TCR_Public/031103.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, November 3, 2003, Vol. 7, No. 217   

                          Headlines

ADVANCED COMMS: Improves Financials, Bringing Debt Cut to $1.4MM
AEROGEN INC: Shareholders Approve Debenture and Warrant Issuance
AFC ENTERPRISES: Lenders Extend Filing Timeframe Until Dec. 15
AIR CANADA: Seeks Court Nod for AMEX Affinity Card Agreements
AMERCO: Committee Turns to Keen & CBRE for Real Estate Advice

AQUILA INC: Will Host Third-Quarter Conference Call on Nov. 6
ARMSTRONG: Judge Newsome Approves Retiree SSOP & DOL Settlement
ARVINMERITOR: Extends Tender Offer for Dana Until Dec. 1, 2003
BELL CANADA: Q3 2003 Results Reflect Activities as Holding Co.
BIO-RAD LABORATORIES: Completes Exchange Offer for 7.50% Notes

BOB'S STORES: Employs Cain Hibbard as Special Corporate Counsel
CHESAPEAKE ENERGY: Reports Strong Results for Third-Quarter 2003
CINCINNATI BELL: S&P Ups Credit & Unsecured Debt Ratings to B+
CONSECO FIN.: Bankruptcy Court Disallows & Expunges 262 Claims
CONSECO INC: Zurich Moves for Administrative Claim Allowance

COVANTA: Wants Lease Decision Period Extended Until Confirmation
COVANTA: Covanta Tampa's Case Summary & 20 Unsecured Creditors
CWMBS INC: Fitch Takes Rating Actions on Series 2003-41 Notes
DAISYTEK: Court Orders $9MM Payment to Group of 10 Bank Lenders
DANA CORP: Comments on Third ArvinMeritor Tender Offer Extension

DOANE PET CARE: Third-Quarter 2003 Net Loss Reaches $10 Million
ECHO SPRINGS: CCAA Stay Continues Until November 14
ELAN CAPITAL: S&P Assigns Junk Rating to $250MM Sr Unsec. Notes
ENRON: Obtains Clearance for Contribution & Separation Pact
EPIC RESORTS: Completes Sale of Assets to Sunterra Corporation

FEDERALPHA: Turns to Kugman Associates for Financial Advice
FIRST HORIZON: Fitch Assigns Low-B Ratings to Classes B-4 & B-5
GENUITY INC: Secures Court Approval for Citibank Stipulation
GEORGETOWN STEEL: Seeks OK to Tap McNair as Bankruptcy Counsel
GLOBAL CROSSING: Seeks to Expand E&Y's Employment Scope

GRUPO IUSACELL: Seeking Waiver of Defaults Under Credit Pact
HERCULES INC: Third-Quarter Results Enter Positive Territory
HOMECOM COMMS: Recurring Losses Raise Going Concern Doubts  
IMAGIS TECH: Annual Shareholders' Meeting Set for November 21
INSIGHT MIDWEST: S&P Revises Low-B Ratings Outlook to Negative

INTRAWEST CORP: Closes Offer to Purchase 9.75% Senior Notes
IRON AGE: Commences Exchange Offer of Sen. Notes for Securities
IRON AGE: Proposed Debt Restructuring Prompts S&P to Junk Rating
J.A. JONES: Turner Construction Acquires Tompkins Builders Unit
LIN TV: Reports Slight Results Improvement for 3rd-Quarter 2003

MADISON RIVER: Red Ink Continued to Flow in Third Quarter 2003
MAGELLAN HEALTH: Court Approves R2 Settlement Agreement
MIDWAY AIRLINES: ALPA Unit Disappointed by Move to Convert Case
MIDWAY AIRLINES: US Airways Issues Statement on Chapter 7 Filing
MIDWAY AIRLINES: US Airways Accommodates Midway Passengers

MIRANT CORP: Proposed Miscellaneous Asset Sale Protocol Approved
NOMURA CBO: Low-B Rating on Class A-2 Notes Placed on Watch Neg.
NORSKECANADA: Third-Quarter 2003 Net Loss Widens to $28 Million
NORTHWEST AIRLINES: S&P Rates New $551.8M P-T Certificates at B-
NORTHWEST AIRLINES: Commences Exchange Offer for Unsecured Notes

NORTHWEST AIRLINES: Prices $225 Million of Conv. Senior Notes
NORTHWESTERN CORP: Selling Expanets Unit to Avaya for $152 Mill.
NRG ENERGY: Secures Open-Ended Lease Decision Period Extension
NUTRAQUEST: Sterns & Weinroth Retained as Bankruptcy Counsel
NUWAY MEDICAL: Reaches Debt Conversion Pact with New Millennium

OFFSHORE LOGISTICS: Initiates Restructuring of U.K. Operations
OWENS CORNING: Creditors Clamor for Independent Chapter 11 Trustee
OWENS CORNING: Objects to $22 Million Price Management Claim
PG&E: USGen Asks Plan Filing Exclusivity be Extended to March 4
P-COM INC: Sept. 30 Balance Sheet Insolvency Widens to $20 Mill.

PAC-WEST: Commences Cash Tender Offer of Series B 13.5% Notes
PENN TRAFFIC: Wants OK to Close Additional 25 Stores by Mid-Dec.
PERLE SYSTEMS: Converts All of Its Long Term Debt to Equity
PLAINS ALL AMERICAN: S&P Places BB+ Sr Unsec. Rating on Watch Pos.
POLAROID CORP: Wants Eight Lease Rejection Claims Reduced

PRIDE INT'L: Third-Quarter 2003 Results Enter Positive Territory
PRIME RETAIL: Shareholders' Meeting Adjourned Until Tomorrow
QUANTA SERVICES: S&P Assigns Lower-B Level Corp. Credit Rating
QUEBECOR MEDIA: Third-Quarter 2003 Results Reflect Strong Growth
RADIO UNICA: Files Chapter 11 Petition & Bondholder-Backed Plan

RADIO UNICA COMMS: Case Summary & 30 Largest Unsecured Creditors
RAILAMERICA INC: Sept. 30 Working Capital Deficit Tops $11 Mill.
REUNION IND.: Brings-In Mahoney Cohen as New Independent Auditor
ROUGE INDUSTRIES: Retains Clifford Chance as Special Counsel
SAFETY-KLEEN CORP: Court Okays Myers, et al., Settlement Pact

SECURITY CAPITAL: Possible Dreams Unit Files for Chap. 11 Relief
SK GLOBAL: Togut Segal Seeking Approval for Interim Compensation
SR TELECOM: Third-Quarter 2003 Net Loss Balloons to $19 Million
ST. MARYS CEMENT: Market Share Concerns Spur S&P's Low-B Ratings
STARWOOD: Launching Tender Offer for Westin Hotels This Week

TOBACCO ROW: Asks OK to Tap LeClair Ryan as Bankruptcy Attorneys
TRITON PCS: September 30 Net Capital Deficit Narrows to $187MM
TRI-UNION DEVELOPMENT: UST to Meet with Creditors on November 24
UNITED AIRLINES: Reports $367 Million in Net Loss for Q3 2003
UNITED SURGICAL: Credit Rating Up to BB- over Strong Performance

US AIRWAYS: Proposes Stipulation Reducing Barclays Bank Claim
US UNWIRED: Lenders Revise Loan Covenants & Approve Asset Sales
WALTER IND.: Selling JW Aluminum Unit to Wellspring for $125MM
WEIRTON STEEL: Seeks Approval for Proposed Disclosure Statement
WHEELING-PITTSBURGH: Laid-Off Employees Demand Payment of Claim

WOLVERINE TUBE: S&P Keeps Neg. Outlook on Low-B Level Ratings
WORLDCOM INC: Judge Gonzalez Confirms Debtors' Chapter 11 Plan
WORLDCOM INC: Signs-Up Deloitte for Consulting Services
WORLD HEART: SEC Declares Registration Statement Effective

* BOND PRICING: For the week of November 3 - 7, 2003

                          *********

ADVANCED COMMS: Improves Financials, Bringing Debt Cut to $1.4MM
----------------------------------------------------------------
Advanced Communications Technologies, Inc. (OTCBB:ADVC) said that
in furtherance of its plan to restructure liabilities and put the
Company in a position to move forward profitably, it has reduced
its outstanding debt by $575,000 through a combination of
bondholder conversions, debt forgiveness and settlements with
accounts payable creditors, bringing the Company's total debt
reduction to $1.4 million since September.

The recent $575,000 debt reduction, which has generated income of
$200,000 to the Company, includes $66,000 of accrued interest that
certain bondholders agreed to discharge, $80,000 forgiven by
Company officers and directors for past services rendered, and
$95,000 from debt settlements with accounts payable creditors. In
addition and lending further support, the Board of Directors has
agreed to waive its fiscal 2003 director's fees.

"We are significantly improving the Company's financial condition
by reducing our debt and cleaning up our balance sheet," said
Wayne I. Danson, ACT's President and CFO. Danson continued, "We
are working hard and are pleased with the progress made in
settling our debts, which is part of our restructuring plan to
turn the company into a profitable business enterprise."

The Company has earned $375,000 of debt discharge income during
its current fiscal year and anticipates resolving the majority of
its remaining debt obligations by the end of the 2003 calendar
year. All favorable changes to ACT's balance sheet will be
reflected in the Company's second quarter interim financial
statements.

Advanced Communications Technologies Inc., owns the exclusive
marketing and distribution rights throughout the North and South
American markets to SpectruCell, a software-defined radio multiple
protocol wireless system that is currently under development,
consisting of hardware and software that enables network providers
to install a single base station and configure it to any or all
protocols. At June 30, 2003, the Company's balance sheet shows a
total shareholders' equity deficit of about $6 million.


AEROGEN INC: Shareholders Approve Debenture and Warrant Issuance
----------------------------------------------------------------
Aerogen, Inc. (Nasdaq: AEGN) announced the summary voting results
of its special meeting of stockholders, held Thursday last week.

At the meeting, stockholders overwhelmingly approved the issuance
of a convertible debenture, and warrant to purchase common stock,
to SF Capital Partners, Ltd.; Aerogen expects the issuance to
close within the next few days.  Stockholders also approved
Thursday a reverse stock split such that no fewer than four, but
no greater than eight shares of the Company's common stock
currently outstanding would be combined into one share of the
Company's Common Stock.  

Following the meeting of stockholders, Aerogen's Board of
Directors met and authorized a five-for-one reverse split of
Aerogen's Common Stock.  The split became effective at 5:00 pm
(EST) October 31, 2003 and the Common Stock is expected to trade
on a post-split basis beginning today, November 3, 2003.  

In accordance with Nasdaq rules, Aerogen's ticker symbol will be
temporarily changed to "AEGND" to denote that a split has
occurred.  The stockholders reelected Jean-Jacques Bienaime,
Yehuda Ivri and Bernard Collins as directors, each for another
three-year term, and ratified PricewaterhouseCoopers LLP as the
Company's independent auditors.

Aerogen, a specialty pharmaceutical company, develops inhaler and
nebulizer products based on its OnQ(TM) Aerosol Generator
technology to improve the treatment of respiratory disorders.
Aerogen also has development collaborations with pharmaceutical
and biotechnology companies for delivery of novel compounds that
treat respiratory and other disorders.  Aerogen currently markets
products that include the Aeroneb(R) Professional Nebulizer
System, for use in the hospital, and the Aeroneb(R) Portable
Nebulizer System, for home use.  Aerogen's first drug product 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 and in test marketing.  Aerogen is headquartered in
Mountain View, California, with a campus in Galway, Ireland.  For
more information, visit http://www.aerogen.com

                           *   *   *

           Liquidity and Going Concern Uncertainty

Aerogen, Inc.'s June 30, 2003 balance sheet shows an accumulated
deficit of about $100 million that eroded its total shareholders'
equity to about $8 million from about $16 million recorded six
months ago.

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

"The Company's recurring net losses from operations and negative
cash flows from operations, in light of the Company's current
liquidity and capital resources, raise substantial doubt regarding
the Company's ability to continue as a going concern for a
reasonable period of time.  Since inception, we have financed our
operations primarily through equity financings, product revenues,
research and development revenues, and the interest earned on
related proceeds.  The process of developing our products will
continue to require significant research and development, clinical
trials and regulatory approvals. These activities, together with
manufacturing, selling, general and administrative expenses, are
expected to result in substantial operating losses for the next
several years.

"[The Company's] condensed consolidated financial statements
contemplate the realization of assets and the satisfaction of
liabilities in the normal course of business. The continued
operation of the Company is dependent on our ability to obtain
adequate funding and eventually establish profitable operations.
As of March 31, 2003, we had $4.5 million in cash and cash
equivalents. During the first three months of 2003, our
expenditures have been approximately $1.6 million per month. We
need to raise additional funds through public or private
financings, collaborative relationships or other arrangements by
early June 2003 in order to continue as a going concern. We cannot
be certain that such additional funding will be available on terms
attractive to us, or at all. Furthermore, additional equity or
debt financing may involve substantial dilution to our existing
stockholders, restrictive covenants or high interest rates.
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 will also explore other potential options,
such as a merger or sale.  If our efforts are unsuccessful, the
Company will have to significantly curtail operations even
further, or cease operations altogether and explore liquidation
alternatives."


AFC ENTERPRISES: Lenders Extend Filing Timeframe Until Dec. 15
--------------------------------------------------------------
AFC Enterprises, Inc. (Pink Sheets: AFCE), the franchisor and
operator of Popeyes(R) Chicken & Biscuits, Church's Chicken(TM),
Cinnabon(R) and the franchisor of Seattle's Best Coffee(R) in
Hawaii, on military bases and internationally, announced that the
lenders participating in its credit facility have agreed to an
amendment which allows the Company until December 15, 2003, for
the filing of its Annual Report on Form 10-K.

The amendment also extends the filing timeframe requirement for
its quarterly reports on Form 10-Q for each of the first three
quarters of 2003 until February 28, 2004. Under the terms of the
amendment, AFC will prepay up to $32 million of its term loans,
representing approximately 50 percent of the total remaining
estimated net proceeds from the sale of certain operations of
Seattle Coffee Company on July 14, 2003, which were placed in a
cash collateral account under the terms of a previous amendment.  
The Company's revolving line of credit will also, temporarily, be
reduced to $65 million, from $75 million, until it files and
delivers all of the required financial statements and demonstrates
a total leverage ratio of not greater than 2 to 1, at which time
its revolving line of credit limit will return to its original
amount.

The Company continues to work diligently to complete the
restatements and audit of its financial statements for 2002, 2001
and 2000 and to file its 2002 Form 10-K, as well as its quarterly
reports on Form 10-Q for the first three quarters of 2003, as soon
as possible.

In addition, AFC announced that its third quarter 2003 business
review would be released after the market close on Tuesday,
November 4, 2003.  The Company will host a conference call with
the investment community on Wednesday, November 5, 2003, at 9:00
A.M. ET to discuss its third quarter 2003 operational results.  
The third quarter 2003 business review will focus on AFC's key
performance drivers in the third quarter 2003, in addition to an
overall update on the business.

A live listen-only webcast of the conference call will be
available on the AFC Web site at http://www.afce.com.  A replay  
of the conference call and the question/answer session will be
available at the Company's Web site or through a dial-in number,
for 90 days following the call.

AFC Enterprises, Inc. is the franchisor and operator of 4,015
restaurants, bakeries and cafes as of September 7, 2003, in the
United States, Puerto Rico and 35 foreign countries under the
brand names Popeyes(R) Chicken & Biscuits, Church's Chicken(TM)
and Cinnabon(R), and the franchisor of Seattle's Best Coffee(R) in
Hawaii, on military bases and internationally. AFC's primary
objective is to be the world's Franchisor of Choice(R) by offering
investment opportunities in highly recognizable brands and
exceptional franchisee support systems and services. AFC
Enterprises had system-wide sales of approximately $2.7 billion in
2002 and can be found on the World Wide Web at http://www.afce.com

                             *    *    *

               Credit Facility and Current Ratings

The Company's outstanding debt under its credit facility
agreement, net of investments, at the end of Period 9 of 2003 was
approximately $125 million, down from approximately $218 million
at the end of 2002 as a result of cash generated from ongoing
operations and the sale of its Seattle Coffee Company subsidiary.
On August 25, 2003, Standard & Poor's Ratings Services raised the
Company's senior secured bank loan ratings to 'B' from 'CCC+' and
on August 28, 2003, Moody's Investor Service lowered the Company's
secured credit facility rating from Ba2 to B1.


AIR CANADA: Seeks Court Nod for AMEX Affinity Card Agreements
-------------------------------------------------------------
On June 2, 2003 Air Canada and its wholly owned subsidiary,
Aeroplan Limited Partnership/Societe en Commandite Aeroplan
entered into a letter of intent with Amex Bank of Canada, which
provides for:

   -- the creation and issuance of co-branded consumer and
      corporate charge card products that will operate on the
      American Express card services network; and

   -- the participation by Aeroplan and Air Canada in the
      American Express Canadian and International Membership
      Rewards points programs.

This relationship will allow Amex to purchase Aeroplan points and
offer them to their customers in connection with the use of such
financial products offered by Amex.

The identification of Amex as a potential partner in the Aeroplan
Miles loyalty rewards program resulted from a bidding process
established by the CCAA Court in May 1, 2003 for the purpose of
identifying whether additional substantial economic value could
be derived by Air Canada by securing a new Affinity Credit Card
Partner.  Air Canada amended its CND Aerogold agreement with
Canadian Imperial Bank of Commerce to permit Amex -- along with
CIBC -- to offer payment cards that offer loyalty or reward
currency of Aeroplan on merchandise charges.  On May 14, 2003,
the CCAA Court approved the New Aerogold Agreement with CIBC.  
Since then, Air Canada and Aeroplan have been negotiating with
Amex to finalize the Amex Agreements.

The key provisions of the Amex/Aeroplan Affinity Card Agreements
include:

Term of Contract:       In excess of five years from the
                        Effective Date of the contract with a
                        single, automatic renewal term, subject
                        to a prior notice of intent to terminate
                        by any party to the agreement within
                        stipulated time periods.

Product Constructs:     Amex has the right to issue Consumer,
                        Small Business and Corporate co-branded
                        Aeroplan charge cards, with a minimum
                        issuance by Amex of one consumer product
                        and one corporate card product.  Amex has
                        certain rights to launch new products and
                        enhance and innovate existing products.

                        Air Canada and Aeroplan will partner with
                        the Amex Membership Rewards points
                        program in Canada and the United States
                        and have the opportunity to participate
                        as partners of the International
                        Membership Rewards points program.  The
                        Membership Rewards points earned on Amex
                        credit cards may be redeemed for Air
                        Canada tickets.

Marketing:              Amex will provide on-going marketing
                        support over the initial term of the
                        contract.  Air Canada and Aeroplan will
                        have access to a range of Amex channels
                        for advertising purposes relating to
                        Aeroplan and airline promotions, subject
                        to, among other things, compliance with
                        legal restrictions.

                        Amex will be provided access to a range
                        of existing and new Air Canada and
                        Aeroplan channels of distribution and
                        communication for purposes of marketing
                        the Amex co-branded charge cards, Amex
                        Membership Rewards program and any other
                        Amex product or service, subject to,
                        among other things, compliance with legal
                        restrictions.

List/Trademark
Protection:             The marks available for use by Amex, or
                        their French language equivalents, are
                        consistent with the restrictions imposed
                        under the New CIBC Aerogold Agreement.

Financial Commitments:  Amex will provide Aeroplan a minimum
                        cumulative revenue guarantee for a
                        specified period of the Amex Agreements.
                        Amex will pay Aeroplan a price per point
                        for each Aeroplan Mile purchased --
                        either as a result of a purchase on an
                        Amex co-branded charge card or as a
                        conversion of a Membership Rewards point
                        -- and other financial compensation that
                        is in compliance with other contracts of
                        Air Canada and Aeroplan.

Exclusivity:            The Amex co-branded card program will be
                        the exclusive card provider issuing Air
                        Canada/Aeroplan affinity co-brand charge
                        card products in Canada, subject to
                        certain permitted exceptions, including
                        arrangements between Air Canada, Aeroplan
                        and CIBC or any credit card company that
                        may replace CIBC and the existing
                        arrangements between Air Canada, Aeroplan
                        and Diners International.

Other Terms:            Aeroplan and Amex will each provide the
                        other 90 days prior notice of a proposed
                        material change to the Aeroplan Reward
                        program or Membership Rewards program.
                        Amex acknowledges and consents to the
                        possible assignment of the Amex
                        Agreements from Air Canada to Aeroplan as
                        part of Air Canada's corporate
                        restructuring.

Murray A. McDonald, President of Ernst & Young Inc., in its
capacity as the Court-appointed monitor of Air Canada, relates
that the New CIBC Aerogold Agreement specifically permits the
conversion of Amex Membership Rewards points earned on Amex Cards
into Aeroplan Miles.  CIBC has advised Air Canada and Aeroplan
that, in its view, the New Aerogold Agreement permits the
conversion of Membership Rewards points earned on Amex charge
cards into Aeroplan Miles; however, precludes the conversion of
points earned on Amex credit cards into Aeroplan Miles.  As the
provisions of the Membership Rewards Agreement allow for the
conversion of Membership Rewards points previously and continuing
to be earned, for a limited period of time, on Amex credit cards
into Aeroplan Miles, such provisions may pose a potential
conflict with those provisions of the New Aerogold Agreement.  

Mr. McDonald informs Mr. Justice Farley that Amex's information
technology systems are currently being modified to permit the
segregation of Membership Rewards points earned on charge and
credit cards to address any potential conflict between the
Membership Rewards Agreement and CIBC Aerogold Agreement.  Amex
advised the Monitor and covenanted to Air Canada and Aeroplan
that the information technology system modifications will be
completed no later than May 1, 2004.

The Amex Affinity Card Agreement is critical to the Applicants'
restructuring and their ongoing business operations.  M. Robert
Peterson, Air Canada Executive Vice President and Chief Financial
Officer, asserts that through the Amex agreements, the Applicants
will create a strong business relationship with a major provider
of charge card services in Canada and generate additional revenue
through the sale of Aeroplan points to Amex.  This will
strengthen the confidence of all stakeholders and Air Canada's
long-term survival.

By this motion, the Applicants ask Mr. Justice Farley to approve
the Co-brand Charge Card Agreement and the Membership Rewards
Agreement.

            Applicants File Amex Agreements Under Seal

The terms of the Amex Agreements are confidential and extremely
sensitive proprietary information of Air Canada, Aeroplan and
Amex.  At the Applicants' behest, Mr. Justice Farley permits the
Amex Agreements to be filed under seal.  The Sealing Order is
effective until it is further dealt with at the hearing today on
the approval of the Amex Agreements. (Air Canada Bankruptcy News,
Issue No. 16; Bankruptcy Creditors' Service, Inc., 609/392-0900)


AMERCO: Committee Turns to Keen & CBRE for Real Estate Advice
-------------------------------------------------------------
Pursuant to Section 327, 330 and 1103 of the Bankruptcy Code and
Rule 2014 of the Federal Rules of Bankruptcy Procedure, the
Official Committee of Unsecured Creditors sought and obtained the
Court's authority to retain Keen Realty LLC and CB Richard Ellis,
Inc., as its real estate advisors, nunc pro tunc to July 24, 2003.  
The retention will be pursuant to the terms of Keen and CBRE's
Engagement Letters.

Keen provides a broad range of services in the bankruptcy and
workout arena, including real estate consulting and workout
services, valuing, marketing and disposing of excess real estate
and leases, and negotiating lease modifications, rental
reductions and lease terminations.  During its 21 years in
business, Keen has performed services for clients, among which
are Fleming, NationsRent, Service Merchandise, Spiegel and
Warnaco.

CBRE is the world's largest provider of commercial real estate
services and provides a broad range of services.  During 2002,
CBRE performed more than 23,000 appraisals, engaged in more than
5,000 sale transactions and more than 22,000 lease transactions.  
In addition, CBRE has served as a real estate consultant in many
complex bankruptcy cases.

In 2002, Keen and CBRE announced a formal affiliation
relationship, thereby:

   (a) offering Keen's clients access to CBRE's global network
       of real estate professionals with specialists in multiple
       real estate disciplines; and

   (b) offering CRBE'S clients access to Keen's bankruptcy and
       workout experience.

Since the affiliation, Keen and CBRE have collaborated on more
than a dozen assignments involving clients both in and out of the
Chapter 11 arena.

In their capacity as the Committee's real estate advisors, Keen
and CBRE will:

   (a) to the extent requested by the Committee, analyze and
       become familiar wit the business, operations, properties,
       real estate condition and prospects of the Company;

   (b) provide valuation services as to the properties and real
       estate involved in these Cases;

   (c) advise the Committee on the current state of the "self-
       storage market"; and

   (d) render other real estate advisory services as may from
       time to time be agreed on by the Committee, Keen & CBRE.

The two Engagement Letters provide that Keen and CBRE -- the
Consultants -- will be compensated, subject to the Court's
approval, in these manner:

A. With respect to property valuation services

   (a) For a desktop review of an existing appraisal, the
       Debtors' estate will pay the Consultants $2,000 per
       Evaluation Property;

   (b) Consultants' invoices submitted to the Bankruptcy Court
       for approval will identify the individual Property
       appraised;

   (c) After the tender of a desktop review of an existing
       appraisal, the Debtors' estate will pay the Consultants
       for any and all consulting or related testimony at the
       prevailing hourly rates;

   (d) The Consultants reserve the right to quote a fee
       structure for any appraisal services other than the
       desktop review of an existing appraisal if the appraisal
       services are requested by the Committee; and

   (e) The Debtors' estate will reimburse the Consultants for
       all reasonable costs and expenses in accordance with
       Engagement Letters.

B. With respect to expert witness and consulting services

   (a) The Consultants will provide the Committee with Property
       consulting services and related expert witness support
       and testimony, as requested.  Those consulting services
       may include, but are not limited to:

       -- evaluating the Debtors' Properties from the
          perspective of identifying which Properties are core
          assets pursuant to the Debtors' business plan versus
          which Properties may be non-core assets;

       -- evaluating the Debtors' Properties from a capital
          markets perspective;

       -- evaluating methodologies and techniques for best
          monetizing the Debtors' core and excess assets; and

       -- evaluating the organizational structure, current
          operating procedures, and informational management
          systems of the Debtors' internal real estate
          department;

   (b) The Committee may, at any time, designate in writing one
       or more Properties for which consulting services are
       required.  Consultants will only provide consulting
       services with respect to those Properties specifically
       designated by the Committee.  The Committee may designate
       further Properties for consulting services, as needed;

   (c) With respect to consulting services and related expert
       witness services, the Debtors' estate will pay the
       Consultant on an hourly basis for its time and actual
       travel at these rates:

       -- With respect to officers and employees of Keen,
          compensation at Keen's then current hourly rate
          schedule currently at:

             President and Chairman          $500
             Executive Vice President         425
             Senior Professionals             350
             Associates                       125
             Paraprofessional support          50

       -- With respect to officers and employees of CBRE,
          compensation at CBRE's then current hourly rate
          schedule:

          Appraisal Group:

             Senior Managing Director        $400
             Vice President                   340
             Analyst                          200
             Researcher                       140

          Consulting/Capital Markets Group:

             Senior Managing Director        $400
             Managing Director                340
             Administrative Support           100

          Self-Storage Group:

             Vice President                  $400
             Associate                        340
             Marketing Analyst                140

          Consulting/Organizational Structure:

             Senior Managing Director        $400
             Managing Director                340
             Administrative Support           100

Keen and CBRE will also be reimbursed of all of their reasonable
out-of-pocket expenses, including, without limitation, all
reasonable travel expenses, duplicating charges, messenger
services, long distance telephone calls and other customary
expenditures incurred in performing the real estate advisory
services. (AMERCO Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


AQUILA INC: Will Host Third-Quarter Conference Call on Nov. 6
-------------------------------------------------------------
Aquila, Inc. (NYSE:ILA) will conduct a conference call and webcast
to discuss 2003 third quarter results and information on its
operations and restructuring, including the company's progress on
asset sales, on November 6 at 9:30 a.m. Eastern Time.

Participants will be Chairman and Chief Executive Officer Richard
C. Green, Chief Operating Officer Keith Stamm and Chief Financial
Officer Rick Dobson.

To access the live webcast, go to Aquila's Web site at
http://www.aquila.comand click on "Investors" to find the webcast  
link. Listeners should allow at least five minutes to register and
access the presentation.

For those unable to access the live broadcast, replays will be
available for two weeks, beginning approximately two hours after
the presentation. Web users can go to the Investors section of the
Aquila website at www.aquila.com and choose "Presentations &
Webcasts." Replay also will be available by telephone through
November 13 at 800-405-2236 in the United States, and at 303-590-
3000 for international callers. Callers will need to enter the
access code 557835 when prompted.

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


ARMSTRONG: Judge Newsome Approves Retiree SSOP & DOL Settlement
---------------------------------------------------------------
The Armstrong World Industries Debtors sought and obtained
approval from Judge Newsome of a settlement agreement with the
Retirement Committee of the Retirement Savings and Stock Ownership
Plan of Armstrong World Industries, Inc., and the United States
Department of Labor, together with an agreement with the Outside
Trustees of the RSSOP under which the Trustees have agreed to
contribute to the DOL Settlement, and an agreement with National
Union Fire Insurance Company of Pittsburgh, PA, under which
National Union has agreed to contribute to the DOL settlement.

Rebecca L. Booth, Esq., at Richards Layton & Finger, in
Wilmington, Delaware, recounts that in June 1989, AWI established
an employee stock ownership plan for the benefit of its employees
when it created the "Share-in-Success" Plan.  In 1989, the ESOP
bought AWI preferred stock using the proceeds of loans totaling
$270,000,000.  AWI guaranteed payment of principal and interest on
these loans.  Since its inception, the ESOP was structured such
that it used elective participant salary deferrals and employer
contributions to fund debt payments made by the ESOP to repay the
ESOP loans, as authorized by the specific terms of the ESOP.

In 1996, AWI merged the Share-in-Success Plan with its retirement
savings plan to form the Retirement Savings and Stock Ownership
Plan. As a result of this merger, a portion of the RSSOP is an
employee stock ownership plan, and a portion is a retirement
savings plan.

In 1995, the IRS issued a Technical Advice Memorandum to an
unknown party other than AWI, which expressly concluded that a
participant's direction of salary reduction contributions as a
source of repayment for an exempt loan is not impermissible.  In
addition, the IRS issued favorable determination letters to the
ESOP in 1991 and 1996, and another to the RSSOP in 1998.  Finally,
the IRS issued a Private Letter Ruling in which the IRS noted that
employee pre-tax contributions were being used to repay the ESOP
loans and concluded that this satisfied the "primary benefit"
rule.  The "primary benefit rule" provides that a loan must be
primarily for the benefit of ESOP participants and beneficiaries.  

                     The DOL Investigation

On January 16, 1996, the DOL sent a letter that it classified as
an "advisory opinion" to the Internal Revenue Service indicating
that it disagreed with a position taken by the IRS in the
Technical Advice Memorandum directed to the Plan and the AWI
Debtors, and requesting that the IRS reconsider its position.  In
the DOL Letter, the DOL expressed its concern that permitting an
employer to use participants' contributions to repay loans:

       (i) relieves the employer of part of its obligation to
           contribute to the employee stock ownership plan, and

      (ii) causes participants to forego other investment  
           opportunities that might prove to be more beneficial
           than the securities purchased by the employer using
           the proceeds of exempt loans.

In the summer of 2001, the DOL selected the RSSOP for a random
audit. Pursuant to the DOL's investigative authority under ERISA,
the DOL subsequently commenced an investigation of the RSSOP in
connection with:

       (1) the use by the RSSOP of elective participant salary
           deferrals to repay the ESOP Loans from January 16,
           1996 -- the date of the DOL Letter -- to June 6, 2000
           -- the date of the last employee pre-tax salary
           deferral used to fund a portion of the ESOP debt --
           in the approximate aggregate amount of $334 million;

       (2) the discharge of fiduciary responsibilities by AWI
           and present and former members of the Retirement  
           Committee with respect to the repayment of the ESOP
           Loans;

       (3) the review and oversight of the Retirement Committee
           by the present and former Board of Directors of AWI;

       (4) the role of the Trustees in connection with the  
           repayment of the ESOP Loans; and

       (5) any potential penalties, fees or assessments.

During the course of the DOL Investigation, the DOL conducted
extensive written discovery, issued subpoenas and deposed and
interviewed many individuals.  Throughout the DOL Investigation,
AWI cooperated with the DOL to address its questions and concerns
and made current and former employees and directors available for
interviews.  In addition, approximately 25 of AWI's current and
former employees, officers and directors agreed to enter into
tolling agreements with the DOL in order to toll the running of
the statute of limitations until the end of 2003 with respect to
any claims the DOL could assert against them in connection with
the DOL Investigation.

The DOL has not filed a proof of claim in AWI's Chapter 11 case.  
Although AWI signed a tolling agreement with the DOL to which AWI
agreed that it would not use the DOL's failure to file a proof of
claim during the period from October 17, 2002 to March 1, 2003 as
a basis for objecting to the claim, AWI expressly reserved its
right to seek to disallow as untimely any DOL claim.

The DOL now indicates that, absent a settlement, it intends to
file a motion seeking authority to file a late proof of claim
against AWI amounting approximately $334 million, and commence
actions against the Trustees and the AWI Fiduciaries to recover
the approximate amount.  The DOL has indicated that it will seek
to circumvent the bar date by arguing that the AWI fiduciaries had
an obligation to file a timely proof of claim against AWI on
behalf of the RSSOP participants and that, therefore, any claim by
the DOL constitutes an administrative expense.

Throughout the DOL Investigation, AWI has denied liability in
connection with the DOL Investigation on behalf of itself or any
of the present or former fiduciaries and the Trustees.  AWI,
together with present and former RSSOP fiduciaries, directors,
affiliated companies, and the Trustees, believes that all
applicable laws and regulations governing the RSSOP have been
fully complied with.

                      The DOL Settlement

AWI and the DOL have been involved in extensive arm's-length
negotiations in an effort to resolve the issues raised in the DOL
Investigation on a consensual basis.  These efforts have
culminated in the DOL Settlement.  The Settlement will dispose of
and resolve any and all disputes that relate to the DOL
Investigation.  The principal terms of the DOL Settlement are:

       * Settlement Proceeds.  AWI has agreed to restore
         $1,500,000 to the ESOP.  The Settlement Proceeds
         will be comprised of a $590,000 cash contribution
         from AWI, a $410,000 cash contribution from the
         Trustees, and a $500,000 cash contribution from
         National Union.  Payment of the Settlement Proceeds to
         the RSSOP is intended to be a "Restorative Payment"
         within the meaning of IR.S. Rev. Rul. 2002-G15.

       * The Settlement Proceeds will be paid by AWI to the ESOP
         by December 12, 2003.  AWI will provide the DOL with  
         documentation evidencing the payment of the Settlement
         Proceeds within 2 days after the payment is made.

       * Allocation of Settlement Proceeds.  The Settlement  
         Proceeds will be allocated to individuals who were
         participants in the RSSOP between October 7, 1996 and
         June 6, 2000 and who made elective salary deferrals
         during the Calculation Period amounting to $250
         or more, in accordance with a distribution formula.
         The allocation will be made on or before February 16,
         2004.

       * Stock Transfer.  By December 12, 2003, the Retirement
         Committee will approve a resolution authorizing the
         transfer of previously unallocated stock in the  
         Company Suspense Account of the ESOP to the accounts
         held by the Eligible Participants on a pro rata basis
         using the same methodology to be applied to the  
         Settlement Proceeds.  AWI will provide the DOL  
         with documentation evidencing the approval of the
         resolution within 2 days after such resolution has  
         been approved.  The Stock Transfer will be made within
         60 days following the later of the Bankruptcy Court  
         approval of the DOL Settlement, and the Effective Date
         of AWI's Fourth Amended Plan of Reorganization.  AWI
         will provide the DOL with documentation evidencing
         the completion of the Stock Transfer within 30 days
         after the Stock Transfer has been completed.

       * Use of Employee Salary Deferrals.  AWI and the  
         Retirement Committee have agreed that, from the date
         of the DOL Settlement forward, they will not use
         employee salary deferrals or follow any RSSOP  
         provision that would require or allow them to use
         employee salary deferrals to repay a loan undertaken by
         the RSSOP when AWI has guaranteed the loan or obligated
         itself to make contributions to pay off the loan.

       * Withdrawal of DOL Limited Objection.  Performance of
         some of the obligations of the DOL Agreement extends
         beyond the currently anticipated Effective Date of the
         Plan.  Accordingly, AWI, the Retirement Committee and
         the DOL have agreed that nothing in the Plan will be
         interpreted so as to release or excuse any  
         non-performance of any of the terms of the DOL
         Agreement.  In consideration of the DOL withdrawing the
         Objection to confirmation of the Plan, AWI, the
         Retirement Committee and the DOL have agreed that if
         either of AWI or the Retirement Committee fail to
         fulfill any of their obligations under the DOL
         Agreement, that Responding Party will not be
         exculpated from liability for that failure under the  
         Plan.  Upon approval of fine DOL Agreement by the  
         Bankruptcy Court, the DOL will withdraw its Objection.

       * Covenant Not to Sue.  The DOL has agreed that it will
         not take any further enforcement action, including
         the commencement or continuation of an investigation
         or the filing of a lawsuit with any federal or state
         court or administrative agency, with respect to the DOL
         Investigation.  Upon the DOL's receipt of notification
         from AWI of AWI's and the Retirement Committee's
         completion of their obligations under the Settlement,
         the DOL will provide AWI with written notification that
         the DOL Investigation is closed.

       * Tolling of Statute of Limitations.  AWI and the  
         Retirement Committee have agreed to toll the running of
         the statute of limitations contained in ERISA with
         respect to any claims relating to the DOL Investigation
         which might be brought by the DOL, pursuant to ERISA.  
         The statute of limitations will remain tolled until
         90 days after the final action required by the
         Settlement has been completed.

                       The Trustee Agreement

The Trustees have agreed to contribute $410,000 to the Settlement
Fund pursuant to the Trustee Agreement.  The Trustee Agreement
provides that the Trustees will make the payment to AWI on or
before December 1, 2003.  The Trustees will not be obligated to
make the Trustee Payment if the DOL Settlement is not executed by
the parties, is not approved by the Bankruptcy Court, or does not
become fully effective.

The Trustee Agreement contains mutual release provisions in which
AWI and the Trustees have agreed to release each of AWI or its
affiliated companies, any present or former fiduciaries of the
RSSOP -- including present or former members of the Retirement
Committee or the Trustees -- or any present or former members of
the Board of Directors of AWI or any affiliated companies or any
of their insurers, from liability on any and all claims relating
to or arising from the DOL Investigation, including claims for
indemnification or contribution arising by law or, under any
contract or agreement between any of the Protected Parties.

                      The Insurer Agreement

National Union also agreed to contribute $500,000 to the
Settlement Fund.  The Insurer Agreement provides that, in exchange
for a release from AWI, Armstrong Holdings, Inc., and the RSSOP of
liability for any and all claims that could have been asserted or
have been asserted against National Union arising out of or in
connection with the DOL Investigation, National Union will make
the Insurance Payment and pay Defense Costs incurred in the
defense and settlement of the DOL Investigation and covered under
the Policy -- subject to a $250,000 deductible set forth in the
Policy -- until all terms of the Settlement Agreement have been
performed fully.

The Insurer Agreement further provides that the Insurer Agreement
constitutes a covenant by each of the Releasing Parties not to sue
any of the other Releasing Parties on any released claims.  
National Union will not be obligated to make the Insurance Payment
if the DOL Settlement is not executed by the parties or if the
Insurer Agreement is not approved by the Bankruptcy Court.  
(Armstrong Bankruptcy News, Issue No. 49; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


ARVINMERITOR: Extends Tender Offer for Dana Until Dec. 1, 2003
--------------------------------------------------------------
ArvinMeritor, Inc. (NYSE: ARM) has extended its $15.00 net per
share offer for all of the outstanding common shares of Dana
Corporation's (NYSE: DCN) common stock until 5:00 p.m. Eastern
Standard Time (EST), on Dec. 1, 2003, unless further extended.  
The offer was previously scheduled to expire at 5:00 p.m. EST, on
Oct. 30, 2003.  At that time, Dana shareowners had tendered and
not withdrawn approximately 2,284,396 shares pursuant to
ArvinMeritor's tender offer.

ArvinMeritor's offer represents a premium of 56 percent over
Dana's closing stock price on June 3, 2003, the last trading day
before ArvinMeritor submitted its first proposal to Dana in
writing, a premium of 39 percent over Dana's average closing stock
price for the 30 trading days before ArvinMeritor publicly
announced its intention to commence a tender offer, and a premium
of 25 percent over Dana's closing stock price on July 7, 2003, the
last trading day before ArvinMeritor publicly announced its
intention to commence a tender offer.

ArvinMeritor, Inc. (S&P, BB+ Corporate Credit & Senior Unsecured
Debt Ratings, Negative) is a premier $7-billion global supplier of
a broad range of integrated systems, modules and components to the
motor vehicle industry.  The company serves light vehicle,
commercial truck, trailer and specialty original equipment
manufacturers and related aftermarkets.  In addition, ArvinMeritor
is a leader in coil coating applications.  The company is
headquartered in Troy, Mich., and employs 32,000 people at more
than 150 manufacturing facilities in 27 countries.  ArvinMeritor
common stock is traded on the New York Stock Exchange under the
ticker symbol ARM.  For more information, visit the company's Web
site at: http://www.arvinmeritor.com


BELL CANADA: Q3 2003 Results Reflect Activities as Holding Co.
--------------------------------------------------------------
As a result of the adoption on July 17, 2002 of BCI's Plan of
Arrangement, BCI's consolidated financial statements for the third
quarter of 2003 reflect only the activities of BCI as a holding
company. BCI's 75.6% interest in Canbras Communications Corp., is
recorded under Investments on the balance sheet at $15 million,
being the lower of its carrying value and estimated net realizable
value. Canbras' operating results are not reflected on BCI's
consolidated statements of earnings.

                     Third Quarter Results

As at September 30, 2003, BCI's shareholders' equity was $209.1
million, down by $4 million from the second quarter of 2003. This
decrease was mainly as a result of interest expense of $4.6
million on the BCI's 11% senior unsecured notes and administrative
expenses of $2.2 million, partially offset by interest income of
$3.0 million.

During the quarter, pursuant to the Axtel transaction announced on
March 27, 2003, BCI received a cash payment of US$ 1.2 million,
representing the second installment on the Axtel short term note.
The remaining balance of the Axtel short term note of $1.6
million, being the equivalent of US$1.2 million, is due on
December 31, 2003 and is recorded as notes receivable on BCI's
balance sheet.

BCI's cash and temporary investments as at September 30, 2003 were
$393 million representing approximately 95% of the company's total
assets.

Total liabilities of $205 million include BCI's 11% senior
unsecured notes due September 2004 in the amount of $160 million.
Accrued liabilities were $17.7 million at the end of the third
quarter of 2003, down $4.6 million from the second quarter of 2003
mainly as a result of the payment of the accrued interest on the
BCI's 11% senior unsecured notes on September 30, 2003.

Total liabilities also include a provision for the Vesper loan
guarantees in the amount of $27.3 million (being the equivalent of
US$20.2 million). On September 23, 2003 BCI reached an agreement
with the Vespers, Vespers majority shareholder QUALCOMM
Incorporated and a syndicate of the Vespers' Brazilian banks,
pursuant to which BCI will pay US$ 12 million in consideration for
the absolute release of the Vesper loan guarantees. This agreement
has been reached in connection with a series of other transactions
involving Qualcomm, the Vespers, the Vespers' Banks, BCI and
Embratel Participacoes S.A.

As required in accordance with BCI's Plan of Arrangement, BCI
sought and obtained on October 7, 2003 the approval of the Ontario
Superior Court of Justice for the payment of US$ 12 million as a
settlement of BCI's Vesper loan guarantees. The settlement
transaction is conditional on, and the payment of the US$ 12
million will be made concurrently with, the closing of the balance
of the Vespers Transactions, which are subject to regulatory
approval in Brazil and certain other contingencies. BCI will only
record the settlement of the Vesper loan guarantees and the
reduction in the provision upon closing of the Vespers
Transactions, which is expected in the fourth quarter of 2003.

Net costs from October 1, 2003 to December 31, 2004 are estimated
at approximately $15.0 million, including interest expense on the
11% senior unsecured notes of approximately $18.4 million,
interest income of approximately $12.0 million and operating costs
of approximately $8.6 million. These future net costs exclude any
amounts that may be required to settle contingent liabilities such
as law suits. These estimates for future net costs are consistent
with the estimates provided at the end of the second quarter of
2003.

The net loss for the third quarter was $4.0 million, or $0.10 per
share.

          Update on Remaining Asset Held for Disposition

On October 8, 2003, Canbras announced that it had entered into
definitive agreements to sell all of its broadband communications
operations in Brazil for $32.6 million of which $22.2 million will
be received in cash and the balance of $10.4 million in the form
of a one-year promissory note bearing interest at 10%. The amount
of the note is subject to reduction in the event indemnification
obligations of Canbras arise under the terms of its agreement with
Horizon Cablevision do Brasil S.A., one of the parties to the sale
transactions. BCI expects to receive its proportionate share of
the net proceeds to be distributed by Canbras, currently estimated
to be approximately $21 million assuming the full repayment of the
one year note.

Canbras' sale transactions are subject to a number of conditions,
including the obtaining of all required regulatory approvals in
Brazil and other third-party approvals. The transactions are also
subject to the approval of the shareholders of Canbras. In
connection with such shareholder approval, BCI, which owns 75.6%
interest in Canbras and controls 76.6% of the outstanding Canbras
shares, has undertaken to enter into a voting agreement with
Horizon pursuant to which BCI will vote all Canbras shares owned
or controlled by it in favor of the Horizon sale transaction,
subject to approval of the Voting Agreement by the Court pursuant
to BCI's Plan of Arrangement. On October 29, 2003, a hearing was
held on this matter but no decision has yet been rendered by the
Court.

The Canbras sale transactions are expected to close during the
first quarter of 2004.

                   Plan of Arrangement Update

The claims identification process established in connection with
BCI's Plan of Arrangement was concluded on August 31, 2003 and
September 30, 2003 for claims from taxation authorities. BCI
announced the initial results of this process on September 2,
2003. The Court appointed monitor under the BCI's Plan of
Arrangement is currently in the process of reviewing all the
claims filed in this process, and expects to file a report with
the Court in November 2003. It is expected that the Court, based
on advice of the Monitor in its report, will make further orders
with respect to the timing, determination and resolution of the
identified claims. Additional details concerning the results of
the claims identification process can be found in notes 1 and 9 of
the accompanying consolidated financial statements.

BCI is operating under a court supervised Plan of Arrangement,
pursuant to which BCI intends to monetize its assets in an orderly
fashion and resolve outstanding claims against it in an
expeditious manner with the ultimate objective of distributing the
net proceeds to its shareholders and dissolving the company. BCI
is listed on the Toronto Stock Exchange under the symbol BI and on
the NASDAQ National Market under the symbol BCICF. Visit
http://www.bci.cafor more information.


BIO-RAD LABORATORIES: Completes Exchange Offer for 7.50% Notes
--------------------------------------------------------------
Bio-Rad Laboratories, Inc. (Amex: BIO; BIO.B), a multinational
manufacturer and distributor of life science research products and
clinical diagnostics, has completed its offer to exchange $225.0
million aggregate principal amount of its 7.50% Senior
Subordinated Notes due 2013 which have been registered under the
Securities Act of 1933, as amended for any and all of its
outstanding 7.50% Senior Subordinated Notes due 2013 which were
issued in a private placement.  All of the $225.0 million
aggregate principal amount of the Private Notes were tendered and
received prior to expiration of the Exchange.

This announcement is not an offer to exchange, or a solicitation
of an offer to exchange, with respect to the Private Notes. The
Exchange Offer was made solely by the prospectus dated October 1,
2003.

Bio-Rad Laboratories, Inc. (S&P, BB+ Corporate Credit Rating,
Stable Outlook) -- http://www.bio-rad.com-- is a multinational  
manufacturer and distributor of life science research products and
clinical diagnostics. It is based in Hercules, California, and
serves more than 70,000 research and industry customers worldwide
through a network of more than 30 wholly owned subsidiary offices.


BOB'S STORES: Employs Cain Hibbard as Special Corporate Counsel
---------------------------------------------------------------
Bob's Stores, Inc., and its debtor-affiliates are employing Cain
Hibbard Myers & Cook PC as Special Corporate Counsel in their
chapter 11 cases.

Cain Hibbard has served as outside counsel to the Debtors for over
three years in relation to a wide range of legal activities,
including general corporate, finance, employment, litigation, and
real estate, matters of all types and has acquired extensive
familiarity with the Debtors' businesses, capital structure and
material contractual agreements. At any given time, Cain Hibbard
is engaged on behalf of the Debtors in approximately 10-12 pending
legal matters.

By separate application, the Debtors are seeking to employ the
firms Goodwin Procter LLP and Pepper Hamilton PC. The matters for
which the Debtors propose to retain Cain Hibbard are separate from
the general bankruptcy representation and reorganization advice to
be provided by Goodwin Procter and Pepper Hamilton. The Debtors
expect that the services of Cain Hibbard, Goodwin Procter, Pepper
Hamilton and any other professionals retained in this case will be
complementary and not duplicative of the others.

Cain Hibbard is specially qualified to assist Goodwin Procter and
Pepper Hamilton, the Debtors' bankruptcy counsel, in dealing
effectively with legal issues and problems that may arise within
the bankruptcy case and to continue advising the Debtors as to
general corporate and business matters. The Debtors believe that
Cain Hibbard is able to represent them in a most efficient and
timely manner.

Cain Hibbard will:

  a) advise and counsel the Debtors in connection with any asset
     sale to The TJX Companies, Inc. or another buyer, or any
     other restructuring, including the evaluation of competing
     offers, the drafting of appropriate corporate and court
     documents with respect thereto, and counseling the Debtors
     in connection with the closing of such transactions;

  b) perform functions typically within the scope of a chief
     legal officer's or general counsel's duties, since the
     Debtors currently do not employ such an officer;

  c) advise and counsel the Debtors with respect to their
     general corporate matters arising in or outside of
     bankruptcy; and

  d) perform the full range of services normally associated with
     the matters set forth above as the Debtors' special
     corporate counsel and which Cain Hibbard is in a position
     to provide.

C. Jeffrey Cook, Esq., a member of the law firm of Cain Hibbard
reports its current hourly rats which ranges from:

          Partners            $215 to $320 per hour
          Associates          $125 to $210 per hour
          Legal Assistants    $95 to $165 per hour

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


CHESAPEAKE ENERGY: Reports Strong Results for Third-Quarter 2003
----------------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) reported its financial
and operating results for the 2003 third quarter.  

For the quarter, Chesapeake generated net income available to
common shareholders of $81.9 million, operating cash flow of
$247.7 million (defined as cash flow from operating activities
before changes in assets and liabilities) and ebitda of $285.3
million (defined as income before income taxes, interest expense,
and depreciation, depletion and amortization expense) on revenue
of $454.5 million.

The company's 2003 third quarter net income available to common
shareholders included a $0.4 million after-tax non-cash unrealized
gain recorded in oil and gas sales resulting from the application
of SFAS 133 to the company's oil and natural gas derivative
contracts that do not qualify for hedge accounting.  In addition,
interest expense included a $1.9 million after-tax non-cash
unrealized loss resulting from the application of SFAS 133 to the
company's interest rate derivative contracts that do not qualify
for hedge accounting.

During the third quarter, Chesapeake produced 71.0 billion cubic
feet of natural gas equivalent (bcfe), which compares favorably to
the 46.7 bcfe produced in the 2002 third quarter and the 67.3
produced in the 2003 second quarter.  The 2003 third quarter's
71.0 bcfe of production was comprised of 63.7 billion cubic feet
of natural gas (bcf) (90% on a natural gas equivalent basis) and
1.2 million barrels of oil and natural gas liquids (mmbo) (10% on
a natural gas equivalent basis).  Chesapeake's average daily
production rate for the quarter was 772 million cubic feet of
natural gas equivalent production (mmcfe), which consisted of 692
mmcf of gas and 13,220 barrels of oil and natural gas liquids.

Oil and natural gas production in the 2003 third quarter increased
52% year-over-year from the 2002 third quarter and 5.4%
sequentially from the 2003 second quarter.  Of the 3.6 bcfe in
sequential production growth during the third quarter, 34% was
internally generated organic drillbit growth.  This 1.2 bcfe of
organic sequential production growth equals a sequential quarterly
organic growth rate of just under 2% and an annualized organic
growth rate of 8%.  The 2003 third quarter was Chesapeake's ninth
consecutive quarter of sequential production growth.  During the
past nine quarters, Chesapeake's production has increased 81%, for
an average sequential quarterly growth rate of 7% and an
annualized growth rate of 30%.

Average prices realized during the 2003 third quarter (including
realized gains or losses from oil and gas derivatives, but
excluding unrealized gains or losses on such derivatives) were
$26.20 per barrel of oil (bo) and $4.92 per thousand cubic feet of
natural gas (mcf), for a realized gas equivalent price of $4.86
per thousand cubic feet of natural gas equivalent (mcfe).  
Chesapeake's realized pricing differentials to NYMEX during the
quarter averaged a negative $2.07 per bo and a negative $0.44 per
mcf. Realized gains or losses from hedging activities generated a
$1.68 loss per bo and a $0.31 gain per mcf.

              Chesapeake Provides Operational Update
          and Announces Agreement to Acquire $200 Million
             of Natural Gas Properties in South Texas

As evidenced by Chesapeake's strong organic production growth
during the quarter, the company's drilling programs continue to
generate exceptional results.  During the quarter, Chesapeake
drilled 100 gross operated (81 net) wells, completing 95% of these
as successful producers.  The company's operated rig count during
the quarter averaged 43 rigs compared to 35 and 28 rigs in the
2003 second and first quarters, respectively.  Today the company's
operated rig count is 43.

In addition to Chesapeake's primary focus area of the Mid-
Continent, the company is also active in two secondary areas:  the
Permian Basin in west Texas and eastern New Mexico and the onshore
Gulf Coast in Texas and Louisiana.  These two areas are currently
responsible for 11% of Chesapeake's production and 8% of the
company's proved reserves.  Although these areas are and will
remain secondary in importance to the company, Chesapeake
periodically finds acquisition candidates that are attractive in
these areas.

The company has recently entered into one such acquisition in
south Texas. Chesapeake has agreed to acquire $200 million of
south Texas natural gas assets from Houston-based privately-owned
Laredo Energy, L.P. and its partners.  In this transaction,
Chesapeake will acquire an internally estimated 196 bcfe of
reserves, of which 108 bcfe are proved and 88 bcfe are probable or
possible.  After allocating $48 million of the $200 million
purchase price to unevaluated leasehold for the probable and
possible reserves and exploratory acreage, Chesapeake's
acquisition cost per mcfe of proved reserves will be $1.41.  
Including future leasehold and drilling costs for fully developing
the proved, probable and possible reserves, Chesapeake estimates
that its all-in acquisition cost for the 196 bcfe to be acquired
will be $1.51 per mcfe.

Current production from the acquired properties is approximately
30 mmcfe per day.  The proved reserves have a reserves-to-
production index of 10 years, are 100% natural gas and are 32%
proved developed.  Initial lease operating expenses on the
acquired properties should average $0.09 per mcfe, compared to
$0.52 per mcfe for Chesapeake during the first three quarters of
2003 and approximately $0.70 per mcfe for the company's peer group
during the first three quarters of 2003.  The company has hedged
100% of the projected Laredo production volumes at average NYMEX
prices of $5.76 per mcf for November and December 2003 and $5.20
per mcf for the full-year 2004.

The Laredo acquisition is scheduled to close on October 31, 2003.  
The company intends to finance the acquisition using cash on hand
and borrowings from its bank credit facility.  Chesapeake expects
to repay these borrowings using its excess cash flow in the months
ahead and has not yet made a decision on whether or how to
permanently finance the Laredo acquisition.

The Laredo properties are located in the Zapata County portion of
the south Texas Lobo Trend.  Over the past two years, Chesapeake
has built a growing operational presence in south Texas where the
company believes its deep drilling, 3-D seismic and tight sands
expertise can provide competitive advantages and attractive
returns on its invested capital.

                        Management Comments

Aubrey K. McClendon, Chesapeake's Chief Executive Officer,
commented, "We are pleased to announce another strong quarter of
operational and financial performance.  The 2003 third quarter
featured delivery of excellent results from the business strategy
set forth below:

     --  establishing strong organic production growth from our
         drilling programs,

     --  completing focused and complementary acquisitions of
         high-margin, geographically concentrated natural gas
         properties,

     --  opportunistically hedging high oil and natural gas
         prices,

     --  continuing balance sheet improvement,

     --  maintaining low operating costs, and

     --  generating high returns on invested capital.

Chesapeake's value-creating financial and operating strategies
should enable the company to continue generating significant
increases in shareholder value in the years ahead."

Chesapeake Energy Corporation (S&P, B+ Senior Unsecured Debt and
CCC+ Convertible Preferred Share Ratings, Positive) is one of the
five largest independent natural gas producers in the U.S.
Headquartered in Oklahoma City, the company's operations are
focused on exploratory and developmental drilling and producing
property acquisitions in the Mid-Continent region of the United
States. The company's Internet address is http://www.chkenergy.com


CINCINNATI BELL: S&P Ups Credit & Unsecured Debt Ratings to B+
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
unsecured debt ratings on incumbent local exchange carrier
Cincinnati Bell Inc. and Cincinnati Bell Telephone Co. The
corporate credit rating was raised to 'B+' from 'B'. The ratings
were removed from CreditWatch, where they were placed in August
2003. The secured debt ratings were affirmed. These ratings were
not previously on CreditWatch.

In addition, Standard & Poor's assigned its 'B-' rating to the
company's proposed $540 million senior subordinated notes due
2014, issued under Rule 144A with registration rights. Proceeds
from these notes will be used to retire about $540 million of 9%
convertible subordinated notes due 2009. Pro forma for this
transaction, total debt was about $2.38 billion at Sept. 30, 2003.

"The upgrade reflects Standard & Poor's increased confidence that
Cincinnati Bell is focused on maintaining strong operations at its
ILEC and wireless businesses, as well as modestly reducing
financial leverage, which was about 4.4 times at Sept. 30, 2003,"
said credit analyst Michael Tsao. "The increased confidence stems
from Standard & Poor's assessment of the company's expertise, as
well as management's commitment to focus on core businesses and
use free cash flows to pay down debt."

Solid execution by the ILEC has, to date, resulted in less line
losses than that of the regional Bell operating companies (RBOCs),
and has allowed it to maintain an EBITDA margin of about 50%. The
wireless business has historically executed solidly, with industry
leading average revenue per user (ARPU; $59, versus an industry
average of about $55) and low monthly churn (1.9%, versus an
industry average of more than 2.2%).

Nonetheless, the rating incorporates expectations of increased
competition. The ILEC, which accounts for about 80% of total
EBITDA and operates in a limited market, could be substantially
pressured by cable telephony should Time Warner Cable Inc. deploy
such service in the Cincinnati market. The wireless business,
which accounts for about 20% of total EBITDA, is expected to face
greater competition with the advent of wireless number
portability. Even after adjusting for increased competition,
Standard & Poor's expects Cincinnati Bell to generate more
than $150 million of annual free cash flows and to gradually
reduce debt.

Cincinnati Bell has adequate liquidity given that it does not have
significant debt maturities until 2008 and is projected to
generate free cash flows. The company had about $33 million of
cash at Sept. 30, 2003. This and about $269 million of revolver
availability provide some cushion against execution risks.
Cincinnati Bell has a degree of headroom under all bank covenants
despite the total leverage, senior secured leverage, and interest
coverage covenants becoming more restrictive annually.


CONSECO FIN.: Bankruptcy Court Disallows & Expunges 262 Claims
--------------------------------------------------------------
Judge Doyle disallows and expunges 262 Claims in the Chapter 11
cases of Conseco Finance Corp. and its debtor-affiliates because:

   -- the Debtors have no liability under the Claims;
   -- the Claims have no supporting documentation;
   -- the Claims have been amended;
   -- the Claims are duplicates; or
   -- the Claims have been settled.

Among the Claims disallowed are American Modern Home Insurance
Company's nine duplicate Claims for $13,229,993 each.  Some of
the other disallowed Claims are:

Claimant                              Claim No.        Amount
--------                              ---------        ------
Shaundria Ashford                     04700-000981  $1,500,000
Anchorage Police & Fire Retirement    04703-000001  26,315,069
Credit Based Asset Servicing          79675-000819   4,357,498
Michelle Dooley                       49676-001337   1,500,000
Tommy Dooley                          49676-001338   1,500,000
David & Sherry Evoy                   49676-001327  10,119,000
Pamela Faniel                         04700-000122   1,000,000
Alan Farmer                           04700-000041  30,000,000
Denise B. Fields                      04707-000119   1,500,000
Gloria Fields                         04707-000118   1,500,000
Steven Hobart                         49675-000850   1,000,000
Sanders Matthews                      49676-001339   2,500,000
Shirley May                           49676-001335   1,500,000
William D. May                        49676-001336   1,500,000
Penn Mutual Life Insurance Co.        49675-002982  10,000,000

The CFC Debtors withdrew their objections with respect to these
Claims:

     Claimant              Claim Number
     --------             -------------              
     21ST Mortgage        04700-000657  
     21ST Mortgage        04701-000016
     21ST Mortgage        04702-000649
     21ST Mortgage        04703-000035
     Vanderbilt Mortgage  49676-001184

(Conseco Bankruptcy News, Issue No. 36; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


CONSECO INC: Zurich Moves for Administrative Claim Allowance
------------------------------------------------------------
Zurich American Insurance Company and Fidelity & Deposit Company
of Maryland ask the Court to allow them an administrative claim
in an unspecified amount under the Reorganized Conseco Inc.
Debtors' estates.

Conseco and Fidelity are parties to a General Indemnity Agreement
dated October 11, 2000, under which Fidelity has issued bonds on
behalf of Conseco and subsidiaries.  Conseco and Zurich are
parties to an Excess Casualty Over Umbrella Occurrence Policy,
EOC 3819776-01.  On December 11, 2001, Fidelity issued a
$1,700,000 surety bond on behalf of a Conseco affiliate, American
Travellers Life Insurance Company.  The surety bond supported a
supersedeas bond posted in an appeal taken in the matter Kathryn
Snider v. American Travellers Life Insurance Company, pending in
Oklahoma, Seminole County, Docket No. 5-CJ-99-19.

Barry D. Bayer, Esq., in Homewood, Illinois, explains that, in a
Court-approved stipulation, Conseco and Zurich agreed that there
were mutual unperformed obligations under the Indemnity Agreement
and the Insurance Policy and that these documents would be
considered executory contracts under Section 365 of the
Bankruptcy Code.  Specifically, Conseco was to assume the
Indemnity Agreement and the Insurance Policy.

Mr. Bayer tells Judge Doyle that the Indemnity Agreement, the
Insurance Policy and the Surety Bond provide coverage for claims
or events.  Zurich is not aware of any claims under the Indemnity
Agreement and the Insurance Policy.  However, if American
Travellers does not succeed in its appeal and fails to make
payment, the Surety Bond may mature and Fidelity will become
obligated for the $1,700,000, plus the potential obligation for
interest or other costs accrued during the appeal.

According to Mr. Bayer, these claims will arise postpetition.  
Therefore, Zurich seeks a determination that the claims are
administrative claims of the Conseco estates.  Zurich seeks
allowance of its claims without setting the allowed
administrative claim amount, as it is not fully ascertainable.  
Also, Mr. Bayer argues that Conseco should set aside a minimum
reserve or other adequate assurance of $1,750,000 for the Zurich
administrative claim.  Any amount will be paid if and when the
Surety Bond matures and payments come due. (Conseco Bankruptcy
News, Issue No. 36; Bankruptcy Creditors' Service, Inc., 609/392-
0900)    


COVANTA: Wants Lease Decision Period Extended Until Confirmation
----------------------------------------------------------------
Pursuant to Section 365(d)(4) of the Bankruptcy Code, the Covanta
Energy Debtors sought and obtained a Court order extending the
time to assume or reject unexpired non-residential real property
leases to and including the date on which the Court confirms a
Chapter 11 Plan of Reorganization or Liquidation in one or more of
the Debtors' cases.  The extension is without prejudice to the
right of any counterparty to an unexpired lease to request that
the extension period pertaining to that lease be shortened.

James L. Bromley, Esq., at Cleary, Gottlieb, Steen & Hamilton in
New York, reminds Judge Blackshear that as of the Petition Date,
the Debtors were parties to 417 unexpired non-residential real
property leases.  Majority of the leases relate to surface and
mineral rights in California -- the Heber Leases -- that enable
the Debtors to produce geothermal fluid from the ground and use
it to generate electricity.  Approximately 24 of the Unexpired
Leases relate to power generation facilities or the land on which
those facilities are located.  The remaining Unexpired Leases
include leases for office and warehouse space.

Mr. Bromley relates that:

   (a) In compliance with Section 365(d)(3), the Debtors intend
       to remain current with respect to all outstanding
       postpetition obligations under the Unexpired Leases as
       they come due;

   (b) The extension satisfies the standard provided in "In re
       Child World, Inc., 146 B.R. 89, 92 (S.D.N.Y. 1992)"
       inasmuch as:

         (1) the negative effects of an extension on the
             counterparties to the Unexpired Leases are minimal;

         (2) the Debtors intend to remain current on the
             postpetition rent obligations under the Unexpired
             Leases; and

         (3) the proposed extension does not adversely affect any
             substantive rights of the Debtors' lessors;

   (c) The Unexpired Leases as a whole are critical assets that
       are integral to the Debtors' reorganization; and

   (d) A reasoned determination as to all Unexpired Leases cannot
       be made before the Plans are confirmed.

Mr. Bromley adds that the extension is necessary in order for the
Geothermal Sale and the related assumption of the Heber Leases
and other unexpired leases to take place.  

"Premature assumption or rejection of the Unexpired Leases,
including the Heber Leases, would harm the Debtors' estates
either by resulting in the loss of one or more leases of real
property that may be essential to the Debtors' reorganization or
by resulting in the Debtors being required to cure prepetition
claims and the elevation of landlord claims to administrative
expense status before an informed decision can be made and a
reorganization ensured," explains Mr. Bromley.  As negotiations
related to the Plans continue, decisions as to whether to assume
or reject particular Unexpired Leases may change.  The extension
would provide the Debtors with the necessary flexibility to make
the changes, if necessary, during Plan negotiations and to and
including the Confirmation Date. (Covanta Bankruptcy News, Issue
No. 39; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


COVANTA: Covanta Tampa's Case Summary & 20 Unsecured Creditors
--------------------------------------------------------------
Debtor: Covanta Tampa Construction, Inc.
        13041 Wyandotte Rd.
        Gibsonton, Florida 33534
  
Bankruptcy Case No.: 03-16781

Type of Business: The Debtor is an affiliate of Covanta Energy
                  Corporation.

Chapter 11 Petition Date: October 29, 2003

Court: Southern District of New York (Manhattan)

Judge: Cornelius Blackshear

Debtors' Counsel: Christine L. Childers, Esq.
                  Vincent E. Lazar, Esq.
                  Jenner & Block, LLC
                  One IBM Plaza
                  Chicago, IL 60611
                  Tel: 312-840-7232
                  Fax: 312-840-7332

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
A&A Coastal                                            Unknown

Allen's Developmental Services                         Unknown

Bay Area Environmental                                 Unknown

Bolt & Nut, Inc.                                       Unknown

The Crom Corporation                                   Unknown

The East Group, P.A.                                   $10,500

Garney Companies, Inc.                                 Unknown

Garney Construction                                    Unknown

Hanson Pipe & Products, Inc.                           Unknown

Hughes Supply, Inc.                                    Unknown

Hydranautics, Inc.                                     Unknown

Keene Brothers, Inc.                                   Unknown

King Engineering Assoc., Inc.                          Unknown

Performance Technical Serv.                            Unknown

Robicon                                                Unknown

Sims Crane & Equipment Co.                             Unknown

Southern Power & Controls                              Unknown

Tampa Bay Desal, LLC                                   Unknown

Tampa Bay Water                                        Unknown

Tampa Electric Co.                                     Unknown


CWMBS INC: Fitch Takes Rating Actions on Series 2003-41 Notes
-------------------------------------------------------------
CWMBS, Inc.'s Mortgage Pass-Through Certificates, CHL Mortgage
Pass-Through Trust 2003-41 classes A-1 through A-6, PO and A-R
(senior certificates, $194,199,862) are rated 'AAA' by Fitch. In
addition, class M ($2,800,000) is rated 'AA', class B-1
($1,200,000) is rated 'A', class B-2 ($700,000) is rated 'BBB',
the privately offered class B-3 ($400,000) is rated 'BB', and the
privately offered class B-4 ($300,000) is rated 'B'.

The 'AAA' rating on the senior certificates reflects the 2.90%
subordination provided by the 1.40% class M, the 0.60% class B-1,
the 0.35% class B-2, the 0.20% privately offered class B-3, the
0.15% privately offered class B-4, and the 0.20% privately offered
class B-5 (not rated by Fitch). Classes M, B-1, B-2, B-3, and B-4
are rated 'AA', 'A', 'BBB', 'BB' and 'B' based on their respective
subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts. In addition, the ratings
also reflect the quality of the underlying mortgage collateral,
strength of the legal and financial structures and the master
servicing capabilities of Countrywide Home Loans Servicing LP
(Countrywide Servicing) - rated 'RPS1' by Fitch, a direct wholly
owned subsidiary of Countrywide Home Loans, Inc. (CHL).

The certificates represent an ownership interest in a pool of
conventional, fully amortizing, 20 to 30-year fixed-rate mortgage
loans, secured by first liens on one-to four- family residential
properties. As of the closing date (October 30, 2003), the
mortgage pool demonstrates an approximate weighted-average loan-
to-value ratio (OLTV) of 69.61%. Approximately 57.73% of the loans
were originated under a reduced documentation program. Cash-out
refinance loans represent 15.91% of the mortgage pool and second
homes 6.16%. The average loan balance is $473,211. The weighted
average FICO credit score is approximately 736. The three states
that represent the largest portion of mortgage loans are
California (50.50%), New York (6.41%) and Florida (5.29%). The
deal is fully funded as of the closing date (October 30, 2003).

Approximately 91.07% and 8.93% of the mortgage loans were
originated under CHL's Standard Underwriting Guidelines and
Expanded Underwriting Guidelines, respectively. Mortgage loans
underwritten pursuant to the Expanded Underwriting Guidelines may
have higher loan-to-value ratios, higher loan amounts, higher
debt-to-income ratios and different documentation requirements
than those associated with the Standard Underwriting Guidelines.
In analyzing the collateral pool, Fitch adjusted its frequency of
foreclosure and loss assumptions to account for the presence of
these attributes.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust. The Bank of New York
will serve as trustee. For federal income tax purposes, an
election will be made to treat the trust fund as a real estate
mortgage investment conduit.


DAISYTEK: Court Orders $9MM Payment to Group of 10 Bank Lenders
---------------------------------------------------------------
Daisytek (DZTKQ.PK), a bankrupt distributor of computer and office
products headquartered in Allen, Texas, has been ordered by a U.S.
Bankruptcy Court to pay a group of 10 lenders more than $9 million
dollars arising out of losses suffered during the course of its
bankruptcy proceedings.

"[Wednes]day's ruling confirmed that Daisytek was obligated to
protect the banks while it attempted to reorganize its
businesses," said Jenkens & Gilchrist shareholder Toby Gerber, who
led the firm's legal team. Funds from Daisytek's sales of foreign
subsidiaries in Canada and Argentina will be used to compensate
the banks.

Daisytek, which once boasted more than $1 billion in annual sales,
filed bankruptcy in Dallas in May. Attempts to reorganize
operations proved unsuccessful and in September virtually all of
Daisytek's remaining operations were either liquidated or sold as
going concerns. The banks, which held liens on the assets and
stocks, had objected to the attempt to reorganize, claiming that
further operations would jeopardize the value of their collateral.
The court held that the banks' concerns were justified and when
the liquidation of the collateral proved insufficient to pay the
banks' $60 million debt, the debtor was obligated to use the
proceeds of foreign subsidiaries to insure a full recovery for the
banks.

"This is a classic example of how bankruptcy law is supposed to
protect secured creditors," said Gerber. The banks' request for
payment had been opposed by Daisytek and the committee, which
represents unsecured creditors. "We do not believe the costs of a
failed reorganization should be shouldered by the banks," Gerber
said, "When Daisytek became insolvent and filed bankruptcy, the
ownership risks shifted from the equity holders to the unsecured
creditors."

Founded in 1951 in Dallas, Jenkens & Gilchrist has over 500
lawyers and offices in 9 strategic business locations: Austin,
Chicago, Dallas, Houston, Los Angeles, New York, Pasadena, San
Antonio and Washington D.C. The firm's clients range from
entrepreneurial companies to Fortune 500 corporations and are
found in a variety of industries.


DANA CORP: Comments on Third ArvinMeritor Tender Offer Extension
----------------------------------------------------------------
Dana Corporation (NYSE: DCN) issued the following statement in
response to the announcement by ArvinMeritor, Inc. (NYSE: ARM)
that it will extend for a third time the expiration of its tender
offer for all outstanding Dana shares.

"On July 22, Dana's Board of Directors rejected ArvinMeritor's
offer after a thorough review and consultation with its legal and
financial advisors," said Bill Carroll, Acting President and Chief
Operating Officer.   "The Board concluded at that time that the
offer was a financially inadequate, high-risk proposal that was
not in the best interests of Dana or its shareholders, and nothing
has changed with respect to the offer since that time.  As
demonstrated by our strong third-quarter earnings, Dana's
restructuring and transformation efforts are producing results and
the Board continues to believe that the company's ongoing strategy
is a better way to enhance value for our shareholders."

Mr. Carroll continued, "In the nearly four months since
ArvinMeritor originally made this unsolicited offer, it still has
not announced that it has the necessary financing for the
transaction.   In addition, the major antitrust challenges that
Dana's Board noted from the start were underscored by the 'second
request' for information issued by the FTC in early September.
Since August, ArvinMeritor has publicly discussed potential
divestitures of the combined company's assets to address these
challenges.  Substantial divestitures would limit the
opportunities for synergies and change the strategic premise for
the transaction that ArvinMeritor originally proposed to
shareholders. For these reasons, among others, investors
understandably continue to question whether this deal makes
sense."

Dana's shareholders, and its customers, suppliers and employees,
are strongly advised to read carefully Dana's
solicitation/recommendation statement regarding ArvinMeritor's
tender offer, because it contains important information.  Free
copies of the solicitation/recommendation statement and the
related amendments, which have been filed by Dana with the
Securities and Exchange Commission, are available at the SEC's web
site at http://www.sec.gov or at the Dana web site at  
http://www.dana.com and also by directing requests to Dana's
Investor Relations Department or Dana's information agent, D.F.
King & Co., Inc., at 1-800-901-0068.

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


DOANE PET CARE: Third-Quarter 2003 Net Loss Reaches $10 Million
---------------------------------------------------------------
Doane Pet Care Company reported results for its third quarter and
nine months ended September 27, 2003 and commented on its outlook
for the remainder of fiscal 2003.

                         Quarterly Results

For the three months ended September 27, 2003, the Company's net
sales increased 12.7% (8.9% excluding the positive impact of the
foreign currency exchange rate) to $243.8 million from $216.3
million recorded in the quarter ended September 28, 2002. The 2003
third quarter sales increase was primarily due to sales volume
growth and the favorable currency exchange rate between the dollar
and the Euro.

The Company reported a net loss of $10.6 million for its 2003
third quarter compared to net income of $2.8 million for the 2002
third quarter. The positive impact on performance from higher
sales volume was more than offset by higher commodity and natural
gas costs.

Net cash provided by operating activities was $19.0 million for
the 2003 third quarter compared to $12.7 million for the 2002
third quarter. This increase was primarily due to a favorable
change in working capital, partially offset by the decline in net
income (loss) as a result of higher commodity and natural gas
costs. The favorable change in working capital was primarily due
to reaching more favorable payment terms with certain customers.

Adjusted EBITDA was $20.2 million in the 2003 third quarter
compared to $28.0 million recorded in the 2002 third quarter
primarily due to higher commodity and natural gas costs.

The Company believes cash flows from operating activities is the
most directly comparable GAAP financial measure to the non-GAAP
Adjusted EBITDA liquidity measure typically reported in its
earnings releases. The calculation of Adjusted EBITDA is explained
below in the section titled "Adjusted EBITDA Supplemental
Information."

Doug Cahill, the Company's President and CEO, said, "We continued
top line growth with our global customers in the third quarter. In
addition, our associates did an excellent job in holding down
discretionary spending and our manufacturing organization
continued to reduce costs through efficiency gains.

"However, significantly higher commodity and natural gas costs
hurt our bottom line. Despite ideal growing conditions through
July, the USDA sharply reduced its U.S. crop production forecast
for soybeans in early September and again in October due to hot
and dry weather conditions during August, a critical period for
soybean production. The USDA now estimates the lowest crop yield
since 1996-1997. This supply crunch, combined with an increase in
export demand from China, has resulted in soybean prices spiking
above the previous five-year high. Although a successful South
American soybean crop year may moderate the impact of the lower
U.S. yield, it is too early in the growing season to estimate
potential South American yields and the impact on world supply.
Moreover, prices for many alternative proteins and other
commodities have also increased significantly. We do, however,
continue to seek measures to moderate the impact of these higher
costs through better management of our resources, including
working capital. As a result of our efforts, we were able to
prepay $15.0 million on our senior credit facility."

                     Year to Date Results

For the nine months ended September 27, 2003, the Company's net
sales increased 15.2% (10.4% excluding the positive impact of the
foreign currency exchange rate) to $738.2 million from $640.7
million recorded in the nine months ended September 28, 2002. The
year to date 2003 sales increase was primarily due to sales volume
growth and the favorable currency exchange rate between the dollar
and the Euro.

The Company reported a net loss of $21.9 million for the first
nine months of 2003 compared to net income of $16.4 million for
the 2002 nine month period. The positive benefit on performance
from higher sales volume in the 2003 nine month period was more
than offset by higher commodity and natural gas costs. The 2003
nine month period also included a non-cash charge of $12.1
million, which consisted of an $11.1 million charge associated
with the Company's debt refinancing completed during the first
quarter of 2003 and a $1.0 million charge associated with the
$15.0 million optional prepayment on the Company's senior credit
facility in the 2003 third quarter. In addition, the year to date
2003 net loss was impacted by SFAS 133 fair value accounting for
the Company's commodity derivative instruments, which resulted in
a $1.6 million reduction in cost of goods sold in the 2003 period
compared to a $13.0 million reduction in cost of goods sold in the
2002 period, or an $11.4 million period-over-period unfavorable
impact on operating results.

Net cash provided by operating activities was $33.7 million for
the first nine months of fiscal 2003 compared to $71.4 million in
the first nine months of 2002. This decrease was primarily due to
the impact of higher commodity and natural gas costs on net income
(loss) and an unfavorable change in working capital. The
unfavorable change in working capital was primarily due to an $8.3
million interest payment in the 2003 period on the sponsor
facility and an unusually favorable change in working capital in
the 2002 period, partially offset by reaching more favorable
payment terms with certain customers in the 2003 third quarter.

Adjusted EBITDA was $65.0 million in the first nine months of 2003
compared to $78.9 million recorded in the first nine months of
2002. Higher sales volume in the 2003 period was more than offset
by higher commodity and natural gas costs, as discussed above.

                           2003 Outlook

The Company said that it remains comfortable with its previously
announced outlook for net sales growth in the range of 11% to 12%
for the full year 2003. However, the Company said that it expects
its commodity costs will be substantially higher than previously
estimated and, as a result, will negatively impact the previously
announced outlook for cash flow from operating activities and
Adjusted EBITDA.

Cahill said, "Although we experienced a solid crop year for corn,
prices for soybean meal and our other major commodities have risen
to five-year highs and are continuing to increase at unprecedented
rates. As a result of this instability, we do not believe it is
possible to forecast a meaningful range of our raw material costs
for the remainder of the year and do not believe further guidance
on cash flow from operating activities or Adjusted EBITDA is
prudent or meaningful in this unpredictable environment."

Cahill further said, "Because of both the higher than expected
commodity costs and the current competitive market place, we have
re-evaluated both our pricing strategy and risk management process
which generally served us well until 2003. As a result, we are
working with our customers to develop a more formalized pricing
mechanism and other alternatives to reduce the impact of volatile
commodity costs."

Doane Pet Care Company (S&P, B Corporate Credit Rating, Stable
Outlook), based in Brentwood, Tennessee, is the largest
manufacturer of private label pet food and the third largest
manufacturer of dry pet food overall in the United States. The
Company sells to over 600 customers around the world and serves
many of the top pet food retailers in the United States, Europe
and Japan. The Company offers its customers a full range of pet
food products for both dogs and cats, including dry, semi-moist,
wet, treats and dog biscuits. For more information about the
Company, including its SEC filings and past press releases, please
visit http://www.doanepetcare.com although nothing contained  
therein shall be deemed to be a part of this press release.


ECHO SPRINGS: CCAA Stay Continues Until November 14
---------------------------------------------------
Echo Springs Water Corp. (TSX Venture: EWC) announced that the
Honourable Justice Ground of the Ontario Superior Court of
Justice, at a hearing held Thursday, granted a further stay of the
Companies' Creditors Arrangement Act proceedings until November
14, 2003.

As reported in previous press releases, Echo Springs filed for
protection under the CCAA on August 18, 2003.  On September 12,
2003, the Corporation was granted an extension of the original
CCAA stay of proceedings until October 17, 2003.

On October 17, 2003, NORTHBROCK CAPITAL INC., DOUGLASS HANSON,
WYNNCHURCH LIMITED and GROUPE LAUREM, the Company's First Secured
Creditor Group, brought a motion before the Court for an order
appointing an interim receiver.  The Court adjourned the hearing
of the Receivership Motion until October 30, 2003 and extended the
CCAA stay of proceedings pending the return of the Receivership
Motion.  The Court again adjourned the hearing of the Receivership
Motion until November 14, 2003 in order to give the Corporation an
opportunity to further consider an offer to sponsor a proposed
plan of arrangement in the context of the CCAA proceedings.

The Corporation also announced today that an agreement has been
reached between ASCENT LTD. and the First Secured Creditor Group
pursuant to which Ascent will purchase the outstanding debt of the
Corporation owed to the First Secured Creditor Group.

Echo Springs Water Corp. bottles, markets and distributes natural
spring water in Canada and the United States under its brands Echo
Springs and Canada's Choice and under private label brands. The
Corporation is a member of the International Bottled Water
Association and the Canadian Bottled Water Association.


ELAN CAPITAL: S&P Assigns Junk Rating to $250MM Sr Unsec. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC' senior
unsecured debt rating to Elan Capital Corp. Ltd.'s $250 million
convertible notes, which are due 2008.

Standard & Poor's also said that it placed its 'CCC+' corporate
credit rating on specialty pharmaceutical company Elan Corp. PLC
and its ratings on Elan Corp.'s subsidiaries on CreditWatch with
positive implications.

Elan Corp. plans to use the proceeds from the debt offering--as
well as from a concurrent equity offering--to retire the roughly
$500 million in outstanding LYONs debt that matures in Dec. 2003.
"These rating actions are in response to the prospect of Elan
Corp. essentially extending the maturities of its debt while
conserving on-hand cash of roughly $1 billion," said Standard &
Poor's credit analyst Arthur Wong. "The cash will be used to fund
R&D and ongoing operations as well as repay $840 million in Elan
Pharmaceutical Investment debt coming due in 2004-2005."

The new notes are guaranteed by parent Elan Corp. and are senior
unsecured. However, the notes are subordinated to the outstanding
$450 million Elan Pharmaceutical Investments II (EPIL II)
subordinated debt that is due in June 28, 2004, as well as the
$390 million in subordinated EPLI III debt maturing on March 15,
2005.

The prospective retirement of the LYONs relieves near-term
financial pressure on Elan. However, the company's operations
continue to generate losses and consume cash at a high rate,
especially as it spends heavily to support its R&D program.
Indeed, Elan might not be profitable until 2005. Moreover, its
most promising product prospect--Antegren, which is being
developed to treat Crohn's disease and multiple sclerosis--is not
expected to reach the market before 2006. Standard & Poor's will
monitor Elan's progress in completing the proposed deal.

Upon completion of the deal, the corporate credit and senior
unsecured debt ratings on Elan Corp. will be raised to 'B-' from
'CCC+'. At that time, Standard & Poor's will also raise the
subordinated debt ratings on Elan's existing subordinated debt to
'CCC' from 'CCC-'.


ENRON: Obtains Clearance for Contribution & Separation Pact
-----------------------------------------------------------
Enron Corporation, Enron Transportation Services Company and
Enron Operations Services Corporation sought and obtained
Bankruptcy Court authorization and approval of:

   (a) the execution, delivery and performance of the
       Contribution and Separation Agreement, dated as of June
       24, 2003, by and among Enron, ETSC, EOSC, Enron
       Operations LP and CrossCountry Energy Corporation,
       including, but not limited to, the annexed exhibits:

       -- the Cross License Agreement by and between Enron,
          Northern Border Intermediate Limited Partnership,
          Transwestern Pipeline Company, Florida Gas
          Transmission Company, Northern Border Pipeline
          Company, EOSC and Northern Plains Natural Gas Company;

       -- the Tax Allocation Agreement, to be effective for all
          open tax years, including 2003, by and among Enron,
          CrossCountry, Northern Plains, Pan Border Gas Company,
          NBP Services Corporation, Transwestern Holding
          Company, Inc., Transwestern and CGNN Holding Company,
          Inc.;

       -- the Transition Services Agreement by and between Enron
          and CrossCountry; and

       -- the Ardmore Agreement by and between Enron and
          CrossCountry; and

   (b) the consummation of the contemplated transactions, free
       and clear of liens, claims, encumbrances, rights of
       setoff, netting, recoupment and deduction.

Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that commencing August 2002, Enron initiated and
administered an extensive due diligence and auction process for
12 of its core domestic and international assets, including major
pipeline assets, owned through these three entities:

   (1) Citrus Corporation,
   (2) THC, and
   (3) Northern Plains.

In March 2003, upon conclusion of the marketing process for the
Pipeline Assets, Enron's management and its Board of Directors,
considered the potential negative impact on the sale value of the
THC from the sale of Enron's equity interest in THC arising from
Transwestern's involvement with Enron's indirect interest in
Transportadora de Gas del Sur S.A., a natural gas pipeline
company in Argentina.  After consultation with the Creditors'
Committee, Enron and its Board of Directors determined that the
creation of a new pipeline company to hold the Pipeline Assets
would maximize the value available for the ultimate distribution
to the Debtors' creditors.

Accordingly, on May 22, 2003, Enron formed CrossCountry as the
intended holding company to hold Citrus, THC, Northern Plans and
the Shared Services Assets owned by ETSC and EOSC, and the two
service companies -- NBP Services and CGNN -- that provide
services to support the Pipeline Assets' operations.

The Shared Services Assets include:

   -- the real property and associated assets located at the
      Ardmore Data Center located in Houston, Texas;

   -- the equipment, software licenses and associated
      maintenance-related services purchased by ETSC pursuant
      to a Customer Agreement between ETSC and Hitachi Data
      Systems Corporation; and

   -- phone switch equipment, servers and appurtenant equipment
      located at Ardmore.

As part of the incorporation and to form CrossCountry prior to
executing the Agreement, Enron subscribed for and purchased six
shares of CrossCountry Class A common stock, par value of $0.01
per share, for $100 per share, ETSC and EOLP each subscribed for
and purchased two shares of CrossCountry Class B common stock,
par value of $0.01 per share, for $100 per share, and EOSC
subscribed for and purchased one share of CrossCountry Class B
common stock, par value $0.01 per share, for $100 per share.  No
shares of preferred stock of CrossCountry are currently
authorized.  

CrossCountry's Board of Directors is currently comprised of two
directors who also serve on Enron's Board of Directors.  It is
anticipated that CrossCountry's Board of Directors will be
supplemented with three additional independent directors.

The Principal terms of the Transaction Documents are:

A. Contribution and Separation Agreement

   (a) Contribution of Equity Interests.  At the Closing:

         (i) Enron will contribute the Citrus Equity Interest
             and the Northern Plains Equity Interest,

        (ii) ETSC will contribute the THC Equity Interest, the
             CGNN Equity Interest, and the Voting Trust
             Certificate, and

       (iii) EOLP will contribute the NBP Services Equity
             Interest, to CrossCountry;

   (b) Additional Contributions.  Prior to Closing, Enron will
       convey, or will cause to be conveyed, its right in the
       Alaskan Northwest Natural Gas Transportation Company
       General Partnership to Northern Plains or its successors
       and assigns.  At the Closing, ETSC and EOSC will
       contribute, convey and deliver to CrossCountry, or any
       subsidiary of CrossCountry designated by CrossCountry,
       the Shared Services Assets set forth on Schedule 5.12 to
       the Agreement;

   (c) Issuance of CrossCountry Shares.  In exchange for the
       contribution of their respective Equity Interests and
       Shared Services Assets and based on an approximate
       valuation of $250,000 for each share of Class A and
       Class B Common Stock, CrossCountry will issue:

         (i) To Enron: 2,400 Class A Shares in exchange for the
             Citrus Equity Interest and 644 Class A Shares in
             exchange for the Northern Plains Equity Interest,
             valued at $600,000,000 and $161,000,000,
             respectively;

        (ii) To ETSC: 2,182 Class B Shares in exchange for the
             THC Equity Interest and the Voting Trust
             Certificate, 32 Class B Shares in exchange for the
             CGNN Equity Interest, and seven Class B Shares in
             exchange for ETSC's Shared Services Assets, valued
             at $545,500,000, $8,000,000 and $1,750,000,
             respectively; provided, however, that, if the
             distribution or other transfer of 100% of the
             capital stock of ETSC and NBP Services to Enron or
             a wholly owned Subsidiary of Enron, pursuant to a
             dissolution, liquidation or otherwise -- a
             Conversion Event -- occurs prior to the Closing,
             ETSC will receive 2,182 Class A Shares in exchange
             for the THC Equity Interest and the Voting Trust
             Certificate, 32 Class A Shares in exchange for the
             CGNN Equity Interest and seven Class A Shares in
             exchange for the Shared Services Assets;

       (iii) To EOLP: One Class B Share in exchange for the NBP
             Services Equity Interest, valued at $250,000;
             provided, however, that, if a Conversion Event
             occurs prior to Closing, EOLP will receive one
             Class A Share in exchange for the interest; and

        (iv) To EOSC: Nine Class B Shares in exchange for EOSC's
             Shared Services Assets, valued at $2,250,000;
             provided, however, that, if a Conversion Event
             occurs prior to Closing, EOSC will receive nine
             Class A Shares in exchange for EOSC's Shared
             Services Assets;

   (d) Termination.  Enron has the discretion, subject to the
       consent of the Creditors' Committee, which consent will
       not be unreasonably withheld, to proceed with the
       transactions and determine the timing of the Closing
       contemplated by and pursuant to the Agreement.  Enron may
       terminate the Agreement at any time prior to the Closing
       Date, subject to the consent of the Creditors' Committee
       without the approval of CrossCountry, ETSC, EOSC or EOLP.
       ETSC may terminate the Agreement if a Pipeline Group
       Company Material Adverse Effect occurs prior to Closing
       and, as a result thereof, ETSC's board of directors ETSC
       determines in good faith that the exercise of its
       fiduciary duties requires that ETSC terminate the
       Agreement.  Upon termination, the Agreement will become
       wholly void and have no further force and effect, without
       liability of any kind to any Enron Party or any of their
       respective Subsidiaries, Affiliates, officers, directors,
       employees, agents, advisors, or other representatives,
       and neither any Enron Party nor CrossCountry will have
       any remedy or cause of action under or relating to the
       Agreement or Applicable Law;

   (e) Intercompany Obligations.  Except for the intercompany
       obligations set forth in the Agreement that are actually
       paid in accordance with the provisions thereof, all
       intercompany obligations between any member of the
       CrossCountry Group, on the one hand, and Enron and its
       Affiliates, on the other hand, will survive the Closing
       and will continue in accordance with the terms and
       conditions thereof.  From and after the Closing,
       CrossCountry will, and will cause its Subsidiaries to,
       and will use commercially reasonable efforts, subject to
       applicable fiduciary duties or contractual obligations,
       to cause any other Pipeline Group Company in which it
       owns a direct or indirect equity interest to, continue
       performance of its obligations to any member of the
       Enron Group in accordance with their respective terms
       and conditions, other than Excluded Intercompany
       Obligations.  Prior to the Closing, the Enron Parties
       will, to the extent permitted under Applicable Law, cause
       the dividends and distributions set forth in the
       Agreement to be duly authorized and paid;

   (f) Distribution. Prior to the Distribution Date,
       CrossCountry and, as applicable, the Enron Parties, will
       cause the Distributing Company to:

         (i) prepare and file with the SEC a Registration
             Statement on Form 10;

        (ii) use its reasonable best efforts to have the
             Registration Statement declared effective by the
             SEC;

       (iii) take other actions as may be necessary to register
             the CrossCountry common stock under Section 12(b)
             and 12(g) of the Securities Exchange Act of 1934;
             and

        (iv) prepare, file, and use its reasonable best efforts
             to have approved, an application for listing the
             capital stock to be distributed pursuant to the
             Plan on a national securities exchange or quoted
             on one of the Nasdaq markets, subject to official
             notice of distribution, in each case, as may be
             more fully described in the Plan.  CrossCountry
             agreed that, for purposes of Section 1145 of the
             Bankruptcy Code, it is, and any other Distributing
             Company will be, an "affiliate" of Enron and its
             related debtors and that the distribution of its
             capital stock pursuant to the Plan will be exempt
             from registration;

   (g) Indemnification.

         (i) General Indemnification: From and after the Closing
             Date, CrossCountry and Enron will indemnify the
             Enron Indemnified Parties and the CrossCountry
             Indemnified Parties, respectively, against any
             liabilities resulting from third party claims
             caused by a material breach by the indemnifying
             party of the Agreement.  In addition, CrossCountry
             will indemnify the Enron Indemnified Parties
             against any liabilities arising out of any guaranty
             of any obligation of CrossCountry or its
             subsidiaries by Enron or any subsidiary of Enron.
             Each party's obligation to indemnify pursuant to
             the general indemnification will terminate upon the
             initial distribution of CrossCountry common stock
             under the Plan, except with respect to a material
             breach of a covenant that by its terms contemplates
             performance after such date, in which case the
             obligation to indemnify will survive for the
             applicable period of time set forth in the
             covenant.  

             The Enron Parties will not be required to indemnify
             the CrossCountry Indemnified Parties, and
             CrossCountry will not be required to indemnify the
             Enron Indemnified Parties, for any Liabilities
             resulting from material breaches of the Agreement
             or from the transition services provided pursuant
             to the Transition Services Agreement exceeding
             $125,000,000 in the aggregate;

        (ii) Tax Indemnification: Enron will indemnify the
             CrossCountry Indemnified Parties against any taxes,
             or liabilities incurred in connection with taxes,
             of CrossCountry and any subsidiary of CrossCountry
             that are imposed on those entities or the assets or
             properties thereof by reason of their being
             severally liable for any taxes of Enron and its
             subsidiaries pursuant to Treasury Regulation
             Section 1.1502-6(a) or any analogous state, local
             or foreign law.  The obligation to indemnify
             terminates on the closing of the Debtors'
             bankruptcy cases;

       (iii) Employee Benefits Indemnification: Enron will
             indemnify the CrossCountry Indemnified Parties
             against any liabilities arising out of any employee
             benefit plan Enron sponsored that are imposed on
             any CrossCountry subsidiary or the assets or
             properties thereof (1) under Title IV of ERISA or
             (2) due to participating employer status in the
             Enron Corp. Savings Plan.  The obligation to
             indemnify terminates on the closing of the Debtors'
             bankruptcy cases;

        (iv) TGS-related Indemnification: CrossCountry will
             provide Enron with prompt written notice of any
             communication received from TGS, Enron Pipeline
             Company Argentina, any direct or indirect
             stakeholder in TGS or the Argentine government.
             Regardless of whether Enron received the notice,
             Enron may request in writing that CrossCountry
             cause Transwestern to perform certain services or
             take certain actions with respect to existing
             obligations relating to TGS or Enron Pipeline
             Company Argentina.  CrossCountry agreed to cause
             Transwestern to perform the services or take
             actions promptly upon the receipt of the written
             request, and will cause Transwestern to perform
             the services or take the actions in a reasonably
             prudent manner and in accordance with natural gas
             pipeline industry standards in the United States.
             Enron will indemnify the CrossCountry Indemnified
             Parties against (1) any liabilities incurred by a
             CrossCountry Indemnified Party in connection
             with third party claims arising from Enron's
             investment in TGS, but not to the extent that the
             liabilities arise from any action or inaction by
             Transwestern, and (2) any reasonable expenses
             Transwestern incurred in connection with the
             requested performance of services and actions by
             Transwestern.  However, Enron will have no
             obligation to indemnify the CrossCountry
             Indemnified Parties for any liabilities if
             CrossCountry fails to provide Enron with a notice
             when required to do so.  CrossCountry agreed to
             indemnify the Enron Indemnified Parties against any
             liabilities incurred by an Enron Indemnified Party
             as a result of

             (w) CrossCountry's failure to provide notice when
                 required to do so,

             (x) Transwestern's refusal or failure to perform
                 services or actions set forth in a notice from
                 Enron requesting the performance or action,

             (y) performance pursuant to the notice that is not
                 in accordance with the performance standard set
                 forth in the Agreement, or

             (z) Transwestern's election to perform services or
                 take any action in the absence of a notice from
                 Enron requesting performance, or to perform
                 services or take actions in addition to those
                 specified in any similar notice.  The
                 obligations to indemnify with respect to TGS-
                 related matters terminate on the closing of the
                 Debtors' bankruptcy cases;

   (h) Initiation of Auction Process.  Prior to the initial
       Distribution Date, and upon Enron's written request to
       CrossCountry, the Board of Directors of CrossCountry will
       commence an auction process for the sale of certain of
       its businesses or assets, subject to:

         (i) CrossCountry stockholder approval of the terms and
             conditions of the transaction; and

        (ii) entry of the Approval Order authorizing the
             approval;

   (i) Closing Conditions.  The Closing is subject to a number
       of conditions, including that:

         (i) this Court will have entered the Approval Order,

        (ii) all Liens on the Equity Interests imposed in
             connection with the DIP Agreement will have been
             released,

       (iii) all necessary consents and waivers are obtained
             under the Credit Agreement, dated as of November
             13, 2001, among Transwestern, as Borrower, the
             Banks party thereto, Citicorp North America, Inc.,
             as Paying Agent, and Citicorp North America, Inc.
             and JPMorgan Chase Bank, as Co-Administrative
             Agents, as amended, supplemented or otherwise
             modified from time to time, or any replacement
             credit facility entered into by Transwestern or
             THC prior to Closing, and

        (iv) the consent from the United States Federal
             Communications Commission.

B. Cross License Agreement

   (a) Cross License Grant.  At the Closing, Enron and certain
       of its subsidiaries and affiliated companies will enter
       into a Cross License Agreement pursuant to which each of
       the companies that are a party to the Cross License
       Agreement will grant each and every other party and their
       respective subsidiaries, under all of the intellectual
       property rights of the party granting the license in and
       to certain software programs, documentation and patents
       described in the Cross License, a non-exclusive, royalty
       free, sublicensable license, with fully alienable rights,
       to:

         (i) use, copy, and modify the licensed programs and
             documentation;

        (ii) use, make, have made, distribute and sell any and
             all products and services of the party receiving
             the license as well as the party's subsidiaries and
             sublicensees (if any); and

       (iii) engage in the business of the party receiving the
             license and business of its subsidiaries and
             sublicensees (if any) prior to, on, and after the
             Closing Date; and

   (b) Effective Date and Term.  The Cross License Agreement
       will become effective on the Closing Date and the
       licenses granted will continue in perpetuity unless
       licenses granted to a breaching party are terminated by
       any affected non-breaching party in the event the
       breaching party fails to cure a material breach of the
       Cross License Agreement within 30 days after delivery of
       written notice of the breach.
   
C. Tax Allocation Agreement

   (a) Agreement to File Consolidated Returns.  At the Closing,
       Enron, CrossCountry, Northern Plains, Pan Border, NBP
       Services, THC, Transwestern and CGNN will enter into a
       tax allocation agreement, pursuant to which each company
       will be responsible for the amount of income taxes that
       the company would have paid on a "stand-alone" basis,
       i.e., on a separate return basis, and Enron will be
       obligated to make payments to each company as
       compensation for the use of the company's losses or
       credits to the extent that the losses or credits have
       reduced the consolidated income tax liability.  The
       parties will continue their current practice and cause
       their respective subsidiaries to consent, to the extent
       necessary, to the filing of consolidated returns by
       Enron, including consolidated returns for the tax year
       ended December 31, 2003, and for each year thereafter
       that they are eligible to file consolidated returns,
       until Enron, in the exercise of its sole discretion,
       elects to refrain from filing Consolidated Returns.
       Enron will be responsible for, among other things, the
       preparation and filing of all required consolidated
       returns on behalf of the companies and their
       subsidiaries, making elections and adopting accounting
       methods, filing claims for refund or credit and managing
       audits and other administrative proceedings conducted by
       the taxing authorities;

   (b) Allocation of Consolidated Tax Liability for Earnings and
       Profits Purposes.  Enron will allocate the consolidated
       tax liability for each taxable period to each of the
       parties and their subsidiaries in accordance with the
       requirements of the Internal Revenue Code and treasury
       regulations;

   (c) Taxes Governed by the Tax Allocation Agreement.  The
       principles and provisions of the Tax Allocation Agreement
       are applicable to federal income taxes and state and
       local taxes that are reported on a consolidated, combined
       or unitary tax basis; and

   (d) Effective Date.  The Tax Allocation Agreement will be
       effective for all "open years" under the Internal Revenue
       Code Section 6501 and the applicable state and local
       provisions for purposes of federal income taxes, state
       taxes, and any other taxes, including the year ended
       December 31, 2003.

D. Transition Services Agreement

   (a) Transition Services - Enron to Cross Country.  Pursuant
       to the Transition Services Agreement, Enron will provide
       to CrossCountry, on an interim, transition basis, various
       services, including, but not limited to, these categories
       of services:

         (i) office space and related services,
        (ii) information technology services,
       (iii) SAP accounting system usage rights and
             administrative support,
        (iv) tax services,
         (v) certain cash management services,
        (vi) insurance services,
       (vii) contract management and purchasing support
             services,
      (viii) corporate legal services,
        (ix) corporate secretary services,
         (x) off-site and on-site storage,
        (xi) certain payroll, employee benefits and
             administration services, and
       (xii) services from Enron Risk Assessment and Control
             Group on a defined project basis.

       Upon the Closing, Enron will discontinue the allocation
       of costs to CrossCountry associated with the provision of
       services pursuant to the Order Approving and Authorizing
       Debtors' Allocation Formula for Shared Overhead Expenses,
       dated November 25, 2002, as amended, as the costs will be
       solely allocated pursuant to the Transition Services
       Agreement.

   (b) Transition Services - Cross Country to Enron.
       CrossCountry will provide to Enron, on an interim,
       transitional basis, various services, including, but not
       limited to, these categories of services:

         (i) floor space for servers and other information
             technology equipment,
    
        (ii) technical expertise and assistance, including
             pipeline integrity, safety, environmental
             compliance, etc.,

       (iii) accounts payable support, and

        (iv) certain accounting services relating to businesses
             owned directly or indirectly by ETSC immediately
             prior to the Closing;

   (c) Supplemental Agreement.  The parties will enter into a
       Supplemental Agreement to the Transition Services
       Agreement upon the Closing, the terms of which will be
       negotiated by the parties prior to the Closing, subject
       to the consent of the Creditors' Committee.  The
       Supplemental Agreement will more fully delineate the
       services provided within each category set forth in the
       Transition Services Agreement.  The fixed cost-based
       charges for the transition services will be defined in
       the Supplemental Agreement;

   (d) Termination.  Provision of the transition services will
       commence on the Closing Date and terminate on 11:59 p.m.
       on December 31, 2004, unless otherwise agreed in writing
       by the parties with the consent of the Creditors'
       Committee, which will not be unreasonably withheld.
       Enron may terminate the Transition Services Agreement
       with respect to any or all transition services upon 90
       days prior written notice, except as otherwise
       provided in the Supplemental Agreement; and

   (e) Liquidated Damages.  The parties agreed that an amount
       equal to 100% of the price of the applicable Transition
       Service calculated for the period of unexcused non-
       performance, up to a maximum of 90 days or for other
       period as may be set forth in the Supplemental Agreement
       with respect to any Transition Service, will be a
       reasonable, fair and non-punitive approximation of the
       economic injury suffered by the Purchaser upon the
       Provider's unexcused failure to provide the Transition
       Service in accordance with the provisions of the
       Transition Services Agreement.

Mr. Rosen contends that the contemplated Transaction should be
authorized because:

   (1) the transfer of the Equity Interests and Shared Services
       Assets for CrossCountry Shares constitutes an exchange of
       assets for assets of equivalent value;

   (2) the proposed Transactions collect and retain the long-
       term value of the Pipeline Assets for the benefit of the
       Debtors' estates and creditors;

   (3) polling the Pipeline Assets in the proposed Transactions
       provide the greatest opportunity to enhance their
       collective value;

   (4) segregating the Pipeline Assets now from the Debtors in a
       separate, independently managed company will facilitate
       the implementation of CrossCountry's business strategy,
       which is to position the pipeline businesses to be
       leading, growth-oriented interstate natural gas pipeline
       companies with an emphasis on increasing revenues, cash
       flow and earnings;

   (5) the Transactions will facilitate Transwestern's efforts
       to obtain replacement financing for its current
       restrictive 364-day "short-term" credit facility and
       financing for its proposed San Juan expansion;

   (6) the Transactions are critical to demonstrating to
       Transwestern's proposed customers that it is taking
       concrete steps to isolate its business from further
       potential impact from the Debtors' Chapter 11 bankruptcy
       cases; and

   (7) the Agreement has been negotiated at arm's-length. (Enron
       Bankruptcy News, Issue No. 85; Bankruptcy Creditors'
       Service, Inc., 609/392-0900)


EPIC RESORTS: Completes Sale of Assets to Sunterra Corporation
--------------------------------------------------------------
Sunterra Corporation (OTC Bulletin Board: SNRR) has completed its
acquisition of the assets of Epic Resorts.

The acquired assets include management rights to four vacation
ownership resorts: the Island Links Resort in Hilton Head, South
Carolina; the Daytona Beach Regency Resort in Daytona Beach,
Florida; the Scottsdale Links Resort in Scottsdale, Arizona; and
the Desert Paradise Resort in Las Vegas, Nevada. Sunterra has also
acquired development land at the Hilton Head location and unsold
inventory at the resorts noted above and at the Palm Springs
Marquis Villas Resort in Palms Springs, California and management
rights to the Epic Vacation Club as well as inventory assigned to
EVC at these locations and at a sixth resort in Lake Havasu,
Arizona.

Nicholas Benson, Sunterra's CEO, commented, "This acquisition
benefits Sunterra Corporation, our members and all of the Epic
members. We welcome the Epic members and Epic employees into the
Sunterra family. We have developed, and are now implementing, a
detailed plan to ensure the seamless integration of the Epic
assets into the existing Sunterra organization."

Sunterra intends to brand the properties as Sunterra resorts and
to transition customer services, reservations and billing and
collections into Sunterra's corporate office in Las Vegas, Nevada.

Epic Vacation Club is a points-based vacation club with
approximately 16,000 active members. There are also approximately
4,500 owners of Epic timeshare weeks at the Hilton Head and
Daytona Beach resorts.

Sunterra Corporation is one of the world's largest vacation
ownership companies with 87 affiliated resort locations in the
continental United States, Europe, the Caribbean, Hawaii and
Mexico. A copy of this press release will be available in the
Investor Relations section of the Company's Web site at
http://www.sunterra.com


FEDERALPHA: Turns to Kugman Associates for Financial Advice
-----------------------------------------------------------
FederAlpha Steel, Inc., is asking for authority from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
and retain Kugman Associates, Inc., as its financial advisor.

The Debtors report that before the Petition Date, it utilizes the
services of Kugman Associates as a financial advisor. Accordingly,
Kugman Associates is familiar with the Debtor's business,
financial history, forecasts, plans and affairs and has the
necessary background to advise the Debtor in an efficient and
timely manner.

In this retention, Kigman Associates will:

     a) prepare the Debtor's business plan, cash flow forecasts
        and financial projections;

     b) provide management and restructuring advice services;

     c) advise the Debtor with respect to its presentations to
        creditors and other parties-in-interest;

     d) help the Debtor determine its short-term and long-term
        capital requirements;

     c) identify and advise the Debtor regarding potential
        lenders, investors, and restructuring alternatives;

     f) assist with gathering information for the Debtor's
        schedules and Statement of Financial Affairs;

     g) advise the Debtor with respect to the preparation of
        monthly operating reports;

     h) assist the Debtor in the Formulation and negotiation of
        either a plan of reorganization, sale of the Debtor's
        assets as a going concern pursuant to Section 363 of the
        Bankruptcy Code, or liquidation of the Debtor's assets;

     i) report to the Court and third parties;

     l) respond to inquiries from the Lender (as defined below)
        and other parties-in-interest; and

     k) provide other financial and operational advisory
        services as may be required to administer the Debtor's
        financial affairs in this chapter 11 case.

The professionals designated to represent the Debtor and their
hourly rates are:

          Brent I. Kigman            $330 per hour
          Dale G. Marcus             $290 per hour
          Samuel M. Williams         $285 per hour
          Douglas R. Brann           $275 per hour
          Lindsay K. Grore           $175 per hour
          Administrative Employees   $50 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.


FIRST HORIZON: Fitch Assigns Low-B Ratings to Classes B-4 & B-5
---------------------------------------------------------------
Fitch rates First Horizon Asset Securities Inc.'s mortgage pass-
through certificates, series 2003-AR4, as follows:

   -- $291,919,100 classes I-A-1, II-A-1, II-A-R, and III-A-1
      senior certificates 'AAA';

   -- $3,752,000 class B-1 certificate 'AA';

   -- $1,801,000 class B-2 certificate 'A';

   -- $1,051,000 class B-3 certificate 'BBB';

   -- $600,000 class B-4 certificate 'BB';

   -- $450,000 class B-5 certificate 'B'.

Class B-6 certificate ($601,305) is not rated by Fitch. The class
B-4, B-5 and B-6 certificates are being offered privately. The
'AAA' rating on senior certificates reflects the 2.75%
subordination provided by the 1.25% class B-1 certificate, 0.60%
class B-2 certificate, 0.35% class B-3 certificate, 0.20%
privately offered class B-4 certificate, 0.15% privately offered
class B-5 certificate and 0.20% privately offered class B-6
certificate. The ratings on the subordinate classes B-1 through B-
5 certificates are based on their respective subordination levels.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts. In addition, the ratings
reflect the quality of the mortgage collateral, strength of the
legal and financial structures, and the servicing capabilities of
First Horizon Home Loan Corporation, currently rated 'RPS2' by
Fitch.

The certificates represent ownership interests in a trust fund
that consists of three cross-collateralized pools of mortgages.
The senior certificates whose class designation begins with I, II,
and III correspond to Pools I, II, and III, respectively. Each of
the senior certificates generally receives distributions based on
principal and interest collected from mortgage loans in its
corresponding mortgage pool. If on any distribution date a pool is
undercollateralized and borrower payments from the underlying
loans are insufficient to pay senior certificate principal and
interest, borrower payments from the other pools that would have
been distributed to the subordinate certificates will instead be
distributed as principal and interest to the undercollateralized
group's senior certificates. The subordinate certificates will
only receive principal and /or interest distributions after all
the senior certificates receive all their required principal and
interest distributions. Pool I consists of 3/1 hybrid adjustable-
rate mortgage loans. The loans have an initial fixed interest rate
period of three years. Thereafter, the interest rate will adjust
annually based on the weekly average yield on U.S. Treasury
Securities (one-year CMT) plus a gross margin. The aggregate
principal balance of this pool is $20,051,597 and consists of
conventional, fully amortizing, ARMs secured by first liens on
single-family residential properties, substantially all of which
have original terms to maturity of 30 years. The average principal
balance of the loans in this pool is approximately $527,674. The
mortgage pool has a weighted average original loan-to-value ratio
(OLTV) of 68.21%. Rate/Term and cash-out refinance loans account
for 35.72% and 18.40% of the pool, respectively. Pool I does not
have any second home or investor occupancies. The states with the
largest concentrations are Washington (13.42%), California
(12.98%), Virginia (11.03%), Massachusetts (9.02%), Missouri
(5.52%), and Oregon (5.08%). All other states represent less than
5% of the outstanding balance of the pool.

Pool II consists of 5/1 hybrid ARMs. The loans have an initial
fixed interest rate period of five years. Thereafter, the interest
rate will adjust annually based on the weekly average yield on
U.S. Treasury Securities (one-year CMT) plus a gross margin.
Approximately 43.67% of the mortgage loans in Pool II have
interest only payments scheduled during the five year fixed rate
period, with principal and interest payments commencing after the
first rate adjustment date. The aggregate principal balance of
this pool is $220,033,600 and consists of conventional, fully
amortizing, ARMs secured by first liens on single-family
residential properties, substantially all of which have original
terms to maturity of 30 years. The average principal balance of
the loans in this pool is approximately $535,362. The mortgage
pool has a weighted average OLTV of 67.66%. Rate/Term and cash-out
refinance loans account for 42.64% and 10.58% of the pool,
respectively. Second homes and investor properties represent 2.93%
and 0.07%, respectively of the loans Pool II. The states with the
largest concentrations are California (53.29%), Washington
(7.42%), and Virginia (6.16%). All other states represent less
than 5% of the outstanding balance of the pool.

Pool III consists of 7/1 hybrid ARMs. The loans have an initial
fixed interest rate period of seven years. Thereafter, the
interest rate will adjust annually based on the weekly average
yield on U.S. Treasury Securities (one-year CMT) plus a gross
margin. The aggregate principal balance of this pool is
$60,089,207 and consists of conventional, fully amortizing, ARMs
secured by first liens on single-family residential properties,
substantially all of which have original terms to maturity of 30
years. The average principal balance of the loans in this pool is
approximately $496,605. The mortgage pool has a weighted average
OLTV of 72.17%. Rate/Term and cash-out refinance loans account for
46.40% and 9.61% of the pool, respectively. Pool III does not have
any second home or investor occupancy properties. The states with
the largest concentrations are California (29.50%), Washington
(20.82%), Maryland (8.21%), Virginia (6.94%), and Oregon (5.39%).
All other states represent less than 5% of the outstanding balance
of the pool.

All the mortgage loans were originated or acquired in accordance
with First Horizon Home Loan Corporation's underwriting
guidelines. The trust, First Horizon Mortgage Pass-Through Trust
2003-AR4, was created for the sole purpose of issuing the
certificates. For federal income tax purposes, an election will be
held to treat the trust as a real estate mortgage investment
conduit. The Bank of New York will act as trustee.


GENUITY INC: Secures Court Approval for Citibank Stipulation
------------------------------------------------------------
Before the Petition Date, the Genuity Inc. Debtors, as principal,
executed and delivered to Greenwich Insurance Company, as surety,
one or more indemnity agreements pursuant to which the Debtors
agreed to indemnify Greenwich Insurance for all losses, costs and
expenses Greenwich Insurance incurs in connection with any and all
surety bonds, undertaking, guaranties and other contractual
obligations undertaken by Greenwich Insurance on behalf of or at
the Debtors' request.

On July 29, 2002, the Debtors and Greenwich Insurance entered
into a Security Agreement.  Under the Agreement, the Debtors
granted to Greenwich Insurance a first position security interest
and lien on certain assets, including the Debtors' right, title
and interest in and to the cash, cash equivalents, savings or
deposit accounts, bonds, securities, life insurance policy
proceeds, irrevocable letters of credit, and other collateral as
security for:

   (a) all of the Debtors' current and future obligations to
       Greenwich Insurance under the General Indemnity Agreement;
       and

   (b) all current and future claims, demands, losses, costs,
       liabilities and expenses incurred by Greenwich Insurance
       by reason of the issuance of the Bonds.

In furtherance of their obligations under the Security Agreement,
the Debtors, as applicant, caused Citibank to issue an
Irrevocable Letter of Credit not exceeding $750,000 on July 11,
2002, with Greenwich Insurance as the beneficiary.  This was done
pursuant to the Application for Standby Letters of Credit dated
July 9, 2002.

As security for their obligation to reimburse Citibank for
amounts drawn under the Letter of Credit, plus applicable
interest, fees and expenses, and pursuant to a Master Pledge and
Assignment Agreement dated May 8, 2002, the Debtors pledged and
assigned to Citibank a security interest in Bank Account No.
30508833 maintained by the Debtors with Citibank and the funds
held on deposit.

On June 16, 2003, Citibank notified Greenwich Insurance that the
Letter of Credit expires at the end of the month.  Greenwich
Insurance presented to Citibank on July 21, 2003, the appropriate
documents to draw upon the Letter of Credit, for $200,000 from
the $750,000 that was available under the Letter of Credit.  Two
days after, Citibank honored the draw request and complied with
its obligations by wiring $200,000 to Greenwich Insurance.  As of
August 31, 2003, the balance in the Cash Collateral Account was
$1,034,287.

Pursuant to the Cash Collateral Account, Citibank is indebted to
the Debtors.  That indebtedness arose before the Petition Date.
Pursuant to the Letter of Credit and the Pledge Agreement,
Citibank holds a $200,000 allowed secured claim against the  
Debtors, plus fees and expenses, as appropriate, and interest
accruing on and after July 23, 2003.  The debt and claim are
mutual obligations.

Because the Letter of Credit Claim is secured by the Cash
Collateral Account, which has a value greater than the Letter of
Credit Claim, Citibank is entitled to interest accruing on and
after July 23, 2003 and any reasonable fees and expenses, if
applicable, pursuant to Section 506(b) of the Bankruptcy Code.  
To limit the accrual of interest on the Claim, and to minimize
related fees and expenses, the Debtors and Citibank entered into
a stipulation, which grants Citibank relief from the automatic
stay to exercise its right to set-off against the Cash Collateral
Account in full satisfaction of its allowed secured claim against
the Debtors.  The Debtors believe that the Stipulation eliminates
an unnecessary burden on the estates' assets.

Pursuant to the Stipulation, nothing will limit, alter or
otherwise affect any rights or claims that any Debtor may have,
if any, including rights as subrogee of Citibank, against
Greenwich Insurance.  The Debtors reserve their rights, if any,
including rights as subrogee of Citibank, against Greenwich
Insurance to seek recovery of proceeds drawn by Greenwich
Insurance under the Letter of Credit.

At the Debtors' request, the Court approves the Stipulation.
(Genuity Bankruptcy News, Issue No. 21; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GEORGETOWN STEEL: Seeks OK to Tap McNair as Bankruptcy Counsel
--------------------------------------------------------------
Georgetown Steel Company LLC is asking the U.S. Bankruptcy Court
for the District of South Carolina to retain McNair Law Firm, PA
as Counsel. The Debtor told the Court that McNair has represented
it since early 2003.  Such representation affords the firm an
intimate knowledge in its businesses and legal affairs.

The hourly rates for the attorneys who will be primarily involved
in this matter are:

          Michael M. Beal           $295 per hour
          Robin Curtis Stanton      $240 per hour
          Elizabeth J. Philp        $230 per hour
          paralegals                $85 to $110 per hour

The Debtor anticipate that McNair will:

  a. advise the Debtor concerning, and assisting in the
     negotiation and documentation of, financing agreements,
     debt restructurings, and related transactions;

  b. review the nature and validity of liens asserted against
     the property of the Debtor and advising the Debtor
     concerning the enforceability of such liens;

  c. prepare on behalf of the Debtor all necessary and
     appropriate applications, motions, pleadings, draft orders,
     notices, schedules, and other documents, and reviewing all
     financial and other reports to be filed in this chapter 1 I
     case;

  d. advise the Debtor concerning, and preparing responses to,
     applications, motions, pleadings, notices and other papers
     that may be filed and served in this chapter 11 case;

  e. counsel the Debtor in connection with the consummation of
     any plan and related documents; and

  f. perform all other legal services for and on behalf of the
     Debtor that may be necessary or appropriate in the
     administration of this chapter 11 case.

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


GLOBAL CROSSING: Seeks to Expand E&Y's Employment Scope
-------------------------------------------------------
Global Crossing Ltd. and its debtor-affiliates seek the Court's
authority, pursuant to Sections 327(a) and 328(a) of the
Bankruptcy Code and Rule 2014(a) of the Federal Rules of
Bankruptcy Procedure, to expand the scope of services to be
provided by Ernst & Young LLP, nunc pro tunc to June 2, 2003.

On May 14, 2002, the GX Debtors employed Ernst & Young LLP to
provide certain litigation advisory services.  On July 29, 2002,
the GX Debtors expanded the scope of E&Y's employment to include
certain tax-related services.  

Mitchell C. Sussis, Vice President of Global Crossing, Ltd.,
states that the GX Debtors plan to further expand E&Y's
employment to include assisting them allocate the value of their
ongoing enterprise, as implied by ST Telemedia's equity
investment under the Purchase Agreement, among the GX Debtors'
various assets.  The GX Debtors require these Allocation Services
to prepare their financial statements on a "fresh-start"
accounting basis as of the date of their emergence from Chapter
11 in accordance with applicable accounting principles.  

E&Y will provide the Allocation Services on the terms and
conditions as set forth in the Letter of Understanding, dated
June 2, 2003, between the GX Debtors and E&Y, which services
include:

    (a) interviewing the GX Debtors' management concerning:

        -- business operations and historical financial
           performance;

        -- business plans, future performance estimates, budgets
           and network utilization factors;

        -- the assumptions underlying the business plans,
           estimates, or budgets, as well as the risk factors
           that could affect planned performance; and

        -- the nature and expected use of Global Crossing's major
           assets, including its identified tangible and
           intangible assets;

    (b) analyzing the telecommunications industry, as well as the
        economic and competitive environments in which Global
        Crossing operates;

    (c) conducting interviews and site inspections at Global
        Crossing's network operation center in London, England and
        the regional operating center in Detroit, Michigan;

    (d) valuing the owned capital equipment, network assets,
        global marine systems assets and leasehold improvements of
        Global Crossing;

    (e) reviewing and analyzing the material identifiable
        intangibles including, but not limited to:

        -- Trademark, trade name(s), and patents;

        -- Contractual relationships;

        -- Non-contractual relationships meeting the
           "separability" criteria as set forth in accounting
           guidelines; and;

        -- Other intangibles, including, but not limited to,
           capacity purchase agreements;

    (f) estimating the value of the assembled workforce for
        purposes of developing a contributory asset charge in
        this analysis; and

    (g) preparing a summary narrative report outlining E&Y's
        recommendations of value, the methodologies employed,
        and the assumptions utilized in the analysis.

The Allocation Services are not intended to be duplicative in any
way to services being provided by The Blackstone Group, Huron
Consulting Group LLC, or any other professionals the GX Debtors
employed.  E&Y, in concert with the other professionals the GX
Debtors employed, will undertake every reasonable effort to avoid
any duplication of their services.  The GX Debtors, E&Y, and the
U.S. Trustee have been in discussions since June 2, 2003
regarding the terms of the Letter of Understanding, which they
now agree on.

Mr. Sussis asserts that the Allocation Services E&Y will perform
are necessary and beneficial because the GX Debtors must prepare
its financial statements in anticipation of emerging from Chapter
11.  These financial statements will be prepared on a "fresh-
start" accounting basis in accordance with applicable accounting
guidelines and will set forth the "fair value" of the GX Debtors'
tangible and intangible assets.  

To determine fair value of the GX Debtors' assets, E&Y will
perform diligence, examining the GX Debtors' intention with
respect to each identified asset and the assumptions that would
be made by market participants if they were to buy or sell each
identified asset.  E&Y will then produce a report summarizing the
allocation of value, which the GX Debtors intend to use to
prepare their financial statements for their emergence from
Chapter 11.

Mr. Sussis believes that E&Y has extensive experience in
performing the services contemplated by the LOU, both within and
outside the context of Chapter 11.  

The GX Debtors propose to compensate E&Y on an hourly basis, plus
reimbursement of actual, necessary expenses and other charges
incurred by E&Y.  E&Y's hourly rates are set at a level designed
to fairly compensate the firm for the work of its attorneys and
legal assistants and to cover fixed and routine overhead
expenses.  Currently, E&Y's hourly rates are:

     partners and principals    $550 - 700       
     senior managers             390 - 545       
     managers                    325 - 440       
     seniors                     200 - 320       
     staff                       165 - 220       

Joseph Rosenbaum, a partner at Ernst & Young LLP, anticipates
that the project will cost the GX Debtors about $325,000 plus any
reasonable out-of-pocket expenses that the firm may incur in
connection with the project.  However, this estimate is based on
a number of assumptions, including that the Plan becomes
effective by the end of October 2003.

According to Mr. Rosenbaum, his past representations, made since
the firm was first employed, still stands.  E&Y partners,
principals, and employees have no connection with the GX Debtors,
their creditors, any other parties-in-interest, or their
attorneys and accountants, or with the office of the U.S. Trustee
or any person employed in the office of the U.S. Trustee, other
than as disclosed.  

In addition, to the best of his knowledge, Mr. Rosenbaum assures
the Court that no partners, principals, or employees at E&Y are
related to any of the district judges, bankruptcy judges, or the
U.S. Trustee in the Southern District of New York.  Thus, E&Y is
a "disinterested person," as the term is defined in Section
101(14) of the Bankruptcy Code. (Global Crossing Bankruptcy News,
Issue No. 49; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GRUPO IUSACELL: Seeking Waiver of Defaults Under Credit Pact
------------------------------------------------------------
Grupo Iusacell, S.A. de C.V. [BMV: CEL, NYSE: CEL] announced that
its subsidiary, Grupo Iusacell Celular, S.A. de C.V. is discussing
a temporary Amendment and Waiver of certain provisions and
defaults under its US$266 million Amended and Restated Credit
Agreement, dated as of March 29, 2001 with its lenders.

During the first half of 2003, Iusacell Celular exceeded the
permitted leverage ratio of 2.50 under the Credit Agreement.  On
April 28, 2003 Iusacell Celular and the lenders entered into a
temporary amendment and waiver to the Credit Agreement to increase
the permitted leverage ratio from 2.50 to 2.70. After various
extensions, the amendment and waiver terminated, and the lenders
are now considering another amendment and waiver to the Credit
Agreement.

If an additional amendment and waiver is not granted, an Event of
Default (as defined in the Credit Agreement) will occur as if no
amendment and waiver had ever been executed.  Accordingly, the
bank lenders under the Credit Agreement would continue to have the
right to declare the indebtedness under their loan immediately due
and payable.

Grupo Iusacell, S.A. de C.V. (Iusacell, NYSE: CEL; BMV: CEL) is a
wireless cellular and PCS service provider in seven of Mexico's
nine regions, including Mexico City, Guadalajara, Monterrey,
Tijuana, Acapulco, Puebla, Leon and Merida.  The Company's service
regions encompass a total of approximately 92 million POPs,
representing approximately 90% of the country's total population.


HERCULES INC: Third-Quarter Results Enter Positive Territory
------------------------------------------------------------
Hercules Incorporated (NYSE:HPC) reported net income for the
quarter ended September 30, 2003 of $19 million. This compares to
a loss of $35 million for the same period in 2002.

Earnings from ongoing operations for the third quarter of 2003
were $0.21 per diluted share. This compares to earnings on the
same basis of $0.20 per diluted share in the third quarter of
2002.

Net sales in the third quarter of 2003 were $463 million, an
increase of 5% from the same period last year. Compared with the
third quarter of 2002, sales increase was driven by the Euro's
strength compared with the U.S. dollar.

Third quarter 2003 net sales, as compared with the same period in
2002 increased in all regions of the world except North America:
12% in Europe; 7% in Asia Pacific; 10% in Latin America; and
declined 3% in North America.

Profit from operations in the third quarter of 2003 was $68
million compared with $60 million for the same period in 2002.
Profit from ongoing operations in the third quarter of 2003 was
$74 million, a 7% improvement compared with $69 million in the
third quarter of 2002.

"In spite of significant challenges again in the third quarter,
the people of Hercules continue to deliver period over period
gains," said Craig Rogerson, Acting President and Chief Operating
Officer. "Our improved results were achieved in the face of higher
non-cash pension expenses, higher energy and raw material costs
and a difficult pulp and paper marketplace, offset by the strength
of the Euro. We remain focused on our strategy of bringing value
to our customers, increasing our competitive advantage, improving
productivity and delivering significant financial improvement and
growth primarily through Work Process Redesign, our continuous
improvement methodology."

Interest and debt expense which now includes preferred securities
distributions was $32 million in the third quarter of 2003, flat
compared with the third quarter of 2002. Capital spending was $8
million and $27 million in the third quarter and nine-months 2003,
respectively. Cash outflows for restructuring were $3 million and
$18 million in the third quarter and nine-months 2003,
respectively.

Total debt, including the preferred securities, was $1.373 billion
at the end of September 2003, a decrease of $134 million from
year-end 2002 and a decrease of $5 million from end of June 2003.
Net debt (total debt less cash) was $1.151 billion at the end of
September 2003, a decrease of $22 million and $56 million from
year-end 2002 and the end of June 2003, respectively.

                         Segment Results

In the Performance Products segment (Pulp and Paper, Aqualon), net
sales in the third quarter grew 3% while profit from operations
improved 8% compared with the same quarter last year. Net sales
were down 3% and profit from operations decreased 6% compared with
the seasonally stronger second quarter of 2003.

In the Pulp and Paper Division, net sales grew 1% compared with
the third quarter of 2002 and declined 1% compared with the second
quarter of 2003. Profit from operations increased 4% compared with
both the third quarter of 2002 and the second quarter of 2003.
Growth in sales compared with the third quarter last year was
driven by a 4% benefit from rate of exchange, offset in part by a
2% decline in volume/mix and a 1% decline in price. In particular,
the North American paper industry remains challenging. Profit from
operations benefited from favorable rate of currency exchange,
growth in South America and Work Process Redesign improvements,
partially offset by unfavorable volume/mix, lower prices and
higher raw material, energy and non-cash pension expenses.

Aqualon's net sales increased 6% compared with the third quarter
of 2002 and declined 7% compared with the second quarter of 2003.
Profit from operations improved 11% compared with the third
quarter of 2002 and declined 11% versus the second quarter of
2003. The stronger Euro compared to the U.S. dollar, higher prices
and lower costs resulted in favorable comparisons to the third
quarter of 2002.

In the Engineered Materials and Additives segment (FiberVisions,
Pinova), net sales in the third quarter increased 10% compared
with the third quarter of 2002 and declined 3% compared with the
second quarter of 2003. Profit from operations decreased $6
million and $1 million compared with the third quarter of 2002 and
the second quarter of 2003, respectively.

Third quarter 2003 net sales in FiberVisions increased 20%
compared with the third quarter of 2002 and decreased 1% compared
with the second quarter of 2003. With the adoption of FIN 46, the
Company now consolidates the bi-component fiber joint venture, ES
FiberVisions. The consolidation versus the equity method added 13%
to net sales in the third quarter compared with the prior year.
Profit from operations in the third quarter of 2003 compared with
the same quarter last year was flat with higher polymer costs,
non-cash pension expenses and restructuring costs, offset by rate
of exchange and price improvement from the contractual pass
through of higher raw material costs.

Pinova's third quarter net sales declined 16% and 9% compared with
the third quarter of 2002 and the second quarter of 2003,
respectively. Profit from operations was down $6 million compared
with the third quarter of 2002 and was flat compared with the
second quarter of 2003. Lower profits in the third quarter were
driven by lower volumes and higher non-cash pension expenses.

                           Outlook

"As we have indicated previously, we expect to deliver double-
digit earnings per share growth in 2003 and 2004," said Mr.
Rogerson. "Although the external environment remains challenging,
the strength of our businesses combined with productivity
improvements from Work Process Redesign should continue to drive
our operating results."

The Company expects to change the accounting for its ESOP during
the fourth quarter of 2003 and adopt the provisions of SOP 93-6.
The ESOP is used to fund obligations related to the Company's
401(k) plan. The Company has been applying the grandfathered
provisions of SOP 76-3 since the acquisition of BetzDearborn.
Significant changes have occurred within the ESOP and the Company.
Application of SOP 93-6 results in accounting and expense
recognition consistent with the substance of the Hercules 401(k)
plan. As a result of this accounting change, 2003 earnings will
increase by approximately $ 0.06 per diluted share. In addition,
the Company will also restate prior periods for this change in
accounting upon the release of fourth quarter earnings.

Hercules (S&P, BB Corporate Credit Rating, Positive) manufactures
and markets chemical specialties globally for making a variety of
products for home, office and industrial markets. For more
information, visit the Hercules Web site at http://www.herc.com


HOMECOM COMMS: Recurring Losses Raise Going Concern Doubts  
----------------------------------------------------------
Homecom Communications, Inc.'s financial statements are prepared
using generally accepted accounting principles applicable to a
going concern, which contemplate the realization of assets and
liquidations of liabilities in the normal course of business. The
Company has incurred significant losses since its incorporation
resulting in an accumulated deficit as of September 30, 2003 of
approximately $25.8 million. The Company continues to experience
negative cash flows from operations and is dependent on one client
that accounts for 97% of revenue. These factors raise doubt about
the Company's ability to continue as a going concern.

The Company's sources of capital are extremely limited. As stated,
the Company has incurred operating losses since inception and as
of September 30, 2003, had an accumulated deficit of $26,683,743
and a working capital deficit of $1,997,401. On March 23, 2001,
Homecom announced its intentions to wind down operations. It has
entered into an agreement to sell substantially all of the
operating assets of its hosting and website maintenance business
to Tulix and has entered into an agreement whereby it licenses
certain technologies from Eurotech. If Homecom completes the Tulix
transaction, its primary assets will include cash and accounts
receivable that it does not transfer to Tulix, the assets that it
licenses from Eurotech, the Tulix Note and shares of Tulix stock.

On May 22, 2003, Homecom executed a note in favor of one of its
preferred shareholders that, as amended, provides that the Company
may borrow up to $200,000 for use solely in connection with the
technologies that it has licensed from Eurotech. Advances under
this agreement, which advances are secured by a security
agreement, bear interest at a rate of 10% per annum and mature on
December 31, 2003. As of September 30, 2003, the Company had
borrowed $175,000 under this agreement. Since September 30, 2003,
it has borrowed another $25,000 from this lender under this
agreement.

On September 30, 2003, Homecom entered into a Private Equity
Credit Agreement with Brittany Capital Management LLC. Pursuant to
this agreement, the Company has agreed to issue and sell to
Brittany up to $10,000,000 worth of the Company's common stock
over the next three years. The Company may sell these shares to
Brittany from time to time, in its discretion, subject to certain
minimum and maximum limitations. Prior to any sales, however, the
Company is required to file a registration statement with, and
have such registration statement declared effective by, the
Securities and Exchange Commission relating to the shares to be
issued. The number of shares of common stock to be purchased by
Brittany at any time will be determined by dividing (i) the dollar
amount requested by the Company by (ii) the market price of the
common stock, less a discount of 9% of the market price. The
Company is required to sell at least $1,000,000 worth of common
stock to Brittany under the agreement. If the Company does not do
so, the agreement provides that the Company will pay penalties to
Brittany. The amount of the penalties will equal to 91% of the
difference between $1,000,000 (the minimum amount of common stock
that the Company is required to sell to Brittany under the
agreement) and the amount of common stock actually sold to
Brittany during the term of the agreement. The Company has agreed
that, no later than March 31, 2004, it will reserve and keep
available for issuance a number of shares of common stock
sufficient to enable it to fulfill its obligations under this
agreement. The agreement provides that the number of shares to be
purchased by Brittany in any particular sale shall not exceed a
number of shares that would cause Brittany to own more than 9.9%
of the then-outstanding shares of common stock. Also, in
connection with this agreement, the Company has entered into a
Registration Rights Agreement with Brittany pursuant to which the
Company has agreed to register, within 150 days after the
Company's Certificate of Incorporation is amended to increase the
number of authorized shares of common stock to at least
150,000,000 shares, at least 20,000,000 shares of common stock,
subject to increases if the number of shares of common stock sold
under the Private Equity Credit Agreement exceeds 20,000,000
shares. If, by September 30, 2004, the registration statement has
not been declared effective, then the Private Equity Credit
Agreement and the Registration Rights Agreement will terminate and
the Company will be required to pay Brittany the penalties
described above.

The Company can provide no assurance that the financing sources
described above, or any other financing that it may obtain in the
future (if able to obtain financing from any other sources, and it
can provide no assurances that it will be able to obtain any such
financing), will enable it to sustain its operations. The
aforementioned factors raise substantial doubt about the Company's
ability to continue as a going concern.


IMAGIS TECH: Annual Shareholders' Meeting Set for November 21
-------------------------------------------------------------
The annual general and extraordinary meeting of the shareholders
of Imagis Technologies Inc.  will be held at 1500 - 1055 West
Georgia Street, Vancouver, British Columbia, V6E 4N7, on Friday,
November 21, 2003, at 11:00 a.m. for the following purposes:

1.   To receive and consider the report of the directors of
     Imagis.

2.   To receive and consider the audited financial statements of
     Imagis for the periods ending December 31, 2002 and
     June 30, 2003, together with auditor's reports thereon.

3.   To fix the number of directors of Imagis at six.

4.   To elect directors for the ensuing year.

5.   To appoint an auditor of Imagis for the ensuing year and to
     authorize the directors to fix the auditor's remuneration.

6.   To consider, and if thought advisable, to approve the issue
     of common shares of Imagis in connection with the acquisition
     of all outstanding shares of Briyante Software Corp.

7.   To consider, and if thought advisable, to approve certain
     transactions in connection with the Acquisition, namely:

     (a)  the consolidation of the common shares of Imagis (which
          satisfies a condition of closing of the Acquisition),
          and

     (b)  the reorganization of the incentive share options of
          Imagis to

          (i)   increase the number of shares issuable under the
                incentive share option plan of Imagis, and

          (ii)  reprice certain of the outstanding share incentive
                options.

7.   To consider, and if thought advisable, approve the adoption
     of a class of preferred shares, issuable in series.

8.   To transact such other business as may properly come before
     the meeting or any adjournment thereof.

A Joint Information Circular and a copy of the Annual Report of
Imagis for the year ended December 31, 2002 accompanies the
Company's notice to shareholders of the annual general and
extraordinary meeting. The Joint Information Circular contains
details of the matters to be considered at the Meeting, including
a complete description of the proposed acquisition of control of
Briyante and the structure and business of Imagis following such
acquisition. Disinterested shareholder approval is required to
authorize the issue of shares in connection with the Acquisition,
the increase in the number of shares issuable under the incentive
share option plan and to reprice certain of the outstanding share
incentive options.

At June 30, 2003, the company's balance sheet discloses a working
capital deficit of about $2 million and a net capital deficit
totaling $1.4 million.            


INSIGHT MIDWEST: S&P Revises Low-B Ratings Outlook to Negative
--------------------------------------------------------------
Standard & Poor's revised the rating outlook on New York City-
based cable operator Insight Midwest L.P. and related entities,
including manager Insight Communications Co. Inc., to negative
from stable. At the same time, Standard & Poor's affirmed the 'BB'
corporate credit rating on Insight Midwest and the 'B-' corporate
credit rating on Insight Communications. Ratings for all related
entities were also affirmed. At Sept. 30, 2003, consolidated debt
for Insight Communications totaled $2.8 billion, of which about
$2.5 billion is attributable to Insight Midwest.

"The outlook revision reflects the heightened business risk facing
Insight Midwest, given the introduction of local-into-local
services by satellite competitors in additional Insight Midwest
markets in 2003, with local into local currently covering about
60% of their subscribers," said Standard & Poor's credit analyst
Catherine Cosentino. Largely due to expansion of satellite
operators' local-into-local footprint, Insight Midwest lost some
2,200 basic cable subscribers in the third quarter on a sequential
basis. While this represents only about a 0.2% sequential loss
of subscribers from its nearly 1.3 million base, this loss is
exacerbated by the fact that the company had incurred a 13,000
loss of basic subscribers in second-quarter 2003. The second-
quarter decline was largely related to a seasonal loss of college
students leaving for the summer, yet were not materially recovered
in the third quarter with the return of the college population.
Going forward, Standard & Poor's expects satellite competition to
continue to challenge Insight Midwest's ability to grow its
overall cable operating cash flows.

Insight Midwest is a 50/50 joint venture owned by Insight
Communications and Comcast Corp. (BBB/Stable/--) subsidiary
Comcast Cable Holdings LLC, formerly AT&T Broadband LLC. The
Insight Midwest partnership agreement provides that at any time
after Dec. 31, 2005, either Comcast or Insight will have the right
to cause a split-up of Insight Midwest, subject to a limited right
of postponement held by the non-initiating partner. However, the
rating assumes that any change in ownership of Insight Midwest is
accomplished in a manner that does not weaken the credit profiles
of either Insight Midwest or Insight Communications.

Material debt payment requirements begin in 2004, with $62 million
of repayments required, representing the amortization under the
revised Insight Midwest Holdings bank term loan credit agreement.
Financial flexibility is derived from access to $212 million of
availability from the credit facility as of Sept. 30, 2003. The
company is expected to remain compliant with all of the covenant
requirements under the bank facility through at least mid-2004.
However, absent sustained growth in EBITDA in 2004 at levels
materially higher than the current 7.5%-8.0% expectation for 2003,
the company will not have much cushion in meeting the tightening
debt to last quarter annualized EBITDA leverage covenant under the
bank loan agreement, which declines to a maximum of 4.25x
beginning with the third quarter of 2004, from the current 4.75x.

On a consolidated basis, Insight Communications was modestly free
cash flow positive for the third quarter of 2003. However, absent
an aggressive ramp up in revenues from new products, such as video
on demand, subscriber video on demand, high definition
programming, and digital video recorders, in 2004, the company may
not be able to sustain such a free cash flow position, given the
anticipated increased expenses associated with marketing
initiatives, such as brand recognition improvement and enhanced
customer service.

Insight Communications has no material assets other than its 50%
ownership in Insight Midwest. As such, ultimate repayment of the
$360 million principal amount at maturity of the company's 12.25%
senior discount notes, which are rated 'B-', is substantially
dependent on refinancing or asset sales by Insight Midwest,
subject to mandatory bank loan repayment requirements for asset
dispositions.


INTRAWEST CORP: Closes Offer to Purchase 9.75% Senior Notes
-----------------------------------------------------------
Intrawest Corporation announced that its offer to purchase $200
million principal amount of its 9.75% Senior Notes due August 15,
2008 has expired. A total of $115,250,500, or 58%, of the
aggregate outstanding principal amount of 2008 Notes was tendered
in the Offer and Consent Solicitation.

As previously reported, Intrawest has executed a second
supplemental indenture to the indenture governing the 2008 Notes,
the effect of which is to eliminate substantially all of the
restrictive covenants contained in the indenture. Intrawest has
paid total consideration of $122,585,714.15 (comprised of purchase
price, consent fee and accrued interest) to the holders of the
2008 Notes. Also as previously reported, Intrawest has elected to
redeem the remaining $84,749,500 of the 2008 Notes on November 21,
2003.

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


IRON AGE: Commences Exchange Offer of Sen. Notes for Securities
---------------------------------------------------------------
On October 27, 2003, Iron Age Corporation and its parent company,
Iron Age Holdings Corporation, commenced exchange offers in which
the Company is offering, upon the terms and conditions contained
in the Exchange Offer and Consent Solicitation Statement that has
been provided to the holders of Holdings' 12-1/8% Senior Discount
Notes due 2009 and holders of Iron Age's 9-7/8% Senior
Subordinated Notes due 2008, to exchange the Notes for securities
of Iron Age and IAC Holdings, Inc., a newly formed holding company
which, following the completion of the Exchange Offers, will own
100% of Iron Age's outstanding common stock. There can be no
assurance that the Company will be able to consummate the Exchange
Offers or any of the other transactions described in the Exchange
Offer and Consent Solicitation Statement successfully.

Iron Age's July 26, 2003, balance sheet reports a working capital
deficit of about $60.8 million while net capital deficit is $38.3
million.


IRON AGE: Proposed Debt Restructuring Prompts S&P to Junk Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Pittsburgh, Pennsylvania-based safety shoe distributor Iron Age
Holdings Corp. and its subsidiary, Iron Age Corp. The corporate
credit rating was lowered to 'CC' from 'CCC'. All ratings were
removed from CreditWatch, where they were placed with negative
implications in May 2003. The outlook is negative.

The rating actions are based on Iron Age's proposed debt
restructuring plan. The plan includes an offer to exchange all of
its outstanding 12.125% senior discount notes due 2009 and its
subsidiary's 9.875% senior subordinated notes due 2008 (with an
aggregate amount of about $100 million) for common stock of IAC
Holdings (a newly formed holding company) and $8 million of new
15% payment-in-kind subordinated convertible secured notes due
2008. Following the completion of the exchange offer, IAC will own
100% of Iron Age Corp.'s common stock.

"Standard & Poor's views the completion of the exchange offer as a
distressed exchange and tantamount to a default because the
consideration being offered by the company in exchange for the
existing securities represents a substantial discount to the
original debt issue terms," explained credit analyst Ana Lai.

To facilitate the consummation of the notes restructuring, Iron
Age has obtained an extension to the waiver period under its bank
credit facility to Nov. 30, 2003, from Oct. 31, 2003.


J.A. JONES: Turner Construction Acquires Tompkins Builders Unit
---------------------------------------------------------------
Turner Construction Company, a wholly owned subsidiary of The
Turner Corporation, the nation's leading general builder, acquired
assets of J.A. Jones/Tompkins Builders, Inc., the former
subsidiary of J.A. Jones Construction Company, effective
October 30, 2003, for $10 million.

The acquisition was approved by the Honorable J. Craig Whitley of
the U.S. Bankruptcy Court, Western District of North Carolina.
Under the terms of this acquisition, a new entity, Tompkins
Builders, Inc., will now be a wholly owned subsidiary of Turner
Construction Company.

Tompkins Builders is the third-largest construction company in the
Washington, D.C. market. Established in 1911, Tompkins Builders is
a prominent name synonymous with construction throughout the Mid-
Atlantic area.

Commenting on the acquisition, Turner Senior Vice President
William M. Brennan said, "Turner is pleased to acquire Tompkins
Builders, a company with a strong legacy-over 90 years in the
Washington, D.C. market-and a commitment to excellence. This
acquisition will expand our presence and bolster Turner's market
position in this growing region of the country." Brennan
continued, "Together, the expertise offered by Turner and Tompkins
will be a powerful combination for our clients and partners."

Ed Small, President of Tompkins Builders, noted that this
acquisition by Turner would result in a win/win situation.
"Tompkins recognizes the full value of Turner and the strategic
importance of the company as America's leading general builder.
Tompkins, which completed more than $275 million in construction
in 2002, is pleased to combine the strength of its management team
and mutual commitment to quality with Turner." He added that, like
Turner, the firm is well known for its on-time, on-budget delivery
of projects. Core business for Tompkins is derived from four
sectors-government, high-rise residential, hospitality and
commercial. Current projects in Washington, D.C., include the
National WW II Memorial; Gallery Place; the future headquarters
for the SEC - Station Place Project and a luxury high-rise
apartment complex.

Turner's expertise in the Washington, D.C., area covers key
sectors including commercial, healthcare, biomedical and
government. Signature projects that Turner is currently building
in the Washington, D.C., region include the Patent and Trademark
Office in Alexandria, Va.; the Janelia Farm Research Project, Va.,
for the Howard Hughes Medical Institute Facility; terminal
expansion for the Metropolitan Washington Airports Authority at
Dulles International Airport, Washington, D.C.; INOVA Heart
Institute in Falls Church, Va.; Johns Hopkins Biomedical Research
Facility and Applied Sciences Project at Johns Hopkins University
in Baltimore, Md.; Pentagon Athletic Center in Arlington, Va. and
the renovation of the Smithsonian's National Museum of American
History Behring Center in Washington, D.C.

In 2002, The Turner Corporation completed $6.2 billion of
construction and secured $6.7 billion in new contracts in a
variety of market segments including commercial, education,
sports, hotels/motels, healthcare, pharmaceutical, multi-unit
residential, correctional and entertainment/public assembly.

With more than 60 percent of Turner's business coming from repeat
clients, the firm is recognized as an industry leader in providing
quality service in diverse markets. The Company has a strong
knowledge of the local markets in which it operates, providing
excellent service to key areas that offer the greatest potential
and highest return.

Turner is the leading general builder in the U.S., ranking first
or second in the major segments of the building construction
field. During 2002, Turner completed $6.2 billion of construction.
Turner is the only builder offering clients a network of 45
offices across the U.S. Founded in 1902, the firm was acquired in
1999 by HOCHTIEF AG, one of the world's leading international
construction companies. For more information, visit Turner's Web
site at http://www.turnerconstruction.com  

Headquartered in Washington, D.C., Tompkins offers a full range of
construction-related services in both the private and public
sectors. From preconstruction services to construction management,
design-build contracting to general contracting, the firm
specializes in base building construction, renovations,
restorations, additions and tenant fit-out projects. These
disciplines, along with quality service, results-oriented
management, and experienced personnel, provide the foundation of
its construction practice.

Founded in 1890 by James Addison Jones, J.A. Jones is a subsidiary
of insolvent German construction group Philipp Holzmann and a
holding company for several US construction firms. Efforts by
Holzmann to sell J.A. Jones have failed. J.A. Jones filed for
Chapter 11 protection on September 25, 2003, in the U.S.
Bankruptcy Court for the Western District of North Carolina
(Charlotte) (Lead Bankr. Case No. 03-33532).


LIN TV: Reports Slight Results Improvement for 3rd-Quarter 2003
---------------------------------------------------------------
LIN TV Corp. (NYSE: TVL), the parent of LIN Television
Corporation, reported financial results for the three-month and
nine-month periods ended September 30, 2003.

Net income for the third quarter was $6.1 million, compared to net
income of $5.9 million during the third quarter of 2002. Third
quarter net revenues were $85.8 million, a decrease of 6.6% from
net revenues of $91.8 million in the third quarter of 2002. More
than 85% of the decline in net revenue is attributable to $5.3
million of non-returning political revenue from the third quarter
of 2002. Operating expenses increased 2.4% during the third
quarter, resulting in operating income of $20.7 million compared
to $28.2 million for the third quarter of 2002. The same stations
are included for both periods.

Other expenses decreased to $8.9 million in the third quarter of
2003 from $20.7 million in the third quarter of 2002, primarily
due to the elimination of $12.2 million of interest expense as a
result of the Company's debt re-financings completed earlier in
2003. The Company received $1.6 million in cash distributions in
the third quarter of 2003 from its joint venture with NBC versus
$408,000 in the third quarter of 2002.

For the first nine months of 2003, net revenues increased 3.5% to
$252.1 million from $243.5 million for the first nine months of
2002. Operating costs and expenses increased 14.2% during the
first nine months of 2003, resulting in operating income of $57.3
million, a decrease from $72.9 million in the comparable period in
2002. The reported results reflect the acquisition of Sunrise
Television Corp. in May 2002, the sale of the North Dakota
stations in August 2002 and the sale of two Texas stations in June
2003. The North Dakota and Texas stations are reported as
discontinued operations for all periods.

Capital expenditures were $4.8 million for the third quarter with
a total of $15.0 million spent in the first nine months of 2003,
compared to $26.1 million spent in the first nine months of 2002.

                           CEO Comment

Gary Chapman, LIN TV's Chairman, President and Chief Executive
Officer, said: "LIN TV's stations continue to perform well in a
slowly recovering advertising climate and against difficult
comparisons due to the significant political revenues in the third
quarter of 2002. Net political revenue was $1.1 million for the
third quarter of 2003 compared to $6.4 million for the third
quarter of 2002. Excluding this political revenue from both
periods, net revenue for the quarter declined less than 1%. Trends
improved during the quarter. Fourth quarter advertising time sales
to date are currently pacing slightly ahead when compared to non-
political revenue from the fourth quarter of 2002 when we recorded
$13.0 million in net political revenue. On the cost side, LIN
continues to implement new cost saving technology and our reduced
expense growth rate is evidence of our progress in that area."

                          Balance Sheet

Total debt outstanding at September 30, 2003 was $710.7 million
and cash and cash equivalent balances at quarter-end were $13.7
million. Net consolidated leverage as defined in the Company's
senior secured credit facility (total debt minus cash and cash
equivalents divided by trailing four quarters of pro forma
adjusted EBITDA of $139.7 million) at the end of the quarter was
5.0X.

LIN TV had 50.0 million common shares outstanding, and a fully
diluted share count of 50.6 million common shares, at September
30, 2003.

                            Guidance

Based on current pacings for the fourth quarter of 2003, LIN TV
believes that net revenue will decline between 9% and 14% due
primarily to the small amount of political revenue estimated for
the fourth quarter of 2003 compared to $13.0 million of net
political revenue in the fourth quarter of 2002. With a continuing
focus on expense control, LIN TV currently estimates that fourth-
quarter station operating expenses will be flat resulting in
operating income in the range of $23 million to $28 million. As a
result, the Company expects that it will achieve operating income
for the full year 2003 in the range of $81 million to $86 million.

                       Potential Station Sale

The Company is actively engaged in discussions with potential
purchasers of its Flint, Michigan television station. Definitive
terms have not yet been reached and there is no guarantee that a
sale will be consummated.

LIN TV operates 24 television stations in 14 markets, two of which
are LMAs.

LIN TV also owns approximately 20% of KXAS-TV in Dallas, Texas and
KNSD-TV in San Diego, California through a joint venture with NBC,
and is a 50% non-voting investor in Banks Broadcasting, Inc.,
which owns KWCV-TV in Wichita, Kansas and KNIN-TV in Boise, Idaho.
Finally, LIN is a one-third owner of WAND-TV, the ABC affiliate in
Decatur, Illinois, which it manages pursuant to a management
services agreement.

Financial information and overviews of LIN TV's stations are
available on the Company's Web site at http://www.lintv.com  

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services assigned its 'B' rating to LIN
Television Corporation's new $200 million senior subordinated note
issue due 2013.

In addition, Standard & Poor's assigned its 'B' rating to the
company's new $100 million exchangeable senior subordinated note
issue due 2033. Proceeds are expected to be used to refinance
existing debt. At the same time, Standard & Poor's affirmed its
'BB-' corporate credit rating on LIN Television, an operating
subsidiary of LIN Holdings Corp. The outlook is stable. The
Providence, R.I.-based television owner and operator had
approximately $754.0 million of debt outstanding on March 31,
2003.


MADISON RIVER: Red Ink Continued to Flow in Third Quarter 2003
--------------------------------------------------------------
Madison River Communications announced its financial and operating
results for the third quarter and nine months ended September 30,
2003.

        2003 Third Quarter Financial and Operating Results

For the third quarter ended September 30, 2003, the Company
reported operating income of $10.1 million and revenues of $46.4
million. The $10.1 million in operating income was an increase of
$6.3 million, or 164.9%, from operating income of $3.8 million for
the third quarter ended September 30, 2002. The increase in
operating income is attributed primarily to lower operating
expenses as a result of business process improvements and
adjustments to certain restructuring accruals. Included in the
Company's operating income in the third quarter of 2003 is a
benefit of $0.5 million for adjustments made to restructuring
accruals to recognize differences between actual results and the
originating restructuring expenses properly recorded under
Emerging Issues Task Force Issue 94-3. In the third quarter of
2002, the Company's operating income included a $2.7 million
restructuring charge. As a result, $3.2 million of the $6.3
million increase in operating income in the third quarter of 2003
is due to changes in restructuring expenses. Offsetting this
increase partially was $0.3 million in expenses in the third
quarter of 2003 for DSL modems used by the Local
Telecommunications Division. Prior to the third quarter of 2003,
the LTD capitalized the cost of the DSL modems. Revenues in the
third quarter of 2003 of $46.4 million are $0.4 million, or 0.9%,
less than revenues of $46.8 million in the third quarter of 2002.
A decrease of $1.3 million in local service revenues was largely
offset by a $0.3 million increase in long distance revenues and
$0.7 million increase in Internet and enhanced data service
revenues.

Adjusted Operating Income (Loss), previously referred to as
"Adjusted EBITDA," is operating income (loss) before depreciation,
amortization and non- cash long-term incentive plan expenses.
Please refer to Footnote 1 - "Non- GAAP Financial Measures." For
the third quarter ended September 30, 2003, the Company reported
Adjusted Operating Income of $25.0 million, computed by taking
operating income of $10.1 million and adding back depreciation and
amortization expenses of $13.9 million and long-term incentive
plan expenses of $1.0 million. Included in the Adjusted Operating
Income of $25.0 million is the $0.5 million benefit from the
adjustments made to the restructuring accrual. Adjusted Operating
Income in the third quarter of 2003 increased $6.2 million, or
33.2%, from the $18.8 million in Adjusted Operating Income
reported in the third quarter of 2002. The increase in Adjusted
Operating Income is attributed primarily to lower operating
expenses, including the reduction in restructuring expenses of
$3.2 million.

In the third quarter of 2003, the Company incurred a net loss of
$5.7 million compared to a net loss of $14.4 million in the third
quarter of 2002, an improvement of $8.7 million, or 60.5%. The
improvement is attributed primarily to the $6.3 million increase
in operating income. In addition, in the third quarter of 2002,
the Company incurred a $4.5 million loss from a writedown of its
investment in the common stock of US Unwired Inc. for which no
comparable writedown is included in the financial results for the
third quarter of 2003. These factors were offset by a $0.4 million
increase in interest expense and a $1.6 million change in income
tax expense. In the third quarter of 2003, the Company recognized
income tax expense of $0.4 million compared to an income tax
benefit of $1.2 million in the third quarter of 2002.

For the third quarter of 2003 and 2002, the LTD reported revenues
of $43.0 million in each quarter. A decrease of $1.1 million in
local service revenues was offset by an increase in long distance
services of $0.3 million and an increase in Internet and enhanced
data services of $0.7 million. On a sequential quarter basis,
revenues increased $0.5 million primarily from higher Internet and
enhanced data services. Operating income in the LTD was $13.3
million in the third quarter of 2003, an increase of $0.7 million,
or 5.7%, from $12.6 million in operating income in the third
quarter of 2002. The increase is primarily the result of lower
operating expenses including lower long-term incentive plan
expenses of $0.5 million in the third quarter of 2003 compared to
the third quarter of 2002. In addition, the LTD recognized a
benefit of $0.1 million in the third quarter of 2003 for the
adjustment made to its restructuring accrual compared to a $0.1
million restructuring expense incurred in the third quarter of
2002 which combined to contribute $0.2 million to the increase.
Offsetting these amounts partially was $0.3 million in expenses in
the third quarter of 2003 for DSL modems used by the LTD. The
LTD's operating income margin was 30.9% in the third quarter of
2003 compared to 29.2% in the third quarter of 2002.

For the third quarter of 2003, the LTD reported net income of $4.0
million compared to net income of $1.0 million in the third
quarter of 2002, an increase of $3.0 million, or 289.7%. The
increase is attributed to the $0.7 million increase in operating
income and a $4.3 million improvement in other expenses, primarily
as a result of the $4.5 million writedown of the common stock of
US Unwired Inc in the third quarter of 2002 for which no
comparable writedown is included in the third quarter of 2003.
These factors were offset by a $0.4 million increase in interest
expense and a $1.6 million change in income tax expense.

The LTD had Adjusted Operating Income of $23.9 million and an
Adjusted Operating Income margin of 55.6% in the third quarter of
2003. The Adjusted Operating Income margin, previously referred to
as "Adjusted EBITDA Margin", is computed by dividing the LTD's
Adjusted Operating Income of $23.9 million by the LTD's revenues
of $43.0 million. Adjusted Operating Income in the third quarter
of 2003 increased by $0.9 million, or 4.0%, over the third quarter
of 2002 primarily as a result of expense reductions including the
$0.2 million impact of the change in restructuring expenses
discussed above. Sequentially, the LTD's Adjusted Operating Income
decreased $0.3 million, or 1.0%, from the second quarter of 2003.

As of September 30, 2003, the LTD had 208,787 voice access and DSL
connections in service compared to 208,100 connections in service
at September 30, 2002, an increase of 687 connections, or 0.3%.
The change consisted of an increase in DSL connections of 6,097
connections offset by a decrease in voice access lines of 5,410
lines. Compared to the third quarter of 2002, DSL connections in
the third quarter of 2003 increased 40.4% as each of the Company's
incumbent local exchange carrier operations showed significant
increases. The LTD had 187,593 voice access lines in service at
September 30, 2003 compared to 193,003 voice access lines in
service at September 30, 2002. Approximately 65% of the decrease
in voice access lines in the past twelve months occurred in the
Company's Illinois operations primarily as a result of the
sluggish economy in that area.

On a sequential quarter basis, voice access and DSL connections in
the LTD increased by 1,805 connections at September 30, 2003, or
0.9%, from June 30, 2003. The increase is comprised of increases
in voice access lines of 48 lines and DSL connections of 1,757
connections, or 9.0%. The increase in voice access lines is
attributed primarily to the return of troops to Fort Stewart in
Georgia, offsetting losses primarily in the Illinois operations.
Of the 208,787 total connections, approximately 127,920 are
residential lines, 59,673 are business lines and 21,194 are DSL
connections. The LTD had approximately 95,470 long distance
accounts for a penetration rate of 50.9% of its voice access
lines. In addition, the LTD had 24,970 dial-up Internet
subscribers at September 30, 2003.

In the third quarter of 2003, the Integrated Communications
Division reported revenues of $3.4 million, a decrease of $0.4
million, or 10.4%, compared to revenues of $3.8 million in the
third quarter of 2002. The decrease is attributed primarily to a
$0.3 million decrease in local service revenues and a $0.1 million
decrease in transport revenues. On a sequential quarter basis,
revenues declined $0.1 million. The ICD reported an operating loss
of $3.2 million in the third quarter ended September 30, 2003, an
improvement of $5.6 million, or 64.3%, from an operating loss of
$8.8 million in the same quarter of 2002. The improvement is
attributed primarily to operating expense reductions including
business process improvements and adjustments to its restructuring
accruals. Included in the ICD's operating loss in the third
quarter of 2003 is a benefit of $0.4 million for the adjustment
made to its restructuring accruals. In the third quarter of 2002,
the ICD's operating loss included a $2.6 million charge for
restructuring expenses. This change in restructuring expenses
accounted for $3.0 million of the $5.6 million improvement in the
ICD's operating loss.

The ICD reported a net loss of $9.7 million in the third quarter
of 2003 compared to a net loss of $15.4 million in the third
quarter of 2002, an improvement of $5.7 million. The improvement
is attributed to the improvement in the operating loss.

Adjusted Operating Income in the third quarter of 2003 in the ICD
was $1.1 million which includes the $0.4 million benefit for the
restructuring adjustment. The $1.1 million Adjusted Operating
Income was an improvement of $5.3 million over the $4.2 million
Adjusted Operating Loss reported in the third quarter of 2002. The
improvement in ICD's Adjusted Operating Income was primarily the
result of lower operating expenses including the reduction in
operating expenses of $3.0 million as a result of changes in
restructuring expenses discussed above. On a sequential basis,
Adjusted Operating Income improved $0.5 million primarily as the
result of the $0.4 million benefit from the adjustments to the
ICD's restructuring accrual.

J. Stephen Vanderwoude, Chairman and Chief Executive Officer,
commented, "Our quarterly results reflect steady and improving
performance in our operations, cash flow and liquidity. We are
pleased to see the rebound of access lines and the continuing
increase of connections."

                 2003 Nine Month Financial Results

For the nine months ended September 30, 2003 and 2002, revenues
were $137.6 million in each period. By division, in the first nine
months of 2003, the LTD reported revenues of $127.0 million and
the ICD reported revenues of $10.6 million. The LTD's revenues in
the first nine months of 2003 increased approximately $1.0 million
over the first nine months of 2002. The increase is primarily
attributed to a $2.0 million increase in Internet and enhanced
data service revenues, a $0.7 million increase in long distance
revenues and a $1.7 million increase in miscellaneous revenues.
The increase in miscellaneous revenues reflects the negative
impact of a $1.5 million bad debt charge for pre-bankruptcy filing
amounts due from MCI Worldcom and Global Crossing in the first
nine months of 2002 where no comparable bad debt charges were
recognized in the first nine months of 2003. These increases were
offset by a $3.3 million decrease in local service revenues. For
the nine month period ended September 30, 2003, the ICD reported a
decrease in revenues of $1.0 million, or 8.5%, compared to the
same period in 2002. The decrease is primarily attributed to lower
local service revenues of $0.8 million and lower transport
revenues of $0.5 million offset by revenue increases in Internet
and enhanced data and miscellaneous revenues.

Operating income in the first nine months of 2003 was $33.4
million, an increase of $14.3 million, or 74.8%, from operating
income of $19.1 million in the first nine months of 2002. The
increase is attributed primarily to the bad debt charge of $1.5
million from MCI Worldcom and Global Crossing which reduced
operating income in 2002 and lower operating expenses in 2003
including a $2.7 million non-cash gain from a pension plan
curtailment and the $3.2 reduction in operating expenses from the
adjustment to restructuring expenses. During the first quarter of
2003, the Company's non-contributory, defined benefit pension plan
was frozen. The curtailment resulted in a one-time, non-cash net
gain of $2.8 million, of which $2.7 million resulted in a
reduction in pension expense and $0.1 million in a reduction of
capital additions. The gain was recognized in the first quarter of
2003. Although further accrual of benefits by plan participants is
frozen, the Company has a continuing obligation to fund the plan
and continues to recognize net periodic pension expense.
Approximately $2.1 million of the net gain was recognized as a
reduction of expenses in the LTD and $0.6 million as a reduction
of expenses in the ICD. In the LTD, operating income in the nine
months ended September 30, 2003 was $42.3 million compared to
$36.7 million in the same period of 2002, an increase of $5.6
million, of 15.3%. The increase is attributed primarily the $1.5
million bad debt charge in the prior year and lower operating
expenses including the $2.1 million impact of the pension
curtailment gain on the current year and $0.2 million from changes
in restructuring expenses. Operating income margin in the LTD was
33.3% in the first nine months of 2003 compared to 29.1% in the
first nine months of 2002. The ICD reported an operating loss of
$8.9 million in the first nine months of 2003 compared to an
operating loss of $17.6 million in the first nine months of 2002,
an improvement of $8.7 million, or 49.5%. Approximately $3.0
million of the improvement is the result of the $0.4 million
benefit from adjustments to the restructuring accrual in 2003
versus the $2.6 million restructuring charge reflected in 2002.
The remaining difference is attributed primarily to lower
operating expenses.

The Company reported a net loss of $11.8 million in the nine
months ended September 30, 2003 compared to a net loss of $32.1
million in the nine months ended September 30, 2002. In the LTD,
net income was $17.1 million in the first nine months of 2003 and
$5.8 million in the first nine months of 2002. The ICD reported
net losses of $28.9 million and $37.9 million in the nine month
periods ended September 30, 2003 and 2002, respectively.

Adjusted Operating Income improved by $16.3 million, or 27.1%, to
$76.8 million in the first nine months of 2003 compared to $60.5
million in the first nine months of 2002. Adjusted Operating
Income by division for first nine months of 2003 was $73.9 million
for the LTD and $2.9 million for the ICD. For the same period of
2002, Adjusted Operating Income in the LTD was $66.7 million and
the ICD had an Adjusted Operating Loss of $6.2 million. The LTD
had an Adjusted Operating Income margin of 58.2% for the first
nine months of 2003 compared to an Adjusted Operating Income
margin of 52.9% for the first nine months of 2002.

As of September 30, 2003, the Company had approximately $47.0
million in liquidity consisting of $27.0 million in cash on hand
and $20.0 million in fully available credit facilities with the
Rural Telephone Finance Cooperative ("RTFC"). Capital expenditures
for the nine months ended September 30, 2003 of approximately $6.3
million are in line with our expectation of total capital
expenditures of approximately $12.0 million to $13.0 million for
2003.

During the third quarter, the Company completed an amendment to
its loan agreement with the RTFC which, among other things, allows
the Company greater operating flexibility through an increase in
its liquidity. Under the terms of the amendment, the maturity of
the loan will be extended by one year to 2016 with a reduction in
scheduled principal payments through 2010. The amendment also
provides for revised financial covenants including RTFC approval
of a rolling three-year capital expenditure budget and a
requirement to have RTFC consent for any acquisitions or
dispositions of incumbent local exchange companies. Interest rates
on long-term debt outstanding increased an average of
approximately 45 basis points as a result of the amendment. In
addition, the amendment also requires annual mandatory pre-
payments of principal, beginning in 2005 utilizing 2004 fiscal
year financial results, computed as cash flow from operations in
excess of certain agreed upon expenditures as defined in the
amendment.

Also in the third quarter, the Company fixed interest rates for
three years at 5.65% on $91.1 million of its outstanding term
loans with the RTFC. After conversion of the interest rates to
fixed from variable, at September 30, 2003, the Company had $426.6
million in outstanding term loans with the RTFC at a blended
average rate of 7.71%.

During 2002, in consultation with its tax advisors, the Company
amended certain prior year income tax returns that resulted in
refunds to the Company of approximately $5.8 million. The Company
received the refunds in 2002 and properly recorded them as
deferred income tax liabilities. During the third quarter, the
Company was notified verbally by the Internal Revenue Service, as
part of an audit, that the Company's position would be disallowed
although no formal notice has yet been issued to the Company. In
accordance with Financial Accounting Standard No. 5, a contingent
liability meeting the criteria for accrual existed for the
interest component through the balance sheet date and,
accordingly, the Company accrued interest expense of $1.3 million
in the third quarter of 2003. The Company anticipates that
interest expense related to this liability will be approximately
$0.4 million annually until the issue is resolved. Based on
discussions with its tax advisors, the Company believes that its
position is appropriate under current tax laws and the Company
intends to defend the position taken in its amended income tax
returns. No assurance can be made at this time as to the ultimate
outcome of this matter although it could take up to two years to
resolve.

The Company also announced that Paul Sunu, Chief Financial Officer
of Madison River Communications, will be presenting at the 2003
CSFB Leveraged Finance Media and Telecom Conference. The event
will take place on November 20th and 21st in New York.

Madison River Capital, LLC operates as Madison River
Communications and is a wholly owned subsidiary of Madison River
Telephone Company, LLC (MADRIV). Madison River Communications
operates and enhances rural telephone companies and uses advanced
technology to provide competitive communications services in its
edge-out markets. Madison River Telephone Company, LLC is owned by
affiliates of Madison Dearborn Partners Inc., Goldman, Sachs & Co.
and Providence Equity Partners, the former shareholders of Coastal
Utilities, Inc. and members of management.

As reported in Troubled Company Reporter's May 13, 2003 edition,
Standard & Poor's Ratings Services revised the outlook on
Madison River Telephone Co. LLC (corporate credit rating 'B') and
related entities to negative from stable because of the continued
loss in access lines related to the economy, and the uncertainty
related to the full impact of Fort Stewart, Georgia's troop
deployment on that local community's access lines.


MAGELLAN HEALTH: Court Approves R2 Settlement Agreement
-------------------------------------------------------
Magellan Health Services, Inc., and its debtor-affiliates sought
and obtained the Court's approval, pursuant to Rule 9019(a) of the
Federal Rules of Bankruptcy Procedure, for the September 29, 2003
Letter Agreement, between the Debtors, R2 Investments, LDC, the
Official Committee of Unsecured Creditors and Onex Corporation,
and the Term Sheet, pursuant to which:

   (1) R2 agreed not to oppose the confirmation of the Debtors'
       Third Amended Joint Plan of Reorganization;

   (2) the Debtors' objection to the proof of claim filed against
       them by R2's investment manager, Amalgamated Gadget,
       L.P., for $2,100,000, will be resolved; and

   (3) R2 and the Debtors agreed to exchange mutual releases.

The salient terms of the Settlement Agreement are:

(A) Affiliate Transactions

    Until the time as the Minimum Hold Condition is no longer
    met, all affiliated party transactions between Reorganized
    Magellan and any member of the Onex Group must be approved by
    a majority of the members of Reorganized Magellan's Board of
    Directors initially selected by the Committee and
    subsequently elected by the holders of New Common Stock,
    voting as a separate class.

(B) Co-Investment Rights

    No person within the Onex Group, on the one hand, or R2, on
    the other hand, will commence any tender offer for shares of
    New Common Stock unless the other party is granted the
    opportunity to participate in the tender offer as a bidder
    on a proportionate basis based on shares then owned.

(C) Tag-Along Rights

    Until the earlier of: (1) the third anniversary of the
    Effective Date of the Plan and (2) the date on which the
    Minimum Hold Condition is no longer met, no person within
    the Onex Group will sell, and R2 will not sell, in one
    transaction or a series of related transactions, shares of
    less MVS Securities or New Common Stock representing more
    than 15% of the aggregate number of outstanding shares of
    MVS Securities and New Common Stock to one person or group,
    unless all holders of stock are entitled to participate in
    the transaction on the same basis.

(D) Expenses

    Reorganized Magellan will reimburse R2 for $200,000 in
    expenses incurred to date under the terms of the PCM/AG
    Equity Commitment Letter, which will be in addition to the
    $250,000 advance Magellan paid upon acceptance of the PCM/AG
    Equity Commitment Letter.  The amount of expenses for which
    the Equity Investor is entitled to reimbursement under the
    Equity Commitment Letter will be increased by $200,000.
    Reorganized Magellan will also reimburse R2 for any expenses
    incurred after the date of the Settlement Agreement in
    connection with obtaining the state and federal regulatory
    approvals R2required in connection with the Plan.  These
    payments will be in full settlement of the Claim, and, upon
    payment thereof, the Claim will be deemed satisfied.
     
(E) Board of Directors:

    Section 5.9 of the Plan will be amended substantially as:

         The Board of Directors of Reorganized Magellan will
         have nine members in three classes:

         Class 1: Chief Executive Officer of Reorganized
         Magellan with three-year initial term; independent
         member selected by Equity Investor with two year
         initial term; two members selected by Equity Investor
         with one year initial terms;

         Class 2: Chief Operating Officer of Reorganized
         Magellan with two-year initial term; one member
         selected by Equity Investor with one-year initial term;
         and

         Class 3: three members initially selected by the
         Committee of which two will be Michael Diament, a
         Portfolio Manager and Director of Bankruptcies and
         Restructurings for Renegade Swish, LLC which through
         various contractual agreements provides personnel
         services to AG, the investment manager for R2, with an
         initial three year term, and Michael P. Ressner, a
         professor of finance at North Carolina State
         University, who will satisfy the requirements for
         independence for audit committees and have an initial
         three-year term; and the third who also will satisfy
         the independence requirements and have an initial
         three-year term.

    Until the expiration of the initial term of the Class 3
    Directors, any vacancy in the class will be filled by the
    vote of the remaining Class 3 Directors.  During the three
    year period following the Effective Date, the Reorganized
    Debtors will not modify the initial terms attributable to
    the seats on the Board of Directors.

    Reorganized Magellan's Amended Certificate of Incorporation
    and Amended Bylaws, will provide that, until the time as the
    Minimum Hold Condition is no longer met (1) the holders of
    the MVS Securities will (a) vote as a separate class to
    elect the four Class 1 Directors and (b) vote together with
    the holders of the New Common Stock to elect the two Class 2
    Directors and (2) the three Class 3 Directors will be
    elected by the holders of New Common Stock voting as a
    separate class.

(F) No Amendment

    The Amended Certificate of Incorporation and Amended Bylaws
    will provide that, until the time as the Minimum Hold
    Condition is no longer met, none of the provisions of the
    Amended Certificate of Incorporation and the Amended Bylaws
    that implement the terms of the Term Sheet will be amended
    without the approval of a majority of the Class 3 Directors.
    The definitive agreement relating to the "Co-Investment
    Right" provided for in the Term Sheet will provide that the  
    terms of the agreement will not be amended without the
    approval of both the Equity Investor and AG.

(G) Board Compensation

    In setting compensation of directors in accordance with
    Section 11 of the Amended Bylaws, the Reorganized Magellan's
    Board of Directors will:

    (1) provide compensation for all directors serving on
        Reorganized Magellan's initial Board of Directors other
        than the Chief Executive Officer and Chief Operating
        Officer of Reorganized Magellan; and

    (2) determine the level of the compensation in light of the
        nature and extent of the services provided by each
        eligible director, taking into consideration, among
        other factors, service by the director on Reorganized
        Magellan's audit committee.

(H) Withdrawal of Appeal

    Upon the Court's approval of the Settlement Agreement, R2
    will file in the District Court, pursuant to Rule
    41(a)(1)(ii) of the Federal Rules of Civil Procedure, a
    stipulation executed by the requisite parties dismissing,
    with prejudice, the Appeal. (Magellan Bankruptcy News, Issue
    No. 17: Bankruptcy Creditors' Service, Inc., 609/392-0900)  


MIDWAY AIRLINES: ALPA Unit Disappointed by Move to Convert Case
---------------------------------------------------------------
Capt. Mark Stewart, chairman of the Master Executive Council of
the Midway pilots' unit of the Air Line Pilots Association,
International, commented on Bankruptcy Judge Thomas Small's
decision to grant Midway management's last-minute motion to
convert the carrier from Chapter 11 to Chapter 7 and liquidate its
assets.

"We are very disappointed that Judge Small and Midway management
did not give our airline more time to put its financial house in
order," said Capt. Stewart. "Management has focused its efforts in
recent months in trying to drive down the terms and conditions of
its pilot contract when it should have concentrated on making this
airline a viable operation.

"Our company already had extremely competitive rates for the
aircraft we flew plus a mechanism for establishing reasonable pay
scales for any new aircraft types we might have attained. Midway
management simply presented no compelling reasons for the changes
that it was requesting."

Capt. Stewart added, "In addition, we have never seen a business
plan acceptable to or approved by either US Airways or the alleged
investor, which US Airways purported to have in reserve. In the
absence of a plan acceptable to these two parties, we were
shooting in the dark. We approached contract negotiations with an
open mind; but lacking both a detailed plan and the identity of
the investor, it was impossible for us to gauge whether or how a
third concessionary contract might help to save the airline.

"The pilots of Midway have provided this organization with a huge
cost advantage by negotiating two concessionary agreements in the
space of one and a half years, which our management readily
acknowledged during these bankruptcy proceedings. Unfortunately,
our organization could not use this advantage to produce a
reorganization plan that worked," said Capt. Stewart.

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

In light of deteriorating economic conditions and operating
results, Midway filed a voluntary petition under Chapter 11 of the
United States Bankruptcy Code on August 13, 2001, in the Eastern
District of North Carolina. The Company sought Chapter 11
protection in order to facilitate an orderly restructuring of the
Company.


MIDWAY AIRLINES: US Airways Issues Statement on Chapter 7 Filing
----------------------------------------------------------------
US Airways issued the following statement in response to comments
made by the Air Line Pilots Association of Midway Airlines about
their carrier's shutdown.

    "US Airways has been working closely with Midway Airlines on
lending and regional jet agreements for the past year of its
lengthy reorganization.  By lending $8.6 million in Debtor-In-
Possession financing, we provided support when no one else would,
and without our support, Midway likely would have shut down last
year. The Midway ALPA Master Executive Council failed to respond
to the rapidly evolving airline industry, and, as a result, their
workers are without jobs and a company."


MIDWAY AIRLINES: US Airways Accommodates Midway Passengers
----------------------------------------------------------
Following Midway Airlines' election to convert its bankruptcy case
to Chapter Seven liquidation, US Airways accommodated passengers
ticketed for travel on Midway.

Service on most routes previously operated by Midway was cancelled
through Nov. 2, 2003. Customers booked on these flights were
reaccommodated on alternate US Airways or US Airways Express
flights, or on other airlines as necessary. Those customers whose
new itineraries do not meet their travel needs will receive a full
refund.

Beginning today, US Airways will begin adding flights on existing
Midway routes with aircraft operated by other US Airways Express
carriers.

"We will do everything possible to help make other travel
arrangements for customers affected by Midway's cessation of
service," said S. Michael Scheeringa, US Airways vice president-
Express division. "Other US Airways Express carriers are operating
some of Midway's flights, to ensure that customers' plans are not
disrupted. As part of this effort to maintain as many routes as
possible, some Express routes temporarily will have one less
frequency a day as we develop and implement our new Express
schedule."

US Airways Reservations sales representatives have begun
contacting passengers whose travel plans have been affected.
Passengers ticketed to fly on Midway through Nov. 2, 2003, should
contact US Airways Reservations at 800-428-4322.


MIRANT CORP: Proposed Miscellaneous Asset Sale Protocol Approved
----------------------------------------------------------------
The Mirant Corp. Debtors sought and obtained Court approval for
uniform procedures by which they may sell miscellaneous assets
with a sale price of not more than $150,000, free and clear of
liens, claims, encumbrances and interests. However, the Debtors
are not allowed to sell, transfer or deliver in any form any
products or software licensed by Microsoft Corporation or its
affiliate, MSLI, GP, embedded in or loaded on computer hardware,
equipment or any other electronic devise or stored by any other
means, without Microsoft's consent.  The Debtors may deliver the
computer Hardware that contains the Microsoft software to
Computer Asset Liquidators or a company in substantially the same
business as CAL, who will cause the Software to be deleted from
the Hardware prior to any sale by CAL.  Judge Lynn emphasizes
that the Order is without prejudice to the rights, remedies and
claims of Microsoft against the Debtors or any purchasers or
recipients of the Debtors' equipment relating to the transfer of
Microsoft licensed products and software without Microsoft's
consent or in compliance with the terms and conditions of
Microsoft's licenses for these products and software.

Procedures for the sale of Miscellaneous Assets:

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

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

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

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

    (e) Upon Court approval of the order authorizing the
        Miscellaneous Assets sale, the Debtors may consummate the
        proposed sale transaction and take actions as are
        necessary to close the sale and obtain the sale proceeds
        without further notice or Court order. (Mirant Bankruptcy
        News, Issue No. 11; Bankruptcy Creditors' Service, Inc.,
        609/392-0900)


NOMURA CBO: Low-B Rating on Class A-2 Notes Placed on Watch Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' rating on the
class A-2 notes issued by Nomura CBO 1997-1 Ltd., an arbitrage CBO
transaction originated in 1997, on CreditWatch with negative
implications. The rating assigned to the class A-2 notes was
previously lowered on June 28, 2002 and on May 13, 2003.

The current CreditWatch placement reflects factors that have
negatively affected the credit enhancement available to support
the notes since the previous rating action in May 2003, primarily
asset defaults in the collateral pool.
    
                RATING PLACED ON CREDITWATCH NEGATIVE
                        Nomura CBO 1997-1 Ltd.
                    Rating
        Class  To               From
        A-2    B-/Watch Neg     B-
  
TRANSACTION INFORMATION
Issuer:              Nomura CBO Series 1997-1 Ltd.
Co-issuer:           Nomura CBO Series 1997-1 Corp.
Current Manager:     Nomura Corporate Research and Asset
                     Management
Underwriter:         Bear Stearns
Trustee:             JPMorganChase
Transaction type:    Cash flow arbitrage high-yield CBO
   
TRANCHE INFORMATION     INITIAL   LAST ACTION  CURRENT
Date (MM/YYYY)          6/1997    5/2003       10/2003
Class A-2 Note Rtg.     A-        B-           B-/Watch Neg
Class A-2 OC Ratio      120.0%*   110.52%      104.58%
Class A-2 OC Ratio Min  114.0%    130.0%       135.0%
Class A-2 Note Bal      $291.50   $258.613     $242.871
    
*Approximate
   
PORTFOLIO BENCHMARKS                       09/02/03
S&P Wtd. Avg. Rtg.(excl. defaulted)        B+
S&P Default Measure(excl. defaulted)       4.22%
S&P Variability Measure (excl. defaulted)  2.17%
S&P Correlation Measure (excl. defaulted)  1.18%
Wtd. Avg. Coupon (excl. defaulted)         10.039%
Wtd. Avg. Spread (excl. defaulted)         N/A
Oblig. Rtd. 'BB-' and Above                27.16%
Oblig. Rtd. 'B-' and Above                 7.15%
Oblig. Rtd. in 'CCC' Range                 8.24%
Oblig. Rtd. 'CC', 'SD' or 'D'              24.23%
    
S&P RATED OC (ROC)       CURRENT
Class A-2 notes          98.28% (B-/Watch Neg)


NORSKECANADA: Third-Quarter 2003 Net Loss Widens to $28 Million
---------------------------------------------------------------
The strong Canadian dollar and the slow recovery of paper markets,
particularly newsprint, continued to present major challenges for
NorskeCanada and other Canadian pulp and paper producers in the
third quarter.

The company reported a net loss of $28.1 million, and an operating
loss of $21.3 million, on net sales of $415.8 million. This
compares to a net loss of $18.3 million, and a higher operating
loss of $38.4 million on net sales of $383.7 million in the
previous quarter. The net loss for the third quarter includes an
after-tax foreign exchange gain of $0.6 million arising from the
translation of U.S. dollar denominated debt compared to a gain of
$19.5 million for the previous quarter.

NorskeCanada's President and CEO, Russell J. Horner said
seasonally strong sales, improved paper prices, and reduced costs
led to a significant gain in EBITDA (earnings before interest,
taxes, depreciation and amortization, and before other non-
operating income and expenses) over the previous quarter. EBITDA
for the third quarter was $26.1 million, compared to $9.6 million
reported in the second quarter of 2003. The reduced costs in the
current quarter included lower planned maintenance spending and
further performance improvements.

"Despite the difficult economic conditions, our performance
improvement initiative delivered additional annualized run-rate
improvements of $8 million in the current quarter, taking our
total to $88 million at the end of September," Horner said, adding
that the company's commitment to a $100 million run-rate
improvement target by December 31, 2003 "is clearly in reach".

Horner said cautious optimism early in the quarter that consumer
confidence was beginning to return in the U.S. was later tempered
by relatively high unemployment figures. This led to reduced
advertising lineage and softening newsprint demand towards the end
of the period.

"There has been enormous financial pressure on Canadian producers
to increase prices, as a result of foreign exchange losses against
a weaker U.S. dollar and higher energy costs," Horner said. He
added that the August 1 US$50 per tonne price increase for
newsprint for North American markets was not implemented as
announced. As a result of resistance from buyers, producers rolled
back the increase to US$35 per tonne at the end of the quarter.

Horner said, by contrast, the company's specialty papers business
fared better with improved demand for lightweight coated, soft-
calendered, and machine-finished hi-brites, driven by the busy
commercial printing schedule leading up to the holiday season. He
added that price increases ranging between US$20 and US$25 per
short ton for SC and MF hi-brite papers will be implemented during
the fourth quarter. For LWC paper, a fourth quarter price increase
of US$40 per short ton should be fully implemented by early 2004.
Prices for directory were affected by generally softer markets
resulting from a supply-demand imbalance.

A resumption of pulp purchasing by Chinese buyers helped arrest
the erosion of pulp prices during the summer months, and paved the
way for prices to rise towards the end of the quarter. However,
Horner said market conditions were at risk of softening without
the support of an economic recovery in Europe.

For the nine months ended September 30, 2003, NorskeCanada
reported a net loss of $71.2 million, and EBITDA of $47.5 million,
on net sales of $1,185.3 million. For the same period a year
earlier, the company reported a net loss of $86.0 million, and
EBITDA of $46.3 million, on net sales of $1,076.7 million.

The net loss in the current year included an after-tax gain on
translation of US$ debt of $32.8 million. The results for the
first nine months of 2002 included an after-tax write-off of
deferred financing costs of $10.3 million, an after-tax gain on
translation of US$ debt of $8.7 million and a release of future
income taxes of $9.7 million.

NorskeCanada's CEO said that the company was encouraged by some
signs that an economic recovery in the U.S. is finally underway.
However, the rising federal deficit and lacklustre employment
statistics in the U.S., along with potentially higher energy costs
associated with the winter season may still constrain growth, he
said.

"These factors will continue to shape the prospects for all of our
products. However, there is still some uncertainty as to the
strength and sustainability of the gradual improvements we have
seen so far this year," Horner said.

                            Liquidity

As of September 30, 2003, substantially all of our $350 million
secured operating loan was undrawn, and our cash on hand was $10.2
million. Our net debt to net capitalization as of September 30,
2003 was 45%.

We remain in compliance with the covenants under our credit
facilities and bond indentures. Our Consolidated Fixed Charge
Ratio, however, continues to be below the 2.0:1 threshold of the
bond indentures, which, while not constituting a default,
prohibits the payment of dividends and limits the amount of
additional debt we can incur.

In October 2003, Moodys revised its outlook on our debt ratings to
negative from stable and confirmed its existing ratings of Ba2 on
our senior unsecured debt and Ba1 on our bank credit facilities.
Standard and Poor's also revised its outlook in October from
stable to negative and affirmed its existing ratings of BB on the
Company's long-term corporate and senior unsecured debt.

At September 30, 2003, the Company's balance sheet shows that its
total current liabilities outweighed its total current assets by
about $1.2 billion.

                             OUTLOOK

As we enter the last quarter of 2003, there are several
encouraging signs that the long-awaited recovery of the U.S.
economy is underway. More positive data regarding manufacturing
activity, as well as increased consumer spending and investment,
in part due to recent U.S. fiscal initiatives, indicate that a
number of key fundamentals required for a solid recovery are now
in place. However, the rising U.S. federal deficit and lacklustre
employment statistics, along with possible inflated energy prices
through the winter months, may still constrain growth. These
factors are contributing to the continuing uncertainty around the
timing of the recovery.

With respect to paper markets, continued low inventory levels,
slowly improving demand, and foreign exchange related pressures
will assist producers in implementing the US$35 per tonne price
increase for newsprint. For SC and MF hi-brite papers, price
increases ranging between US$20 and US$25 per short ton will be
implemented during the fourth quarter. For LWC paper, a fourth
quarter price increase of US$40 per short ton should be fully
implemented by early 2004. Directory prices, however, are expected
to remain soft in the fourth quarter and into 2004, as a result of
excess supply in the North American market.

For pulp, it is expected that US$15 per tonne of the recently
announced US$30 per tonne price increase will be realized in
October. Achieving the balance will depend on the strength of
market demand during November and December. Longer term, the
industry is looking for a sustainable recovery in paper markets,
and emerging market areas such as China to drive demand growth.

The rising Canadian dollar remains a major concern as it
negatively impacts the competitive position of Canadian exporters.
Economic commentators are divided over how much further the dollar
will strengthen relative to its U.S. counterpart.

Our top priorities for the balance of 2003 include securing the
recently- announced price increases, achieving our targeted $100
million annualized run-rate performance improvement by
December 31, 2003, preserving our cash flow, and continuing to
balance production levels with customer demand.


NORTHWEST AIRLINES: S&P Rates New $551.8M P-T Certificates at B-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Northwest Airlines Inc.'s (B+/Negative/--) $551.8 million 2003-1
trust class D pass-through certificates, series 2003-1, and
withdrew the preliminary rating assigned to these securities May
22, 2003. These securities are to be offered in a voluntary
exchange for the outstanding $150 million 8.375% notes due 2004,
$200 million 8.52% notes due 2004, $200 million notes due 2005,
and $300 million 8.875% notes due 2006 (each rated 'B-').

"Northwest Airlines' 2003-1 class D pass-through certificates are
to be serviced using cash flows from existing and newly issued
junior notes relating to five existing series of enhanced
equipment trust certificates," said Standard & Poor's credit
analyst Philip Baggaley. "The 'B-' rating assigned to the pass-
through certificates is equivalent to Northwest's senior unsecured
debt rating, reflecting deep subordination of the junior notes
that back the certificates and consequent potentially poor
recovery prospects on the certificates if the airline were to file
for bankruptcy," the analyst continued. The loan-to-values for the
junior 'D' notes in two series of enhanced equipment trust
certificates (the 2000-1 and 2001-2 series) are estimated to be in
excess of 100%, and loan-to-values for the other three series
(1999-2, 2001-1, and 2002-1) are estimated to be in the 80%-100%
range. These estimates use values Standard & Poor's believes to be
reasonable for the aircraft involved over the intermediate term,
but near-term repossession and sale of the planes, including
various associated expenses, could result in even lower
recoveries.

Northwest Airlines Inc. is the principal operating subsidiary of
Northwest Airlines Corp. (B+/Negative/--).

The corporate credit rating on Northwest Airlines Inc. is based on
the consolidated credit profile of parent Northwest Airlines Corp.
Accordingly, its negative outlook reflects the outlook of
Northwest Airlines Corp.


NORTHWEST AIRLINES: Commences Exchange Offer for Unsecured Notes
----------------------------------------------------------------
Northwest Airlines Corporation (Nasdaq: NWAC) and Northwest
Airlines, Inc., have launched exchange offers to exchange newly
created 10.5% Class D Pass Through Certificates, Series 2003-1
representing interests in equipment notes directly or indirectly
secured by 64 of the company's aircraft for $150 million
outstanding principal amount of its 8.375 percent Notes due 2004,  
$200 million outstanding principal amount of its 8.52 percent
Notes due 2004, $200 million outstanding principal amount of
its 7-5/8 percent Notes due 2005 and $300 million outstanding
principal amount of its 8.875 percent Notes due 2006.

Pursuant to the Exchange Offers, Northwest Airlines, Inc. is
offering

    -- for each $1,000 principal amount of March 2004 Notes
       tendered for exchange, $1,200 principal amount of the Class
       D Certificates, and

    -- for each $1,000 principal amount of April 2004 Notes
       tendered for exchange, $1,200 principal amount of the Class
       D Certificates, and

    -- for each $1,000 principal amount of 2005 Notes tendered for
       exchange, $1,150 principal amount of the Class D
       Certificates, and

    -- for each $1,000 principal amount of 2006 Notes tendered for
       exchange, $1,000 principal amount of the Class D
       Certificates.

The company will not receive any cash proceeds from the issuance
of the Class D Certificates in the exchange.  The Exchange Offers
expire at midnight, Eastern Standard Time, on December 2, 2003,
unless extended.

Under the terms of the proposed offer, Northwest Airlines, Inc.
intends to issue $552 million of Class D Certificates.  The
Exchange Offers are being made solely pursuant to a prospectus and
the terms of the Class D Certificates will be set forth in the
relevant registration statement relating to the Class D
Certificates.

The Dealer Managers for the Exchange Offers are:

     MORGAN STANLEY
     Liability Management Group
     1585 Broadway, Second Floor
     New York, New York 10036
     Call Toll Free: (800) 624-1808
     Call Collect: (212) 761-1066

     CITIGROUP
     Liability Management Group
     390 Greenwich Street
     New York, New York 10013
     Call Toll Free: (800) 558-3745
     Call Collect: (212) 723-6106

     Credit Suisse First Boston
     Liability Management Group
     11 Madison Avenue
     New York, New York 10010
     Call Toll Free: (800) 910-2732
     Call Collect: (212) 325-4927

     Deutsche Bank Securities
     Liability Management Group
     60 Wall Street
     New York, New York 10005-2858
     Call Toll Free: (866) 627-0391
     Call Collect: (212) 250-7445

     JPMorgan
     Liability Management Group
     270 Park Avenue
     New York, New York 10017
     Call Collect: (212) 270-9153

The prospectus relating to the Exchange Offers can be obtained by
contacting the Information Agent for the Exchange Offers:

     D.F. King & Co., Inc.
     48 Wall Street, 22nd Floor
     New York, New York 10005
     Call Toll Free: (866) 868-2409
     Call Collect: (212) 269-5550

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


NORTHWEST AIRLINES: Prices $225 Million of Conv. Senior Notes
-------------------------------------------------------------
Northwest Airlines Corporation (Nasdaq: NWAC) announced the
pricing of its offering of $225 million original principal amount
of Convertible Senior Notes due 2023, to qualified institutional
buyers pursuant to Rule 144A, and non-U.S. persons pursuant to
Regulation S, under the Securities Act of 1933. The sale of the
notes is expected to close on November 4, 2003.

Interest on the notes will be 7.625% per $1,000 original principal
amount and will be payable in cash in arrears semi-annually
through November 15, 2008.  Thereafter, the principal amount of
the notes will accrete semi-annually at a rate of 7.625% per year
to maturity.

Each note will be issued at a price of $1,000 and is convertible
into Northwest Airlines Corporation common stock at a conversion
rate of 43.6681 shares per $1,000 original principal amount of
notes (equal to an initial conversion price of approximately
$22.90 per share), subject to adjustment in certain circumstances.  
Holders of the notes may convert their notes only if: (i) the
price of the Northwest Airlines Corporation's common stock reaches
a specified threshold; (ii) the trading price for the notes falls
below certain thresholds; (iii) the notes have been called for
redemption; or (iv) specified corporate transactions occur.  The
initial conversion price represents a 60 percent premium over the
last reported sale price of the company's common stock on
October 29, 2003, which was $14.31 per share.  The notes will be
guaranteed by Northwest Airlines, Inc.

Northwest Airlines Corporation may redeem all or some of the notes
for cash at any time on or after November 15, 2006, at a
redemption price equal to the accreted principal amount plus
accrued and unpaid interest, if any, to the redemption date.  
Holders may require Northwest Airlines Corporation to repurchase
the notes on November 15 of 2008, 2013 and 2018 at a repurchase
price equal to the accreted principal amount plus accrued and
unpaid interest, if any, to the repurchase date. Northwest
Airlines Corporation may elect to pay the repurchase price in cash
or in shares of common stock, or a combination of both, subject to
certain conditions.

The company has granted the initial purchaser of the notes a 30-
day option to purchase up to an additional $45 million original
principal amount of the notes.

Northwest Airlines Corporation plans to use the net proceeds from
the offering for working capital and general corporate purposes.  
Northwest Airlines Corporation 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, such that the effective conversion
premium is in excess of 100% over the last reported sale price of
the company's common stock on October 29, 2003.  In connection
with the call spread options, the initial purchasers are expected
to take positions in Northwest Airlines Corporation's common stock
in secondary market transactions and/or enter into various
derivative transactions.

The notes being offered and the common stock issuable upon
conversion of the notes have not been registered under the
Securities Act, or any state securities laws, and may not be
offered or sold in the United States absent registration under, or
an applicable exemption from the registration requirements of, the
Securities Act and applicable state securities laws.

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


NORTHWESTERN CORP: Selling Expanets Unit to Avaya for $152 Mill.
----------------------------------------------------------------
NorthWestern Corporation (OTC Pinksheets: NTHWQ) has entered into
a sale agreement with Avaya, Inc. (NYSE: AV) for NorthWestern's
Expanets unit.

Under the terms of the agreement, Avaya will purchase
substantially all of the Expanets assets for $152 million in cash,
less certain working capital adjustments and certain other
liabilities.

As previously announced, Expanets engaged Bear, Stearns & Co. to
conduct an auction of the Expanets business subject to defined
auction procedures. At the auction held on Oct. 29, 2003, in New
York, the final bid by Avaya was approved by Expanets.
NorthWestern, as controlling shareholder, has consented to the
transaction.

Expanets was not included in NorthWestern's Chapter 11
reorganization filing on Sept. 14, 2003. Expanets will continue
operations in the ordinary course of business until the
transaction is closed, which is expected to occur in 30 days,
subject to certain regulatory approvals.

Avaya Inc., based in Basking Ridge, N.J., designs, builds and
manages communications networks for more than 1 million businesses
worldwide. Expanets is a nationwide provider of networked
communications and data services to small and mid-sized
businesses.

The Company reiterated that the sale of Expanets is an important
part of NorthWestern's Chapter 11 reorganization, as the Company
has been pursuing the sale of its nonutility subsidiaries, which
include Expanets and Blue Dot, the Company's heating, ventilation
and air conditioning business.

Gary G. Drook, NorthWestern's President and Chief Executive
Officer, said, "We are pleased to be moving forward with the
divestiture of our non-utility businesses and believe that Avaya's
commitment to the Expanets business and its customers will ensure
a smooth transition. We remain committed to our efforts to emerge
from our restructuring as a financially stable, focused energy
company."

Chris Younger, President of Expanets, said, "We believe the sale
of Expanets will be beneficial for Expanets' ongoing business,
clients, manufacturing partners and employees. During the
transition and following the closing of the sale to Avaya,
Expanets will continue to serve our clients and work with our
manufacturing partners seamlessly and without interruption."

The Company also has reached agreement with Credit Suisse First
Boston to amend the terms of its $390 million pre-petition credit
facility. If approved by the Bankruptcy Court, the amended credit
facility would provide significant advantages to NorthWestern,
including lower interest costs and would continue upon
NorthWestern's emergence from Chapter 11.

NorthWestern Corporation is one of the largest providers of
electricity and natural gas in the Upper Midwest and Northwest,
serving more than 598,000 customers in Montana, South Dakota and
Nebraska. NorthWestern also has investments in Expanets, Inc., a
nationwide provider of networked communications and data services
to small and mid-sized businesses, and Blue Dot Services Inc., a
provider of heating, ventilation and air conditioning services to
residential and commercial customers.


NRG ENERGY: Secures Open-Ended Lease Decision Period Extension
--------------------------------------------------------------
The NRG Energy Debtors remain party to a single unexpired
non-residential real property lease pertaining to the Debtors'
corporate headquarters facility located in Minneapolis,
Minnesota.  The Lease was entered into between the Debtors and the
International Land Centre Limited Partnership on May 2, 2000.  

Pursuant to Section 365(d)(4) of the Bankruptcy Code, the Debtors
sought and obtained the Court's permission to extend its lease
decision period through and including the confirmation of the
Plan.

The extension will give the Debtors sufficient opportunity to
complete its discussions with International Land and to make an
informed business decision whether to assume or reject the Lease.  
(NRG Energy Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


NUTRAQUEST: Sterns & Weinroth Retained as Bankruptcy Counsel
------------------------------------------------------------
Nutraquest, Inc., sought and obtained approval from the U.S.
Bankruptcy Court for the District of New Jersey to engage the
services of Sterns & Weinroth, PC as Counsel in its chapter 11
restructuring.

Sterns & Weinroth is expected to:

  a) prepare and file on behalf of the Debtor all necessary
     schedules, pleadings, applications, motions, complaints,
     petitions, answers, orders and other papers;

  b) appear in Court on behalf of the Debtor;

  c) conduct legal research, as required;

  d) negotiate with third parties, including any Creditors'
     Committee appointed in this case, and their respective
     counsel; and

  e) perform all other legal services for the Debtor that may be
     necessary herein, including consultation with the Debtor's
     representatives and rendering legal advice with respect to
     all matters involved in these proceedings.

Simon Kimmelman, Esq., a shareholder and director of Sterns &
Weinroth reports that his firm's current hourly rates are:

          Attorneys       $185 to $280 per hour
          Law Clerk       $95 per hour
          Paralegal       $90 per hour
          Doc. Analyst    $50 per hour

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.


NUWAY MEDICAL: Reaches Debt Conversion Pact with New Millennium
---------------------------------------------------------------
NuWay Medical, Inc. (OTC: NMED) has entered into an agreement with
New Millennium Capital Partners, LLC, a company controlled and
owned in part by NuWay's CEO and President, Dennis Calvert, which
provides for the conversion of a $1,120,000 promissory note of the
Company held by New Millennium, into shares of NuWay.

The note, together with accrued interest thereon, will convert
into shares of the Company's common stock based on a conversion
ratio of $0.036, a 20% discount to the closing price of the common
stock on October 16, 2003, the date an agreement on the conversion
was reached.

The conversion is contingent on the approval of NuWay's
disinterested stockholders at a Special Stockholders Meeting to be
held for that purpose.

The Company and New Millennium had previously agreed to convert
the note into equity subject to receipt of stockholder approval,
at a price $0.05 per share.  Prior to a stockholder vote on the
conversion, Mr. Calvert, on behalf of New Millennium, and NuWay
agreed that, in light of the then-market conditions (namely the
significant increase in the trading price of NuWay's common stock
since March 26, 2003, the date on which the conversion of the note
to equity was originally approved by the Board, from $0.08 to
$0.28 as of June 6, 2003), it would be inequitable for New
Millennium to convert the note at the originally agreed to $0.05
per share price. In this regard, Mr. Calvert, on behalf of New
Millennium, and NuWay orally agreed to rescind the agreement to
convert the note. In addition, New Millennium orally agreed with
NuWay to extend the maturity date of the note to a first payment
due October 1, 2003 in the amount of $100,000 and the balance of
the principal due on April 1, 2004, with interest due according to
the original terms of the note.

Due to NuWay's lack of liquidity, NuWay was unable to repay the
first $100,000 installment of the note when it became due on
October 1, 2003. Pursuant to a series of negotiations between Mr.
Calvert and a special committee appointed by NuWay's Board of
Directors, the committee and Mr. Calvert agreed to once again
provide for the conversion of the note into equity.

Mr. Calvert is currently the beneficial owner of 4,782,000 shares
of common stock, representing approximately 13% of NuWay's
outstanding voting stock. If the conversion is approved by the
stockholders, Mr. Calvert will be issued an additional
approximately 33,000,000 shares, and will own approximately 54% of
the Company's outstanding voting stock. Accordingly, Mr. Calvert
will be able to control the outcome of all matters requiring
stockholder approval and will be able to elect all of the
Company's directors (subject to any cumulative voting rights
stockholders may have), thereby controlling the management,
policies and business operations of the Company

NuWay Medical, Inc. recently began to offer medical and health
related technology products and services with an initial focus on
the health and information software technology needs of the sports
industry. NuWay's primary product is its Player Record Library
System (PRLS), a highly specialized electronic medical record and
workflow process software. The PRLS was designed to address the
information technology needs of the sports industry relating to
player health and to facilitate the compliance by sports leagues
with certain regulatory requirements, including the Health
Insurance Portability and Accountability Act.

                   Analysis of Financial Condition

In its latest Form 10-Q filed with Securities and Exchange
Commission, NuWay Medical reported:

The Company had approximately $25,000 of cash on hand at July 31,
2003. In June 2003, the Company received the first and second
installments ($250,000 and $100,000) of a total loan commitment of
$420,000. Notwithstanding this financing, the Company will still
need to raise additional capital to sustain operations and
implement its growth strategy until such time, if ever, that the
Company achieves profitability. As of the date of this filing, the
Company was not a party to any agreements to provide such
financing. Although the Company is in the process of actively
reviewing additional proposals made by private investors and
investment bankers, there can be no assurance that the Company
will be able to consummate any such transactions on terms
satisfactory to the Company, or at all, or if consummated, that
such financings will provide the Company with sufficient capital.

If the Company is unable to secure additional financing within the
next 120 days it would need to significantly curtail and perhaps
shut down its operations. It is unlikely that the Company will be
able to qualify for bank debt until such time as the Company is
able to demonstrate sufficient financial strength to provide
confidence for a lender.

The Company's shares were delisted effective as of June 10, 2003
from trading on the Nasdaq SmallCap Market. The shares are
currently quoted on the pink sheets. Although market makers have
indicated to management that they are in the process of submitting
an application for quotation of the Company's shares on the Over-
the-Counter Bulletin Board, there can be no assurance that any of
these applications will in fact be filed, such applications (or
any other applications that may in the future be filed) will be
accepted, or the Company will be cleared to trade on the Bulletin
Board, in particular in light of the public interest concerns
raised by Nasdaq in connection with the delisting of the Company's
shares. This Nasdaq delisting has made it more difficult to effect
trades and has led to a significant decline in the frequency of
trades and trading volume. The delisting could also adversely
affect the Company's ability to obtain financing due to the
decreased liquidity of the Company's shares.

Although the primary development of the PRLS system has been
completed, management plans on periodically upgrading its PRLS
software application through additional research and development,
including tailoring its application to the specific needs of its
clients as those needs are brought to the Company's attention. The
Company will be unable to accomplish the foregoing on a long-term
basis, however, unless and until the additional financing referred
to above is secured.

Based on its current business plan, and assuming sufficient
financing is obtained, management believes it will be able to
generate meaningful sales of its PRLS software application and
that it may be able to secure sales or license agreements as early
as the third quarter of 2003. The Company's PRLS was introduced by
the Company to the marketplace in January 2003 and generated a
total of approximately $40,000 in revenues during the first and
second quarters of 2003 through the sale of a scaled-down version
of the product to 18 NFL teams at the 2003 NFL Combine. Pursuant
to these transactions, the Company digitized over 60,000 medical
images for use by NFL teams in their evaluation of potential draft
picks. Management believes that its PRLS is already being referred
by its customers and prospects as the best of brand for its sports
industry focus. The Company is marketing the PRLS to multiple
sports leagues and is actively seeking additional vertical market
opportunities. There can be no assurance, however, that the
Company will be able to secure any further agreements for its  
product, that such agreements will ever generate meaningful
revenue for the Company, or that the Company will be able to
successfully capture any such vertical market opportunities.

Based on its current business plan, management anticipates that
the Company will need to add additional staff over the next 12
months. Although it only had three full time employees as of
July 31, 2003, the Company also relies on at least 12 consultants
who work on behalf of the Company. The Company intends to add some
of these consultants to its full time staff as employees and add
additional staff members on an as needed basis. Based on its
anticipated growth in revenues, and subject to the availability of
additional financing, the Company expects to add up to
approximately 20 full time employees before the end of 2003.

During the latter half of 2002, because the Company was focused on
implementing its new business, it generated no revenues, and thus
received no cash from operations, resulting in negative working
capital. Current assets increased from $521 at December 31, 2002
to $172,663 at June 30, 2003. The increase was due to the sale of
$279,661 of the Company's Preferred Series A shares, $350,000 of
proceeds from the Term Loan Agreement, and $40,000 in revenues
generated by the sale of the Company's PRLS since its introduction
to the marketplace in the first quarter of 2003.

Other assets declined from $4,345,000 at December 31, 2002 to
$3,910,500 at June 30, 2003. The decrease of $434,500 was
primarily related to amortization of our intangible assets.

Current liabilities decreased from $2,401,579 at December 31, 2002
to $2,351,785 at June 30, 2003. The decrease was due to an
increase in Notes Payable of $350,000 offset by the net effective
discount on note of approximately $190,000 related to the warrants
attached to the Augustine II, LLC note payable and a reduction in
accounts payable and accrued expenses of $209,000. Accounts  
payable and accrued expense obligations were satisfied by cash
payments and the issuance of the Company's common stock.

Total stockholders' equity decreased by 11 percent to $1,755,946
at June 30, 2003. This decrease was due to the net loss of
$2,426,699 for the six month period ended June 30, 2003, net of
the effect of the issuance of the Company's common stock to
compensate consultants and others, approximately $199,000 recorded
as Additional Paid in Capital related to the effective discount on
note and the sale of shares of Series A Preferred Stock, which
generated net proceeds to the Company of $279,661.


OFFSHORE LOGISTICS: Initiates Restructuring of U.K. Operations
--------------------------------------------------------------
Offshore Logistics, Inc. (NYSE: OLG) has begun a restructuring of
its United Kingdom based operations designed to reduce costs and
promote operational and managerial efficiencies. Management
believes these measures are necessary in order to remain
competitive in the North Sea offshore helicopter market, given the
current weakness in oil and gas industry activities in that
market.

As a part of the restructuring program, the Company will reduce
staffing levels by approximately 75 positions, or 11%, of its
United Kingdom workforce over a six- month period. The Company
will incur approximately $5.2 million in severance and other
restructuring costs. However, the reductions will generate
approximately $1.0 million in savings during the remainder of
fiscal 2004, increasing in fiscal 2005, to approximately $4.6
million on an annualized basis, primarily from decreased salary
costs. In addition, the Company is considering changes to its
defined benefit pension plan to limit future service accruals
through the use of a defined contribution arrangement and is
currently consulting with employees regarding this matter. These
changes will result in a reduction of benefit costs related to
future service provided by employees, the effect of which has not
been considered in the savings quantified above. Finally, in order
to better align core competencies and management resources and
increase the chances of success on future contract opportunities,
the Company is exploring the possible transfer of its search and
rescue and technical services operations into one of its existing
joint ventures.

George Small, Chief Executive Officer and President of Offshore
Logistics, Inc. said, "We regret the impact these changes will
have on our U.K. workforce. However, management has carefully
evaluated the Company's operations and has concluded that in order
to remain competitive in the North Sea, we must take action now to
reduce operating costs and streamline these businesses."

Offshore Logistics, Inc. (S&P, BB+ Corporate Credit Rating, Stable
Outlook) is a major provider of helicopter transportation services
to the oil and gas industry worldwide. Through its subsidiaries,
affiliates and joint ventures, the Company provides transportation
services in most oil and gas producing regions including the
United States Gulf of Mexico and Alaska, the North Sea, Africa,
Mexico, South America, Australia, Egypt and the Far East. The
Company's Common Stock is traded on the New York Stock Exchange
under the symbol OLG.


OWENS CORNING: Creditors Clamor for Independent Chapter 11 Trustee
------------------------------------------------------------------
The Unsecured Creditors Committee representing Owens Corning's
pre-petition bank lenders, bondholders, and trade creditors want
an independent chapter 11 trustee to take control of the company's
bankruptcy process and steer it toward a chapter 11 plan premised
on a reasonable value of asbestos claims or an asset sale and
liquidation or other appropriate resolution.  The Creditors'
Committee is unwilling to stand by and let Owens Corning hand over
its keys to the asbestos plaintiffs' law firms, without seriously
challenging or even scrutinizing their unproven and unquantified
underlying claims.  The Committee charges that Owens Corning has
breached its fiduciary duty of undivided loyalty to act in the
best interest of all creditors and to pursue a fair, balanced, and
confirmable plan of reorganization.  Owens Corning's
restructuring, the Committee says, is at a crucial phase, poised
to plunge into a fruitless and protracted plan process that values
the companies asbestos-related liability at $16 billion.  The
commercial creditors have lost faith.  "A dramatic change is
required to get this case back on track," the Creditors say, and
"[s]ince there appears to be no prospect that OC will either take
decisive steps to ensure a fair tort claim valuation or exert any
meaningful leadership to bring about an overall settlement of the
case, the Commercial Committee believes that the appointment or
election of an independent chapter 11 trustee is necessary to
protect the best interests of all legitimate creditors."

                   The Proposed Plan Stinks

Three years into its chapter 11 case, the Committee says, it is
clear that OC's officers and directors have failed miserably in
the discharge of their duty of undivided loyalty.  Rather than
focus from the outset on contesting questionable claims, as other
debtors have done without prodding, the officers and directors of
Owens Corning concluded early on that their interests lay
elsewhere -- namely, in currying favor with the asbestos
plaintiffs' firms that would control OC's ability to use
Bankruptcy Code Section 524(g) and that would effectively own OC
after reorganization and thus determine the future employment of
its current management.  This just continued a pattern of pre-
petition conduct that included making hundreds of millions of
dollars in preferential payments to the tort firms in the months
leading up to the bankruptcy.

As a result, OC's officers and directors have essentially acted in
this case as servants of the asbestos firms, not just failing to
take necessary steps to minimize the valuation of contested tort
claims but also ultimately giving the tort firms carte blanche to
dictate the terms of a "dream" plan of reorganization that would
hand them nearly 85% of OC's value without having to prove a
single valid claim against the estate. While OC now purports to
have embarked upon a so-called "plan process," complete with all
the trappings, e.g., a disclosure statement and voting procedures,
it is a phony and fundamentally flawed process because

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

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

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

The centerpiece of the supposed "plan" is an arbitrary valuation
of OC's tort liability at $16 billion, a fantasy number completely
divorced from the reality of OC's prepetition exposure -- several
times larger than the Company's own estimate of that exposure as
recently as August 2002 and dramatically more than even the
increased amount that it disclosed in October 2002. The $16
billion figure has one purpose only: to dilute the fixed,
undisputed claims of OC's commercial creditors and reduce their
recovery to a small fraction of what they are owed, all to
accommodate the preposterous demands of the constituency that will
control the selection and incumbency of OC's future directors and
officers.  The Disclosure Statement prepared by Owens Corning to
describe its Proposed Plan provides no cogent rationale for this
number, despite its materiality and centrality to the Debtor's
version of the "plan process" in its chapter 11 case.

The Debtor's abdication of its fiduciary duty of undivided loyalty
has only emboldened the plaintiffs' firms to take ever more
aggressive positions, apparently even amongst themselves.
Interestingly, the Committee says, despite repeated admonitions
from the Court, the tort lawyers have not even been able to agree
on a Trust Distribution Procedure to govern division of the spoils
reaped from their inflated valuation.  See Transcript of Court
Hearing, Sept. 22, 2003, at 22-24.  Given OC's failure to confront
the unrealistic expectations of the asbestos claimants, and the
plaintiffs' firms' assumption that Section 524(g) gives them
absolute veto power over any plan of reorganization, it is not
surprising that the tort constituencies also have largely refused
to engage in settlement negotiations with the commercial
creditors.

The Debtor's single-minded focus on placating the tort
constituencies at any price is highlighted by OC's momentary
adoption and sudden abandonment of a process that called for a
fair valuation of the tort claims prior to finalizing a plan for
dissemination and voting.  After the tort constituencies blasted
this approach, contained in the Debtor's October 2002 draft plan,
and threatened to veto any plan containing a tort claim valuation
number not to their liking (even if set by the Court), OC filed an
amended plan in December meeting the demands of the tort firms - a
capitulation performed, in reality, in the self-interest of the
stewards of the estate, in violation of the express terms of 11
U.S.C. Section 1107(a) (debtor in possession has duties of chapter
7 trustee).  This plan simply declares that the tort liability
must be set at no less than $16 billion, regardless of what the
actual history, evidence, or law might justify.

The Committee points to three other features buried in the Plan
that reflect OC's abdication to the tort interests:

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

    (B) it expropriates $140 million from OC's creditors to
        enhance the recovery of Fibreboard claimants without
        adequately explaining how they could possibly have any
        claim to such assets; and, finally,

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

The appointment of a strong and truly independent trustee (who
could, the Committee notes, leave qualified existing middle and
senior management in place to oversee OC's day-to-day operations)
is the only hope for an appropriate resolution of this case.  A
chapter 11 trustee would, simply by acting to impose realistic
limitations on the tort firms' wild expectations, likely have the
ability to bring about a settlement of the chapter 11 case.  If
a settlement could not promptly be achieved, the Committee thinks
a trustee would be able to launch a more realistic and fair
process in which OC itself would appropriately contest disputed
claims and protect the best interests of its undisputed creditors.

                    The Liquidation Option

In the alternative, the trustee might ultimately determine that
conversion to a chapter 7 liquidation was appropriate, if that
proved to be the best way to maximize the value of the business.  
The Committee points to two potential advantages of a chapter 7
liquidation:

    * Owens Corning would be released from the toils of a lengthy
      and inconclusive chapter 11 case; and

    * Owens Corning's business assets could be sold, free and
      clear of tort liability, pursuant to Bankruptcy Code Section
      363. See In re Trans World Airlines, Inc., 322 F.3d 283 (3d
      Cir. 2003) (affirming sale of assets free and clear of
      unsecured claims in order to maximize value for estate). In
      a subsequent liquidation of Owens Corning, only current,
      actual claims would be entitled to receive distribution, and
      so-called "future" claims would be excluded under the
      authority of Avellino & Bienes v. M. Frenville Co. (In re
      Frenville Co.), 744 F.2d 332 (3d Cir. 1985), and its
      progeny.

While these steps would no doubt be controversial and give rise to
difficult legal issues, the Committee indicates, they might well
be necessary, either to enable the trustee to bring all parties
"to the table" or for the trustee to have a means of resolving the
case and paying legitimate creditors of OC without the perceived
need for a Section 524(g) release. However, the Court need not
confront these issues now because the more extreme step of
conversion may ultimately prove unnecessary.  The immediate need,
the Committee says, is for the Court to put in charge of Owens
Corning a neutral, independent, and disinterested trustee, not
beholden to the tort interests, who will lead the Company on a
constructive path to negotiate or, if necessary, litigate a fair
and confirmable plan of reorganization.

               Structural Conflicts and Acrimony

The Committee complains that Owens Corning's present officers and
directors' pursuit of a plan that seeks to cram down commercial
creditors based on a contrived $16 billion valuation of tort
claims, OC's failure from day one in the case even to deal with
the tort claim issues, and its refusal to pursue valid claims
against the plaintiffs' firms all stem from the same insoluble
structural problem: Management perceives the tort interests as
their current and future masters and therefore has no motivation
to protect the interests of any other creditors.  Their sole
motivation appears to be to protect themselves -- a plain vanilla
violation of their fiduciary duty of undivided loyalty under 11
U.S.C. Section 1107(a).  The surrender to the tort constituencies
is, the Committee charges, reflected in the pre-petition conduct
that forms the basis for the fraudulent conveyance claims -- the
dramatically increased payments to the tort plaintiffs' firms made
in the weeks and months leading up to the bankruptcy filing.

The asbestos interests in Owens Corning's chapter 11 are
represented by a small number of powerful law firms, rather than
actual claimants, that have prominent positions in virtually every
major asbestos bankruptcy.  Since, the Committee asserts, these
law firms perceive management as willing to do their bidding, and
believe that their proxy votes will give a few key lawyers
absolute veto power over any plan of reorganization, they've shown
little interest in settling the case on anything less than
extravagant terms.  As a result, settlement discussions in this
case have been alternately acrimonious and non-existent.

Another structural problem heightens the need for fresh,
independent leadership for Owens Corning.  Professor Francis
McGovern, who has served as the chief mediator in the bankruptcy,
is widely perceived as being closely aligned with the tort
plaintiffs' firms, which have been central to his extremely
lucrative retention to mediate virtually all of the pending
asbestos bankruptcies.  In Owens Corning's case, Professor
McGovern has been unable to induce the plaintiffs' firm to commit
to sustained efforts to settle this case, and the commercial
creditors regard him as too closely aligned with the plaintiffs'
bar to be a neutral broker.

Conflicts and acrimony have driven Owens Corning's restructuring
off the tracks, the Committee says.  While the tort claimants have
not formally taken control of the Debtors' management, they might
as well have for all the independence being exhibited by OC's
management, the Committee charges.  Owens Corning management is
beholden to and therefore effectively controlled by the wishes of
one group of creditors, and this has skewed its judgment and its
motivations disastrously.  Based on the overall conduct of the
case for three years, the conclusion is inescapable that OC is
simply unwilling or unable to discharge its fiduciary duty to act
independently and confront the difficult tort claim issues in the
case.  The Debtor has made no serious effort to impose a realistic
valuation on the tort claims but has instead served as a mere
instrumentality of the tort claimant interests in putting forth a
bizarrely inflated valuation figure and then presenting that
figure to the Court on a take it or leave it basis in the context
of a plan. Because of the polarized positions of the parties in
this case, exacerbated by the Debtor's blatant "taking sides,"
there has also been considerable acrimony.  Settlement
negotiations have been sporadic and unproductive, and the
commercial creditor constituencies have been completely excluded
from the process of developing and drafting the plan of
reorganization and now face an attempted hostile cramdown.

Moreover, the complicity of OC's management in siphoning off
hundreds of millions of dollars in estate assets in payments to
the Company's dominant creditors, and management's subsequent
conflicted refusal to prosecute fraudulent conveyance claims based
on such actions, constitute independent grounds for the
appointment of a trustee.  

Because of the structural conflicts and effective control of
Owens' Corning's bankruptcy case by the tort claimant interests,
progress towards a confirmable plan of reorganization has been
nil; the case is rife with acrimony and conflict; and creditors
have been subject to unreasonable delay.  The Commercial Committee
therefore submits that "cause" exists either to appoint a chapter
11 trustee under Code Section 1104(a) or to convert the case to
chapter 7 under Code Section 1112(a).  The Committee respectfully
submits that the prudent first step is to appoint a prominent,
truly neutral, and independent individual to serve as chapter 11
trustee and take charge of the Owens Corning bankruptcy process.
Absent any concerns about management's ability to conduct the day-
to-day affairs of the Company, that trustee would likely leave
such management in place for such purposes.  See In re W.R. Grace
& Co., 285 B.R. at 150 (trustee may retain current management if
appropriate).

                     Questions for Management

The Commercial Committee believes that the facts fully justify
appointment of a trustee.  However, the Committee believes that
the case for a trustee will become even more compelling after it
develops the factual record further through discovery of Owens
Corning's officers and directors. Among the disturbing questions
this discovery will highlight are:

    * Why have officers and directors charged with a fiduciary
      duty to advocate for the estate as a whole made no serious
      effort to limit or quantify OC's disputed tort liability?

    * What is the good faith basis for those officers and
      directors to have increased their estimate of OC's exposure
      so dramatically between the August 2002 and October 2002
      disclosures and what is their good faith basis for then
      concluding in January 2003 that $16 billion was and is a
      reasonable minimum quantification of that exposure?

    * Why have the officers and directors of Owens Corning not
      aggressively pursued fraudulent conveyance litigation
      against the asbestos law firms that might bring hundreds of
      millions of dollars back into the estate?

    * What are the circumstances that led to the creation of the
      proposed $70 million stock set-aside for Owens Corning
      management and other employees?

    * To what degree have the tort claimant interests actually
      been directing or influencing the Debtor's decision-making
      process and the development of plan terms?

The Committee indicates it wants to put similar questions to
representatives of the tort creditor constituencies.

                   We've Tried to Cooperate

The Commercial Committee says that it held off filing its motion
to appoint an independent trustee out of a desire not to disrupt
active litigation proceedings on substantive consolidation and in
the hope that the mediation effort might resume in earnest.
However, the Committee now sees little hope to escape the present
quagmire and reach a confirmable plan by settlement or otherwise,
absent a dramatic change to provide new, independent leadership
for Owens Corning and its bankruptcy proceeding.

               Objection Deadline & Hearing Date

Objections to the Committee's Motion must be filed with the U.S.
Bankruptcy Court for the District of Delaware no later than 4:00
p.m. on November 10, 2003.  The Honorable Judith K. Fitzgerald
will convene a hearing at 10:00 a.m. on December 1, 2003, to
consider the Committee's request.  

Stephen H. Case, Esq., at DAVIS POLK & WARDWELL, represents the
Official Committee of Unsecured Creditors of Owens Corning, et al.  
Kenneth H. Eckstein, Esq., at KRAMER LEVIN NAFTALIS & FRANKEL LLP,
represents Credit Suisse First Boston as Agent for Owens Corning's
Bank Group.  J. Andrew Rahl, Jr., Esq., at ANDERSON KILL & OLICK,
P.C., represents the Committee's Bondholder Members.  


OWENS CORNING: Objects to $22 Million Price Management Claim
------------------------------------------------------------
Price Management Control Corporation filed Claim No. 6923 for
$22,327,178 on account of an October 23, 1998 agreement with
Owens Corning.  Under the Agreement, Price Management Control was
to research, develop and design a hedging program relating to
Owens Corning's acquisition of asphalt and, to the extent Owens
Corning adopted all or a portion of that program, Price
Management Control was to implement, manage and execute the hedge
or hedges.  The Agreement had a three-year term, unless
terminated earlier by Owens Corning.

Under the Agreement, Owens Corning was unconditionally obligated
to pay Price Management Control a $22,500 fee.  In addition, if
Owens Corning adopted and put into place one or more hedges,
Owens Corning was to pay Price Management Control a percentage of
the net profit, if any, it earned from the hedges.

J. Kate Stickles, Esq., at Saul Ewing, in Wilmington, Delaware,
informs the Court that in March 1999, Price Management Control
presented a hedging program to Owens Corning.  Owens Corning
never adopted that program or any element of that program.  Owens
Corning paid Price Management the $22,500 flat fee.

In its Proof of Claim, Price Management Control asserts that
Owens Corning was contractually obligated to adopt the hedging
program it recommended in March 1999, and that Price Management
Control is therefore entitled to damages equal to the percentage
fee it would have earned if the 1999 hedging program had been
adopted.  Price Management Control asserts $22,327,178 in
damages.

By this objection, the Debtors ask the Court to disallow and
expunge Price Management Control's Claim in its entirety.  Ms.
Stickles contends that the Claim is based on the mistaken premise
that Owens Corning was contractually obligated to adopt and
implement whatever hedging program Price Management Control
recommended.  In fact, Owens Corning was not obligated to adopt
and implement any program or hedges they recommended, and it did
not do so.

When the Agreement ended, no hedges recommended by Price
Management Control had ever been in place.  Under the Agreement,
Price Management Control had no right to any percentage fee, Ms.
Stickles asserts.

In the event the Court still allows Price Management Control's
Claim, the Debtors demand strict proof of the amount asserted.  
The Debtors note that even if Price Management Control's contract
argument were meritorious, which it is not, its damage
calculation would be flawed. (Owens Corning Bankruptcy News, Issue
No. 60; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


PG&E: USGen Asks Plan Filing Exclusivity be Extended to March 4
---------------------------------------------------------------
John Lucian, Esq., at Blank Rome LLP, in Baltimore, Maryland,
tells the Court that USGen New England Inc. is not in a position
to propose a reorganization plan as of this time.  USGen's
Chapter 11 case is barely three months old.  Since the Petition
Date, USGen focused on stabilizing its large and complex
business, addressing various "First Day" issues, completing its
voluminous Schedules and Statement of Financial Affairs,
preparing for the Section 341 meeting of creditors, meeting with,
briefing, and engaging in negotiations on various issues with the
Official Committee of Unsecured USGen Creditors and its
professionals and analyzing and identifying various executory
contracts for possible rejection.  USGen has over 750 creditors
and hundreds of millions of dollars in assets and liabilities.  
USGen's Chapter 11 case is one of the largest pending in the
District of Maryland.

USGen also devoted a very significant amount of time and effort
to the Bear Swamp litigation.  Mr. Lucian relates that USGen
leases a two-unit pumped storage hydroelectric generating
facility and a small conventional hydroelectric generating
facility along the Deerfield River in Rowe, Massachusetts -- Bear
Swamp Project.  In 1998, USGen entered into a sale-leaseback
transaction with Bear Swamp Generating Trust No. 1 LLC and Bear
Swamp Generating Trust No. 2 LLC -- the Owner Lessors -- whereby
USGen sold the Bear Swamp Project -- but not the land on which it
is located for $479,000,000 to the Owner Lessors and
simultaneously entered into certain leases to lease the Project
back from the Owner Lessors so that USGen could operate the
Project in the New England Power Pool market.  The Bear Swamp
Leases run through the year 2047, with an option to renew.

The Bear Swamp Leases have been uneconomical.  USGen's
obligations under the Bear Swamp Leases, including lease payments
of $44,000,000 in 2004 alone, necessitate the rejection of the
Bear Swamp Leases and other related agreements.  The Owner
Lessors objected.  According to Mr. Lucian, USGen is negotiating
a standstill agreement to enable the parties to try and resolve
the claims arising from a rejection or abandonment of the Bar
Swamp Leases and related agreements.  Mr. Lucian notes that the
rejection of the Bear Swamp Leases has proven to be a major
litigation in USGen's Chapter 11 case.  A judicial determination
in the Bear Swamp litigation is an important stepping stone in
USGen's progress towards reorganization.

Mr. Lucian relates that USGen wants to move forward with a
reorganization plan at the earliest practical point in time, but
to do so, the Court must give USGen the time necessary to enable
it to assess its options and formulate and propose a plan that
will maximize recoveries for its creditors.  In this regard,
USGen asks the Court to extend its exclusive period to file a
plan to and including March 4, 2004 and its exclusive period to
solicit acceptances of that plan to and including May 3, 2004.

To deny USGen an extension of the Exclusive Periods and allow a
party-in-interest the right to file a competing plan at this
stage of USGen's Chapter 11 case would lead to unnecessary
adversarial confrontations that could detrimentally affect
USGen's asset values, Mr. Lucian asserts. (PG&E National
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service, Inc.,
609/392-0900)    


P-COM INC: Sept. 30 Balance Sheet Insolvency Widens to $20 Mill.
----------------------------------------------------------------
P-Com, Inc. (OTC Bulletin Board: PCOM), a worldwide provider of
wireless telecommunications equipment, reported that net sales
increased to $5.6 million for the quarter ended September 30,
2003, compared to $5.0 million for the second quarter of 2003 and
$6.4 million for the third quarter in 2002.

Operating loss for the third quarter was $2.4 million, compared to
$6.0 million in the second quarter of 2003 and $5.8 million in the
third quarter of 2002.

Due to non-cash, non-recurring items, P-Com reported a net profit
for the third quarter of 2003 of $9.4 million, or $0.22 per share,
compared to a net loss of $6 million in the second quarter of
2003, and a net loss of $9 million in the third quarter of 2002.

Operating expenses, excluding restructuring charges of $350,000
for the quarter, were $3.2 million, compared to $4.1 million for
the second quarter of 2003, and $6.6 million for the same period
in 2002.  Operating expenses, including restructuring charges,
amounted to $3.6 million for the quarterly period ended
September 30, 2003, compared to $6.9 million for the quarterly
period ended June 30, 2003, and $6.6 million for the quarter ended
September 30, 2002.

Gross profit margins were 20% in the quarter, which is 3% higher
than the second quarter of 2003. The higher gross margins in the
third quarter were due to non-recurrence of certain inventory
related charges incurred in the second quarter.

At September 30, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $20 million up from about
$15 million nine months ago.

"P-Com made substantial improvements to its balance sheet in the
third quarter and has now essentially completed its
restructuring," said P-Com CEO Sam Smookler.  "P-Com is now better
positioned to face the ongoing challenges in the marketplace and
re-emerge as a leading provider of wireless telecom equipment."

P-Com, Inc. develops, manufactures, and markets point-to-point,
spread spectrum and point-to-multipoint, wireless access systems
to the worldwide telecommunications market.  P-Com broadband
wireless access systems are designed to satisfy the high-speed,
integrated network requirements of Internet access associated with
Business to Business and E-Commerce business processes.  Cellular
and personal communications service providers utilize P-Com point-
to-point systems to provide backhaul between base stations and
mobile switching centers.  Government, utility, and business
entities use P-Com systems in public and private network
applications.  For more information visit http://www.p-com.com


PAC-WEST: Commences Cash Tender Offer of Series B 13.5% Notes
-------------------------------------------------------------
Pac-West Telecomm, Inc. (Nasdaq: PACW), a provider of integrated
communications services to service providers and small and medium-
sized enterprises in the western U.S., has commenced a cash tender
offer to purchase up to $74.0 million, or 77.8%, of the $95.1
million outstanding principal amount of its Series B 13.5% Senior
Notes due 2009.

If holders of a greater principal amount of senior notes tender,
Pac-West will purchase on a pro rata basis based upon the relative
principal amount of the senior notes tendered by such holders.

In conjunction with the tender offer, Pac-West is soliciting
consents to effect certain proposed amendments to the indenture
governing the senior notes.  The tender offer and consent
solicitation are being made pursuant to an Offer to Purchase and
Consent Solicitation Statement, dated October 30, 2003, and a
related Consent and Letter of Transmittal, which more fully sets
forth the terms and conditions of the tender offer and consent
solicitation.

The tender offer consideration being offered for each validly
tendered senior note is equal to $900 per $1,000 principal amount
of the senior notes, plus any accrued and unpaid interest on the
senior notes up to, but not including, the settlement date.  As an
incentive to noteholders to tender their senior notes and provide
consent in a timely manner, Pac-West is offering total
consideration of $920 per $1,000 principal amount of senior notes,
which includes the tender offer consideration and an "early tender
premium" of $20 per $1,000 of principal amount, plus any accrued
and unpaid interest on the senior notes up to, but not including,
the settlement date, to be paid to noteholders that tender their
senior notes and consent to the amendment of the indenture, and
have not withdrawn such offer or consent, whether or not such
senior notes are accepted by Pac-West.

Of the $900 in tender offer consideration, $0.25 per $1,000
principal amount of senior notes is designated as a consent
payment payable to holders who tender their senior notes and
validly deliver their consents prior to the expiration of the
consent solicitation, whether or not such consents are accepted by
Pac-West.  The early tender period will expire at 5:00 p.m., New
York City time, on November 13, 2003, unless extended.  The tender
offer and consent solicitation will expire at 5:00 p.m., New York
City time, on December 4, 2003, unless terminated or extended.  
The early tender premium and consent payment will only be paid if
the tender offer is completed.

Among other things, the proposed amendments to the indenture
governing the senior notes will eliminate most of the indenture's
principal restrictive covenants and would amend certain other
provisions contained in the indenture. Adoption of the proposed
amendments requires the consent of the holders of at least a
majority of the aggregate principal amount of the senior notes
outstanding.  Holders who tender their senior notes are required
to consent to the proposed amendments and holders may not deliver
consents to the proposed amendments without tendering their senior
notes in the tender offer.  Tendered senior notes may be withdrawn
and consents may be revoked at any time prior to the execution of
the supplemental indenture, which is expected to occur promptly
following the expiration of the early tender period, but may not
be invoked thereafter.

The tender offer is conditioned upon, among other things, a
receipt of the requisite consents for the proposed amendments to
the indenture, the execution of the supplemental indenture, the
completion of the previously announced financing transaction with
Deutsche Bank and certain additional customary conditions.

UBS Securities LLC is acting as exclusive dealer manager and
solicitation agent for the tender offer and the consent
solicitation.  The depositary for the tender offer is Wells Fargo
Bank Minnesota, N.A. Questions regarding the tender offer and
consent solicitation may be directed to Brian Taylor, at UBS
Securities LLC, telephone number 415-352-6085.  Requests for
copies of the Offer to Purchase and Consent Solicitation Statement
and related documents may be directed to Georgeson Shareholder,
telephone number 800-843-0079 (toll-free).

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 Web site 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."


PENN TRAFFIC: Wants OK to Close Additional 25 Stores by Mid-Dec.
----------------------------------------------------------------
The Penn Traffic Company (OTC:PNFTQ.PK) is seeking permission from
the U.S. Bankruptcy Court for the Southern District of New York in
White Plains to close 25 more supermarkets by the middle of
December, in addition to the 16 closings it announced earlier this
month.

The 25 store closings that Penn Traffic announced today are
primarily in upstate New York and Pennsylvania, with two stores in
Ohio and one in Vermont also included. The closings will affect
approximately 940 employees. "These supermarkets are among our
least profitable stores because of a variety of economic and
competitive factors," said Steven G. Panagos, Penn Traffic's
Interim Chief Executive Officer. In total, Penn Traffic has closed
or announced the closing of 42 supermarkets since it entered
chapter 11 reorganization on May 30.

"As with the other store closings and layoffs we have announced,
closing these 25 stores was a very difficult decision, because we
recognize how hard the employees in these stores have been working
to make them a success, and we understand that the closings will
be inconvenient for the many customers of the stores and the
communities in which they are located," said Mr. Panagos. "We
believe, however, that these moves are necessary for Penn Traffic
to exit Chapter 11 a stronger, more competitive company."

Penn Traffic and its affiliates filed voluntary petitions for
reorganization under chapter 11 of the U.S. Bankruptcy Code on
May 30, 2003. The Company has said that it intends to take the
steps necessary to reorganize and emerge from chapter 11 as
quickly as possible.

More information about Penn Traffic's reorganization case is
available at the following phone numbers: Employees: 877-807-7097
(toll-free); Customers: 800-724-0205 (toll-free); Vendors and
Suppliers: 315-461-2341.

The Penn Traffic Company operates 211 supermarkets in Ohio, West
Virginia, Pennsylvania, upstate New York, Vermont and New
Hampshire under the Big Bear, Big Bear Plus, BiLo, P&C and Quality
trade names. Penn Traffic also operates a wholesale food
distribution business serving 75 licensed franchises and 43
independent operators.


PERLE SYSTEMS: Converts All of Its Long Term Debt to Equity
-----------------------------------------------------------
Perle Systems Limited (OTCBB: PERL), a leading provider of
networking products for Internet Protocol and e-business access,
announced that its senior lender, Royal Capital Management Inc.,
has converted Cdn$20 million of Perle's long term and current debt
of approximately Cdn$25.8 million, into equity at a subscription
price of Cdn$0.04 per share.

The subscription price was satisfied by the issuance of 500
million common shares to Roycap. This represents a significant
dilution for existing shareholders. Perle will now have no long
term debt or principal payment obligations. Pursuant to the
agreement for this transaction announced by the Company on October
17, 2003, the Company, subject to shareholder approval, intends to
consolidate its shares on the basis of 2 million existing common
shares for one new common share.

Joseph E. Perle, Chairman, President and CEO of Perle said, "This
transaction will allow Perle to operate from a position of
financial strength as we take advantage of the improving
networking marketplace to grow our company". Jean Noelting,
Managing Director of Roycap said, "We look forward to supporting
Perle as the company executes its growth plan."

Perle Systems is a leading developer, manufacturer and vendor of
high-reliability and richly featured networking products. These
products are used to connect remote users reliably and securely to
central servers for a wide variety of business applications. Perle
specializes in Internet Protocol connectivity applications,
including a focus on mid-size IP routing solutions. Product lines
include routers, remote access servers, serial/console servers,
emulation adapters, multi-port serial cards, multi-modem cards,
print servers and network controllers. Perle distinguishes itself
through extensive networking technology, depth of experience in
major real-world network environments and long-term distribution
and VAR channel relationships in major world markets. Perle has
offices and representative offices in 12 countries in North
America, Europe and Asia and sells its products through
distribution channels worldwide. Its stock is traded on the OTCBB
(symbol PERL). For more information about Perle and its products,
access the Company's Web site at http://www.perle.com


PLAINS ALL AMERICAN: S&P Places BB+ Sr Unsec. Rating on Watch Pos.
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' senior
unsecured rating on Plains All American Pipeline L.P. on
CreditWatch with positive implications, following the company's
announcement that it intends to replace its senior secured credit
facilities with new senior unsecured credit facilities totaling
$750 million and a $200 million secured working capital facility
(referred to as the "oil hedge facility" by PAA).

Houston, Texas-based PAA has about $496 million (including $40
million of advanced crude payments) in outstanding debt, pro forma
for the unsecured credit facility.

"As a result of the elimination of a large tranche of secured
debt, senior unsecured creditors would be in a more favorable
position for recovery of principal if PAA were to default," noted
Standard & Poor's credit analyst Steven K. Nocar. "The $750
million facility will be comprised of a four-year, $425 million
U.S. revolving credit facility, a 364-day (with five-year term-out
option), $170 million Canadian revolving credit facility, a four-
year, $30 million Canadian working capital revolving credit
facility, and a 364-day, $125 million revolving credit facility,"
he continued.

Although the $200 million oil hedge facility will be secured by
the inventory purchased under the facility and the associated
accounts receivable from its sale, it is insufficiently large to
cause PAA's senior unsecured rating to be notched down from the
company's corporate credit rating, according to Standard & Poor's
criteria. About $1.5 billion of accounts receivable, inventory,
property, plant, and equipment would remain unencumbered. The
CreditWatch listing should be resolved on the closing of the new
facilities, which is expected before year-end 2003.


POLAROID CORP: Wants Eight Lease Rejection Claims Reduced
---------------------------------------------------------
Section 502(b)(6) of the Bankruptcy Code fixes a statutory cap on
damages that a landlord of real property may assert against a
debtor based on the termination by the debtor of the landlord's
lease.  Joseph A. Malfitano, Esq., at Young Conaway Stargatt &
Taylor, in Wilmington, Delaware, explains that Section 502(b)(6)
is "designed to compensate the landlord for his loss while not
permitting a claim so large as to prevent other general unsecured
creditors from recovering a dividend from the estate."  In re
Federated Stores, Inc., 131 B.R. 808, 816 (S.D. Ohio 1991).

Mr. Malfitano notes that a landlord's claims for damages resulting
from termination of a real estate lease by the Polaroid
Corporation Debtors are limited to the rent reserved by the lease,
without acceleration, for the greater of either one year or 15%,
not to exceed three years, of the remaining lease term on the
earlier of:

   -- the Petition Date;
   -- the date on which the landlord repossessed the property; or
   -- the date the lessee debtor surrendered the property.

In addition, the landlord is afforded a claim for any unpaid rent
due under a lease without acceleration, as of either the Petition
Date or the date on which the landlord repossessed the premises
or the lessee surrendered them, whichever is earlier.

Mr. Malfitano points out that to constitute "rent reserved" under
Section 502(b)(6), charges arising from a lease must meet a
three-part test:

   (1) The Charge must:

          (a) be designated as "rent" or "additional rent" in the
              lease; or

          (b) be provided as the tenant's or lessee's obligation
              in the lease;

   (2) The Charge must be related to the value of the property of
       the lease thereon; and

   (3) The Charge must be properly classifiable as rent because
       it is a fixed, regular or periodic charge.

The Official Committee of Unsecured Creditors asserts that under
the three-part test, these are the only lease charges that can be
properly calculated into "rent reserved":

   (a) base rent as determined in each of the Leases;
   (b) various taxes pertaining to each of the Leases; and
   (c) insurance pertaining to each of the Leases.

Mr. Malfitano asserts that the charges asserted in the Lease
Rejection Claims, including utilities, legal expenses and other
unidentified property expenses must not be calculated into the
"rent reserved" under the Leases as those charges do not meet the
three-part test to constitute "rent reserved" under Section
502(b)(6).

Accordingly, the Committee objects to eight Lease Rejection
Claims and asks the Court to reduce the Claims to modified
amounts:

                                     Claim    Claim    Modified
Claimant                              No.     Amount    Amount
--------                             -----    ------   --------
BHX, LLC                             7141 $3,442,020 $1,930,151
Computervision Corp.                 7118    811,237    638,318
Concorde Associates, LLC             7028  1,411,833  1,005,335
Foundation Properties, Inc.          7064    813,081    138,708
Hale & Dorr                          6005    481,509    256,384
Prospect Hill Acquisition Trust      5743  5,540,985  1,066,630
Runnymede Gardens                    7059  1,041,887  1,026,243
Wayland Business Center Holdings     7091 16,368,377 12,316,657

The Committee also asks the Court to reclassify Runnymede
Gardens' Claim No. 7059 from secured to general unsecured status.
(Polaroid Bankruptcy News, Issue No. 48; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


PRIDE INT'L: Third-Quarter 2003 Results Enter Positive Territory
----------------------------------------------------------------
Pride International, Inc. (NYSE: PDE) reported net earnings for
the third quarter of 2003 of $28,494,000 on revenues of
$450,834,000.  For the same period in 2002, Pride reported a net
loss of $5,723,000 on revenues of $312,750,000.

For the nine-month period ended September 30, 2003, net earnings
were $13,831,000 on revenues of $1,254,870,000.  For the
corresponding nine-month period in 2002, Pride reported a net loss
of $9,927,000 on revenues of $920,791,000.

Results for the third quarter of 2003 include the following non-
recurring items:  (1) a net gain of $18,695,000, net of estimated
taxes, from amortization of a deferred gain relating to the
contractual upgrade of a land rig deployed to Kazakhstan; (2) a
charge of $3,992,000, net of estimated taxes, representing the
call premium on the early extinguishment of $150 million principal
amount of Pride's 9-3/8% Senior Notes due 2007; and (3) net losses
of $2,938,000, net of estimated taxes, from the Company's
technical services segment, as a result of additional estimated
losses on the construction of deepwater platform rigs on behalf of
two customers.  Results for the nine-month period ended
September 30, 2003 include the foregoing amounts as well as a
provision for additional net losses of $28,261,000, net of
estimated taxes, recognized in the second quarter of 2003,
relating to the deepwater platform rig construction projects.

In the Gulf of Mexico, operating results for the third quarter of
2003 improved substantially over the prior year period, due
primarily to the deployment to Mexico and startup of nine jackup
rigs, one platform rig and one semisubmersible rig subsequent to
the second quarter of 2002, as well as higher dayrates among our
jackup rigs operating in the U.S. Gulf of Mexico and increased
utilization and higher dayrates enjoyed by the Company's platform
rig fleet since May 2003.  Results for the quarter improved
sequentially over the second quarter of 2003, due primarily to
contributions from three jackups and one platform rig that
commenced operations in Mexico during the third quarter of 2003,
and increased utilization and higher dayrates for the Company's
platform rig fleet.  Average utilization of Pride's Gulf of Mexico
jackup fleet during the third quarter of 2003 increased to 72%
from 47% during the third quarter of 2002 and from 62% during the
second quarter of 2003. Average daily revenues per rig during the
third quarter of 2003 increased to $31,295, from $25,209 during
the prior year third quarter and $30,821 during the second quarter
of 2003.

Results from international offshore operations also increased from
the third quarter of 2002 and the second quarter of 2003.  Results
for the third quarter of 2003 benefited from the return to a full
quarter's operation of the jackup rig Pride Cabinda and the
tender-assisted rig Piranha following completion of special
periodic surveys, as well as essentially full utilization for the
jackup rig Pride Montana following downtime for maintenance and
repairs performed during the previous quarter, and the impact of a
new higher dayrate contract for the jackup rig Pride Pennsylvania.  
The improvement in results was partially offset by unexpected
downtime for two other semisubmersibles, due to unscheduled
repairs.

The Company's international land operations and E&P Services
segments also experienced improved results, due primarily to
markedly higher activity levels in Venezuela and Argentina, and
the operation of two large land rigs in Kazakhstan, one of which
commenced operations during the fourth quarter of 2002 and the
other in the third quarter of 2003.  In Kazakhstan, Pride
operates the two land rigs under contracts that required
substantial engineering, logistics and construction work to
modify, enhance and deploy the rigs in accordance with the
customer's specifications.  The company received up-front fees
that are being recognized over the period of drilling.
Approximately $23.9 million of such fees were recognized during
the third quarter of 2003.

Pride International, Inc. (Fitch, B+ Senior Unsecured Debt Rating,
Stable Outlook), headquartered in Houston, Texas, is one of the
world's largest drilling contractors.  The Company provides
onshore and offshore drilling and related services in more than 30
countries, operating a diverse fleet of 328 rigs, including two
ultra-deepwater drillships, 11 semisubmersible rigs, 35 jackup
rigs, and 29 tender-assisted, barge and platform rigs, as well as
251 land rigs.


PRIME RETAIL: Shareholders' Meeting Adjourned Until Tomorrow
------------------------------------------------------------
Prime Retail, Inc. (OTC Bulletin Board: PMRE, PMREP, PMREO)
announced that its special meeting of stockholders held on
Thursday, October 30, 2003, in Baltimore, Maryland has been
adjourned until tomorrow, 4:00 p.m., at 100 East Pratt Street,
Baltimore, Maryland, to provide stockholders with additional time
to cast their vote on the proposal to sell the Company.  

Before the adjournment of the Special Meeting, the common
stockholders approved an amendment to the Company's charter to
reduce the required vote of the common stockholders to approve a
merger from two-thirds to a majority.  The record date for the
Special Meeting remains September 23, 2003.

The proposal to approve the sale of the Company to an affiliate of
The Lightstone Group, LLC by means of a merger (the "Merger") must
be approved by the affirmative vote of the holders of at least
two-thirds of the outstanding shares of our series A preferred
stock and series B preferred stock, each voting separately as a
class, and a majority of the outstanding shares of our common
stock, voting separately as a class.

As of October 30, 2003, the percentage of outstanding shares which
had been voted by proxy or otherwise unvoted with respect to the
proposal to sell the Company was as follows:

                           For       Against   Abstain     Unvoted

Series A Preferred Stock  57.96%       5.82%    21.78%      14.44%
Series B Preferred Stock  76.95%       0.71%     0.23%      22.11%
Common Stock              52.06%       9.42%     0.29%      38.23%

The foregoing percentages are subject to change because, among
other things, proxies may be revoked at, or before, the Special
Meeting when reconvened.

Prime Retail is a self-administered, self-managed real estate
investment trust engaged in the ownership, leasing, marketing and
management of outlet centers throughout the United States.  Prime
Retail currently owns and/or manages 36 outlet centers totaling
approximately 10.2 million square feet of GLA.  Prime Retail also
owns 154,000 square feet of office space.  Prime Retail has been
an owner, operator and a developer of outlet centers since 1988.
For additional information, visit Prime Retail's Web site at
http://www.primeretail.com

                           *  *  *

As reported in the Troubled Company Reporter's August 18, 2003
edition, the Company's liquidity depends on cash provided by
operations and potential capital raising activities such as funds
obtained through borrowings, particularly refinancing of existing
debt, and cash generated through asset sales. Although the Company
believes that estimated cash flows from operations and potential
capital raising activities will be sufficient to satisfy its
scheduled debt service and other obligations and sustain its
operations for the next year, there can be no assurance that it
will be successful in obtaining the required amount of funds for
these items or that the terms of the potential capital raising
activities, if they should occur, will be as favorable as the
Company has experienced in prior periods.

During 2003, the Company's first mortgage and expansion loan (the
"Mega Deal Loan") is anticipated to mature with an optional
prepayment date on November 11, 2003. The Mega Deal Loan, which is
secured by a 13 property collateral pool, had an outstanding
principal balance of approximately $262.1 million as of June 30,
2003 and will require a balloon payment of $260.7 million at the
anticipated maturity date. If the Mega Deal Loan is not satisfied
on the optional prepayment date, its interest rate will increase
by 5.0% to 12.782% and all excess cash flow from the 13 property
collateral pool will be retained by the lender and applied to
principal after payment of interest. Certain restrictions have
been placed upon the Company with respect to refinancing the Mega
Deal Loan in the short term. If the Mega Deal Loan is not
refinanced, the loss of cash flow from the 13 property collateral
pool would eventually have severe consequences on the Company's
ability to fund its operations.

Based on the Company's discussions with various prospective
lenders, it believes a potential shortfall will likely occur with
respect to refinancing the Mega Deal Loan as the Company does not
currently intend to refinance all of the 13 assets. Nevertheless,
the Company believes this shortfall can be alleviated through
potential asset sales and/or other capital raising activities,
including the placement of mezzanine level debt and mortgage debt
on at least one of the assets the Company does not currently plan
on refinancing. The Company cautions that its assumptions are
based on current market conditions and, therefore, are subject to
various risks and uncertainties, including changes in economic
conditions which may adversely impact its ability to refinance the
Mega Deal Loan at favorable rates or in a timely and orderly
fashion and which may adversely impact the Company's ability to
consummate various asset sales or other capital raising
activities.

As previously announced, on July 8, 2003 an affiliate of The
Lightstone Group, LLC, a New Jersey-based real estate company, and
the Company entered into a merger agreement. In connection with
the execution of the Merger Agreement, certain restrictions were
placed on the Company with respect to the refinancing of the Mega
Deal Loan. Specifically, the Company is restricted from
negotiating or discussing the refinancing of the properties
securing the Mega Deal Loan with any lenders until September 15,
2003, at which time the Company is only able to enter into
refinancing discussions with certain enumerated lenders. After
November 11, 2003, the Company may seek refinancing from other
lenders. In addition, the Company is precluded from closing any
loans relating to the Mega Deal Loan until November 11, 2003. This
November 11, 2003 date may be extended until January 11, 2004, at
the election of Lightstone, if Lightstone elects prior to
September 15, 2003 to (i) pay (A) one-half of the additional
interest incurred by the Company between November 11, 2003 and
December 31, 2003, and (B) all of the additional interest incurred
by the Company between January 1, 2004 and January 11, 2004, if so
extended, in respect of the Mega Deal Loan and (ii) loan the
Company any shortfall in cash flow that results from the excess
cash flow restrictions (all excess cash flow from the 13 property
collateral pool will be retained by the lender and applied to
principal after payment of interest) under the Mega Deal Loan that
become effective on November 11, 2003 and thereafter until the
Mega Deal Loan is paid in full.

In addition to the restrictions with respect to the refinancing of
the Mega Deal Loan, pursuant to the terms of the Merger Agreement,
the Company has also agreed to certain conditions pending the
closing of the proposed transaction. These conditions provide for
certain restrictions with respect to the Company's operating and
refinancing activities. These restrictions could adversely affect
the Company's liquidity in addition to its ability to refinance
the Mega Deal Loan in a timely and orderly fashion.

If the Merger Agreement is terminated under certain circumstances,
the Company would be required to make payments to Lightstone
ranging from $3.5 million to $6.0 million which could adversely
affect the Company's liquidity.

In connection with the completion of the sale of six outlet
centers in July 2002, the Company guaranteed to FRIT PRT Bridge
Acquisition LLC (i) a 13% return on its $17.2 million of invested
capital, and (ii) the full return of its invested capital by
December 31, 2003. As of June 30, 2003, the Mandatory Redemption
Obligation was approximately $14.9 million.

The Company continues to seek to generate additional liquidity to
repay the Mandatory Redemption Obligation through (i) the sale of
FRIT's ownership interest in the Bridge Properties and/or (ii) the
placement of additional indebtedness on the Bridge Properties.
There can be no assurance that the Company will be able to
complete such capital raising activities by December 31, 2003 or
that such capital raising activities, if they should occur, will
generate sufficient proceeds to repay the Mandatory Redemption
Obligation in full. Failure to repay the Mandatory Redemption
Obligation by December 31, 2003 would constitute a default, which
would enable FRIT to exercise its rights with respect to the
collateral pledged as security to the guarantee, including some of
the Company's partnership interests in the 13 property collateral
pool under the aforementioned Mega Deal Loan. Because the
Mandatory Redemption Obligation is secured by some of the
Company's partnership interests in the 13 property collateral pool
under the Mega Deal Loan, the Company may be required to repay the
Mandatory Redemption Obligation before, or in connection with, the
refinancing of the Mega Deal Loan. Additionally, any change in
control with respect to the Company accelerates the Mandatory
Redemption Obligation.

In connection with the execution of the Merger Agreement,
Lightstone has agreed to provide sufficient financing, if
necessary, to repay the Mandatory Redemption Obligation in full at
its maturity. The new financing would be at substantially similar
economic terms and conditions as those currently in place for the
Mandatory Redemption Obligation and would have a one-year term.

The Company has fixed rate tax-exempt revenue bonds collateralized
by properties located in Chattanooga, Tennessee which contain (i)
certain covenants, including a minimum debt-service coverage ratio
financial covenant and (ii) cross-default provisions with respect
to certain of its other credit agreements. Based on the operations
of the collateral properties, the Company was not in compliance
with the Financial Covenant for the quarters ended June 30,
September 30 and December 31, 2002. In the event of non-compliance
with the Financial Covenant or default, the holders of the
Chattanooga Bonds had the ability to put such obligations to the
Company at a price equal to par plus accrued interest. On January
31, 2003, the Company entered into an agreement with the
Bondholders. The Forbearance Agreement provides amendments to the
underlying loan and other agreements that enable the Company to be
in compliance with various financial covenants, including the
Financial Covenant. So long as the Company continues to comply
with the provisions of the Forbearance Agreement and is not
otherwise in default of the underlying loan and other documents
through December 31, 2004, the revised financial covenants will
govern. Additionally, certain quarterly tested financial covenants
and other covenants become effective June 30, 2004. Pursuant to
the terms of the Forbearance Agreement, the Company was required
to fund $1.0 million into an escrow account to be used for
conversion of certain of the retail space in the collateral
properties to office space and agreed that an event of default
with respect to the other debt obligations related to the property
would also constitute a default under the Chattanooga Bonds. The
Company funded this required escrow in February 2003. The
outstanding balance of the Chattanooga Bonds was approximately
$17.9 million as of June 30, 2003.

With respect to the Chattanooga Bonds, based on the Company's
current projections, it believes it will not be compliance with
certain quarterly tested financial covenants when they become
effective on June 30, 2004 which would enable the Bondholders to
elect to put the Chattanooga Bonds to the Company at their par
amount plus accrued interest. The Company continues to explore
opportunities to (i) obtain alternative financing from other
financial institutions, (ii) sell the properties securing the
Chattanooga Bonds and (iii) explore other possible capital
transactions in order to generate cash to repay the Chattanooga
Bonds. There can be no assurance that the Company will be able to
complete any such activity sufficient to repay the amount
outstanding under the Chattanooga Bonds in the event the
Bondholders are able and elect to exercise their put rights.

These conditions raise substantial doubt about the Company's
ability to continue as a going concern.


QUANTA SERVICES: S&P Assigns Lower-B Level Corp. Credit Rating
--------------------------------------------------------------  
Standard & Poor's Ratings Services assigned a 'BB-' corporate
credit rating to Quanta Services Inc. At the same time, Standard &
Poor's assigned a 'BB-' to Quanta's proposed $200 million senior
secured credit facilities, and a 'B' rating to the $270 million
convertible subordinated debentures recently issued under SEC Rule
144A. Proceeds from these transactions are being used to refinance
debt and to collateralize letters of credit. The rating outlook is
stable.

Quanta provides specialized contracting services offering end-to-
end network services to the electric power, gas, and telecom and
cable industries. Headquartered in Houston, Texas, the company had
total debt (including present value of operating leases) of $427
million at June 30, 2003.

"The ratings reflect Quanta's highly leveraged financial profile,
aggressive financial policies, and fair liquidity, tempered by its
leading positions in large, cyclical end markets," said Standard &
Poor's credit analyst Heather Henyon. Because of declining telecom
and cable market conditions and soft energy markets, Quanta has
shifted its business focus from telecom and cable (21% of revenue
in 2003, from 58% in 2000) to electric power and gas (62% of
revenue in 2003, from 28% in 2000). Standard & Poor's expects
limited growth in the energy infrastructure sector in the near
term, although over time, gradual improvement should occur from
transmission and distribution work and from outsourcing trends.

The bank loan facilities will be secured by all of the capital
stock of Quanta's domestic subsidiaries (direct or indirect) and
some of the capital stock of Quanta's foreign subsidiaries, as
well as by all of Quanta's other present and future assets and
properties. The revolving credit facility matures in 2007, while
the term loan matures in 2008.

Leading market positions, an improving cost structure, and the
expectation of free cash flow generation limit downside ratings
risk. An aggressive financial profile and policies, and
participation in markets with above-average risks constrain upside
rating potential.


QUEBECOR MEDIA: Third-Quarter 2003 Results Reflect Strong Growth
----------------------------------------------------------------
Quebecor Media Inc.'s revenues climbed $17.7 million (3.4%) to
$542.4 million in the third quarter of 2003, compared with $524.7
million in the same quarter of 2002. The increase was driven by
higher revenues in the Cable Television segment, spearheaded by
increases of 43.3% in revenues from Internet access services and
45.4% in revenues from the illico digital television service.
Operating income amounted to $147.4 million, compared with $128.9
million in the same period last year, an increase of $18.5 million
(14.4%). Operating income rose $14.5 million or 22.7% in the Cable
Television segment and $3.6 million or 7.7% in the Newspapers
segment. The Web Integration/Technology and Internet/Portals
segments were both operating income positive in the third quarter
of 2003, whereas they reported operating losses in the same period
of 2002.

The Company recorded net income of $2.8 million in the quarter,
compared with a net loss de $18.6 million in the same quarter of
2002. The $21.4 million improvement was mainly caused by the
increase in operating income and significantly lower financial
expenses. Financial expenses decreased $11.0 million from $87.1
million in the third quarter of 2002 to $76.1 million in the third
quarter of 2003, due primarily to lower debt levels and the
unfavourable impact of the conversion of the unhedged portion of
the long-term debt in 2002. During the third quarter of 2002, the
Company recorded reserves for restructuring of operations and
other charges of $3.7 million, compared with $0.2 million in the
same quarter of 2003.

On a year-to-date basis, Quebecor Media's revenues total $1.68
billion, compared with $1.64 billion at the same point last year,
an increase of $39.9 million. Operating income is up $44.7 million
(10.8%) to $459.9 million. Net income is $35.0 million, compared
with a net loss of $40.2 million in 2002. The higher year-to-date
revenues, operating income and net income were due to essentially
the same factors as the increases in the third quarter results, as
well as the recording in 2002 of a $12.9 million write-down of
temporary investments and other assets, and an $8.9 million write-
down of goodwill.

On October 8, 2003, Videotron ltee completed the refinancing of
its term credit facilities by means of a private placement of
6-7/8% Senior Notes due January 15, 2014 with a face value of
US$335 million, as well as new bank credit facilities consisting
of a five-year $100 million revolving credit facility and a five-
year $368 million term loan. By virtue of this refinancing,
Videotron has extended the maturity date of its long-term debt and
significantly reduced its short-term debt repayment requirements.
The coupon rate on its Senior Notes was one of the lowest among
similar offerings in the industry, testifying to Videotron's solid
financial position and strong operational performance. Following
the refinancing, Standard & Poor's upgraded the corporate credit
rating of Quebecor Media.

                       Cable Television

The Cable Television segment reported total revenues of $197.1
million for the quarter, compared with $183.7 million in the same
quarter of 2002, an increase of $13.4 million (7.3%). Revenue
increases of 43.3% ($14.2 million) from Internet access services
and 45.4% ($6.4 million) from the illico digital television
service outweighed a decrease in revenues from analog cable
television and other services. The revenues of Le SuperClub
Videotron ltee rose 7.6%, largely as a result of increased in-
store retail sales. The higher revenues from Internet services and
illico were primarily due to a substantial increase in the
customer base, combined with higher rates. Between September 30,
2002 and September 30, 2003, the number of subscribers to the
cable Internet service increased 35% from 281,000 to 379,000. At
the end of the third quarter of 2003, there were 213,000
subscribers to illico, 36% more than at the same time last year.
Monthly ARPU (average revenue per user) rose a substantial 10.3%
to $43.93 as of September 30, 2003, compared with $39.84 one year
earlier.

It is noteworthy that Videotron registered a net increase in
subscriptions to its cable television services during the third
quarter of 2003 for the first time since the third quarter of
2001, exactly two years ago. Videotron signed up 19,000 new
customers for illico and lost 8,000 subscribers to its analog
cable services for a net gain of 11,000 customers.

Operating income in the Cable Television segment rose by $14.5
million, or 22.7%, to $78.5 million, compared with $64.0 million
in the third quarter of 2002. The increase resulted primarily from
the growth in the customer base for the high-speed Internet access
service and for illico, the rate increases for Internet services,
as well as the renegotiation of the service agreement with
Videotron Telecom ltee, which had a positive impact on the profit
margin. Videotron's profit margin increased to 39.8%, compared
with 34.8% one year earlier.

Videotron generated free cash flow from operations of $18.1
million during the quarter, compared with $16.0 million in the
same quarter of 2002. It should be noted that the impact of the
net change in non-cash balances related to operations reduced free
cash flow from operations by $23.3 million in the third quarter of
2003, whereas the impact was positive by $1.4 million in 2002. On
a year-to-date basis, free cash flow from operations decreased
from $57.6 million in 2002 to $19.2 million in 2003. The impact of
the net change in non-cash balances related to operations reduced
year-to-date free cash flow from operations by $91.8 million,
whereas it was positive by $6.2 million at the same point last
year. Videotron's capacity to generate free cash flow from
operations, first demonstrated in early 2001, was maintained, as
Table 1 below shows. Key financial ratios (debt/operating income,
interest coverage) continued to show improvement during the
quarter; by these measures, Videotron ranks first in the industry
in Canada and among the leaders in North America.

During the first three quarters of 2003, Videotron generated
revenues of $582.8 million, compared with $562.9 million in the
same period last year. Operating income increased by $31.8 million
(16.2%) to $228.7 million.

                            Newspapers

Sun Media Corporation reported quarterly revenues of $199.5
million, an increase of $4.4 million (2.3%) from the same quarter
of 2002. Advertising and distribution revenues rose 2.7% and 6.9%
respectively, more than compensating for a 0.9% decrease in
circulation revenues. Operating income increased $3.6 million, or
7.7%, to $50.4 million, compared with $46.8 million in the same
period last year. The operating margin was 25.3% in the third
quarter of 2003, compared with 24.0% last year.

Sun Media Corporation generated free cash flow from operations of
$56.7 million in the third quarter of 2003, compared with $54.9
million in the same period last year (Table 2). In addition,
proceeds from the disposal of businesses in the amount of $22.4
million were realized in the second quarter of 2003 as a result of
the sale of assets in Florida and British Columbia. Sun Media
Corporation continues to post operating margins that are among the
best in the industry in Canada.

In the first three quarters of 2003, revenues totalled $620.7
million, compared with $608.5 million in the same period of 2002,
a $12.2 million (2.0%) increase. Operating income amounted to
$159.1 million, compared with $153.9 million last year, an
increase of $5.2 million (3.4%).

During the quarter, Sun Media Corporation launched two new weekly
inserts in the Saturday edition of Le Journal de Montreal
distributed in the Sherbrooke and Trois-Rivieres regional markets.

                          Broadcasting

TVA Group Inc. recorded third quarter revenues of $67.2 million,
compared with $68.1 million in the same quarter of 2002. Revenues
from broadcasting operations rose $2.8 million (6.4%) as a result
of increased viewing hours, higher advertising volumes and rates,
and the full inclusion of the revenues of HSS Canada, operator of
the Boutique TVA teleshopping service, since May 2003 (TVA Group
previously held a 50% interest). The strong results posted by
broadcasting operations did not entirely offset a decrease in
distribution revenues as a result of TVA Group's repositioning in
that field, and a decrease in publishing revenues due to lower
newsstand sales of magazines. Operating income was $11.7 million,
compared with $13.0 million in the third quarter of 2002.

During the first three quarters of 2003, the Broadcasting
segment's revenues amounted to $243.9 million, an increase of
$17.8 million or 7.9%. Operating income grew 10.0% to $52.9
million, primarily as a result of the increase in broadcasting
revenues, as well as the inclusion of Publicor's results since its
acquisition by TVA Publishing Inc. in May 2002 and increased
magazine sales propelled by the Star Academie phenomenon.

The BBM People Meter ratings for the summer 2003 season again
confirmed TVA's lead over its main rivals. TVA had 8 of the top 10
programs, 13 of the top 20, and 22 of the top 30.

                     Leisure and Entertainment

The Leisure and Entertainment segment's revenues rose $3.0 million
(6.4%) to $49.9 million, compared with $46.9 million in the same
quarter of 2002. The revenues of Archambault Group Inc. grew
16.1%. Sales at Archambault retail outlets increased 11.5%, partly
as a result of the addition of new points of sale. Revenues from
exclusive distribution (Select) and wholesale distribution grew
37.0%; the success of the Star Academie DVD was one of the factors
in the strong results. These revenue increases were partially
offset by a decrease in revenues in the Books division, caused
mainly by the sale of the legal publishing house Wilson & Lafleur
at the end of 2002. The segment generated operating income of $4.9
million, compared with $4.8 million in the same period of 2002.

For the first nine months of 2003, the Leisure and Entertainment
segment's revenues totalled $135.8 million, compared with $140.3
million in the same period of 2002. Operating income was virtually
unchanged at $8.7 million, compared with $8.6 million during the
same period last year.

                    Business Telecommunications

Videotron Telecom ltee posted third quarter revenues of $18.2
million, compared with $21.2 million in the same period last year.
The difference was primarily due to the decrease in Internet-
related revenues as a result of the renegotiation of the services
agreement with Videotron and other factors. Operating income was
$2.4 million, compared with $3.1 million in the third quarter of
2002. The decline was caused by the decreased revenues, lower
profit margins resulting from the unfavourable market conditions,
and lower capitalization.

For the first nine months of the 2003 financial year, VTL's
revenues decreased by $7.2 million to $60.1 million. Operating
income was $11.6 million, compared with $19.4 million in the first
three quarters of 2002.

                    Web Integration/Technology

The Web Integration/Technology segment recorded revenues of $14.8
million in the quarter, compared with $17.0 million in the same
period of 2002. The decrease reflects soft demand in the IT and
Internet advertising markets, and lower revenues at subsidiary
Mindready Solutions Inc. The segment generated operating income of
$0.3 million, compared with an operating loss of $0.8 million in
the same quarter of 2002. The turnaround was mainly due to
improved results at Mindready Solutions, which generated operating
income of $162,000, compared with a loss of $1.0 million in 2002.
Nurun Inc.'s e-Business Services segment reported operating income
of $163,000; e-Business Services has now been operating income
positive for six consecutive quarters. Nurun's Montreal, Paris,
Milan and Toronto offices all improved their profitability.

During the first three quarters of 2003, revenues were $49.2
million, compared with $55.6 million in 2002. The segment turned
around its numbers, generating operating income of $0.2 million
for the year to date, compared with a loss of $9.3 million at the
same point last year. The reduction in Mindready Solutions'
operating expenses accounted for its improved profitability.
Mindready Solutions' 2002 results were affected by a write-down of
current assets and a charge for unoccupied office space.

                       Internet/Portals

The Internet/Portals segment reported total revenues of $6.4
million in the quarter, compared with $6.8 million in the same
quarter of 2002. Revenues increased at the general-interest
portals, held steady at the special-interest portals, and
decreased at consulting subsidiary Progisia due to adverse market
conditions. The segment generated operating income of $0.5
million, compared with a $0.1 million loss in the same period of
2002. The healthy results stem from successful restructuring
measures, which improved the profitability of the general-interest
portals, and the favourable impact of the closing of the European
portals. The positive earnings trend begun in the second quarter
of 2003 continued as Netgraphe Inc. recorded positive net income
for the second consecutive quarter and for the year to date.

During the first three quarters of 2003, Netgraphe's revenues
totalled $20.2 million, compared with $20.9 million in 2002.
Operating income amounted to $1.6 million, compared with a loss of
$2.8 million in 2002, a $4.4 million improvement.

Netgraphe hosted the Web sites of two popular TVA fall programs,
Occupation double and Les Auditions de Star Academie, during the
quarter.

                       Financial Position

Quebecor Media's consolidated long-term debt (excluding redeemable
preferred shares) and consolidated bank debt were reduced by
$701.4 million in the first three quarters of 2003. The reduction
reflects the repayment of the $429.0 million term loan that came
due in April 2003 and the positive impact of exchange rate
fluctuations on the value of the portion of the debt denominated
in foreign currency.

As a result of the appreciation of the Canadian dollar against the
US dollar in 2003, the Company and its Videotron subsidiary had to
make pre-payments in the amounts of $113.6 million and $13.5
million respectively during the first nine months of the year
under certain cross-currency swap arrangements. They may have to
make further disbursements in the future. The pre-payments are
offset by equal reductions in the Company's commitments under the
agreements. The payments were financed from the Company's cash
assets and from the bank credit facilities of the Company and its
subsidiary.

At September 30, 2003, the Company and its wholly owned
subsidiaries had cash, cash equivalents and liquid investments
with remaining maturities greater than three months totalling
$245.2 million, consisting mainly of short-term investments. The
Company and its wholly owned subsidiaries also had unused lines of
credit of $229.3 million available, for total available liquid
assets of $474.5 million. On the same date, the consolidated debt,
including the short-term portion of the long-term debt, totalled
$2.80 billion. This figure includes Sun Media Corporation's $571.6
million debt, Videotron's $874.1 million debt and TVA Group's
$27.2 million debt, as well as Quebecor Media Senior Notes in an
aggregate amount of $1.23 billion and Quebecor Media's $97.0
million revolving credit facility.

Quebecor Media Inc. (S&P, B+ Long-term Corporate Credit Rating,
Stable Outlook), a subsidiary of Quebecor Inc. (TSX: QBR.A,
QBR.B), operates in Canada, the United States, France, Italy and
the UK. It is engaged in newspaper publishing (Sun Media
Corporation), cable television (Videotron ltee), broadcasting (TVA
Group Inc.), Web integration and technology (Nurun Inc. and
Mindready Solutions Inc.), Internet portals (Netgraphe Inc.),
magazines (TVA Publishing Inc.), books (half a dozen associated
publishing houses), distribution and retailing of cultural
products (Archambault Group Inc. and Le SuperClub Videotron ltee)
and business telecommunications (Videotron Telecom ltee).


RADIO UNICA: Files Chapter 11 Petition & Bondholder-Backed Plan
---------------------------------------------------------------
Radio Unica Communications Corp. (OTC Bulletin Board: UNCA) and
certain of its subsidiaries (excluding Mass Promotions, Inc.),
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code.  The filing was made on Friday in the U.S.
Bankruptcy Court for the Southern District of New York in order to
implement the previously announced sale of its station group and
related assets to Multicultural Broadcasting, Inc. and its plan to
separately sell its radio network and promotions company.

Under the Multicultural agreement the Company will receive
approximately $150 million in cash for its radio stations.
Completion of the transaction is subject to bankruptcy court
approval, regulatory approvals and other conditions. It is
expected that the transaction will be completed by the second
quarter of 2004.

Under the prepackaged bankruptcy plan holders of the Company's 11-
3/4% Senior Discount Notes will receive approximately $700 in cash
per $1,000 principal amount, all other creditors would receive
100% of their claims, and stockholders would receive the remainder
currently estimated to be between $0.47 and $1.03 per share.  
Holders of 100% of the Company's outstanding Senior Discount
Notes, the only class of creditors impaired by the plan, have
voted to support the transaction and the prepackaged bankruptcy.

Mass Promotions, Inc. has not filed for bankruptcy.

Radio Unica will continue to broadcast its Spanish language
programming and otherwise operate its business in the normal
course through the closing of these transactions.

           About Radio Unica Communications Corp.

Radio Unica Communications Corp. is based in Miami, Florida and
its operations include the Radio Unica Network and an owned and/or
operated station group covering U.S. Hispanic markets including
Los Angeles, New York, Miami, San Francisco, Chicago, Houston, San
Antonio, McAllen, Dallas, Fresno, Phoenix, Sacramento, and Tucson.


RADIO UNICA COMMS: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Radio Unica Communications Corp.
             8400 NW 52nd Street
             Miami, Florida 33166
             aka Radio Unica

Bankruptcy Case No.: 03-16837

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Radio Unica of New York, Inc.              03-16835
        Radio Unica Corp.                          03-16836
        Blaya, Inc.                                03-16838
        Oro Spanish Broadcasting, Inc.             03-16839
        Radio Unica Network, Inc.                  03-16840
        Radio Unica of Chicago, Inc.               03-16841
        Radio Unica of Chicago License Corp.       03-16842
        Radio Unica of Dallas, Inc.                03-16843
        Radio Unica of Dallas License Corp.        03-16844
        Radio Unica of Denver, Inc.                03-16845
        Radio Unica of Denver License Corp.        03-16846
        Radio Unica of Fresno, Inc.                03-16847
        Radio Unica of Fresno License Corp.        03-16848
        Radio Unica of Houston License Corp.       03-16849
        Radio Unica of Los Angeles, Inc.           03-16850
        Radio Unica of Los Angeles License Corp.   03-16851
        Radio Unica of McAllen, Inc.               03-16852
        Radio Unica of McAllen License Corp.       03-16853
        Radio Unica of Miami, Inc.                 03-16854
        Radio Unica of Miami License Corp.         03-16855
        Radio Unica of New York License Corp.      03-16856
        Radio Unica of Phoenix, Inc.               03-16857
        Radio Unica of Phoenix License Corp.       03-16858
        Radio Unica of Sacramento, Inc.            03-16859
        Radio Unica of Sacramento License Corp.    03-16860
        Radio Unica of San Antonio, Inc.           03-16861
        Radio Unica of San Antonio License Corp.   03-16862
        Radio Unica of San Diego, Inc.             03-16863
        Radio Unica of San Diego License Corp.     03-16864
        Radio Unica of San Francisco, Inc.         03-16865
        Radio Unica of San Francisco License Corp. 03-16866
        Radio Unica Sales Corp.                    03-16867
        Radio Unica of Tucson, Inc.                03-16868
        Radio Unica of Tucson License Corp.        03-16869
        Unicalibros Publishing Corp.               03-16870

Type of Business: Radio Unica Communications Corp. is the only
                  national Spanish-language AM radio network in
                  the U.S., broadcasting 24-hours a day, 7-days a
                  week.

Chapter 11 Petition Date: October 31, 2003

Court: Southern District of New York (Manhattan)

Judge: Cornelius Blackshear

Debtors' Counsel: Bennett Scott Silverberg, Esq.
                  J. Gregory Milmoe, Esq.
                  Skadden Arps Slate Meagher & Flom, LLP
                  4 Times Square 26416
                  New York, NY 10036
                  Tel: 212-735-2153
                  Fax: 917-777-2153

Total Assets: $152,731,759

Total Debts: $183,254,159

Debtors' 30 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Wilmington Trust Co.        11-3/4% Sr. Discount  $162,732,835
1100 North Market Street
Wilmington, DE 19890

T. Rowe Price Associates,   
Inc.
Attn: Paul Karpers
100 East Pratt Street
Baltimore, MD 21209-1009

Merrill Lynch Investment
Attn: Greg Spencer
800 Seudders Mill Road,
Area 16
Plainboro, NJ 08536

Mackay Shields   
Attn: Don Morgan
9 West 57th Street
New York, NY 10019             

Continental Casualty Co
c/o Loews Corporation
Attn: David Retchek
667 Madison Avenue
7th Floor
High Yield
New York, NY 15021-8007

Canyon Capital Advisors LLC
Attn: Josh Friedman
9665 Wishire Boulevard
Suite 200
Beverly Hills, CA 90212

Harbert Management Corp.         
Attn: John D'Angelo
555 Madison Avenue
20th Floor
New York, NY 10022

BMI Radio                   Accounts Payable           $24,651

Devries Public Relations    Accounts Payable           $16,340

RFM Construction, Inc.      Accounts Payable           $11,500

Major League Soccer, Inc.   Accounts Payable           $10,800

Qwest                       Internet Services Contract $10,337

Beazer Home                 Accounts Payable            $9,375

Broadcast Works             Accounts Payable            $7,715

State of the Art            Accounts Payable            $4,052

Quality Management          Accounts Payable            $4,000
Resources               

Worldcom                    Accounts Payable            $3,748

McCarthy Radio Engineering  Accounts Payable            $3,422

Trophies by Creative        Accounts Payable            $2,422
Advertising     

Climadata Corporation       Accounts Payable            $2,325

Rekplex                     Accounts Payable            $2,000

National Exposition         Accounts Payable            $1,040
Services     

Potomac Instruments, Inc.   Accounts Payable            $1,715

Meyer, Karl                 Accounts Payable            $1,683

Citicorp Vendor Finance,    Accounts Payable            $1,615
Inc.      

Crianza, Jeff               Accounts Payable            $1,500

Stanley Stuart Yoffee &     Accounts Payable            $1,500
H, Inc.

Brainford Communications    Accounts Payable            $1,481

DGI                         Accounts Payable            $1,466

Jenkins, William            Accounts Payable            $1,439

Recording Media &           Accounts Payable            $1,340
Equipment


RAILAMERICA INC: Sept. 30 Working Capital Deficit Tops $11 Mill.
----------------------------------------------------------------
RailAmerica, Inc. (NYSE:RRA) reported third quarter 2003 earnings
of $7.1 million from continuing operations, compared to $6.2
million for the same period in 2002. The Company has adopted a
plan to sell its Australian railroad, Freight Australia.
Accordingly, the results of this subsidiary are included in
discontinued operations for all periods presented.

Consolidated revenue from continuing operations for the third
quarter ended September 30, 2003 increased 7.5%, or $6.4 million,
to $91.2 million, from $84.8 million in 2002. Operating income for
the third quarter of 2003 increased 20% to $20.5 million, compared
to $17.1 million in 2002. Net income for the 2003 third quarter
was $4.2 million, compared to $5.9 million in 2002. The Australian
drought negatively impacted earnings by $0.06 per share in the
quarter ended September 30, 2003 compared to the quarter ended
September 30, 2002. The 2002 results included $1.1 million of
restructuring charges, net-of-tax.

At September 30, 2003, the Company's balance sheet shows that its
total current liabilities exceeded its total current assets by
about $11 million.

Gary O. Marino, Chairman, President and Chief Executive Officer of
RailAmerica, said, "We have made a strategic decision to divest
our International operations and focus our efforts on North
America. We have several qualified buyers looking at Freight
Australia and believe the timing is right to effect a sale of the
Company as the outlook for grain recovery in Australia for fiscal
year 2004 is quite positive, and a near record grain harvest is
anticipated."

In North America, the Company's acquisitions of the Mobile,
Alabama line and the Colorado-based San Luis & Rio Grande
Railroad, the strengthening Canadian Dollar and strong
agricultural and coal volumes led to a 7.5% increase in revenue.
Revenue increased 2% on a "same railroad" basis. As a result of
higher fuel and health insurance costs, the North American
operating ratio for the third quarter of 2003 was 75.4%, compared
to 74.5% in the third quarter of 2002.

Marino added, "We are quite pleased with the results of our North
American operations this quarter despite the challenges of the
economy and higher fuel and health insurance costs. We have
successfully integrated our two most recent acquisitions and
believe these acquisitions, coupled with the improving business
climate, should enable RailAmerica to continue to improve the
results of its North American operations."

Freight Australia's operating loss for the 2003 third quarter was
$2.2 million compared to operating income of $0.8 million for the
same period in 2002. As a result of the Australian drought, grain
tonnage was down 57% in the most recent quarter compared to the
same period in 2002.

Michael J. Howe, Senior Vice President and CFO, said, "Our focus
remains on strengthening the Company's balance sheet and improving
our financial fundamentals, including our debt ratios. The net
debt-to-capital ratio at September 30, 2003 was 60%, compared to
64% at December 31, 2002 (net debt includes the Australian debt
which is classified in discontinued operations). We expect that
the proceeds from our international divestitures could be used to
significantly increase liquidity and improve our capital structure
to achieve our goal of a 50% debt-to-capital ratio, much earlier
than we originally forecasted. We are particularly pleased that
shareholders' equity rose 24% to $346 million at September 30,
2003 from $279 million at year-end 2002."

Marino concluded, "The acquisition environment in North America is
stronger than it has been in recent years with several Class I
railroads and private rail owners looking to divest of
branch/short line rail properties. We believe the anticipated sale
of our international railroads positions RailAmerica to take
advantage of strategic opportunities as they become available in
North America."

RailAmerica, Inc. (NYSE:RRA) (S&P, BB- Corporate Credit Rating,
Stable) is the world's largest short line and regional railroad
operator with 50 railroads operating approximately 17,700 miles in
the United States, Canada, Australia, Chile and Argentina,
including track access arrangements. The Company is a member of
the Russell 2000(R) Index. Its Web site may be found at
http://www.railamerica.com  


REUNION IND.: Brings-In Mahoney Cohen as New Independent Auditor
----------------------------------------------------------------
In its letter to Reunion Industries, Inc. dated
September 30, 2003, Wiss & Company, LLP, the Company's then
independent accountants, informed Reunion Industries of its
decision to discontinue providing audit services to companies with
the United States Securities and Exchange Commission.

Having only provided financial statement review services to
Reunion Industries relating to the filing of its Quarterly Report
on Form 10-Q for the period ended June 30, 2003 as filed with the
SEC on August 14, 2003, Wiss & Company, LLP did not issue any
reports on the financial statements of the Company for the past
two fiscal years.

Effective on October 28, 2003, Reunion Industries engaged Mahoney
Cohen & Company, CPA, P.C., as its new independent accountants.  
The selection of Mahoney by the Company was based on several
factors, including the departure to Mahoney from the previous
independent accountants of the audit engagement management
formerly responsible for providing auditing services to Reunion
Industries and the Company's desire to maintain continuity of
engagement staffing.  Prior to their appointment as independent
accountants, Mahoney Cohen & Company, CPA, P.C., had not been
consulted by Reunion Industries on any matters.

At June 30, 2003, the company's total shareholders' equity deficit
tops $32.2 million.


ROUGE INDUSTRIES: Retains Clifford Chance as Special Counsel
------------------------------------------------------------
Rouge Industries, Inc., along with its debtor-affiliates, seeks to
hire and retain Clifford Chance US LLP as Special Counsel while
restructuring under chapter 11.

The Debtors tell the U.S. Bankruptcy Court for the District of
Delaware that they want to employ Clifford Chance because of the
firm's prepetition experience with and knowledge of the Debtors
and their businesses.

Specifically, the Debtors will require Clifford Chance to render
services including:

     a) advising the Debtors and assisting Section 327(a)
        Counsel in connection with corporate transactions,
        including those contemplated by any plan or plans of
        reorganization (which may include, among other things,
        the design and issuance of new securities, the infusion
        of additional capital and one or more merger and
        acquisition transactions), and the evaluation of
        unexpired leases and executory contracts;

     b) advising the Debtors and assisting Section 327(a)
        Counsel in connection with the Debtors' post-petition
        financing and cash collateral arrangements and
        negotiating and drafting documents relating thereto;

     c) advising the Debtors and assisting Section 327(a)
        Counsel in negotiating and drafting plans of
        reorganization and in connection with the D obligations,
        including advising the Debtors and assisting Section
        327(a) Counsel with respect to continuing disclosure and
        reporting obligations under securities laws and drafting
        a disclosure statement to accompany a plan of
        reorganization;

     d) advising the Debtors and assisting Section 327(a)
        Counsel with respect to general corporate legal issues
        arising in the Debtors' ordinary course of bus ness,
        including attendance at senior management meetings and
        meetings of the board of directors and advising the
        Debtors on employee, environmental, insurance,
        securities and regulatory natters;

     e) attending meetings and participating in negotiations
        with respect to the above matters;

     f) representing the Debtors and, to the extent no
        divergence of interest exists, the directors and
        officers thereof in connection with litigation, if any,
        relating to securities law or corporate governance
        issues and related indemnification claims;

     g) appearing before this Court, any district or appellate
        courts, and the U.S. Trustee with respect to the matters
        referred to above; and
     
     h) performing all other necessary legal services and
        providing all other necessary legal advice to the
        Debtors in connection with or related to the matters
        referred to above.

G. David Brinton, Esq., reports that the hourly rates charged by
Clifford Chance in exchange for its services range from:

     Partners                             $575 to $725 per hour
     Counsel and Consultants              $289 to $590 per hour
     Associations                         $145 to $490 per our
     Legal Assistants and Support Staff   $55 to $215 per hour

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


SAFETY-KLEEN CORP: Court Okays Myers, et al., Settlement Pact
-------------------------------------------------------------
A settlement has been reached among each of S. D. Myers, Inc.,
Dana Stanley Myers, Scott David Myers, Seth James Myers, and David
Paul Myers, and the Safety-Kleen Corp. Debtors.

The Settlement resolves actual disputes and controversies that, if
permitted to continue, could involve additional time-consuming and
expensive legal proceedings, expose the Debtors to significant
litigation costs and the risk that the Debtors would be liable for
the a $1,450,000 administrative claim.

Accordingly, the Debtors sought and obtained Judge Walsh's
approval for the settlement agreement with S.D. Myers, et al.,
which resolves the amount of all claims filed by S.D. Myers, the
treatment of such claims under the Plan, and the Debtors'
adversary proceeding against S.D. Myers.

                      The Settlement

The most significant terms and conditions of the Settlement are:

       (1) Allowed Claim.  S.D. Myers will have an Allowed
           Class 7 Subsidiary General Unsecured Claim in the
           case of Safety-Kleen (PPM), Inc., for $1,250,000;

       (2) Payment.  S.D. Myers will seek payment of the
           Allowed Claim only through the Plan;

       (3) Claims Expunged.  All claims, other than the Allowed
           Claim, will be expunged;

       (4) Dismissal Of Adversary Proceeding.  The Adversary
           Proceeding will be dismissed with prejudice;

       (5) Payment to S.D. Myers.  The Debtors will pay $200,000
           to S.D. Myers; and

       (6) Mutual Releases.  Other than the obligations in
           the Settlement, the parties exchange mutual releases.
           (Safety-Kleen Bankruptcy News, Issue No. 67; Bankruptcy
           Creditors' Service, Inc., 609/392-0900)    


SECURITY CAPITAL: Possible Dreams Unit Files for Chap. 11 Relief
----------------------------------------------------------------
On October 22, 2003, Possible Dreams, Ltd., a subsidiary of
Security Capital Corporation, filed for protection under Chapter
11 of the Bankruptcy Code in the United States Bankruptcy Court
for the Eastern Division of the District of Massachusetts.  The
Company is currently seeking buyers for the assets of Possible
Dreams, and there is a bidding procedure under Chapter 11 that has
been filed with the Court. This procedure provides the steps for
any bidder to do the appropriate due diligence and submit a bid by
November 10, 2003.

The debt at Possible Dreams is neither cross-collateralized nor
guaranteed by the Company or any other subsidiary of the Company.
Accordingly, the bankruptcy of Possible Dreams should not have a
significant impact upon the business, financial condition or
results of operations of Security Capital Corporation.


SK GLOBAL: Togut Segal Seeking Approval for Interim Compensation
----------------------------------------------------------------
Togut, Segal & Segal, LLP, the SK Global America Debtors' Chapter
11 counsel, ask the Court to approve their compensation
application for the period beginning July 21, 2003 through
August 31, 2003.  Togut Segal seeks payment equal to $125,692 for
legal fees -- representing 80% of $157,116 -- and $3,390 for
actual and necessary expenses, for a total of $129,082.

Scott E. Ratner, a member of Togut Segal, relates that during the
Compensation Period, the firm has been:

   (a) participating in extensive correspondence, telephone
       conferences and meetings with the Debtor's personnel, its
       outside professional advisors, representatives of the
       Debtor's Parent SK Global Co. Ltd, and the U.S. Trustee
       concerning the commencement of the Chapter 11 case;

   (b) obtaining Court approval of first-day applications and
       motions for Orders:

         (i) authorizing the Debtor to maintain its existing cash
             management system, existing bank accounts and
             business forms;

        (ii) authorizing an extension of the Debtor's time to
             file schedules of assets and liabilities and
             statement of financial affairs;

       (iii) authorizing the Debtor to pay prepetition payroll
             and related employee benefits;

        (iv) deeming utility service providers adequately assured
             of future performance and establishing procedures
             for requests for additional adequate assurances;

         (v) authorizing the Debtor to employ Togut Segal as
             bankruptcy counsel; and

        (vi) authorizing the Debtor to retain Bankruptcy Services
             LLC as claims and noticing agent;

   (c) participating in extensive correspondence, telephone
       conferences and meetings with the Debtor's personnel,
       SK Global Co.'s representatives and others, concerning
       the request by the Foreign Bank Steering Committee to
       appoint an examiner;

   (d) assisting the Debtor in responding to inquiries from the
       Foreign Bank Steering Committee, the U.S. trustee and
       other parties-in-interest;

   (e) participating in extensive correspondence, telephone
       conferences or meetings with the Debtor's personnel and
       the U.S. Trustee concerning the employment of certain
       professionals, including KPMG LLP and other ordinary
       course professionals;

   (f) participating in extensive communications with the
       Debtor's personnel concerning duties and responsibilities
       of a debtor-in-possession, operations under Chapter 11 and
       related matters;

   (g) participating in extensive correspondence, telephone
       conferences or meetings with the Debtor's creditors,
       including landlords, vendors or their professional
       advisors, concerning the Debtor's Chapter 11 filing and
       the status of the case;

   (h) assisting the Debtor in obtaining Court authorization to
       reject several office leases for premises not necessary to
       continued operations;

   (i) participating in extensive correspondence, telephone
       conferences and meetings with the Debtor's personnel,
       outside professional advisors, and SK Global Co.'s
       representatives concerning status of SK Global Co.'s
       global restructuring;

   (j) reviewing and analyzing loan documentation concerning
       security interests and claims asserted by Korea Exchange
       Bank and Cho Hung Bank against the Debtor;

   (k) participating in extensive correspondence, telephone
       conferences or meetings with the Debtor's personnel,
       outside professional advisors, and SK Global Co.'s
       representatives concerning the extent and validity of Cho
       Hung Bank and Korea Exchange Bank security interests;

   (l) participating in extensive correspondence, telephone
       conferences or meetings with the Debtor's personnel,
       outside professional advisors, and SK Global Co.'s
       representatives concerning Cho Hung Bank and Korea
       Exchange Bank's demand for adequate protection as
       condition to the Debtor's use of its purported cash
       collateral, including preparation of Cash Collateral
       Stipulations and related pleadings and extensive telephone
       conferences and correspondence with Cho Hung and Korea
       Exchange Bank's counsel concerning the matter;

   (m) assisting the Debtor in obtaining the release of
       $70,000,000 frozen by Bank One pursuant to a prepetition
       restraining notice issued on behalf of Kookmin Bank by the
       New York State Court; and

   (n) participating in correspondence, conferences or meetings
       with the Debtor's personnel regarding strategies for
       existing Chapter 11.

Togut Segal provides a summary of its out-of-pocket and direct
expenses incurred from July 21, 2003 through August 31, 2003:

        Expense Item               Amount Incurred
        ------------               ---------------
        Facsimile                       $119
        Ground Transportation            345
        Photocopying Charges           1,902
        Long-Distance Telephone            6
        Working Meals                     57
        Messenger Service                 54
        Overnight Courier                146
        Postage                          762
                                     -------
        TOTAL                         $3,390
                                     =======

Mr. Ratner relates that for the provision of the services, 13
professionals rendered 408.4 hours for the Covered Period,
resulting in total time charges of $157,116:  

      Professional          Title          Hours Worked
      ------------          -----          ------------
      Albert Togut          Partner            38.4
      Frank A. Oswald       Partner             0.9
      Scott E. Ratner       Partner            92.8
      Gerard DiConza        Associate         145.3
      William Reid          Associate          17.5
      Daniel Geoghan        Associate           7.7
      Dawn Person           Paralegal          45.5
      Jay Baribeau          Clerk              19.9
      Dana Hong             Clerk               1.0
      Melissa Smith         Associate           4.0
      Matthew Marlott       Associate          16.5
      Kate Goebel           Associate           6.7
      Sarah Stocker         Associate          12.2
                                             ------
       Total                                  408.4

(SK Global Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


SR TELECOM: Third-Quarter 2003 Net Loss Balloons to $19 Million
---------------------------------------------------------------
SR Telecom Inc. (TSX: SRX, NASDAQ: SRXA) reported its results for
the third quarter and nine months ended September 30, 2003.

Consolidated revenues for the third quarter, which include its
Chilean telecommunications operating subsidiary CTR, totaled $26.0
million, a decline of approximately 15 percent from the $30.6
million in revenues in the second quarter of 2003. The Company
recorded $51.6 million in the quarter ended September 30, 2002.
For the nine-month period, consolidated revenues reached $86.3
million, compared to $146.1 million during the same period last
year. The third quarter operating loss was $15.6 million, compared
to operating earnings of $1.3 million during the same quarter in
2002. For the nine-month period, the operating loss totaled $28.2
million versus operating earnings of $1.7 million in the
corresponding period in 2002. Consolidated net loss was $18.9
million for the quarter and $30.6 million for the nine months
ended September 30, 2003, compared to a consolidated net loss of
$3.7 million and $9.7 million in the corresponding periods last
year.

Revenues in the quarter were lower, compared to the third quarter
of 2002, largely due to major sales to two customers in the third
quarter of 2002 that were not replicated in the third quarter of
2003. The second phase of the Saudi frame contract has been
delayed in part due to unrest in the region. The consolidated net
loss was greater for the third quarter of 2003 and the first nine
months of 2003, compared to the same periods in 2002, mainly
because of lower revenues and additional costs associated with the
integration of Netro.

"Capital spending in our segment of the telecommunications market
has been slower than expected and this is reflected in our revenue
numbers," said Pierre St-Arnaud, President and Chief Executive
Officer of SR Telecom. "To some extent this is a question of
timing. A number of substantial contracts are in the final stage
of discussion and we expect that decisions on two of these will be
made in the current quarter. Given the success we had in September
securing contracts for both airstar and angel we remain optimistic
about our prospects for orders in the coming months."

                 Core Wireless Solutions Segment

Third quarter revenues in SR Telecom's core wireless solutions
business were $22.8 million, compared to $27.0 million in the
second quarter of 2003 and $48.1 million during the same period
last year. For the nine-month period, revenues reached $75.8
million, versus the $133.9 million reported in 2002.

"With the completion of the Netro acquisition in early September,
the Company initiated a comprehensive review of its product
portfolio and cost structure," said David Adams, Senior Vice
President and Chief Financial Officer. "As an initial consequence
of this review, we decided to halt research and development on the
shift product line. Our assessment of the market opportunities we
had identified for shift will be better served by our angel
platform. Additional rationalization of our product portfolio will
translate into substantial reductions of our R&D expenditures.
These expenditures will be limited to those activities required to
support our identified market opportunities.

"Furthermore, we have put in place aggressive restructuring
measures that will significantly reduce our combined SG&A costs.
Some of these measures, such as the closing of Netro's San Jose
facility and the integration of Netro's sales force into our own,
were initiated during the third quarter. Substantially all of the
departments and business units in the Company will be affected by
these measures. Combined, we expect these initiatives will reduce
our operating costs by an estimated annualized total of
approximately $20 million, the majority of which is expected to be
realized by December 31, 2003, with the remainder taking effect in
the first quarter of 2004.

"These restructuring plans will streamline our operations, make us
more competitive and enable us to better serve the needs of our
customers."

                              CTR

Revenues at CTR were $3.2 million in the third quarter, compared
to $3.5 million in the same period last year. The slight decline
is mainly due to the drop in value of the Chilean peso relative to
the Canadian dollar. In local currency terms, revenue was 1,634
million pesos in the third quarter of 2003 compared to 1,604
million pesos in 2002, reflecting an increase in satellite service
sales. Similarly, for the first nine months, revenues reached
$10.5 million, compared to the $12.2 million reported in 2002
while, in local currency terms, revenue was 5,190 million pesos
compared to 5,247 million pesos for the same period in 2002, a 1%
decline. Net loss from CTR was $3.9 million for the quarter and
$0.5 million for the nine-month period, a significant improvement
compared to the losses of $6.3 million and $10.0 million in the
corresponding periods in 2002 due to favourable currency gains
with regard to the US denominated debt and reduced interest
expense.

"We are launching an initiative in Chile that, subject to the
approval of Subtel, the Chilean regulator, will see us deploy up
to 6,000 lines into several urban areas using surplus angel
inventory that was acquired in the Netro transaction. This network
expansion will help to increase both voice and Internet revenues
at CTR," said Mr. Adams.

                       Financial Position

SR Telecom's cash and short-term investment position at the end of
the third quarter was $54.0 million, compared to $41.9 million at
December 31, 2002. The increase is primarily due to the addition
of cash and short-term investments as part of the Netro
acquisition, offset by debt and bank loan repayments.

                            Backlog

Continued global economic uncertainty and the protracted slowdown
in SR Telecom's segment of the telecommunications industry have
affected the Company's order book. Backlog at September 30, 2003
stood at $49 million, down from $100 million at the end of the
corresponding quarter in 2002.

                          Recent Events

- PT Aplikanusa Lintasarta, the largest data and corporate network
  communications provider in Indonesia, selected the airstar 10.5
  GHz solution for projects in the Java, Kalimantan and Sulawesi
  regions of Indonesia. The airstar systems will enable Lintasarta
  to provide ATM, frame relay and clear channel services to its
  customers in these regions. In this first phase of Lintasarta's
  network expansion, SR Telecom will supply eight new airstar base
  stations and approximately 100 remote stations. Deliveries are
  expected to begin early in the fourth quarter of 2003.

- Czech Radio selected the angel non-line-of-sight broadband
  wireless access technology platform to build a wireless local
  exchange carrier infrastructure for delivery of telephony and
  data services in 26 major cities throughout the Czech Republic.
  Initial orders have been received and shipment of systems has
  begun with deployments in six cities, including Prague, to begin
  in October. The potential value of equipment to be delivered as
  part of the national network is estimated at US$8 million.

- SR Telecom completed the acquisition of Netro Corporation. The
  acquisition enables SR Telecom to deliver end-to-end broadband
  wireless solutions, making broadband data and high-speed
  Internet access deployable in areas xDSL and cable cannot reach
  or are not economically viable. Netro's 3.5GHz angel product and
  the airstar high-capacity fixed broadband access solution
  complement SR Telecom's product portfolio in terms of both
  frequency and applications.

- SR Telecom listed its shares on Nasdaq, under the symbol SRXA.

- SR Telecom received its first orders for Netro Corporation's
  airstar product from a leading telecommunications service
  provider in Mexico. The contract calls for SR Telecom to build a
  high-capacity fixed wireless access network in support of
  mission-critical network redundancy services to the financial
  community. The network will establish broadband connectivity
  between the national stock exchange and its users within the
  financial community using airstar in a point-to-multipoint
  network configuration.

                          Outlook

"We continue to work closely with our customers to position the
full breadth of our renewed product portfolio," remarked Mr. St-
Arnaud. "The acquisition of Netro provides us with all the
elements we need to take advantage of the increased interest in
broadband fixed wireless access as a reliable last-mile
alternative to wireline technology. Our newly-acquired angel and
airstar platforms open up tremendous growth potential, as
witnessed by the contracts we signed during the quarter with both
new and repeat customers. These products enable us to be very
competitive, not only in the global rural sector where we have
traditionally had a leading market share, but also in the global
urban sector where there is a growing demand for proven BFWA
solutions. The airstar platform's ability to immediately provide
reliable backhaul for next-generation wireless, PDAs and WiFi
hotspots also makes us a key player in markets that were
previously closed to us."

"With the contracts we were awarded in September, we have made a
strong entry into the BFWA segment, and we continue to enjoy a
dominant position in our traditional markets. If we are successful
in securing the major contracts we are currently pursuing, we
expect that our revenues will begin to grow in the fourth quarter
of this year."

SR TELECOM (S&P, B+ Corporate Credit and Senior Unsecured Debt
Ratings) is a world leader and innovator in Fixed Wireless Access
technology, which links end-users to networks using wireless
transmissions. SR Telecom's field-proven solutions include
equipment, network planning, project management, installation and
maintenance services. The Company offers the industry's broadest
portfolio of fixed wireless products, designed to enable carriers
and service providers to rapidly deploy high-quality voice, high-
speed data and broadband applications. These products, which are
used in over 110 countries, are among the most advanced and
reliable available today.


ST. MARYS CEMENT: Market Share Concerns Spur S&P's Low-B Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
long-term corporate credit rating to cement and construction
materials producer St. Marys Cement Inc. At the same time,
Standard & Poor's assigned its 'BB-' rating to the company's
proposed US$325 million senior secured credit facility. The
outlook is stable.

The credit facility consists of two term facilities that will be
used to repay the US$265 million indebtedness outstanding,
incurred at the time St. Marys was acquired by the Votorantim
Group of Brazil. In addition is a new US$50 million revolving
credit facility to support the company's liquidity requirements.

"The ratings on Toronto, Ont.-based St. Marys reflect its narrow
geographic focus in the mature Great Lakes market and position as
a medium-sized producer competing against much larger, diversified
competitors," said Standard & Poor's credit analyst Clement Ma.
Partially offsetting these risks are its competitive cost position
in cement production and distribution, and moderate debt levels.

With St. Marys' business concentrated in the Great Lakes market,
the company is highly vulnerable to any declines in the region's
economies. The company has a competitive cement market share in
the overall region and a leading share in the Province of Ontario.
Furthermore, the company is integrated in ready-mix operations,
and has a good position in the key Greater Toronto Area. St.
Marys' financial performance in recent years has been supported by
record housing starts in North America, especially in the GTA
where the company's exposure to residential construction has
benefited from high immigration levels and a preference for cement
construction. This has offset the recent weakness in industrial,
commercial, and infrastructure construction. Nevertheless, a
gradual slowdown of the housing market is expected, and any
drastic decline in residential construction in the region
coinciding with continued weakness in other construction markets
could result in a significant deterioration in St. Marys'
financial performance. Unlike some of its larger competitors, St.
Marys would not have the flexibility to offset its regional
dependence through other geographic markets.

The stable outlook reflects St. Marys' healthy profitability and
cash flows with the continuing strength in residential
construction, which will enable the company to reduce its
amortizing term facilities. The key to any ratings improvement
will be the company's ability to maintain credit measures over an
extended period and in the wake of a downturn across all
construction markets.


STARWOOD: Launching Tender Offer for Westin Hotels This Week
------------------------------------------------------------
Starwood Hotels & Resorts Worldwide, Inc. (NYSE:HOT) expects to
launch its tender offer for all of the outstanding units of
limited partnership of Westin Hotels Limited Partnership, the
owner of the Westin Michigan Avenue in Chicago, Illinois, next
week at an increased purchase price of $625 in cash per Unit,
rather than $600 as previously announced.

In connection with the tender offer, Starwood intends to solicit
the consent of WHLP's limited partners to proposals that would
facilitate Starwood's purchase of 100% of the Units. These include
proposals to amend WHLP's partnership agreement to, among other
things, render certain transfer restrictions inapplicable to
Starwood's tender offer, to certain types of similar tender
offers, and to mergers that follow those tender offers. Starwood
is also seeking the consent of the limited partners to effect a
merger, following its tender offer, of WHLP with or into an
affiliate of Starwood for the same $625 purchase price.

An unsolicited tender offer by Kalmia Investors, LLC for
approximately 54% of the Units at a purchase price of $550 per
Unit is currently pending and is currently scheduled to expire at
5:00 p.m., Eastern time, on Friday, November 7, 2003. The offer
price in Starwood's tender offer, when launched, will be $75 more
per Unit than the price Kalmia is offering, which represents a 14%
premium. Starwood's offer will be for 100% of the Units, while
Kalmia is offering to purchase only 54% of the Units, which may
mean that each Unitholder will only be able to tender 54% of its
Units in the Kalmia tender offer. In addition, Kalmia is not
seeking consents to render any of the transfer restrictions
contained in WHLP's partnership agreement inapplicable to its
offer, which may mean that Kalmia's purchase of Units pursuant to
its offer may be delayed, limited or precluded entirely. Because
Kalmia's tender offer is not for 100% of the Units, it would not
be affected by Starwood's consent solicitation. There are
currently 135,000 Units outstanding in WHLP.

Subsidiaries of Starwood are the general partner of WHLP and
manage the Westin Michigan Avenue hotel.

Starwood Hotels & Resorts Worldwide, Inc. (Fitch BB+ Convertible
Debt Rating, Negative) is one of the leading hotel and leisure
companies in the world with 740 properties in more than 80
countries and 105,000 employees at its owned and managed
properties. With internationally renowned brands, Starwood is a
fully integrated owner, operator and franchisor of hotels and
resorts including: St. Regis, The Luxury Collection, Sheraton,
Westin, Four Points by Sheraton, W brands, as well as Starwood
Vacation Ownership, Inc., one of the premier developers and
operators of high quality vacation interval ownership resorts. For
more information, visit http://www.starwood.com


TOBACCO ROW: Asks OK to Tap LeClair Ryan as Bankruptcy Attorneys
----------------------------------------------------------------
Tobacco Row Phase IA Development, LP seeks to retain LeClair Ryan
PC as attorneys in its chapter 11 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.


TRITON PCS: September 30 Net Capital Deficit Narrows to $187MM
--------------------------------------------------------------
Triton PCS Holdings, Inc. (NYSE: TPC) reported record third-
quarter Adjusted EBITDA of $65.8 million, driven by a 10.6%
increase in revenue to $213.7 million from the year-earlier
period.  As ARPU rose to $57.29, Adjusted EBITDA margin in the
quarter expanded to 33.0% from 27.5% a year earlier, supported by
continued emphasis on cost control.  Cash flows from operating
activities for the first nine months of the year were $128.0
million vs. $50.2 million for the comparable prior year period.

"We made solid progress in the third quarter, delivering strong
financial performance and keeping us on track to achieve our
target of positive free cash flow next year.  We again posted an
excellent Adjusted EBITDA margin of 33.0% through our continued
focus on cost controls while ARPU rose to $57.29 in the quarter,
lifting revenue to a record $213.7 million," said Michael E.
Kalogris, Triton PCS chairman and chief executive officer.  "In
addition, our capital and liquidity position remains solid with
$267.5 million of cash and available credit."

Gross subscriber additions in the third quarter were 68,639 while
net additions were 3,567, bringing total subscribers at the
quarter's end to 884,252, an increase of 11% over the third
quarter of 2002.  The unexpected bankruptcy of the company's
largest independent agency during the quarter and the termination
of other, less cost-effective agents adversely impacted gross
additions.  Kalogris said, "While we have been shifting our
channel mix to company-owned channels and more strategically-
aligned agents, productivity improvements were not enough to
offset the sudden decline from the loss of these agents.  
Collectively, the loss of these agents represented the bulk of our
gross additions shortfall as compared to the year-earlier period.
Additionally, several of our markets were particularly hard hit by
Hurricane Isabel in September."

Churn in the quarter was 2.46% compared with 2.24% during the
third quarter 2002.  The company said third-quarter voluntary
churn was impacted by price increases that were implemented in
early 2003.  A seasonally higher number of contract anniversaries
during the quarter also contributed to the higher churn rate.

"Clearly, we are not satisfied with our net additions or churn in
the third quarter," Kalogris said.  "Still, we believe the effects
of price increases are one-time in nature and we have the
resources in place to reinvigorate our sales channels.  Our early
results in the fourth quarter indicate positive momentum."

For full-year 2003, Triton PCS now expects to end the year with
895,000 to 900,000 subscribers.  Full-year churn is expected to be
about 2.3%.  The company reiterated all of its other previous
guidance, including EBITDA in the range of $215 million - $225
million and capital expenditures between $120 million - $140
million.

                       Financial Highlights

Total revenues in the third quarter rose 10.6% year-over-year to
$213.7 million, led by a 12.2% increase in service revenues.  
Roaming revenues were $49.7 million, as an increase in minutes
offset scheduled step-downs in roaming pricing.  Adjusted EBITDA
rose 30.3% year-over-year and 1.3% sequentially to $65.8 million.  
The company's Adjusted EBITDA margin increased to 33.0% from 27.5%
in the prior year period.

Cash costs per user declined 7.3% year-over-year to $38.71.  The
company's bad debt expense ratio remained exceptional at 1.46% in
the quarter, while general and administrative expenses declined
7.8% year-over-year to $34.4 million.  On a per-subscriber basis,
general and administrative expenses declined 18.5% from the year-
ago period.  Cost per gross addition during the quarter was $451,
reflecting higher equipment spending as well as lost leverage from
lower gross additions on fixed costs and advertising and promotion
spending.

Average revenue per user in the quarter rose to $57.29, up from
$56.51 in the second quarter 2003.  The increase in ARPU reflects
higher seasonal usage as well as the addition of higher ARPU
customers.

Capital expenditures were $18.6 million in the third quarter,
which reflected the ongoing GSM/GPRS network overlay as well as
spending on further TDMA capacity expansion.  Quarterly interest
expense was $34.1 million.

The company ended the quarter with $268 million of available
liquidity, comprised of $168 million of cash on hand and $100
million of undrawn borrowing capacity under its credit facility.

At September 30, 2003, the company's balance sheet shows a total
shareholders' equity deficit of about $187 million.

                        Other Highlights

GSM/GPRS Update - Through the end of the third quarter 2003,
Triton PCS has upgraded nearly 1,100 cell sites, or about 50% of
its network sites for GSM capability.  The upgraded sites handle
about 80% to 90% of total network minutes.  The company expects to
have its entire network GSM-capable by mid-2004.

Local Number Portability Preparedness Update - Triton PCS expects
to meet the Nov. 24th date for initial implementation of FCC-
mandated LNP and will be ready to port numbers from and to other
carriers on that day.  Of Triton PCS's 13.6 million POPs,
approximately 35% will be LNP-eligible for the first phase on Nov.
24th, with the remainder eligible six months later on May 24th,
2004, when the second phase is implemented.  The company has
reached porting agreements with three national wireless carriers
and expects to have additional agreements in place by the initial
implementation date.

Marketing Update - Triton PCS this month launched a new point-of-
sale marketing campaign centered on the company's superior network
quality.  The company believes it is the first carrier to post
network performance statistics in its retail stores to assist
customers in making wireless buying decisions.  Market research
consistently indicates that network quality is a critical
determining factor in selecting and using wireless service.

Triton PCS, based in Berwyn, Pennsylvania, is an award-winning
wireless carrier providing service in the Southeast.  The company
markets its service under the brand SunCom, a member of the AT&T
Wireless Network.  Triton PCS is licensed to operate a digital
wireless network in a contiguous area covering 13.6 million people
in Virginia, North Carolina, South Carolina, northern Georgia,
northeastern Tennessee and southeastern Kentucky.

For more information on Triton PCS and its products and services,
visit the company's Web sites at: http://www.tritonpcs.comand  
http://www.suncom.com


TRI-UNION DEVELOPMENT: UST to Meet with Creditors on November 24
----------------------------------------------------------------
The United States Trustee will convene a meeting of Tri-Union
Development Corporation and its debtor-affiliates' creditors on
November 24, 2003, 1:00 p.m., at the Bob Casey United States
Courthouse, 515 Rusk Street, Room 3401, Houston, Texas 77002. This
is the first meeting of creditors required under 11 U.S.C. Sec.
341(a) in all bankruptcy cases.

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

Headquartered in 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.


UNITED AIRLINES: Reports $367 Million in Net Loss for Q3 2003
-------------------------------------------------------------
UAL Corporation (OTC Bulletin Board: UALAQ), the holding company
whose primary subsidiary is United Airlines, reported its third-
quarter financial results and released its Monthly Operating
Report for September.

UAL's third-quarter operating profit was $19 million, an
improvement of $665 million over last year. Excluding $71 million
in special charges, the Company reported an operating profit of
$90 million.

UAL's third-quarter net loss was $367 million, which includes $330
million in special charges and reorganization expenses. Excluding
those charges, UAL's loss for the third quarter totaled $37
million. The special charges include $96 million in non-cash
aircraft-related charges and $234 million in reorganization items.
The majority of reorganization expenses were non-cash items
resulting from the rejection of aircraft.

"As these results make clear, our restructuring is on track. We
are making tremendous progress in reducing costs, improving
revenue, and building a strong, sustainable business for the
future," said Glenn Tilton, chairman, president and chief
executive officer. "Although there is still much work to be done,
our year-over-year improvement reflects the hard work of all
United's employees and their singular focus on serving our
customers and running a great airline."

Tilton said that in the third quarter United:

-- Increased passenger unit revenue 12% compared to last year, an   
   improvement that outperformed the industry;

-- Reduced unit costs, excluding special charges and fuel, by 14%;
   and

-- Improved earnings from operations by $665 million over the same
   quarter a year ago.

The Company also delivered positive operating cash flow of $286
million during the quarter, or approximately $3 million per day.
UAL ended the quarter with a cash balance of $2.4 billion,
including $646 million in restricted cash.

                  Improving Financial Results

UAL's third-quarter 2003 operating revenues were $3.8 billion, up
2% compared to third quarter 2002. Passenger unit revenue was 12%
higher on a 5% yield increase. Traffic decreased 6% on a 12%
decrease in capacity, leading to a 4.8 point increase in load
factor to 80.2%. The unit revenue improvement was among the best
in the industry. The improvement was driven by United's aggressive
marketing and sales activities, restructured business fares,
enhanced inventory management and route and capacity adjustments.

Operating expenses for the quarter were $3.8 billion, down 13%
from the same quarter last year. United's unit cost decreased 9%.
Excluding special charges and fuel, unit cost decreased 14% year-
over-year, among the best cost improvements in the industry.

Salaries and related costs decreased $630 million or 34% for the
quarter. This amount reflects the reduction in wages, changes in
benefits and work rules, and productivity improvement associated
with United's new collective bargaining agreements. While capacity
was down for the quarter, productivity was up 13% for the quarter
year-over-year.

Aircraft rent decreased $61 million or 29% compared to third
quarter 2002. United negotiated reduced lease amounts on some of
its aircraft and is still in negotiations with respect to a large
number of aircraft in its fleet.

Aircraft maintenance, which includes primarily maintenance
outsourcing and maintenance materials, increased $36 million or
28% year-over-year. However, overall maintenance costs are down
significantly from third quarter last year due to the Company's
ability to outsource maintenance.

The Company had an effective tax rate of zero for the third
quarter, which makes UAL's pre-tax loss the same as its net loss.
In the third quarter of 2002, UAL recorded a non-cash tax expense
to establish a valuation allowance against its deferred tax asset.

           Solid Progress on Cost Reduction Initiatives

In addition to substantial cost reductions achieved in salaries
and related expenses and aircraft ownership costs, UAL continues
to make substantial progress improving its competitive cost
structure across all categories. Disciplined project management
and best practices programs in purchasing, operations, maintenance
and all other functions are on plan to achieve 2003 goals of $450
million in cost reduction, as part of $1 billion in expense and
revenue improvements for 2003. For example:

-- UAL is targeting procurement efficiencies, including telecom
   rate improvements and gaining economies of scale in purchasing
   for multiple locations.

-- The company expects to achieve significant savings from a
   number of renegotiated and new contracts with its United
   Express carrier partners.

The groundwork has been laid for 2004 projects, which are expected
to result in $650 million in cost reduction in 2004, part of the
planned $1.4 billion in profit improvement next year.

              Operational Performance Remains Strong

United employees continue to deliver strong operational
performance, including:

-- On-time zero departure performance in the quarter was 73%, the
   best third-quarter performance in United's history;

-- Arrivals within 14 minutes of schedule was 83% for the quarter,
   only one percentage point behind last year's record third-
   quarter performance;

-- September 2003 was the best on-time month in United's history
   with 80.4% of flight departures exactly on-time; and

-- For year-to-date 2003, United remained #1 in arrivals within 14  
   minutes of schedule among the six major network carriers,
   according to the U.S. Department of Transportation.

During the quarter, United made significant progress in re-
engaging our customers with improved customer service and
marketing and sales campaigns targeted to meet both their business
and leisure travel needs. These efforts included:

-- Introduction in July of United's "Fly the World for Free"
   promotion with advertising in 22 countries in 11 languages,
   offering business and first-class customers a free ticket to
   any of the 650 destinations worldwide served by United and its
   Star Alliance partners;

-- "Go. Go. Stay." promotion launched in August and
   enthusiastically received by leisure customers, combining air
   travel and stays at Hilton Hotels;

-- Significant enhancement of elite frequent flyer programs,
   including a new, exclusive community website for 1K frequent
   flyers, visited by 20% of 1K flyers population within five days
   of launch;

-- Installation of more EasyCheck-in kiosk units -- on track to
   have 900 units at 81 airports, giving customers access to
   EasyCheck-in at every United domestic mainline airport by early
   2004 -- and the introduction of EasyCheck-in Online and new
   EasyCheck-in features to help speed travelers on their way;

-- Implementation of codeshare agreements with US Airways that
   open more flights and destinations domestically, and the
   announcement of a codeshare agreement with Air China that will
   expand our customers' access to major destinations in China;

-- Announcement of United flights to new markets, including, San
   Juan, Puerto Rico; San Jose, Costa Rica; Cancun, Mexico; and
   Grand Cayman;

-- Announcement of plans to launch United's low-cost operation
   from Denver International Airport with ticket sales beginning
   in November for affordable leisure fares to Las Vegas, Reno,
   Phoenix, Los Angeles (Ontario), Tampa, Orlando and New Orleans;
   and

-- National and international sales blitzes targeting corporate
   clients and travel agencies in Denver, Los Angeles, Hong Kong
   and cities in Australia, Mexico, Argentina and Thailand.

                         Outlook

Booked load factor and yield for the balance of the year are
running ahead of last year. Capacity is expected to be down 8%
compared to the fourth quarter of 2002. Fuel costs are expected to
be $0.92 per gallon for the fourth quarter, up 6% over last year.

             September Monthly Operating Report

UAL also filed, with the United States Bankruptcy Court, its
Monthly Operating Report for September. The Company maintained a
strong cash balance in September, and for the eighth straight
month, met requirements of its DIP financing agreements. The
Company said it also expects to meet the EBITDAR requirements for
its DIP agreements in October.

News releases and other information about United Airlines can be
found at the Company's Web site at http://www.united.com


UNITED SURGICAL: Credit Rating Up to BB- over Strong Performance
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on surgery center chain United Surgical Partners
International Inc. to 'BB-' from 'B+'. At the same time, Standard
& Poor's raised its subordinated debt rating on the company to 'B'
from 'B-'. The outlook is stable.

The rating action reflects United Surgical's consistently
favorable operating performance and its commitment to maintaining
a manageable debt level while executing its growth strategy.
Standard & Poor's expects the company to be able to fund its
growth investments from operating cash flow within the next few
years.

"The low, speculative-grade ratings on United Surgical Partners
International Inc. continue to reflect the company's narrow
operating focus, its aggressive growth strategy, and third-party
reimbursement risks," said Standard & Poor's credit analyst Jesse
Juliano. "Attractive industry demand characteristics, disciplined
operating performance, and a diverse payor base partly offset
these risks."

Dallas, Texas-based United Surgical has ownership interests in or
operates 70 surgical facilities located in the U.S., Spain, and
the U.K. These facilities predominantly handle high volumes of
relatively low cost (but profitable) outpatient surgery, including
high levels of orthopedic and pain management cases. About 33
facilities are run in partnership with 13 health care system
partners. (One such partnership with the unrated, but well-
regarded, Baylor Health Care System involves 16 facilities.)
United Surgical has grown rapidly through acquisitions, new-build
facilities, and joint ventures. Before forming the company in
1998, management successfully operated and sold a similar company
that may be viewed as a blueprint for the now firmly established
outpatient surgery market.

Near-term sales growth is expected to continue to reflect the
addition of new centers and higher same-facility volumes as
centers achieve increasingly strong capacity utilization levels.
Growth rates are especially strong at domestic facilities. This is
due in part to staffing, scheduling, and clinical protocols that
promote both productivity and the professional/financial success
of physicians by offering them equity interests. The company's
future expansion will likely take advantage of this platform.

United Surgical also benefits from a relatively diverse payor mix
(more than 80% of revenues is received from private insurance or
individuals) and limited Medicare exposure. However, the company
could face margin pressures and must maintain state-of-the-art,
user-friendly surgical venues to remain competitive. Rapid growth
also presents new-asset integration and working capital management
risks.


US AIRWAYS: Proposes Stipulation Reducing Barclays Bank Claim
-------------------------------------------------------------
Barclays Bank plc, on November 1, 2002, filed Claim No. 2925 for
$25,086,591 plus other unliquidated amounts.  The Claim relates
to two Fokker F28 100 aircraft and four Rolls Royce model Tay
Mark 650-15 engines bearing serial nos. 17241, 17242, 17233 and
17234.  The Aircraft bear registration Tail Nos. N861US and
N860US.

On November 1, 2002, Wilmington Trust Company, as
Indenture/Security Trustee, filed Claim No. 4011, which also
included amounts relating to the Barclays Aircraft Equipment.  
On January 24, 2003, the Reorganized Debtors objected to the
Barclays Bank Claim.

To resolve the dispute, Barclays Bank and the US Airways Group
Debtors agree that Claim No. 2925 will be reduced and allowed as a
General Unsecured Class USAI-7 Claim for $19,107,123.  All other
Barclays Bank claims relating to the Barclays Aircraft Equipment
are disallowed.  Wilmington Trust's Claim is partially withdrawn
amounting to $26,168,362.  All other claims by Wilmington Trust
relating to the Barclays Aircraft Equipment are disallowed. (US
Airways Bankruptcy News, Issue No. 40; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


US UNWIRED: Lenders Revise Loan Covenants & Approve Asset Sales
---------------------------------------------------------------
US Unwired Inc. (OTC Bulletin Board:UNWR) has reached an agreement
with its senior credit lenders to modify certain provisions of its
$170 million senior secured credit facility.

Highlighting those changes is a revised set of financial covenants
that will give the company increased financial flexibility. The
amendment, which is effective immediately, also includes the
retention of $40 million of revolver availability subject to
certain additional borrowing conditions, an immediate payment of
$10 million to the facility's term loans and an increase in the
interest rate by 50 basis points.

Concurrently, the company obtained approval from senior credit
lenders for the sale of certain of US Unwired's non-core operating
assets, including its cellular operations. The company will retain
a share of the net proceeds associated with the sales while the
remainder will further decrease outstanding senior indebtedness.
On September 15, 2003, US Unwired announced that it had entered
into agreements to sell certain of its non-core operating assets
for gross proceeds of approximately $30.0 million. The asset sales
are expected to close in the fourth quarter of 2003 and are
subject to the approvals of the Federal Communications Commission.

US Unwired Inc. (S&P, CCC- Corporate Credit Rating, Negative),
headquartered in Lake Charles, La., holds direct or indirect
ownership interests in five PCS affiliates of Sprint: Louisiana
Unwired, Texas Unwired, Georgia PCS, IWO Holdings and Gulf Coast
Wireless. Through Louisiana Unwired, Texas Unwired, Georgia PCS
and IWO Holdings, US Unwired is authorized to build, operate and
manage wireless mobility communications network products and
services under the Sprint brand name in 67 markets, currently
serving over 500,000 PCS customers. US Unwired's PCS territory
includes portions of Alabama, Arkansas, Florida, Georgia,
Louisiana, Mississippi, Oklahoma, Tennessee, Texas, Massachusetts,
New Hampshire, New York, Pennsylvania, and Vermont. In addition,
US Unwired provides cellular and paging service in southwest
Louisiana. For more information on US Unwired and its products and
services, visit the company's Web site at http://www.usunwired.com  
US Unwired is traded on the OTC Bulletin Board under the symbol
"UNWR".


WALTER IND.: Selling JW Aluminum Unit to Wellspring for $125MM
--------------------------------------------------------------
Walter Industries, Inc. (NYSE: WLT) and Wellspring Capital
Management LLC entered into a definitive agreement for Walter
Industries to sell its JW Aluminum Company subsidiary to
Wellspring Capital for $125 million.

"We expect JW Aluminum to be an outstanding addition to our
portfolio of companies," said William F. Dawson Jr., a Wellspring
Capital partner. "JW Aluminum has proven its operational
excellence, and its reputation for quality and service is well-
known in the industry. We look forward to working with JW
Aluminum's management team as we build an even stronger company in
the future."

"While JW Aluminum has been a strong performer for Walter
Industries, it does not fit our long-term strategy of reducing the
complexity of the corporation," said Don DeFosset, Chairman and
Chief Executive Officer of Walter Industries. "This divestiture,
along with the pending divestiture of our AIMCOR subsidiary, is a
significant step towards focusing the company on our core
businesses of Homebuilding, Financing and U.S. Pipe."

The transaction, anticipated to close in the fourth quarter, is
subject to the fulfillment of customary closing conditions,
including the receipt of regulatory approvals. Walter Industries
was represented by Banc of America Securities LLC in the
transaction.

JW Aluminum, based in Mount Holly, South Carolina, manufactures
specialty flat-rolled aluminum products including "fin stock" used
by the heating and cooling industry. Wellspring Capital is a New
York-based private equity firm that manages more than $1 billion
in capital. The firm is focused on acquiring middle-market
companies where it can realize value by contributing innovative
operating and financing strategies and capital. Among Wellspring's
holdings are Vistar Corp., one of the nation's largest foodservice
distributors, and Residential Services Group, Inc., one of the
nation's largest providers of heating, ventilation, air
conditioning and refrigeration and plumbing services to the
residential and commercial markets.

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.


WEIRTON STEEL: Seeks Approval for Proposed Disclosure Statement
--------------------------------------------------------------
James H. Joseph, Esq., at McGuireWoods, in Pittsburgh,
Pennsylvania, asserts that the Disclosure Statement proposed by
Weirton Steel Corporation, as may be amended, modified or
supplemented, contains ample information with respect to:

   (a) the terms of the Plan;

   (b) certain events preceding the Debtor's Chapter 11 case;

   (c) the operation of the Debtor's business during the course
       of its Chapter 11 case;

   (d) the prospects of the Reorganized Debtor after its
       emergence from Chapter 11, including the businesses and
       properties of the Reorganized Debtor and pro forma
       financial information for the Reorganized Debtor;

   (e) descriptions of the Reorganized Debtor's management;

   (f) descriptions of the securities to be issued under the
       Plan;

   (g) estimates of the claims asserted against the Debtor's
       estate and the value of distributions to be received by
       holders of the claims;

   (h) the risk factors affecting the Plan;

   (i) the method and timing of distributions under the Plan;

   (j) a liquidation analysis identifying the estimated return
       that creditors would receive if the Debtor's bankruptcy
       case were a case under Chapter 7 of the Bankruptcy Code;

   (k) the federal tax consequences of the Plan; and

   (i) appropriate disclaimers regarding the Court's approval of
       information only as contained in the Disclosure Statement.

Accordingly, the Debtor asserts that the Disclosure Statement
contains adequate information within the meaning of Section 1125
of the Bankruptcy Code.

                   Approval of Form of Ballots

Mr. Joseph relates that the Ballots are based on Official Form
No. 14.  The Debtor proposes that the forms of the Ballots will
be distributed to claim holders in the classes entitled to vote
to accept or reject the Plan:

   Ballot for Class 5:  Secured 2002 Exchange Note and
                        Secured Pollution Control Bond Claims

   Ballot for Class 6:  General Unsecured Claims

   Ballot for Class 7:  Section 1114 Termination Claims

Classes 1, 2, 3 and 4 are unimpaired and are conclusively
presumed to accept the Plan in accordance with Section 1126(f) of
the Bankruptcy Code.  Holders of claims and interests in Classes
8 through 10 under the Plan neither retain nor receive any
property under the Plan on account of their claims and interests.  
Therefore, these classes are deemed to reject the Plan in
accordance with Section 1126(g).  Thus, solicitation of Classes 1
through 4 and Classes 8 through 10 under the Plan is not
required, and no Ballots have been proposed for creditors and
interest holders in these classes.

                         Voting Deadline

The Debtor also proposes that all Ballots must be properly
executed, completed and delivered to Donlin & Recano & Company,
Inc., the Balloting Agent, either by mail, by overnight courier,
or by personal delivery so that the Ballots are received by the
Balloting Agent no later than 5:00 p.m., Eastern Time, on
December 9, 2003 or at other date established by the Debtor that
is at least 25 days after the commencement of the solicitation
period.  

                  Procedures for Vote Tabulation

Solely for purposes of voting on the Plan, the Debtor proposes
that each claim within a class of claims entitled to vote to
accept or reject the Plan be temporarily allowed in accordance
with these Tabulation Rules:

   (a) A claim will be deemed temporarily allowed for voting
       purposes in an amount equal to the lesser of:

          (1) the amount of the claim as set forth in the
              Schedules; and

          (2) the amount of the claim as set forth in a timely
              filed proof of claim;

   (b) If a claim for which a proof of claim has been timely
       filed is marked as contingent, unliquidated or disputed on
       its face; listed as contingent, unliquidated or disputed
       in the Schedules, either in whole or in part; or not
       listed in the Schedules, the claim will be temporarily
       allowed for voting purposes for $1;

   (c) If a claim has been estimated or otherwise allowed for
       voting purposes by Court Order, the claim will be
       temporarily allowed for voting purposes in the amount so
       estimated or allowed by the Court;

   (d) If a claim is listed in the Schedules as contingent,
       unliquidated or disputed and a proof of claim was not
       timely filed, the claim will be disallowed for voting
       purposes;

   (e) If the Debtor has filed and served an objection to a claim
       at least 10 days before the Voting Deadline, the claim
       will be temporarily allowed or disallowed for voting
       purposes in accordance with the relief sought in the
       objection; and

   (f) If a claim holder identifies a claim amount on its Ballot
       that is less than the amount otherwise calculated in
       accordance with the Tabulation Rules, the claim will be
       temporarily allowed for voting purposes in the lesser
       amount identified on the Ballot.

The Debtor believes that the proposed Tabulation Rules will
establish a fair and equitable voting process.  Nevertheless, if
any claimant seeks to challenge the allowance of its claim for
voting purposes in accordance with the Tabulation Rules, the
Debtor proposes that the claimant be required to file a motion,
pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy
Procedure, for an order temporarily allowing the claim in a
different amount or classification for purposes of voting to
accept or reject the Plan and serve the motion on the Debtor so
that it is received no more than 10 days after the later of:

   (a) the date of service of the Confirmation Hearing Notice;  
       and

   (b) the date of service of a notice of an objection, if any,
       to the underlying claim.

The Debtor further proposes that any Ballot submitted by a
creditor that files a Rule 3018 Motion will be counted solely in
accordance with the Debtor's proposed Tabulation Rules and the
other applicable provisions unless and until the underlying claim
is temporarily allowed by the Court for voting purposes in a
different amount, after notice and a hearing.

In tabulating the Ballots, the Debtor proposes that these
additional procedures be utilized:

   (a) any Ballot that is properly completed, executed and timely
       returned to the Balloting Agent but does not indicate an
       acceptance or rejection of the Plan will be deemed a vote
       to accept the Plan;

   (b) if no votes to accept or reject the Plan are received with
       respect to a particular class, the class will be deemed to
       have voted to accept the Plan;

   (c) if a creditor casts more than one Ballot voting the same
       claim before the Voting Deadline, the latest-dated Ballot
       received before the Voting Deadline will be deemed to
       reflect the voter's intent and, thus, will supersede any
       prior Ballots; and

   (d) creditors will be required to vote all of their claims
       within a particular class under the Plan either to accept
       or reject the Plan and may not split their votes; thus, a
       Ballot that partially rejects and partially accepts the
       Plan will not be counted.

                       Confirmation Hearing

The Debtor asks the Court to establish the Confirmation Hearing
on December 15, 2003 at 10:00 a.m. and to establish appropriate
pre-trial procedures for the Confirmation Hearing.  Further, the
Debtor proposes that objections to the confirmation of the Plan
must:
  
   (a) be in writing;

   (b) state the name and address of the objecting party and the
       nature of the claim or interest of the party;

   (c) state with particularity the basis and nature of any
       objection to the confirmation of the Plan; and

   (d) be filed with the Court and served on the parties on the
       Official Service List so that they are received no later
       than 4:00 p.m., Eastern Time, on December 9, 2003, or at
       other date established by the Debtor that is at least 25
       days after the commencement of the solicitation period.

                       Confirmation Notice

In accordance with Bankruptcy Rules 2002 and 3017(d), the Debtor
proposes to serve on all creditors and equity security holders,
as part of the Solicitation Packages and not less than 25 days
prior to the Confirmation Objection Deadline, a copy of a notice
setting forth the:

   -- Voting Deadline,
   -- Tabulation Rules and deadline for filing Rule 3018 Motions;
   -- Confirmation Objection Deadline; and
   -- time, date and place of the Confirmation Hearing.

                    The Voting Record Date

To permit solicitation of the Plan to begin promptly, the Debtor
asks the Court to establish October 20, 2003, as the record date
pursuant to Bankruptcy Rule 3017(d) for purposes of determining
which creditors are entitled to receive Solicitation Packages
and, where applicable, vote on the Plan.

With respect to a transferred claim, the Debtor further proposes
that the transferee will be entitled to receive a Solicitation
Package and cast a Ballot on account of the transferred claim
only if:

   (a) all actions necessary to effect the transfer of the claim
       pursuant to Bankruptcy Rule 3001(e) have been completed;
       or

   (b) the transferee files by the Voting Record Date the
       documentation required by Bankruptcy Rule 3001(e) to
       evidence the transfer, and a sworn statement of the
       transferor supporting the validity of the transfer.

Each transferee will be treated as a single creditor for purposes
of the numerosity requirements in Section 1126(c) and the other
voting and solicitation procedures.

                    The Solicitation Package

The Debtor proposes to mail or cause to be mailed Solicitation
Packages containing copies of:

   -- the Confirmation Hearing Notice;

   -- the Disclosure Statement that have been filed with the
      Court before the date of the mailing by the Debtor;

   -- a letter from the Debtor recommending acceptance of the
      Plan; and

   -- for Solicitation Packages sent to holders of claims in
      classes entitled to vote to accept or reject the Plan, an
      appropriate form of Ballot, a Ballot return envelope and
      other materials as the Court may direct.

The Debtor anticipates that a number of Disclosure Statement
Notices will be returned by the United States Postal Service as
undeliverable as a result of incomplete or inaccurate addresses.   
Therefore, the Debtor asks the Court that they be excused from
mailing Solicitation Packages to those entities for which the
Debtor has only Undeliverable Addresses unless the Debtor is
provided with accurate addresses for the entities in writing.

Accordingly, the Debtor asks the Court to:

   (a) approve the Disclosure Statement;

   (b) approve the Solicitation Procedures; and

   (c) schedule the Confirmation Hearing and approve the proposed
       related notice procedures. (Weirton Bankruptcy News, Issue
       No. 12; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


WHEELING-PITTSBURGH: Laid-Off Employees Demand Payment of Claim
---------------------------------------------------------------
Frank J. Marino of Toronto, Ohio; Mark A. Glasgow of Jacobsburg,
Ohio; Roland A. Graham, Jr., of Martins Ferry, Ohio; and Sandra K.
Moore of Martins Ferry, Ohio, were employees of Wheeling-
Pittsburgh Steel Corp. until their layoff in January 2003. "During
their years of employment with WPSC, the Laid-Off Employees were
loyal, hardworking and conscientious employees who provided
service, including valuable postpetition service, to WPSC,"
Patrick S. Cassidy, Esq., at Cassidy Myers Cogan Voegelin &
Tennant LC, in Wheeling, West Virginia, tells Judge Bodoh.

The Laid-Off Employees were terminated in part because of their
age, and in substantial part because of a disability, or
perception of disability, in violation of the laws of Ohio.  
According to Mr. Cassidy, WPSC's conduct in using age and/or
disability as substantial motivating factors in making its
decision to lay off these employees was done intentionally,
maliciously, and in conscious disregard of the rights of the
employees.

As a result, the Laid-Off Employees have lost valuable employment
rights and have suffered substantial economic loss, including back
pay, front pay, benefits, and pension entitlements, and have
suffered emotional distress, embarrassment, inconvenience, and
humiliation. They assert these amounts as administrative claims
owed to them:

                       Marino           $248,027
                       Glasgow           616,791
                       Graham            352,463
                       Moore             264,925

In addition, Cassidy Myers Cogan Voegelin & Tennant LC seeks an
award of attorneys' fees at the rate of $250 per hour. (Wheeling-
Pittsburgh Bankruptcy News, Issue No. 48; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


WOLVERINE TUBE: S&P Keeps Neg. Outlook on Low-B Level Ratings
-------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its ratings on copper
tube manufacturer Wolverine Tube Inc. to 'B+' from 'BB-'. The
rating actions reflected this Huntsville, Alabama-based company's
recent weak earnings performance, which is affecting its already
depressed financial profile.

"The difficult business environment has reduced earnings
predictability, and the recovery of credit quality measures to
appropriate levels appears distant," said Standard & Poor's credit
analyst Wesley E. Chinn. The outlook is negative.

The ratings on Wolverine Tube Inc. reflect a narrow product line,
cyclical markets, significant customer concentration,
profitability at sharply depressed levels, and aggressive use of
debt, slightly offset by a business profile with defensible
positions in niche segments and reasonable near term liquidity.
Wolverine, a major manufacturer of custom engineered, value-added
copper and copper alloy tubing, holds leading market shares in
commercial products, which account for over 75% of sales. The
largest market is the heating, ventilation, and air conditioning
industry, with a significant amount of activity related to the
replacement of air conditioning units--a segment sensitive to
summer weather patterns.

Wolverine also holds a large share of the global market in copper
technical tubing used to increase the transfer of heat in large
commercial chiller systems. This segment has been suffering from
an extended downturn in commercial construction, which is not
expected to begin recovering until well into 2004 at the earliest.
Still, more than 55% of sales are derived from consumer appliance,
automotive, industrial and heavy equipment, plumbing wholesale,
and other industries.

The company's competitive position should be sustained by its
technological capabilities in value-added copper tubing; the
breadth of product offerings; periodic new technical tube
products; manufacturing operations in China and Europe to meet
rising demand there; and the focus on fabricated products (tube
that is pre-cut, bent, drilled, or coiled). Nevertheless,
competition is keen, reflecting in part numerous competitors
in the main product categories.


WORLDCOM INC: Judge Gonzalez Confirms Debtors' Chapter 11 Plan
--------------------------------------------------------------
U.S. Bankruptcy Court Judge Arthur J. Gonzalez approved MCI's Plan
of Reorganization Friday afternoon, setting the stage for the
company's emergence from Chapter 11.  When MCI emerges from
chapter 11, tens of billions of dollars of debt on the Company's
balance will be swapped for new equity in the deleveraged company.  
Shareholders are wiped-out.  WorldCom bondholders recover 34 to 35
cents-on-the-dollar.  Arguably structurally senior MCI bondholders
will see an 80% recovery on their debt securities.  

"This is a great day for MCI," Michael D. Capellas, MCI chairman
and CEO, said.  "Against all odds, we have reached our
confirmation faster than anyone expected. Today's ruling is a real
tribute to our 55,000 hardworking employees and our loyal customer
base of 20 million strong.

"We have spent the past 10 months building a world-class Board of
Directors, recruiting seven new key executives, including a CFO, a
COO, a General Counsel and a Chief Ethics Officer, and instituting
a standard-setting corporate governance structure. All of this
while remaining focused on serving our customers each and every
day.

"We know we still have more work to do. But starting now, you will
see us drive even harder with more focus and determination to win
in the marketplace.

"MCI has a strong set of assets, including the world's farthest-
reaching IP backbone, a restructured financial position with
strong cash flow, and a healthy balance sheet. We serve 65 percent
of the Fortune 1000 with the industry's best customer service and
we have a name-brand consumer franchise with its flagship offering
The Neighborhood built by MCI.

"As we see the industry fundamentals continue to shift, the future
will be about the convergence of computing and telecommunications.
And where these two worlds meet is where MCI will be.

"As we take the final steps necessary to emerge from Chapter 11,
we will act with the same outrageous sense of urgency in serving
every customer need and delivering innovation as we did in
reaching today's confirmation."

                       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 the number of 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


WORLDCOM INC: Signs-Up Deloitte for Consulting Services
-------------------------------------------------------
Worldcom Inc. and its debtor-affiliates seek the Court's authority
to employ Deloitte Consulting LP to render certain consulting
services, nunc pro tunc to September 7, 2003.

The Debtors selected Deloitte Consulting for these reasons:

   * Deloitte has diverse experience and extensive knowledge,
     including, without limitation, in the fields of consulting
     and systems controls;

   * Deloitte Consulting's affiliate, Deloitte & Touche LLP, is
     one of the Big Four accounting firms, and has the necessary
     depth and range of skills to assist the Debtors in these
     bankruptcy cases; and

   * Deloitte Consulting has significant qualifications and
     experience in performing the scope of work and in rendering
     similar services to debtors and other parties in numerous
     Chapter 11 cases.

Deloitte Consulting will provide these services:

   (a) Assist the Debtors in gathering documents and information
       identified by the Debtors in connection with the
       completion of their financial reporting processes;

   (b) Assist in the Debtors' documentation and remediation
       of financial and related internal control processes, as
       necessary and mutually agreed to by the Deloitte and the
       Debtors; and

   (c) Provide assistance to the Debtors at the Debtors'
       request and as may be agreed to by Deloitte Consulting,
       regarding issues specific to companies in bankruptcy.

In connection with these Projects, Deloitte is also prepared to  
provide other assistance as the Debtors may request.

The specific procedures that Deloitte will perform in connection  
with the Projects will include assisting the Debtors in:

   -- establishing a project management office at the Debtors'
      premises;

   -- conducting interviews with the Debtors' finance,
      accounting, systems and operating personnel regarding the
      Debtors' information and the status of the Projects;

   -- their review of schedules, timetables and work plans
      prepared, as well as in preparing updated project plans,
      task lists and timelines;

   -- accumulating and analyzing their financial, systems,
      control and operational information and other relevant data
      in connection with the Debtors' completion of their
      financial reporting process;

   -- documenting their financial and related control processes
      and functions, and helping the Debtors, prepare remediation
      actions that may be deemed necessary by the Debtors; and

   -- other project management and facilitation activities as
      directed by the Debtors.

Sharon Youdelman, Esq., at Weil, Gotshal & Manges LLP, relates
that Deloitte Consulting and its affiliate, Deloitte & Touche,
were previously approved by the Court to perform similar
services.  However, Deloitte Consulting was only approved as a
consultant and service provider through and including
September 6, 2003.  The U.S. Trustee, therefore, required the
Debtors to file a separate application for Deloitte Consulting's
retention from and after September 7, 2003.

The Debtors intend to pay Deloitte Consultants, based on the
hours actually expended by each professional at 75% of each
professional's then current regular hourly billing rate.  The
range of Deloitte Consulting's hourly billing rates based on
classification of personnel, before any applicable discount, is:

               Principal/Director      $550 - 750
               Senior Manager           500 - 590
               Manager                  400 - 520
               Senior Consultants       250 - 400
               Consultants              150 - 275
               Analysts                  75 - 120

Jan Woodcock, a principal of Deloitte Consulting, attests that
the firm is a  "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code, and holds no interest
adverse to the Debtors, their estates, their creditors, or any
other party-in-interest. (Worldcom Bankruptcy News, Issue No. 41;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


WORLD HEART: SEC Declares Registration Statement Effective
----------------------------------------------------------
World Heart Corporation  (OTCBB: WHRTF, TSX: WHT) announced that
the registration statement on Form F-3 (File No. 333-109876) filed
by the Company on October 22, 2003 was declared effective by the
U.S. Securities and Exchange Commission Thursday last week.

The registration statement relates to the possible resale, from
time to time, by the security holders identified in the prospectus
contained in the registration statement of up to 81,781,451 Common
Shares of the Company of which (i) 38,943,548 Common Shares are
currently outstanding and (ii) 42,837,903 Common Shares will be
issued upon the exercise of Warrants.

The Common Shares and the Warrants covered by the registration
statement were originally issued to the security holders as part
of the $63.5 million (US$46.3 million) private placement
transaction completed on September 23, 2003. The registration
statement was filed pursuant to a registration rights agreement
entered into with the U.S. investors in connection with such
transaction.

Of the sale of 74,699,548 Units completed on September 23, 2003,
38,943,548 Units, (consisting of 38,943,548 Common Shares and
38,943,548 Warrants), were purchased by U.S. investors and
35,756,000 Units were purchased by Canadian investors. The
38,943,548 Common Shares purchased by the U.S. investors are now
freely tradable in the United States on the OTCBB. An additional
38,943,548 Common Shares that will be issued upon the exercise of
the Warrants and 3,894,355 Common Shares that will be issued upon
the exercise of the U.S. Agent's warrants become freely tradable
in the United States on the OTCBB if and when issued, on exercise
of the Warrants.

The 74,699,548 Common Shares and the 74,699,548 Common Shares that
will be issued upon the exercise of the Warrants, held by U.S.
investors and by Canadian investors, as well as 7,030,355 Common
Shares that will be issued upon the exercise of the U.S. and
Canadian Agent's warrants, will become freely tradable in Canada
on the TSX on January 23, 2004.

Also as previously announced, the Corporation intends to seek
shareholder approval for a "reverse split", or share
consolidation, of its Common Shares, as approved by the Board of
Directors on September 10, 2003, in connection with the private
placement transaction completed on September 23, 2003. This
consolidation will be on the basis of one Common Share for seven
Common Shares, and approval of the shareholders will be sought at
a Special Meeting of Shareholders to be held in Toronto on
November 25, 2003 at 4:00 p.m.. Notice of the Special Meeting, the
Management Information Circular, and a Form of Proxy were mailed
to shareholders on October 28, 2003.

This share consolidation is an important step in the Company's
plans to seek the re-listing of its Common Shares on the NASDAQ
Stock Market when the Company has met the listing requirements.

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 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.


* BOND PRICING: For the week of November 3 - 7, 2003
----------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Advantica Restaurant                  11.250%  01/15/08    57
AK Steel Corp.                         7.750%  06/15/12    68
AK Steel Corp.                         7.875%  02/15/09    69
American & Foreign Power               5.000%  03/01/30    65
AMR Corp.                              9.000%  09/15/16    75
AnnTaylor Stores                       0.550%  06/18/19    69
Burlington Northern                    3.200%  01/01/45    53
Calpine Corp.                          7.750%  04/15/09    72
Calpine Corp.                          7.875%  04/01/08    73
Calpine Corp.                          8.500%  02/15/11    73
Calpine Corp.                          8.625%  08/15/10    72
Coastal Corp.                          6.950%  06/01/28    72
Coastal Corp.                          7.420%  02/15/37    75
Comcast Corp.                          2.000%  10/15/29    33
Continental Airlines                   7.568%  12/01/06    71
Cox Communications Inc.                0.348%  02/23/21    72
Cox Communications Inc.                2.000%  11/15/29    33
Crown Cork & Seal                      7.500%  12/15/96    75
Cummins Engine                         5.650%  03/01/98    68
Delta Air Lines                        7.900%  12/15/09    74
Delta Air Lines                        8.300%  12/15/29    64
Delta Air Lines                        9.000%  05/15/16    68
Delta Air Lines                        9.250%  03/15/22    66
Delta Air Lines                        9.750%  05/15/21    66
Delta Air Lines                       10.375%  12/15/22    67
Dynex Capital                          9.500%  02/28/05     1
El Paso Corp.                          7.750%  01/15/32    75
Elwood Energy                          8.159%  07/05/26    72
Fibermark Inc.                        10.750%  04/15/11    70
Finova Group                           7.500%  11/15/09    49
Gulf Mobile Ohio                       5.000%  12/01/56    70
Internet Capital                       5.500%  12/21/04    63
Kaiser Aluminum                        9.875%  02/15/49    74
Kaiser Aluminum                       10.875%  10/15/06    74
Level 3 Communications Inc.            6.000%  09/15/09    65
Level 3 Communications Inc.            6.000%  03/15/10    64
Liberty Media                          3.750%  02/15/30    62
Liberty Media                          4.000%  11/15/29    65
Lucent Technologies                    6.450%  03/15/29    70
Lucent Technologies                    6.500%  01/15/28    70
Mirant Corp.                           5.750%  07/15/07    53
Missouri Pacific Railroad              4.750%  01/01/30    71
Missouri Pacific Railroad              5.000%  01/01/45    66
Northern Pacific Railway               3.000%  01/01/47    51
Northwest Airlines                     7.875%  03/15/08    75
NTL Communications Corp.               7.000%  12/15/08    19
Orbital Imaging                       11.625%  03/01/05    50
RCN Corporation                       10.125%  01/15/10    46
Revlon Consumer Products               9.000%  11/01/06    70
Scotia Pacific Co.                     6.550%  01/20/07    67
Solutia Inc.                           7.375%  10/15/27    66
Titan Wheel International              8.750%  04/01/07    57
Universal Health Services              0.426%  06/23/20    64
US Timberlands                         9.625%  11/15/07    64
Worldcom Inc.                          6.400%  08/15/05    34
Xerox Corp.                            0.570%  04/21/18    65

                          *********

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

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
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liabilities that may never materialize.  The prices at which
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Bond pricing, appearing in each Thursday's edition of the TCR, is
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Each Friday's edition of the TCR includes a review about a book of
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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.

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