TCR_Public/031031.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, October 31, 2003, Vol. 7, No. 216   

                          Headlines

ADELPHIA BUSINESS: Court Approves 2nd Amended Discl. Statement
ADELPHIA COMMS: Wants Lease Decision Period Extended to Feb. 17
ADVANSTAR: Reports Losses & Declining Revenues in Third Quarter
AEROGEN: May Seek Bankruptcy Protection if Unable to Raise Funds
AIR CANADA: Board Clears Deutsche Bank Rights Offering Agreement

AMERCO: Equity Committee Gets Nod to Retain Providence Capital
AMERICAN PLUMBING: Signs-Up Winstead Sechrest as Attorneys
ANC RENTAL: Wants Court Nod to Modify Ernst & Young's Services
ARMSTRONG HOLDINGS: AWI Seeks Clearance for CCR Settlement Pact
ATLANTIC COAST: Says Mesa Air's Allegations Are Baseless

AVAYA: Names Mario Belanger as President of Canadian Operations
BANC OF AMERICA: Fitch Affirms Ratings on Series 2002-2 Notes
BOB'S STORES: Wants to Tap FTI Consulting for Financial Advice
COGENTRIX ENERGY: Unit Obtains New $192M Bank Credit Facility
CONSECO FINANCE: Court Disallows and Expunges 317 Claims

CONSECO INC: Stipulations Resolving 5 Claims Get Court Approval
CREDIT SUISSE: Fitch Affirms Six Note Classes with Low-B Ratings
CREST 2001-1 LTD: Fitch Affirms Class C Notes Rating at BB+
DEAN FOODS: Will Webcast Third Quarter Conference Call on Nov. 5
DOLLAR FIN'L: Proposed $200M Senior Notes Get S&P's B Rating

DURA AUTOMOTIVE: Weak Credit Measures Spur S&P to Affirm Rating
DURATEK INC: Q3 Liquidity Strained Despite Increasing Net Income
ENRON CORP: Auctioning-Off Papiers & St. Aurelie Units on Nov 10
EXIDE TECH: Unsecured Panel Retains Prof. Hotchkiss as Expert
FEDERALALPHA STEEL: Sachnoff & Weaver Serves as Attorneys

FMC CORPORATION: Posts $3.4 Million Third Quarter Net Loss
GENTEK: US Trustee & Latona Ink Pact Re Disgorgement of Payment
GLOBAL CROSSING: Seeks to Extend Plan Exclusivity to December 3
IMCO RECYCLING: September Working Capital Deficit Tops $62 Mil.
IMPERIAL PLASTECH: Will File Late Fin'l Statements on Nov. 30

INSITE VISION INC: Ernst & Young Cuts Professional Ties
IT GROUP: Maxey Flat Seeks Ownership & Access to Records
J. CREW INTERMEDIATE: Commences Exchange Offer for Senior Notes
KEY ENERGY: Secures New $175 Million Revolving Credit Facility
KINGSWAY: Closes $20M Private Placement of Preferred Securities

MAGELLAN HEALTH: Asks Court to Disallow & Expunge Various Claims
MANITOWOC: Directors Approve $0.28 Dividend Payable on Dec. 10
MERRILL LYNCH: S&P Assigns Prelim. Ratings to 2003-KEY1 Notes
METALS USA: Reports Profitable Third Quarter Results
MIRANT: Gets Go-Ahead for $500M DIP Financing Facility from GE

MOBILE MINI: Reports Improved Third Quarter Operating Results
NATIONAL WATERWORKS: Planned Dividend Earns S&P's Negative Watch
NBO SYSTEMS: Auditor Resigns over "Estimated Breakage" Concerns
NORFOLK SOUTHERN: September Working Capital Deficit Tops $570MM
NORTEL NETWORKS: Agrees with BellSouth to Expand Voice Solutions

NORTHWEST AIRLINES: Proposes $225MM Convertible Note Offering
NRG ENERGY: Creditors' Ballots Due on November 12, 2003
NUTRAQUEST: Has Until November 30 to File Schedules & Statements
OWENS CORNING: Wants $34.6Mil. Chase Manhattan Claim Disallowed
PAC-WEST TELECOMM: Third Quarter 2003 Net Loss Amounts to $4.3MM

PG&E: ET Debtors Ask to Extend Plan Filing Exclusivity to Mar. 5
POLYONE: Low-B Rated Company Reports 3rd Quarter 2003 Results
POLYONE CORP: Closes 2 Plants & Restructures Elastomers Business
PRIDE INTL: Hosting Third Quarter Earnings Conference Call Today
QUINTILES: Signs-Up Francois Charette  as Canadian Gen. Manager

ROLAND HOUSE: Robert E. Wright, Jr., Joins as New Executive VP
ROUGE INDUSTRIES: Seeks Nod to Hire Morris Nichols as Counsel
RUSSELL CORP: Realigns to Focus on Athletic and Activewear Biz
RUSSELL CORP: Will Pay Regular Quarterly Dividend on November 26
SAFETY-KLEEN: Secures Okay to Hire Morgan Lewis as Counsel

SAXON ASSET: Fitch Junks Series 1998-3 Class BF-3 Rating  
SEMCO ENERGY: 3rd Quarter Earnings Webcast Scheduled on Nov. 12
SHAW GROUP: S&P Affirms & Removes BB Credit Rating from Watch
SHAW GROUP: Raises $218 Million from Common Stock Offering
SHOPKO STORES: Names Matt Lynch as Senior Vice President & CIO

SITEL CORPORATION: Releases Third Quarter 2003 Results
TENFOLD CORP: Stockholders' Deficit Narrows to $11.5 Mil.
TOBACCO ROW: Hiring LeClair Ryan as Bankruptcy Attorneys
TRI-UNION: US Trustee Appoints Official Creditors' Committee
TURBOCHEF: Closes $13M Private Placement & Appoints New Mgt. Team

ULTRADATA SYSTEMS: Shoos Away Weinberg & Hires Webb as Auditor
US AIRWAYS: Asks Court to Compel Limbach to Reimburse Costs
US AIRWAYS: Reduces First Class Fares on Select Leisure Routes
WALTER IND: Board Declares Quarterly Dividend Payable Dec. 11
WCI STEEL: Bankruptcy Court Grants Final Nod on DIP Financing

WEIRTON STEEL: Gets Clearance for Workforce Reduction Program
WHEELING-PITTSBURGH: Gets Nod to Modify & Assume AMROX Contracts
WORLDCOM: Inks Stipulation Resolving Wells Fargo Claim Disputes
WORLDCOM/MCI: Increases Digex Tender Offer Price to $1 Per Share
WORLD HEART: Will Hold Q3 Results Conference Call on November 5

* E-Retailer Uses Permission Email Mktg to Get Out of Bankruptcy
* New Bankruptcy Court Fee Schedule Effective November 1, 2003

* BOOK REVIEW: Risk, Uncertainty and Profit

                          *********

ADELPHIA BUSINESS: Court Approves 2nd Amended Discl. Statement
--------------------------------------------------------------
Chief Financial Officer Ed Babcock reports that the Adelphia
Business Solutions Debtors received eight objections to their
Disclosure Statement from:

   (1) Adelphia Communications Corporation;

   (2) Bank of America, in its individual capacity and as
       administrative agent under a certain credit agreement
       dated April 14, 2000;

   (3) BellSouth Telecommunications, Inc.;

   (4) CIT Communications Finance Corporation;

   (4) John Rigas, Timothy Rigas, Michael Rigas, and James Rigas;

   (5) William Pulos;

   (6) Qwest Communications Corporation;

   (7) Verizon (the Telephone Operating Subsidiaries of Verizon
       Communications, Inc.); and

   (8) the Office of the United States Trustee.

On October 20, 2003, Judge Gerber conducted a hearing on adequacy
of the ABIZ Debtors' Disclosure Statement and the merits of the
objections.  To resolve the objection filed by ACOM, Bank of
America, BellSouth, CIT Communications, the Rigases, Qwest and
Verizon, the Court asked the ABIZ Debtors to resolve the
objections by the inclusion or deletion of language in the
Disclosure Statement.  Accordingly, the ABIZ Debtors filed their
Second Amended Plan and Disclosure Statement on October 22, 2003
to reflect the changes.  Copies of the ABIZ Debtors' Second
Amended Plan and Disclosure Statement are available at no charge
at:

   http://bankrupt.com/misc/2nd_Disclosure_Statement-Reorganization.pdf

                          and

   http://bankrupt.com/misc/2nd_Amended_Joint_Plan-Reorganization.pdf

Judge Gerber adjourns the U.S. Trustee's objection on consent to
the date of the hearing scheduled to consider the confirmation of
the Plan to allow discussions to occur that may resolve the
objection.  On the other hand, Mr. Polus' objection is overruled
as a matter of law to the extent it objected to the adequacy of
the financial information contained in the Disclosure Statement,
and having been preserved for consideration by the Court at the
Confirmation Hearing to the extent it raises other issues
relevant to the potential confirmation of the Plan;

After considering these facts, the Court determines that the
Second Disclosure Statement contains adequate information within
the meaning of Section 1125 of the Bankruptcy Code.  Thus, Judge
Gerber rules that  the Disclosure Statement and the Motion is
approved in its entirety.  In particular:

   (1) For purposes of voting and mailing of notices pursuant to
       this Order, October 16, 2003 will be the "Record Date"
       for the holders of claims in Classes 1A, 6, 7A, 7B, 7C,
       and 7D, as described in the Plan;

   (2) The Debtors will mail appropriate ballots (with
       instructions), substantially in the forms of the ballots
       (with instructions) annexed to the Motion, to each holder
       of a claim in the Voting Classes under the Plan;

   (3) Immediately, the Debtors will deposit or cause to be
       deposited in the United States mail, postage prepaid, a
       sealed solicitation package which will include:

       (a) notice of the confirmation hearing and related
           matters, setting forth the dates established
           for filing acceptances and rejections to the Plan, and
           filing objections to confirmation of the Plan, and the
           date and time of the Confirmation Hearing;

       (b) a copy of the Disclosure Statement, as approved by
           this Court;

       (c) a copy of this Disclosure Statement Order;

       (d) a Ballot (with instructions), in substantially the
           form approved by this Court; and

       (e) a letter from the co-proponents of the Plan,
           recommending acceptance of the Plan;

   (4) The Debtors will mail the Solicitation Packages to
       holders of claims, as of the Record Date, in the Voting
       Classes;

   (5) In lieu of mailing the Solicitation Package to holders of
       claims and equity interests in unimpaired classes or
       classes that are impaired but will receive no
       distribution under the Plan, the Debtors will deposit in
       the United States mail, postage prepaid, a Notice of Non-
       Voting Status, to each holder of a claim and equity
       interest in an unimpaired class or in a class that is
       impaired but will receive no distribution under the Plan;

   (6) The Debtors will cause the Confirmation Hearing Notice to
       be published once in The Wall Street Journal and the New
       York Times on a date not less than 25 calendar days prior
       to the Confirmation Hearing;

   (7) All persons and entities entitled to vote on the Plan
       will deliver their Ballots by mail, hand delivery, or
       overnight courier no later than 12:00 p.m. Eastern Time on
       December 1, 2003 to the applicable Voting Agent, or as
       otherwise indicated on the Ballot:

       (i) For Classes 6, 7C, and 7D:

           ADELPHIA BUSINESS SOLUTIONS, INC.
           INNISFREE M&A INCORPORATED
           501 Madison Avenue, 20th Floor
           New York, New York 10022

      (ii) For Classes 1A, 7A, and 7B:

           ADELPHIA BUSINESS SOLUTIONS, INC.
           BANKRUPTCY SERVICES, LLC
           757 Third Avenue, 3rd Floor
           New York, New York 10017

       Any Ballot received after a time will not be counted
       other than as provided for herein.  Ballots submitted by
       facsimile will not be counted;

   (8) The Debtors will have the ability to extend the Voting
       Deadline at the Debtors' sole discretion;

   (9) With respect to Ballots submitted by a holder of a claim:

       (a) any Ballot that is otherwise properly completed,
           executed, and timely returned to the Voting Agent that
           does not indicate an acceptance or rejection of the
           Plan will not be counted;

       (b) any Ballot that is returned to the Voting Agent
           indicating acceptance or rejection of the Plan but is
           unsigned will not be counted;

       (c) any Ballot transmitted by facsimile or email will not
           be counted;

       (d) whenever a creditor casts more than one Ballot voting
           the same claim prior to the Voting Deadline, only the
           last timely Ballot received by the Voting Agent will
           be counted;

       (e) if a creditor casts simultaneous duplicative Ballots
           voted inconsistently, then the Ballots will count as
           one vote accepting the Plan;

       (f) each creditor will be deemed to have voted the full
           amount of its claim except a creditor holding an
           unliquidated or contingent claim will be deemed to
           have voted in the amount of $1;

       (g) creditors will not split their vote within a class,
           thus each creditor will vote all of its claim within
           a particular class either to accept or reject the
           Plan;

      (h) any Ballot that partially rejects and partially accepts
          the Plan will not be counted; and

      (i) any Ballot received by the Voting Agent by facsimile,
          email, or other electronic communication will not be
          counted.

The Confirmation Hearing is scheduled for December 8, 2003 at
9:45 a.m. Eastern Time, at the Bankruptcy Court, Alexander
Hamilton Custom House, One Bowling Green, New York, New York.  
This hearing may be adjourned from time to time without further
notice other than an announcement of the adjourned dates at the
hearing and at any adjourned hearings.

Any objection to confirmation of the Plan must be filed with the
Clerk of the Bankruptcy Court, together with proof of service, no
later than 4:00 p.m., Eastern Time, on November 26, 2003, and
must be served on each of the persons concerned so as to be
received by them no later than 4:00 p.m., Eastern Time, on
November 26, 2003.  Objections to the confirmation of the Plan
must be in writing and contain:

   (1) the name and address of the objecting party and the amount
       of its claims or the nature of its interest; and

   (2) with particularity, the nature of its objection.  

Any confirmation objection not filed and served as under these
conditions will be deemed waived and may not be considered by the
Bankruptcy Court. (Adelphia Bankruptcy News, Issue No. 43;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ADELPHIA COMMS: Wants Lease Decision Period Extended to Feb. 17
---------------------------------------------------------------
Shelley C. Chapman, Esq., at Willkie Farr & Gallagher LLP, in New  
York, relates that as of the Petition Date, the Adelphia
Communications Debtors were party to numerous leases of
nonresidential real property.  The Unexpired Leases govern
property the Debtors used in the operation of their businesses and
include leases for office space, warehouses, payment centers,
earth stations, head-ends, tower sites and fiber hub sites.  The
Unexpired Leases may be valuable assets of the Debtors' estates or
may be integral to the continued operation of the Debtors'
businesses.

Since the Petition Date, Ms. Chapman notes that the Debtors have  
undertaken the process of analyzing their Unexpired Leases and  
determining which of them are critical to their operations and  
which are not necessary to their future business needs.  To date,  
the Debtors have rejected 43 Unexpired Leases through six  
motions.  During the coming months, the Debtors will continue to  
analyze their need for premises covered by the Unexpired Leases.   
However, the completion of this analysis requires an extension of  
time which will enable the Debtors to continue to evaluate the  
need for these locations in the context of the long-range  
business plan recently developed by senior management.

Thus far in these cases, Ms. Chapman relates that many of the  
Debtors' resources were devoted to moving these cases forward  
towards emergence from Chapter 11.  The Debtors recently prepared  
a detailed analysis of distribution priorities and a confidential  
long-range business plan, which, together, will lay the  
foundation for a plan or plans of reorganization.  The Debtors  
are taking other steps to move these cases along expeditiously.   

Nonetheless, much work remains to be done before the Debtors can  
emerge from Chapter 11.  To require the Debtors to make  
significant business decisions as to which of the Unexpired  
Leases will be needed for their reorganization effort at this  
time would be impractical and, more importantly, contrary to the  
best interests of the Debtors' estates and all creditors.  "The  
Debtors should not be forced to choose between losing valuable  
locations and assuming leases that ultimately should be  
rejected," Ms. Chapman remarks.  Accordingly, the Debtors require  
an extension to avoid what would be a premature assumption or  
rejection of the Unexpired Leases.

Accordingly, the ACOM Debtors ask the Court to extend their time  
to assume or reject all unexpired leases of nonresidential real  
property to February 17, 2004, pursuant to Section 365(d)(4) of  
the Bankruptcy Code.  

Ms. Chapman argues that extending the lease decision period would  
not prejudice the Lessors under the Unexpired Leases because:  

   (a) to the best of their knowledge, the Debtors are  
       substantially current on their postpetition rent
       obligations under the Unexpired Leases;  

   (b) the Debtors intend to continue to perform timely all of  
       their obligations under the Unexpired Leases as required  
       by Section 365(d)(3); and  

   (c) in all instances, individual Lessors may, for cause shown,  
       ask the Court to fix an earlier date by which the Debtors  
       must assume or reject an Unexpired Lease.   

Nonetheless, the Debtors reserve all of their rights respecting  
the Unexpired Leases, including, but not limited to, the right to  
determine whether or not the Unexpired Leases are in fact true  
leases.

                          *   *   *

The Court will convene a hearing on November 13, 2003 to consider   
the Debtors' request.  Accordingly, Judge Gerber extends the ACOM   
Debtors' lease decision period until the conclusion of that  
hearing. (Adelphia Bankruptcy News, Issue No. 43; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ADVANSTAR: Reports Losses & Declining Revenues in Third Quarter
---------------------------------------------------------------
Advanstar Communications Inc., a wholly owned subsidiary of
Advanstar, Inc., announced unaudited operating results for the
third quarter of 2003.

The company's publishing properties across most industry sectors
continue to show good year over year recovery from the media
advertising recession. Publishing for the technology and travel
sectors continues to be depressed.  Trade shows and conferences
are lagging in their recovery from the recession with performance
essentially flat through September across most of our industry
sectors.  Technology events continue to be depressed and in some
cases continue to decline.
    
Revenue for the third quarter of $76.1 million declined $5.3
million, or 6.5%, from $81.4 million in the third quarter of 2002.  
Adjusted EBITDA of $22.4 million declined $6.9 million, or 23.7%,
from $29.3 million in the third quarter of 2002.  Approximately
$3.5 million of the decline in revenue and $1.2 million of the
decline in Adjusted EBITDA were the results of changes in the
timing of trade shows relative to the timing of these shows in the
comparable period of 2002.  Adjusting for this timing difference,
revenue for the third quarter of 2003 declined $1.7 million, or
2.2%, and Adjusted EBITDA declined $5.8 million, or 20.5%,
respectively, from the third quarter of 2002.

Revenue for the first nine months of 2003 of $248.9 million
declined $5.2 million, or 2.0%, from $254.1 million for the same
period in 2002.  Adjusted EBITDA in the first nine months of 2003
of $75.2 million declined $3.9 million, or 5.0%, from Adjusted
EBITDA of $79.1 million in the first nine months of 2002.  
Approximately $3.7 million of the decline in revenue and $1.3
million of the decline in Adjusted EBITDA were the results of
changes in the timing of trade shows relative to the timing of
these shows in the first nine months of 2002.  Adjusted for the
timing of tradeshow events, revenue for the nine months ended
September 30, 2003 declined $1.5 million, or 0.6%, and adjusted
EBITDA declined $2.7 million, or 3.4%, respectively, from the
comparable period of 2002.
    
Net loss for the third quarter of $18.1 million increased $19.0
million from net income of $0.8 million in the third quarter of
2002.  Net loss for the first nine months of $16.8 million,
declined $85.5 million from a net loss of $102.2 million in the
first nine months of 2002.
    
Operating results including net income and Adjusted EBITDA for the
quarter and year-to-date are impacted by three significant items:
an insurance recovery of $2.4 million received in the third
quarter last year for trade show losses suffered in the terrorist
attacks of September 11, 2001; a $2.1 million restructuring charge
to consolidate our New York office in September 2003; and the
effect of show timing differences between comparable periods ($1.2
million for the third quarter of 2003 and $1.3 million for the
nine months of 2003), where several events shifted from the third
quarter in 2002 to the fourth quarter in 2003.  In aggregate,
these items contributed to the period to period decline by $5.7
million for third quarter and $5.8 million for the nine months of
2003.
    
Cash flows provided by operating activities for the third quarter
of $8.2 million decreased from $10.9 million in the third quarter
of 2002.  Cash flows provided by operating activities for the
first nine months of $20.6 million increased from $10.7 million in
the first nine months of 2002, due largely to a reduction in cash
interest expense and a favorable change in the timing of payments
on accounts payable, collections on accounts receivable and
collections of customer deposits related to future events.
    
In September 2003, we issued $70 million of Second Priority Senior
Secured Notes and received $50 million of equity contributions
from our parent company, Advanstar Inc., which was generated by
the sale of its parent company's common stock to the DLJ Merchant
Banking funds.  On October 1, 2003 we received an additional $10
million of equity contributions and paid $136 million in cash to
complete our acquisition of a portfolio of healthcare industry
magazines and related custom service projects from the Thomson
Corporation.

                  Quarterly Operating Summary
    
Revenue from trade shows and conferences declined $5.4 million, or
11.5%, to $41.6 million in the third quarter of 2003 from $47.0
million in the third quarter of 2002.  The decline in trade show
and conference revenue was attributable to a shift in the timing
of three events into the fourth quarter of 2003, declines in
events that serve the technology market, and the effect of holding
four fewer events serving the abilities, license and technology
markets.  Revenue for our fall MAGIC events increased
approximately $0.9 million, or 2.9%, compared to the 2002 events.  
Total square feet for our fall MAGIC event declined 5.6% compared
to the 2002 events, but was offset by increased pricing per square
foot, the launch of a new fabric event at our MAGIC show and an
increase in ancillary product sales.  Adjusted for timing of
events, total tradeshow revenue declined $1.9 million due
primarily to declines in events serving the technology markets.
    
Contribution margin from trade shows and conferences declined $5.1
million, or 18.2% to $23.0 million for the third quarter of 2003
from $28.1 million in the third quarter of 2002.  This decrease
was primarily due to the impact of an insurance recovery of
approximately $2.4 million we received in the third quarter of
2002 related to trade show losses resulting from the 9/11
terrorist attacks, declines in events serving the technology
markets, a shift in the timing of three events discussed above,
and the effect of holding four fewer events serving the abilities,
license and technology markets.
    
Revenue from publications increased $0.1 million, or 0.3% to $30.7
million in the third quarter of 2003 from $30.6 million in the
third quarter of 2002. The increase is due to the strong
performance of our publications serving our home entertainment,
automotive and beauty markets, our acquisition late in 2002 of
Healthcare Traveler and an increase in healthcare custom projects,
offset by a decline in advertising revenue for publications
serving the technology and travel markets.  Advertising pages
remained stable while revenue per page declined approximately 2.2%
in the third quarter of 2003 compared to the third quarter of
2002.  The decline in ad revenue was most heavily concentrated in
our magazines serving the technology and travel markets, as they
continue to suffer from the overall economic environment.
Advertising pages for the third quarter increased 10.6% across all
markets other than technology and travel, resulting in a 10.1%
increase in revenue in these other markets compared to the third
quarter of 2002.

Contribution margin from publishing increased $0.8 million, or
9.9%, to $9.1 million in the third quarter of 2003 from $8.3
million in the third quarter of 2002.  This increase was primarily
due to the strong performance of certain publication groups
discussed above, our acquisition of Healthcare Traveler in October
2002 and an increase in our healthcare custom project services,
partially offset by declines in our publications serving the
technology and travel markets.
    
Revenue from marketing services and other increased to $3.9
million in the third quarter of 2003 from $3.8 million in the
third quarter of 2002. Contribution margin from marketing services
and other decreased slightly to $0.9 million in the third quarter
of 2003 from $1.0 million in the third quarter of 2002.
    
General and administrative expenses increased $0.8 million, or
10.5%, to $8.5 million in the third quarter of 2003 from $7.7
million in the third quarter of 2002.  The increase is principally
due to the timing of certain compensation accruals between the
third quarter of 2002 compared to the third quarter of 2003.
    
In the third quarter 2003 we recorded a restructuring charge of
$2.1 million related to the consolidation of our midtown New York
leased office space from two floors to one floor.
    
Adjusted EBITDA of $22.4 million declined $6.9 million, or 23.7%,
from $29.3 million in the third quarter of 2002.  This decrease
was primarily due to the impact of an insurance recovery of
approximately $2.4 million we received in the third quarter of
2002, the $2.1 million third quarter 2003 charge related to the
consolidation of our New York leased office space and the $1.2
million impact of trade show timing discussed above.

              Year-to-date Operating Summary
    
Revenue from trade shows and conferences declined $6.0 million, or
4.1%, to $139.4 million in the first nine months of 2003 from
$145.4 million in the first nine months of 2002.  The decline in
trade show and conference revenue was partially attributable to a
shift in the timing of four events into the fourth quarter of
2003.  In 2003 we also held fewer events serving the beauty, e-
learning, abilities, licensing and technology markets.  These
declines were partially offset by strong performances of our trade
shows serving the fashion, art, home entertainment and powersports
markets, and the launch of new events in the art, beauty and
technology markets.  Revenue for our spring and fall MAGIC events
increased approximately $2.3 million, or 3.8%, compared to the
2002 events.   Total square feet for our MAGIC events declined
4.7% compared to the 2002 events but was offset by increased
pricing per square foot and an increase in ancillary product
sales.  Our trade shows serving the technology market continue to
suffer from the overall curtailment of marketing spending by
technology companies.  Revenue from our events serving the
technology market declined $8.1 million, or 23.1%, in the first
nine months of 2003 compared to the first nine months of 2002.  
For all of our markets except technology, total tradeshow square
feet declined 1.3% and revenue increased 1.5% in the first nine
months of 2003 over the same period of 2002.

Contribution margin from trade shows and conferences declined $6.2
million, or 7.8%, to $72.7 million for the first nine months of
2003 from $78.9 million in the first nine months of 2002.  This
decrease was primarily due to the impact of the $2.4 million
insurance recovery received in the third quarter of 2002, declines
in events serving the technology markets discussed above, a shift
in the timing of four events discussed above and the effect of
holding fewer events serving the beauty, e-learning, abilities,
licensing and technology markets.
    
Revenue from publications increased $1.5 million, or 1.5% to $97.8
million in the first nine months of 2003 from $96.3 million in the
first nine months of 2002.  The revenue increase was most heavily
concentrated in publications serving the beauty, healthcare, home
entertainment and automotive markets. Our acquisition in October
2002 of Healthcare Traveler also contributed to this increase.  
Our magazines serving the technology and travel markets continue
to suffer from the overall economic environment as advertising
pages continued to decline in these markets.  Advertising pages
increased 13.0% across all markets other than technology and
travel, resulting in a 13.9% revenue increase in these other
markets.

Contribution margin from publishing increased $3.6 million, or
13.4% to $30.3 million in the first nine months of 2003 from $26.7
million in the first nine months of 2002.  This increase was
primarily due to the strong performance of certain publication
groups discussed above and our acquisition of Healthcare Traveler
in October 2002, partially offset by declines in our publications
serving the technology and travel markets.
    
Revenue from marketing services and other declined $0.6 million,
or 5.2%, to $11.8 million for the first nine months of 2003 from
$12.4 million for the first nine months of 2002 due largely to
softness in classified and recruitment advertising.  Contribution
margin from marketing services and other decreased $1.2 million to
$2.0 million in the first nine months of 2003 from $3.2 million in
the first nine months of 2002 due to the decline in revenue and
increases in sales staff resources dedicated to developing our
small space advertiser page opportunities.

General and administrative expenses declined $0.6 million, or
2.3%, to $26.3 million in the first nine months of 2003 from $26.9
million in the first nine months of 2002.  The decline is
principally due to cost savings as a result of reductions in
personnel costs.
    
EBITDA for the first nine months of 2002 includes a non-cash
charge of $37.2 million related to a provision for notes and
advances to our affiliated dot.com company.  We have excluded this
charge in arriving at Adjusted EBITDA.  

Adjusted EBITDA in the first nine months of 2003 of $75.2 million
declined $3.9 million, or 5.0%, from Adjusted EBITDA of $79.1
million in the first nine months of 2002.  This decrease was
primarily due to the impact of an insurance recovery of
approximately $2.4 million we received in the third quarter of
2002, the $2.1 million third quarter 2003 charge related to the
consolidation of our New York leased office space and the $1.3
million impact of trade show timing discussed above, partially
offset by a reduction in funding of our affiliated dot.com company
operations.

Advanstar Communications Inc. (S&P, B Corporate Credit Rating,
Negative) is a worldwide business information company
serving specialized markets with high quality information
resources and integrated marketing solutions.  Advanstar has 115
business magazines and directories, 78 tradeshows and conferences,
numerous Web sites, and a wide range of direct marketing, database
and reference products and services. Advanstar serves targeted
market sectors in such industries as art, automotive, beauty,
collaboration/e-learning, CRM/call center, digital media,
entertainment/marketing, fashion & apparel, healthcare,
manufacturing and processing, pharmaceutical, powersports,
science, telecommunications and travel/hospitality.  The Company
has over 1,400 employees and currently operates from multiple
offices in North America, Latin America, Europe and Asia.  For
more information, visit http://www.advanstar.com


AEROGEN: May Seek Bankruptcy Protection if Unable to Raise Funds
----------------------------------------------------------------
Aerogen, Inc. (Nasdaq: AEGN) announced financial results for the
three months and nine months ended September 30, 2003.  The net
loss for the three months ended September 30, 2003 was $4.4
million, or $0.21 per share, compared with a net loss of $5.7
million, or $0.28 per share, for the same period in 2002.  The
decrease in net loss for the three months ended September 30, 2003
compared with the same period of 2002 was primarily the result of
lower operating expenses and improved product margins, partially
offset by lower interest income, increased interest expense and
other expense.  

The net loss for the nine months ended September 30, 2003 was
$12.3 million, or $0.60 per share, compared with $19.8 million, or
$0.98 per share, for the same period in 2002.
The decrease in net loss for the nine months ending September 30,
2003 compared with the same period of 2002 was primarily due to
lower operating expenses and increased product margins, partially
offset by lower interest income and increased interest expense.
    
Revenues for the three months ended September 30, 2003 were $0.5
million, compared with $0.7 million for the same period in 2002
and $1.1 million for the three months ended June 30, 2003.  
Product orders were lower for the three month period ending
September 30, 2003 than for the prior three month period due to
the completion of pipeline stocking during the first six months of
2003, cyclical purchasing patterns of Aerogen distribution
partners and to their expressed concerns regarding the Company's
near-term financial viability.  Revenues for the nine months ended
September 30, 2003 were $3.2 million compared with $1.0 million
for the same period in 2002.  The increase in revenues for the
nine month period ending September 30, 2003 was primarily due to
the increased sales of the Aeroneb(R) Professional Nebulizer
System and higher royalty revenues from a consumer products
company that has licensed Aerogen's aerosol generator technology.
    
Cost of products sold for the three months ended September 30,
2003 was $0.2 million, compared with $0.5 million for the same
period in 2002.  Cost of products sold for the nine months ended
September 30, 2003 was $1.7 million, compared with $1.0 million
for the same period in 2002.  Cost of products sold was 63% of
product sales for the three months ended September 30, 2003 and
64% for the nine months ended September 30, 2003.  In the three
months and nine months ended September 30, 2002, product margins
were negative.
    
Research and development expenses for the three months ended
September 30, 2003 were $2.9 million, compared with $3.8 million
for the same period in 2002.  Research and development expenses
for the nine months ended September 30, 2003 were $9.1 million,
compared with $13.7 million for the same period in 2002.  The
decrease in research and development spending was primarily due to
reduction in payroll expenses resulting from fewer employees,
suspension of development on the Aerodose(R) insulin inhaler
program, and completion of development of the clinical version of
the Aerodose respiratory inhaler, partially offset with spending
on a Phase 2 clinical trial in which amikacin was delivered by
aerosol to ventilated patients.

Selling, general and administrative expenses for the three months
ended September 30, 2003 were $1.5 million, compared with $2.2
million for the same period in 2002.  Selling, general and
administrative expenses for the nine months ended September 30,
2003 were $4.9 million, as compared with $6.5 million for the same
period in 2002.  The decrease in selling, general and
administrative expenses in the three and nine months ended
September 30, 2003, as compared with the same periods of 2002,
were primarily due to reduction in payroll expenses resulting from
fewer employees, decreased expenses associated with marketing and
selling products, and reductions in travel, partially offset by
increased legal expenses.

                       Financial Outlook
    
As of September 30, 2003, Aerogen had cash, cash equivalents and
short- term investments totaling $0.5 million, compared with $8.9
million at December 31, 2002.  Cash expenditures for the three
months and nine months ended September 30, 2003, net of cash
receipts on trade receivables, were approximately $2.1 million and
$9.3 million, respectively.  On September 11, 2003, Aerogen
received $950,000 in gross proceeds from SF Capital in connection
with the issuance of a convertible debenture and associated
warrants.   Since September 30, 2003, Aerogen has received an
aggregate of $2.5 million in payments from Medical Industries
America (MIA) in connection with the agreement announced in
October 2003 with MIA in relation to the Aeroneb(R) Go nebulizer.  
Subject to shareholder approval at the Special Meeting to be held
on October 30, 2003, SF Capital has agreed to an additional
investment of at least $500,000 up to a maximum of $2 million in a
second tranche of convertible debt with warrants on terms fully
described in Aerogen's Form 8-K, filed on October 7, 2003.  

As a result of our continued losses and current cash resources, we
will need to raise additional funds through public or private
financings, collaborative relationships or other arrangements
within the next few months in order to continue as a going
concern.  Collaborative arrangements, if necessary to raise
additional funds, may require us to relinquish rights to either
certain of our products or technologies or desirable marketing
territories, or all of these.  We are pursuing efforts to raise
such additional funds; however, if we are not successful, we may
have to curtail significantly, or cease entirely, our operations,
and/or seek bankruptcy protection.
    
"We are pleased to have announced in recent weeks, completion of a
convertible debt financing with SF Capital and a manufacturing and
marketing agreement with MIA for our new home nebulizer, the
Aeroneb(R) Go, for which 510(k) clearance is pending.  We continue
to move our commercial, clinical and R&D programs forward," said
Jane E. Shaw, Aerogen's Chairman and Chief Executive Officer.

Aerogen, a specialty pharmaceutical company, develops nebulizer
products based on its OnQ(TM) Aerosol Generator technology to
improve the treatment of respiratory disorders in the acute care
setting.  Aerogen also has development collaborations with
pharmaceutical and biotechnology companies for delivery via
nebulizers or inhalers of novel compounds that treat respiratory
and other disorders.  Aerogen currently markets products that
include the Aeroneb Professional Nebulizer System, for use in the
hospital, and the Aeroneb(R) Portable Nebulizer System, for home
use.  Aerogen's first drug product candidate in the acute care
setting, inhaled amikacin for pulmonary infections, is currently
in Phase 2 clinical trials.  Additional products are in the
feasibility and pre-clinical stages of development. Aerogen is
headquartered in Mountain View, California, with a campus in
Galway, Ireland. For more information, visit
http://www.aerogen.com.


AIR CANADA: Board Clears Deutsche Bank Rights Offering Agreement
----------------------------------------------------------------
Air Canada provides the following update on the airline's
restructuring under the Companies' Creditors Arrangement Act:

                 Deutsche Bank Rights Offering
              Agreement Receives Board Approval

At a meeting held Wednesday, Air Canada's Board of Directors
approved the previously announced agreement reached with Deutsche
Bank, whereby the bank will act as standby purchaser of a $350 -
$450 million rights offering to Air Canada's creditors conditional
on completion of the equity plan sponsor process.

    Equity Plan Sponsor Process
    ---------------------------

The Company is in the final stages of its equity plan sponsor
process and expects to receive binding proposals from Cerberus
Capital Management and Mr. Victor T.K. Li during the week of
November 3, 2003 with an announcement on the selection of the plan
sponsor during the week of November 10, 2003.

    Pension Deficit Funding Proposal
    --------------------------------

On October 27, 2003, Air Canada met with its pension stakeholder
representatives (ACPA, CALDA, CAW, CUPE, IAMAW, non-unionized
employees and all retirees) to present a revised funding proposal
for the current approximate $1.5 billion pension deficit. The
revised proposal, based on a   10-year repayment schedule, would
maintain benefits as they currently exist. At that meeting, which
was also attended by creditors, bondholders, representatives from
General Electric Capital Aviation Services, the Office of the
Superintendent of Financial Institutions (OSFI), the Ministry of
Finance, the Monitor and various financial and legal advisors, the
Company reiterated its commitment to the preservation of existing
defined benefits for beneficiaries. Creditors and bondholders
expressed their dissatisfaction with proposals previously made by
union representatives as well as the original framework document
prepared by OSFI.

The Company has asked all stakeholders, including the beneficiary
representatives and OSFI, to provide Air Canada with their views
on the company's revised proposal by October 31, 2003.

    Third Quarter Financial Results
    -------------------------------

The Company is currently completing its review of several complex
financial reporting issues, in particular relating to the
restructuring, including reorganization charges related to the
modification of aircraft leases and will report its financial
results once this review is completed.

As of October 28, 2003, the Corporation's combined cash balance in
its Canadian and U.S. bank accounts amounted to an estimated $893
million not including the US $700 million DIP secured financing
facility from General Electric Capital Canada Inc. nor the $80
million from American Express which is part of a commercial
agreement still subject to court approval. Both facilities remain
undrawn.

"While the revenue environment remains weak, forward bookings are
encouraging and through aggressive cost-cutting and long-term
structural changes we are successfully adapting to the new
realities of the marketplace," said Robert Milton, President and
Chief Executive Officer of Air Canada.

    Unsecured Creditors and Shareholders
    ------------------------------------

The Company reiterates that based on its Restructuring Plan, the
rights offering agreement and the equity proposals, it is highly
likely that the Company's unsecured debt will be converted to new
equity and that there will not be any meaningful recovery to
existing equity of the Company.


AMERCO: Equity Committee Gets Nod to Retain Providence Capital
--------------------------------------------------------------
In response to the objections regarding the Equity Committee's
proposed retention of Providence Capital, Inc., David C.
McElhinney, Esq., at Beckley Singleton, Chtd., informs the Court
that:

    (a) Providence has revised its requested indemnification
        language consistent with the language previously approved
        by the Office of the U.S. Trustee and the Court with
        respect to the AMERCO Debtors' financial advisors; and

    (b) With respect to the success fee, Providence agreed to
        eliminate the request for warrants and to replace it with
        a request for a success fee equal to $950,000.  
        Providence also agreed to apply against the success fee
        50% of all monthly fees paid after the first six full
        months of its engagement, excluding the last week during
        August 2003.  This proposal is similar, though less
        expensive than, the fee structure for the financial
        advisor to the Creditors' Committee.

On the Debtors' contention that Providence should only receive
straight hourly compensation, Mr. McElhinney points out that this
objection misstates the terms of the compensation of the other
financial advisors in these cases and alleges that they are being
paid hourly, though they are not.  Like the other financial
advisors, i.e. Jefferies & Company, Inc., Providence agreed to
maintain records indicating the extent of the services being
provided to the Equity Committee so that the Court can review the
extent of the service provided, but proposes to be paid not based
on hours worked multiplied by hourly rates.

Accordingly, the Equity Committee seeks the Court's permission to
retain Providence, at the expense of the bankruptcy estate, with
a $100,000 monthly fee and the anticipation of a $950,000 success
fee, less 50% of all monthly fee paid after the first six full
months of Providence's employment, with the understanding that
the Court can revisit the amount of the success fee at the
conclusion of the cases.

                           *     *     *

Pursuant to Sections 327(a) and 1103(a) of the Bankruptcy Code,
Judge Zive authorizes the Equity Committee to retain Providence
Capital, Inc. as financial advisors pursuant to the modified
terms and conditions.

Judge Zive clarifies that Providence's retention will not be
pursuant to Section 328(a) of the Bankruptcy Code.

Moreover, the Court permits and directs the Debtors to indemnify
and hold harmless Providence and other indemnified persons
pursuant to the modified indemnification provisions and subject
to these conditions:

    (a) All requests of indemnified persons for payment of
        indemnity, contribution or otherwise pursuant to the
        approved indemnification provisions will be made by means
        of an interim or final fee application and will be
        subject to the approval of, and review by, the Court, and
        is reasonable based on the circumstances of the
        litigation or settlement in respect of which indemnity is
        sought, provided, however, that in no event will an
        indemnified person be indemnified or received
        contribution in the case of bad faith, self-dealing,
        breach of fiduciary duty, if any, gross negligence or
        willful misconduct on the part of that or any other
        indemnified person;

    (b) In no event will an indemnified person be indemnified or
        receive contribution or other payment under the approved
        indemnification provisions if the Debtors, their estates
        or the Creditors' Committee asserts a claim for, and the
        Court determines by final order that the claim arose out
        of, bad faith, self dealing, breach of fiduciary duty, if
        any, gross negligence, or willful misconduct on the part
        of that or any other indemnified person; and

    (c) In the event an indemnified person seeks reimbursement
        for attorneys' fees from the Debtors, the invoices and
        supporting time records from those attorneys will be
        annexed to Providence's own interim and final fee
        applications, and the invoices and time records will be
        subject to the U.S. Trustee's guidelines for compensation
        and reimbursement of expenses and the approval of the
        Bankruptcy Court under the standards of Section 330 of
        the Bankruptcy Code without regard to whether the
        attorney has been retained under Section 327.

Providence will be entitled to a $100,000 monthly cash retainer
fee and all other requested compensation, as modified; provided,
however that no ruling is now being made on the Success Fee, if
any, as Providence may become entitled to should it subsequently
seek a Success Fee by noticed motion in these cases; and provided
further that the $950,000 cap on Providence's success fee is no
longer applicable. (AMERCO Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


AMERICAN PLUMBING: Signs-Up Winstead Sechrest as Attorneys
----------------------------------------------------------
American Plumbing & Mechanical Inc., and its debtor-affiliates ask
permission from the U.S. Bankruptcy Court for the Western District
of Texas to retain and employ Winstead Sechrest & Minick PC as
attorneys.

The attorneys who will be primarily designated to represent the
Debtors and their current standard hourly rates are:

     Berry D. Spears       Shareholder      $475 per hour
     Valinda B. Wolfert    Shareholder      $440 per hour
     Mark W. Eisenbmun     Shareholder      $360 per hour
     C. Mark Brannum       Shareholder      $350 per hour
     J. Frasher Murphy     Associate        $240 per hour
     Eli O. Columbus       Associate        $215 per hour
     Demetra L. Liggins    Associate        $175 per hour
     Ishaq Kundawala       Associate        $160 per hour
     Victoria A. Cathcart  Associate        $120 per hour

The Winstead Sechrest team of professionals is expected to:

  a. provide legal advice with respect W the Debtors' powers and
     duties as debtors-in-possession in the continued operation of
     their businesses and management of their properties;

  b. assist the Debtors in maximizing the value of their assets
     for the benefit of all creditors and other parties in
     interest;

  c. pursue confirmation of a plan of reorganization;

  d. investigate any and all necessary and appropriate actions
     and/or proceedings on behalf of the Debtors in this Court and
     other appropriate jurisdictions;

  e. prepare on behalf of the Debtors all necessary applications,
     motions, answers, orders, reports, and other legal papers;

  f. appear in Court to protect the interests of the Debtors and
     their estates;

  g. assist the Debtors with the requirements of the Securities &
     Exchange Commission; and

  h. perform all other legal services for the Debtors during these
     Chapter 11 proceedings that may be necessary and proper for
     the Debtors' general business operations and general
     financial affairs.

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.


ANC RENTAL: Wants Court Nod to Modify Ernst & Young's Services
--------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates seek to engage
Ernst & Young to perform certain additional services like certain
additional audit procedures and interim reviews and agreed upon
procedures relating to rental car asset backed notes, nunc pro
tunc to August 18, 2003.

By reason of Ernst & Young's prior business relationship with the
Debtors, Ernst & Young has invaluable knowledge of the Debtors'
affairs.  According to Elio Battista, Jr., Esq., at Blank Rome
LLP, in Wilmington, Delaware, this knowledge would be difficult
and expensive for other accounting and tax professionals to
acquire.  Mr. Bautista asserts that Ernst & Young's additional
services is necessary to assist the Debtors with respect to the
proposed issuance of $700,000,000 of Series 2003-1 Rental Car
Asset Backed Notes, that are concurrent with the closing of the
transaction to sell substantially all of the Debtors' assets and
the Debtors' certain liabilities to Cerberus Capital Management,
L.P.  

At the Debtors' request, Ernst & Young will:

   (1) perform additional audit procedures on the Debtors'
       consolidated financial statements for the year ended
       December 31, 2002, to:

          -- review the Debtors' unaudited interim financial
             information for quarterly periods during the year
             ended December 31, 2003 before the Debtors file
             its Forms 10-Q;

          -- assist the Debtors in the preparation of an
             Offering Circular for the planned issuance of
             approximately $700,000,000 2003-1 Rental Car Asset
             Backed Notes under Rule 144(a);

          -- read the financial statements included in the
             Offering Circular to evaluate their conformity with
             applicable SEC regulations; and

          -- read the valuations performed by a third party
             valuation firm and provide comments on them; and

   (2) perform agreed-upon procedures on revenue earning vehicles
       as of July 31, 2003, which were agreed to by management of
       ANC, Lehman Brothers and CDC IXIS Capital Markets North
       America, Inc., solely to assist the Debtors with respect
       to the proposed issuance of $700,000,000 of Series 2003-1
       Rental Car Asset Backed Notes.

Ernst & Young's provision of services to the Debtors is
contingent upon the Court's approval of the terms and conditions
set forth in the Engagement Letters, which includes that:

      "Any controversy or claim with respect to, in
      connection with, arising out of, or in any way
      related to this Agreement or the services provided
      hereunder (including any such matter involving
      parent, subsidiary, affiliate, successor in interest
      or agent of the Company or of Ernst & Young) shall
      be brought in the Bankruptcy Court or the District
      Court if such District Court withdraws the reference
      and the parties to this Agreement, and any and all
      successors and assigns thereof, consent to the
      jurisdiction and venue of such court as the sole
      and exclusive forum (unless such court does not have
      or retain jurisdiction over such claims or
      controversies) for the resolution of such claims,
      causes of actions or lawsuits.  The parties to this
      Agreement, and any and all successors and assigns
      thereof, hereby waive trial by jury, such waiver
      being informed and freely made.  If the Bankruptcy
      Court or the District Court upon withdrawal of the
      reference does not have or retain jurisdiction over
      the foregoing claims or controversies, the parties
      to this Agreement, and any and all successors and
      assigns thereof, agree to submit first to non-binding
      mediation, and, if mediation is not successful, then
      to binding arbitration, in accordance with the
      dispute resolution procedures set forth in the
      Addendum to the Agreement.  Judgment on any
      arbitration award may be entered into any court
      having proper jurisdiction.  The foregoing is binding  
      upon the Company, Ernst & Young and any and all
      successors and assigns thereof."

Ernst & Young's fees for the services to be provided pursuant to
the Engagement Letters will be based on actual time incurred at
Ernst & Young's discounted hourly rates in effect for the
professionals assigned to provide the services set forth in the
Engagement Letters.  The actual time incurred will depend upon
the extent and nature of available information, any modifications
to the scope of the engagement, and other developments that may
occur as work progresses.  Additionally, Ernst & Young will
request reimbursement of its reasonable actual out-of-pocket
expenses incurred in connection with providing services under the
Engagement Letters.

Currently, the hourly rates for Ernst & Young professionals
assigned to provide the services set forth in the Engagement
Letters are:

   Partners and Principals          $560
   Senior Managers                   410 - 470
   Managers                          340 - 400
   Seniors                           250 - 305
   Staff                             170 - 195
   Paraprofessional                        105

These hourly rates are revised annually, effective July 1st, and
the next adjustment will be made on July 1, 2004.

Ernst & Young intends to apply to the Court for allowances of
compensation and reimbursement of expenses in accordance with
applicable provisions of the Bankruptcy Code, the Bankruptcy
Rules, and general orders of the Court.

David M. Betsill, a partner at Ernst & Young, assures the Court
that the firm:

   (1) does not hold or represent an interest adverse to the
       Debtors' estates;

   (2) is a "disinterested person" as defined by Section
       101(14) and used in Section 327(a) of the Bankruptcy Code;
       and

   (3) has no connection with the Debtors, its creditors or other
       parties-in-interest in these cases. (ANC Rental Bankruptcy
       News, Issue No. 41; Bankruptcy Creditors' Service, Inc.,
       609/392-0900)


ARMSTRONG HOLDINGS: AWI Seeks Clearance for CCR Settlement Pact
---------------------------------------------------------------
Armstrong World Industries engaged in extensive arm's-length
negotiations with Center for Claims Resolution, Inc., the CCR
Members, the Future Claimants' Representative, the Asbestos
Personal Injury Claimants' Committee, Safeco Insurance Company,
and the Unsecured Creditors' Committee in an effort to resolve the
CCR Disputes on a consensual basis.  These efforts have culminated
in a settlement agreement, which will dispose of and resolve all
of the CCR Disputes.

Thus, AWI asks Judge Newsome to approve the CCR Settlement
Agreement.  The principal terms of the CCR Settlement Agreement
are:

       (1) Contribution by, and Claims of, Safeco:  Subject to
           the terms and conditions of the CCR Settlement
           Agreement, Safeco will pay $5 million to CCR.  In
           exchange, Safeco will have a $4 million general
           unsecured claim against AWI's estate, which will
           be treated in Class 6 of the Plan.

       (2) Cancellation of Safeco Bond:  Upon CCR's receipt of
           the $5 million payment by Safeco, the Safeco Bond
           will be deemed cancelled.

       (3) Allowed General Unsecured Claim Of CCR:  CCR asserts  
           a claim against AWI's estate for the costs of CCR's
           overhead -- both prepetition, as well as costs
           accruing postpetition -- on account of the claim.
           CCR will have an allowed unsecured claim for $4
           million against AWI's estate, which will be treated
           under Class 6 of the Plan.

       (4) Allowed Liquidated Claims of CCR against the Asbestos
           PI Trust:  CCR will have an allowed Prepetition
           Liquidated Claim against the Asbestos PI Trust for
           $62.5 million with respect to Existing Resettlements.
           The CCR Settlement Agreement contains various
           provisions relating to the treatment of the Existing
           Resettlement Claim, including a restriction that the
           maximum distribution payable by the Asbestos PI Trust
           on account of the Existing Resettlement Claim will
           not exceed $8 million.

           In addition, the CCR Settlement Agreement permits CCR
           to assert a claim against the Asbestos PI Trust with
           respect to Future Resettlements.  For a Future  
           Resettlement Claim to be valid against the Asbestos
           PI Trust:  

              (i) it may only relate to a Future Resettlement
                  that is listed on the Future Resettlement list
                  provided to AWI and the Future Claimants'  
                  Representative in connection with the CCR  
                  Settlement Agreement;

             (ii) CCR must provide to the Asbestos PI Trust --
                  subject to certain confidentiality provisions
                  information relating to the Future
                  Resettlement;

            (iii) either:  

                     (a) CCR must provide to the Asbestos PI
                         Trust a release of the Asbestos PI
                         Trust by the plaintiff(s), or  

                     (b) CCR must assign all its rights to the
                         plaintiff(s)' claim against AWI to the
                         Asbestos PI Trust, which rights must
                         include an assignment of at least 50%
                         of the plaintiff's claim against the  
                         Asbestos PI Trust; and  

             (iv) the amount claimed against the Asbestos PI
                  Trust cannot exceed the lesser, of:

                     (a) the face amount of AWI's share as set
                         forth on the Future Resettlement list,
                         and

                     (b) the percentage of AWI's share as set
                         forth on the Future Resettlement list
                         times the total amount paid by CCR
                         under the actual settlement.

                  The CCR Settlement Agreement places limits on
                  the amounts distributable to CCR on account of
                  Future Resettlement Claims, including that
                  the aggregate distributions from the Asbestos
                  PI Trust on account of all Future Resettlement
                  Claims will not exceed $12 million.

       (5) Withdrawal of Proofs of Claim:  On the Settlement
           Effective Date -- the date the Court enters an order
           approving the CCR Settlement Agreement -- each of the
           CCR Proofs of Claim will be deemed withdrawn with
           prejudice -- but without prejudice to the rights to
           assert claims against the Asbestos PI Trust to the
           extent provided in the Agreement -- except that one
           proof of claim will be deemed amended to provide for
           the $4 million general unsecured claim.

       (6) Dismissal of Pending Actions:  On the Settlement
           Effective Bate, these disputes will be dismissed
           with prejudice:

              (a) all claims between CCR and AWI in the
                  Century Adversary Proceeding,

              (b) the Preference Action, and

              (c) the Safeco Bond Litigation and Appeal.

       (7) Withdrawal of Confirmation Objections.  On the
           Settlement Effective Date, the objections to  
           confirmation of the Plan filed by the CCR Members,
           CCR, and Safeco will be deemed withdrawn without
           prejudice. (Armstrong Bankruptcy News, Issue No. 49;
           Bankruptcy Creditors' Service, Inc., 609/392-0900)   


ATLANTIC COAST: Says Mesa Air's Allegations Are Baseless
--------------------------------------------------------
Atlantic Coast Airlines Holdings, Inc. ("ACA") (Nasdaq: ACAI)
issued the following statement in response to the press release
issued by Mesa Air Group, Inc. (Nasdaq: MESA):

"ACA has obtained the press release of Mesa Air Group, Inc.,
indicating that Mesa has filed a lawsuit against ACA and its Board
of Directors.
     
ACA has not yet been served with the complaint that was filed in
Delaware by Mesa.  Therefore, ACA cannot comment specifically on
Mesa's complaint at this time.  Based on Mesa's press release,
however, ACA notes that Mesa's allegations are baseless.  ACA, in
setting the record date, has acted in accordance with applicable
law and with its own by-laws and ACA's Board of Directors has
acted consistently with its fiduciary duties.  ACA will contest
these reported allegations vigorously.

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.  ACA employs approximately 4,600 aviation
professionals."

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


AVAYA: Names Mario Belanger as President of Canadian Operations
---------------------------------------------------------------    
Avaya Inc. (NYSE: AV), a leading global provider of communications
networks and services for business, announced that it has
appointed Mario Belanger as President of Canadian Operations.
Belanger will be responsible for directing Avaya Canada's sales
and operations, and providing strategic direction to expand the
company's leadership and market share in Canada.

An industry veteran with more than 20 years of experience in the
Canadian market, Belanger joins Avaya from Paradyne Corporation,
where he most recently served as president of Paradyne Worldwide
Corporation and vice president of international sales. Before
joining Paradyne, Belanger also held management positions at Xerox
Canada and Bell Canada.

"Mario comes to Avaya Canada with a proven track record of driving
revenue growth and excellence in customer service. His extensive
experience in the Canadian market will ensure Avaya delivers
solutions geared towards the specific needs of our Canadian
customers, ultimately helping them to achieve superior business
results," said Susan Bailey, Vice President of Sales for the
Americas, Global Accounts, Channels & Alliances. "Mario's
knowledge of the telecommunications industry and his expertise in
building and leading successful organizations will contribute to
Avaya's growth in one of our key markets."

Belanger is a graduate of Bishop's University. He has received
numerous sales excellence and leadership awards over the course of
his career. A native of Montreal, Quebec, he currently lives with
his family in Markham, Ontario.

Avaya is a leader in North American enterprise telephony according
to Gartner and number one worldwide in IP telephony according to  
Synergy Research Group. In addition, Avaya ranks as the worldwide
leader in voice messaging according to In-Stat/MDR and in contact
centers according to Frost and Sullivan. Avaya is also Canada's
top vendor for automatic call distribution/call centres for
systems with 75 or more agent positions according to NBI/Michael
Sone Associates (all ranks based on 2003 reports).
    
Avaya Inc. (S&P, B+ Corporate Credit Rating) designs, builds and
manages communications networks for more than 1 million businesses
worldwide, including 90 percent of the FORTUNE 500(R). Focused on
businesses large to small, Avaya is a world leader in secure and
reliable Internet Protocol (IP) telephony systems and
communications software applications and services.

Driving the convergence of voice and data communications with
business applications -- and distinguished by comprehensive
worldwide services - Avaya helps customers leverage existing and
new networks to achieve superior business results.

Avaya has Canadian headquarters in Markham, Ontario, and offices
across the country. For more information about Avaya, visit its
website at http://www.avaya.ca


BANC OF AMERICA: Fitch Affirms Ratings on Series 2002-2 Notes
-------------------------------------------------------------
Banc of America Commercial Mortgage Inc.'s commercial mortgage
pass-through certificates, series 2002-2, are affirmed by Fitch
Ratings as follows:

        -- $92.1 million class A-1 'AAA';
        -- $320.7 million class A-2 'AAA';
        -- $975.2 million class A-3 'AAA';
        -- $1.7 billion class XC 'AAA';
        -- $1.5 billion class XP 'AAA';
        -- $64.7 million class B 'AA';
        -- $17.2 million class C 'AA-';
        -- $12.9 million class D 'A+';
        -- $17.2 million class E 'A';
        -- $21.6 million class F 'A-';
        -- $23.6 million class G 'BBB+';
        -- $19.4 million class H 'BBB';
        -- $21.6 million class J 'BBB-';
        -- $36.6 million class K 'BB+';
        -- $12.9 million class L 'BB';
        -- $12.9 million class M 'BB-';
        -- $16.8 million class N 'B+';
        -- $6.8 million class O 'B';

The $38.8 million class P is not rated by Fitch.

The affirmations follow Fitch's ongoing surveillance of the
transaction, which has paid down 1% since issuance. There are no
delinquent loans in the portfolio nor have any loans been
transferred to the special servicer. The portfolio contains three
credit assessed loans whose financial performance has been stable
since issuance. The portfolio watchlist report contains seven
loans representing only 6% of the outstanding principal balance.

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


BOB'S STORES: Wants to Tap FTI Consulting for Financial Advice
--------------------------------------------------------------
Bob's Stores, Inc., and its debtor-affiliates tell the U.S.
Bankruptcy Court for the District of Delaware that they need to
employ a financial advisor to assist them in their reorganization
efforts.

In this regard, the Debtors ask for authority to employ and turn
to FTI Consulting as Financial Advisors to provide:

     a) assistance to the Debtors in the preparation of
        financial related disclosures required by the Court,
        including the Schedules of Assets and Liabilities, the
        Statement of Financial Affairs and Monthly Operating
        Reports;

     b) assistance to the Debtors with information and analyses
        required pursuant to the Debtors' Debtor-In-Possession
        financing including, but not limited to, preparation for
        hearings regarding the use of cash collateral and DIP
        financing;

     c) assistance with the identification and implementation of
        short-term cash management procedures;

     d) advisory assistance in connection with the development
        and implementation of key employee retention and other
        critical employee benefit programs;

     e) assistance and advice to the Debtors with respect to the
        identification of core business assets and the
        disposition of assets or liquidation of unprofitable
        operations;

     f) assistance with the identification of executory
        contracts and leases and performance of cost/benefit
        evaluations with respect to the affirmation or rejection
        of each;

     g) assistance regarding the valuation of the present level
        of operations and identification of areas of potential
        cost savings, including overhead and operating expense
        reductions and efficiency improvements;

     h) assistance in the preparation of financial information
        for distribution to creditors and others, including, but
        not limited to, cash flow projections and budgets, cash
        receipts and disbursement analysis, analysis of various
        asset and liability accounts, and analysis of proposed
        transactions for which Court approval is sought;

     i) attendance at meetings and assistance in discussions
        with potential investors, banks and other secured
        lenders, the Creditors' Committee appointed in this
        chapter 11 case, the U.S. Trustee, other parties in
        interest and professionals hired by the same, as
        requested;

     j) analysis of creditor claims by type, entity and
        individual claim, including assistance with development
        of a database to track such claims;

     k) assistance in the preparation of information and
        analysis necessary for the confirmation of a Plan of
        Reorganization in this chapter 11 case;

     l) assistance in the evaluation and analysis of avoidance
        actions, including fraudulent conveyances and
        preferential transfers;

     m) assistance with facilitating matters relating to a
        potential sale of the Debtors' assets including analysis
        of assets and liabilities, negotiation with potential
        acquirers and communication with all parties in
        interest;

     n) litigation advisory services with respect to accounting
        and tax matters, along with expert witness testimony on
        case related issues as required by the Debtors; and

     o) render such other general business consulting or such
        other assistance as Debtors' management or counsel may
        deem necessary that are consistent with the role of a
        financial advisor and not duplicative of services
        provided by other professionals in this proceeding.

The Debtors relate that prior to the Petition Date, they engaged
to provide financial advisory services. FTI has developed a great
deal of institutional knowledge regarding the Debtors' operations,
finance and systems. Such experience and knowledge will be
valuable to the Debtors in their efforts to reorganize.

The customary hourly rates customarily charged by FTI to their
clients range from:

       Senior Managing Director           $550 to $625 per hour
       Director/Managing Directors        $395 to $550 per hour
       Associates/Consultants             $195 to $365 per hour
       Administration/Paraprofessionals   $80 to $160 per hour

Robert J. Duffy, a Senior Managing Director with FTI Consulting
will lead the professionals in this specific engagement.

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.


COGENTRIX ENERGY: Unit Obtains New $192M Bank Credit Facility
-------------------------------------------------------------
On October 28, 2003, Cogentrix Delaware Holdings, Inc., a wholly-
owned subsidiary of Cogentrix Energy, Inc., executed a Credit
Agreement with Australia and New Zealand Banking Group Limited and
Citigroup Global Markets, Inc. as joint lead arrangers together
with a syndicate of lenders. ANZ will serve as the administrative
agent under the CDH Credit Facility.

The CDH Credit Facility, which has a final maturity date of
January 31, 2006, provides CDH an approximately $192.0 million
commitment, which commitment consists of a $40.0 million revolving
credit facility, $10.0 million of tranche A term loans, $78.7
million of tranche B term loans, $48.1 million of tranche C term
loans and $15.2 million of tranche D letters of credit and term
loans. The CDH Credit Facility refinances CDH's guarantee of
commitments under the Third Amended and Restated Credit Agreement
dated September 14, 2000 between CEI, the lenders named therein
and ANZ, as lead arranger.  The CDH Credit Facility was utilized
to prepay in full all obligations outstanding under the CEI Credit
Agreement. Concurrently with the execution of the CDH Credit
Facility, both the CEI Credit Agreement and the CDH Guarantee were
terminated.

The CDH Credit Facility is secured by a pledge of the capital
stock of, a security interest in the assets of and/or guarantees
by certain direct and indirect subsidiaries of CDH, as well as a
security interest in the assets of CDH.

In connection with the payoff and termination of the CEI Credit
Agreement, CEI has provided guarantees of all obligations under
the CDH Credit Facility. The CEI Guarantee of the $40.0 million
revolving credit and the $10.0 million tranche A term loans is
secured by the assets of CEI and a pledge of the capital stock of
its direct subsidiaries, which includes CDH. The CEI Guarantee of
the remaining obligations under the CDH Credit Facility is
unsecured.

Borrowings under the CDH Credit Facility accrue interest at a rate
of LIBOR plus 4.75% per annum and the fee for letters of credit
outstanding thereunder is 4.75% per annum.

The CDH Credit Facility contains certain covenants, one of which
triggers an event of default upon a change of control of CEI. On
October 17, 2003, CEI and its shareholders entered into an
agreement with GS Power Holdings, LLC, a wholly-owned subsidiary
of The Goldman Sachs Group, Inc., to sell 100% of the common stock
of CEI. The closing of the Goldman Transaction would constitute a
change in control within the meaning of the applicable covenant
and, as such, would be an event of default under the CDH Credit
Facility.

                          *  *  *

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


CONSECO FINANCE: Court Disallows and Expunges 317 Claims
--------------------------------------------------------
Conseco Finance Corp. and its debtor-affiliates withdraw without
prejudice their objection to these Claims:

   Claimant                            Claim No.
   --------                            ---------
   Chicago Title Insurance Co.         49676-000213
   21st Mortgage Corporation           49675-001632
   Comdisco, Inc.                      49675-000466
   Fidelity National Loan Portfolio    49676-000214
   Fidelity National Loan Portfolio    49676-000215
   Autumn Oaks Manufactured Homes      49676-000043
   William Garrett, Jr.                04700-000004
   Burley & Myrna Geiger               49676-000013

After giving all parties time to respond, the Court disallows and
expunges 317 Claims, among them are:

Claimant                              Claim No.         Amount
--------                              ---------         ------
21st Mortgage Corporation             49675-001632   $16,677,918
State of Texas                        49676-000059       397,382
Ray & Ann Miller                      04700-000012       500,000
Georgia Department of Revenue         49675-001761     1,055,582
Burley & Myrna Geiger                 49675-000024       225,000
Estate of Jimmy and Betty Scott       49676-000479       500,000
Credit Based Asset Servicing          49676-000448     4,247,296
Calvary Mobile Homes, Inc.            49676-000252     5,000,000
Anchorage Police & Fire Retirement    49676-000151    26,315,068
(Conseco Bankruptcy News, Issue No. 36; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


CONSECO INC: Stipulations Resolving 5 Claims Get Court Approval
---------------------------------------------------------------
Conseco Inc. and its debtor-affiliates withdraw their objection to
these Claims without prejudice:

   Claimant                      Claim No.
   --------                      ---------
   Walter O. Hannowsky           49672-001695
   Peter W. Nauert               49674-000119
   Nealand L. Ransom             49672-001879
   Philip P. Sheridan            49672-004044

For various reasons, Judge Doyle disallows and expunges 185
Claims, including:

Claimant                              Claim No.         Amount
--------                              ---------         ------
Weil, Gotshal & Manges LLP            49672-005942      $183,586
Tony Z. Moore Trust                   49672-000437     1,000,000
Tony Z. Moore Rev Trust               49672-000435     1,000,000
Kathryn Sniger                        49672-000079     1,535,709
Tony Z. Moore                         49672-000434     1,000,000
Alex Koyman                           49672-000337       250,000
Peter Kolyl-Vuer                      49672-003879       255,000
Jerunazargarr LLC                     49672-003985    51,000,000
James & Carol Goetz                   49672-005062     2,000,000
Donald Beaugez                        49672-006643       500,000
BMD&T Adams and John Marks            49672-006657     1,000,000
Billy Adams                           49672-006266     1,000,000

Moreover, the Court reclassifies 28 Claims to the case of the
Debtor that is allegedly liable to the claims asserted.  

Judge Doyle also approves the Stipulations the Debtors entered
into with five creditors, wherein the parties agree that:

A. Keystone Asset Management's Claims

   Claim No. 49672-003420 is disallowed and expunged for all
   purposes.  Keystone's Claim Nos. 49672-000082 and 49672-000147
   are not affected by the Stipulation and the Debtors reserve
   the right to object to Claim No. 49672-003420 on any grounds.

B. Comroe Hing LLP's Claims

   Claim No. 49672-003480 is disallowed and expunged for all
   purposes as it relates to Conseco, Inc. and will be listed on
   the official claims register as a secured non-priority claim
   for $202,804 against Conseco Finance Servicing Corp.  

C. Donnelly & Russo P.A.'s Claim

   Claim No. 49672-003421 will be disallowed and expunged for
   all purposes as it relates to Conseco, Inc. and will be
   listed on the official claims register as an unsecured non-
   priority claim for $15,456 against Conseco Finance Corp.

D. Peter W. Nauert's Claim

   Claim Nos. 49674-000195, 49675-00050, 49674-005252 and
   49672-005242 are deemed expunged.  Claim No. 49674-000119
   against CIHC and the unnumbered proof of claim against CNC
   for $7,000,000 will be deemed timely filed in the proper
   location.  However, that portion of the claim that Nauert
   asserts a liquidated claim for $7,000,000 will be deemed to
   have been filed as a duplicate when the identity of the proper
   Debtor is finally determined by the Court.

E. James F. Bossenbroek and Southern Ave. Associates' Claims

   Claim No. 49672-003468 is disallowed and expunged for all
   purposes as it relates to Conseco, Inc. and will be listed
   on the official claims register as an unsecured non-priority
   claim for $706,869 against Conseco Finance Corp.  Claim No.
   79672-003469 will be disallowed as it relates to Conseco,
   Inc. and will be listed on the official claims register as
   an unsecured non-priority claim for $$5,919,631 against
   Conseco Finance Corp. (Conseco Bankruptcy News, Issue No. 36;
   Bankruptcy Creditors' Service, Inc., 609/392-0900)    


CREDIT SUISSE: Fitch Affirms Six Note Classes with Low-B Ratings
----------------------------------------------------------------
Credit Suisse First Boston Mortgage Securities Corp.'s commercial
mortgage pass-through certificates, series 2001-CP4, are affirmed
by Fitch Ratings as follows:

        -- $77.5 million class A-1 'AAA';
        -- $86.9 million class A-2 'AAA';
        -- $110 million class A-3 'AAA';
        -- $611.4 million class A-4 'AAA';
        -- Interest-only class A-X 'AAA';
        -- Interest-only class A-CP 'AAA';
        -- $61.9 million class B 'AA';
        -- $45.7 million class C 'A';
        -- $22.1 million class D 'A-';
        -- $16.2 million class E 'BBB+';
        -- $16.2 million class F 'BBB';
        -- $11.8 million class G 'BBB-';
        -- $22.1 million class H 'BB+';
        -- $19.1 million class J 'BB';
        -- $10.3 million class K 'BB-';
        -- $8.8 million class L 'B+';
        -- $7.4 million class M 'B';
        -- $5.9 million class N 'B-'.

Fitch does not rate the $20.6 million class O certificates.

The rating affirmations reflect the consistent loan performance,
minimal reduction of the pool collateral balance since issuance
and only one loan (0.08%) in special servicing. As of the October
2003 distribution date, the pool's collateral balance has
decreased 2% to $1.15 billion from $1.18 billion at issuance.

Midland Loan Services, the master servicer, collected year-end
2002 financials for 80% of the mortgage pool. The YE 2002 weighted
average debt service coverage ratio is 1.86 times, compared to
1.67x at issuance for the same loans. Fitch reviewed the credit
assessments of the Landmark loan (7.9%) and the Parfinco East and
West Annex loan (4.6%). The DSCR for each loan is calculated using
borrower financials less required reserves and debt service
payments based on the current balance with a Fitch stressed
refinance constant.

The Landmark loan is secured by a 423,677 square foot (sf) office
building located on Market Street in the Financial District of
Downtown San Francisco. The DSCR for YE 2002 is 1.64x, compared to
1.73x at issuance. The tenants have security deposits in place in
the form of letters of credit aggregating approximately $18
million.

The Parfinco East and West Annex loan is secured by two eight
story office buildings totaling 510,550 sf located in Pasadena,
CA. The DSCR for YE 2002 was 1.35x compared to 1.40x at issuance.
Based on their stable performance, both loans maintain investment
grade credit assessments.

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


CREST 2001-1 LTD: Fitch Affirms Class C Notes Rating at BB+
-----------------------------------------------------------
Fitch Ratings affirms all of the rated notes issued by Crest 2001-
1, Ltd. The affirmation of these notes is a result of Fitch's
annual rating review process. The following rating actions are
effective immediately:

        -- $369,082,565 class A notes 'AAA';
        -- $30,000,000 class B-1 notes 'A';
        -- $35,000,000 class B-2 notes 'A';
        -- $30,000,000 class C notes 'BB+'.

Crest 2001-1 is a collateralized bond obligation, which closed
March 7, 2001, supported by a static pool of commercial mortgage-
backed securities (CMBS; 30.9%) and real estate investment trusts
(REITs; 69.1%). Fitch has reviewed the credit quality of the
individual assets comprising the portfolio, including discussions
with Wachovia Securities, the asset manager. According to the
Sept. 30, 2003 trustee report, the class A overcollateralization
was 132.83%, the class B OC was 112.94% and the class C was
105.64%, relative to test levels of 125%, 107% and 102%,
respectively. The report also indicated that the class A notes
have paid down approximately 2.90% since closing. The CBO has
experienced no significant credit migration with a current
weighted average rating factor of 23.1, vs. an initial WARF of
21.9.

Based on the stable performance of the underlying collateral and
the comfortable cushion on the OC tests, Fitch has affirmed all of
the rated liabilities issued by Crest 2001-1. Fitch will continue
to monitor this transaction.


DEAN FOODS: Will Webcast Third Quarter Conference Call on Nov. 5
----------------------------------------------------------------
Dean Foods Company (NYSE: DF) will host live audio webcasts of its
third quarter earnings conference call and an upcoming investor
presentation at the Morgan Stanley Global Consumer Conference.

On Wednesday, November 5, 2003 at 9:00 a.m. EST, management will
host a webcast to discuss the results for the third quarter and
its outlook for the balance of 2003 and 2004. An earnings release
will be issued before the market opens on that same date. This
webcast will last approximately one hour and will be accessible by
visiting www.deanfoods.com and clicking on "Webcasts." Shortly
following the event, a webcast replay will be available on the
company's site within the Investor Relations section, under Audio
Archives.

On Thursday, November 6, 2003 from 2:30 p.m. - 3:10 p.m. EST,
management will make a presentation at the Morgan Stanley Global
Consumer Conference. The webcast can be accessed directly at
http://customer.nvglb.com/MORG007/110403a_cf/default.asp?entity=de
an or by visiting www.deanfoods.com and clicking on "Webcasts."
The associated presentation slides will also be accessible by
visiting "Investor Relations" and clicking on "Presentations," and
an audio archive will be available for approximately 60 days
following the event.

In order to listen to the webcasts, users will need to have
installed either Real Player or Windows Media Player software,
which can be detected and downloaded by visiting the site.

Dean Foods Company (S&P, BB+ Corporate Credit Rating, Positive) is
one of the nation's leading food and beverage companies.  The
company produces a full line of company-branded and private label
dairy and dairy-related products such as milk and milk-based
beverages, ice cream, coffee creamers, half and half, whipping
cream, whipped toppings, sour cream, cottage cheese, yogurt, dips,
dressings and soy milk.  The company is also a leading
manufacturer of pickles and other specialty food products, juice,
juice drinks and water.  The company operates over 120 plants in
36 U.S. states and Spain, and employs approximately 28,000 people.


DOLLAR FIN'L: Proposed $200M Senior Notes Get S&P's B Rating
------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B' senior
unsecured debt rating to Berwyn, Pennsylvania-based Dollar
financial Group's proposed issuance of $200 million eight-year
senior notes to be issued pursuant to Rule 144A under
the Securities Act of 1933, as amended.

Concurrently, the outlook on Dollar was revised to stable from
negative. The ratings on Dollar, including the company's 'B+'
long-term counterparty credit rating, were affirmed.

"The issuance of the aforementioned notes will have a marginal
impact on the company's leverage position, as it has announced
that it will use the proceeds to reduce its borrowings under its
existing revolving credit facility and redeem its outstanding
10.875% senior notes due in 2006 and all outstanding 10.875%
senior subordinated notes due 2006," said Standard & Poor's credit
analyst Steven Picarillo.

The outlook revision reflects Dollars' increased funding
flexibility as, upon completion of the $200 million issuance, the
company will have approximately $48 million of availability under
its newly negotiated credit facility. This will reduce the
company's dependence on its banking partners to fund its payday
lending activities, and as such add a level of funding flexibility
should the current funding arrangements through its bank partners
be interrupted.

"The ratings are based on Dollar's high leverage, limited
stockholders' equity, and moderate interest coverage," Mr.
Picarillo said. "These factors are somewhat offset somewhat by
Dollar's solid market position in both of its business segments."

The stable outlook is based on recent operating improvements and
the increase in funding flexibility, which is somewhat
overshadowed by the continued scrutiny of companies participating
in the payday loan market. Standard & Poor's anticipates that the
company will continue to realize positive trends in terms of
revenues and EBITDA.


DURA AUTOMOTIVE: Weak Credit Measures Spur S&P to Affirm Rating
---------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'BB' rating to
Dura Operating Corp.'s new $175 million revolving credit facility,
which is guaranteed by parent Dura Automotive Systems Inc. At the
same time, Standard & Poor's affirmed its 'BB-' corporate credit
rating on Dura, a supplier of driver control systems and
structural assemblies for the automotive and recreational vehicle
industries. The Rochester Hill, Michigan-based company has total
debt of about $1.2 billion. The outlook is negative.

"Although we expect Dura to focus on strengthening its balance
sheet, we believe the company's credit protection measures will
remain weak for the rating for at least the next two years," said
Standard & Poor's credit analyst Martin King. "The ratings could
be downgraded if market conditions weaken, liquidity tightens, or
improvement of the company's credit profile is substantially
delayed."

The new credit facility is rated one notch above the corporate
credit rating, reflecting the strong likelihood of 100% recovery
of principal in the event of default or bankruptcy. The new
facility matures in 2008 and replaces a $375 million revolving
credit facility that was scheduled to mature 2005. Dura's $150
million secured term loan due 2008 will remain in place. The new
revolving credit facility will be secured by substantially all
domestic assets of Dura and, along with the term loan, will rank
senior to Dura's other debt obligations. A substantial proportion
of Dura's assets are in overseas affiliates and are not included
in the collateral package. Financial covenants have been
liberalized, which increases the effective availability under the
facility. Standard & Poor's applied an EBITDA multiple to
discounted cash flows to determine a distressed enterprise
valuation. Potential causes of a default could include a cyclical
downturn in demand, intensified pricing pressure, or accelerated
customer market share losses.

Dura is one of the largest manufacturers of automotive cables,
parking brake mechanisms, transmission shifter mechanisms, and
complex glass systems. Its products range in complexity from
commodity-like to highly differentiated in nature.


DURATEK INC: Q3 Liquidity Strained Despite Increasing Net Income
----------------------------------------------------------------
Duratek, Inc. (NASDAQ:DRTK) announced net income of $5.6 million,
or $0.29 per diluted share, for the three-month period ended
September 28, 2003, as compared to net income of $3.9 million, or
$0.20 per diluted share, for the comparable period in 2002.
Revenues were $72.5 million for the three months ended September
28, 2003 compared to $72.8 million in the same period in 2002. The
increase in net income of $1.7 million, for the quarter, was
primarily due to strong performance in the Commercial Services
Segment.

For the nine month period ended September 28, 2003, net income
before cumulative effect of a change in accounting principle was
$14.8 million, or $0.77 per diluted share, as compared to net
income of $10.5 million, or $0.55 per diluted share, for the
comparable period in 2002. Revenues of $213.1 million for the nine
months ended September 28, 2003 were comparable to the revenues of
$214.4 million achieved during the same period in 2002. The
improvement in the year-to-date net income was due to strong
performance from the Commercial Services Segment. On a per share
basis, net income after cumulative effect of change in accounting
principle for the nine months ended September 28, 2003 was $0.64
per diluted share. During the first quarter of 2003 the Company
recorded a $2.4 million non-cash charge for the adoption of
Statement of Financial Accounting Standards No. 143, "Accounting
for Asset Retirement Obligations".

Robert E. Prince, President and CEO said, "We are pleased with our
achievements in the third quarter. The financial performance was
solid from all three of our business segments, but in particular
from Commercial Services. Our focus on continuing to provide
innovative solutions for our customers appears to be showing
results."

Robert F. Shawver, Executive Vice President and CFO added, "Our
focus on margin improvement and debt pay down has clearly resulted
in improved financial performance. This solid financial
performance only better positions the Company to achieve longer
range growth objectives."

As of September 28, 2003, the company's balance sheet shows that
total current liabilities of $90,808,000 exceeds total current
assets of $76,685,000.

Duratek provides safe, secure radioactive materials disposition.


ENRON CORP: Auctioning-Off Papiers & St. Aurelie Units on Nov 10
----------------------------------------------------------------
Pursuant to the contemplated sale of Papiers Stadacona Ltee. and
St. Aurelie Timberlands Co., Ltd. businesses, Enron Corporation
sought and obtained a Court order that:

   (a) schedules an Auction on November 10, 2003 at which Enron
       and the Sellers will solicit bids for the Business;

   (b) approves the proposed Bidding Procedures;

   (c) schedules November 13, 2003 as the date for the Sale
       Hearing to approve the sale of the Business to Purchaser
       or the Winning Bidder at the Auction;

   (d) approves the payment of the Break-Up Fee to Purchaser; and

   (e) approves the form and manner of notice of the Motion,
       including notice of the Auction, the Bidding Procedures
       and the Sale Hearing.

                      Bidding Procedures

According to Martin A. Sosland, Esq., at Weil, Gotshal & Manges
LLP, in New York, to maximize the value of the Business, Enron
and the Sellers will implement a competitive bidding process
typical for transactions of this size and nature and designed to
generate maximum recovers.  The Bidding Procedures provides:

A. Auction Time and Date

   The Auction will be held on November 10, 2003, commencing at
   10:00 a.m. (New York Time) at the offices of Weil, Gotshal &
   Manges, 767 Fifth Avenue, New York, New York 10153 for
   consideration of qualifying offers that may be presented to
   Enron and the Sellers, or at the time and date as Enron and
   the Sellers may determine, upon prior consultation with
   the Creditors' Committee.

B. Qualification as Bidder

   Any entity that wishes to make a bid for the Business must
   provide Enron and the Sellers with sufficient and adequate
   information to demonstrate, to the sole and absolute
   satisfaction of Enron and the Sellers, upon consultation with
   the Creditors' Committee, that it has the financial
   wherewithal and ability to consummate the transactions
   contemplated in the purchase agreement submitted with the
   Competing Bid including evidence of adequate financing
   commitments, and including, without limitation, a parent
   guaranty, if deemed appropriate, each in a form agreed upon
   by Enron and the Sellers, in consultation with the Creditors'
   Committee.

C. Bid Requirements

   1. Enron and the Sellers, upon consultation with the
      Creditors' Committee, will entertain bids that are on
      substantially the same terms and conditions as those terms
      set forth in the Purchase Agreement and the documents set
      forth as exhibits thereto;

   2. Each Competing Bid must be accompanied by a cash deposit
      at least equal to $6,150,000;

   3. Prior to the Bid Deadline, the Earnest Money Deposit is to
      be delivered to Sellers in the form of a wire transfer to:

         U.S. Bank, N.A.
         Corporate Trust Services
         One California Street, Suite 2550
         San Francisco, CA 94111
         Attention: Raafat Albert Sarkis
         Vice President/Business Development
         Facsimile: (415) 273-4590
         Reference: 43889.0003 M. Sosland
         (Stadacona Deposit)

      or a cashiers check to:

         Weil Gotshal & Manges, LLP
         Attn. Norm LaCroix
         Director of Accounting
         767 Fifth Avenue
         New York, New York 10153
         Reference: Enron/Stadacona Transaction

   4. If a bidder, other than Purchaser, is the Winning Bidder,
      then upon execution of a purchase agreement by Sellers and
      the bidder, the Winning Bidder will direct Weil Gotshal &
      Manges to transfer its Earnest Money Deposit into an
      escrow account as required by the purchase agreement;

   5. Competing Bids must be (a) in writing, (b) signed by an
      individual authorized to bind the prospective purchaser,
      and (c) received no later than 4:00 p.m. (New York Time)
      on November 3, 2003, by:

        (i) Enron Corp.
             1400 Smith Street, Houston, Texas 77002
             Attention: Lance Schuler,
             Lance.Schuler-legal@enron.com
             Facsimile: 281-664-4890;

       (ii) Weil, Gotshal & Manges LLP
             200 Crescent Court, Suite 300, Dallas, Texas 75201
             Attention: Martin A. Sosland, Esq.
             martin.sosland@weil.com
             Facsimile: 214-746-7777;

      (iii) The Blackstone Group L.P.
             345 Park Avenue, New York, New York 10154,
             Attention: Stefan Feuerabendt
             feuerabendt@blackstone.com
             Facsimile: (212) 583-5707); and

       (iv) Squire, Sanders & Dempsey L.L.P.
             312 Walnut Street, Suite 3500, Cincinnati, Ohio
             Attention: Stephen D. Lerner
             slerner@ssd.com
             Facsimile: 513-607-7199;

   6. Any Competing Bid must be presented under a contract
      substantially similar to the Agreement, marked to show any
      modifications made to the Agreement, including the amount
      of consideration, name of purchaser, and other conforming
      changes that must be made to reflect the purchaser and its
      bid, and the bid must not be subject to due diligence
      review, board approval, or the receipt of any non-
      governmental consents not otherwise required by the
      Agreement;

   7. Initial Overbids.  The initial overbid must be at least
      $7,650,000 greater than the $205,000,000 Preliminary
      Purchase Price;

   8. Parties not submitting Competing Bids by the Bid Deadline
      may not be permitted to participate at the Auction; and

   9 All bids for the purchase of the Business will be subject
     to Bankruptcy Court approval.

D. Due Diligence and Questions Prior to Submitting Bids

   To conduct due diligence regarding the Business, contact
   Stefan Feuerabendt, The Blackstone Group L.P., 345 Park
   Avenue, New York, New York 10154, (212) 583-5866;
   Facsimile (212) 583-5707; Email: feuerabendt@blackstone.com,
   for the due diligence procedures.  Before a party will be
   allowed to conduct due diligence, if not previously executed,
   they must execute the Confidentiality Agreement.

E. Auction

   1. Evaluation of Highest or Best Offer.  Enron and Sellers
      will, after the Bid Deadline and prior to the Auction,
      upon consultation with the Creditors' Committee:

        (i) evaluate all Competing Bids received,

       (ii) invite all Qualified Bidders to participate in the
            Auction, and

      (iii) determine which Competing Bid reflects the highest
            or best offer for the Business.

      During the Auction, Enron and Sellers will inform each
      bidder, which Competing Bid reflects the highest or best
      offer;

   2. Enron and Sellers, in their business judgment and sole
      absolute discretion, in consultation with the Creditors'
      Committee, may reject any Competing Bid that is not in
      conformity with the requirements of the Bankruptcy Code,
      the Bankruptcy Rules, the Local Rules of the Court, this
      Procedures Order or that is contrary to the best interests
      of Sellers, or Enron's estate or creditors;

   3. Adjournment of Auction.  The Auction may be adjourned as
      Enron and Sellers, upon consultation with the Creditors'
      Committee, deem appropriate.  Reasonable notice of
      adjournment and the time and place for the resumption of
      the Auction will be given to Purchaser, all entities
      submitting Competing Bids, and the Creditors' Committee;

   4. Subsequent Bids.  Subsequent bids at the Auction,
      including those of Purchaser, must be in increments of at
      least $2,000,000; and

   5. Other Terms.  All Competing Bids, the Auction, and the
      Bidding Procedures are subject to other terms and
      conditions as are announced by Enron and Sellers, in
      consultation with the Creditors' Committee.  This Bidding
      Procedures may be modified by Enron and Sellers, in
      consultation with the Creditors' Committee, as may be
      determined to be in the best interests of Sellers, or
      Enron's estate or creditors.

F. Irrevocability of Certain Bids

   The bid of the Winning Bidder and the bid of the bidder that
   submits the next highest or best bid -- the Back-up Bidder --
   will each be irrevocable until the earlier to occur of:

     (i) the consummation of a sale of the Business, and

    (ii) 60 days after the last date of the Auction; provided,
         however, if Purchaser is either the Winning Bidder or
         the Back-up Bidder, then the highest or best bid of
         Purchaser will remain irrevocable in accordance with
         the terms of the Purchase Agreement.

   If Purchaser is neither the Winning Bidder nor the Back-up
   Bidder, then the highest or best bid submitted by Purchaser
   will, in addition to the bids of the Winning Bidder and the
   Backup Bidder, remain irrevocable in accordance with the
   terms of the Agreement.

G. Retention of Earnest Money Deposits

   The Earnest Money Deposits of the Winning Bidder and the
   Back-up Bidder will be retained by Enron and Sellers until
   the earlier to occur of (i) the consummation of a sale of the
   Business and (ii) 60 days following the last date of the
   Auction; provided, however, if Purchaser is either the Winning
   Bidder or the Back-up Bidder, then Purchaser's Earnest Money
   Deposit will be retained by Enron and Sellers in accordance
   with the terms of the Agreement.  If Purchaser is neither the
   Winning Bidder nor the Back-up Bidder, then in addition to the
   retention of the Earnest Money Deposits of the Winning Bidder
   and the Backup Bidder, Purchaser's Deposit will be retained
   by Enron and Sellers in accordance with the terms of the
   Agreement.  The Earnest Money Deposits of bidders other than
   the Purchaser, the Winning Bidder and the Back-up Bidder,
   will be returned within five business days after the date of
   the Sale Hearing.

H. Failure to Close

   In the event a bidder, including the Purchaser, is the
   Winning Bidder and it fails to consummate the proposed
   transaction by the closing date contemplated in the Purchase
   Agreement agreed to by the parties for any reason, Enron
   and Sellers:

    (i) will retain the Earnest Money Deposit of that bidder to
        the extent provided in the Purchase Agreement, and
        reserve the right to pursue all available remedies,
        whether legal or equitable, available to them, and

   (ii) upon consultation with the Creditors' Committee, will be
        free to consummate the proposed transaction with the
        next highest bidder at the highest price bid by that
        bidder at the Auction without the need for an
        additional hearing or order of the Court.

I. Non-Conforming Bids

   Notwithstanding anything to the contrary, Enron and Sellers,
   in consultation with the Creditors' Committee, will have the
   right to entertain non-conforming bids.

J. Expenses

   Any bidder presenting bids will bear their own expenses in
   connection with the sale of the Business, whether or not the
   sale is ultimately approved.

Mr. Sosland contends that the Bidding Procedures provide a fair
and reasonable means of ensuring that the Business is sold for
the highest or best offer attainable.  Moreover, the Bidding
Procedures provide flexibility so as to enable a party interested
in submitting an offer to modify the terms of the Agreement and
submit a greater purchase price, so long as the offer is on
substantially the same terms and conditions as those set forth in
the Agreement.  Furthermore, the time frame allows Enron and the
Sellers to consider and evaluate any offer so as to ensure that
it satisfies the requirements for Auction participation.

                         Break-Up Fee

Pursuant to the Agreement with Peter M. Brant, in the event the
Agreement is terminated pursuant to Section 3.2(d), and an
Alternative Transaction closes, Sellers agreed to pay Purchaser
on the date of the consummation, if any, of the Alternative
Transaction equal to 2.5% of the Preliminary Purchase Price, plus
all documented out-of-pocket expenses incurred by Purchaser for
attorneys, consultants, investment bankers, accountants and due
diligence in connection with the transaction contemplated by the
Agreement, provided that the expenses will not exceed $1,500,000.

In the event the Agreement is validly terminated pursuant to
Section3.2(e), Sellers will promptly reimburse Purchaser for all
reasonable, documented, out-of-pocket expenses the Purchaser
incurred, provided that the expenses will not exceed $1,500,000.

According to Mr. Sosland, the proposed Break-up Fee is fair and
reasonable because it will initiate an overbid process at the
floor that is desirable.  Moreover, the Break-up Fee will foster
competitive bidding for the Assets and will confer a benefit to
the Sellers at least equal to the amount of the Break-up Fee.

The Debtors indicate they will advise all parties who submitted a
prior bid for the Business and any party who has expressed in
writing an interest in the Business of these Bidding Procedures
just in case a higher and better offer might emerge. (Enron
Bankruptcy News, Issue No. 85; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


EXIDE TECH: Unsecured Panel Retains Prof. Hotchkiss as Expert
-------------------------------------------------------------
At this stage of the Exide Debtors' Chapter 11 cases, the Official
Committee of Unsecured Creditors determined that it requires the
services of an expert on certain specific issues that will be
addressed in the Plan confirmation hearing.  Nunc pro tunc to
October 2, 2003, the Committee sought and obtained the Court's
authority to retain Professor Edith S. Hotchkiss as an Expert.

Prof. Hotchkiss is an Associate Professor in Wallace E. Carroll
School of Management Finance Department at Boston College.  She
received a Bachelor of Arts from Darmouth College, Engineering &
Economics, and a Ph.D. from New York University Stern School of
Business in Finance.

The Committee chose Prof. Hotchkiss as an expert based largely
upon her research.  She has published several studies related to
bankruptcy.  In particular, she co-authored Valuation of Bankrupt
Firms, which analyzed 63 Chapter 11 debtors exiting bankruptcy
and determined how they were valued.  The Academic Study then
evaluated what variables were predictive of whether the proponent
of the plan of reorganization is undervaluing a company.  The
Committee's professionals believe that the Academic Study
addresses issues at heart of the Confirmation Hearing and Prof.
Hotchkiss' expertise is critical for the hearing.

Prof. Hotchkiss will be compensated at $600 per hour for her
services to the Committee by the Debtors' estates.  Additionally,
the Debtors' estates will reimburse Prof. Hotchkiss for her
reasonable out-of-pocket expenses related to the services she
provides for the Committee.  The expenses may include, among
other things, travel and lodging expenses, third party vendor
costs and other customary expenditures.

At Prof. Hotchkiss' end, she ascertains that:

   -- she does not, to her knowledge, represent any other entity
      having an adverse interest to the Debtors in connection
      with the matters for which she is to be retained in these
      cases;

   -- she has not represented or been employed by the Debtors,
      the Debtors' creditors, equity security holders, any other
      parties-in-interest, their respective professionals, the
      United States Trustee for the District of Delaware, or any
      person employed in the office of the United States Trustee
      in any matters relating to the Debtors or their estates in
      connection with these Chapter 11 cases;

   -- while she is employed by the Committee, Prof. Hotchkiss
      will not represent any other entity having an adverse
      interest in connection with the Debtors' Chapter 11 cases,
      in accordance with Section 1103 (b) of the Bankruptcy Code;

   -- insofar as she has been able to ascertain after due
      inquiry, Prof. Hotchkiss has no connection with the
      Debtors, the Debtors' creditors, equity security holders,
      any other parties-in-interest, their professionals, the
      United States Trustee for the District of Delaware, or any
      person employed in the office of the United States Trustee;
      and

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


FEDERALALPHA STEEL: Sachnoff & Weaver Serves as Attorneys
---------------------------------------------------------
FederalAlpha Steel LLC asks the U.S. Bankruptcy Court for the
Northern District of Illinois for permission to retain and employ
Sachnoff & Weaver Ltd., as counsel in its chapter 11 case.

The Debtor selected Sachnoff & Weaver because of the firm's
extensive experience and knowledge regarding Chapter 11 business
reorganizations, experience practicing before this Court and
familiarity with the Debtor's operations.

Sachnoff & Weaver will:

  a. provide legal advice to the Debtor regarding its powers and
     duties as debtor in possession;

  b. advise the Debtor in connection with the formulation and
     negotiation of a plan of reorganization;

  c. pursue this Court's approval of a disclosure statement and
     confirmation of a plan of reorganization;

  d. represent the Debtor in any litigation;

  e. present all necessary applications, motions, answers,
     orders, reports, and other legal papers necessary to the
     administration of the Debtor's estate;

  f. appear in Court and protecting the Debtor's interests
     before the Court;

  g. attend meetings and negotiating with creditors and their
     representatives and other interested parties;

  h. take all steps necessary to protect and preserve the
     Debtors estate; and

  i. perform all other legal services for the Debtor that may be
     necessary and proper to this case.

Sachnoff & Weaver professionals assigned in this engagement are:

          Stephen T. Bobo           $375 per hour
          Joel R. Schaider          $390 per boar
          Charles P. Schulman       $360 per hour
          Arlene N. Gelman          $295 per hour
          Erich S. Buck             $225 per hour

Headquartered in Chicago, Illinois, FederAlpha Steel LLC is Leroux
Steel and Alpha Steel Corp.'s joint venture in the Midwest.  
Headquartered in Peotone, the company is one of the largest
structural steel supplier in the region.  The Company filed for
chapter 11 protection on October 21, 2003 (Bankr. N.D. Ill. Case
No. 03-43059).  Stephen T. Bobo, Esq., at Sachnoff & Weaver, Ltd.,
leads the engagement to represent the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed estimated assets and debts of over $10
million each.


FMC CORPORATION: Posts $3.4 Million Third Quarter Net Loss
----------------------------------------------------------
FMC Corporation (NYSE: FMC) reported a net loss of $3.4 million
for the third quarter of 2003, or $0.10 per share loss on a
diluted basis, versus net income of $28.2 million in the third
quarter of 2002, or $0.79 per diluted share.  The net loss for the
current quarter included charges of $20.2 million after-tax, or
$0.57 per diluted share, relating primarily to the previously
announced Astaris restructuring program, partially offset by the
gain on the sale of real estate.  Excluding these charges,
earnings were $0.47 per diluted share for the third quarter of
2003.  Third quarter revenue of $470.5 million was down 1 percent
as compared with $476.6 million in the prior-year quarter.
    
According to William G. Walter, FMC chairman, president and chief
executive officer: "We made steady progress on all our objectives.  
We delivered earnings before restructuring charges at the mid-
point of our previous guidance of $0.45 to $0.50 per share despite
the unfavorable impact on our Agricultural Products business of
weak pest pressure in selected North American crop markets.  We
followed through on our commitment to take aggressive actions in
Industrial Chemicals by obtaining the agreement of our joint
venture partner and Astaris' lenders to implement a significant
restructuring plan in Astaris that should result in $40-50 million
in total annual cost savings for the phosphorus chemicals venture
once fully implemented.  We are ahead of our cash flow objectives
and expect to generate $30-40 million of free cash in 2003.  In
summary, while the external business environment remains
challenging particularly in Industrial Chemicals, we continue to
meet or exceed our commitments and expect to do so for the balance
of the year."

Revenue in Agricultural Products was $154.1 million, a decrease of
9 percent from the prior-year quarter.  This decline was driven by
lower sales in the North American crop business, where weak pest
pressure in the corn mite and cotton worm markets resulted in
lower insecticide volumes, and by an earlier decision to exit
lower margin third party products in Brazil.  These declines were
partially offset by higher sales in the European crop market and
favorable foreign currency translation.  Segment earnings before
interest and taxes ("segment earnings") of $24.1 million were up
16 percent from the third quarter of 2002 due to a more profitable
sales mix and more efficient plant operations.
    
Revenue in Specialty Chemicals was $125.6 million, an increase of
2 percent from the prior-year quarter.  In the BioPolymer
business, higher sales of microcrystalline cellulose into the
pharmaceutical market and the favorable impact of foreign currency
translation were partially offset by lower North American sales
into the nutritional beverage market.  In the lithium business,
increased sales into the battery market were partially offset by
weaker specialty organic sales into the pharmaceutical market.  
Segment earnings of $23.3 million were essentially flat with the
third quarter of 2002.

Revenue in Industrial Chemicals was $192.0 million, an increase of
4 percent from the prior-year quarter.  Foret drove the overall
increase due to higher peroxygen volumes and selling prices and
favorable foreign currency translation.  In the alkali business,
lower soda ash selling prices in export markets were largely
offset by higher selling prices in caustic and bicarbonate.  In
the peroxygens business, decreased hydrogen peroxide volumes
in the pulp market were partially offset by higher selling prices.  
Segment earnings of $7.9 million were down $12.4 million from the
third quarter of 2002.  Lower segment earnings were largely the
result of weaker affiliate earnings from Astaris as well as higher
manufacturing costs in the alkali business resulting from
scheduled mine maintenance.  Weaker affiliate earnings from
Astaris were the result of the absence of a power resale contract
as well as decreased selling prices due to competitive rivalry and
excess phosphorus chemicals capacity.
    
Corporate expense of $9.3 million was up from $8.6 million in the
third quarter of 2002 due largely to higher insurance costs.  
Interest expense, net, was $23.0 million, up from $15.7 million in
the prior-year period due to higher interest rates following the
October 2002 refinancing.  On September 30, 2003, gross
consolidated debt was $1,083.8 million and debt, net of cash,
was $793.3 million.  For the quarter, depreciation and
amortization was $31.3 million, and capital expenditures were
$20.2 million.

                       Nine-Month Results
    
Revenue of $1,414.5 million was up 2 percent as compared with
$1,393.2 million in the prior-year period.  Net income of $20.2
million decreased from $56.4 million in the year-earlier period.  
Net income included charges of $20.2 million after-tax largely for
restructuring within Industrial Chemicals in this year and $8.8
million after-tax for restructuring within Agricultural Products,
Industrial Chemicals and Corporate in the prior year.

Revenue in Agricultural Products was $457.3 million, a decrease of
4 percent from the prior-year period.  Lower North American sales
resulting from weak pest pressure and distributor channel
inventory reductions were partially offset by strong Latin
American sales, particularly in herbicides.  Segment earnings were
$56.6 million, up 11 percent from the prior-year period due to
improved product mix and lower production costs.

Revenue in Specialty Chemicals was $391.3 million, an increase of
8 percent from the prior-year period.  Higher BioPolymer and
lithium sales into the pharmaceutical market, increased lithium
sales into the battery market and the favorable impact of foreign
currency translation were partially offset by lower BioPolymer
sales in the nutritional beverage segment.  Segment earnings were
$77.7 million, an increase of 18 percent from the prior-year
period due to higher sales, favorable foreign currency translation
and improved productivity.
    
Revenue in Industrial Chemicals was $569.2 million, an increase of
2 percent from the prior-year period.  Lower soda ash export
prices and weaker hydrogen peroxide volumes in the pulp market
were offset by favorable foreign currency translation at Foret.  
Segment earnings of $25.2 million were down $30.4 million from the
prior-year period.  Lower segment earnings were largely the result
of weaker affiliate earnings from Astaris as well as lower alkali
and peroxygen sales.  Weaker affiliate earnings from Astaris were
primarily the result of the absence of a power resale contract and
decreased selling prices.
    
Corporate expense of $26.2 million was down slightly from $27.9
million in the prior-year period due primarily to the absence of
transition costs associated with the spin-off of FMC Technologies,
Inc.  Interest expense, net, was $71.7 million, up from $48.1
million in the prior-year period.  For the first nine months of
2003, depreciation and amortization was $92.7 million, and capital
expenditures were $59.2 million.

                          Outlook
    
Regarding outlook and guidance, Walter added:  "We remain
confident about the earnings outlook for the full year and expect
fourth quarter earnings to be in the range of $0.65 to $0.70 per
share before restructuring or other charges.  Stronger Industrial
Chemicals earnings and lower interest expense will drive the
sequential improvement in fourth quarter earnings.  Industrial
Chemicals earnings will benefit from improved operating
performance in the alkali business and lower costs at Astaris.  
Interest expense will improve following the retirement of FMC's
September 2003 bond maturities with restricted cash already on the
balance sheet.  We continue to believe that 2003 represents the
low point of our earnings.  For 2004, an improved outlook for
Industrial Chemicals and lower interest expense, partially offset
by continued cost escalation in energy, insurance and pensions,
should result in 2004 earnings per share before restructuring and
other charges at the low end of analysts' current projections."
    
Additional details on the FMC's outlook and guidance can be found
in the Outlook Statement available on the web at http://ir.fmc.com
on the Conference Call page.

FMC Corporation (S&P, BB+ $300 Million Senior Secured Notes
Rating, Negative) is a diversified chemical company serving
agricultural, industrial and consumer markets globally for more
than a century with innovative solutions, applications and quality
products.  The company employs approximately 5,500 people
throughout the world.  FMC Corporation divides its businesses into
three segments: Agricultural Products, Specialty Chemicals and
Industrial Chemicals.

  
GENTEK: US Trustee & Latona Ink Pact Re Disgorgement of Payment
---------------------------------------------------------------
Latona Associates Inc. asks the Court to dismiss as moot the U.S.
Trustee's request to compel the GenTek Inc. Debtors to seek
disgorgement of improper postpetition payments to Latona.

Latona argues that the U.S. Trustee seeks relief that is
unwarranted by the facts, the applicable law and the equitable
principles underlying the Bankruptcy Code.  The Debtors were
authorized by the Bankruptcy Code and the Court to pay Latona for
postpetition services, and thus, would be unsuccessful in
attempting to avoid the transfers.  Furthermore, rather than
disadvantaging other creditors, Latona's agreement to continue
providing postpetition services allows the Debtors to operate
and, therefore, facilitate their reorganization.  Latona agreed
to continue with its services under the GenTek Agreement for only
three-fourths of the fees that it is owed under that agreement.

Moreover, all the facts were disclosed from the start of the
case.  The Debtors disclosed their relationship with Latona in
virtually all "first day motions."  In addition, numerous
securities filings provided even greater detail and were readily
available to the U.S. Trustee and other parties-in-interest.

John C. Phillips, Esq., at Phillips, Goldman & Spence, P.A., in
Wilmington, Delaware, asserts that although Latona is not a
"professional" within the meaning of Section 327 of the
Bankruptcy Code, litigating the issue by filing an adversary
proceeding would not serve the best interests of the Debtors and
their estates given the additional costs and expenses that it
will require.

Mr. Phillips tells Judge Walrath that even though the U.S.
Trustee's request has no basis in fact or law, in order to save
the estates the enormous costs that would be incurred in
litigation, Latona voluntarily agreed to repay the postpetition
amounts it received from the Debtors so as to prevent any delay
in the Debtors' reorganization.  Mr. Phillips clarifies that this
voluntary undertaking does not constitute an admission of any
liability, non-disclosure, or wrongdoing on Latona's part.  

Mr. Phillips relates that Latona's agreement not only obviates
the need for the Debtors to file and prosecute an adversary
proceeding against Latona, it also grants the Debtors 100% of the
relief that the U.S. Trustee believes the Debtors should seek.  

                     Parties Stipulate

In a Court-approved stipulation, the U.S. Trustee and Latona
agree that:

   (a) Latona will disgorge, on or before the Effective Date of
       the Plan, all sums paid to it by the Debtors since the
       Petition Date;

   (b) Latona will waive all claims against the Debtors arising
       from the Latona Agreement, including all administrative
       claims relating to services provided under the Latona
       Agreement and any claims relating to any assertion that
       the Latona Agreement was rejected, and Latona will have no
       right to recover, directly or indirectly, from the Debtors
       on account of any waived claims;

   (d) Upon Latona's compliance of the disgorgement, it will
       promptly provide proof of its disgorgement to the Office
       of the United States Trustee.  Upon Latona's provision of
       the proof, the Motion to Compel will be dismissed by the
       U.S. Trustee;

   (e) Latona will not enter into any agreements with any person
       or entity that would reimburse Latona for its services to
       the Debtors during the pendency of the bankruptcy cases or
       the sums disgorged;

   (f) Latona will retain the right to offer and negotiate for
       the provision of post-Effective Date services to the new
       Board of Reorganized GenTek on whatever terms and
       conditions Latona deems appropriate, subject to the
       approval of the new Board of Reorganized GenTek; and

   (g) Notwithstanding any releases that may be granted to Latona
       in the Plan, Latona will not be released from the
       obligations undertaken in the stipulation.
  
As agreed, any future contractual relationships between Latona
and Reorganized GenTek will be determined through arm's-length
negotiations between Latona and GenTek's new Board of Directors.
No arrangements, agreements, or understandings, verbal or
written, exist tying Latona's decision to make the repayment with
any post-Effective Date relationship with the Debtors. (GenTek
Bankruptcy News, Issue No. 23; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GLOBAL CROSSING: Seeks to Extend Plan Exclusivity to December 3
---------------------------------------------------------------
Pursuant to Sections 105(a), 363(b)(1) and 1121 of the Bankruptcy
Code, the Global Crossing Debtors sought and obtained a Court
order extending their Exclusive Periods to:

    (a) file a Chapter 11 Plan on the earlier of:

        -- December 3, 2003; or

        -- in the event the Purchase Agreement is terminated by
           its own terms, two weeks from the date of termination;
           and

    (b) solicit acceptances of the Plan until February 1, 2004.

Although the Debtors have received all the necessary regulatory
approvals for the Sale Transaction with ST Telemedia, the Parties
need additional time to prepare the Closing.  In the unlikely
event that the Parties cannot close the Transaction, Michael F.
Walsh, Esq., at Weil, Gotshal & Manges LLP, in New York, says,
the Debtors will need additional time to formulate and file a new
plan of reorganization without having the destabilizing effects
of competing plans.

"The Exclusivity Periods have permitted the Debtors to negotiate
and reach reasonable agreement with the Creditors' Committee and
the Agent," Mr. Walsh remarks.  If the Debtors do not maintain
the exclusive right to present and file a plan and solicit
acceptances thereof, the Debtors will lose the benefit derived
from these negotiations that have permitted the parties-in-
interest to amicably work together in the absence of competing
plans to form reasonable terms of reorganization. (Global Crossing
Bankruptcy News, Issue No. 49; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


IMCO RECYCLING: September Working Capital Deficit Tops $62 Mil.
---------------------------------------------------------------
IMCO Recycling Inc. (NYSE: IMR) reported a net loss of $342,000 or
$.02 per common diluted share for the third quarter of 2003.
    
In the same period of 2002 the company recorded net earnings of
$2.5 million or $.17 per share.
    
The major factors affecting IMCO's financial results in the third
quarter of 2003 are as follows.

     --  The company began reporting separate segment results for
         its aluminum-international activities in 2003 because of
         the March 1 acquisition of effective full ownership in
         VAW-IMCO of Germany whose financial results had
         previously been reported under the equity method of
         accounting but are now consolidated into the company's
         accounts.  Third quarter income of the aluminum-
         international segment was $2.4 million including a mark-
         to-market aluminum hedge loss of $1.3 million.  This
         unrealized loss was recorded because the LME aluminum
         price and the relative value of the dollar both declined
         at the end of the third quarter.  VAW-IMCO's metal
         hedging program does not currently qualify for hedge
         accounting under FAS 133 and therefore the subsidiary was
         required to mark its aluminum hedge contracts to market.  
         At the current LME price and foreign exchange rate the
         unrealized hedge loss would not have occurred.  Third
         quarter 2003 income of the aluminum-international segment
         decreased by $3.9 million or 62 percent compared with
         that of the second quarter due to a decline in processing
         volume caused by seasonal shutdowns of customers'
         manufacturing facilities and to the unrealized hedge
         loss.

     --  Income of the company's aluminum-domestic segment was
         $3.8 million, a decrease of 63 percent compared with
         2002's third quarter.  This decline was due to a 16
         percent decrease in processing volume at U.S. aluminum
         recycling and specialty alloys plants, to a reduction in
         profit margins that mainly resulted from the scarcity and
         high cost of scrap, and to greater natural gas costs.  
         Processing volume at IMCO's aluminum recycling facilities
         has been depressed for nearly three years by the
         continued low level of U.S. industrial activity, a
         decrease in the beverage can recycling rate and other
         factors.

     --  Income of the company's zinc segment was $1.6 million, an
         increase of 87 percent compared with 2002's third
         quarter.  This improvement occurred because processing
         volume at these facilities rose and the zinc price moved
         higher.

Don V. Ingram, chairman and chief executive officer, said he
believes that in the third quarter IMCO's aluminum-domestic
segment "reached a bottom in terms of both volume and  
profitability and that we are seeing improvement in aluminum
industry conditions.  Aluminum and zinc commodity prices have
moved higher in recent weeks indicating a strengthening market.  
We also expect better results from our European and Latin American
operations in the fourth quarter.
    
"Going forward, we will benefit from the recent refinancing of
virtually all of our outstanding debt because it simplifies our
capital structure, consolidates our debt into a long-term
arrangement and makes funds available for future growth."
    
Mr. Ingram said the anticipated improvement in the company's
operating profitability in the current period is likely to be
offset by higher interest costs resulting from the refinancing and
that IMCO's fourth quarter per share results are expected to be
similar to those of the third quarter.

In the fourth quarter of 2002 the company had net earnings of $1.5
million or $.10 per share.
    
In the third quarter and first nine months of 2003, IMCO
Recycling's processing volume, revenues, cost of sales, selling,
general and administrative expense and borrowing costs all
increased from year ago-levels because of the consolidation of
VAW-IMCO's operations and greater production at the company's
Brazilian and Mexican facilities.  Revenues rose more than
processing volume because the majority of VAW-IMCO's volume is
based on product sales that include the cost of metal purchased,
processed and sold.

Total third quarter processing volume was 741.5 million pounds, 14
percent above volume of 651.0 million pounds in the same period
last year.
    
Revenues rose 21 percent to $219.6 million from $180.9 million in
the third quarter of 2002.
    
IMCO Recycling's net earnings in the first nine months of 2003
totaled $3.4 million or $.24 per share.  In the same period of
2002, net earnings were $5.4 million or $.37 per share before the
cumulative effect of a required accounting change regarding
valuation of goodwill that was adopted effective January 1, 2002.  
After the effect of the accounting change, the company recorded a
net loss of $53.3 million or $3.63 per share for the first three
quarters of 2002.
    
Processing volume in the first nine months of 2003 increased 15
percent to 2.17 billion pounds from 1.88 billion pounds in the
same period last year.

Revenues rose 26 percent to $654.1 million from $519.3 million in
the first three quarters of 2002.

As of September 30, 2003, IMCO Recycling Inc. records total
current assets of $174,516,000 as compared to total current
liabilities of $236,748,000             
    
IMCO Recycling Inc. is one of the world's largest recyclers of
aluminum and zinc.  The company has 22 U.S. production plants and
five international facilities located in Brazil, Germany, Mexico
and Wales.  IMCO Recycling's headquarters office is in Irving,
Texas.


IMPERIAL PLASTECH: Will File Late Fin'l Statements on Nov. 30
-------------------------------------------------------------
Imperial PlasTech Inc. (TSX: IPQ) announced that it is working
with its auditors, Deloitte Touche, to complete its interim
financial statements for the three months ended August 31, 2003.

On September 23, 2003 Imperial PlasTech announced that it would be
late in filing its interim financial statements for its third
quarter. Imperial PlasTech is required to file its third quarter
financial statements by October 30, 2003. Imperial PlasTech
continues to anticipate that its interim financial statements will
be filed on or prior to November 30, 2003.

This announcement is being made in accordance with the Alternate
Information Guidelines of the Ontario Securities Commission,
whereby Imperial PlasTech is required to update the market every
two weeks so long as it is in default of filing its interim
financial statements.

The PlasTech Group is a diversified plastics manufacturer
supplying a number of markets and customers in the residential,
construction, industrial, oil and gas and telecommunications and
cable TV markets. Currently operating out of facilities in Atlanta
Georgia, Peterborough Ontario and Edmonton Alberta, the PlasTech
Group is focusing on the growth of its core businesses and
continues to assess its non-core businesses. For more information,
please access the groups website at http://www.implas.com

                         *    *    *

                Liquidity and Capital Resources

The Company had a cash flow deficiency from operations during the
quarter ended May 31, 2003, before changes in non-cash working
capital, of negative $4.8 million compared to negative $1.3
million for the same quarter of fiscal 2002. The increase in
outflow reflects the financial condition of the Company, including
the payment of suppliers on a cash on delivery basis, and the
payment of $0.3 million in insurance premiums, payments for work
fees related to potential refinancing and payments for relocation
costs related to the relocation of the Company's premises in
Atlanta, Georgia in December 2002.

After changes in non-cash working capital, cash used in operations
during the quarter ended May 31, 2003 was negative $0.4 million
compared to negative $3.0 million during the same quarter of
fiscal 2002. The changes in non-cash working capital reflected a
write-down of current assets, including an inventory write-down of
$1.9 million and an additional allowance for doubtful accounts of
$0.3 million.

The Company had a working capital deficiency of $11.5 million as
at May 31, 2003 compared to positive working capital of $7.4
million as at May 31, 2002. The working capital deficiency
increased from the amount reported at the end of the previous
quarter as a result of long-term debt being reclassified as
current debt combined with the inventory write-down of $1.9
million and an additional allowance for doubtful accounts of $0.3
million.

Accounts receivable of $2.2 million as at May 31, 2003 reflected a
reduction of $0.9 million in accounts receivable during the second
quarter of fiscal 2003 compared to an increase of $2.9 million in
accounts receivable during the second quarter of fiscal 2002. The
reduction of accounts receivable during the second quarter of
fiscal 2003 reflects a 57% decrease in sales compared to the same
quarter of fiscal 2002. As at May 31, 2003, the Company completed
a review of accounts receivable that resulted in an additional
allowance for doubtful accounts of $0.3 million for the quarter
ended May 31, 2003. In addition, the Company made concerted
efforts to collect all accounts receivable over 60 days from
December 2002 to May 31, 2003, which resulted in a reduction of
accounts receivable. The collection proceeds were used for general
corporate purposes. In addition, the Ameriplast operations were
suspended, the Petzetakis operations were discontinued and PVC,
ABS and Hose businesses were discontinued.


INSITE VISION INC: Ernst & Young Cuts Professional Ties
-------------------------------------------------------
On October 21, 2003, Ernst & Young LLP notified InSite Vision
Incorporated that it would resign as the Company's independent
public accountants effective following the completion of its
review of the Company's Form 10-Q for the Quarter ended September
30, 2003. The Company anticipates filing its Form 10-Q for the
quarter ended September 30, 2003 on or before November 14, 2003.
The Audit Committee of the Company's Board of Directors was
informed of, but did not recommend or approve, Ernst's
resignation.

Ernst & Young's report on the financial statements for the year
ended December 31, 2002 contained an explanatory paragraph
expressing substantial doubt about the Company's ability to
continue as a going concern.  


IT GROUP: Maxey Flat Seeks Ownership & Access to Records
--------------------------------------------------------
Maxey Flats Site, IRP, LLC is an entity formed for the purpose of
supervising the remediation of a large radioactive waste
Superfund site located in Fleming County, near Morehead,
Kentucky.  Pursuant to a Consent Decree entered in litigation
relating to the site, Robert S. Goldman, Esq., at Phillips,
Goldman & Spence, PA, in Wilmington, Delaware, relates that Maxey
Flats was required to design and construct a project to remediate
the site, consistent with the requirements of the United States
Environmental Protection Agency.

In connection with its obligations under the Consent Decree,
Maxey Flats engaged IT Corporation to serve as the primary
provider of engineering and construction services in connection
with the remediation effort at the site.  That engagement is
reflected in an Engineering and Construction Services Agreement
between Maxey Flats and IT Corp. dated May 15, 1995.

In addition to engineering and construction duties, the Agreement
requires IT Corp. to deliver to Maxey Flats, on Maxey Flats'
request:

     "[A]ll originals and all copies of documents, drawings,
     designs, specifications, notes and notebooks, tracings,
     photographs, negatives, maps, computer, programs/memories,
     calculations, working papers and worksheets, reports,
     findings, recommendations, data, minutes of meetings,
     memoranda and any other information generated in the
     performance of the Services. . . ."

The Agreement also requires IT Corp. to deliver to Maxey Flats a
monthly progress report and other progress reports as are
required.

All of the documents and records described, Mr. Goldman asserts,
are property of Maxey Flats, and not of IT Corp.'s bankruptcy
estate.  Maxey Flats is the owner of the documents and records
upon their creation -- there are no contingencies to Maxey Flats'
ownership interests.  Maxey Flats' right to possession is
immediate.  Furthermore, Mr. Goldman contends that Maxey Flats
does not require relief from the automatic stay because none of
the documents to which it seeks access are property of IT Corp.

Maxey Flats asked IT Corp. to turn over any and all documents and
records that, pursuant to the Agreement, are property of Maxey
Flats.  Maxey Flats also asked IT Corp. to provide Maxey Flats
with access to the documents and records so that it may recover
them.  However, IT Corp. refused to cooperate.  Although IT Corp.
refused to turn over the documents and records or grant Maxey
Flats access to them, Mr. Goldman remarks that IT Corp. did not
contend that it or any other third party is the owner of the
documents and records or that the documents and records are
otherwise property of the estate.

Mr. Goldman points out that the Court has broad equitable power
to declare the rights of the parties and to compel IT Corp. to
deliver or to provide Maxey Flats with access to the documents
and records, which will relieve the estate of the burden of
retaining and storing documents and records that are useless to
it.  Maxey Flats' request is not inconsistent with the Bankruptcy
Code, nor does it impair or otherwise affect any rights IT Corp.
may have as a debtor-in-possession.

Accordingly, Maxey Flats asks the Court to:

    (a) declare that Maxey Flats is the owner of any and all
        documents set forth in the Agreement;

    (b) direct IT Corp. to provide access to the documents and
        records to Maxey Flats; and

    (c) permit Maxey Flats to retain the documents and records.
        (IT Group Bankruptcy News, Issue No. 35; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)  


J. CREW INTERMEDIATE: Commences Exchange Offer for Senior Notes
---------------------------------------------------------------
J.Crew Intermediate LLC announced that it has commenced an offer
to exchange $193,346,138 aggregate principal amount of its
registered 16% Senior Discount Contingent Principal Notes due 2008
for an equal principal amount of its outstanding unregistered 16%
Senior Discount Contingent Principal Notes due 2008.

A written prospectus providing the terms of this exchange offer
may be obtained through the exchange agent, U.S. Bank National
Association, Corporate Trust Department, 60 Livingston Avenue, St.
Paul, Minnesota 55107.  This exchange offer commenced on October
29, 2003 and will expire at 5 p.m., New York City time, on
December 1, 2003.
    
On May 6, 2003, J.Crew Group, Inc. had exchanged the unregistered
16% Senior Discount Contingent Principal Notes due 2008 of
Intermediate for approximately 85% of the aggregate principal
amount of its then outstanding 13 1/8% Senior Discount Debentures
due 2008 as part of an exchange offer and consent solicitation.
    
J.Crew Group, Inc., whose August 2, 2003 net capital deficit
amounts to $415 Million, is a leading retailer of men's and
women's apparel, shoes and accessories.  As of August 2, 2003, the
Company operated 155 retail stores, the J.Crew catalog business,
jcrew.com, and 42 factory outlet stores.


KEY ENERGY: Secures New $175 Million Revolving Credit Facility
--------------------------------------------------------------
Key Energy Services, Inc. (NYSE: KEG) announced its operating
results for the quarter ending September 30, 2003, which
represented both a sequential improvement over the June 2003
quarter and a significant improvement over the prior year period.

Net income before discontinued operations for the September 2003
quarter was approximately $6.3 million, compared to approximately
$6.2 million for the June 2003 quarter and a loss before
discontinued operations and the cumulative effect of adoption of
SFAS 143 of approximately $2.3 million for the September 2002
quarter. Earnings per diluted share before discontinued operations
for the September 2003 quarter were approximately $0.05, compared
to earnings per diluted share of approximately $0.05 for the June
2003 quarter and a loss before discontinued operations and the
cumulative effect of adoption of SFAS 143 of approximately $0.02
for the September 2002 quarter. Net income for the September 2003
quarter was impacted by an increase in income tax expense as the
Company's effective tax rate increased from the prior quarter.

During the September 2003 quarter, industry conditions improved
modestly. Pricing for well service equipment and drilling rigs
remained constant. Rig hours for the September 2003 quarter
totaled approximately 618,400, representing a 2.8% increase over
total rig hours of approximately 601,800 for the June 2003 quarter
and a 12.2% increase over total rig hours of approximately 551,100
for the September 2002 quarter.

In late September and through October to date, activity has
moderated in the U.S. land market in several of the Company's
operating regions, with several major and large independent
producers having reduced production services spending. Total
weekly rig hours are currently averaging approximately 46,300 per
week compared to approximately 48,400 in August. Our customers
have indicated that if commodity prices remain near or above
current levels they intend to moderately increase capital spending
for production services in early-to-mid-2004.

In addition, the Company announced that it has received or expects
to receive commitments from certain members of its current bank
group to provide a new four-year $175 million revolving credit
facility to replace the Company's current $150 million revolver
set to mature in July 2005. The new credit facility, which is
expected to close in November, will feature a lower interest rate,
an enhanced covenant package designed to accommodate the Company's
growth strategy and an extended term. The Company intends to use
this new facility to provide short-term working capital, letters
of credit and flexibility to reduce/refinance higher cost debt,
all at reduced interest rates relative to the current facility.

The Company completed the previously announced sale of its oil and
natural gas properties during the September 2003 quarter. As
stated in the Company's last conference call, these assets were
not core to its production services focus. The Company received
net cash proceeds of approximately $7.2 million after repaying the
Company's volumetric production payment and related costs. As a
result of the sale, the Company will treat its oil and natural gas
production business as a discontinued operation for all periods
and has recorded an after-tax charge to discontinued operations of
approximately $7.4 million, or $0.06 per diluted share, during the
September 2003 quarter.

Francis D. John, Chairman and CEO, stated, "While current activity
levels have moderated, the Company is exceptionally well
positioned and is in fact executing on its near-term and three-
year stated objectives. During the quarter and year to date, our
strong cash flow after capital expenditures, supported by our
strong maintenance base of business, has allowed us to continue to
reduce debt, expand our rental tool and international operations,
as well as launch our technology initiatives. Specifically,
earlier this month, we introduced our KeyViewT system. This system
will allow Key to capture job site operating data that can create
significant efficiency improvements for both Key and our customers
as well as provide a safer work environment. Further, the system
provides Key an opportunity to capture additional revenue. Thus
far, we have commitments, or expressions of interest, for
approximately 60 units and expect to have 250 units installed by
the end of 2004."

Mr. John continued, "We have seen significant strengthening in our
international operations in Egypt and Argentina and are currently
evaluating specific opportunities to expand our international
presence. Discussions are ongoing in Russia, Mexico and South
America that, if successful, could allow Key to deploy idle rigs
and related assets in these markets, resulting in increased
revenue and margin contribution from international operations. In
addition, with our strong cash position, new bank facility and
improved safety performance, we expect to see a substantial
decrease in our fixed cost structure in 2004. We plan to retire
the $97 million of 14% notes currently outstanding on January 14,
2004, resulting in approximately $14 million of reduced annual
interest expense from today's run rate. In addition, we expect
that at current activity levels, operating costs should decrease
between $5 and $10 million annually as a result of reduced
insurance and workers compensation costs as well as improved
operating efficiencies anticipated from our technology initiatives
and preventive maintenance programs."

Mr. John concluded, "As we have consistently stated, Key is
committed to achieving its three stated objectives over the next
two to three years which are as follows: (1) reduce net debt to
total capitalization to less than 25% through further debt
reduction; (2) grow through our rental tool and international
operations and through the introduction of technology; and (3) be
in a position to implement a share repurchase and/or dividend
program. Even if market conditions remain sluggish over the next
several quarters, we are confident that we will meet these
objectives."

Key Energy Services, Inc. is the world's largest rig-based,
onshore well service company and owns and/or operates
approximately 1,498 well service rigs, 2,448 oilfield service
vehicles, as well as 76 drilling rigs. The Company provides
diversified energy operations including well servicing, contract
drilling, pressure pumping, fishing and rental tool services and
other oilfield services. The Company has operations in all major
onshore oil and gas producing regions of the continental United
States and internationally in Argentina, Egypt and Canada.

                           *   *   *

As reported in the Troubled Company Reporter's May 12, 2003
edition, Standard & Poor's Ratings Services affirmed its 'BB'
corporate credit rating on Key Energy Services Inc. Standard &
Poor's also assigned it 'BB' rating to Key's proposed $150 million
senior unsecured notes due 2013. The outlook is stable.


KINGSWAY: Closes $20M Private Placement of Preferred Securities
---------------------------------------------------------------
Kingsway Financial Services Inc. (TSX:KFS, NYSE:KFS) announced the
completion of a private placement of trust preferred securities of
approximately US$20 million in 30-year floating rate trust
preferred securities, with net proceeds of approximately
US$19.4 million.

The net proceeds of the offering will be used to provide
additional capital to Kingsway's subsidiaries to support the
growth of our business and for general corporate purposes, which
may include the repayment of existing credit facilities.
    
The trust preferred securities have not been registered under the
United States Securities Act of 1933 or any state securities
laws and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements under the Securities Act.

Kingsway's primary business is trucking insurance and the insuring
of automobile risks for drivers who do not meet the criteria for
coverage by standard automobile insurers. The Company currently
operates through nine wholly-owned insurance subsidiaries in
Canada and the U.S. Canadian subsidiaries include Kingsway General
Insurance Company, York Fire & Casualty Insurance Company and
Jevco Insurance Company. U.S. subsidiaries include Universal
Casualty Company, American Service Insurance Company, Southern
United Fire Insurance Company, Lincoln General Insurance Company,
U.S. Security Insurance Company, American Country Insurance
Company and Avalon Risk Management, Inc. The Company also operates
reinsurance subsidiaries in Barbados and Bermuda. Kingsway
Financial, Lincoln General Insurance Company, Universal Casualty
Insurance Company, Kingsway General, York Fire, Jevco and Kingsway
Reinsurance (Bermuda) are all rated "A-" Excellent by A.M. Best.
The Company's senior debt is rated 'BBB' (investment grade) by
Standard and Poor's and by Dominion Bond Rating Services. The
common shares of Kingsway Financial Services Inc. are listed on
the Toronto Stock Exchange and the New York Stock Exchange, under
the trading symbol "KFS".

                      *   *   *

As previously reported, Standard & Poor's Ratings Services
assigned its 'BB+' global scale preferred share rating to Kingsway
Financial Services' guarantee of Kingsway Financial Capital Trust
I's U.S. trust preferred securities issue of up to US$72 million.
The 'BBB' long-term counterparty credit rating on KFS remains
unchanged. The outlook is stable.


MAGELLAN HEALTH: Asks Court to Disallow & Expunge Various Claims
----------------------------------------------------------------
Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, informs the Court that 4,075 proofs of claim have been
filed against the Magellan Health Services, Inc. Debtors with
Bankruptcy Services LLC, the Court-appointed claims agent in these
Chapter 11 cases.  The Debtors commenced the claims reconciliation
process and identified particular categories of proofs of claim
for disallowance and expungement or reclassification.  In
addition, the Debtors currently are in the process of reconciling
the claim amounts set forth in the Schedules of Liabilities with
the amounts asserted in the corresponding proofs of claim.  

                         Duplicate Claims

Mr. Karotkin reports that 48 claims aggregating $8,458,091 are
duplicative of claims made against the same Debtors for the same
dollar amount and in respect of the same obligation.  These
claims include:

                                Duplicate              Surviving
   Claimant                       Claim       Amount     Claim
   --------                     ---------     ------   ---------
   Allegheny General Hospital      1748   $1,534,926     1742
   Berry Ma, Joy D                 3717       58,169     3297
   Buchalter, Nemer & Fields       1568       72,066     1567
   Fanning, Joyce                   932    1,000,000      522
   Kime, Margie                    2861    3,000,000     2860
   New England Medical Center      3216      527,092     3215
   Pennsylvania Dept. of Revenue    536       26,935      230
   Rubert, Sandra                   934    1,000,000      523
   Seaboard Surety Company         1570      950,000     1422
   Southwester Bell Telephone Co.   169       22,291      164        

Thus, it appears that the claimant erroneously filed the same
proof of claim more than once.  In the event duplicate claims are
not formally disallowed and expunged, Mr. Karotkin says, the
creditors that filed the duplicative proofs of claim could
potentially receive a double recovery.  Moreover, elimination of
redundant claims will enable the Debtors to maintain a claims
register that more accurately reflects the claims that have been
asserted against them, Mr. Karotkin contends.

Accordingly, the Debtors ask the Court to disallow and expunge
the 48 Duplicate Claims.

                        Late-Filed Claims

According to Mr. Karotkin, these proofs of claim were not filed
on or before the Bar Date or other deadline to file claims as
authorized by the Bankruptcy Code or prior Court order:

   Claimant                        Late-Filed Claim       Amount
   --------                        ----------------       ------
   Skinner, Crystal                        4195     undetermined
   Southwestern Bell Telephone Co.         4075          $22,292
   Wheatley-Terry, Laverne                 4065          300,000
   Zaccagnini, Jennifer                    4213          180,000

These claimants are not otherwise excused from filing a proof of
claim pursuant to the deadline established by the Bar Date Order.  
Section 502(b)(9) of the Bankruptcy Code provides that a claim
will not be allowed if "proof of such claim is not timely filed,"
Mr. Karotkin asserts.  

Accordingly, the Debtors ask the Court to disallow and expunge
the four Late-Filed Claims.

                       Claims Already Paid

On March 11, 2003, the Court entered a series of "first-day
orders" authorizing the Debtors to pay certain prepetition
claims, including, but not limited to, those prepetition claims
related to:

   (1) employee wages, compensation, and benefits;
   (2) workers' compensation programs and insurance policies;
   (3) regulatory fees;
   (4) use taxes;
   (5) certain customer obligations; and
   (6) certain claims of providers and physician advisors.

Hence, Mr. Karotkin relates that 313 proofs of claim aggregating
$1,967,160 have been paid in full after the Petition Date,
pursuant to the Court orders.  These claims include:

   Claimant                             Claim No.         Amount
   --------                             ---------         ------
   Gibson, Norman                       scheduled         $5,000    
   Hamlin MD, Thomas                    scheduled          2,715
   Healthcare Service Corporation          3116        1,360,281
   Helping Hand House                   scheduled          1,500
   Internal Revenue Service             scheduled        364,794
   Krajewski MD, Thomas                 scheduled          1,032
   Lovelace PHD, Richard                    751            2,310
   Peters, Marsha                       scheduled         11,277
   Shred-It                             scheduled         10,903
   Sungard Recovery Services            scheduled          9,008
   
Accordingly, the Debtors object to the allowance of the 313 Paid
Claims and ask the Court to disallow and expunge them all.

            Duplicate Claims of Individual Noteholders

Magellan Health Services, Inc. issued two series of notes, each
of which is being administered by an indenture trustee pursuant
to an indenture trust agreement.  Pursuant to each of the
Indenture Trust Agreements, the Indenture Trustees have the right
to assert all claims on behalf of their noteholders.  Indeed, for
each series of notes outstanding:

   (1) the appropriate Indenture Trustee filed a proof of claim;
       or

   (2) Magellan scheduled the Indenture Trustee's claim in its
       Schedules as undisputed, in each case for the total amount
       due on each series of notes.

Thus, any Claims asserted by or on behalf of individual
noteholders are duplicative of the global claim filed by the
appropriate Indenture Trustee or scheduled by Magellan.  Mr.
Karotkin states that 11 noteholders filed proofs of claim
aggregating $317,162,431 that were already included as part of
one of the Indenture Trustee Claims:

                                 Duplicate             Surviving
   Claimant                        Claim      Amount     Claim
   --------                      ---------    ------   ---------
   Bea CBO 1998-1 Ltd.              2375    $750,000   567, 2067
   Elf Funding Trust I              2330   2,318,756   567, 2067
   High Yield Income Fund, Inc.     2741     440,000   567, 2067
   Long Lane Master Trust IV        2332   8,805,874   567, 2067
   ML CBO IV (Cayman) Ltd.          2331   1,257,801   567, 2067
   Pequot Capital Management        3213  49,585,000   567, 2067
   Prudential High Yield Fund       2742   4,755,000   567, 2067
   Prudential Series Fund           2737   6,770,000   567, 2067
   Prudential Series Fund           2739     100,000   567, 2067
   R2 Investments, LDC              1740 242,250,000   567, 2067
   Strategic Ptnrs Asset Allocatn   2740     130,000   567, 2067

Mr. Karotkin asserts that the Debtors should not be required to
pay twice on the same obligation.  Moreover, elimination of
redundant claims will enable the Debtors to maintain a claims
register that more accurately reflects the Claims that have been
asserted against them.

The Debtors object to the allowance of each of the Noteholder
Claims and ask Judge Beatty to disallow and expunge the
Noteholder Claims in their entireties.  

                        Litigation Claims

According to Mr. Karotkin, 196 claims aggregating $351,355,438
were filed against the Debtors for various alleged legal
liabilities, which the Debtors determined is not properly
allowable because they have no liability under the claim.  Thus,
the Debtors ask the Court to disallow and expunge the 196
Litigation Claims, which include:

   Claimant                            Claim No.          Amount
   --------                            ---------          ------
   Davidson, Robert M.                     2987      $75,000,000     
   Gonzales, Diane, Estate of              3528        5,000,000
   Kime, Margie                            2861        3,000,000
   Komar, Vanessa E.                       2988       75,000,000
   Motley, Kevin                           1035        4,500,000
   Riddle, John Randolph                   3136        5,000,000
   Rubin-Schneiderman, Eric                 444       10,000,000
   Steadfast Insurance                     2918        7,921,265
   Varughese M.                            2168       10,000,000
   Wachovia Bank, NA                        221       39,904,453

     Claims Not Consistent with the Debtors' Books and Records

After a review of their books and records, the Debtors determined
that they do not have any obligation owing to these entities
asserting claims aggregating $9,470,338:

   Claimant                                 Claim No.     Amount
   --------                                 ---------     ------
   Arboretum Properties                         532       $8,798
   Brandywine Operating Partnership, LP        1791        2,133
   Co-Solarium LLC                             1181        7,721
   Detroit-Wayne County Community Mental       3663    1,075,000
   Docsley Associates Limited Partnership      3329    5,068,860
   Information Leasing Corp.                     60       40,319
   Information Leasing Corp.                     71       22,198
   IOS Capital                                   20      149,696
   Law Office of Jane Cohen                     516        2,458
   Mid a Terrace LLC                           2040      591,600
   Patel, Dilip                                2043    1,500,000
   Southern Pine Plantation Comm               1184      180,960
   Southern Pine Plantation Comm                635       11,188
   Tenet Healthcare Corp.                      1213      267,684
   Tierone Bank                                3086      484,866
   Trizechahn Gateway LLC                      1218       40,085
   W9/LWS II Real Estate Ltd. Partnership      3223       16,951

Accordingly, the Debtors ask the Court to disallow and expunge
these 17 claims.

                 Claims to be Reduced and Allowed

Mr. Karotkin asserts that 18 proofs of claim aggregating
$6,933,207 are not properly allowable because the amounts of
those claims are greater than the amounts actually owed by the
Debtors to the claimants.

According to the Debtors' books and records, each of these
claimants has an allowed claim against the Debtors in these
amounts:

                                             Claim       Allowed
   Claimant                     Claim No.    Amount      Amount
   --------                     ---------    ------      -------
   Amalgamated Gadget, L.P.       3214    $2,100,000  $1,750,000

   Humana Insurance Company       2639     9,120,780   3,638,968

   Information Leasing Corp.        64        54,035       6,487
                                    65        97,726       5,161
                                    68       134,145       6,673
                                    69        96,449       3,207
                                    74       384,010      41,502
                                    75       274,651       6,110

   Parkway Properties             1195        34,488      34,009

   Physicians Health Plan         3087       161,158     114,275

   Powers Ferry Landing West       215     1,131,217     827,727

   Reckson Operating Partnership    80        83,607      56,417

   Southwest Michigan Health      2716       226,085      75,251

   State of Maryland              2809       193,624      97,136
                                   486       140,784      10,265

   Venus LP                       1631       225,775      94,117

   Westage Realty LLC             1236       100,354      73,325

   Zulu, Inc.                       16       384,027      95,577        

The Debtors ask the Court to reduce and allow these claims in the
proposed amounts.

                   Improperly Classified Claims

Mr. Karotkin relates that 539 claims amounting to $156,684,798
were filed as unsecured claims entitled to priority status under
Section 507(a) of the Bankruptcy Code.  Section 507(a) entitles
certain unsecured claims to priority status over other general
unsecured claims.  However, the 539 Claims are not entitled to
priority under any of the subsections of Section 507(a).

Accordingly, the Debtors object to the classification of the 539
Claims as priority claims and ask the Court to reclassify each of
these claims as a general unsecured claim.  

Among the Improperly Classified Claims are:

   Claimant                             Claim No.         Amount
   --------                             ---------         ------
   Butler Hospital Providence              2976         $267,597
   Davidson, Robert                        2987       75,000,000  
   Detroit Receiving Hospital              1497          612,804
   Epotec, Inc.                            2063          700,000  
   Ferguson, Theresa                       1111        1,500,000   
   Komar, Vanessa                          2988       75,000,000  
   Mt. Carmel Guild Behavioral             3248          269,986
   Norwalk Hospital Assoc.                 2786          131,233
   Seaboard Surety Company                 1422          950,000
   Sinai-Grace Hospital                    1496          220,708
   Sonan, Joan                              755          200,000
   Summer Sky                               305          106,737
   Weschester Medical Center               2913          794,386

                      Administrative Claims

Nextira One, LLC filed two claims for administrative expenses
under Section 503(b) of the Bankruptcy Code.  The Debtors argue
that these claims should have been filed as general unsecured
claims.

Mr. Karotkin notes that Section 503(b) entitles certain costs and
expenses of the estate to be accorded administrative expense
priority under Section 507(a)(1).  However, Nextira's Claims do
not fall within any of the categories of administrative expenses
listed in Section 503(b).

Accordingly, the Debtors object to these claims and ask Judge
Beatty to reclassify them as general unsecured claims:

   Claimant                            Claim No.       Amount
   --------                            ---------       ------
   Nextira One, LLC                       3121        $47,448
                                          3118          3,137
(Magellan Bankruptcy News, Issue No. 17: Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


MANITOWOC: Directors Approve $0.28 Dividend Payable on Dec. 10
--------------------------------------------------------------
The Board of Directors of The Manitowoc Company, Inc. (NYSE: MTW),
declared a cash dividend of $0.28 per share of common stock to
shareholders of record as of the close of business on December 1,
2003, payable on December 10, 2003.

The Manitowoc Company, Inc. (S&P, BB- Corporate Credit Rating,
Stable Outlook) is one of the world's largest providers of lifting
equipment for the global construction industry, including lattice-
boom cranes, tower cranes, mobile telescopic cranes, and boom
trucks. As a leading manufacturer of ice-cube machines,
ice/beverage dispensers, and commercial refrigeration equipment,
the company offers the broadest line of cold-focused equipment in
the foodservice industry. In addition, the company is a leading
provider of shipbuilding, ship repair, and conversion services for
government, military, and commercial customers throughout the
maritime industry.


MERRILL LYNCH: S&P Assigns Prelim. Ratings to 2003-KEY1 Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Merrill Lynch Mortgage Trust 2003-KEY1's $1.0 billion
commercial mortgage pass-through certificates series 2003-KEY1.

The preliminary ratings are based on information as of
Oct. 29, 2003. Subsequent information may result in the assignment
of final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans. Classes A-1, A-2, B, C,
D, and E are currently being offered publicly. Standard & Poor's
analysis determined that, on a weighted average basis, the pool
has a debt service coverage of 1.86x, a beginning loan-to-value of
78.2%, and an ending LTV of 66.5%.

                 PRELIMINARY RATINGS ASSIGNED
            Merrill Lynch Mortgage Trust 2003-KEY1
        Commercial mortgage pass-thru certs series 2003-KEY1
        Class                  Rating                  Amount ($)
        A-1*                   AAA                    201,373,000
        A-2*                   AAA                    521,502,000
        B*                     AA                      34,305,000
        C*                     AA-                     15,834,000
        D*                     A                       25,069,000
        E*                     A-                      10,555,000
        A1-A                   AAA                    179,617,000
        F                      BBB+                    11,875,000
        G                      BBB                      7,917,000
        H                      BBB-                    10,555,000
        J                      BB+                      5,278,000
        K                      BB                       5,278,000
        L                      BB-                      3,958,000
        M                      B+                       6,597,000
        N                      B                        2,639,000
        P                      B-                       1,320,000
        Q                      N.R.                    11,874,925
        WW-X                   N.R.                    21,000,000
        WW-1                   N.R.                     4,134,000
        WW-2                   N.R.                     4,145,000
        WW-3                   N.R.                    12,721,000
        XC                    AAA                 1,055,546,925
        XP                    AAA                 1,026,249,000
           
     * Classes A-1 through E are offered publicly.
      Interest-only class.
       Notional amount.
     N.R. -- Not rated.


METALS USA: Reports Profitable Third Quarter Results
----------------------------------------------------
Metals USA, Inc. (Amex: MLT), a leader in the metals processing
and distribution industry, announced results for the three and
nine months ended September 30, 2003.  Net income in the third
quarter of 2003 was $2.8 million, or $0.14 per share, compared to
a net loss for the predecessor company of $5.0 million, or a $0.14
loss per share for the third quarter of 2002, and a $0.11 income
per share reported in the second quarter of 2003.
    
Sales for the third quarter of 2003 were $245.1 million, compared
to sales for the predecessor company of $238.8 million reported
for the third quarter of 2002, and above sales of $242.3 million
reported in the second quarter of 2003.  Operating income for the
second quarter of 2003 was $5.9 million, compared to operating
income for the predecessor company of $7.2 million reported in the
third quarter of 2002, and better than the operating income of
$5.0 million reported in the second quarter of 2003.
    
Sales for the first nine months of 2003 were $713.7 million,
compared to sales for the predecessor company of $732.8 million
reported for the first nine months of 2002.  Net income in the
first nine months of 2003 was $4.9 million, or $0.24 per share,
compared to net loss of $19.2 million or $0.53 per share for the
first nine months of 2002.

C. Lourenco Goncalves, President and CEO stated, "We are pleased
to announce Metals USA's third consecutive quarterly improvement
in profitability.  We have taken significant strides toward the
improvement of our relationship with both our suppliers and
customers.  Nothing is more important than that.  We are focusing
much of our efforts to being the best customer for the domestic
steel and aluminum mills in order to build as strong a
relationship as possible.  A strong partnership with the domestic
mills should benefit ourselves, the mills and our customers.  I
believe that the metals business is relationship driven, and that
is one of the keys for the present and future success of Metals
USA."

Metals USA, Inc. is a leading metals processor and distributor in
North America.  Metals USA provides a wide range of products and
services in the heavy carbon steel, flat-rolled steel, specialty
metals, and building products markets.  For more information,
visit the company's website at http://www.metalsusa.com.

Metals USA, Inc. a has completed its financial restructuring and
has emerged from Chapter 11 proceedings.  Its Plan of
Reorganization, which was confirmed by the United States
Bankruptcy Court for the Southern District of Texas on October 18,
2002, became effective on October 31, 2002.


MIRANT: Gets Go-Ahead for $500M DIP Financing Facility from GE
--------------------------------------------------------------
Judge Lynn grants the Mirant Corp. Debtors' request to obtain DIP
Financing from General Electric based on the terms and provisions
of the DIP Facility Documents, provided that:

    * the aggregate principal amount of all outstanding
      Revolving Loans under the DIP Facility Credit Agreement
      will not exceed $200,000,000 -- the Initial Borrowing
      Sublimit;

    * when the Debtors, the Mirant Creditors' Committee and the
      MAGI Creditors' Committee agree on a Risk Management
      Policy, the Initial Borrowing Sublimit will be increased
      to an aggregate principal amount equal to $300,000,000,
      which increase will remain in full force until the
      effective date of a confirmed plan of reorganization;

    * unless ordered by the Court or agreed to in writing by the
      Creditors' Committees, the Debtors' use of the DIP
      Facility will be limited to the issuance of Letters of
      Credit:

      (a) for the benefit of any third party to whom the Debtor
          have posted cash to support their obligations to the
          third party, in exchange for the repayment by the
          third party to the Debtors, of cash held in support of
          the obligations, provided that at no time will the
          aggregate principal amount of all Letters of Credit
          Obligations exceed $150,000,000; provided further that
          the Debtors will not request the issuance of Letters
          of Credit to replace letters of credit issued under
          prepetition credit facilities, exchanging a Letter of
          Credit for cash collateral that constitute the
          proceeds of a prepetition letter of credit, except to
          the extent that the Debtors determine in their
          reasonable business judgment that a counterparty
          holding the cash proceeds of a prepetition letter of
          credit poses an unacceptable credit risk to them; and

      (b) in respect of Trading Activities, provided that at no
          time will the aggregate principal amount of all Letter
          of Credit Obligations exceed $50,000,000; provided
          further, however, that when a Risk Management Policy
          is in place, the Debtors may utilize any available
          amounts under the DIP Facility for any purposes
          otherwise permitted under the DIP Facility Credit
          Agreement;

    * at no time will the aggregate principal amount of the
      Revolving Loans incurred by or on behalf of the Mirant
      Sub-Group and Mirant Americas Energy Marketing LP
      collectively, exceed $200,000,000.  Each of these Debtors,
      for the purposes of the Order, constitute a separate
      Subgroup:

      (a) Mirant Mid-Atlantic LLC and any of its subsidiaries --
          the MIRMA Sub-Group;

      (b) Mirant Americas Generation LLC and any of its
          subsidiaries, other than the MIRMA Sub-Group -- the
          MAG Sub-Group;

      (c) Mirant Americas Energy Marketing, LP; and

      (d) Mirant Corporation and any of its subsidiaries, other
          than the MIRMA Sub-Group, the MAG Sub-Group and MAEM;

    * the Debtors will, except to the extent as may be waived by
      the DIP Facility Agent, establish and maintain the cash
      management system described in the DIP Facility Credit
      Agreement; and

    * the aggregate principal amount of borrowing in respect of
      any Intercompany Loans incurred by each Sub-Group may not
      exceed:

         Sub-Group                Amount
         ---------                ------
         MIRMA Sub-Group          $200,000,000
         MAG Sub-Group             150,000,000
         MAEM                      100,000,000
         Mirant Sub-Group          100,000,000 provided that
                                   certain Intercompany Loans
                                   with MAEM will not be part
                                   of the calculation

The approval of the DIP Facility Credit Agreement, the DIP
Facility Documents and the transactions contemplated thereby,
pursuant to the terms of the Order, will be subject to the
completion of satisfactory final form documentation -- the
Amended DIP Facility Documents -- modifying the terms of the DIP
Facility Agreement, including documentation of the DIP Facility
as it relates to the Debtors other than the MIRMA Sub-Group and
MAG Sub-Group.

The Court will hold a hearing on October 29, 2003 to consider any
dispute arising as a result of the implementation of the DIP
Modifications pursuant to the Amended DIP Facility Documents.  
Notwithstanding anything to the contrary, the Court reserves all
power to authorize the use of cash collateral upon appropriate
showing. (Mirant Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


MOBILE MINI: Reports Improved Third Quarter Operating Results
-------------------------------------------------------------
Mobile Mini, Inc. (NASDAQ National Market: MINI) reported its
financial results for the third quarter ended September 30, 2003.

Business Overview

Steven Bunger, Chairman, President & CEO of Mobile Mini, stated,
"Our third quarter performance was in line with our expectations,
with lease revenue, average utilization, and containers on lease
showing good growth versus the same period last year as well as
over the second quarter. With the third quarter, we are again
starting to see some of the dynamics of our business model in
action. As we increase containers on lease while growing our
average utilization rate, operating income and EBITDA rise at a
faster rate."

Discussing the Company's operating margin, Mr. Bunger continued,
"Our third quarter pro forma operating margin was 33.5% compared
to 32.3% (pro forma) one year ago, and 29.1% in the second quarter
of 2003. The improvement was a function of higher lease revenues
and gains in our utilization rate. It is again important to point
out that the pro forma operating margin expanded because Mobile
Mini did not enter a new market until October of this year; and
new markets initially have lower operating margins. Also of note,
we resumed experiencing higher year-over-year quarterly operating
margin comparisons, due to internal growth, specifically by
increasing containers on lease at existing branches, while closely
monitoring and controlling operating costs. The margin gain was
also accomplished despite higher insurance expenses this year, as
well as the inclusion this year of the full effect of marketing
and ramp-up expenses at branches in 2002. In other words, these
factors had less influence on our operating margin than containers
on lease."

He continued, "Our internal growth rate of 6% is quite respectable
in light of the continued softness in the economy in general, and
the non-residential construction sector, in particular. That
sector, which continues to show no signs of recovery, is having
less of an impact on our average utilization rate and yield,
particularly now as we begin our busiest quarter. As has been the
case in past years, our average utilization rate should be at its
highest level during the fourth quarter."

Mobile Mini's business model involves the expenditure of
substantial fixed costs at all of its 47 locations in order to
develop an infrastructure to support growth. Operating margins
then increase when containers on lease at existing locations
increase. Newer locations invariably produce lower operating
margins until they increase their containers on lease.
Historically, newer branches are the catalyst for growth in lease
revenue and earnings as they mature. The table below shows
operating margins and the return on the invested capital at our
various branches sorted by the year they began operations. It
illustrates the profitability of branches once they are firmly
established. It also shows that older branches produced healthy
returns on invested capital.

Larry Trachtenberg, Executive Vice President & CFO noted, "Earlier
this month, we entered the Portland, Oregon market through an
asset purchase. This gives Mobile Mini contiguous coverage along
with West Coast and places us in a very promising mid-size market.
As there are only two months left in the year, it is likely that
our new market total for '03 will at best be two locations,
including Portland."

He went on to say, "Internally generated cash is financing
virtually all of our growth. As of the close of business
yesterday, our borrowings under our line of credit were only $2
million more than at the end June. As we look over the past four
years, capital expenditures that are not funded by operations have
been steadily declining, from about $70 million in calendar year
2000 to around $14 million for the trailing twelve months ended
September 30, 2003. As we become more profitable, we require less
borrowings to fund our business. Having successfully tapped into
the high yield market during the summer with a 10-year fixed rate,
$150 million senior note offering, our capital structure is the
strongest it has been in our 20-year history. Under the tightest
covenant of our credit agreement, we currently have $82.9 million
of additional borrowing availability under our $250 million credit
facility. In addition to financial flexibility, we also have the
infrastructure in place at all our branches, but especially at
newer branches, to grow containers on lease. As we add container
leasing revenues to existing branches, we enjoy 73% EBITDA margins
and 59% pretax margins on incremental leasing revenues. For that
reason, the 6% increase in leasing revenues in the third quarter,
produced a 9.1% increase in pro forma EBITDA, despite higher
insurance, fuel, marketing and other non-discretionary operating
costs."

Concluding, Mr. Trachtenberg noted, "With internal growth up 6%
and 7%, over the respective third and second quarters of last
year, our business continues to grow at a steady, although not
robust pace. We feel that we will achieve pro forma diluted
earnings per share of between $.37 and $.39 for the fourth quarter
of 2003, which approximate analysts' estimates, but a slight fine-
tuning from our earlier guidance. This equates to EBITDA for 2003
of approximately $57 million. We are now in the process of
completing our internal projections for 2004, and by early
December, we plan to provide guidance for the coming year."

Legal Proceedings

Mobile Mini stated that there are no further developments to
report with regard to its appeal of the Florida jury verdict
finding against Mobile Mini and in favor of Nuko Holdings. The
case is currently before the Florida appellate court. In the
separate case regarding the indemnification claim Mobile Mini is
pursuing against A-1 Trailer Rental, the organization from whom it
purchased portable storage assets in Florida in 2000, the court
has determined that A-1 is not responsible for indemnifying Mobile
Mini, a decision which Mobile Mini has petitioned the court to
reconsider. The effect of this ruling, should it not be
overturned, is that $1.9 million of the $2.2 million that had been
held in escrow, would be released to A-1, with Mobile Mini
retaining the $300,000 balance for indemnification claims the
court determined are due to Mobile Mini. For accounting and
reporting purposes, this decision has no current or prospective
impact on Mobile Mini as the Company has expensed all litigation
costs and other expenses related to these Florida litigation
matters, as if indemnification from A-1 was not available, as is
required by GAAP. Mobile Mini is not reasonably able to estimate
the ultimate loss, if any, in connection with the primary
litigation against Nuko, although in the absence of a new trial,
Mobile Mini's maximum liability remains the $7.2 million judgment,
plus interest and legal fees. While Mobile Mini continues to
disclose the litigation and related expenses, it has not accrued a
loss contingency in connection with these litigation matters, and
such non-accrual is in accordance with applicable accounting
principles. The Company intends to continue to provide quarterly
updates on these legal proceedings.

Mobile Mini, Inc. is North America's leading provider of portable
storage solutions through its total fleet of approximately 91,000
portable storage units and portable offices. The Company currently
has 47 branches and operates in 27 states and one Canadian
province. For three consecutive years, Mobile Mini was named to
Forbes Magazine's list of the 200 Best Small Companies in America.
Mobile Mini is included on the Russell 2000r and 3000r Indexes and
the S&P Small Cap Index.

As previously reported in the June 16, 2003 edition of the
Troubled Company Reporter, Standard & Poor's Ratings Services
assigned its 'BB' corporate credit rating to Tempe, Arizona-based
Mobile Mini Inc. In addition, Standard & Poor's assigned its 'BB-'
rating to Mobile Mini's proposed $150 million of senior notes due
2013. The ratings outlook is stable.

"The corporate credit rating is based on Mobile Mini's leading
market position as a lessor of portable storage units and its
respectable credit profile," said Standard & Poor's credit analyst
Betsy Snyder. "However, this is offset by the company's small
revenue base and the relatively small size of the mobile storage
leasing sector in which Mobile Mini operates," the analyst
continued. The rating on the senior notes is one notch lower than
the corporate credit rating based on a considerable amount
(approximately 25%) of secured debt in the company's capital
structure.


NATIONAL WATERWORKS: Planned Dividend Earns S&P's Negative Watch
----------------------------------------------------------------  
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating, its 'BB-' senior secured bank loan rating, and its
'B' subordinated debt rating on water and wastewater transmission
distributor National Waterworks Inc. on CreditWatch with negative
implications. The action reflects the company's planned dividend
payout of $110 million to equity sponsors.

Pending bondholder approval, NWI's senior secured term loan B will
increase to $325 million from $245 million. Proceeds, along with
cash on hand, will be used to fund the special dividend.

"If the transaction is completed as proposed, the corporate credit
rating and bank loan rating on NWI will be lowered to 'B+' and the
subordinated debt ratings lowered to 'B-', reflecting the
increased leverage. The outlook at that time would likely be
stable," said Standard & Poor's credit analyst Linli Chee.

Although the ratings are supported by NWI's average business
position, the special dividend would result in a significant
increase in NWI's debt load, further exacerbating an aggressive
financial profile. While cash flow generation has remained
relatively stable, the company has not met Standard & Poor's
expectations for debt reduction, as the special dividend will
likely curtail balance-sheet improvement for several quarters
beyond Standard & Poor's original expectations. NWI will be
aggressively leveraged. Standard & Poor's believes the company may
pursue niche acquisitions to broaden its geographic reach and
expand the customer base, which will likely be funded from a
moderate free cash flow base and external financing.


NBO SYSTEMS: Auditor Resigns over "Estimated Breakage" Concerns
---------------------------------------------------------------
In a letter dated October 3, 2003, Grant Thornton LLP gave notice
of its resignation as NBO Systems, Inc.'s independent accountants.
On October 9, 2003, Grant Thornton LLP provided another letter
with additional detail surrounding its resignation.

The Company's consolidated financial statements for the fiscal
year ended March 31, 2002, was unqualified except that the audit
report had an additional paragraph related to the substantial
doubt about the Company's ability to continue as a going concern.
Grant Thornton LLP submitted its resignation prior to the
completion of the audit of the Company's consolidated financial
statements for the fiscal year ended March 31, 2003.

The Company's Audit Committee is comprised of the Board of
Directors as a whole. As Grant Thornton LLP resigned, there was no
need for approval.

During the Company's two most recent fiscal years and the
subsequent interim period preceding such resignation, the Company
had notification from Grant Thornton LLP of the following:

Grant Thornton LLP advised the Company that information has come
to Grant Thornton LLP's attention that has led it to no longer be
able to rely on management's representations, or that has made it
unwilling to be associated with the financial statements prepared
by management.

Grant Thornton LLP questioned the Company's use of "estimated
breakage", that is, an estimated amount of gift certificate sales
the Company believes will never be redeemed and thus will
ultimately be abandoned. The Company accounts for actual
"breakage", that is, the amount of gift certificates that have
expired or reached their legal statute of limitations, by moving
that amount from gift certificates payable and restricted cash to
unrestricted cash, where it is used in the Company's operations.
At that time said "breakage" is also recorded as revenue in
accordance with the Company's Revenue Recognition Policy as stated
in the Company's Financial Statements. In addition, the Company
withdraws cash reflecting "estimated breakage", and makes use of
it as operating capital. From the outset, the Company assured
Grant Thornton LLP that its contracts with its customers permit
the withdrawal and use of "estimated breakage" as well as
"breakage", that its customers permit the withdrawal and use of
"estimated breakage" as well as "breakage", and further, that its
customers know of and acquiesce in this practice.

To gain assurance with respect to NBO's contractual rights and
obligations, Grant Thornton LLP asked that the Company seek an
independent legal analysis of this issue. That analysis concluded,
however, that the contracts do not expressly allow for the
practice regarding "estimated breakage" as employed by NBO, and
may be ambiguous and therefore open to multiple interpretations.
In an effort to confirm the Company's assertion that its customers
were aware of and approved its practices, Grant Thornton LLP
determined that confirmations should be sent to selected accounts.
Grant Thornton LLP believes that its efforts were at first
vigorously resisted by the Company. The Company ultimately agreed
to permit the confirmation procedure. To facilitate a timely
response, Grant Thornton LLP requested only that the Company's
Chief Executive Officer advise the recipients that the
confirmation letter was being sent to them by express carrier.
Subsequently, through conversations with the Company's counsel,
Grant Thornton LLP became aware that the Company's Chief Executive
Officer had replied to contacts made by certain recipients of the
confirmations. Grant Thornton LLP has advised the Company that
whether and how this contact may have influenced the recipients'
responses is unclear to Grant Thornton LLP. Grant Thornton LLP
believes that the confirmations that were returned to Grant
Thornton LLP did not clearly support NBO's representations about
its customers' understanding of the contracts.

In view of this sequence of events, Grant Thornton LLP determined
that it could not continue with the audit. At the present time,
Grant Thornton LLP cannot agree with the Company's treatment of
"estimated breakage". As such, Grant Thornton LLP would not be
able to issue an unqualified report on the Company's financial
statements for the fiscal year ended March 31, 2003. Management's
representations to Grant Thornton LLP at the outset appear to
Grant Thornton LLP to be questionable, its conduct in initially
resisting Grant Thornton LLP's efforts in contacting the
recipients of the confirmations, and management's involvement in
the confirmation process cause Grant Thornton LLP to no longer be
able to rely on the representations of management. Grant Thornton
LLP is no longer willing to be associated with the financial
statements prepared by management.

The Company disagrees with Grant Thornton LLP's judgments in this
matter. The Company believes that the contracts, although
containing some ambiguity, do permit the current use of estimated
breakage, and that this interpretation is the more reasonable
interpretation, particularly in light of the disclosure of such
use in the Company's financial statements and the course of
conduct of the Company and the customers subsequent to the
execution of the contracts. The independent third party legal
analysis of the contracts also states that while ambiguity does
exist in the contracts, that the Company's interpretation is
reasonable. The Company believes that its contacts with its
customers regarding the confirmation letters were in the nature of
ministerial contacts and did not influence the nature of the
customers' responses. Of the four confirmations letters sent, four
were returned. The Company believes that one customer clearly
supported the Company's representations. One confirmation letter
referred to the contract and said that the contract "speaks for
itself". A third confirmation indicated that the customer could
not give the requested confirmation, but referred to the contract
itself. The Company does not have a copy of the fourth
confirmation letter in its possession. Accordingly, the Company
believes its representations to Grant Thornton LLP are reliable
and the Company disagrees with Grant Thornton LLP's judgment.

The Company's Board of Directors has discussed these disagreements
with Grant Thornton LLP.

The Company has authorized Grant Thornton LLP to respond fully to
the inquiries of any successor accountant concerning the subject
matter of such disagreements.

Grant Thornton LLP has advised the Company that information has
come to its attention during the time period covered by the fiscal
year ended March 31, 2002, fiscal year ended March 31, 2003, and
the period subsequent thereto, that has caused Grant Thornton LLP
to be unwilling to rely on management's representations or to be
associated with the registrant's financial
statements.

Grant Thornton LLP has determined that its report on the Company's
financial statements for the year ended March 30, 2002, can no
longer be relied upon.

As of December 31, 2002, and March 31, 2003, the advance on
restricted cash representing "estimated breakage" was $1,894,902
(unaudited) and $4,605,918, (unaudited), respectively. The Company
has not yet finished compiling the "estimated breakage" advance on
restricted cash for the interim periods of June 30, 2003 and
September 30, 2003 due to the delay in filing the Form 10-KSB for
the fiscal year ended March 31, 2003 as a result of the events
leading to the resignation of the Company's accountants.
Additionally, the Company has not provided for any potential
claims and there would be additional disclosure requirements if
the method of accounting for "estimated breakage" that Grant
Thornton LLP apparently would have concluded was required.


NORFOLK SOUTHERN: September Working Capital Deficit Tops $570MM
---------------------------------------------------------------
Norfolk Southern Corporation (NYSE: NSC) reported third-quarter
net income of $137 million, or $0.35 per diluted share, compared
with net income of $126 million, or $0.32 per diluted share, in
the third quarter of 2002.

"Despite a challenging environment, we managed to improve our net
income and earnings per share and at the same time post the best
operating performance metrics in our history, positioning
ourselves for the future by improving service consistency, asset
utilization and efficiency," said David R. Goode, chairman,
president and chief executive officer.

For the first nine months, income from continuing operations,
before required accounting changes, was $359 million, or $0.92 per
diluted share, compared with net income of $331 million, or $0.85
per diluted share, for the same period in the prior year.

Net income during the first nine months was $483 million, or $1.24
per diluted share, and included a $114 million, or $0.29 per
diluted share, gain largely due to a required change in accounting
for the cost of removing railroad crossties, and a $10 million, or
$0.03 per diluted share, gain from discontinued operations
resulting from the 1998 sale of a former motor carrier subsidiary.

Third-quarter railway operating revenues of $1.60 billion were
even with third quarter 2002. Year-to-date railway operating
revenues of $4.79 billion were up $103 million, or two percent,
compared to the same period a year earlier and established a new
nine-month record.

Intermodal revenues in 2003 set a third-quarter record at $315
million and also a record for the first nine months, increasing
three percent to $904 million compared to the same period a year
earlier. The revenue growth reflects increases in converting
traffic from the highway to the railroad.

Coal revenues improved slightly to $372 million in the quarter and
increased three percent to $1.12 billion for the first nine months
compared to the same period a year earlier, primarily due to
increases in utility and export coal shipments.

Third-quarter general merchandise revenues declined one percent to
$911 million compared to the same period of 2002. Automotive
revenues decreased 11 percent, primarily due to slowed
manufacturing and model changeovers, while agricultural, paper and
forest products and chemicals reported increased revenues. For the
first nine months, general merchandise revenues rose one percent
to $2.77 billion compared with the year-earlier nine-month period.

Railway operating expenses for the quarter remained unchanged at
$1.29 billion compared to third quarter 2002 but were up three
percent to $3.95 billion for the first nine months compared to the
same period last year largely due to lower pension income and
increases in employee wages and medical benefits, as well as
higher diesel fuel prices.

For the quarter, the railway operating ratio remained unchanged at
80.5 percent compared with the same period of 2002. For the first
nine months, the operating ratio rose from 81.4 percent to 82.5
percent.

As of September 30, 2003, Norfolk Southern Corporation's balance
sheet shows a working capital deficit of $570 million compared to
a $554,000,000 deficit as of December 31, 2002.

Norfolk Southern Corporation is one of the nation's premier
transportation companies. Its Norfolk Southern Railway subsidiary
operates 21,500 route miles in 22 states, the District of Columbia
and Ontario, serving every major container port in the eastern
United States and providing superior connections to western rail
carriers. NS operates the most extensive intermodal network in the
East and is the nation's largest rail carrier of automotive parts
and finished vehicles.  


NORTEL NETWORKS: Agrees with BellSouth to Expand Voice Solutions
----------------------------------------------------------------
Nortel Networks (NYSE:NT)(TSX:NT) has extended its relationship
with BellSouth to supply IP (Internet Protocol) telephony
solutions to mid-market customers. Through a packaged offering,
Nortel Networks and BellSouth will provide small- and medium-sized
businesses and branch offices with flexible, cost-effective voice
and data convergence options that will offer both investment
protection and customer choice in migrating to IP communications
infrastructures.

"For 21 years, BellSouth and Nortel Networks have worked together
to provide business customers with comprehensive voice solutions,"
said Dick Anderson, president, Customer Networks, BellSouth. "Now
we are offering an expanded portfolio that allows customers to
utilize their communications investments and migrate toward
converged networks at their own pace as their business needs
dictate. Every business is at various stages of technology
adoption within their operations, and BellSouth's robust offerings
provide multiple options that can be customized according to
specific requirements."

Included in BellSouth's packaged IP migration solution are Nortel
Networks Business Communications Manager converged voice and data
platform and Nortel Networks Norstar Integrated Communications
Systems. Together, these products give the small and medium-sized
business community and enterprise branch offices a choice of
pursuing either an IP-enabled or pure IP convergence strategy. In
addition, these solutions offer unified messaging capabilities,
multimedia contact center options, integrated security, firewall
measures and wireless capabilities.

"With pre-configured, pre-packaged solution offerings, our allies
can help small- and medium-sized business customers implement IP-
based telephony easily and cost-effectively with minimal
disruption to their business," said Malcolm Collins, president,
Enterprise Networks, Nortel Networks. "By joining forces,
BellSouth and Nortel Networks will deliver networking solutions
and quality customer service so that customers can benefit from
our combined, industry-recognized expertise in voice, data and
converged IP solutions."

"This supports the Nortel Networks enterprise vision of 'One
network. A world of choice.', offering enterprises deployment
choices in converged solutions while allowing our customers to
focus on what is most important to them -- their business,"
Collins said.

The combined networking capabilities of these solutions from
BellSouth and Nortel Networks create an integrated, centralized
platform for voice and data communications, messaging and
management. As a result, enterprises of all sizes can benefit from
a solution that is more cost effective than running multiple,
overlay networks.

Nortel Networks Norstar Integrated Communications Systems, ideal
for small- to medium-sized businesses and branch offices, are
fully digital telephony systems that integrate many communications
platforms directly to the desktop computer of the end user,
including voice mail, fax, e-mail and telephone service.

Nortel Networks Business Communications Manager delivers to small-
and medium-sized business and branch offices all of the
capabilities and benefits of Norstar, along with converged voice
and data capabilities on a single platform. Business
Communications Manager also provides advanced features like
universal Internet access; support for intra-site virtual private
networks; secure connectivity for remote and mobile users; full
redundancy; and browser-based management. These features result in
a powerful communications network that is simple to deploy and
manage.

BellSouth and Nortel Networks have jointly deployed over 40,000
small- to medium-size business equipment solutions, supported by
BellSouth's 900 Nortel Networks certified technicians.

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


NORTHWEST AIRLINES: Proposes $225MM Convertible Note Offering
-------------------------------------------------------------
Northwest Airlines Corporation (Nasdaq: NWAC) announced that it
intends to offer, subject to market and other conditions,
approximately $225 million aggregate principal amount of
Convertible Notes due 2023 through an offering to qualified
institutional buyers.  The interest rate, conversion rate and
offering price are to be determined by negotiations between
Northwest and the initial purchasers of the notes.
    
Northwest stated that it expects to grant the initial purchasers a
30-day option to purchase up to an additional $45 million
principal amount of notes.
    
Northwest plans to use the net proceeds of the offering for
general corporate purposes.  Northwest also intends to use
approximately $10 million of the proceeds to enter into call
spread options on its common stock to limit exposure to potential
dilution from conversion of the notes.

In connection with the call spread options, the initial purchasers
are expected to take positions in Northwest's common stock in
secondary market transactions and/or enter into various derivative
transactions both in anticipation of and after the pricing of the
notes.

Northwest Airlines (S&P, B+ Corporate Credit Rating) is the
world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,500 daily departures. With its travel partners,
Northwest serves nearly 750 cities in almost 120 countries on six
continents. In 2002, consumers from throughout the world
recognized Northwest's efforts to make travel easier. A
2002 J.D. Power and Associates study ranked airports at Detroit
and Minneapolis/St. Paul, home to Northwest's two largest hubs,
tied for second place among large domestic airports in overall
customer satisfaction. Readers of TTG Asia and TTG China named
Northwest "Best North American airline."

For more information pertaining to Northwest, visit Northwest's
Web site at http://www.nwa.com


NRG ENERGY: Creditors' Ballots Due on November 12, 2003
-------------------------------------------------------
On July 2, 2003, NRG Energy, Inc., and its debtor-affiliates
filed their Third Amended Disclosure Statement for their Joint
Plan of Reorganization. At the July 24, 2003 hearing, the Court
approved the Third Amended Disclosure Statement for purposes of
submission to the Securities Exchange Commission.  

The Court sets November 12, 2003 as the Voting Deadline.  The
Debtors may extend the Voting Deadline for all creditors from
time to time without further Court order by giving notice of the
extension to all parties-in-interest, as well as issuing a press
release to the Dow Jones Newswire and publishing the notice in
The Wall Street Journal.

The Court also sets November 12, 2003 as the Confirmation
Objection Deadline.

Pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy
Procedure, the Record Date for purposes of determining which
creditors are entitled to receive Solicitation Packages and vote
on the Plan is September 29, 2003. (NRG Energy Bankruptcy News,
Issue No. 12; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NUTRAQUEST: Has Until November 30 to File Schedules & Statements
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave
Nutraquest, Inc., an extension to file their schedules of assets
and liabilities, statements of financial affairs and lists of
executory contracts and unexpired leases required under 11 U.S.C.
Sec. 521(1).  The Debtor has until November 30, 2003 to file these
financial disclosure documents.

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.


OWENS CORNING: Wants $34.6Mil. Chase Manhattan Claim Disallowed
---------------------------------------------------------------
The Owens Corning Debtors ask the Court to disallow and expunge
Claim No. 11883 filed by Chase Manhattan Bank for $34,620,000.

Claim No. 11883 is based on certain Owens Corning bonds or other
securities allegedly owned by Chase and Sun Life of Canada.  The
bonds and securities are identified in attachments to the Claim:

   (1) CUSIP 69073FAB9 (7.5% Notes due May 1, 2005);
   (2) CUSIP 69073FAC7 (7.7% Bonds due May 1, 2008);
   (3) CUSIP 69073FAE3 (7% Notes due March 15, 2009); and
   (4) CUSIP 69073FAD5 (7.5% Notes August 1, 2018).

Wilmington Trust, the trustee with respect to each security, has
filed timely proofs of claim on account of the amount due:

   Claim           Amount     Security
   -----           ------     --------
    7913     $309,625,000     7.5% Notes due August 1, 2005
    9133      258,234,722     7.7% Notes due August 1, 2008
    7537      259,673,611     7% Notes due March 15, 2009
    7452      417,833,333     7.5% Notes due August 1, 2018

Norman L. Pernick, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, asserts that the Chase Claim is wholly duplicative of
the four claims listed.  To the extent Chase holds the securities,
it will be permitted to vote on the Debtors' plan and receive
distributions through the appropriate indenture trustees.

Mr. Pernick also notes that the Chase Claim was filed after the
Court-approved Claims Bar Date, and thus is disallowable as a
matter of law. (Owens Corning Bankruptcy News, Issue No. 60;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


PAC-WEST TELECOMM: Third Quarter 2003 Net Loss Amounts to $4.3MM
----------------------------------------------------------------
Pac-West Telecomm, Inc. (Nasdaq: PACW), a provider of integrated
communications services to service providers (SPs) and small and
medium-sized enterprises (SMEs) in the western U.S., announced its
results for the third quarter ended September 30, 2003.
    
Hank Carabelli, Pac-West's President and CEO, said, "I would like
to refer back to my comments from last quarter where I cautioned
investors to anticipate volatility in our reported financial
performance due to a recurring pattern of incumbent local exchange
carriers (ILECs) forcing competitors to pursue legal actions to
enforce agreements and collect revenues.  This pattern repeated
itself in the third quarter of 2003 with Verizon initiating new
efforts to withhold revenues.  This revenue volatility obscures
the fact that Pac-West continued its volume growth in the third
quarter, with 5% line growth and 12% minutes of use growth from
the previous quarter, while controlling costs and improving our
ability to provide industry leading customer service and retention
rates.  We believe our strong fundamentals have positioned us to
accelerate market share growth through organic and acquisitive
means in both mature product lines as well as emerging markets."

Revenues
    
Our total revenues for the third quarter of 2003 were $30.3
million, a decrease of $15.4 million or 33.7% from revenues of
$45.7 million in the second quarter of 2003, and a decrease of
$3.9 million or 11.4% from revenues of $34.2 million in the third
quarter of 2002.

Total revenues for the third quarter of 2003 declined relative to
total revenues for the second quarter of 2003 despite sequential
growth in lines in service and minutes of use, primarily due to a
$16.0 million decline in reciprocal compensation revenues in the
third quarter of 2003, as compared to the second quarter of 2003.  
Included in the second quarter of 2003 reciprocal compensation
revenues are $10.0 million in reciprocal compensation revenues
previously earned by us, but withheld by certain ILECs.  The
remaining $6.0 million decline in reciprocal compensation revenues
in the third quarter of 2003 primarily resulted from lower per
minute reciprocal compensation rates paid by ILECs and the
withholding of reciprocal compensation payments by Verizon for
approximately two months of the quarter.

The year over year decrease in revenues in the third quarter of
2003 from revenues in the third quarter of 2002 is primarily due
to a $4.3 million decline in reciprocal compensation from lower
per minute reciprocal compensation rates paid by ILECs and the
withholding of reciprocal compensation payments by Verizon for
approximately two months of the third quarter of 2003.  These
declines were partially offset by increased DS-0 lines in service
and total minutes of use on a year over year basis.

As previously announced, both Verizon and SBC have attempted to
adopt the Federal Communications Commission's (FCC) Intercarrier
ISP Compensation Order. In particular, the FCC Order introduced a
series of declining reciprocal compensation pricing tiers for
minutes of use, at rates starting below the rates previously
negotiated in our interconnection agreements with both carriers.  
The lowest pricing tier specified by the order was reached on June
15, 2003, which will remain in effect until such time that a
replacement FCC Order may be introduced.
    
Additionally, the FCC Order introduced artificial annual growth
limits on compensable minutes of use subject to reciprocal
compensation based on the composition and balance of traffic
between carriers.  Based on Verizon's interpretation of the growth
cap formula, Verizon commenced withholding reciprocal compensation
payments to us during July 2003, and has indicated its intention
to withhold any further reciprocal compensation payments for the
duration of 2003.  If other significant carriers that we exchange
traffic with, such as SBC, were to adopt a similar interpretation
of the growth cap formula, we could experience further significant
reductions in reciprocal compensation revenue as a result of
payment withholdings for the balance of 2003.  Furthermore, ILECs
that withhold reciprocal compensation payments for 2003 based on
their interpretation of the FCC Order may also withhold reciprocal
compensation payments in 2004 and beyond.

Pac-West is disputing these withheld reciprocal compensation
revenues and has challenged the legality of the growth caps as
well as Verizon's and SBC's implementation of the FCC Order.  
There are no assurances that we will ever receive any disputed
past or future reciprocal compensation payments.

Expenses
    
Cost of sales were $8.8 million in the third quarter of 2003, an
increase of $1.8 million or 25.7% from $7.0 million in the second
quarter of 2003, and a decrease of $3.7 million or 29.6% from
$12.5 million in the third quarter of 2002.  Cost of sales for the
third quarter of 2003 were inclusive of $2.0 million in negotiated
supplier credits recognized during the period. Similarly, cost of
sales for the second quarter of 2003 were inclusive of $4.1
million in negotiated supplier credits for the period.  These
supplier credits are a result of the resolution of disputes with
suppliers, and there can be no assurance that we will continue to
receive supplier credits in the future.

Selling, general and administrative expenses were $15.2 million in
the third quarter of 2003, an increase of $1.0 million or 7.0%
from $14.2 million in the second quarter of 2003, and a $0.3
million or 2.0% increase from $14.9 million in the third quarter
of 2002.  The $1.0 million increase in the third quarter of 2003
from selling, general and administrative expenses for the second
quarter of 2003 is primarily the result of a negotiated supplier
credit of approximately $0.8 million recognized during the second
quarter.

Net Income (Loss)
    
Net loss for the third quarter of 2003 was ($4.3) million,
compared to net income of $9.2 million for the second quarter of
2003 and net income of $4.9 million for the third quarter of 2002.
    
Net income for the second quarter of 2003 was inclusive of $10.0
million in revenues earned by Pac-West for services rendered in
prior periods, but withheld by certain ILECs, and $4.1 million in
negotiated supplier credits. Net income for the third quarter of
2002 included a gain on repurchase of bonds of $14.9 million
relating to open market purchases undertaken in the quarter to
retire $22.8 million in principal amount of senior notes at a
significant discount from face value.

Basic and diluted net loss per share for the third quarter of 2003
was ($0.12), as compared to basic and diluted net income per share
of $0.25 in the second quarter of 2003, and basic and diluted net
income per share of $0.13 in the third quarter of 2002.

EBITDA
    
EBITDA (earnings before interest expense, net; income taxes;
depreciation and amortization) for the third quarter of 2003 was
$6.3 million, a decrease of $18.0 million or 74.1% from $24.3
million for the second quarter of 2003, and a decrease of $15.4
million or 71.0% from $21.7 million in the third quarter of 2002.

The $18.0 million decline in EBITDA in the third quarter of 2003
compared to the second quarter of 2003 was primarily due to a
$16.0 million decline in reciprocal compensation revenues and an
increase of $1.8 million in cost of sales.  The $15.4 million
decline in EBITDA in the third quarter of 2003 as compared to the
third quarter of 2002 was primarily due to a $14.9 million gain on
repurchase of bonds in the second quarter of 2002.

Liquidity
    
As of September 30, 2003, we had cash, cash equivalents and short-
term investments totaling $61.3 million, an increase of $7.3
million from $54.0 million at the end of the second quarter of
2003, and an increase of $4.0 million from $57.3 million as of
December 31, 2002.  These cash increases resulted primarily from
operating cash flow offset by interest expense in the periods.

Lines in Service and Minutes of Use
    
Total DS-0 equivalent lines in service (lines), which include SP
and on- network SME line equivalents, were 425,070 in the third
quarter of 2003, an increase of 21,319 lines or 5.3% sequentially
from 403,751 lines at the end of the second quarter of 2003, and
an increase of 100,970 lines or 31.2% from 324,100 lines at the
end of the third quarter of 2002.

Total minutes of use were 11.2 billion in the third quarter of
2003, an increase of 1.2 billion minutes or 12.0% from 10.0
billion minutes in the second quarter of 2003, and an increase of
3.0 billion minutes or 36.6% from 8.2 billion minutes in the third
quarter of 2002.

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

                           *  *  *

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

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


PG&E: ET Debtors Ask to Extend Plan Filing Exclusivity to Mar. 5
----------------------------------------------------------------
As part of their overall restructuring efforts, the NEG Debtors
are in the process of winding down their energy trading and
marketing operations.  The NEG Debtors will no longer engage in
proprietary trading business.  The services provided by the
energy trading debtors in support of the NEG Debtors' physical
assets -- primarily the generating facilities -- have been moved
from the ET Debtors' operations to other parts of the Company.  
In some cases, these affiliate support services have been
contracted for from independent third parties.  Going forward,
the NEG Debtors contemplate that the functions of the ET Debtors
will be limited to winding down their businesses and addressing
the claims resulting from the termination of certain trading
contracts and other agreements associated with the wind down of
their operations.

But unlike National Energy & Gas Transmission, Inc., formerly
known as PG&E National Energy Group, Inc., which filed a
restructuring plan on the Petition Date, Matthew A. Feldman,
Esq., at Willkie Farr & Gallagher LLP, in New York, relates that
the ET Debtors have not yet formulated or filed a plan.  The ET
Debtors are still in the early stages of sorting through the
myriad complex contracts and energy trading agreements and
numerous other business and liquidation issues associated with
their Chapter 11 cases.

Accordingly, the ET Debtors require additional time to formulate
and file a Plan.  By this motion, the ET Debtors ask the Court to
extend their Exclusive Plan Filing Period to and including
March 5, 2004, and the Exclusive Solicitation Period to and
including May 5, 2004.

Mr. Feldman tells the Court that an extension of the ET Debtors'
Exclusive Periods is warranted because:

    (a) The ET Debtors are part of a large and complex business
        enterprise.  As of March 31, 2003, the ET Debtors comprise
        190 subsidiaries of which NEG is the parent with
        $7,900,000,000 in collective assets and $8,980,000,000 in
        aggregate liabilities.  The ET Debtors on their own
        represent a significant business enterprise with a complex
        financial structure, which, at year end 2002, had
        $3,100,000,000 total assets, $2,500,000,000 total
        liabilities, and employed 230 persons.  The ET Debtors'
        energy marketing and trading operations generated
        $14,500,000,000 in revenues during 2002;

    (b) The ET Debtors and the Official Committee of Unsecured
        Creditors need time to negotiate a Plan and prepare
        adequate information for the disclosure statement.  The ET
        Debtors and the Committee are at an early stage of working
        together to formulate a Plan;

    (c) The ET Debtors are making good faith progress towards
        reorganization.  The ET Debtors have been working
        diligently to review each of their contracts and to reject
        unprofitable contracts.  The ET Debtors have put together
        a detailed outline of the mechanism to liquidate the long-
        term contracts, which is a critical part of any Plan they
        would file;

    (d) The ET Debtors have numerous long-term contracts that must
        be carefully evaluated, whereupon the ET Debtors must
        devise a mechanism to reduce the contracts to present
        value for Plan purposes;

    (e) Since the ET Debtors' energy trading and marketing
        operations will be wound-down and liquidated in an orderly
        manner, the ET Debtors are incurring little in the way of
        postpetition obligations.  However, the postpetition
        obligations that are being incurred are being paid as they
        become due.

    (f) There has been no previous request to extend the ET
        Debtors' Exclusive Periods;

    (g) There have been no breakdowns in Plan negotiations such
        that continuation of the ET Debtors' Exclusivity would
        result in the ET Debtors having an unfair bargaining
        position over creditors.  Contrary to any breakdown in
        negotiations, the ET Debtors are at the starting point of
        building a relationship with the Creditors' Committee and
        negotiating a Plan and ultimately reaching a consensus for
        a Plan;

    (h) The ET Debtors' winding-down and liquidation does not
        relate to any failure to resolve fundamental
        reorganization issues, but rather reflects sound business
        judgment and a proper exercise of fiduciary duties.  Given
        the collapse of the energy trading industry and the
        financial status of the ET Debtors, winding-down and
        liquidating these Debtors' operations is the only prudent
        course.  Thus, in the ET Debtors' cases, the fundamental
        reorganization matters are those involved in expeditiously
        and efficiently winding down and liquidating operations to
        minimize costs and maximize values; and

    (i) The ET Debtors are aware of no credible allegations of
        debtor misconduct in connection with the NEG Debtors'
        Chapter 11 cases. (PG&E National Bankruptcy News, Issue
        No. 8; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


POLYONE: Low-B Rated Company Reports 3rd Quarter 2003 Results
-------------------------------------------------------------
PolyOne Corporation (NYSE: POL), a leading global polymer services
company, reported sales of $630.3 million for the quarter ended
September 30, 2003, a decrease of $20.6 million, or 3 percent,
from the 2003 second quarter.  PolyOne had operating income of
$6.9 million for the 2003 third quarter compared with operating
income of $10.8 million in the second quarter.  For third-quarter
2002, PolyOne reported sales of $650.7 million and operating
income of $26.3 million.
    
Operating income before special items was $16.3 million in the
third quarter of 2003 compared with $14.2 million in the 2003
second quarter and $31.6 million in the third quarter of 2002.  
Excluding special items, operating income in third-quarter 2003
improved from the 2003 second quarter by $2.1 million, despite
softer sales.  A schedule of special items and a reconciliation of
operating income before special items to operating income are
included in the attached Exhibit 1 and Exhibit 2.  The 2003 third-
quarter operating results, excluding the effects of special items,
are in line with PolyOne's July 29, 2003, outlook for third-
quarter results.

"We are encouraged that we were able to improve operating margins
through our internal efforts to lower costs and cash flow,
primarily through a significant reduction in our inventory," said
Thomas A. Waltermire, PolyOne chairman and chief executive
officer.  "Our lower cost structure, coupled with improved sales
demand toward the end of the quarter, made us profitable in
September and is providing some momentum as we move into the
fourth quarter."

Beginning late in the second quarter of 2003 and continuing into
the third quarter, the Company took additional actions to
streamline and simplify operations and to raise manufacturing
operating rates.  As a result, the 2003 third quarter includes
special charges of $9.4 million pre tax for employee separations
and plant closing costs.

During the 2003 third quarter, the Company recognized certain tax
items that affect income tax expense and shareholders' equity, but
do not impact PolyOne's net cash flow or liquidity.
    
In accordance with Statement of Financial Accounting Standards
No.109, "Accounting for Income Taxes," the Company determined that
it must reduce the value of its tax credits because it has been
losing money in the United States operations.  As a result, the
Company recognized non-cash income tax expense of $9.0 million, or
$0.10 per share, in the 2003 third-quarter results to reduce the
value of its tax credits.  The accumulated valuation allowance for
income taxes was $41.4 million at September 30, 2003.  Once the
Company returns to profitability in the U.S., the credits will be
restored.

In addition, during the 2003 third quarter, the Company recorded a
federal tax expense of $24.0 million, or $0.26 per share, for
dividends to be paid by foreign subsidiaries as a result of
certain tax planning strategies. This provision relates to
repatriation of funds to the U. S., and should have no significant
impact on PolyOne's overall liquidity.

            Third-Quarter 2003 Business Highlights

     - Strengthened balance sheet: PolyOne made solid progress in
reducing inventories and working capital investment.  The result
was a reduction of $25.4 million in net borrowing under the
receivables sale facility in the third quarter of 2003.

     - Debt reduction: PolyOne announced in October 2003 that its
future focus would be on its global Plastics Compounding and Color
& Additive Masterbatch business operations and its Distribution
business.  These operations have the strongest market synergies
and potential for success.  PolyOne's other business operations --
Elastomers and Performance Additives, Engineered Films and
Specialty Resins -- are being considered for divestment.  Proceeds
from the sales of these businesses would be used to reduce debt.  
The Company has set no deadline for divesting these business
operations, which in 2002 had $617 million of PolyOne's $2.5
billion in sales.  For the first nine months of 2003, these
businesses had an operating loss before special charges of $7.2
million.

     - Improving business margins: During the 2003 third quarter,
management accelerated a number of programs to improve the
performance of the North American operations.  These programs
included: segmenting the customer base to improve service and
profitability, focusing sales resources more effectively on
customers who can drive growth, streamlining costs for smaller
transactions and emphasizing individual performance in sales force
compensation.  Further, as part of the ongoing effort to reduce
PolyOne's selling and administrative costs to less than 10 percent
of sales, approximately 170 positions were eliminated in a number
of business operations and functional support departments.

     - Alignment of capacity with demand: As part of an objective
to reduce costs through improved manufacturing efficiencies,
PolyOne closed its color additives plant in Fort Worth, Texas, in
August 2003 and transferred production to other color plants with
available capacity. The Company also reduced the work schedule
from seven to five days at most of its vinyl compounding plants.  
Additionally, PolyOne closed two production lines at its
Macedonia, Ohio, engineered materials plant. Altogether, these
actions reduced PolyOne's workforce by approximately 100
employees.

     - Expansion approved for China: To further strengthen
PolyOne's global position, the Board of Directors recently
approved plans to build a new masterbatch and compound plant in
China - the Company's third plant in China and fifth in Asia.  
PolyOne anticipates that the facility will begin operations in
late 2004.  Currently, Asia accounts for about 3 percent of
PolyOne's sales.

        Business Segment Performance Highlights
    
Performance Plastics: Third-quarter 2003 operating income,
excluding special charges, improved $3.6 million, or 49 percent,
compared with the second quarter of 2003, principally as a result
of previous cost reduction actions.  This improvement occurred
despite a sales decrease of 3 percent over the same period.  
Overall, shipments decreased 2 percent in the third quarter
compared with the second quarter as strong demand in September
only partially offset lackluster business in July and August.  The
exception was the Asian operations, which recovered from SARS-
related issues in the second quarter of 2003 and increased
shipments 9 percent from the second quarter.

Elastomers and Performance Additives: Sales and shipments
decreased 3 percent and 1 percent, respectively, in the third
quarter of 2003 compared with the 2003 second quarter, principally
because of a decline in automotive demand. Customer sales,
however, improved during September from July and August levels.

Distribution: A slow July and August resulted in a 4 percent
decline in sales from the 2003 second quarter to the third quarter
of 2003.  Shipments, however, were unchanged over the same period.  
Product mix contributed to the difference as shipments of lower-
priced commodity-grade resins improved in the third quarter.

Resin and Intermediates: Earnings from equity affiliates were
essentially flat in the third quarter of 2003 compared with the
2003 second quarter. These better-than-anticipated results were
driven principally by strong sales demand for polyvinyl chloride
(PVC) resin, which boosted shipments from Oxy Vinyls, LP by
approximately 16 percent over the previous quarter.

               Fourth-Quarter 2003 Business Outlook
    
In North America, where there are modest signs of economic
recovery, customer sales demand strengthened in September from
weakness in July and August.  This improved sales demand carried
over to early October.  While sales demand in the second half of
the fourth quarter is very difficult to project, PolyOne estimates
that North American 2003 fourth-quarter sales will be seasonally
slower and could approximate 2002 fourth-quarter levels.
International sales are expected to increase 10 to 15 percent over
the same period, driven principally by the Transcolor acquisition.
    
For PolyOne's operating businesses (total Company less the Resin
and Intermediates segment), 2003 fourth-quarter prices and raw
material costs are expected to remain unchanged from the third
quarter of 2003.  Selling and administrative costs are expected to
be lower in the fourth quarter versus the previous quarter.
    
PVC resin sales demand in the 2003 fourth quarter is forecasted to
be seasonally lower than 2003 third-quarter levels, but ahead of
fourth-quarter 2002 levels.  Average industry PVC resin selling
prices are projected to approximate the 2003 third quarter.  As a
result of projected raw material increases, PVC resin industry
spreads could decrease compared with the third quarter of 2003.
    
Chlor-alkali demand is also projected to be seasonally down in the
2003 fourth quarter compared with the third quarter of 2003.  The
combination of anticipated lower sales demand and resin spreads
results in a projected reduction of $3 million to $5 million in
operating income before any special items for the Resin and
Intermediates segment in the fourth quarter compared with the
third quarter of 2003.

Special items pre-tax expense in the fourth quarter of 2003 is
projected to be approximately $12 million for restructuring
actions initiated to date, including the Elastomers and
Performance Additives plant closings.  For the three non-core
businesses that may be divested, an assessment of potential asset
impairment will occur in the 2003 fourth quarter; results are
unknown at this time.  Also, the fourth-quarter after-tax special
items will include a tax valuation allowance related to the
fourth- quarter domestic operating losses.
    
The cumulative result of these factors (seasonally lower revenues
and projected lower Resin and Intermediates equity earnings,
partially offset by reduced overhead costs) is that PolyOne
expects a fourth-quarter 2003 loss of $0.32 to $0.42 per share,
and a loss before special items of $0.08 to $0.14 per share.  
Before special items, the 2003 fourth-quarter operating loss is
expected to be from $0.02 to $0.08 per share better than the
comparable 2002 fourth-quarter amount.
    
Despite this earnings outlook, the Company expects to generate
positive cash flow in the 2003 fourth quarter, largely as a result
of ongoing efforts to further reduce its working capital and
reduced seasonal requirements.

"Because we remain cautious about a rebound in the economy, we are
taking additional cost reduction actions that should benefit the
2003 fourth quarter and return the overall business to
profitability in 2004," said Waltermire. "We are taking the
necessary steps to bring our cost structure in line with
current demand and to reduce our working capital needs
structurally. These steps, plus our recent decision to make
available for divestment businesses totaling more than $600
million in sales, are being taken to focus our Company on its
strengths, improve our operating results and strengthen our
balance sheet."

                         About PolyOne
    
PolyOne Corporation, with 2002 annual revenues approximating $2.5
billion, is an international polymer services company with
operations in thermoplastic compounds, specialty resins, specialty
polymer formulations, engineered films, color and additive
systems, elastomer compounding and thermoplastic resin
distribution.  Headquartered in Cleveland, Ohio, PolyOne has
employees at manufacturing sites in North America, Europe, Asia
and Australia, and joint ventures in North America, South America,
Europe and Asia.  Information on the Company's products and
services can be found at http://www.polyone.com

                          *   *   *

As reported in Troubled Company Reporter's May 27, 2003 edition,
Fitch Ratings affirmed PolyOne Corporation's senior unsecured debt
rating at 'B' and assigned a 'B' rating to the new 10.625% senior
unsecured notes. The senior secured rating related to the credit
facility was upgraded to 'BB-' from 'B'. The Negative Rating Watch
was removed. The Rating Outlook is Negative. The ratings reflect
PolyOne's continued weak financial performance.


POLYONE CORP: Closes 2 Plants & Restructures Elastomers Business
----------------------------------------------------------------
PolyOne Corporation (NYSE: POL) announced that it will close two
manufacturing plants within its Elastomers and Performance
Additives business segment as it acts on restructuring initiatives
to reduce costs and bring capacity in line with sales demand.
    
PolyOne's DeForest, Wisconsin, and Wynne, Arkansas, plants are to
close around the end of 2003.  The Company also plans to reduce
the number of sales and administrative positions within the
business.  These combined moves will translate into the reduction
of approximately 230 positions across the business.
    
"While this business has maintained profitability and positive
cash flow, the effects of raw material inflation, offshore
competition and geographic movement of some key markets have
decreased operating margins," said Thomas A. Waltermire, chairman
and chief executive officer.  "We are determined to reduce excess
production capacity and continue to realign our cost structure
in order to improve our profitability."

On October 21, PolyOne announced that Elastomers and Performance
Additives was one of three business operations being considered
for divestment.  The Company has set no deadline for divesting the
business.  Elastomers and Performance Additives had 2002 sales of
$364 million, representing 14 percent of total Company sales.
    
The DeForest and Wynne plants manufacture a variety of products,
including compounded elastomers and dispersed rubber chemicals.  
PolyOne intends to carefully transition these products to other
elastomer manufacturing facilities with excess capacity at Burton,
Ohio; Dyersburg, Tennessee; and Kennedale, Texas.

PolyOne projects that this restructuring action in Elastomers and
Performance Additives will yield annualized pre-tax earnings
improvement of $7.5 million.  Total restructuring expense is
projected to approximate $15 million, of which approximately $7.5
million will be non-cash and related to asset write-offs.
Estimated 2003 fourth-quarter restructuring expense is $11.5
million, with minimal funding of the cash closure costs
anticipated in 2003.
    
Employees affected by the plant closings will be eligible for
severance benefits and outplacement services, and will be able to
apply for job openings at other locations within the Elastomers
business group.

                         About PolyOne
    
PolyOne Corporation, with 2002 annual revenues approximating $2.5
billion, is an international polymer services company with
operations in thermoplastic compounds, specialty resins, specialty
polymer formulations, engineered films, color and additive
systems, elastomer compounding and thermoplastic resin
distribution.  Headquartered in Cleveland, Ohio, PolyOne has
employees at manufacturing sites in North America, Europe, Asia
and Australia, and joint ventures in North America, South America,
Europe and Asia.  Information on the Company's products and
services can be found at http://www.polyone.com

                          *     *     *

As reported in Troubled Company Reporter's May 27, 2003 edition,
Fitch Ratings affirmed PolyOne Corporation's senior unsecured debt
rating at 'B' and assigned a 'B' rating to the new 10.625% senior
unsecured notes. The senior secured rating related to the credit
facility was upgraded to 'BB-' from 'B'. The Negative Rating Watch
was removed. The Rating Outlook is Negative. The ratings reflect
PolyOne's continued weak financial performance.


PRIDE INTL: Hosting Third Quarter Earnings Conference Call Today
----------------------------------------------------------------
In conjunction with Pride International, Inc.'s (NYSE: PDE) Third
Quarter Earnings Release, you are invited to listen to its
conference call that will be broadcast live over the Internet on
Friday, October 31, 2003 9:00 AM Central US.

What: Pride International, Inc. Third Quarter Earnings Release
Conference Call

When: Friday, October 31, 2003 9:00 AM Central US

Where: http://www.prideinternational.comor
http://www.firstcallevents.com/service/ajwz391051328gf12.html  

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

Contact: Investor Relations of Pride International, Inc. (713)
789-1400

Pride International, Inc., headquartered in Houston, Texas, is one
of the world's largest drilling contractors. The Company provides
offshore drilling, land drilling, and related services in more
than 30 countries, operating a diverse fleet of 329 rigs,
including two ultra-deepwater drillships, 11 semisubmersible rigs,
35 jackup rigs, and 29 tender-assist, barge and platform rigs, as
well as 252 land rigs.

If you are unable to participate during the live webcast, the call
will be archived on the Pride International, Inc. Web site at
http://www.prideinternational.com. To access the replay, click on  
Investor Relations and then Calendar of Events.

                        *     *     *

As reported in the Troubled Company Reporter's September 17, 2003
edition, Fitch Ratings has assigned Pride International Inc. a
senior  unsecured debt rating of 'B+'.

Fitch has also assigned a 'BB' rating to the U.S. senior secured
credit facility and a 'BB-' rating to the non-U.S. senior secured
credit facility. The Rating Outlook is Stable. The ratings reflect
Pride's relatively weak credit profile, the regions where Pride
operates and the company's competitive position in the oil and gas
drilling market. These ratings were initiated by Fitch as a
service to users of its ratings. The ratings are based on public
information.


QUINTILES: Signs-Up Francois Charette  as Canadian Gen. Manager
---------------------------------------------------------------    
Quintiles Transnational Corp. announced the appointment of
Francois Charette, M.D., as General Manager, Senior Vice
President, Quintiles Canada. In this newly created position, Dr.
Charette will have responsibility for Quintiles' full line of
clinical research services throughout Canada.

Dr. Charette has an extensive background in the pharmaceutical
industry and medical administration, most recently serving as Vice
President, Scientific Affairs, for Berlex Canada.  His previous
experience includes positions as Director, Professional and
Hospital Services at Centre Hospitalier Anna-Laberge in
Chateauguay, Quebec; Director of Research for Bristol-Myers
Squibb, Canada; Associate Director of Research for Hoechst
Canada; and head of the Department of General Medicine at Centre
Hospitalier Guy-Laporte.

Dr. Charette will lead Quintiles Canada from the company's office
in Montreal, where nearly 200 Quintiles employees provide
biostatistics, clinical monitoring, data management and regulatory
services.

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


ROLAND HOUSE: Robert E. Wright, Jr., Joins as New Executive VP
--------------------------------------------------------------
Roland House, a world leader in high definition technology and
post-production work, has hired a new executive vice president
even as it begins countdown to a November 10 sealed-bid auction
sale handled by one of the country's largest accelerated
marketing/auction firms, Tranzon LLC.

Robert E. Wright, Jr. has joined the Roland House team, according
to company CEO Fritz Roland, whose company is located near
Washington, D.C. at 2020 N. 14th St. in Arlington, VA.

"I've known Bobby for a long time and he is uniquely qualified to
come on board at this all-important juncture in Roland House's
history. He is well respected in the industry, knows the ins and
outs of post production, is a superb marketer and very much a
'people person,' a quality that is also a trademark of Roland
House," says Roland, 76, who in "semi-retirement" formed the
company in 1983 after a long career as an award-winning
independent filmmaker.

A native Baltimorean, Wright was instrumental in steering
Henninger Media Services, in Arlington, VA through several
successful corporate acquisitions. He joined Henninger -- also a
post-production company -- in 1993 as general manager of Henninger
Capitol with the task of accelerating the transition to new
ownership. He shifted attention to the sales side in 1994, leading
the sales effort increasing billings from $10 million to $25
million in two years.

In the late '90s, with economic factors creating global market
instability, he again assumed more management responsibilities and
focused on maintaining balance at Henninger through "right sizing"
and continued attention to the bottom line.

Says Wright, "This is a perfect time for me to become affiliated
with Roland House, a company I've long admired. Fritz, who's just
a giant in the field, is again being innovative in his desire to
catapult Roland House into the next stage of its development by
seeking a new buyer and using the auction process to achieve it.
It's an accelerated way of accomplishing a sale and more U.S.
companies are using this method to get more value for their
investments in a consolidated amount of time," according to Wright
who also worked in management from 1981 - 1986 at the now-defunct
Flite Three Recordings in Baltimore, MD, ending in the post as
executive vice president of production.

Roland, who filed for Chapter 11 bankruptcy protection this past
August "to give me some room to find a buyer," believes the new
owner will reap the rewards of acquiring one of the most creative
teams assembled in the business, Roland House's cutting edge
equipment and a balance sheet without the usual long line of
creditors.

Says Roland, "I'm heading towards 80 and I'm slowing down. I want
to see Roland House thrive far beyond me. What our industry
requires are investments by people with the vision, time, talent
and capital to see us through the transition to when high
definition becomes the norm, more financially accessible to those
who want to harness this magic."

Steve Holloway, a Roland House client who heads Steven Holloway
Films, Inc., says, "It's a natural transition. We can only hope he
finds someone who can carry forth his vision. We need a post house
like Roland House here. There is nothing else like it: the
compassion, the dedication, the innovation and overall love of the
craft. It's far above the rest."

Roland House has won every major award there is to win, and Fritz
Roland will be honored in Washington, D.C. this November 7 at
International Television Assoc. - DC Chapter's annual PEER Awards
as one of three recipients of the 2003 Distinguished Achievement
Award. Held at the National Press Club, the event starts at 6:00
p.m.

Currently, Roland House employs nearly three dozen professionals
known to excel in the field of high definition and for their
creativity and abilities to meet tight deadlines in a highly
complex field - qualities that attract such devoted name clients
as the Discovery Channel, PBS, National Geographic, Time-Life, as
well as numerous political consultants, ad agencies, independent
producers and a host of multi-national corporations.

The all-component, digital, NTSC and PAL, film and tape facility
has seven AVID suites; six On-line suites; Design and Effects
including 3-D animation and motion control; four digital audio
suites - two with Surround Sound; a Foley stage; two film-to-tape
suites; and two tape-to-tape suites. Roland House also handles
quality control, standards conversion, duplication, rentals and
open- and closed-captioning.

Babar Ahmed, with Cambridge Feature Film Productions, wrote and
directed the critically acclaimed feature film Genius, and credits
Roland House with some of the film's success. Ahmed, who did pre-
production and filming in New York, intended to do the post in The
Big Apple, too, until Tim Lorenz, one of Roland House's sales
directors, convinced him of Roland House's talent in Ahmed's own
backyard (he lives in a Maryland suburb of DC).

Roland House did the editing, special effects, color correction,
and sound design on the movie which tells the story of a high
school boy who can only get the girl of his dreams if he becomes a
genius.

"When the producers saw the first rough cut, they doubled the
budget," largely because of the effects they saw, and wanted more
of, according to Ahmed, who says the popular industry website
Filmthreat.com "ranked us over Terminator III and Chicago,
especially praising Genius for its visual look and production
values. I believe (Roland House's) work helped us get shown in the
2003 Sedona International Film Festival - one of the most
competitive in North America in terms of acceptances."

Steve Burns, senior vice president and general manager for The
Science Channel, agrees that Roland House brings added value to
projects.

"From editing and graphics to audio, and especially in recent
years with the launch of our emerging HD technology, Roland House
has provided terrific support to help bring our quality
programming to air," says Burns.

Tranzon LLC, which specializes in accelerated marketing services
as well as providing real estate, business asset and liquidation
auction expertise to clients throughout the U.S., is handling the
November 10 sale of Roland House through a sealed-bid process.

According to Tranzon Executive Vice President Stephen Karbelk,
Roland House inspections will continue to be held by appointment
through November 7. Bids are due by 2:00 p.m. (EST) on November
10. For more information about the sale contact Karbelk at (703)
927-6838 or skarbelk@tranzon.com or visit the Tranzon website at
http://www.tranzon.com.


ROUGE INDUSTRIES: Seeks Nod to Hire Morris Nichols as Counsel
-------------------------------------------------------------
Rouge Industries, Inc., and its debtor-affiliates wish to retain
and employ Morris, Nichols, Arsht & Tunnel as Bankruptcy Counsel.  
Accordingly, the Debtors ask for authority from the U.S.
Bankruptcy Court for the District of Delaware to hire the Firm.

The Debtors expect Morris Nichols to:

     a. perform all necessary services as the Debtors' counsel
        in connection with these Chapter 11 cases, including,
        without limitation, providing the Debtors with advice
        concerning their rights and duties as debtors-in-
        possession, representing the Debtors, and preparing all
        necessary documents, motions, applications, answers,
        orders, reports and paper in connection with the
        administration of these Chapter 11 cases on behalf of
        the Debtors;

     b. take all necessary actions to protect and preserve the
        Debtors' estates and assets during the pendency of their
        Chapter 11 cases, including facilitate the sale of any
        or all of the Debtors' assets, if necessary to the
        organization process, prosecute actions the Debtors,
        defend any actions commenced against the Debtors,
        negotiate concerning all litigation in which the Debtors
        are involved and object to claims filed against the
        estates;

     c. represent the Debtors at hearings, meetings,
        conferences, etc., on matters pertaining to the affairs
        of the Debtors as debtors-in-possession; and

     d. perform all other necessary legal services.

Robert J. Dehney reports that Morris Nichols will bill the Debtors
its customary hourly rates, which range from:

          Partners            $360 to $525 per hour
          Associates          $220 to $330 per hour
          Paraprofessionals   $155 per hour
          Case Clerks         $80 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.


RUSSELL CORP: Realigns to Focus on Athletic and Activewear Biz
--------------------------------------------------------------
Russell Corporation (NYSE: RML) will realign its operations to
increase focus on both its athletic and activewear businesses.  
Under this structure, manufacturing, distribution and some
administrative functions will be combined with sales and marketing
to create a separate Athletic Group and an Activewear Group.
   
"This alignment creates two groups of businesses that need two
different approaches for their operations," said Jack Ward,
chairman and CEO.  "The new structure allows us to differentiate
the operations between products that are more branded and athletic
focused and those that are more cost sensitive."

"The Athletic Group will be able to better pursue the most cost
effective means of developing products and sales plans for their
brands and the Activewear Group can use company-owned
manufacturing facilities to generate the economies of scale they
need to compete in their markets," Ward added.

All of the branded athletic products will be part of the Athletic
Group. As they expand their product lines, they will move toward a
more sourcing- based model for manufacturing.  In some cases, they
will source from the Activewear Group.  This structure allows the
athletic business to focus on brand building by leveraging our
authentic heritage and also creating synergies among the Russell
Athletic, Moving Comfort and Bike brands within their markets that
include department stores, sports specialty stores, teamwear,
catalog and college bookstores.  Spalding, the Women's
organization and Mossy Oak Apparel also will be part of this
group.

The Activewear Group will focus on the JERZEES brand for the mass
retail market and the JERZEES, Bike, Cross Creek and Three Rivers
brands for the artwear channel.  Production will primarily be
through internal manufacturing operations and strategic
partnerships since that is the most cost-effective model for those
product lines.

"We will continue to focus on building our athletic and outdoor
businesses while at the same time ensuring a competitive model for
our basic products," Ward said.  "By operating as two separate
businesses, we believe we increase the growth potential for both
the athletic and activewear sides of Russell which is important to
our overall success."

Jon Letzler will serve as CEO for the Athletic Group in addition
to his duties as president and COO of the Company.  As announced
last week, Julio Barea has joined Russell to head the Activewear
Group, reporting to Letzler. Barea, an experienced CEO, spent
nearly 20 years with Sara Lee Corporation's apparel group.

Additionally, Russell will support the realignment with a new,
fully- integrated textile facility in Choloma, Honduras for the
Activewear Group. The plant will produce both jersey and fleece
fabrics to support the Company's four sewing operations and 4,000
employees already in Honduras.

"Our new Merendon Plant in Choloma will play an important role in
our efforts to continue to lower costs in this highly competitive
portion of our business," said Ward.  "Our strategy is to continue
to offer products that are an excellent value for the consumer,
whether manufactured internally or sourced from other suppliers.  
We believe the low cost model for the Activewear business is based
on internal manufacturing and strategic partnerships."
    
"We evaluated many options before deciding on Choloma," added
Ward.  "With the support of President Ricardo Maduro Joest and our
existing partnership with Elcatex in Honduras, the Merendon Plant
will be on a rapid start-up schedule."
    
Construction of the $50 million facility is scheduled to be
completed by late 2004 and production will begin by early 2005.  
The vertical textile operation will employ up to 700 people.  Once
fully operational in 2006, the projected annual pre-tax savings
for phase one of this project should be approximately $15 to $20
million.

Russell Corporation (S&P, BB+ Corporate Credit Rating, Negative)
is a leading branded athletic, outdoor and activewear company with
over a century of success in marketing athletic uniforms, apparel
and equipment for a wide variety of sports, outdoor and fitness
activities. The company's brands include: Russell Athletic(R),
JERZEES(R), Mossy Oak(R), Cross Creek(R), Discus(R), Moving
Comfort(R), Bike(R), Spalding(R), and Dudley(R).  The company's
common stock is listed on the New York Stock Exchange under the
symbol RML. The company's Web site address is
http://www.russellcorp.com


RUSSELL CORP: Will Pay Regular Quarterly Dividend on November 26
----------------------------------------------------------------
The Board of Directors of Russell Corporation (NYSE: RML) declared
its regular quarterly dividend of $.04 per common share, payable
November 26, 2003, to shareholders of record on November 12, 2003.

This represents the 162nd consecutive quarterly dividend paid by
the Company.

Russell Corporation (S&P, BB+ Corporate Credit Rating, Negative)
is a leading branded athletic, outdoor and activewear company with
over a century of success in marketing athletic uniforms, apparel
and equipment for a wide variety of sports, outdoor and fitness
activities. The company's brands include: Russell Athletic(R),
JERZEES(R), Mossy Oak(R), Cross Creek(R), Discus(R), Moving
Comfort(R), Bike(R), Spalding(R), and Dudley(R).  The company's
common stock is listed on the New York Stock Exchange under the
symbol RML. The company's Web site address is
http://www.russellcorp.com


SAFETY-KLEEN: Secures Okay to Hire Morgan Lewis as Counsel
----------------------------------------------------------
The Safety-Kleen Debtors sought and obtained the Court's authority
to employ Morgan Lewis & Bockius LLP under a general retainer as
their Special Insurance Litigation Counsel, nunc pro tunc to
October 1, 2003, in connection with certain insurance recovery
projects for:

       (1) non-product liability environmental, toxic tort, and
           similar or related claims, losses and liabilities;
           and

       (2) product-liability toxic tort and similar or related
           claims, losses and liabilities.

These insurance recovery projects were not yet completed at the
time the attorneys and paraprofessionals that had been working on
these projects joined Morgan Lewis.

Morgan Lewis will provide:

       (a)  Recovery efforts related to the Insurance Recovery
            Project for non-product-liability environmental,  
            toxic tort and similar or related claims, losses and
            liabilities; and

       (b)  Recovery efforts related to the Insurance Recovery
            Project for product liability toxic tort and similar
            or related claims, losses and liabilities, including:

             (i)  analysis and advice in connection with the
                  Debtors' solvent-related product liability
                  suits, claims and losses; and

             (ii) efforts to collect from various insurance
                  carriers sums owed to the Debtors under  
                  various insurance contracts as a result of
                  sums paid or incurred by the Debtors in
                  connection with product liability toxic tort
                  and similar or related claims, losses and
                  liabilities.

The professionals and paraprofessionals presently expected to work
on the insurance projects, and their hourly rates, are:

              Paul A. Zevnik               $350
              Michel Y. Horton              350
              John D. Shugrue               350
              Charles J. Malaret            275
              Jeffrey S. Raskin             275
              David A. Luttinger            275
              Lisa M. Campisi               225
              Christopher C. Loeber         225
              Laura R. Ramos                175
              Renier P. Pierantoni          175
              Toni Y. Long                  175
              E. Tracy Brown                150
              Elisabeth E. Chapman          150
              Melody Simpson                150
              Laura H. Taylor                90
              Narine Rampersad               90
              Senior Associates             225
              Junior Associates             175
              Senior Legal Assistants        90
              Junior Legal Assistants        75

These hourly rates are subject to periodic adjustment to reflect
economic and other conditions.  Other attorneys and paralegals
from Morgan Lewis may from time to time in the future serve the
Debtors in connection with these engagements. (Safety-Kleen
Bankruptcy News, Issue No. 67; Bankruptcy Creditors' Service,
Inc., 609/392-0900)    


SAXON ASSET: Fitch Junks Series 1998-3 Class BF-3 Rating  
--------------------------------------------------------
Fitch Ratings has taken rating actions on the following Saxon
Asset Securities Trust issues:

   Series 1998-3 GROUP 1:
        
        -- Class AF-5 affirmed at 'AAA';
        -- Class AF-6 affirmed at 'AAA';
        -- Class MF-1 affirmed at 'AA';
        -- Class MF-2 affirmed at 'A';
        -- Class BF-1 affirmed at 'BBB';
        -- Class BF-2 rated 'BB' is placed on
              Rating Watch Negative;
        -- Class BF-3 downgraded to 'CCC' from 'B'.

   Series 1998-3 GROUP 2:

        -- Class MV-1 affirmed at 'AA';
        -- Class MV-2 affirmed at 'A';
        -- Class BV-1 rated 'BBB' is placed on
              Rating Watch Negative;
        -- Class BV-3 downgraded to 'CCC' from 'B'.

   Series 2001-1 GROUP 1:

        -- Class AF-4 affirmed at 'AAA';
        -- Class AF-5 affirmed at 'AAA';
        -- Class AF-6 affirmed at 'AAA';
        -- Class A-IO affirmed at 'AAA';
        -- Class MF-1 affirmed at 'AA';
        -- Class MF-2 affirmed at 'A';
        -- Class BF-1 rated 'BBB' is placed on
              Rating Watch Negative.

   Series 2001-1 GROUP 2:

        -- Class AV-1 affirmed at 'AAA';
        -- Class MV-1 affirmed at 'AA';
        -- Class MV-2 affirmed at 'A';
        -- Class BV-1 affirmed at 'BBB'.

   Series 2001-3 GROUP 1:

        -- Class AF-3 affirmed at 'AAA';
        -- Class AF-4 affirmed at 'AAA';
        -- Class AF-5 affirmed at 'AAA';
        -- Class AF-6 affirmed at 'AAA';
        -- Class A-IO affirmed at 'AAA';
        -- Class X-IO affirmed at 'AAA';
        -- Class M-1 affirmed at 'AA';
        -- Class M-2 affirmed at 'A';
        -- Class B affirmed at 'BBB'.

   Series 2001-3 GROUP 2:

        -- Class AV-1 affirmed at 'AAA';
        -- Class AV-2 affirmed at 'AAA';
        -- Class S-1 affirmed at 'AAA';
        -- Class S-2 affirmed at 'AAA'.

The negative rating action is 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 date.


SEMCO ENERGY: 3rd Quarter Earnings Webcast Scheduled on Nov. 12
---------------------------------------------------------------
SEMCO ENERGY, Inc. (NYSE: SEN) announces the following Webcast:

What: SEMCO ENERGY, Inc. Third Quarter Earnings Webcast

When: 11/12/03 at 8:30 a.m. Eastern Time

Where:
http://www.firstcallevents.com/service/ajwz392740267gf12.htmlor
http://www.semcoenergy.com(Click on the Webcast button)  

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

Contact: Thomas Connelly, Director, Investor Relations
         Telephone: 248-702-6240
         Fax: 248-702-6303
         Email: thomas.connelly@semcoenergy.com

If you are unable to participate during the live webcast, the call
will be archived on the Web site http://www.semcoenergy.com. To  
access the Web site replay, go to Investor Info and click on
Conference Calls.

SEMCO ENERGY, Inc. is a diversified energy company that
distributes natural gas to more than 385,000 Customers in Michigan
and Alaska. It also owns and operates businesses involved in
pipeline construction services, propane distribution, intrastate
pipelines and natural gas storage in various regions of the United
States. In addition, it provides information technology and
outsourcing services, specializing in the mid-range computer
market.

                          *     *     *

As reported in Troubled Company Reporter's October 6, 2003
edition, Moody's Investors Service confirmed the ratings of Port
Huron, Michigan-based diversified natural gas distribution company
SEMCO Energy, Inc. (Ba2 senior unsecured) and changed the outlook
to negative.

Affected ratings are:

SEMCO Energy, Inc.

   - senior unsecured Ba2,
   - subordinated Ba3,
   - shelf (P)Ba2 senior unsecured/(P)Ba3 subordinated

SEMCO Capital Trust I -- trust preferred Ba3.


SHAW GROUP: S&P Affirms & Removes BB Credit Rating from Watch
-------------------------------------------------------------  
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating and its other ratings on The Shaw Group Inc. and
removed the ratings from CreditWatch, where they had been placed
on July 15, 2003. The outlook is now stable.

At Shaw's Aug. 31, 2003, fiscal year-end, the Baton Rouge,
Louisiana-based provider of engineering and construction (E&C)
services had approximately $703 million of total debt outstanding.

The rating action follows Shaw's completion of a $200 million
common equity offering and its planned repurchase of its remaining
$253 million LYON debt issue.

"The resulting financial profile should be adequate for the
rating, assuming the company is able to come close to meeting its
publicly stated financial targets for 2004, which we view as
reasonable," said Standard & Poor's credit analyst Joel Levington.

The ratings incorporate the expectation that, in the near term,
Shaw will pursue mostly an internal growth strategy, with an
emphasis on new contract awards and improving its cost structure.
As such, Standard & Poor's expects some operating margin recovery
in the intermediate term and a modest amount of free cash flow
generation during that period.

Demand for new power plants is expected to be quite limited
through the remainder of 2003 and throughout 2004. However, Shaw's
remaining backlog for power projects appears to be solid, given
the satisfactory creditworthiness of customers of its largest
remaining projects.


SHAW GROUP: Raises $218 Million from Common Stock Offering
----------------------------------------------------------
The Shaw Group Inc. (NYSE:SGR) announced that it has completed the
sale of 23,000,000 shares of common stock at a public offering
price of $10.00 per share. This amount includes the exercise of
the underwriters' option to purchase an additional 3,000,000
shares.

Net proceeds from the common stock offering were approximately
$218 million. Shaw intends to use the net proceeds of this
offering together with cash on hand to repurchase all of its
outstanding Liquid Yield Option(TM) Notes due 2021 (Zero Coupon -
Senior). As a result of the equity offering and the exercise of
the option to purchase additional common stock, the Company has
approximately 61 million shares outstanding.

Copies of the final prospectus relating to these securities may
be obtained from Credit Suisse First Boston LLC, Eleven Madison
Avenue, New York, New York, 10010-3629, or Merrill Lynch & Co.,
Prospectus Department, Four World Financial Center, New York, NY
10080. Any offering shall be made only by means of a final
prospectus. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy, nor shall there be
any sale in any state in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under
the securities laws of any such state.

The Shaw Group Inc. is a leading global provider of engineering,
procurement, construction, maintenance, fabrication,
manufacturing, consulting, remediation, and facilities management
services for government and private sector clients in the power,
process, environmental infrastructure and homeland defense
markets. The Company is headquartered in Baton Rouge, Louisiana
and employs approximately 14,800 people at its offices and
operations in North America, South America, Europe, the Middle
East and the Asia-Pacific region. For further information, please
visit the Company's Web site at http://www.shawgrp.com.  


SHOPKO STORES: Names Matt Lynch as Senior Vice President & CIO
--------------------------------------------------------------
ShopKo Stores, Inc., (NYSE: SKO) has named Matt Lynch senior vice
president and chief information officer.  Lynch is responsible for
the vision, strategy, implementation and continuing successful
operations of information technology programs and initiatives at
ShopKo and Pamida stores.

Lynch, 44, joined ShopKo in 1998 as vice president, operations and
technology services.  He has nearly 20 years of experience in
information technology, starting his career as a software engineer
with Sperry Aerospace. Lynch has held information systems
management positions at America West Airlines, Air Wisconsin and
Runzheimer International.  He is a graduate of the College of
Engineering and Technology at Northern Arizona University.

"We are delighted to be able to promote Matt from the strong team
of information technology professionals within our organization,"
said Jeff Girard, ShopKo vice chairman, administration and
finance.  "Since joining ShopKo five years ago, Matt has
demonstrated both excellent management skills and technological
expertise.  This promotion fills an important and strategic
leadership role in our company."

ShopKo Stores, Inc., a Fortune 500 company headquartered in Green
Bay, Wis., is a customer-driven retailer of quality goods and
services in two distinct market environments.  The company
operates 361 stores in 23 states throughout the Midwest, Western
Mountain and Pacific Northwest.  One hundred forty-one multi-
department ShopKo stores are located in mid-sized to larger cities
and 220 convenient one-stop Pamida stores provide Hometown Values
to customers in smaller communities of rural America.  For more
information about ShopKo or Pamida visit http://www.shopko.com

                          *   *   *

As previously reported, Fitch Ratings affirmed its ratings on
Shopko Stores Inc.'s bank credit facility at 'BB-' and senior
notes at 'B'. The Rating Outlook remains Negative, reflecting the
company's weakened financial profile and competitive challenges
longer term. Approximately $550 million of debt is affected.


SITEL CORPORATION: Releases Third Quarter 2003 Results
------------------------------------------------------
SITEL Corporation (NYSE: SWW), a leading global provider of
outsourced customer support services, announced its financial
results for the third quarter and nine months ended September 30,
2003.

              Third quarter 2003 financial results
    
SITEL's third quarter of 2003 revenue was $208.8 million as
compared to revenue of $190.7 million in the third quarter of
2002.  In the third quarter of 2003, the Company reported an
operating loss of $396,000 and a net loss of $3.9 million, or a
loss of $0.05 per diluted share.  This compares to operating
income of $2.6 million, breakeven net income and zero cents
earnings per share for the third quarter of 2002.  Revenue of
$208.8 million for the third quarter of 2003 increased $29.0
million or 16.1% from comparable revenue of $179.8 million in the
third quarter of 2002, which excludes $10.9 million revenue from
the Company's joint venture for certain Latin American countries
that ceased to be consolidated effective October 1, 2002.
    
Commenting on the third quarter results, Jim Lynch, Chairman and
CEO of SITEL Corporation, stated, "This record revenue quarter
reflects the efforts we have been making to enhance our strength
in local markets while continuing to expand our leading position
as the multi-country service provider to global companies.  Our
multiple offshore offerings continue to expand and offer the
most comprehensive value proposition for our local and global
clients.  These efforts over the past year position us for
profitable growth."

Lynch further stated, "During the quarter, we placed key
executives as chief operating officers over groups of business
units to oversee the profitability and growth, ensuring that the
business units find more efficient ways to serve clients while
continuing to maintain our high service quality standards and grow
revenue.  We began initiatives during the quarter to improve
margins and reduce overhead costs.  I am confident that our
focused organizational structure will continue to identify and
execute on ways to improve profitability.  I would also like to
welcome Jorge Celaya to SITEL, as announced last week.  Jorge has
joined us as Chief Financial Officer and a member of the executive
committee."

               Nine month 2003 financial results
    
For the first nine months of 2003, the Company reported revenue of
$607.4 million and a net loss of $7.1 million, or a loss of $0.10
per diluted share.  This compares to revenue of $580.4 million and
net income before change in accounting method of $6.3 million, or
$0.08 per diluted share, for the first nine months of 2002.  
Operating income was $2.1 million for the first nine months of
2003, compared to $19.2 million for the same period of 2002.
    
Cash flow from operations for the first nine months of 2003 was
$14.1 million and capital expenditures were $22.9 million.  At
September 30, 2003, the Company had $27.6 million in cash and
$43.8 million available credit under our credit facility.

    Business unit highlights for the third quarter of 2003
    
The Company was awarded three new client programs, with a combined
total of 600 workstations, in Mumbai, India.  One program is for a
leading computer hardware and software provider, which has awarded
SITEL 300 workstations of customer care and technical support to
be operational in the fourth quarter of this year.  The second
program represents 200 workstations of customer service support
for a leading travel organization, to commence in the first
quarter of 2004.  The third program is for a large financial
institution representing 100 workstations which commenced
operations in the fourth quarter of this year.
    
In Panama SITEL was awarded business from a large insurance
company to provide customer support for their U.S. customers.
    
In North America, the Company was awarded business  representing
250 workstations to expand an existing relationship with a leading
wireless provider to provide customer care to its customers from
two contact centers commencing in the fourth quarter of 2003.
    
SITEL also has expanded relationships with the U.S.'s largest
cable and Internet provider, a leading global provider of
computing and imaging solutions and services, and two leading
financial institutions for a total of 400 workstations.
    
The Company signed agreements with our largest client, General
Motors, extending until January 2005 two of our primary contracts
with General Motors.
    
Mr. Lynch concluded, "I am encouraged by our organizational
efforts to find ways to increase efficiencies, reduce costs and
drive profitability while maintaining our growth.  Our entire
organization is committed to leveraging our growth and positioning
SITEL for consistent profitability."

                            Outlook
    
For the fourth quarter of 2003, the Company expects revenue to be
within a range of $210 million to $218 million and earnings per
share of $0.01 to $0.02.
    
The above comments are based on current expectations, exclude  any
non-recurring items, and supersede any prior outlook provided by
the Company.

                         About SITEL
    
SITEL, a leading global provider of contact center services,
empowers companies to grow by optimizing contact center
performance and unlocking customer potential.  SITEL designs,
implements and operates multi-channel contact centers to enhance
company performance and growth.  SITEL manages nearly 2.0 million
customer contacts per day via the telephone, web, e-mail, fax and
traditional mail.  SITEL employees operate contact centers in 22
countries, offering services in 25 languages and dialects.  Please
visit SITEL's website at http://www.sitel.comfor further  
information.
    
                           *  *  *

As previously reported, Moody's Investors Service lowered the
ratings of Sitel Corporation. The outlook is negative.

    * $100 million 9.25% senior subordinated notes, due 2006 to
      Caa2 from B3

    * Senior unsecured issuer rating to Caa1 from B2

    * Senior implied rating to B3 from B1


TENFOLD CORP: Stockholders' Deficit Narrows to $11.5 Mil.
---------------------------------------------------------
TenFold(R) Corporation (OTC Bulletin Board: TENF), provider of the
EnterpriseTenFold(TM) platform for building and implementing
enterprise applications, announced its financial results for its
third quarter of 2003 ended September 30, 2003.

For the third quarter of 2003, TenFold reported revenues of $4.6
million, operating income of $469,000, net income of $472,000, and
diluted earnings per share of $0.01.
    
"Our Q3 results demonstrate sound operating performance and a
modest operating profit -- even as we continue to transition to a
technology company model," said Dr. Nancy Harvey, TenFold's
President and CEO.  "Q3 was an important, exciting quarter for
TenFold.  We successfully expanded access to our Tsunami(TM)
technology; released the most powerful version of our
EnterpriseTenFold technology ever; began to build our direct sales
force; closed small, promising deals; and, continued to meet the
needs of our demanding, market-leading customers."

Among the announcements made by TenFold during Q3 of 2003 were:

     --  TenFold announced and delivered a Universal
         Application(TM) release that contained new features such
         as ShowMe, CascadingZooms, and MySQL support.  

     --  TenFold demonstrated its Tsunami product in several
         venues, released several beta versions, and began
         releasing Tsunami in quantities.

     --  TenFold announced a new San Francisco office location.

     --  TenFold expanded its sales force by hiring two seasoned
         industry sales professionals.

     --  TenFold announced new customer relationships with Better
         Practices, LLC, Rand Technology, Inc., and Agilix.

     --  TenFold announced a new Value Added Reseller program.

     --  TenFold announced an expanded relationship with its UK
         distributor.

     --  TenFold announced the two-year production anniversary of
         iplan Networks, an international telecommunications
         provider, using the mission-critical, TenFold Enterprise
         Relationship Manager application.

     --  TenFold announced the automation of TenFold CardioTrac
         Data Quality Management.

     --  TenFold announced support for the 64-bit IBM AIX
         operating system in conjunction with 64-bit Oracle RDBMS
         support.

     --  TenFold announced that a BYU computer-science professor
         had successfully used Tsunami to build a new, knowledge
         management application in record time.

     --  TenFold announced its EnterpriseTenFold brand and then
         announced the release and availability of a major new
         version of its EnterpriseTenFold software.

TenFold's results for Q3 2003 compare to revenues of $8.1 million,
an operating loss of $14,000, a net loss of $77,000, and a diluted
loss per share of $0.00 for the same period of 2002.
    
For the nine months ended September 30, 2003, TenFold reported
revenues of $23.5 million, operating income of $10.5 million, net
income of $12.8 million, and diluted earnings per share of $0.28.  
This compares to revenues of $19.9 million, an operating loss of
$5.7 million, a net loss of $5.5 million, and a diluted loss per
share of $0.15 for the same period of 2002.

Tenfold Corporation's September 30, 2003 balance sheet shows total
stockholders' deficit of $11,510,000 compared to a deficit of
$25,225,000 as of December 31, 2002

                       About TenFold
    
TenFold (OTC Bulletin Board: TENF) licenses its breakthrough,
patented technology for applications development,
EnterpriseTenFold(TM), to organizations that face the daunting
task of replacing obsolete applications or building complex
applications systems. Unlike traditional approaches, where
business and technology requirements create difficult IT
bottlenecks, EnterpriseTenFold technology lets a small, team of
business people and IT professionals design, build, deploy,
maintain, and upgrade new or replacement applications with
extraordinary speed and limited demand on scarce IT resources.  
For more information about TenFold or about the exciting new
features of EnterpriseTenFold technology, call (800) TENFOLD or
visit us at http://www.10fold.com.


TOBACCO ROW: Hiring LeClair Ryan as Bankruptcy Attorneys
--------------------------------------------------------
Tobacco Row Phase IA Development, LP seeks to retain LeClair Ryan
PC to prosecute its chapter 11 restructuring case.

The Debtor tells the U.S. Bankruptcy Court for the Eastern
District of Virginia that LeClair Ryan has one of the largest
bankruptcy practices in Virginia, with a local, regional practice,
and has experience in all aspects of the law that may arise in
this chapter 11 case. In particular, LeClair Ryan has substantial
bankruptcy and restructuring, corporate, finance, litigation,
securities and tax expertise.

LeClair Ryan also is familiar with the Debtor's business and
financial affairs. Prior to the Petition Date, LeClair Ryan
advised the Debtor and assisted the Debtor in its contemplation of
filing a bankruptcy petition and other alternatives

In this retention, the Debtors expect LeClair Ryan to provide:

  a) preparation for the filing of the chapter 11 case,
     including review of relevant documents, drafting of
     voluntary petition and relevant "first day" pleadings, and
     advice concerning the same;

  b) preparation of debtor-in-possession and/or cash collateral
     pleadings, including negotiation and drafting of any
     financing arrangements and/or related orders;

  c) assistance in completing any statement of affairs and all
     relevant schedules of assets, liabilities and financial
     disclosure;

  d) advice concerning the assumption and/or rejection of any
     executory contracts and/or unexpired leases and concerning
     the sale of any assets;

  e) analysis, advice and, to the extent necessary, the filing
     of pleadings to enforce the automatic stay, to determine
     the amount of any secured claims and to provide adequate
     protection of any person's interest in any property of the
     estate;

  f) the development, and prosecution to confirmation, of a plan
     of reorganization, including all related notices and any
     required disclosure statement;

  g) the analysis and prosecution, if appropriate, of any
     avoidance actions and other litigation claims;

  h) review and allowance of administrative, priority and
     unsecured claims; and

  i) other general advice and/or services concerning the
     progress and completion of the chapter 11 case.

Professionals who will be in-charge in this engagement are:

     Bruce H. Matson         Attorney       $310 per hour  
     Christopher A. Jones    Attorney       $195 per hour
     Katherine M. Mueller    Attorney       $180 per hour
     Troy Savenko            Attorney       $180 per hour
     John R. Bollinger       Attorney       $165 per hour
     Brooke A. Schmerge      Paralegal      $ 80 per hour

Headquartered in Richmond, Virginia, Tobacco Row Phase 1a
Development, L.P. owns the Tobacco Row apartment buildings, which
are in three former tobacco warehouse buildings, called the
Cameron, Cameron Annex and Kinney buildings.  The Company filed
for chapter 11 protection on October 22, 2003 (Bankr. E.D. Va.
Case No. 03-40033).  When the Company filed for protection from
its creditors, it listed estimated assets and debts of over $10
million.


TRI-UNION: US Trustee Appoints Official Creditors' Committee
------------------------------------------------------------
The United States Trustee for Region 7 appointed 9 members to an
Official Committee of Unsecured Creditors in Tri-Union Development
Corp.'s Chapter 11 cases:

       1. Forest Oil Corporation,
          Attn: Cyrus D. Marter IV
          1600 Broadway, Ste. 2200
          Denver, CO 80202
          Tel: (303) 812-1701, Fax; (303) 812-1445
          e-mail: smarter@forestoil.com

       2. Devon Energy Corporation
          Attn: Brandon McGinley
          20 North Broadway, Oklahoma City, OK 73102-8260
          Tel: (405) 552-8127, Fax: (405) 552-4648
          e-mail: brandon.mcginley@dvn.com

       3. Fairways Offshore Exploration, Inc.
          Attn: Michael Rauch
          9800 Northwest Fwy., Ste. 500, Houston, TX 77092
          Tel: (713) 622-3492, ex. 420, Fax: (713) 622-3474
          e-mail: miker@osfifw.com

       4. Key Energy Services, Inc.
          Attn: Robert McKenzie, 6 Desta Dr.
          Ste. 5900, Midland, TX 79705
          Tel: (915) 498-0342, Fax: (915) 620-0453
          e-mail: rmckenzie@keyenergy.com

       5. Hawkins Lease Service, Inc.
          Attn: R.J. Hawkins
          POB 1699, Alvin, TX 77512-1699
          Tel: (281) 331-2739, Fax: (281) 585-4295
          e-mail: jay@hawkinsleaseservice.com

       6. Sour Lake Contracting, Inc.
          Attn: Guy Gatewood
          POB 2027, Sour Lake, TX 77659
          Tel: (409)287-2734, Fax (409) 287-4143
          e-mail: guyg3003@cmaaccess.com

       7. Oil & Gas Rental Services, Inc.
          Attn: Brad A. Adams
          228 St. Charles Ave., Ste. 814, New Orleans, LA 70130
          Tel: (504) 522-6257, Fax: (504) 522-0748
          e-mail: bradadams@oilgasrental.com

       8. T&L Lease Service
          Attn: A.L. Martin III
          POB 760, Alvin, TX 77512
          Tel: (281) 331-8221, Fax: (281) 585-5383
          e-mail: nyost8221@aol.com

       9. Hunt Cheiftan Development, LP
          Attn: John H. Blair
          1445 Ross @ Field, Dallas, TX 75202-2785
          Tel: (214) 978-8573, Fax; (214) 978-8575
          e-mail: jblair@huntoil.com

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense. They may investigate the Debtors' business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent. Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest. If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee. If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in Houston, Texas, Tri-Union Development Corporation
is an independent oil and natural gas company engaged in the
acquisition, development, exploration and production of oil and
natural gas properties. The Company filed for chapter 11
protection on October 20, 2003 (Bankr. S.D. Tex. Case No. 03-
44908).  Charles A Beckham, Jr., Esq., Eric B. Terry, Esq., JoAnn
Lippman, Esq., and Patrick Lamont Hughes, Esq., at Haynes & Boone
represent the Debtors in their restructuring efforts.  As of March
31, 2003, the Debtors listed $117,620,142 in total assets and
$167,519,109 in total debts.


TURBOCHEF: Closes $13M Private Placement & Appoints New Mgt. Team
-----------------------------------------------------------------
TurboChef Technologies, Inc. (OTC Bulletin Board: TRBO.OB)
announced that it has completed a private placement of 2,132,650
shares of its new Series D Preferred Stock to OvenWorks, LLLP and
other investors. The shares of Series D Preferred Stock, which are
initially convertible into an aggregate of 42,653,000 shares of
TurboChef Common Stock, represent approximately 58% of TurboChef's
total equity on a fully diluted, as converted basis. Gross
proceeds to TurboChef totaled approximately $13,080,000, and will
be used to satisfy existing obligations and to fund TurboChef's
working capital needs, including product development and
manufacturing, sales and marketing and other general corporate
purposes.

OvenWorks is a newly formed limited partnership of which Oven
Management, Inc., a company controlled by Richard E. Perlman,
serves as general partner. Mr. Perlman served as Chairman of the
Board of PracticeWorks, Inc. from August 2000 until the sale of
that company in October 2003.

In connection with the private placement, Mr. Perlman was
appointed Chairman of the Board of TurboChef, James K. Price,
PracticeWorks' former President and Chief Executive Officer, was
appointed President and Chief Executive Officer of TurboChef, and
Al Cochran, PracticeWorks' former Chief Financial Officer, was
appointed Chief Financial Officer of TurboChef. In addition to
Messrs. Perlman and Price, William A. Shutzer and Raymond H. Welsh
were appointed to TurboChef's Board of Directors. Mr. Shutzer is a
Managing Director of Lehman Brothers, Inc. and is currently a
director of Tiffany & Co., Blount International, Inc.,
JupiterMedia Corp. and American Financial Group. Mr. Welsh is a
Senior Vice President of UBS Financial Services Inc. Mr. Welsh is
a trustee of the University of Pennsylvania, Penn Medicine and
Bancroft Neurohealth. Mr. Welsh is also a director of the United
Way of Southeastern Pennsylvania. TurboChef expects to add two
additional board members in the near future. Jeffrey Bogatin and
Donald Gogel resigned from their board and officer positions with
TurboChef.

Mr. Perlman, TurboChef's new Chairman said, "We are very excited
about the future of TurboChef. We believe that the combination of
unparalleled technology, more than adequate funding and a proven
management team will finally realize TurboChef's goal of becoming
the world leader in rapid cook technologies."

Sands Brothers International Limited was retained by TurboChef's
Board of Directors prior to the closing to render an opinion as to
whether the transaction was fair to TurboChef and its
stockholders. On October 27, 2003, Sands Brothers delivered its
oral opinion to TurboChef's Board of Directors, subsequently
confirmed in writing, to the effect that, as of that date, the
transaction was fair to TurboChef and its stockholders.

Shares of the Series D Preferred Stock rank senior to all other
classes of stock of TurboChef as to liquidation, dividends,
redemption and other payments or distributions. Holders of Series
D Preferred Stock also have redemption rights (to the extent they
are unable to convert all or part of their shares to common stock
of TurboChef), preemptive rights, and demand and piggy-back
registration rights with respect to their shares. Holders of
Series D Preferred Stock are entitled to vote as a class in
connection with certain matters, are generally entitled to vote
together with the holders of TurboChef common stock on an as
converted basis, and are also entitled to elect two-thirds of the
members of TurboChef's Board of Directors. After the closing, an
additional 6,000,000 shares of TurboChef's Common Stock will be
reserved for issuances of options to the officers, directors,
employees and consultants of TurboChef.

In connection with the private placement, Mr. Bogatin was granted
the right to nominate and elect one member of TurboChef's Board of
Directors, subject to the reasonable approval of TurboChef's Board
of Directors. Messrs. Bogatin and Gogel agreed to a general 18-
month prohibition on the transfer of their shares of capital stock
of TurboChef, and to a right of first refusal in favor of
TurboChef and OvenWorks, subject to a monthly trading allowance
based on the average daily trading volume of TurboChef's common
stock. Messrs Bogatin and Gogel also have entered into a voting
agreement pursuant to which they agreed to vote all their shares
of TurboChef common stock in favor of, among other things, any
proposal to amend TurboChef's Certificate of Incorporation to
increase the amount of TurboChef's authorized capital stock. Mr.
Gogel exercised his right to convert all of his shares of
TurboChef's Series C Preferred Stock, plus all accrued and unpaid
dividends thereon, into 803,565 shares of TurboChef common stock.
Messrs. Bogatin and Gogel also have each entered into a non-
competition agreement and a release agreement in favor of
TurboChef in consideration for which Messrs. Bogatin and Gogel
received an aggregate of 2,433,333 and 366,667 shares of TurboChef
common stock, respectively.

Prior to the private placement, Messrs. Bogatin and Gogel agreed
to the termination of all of their outstanding options to purchase
TurboChef common stock. Additionally, TurboChef agreed to cancel
the obligations of Messrs. Bogatin and Gogel to pay TurboChef
$2,000,000 and $100,000, respectively, under certain promissory
notes delivered by them to TurboChef in connection their exercise
of stock options in 1999 and 2000. In return, Messrs. Bogatin and
Gogel agreed to the cancellation of the 840,000 shares of
TurboChef common stock acquired by them in connection with such
option exercises.

Contemporaneously with the closing of the private placement,
TurboChef also entered into an agreement with Grand Cheer Company
Limited pursuant to which Grand Cheer agreed to cancel TurboChef's
$1,000,000 promissory note (which had been in default since
October 2002) and to release all collateral thereunder, reduced
from 1,000,000 to 800,000 the number of shares of TurboChef common
stock issuable upon exercise of Grand Cheer's warrants, released
TurboChef from any and all liability to Grand Cheer through the
closing of the transaction, exercised its rights to convert all
its shares of TurboChef Series B Preferred Stock, plus all accrued
and unpaid dividends thereon, into 2,024,986 shares of TurboChef
Common Stock and executed a voting agreement substantially
identical to the voting agreement signed by Messrs. Bogatin and
Gogel. In exchange, TurboChef agreed to pay Grand Cheer $1,200,000
in cash from the proceeds of the transaction, and agreed to issue
to Grand Cheer 652,288 shares of its Common Stock.

                      About TurboChef

TurboChef is engaged primarily in designing, developing and
marketing its proprietary rapid cook technologies. TurboChef's
proprietary rapid cook ovens, which require no ventilation, employ
a combination of high speed forced air and microwave energy to
"cook to order" a variety of food products at faster speeds and to
quality standards comparable, and in many instances superior to,
other conventional commercial and residential ovens currently
available. With its superior technology and new management team,
TurboChef seeks to become the world leader in rapid cook
technologies.


ULTRADATA SYSTEMS: Shoos Away Weinberg & Hires Webb as Auditor
--------------------------------------------------------------
On October 21, 2003 Ultradata Systems Inc. dismissed Weinberg &
Company, P.A., C.P.A. from its position as Ultradata's principal
independent accountant.  The decision to change accountants was
approved by Ultradata's Board of Directors, upon recommendation by
its Audit Committee.

The audit reports of Weinberg on Ultradata's financial statements
for the years ended December 31, 2002 and 2001 contained a
modification expressing substantial doubt about Ultradata's
ability to continue as a going concern.
     
On October 24, 2003, Ultradata retained the firm of Webb &
Company, P.A. to audit Ultradata's financial statements for the
year ended December 31, 2003.  

            
US AIRWAYS: Asks Court to Compel Limbach to Reimburse Costs
-----------------------------------------------------------
In a Memorandum of Law, the Reorganized US Airways Debtors seek to
bolster their case for dismissing Limbach's Claims.  The
Reorganized Debtors want to partially dismiss, as unjustified,
inequitable and overreaching, certain damage elements totaling
$9,500,000 of the nearly $15,000,000 in claims asserted by the
Limbach Parties.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom, informs Judge Mitchell that, before the Petition Date,
USAir terminated for convenience the two fixed-price construction
contracts with the Limbach Parties that are now in dispute.  
Through a tortured reading of the termination for convenience
clauses of the contracts, the Limbach Parties have asked the
Court to ignore the fixed prices on which they agreed to perform
the work and instead, award full reimbursement for all costs they
allegedly expended, plus more than $8,000,000 in profits.  Many
of the costs were attributable to the Limbach Parties' own
inefficiencies and deficiencies.  Mr. Butler emphasizes that the
Limbach Parties now seek to be absolved from their obligations
under the contracts they freely signed.

According to Mr. Butler, the issue is simple -- can the Limbach
Parties convert two lump sum, fixed-price contracts, into time
and material, cost-reimbursable contracts through their
interpretation of the "Termination for Convenience" clause of the
contracts?  Mr. Butler does not believe so and insists that the
Reorganized Debtors are entitled to summary judgment partially
dismissing the Limbach Parties' "grossly excessive claims".

The Reorganized Debtors are entitled to partial summary judgment
as a matter of law dismissing $9,500,000 of the Limbach Parties'
claims, resulting from their misinterpretation of the contracts.  
The Reorganized Debtors ask the Court to issue a summary judgment
dismissing the Limbach Parties' claims to the extent that they
seek reimbursement of their total costs incurred on the Project,
plus their profits on those costs. (US Airways Bankruptcy News,
Issue No. 40; Bankruptcy Creditors' Service, Inc., 609/392-0900)


US AIRWAYS: Reduces First Class Fares on Select Leisure Routes
--------------------------------------------------------------
US Airways has dramatically reduced First Class fares on flights
to Las Vegas, Montego Bay and Grand Bahama Island, for travel
through Jan. 31, 2004.

"First Class customers can check in at exclusive counters, enjoy
priority boarding, relax in roomy leather seats and enjoy
complimentary cocktails and other amenities," said Steve Tracas,
US Airways vice president of sales and marketing.  "Whether headed
to the Caribbean or the casinos, customers can now make their
entire vacation extraordinary by flying First Class for less."

For more information on these discounts, call US Airways toll-free
at 866- 204-7804 or visit usairways.com/firstclass.

                                      Roundtrip
    Destination                    First Class Fares
    Las Vegas                           $498
    Grand Bahama Island               $400-$500
    Montego Bay                       $500-$600

Fares are based on required roundtrip First Class travel through
Jan. 31, 2004.  Depending upon travel needs, part of the service
may be provided at the same fare in coach class on regional
aircraft operated by US Airways Express carriers Allegheny, Air
Midwest, Chautauqua, Colgan, Mesa, Midway, Piedmont, PSA, Shuttle
America or Trans States. Depending on the itinerary, some or all
flight segments may be operated by United Airlines(R).  Fares to
international destinations not valid on codeshare flights.
    
Tickets must be purchased at least seven days in advance of travel
and within 24 hours of making the reservation.  Tickets become
non-refundable 24 hours after making initial reservation.  Wholly
unused tickets may be changed for one year after the original
issue date of the ticket for a minimum $100 fee, if they are
cancelled on or before the departure date of each flight segment.  
If changes are not made on or before the departure date of each
flight, the entire remaining ticket will have no further value.  
For Las Vegas travel, a minimum one night stay is required.  For
Grand Bahama Island and Montego Bay, a minimum three-night or
Saturday night-stay is required and maximum 30-day stay allowed.  
Travel must be completed by Jan. 31, 2004. Seats are limited and
may be sold out on some flights or dates.  Fares are not available
in all markets.

Fares do not include a federal excise tax of $3, which will be
imposed on each flight segment of the itinerary.  A flight segment
is defined as a takeoff and a landing. Fares are subject to the
September Security Fee of up to $10 per itinerary, and up to $18
in airport passenger facility charges where applicable.  
International fares do not include government-imposed taxes, fees
and surcharges of up to $65.

US Airways is the nation's seventh-largest airline, serving nearly
200 communities in the U.S., Canada, Mexico, Europe, the Caribbean
and Latin America.  US Airways, US Airways Shuttle, and the US
Airways Express partner carriers operate over 3,300 flights per
day.  For more information on US Airways schedules and fares,
visit http://usairways.com.


WALTER IND: Board Declares Quarterly Dividend Payable Dec. 11
-------------------------------------------------------------
Walter Industries, Inc. (NYSE: WLT) announced that its Board of
Directors has declared a regular quarterly dividend of 3 cents per
common share, payable December 11, 2003, to shareholders of record
on November 13, 2003.

Walter Industries, Inc. (S&P, BB Corporate Credit Rating, Stable)
is a diversified company with five principal operating businesses
and annual revenues of $1.9 billion. The Company is a leader in
homebuilding, home financing, water transmission products, energy
services and specialty aluminum products. Based in Tampa, Florida,
the Company employs approximately 6,300. Formore information,
visit the corporate web site at http://www.walterind.com.


WCI STEEL: Bankruptcy Court Grants Final Nod on DIP Financing
-------------------------------------------------------------
WCI Steel, Inc. announced that U.S. Bankruptcy Judge William T.
Bodoh has given final approval to the company's proposed Debtor-
In-Possession financing from Congress Financial Corporation, Bank
of America, N.A. and other lenders under WCI's existing $100
million working capital facility.

Judge Bodoh had approved the DIP facility on an interim basis last
month, pending consideration of an alternative financing offer
from another group. WCI was able to successfully resolve concerns
relating to the Congress facility and proceed with this credit
facility on a consensual basis.

Edward R. Caine, president and chief executive officer of WCI,
said the court approval allows WCI to continue operations
uninterrupted while proceeding with its reorganization.

"We are pleased that the court has granted final approval to our
DIP credit facility," Caine said. "The financing package provides
WCI with the liquidity which we expect will be required to meet
our obligations to suppliers, customers and employees as we work
through the Chapter 11 process."

As of Oct. 28, 2003, the DIP facility provides more than $32
million in available liquidity.

A hearing on an additional $10 million subordinated secured credit
facility from The Renco Group, Inc., WCI's ultimate parent, is
currently scheduled for Nov. 12, 2003.

On Sept. 16, 2003, WCI filed a voluntary petition for protection
under Chapter 11 of the U.S. Bankruptcy Code in the United States
Bankruptcy Court for the Northern District of Ohio, Eastern
Division in Youngstown.

WCI is an integrated steelmaker producing more than 185 grades of
custom and commodity flat-rolled steel at its Warren, Ohio
facility. WCI products are used by steel service centers,
convertors, electrical equipment manufacturers and the automotive
and construction markets. The company has approximately 1,800
employees.


WEIRTON STEEL: Gets Clearance for Workforce Reduction Program
-------------------------------------------------------------
As of June 1, 2003, Weirton Steel Corporation employed
approximately 517 salaried employees who were not represented by
any collective bargaining unit.  Since the Petition Date, in
order to address market conditions, and to assure compliance by
the Debtor with financial covenants under its debtor-in-
possession credit facility, the Debtor has evaluated various
cost-cutting measures, including, but not limited to, reducing
salaries, temporarily laying off certain of the Salaried
Employees, and seeking certain wage and benefit concessions from
its represented workforce.  The Debtor actually implemented the
Temporary Layoff Program and has required Salaried Employees to
share the cost of their healthcare coverage.

Notwithstanding the cost savings that the Debtor has achieved to
date, the Debtor has determined that it is imperative to
implement a workforce reduction of as many as 175 Salaried
Employees.

The Workforce Reduction Program will include a formal declaration
by Weirton that it is unlikely that impacted Salaried Employees
will return to work.

As of the Petition Date, the Debtor did not have formal programs
or policies with respect to workforce reductions involving
Salaried Employees, other than contractual obligations to eight
individuals not impacted by the Workforce Reduction Program.  
Since 1999, the Debtor has implemented several layoff programs,
and a determination of benefits has been made on a case-by-case
basis within the Debtor's discretion.

According to James H. Joseph, Esq., at McGuireWoods, in
Pittsburgh, Pennsylvania, the Debtor has undertaken a review of
its Salaried Employees, and has identified certain job functions
that can be eliminated or replicated by other job functions.  Job
groups and individual jobs have been designated by senior
management for elimination, first with volunteers solicited from
Salaried Employees whose job functions were identified as being
subject to elimination.  If volunteers for layoff do not fill the
number of layoffs allocated to a particular job function,
involuntary layoffs will be implemented to satisfy the number of
necessary layoffs.

The Debtor designed the Workforce Reduction Program in
consultation with its professionals without unlawful
consideration of race, sex, age, religion, national origin,
veteran status, and qualified disability status as factors in
determining impacted jobs.  Mr. Joseph maintains that the
Workforce Reduction Program:

   (1) was designed with the Debtor's reasonable exercise of
       sound business judgment,

   (2) constitutes a legitimate business purpose, and

   (3) was job-related and consistent with business necessity.

                   Workforce Reduction Program

For purposes of the Workforce Reduction Program, Salaried
Employees are divided into three categories:

   * employees who are immediately eligible at their option for
     a pension -- Retirement Eligible Employees;

   * employees with at least three years of service who are not
     immediately eligible at their option for a pension --
     Retirement Ineligible Employees; and

   * employees with less than three years of service who are not
     immediately eligible at their option for a pension.

Those Salaried Employees subject to the Workforce Reduction
Program, either voluntarily or involuntarily, will be requested
to execute a Waiver and Release.  Those Salaried Employees
subject to the Workforce Reduction Program who execute the Waiver
and Release will receive the Release Consideration:

   (a) Retirement Eligible Employees

       * Payments totaling $40,000 payable in equal monthly
         installments over a period that is the greater of:

            (i) 25 months, or

           (ii) the number of months until the individual reaches
                the age of 62; and

       * Active healthcare and life insurance coverage with no
         change in the allocation of cost between Weirton and the
         employees, including the same coverages as are provided
         under COBRA continuation coverage for the employee,
         spouse and eligible dependents for exempt Salaried
         Employees, not subject to change with respect to
         employee premium contributions only, for 12 months.

   (b) Retirement Ineligible Employees with at least three years
       of service

       * Monthly payments each for $1,500 for the number of
         months equal to the number of full years of service by
         the impacted employee; and

       * Active healthcare and life insurance coverage with no
         change in the allocation of cost between Weirton and the
         employees, including the same coverages as are provided
         under COBRA continuation coverage for the employee,
         spouse and eligible dependents for exempt Salaried
         Employees, not subject to change with respect to
         employee premium contributions only, for 12 months.

The Debtor will provide those impacted Salaried Employees who do
not execute or who are not eligible to execute a Waiver and
Release the Basic Benefits, including:

   (a) Retirement Eligible Employees and Retirement Ineligible
       Employees

       * One time payment of $1,500; and

       * Active healthcare and life insurance coverage with no
         change in the allocation of cost between Weirton and the
         employees, including the same coverages as are provided
         under COBRA continuation coverage for the employee,
         spouse and eligible dependents for exempt Salaried
         Employees, not subject to change with respect to
         employee premium contributions only, for three months;

   (b) Salaried Employees with less than three years of service

       * Will not receive any benefits other than those required
         by applicable non-bankruptcy law.

In addition to Workforce Reduction Benefits, in accordance with
the West Virginia Wage Payment Collection Act, all impacted
Salaried Employees will be paid for unused vacation time on the
next regular pay after the layoff.

             Impact on Salaried Employees Previously
               Impacted By Temporary Layoff Program

Previously, the Debtor temporarily laid off 30 Salaried Employees
under the Court-approved Temporary Layoff Program.  All of the
Laid Off Employees will be subject to the Workforce Reduction
Program, and will therefore be entitled to receive Workforce
Reduction Benefits.  In order to receive the Release
Consideration under the Workforce Reduction Program, these
individuals will be required to execute the Waiver and Release in
connection with the Workforce Reduction Program, regardless of
whether or not they executed a release in connection with the
Temporary Layoff Program.

The amount of any cash payments to which a Laid Off Employee will
be entitled will be reduced dollar-for-dollar by the amount of
cash payments that the Laid Off Employee has received under he
Temporary Layoff Program.  Similarly, the period to which a Laid
Off Employee will be entitled to received healthcare and life
insurance coverage will be reduced by the period that the Laid
Off Employee has received healthcare and life insurance coverage
under the Temporary Layoff Program.

               Indemnification of Senior Management

The Debtor contemplates that, notwithstanding the care undertaken
by senior management to formulate and implement a fair,
reasonable and non-discriminatory layoff program, some impacted
Salaried Employees may refuse to execute the Waiver and Release.  
These employees may in fact seek legal redress against the
Debtor's senior management.  Accordingly, the Debtor seeks the
Court's authority to fully indemnify and hold harmless senior
management from any causes of action against them that arise by
virtue of the Workforce Reduction Program.

          Financial Impact of Workforce Reduction Program

The Debtor anticipates that its aggregate liability for the
proposed salary continuation payments and benefits to the
impacted Salaried Employees will range from $4,500,000 to
$6,800,000, excluding vacation pay, assuming that all of the
impacted Salaried Employees execute the Waiver and Release and
receive Release Consideration.  Workforce Reduction Benefits will
be entitled to administrative priority claim status in accordance
with Section 503(b)(1)(A) of the Bankruptcy Code.

The Debtor further anticipates that the implementation of the
Workforce Reduction Program will result in aggregate annual
savings in the approximate range of $10,000,000 to $11,700,000.

At the Debtor's request, the Court:

   (a) approves the Workforce Reduction Program;,

   (b) authorizes the payment of the Workforce Reduction Benefits
       and afford Workforce Reduction Benefits administrative
       priority claim status in accordance with Section 503(b);

   (c) authorizes the Debtor to pay all reasonable costs of
       defense and otherwise hold harmless and indemnify
       management from all claims of impacted Salaried Employees
       that arise from or relate to the Workforce Reduction
       Program and establish the Indemnity Reserve; and

   (d) exercises jurisdiction over any claims that arise from or
       relate to the Workforce Reduction Program. (Weirton
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  


WHEELING-PITTSBURGH: Gets Nod to Modify & Assume AMROX Contracts
----------------------------------------------------------------
James M. Lawniczak, Esq., at Calfee Halter & Griswold LLP, in
Cleveland, Ohio, relates that Wheeling-Pittsburgh Steel
Corporation operates several "pickle lines" in which steel coils
are cleaned for use in making clean sheet metal by running them
through acid baths that remove excess iron and other materials.  
WPSC operates pickle lines at its Allenport Works and Yorkville
Works facilities.

WPSC is a party to a Services Agreement for Iron Oxide Production
Facility, a Property Disposition Agreement, and a Lease Agreement
with American Iron Oxide Company.

Under the existing Services Agreement, AMROX provides iron oxide
processing services to WPSC at the Allenport Works and Yorkville
Works facilities.  These services include installing and
maintaining the acid baths as well as removing the iron out of the
pickle bath and producing regenerated acid, which it then resells
to WPSC.

Pursuant to the Property Disposition Agreement, WPSC permits AMROX
to maintain facilities on WPSC property in order to provide the
iron oxide processing services.

AMROX leases real property from WPSC on which AMROX has iron oxide
processing facilities.

Certain disputes have arisen between the parties regarding amounts
due under these three contracts.  The parties entered into
settlement discussions regarding the payment disputes, as well as
terms for assumption of the contracts.

The AMROX contracts are central to WPSC's continued operations for
two reasons:

       (1) The iron processing services provided by AMROX
           alleviate the need for WPSC to dispose of the waste
           products generated by the pickle process.  The waste,
           if disposed of by WPSC, would be considered
           hazardous material and thus, very expensive to
           dispose of.

       (2) The regenerated acid sold to WPSC by AMROX is
           significantly less expensive than new acid, which
           would otherwise be required for the pickle lines.

Due to the importance of these contracts to both parties, AMROX
and WPSC have negotiated amendments in the form of a new Amended
AMROX Contract -- which incorporates by reference the Services
Agreement, Property Disposition Agreement, and Lease Agreement --
to conform to WPSC's expected post-confirmation needs so that WPSC
may assume the contracts.  The Amended Contract also provides for
settlement of all payment disputes between the parties.

                   The Amended AMROX Contract

The Amended AMROX Contract directs that, in settlement of all
claims and any cure amounts under the agreements, AMROX has an
allowed, general, unsecured claim against WPSC's bankruptcy estate
for $375,223.81.  Allowance of the claim constitutes a full and
complete cure of all defaults under the Service Agreement, the
Property Disposition Agreement, and the Lease.  All other proofs
of claim filed by AMROX are disallowed and expunged to the extent
they are inconsistent with the allowed claim.

AMROX waives any sum that might be due and owing by WPSC, other
than the allowed claim, under these agreements, and any other
default occurring under the agreements at any time before the date
of execution of the Amended AMROX Contract.

Other amendments include:

       (1) AMROX will furnish and install Pickle Liquor Heating
           Systems utilizing plant steam to enable WPSC to
           maintain the pickling liquor in the multi-tank (tubs)
           pickling installation at the Allenport Works and the
           Yorkville Works at temperatures and in accordance
           with operating specifications set out in the
           Contract.  WPSC is fully and solely responsible for
           the proper operation and maintenance of the tubs
           during the term of the agreement.  Each PLH system
           may be purchased by WPSC for $1 at the end of the
           term of the agreement.

       (2) WPSC will provide, and AMROX will accept, WPL
           produced at the Plants, up to a maximum volume of
           15,600,000 gallons each year during the term of the
           Agreement, to be processed in the facility.  The WPL
           will be supplied at a maximum rate of 300,000 gallons
           in any one week.

       (3) WPSC intends to provide WPL which consists of a
           minimum of 18% FeCb.  AMROX will monitor on a batch-
           to-batch basis and test the quality of the
           Regenerated Acid to be returned to WPSC, and will
           warrant, provided that the WPL meets the quality
           standards agreed upon by the parties, that the
           quality of the Regenerated Acid produced will
           conform to the standards and specifications in the
           Agreement.

       (4) If WPSC's WPL does not conform to the agreed
           specifications, WPSC will be assessed an additional
           charge of $0.05 per gallon on the amount of out-of-
           specification material that is processed by AMROX.
           WPSC and AMROX will work together to identify the
           cause for any variance and to correct identified
           problems.

       (5) AMROX has the right to process WPL from any third
           party, provided that AMROX agrees that priority will
           be given to the processing of any and all WPL, up to
           a maximum of 300,000 gallons per week, supplied by
           WPSC, and provided further that any agreement between
           AMROX and any third party producer of WPL will
           contain a provision subordinating that agreement to
           the obligations of AMROX in this Agreement.

       (6) When available, AMROX will provide WPSC with
           additional "regenerated acid" above AMROX's 98%
           recovery guaranty for use as "make up acid."
           AMROX will report to WPSC the volume of the
           regenerated acid supplied as make-up acid in a
           monthly "Chloride Balance Report."  The market
           price for the Make-Up Acid will be updated
           quarterly and will be based upon the actual price
           for fresh acid delivery to WPSC on a freight
           equalized and chloride equivalent basis.

       (7) For regeneration services provided on or after
           October 1, 2003 -- the Amendment's Effective Date --
           a flat fee equal to $0.125 per gallon of WPSC's
           WPL, plus any other applicable charges with respect
           to WPL that does not meet applicable quality
           specifications, will be charged.  In addition,
           beginning with the Effective Date, and on the first
           day of each consecutive month after that, for a
           total of 96 months, WPSC will pay AMROX $2,700 per
           month.  

       (8) Upon termination of the Agreement, or upon a
           material breach under it, each party may pursue
           any remedy available to it at law or at equity,
           with some agreed, but unidentified, limitations of
           liability.

       (9) The Amended Contract is based on existing practices,
           procedures and operations of WPSC.  Nothing in this
           amendment limits in any way WPSC's right to change,
           alter or revise, or discontinue, any of its practices,
           procedures or operations, or any new practice,
           procedure or operation at any time WPSC may deem
           appropriate.  However, should any change or new
           practice, procedure or operation of WPSC have a
           "significant impact" that requires AMROX to change,
           modify or relocate any facilities, equipment, or
           other property in order to provide the services
           specified in the Agreement to WPSC, or have a
           "significant effect" on AMROX's costs of providing
           these services to WPSC, then the parties will
           negotiate in good faith, with the intent to allow
           full recovery by AMROX of the costs of making
           such changes, modifications or relocations of
           facilities, equipment or other property, or of the
           increased costs of providing services to WPSC;
           provided that the negotiations are supported by the
           appropriate data as to costs, expenses, capital
           investments, and other items affecting costs as to
           which agreement is sought, and provided further
           that no effect will be deemed "significant" unless:

              (i) as to the changes resulting in capital
                  expenditures, the costs exceed $10,000 in the
                  aggregate during any 12-month period, or

             (ii) as to changes resulting in increased operating
                  costs, the costs exceed $25,000 in the
                  aggregate during any 12-month period.

      (10) WPSC has the option, exercisable by the delivery of
           written notice to AMROX no later than six months
           before the scheduled expiration date of the
           Agreement, to renew the Agreement.  In the event of a
           renewal, the per-gallon processing charge will be
           replaced by a charge that is based on AMROX's net
           costs, plus a 15% profit margin.  AMROX's net costs
           for this purpose are equal to:

              (i) the actual costs of labor, maintenance,
                  operating supplies, supervisions and indirect
                  costs incurred by AMROX in the operation of
                  the facility, excluding any finance costs;
                  minus

             (ii) revenues received by AMROX from the processing
                  of third-party WPL and from the sales of iron
                  oxide.

           The per-gallon charge for the processing of WPL
           during the renewal period will be based on AMROX's
           forecasted net costs plus a 15% profit margin,
           divided by the estimated amount of WPL to be provided
           by WPSC to AMROX.  However, AMROX's actual net
           costs for each calendar quarter, and the amount of
           WPSC's WPL actually processed by AMROX during that
           period will be determined after the end of that
           quarter, and the charges for WPL processed during
           the quarter will be adjusted accordingly.

      (11) If the Agreement is renewed, it will be renewed
           initially for a period of one year, and thereafter
           will renew annually unless WPSC delivers timely
           written notice of termination.

Accordingly, the Court authorizes WPSC to modify and assume the
AMROX Contracts. (Wheeling-Pittsburgh Bankruptcy News, Issue No.
48; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


WORLDCOM: Inks Stipulation Resolving Wells Fargo Claim Disputes
---------------------------------------------------------------
Wells Fargo Bank, N.A. and the Worldcom Inc. Debtors believe that
their disputes regarding Wells Fargo's claims against the Debtors'
estates and Wells Fargo's objection to the Debtors' Plan can best
be resolved promptly and comprehensively as a matter of law in
the context the claims dispute resolution process, based on
factual record, as well as from certain supplemental facts.

Wells Fargo does not object to substantive consolidation of the
WorldCom Debtors or the Intermedia Debtors as contemplated in the
Plan or the Intercreditor Settlements.  Wells Fargo, however,
objects to the effect of the Plan on its claims, including the
release or discharge of its claims against Debtors and non-
debtors.  Wells Fargo questions the classification, release and
treatment of its claims under the Plan.

The Plan distributes $29,000,000 in payment on account of the
Allowed Interests of the Intermedia Preferred Shareholders,
approximating a 5% recovery to those holders.

In a Court-approved stipulation, the parties agree that:

   (1) Wells Fargo's Plan Objections will be addressed as part of
       the claims reconciliation process and that a confirmation
       order may be entered, and the Plan may become effective,
       before the final adjudication of Wells Fargo's Plan
       Objections;

   (2) the deferral of the Wells Fargo Plan Objections to the
       claims reconciliation process will be without prejudice to
       Wells Fargo's right to argue as to the proper
       classification and treatment of its claims under the Plan,
       free of releases or discharges.  The entry of a
       confirmation order, any findings of fact or conclusions of
       law, or the occurrence of the Effective Date, will not
       prejudice Wells Fargo's right to argue as it deems
       appropriate as to how its claims should be classified or
       treated under the Plan and its right to argue that it is
       not bound by the Bank Settlement or Plan releases or
       discharges.  However, Wells Fargo may not reargue or
       readjudicate any order that may be entered confirming the
       Plan;

   (3) the deferral of adjudication of the Wells Fargo Plan
       Objections is without prejudice to the Debtors' right to
       argue that the acceptance of Classes 3A and 5 of the Plan
       binds Wells Fargo to the treatment provided for those
       Classes under the Plan, or Wells Fargo's right to oppose
       the argument;

   (4) Wells Fargo's Plan Objections and the proceeding in
       connection with Wells Fargo's Claim will be adjudicated at
       a hearing commencing on January 27, 2004.  The parties
       will diligently work in good faith to agree on the
       admissibility of evidence contained within the Factual
       Record, as well as to certain stipulated facts and
       discovery to supplement the Factual Record;

   (5) Wells Fargo reserves the right to assert these arguments
       -- the Debtors reserve the right to dispute, except
       that the Debtors will not assert that the fact of the
       Plan confirmation, should it be confirmed -- and the Plan
       confirmation will be without prejudice to such arguments
       by either party:

         (i) That Wells Fargo is entitled to select among
             alternative remedies and that Wells Fargo is
             entitled to cumulative remedies against the WorldCom
             Debtors and the Intermedia Debtors;

        (ii) That Wells Fargo is entitled to a Class 12 claim
             against the Intermedia Debtors, as well as a Class 6
             Claim against MCIC, that each claim is not subsumed
             by Class 3A recoveries, and that Wells Fargo is
             entitled to opt out of Class 3A.  However, nothing
             will preclude the Debtors from arguing that the
             acceptance of the Plan by Class 3A creditors binds
             Wells Fargo to the terms of the Bank Settlement;

       (iii) That Wells Fargo cannot be compelled to release
             claims against non-debtors, including under Section
             524(e) of the Bankruptcy Code or to release
             Intermedia Debtors or MCIC Debtors with respect to
             Class 12 or 6 claims;

        (iv) That the incorporation of various settlements in the
             Plan, pursuant to which certain classes of creditors
             or equity receive greater recoveries than others, is
             a consideration that the Court may take into account
             in adjudicating the Wells Fargo Claim Proceeding in
             connection with Wells Fargo's objections to the
             classification, treatment or release of its claims.  
             However, nothing will be construed to allow for
             reargument or readjudication the Court's approval
             of any settlement, should the Court enter an order
             confirming the Plan; and

         (v) That indemnification of certain officers, directors,
             and employees by the Debtors pursuant to the Plan
             does not affect any Wells Fargo claim against any
             Debtor or non-debtor;

   (6) Wells Fargo reserves the right to object to the Modified
       Plan as it relates to the settlement with preferred
       shareholders of Intermedia; and

   (7) In the event the Plan is confirmed and becomes effective
       before the final adjudication of the Wells Fargo Claim
       Proceeding, Wells Fargo will be entitled to receive a
       Class 5 distribution contemporaneously with distributions
       to other members of Class 5, subject to a holdback for any
       amount Wells Fargo may be entitled to receive under Class
       3A.  The other Banks participating in the Bank Settlement
       may receive their benefits under the Plan without regard
       to Wells Fargo's position. (Worldcom Bankruptcy News, Issue
       No. 41; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


WORLDCOM/MCI: Increases Digex Tender Offer Price to $1 Per Share
----------------------------------------------------------------
MCI (WCOEQ, MCWEQ) announced that it had increased the offer price
in its pending tender offer for all of the shares of Class A
Common Stock of Digex, Incorporated (OTC Bulletin Board: DIGX) to
$1.00 per share from the current offer price of $0.80 per share, a
25% increase.  MCI also announced that it is extending the
expiration of the tender offer to 5:00 p.m., New York City time,
on November 14, 2003.  

MCI commenced a tender offer for all of the outstanding shares of
Class A Common Stock of Digex on August 27, 2003.  The offer was
previously scheduled to expire at 5:00 p.m., New York City time,
on October 31, 2003.

On October 29, 2003, the U.S. Bankruptcy Court for the Southern
District of New York granted approval for MCI to increase the
offer price to $1.00 per share from the current offer price of
$0.80 per share.  All shareholders who tender shares to MCI
pursuant to the tender offer will receive such increased price for
shares tendered, regardless of whether such shares are tendered
before or after this announcement, if the tender offer is
consummated.
    
As previously announced, David J. Greene & Company LLC and JMB
Capital Partners, L.P., stockholders of Digex, have entered into
agreements to tender all of the shares of Class A Common Stock of
Digex owned by them into the tender offer, conditioned upon MCI
increasing the offer price to $1.00 per share.  Collectively,
David J. Greene & Company and JMB Capital own an aggregate of
7,199,859 shares of Class A Common Stock.

As of the date hereof, approximately 9,422,371 shares of Class A
Common Stock have been validly tendered (and not properly
withdrawn).  Such tendered shares, plus the shares David J. Greene
and JMB Capital have agreed to tender as described above,
aggregates 16,622,230 shares, approximately 2,337,186 shares less
than needed to satisfy the minimum condition of the tender offer.

Georgeson Shareholder Communications Inc. is acting as the
Information Agent in connection with the tender offer and can be
contacted at (212) 440- 9800 (for banks and brokers) or (866) 295-
8105 (toll free for all others).

The agreements, as well as other documentation relating to the
offer, may be obtained free of charge at the SEC's web site,
http://www.sec.gov,or by contacting Georgeson Shareholder  
Communications.  Digex stockholders and other interested parties
are urged to read the documentation relating to the offer because
it contains important information.

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

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


WORLD HEART: Will Hold Q3 Results Conference Call on November 5
---------------------------------------------------------------
World Heart Corporation (OTCBB: WHRTF, TSE: WHT) will hold a
telephone conference call for shareholders, media and interested
members of the financial community following the release of third-
quarter results for the period ended September 30, 2003.

The results will be released via Canada NewsWire and PR Newswire
at approximately 2 p.m. on November 5th, and will be followed by
the conference call at 4:00 p.m. (ET). Rod Bryden, President and
Chief Executive Officer will host the call. Mark Goudie, Vice-
President, Finance and Chief Financial Officer, will accompany
him.

To participate, please call 1-800-428-5596 ten minutes before the
call begins. A recording of the presentation and question period
will be available for review starting at 6:00 p.m. on November 5,
2003. The recording can be accessed at 1-800-558-5253 and entering
reservation number 21164609. It will be available until midnight
on December 5, 2003.

World Heart Corporation, a global medical device company based in
Ottawa, Ontario and Oakland, California, is currently focused on
the development and commercialization of pulsatile ventricular
assist devices. Its Novacor(R) LVAS (Left Ventricular Assist
System) is well established in the marketplace and its next-
generation technology, HeartSaverVAD(TM), is a fully implantable
assist device intended for long-term support of patients with
heart failure.

World Heart Corporation's June 30, 2003, unaudited balance sheet
shows a total shareholders' equity deficit of about CDN$53
million, while its June 30, 2003, Proforma balance sheet shows a
total shareholders' equity deficit of about CDN$69 million.


* E-Retailer Uses Permission Email Mktg to Get Out of Bankruptcy
----------------------------------------------------------------
Knetgolf.com, North America's Premier Internet Discount Golf
Supplier, uses permission email marketing software to not only
step up company sales outreach but to measure customer buying
behavior.

The online retail firm worked itself out of bankruptcy in less
than two years using permission email sales campaigns created,
tested and sent by Campaign Enterprise software. Knetgolf.com co-
owner Bill Birss cited Campaign's database writeback ability as
one of the keys to measuring the success of sales email campaigns.

"The software gives us a detailed analysis of our email campaigns:
what we've done, and what we could have done better," Birss said.
"We can tell a message's impact by looking at these details and
making adjustments with the software."

Mr. Birss has been involved in Internet marketing for more than 10
years. He was involved in Canada's first online retail presence
for music supplies and has been using permission email marketing
since its initial development.

Campaign Enterprise permission email marketing software
automatically writes back to databases such as Microsoft SQL,
Access, Oracle and MySQL. The software updates databases with
email open reports and hyperlink clickthrough responses in real
time, letting marketers know which messages are working best, and
which need adjustment.

Birss attributes the success of Knetgolf.com -- which this year
will exceed $1 million in sales -- directly to revenue generated
from reliable, timed permission email campaigns, working in tandem
with tracking email message response and following up with
adjustments to the sales message.

Campaign Enterprise software is used by Fortune 500 corporations
and small businesses alike, including Nortel, Bally's Total
Fitness, XM Satellite Radio, Dell Computer, Solomon Smith Barney
and Advanced Micro Devices.

                    About Knetgolf.com

Knetgolf.com is North America's premier discount golf supplier,
selling name brand recycled golf balls at half the retail price.
Their online business also retails clubs and other golf supplies.
To contact Knetgolf.com, visit the website at www.knetgolf.com or
call 877-563-8877.

                    About Arial Software

Founded in 1993, Arial Software is widely considered the industry
leader in software designed for customer relationship management
through permission email marketing. The company's products are
used by large and small organizations to send personalized emails
to customers, subscribers, prospects and members. Additional
company and product information can be found at
http://www.arialsoftware.com/presscenter.htm.


* New Bankruptcy Court Fee Schedule Effective November 1, 2003
--------------------------------------------------------------
Effective November 1, 2003, in accordance with 28 U.S.C. Sec.
1930(b), these new fees will be charged for services to be
performed by clerks of the bankruptcy courts.  No fees are to be
charged for services rendered on behalf of the United States, with
the exception of those specifically prescribed in items 1, 3, and
5, or to bankruptcy administrators appointed under Public Law No.
99-554, Sec. 302(d)(3)(I).  No fees under this schedule shall be
charged to federal agencies or programs which are funded from
judiciary appropriations, including, but not limited to, agencies,
organizations, and individuals providing services authorized by
the Criminal Justice Act, 18 U.S.C. Sec. 3006A.

     (1) For reproducing any record or paper, $.50 per page. This
fee shall apply to paper copies made from either: (1) original
documents; or (2) microfiche or microfilm reproductions of the
original records. This fee shall apply to services rendered on
behalf of the United States if the record or paper requested is
available through electronic access.

     (2) For certification of any document or paper, whether the
certification is made directly on the document or by separate
instrument, $9. For exemplification of any document or paper,
twice the amount of the charge for certification.

     (3) For reproduction of recordings of proceedings, regardless
of the medium, $26, including the cost of materials.  This fee
shall apply to services rendered on behalf of the United States,
if the reproduction of the recording is available electronically.

     (4) For amendments to a debtor's schedules of creditors,
lists of creditors, matrix, or mailing lists, $26 for each
amendment, provided the bankruptcy judge may, for good
cause, waive the charge in any case. No fee is required when the
nature of the amendment is to change the address of a creditor or
an attorney for a creditor listed on the schedules or to add the
name and address of an attorney for a listed creditor.

     (5) For every search of the records of the bankruptcy court
conducted by the clerk of the bankruptcy court or a deputy clerk,
$26 per name or item searched. This fee shall apply to services
rendered on behalf of the United States if the information
requested is available through electronic access.

     (6) For filing a complaint, a fee shall be collected in the
same amount as the filing fee prescribed in 28 U.S.C. Sec. 1914(a)
for instituting any civil action other than a writ of habeas
corpus. If the United States, other than a United States trustee
acting as a trustee in a case under title 11, or a debtor is the
plaintiff, no fee is required. If a trustee or debtor in
possession is the plaintiff, the fee should be payable only from
the estate and to the extent there is any estate realized. If a
child support creditor or its representative is the plaintiff, and
if such plaintiff files the form required by Sec. 304(g) of
the Bankruptcy Reform Act of 1994, no fee is required.

     (7) For filing or indexing any document not in a case or
proceeding for which a filing fee has been paid, $39.

     (8) In all cases filed under title 11, the clerk shall
collect from the debtor or the petitioner a miscellaneous
administrative fee of $39. This fee may be paid in installments in
the same manner that the filing fee may be paid in installments,
consistent with the procedure set forth in Federal Rule of
Bankruptcy Procedure 1006.

     (9) Upon the filing of a petition under chapter 7 of the
Bankruptcy Code, the petitioner shall pay $15 to the clerk of the
court for payment to trustees serving in cases as provided in 11
U.S.C. Sec. 330(b)(2).  An application to pay the fee in
installments may be filed in the manner set forth in Federal Rule
of Bankruptcy Procedure 1006(b).

     (10) Upon the filing of a motion to convert a case to chapter
7 of the Bankruptcy Code, the movant shall pay $15 to the clerk of
court for payment to trustees serving in cases as provided in 11
U.S.C. Sec. 330(b)(2). Upon the filing of a notice of conversion
pursuant to section 1208(a) or section 1307(a) of the Code, $15
shall be paid to the clerk of the court for payment to trustees
serving in cases as provided in 11 U.S.C. Sec. 330(b)(2). If
the trustee serving in the case before the conversion is the
movant, the fee shall be payable only from the estate that exists
prior to conversion.

     (11) For filing a motion to reopen a Bankruptcy Code case, a
fee shall be collected in the same amount as the filing fee
prescribed by 28 U.S.C. Sec. 1930(a) for commencing a new case on
the date of reopening, unless the reopening is to correct an
administrative error or for actions related to the debtor's
discharge. The court may waive this fee under appropriate
circumstances or may defer payment of the fee from trustees
pending discovery of additional assets. If payment is deferred,
the fee shall be waived if no additional assets are discovered.

     (12) For each microfiche sheet of film or microfilm jacket
copy of any court record, where available, $5.

     (13) For retrieval of a record from a Federal Records Center,
National Archives, or other storage location removed from the
place of business of the court, $45.

     (14) For a check paid into the court which is returned for
lack of funds, $45.

     (15) For docketing a proceeding on appeal or review from a
final judgment of a bankruptcy judge pursuant to 28 U.S.C. Sec.
158(a) and (b), the fee shall be the same [$250] amount as the
fee for docketing a case on appeal or review to the appellate
court as required by Item 1 of the Courts of Appeals Miscellaneous
Fee Schedule.  A separate fee shall be paid by each party filing a
notice of appeal in the bankruptcy court, but parties filing a
joint notice of appeal in the bankruptcy court are required to pay
only one fee.  If a trustee or debtor in possession is the
appellant, the fee should be payable only from the estate
and to the extent there is any estate realized.

     (16) For filing a petition ancillary to a foreign proceeding
under 11 U.S.C. Sec. 304, the fee shall be the same amount as the
fee for a case commenced under chapter 11 of title 11 as required
by 28 U.S.C. Sec. 1930(a)(3).  

     (17) The court may charge and collect fees commensurate with
the cost of providing copies of the local rules of court.  The
court may also distribute copies of the local rules without
charge.

     (18) The clerk shall assess a charge for the handling of
registry funds deposited with the court, to be assessed from
interest earnings and in accordance with the detailed fee
schedule issued by the Director of the Administrative Office of
the United States Courts.

     (19) When a joint case filed under Sec. 302 of title 11 is
divided into two separate cases at the request of the debtor(s), a
fee shall be charged equal to the current filing fee for the
chapter under which the joint case was commenced.

     (20) For filing a motion to terminate, annul, modify, or
condition the automatic stay provided under Sec. 362(a) of title
11, a motion to compel abandonment of property of the estate
pursuant to Rule 6007(b) of the Federal Rules of Bankruptcy
Procedure, or a motion to withdraw the reference of a case or
proceeding under 28 U.S.C. Sec. 157(d), a fee shall be collected
in the amount of the filing fee prescribed in 28 U.S.C. Sec.
1914(a) for instituting any civil action other than a writ of
habeas corpus. No fee is required for a motion for relief from the
co-debtor stay or for a stipulation for court approval of an
agreement for relief from a stay. If a child support creditor or
its representative is the movant, and if such movant files the
form required by Sec. 304(g) of the Bankruptcy Reform Act of 1994,
no fee is required.

     (21) For docketing a cross appeal from a bankruptcy court
determination, the fee shall be the same amount as the fee for
docketing a case on appeal or review to the appellate court as
required by Item 1 of the Courts of Appeals Miscellaneous Fee
Schedule.  If a trustee or debtor in possession is the appellant,
the fee should be payable only from the estate and to the extent
there is any estate realized.


* BOOK REVIEW: Risk, Uncertainty and Profit
-------------------------------------------
Author:  Frank H. Knight
Publisher:  Beard Books
Softcover:  381 pages
List Price:  $34.95
Review by Gail Owens Hoelscher

Order your personal copy today at
http://www.amazon.com/exec/obidos/ASIN/1587981262/internetbankrupt

The tenets Frank H. Knight sets out in this, his first book,
have become an integral part of modern economic theory. Still
readable today, it was included as a classic in the 1998 Forbes
reading list. The book grew out of Knight's 1917 Cornell
University doctoral thesis, which took second prize in an essay
contest that year sponsored by Hart, Schaffner and Marx. In it,
he examined the relationship between knowledge on the part of
entrepreneurs and changes in the economy. He, quite famously,
distinguished between two types of change, risk and uncertainty,
defining risk as randomness with knowable probabilities and
uncertainty as randomness with unknowable probabilities. Risk,
he said, arises from repeated changes for which probabilities
can be calculated and insured against, such as the risk of fire.
Uncertainty arises from unpredictable changes in an economy,
such as resources, preferences, and knowledge, changes that
cannot be insured against. Uncertainty, he said "is one of the
fundamental facts of life."

One of the larger issues of Knight's time was how the
entrepreneur, the central figure in a free enterprise system,
earns profits in the face of competition. It was thought that
competition would reduce profits to zero across a sector because
any profits would attract more entrepreneurs into the sector and
increase supply, which would drive prices down, resulting in
competitive equilibrium and zero profit.

Knight argued that uncertainty itself may allow some
entrepreneurs to earn profits despite this equilibrium.
Entrepreneurs, he said, are forced to guess at their expected
total receipts. They cannot foresee the number of products they
will sell because of the unpredictability of consumer
preferences. Still, they must purchase product inputs, so they
base these purchases on the number of products they guess they
will sell. Finally, they have to guess the price at which their
products will sell. These factors are all uncertain and
impossible to know. Profits are earned when uncertainty yields
higher total receipts than forecasted total receipts. Thus,
Knight postulated, profits are merely due to luck. Such
entrepreneurs who "get lucky" will try to reproduce their
success, but will be unable to because their luck will
eventually turn.

At the time, some theorists were saying that when this luck runs
out, entrepreneurs will then rely on and substitute improved
decision making and management for their original
entrepreneurship, and the profits will return. Knight saw
entrepreneurs as poor managers, however, who will in time fail
against new and lucky entrepreneurs. He concluded that economic
change is a result of this constant interplay between new
entrepreneurial action and existing businesses hedging against
uncertainty by improving their internal organization.

Frank H. Knight has been called "among the most broad-ranging
and influential economists of the twentieth century" and "one of
the most eclectic economists and perhaps the deepest thinker and
scholar American economics has produced." He stands among the
giants of American economists that include Schumpeter and Viner.
His students included Nobel Laureates Milton Friedman, George
Stigler and James Buchanan, as well as Paul Samuelson. At the
University of Chicago, Knight specialized in the history of
economic thought. He revolutionized the economics department
there, becoming one the leaders of what has become known as the
Chicago School of Economics. Under his tutelage and guidance,
the University of Chicago became the bulwark against the more
interventionist and anti-market approaches followed elsewhere in
American economic thought. He died in 1972.

                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***