TCR_Public/031105.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, November 5, 2003, Vol. 7, No. 219   


ACTUANT CORP: Selling $100MM of Conv. Senior Sub. Debentures
ADVOCAT INC: Extends Deadline for Voting on DCMS Deal to Nov. 21
AEROGEN INC: Closes 2nd Debenture & Warrant Private Offering
AGERE SYSTEMS: Names John Cummins New Vice President for China
AIR CANADA: Expects 10-Year Pension Plan Deferred Payments

AMERICA WEST AIRLINES: Kicks-Off Proposed 2004 Growth Plan
AMERICAN AIRLINES: Traffic Slides-Down 1.7% in October 2003
AMERICAN TOWER: Unit Prices Senior Subordinated Note Offering
AMERICANA PUBLISHING: Capital Deficits Raise Going Concern Doubt
AMKOR TECHNOLOGY: Proposes 7-Million Share Public Offering

ANCHOR GLASS: Posts $4.2-Mil. Net Loss on $193-Mil. Net Sales
AURORA FOODS: Sept. 30 Net Capital Deficit Burgeons to $91 Mill.
BALTIMORE MARINE: Michael Fox Will Auction-off Estate Today
BUDGET GROUP: Lease Decision Period Stretched Until Dec. 1, 2003
BURLINGTON IND.: Court Confirms First Amended Chapter 11 Plan

CAMBRIDGE RESEARCH: Case Summary & 20 Largest Unsecured Creditors
CANBRAS: Inks Pacts to Sell Brazilian Operations to Horizon
CENTERPOINT ENERGY: Unit Issues $160MM of Senior Unsecured Notes
CEPHALON INC: Inks Definitive Merger Pact with CIMA LABS INC.
CHARTER COMMS: Units Plan $500 Million Senior Debt Issue

CONSECO FINANCE: Mark Sheperd Withdraws $2-Million Claim
CONTINENTAL AIRLINES: October 2003 Traffic Slides-Up by 3.1%
COVANTA ENERGY: Court Approves Proposed Duff & Phelps Agreement
CRYOLIFE: Resolves Insurance Coverage Dispute on a $10MM Policy
DATA TRANSMISSION: Exits Chapter 11 Restructuring Proceedings

DEL GLOBAL TECHNOLOGIES: Gets Waiver of Loan Covenant Violation
DEX MEDIA: S&P Revises Low-B Ratings Outlook to Negative
DUNDEE: S&P Affirms BB+ Long-Term Counterparty Credit Rating
ELIZABETH ARDEN: Consolidates US Warehouse Ops. in Roanoke, Va.
EMERGENCY FILTRATION: Auditors Express Going Concern Uncertainty

ENRON: Enron Equipment's Case Summary & 20 Unsecured Creditors
ENRON CORP: Employee Committee Wants to Expand Scope and Duties
FALCON PRODUCTS: Takes Additional Steps to Streamline Operations
FASTNET CORP: Inks Pact to Sell All Assets to US LEC for $6.8MM
FEDERAL-MOGUL: Reaches Consensual Agreement on Chapter 11 Plan

FFP OPERATING: Section 341(a) Meeting to Convene on December 10
GAUNTLET ENERGY: Selling Seismic Assets & Methane Rights for $8MM
GAUNTLET ENERGY: Ketch Will Buy Bulk of Business for $44.6 Million
GENSCI ORTHOBIO.: Makes Initial Settlement Payment to Osteotech
GENUITY: Wants Go-Signal to Examine Verizon Under Rule 2004

GEORGETOWN STEEL: Seeks to Employ Regelbrugge as Business Broker
GILAT SATELLITE: Will Publish Third-Quarter Results on Nov. 13
GINGISS GROUP: Wants More Time to File Schedules and Statements
GLOBAL CROSSING: Inks Stipulation Rejecting Terminal Plaza Lease
GLOBAL CROSSING: Enhances IP Virtual Private Network Services

GLOBALSTAR L.P.: Proposes Uniform Asset Sale Procedures
GRASSLAKE HEALTHCARE: Voluntary Chapter 11 Case Summary
HAYES LEMMERZ: Resumes Operations at Huntington, Indiana, Facility
HEALTHSOUTH: Gets Notice of Technical Default from Bondholders
ICO INC: Terminates Rights Agreement with Harris Trust

INAMED INC: Board Declares 3-For-2 Reverse Stock Split
INTERLINE BRANDS: Sept. 26 Net Capital Deficit Widens to $256MM
INTERNATIONAL PAPER: Declares Dividend Payable on December 15
JAMES RIVER: General Claims Bar Date Set for November 17, 2003
KMART: Court Reclassifies Improper Debtor Claims Totaling $1.8BB

MIRANT CORP: NMWDA Seeks Relief from Stay to Use Cash Deposit
NEXTERA ENT.: Nasdaq Will Delist Shares from SmallCap Market
NRG ENERGY: Gets Court Clearance for AFCO Replacement Agreement
ONEIDA LTD: Lenders Waive Financial Covenants Until November 21
ORBITAL IMAGING: Bankr. Court Confirms Final Reorganization Plan

OWENS-ILLINOIS: Will Padlock Ontario Glass Container Facility
PEGASUS SATELLITE: Lenders Agree to Amend & Restate Credit Pact
PG&E NATIONAL: Noteholders' Committee Taps Shapiro as Co-Counsel
PHAR-MOR INC: Makes Second Distribution to Unsecured Creditors
POLAROID: Committee Asks Court to Disallow 7 Duplicate Claims

PROVANT INC: Enters Letter of Intent for Sale of Gov't Group
QWEST: Offering VoIP Services to Businesses in 12 Western States
RADIO UNICA: Earns Court Nod to Hire Trumbull as Claims Agent
REPUBLIC WESTERN: Fitch Withdraws Default-Level IFS Rating
RESTRUCTURE PETROLEUM: Case Summary & 40 Unsecured Creditors

ROUGE INDUSTRIES: Looks to Morgan Joseph for Financial Advice
SAN REMO 7128 CORPORATION: Voluntary Chapter 11 Case Summary
SEITEL DEVELOPMENT: Shareholders Can Propose Alternative Plan
SK GLOBAL: SK Corporation Board Approves SK Networks Compromise
SLMSOFT INC: Richter & Partners Appointed Receiver over Assets

SUPERIOR GALLERIES: Ability to Continue Operations Uncertain
TANGER FACTORY: Sells Casa Grande, Ariz. Property for $7 Million
TENET HEALTHCARE: Raises $430-Mill. from Sale of Six Hospitals
TRANSGLOBAL SERVICES: Malone & Bailey Airs Going Concern Doubt
TRIAD HOSPITALS: S&P Rates $450-Million Senior Sub. Notes at B

TRI-UNION DEVELOPMENT: Tapping Medleh Group as Notice Agents
TWINLAB CORP: Court Approves Twinlab Sale to IdeaSphere Inc.
UNIROYAL: Has Until November 25 to Make Lease-Related Decisions
UNITED AIRLINES: Names Martin C. White Senior VP of Marketing
UNITED AIRLINES: Wants Nod to Sell Hotwire Stake for $85 Million

U.S. WIRELESS DATA: Brascan Backs-Out of Equity Financing Deal
WACKENHUT CORRECTIONS: Look for Third-Quarter Results Tomorrow
WHEELING-PITTSBURGH: Seeks Resolution of Marubeni's $1.6MM Claim
WHITEHALL MACHINERY: Case Summary & Largest Unsecured Creditors
WORLDCOM INC: Turning to Huron Consulting for Financing Advice

W.R. GRACE: Pushing for Nod to Hire New Unidentified Pres. & COO
XOMA LTD: Exercises Option to Defer $40 Million Payment of Loan
ZYMETX INC: Bankruptcy Court Confirms Plan of Reorganization

* Meetings, Conferences and Seminars


ACTUANT CORP: Selling $100MM of Conv. Senior Sub. Debentures
Actuant Corporation (NYSE:ATU) intends to sell, subject to market
and other conditions, $100 million aggregate principal amount of
its Convertible Senior Subordinated Debentures due 2023 in a
private, unregistered offering to "qualified institutional
buyers," pursuant to Rule 144A under the Securities Act of 1933,
as amended.

Actuant intends to grant the initial purchasers a 13 day over-
allotment option to purchase up to an additional $25 million
aggregate principal amount of the Debentures. The Debentures will
be convertible into shares of Actuant's common stock, subject to
certain conditions.

Proceeds from the offering will be used to repay a portion of the
borrowings under the Company's senior credit facility and for
other general corporate purposes, which may include possible
repurchases of outstanding 13% Senior Subordinated Notes due 2009,
working capital and possible future acquisitions.

The Debentures to be offered and the shares of common stock
issuable upon their conversion have not been registered under the
Securities Act of 1933, and may not be offered or sold absent
registration or an applicable exemption from the registration
requirements of the Securities Act. This press release does not
constitute an offer to sell or the solicitation of an offer to buy
any of the Debentures or the shares of common stock issuable upon
conversion of the Debentures, and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offer,
solicitation or sale is unlawful.

Actuant Corporation's August 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $11.6 million.

ADVOCAT INC: Extends Deadline for Voting on DCMS Deal to Nov. 21
Advocat Inc. (Nasdaq: AVCA) extended the deadline for shareholders
to vote on the transaction to sell its wholly owned Canadian
subsidiary, Diversicare Canada Management Services Co., Inc. to
November 21, 2003. A majority of Advocat's shares outstanding were
neither voted to approve nor deny the transaction at the meeting

Shareholders cast the following votes as of Monday regarding the
DCMS transaction:

    Voting in Favor of the DCMS transaction:
       2,443,248 shares, or 44.5% of the outstanding shares.

    Voting Against the DCMS transaction:
       1,162,530 shares, or 21.2% of the outstanding shares.

    Abstaining from Voting:
       37,810 shares, or 0.7% of the outstanding shares.

The transaction requires a majority of the Company's 5,493,287
shares, or 2,746,644 shares, to approve the transaction.

"The deadline for voting on the sale of DCMS was extended so that
a majority of shares outstanding would have a voice in the
transaction," stated William R. Council, Chief Executive Officer.
"We intend to re-solicit votes from those shareholders that have
not voted on the transaction. Shareholders who have already voted
will also have the opportunity to change their vote until the
extended deadline of November 21st."

"The Company believes the shareholders should approve this
transaction in order to afford the Company the best chance to
continue the orderly repayment of creditors and the extension of
the January 2004 maturities of certain debt agreements," continued
Mr. Council. "In addition, the Company believes that this is an
opportune time to conclude a sale of DCMS due to the expiration of
certain significant leases and management contracts in the coming
months. The Company encourages all shareholders to exercise their
right to vote on this important issue."

If approved, Advocat would sell DCMS to DCMS Holding, Inc., a
privately-owned Ontario corporation, for $16.5 million Canadian
(approximately $12 million U.S. dollars). The transaction includes
14 nursing homes and 24 assisted living facilities in the Canadian
provinces of Ontario, British Columbia and Alberta operated by

Advocat has signed a definitive agreement to sell DCMS pending
shareholder and regulatory approval. Under terms of the agreement,
the purchaser has deposited $1 million Canadian in escrow and
Advocat will receive the deposit and $7.5 million Canadian at
closing plus a note for $8.0 million Canadian payable over five
years. The proceeds from the transaction will be used to pay down
debt under Advocat's bank credit facility.

Advocat Inc. -- whose June 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $43 million -- provides
long-term care services to nursing home patients and residents of
assisted living facilities in 9 states, primarily in the
Southeast, and three provinces in Canada.

For additional information about the Company, visit Advocat's Web

AEROGEN INC: Closes 2nd Debenture & Warrant Private Offering
Aerogen, Inc. (Nasdaq: AEGN) closed Monday the second round of a
two-round convertible debt financing, which has resulted in
aggregate gross proceeds to Aerogen of approximately $1,950,000
from SF Capital Partners, Ltd.  

The first $950,000 of the investment was made on September 11,
2003; and the remaining investment of $1,000,000 closed Monday
following stockholder approval obtained last week.

Under the terms of Monday's investment, SF Capital has purchased a
secured convertible debenture with a face amount of $1,000,000
that bears interest at a rate of 10% per annum and is due March 1,
2004, at a conversion price of $3.28 per share.  If converted, the
principal amount of the debenture would result in the issuance of
304,878 shares of common stock.  SF Capital has also received a
four-year warrant to purchase up to 152,439 shares of common stock
at an exercise price of $3.28 per share.

"Now that our near-term cash position has been further
strengthened, we can intensify our focus on securing the
additional resources vital to the Company's commitment to develop
important new therapeutics that maximize shareholder value," said
Dr. Jane E. Shaw, Aerogen Chairman and Chief Executive Officer.

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

                           *   *   *

           Liquidity and Going Concern Uncertainty

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

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

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

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

AGERE SYSTEMS: Names John Cummins New Vice President for China
Agere Systems (NYSE: AGR.A, AGR.B) has appointed one of its sales
leaders, John Cummins, as vice president, Agere Systems, China.  

In this newly created position, Cummins will spearhead the
company's efforts to address growth opportunities and strengthen
customer relationships in China, which represents an increasingly
important market for Agere.

Cummins will be based in Shanghai, China, and will report to Ahmed
Nawaz, executive vice president, worldwide sales for Agere.
Cummins and his team complement the strong presence that Agere
already has in the Asia/Pacific region. The company has assembly
and test facilities in Singapore and Bangkok, Thailand; a joint
venture with Chartered Semiconductor in Singapore; design
centers in Bangalore, India, Shanghai and Singapore; and sales
offices across the region. Agere also recently established a new
technical support center in Shanghai specifically to customize
mobile handset solutions for the growing Asian marketplace and
provide related hardware, software and systems support to
customers within the region. In addition, the company has
established a design center in Australia to develop new solutions
for the growing 3G handset market. Many of Agere's major
networking equipment, mobile terminal and PC customers are located
in China and the Asia/Pacific region.

"With the continued customer momentum and growth opportunities in
China, we felt it was the right time to sharpen our focus on this
market and dedicate resources to building Agere's presence in
China," said Nawaz. "John has an excellent track record of forging
deep customer relationships, and has solid sales, marketing,
applications and business development experience, crucial to
our success in the dynamic China market. He will work very closely
with the rest of our Asia/Pacific sales and marketing team as we
look to expand our relationships with key customers in this
important region."

Cummins joined Agere in October 2000 through the acquisition of
Texas-based Agere Inc., where he served as director, Sales.
Cummins has nearly 20 years' experience in semiconductor sales and
marketing, including key positions at Sun Microsystems and Cypress
Semiconductor.  Cummins holds a BSEE degree from California
Polytechnic State University and an MBA from University of

Agere Systems, whose $220 million Convertible Notes are rated by
Standard & Poor's at 'B', is a premier provider of advanced
integrated circuit solutions that access, move and store network
information. Agere's access portfolio enables seamless network
access and Internet connectivity through its industry-leading
WiFi/802.11 solutions for wireless LANs and computing
applications, as well as its GPRS offering for data-capable
cellular phones. The company also provides custom and standard
multi-service networking solutions, such as broadband Ethernet-
over-SONET/SDH components and wireless infrastructure chips, to
move information across metro, access and enterprise networks.
Agere is the market leader in providing integrated circuits such
as read-channel chips, preamplifiers and system-on-a-chip
solutions for high-density storage applications. Agere's
customers include the leading PC manufacturers, wireless
terminal providers, network equipment suppliers and hard-disk
drive providers.  More information about Agere Systems is
available from its Web site at

AIR CANADA: Expects 10-Year Pension Plan Deferred Payments
In a letter dated October 16, 2003 to the Office of the
Superintendent of Financial Institutions Canada, Calin Rovinescu,
Air Canada Chief Restructuring Officer, expressed concerns over
the proposed changes to the Pension Benefit Standards Regulation,
1985, which would bring into effect the immediate full funding
for all federally regulated pension plans on plan termination.  
Mr. Rovinescu hopes for an amendment to the Pension Benefits
Standards Regulations, 1985 to provide for funding relief with
respect to employers under Companies' Creditors Arrangement Act,
R.S.C. 1985 or Part III of the Bankruptcy and Insolvency Act.

OSFI Superintendent Nicholas Le Pan, in his reply letter on
October 21, 2003, advises Mr. Rovinescu that any decision with
respect to implementation would consider the effect on all
federally registered pension plans.  As such, the proposed
regulation change, like any other, would go through the necessary
consultation procedure before implementation.  Mr. Le Pan
believes that a consultative process on the full funding
regulation would unlikely be completed and the regulation in
force by January 1, 2004.

With respect to an inclusion of a full funding provision as part
of the regulation that would allow for 10-year funding of plan
solvency deficiency, any decision on the proposed amendments to
the regulations lies with the Cabinet on the recommendation of
the Minister of Finance.  It is, however, expected that the
Department of Finance, in making a recommendation to the Minister
of Finance, will look to the OSFI for its views on the proposed
changes, Mr. Le Pan notes.

The OSFI believes that providing funding relief increases the
risks to pension plan members and other beneficiaries.  In
assessing whether or not the OSFI would support a funding relief
regulation, Mr. Le Pan relates that the OSFI has looked at
various options for downside protection to plan members and other
beneficiaries, one of which is the application of the proposed
full funding regulation in respect of pension plans where the
employer has elected to take funding relief.

For the OSFI to make an informed opinion on appropriate downside
protection, Mr. Le Pan indicates that it is necessary that the
OSFI has access to information that may impact on the
realizability of any claims that may arise on plan termination
and ultimately jeopardize the pension plans.  Mr. Le Pan points
out that a specific request was made to Air Canada in August 2003
to have access to its agreements with GE Capital as well as the
collateral analysis.  Numerous requests were also made in the
ensuing months to both Air Canada and the Monitor but to no

"The timely provision of this information will be of great
importance on this matter," Mr. Le Pan says.

Air Canada, in July 2003, warned that, upon emerging from CCAA,
it may possibly fund its pension plans based on a going concern
basis only, for a period of three years ending on January 1,
2006.  Thereafter, Air Canada expects that any solvency deficit
would become payable over a 10-year period.  Under this proposal,
contributions would resume immediately for all plans retroactive
to January 1, 2003.  Air Canada proposed the preliminary
amendments at a July 22, 2003 meeting with the OSFI, the
Department of Finance and various organized labor and non-
unionized groups.

                    Principles for a Proposal
                  Providing For Funding Relief

In a correspondence dated October 23, 2003, Carol Taraschuk, OSFI
Legal Services counsel, says that the OSFI is prepared to propose
an amendment to the Pension Benefits Standards Regulations, 1985
to provide for funding relief.  To propose a change, Ms.
Taraschuk states that the OSFI must be provided with a funding
proposal submitted jointly by the employer and the appropriate
representatives of the various plan beneficiaries.  The OSFI
would also need to be satisfied that a proposal addresses these

   (1) Regulations concerning funding of pension plans under the
       Pension Benefits Standards Act, 1985 can only be made on a
       plan by plan basis.

   (2) Payments to eliminate a solvency deficiency may be made
       over a maximum period of ten years.  A flexible payment
       schedule may be agreed upon provided that there is some
       control that would prevent a substantial amount of the
       payments being made in the last half of any payment
       schedule -- for example, for a payment schedule to be
       acceptable, at least 40% of the payments that would be
       made over a 10-year schedule, based on equal annual
       payments, would have to be made in the first half of a
       10-year schedule.  Valuations must be prepared on a basis
       consistent with the methodology previously employed by Air
       Canada e.g. non-smoothed basis.

   (3) New solvency deficiencies that arise after exiting CCAA,
       that is, identified in valuation reports filed subsequent
       to the first report identifying the solvency deficiency to
       which funding relief is applicable, will be funded in
       accordance with the current funding regulations, that is,
       five years.

   (4) There must be an informed buy in by the various classes of
       plan beneficiaries.  Consent will be required from each
       class of plan beneficiaries -- example, actives as one
       class and retirees and other beneficiaries as another.
       The unions and court-appointed representatives may consent
       on behalf of their constituents.  All plan beneficiaries
       should be provided with sufficient and adequate
       information concerning the risks associated with the
       election of funding relief by an employer.  Consideration
       should be given to the consent levels required under
       Section 9.2 of the PBSA, 1985 -- two-thirds consent of
       members and two-thirds consent of other beneficiaries.

   (5) Downside Protection.  Given the present economic
       environment, a requirement to fully fund deficiencies on
       plan termination will not be implemented until wider
       consultation is undertaken.  However, since funding relief
       will increase the risk of loss to the plan beneficiaries,
       acceptable downside protection must be provided.  Downside
       protection may include, among other things, any or all of:

       (a) On termination of a plan, the employer will fund up to
           the initial solvency ratio, that is, the solvency
           ratio as at the date the solvency deficiency to which
           the funding relief would apply was identified;

       (b) If a plan is terminated or most of the active members
           are terminated -- that is, most of the remaining
           liabilities of the plan are in respect of retirees'
           interests -- adequate payments will continue in
           accordance with the payment schedule until the
           solvency deficiency is eliminated on a plan by plan

       (c) Surplus withdrawals will not be permitted where there
           are solvency deficiencies in other plans or the
           solvency ratio is below a prescribed amount;

       (d) Top up to initial solvency ratio while the plan is
           ongoing in respect of the retirees' benefits; and

       (e) Amounts owing will be accrued on a five-year basis but
           be payable over 10 years.

   (6) Opting out of the funding relief by the employer must not
       result in the re-amortization of deficiencies over a
       longer period.  If an employer opts out of the funding
       relief with within years remaining in the payment
       schedule, the deficiency would not be re-amortized over
       five years.

   (7) Some control over benefit improvements when the plan still
       has a significant deficiency.

   (8) Deemed trust and compliance with regulations and
       directions -- Provisions recognizing deemed trusts and
       requiring compliance are contained in the Act and cannot
       be contracted out of.  The OSFI is open to discuss any
       proposal to satisfy the directions issued before Air
       Canada's filing under CCAA.

            Air Canada Meets With Pension Stakeholders

On October 27, 2003, Air Canada met with its pension stakeholder
representatives -- ACPA, CALDA, CAW, CUPE, IAMAW, non-unionized
employees and all retirees -- to present a revised funding
proposal for the current approximate $1,500,000,000 pension
deficit.  The revised proposal, based on a 10-year repayment
schedule, would maintain benefits as they currently exist.  At
that meeting, which was also attended by creditors, bondholders,
representatives from General Electric Capital Aviation Services,
the Office of the Superintendent of Financial Institutions, the
Ministry of Finance, the Monitor and various financial and legal
advisors, Air Canada reiterated its commitment to the
preservation of existing defined benefits for beneficiaries.  
Creditors and bondholders expressed their dissatisfaction with
proposals previously made by union representatives as well as the
original framework document prepared by OSFI.

Air Canada asked all stakeholders, including the beneficiary
representatives and OSFI, to provide Air Canada with their views
on the company's revised proposal by October 31, 2003. (Air Canada
Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

AMERICA WEST AIRLINES: Kicks-Off Proposed 2004 Growth Plan
America West Airlines (NYSE: AWA), the nation's second largest
low-fare airline, is kicking off its 2004 growth plan.  

America West is adding roundtrip flights between nine existing
West Coast cities and Las Vegas.  With these new flights, which
are listed below, America West will offer 100 daily departures
to 41 destinations from its Las Vegas hub.  The Las Vegas growth
will be accomplished through increased fleet utilization.

"By eliminating long aircraft ground times, we've been able to
introduce an additional roundtrip flight between these nine West
Coast destinations and Las Vegas without incurring the expense of
additional aircraft," said Dion Flannery, vice president,
scheduling, route planning and distribution. "America West
customers can now enjoy new, nonstop daytime flights to Las Vegas,
one of the most popular destinations in the country, and benefit
from the convenience of additional opportunities to connect to
many other America West destinations."

America West Airlines' second and third quarter profitability
positions the airline to increase its mainline capacity (available
seat miles) by approximately 10 percent by the fourth quarter of
2004.  America West is adding flights because of growing customer
demand for quality air service, business-friendly fares and
flexible ticketing policies, including no Saturday night stay
requirements.  The growth will occur through increased fleet
utilization and additional aircraft.  The airline currently has
plans to receive two Airbus aircraft in the fourth quarter of 2004
and is exploring the most efficient means of additional fleet

In addition to the nine new Las Vegas flights, America West has
implemented other expansion opportunities including new point-to-
point service.  America West recently initiated new nonstop
transcontinental service between New York/JFK and Boston Logan
International Airport on the East Coast and Los Angeles
International Airport on the West Coast.  Flights between JFK and
San Francisco will begin Dec. 19, and flights between Boston and
San Francisco will begin March 1, 2004.

Founded in 1983 and proudly celebrating its 20-year anniversary in
2003, America West Airlines (S&P, B Long-Term Corporate Credit
Rating, Stable Outlook) is the nation's second largest low-fare
airline and the only carrier formed since deregulation to achieve
major airline status. America West's 13,000 employees serve nearly
55,000 customers a day in 92 destinations in the U.S., Canada and

AMERICAN AIRLINES: Traffic Slides-Down 1.7% in October 2003
American Airlines, the world's largest carrier, reported a monthly
load factor of 70.2 percent, an increase of 1.7 points compared to
last year.  Year-over-year gains were achieved in both domestic
and international markets, with a load factor increase of 2.2
points in domestic markets and 0.3 points in international

For the month, overall capacity declined 4.1 percent year over
year, yet traffic fell by a much smaller 1.7 percent.  Domestic
traffic was down 3.5 percent on a 6.6 percent capacity reduction.  
In international markets, October traffic increased 3.0 percent on
a year-over-year capacity increase of 2.5 percent.

American boarded 7.3 million passengers in October.
Current AMR Corp. (NYSE: AMR) news releases can be accessed via
the Internet by visiting its Web site at

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

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

AMERICAN TOWER: Unit Prices Senior Subordinated Note Offering
American Tower Corporation (NYSE: AMT) (S&P, B- Corporate Credit
Rating, Stable Outlook) announced that American Towers, Inc., its
wholly owned subsidiary, has agreed to sell $400.0 million
principal amount of 7.25% senior subordinated notes due 2011 of in
an institutional private placement, as previously announced.

The notes were priced at par and the aggregate net proceeds to the
Company are expected to be approximately $389.3 million. The
company intends to use the net proceeds to repay indebtedness
under its credit facilities and is currently seeking an amendment
to its credit facilities to permit the issuance of the notes. The
closing is expected to occur on or about November 18, 2003 and is
subject to the consent of the lenders under the credit facilities
and customary closing conditions.

The notes have not been registered under the Securities Act of
1933, as amended, or any state securities laws, and are being
offered only to qualified institutional buyers in reliance on Rule
144A under the Securities Act. Unless so registered, the notes may
not be offered or sold in the United States except pursuant to an
exemption from registration requirements of the Securities Act and
applicable state securities laws.

AMERICANA PUBLISHING: Capital Deficits Raise Going Concern Doubt
During the year ended December 31, 2002 and the three months ended
March 31, 2003, Americana Publishing Inc. incurred losses of
$2,615,518 and $269,510, respectively.  In addition, as of
March 31, 2003, its total current liabilities exceeded its current
assets by $2,777,479, and its shareholders' deficit was
$2,478,218.  These factors, among others, raise substantial doubt
about its ability to continue as a going concern.

The Company has historically financed its operation1s through the
sale of common stock.  The proceeds were used for start-up
activities including website development as well as other start-up
activities.  The Company's revenues have averaged $53,404 per
month for 2002. This revenue has not been adequate to cover
current monthly cash expenditures thus requiring the Company to
raise additional capital infusions to support operations.  
Currently management believes revenues will increase to adequate
levels to support cash expenditures.  In addition management has
implemented a plan to lower cash expenditures and is actively
pursuing  additional capital infusions.  There is no assurance
that adequate revenues will be achieved to support operations,
however, management believes it will be able to raise additional  
capital, lower cash expenditures or a combination of both to
maintain operations for the next twelve months.

The Company will require future financing in various forms. The
Company proposes to finance  working capital timing differences
with an asset-based line of credit.  Capital improvements should
be financed by intermediate-term debt. The Company is not in
possession of any  commercial bank commitment letters or a letter
of intent from a capable underwriter at this time.

AMKOR TECHNOLOGY: Proposes 7-Million Share Public Offering
Amkor Technology, Inc. (Nasdaq: AMKR) plans to offer 7,000,000
shares of its common stock in a public offering.  

The company has also provided the underwriters of the proposed
offering an option to purchase an additional 1,050,000 shares to
cover over-allotments.  The net proceeds from this offering will
be used for the repayment or repurchase of a portion of the
indebtedness outstanding under one or more of our bank loans,
senior notes, subordinated notes, convertible notes and/or other

The offering is being made through an underwriting syndicate in
which Citigroup Global Markets Inc. will act as the sole
bookrunning manager, and Citigroup, Deutsche Bank Securities and
J.P. Morgan Securities Inc. will act as joint lead managers.  
Bear, Stearns & Co. Inc. will act as co-manager. Printed copies of
the preliminary prospectus relating to the offering may be
obtained by contacting Citigroup Global Markets Inc., 388
Greenwich Street, New York, NY 10013.

Amkor Technology, Inc. (S&P, B Corporate Credit and Senior Debt
Ratings, Stable) is the world's largest provider of contract
semiconductor assembly and test services.  The company offers
semiconductor companies and electronics OEMs a complete set of
microelectronic design and manufacturing services.  More
information on Amkor is available from the company's SEC filings
and on Amkor's Web site:

ANCHOR GLASS: Posts $4.2-Mil. Net Loss on $193-Mil. Net Sales
Anchor Glass Container Corporation (NASDAQ: AGCC) reported
financial results for its third quarter and nine months ended
September 30, 2003.

For the third quarter of 2003, net sales increased 7.3 percent to
$193.5 million, from $180.4 million in the prior year, driven by a
7 percent gain in unit shipments. Net loss for the quarter was
$4.2 million while EBITDA totaled $27.0 million, a 6.3 percent
improvement from $25.4 million reported in the 2002 period.

The improvement in sales was primarily due to the increase in
shipping volumes while EBITDA performance was driven by the
improvement in sales, continued improvements in manufacturing
productivity and the elimination of rent expense associated with
operating leases bought out in the first quarter of 2003. These
positive EBITDA factors were partially offset by increased natural
gas costs and downtime costs associated with capital improvement
initiatives at Anchor's Warner Robins, Georgia facility.

"This was an exciting quarter for Anchor. The business is strong,
reflected by an increase in sales during the quarter. We continued
to strengthen our balance sheet and liquidity position by issuing
an additional $50 million of notes and completing our initial
public offering," said Richard M. Deneau, president and chief
executive officer. "While our investment in plant upgrades
adversely impacted our results for the quarter, we're confident
that these initiatives will strengthen our long-term productivity.
This, along with our strong order book for next year, will help us
achieve our targeted results in 2004."

For the first nine months of 2003, net sales declined 2.8 percent
to $542.8 million from $558.7 million in the prior year. EBITDA
declined slightly to $75.1 million from $75.9 million in the prior
year. These results reflected soft demand across the industry in
the first half of 2003, as well as increased natural gas costs and
downtime expenses for capital improvement projects at two of the
Company's facilities. These costs were partially offset by
productivity gains, pricing improvements and reduced rent expenses
as described earlier.

"Sales for the Company and the industry were adversely affected in
the first half of 2003 due to harsh weather conditions, military
action in Iraq and the general softness in the economy. We are
pleased to have that all behind us, and that we have returned to
year-over-year sales increases," said Deneau.


On September 30, 2003, Anchor consummated an initial public
offering of 7,500,000 shares of its common stock, par value $.10
per share, at the initial public offering price of $16.00 per
share. The Company received net proceeds from the offering of
approximately $127.8 million, including the sale on October 14,
2003 of an additional 1,125,000 shares following the exercise of
the over-allotment option. A portion of the proceeds was used to
redeem all of Anchor's Series C Redeemable Preferred Stock.

                     Balance Sheet Restatement

Anchor will restate the balance sheets in its 10-K report for 2002
and its 10-Q reports for the first two quarters of 2003 to reflect
the change in classification of its Series C Redeemable Preferred
Stock, which is no longer outstanding, to outside of permanent
equity. The balance sheet restatement will have no effect on the
Company's statement of operations, earnings per share, assets or
cash flows for any periods. Total liabilities will be reduced to
reflect the change in classification of accrued dividends from
liabilities to part of the Series C Redeemable Preferred Stock.
Because of the prior redemption of the Series C Preferred Stock,
the change in classification has no impact on the Company's
balance sheet as of September 30, 2003.

                        Dividend Declared

The Board of Directors of Anchor declared its first quarterly
dividend of $0.04 per share of its common stock. The dividend is
payable December 15, 2003 to stockholders of record at the close
of business on December 1, 2003.

Anchor Glass Container Corporation (S&P, B+ Corporate Credit
Rating, Stable Outlook) is the third largest manufacturer of glass
containers in the United States. It has nine strategically located
facilities where it produces a diverse line of flint (clear),
amber, green and other colored glass containers for the beer,
beverage, food, liquor and flavored alcoholic beverage markets.

AURORA FOODS: Sept. 30 Net Capital Deficit Burgeons to $91 Mill.
Aurora Foods Inc. (OTC Bulletin Board: AURF), a producer and
marketer of leading food brands, announced results for the third
quarter ended September 30, 2003.

Aurora's net loss for the third quarter 2003 was $12.7 million, or
$0.17 per share, compared with a net loss the previous years'
third quarter of $5.8 million, or $0.08 per share. The third
quarter 2003 net loss included pre-tax charges of $6.6 million in
financial restructuring costs and $3.2 million of excess leverage
fees. Third quarter 2002 net loss included pre-tax charges of $5.7
million related to the value of derivatives and a positive
adjustment of $2.5 million related to the reduction of warrants
previously issued.

Aurora's net sales in the third quarter 2003 were $170.0 million
versus $181.3 million in the third quarter 2002.

Aurora's September 30, 2003 balance sheet shows a working capital
deficit of about $1 billion, and a total shareholders' equity
deficit of about $91 million.

              Use of Non-GAAP Financial Measures

In an effort to provide investors with additional information
regarding the Company's results as determined by generally
accepted accounting principles (GAAP), the Company also discloses
certain non-GAAP financial measures within the meaning of
Regulation G under the federal securities laws, including EBITDA.
Management believes this information is of interest to investors
and facilitates more useful period-to-period comparisons of the
Company's financial results. Pursuant to the requirements of
Regulation G, the Company has attached a reconciliation of the
non-GAAP financial measures to the most directly comparable GAAP
financial measures.

Aurora Foods Inc., based in St. Louis, Missouri, is a producer and
marketer of leading food brands, including Duncan Hines(R) baking
mixes; Log Cabin(R), Mrs. Butterworth's(R) and Country Kitchen(R)
syrups; Lender's(R) bagels; Van de Kamp's(R) and Mrs. Paul's(R)
frozen seafood; Aunt Jemima(R) frozen breakfast products;
Celeste(R) frozen pizza and Chef's Choice(R) skillet meals. More
information about Aurora may be found on the Company's Web site at  

BALTIMORE MARINE: Michael Fox Will Auction-off Estate Today
By Order of the U.S. Bankruptcy Court for the District of
Maryland, the ship building and ship repair facility and machinery
of Baltimore Marine Industries, will be auctioned-off by Michael
Fox International as a complete shipyard or on a piecemeal basis
today at 9:00 a.m. EST.

Located at 600 Shipyard Road, the property consists of
approximately 250 acres with one mile of waterfront and contains
numerous buildings, a VLCC-capable drydock, and a Panamax floating
dock.  The estate also has a view of the Harbor to the Key Bridge.
In addition to the real estate, the sale will include shipyard
machinery and equipment.

Baltimore Marine Industries, Inc.'s main line of business is ship
repair.  The Company filed for chapter 11 relief on June 11, 2003
(Bankr. Md. Case No. 03-80215).  Martin T. Fletcher, Esq., Cameron
J. Macdonald, Esq., and Dennis J. Shaffer, Esq., at Whiteford
Taylor & Preston L.L.P., represent the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed estimated debts and assets of over $10
million each.

BUDGET GROUP: Lease Decision Period Stretched Until Dec. 1, 2003
Budget Group Inc., and its debtor-affiliates obtained from the
U.S. Bankruptcy Court another 60-day extension of the period
within which they may elect to assume or reject all of their
remaining unexpired leases pursuant to Section 365(d)(4)3 of the
Bankruptcy Code.  Specifically, the Debtors' Lease Decision Period
is extended through and including December 1, 2003. (Budget Group
Bankruptcy News, Issue No. 28; Bankruptcy Creditors' Service,
Inc., 609/392-0900)    

BURLINGTON IND.: Court Confirms First Amended Chapter 11 Plan
The Burlington Industries Debtors present these modifications to
their First Amended Joint Plan of Reorganization:

A. Section I.A.112

   "Released Parties" means parties serving on or after the
   Petition Date.

B. Section IV.B.6.a

   The BII Distribution Trust is additionally empowered to close
   or dismiss applicable Reorganization Cases, as appropriate.

C. Section IV. B.6.b

   The Distribution Trust Representative will also have the
   authority to close or dismiss the applicable Reorganization

D. Section IV.B.6.g

   The BII Distribution Trust Agreement will provide that the
   termination will occur no later than three years after the
   Effective Date, unless the Bankruptcy Court will approve an
   extension based upon a finding that the extension is necessary
   for the BII Distribution Trust to complete its claims
   resolution and liquidating purpose.

E. Section V.E.1.b

   The obligations of each Debtor to indemnify any person who, at
   any time prior to the Effective Date, served as a director,
   officer or employee of the Debtor, which indemnify obligation
   arose by reason of the person's service in any capacity or as
   a director, officer or employee of another corporation,    
   partnership or other legal entity, whether provided in the
   applicable certificates of incorporation, by-laws, or similar
   constituent documents, by statutory law or by written
   agreement, policies or procedures of or with the Debtor, will
   terminate and be discharged pursuant to Section 502(e) and
   1141 of the Bankruptcy Code, or otherwise, as of the Effective
   Date and upon the purchase of the insurance described in
   Section V.E.1.a.

F. Section VI.E.1.

   The Unsecured Claims Reserve will remain in full force and
   effect for three years from the Effective Date.

G. Section VII.A.2.

   Notwithstanding anything to the contrary in the Plan, the U.S.
   Trustee may file and prosecute objections to any Fee Claims
   Filed by a Professional for services rendered prior to the
   Effective Date.

These sections are also added to the Plan:

A. Section IV.D.3.e

   No Nondebtor Release from liability to the United States

   Notwithstanding any language to the contrary contained in the
   Disclosure Statement, Plan, and Confirmation Order, no
   provision will release any nondebtor, including any officer
   and director of the Debtors and any nondebtor included in the
   Released Parties, from liability to the United States of
   America and any of its agencies, including the SEC, in
   connection with any civil or criminal action brought by the
   governmental unit against the person.

B. Section IV.D.3.f

   Reservation of the United States Environmental Protection

   Nothing in the Plan or the Confirmation Order will limit any
   entity's liabilities to a governmental unit under applicable
   police and regulatory statutes or regulations as an owner or
   operator of property after the Effective Date.  Nothing in the
   Plan or the Confirmation Order will release, discharge or
   preclude any claim or remedy of the U.S. Environmental
   Protection Agency or any state environmental agency that is
   not within the definition of a Claim as of the Effective Date.  
   Any Claim held by the U.S. EPA or any state environmental
   agency on or before the Effective Date is subject in all
   respects to the terms of the Plan and the Confirmation Order,
   provided, however, that nothing in this sentence abrogates the
   first sentence.  Moreover, any and all rights, remedies and
   defenses of the Debtors, the Reorganized Debtors, the Estates
   and any other entity under applicable environmental laws in
   connection with the foregoing are specifically reserved and
   unaffected by the Plan and the Confirmation Order.

The Court finds and concludes that the Debtors' First Amended
Plan of Reorganization complies with the standards for
confirmation under Section 1129 of the Bankruptcy Code:

A. Section 1129(a)(1):  The Plan complies with each applicable
   provision of the Bankruptcy Code.

   In particular, the Plan complies with the requirements of
   Sections 1122 and 1123:

      * In accordance with Section 1122(a), Article II of the
        Plan classifies each Claim against and Interest in the
        Debtors into a class containing only substantially
        similar Claims or Interests;

      * In accordance with Section 1123(a)(1), Article II of the
        Plan properly classifies all Claims and Interests that
        require classification;

      * In accordance with Section 1123(a)(2), Article III of the
        Plan properly identifies and describes each class of
        Claims that is unimpaired by the Plan;

      * In accordance with Section 1123(a)(3), Article III of the
        Plan properly identifies and describes the treatment of
        each impaired class of Claims or Interests;

      * In accordance with Section 1123(a)(4), the Plan provides
        the same treatment for each Claim or Interest in a
        particular class unless the holder of the Claim or
        Interest agrees to less favorable treatment;

      * In accordance with Section 1123(a)(5), the Plan,
        including Article IV of the Plan, provides adequate means
        for its implementation;

      * In accordance with Section 1123(a)(6), the Reorganized
        Debtors' charters, bylaws or similar constituent
        documents contain provisions prohibiting the issuance of
        non-voting equity securities and provide for the
        appropriate distribution of voting power among all
        classes of equity securities authorized for issuance; and
      * In accordance with Section 1123(a)(7), the provisions of
        the Plan and Reorganized Debtors' charter, bylaws or
        similar constituent documents regarding the manner of
        selection of officers and directors of Reorganized
        Debtors are consistent with the interests of creditors
        and equity security holders and with public policy.

B. Section 1129(a)(2):  The Debtors have complied with all
   applicable provisions of the Bankruptcy Code.

   In particular, the Plan complies with the requirements of
   Sections 1125 and 1126:

      * On September 12, 2003, the Debtors, through their
        solicitation and balloting agent, Logan & Company, Inc.
        caused to be transmitted to the Interested Parties copies

           -- the Confirmation Hearing Notice;

           -- the Disclosure Statement;

           -- the solicitation letters of the Debtors and the
              Creditors' Committee; and

           -- with respect to holders of Claims in Classes that
              were entitled to vote to accept or reject the Plan,
              an appropriate form of Ballot and return envelope.

      * On September 26, 2003, the Debtors, through Logan, caused
        a copy of the Confirmation Notice to be published in the
        national editions of The Wall Street Journal and The New
        York Times, in accordance with the Solicitation
        Procedures Order;

      * On September 30, 2003, the Debtors filed the exhibits to
        the Plan and the Plan Supplement and made these documents
        available on the Document Website;

      * The Confirmation Hearing Notice provided due and proper
        notice of the Hearing and all relevant dates, deadlines,
        procedures and other information relating to the Plan and
        the solicitation of votes, including the Voting Deadline,
        the Objection Deadline, the time, date and place of the

      * All Persons entitled to receive notice of the Disclosure  
        Statement, the Plan and the Hearing have received proper,
        timely and adequate notice in accordance with the
        Solicitation Procedures Order, applicable provisions of
        the Bankruptcy Code and the Bankruptcy Rules and have had
        an opportunity to appear and be heard;

      * Votes with respect to the Plan were solicited in good
        faith and in a manner consistent with the Bankruptcy
        Code, the Bankruptcy Rules and the Solicitation
        Procedures Order, including the inclusion of letters from
        the Debtors and the Creditors' Committee recommending
        acceptance of the Plan in the Solicitation Packages.  The
        Debtors, the Reorganized Debtors and their directors,
        officers, employees and professionals, acting in their
        capacity; the DIP Lenders and the Prepetition Lenders;
        and the Creditors' Committee, its members and each of
        their directors, officers, employees, agents, members and
        professionals, acting in their capacity, have acted in
        "good faith," within the meaning of Section 1125(e);

      * The Plan was voted on by all classes of impaired Claims
        that were entitled to vote pursuant to the Bankruptcy
        Code, the Bankruptcy Rules and the Solicitation
        Procedures Order;

      * Logan has made a final determination of the validity of,
        and tabulation with respect to, all acceptances and
        rejections of the Plan by holders of Claims entitled to
        vote on the Plan, including the amount and number of
        accepting and rejecting Claims in Classes 3, 4 and 5
        under the Plan;

      * Each of Classes 3, 4 and 5 have accepted the Plan by at
        least two-thirds in amount and a majority in number of
        the Claims in the Classes actually voting; and

      * The determination of Logan with respect to the voting on
        the Plan validly and correctly sets forth the tabulation
        of votes, as required by the Bankruptcy Code, Bankruptcy
        Rules and the Solicitation Procedures Order.

C. Section 1129(a)(3):  The Plan is the result of extensive
   arm's-length negotiations and reflects substantial input from
   the principal constituencies having an interest in the
   Debtors' Reorganization Cases and, as evidenced by the
   overwhelming acceptance of the Plan, achieves the goal of
   consensual reorganization embodied by the Bankruptcy Code.

D. Section 1129(a)(4):  No payment for services or costs in
   connection with the Reorganization Cases or the Plan has been
   made by a Debtor other than payments that have been authorized
   by order of the Bankruptcy Court.

E. Section 1129(a)(5):  The Debtors disclosed that, on the
   Effective Date, the Distribution Trust Representative will
   become the sole director and officer of any Reorganized Debtor
   whose New Common Stock or New Subsidiary Equity Interests are
   issued to the BII Distribution Trust.

F. Section 1129(a)(6):  The Plan does not provide for any changes
   in rates that require regulatory approval of any governmental

G. Section 1129(a)(7):  Each holder of an impaired Claim or
   Interest that has not accepted the Plan will, on account of
   the Claim or Interest, receive or retain property under the
   Plan having a value, as of the Effective Date, that is not
   less than the amount that the holder would receive or retain
   if the Debtors were liquidated under Chapter 7 of the
   Bankruptcy Code.

H. Section 1129(a)(8):  The Plan has not been accepted by all
   impaired classes of Claims and Interests because holders of
   Claims or Interests in Classes 6, 7 and 8 are not receiving or
   retaining any property under the Plan and, therefore, are
   deemed to have rejected the Plan.  Nevertheless, the Plan is
   confirmable because it satisfies Section 1129(b)(1) with
   respect to the non-accepting classes of Claims and Interests.

I. Section 1129(a)(9):  The Plan provides treatment for
   Administrative Claims, Priority Tax Claims and Priority

J. Section 1129(a)(10):  The Plan has been accepted by all
   classes of impaired Claims that are entitled to vote on the
   Plan, including Classes 3, 4 and 5, determined without
   including any acceptance of the Plan by any insider.

K. Section 1129(a)(11): Confirmation of the Plan is not likely to
   be followed by the liquidation or the need for the further
   financial reorganization of the Debtors.

L. Section 1129(a)(12):  The Plan provides for the payment of all
   fees payable under Section 1930 of the Judicial Procedures
   Code by the Debtors on the Effective Date or as soon as
   practicable.  After the Effective Date and until the
   Reorganization Cases are closed, converted or dismissed, the
   Plan provides for the payment of all the fees as they become
   due and payable.

M. Section 1129(a)(13):  There are no retiree benefits to be
   continued by the Debtors as to any current or former
   employees.  Thus, Section 1129(a)(13) is inapplicable to the
   Reorganization Cases.

Accordingly, Judge Newsome confirmed the Debtors' First Amended
Joint Plan of Reorganization on October 30, 2003.  The Court also
overruled any objections or responses to the confirmation of the
Plan and reservations of rights that have not been withdrawn,
waived or settled.

Furthermore, Judge Newsome approved:

   (a) the modifications to the Plan;

   (b) the settlements under the Plan in all respects;

   (c) the Plan Releases in their entirety;

   (d) the Plan discharge provision and the termination of

   (e) the release and discharge of Liens provisions;

   (f) the implementation of the WLR Purchase Agreement;

   (g) the creation and implementation of the BII Distribution
       Trust, the execution and terms of the BII Distribution
       Trust Agreement, and the appointment and authority of the
       Distribution Trust Representative;

   (h) the provisions regarding Executory Contracts and Unexpired
       Leases; and

   (i) the substantive consolidation of the Debtors solely for
       the purpose of implementing the Plan. (Burlington
       Bankruptcy News, Issue No. 42; Bankruptcy Creditors'
       Service, Inc., 609/392-0900)   

CAMBRIDGE RESEARCH: Case Summary & 20 Largest Unsecured Creditors
Debtor: Cambridge Research Associates, Inc.
        Space 1430 Spring Hill Road
        Suite 200
        McLean, Virginia 22102

Bankruptcy Case No.: 03-14952

Type of Business: The Debtor provides technology consulting
                  to the private and government sectors.

Chapter 11 Petition Date: October 30, 2003

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: Kevin M. O'Donnell, Esq.
                  Henry, Henry, O'Donnell & Dahnke, PC
                  4103 Chain Bridge Road
                  Suite 100
                  Fairfax, VA 22030
                  Tel: 703-273-1900
                  Fax: 703-273-6884

Total Assets: $1,000,000

Total Debts: $6,211,348

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Action Capital Corporation                          $2,469,829
230 Peachtree Street, NW
Suite 810
Atlanta, GA 30303

Winthrop Resources/         Judgment entered          $627,208
Wells Fargo & Company
P.O. Box 650
Hopkins, MN 55343-0650

Internal Revenue Service                              $548,544
Philadelphia, PA 19255

CESC Tysons Dulles Plaza    Judgment entered          $455,343
Estate Services
P.O. Box 642006
Pittsburgh, PA 15264-2006

Thomas McInerney                                      $135,198

Harris Corporation          Judgment entered          $120,000

ARC Science Simulations     Open account              $100,000

Dell Marketing, L.P.        Judgment entered           $93,968

Virginia Dept. of Taxation                             $69,394

United Healthcare           Open account               $67,077

Canterbury Resources, Inc.  Open account               $50,289

Stephen Seipel              Salary owed                $48,417

Trigon/Blue Cross           Open account               $46,942
Blue Shield
Bosque Technologies, Inc.   Open account               $44,471

Donaldson Beard             Salary owed                $42,704

Lockheed Martin Tactical    Open account               $44,250

Logistics Management        Open account               $37,014

Russell Fenner              Salary owed                $39,139

Tsai-Chia Chou              Salary owed                $34,721

CDW Computer Center, Inc.   Judgment entered           $32,542

CANBRAS: Inks Pacts to Sell Brazilian Operations to Horizon
Canbras Communications Corp. (TSX.CBC) released results for the
third quarter ended September 30, 2003. (All subsequent amounts
are expressed in Canadian dollars, unless specified otherwise).

Renato Ferreira, President and CEO of the Canbras Group, stated,
"On October 8, 2003 Canbras announced that it had signed
agreements for the sale of all of its broadband communications
operations in Brazil, and that closing of the sale transactions
was subject to certain conditions including the obtaining of the
requisite approval of Canbras' shareholders and of all required
Brazilian regulatory agencies, as well as the approval of Canbras'
bank lending syndicates. We expect that the closing conditions
will be met over the next several months and that the sale
transactions will close during the first quarter of 2004."

BCI has informed Canbras that BCI has entered into an agreement
with Horizon Cablevision do Brasil S.A., to vote its 76.6%
majority stake in Canbras in favor of the Horizon sale

As a result of the signing of the definitive agreements to sell
substantially all assets of the Corporation, Canbras recorded, at
the end of the third quarter of 2003, a $42.9 million write-down
of the carrying value of its long lived assets, which also
includes a provision for estimated cost of disposal. Upon closing
of the sale transactions, the Corporation will charge to income
foreign exchange losses previously deferred and included in the
foreign currency translation adjustment account in the
shareholders' equity section of the balance sheet. Had closing of
the sale transactions occurred on September 30, 2003, the total
charge to income would have been $93.6 million. The total amount
of the loss to be recorded on the sale transactions will fluctuate
with operating results and foreign exchange movements between
September 30, 2003 and the date of closing of the sale

Mr. Ferreira added: "The strong performance of Canbras' operations
during the first nine month of this year played an important role
in the Corporation's ability to reach an agreement to sell its
broadband communications operations in Brazil and maximize
shareholder value. While cable subscriber levels remain relatively
stable from the beginning of the year, EBITDA for the first nine
months of 2003 has experienced solid growth of approximately 64%
over the same period a year ago."

                     Operating Results Review

          Third Quarter 2003 versus third Quarter 2002

Revenue for the third quarter of 2003 was $16.3 million, an
increase of 10.2% over the third quarter of 2002. The increase was
primarily a result of price increases and cable and access
subscriber growth, partially offset by a 7% devaluation of the
average translation rate of Brazilian reais into Canadian dollars
relative to the third quarter of 2002. In Brazilian reais, revenue
for the third quarter of 2003 increased by approximately 18% over
the third quarter of 2002.

EBITDA (earnings before interest, taxes, depreciation,
amortization and foreign exchange) reached $5.9 million in the
third quarter of 2003, up from $3.7 million a year ago. This
increase was a result of higher revenues as well as lower cost of
service and operating expenses mainly due to the weaker foreign
exchange translation rate of the Brazilian real.

The Corporation recorded a net loss of $42.2 million in the
quarter, compared to a net loss of $1.7 million in the third
quarter of 2002. The higher net loss in the quarter is attributed
to the $42.9 million write-down of the carrying value of Canbras'
long-lived assets as a result of the signing of definitive
agreements to sell all of the Corporations' broadband
communications operations in Brazil.

At September 30, 2003, Canbras' balance sheet shows a working
capital deficit of about CDN$7 million, while net capitalization
dwindled to about CDN$29 million from about CDN$118 million nine
months ago.

                  Year-to-Date September 2003
              versus Year-to Date September 2002

Revenue for the nine months ended September 30, 2003 was $45.3
million, down 6.6% over the same period of the previous year. This
decrease was a result of a 31% devaluation of the average
translation rate of Brazilian reais into Canadian dollars relative
to the nine month period ended September 30, 2002, partially
offset by price increases and cable and access subscriber growth.
In Brazilian reais, revenue for the first nine months of 2003
increased by more than 21% over the same period of 2002.

EBITDA for the nine months ended September 30, 2003 reached $13.9
million, up from $8.5 million a year ago. This increase was the
result of lower operating expenses and cost of service mainly due
to the weaker foreign exchange translation rate of the Brazilian

The net loss for the nine months ended September 30, 2003 was
$38.6 million, compared to a net loss of $6.5 million for the same
period the previous year. The higher net loss is primarily
attributable to the $42.9 million write-down of the carrying value
of long-lived assets recorded in the third quarter of 2003,
partially offset by lower depreciation and amortization expenses
as a result of the change in the functional currency of the
Corporation's Brazilian subsidiaries and the increased EBITDA and
a foreign exchange gain on the US dollar denominated debt due to a
17% appreciation relative to December 31, 2002 in the Brazilian
real compared to the US dollar. Interest expenses were lower in
the first nine months of 2003 compared to the first nine months of
2002 as a result of the purchase by the Corporation of US$9.25
million in notes issued under Canbras TVA's US-denominated credit
facility from a group of banks during the first quarter of 2002
and the additional debt repayments made during 2003.

Capital expenditures for the nine months ended September 30, 2003
were $3.9 million compared to $8.2 million in the comparable
period of 2002. This decrease was mainly due to lower subscriber
additions. During the first nine months of 2003, cash increased by
$4.6 million as cash provided by operating activities exceeded (i)
capital expenditures of $3.9 million, (ii) a $3.1 million debt
repayment and (iii) cash used for discontinued operations of $0.9
million. Also during the first nine months of 2003, the Canbras
Group sold $0.6 million of materials held for future capital

Canbras, through the Canbras Group of companies, is a leading
broadband communications services provider in Brazil, offering
cable television, high speed Internet access and data transmission
services in Greater Sao Paulo and surrounding areas, and cable TV
services in the State of Paran . Canbras Communications Corp.'s
common shares are listed on the Toronto Stock Exchange under the
trading symbol CBC. Visit its Web site at

CENTERPOINT ENERGY: Unit Issues $160MM of Senior Unsecured Notes
CenterPoint Energy, Inc. (NYSE: CNP) announced that its natural
gas distribution, pipelines and gathering operations subsidiary,
CenterPoint Energy Resources Corp., issued $160 million principal
amount of senior unsecured notes in a placement with institutions
under Rule 144A.  The senior unsecured notes have a coupon rate of
5.95 percent and will be due on Jan. 15, 2014.

CERC accepted $140 million aggregate principal amount of CERC's
6.375 percent Term Enhanced ReMarketable Securities due in
November and $1.25 million as consideration for the notes.  CERC
retired the TERMS and used the remaining proceeds to finance costs
of issuance and for general corporate purposes.

The securities have not been registered under the Securities Act
of 1933 and may not be offered or sold in the United States absent
registration or an applicable exemption from registration under
that Act.

CenterPoint Energy, Inc., headquartered in Houston, Texas, is a
domestic energy delivery company that includes electric
transmission and distribution, natural gas distribution and sales,
interstate pipeline and gathering operations, and more than 14,000
megawatts of power generation in Texas.  The company serves nearly
five million customers primarily in Arkansas, Louisiana,
Minnesota, Mississippi, Missouri, Oklahoma, and Texas.  Assets
total approximately $20 billion.  CenterPoint Energy became the
new holding company for the regulated operations of the former
Reliant Energy, Incorporated in August 2002.  With more than
11,000 employees, CenterPoint Energy and its predecessor companies
have been in business for more than 130 years.  For more
information, visit the Web site at

                         *   *   *

As reported in Troubled Company Reporter's March 5, 2003 edition,
Fitch Ratings affirmed the outstanding credit ratings of
CenterPoint Energy, Inc., and its subsidiaries CenterPoint Energy
Houston Electric LLC and CenterPoint Energy Resources Corp.  The
Rating Outlook for all three companies remains Negative.

          The following ratings were affirmed by Fitch:

                    CenterPoint Energy, Inc.

        -- Senior unsecured debt 'BBB-';
        -- Unsecured pollution control bonds 'BBB-';
        -- Trust originated preferred securities 'BB+';
        -- Zero premium exchange notes 'BB+'.

              CenterPoint Energy Houston Electric, LLC

        -- First mortgage bonds 'BBB+';
        -- $1.3 billion secured term loan 'BBB'.

               CenterPoint Energy Resources Corp.

        -- Senior unsecured notes and debentures 'BBB';
        -- Convertible preferred securities 'BBB-'.

CEPHALON INC: Inks Definitive Merger Pact with CIMA LABS INC.
Cephalon, Inc. (Nasdaq: CEPH) and CIMA LABS INC. (Nasdaq: CIMA)
have signed a definitive merger agreement under which Cephalon
will acquire all the outstanding common shares of CIMA for $34 per
share in cash.

The total value of the transaction is approximately $515 million,
or $397 million net of CIMA's cash and cash equivalents. The
agreement was unanimously approved by the boards of directors of
both companies and requires CIMA stockholder approval as well as
customary regulatory approvals. The merger is expected to close in
the first quarter of 2004. CIMA will become a wholly owned
subsidiary of Cephalon.

The acquisition of CIMA -- a leader in the field of drug delivery
technology -- will add a growing business to Cephalon, already one
of the fastest growing biopharmaceutical companies.  CIMA also
offers Cephalon an opportunity to develop additional proprietary
products using CIMA's innovative oral drug delivery technologies,
including OraVescent(R).  CIMA is developing an OraVescent form of
fentanyl, which, if approved, would be a valuable product for the
Cephalon pain care sales force.

"Combining CIMA's innovative delivery technologies together with
our clinical development, regulatory, and sales and marketing
experience will create tremendous new opportunities for Cephalon,"
said Frank Baldino Jr., Chairman and CEO of Cephalon.

Baldino said that Cephalon intends to encourage the growth of
CIMA's core business of developing and manufacturing orally
disintegrating tablets and to supplement its technology portfolio
with Cephalon's own drug delivery assets, which were acquired in
other mergers and acquisitions completed in the past 36 months.

Steven B. Ratoff, Chairman and Interim CEO of CIMA, said: "The
merger with Cephalon provides a significant and immediate return
to CIMA shareholders and is in the long-term best interests of
CIMA employees and partners.  We look forward to working with the
Cephalon team to expand our leadership in ODT technology and
accelerate the commercialization of our proprietary OraVescent
fentanyl product."

Cephalon has approximately 1,400 employees at locations in the
United States and Europe, including corporate headquarters in West
Chester, Pennsylvania, and manufacturing sites in Salt Lake City,
Utah, and in France. CIMA has approximately 275 employees in Eden
Prairie and Brooklyn Park, Minnesota. Once the transaction closes,
Baldino said he anticipates that CIMA and Cephalon could be
integrated in a timely and seamless manner, and that Cephalon
expects to maintain both of CIMA's Minnesota facilities.

JP Morgan acted as financial advisor to Cephalon in this
transaction. Deutsche Bank Securities Inc. acted as financial
advisor to CIMA.

Concurrent with the announcement of this definitive merger
agreement, CIMA notified aaiPharma (Nasdaq: AAII) that it has
terminated its August 5, 2003 merger agreement with aaiPharma and
has paid the applicable break-up fee to aaiPharma.

CIMA will file a proxy statement with the Securities and Exchange
Commission for submission to its stockholders for use in
connection with a special meeting of stockholders that will be
held for the purpose of approving the merger.  The proxy statement
will fully describe the terms of the merger agreement and should
be carefully reviewed by CIMA stockholders.

Founded in 1987, Cephalon, Inc. (S&P, B+ Corporate Credit Rating,
Positive) is an international biopharmaceutical company dedicated
to the discovery, development and marketing of innovative products
to treat sleep and neurological disorders, cancer and pain.

Cephalon currently employs approximately 1,400 people in the
United States and Europe.  U.S. sites include the company's
headquarters in West Chester, Pennsylvania, and offices and
manufacturing facilities in Salt Lake City, Utah.  Cephalon's
major European offices are located in Guildford, England,
Martinsried, Germany, and at Maisons-Alfort, France.

The company currently markets three proprietary products in the
United States:  PROVIGIL, GABITRIL(R) (tiagabine hydrochloride)
and ACTIQ(R) (oral transmucosal fentanyl citrate) [C-II] and more
than 20 products internationally.  Further information about
Cephalon and full prescribing information on its U.S. products is
available at  

CIMA develops and manufactures prescription and over-the-counter
products based upon its proprietary, orally disintegrating drug
delivery technologies, OraSolv(R) and DuraSolv(R). Based on these
technologies, an active drug ingredient, which the company
frequently taste-masks, is formulated into a new, orally
disintegrating dosage form that dissolves quickly in the mouth
without chewing or the need for water. CIMA's business involves a
dual operating strategy. The company develops and manufactures
orally disintegrating versions of drugs for pharmaceutical company
partners for whom CIMA currently produces three branded
prescription pharmaceuticals and three over-the-counter brands.
CIMA is also developing proprietary products utilizing its orally
disintegrating technologies, as well as its new OraVescent(R)
enhanced absorption, transmucosal drug delivery system. Further
information about CIMA is available at

CHARTER COMMS: Units Plan $500 Million Senior Debt Issue
Charter Communications, Inc. (Nasdaq:CHTR) announced that its
subsidiaries, CCO Holdings, LLC and CCO Holdings Capital Corp.
intend to offer Senior Notes due 2013 for estimated proceeds of
$500 million in a private transaction.

The net proceeds of this proposed issuance will be used to repay
indebtedness under the revolving credit facilities of the
Company's subsidiaries and for other general corporate purposes.

The Notes will be sold to qualified institutional buyers in
reliance on Rule 144A and outside the United States to non-U.S.
persons in reliance on Regulation S. The Notes will not be
registered under the Securities Act of 1933, as amended (the
Securities Act), and, unless so registered, may not be offered or
sold in the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and applicable state securities laws. The
Company said that, subject to market conditions, it anticipated
that the sale would be completed within the next week.

Charter Communications, A Wired World Company(TM), is the nation's
third-largest broadband communications company. Charter's Western
Division Operations serve some 1.1 million customers in five
states, including California, Nevada, Oregon, Washington, and
Idaho. Charter provides a full range of advanced broadband
services to the home, including cable television on an advanced
digital video programming platform via Charter Digital Cable(R)
brand and high-speed Internet access marketed under the Charter
Pipeline(R) brand. Commercial high-speed data, video and Internet
solutions are provided under the Charter Business Networks(R)
brand. Advertising sales and production services are sold under
the Charter Media(R) brand. More information about Charter can be
found at  

                         *     *     *

As reported in Troubled Company Reporter's October 2, 2003
edition, Standard & Poor's Ratings Services assigned its CCC-
rating to the $1.6 billion 10.25% senior notes due 2010 of CCH II,
LLC and CCH II Capital Corp., both of which are indirect
subsidiaries of cable system operator Charter Communications Inc.

The notes were issued in privately negotiated transactions in
exchange for $609 million principal amount of convertible debt at
Charter Communications Inc., and $698 million principal amount of
senior notes and about $560 million in accreted principal amount
of senior discount notes debt at intermediate holding company
Charter Communications Holdings, LLC. The notes are currently not
registered, but the company has agreed to exchange the notes for
identical registered securities at a future date. All outstanding
ratings on Charter were affirmed. The outlook is developing.

CONSECO FINANCE: Mark Sheperd Withdraws $2-Million Claim
Mark Sheperd of Deephaven, Minnesota, is the former Executive
Vice President of Conseco Finance Corporation.  Mr. Sheperd filed
Claim No. 49675-002680 for $2,033,339:

    Description                              Amount
    -----------                              ------
    Claims from D&O Loan Program Fraud     $535,739
    Employment Law Claim                  1,497,600

According to Mark D. Wisser, Esq., at Anthony, Ostlund & Baer, in
Minneapolis, Minnesota, Mr. Sheperd determined to avoid the
expense and uncertainty of litigation or arbitration and has
elected to withdraw his claims. (Conseco Bankruptcy News, Issue
No. 36; Bankruptcy Creditors' Service, Inc., 609/392-0900)    

CONTINENTAL AIRLINES: October 2003 Traffic Slides-Up by 3.1%
Continental Airlines (NYSE: CAL) (S&P, B Corporate Credit Rating,
Stable Outlook) reported an October 2003 systemwide mainline load
factor of 74.0 percent, an October record and 4.6 points above
last year's October load factor.  In addition, the airline had a
record October domestic mainline load factor of 74.4 percent, 4.3
points above October 2002, and an international mainline load
factor of 73.4 percent, 5.1 points above October 2002.

During the month, Continental recorded a U.S. Department of
Transportation on-time arrival rate of 88.2 percent and a
systemwide completion factor of 99.8 percent.

In October 2003, Continental flew 4.9 billion mainline revenue
passenger miles (RPMs) and 6.6 billion mainline available seat
miles (ASMs) systemwide, resulting in a traffic increase of 3.1
percent and a capacity decrease of 3.3 percent as compared to
October 2002.  Domestic mainline traffic was 3.0 billion RPMs in
October 2003, up 2.5 percent from October 2002, and domestic
mainline capacity was 4.0 billion ASMs, down 3.5 percent from
October 2002.

Mainline October 2003 passenger revenue per available seat mile
(RASM) is estimated to have increased between 3.5 and 4.5 percent
compared to October 2002.  For September 2003, RASM increased 5.3
percent as compared to September 2002.

Continental's regional operations (Continental Express) set a
record October load factor of 70.3 percent, 7.0 points above last
year's October load factor.  Regional RPMs were 551.2 million and
regional ASMs were 784.3 million in October 2003, resulting in a
traffic increase of 58.6 percent and a capacity increase of 43.0
percent versus October 2002.

COVANTA ENERGY: Court Approves Proposed Duff & Phelps Agreement
Covanta Energy Corporation and its debtor-affiliates obtained the
Court's approval of a letter agreement with Duff & Phelps, LLC,
providing that Covanta will indemnify D&P and hold it harmless as
the firm provides financial advisory services to U.S. Trust
Company, N.A.

To recall, the D&P Agreement provides that:

   (1) D&P will be engaged as independent financial advisor to
       the ESOP Fiduciary and provide U.S. Trust with a written
       opinion and supporting analysis of the ESOP;

   (2) Covanta will furnish, or use its best efforts to cause to
       be furnished, to D&P all reasonably requested data and
       information concerning Covanta and all other data,
       material and information as D&P shall reasonably request;

   (3) D&P will maintain the confidentiality of all nonpublic
       information relating to Covanta that D&P receives or
       develops during the course of its engagement; and

   (4) Covanta agrees to pay D&P these fees to D&P for its
       financial services:

       (a) $100,000 upon execution of the D&P Agreement; and

       (b) $100,000 upon delivery of the Opinion;

   (5) Covanta will indemnify and hold harmless D&P for any and
       all losses, claims, damages, expenses, costs or
       liabilities, including reasonable attorneys fees, arising
       in any manner in connection with the provision of services
       under the D&P Agreement, unless they resulted from bad-
       faith, self-dealing, breach of fiduciary duty (if any),
       gross negligence or willful misconduct of D&P; and

   (6) In the event that the Court does not enter an order
       authorizing Covanta's entry into the indemnification
       provisions of the D&P Agreement on or before September 17,
       2003, D&P may terminate the D&P Agreement.  In the event
       of the termination, D&P will not be required to refund to
       the Company the first $100,000 payment and will be
       entitled to reasonable fees and expenses incurred by D&P
       in excess of $100,000, subject to the $200,000 aggregate
       cap. (Covanta Bankruptcy News, Issue No. 39; Bankruptcy
       Creditors' Service, Inc., 609/392-0900)    

CRYOLIFE: Resolves Insurance Coverage Dispute on a $10MM Policy
CryoLife, Inc. (NYSE: CRY) and an insurer have mutually agreed to
resolve their coverage dispute on a $10 million policy previously
issued to CryoLife, representing the last layer of insurance in
place for the 2002-2003 insurance policy year.

The full amount of this policy will be placed in escrow for
CryoLife to use, together with other funds provided by the Company
and another insurer, for the purpose of defending and resolving
certain products liability litigation. CryoLife previously
announced that this insurance company indicated that it would
cover certain liability cases from the 2002-2003 policy year and
intended to exclude certain other cases that would have
potentially reduced the amount of funds available overall to
settle the cases.

Founded in 1984, CryoLife, Inc. is a leader in the processing and
distribution of implantable living human tissues for use in
cardiovascular and vascular surgeries throughout the United States
and Canada. The Company's BioGlue(R) Surgical Adhesive is FDA
approved as an adjunct to sutures and staples for use in adult
patients in open surgical repair of large vessels, and is CE
marked in the European Community and approved in Canada for use in
soft tissue repair, and approved in Australia for use in vascular
and pulmonary sealing and repair. The Company also manufactures
the SynerGraft(R) Vascular Graft, which is CE marked for
distribution within the European Community.

For additional information about the company, visit CryoLife's Web

                         *     *     *

                 Liquidity and Capital Resources

In its Form 10-Q filed with the Securities and Exchange
Commission, CryoLife Inc., reported:

        Overall Trend in Liquidity and Capital Resources

"The Company expects its liquidity to continue to decrease
significantly over the next twelve months due to 1) the
anticipated decrease in preservation revenues as compared to
preservation revenues prior to the FDA Order as a result of
reported tissue infections, the FDA Order, and associated adverse
publicity, 2) the increase in cost of human tissue preservation
services as a percent of revenue as a result of lower tissue
processing volumes and changes in processing methods, which have
increased the cost of processing human tissue and 3) an expected
use of cash due to the increased costs relating to the defense and
resolution of lawsuits and legal and professional costs relating
to the ongoing FDA compliance and the anticipated required Term
Loan pay off during 2003. The Company believes that anticipated
revenue generation, expense management, savings resulting from the
reduction in the number of employees in September 2002
necessitated by the reduction in revenues, and the Company's
existing cash and marketable securities will enable the Company to
meet its liquidity needs through at least June 30, 2004. In
addition, the Company has recorded $9.0 million related to the
potential expense of resolving current product liability claims in
excess of insurance coverage. The $9.0 million accrual is
reflective of settlement costs related to outstanding lawsuits,
and does not reflect actual settlement arrangements or judgments,
including punitive damages, which may be assessed by the courts.
The $9.0 million accrual is not a cash reserve. Should expenses
related to the accrual be incurred, the expenses would have to be
paid from insurance proceeds and liquid assets, if available. The
Company has called a meeting with the plaintiffs' attorneys to
determine the feasibility of obtaining a global settlement on
outstanding claims in order to substantially reduce the potential
cash payout related to these accruals and is currently evaluating
all of its alternatives in connection with resolving the dispute
with its upper layer excess carrier concerning the restrictions on
the matters it has excluded from coverage. If the Company is
unsuccessful in arranging settlements of product liability claims
for an amount substantially below the amount accrued, there may
not be sufficient insurance coverage and liquid assets to meet
these obligations, even if the Company satisfactorily resolves the
restrictions on the upper layer excess insurance coverage.
However, if the Company is unable to settle the outstanding claims
for amounts within its ability to pay and one or more of the
product liability lawsuits in which the Company is a defendant
should be tried during this period with a substantial verdict
rendered in favor of the plaintiff(s), there can be no assurance
that such verdict(s) would not exceed the Company's available
insurance coverage and liquid assets. The Company's product
liability insurance policies do not include coverage for any
punitive damages that may be assessed at trial. There is a
possibility that significant punitive damages could be assessed in
one or more lawsuits which would have to be paid out of the liquid
assets of the Company, if available.

"In addition, the Company has recorded $7.5 million for estimated
costs of unreported product liability claims related to services
performed and products sold prior to June 30, 2003. The $7.5
million accrual is not a cash reserve. The timing of the actual
payment of the expense related to the accrual is dependent on when
and if claims are asserted. Should expenses related to the accrual
be incurred, the expenses would have to be paid from insurance
proceeds and liquid assets, if available. Since amounts expensed
are estimates, the actual amounts required could vary

"The Company's long term liquidity and capital requirements will
depend upon numerous factors, including the Company's ability to
return to the level of demand for its tissue services that existed
prior to the FDA Order, the outcome of litigation against the
Company, the timing of and amount required to resolve the product
liability claims, the resolution of the dispute with its upper
excess product liability insurance carrier, the ability to arrange
and fund a global settlement of outstanding claims for an amount
substantially below the amount of the accrual, and the Company's
ability to find suitable funding sources to replace the Term Loan.
The Company may require additional financing or seek to raise
additional funds through bank facilities, debt or equity
offerings, or other sources of capital to meet liquidity and
capital requirements beyond June 30, 2004. Additional funds may
not be available when needed or on terms acceptable to the
Company, which could have a material adverse effect on the
Company's business, financial condition, results of operations,
and cash flows. These are factors that indicate that the Company
may be unable to continue operations.

"On August 4, 2003 the Company approved a buyback of employee
stock options with an exercise price of $23 or greater. The option
buyback was approved for an aggregate of up to $350,000 using a
Black Scholes valuation model. The Company anticipates making the
offer to employees in third quarter of 2003.

                       Net Working Capital

"At June 30, 2003 net working capital (current assets of $52.6
million less current liabilities of $31.8 million) was $20.8
million, with a current ratio (current assets divided by current
liabilities) of 2 to 1, compared to net working capital of $37.6
million, with a current ratio of 3 to 1 at December 31, 2002. The
Company's primary capital requirements historically arose from
general working capital needs, capital expenditures for facilities
and equipment, and funding of research and development projects.
The Company has historically funded these requirements through
bank credit facilities, cash generated by operations, and equity
offerings. Based on the decrease in revenues resulting from the
adverse publicity surrounding the FDA Order, FDA Warning Letter,
and reported tissue infections, and the anticipated costs to be
paid by the Company in resolving pending litigation, the Company
expects that its cash used in operating activities will continue
to be high and will increase to the extent funds are needed to
defend and resolve litigation, and that net working capital will
significantly decrease.

"The Company's Term Loan, of which the principal balance was $4.5
million as of August 4, 2003, contains certain restrictive
covenants including, but not limited to, maintenance of certain
financial ratios and a minimum tangible net worth requirement, and
the requirement that no materially adverse event has occurred. The
lender has notified the Company that the FDA Order have had a
material adverse effect on the Company that constitutes an event
of default. Additionally, as of June 30, 2003, the Company is in
violation of the debt coverage ratio and net worth financial
covenants. Therefore, all amounts due under the Term Loan as of
June 30, 2003 are reflected as a current liability on the Summary
Consolidated Balance Sheets. The Company and the lender are
currently in the process of negotiating specific terms of a
forbearance agreement, which, if entered into, would increase the
interest rate charged on the Term Loan effective August 1, 2003 to
LIBOR plus 4% (5.32% at June 30, 2003), accelerate the principal
payments on the Term Loan by requiring a balloon payment to pay
off the outstanding balance by October 31, 2003, and cause the
Company to pay a $12,000 modification fee and the lender's
attorneys costs, which have yet to be determined. As of August 4,
2003 the Company has sufficient cash and cash equivalents to pay
the remaining outstanding balance of the Term Loan. Since the
lender is in the process of accelerating the payment of the debt,
the above chart shows payment of the outstanding balance of the
Term Loan during 2003.

"In the quarter ended June 30, 2003 the Company entered into two
agreements to finance $2.9 million in insurance premiums
associated with the yearly renewal of certain of the Company's
insurance policies. The amount financed accrues interest at a
3.75% rate and is payable in equal monthly payments through
January 2004. As of August 4, 2003 the outstanding balance of the
agreements was $1.3 million.

"Due to cross default provisions included in the Company's debt
agreements, as of June 30, 2003 the Company was in default of
certain capital lease agreements maintained with the lender of the
Term Loan. Therefore, all amounts due under these capital leases
are reflected as a current liability on the Summary Consolidated
Balance Sheets as of June 30, 2003."

DATA TRANSMISSION: Exits Chapter 11 Restructuring Proceedings
Data Transmission Network Corporation, a privately held
information services company, announced that its "prepackaged"
Plan of Reorganization has become effective and, accordingly, the
Company's financial restructuring has been successfully completed.

On September 25, 2003, Data Transmission Network Corporation
announced that it had reached a definitive agreement with its
secured lenders on a restructuring plan that would significantly
reduce the company's outstanding debt and provide it with greater
financial flexibility. The Company's Plan of Reorganization was
confirmed by the U.S. Bankruptcy Court for the Southern District
of New York on October 20, 2003, paving the way for the Company
and certain related subsidiaries and affiliates to emerge from the
Chapter 11 reorganization process on October 31, 2003.

As expected, this process had no impact on the Company's
operations. The Company's business units have continued to operate
as normal, vendors are being paid in full on regular terms for all
goods and services provided to the Company both before and after
the filing, and there has been no change in data transmission
services or customer support.

Now that it has emerged from Chapter 11, Data Transmission Network
Corporation has a stronger balance sheet, greater financial
flexibility and the ability to invest more of its free cash flow
in growing its operating businesses rather than servicing debt.
All of the Company's business units will continue to operate as

Data Transmission Network Corporation is a leading business-to-
business information services and electronic communications
company. With approximately 125,000 subscribers located primarily
throughout the United States, the company's business units serve
business and professional users in specific markets that have a
critical business need for the data they provide, including
agriculture, commodities trading, refined fuels, aviation and
public safety.

DEL GLOBAL TECHNOLOGIES: Gets Waiver of Loan Covenant Violation
Del Global Technologies Corp. (DGTC) announced operating results
for its Fiscal 2003 fourth quarter and fiscal year ended August 2,

Walter F. Schneider, President and Chief Executive Officer of Del
Global, commented, "While annual sales were flat compared to last
year, sales in the fourth quarter of Fiscal 2003 rebounded when
compared to the immediately preceding third quarter. This sales
recovery was evident in both the Medical Systems business and RFI
Corporation, and was partially offset by decreases in the High
Voltage business. Regarding the Medical Systems Group, during
Fiscal 2003 we entered new markets, expanded our product portfolio
and continued to integrate our worldwide business. On the Power
Conversion side, we continued to focus on high growth markets, and
accelerated our design-to-market cycle."

Thomas V. Gilboy, Chief Financial Officer, stated, "Each of the
four quarters in Fiscal 2003 also produced sequential increases in
consolidated gross margin percentages. This improvement is due, in
part, to the positive impact of our previously announced
restructuring initiatives and increased efficiencies resulting
from more favorable materials costs."

                FISCAL 2003 ANNUAL AND Q4 RESULTS

Consolidated net sales for Fiscal 2003 remained stable at $98.6
million versus $98.8 million last year. Medical Systems Group
sales increased 2% to $56.1 million from Fiscal 2002, due
primarily to increased domestic sales and favorable exchange rates
on international sales made in Euros. Excluding the approximately
$5.2 million favorable exchange rate effect, sales at the Medical
Systems Group for Fiscal 2003 would have declined by approximately
$4.1 million if the Euro exchange rate had been similar to last
year's rate. Sales at the Power Conversion Group decreased 3% to
$42.5 million from last year, with the biggest declines caused by
a previously announced shift to in-house production by a large
customer and a decline in sales to the semiconductor capital
equipment market. The decline in these customers and markets at
the Power Conversion Group was offset by an $8 million increase in
high voltage EDS ("Explosive Detection Systems") sales. The
discontinued business from that one large customer had produced
lower margins, and was not consistent with Del Global's long-term

Sales in the fourth quarter of Fiscal 2003 declined to $23.7
million from $27.6 million in the same period last year, due
primarily to the aforementioned shift by a large customer to in-
house production and fewer shipments of EDS units in this year's
fourth quarter. Fiscal 2003 fourth quarter sales increased 2.9%
from the immediately preceding third quarter, reflecting a
recovery in sales at the Medical Systems Group and RFI, partially
offset by lower High Voltage sales.

Consolidated gross margin for Fiscal 2003 increased to 21% from
19% last year. Margins at the Power Conversion Group increased to
21% from 16% last year, due primarily to improved efficiencies
resulting from more favorable materials costs, and the shift in
sales mix in connection with the discontinued customer mentioned
above. Gross margin at the Medical Systems Group remained stable
at 22%, despite higher sales, due to the higher realized margins
in Fiscal 2002 on sales of previously written-off product.

Consolidated gross margin in the Fiscal 2003 fourth quarter of 22%
was similar to the 22% reported in the immediately preceding third
quarter of Fiscal 2003. Margins at the Power Conversion Group in
the fourth quarter of Fiscal 2003 increased to 26% from 22% in the
third quarter of Fiscal 2003, reflecting favorable inventory
adjustments and the reorganization cost savings. Margins at the
Medical Systems Group in the fourth quarter of Fiscal 2003
declined to 20% versus the third quarter's 22%. In the Medical
Systems Group in the fourth quarter, more favorable overhead
absorption from higher sales was offset by a decline in labor and
overhead costs being capitalized in inventory, because in our US
operations we have been improving our inventory turns and
operating with lower inventory balances.

Fiscal 2003 selling, general and administrative expenses included
$1.9 million in unusually high legal and accounting fees, and
approximately $1 million of costs (including legal costs)
associated with the proxy contest. The majority of these proxy
expenses were realized in the Fiscal 2003 fourth quarter. S,G& A
expenses for Fiscal 2002 included approximately $3.7 million in
unusually high accounting fees. Excluding the unusually high legal
fees and costs incurred in Fiscal 2003, S,G &A expenses increased
by approximately $1.5 million from Fiscal 2002.

The operating loss for Fiscal 2003 decreased to $5.9 million from
$14.0 million last year. The Medical Systems Group reported an
operating profit of $1.0 million, while the Power Conversion Group
reported an operating loss of $2.5 million. The operating loss for
Fiscal 2002 included $7.7 million in litigation settlement costs
versus $2.1 million of such costs in Fiscal 2003, as well as
higher facilities reorganization costs. The operating loss for the
fourth quarter of Fiscal 2003 narrowed significantly to $796,000
from $5.6 million in the same period last year. This is
attributable to higher consolidated gross margin in the Fiscal
2003 fourth quarter, $0 in litigation settlement costs versus
$735,000 in the prior year period and $1.2 million in facilities
reorganization costs in Fiscal 2002 fourth quarter versus just
$82,000 in the Fiscal 2003 period.

The net loss for Fiscal 2003 increased to $15 million, or $1.45
per diluted share, versus a net loss of $12.0 million, or $1.38
per diluted share, last year. The net loss for the fourth quarter
of Fiscal 2003 decreased to $4.3 million, or $.41 per diluted
share, versus a net loss of $5.1 million, or $.50 per diluted
share, for the same period last year.

The net loss for the Fiscal 2003 year and fourth quarter included
income tax provisions of $8.2 million and $3.3 million,
respectively, versus income tax benefits of $3.2 million and
$163,000 in the respective prior year periods. This increase
reflects the establishment in Fiscal 2003 of approximately $8
million in deferred tax asset valuation allowances, which included
an additional allowance of $3.3 million established in the Fiscal
2003 fourth quarter.


Del Global also announced that its Medical Systems Group received
an $8.5 million order from Instituto Mexicano del Seguro Social
for 22 "Mercury" remote controlled digital Radiographic /
Fluoroscopic imaging systems, and certain installation and
training services. This $8.5 million order is part of a $9.8
million systems integration and service contract that was arranged
by Del Global and its agent in Mexico, Suministro para uso Medico
Y Hospitalario S.A. de C.V.  This agreement is Del Global's
largest one-time award in Mexico.

I.M.S.S., part of the Government of Mexico, operates the majority
of the country's hospital system and provides a variety of health
care services to workers and their families, the sick, the invalid
and elderly populations. This contract is part of a broad upgrade
of diagnostic capabilities throughout Mexico's social security
healthcare system.

The R/F systems will be manufactured in Milan at Del Global's 80%-
owned subsidiary Villa Sistemi Medicali S.p.A. Del Global
currently expects to have these systems delivered and installed
during Fiscal 2004. The Mercury R/F imaging system allows users to
perform a variety of radiological examinations, including:
tomography; chest radiography; gastroenterology; gynecology;
angiography; and fluoroscopy. The systems purchased under this
agreement will be installed by SMH in twenty facilities throughout

The Medical Systems Group also received a $1.0 million order from
the government of Vietnam to supply various radiographic and
remote R/F systems. The systems are funded in part by the European
Community Malaria project and are scheduled for delivery during
Fiscal 2004. These systems will also be manufactured in Milan at
the Villa Sistemi Medicali facility.

Mr. Schneider commented, "We believe that these agreements reflect
the quality and reputation of our products, as well as our
continued focus on increasing international sales. The scope of
supply of these contracts is similar to recent projects that we
have undertaken in other parts of the world. We believe that these
agreements demonstrate the synergies that we are creating within
Del Global, as we were able to leverage Villa's product portfolio
through our global sales force."

                         LITIGATION UPDATE

The Company is continuing its discussions with the United States
Department of Defense regarding a global settlement of the DoD's
previously disclosed investigation into certain past business
practices at RFI. As previously announced, Del Global recorded a
charge of approximately $2.3 million during the third quarter of
Fiscal 2003, representing its estimate of the low end of a range
of potential fines and restitution, plus estimated legal and
professional fees. In October 2003, based on discussions with the
U. S. Government, the Company was advised that the U.S. Government
is currently seeking up to approximately $5 million in the fines
and restitution portion of any comprehensive settlement. The
Company is continuing to negotiate with the U.S. Government
regarding a comprehensive settlement, including the amount of such
fines. There can be no assurance that such a settlement will be
reached and, even if reached, that the ultimate fines and outcome
of any settlement will not vary significantly from the Company's
original estimate and expectations. In addition, such a
settlement, even on the most favorable terms, may have a material
adverse impact on the Company's financial condition, liquidity and

Del Global is also in ongoing discussions with the Enforcement
Division of the SEC to settle claims regarding an investigation
commenced by the SEC on December 11, 2000 in connection with the
restatement of previously issued financial statements filed by the
Company's former management, specifically for the Fiscal years
1997 through the third quarter of Fiscal 2000. As previously
announced, Del Global reached an agreement in principle with the
SEC regarding this matter. The terms of the settlement include a
penalty of up to $400,000, and an injunction against future
violations of the antifraud, periodic reporting, books and records
and internal accounting control provisions of the federal
securities law. The settlement is subject to, amongst other
things, review by the Commission and court approval. Del Global
recorded a charge of $685,000 in the fourth quarter of its Fiscal
2002 year related to this matter, which included associated legal
costs. If we are not able to reach an acceptable settlement with
the SEC, we may incur substantial additional penalties and fines.


Consolidated backlog at August 2, 2003 was $26.3 million versus a
backlog of approximately $31.0 million at August 3, 2002. Backlog
at the Power Conversion Group declined to $17.7 million from $23.7
million, due to higher EDS shipments from backlog in the beginning
of Fiscal 2003. Backlog at the Medical Systems Group increased to
$8.6 million from $7.6 million at August 3, 2002.

                        FINANCIAL CONDITION

Del Global's balance sheet at August 2, 2003 reflected working
capital of $13.6 million, shareholders' equity of $23 million and
a stated book value of $2.22 per share. As of August 2, 2003, Del
Global had approximately $3.8 million of borrowing available under
its U.S. revolving credit facility. As of August 2, 2003, the
Company was compliant with all of the covenants of this facility
except for the tangible net worth covenant of its U.S. credit
facility. In October 2003, Del Global obtained a waiver of non-
compliance of this covenant and amended certain other covenants
for future periods.


Suzanne M. Hopgood, Walter F. Schneider and Thomas V. Gilboy will
host a conference call today at 4:30 P.M. Eastern Time to discuss
this news release. The telephone number to join this conference
call is (973) 582-2783. A taped replay of the call will be
available through 5:00 P.M. Eastern Time, Monday, November 10,
2003. Please dial (973) 341-3080 and enter the number 4275805 to
hear the taped replay. In addition, the conference call will be
broadcast live over the Internet via the Webcast section of Del
Global's web site at To listen to the  
live call on the Internet, go to the web site at least 15 minutes
early to register, download and install any necessary software. If
you are unable to participate in the live call, the conference
call will be archived and can be accessed on Del Global's website
for approximately five business days.

Del Global Technologies Corp. is primarily engaged in the design,
manufacture and marketing of cost-effective medical imaging and
diagnostic systems consisting of stationary and portable x-ray
systems, radiographic/fluoroscopic systems, dental imaging systems
and proprietary high-voltage power conversion subsystems for
medical and other critical industrial applications. Industrial
applications for which Del Global supplies power subsystems
include airport explosives detection, analytical instrumentation,
semiconductor capital equipment and energy exploration.

DEX MEDIA: S&P Revises Low-B Ratings Outlook to Negative
Standard & Poor's Ratings Services revised its outlooks on Dex
Media East LLC and Dex Media West LLC to negative from stable.

In addition, Standard & Poor's affirmed its 'BB-' corporate credit
ratings on both companies. At the same time, Standard & Poor's
assigned its 'BB-' corporate credit rating and negative outlook to
Dex Media Inc., the holding company parent of Dex East and Dex
West. In addition, 'B' senior unsecured debt ratings were assigned
to Dex Media's planned $500 million notes due 2013 and $250
million (gross proceeds) discount notes due 2013. Proceeds will be
used to pay a dividend to the company's equity holders, The
Carlyle Group and affiliates and Welsh, Carson, Anderson & Stowe
and affiliates.

Through its operating subsidiaries Dex East and Dex West, the
Denver, Colorado-headquartered Dex Media is the nation's fourth
largest telephone directory publisher. The company has about $6.2
billion of pro forma consolidated debt outstanding.

"The outlook revision reflects a change in Dex Media's financial
strategy with this transaction that increases the financial risk
of Dex Media, Dex East, and Dex West," said Standard & Poor's
credit analyst Donald Wong. "This also heightens the uncertainty
over what type of capital structure Dex Media's equity holders
would like to maintain in the intermediate term," added Mr. Wong.

Ratings for all three entities are based on the consolidated
credit quality of Dex Media. This reflects Dex Media's holding
company status with no direct operations and the significant
additional debt that will have to be serviced by the cash flows of
Dex East and Dex West. In addition, while Dex East and Dex West
have different financial profiles with separate financing
structures, the operations of both entities are managed as one
company with the same senior management team.

DUNDEE: S&P Affirms BB+ Long-Term Counterparty Credit Rating
Standard & Poor's Ratings Services said it affirmed its 'BB+'
long-term counterparty credit and senior unsecured debt ratings on
Toronto, Ontario-based merchant banker and financial services
company Dundee Bancorp Inc. At the same time, the outlook was
revised to stable from negative.

"The company has benefited from improved operating earnings in its
wealth management division, positive results in the corporate
portfolio, and the continued success with the integration of
Canadian First Financial Group Inc. and StrategicNova Inc., which
were acquired in 2002," said Standard & Poor's credit analyst
Donald Chu.

The outlook revision also reflects the success of Dundee Realty
Corp.'s conversion to a REIT, which was successful in surfacing
the underlying value of this investment and which creates a steady
stream of cash flow, and the improving conditions of the global
equity markets, which continue to provide an updraft to both the
merchant banking and wealth management businesses.

The ratings on Dundee reflect the quality of the company's equity
base, which is made up entirely of common equity; the quality of
its merchant banking portfolio; and the position of its wealth
management franchise in the Canadian market. Dundee is a merchant
banking and financial services company. Dundee Wealth Management
Inc. (unrated; 84%-owned by Dundee) is engaged in the provision of
a broad range of financial products and services to individuals,
institutions, and corporations.

The credit risks facing Dundee include its exposure to the equity
markets through its real estate, merchant banking, and wealth
management businesses, the high industry and single-name
concentrations in its corporate portfolio, the small (2%) market
share held and lack of scale within the Canadian mutual fund
sector, and the increasing level of competition in the wealth
management sector, which continues to place pressure on asset
growth and margins.

The stable outlook reflects Standard & Poor's expectation that the
company will be able to maintain its position in the Canadian
wealth management sector, and that management will continue to
reallocate capital from more cyclical and volatile merchant
banking investments into more stable financial services holdings.
Pressure could be placed on the outlook if management chooses to
leverage up its balance sheet with future acquisitions.

ELIZABETH ARDEN: Consolidates US Warehouse Ops. in Roanoke, Va.
Elizabeth Arden, Inc. (NASDAQ: RDEN), a global prestige fragrance
and beauty products company, is consolidating its U.S.
distribution operations into a single facility in Roanoke,
Virginia by March 2004.

The consolidation is designed to reduce supply chain, logistics
and corporate overhead expenses and to improve working capital
efficiency by centralizing the U.S. logistics and fulfillment
functions into one facility. The single transportation hub is
expected to result in lower freight expenses as well as lower
labor, insurance and other overhead expenses. This consolidation
is part of the continuous effort by the Company to rationalize its
cost structure globally since acquiring the Elizabeth Arden
business in January 2001. Since that time, the Company has
streamlined its facilities, including closing its Edison, New
Jersey warehouse facility in 2002, and reduced its fixed overhead
structure, while, at the same time, increasing its operating

To accomplish the consolidation, the Company is planning on
transitioning all of its U.S. distribution and warehouse
operations to its existing facility in Roanoke, Virginia by March
2004. During the past year, Elizabeth Arden expanded and upgraded
the facility, adding over 130,000 square feet, which more than
tripled storage capacity and reduced the need for overflow
warehouse space. Along with these improvements, the Company has
been enhancing its materials handling equipment and enterprise
application systems to provide for higher throughput capacity,
more rapid response times, improved customer service and increased
inventory turns. The physical expansion of the Roanoke facility
was completed in September 2003 and was operational during the
peak shipping month of October. The equipment upgrade will be
completed in February 2004. Both projects were financed with
minimal capital outlays.

As part of this restructuring initiative, the Company will close
and sell its Miami Lakes distribution center and relocate its
Miami Lakes corporate offices to another location in the area. The
proceeds from the sale of the building are expected to be more
than adequate to repay the mortgage and all of the one-time
severance and restructuring costs related to the consolidation. To
ensure no disruption of customer service, the Company will
continue shipping activities from the Miami Lakes facility until
January 31, 2004 and move any remaining inventory to the Roanoke
location following that date. Once the inventory is consolidated
into one facility, it is expected that there will be a reduction
in the total level of inventory required to support the business.

In connection with the facility consolidation, the Company expects
to realize estimated savings of approximately $2 million to $4
million during the fiscal year ended January 31, 2005, and
approximately $4 million to $6 million on an annual basis for the
fiscal years thereafter. The U.S. workforce will be reduced by
approximately 10%.

The Company expects to incur pre-tax charges of approximately $3.5
million related to severance benefits, including severance pay,
outplacement services and health insurance assistance for affected
employees, training and relocation costs that will be incurred by
March 2004, with approximately $2.0 million to $2.5 million
expected to be incurred in the fourth quarter of fiscal 2004. The
consolidation will have no impact on the financial results for the
third quarter of fiscal 2004. The Company intends to provide
further details on the expense savings and charges when it reports
its third quarter results in December 2003.

Scott Beattie, Chairman and Chief Executive Officer of Elizabeth
Arden, Inc., commented, "While there is a clear economic rationale
for consolidating our distribution facilities, it was an extremely
difficult decision given the dedication and support of our people
in Miami Lakes. Many of the affected employees have been
instrumental in building our business and we are forever grateful
for their dedication and service. We hope that the measures we
have put in place to provide assistance will help them transition
to their next opportunity.

Mr. Beattie added, "We also want to stress that Elizabeth Arden
remains committed to South Florida, as it will remain the home of
our corporate headquarters. In addition to accommodating our
corporate offices, our South Florida location will include certain
sales, marketing, finance and other corporate functions."

Elizabeth Arden (S&P, B+ Corporate Credit and Senior Secured Debt
Ratings, Stable Outlook) is a global prestige fragrance and beauty
products company. The Company's portfolio of leading brands
includes the fragrance brands Red Door, Red Door Revealed,
Elizabeth Arden green tea, 5th Avenue, ardenbeauty, Elizabeth
Taylor's White Diamonds, Passion, Forever Elizabeth and Gardenia,
White Shoulders, Geoffrey Beene's Grey Flannel, Halston, Halston
Z-14, Unbound, PS Fine Cologne for Men, Design and Wings; the
Elizabeth Arden skin care line, including Ceramides and Eight Hour
Cream; and the Elizabeth Arden cosmetics line.

EMERGENCY FILTRATION: Auditors Express Going Concern Uncertainty
Emergency Filtration Products Inc. is in the business of producing
masks and filters for medical devices that are designed to reduce
the possibility of transmission of contagious diseases.  The
Company is also a distributor of a blood clotting device for
surgery, trauma and burn wound management.

The most valuable asset of the Company is its intellectual
property and technology.  The Company has acquired the rights to
certain intellectual property, which property includes title to
the patent on a component of an emergency CPR assistance device,
called a dual-filtered rotary isolation valve and the rights to
certain other technologies related to environmental masks. Rights
pertaining thereto include the right to maintain, sell and improve
the devices, and to license those rights.  

Emergency Filtration Products Inc. has incurred significant
losses, which have resulted in an accumulated deficit of
$7,833,002 at June 30, 2003.  The Company has raised approximately
$1,011,000 through the issuance of common shares under an SB-2
registration during the six months ended June 30, 2003. These
funds have been used to retire outstanding debt, to acquire
additional molds and equipment to be used in operations, and for
ongoing working capital.  Nevertheless, the Company's ability to
continue as a going concern may be dependent upon the success of
management's ongoing business plans which include a) continued
product development efforts, and b) continuing efforts to increase
its product sales in the U.S. and internationally.  For example,
during April 2003, the Company entered into an agreement with a
Taiwan based company whereby the Contractor will manufacture,
distribute, market and sell the Company's new environmental mask
to the Asian markets.  It is the intent of management to create
additional revenues through the development and sales of its
emergency respiration equipment and to rely upon additional equity
financing if required to sustain operations until revenues are
adequate to cover the costs.  The Contractor has just recently
begun production of the environmental masks discussed above and
the Company expects sales to increase during the third quarter of
2003 as a result of the Contractor's marketing and sales in the
Asian market.

Management can offer no assurance with respect to its ability to
create additional revenues, obtain additional equity financing or
execute its long-term business plan. Since inception, revenues
have not been adequate to cover operating expenses and the Company
has reported a loss in each of its years of existence.  To date,
the Company has funded itself by way of a series of private equity
placements.  As of the quarter ended June 30, 2003, the Company
had offset its accumulated deficit in this manner.

As stated above, the Company has incurred significant losses,
which have resulted in an accumulated deficit of $7,833,002 at
June 30, 2003.  Accordingly, in their report on the Company's
latest annual financial statements, its independent auditors
expressed substantial doubt about the Company's ability to
continue as a going concern.

ENRON: Enron Equipment's Case Summary & 20 Unsecured Creditors
Debtor: Enron Equipment Procurement Company
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-16882

Type of Business: The Debtor is an affiliate of Enron Corp.

Chapter 11 Petition Date: October 31, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: 212-310-8602
                  Fax: 212-310-8007

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Compagnie Generale De       Trade                     $106,738

National Engineering Lab.   Trade                      $71,843

Jean Pierre Mabilat         Trade                      $37,731

Gary Lee Allen              Trade                      $34,794

The Fritz Companies         Trade                      $34,092

Sunbelt Supply              Trade                      $24,303

Solar Turbines              Trade                      $22,460

Power Support               Trade                      $17,607

Maughan Engineering         Trade                      $15,923

Hugh Chisholm               Trade                      $12,000

Wilson Valve Specialties    Trade                       $7,030

Vibranalysis Engineering    Trade                       $6,015

John L Wortham & Son LLP    Trade                       $8,648

Impact Register Inc         Trade                       $5,220

Wilson Industries           Trade                       $4,644

Acme Truck Lines            Trade                       $3,834

Corestaff Services          Trade                       $3,364

Toromont Process Systems    Trade                       $3,100

Chase Manhattan Bank        Trade                       $2,691

Offshore Technical          Trade                       $1,800
Services Inc

ENRON CORP: Employee Committee Wants to Expand Scope and Duties
Pursuant to Sections 105(a), 1103(c) and 1109(b) of the
Bankruptcy Code, the Official Employee-Related Issues Committee,
appointed in the Enron Debtors' Chapter 11 cases, asks the Court
to expand its scope and mandate and grant it standing and
authority to commence certain avoidance actions on behalf of the
Debtors' estates.

James A. Beldner, Esq., at Kronish Lieb Weiner & Hellman LLP, in
New York, relates that within 40 days prior to the Petition Date,
Enron accelerated payments totaling over $53,000,000 under two
deferred compensation plans -- the Payments -- to 126 current and
former Enron Corp. employees -- the Defendants -- who had
submitted accelerated withdrawal requests in the days and weeks
immediately preceding Enron's bankruptcy.  Enron Examiner, Neal
Batson, analyzed and concluded in this Second Interim Report that
the Payments were avoidable preferences pursuant to Section 547
of the Bankruptcy Code.

Mr. Beldner explains that Enron had two active non-qualified
deferred compensation plans in effect in 2001:

   -- the Enron Corp. 1994 Deferred Plan, Restated as of October
      6, 2000; and

   -- the Enron Expat Services, Inc. 1998 Deferred Plan Restated
      as of September 1, 2001.

The Plans allowed key employees and outside directors to defer
current earnings and thereby defer taxes and earn tax-free
returns on the amounts deferred.  Both Plans provided that the
compensation so deferred and owed to the participating employees
would be classified as an unsecured obligation of the company,
payable from its general assets.  As a result, the participants
were general unsecured creditors of Enron.

Plan participants could elect to either a lump sum payout or
periodic annual payouts after retirement, disability, death or
termination.  The Plan also allows participants to elect an
accelerated distribution, subject to the consent of the Plan
Committee.  To ensure compliance with Internal Revenue Service
guidelines, any participant who elected this acceleration feature
would be subject to a substantial penalty, and would not be
eligible to participate in the Plans for a period of time.  
Accordingly, Enron's Plans provided that a participant who
elected an accelerated distribution would forfeit 10% of his or
her account balance and would be suspended from participating in
the Plans for 36 months.

Mr. Beldner reports that in late October 2001, Enron's Human
Resource Department began receiving requests for accelerated
distributions from Plan participants.  According to the Plans'
provisions, for the participants to receive the requested
distributions, three events needed to occur:

   (1) the Plan Committee needed to approve the distributions;

   (2) a form acceptable to the Plan Committee needed to be
       developed; and

   (3) the Plan Committee needed to approve the forms.

The Plan provides that no more than three persons should be
appointed in the committee.  But, Mr. Beldner notes, no one had
ever been appointed to the Plan Committee in the eight years the
Plans had been in place.  To rectify this, Lawrence "Greg"
Whalley, who was at the time the President and Chief Operating
Officer of Enron Corp., agreed to be appointed to the Plan
Committee on October 29, 2001 for both Plans.

Between October 30, 2001 and November 30, 2001, the Plan
Committee was presented with forms from 211 participants
requesting distribution that aggregated $86,000,000.  In the last
32-day period, 126 approved participants received distributions
of $53,135,993 in cash.  That total number and rate of these
requests are in stark contrast to when Enron was perceived to be
financially healthy, when, upon information and belief, no
participant had ever requested an accelerated distribution and
any request would have been an extraordinary event.

Pursuant to the Examiner's Report, all the elements of Section
547(b) have been met:

   -- the transfers were made to Enron creditors;

   -- the transfers were made on account of an antecedent debt;

   -- Enron is presumed to be insolvent within 90 days prior to
      the Petition Date; and

   -- because the participants' claims were general unsecured
      claims, the participants received more that they would
      have received in a Chapter 7 case and the transfer had not
      been made.

Moreover, the Examiner's Report contends that:

   (a) there does not appear to be any facts supporting any
       affirmative defenses in favor of the transferees;

   (b) the distributions were not conditioned on continued
       employment with Enron and as a result, the "new value"
       and "contemporaneous exchange" defenses do not appear to
       be applicable;

   (c) the ordinary course of business defense is inapplicable;

Mr. Beldner informs the Court that the Employees' Committee made
numerous attempts to obtain the Debtors' consent to commence and
prosecute the Deferred Compensation Avoidance Actions to no
avail.  The Employees' Committee also consulting the Official
Committee of Unsecured Creditors and it agreed that:

   (i) colorable avoidance actions like these should be
       commenced by an estate representative; and

  (ii) the Debtors were not the appropriate representatives to
       prosecute these actions given their former-employer
       relationship to the potential Defendants.

On April 16, 2003, the Employees' Committee asked the Debtors to
consent the commencement of Deferred Compensation Avoidance
Actions.  However, the Debtors denied the Employee Committee's
request.  Consequently, the Employee Committee asked the Debtors
to confer standing upon it.  The Debtors still yet to respond to
this request.

Mr. Beldner contends that the Debtors' action in connection with
the Deferred Compensation Avoidance Actions have been dilatory
and non-committal.  One can only speculate the reason why the
Debtors have not yet pursued these actions.  However, the
Employees' Committee believes that the Debtors will not pursue
these potential Defendants.

"The Debtors should not be allowed to delay the commencement of
these actions any longer... to protect those officers and
directors that were preferred over other employees," Mr. Beldner
remarks.  These actions should have been commenced by this time
and the Debtors have unjustifiably delayed in bringing these
actions.  Thus, Mr. Beldner argues that the Employees'
Committee's request should be granted, especially that:

   (a) the Defendants were preferred over all unsecured
       creditors, including other deferred compensation
       applicants, which to date, $435,000,000 is still owed to

   (b) commencement of the Deferred Compensation Avoidance
       Actions is necessary since the Debtors have unjustifiably
       delayed the commencement of these actions; and

   (c) the Creditors' Committee fully supports the Employees'
       Committee's proposal.

The Employees' Committee, upon consultation with the Creditors'
Committee, agreed to these fee reimbursement procedure for the
Employees' Committee counsel, KLWH:

   (a) Legal Fees.  Legal Fees are to be paid on an hourly basis
       by the estate in accordance with the existing fee and
       expense application process at 50% of KLWH's usual hourly
       rates with the balance of the accrued and allowed hourly
       time charges paid from proceeds recovered -- the
       Percentage Recovery.  KLWH's Percentage Recovery on the
       unpaid 50% portion of its accrued and allowed hourly
       charges, will, on an individual recovery, not exceed 25%
       of the recovery.  KLWH will endeavor to delegate mi-level
       associates with partner supervision in the prosecution
       prior to trial.  All fees will be subject to the existing
       fee application process; and

   (b) Expenses.  Out of pocket expenses will be paid by the
       estate in the ordinary course through the existing
       expense application process. (Enron Bankruptcy News, Issue
       No. 85; Bankruptcy Creditors' Service, Inc., 609/392-0900)

FALCON PRODUCTS: Takes Additional Steps to Streamline Operations
Falcon Products, Inc. (NYSE: FCP), a leading manufacturer of
commercial furniture, announced the next step in its plans to
streamline its operations.  

Through a combination of operating improvements in all of its
plants and expansion of strategic sourcing partnerships, the
Company will close its Canton, Mississippi facility and reallocate
production across its current supply base. The initiatives
announced today are expected to reduce the Company's fixed cost
structure and improve operating performance. In addition, these
actions are expected to provide greater levels of customer service
and reduce required inventory levels. The Company expects to
complete the plant closing and production transfers by the second
quarter of fiscal 2004.

In making the announcement, Franklin A. Jacobs, Chairman and Chief
Executive Officer, stated, "We have significantly improved our
cost structure in the last few years. The actions announced today
reflect our continued focus on improving our cost structure and
streamlining our operations. These actions will build upon our
previously announced decision to close our manufacturing facility
in Zacatecas, Mexico and are a key component of our ongoing plans
to reduce costs and improve customer service."

David L. Morley, President and Chief Operating Officer, commented,  
"The primary focus of our restructuring efforts will be to better
leverage the Company's existing manufacturing competencies and
improve operating efficiencies. As we consolidate manufacturing
operations into our existing facilities, we will improve our
operational focus, deepen the skills of our people, provide
greater levels of customer service, and improve our cost
structure. We believe these actions will position the Company for
improved financial performance, even in a slow economic

Falcon Products, Inc. is the leader in the commercial furniture
markets it serves, with well-known brands, the largest
manufacturing base and the largest sales force. Falcon and its
subsidiaries design, manufacture and market products for the
hospitality and lodging, food service, office, healthcare and
education segments of the commercial furniture market. Falcon,
headquartered in St. Louis, Missouri, currently operates 10
manufacturing facilities throughout the world and has
approximately 2,600 employees.

                         *    *    *

As previously reported in Troubled Company Reporter, Moody's
Investors Service lowered its ratings on Falcon Products, Inc.
Outlook for the said ratings is negative.

Rating Action                               To          From

* $30 Million Senior Secured Revolving
Term Facility due 2005                     B3           B1

* $44 Million Senior Secured Amortizing
Term Facility due 2005                     B3           B1

* $100 Million 11 3/8% Senior
Subordinated Notes due 2009               Caa2          B3

* Senior Implied Rating                     B3           B1

* Senior Unsecured Issuer Rating           Caa1          B2

FASTNET CORP: Inks Pact to Sell All Assets to US LEC for $6.8MM
FASTNET Corporation (OTC Bulletin Board: FSSTQ) has entered into
an Asset Purchase Agreement to sell substantially all of its
assets, including its Broadband and Dial Up Internet Access, Co-
location, and Managed Hosting business units, to US LEC Corp., for
an estimated $6.8 million, which is subject to adjustment and
includes the assumption of certain liabilities.

The transaction does not include assets associated with FASTNET's
Web Development and Wireless Access businesses. The completion of
the transaction is contingent on the satisfaction of a number of
conditions, including certain requirements under the Bankruptcy
Code and approval of the United States Bankruptcy Court for the
Eastern District of Pennsylvania. The transaction contemplated by
the Asset Purchase Agreement with US LEC Corp. is expected to be
completed in December, 2003.

R. Barry Borden, CEO of FASTNET, commented, "This agreement marks
a major step forward in setting the stage for the conclusion of
FASTNET's bankruptcy process and provides the assurance of
continuity of service to our customers. We are excited that we
have been able to maintain our original stated goal of resolving
these issues within a six-month period. We are particularly
pleased that we have fulfilled our commitment to our customers to
bring top quality companies such as US LEC into the process to
maintain the high degree of customer service and satisfaction that
our loyal FASTNET customers have come to expect."

Headquartered in Charlotte, North Carolina, US LEC (Nasdaq: CLEC)
is a super-regional telecommunications carrier providing voice,
data and Internet services throughout 14 Southeast and Mid-
Atlantic states. With more than 900 employees, US LEC serves over
75 markets and more than 14,000 medium and large-sized business

FASTNET (NASDAQ:FSST) provides high-performance, dedicated and
reliable broadband services to businesses that need to drive
productivity, profitability and customer service via the Internet.
Through private, redundant peering arrangements with the national
IP backbone carriers, FASTNET delivers customer data through the
fastest, least congested route to enhance reliability, improve
performance, and eliminate downtime. Founded in 1994, FASTNET
provides a complete suite of solutions for dedicated and broadband
access, Internet security and data backup as well as wireless
Internet connectivity, VPN design and implementation, managed
hosting, Web site and e-commerce development and co-location.

FASTNET filed for Chapter 11 protection on June 10, 2003, in the
U.S. Bankruptcy Court for the Eastern District of Pennsylvania
(Reading) (Bankr. Case No. 03-23143).

FEDERAL-MOGUL: Reaches Consensual Agreement on Chapter 11 Plan
Federal-Mogul Corporation (OTC Bulletin Board: FDMLQ) has reached
an agreement with the Unsecured Creditors Committee, the Asbestos
Claimants Committee, the Future Asbestos Claimants Representative,
the Agent for the Prepetition Bank Lenders and the Equity
Committee on an amended plan of reorganization that will be filed
with the U.S. Bankruptcy Court in Delaware in its Chapter 11
reorganization case.

The agreement on the amended plan is consistent with the principal
terms of the plan filed with the Bankruptcy Court in March 2003.

The next steps for the Co-Proponents will be completion of the
documentation of the amended plan and related disclosure statement
and the joint filing of those documents with the Bankruptcy Court.
The Bankruptcy Court has scheduled a hearing to approve the
disclosure statement prior to year-end.

Chip McClure, chief executive officer and president of Federal-
Mogul stated: "We will continue to work collaboratively with the
other Co-Proponents to emerge from Chapter 11 in mid-2004. Under
the amended plan, Federal-Mogul will emerge with an appropriate
capital structure and protected from asbestos liability by a
permanent channeling injunction, and will continue to be a leading
original equipment and aftermarket global automotive supplier."

Federal-Mogul is a global supplier of automotive components, sub-
systems, modules and systems serving the world's original
equipment manufacturers and the aftermarket. The company utilizes
its engineering and materials expertise, proprietary technology,
manufacturing skill, distribution flexibility and marketing power
to deliver products, brands and services of value to its
customers. Federal-Mogul is focused on the globalization of its
teams, products and processes to bring greater opportunities for
its customers and employees, and value to its constituents.

Headquartered in Southfield, Michigan, Federal-Mogul was founded
in Detroit in 1899 and today employs more than 46,000 people in 24
countries. On October 1, 2001, Federal-Mogul decided to separate
its asbestos liabilities from its true operating potential by
voluntarily filing for financial restructuring under Chapter 11 of
the Bankruptcy Code in the United States and Administration in the
United Kingdom. For more information on Federal-Mogul, visit the
company's Web site at  

FFP OPERATING: Section 341(a) Meeting to Convene on December 10
The United States Trustee will convene a meeting of FFP Operating
Partners, LP and its debtor-affiliates' creditors on December 10,
2003, 10:00 a.m., at Fritz G. Lanham Federal Building, Taylor
Street, Room 7A24, Fort Worth, Texas 76102.  This is the first
meeting of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

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

Headquartered in Fort Worth, Texas, FFP Operating Partners, LP,
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.  The Company filed for
chapter 11 protection on October 23, 2003 (Bankr. N.D. Tex. Case
No. 03-90171).  Mark Joseph Petrocchi, Esq., at Colvin and
Petrocchi represent the Debtor in its restructuring efforts.  When
the Company filed for protection from its creditors, it listed
over $10 million in assets and debts of over $50 million.

GAUNTLET ENERGY: Selling Seismic Assets & Methane Rights for $8MM
Gauntlet Energy Corporation provides the following update in
respect of the process undertaken to maximize value for its
various stakeholders.

Gauntlet reports the completion of the sale of certain seismic
assets and the sale of certain coal bed methane rights for cash
proceeds of approximately $7.8 million, substantially all of which
will be used to reduce the outstanding secured debt of the
principal lender of the Corporation to approximately $38 million.

In addition, Ketch Resources Ltd. has agreed to subscribe for
First Preferred Shares, Series A of Gauntlet, which upon
completion of the plan will represent all of the issued and
outstanding common shares, for $44.6 million, as adjusted for
working capital. The completion of the transaction with Ketch is
subject to numerous conditions including that a plan under the
Companies Creditors' Arrangement Act which is satisfactory to
Ketch, is approved by the Secured Creditors, the Unsecured
Creditors and the Court and that ongoing legal actions are
resolved to Ketch's satisfaction. Gauntlet has also agreed to
cease solicitations of any sales of further assets of the
Corporation or the sale of the Corporation.

The completion of the asset sales and the agreement with Ketch
provides additional certainty that a plan under the CCAA will be
proposed to the Secured Creditors and Unsecured Creditors of
Gauntlet in November 2003, with creditors meetings to be held in
early December and the effective date of the plan to be in mid
December. The Corporation continues to deal with legal actions and
there remains no assurance that any plan under the CCAA will be
completed or, if completed, what the level of participation of the
Secured Creditors and Unsecured Creditors will be under any such
plan. The Corporation does not anticipate paying any amount to the
holders of common shares. The Corporation is continuing to engage
in discussions with various stakeholders. FirstEnergy Capital
Corp. is acting as financial advisor to Gauntlet in connection
with these transactions.

GAUNTLET ENERGY: Ketch Will Buy Bulk of Business for $44.6 Million
Ketch Resources Ltd. has entered into an agreement with Gauntlet
Energy Corporation, approved by Gauntlet's Board of Directors,
which will result in Gauntlet becoming a wholly-owned subsidiary
of Ketch for total consideration of $44.6 million pursuant to a
proposed Plan of Arrangement under the Companies Creditors'
Arrangement Act.

The Plan contemplates the completion of a series of transactions
affecting certain creditors of Gauntlet as well as a
reorganization of the share capital of Gauntlet and is subject to
numerous conditions including that the Plan is satisfactory to
Ketch, is approved by the Secured and Unsecured Creditors of
Gauntlet and the Court of Queen's Bench of Alberta (the "Court")
and that ongoing legal actions are resolved to Ketch's
satisfaction. The Plan will be filed with the Court in mid
November, 2003 and mailed to affected creditors of Gauntlet
immediately thereafter. Meetings of affected creditors to approve
the Plan will be held in Calgary in early December, 2003. Upon
approval by the affected creditors, an application will be made to
the Court to approve the Plan. Following Court approval, it is
anticipated that the Plan would become effective by mid December,
2003. The Plan does not provide existing shareholders of Gauntlet
with any consideration nor are such shareholders being asked to
vote on the Plan.

The assets to be acquired by Ketch are located in northwest and
central Alberta and have production of approximately 1,650 barrels
of oil equivalent ("boe") per day approximately 96% of which is
natural gas. Reserves, as evaluated by Ketch and independently
reviewed by Ketch's third party reserves consultants, are
currently estimated at 2,990 mboe of proved and 3,680 mboe of
established reserves.

In addition, Ketch will acquire 125,500 net acres of undeveloped
land valued at $9.4 million, 2,400 kilometers of 2D seismic and
440 square kilometers of 3D seismic data. Upon completion of the
Plan, Gauntlet will have approximately $80 million of quality tax
pools. Following completion of the Plan, Ketch may seek to dispose
of certain of the acquired assets of Gauntlet for $15 to $20

Mr. Grant B. Fagerheim, President and CEO of Ketch stated, "The
acquisition of Gauntlet results in Ketch expanding its growth
potential while adding unhedged gas reserves at attractive
acquisition parameters and is accretive on all operational and
financial measures."

The transaction will be effective on completion of the Plan in
December 2003 and will be financed through bank lines to be
provided by Ketch's existing lender.

Ketch has also entered into a flow-through common share financing
agreement, on a bought deal basis, with an underwriting syndicate
led by Griffiths McBurney & Partners. Ketch will issue 850,000
flow-through common shares at a price of $9.25 per share for total
gross proceeds of approximately $7.86 million pursuant to certain
exemptions from prospectus requirements. The private placement
financing is scheduled to close on or about November 20, 2003, and
is subject to regulatory approval and completion of definitive
documentation. The proceeds of the flow-through common share
offering will be used to incur Canadian Exploration Expenses on
the continued exploration of Ketch's oil and natural gas
properties prior to December 31, 2004.

The transaction, following completion of the Plan, the flow-
through share financing and any asset sales, is expected to be
approximately 10% accretive to cash flow per share.

National Bank Financial Inc. is acting as financial advisor to
Ketch in connection with the acquisition of Gauntlet.

Ketch's common shares are listed on the Toronto Stock Exchange
under the symbol KER. Ketch is a Canadian growth oriented energy
company engaged in the exploration, development and production of
crude oil and natural gas. Gauntlet Energy Corporation is a
Calgary based junior oil and gas exploration and development

GENSCI ORTHOBIO.: Makes Initial Settlement Payment to Osteotech
Osteotech, Inc. (Nasdaq: OSTE) announced that as a result of
GenSci Orthobiologics, Inc.'s recent emergence from bankruptcy and
completion of its merger with IsoTis, SA, GenSci has made the
initial payment of $2.5 million of the total $7.5 million due to
Osteotech in connection with the settlement agreement resolving
Osteotech's claims against GenSci arising out of the finding at
trial that GenSci had infringed claims of certain of Osteotech's
Grafton(R) DBM patents.

In addition, at the same time, GenSci issued an irrevocable Letter
of Credit to Osteotech to secure the balance of $5 million, which
will be paid to Osteotech quarterly over a 5-year period,
commencing with the quarter beginning in January, 2004.

As a result of these events, Osteotech will recognize the entire
amount of the settlement of $7.5 million, approximately $4.5
million after provision for income taxes, or approximately $.25
per diluted share, in the fourth quarter of 2003. Therefore, the
Company also is reiterating its guidance for 2003 of revenues in
the range of $94 million to $96 million and diluted net income per
share of $.63 to $.67.

Osteotech, Inc., headquartered in Eatontown, New Jersey, is a
leading provider of human bone and bone connective tissue for
transplantation and an innovator in the development and marketing
of biomaterial and implant products for musculoskeletal surgery.
For further information regarding Osteotech or this press release,
please go to Osteotech's Web site homepage at

GENUITY: Wants Go-Signal to Examine Verizon Under Rule 2004
The Genuity Debtors seek Judge Beatty's permission to issue a
subpoena commanding Verizon Communications Inc. to produce certain
documents pursuant to Rule 2004 of the Federal Rules of Bankruptcy

D. Ross Martin, Esq., at Ropes & Gray, in Boston, Massachusetts,
relates that before the Petition Date, the Comptroller of Public
Accounts for the State of Texas began a sales and use tax audit
of Genuity Networks Inc. for the audit period January 1, 1996 to
June 30, 1999.  The audit was commenced in response to a request
by GTE Corporation, before the June 2000 merger of GTE and Bell
Atlantic, creating Verizon, and the related spin-off of Genuity.  
The audit concerns a request for a $7,500,000 refund of use taxes
that had been paid to the State of Texas by GTE Intelligent
Network Services, also known as Genuity Networks Inc. and now
known as Genuity Solutions Inc.  The overpayment was discovered
by Ryan & Company, which had been hired by GTE to perform a
reverse audit on all of GTE's affiliated companies, including GTE
Intelligent Network.

By letter dated April 29, 2003, the auditor for the State of
Texas contacted Genuity to ask for records necessary to complete
the Audit and refund request.  The letter informed Genuity that
the requested refund would be denied unless Genuity provided the
auditor with records sufficient to verify the request on or
before May 30, 2003.

Upon receipt of the Letter, the Debtors' counsel contacted the
auditor to ask for an extension of time to produce the requested
documents and to inform the auditor that any refund should be
remitted to Genuity and not Verizon.  Genuity also contacted
Verizon to seek Verizon's assistance in gathering the documents
requested by the Texas auditor.  Because the Audit Period
pertains to a period of time before the spin-off of Genuity from
GTE, Genuity believes that the necessary documents are, or should
be, in Verizon's possession as successor to GTE.  Genuity was
unable to obtain the requested documents by late May 2003, at
which time the auditor agreed to extend Genuity's time to respond
to the auditor's document request to August 31, 2003.

During the next few months, Genuity contacted Verizon several
times in an effort to obtain the documents necessary to complete
the Audit.  As of mid-August, Verizon failed to provide Genuity
with any of the requested documents.  The Debtors' counsel again
asked for an extension of time for Genuity to produce the
documents requested by the Texas auditor.  The auditor again
extended the deadline for Genuity to produce the documents to
October 31, 2003, but indicated that it would not grant any
further extensions.  To date, the Debtors have obtained
some of the necessary documents from Verizon.  However, the
Debtors still need these documents to comply with the auditor's

   (a) Soft copies of GTE Intelligent Network's billing run
       for each of the months in the Audit Period, from
       January 1, 1996 to June 30, 1999, that indicate the total
       sales for GTE Intelligent Network during the Audit Period;

   (b) The financial statements for GTE Intelligent Network for
       each of the months in the Audit Period; and

   (c) Documentation to support, by customer, sales during the
       Audit Period that were exempt from taxation, that is,
       documentation that supports a reduction from GTE
       Intelligent Network's gross sales to taxable sales,
       including exemption certificates filed by customers or
       billing statements containing information that indicates
       that the product sold was not taxable.

Because the Audit could result in a $7,500,000 refund coming back
into the Debtors' estate, the Debtors cannot, in keeping with
their fiduciary duties to their creditors, rely on Verizon's oral
representations that it has looked for the requested documents
and simply cannot find them.

The Debtors want Verizon to produce the documents at the offices
of Ropes & Gray, LLP, at One International Place, Boston, MA,
02110 as soon as possible.

                        Parties Stipulate

Through a Court-approved stipulation, the Debtors and Verizon
resolve their dispute and agree that:

   (a) The Debtors are authorized to serve on Verizon a subpoena
       seeking production of the documents;

   (b) In response to the subpoena, Verizon will produce any
       documents that are in its possession to the Debtors'
       counsel; and

   (c) Any documents that are required to be produced in
       electronic form will be delivered to
       unless the documents are too voluminous for and in a
       format that is not susceptible to delivery via e-mail, in
       which event they will be delivered in CD-R or other
       electronic media. (Genuity Bankruptcy News, Issue No. 21;
       Bankruptcy Creditors' Service, Inc., 609/392-0900)

GEORGETOWN STEEL: Seeks to Employ Regelbrugge as Business Broker
Georgetown Steel Company, LLC is asking the U.S. Bankruptcy Court
for the District of South Carolina for approval to employ Roger R.
Regelbrugge as a non-exclusive business broker in connection with
locating potential investors or purchasers for the Debtor's steel
mill and related assets located in Georgetown, South Carolina.

The Debtor points out that Mr. Regelbrugge is well qualified to
assist it. Mr. Regelbrugge has extensive experience in the steel
industry generally and with the Steel Mill specifically.  The
Debtor relate that Mr. Regelbrugge has widespread ties throughout
the steel industry.  At the Debtor's request, Mr. Regelbrugge also
currently serves on the Debtor's board of managers.

Given Regelbrugge's background, expertise, and experience both in
the steel industry generally and with the Debtor and its business
in particular, the Debtor believes that Mr. Regelbrugge is both
well qualified and uniquely able to search out and market the
Debtor's assets to his contacts in the industry in a most
efficient and timely manner.

Consequently, the Debtor seeks to engage Mr. Regelbrugge
postpetition to provide services, including:

     a. compiling a list of potential candidates to acquire the      
        operations of the Debtor;

     b. negotiating the sale of the Steel Mill, either its asset
        or stocks, as appropriate; and

     c. performing other related tasks as assigned by the

The Debtor believes that Mr. Regelbrugge is a "disinterested
person," as such term is defined in section 101(14) of the
Bankruptcy Code.  Mr. Regelbrugge will be compensated in the
amount of $1,000 for each day he works on the sale of the Steel
Mill, or $125 an hour for anything less than a six hour day. If
Mr. Regelbrugge is successful in locating a buyer for the assets
or stock of the Steel Mill acceptable to the Debtor and such sale
is approved by the Court, he will receive a success fee equal to
1% of the sale amount upon the closing of such approved

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

GILAT SATELLITE: Will Publish Third-Quarter Results on Nov. 13
Gilat Satellite Networks Ltd. (Nasdaq:GILTF), a worldwide leader
in satellite networking technology, announced its estimated
results for the quarter ended September 30, 2003.

The Company's regular announcement of third quarter results is
scheduled for Thursday, November 13, 2003. The Company
historically has not given guidance in advance of its regular
announcements of quarterly results, does not expect to do so in
the future, and is making this announcement solely due to its
outstanding offer to exchange its 4% Convertible Subordinated
Notes due 2012 for its Ordinary Shares. The expiration date for
the exchange offer is 12:00 midnight, New York City time, on
Monday, November 10, 2003, unless extended.

The Company estimates its revenues for the quarter to be between
US$43 to US$45 million. Operating loss for the quarter, which
includes restructuring charges in an amount of approximately US$2
million, is estimated to be between US$12 million and US$14
million. Net loss for the quarter, which includes the
restructuring charges, a gain from restructuring of debt in an
amount of approximately US$5 million and other income in an amount
of approximately US$1 million, is estimated to be between US$3
million to US$5 million or US$(0.23) to (0.38) per share.

The Company's cash balances as of September 30, 2003 are expected
to be approximately US$61 million, which reflects a decrease of
approximately US$9 million during the third quarter of 2003. The
cash balances are comprised of cash and cash equivalents, short-
term bank deposits, short and long term restricted cash less short
term bank credits and does not include restricted cash held in

Gilat Satellite Networks Ltd., with its global subsidiaries
Spacenet Inc., Gilat Latin America and rStar Corporation (RSTRC),
is a leading provider of telecommunications solutions based on
Very Small Aperture Terminal (VSAT) satellite network technology -
- with nearly 400,000 VSATs shipped worldwide. Gilat,
headquartered in Petah Tikva, Israel, markets the Skystar
Advantage(R), DialAw@y IP(TM), FaraWay(TM), Skystar 360E(TM) and
SkyBlaster(a) 360 VSAT products in more than 70 countries around
the world. Gilat provides satellite-based, end-to-end enterprise
networking and rural telephony solutions to customers across six
continents, and markets interactive broadband data services. Gilat
is a joint venture partner with SES GLOBAL, and Alcatel Space and
SkyBridge LP, subsidiaries of Alcatel, in SATLYNX, a provider of
two-way satellite broadband services in Europe. Skystar Advantage,
Skystar 360E, DialAw@y IP and FaraWay are trademarks or registered
trademarks of Gilat Satellite Networks Ltd. or its subsidiaries.
Visit Gilat at

At June 30, 2003, Gilat's balance sheet shows a total
shareholders' equity deficit of about $3.5 million.

GINGISS GROUP: Wants More Time to File Schedules and Statements
The Gingess Group, Inc., and its debtor-affiliates want more time
within to file their schedules of assets and liabilities, list of
equity security holders, schedules of executory contracts and
unexpired leases, and statement of financial affairs as required
under 11 U.S.C. Sec. 521(1).

The Debtors submit that their cases are of significant size. They
have potentially thousands of creditors and complex claims that
may be asserted against the Debtors' estates. The Debtors operate
a national chain of retail stores specializing in the rental and
sale of formal wear. They operate a total of approximately 400
stores in 34 states and in Jamaica.  Additionally, their employees
number to 1,400 in approximately 230 company-owned stores in 13
different states.

Business operations also involve hundreds of contracts, leases,
licenses, and other agreements. The Debtors have a limited number
of qualified staff available to perform and oversee all the
necessary chapter 11 reporting obligations. The Debtors and their
professionals need time to evaluate the information comprising the
Schedules and Statements once this information can be compiled.
Additionally, in the week prior to filing their petitions the
Debtors closed approximately 31 stores.

The Debtors assure the Court that they have worked and will work
diligently to review their records in order to prepare the
Schedules and Statements. However, pulling all the required
information together is a substantial task. Based upon the sheer
size of their business operations, it is virtually impossible to
complete the Schedules and Statements on the deadline.  
Consequently, the Debtors ask the Court to give them until January
13, 2004.

Headquartered in Addison, Illinois, The Gingiss Group, Inc., a
national men's formal wear rental and retail company, filed for
chapter 11 protection on November 3, 2003 (Bankr. Del. Case No.
03-13364).  James E. O'Neill, Esq., and Laura Davis Jones, Esq.,
at Pachulski Stang Ziehl Young Jones & Weintraub represent the
Debtors in their restructuring efforts. The Debtors listed debts
of over $50 million in their petition.

GLOBAL CROSSING: Inks Stipulation Rejecting Terminal Plaza Lease
On November 26, 1999, Terminal Plaza and Global Crossing Debtor
IXNET, Inc. entered into a non-residential real property lease for
office space at 450 Mission Street in San Francisco, California.  
After a careful and lengthy review, the GX Debtors determined that
the Lease was not beneficial to their businesses.  Accordingly, on
March 25, 2003, the GX Debtors sought to reject the Lease and
abandon certain personal property located in the leased premises
as of the date that the GX Debtors vacated the premises.

On April 8, 2003, the GX Debtors physically vacated the premises
covered by the Lease and surrendered the keys to Terminal Plaza.
On April 10, 2003, Terminal Plaza asserted that the GX Debtors
could not reject the Lease until they paid certain postpetition
expenses through the date that the Court approved an order
authorizing rejection of the Lease, including payment for:

    -- unpaid rent;
    -- direct expenses;
    -- direct utility expenses;
    -- taxes, services and utilities;
    -- third party fees;
    -- construction liens;
    -- repairs of tenant's construction deficiencies; and
    -- attorneys' fees.

In addition, on the same date, Terminal Plaza sought to compel
the Debtors to pay postpetition expenses, which Terminal Plaza
contended were in excess of $1,200,000.  

The Parties then negotiated in good faith to resolve the dispute.  
In a Court-approved stipulation, the parties agree that:

    (1) Pursuant to Sections 365(a) and 554(a) of the Bankruptcy
        Code, the GX Debtors will reject the Lease and abandon all
        personal property located at the premises covered by the
        Lease effective as of April 8, 2003;

    (2) Except as otherwise expressly stated, pursuant to
        Sections 365(d)(3) and 503(b)(1) of the Bankruptcy Code,
        Terminal Plaza will have an administrative expense
        priority claim in the GX Debtors' Chapter 11 cases for
        $746,310 as full and complete satisfaction of any and all
        postpetition charges arising under the Lease, including,
        among other things, rent, direct expenses, direct utility
        expenses, taxes, services and utilities, third party fees,
        mechanics' liens and attorneys' fees;
    (3) The GX Debtors will pay the Administrative Expense Claim
        to Terminal Plaza as:

         (i) $377,119 of the Administrative Expense Claim will
             be paid immediately -- the First Payment; and

        (ii) the remaining $369,200 -- the Second Payment of the
             Administrative Expense Claim -- will be paid upon the
             earlier to occur of:

             * the effective date of a plan of reorganization in
               the GX Debtors' Chapter 11 cases; or

             * the date upon which all claims asserted in the GX
               Debtors' Chapter 11 cases that relate to
               mechanics' liens filed against the premises
               covered by the Lease, are allowed, disallowed,
               withdrawn or settled.  

        The First Payment and the Second Payment will be made by
        company check and will be delivered by Federal Express or
        another nationally recognized overnight courier service to
        the office of Terminal Plaza.  In the event that the GX
        Debtors are required, as part of their claims
        administration process, to make distributions on account
        of the Mechanics' Lien Claims, the GX Debtors will be
        entitled to offset any and all payments from the Second
        Payment.  For the avoidance of doubt the GX Debtors will:

         (i) have no set-off right against the First Payment; and

        (ii) in no event, be entitled to recover or disgorge any
             portion of the Second Payment from Terminal Plaza
             after it has been paid in accordance with the terms
             of the Stipulation.

        In addition, the GX Debtors will cooperate, to the extent
        reasonable, with Terminal Plaza in the adjudication or
        settlement of any proceeding between Terminal Plaza and
        the holder of a Mechanics' Lien Claim;

    (4) Terminal Plaza and the GX Debtors each reserve their
        rights relating to the $88,000 security deposit the GX
        Debtors provided prior to the Petition Date.  Terminal
        Plaza contends that pursuant to the terms of the Lease and
        applicable bankruptcy and non-bankruptcy law, the security
        deposit secures its claims and, therefore, Terminal Plaza
        is under no obligation to apply the security deposit to
        the Administrative Expense Claim.  

        Nothing in the Stipulation will be construed as an
        express or implied waiver by Terminal Plaza of its right
        to apply the security deposit to its prepetition claims
        against the GX Debtors.  In the event, however, that the
        GX Debtors prevail in any dispute relating to the security
        deposit and the Bankruptcy Court directs Terminal Plaza to
        apply the security deposit to the Administrative Expense
        Claim, the GX Debtors will be entitled to offset their
        scheduled payments for the Administrative Expense Claim by
        the amount of the security deposit.  If the GX Debtors
        have paid the full amount of the Administrative Expense
        Claim to Terminal Plaza, Terminal Plaza will promptly
        refund the amount of the security deposit to the GX

    (5) Notwithstanding anything to the contrary, Terminal Plaza
        reserves its right to amend the proof of claim that it
        has filed in the GX Debtors' Chapter 11 cases to include
        any damage claims from the rejection of the Lease,
        including, but not limited to, cleanup and removal costs.
        The GX Debtors reserve all of their rights with respect
        to the proof of claim, any amendments thereto, and the
        underlying claims; and

    (6) Upon the GX Debtors' payment of the Administrative Expense
        Claim to Terminal Plaza, the parties will exchange mutual
        releases. (Global Crossing Bankruptcy News, Issue No. 49;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)

GLOBAL CROSSING: Enhances IP Virtual Private Network Services
Building upon its success in delivering leading IP solutions to
multinational enterprises worldwide, Global Crossing announced
access enhancements to its Internet protocol virtual private
network service that respond to customer demand for end-to- end
data, voice and video application support built upon the superior
reach, throughput and reliability of the Global Crossing network.

Global Crossing IP VPN Service(TM) enhancements are the latest in
a series of enterprise IP service portfolio offerings that are
designed to provide customers with a roadmap for convergence --
the integration of data, voice and video services securely through
a single access method. This represents the second major
enhancement to Global Crossing IP VPN Service, and future
enhancements will continue to deliver customer benefits of
increased performance, reach, interoperability, and security while
contributing to a decreasing total cost of ownership.

"Robust IP solutions such as Global Crossing IP VPN Service
represent the delivery of real-world value to multinational
corporations through the Global Crossing network," said Global
Crossing CEO John Legere.

With three classes of service and associated service level
agreements (SLAs) that include latency, packet loss, jitter and
availability, Global Crossing IP VPN Service has been enhanced to
integrate Global Crossing's IP Video and Global Crossing VoIP
Termination Services onto a single connection. Voice over IP
(VoIP) termination service allows IP networks to interconnect,
thereby enabling customers to reduce their network costs by
leveraging their own VoIP network investment and extend their
domestic and international service reach. The integrated IP
Videoconferencing service also enables customers to hold
videoconferences utilizing the IP VPN networks for exceptional
image quality, reliability and cost savings.

"There's a direct connection between customer experience and
product and service innovation," said Anthony Christie, Global
Crossing's senior vice president of offer and product management.
"Customers can count on having more time to focus on their core
business while Global Crossing focuses on providing secure,
reliable, high-performance IP solutions."

Also included in the enhanced Global Crossing IP VPN Service is
digital subscriber line (DSL) access, which is available today in
the United Kingdom, with worldwide availability planned for later
in the year. A DSL solution can lower access costs by 30 to 40
percent over traditional local access methods.

"With these latest enhancements of Global Crossing IP VPN Service,
Global Crossing has engineered a compelling and differentiated
hybrid solution, enabling a migration path to a pure MPLS-based IP
VPN infrastructure," stated David Parks, senior analyst, The
Yankee Group. "This evolution path strengthens Global Crossing's
position as a global provider of next generation IP VPN services,
where The Yankee Group has projected a substantial service uptake
during the next 12-month period."

Global Crossing IP VPN Service is supported by a global managed
capability, providing full service lifecycle support including 24-
hour customer service, engineering and design, equipment
procurement, installation and maintenance, network monitoring, and
industry-leading SLAs. Also increasing the value of Global
Crossing's multi-protocol label switching (MPLS)-based IP VPN
Service is network supported site-based remote access for IP VPN.
Dispersed remote users and centralized small office users alike
can connect to the VPN via a secure IPSec "tunnel" connection over
any access method, such as cable or DSL. Authentication for remote
access is performed in the Global Crossing network rather than
through costly on-site equipment.

Global Crossing's full portfolio of services addresses
multinational enterprise requirements for internetworking
solutions based on frame relay, asynchronous transfer mode (ATM)
and Ethernet technologies with IP VPN locations to optimize a
network's total cost of ownership.

In addition, Global Crossing IP VPN Service provides the logical
evolution path for enterprises using Global Crossing frame relay,
ATM, or private line networks to an MPLS IP-based network without
interruption. Additionally, the IP VPN service is well suited as a
reliable, secure backup to other wide area networking (WAN)
connections for enterprise business continuity planning.

Global Crossing IP VPN Service offers multiple Classes of Service
(CoS) and differentiated Quality of Service (QoS) -- basic,
enhanced and premium (real-time) -- using MPLS directly over Dense
Wavelength Division Multiplexing (DWDM). MPLS technology speeds
the flow of data by adding a series of labels and delivering
packets across a pre-determined path meeting QoS standards.

Global Crossing provides telecommunications solutions over the
world's first integrated global IP-based network, which reaches 27
countries and more than 200 major cities around the globe. Global
Crossing serves many of the world's largest corporations,
providing a full range of managed data and voice products and

On January 28, 2002, Global Crossing Ltd. and certain of its
subsidiaries (excluding Asia Global Crossing and its subsidiaries)
commenced Chapter 11 cases in the United States Bankruptcy Court
for the Southern District of New York (Bankruptcy Court) and
coordinated proceedings in the Supreme Court of Bermuda (Bermuda
Court). On the same date, the Bermuda Court granted an order
appointing joint provisional liquidators with the power to oversee
the continuation and reorganization of the Bermuda-incorporated
companies' businesses under the control of their boards of
directors and under the supervision of the Bankruptcy Court and
the Bermuda Court. Additional Global Crossing subsidiaries
commenced Chapter 11 cases on April 23, August 4 and August 30,
2002, with the Bermuda incorporated subsidiaries filing
coordinated insolvency proceedings in the Bermuda Court. The
administration of all the cases filed subsequent to Global
Crossing's initial filing on January 28, 2002 has been
consolidated with that of the cases commenced on January 28, 2002.
Global Crossing's Plan of Reorganization, which was confirmed by
the Bankruptcy Court on December 26, 2002, does not include a
capital structure in which existing common or preferred equity
will retain any value.

On November 18, 2002, Asia Global Crossing Ltd., a majority-owned
subsidiary of Global Crossing, and its subsidiary, Asia Global
Crossing Development Co., commenced Chapter 11 cases in the United
States Bankruptcy Court for the Southern District of New York and
coordinated proceedings in the Supreme Court of Bermuda, both of
which are separate from the cases of Global Crossing. Asia Global
Crossing has announced that no recovery is expected for Asia
Global Crossing's shareholders. Asia Netcom, a company organized
by China Netcom Corporation (Hong Kong) on behalf of a consortium
of investors, has acquired substantially all of Asia Global
Crossing's operating subsidiaries except Pacific Crossing Ltd., a
majority-owned subsidiary of Asia Global Crossing that filed
separate bankruptcy proceedings on July 19, 2002. Global Crossing
no longer has control of or effective ownership in any of the
assets formerly operated by Asia Global Crossing.

Please visit http://www.globalcrossing.comfor more information  
about Global Crossing.

GLOBALSTAR L.P.: Proposes Uniform Asset Sale Procedures
Globalstar, L.P. has filed a motion with the U.S. Bankruptcy Court
in Delaware to allow Globalstar to sell the company's assets and
operations to a new investor in a private sale transaction.

This confirms the private sale plan that Globalstar described last
week as part of its announcement that ICO Global Communications
(Holdings) Limited might not complete its own plan to acquire

Globalstar will entertain offers from all interested parties
received by November 10, 2003. A copy of the company's full court
filing, which includes details on the sale procedures, may be
found at A  
hearing with the U.S. Bankruptcy Court in Delaware to approve the
sale transaction has been scheduled for November 20, 2003.

During the course of the current sale process, Globalstar's day-
to-day business operations are continuing as usual, and the
company hopes to complete the sale of its assets and services to a
new investor in the near future, followed by the completion of its
Chapter 11 process.

GRASSLAKE HEALTHCARE: Voluntary Chapter 11 Case Summary
Debtor: Grasslake Healthcare Investors, L.P.
        925 North Point Parkway
        Suite 440
        Alpharetta, Georgia 30005-8893

Bankruptcy Case No.: 03-74839

Chapter 11 Petition Date: October 28, 2003

Court: Northern District of Georgia (Atlanta)

Judge: Joyce Bihary

Debtor's Counsel: G. Frank Nason, IV, Esq.
                  Lamberth, Cifelli, Stokes & Stout, PA
                  East Tower Ste 550
                  3343 Peachtree Rd., NE
                  Atlanta, GA 30326
                  Tel: 404-262-7373
                  Fax: 404-262-9911

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

HAYES LEMMERZ: Resumes Operations at Huntington, Indiana, Facility
Hayes Lemmerz International, Inc. (OTC: HAYZ) announced that its
foundry, machinery and finishing operations have been restarted at
its Huntington, Indiana Operations.  

As previously announced, operations there were su spended after an
October 29 accident which caused isolated damage to the Hayes
Lemmerz Huntington facility.  The damage was confined to the
northwest corner of the building near an aluminum chip
reprocessing system and did not spread to the area where wheels
are produced or machined.

Hayes Lemmerz' employees and contract workers started returning to
work over the October 31-November 2 weekend to carry out checks to
ensure safety and quality of all systems, prior to start-up.  
Regularly scheduled shifts commenced on Sunday evening,
November 2.

Hayes Lemmerz has been working closely with its customers to
minimize the impact of the accident on their business activities.

The Company also reported that three of its employees were injured
by the accident.  Of the three, one has died from his injuries,
one remains hospitalized at this time and one was treated and
released.  Curtis Clawson, Hayes Lemmerz' Chairman and CEO, said,
"We are saddened by the injuries and loss of life resulting from
this accident.  We extend our deepest sympathy to the families,
friends, and co-workers of the employees affected by this

The Company said that it continues to work with government
agencies to determine the cause of the accident.

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.

HEALTHSOUTH: Gets Notice of Technical Default from Bondholders
HealthSouth Corporation (OTC Pink Sheets: HLSH), which previously
announced that it has initiated discussions and submitted term
sheets to its creditors providing for the restructuring of the
Company's outstanding indebtedness, said that it has received a
notice of technical default purportedly from the requisite holders
of certain of its senior notes and its senior subordinated notes.

Once notice has actually been received, the notes provide for a
cure period, following which these noteholders would have the
right to accelerate payment of the outstanding principal amount of
these notes.

The Company stated that it is current on all interest payments due
to its bank and noteholders. The Company also reiterated it
intention to remain current on all upcoming interest payments.

"We have presented all of our creditors with term sheets and are
awaiting their response," said Joel C. Gordon, HealthSouth's
Interim Chairman. "While there are natural tensions that arise in
any negotiation process, today's action we believe is a very
public tactic by the holders of these notes to try to extract
greater value at the expense of our other stakeholders. We firmly
believe that there is equity value in HealthSouth and we are
unwilling simply to give more shareholder value away to our
bondholders than is fair. We will continue to do what is right for
the benefit of all HealthSouth stakeholders."

HealthSouth is the nation's largest provider of outpatient
surgery, diagnostic imaging and rehabilitative healthcare
services, operating nearly 1,700 facilities nationwide and abroad.
HealthSouth can be found on the Web at

ICO INC: Terminates Rights Agreement with Harris Trust
ICO, Inc. (Nasdaq: ICOC) has amended the Rights Agreement between
ICO and Harris Trust & Savings Bank to accelerate its final
expiration date.  As a result, the Rights Agreement terminated at
the close of business on November 3, 2003.

"A number of our shareholders have indicated that the Company's
Rights Agreement should be terminated," said Chris O'Sullivan,
Chairman of the Company.  "After careful consideration, the Board
voted to amend the Rights Agreement to provide for its prompt

Shareholders do not need to exchange stock certificates or take
any other action in respect of the termination of the Rights

Through twenty plants worldwide, ICO Polymers produces and markets
ICORENE(TM) and COTENE(TM) rotational molding powders, as well as
ICOFLO(TM) powdered processing aids and ICOTEX(TM) powders for
textile producers.  ICO additionally provides WEDCO(TM) size
reduction services for specialty polymers.  ICO's Bayshore
Industrial subsidiary produces specialty compounds, concentrates,
and additives primarily for the film industry.
As previously reported, Standard & Poor's withdrew its 'B+'
corporate credit and 'B-' senior unsecured debt rating on ICO
Inc., at the company's request.

INAMED INC: Board Declares 3-For-2 Reverse Stock Split
Inamed Corporation (Nasdaq:IMDC), a global healthcare company,
announced that its Board of Directors has declared a three for two
split of its common stock in the form of a 50% stock dividend.

Stockholders will receive one-half new share of common stock for
each share of common stock held at the close of business on
December 1, 2003. The additional stock, together with cash
payments in lieu of fractional shares, will be distributed on
December 15, 2003.

"Our decision to split the stock reflects our confidence in the
company's continued success and our desire to broaden our
stockholder base," said Nick Teti, Chairman, President and Chief
Executive Officer of Inamed Corporation. "In addition, the larger
number of shares resulting from this stock split should improve
liquidity and our trading volume to the further benefit of

The three for two stock split will increase Inamed's outstanding
common stock to approximately 35 million shares, well within the
Company's 50 million share authorization. A two for one split
would have required that Inamed obtain shareholder approval to
increase the amount of its authorized common stock.

Inamed (Nasdaq:IMDC) (S&P, BB- Corporate Credit Rating, Positive
Outlook) is a global healthcare company with over 25 years of
experience developing, manufacturing and marketing innovative,
high-quality, science-based products. Current products include
breast implants for aesthetic augmentation and for reconstructive
surgery; a range of dermal products to treat facial wrinkles; and
minimally invasive devices for obesity intervention, including the
LAP-BAND(R) System for morbid obesity. The Company's Web site is    

INTERLINE BRANDS: Sept. 26 Net Capital Deficit Widens to $256MM
Interline Brands, Inc., a leading distributor and direct marketer
of maintenance, repair and operations products, reported record
net cash provided by operations as well as increases in gross
profit and operating income for the fiscal quarter ending
September 26, 2003 compared to the same period in 2002.  

Net cash provided by operations for the nine months ended
September 2003 was $23.4 million compared to $7.6 million in the
comparable period for the prior year.  In the third quarter of
2003 operating income increased 13.6% and gross profit increased
5.0% despite relatively flat sales.  For the nine months ending
September 2003, operating income increased 9.5% and gross profit
increased 2.4% on a 1.0% decline in sales.

Interline's President and Chief Executive Officer Michael Grebe
commented on the company's performance for the period: "Our strong
earnings performance in the quarter and for the first nine months
of 2003 is a result of our continued focus on maximizing operating
efficiencies and our active management of investments in working
capital, and is further validation of the benefits of our
integrated operating model."

Net sales increased by $0.7 million, or 0.4%, to $166.7 million in
the third quarter of fiscal 2003 from $166.0 million in the
comparable period for the prior year on the same number of
shipping days.  For the nine months ended September 2003, net
sales decreased by $5.1 million, or 1.0%, to $481.2 million from
$486.3 million in the comparable period for the prior year.  These
sales results reflect continued weakness in the multi-family
housing and professional contractor markets, which are Interline
Brands' two largest customer segments.

Gross profit increased $3.0 million to $63.4 million in the third
quarter of fiscal 2003 from $60.4 million in the comparable period
in 2002.  As a percentage of sales, gross profit improved to 38.0%
in the third quarter of 2003 from 36.4% in the third quarter of
2002.  For the nine months ending September 2003, gross profit
increased $4.3 million to $183.0 million from $178.7 million in
the comparable period in 2002.  As a percentage of sales, gross
profit for the first nine months of 2003 improved to 38.0% of
sales from 36.7% for the same period last year.

Selling, general and administrative expenses increased by
$2.2 million, to $43.7 million in the third quarter of 2003 from
$41.5 million in the comparable period for the prior year.  SG&A
expenses for the nine months ended September 2003 increased $2.4
million from the comparable period for the prior year.

During the third quarter of 2003 the company reclassified freight
costs paid by its customers from selling, general and
administrative costs to net sales.  Freight costs paid by
customers increased during the third quarter by $0.3 million to
$1.3 million from $1.0 million in the comparable period for the
prior year.  This reclassification did not have an effect on
operating income; however it did increase net sales and selling,
general and administrative costs -- each by $1.3 million -- during
the third quarter.

Operating income increased by $2.0 million, or 13.6%, to $16.4
million in the third quarter of 2003 from $14.4 million in the
comparable period for the prior year.  For the first nine months
of 2003, operating income increased $4.0 million, or 9.5%, to
$47.0 million from $43.0 million for the first nine months of
2002.  Net cash provided by operating activities increased by
208.8% or $15.8 million to $23.4 million for the nine months ended
September 2003 from $7.6 million in the comparable period for the
prior year.  The increase in net cash provided by operating
activities was the result of continued strong operating income as
well as continued realization of working capital efficiency
initiatives during the period, which includes a $12.6 million
reduction in inventory levels from December 27, 2002.

Net income was $4.8 million for the third quarter and $2.9 million
for the first nine months of 2003, compared to $0.3 million and
$5.2 million during the respective comparable periods in 2002.

At September 26, 2003, Interline Brands' balance sheet shows a
total shareholders' equity deficit of about $256 million.

Interline Brands, Inc. is a privately held, direct marketing and
specialty distribution company with corporate offices in
Jacksonville, Florida. Interline sells maintenance, repair and
operations (MRO) products with guaranteed same-day or overnight
shipping to professional contractors, facilities maintenance
professionals, hardware stores, and other customers across North
America and Central America. Interline's principal shareholders
include Parthenon Capital, JPMorgan Partners, General Motors
Pension Fund, Sterling Partners L.P. and management. To learn more
about the company visit

INTERNATIONAL PAPER: Declares Dividend Payable on December 15
International Paper (NYSE: IP) announced a regular quarterly
dividend of $0.25 per share for the period of Oct. 1, 2003, to
Dec. 31, 2003, inclusive.  The dividend on the common stock of the
company is payable on Dec. 15, 2003, to holders of record at the
close of business on Nov. 21, 2003.

The company also declared a regular quarterly dividend of $1 per
share for the period of Oct. 1, 2003, to Dec. 31, 2003, inclusive,
on the preferred stock of the company, payable on Dec. 15, 2003,
to holders of record at the close of business on Nov. 21, 2003.

International Paper also announced the regular distribution of
capital securities interests in International Paper Capital Trust
III, to be paid at the rate of $0.4921875 per capital securities
interest for the period Oct. 1, 2003 to Dec. 31, 2003. The
distribution is payable on Dec. 1, 2003, to holders of record at
the close of business on Nov. 16, 2003.

Also, the company announced the regular distribution on
convertible preferred securities interest in International Paper
Capital Trust, paid at an annual rate of 5-1/4 percent per
convertible preferred security for the period Oct. 1, 2003 to
Dec. 31, 2003. The distribution is payable Dec. 15, 2003, for
holders of record at the close of business on Nov. 30, 2003.

International Paper -- is the  
world's largest paper and forest products company. Businesses
include paper, packaging, and forest products. As one of the
largest private forest landowners in the world, the company
manages its forests under the principles of the Sustainable
Forestry Initiative(R) program, a system that ensures the
perpetual planting, growing and harvesting of trees while
protecting wildlife, plants, soil, air and water quality.
Headquartered in the United States, International Paper has
operations in over 40 countries and sells its products in more
than 120 nations.

As previously reported, Standard & Poor's Ratings Services
assigned its 'BB+' preferred stock ratings to International Paper
Co.'s $6 billion mixed shelf registration.

JAMES RIVER: General Claims Bar Date Set for November 17, 2003
The U.S. Bankruptcy Court for the Middle District of Tennessee
directs all creditors, except for holders of Governmental Claims,
of James River Coal Company, and its debtor-affiliates to file
their proofs of claim with the Debtors' Claims Agent, Bankruptcy
Service, LLC, on or before November 17, 2003, or be forever barred
from asserting their claims.

The Court sets the Governmental Claims bar date for Jan. 16, 2004.

To be timely, proof of claim forms must be received before 5:00
p.m. Eastern Time on Nov. 17.

Proofs of claim need not be filed at this time if they are on
account of:

        1. Claims already properly filed with the Claims Agent;

        2. Claims not listed as contingent, unliquidated or

        3. Claims previously allowed by, or paid pursuant to, an
           Order of the Court; or

        4. Claims of one Debtor to another Debtor.

James River Coal Company, together with its debtor-affiliates,  
is one of the leading coal producers in the Central Appalachian  
coal region.  The Company filed for chapter 11 protection on  
March 25, 2003, (Bankr. M.D. Tenn. Case No. 03-04095).  Paul  
Jennings, Esq., and Gene L. Humphreys, Esq., at Bass Berry &  
Sims PLC represent the Debtors in their restructuring efforts.  

KMART: Court Reclassifies Improper Debtor Claims Totaling $1.8BB
During the Claims Review process, the Kmart Debtors determined
that certain proofs of claim filed against them failed to indicate
which Debtor the Claim was to be asserted against.  In addition,
the Debtors determined that certain proofs of claim were
incorrectly asserted against every Debtor in these cases.  

At the Debtors' behest, Judge Sonderby reclassifies 6,676
Improper Debtor Claims so that each of these Claims is correctly
asserted against Kmart Corporation.  The Improper Debtor Claims
total $1,805,741,418:

          Type of Claim                       Amount
          -------------                       ------
          Secured Claims                 $70,774,555
          Administrative Claims           11,441,613
          Priority Claims                199,112,507
          Unsecured Claims             1,526,412,744

In subsequent orders, Judge Sonderby reclassifies 41 more claims
so that these claims are asserted against Kmart Corporation.
(Kmart Bankruptcy News, Issue No. 64; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

MIRANT CORP: NMWDA Seeks Relief from Stay to Use Cash Deposit
Pursuant to Section 362(d) of the Bankruptcy Code, Northeast
Maryland Waste Disposal Authority asks the Court to modify the
automatic stay to permit it to apply against unpaid electricity
sales a cash deposit Mirant Americas Energy Marketing, LP
provided to the Authority.

The Authority was established to assist political subdivisions in
Maryland with the management of solid waste and the development
of waste disposal facilities for public benefit.  The Authority
owns facilities in Montgomery County, Maryland for the disposal
of municipal solid waste the County generated and for the related
production of electricity from a 50-megawatt resource recovery
facility -- the Project.

Katherine Elrich, Esq., at Piper Rudnick LLP, in Dallas, Texas,
reports that the Authority financed the Project in 1993 through
the issuance of tax exempt and taxable bonds having a
$360,000,000 principal amount.  A partial refunding and
reissuance of the Bonds for $185,000,000 occurred in 2003.  The
Project's revenues secured the Bonds.

On July 12, 2001, the Authority and Mirant Americas entered into
the Electricity Sales Agreement.  Pursuant to the Agreement,
Mirant Americas will purchase all electricity generated by the
Project.  The Agreement is governed by an Initial Price Period
that sets the Contract Price for a period expiring on
December 31, 2003.

Pursuant to the Agreement, Ms. Elrich relates that the Authority
and Mirant Americas are to enter into negotiations for the price
to be paid for Electricity subsequent to the Initial Price
Period.  If no agreement is reached, the Agreement will terminate
on December 31, 2003.

Mirant Americas is obligated to pay each month's total delivery
of Electricity on the 25th day of the following month.  

Because of the credit downgrade, Mirant Corporation guaranteed to
the Authority Mirant Americas' obligations during the Initial
Price Period.  In addition, Mirant Americas provided to the
Authority, as beneficiary, a letter of credit issued by Wachovia
Bank, National Association, which was subject to adjustment.  
Mirant Americas also provided the Authority a cash deposit.  As
of the Petition Date, the Authority holds a $2,100,000 letter of
credit and $1,200,000 cash deposit.

Ms. Elrich informs the Court that Mirant Americas did not pay the
Authority for any of the Electricity delivered to it in June
2003, amounting to $1,648,105.  In addition, Mirant Americas'
representatives indicated that payment of July prepetition
deliveries of Electricity would not be made when due.

While the Authority does not yet have from Mirant Americas the
precise quantity of Electricity delivered during the prepetition
portion of July, it is expected that it will have a contract
value of slightly more than $800,000.

To avoid a shortfall in revenue available for debt service on the
Bonds, Ms. Elrich reports that the Authority drew on the letter
of credit the payment for June deliveries amounting to
$1,648,105.  Thus, the available balance remaining under the
letter of credit is $451,895.  This would be insufficient to
satisfy the expected amount owed for prepetition July Electricity
deliveries by not more than $400,000.  The cash deposit remains
the only available source of payment to the Authority for
application to its Bond debt service.

Accordingly, Ms. Elrich contends, the Authority's request is
warranted as:

   (a) there appears to be no basis on which Mirant Americas can
       demonstrate that the cash deposit is necessary for an
       effective reorganization; and

   (b) it does not have an interest in the cash deposit to the
       extent of payment deficiencies under the Agreement. (Mirant
       Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
       Service, Inc., 609/392-0900)

NEXTERA ENT.: Nasdaq Will Delist Shares from SmallCap Market
Nextera Enterprises, Inc. (NASDAQ: NXRA) announced that, while it
has received a letter from the Nasdaq Stock Market stating that
the Company's Class A common stock has received a conditional
listing on the Nasdaq SmallCap Market, its common stock will be
delisted upon the earlier of November 30, 2003 or the closing of
the proposed sale of all of the assets of the Company's direct and
indirect subsidiaries, Lexecon, Inc., CE Acquisition Corp. and ERG
Acquisition Corp., to LI Acquisition Company, LLC, a wholly owned
subsidiary of FTI Consulting, Inc.

The reason given in the letter for the delisting is that the asset
sale will result in Nextera lacking tangible business operations
under Nasdaq's Marketplace Rules 4300 and 4330(a).

Nextera's conditional listing for its common stock is also subject
to the Company providing Nasdaq with at least three days prior
notice of the closing of the asset sale and prompt notice of any
significant events that occur prior during the conditional listing

Nasdaq also informed Nextera in the letter that at any time
preceding the delisting of its common stock, the Company may
submit to the Nasdaq Listing Qualifications Panel a definitive
plan outlining how the Company will prevent delisting. Any plan
submitted by the Company will be considered by the Nasdaq Listing
Qualifications Panel to determine whether it is sufficient to
provide assurances that the Company will be able to sustain
compliance with all applicable listing standards of the Nasdaq
SmallCap Market. No assurance can be given, however, that the
Company will be able to avoid delisting of its common stock.

Nextera Enterprises Inc., through its wholly owned subsidiary,
Lexecon, provides a broad range of economic analysis, litigation
support, and regulatory and business consulting services. One of
the nation's leading economics consulting firms, Lexecon assists
its corporate, law firm and government clients reach decisions and
defend positions with rigorous, objective and independent
examinations of complex business issues that often possess
regulatory implications. Lexecon has offices in Cambridge and
Chicago. More information can be found at

                            *   *   *

                 Liquidity and Capital Resources

In its SEC Form 10-Q for the quarter ended March 31, 2003, Nextera
Enterprises reported:

"Consolidated working capital was $6.1 million on March 31, 2003,
compared to a working capital of $5.2 million on December 31,
2002. Included in working capital were cash and cash equivalents
of $0.6 million and $1.6 million on March 31, 2003 and
December 31, 2002, respectively.

"Net cash used in operating activities was $8.4 million for the
three months ended March 31, 2003. The primary components of net
cash used in operating activities was an increase of $5.0 million
of prepaid and other assets (relating to Messrs. Fischel and
Carlton's non-compete agreements), an increase of $4.4 million of
accounts receivable, a $1.6 million decrease of accounts payables
and accrued expenses (primarily bonus payments), and a net loss of
$3.1 million. These cash outflows were offset in part by $5.2
million of non-cash items relating to depreciation, provision for
doubtful accounts, amortization of non-compete agreements, non-
cash compensation charges, and interest paid-in-kind.

"Net cash provided by investing activities was $2.6 million for
the three months ended March 31, 2003, almost entirely
representing decreases in restricted cash.

"Net cash provided by financing activities was $4.8 million for
the three months ended March 31, 2003. The primary component of
net cash provided by financing activities was $5.0 million of
borrowings under the Company's Senior Credit Facility.

The Company's primary sources of liquidity are cash on hand,
restricted cash (for bonus payments only) and cash flow from
operations. The Company believes that if it is successful in
reducing its current days sales outstanding level and achieving
its forecasted profitability, it will have sufficient cash to meet
its operating and capital requirements for the next twelve months.
However, there can be no assurances that the Company's actual cash
needs will not exceed anticipated levels, that the Company will
generate sufficient operating cash flows, by reducing its current
days sales outstanding level and achieving its forecasted
profitability, to fund its operations in the absence of other
sources or that acquisition opportunities will not arise requiring
resources in excess of those currently available. In particular,
the Company has the option of extending the employment and non-
compete agreements with Messrs. Fischel and Carlton from their
current expiration of July 16, 2003 to January 15, 2004. In order
to exercise such option, the Company must pay Messrs. Fischel and
Carlton an aggregate amount of approximately $3.5 million,
including interest, on or before July 15, 2003 and an aggregate
amount of approximately $1.6 million, plus interest at 3.5% per
annum from January 15, 2003 through the date paid, within five
days of collection of a specified receivable but in no case later
than December 31, 2003, whether or not the receivable is collected
by that date. The Company hopes to exercise such option from cash
flows from operations, however, such funding from operations is
dependent upon reducing current days sales outstanding and
achieving forecasted profitability. To the extent that cash flows
from operations are not sufficient, the Company will need to
obtain alternative financing sources. In order for the Company to
further extend these agreements from January 16, 2004 through
December 31, 2008, the Company will need to make aggregate
payments to Messrs. Fischel and Carlton of $20.0 million by
January 15, 2004. We will require additional financing in amounts
that we cannot determine at this time in order to make all of the
payments required to extend these agreements to December 31, 2008.
We expect that we will need to raise funds through one or more
public or private financing transactions.

"Effective December 31, 2002, the Company entered into a Second
Amended and Restated Credit Agreement, which amended the Prior
Credit Agreement. As part of the Senior Credit Facility, Knowledge
Universe, Inc. purchased a $5.0 million junior participation in
the Senior Credit Facility. On January 7, 2003, the Company
borrowed $5.0 million under the Senior Credit Facility to fund the
first payment required under the employment and non-compete
agreements entered into with Messrs. Fischel and Carlton. The
Company's outstanding liability under the Senior Credit Facility
after the borrowing of the above mentioned $5.0 million was $32.2
million. The Senior Credit Facility requires that $4.7 million of
outstanding borrowings be permanently reduced in each of 2003 and
2004. The maturity of the Senior Credit Facility was extended to
January 1, 2005. Borrowings bear interest at the lender's base
rate plus 1.5%. The Company will continue to pay annual
administrative fees of $0.3 million, payable monthly, and the $0.9
million in aggregate back-end fees will continue to be payable
upon the maturity of the Senior Credit Facility. The back-end fees
can be waived if the Company repays the Senior Credit Facility
prior to maturity. All administrative fees paid to the senior
lenders are recorded by the Company as interest expense. An
affiliate of Knowledge Universe has agreed to continue to
guarantee $2.5 million of the Company's obligations under the
Senior Credit Facility. The Senior Credit Facility contains
covenants related to the maintenance of financial ratios,
operating restrictions, restrictions on the payment of dividends
and disposition of assets. The covenants are measured quarterly
and have been set at varying rates, the most restrictive at
approximately 15% below the Company's projected operating results.
If the results of operations significantly decline below projected
results and we are unable to obtain a waiver from the Company's
senior lenders, the Company's debt would be in default and
callable by the senior lenders. If our projections of future
operating results are not achieved and our debt is placed in
default, we would experience a material adverse impact on our
reported financial position and results of operations."

NRG ENERGY: Gets Court Clearance for AFCO Replacement Agreement
The NRG Energy Debtors sought and obtained the Court's authority
to enter into a Replacement Insurance Premium Finance Agreement
with AFCO Credit Corporation on an interim basis.

Michael A. Cohen, Esq., at Kirkland & Ellis, in New York, relates
that the Debtors maintain several insurance policies pursuant to
a Premium Finance Agreement.  The PFA was entered into before the
Petition Date.  The Policies expired on June 30, 2003.

In order to pay the premiums in connection with the Policies to
be replaced, the Debtors have unsuccessfully attempted to obtain
unsecured credit.  However, in connection with the Replacement
PFA, AFCO has agreed to finance the payment of the premiums for
the Policies to be replaced for the term commencing June 30, 2003
and ending June 30, 2004.

The PFA provides payment to AFCO totaling $42,180,000, broken
down as:

   -- a $14,100,000 downpayment;
   -- an amount financed for $41,400,000;
   -- a $750,000 finance charge; and
   -- three quarterly installments of $14,100,000 each at an
      annual rate of 3.62%.

Mr. Cohen reports that the amounts financed under the Replacement
PFA, and the terms under which the amount will be financed, are
going to be substantially similar to those stated in the PFA,
except that the annual interest rate will be lowered from 3.62%
to 3.5%.

To secure payment of the amounts due to AFCO under the
Replacement PFA, the Debtors grant AFCO a security interest in
the gross unearned premiums and other amounts due to the Debtors
under the Policies that may result from the cancellation of the

In the event that the Debtors default in the timely repayments of
any monies due to AFCO under the terms of the Replacement PFA,
AFCO may cancel the insurance policies financed under the
Replacement PFA after giving any notice required by applicable
state law, and AFCO may apply any gross unearned premiums or
other amounts due to the Debtors upon cancellation of the
Policies to any amount owing by the Debtors to AFCO, all without
further Court Order.

In the event that, upon cancellation of the Policies financed by
AFCO, the unearned or returned premiums by AFCO are insufficient
to pay the Debtors' total amount due to AFCO, any remaining
amount owing to AFCO will be allowed and given priority as an
administrative expense pursuant to Section 503 of the Bankruptcy
Code. (NRG Energy Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

ONEIDA LTD: Lenders Waive Financial Covenants Until November 21
Oneida Ltd. (NYSE:OCQ) has obtained waivers through November 21,
2003 from its lenders in regard to the company's financial
covenants and in respect to certain payments that are due.

Oneida's bank lenders have agreed to postpone a $5 million
reduction in the company's credit availability until November 21,
2003, when the company expects to have provided them with updated
financial information regarding the company's operations and its
restructuring plans. This reduction previously was scheduled to
take effect on November 3, 2003 under the company's revolving
credit agreement. In addition, Oneida's senior note holders have
agreed to defer until November 21, 2003 a $3.9 million payment
from the company that was due on October 31, 2003.

The company continues to work with its lenders to make appropriate
modifications to its credit facilities, and expects there will be
a further deferral of the above reduction and principal payment
until such modifications have been agreed upon.

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

ORBITAL IMAGING: Bankr. Court Confirms Final Reorganization Plan
Orbital Imaging Corporation's final plan of reorganization under
Section 1129 of the U.S. Bankruptcy Code was confirmed by the
United States Bankruptcy Court for the Eastern District of

The Confirmation Order was signed by Judge Robert G. Mayer on
October 24, 2003.  The final Effective Date for the plan, and
ORBIMAGE's emergence from Chapter 11, is now anticipated to occur
in the near future.

"The Confirmation Order is a significant milestone for ORBIMAGE
because it means we're through with the bankruptcy court process
and can now focus all our energy on executing our business plan.
Once we complete the transfer of certain licenses, we can emerge
from bankruptcy," said Matthew O'Connell, ORBIMAGE's Chief
Executive Officer. Mr. O'Connell also added, "The timing of our
confirmation is terrific. We now have a sound capital structure
and our new OrbView-3 high-resolution satellite is generating
great imagery as it nears completion of its final check-out.
ORBIMAGE is grateful to our many customers who have stood by us
through this process, and we look forward to supplying them with
our new high resolution imagery and products beginning in the
first quarter of next year."

ORBIMAGE is a leading global provider of Earth imagery products
and services, with a constellation of digital remote sensing
satellites and a worldwide integrated image receiving, processing
and distribution network. The company currently operates the
OrbView-2 ocean and land multispectral imaging satellite that was
launched in 1997, and the new OrbView-3 high- resolution satellite
launched on June 26, 2003 which will soon offer one-meter
panchromatic and four-meter multispectral digital imagery on a
global basis.

More information about ORBIMAGE and the status of the OrbView-3
check out, see its web site at

OWENS-ILLINOIS: Will Padlock Ontario Glass Container Facility
Owens-Illinois, Inc., (NYSE: OI) intends to close its glass
container manufacturing facility in Milton, Ontario, on
November 12. Approximately 150 employees will be affected.

The approximately 300,000 square foot glass container facility
located at 100 Chisholm Drive contains three machines and one
furnace that manufactures beer bottles.

The decision to close the Milton facility is part of a capacity
utilization review recently announced by the Company.  The review
includes efforts to bring capacity and inventory levels in line
with anticipated demand.

Robert Smith, vice president and general manager of the company's
glass container operations, said, "We sincerely regret having to
make this decision. However, due to the expectations of glass
container demand in 2004 we have concluded that we can continue to
provide good service to our customers by consolidating operations
and transferring capacity to our other North American facilities."

The company will work with the United Steelworkers of America
union and with government agencies to help employees search for
new jobs and in dealing with other employment related issues.

After the closing of this facility, Owens-Illinois will have 23
glass container manufacturing plants in North America, 18 of which
are in the U.S.

The Milton plant opened in 1980 and was one of six glass container
plants acquired by Owens-Illinois from Consumers Packaging Inc. in

Owens-Illinois (Fitch, BB- Bank Debt and Senior Unsecured Note
Ratings, Stable) is the largest manufacturer of glass containers
in North America, South America, Australia and New Zealand, and
one of the largest in Europe.  O-I also is a worldwide
manufacturer of plastics packaging with operations in North
America, South America, Europe, Australia and New Zealand.
Plastics packaging products manufactured by O-I include consumer
products (blow molded containers, injection molded closures and
dispensing systems) and prescription containers.

Copies of Owens-Illinois news releases are available at the Owens-
Illinois Web site at  

PEGASUS SATELLITE: Lenders Agree to Amend & Restate Credit Pact
On October 22, 2003, the lenders under the Pegasus Media &
Communications, Inc. credit facility gave their consent to enter
into a fourth amendment and restatement of the credit agreement
between PM&C, a subsidiary of Pegasus Satellite Communications,
Inc. (S&P, B Corporate Credit Rating, Negative), the lenders, Bank
of America Securities LLC, as sole lead arranger, Deutsche Bank
Trust Company Americas, in its capacity as the resigning agent,
and Bank of America, N.A., as administrative agent for the

The fourth amendment and restatement created a new $300 million
term loan tranche under the credit facility. The maturity date for
the loans made under the new tranche is July 31, 2006. Proceeds
from the loans made under the new tranche were used to prepay
amounts outstanding under PM&C's existing revolving credit and
term loan facilities that were scheduled to mature in 2004 and
2005 and for working capital and general corporate purposes. The
fourth amendment also terminated the revolving credit commitments.

At March 31, 2003, Pegasus Satellite's working capital deficit
tops $100 million.

Pegasus Communications is a leading independent provider of direct
broadcast satellite (DBS) television. The company has about 1.5
million DBS subscribers on the DIRECTV platform in more than 41 US
states; it primarily offers services in rural areas. Pegasus is
also introducing high-speed, broadband Internet access via the
satellite-based DIRECPC service in partnership with SBC
Communications. The company operates 11 broadcast TV stations
(affiliated with FOX, UPN, and WB) that reach about 3 million TV
households in small markets. Pegasus has sold its cable TV
operations in Puerto Rico to Centennial Communications. CEO
Marshall Pagon controls more than half of the voting shares of

PG&E NATIONAL: Noteholders' Committee Taps Shapiro as Co-Counsel
Shapiro Sher Guinot & Sandler has considerable experience in
insolvency and bankruptcy matters, including the representation
of creditors' committees in large and complex Chapter 11 cases.  
Shapiro Sher and Klee, Tuchin, Bogdanoff & Stern LLP have
developed a close working relationship in connection with a
prepetition engagement with an ad hoc group of holders of the PG&E
National Energy Group Debtors' 10-3/8% Senior Note due 2011.  Klee
Tuchin is the Official Noteholders Committee's lead bankruptcy

Accordingly, the Noteholders' Committee sought and obtained the
Court's permission to retain Shapiro Sher Guinot & Sandler as co-
counsel effective as of August 6, 2003.

Specifically, Shapiro Sher will:

    (a) advise the Noteholders' Committee concerning the
        requirements of the Bankruptcy Code and federal and local
        rules relating to the administration of the NEG Debtors'

    (b) represent the Noteholders' Committee in proceedings or
        hearings in the United States Bankruptcy Court for the
        District of Maryland;

    (c) prepare any necessary applications, motions, orders,
        reports and legal papers, relating to the NEG Debtors'

    (d) assist the Noteholders' Committee in the investigation
        of the acts, liabilities and financial condition of the
        NEG Debtors, and any other matters relevant to the cases;

    (e) participate in the negotiation of a reorganization plan
        on behalf of the Noteholders' Committee; and

    (f) perform all legal services for the Noteholders'
        Committee that may be necessary or desirable and in the
        interest of the cases.

Shapiro Sher will be compensated for its services according to
its standard hourly rates:

                  Partners            $210 - 375
                  Associates           120 - 205
                  Paralegals           110 - 125

Joel I. Sher, a partner of Shapiro Sher, discloses that pursuant
to a letter of agreement with the NEG Debtors dated July 7, 2003,
Shapiro Sher received a $200,000 retainer from the NEG Debtors on
account of its representation of the Ad Hoc Group.  Before the
Petition Date, Shapiro Sher incurred fees and expenses
aggregating $25,000.  From the Petition Date and through the date
of the Noteholders Committee's appointment, Shapiro Sher incurred
$58,000 in additional fees and expenses.  Under the Letter
Agreement, Shapiro Sher will return the retainer to the NEG
Debtors less any unpaid fees or disbursements for services before
the actual date Shapiro Sher is retained as the Noteholders
Committee's co-counsel.

Mr. Sher assures Judge Mannes that the firm has no connection to,
and does not represent any interest adverse to any of the NEG
Debtors, their creditors, and other parties-in-interest.  Shapiro
Sher is a disinterested person, as that term is defined in
Section 101(14) of the Bankruptcy Code. (PG&E National Bankruptcy
News, Issue No. 8; Bankruptcy Creditors' Service, Inc., 609/392-

PHAR-MOR INC: Makes Second Distribution to Unsecured Creditors
On March 13, 2003, the United States Bankruptcy Court entered an
Order Confirming First Amended Joint Plan of Liquidation proposed
jointly by the Debtors (Phar-Mor, Inc. and its named affiliates
and subsidiaries) and its Official Committee of Unsecured

The Order, among other things, approves the distribution of funds
to certain classes of creditors as set forth in such Plan and
provides for a Plan Effective Date of March 28, 2003. The Company
paid certain administrative claims in full on March 31, 2003 along
with payment of certain agreed unsecured claims in the form of an
initial 7% distribution on the agreed amount of the unsecured
claim.  The Company made a second 7% distribution on the agreed
amount of unsecured claims in October 2003.

Phar-Mor, a retail drug store chain operating, filed for
bankruptcy protection on September 24, 2001, in the U.S.
Bankruptcy Court for the Northern District of Ohio.

POLAROID: Committee Asks Court to Disallow 7 Duplicate Claims
Joseph A. Malfitano, Esq., at Young Conaway Stargatt & Taylor, in
Wilmington, Delaware, relates that Mark S. Stickel, managing
director of Wind Down Associates LLC, the Polaroid Debtors' wind
down agent, identified seven duplicate claims:

Claimant                                      Claim      Amount
--------                                    ---------    ------
CO - El Paso County Treasurer                 7154       $1,934
RI - PIC-Contractors, Inc.                     685       12,660
Sigma Systems, Inc.                           3788       92,252
Travelers Casualty & Surety Co. of America    6014    1,400,000
Travelers Casualty & Surety Co. of America    6018   10,800,000
Travelers Casualty & Surety Co. of America    6019      624,885
Travelers Casualty & Surety Co. of America    6047    6,600,000
Accordingly, the Committee asks the Court to disallow and expunge
each of the Duplicate Claims in their entirety.  

Mr. Stickel points out that in the event that the Duplicate
Claims are disallowed and expunged, each claimant will continue
to have a surviving claim against the Debtors in the same amount
as the Duplicate Claims. (Polaroid Bankruptcy News, Issue No. 48;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

PROVANT INC: Enters Letter of Intent for Sale of Gov't Group
Provant, Inc. (POVT.PK) announced that the following letter to its
stockholders has been posted on its Web site at  

Dear Stockholders:

    I am writing to update you regarding the status of our efforts
to sell Provant's last business, Star Mountain, Inc.

    In July, we announced that, after an intensive marketing
process, Provant had entered into a non-binding letter of intent
with respect to the sale of Star Mountain. The letter of intent
contemplated that Provant would receive a cash payment at closing
and that Provant would retain an equity stake in Star Mountain
going forward. During the course of negotiating the definitive
agreements, the prospective purchaser significantly changed the
terms on which it was willing to proceed with the transaction from
those contained in the letter of intent, including the amount of
the purchase price to be paid to Provant. As a result, we
discontinued our negotiations with that purchaser and directed
Quarterdeck Investment Partners, our investment-banking advisor,
to contact the other parties that had expressed an interest in
acquiring the Star Mountain business.

    After considering new expressions of interest from several
interested parties, on October 29, 2003 Provant entered into a
letter of intent for the sale of Star Mountain with a new
prospective purchaser. The letter of intent contemplates that a
definitive purchase agreement will be signed within a month, that
the sale transaction will close by the end of the year, and that
the purchase price to be paid to Provant will be all cash. Provant
will not retain any equity interest in Star Mountain following the
closing of the transaction. We anticipate that following the
closing of the sale of Star Mountain Provant will begin the
process of liquidating, discharging its various obligations and
distributing any remaining cash (after the payment of creditors
and the satisfaction of other liabilities) to its stockholders.

   The letter of intent is non-binding and subject to various
conditions, including satisfactory completion of further due
diligence by the purchaser and negotiation of a definitive
purchase agreement. The transaction will require shareholder
approval. We cannot guarantee that a transaction will be
completed. If we are unable to complete a sale of Star Mountain in
a timely manner and on terms that are satisfactory to Provant,
existing resources will not be sufficient to satisfy Provant's
obligations to its debt holders and other creditors.

   We look forward to providing you more information regarding the
Star Mountain transaction in the upcoming weeks.

                  John E. Tyson, Chairman

QWEST: Offering VoIP Services to Businesses in 12 Western States
Hundreds of thousands of mid-market companies, large businesses
and government agencies in 12 western states can take advantage of
the voice, data and Internet protocol services, starting
November 3, 2003, that Qwest Communications International Inc.
(NYSE: Q) offers already to businesses across the U.S.

As a result of the company's recent financial restatement, Qwest's
advanced business-class services such as long-distance voice
services, dedicated Internet access, virtual network services, IP,
frame relay and asynchronous transfer mode are now available to
most businesses in the country.

Business customers have voted Qwest the best in delivering several
critical voice and data services in a recent America's Network
Enterprise User Survey. According to the survey conducted by a
leading telecommunications trade publication, Qwest was top-rated
in five product categories -- more than any other service provider
in the study. These results emphasize why Qwest has business
relationships with virtually all of the Fortune 500.

"All of our business customers now have the opportunity to use
Qwest's entire set of communications services and realize greater
savings and performance," said Cliff Holtz, executive vice
president, Qwest business markets group. "Our customers in the
west can receive an end-to-end communications solution with one
point of contact, and with the Qwest Spirit of Service promise. We
intend to go after this business aggressively as we believe the
total business long-distance market opportunity in our 14-state
region is greater than $6 billion."

Qwest has been highly successful in providing long-distance
services to residential customers and small businesses where it
has received approval to do so. Now, by offering long-distance
voice, data and IP to larger businesses and government agencies,
Qwest expects to further enhance its success in Colorado, Idaho,
Iowa, Minnesota, Nebraska, New Mexico, North Dakota, Oregon, South
Dakota, Utah, Washington and Wyoming.

In Montana, businesses may benefit from Qwest data, IP and private
line offerings, and resold switched voice long-distance services.
The company expects to offer switched long-distance voice services
over Qwest-owned facilities there later this month. Qwest expects
to begin offering its complete product offerings to businesses in
Arizona by the end of the year.

As evidence of its success, the company is currently serving
hundreds of IP customers on the Qwest network in these states.
Many of these customers that have worked with Qwest for other
services plan on expanding their agreements. For example, Regal
Plastics -- a Littleton, Colo.-based distributor of plastic,
sheet, rod, tube film, and sign and graphics products, intends to
use Qwest for all its voice and data needs.

"We have used several data and voice providers over the last few
years and we expect the transition to Qwest to be far superior and
easier than any of the others," said Al Stoltz, president and CEO,
Regal Plastics. "Now that we can consolidate all of our services
with Qwest, I feel as though we will be with the premier carrier
of voice and data."

"This is an important milestone for Qwest and the industry,"
according to Brian Washburn, senior analyst at Current Analysis.
"With this approval, Qwest will be uniquely positioned in the
industry to take advantage of its symbiotic local/long-haul
relationship and provide its local and national customers with an
integrated array of communications solutions."

                    Qwest Business Solutions

Qwest has been offering a limited version of long-distance voice
services to more than 600,000 businesses in these states, but for
the first time, these customers will be able to complement their
local services with long-distance voice and data service with
Qwest's comprehensive offering of some of the industry's most
powerful solutions including state-to-state:

     * Wide area networking
     * Business dial access
     * Dedicated Internet access
     * Frame relay service
     * ATM service
     * Long-distance switched and dedicated voice solutions
     * End-to-end network management and monitoring
     * Private line service
     * Toll-free and contact center solutions
     * Virtual private network
     * Web hosting and managed services

For the best possible pricing and to simplify the contract and
agreement process, customers can opt for Qwest Total Advantage(TM)
or Qwest Voice Advantage(TM). Qwest Total Advantage allows
businesses to create one customized package of local and long-
distance voice and data services, and then receive significant
cost savings based on total communications spending and term
length. For customers interested only in voice services, Qwest
Voice Advantage(TM) offers discounted long-distance rates based on
a customer's total monthly spending and term commitment.

                Long-distance Business Promotions

To celebrate this latest development, Qwest is offering to
business customers an attractive long distance promotion. Business
customers with at least six local service lines and committing to
at least $500 per month in switched long-distance voice services
may receive a per-minute rate of just $.04. Businesses with more
advanced long-distance needs committing to at least $1,000 per
month in dedicated long-distance services may receive a per-minute
rate of only $.02. Both offers are for a one-year term. Qwest is
also offering other valuable service plans and promotions on other
services as well to meet virtually all businesses' needs.

Customers interested in learning more about Qwest voice and
network solutions for businesses should call 800-777-9594 or they
can contact one of hundreds of Qwest Business Partners in their

Qwest Communications International Inc. (NYSE: Q) -- whose
December 31, 2002 balance sheet shows a total shareholders' equity
deficit of about $1 billion -- is a leading provider of voice,
video and data services to more than 25 million customers. The
company's 49,000 employees are committed to the "Spirit of
Service" and providing world-class services that exceed customers'
expectations for quality, value and reliability. For more
information, please visit the Qwest Web site at

RADIO UNICA: Earns Court Nod to Hire Trumbull as Claims Agent
Radio Unica Communications, Corp., and its debtor-affiliates
sought and obtained approval from the U.S. Bankruptcy Court for
the Southern District of New York to retain and employ The
Trumbull Group, LLC as the official noticing and claims agent in
their chapter 11 cases.

The Debtors have identified creditors, potential creditors and
other parties-in-interest to whom certain notices, including
notice of the commencement of the chapter 11 cases, bar date
materials, notices of hearings, and other documents, must be sent.
This may impose administrative and other burdens upon the Debtors,
the Court and the Clerk of the Court. To relieve those burdens,
the Trumbull Group will:

     a) prepare and serve required notices in these chapter 11
        cases, including:

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

         ii) notice of the claims bar date;

        iii) notices of objections to claims;

         iv) notice of the hearing to consider approval of the
             disclosure statement and confirmation of the Plan;

          v) such other miscellaneous notices as the Debtors or
             Court may deem necessary or appropriate for an
             orderly administration of the chapter 11 cases.

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

          i) a copy of the notice served,

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

        iii) the date and manner of service;

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

     d) maintain official claims registers in these chapter 11
        cases by recording all proofs of claim and proofs of
        interest in a claims database that includes the
        following information for each such claim or interest

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

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

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

         iv) the asserted amount and classification of the

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

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

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

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

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

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

     k) provide temporary employees and contractors as necessary
        to process claims, prepare schedules and statements of
        financial affairs and such other duties as the Debtors
        may request from time to time;

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

     m) provide such other claims processing, noticing and
        relating administrative services as may be requested
        from time to time by the Debtors.

Lorenzo Mendizabal reports that his firm's current hourly
consulting rates are:

     Administrative Support                  $50 per hour
     Assistant Case Manager/Data Specialist  $65-$80 per hour
     Case Manager                            $110-$125 per hour
     Automation Consultant                   $140-$160 per hour
     Sr. Automation Consultant               $165-$185 per hour
     Consultant                              $175-$225 per hour
     Sr. Consultant                          $320-$300 per hour

Headquartered in Miami, Florida, Radio Unica Communications Corp.,
the only national Spanish-language AM radio network in the U.S.,
broadcasting 24-hours a day, 7-days a week, filed for chapter 11
protection on October 31, 2003 (Bankr. S.D. N.Y. Case No. 03-
16837).  Bennett Scott Silverberg, Esq., and J. Gregory Milmoe,
Esq., at Skadden Arps Slate Meagher & Flom, LLP represent the
Debtors in their restructuring efforts. When the Company filed for
protection from its creditors, it listed $152,731,759 in total
assets and $183,254,159 in total debts.

REPUBLIC WESTERN: Fitch Withdraws Default-Level IFS Rating
Fitch Ratings has withdrawn its 'DD' insurer financial strength
rating on Republic Western Insurance Co. The rating is being
withdrawn as Republic Western remains under the supervision of the
Arizona Department of Insurance, where it was placed on
May 20, 2003 in consideration of the financial and accounting
problems at AMERCO, Republic Western's parent company.

                        Rating Action

                Republic Western Insurance Company

        -- Insurer financial strength / Withdrawn / 'DD'.

RESTRUCTURE PETROLEUM: Case Summary & 40 Unsecured Creditors
Lead Debtor: Restructure Petroleum Marketing Services, Inc.
             205 S. Hoover Blvd.,
             Suite 101
          Tampa, Florida 33609

Bankruptcy Case No.: 03-22395

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Petrol Mart, Inc.                          03-22541  

Type of Business: The Debtor is a motor fuel franchiser

Chapter 11 Petition Date: October 29, 2003

Court: Middle District of Florida (Tampa)

Judge: Alexander L. Paskay

Debtors' Counsel: Harley E. Riedel, Esq.
                  Stichter, Riedel, Blain & Prosser, P.A.
                  110 East Madison St., #200
                  Tampa, FL 33602
                  Tel: 813-229-0144

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

A. Restructure Petroleum's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Robert Feinstein, Esq.                              $3,796,538
Pachulski, Stang, et al
1285 Sixth Avenue
35th Floor
New York, NY 10019

Conoco Philips, Inc.                                  $941,405
Ponca 3064-600 N. Dairy Ashford
PO Box 4784
Houston, TX 77210

Chevron                                               $388,409
4949 Corporate Drive
Houston, TX 77036

Louisiana Dept. of Revenue                            $354,563
PO Box 1429
Thibodaux, LA 70302-1429

Marathon                                              $290,005
539 South Main Street
Findlay, OH

Hamilton Dept. of Revenue                             $200,000

Louisiana Dept. of Revenue                            $200,000

Danilo & Normuta Tulagan                              $199,029

Florida Dept. of Revenue                              $196,473

BP Oil                                                $175,000

Freidman Young Suder & Cooke                          $111,830

Simpson                                                $90,000

Louisiana Dept./Environmental Quality-Fiscal Services  $82,221

Macfarlane Ferguson, et al                             $82,195

Dept. of Finance & Administration                      $75,464

Randell A. Bulleit                                     $66,000

Brown 7 Root Environmental                             $55,000

ATC                                                    $35,000

Sems, Inc.                                             $33,673

Ohio Petroleum                                         $32,000

B. Petrol Mart's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Florida Dept. of Revenue                              $400,000
PO Box 6527
Tallahassee, FL 32314

Star Enterprise                                       $307,510
4949 Corporate Drive
Houston, TX 77036

Southeastern Vehicle Wash Div.                         $73,200

HT Hackney, Inc. - FL                                  $53,026  

Macfarlane Ferguson, et al.                            $37,873

Groundwater & Environmental Services, Inc.             $17,435

Sysco                                                  $14,800

Hy-Tech Petroleum Maint Inc.                           $14,258

Barjan Products LP                                     $14,253

Babu V Mangilipudi                                     $13,852

Barnett Transportation, Inc.                           $12,458

Lassiter-Ware Insurance                                $10,403

Prime Outdoor Group                                     $9,480

Sunny Florida Dairy                                     $9,315

JC's Cigarette Outlet LLC                               $9,092

Pepin Dist Inc.                                         $7,588

Premier Map Company, Inc.                               $5,909

Armchem International Corp.                             $5,537

TRM Copy Centers                                        $5,478

Frost Brown Todd LLC                                    $5,282  

ROUGE INDUSTRIES: Looks to Morgan Joseph for Financial Advice
Rouge Industries, Inc., and its debtor-affiliates are seeking
permission from the U.S. Bankruptcy Court for the District of
Delaware to retain Morgan Joseph & Co., Inc., as their Investment
Bankers and Financial Advisors.  

Morgan Joseph is expected to:

  a) identify and/or initiate potential Transactions to the extent
     deemed desirable by the Debtors;

  b) review and analyze the Debtors' assets and the operating
     and financial strategies of the Debtors;

  c) review and analyze the business plans and financial
     projections prepared by the Debtors including, but not
     limited to, testing assumptions and comparing those
     assumptions to historical trends of the Debtors and
     industry trends in general;

  d) evaluate the Debtors' debt capacity in light of its
     projected cash flows and assist in the determination of an
     appropriate capital structure for the Debtors;

  e) assist the Debtors and their other professionals in
     reviewing the terms of any proposed Transaction, in
     responding thereto and, if directed, in evaluating
     alternative proposals for a Transaction;

  f) assist the Debtors in formulating and, if requested,
     implementing a Plan;

  g) determine a range of values for the Debtors and any
     securities that the Debtors offer or propose to offer in
     connection with a Transaction or a Plan;

  h) advise the Debtors on the risks and benefits of considering
     a Transaction with respect to the Debtors' intermediate and
     long-term business prospects and strategic alternatives to
     maximize the business enterprise value of the Debtors;

  i) review and analyze any proposals the Debtors receive from
     third parties in connection with a Transaction or a Plan;

  j) assist or participate in negotiations with the parties in
     interest, including, without limitation, any current or
     prospective creditors of, or holders of equity in, the
     Debtors in connection with a Transaction or a Plan;

  k) advise and attend meetings of third parties and official
     and unofficial constituencies, as necessary;

  l) if requested by the Debtors, participate in hearings before
     the Court or otherwise and provide relevant testimony with
     respect to the matters described herein and issues arising
     in connection with any proposed Plan; and

  m) render such other financial advisory and investment banking
     services as may be agreed upon by Morgan Joseph and the
     Debtors in connection with any of the foregoing.

Robert M. Miller discloses that Morgan Joseph will receive:

  1) a $175,000 monthly cash advisory fee;

  2) a $4,000,000 Completion Fee;

  3) a Transaction Fee equal to 2.0% of the Aggregate Value of
     each Limited Transaction; and

  4) a New Capital Fee equal to:

        x) 1.0% of any senior secured bank debt,

        y) 3.0% of any junior secured debt, and

        z) 5.0% of any equity or hybrid capital.

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.

SAN REMO 7128 CORPORATION: Voluntary Chapter 11 Case Summary
Lead Debtor: San Remo 7128 Corporation
             c/o Robin Kobacker, Esq.
             4631 N.W. 31st Ave. PMB 317356
             Ft. Lauderdale, Florida 33309
             aka and as Trustee of 4050 Trust

Bankruptcy Case No.: 03-22273

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        San Remo 721 Corporation                   03-22274  

Chapter 11 Petition Date: October 27, 2003

Court: Middle District of Florida (Tampa)

Judge: Thomas E. Baynes Jr.

Debtors' Counsel: Buddy D. Ford, Esq.
                  Buddy D. Ford, P.A.
                  115 N MacDill Avenue
                  Tampa, Florida 33609
                  Tel: 813-877-4669

Estimated Assets: $0 to $50,000

Estimated Debts: $10 Million to $50 Million

SEITEL DEVELOPMENT: Shareholders Can Propose Alternative Plan
In a rare decision, a U.S. Bankruptcy Court in Delaware terminated
Seitel Inc.'s exclusive right to propose restructuring plans in
the Company's Chapter 11 bankruptcy proceeding.  After listening
to Lawrence Gottlieb, Esq., from Kronish Lieb Weiner & Hellman,
counsel to the Official Committee of Equity Security Holders,
Judge Peter Walsh ruled that shareholders had a right to propose
their own plan.  Currently, Seneca Financial Group is advising the
Committee on the structure of such a plan.

Under the Equity Committee's plan, shareholders will have the
opportunity to participate in an offering to inject new equity
into Seitel, the Houston-based seismic data company, and preserve
their stake in the Company.  This will allow the debt, held by
Berkshire Hathaway, to be reinstated and paid down as it comes
due.  While the voting on Berkshire Hathaway's plan is currently
underway and set to conclude as of November 7th, the Judge will
allow individuals to vote on both plans by November 13th and offer
those who already voted the ability to change their vote.

"Before today, shareholders had no choice but to accept the
financial terms of the Company's plan.  This would have meant that
each shareholder would have received, at most, $.40 for each share
of stock," said James Harris, president of Seneca Financial Group.  
"With the Judge's decision, we can now offer a plan that reflects
the full value that still exists in Seitel and offers shareholders
a continued stake in what we believe to be a solid company with a
bright future.  This plan is being supported by many large
sophisticated investors who are willing to commit additional funds
to see a strong, liquid Seitel emerge from bankruptcy"

As the official Financial Advisor to the Committee, Seneca
Financial Group will have the opportunity to convince the Court
that Seitel continues to offer significant shareholder value.  
The hearing on valuation will take place on December 3, 2003.

Shareholders who would like to change their vote or need more
information should immediately contact their brokers.  They can
change the master ballot and send a revised version or letter to
Innisfree.  Brokers who need information or ballots can call
Innisfree at 212-750-5833.  Beneficial owners can also call
Innisfree directly at 877-750-2689 or contact Eric Haber at
Kronish Lieb Weiner & Hellman at 212-479-6144.

Seneca Financial Group is an investment bank focusing on working
with companies and creditors to companies in financial distress.  
Seneca is based in Greenwich, Connecticut.  More information can
be obtained at http://www.senecafinancial.comor by calling the  
above contacts.

SK GLOBAL: SK Corporation Board Approves SK Networks Compromise
SK Corporation board members approved a compromise to save its
trading affiliate, SK Networks Co., formerly known as SK Global
Co.  SK Corp. will swap KRW850,000,000,000 or $723,000,000 of SK
Networks debt into stock.

SK Corp. is SK Networks' biggest shareholder and South Korea's
fourth largest oil refiner.

Ian King of Bloomberg News reports that all 11 Board Members
voted in favor of a June 15, 2003 pledge to aid SK Networks.  The
Board lived up to its word to ensure that SK Networks generates
preset cash flow levels and to annul a March 2003 purchase of SK
Networks gas stations, the Company said in an e-mailed statement.  
Securing SK Corp.'s support means SK Networks will stay in
business because its creditors' demand that SK Corp. shoulder the
bulk of the burden is finally met.

But union leaders at SK Corp. are worried that the debt-to-equity
swap with SK Networks may jeopardize SK Corp.'s profitability and
lead to job cuts. (SK Global Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

SLMSOFT INC: Richter & Partners Appointed Receiver over Assets
Pursuant to an order of the Honourable Justice Ground of the
Ontario Superior Court of Justice made on October 31, 2003,
Richter & Partners Inc., has been appointed Interim Receiver and
Receiver and Manager over the assets, property and undertaking of
SLMSoft Inc., and certain of its subsidiaries, SLM Networks
Corporation, SLM Technologies Inc., GSA Consulting Group Inc. and
FMR Systems Inc.

SLM filed for protection under the Companies' Creditor Arrangement
Act on May 27, 2003. As a result of SLM's inability to meet
ongoing obligations and its continuing losses after the CCAA
filing, the CCAA proceedings were terminated and Richters was

Richters anticipates that in its capacity as Receiver, it will
seek to normalize SLM's affairs and institute a sale process for
the Company's assets. A marketing plan, subject to approval of the
Court, is being developed.

SUPERIOR GALLERIES: Ability to Continue Operations Uncertain
Superior Galleries Inc. has established a program of advancing
consignment customers cash based on consigned inventory acquired
for upcoming auctions. Superior can advance a customer up to 70%
of a consigned coin(s) wholesale value. They will pay a customer
and take control of the inventory to be held on consignment for
auction. The customer will sign a note receivable for the funds
advanced, to be secured by the consigned inventory. As consigned
inventory is sold, the proceeds will be collected, repaying
Superior for the auction advance and any auction fees, with the
remaining amount due to the consignor. The total advanced funds
under these notes receivable was $1,792,985 as of September 30,

On October 13, 2003, the Company executed a Commercial Loan and
Security Agreement with Stanford Financial Group Company, an
affiliate of a principal stockholder, Stanford Venture Capital
Holdings, Inc., to provide the Company with a $7.5 million line of
credit for purposes of financing its inventory, auction advances
and inventory loans to other rare coin dealers. The LOC bears
interest at the prime-lending rate and is secured by substantially
all the Company's assets. Upon the funding of the LOC, the Auction
LOC with another private lender will be repaid in full and the
financing arrangement will be terminated.

However, the Company has sustained recurring operating losses,
negative cash flows from operations, significant debt that was in
default and callable by the creditor, and has limited working
capital. These items raise substantial doubt about the Company's
ability to continue as a going concern.

Management is currently engaged in reversing or solving these
significant issues through the implementation of its turnaround
plan. In November 2002, the Company began to execute a plan of
exiting the art business with exception of art auctions on a
consignment basis to reduce   losses in its operations. This plan
includes the reduction of five employees, which was completed in
January 2003, the reduction of sales, marketing and administrative
expenses associated with the art business segment and the
liquidation of its art inventory by June 30, 2003. The Company
with the exception of the liquidation of its art inventory has
completely exited the art business segment. The Company
anticipated that the liquidation of the art inventory will be
completed by November 30, 2003.The Company is currently rebuilding
its retail rare coin sales force and has established sales and
marketing budgets to assist in growing its retail rare coin

The Company has reorganized and streamlined its structure in its
efforts to return to a profitable state with positive cash flows.
The Company consolidated all operations into one corporate entity
and eliminated duplicative financial and operational systems to
further control and reduce expenditures. These consolidation
efforts included the combination of all operations with the
exception of retail rare coins sales activities to the Beverly
Hills location that occurred in February 24, 2003. In September
2003, the retail rare sales activities were transferred to Beverly
Hills and the Newport Beach location permanently closed. This
operational consolidation has resulted in the elimination of
duplicated finance, inventory control, administration, sales,
marketing and auction activities at the Newport Beach location.
Separate information systems for operations and finance were
eliminated as part of the consolidation. Effective January 1, 2003
the Company has out-sourced all payroll, employee benefits and
human resources administration to a professional employer
organization. The Company is exploring opportunities to reduce its
occupancy costs at its Newport Beach location prior to the lease
termination in September 30, 2004. Both the exit of the Art
business and the consolidation of operations have reduced related
insurance and administrative costs. The consolidation of
operations into one location has allowed for enhanced coordination
of all business activities and provided better control of costs.
The operational consolidation has facilitated the coordination of
sales and marketing efforts and expenditures, as the Company is
promoting itself as one entity, rather than its parent and
subsidiary.  Through the anticipated liquidation of art inventory
and the renewed focus on both retail and wholesale rare coin sales
with an emphasis on increased inventory turns while maintaining
solid gross margins, management anticipates these activities will
provide some of the liquid capital to fund operations. The Company
has made substantial progress in reducing losses for in the last
six months for the year ended June 30, 2003. The Company incurred
losses for the first six months ended December 31, 2002 of
$3,449,811 as compared to a loss for the last six months ended
June 30, 2003 of $41,292, a reduction in losses of 99%.

TANGER FACTORY: Sells Casa Grande, Ariz. Property for $7 Million
Tanger Factory Outlet Centers, Inc. (NYSE: SKT) has completed the
sale of a small non-core 184,768 square foot property located in
Casa Grande, Arizona for a total cash sales price of $7.1 million.  

After the deduction of all closing costs, the Company will receive
net proceeds of approximately $6.7 million and will recognize a
net gain on the sale of the property of approximately $650,000.  
The company originally developed the property in 1992.

The sales price represents approximately a 9.9% capitalization
rate on the projected 2003 net operating income for the center.  
The center is currently 73% occupied and is generating average
tenant sales of approximately $168 per square foot.  This center
represents approximately 3.4% of the Company's Gross Leasable Area
and approximately 1.7% of its Net Operating Income.

Stanley K. Tanger, Chairman of the Board and Chief Executive
Officer stated, "We felt it was an opportune time to divest
ourselves of our property in Casa Grande, Arizona.  Its relative
small size and location does not fit into our long-range strategic
plans.  The proceeds from the sale of this center will generate
capital to invest in new development opportunities, expansions of
existing centers, the acquisition of existing outlet centers, or
to reduce outstanding debt.  The sale of this property should
improve our portfolio average occupancy and average sales per
square foot, and will not have a material impact on our projected
earnings for 2003.  The sale of Casa Grande is an example of our
Company's continuing efforts to aggressively manage our assets to
increase shareholder value. "

Tanger Factory Outlets, Inc. (NYSE: SKT) (S&P, BB+ Corporate
Credit Rating, Stable), a fully integrated, self-administered and
self-managed publicly traded REIT, presently operates 33 centers
in 20 states coast to coast, totaling approximately 6.2 million
square feet of gross leasable area. For more information on
Tanger, visit    

TENET HEALTHCARE: Raises $430-Mill. from Sale of Six Hospitals
Tenet Healthcare Corporation (NYSE: THC) has completed the sale of
five hospitals owned by Tenet subsidiaries in Florida, Missouri
and Tennessee to Health Management Associates (NYSE: HMA), as well
as the sale of Elkins Park Hospital, which is owned by a Tenet
subsidiary in Philadelphia, Pa., to Albert Einstein Healthcare

Gross proceeds to Tenet from the sale of the five hospitals to HMA
are estimated at $550 million, which includes $515 million for
property, plant and equipment at closing, and approximately $35
million from working capital liquidation over the next several
months. The five facilities are Seven Rivers Community Hospital in
Crystal River, Fla.; Three Rivers Healthcare System, a two-campus
hospital in Poplar Bluff, Mo.; Twin Rivers Regional Medical Center
in Kennett, Mo.; Harton Regional Medical Center in Tullahoma,
Tenn., and University Medical Center in Lebanon, Tenn. Gross
proceeds to Tenet from the sale of Elkins Park Hospital are
estimated at approximately $14.5 million, including working

Total net proceeds for both transactions after taxes and
transaction costs will be approximately $430 million, including
working capital.

The six hospitals are among 14 hospitals that the company
announced in March it would divest or consolidate. Definitive
agreements for the sale of an additional five of the 14 hospitals
were announced in September. Those transactions are expected to be
concluded prior to the end of the year. Two of the 14 hospitals
have closed and negotiations for the sale of the remaining
hospital are ongoing.

Tenet Healthcare Corporation, through its subsidiaries, owns and
operates 112 acute care hospitals with 27,424 beds and numerous
related health care services. Tenet and its subsidiaries employ
approximately 113,526 people serving communities in 16 states.
Tenet's name reflects its core business philosophy: the importance
of shared values among partners -- including employees,
physicians, insurers and communities -- in providing a full
spectrum of health care. Tenet can be found on the World Wide Web

At June 30, 2003, Tenet Healthcare's balance sheet shows a total
shareholders' equity deficit of about $5.5 billion.

TRANSGLOBAL SERVICES: Malone & Bailey Airs Going Concern Doubt
Trans Global Services, Inc. provides technical temporary staffing
services. In performing such services, it provides engineers,
designers and technical personnel on a temporary contract
assignment basis pursuant to contracts with major corporations,
primarily aircraft and aerospace firms.  The engagement may relate
to a specific project or may cover an extended period based on the
client's requirements.  It is the Company's belief that the market
for technical temporary staffing services, such as those which it
offers, results from the trend in employment practices by major
corporations principally in the aircraft and aerospace industries
as well as the electronics, energy, information technology,
telecommunications, and public utilities industries to reduce
their permanent employee staff and to supplement their staff with
temporary personnel on an as-needed basis.

The Company's subsidiaries have an estimated payroll tax liability
to the Internal Revenue Service in the amount of $4,528,164.88 for
the period beginning January 1, 2003 and ending August 31, 2003.  
Additional liabilities have accrued since August 31, 2003.  The
federal payroll tax liability, but not the penalties and
interests, for the first two quarters of 2003 were paid in full on
or about October 17, 2003 for the following subsidiaries: Avionics
Research Corporation, Avionics Research Corporation of Florida,
Phoenix Services, Inc., and Truecom, Inc.  The federal income tax
liabilities for the year 2003 remain unpaid for the following
subsidiaries: Resource Management International, Inc. and RMI
Pendragon, Inc.  If unable to either pay the amount owed or make
satisfactory arrangements with the IRS under a payment plan, the
IRS could levy on the assets of Transglobal's subsidiaries in an
attempt to liquidate the tax liability. If that should happen, the
Company would in all likelihood cease operations, and its business
could fail.  As of the date of the current Annual Report, the
Company has not filed all of the required state and federal
payroll tax reports and has not made any arrangements with the IRS
nor secured any commitment from a lender to pay the unpaid taxes.  
This estimated federal payroll tax liability does not include any
potential penalties and interest for non-payment and non-

Transglobal acquired certain operating contracts from Pendragon
Staffing, Inc. and Phoenix Marketing Services, Inc in January 2003
pursuant to the terms of a stock purchase agreement under which
NAG, Financial, LLC, purchased Transglobal's newly issued common
stock. Pursuant to the rules under the Securities Exchange Act of
1934 Transglobal is required to file a periodic report on Form 8-K
along with audited financial statements of the assets acquired,
however, the Company has not yet prepared the Form 8-K.

In addition, it has not yet filed its quarterly financial reports
on Form 10-Q for the periods ending March 31, 2003 and June 30,
2003. Consequently it has failed to comply with the reporting
requirements of the Exchange Act. Until the Company is in
compliance with all of the reporting requirements of the Exchange
Act, it is prohibited from filing any registration statements
under the Securities Act of 933, and may be subject to sanctions
by the SEC.

At December 31, 2002, Trransglobal had a deficiency in working
capital of approximately $282,000.  Presently, its primary source
of funds is its line of credit from its asset-based lender.  The
Company has had limited success in raising funds and believes
that, because of its financial condition and stock price, it will
continue to have difficulty in raising funds.  The failure to
raise funds may affect its ability to continue in business.

Transglobal Services sustained a loss of $3.3 million for 2002 and
indicates that there is no assurance it will be able to generate
profits in the future.  Its failure to generate profits could
affect its ability to continue operations.

The Company's principal source of cash during 2002 was its credit
facility with its asset-based lender.  This facility was renewed
on October 16, 2002, subject to a one-year renewal option, if
mutually agreed.  The agreement was extended for one year in
January 2003.  Transglobal requires this facility in order to meet
its payroll obligations, since the Company pays its employees
before it receives payment from its customers.  Transglobal will
not be able to continue in business unless it is able to extend
its credit facility or otherwise obtain necessary financing.  The
terms of any financing which may be available may be less
favorable than the terms of its present credit arrangement.  Any
equity financing would result in substantial dilution to

Malone & Bailey, PLLC, the Company's independent auditors of
Houston, Texas have stated in their May 30, 2003, Auditors Report
that Transglobal Services has suffered recurring losses from
operations, has a working capital deficiency and an accumulated
deficit that raise substantial doubt about it's ability to
continue as a going concern.

TRIAD HOSPITALS: S&P Rates $450-Million Senior Sub. Notes at B
Standard & Poor's Ratings Services assigned its 'B' rating to
Triad Hospitals Inc.'s $450 million senior subordinated notes due
2013, issued under Rule 144A. At the same time, Standard & Poor's
affirmed Triad's corporate credit, senior secured, senior
unsecured, and subordinated debt ratings. Proceeds from the new
issue will be used to repay existing subordinated debt and for
general corporate purposes.

The senior secured bank loan is rated one notch above the
corporate credit rating. Based on collateral value estimates,
Standard & Poor's believes that these measures offer a strong
likelihood of full recovery of bank debt in the event of default.
Total debt outstanding as of Sept. 31, 2003, was $1.6 billion.

"The speculative-grade ratings on Triad reflect Standard & Poor's
concern about the company's aggressive growth strategies, risks
associated with potentially weaker future reimbursement by the
government and other third-party payors, growing bad debt
reserves, and the challenges the company faces to maintain or
improve its local market positions," said credit analyst David

Dallas, Texas-based Triad is the third-largest proprietary
hospital company in the U.S., owning and operating 55 hospitals
(assuming the successful closing of four pending acquisitions and
the completion of two hospitals under construction). The company
also owns and operates 14 surgery centers in 17 states and a
hospital management company. The company's strategy for increasing
profitability centers on expanding the number of services offered,
recruiting additional physicians, and strengthening relationships
with physicians. Additional growth is expected to be generated
from an aggressive strategy that incorporates joint venture
partnerships with not-for-profit hospitals, potentially large
acquisitions, new construction projects, and significant capital
investment in existing facilities. The company's results support
the success of this strategy to date, as funds from operations to
lease-adjusted debt improved to 26% as of June 2003 from 13% in
2001, and return on capital improved to 10.6% from 7.4% in 2001.

Still, there are many challenges for management. The future
success of acquisitions and major capital initiatives is
uncertain. Overall profitability will be tied to changes in
reimbursement by the government and other third-party payors,
which are coming under increasing pressure to contain their health
care costs. Growing bad debt expenses will further strain margins
and cash flow. Other key expense categories, such as labor,
pharmaceuticals, and insurance will continue to be difficult to

TRI-UNION DEVELOPMENT: Tapping Medleh Group as Notice Agents
Tri-Union Development Corporation and Tri-Union Operating Company
is asking for permission from the U.S. Bankruptcy Court for the
Southern District of Texas to tap the services of The Medleh Group
as Notice Agent in these proceedings.

The Medleh Group is a leading document services company with
offices located in Houston and Dallas, Texas and Chicago,
Illinois. The company has extensive experience in serving notices
especially with respect to Chapter 11 Cases.

The Debtors believe that the Medleh Group is well qualified to
provide such ministerial services and that appointing the Medleh
Group as notice agent would benefit the Debtors' estates and their
creditors because The Medleh Group is fully equipped to handle the
heavy volume of notices to be distributed to creditors and other
parties in interest in these bankruptcy cases.

As Notice Agent, The Medleh Group will:

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

          i. notice of the commencement of this Chapter 11 Case
             and the initial meeting of creditors under section
             341(a) of the Bankruptcy Code in substantially the
             same form;

         ii. notice of the claims bar date;

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

         iv. other miscellaneous notices to any entities, as the
             Debtors or the Court may deem necessary or
             appropriate for an orderly administration of these
             Chapter 11 Cases;

     b. after the mailing of a particular notice, file with the
        Clerk's Office a certificate or affidavit of service
        within 10 days after each service, which includes a copy
        of the notice involved, an alphabetical list of persons
        to whom the notice was mailed and the date and manner of

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

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

Wes Davis, Account Manager, tells the Debtors that The Medleh
Group's rates range from $55 to $150 on Trial Exhibit Boards.
Other ordinary rates for mailing, labels and copywork will also

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.

TWINLAB CORP: Court Approves Twinlab Sale to IdeaSphere Inc.
Twinlab Corporation (OTCBB: TWLBE), Twin Laboratories Inc. and
Twin Laboratories (UK) Ltd., announced that on October 31, 2003,
the United States Bankruptcy Court for the Southern District of
New York entered the sale order approving the sale of
substantially all of the assets of Twinlab to IdeaSphere Inc. of
Grand Rapids, Michigan.

The Company filed for bankruptcy protection on September 4, 2003,
and the case is being jointly administered under Case No. 03-15564
(CB). The asset sale was conducted under the supervision of the
Bankruptcy Court pursuant to section 363 of the Bankruptcy Code.
The Honorable Cornelius Blackshear approved the asset sale on
October 27, 2003 pending the submission of a consensual sale
order, which was submitted on October 30, 2003. The asset sale,
which is expected to close in the coming weeks, remains subject to
the satisfaction of standard and customary conditions of closing,
including the receipt of regulatory approvals.

Ross Blechman Chairman, President and CEO said, "We are now
joining with tremendous partners. I saw potential for a
partnership with IdeaSphere that could not only reshape this
Company, but also reshape the industry. In addition to their
desire to maintain the Company's employees, IdeaSphere is
committed to the high quality, science-based philosophy that has
been a hallmark of the Twinlab brand. I'm pleased that Twinlab can
now continue to rebuild and become a stronger entity in this
industry than ever before."

Additional Twinlab information is available on the World Wide Web

UNIROYAL: Has Until November 25 to Make Lease-Related Decisions
By order of the U.S. Bankruptcy Court for the District of
Delaware, Uniroyal Technology Corporation and its debtor-
affiliates obtained an extension of their lease decision period.  
The Court gives the Debtors until November 25, 2003, to determine
whether to assume, assume and assign, or reject their unexpired
nonresidential real property leases.

Uniroyal Technology Corporation and its subsidiaries are engaged
in the development, manufacture and sale of a broad range of
materials employing compound semiconductor technologies, plastic
vinyl coated fabrics and specialty chemicals used in the
production of consumer, commercial and industrial products.  The
Company filed for chapter 11 protection on August 25, 2002 (Bankr.
Del. Case No. 02-12471).  Eric Michael Sutty, Esq., and Jeffrey M.
Schlerf, Esq., at The Bayard Firm represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
its creditors, it listed $85,842,000 in assets and $68,676,000 in

UNITED AIRLINES: Names Martin C. White Senior VP of Marketing
United Airlines (OTC Bulletin Board: UALAQ) named Martin C. White
senior vice president-Marketing, effective immediately.  In this
role, Martin will be responsible for the development of marketing
strategies and the implementation of marketing programs, including
advertising, promotion, marketing communications, United's award-
winning Mileage Plus program, and UAL Loyalty Services.

"United is committed to achieving and maintaining a revenue
leadership position in the airline industry," said John Tague,
executive vice president-Customer.  "While we've made much
progress in recent months, the addition of Martin White as a new
leader of our marketing initiatives will bring energy, creativity
and enhanced focus to our efforts."

White has an extensive background in the airline, travel and
tourism, and direct-marketing industries.  From 1998-2000, White
was vice president of Consumer Marketing for Delta Air Lines,
Inc., with similar responsibilities to those he will assume at
United.  Before that, he served as vice president of Marketing
Programs & Services for US Airways Group, Inc.  He began his
career at Continental Airlines, Inc., where he held several
marketing positions of increasing importance.

He most recently was senior vice president of Marketing and Sales
for Vail Resorts, Inc. in Avon, Colo.  From 1991-1997, he was an
executive with direct-marketing firm Brierley & Partners.

White will report directly to Tague.  White, 39, replaces Scott
Praven, who will retire.  In addition, Candy Lee, president of UAL
Loyalty Services, is leaving to pursue other opportunities.  A
replacement, who will report to White, will be named shortly.

"Scott Praven and Candy Lee have made significant contributions to
United," Tague added.  "We wish them both all the best in their
future endeavors."

United and United Express operate more than 3,300 flights a day on
a route network that spans the globe.  News releases and other
information about United can be found at the company's Web site at

UNITED AIRLINES: Wants Nod to Sell Hotwire Stake for $85 Million
UAL Corporation asks Judge Wedoff for permission to sell its
equity interest in Hotwire, Inc., to InterActiveCorp and Hydrogen
Properties, Inc.  UAL also asks for permission to execute the
Stockholder Agreement and the Airline Stockholder Agreement.

Before the Petition Date, United and UAL Loyalty Services, Inc.,
entered into a Participation Agreement with Hotwire, pursuant to
which United would provide Hotwire with competitively priced
distressed "air inventory" -- various low-cost buckets of
available seats on certain flights -- in exchange for Hotwire
stock.  Under the Agreement, UAL Loyalty Services entered an
Exclusivity Commitment, a two-year commitment not to invest in
any other company deriving 20% or more of its ticket revenues
from the sale of distressed air inventory.  Other airlines
entered similar agreements with Hotwire.  On November 1, 2002,
United, UAL Loyalty Services and Hotwire extended the
Participation Agreement until January 7, 2006 and the Exclusivity
Commitment until February 26, 2004.

The Debtors have invested $3,780,000 in Hotwire since its
formation in January 2000.  Specifically, the Debtors invested
$160,000 in common stock and $3,620,000 in preferred stock.  As a
result, the Debtors currently own 16,480,000 shares of Hotwire.

On September 19, 2003, InterActiveCorp and Hydrogen agreed to buy
100% of Hotwire's preferred and common stock for $675,000,000.  
Based on their ownership stake, the Debtors stand to receive
$85,000,000.  The Debtors will use the proceeds to pay down the
Revolving Credit Term Loan and Guaranty Agreement:

   (a) 60% will pay down the DIP Revolver; and

   (b) 40% will pay down the DIP Term Loan.

As a condition precedent to the Transaction, equity holders must
enter into the Stockholder Agreement, which indemnifies
InterActiveCorp and Hydrogen for damages in excess of $6,700,000
resulting from breaches of representations and warranties.  
Pursuant to an Agreement, the Debtors are only liable to
indemnify InterActiveCorp and Hydrogen for damages in excess of
$15,000,000.  The indemnities provided by the Stockholder
Agreement are collectively capped at $67,500,000, except for
indemnities for breaches of representations with respect to
taxes, undisclosed debt and capitalization, which are
collectively capped at $675,000,000.

Goldman Sachs, Hotwire's investment bankers, analyzed the terms
of the Merger Agreement and concluded that InterActiveCorp and
Hydrogen's offer presented Hotwire's equity holders with a
favorable combination of value, liquidity and certainty that is
not available under any other alternative. (United Airlines
Bankruptcy News, Issue No. 30; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   

U.S. WIRELESS DATA: Brascan Backs-Out of Equity Financing Deal
U.S. Wireless Data, Inc. (OTC: USWE), a leader in wireless
transaction processing, announced that on October 30, 2003, the
company received notification from Brascan Financial Corporation,
on behalf of its designate, MIST Inc., an affiliate of Brascan,
that it no longer intends to pursue the equity financing
transaction contemplated by the term sheet with USWD as previously
announced on September 16, 2003.

However, the company is continuing to explore alternative
transactions with MIST, although there can be no assurance that
any such transaction will be consummated, or consummated on terms
favorable to the company.

Brascan indicated that despite certain technical defaults in
connection with their bridge loan to USWD, as previously reported
in the company's Annual Report on Form 10-KSB, as filed on
October 14, 2003 (which defaults were waived through October 31,
2003), it is willing to discuss continuing to extend the balance
of the remaining unadvanced amounts under the bridge loan that
approximate $1 million. However, there can be no assurance that
Brascan will continue to extend such remaining amounts or that it
will not declare a default under the bridge loan documentation
subsequent to October 31, 2003.

In connection with MIST's determination not to proceed with the
equity financing transaction as previously contemplated, Brascan
has released USWD from its obligations to not solicit alternative
financings from other potential investors, and the break-up fee
that was associated with such a financing. USWD is currently
exploring such other options. In view of MIST's determination not
to proceed with the equity financing transaction as contemplated,
the warrant to purchase 10,000,000 shares of USWD common stock
issued to Brascan in connection with the bridge loan will expire
in September 2008 and will become exercisable on the earlier of
(i) December 31, 2003, or (ii) upon a consolidation or merger with
another entity, or the sale, transfer or other disposition of all
or substantially all of the company's assets and properties to
another entity.

U.S. Wireless Data provides wireless transaction delivery and
gateway services to the payments processing industry. Our
customers include credit card processors, merchant acquirers,
banks, automatic teller machine distributors and their respective
sales organizations, as well as certain businesses seeking new
solutions to make it easier for their customers to buy their
products or services. We offer these entities turnkey wireless and
other transaction management services. We also provide those
entities with proprietary wireless enabling products designed to
allow card acceptance where such acceptance has heretofore been
either too expensive or technologically unfeasible, or to displace
conventional telephone lines for increased speed, cost reduction
and/or convenience. These services and products may be utilized by
conventional card accepting retailers as well as emerging card
accepting market segments such as vending machines, quickservice
(fast-food) and quick casual restaurants, taxis and limousines,
in-home service providers, door-to-door sales, contractors,
delivery services, sporting events, and outdoor markets. Our
services and products may also be used for gathering telemetric
information such as mission critical operational data on a real-
time basis from remote equipment (e.g., vending machines). Further
information is available at  

WACKENHUT CORRECTIONS: Look for Third-Quarter Results Tomorrow
Wackenhut Corrections Corporation (NYSE: WHC) will release its
2003 Third Quarter financial results tomorrow.  This will be
followed by a conference call at 2:30 PM (Eastern Standard Time)
on the same day.

Hosting the call for WCC will be George C. Zoley, Chairman and
Chief Executive Officer, accompanied by Wayne H. Calabrese, Vice
Chairman, President and Chief Operating Officer, John G. O'Rourke,
Chief Financial Officer, David Watson, Treasurer and Vice
President of Finance and Brian Evans, Vice President and Chief
Accounting Officer.

To participate in the teleconference, please contact one of the
following numbers 5 minutes prior to the scheduled start time.

                    1-800-952-4671 (U.S. only)
                  1-706-643-1406 (International)
      Conference Call Title: "Wackenhut Corrections Earnings"

In addition, a live web-cast of the conference call may be
accessed on the Company's investor relations home page at  A web-cast audio replay of the  
conference call will also remain available on the Web site for 30

If you are unable to participate in the conference call, a
telephonic replay will be available from November 6 through
December 8.  The replay number is 1-800-642-1687 (U.S.) and 1-706-
645-9291 (International).  If you have any questions, please
contact WCC at (561) 999-7306.

WCC (S&P, BB- Corporate Credit Rating, Negative) is a world leader
in the delivery of correctional and detention management, health
and mental health services to federal, state and local government
agencies around the globe. WCC offers a turnkey approach that
includes design, construction, financing and operations. The
Company represents government clients in the United States,
Australia, South Africa, New Zealand, and Canada servicing 49
facilities with a total design capacity of approximately 36,000

WHEELING-PITTSBURGH: Seeks Resolution of Marubeni's $1.6MM Claim
By the parties' agreement, Lease Logistics' claim for $225,557.80
is allowed as a general, unsecured claim against the bankruptcy
estate of Wheeling-Pittsburgh Steel Corp., for $8,719.

The disputed claims left for resolution or disposition are:

       Claimant                          Claim Amount
       --------                          ------------
       Marubeni America Corp.           $1,595,443.94
       Tennessee Dept. of Revenue           50,918.14
(Wheeling-Pittsburgh Bankruptcy News, Issue No. 48; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  

WHITEHALL MACHINERY: Case Summary & Largest Unsecured Creditors
Lead Debtor: Whitehall Machinery, Inc.
             1980 Grassland Parkway
             Alpharetta, Georgia 30201

Bankruptcy Case No.: 03-22381

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     JCS & Associates, Inc.                     03-22382    
     Grassland Industrial Park, Inc.            03-22383    

Type of Business: The Debtor is a used equipment dealer
                  specializing in flat rolled metal processing

Chapter 11 Petition Date: November 3, 2003

Court: Northern District of Georgia (Gainesville)

Debtors' Counsel: Charles N. Kelley, Jr., Esq.
                  Cummings Kelley & Bishop PC
                  340 Jesse Jewell Parkway
                  Suite 602
                  Gainesville, GA 30501-7701
                  Tel: 770-531-0007
                  Fax: 770-533-9087

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 14 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
SunTrust Bank               Bank loan               $1,381,470
P.O. Box 4418                                       Unsecured:
Mail Code: 150                                      $1,381,470
Atlanta, GA 30302-4418
Attn: Mr. Neal Barton
      Quirk & Quirk
      450 Buckehad Centre
      2964 Peachtree Rd., N.W.
      Atlanta, GA 30305-4903
      Mr. Neal Quirk

Jerome Lipman                                         $128,449

Thomas Fisher                                          $84,855

Vision Financial                                       $61,623

Mike & Ed Masters                                      $60,000

Georgia Natural Gas                                    $56,394

Cumberland Machine Co.                                 $32,198

Metals USA Horicon                                     $30,000

Landstar Inway                                         $23,265

Forsyth County                                         $20,209

Georgia Department Of Revenue                          $19,359

Hurricane Machine Inc.                                  $7,500

Steel Hector Davis                                      $5,000

Bosko Machinery, Inc.                                   $3,560

B. JCS & Associates' 10 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
SunTrust Bank               Bank loan               $2,177,313
P.O. Box 4418                                       Unsecured:
Mail Code: 150                                      $2,177,313
Atlanta, GA 30302-4418
Attn: Mr. Neal Barton
      Quirk & Quirk
      450 Buckehad Centre
      2964 Peachtree Rd., N.W.
      Atlanta, GA 30305-4903
      Mr. Neal Quirk

Lib Properties              Bank loan                 $280,277
200 Sandy Springs Place,
Suite 100
Atlanta, GA 30328
Connie Robinson

SunTrust Bank                                         $175,137

Jerome Lipman               Trade debt                 $14,439

Georgia Department          Tax                        $11,246
Of Revenue

Georgia Department          Tax                        $10,783
Of Revenue

Forsyth County              Tax                         $1,799

Forsyth County              Tax                         $1,682

Georgia Department          Tax                           $357
Of Revenue

Georgia Department          Tax                           $222
Of Revenue

C. Grassland Industrial Park's 7 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Lib Properties              Bank loan                 $280,277  
200 Sandy Springs Place,                           Collateral:
N.E.                                               $2,000,000
Suite 100                                           Unsecured:
Atlanta, GA 30328                                     $280,277
Connie Robinson

SunTrust Bank               Bank loan               $2,177,313
P.O. Box 4418                                      Collateral:
Mail Code: 150                                      $2,000,000
Atlanta, GA 30302-4418                              Unsecured:
Mr. Neal Barton                                       $177,313

Jerome Lipman               Bank loan                  $14,439

Georgia Department          Tax                        $11,246
of Revenue

Georgia Department          Tax                        $10,738
of Revenue

Forsyth County              Tax                         $1,799

Forsyth County              Tax                         $1,682

WORLDCOM INC: Turning to Huron Consulting for Financing Advice
The Worldcom Debtors seek the Court's authority to employ Huron
Consulting Group LLC as financial advisors for their Chapter 11
cases, nunc pro tunc to August 25, 2003.

WorldCom Chief Financial Officer Robert Blakely, specifically,
describes Huron Consulting's scope of services as:
   (1) advising the Debtors with respect to reconciling,
       objecting to or otherwise resolving the claims filed
       against them in the course of the bankruptcy proceeding;

   (2) tracking the Debtors' work with regard to their decisions
       on executory contracts rejections, assumptions and cure
       amounts; and

   (3) preparing analyses to support the Debtors' decisions with
       regard to when and if to pursue preference payments or
       other avoidance actions.

In connection with these Projects, Huron Consulting is also
prepared to provide other assistance as the Debtors request.

The specific procedures that Huron Consulting is to perform in
connection with the Projects will include, in addition to other
procedures that the firm and the Debtors may mutually agree upon:

   (a) building and maintaining a claims database linking claims
       data with scheduled debt data, objection data, duplicate
       claim data, settlement data, and any other relevant,
       mutually agreed upon data.  Maintenance includes updating
       the database, reconciling it to the Bankruptcy Services,
       Inc. claims register and running ad hoc queries as

   (b) building and maintaining an executory contracts database
       consisting of data pertaining to existing contracts,
       contracts assumed and rejected since March 2003, and any
       other relevant, mutually agreed upon data;

   (c) assisting the Debtors to manage the claims objection
       process by preparing exhibits to omnibus objections to    
       claims and coordinating with Debtors' claims agent and the
       Debtors' employees, counsel and advisors;

   (d) assisting the Debtors to manage the claims resolution
       process by  tracking the status of claims resolution in
       each claim category, identifying potential issues
       impacting the claims resolution process, tracking    
       estimated claims values for the largest claims        
       within each category, coordinating the tracking
       adjustments to the Debtors' accounting records, and other,
       day-to-day tasks the Debtors ask during the course of
       the engagement; and

   (e) assisting the Debtors to gather and analyze the data
       necessary to allow management to make the appropriate
       decisions with regard to when and if to pursue avoidance

The Debtors have selected Huron Consulting because:

   -- of its diverse experience and extensive knowledge,
      including, without limitation, in the fields of business
      dispute analysis, data extraction, compilation, storage,
      retrieval and analysis, and case management planning;

   -- it has provided support for leading corporations on some
      of the largest and most complex litigation in the country;

   -- it has the necessary depth and range of skills to assist
      the Debtors in the Chapter 11 cases.

The Debtors will compensate Huron Consulting for its services
based on the hours actually expended by each professional at each
professional's current regular hourly billing rate:

               Managing Director       $445 - 600
               Director                 315 - 450
               Manager                  265 - 350
               Associate                185 - 250
               Analyst                  135 - 175

Benjamin J. Goren, Director of Huron Consulting, discloses Huron
Consulting's connections with the Debtors:

   * The firm is currently engaged by WorldCom/MCI on a
     postpetition basis as an ordinary course professional to
     provide litigation support in claim against World Access.

   * The firm is currently engaged as financial advisor to United
     Airlines, Chapter 11 debtor.  WorldCom is a vendor of United
     Airlines and MCI is a customer of United Airlines.

   * The firm is currently engaged as financial advisor to Global
     Crossing, Chapter 11 debtor.  WorldCom/MCI may be a vendor
     or creditor of Global Crossing.

   * The firm is currently engaged by debtors or others in
      connection with various bankruptcy proceedings in which
      WorldCom or MCI may be a vendor or creditor, including
      Orion Refinery, 360 Networks, and Eagle Food Centers.

   * WorldCom is currently the dial-up Internet provider to Huron
     Consulting Group.  Huron Consulting currently spends
     $10,000 to $12,000 per month on an annual contract for this

Nevertheless, Mr. Goren assures the Court that Huron Consulting
does not hold or represent an interest adverse to the Debtors'
estates.  Huron Consulting is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
(Worldcom Bankruptcy News, Issue No. 41; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   

W.R. GRACE: Pushing for Nod to Hire New Unidentified Pres. & COO
Paul J. Norris currently serves as W.R. Grace's Chairman,
President and Chief Executive Officer.  The Debtors have decided
they need to hire a Chief Operating Officer and have selected
-- but do not disclose the identity of -- a Candidate to fill
that slot.  Contingent on Judge Fitzgerald's approval of the
company's decision to create the COO position and hire a new
person to fill the President and COO slot, Mr. Norris will
relinquish his position as President and retain the positions of
Chairman and Chief Executive Officer.

Three senior officers, each responsible for managing one of the
Debtors' three "product lines" -- Davison Catalysts, Davison
Silicas, and Grace Performance Chemicals -- report directly to
Mr. Norris.  Four other senior officers also report directly to
Mr. Norris.  These individuals are responsible for corporate-wide
functions, including the Debtors' Chapter 11 cases, finance,
treasury, legal, human resources, information technology,
environmental, health and safety, and other functions.

                          Need for a COO

Over the past several months, Mr. Norris discussed with the Board
of Directors his current intention to remain with the Debtors
until their emergence from these Chapter 11 cases, depending on
the timing of that emergence, and the need to address succession
planning for the CEO position.

In light of Mr. Norris' intentions, the Debtors determined that
the best alternative regarding the management structure would be
the creation of the COO position whereby the Product Line
Officers would report to the COO, who in turn would report to Mr.
Norris as CEO.  The Administrative Officers would continue to
report to Mr. Norris as CEO.

The Debtors also concluded that revisiting their management
structure to include a COO would have several other significant
benefits in addition to providing the Debtors with an additional
"in-house" candidate to succeed Mr. Norris as CEO.  Those
benefits include:

       (1) adding a high-level executive who would be focused
           primarily on managing the overall operations of the
           Debtors' businesses in an effort to improve the
           current financial performance of those businesses;

       (2) permitting Mr. Norris to dedicate a greater portion
           of his time to manage corporate-wide issues, like
           the Debtors' Chapter 11 cases.

                        The COO Candidate

At the time the Board concluded that the Debtors should retain a
COO, and after various discussions regarding candidates, Mr.
Norris identified a specific individual as his preferred
candidate for the COO position.  The Candidate then met with each
member of the Debtors' Board.  Thereafter, the Debtors began
discussions and negotiations with the Candidate.

The Debtors concluded that the Candidate would bring specific and
unique management and leadership strengths to the Debtors'
businesses, which would make him particularly well suited to
assume the COO position.  The candidate, while not identified by
name, is described as having significant operational experience
within the chemicals industry and senior financial management
experience within the general industry.  He served as a vice
president and general manager of a business unit of a major U.S.
chemical manufacturer, where he also served as vice president of
finance and business development for a major business unit.  He
has experience regarding use of technologies in ways that are
relatively new to the Debtors' businesses, and has had
responsibility for analyzing manufacturing and other businesses
in order to determine the value of the businesses.

                         The COO Agreement

After identifying the candidate of their choice for the position
of COO, the Debtors developed a competitive compensation package
to present to the Candidate.  Thereafter, the Debtors and the
Candidate and their counsels negotiated and finalized the terms
under which the Candidate would assume the position of COO.  The
Candidate has verbally accepted the COO agreement and the Board
is expected to approve the COO agreement at its next scheduled
meeting on November 6, 2003.

The initial term of the COO agreement is three years, beginning
on the Candidate's first day as COO of the Debtors.  The
Candidate's initial base salary is $550,000, with participation
in the Debtors' existing annual incentive compensation program,
at a targeted award equal to 74% of base salary.  This award will
be paid only to the extent that specific financial targets under
the program are achieved for the applicable year.  The
Candidate's award under the program is targeted at 100% of base
salary for each of 2003 and 2004, but his award for 2003 would be
prorated to reflect the portion of that year that he was actually
employed by the Debtors.

The COO Agreement also provides the Candidate with a severance
benefit equal to one and one-half times 175% of his base salary
at the time of termination in the event he is terminated by the
Debtors without cause, or he terminates his employment with the
Debtors as a result of "constructive discharge" during the
initial term of the COO agreement.  The Candidate would also be
entitled to such severance benefit if he terminates his
employment as a result of not being offered the position of CEO
following Mr. Norris' departure.

In all other respects, the COO agreement provides that the
Candidate will be provided with compensation, benefits, and
incentive opportunities that are available to other senior
officers of the Debtors as previously approved by the Court.

                 COO Agreement Should be Approved

The Debtors tell the Court that the COO Agreement will benefit
their estates by:

       (a) addressing the Debtors' need for CEO succession

       (b) allowing the Debtors to obtain the services of the
           Candidate as COO to help the Debtors' business
           operations; and

       (c) allowing Mr. Norris to concentrate more fully on
           corporate-wide issues.

Judge Fitzgerald will convene a hearing on Nov. 17 to review the
Debtors' request. (W.R. Grace Bankruptcy News, Issue No. 48;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

XOMA LTD: Exercises Option to Defer $40 Million Payment of Loan
XOMA Ltd. (Nasdaq:XOMA) has exercised its option to defer payment
of $40 million of its convertible loan from Genentech, Inc.
related to the development of Raptiva(TM). As provided in the loan
agreement, the deferred portion will be paid out of XOMA's share
(25 percent) of U.S. operating profits generated from future
Raptiva sales.

XOMA will pay the balance of the loan with preference shares of
XOMA stock before year-end 2003. These preference shares will be
convertible into common shares at a price of $7.75 per share, the
price determined under the loan agreements at the time XOMA
notified Genentech of its election, based on a formula intended to
reflect the current market price of XOMA's common shares.

The total development loan balance reported as of June 30, 2003
was $69.6 million. The companies will determine the exact balance
as of Raptiva's approval on October 27, 2003 and therefore the
amount to be paid in shares and the exact number of shares.

The loan agreement required that XOMA pay within 90 days after
approval of Raptiva the amounts outstanding in cash or in shares
of XOMA stock and decide whether to exercise its right to defer
cash payment of up to $40 million beyond the 90-day period.

"Now that Raptiva is approved, we are moving forward," said John
L. Castello, XOMA's chairman, chief executive officer and
president. "We are excited about the upcoming launch and
anticipated sales, and we want to remove any lingering uncertainty
about potential dilution to our shareholders related to our
convertible development loan from Genentech. Final numbers remain
to be determined, but we anticipate issuing preference shares
convertible into approximately four million common shares to repay
the approximately $30 million in development financing that we are
not deferring."

XOMA -- which has a net capital deficit of about $11 million --
develops and manufactures antibody and other protein-based
biopharmaceuticals for disease targets that include immunological
and inflammatory disorders, cancer and infectious diseases. XOMA's
programs include collaborations: with Genentech, Inc. on the
Raptiva(TM) antibody for psoriasis (BLA submission), psoriatic
arthritis (Phase II) and other indications; and with Millennium
Pharmaceuticals, Inc. on a recombinant protein, CAB-2, for
vascular inflammation (preclinical). Earlier-stage development
programs focus on antibodies and other compounds developed by XOMA
for the treatment of acne (Phase I), cancer and retinopathies.

ZYMETX INC: Bankruptcy Court Confirms Plan of Reorganization
ZymeTx, Inc. (Pink Sheets:ZMTX), a biotechnology and influenza
disease management firm based in Oklahoma City, announced that the
United States Bankruptcy Court for the Western Division of
Oklahoma has confirmed its reorganization plan, allowing the
company to emerge from bankruptcy.

Since filing for reorganization in November 2002, ZymeTx has
continued marketing and selling its ZstatFlu(R) product, a proven
point-of-care diagnostic test for the detection of Influenza A and
B. The non-invasive test, administered using a throat swab,
renders a diagnosis in a doctor's office within 20 minutes. The
company has also continued research activities during the
reorganization funded primarily by federal and state research
grants and operated the National Flu Surveillance Network(TM), an
Internet-based program to pinpoint and track the spread of
influenza across the United States.

"It has been a challenging process for our employees, vendors and
stakeholders, but we are nevertheless pleased to announce we have
succeeded in our reorganization effort and we are positioned to
move forward with the company," commented Norman Proulx, the
firm's president and chief executive officer.

Under the terms of the reorganization, the Company sold all of its
ZstatFlu test kit inventory and licensed and/or sublicensed all of
its proprietary rights to certain of its other technology and
assets, including the chemiluminescence-based (Polaroid) rapid
disease detection technology, the ZstatFlu test kits and the
National Flu Surveillance Network, to DiagXotics, Inc., a Delaware
corporation. In addition, stockholders of the Company will retain
their shareholder status with ZymeTx, thereby giving them the
opportunity to potentially recover some or all of their original
investment in the Company depending on the revenues that the
Company ultimately realizes from the sale of the inventory and the
licensing agreements, as well as from its ongoing research
activities related to its other technology.

"I am pleased our plan contains opportunity for ZymeTx creditors
and shareholders to potentially benefit financially in the
reorganized company," Proulx said. "We are grateful for the
support of all stakeholders throughout the process this past year.
As we look to the future, we have good reason for optimism with an
acknowledged, accurate influenza diagnostic and excellent invitro
and invivo data from our viral therapeutic program."

ZymeTx, Inc., headquartered in Oklahoma City, is a biotechnology
company engaged in the development of technology to produce
products for the diagnosis and treatment of viral disease, viral
management and disease surveillance. The Company developed
ZstatFlu, the world's first rapid point-of-care test capable of
detecting both Influenza A and B, and the National Flu
Surveillance Network(TM), a network of physician sites across the
country that use ZstatFlu to track influenza in their communities
and practices. Additional information on ZymeTx and NFSN can be
obtained by accessing the Web sites at http://www.zymetx.comand

* Meetings, Conferences and Seminars
November 4-5, 2003
          The Art and Science of Russian M&A
               Ararat Park Hyatt Hotel, Moscow
                    Contact: +44-20-7878-6897 or

November 12-14, 2003
          Litigation Skills Symposium
               Emory University, Atlanta, GA
                    Contact: 1-703-739-0800 or

November 18, 2003
          Joint Cocktail Partyu with TMA Chapters NY, LI, NJ
               Contact:; 212-629-8686

November 18, 2003
          NICHE Players in Alternative Lending Markets
               Contact:; 212-629-8686

November 19, 2003
          Joint Event with Nassau Bar Association
               Melville New York Hilton
                    Contact:; 212-629-8686

December 1-2, 2003
          Distressed Investing
               The Plaza Hotel, New York City, NY
                    Contact: 800-726-2524 or

December 3-7, 2003
          Winter Leadership Conference
               La Quinta, La Quinta, California
                    Contact: 1-703-739-0800 or

February 5-7, 2004
          Rocky Mountain Bankruptcy Conference
               Westin Tabor Center, Denver, CO
                    Contact: 1-703-739-0800 or

March 5, 2004
          Bankruptcy Battleground West
               The Century Plaza, Los Angeles, CA
                    Contact: 1-703-739-0800 or

April 15-18, 2004
          Annual Spring Meeting
               J.W. Marriott, Washington, D.C.
                    Contact: 1-703-739-0800 or

April 29-May 1, 2004
          Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
               Drafting, Securities, and Bankruptcy
                    Fairmont Hotel, New Orleans
                         Contact: 1-800-CLE-NEWS or

May 3, 2004
          New York City Bankruptcy Conference
               Millennium Broadway Conference Center, New York, NY
                    Contact: 1-703-739-0800 or

June 2-5, 2004
          Central States Bankruptcy Workshop
               Grand Traverse Resort, Traverse City, MI
                    Contact: 1-703-739-0800 or

June 24-26,2004
          Hawaii Bankruptcy Workshop
               Hyatt Regency Kauai, Kauai, Hawaii
                    Contact: 1-703-739-0800 or

July 15-18, 2004
          The Mount Washington Hotel
               Bretton Woods, NH
                    Contact: 1-703-739-0800 or

July 28-31, 2004
          Southeast Bankruptcy Workshop
             The Ritz-Carlton Reynolds Plantation, Lake Oconee, GA
                    Contact: 1-703-739-0800 or

September 18-21, 2004
          Southwest Bankruptcy Conference
               The Bellagio, Las Vegas, NV
                    Contact: 1-703-739-0800 or

October 10-13, 2004
          Seventy Seventh Annual Meeting
               Nashville, TN

December 2-4, 2004
          Winter Leadership Conference
               Marriott's Camelback Inn, Scottsdale, AZ
                    Contact: 1-703-739-0800 or

April 28- May 1, 2005
          Annual Spring Meeting
               J.W. Marriot, Washington, DC
                    Contact: 1-703-739-0800 or

July 14 -17, 2005
          Ocean Edge Resort, Brewster, MA
               Contact: 1-703-739-0800 or

July 27- 30, 2005
          Southeast Bankruptcy Workshop
               Kiawah Island Resort and Spa, Kiawah Island, SC
                    Contact: 1-703-739-0800 or

November 2-5, 2005
          Seventy Eighth Annual Meeting
               San Antonio, TX

December 1-3, 2005
          Winter Leadership Conference
               Hyatt Grand Champions Resort, Indian Wells, CA
                    Contact: 1-703-739-0800 or

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to are encouraged.


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

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

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 Go to order any title today.

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


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

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

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

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

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

                *** End of Transmission ***