space
sales is defined as the weighted average sales per square foot
reported in space open for the full duration of the comparative
periods.

                    Investment Activities

During the third quarter of 2003, Tanger opened an additional
35,000 square foot, 100% leased expansion at its outlet center in
Sevierville, Tennessee. The estimated cost of the expansion was
$4.0 million, with an expected return in excess of 13%. Including
this latest expansion, the Sevierville center totals approximately
419,000 square feet.

On October 3, 2003 Tanger entered into a definitive agreement for
the acquisition of the Charter Oak Partners' portfolio of nine
factory outlet centers totaling approximately 3.3 million square
feet. Tanger and an affiliate of Blackstone Real Estate Advisors
have formed a limited liability company to acquire the portfolio
as a joint venture. Tanger will own one- third and Blackstone will
own two-thirds of the joint venture. Tanger will be paid a fee to
provide operating, management, leasing and marketing services for
the properties. The purchase price for this transaction is $491
million, including the assumption of approximately $187 million of
debt. Closing is expected to take place during the fourth quarter
of 2003.

Additionally, Tanger is currently underway with a 79,000 square
foot, third expansion at its outlet center in Myrtle Beach, South
Carolina. The estimated cost of the expansion is $9.7 million, and
the company currently expects to complete the expansion with
stores commencing operations during the summer of 2004. The
center, which has been developed and is managed and leased by
Tanger, is owned through a joint venture of which the Company owns
a 50% interest. Accordingly, the capital investment by Tanger for
the third phase will be approximately $1.7 million with an
expected return in excess of 20%. Upon completion of the
expansion, the Myrtle Beach center will total approximately
403,000 square feet.

                     Balance Sheet Summary

As of September 30, 2003, Tanger had a total market capitalization
of approximately $825 million, with $327 million of debt
outstanding, equating to a 39.7% debt-to-total market
capitalization ratio. This compares favorably to a total market
capitalization of approximately $705 million with $347 million of
debt outstanding on September 30, 2002. The Company had a 49.2%
debt-to- total market capitalization ratio as of September 30,
2002. During the third quarter of 2003, Tanger reduced its debt
outstanding by $5.3 million. As of September 30, 2003, the Company
had $7.3 million outstanding with $77.7 million available on its
unsecured lines of credit. The Company continues to improve its
interest coverage ratio, which was 2.9 times for the third quarter
of 2003, as compared to 2.6 times interest coverage in the same
period last year.

                    FFO Per Share Guidance

Based on current market conditions, the strength and stability of
its core portfolio and the Company's ongoing development,
expansion and acquisition pipeline, Tanger currently believes its
FFO for the fourth quarter of 2003 will range between $0.97 to
$.99 per share and, based on the actual nine months FFO of $2.47
per share, plus the anticipated fourth quarter, its FFO for the
current year will range between $3.44 and $3.46 per share. Tanger
currently expects to provide guidance for next year after the
closing of the Charter Oak portfolio acquisition.

Tanger Factory Outlets, Inc. (NYSE: SKT) (S&P, BB+ Corporate
Credit Rating, Stable), a fully integrated, self-administered and
self-managed publicly traded REIT, presently operates 33 centers
in 20 states coast to coast, totaling approximately 6.2 million
square feet of gross leasable area. For more information on
Tanger, visit http://www.tangeroutlet.com   


TEMBEC INC: S&P Affirms Ratings & Revises Outlook to Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on
diversified pulp, paper, and wood products producer Tembec Inc. to
negative from stable. At the same time, all ratings on the
company, including the 'BB' long-term corporate credit rating,
were affirmed.

"The revision stems from concerns that Tembec will be unable to
significantly improve credit ratios from very weak current levels
in the near term, and the company could be challenged to average
levels commensurate with the ratings category through the cycle,"
said Standard & Poor's credit analyst Clement Ma. Although the
economy has shown signs of improving, there are doubts about the
legitimacy of the recovery and the extent and speed that it will
translate into stronger pulp and paper consumption in 2004.
Furthermore, any recovery will be partially offset by a sustained
strong Canadian dollar; however, the company is less exposed than
many of its Canadian competitors due to its significant hedging
program.

The ratings on Tembec reflect its highly cyclical revenue exposure
and currently aggressive debt levels that have resulted in very
weak financial performance through the bottom of the current
cycle. These risks are partially offset by the company's
competitive cost structure in certain segments; the aggressive,
yet measured, growth strategy; and the degree of revenue
diversity.

Tembec's performance continues to fluctuate because of its
exposure to pulp, the most volatile forest product. Performance
through the current cycle has been exceptionally weak as the
company experienced pricing pressure across all its primary
product lines, exacerbated by punitive lumber duties on its
softwood lumber exports to the U.S. The benefits of acquisitions
and cost-cutting initiatives of recent years, which were supposed
to mitigate the cyclical effects of forest product prices and
improve profitability through the cycle, have not yet fully
materialized in the company's results.

Although pulp prices have strengthened in 2003, including an
increase of US$15 per tonne recently to US$565 per tonne, the
benefits have been offset by the strength of the Canadian dollar
relative to the U.S. dollar and Euro. The company has an active
hedging program that reduces the company's exposure; however, the
net currency effect has still lowered Canadian dollar sales
realizations and reduced margins across all business lines.
Despite the positive price trends in 2003 in segments like pulp
and newsprint, further improvement is contingent on an underlying
recovery in paper consumption. At present, the prospects for a
quick recovery in 2004 appear unlikely.

The outlook is negative. Although the company has sufficient
liquidity to manage through the current downturn, Tembec's credit
measures will remain very weak in the near term, and the company
could be challenged to average targets of 4.0x EBITDA to interest
coverage and between 15%-20% funds from operations to total debt,
that are expected of the 'BB' rating. A further weakening in
market conditions or failure to make progress toward strengthening
credit measures in the near term will result in a downgrade.


U.S. STEEL: Third-Quarter Net Loss Skyrockets to $349 Million
-------------------------------------------------------------
United States Steel Corporation (NYSE: X) reported a third quarter
2003 net loss of $349 million, or $3.42 per diluted share after
preferred stock dividends, compared with a net loss of $49
million, or 51 cents per diluted share after preferred stock
dividends, in second quarter 2003. Net income was $106 million, or
$1.04 per diluted share, in the third quarter of 2002.

The company reported a third quarter 2003 loss from operations of
$687 million, compared with income from operations of $42 million
in the second quarter of 2003, and income from operations of $140
million in the third quarter of 2002. The third quarter 2003 loss
included a $618 million pre-tax workforce reduction charge related
to the company's ongoing operating and administrative cost
reduction programs, $113 million of which will impact near-term
cash. This charge consists of the following:

- $408 million in pension and other postretirement curtailment and
  termination losses in connection with union workforce reductions
  under the Transition Assistance Program (TAP), other
  retirements, layoffs and pending asset dispositions,

- $113 million for payments under the TAP and for layoff
  unemployment benefits provided to non-represented employees, and

- pension settlement losses of $97 million due to a high level of
  retirements of salaried employees in connection with the ongoing
  review of administrative costs.

Third quarter 2003 pre-tax results also included an asset
impairment charge of $46 million resulting from a pending non-
monetary asset exchange with International Steel Group (ISG),
which is expected to close in the fourth quarter. This asset
impairment charge and the workforce reduction charge detailed
above were not allocated to segment results and, after applying
the statutory tax rate of 35 percent, increased the net loss by
$30 million, or 29 cents per share, and $402 million, or $3.89 per
share, respectively.

Excluding these items and other unallocated items in the prior
quarters, U. S. Steel's reportable segments as well as Other
Businesses reported a segment loss from operations of $23 million,
or $4 per ton, in the third quarter of 2003, compared with income
of $6 million, or $1 per ton, in second quarter 2003, and income
of $135 million, or $35 per ton, in the third quarter of 2002.
Management uses segment income from operations to evaluate company
performance because management believes that items which are not
allocated to segment results will not be indicative of ongoing
operating results. Management also believes that this measure of
performance is useful to investors because it enables them to make
meaningful comparisons between reporting periods.

Segment results for the third quarter of 2003 declined from the
second quarter primarily as a result of lower income from European
operations due to lower average realized prices, shipments and
utilization rates; approximately $20 million in costs associated
with the August electrical grid power outage, which interrupted
operations in Michigan and Ohio; a $10 million charge to impair
receivables from other steel companies which have sought
protection under bankruptcy laws; and lower Tubular results due to
continued weak markets for oil country tubular goods. These were
somewhat offset by the full-quarter inclusion of the acquired
National Steel assets and lower costs for scheduled repair
outages.

U. S. Steel Chairman and CEO Thomas J. Usher said, "Despite the
challenges reflected in third quarter results, we have made
significant progress toward achieving our goal of annual
repeatable cost savings in excess of $400 million by the end of
2004. We continue to successfully integrate the assets acquired
from National Steel; we have reduced our domestic union and non-
union workforce by approximately 4,200; and we are implementing a
new administrative structure designed to significantly reduce
costs while making the company more responsive and flexible in
reacting to changing business conditions."

At the time of the National acquisition in May, domestic employees
at U. S. Steel and National totaled 28,000. As a result of the
implementation of the new labor agreement, the elimination of
redundant personnel following the acquisition, efforts to reduce
domestic administrative costs and the sale of the coal business,
U. S. Steel reduced domestic employment to 23,800 as of September
30, 2003. This number will decline further over the next several
months as the company completes the TAP reductions, continues to
reduce administrative costs and completes the asset exchange with
ISG. This may result in additional workforce reduction charges.

Effective with the third quarter of 2003, the Flat-rolled segment
includes the results of coke operations at Clairton Works and Gary
Works, which were previously reported in Other Businesses. This
change reflects our recent management consolidations. Comparative
results for 2002 and prior quarters of 2003 have been conformed to
the current presentation. Also, on September 12, 2003, U. S. Steel
Balkan d.o.o., a wholly owned Serbian subsidiary of U. S. Steel,
acquired Sartid a.d. (In Bankruptcy) and certain of its
subsidiaries. Effective with this acquisition, the U. S. Steel
Kosice segment began including the operating results of USSB and
was renamed U. S. Steel Europe. Prior to September 12, 2003, this
segment included the operating results of activities under
facility management and support agreements with Sartid.

Net interest and other financial costs in the third quarter
included a favorable adjustment of $13 million related to interest
accrued for prior years' income taxes. In addition, an adjustment
to prior years' taxes provided a tax benefit of $14 million. These
adjustments had a favorable effect on earnings per share of 25
cents.

U. S. Steel's liquidity at September 30, 2003, totaled $1.23
billion, virtually unchanged from June 30, 2003.

Looking ahead to the fourth quarter, shipments and prices for the
Flat- rolled segment are expected to remain about the same versus
the third quarter. Fourth quarter results will be negatively
affected by approximately $40 million in pre-tax costs for several
major planned facility outages. For full-year 2003, Flat-rolled
shipments are expected to exceed 13.0 million tons. U. S. Steel
has announced price increases of $30 per ton for sheet products
and 4 percent for tin products effective January 5, 2004.

The Tubular segment is expected to realize slight improvements in
shipments and prices in the fourth quarter compared to the third
quarter. Full year shipments are expected to be approximately
900,000 tons and will be impacted by continued weak oil country
tubular goods markets. The quench and temper line at Lorain Pipe
Mills commenced operation early in the third quarter and should
reach full production capability during the fourth quarter.

USSE fourth quarter shipments are expected to increase moderately
from the third quarter of 2003 and shipments for the full year are
projected to be approximately 4.8 million net tons, excluding
effects of an ongoing strike which began in October at facilities
in Serbia. USSE is expecting a slight increase in the fourth
quarter 2003 average realized price as compared to third quarter,
and has announced a price increase of 20 euros per metric ton for
all flat-rolled products effective January 1, 2004.

Pension costs for domestic defined benefit plans are expected to
be approximately $50 million for the fourth quarter 2003, an
increase of about $25 million from the third quarter, excluding
third quarter charges of approximately $440 million connected with
workforce reductions. In addition, other postretirement benefit
expense is expected to be approximately $40 million in the fourth
quarter, an increase of about $5 million from the third quarter,
excluding third quarter charges of approximately $65 million
related to workforce reductions.

United States Steel Corporation (S&P, BB- Corporate Credit Rating,
Negative) is engaged domestically in the production, sale and
transportation of steel mill products, coke and taconite pellets
(iron ore); steel mill products distribution; the management of
mineral resources; the management and development of real estate;
engineering and consulting services; and, through U. S. Steel
Kosice in the Slovak Republic and U. S. Steel Balkan, d.o.o. in
Serbia, in the production and sale of steel mill products and coke
primarily for the central and western European markets. As
mentioned in Note 5, effective June 30, 2003, U. S. Steel is no
longer involved in the mining, processing and sale of coal.

On May 20, 2003, U. S. Steel acquired substantially all the
integrated steelmaking assets of National Steel Corporation. The
aggregate purchase price was $ 1,269 million, consisting of $839
million in cash and the assumption or recognition of $430 million
in liabilities. The $839 million in cash reflects $844 million
paid to National at closing and transaction costs of $29 million,
less a working capital adjustment of $34 million in accordance
with the terms of the Asset Purchase Agreement. The receivable
recorded for the $34 million working capital adjustment is
expected to be collected in the fourth quarter 2003. Results of
operations include the operations of National from May 20, 2003.

On September 12, 2003, USSB, an indirect wholly owned Serbian
subsidiary of U. S. Steel, acquired Sartid a.d. (In Bankruptcy),
an integrated steel company majority-owned by the Government of
the Union of Serbia and Montenegro, and certain of its
subsidiaries out of bankruptcy. The aggregate purchase price was
$34 million consisting of a $23 million payable, cash transaction
costs of $6 million and the recognition of $5 million in
liabilities. $21 million of this payable was disbursed in October
and the remainder is expected to be disbursed in the fourth
quarter 2003. Results of operations include the results of Sartid
beginning September 12, 2003. Prior to September 12, 2003, the
operating results of activities under facility management and
support agreements with Sartid were included in USSK's results.

In the third quarter of 2003, U. S. Steel recorded curtailment
expenses of $310 million for pensions and $64 million for other
postretirement benefits related to employee reductions under the
Transition Assistance Program for union employees (excluding
former National employees retiring under the TAP), other
retirements, layoffs and pending asset dispositions. Termination
benefit charges of $34 million were recorded for supplemental
pension benefits provided to U. S. Steel employees retiring under
the TAP. $336 million of these charges were recorded in cost of
revenues and $72 million were recorded in selling, general and
administrative expenses. Further charges of $105 million for early
retirement cash incentives related to the TAP, excluding amounts
associated with former National employees, were recorded in cost
of revenues. Selling, general and administrative expenses for the
nine months of 2003 and nine months of 2002 also include pretax
settlement charges of $97 million and $10 million, respectively,
related to retirements of salaried personnel. Selling, general and
administrative expenses in the third quarter of 2003 also included
$8 million for an accrual for salaried benefits under the layoff
benefit plan.

On June 30, 2003, U. S. Steel completed the sale of the mines and
related assets of U. S. Steel Mining Company, LLC to a newly
formed company, PinnOak Resources, LLC, which is not affiliated
with U. S. Steel. The gross proceeds from the sale were $57
million, of which $50 million was received at closing and $7
million is expected to be received in the fourth quarter 2003, and
resulted in a pretax gain of $13 million. In addition, EITF 92-13,
"Accounting for Estimated Payments in Connection with the Coal
Industry Retiree Health Benefit Act of 1992" requires that
enterprises that no longer have operations in the coal industry
must account for their entire obligation related to the
multiemployer health care benefit plan created by the Act as a
loss in accordance with Statement of Financial Accounting
Standards (SFAS) No. 5, "Accounting for Contingencies."
Accordingly, U. S. Steel recognized the present value of these
obligations in the amount of $85 million. This resulted in the
recognition of an extraordinary loss of $52 million, net of tax of
$33 million.

On September 30, 2003, U. S. Steel and International Steel Group
Inc. reached an agreement to exchange the assets of U. S. Steel's
plate mill at Gary Works for the assets of ISG's No. 2 pickle line
at its Indiana Harbor Works. As a result of this non-monetary
exchange, which is expected to close before the end of the year,
U. S. Steel recognized in the third quarter 2003 a pretax
impairment charge of $46 million, which is recorded in
depreciation, depletion and amortization.


UNITED RENTALS: S&P Assigns B+ Rating on Sub. & Proposed Notes
--------------------------------------------------------------
On Oct. 28, 2003, Standard & Poor's Ratings Services affirmed its
'BB' corporate credit rating on United Rentals (North America)
Inc. and assigned its 'B+' subordinated debt rating to the
company's $125 million 1-7/8% senior subordinated convertible
notes due in 2023. The notes carry an option to issue an
additional $18.75 million in notes issued under Rule
144A with registration rights.

In addition, Standard & Poor's assigned its 'B+' subordinated debt
rating to URI's proposed $450 million senior subordinated notes
due in 2013 to be issued under Rule 144A with registration rights,
with an option to issue additional notes. The completion of the
proposed offering will be contingent upon URI obtaining an
amendment to its senior credit facility.

Proceeds will be used to repay approximately $400 million of
existing callable subordinated debt, with the balance used to
repay synthetic lease obligations.

"The refinancing improves URI's capital structure and financial
flexibility by extending its maturities and repaying lease
obligations that were due in 2006, while modestly lowering
interest expense." said Standard & Poor's credit analyst John
Sico.

The outlook is stable on Greenwich, Connecticut-based URI, the
largest provider of equipment rentals in the U.S. URI has
approximately $3 billion in debt outstanding.

Spending in its key end-market--nonresidential construction--
continues to be weak, down about 7% through 2003, while highway
spending also remains weak.

"Near-term prospects are dependent on a rebound in weak end-
markets and a reduction in fleet overcapacity," said Mr. Sico.
"Despite the near-term challenges as a result of the decline in
construction spending, longer-term prospects for URI include
increased penetration on large construction projects, increased
emphasis on high-reach equipment, good prospects for required
infrastructure spending, continued marketing efforts to increase
national accounts, and increased merchandise sales at URI's
branches."

Planned reductions in capital expenditures will age the fleet by
another five to six months through year-end 2003. URI is expected
to spend about $330 million in gross rental capital expenditures
in 2003, down from about $490 million in 2002. Offsetting
equipment sales of $120 million should put free cash flow at about
$260 million in 2003, which Standard & Poor's expects to be used
primarily to reduce debt in 2003.


WASHINGTON MUTUAL: Fitch Rates Class B-4 and B-5 Notes at BB/B
--------------------------------------------------------------
Fitch rates Washington Mutual Mortgage Securities Corp.'s  
mortgage pass-through certificates, series 2003-AR11, as follows.
        
        -- $554 million classes A-1 though A-6, X-1, X-2, and
           R senior certificates 'AAA';

        -- $5,978,000 class B-1 certificate 'AA';

        -- $4,270,000 class B-2 certificate 'A';

        -- $2,277,000 class B-3 certificate 'BBB';

        -- $854,000 class B-4 certificate 'BB';

        -- $854,000 class B-5 certificate 'B'.

Class B-6 certificate ($1,423,906) is not rated by Fitch. The
class B-4, B-5 and B-6 certificates are being offered privately.

The 'AAA' rating on senior certificates reflects the 2.75%
subordination provided by the 1.05% class B-1 certificate, 0.75%
class B-2 certificate, 0.40% class B-3 certificate, 0.15%
privately offered class B-4 certificate, 0.15% privately offered
class B-5 certificate and 0.25% privately offered class B-6
certificate. The ratings on the subordinate classes B-1 through B-
5 certificates are based on their respective subordination levels.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts. In addition, the ratings
reflect the quality of the mortgage collateral, strength of the
legal and financial structures, and Washington Mutual Mortgage
Securities Corp.'s servicing capabilities as master servicer.
Fitch currently rates Washington Mutual Bank, FA 'RMS2+' for
master servicing.

The mortgage loans provide for a fixed interest rate during an
initial period of approximately five years. Thereafter, the
interest rate will adjust annually based on the weekly average
yield on US Treasury Securities adjusted to a constant maturity of
one year (one-year CMT) plus a margin.

The trust is comprised of one group of 798 conventional, 30-year
5/1 hybrid adjustable-rate mortgage loans, with an aggregate
principal balance of $569,335,006. The loans are secured by first
liens on residential properties. Approximately 86.80% of the
mortgage loans have interest only payments scheduled during the
initial 5-year period, with principal and interest payments
beginning on the first interest rate adjustment date. The average
principal balance as of the cut-off date is $716,077. The weighted
average loan-to-value ratio is 62.2% and the weighted average FICO
score is 746. Cash-out and rate/term refinance loans represent
20.84% and 61.48% of the loan pool, respectively. The State of
California represents the largest portion of the mortgage loans
(69.72%). All other loans represent less than 5% of the loan pool.

The certificates are issued pursuant to a pooling and servicing
agreement dated Oct. 1, 2003 among Washington Mutual Mortgage
Securities Corp., as depositor and master servicer, and Deutsche
Bank National Trust Company, as trustee. For federal income tax
purposes, elections will be made to treat the trust fund as two
real estate mortgage investment conduits.


WHEELING-PITTSBURGH: Commences Nasdaq Trading under WPSC Symbol
---------------------------------------------------------------
Wheeling-Pittsburgh Corporation announced that its stock began
trading on the Nasdaq National Market. The stock ticker symbol is
WPSC.

"We are pleased that we are now listed on the Nasdaq," said James
G. Bradley, president and CEO. "This marks an important step in
our corporate journey as an independent company."

Wheeling-Pittsburgh Corporation, the parent company of Wheeling-
Pittsburgh Steel Corporation, is a metal products company with
3,100 employees in facilities located in Steubenville, Mingo
Junction, Yorkville, and Martins Ferry, Ohio; Beech Bottom and
Follansbee, West Virginia; and Allenport, Pennsylvania. The
company's Wheeling Corrugating Division has 16 plants located
throughout the United States.


WORLDCOM INC: Plan Confirmation Hearing Resumes Today
-----------------------------------------------------
On October 15, 2003, the Court heard evidence and oral argument
concerning the remaining objections to the Worldcom Debtors'
Second Amended Plan.  A common objection focused on the
classification of WorldCom General Unsecured Claims, MCI Pre-
merger Claims, and Ad Hoc MCI Trade Claims Committee Claims
together in one Class violated Section 1123(a)(4) of the
Bankruptcy Code.

On October 20, 2003, the Court held that the Plan's treatment of
Class 6 Claims 6 did not comply with the requirements of Section
1123(a)(4) of the Bankruptcy Code because the holders of MCI Pre-
merger Claims would "receive different treatment under the plan
[than the holders of WorldCom General Unsecured Claims] and all
of the other claimants in Class 6 have not consented to the less
favorable treatment as evidenced by the objections filed and the
inability of the Court to determine the basis of any 'No' votes
in Class 6."  The October 20th Ruling directed the Debtors to
separately classify WorldCom General Unsecured Claims and MCI
Pre-merger Claims.  The Court also indicated that separate
classification of the Claims held by the members of the Ad Hoc
MCI Trade Claims Committee "is preferable".

Additionally, the Court required the Debtors to either:

   -- resolicit Classes 6 and 6A, with Class 6A determined by a
      creditor election into that Class; or

   -- seek confirmation of the Second Amended Plan pursuant to
      Section 1129(b)(1) of the Bankruptcy Code with respect to
      Classes 6 and 6A, which would be deemed to reject.

On October 21, 2003, the Debtors advised the Court that they
would seek confirmation of the Plan under Section 1129(b).  On
the same day, the Debtors delivered plan modifications which
separate WorldCom General Unsecured Claims, MCI Pre-merger
Claims, and Ad Hoc MCI Trade Claims Committee Claims in Classes
6, 6A, and 6B.

Pursuant to the Modifications, each holder of an Allowed Class 6
WorldCom General Unsecured Claim will receive the same treatment
under the Plan consisting of:

     (i) 7.14 shares of New Common Stock for each $1,000 of such
         holder's Allowed WorldCom General Unsecured Claim; and

    (ii) Cash in an amount equal to 0.1785 multiplied by the
         Allowed amount of the WorldCom General Unsecured Claim.

Holders of Class 6A MCI Pre-merger Claims hold General Unsecured
Claims arising from pre-merger transactions or series of
transactions in which they relied on the separate
creditworthiness of a pre-merger MCIC entity.  Under the Plan,
each holder of an Allowed Class 6A MCI Pre-merger Claim will
recover 60.0% of the Allowed amount of such Claims consisting of:

     (i) 7.14 shares of New Common Stock for each $1,000 of that
         holder's Allowed MCI Pre-merger Claim; and

    (ii) Cash in an amount equal to 0.4215 multiplied by the
         Allowed amount of the MCI Pre-merger Claim.

The Claims of the Ad Hoc MCI Trade Claims Committee Claims are
separately classified in Class 6B solely for voting purposes and
not for treatment purposes.  Holders of Claims in Class 6B will
receive the same treatment as Class 6 creditors.  They will also
receive additional value from the contributions from the holders
of Claims in Classes 9 and 10.

If a holder of an MCI Pre-merger Claim is a member of the Ad Hoc
MCI Trade Claims Committee, then that holder's recovery will be
reduced by the amount received by that holder on account of such
Claim pursuant to the contributions from the holders of MCIC
Senior Debt Claims and MCIC Subordinated Debt Claims.  The
members of the Ad Hoc MCI Trade Claims Committee have consented
to this treatment.

Marcia L. Goldstein, Esq., Weil, Gotshal & Manges LLP, asserts
that the Modified Second Amended Plan satisfies Section 1129(b)
requirements.  No holder of Claims or interests junior to the
Claims in Classes 6 and 6A is receiving a distribution under the
Plan on account of such junior Claims or interests.  Thus, the
"fair and equitable" requirement is satisfied.  Ms. Goldstein
also notes that the different treatment provided to the various
Classes of unsecured Claims under the Plan is grounded on fair
and rational distinctions.  The enhanced recoveries provided in
the Plan to pre-merger creditors recognize the equities of their
reliance and prejudice arguments arising in connection with the
Plan's substantive consolidation.  The differentiation also takes
into account the legal rights of unsecured creditors arising from
intercreditor contractual subordination between the holders of
MCIC Senior Debt Claims and MCIC Subordinated Debt Claims, which
are also pre-merger Claims.

Ms. Goldstein reminds the Court that the Ad Hoc MCI Trade Claims
Committee has already agreed to support the Plan, as provided in
a stipulation the Ad Hoc MCI Trade Claims Committee entered into
with the Debtors and other creditor representatives.  Given this,
Class 6B is conclusively presumed to have accepted the Plan.  Ms.
Goldstein also points out that the original Class 6, which
included Class 6A Claims, overwhelmingly accepted the Plan.

                  Confirmation Trial Continues

The Confirmation trial on WorldCom's Chapter 11 plan resumes on
Thursday, October 30, 2003 before Judge Gonzalez in New York.  
The Debtors continue to negotiate settlements with various Plan
objectors to facilitate their exit from bankruptcy. (Worldcom
Bankruptcy News, Issue No. 41; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


* Pachulski Stang Moves New York Office to 780 Third Avenue
-----------------------------------------------------------
Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C., one of the
nation's leading bankruptcy specialty law firms, has relocated its
New York office to 780 Third Avenue.  The firm's new 10-year lease
provides 9,500 square feet, enabling the office to nearly double
its size and grow the office to better serve New York-area
clients.

"We are pleased that, in only two years of establishing a New York
presence, we have achieved such great success to warrant an
expansion," said William Weintraub, name partner of Pachulski
Stang and member of the New York office.  "This move will enable
us to build upon our already solid resources and client roster,
and prepare us for years of future growth in this community."

"With the continuing boom of corporate bankruptcies filed through
the New York court system, the firm recognizes the value of
maintaining and expanding our local operations," said Robert
Feinstein, managing shareholder of Pachulski Stang's New York
office.  "Our new facilities will not only be invaluable to our
resident attorneys, but also to our nationwide colleagues who
frequently visit us to handle New York business matters."

Pachulski Stang's New York office will occupy the 36th floor of
the building, which is located on the corner of 48th Street and
Third Avenue.  The new address will be 780 Third Avenue, 36th
Floor, New York, NY 10022.  The firm's current phone and fax
number will remain unchanged:  telephone 212-561-7700; fax 212-
561-7777.

Headquartered in Los Angeles, Pachulski, Stang, Ziehl, Young,
Jones & Weintraub P.C. -- http://www.pszyjw.com/-- numbers 80  
attorneys.  The firm was founded in 1983 and Mr. Weintraub opened
its San Francisco office in 1996. Its Wilmington office was
founded by Laura Davis Jones in 2000, and its New York office was
founded by Mr. Feinstein in 2001.


* DebtTraders' Real-Time Bond Pricing
-------------------------------------

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Federal-Mogul         7.5%    due 2004  14.5 - 16.5       0.0
Finova Group          7.5%    due 2009  43.5 - 44.5      +0.5
Freeport-McMoran      7.5%    due 2006  102.5 - 103.5     0.0
Global Crossing Hldgs 9.5%    due 2009  4.5 -  5.0       +0.25
Globalstar            11.375% due 2004  3.0 - 3.5        -0.5
Lucent Technologies   6.45%   due 2029  68.25 - 69.25    -0.75
Polaroid Corporation  6.75%   due 2002  11.0 - 12.0       0.0
Westpoint Stevens     7.875%  due 2005  20.0 - 22.0       0.0
Xerox Corporation     8.0%    due 2027  84.0 - 86.0      -1.5

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

                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

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