TCR_Public/031104.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, November 4, 2003, Vol. 7, No. 218   

                          Headlines

ADVANSTAR COMMS: Acquires Cadence Magazine from CMP Media
AIR CANADA: Wants Clearance for CND$80 Million AmEx Facility
ALDERWOODS GROUP: Will Publish Third-Quarter Results on Nov. 11
ALLMERICA FIN'L: Insurer Fin'l Strength Ratings Up a Notch to BB
ALON USA: S&P Assigns Low-B Corporate Credit & Bank Loan Ratings

AMERICAN NATURAL: Closes Convertible Secured Debenture Financing
AMES DEPARTMENT: Wants to Implement Performance Incentive Plan
APPLICA: Credit Rating Cut to B on Weaker-Than-Expect Financials  
ARMSTRONG HOLDINGS: Sept. 30 Balance Sheet Upside-Down by $1.3BB
ARMSTRONG HOLDINGS: Gets Go-Signal to Reimburse PI Trust Costs

BASUCH & LOMB: 3rd-Quarter Results Reflect Stronger Performance
BEN HICKS AVIATION: Case Summary & 7 Largest Unsecured Creditors
BERRY PLASTICS: S&P Assigns B- Rating to New $90MM Senior Notes
BOB'S STORES: Gets Okay to Secure $20 Million DIP Financing
CENDANT MORTGAGE: Fitch Rates Certificate Classes at BB/B

CINCINNATI BELL: Proposed Sub. Notes Obtains Fitch's B Rating
CITGO PETROLEUM: Reports Improved Third-Quarter 2003 Results
COLUMBUS MCKINNON: EVP/CFO Robert L. Montgomery Plans to Retire
CONSECO FIN.: Creditors Asks Court to Reconsider Order re Claims
CONSECO INC: Intends to Foreclose on Stephen Hilbert's Estate

CORRPRO COMPANIES: Enters Recapitalization and Refinancing Pact
COVANTA ENERGY: Asks Court to OK Compromises with Heber Lessors
CROWN CASTLE: Declares Quarterly Preferred Stock Dividend Rate
DELTA FINANCIAL: Redeems Outstanding 9.5% Senior Notes Due 2004
DELTA FINANCIAL: Third-Quarter Results Show Vast Improvement

DOMAN INDUSTRIES: Sept. 30 Net Capital Deficit Narrows to $405MM
ELAN CORP: S&P Ups Junks Corporate Credit Rating to B-
ELCOM INC: Vitale Caturano Appointed as KPMG Replacement
ENRON CORP: Urging Court to Approve Crescent Lease Agreement
EVERGREEN INT'L: S&P Cuts & Places Ratings on Watch Negative

EXIDE TECHNOLOGIES: Will Present Global Identity at AAIW 2003
FAIRFAX FINANCIAL: Reports Improved Third-Quarter Fin'l Results
FELCOR LODGING: S&P Keeps Watch on Ratings After Weak Q3 Results
FFP OPERATING: Case Summary & 20 Largest Unsecured Creditors
FOOTSTAR INC: Delays Completion and Release of Fin'l Restatement

GENTEK INC: Court Waives Delaware Local Rule 3007-1(f)(ii)
GENUITY: Court OKs Kirkland & Ellis as Debtor's Special Counsel
GINGISS GROUP INC: Case Summary & 30 Largest Unsecured Creditors
GLOBAL CROSSING: Seeks Approval of Flag Telecom Settlement Pact
GOODYEAR TIRE: Brings-In Rick Navarro as VP Business Development

HAWK CORP: Holding Third-Quarter Conference Call Today
HAYES LEMMERZ: Begins Preparation to Restart Huntington Ops.
HECLA MINING: Will Take Environmental Liabilities in 3rd Quarter
HOME PRODUCTS: Weak Profitability Prompts S&P to Junk Ratings
IFCO SYSTEMS: Expects Strong Growth for Third-Quarter 2003

J.P. MORGAN: Fitch Rates Class B-4 & B-5 Certificates at BB/B
KMART CORP: Replaces Skadden Arps as Post-Emergence Counsel
MAGELLAN HEALTH: Court Clears Justice Department Settlement Pact
MANITOWOC COMPANY: Proposes $125-Million Senior Debt Offering
MANITOWOC CO: S&P Rates $125-Mill. Senior Unsecured Notes at B+

MERRILL LYNCH: S&P Assigns Prelim. Ratings to 2003-KEY1 Notes
MILACRON INC: Sept. 30 Balance Sheet Upside-Down by $25.7 Mill.
MIRANT CORP: Court OKs Amendment to Prepetition Credit Agreement
MSX INT'L: Schedules Third-Quarter Conference Call for Nov. 10
NORTHWEST AIRLINES: $225-Mill. Senior Notes Get S&P's B- Rating

NORTHWEST AIRLINES: Fitch Rates $225-Mil. Convertible Notes at B
NORTHWESTERN CORP: Issues Comment on Recent Share Price Increase
NRG ENERGY: Implementing Proposed KERP and Severance Agreements
ONEIDA LTD: Closing 5 Factory Sites as Part of Cost-Saving Plan
OWENS CORNING: Balks At New York City's $10-Million Claim

PACIFIC SHORES: Fitch Raises Two Low-B Preference Shares Ratings
PENN NATIONAL: S&P Ups Ratings over Improved Operating Results
PG&E NATIONAL: Noteholders Committee Taps Klee Tuchin as Counsel
PICCADILLY CAFETERIAS: S&P Drops Ratings to D over Bankruptcy
POLAROID CORP: Committee Wants Shareholders Claim Reclassified

REDBACK NETWORKS: Case Summary & 20 Largest Unsecured Creditors
RELIANT RESOURCES: Will Take After-Tax Charge of $1BB in Q3 2003
RELIANT: Fitch Says Impairment Charge Won't Affect Ratings
REVLON INC: Sept. 30 Net Capital Deficit Widens to $1.7 Billion
ROGERS WIRELESS: S&P Ratings Outlook Goes to Positive from Stable

ROUGE INDUSTRIES: Turns to FTI Consulting as Financial Advisor
RURAL/METRO: Wins Exclusive Services Contract in Tuczon, Arizona
RYLAND GROUP: Credit Rating Upped to Investment-Grade Level
SK GLOBAL AMERICA: Court Fixes November 24 as Claims Bar Date
SKM LIBERTYVIEW CBO: Class B Note Ratings Downgraded to B+

STARWOOD HOTELS: Begins Search for New Chief Executive Officer
STRUCTURED ASSET: Fitch Rates Classes B4 & B-5 Notes with Low-Bs
TRI-UNION DEV'T: Files Plan and Disclosure Statement in Texas
UICI: Look for Third-Quarter 2003 Operating Results Tomorrow
UNITED AIRLINES: Intends to Pay Amendment Fees to DIP Lenders

VERTIS INC: Third-Quarter 2003 Net Loss Balloons to $24 Million
WAYLAND INVESTMENT: Fitch Affirms BB Rating for $60M Sub. Notes
WEIRTON: Retiree Committee Taps Pascarella & Wiker as Accountant
WHEELING: Secures Extension of Avoidance Action Protocol
WOLVERINE TUBE: Third-Quarter 2003 Results Sink into Red Ink

WORLDCOM INC: Hires Gibson Dunn & Crutcher as Special Counsel
WORLDGATE COMMS: Look for Third-Quarter Results Tomorrow

* Paul Glassman Joins Greenberg Traurig's Los Angeles Office

* Large Companies with Insolvent Balance Sheets

                          *********

ADVANSTAR COMMS: Acquires Cadence Magazine from CMP Media
---------------------------------------------------------
Advanstar Communications Inc., publisher of Cadalyst magazine, has
acquired Cadence magazine from CMP Media. Advanstar plans to
incorporate Cadence into Cadalyst to provide readers and
advertisers with one definitive print and online resource for the
$3 billion computer-aided design (CAD) marketplace.

"We are happy to create a combined publication that will become
the market leader for advertisers and readers," said Robert L.
Krakoff, Chairman and CEO of Advanstar Communications.

"The acquisition demonstrates Advanstar's commitment to the CAD
marketplace," said Dana Fisher, Group Publisher of Cadalyst.  
"Cadalyst celebrates its 20-year anniversary in 2004, and we look
forward to continuing our legacy of editorial excellence, product
reviews, quality circulation, Caddie awards and customer
partnerships for many more years to come. The integration of
Cadence with Cadalyst will strengthen these efforts, and enable us
to provide readers and advertisers with the best information and
marketing tools to help them grow their business."

Editor-in-Chief Sara Ferris will head Cadalyst's editorial staff
of writers and contributors. The magazine will continue to focus
on innovations and customer needs in all CAD industry segments
including CAD, CAE, CAM, AEC, MCAD, PLM and GIS, and be circulated
each month to 60,000 qualified subscribers from both publications.  
The magazine's Web site http://www.cadalyst.comwill continue to  
be a repository of CAD technology and reviews, and the Cadalyst e-
newsletters will continue to present key news in specific market
sectors, as well as product buying information.

Advanstar Communications Inc. -- http://www.advanstar.com-- is a  
worldwide business information company serving specialized markets
with high quality information resources and integrated marketing
solutions. Advanstar now has 115 business magazines and
directories, 78 tradeshows and conferences, numerous Web sites,
and a wide range of print and electronic direct marketing,
database and reference products and services. In addition to the
healthcare and pharmaceutical industries, Advanstar serves
targeted market sectors in the art, automotive, beauty, e-
learning, call center, digital media, entertainment/marketing,
fashion & apparel, manufacturing and processing, powersports,
science, telecommunications and travel/hospitality industries.
The Company now has more than 1,400 employees and currently
operates from multiple offices in North America, Latin America,
Europe and Asia.

Advanstar Communications Inc. (S&P, B Corporate Credit Rating,
Stable) is a worldwide business information company serving
specialized markets with high quality information resources and
integrated marketing solutions.  Advanstar has 100 business
magazines and directories, 77 tradeshows and conferences, numerous
Web sites, and a wide range of direct marketing, database and
reference products and services. Advanstar serves targeted market
sectors in such industries as art, automotive, beauty,
collaboration/e-learning, CRM/call center, digital media,
entertainment/marketing, fashion & apparel, healthcare,
manufacturing and processing, pharmaceutical, powersports,
science, telecommunications and travel/hospitality.  The Company
has over 1,200 employees and currently operates from multiple
offices in North America, Latin America, Europe and Asia.  For
more information, visit http://www.advanstar.com


AIR CANADA: Wants Clearance for CND$80 Million AmEx Facility
------------------------------------------------------------
In conjunction with the Affinity Card Agreements, Air Canada and
its debtor-affiliates ask Mr. Justice Farley to approve a non-
revolving term loan facility of up to CND80,000,000 that Amex Bank
of Canada pledges to Air Canada.  The Applicants will use the
proceeds to fund their ordinary course operations as well as the
costs and expenses arising in the CCAA Proceeding.  Amex will
advance the Loan, on the satisfaction of certain conditions, on or
before September 30, 2004.

Air Canada Executive Vice President and Chief Financial Officer,
M. Robert Peterson, relates that the Amex Facility is essential.  
Through the Facility, Air Canada will obtain access to additional
liquidity at a lower cost of funds compared with the $700,000,000
GE Capital CCAA Financing.  The limited security requirement
frees up Air Canada's other assets as security for GE Capital as
required.

                 Conditions Precedent to Advance

Air Canada and Aeroplan will secure the Facility subsequent to
these key events:

   -- The approval of the Amex Agreements and Amex Facility by
      the CCAA Court;

   -- The expiry of all appeal periods without motions brought
      before or orders granted by the courts having jurisdiction
      for such appeals;

   -- The entry into the definitive agreements, including each of
      the Amex Agreements and in respect of the Amex Facility, by
      Air Canada, Aeroplan and Amex; and

   -- The satisfaction of other conditions precedent, including  
      receipt by Amex of borrower certificates, confirmation of
      security and other undertakings and specific documents as
      outlined in the Amex Facility.

                  Deadline to Provide Financing

Under the Facility, Amex's commitment to provide funding to Air
Canada and to Aeroplan will terminate if the Advance is not made
by September 30, 2004.  Neither Amex nor any of its affiliates
will have any liability to any person in connection with Amex's
refusal to fund the Advance after September 30, 2004.

                            Repayment

The Applicants' obligations under the Facility will be set off,
at Amex's option, against Amex's obligations under the Affinity
Card Agreements.  Any amounts repaid will not be re-advanced by
Amex.  Any balance outstanding under the Amex Facility on the
maturity of the Loan will be paid in cash.  Any Amex Payments
that are due after the date that the outstanding principal
balance of the Amex Facility has been repaid to Amex in full,
will be paid for by Amex and by its affiliates to Air Canada or
Aeroplan in accordance with the Affinity Card Agreements.

                            Interest

The Applicants will pay an interest monthly in arrears based on
the average monthly Prime Rate of Bank of Montreal.  The interest
will be paid by wire transfer.  The interest rate will increase
by 2% per annum on the occurrence and during the continuance of
an Event of Default.

                      Security and Priority

To secure all existing and future obligations of Air Canada and
Aeroplan under the Facility, Amex will receive a fully perfected
first priority security interest and first ranking charge on the
Amex Agreements, all accounts receivable due by Amex under the
Amex Agreements and all licenses and trademarks used by Amex
specifically in connection with or related to the Co-Brand
Agreement other than the "Air Canada" and "Aeroplan" trademarks
and the AC Rondelle design mark.  The Collateral is subject only
to the CND10,000,000 Administrative Charge provided in the
Initial CCAA Order and other charges as may be consented to by
Amex.  All Collateral will be free and clear of all other liens,
encumbrances and claims of any kind.

                        Term/Maturity Date

The Facility will mature on the earlier of (i) an event of
default and (ii) the two year anniversary date of the loan
extension, subject to a six-month renewal term at Air Canada's,
Aeroplan's or Amex's option upon the consent of the non-
requesting party.  The Amex Facility will be repaid and satisfied
in full on the Maturity Date.

Events of Default include:

      (i) Air Canada or Aeroplan's failure to pay any amount
          when due and payable under the Amex Facility loan and
          security documentation, subject to cure periods
          provided in the Amex Facility Documents;

     (ii) Air Canada or Aeroplan's default in the performance or
          observance of any covenant in the Amex Facility
          Documents in any material respect, subject to cure
          periods provided in the Amex Facility Documents;

    (iii) Any default of any representation or warranty contained
          in the Amex Facility Documents in any material respect,
          subject to cure periods provided in the Amex Facility
          Documents;

     (iv) The performance or compliance by Air Canada or Aeroplan
          with any of its obligations under the Amex Facility
          Documents becoming unlawful, or any obligation of Air
          Canada or Aeroplan ceasing to be a legal, valid,
          binding and enforceable obligation of such party, or
          the enforceability of any of the Amex Facility
          Documents being disputed by either Air Canada or
          Aeroplan, or any of the security ceasing to constitute
          a lien of the nature and priority contemplated in the
          parties' October 22, 2003 commitment letter;

      (v) The dismissal or conversion of the CCAA Proceeding or
          the U.S. Bankruptcy Proceeding without the
          implementation of a plan of compromise or arrangement
          by Air Canada and the other applicants in the CCAA
          Proceeding or the granting of relief from the stay
          under the CCAA Proceeding or the U.S. Bankruptcy
          Proceeding to any person, other than Amex, the effect
          of which has a material adverse impact on the ability
          of:

          * Air Canada or Aeroplan to repay the principal or
            interest on the Amex Facility, or any other amount
            owing to Amex;

          * Air Canada or Aeroplan to perform its obligations
            under the Amex Agreements; or

          * Amex to enforce its rights under any of the Amex
            Facility Documents or the Affinity Card Agreements;

     (vi) Expiry of the stay granted under the CCAA Proceeding or
          the U.S. Bankruptcy Proceeding, or any order extending
          the stay, without the implementation of a plan of
          compromise or arrangement by the Applicants;

    (vii) The amendment, variation or modification to, or
          rescission of, any provision of the Initial CCAA Order
          or the Approval Order or the making of a new CCAA Court
          or U.S. Bankruptcy Court order without Amex's prior
          written consent where the amendment, variation,
          modification, recession or grant, as the case may be,
          has a Material Adverse Effect;

   (viii) The default of any Applicant in the material observance
          or performance of any CCAA Court or the U.S. Bankruptcy
          Court order;

     (ix) The termination of any of the Affinity Card Agreements
          by Air Canada or Aeroplan other than in accordance with
          its or their terms or the termination by Amex of the
          Affinity Card Agreements or either of them in
          accordance with its or their terms as a result of a
          default by Air Canada or Aeroplan;

      (x) The occurrence of an event of default under the GE
          Capital CCAA Financing or the CIBC Credit Agreement and
          GE Capital or CIBC, as the case may be, accelerating
          the payment of any amount under the financing
          documentation entered into by, among others, GE Capital
          and Air Canada or CIBC and Air Canada, as the case may
          be;

     (xi) Except for the CCAA Proceeding and the U.S. Bankruptcy
          Proceeding or in connection therewith, either Air
          Canada or Aeroplan instituting proceedings for its
          winding up, liquidation or dissolution, or taking
          action to become a voluntary bankrupt, or consenting to
          the filing of a bankruptcy proceeding against it or
          consenting to the appointment of a receiver,
          liquidator, trustee or assignee in bankruptcy or
          insolvency of the whole or any material part of its
          property, or making an assignment for the benefit of
          creditors, or publicly announcing or admitting in
          writing its inability to pay its debts generally as
          they become due, or suspending or threatening to
          suspend transaction of all or any substantial part of
          its usual business;

    (xii) Except for the CCAA Proceeding and the U.S. Bankruptcy
          Proceeding, the institution of any proceedings in any
          court of competent jurisdiction by any person other
          than Air Canada or Aeroplan for the winding up,
          liquidation or dissolution of Air Canada or Aeroplan,
          or for the appointment of a receiver, liquidator,
          trustee or assignee in bankruptcy or insolvency of the
          whole or any material part of the property of Air
          Canada or Aeroplan and either (A) such proceedings
          will remain un-dismissed or un-stayed for 15 days or
          more, or (B) an order or decree granting the relief or
          proceedings sought will be entered by a court of
          competent jurisdiction, whichever occurs first;

   (xiii) After the implementation of a plan of compromise or
          arrangement by the Applicants in the CCAA Proceeding
          and Air Canada's emergence from protection under the
          CCAA, the existence for three consecutive business days
          of one or more non-appealable judgments of a court of
          competent jurisdiction against Air Canada or Aeroplan
          or any of them, which would, in Amex's judgment, acting
          reasonably, have a Material Adverse Effect; or

    (xiv) If there will occur any event which would, in Amex's
          judgment, acting reasonably, have a Material Adverse
          Effect.

On the occurrence of an Event of Default, and at any time
thereafter if the Event of Default is continuing, Amex may
declare all obligations in respect of the Amex Facility,
including, without limitation, all accrued and unpaid interest,
to be immediately due and payable to Amex in cash and may
exercise all rights and remedies under the Amex Facility
Documents.  Amex will have all customary remedies, including,
without limitation, rights of set-off, under the Amex Facility
Documents.

                  Financial and Other Reporting

Air Canada and Ernst & Young Inc., the Court-appointed Monitor,
will provide Amex on a weekly basis, with a rolling 13-week cash
flow budget for Air Canada.  Air Canada will also provide Amex
with copies of all other information, other than collateral
reports, provided to GE Capital under the CCAA Financing
Agreement and to CIBC under the CIBC Credit Agreement as and when
provided to GE Capital and to CIBC. (Air Canada Bankruptcy News,
Issue No. 16; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ALDERWOODS GROUP: Will Publish Third-Quarter Results on Nov. 11
---------------------------------------------------------------
Alderwoods Group, Inc. (NASDAQ:AWGI) intends to release its third
quarter financial results for fiscal 2003 after market close on
Tuesday, November 11, 2003. Following the release, Alderwoods
Group will host a conference call to be held on Wednesday,
November 12, 2003 at 11:00 a.m. eastern time.

To participate in the conference call, please dial in
approximately 5 minutes ahead of time to one of the following
numbers:

        -  Toll-free number for participants dialing from inside
           the United States or Canada is 1.800.428.5596

        -  The number for Toronto participants is 416.641.6450

The call will be available for replay until midnight on
November 26, 2003 by calling 1.800.558.5253 and entering
conference ID No.21163664.

For further information; please contact Tamara Malone, Manager,
Media and Investor Relations at 416.498.2778.


ALLMERICA FIN'L: Insurer Fin'l Strength Ratings Up a Notch to BB
----------------------------------------------------------------
Fitch Ratings has upgraded the insurer financial strength ratings
of Allmerica Financial Life Insurance and Annuity Company and
First Allmerica Financial Life Insurance Company to 'BB' from 'BB-
'. Fitch has concurrently upgraded its long-term, senior debt, and
capital securities ratings on Allmerica Financial Corp. and its
related entities. All of these ratings have been removed from
Rating Watch Positive where they were placed in January 2003, and
have been assigned Stable Rating Outlooks.

In addition, Fitch has assigned 'BBB+' insurer financial strength
ratings to AFC's property/casualty subsidiaries The Hanover
Insurance Company and Citizens Insurance Corp. The Rating Outlook
on these ratings is Stable.

Fitch's decision to upgrade AFLIAC's and FAFLIC's insurer
financial strength ratings incorporates the positive factors cited
when it placed the ratings on Rating Watch Positive in January
2003, coupled with moderating surrender activity and with
improvements in AFLIAC's and FAFLIC's capital positions. AFLIAC's
NAIC risk-based capital ratio at September 30, 2003 was 349%
compared to 244% at year-end 2002, the companies' net amount at
risk declined to $3.3 billion at September 30, 2003 compared to
$4.6 billion at year-end 2002, and their combined statutory
surplus at September 30, 2003, was $547 million, a 13% increase
over the year-end 2002 total.

AFLIAC and FAFLIC are effectively in run-off and neither company
can pay dividends in 2003 without regulatory approval. Going
forward, Fitch believes that AFLIAC and FAFLIC will likely receive
approval to pay future dividends. Fitch also believes that in its
effort to maximize returns on capital, AFC will likely take
dividends out of AFLIAC and FAFLIC but that it will balance this
action with a desire to maintain capital levels required to
mitigate surrender activity and retain assets at AFLIAC and
FAFLIC. As a result, Fitch believes that AFLIAC's and FAFLIC's
capitalization will continue to be commensurate with their current
ratings.

Fitch's upgrade of AFC's senior debt rating to 'BB+' reflects its
belief that the company's credit-profile has stabilized
significantly over the last year. Fitch estimates the company's
current cash basis interest coverage at the holding company level,
at 1.6 times. Although Fitch does not expect AFC to take dividends
out of its property/casualty companies in 2003, cash basis
interest coverage is approximately 4.8x if ordinary dividends
currently available from its lead property/casualty subsidiary are
included. Fitch estimates operating earnings-based interest
coverage generated solely by AFC's property/casualty operation to
be in a range of 3x-4x on a run-rate basis.

Fitch's 'BBB+' insurer financial strength ratings on AFC's
property/casualty subsidiaries The Hanover Insurance Company and
Citizens Insurance Company of America reflect the companies'
historically solid underwriting capabilities and good competitive
positions in New England and Michigan.

Partially offsetting these positives are the companies' relatively
high operating leverage, especially in light of AFC's future
dividend requirements, and the adverse impact peer rating agency
downgrades have had on their ability to attract new profitable
business.

The ratings also reflect some uncertainty around a disclosure AFC
made during its third quarter earnings conference call that it was
reviewing its property/casualty subsidiaries' reserve adequacy.
Fitch anticipates that the review will be completed in the fourth
quarter 2003 and will result in a reserve charge for prior-
accident year development. However, Fitch believes that the charge
will be manageable in the context of the companies' current
capital positions and rating levels.

These ratings were initiated by Fitch as a service to users of
Fitch ratings. The ratings are based primarily on publicly
available information.

                    Rating Actions

     First Allmerica Financial Life Insurance Co.

        -- Insurer financial strength/ Upgrade/'BB'/Stable.

     Allmerica Financial Life & Annuity Co.

        -- Insurer financial strength/Upgrade/'BB'/Stable.

     Allmerica Global Funding LLC $2 billion global note program

        -- Long-term issuer rating/Affirm/'BB'/Stable.

     Allmerica Financial Corp.

        -- Long-term issuer/Upgrade/'BB+'/Stable;
        -- Senior debt rating/Upgrade/'BB+'/Stable;
        -- Commercial paper rating/Withdrawn/'B'.

     Allmerica Financing Trust

        -- Capital securities rating/Upgrade/'BB-'/Stable.

     The Hanover Insurance Company

        -- Insurer financial strength /Assign/'BBB+'/Stable.

     Citizens Insurance Company of America

        -- Insurer financial strength/Assign/'BBB+'/Stable.


ALON USA: S&P Assigns Low-B Corporate Credit & Bank Loan Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to independent petroleum refiner and retail marketer
Alon USA Inc.

At the same time, Standard & Poor's assigned its 'B' rating to
Alon's proposed $100 million senior secured bank term loan due
2008.

The outlook is stable. Dallas, Texas-based Alon had about $175
million of debt outstanding as of June 30, 2003.

Proceeds from the term loan will be used to reduce outstanding
bank debt, consisting of a $45.7 million term loan and
approximately $35 million outstanding under its credit facility,
with the remaining proceeds used for general corporate purposes
and transaction fees.

Ratings stability reflects Standard & Poor's expectation that the
company will manage its operations and any growth plans in a
manner that maintains adequate liquidity, even during a down cycle
environment, and will continue to reduce its high leverage.

"The ratings for Alon reflect the significant challenges the
company faces as a small independent petroleum refiner and
marketer with high book leverage and limited liquidity,
participating in a competitive, erratically profitable industry
that is burdened by excess capacity and high fixed-cost
requirements for refinery equipment and regulation compliance,"
noted Standard & Poor's credit analyst Brian Janiak. "These
weaknesses are partially offset by the company's significant
advantage as a local refiner in physically remote markets and
relatively modest spending necessary to meet upcoming clean fuels
requirements," added Janiak.

The stable outlook is predicated on the expectation that
completion of the Longhorn pipeline will not result in a material
deterioration of the company's business and financial profile.

Alon USA operates a 60,000 barrels per day of crude oil throughput
capacity refinery in Big Springs, Texas that serves relatively
isolated, typically high margin niche markets in West Texas, New
Mexico, and Arizona. The company also has a retail network in the
southwestern U.S. that includes over 1,400 Fina branded retail
sites.


AMERICAN NATURAL: Closes Convertible Secured Debenture Financing
----------------------------------------------------------------
American Natural Energy Corporation (TSX Venture: ANR.U) has
completed an additional financing consisting of US$305,000 in
convertible secured debentures.  

This completes a total financing of US$12.0 million in convertible
secured debentures with ANEC having closed an initial financing of
US$11.7 million on October 21, 2003.  The debentures are repayable
on September 30, 2005 with interest payable quarterly commencing
December 31, 2003 at 8% per annum.  The outstanding principal of
the debentures is convertible into common shares of ANEC at any
time prior to maturity at a conversion price of US$0.45 per share,
subject to antidilution adjustment, and the debentures are
redeemable by ANEC at any time after October 1, 2004 if the
average weighted price per share on the TSX Venture Exchange for a
20 consecutive trading day period prior to the date notice of
redemption is given has exceeded 166-2/3% of the conversion
price.  A finder's fee in the amount of US$9,150 was paid to
Middlemarch Partners Limited of London, England in connection with
the additional financing.  The additional funds are intended to be
utilized in the exploration and development of its Bayou Couba oil
and gas leases within its ExxonMobil Joint Development Project in
St. Charles Parish, Louisiana.  The Debentures are collateralized
by substantially all of ANEC's assets.

The debentures and any common shares issued upon conversion of the
debentures will be subject to a statutory hold period of four
months under applicable Canadian securities legislation and stock
exchange policies.  The offer and sale of the Debentures was not
registered under the US Securities Act of 1933, as amended, and
the Debentures and the shares issuable on conversion may not be
offered and sold free of any restrictions on resale under the Act
absent registration under that Act or an applicable exemption
from the registration requirements.

ANEC is a Tulsa, Oklahoma based independent exploration and
production company with operations in St. Charles Parish,
Louisiana.  

                         *      *      *

                    Going Concern Uncertainty

As reported in Troubled Company Reporter's August 29, 2003
edition, the Company announced its financial statements have been
prepared on a going concern basis which contemplates continuity of
operations, realization of assets and liquidation of liabilities
in the ordinary course of business. The Company has no current
borrowing capacity with any lender. It has sustained substantial
losses in 2002 and 2001, totaling approximately $8.7 million and
$1.0 million, respectively, a stockholders' deficit of $1.4
million at December 31, 2002, a working capital deficiency of
approximately $6.0 million including current amounts due under
borrowings of approximately $4.5 million, and negative cash flow
from operations in each of 2002 and 2001, all of which lead to
questions concerning the Company's ability to meet its obligations
as they come due. The Company also has a need for substantial
funds to develop its oil and gas properties. As a result of the
losses incurred and current negative working capital and other
matters described above, there is no assurance that the carrying
amounts of its assets will be realized or that liabilities will be
liquidated or settled for the amounts recorded. The Company's
ability to continue as a going concern is dependent upon adequate
sources of capital and the ability to sustain positive results of
operations and cash flows sufficient to continue to explore for
and develop its oil and gas reserves.

The independent accountants' report on American Natural Energy's
financial statements as of and for the year ended December 31,
2002 includes an explanatory paragraph which states that the
Company has sustained substantial losses, a stockholders' deficit,
a working capital deficiency and negative cash flow from
operations in each of 2002 and 2001 that raise substantial doubt
about its ability to continue as a going concern.


AMES DEPARTMENT: Wants to Implement Performance Incentive Plan
--------------------------------------------------------------
Ames Department Stores, Inc., and its debtor-affiliates seek the
Court's authority to:

   (a) implement an Employee Performance Incentive Program and an
       Expected Recovery Percentage Program to be distributed on
       a discretionary basis to the Debtors' remaining employees,
       including Rolando de Aguiar, Ames' president; and

   (b) provide for the continued employment of Mr. de Aguiar.

According to Deryck A. Palmer, Esq., at Weil, Gotshal & Manges
LLP, in New York, in light of the critical, time-intensive
employment services the Debtors require while they wind down
their business, the Debtors determined to create an incentive for
their employees to continue working for them throughout the wind-
down process.  To this end, the Debtors, in concurrence with the
Committee, formulated an employee severance, retention, and
performance incentive program.  The Wind-Down Severance,
Retention, and Incentive Program was approved by the Court on
October 10, 2002 and will continue unaffected.

Mr. Palmer tells the Court that the Performance Incentive Program
is designed to cover the Debtors' obligations to the Employees,
with the exception of Mr. de Aguiar.  On the other hand, the
Expected Recovery Percentage Program is designed to cover the
Debtors' obligations to Mr. de Aguiar.    

As of June 1, 2003, the Debtors had 34 full and part-time
employees on their payroll.  The Employees include certain former
employees of Ames whose efforts were critical to maximizing
creditor recoveries and will participate in the Performance
Incentive Program.  

                          The Programs

The Programs provide a mechanism to distribute incentive awards
from two independent, self-funding pools to Employees and Mr. de
Aguiar when the recoveries to creditors reach certain targets set
by the Committee.  The Performance Incentive Program will have
one pool of funds and the Expected Recovery Percentage Program
will have a separate pool.  Distributions from the Pools will be
administered solely by Mr. de Aguiar, who will determine what
awards are to be made and which employees will be entitled to the
awards.

(A) Programs are Self-Funding

    Funding for the Pools will be based on the recoveries to
    creditors.  The amount of administrative expense claims on
    the Debtors' books and records total $120,400,000.  Based on
    the Debtors' current projections as of May 31, 2003,
    recoveries for administrative expense claimholders will be
    between 80.3% and 99.4% of the allowed amount of their
    administrative expense claims.  In other words, the Debtors'
    anticipate they will have between $96,600,000 and
    $119,600,000 to distribute on account of the $120,400,000 in
    administrative expense claims.  The midpoint for the
    anticipated recoveries to administrative expense creditors is
    89.78% of the $120,400,000.

    With the input and consent of the Committee, the Debtors have
    established the Midpoint as the initial target under the
    Programs.  When the Debtors achieve the Midpoint, the
    Performance Incentive Pool will be funded with $1,215,275 and
    the Expected Recovery Percentage Program Pool will be funded
    with $800,000.  Any reduction in the amount of administrative
    expense claims will be credited towards the Debtors' goal of
    satisfying administrative expense claims.  If recoveries to
    administrative expense creditors increase above the Midpoint,
    the Pools will be increased as well.  Specifically, for each
    quarter percentage point increase above the Midpoint, the
    Performance Incentive Program Pool will be increased by
    $12,618 and the Expected Recovery Percentage Program Pool
    will be increased by $12,382.  Thus, for each quarter
    percentage point the Debtors recover above the Midpoint, the
    Pools will be funded by an additional $25,000.

    In total, pursuant to the Programs, the Debtors will be
    entitled to distribute $2,015,275 to the Employees and Mr. de
    Aguiar upon achieving the Midpoint and an additional $25,000
    for each quarter-point above the Midpoint.

(B) Distribution Under the Programs

    The Debtors will not make any distributions pursuant to the
    Programs until they have reached the Midpoint.  Once the
    Midpoint is reached, the Debtors will be free to make
    distributions pursuant to the Programs on a discretionary
    basis as the pools are funded.

              Continued Employment of Mr. de Aguiar

Under the Key Management Executives Program, approved as part of
the Wind-Down Severance, Retention, and Incentive Program, the
Debtors guaranteed Mr. de Aguiar's employment for a minimum of
one year commencing September 1, 2002 pursuant to his Employment
Agreement with the Debtors.  Mr. de Aguiar is also entitled to
receive certain retention payments under the Wind-Down Severance,
Retention, and Incentive Program on a weekly basis.  The Debtors'
commitment to guarantee employment to Mr. de Aguiar expired at
the end of August 2003.  The Debtors have continued to employ Mr.
de Aguiar on a month-to-month basis since September 2003 under
the same terms as his Employment Agreement.

The Debtors propose to continue Mr. de Aguiar's Employment
Agreement from October 2003 through July 1, 2004, subject to
these provisions:

   (1) From October 2003 through January 2004, Mr. de Aguiar's
       base salary will remain unchanged but his Retention
       Payments will be reduced by 25%;

   (2) From February 2004 to April 2004, Mr. de Aguiar's Base
       Salary will be reduced by 25% and his Retention Payments
       will be reduced by 50%;

   (3) From May 2004 through July 1, 2004, Mr. de Aguiar's Base
       Salary will be reduced by 50% and his Retention Payments
       will be reduced by 75%.

Mr. Palmer clarifies that the Debtors' renewal of Mr. de Aguiar's
employment will be without prejudice to continue Mr. de Aguiar's
employment at the conclusion of the ten-month term on a
guaranteed basis or from month-to-month.

As a result of these reductions in compensations, total earnings
for Mr. de Aguiar for this period will amount to 51% of his
annualized earnings for the previous year.  To ensure Mr. de
Aguiar's current compensation does not decline below the previous
year's earnings, Mr. de Aguiar will be entitled to draw an
advance against the Expected Recovery Percentage Program Pool at
any time and from time to time, provided, however, that Mr. de
Aguiar's weekly compensation in combination with any Advance will
not exceed the previous year's earnings for the same period of
time.  Any Advance will be subject to disgorgement if the
Midpoint is not achieved or if Mr. de Aguiar's employment is
terminated for cause.  In the event Mr. de Aguiar voluntarily
terminates his employment and the Debtors achieve the Midpoint,
any advance or distribution from the ERP will not be subject to
disgorgement.  Upon reaching the Midpoint, the funding for the
Expected Recovery Percentage Program Pool will be reduced by the
amount of any prior Advance.  In the event Mr. de Aguiar's
employment is terminated and the Debtors reach the Midpoint, the
Expected Recovery Percentage Program Pool will continue to be
funded, and Mr. de Aguiar will continue to receive distributions
from the Expected Recovery Percentage Program Pool.

                   Significance of the Programs

Mr. Palmer assures the Court that the terms and provisions of the
proposed Programs are fair and reasonable given the nature and
magnitude of the Debtors' wind-down efforts.  By rewarding
success, the programs represent an economical and self-funding
mechanism to provide incentive for the Debtors' few remaining
Employees to attain administrative solvency, ensure successful
liquidation of the Debtors' assets, and maximize recoveries for
all creditors.  Moreover, implementation of the programs will
help ensure that Mr. de Aguiar and the other Employees continue
to provide assistance, if necessary, to the Debtors for the
duration of their required service.

Absent approval of the Programs and Mr. de Aguiar's continued
employment, the Debtors' wind-down efforts are likely to suffer
irreparable harm because there exists a high probability that a
substantial number of the remaining Employees and Mr. de Aguiar
may voluntarily terminate their employment before the completion
of the final phase of these Chapter 11 cases, with potentially
adverse consequences to the Debtors' estates.

Costs associated with the adoption of the Programs are more than
justified to discourage resignations among the Debtors' few
remaining employees, dispel the perceived risk of working for a
liquidating Debtor, and obtain the value of the Employees'
experience, knowledge and determination.

Because the Programs are needed to retain the remaining Employees
and Mr. de Aguiar, the payment rights of the Employees who
participate in the programs and the continued employment of Mr.
de Aguiar are "actual, necessary costs and expense of preserving
the estate[s]," and will, therefore, have an administrative
expense status under Section 503(b)(1)(a) of the Bankruptcy Code
to the extent they become due. (AMES Bankruptcy News, Issue No.
45; Bankruptcy Creditors' Service, Inc., 609/392-0900)


APPLICA: Credit Rating Cut to B on Weaker-Than-Expect Financials  
----------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its ratings on small
appliance manufacturer Applica Inc., including its corporate
credit rating to 'B' from 'B+.

At the same time, these ratings were placed on CreditWatch with
negative implications. Total debt outstanding as of Sept. 30,
2003, was $156.1 million.

"The rating actions reflect Applica's weaker-than-expected
financial results and credit protection measures for the 12 months
ended Sept. 30, 2003. Applica's financial performance declined
from significant price erosion and unit declines in the company's
toaster oven and iron product lines, somewhat mitigated by higher
sales of lower-margin products," said Standard & Poor's credit
analyst Martin Kounitz.

The small appliance industry is currently faced with accelerating
price deflation of 15% or more, as Chinese manufacturers ship
lower-priced goods through traditional sales channels, and U.S.
retailers purchase products directly from overseas manufacturers.
With lower sales volume and unabsorbed overhead, the company's
EBITDA for the 12 months ended Sept. 30, 2003, fell 36% versus the
same period the previous year. For the same period, lease-adjusted
EBITDA coverage of interest expense was 2.3x, compared with 3.4x
in 2002. Total debt to EBITDA increased to 4.1x from 3.3x in 2002,
despite debt reduction of $85.6 million since September 2002. To
improve profitability, management has decided to increase the
amount of product lines that it outsources to lower-cost
manufacturers. However, Standard & Poor's is concerned about the
length of time required to stabilize operating performance and to
return to historical operating strength.

Standard & Poor's will meet with management to discuss its
business and financial plans for improving the company's operating
performance during this current challenging retail environment
prior to resolving the CreditWatch listing.


ARMSTRONG HOLDINGS: Sept. 30 Balance Sheet Upside-Down by $1.3BB
----------------------------------------------------------------
Armstrong Holdings, Inc. (OTC Bulletin Board: ACKHQ) reported
third quarter 2003 net sales of $851.4 million that were 0.6%
higher than third quarter net sales of $846.5 million in 2002.
Excluding the favorable effects of foreign exchange rates of $28.2
million, consolidated net sales decreased by 2.7%, primarily due
to lower sales volume. Operating income of $17.8 million was
recorded for the third quarter of 2003 compared to operating
income of $52.4 million in the third quarter of 2002.

For the nine-month period ending September 30, 2003, net sales
were $2,453.2 million, an increase of 1.4% from the $2,420.2
million reported for the first nine months of 2002. Excluding the
favorable effects of foreign exchange rates of $105.6 million,
consolidated net sales decreased 2.9%. An operating loss in the
first nine months of 2003 of $4.3 million compared to operating
income of $148.5 million for the first nine months of 2002.

Results for the third quarter reflect lower selling, general and
administrative (SG&A) costs that were partially offset by higher
raw material costs and the effects of lower sales volumes, while
the year-to-date performance reflects lower sales and higher raw
material costs partially offset by lower SG&A expenses.

          Segment Highlights for the Third Quarter 2003

Resilient Flooring net sales were $315.6 million in the third
quarter of 2003 and $315.1 million in the third quarter of 2002.
2003 sales compared to 2002 were favorably impacted by $9.4
million from the effects of foreign exchange rates in translation.
Operating income of $20.8 million in the quarter declined by $0.7
million from the operating income in the third quarter of 2002 of
$21.5 million. 2003 included $5.4 million of costs related to
ceasing production of its residential stencil product line. In
addition, lower SG&A expenses were partially offset by the effects
of overall lower sales volume.

Wood Flooring net sales of $183.7 million in the third quarter of
2003 increased 1.9% from $180.3 million in the prior year. This
increase was driven primarily by improved pricing and increased
volume in certain products. An operating loss of $9.9 million was
recorded in the third quarter of 2003 compared to operating income
of $10.0 million in the third quarter of 2002. $15.6 million of
the $19.9 million decline in operating income was primarily due to
charges from the closure of a manufacturing plant in Port Gibson,
Mississippi. Also contributing to the decline in operating income
were increases in lumber and manufacturing costs and a $2.0
million impairment of an office building determined to be held for
sale, partially offset by lower selling expenses.

Textiles and Sports Flooring net sales of $73.3 million increased
in the third quarter of 2003 compared to $68.6 million in the
third quarter of 2002. Excluding the favorable effects of foreign
exchange rates of $9.6 million, net sales decreased 6.3% due to
weak European markets. Operating income of $0.2 million in the
third quarter of 2003 increased by $1.3 million from the operating
loss of $1.1 million in the third quarter of 2002. 2003 included a
$3.7 million restructuring charge for European manufacturing-
related severances. 2003 results reflect lower selling and
advertising costs and improved manufacturing costs that were
partially offset by the lower sales volume.

Building Products net sales of $227.9 million in the third quarter
of 2003 increased from $225.8 million in the prior year. Excluding
the favorable effects of foreign exchange rates of $9.2 million,
sales decreased by 3.0%, primarily due to lower sales volume in
commercial markets, partially offset by improved pricing in the
U.S. commercial market. Operating income decreased to $32.4
million from operating income of $34.6 million in the third
quarter of 2002. This decrease resulted from lower sales volume
and increased natural gas costs, partially offset by improved
production expenses and improved U.S. commercial market pricing.
Operating income for the third quarter of 2003 benefited by
approximately $1.2 million due to the effect of foreign exchange
rates.

Cabinets net sales in the third quarter of 2003 of $50.9 million
decreased from $56.7 million in 2002 due primarily to reductions
in volume. An operating loss of $3.2 million in 2003 compared to
an operating loss of $0.3 million in the prior year. The operating
loss was predominantly due to the negative effects of lower
volume. Additionally, Cabinets recorded a $0.8 million impairment
related to an office building determined to be held for sale.

Armstrong anticipates charges of approximately $8 million during
the fourth quarter from its announced Wood Flooring plant closure
in Warren, Arkansas.

More details on the Company's performance can be found in its Form
10-Q, filed with the SEC today. References to performance
excluding the effects of foreign exchange are non-GAAP measures.
Management believes that this information improves the
comparability of business performance by excluding the impacts of
changes in foreign exchange rates when translating comparable
foreign currency amounts.

Armstrong Holdings, Inc. is the parent company of Armstrong World
Industries, Inc., a global leader in the design and manufacture of
floors, ceilings and cabinets. In 2002, Armstrong's net sales
totaled more than $3 billion. Based in Lancaster, PA, Armstrong
operates 58 plants in 14 countries and approximately 15,700
employees worldwide. More information about Armstrong is available
on the Internet at http://www.armstrong.com  


ARMSTRONG HOLDINGS: Gets Go-Signal to Reimburse PI Trust Costs
--------------------------------------------------------------
Armstrong World Industries obtained the Court's authority to:

   -- reimburse the Trustees of the Asbestos PI Trust for the
      reasonable attorneys' fees and out-of-pocket expenses
      incurred by the Trustees in connection with the
      establishment of the Asbestos PI Trust, and such other
      actions as are necessary to have the Asbestos PI Trust
      operational by the Effective Date of the Plan;

   -- if the Trustees undertake activities prior to
      confirmation, reimburse the members of the Trustees'
      Advisory Committee for reasonable out-of-pocket expenses
      incurred in connection with such activities and pay the
      TAC members a reasonable hourly rate established by the
      Trustees for meetings attended or other conduct of
      Asbestos PI Trust business;

   -- pay the Trustees for meetings attended at the per diem to
      be included in the Asbestos PI Trust Agreement and to be
      agreed upon by the Asbestos PI Claimants' Committee and
      the Future Claimants' Representative; and

   -- pay the premiums for errors and omissions insurance to be
      issued on the Trustees' behalf.

AWI wants to make these payments without further Court approval.  
All pre-confirmation fees and expenses of the Future Claimants'
Representative and counsel to the Future Claimants' Representative
in connection with the establishment of the Asbestos PI Trust will
be paid in accordance with the current procedures for fee
applications in AWI's Chapter 11 case. (Armstrong Bankruptcy News,
Issue No. 49; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


BASUCH & LOMB: 3rd-Quarter Results Reflect Stronger Performance
---------------------------------------------------------------
Bausch & Lomb (NYSE:BOL) reported earnings per share of $0.60 for
the quarter ended September 27, 2003, compared to $0.17 per share
reported in the prior-year period. Worldwide sales of $508.8
million grew nine percent (or five percent on a constant-currency
basis) over the $466.7 million reported in 2002.

The prior-year period earnings per share included certain non-
recurring items discussed below. Excluding such items, comparable-
basis earnings per share were $0.48 in 2002.

For the first nine months of 2003, net sales were $1.47 billion,
an increase of $130.0 million or 10 percent over the prior year,
and a three percent increase on a constant-currency basis.
Earnings per share from continuing operations were $1.44, compared
to $0.74 in 2002. Excluding the impact of non-recurring items,
comparable-basis 2002 earnings per share from continuing
operations were $1.13.

Bausch & Lomb Chairman and Chief Executive Officer Ronald L.
Zarrella said, "We are pleased with the positive momentum in our
Company's financial performance. Our third-quarter results
demonstrated sustained solid growth in the majority of our
businesses, combined with continued progress in executing our
cost-saving initiatives as well as a favorable currency
environment. Based on our expectation that underlying trends will
continue, we foresee comparable-basis fourth-quarter earnings per
share of approximately $0.79." Zarrella continued, "Looking ahead
to next year, our revenues should grow in the mid-single digits.
Additional savings from ongoing profitability initiatives,
combined with lower interest expense following the recent
refinancing of debt, should yield 2004 earnings per share in the
range of $2.50 to $2.60."

                      Liquidity Highlights

Cash and investments at the end of September totaled $458.2
million, representing a cash outflow of $6.9 million in the first
nine months of 2003. The Company generated free cash flow (defined
as cash generated before the payment of dividends, the borrowing
or repayment of debt, stock repurchases, the acquisition of
businesses and intangible assets, and divestitures) of $79.8
million in the first nine months of 2003, compared to $150.3
million in the year-ago period, primarily reflecting higher cash
outflows associated with foreign currency hedging contracts and
tax payments in 2003, as well as cash inflows associated with the
liquidation of shares of Charles River stock in the prior-year
period.

Bausch & Lomb indicated that it continues to project full-year
free cash flow of approximately $130 million in 2003, with an
objective to generate free cash flow at least equal to net
earnings in 2004.

          Company Announces Registration of Securities

Bausch & Lomb also announced today that it is filing a
Registration Statement on Form S-3 with the Securities and
Exchange Commission (SEC) in satisfaction of certain registration
rights granted to the holders of convertible notes it issued in
August 2003. When declared effective by the SEC, the registration
statement will be available for use by the holders to sell the
previously issued $160 million aggregate principal amount of
floating rate convertible notes due in 2023 and all of the shares
of Bausch & Lomb common stock issuable upon conversion of those
notes. The Company will not receive any proceeds from the resale
by the holders of the notes or the common stock issuable upon
conversion of the notes.

The registration statement relating to these securities is being
filed with the SEC but will not be effective immediately. The
securities may not be sold nor may offers to buy be accepted prior
to the time the registration becomes effective. This press release
shall not constitute an offer to sell or a solicitation of an
offer to buy, nor shall there be any sale of these securities in
any state or jurisdiction in which such an offer, solicitation or
sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or jurisdiction.

Bausch & Lomb (Moody's, Ba1 Senior Notes Rating) is the eye health
company, dedicated to perfecting vision and enhancing life for
consumers around the world. Its core businesses include soft and
rigid gas permeable contact lenses and lens care products, and
ophthalmic surgical and pharmaceutical products. The Bausch & Lomb
name is one of the best known and most respected healthcare brands
in the world. Celebrating its 150th anniversary in 2003, the
Company is headquartered in Rochester, New York. Bausch & Lomb's
2002 revenues were $1.8 billion; it employs approximately 11,500
people worldwide and its products are available in more than 100
countries. More information about the Company can be found on the
Bausch & Lomb Web site at http://www.bausch.com


BEN HICKS AVIATION: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Ben Hicks Aviation, Inc.
        2404 Roosevelt Drive
        Arlington, Texas 76016

Bankruptcy Case No.: 03-90304

Type of Business: Service

Chapter 11 Petition Date: October 29, 2003

Court: Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: St. Clair Newbern, III, Esq.
                  Law Offices of St. Clair Newbern III, P.C
                  1701 River Run Rd.,
                  Suite 1000
                  Ft. Worth, TX 76107
                  Tel: 817-870-2647

Total Assets: $1,362,117

Total Debts: $2,767,866

Debtor's 7 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
First Source Bank           Purchase Money          $1,692,685
(Aircraft Division)                          Value: $1,300,000
P.O. Box 783
South Bend, IN 46624

Ben Hicks & Assoc.          Unsecured loans           $983,108
2404 Roosevelt Dr.
Arlington, TX 76016

Honeywell                   Trade Debt                 $34,829

The Brants Company          Insurance                  $19,500

Pro Aviation                Trade Debt                 $17,350

Midcoast Aviation           Trade Debt                 $15,232

Flight Management Services  Hangar Rent/                $5,160
                            Lease Commission       


BERRY PLASTICS: S&P Assigns B- Rating to New $90MM Senior Notes
---------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B-' rating to
Evansville, Indiana-based Berry Plastics Corp.'s proposed $90
million 10.75% senior subordinated notes due 2012, an add-on
issuance under Rule 144A with registration rights. At the same
time, Standard & Poor's revised its outlook on Berry, a 100%-owned
operating subsidiary of BPC Holding Corp. to stable from positive
following the company's announced agreement to acquire Landis
Plastics, Inc. for $228 million, including existing indebtedness.

Standard & Poor's also affirmed its 'B+' corporate credit rating
on the company. Berry is a leading manufacturer and supplier of
rigid open-top containers, plastic injection molded aerosol
overcaps, closures, drinking cups, and housewares. Total debt,
prior to the Landis transaction, was about $604 million at
Sept. 30, 2003.

"While pro forma leverage is not expected to increase materially,
the outlook revision reflects a lower level (than previously
anticipated) of debt reduction and improvement to credit measures,
therefore diminishing prospects for achieving a financial profile
consistent with a higher rating in the intermediate term," said
Standard & Poor's credit analyst Liley Mehta. The company likely
will remain very aggressively leveraged, given the acquisition
driven growth strategy and potential integration challenges
related to Landis, its largest acquisition to date.

Landis manufactures injection molded and thermoformed plastic
containers for dairy and other food products, with annual sales of
$212 million in 2002. The acquisition is to be funded through
proceeds from the senior subordinated notes offering, cash on
hand, an equity contribution of about $62 million (including $10.5
million rollover from Landis management), and a $50 million term
loan under a proposed amendment to the company's senior secured
credit facility. The acquisition would substantially increase
Berry's scale of operations, and would provide an expanded
customer base, including tier 1 food companies (particularly in
the dairy and yogurt segments), cross-selling opportunities, and a
broader distribution base.

The ratings on Berry reflect its below-average business profile
and very aggressive debt leverage. With annual sales of about $527
million, privately held Berry's business position reflects large
market shares in its niche segments, a well-diversified customer
base, and strong customer relationships, advantages that provide
some barriers to entry.


BOB'S STORES: Gets Okay to Secure $20 Million DIP Financing
-----------------------------------------------------------
Bob's Stores, Inc., and its debtor-affiliates owe Fleet Retail
Finance, Inc., and Foothill Capital Corporation, now known as
Wells Fargo Foothill, LLC, $49.9 million on account of secured
prepetition borrowings.  

The Debtors relate that given their current financial condition
and capital structure, they are unable to obtain unsecured credit
allowable under Bankruptcy code Section 503(b) as an
administrative expense.  Financing on a postpetition basis is not
otherwise available without the Debtors granting claims having
priority over and all administrative expenses of the kinds
specified in Section 503(b) and 507(b).

To prevent an irreparable damage to the Debtors' businesses, the
Court grants their request to enter into a DIP Loan Agreement with
the Lenders and use its cash collateral up to an aggregate of
$20,000,000.

The DIP indebtedness will have the highest administrative priority
under Section 364(c)(1) of the Bankruptcy Code, and will have
priority over all other cost and expenses of administrative of any
kind.

The Debtors provide the Court with a Weekly Budget projecting
their cash receipts and cash disbursements through January 2004:

                           31-Oct  7-Nov  14-Nov  21-Nov
                           ------  -----  ------  ------
  Cash Receipts            6,622   6,520   8,044  10,541
  Total Disbursements      6,230  11,772   8,031  10,009
  Net Cash Flow              392  (5,252)     13     535
  Total Borrowing Base    58,958  60,968  61,915  60,944
  Ending Loan Balance     50,164  55,436  55,403  54,871
  Availability             8,795   5,552   6,512   6,073

                           28-Nov  5-Dec  12-Dec  19-Dec
                           ------  -----  ------  ------   
  Cash Receipts            7,300  14,123  13,589  13,589
  Total Disbursements      6,838   9,359   5,319   5,329
  Net Cash Flow              462   4,753   8,270  10,210
  Total Borrowing Base    61,152  60,804  56,319  55,054
  Ending Loan Balance     54,409  49,656  41,386  31,176
  Availability             6,743  11,148  14,933  23,879

                          26-Dec  2-Jan   9-Jan   16-Jan
                          ------  -----   -----   ------
  Cash Receipts           14,726   4,699   3,535   4,016
  Total Disbursements      2,918   6,749   5,698   7,792
  Net Cash Flow           12,798  (2,050) (2,163) (3,781)
  Total Borrowing Base    43,954  37,892  36,832  41,275
  Ending Loan Balance     19,378  21,427  23,590  27,371
  Availability            24,572  16,465  13,242  13,904

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.


CENDANT MORTGAGE: Fitch Rates Certificate Classes at BB/B
---------------------------------------------------------
Cendant Mortgage Capital LLC $270.5 million mortgage pass-through
certificates, series 2003-9 classes I-A-1 through I-A-10, II-A-1
through II-A-6, I-P, I-X, R-I, R-II, and R-III certificates
(senior certificates) are rated 'AAA' by Fitch. In addition, the
$9.2 million class I-B-1 and $2.7 million class II-B-1
certificates are rated 'AA', the $1.2 million class I-B-2 and
$212,488 class II-B-2 certificates are rated 'A', the $602,905
class I-B-3 and $169,991 class II-B-3 certificates are rated
'BBB', the $401,937 privately offered class I-B-4 and $127,493
privately offered class II-B-4 certificates are rated 'BB' and the
$301,453 privately offered class I-B-5 and $84,995 privately
offered class II-B-5 certificates are rated 'B'.

The 'AAA' rating on the Group I senior certificates reflects the
6.0% subordination provided by the 4.60% class I-B-1, the 0.60%
class I-B-2, the 0.30% class I-B-3, the 0.20% privately offered
class I-B-4, the 0.15% privately offered class I-B-5, and the
0.15% privately offered class I-B-6 (which is not rated by Fitch).
The 'AAA' rating on the Group II senior certificates reflects the
4.00% subordination provided by the 3.15% class II-B-1, the 0.25%
class II-B-2, the 0.20% class II-B-3, the 0.15% privately offered
class II-B-4, the 0.10% privately offered class II-B-5, and the
0.15% privately offered class II-B-6 (which is not rated by
Fitch). 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
servicing capabilities of Cendant Mortgage Corporation, which is
rated 'RPS1-' by Fitch Ratings.

The Group I certificates represent ownership in a trust fund,
which consists primarily of 421 one- to four-family conventional,
primarily 30-year fixed rate mortgage loans secured by first liens
on residential mortgage properties. As of the cut-off date
(October 1, 2003), the mortgage pool has an aggregate principal
balance of approximately $200,968,355, a weighted average original
loan-to-value ratio of 68.09%, a weighted average coupon of 5.66%,
a weighted average remaining term of 358 months and an average
balance of $477,360. The loans are primarily located in
Massachusetts (20.71%), California (19.17%) and New Jersey
(14.15%).

The Group II certificates represent ownership in a trust fund,
which consists primarily of 166 one- to four-family, primarily 15-
year fixed rate mortgage loans secured by first liens on
residential mortgage properties. As of the cut-off date, the
mortgage pool has an aggregate principal balance of approximately
$84,995,286, a weighted average original loan-to-value ratio of
57.01%, a weighted average coupon of 5.14%, a weighted average
remaining term of 179 months and an average balance of $512,020.
The loans are primarily located in California (17.45%), New York
(17.12%) and New Jersey (15.95%).

All of the mortgage loans were either originated or acquired in
accordance with the underwriting guidelines established by Cendant
Mortgage Corporation. Any mortgage loan with an OLTV in excess of
80% is required to have a primary mortgage insurance policy.
Approximately 1.05% and 4.29% of the Group I and Group II loans,
respectively, are pledged asset loans. These loans, also referred
to as 'Additional Collateral Loans', are secured by a security
interest, normally in securities owned by the borrower, which
generally does not exceed 30% of the loan amount. Ambac Assurance
Corporation provides a limited purpose surety bond, which
guarantees that the Trust receives certain shortfalls and proceeds
realized from the liquidation of the additional collateral, up to
30% of the original principal amount of that Additional Collateral
Loan.

Citibank N.A. will serve as Trustee. For federal income tax
purposes, an election will be made to treat the trust fund as
three real estate mortgage investment conduits.


CINCINNATI BELL: Proposed Sub. Notes Obtains Fitch's B Rating
-------------------------------------------------------------
Fitch Ratings has assigned a 'B' rating to Cincinnati Bell, Inc.'s
proposed issuance of $540 million subordinated notes due January
2014. The proceeds from the proposed offering are expected to
refinance the company's 6.75% subordinated convertible notes due
July 2009. Fitch has affirmed the following ratings for Cincinnati
Bell, Inc. and its subsidiaries: CBB's senior secured bank
facility at 'BB-', CBB's 7.25% senior secured notes due 2023 at
'BB-', CBB's 7.25% senior unsecured notes due 2013 at 'B+', CBB's
16% senior subordinated discount notes at 'B', and CBB's 6.75%
convertible preferred stock at 'B-'. Fitch Ratings has also
affirmed the 'BB+' senior unsecured rating of Cincinnati Bell
Telephone. The Rating Outlook for CBB and CBT is Stable.
Fitch's ratings for CBB reflect the following key points:

-- The strength and stability of the company's incumbent local
   exchange and wireless businesses;

-- CBB's highly leveraged balance sheet relative to its peer
   group;

-- Expectation that the company is positioned to generate
   sustained levels of free cash flow that will be utilized to
   reduce debt levels.

Cash interest expense for CBB is expected to be reduced in 2004
due mainly to an expected re-pricing of its existing bank
facility. However, in the near term, some of the bank facility
interest savings will be offset by the cash interest payments of
the new subordinated notes, which replace the 6.75% subordinated
convertible notes that did not require cash interest payments
until June 2004.

Debt levels at CBB have declined during 2003, but remain high and
were incurred by the company in connection with its former
broadband business. The company's local exchange business
generates the vast majority of EBITDA and continues to grow,
albeit at a moderate pace, which is reflective of the local
exchange industry. It is expected that leverage will remain high
for the foreseeable future, but should trend down as free cash
flow is used to reduce debt and EBITDA continues its slow growth.

After the divestment of the company's broadband business, the
remaining businesses reflect a much lower business risk. The local
exchange business dominates its service territory and represents a
stable and predictable source of free cash flow generation. The
company's access lines losses and revenue growth have been
reflective of second line losses and the current economic cycle,
but not to the extent experienced by the Regional Bell Operating
Companies. Fitch expects that the local exchange operations will
encounter additional competitive pressures as the cable companies
introduce their telephony product to the market. Cincinnati Bell
Wireless is the market share leader in the Cincinnati and Dayton
BTAs and provides an avenue for CBT to offer a bundled service
package. Free cash flows during 2003 could be impacted by
additional capital expenditures required to upgrade its wireless
network from TDMA to a GSM platform. The network upgrade is needed
to remain competitive and to capture roaming revenue from AT&T
subscribers utilizing CBW's network. Fitch still anticipates that
CBW will generate free cash flow through the network upgrade
process, however free cash flow could be affected by competitive
and pricing pressures as subscriber growth slows.


CITGO PETROLEUM: Reports Improved Third-Quarter 2003 Results
------------------------------------------------------------
Luis Marin, CITGO Petroleum Corporation's President and CEO,
announced that the company's third quarter net income was $103-
million and net income for the nine month period ending September
30, 2003 was $351-million.  In comparison, 2002 net income for the
third quarter was $57-million and for the first nine months of
2002 was $138-million.

Operating income (income before interest and income taxes) for the
third quarter of 2003 was $193-million, which includes
depreciation and amortization expenses totaling $83-million.  In
comparison, 2002 third quarter operating income was $108-million,
which includes depreciation and amortization expenses totaling
$76-million.

For the nine months ending September 30, 2003, operating income
was $640-million, including depreciation and amortization expenses
totaling $245-million.  In comparison, in the first nine months of
2002, CITGO's operating income was $271-million, including
depreciation and amortization expenses totaling $221-million.

Refinery crack spreads continue to run at levels well above the
previous year.  The strength in the crack spreads reflects strong
product demand due to an unseasonably cool first quarter followed
by good demand in motor fuels.  In addition, refiners had an
unusually strong turnaround season.  Product inventories have been
in the low end of their five year range over most of the year,
only just now reaching average levels at the beginning of the
fourth quarter.

"We positioned ourselves to take advantage of the strong market in
the third quarter by performing exceptionally well on both the
refining and marketing sides of the business," stated Marin.  "At
our Lake Charles, La. and Lemont, Ill. refineries we are on pace
to establish new annual processing records.  In addition, we
achieved a 98-percent average utilization rate in our refining
system, which compares favorably with the industry average of
about 95-percent.  Our year-to-date safety performance continues
to be among the industry leaders and our environmental performance
continues to improve as well," Marin said.

"At the Lake Charles refinery we are moving forward with the
Conversion Optimization Project, which is scheduled for completion
in April 2005, as well as some regulatory projects within our
refining system that are required to meet the new fuel
specifications," Marin continued. "Specifically, the Lemont
refinery's Tier-II gasoline unit is scheduled for start-up in
December of this year, while at Lake Charles the Tier-II unit is
scheduled for completion in 2004," Marin concluded.

CITGO's capital expenditures for the third quarter of 2003 were
$106-million compared with $128-million for the same quarter in
2002.  Capital expenditures for the first nine months of 2003 were
$315-million compared with $478-million for the first nine months
of 2002.

CITGO Petroleum Corporation is a leading energy company based in
Tulsa, Okla., with approximately 4,300 employees and annual
revenues of around $20 billion.  CITGO is a direct, wholly-owned
subsidiary of PDV America, Inc., a wholly-owned subsidiary of PDV
Holding, Inc.  CITGO's ultimate parent is Petroleos de Venezuela,
S.A., the national oil company of the Bolivarian Republic of
Venezuela and its largest supplier of crude oil.

CITGO operates fuels refineries in Lake Charles, La., Corpus
Christi, Texas, and Lemont, Ill., and asphalt refineries in
Paulsboro, NJ and Savannah, Ga.  The company has long-term crude
oil supply agreements with PDVSA for a portion of the crude oil
requirements at these facilities.  CITGO is also a 41-percent
participant in LYONDELL-CITGO Refining LP, a joint venture fuels
refinery located in Houston, Texas.  CITGO's interests in these
refineries result in a total crude oil capacity of approximately
865,000 barrels per day.

Serving more than 13,000 branded, independently owned and operated
retail locations, CITGO is also one of the five largest branded
gasoline suppliers within the United States.

As reported in Troubled Company Reporter's August 13, 2003
edition, Fitch Ratings upgraded the senior unsecured debt rating
of CITGO Petroleum Corporation to 'BB-' from 'B+' and the rating
of CITGO's $200 million secured term loan to 'BB+' from 'BB'.

With the payment of the $500 million maturity of senior notes on
August 1, Fitch is withdrawing its rating on PDV America, Inc.
CITGO is owned by PDV America, an indirect, wholly owned
subsidiary of Petroleos de Venezuela S.A., the state-owned oil
company of Venezuela. The Rating Outlook for the debt of CITGO is
Stable.


COLUMBUS MCKINNON: EVP/CFO Robert L. Montgomery Plans to Retire
---------------------------------------------------------------
Columbus McKinnon Corporation (Nasdaq: CMCO), announced that its
Executive Vice President and Chief Financial Officer, Robert L.
Montgomery, Jr., age 65, intends to retire following the
appointment of a new Chief Financial Officer and an appropriate
transition period.

The Company is engaged in a search for and
evaluation of candidates for the position and anticipates naming a
new CFO within the next few months.

Mr. Montgomery commented on his decision, "At this point in my
life, I feel ready for retirement and am comfortable taking that
step based on the significant progress we have made operationally
and financially in recent years.  With the successful completion
of our recent debt refinancing, we have significantly improved our
financial flexibility and stability as we continue to pay down
debt and manage in this environment of lower industrial spending.
The high quality of CM people and its products gives me great
confidence in Columbus McKinnon's future."

Columbus McKinnon President and Chief Executive Officer Timothy T.
Tevens commented, "Bob Montgomery has made many significant
contributions to Columbus McKinnon throughout his almost 30-year
career with the Company.  Bob was instrumental in establishing us
as the leading manufacturer of hoists and chain in North America
and expanding our presence in international markets. We appreciate
Bob's flexibility in planning his retirement to provide us with
the time needed to select a replacement and transition his
responsibilities and wish him well in his future endeavors."

Columbus McKinnon (S&P, B Corporate Credit and CCC+ Subordinated
Debt Ratings, Negative) is a leading designer and manufacturer of
material handling products, systems and services which efficiently
and ergonomically move, lift, position or secure material. Key
products include hoists, cranes, chain and forged attachments. The
Company is focused on commercial and industrial applications that
require the safety and quality provided by its superior design and
engineering know-how.  Comprehensive information on Columbus
McKinnon is available on its web site at http://www.cmworks.com


CONSECO FIN.: Creditors Asks Court to Reconsider Order re Claims
----------------------------------------------------------------
Eight creditors of Conseco Finance Debtors ask U.S. Bankruptcy
Court Judge Doyle to reconsider the Order dismissing their claims:

Claimant                       Claim No.      Claim Amount
----------                     ----------     -------------
Clifford & Barbara Harper     49675-002768     $400,000
William & Peggy Holley        49675-002765       65,000
Cynthia Lee                   49675-002774      115,000
Matthew & Virgil Myers        49675-002266       70,000
Samuel Montrose               49675-002267      147,000
Carlos & Betty Moore          49675-002766      173,000
Carla Smith                   49675-002767      125,000
Brenda Robinson               49676-001416      106,000

The CFC Debtors objected to the Creditors' Claims in their Fourth
Omnibus Objection to Claims in early June 2003, holding that
their books and records showed no liability.  However, Bren J.
Pomponio, Esq., at Mountain State Justice, Inc., in Charleston,
West Virginia, insists that the CFC Debtors do have liability.

The claims arise out of the loans originated by Conseco Finance
Servicing Corp.  Because the loans were securitized by CFSC, the
Creditors were unaware that the objections sought to bar all
claims and defenses against non-debtor third parties that hold
the loans.  However, the holder of the Creditors' loans recently
took the position that these claims have been extinguished in the
bankruptcy proceeding.

Based on the Notice, which was confusing and inadequate, the
Creditors were not aware that the objections referred to their
claims.  The Notice referred to claims in an exhibit, but the
exhibit was not attached.  As a result, the Creditors did not
respond to the Objections in the time because it was unclear that
the Notice applied to their Claims.

Mr. Pomponio explains that the Court is poised to dismiss valid
and legitimate claims causing extreme hardship to the Creditors,
including probable loss of their homes.  In the interest of
justice, the Order dismissing the Creditors' claims should be set
aside and the claims should be reinstated.  Mr. Pomponio contends
that the Debtors would not be prejudiced by the reinstatement of
the Claims. (Conseco Bankruptcy News, Issue No. 36; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    


CONSECO INC: Intends to Foreclose on Stephen Hilbert's Estate
-------------------------------------------------------------
Conseco, Inc. is attempting for foreclose its former CEO's
23,000-square foot, French-style mansion located on 116th Street
in Carmel, Indiana.

Stephen Hilbert borrowed millions of dollars under Conseco's D&O
Officer Loan Program.  The mansion is mortgaged to Conseco to
secure repayment of the debt.  Mr. Hilbert reportedly defaulted
on a $10,000,000 interest payment due in 2002.  (Conseco
Bankruptcy News, Issue No. 36; Bankruptcy Creditors' Service,
Inc., 609/392-0900)    


CORRPRO COMPANIES: Enters Recapitalization and Refinancing Pact
---------------------------------------------------------------
Corrpro Companies, Inc. (Amex: CO) has entered into a non-binding
letter of intent with an undisclosed investment firm with respect
to the recapitalization and refinancing of the Company.

The proposal is subject to a number of conditions, including that
the parties secure commitments for senior and subordinated debt
financing and that the parties enter into definitive agreements.
In addition, the proposed transaction would require approval from
Corrpro's shareholders as well as from the Company's existing
senior lenders. There can be no assurance that the proposed
transaction will be consummated, and if consummated, what the
terms for such transaction will be.

Under the terms of the proposal, Corrpro would issue new preferred
stock along with warrants to purchase its common stock to the
investment firm. The proposal also provides for the issuance of
warrants to the subordinated lender. In addition, as part of the
proposal, an amount of shares of common stock would be reserved
for future issuance as incentive compensation. With respect to the
other required financing, the parties have received preliminary
indications of interest from two firms, one a potential source of
senior financing and the other a potential source of subordinated
financing. Both of these firms are currently in the process of
conducting due diligence with respect to the Company.

The issuance of the warrants contemplated under the proposal would
result in significant ownership dilution to the existing holders
of common shares upon the exercise of such warrants. Management
expects such dilution to be in excess of 50%. If and when the
definitive agreements relating to the proposed transaction are
executed, more detailed information regarding the proposed
recapitalization and refinancing, including information with
respect to dilution to the common holders, will be provided in the
materials transmitted to shareholders in connection with any
meeting of shareholders called to approve the transaction. The
Company anticipates that any such shareholders' meeting, which may
be combined with its annual meeting for the election of directors,
would be held sometime in January 2004.

"Execution of the letter of intent is a significant step in the
continuing process of achieving an appropriate capital structure
given current market conditions," stated Joseph W. Rog, Chairman,
President, and Chief Executive Officer of Corrpro. "Combined with
the successful implementation of our business restructuring plan
and our strong operating results during our fiscal year which
began April 1, 2003, we believe that upon completion of the
transaction, the Company will be well-positioned to meet our
growth expectations and accomplish our continuing business plan
objectives."

The Company is currently operating under forbearance agreements
with its current lenders that expire October 31, 2003. The Company
is actively negotiating with its existing lenders for an extension
of these forbearance agreements. As part of these extensions, the
Company plans to negotiate arrangements with its lenders to, among
other things, extend the maturity of the senior bank facility
beyond October 31, 2003 and defer the October 31, 2003 principal
payments due on its senior notes. There can be no assurance,
however, that any extension will be obtained, or on what terms
such extension may be obtained. Any failure to obtain such an
extension would have a material adverse effect on the Company.

Corrpro, headquartered in Medina, Ohio is the leading provider of
corrosion control engineering services, systems and equipment to
the infrastructure, environmental and energy markets around the
world. Corrpro is the leading provider of cathodic protection
systems and engineering services, as well as a leading supplier of
corrosion protection services relating to coatings, pipeline
integrity and reinforced concrete structures.


COVANTA ENERGY: Asks Court to OK Compromises with Heber Lessors
---------------------------------------------------------------
Heber Field Company is the assignee of rights under 375
geothermal rights leases with respect to real property located in
Imperial County, California on the Heber Known Geothermal
Resource Area.  The Heber KGRA is a geothermal resource located
beneath the surface of the property that is the subject of the
Leases.  Vincent E. Lazar, Esq., at Jenner & Block, in Chicago,
Illinois, relates that the Heber KGRA produces hot water, steam
and geothermal fluid, which can be accessed by drilling
production wells.

Pursuant to its rights under the Leases, HFC and its predecessors
constructed; and HFC along with Second Imperial Geothermal
Company now maintains and operates Heber Field -- a system of
wells, pumps, pipes and other equipment which extracts and
transports hot water, steam, brine and other Lease Products from
the Heber KGRA.  Although HFC requires some surface access to the
Leased Property and is entitled under most Leases to that access,
in general, the Lessors retain the residual right to use the
surface for agricultural or other purposes.  The Lessors consist
of the Lessor Group and the Non-Member Lessors.  The Lessor Group
is a group of persons who lease to HFC certain rights in real
property located in Imperial County, California.

Lease Products from the Heber KGRA are supplied to Heber
Geothermal Company and SIGC Power Plants, pursuant to written
agreements between HFC and the Power Plants.  The Power Plants
use the Lease Products to operate two independent power plants
that generate electricity, and in turn are paid by Southern
California Edison Company for that energy, as well as capacity,
under two long-term power purchase agreements.

The Leases generally run for an initial fixed period, but are
renewed indefinitely so long as the Leased Property continues to
produce Lease Products.  Mr. Lazar points out that:

   (a) Although there are slight variations among the forms of
       the Leases, the basic provisions in each Lease give HFC
       the right to extract Lease Products from the Leased
       Property in exchange for a royalty payment, which, with
       few exceptions is equal to 10% of the value of the Lease
       Products "at the well" or at the "point of origin," less
       certain specified deductions.  One lease provides for
       a 12.5% royalty;

   (b) Certain third parties have entered into agreements
       providing that they are entitled to "overrides" of between
       2.5% to 10% of the royalties paid to the Lessors, as
       additional payments;

   (c) Certain of the Leases provide the Lessors with the right
       to inspect HFC's books and records with respect to matters
       pertaining to the payment of royalties to them;

   (d) The Leases also contain numerous other provisions
       regarding the timing of royalty payments, the timing for
       drilling to commence, surface access, payment of taxes,
       and other miscellaneous issues;

   (e) A number of the Leases, as well as additional agreements
       -- the Surface Rights Agreements -- also provide for
       rental payments for HFC's use of surface land for
       pipelines, wells and other structures; and

   (f) Sixteen of the Leases and other agreements contain "most
       favored nation" clauses relating to royalty, rental and
       other rates used by HFC to calculate payments to the
       Lessors, pursuant to which HFC agreed to use rates no less
       favorable than those found in other subsequently executed
       leases and agreements, under certain conditions defined in
       those agreements, in calculating the royalty, rental and
       other payments owed to the Lessors.  Many of these "most
       favored nation" clauses became moot once geothermal
       operations began, and are no longer relevant.

Heber Geothermal Company commenced commercial operations in 1985,
and has operated continuously since that time.  An agreement
between HGC and HFC -- negotiated before the two entities were
under common ownership -- provides that HFC is compensated for
Lease Products HFC delivered to HGC for approximately 50% of
HGC's gross revenues from electricity sales.  Thus, HFC
historically has calculated the Lessors' royalties based on its
gross revenues received from HGC -- 50% of HGC's electricity
sales less certain permitted expenses.

Second Imperial Geothermal Company commenced commercial
operations in 1993.  An agreement between SIGC and HFC provides
that SIGC will compensate HFC for all amounts it owes the Lessors
under the Leases.  At the time of the commencement of SIGC's
commercial operations, SIGC and HFC determined that HFC's revenue
from SIGC for purposes of calculating royalties paid to the
Lessors would be imputed to be 39.4% of SIGC's gross revenues
from electricity sales.  Mr. Lazar relates that HFC's actual
revenues received from SIGC have been, and are, substantially
less than 39.4% of SIGC's gross revenues from electricity sales.  
Therefore, with respect to SIGC, HFC historically has calculated
the Lessors' royalty based on 39.4% of the gross revenues
received by SIGC from electricity sales less certain permitted
expenses.

                    The Lessor Group's Claims

Mr. Lazar informs the Court that the members of the Lessor Group
constitute 80% of the value of the Leases, as determined by
reference to aggregate annual royalty payments.  

After the Petition Date, the Lessor Group members filed proofs of
claim in the Covanta Energy Debtors' bankruptcy cases alleging
aggregate damages exceeding $68,000,000 and claiming that HFC or
its predecessors underpaid royalties to them.  The proofs of claim
also allege easement violations, violations of "most favored
nations" clauses, and certain less significant claims.  

In particular, the Lessor Group members asserted that royalties
should have been calculated based on the gross revenues from
electricity sales earned by the Power Plants, or at a minimum
that the imputed gross revenue rate with respect to SIGC should
have been 50% of SIGC's gross electricity sales.  In addition, a
limited number of the Lessor Group members assert violations and
breaches of agreements relating to easements, surface rights, and
most favored nation clauses, and seek additional damages with
respect to those alleged breaches.

The Debtors dispute the validity of the Lessor Group's claims,
and assert that the 39.4% imputed revenue rate used to pay SIGC-
related royalties is appropriate in light of numerous factors,
including but not limited to differences in the quality of the
resource within the Heber KGRA, the location of the SIGC plant
relative to the heat source of the Heber KGRA, and the relative
cost and risk associated with development and operation of the
SIGC plant.  

The Debtors also assert that the Lessors have in fact been
overpaid for a number of years as a result of:

   -- the Debtors' failure to take certain deductions to which
      they are entitled under the Leases;

   -- the Debtors' payment of royalties based on capacity
      payments received from Southern California Edison, which
      are attributable to the ability of the Power Plants to
      produce electricity, not the actual provision of
      electricity using Lease Products;

   -- the fact that HFC actually receives less revenue from SIGC
      than the imputed 39.4% presently used to calculate
      royalties; and

   -- the fact that both the 50% rate paid by HGC to HFC and the
      39.4% imputed rate used with respect to SIGC are over-
      market.

Finally, the Debtors dispute many of the alleged violations of
the Surface Rights Agreements.

                          The Compromise

According to Mr. Lazar, the Debtors and the Lessor Group have
conducted extensive informal discovery.  Since December 2002, the
parties have been engaged in extensive and protracted settlement
negotiations.  Accordingly, the parties sought and obtained the
Court's approval to enter into a settlement agreement, which
provides that:

   (a) In addition to cure amounts, the Debtors also will make a
       settlement payment to the Lessor Group in the single lump
       sum amount of $2,175,000, to be distributed among members   
       of the Lessor Group;

   (b) The Debtors will pay the Lessor Group $450,000, in full
       and complete satisfaction of their claims for attorneys'
       fees and out-of-pocket costs incurred through July 14,
       2003, in the investigation and prosecution of their claims
       in the Debtors' bankruptcy cases and negotiation of the
       Settlement Agreement;

   (c) The Debtors will pay the Lessor Group's reasonable    
       attorneys' fees and costs incurred in the negotiation and  
       drafting of the documents required under the Settlement
       Agreement, including amendments to the Leases and other
       agreements among the parties, up to a maximum amount of
       $100,000;

   (d) The Debtors and the Lessor Group agree to take all
       necessary steps to amend the Lessor Group's individual
       leases and amend the Unit Agreement governing the
       allocation of the Heber KGRA among the Lessors; and

   (e) The parties agree to provide each other with releases of
       all past, present and future claims relating to their
       rights under the Leases and the claims asserted in the
       Proofs of Claim, but reserve their rights with respect to
       certain claims less significant and specifically
       enumerated like most favored nation and alleged easement  
       violation disputes, which the parties anticipate will be
       resolved by additional settlement or litigation of the
       individual claim. (Covanta Bankruptcy News, Issue No. 39;
       Bankruptcy Creditors' Service, Inc., 609/392-0900)    


CROWN CASTLE: Declares Quarterly Preferred Stock Dividend Rate
--------------------------------------------------------------
Crown Castle International Corp. (NYSE: CCI) announced that the
quarterly dividend on its 6.25% Convertible Preferred Stock will
be paid on November 17, 2003 to holders of record on November 1,
2003 in shares of the Company's common stock at a rate of 68.763
shares of common stock per 1,000 shares of Preferred Stock.

Contact Regarding Dividend Payments:  Patti Knight, Mellon
Investor Services at 214-922-4420.

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


DELTA FINANCIAL: Redeems Outstanding 9.5% Senior Notes Due 2004
---------------------------------------------------------------
Delta Financial Corporation (AMEX: DFC) announced that, on
October 30, 2003, it redeemed at par all its outstanding 9.5%
Senior Notes due August 2004. The aggregate redemption price,
including principal and accrued interest, was approximately $11
million. The Company used its existing cash to fund the
redemption.

"Redeeming the Senior Notes helps strengthen our financial
position by eliminating the unsecured long-term debt from our
balance sheet. Furthermore, this will save us several hundred
thousand dollars in interest expense by removing the debt
scheduled to mature within the next year," stated Richard Blass,
Executive Vice President and Chief Financial Officer.

"The redemption of the Senior Notes is another step we have taken
as part of our ongoing effort to further strengthen the Company,
as we continue to position ourselves for long-term growth,"
concluded Mr. Blass.

Any unexercised warrants, which were issued in connection with
Delta's 9.5% Senior Notes due 2004 under an Indenture, dated
December 21, 2000, have expired pursuant to their terms, as
described in our September 29, 2003 press release and our related
report on Form 8-K regarding this transaction.

Founded in 1982, Delta Financial Corporation is a Woodbury, New
York-based specialty consumer finance company that originates,
securitizes and sells non-conforming residential mortgage loans.
Delta's loans are primarily secured by first mortgages on one-to-
four family properties. Delta originates home equity loans
primarily in 26 states. Loans are originated through a network of
approximately 1,500 independent brokers and the Company's retail
offices. Since 1991, Delta has sold approximately $8.8 billion of
its mortgage loans through 37 securitizations.

                         *    *    *

In February 2001, DFC proposed an exchange offer in order to deal
with its financial difficulties at that time. Three of DFC's
bondholders - among the most prominent institutional investors in
the marketplace, who together held the majority of DFC's bonds -
hired a leading financial advisor with specific expertise in these
situations, to advise them with regard to protecting their
investment. The bondholders' expert reviewed DFC's financials,
discussed the possibility of DFC filing for bankruptcy or
attempting a workout, and ultimately recommended that the
bondholders enter into the proposed exchange offer with DFC, as a
preferable alternative to forcing DFC into bankruptcy. DFC
provided full disclosure in the exchange offer prospectus filed
with the SEC and the assets were valued as accurately as possible
by Delta as of the date Delta estimated their value, using the
same assumptions that it used to value other similar assets it
owned.

Following the overwhelming acceptance of the exchange offer,
intervening market conditions which were out of the Company's
control - including the events of September 11th, a precipitous
drop in interest rates (to levels not seen in over 40 years),
recession, threat of war and other geopolitical risks -
dramatically lowered the value of interest-rate and credit-
sensitive assets (like those transferred to the LLC in the
exchange offer). In response, in November 2001, DFC lowered its
estimates of the value of the excess cashflow certificates it
held, as it was required to do in accordance with generally
accepted accounting principals. Similar write-downs were taken by
many of DFC's competitors for the same reason and, indeed, by
countless other companies outside our sector which also held
interest-rate and credit- sensitive assets, to account for these
virtually unprecedented events.


DELTA FINANCIAL: Third-Quarter Results Show Vast Improvement
------------------------------------------------------------
Delta Financial Corporation (Amex: DFC), a specialty consumer
finance company that originates, securitizes and sells non-
conforming mortgage loans, reported net income for the three
months ended September 30, 2003 of $41.6 million, or $2.24 per
diluted share, compared to $0.39 per diluted share for the
comparable period in 2002.

Net income was favorably impacted by an income tax benefit of
$30.5 million or $1.64 per diluted share. Total revenues for the
quarter ended September 30, 2003 increased to $35.9 million from
$21.8 million, a 65 percent increase from the third quarter of
last year. Total diluted shares for the quarters ended September
30, 2003 and September 30, 2002 were 18.6 million and 17.1
million, respectively.

                     Third Quarter Highlights

-- Record loan originations of $524.8 million, represented a
   sequential increase of 51% over Q2 03, and a year-over-year
   increase of 145% over Q3 02.

-- Non-GAAP net income increased by 142% and Non-GAAP diluted EPS
   grew by 127% year-over-year from Q3 02.

-- Revenues were 65% higher than one year ago in Q3 02.

-- Approximately 96.5% of third quarter 2003 total revenues were
   cash revenues.

-- Direct cost to originate as a percentage of loan production
   decreased year-over-year by 38%, to 1.8% from 2.9% in Q3 02.

-- The Company sold three of its excess cashflow certificates for
   $10.2 million, representing a slight premium to their carrying
   value.

-- The Company completed a $435 million asset-backed
   securitization.

                       Post-Quarter Highlights

-- Friday, Delta redeemed all of its outstanding 9.5% senior
   notes due 2004, in the aggregate principal amount of $10.8
   million, eliminating all of the Company's unsecured long-term
   debt.

-- In October, Delta increased its warehouse capacity (from its
   existing warehouse providers) from $400 million to $500 million
   and reduced its funding costs.

The Company's Non-GAAP net income for the three months ended
September 30, 2003 was $10.9 million, or $0.59 per diluted share
for the three months ended September 30, 2003, an increase of 142
percent over the $4.5 million, or $0.26 per diluted share, for the
comparable period last year. Non-GAAP earnings guidance for the
year would have been in the range of $2.05 to $2.15 per diluted
share, an increase from the previously stated earnings guidance of
$1.75 per diluted share. The increase reflects better than
anticipated loan originations in the second half of 2003 and takes
into account compression of our net interest margin due to
volatility, interest rates and spreads - including seasonally
higher spreads in the fourth quarter securitization market
historically demanded by asset-backed investors.

Hugh Miller, President and Chief Executive Officer, stated, "Our
strong bottom line results reflect continued demand from asset-
backed investors for our mortgage products, record loan
origination levels, and cost efficiencies recognized through the
use of our proprietary loan origination technology. However, as
expected and explained in our last quarterly release, our results
were also impacted by compression of the net interest spread we
earned in our third quarter securitization."

"In addition, the results illustrate our ability to grow in a
changing interest rate environment. Since approximately 80 percent
of our customers are using the equity in their homes to either
consolidate their debt or access capital, they tend to be less
sensitive to rising rates, as our mortgage products typically
present a more financially attractive alternative to the consumer.
With a growing consumer debt market, we believe there will
continue to be strong demand for our lower interest rate solution
to high interest rate debt obligations," added Miller.

For the nine months ended September 30, 2003, the Company reported
net income of $60.0 million, or $3.21 per diluted share, which was
also favorably impacted by the income tax benefit of $30.2 million
or $1.63 per diluted share. Non-GAAP net income for the nine
months increased by 174 percent to $29.3 million, or $1.55 per
diluted share, compared to $10.7 million, or $0.63 per diluted
share, for the same period one year ago.

Total revenue for the nine months ended September 30, 2003
increased to $96.5 million from $63.0 million, a 53 percent
increase from the same period last year. Total diluted shares for
the nine months ended September 30, 2003 and September 30, 2002
were 18.5 million and 17.0 million, respectively.

Over the past six quarters, approximately 93.2 percent of the
Company's total revenues have been comprised of cash. The balance
of Delta's revenue that is non-cash is comprised of the excess
cashflow certificates it retains, where cash flows are received
over time, not upfront at the time these certificates are recorded
as revenue. In the third quarter 2003, 96.5 percent of Delta's
total revenues were cash revenues.

                          Loan Originations

Delta originated a record $524.8 million of mortgage loans in the
third quarter 2003, a 145 percent increase over the $214.4 million
of mortgage loans originated during the comparable period last
year and a 51 percent increase over the $348.2 million mortgage
loans originated in the second quarter of 2003.

Mr. Miller commented, "Our record loan origination volume this
quarter is predominantly a product of an increase in the number of
account executives and loan officers, continued enhancements to
our technology and our improved customer service levels. In
addition, the magnitude of our increase in loan production was
bolstered by our capturing additional business from the "Alt-A"
market as our mortgage rates, in some cases, were lower than those
of traditional lenders."

Mr. Miller further stated, "We have a business model that is
proving itself to be successful, enabling us to grow our
originations over 140 percent year-over-year, even as we have
improved our loan credit quality. Despite our fairly significant
growth, our loan production to date represents only a very small
portion of the overall non-conforming market, creating a
significant opportunity for us to continue to grow loan
originations and capture additional market share. We intend to
continue to take financial and operational measures to capture
these opportunities and, to that end, we plan to expand two more
retail origination centers by the end of 2003 and increase the
number of loan officers and account executives by 25 percent over
the next six months. Furthermore, we plan on increasing our
wholesale presence in the Midwest and the New England area."

Miller concluded, "Since technology has been instrumental to our
growth, we will continue our focus and investment in that area to
further reduce the cost and time associated with the loan
origination process. By the end of 2003, we expect to be the first
non-conforming mortgage company to have all our origination
processes on one platform, Click and Close(TM), which we believe
will result in an even more efficient and profitable loan
origination program."

                    Loan Distribution Channels

During the third quarter of 2003, wholesale and retail loan
originations represented 60 percent and 40 percent, respectively,
of Delta's total loan production, compared to 59 percent and 41
percent for the same period last year. Wholesale production from
Delta's network of independent brokers for the third quarter 2003
grew 148 percent over the comparable period in 2002. Delta's
retail loan production for the third quarter 2003 increased 139
percent over the same period in 2002.

                     Non-GAAP Presentation

At September 30, 2003, the Company reversed a deferred tax asset
valuation allowance which it established in 2000. Management and
the Audit Committee of the Board of Directors believed that the
reversal was appropriate at this time in light of the Company's
eight consecutive quarters of profitability and positive cash
flow, coupled with the impending retirement of all its long-term
unsecured debt. As described in the Company's recent press
releases and securities filings, Delta has recorded minimal taxes
in its results of operations over the prior seven quarters - from
the fourth quarter of 2001 through the second quarter of 2003 - as
a result of the valuation allowance against the Company's deferred
tax asset, which was primarily generated by net operating losses
in 2000 and 2001. Also described by the Company in its previous
releases and filings, the reversal of the valuation allowance has
two significant effects:

-- First, the Company has recorded additional income equal to the
   amount of the valuation allowance reversal in the third quarter
   (which was partially offset by a change in our effective tax
   rate) reflected in its income tax line item.

-- Second, going forward, the Company's financial statements will
   reflect an effective income tax rate of 39%, even though it
   expects to continue to pay only minimal cash taxes (either
   alternative minimum tax or excess inclusion income tax, as well
   as minimal state taxes) until its net operating losses are
   fully utilized.

       Secondary Marketing (Securitization and Loan Sales)

In the third quarter, Delta completed a $435 million senior-
subordinate securitization structure under its Renaissance
mortgage shelf and issued a NIM note (net interest margin note
backed by the excess cashflow certificate received from the
securitization). Similar to the structure of Delta's four most
recent securitizations, this securitization contained a pre-
funding feature under which Delta delivered approximately $350
million of mortgage loans to the securitization trust in the third
quarter, and delivered the remaining mortgage loans in October
2003. This structure is designed to reduce execution and interest
rate risk on the additional loans delivered to the securitization
trust in the ensuing quarter, which the Company would otherwise
seek to securitize or sell later in that quarter. Delta also sold
approximately $12.2 million of mortgage loans on a whole-loan
basis during the third quarter and delivered approximately $98
million of mortgage loans relating to its second quarter
securitization in July.

                         Diluted Share Count

The eight percent and nine percent increase in the Company's
diluted weighted-average number of shares outstanding for the
three and nine months ended September 30, 2003 over the respective
comparable periods in the prior year, was primarily the result of
the dilutive effect of warrants and employee stock options the
Company had issued in prior periods. However, the diluted shares
in the third quarter of 2003 were lower than the second quarter of
2003. Under the treasury stock method, warrants and employee stock
options become dilutive (i.e., increase the number of diluted
shares outstanding) when their exercise price is below the then
market price of the common stock. The greater the difference
between the exercise price and market price, the greater the
dilution. Accordingly, the significant increase in Delta's stock
price over the past several months - from $1.10 on December 31,
2002 to $6.42 on September 30, 2003 - was the primary cause of the
increased dilution.

Founded in 1982, Delta Financial Corporation is a Woodbury, New
York-based specialty consumer finance company that originates,
securitizes and sells non-conforming mortgage loans. Delta's loans
are primarily secured by first mortgages on one- to four-family
residential properties. Delta originates home equity loans
primarily in 26 states. Loans are originated through a network of
approximately 1,500 brokers and the Company's retail offices.
Since 1991, Delta has sold approximately $8.8 billion of its
mortgages through 37 securitizations.

                         *    *    *

In February 2001, DFC proposed an exchange offer in order to deal
with its financial difficulties at that time. Three of DFC's
bondholders - among the most prominent institutional investors in
the marketplace, who together held the majority of DFC's bonds -
hired a leading financial advisor with specific expertise in these
situations, to advise them with regard to protecting their
investment. The bondholders' expert reviewed DFC's financials,
discussed the possibility of DFC filing for bankruptcy or
attempting a workout, and ultimately recommended that the
bondholders enter into the proposed exchange offer with DFC, as a
preferable alternative to forcing DFC into bankruptcy. DFC
provided full disclosure in the exchange offer prospectus filed
with the SEC and the assets were valued as accurately as possible
by Delta as of the date Delta estimated their value, using the
same assumptions that it used to value other similar assets it
owned.

Following the overwhelming acceptance of the exchange offer,
intervening market conditions which were out of the Company's
control - including the events of September 11th, a precipitous
drop in interest rates (to levels not seen in over 40 years),
recession, threat of war and other geopolitical risks -
dramatically lowered the value of interest-rate and credit-
sensitive assets (like those transferred to the LLC in the
exchange offer). In response, in November 2001, DFC lowered its
estimates of the value of the excess cashflow certificates it
held, as it was required to do in accordance with generally
accepted accounting principals. Similar write-downs were taken by
many of DFC's competitors for the same reason and, indeed, by
countless other companies outside our sector which also held
interest-rate and credit- sensitive assets, to account for these
virtually unprecedented events.


DOMAN INDUSTRIES: Sept. 30 Net Capital Deficit Narrows to $405MM
----------------------------------------------------------------
Rick Doman, President & CEO of Doman Industries Limited, announced
the Company's third quarter 2003 results.

                    Third Quarter Highlights

- During the quarter the Company continued its efforts to
  restructure in a manner that would bring about a stable
  financial structure and viable operations. Subsequently, the
  B.C. Supreme Court extended the CCAA stay of proceedings until
  November 27, 2003. Financial restructuring costs for the third
  quarter were $1.7 million and cumulatively have totalled $9.9
  million.

- Sales for the quarter were $158.9 million - North American sales
  were $83.2 million while sales to the Far East, including Japan,
  were $46.6 million and sales to Europe and elsewhere were $29.1
  million.

- Solid wood sales for the quarter were $100.5 million and pulp
  sales were $58.4 million.

- EBITDA for the quarter was negative $9,955,000 compared to
  negative $25,707,000 for the previous quarter.

- EBITDA for the solid wood segment of negative $1.8 million
  compared favorably to the negative $4.5 million for the previous
  quarter but was negatively impacted by softwood lumber duties
  and the strong Canadian dollar. Due in part to these factors,
  which affect working capital requirements, there were
  curtailments in our logging, sawmill and pulp operations.

- Duties on softwood lumber exports to the U.S. were $10.4
  million, compared to $8.5 million in the previous quarter.

- The Company has now completed its sawmill restructuring plan,
  resulting in significant cost reductions when operating on a
  normalized basis.

- EBITDA for the pulp segment was negative $6.7 million compared
  to negative $19.8 million for the previous quarter.

- Cash flow provided by operations in Q3 of 2003 improved to
  positive $18.2 million from negative $16.3 million in the
  previous quarter. The Company is on track in the management of
  its cash and had a deposit balance of $19.8 million and
  available revolving credit of $30.4 million at September 30,   
  2003.

                          Earnings

Net earnings for the nine months ended September 30, 2003 were
$10.7 million compared to a net loss of $77.2 million for the same
period in 2002.

For the three months ended September 30, 2003 the Company reported
a net loss of $55.2 million compared with a net loss of $73.8
million for the same period in 2002.

The strengthening Canadian dollar, which averaged U.S. $0.72 for
the third quarter of 2003 compared to U.S. $0.64 for the third
quarter of 2002 reduced quarterly operating earnings by
approximately $14 million from the third quarter of 2002.

                         Solid Wood Segment

Sales in the solid wood segment decreased to $100.5 million in the
current quarter from $119.8 million in the same period of 2002 as
a result of lower average sales realizations for lumber,
reflecting the stronger Canadian dollar and a lower cedar content
in the sales mix. In addition, reduced logging activity in the
current quarter resulted in lower outside log sales. For the nine
months year to date, sales in the solid wood segment were $293.0
million compared to $345.2 million for the same period in 2002.

EBITDA for the solid wood segment in the third quarter of 2003 was
negative $1.8 million compared to $4.5 million in the second
quarter of 2003 and $19.3 million in the third quarter of 2002.
Results in the third quarter were adversely impacted by (i) the
stronger Canadian dollar (ii) a $10.4 million provision for
countervailing and anti-dumping duties on softwood lumber
shipments to the U.S. (iii) extensive downtime in the sawmill and
logging operations. Logging operations, in particular, were
curtailed and production in the third quarter of 2003 was reduced
to 472 km3 compared to 754 km3 in the second quarter of 2003 and
782 km3 in the third quarter of 2002.

The average lumber price (net of duty and selling expenses) was
$444 per mfbm in the third quarter compared to $410 per mfbm in
the previous quarter and $542 in the third quarter of 2002, when
sales included a higher cedar content.

                          Pulp Segment

Pulp sales in the third quarter of 2003 increased to $58.4 million
from $55.8 million in the same period of 2002 as a result of
higher sales volumes and US $ prices offset in large part by the
stronger Canadian dollar. The average list price of NBSK in the
third quarter of 2003 was US$520 per ADMT compared to US$487 per
ADMT in the same quarter of 2002. For the nine months year to
date, pulp sales were $153.6 million compared to $120.3 million
for the same period in 2002.

EBITDA for the pulp segment in the third quarter of 2003 was
negative $6.7 million compared to negative $19.8 million in the
immediately preceding quarter and $4.7 million in the third
quarter of 2002. The Squamish pulp mill operated for 75 days in
the third quarter of 2003, producing 59,462 ADMT. NBSK list prices
averaged approximately US$520 per ADMT in the third quarter of
2003 which was below the second quarter prices. The improvement in
EBITDA in the third quarter of 2003, compared to the second
quarter, reflected the fact that the second quarter's results had
been impacted by scheduled maintenance work which had cost
approximately $12 million. The Port Alice dissolving sulphite mill
operated for 51 days in the third quarter of 2003 in order to
satisfy customer requirements. A small upward trend in prices was
not enough to offset the currency impact of the stronger Canadian
dollar and sales allowances payable under a marketing agreement
with Cellmark Pulp & Paper Inc.

                             Liquidity

Cash flow from operations in the third quarter of 2003, before
changes in non-cash working capital, was negative $38.3 million
compared to negative $10.3 million in the third quarter of 2002.
After changes in non-cash working capital, cash provided by
operations in the third quarter of 2003 was $18.2 million compared
to cash used in operations of negative $17.6 million in the third
quarter of 2002.

Investing activities used negative $2.0 of funds in the third
quarter of 2003 compared to negative $9.4 million in the same
quarter of 2002. Reduced logging activity resulted in $4.1 million
being spent on road construction in the third quarter of 2003
compared to $8.5 million in the same period in 2002. Bank
indebtedness decreased by $13.2 million in the third quarter of
2003.

The Company's cash balance at September 30, 2003 was $19.8
million. In addition, $30.4 million was available under the
revolving credit facility.

At September 30, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $405 million.

                   Market and Operational Review

Lumber prices in the U.S. as measured by SPF 2 x 4 lumber averaged
approximately US$316 per mfbm in the third quarter of 2003
compared to US$255 per mfbm in the same period of 2002 and US$245
per mfbm in the second quarter of 2003. Although U.S. housing
start statistics remain strong, with a seasonally adjusted annual
rate in September of 1,888,000, lumber prices have come off from
the highs reached in the summer. A positive resolution to the U.S.
softwood lumber dispute continues to be sought. NAFTA and WTO
decisions have provided strong support to the Canadian position
and the recent initiatives by Premier Gordon Campbell to meet with
Vice President Dick Cheney provides encouragement that a
settlement may be near.

The three year labour agreement with the Industrial, Wood and
Allied Workers (IWA) expired in June 2003. Negotiations between
Forest Industrial Relations (FIR) representing employers, and the
IWA broke off when the IWA applied to the Labour Relations Board
(LRB) to have FIR members vote on the IWA's recent proposal. FIR
has objected to this process to the LRB but has agreed to hold its
objections in abeyance until the vote, scheduled for November 7,
is complete. The Company generally enjoys a good relationship with
the IWA and is optimistic that a settlement can be reached.

NBSK pulp markets have strengthened since August with list prices
to Europe ending the third quarter at US$530 per ADMT. Norscan
producers' pulp inventories decreased by 151,000 tonnes in
September to 1.68 million tones and it is anticipated inventories
will continue to trend down as Chinese buyers restock. Prices
increased to US$545 per ADMT in October and further increases are
expected although the timing and magnitude will depend upon paper
demand.

Prices for dissolving sulphite pulp, manufactured at the Company's
Port Alice pulp mill improved slightly in the third quarter of
2003 but the gains were offset by the stronger Canadian dollar and
increased marketing costs. The Company intends to operate Port
Alice for at least 30 days in the fourth quarter in order to
satisfy customer requirements. Progress continues to be made in
the Company's ongoing efforts to finalize a plan to reduce costs
and ensure an adequate fibre supply is available so that the mill
can increase production and operate on a profitable and
sustainable basis.

                        Concluding Remarks

In conclusion, Rick Doman stated, "The Company and its employees
have worked very hard over the past year, under severe market
conditions, to maintain and improve the value of its operations.
We have consolidated our sawmill facilities into six highly
efficient mills and expect that once the softwood dispute settles
and the restructuring is complete the Company will resume normal
production levels and the significant cost reductions will have a
positive impact on our solid wood operations. The Board wishes to
express its appreciation to all our employees for their continued
efforts. The Board's energies continue to be focussed on
implementing a restructuring plan that is in the best interest of
the Company and its stakeholders."

                      CCAA Proceedings

On October 10, 2003 the Company announced that the Supreme Court
of British Columbia had issued an order, in connection with
proceedings under the Companies Creditors Arrangement Act,
extending the stay of proceedings to November 27, 2003.

In addition to extending the stay of proceedings, the order also
authorized the Company to engage in a process, under the direction
of its financial adviser, UBS Securities LLC, and under the
supervision of the Monitor and direction of the Court, to solicit
proposals to refinance its existing indebtedness. Following are
significant key steps in the process:

-   By November 10, 2003 each potential investor wishing to
    participate further in the refinancing solicitation process
    must deliver to UBS an initial non-binding expression of
    interest to provide the required financing.

-   On November 27, 2003 the Company will apply to Court to report
    on the status of the Refinancing Solicitation Process and seek
    directions on the continuation of the process.

-   If the Company, the Monitor, Tricap and representatives of the
    informal unsecured noteholder Committee agree on a particular
    binding refinancing proposal, a motion to Court will occur on
    December 18, 2003, seeking authorization to file a revised
    Plan of Arrangement and Compromise to implement such
    refinancing proposal.

-   If there is no agreement on the selection of a binding
    refinancing proposal, then the Company, the Committee and
    Tricap are all at liberty to seek authorization to file a
    revised Plan of Arrangement and Compromise and the Court will
    on December 18, 2003, be asked to consider all proposed
    refinancing proposals to determine which proposal is to be
    presented to the Company's creditors in accordance with the
    CCAA.

-   A plan of Arrangement and Compromise will be presented to
    creditors for approval on or before January 28, 2004 with a
    projected implementation date of no later than February 20,
    2004, subject to further order by the Court.

                           Going Concern

There can be no assurance that the Company will successfully
emerge from its reorganization proceedings. Approval of a plan and
emergence from reorganization proceeding are subject to a number
of conditions.

As a result of the CCAA proceedings and the suspension of interest
payments due on its long-term debt, the Company is in default of
its long-term debt covenants under its secured and unsecured
notes.

The Company's consolidated financial statements have been prepared
on a going concern basis, which assumes that the Company will be
able to realize its assets and discharge its obligations in the
normal course of business. There is doubt about the
appropriateness of the use of the going concern assumption because
of the CCAA reorganization proceedings and circumstances relating
to this event, including the Company's current debt structure,
recent losses and cash flow. As such, realization of assets and
discharge of liabilities are subject to significant uncertainty.

The consolidated financial statements do not reflect adjustments
that would be necessary if the going concern basis was not
appropriate. If the going concern basis was not appropriate for
these consolidated financial statements, then significant
adjustments would be necessary in the carrying value of assets and
liabilities, the reported revenues and expenses, and the balance
sheet classifications used. The appropriateness of the going
concern basis is dependent upon, among other things, confirmation
of a plan of reorganization, future profitable operations and the
ability to generate sufficient cash from operations and financing
arrangements to meet obligations.

If a plan is confirmed by the Court the reorganized Company will
be required to adopt fresh start accounting and report in
accordance with Canadian GAAP. This accounting will require that
assets and liabilities be recorded at their fair value at the date
of emergence from the Company's reorganization proceedings. As a
result, the reported amounts in the consolidated financial
statements could materially change, because they do not give
effect to the adjustments to the carrying value of assets and
liabilities that may ultimately result from the adoption of fresh
start accounting.


ELAN CORP: S&P Ups Junks Corporate Credit Rating to B-
------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
senior unsecured debt ratings on Elan Corp. PLC to 'B-' from
'CCC+', and the subordinated debt rating to 'CCC' from 'CCC-'. The
ratings have been removed from CreditWatch, where they were placed
on Oct. 30, 2003, following the announcement of a convertible debt
and equity offering. The 'CCC' senior unsecured debt rating on
Elan Capital Corp. Ltd.'s newly issued $400 million convertible
notes due 2008 have been affirmed. The outlook is stable.

The actions are in response to the completion of Elan's offering
of the $400 million convertible notes, as well as the issuance of
35 million shares. Combined, Elan raised $573.3 million, which
will be used to retire the roughly $500 million in outstanding
LYONs debt that was maturing in December 2003. Elan has
essentially retired a portion of its debt with equity, as well as
extended the maturities of its debt, enabling itself to conserve
on-hand cash of roughly $1 billion in order to fund R&D and
ongoing operations and repay $840 million in Elan Pharmaceutical
Investment debt coming due in 2004-2005.

The $400 million notes due 2008 are guaranteed by the parent, Elan
Corp. PLC, and are senior unsecured. However, the notes are
subordinated to the outstanding $450 million Elan Pharmaceutical
Investments II subordinated debt due in June 28, 2004, and to the
$390 million in subordinated EPIL III debt maturing in March 15,
2005.

"The ratings and outlook reflect Dublin, Ireland-based Elan's
still-significant near-to-intermediate debt maturities and
expected losses and negative cash flows in the intermediate term,"
said Standard & Poor's credit analyst David Lugg. "These factors
are partially offset by the company's roughly $1 billion of cash
and investments on hand and the prospect of further asset
divestitures to raise cash."

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 may 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.


ELCOM INC: Vitale Caturano Appointed as KPMG Replacement
--------------------------------------------------------
Elcom International, Inc. (OTC Bulletin Board: ELCO), a leading
international provider of remotely-hosted eProcurement and private
eMarketplace solutions, announced that Vitale, Caturano & Company
has been appointed as Elcom's new auditing firm, replacing KPMG.

Vitale, Caturano & Company is one of the top 100 accounting firms
in the U.S., with international affiliates worldwide. Vitale,
Caturano & Company has approximately 200 partners and associates
headquartered in Boston, Massachusetts.

As per SEC Regulations, Elcom will file a Form 8-K which indicates
that KPMG has represented that they have not had any significant
disagreements with Elcom over accounting policies or published
financials.

Robert J. Crowell, Elcom's Chairman and CEO stated "We are very
pleased to welcome Vitale, Caturano & Company as Elcom's auditing
firm. We believe that Elcom will benefit from this local
relationship in many ways on a going forward basis."

                     Company Product Offerings

For detailed information on our PECOS(TM) technology and optional
Dynamic Trading functionality, please visit our website at
www.elcominternational.com/products.htm

Elcom International, Inc. (OTC Bulletin Board: ELCO) -- whose
June 30, 2003 balance sheet shows a total shareholders' equity
deficit of about $1 million -- is a leading international provider
of remotely-hosted eProcurement and private eMarketplace
solutions. Elcom's innovative remotely-hosted technology
establishes the next standard of value and enables enterprises of
all sizes to realize the many benefits of eProcurement without the
burden of significant infrastructure investment and ongoing
content and system management. PECOS Internet Procurement Manager,
elcom, inc.'s remotely-hosted eProcurement and eMarketplace
enabling platform was the first "live" remotely-hosted
eProcurement system in the world. Additional information can be
found at http://www.elcominternational.com   

Vitale, Caturano & Company is one of the top 100 accounting firms
in the nation and is a proud member of Baker Tilly International -
- a prestigious global network of accounting and consulting firms.
More information can be found at http://www.vitale.com  

Information Associated with Fairness Disclosure Regulation
(Regulation FD) Under Regulation FD (Fairness Disclosure)
promulgated by the Securities and Exchange Commission, the Company
would like the investing public and its stockholders to be aware
of the following general information which, from time to time, the
Company may wish to discuss with other parties.

The Company wishes its shareholders in the public marketplace to
know that Elcom has experienced a significant increase in activity
under its contract with Cap Gemini Ernst & Young for the Scottish
Executive. This increase in activity can be attributed to the
National Health Services of Scotland agreeing to join the
eProcurement Scotland program. In addition, and potentially
because of this, various Councils and other Agencies of the
Scottish Executive. We are extremely pleased by this increase in
activity and believe it will begin producing results during this
quarter.


ENRON CORP: Urging Court to Approve Crescent Lease Agreement
------------------------------------------------------------
Enron Corporation currently maintains its corporate headquarters
in Enron Center North located at 1400 Smith Street in Houston,
Texas.  Enron is presently occupying 625,000 square feet at Enron
Center North under the terms of a Forbearance Agreement with
JPMorgan Chase Bank that expires on March 31, 2004.  The
Forbearance Agreement also contemplates an auction sale of Enron
Center North on or before November 15, 2003 and a closing date
for the sale on or before December 31, 2003.

Due to the uncertainty with respect to the future ownership of
Enron Center North and other factors that make it unlikely that
Enron could negotiate a new long-term lease agreement for Enron
Center North that met its need during its Chapter 11 case and
beyond, Enron elected to look for new office space for its
employees in Houston, Texas.  In this regard, Brian S. Rosen,
Esq., at Weil, Gotshal & Manges LLP, in New York, informs the
Court that Enron retained the real estate brokerage firm of
Trione & Gordon LLP to conduct a thorough search and survey of
alternative office space in Houston.  After the exhaustive review
of available spaces, Enron, with Trione's assistance, determined
that its future business needs would best be served by relocating
its corporate offices to 4 Houston Center.

To relocate Enron's offices, Mr. Rosen relates that Enron intends
to enter into an Office Lease with Crescent Real Estate Equities
Limited Partnership for the 191,657 rentable square feet in the
Building -- the Premises.  Salient terms of the Lease are:

A. Premises

   The Premises constitute 191,657 rentable square feet located
   on floors 5, 6, 8, 15 and 16 of the Building.  Enron may
   elect to lease up to 52,000 rentable square feet of
   additional space located on floors 8, 10, 11, 13 and 15 by
   notifying Crescent.

B. Term

   The Lease provides for a term of five years and two months,
   commencing not earlier than January 1, 2004 or later than
   April 1, 2004, at Enron's option.  For the first two months
   of the Lease, the rent will be abated.  Enron has the option
   to extend the Lease at 90% of Fair Market Rates for either:

    (i) two terms of five years, or
   (ii) one term of 10 years.

   Enron will be entitled to reduce the amount of rentable
   square feet at the time any option to extend is exercised,
   without the payment of any termination fee, provided the
   gross amount does not go below an agreed minimum rentable
   square feet.

C. Rent

   $9.85 per rentable square foot per year

D. Operating Expenses

   Enron will pay its pro rata share of operating expenses each
   year, which are estimated to be $8.66 per rentable square
   foot in 2003.

E. Capital Improvements and Furniture

   Crescent will build out the Premises at Crescent's sole cost
   and expense in accordance with the preliminary outline
   specifications.  Crescent will furnish the Premises at its
   sole cost and expense and will transfer title to the
   furniture to Enron upon the commencement of the Lease.

F. Preferential Rights

   Subject to the rights of existing tenants, Enron will have
   the preferential right to lease up to 50,000 square feet of
   additional space at the same rental rate as the balance of
   the space under the Lease and will have the continuing right
   of first refusal on the Preferential Space.

G. Reduction Option.

   Depending on whether or not a Chapter 11 plan is confirmed in
   Enron's Chapter 11 bankruptcy case by April 1, 2004, Enron
   will have the right to reduce the Premises by up to either
   100,000 or 200,000 rentable square feet in return for the
   payment of a termination fee, which is calculated as all
   unamortized up-front capital and commission expenses
   allocated to each terminated space for the remaining balance
   of the term at an 8% annual rate.

H. Parking

   Enron will receive 360 unreserved and 40 reserved parking
   spaces located, at Crescent's option, in the 4 Houston Center
   Garage, First City Tower Garage, Houston Center Garage 1
   or the 5 Houston Center Garage.  Parking charges for the
   initial 62 months of the Lease Term will be abated.

I. Broker Fee

   Crescent will pay Trione a real estate fee equal to 4% of the
   gross aggregate rent under the Lease.

Assuming Enron is authorized to enter into the Lease, Mr. Rosen
informs Judge Gonzalez that Enron will sublease to Prisma and
CrossCountry -- the Subtenants -- a portion of the Premises on
substantially the same terms, covenants, conditions and provision
as the lease.  The Subtenants will each bear their pro rata share
of the rent and operating expenses due under the Lease.  The
Subleases will further provide that the Subtenants will be
obligated for any termination fee or other payments incurred
under the Subleases or as a result of their actions.

Furthermore, the Lease provides that Enron may partition the
Premises at any time within two years of the date of Plan
confirmation to separate that portion occupied by the Subtenants
from the remainder of the Premises.  Upon partition:

   -- Enron will be released from any further obligation or
      liability under the Lease with respect to the partitioned
      space;

   -- the Subtenants will enter into new primary leases with
      Crescent; and

   -- the Subleases will terminate.

Mr. Rosen asserts that the execution of the Lease is in the best
interest of the Debtors' estates because:

   (a) the Lease allows Enron to reduce the size of its current
       office space by 69%;

   (b) the Lease allows Enron to reduce its monthly lease costs
       from $1,050,000 to $295,631;

   (c) the Lease provides flexibility in that it allows Enron to
       reduce the Premises by up to 100,000 square feet in
       annual increments of not less than 15,000 square feet and
       not more than 25,000 square feet if the plan is confirmed
       and by up to 100,000 square feet in the first year of the
       Lease and not less than 15,000 square feet and not more
       than 25,000 square feet per year thereafter if the plan
       is not confirmed by paying a termination fee, or increase
       the Premises by an additional 52,000 square feet,
       depending on Enron's future needs.  Enron also has a
       preferred expansion right for an additional 50,000 square
       feet;

   (d) the Lease allow Enron to sublease the Premises or
       partition the Lease to Prisma and CrossCountry.  In
       either case, Enron, Prisma and CrossCountry will share in
       the economies of scale of a large office lease and the
       related cost savings.  In the case of a partition of the
       Lease, Enron will be relieved from future obligations and
       liabilities associated with Prisma's and CrossCountry's
       occupancy of their portion of the Premises; and

   (e) Enron believes the rental costs under the Lease are fair
       and reasonable and are at market rates for comparable
       property in the Houston, Texas area.

Accordingly, pursuant to Section 363 of the Bankruptcy Code,
Enron seeks the Court's authority to enter into the Lease with
Crescent. (Enron Bankruptcy News, Issue No. 85; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


EVERGREEN INT'L: S&P Cuts & Places Ratings on Watch Negative
------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its corporate credit
rating on Evergreen International Aviation Inc. to 'B-' from 'B',
the senior secured rating to 'B' from 'B+', and the senior second
secured rating to 'CCC+' from 'B-'.

All ratings were placed on CreditWatch with negative implications.

The rating actions reflect the company's recent weaker-than-
expected operating performance and Standard & Poor's concern that
continuing operating pressures and upcoming debt service
requirements could place further pressure on already constrained
liquidity. The McMinnville, Oregon-based airfreight transportation
company has about $365 million of lease-adjusted debt outstanding.

"Evergreen's liquidity position is currently tight and is likely
to become even more constrained over the near term," said Standard
& Poor's credit analyst Lisa Jenkins. The company has a $12.8
million interest payment and a $2 million retirement plan payment
due Nov. 15, 2003. At Aug. 31, 2003, the company had $5.5 million
of cash and about $7.3 million of borrowing capacity (which is
determined by a borrowing base) under its bank facility. Financial
risk is heightened by the company's significant debt burden and
the cyclical and competitive nature of the industry in which it
competes. Evergreen derives the majority of its revenues and
operating profits from Evergreen International Airlines, its
airfreight transportation subsidiary, which operates a fleet of
older B-747-100 and B-747-200 widebody freighters and smaller DC-9
freighter aircraft. The company also provides ground logistics
services, aircraft maintenance and repair services, helicopter and
small aircraft services, and aviation sales and leasing. Evergreen
serves both military and commercial customers.

The company's airfreight transportation subsidiary has been
benefiting from continuing strong demand for military flying in
recent quarters. However, the company's ground logistics operation
(Evergreen Aviation Ground Logistics Inc.; EAGLE) is currently
experiencing a decline in revenues, which is putting pressure on
both earnings and cash flow generation. During the first half of
fiscal 2004 (fiscal year 2003 ended Feb. 28, 2003), revenues
increased by 5.7% over the comparable period of fiscal 2003 but
operating income declined by 25% year-over-year. Net income for
the first half of fiscal 2004 was $7.9 million. This compares with
$13.0 million in the first half of fiscal 2003. EAGLE's profit
pressures have arisen primarily as a result of reduced demand from
the U.S. Postal Service. Unless EAGLE can adjust its cost
structure to reflect the reduced level of demand for its services,
profit pressures are likely to continue over the near to
intermediate term.

Standard & Poor's will meet with management to discuss the
company's near-term operating outlook and cash flow forecast. If
the company's liquidity deteriorates further, ratings are likely
to be lowered.


EXIDE TECHNOLOGIES: Will Present Global Identity at AAIW 2003
-------------------------------------------------------------
Exide Technologies, (OTC Bulletin Board: EXDTQ) --
http://www.exide.com-- a global leader in stored electrical-
energy solutions, will have a strong presence this week in Las
Vegas at Automotive Aftermarket Industry Week (AAIW) 2003, the
automotive industry's largest international aftermarket trade
gathering.

AAIW is composed of two separate but related exhibitions that run
concurrently. The Aftermarket Automotive Products Expo (AAPEX)
2003, housed at the Sands Convention Center, is the largest
automotive aftermarket trade show in the world, sponsored by the
Automotive Aftermarket Industry Association (AAIA) and Motor
Equipment & Manufacturers' Association (MEMA). The SEMA Show 2003,
held at the Las Vegas Convention Center and sponsored by the
Speciality Equipment Market Association (SEMA), is the premier
automotive specialty products trade event. A third trade
organization, the Automotive Warehouse Distributors Association
(AWDA), hosts supplier/buyer meetings in conjunction with the
exhibitions.

A 35-member team from Exide's global Transportation Business Group
will exhibit under the powerful theme It All Starts Here to
accompany its presence at the event. Exide's futuristic AAPEX
exhibit, located on the Automotive Parkway in space #5600 on the
upper level, will feature the Company's innovation and progress in
products and aftermarket services, present the impact of
technological partnerships, as well as Exide's solid turnaround
accomplishments as the Company prepares to emerge from Chapter 11
restructuring later this year.

In addition, Exide will host a press conference to discuss
significant customer wins, contract extensions with key business
partners, and the status of Chapter 11 restructuring. Exide press
materials also will be available at the Company's exhibit as well
as in the AAPEX and SEMA press rooms.

The theme will be carried further at SEMA, where the Exide
exhibit, located in the Mobile Electronics section in space
#20025, will feature the leading Exide Select Orbital XCD battery
as well as a 1948 Chevrolet Fleetline low rider automobile. The
car, the Lowrider Magazine "Bomb" of the year for 2002 and 2003,
is equipped with 10 Orbital XCD batteries that power the
hydraulics, audio and video systems -- showing the many uses of
this technologically-advanced battery for both audio and specialty
applications.

"Exide's presence at AAIW 2003 is of threefold importance," said
David G. Enstone, Exide Technologies President - Transportation
Global Business Unit. "It positions our Company as both the
partner of choice for our aftermarket customers as well as a
systems solutions supplier on the forefront of technological
leadership. And, it presents Exide's transformation into the
unified, efficient global producer and service provider that it
has become."

AAIW 2003 opens in Las Vegas on November 4 and runs through
November 7. More information is available at
http://www.aaiwshow.com http://www.aapexshow.com  
http://www.semashow.org as well as at  http://www.exide.com  

Exide Technologies, with operations in 89 countries and fiscal
2003 net sales of approximately $2.4 billion, is one of the
world's largest producers and recyclers of lead-acid batteries.
The company's two global business groups -- industrial energy and
transportation -- provide a comprehensive range of stored
electrical energy products and services for industrial and
transportation applications.

Industrial uses include network power applications such as
telecommunications systems, electric utilities, railroads,
photovoltaic (solar-power related) and uninterruptible power
supply (UPS); and motive-power applications for a broad range of
equipment uses, including lift trucks, mining vehicles and
commercial vehicles.

Transportation applications include automotive, heavy-duty truck,
agricultural and marine, as well as new technologies being
developed for hybrid vehicles and new 42-volt automotive
applications. The company supplies both aftermarket and original-
equipment transportation customers.

Further information about Exide Technologies, its financial
results and other information can be found at http://www.exide.com


FAIRFAX FINANCIAL: Reports Improved Third-Quarter Fin'l Results
---------------------------------------------------------------
Fairfax Financial Holdings Limited continued to produce excellent
underwriting performance in the 2003 third quarter. The combined
ratio of its insurance and reinsurance operations was 97.0% for
the quarter, with each of Northbridge, Crum & Forster and
OdysseyRe producing a combined ratio below 100%, and 97.8% for the
nine months ended September 30, 2003.

Lower interest and dividends (reflecting almost half of the
investment portfolio being held in cash and short term
investments) and substantially reduced realized gains, as well as
increased runoff and interest costs, resulted in pre-tax income
dropping significantly and in a net loss after income taxes and
non-controlling interests of $20.0 million in the quarter. Net
earnings for the nine months ended September 30, 2003 were a
record $380.8 million.

During the 2003 third quarter, net premiums written by
Northbridge, Crum & Forster and OdysseyRe, expressed in local
currency on a consistent basis, increased 39.1%, 36.9% and 38.6%
respectively over the third quarter of 2002. Net premiums written
in the 2003 third quarter decreased by 15.1% in Canadian dollars
over the previous year, but increased 27.8% excluding the effect
of changes in foreign exchange rates, TIG's discontinued MGA-
controlled program business and the premium for TIG's adverse
development cover, while realized gains on investments declined to
$44.1 million from $465.8 million in 2002.

At September 30, 2003, the pre-tax unrealized gain on portfolio
investments was $340.7 million (compared to $207.9 million at
December 31, 2002), of which approximately $120 million was
realized in October 2003.

There were 14.0 and 14.1 million weighted average shares
outstanding in the third quarter and nine months, respectively,
ended September 30, 2003 compared to 14.3 million in each of the
same periods in 2002.

Fairfax's detailed third quarter report can be accessed at its Web
site at http://www.fairfax.ca   

Fairfax Financial Holdings Limited (S&P, BB Counterparty Credit
Rating, Stable) is a financial services holding company, which,
through its subsidiaries, is engaged in property, casualty and
life insurance and reinsurance, investment management and
insurance claims management.


FELCOR LODGING: S&P Keeps Watch on Ratings After Weak Q3 Results
----------------------------------------------------------------  
Standard & Poor's Ratings Services placed its ratings on hotel
owner FelCor Lodging Trust Inc., including its 'B+' corporate
credit rating, on CreditWatch with negative implications.

"The CreditWatch listing follows FelCor's weaker-than-expected
operating performance in its third quarter ended Sept. 30, 2003,
and Standard & Poor's expectation that debt leverage will be
higher than previously anticipated at year end," said Standard &
Poor's credit analyst Craig Parmelee. "If a rating action is
ultimately taken, Standard & Poor's does not expect that ratings
will decline by more than one notch," added Mr. Parmelee.

In resolving the CreditWatch listing, Standard & Poor's will
discuss with management its operating strategies and earnings
assumptions during the next several quarters, with a particular
emphasis on reviewing the time required for credit measures to
recover to levels more in line with the current ratings. Asset
sale progress and liquidity will also be areas of emphasis.


FFP OPERATING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: FFP Operating Partners, LP
        2841 Glenda Avenue
        Fort Worth, TX 76117
        Tel: 817-838-4711

Bankruptcy Case No.: 03-90171

Type of Business: The Debtor, together with other subsidiaries of
                  FFP PARTNERS, L.P., owns and operates
                  convenience stores, truck stops, and self-
                  service motor fuel outlets over a twelve state
                  area.  See, also, coverage of the Chapter 11
                  filing in the Fort Worth Star-Telegram at
                  http://www.dfw.com/mld/dfw/business/7130502.htm

Chapter 11 Petition Date: October 23, 2003

Court: Northern District of Texas (Ft. Worth)

Judge: Barbara J. Houser

Debtor's Counsel: Mark Joseph Petrocchi, ESq.
                  Colvin and Petrocchi
                  801 Cherry St., Unit 35
                  Ft. Worth, TX 76102
                  Tel: 817-336-7883

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $50 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Citgo Petroleum Corporation                         $5,530,672
PO Box 3758
Tulsa, OK 74102-3758

Grocery Supply Company                              $2,604,197
130 Hillcrest
Sulphur Springs, TX 75482

Conoco Branded                                        $773,981
1330 Plaza Office Bldg.
315 Johnstone
Bartlesville, OK 74004

Marathon Ashland                                      $505,507
539 S. Main St.
Rm. 10174M
Findlay, OH 45840

Diamond Shamrock Branded                              $374,962
1 Valero Way
San Antonio, TX 78249

Fina Hybrid                                           $316,270
PO Box 517030
Dallas, TX 517030

Rice Wholesale Co., Inc.                              $191,431

Frito Lay Inc.                                        $173,118

Sysco Food (San Antonio)                              $143,188

Southwest Division Coca-cola                          $142,063

Davidson Oil                                          $136,097

Affiliated Food Inc.                                   $83,354

Bordens                                                $97,077

Big Red/7up Bottling S Tex                             $79,038

Cenex                                                  $67,215

Louisana Coca-cola                                     $46,903

Sysco Food (Dallas)                                    $33,779

The Premcor Refining Group Inc.                        $38,341

Tom's Foods (Atlanta)                                  $40,170

TXU Energy                                             $93,969         


FOOTSTAR INC: Delays Completion and Release of Fin'l Restatement
----------------------------------------------------------------
Footstar, Inc. (NYSE: FTS) announced that while the restatement of
its financial statements for fiscal years 1997 through June 2002
is ongoing, the Company did not release financial statements for
the five-and-one-half year period by the previously announced date
of October 31, 2003.

Since the Company did not release restated financial statements,
it is providing further detail on the results of its internal
investigation, its operating results for the restatement period,
fiscal year 2002 and the first half of fiscal year 2003, and an
update on its outlook for fiscal year 2003, as well as the waiver
and extension until January 30, 2004 of the requirement to provide
audited financial statements that the Company has received from a
syndicate of banks led by Fleet National Bank concerning the
Company's $345 million senior secured credit facility.

The Company now expects that the restatement will reduce earnings
by an aggregate amount ranging from $51 million to $55 million
pre-minority interest and taxes (or $31 million to $38 million
after minority interest and taxes) over the five-and-one-half-year
restatement period, compared to the range it had previously
announced in its September 15, 2003 press release of $48 million
to $53 million pre-minority interest and taxes (or $29 million to
$32 million after minority interest and taxes). Rather than the
$48.2 million announced in its September 15, 2003 press release,
the Company now expects the reduction in earnings will be $52.3
million pre-minority interest and taxes, as detailed in the
restatement summary below. The Company continues to expect that
the restatement will not affect the over $10 billion in revenues
generated during the five-and-one-half-year period or net cash
flows.

                     Credit Facility Waiver

The Company continues to have the benefit of its $345 million
senior secured credit facility with a syndicate of banks led by
Fleet National Bank, which was recently increased by $20 million
in September 2003. The Company has obtained a new waiver from its
bank group extending to January 30, 2004 its requirement to
provide audited financial statements for the fiscal year 2002, as
well as unaudited financial statements for the third quarter of
fiscal year 2002 and the first three quarters of fiscal year 2003.
As a condition for the new waiver, the Company has agreed with its
lenders that the Company will be subject to a prepayment premium
of 100 basis points on all terminations or reductions of
commitments under the $255 million revolving portion of the credit
facility that are made on or prior to July 31, 2004. In addition,
the time period for the previously agreed prepayment premium on
the term loan portion of the credit facility was extended from
May 24, 2004 to July 31, 2004. All other terms of the credit
facility remain unchanged. As of September 27, 2003, there was $90
million outstanding under the term portion of the credit facility
and approximately $180 million outstanding under the revolving
portion of the credit facility (including letters of credit).
Based upon the borrowing base availability calculation contained
in the credit facility, as of September 27, 2003, the Company had
approximately $27 million of availability remaining after the
application of the required $20 million in minimum excess
availability. While the Company is continuing to consider whether
its indebtedness under the credit facility should be classified as
current, the Company believes that the classification of this
indebtedness as current will not have any effect on the covenants
or representations of the Company under the credit facility. The
new waiver is also conditioned on a requirement that the Company
represent that the maximum impact on earnings with respect to the
restatement will not exceed $55 million in the aggregate. If the
final impact of the restatement on the Company's earnings exceeds
$55 million in the aggregate, the Company would have to seek a
further amendment and waiver from its lenders in order to avoid an
event of default under the credit facility.

          Further Information on Internal Investigation

As discussed below, the previously disclosed investigation
conducted under the oversight of the Audit Committee determined
that there were numerous instances of incorrect accounting as well
as significant internal control failures at the Company. The
Company is addressing the incorrect accounting and internal
control failures identified during the investigation, also as
discussed below. The investigation determined that during the
period at issue:

-- Some members of senior management and some employees in
   finance-related positions failed to fulfill their
   responsibilities to ensure that the Company's accounting and
   financial reporting were accurate and to instill a culture that
   focused on robust internal controls and internal audit, i.e.,
   to establish and maintain a proper tone at the top.

-- The Company did not design or maintain the systems, processes
   or controls, or hire and retain personnel necessary to ensure
   that its financial results would be reported accurately. An
   undue focus was placed on controlling and reducing costs,
   without sufficient consideration of the potential impact on the
   Company's internal controls. This resulted in failures in
   internal control over financial reporting. These failures in
   internal controls were masked by manual entries, and these
   failures also permitted the improper recording of manual
   entries. Over time certain members of senior management
   knowingly used manual entries to reach incorrect accounting
   results. Examples included:

          manual journal entries in which accounts payable
          balances were written off and corresponding reductions
          were made to certain operating expenses; and

          offsetting unrelated items, such as unrecoverable
          receivables and vendor credits with unmatched receipts
          (accounts payable) and thereby misrepresenting the
          actual results of operations of the Company.

The system did not contain adequate controls over manual entries,
and management did not appropriately document the process for
making manual entries.

-- With respect to the Company's acquisition of Just For Feet in
   2000, it was determined that the original purchase price
   allocation contained errors as a result of the Company not
   utilizing all of the detailed information available at that
   time. When it should have become clear to some members of
   management after the acquisition of Just For Feet that the
   allocation of the purchase price relating to inventory should
   have been adjusted, these members of senior management allowed
   incorrect entries to be made to the Company's income statement
   rather than making such adjustments to the purchase price
   allocation. This resulted in overstating profitability and
   gross margins in 2000. They also did not adequately disclose
   the impact of those adjustments to the Board or to the internal
   or independent auditors, nor did they ensure that the Company's
   public disclosures regarding the adjustments were adequate.

-- The problems caused by the Company's inadequate control over
   financial reporting and the misuse of manual entries by certain
   members of senior management were compounded by the repeated
   failure of such members of senior management and some employees
   in finance-related positions to attach sufficient importance to
   the role of the internal auditors or to follow up in a timely
   manner with the Audit Committee or the independent auditor on
   issues raised by the internal auditors.

-- The deficiencies in the internal control systems as well as the
   human intervention in such systems resulted in inaccurate
   financial statements, which are being restated. As a result,
   the Company has taken and is taking steps to remediate the
   issues that were raised in the investigation. The Company's
   Chairman and Chief Executive Officer, as well as four key
   finance employees are no longer with the Company, and the
   Company's accounting and other finance-related staffing is in
   the process of being increased and upgraded to enhance the
   effectiveness of the Company's financial reporting, internal
   controls and public disclosure.

On September 15, 2003, the Company announced the implementation of
its Remediation Plan and Disclosure Controls policy. The Company
is committed to focusing its management team and associates on the
effective implementation of this Remediation Plan and Disclosure
Controls policy. As part of this effort, the Company recently
hired Richard Robbins as Senior Vice President of Financial
Reporting. In this new position, Mr. Robbins oversees the
Company's accounting and financial reporting functions and reports
directly to Steve Wilson, the Company's Chief Financial Officer.
Mr. Robbins also has a dotted-line responsibility to the Chief
Executive Officer with respect to financial reporting matters. Mr.
Robbins has over 30 years of experience in public accounting with
Arthur Andersen, where he was a Partner for 24 years until 2002.
Since 2002, Mr. Robbins has provided financial, accounting and
operational consulting services to private and public companies.

                     Update on Restatement

All financial information provided in this press release is
unaudited. The final impact of the restatement will depend upon
the final determinations being made by the Company and the
completion of the audit and review by KPMG LLP. As a result, there
may be changes to the financial information provided in this press
release that are material, individually or in the aggregate, to
the Company's financial condition, results of operations or
liquidity.

                     Fiscal Year 2003 Outlook

In addition, the Company provided its current expectations for its
financial performance in fiscal year 2003, as follows:

-- Due to the continued highly promotional retail environment in
   the discount footwear market, sales are expected to be lower
   than planned at Meldisco. As a result, net sales for fiscal
   year 2003 are now expected to be in the range of $1,990 million
   to $2,020 million. The Company had previously anticipated that
   net sales in fiscal year 2003 would be in the range of $2,010
   million to $2,030 million.

-- The Company now expects a fiscal year 2003 operating loss in
   the range of $0 to $5 million versus the previously anticipated
   profit range of $0 to $10 million, after net unallocated
   corporate expense of approximately $17 million and depreciation
   and amortization expense of approximately $50 million. This
   reflects the lower than anticipated sales at Meldisco described
   above, as well as additional costs related to the delay in the
   completion of the investigation and restatement, which the
   Company now expects to total $14 million in fiscal year 2003,
   compared to its previous estimate of $12 million.

-- Meldisco's operating profit for fiscal year 2003 is now
   expected to be approximately $31 million versus the previously
   anticipated $33 million, after depreciation and amortization
   expense of approximately $16 million, due to the lower than
   planned sales and higher markdowns driven by the continued
   promotional environment in the discount footwear market
   described above, as well as additional restatement expenses.

-- The Athletic segment is now expected to produce an operating
   loss of approximately $14 million in fiscal year 2003 versus
   the previously anticipated $11 million, after depreciation and
   amortization expenses of approximately $30 million, due to
   additional expenses related to the investigation and
   restatement, higher depreciation and amortization expense and
   higher than anticipated losses in startup ventures such as
   Consumer Direct.

-- The Company's full year blended rate of interest is now
   expected to be 11.4% (including increased fees) in fiscal year
   2003, down slightly from the Company's previous expectation of
   11.7%.

-- Fiscal year end 2003 inventory is now expected to be
   approximately $360 million, which is approximately the same as
   expected fiscal year end 2002 inventory. The Company had
   previously anticipated inventory at fiscal year end 2003 to be
   $340 million. Although there are fewer stores in operation in
   2003, some additional early receipts related to the timing of
   the Chinese New Year factory shutdown have increased this
   expected fiscal year end 2003 inventory.

Footstar, Inc. is a leading footwear retailer. The Company offers
a broad assortment of branded athletic footwear and apparel
through its two athletic concepts, Footaction and Just For Feet
and their websites, www.footaction.com and www.justforfeet.com,
and discount and family footwear through licensed footwear
departments operated by Meldisco. As of September 27, 2003, the
Company operated 438 Footaction stores in 41 states and Puerto
Rico, 92 Just For Feet superstores located predominantly in the
Southern half of the country, and 2,504 Meldisco licensed footwear
departments and 37 Shoe Zone stores. The Company also distributes
its own Thom McAn brand of quality leather footwear through Kmart,
Wal-Mart and Shoe Zone stores.


GENTEK INC: Court Waives Delaware Local Rule 3007-1(f)(ii)
----------------------------------------------------------
Rule 3007-1(f)(ii) of the Local Rules of Bankruptcy Practice and
Procedure of the United States Bankruptcy Court for the District
of Delaware states that:

   "[n]o more than two substantive objections may be filed each
   calendar month, unless the Court orders otherwise."

The GenTek Debtors anticipate that the Plan Effective Date could
be as early as 10 days after entry of the Confirmation Order.  
Rather than moving to extend the time for filing objections to
those claims for which the claim objection deadline is the
effective date, or delaying the Effective Date, the Debtors seek a
waiver of Local Rule 3007-1(f)(ii).  Mark S. Chehi, Esq., at
Skadden, Arps, Slate, Meagher & Flom, in Wilmington, Delaware,
points out that the waiver will preserve the Debtors' ability to
make distributions in a timely fashion with respect to claims that
will be allowed and entitled to be paid beginning with the
Effective Date.

As of October 2003, the Debtors have filed 12 omnibus objections
seeking reduction, reclassification and disallowance of claims.  
Due to the objection deadline imposed by the Plan, the Debtors
will need to file additional substantive omnibus objections
before the Effective Date.  The Debtors believe that they may
exceed the maximum number permitted under Local Rule 3007-
1(f)(ii).  As of September 19, 2003, there are almost 600 claims
that are potentially subject to objections that would need to be
filed.

Although Local Rule 3007-1(f)(ii) permits the Debtors to file
four substantive omnibus claim objections between September 19,
2003 and an Effective Date that occurs before the end of October
2003, due to the type and nature of the claims and the various
grounds of objections that may be raised, and because the Debtors
are currently completing their claims review, it may not be
practicable to object to the maximum number of 150 claims in each
of the four substantive objections.

Out of an abundance of caution, the Debtors ask the Court to
waive Local Rule 3007-1(f)(ii).  The Debtors assure the Court
that they will attempt to adhere to the number of substantive
omnibus claim objections allowable, to the extent practicable.  
However, to the extent not practicable, granting the waiver and
thus, permitting the Debtors to file all remaining substantive
objections to claims subject to the Effective Date objection
deadline is vital to ensuring that the Debtors:

   -- will not have to request a last minute extension of time to
      object to these claims or delay the occurrence of the
      Effective Date, to the prejudice of claimants with claims
      not subject to dispute; and

   -- will not have to risk the deemed allowance of the claims,
      to the prejudice of all parties-in-interest.

Accordingly, the Court waives Local Rule 3007-1(f)(ii) and allows
the Debtors to file more than two substantive omnibus claim
objections in each calendar month, until the Plan Effective Date.
(GenTek Bankruptcy News, Issue No. 23; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GENUITY: Court OKs Kirkland & Ellis as Debtor's Special Counsel
---------------------------------------------------------------
The Genuity Debtors sought and obtained the Court's authority to
expand the scope of Kirkland & Ellis' employment as special
counsel to include additional legal services with respect to
matters involving Level 3 Communications, Inc. and Level 3
Communications, LLC, nunc pro tunc to June 7, 2003.

Level 3 acquired the assets of Genuity Inc. and its subsidiaries
pursuant to an Asset Purchase Agreement dated November 27, 2002.  
By letter dated June 2, 2003, Level 3 alleges that it is entitled
to a $39,300,000 purchase price adjustment under the Asset
Purchase Agreement.  The Debtors responded to Level 3 with what
they believe to be the appropriate purchase price adjustment.

The Debtors want Kirkland & Ellis to represent them in any
arbitration or litigation proceedings regarding the purchase
price adjustment and any challenges to, or appeals from, the
proceedings.  Kirkland & Ellis will also assist the Debtors in
seeking Bankruptcy Court approval of any compromises of the
purchase price adjustment disputes.

Erin T. Fontana, Esq., at Ropes & Gray, in Boston, Massachusetts,
relates that Kirkland & Ellis represented an affiliate of Level 3
from 1996 to 2001, as well as from 1998 to 2001 in matters
unrelated to the Debtors, the Debtors' reorganization cases or
Level 3's Claims against or interests in the Debtors, for which
it received $111,140 and $37,440.  However, Kirkland & Ellis'
past representation of Level 3 and its affiliate will not affect
its representation of the Debtors on the additional matter for
which the Debtors seek to retain them.

Joseph Serino, Jr., a partner of Kirkland & Ellis, attests that
the firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.  The firm does not hold
any interest adverse to the Debtors' estates.

The Debtors intend to compensate Kirkland & Ellis based in part
on its guideline hourly rates, which are periodically adjusted.
Kirkland & Ellis' rate schedules include separate rates for
certain professional staff and clerical personnel who record time
spent working on matters for Genuity.  Kirkland & Ellis' standard
rates for work of this nature range from $255 to $730 per hour
for attorneys and $135 to $225 per hour for legal assistants and
other professional staff.  

The attorneys who have been and are expected to be active in
providing the additional services for the Debtors, and the
current hourly billing rate for each attorney, are:

          Partners/Associates    Practice        Rate
          -------------------    --------        ----
          William H. Pratt       Litigation      $730
          Joseph Serino, Jr.     Litigation       525
          Scott R. Samay         Litigation       460
          Daniel Rottenstreich   Litigation       445
          Joshua B. Simon        Litigation       345

The Debtors also intend to reimburse Kirkland & Ellis for its
reasonable out-of-pocket expenses.

Mr. Serino maintains that except for sharing arrangements among
Kirkland & Ellis, its affiliated law practice entities and their
members, Kirkland & Ellis has no agreement with any other entity
to share any compensation received, nor will it make any
agreement, except as permitted under Section 504(b)(1). (Genuity
Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GINGISS GROUP INC: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: The Gingiss Group, Inc.
             2101 Executive Drive
             Addison, Illinois 60101

Bankruptcy Case No.: 03-13364

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Gary's Operating, Inc.                     03-13366
        GII Acquisition, Inc.                      03-13367
        Gingiss International, Inc.                03-13368
        Gingiss Formalwear, Inc.                   03-13369

Type of Business: The Debtor is a national men's formal wear
                  rental and retail company.

Chapter 11 Petition Date: November 3, 2003

Court: District of Delaware

Judge: Mary F. Walrath

Debtors' Counsel: James E. O'Neill, Esq.
                  Laura Davis Jones, Esq.
                  Pachulski Stang Ziehl Young Jones & Weintraub
                  919 North Market Street
                  16th Floor
                  PO Box 8705
                  Wilmington, DE 19899-8705
                  Tel: 302-652-4100
                  Fax: 302-652-4400

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $50 Million to $100 Million

Debtors' 30 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
After Six                   Trade                   $1,023,133
Attn: Bill Hines
410 Athena Drive
Athens GA 30601

Herbert Sperber             Debt                    $1,400,000            
7065 E. Foothill Drive
Paradise Valley, AZ 85253

Alan Horwits                Debt                      $721,835
940 Hawk Hill Trail
Palm Desert, CA 92211

Fabian Couture (First       Trade                     $650,403     
Nighter)       
Attn: Alan Weis
205 Chubb Avenue
Lyndhurst, NJ 07071

Frankel                     Services                  $518,242
Attn: Sage Wagner 111 East     
Wacker Drive
Chicago, IL 60601

Chaplin                     Trade                     $448,759
Attn: Ken Pendley
15580 E. Hinsdale Circle
Englewood, CO 80112

Elite Formalwear            Trade                     $371,936
(Factor Kislak Bank)
Attn: Mary Jo Eaton
2280 S.W. 70th Avenue
Davie, FL 33317

Ernst & Young               Audit & Tax               $288,955
Attn: Joseph McCormack
233 South Wacker Drive
Chicago, IL 60606

Tuxacco/West Mill Clothes   Trade                     $275,138
Attn: Howard Ziplow
247 Rittenhouse Circle
Bristol, PA 19007

Barclay Shoe Company        Trade                     $192,474

Mel Howard (Factor CIT      Financing                 $165,671
Group)       

Lou Tomsik                  Debt                      $143,003

FormalCorp.                 Trade                     $126,091

Santana Formal Accessories  Trade                     $121,091

United Parcel Service       Shipping Services         $104,080

Robert M. & Carolyn         Debt                      $116,824
Hoffman         

Tux One                     Debt                      $100,000

Taylor Made Software Inc.   Services                   $96,190

Wayne Hoggatt               Debt                       $95,703

TMP Worldwide               Services                   $83,556

Tuxedo Park                 Trade                      $79,556

Don & Margaret Thompson     Debt                       $77,292

Robert Dancey               Debt                       $70,920

Peerless Clothing Int'l     Trade                      $69,012
Inc.                               

YPM Inc.                    Trade                      $63,769

Formal Wear, Inc.           Consulting Agreement       $63,670

M Graphics                  Service                    $57,382

Latham & Watkins            Legal Services             $56,395

Arch-Itech Solutions        Services                   $55,869

Matthew T. Poy              Debt                       $53,260


GLOBAL CROSSING: Seeks Approval of Flag Telecom Settlement Pact
---------------------------------------------------------------
Paul M. Basta, Esq., at Weil Gotshal & Manges, LLP, in New York,
states that Debtor Global Crossing Services Europe Limited is
party to two agreements with Flag Telecom Global Network Limited:

    -- an Indefeasible Right of Use Agreement dated as of July 2,
       2001; and

    -- a capacity purchase agreement dated June 29, 2001.   

Under the IRU Agreement, Flag Telecom sold network system
capacity to GX Services amounting to $43,350,000.  GX Services
paid $40,000,000 on June 29, 2001 and the remainder on July 3,
2001.  

The IRU Agreement required that GX Services activate and draw
down the purchased capacity by December 31, 2002, or otherwise
forfeit its rights to the capacity.  According to Mr. Basta, GX
Services did not activate or draw down any of the network
capacity paid for under the IRU Agreement by the December 31,
2002 deadline.

Under the Capacity Agreement, GX Services sold network capacity
to Flag Telecom for $32,500,000.  Flag Telecom paid the entire
amount upon execution of the Capacity Agreement.  Like the IRU
Agreement, Mr. Basta notes, the Capacity Agreement required that
Flag Telecom activate and draw down the capacity purchased by
December 31, 2002, or otherwise forfeit its rights to the
capacity.  In addition to the right to activate and draw down its
purchased capacity on the GX Debtors' network, under the Capacity
Agreement, Flag Telecom was entitled to activate and draw down
capacity on the networks owned by Asia Global Crossing Asia
Pacific Commercial Ltd., including the East Asia Crossing System.

On September 28, 2001, GX Services and Flag Telecom executed an
amendment to the Capacity Agreement.  Pursuant to the Amendment,
GX Services sold an additional $10,000,000 of capacity to Flag
Telecom.  Furthermore, the parties agreed that the $10,000,000
worth of capacity under the amendment and $15,000,000 worth of
capacity under the Capacity Agreement, for a total of
$25,000,000, would be allocated so that Flag Telecom could
activate the capacity on East Asia.  The remaining $17,500,000 of
network capacity under the Amended Capacity Agreement was to
remain available for activation anywhere on the Global Crossing
network.

On October 1, 2001, GX Services executed an assumption and
assignment agreement with Asia Pacific Commercial to assign to
Asia Pacific Commercial the obligation to provide the capacity on
East Asia Crossing System.  Around the time the parties executed
the Asia Commercial Assignment, GX Services paid $15,000,000 and
procured Flag Telecom's $10,000,000 payment to Asia Pacific
Commercial in furtherance thereof.  However, due to a clerical
error, the Asia Commercial Assignment only reflected payments to
Asia Pacific Commercial aggregating $15,000,000, rather than the
$25,000,000 actually paid to it, and only effected an assignment
of obligations in respect of $15,000,000 of capacity on East Asia
Crossing System.  

To date, Mr. Basta informs Judge Gerber that Flag Telecom has
activated $9,000,000 worth of network capacity on the GX Debtors'
Network and $9,000,000 of the capacity on East Asia Crossing
System.  However, due to changes in the telecommunications market
and the GX Debtors' revised business plan, the GX Debtors do not
immediately require the capacity they purchased from Flag
Telecom.  In addition, the GX Debtors' current business plan does
not incorporate the additional capital expenditures that would be
required to activate the capacity purchased from Flag Telecom.
Thus, the GX Debtors did not activate any of the network capacity
purchased under the IRU Agreement.  

According to Mr. Basta, the GX Debtors face potential liabilities
of:

    (i) $10,000,000 of capacity for the disputed Asia Pacific
        Commercial obligations under the Asia Commercial
        Assignment -- the Disputed Capacity;

   (ii) $15,000,000, in the event that Asia Pacific Commercial
        does not perform its obligations regarding the Undisputed
        Capacity; and

  (iii) forfeiture of the $43,350,000 paid to Flag Telecom for
        capacity not activated by December 31, 2002.

Although the GX Debtors made repeated attempts to resolve the
error under the Asia Commercial Assignment, Asia Pacific
Commercial refused to recognize the additional $10,000,000
payment the GX Debtors made.

Following extensive arm's-length negotiations, the GX Debtors and
Flag Telecom reached a settlement agreement, embodied in
amendments to the Original Agreements.  Specifically, the parties
agree that:

    (a) Flag Telecom waives its rights to activate the Disputed
        Capacity on East Asia Crossing System;

    (b) Flag Telecom waives its rights under the Capacity
        Agreement to activate any additional capacity on the
        GX Debtors' Network;

    (c) Flag Telecom releases the GX Debtors from any liability
        with respect to the Undisputed Capacity on East Asia
        Crossing System;

    (d) If:

        (i) Asia Pacific Commercial, as a result of insolvency or
            bankruptcy on or before November 7, 2005, makes the
            Undisputed Capacity unavailable to Flag Telecom; and

       (ii) the GX Debtors are in need of capacity between cities
            on Flag Telecom's Network, then the GX Debtors will
            use reasonable efforts to purchase the necessary
            capacity from Flag Telecom, up to the aggregate value
            of the Undisputed Capacity.  Section 5(d) of the
            Capacity Agreement will govern the GX Debtors'
            purchase of any Necessary Capacity;

    (e) GX Services waives its rights to activate $18,635,000 of
        capacity on Flag Telecom's Network, and retains only its
        rights to activate $24,715,000 of the capacity purchased
        under the IRU Agreement; and

    (f) The deadline by which the GX Debtors must draw down
        capacity under the IRU Agreement is extended to
        December 31, 2009.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, Mr. Basta asserts that the Settlement Agreement is a
fair resolution of the outstanding issues between the parties.  
Flag Telecom has potentially millions of dollars of claims
against the GX Debtors for network capacity due under the
Capacity Agreement.  Moreover, due to the error in the Asia
Commercial Assignment and the GX Debtors' settlement with Asia
Pacific Commercial, the GX Debtors cannot recover any amounts
from Asia Pacific Commercial related to the Asia Commercial
Agreement.

Furthermore, Mr. Basta points out that absent the Settlement
Agreement, the GX Debtors would have been forced to either draw
down the network capacity under the IRU Agreement by December 31,
2002 or lose all rights to the $43,350,000 already paid to Flag
Telecom under the Capacity Agreement.  The GX Debtors had no
immediate need for the capacity purchased under the IRU
Agreement.  In addition, had the GX Debtors drawn down the
capacity by the December 31, 2002 deadline, they would have
incurred significant operation and maintenance charges.

By entering into the Settlement Agreement, the GX Debtors will be
able to:

    (i) eliminate their exposure regarding the Disputed Capacity
        and any potential liability regarding the Undisputed
        Capacity on East Asia Crossing System;

   (ii) reduce the amount of network capacity Flag Telecom can
        activate under the Capacity Agreement;

  (iii) extend the time they have to activate capacity under the
        IRU Agreement; and

   (iv) avoid paying operation and maintenance charges until the
        have a need for the network capacity.

Accordingly, the GX Debtors ask the Court to approve the
Settlement Agreement and Release with Flag Telecom, which
includes the assumption of agreements as of the Effective Date.
(Global Crossing Bankruptcy News, Issue No. 49; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


GOODYEAR TIRE: Brings-In Rick Navarro as VP Business Development
----------------------------------------------------------------
The Goodyear Tire & Rubber Company (NYSE: GT) named Rick Navarro,
vice president, business development, effective Nov. 1, 2003.  He
will report to Clark E. Sprang, senior vice president, business
development.

Navarro will be responsible for developing and coordinating
strategies to achieve business growth and profitability through
acquisitions, divestitures, mergers and joint ventures for
Goodyear.

"Rick is a proven leader with a 25-year track record of success in
business development in numerous industries," said Robert J.
Keegan, chairman and chief executive officer, in making the
announcement.  "His focus has been on creating sustainable
competitive advantages that generate superior returns for
shareholders.

"Rick's experience in using Six Sigma process improvement tools
will play an important role in our drive to make it an integral
part of the Goodyear culture."

Navarro joins Goodyear from Solectron Corp., where he was senior
vice president of corporate development.  Prior to joining
Solectron in 2002, he had been vice president, corporate
development for the aerospace business of Honeywell International
Inc. since 1997.

Before moving to Honeywell in 1993, Navarro held leadership
positions involving business development and mergers and
acquisitions for Citicorp; Bank of America and Citibank, N.A.  He
began his career in 1972 as an engineer for Rockwell
International, where he led structural design work on the Space
Shuttle, Skylab, the Soyuz Docking Module and the Apollo Command
Module.

Navarro earned a Bachelor of Science degree in engineering from
the University of California, Los Angeles in 1972 and a Master of
Business Administration degree in finance from Stanford
University's Graduate School of business in 1975.

Goodyear (Fitch B+ Senior Secured and B Senior Unsecured Debt
Ratings, Negative) is the world's largest tire company.
Headquartered in Akron, Ohio, the company manufactures tires,
engineered rubber products and chemicals in more than 85
facilities in 28 countries.  It has marketing operations in almost
every country around the world.  Goodyear employs about 92,000
people worldwide.


HAWK CORP: Holding Third-Quarter Conference Call Today
------------------------------------------------------
In conjunction with Hawk Corporation's (NYSE: HWK) third quarter
2003 earnings release, you are invited to listen to its conference
call that will be broadcast live over the Internet today at 11:00
a.m. Eastern with the management of Hawk Corporation.

    What:    Hawk Corporation Third Quarter 2003 Earnings Release

    When:    Today, November 4, 2003 @ 11:00 a.m. Eastern

    Where:   http://www.Hawkcorp.comor
                
  http://www.firstcallevents.com/service/ajwz392883729gf12.html

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

Contact: Thomas A. Gilbride, Vice President - Finance,
216.861.3559.

If you are unable to participate during the live webcast, the call
will be archived later in the afternoon on the Company's site
http://www.Hawkcorp.com  To access the call, click on News &  
Reports-News-Conference Calls & Presentations.

Hawk Corporation -- whose Corporate Credit Rating has been upgrade
by Standard & Poor's to 'single-B' -- is a leading worldwide
supplier of highly engineered products. Its friction products
group is a leading supplier of friction materials for brakes,
clutches and transmissions used in airplanes, trucks, construction
equipment, farm equipment and recreational vehicles.  Through its
precision components group, the Company is a leading supplier of
powder metal and metal injected molded components for industrial
applications, including pump, motor and transmission elements,
gears, pistons and anti-lock sensor rings.  The Company's
performance automotive group manufactures clutches and gearboxes
for motorsport applications and performance automotive markets.
The Company's motor group designs and manufactures die-cast
aluminum rotors for fractional and subfractional electric motors
used in appliances, business equipment and HVAC systems.
Headquartered in Cleveland, Ohio, Hawk has approximately 1,700
employees and 16 manufacturing sites in five countries.

Hawk Corporation is online at: http://www.hawkcorp.com


HAYES LEMMERZ: Begins Preparation to Restart Huntington Ops.
------------------------------------------------------------
Hayes Lemmerz International, Inc. (OTC Bulletin Board: HAYZ) has
obtained agreement from government agencies to begin testing
safety and other plant systems at its Huntington Operations in
preparation for resumption of operations at the plant on a
schedule still to be determined.

Chairman and CEO Curtis Clawson also expressed his condolences to
those affected by the October 29 explosion that occurred in one
part of the plant. "Our hearts go out to the families, friends,
and co-workers of the three employees affected by this accident,"
he said.

"Safety is always our highest priority, and we are intensely
focused on learning the cause of this accident to help us protect
our employees at all of our facilities," he added.

Clawson and other senior Hayes Lemmerz officers flew to the
facility, located near Ft. Wayne, Indiana, early on October 30.  
They visited the families of affected employees to express their
condolences directly, and spoke with employees at the plant.

The Company said that its manufacturing and machining areas at its
Huntington Operations were not affected by the explosion in the
aluminum chip reprocessing system, located in the northwest corner
of the building.

The plant employs about 250 people, of which about 80 were on duty
at the time of the incident.  Of the three maintenance associates
who were in the area of the explosion, one has died as a result of
injuries, one remains hospitalized, and one was treated and
released at a local hospital.

Production at the plant, which makes aluminum wheels, was
suspended due to the explosion.

Customers were advised individually of specific product supply
situations.

Hayes Lemmerz International, Inc. is a world leading global
supplier of automotive and commercial highway wheels, brakes,
powertrain, suspension, structural and other lightweight
components.  The Company has 43 plants, 3 joint venture facilities
and 11,000 employees worldwide.


HECLA MINING: Will Take Environmental Liabilities in 3rd Quarter
----------------------------------------------------------------
Hecla Mining Company (NYSE:HL) will take an accrual on its third
quarter financial statements to reflect the company's current
estimate of its environmental liabilities.

The majority of this accrual is for the Coeur d'Alene Basin in
response to a United States District Court ruling in September,
which held that Hecla has some liability for yet-to-be determined
natural resource damages and response costs due to its historic
mining practices. The court held that joint and several liability
is not appropriate, and that Hecla's tailings-related liability
will be based on an allocation of 31% of the historic mine
tailings production in the Coeur d'Alene Basin. The court also
stated "that there has been an exaggerated overstatement by the
Federal Government and the (Coeur d'Alene) Tribe" of environmental
impacts in the Coeur d'Alene Basin in northern Idaho. But, because
some liability was determined, a second phase of the trial,
scheduled to begin in January 2005, will address what damages are
recoverable and what cleanup relief is appropriate.

The company is currently estimating that total costs for potential
liability for historical environmental impacts in northern Idaho's
Coeur d'Alene Basin, plus updated estimates for the Grouse Creek
mine reclamation and other properties, require an additional
accrual of $23.1 million. The environmental accruals taken in the
third quarter, while having a significant impact on net income,
should not have a material impact on the company's current and
future plans. The company made the decision to take the accrual
after a meeting Friday by the audit committee of Hecla's Board of
Directors.

Hecla President and Chief Executive Officer Phillips S. Baker,
Jr., said, "These accruals do not materially impact our business,
but are required accounting entries. And let me reiterate that we
are actually quite pleased with the judge's ruling in the Coeur
d'Alene Basin litigation.

Of the $23.1 million total third-quarter environmental accrual,
$16 million was in response to claims for environmental impacts in
the Coeur d'Alene Basin and $6.8 million was taken for reclamation
at the Grouse Creek mine in central Idaho. Based upon the court's
September 2003 order, the company has attempted to outline a range
of potential liability for the Basin cleanup, and has estimated a
range of potential liability of $18 million to $58 million, with
no amount within this range being more likely than any other at
this time. Accounting rules state that when no best estimate
within the range can be determined, the minimum liability should
be accrued.

Meanwhile, Hecla continues to successfully manage and close out
environmental projects. This year, reclamation has been completed
on four idle properties. A former industrial minerals property in
Piedmont, South Dakota, has been given final release, as has the
Middle Buttes gold mine in California. Work is complete at the
Siddoway scoria rock property in Idaho and is awaiting final
inspection and reclamation bond reduction, and regulatory agencies
have accepted the site work, reclamation and reseeding at the
Shumake gold mine in California.

Hecla Mining Company (S&P, CCC+ Corporate Credit Rating,
Positive), headquartered in Coeur d'Alene, Idaho, mines and
processes silver and gold in the United States, Venezuela and
Mexico. A 112-year-old company, Hecla has long been well known in
the mining world and financial markets as a quality silver and
gold producer. Hecla's common and preferred shares are traded on
the New York Stock Exchange under the symbols HL and HL-PrB.

Hecla's Home Page can be accessed on the Internet at:
http://www.hecla-mining.com


HOME PRODUCTS: Weak Profitability Prompts S&P to Junk Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on household goods manufacturer Home Products International
Inc. to 'CCC+' from 'B'. At the same time, Standard & Poor's
lowered the senior secured rating on the company to 'B-' from 'B+'
and the subordinated debt rating to 'CCC-' from 'CCC+'.

The outlook is negative.

Total debt outstanding at Home Products as of Sept. 27, 2003, was
$126.2 million.

"The downgrade reflects significantly weaker-than-expected
profitability resulting from reduced sales volumes and higher raw
material costs, in turn a result of reduced liquidity and credit
ratios that are substantially below Standard & Poor's
expectations," said credit analyst Martin S. Kounitz.

The ratings are based on Home Products' sensitivity to
fluctuations in the price of plastic resin (the company's primary
raw material), vulnerability of its products to competition based
on price, the company's concentrated customer list, and its high
debt leverage.

Chicago, Illinois-based Home Products manufactures ironing boards
and plastic houseware items, including hangers and storage boxes,
sold under the HOMZ trademark. The household goods market is
highly competitive. Moreover, revenues are concentrated. About 70%
of Home Products' sales are to its three major customers, Kmart
Corp., Wal-Mart Stores Inc., and Target Corp. As Kmart has closed
stores, Home Products' sales have been hurt.


IFCO SYSTEMS: Expects Strong Growth for Third-Quarter 2003
----------------------------------------------------------
Based on preliminary figures, IFCO Systems N.V. (Frankfurt:IFE1)
expects to report a net profit of approximately US$4.9 million for
Q3 2003 in comparison to US$3.6 million in Q3 2002, an increase of
38% year over year.

Sustainable cost management and an increase in revenues were the
key factors for this result. For the first nine months of 2003,
IFCO Systems N.V. expects to report a net profit of approximately
US$8.0 million compared to a net loss of US$95.6 million in the
same period of the previous year.

IFCO Systems N.V. will publish detailed figures for its third
quarter 2003 on Nov. 4, 2003.

                         *      *     *

As previously reported in Troubled Company Reporter, Standard &
Poor's withdrew its double-'C' bank loan rating on IFCO Systems
N.V.'s $178 million secured bank credit facility.

At the same time Standard & Poor's withdrew its corporate credit
and subordinated debt ratings on the company, which was lowered to
'D' on March 15, 2002, after IFCO failed to make its interest
payment on its 10.625% senior subordinated notes due 2010.


J.P. MORGAN: Fitch Rates Class B-4 & B-5 Certificates at BB/B
-------------------------------------------------------------
Fitch rates J.P. Morgan Mortgage Trust's mortgage pass-through
certificates, series 2003-A1, as follows:

     -- $262.4 million classes 1-A-1, 2-A-1, 3-A-1, 4-A-1 through
        4-A-6, and A-R senior certificates 'AAA';

     -- $3.5 million class B-1 certificates 'AA';

     -- $1.5 million class B-2 certificates 'A';

     -- $943,700 class B-3 certificates 'BBB';

     -- $539,200 privately offered class B-4 certificates 'BB';

     -- $404,400 privately offered class B-5 certificates 'B'.

Fitch does not rate the $404,762 privately offered class B-6
certificates.

The 'AAA' rating on the senior certificates reflects the 2.70%
subordination provided by the 1.30% class B-1, 0.55% class B-2,
0.35% class B-3, 0.20% privately offered class B-4, 0.15%
privately offered class B-5 and 0.15% privately offered class B-6
certificates. 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 primary servicing capabilities of Cendant Mortgage
Corporation, rated 'RPS1-' by Fitch.

The trust consists of four cross-collateralized groups of 540
conventional, adjustable-rate mortgage loans secured by first
liens on one- to four-family residential properties, with an
aggregate scheduled balance of $269,634,761. The average unpaid
principal balance of the aggregate pool as of the cut-off date is
$499,324. The weighted average original loan-to-value ratio is
67.72%.

The mortgage loans in Group 1 consist of 228 one- to four-family
residential properties, with aggregate principal balance of
$119,257,130 as of the cut-off date (Oct. 1, 2003). The mortgage
pool has a weighted average LTV of 68.35%, with a weighted average
mortgage rate of 4.78%. Loans originated under a reduced loan
documentation program account for approximately 24.15% of the
pool, cash-out refinance loans 18.85%, and second homes 6.37%. The
average loan balance is $523,058 and the loans are primarily
concentrated in California (19.07%), New Jersey (14.10%) and
Florida (7.60%).

The mortgage loans in Group 2 consist of 98 one- to four-family
residential properties, with aggregate principal balance of
$40,629,684, as of the cut-off date. The mortgage pool has a
weighted average LTV of 72.34%, with a weighted average mortgage
rate of 4.64%. Loans originated under a reduced loan documentation
program account for approximately 9.36% of the pool, cash-out
refinance loans 11.44%, and second homes 3.38%. The average loan
balance is $414,589 and the loans are primarily concentrated in
California (19.59%), New Jersey (12.11%) and Illinois (8.57%).

The mortgage loans in Group 3 consist of 31 one- to four-family
residential properties with aggregate principal balance of
$13,971,902, as of the cut-off date. The mortgage pool has a
weighted average LTV of 63.43% with a weighted average mortgage
rate of 4.98%. Loans originated under a reduced loan documentation
program account for approximately 10.74% of the pool, and cash-out
refinance loans 23.75% of the pool. The average loan balance is
$450,707 and the loans are primarily concentrated in California
(35.19%), New Jersey (20.75%) and Florida (12.37%).

The mortgage loans in Group 4 consist of 183 one- to four-family
residential properties with aggregate principal balance of
$95,776,044, as of the cut-off date. The mortgage pool has a
weighted average LTV of 65.59%, with a weighted average mortgage
rate of 5.13%. Loans originated under a reduced loan documentation
program account for approximately 26.51% of the pool, cash-out
refinance loans 25.91%, and second homes 10.76%. The average loan
balance is $523,366 and the loans are primarily concentrated in
California (20.97%), New Jersey (10.89%) and New York (9.32%).

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

Wachovia Bank, N.A. will serve as trustee. J.P. Morgan Acceptance
Corporation I, a special purpose corporation, deposited the loans
in the trust which issued the certificates. For federal income tax
purposes, the trustee will elect to treat all or portion of the
assets of the trust funds as comprising multiple real estate
mortgage investment conduits.


KMART CORP: Replaces Skadden Arps as Post-Emergence Counsel
-----------------------------------------------------------
On August 19, 2003, U.S. Bankruptcy Court Judge Sonderby approves
the transition of all remaining residual work on the Kmart
Debtors' post-emergence wind-down of their Chapter 11 process from
Skadden, Arps, Slate, Meagher & Flom, in Illinois, to other legal
service providers.  The Debtors will now be represented by Wilmer,
Cutler & Pickering and Barrack, Ferrazzano, Kirschbaum, Perlman
and Nagelberg.  In the Anchorage, Alaska adversary proceeding, the
Debtors will be represented by J. M. Harrison & Associates.

Skadden Arps will be deemed to have withdrawn from representing
the Debtors in their jointly administered bankruptcy cases and
adversary proceedings.  All appearances filed by attorneys
from Skadden will be deemed withdrawn.

Kmart's successor counsels will be responsible for establishing a
new telephone hotline and e-mail address for public inquiries
regarding the Debtors' Chapter 11 cases:

   Information Hotlines
   --------------------
   Kmart Vendor/Supplier (toll-free)          1-877-453-5693

   Kmart Associates & Employee (toll-free)    1-248-637-1150

   Investor Relations                         1-248-463-1040

   Media Relations                            1-248-463-1021

   Counsel
   -------
   Wilmer, Cutler & Pickering
   Attention Andrew Goldman, Esq.
   399 Park Avenue
   New York, NY 10022
   Tel: 1-212-230-8800
   Fax: 1-212-230-8888

   Co-Counsel
   ----------
   Barack, Ferrazzano, Kirschbaum, Perlman & Nagelberg
   333 West Wacker Drive, Suite 2700
   Chicago, IL 60606
   Tel: 1-312-984-3100
   Fax: 1-312-984-3150
(Kmart Bankruptcy News, Issue No. 64; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


MAGELLAN HEALTH: Court Clears Justice Department Settlement Pact
----------------------------------------------------------------
Magellan Health Services, Inc., and its debtor-affiliates obtained
the Court's approval for a Settlement Agreement entered into by
the Debtors and the United States Department of Justice.

The agreement between the Debtors and the Justice Department
settles the Claims for $1,100,000 cash.  Magellan will pay the
Settlement Amount on or before the effective date of the Debtors'
Plan.  In the event that the Bankruptcy Court does not confirm the
Plan by November 15, 2003, the Settlement will be null and void
unless Magellan pays the Settlement Amount by that date.

                         Backgrounder

Before June 17, 1997, Magellan Health Services, Inc. owned and
operated numerous psychiatric facilities operating under the name
of Charter Behavioral Health Systems.  During that time, the
Charter Psychiatric Facilities submitted claims for payment to the
Medicare program.

Since 2000, the United States Department of Justice, on behalf of
the Office of Inspector General of the Department of Health and
Human Services, conducted inquires and investigations regarding
the Medicare claims and the Debtors' compliance with certain
federal laws.  As a result of the investigations, the Justice
Department asserted certain potential civil and administrative
claims against Magellan for improperly admitting patients and
submitting claims to Medicare for medically unnecessary treatment
of those patients from 1993 to June 17, 1997.

The Justice Department asserted potential claims in excess of
$4,000,000 against the Debtors.  Because there is substantial
uncertainty regarding the amount, if any, of the Claims and the
extent to which the Justice Department can successfully prosecute
the claims, the Debtors believe that litigation of the Claims
would necessarily involve substantial time and expense.  
Consequently, the Debtors engaged in extensive discussions with
the Justice Department regarding a possible settlement of the
Claims. (Magellan Bankruptcy News, Issue No. 17: Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


MANITOWOC COMPANY: Proposes $125-Million Senior Debt Offering
-------------------------------------------------------------
The Manitowoc Company, Inc. (NYSE: MTW), announced its intention,
subject to market and other conditions, to raise approximately
$125 million, through a public offering of unsecured senior notes
due 2013. In addition, Manitowoc's obligations will be guaranteed
by certain of its U.S. subsidiaries.

Manitowoc will use the net proceeds from the sale of the notes
offered to refinance outstanding indebtedness under its Credit
Agreement.

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


MANITOWOC CO: S&P Rates $125-Mill. Senior Unsecured Notes at B+
---------------------------------------------------------------  
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on The Manitowoc Co. Inc., and assigned its 'B+'
senior unsecured debt rating to the company's proposed $125
million senior notes due in 2013. The proceeds from the offering
will be used to permanently reduce its existing secured credit
facility. The rating on the unsecured notes incorporates Standard
& Poor's expectations that the company will continue to pay down
its senior secured debt beyond scheduled amortizations. The
refinancing eliminates concern about near-term amortization
requirements. All other ratings were affirmed.

The outlook on the Manitowoc, Wis.-based company is stable.
Manitowoc has about $600 million in debt outstanding."The
refinancing eliminates near-term amortization requirements," said
Standard & Poor's credit analyst John Sico. "The amended credit
facility is also expected to have revised covenants, which should
provide an adequate cushion in the near term. The company expects
to generate about $100 million in cash flow from operations in
2003, while capital expenditure requirements and dividends are
modest."

Although the company has leading positions in all of its three
segments -- cranes, food-service equipment, and marine services --
earnings and cash flow are less diverse, as Manitowoc has placed
significant emphasis on the crane business, which now accounts for
about two-thirds of company revenues. The deterioration in the
crane business has resulted from a severe decline in
nonresidential construction spending in 2003 and 2002.

"Although challenges in the crane operations are likely to
continue for the near term, we expect the company to continue to
be able to generate free cash flow to gradually pay down debt over
time to support the ratings at the current level," Mr. Sico said.


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

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

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans. Classes A-1, A-2, B, C,
D, and E are currently being offered publicly. Standard & Poor's
analysis determined that, on a weighted average basis, the pool
has a debt service coverage of 1.84x, a beginning loan-to-value
(LTV) of 78.6%, and an ending LTV of 66.9%.

                PRELIMINARY RATINGS ASSIGNED
           Merrill Lynch Mortgage Trust 2003-KEY1
     Commercial mortgage pass-thru certs series 2003-KEY1

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


MILACRON INC: Sept. 30 Balance Sheet Upside-Down by $25.7 Mill.
---------------------------------------------------------------
Milacron Inc. (NYSE: MZ) reported a loss in the third quarter of
2003 but said that cost-reduction measures and the implementation
of Lean manufacturing strategies helped improve manufacturing
margins and generate positive cash flow from operations.

In the third quarter of 2003, Milacron had sales of $170 million
down slightly, despite favorable currency translation effects,
from $173 million in the third quarter of 2002. The company
reported a net loss in the quarter of $67.7 million, or $2.01 per
share, which included, on an after-tax basis, a $52.3 million non-
cash charge for goodwill impairment in the company's mold
technologies segment, $6.3 million in restructuring costs and $2.0
million in losses from discontinued operations, as well as $1.9
million in tax expense. This compared to net earnings of $14.5
million, or $.43 per share, in the year-ago quarter, which
included, after tax, a one-time gain on divestitures of $29.4
million and a tax benefit of $3.9 million, as well as $1.1 million
in restructuring costs and $10.4 million in losses from
discontinued operations. Thus, despite lower sales, Milacron was
able to reduce its pre-tax loss from continuing operations before
restructuring costs and the goodwill charge to $5.2 million in the
most recent quarter, down from $7.3 million in the third quarter
last year.

New orders in the third quarter of 2003 were $176 million versus
$179 million a year ago. With orders exceeding shipments, the
backlog grew to $92 million, up from $85 million at the beginning
of the quarter and from $80 million a year ago. Manufacturing
margins were 18.3%, up slightly from 18.2% in 2002 and from 16.7%
and 15.5% in the first two quarters of 2003, respectively. The
operating loss before interest and taxes was $58.0 million and
included restructuring costs of $6.4 million and the goodwill
charge of $52.3 million. Excluding restructuring and goodwill
charges, earnings before interest and taxes improved to $0.7
million compared to an operating loss of $0.8 million in the year-
ago quarter. Net cash provided by operating activities was $1.8
million, as the company reduced inventories by almost $9 million
in the quarter.

At September 30, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $25.7 million.

"We made a lot of progress in the quarter," said Ronald D. Brown,
chairman, president and chief executive officer. "We completed our
cost-cutting initiatives in North America, and in Europe we saw
good improvement in our blowmolding machinery operation in Italy.
By focusing more resources outside our traditional markets of
North America and Europe, which were soft in the first two months
of the quarter, we took advantage of increasing demand in Asia,
especially China. Overall, with a strong emphasis on working
capital management through the implementation of Lean
manufacturing strategies, we reduced inventories and generated
positive cash flow from operations," Brown said.

                         Segment Results

Machinery Technologies-North America (machinery and related parts
and services for injection molding, blow molding and extrusion
supplied from North America and India) Sales of $72 million were
down from $74 million in the year-ago quarter. New orders for the
quarter also declined, to $74 million from $79 million in 2002.
Helped by cost-reduction measures taken early in the quarter but
penalized by ongoing pricing pressure, pre-tax operating earnings
before restructuring costs were $0.9 million, down from $1.5
million a year ago.

Machinery Technologies-Europe (machinery and related parts and
services for injection molding and blow molding supplied from
Europe) Despite favorable currency translation effects, sales of
$33 million were down from $35 million in the year-ago quarter,
while new orders increased to $37 million from $35 million. The
segment cut its pre-tax operating loss before restructuring costs
to $0.4 million, down from a loss of $1.5 million a year ago,
primarily as a result of improving results in its blowmolding
machinery operation in Italy. Operating results were held back,
however, by delays in implementing previously announced cost-
cutting measures in injection molding machine operations in
Germany.

Mold Technologies (mold bases and related parts and services, as
well as maintenance, repair and operating supplies for injection
molding worldwide) Sales were $39 million in the third quarter,
down from $41 million a year ago, despite favorable currency
translation effects. Excluding restructuring charges, the segment
had a slight pre-tax operating profit of $0.1 million compared to
$0.4 million last year.

Industrial Fluids (water-based and oil-based coolants, lubricants
and cleaners for metalcutting and metalforming operations
worldwide) Sales of $26 million were up from $25 million in the
third quarter a year ago, primarily due to favorable currency
translation effects. Pre-tax operating earnings improved to $4.8
million from $3.4 million a year ago.

                        Goodwill Writedown

In its annual review of intangible assets, the company revised
downward estimated future cash flows in its mold technologies
segment, which resulted in a non-cash goodwill impairment charge
of $52.3 million, with no tax benefit. The charge is preliminary
and may be adjusted in the fourth quarter based on further
analysis.

               Cash Position and Financial Flexibility

Milacron ended the third quarter with $62 million in cash, down
from $67 million at the beginning of the quarter, as positive net
cash provided by operations was offset by restructuring charges
and losses from discontinued operations. Overall, the company
expects cash flow in the fourth quarter to be similar to that of
the third quarter.

During the quarter, Milacron's bank group amended the company's
revolving credit agreement, relaxing certain financial covenants
to address the extended downturn in the plastics industries and to
allow the implementation of further cost-cutting initiatives.

Milacron is currently engaged in discussions with a number of
potential lenders to replace by year-end both its revolving credit
facility and its receivables securitization program, which
together have approximately $80 million outstanding. At the same
time, the company is actively pursuing a variety of options to
refinance its public debt, which consists of $115 million of
8-3/8% notes due in March 2004 and EUR115 million of 7-5/8% bonds
due in April 2005.

                              Outlook

With the backlog of unfilled orders currently growing and given
the seasonal trend of accelerated machinery deliveries in the
final months of the year, fourth-quarter sales are expected to
show sequential improvement over the third quarter and approach
levels of the fourth quarter a year ago.

"In the fourth quarter we should experience the full benefit of
the cost-cutting measures we've recently completed in North
America," Brown said. "Therefore, we expect results from
continuing operations in the fourth quarter to improve over those
of the third quarter and approach break-even on an operating basis
excluding restructuring costs.

"As for the longer term, at this time we have very little
visibility into 2004. On the assumption that there continues to be
a moderate improvement in world economies in the first half of the
year, this would likely lead to a recovery within our machinery
businesses in the second half. Under this scenario, we believe we
can return to sustained profitability in the second half of 2004.

"Regardless of the economy, we will continue to focus our
resources on providing our customers with the technology and
service they need to improve their overall competitiveness. We
will work hard to implement cost-saving measures in our European
operations and we will pursue growth opportunities to serve our
customers wherever they are throughout the world," he said.

First incorporated in 1884, Milacron is a leading global supplier
of plastics-processing technologies and industrial fluids, with
about 3,500 employees and major manufacturing facilities in North
America, Europe and Asia. For further information, visit
http://www.milacron.com


MIRANT CORP: Court OKs Amendment to Prepetition Credit Agreement
----------------------------------------------------------------
The U.S. Bankruptcy Court authorizes the Mirant Debtors' entry
into the Amendment Agreement only to the extent that it will apply
to 71 designated Letters of Credit aggregating $750,608,553.
  
                         *     *     *

Mirant Corporation is the borrower under a Four-Year Facility
Agreement dated as of July 17, 2001 among Mirant, Credit Suisse
First Boston, as administrative agent, and certain banks and other
financial institutions as lenders.  Under the Four-Year Credit
Facility, the Prepetition Lenders agreed to make available to
Mirant a working capital and letter of credit facility of up to
$1,125,000,000 in aggregate principal amount.  

The salient terms of the Amendment Agreement are:

   (a) All Existing Letters of Credit -- including Evergreen
       Letters of Credit -- will be capable of being extended
       pursuant to the terms of the Amendment Agreement;

   (b) Existing Letters of Credit may be extended, at the
       election of Mirant, to a date -- the Relevant Termination
       Date -- which is the earlier of:

         (i) the date falling six months after the relevant
             Scheduled Expiry Date for the Existing Letter of
             Credit -- or a date not falling not later than one
             year after the Scheduled Expiry Date, as may be
             required by the terms of the underlying agreement
             with the relevant Beneficiary with respect to which
             the Existing Letter of Credit was issued;

        (ii) the Relevant Termination Date Mirant specifies in a
             written Extension Notice; or

       (iii) September 30, 2004;

   (c) If Mirant wishes to extend any Existing Letters of
       Credit, it will be required to provide a written notice
       to the Issuing Bank, requesting the extension and
       providing all relevant information for the purposes
       thereof, within a specified period prior to the Scheduled
       Expiry Date of the relevant Existing Letter of Credit;

   (d) If the relevant Beneficiary does not deliver an
       acknowledgement accepting the terms of the extension
       within a specified period of time, notwithstanding the
       Extension Notice, the Existing Letter of Credit will
       expire on the Scheduled Expiry Date;

   (e) The relevant Beneficiary of an Extended Letter of Credit
       must be the same entity as the Beneficiary of the
       Existing Letter of Credit;

   (f) The face amount of the Extended Letter of Credit may be
       equal to the then undrawn amount of the relevant Existing
       Letter of Credit, or a lesser amount elected by Mirant;

   (g) The relevant Beneficiary's rights to draw on the Extended
       Letter of Credit will be substantially the same as those
       set out in the Existing Letter of Credit being so
       extended; and

   (h) The Issuing Bank may make modifications to the terms of
       an Extended Letter of Credit as may be necessary to
       reflect the terms of the relevant extension, including
       with respect to Evergreen Letters of Credit, removing the
       provision providing for the automatic renewal. (Mirant
       Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
       Service, Inc., 609/392-0900)


MSX INT'L: Schedules Third-Quarter Conference Call for Nov. 10
--------------------------------------------------------------
MSX International will hold a conference call to discuss third
quarter 2003 financial results at 2:00 p.m. EST on Monday,
November 10, 2003.  To listen to the call, dial 212-676-5242 and
provide reservation number 21164687.

A replay of the call will be available beginning at 4:00 p.m. EST
Monday, November 10, 2003 at 800-633-8284 (Domestic) or 402-977-
9140 (International), with the same reservation number.

MSX International (S&P, B+ Corporate Credit, B- Subordinated Debt
and B+ Senior Secured Credit Facility Ratings), headquartered in
Southfield, Mich., is a global provider of technical business
services.  The company combines innovative people, standardized
processes and today's technologies to deliver a collaborative,
competitive advantage.  MSX International has over 7,000 employees
in 25 countries.  Visit their Web site at http://www.msxi.com


NORTHWEST AIRLINES: $225-Mill. Senior Notes Get S&P's B- Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Northwest Airlines Corp.'s (B+/Negative/--) $225 million 7.625%
convertible senior notes due 2023, and affirmed all ratings on
Northwest Airlines and unit Northwest Airlines Inc. (B+/Negative/-
-). The notes and Northwest Airlines Corp.'s other senior
unsecured debt are rated lower than the corporate credit rating
because a high proportion of secured debt and leases in the
company's capital structure places unsecured creditors in an
essentially subordinated position.

"Northwest, like other large U.S. airlines, faces weak revenues,
substantial debt and pension obligations, and a need to lower its
labor costs," said Standard & Poor's credit analyst Philip
Baggaley. "However, the airline's credit profile benefits from
substantial liquidity, with $2.8 billion of unrestricted cash (the
largest amount, relative to the company's size, of any large U.S.
airline, excepting Southwest Airlines Co.), and ongoing stringent
cost-cutting efforts," the analyst continued.

Northwest, the fourth-largest U.S. airline, has a domestic route
system focused on hubs in Minneapolis, Minnesota, and Detroit,
Mich. The company also offers extensive Pacific routes (mostly to
Japan) and transatlantic service through a successful joint
venture with KLM Royal Dutch Airlines. With the pending
acquisition of KLM by Air France, Northwest and domestic partner
Continental Airlines Inc. are expected to join the SkyTeam global
alliance led by Delta Air Lines Inc. and Air France. Northwest
reported net earnings of $47 million in the third quarter ended
Sept. 30, 2003, compared with a loss of $46 million in the year-
earlier quarter. The profit, while narrow, was one of the better
performances among large U.S. airlines in that period, reflecting
some revenue improvement and continued cost-control efforts.
Still, Northwest tends to have a greater seasonal change in
revenues than most U.S. airlines, benefiting disproportionately
from summer travel, and losses are expected in the next several
quarters.

Northwest's management is seeking to negotiate concessions from
the airline's labor groups, but faces a challenge in persuading
unions to accept needed cost-saving changes given the company's
ample near-term liquidity. The pilot union is considered to be
most receptive to these proposals, while the mechanics appear
unlikely to cooperate.

Ratings could be lowered if the nascent recovery in earnings and
cash flow generation falters due to renewed industrywide revenue
weakness or the company's inability to reduce operating costs.


NORTHWEST AIRLINES: Fitch Rates $225-Mil. Convertible Notes at B
----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'B' to the $225 million in
convertible senior unsecured notes issued by Northwest Airlines
Corp. The privately placed notes, guaranteed by Northwest's
operating subsidiary Northwest Airlines, Inc., carry a coupon rate
of 7.625% and mature in 2023. The Rating Outlook for Northwest is
Negative.

The 'B' rating for the convertible notes reflects concerns over
Northwest's ability to generate levels of operating cash flow
sufficient to strengthen its balance sheet in light of large cash
obligations that must be met during 2004 and 2005. The airline is
engaged in negotiations with its labor unions to achieve pay and
benefit concessions. If successful in this effort, Northwest could
lower unit operating expenses to levels seen at other restructured
network carriers (in particular, American and United). Without
progress on labor cost reduction, however, a return to sustained
profitability will be difficult to achieve even in an improving
industry demand environment. Collective bargaining negotiations
with the Air Line Pilots Association officially commenced in
August, and the company has been in talks with its ground
employees' union (the International Association of Machinists and
Aerospace Workers) since late 2002.

Northwest reported net income of $42 million in the third quarter
as the carrier benefited from a revival of leisure demand in the
seasonally strong summer months. Passenger revenue per available
seat mile increased by 5% in the quarter, primarily as a result of
a 7% decline in mainline capacity and a better-than-expected load
factor performance. Significant recovery of demand in Atlantic and
Pacific markets from the bleak period following the Iraq War and
the SARS crisis appears to be contributing to Northwest's better
revenue performance. In addition, the carrier continues to enjoy a
stage length adjusted unit revenue premium versus the rest of the
industry in domestic markets.

Non-labor cost reduction appears to be proceeding faster at
Northwest than at other carriers. In spite of a 7% decline in
available seat mile capacity during the September quarter, unit
costs did not increase markedly. Excluding fuel and special items,
operating cost per available seat mile increased by only 1% in the
third quarter. Despite stubbornly high fuel costs, hedging gains
of about $30 million in the quarter brought Northwest's average
jet fuel price down to 76 cents per gallon (excluding taxes). This
price was well below the industry average for the quarter.
Northwest's credit profile has clearly benefited from the
company's focus on cash conservation during the industry's revenue
crisis. Liquidity remains a source of relative strength. As of
September 30, Northwest reported an unrestricted cash balance of
$2.8 billion. This represented approximately 30% of projected 2003
total revenues--the strongest liquidity position of all the U.S.
network carriers. The issuance of the $225 million in convertible
notes, in addition to $150 million raised in a similar deal in
May, signals the company's ability to access the capital markets-
albeit on a limited basis--at a time of continuing turmoil in the
industry.

Calendar year 2003 pension plan contributions have now been
satisfied, with the airline contributing a total of $413 million
to its plans. This consists of both cash and stock in its non-
public regional airline subsidiary, Pinnacle Airlines. Pending the
outcome of pension funding reform initiatives in Washington,
Northwest has not provided guidance regarding its expected 2004
cash funding requirements. Given the level of underfunding in its
defined benefit plans, however, it is safe to assume that the
airline faces several years of heavy pension plan contributions-
perhaps exceeding this year's total of $413 million. Good asset
returns and rising interest rates in 2003 should reduce the size
of Northwest's current pension liability at the time of re-
measurement on December 31.

Scheduled debt maturities over the next several quarters are
large, with $641 million due in 2004 and $1.44 billion due in
2005. In an effort to reduce some of the liquidity pressure
associated with these maturities, Northwest on October 30
announced the launch of an exchange offer under which holders of
$850 million of unsecured notes maturing between 2004 and 2006
could receive Class D pass-through certificates backed by 64
aircraft. The newly created Class D certificates carry a coupon
rate of 10.5%. Northwest would not receive cash proceeds from the
exchange but could reduce fixed cash obligations significantly
during a period of continuing liquidity pressure between 2004 and
2006.

Fitch will continue to focus on Northwest's ability to deliver
significant reductions in unit labor costs in an effort to respond
to the competitive challenges now posed by low-cost carriers and
the restructured network airlines. Without near-term success on
the labor front, it will be difficult for Northwest to maintain
its liquidity position and begin the process of rebuilding its
balance sheet.


NORTHWESTERN CORP: Issues Comment on Recent Share Price Increase
----------------------------------------------------------------
NorthWestern Corporation (OTC Pinksheets: NTHWQ), which filed for
Chapter 11 reorganization on Sept. 14, 2003, reported that it
knows of no reason for the recent increase in the price of the
Company's common shares.

NorthWestern had previously stated in its public filings that if
the Company filed for protection under the U.S. Bankruptcy Code,
its common stockholders could lose their entire investment.
NorthWestern reiterated that the planned sale of noncore assets
will not change the Company's previously stated belief that there
is no value in the Company's common stock as a result of its
bankruptcy filing.

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 solutions
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. More information on
NorthWestern's financial restructuring is available at
http://www.northwestern.com


NRG ENERGY: Implementing Proposed KERP and Severance Agreements
---------------------------------------------------------------
At the NRG Energy Debtors' request, Judge Beatty approves the
implementation of these Employee Retention and Severance
Agreements:

   (a) the Senior Key Employee Retention Plan effective as of
       March 1, 2003 and as amended from time to time;

   (b) Severance Agreements with six members of the Debtors
       senior management team;

   (c) the Key Employee Retention Plan effective as of August 1,
       2002 and as amended from time to time; and

   (d) the Amended and Restated Key Executive Retention,
       Restructuring Bonus and Severance Agreement for Scott J.
       Davido, the Senior Vice President, General Counsel and
       Corporate Secretary of NRG, which was approved on
       August 5, 2003.

According to Kelly K. Frazier, Esq., at Kirkland & Ellis, in New
York, the Debtors' ability to implement and timely effectuate the
Reorganization Plan by the end of the year may be seriously
jeopardized absent the continued dedication and on-going services
of the Debtors' senior management team and other key employees.
The Debtors believe that the most effective way to protect
against attrition and to improve morale among the employees is to
implement the key employee retention plans and severance
agreements.

                      Senior Management KERP

The Debtors implemented the Senior Key Employee Retention Plan
effective as of March 1, 2003, subsequently amended on July 21,
2003 to retroactively increase the percentage amount of incentive
payments received by certain SKERP Participants.  The SKERP
provides for retention incentive payments to six members of the
Debtors' senior management team payable in three installments.  

The SKERP Participants are:

   Name                          Title                  Tenure
   ----                          -----                  ------
   Ershell C. Redd, Jr.  Senior Vice President,        10/16/02
                         Commercial Operations
   
                         Member of the Board of
                         Directors for NRG and
                         certain other Debtors
                         effective as of 5/14/03

   John P. Brewster      Vice President,                4/01/00
                         Worldwide Operations

   William T. Pieper     Vice President & Controller    3/20/95
   
   George P. Schaefer    Vice President & Treasurer    12/18/02

   Denise Wilson         Vice President,
                         Administrative Services        9/18/00

   Guy Smith             Vice President, International   8/4/97

The SKERP provides that each of the SKERP Participants will
receive a retention incentive payment equal to a certain
percentage of their base salary, in a range of 65% to 80%.  All
of the SKERP Participants collectively will be entitled to
receive a retention incentive in an amount not to exceed $866,750
in the aggregate.  Of that amount, $205,874 was already paid to
the SKERP Participants in accordance with the SKERP prior to the
Petition Date, on April 11, 2003.

Thus, two payments remain:

   (1) $227,501; and

   (2) $433,375, which will be paid to the SKERP Participants on
       the earlier of December 31, 2003 or the Effective Date.

An individual SKERP Participant will be entitled to receive a
retention payment if he or she is employed on a scheduled
retention payment date, or, if not employed, only in the event
that the Debtors terminate the SKERP Participant's employment
without cause or the SKERP Participant dies or becomes disabled.
Any future payments under the SKERP will be conditioned on the
receipt by the Debtors of a general release of all claims by the
SKERP Participant.

             Senior Management's Severance Agreements

The Severance Agreements provide for varying amounts of payments
to each of the SKERP Participants if the employees are terminated
through no fault of their own as a result of:

   -- an involuntary termination by the Debtors without cause; or

   -- voluntary resignation as a result of a material and adverse
      change in the duties and responsibilities for which the
      employee was hired.

Therefore, a SKERP Participant will not be eligible for Severance
Pay if he or she:

   -- fails to perform his or her assigned duties satisfactorily
      through the designated date of termination;

   -- is terminated by the Debtors for cause; or
     
   -- dies, retires or becomes disabled while employed by the
      Debtors.

With the exception of Ershel Redd, the Severance Agreements
provide that the applicable SKERP Participant will receive
Severance Pay equal to:

   (a) either one or one and one-half times the annual base
       salary; and

   (b) the costs associated with a SKERP Participant's health
       benefits under COBRA for a period of 12 months from the
       effective date of separation.

In addition, William Pieper also will receive one and one-half
times his target bonus, which is equal to an additional 45% of
his base salary.  The Severance Pay, if any, is payable upon
termination in a lump sum or in the form of salary continuation
until paid in full, as determined in the Debtors' sole
discretion.  There are no cure amounts due under any of the
Severance Agreements.

The SKERP Participants, other than George Shaefer and John
Brewster, are eligible for the benefits under their Severance
Agreements only after execution of a general release of all
claims against the Debtors.  Mr. Shaefer and Mr. Brewster is
required to execute a general release of all claims against the
Debtors in order to be eligible to receive any payments under
their Severance Agreements.

In the unlikely event that all SKERP Participants were terminated
and were eligible to receive Severance Pay, the total maximum
liability under all of the Severance Agreements, based on current
base salaries, is estimated to be $2,136,000 in the aggregate.  
The Severance Agreements are designed to serve as a security
element for, and relieve anxiety of, the SKERP Participants
during this critical stage in the Debtors' Chapter 11 cases.

      Retention Plan for Other Key Executives and Management

The KERP provides for $3,910,000 to be paid out in increments, to
approximately 90 employees who have either been identified as key
to the Debtors' business and the restructuring efforts or
critical employees at varying levels of seniority and rank who
are critical to the day-to-day operations of the Debtors'
business.

In developing the KERP, the Debtors' management went through a
process, working closely with their advisors, to accomplish three
tasks:

   (a) design plan economics consistent with the market for
       retention programs in similar situations and responsive to
       the perceived needs of the Debtors;

   (b) develop the controls, provisions and requirements of the
       KERP that are both common in similar plans and responsive
       to the unique circumstances of the Debtors' situation; and

   (c) identify and classify those employees who would be
       eligible for retention bonuses and any other benefits
       under the KERP.

Under the KERP, employees are divided into two tiers, -- Tier I
Employees and the Tier II Employees -- based on the Debtors'
internal grading system, which in turn is based on an employees'
level of responsibility and accountability at the company as
benchmarked against market level compensation.  Each eligible
Tier I and Tier II Employee will receive a retention incentive
payment equal to 40% and 30% of their base salary for scheduled
payments on October 31, 2002, February 28, 2003, and July 31,
2003.

In addition, pursuant to the most recent amendment to the KERP,
effective as of July 21, 2003, approximately 61 of the eligible
Tier I and Tier II Employees will receive an additional retention
incentive payment equal to 20% and 15% of their base salary,
which additional retention incentive payment is payable on the
earlier of December 31, 2003 or the Effective Date -- the
Supplemental Bonus.

Prior to the Petition Date, the Debtors have made two payments to
eligible Tier I and Tier 11 Employees:

   (1) on October 31, 2002, $638,076 -- representing 25% of the
       total aggregate retention payment at that time; and

   (2) on February 28, 2003, $592,691 -- representing 25% of the
       total aggregate retention payment at that time.

Thus, two payments remain:

   (1) $1,193,682 -- representing 50% of the total aggregate
       retention payment, excluding the Supplemental Bonus --
       which will be paid to eligible participants as soon as
       practicable; and

   (2) $1,179,275 on account of the Supplemental Bonus, which
       will be paid to eligible participants on the earlier of
       December 31, 2003 or the Effective Date.

An individual KERP participant will be entitled to receive a
retention payment if he or she is employed on a scheduled
retention payment date, or, if not employed, only in the event
that the Debtors terminate the participant's employment without
cause or the participant dies or becomes disabled.

The KERP also provides for a discretionary retention bonus fund
in an aggregate amount not to exceed $300,000 for the purpose of
awarding retention bonuses to employees who are not otherwise
eligible for participation in the SKERP or KERP, as to be
determined by and at the discretion of the Debtors' senior
management.  The maximum amount of any discretionary retention
bonus awarded to an individual employee will not exceed $20,000,
unless a higher amount is approved by the Board.

Any future payments under the KERP be conditioned on the receipt
by the Debtors of a general release of all claims, other than
future claims for those participants that are currently employed
by the Debtors, by the KERP participant.

             The Employment Agreement with Mr. Davido

Ms. Frazier tells the Court that effective October 7, 2002, Scott
J. Davido was employed as the Senior Vice President, General
Counsel and Corporate Secretary of NRG.  Mr. Davido is
responsible for all legal and regulatory matters and
communications, and is intricately involved in the Debtors'
restructuring efforts and Chapter 11 cases.  Effective as of the
Petition Date, Mr. Davido also was appointed to the Board, and
currently is Chairman of the Board.

Because of Mr. Davido's integral role in the restructuring
process, on January 7, 2003, the Board conditionally approved a
Key Executive Retention, Restructuring Bonus and Severance
Agreement for Mr. Davido.  Pursuant to the Davido Retention
Agreement, on the Effective Date, Mr. Davido will receive a
restructuring bonus aggregating $750,000, which bonus will be
paid in a lump sum within 30 days after the Effective Date.  
Payment of the restructuring bonus is conditioned on the
Effective Date occurring by the date specified in the Plan,
unless the condition to the Effective Date is waived under the
Plan in accordance with its terms.

The Davido Retention Agreement also provides for severance
benefits to Mr. Davido equal to:

   (1) two times the sum of:

          -- Mr. Davido's base salary; and
   
          -- the greater of Mr. Davido's average annual bonus
             earned over the two most recent full fiscal years
             prior to the Effective Date of his termination or
             the target annual bonus established for the bonus
             plan year in which the termination occurs;

   (2) a net cash payment for the costs of health benefit
       premiums under COBRA for a period of 18 months from the
       effective date of termination;

   (3) the pro rata portion of any unpaid targeted annual
       incentive;

   (4) a cash payment for earned but unpaid vacation and paid
       time off; and

   (5) reimbursement for the costs of an outplacement service for
       a two-year period after the effective date of termination
       in an amount not to exceed $15,000.

The Debtors estimate that the total aggregate liability on
account of the severance benefits under the Davido Retention
Agreement will not exceed $1,901,019.  The severance pay under
the Davido Retention Agreement, if any, is payable, net of
appropriate withholdings, as determined in the Debtors' sole
discretion either in:

   (1) 30 equal monthly installments, or

   (2) one lump sum within a reasonable period of time,
       commencing or paid at a time not to exceed 120 days after
       the effective date of termination.

Mr. Davido is eligible for the benefits set forth in the Davido
Retention Agreement only after execution of a release of all
claims against the Debtors.  Moreover, in the event of Mr.
Davido's termination, the restructuring bonus and the severance
pay are payable only if the termination is through no fault of
Mr. Davido as a result of:

   -- an involuntary termination by the Debtors without cause; or

   -- the voluntary resignation as a result of a significant and
      material adverse change or reduction in the compensation,
      benefits, duties and responsibilities of Mr. Davido.

The Davido Retention Agreement also contains non-competition,
non-disclosure, and non-solicitation provisions enforceable
against Mr. Davido in the event that Mr. Davido's employment with
the Debtors is terminated.

The Debtors determined that the postpetition costs associated
with the continuation and adoption of the Retention and Severance
Agreements will not exceed $8,121,000 in the aggregate.  Ms.
Frazier contends that the costs will be substantially less -- at
most only $4,084,000 -- to the extent that the SKERP Participants
and Mr. Davido remain employed by the Debtors.  

The Debtors will pay the contemplated payments under the
Retention and Severance Agreements.  The Debtors assert that it
has sufficient unrestricted cash reserves -- $76,900,000 as of
August 14, 2003 -- from which to satisfy these administrative
obligations. (NRG Energy Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ONEIDA LTD: Closing 5 Factory Sites as Part of Cost-Saving Plan
---------------------------------------------------------------
In conjunction with a proposal that was announced on August 27,
Oneida Ltd. (NYSE:OCQ) has decided to close five factory sites
because of substantial negative manufacturing variances.

The affected locations include: Buffalo China dinnerware factory
and decorating facility in Buffalo, N.Y.; dinnerware factory in
Juarez, Mexico; flatware factory in Toluca, Mexico; holloware
factory in Shanghai, China; holloware factory in Vercelli, Italy.

Anticipated savings from the closings will be approximately $12
million annually. Oneida will incur a total charge of
approximately $46 million in association with the closings, as was
previously noted by the company on August 27 when it announced
that the actions were being considered.

The company will continue to market the affected products from
those sites, using independent suppliers. The factory closings are
expected to be completed during the fourth quarter of Oneida's
current fiscal year. No final decisions have been made at this
time regarding the proposed closure of the Buffalo China warehouse
in Buffalo, N.Y., and negotiations are continuing.

"After reviewing our options at each of these locations over the
past several weeks, we determined they must be closed in order for
our company to operate in a profitable and cost-efficient fashion
over the long term," said Peter J. Kallet, Oneida Chairman and
Chief Executive Officer. "This was an extremely difficult action
to approve. These sites have been a vital part of our company, and
we recognize the ramifications of this decision for all of the
affected employees. We understand the hardships and uncertainties
that they will face."

      Commitment to Quality, and to Restoring Profitability

"At the forefront of our strategy is our commitment to continue
providing customers with the best quality products, both new and
existing, throughout our sales channels," Mr. Kallet concluded.
"As we take actions to help restore our profitability and help
improve our shareholder value, we remain focused on long-term
goals to increase market shares across all our product lines and
be the world's most complete tabletop supplier."

Oneida Ltd. is a leading source of flatware, dinnerware, crystal,
glassware and metal serveware for both the consumer and
foodservice industries worldwide.

As reported in Troubled Company Reporter's August 29, 2003
edition, Oneida secured from the required lenders a waiver of the
financial covenants under its credit agreements through the end of
the second quarter.

At July 26, 2003, Oneida's balance sheet shows that its total
current liabilities outweighed its total current assets by about
$36 million.


OWENS CORNING: Balks At New York City's $10-Million Claim
---------------------------------------------------------
Pursuant to a February 12, 1999 settlement agreement, the City of
New York and the Owens Corning Debtors resolved all claims of New
York City against the Debtors relating to the alleged presence of
asbestos-containing materials in buildings, properties and
facilities the City owned, leased, maintained, controlled and
utilized and any other governmental or quasi-governmental agencies
or units, including buildings, facilities and properties which may
have been disposed of, for $750,000 plus certain interest.  Under
the Settlement Agreement, the $750,000 was to have been paid in
increments, with $250,000 due on February 15, 1999, $250,000 due
on February 15, 2000, and $250,000 due on February 15, 2001.

The Settlement Agreement provided that New York City waives all
claims and releases Owens Corning from all liabilities for
property damages which the City accrues on account of or in any
way arising from asbestos-containing materials.  The Settlement
Agreement also provides that "[i]n no event shall a breach of the
Agreement revive any of the claims released herein."

Before the Petition Date, Owens Corning duly made all payments
required under the Settlement Agreement.  It did not, however,
make the payment due on February 15, 2001.

On April 15, 2002, New York City filed Claim No. 8060 asserting a
general unsecured claim for $300,000.  The Claim consists of:

   (1) the $250,000 payment due under the Settlement Agreement on
       February 15, 2001;

   (2) accrued interest; and

   (3) $35,000 of legal fees allegedly due under the Settlement
       Agreement.

On August 5, 2003, New York City amended the Claim to assert a
general unsecured claim for $10,000,000.  A two-page exhibit to
the Amended Claim indicates that the basis for the Claim is
alleged asbestos-containing material at five New York City
properties.  The Amended Claim makes no reference to the
Settlement Agreement.

The Debtors object to the Amended Claim.  The Debtors ask the
Court to disallow and expunge the Amended Claim in its entirety,
in favor of the Original Claim.

Norman L. Pernick, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, explains that the Settlement Agreement resolved all
alleged liability of the Debtors to New York City with respect to
asbestos-containing materials.  To the extent the Debtors
breached the Settlement Agreement by failing to make the final
payment due under that, the Settlement Agreement expressly
provides that "[i]n no event shall a breach of the Agreement
revive any of the claims released herein."  Thus, New York City's
filing of the Amended Claim is directly contrary to the express
terms of the Settlement Agreement, which released all New York
City claims against the Debtors relating to asbestos-containing
material.

In the event the Court does not disallow the Amended Claim, the
Debtors deny any liability to New York City on account of alleged
asbestos-related property damage.  The Debtors demand strict
proof of the amount asserted. (Owens Corning Bankruptcy News,
Issue No. 60; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


PACIFIC SHORES: Fitch Raises Two Low-B Preference Shares Ratings
----------------------------------------------------------------
Fitch Ratings upgrades three classes and affirms three classes of
notes issued by Pacific Shores CDO.

The following three classes of Pacific Shores CDO have been
upgraded:

   -- $23,372,513 class C notes upgraded to 'A' from 'BBB';

   -- $21,500,000 class 1 preference shares to 'BBB-' from 'BB-';

   -- $7,000,000 class 2 preference shares to 'BBB-' from 'BB-'.

The following three classes of Pacific Shores CDO have been
affirmed:

   -- $532,000,000 class A first priority senior secured
      floating-rate notes 'AAA';

   -- $96,000,000 class B-1 second priority senior secured
      floating-rate notes 'AA';

   -- $16,000,000 class B-2 second priority senior secured
      floating-rate notes 'AA'.

Pacific Shores CDO is a collateralized debt obligation, which
closed in February 2002. The portfolio consists of residential
mortgage-backed securities (RMBS; 58.5%), asset-backed securities
(ABS; 17.3%), commercial mortgage-backed securities (CMBS; 13.2%),
corporate securities (6.9%), and CDOs (4.2%).

The upgrade rating action on the class C notes reflects the
deleveraging of the CDO, as the principal balances of the class C
notes have been paid down by approximately 16.5% over the past 15
months from excess spread in the transaction. This is due to the
equity cap structured into the CDO, whereby excess spread is paid
to the equityholder in an amount that equates to a dividend yield
of 30% per annum, and any excess spread above the cap is then
diverted to pay down the principal balance of the class C notes.

Therefore, although the CDO is currently in its revolving period,
during which time any principal receipts from the collateral are
reinvested in new collateral unless a coverage test is tripped,
the CDO may still amortize the class C notes from interest if
there are excess proceeds.

Fitch views this equity cap feature as being positive for the
rated notes of the CDO, as it traps excess spread that would
otherwise flow out of the deal and directs it to pay down the most
expensive liabilities without reducing the credit enhancement to
the senior notes. The upgrade rating action on the class 1 and
class 2 preference shares reflects total distributions of $10.83
million paid from excess spread. The rating on the preference
shares addresses the ultimate return of principal and a 2% IRR.

Fitch has reviewed the credit quality of the individual assets
comprising the portfolio and has conducted cash flow modeling of
various default timing and interest rate scenarios.

According to the Sept. 29, 2003 trustee report the class A/B
overcollateralization was 108.92% and the class C OC was 104.98%
relative to test levels of 105.25% and 101.75% respectively. The
report also indicated that the overall credit quality of the
portfolio has experienced no significant credit migration since
closing, with a current weighted average rating factor of 11.9 vs.
an initial WARF of 10.6, relative to a test level of 18. Although
the collateral pool contains exposure to sectors of concern to
Fitch, including approximately 1.4% in aircraft lease and 10.7% in
manufactured housing, Fitch is comfortable with the overall credit
quality of portfolio.

Fitch will continue to monitor this transaction.


PENN NATIONAL: S&P Ups Ratings over Improved Operating Results
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Penn
National Gaming Inc., including its corporate credit rating to
'BB-' from 'B+'.

The outlook is stable. Total debt outstanding (excluding the debt
outstanding at the company's Hollywood Casino Shreveport
unrestricted subsidiary) was approximately $998 million at
Sept. 30, 2003. Wyomissing, Pennsylvania-headquartered Penn
National is a casino owner and operator.

"The upgrade reflects the company's continued steady operating
results for the nine months ended Sept. 30, 2003, which has
resulted in an improvement in credit measures that are in-line
with the new ratings," said Standard & Poor's credit analyst
Michael Scerbo. "In addition, the higher ratings reflect Standard
& Poor's expectation that the company's good operating momentum
will continue in the near term, resulting in significant
discretionary cash flow generation, which could be used to further
reduce debt balances and provide cushion to complete any growth
opportunities that may arise," Mr. Scerbo added.

Ratings reflect Penn National's lack of overall brand identity, a
portfolio of casino properties that are not generally market
leaders, competitive conditions in the markets the company serves,
and management's historically aggressive growth strategy. These
factors are offset by the company's relatively diverse portfolio
of casino assets, niche market positions, continued steady
operating results, expected significant free cash flow generation,
and minimal near-term maturities.

For the nine months ended Sept. 30, 2003, EBITDA (excluding
Shreveport and earnings from joint ventures) was approximately
$183 million, a significant increase over the prior-year period
due to the HWCC acquisition during the 2003 period. Same-store
EBITDA (excluding the acquired assets in Aurora & Tunica) also
increased by more than 20% during this period.

Standard & Poor's expects Penn National to continue to pursue
external growth opportunities in the future to further expand its
portfolio of gaming assets. These opportunities could include the
potential legalization of slot machines at racetracks in
Pennsylvania. Penn National currently owns and operates two
racetracks within the state. In the event slots are legalized,
Penn National would likely increase its capital spending plans in
an effort to install machines at its existing facilities in the
near term.


PG&E NATIONAL: Noteholders Committee Taps Klee Tuchin as Counsel
----------------------------------------------------------------
The Official Noteholders' Committee, appointed in PG&E National
Energy Group Debtors' bankruptcy cases, sought and obtained the
Court's authority to retain Klee, Tuchin, Bogdanoff & Stern LLP
as its reorganization counsel nunc pro tunc to August 6, 2003 in
connection with the NEG Debtors' Chapter 11 cases.

As counsel, Klee Tuchin will:

    (a) advise the Noteholders' Committee regarding matters of
        bankruptcy law as they relate to the NEG Debtors' cases;

    (b) represent the Noteholders' Committee in proceedings or
        hearings in the United States Bankruptcy Court for the
        District of Maryland in accordance with its statutory
        right to appear and be heard on any issue in the NEG
        Debtors' cases;

    (c) advise the Noteholders' Committee concerning the
        requirements of the Bankruptcy Code, federal and local
        rules relating to the administration of the NEG Debtors'
        cases, and the effect of these cases on the Noteholders'
        Committee;

    (d) advise and assist the Noteholders' Committee in the
        negotiation and confirmation of a reorganization plan; and

    (e) advise and assist the Noteholders' Committee in the
        investigation, litigation and settlement of NEG claims
        relating to PG&E Corporation, USGen New England, Inc., and
        other affiliated entities.

However, the firm will not be responsible for:

    (a) appearances before any court or agency other than:

        -- the Unites States Bankruptcy Courts;

        -- appellate courts with jurisdictions over appeals from
           such courts; and

        -- the Office of the United States Trustee;

    (b) the provision of substantive legal advice outside the
        insolvency area, like:

        -- corporate law,
        -- energy law,
        -- employment law,
        -- partnership law,
        -- non-bankruptcy taxation,
        -- securities law,
        -- torts,
        -- environmental law,
        -- non-bankruptcy labor issues,
        -- criminal law, or
        -- real estate law.

Klee Tuchin will not be required to devote attention to, form
professional opinions as to, or advise the Noteholders' Committee
with respect to the NEG Debtors' disclosure obligations under
federal securities or other non-bankruptcy laws or agreements.

Marlene Deleon, Chairperson of the Noteholders' Committee,
relates that Klee Tuchin is well qualified to represent the
Noteholders' Committee as its reorganization counsel.  Klee
Tuchin has extensive experience and knowledge in the field of
debtors' and creditors' rights and business reorganizations under
Chapter 11.  Klee Tuchin attorneys practice insolvency and
bankruptcy law.  

In accordance with Section 330(a) of the Bankruptcy Code, Klee
Tuchin will be compensated on an hourly basis, plus reimbursement
of actual, necessary expenses and other charges incurred.  Klee
Tuchin's standard hourly rates are:

          Partners/attorneys of counsel        $385 - 675
          Associates                            225 - 335
          Law Clerks/Paralegals                 150 - 160

The attorneys directly responsible to provide services to the
Noteholders' Committee and their hourly rates are:

          Kenneth N. Klee                      $675
          Lee R. Bogdanoff                      540
          Daniel J. Bussel                      540
          Laura l. Buchanan                     385

The hourly rates are subject to periodic adjustments to reflect
economic and other conditions.

Ms. Deleon states that Klee Tuchin has become familiar with the
NEG Debtors' financial condition and businesses as a result of
its co-representation -- along with Chadbourne & Parke LLP -- of
an ad hoc group of certain holders of 10-3/8% Senior Note due
2011, before August 4, 2003.  As of October 17, 2002, the Ad Hoc
Group engaged Klee Tuchin as reorganization counsel, and
Chadbourne & Parke as tax, regulatory and corporate counsel, to
assist in the Ad Hoc Group's negotiations with the NEG Debtors'
major creditors regarding the global restructuring of NEG's debt.  
The Ad Hoc Group dissolved on August 6, 2003, the date the
Noteholders' Committee held its initial organization meeting.

Ms. Deleon says that Klee Tuchin will continue to develop a close
working relationship with other co-counsels retained by the
Noteholders' Committee to avoid any duplication of services in
these cases.

Ms. Deleon discloses that NEG Debtors had paid Klee Tuchin
$800,000 as retainer in addition to $998,401 in aggregate fees
and expenses incurred for the period from June 29, 2003 to the
Petition Date on account of its representation of the Ad Hoc
Group.  Pursuant to an agreement between Klee Tuchin and the NEG
Debtors, Klee Tuchin will return the retainer to the NEG Debtors
less any unpaid fees and disbursements for services before the
actual date of employment of Klee Tuchin as the Noteholders'
Committee's reorganization counsel.

Daniel J. Bussel, a partner of Klee Tuchin, attests that the firm
does not represent any interest adverse to the Noteholders'
Committee in the matters for which it has been retained.  Klee
Tuchin does not have any connection either with the NEG Debtors,
their creditors, other parties-in-interest, or with the United
States Trustee and is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code. (PG&E National Bankruptcy
News, Issue No. 8; Bankruptcy Creditors' Service, Inc., 609/392-
0900)    


PICCADILLY CAFETERIAS: S&P Drops Ratings to D over Bankruptcy
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured debt ratings on Piccadilly Cafeterias Inc. to
'D' from 'CC'. The rating action follows the company's
announcement that it filed for Chapter 11 protection in the United
States Bankruptcy Court for Southern District of Florida (Bankr.
Case No. 03-27976) (Ray, J.) with a deal in hand to sell
substantially all of its assets for $54 million to a joint venture
formed by TruFoods Corporation and H.I.G. Capital.  

"Piccadilly experienced prolonged sales declines as it struggled
to attract a younger segment of the population," said Standard &
Poor's credit analyst Robert Lichtenstein. "The company's sales
were also negatively affected by a reduction in shopping mall
traffic related to the general economic downturn." As a result of
its poor operating performance, the company's liquidity position
deteriorated. Liquidity was also hurt by the company's rising
pension funding requirements.

TruFoods operates and franchises Arthur Treacher's Fish & Chips,
Pudgie's Famous Chicken, Wall Street Deli and Burritoville
restaurants.  H.I.G. is a private equity and venture capital firm
with more than $1 billion under management.  

Jack McGregor is serving as interim CEO for Piccadilly.  Jorge
Freeland, Esq., at White & Case represents the Company in its
chapter 11 case.  


POLAROID CORP: Committee Wants Shareholders Claim Reclassified
--------------------------------------------------------------
Maribeth L. Minella, Esq., at Young Conaway Stargatt & Taylor, in
Wilmington, Delaware, informs the Court that 256 objectionable
Shareholder Claims were filed against the Polaroid Debtors.  Some
of the largest Shareholder Claims are:

                                          Claim     Claim
     Claimant                              No.      Amount
     --------                             -----     ------
     Carrington, Leslie A.                5206     $427,464
     Cohen, Lawrence J.                   5022      289,407
     Dipillo, Edmondo                     6116      332,593
     Flucckiger, Joseph T.                4858      385,000
     Hennigan, Thomas R.                  5301    1,070,107
     Hurkett, William N. Jr.              1688      303,948
     Hurkett, William N.                   380      303,948
     Lawrence, Sandra B.                  5777    1,147,000
     Morgan, Stephen J.                   5876  937,500,000
     Nippor, Polaroid Kabushiki Kaisha    1353    6,586,482

According to Ms. Minella, the 256 Shareholder Claimants assert
either or both of these claims against the estates:

   (a) claims arising from the ownership of the Debtors' equity
       securities; or

   (b) claims arising from damages related to the purchase or the  
       sale of the Debtors' equity securities.

A. The Shareholders Claims Must be Reclassified

   The Debtors had previously notified all creditors that they
   were not required to file proofs of claim based exclusively on
   an ownership interest in the stock of the Debtors.  Ms.
   Minella relates that the ownership of the Debtors' stock
   constitutes an equity interest, but does not constitute a
   "claim" against the Debtors' estates as defined in Section
   101(5) of the Bankruptcy Code.

B. The Shareholder Claims Must be Subordinated

   Section 510(b) mandates the subordination of claims arising
   from the purchase or the sale of debt and equity securities.  
   Courts have construed Section 510(b) as being broad enough to
   include fraud, violations of securities laws, breach of
   contract, and related causes of action against a debtor.  
   Subordination of claims under Section 510(b) applies equally
   to claims arising from the purchase or the sale of debt
   securities and equity securities.

C. The Shareholder Claims Must be Expunged

   Generally, holders of equity interests will receive
   distributions, if any, pursuant to the terms and conditions
   set forth in a Chapter 11 plan, after the general unsecured
   creditors are made whole pursuant to the plan.  Under the
   Third Amended Joint Plan of Reorganization, holders of equity
   interests will not receive any distribution since general
   unsecured creditors will not be made whole.

Accordingly, the Committee asks the Court to:

   (a) reclassify the Shareholder Claims as equity interests, to
       the extent that the claims are based on the claimants'
       status as owners of the Debtors' equity interests;

   (b) statutorily subordinate the Shareholder Claims, to the
       extent that the claims are seeking any recovery in
       connection with damages arising as the result of the
       purchase or the sale of the Debtors' equity securities;
       and

   (c) expunge the Shareholder Claims.

Ms. Minella notes that to the extent that any of the individuals
or entities that filed the Shareholder Claims holds valid equity
interests in the Debtors as of the applicable record date, the
requested disallowance of their claims will not impair any
entitlements they have, if any, under the Plan with respect to
those equity interests. (Polaroid Bankruptcy News, Issue No. 48;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


REDBACK NETWORKS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Redback Networks, Inc.
        300 Holger Way
        San Jose, California 95134

Bankruptcy Case No.: 03-13359

Type of Business: The Debtor is a leading provider of advanced
                  telecommunications networking equipment. The
                  Debtor's business enables carriers and service
                  providers to deploy high-speed access and
                  services to the Internet and corporate networks.

Chapter 11 Petition Date: November 3, 2003

Court: District of Delaware

Judge: Mary F. Walrath

Debtor's Counsel: Bruce Grohsgal, Esq.
                  Laura Davis Jones, Esq.
                  Pachulski, Stang, Ziehl, Young, Jones &
                   Weintraub P.C.
                  919 N. Market Street
                  16th Floor
                  Wilmington, DE 19801
                  Tel: 302-778-6403
                  Fax: 302-652-4400

                        -and-

                  G. Larry Engel, Esq.
                  Jonathan N.P. Gilliland, Esq.
                  Morgan Lewis & Bockius, LLP
                  One Market Spear Street Tower
                  San Francisco, CA 94105
                  Tel: 415-442-1000
                  Fax: 415-442-1001       

Total Assets: $591,675,000

Total Debts: $652,869,000

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Wells Fargo, National       Unsecured Debenture   $481,184,000      
Association,
Indenture Trustee
707 Wilshire Boulevard,
17th Floor
Los Angeles, CA 90017
Jeanie Mar
Tel: 213-614-3349

Creedon Capital Mgmt. LLC   Unsecured Debenture   $108,440,000
123 Second Street
Suite 120
Sausalito, CA 94965
David Goldstein
Tel: 415-332-0111
Fax: 415-331-7811

Citadel Investment Group     Unsecured Debenture   $59,000,000  
One Market Plaza
Spear Tower
San Francisco, CA 94104
Mitch Cone/Sergio Castellan
Tel: 415-354-7206
Fax: 312-977-0298

Ramius Capital Group LLC    Unsecured Debenture    $53,500,000        
666 Third Avenue, 26th Floor
New York, NY 10017
Mauricio Gomez
Tel: 212-845-7986
Fax: 212-845-7997

Oaktree Capital Mgmt.       Unsecured Debenture    $37,227,000
333 S. Grand Avenue
28th Floor
Los Angeles, CA 90071
Holly Kim/Brian Beck
Tel: 213-830-6415
Fax: 213-830-8828   

Credit Suisse First         Unsecured Debenture    $24,370,000
Boston  
One Cabot Square
London, UK, E14 4QD
Joe Downey
Tel: 44-20-7888-8888
FaxL 44-20-7888-1600

Barclays Capital            Unsecured Debenture    $15,000,000
Securities
Five The North Colonnade
Canary Wharf
London, UK E14 4Bb
David Kilgore
Tel: 44-20-7773-3888
Fax: 415-765-4760

Westchester Capital Mgmt.   Unsecured Debenture    $13,537,000  
100 Summit Lake Drive
Valhalla, NY 10595
Roy Behren
Tel: 914-741-5600

J.P. Morgan Private         Unsecured Debenture    $11,850,000
Banking  
200 White Clay Center Drive
Newark, DE 19711-5466
Lori Thomas
Tel: 302-634-5295

Taconic Capital Advisors    Unsecured Debenture    $11,700,000
375 Park Avenue
Suite 1904
New York, NY 10152
John Jachman
Tel: 212-209-3156
Fax: 212-209-3180

Lehman Brothers Inc.        Unsecured Debenture    $11,490,000
745 7th Avenue
2nd Floor
New York, NY 10019
Chris Weldon
Tel: 212-526-5613
Fax: 212-526-3738

Deutsche Bank Securities    Unsecured Debenture     $9,376,000
(NY)
1251 Ave of the Americas
36th Floor
New York, NY 10020
Klaus Albert
Tel: 212-469-8000

Jana Partners               Unsecured Debenture     $6,500,000   
536 Pacific Avenue
San Francisco, CA 94133
Barry Risenstein
Tel: 415-989-8001

CRT Capital Group LLC       Unsecured Debenture     $4,508,800
262 Harbor Drive
Stamford, CT 06902
Allison Bellini
Tel: 203-569-6440
Fax: 203-629-6497

Jabil Circuits Inc.         Trade Claim             $3,674,211
30 Great Oaks Blvd.
San Jose, CA 95119      
Jim Wemer
Tel: 408-361-3318
Fax: 408-361-3350

BNY Capital (Bank of NY)    Unsecured Debenture     $3,000,000
32 Old Ship
15th Floor
New York, NY 10286
Douglas Carleton
Tel: 800-269-9864

Citigroup Global Markets    Unsecured Debenture     $3,000,000
390 Greenwhich Street
New York, NY 10013
Peter Grant
Tel: 212-723-4930

DDJ Capital Mgmt.           Unsecured Debenture     $3,000,000
141 Linden St., Ste 4
Wellesley, MA 02482
David Breazzano
Tel: 781-283-8500
Fax: 781-283-8555

Lydian Asset Management     Unsecured Debenture     $2,500,000
495 Post Rd. East
Westport, CT 06880
Tel: 203-226-6422

Triage Capital Management   Unsecured Debenture     $2,050,000
401 City Avenue,
Suite 526
Bala Cynwyd, PA 19004
John Wenzel
Tel: 610-668-0404

       
RELIANT RESOURCES: Will Take After-Tax Charge of $1BB in Q3 2003
----------------------------------------------------------------
Reliant Resources, Inc. (NYSE: RRI) will record a non-cash, after-
tax charge of approximately $1 billion in the third quarter of
2003 attributable to the company's previously disclosed review of
the goodwill associated with its wholesale energy segment.  

The non-cash charge will have no effect on the company's or its
subsidiaries' compliance with its debt agreements, and does
not change the company's outlook for 2003 adjusted income from
continuing operations of $0.10 per share.

SFAS No. 142 requires goodwill to be tested periodically.  Reliant
initiated its goodwill impairment test after reaching an agreement
in July 2003, to sell its 588-megawatt, Desert Basin plant in Casa
Grande, Arizona. The sale, which has since been completed,
required the company to allocate a portion of the goodwill in the
wholesale energy segment to the Desert Basin plant and test the
remaining goodwill for impairment.

The majority of the wholesale energy goodwill resulted from the
company's acquisition of Orion Power Holdings, Inc. in February
2002.  After the charge related to the goodwill impairment and
completion of the Desert Basin plant sale, the company's wholesale
energy segment will have remaining goodwill of approximately $400
million.

The company's goodwill evaluation entails an update in the
estimate of the fair value of its wholesale energy segment and
incorporates a number of assumptions and estimates regarding
future cash flow, market prices and regulatory conditions as well
as other factors related to the outlook for wholesale energy
markets.

In addition to this interim goodwill impairment test, the company
will be required to conduct its annual goodwill impairment test in
the fourth quarter of 2003 in accordance with SFAS No. 142.  
Additionally, the company's ongoing evaluation of its wholesale
energy business could lead to decisions to mothball, retire or
dispose of assets.  Any of these events could result in additional
impairment charges related to goodwill and tangible assets.

                         Outlook for 2003

Excluding the goodwill impairment charge and the charge related to
the FERC settlement announced October 2, 2003, the company
maintains its 2003 earnings outlook for adjusted income from
continuing operations of $0.10 per share.  In addition to the
items mentioned above, the earnings outlook excludes certain other
items listed in the table below.

2003 Earnings/Loss Per Share from Continuing Operations Outlook
Reconciliation

     Adjusted income from continuing operations outlook    $0.10
     Accrual for payment to CenterPoint Energy under
      Texas deregulation legislation                       (0.10)
     Net reduction of California-related reserves           0.19
     October 2, 2003 FERC settlement                       (0.08)
     Gains recorded in prior periods that will be
      realized/collected in 2003 (EITF No. 02-03)          (0.14)
     Approximate goodwill impairment                       (3.41)
     Approximate loss from continuing operations
      outlook (on GAAP basis)                            $($3.44)

                     Webcast of Earnings Conference Call

Reliant Resources has scheduled its third-quarter 2003 earnings
conference call for 10:30 a.m., central time, Monday, November 10,
2003.  Interested parties may listen to a live audio broadcast of
the conference call at http://www.reliantresources.com  A replay  
of the call can be accessed approximately two hours after the
completion of the call.

Reliant Resources, Inc. based in Houston, Texas, provides
electricity and energy services to retail and wholesale customers
in the U.S. and Europe, marketing those services under the Reliant
Energy brand name.  The company provides a complete suite of
energy products and services to approximately 1.7 million
electricity customers in Texas ranging from residences and small
businesses to large commercial, industrial and institutional
customers.  Its wholesale business includes approximately 22,000
megawatts of power generation capacity in operation, under
construction or under contract in the U.S.  The company also has
nearly 3,500 megawatts of power generation in operation in Western
Europe.  For more information, visit
http://www.reliantresources.com  

As reported in Troubled Company Reporter's October 7, 2003
edition, Fitch anticipated no change in Reliant Resources, Inc.'s
credit ratings or Rating Outlook based on the announcement that
RRI had reached a settlement agreement with the Federal Energy
Regulatory Commission with respect to certain western energy
market investigations.

RRI's ratings are as follows:

   - senior secured debt 'B+';
   - senior unsecured debt 'B';
   - convertible senior subordinated notes 'B-'


RELIANT: Fitch Says Impairment Charge Won't Affect Ratings
----------------------------------------------------------
Fitch Ratings anticipates no change in Reliant Resources, Inc.'s
credit ratings or Rating Outlook based on the announcement that
RRI will record an approximate $1 billion non-cash goodwill
impairment charge for the third quarter ended Sept. 30, 2003.

RRI's ratings are as follows:

        -- Senior secured debt 'B+';

        -- Senior unsecured debt 'B';

        -- Convertible senior subordinated notes 'B-';

        -- Rating Outlook Stable.

The impairment charge follows RRI's review of its wholesale energy
segment goodwill booked largely in conjunction with the February
2002 acquisition of Orion Power Holdings, and is not unexpected
given the significant decline in wholesale power market conditions
since that time. Fitch's current ratings for RRI incorporate the
evaluation of the company's power generating assets, including
ORN, at a value materially less than the original book value.

Fitch does not expect the impairment charge to have an adverse
impact on RRI's near-term liquidity position. Importantly, the
charge will not result in the breach of any financial covenants
under RRI's existing bank credit facilities. Fitch notes that
RRI's existing financial covenants are largely cash flow based and
include a series of EBITDA/Interest and Funded Debt/EBITDA tests.
RRI was in compliance under these tests for the quarter ended June
30, 2003. In addition, RRI does not have any significant corporate
level debt maturities until the final maturity of its secured
credit facility on March 15, 2007.


REVLON INC: Sept. 30 Net Capital Deficit Widens to $1.7 Billion
---------------------------------------------------------------
Revlon, Inc. (NYSE:REV) announced results for the third quarter
and nine months ended September 30, 2003. The Company indicated
that it remains on track to achieve four objectives:

    (A) Achieving moderate full-year sales growth;

    (B) Generating full-year color cosmetics market share growth
        for Revlon and Almay combined;

    (C) Strengthening its retail partnerships; and

    (D) Strengthening the capability of the Revlon organization.

Commenting on the Company's performance, Revlon President and
Chief Executive Officer Jack Stahl stated, "We continue to make
progress to strengthen our brands, take actions to grow our
business with our retail customers, and build our organization. We
recognized that this would be a year of significant investment,
much of it one-time in nature, to reenergize our brands and
strengthen our overall business. The Revlon leadership team has
developed the long-term strategies that we believe will deliver
profitable and sustainable growth, and we have begun to implement
a number of strategic initiatives to drive efficiency and
productivity across the organization. Despite the prevailing
softness in the U.S. color cosmetics category, which has slowed
our rate of progress, we are absolutely confident that the actions
we are taking will build and capitalize on the strength of the
Company's brands and enable us to achieve our objective of long-
term, profitable growth."

The Company indicated that, according to ACNielsen, market share
for the Revlon and Almay brands combined advanced 0.2 share points
versus year-ago to 22.4% for the quarter, further building on the
0.4 share point gain achieved in the third quarter last year. The
Revlon brand registered its fifth consecutive quarterly share
increase versus year-ago, advancing 0.6 share points to 17.3% for
the quarter, while Almay market share declined by 0.4 share points
to 5.1%. Total Company market share, including the Ultima brand,
which is sold only at select retail outlets, was even with year-
ago for the quarter. For the first nine months of 2003, market
share for the Revlon brand advanced 0.7 share points versus year-
ago to 17.1%, and Almay market share advanced 0.1 share points to
5.5%. Reflecting reduced distribution and the Company's strategy
to focus its resources on the Revlon and Almay brands, Ultima
brand share declined 0.4 share points in the nine-month period
versus year-ago.

The Company indicated that it has secured commitments for
incremental shelf space at several key U.S. accounts for color
cosmetics for 2004 as well as new distribution for color
cosmetics, hair color and beauty tools. "The increasing support by
our key retail partners coupled with our strengthening
organizational capabilities are important indicators that we are
moving in a positive direction," Mr. Stahl stated.

The Company indicated that, as of October 29, 2003, it had
utilized $248 million under its $250 million Bank Credit
Agreement, all of a $100 million MacAndrews & Forbes Term Loan,
and $20 million of the $65 million MacAndrews & Forbes Line of
Credit. Reaffirming the Company's position on liquidity, Mr. Stahl
stated, "As I have indicated in the past, I am confident that
Revlon will continue to have access to the resources we need to
execute our growth plan."

                    Third Quarter Results

Net sales in the third quarter of 2003 declined approximately 2%
to $316.5 million, compared with net sales of $323.2 million in
the third quarter of 2002, reflecting lower sales in North
America, partially offset by growth and favorable foreign currency
translation in International. Excluding the favorable impact of
foreign currency translation, net sales declined approximately 5%.

In North America, net sales for the quarter declined approximately
9% to $212.1 million, versus $232.0 million in the third quarter
of 2002. This performance largely reflected the benefit in the
2002 period of the prepayment of approximately $12 million of
certain minimum licensing royalties as well as timing of shipments
tied to the Company's fourth quarter promotional event. For the
quarter, consumption of Revlon and Almay brands combined advanced
approximately 1%, in a category that was flat versus year-ago.

In International, net sales grew 14% to $104.4 million, versus
$91.2 million in the third quarter of 2002, reflecting favorable
foreign currency translation and strength in several key markets,
partially offset by softness in Brazil, Mexico and certain
distributor markets in Russia and Central and Eastern Europe.
Excluding the favorable impact of foreign currency translation,
International net sales were up approximately 5% versus year-ago.

The Company indicated that during the quarter it incurred charges
of approximately $5 million associated with the implementation of
its growth plan, including growth plan related severance. The
Company's growth plan, the implementation of which was accelerated
in the fourth quarter of 2002, involves, among other things,
increasing the effectiveness of its advertising and in-store
promotional marketing, increasing the effectiveness of its in-
store wall displays, discontinuing select products and adjusting
prices on several others, and further strengthening the new
product development process and other organizational capabilities
to accelerate the execution of the plan. The Company further
indicated that it continues to expect its growth plan and related
actions will result in charges (excluding brand support expenses
and training and development costs) over the 2002 to 2004 period
of up to $160 million, $135 million of which has been recognized
to date, including $104 million charged in 2002.

Operating loss in the quarter was $7.9 million, versus operating
income of $21.8 million in the third quarter of 2002, and Adjusted
EBITDA in the current quarter was $14.6 million, compared with
Adjusted EBITDA of $48.9 million in the same period last year.
This performance primarily reflected the impact of the
aforementioned $12 million of licensing revenue in the year-ago
period, as well as higher brand support, growth plan charges of
approximately $5 million, and lower gross margins in the current
period, reflecting unfavorable product mix and lower production
volumes.

In addition to growth plan charges of approximately $5 million,
operating loss in the current quarter also included charges
totaling $0.6 million for restructuring and additional
consolidation costs, while the third quarter of 2002 included
charges totaling approximately $4.2 million for restructuring,
additional consolidation costs, and executive severance.
Similarly, Adjusted EBITDA, in addition to growth plan charges of
approximately $5 million in the current quarter, also included
$0.4 million for restructuring, while the third quarter of 2002
included charges totaling $4.0 million for restructuring,
additional consolidation costs and executive severance.

Adjusted EBITDA is a non-GAAP measure that is defined in the
footnotes of this release and which is reconciled to its most
directly comparable GAAP measures, net loss and cash flow used for
operating activities, in the accompanying financial tables.

Net loss in the third quarter was $54.7 million, or $0.78 per
diluted share, compared with a net loss of $22.1 million, or $0.41
per diluted share, in the third quarter of 2002. Cash flow used
for operating activities in the third quarter of 2003 was $49.1
million, compared with cash flow used for operating activities of
$8.5 million in the third quarter of 2002.

At September 30, 2003, the Company's balance sheet shows a working
capital deficit of about $40 million, and a total shareholders'
equity deficit of about $1.7 billion.

                         Nine-Month Results

Net sales advanced approximately 3% to $930.8 million for the
first nine months of 2003, compared with net sales of $906.8
million in the same period last year, largely driven by growth and
favorable foreign currency translation in International. Excluding
the favorable impact of foreign currency translation, net sales
for the first nine months were even with last year.

In North America, net sales of $641.8 million for the first nine
months were slightly lower than net sales of $645.4 million in the
same period last year. International net sales of $289.0 million
advanced approximately 11% versus net sales of $261.4 million in
the year-ago period. Excluding the favorable impact of foreign
currency translation, International net sales grew approximately
3% in the nine-month period.

Operating loss in the first nine months of 2003 was $15.2 million,
versus operating income of $21.9 million in the first nine months
of 2002. Operating loss in the first nine months of 2003 included
approximately $31 million of charges associated with the Company's
growth plan as well as charges totaling $1.5 million for
restructuring and additional consolidation costs, while the first
nine months of 2002 included charges totaling approximately $19.0
million for restructuring, additional consolidation costs, and
executive severance.

Adjusted EBITDA in the first nine months of 2003 was $58.6
million, compared with Adjusted EBITDA of $104.1 million in the
first nine months of 2002. Adjusted EBITDA in the current nine-
month period included approximately $29 million of charges
associated with the Company's growth plan, as well as $0.9 million
for restructuring, while Adjusted EBITDA in the first nine months
of 2002 included expenses totaling $18.4 million for
restructuring, additional consolidation costs, and executive
severance.

Net loss was $141.2 million, or $2.36 per diluted share, in the
first nine months of 2003, compared with a net loss of $107.1
million, or $2.00 per diluted share, in the first nine months of
2002. Cash flow used for operating activities in the first nine
months of 2003 was $183.9 million, compared with cash flow used
for operating activities of $110.9 million in the first nine
months of 2002.

Revlon is a worldwide cosmetics, skin care, fragrance, and
personal care products company. The Company's vision is to become
the world's most dynamic leader in global beauty and skin care.
Websites featuring current product and promotional information can
be reached at http://www.revlon.comand http://www.almay.com  
Corporate investor relations information can be accessed at
http://www.revloninc.com The Company's brands, which are sold  
worldwide, include Revlon(R), Almay(R), Ultima(R), Charlie(R),
Flex(R), and Mitchum(R).


ROGERS WIRELESS: S&P Ratings Outlook Goes to Positive from Stable
-----------------------------------------------------------------  
Standard & Poor's Ratings Services revised the outlook on Canadian
nationwide wireless operator Rogers Wireless Inc. to positive from
stable, based on the expectation that credit metrics will continue
to improve in the near to medium term through strengthening
operating performance. At the same time, the ratings on RWI,
including the 'BB+' long-term corporate credit rating, were
affirmed.

"RWI's operating performance through the first nine months of 2003
has been better than expected; full year 2003 EBITDA will be
materially higher than expectations earlier in the year, resulting
in credit metrics which are improving more quickly than expected,"
said Standard & Poor's credit analyst Joe Morin. Growth in
wireless subscribers should continue through 2004, driving
additional improvements in EBITDA and cash flows. The company
reduced debt in the third quarter from free cash flow, and RWI is
expected to be discretionary free cash flow positive through 2004
and beyond. Standard & Poor's expects that excess funds will be
used to further reduce debt.

The ratings on Toronto, Ontario-based RWI are assigned on a stand-
alone basis, separate from parent Rogers Communications Inc., (56%
ownership), given the material influence from AT&T Wireless' 34%
indirect ownership in RWI. As such, the ratings on RWI could move
higher than its parent RCI. The ratings also consider the
company's relatively high leverage and other financial parameters,
which are currently weak. These weaknesses are supported by RWI's
average business risk profile as a competitive nationwide wireless
operator.

The ratings take into account continuing improvement in the
company's operating results and financial performance; the
stability of the Rogers AT&T franchise in the Canadian wireless
industry reflected in its large subscriber base; national
distribution channels; and a nationwide footprint. The ratings
also reflect expectations for continued, albeit slower, subscriber
growth, as penetration in Canada continues to lag other developed
countries, as well as growth prospects for wireless data. As a
pure play wireless operator, RWI continues to see strong
competition from incumbents Bell Canada and Telus Communications
Inc., which remain strong and fully integrated telecom operators.
Nevertheless, RWI's large base of existing customers, brand
identity, quality digital network, and national distribution
channels, have allowed it to compete on a relatively equal
footing with the two large integrated operators.

The Canadian wireless sector is expected to continue to grow in
the medium term, with penetration rates increasing by
approximately 3%-4% per year for the next two years. The industry
as a whole has also benefited recently from relative stability in
other key business drivers: average revenue per user, churn, and
cost of acquisition. Pricing discipline has been of paramount
importance to the three leading operators and has helped in
achieving the recent stability. The completion of Microcell
Telecommunications Inc.'s (the fourth and final nationwide
operator) restructuring in April 2003 and Bell's recent bundling
initiatives, although competitive threats, should not lead to any
serious pricing disruption in the market. RWI's reported operating
income increased by 39% to C$552 million in the first nine months
of 2003 as compared with the first nine months of 2002. Although
revenue growth was expected, operating performance is ahead of
expectations due to higher EBITDA margins, supported by lower
operating, sales, and marketing expenses, and a more favorable mix
of subscribers.

The positive outlook reflects that leverage and other credit
protection measures are expected to improve through continued
growth and lower debt levels. The pace of improvement will be
dictated by market growth, and the ability of all operators to
maintain pricing discipline in a competitive environment.
Demonstrated progress towards improved credit ratios could result
in an upgrade in the medium term.


ROUGE INDUSTRIES: Turns to FTI Consulting as Financial Advisor
--------------------------------------------------------------
Rouge Industries, Inc., and its debtor-affiliates are asking for
approval from the U.S. Bankruptcy Court for the District of
Delaware to employ and retain FTI Consulting, Inc., as financial
advisors, nunc pro tunc to the Petition Date.

The Debtors tell the Court that they are familiar with the
professional standing and reputation of FTI.  The Debtors
understand that FTI has a wealthy of experience in providing
financial advisory services in restructurings and reorganizations
and enjoys an excellent reputation for services it has rendered in
large and complex chapter 11 cases.

In its capacity, FTI Consulting will:

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

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

  c) assist with the identification and implementation of short-
     to cash management procedures;

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

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

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

  g) assist in the valuation of the present level of operation
     and identification of areas of potential cost savings,
     including overhead and operating expense reductions and
     efficiency improvements;

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

  i) attend at meetings and assistance in discussions with
     potential banks and other secured lenders, any official
     committee(s) appoint Chapter 11 cases, the U.S. Trustee,
     other parties in interest and pro hired by the same, as
     requested;

  j) provide analysis of creditor claims by type, entity and
     individual claim, in assistance with development of
     databases, as necessary, to track such claims;

  k) assist in the preparation of information and analysis
     necessary for the confirmation of a plan in these Chapter
     11 proceedings;

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

  m) provide litigation advisory services with respect to
     accounting and tax mat with expert witness testimony on
     case related issues as required by Debtors; and

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

Robert M. Caruso submits that FTI Consulting is a "disinterested
person" as defined within Section 101(14) of the Bankruptcy Code.  
FTI Consulting has agreed to be compensated monthly:

          October                   $250,000
          November                  $250,000
          December                  $200,000
          Monthly thereafter        $200,000

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.


RURAL/METRO: Wins Exclusive Services Contract in Tuczon, Arizona
----------------------------------------------------------------
Rural/Metro Corporation (Nasdaq:RURLC) announced that its
Southwest Ambulance division has been awarded the exclusive
contract to continue providing non-emergency ambulance services to
the Southern Arizona Veterans' Administration Health Care System
in Tucson, Arizona. The five-year contract was awarded in a
competitive bidding process and begins on November 1, 2003.

Jack Brucker, President and Chief Executive Officer, said, "We are
very pleased to count the Veterans' Administration System among
our valued customers in Southern Arizona, as we continue to meet
our objective to sustain and grow market share in existing service
areas."

SAVAHCS is comprised of a 302 bed teaching hospital in Tucson, as
well as five community based outreach clinics located in Casa
Grande, Green Valley, Safford, Sierra Vista, and Yuma, Arizona.
The SAVAHCS provides primary care and subspecialty health care in
surgery, medicine, neurology, and mental health. Advanced
rehabilitation is provided through the Geriatrics & Rehabilitation
Care Center and the Southwestern Blind Rehabilitation Center.

Barry Landon, President of Southwest Ambulance, said, "Our
Southern Arizona team is dedicated to providing top-quality
service to our patients and customers. We are gratified to once
again be the successful bidder on this contract and to maintain
our long-standing relationship with the Veterans' Administration
in Tucson."

Southwest Ambulance has provided medical transportation services
to the Veterans' Administration healthcare facilities in Southern
Arizona for nearly 40 years. The company provides more than 2,700
ambulance transports each year from the facilities, which are
located not only in Tucson, but also throughout the region in
Douglas, Nogales, Safford, Sierra Vista, and Yuma.

Rural/Metro Corporation provides emergency and non-emergency
medical transportation, fire protection, and other safety services
in 26 states and more than 400 communities throughout the United
States. For more information, visit the company's Web site at
http://www.ruralmetro.com  

At June 30, 2003, Rural/Metro Corp.'s balance sheet shows a total
shareholders' equity deficit of about $209 million.


RYLAND GROUP: Credit Rating Upped to Investment-Grade Level
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on The Ryland Group Inc. to 'BBB-' from 'BB+'. In addition,
ratings on $547 million of the company's senior unsecured and
senior subordinated notes are raised. The outlook is stable.

"The upgrade acknowledges a materially improved financial profile
that complements one of the most conservative operating strategies
in the homebuilding industry. This well-diversified homebuilder
has maintained a cautious organic growth strategy and disciplined
focus on affordably priced homes while improving margins,
generating strong returns, and reducing leverage levels," said
Standard & Poor's credit analyst James Fielding.

Longer-term demographic trends should continue to drive demand for
Ryland's affordably priced homes, while the homebuilder's
geographically diversified operating platform should help to
insulate the overall earnings stream from potential swings in
demand in individual markets. Furthermore, Ryland is expected to
continue to grow its homebuilding operations in a comparatively
conservative and disciplined manner, which limits the likelihood
of negative event risk to the credit profile.  

Southern California-based Ryland is one of the nation's leading
homebuilders, selling 10,324 entry-level and first- or second-time
move-up homes through the first nine months of 2003.


SK GLOBAL AMERICA: Court Fixes November 24 as Claims Bar Date
-------------------------------------------------------------
U.S. Bankruptcy Court Judge Blackshear further orders that:

   -- November 24, 2003, 5:00 p.m., is the last day by which all
      entities, including individuals, partnerships,
      corporations, estates and trusts, holding prepetition
      claims against SK Global America, Inc. are permitted to
      file proofs of claim against the Debtor;

   -- Governmental Units have until January 19, 2004 to file
      proofs of claim;

   -- holders (i) of claims which are listed on the Debtor's
      Schedules, in an amount and manner of classification with
      which the holder agrees and are not described as disputed,
      contingent, or unliquidated, or (ii) that have already
      filed a proof of claim or interest with the Court, may, but
      are not required to, file a proof of claim;

   -- each proof of claim, must be properly filed and:

      (a) made in substantial conformity with Official Form 10 in
          accordance with Rule 9009 of the Federal Rules of
          Bankruptcy Procedure; and

      (b) actually received on or before the Bar Date by:
           
          If sent by mail:

                 The United States Bankruptcy Court
                 Southern District of New York
                 Re: SK Global America, Inc.
                 Claims Processing
                 P.O. Box 5183, Bowling Green Station
                 New York, New York 10274-5183

          If sent by hand delivery or overnight courier:

                 Clerk of the Bankruptcy Court
                 Southern District of New York
                 Re: SK Global America, Inc.
                 Claims Processing
                 One Bowling Green, Room 534
                 New York, New York 10004-1408;

   -- if the Debtor amends or supplements the Schedules
      subsequent to October 17, 2003, the Debtor will give
      notice of any amendment or supplement to the affected
      claimholders, and the holders will have 30 days from the
      date of the notice to file proofs of claim or be barred
      from doing so, and will be given notice of the deadline;
      and

   -- any entity that is required to file a proof of claim but
      fails to do so on or before the Bar Date will not, for
      the claim, be treated as creditor for purposes of voting or
      receiving any distribution under any Chapter 11 plan, and
      will be forever barred from voting and asserting the claim
      against the Debtor or its estate and property. (SK Global
      Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service,
      Inc., 609/392-0900)


SKM LIBERTYVIEW CBO: Class B Note Ratings Downgraded to B+
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B floating-rate and class B fixed-rate notes issued by SKM
LibertyView CBO I Ltd., an arbitrage CBO transaction managed by
LibertyView Capital Management Inc., and collateralized primarily
by high-yield bonds. At the same time, the ratings are removed
from CreditWatch, where they were placed Sept. 15, 2003.

Concurrently, the rating on the class A-2 notes is affirmed and
removed from CreditWatch negative, where it was also placed
Sept. 15, 2003. Additionally, the 'AAA' rating assigned to the
class A-1 notes is affirmed, based on a financial guarantee
insurance policy issued by Financial Security Assurance Inc.

The lowered ratings reflect factors that have negatively affected
the credit enhancement available to support the notes since the
transaction was originated in April 1999. These factors include a
negative migration in the overall credit quality of the assets
within the collateral pool securing the rated notes, par erosion
of the collateral pool, and a decline in the weighted average
coupon generated by the performing assets within the pool.

Following the Oct. 10, 2003 payment date, a mandatory redemption
(mandated by the failure of the transaction's
overcollateralization ratios) of $17.439 million and $27.535
million was made to the class A-1 and A-2 notes, respectively.
   
     RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE
                 SKM LibertyView CBO I Ltd.
                            Rating
        Class        To             From
        B floating   B+             BB/Watch Neg
        B fixed      B+             BB/Watch Neg
   
     RATING AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE
                 SKM LibertyView CBO I Ltd.
                          Rating
        Class        To             From
        A-2          AA             AA/Watch Neg
   
                     RATING AFFIRMED
                SKM LibertyView CBO I Ltd.
   
        Class    Rating
        A-1      AAA
   
TRANSACTION INFORMATION
Issuer:              SKM LibertyView CBO I Ltd.
Co-issuer:           SKM LibertyView CBO I Corp.
Current manager:     LibertyView Capital Management Inc.
Underwriter:         Goldman Sachs & Co.
Trustee:             JPMorganChase
Transaction type:    Cash flow arbitrage high-yield CBO
   
TRANCHE               INITIAL    LAST         CURRENT
INFORMATION           REPORT     ACTION       ACTION
Date (MM/YYYY)        10/1999    6/2003       10/2003
Class A-1 note rtg.   AAA        AAA          AAA
Class A-2 note rtg.   AAA        AA           AA
Class A OC ratio      136.565%   124.138%     124.855%
Class A OC ratio min  125.0%     125.0%       125.0%
Class A-1 note bal    $95.00mm   $85.272mm    $67.833mm*
Class A-2 note bal    $150.00mm  $134.641mm   $107.105mm*
Class B floating rtg. A-         BB           B+
Class B fixed rtg.    A-         BB           B+
Class B OC ratio      119.495%   107.094%     107.712%
Class B OC ratio min  110.0%     110.0%       110.0%
Class B floating bal  $10.00mm   $10.00mm     $10.00mm
Class B fixed bal     $25.00mm   $25.00mm     $25.00mm
   
*Following $44.974 million mandatory redemption to the class A
notes on the Oct. 10, 2003 pay date.

PORTFOLIO BENCHMARKS                       CURRENT
S&P Wtd. Avg. Rtg.(excl. defaulted)        B
S&P Default Measure(excl. defaulted)       4.72%
S&P Variability Measure (excl. defaulted)  2.79%
S&P Correlation Measure (excl. defaulted)  1.14
Wtd. Avg. Coupon (excl. defaulted)         9.097%
Wtd. Avg. Spread (excl. defaulted)         4.458%
Oblig. Rtd. 'BBB-' and Above               2.40%
Oblig. Rtd. 'BB-' and Above                34.18%
Oblig. Rtd. 'B-' and Above                 67.07%
Oblig. Rtd. in 'CCC' Range                 13.81%
Oblig. Rtd. 'CC', 'SD' or 'D'              19.12%
Obligors on Watch Neg (excl. defaulted)    5.905%
    
S&P RATED OC (ROCs)      PRIOR TO ACTION(1)   AFTER ACTION(1)
Class A-1 notes(Insured) N/A(2)                N/A(2)
Class A-2 notes          106.94%(AA)          106.94%(AA)
Class B floating         100.39%(BB)          102.48%(B+)
Class B fixed            100.39%(BB)          102.48%(B+)
   
(1)Following $44.974 million mandatory redemption to the class A
notes on the Oct. 10, 2003 pay date.
   
(2)ROC is not published for insured tranches because the insurance
policy, rather than the tranche credit support, determines the
public rating.


STARWOOD HOTELS: Begins Search for New Chief Executive Officer
--------------------------------------------------------------
Barry Sternlicht, Chairman and Chief Executive Officer of Starwood
Hotels & Resorts Worldwide, Inc., said he intends to step down as
Chief Executive Officer once a new Chief Executive has been hired
and is on board.

Mr. Sternlicht will co-chair a newly formed search committee of
the Board of Directors to help identify and select his successor.
Upon the CEO's selection, Mr. Sternlicht will become Executive
Chairman of Starwood.

"I'm very proud of Starwood and have never been more optimistic
about the company's positioning in the industry. As Executive
Chairman, it is my intention to reduce my day-to-day role and
focus on long term strategy, provide guidance on capital
investment and real estate matters, nurture the expansion of our W
brand, and fill a meaningful ambassadorial role for the Company. I
feel a great sense of responsibility and proprietorship for the
Company, but it has become increasingly difficult for me to
fulfill that global responsibility in the face of the needs of my
family and my other activities. Additionally, I believe a growing
"best practice" in corporate governance is the separation of the
Chairman and Chief Executive Officer positions," stated Mr.
Sternlicht.

Senator George Mitchell, on behalf of the Starwood Board of
Directors, said, "Barry Sternlicht's dynamic leadership of
Starwood is evident in the prestige of the Starwood name today.
The creation of the W brand and his many innovations has
influenced the entire industry. His creativity and vision enabled
the company to integrate a once disparate collection of individual
hotel assets into a global powerhouse. We respect his decision to
step down from the position of CEO, but look forward to his
continuing to play a leadership role at Starwood as Executive
Chairman of the Board. He is one of the premier deal makers in the
real estate industry and the Board is pleased he remains willing
to serve as Executive Chairman."

"Starwood has successfully navigated the unprecedented storm
impacting the travel sector and has emerged as not only a
survivor, but in terrific shape. Our balance sheet is now strong,
our treasure chest of brands is powerful and gaining strength, we
have a deep pool of talented management led by Bob Cotter, our
Chief Operating Officer, tremendous unexploited value in our
extraordinary real estate asset base, a very full pipeline of
product and service innovations (both visible and invisible to the
customer), and an equally exciting development pipeline
highlighted by the global growth of W and our other brands. On the
macro side, the lack of new construction in the upscale category,
should lead to several years of solid growth for our Company,"
said Sternlicht.

"Starwood today is a creative, innovative, compassionate and
ethical company. It is time, however, to bring in a new CEO who
can guide the Company day-to-day to achieve a new level of
excellence and to help us realize our truly extraordinary
potential. As a major shareholder, I remain committed to the
Company's future success and will do all I can to ensure that the
Company continues to excel during the transition and beyond," said
Sternlicht.

During Sternlicht's tenure as CEO, which began in the spring of
1995 with the acquisition of Hotel Investors Trust, Starwood grew
from a nearly bankrupt REIT with an equity market capitalization
of less than $10M, into the world's largest hotel company
(measured by EBITDA), with an enterprise value exceeding $11B. He
is credited with the rapid growth of the firm and the successful
integration of Westin Hotels and ITT Sheraton, the acquisition and
expansion of Vistana, now Starwood Vacation Ownership, and the
disposition of more than $8B in assets including the sale of
Caesars World in 1999.

Mr. Sternlicht also conceived of and has led the expansion of the
W Hotels brand, led expansion of the St. Regis brand, the entrance
of the Company into vacation ownership, the establishment of the
nation's #1 frequent guest program, which pioneered no blackout
dates, and the introduction of innovations including the Westin
Heavenly Bed, Heavenly Bath, Heavenly Crib, Westin Workout, and
Sheraton Sweet Sleeper among many others.

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


STRUCTURED ASSET: Fitch Rates Classes B4 & B-5 Notes with Low-Bs
----------------------------------------------------------------
Fitch rates Structured Asset Securities Corporation's mortgage
pass-through certificates, series 2003-23H, as follows:

    -- $291.8 million classes 1A1, 2A1, 1A-IO, 1A-PO, 2A-IO
       and R certificates 'AAA';

    -- $2.5 million class 1B1 certificates 'AA';

    -- $353,000 class 2B1 certificates 'AA';

    -- $2.2 million class 1B2 certificates 'A';

    -- $316,000 class 2B2 certificates 'A';

    -- $1.4 million class B3 certificates 'BBB'.

Additionally, the following classes are rated by Fitch and are
being offered privately.

    -- $753,000 class B4 certificates 'BB';

    -- $601,000 class B-5 certificates 'B'.

The 'AAA' rating on the Group 1 (1A1, 1A-IO, 1A-PO and R) senior
certificates reflects the 3.05% total credit enhancement provided
by the 0.95 % class 1B1, 0.85% class 1B2, 0.45% class B3, 0.25%
privately offered classes B4, 0.20% privately offered classes B5
and 0.35 class B6 certificates.

The 'AAA' rating on the Group 2 (2A1 and 2A-IO) senior
certificates reflects the 3.05% total credit enhancement provided
by the 0.95% class 2B1, 0.85% class 2B2, 0.45% class B3, 0.25%
privately offered classes B4, 0.20% privately offered classes B4
and 0.35% privately offered class B6 certificates.

Fitch believes that the amount of credit enhancement will be
sufficient to cover credit losses, including limited bankruptcy,
fraud and special hazard losses. In addition, the ratings reflect
the quality of the mortgage collateral, the strength of the legal
and financial structures, and the master servicing capabilities of
Aurora Loan Services, Inc., rated 'RMS2+' by Fitch.

The Group 1 certificates represent ownership interest in a trust
fund that consists primarily of a pool of 30-year fixed-rate,
conventional, first lien, residential mortgage loans. As of the
cut-off date (Oct. 1, 2003), the mortgages in Pool 1 have an
aggregate principal balance of approximately $263,825,792, a
weighted average original loan-to-value ratio of 101.65%, a
weighted average coupon of 5.998%, a weighted average remaining
term of 354 months and an average balance of $133,448. The loans
are primarily located in Pennsylvania (6.30%), Michigan (6.30%),
North Carolina (6.23%), and South Carolina (5.87%).

As of Oct. 1, 2003, the mortgages in Pool 2 have an aggregate
principal balance of approximately $37,160,826, a weighted average
OLTV of 101.60%, a WAC of 6.248%, a WAM of 356 months and an
average balance of $171,248. The loans are primarily located in
North Carolina (26.71%), Maryland (14.94%) and Michigan (11.74%).

The mortgage loans were originated by various originators or
acquired by various originators or their correspondents in
accordance with such originator's respective underwriting
standards and guidelines. Approximately 93.77% of the mortgage
loans in Pool 1, were originated or acquired in accordance with
the borrower advantage underwriting guidelines. Approximately
6.23% of the mortgage loans in Pool 1 and all of the mortgage
loans for Pool 2, were originated or acquired in accordance with
the pro mortgage underwriting guidelines. The largest percentage
of servicers for the mortgage loans in Pool 1 is as follows:
54.59% GMAC Mortgage Corporation, 22.30% SunTrust Mortgage, Inc.,
and 15.76% Aurora Loan Services, Inc. The remainder of the Pool
one mortgage loans will be serviced by various other servicers.
Aurora will service all of the Pool 2 mortgage loans.

SASCO, a special purpose corporation, deposited the loans in the
trust, which issued the certificates. For federal income tax
purposes, an election will be made to treat the trust fund as
multiple real estate mortgage investment conduits.


TRI-UNION DEV'T: Files Plan and Disclosure Statement in Texas
-------------------------------------------------------------
Tri-Union Development Corporation and its debtor-affiliates filed
their Chapter 11 Plan of Reorganization and the accompanying
Disclosure Statement with the U.S. Bankruptcy Court for the
Southern District of Texas.  Full-text copies of the documents are
available for a fee at:

  http://www.researcharchives.com/bin/download?id=031028235312

                           and

  http://www.researcharchives.com/bin/download?id=031028235431

The Plan provides for the classification and treatment of the 12
groups of claims and interests:

  Class  Description         Treatment
  -----  -----------         ---------
    1    Allowed Priority    Unimpaired; shall be paid by the
         Unsecured Claims    Plan Trustee from the Priority
                             Unsecured Non-Tax Claim Reserve
                             over 72 months together with 6%
                             interest

    2    Allowed Secured     Unimpaired; shall be satisfied by
         Claims of Taxing    either i) the transfer to the
         Authorities         holder of the Class 2 constituting
                             the Collateral of such Claimholder
                             or ii) the sale of any Trust
                             Property securing the Class 2 with
                             payment being made out of the
                             proceeds of such sale, or iii)
                             payment by the Plan Trustee of the
                             Claim in 72 equal monthly
                             installments of principal plus 6%
                             per annum or iv) an agreement
                             reached between the Claimholder and
                             the Plan Trustee

    3A   Allowed Secured     Unimpaired; shall be Allowed
         Claims of Bank of   Secured Claims in all respects and
         America, N.A.       for all purposes and all of the
                             Debtors' respective obligations,
                             indebtedness and liabilities and
                             shall be reinstated and reaffirmed
                             and all payments required to be
                             made by the Debtors under the Hedge
                             Documents during the pendency of
                             the Bankruptcy Case shall be
                             indefeasibly paid by the Debtors in
                             full and in cash to BOA

    3B   Allowed Secured     Impaired; are deemed allowed as
         Claims of The       i) an Allowed Secured Claim in the
         Noteholders         amount of $111,335,582.19 and ii)
                             an Allowed General Unsecured Claim   
                             in the amount of $20,000,000.


    3C   Allowed Secured     Impaired; shall be satisfied by
         Claims Not          the transfer to the holder of the
         Included            Class 3C Allowed Secured Claim of
         Within Another      any Trust Property constituting
         Class Under The     the Collateral of such Claimholder
         Plan
                            
    3D   Allowed P&A Claims  Impaired; On the Effective Date,
                             all obligations for the Allowed P&A
                             Claims of the MMS related to the
                             Debtors' Operated Federal Waters
                             Offshore Properties shall be
                             transferred to the Trust.

    3E   Allowed Secured     Impaired; shall be paid in 72
         Claims of M & M     monthly installments of principal
         Lienholders         and interest together with interest
                             at 6% per annum.

    3F   Allowed Royalty     Impaired; shall (i) receive
         Claims              deferred Cash payments (in 12 equal
                             monthly installments of principal
                             plus 6% per annum), or (ii)
                             receive, pursuant to  abandonment
                             by the Plan Trustee, possession of
                             and right to foreclose its Lien on
                             the Collateral securing such Claim,
                             or (iii) be treated in accordance           
                             with an agreement between the Plan
                             Trustee and such Claimant.

    4A   Allowed General     Each holder shall receive
         Unsecured Claims    Distributions of Available Cash on
         Against Tri-Union   account of its Trust Creditor
                             Interest in accordance with the
                             Trust Agreement.

    4B   Allowed General     Shall be treated in accordance with
         Unsecured Claims    the terms and conditions of the
         Against Operating   Trust Agreement
                           
    5    Allowed             Shall be treated in accordance with  
         Subordinated        the terms and conditions of the
         Claims              Trust Agreement
                              
    6    Equity Interests    Impaired; Will receive no
                             distribution under the Plan

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.


UICI: Look for Third-Quarter 2003 Operating Results Tomorrow
------------------------------------------------------------
UICI (NYSE: UCI) will be releasing third quarter operating results
on Wednesday, November 5, 2003 after the market closes.  UICI will
be hosting a teleconference call on Thursday, November 6, 2003 at
11:00 a.m. eastern time (10:00 a.m. central time).  The conference
dial-in number is (877) 847-5346 -- please use passcode 551082.

The conference call will also be webcast live on UICI's web site
at http://www.uici.netand at http://www.streetevents.com/ Please  
give yourself time to download and install necessary audio
software.  An on-line replay of the webcast will also be available
on UICI's web site for up to 30 days following the call.

If you cannot participate at the designated time, you may call
(888) 203-1112, using passcode 551082, to hear a recording of the
teleconference call on Thursday, November 6, 2003 from 12:00 p.m.
central time to Sunday, November 9, 2003, 11:59 p.m. central time.

                              *   *   *

On July 21, 2003, UICI reported the discovery of a shortfall in
the type and amount of collateral supporting two of the
securitized student loan financing facilities entered into by
three special financing subsidiaries of AMS. The problems at one
of the financing facilities (the EFG-III LP commercial paper
conduit facility) are of three types: insufficient collateral, a
higher percentage of alternative loans (i.e., loans that are
privately guaranteed as opposed to loans that are guaranteed by
the federal government) included in the existing collateral than
permitted by the loan eligibility provisions of the financing
documents and failure to provide timely and accurate reporting.
The problems related to the second financing subsidiary (AMS-1
2002, LP) consist primarily of a higher percentage of alternative
loans included in the existing collateral than permitted by the
loan eligibility provisions of the financing documents, and the
failure to provide timely and accurate reporting. In addition, AMS
and the other four special financing subsidiaries of AMS have
failed to comply with their respective reporting obligations under
the financing documents.

As announced on July 24, 2003, AMS has obtained waivers and
releases from interested third parties, as described more fully
below, with respect to four of the six securitized student loan
financing facilities. The waiver and release agreements were
entered into with Bank of America and Fleet Bank (the providers of
a liquidity facility that supports the EFG-III, LP commercial
paper facility), Bank One (the trustee under the indentures that
govern the terms of the debt securities issued by each of AMS'
special financing subsidiaries) and MBIA Insurance Corporation
(the financial guaranty insurer of debt securities issued by four
of the seven AMS financing subsidiaries).

The waiver and release agreement for the EFG-III, LP (one of AMS'
special purpose financing subsidiaries) commercial paper
securitized student loan facility calls for UICI's contribution of
$48.25 million ($1.75 million on July 24, 2003, $36.5 million on
July 31, 2003 and $10.0 million on August 15, 2003) in cash to the
capital of AMS, all of which, as of July 31, 2003, UICI had
contributed to AMS.

The financial institutions agreed to waive all existing defaults
under the relevant financing documents with respect to EFG-III, LP
and EFG Funding (both of which are exclusively involved in the
commercial paper program) until January 1, 2004, which date will
be automatically extended for successive 90-day periods through
September 30, 2004 if the outstanding amount of commercial paper
is reduced to agreed-upon levels from its current outstanding
amount (approximately $440 million). As previously announced, AMS
has agreed to partially address the under-collateralization
problem by transferring to EFG-III, LP approximately $189 million
of federally-guaranteed student loan and other assets that meet
loan eligibility requirements under the financing documents and by
transferring approximately $34.4 million of uninsured student
loans that do not meet loan eligibility requirements under the
financing documents. In addition, AMS will contribute to EFG-III
LP $46.5 million of the $48.25 million in cash contributed to AMS
by UICI either in the form of cash or federally guaranteed student
loans. These various transfers by AMS will substantially eliminate
the shortfall in collateral amount with respect to the EFG-III LP
commercial paper conduit facility.

With respect to the AMS-1 2002, LP facility, as of July 24, 2003,
the interested parties agreed to waive, for a period of 90 days,
all defaults, amortization events and events of default based
solely on defaults arising prior to July 24, 2003 resulting from
non-federally insured student loans included in the collateral in
excess of the maximum percentage limit for such loans as set forth
in the documents governing the financing, which waiver is not
extendable. In addition, with respect to four other student loan
financing facilities, the interested parties agreed to waive, as
of July 24, 2003, all immaterial previously-existing defaults
resulting from inaccurate or untimely reporting or any other
reporting deficiency by the applicable issuer under each such
facility, AMS or any other affiliate of AMS, for a period of 90
days, which period is not extendable. Upon expiration of the 90-
day waiver period, all then uncured events of default shall be
reinstated and be in full force and effect.

UICI believes that it has no obligations with respect to the
indebtedness of AMS' special financing subsidiaries or with
respect to the obligations of AMS relating to such financings.
Nonetheless, in exchange for UICI's capital contribution to AMS as
described above, the financial institutions named above have
agreed to release UICI from any and all existing claims or suits
(other than claims for fraud at the UICI level) that could arise
relating to the AMS student loan financing facilities.


UNITED AIRLINES: Intends to Pay Amendment Fees to DIP Lenders
-------------------------------------------------------------
The United Airlines Debtors ask the U.S. Bankruptcy Court for the
Northern District of Illinois for authority to enter into a waiver
and amendment to the Bank One DIP Facility and pay amendment fees
to the DIP Lenders.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, recounts that
in recent weeks, the Debtors and the DIP Lenders amended the DIP
Credit Facilities to modify certain provisions and to document
waivers of alleged technical defaults.  Pursuant to the Waivers
and Amendments, the DIP Lenders consent to:

   (1) the Debtors' discontinuation or modification of service
       along any airline routes connected to the San
       Francisco/Taipei route by waiving corresponding alleged
       technical defaults;

   (2) the Debtors' restructuring of indebtedness to Export
       Development Canada;

   (3) UAL Corporation's transfer of its ownership interests in
       Orbitz, Inc., and Orbitz LLC to United;

   (4) United's sale of its interest in Orbitz;

   (5) the sale or other disposition of the Debtors' ownership
       interests in Hotwire, Inc.;

   (6) the capital contributions by UAL to United; and

   (7) the Deposit, assignment of fuel supply agreements, third-
       party sale agreements, sublease of infrastructure
       agreements and the transfer of historical pipeline
       capacity, as contemplated in the Jet Fuel Agreement with
       Morgan Stanley Capital Group.

The Debtors must pay fees to the Club DIP Lenders and Bank One to
complete the Waivers and Amendments, namely:

   (a) An amendment fee to the paying agent for each Club DIP
       Lender who signed the Waiver and Amendments, equal to
       1/10th of 1% of each Club DIP Lender's total commitment on
       October 10, 2003 -- with a total fee not to exceed
       $895,000;

   (b) An arrangement fee to JPMorgan Chase and Citicorp USA of
       $500,000 in the aggregate; and

   (c) $300,000 in amendment fees to Bank One.

Mr. Sprayregen warns that failure to pay the Amendment Fees will
deny the Debtors the substantial financial benefits, protections
and waivers being offered.  The Fees allow the Debtors to
conclude transactions that cure alleged technical defaults under
the DIP Credit Facilities.  They provide the Debtors with
enhanced operational and financial flexibility.  For example, the
Debtors will be able to restructure and optimize fleet capacity
by discontinuing the San Francisco/Taipei route, prepay a portion
of the Loans from the proceeds of sale of their interests in
Orbitz and Hotwire and reduce working capital through the Jet
Fuel Supply Agreement. (United Airlines Bankruptcy News, Issue No.
30; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


VERTIS INC: Third-Quarter 2003 Net Loss Balloons to $24 Million
---------------------------------------------------------------
Vertis Inc., reported results for the three and nine months ended
September 30, 2003.

For the quarter ended September 30, 2003, net sales were $390.9
million, or 4.6% below the quarter ended September 30, 2002. For
the nine months ended September 30, 2003, net sales amounted to
$1,139.5 million, or 6.6% below the comparable 2002 nine-month
period. The decline in net sales for the nine months was largely
the result of competitive pricing pressures, sluggish direct mail
business domestically as well as in Europe, and weak advertising
agency business at the company's Advertising Technology Services
segment.

Donald Roland, chairman, president and chief executive officer,
stated, "The challenging economic conditions have continued to put
pressure on retail sales, and have dampened advertising spending.
Pricing, including the impact of product configurations, remained
highly competitive in the third quarter and our agency-related
business remained below 2002 levels. The cost management and
restructuring efforts we proactively implemented have resulted in
a lower cost structure, which mitigated a portion of the negative
impact of the decline in net sales."

Earnings before interest, taxes, depreciation and amortization
amounted to $31.4 million in the third quarter, a decline of $15.0
million, or 32.3% versus the third quarter of 2002. Included in
these results is approximately $6.8 million and $2.8 million of
restructuring costs in the 2003 and 2002 periods, respectively.
For the nine months ended September 30, 2003, EBITDA amounted to
$113.8 million, an increase of $71.3 million when compared to the
nine months ended September 30, 2002. The nine month periods ended
September 30, 2003 and 2002 include $6.8 million and $5.8 million
of restructuring charges, respectively. In addition, the nine
months ended September 30, 2002, includes an after-tax charge of
$108.4 million due to adopting Statement of Financial Accounting
Standards No. 142 as it relates to goodwill and other intangibles.
Excluding the effects of SFAS No. 142 in 2002, EBITDA through
September 30, 2003, would have been less than the comparable 2002
nine-month period by $37.1 million or 24.6%. The decline in
EBITDA, excluding the effects of SFAS No. 142, was the result of
the difficult market conditions which offset both lower costs and
a $10.1 million recovery from a settlement to a legal proceeding
recorded in the first quarter of 2003. The recovery is included in
"Other, net" on the company's Condensed Consolidated Statement of
Operations.

Vertis reported a net loss of $24.0 million in the third quarter
and a $101.8 million net loss through the first nine months of
2003 versus net losses of $5.3 million and $125.7 million in the
comparable 2002 periods. The net loss in the nine months ended
September 30, 2003, reflects a non-cash tax provision of $48.8
million to provide a valuation allowance against previously
recorded deferred tax benefits related to net operating loss
carryforwards, as required by Statement of Financial Accounting
Standards No. 109. The valuation allowance was recorded in the
second quarter due to the continuation of the poor economic
climate and the projected increase in annual interest expense
resulting from the high-yield bond offering completed in June
2003. The 2002 net loss reflects the $108.4 million after-tax
cumulative effect of adopting SFAS No. 142 as it relates to
goodwill and other intangibles.

In addition to providing third quarter results, the company
updated earlier earnings guidance issued on July 31, 2003. At that
time, Vertis had indicated that it expected EBITDA for the full
year 2003 in the range of $196 to $206 million. Dean D. Durbin,
chief financial officer, commented, "The advertising market
conditions that have been negatively impacting our segments
continued into the third quarter. In addition, we incurred $6.8
million of restructuring costs in the quarter; these costs were
not included in the earlier guidance. Excluding restructuring
costs incurred through September and any other restructuring costs
that may be incurred in the fourth quarter, the company is
cautiously optimistic that its full year results will approximate
the low-end guidance issued on July 31, 2003."

Vertis (S&P, B+ Corporate Credit Rating, Negative Outlook) is a
leading international provider of integrated marketing solutions
that seamlessly combines advertising, direct marketing, media,
imaging and progressive technology. The company's product and
service offerings include: consumer and media research, media
planning and placement, creative services, digital media
production, targetable advertising insert programs, fully
integrated direct marketing programs, circulation-building
newspaper products, and interactive marketing.

Serving more than 3,000 local, regional, national and
international customers, Vertis is a privately held company.
Vertis clients encompass numerous Fortune 500 companies across
diverse industries, including ad agencies, automotive, consumer
packaged goods, durable goods and manufacturing, financial
services, fragrance and beauty, food and grocery, healthcare,
media and publishing, newspapers, retailers and technology.

To learn more about Vertis, visit http://www.vertisinc.com  


WAYLAND INVESTMENT: Fitch Affirms BB Rating for $60M Sub. Notes
---------------------------------------------------------------
Fitch Ratings affirms two classes of Wayland Investment Fund I,
LLC. These rating actions are effective immediately.

    -- $67,000,000 senior secured revolving credit facility 'BBB';

    -- $60,000,000 senior subordinated notes 'BB'.

Wayland Investment Fund I, LLC is a market value collateral debt
obligation that closed in Dec. 23, 1997. The fund is managed by
CFSC (Cargill Financial Services Corp) Wayland Advisers, Inc.,
based in Minnetonka, Minnesota. Wayland Advisers is an indirect,
wholly-owned subsidiary of Cargill, Incorporated. At inception,
the investment manager targeted a portfolio of 20% bank loans, 40%
high yield bonds and mezzanine debt, and 40% of distressed debt.
The mezzanine debt and the distressed debt are collectively
referred to as 'special situation assets'.

At the Oct. 19, 2003 valuation date, the fund's approximate
collateral mix was 20% in performing bank loans, 11% in performing
high yield bonds, and 68% in special situation assets.

The fund is paying down the senior secured revolving credit
facility as directed by the second amendment to the credit
agreement dated Nov. 15, 2002. The asset manager has been able to
opportunistically divest of some assets in order to pay down the
senior secured revolving credit facility, which is evidenced by
the outstanding amount decreasing from $221,000,000 as of the Nov.
15, 2002 valuation date, to $67,000,000 as of the Oct. 17, 2003
valuation date.

As the fund continues to delever, the fund's already large obligor
exposures continue to grow as a percentage of the total market
value of the fund. As of the Oct. 17, 2003 valuation date, the top
three obligors accounted for 55% of the total market value of the
portfolio. Fitch discussed the nature of the obligors with the
asset manager who communicated a good level of comfort with the
positions and familiarity with each transaction. Additionally,
approximately 24% of the market value of the portfolio is
relatively illiquid.

The large obligor exposures, as well as the amount of illiquid
assets, remain of concern and Fitch will continue to monitor the
portfolio closely as the fund continues to further divests of
assets and pay down the rated liabilities. At this time Fitch
believes that the current ratings, which were adjusted on Aug. 15,
2002, appropriately reflect the current risk to the noteholders.
Based on the fund's ability to sell assets and significantly pay
down the senior secured revolving facility, Fitch has affirmed the
rated liabilities of Wayland Investment Fund I LLC.


WEIRTON: Retiree Committee Taps Pascarella & Wiker as Accountant
----------------------------------------------------------------
The Official Committee of Retirees of the Weirton Steel sought and
obtained the Court's authority to retain Pascarella & Wiker, LLP,
as its accountant effective as of September 26, 2003.

Pursuant to the engagement letter between the Retirees' Committee
and P&W dated September 29, 2003, the scope of P&W's retention
relates to retiree benefits.  To the extent appropriate, P&W
will:

   (a) assist the Retirees' Committee in analyzing and reviewing
       the Debtor's acts, conduct, assets, liabilities,
       operations and financial condition;

   (b) prepare insights on the industry in which the Debtor
       operates and advise the Retirees' Committee on the current
       state of the restructuring markets;

   (c) assess and develop alternatives regarding the Debtor's
       future direction;

   (d) review and analyze the Debtor's financial statements,
       schedules and monthly operating reports;

   (e) evaluate and assist in the preparation of a formalized
       reorganization plan;

   (f) evaluate, analyze, advise and provide expert testimony
       or reports on related fraudulent conveyance transactions,
       preference actions, other litigation matters, and other
       Bankruptcy-related matters;

   (g) provide other specialized financial analysis services as
       deemed necessary by the Retirees' Committee like business
       valuation services, strategic partner searches, financial
       restructuring assistance, negotiation assistance, etc.;
       and

   (h) provide other services, as mutually agreed upon.

James D. Newell, Esq., at Klett, Rooney, Lieber & Schorling, in
Pittsburgh, Pennsylvania, relates that P&W was founded by its
named partners in 1998.  P&W consultants have experience in both
public accounting and private industry, and are highly seasoned
professionals with a minimum of 10 years experience.  P&W offers
its clients bankruptcy support, including creditor services,
debtor services and trustee services.

Furthermore, P&W is familiar with the Debtor's business and
industry, and will be able to rapidly familiarize itself with the
Debtor's case and current financial situation, and be able to
assist the Retirees' Committee in fulfilling its duties at a
minimized cost.

P&W will be compensated for its services based on these hourly
rate schedules:

   Partners                       $225
   Directors                       195
   Senior Consultants              125
   Other Sub-contractors           125 - 325

In addition, P&W will be reimbursed for all reasonable and
necessary out-of-pocket expenses.

Charles J. Pascarella, a partner of P&W, assures the Court that
P&W:

   (1) has no connection with the Debtor, its creditors or other
       parties-in-interest, their attorneys or accountants, the
       United States Trustee, or the Retirees' Committee or its
       Members;

   (2) does not hold any interest adverse to the Debtor's estate,
       and

   (3) is a "disinterested person" as defined within Section
       101(14) of the Bankruptcy Code.

P&W will conduct an ongoing review of its files to ensure that no
conflicts or other disqualifying circumstances exist or arise.  
If any new facts or circumstances are discovered, P&W will
supplement its disclosure to the Court. (Weirton Bankruptcy News,
Issue No. 12; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


WHEELING: Secures Extension of Avoidance Action Protocol
--------------------------------------------------------
The Wheeling-Pittsburgh Debtors obtained U.S. Bankruptcy Court
Judge Bodoh's approval to extend certain of the procedures
previously approved in connection with the commencement by Debtor
Wheeling-Pittsburgh Steel Corporation of adversary proceedings to:

The Debtors obtained the Court's approval to:

       (1) avoid and recover certain preferential or
           fraudulent transfers received by various entities
           or individuals from WPSC; and

       (2) disallow claims of the recipients of those
           transfers against WPSC.

These procedures are extended in each Avoidance Action:

       (a) in each Avoidance Action, WPSC may seek issuance of a
           second summons from the Clerk of Court to serve on the
           defendant, together with a copy of the filed Avoidance
           Complaints, by January 12, 2004, or within a longer
           period as Judge Bodoh may order; and

       (b) the Court will suspend the scheduling of a pretrial
           conference, the disclosure requirements and all other
           proceedings arising in the Avoidance Action, pending
           the issuance of the summons and its service upon the
           defendants. (Wheeling-Pittsburgh Bankruptcy News, Issue
           No. 48; Bankruptcy Creditors' Service, Inc., 609/392-
           0900)  


WOLVERINE TUBE: Third-Quarter 2003 Results Sink into Red Ink
------------------------------------------------------------
Wolverine Tube, Inc. (NYSE: WLV) reported a net loss of $31.7
million or $2.58 per share for the third quarter of 2003, compared
with net income of $1.8 million, or $0.15 per diluted share in the
third quarter of 2002.

The third quarter results included a $23.2 million goodwill
impairment charge and a previously announced restructuring charge
of $6.4 million ($4.3 million after tax). Excluding these items,
this net loss would have been $4.3 million or $0.35 per share in
the third quarter of 2003. Net sales for the third quarter of 2003
were $144.1 million compared with $134.8 million in the year-
earlier period. Total pounds of product shipped were 80.5 million
pounds, compared to 77.2 million pounds in the prior year. Gross
profit for the third quarter of 2003 decreased to $6.2 million
from $14.5 million in the third quarter of 2002. Cash flow from
operations was $19.4 million in the third quarter of 2003,
compared to $16.5 million in the prior year. Free cash flow
generated in the quarter was $17.8 million, compared to $14.4
million in the third quarter of 2002. Free cash flow is defined as
cash flow from operations less capital expenditures. Results for
the three and nine-month periods ended September 28, 2003, are
outlined in the accompanying tables.

Commenting on the announcement, Dennis Horowitz, Chairman,
President and Chief Executive Officer said, "The third quarter
financial results were disappointing and to a large extent reflect
issues that we have spoken about before, including rising energy,
healthcare and pension costs, a leaner product mix, pricing
pressures and the adverse impact of the strong Canadian dollar.
Exacerbating the impact of the aforementioned on operating profit
was a confluence of events which negatively affected manufacturing
efficiencies, including, lower than anticipated volumes at our
Booneville facility, an unsuccessful union organizing attempt at
our Decatur facility and the east coast blackout which affected
our London, Ontario, Canada operations."

                 Third Quarter Results by Segment

Shipments of commercial products totaled 53.5 million pounds, a
5.7 percent increase from last year's third quarter shipments of
50.6 million pounds. Net sales were $106.1 million, up 5.1 percent
from last year's third quarter sales of $101.0 million. Gross
profit was $5.9 million, compared to last year's third quarter
gross profit of $11.7 million. The decrease in gross profit
reflects the shift in mix from the higher value added technical
and enhanced surface tube to lower value smooth tube and the
aforementioned costs and manufacturing issues.

Shipments of wholesale products totaled 22.4 million pounds, a 7.2
percent increase over last year's third quarter shipments of 20.9
million pounds. Net sales were $28.5 million, up 15.7 percent from
last year's third quarter sales of $24.6 million. Gross profit was
$38 thousand, compared to $1.9 million in last year's third
quarter. Again, the cost issues discussed above, along with
rapidly increasing copper prices and short supply of recycled
materials, have impacted this quarter's operations as compared to
the third quarter of last year.

Shipments of rod, bar and other products totaled 4.6 million
pounds, a 20.7 percent decrease from last year's third quarter
shipments of 5.8 million pounds. Net sales were $9.5 million,
compared to $9.2 million in the third quarter of 2002. Gross
profit was $330 thousand, down from last year's $862 thousand.
Gains in our European distribution facility were more than offset
by losses in North America in rod and bar, which were due to
declines in volume and price.

                              Outlook

Commenting on the outlook for the Company, Horowitz said, "As we
look forward, we are finally beginning to sense an improvement in
the industrial sector of the North American economy. Also, the
demand from our China facility remains strong and our Portugal
facility continues to expand, albeit at a rate and pace below our
expectations, reflecting the lackluster European economy.
Productivity and efficiencies at our facilities have returned to
more normal levels and we will benefit financially from the
workforce reduction that was previously announced." Horowitz
continued, "We anticipate recording an additional restructuring
charge of $2.5 million to $5.0 million in future quarters, for the
Booneville closure. At the same time, while overall business
conditions are still challenging, early indications are that the
fourth quarter will show improvement over our recently completed
third quarter, even given our normal seasonality."

Wolverine Tube, Inc. (S&P, BB- Corporate Credit Rating, Negative
Outlook) is a world-class quality partner, providing its customers
with copper and copper alloy tube, fabricated products, metal
joining products as well as copper and copper alloy rod, bar and
other products.  Internet addresses: http://www.wlv.comand  
http://www.silvaloy.com   


WORLDCOM INC: Hires Gibson Dunn & Crutcher as Special Counsel
-------------------------------------------------------------
The Worldcom Debtors want to employ Gibson, Dunn & Crutcher LLP as
special counsel, nunc pro tunc to July 29, 2003.  Gibson Dunn will
represent the Debtors in connection with the Department of
Justice's investigation and related matters that focus on certain
of the Company's alleged practices concerning the routing of
telephone calls.

According to Robert Blakely, WorldCom's Chief Financial Officer,
the Debtors selected Gibson Dunn as special counsel because of
the firm's knowledge and expertise.  Gibson Dunn has considerable
experience representing clients in the course of federal and
state investigations in a variety of substantive areas including
antitrust, procurement fraud, financial institution fraud,
securities fraud, state and federal environmental violations and
regulatory compliance, health care fraud, immigration fraud, tax
offenses, RICO, money laundering, and civil and criminal
forfeiture.  The team that has been assembled to work on this
matter includes former federal prosecutors as well as those who
have spent their careers as defense lawyers.  The Debtors believe
that Gibson Dunn has the necessary background to deal effectively
with all of the potential legal issues arising from and
associated with the Department of Justice's investigation.

The Debtors propose to compensate Gibson Dunn based on the firm's
customary hourly rates.  The hourly billing rates for attorneys
at Gibson Dunn are:

               Partners                $445 - 850
               Associates               210 - 485
               Paralegals                85 - 260

These rates are subject to periodic adjustment for normal rate
increases and promotions.  The Debtors will also reimburse Gibson
Dunn for all out-of-pocket expenses incurred.

Wayne A. Schrader, Esq., a partner of Gibson Dunn, attests that
the firm does not hold or represent an interest adverse to the
Debtors' estates.  Gibson Dunn is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Schrader discloses that Gibson Dunn currently represents
Silver Lake Partners LP Silver Lake's purchase of WorldCom bonds.  
This representation, Mr. Schrader assures the Court is not
related to Gibson Dunn's engagement with the Debtors.  

Gibson Dunn also represents WorldCom bondholder, Merrill Lynch,
in a lawsuit brought under the Employment Retirement Income
Security Act, in which Merrill Lynch and certain of the Debtors
are named as co-defendants.  Mr. Schrader informs the Court that
the Debtors, Silver Lake and Merrill Lynch have agreed to waive
all actual and potential conflicts arising from the
representations.  Gibson Dunn is also implementing an ethical
screen whereby no attorney or paralegal who works on behalf of
Merrill Lynch or Silver Lake may work on behalf of the Debtors in
connection with Gibson Dunn's work as special counsel, and vice
versa. (Worldcom Bankruptcy News, Issue No. 41; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


WORLDGATE COMMS: Look for Third-Quarter Results Tomorrow
--------------------------------------------------------
WorldGate Communications Inc. (Nasdaq: WGAT) plans to release
earnings for the third quarter ending September 30, 2003 after the
close of business on Wednesday, November 5, 2003. The Company has
also scheduled a conference call for 8:30 a.m. Eastern Time, on
Thursday, November 6, 2003 to discuss its earnings release and
provide a general business update. The conference call telephone
number is (706) 679-8458.  The conference ID is #3778845.

WorldGate is in the business of developing, manufacturing and
distributing video phones for personal and business use, to be
marketed with the Ojo brand name. The Ojo video phone is designed
to conform to industry standards protocols, and utilizes
proprietary enhancements to the latest technology for voice and
video compression.  Ojo video phones are designed to operate on
the high-speed data infrastructure currently provided by cable and
DSL providers. WorldGate has applied for patent protection for its
unique technology and techno-futuristic design that contribute to
the functionality and consumer appeal offered by the Ojo video
phone.  WorldGate believes that this unique combination of design,
technology and availability of broadband networks allows for real-
life video communication experiences that were not economically or
technically viable a short time ago.
    
                          *    *    *

            Liquidity and Going Concern Considerations

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

As of June 30, 2003 the Company had cash and cash equivalents of
$763.  The operating cash usage for the three and six months ended
June 30, 2003 was $1,123 and $2,449, respectively. Subsequent to
June 30, 2003, the Company entered into a definitive asset
purchase agreement to sell to TVGateway, LLC certain interactive
television intellectual property rights and certain software and
furniture also related to the ITV business and currently being
used by TVGateway, for $2.4 million in cash, to be paid at closing
which is expected to be in September or October, 2003.  

In addition, concurrently with the execution of the Agreement,
WorldGate and TVGateway entered into a redemption agreement
pursuant to which TVGateway redeemed WorldGate's equity interest
in TVGateway for $600,000 in cash, paid concurrently with the
execution of the redemption agreement.  The purchase price for
these assets in the aggregate will be $3 million, and will be used
to fund continuing operations, as well as to develop and
distribute new products and services for the broadband market.  
The initial $600,000 payment, in addition to the cash on hand,  is
expected to provide sufficient funds to continue operations
through the closing of the Agreement.  In connection with this
transaction the Company will incur certain costs associated with
soliciting shareholder approval for the transaction as well as
certain advisor fees for the transaction.  Upon closing of the
TVGateway transaction and receipt of the $2.4 million from
TVGateway (less these associated costs,) the Company projects it
will have sufficient funding to continue operations into the first
quarter of 2004, assuming no additional funding is received.  The
Company has retained a royalty free license to the intellectual
property rights and assets sold to TV Gateway and plans to
continue providing the WorldGate service to its customers.  
Accordingly the Company expects to continue to receive revenues
from the operation of this business, although given the Company's
going concern considerations no assurances can be provided as to
the amount and collectability of such revenues or to the period
such revenues will continue to be received.

The Company has no outstanding debt and its assets are not pledged
as collateral.  The Company continues to evaluate possibilities to
obtain additional financing through public or private equity or
debt offerings, bank debt financing, asset securitizations or from
other sources.  Such additional financing would be subject to the
risk of availability, may be dilutive to our shareholders, or
could impose restrictions on operating activities.  There can be
no assurance that this additional financing will be available on
terms acceptable to the Company, if at all.  The Company has
limited capacity to further reduce its workforce and scale back on
capital and operational expenditures to decrease cash burn given
the measures it has already taken to reduce staff and expenses.

The unaudited consolidated financial statements have been prepared
on a going concern basis, which contemplates the realization of
assets and the satisfaction of liabilities and commitments in the
normal course of business.  Therefore, the financial statements do
not include any adjustments relating to the Company's ability to
operate as a going concern.  The appropriateness of using the
going concern basis in the future, however, will be dependent upon
the Company's ability to address its liquidity needs as described
above.  There is no assurance that the Company will be able to
address its liquidity needs through the measures described above
on acceptable terms and conditions, or at all, and, accordingly,
there is substantial doubt about the Company's ability to continue
as a going concern beyond the first quarter of 2004, assuming the
receipt of proceeds from the TVGateway transaction.


* Paul Glassman Joins Greenberg Traurig's Los Angeles Office
------------------------------------------------------------
Paul R. Glassman, Esq., has joined Greenberg Traurig LLP as a
shareholder in the Firm's Los Angeles office.  Ms. Glassman
focuses his practice exclusively in the area of bankruptcy law and
is a prominent member of the Southern California bankruptcy bar.  
He represents debtors, creditors committees, secured creditors and
other parties in every aspect of complex bankruptcy cases and
related litigation and workouts.  His clients include major
financial institutions, real estate companies, and corporations
across a wide number of industries including high tech,
entertainment and health care.  In recent years, Glassman has
handled many significant representations in large bankruptcy cases
including representation of a committee of cities owed over $ 1
billion in the Orange County bankruptcy case and a committee of
landlords in the Sizzler bankruptcy case.

He has authored numerous articles on bankruptcy in the Business
Lawyer, the American Bankruptcy Law Journal and other publications
and has lectured frequently.  He is currently a member of the
Executive Committee of the Los Angeles County Bar Association's
Commercial and Bankruptcy Law Section and was previously chair of
its Bankruptcy Committee. Glassman has been a member of the Board
of Trustees of the Los Angeles County Bar Association and
president of the Century City Bar Association.  He earned his
B.A., magna cum laude and Phi Beta Kappa, and an M.A. in economics
from the University of Pennsylvania, and his J.D. from Stanford
University Law School where he was a member of the law review.

"The addition of Paul to Greenberg Traurig not only adds a major
talent to our national and local capabilities, but immediately
enhances the capacity of our interdisciplinary reorganization,
bankruptcy & restructuring capabilities, and further augments our
ability to serve clients," said Richard F. Davis, managing
shareholder of the Los Angeles office."

"Greenberg Traurig's platform will allow me to provide quality
representation to clients in all aspects of bankruptcies and
related litigation and workouts" said Glassman.

Greenberg Traurig LLP is a full-service international law firm
that provides business-oriented solutions to clients worldwide.  
The firm has been ranked in The National Law Journal's list of
five-year growth leaders and is No.  19 on the publication's NLJ
250 listing of the country's largest law firms.  The firm's
attorneys combine legal, business and governmental experience with
creativity to produce results for a broad spectrum of clients,
ranging from emerging companies to Fortune 500 corporations.

Greenberg Traurig has more than 1,000 lawyers and governmental
professionals practicing in 20 offices throughout the United
States and Europe:  Amsterdam; Atlanta; Boca Raton, Fla.; Boston;
Chicago; Denver; Fort Lauderdale, Fla.; Los Angeles; Miami;
Morristown, N J.; New York; Orlando, Fla.; Philadelphia; Phoenix;
Tallahassee, Fla.; Tysons Corner, Va.; Washington, D.C.; West Palm
Beach, Fla.; Wilmington, Del.; and Zurich.

For additional information about Greenberg Traurig, visit the
firm's Web site at http://www.gtlaw.com/


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

                          *********

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

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

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

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

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

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

                          *********

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

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

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

This material is copyrighted and any commercial use, resale or
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                *** End of Transmission ***