TCR_Public/031106.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, November 6, 2003, Vol. 7, No. 220

                          Headlines

24 HOUR FITNESS: S&P Rates Credit Facility & Term Loan at B
ACETEX CORP: Sept. 30 Working Capital Deficit Widens to $204MM
ACTUANT CORP: Prices $125 Mill. Convertible Debentures Offering
AFC ENTERPRISES: Reports Third-Quarter 2003 Operating Results
ALLIED WASTE: Unit Commences $250 Million Senior Debt Offering

ALLIED WASTE: Files Proxy Statement re Preferred Stock Exchange
ALLIS-CHALMERS: 85% of Shareholders Consent to Equity Deals
AMERICA WEST: October Revenue Passenger Miles Slide-Up 2.4%
ARMOR HOLDINGS: Appoints Robert Schiller New Company President
ARMOR HOLDINGS: Operating Results Improve in Third Quarter

ASBURY AUTOMOTIVE: Panel Says Obligations to Kendrick Satisfied
ATLANTA URBAN: S&P Junks $7-Million Housing Revenue Bond Rating
AZTEC CRANE: Trustee Employs Adair & Myers as Special Counsel
BROCADE COMMS: Will Publish Q4 and FY 2003 Results on Nov. 20
BUDGET: Committee Gets Nod to Hire InteCap as Valuation Expert

CAPITOL COMMUNITIES: Name Changed to Capitol First Corporation
CATELLUS DEV'T: Reports Slight Growth for Third-Quarter 2003
CENTRAL UTILITIES: Signs-Up Creel Sussman as Bankruptcy Counsel
CENTURY CONTROLS: Callahan Johnston Resigns as Ind. Accountants
CHARTER COMMS: S&P Rates Unit's $500-Mil. Sr. Debt at CCC-

CLEARING SERVICES: E.D. Mo. Court Fixes SIPA Claims Bar Date
CONEXANT: S&P Affirms B Rating & Notes Improved Performance
CONSTELLATION BRANDS: Reaffirms 3rd Quarter & Full Year Guidance
CRESCENT REAL ESTATE: Third-Quarter Results Sink into Red Ink
DALEEN TECH.: Walking Away from Allegiance BillingCentral Pact

DIEDRICH COFFEE: Red Ink Continued to Flow in Fiscal 1st Quarter
DOANE PET: S&P Cuts Credit & Senior Secured Debt Ratings to B-
DYNEGY: S&P Places Illinois Power Unit's Credit Rating on Watch
ENRON: AT&T Wants Prompt Payment of $7MM Admin. Expense Claim
EVERGREEN INT'L: Appoints John A. Irwin Chief Financial Officer

FALCON PRODUCTS: S&P Places Credit & Debt Ratings on Watch Neg.
FEDERAL-MOGUL: UST Appoints Asbestos Property Damage Committee
FFP OPERATING: Wants Schedule-Filing Deadline Moved to Dec. 8
FRAWLEY CORP: Recurring Losses Raise Going Concern Uncertainty
FRONT PORCH: Taps J.H. Cohn to Replace Ernst & Young as Auditors

GINGISS GROUP: May Dept. Stores Buying Assets for $23 Million
GINGISS GROUP: Brings-In Pachulski Stang as Bankruptcy Attorneys
GLOBAL GOLF: Breaks Ties with Accountants, Ronald R. Chadwick
GS MORTGAGE: Fitch Affirms BB- $18-Mill. Class B Notes' Rating
HARRAH'S ENTERTAINMENT: Board Declares Quarterly Cash Dividend

HAYES LEMMERZ: Seeking Approval of Plan Distribution Procedures
HORIZON GROUP: Commences Restructuring of Three Loans in Default
ILLINOIS POWER: Fitch Puts Junk Debt Ratings on Watch Positive
INTEGRATED HEALTH: Court Approves Litchfield Settlement
JP APARTMENTS: Case Summary & 21 Largest Unsecured Creditors

LINCOLN INT'L: Potter & Company Bolts from Auditing Engagement
LTV CORP: Oil States Asks Court to Appoint Bankruptcy Trustee
MARINER POST-ACUTE: Asks Court to Estimate Tort Claim Liability
MCDERMOTT INT'L: Sept. 30 Net Capital Deficit Widens to $420 Mil
MEASUREMENT SPECIALTIES: Q2 Results Enter Positive Territory

MERCURY AIR: Will File Form 10-K for FY 2003 by November 12
MIRANT CORP: MAGI Committee Signs-Up Cox & Smith as Co-Counsel
NORTHWOODS CAPITAL: Fitch Affirms BB $7MM Class VI Notes Rating
NRG ENERGY: Wants Approval of Beijing Guohua Sale Agreement
OAKWOOD HOMES: S&P Hatchets Related Ratings on 3 Note Classes

OWENS CORNING: Balks At Ohio Workers' Bureau's $9.2-Mill. Claim
PG&E NATIONAL: Noteholder Committee Taps Chadbourne & Parke LLP
PHILIP MORRIS: Will Appeal Jury Verdict for Missouri Smoker
PILLOWTEX CORP: Closes Sale of Assets to GGST LLC for $121 Mill.
PMA CAPITAL: Counterparty Rating Cut to Speculative-Grade Level

PRIME RETAIL: Shareholders' Meeting Adjourned Until November 18
PRIMEDEX HEALTH: Confirmation Order is Final & Plan Takes Effect
PRIMUS TELECOMMS: Sept. 30 Balance Sheet Upside-Down by $118MM
PW EAGLE: Will Host Third-Quarter Conference Call on Tuesday
QWEST COMMS: Creates Systems Integrator Alliances Division

RADIO UNICA: Wants to Continue Employing Ordinary Course Profs.
RESTRUCTURE PETROLEUM: Section 341(a) Meeting on December 5
SAN REMO: Buddy Ford Serving as Chapter 11 Bankruptcy Attorney
SATURN (SOLUTIONS): Delays Filing of Fin'l Statements in Canada
SHOLODGE INC: Completes Tender Offer for Sr. Subordinated Notes

SILICON GRAPHICS: Proposes Exchange Offer for Convertible Notes
SK GLOBAL AMERICA: SK Corp. Director Kim Choong Hwan Resigns
SMART & FINAL: Reports Strong Third-Quarter Operating Results
STARWOOD HOTELS: Launches Tender Offer for Westin Hotels Limited
SUNTERRA CORP: Distributes New Common Stock to Unsecured Creditors

TELESYSTEM INT'L: 3rd-Quarter Results Swing-Up to Positive Zone
TELETECH: William S. Beans Heads Communications & Media Biz Unit
TENNECO AUTOMOTIVE: Fitch Affirms Debt Ratings at Lower-B Level
THE PANTRY INC: Completes Acquisition 138 Golden Gallon Stores
TYCO INTERNATIONAL: Red Ink Continued to Flow in Fourth Quarter

UNITED AIRLINES: Wants Nod to Sell Orbitz Stock for $217 Million
UNITEDGLOBALCOM: Extends Exchange Offer for UGC Europe Shares
US AIRWAYS: Posts 8.8% Increase in Traffic for October 2003
U.S. CAN: September 28 Balance Sheet Upside-Down by $352 Million
USG CORP.: L&W Wants to Pay $16 Million to Buy Unnamed Supplier

VENTAS INC: Will Present at CIBC Healthcare Conference Tuesday
WALTER INDUSTRIES: Third-Quarter 2003 Net Loss Tops $9.3 Million
WARNACO GROUP: Offers to Swap Old 8-7/8% Senior Notes Due 2013
WCI STEEL: First Creditors Meeting to Convene on November 17
WEYERHAEUSER CO.: Will Padlock Sawmill at Grande Cache, Alberta

WICKES INC: Commences Exchange Offer for 11-5/8% Sr. Sub. Notes
WHEELING-PITTSBURGH: WHX Director Louis Klein Buys 1,500 Shares
WORLDCOM INC: Pushing for Approval of Progress Settlement Pact
W.R. GRACE: Urging Court to Appoint Hamlin as Future Claims Rep.
ZIFF DAVIS: Robert Lee is Publisher of New Consumer Lifestyle Mag.

* Canadian Senate Panel Says Bankruptcy Legislation Too Harsh
* IIC Lauds Senate Report on Insolvency Legislation in Canada
* Fitch Says Elec. Power Bankruptcies Shape U.S. Market Future
* Timothy S. McCann Joins Kirkpatrick in Fan Francisco as Partner

* DebtTraders' Real-Time Bond Pricing

                          *********

24 HOUR FITNESS: S&P Rates Credit Facility & Term Loan at B
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' ratings to 24
Hour Fitness Worldwide Inc.'s proposed $65 million secured
revolving credit facility due in 2008, and to the proposed $275
million term loan B due 2009. The bank loans were rated at the
same level as the corporate credit rating. Proceeds are expected
to be used to refinance existing debt and for general corporate
uses.

In addition, Standard & Poor's revised its outlook on the ratings
to positive from negative. All existing ratings, including 'B'
corporate credit rating, were affirmed. San Ramo, Calif.-based 24
Hour Fitness is an operator of mid-market fitness clubs. As of
Sept. 30, 2003, the company had $485 million of debt outstanding,
including redeemable preferred stock.

"The outlook revision reflects enhanced liquidity from the
proposed transaction and the company's improving credit measures,"
said Standard & Poor's credit analyst Andy Liu.

The ratings reflect 24 Hour Fitness's debt-financed growth
strategy, high financial risks, and the highly competitive fitness
industry. These considerations are partially offset by the
company's modest geographic diversity, several market leading club
clusters, strong brand name, and positive discretionary cash flow.

Stabilization of new clubs and growth in higher-margin ancillary
services, including personal training and apparel, have
contributed to increased revenue. The divestiture of European
operations and the turnaround at Asian clubs should contribute to
higher EBITDA margin as well. For the 12 months ended Sept. 30,
2003, the company's EBITDA margin was 14%, a 320 basis point
improvement from the end of 2001.

Operating cash flow has increased during the past several years,
attributable to acquisitions, new club openings, and existing club
sales growth. This trend is likely to continue as the company
refocuses on domestic club growth. 24 Hour Fitness generated
positive discretionary cash flow in the past two and a half years,
despite weak economic conditions. With the economy showing signs
of stabilizing and with the divestiture of its European club
operations, discretionary cash flow generation is expected to
increase in 2004, tempered by higher capital expenditures.


ACETEX CORP: Sept. 30 Working Capital Deficit Widens to $204MM
--------------------------------------------------------------
Acetex Corporation announced results for the three months ended
September 30, 2003, determined under Canadian generally accepted
accounting principles. These results include a net loss of U.S.
$10.4 million and EBITDA (defined as operating earnings plus
amortization) of U.S. $5.4 million. Net sales of U.S. $88.8
million were generated during the period from the sale of acetyls
products and specialty polymers and films.

For the nine months ended September 30, 2003, net loss was U.S.
$11.1 million and EBITDA was U.S. $27.0 million. Sales for the
same period were U.S. $229.1 million.

On August 5, 2003, we completed the acquisition of AT Plastics
Inc., a Canadian company that manufactures and sells specialty
polymers and films in North America and around the world. The
results of operations set out above consolidate the acquired
business from August 5, 2003.

On a pro forma basis, calculated as if the acquisition of AT
Plastics had completed at the beginning of the period presented,
Acetex would have realized EBITDA of U.S. $8.3 million on sales of
U.S. $103.3 million for the three months ended September 30, 2003,
and EBITDA of U.S. $40.5 million on sales of U.S. $329.7 million
for the nine months ended September 30, 2003.

At September 30, 2003, the Company's balance sheet shows that its
total current liabilities outweighed its total current assets by
about $204 million.

"The most important news in the third quarter was the successful
conclusion of the acquisition of AT Plastics on August 5," said
Brooke N. Wade, Chairman and Chief Executive Officer of Acetex
Corporation. "The acquisition provides diversity, operating
strength and the potential for very significant value creation to
Acetex. To refinance the long-term debt of AT Plastics we issued
an additional U.S. $75.0 million of our existing series of bonds.
The issuance of additional bonds was very well received by
investors and were sold at a price of 109.5. Unfortunately, we
experienced an unscheduled shutdown at our main Acetyls facility
at Pardies, France, resulting in an interruption in production of
18 days and a reduction in EBITDA of U.S. $6.0 million for the
third quarter.

The reported financial results include the results of AT Plastics
from the closing date of August 5, 2003. To better understand the
results of operations it is useful to look at the pro forma EBITDA
including AT Plastics results for the full quarter, which is U.S.
$8.3 million. These results would have been U.S. $6.0 million
better had we not suffered the unscheduled shutdown."

Acetex Corporation has two primary businesses - its European
Acetyls Business and the Specialty Polymers and Films Business.
Our Acetyls business is Europe's second largest producer of acetic
acid and polyvinyl alcohol and third largest producer of vinyl
acetate monomer. These chemicals and their derivatives are used in
a wide range of applications in the automotive, construction,
packaging, pharmaceutical and textile industries.

Specialty polymers developed and manufactured by Acetex are used
in the manufacture of a variety of plastics products, including
packaging and laminating products, auto parts, adhesives and
medical products. The films business focuses on products for the
agricultural, horticultural and construction industries.

Acetex (S&P, B+ Corporate Credit Rating, Stable) directs its
operations from its corporate head office in Vancouver, Canada.
Acetex has plants in France, Spain, and Edmonton, Alberta, and
sells to customers in Europe, the United States, Canada, and
around the world. Acetex's common shares are listed for trading
under the symbol "ATX" on The Toronto Stock Exchange, which has
neither approved nor disapproved the information contained herein.


ACTUANT CORP: Prices $125 Mill. Convertible Debentures Offering
---------------------------------------------------------------
Actuant Corporation (NYSE:ATU) announced the pricing of the
private offering of $125 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.

The sale of the Debentures is expected to close on November 10,
2003. Actuant also granted the initial purchasers of the
Debentures a 13 day over-allotment option to purchase up to an
additional $25 million aggregate principal amount of the
Debentures.

The Debentures will bear interest at a rate of 2.0% per year and,
during certain periods and subject to certain conditions, the
Debentures will be convertible by holders into shares of Actuant's
common stock initially at a conversion rate of 25.0564 shares of
common stock per $1,000 principal amount of Debentures, which is
equivalent to an initial conversion price of approximately $39.91
per share of common stock, subject to adjustment in certain
circumstances.

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 and the shares of common stock issuable upon
conversion of the Debentures 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.


AFC ENTERPRISES: Reports Third-Quarter 2003 Operating Results
-------------------------------------------------------------
AFC Enterprises, Inc. (Pink Sheets: AFCE), the franchisor and
operator of Popeyes(R) Chicken & Biscuits, Church's Chicken(TM),
Cinnabon(R) and the franchisor of Seattle's Best Coffee(R) in
Hawaii, on military bases and internationally, announced operating
performance results for the third quarter of 2003, which included
the Company's fiscal period 8 (7/14-8/10), period 9 (8/11-9/7) and
period 10 (9/8-10/5). The Company also provided an update on other
key business matters. Results for periods 8 and 9 were previously
announced in a press release dated September 19, 2003.

                       Overall Performance

Domestic System-wide Comparable Store Sales

AFC reported that blended domestic system-wide comparable store
sales at its restaurants, bakeries and cafes were down 1.4 percent
for the third quarter of 2003, compared to down 2.8 percent for
the third quarter of 2002. The Company continued to see
improvements in domestic system-wide comparable store sales, with
the third quarter of 2003 representing AFC's strongest quarterly
comparable sales performance since the second quarter of 2002.

The Company's continued focus on operational enhancements and
expanded promotions helped improve average check for the third
quarter of 2003. The average check in the third quarter of 2003
was up 1.7 percent for Popeyes, 4.5 percent for Church's, and 0.4
percent for Cinnabon.

Specific drivers that helped improve comparable store sales in the
third quarter of 2003, in addition to the factors cited in the
September 19, 2003, release included:

- Popeyes revised domestic system promotions and limited time
  offers with more favorable price-points and product types such
  as two different shrimp offerings and a new bone-in chicken
  family offering. Part of this strategy included the brand's
  concentration on limited time offers with boneless chicken and
  seafood products that do not require discounting of the core
  menu.

- Church's continued to expand the use of mixed bundles and
  increased trade up opportunities with Honey Butter biscuits and
  limited time offer dessert items such as lemon fried pies.

- Cinnabon benefited from improvements in captive venue traffic,
  and its capture rate of guests improved with such programs as
  its Caramel flavor promotion that was the brand's most
  successful marketing campaign in 2003.

Brand building initiatives to be implemented for the fourth
quarter of 2003 that compliment those cited in the September 19,
2003 release include the following:

- Popeyes will return its focus to historically successful limited
  time offers such as crawfish in November and holiday family
  bundle offers in December. In addition, Popeyes will introduce
  an offering of healthy alternative products, including Roasted
  Turkey over vegetable rice, Roasted Turkey Po'Boy Sandwiches,
  and the Cajun Turkey program.

- Popeyes has revised its operational support structure to
  reposition its talent so that the majority of their time will be
  spent directly supporting franchisees in the field.

- Church's will continue to concentrate its menu strategy on
  flavor and portability, including product tests of Zesty
  Tenders, Zesty Tender Crunchers, Zesty Thigh Fillets, and Texas
  Chicken.

- Church's will continue to test its new menu-board program,
  showcasing trade-up opportunities and help improving speed of
  service. The menu-board program is scheduled for a system-wide
  rollout in the first quarter of 2004.

- Cinnabon will complete the national product launch of
  Cinnapoppers(TM), a bite-sized brown sugar and cinnamon pastry
  that will be available in all Cinnabon bakeries in the fourth
  quarter.

- Cinnabon will continue to expand its licensing initiatives,
  partnering with General Mills to introduce the new Cinnabon
  Cinnamon Streussel jumbo muffins by Betty Crocker.

AFC reconfirmed its previously projected full-year blended
domestic system-wide comparable store sales of down 2.5-3.5
percent. By brand, both Church's and Cinnabon have experienced
slightly better than expected domestic system-wide comparable
store sales leading the Company to revise the full-year projection
for Church's from down 3.5-4.5 percent to down 3.0-4.0 percent and
Cinnabon from down 5.5-6.5 percent to down 4.0-5.0 percent.
However, Popeyes domestic system-wide comparable store sales have
been revised from down 1.5-2.5 percent to down 2.0-3.0 percent
primarily due to the less than expected performance of certain
third quarter limited time offers.

New System-wide Openings

The AFC system opened 69 restaurants, bakeries and cafes during
the third quarter of 2003, compared to 99 total system-wide
openings in the third quarter of 2002. The new unit opening
decline over prior year is primarily a result of a continued
cautious approach by franchisees on building new units due to the
current economic climate. In addition, the temporary suspension of
the Company's domestic franchise sales-related activities has
resulted in the loss of opportunities to sell a commitment and
have an opening in the same year. Of the 69 openings in the third
quarter, 38 were in international markets and the remaining 31
were domestic.

On a system-wide basis, AFC had 4,033 units at the end of the
third quarter of 2003. The composition of units at the end of the
third quarter of 2003 was comprised of 3,127 domestic units and
906 international units in Puerto Rico and 35 foreign countries.
The unit count represented 453 Company owned and 3,580 franchised
restaurants, bakeries and cafes.

AFC still projects to record 345-370 new unit openings in 2003.
This figure is comprised of 175-180 Popeyes restaurants, 55-65
Church's restaurants, 70-75 Cinnabon bakeries and 45-50 Seattle's
Best Coffee international cafes. The Company is revising the net
new units estimate from 185-210 to 170-195 as the unit closings
are now projected to be approximately 175 for the year. Unit
closings typically occur due to a loss or expiration of lease
rights and closing of under-performing units. Expected closings
change throughout the year based upon whether lease rights are
renewed or terminated, and ongoing assessments of unit
performance.

Commitments and Conversions

The Company remains unable to participate in certain domestic
franchise sales-related activities, including the sale of new
commitments and the sale of Company-owned units to franchisees
(conversions) because it has not yet finalized its 2003 franchise
offering circulars or renewed its state franchise registrations,
both of which require AFC's 2002 audited financial statements. AFC
will reengage in domestic franchise sales, including possible
select market conversions to franchisees, after finalizing and
filing the 2003 franchise offering circulars and renewing its
franchise registrations. This process will immediately follow the
release of its 2002 audited financial statements and the release
of quarterly 2003 financial statements, as may be required.

At the end of the third quarter of 2003, AFC had a total of 2,405
outstanding commitments for future development, which included 197
that were signed in 2003. Due primarily to the domestic
franchising constraints, the Company now expects to sign
approximately 350-400 total new commitments for future development
in 2003. However, the remaining domestic commitments projected to
be signed in 2003 will be dependent on the timing of the filing of
the required financial statements.

"We continue to see improvements in the business demonstrating
that our actions to stimulate performance are having results,"
said Dick Holbrook, President and COO of AFC Enterprises. "This
has been a challenging year for AFC on many fronts and I am
extremely proud of our team for rising up to this challenge in
order to best position the Company for the future."

                    Other Key Business Matters

Listing Status

AFC continues to work diligently to complete the restatements and
audit of its financial statements for 2002, 2001, and 2000 and to
file its 2002 Form 10-K, as well as its quarterly reports on Form
10-Q for the first three quarters of 2003, as soon as possible.
Upon completion and filing of such statements, the Company intends
to begin the listing application process.

Credit Facility

As previously announced on October 30, 2003, AFC's lenders
recently agreed to an amendment of the Company's credit facility
to extend the filing timeline of the Company's financial
statements. The Company's outstanding debt under its credit
facility agreement, net of investments, at the end of the third
quarter of 2003 was approximately $126 million versus $218 million
at the end of 2002.

Unusual Expenses

AFC is projecting to incur $19-$20 million of unusual expenses in
2003. This is an increase from the $17-$18 million estimated in
AFC's September 19, 2003 press release due to the ongoing costs of
the audit process. These unusual expenses are related to the
productivity initiative, the extended audit process for fiscal
years 2002, 2001 and 2000, shareholder litigation and expenses
related to the amendment of the Company's credit facility
agreement.

                        Concluding Remarks

Commenting on AFC's key business matters, Chairman and CEO Frank
Belatti summarized, "I look forward to the conclusion of the audit
process. Despite this near-term challenge, the Company has made
significant progress on confronting obstacles and seizing
opportunities. There are numerous accomplishments we are proud of
in the third quarter, including the recovery of our brands'
operational performance, the immediate recognition of savings from
the productivity initiative and recording the lowest debt level in
the Company's history. We continue to identify and address areas
in the business that will make us better."

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

                             *    *    *

               Credit Facility and Current Ratings

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


ALLIED WASTE: Unit Commences $250 Million Senior Debt Offering
--------------------------------------------------------------
Allied Waste Industries, Inc. (NYSE: AW) announced that its
wholly-owned subsidiary, Allied Waste North America, Inc., is
commencing an offering of $250 million in Senior Notes due 2010 in
a private placement. Allied intends to use the proceeds from the
proposed sale of these senior notes to retire a portion of AWNA's
10% Senior Subordinated Notes due 2009 through open market
repurchases or otherwise.

The senior notes being sold by AWNA will not be registered under
the Securities Act of 1933, as amended, and may not be offered or
sold in the United States absent registration or an applicable
exemption from registration requirements.  The senior notes are
being offered only to qualified institutional buyers under Rule
144A and outside the United States in compliance with Regulation S
under the Securities Act.

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


ALLIED WASTE: Files Proxy Statement re Preferred Stock Exchange
---------------------------------------------------------------
Allied Waste Industries, Inc. (NYSE: AW) has filed the definitive
proxy statement related to the previously announced agreement with
the holders of its $1 billion face amount 6-1/2% Series A Senior
Convertible Preferred Stock to exchange all of the outstanding
shares of Series A Convertible Preferred Stock for shares of
Allied Waste common stock.

The Company has scheduled a special meeting of shareholders for
December 18, 2003 to vote on the exchange.  Shareholders of record
as of November 3, 2003 will be entitled to vote on the exchange.
Assuming a favorable outcome, the Company expects the transaction
to close shortly thereafter.

Under the terms of the agreement, the holders will be restricted
from selling the shares of common stock they receive in the
transaction for one year subsequent to the closing.  The Company
expects to mail the proxy material on or about November 6, 2003 to
shareholders.

Additional information about the exchange is contained in a
definitive proxy filed with the Securities and Exchange
Commission.  Shareholders are urged to read this proxy statement
because it contains important information about the exchange.  A
free copy may be obtained at the Securities and Exchange
Commission's website at http://www.sec.govor from the Company.

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


ALLIS-CHALMERS: 85% of Shareholders Consent to Equity Deals
-----------------------------------------------------------
Notice is being given to stockholders of record of Allis-Chalmers
Corporation as of October 17, 2003 that a Written Consent in Lieu
of an Annual Meeting of Stockholders has been executed with an
effective date of November 25, 2003.

As explained in the Information Statement, holders of 85% of the
Company's common stock and 100% of the Company's Series A 10%
Cumulative Convertible Preferred Stock have executed the written
consent:

     (1) electing directors of the Company,

     (2) approving a reverse stock split,

     (3) approving an amendment to the terms of the Company's
         outstanding Series A 10% Cumulative Convertible Preferred
         Stock,

     (4) approving the Company's 2003 Incentive Stock Plan and

     (5) ratifying the reappointment of Gordon, Hughes & Banks,
         LLP as the Company's independent accountants for fiscal
         2003.

The Board of Directors believes it would not be in the best
interest of the Company and its stockholders to incur the costs of
holding an annual meeting or of soliciting proxies or consents
from additional stockholders in connection with these actions.
Based on the foregoing, the Board of Directors has determined not
to call an Annual Meeting of Stockholders, and none will be held
this year.

Stockholders of record of the Company's common stock and Series A
10% Cumulative Convertible Preferred Stock at the close of
business on October 17, 2003 have received the Notice of Consent
in Lieu of Annual Meeting of Stockholders.

Allis-Chalmers Corp.'s March 31, 2003 balance sheet shows that
its total current liabilities exceeded its total current assets
by about $12 million. The Company's total shareholders' equity
further dwindled to about $826,000 due to an accumulated deficit
of about $9 million.


AMERICA WEST: October Revenue Passenger Miles Slide-Up 2.4%
-----------------------------------------------------------
America West Airlines (NYSE: AWA) reported traffic statistics for
October 2003.

Revenue passenger miles (RPMs) were a record 1.8 billion, an
increase of 2.4 percent from October 2002. Capacity for October
2003 was 2.3 billion available seat miles (ASMs).  The passenger
load factor for the month of October was a record 77.8 percent, up
3.9 points from October 2002.

The airline reported a record year-to-date load factor of 76.8
percent, up 3.0 points from 2002.  Year-to-date RPMs were a record
17.8 billion, a 7.5 percent increase from 2002.  ASMs increased
3.3 percent for the current year to a record 23.2 billion.

"With our seventh consecutive month of record passenger loads and
continued strong unit revenue performance, we have further
confirmation that the time is right for America West to implement
growth plans and capitalize on growing consumer demand for low-
fare service," said Scott Kirby, executive vice president, sales
and marketing.  "A growing number of customers are realizing that
America West's service is right on par with the high-cost
carriers, but our business fares are a fraction of the price.
With our increased operations at our Las Vegas hub, which will
begin in early January 2004, and new nonstop, transcontinental
operations between Los Angeles and New York and Los Angeles and
Boston, which began last week, we look forward to bringing our low
fares to more customers across the country."

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
Mexico.


ARMOR HOLDINGS: Appoints Robert Schiller New Company President
--------------------------------------------------------------
Armor Holdings (NYSE: AH), a leading manufacturer of security
products and armored vehicles, named Robert R. Schiller as its
President, effective January 1, 2004.

The appointment of Mr. Schiller to President coincides with the
announcement by the Company that it has formed an Aerospace and
Defense Group effective with the completed of its acquisition of
Simula, Inc., which is expected to conclude in December 2003.  Mr.
Schiller has been with Armor Holdings since 1996.

The Company also announced the formation of the new Armor
Holdings, Inc. Aerospace & Defense Group, effective upon the
closing of the Company's previously announced acquisition of
Simula.  Mr. Robert F. Mecredy, Armor Holdings Inc. Corporate Vice
President for Government Affairs since 2001, has been named as AHI
Aerospace & Defense Group President.  Mr. Mecredy will be
responsible for Armor Holdings, Inc. U.S. military and government
business, comprising the company's military vehicle armoring at
its Mobile Security Division and all of the operations of Simula.
Prior to joining Armor Holdings, Mr. Mecredy served as President
and CEO of Firearms Training Systems, Inc. and Director of Army
and Marine Corps programs for Raytheon. Mr. Mecredy completed 21
years of military service in 1987 as Deputy Director of the Army
Staff, Congressional Affairs Officer, and White House Liaison
Officer.

"Our business is supporting Domestic and National Defense matters
with products that protect individuals through personal and
vehicle safety systems such as the Up-Armored Humvee," said Robert
Schiller, COO/CFO of Armor Holdings.  "The acquisition of Simula
expands our commitment to Defense and the new Aerospace & Defense
Group will consolidate our selling, program management, and
operational oversight to this extremely important business
segment."

Armor Holdings (S&P, BB Corporate Credit Rating, Stable), included
in FORBES magazine's list of "200 Best Small Companies" in 2002,
and a member of the S&P Smallcap 600 Index, is a leading
manufacturer of security products for law enforcement personnel
around the world through its Armor Holdings Products division and
is one of the world's largest and most experienced passenger
vehicle armoring manufacturers through its Mobile Security
division.  Armor Holdings Products manufactures and sells a broad
range of high quality branded law enforcement equipment.  Such
products include ballistic resistant vests and tactical armor,
less-lethal munitions, safety holsters, batons, anti-riot products
and a variety of crime scene related equipment, including narcotic
identification kits. Armor Holdings Mobile Security, through its
commercial business, armors a variety of vehicles, including
limousines, sedans, sport utility vehicles, and money transport
vehicles, to protect against varying degrees of ballistic and
blast threats.  Through its military program, it is the prime
contractor to the U.S. Military for the supply of armoring and
blast protection for High Mobility Multi-purpose Wheeled Vehicles,
commonly known as HMMWVs.


ARMOR HOLDINGS: Operating Results Improve in Third Quarter
----------------------------------------------------------
Armor Holdings, Inc. (NYSE: AH) announced revenues and earnings
for the three-months and nine-months ended September 30, 2003.

For the three-month period ended September 30, 2003, revenue from
continuing operations increased 12.8% to $90.9 million compared to
$80.6 million reported for the three-month period ended
September 30, 2002. Products Division revenue increased 3.5% to
$50.8 million for the three-month period ended September 30, 2003,
compared to $49.0 million reported in the same period last year.
Mobile Security Division revenue increased 27.2% to $40.1 million
for the three-month period ended September 30, 2003, compared to
$31.5 million reported in the same period last year.  Internal
revenue growth from continuing operations was 9.4% in total, 2.1%
for the Products Division and 20.4% for the Mobile Security
Division.

In the three-months ended September 30, 2003, the Company recorded
a net impairment charge of $1.3 million in discontinued operations
to maintain the carrying value of discontinued operations
(ArmorGroup) at $43.4 million, management's best estimate of its
disposal value.  The Company has also revalued intellectual
property utilized by its discontinued operations.  The revaluation
was necessary to comply with tax code provisions, and resulted in
incremental non-cash tax expense in the amount of $635,000 or
$0.02 per share, for the three and nine month periods ended
September 30, 2003.  The tax adjustment is recorded in continuing
operations as required by generally accepted accounting
principles, and resulted in utilization of foreign tax credits
previously recognized as a reduction of tax expense in a prior
year.

The Company's consolidated net income (loss) and diluted earnings
(loss) per share for the three-months ended September 30, 2003 and
2002, were $6.1 million, or $0.22 per share, and $(14.7) million,
or $(0.49) per share, respectively.  Integration and other non-
recurring charges for the period ended September 30, 2003
associated with acquisitions completed in the prior twelve months
decreased to $368,000 from $1.4 million in the comparable period
in the prior year.  Net income and diluted earnings per share from
continuing operations after integration and other non-recurring
charges were $6.1 million and $0.22 per share for the three-months
ended September 30, 2003, compared to $3.0 million and $0.10 per
share in the comparable period in the prior year. Net income and
diluted earnings per share from continuing operations before
integration and other non-recurring charges were $6.3 million and
$0.22 per share for the three-months ended September 30, 2003,
compared to $7.1 million and $0.24 per share for the comparable
period in 2002.

The Company generated cash flow from operations for continuing
operations in the three months ended September 30, 2003 of
approximately $20.2 million compared to $3.4 million in the same
period last year.

For the three-months ended September 30, 2003, net income (loss)
from discontinued operations was $6,000, or $0.00 per share
compared to a net loss from discontinued operations of ($17.7)
million, or ($0.60) per share for the three-months ended September
30, 2002.   In the three-months ended September 30, 2003, the
Company recorded an impairment charge of $1.3 million, as
discussed above to maintain the carrying value of our discontinued
operations at the same $43.4 million book value carried at
June 30, 2003.

"We are pleased with the performance exhibited by all of our
businesses during the third quarter," said Warren B. Kanders,
Chairman and Chief Executive Officer of Armor Holdings, Inc.  "We
are experiencing continued demand for our products with emphasis
on those products used by our military in the conflict in Iraq.
During the fourth quarter we expect to complete both the
disposition of our ArmorGroup Services business, as well as our
previously announced acquisition of Simula, Inc.  We also expect
that our strong balance sheet and operating performance will allow
us to continue to pursue acquisitions which we expect will further
our growth and strategic objectives."

For the nine-month period ended September 30, 2003, revenue from
continuing operations increased 14.1% to $253.0 million compared
to $221.8 million reported for the nine-month period ended
September 30, 2002.  Products Division revenue increased 10.0% to
$144.1 million for the nine-month period ended September 30, 2003,
compared to $131.0 million reported in the same period last year.
Mobile Security Division revenue increased 20.0% to $108.9 million
for the nine-month period ended September 30, 2003, compared to
$90.7 million reported in the same period last year.  Internal
revenue growth from continuing operations was 7.5% in total, 6.2%
for the Products Division and 9.3% for the Mobile Security
Division.

The Company's consolidated net income (loss) and diluted earnings
(loss) per share for the nine-months ended September 30, 2003 and
2002 were $15.8 million, or $0.56 per share, and ($4.7) million,
or ($0.15) per share, respectively. The nine-month results in the
period ended September 30, 2003, includes $4.6 million of
integration and other non-recurring charges (including a $3.3
million ($2.1 million non-cash) severance charge related to the
recent departure of the Company's former Chief Executive Officer)
compared to $4.5 million during the same period in 2002.  The
balance of the 2003 integration and other non-recurring charges of
$1.3 million relates to acquisitions completed in the prior twelve
months.  Net income and diluted earnings per share from continuing
operations after integration and other non-recurring charges were
$14.8 million and $0.52 per share for the nine-months ended
September 30, 2003, compared to $13.4 million and $0.43 per share
in the comparable period in the prior year.  Net income and
diluted earnings per share from continuing operations before
integration and other non-recurring charges were $17.7 million and
$0.62 per share for the nine-months ended September 30, 2003,
compared to $19.4 million and $0.62 per share for the comparable
period in 2002.

The Company generated cash flow from operations for continuing
operations in the nine-months ended September 30, 2003 of
approximately $32.9 million compared to $(472,000) in the same
period last year.  At September 30, 2003, the Company's continuing
operations business segments had cash balances of $154.8 million
and total long-term debt, including current portion, of $160.9
million compared to $10.8 million and $21.7 million, respectively,
reported at June 30, 2003.   As of September 30, 2003, the Company
had zero outstanding on its $60 million revolving line of credit
compared to $15 million at June 30, 2003.

For the nine-months ended September 30, 2003, net income (loss)
from discontinued operations was $983,000, or $0.04 per share
compared to a net loss from discontinued operations of ($18.0)
million, or ($0.58) per share for the nine-months ended September
30, 2002.  In the nine-months ended September 30, 2003, we
recorded an impairment charge of $1.3 million as previously
discussed to maintain the carrying value of our discontinued
operations at the same $43.4 million book value carried at
June 30, 2003.

Gross margins from continuing operations for the three and nine-
months ended September 30, 2003, were 31.8% and 30.3%,
respectively, compared to 30.5% and 31.2% in the comparable period
in 2002.  For the three and nine-months ended September 30, 2003,
gross margins in the Products Division were 36.1% and 34.5%,
compared to 36.7% and 37.5% reported in the same period last year.
The small decrease in third quarter Products Division gross
margins resulted primarily from a negative change in product mix
within our hard armor and less lethal businesses.  For the three
and nine-months ended September 30, 2003, gross margins in the
Mobile Security Division were 26.4% and 24.7%, compared to 21.0%
and 22.2% reported in the same period in the prior year. The
increase in the Mobile Security Division's gross margins was
primarily attributable to favorable manufacturing overhead cost
absorption relating to increased manufacturing volumes in our
Cincinnati manufacturing facility and operational efficiencies in
our Cincinnati manufacturing facility as that plant continues to
reduce its per vehicle labor and material costs.

For the three and nine-months ended September 30, 2003, the
Company's earnings before interest, taxes, depreciation and
amortization ("EBITDA") from continuing operations were $14.1
million and $32.2 million, compared to $11.6 million and $31.3
million in the comparable periods in 2002.  For the three and
nine-months ended September 30, 2003, the Company's EBITDA from
continuing operations before integration and non-recurring charges
were $14.5 million and $36.7 million, compared to $12.9 million
and $35.8 million, respectively, in the comparable periods in
2002.

"We continue to improve our business performance with an emphasis
on internal growth, operating margins and free cash flow
generation," said Robert R. Schiller, Chief Operating Officer and
Chief Financial Officer.  "During the third quarter, we
successfully completed the issuance of $150 million of 8.25%
Senior Subordinated Notes due in 2013, as well as the
corresponding interest rate swap, lowering our effective interest
rate to six-month Libor set in arrears plus a spread ranging from
2.735% to 2.75%.  This capital will enable us to complete our
announced purchase of Simula, Inc. and provide capital to continue
our strategy of growth through acquisition.  Looking forward, we
expect fourth quarter revenue to be approximately $100 million,
excluding Simula, with net income from continuing operations
before integration and non-recurring charges to be between $0.28
and $0.30 per share."

Armor Holdings (S&P, BB Corporate Credit Rating, Stable), included
in FORBES magazine's list of "200 Best Small Companies" in 2002,
and a member of the S&P Smallcap 600 Index, is a leading
manufacturer of security products for law enforcement personnel
around the world through its Armor Holdings Products division and
is one of the world's largest and most experienced passenger
vehicle armoring manufacturers through its Mobile Security
division.  Armor Holdings Products manufactures and sells a broad
range of high quality branded law enforcement equipment.  Such
products include ballistic resistant vests and tactical armor,
less-lethal munitions, safety holsters, batons, anti-riot products
and a variety of crime scene related equipment, including narcotic
identification kits. Armor Holdings Mobile Security, through its
commercial business, armors a variety of vehicles, including
limousines, sedans, sport utility vehicles, and money transport
vehicles, to protect against varying degrees of ballistic and
blast threats.  Through its military program, it is the prime
contractor to the U.S. Military for the supply of armoring and
blast protection for High Mobility Multi-purpose Wheeled Vehicles,
commonly known as HMMWVs.


ASBURY AUTOMOTIVE: Panel Says Obligations to Kendrick Satisfied
---------------------------------------------------------------
Asbury Automotive Group, Inc. (NYSE: ABG), one of the largest
automotive retail and service companies in the U.S., announced
that a decision has been rendered in a private arbitration
proceeding relating to amounts claimed by the Estate of Brian E.
Kendrick.

Mr. Kendrick, the Company's former Chief Executive Officer, died
in October 2001.  The arbitration panel unanimously concluded that
the Company had fully satisfied its obligations under Mr.
Kendrick's Employment Agreement when it tendered the 2001 bonus
payment of $525,000 and 17,876 shares of stock in early 2002, and
no further amounts are due the Estate. The Estate had sought
damages in excess of $30 million in connection with alleged oral
agreements and oral amendments to Mr. Kendrick's written
employment agreement.

The payment has been previously reserved for this purpose, and
accordingly will not have an impact on Asbury's reported financial
results.

Asbury Automotive Group, Inc. (S&P, BB- Corporate Credit Rating,
Stable), headquartered in Stamford, Connecticut, is one of the
largest automobile retailers in the U.S., with 2002 revenues of
$4.5 billion.  Built through a combination of organic growth and a
series of strategic acquisitions, Asbury now operates through nine
geographically concentrated, individually branded "platforms."
These platforms currently operate 95 retail auto stores,
encompassing 138 franchises for the sale and servicing of 35
different brands of American, European and Asian automobiles.
Asbury believes that its product mix includes one of the highest
proportions of luxury and mid-line import brands among leading
public U.S. automotive retailers.  The Company offers customers an
extensive range of automotive products and services, including new
and used vehicle sales and related financing and insurance,
vehicle maintenance and repair services, replacement parts and
service contracts.


ATLANTA URBAN: S&P Junks $7-Million Housing Revenue Bond Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Atlanta
Urban Residential Finance Authority's, Georgia's $7 million
multifamily housing revenue bonds (Cascade Pines Affordable
Housing project) series 1995 to 'CCC' from 'B'. The outlook is
negative.

The trustee for this issue has informed Standard & Poor's that
funds from the debt service reserve fund were used to compensate
for deficiencies in revenues to pay the Sept. 1, 2003, debt
service payments on the series 1995 bonds. Approximately $180,000
was drawn from the debt service reserve fund. Approximately
$412,000 is still available in the debt service reserve fund. It
is unclear at this time if further funds will be necessary to
compensate for deficiencies in project income for the next
principal and interest payment. The transaction was originally
underwritten to perform at 1.41x debt service coverage. The issue
has performed below underwritten levels over the past four fiscal
years, and according to the issuer, continues to underperform year
to date. Unaudited year-end 2002 financial statements provided by
the issuer, indicate that the debt service coverage was .53x
maximum annual debt service. Year-to-date unaudited August 2003
financial statements indicate that the issue continues to perform
well below 1.00x MADS.

Standard & Poor's is in the process of obtaining further
information from the issuer, owner and trustee, to further
ascertain the financial condition of this issue, and will review
the transaction upon receipt of this information.


AZTEC CRANE: Trustee Employs Adair & Myers as Special Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas gave
its stamp of approval to the application of the Chapter 11 Trustee
of Aztec Crane Corporation's estate to employ Adair & Myers, PLLC
as his Special Counsel.

Randy W. Williams, the Chapter 11 Trustee overseeing Aztec'
Crain's restructuring, expects Adair & Myers' services to include:

  a) negotiating and drafting pleading and agreements regarding
     preservation of assets of the Estate and obtaining Court
     approval;

  b) negotiating and drafting pleadings and agreements for the
     sale of other disposition of assets of the Estate and
     obtaining Court approval;

  c) pursuing cause of action against the Debtors' insiders and
     third parties;

  d) assisting with defense of Motion for Relief from Automatic
     Stay; and

  e) assisting with the evaluation of the nature, extent and
     validity of liens on property of the Estate.

The professionals who will primarily offer their services in
connection with this engagement are:

       Thomas W. Graves     Partner    $250 per hour
       Lewis W. Jost        Associate  $205 per hour
       Marc Douglas Myers   Associate  $205 per hour

Headquartered in Houston, Texas, Aztec Crane Corporation provides
crane service for North-Central Texas.  The Company filed for
chapter 11 protection on September 9, 2003 together with Tavaero
Jet Center Inc. (Bankr. S.D. Tex. Case No. 03-42844). Aaron
Keiter, Esq., at Strother Keiter & Mulder, P.C., represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed assets of more than
$14 million and debts of over $1 million.


BROCADE COMMS: Will Publish Q4 and FY 2003 Results on Nov. 20
-------------------------------------------------------------
Brocade Communications Systems, Inc. (Nasdaq: BRCD), the world's
leading provider of infrastructure for Storage Area Networks, will
announce its fourth quarter and fiscal year 2003 financial results
after the close of the market on Thursday, November 20, 2003.

Financial results will be released over PR Newswire and First Call
after the close of the market on Thursday, November 20, 2003.
Following the press release, Brocade will host a conference call
at 2:00 p.m. PT (5:00 p.m. ET). The call is being webcast live
via the Internet at http://www.brocade.com/investors A replay of
the conference call will be available via webcast for twelve
months at http://www.brocade.com/investors

Brocade (S&P, B+ Corporate Credit and B- Subordinated Debt
Ratings, Stable Outlook) offers the industry's leading intelligent
platform for networking storage. The world's leading systems,
applications, and storage vendors have selected Brocade to provide
a networking foundation for their SAN solutions. The Brocade
SilkWorm(R) family of fabric switches and software is designed
to optimize data availability and storage and server resources
in the enterprise. Using Brocade solutions, companies can
simplify the implementation of storage area networks, reduce the
total cost of ownership of data storage environments, and
improve network and application efficiency. For more
information, visit the Brocade Web site at
http://www.brocade.com


BUDGET: Committee Gets Nod to Hire InteCap as Valuation Expert
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of the Budget Group
Debtors obtained permission from the Court, pursuant to Sections
327(a), 328(a) and 1103 of the Bankruptcy Code and Rule 2014 of
the Federal Rules of Bankruptcy Procedure, to retain Scott D.
Phillips of InteCap, Inc. as its valuation expert, nunc pro tunc
as of September 8, 2003.

The Committee retains Mr. Phillips and InteCap in connection with
the litigation between Budget Rent-A-Car Corporation of America
and Budget Rent-A-Car International, Inc. The retention relates to
the representation of BRACC creditors alone, not BRACII.  As
valuation experts, Mr. Phillips and InteCap will provide certain
independent professional consulting services including, without
limitation, providing valuation of estate assets and providing
expert testimony at trial, if necessary.

Mr. Phillips is InteCap's managing director.

InteCap is an international consulting firm with its principal
office located at 101 N. Wacker Drive, Suite 1600 in Chicago,
Illinois.  InteCap employs 200 consulting professionals in nine
offices around the world.  InteCap provides a broad range of
corporate consulting services to its clients, including, without
limitation, services pertaining to economic, valuation, and
strategy issues related to intellectual property and complex
commercial disputes.  InteCap and its senior professionals have
extensive experience in the valuation of intellectual property
rights.

Mr. Phillips is the head of InteCap's national trademark practice
and one of the foremost experts in his field.  His expertise in
transactional, tax, litigation, strategy and financial reporting
matters involving trademarks, patents, trade secrets, and
copyrights has been provided to a wide array of clients,
including Fortune 500 companies.

InteCap will be compensated on a monthly basis for hourly
professional fees incurred.  InteCap will also be reimbursed for
all reasonable out-of-pocket expenses.

InteCap's professional fees will be based on these hourly rates:

            Managing Directors          $395 - 545
            Directors                    250 - 345
            Associates                   190 - 235
            Analysts                     125 - 175

The Debtors will indemnify and hold InteCap, its officers,
employees, agents and affiliates, harmless for all claims,
liabilities, demands and causes of action that arise from their
involvement with providing expert services, except to the extent
that the claims, liabilities, demands and causes of action
resulted from willful misconduct. (Budget Group Bankruptcy News,
Issue No. 28; Bankruptcy Creditors' Service, Inc., 609/392-0900)


CAPITOL COMMUNITIES: Name Changed to Capitol First Corporation
--------------------------------------------------------------
Capitol First Corporation (OTC Bulletin Board: CPCY) has completed
a change in its name from Capitol Communities Corporation, as well
as the formation of two new wholly owned subsidiaries through
which it will hold and conduct its respective business operations.

The Company has been advised that as a result of the name change,
its OTC Bulletin Board stock-trading symbol will be changed to
"CFRC," effective on Wednesday, November 5, 2003.

Capitol Development, Inc. was formed as a wholly owned subsidiary
of the Company in order to administer Capitol First's future real
estate development activities.  The new subsidiary will focus on
developing relationships with Preferred Development Partners,
qualified developers with whom the Company may enter into joint
ventures. Capital Development also intends to acquire and develop
its own projects.

Interfund Mortgage Corp. was formed as a wholly owned subsidiary
of the Company in order to administer Capitol First's future
efforts in the real estate funding area.  Working in partnership
with Capitol Development, Interfund plans to maximize the
opportunities provided by Capitol Development's PDP relationships
by offering construction/development financing.

Interfund also intends to initiate a high-yield secured lending
program by offering high-interest financing generally not financed
by traditional lending institutions due to various factors such as
time constraints, borrower credit issues, higher than normal loan-
to-value ratios or situations requiring additional and/or cross
collateral.  Management intends to conduct due diligence on all
lending in order to determine that the underlying collateral has
enough value to warrant the loan.

"With our name change complete and a new corporate structure in
place, and initial funding in the amount of $3 million secured, we
are beginning to move forward more aggressively with the
implementation of several key initiatives contained in our
strategic plan," said Ashley Bloom, Capitol First's Vice President
and Treasurer.  "We have already identified several land
acquisition opportunities and anticipate acquiring one or more
properties within the next quarter.  In addition, we have begun to
target opportunities that offer the potential for both positive
cash flow and the ability to participate in the projects, either
by joint venturing or high-yield lending."

Capitol First Corporation is a real estate development and finance
company, which, through a wholly owned subsidiary, currently has
residential and commercial land holdings in the master planned
community of Maumelle, Arkansas.  The Company is currently seeking
to expand its transaction base, focusing primarily on real estate,
funding and related business opportunities in high-growth markets.

                         *     *     *

                      Financial Condition

In its most recent Form 10-QSB filing, Capitol Communities
reported:

"The Company needs to cure its current illiquidity in order to
diversify its portfolio, acquire new business opportunities and
generate revenues.  Accordingly, the Company is in the process
of liquidating all or portions of the Maumelle Property and raise
sufficient capital to commence meaningful operations.  There can
be no assurance, however, that the Company will be able to sell
portions and/or all of the Maumelle Property for a fair market
value or at all, or raise sufficient capital in order to
implement its growth strategy.

"At March 31, 2003, the Company had total assets of $10,250,603 an
increase of $3,278,242 or 47% as compared to total assets of
$6,972,179, as of the Company's fiscal year ended September 30,
2002. The Company had cash of $497,492 as of March 31, 2003
compared to $16,981 at September 30, 2002.  The increase of assets
was primarily due to the purchase of the Company's membership
interest in TradeArk Properties, LLC.

"The current portion of notes receivable increased to $1,000,000
on March 31, 2003 from $500,000 on September 30, 2002. The
increase was primarily a result of a $1,000,000 note becoming
current, and a $500,000 note paid by West Maumelle, L.P.

"Total liabilities of the Company at March 31, 2003 were
$7,757,591, an increase of $3,466,584 from the September 30, 2002
total of $4,291,007.  The current liability for notes payable
increased by $3,466,584 during the six months, from $2,029,168 to
$3,470,158.

"Long term debt increased to $1,601,074, as of March 31, 2003 from
$1,216,000, as of September 30, 2002, an increase of $385,074.40.

"Shareholders' Equity decreased by $188,160 to $2,493,012 from
$2,681,172 for the period ended  September 30, 2002.  The
decreased was primarily the result of a reclassification of the
notes receivables by an officer and controlling shareholder of the
Company, for an offset of accrued expenses, the settlement of
certain notes for equity, the year to date loss and a
reclassification of $261,000 offsetting debt for Preferred Stock,
Series A."


CATELLUS DEV'T: Reports Slight Growth for Third-Quarter 2003
------------------------------------------------------------
Catellus Development Corporation (NYSE: CDX) reported earnings per
share for the third quarter of 2003 of $0.23, compared to $0.16
for the same period in 2002. EPS for the nine months ended
September 30, 2003, was $0.70, compared to $0.89 for the same
period in 2002.

Net income for the third quarter of 2003 was $20.9 million,
compared to $14.7 million for the same period in 2002.  Net income
for the nine months ended September 30, 2003, was $63.6 million,
compared to $79.8 million for the same period in 2002.

The increase in net income for the third quarter of 2003 is
attributed to, in part, the growth of the rental portfolio and the
timing of sales activity, which was accelerated to the first half
of 2002 and disproportionately weighted toward the second half of
2003.

"Sales activity picked up significantly in the third quarter and
is expected to be strong through year-end," said Nelson C. Rising,
chairman and CEO of Catellus.  "Our guidance for 2003 has not
changed."

"We are very pleased with the performance of our growing rental
portfolio. The occupancy rate is over 95 percent, and net
operating income is up 11.1 percent for the first three quarters
of the year," added Mr. Rising. "With the pending REIT conversion,
we have made excellent progress toward our goal of restructuring
our businesses to operate more efficiently and better position
ourselves to operate as a REIT focused on industrial property."

                        REIT Conversion

    --  As previously announced, Catellus stockholders approved
        the company's conversion to a real estate investment
        trust, or REIT, at the company's annual meeting of
        stockholders held on September 26, 2003.

    --  It was also previously announced, on October 8, 2003, that
        Catellus' Board of Directors declared a distribution of
        accumulated earnings and profits of $3.83 per share, or
        approximately $350 million, in connection with its
        decision to elect REIT status.  The special dividend is
        payable December 18, 2003, to stockholders of record at
        the close of business November 4, 2003.

    --  On November 7, 2003, election materials and forms will be
        sent to stockholders of record as of close of business
        November 4, 2003. Stockholders will have three options for
        how they wish to receive the E&P distribution: all stock,
        all cash, or 20 percent cash and 80 percent stock.

    --  The total cash distribution will be limited to $100
        million.  If more than $100 million in cash were to be
        elected, only those stockholders electing all cash would
        have the cash portion of their distribution reduced on a
        pro rata basis, with the remainder paid in stock.

    --  The paying agent must receive the completed election forms
        by December 1, 2003.  Information about returning the
        completed election forms to the appropriate entity will be
        provided in the packet of election materials.

    --  The trading price of the stock used to determine how many
        shares will be issued to those stockholders receiving
        stock will be based on the average closing price for the
        five trading days from December 2, 2003, through
        December 8, 2003.

    --  Payment of cash and stock will be made December 18, 2003.
        The stock received as part of the E&P distribution will
        not be entitled to the regular third quarter dividend.

    --  The stock dividend from the E&P distribution will affect
        per share calculations.  For example, assuming that the
        $100 million cash limit is paid out, and that the average
        closing price of the stock from December 2 through
        December 8 is $22.36 (closing price on November 3, 2003),
        the company will issue approximately 11.2 million shares
        of stock on December 18, 2003, to stockholders of record
        at the close of business on November 4, 2003.  Although
        having no effect on our aggregate earnings, Funds From
        Operations, or the indicated dividend amount, the effect
        of the share issuance will be made retroactively and
        result in our earnings per share, FFO per share, and
        dividend per share being adjusted downward by the amount
        of the stock dividend, or approximately 11 percent.

                        Rental Portfolio

    --  For the third quarter of 2003, net operating income
        from the rental portfolio, including equity in earnings of
        operating joint ventures, increased 7.8 percent to $52.8
        million, from $49.0 million for the same period in 2002.
        For the nine months ended September 30, 2003, NOI from the
        rental portfolio, including equity in earnings of
        operating joint ventures, increased 11.1 percent to $166.8
        million, from $150.2 million for the same period in 2002.

    --  At September 30, 2003, the rental portfolio totaled 38.2
        million square feet.  The net increase of approximately
        800,000 square feet from June 30, 2003, is due to the
        completion of two development properties.

    --  The two distribution warehouse facilities totaling
        approximately 800,000 square feet that were completed and
        added to the rental portfolio during the third quarter of
        2003 include a 578,000 square foot build-to-suit in San
        Bernardino County, California, and a 223,000 square foot
        build-to-suit in Shawnee, Kansas.  The two buildings are
        100 percent leased and represent a total investment of
        $28.7 million with a projected return on cost of 10.4
        percent.

    --  At September 30, 2003, the rental portfolio's occupancy
        was 95.3 percent, compared to 94.4 percent at June 30,
        2003, and 94.5 percent at year-end 2002.

              Development and Investment Activity

    --  At September 30, 2003, total construction in progress was
        3.4 million square feet, of which 2.4 million square feet
        will be added to Catellus' rental portfolio upon
        completion; 300,000 square feet is build-to-suit-for-sale;
        and approximately 695,000 square feet will be owned in
        joint ventures.

    --  For the 2.4 million square feet under construction that
        will be added to Catellus' rental portfolio upon
        completion, the projected total cost of development is
        $83.1 million.  These buildings are 70 percent preleased,
        and when fully leased, they are projected to yield a
        return on cost of 9.8 percent.

    --  During the quarter, the company announced the successful
        re-entitlement of a portion of Pacific Commons, a business
        park located in Silicon Valley, from office and hotel to
        retail.  Concurrently, two ground leases for land that can
        accommodate 260,000 square feet of retail space were
        announced.  Subsequent to that announcement, the company
        executed a third ground lease with Costco for land that
        will support retail space and a garden center totaling
        157,000 square feet.

    --  During the quarter, a 187,000 square foot retail property
        was completed in joint venture and leased to Wal-Mart at
        Traer Creek in Avon, Colorado.  Subsequently, Catellus
        sold its interest in this joint venture to its partner.

    --  During the quarter, Catellus completed the sale of Vista
        Range, a residential-community development in Denver,
        Colorado, entitled for 2,149 homes.

                           Dividend

    --  The Board of Directors declared Catellus' first regular
        quarterly cash dividend at its Board meeting on October 8,
        2003, for the quarter ended September 30, 2003, of $0.30
        per common share payable on November 25, 2003, to
        stockholders of record as of close of business on
        November 4, 2003.

                   Supplemental Reporting Measure

    --  As part of Catellus' REIT conversion, the company provides
        a supplemental performance measure of Funds From
        Operations, as defined by the National Association of Real
        Estate Investment Trusts, which Catellus believes provides
        a useful measure, along with GAAP net income, of its
        operating performance.

    --  Additionally, the company provides FFO in two segments:
        Core and Urban/Residential/Other.  The first segment, or
        Core Segment, reflects the focal part of Catellus'
        business that it expects will be ongoing and central to
        its future operations.

    --  The second segment, or Urban/Residential/Other Segment,
        reflects the company's urban and residential businesses,
        including residential lot development, urban development,
        and desert land sales, which the company fully intends to
        transition out of over time.  This segment also includes
        REIT conversion costs, including third party costs, net
        tax liability reversals due to the REIT conversion, and
        the effects of the stock option exchange.

    --  Core Segment FFO is consistent with what the company has
        given historically for FFO guidance and is consistent with
        what the company referred to as "Modified FFO" at quarter
        ended June 30, 2003.

    --  Both segments will be fully disclosed in the footnotes to
        the financial statements for year-end 2003.  Prior to the
        effective date of the REIT conversion, scheduled for
        January 1, 2004, the company will present FFO adjusted for
        hypothetical tax savings as if the company had operated
        and been taxed as a REIT.

    --  FFO, including both segments as defined above, for the
        third quarter of 2003 was $45.2 million compared to $35.2
        million for the same period last year, and for the first
        nine months of 2003 and 2002 was $131.5 million and
        $133.4 million, respectively.

    --  Core Segment FFO for the third quarter of 2003 was $32.7
        million, compared to $29.3 million for the same period in
        2002.  On a per share basis, Core Segment FFO for the
        third quarter of 2003 was $0.35, compared to $0.33 for the
        same period in 2002.  Core Segment FFO for the nine months
        ended September 30, 2003, was $109.6 million, compared
        to $102.8 million for the same period in 2002.  On a per
        share basis, Core Segment FFO for the period ended
        September 30, 2003, was $1.20, compared to $1.15 for the
        same period in 2002.

Catellus Development Corporation (S&P, BB Corporate Credit Rating,
Positive) is a publicly traded real estate development company
that owns and operates approximately 38.2 million square feet of
predominantly industrial property in many of the country's major
distribution centers and transportation corridors.  The company's
principal objective is sustainable, long-term growth in earnings,
which it seeks to achieve by applying its strategic resources:  a
lower-risk/higher-return rental portfolio, a focus on expanding
that portfolio through development, and the deployment of its
proven land development skills to select opportunities where it
can generate profits to recycle back into its business.  More
information on the company is available at http://www.catellus.com


CENTRAL UTILITIES: Signs-Up Creel Sussman as Bankruptcy Counsel
---------------------------------------------------------------
Central Utilities Production Corp., sought and obtained approval
from the U.S. Bankruptcy Court for the Eastern District of Texas
to retain and employ Creel, Sussman & Moore, LLP as counsel in
this proceeding.

Creel Sussman is an experienced bankruptcy law firm in Dallas,
Texas.  The Company tells the Court that they require an
experienced bankruptcy counsel for the administration of this
chapter 11 case and the formulation of plan of reorganization to
be accepted by its creditors.

In this regard, Creel Sussman will be engaged to assist the Debtor
in compliance with 11 U.S.C. and assist in the formulation,
confirmation and consummation of a plan of reorganization and any
and all related litigation.

The Creel Sussman professionals working on this engagement are:

     L.E. Cree, III             $450 per hour
     Weldon L. Moore            $275 per hour
     Paralegal/Legal Assistant  $50 per hour

Headquartered in Carrollton, Texas, Central Utilities Production
Corp., an oil and gas exploration and production, filed for
chapter 11 protection on August 29, 2003 (Bankr. E.D. Tex. Case
No. 03-44067).  William Tranthom, Esq., represent the Debtor in
its restructuring efforts.  When the Company filed for protection
from its creditors, it listed $74,000,000 in total assets and
$3,000,000 in total debts.


CENTURY CONTROLS: Callahan Johnston Resigns as Ind. Accountants
---------------------------------------------------------------
On October 27, 2003, Century Controls International, Inc. received
a letter of resignation dated October 22, 2003, from its
independent public accountants, Callahan, Johnston & Associates,
LLC.

Callahan performed audits of the Company's financial statements
for the years ended February  28, 2003 and 2002.  Their audit
reports for each of the years ended February 28, 2003 and 2002
were modified as to the uncertainty of the Company's ability to
continue as a going concern.

The Company's Board of Directors has yet to select new independent
public Accountants for the Company.


CHARTER COMMS: S&P Rates Unit's $500-Mil. Sr. Debt at CCC-
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC-' rating to
the $500 million senior unsecured notes due 2013 of CCO Holdings
LLC, an indirect, wholly owned subsidiary of cable TV system
operator Charter Communications Inc. (CCC+/Developing/--).

Proceeds from the notes, which will be issued under Rule 144A with
registration rights, will be used to repay a portion of
indebtedness under the four secured credit facilities of Charter's
subsidiaries. All outstanding ratings on Charter were affirmed.
The outlook is developing.

Although the proposed CCO notes are structurally senior to the
'CCC-' rated debt of Charter Communications Holdings LLC and CCH
II LLC, the substantial amount of priority obligations, largely in
the form of secured bank debt structurally ahead of the new CCO
notes, constrains the rating on these notes to two notches below
the 'CCC+' corporate credit rating.

The new notes extend Charter's debt maturities and increase bank
borrowing availability to $1.2 billion, from $735 million as of
Sept. 30, 2003. This liquidity, together with roughly $90 million
in proceeds from the Oct. 1, 2003, sale of a cable system in Port
Orchard, Washington and about $765 million in asset sale proceeds
expected in 2004, put Charter in a better position to repay $618
million and $156 million of convertible debt maturing in 2005 and
2006, respectively.

"Ratings on Charter continue to reflect high financial risk from
elevated leverage due to acquisition- and capital spending-related
debt, tightening bank covenants, and rising bank debt
amortization," said Standard & Poor's credit analyst Eric Geil.
The company also faces considerable operating challenges from weak
video subscriber trends, limited ability to raise prices in the
face of intense competition from satellite TV providers, and
pressure from rising programming costs. Furthermore, Charter is
the subject of an SEC investigation into its accounting practices.
These factors are partly tempered by a good business risk profile
from the company's position as the dominant provider of pay TV
services in its markets, respectable EBITDA margins, strong growth
in high-speed data services, opportunities for increased cash flow
from digital video services, scale benefits from a large
subscriber base totaling roughly 6.5 million, and system asset
values.

As of Sept. 30, 2003, Charter's liquidity was modest, consisting
of roughly $135 million cash and $1.2 billion available from
various credit facilities as limited by financial covenants (pro
forma for the $500 million bank debt repayment from the CCO
notes). These covenants tighten in subsequent quarters and could
reduce the company's borrowing availability, depending on
operating performance. Holdings was not in compliance with the
8.75x debt to EBITDA debt incurrence test of its public bonds as
of Sept. 30, 2003, and is restricted in its ability to distribute
cash upward for servicing the convertible debt. However, Charter
Communications Holding Co. LLC, the direct parent of Holdings, had
$39 million cash and was owed $37 million in intercompany loans as
of Sept. 30, 2003, compared with roughly $43 million in annual
interest payments required by the convertible notes. Holdings also
has the ability to upstream additional cash under public bond
restricted payment carve-outs.


CLEARING SERVICES: E.D. Mo. Court Fixes SIPA Claims Bar Date
------------------------------------------------------------
On September 8, 2003, the Honorable Catherine D. Perry of the U.S.
Bankruptcy Court for the Eastern District of Missouri granted
protection afforded by the Securities Investor Protection Act to
the creditors of Clearing Services of America, Inc.

Thomas K. Vandiver was appointed Trustee for the Liquidation of
the brokerage house's business, and the law firm of Sonnenschein
Nath & Rosenthal LLP, was appointed to serve as Counsel for the
Trustee.

SIPA Claims must be received by the Trustee within sixty days
after October 17, 2003.  All claims must be filed with the
Trustee, at:

        Thomas K. Vandiver, as Trustee for the Liquidation
         of Clearing Service of America
        PO Box 753
        Midtown Station
        New York, NY 10018


CONEXANT: S&P Affirms B Rating & Notes Improved Performance
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Conexant Systems Inc. and revised its outlook on
the company to stable from negative, recognizing Conxant's
improving operating performance following a series of business
realignments in recent quarters and benefits anticipated from
a pending merger with GlobespanVirata Inc.

Newport Beach, California-based Conexant has $582 million of debt
outstanding. Conexant supplies semiconductors for cable modems,
digital subscriber lines and set-top boxes.

"Conexant's pending merger with Red Bank, New Jersey-based
GlobespanVirata Inc., expected by the end of the first quarter of
2004, should provide improved liquidity compared to Conexant's
current levels and should contribute to profitability by the end
of that year," said Standard & Poor's credit analyst Bruce Hyman.

GlobespanVirata is a major supplier of wireline and wireless
communications semiconductors for digital subscriber-line
telephony and for home networking.

The two companies are well-positioned in the broadband
communications sector, and the merged company should benefit from
cross-selling of their product lines and elimination of some
duplicate R&D projects, although there are some revenue risks
because of a moderate degree of equivalent devices in the two
companies' product lines. Pricing pressures are quite high, and
market conditions are expected to remain aggressive. In addition
to the integration challenges of the pending merger,
GlobespanVirata made a substantial acquisition in August 2003 that
is still being integrated.


CONSTELLATION BRANDS: Reaffirms 3rd Quarter & Full Year Guidance
----------------------------------------------------------------
Constellation Brands, Inc. (NYSE: STZ), a leading international
producer and marketer of beverage alcohol brands, reaffirmed its
guidance for diluted earnings per share both on a comparable basis
and a reported (GAAP) basis for the third quarter ending November
30, 2003 and fiscal year ending February 29, 2004.

The Company expects additional imported beer sales ahead of the
recently announced Mexican price increase to benefit modestly
earnings per share in its third quarter ending November 30, 2003.
Notwithstanding the benefit to the third quarter from additional
imported beer sales, the Company has maintained its EPS guidance
which takes into account the potential impact on shipments caused
by California retail strikes and fires. The impact of the beer
price increase on the fourth quarter ending February 29, 2004 is
expected to be neutral to EPS, with additional sales in the early
part of the quarter, offset by initial re-balancing of inventories
toward the end of the quarter. Finally, it is anticipated that the
benefit to Constellation's full year EPS ending February 29, 2004
from additional imported beer sales ahead of the price increase
will be offset by further re-balancing of inventories in the early
part of fiscal year 2005. The Company will be informing its
distributors on the timing and the amount of the price increase
towards late November.

Constellation Brands, Inc. (S&P, BB Corporate Credit and Senior
Unsecured Debt Ratings) is a leading international producer and
marketer of beverage alcohol brands, with a broad portfolio across
the wine, spirits and imported beer categories.  The Company is
the largest multi-category supplier of beverage alcohol in the
United States; a leading producer and exporter of wine from
Australia and New Zealand; and both a major producer and
independent drinks wholesaler in the United Kingdom.  Well-known
brands in Constellation's portfolio include: Corona Extra,
Pacifico, St. Pauli Girl, Black Velvet, Fleischmann's, Mr. Boston,
Estancia, Simi, Ravenswood, Blackstone, Banrock Station, Hardys,
Nobilo, Alice White, Vendange, Almaden, Arbor Mist, Stowells and
Blackthorn.


CRESCENT REAL ESTATE: Third-Quarter Results Sink into Red Ink
-------------------------------------------------------------
Crescent Real Estate Equities Company (NYSE:CEI) announced results
for the third quarter 2003.

Funds from operations available to common shareholders before
impairments related to real estate assets for the three months
ended September 30, 2003 were $43.5 million, or $0.37 per share
and equivalent unit (diluted). FFO for the nine months ended
September 30, 2003 was $121.3 million or $1.04 per share and
equivalent unit (diluted). These compare to FFO of $50.0 million
or $0.43 per share and equivalent unit (diluted), for the three
months ended September 30, 2002 and $167.3 million or $1.42 per
share and equivalent unit (diluted) for the nine months ended
September 30, 2002. Funds from operations is a supplemental non-
GAAP financial measurement used in the real estate industry to
measure and compare the operating performance of real estate
companies, although these companies may calculate funds from
operations in different ways. A reconciliation of our FFO before
and after impairments related to real estate assets to GAAP net
income for the Company is included in the financial statements
accompanying this press release.

Net loss to common shareholders for the three months ended
September 30, 2003 was $3.3 million, or $0.03 per share (diluted).
Net loss to common shareholders for the nine months ended
September 30, 2003 was $28.7 million or $0.29 per share (diluted).
This compares to net income available to common shareholders of
$21.2 million or $0.20 per share (diluted), for the three months
ended September 30, 2002 and $38.5 million or $0.37 per share
(diluted), for the nine months ended September 30, 2002.

According to John C. Goff, Chief Executive Officer, "Our third
quarter FFO of $.37 per share was above our expected range of $.30
to $.32 per share. Included in our expected range was an $.08 per
share gain from the sale of a commercial land parcel in downtown
Houston which, as you'll recall, was delayed from the second
quarter. In addition, we generated $.03 per share of lease
termination fees, which are above our typical quarterly amount,
and we recognized a $.02 per share gain from the sale of a
commercial land parcel in Houston's Greenway Plaza, which we
expected to occur in the fourth quarter.

"While overall economic news is increasingly positive, job growth
continues to be muted. Consequently, we remain cautious about the
timing of a recovery in our office business. From today's vantage
point, we see improvements in occupancy in late 2004 when job
growth is expected to return."

On October 15, 2003, Crescent announced that its Board of Trust
Managers had declared cash dividends of $.375 per share for
Common, $.421875 per share for Series A Convertible Preferred, and
$.59375 per share for Series B Redeemable Preferred. The dividends
are payable November 15, 2003, to shareholders of record on
October 31, 2003.

                    BUSINESS SECTOR REVIEW

            Office Sector (66% of Gross Book Value
        of Real Estate Assets as of September 30, 2003)

Operating Results

Office property same-store net operating income declined 14.4% for
the three months ended September 30, 2003 over the same period in
2002. Average occupancy for these properties for the three months
ended September 30, 2003 was 84.2% compared to 89.6% for the same
period in 2002. As of September 30, 2003, the overall office
portfolio's leased occupancy was 86.2%, and its economic occupancy
was 84.4%. During the three months ended September 30, 2003 and
2002, Crescent received $5.3 million and $3.0 million,
respectively, of lease termination fees. Crescent's policy is to
exclude lease termination fees from its same-store NOI
calculation.

Office property same-store net operating income declined 12.5% for
the nine months ended September 30, 2003 over the same period in
2002. Average occupancy for these properties for the nine months
ended September 30, 2003 was 84.7% compared to 90.0% for the same
period in 2002. During the nine months ended September 30, 2003
and 2002, Crescent received $8.3 million and $4.8 million,
respectively, of lease termination fees.

The Company leased 1.7 million net rentable square feet during the
three months ended September 30, 2003, of which 1.3 million square
feet were renewed or re-leased. The weighted average full service
rental rate (which includes expense reimbursements) decreased
12.2% from the expiring rates for the leases of the renewed or re-
leased space. All of these leases have commenced or will commence
within the next twelve months. Tenant improvements related to
these leases were $1.90 per square foot per year and leasing costs
were $1.06 per square foot per year.

The Company leased 4.0 million net rentable square feet during the
nine months ended September 30, 2003, of which 2.4 million square
feet were renewed or re-leased. The weighted average full service
rental rate (which includes expense reimbursements) decreased
12.2% from the expiring rates for the leases of the renewed or re-
leased space. All of these leases have commenced or will commence
within the next twelve months. Tenant improvements related to
these leases were $1.83 per square foot per year and leasing costs
were $1.03 per square foot per year.

Denny Alberts, President and Chief Operating Officer, commented,
"As expected, in the third quarter our total office economic
occupancy declined from 85.1% to 84.4%. While we continue to lease
at a good pace, market conditions, particularly in Dallas and
Denver, are expected to keep us from seeing any lift in occupancy
until next year. Therefore, we anticipate ending this year at 85%
to 86% economic occupancy, or an average economic occupancy of 84%
to 85% for the year.

"We signed leases for 1.7 million square feet in the third
quarter. Total leases that have commenced or will commence in 2003
are 4.7 million square feet. The weighted average full service
rental rate of these commencing leases is $21.00 per square foot.

"Further, we have approximately 1.3 million total square feet of
leases expiring by the end of the year. The weighted average full
service rental rate for these leases is $19.58 per square foot. To
date, 76% of that expiring space has been addressed - 52% by
signed leases and 24% by leases in negotiation. Of the remaining
24%, or 320,000 square feet, appearing to be at risk, the majority
relates to leases which continue to roll month to month, and
substantially all of the rest is addressed by a lease that will
commence in March of 2004."

                           Acquisitions

On August 27, 2003, Crescent announced it had acquired BayView
Colonnade L.L.C. and, as a result, The BAC Colonnade Office
Building is now a part of Crescent's portfolio. The Colonnade is
an 11-story, 216,000 square-foot Class A building located in the
Coral Gables submarket of Miami, Florida. The building's leased
occupancy as of September 30, 2003 was 92%.

On October 9, 2003, Crescent announced it has partnered with
JPMorgan Fleming Asset Management in the acquisition of One
BriarLake Plaza, a 20-story, 502,000 square foot Class A office
building located in the Westchase submarket of Houston, Texas. The
leased occupancy of this three year old building, as of September
30, 2003, was 90%. Under the joint-venture arrangement, JPMorgan
Fleming Asset Management has a 70% interest in the property, while
Crescent has a 30% interest and has been retained to provide
management and leasing services to the venture.

           Resort and Residential Development Sector
        (23% of Gross Book Value of Real Estate Assets
                  as of September 30, 2003)

Destination Resort Properties

Same-store NOI for Crescent's five consolidated resort properties
increased 6% for the three months ended September 30, 2003 over
the same period in 2002. The average daily rate decreased 3% and
revenue per available room remained flat for the three months
ended September 30, 2003 compared to the same period in 2002.
Weighted average occupancy was 76% for the three months ended
September 30, 2003 compared to 74% for the three months ended
September 30, 2002.

Same-store NOI for Crescent's five consolidated resort properties
declined 12% for the nine months ended September 30, 2003 over the
same period in 2002. The average daily rate decreased 1%, while
revenue per available room remained flat for the nine months ended
September 30, 2003 compared to the same period in 2002. Weighted
average occupancy was 72% for the nine months ended September 30,
2003 compared to 71% for the nine months ended September 30, 2002.

Upscale Residential Development Properties

Crescent's overall residential investment generated $2.8 million
and $13.8 million in FFO for the three months and nine months
ended September 30, 2003, respectively. This compares to $4.3
million and $32.4 million in FFO generated for the three and nine
months ended September 30, 2002, respectively.

               Investment Sector (11% of Gross Book Value
             of Real Estate Assets as of September 30, 2003)

Business-Class Hotel Properties

Same-store NOI for Crescent's four business-class hotel properties
decreased 1% for the three months ended September 30, 2003 over
the same period in 2002. The average daily rate increased 2% and
revenue per available room increased 3% for the three months ended
September 30, 2003 compared to the same period in 2002. Weighted
average occupancy was 73% for the three months ended September 30,
2003 and 2002.

Same-store NOI for Crescent's four business-class hotel properties
decreased 3% for the nine months ended September 30, 2003 over the
same period in 2002. The average daily rate increased 1% and
revenue per available room increased 2% for the nine months ended
September 30, 2003 compared to the same period in 2002. Weighted
average occupancy was 73% for the nine months ended September 30,
2003 compared to 71% for the nine months ended September 30, 2002.

Temperature-Controlled Facilities Investment

Crescent's investment in temperature-controlled facilities
generated $4.2 million and $16.3 million in FFO for the three and
nine months ended September 30, 2003, respectively. This compares
to $3.7 million and $14.5 million of FFO generated for the three
and nine months ended September 30, 2002, respectively.

                         EARNINGS OUTLOOK

Crescent's management reaffirms its 2003 FFO guidance range of
$1.55 to $1.80 per share. This range anticipates the completion of
various operating initiatives during the fourth quarter, including
residential and other land sales, which may or may not occur in
that period or at the levels anticipated.

In addition, the Company has provided documentation related to
this guidance in its third quarter supplemental operating and
financial data report. Refer to the following two paragraphs for
details about accessing the conference call, presentation, and the
supplemental operating and financial data report.

               SUPPLEMENTAL OPERATING AND FINANCIAL DATA

Crescent's third quarter supplemental operating and financial data
report is available on the Company's Web site --
http://www.crescent.com-- in the investor relations section. To
request a hard copy, please call the Company's Investor Relations
department at (817) 321-2180.

Crescent Real Estate Equities Company (NYSE: CEI) is one of the
largest publicly held real estate investment trusts in the nation.
Through its subsidiaries and joint ventures, Crescent owned and
managed, as of September 30, 2003, a portfolio of 74 premier
office properties totaling 29.7 million square feet, located
primarily in the Southwestern United States, with major
concentrations in Dallas, Houston, Austin and Denver. In addition,
the Company has investments in world-class resorts and spas and
upscale residential developments.

                         *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's affirmed its ratings on Crescent Real Estate Equities
Co., and Crescent Real Estate Equities L.P., and removed them
from CreditWatch, where they were placed on Jan. 23, 2002.  The
outlook remains negative.

          Ratings Affirmed And Removed From CreditWatch

     Issue                           To            From

Crescent Real Estate Equities Co.
  Corporate credit rating            BB            BB/Watch Neg
  $200 million 6-3/4%
     preferred stock                 B             B/Watch Neg
  $1.5 billion mixed shelf   prelim B/B+   prelim B/B+/Watch Neg

Crescent Real Estate Equities L.P.
   Corporate credit rating           BB            BB/Watch Neg
   $150 million 6 5/8% senior
      unsecured notes due 2002       B+            B+/Watch Neg
   $250 million 7 1/8% senior
      unsecured notes due 2007       B+            B+/Watch Neg


DALEEN TECH.: Walking Away from Allegiance BillingCentral Pact
--------------------------------------------------------------
On October 30, 2003, Daleen Solutions, Inc., an indirect wholly
owned subsidiary of Daleen Technologies, Inc., delivered to
Allegiance Telecom Company Worldwide a Notice of Election Not to
Renew the BillingCentral Agreement between the parties under the
current contractual terms.

In May 2003, Allegiance filed a petition under Chapter 11 of the
U.S. Bankruptcy Code, and on October 30, 2003, the Company
received a letter from Allegiance indicating that it believes the
Notice of Election Not to Renew to be in violation of the
automatic stay under the Bankruptcy Code. Although the Company
does not believe it to be necessary, on October 31, 2003, the
Company filed a Motion of Daleen Solutions, Inc. for Relief From
the Automatic Stay Under Section 362 of the Bankruptcy Code and
subsequently delivered to Allegiance a second Notice of Election
Not to Renew.

The current agreement expires on December 31, 2003, and the
Company is attempting to negotiate the terms of a new contract
with Allegiance. If a new agreement between the parties cannot be
reached, it is possible that Allegiance will contest in the
bankruptcy court whether the notices of non-renewal delivered by
Daleen are in violation of the U.S. bankruptcy law. There can be
no assurance that terms for a new contract will be agreed upon or
that this business relationship will continue after December 31,
2003.

If Allegiance ceases to do business with the Company and the
Company fails to obtain additional financing or fails to engage in
one or more strategic alternatives, it may have a material adverse
effect on the Company's ability to operate as a going concern.

Daleen Technologies, Inc. is a global provider of high performance
billing and customer care software solutions that manage the
revenue chain for traditional and next-generation communication
service providers, retailers and distributors of digital media,
and technology solutions providers.


DIEDRICH COFFEE: Red Ink Continued to Flow in Fiscal 1st Quarter
----------------------------------------------------------------
Diedrich Coffee, Inc. (Nasdaq: DDRX) announced operating results
for its first fiscal quarter of 2004, which ended September 24,
2003.

For the quarter, the Company reported a net loss of  $301,000, or
$0.06 per share, compared to a nominal loss of $10,000 or $0.00
per share reported during the first quarter of the prior fiscal
year.

Roger Laverty, Diedrich's Chief Executive Officer stated, "The
Company's business is highly seasonal, with the first quarter
being the weakest quarter of our fiscal year and the second
quarter being the strongest.  The first quarter includes the slow
summer season while the second quarter includes the holiday
season, a peak business period for our shopping mall based Gloria
Jean's coffeehouses.  We've taken advantage of our slower first
quarter to implement programs that we believe will produce future
benefits although they have somewhat increased short-term costs."

Laverty went on to say, "The program initiatives allocate
additional financial and human resources to our core operations.
We began a major improvement program for our Southern California
company operated Diedrich Coffee stores, installed new in-store
operating systems, and also significantly increased our in-store
staffing and supervisory personnel. These changes are designed to
provide our customers with an even more pleasurable experience in
our coffeehouses and reverse the recent trend in same store sales.
At the same time we have dedicated senior management to the Gloria
Jean's franchise operation, by far our greatest growth
opportunity. Cost of the new initiatives affected first quarter
results but represent an important investment in the Company's
future."

                             Revenue

Revenue declined in the first quarter versus the prior year, as
expected. During the past year, we closed several units, including
our remaining units in the Arizona market, and sold several
company owned Gloria Jean's locations to new franchisees.  Same
store sales declined for the quarter, but improved versus the
trend experienced in the last quarter of fiscal 2003.

Total revenue for the twelve weeks ended September 24, 2003, was
$11,311,000, a decrease of $1,035,000 (8.4%) compared with revenue
of $12,346,000 for the prior year period.  This decrease consists
of a $984,000 (12.5%) decline in retail sales and a $161,000
(5.3%) decline in wholesale revenue, partially offset by an
increase in franchise revenue of $110,000 (7.6%).

The decline in retail sales for the first quarter versus the prior
year quarter was primarily the result of the planned closure of
six stores and the sale of six Company operated units to
franchisees.  The divestiture of the 12 units resulted in a
$741,000 reduction in retail sales.  The decline in retail sales
was also due to negative comparable store sales of 3.3% for
Company operated stores during the quarter.  An increase of
$22,000 in e-commerce sales slightly offset the other decreases.

The decline in wholesale revenue primarily reflects $200,000
(15.0%) lower sales of roasted coffee to franchisees, as a result
of 19 fewer domestic franchise stores in the current year quarter,
and a slight decrease in wholesale revenue from chain restaurants
and specialty retailers.  These reductions were partially offset
by an increase of $62,000 (4.6%) in office coffee service sales.

Franchise revenue increased $110,000 (7.6%) primarily due to a
dissolution settlement of the Malaysia franchise agreement.  A
$44,000 (3.6%) decline in franchise royalties was the net impact
of a decrease in domestic royalties, partially offset by an
increase in international royalties.  The Company had 19 fewer
domestic franchise stores at quarter end versus the prior year,
but 52 more international franchised outlets, for a 33 unit net
increase in worldwide franchise locations.  Although royalty fees
from international franchises are lower than those from domestic
franchises, the international market offers great promise for
growth.

System-wide comparable store sales at Gloria Jean's units open at
least one year increased 0.6% during the first fiscal quarter,
compared to the prior year quarter.  System-wide comparable store
sales at Diedrich Coffee brand coffeehouses declined 5.7% for the
quarter, as compared with the prior year, while comparable store
sales at the Company's Coffee People locations declined 0.4%
during this same period.

                        Costs and Expenses

Cost of sales and related occupancy costs decreased from 46.3% of
revenue in the prior year quarter to 45.2% in the current quarter.
While occupancy costs as a percentage of revenue showed little
change, cost of sales showed improvement in both the retail and
wholesale segments.  The retail improvement resulted primarily
from our investment in new in-store operating systems to help us
better control costs.  The wholesale improvement resulted from our
decision in the fourth quarter of fiscal 2003 to purchase
equipment used to package our Keurig products; the royalty we
previously paid had been included in cost of sales.

Overall, operating expenses remained constant year to year, at
32.7% of total revenue.  Retail operating expenses as a percentage
of revenue increased as a result of our decision to improve
customer service by increasing staff at the stores.  However, the
retail percentage increase was offset by a reduction in operating
expenses in our wholesale and franchise segments.  For the
current quarter, general and administrative expense increased 2.0%
as a percentage of revenue, primarily due to the decline in
revenue discussed above and also due to the addition of a Director
of Store Operations as well as other store supervisory staff.  The
purpose of the staff additions is to improve future operating
performance.

With headquarters in Irvine, California Diedrich Coffee
specializes in sourcing, roasting and selling the world's highest
quality coffees.  The Company's three brands are Gloria Jean's
Coffees, Diedrich Coffee, and Coffee People.  The Company's 430
retail outlets, the majority of which are franchised, are located
in 35 states and 10 foreign countries.  Diedrich Coffee also sells
its coffees through more than 230 wholesale accounts including
office coffee service distributors, restaurants and specialty
retailers, via mail order and the Internet.  For more information
about Diedrich Coffee, call 800/354-5282, or visit the Company's
Web sites at http://www.diedrich.com http://www.gloriajeans.com
or http://www.coffeepeople.com

As reported in Troubled Company Reporter's September 30, 2003
edition, the Company was in the process of amending its bank
credit agreement, as it is presently not in compliance with
certain financial covenants therein because of the fourth quarter
impairment charges.

The Company believes it will be able to execute an amendment on
terms that will not materially interfere with its ability to
execute its business plan. Beyond the covenant modifications noted
above, the Company expects the amendment to eliminate the
$1,000,000 line of credit for new coffeehouse development during
fiscal 2004, but renew availability of a recently expired $500,000
working capital line until April 2004. The amendment is also
expected to eliminate an existing covenant requiring the Company
to maintain $800,000 of cash on deposit with the bank, and
substitute a new requirement that the Company maintain a
restricted cash balance on deposit with the bank to collateralize
its equipment term loan in an amount equal to the lesser of
$800,000 or the balance of the loan.

Matt McGuinness, Chief Financial Officer for Diedrich Coffee
stated that, "based on the expected terms of this amendment, our
current cash balances and the strength of our balance sheet, and
our expectations regarding operating results for the current
fiscal year, we are confident that we have the capital resources
available to remodel our Diedrich Coffee stores and to fund
necessary initiatives to stimulate the growth of our franchise
system."


DOANE PET: S&P Cuts Credit & Senior Secured Debt Ratings to B-
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured debt ratings on pet food manufacturer Doane Pet
Care Co. to 'B-' from 'B'. Standard & Poor's also lowered the
senior unsecured and subordinated debt ratings on Doane to 'CCC'
from 'CCC+'.

The outlook is negative.

Total debt outstanding at Sept. 27, 2003, was about $555 million.

The downgrade follows Doane's recent announcement after its 2003
third-quarter financial results that, due to substantially higher
than expected commodity costs, which continue to increase at
unprecedented rates, management will not forecast 2003 fourth-
quarter and full-year adjusted EBITDA and operating cash flows.
While Doane met its third-quarter bank financial covenants,
pricing flexibility remained limited and raw material costs have
soared higher despite the company's past hedging efforts. Standard
& Poor's is very concerned about Doane's ability to improve its
financial performance and cash flows in the near term sufficiently
to meet its credit facility's financial covenants in the fourth
quarter of 2003.

Management has recently revised its pricing strategy and risk
management process. Although the company's current negotiations
with a majority of its customers to pass through changes in
commodity costs could lead to additional cash inflows, the timing
and outcome of these negotiations are uncertain. Doane's raw
material costs, together with packaging costs, represent 75% of
its cost of goods sold.

"The ratings continue to reflect Brentwood, Tenn.-based Doane's
heavy debt burden, which stems from a past LBO and an aggressive
acquisition strategy," said Standard & Poor's credit analyst Jean
C. Stout. "The ratings also reflect the company's narrow business
focus and its participation within a highly competitive industry.
These factors are somewhat mitigated by the company's strong
business position in the relatively stable but mature pet food
industry."

Doane competes principally in the domestic dry pet food segment
and has a market share of about 24% by volume. It is also the
largest manufacturer of private label pet food in the U.S. The
approximately $12 billion domestic pet food industry is relatively
stable and mature and has exhibited unit growth in the low single-
digits for the past few years. The dry pet food segment represents
more than half of the U.S. market and is growing faster than moist
products due to quality and taste improvements, as well as
convenience of use. In 2002, private label pet food sales
represented approximately 30% of industry sales.


DYNEGY: S&P Places Illinois Power Unit's Credit Rating on Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating on electric utility Illinois Power Co., a subsidiary of
Dynegy Inc., on CreditWatch with positive implications following
the announcement that Exelon Corp. has agreed to purchase Illinois
Power.

Standard & Poor's also affirmed its 'B' corporate credit rating on
Dynegy.

The outlook on Dynegy and its subsidiary Dynegy Holdings Inc.
remains negative. The affirmation of the remaining Dynegy units
reflects Standard & Poor's current assessment of the firm's
business model, risk level, and financial profile.

"The proposed transaction, if consummated, could improve Dynegy's
balance sheet and its liquidity position since the proposed deal
will eliminate $170 million in annual interest payments associated
with the $2.3 billion intercompany note and $1.8 billion in
Illinois Power debt to be assumed by Exelon," said Standard and
Poor's credit analyst John Kennedy.

"Still, even if Dynegy is able to dispose of its Illinois Power
obligations, the firm will still be burdened with a massive amount
of debt leverage retained from the prior failed business
strategy," added Mr. Kennedy. Notably, the firm's business model
is dependent on increasing power prices as a source of improved
cash flow needed for debt reduction.

The ratings on Dynegy reflect the continued challenges the firm
faces in regard to generating sufficient cash flow, maintaining
access to capital markets for debt refinancing, preserving an
adequate liquidity position, and meeting obligations over the next
12 months.

The negative outlook reflects the continued uncertainty around
Dynegy's ability to generate sustainable cash flow given the
current environment in electric generation, as well as the price
volatility in gathering and processing of natural gas liquids.
Given Dynegy's current financial profile, the firm is susceptible
to adverse economic conditions, which could result in stagnant
generation prices and volatile gathering and processing natural
gas liquids margins.

Rating stability and/or upward ratings momentum is principally
predicated on the predictability and sustainability of incremental
cash flows to meet debt service obligations and reduce
indebtedness.


ENRON: AT&T Wants Prompt Payment of $7MM Admin. Expense Claim
-------------------------------------------------------------
Kenneth A. Rosen, Esq., at Lowenstein Sandler PC, in New York,
relates that prior to the Petition Date, relates that AT&T
Corporation provided communication services to certain Enron
Debtors under various accounts with a $900,000 average monthly
billings under various contracts between the Debtors and AT&T.

The contracts between the Debtors and AT&T expired.  Thus, AT&T
charges tariff rates as authorized by various tariffs filed with
the Federal Communications Commission.  Nevertheless, AT&T
continues to supply communication services to the Debtors.

According to Mr. Rosen, the Debtors filed and served a number of
disconnection requests with AT&T.  AT&T has disconnected all
circuits contained in the disconnection requests.

Mr. Rosen informs the Court that currently, the Debtors owe AT&T
$6,916,189 for outstanding postpetition amounts.  Mr. Rosen notes
that AT&T reserved the right to amend this amount in the event
additional outstanding postpetition amounts are discovered.

Pursuant to Section 503(b) of the Bankruptcy Code, AT&T is
entitled to receive payment on account of the postpetition
charges as an administrative expense claim.  These charges were
incurred by the Debtors postpetition and were essential to and
benefited the Debtors' estates since:

   -- the Debtors were able to continue to operate postpetition;
      and

   -- the Debtors became more marketable for purposes of selling
      their assets as a going concern.

Accordingly, AT&T asks the Court to allow its administrative
expense claim and compel the Debtors to immediately pay
$6,916,189 to it. (Enron Bankruptcy News, Issue No. 85; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


EVERGREEN INT'L: Appoints John A. Irwin Chief Financial Officer
---------------------------------------------------------------
Evergreen International Aviation, Inc. announced the appointment
of John A. Irwin as Chief Financial Officer, effective October 31,
2003.

Prior to Mr. Irwin's appointment, Michael R. Barr, who is no
longer with the Company, served in this position.

Mr. Irwin has been with the Company for over 18 years, serving
most recently as one of its directors, a member of the Executive
Committee and as the Treasurer and Vice President of Risk
Management. Mr. Irwin also serves in numerous other capacities for
the Company's subsidiaries, including, most notably, as a director
and the Vice President of Finance for Evergreen International
Airlines, Inc.  Mr. Irwin's tenure and integral familiarity with
the Company's operations are a key component of the strong
continuity of Evergreen's management.

Mr. Irwin commented on the decision announced October 31, 2003 by
Standard & Poor's Ratings Services to lower its corporate credit
rating on the Company to 'B-' from 'B', the senior secured rating
to 'B' from 'B+', and the senior second secured rating to 'CCC+'
from 'B-'.

"We were surprised and disappointed about the recent Standard &
Poor's decision," said Mr. Irwin. "We continue to believe that our
cash flow from operations and availability under our credit
facility will provide us with sufficient liquidity and
capital resources to operate our business and pay our obligations
as they come due.  Evergreen has a $12.8 million interest payment
and a $2 million retirement plan payment due Nov. 15, 2003.  At
October 31, 2003, the Company had $1.5 million of cash and an
aggregate of approximately $15 million of borrowing capacity
(portions of which are determined by a borrowing base) under its
bank credit facility and other financing arrangements.  We
anticipate that the Company's liquidity will improve over the next
six months as we will not have many of the one time costs
associated with our refinancing that we incurred over the past six
months."

Based in McMinnville, Oregon, Evergreen is a leading integrated
provider of worldwide airfreight transportation and aircraft
ground handling and logistics, helicopter, light fixed wing
aircraft, aircraft maintenance and repair services and parts and
equipment sales.  Evergreen's subsidiary companies provide
diversified aviation services that include: worldwide air freight
transportation, cargo and mail handling, airport passenger
services, specialized helicopter services such as aerial spraying
and petroleum support, aircraft maintenance, repair and overhaul
services, storage, and buying, selling, leasing and trading
aircraft, aircraft parts and engines. Evergreen provides services
to a broad base of long-standing customers, including the U.S. Air
Force Air Mobility Command, the U.S. Postal Service, freight
forwarders, domestic and foreign airlines, industrial
manufacturers and other government agencies.


FALCON PRODUCTS: S&P Places Credit & Debt Ratings on Watch Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
and 'CCC+' subordinated debt ratings on furniture manufacturer
Falcon Products Inc. on CreditWatch with negative implications.

"The CreditWatch placement reflects continued softness in Falcon's
market segments, including furniture manufactured for hospitality,
food service, and contract customers," said credit analyst Martin
S. Kounitz. "Because of the weakness in these segments, Falcon's
credit measures and liquidity are below Standard & Poor's
expectations."

While St. Louis, Missouri-based Falcon has taken steps to improve
its credit profile, including refinancing its bank debt in June
2003 and consolidating plants for efficiency gains and cost
reductions, Standard & Poor's remains concerned about the
company's prospects for profit improvement. In the food service
segment, Falcon has not yet fully replaced revenues after
completing a contract with Boston Market to renovate restaurants.
Hotel customers, with high vacancy rates, are continuing to defer
investment to refurbish rooms. In the contract segment, volume is
flat. As a result, Falcon's debt leverage remains high, and
covenant compliance is tight.

Standard & Poor's will meet with management to assess its business
and financial plan given the current challenging market
conditions.


FEDERAL-MOGUL: UST Appoints Asbestos Property Damage Committee
--------------------------------------------------------------
Pursuant to Section 1102(a)(1) of the Bankruptcy Code, Roberta A.
DeAngelis, Acting United States Trustee for Region 3, appoints
five entities to serve on the Official Committee of Asbestos
Property Damage Claimants in the Federal-Mogul Debtors' Chapter 11
cases:

           1. Anderson Memorial Hospital
              c/o Speights & Runyan
              Attn: Daniel A. Speights
              P.O. Box 685
              200 Jackson Avenue
              East, Hampton, SC 29924
              Phone: 803-943-4444
              Fax: 803-943-4599;

           2. Jacksonville College
              c/o Dies & Hile, LLP
              Attn: Martin W. Dies
              1009 West Green Avenue
              Orange, TX 77630
              Phone: 409-883-4394
              Fax: 409-883-4814;

           3. Moxie Real Estate
              c/o Richard E. Griffith
              5539 Peach Street
              Erie, PA 16509
              Phone: 814-838-1234
              Fax: 814-868-9090;

           4. Richard Blyth
              1632 Victoria Avenue
              Los Angeles, CA 90019
              Phone: 323-468-6203 or 323-734-0559
              Fax: 323-734-2950; and

           5. The Hill School
              Attn: Timothy D. Forester
              717 East High Street
              Pottstown, PA 19464
              Phone: 610-326-1000
              Fax: 610-705-1761.
(Federal-Mogul Bankruptcy News, Issue No. 45; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


FFP OPERATING: Wants Schedule-Filing Deadline Moved to Dec. 8
-------------------------------------------------------------
FFP Operating Partners, LP wants more time to file the required
Schedules of Assets and Liabilities, Schedules of Executory
Contracts and Unexpired Leases and Statement of Financial Affairs.

The Debtor submits that cause exists for extension of time for
filing of schedules and statements in this case.  The Debtor
points out that it has in excess of 1,500 employees and
approximately 2,281 retail locations. Due to the complexity and
diversity of its operations, it anticipates that it will be unable
to complete its Schedules and Statements in the time required
under Bankruptcy Rule 1007.

To prepare the required Schedules and Statements, the Debtor must
gather information from books, records and documents relating to a
multitude of transactions. Consequently, collection of the
necessary information requires an expenditure of substantial time
and effort on the part of the employees, especially considering
the nature of the cash management system of the Debtor.

Given the significant burdens already imposed on the management by
the commencement of this Chapter 11 case, the Debtor requests
additional time to complete and file the required Schedules and
Statements. The Debtor has mobilized its employees to work
diligently on the assembly of the necessary information and
anticipates that it will be able to file its Schedules and
Statements, all in the appropriate formats prescribed by the
Bankruptcy Code, the Bankruptcy Rules, and the Local Bankruptcy
Rules through December 8, 2003.

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.


FRAWLEY CORP: Recurring Losses Raise Going Concern Uncertainty
--------------------------------------------------------------
For the quarter ended September 30, 2003, Frawley Corporation's
real estate operating loss was $92,000 compared to a loss in 2002
of $87,000. During the nine months ended September 30, 2003, real
estate losses were $248,000 as compared to a loss of $255,000 for
the same period in 2002. Real estate losses continue as the
Company incurs carrying costs and costs of improvements required
to sell the property.  Although the Company is actively seeking a
buyer for its undeveloped real estate, the County of Los Angeles
has adopted more stringent rules covering the development of raw
land. These revised regulations have made it more difficult to
develop the Company's property.

Due to the Hospital's continued losses and its inability to pay
interest on its secured $1,022,000 loan on the Hospital property
for more than a year, the Board of Directors of the Company had
unanimously voted to sell or close this business in 2002.
Effective February 1, 2002, the Company entered into a Settlement
Agreement with a related party holding outstanding notes payable
in the amount of $1,022,000, secured by the Hospital property in
Seattle, Washington. Under the terms of the agreement, the Company
sold the Hospital land, building and related property and
equipment to the related party for a purchase price in the amount
of the principal of the notes ($1,022,000) and accrued interest
($174,000). Also effective February 1st, 2002, the Company entered
into a lease agreement with the related party whereby the Company
is permitted to lease the Hospital facility for 36 months, with an
option to repurchase the property from the related party at an
amount equal to the original principal indebtedness plus
accumulated interest and attorney fees.

The original principal amount of indebtedness of $1,022,000 was
owed to Frances Swanson, individually, and Frances Swanson
Successor Trustee of the Frawley Family Trust. Frances Swanson is
the Chairman's sister.

Prior to the sale of the Schick Program on October 1, 2002, for
the nine months ended September 30, 2002, the health care
discontinued operations net income was approximately $506,000. The
net income reflects a gain from the Settlement Agreement of
$781,000, which resulted from the reduction of debt in the amount
of $1,022,000 and accrued interest of $174,000 less the net book
value of assets sold for $415,000. If the Company had not entered
into the Settlement Agreement, the net loss for the Hospital would
have been $275,000 for the nine months ended September 30, 2002.
On October 1st 2002, the Company entered into asset sale of the
Schick Program to a non-related third party group of former
patients of the Hospital program in the amount of $316,000 plus
various assumed liabilities. The sales price comprised of $50,000
in cash, a note receivable for $250,000 for a term of five years
at an interest rate of 8% per annum and a 5% interest in the new
owner's limited partnership. The Company recorded a gain on the
sale of approximately $158,000. The Hospital incurred legal
expenses of approximately $81,000 related to the sale. As part of
the asset sale, the new owners acquired the same option to
purchase the Hospital real estate as the Company had. In addition,
the Company allowed the new owners to operate the Hospital program
under the existing state and federal permits until such time the
new owners could obtain their own. In January 2003, the Company
was informed that the new owners had obtained all the necessary
permits to operate the Hospital and ceased using the Company's
permits.

During the first nine months of 2002, Michael Frawley, the
Company's Chairman, loaned the Hospital $55,000 to meet operating
expenses.  To complete the sale, the Company's Chairman agreed to
release the Company from its indebtedness to him in the amount of
$55,000 and agreed to a new note of $55,000 to be paid by the new
owners at the end of 2003.  The proceeds from the sale were
distributed as follows: $50,000 was deposited into Karr Tuttle &
Campbell Trust account, Schick's attorney's, and used as partial
payment of outstanding legal fees. The $250,000 note was assigned
to the Chatham Brothers toxic waste PRP Trust. On October 1, 2003,
the Chatham Brothers toxic waste PRP trust received the first
annual payment from the $250,000 note as scheduled.

The Company's recurring losses from continuing operations and
difficulties in generating cash flow sufficient to meet its
obligations raise substantial doubt about its ability to continue
as a going concern.

Real estate and corporate overhead are producing losses that the
operating business is unable to absorb. The required investments
in real estate are currently funded by loans.  The Company intends
to meet its obligations through real estate sales. The limited
resources available to the Company will be directed at reducing
operating expenses and selling real estate. The Company continues
to incur legal expenses and had an obligation in 2003 to
contribute to the Chatham Brothers toxic waste cleanup lawsuit.


FRONT PORCH: Taps J.H. Cohn to Replace Ernst & Young as Auditors
----------------------------------------------------------------
On October 24, 2003, Front Porch Digital Inc. dismissed Ernst &
Young LLP as its independent accountants.

The report of Ernst & Young LLP for the Company's fiscal years
ended December 31, 2002 and 2001, was qualified due to a going
concern uncertainty.

On October 24, 2003, Front Porch Digital's Board of Directors
recommended and approved the decision to change independent
accountants.

The Company engaged J.H. Cohn LLP as its new independent
accountants as of October 24, 2003.


GINGISS GROUP: May Dept. Stores Buying Assets for $23 Million
-------------------------------------------------------------
The Gingiss Group, Inc., (Gary's Operating, Inc., GII Acquisition,
Inc., and Gingiss Formalwear, Inc.) has entered into an Asset
Purchase Agreement with After Hours Formalwear, Inc., an affiliate
of The May Department Stores Company, Incorporated (NYSE: MAY).

Pursuant to this agreement, the above entities are selling to
After Hours intellectual property including but not limited to the
rights to the names "Gingiss Formalwear" and "Gary's Tux Shop,"
125 company operated stores, and related inventory and personal
property for $23 million subject to certain adjustments.

Concurrently, The Gingiss Group, Gary's Operating, Inc., GII
Acquisition, Inc., Gingiss International, Inc. and Gingiss
Formalwear, Inc., filed voluntary petitions for relief pursuant to
Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the District of Delaware.

The Company has requested that the Bankruptcy Court approves
certain sale procedures that will govern an auction at which the
Company will solicit qualified competitive bids. Such auction is
anticipated in early December 2003, with a closing to occur
shortly thereafter.

The Company has also obtained a commitment from its existing
secured lender to provide debtor in possession financing with
which to sustain operations.

Mark Syrstad, the Company's Chief Executive Officer, said: "We are
pleased that we were able to reach agreement with After Hours and
to secure financing that will allow us to continue operations. We
believe that the transaction maximizes value for all creditor
constituencies, will preserve jobs, and will provide for continued
outstanding service to our customers."

The Company emphasizes its commitment to its customers and to
maintaining the level of service and customer satisfaction for
which it is known. To that end, an information line has been
established for brides and grooms currently registered with the
Company's stores. That number is 800-621-7125.

The Company operates 236 company owned stores under the names
"Gingiss Formalwear" and "Gary's Tux Shops," and is the only
national chain of retail stores specializing in the rental and
sale of formalwear. The Company maintains distribution centers in
Boston, Chicago, Fort Lauderdale, Honolulu Los Angeles, and
Seattle, and maintains its corporate offices in Addison, IL.


GINGISS GROUP: Brings-In Pachulski Stang as Bankruptcy Attorneys
----------------------------------------------------------------
The Gingiss Group, Inc., and its debtor-affiliates are seeking
permission from the U.S. Bankruptcy Court for the District of
Delaware to retain and employ Pachulski, Stang, Ziehl, Jones &
Weintraub PC as General Bankruptcy Counsel in their chapter 11
cases.

The Debtors want to retain Pachulski Stang as their attorneys
because of the Firm's particular expertise in the areas of
insolvency, business reorganization, and other debtor/creditor
matters. The principal attorneys and paralegals presently
designated to represent the Debtors and their current standard
hourly rates are:

          Laura Davis Jones           $560 per hour
          Jeffery N. Pomerantz        $445 per hour
          James E. O'Neill            $395 per hour
          Samuel R. Maizel            $390 per hour
          Erin Gray                   $370 per hour
          Gabrielle Albert Rohwer     $300 per hour
          Sandra G. McLamb            $235 per hour
          Marta Wade                  $130 per hour
          Marlene Chappe              $125 per hour

As Counsel, it is expected that Pachulski Stang will:

  a. advise the Debtors on the requirements of the Bankruptcy
     Code, the Federal Rules of Bankruptcy Procedure, and the
     requirements of the United States Trustee pertaining to the
     administration of the Estates;

  b. prepare motions, applications, answers, orders, memoranda,
     reports and papers in connection with the administration of
     the Estates;

  c. protect and preserve the Estates by prosecuting and
     defending actions commenced by or against the Debtors and
     preparing objections to claims filed against the Estates;

  d. investigate and prosecute preference, fraudulent transfer,
     and other actions arising under the Debtors' avoiding
     powers; and

  e. render such other advice and services as the Debtors may
     require in connection with the Chapter 11 cases.

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 GOLF: Breaks Ties with Accountants, Ronald R. Chadwick
-------------------------------------------------------------
Effective September 23, 2003, the auditor client relationship
between Global Golf Holdings Inc. and Ronald R. Chadwick P.C.
ceased.

The Company and the Board of Directors have subsequently approved
of the engagement of the firm of Peterson Sullivan PLLC of
Seattle, Washington.

Chadwick did not resign or decline to stand for reelection, but
were dismissed to allow the appointment of PS.

During his tenure, Chadwick's reports did include an explanatory
paragraph where they expressed substantial doubt about the
Company's ability to continue as a going concern.


GS MORTGAGE: Fitch Affirms BB- $18-Mill. Class B Notes' Rating
--------------------------------------------------------------
Fitch upgrades the GS Mortgage Securities Corp. II, commercial
mortgage pass-through certificates, series 1996-PL, as follows:

     -- $16.8 million class C to 'AAA' from 'AA'
     -- $16.8 million class D to 'AA' from 'A';
     -- $15 million class E to 'A' from 'BBB-'

In addition, Fitch affirms the following classes:

     -- $41.5 million class A-2 'AAA';
     -- $18.4 million class B 'AAA';
     -- Interest-only class X-1 'AAA';
     -- Interest-only class X-2 'AAA';
     -- Interest-only class X-3 'AAA';
     -- $19.6 million class F 'BB-'.

Fitch does not rate the $21.9 million class G certificates.

The upgrades reflect an increase in the credit enhancement levels
resulting from prepayments. As of the October 2003 distribution
date, the pool's principal balance has been reduced by
approximately 73%, to $148.9 million from $552.1 million at
issuance.

Protective Life, the master servicer, collected year-end 2002
financials for 91% of the pool by balance. The 2002 weighted
average debt service coverage ratio is 1.31 times, compared to
1.29x at issuance.

Two loans representing 6.9% of the outstanding balance are
currently in special servicing. The larger loan (5.2%), which is
also the largest loan in the pool, is a $7.8 million retail
property located in North Adams, MA. The property is currently 70%
occupied and transferred to the special servicer when its anchor
tenant, Kmart, entered bankruptcy and rejected its lease.

Fitch applied various hypothetical stress scenarios taking into
consideration the above concerns. Even under these stress
scenarios, the resulting subordination levels were sufficient to
upgrade the designated classes. Fitch will continue to monitor
this transaction, as surveillance is ongoing.


HARRAH'S ENTERTAINMENT: Board Declares Quarterly Cash Dividend
--------------------------------------------------------------
The board of directors of Harrah's Entertainment, Inc. (NYSE: HET)
declared a regular quarterly cash dividend of 30 cents per share,
payable November 26, 2003, to shareholders of record as of the
close of business on November 12, 2003.

Founded 65 years ago, Harrah's Entertainment, Inc. (Fitch, BB+
Senior Subordinated Rating, Stable Outlook) operates 26 casinos in
the United States, primarily under the Harrah's brand name.
Harrah's Entertainment is focused on building loyalty and value
with its target customers through a unique combination of great
service, excellent products, unsurpassed distribution, operational
excellence and technology leadership.


HAYES LEMMERZ: Seeking Approval of Plan Distribution Procedures
---------------------------------------------------------------
The Reorganized Hayes Lemmerz Debtors and the HLI Creditor Trust
jointly ask the Court to approve certain additional procedures
with respect to distributions, pursuant to the Plan.
Specifically, the Debtors and the Trust ask the Court to declare
that:

   (a) any holder of an Administrative Claim, Priority Tax Claim,
       Other Priority Claim, Miscellaneous Secured Claim, General
       Unsecured Claim or Subordinated Securities Claim, who is
       also subject to a Trust Avoidance Claim will not have an
       Allowed Claim and be entitled to receive a distribution
       pursuant to the Plan, until the time the Trust Avoidance
       Claim against the holder is resolved; and

   (b) in the event that the Reorganized Debtors, as Disbursing
       Agent, or the Trust require a holder of an Allowed Claim
       to provide an Internal Revenue Service Form W-9 or Form
       W-8, if applicable, or establish an adequate basis for
       exemption from withholding, the Disbursing Agent or Trust
       will be authorized to reserve any distribution otherwise
       payable to the holder, until the time the holder provides
       the necessary form or establishes an adequate basis for
       exemption from withholding.

                  Trust Avoidance Claim Parties

Pursuant to the Plan, on the Effective Date, the Debtors
transferred to the Trust, for and on behalf of the Trust's
beneficiaries, the Trust Assets including the Trust Avoidance
Claims.  The transfer was subject to certain repayment
obligations.

Under the Plan, the Trust has the authority, duty and obligation
to liquidate the Trust Claims, including prosecuting and
resolving the Trust Avoidance Claims, while the Reorganized
Debtors, as Disbursing Agent, have the obligation to administer
and, if necessary, object to Claims asserted in these cases.

As of October 4, 2003, the Trust is attempting to liquidate the
Trust Avoidance Claims, including attempting to resolve the Trust
Avoidance Claims on a consensual basis.  In fact, the Court
recently approved procedures developed by the Trust and the
Reorganized Debtors to approve settlements of Trust Avoidance
Claims negotiated by the Trust.  A number of Trust Avoidance
Claims have been resolved on a consensual basis pursuant to these
procedures, according to J. Eric Ivester, Esq., at Skadden, Arps,
Slate, Meagher & Flom, LLP, in Chicago, Illinois.

In the event that the Trust is unable to consensually resolve all
of the Trust Avoidance Claims in the upcoming months, the Trust
expects to prosecute any unresolved Trust Avoidance Claims by
commencing adversary proceedings in the Bankruptcy Court.

In many instances, the Avoidance Claims Parties, which are
parties asserting Administrative Claims, Priority Tax Claims,
Other Priority Claims, Miscellaneous Secured Claims, General
Unsecured Claims or Subordinated Securities Claims via proofs of
claim or requests for payment of administrative claims, are also
subject to unresolved Trust Avoidance Claims.  Because the
Reorganized Debtors are responsible for claims administration and
claims objections, but the Trust is responsible for prosecuting
and resolving Trust Avoidance Claims, the Reorganized Debtors and
the Trust want to protect against any situations that arguably
might prevent the Trust from prosecuting a Trust Avoidance Claim
and therefore preclude the subsequent recovery of Trust Assets.

Unfortunately, postponing administration of the Claims asserted
by the Avoidance Claims Parties is not practical given the number
of Trust Avoidance Claims and the limitations on the Reorganized
Debtors with respect to claims objections.  Therefore, the
Reorganized Debtors and the Trust endeavored to preserve both the
Reorganized Debtors' ability to continue claims administration
and the Trust's ability to prosecute the Trust Avoidance Claims
against the Avoidance Claims Parties.

The Reorganized Debtors and the Trust took steps to coordinate
their activities in order to protect against the possibility of
any inadvertent issues arising with respect to the Trust
Avoidance Claims during the claims administration process.  Prior
to filing any claims objection, the Reorganized Debtors provided
and will continue to provide the Trust with the names of any
Avoidance Claims Parties that are subject to the objection so
that the Trust may take any steps that the Trust deems necessary
to protect its rights at hearings on the claims objections.
Also, at the Trust's request, the Reorganized Debtors have
included language in their recently filed claims objections and
related proposed orders providing that the objections are
intended to be without prejudice to the rights of the Trust to
prosecute avoidance actions against each claimant listed in the
objections.

Mr. Ivester points out that in order to avoid potentially
prejudicing the Trust Avoidance Claims during the claims
administration process, the Reorganized Debtors and the Trust
want the Court to approve a supplemental provision governing the
Claims asserted by the Avoidance Claims Parties.

Accordingly, the Reorganized Debtors and the Trust don't want the
Claims asserted by an Avoidance Claim Party to be treated as
Allowed Claims, pursuant to the Plan or operation of a previously
entered Court Order, until all Trust Avoidance Claims against the
Avoidance Claim Party are:

   -- resolved pursuant to a Court order entered pursuant to the
      Settlement Procedures Order;

   -- resolved pursuant to a Court order entered in an adversary
      proceeding commenced by the Trust with respect to a Trust
      Avoidance Claim against a particular Avoidance Claim
      Party; or

   -- either expressly waived by the Trust in its discretion or
      deemed to be waived for failure to prosecute in the
      appropriate statutory period.

                            Tax Forms

Pursuant to the Plan, the Reorganized Debtors, as Disbursing
Agent, and the Trust are authorized and obligated to make
distributions to holders of various Claims.  The distributions
may include:

   -- Cash,
   -- shares of New Common Stock,
   -- shares of New Preferred Stock, and
   -- Series B Warrants.

Mr. Ivester notes that in general, United States Federal Income
Tax Law requires that, prior to receiving any distribution, a
holder of an Allowed Claim must:

   -- provide the disbursing entity with the claimholder's
      correct taxpayer identification number; and

   -- make certain certifications on Internal Revenue Service
      Form W-9 to avoid or establish an exemption from any
      backup withholding that may apply to the distribution.

If a claimholder does not provide the entity that is tendering
the distribution a properly completed Form W-9 or Form W-8, or
establish an adequate basis for an exemption from backup
withholding prior to the time of the distribution, the
claimholder may be subject to a $50 penalty imposed by the
Internal Revenue Service.  In addition, the disbursing entity may
be required to withhold 28% of the amount of any reportable
payment made to the claimholder and remit the amount to the
United States Treasury.

At present, the Reorganized Debtors and Trust want to avoid the
necessity of backup withholding, particularly with respect to the
distribution of any securities where withholding would be
impracticable, since the requirement to backup withholding would
impose a significant administrative burden on the parties.

For this reason, the Reorganized Debtors and the Trust propose
this supplemental procedure to eliminate the potential need for
backup withholding:

     (i) Before making any distribution to a claimholder for
         which an Internal Revenue Service Form W-9 or Form W-8
         is required, the Reorganized Debtors or the Trust, will
         file with the Court and serve on the claimholder a
         notice that informs the claimholder of his or her
         obligation to complete and return the Form W-9 or Form
         W-8 prior to receiving any distribution under the Plan;

    (ii) On the return of a properly completed form, the
         Reorganized Debtors or the Trust, will then make the
         appropriate distribution; and

   (iii) Until a properly completed form is returned, the
         Reorganized Debtors or Trust would not be obligated to
         make any distributions to the claimholder.

Additionally, Mr. Ivester emphasizes that in order to withhold in
connection with the distribution of a security, the security must
be valued to determine the amount of any reportable payments and
sold to generate cash, as the United States Treasury will accept
remittances of withholding tax only in cash.

            Supplemental Procedures Should Be Approved

Section 502(d) of the Bankruptcy Code provides that:

    "Notwithstanding Sections (a) and (b) of this section, the
     court will disallow any claim of any entity from which
     property is recoverable under Sections 542, 543, 550, or 553
     of the Bankruptcy Code or that is a transferee of a transfer
     that is avoidable under Sections 522(f), 522(h), 544, 545,
     547, 548, 548, or 724(a) of the Bankruptcy Code, unless the
     entity or transferee has paid the amount, or turned over the
     property, for which the entity or transferee is liable under
     Sections 522(i), 542, 543, 550, or 553 of the Bankruptcy
     Code."

Mr. Ivester explains that the Reorganized Debtors and the Trust
are not seeking to disallow any claim subject to the Trust
Avoidance Claims, but instead postpone the allowance of any claim
until the resolution of any Trust Avoidance Claim against the
claimholder.

The Reorganized Debtors and the Trust believe that approval of
these supplemental procedures with respect to the Avoidance
Claims Parties is authorized by and merely effectuates Section
502 and, more importantly, clarifies and resolves potential
issues with respect to Trust Avoidance Claims that otherwise
might arise during the claims administration process under
various interpretations of Section 502(d).

Mr. Ivester further notes that under Section 1142(b):

    "[T]he court may direct the debtor and any other necessary
    party to execute or deliver . . . any instrument required to
    effect a transfer of property dealt with by a confirmed plan,
    and to perform any other act . . . that is necessary for the
    consummation of the plan."

Thus, Section 1142 provides the basis for the requested
supplemental procedures requiring the holders of Allowed Claims
to complete and return Form W-9 or Form W-8, to either the
Reorganized Debtors or the Trust prior to receiving any
distributions on the Claims.

Mr. Ivester tells the Court that by approving the procedures, the
Court will enable the Reorganized Debtors and the Trust to ensure
that they make distributions in a timely manner, without
potential liability for backup withholding taxes.

Without a completed Form W-9 or Form W-8 from claimholders whose
distributions are subject to information reporting and
withholding, the Reorganized Debtors or the Trust may be exposed
to liability for backup withholding taxes if they do not withhold
from distributions that are made to individuals or entities
subject to backup withholding taxes.

In the case of distributions of securities, which are to be
distributed by the Reorganized Debtors, the Reorganized Debtors
would be placed in the virtually impossible position of being
forced to sell the securities in order to generate cash for
withholding purposes before making any distributions.
Accordingly, approval of the additional procedures is
appropriate.

Mr. Ivester asserts that the Reorganized Debtors and the Trust
will be highly benefited once the Court approves the request, due
to the:

   -- elimination of the administrative burden and the associated
      cost of selling any securities in order to implement the
      appropriate withholding in the event a Claimholder does not
      provide or properly complete its Form W-9 or Form W-8, to
      the Reorganized Debtors or the Trust prior to receiving any
      distribution; and

   -- reduction of the administrative burden of the Reorganized
      Debtors and the Trust of making repeated attempts to
      collect the Forms from applicable holders of Allowed Claims
      prior to making distributions to the holders. (Hayes Lemmerz
      Bankruptcy News, Issue No. 40; Bankruptcy Creditors'
      Service, Inc., 609/392-0900)


HORIZON GROUP: Commences Restructuring of Three Loans in Default
----------------------------------------------------------------
Horizon Group Properties, Inc. (Nasdaq: HGPI), an owner, operator
and developer of factory outlet centers and land developer, has
begun restructuring three loans which had been in default since
October 2001.

The planned restructuring includes the payoff at a discount of the
loans secured by the outlet centers in Sealy, Texas and Gretna,
Nebraska and the reinstatement to current status of the loan
secured by the outlet center in Traverse City, Michigan.  The loan
secured by the outlet center in Sealy was repaid on November 4,
2003 and the loan secured by the outlet center in Gretna is
expected to be repaid on or before November 7, 2003.  The
reinstatement of the loan secured by the outlet center in Traverse
City is expected to be completed by November 20, 2003.

The loans to be repaid currently have an aggregate principal
balance of approximately $18 million, excluding accrued interest
and penalties.  The reinstatement to current status of the loan
secured by the outlet center in Traverse City will result in the
forgiveness of approximately $600,000 of accrued penalties and
default interest.  The planned restructuring of the GST Loans
requires the payment of all current interest and principal on the
Traverse City loan as of the date of its reinstatement together
with additional payments totaling $4.0 million.  The Traverse City
loan has a current principal balance of approximately $5 million,
bears interest at the rate of 8.46%, amortizes over 25 years and
matures in August 2009.

In connection with the planned restructuring of the GST Loans,
HGPI sold a 49% interest in Gretna, Sealy, Traverse City Outlet
Centers, L.L.C., the entity that owns the three outlet centers
subject to the GST Loans, to an affiliate of Howard M. Amster, a
director and significant shareholder of HGPI for $1.96 million.
GST is one of the entities subject to a pending sale agreement in
which HGPI would sell a 49% interest in the entities that own all
of HGPI's outlet centers and HGPI's corporate office building to
Mr. Amster for a total purchase price of $11.5 million.  That
transaction is still pending, with due diligence scheduled to be
completed by November 14, 2003.  The sale of the 49% interest in
GST to Mr. Amster does not affect the total purchase price for the
pending sale to Mr. Amster of the remaining entities.

Mr. Amster also made a loan to HGPI of $2.04 million in connection
with the restructuring of GST Loans.  HGPI is required to use
proceeds from Mr. Amster's loan, together with the funds from the
sale to Mr. Amster of 49% of GST, to complete the planned debt
restructuring.  The loan from Mr. Amster bears interest at 8% and
matures on August 3, 2004.

"The terms of the restructuring provide us with the flexibility to
reposition the centers in Sealy and Gretna and build upon the
strong performance of Traverse City," said Gary J. Skoien,
Chairman, President and Chief Executive Officer of Horizon Group
Properties.  "The Traverse City area continues to experience
strong growth as a vacation and leisure destination, increasing
demand for retail space.  There is significant complimentary
development occurring nearby that we expect to draw additional
customers to our center."

Based in Chicago, Illinois, Horizon Group Properties, Inc. has 9
factory outlet centers in 7 states totaling more than 1.8 million
square feet and a 650 acre mixed use land development in Huntley,
Illinois.


ILLINOIS POWER: Fitch Puts Junk Debt Ratings on Watch Positive
--------------------------------------------------------------
Illinois Power Company's 'B' senior secured debt, 'CCC+'
indicative senior unsecured rating and 'CC' trust preferred
securities have been placed on Rating Watch Positive by Fitch
Ratings.

The rating action follows the announcement that Dynegy Inc. (DYN,
senior unsecured rated 'CCC+', Rating Outlook Positive by Fitch),
the parent company of IP, has entered into an agreement with
Exelon Corp. (senior unsecured rated 'BBB+', Rating Outlook
Stable) through which Exelon will acquire substantially all of the
operational assets of IP. The $2.225 billion purchase price
includes the assumption of approximately $1.8 billion of
outstanding IP debt, a $150 million promissory note from Exelon,
and approximately $275 million of cash. The transaction is
contingent upon the Illinois Commerce Commission's approval of the
asset purchase as well as purchase power agreements and the
extension of bundled rates for both IP and Exelon's other Illinois
utility subsidiary, Commonwealth Edison Co. (senior unsecured
rated 'BBB+', Rating Outlook Stable), through 2010.

Other necessary approvals include the Federal Energy Regulatory
Commission, the Securities and Exchange Commission, Hart Scott
Rodino review and other regulatory agencies. In addition, the
passage of legislation that is expected to be introduced in the
Illinois General Assembly during its November session is necessary
to facilitate the acquisition. The legislation would give the ICC
the authority to set rates for four years after the transition
period ends in 2006, as well as complete its review of the
IP/Exelon deal within nine months. Pending the receipt of
approvals, the transaction is expected to close in the fourth
quarter of 2004.

The Rating Watch Positive status applied to IP reflects the higher
rating of Exelon as compared with that of current owner, DYN. The
ratings for IP are constrained by those of DYN due to a large
intercompany note, as well as the structural and functional ties
between the affiliated companies. As part of the transaction with
Exelon, IP will have effectively severed these ties as the $2.3
billion intercompany note will be eliminated and IP will enter
into a new full requirements purchase power agreement with Exelon
subsidiary, Exelon Generation (senior unsecured rated 'BBB+',
Rating Outlook Stable). On a standalone basis, IP has historically
demonstrated a stable financial profile, with low risk
transmission and distribution operations. Following the approvals
required for Exelon's acquisition, the IP business will operate as
a separate subsidiary of Exelon Corp.

IP is a transmission and distribution utility serving more than
590,000 electric and 410,000 gas customers in Decatur, Illinois.
DYN provides electricity, natural gas and natural gas liquids to
wholesale customers in the US and to retail customers in Illinois.


INTEGRATED HEALTH: Court Approves Litchfield Settlement
-------------------------------------------------------
At the Integrated Health Services, Inc. Liquidating LLC's request,
the Court, pursuant to Rule 9019(a) of the Federal Rules of
Bankruptcy Procedure and Section 105(a) of the Bankruptcy Code,
approved a settlement agreement between IHS Liquidating and
Litchfield Investment Company, L.L.C. and dismissed Litchfield's
counterclaim and attorneys' fees claims with prejudice.

Alfred Villoch, III, Esq., at Young, Conaway, Stargatt & Taylor,
LLP, in Wilmington, Delaware, informs the Court that on
August 31, 1994, IHS, Integrated Health Services of Lester, Inc.,
and Litchfield Asset Management Company entered into a Facilities
Agreement, which served as their master transaction agreement.
Pursuant to the Facilities Agreement, among other things, IHS-
Lester agreed to lease 41 long-term care facilities and two
retirement centers from Litchfield Asset Management.

On June 30, 1997, Litchfield Asset Management conveyed certain
rights, title and interest in the Facilities to Litchfield
Investment.  On September 30, 1997, IHS, IHS-Lester and
Litchfield Investment entered into the First Amendment to the
Facilities Agreements, which provided for, among other things,
the termination of the 1994 Leases and the execution of new
leases, effective as of September 30, 1997.  On December 26,
2001, the Court allowed the Debtors to reject these Leases.

                        The Main Claim

On February 1, 2002, IHS and IHS-Lester filed a multi-count
complaint with the Court seeking to recover just over $50,000,000
in refundable lease deposits that were paid to Litchfield
Investment pursuant to the Leases and which had been previously
paid to Litchfield Asset Management pursuant to the 1994 Leases.

On April 3, 2002, IHS and IHS-Lester asked for the Court's
partial summary judgment on a number of the claims in their
Complaint, including the claim that Article 4 2(b) was an
unenforceable penalty clause as a matter of law.  At a hearing on
May 13, 2002, the Court denied IHS and IHS-Lester's request for
partial summary judgment.  Following the Court's decision, Mr.
Villoch reports that the parties engaged in discovery.  On
February 14, 2003, Litchfield Investment asked the Court for
summary judgment on all counts of IHS and IHS-Lester's complaint.
The Court denied the request on April 16, 2003.

          The Counterclaim and Attorneys' Fees Claims

On October 31, 2002, Litchfield Investment filed its first
amended answer which, inter alia, asserted a counterclaim for
breach of contract against IHS and IHS-Lester under the Leases
and sought damages for $950,000 allegedly incurred as a result of
the Debtors' alleged breach of certain postpetition contractual
obligations.  Litchfield Investment also asserted claims for:

   (1) attorneys' fees, costs, and disbursements incurred in
       connection with its defense against the Main Claim, as
       well as any post-trial proceedings and appeals; and

   (2) attorneys' fees, costs, and disbursements incurred in the
       presentation and prosecution of the Counterclaim, as well
       as attorneys' fees, costs, and expenses incurred in any
       post-trial proceeding and appeals.

On March 17, 2003, IHS and IHS-Lester asked the Court for a
summary judgment dismissing the Counterclaim.  IHS and IHS-Lester
argued that:

   -- even assuming that a breach occurred, Litchfield
      Investment is seeking to recover damages it has not
      suffered and will not suffer in the future;

   -- Litchfield Investment did not pay for any repairs made by
      the new tenant;

   -- they are is not liable to the new tenants for any repairs;
      and

   -- Litchfield Investment did not suffer any diminution in
      rent.

In addition, IHS and IHS-Lester argued that if Litchfield
Investment is awarded damages, it would be put in a better
position than it would have occupied had there been no alleged
breach.

Litchfield Investment responded with a cross-motion for partial
summary judgment on April 2, 2003 arguing that Litchfield, not
the new tenant, is responsible for funding the repairs at issue,
IHS and IHS-Lester have not been released from their repair
obligations, and it will not be unjustly enriched.

Mr. Villoch relates that the Court denied both requests on
April 25, 2003.

On June 9, 2003, the Court conducted a trial at which IHS and
IHS-Lester presented their case-in-chief.  At the conclusion of
the hearing, Litchfield Investment moved for judgment as a matter
of law under Rule 7052 of the Federal Rules of Bankruptcy
Procedure.

On August 12, 2003, the Court held a hearing on Litchfield's Rule
7052 motion.  The Court ruled in Litchfield Investment's favor
and granted its request on September 2, 2003.

IHS and IHS-Lester timely filed an appeal on September 11, 2003
and a Rule 7054(a) motion on September 16, 2003 requesting entry
of final judgment so that they could take an immediate appeal of
the Court's order granting Litchfield's Rule 7052 motion.

                         The Stipulation

On September 15, 2003, IHS, IHS-Lester and Litchfield Investment
entered into a Stipulation and Agreement regarding the amount of
attorneys' fees, expert fees, and costs Litchfield Investment
incurred in connection with the Adversary Proceeding.  Under the
Stipulation, the parties agreed, among other things, that
Litchfield's Legal Costs through July 31, 2003 were $447,956 and
that this amount is reasonable.

The parties further stipulated and agreed that:

   (a) Litchfield's Legal Costs from August 1, 2003 through the
       date of the last appeal noticed to the U.S. District
       Court for the District of Delaware for proceedings before
       the Court, will be deemed necessary and reasonable so long
       as the Legal Costs do not exceed $115,000; and

   (b) Litchfield's necessary and reasonable Legal Costs in
       connection with any appeals would not exceed $145,000 for
       the Main Claim and $87,500 for the Counterclaim, depending
       on the number of appeals taken and whether those appeals
       required briefing.

                     The Settlement Agreement

On September 17, 2003, Mr. Villoch reports that IHS Liquidating
accepted a settlement proposal with respect to the Counterclaim
and Attorneys' Fees Claims.  Accordingly, the parties drafted a
settlement agreement.

Under the Settlement Agreement, IHS Liquidating and Litchfield
Investment agreed to settle the Counterclaim and Attorneys' Fees
Claims for $560,000.  The settlement does not alter or limit in
any way IHS Liquidating's rights to continue prosecuting the Main
Claim.

Mr. Villoch contends that the Settlement Agreement fully and
finally resolves, on fair and reasonable terms, the disputed
legal and factual issues related to the Counterclaim and
Attorneys' Fees Claims, the litigation of which undoubtedly would
be both costly and time-consuming.  Having analyzed the merits of
the parties' positions on the Counterclaim and Attorneys' Fees
Claims, and the likely risks and expenses attendant to litigating
the numerous issues emanating from this dispute, IHS Liquidating
determined that entering into a settlement in accordance with the
Settlement Agreement is a more favorable course of action.

Mr. Villoch relates that the Settlement Agreement is the product
of arm's-length negotiations and reflects IHS Liquidating's
extensive analysis and consideration of the relevant legal,
factual and economic issues.  While IHS Liquidating believes that
it has the stronger position on the law and relevant facts and
that the Court should deny Litchfield Investment's Counterclaim
and Attorneys' Fees Claims, there is the risk that Litchfield
Investment could prevail in whole or in part.

The Settlement Agreement allows IHS Liquidating to resolve
disputed legal and factual issues, and to avoid the incurrence of
additional time and expense that would accompany a litigated
resolution.  Preparation for the trial will require IHS
Liquidating and its counsel to expend a significant amount of
time preparing trial and demonstrative exhibits to, inter alia,
counter the 20 Capital Reserve Summaries prepared by Litchfield
Investment's expert, which list $950,000 in recommended capital
reserves for allegedly "immediate" repairs.  Each assessment
prepared by Litchfield Investment's expert describes recommended
capital reserves for items like painting, re-striping of
pavement, seal coating, electrical connection maintenance,
upgrades to larger capacity washers and dryers, and replacement
of roofs and nurse call systems.  Countering each and every
damage claim will be tune consuming and will require extensive
expert preparation and testimony.

Furthermore, the litigation of the Attorneys' Fees Claim will
require IHS Liquidating and its counsel to expend a significant
amount of time researching and preparing briefs to counter
Litchfield's claims.  While the parties stipulated to the amount
of the Attorneys' Fees Claims, the issue of whether Litchfield
Investment is entitled to attorneys' fees at all and if so
whether those claims qualify for administrative priority remains
hotly disputed.

The parties stipulated that Litchfield's Attorneys' Fees Claims
in connection with the Adversary Proceeding are $447,956 through
July 31, 2003 and up to $115,000 for the period from August 1,
2003 until the conclusion of the proceedings before the Court in
the Adversary Proceeding.  Thus, in addition to the $950,000 in
alleged damages Litchfield Investment claimed in its
Counterclaim, IHS Liquidating could also be faced with the
prospect of an additional cost of up to $563,957 for the
Attorneys' Fees Claims should Litchfield Investment prevail on
these claims at trial.

Finally, even if IHS Liquidating were to prevail in litigation
over the Counterclaim and Attorneys' Fees Claims, it would still
likely to incur further time and expense in defending the
decision on appeal.  This potential cost is significant as the
parties stipulated that Litchfield Investment's necessary and
reasonable expenses in connection with any appeals related to the
Main Claim, the Counterclaim, and the Attorneys' Fees Claims
could be up to $232,500, for a total of $796,457.  That is in
addition to the cost to IHS Liquidating of defending the
Counterclaim and Attorneys' Fees Claims and handling any
resulting appeals.

Based on these reasons, and recognizing the risks and costs
attendant to litigating these disputed legal and factual issues,
Mr. Villoch contends that the Settlement Agreement is a more
favorable alternative and that the terms are fair and reasonable.
(Integrated Health Bankruptcy News, Issue No. 66; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


JP APARTMENTS: Case Summary & 21 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: JP Apartments, Inc.
        350 Fifth Avenue
        Suite 3304
        New York, NY 10118

Bankruptcy Case No.: 03-17017

Type of business: Real estate

Chapter 11 Petition Date: November 05, 2003

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Jules A. Epstein, Esq.
                  Jules A Epstein, PC
                  600 Old Country Road
                  Suite 338
                  Garden City, NY 11530
                  (516) 745-0066
                  Fax : (516) 222-1499
                  Email: jaepc1@aol.com

Total Assets: 14,158,000

Total Debts: 10,608,654

List of Debtor's 21 Largest Unsecured Creditors:

Entity                        Nature of Claim     Claim Amount
------                        ---------------     ------------
Alpha And Omega, Inc.                             $225,000
c/o Daniel Cobrink
475 Park Avenue South
16th Floor
New York, NY 10016

Wolf Landau                                       $115,000
c/o Lowenthal & Kofman, PC
Flatbush Financial Center
2001 Flatbush Avenue
Brooklyn, NY 11234

Penina Hodara                                      $90,000
c/o Cooper, Paroff, & Cooper
80-02 Kew Gardens Road
Kew Gardens, NY 11415

Barry Timberg                                      $43,375
c/o Mitchell Nathanson
90 Merrick Avenue
East Meadow, NY 11554

KEYSPAN                       Utility Services     $30,327
Keyspan Delivery
Metro Tech Center
ATT: 15th Floor
LEGAL
Brooklyn, NY 11201
(718) 403-2183

KEYSPAN                       Utility Services     $11,230
Metro Tech Center
ATT: 15th Floor
LEGAL
Brooklyn, NY 11201
(718) 403-2183

KEYSPAN                       Utility Services      $7,389
Metro Tech Center
ATT: 15th Floor
LEGAL
Brooklyn, NY 11201
(718) 403-2183


KEYSPAN                       Utility Services      $7,262
Metro Tech Center
ATT: 15th Floor
LEGAL
Brooklyn, NY 11201
(718) 403-2183


KEYSPAN                       Utility Services      $6,792
Metro Tech Center
ATT: 15th Floor
LEGAL
Brooklyn, NY 11201
(718) 403-2183

KEYSPAN                       Utility Services      $5,079
Metro Tech Center
ATT: 15th Floor
LEGAL
Brooklyn, NY 11201
(718) 403-2183


KEYSPAN                       Utility Services      $5,015
Metro Tech Center
ATT: 15th Floor
LEGAL
Brooklyn, NY 11201
(718) 403-2183

KEYSPAN                       Utility Services      $3,803
Metro Tech Center
ATT: 15th Floor
LEGAL
Brooklyn, NY 11201
(718) 403-2183

KEYSPAN                       Utility Services      $3,392
Metro Tech Center
ATT: 15th Floor
LEGAL
Brooklyn, NY 11201
(718) 403-2183

KEYSPAN                       Utility Services      $3,368
Metro Tech Center
ATT: 15th Floor
LEGAL
Brooklyn, NY 11201
(718) 403-2183

KEYSPAN                       Utility Services      $3,339
Metro Tech Center
ATT: 15th Floor
LEGAL
Brooklyn, NY 11201
(718) 403-2183


Con Edison                    Utility Services      $2,571
Con Edison Law Department
Bankruptcy Group
4 Irving Place, RM 1875 South
New York, NY 10003

KEYSPAN                       Utility Services      $2,056
Metro Tech Center
ATT: 15th Floor
LEGAL
Brooklyn, NY 11201
(718) 403-2183

Con Edison                    Utility Services      $1,391
Con Edison Law Department
Bankruptcy Group
4 Irving Place, RM 1875 South
New York, NY 10003

Con Edison                    Utility Services        $950
Con Edison Law Department
Bankruptcy Group
4 Irving Place, RM 1875 South
New York, NY 10003

Con Edison                    Utility Services        $895
Con Edison Law Department
Bankruptcy Group
4 Irving Place, RM 1875 South
New York, NY 10003

Con Edison                    Utility Services        $861
Con Edison Law Department
Bankruptcy Group
4 Irving Place, RM 1875 South
New York, NY 10003


LINCOLN INT'L: Potter & Company Bolts from Auditing Engagement
--------------------------------------------------------------
On July 28, 2003, Lincoln International Corporation received
written notice from its independent public accountant, Potter &
Company, LLP, that "effective immediately" it would "no longer be
feasible" for them "to provide services for SEC companies" due to
the Sarbanes-Oxley Act.  The company has identified a successor
independent accounting firm to complete its audit.

Lincoln's terminating certifying accountants, Potter & Company,
LLP, have stated that "no disagreements" exist between their firm
and the Company and that the provisions of the Sarbanes-Oxley Act
and the resulting impact on their role as certifying accountants
for the Company in relation to the costs of professional
malpractice insurance was the reason for terminating their
relationship with the Company.

The Company has paid the balance owed to Potter & Company for
their professional services, and they have stated their intention
and willingness to "cooperate with the successor auditor".

The reports of Potter & Company on the financial statements of the
Company for the past two fiscal years were qualified as to
uncertainty about the Company's ability to continue as a going
concern.


LTV CORP: Oil States Asks Court to Appoint Bankruptcy Trustee
-------------------------------------------------------------
Oil States International, Inc., and Oil States Industries, Inc.,
represented by Eric T. Moser, Esq. at Kirkpatrick & Lockhart LLP
in Pittsburgh, asks U.S. Bankruptcy Court Judge Bodoh to appoint a
trustee for the bankruptcy estate of LTV Corporation.

LTV Corp. has no employees and no officers other than persons who
are employees and officers of the other Debtors in these
bankruptcy proceedings.  It has become apparent -- at least to Mr.
Moser and OSI -- that LTV Corp.'s conflicted officers are unable
and unwilling to take the steps necessary to investigate,
prosecute and otherwise maximize the value of substantial
intercompany rights that LTV Corp. has against the other Debtors,
and that LTV Corp. has no one who can legally discharge LTV
Corp.'s fiduciary duties to its estate and creditors in this
regard.

LTV Corp.'s intercompany rights against the other Debtors, which
may total more than $100 million in the aggregate, represent the
largest assets of LTV Corp. -- and the largest source of recovery
for the creditors of LTV Corp.'s estate.  Nevertheless, LTV Corp.
has steadfastly refused to retain independent counsel or
independent financial advisors to investigate or evaluate the
claims or even to conduct an independent analysis of what the
value of those rights is. Instead, based solely on undisclosed
advice of counsel who also represented the other sides on each
claim, and on an evaluation of intercompany rights prepared by the
employees of one of its adversaries, LTV Steel Company, Inc., LTV
Corp.'s current conflicted officers have recently proposed to
release and waive substantially all of its claims in favor of its
affiliated Debtors in exchange for virtually no consideration as
part of a comprehensive Settlement and Release Agreement executed
by all the Debtors.

Under the circumstances, Oil States respectfully submits that LTV
Corp.'s abdication of its fiduciary duty to maximize the value of
its estate for the benefit of its creditors -- indeed, LTV Corp.'s
total inability to advance LTV Corp.'s causes of action and rights
against the other Debtors because LTV Corp.'s only officers are
employees and officers of those other Debtors, with legal duties
of loyalty to those other Debtors -- constitutes compelling cause
for the appointment of a Chapter 11 trustee to investigate,
evaluate, pursue and protect LTV Corp.'s substantial assets.  Oil
States accordingly requests the immediate appointment of such a
trustee.

In accord with the express language of Bankruptcy Code Section
1104(a)(1), courts have consistently held that the appointment of
a trustee is mandatory upon a determination of cause.  Cause
exists for the appointment of a chapter 11 trustee because the
current officers and professional advisers of LTV Corp. are
hopelessly conflicted regarding the intercompany claims and have
not and cannot legally fulfill their fiduciary duties to maximize
and protect the assets of LTV Corp. for its creditors.

                            DIP's Duty

It is axiomatic that a debtor in possession in a chapter 11 case
has a fiduciary duty to maximize the value of its estate for the
benefit of its creditors. The willingness of courts to leave
debtors in possession is premised upon an assurance that the
officers and managing employees can be depended upon to carry out
the fiduciary responsibilities of a trustee.  In order to fulfill
this function of maximizing the estate's value, however, a debtor
in possession must have officers and professional advisors who are
free from debilitating conflicts of interest, so that they can
zealously advance the interests of its creditors.

                      Officers Conflicted

At the present time, LTV Corp. has no employees and only a few
officers, all of whom are also officers of LTV Steel and of almost
all of the other Debtors. Accordingly, in attempting to liquidate
its assets, LTV Corp.'s officers are necessarily subject to
competing and irreconcilable fiduciary duties to the various
estates they serve.

This conflict is acute in the case of intercompany claims between
the various Debtors' estates, which represent far and away the
largest assets of the LTV Corp. estate.  If these officers were to
serve as zealous advocates for the interests of LTV Corp. as
against the other Debtors, they would necessarily be required to
take positions that are directly adverse to the interests of the
other Debtors they serve, thereby violating their fiduciary duties
to those other Debtors' estates.  Alternatively, if they were to
fail to advocate the interests of LTV Corp. as against the other
Debtors, they would necessarily violate their fiduciary duties to
LTV Corp.

Faced with this Hobson's choice, LTV Corp.'s officers elected to
serve solely as "brokers" of an intercompany settlement hammered
out by other constituencies -- none of whom represented the
interests of LTV Corp. Unfortunately, this involved an abdication
of their responsibility to advance the rights of LTV Corp. (and
its creditors) by vigorously asserting and pursuing intercompany
claims against the estates of the other Debtors, and constitutes
cause for the appointment of a Chapter 11 trustee.

                      Counsel Conflicted

The need for a trustee for LTV Corp. in this case is particularly
overwhelming because LTV Corp.'s supposed "counsel" on
intercompany claim matters is also subject to irreconcilable
conflicts of interest, preventing them from independently
evaluating and advising LTV Corp. on its legal position and from
serving as zealous advocates for the interests of their client. In
fact, they purport to represent the inherently conflicting
interests of all of the competing Debtors in connection with the
Intercompany Settlement, despite the fact that the Bankruptcy Code
expressly prohibits a debtor's professionals from simultaneously
representing both a debtor and interests adverse to the debtor's
estate.

Under the circumstances, where huge intercompany claims and rights
against other affiliated Debtors are the principal remaining asset
of LTV Corp.'s estate and there is no unconflicted officer or
employee to act for LTV Corp. and no unconflicted professionals to
evaluate, advise, and pursue those claims, cause clearly exists
for the appointment of a trustee for the estate of LTV Corp.

          Intercompany Settlement Is Gross Mismanagement

LTV Corp.'s records state that at the beginning of its Chapter 11
case, LTV Corp. owned almost $40 million in cash and cash
equivalents.  In addition, shortly after the filing of its case,
LTV Corp. received an additional $14.6 million in cash from Oil
States.  Incredibly, however, despite repeated requests from Oil
States, LTV Corp.'s officers have been unable to provide a
meaningful explanation of what happened to this more than $54
million in assets, some portion of which (or perhaps all of which,
LTV Corp. does not say) apparently somehow was transferred to or
for the benefit of LTV Corp.'s affiliated Debtors during the LTV
Corp. bankruptcy.

This wholesale abandonment of assets and inability to account for
assets constitutes gross mismanagement of the assets of LTV Corp.,
to the resulting apparent benefit of other affiliates, and is
further cause for the appointment of a Chapter 11 trustee. (LTV
Bankruptcy News, Issue No. 57; Bankruptcy Creditors' Service,
Inc., 609/392-00900)


MARINER POST-ACUTE: Asks Court to Estimate Tort Claim Liability
---------------------------------------------------------------
The Mariner Post-Acute Network, Inc., and Mariner Health Group
Debtors ask the Court to estimate the maximum amount of certain
personal injury claims so they can establish a reserve in that
amount and make the initial, pro rata distribution to the holders
of allowed unsecured claims.

Specifically, the Reorganized Debtors want the Court to estimate
the amount of 162 MPAN and 65 MHG personal injury claims.  The
Reorganized Debtors believe that most of the personal injury
claims exceed their maximum potential liability on the claims,
given the insurance available for the claims.

The Reorganized Debtors explain that a determination is the only
obstacle to making a distribution under the Plan to the holders
of 17,000 MPAN and 4,500 MHG Allowed Claims.  The Plan is a pro
rata plan, meaning all general unsecured creditors shares pro
rate in a fixed amount of stock and warrants in Reorganized
Mariner.  Due to this nature, one cannot calculate any creditor's
distribution until all claims are estimated or liquidated.

Pursuant to the Plan, the Estimated Maximum Amount of a claim is
the greater amount that the claim may be allowed for purposes of
distributions and reserves under the Plan.  A determination of
the Estimated Maximum Amount does not preclude the Debtors from
continuing to dispute the validity of the remainder of the claim,
but ensures that the amount of the Allowed Claim for Plan
purposes will not in any event exceed the Estimate Maximum
Amount.

The Reorganized Debtors clarify that the fixing of an Estimated
Maximum Amount is solely for the purpose of determining the
distributions to be made from the estates pursuant to the Plan
and maintaining the reserves for the claim.  The fixing of an
Estimated Maximum Amount will not be deemed to establish the
allowed claim amount for any purpose unrelated to determining the
distributions to be made from the estates and maintaining the
reserves.

Some of the claims are covered by insurance to some extent,
depending on the facility and the date of loss.  In some
instances, a claimant has alleged that the acts occurred crossing
multiple insurance policy years or insurance policies themselves.
In that case, to provide for the maximum possible amount of the
claim against the estate, the Debtors propose an Estimated
Maximum Amount of the claim as the aggregate of the self-insured
retention or deductible for each policy year.

In some instances, the claims allege fraud, elder abuse, or some
other acts that are not covered by insurance.  These allegations
are made to enable a claimant to seek punitive damages or to
escape damage caps under state law.  The Debtors assure the Court
that the actual damage suffered by these claimants are the same
as those suffered for ordinary negligence.  Since no distribution
is made on account of punitive damages under the Plan, the
Debtors did not assume the existence of any caps on actual
damages in arriving at the proposed Estimated Maximum Amount.

Some of the 227 MPAN and MHG personal injury claims and the
Estimated Maximum Amount the Reorganized Debtors proposed are:

                                                  Estimated
   MPAN Creditor Name             Claim No.     Maximum Amount
   ------------------             ---------     --------------
   Alvarado, Jesus                   9576        $1,000,000
   Alvarado, Juan                    9578         1,000,000
   Alvarado, Hector                  9580         1,000,000
   Barerra, Melquidez                9404         1,000,000
   Barerra, Soila                    9403         1,000,000
   Bean, Leanna                      9401         1,500,000
   Benevides, Patricia               9577         1,000,000
   Bew, Mosetta                      7758           500,000
   Blann, Jettie                     7757         1,000,000
   Chadbourne, Sherley Ann           4000           500,000
   Christian, Willie                 7756         1,000,000
   Clark, Jennie Johnson             9394         1,000,000
   Coston, Mable Audrey              9246         1,000,000
   Crawford, Lola                    9501         1,000,000
   Crook, Mamie                      7755         1,000,000
   Crow, John Henry                  2749         1,000,000
   DeGraef, Johanna                 10333         1,000,000
   Edwards, Charles                  7754         1,000,000
   Moore, Cleo                      10392         1,500,000
   Pitts, Dovie                      7747         1,500,000
   Sanders, Willie                  10154         1,500,000
   Stephens, Felcie                  9519         1,000,000
   Sledge, Bennie                    9359         1,500,000
   Smith, Alan                       9360         1,000,000
   Sanders, Hollis                   7742         1,000,000
   Cammorota, Pasquale              10465         1,000,000
   Cooper, Shirley                  10460         1,500,000
   Covert, Donald                    9413         1,000,000
   Gray, Lillie Mae                  6500         1,000,000
                                     6892         1,000,000
                                     6890         1,000,000
                                     6859         1,000,000
   Green, Rebecca                    7344         1,000,000
   Hinojosa, Gilberto                5956         1,000,000
   Hollinger, Susie                 10458         1,500,000
                                    10459         1,500,000
   Kitcher, Barbara Margaret         9415         1,000,000
   Le Vee, Frances Enid             10388         1,000,000
   Mency, Narvis                     9416         1,000,000
   Neyra, Lenin                      1283         1,000,000
   Nunez, Celia                      8191         1,000,000
   Pena, Amanda                      8188         1,000,000
   Wenckens, Harold                  1284         1,000,000
   Williams, Booker                  2016         1,000,000
                                     6393

                                                  Estimated
   MHG Creditor Name              Claim No.     Maximum Amount
   -----------------              ---------     --------------
   Bright, Bennie                    1909        $1,000,000
   Bruno, Ewart                      2720         1,000,000
   Clark, Jennie Johnson             3359         1,000,000
   Correll, Margarita                1296         1,000,000
   Crawford, Lola                    3434         1,000,000
   Franks, Themer                    1719         1,000,000
   Jones, Clara                      3615         1,000,000
   Lasita, Josephine                 3381         1,000,000
   Lawson, Eleanor                   3382         1,000,000
   Meizinger, Mary                   3905         1,000,000
   Milam, Georgia                    3909         1,000,000
   Mosier, Troy Lee                  2487         1,000,000
   North Lonnie                      2761           100,000
   Pagan, Angela                     3912         1,000,000
   Phelps, Frances                   3469         1,000,000
   Richards, Mary Grace              3918         1,000,000
   Sanders, Willie                   3681         1,500,000
   Schram, Helen                     2714         1,000,000
   Smith, Alan                       3370         1,000,000
   Thomas, Joseph                    1867         1,000,000
   Urias, Dolores                    3365         1,000,000
   Winbush, Christine               50006         1,000,000
   Aviles, Carmen                    3227         1,000,000
   Bonk, Ann                         2552         1,000,000
   Eythell, Vivan                    3869         1,000,000
   Foote, John                       1907         1,000,000
   Maisonet, Petra                   3224         1,000,000
   Perdomo, Ana                      3226         1,000,000
   Ramuno, Dolores                   3963         1,000,000

The Reorganized Debtors contend that the proposed Estimated
Maximum Amount is reasonable given the ability of insurance
dollars, the Plan provisions and the measure of actual damages
for the claim.  Although the Reorganized Debtors recognize that
it is possible for the aggregate amount of all allowed personal
injury claims, when finally litigated and liquidated, to exceed
the insurance coverage available for a particular year, they
contend that the possibility is very remote.  In the history of
the Reorganized Debtors and their predecessors, the insurance
coverage has never been exceeded.

            Withdrawal of Bankruptcy Court Reference

While the Reorganized Debtors believe that the Bankruptcy Court
has jurisdiction to hear their request, they are aware that
certain affected personal injury plaintiffs may contend that the
matter is non-core and that the Bankruptcy Court lacks
jurisdiction to hear it under 28 U.S.C. Sections 157(b)(2)(B) and
157(b)(5).  These personal injury plaintiffs may characterize the
matter as seeking the estimation of personal injury tort claims
for purposes of allowance of the claims and subsequent
distribution.

Without waiving their right to assert that the Bankruptcy Court
may estimate personal injury claims, the Reorganized Debtors ask
Judge Walrath to withdraw the reference of the request from the
Bankruptcy Court to the U.S. District Court for the District of
Delaware to facilitate the timely resolution of the request.

The Reorganized Debtors explain that a timely resolution of the
matter is crucial to thousands of creditors.  Because the Plan is
a pro rata plan all general unsecured creditors share pro rate in
a fixed amount of stock and warrants in reorganized Mariner.  As
a result, one cannot calculate any creditor's distribution until
all claims are estimated or liquidated.  The Debtors prefer to
have the Bankruptcy Court resolve the matter quickly rather than
cause several months of delay fighting with certain personal
injury plaintiffs over which court should hear the request.  Even
if the personal injury plaintiffs are wrong, months may be wasted
litigating over a forum, prejudicing the rights of thousands of
creditors to receive distributions while this procedural
wrangling takes place. (Mariner Bankruptcy News, Issue No. 52;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


MCDERMOTT INT'L: Sept. 30 Net Capital Deficit Widens to $420 Mil
----------------------------------------------------------------
McDermott International, Inc. (NYSE: MDR) reported income from
continuing operations of $10.1 million, or 15 cents per diluted
share, for the third quarter of 2003 compared to a loss from
continuing operations of $366.3 million, or $5.91 per diluted
share, for the same period in 2002. Including $1.7 million of
income from discontinued operations, net income for the 2003 third
quarter was $11.8 million, or 18 cents per diluted share. Net loss
for the third quarter of 2002 was $357.1 million, or $5.76 per
diluted share, which included income from discontinued operations
of $9.3 million. Weighted average common shares outstanding on a
fully diluted basis were 66.7 million and 62.0 million for
September 30, 2003 and September 30, 2002, respectively.

Revenues in the third quarter of 2003 increased 49.8 percent, to
$645.3 million, compared to the corresponding period in 2002. The
growth in revenues is due to increased activity in the Marine
Construction Services segment, partially offset by the loss of
revenues from the Power Generation Systems segment due to the sale
of Babcock & Wilcox Volund ApS in October 2002.

Third quarter 2003 operating income was $8.4 million, which
included a $19.9 million increase in the Company's estimate of the
costs necessary to complete the EPIC Spar projects by J. Ray,
primarily the Front Runner spar, and a $20.7 million non-cash
qualified pension plan expense in the Corporate segment. The 2002
third quarter operating loss of $367.2 million included a $313.0
million impairment of goodwill, a $3.9 million impairment of an
international joint venture and a $65.2 million loss from the EPIC
Spar projects, all at J. Ray and a $4.2 million non-cash qualified
pension plan expense in the Corporate segment.

"We demonstrated solid progress during the quarter," said Bruce W.
Wilkinson, chairman of the board and chief executive officer of
McDermott. "Our operating businesses, J. Ray and BWXT, showed
marked improvement versus a year ago, with both groups
contributing to our earnings this quarter. J. Ray's increased
activity during this strong third quarter contributed to its
operating income and although our expected costs to complete the
spars increased, primarily on Front Runner, I am encouraged by the
solid earnings power that J. Ray demonstrated absent these
increased costs. I believe J. Ray's improved focus on financial
discipline will produce results over the long-term. I am
particularly pleased with the consistent, year-over-year
improvements at our BWXT operations. Its improving performance is
commendable."

The Company's other income for the third quarter of 2003 was $6.9
million, compared to other expense of $3.4 million in the third
quarter of 2002. The year-over-year improvement is primarily due
to a $9.7 million pretax ($8.2 million after-tax) reduction in the
estimated costs related to The Babcock & Wilcox Company Chapter 11
settlement.

                        RESULTS OF OPERATIONS

          2003 Third Quarter Compared to 2002 Third Quarter

Marine Construction Services Segment

Revenues from the Marine Construction Services segment, which
consists of J. Ray McDermott and its subsidiaries, increased 85
percent to $512.3 million in the 2003 third quarter. The revenue
growth resulted from increased activity on fabrication and marine
installation projects in all geographic areas where J. Ray
operates, other than the Gulf of Mexico.

The operating income for the 2003 third quarter was $11.9 million.
Major projects contributing to 2003 third quarter operating income
were the fabrication of topsides and marine installation of
topsides and pipelines for projects in the Azerbaijani sector of
the Caspian Sea, topsides fabrication work in the Morgan City
fabrication facility, and deck fabrication and installation
projects for an offshore operator in Vietnam. Selling, general and
administrative expenses were $1.8 million lower in the 2003 third
quarter compared to the 2002 third quarter. The 2003 third quarter
included $19.9 million of increased costs associated with the Spar
projects, primarily the Front Runner spar, while the 2002 third
quarter included $65.2 million of Spar-related losses and $313
million of goodwill impairment.

At September 30, 2003, J. Ray's backlog of $1.5 billion included
$213 million related to contracts in loss positions. Of this
amount, $137 million related to uncompleted work on the Spar
projects and $71 million related to the Carina Aries project in
Argentina. J. Ray's backlog was $1.8 billion and $2.1 billion at
June 30, 2003 and at December 31, 2002, respectively.

Government Operations Segment

The Government Operations segment consists primarily of BWX
Technologies, Inc. ("BWXT"). Revenues in this segment decreased
$3.2 million to $133.0 million in the 2003 third quarter primarily
due to lower revenues from a management and operations contract in
Ohio, partially offset by higher volumes from the manufacture of
nuclear components for certain U.S. government programs.

Operating income increased 75 percent to $21.4 million in the 2003
third quarter, primarily due to the following:

-- higher volumes from the manufacture of nuclear components for
   certain U.S. government programs

-- improved operating results from joint ventures in Idaho,
   Louisiana, and Tennessee

-- better margins from the commercial nuclear environmental
   services

-- reduced spending on fuel cell research and development projects

These items were partially offset by lower volumes at other
government manufacturing operations, and higher general and
administrative expenses due to increased facility management
oversight costs.

At September 30, 2003, BWXT's backlog was $1.4 billion, compared
to backlog of $1.5 billion and $1.7 billion at June 30, 2003 and
December 31, 2002, respectively.

Corporate

Corporate expenses were $25.0 million in the 2003 third quarter,
an increase of $18.7 million, primarily due to higher noncash
qualified pension plan expense as a result of year-end 2002
changes in the discount rate and plan asset performance.
Additionally, the financial performance of the Company's captive
insurance companies was less favorable during the 2003 third
quarter compared to the same period in 2002.

Other Income and Expense

Net interest expense was $3.1 million in the 2003 third quarter
compared to $1.4 million in the 2002 third quarter, due to higher
interest rates associated with the Company's credit facility, and
lower interest income due to a decrease in the amount of
investments held combined with lower average interest rates earned
on the investments.

During the 2003 third quarter, revaluation of certain components
of the estimated settlement cost related to the Chapter 11
proceedings involving B&W resulted in a decrease in the estimated
cost of the settlement to $92.0 million resulting in the
recognition of other income of $9.7 million ($8.2 million after
tax). The consideration to be provided in the proposed settlement
includes, among other things, McDermott common stock, a share
price guaranty obligation and a promissory note. The decrease in
the estimated settlement cost is due primarily to a decline in the
price of McDermott's common stock from $6.33 per share at June 30,
2003 to $5.71 per share at September 30, 2003. The Company is
required to revalue certain components of the estimated settlement
cost quarterly and at the time the securities are issued, assuming
the settlement is finalized. Assuming issuance of the debt and
equity securities, the Company will record such amounts as either
liabilities or stockholders' equity based on the nature of the
individual securities. Thereafter, only the 3-year share price
guaranty will be required to be revalued on an ongoing quarterly
basis.

The Company reported other income of $0.3 million in the 2003
third quarter compared to other expense of $1.9 million in the
2002 third quarter due to minority interest income associated with
a J. Ray joint venture and an increase in foreign currency
transaction gains.

Provision for income taxes during the third quarter of 2003 was
$5.1 million, compared to a benefit from income taxes of $4.3
million during the same period of 2002. The $9.4 million variance
was due to the increase in pretax income combined with the
changing mix of income earned in various tax jurisdictions.

                     DISCONTINUED OPERATIONS

In August 2003, the Company completed the sale of Menck GmbH,
formerly a component of the Marine Construction Services segment.
Accordingly, for the three and nine months ended September 30,
2003 and September 30, 2002, the Company has reported the results
of operations for Menck as discontinued operations.

Hudson Products Corporation was sold in July 2002. Accordingly,
for the three and nine months ended September 30, 2002, the
Company has reported the results of operations for HPC as
discontinued operations.

                   THE BABCOCK & WILCOX COMPANY

The Company wrote off its investment in B&W of $224.7 million
during the second quarter of 2002 and has not consolidated B&W
with McDermott's financial results since B&W's Chapter 11
bankruptcy filing on February 22, 2000. B&W's revenues increased
$1.6 million to $318.5 million in the third quarter of 2003. Net
income for the 2003 third quarter was $15.4 million, an increase
of $5.4 million versus the corresponding period in 2002.

                           LIQUIDITY

On a consolidated basis, the Company incurred negative cash flows
for the first three quarters of 2003 and expects to incur negative
cash flows from operations during the remainder of 2003 and in the
first three quarters of 2004, primarily due to losses on the Spar
projects and the Argentina project at J. Ray.

Completion of the Spar projects and the Carina Aries project in
Argentina has and will continue to put a strain on J. Ray's
liquidity. J. Ray intends to fund its negative cash flow through
new financing arrangements and sales of non-strategic assets. For
the 2003 year, the Company anticipates negative operating cash
flows before capital expenditures of between $100 million to $120
million. At October 28, 2003, the Company had liquidity of $199
million, which included unrestricted cash of $139 million and
borrowing capacity under its existing credit facilities of $60
million.

The Company is in the process of refinancing BWXT on a stand-alone
basis and has received a commitment letter from a commercial bank
to underwrite a three-year $125 million revolving credit facility,
which may be increased to $150 million. This commitment is subject
to the successful refinancing of J. Ray on a stand-alone basis.
The Company is developing new financing arrangements for J. Ray
and expects to close the BWXT and J. Ray financings simultaneously
during the fourth quarter of 2003.

The Company's ability to obtain new financing for J. Ray will
depend on numerous factors, including J. Ray's operating
performance and overall market conditions. If the Company is
unable to obtain new financing arrangements, J. Ray's ability to
pursue additional projects, which often require letters of credit,
and its liquidity will be adversely impacted. These factors
continue to cause substantial doubt about J. Ray's ability to
continue as a going concern.

McDermott's September 30, 2003 balance sheet shows a working
capital deficit of about $100 million, and a total shareholders'
equity deficit of about $420 million.

McDermott International, Inc. is a leading worldwide energy
services company. The Company's subsidiaries provide engineering,
fabrication, installation, procurement, research, manufacturing,
environmental systems, project management and facility management
services to a variety of customers in the energy and power
industries, including the U.S. Department of Energy.


MEASUREMENT SPECIALTIES: Q2 Results Enter Positive Territory
------------------------------------------------------------
Measurement Specialties, Inc. (Amex: MSS), a designer and
manufacturer of sensors and sensor-based consumer products,
reported financial results for its three and six month periods
ended September 30, 2003.

The Company reported income from continuing operations for the
three months ended September 30, 2003 of $1.7 million, or $0.12
per share (diluted), as compared to a loss of $1.0 million, or a
loss of $0.09 per share (diluted), for the same period last year.
Pro forma income from continuing operations (which excludes non-
cash equity based compensation), increased to $3.6 million in the
quarter ended September 30, 2003, or $0.26 per share (diluted), as
compared to a loss of $1.0 million for the same period last year,
or a loss of $0.09 per share (diluted). For the six months ended
September 30, 2003, the Company reported income from continuing
operations of $5.4 million, or $0.39 per share (diluted), as
compared to a loss of $3.2 million, or a loss of $0.27 per share
(diluted) for the same period last year. Pro forma income from
continuing operations increased to $7.3 million, or $0.54 per
share (diluted) for the six month period ended September 30, 2003,
as compared to a loss of $3.2 million, or a loss of $0.27 per
share (diluted), for the same period last year. Please refer to
the notes and reconciliation's relating to non-GAAP financial
measures contained in this press release.

"Excluding the non-cash warrant charge, the second quarter results
were generally in line with our expectations and guidance provided
at the annual shareholder's meeting in September," commented Frank
Guidone, Company CEO. Guidone continued, "The decline in net sales
over last year is largely a timing issue associated to consumer
shipments. We are expecting a strong third quarter, particularly
in consumer. Third quarter net sales in the Sensor Division should
beat the first quarter sales of $14.8 million, and sales in the
Consumer Division -- benefiting from the seasonal lift -- should
exceed $17 million."

               Three Months Ended September 30, 2003

For the three months ended September 30, 2003, net sales decreased
11.6% to $28.6 million, as compared to $32.3 million for the three
months ended September 30, 2002. For the three months ended
September 30, 2003, net sales in the Sensors division increased
1.6% to $14.2 million, as compared to $14.0 million for the same
period last year. Net sales in the Consumer Products division
decreased 21.6% to $14.3 million for the three months ended
September 30, 2003, as compared to $18.3 million for the same
period last year.

For the three months ended September 30, 2003, gross profit
increased $1.6 million to $12.3 million, from $10.7 million for
the three months ended September 30, 2002. For the three months
ended September 30, 2003, the Company reported gross margin as a
percent of sales of 43.1%, as compared to 33.1% for the same
period last year. The improvement in gross margin as a percent of
sales was largely the result of the implementation of the
restructuring plan, improved production planning, and cost control
efforts.

Operating expenses were $10.2 million for the three months ended
September 30, 2003, as compared to $11.0 million for the same
period last year. Included in the operating expenses for the three
months ended September 30, 2003 is a $1.8 million non-cash equity
based compensation charge, as well as increased accruals
associated with the employee profit sharing plan as a result of
the company's improved financial performance. For the three months
ended September 30, 2002, the Company had incurred approximately
$2.5 million in legal and professional fees over the current year
levels. In addition, the three months ended September 30, 2002
included restructuring costs of $0.5 million.

                       Six Months Results

For the six months ended September 30, 2003, net sales decreased
2.5% to $54.6 million, compared to $56.0 million for the six
months ended September 30, 2002. Sensors division sales increased
$2.5 million, or 9.3%, to $29.0 million for the six months ended
September 30, 2003, from $26.5 million for the same period last
year. Consumer Products division sales decreased $3.9 million, or
13.2%, to $25.6 million for the six months ended September 30,
2003 from $29.5 million for the same period last year.

For the six months ended September 30, 2003, gross profit
increased $6.3 million, or 33.9% to $24.9 million, from $18.6
million for the same period last year. For the six months ended
September 30, 2003, the Company reported gross margin as a percent
of sales of 45.6 %, as compared to 33.2 % for the same period last
year. The improvement in gross margin as a percent of sales was
also largely the result of the implementation of the restructuring
plan, improved production planning, and cost control efforts.

Operating expenses for the six months ended September 30, 2003
were $18.7 million, as compared to $20.4 million for the same
period last year. Included in the operating expenses for the six
months period ended September 30, 2003, is a $1.9 million non-cash
equity based compensation charge, as well as increased accruals
associated with the employee profit sharing plan as a result of
the company's improved financial performance. For the six months
ended September 30, 2002, the Company had incurred approximately
$3.0 million in legal and professional fees over the current year
levels. In addition, the three months ended September 30, 2002
included restructuring costs of $1.1 million.

The fully diluted share count includes the effect of all vested
and unvested option shares granted last November under the
1995/1998 MSI Incentive Stock Option Plan, as well as all vested
and unvested warrant shares granted under the current CEO's stock
compensation plan.

Measurement Specialties is a designer and manufacturer of sensors,
and sensor-based consumer products. Measurement Specialties
produces a wide variety of sensors that use advanced technologies
to measure precise ranges of physical characteristics, including
pressure, motion, force, displacement, angle, flow, and distance.
Measurement Specialties uses multiple advanced technologies,
including piezoresistive, application specific integrated circuits
(ASICs), micro-electromechanical systems (MEMS), piezopolymers,
and strain gages to allow their sensors to operate precisely and
cost effectively.

                             *     *     *

                       Going Concern Uncertainty

As previously reported, Measurement Specialties' independent
accountants Grant Thornton LLP, in its Auditors' Report dated
May 20, 2003, stated:

"The accompanying [sic] consolidated financial statements have
been prepared assuming that the Company will continue as a going
concern...[T]he Company incurred net losses of $9,097,000 and
$29,047,000 for the fiscal years ended March 31, 2003 and 2002,
respectively.  Additionally, the Company is a defendant in a
class action lawsuit and is also the subject of investigations
being conducted by the Division of Enforcement of the United
States Securities and Exchange Commission and the United States
Attorney for the District of New Jersey.  These factors, among
others, raise substantial doubt about the Company's ability to
continue as a going concern.  The consolidated financial
statements do not include any adjustments that might result from
the outcome of this uncertainty."


MERCURY AIR: Will File Form 10-K for FY 2003 by November 12
-----------------------------------------------------------
Mercury Air Group, Inc. (Amex: MAX; PCX) has informed the American
Stock Exchange that the Company intends on filing its Annual
Report on Form 10-K for its fiscal year ended June 30, 2003 no
later than November 12, 2003.

On October 15, 2003, the Company notified the American Stock
Exchange it was delaying the filing of its annual report to allow
additional time for the completion of the audit of its financial
statements.  Since then, the Company has provided its auditors
with the information required and expects to complete the
preparation and audit of its financial statements within the next
week.  The Company does not believe that the continuing audit
indicates any underlying weaknesses in the Company's financial
condition or prospects.

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

                         *    *    *

As reported in Troubled Company Reporter's October 30, 2003
edition, Allied Capital Corporation (NYSE: ALD) acquired Mercury
Air's $24.0 million Senior Subordinated 12% Note Due December 31,
2005 from J.H. Whitney Co. Mezzanine Fund and has also entered
into a definitive agreement, subject to Mercury's stockholders'
approval, the completion of due diligence and regulatory agency
consents, for Allied to purchase 100% of the stock of Mercury Air
Centers, Inc., the wholly-owned subsidiary of Mercury Air Group
which provides fixed base operations at 19 locations throughout
the United States.

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

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


MIRANT CORP: MAGI Committee Signs-Up Cox & Smith as Co-Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Mirant Americas
Generation, LLC seeks the Court's authority to retain Cox & Smith
Inc. as its co-counsel, nunc pro tunc to July 25, 2003.

Charles Greer, Co-Chair of the MAGI Committee, informs the Court
that the MAGI Committee selected Cox & Smith because of its
extensive experience in bankruptcy and reorganization matters.

As co-counsel, Cox & Smith is expected to:

   a. consult with the Debtors and their counsel, Cadwalader,
      Wickersham & Taft, concerning the administration of the
      case;

   b. investigate the acts, conduct, assets, liabilities and
      financial condition of the Debtors, the operation of the
      Debtors' business and the desirability to continue in this
      business, and any other matters relevant to the cases or
      to the formulation of a plan;

   c. participate in the formulation of a plan and advise those
      represented by the MAGI Committee of the MAGI Committee's
      determination as to any plan of reorganization;

   d. potentially request the appointment of a trustee or
      examiner under Section 1104 of the Bankruptcy Code, in the
      event that the MAGI Committee believes that the
      circumstances of the case require that action; and

   e. perform all other legal services on behalf of the MAGI
      Committee in connection with these Chapter 11 cases.

Cox & Smith will seek compensation for the services rendered on
an hourly basis plus reimbursement of actual, necessary expenses
incurred.  The primary attorneys and paralegals who will
represent the MAGI Committee and their current hourly rates are:

   a. Deborah D. Williamson, Shareholder       $450
   b. Carol E. Jendrzey, Shareholder            275
   c. Thomas Rice, Associate                    240
   d. Michelle Latham, Paralegal                 90

Ms. Williamson relates that as part of the internal due diligence
regarding potential conflicts, Cox & Smith discovered that one of
its shareholders, Gardner Kendrick, currently holds 23 shares of
stock in Mirant Corporation.  Mr. Kendrick has made arrangements
to donate these shares to Trinity Baptist Church of San Antonio.
Once the transfer is complete, Mr. Kendrick will have no control
over any disposition of the shares.  In the interim, Cox & Smith
is taking appropriate measures to ensure that Mr. Kendrick is
screened from receiving any confidential or non-public
information until the transfer of the shares is complete.  Ms.
Williamson assures Judge Lynn that no other attorney with Cox &
Smith has any other connection with or any interest adverse to
the Debtors, their creditors or any other party-in-interest, or
their attorneys and consultants.

According to Ms. Williamson, prior to the appointment of the MAGI
Committee, Cox & Smith did represent certain MAGI bondholders in
connection with these bankruptcy cases.  As a condition to
acceptance of the employment as counsel to the MAGI Committee,
Cox & Smith will not continue to represent the interests of any
individual bondholder or creditor of any of the Debtors.  Thus,
Ms. Williamson assures the Court that Cox & Smith is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                          *     *     *

On an interim basis, the Court authorizes the MAGI Committee to
retain Cox & Smith effective as of July 25, 2003. (Mirant
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


NORTHWOODS CAPITAL: Fitch Affirms BB $7MM Class VI Notes Rating
---------------------------------------------------------------
Fitch Ratings affirms seven classes of notes issued by Northwoods
Capital II, Ltd. These affirmations are the result of Fitch's
annual review process. The following rating actions are effective
immediately:

     - $229,000,000 class I senior notes 'AAA';

     - $76,000,000 class II senior notes 'AA';

     - $36,000,000 class III mezzanine notes 'A';

     - $35,000,000 class IV mezzanine notes 'BBB+';

     - $12,000,000 class V mezzanine notes 'BBB';

     - $7,000,000 class VI mezzanine notes 'BB';

     - $10,000,000 combination notes 'BBB'.

Northwoods II is a collateralized loan obligation managed by
Angelo, Gordon & Co.  The CLO was issued March 23, 2000 and is
primarily comprised of high yield senior secured loans. Fitch has
reviewed in detail the portfolio performance of Northwoods II. In
conjunction with this review, Fitch discussed the current state of
the portfolio with the asset manager and their portfolio
management strategy going forward. Angelo Gordon is a private
investment firm based in New York City that is focused on
alternative investments. The firm currently manages over $10
billion in assets. Angelo Gordon has historically invested in
distressed assets. While Northwoods II has a 20% bucket for
discounted senior secured loans, Angelo Gordon is currently
focusing on the par senior secured loans for the portfolio.

The Northwoods II portfolio has experienced some deterioration
since its inception, with a reduction in its overcollateralization
levels of approximately 4%. The target par amount of the portfolio
at inception was $423 million. The overcollateralization test
balance, which discounts defaulted assets at the lower of market
price or recovery and values discounted asset purchases at par,
was as high as $429 million in September 2000 and as low as $405
million in April 2003.

As of the latest available trustee report, the OC test balance is
currently approximately $411 million, which is available to cover
$395 million of rated liabilities. The $6 million improvement in
the OC test balance from April 2003, is partially attributed to
realized gains on previously defaulted securities. The current
portfolio has $22 million of defaulted securities which represents
5.8% of the total collateral balance (excluding cash).

Approximately half of the defaulted assets are currently trading
above the assumed recovery rate for the OC test balance
calculation. Angelo, Gordon has been successfully managing this
portfolio and as a result, the portfolio is currently passing all
of its performance tests under Fitch guidelines.

Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates going forward relative to the minimum cumulative
default rates required for the rated liabilities. As a result of
this analysis, Fitch has determined that the original ratings
assigned to the notes still reflect the current risk to
noteholders.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


NRG ENERGY: Wants Approval of Beijing Guohua Sale Agreement
-----------------------------------------------------------
Xcel Enterprises, Inc. acquired certain Sale Assets from General
Electric International, Inc. under a purchase agreement, dated
October 3, 2000.  The Sale Assets consist of two combustion
turbines, one steam turbine generator and certain related
equipment.  Pursuant to an assignment and assumption agreement,
Xcel transferred all of its rights and interests under the
purchase agreement to the NRG Energy Debtors.  Subsequently, the
Debtors renegotiated the terms of the purchase agreement and
entered into a new purchase agreement dated April 12, 2001 with
General Electric Energy Products France SNC and General Electric
Power Systems Inc.  Pursuant to the renegotiated terms, NRG
remitted certain payments to GE and delivered the Sale Assets into
storage in three separate locations.  The monthly storage charges
are $97,000 per month.

In September 2002, the Debtors engaged the services of various
marketing brokers in an effort to obtain the best possible price
for the Sale Assets and curb the unnecessary storage costs.  The
Debtors and its various brokers implemented several measures to
locate a buyer for the Sale Assets, including advertising in
industry publications and websites, and distributing
informational fliers at various equipment shows held in Brussels,
Helsinki, Singapore and Nigeria.

Michael A. Cohen, Esq., at Kirkland & Ellis, in New York, relates
that the Marketing Campaign generated communications of interest
from 11 different buyers.  In May 2003, the Debtors received a
formal offer to purchase the Sale Assets from Beijing Guohua
Electric Power Corporation for $80,422,700.  The only other
bidder presented a written proposal for a significantly lower
purchase price of $50,000,000, followed by a second bid of
$58,000,000.

Subsequently, the Debtors and Beijing Guohua entered into the
Purchase Agreement for the sale of the Sale Assets.
Concurrently, the Debtors intend to assign to Beijing Guohua its
rights under the GE Agreement through a consent, assignment and
assumption agreement.  Furthermore:

   (a) GE has reviewed all of the documentation related to the
       sale, and has executed the Consent Agreement;

   (b) the advisors for the Official Committee of Unsecured
       Creditors agreed to support the Sale; and

   (c) the Debtors' Board of Directors unanimously approved the
       Sale.

At the Debtors' request, the Court approved the Purchase
Agreement for the sale of the Sale Assets to Beijing Guohua and
authorized the Debtors to take all necessary action to further
the consummation of the sale.

Mr. Cohen relates that the Sale will liquidate unwanted assets
and free-up additional cash for the benefit of the Debtors'
estates and creditors, result an actual pre-tax gain for the
Debtors, and eliminate the Debtors' ongoing obligations related
to the Sale Assets.

Mr. Cohen also points out that purchase price is significantly
higher than the high end of the valuation range for the Sale
Assets.  On consummation of the Sale, Beijing Guohua will pay:

   (a) $7,493,259 to GE, representing the balance due to GE by
       the Debtors under the GE Agreement;

   (b) $2,124,158 to PennEnergy, representing the broker's fee
       for the Sale and Marketing Campaign, and

   (c) the remaining $70,805,283 to the Debtors. (NRG Energy
       Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
       Service, Inc., 609/392-0900)


OAKWOOD HOMES: S&P Hatchets Related Ratings on 3 Note Classes
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
subordinate B-1 classes of Oakwood Mortgage Investors Inc. 1998-B,
OMI Trust 1999-D, and OMI Trust 2000-B.

The lowered ratings reflect the unlikelihood that investors will
receive timely interest and the ultimate repayment of their
original principal investments. Oakwood Mortgage Investors Inc.
1998-B and OMI Trust 1999-D each reported an outstanding
liquidation loss interest shortfall for their B-1 classes on the
October 2003 payment date. Standard & Poor's believes that B-1
interest shortfalls for these deals will continue to be prevalent
in the future, given the adverse performance trends displayed by
the underlying pool of manufactured housing retail installment
contracts originated by Oakwood Homes Corp., and the location of
B-1 write-down interest at the bottom of the transaction payment
priorities (after distributions of senior principal).

High losses during the past year have reduced the OMI 2000-B
overcollateralization ratio to zero, resulting in the complete
principal write-down of the B-2 class, and the partial principal
write-down of the B-1 class.

Standard & Poor's will continue to monitor the ratings associated
with these transactions in anticipation of future defaults.

                        RATINGS LOWERED

             Oakwood Mortgage Investors Inc. 1998-B

                    Rating
        Class   To          From
        B-1     D            CC

                      OMI Trust 1999-D

                    Rating
        Class   To          From
        B-1     D           CC

                      OMI Trust 2000-B

                    Rating
        Class   To          From
        B-1     CC          CCC


OWENS CORNING: Balks At Ohio Workers' Bureau's $9.2-Mill. Claim
---------------------------------------------------------------
The Ohio Bureau of Workers' Compensation filed Claim No. 2087 for
$9,247,789 based on what the Bureau describes as the "[Owens
Corning] debtor's statutory obligation to pay the costs of Workers
Compensation Claims pursuant to Ohio Revised Code Section 4123.75
which became due [October 15, 2000]."  Based on the attachment to
the Bureau's Claim, the Claim appears to have been calculated by
using the asserted average of workers compensation payments made
by the Debtors in the years from 1996 through 1999 amounting to
$1,712,554, and then multiplying the average by seven, presumably
to reflect seven years of potential exposure.  The result
obtained is then apparently discounted to a present value of
$9,247,789, using a stated 7% discount rate.

However, Norman L. Pernick of Saul Ewing LLP, in Wilmington,
Delaware, informs the Court that the Bureau's Claim does not
state or suggest that the Bureau paid any amounts on account of
any workers' compensation obligation of the Debtors.  Rather, the
Claim appears to assert amounts that the Bureau may have to pay
in the future in the event the Debtors fail to fulfill their
workers' compensation obligation under applicable Ohio law.
Indeed, the Debtors fulfilled all these obligations since the
Petition Date.  Pursuant to an October 6, 2000 Court order, the
Debtors were authorized to make all workers compensation
payments.  The Debtors have done so and intend to continue doing
so, Mr. Pernick says.

The Debtors ask the Court to disallow and expunge the Claim in
its entirety.  Among other things, the Bureau's Claim is a claim:

   (1) of an entity liable with the Debtor to a creditor;

   (2) for reimbursement or contribution; and

   (3) that is contingent.

The Bureau's claim, accordingly, is wholly disallowable under
Section 502(e)(1) of the Bankruptcy Code, Mr. Pernick asserts.

Separate and apart from Section 502(e)(1), the Debtors contest
the asserted amount of the Bureau's Claim for at least two
reasons.  First, pursuant to the October 6, 2000 Court Order, the
Debtors were given authority to pay, and paid, all workers'
compensation claims.  The Bureau's Claim does not reflect these
payments.  Second, whether or not the Claim reflects payments
made by the Debtors pursuant to the Court's order, the Debtors
disagree with the manner in which the Claim was calculated, and
demand strict proof of the amount asserted. (Owens Corning
Bankruptcy News, Issue No. 60; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


PG&E NATIONAL: Noteholder Committee Taps Chadbourne & Parke LLP
---------------------------------------------------------------
The Official Noteholders' Committee, appointed in the PG&E
National Energy Group Debtors' bankruptcy cases, needs attorneys
to handle tax related matters.  In this regard, Committee
chairperson Marlene Deleon relates that the Noteholders' Committee
selected Chadbourne & Parke LLP as its Special Tax, Regulatory and
Corporate Counsel because the firm's attorneys have extensive
knowledge and expertise in the areas of tax, regulatory and
corporate law and other areas of law relevant to the NEG Debtors'
Chapter 11 cases.  Chadbourne & Parke is also familiar with the
NEG Debtors' financial condition and businesses as a result of
its previous co-representation of an ad hoc group of certain
holders of 10-3/8% Senior Note due 2011.  Chadbourne & Parke was
engaged by the Ad Hoc Group to handle all matters not being
handled by Klee, Tuchin, Bogdanoff & Stern LLP, the Noteholders'
Committee's bankruptcy counsel.  Chadbourne & Parke also advised
the Ad Hoc Group in connection with negotiations with the NEG
Debtors and their major creditors regarding the global
restructuring of the NEG Debtors' debts.

The Ad Hoc Group dissolved on August 6, 2003.  The Noteholders'
Committee wants to continue Chadbourne & Parke's engagement.  As
special counsel, Chadbourne & Parke will:

    (a) advise the Noteholders' Committee regarding matters of
        tax, regulatory and corporate law as they relate to the
        NEG Debtors' cases; and

    (b) advise the Noteholders' Committee in the negotiation of
        the tax, regulatory and corporate aspects of a
        reorganization plan.

The Noteholders' Committee may, from time to time, ask Chadbourne
& Parke to undertake specific matters beyond their limited scope
of the responsibilities, as permitted by the Court.  However,
Chadbourne & Parke will not be responsible for advising the
Noteholders' Committee with respect to bankruptcy, insolvency or
any other matters that will be handled by other retained
counsels.  Rather, Chadbourne & Parke will supplement the
representation to be provided by Klee, Tuchin, Bogdanoff & Stern
LLP and Shapiro Sher Guinot & Sandler, when needed and as
directed by Klee Tuchin, in matters involving tax, regulatory and
corporate issues.

Chadbourne & Parke will be compensated according to its current
hourly rates, plus reimbursement of actual, necessary expenses
and other incurred charges.  The firm's current hourly rates are:

          Partners                             $425 - 720
          Counsel                               450 - 530
          Associates                            250 - 425
          Paralegals                            125 - 195

Chadbourne & Parke's hourly rates with respect to the individuals
involved in representing the Noteholders' Committee' are:

          Richard M. Leder                     $695
          Douglas M. Fried                      595
          Robert F. Shapiro                     595
          David Danon                           345

Chadbourne & Parke partner, Douglas M. Fried, attests that the
firm:

    (a) does not hold or represent any interest adverse to the NEG
        Debtors' estates;

    (b) does not represent any entity other than the Noteholders'
        Committee in connection with the NEG Debtors' Chapter 11
        cases; and

    (c) is a "disinterested person" as such term is defined in
        Section 101(14) of the Bankruptcy Code.

Mr. Fried discloses that, on account of Chadbourne & Parke's
previous representation of the Ad Hoc Group, Chadbourne & Parke
received a $150,000 retainer from the NEG Debtors plus $2,594,055
as payment for services rendered and reimbursement of expenses.
An additional $650,000 retainer in connection with the current
engagement was also received on July 7, 2003, resulting in the
net retainer aggregating $800,000.  Mr. Fried states that
Chadbourne & Parke will return the balance of the $650,000
retainer to the NEG Debtors after subtracting any unpaid fees and
disbursements for services before the actual date the
Noteholders' Committee will retain Chadbourne & Parke.

Consequently, the Court authorizes the Committee to retain
Chadbourne & Parke. (PG&E National Bankruptcy News, Issue No. 8;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


PHILIP MORRIS: Will Appeal Jury Verdict for Missouri Smoker
-----------------------------------------------------------
Philip Morris USA will appeal Tuesday's verdict by a Missouri jury
to award nearly $1.6 million in compensatory damages to a sick
smoker and $500,000 in damages to his wife. However, the jury also
concluded that Michael Thompson was 50 percent responsible for his
illness and, under Missouri law, the court must reduce the damage
award by half.

The Jackson County Circuit Court jury found that Mr. Thompson, 53,
was not entitled to any punitive damages.

"Philip Morris USA will first ask the court to set aside the
verdict as inconsistent with the law and the facts of this case.
If the verdict is not set aside, the company will appeal this
decision to the Missouri Court of Appeals," said William S.
Ohlemeyer, Philip Morris USA vice president and associate general
counsel.

After a full day of deliberation, the jury found for Philip Morris
USA and Brown and Williamson Tobacco Corp. on claims of
concealment, conspiracy and failure to warn; it found for the
plaintiff on claims of design defect and negligence.

The jury further determined that Philip Morris USA was 40 percent
at fault, Brown and Williamson 10 percent at fault and Mr.
Thompson 50 percent at fault for his illness, which under Missouri
law reduces the verdict by half.


PILLOWTEX CORP: Closes Sale of Assets to GGST LLC for $121 Mill.
----------------------------------------------------------------
On November 3, 2003, Pillowtex Corporation successfully closed the
previously announced sale of substantially all of its remaining
assets to GGST LLC.

In accordance with the terms of the court approved sale agreement,
GGST elected to exclude from the transaction the Pillowtex
facilities located in Eden, North Carolina; Kannapolis, North
Carolina (except for the IT building); Dallas, Texas; Hanover,
Pennsylvania; and Tunica, Mississippi. GGST's election to exclude
these facilities resulted in a $7 million reduction in the
previously announced purchase price, bringing the total purchase
price received by Pillowtex to $121 million.

GGST retains its rights to the equipment located at all of
Pillowtex's facilities, including the excluded facilities.
Pillowtex intends to market the excluded facilities for sale.

Pillowtex Corporation, headquartered in Kannapolis, N.C., was a
leading designer, marketer and producer of home fashion products
including towels, sheets, rugs, blankets, pillows, mattress pads,
feather beds, comforters and decorative bedroom and bath
accessories. On July 30, 2003, the Company closed substantially
all of its operations and filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in the
U.S. Bankruptcy Court for the District of Delaware.

GGST LLC is a company formed by SB Capital Group, Gibbs
International, Gordon Brothers Retail Partners and Tiger Capital
Group. Inquiries regarding the disposition of assets may be
directed to Steve Luquire and John Deem at Luquire, George,
Andrews, Inc. (704) 552 - 6565. Group 3 Design, a leading brand
management firm, has been retained to manage the branded licensing
activities of the acquired brands. Inquiries regarding the brands
may be directed to mgleason@groupthreedesign.com


PMA CAPITAL: Counterparty Rating Cut to Speculative-Grade Level
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and senior debt ratings on PMA Capital Corp. to 'BB-' from 'BBB-'.

Standard & Poor's also said that it lowered its counterparty
credit and financial strength ratings on reinsurer PMA Capital
Insurance Co. to 'BBB-' from 'A-'. In addition, Standard & Poor's
lowered its counterparty credit and financial strength ratings on
primary writers Pennsylvania Manufacturers Assoc. Insurance Co.,
Pennsylvania Manufacturers Indemnity Co., and Manufacturers
Alliance Insurance Co., to 'BBB' from 'A-'.

Standard & Poor's also placed the ratings on all of these entities
on CreditWatch with negative implications.

"These rating actions follow PMACC's recent announcement that it
will record an unexpected pretax charge of about $150 million to
strengthen loss reserves at PMACIC," explained Standard & Poor's
credit analyst Laline Carvalho. In addition, PMACC announced its
intention to suspend common stock dividends and explore strategic
alternatives with respect to its reinsurance operations.

"As a result of these events, Standard & Poor's no longer
considers PMACIC to be strategically important to PMACC," Ms.
Carvalho added. In addition, PMACIC's stand-alone capital adequacy
is expected to fall below the adequate range following the charge.
Standard & Poor's also believes PMAIG's capital adequacy, which
has traditionally been extremely strong, could potentially be
reduced to support capital at PMACIC, its immediate parent.

Following the charge, PMACC is expected to report a net loss for
2003, which will make four consecutive years of poor operating
results. Although Standard & Poor's expects the holding company to
have adequate liquidity to support interest payments over the next
12 months, the group's liquidity position is expected to be
constrained over the medium term. In addition, given continuous
reserve development reported by the group in recent years
(particularly relating to PMACIC and run-off excess and surplus
line subsidiary Caliber One Indemnity Co.), Standard & Poor's
believes PMACC continues to be exposed to further reserve
development at its operating subsidiaries.

Standard & Poor's expects to meet with PMACC's management shortly
to evaluate management's expectations for operating performance,
liquidity, and capitalization over the short and medium terms. At
that time Standard & Poor's expects to resolve the CreditWatch
status of the ratings.


PRIME RETAIL: Shareholders' Meeting Adjourned Until November 18
---------------------------------------------------------------
Prime Retail, Inc., (OTC Bulletin Board: PMRE, PMREP, PMREO)
announced that its special meeting of stockholders held on
Thursday, October 30, 2003, in Baltimore, Maryland, which had been
adjourned to November 4, 2003, had been adjourned again until
Tuesday, November 18, 2003, 4:00 p.m., at 100 East Pratt Street,
Baltimore, Maryland, to provide stockholders with additional time
to cast their vote on the proposal to sell the Company.

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

Commenting on Tuesday's announcement, Prime Retail's Chief
Executive Officer and Chairman of the Board Glenn D. Reschke said,
"I urge every shareholder, regardless of the number of shares they
own, to vote as soon as possible on this important proposal."  Mr.
Reschke added that shareholders should contact Prime Retail at
(410) 234-1750 or (410) 234-8333 with any questions or assistance
in voting their shares.

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

As of November 4, 2003, the percentage of outstanding shares which
had been voted by proxy or otherwise unvoted with respect to the
proposal to sell the Company was as follows:

                           For       Against    Abstain   Unvoted

Series A Preferred Stock  63.49%      29.05%      0.26%     7.20%
Series B Preferred Stock  78.76%       0.97%      0.20%    20.07%
Common Stock              57.55%      10.45%      0.44%    31.56%

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

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

                           *   *   *

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

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

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

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

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

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

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

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

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

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

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

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


PRIMEDEX HEALTH: Confirmation Order is Final & Plan Takes Effect
----------------------------------------------------------------
Primedex Health Systems, Inc.'s Chapter 11 Plan of Reorganization
filed with the Bankruptcy Court in Los Angeles, California in
connection with the Company's default in its obligation to redeem
the $16.3 million in its outstanding 10% convertible subordinated
debentures due June 30, 2003, was confirmed by order of the Court
on October 8, 2003, and became final on October 20, 2003.

Primedex Health qualified its amended indenture with the
Securities and Exchange Commission pursuant to the Trust Indenture
Act of 1939, which qualification is effective October 30, 2003.

The qualification implements the Court order approving the
extension of the debentures for an additional five years through
June 30, 2008, in return for which the Company agreed to (I)
increase the annual interest rate to 11.5%; (ii) reduce the
conversion rate to   $2.50; and (iii) agreed not to redeem the
debentures prior to July 1, 2005.

Primedex Health Systems, Inc., Los Angeles, California
(OTCBB:PMDX), owner and operator of 57 California medical
diagnostic imaging facilities.


PRIMUS TELECOMMS: Sept. 30 Balance Sheet Upside-Down by $118MM
--------------------------------------------------------------
PRIMUS Telecommunications Group, Incorporated (Nasdaq:PRTL), a
global telecommunications services provider offering an integrated
portfolio of voice, Internet, data and hosting services, announced
record results for the third quarter 2003.

"I am delighted to report that, in the third quarter 2003, PRIMUS
recorded net income of $6 million which did not include any
significant benefit from currency transaction gains or debt
reduction activities," stated K. Paul Singh, Chairman and Chief
Executive Officer. "Our record $328 million of revenue in the
third quarter - which represents our sixth consecutive quarter of
revenue growth - places us on a trajectory to exceed our earlier-
announced goal of between 20% to 25% revenue growth in 2003 over
the prior year. Foreign currency exchange rates were more stable
as compared to the prior quarter, thus our sequential revenue
growth in the third quarter was primarily organic," Singh noted.
"It was also significant that we posted a record $24 million of
income from operations in the third quarter - 90% greater than the
previous record which was set only in the prior quarter. With this
momentum, assuming stable currency exchange rates for the
remainder of this year, we have raised our 2003 goal for income
from operations to the $65 million to $70 million range from the
$50 million to $60 million range. Our earnings goal, assuming
stable currency exchange rates and no adjustments relating to
financing or other activities, has also been increased from the
$0.38 to $0.42 range to in excess of $0.46 of diluted income per
common share for the full year 2003.

"On September 15, 2003, PRIMUS successfully completed an offering
of $132 million of 3.75% Convertible Senior Notes. The net
proceeds from that offering have been earmarked and used to reduce
existing debt with higher interest rates. As a result, we expect
to save approximately $7 million per year in interest expense, and
because we have retired earlier maturing debt, we have improved
the Company's liquidity," Singh added. "With these improvements to
our balance sheet, combined with our strengthening operating
performance, our key financial ratios continue to improve which
should enable PRIMUS, at the appropriate time, to refinance
remaining debt - particularly our high yield debt which has a
blended interest rate of approximately 11.65% - at more favorable
interest rates and further improve cash flow. We also plan to
continue our efforts to reduce further the leverage on the balance
sheet in order to position the Company to take advantage of
opportunities for growth.

"Our existing business model, is qualitatively differentiated from
other players," Singh stated. "PRIMUS is geographically
diversified in four major markets, with approximately 75% of our
revenues derived from outside the United States. We have a retail
customer focus targeting consumers and small to medium-sized
enterprises. We concentrate on international services, where our
global infrastructure, which we own and operate, provides us a
competitive advantage. With our global fixed line, data and VoIP
networks deployed, our capital expenditures are primarily
dedicated to support revenue initiatives. In our core markets,
there is abundant opportunity to grow just from increasing market
share. As the results attest, our business model is working."

                 Third Quarter Financial Results

PRIMUS's net revenue for the third quarter 2003 was $328 million,
compared with $261 million for the third quarter 2002 and $320
million in the second quarter 2003. "The 2.5% sequential revenue
increase in the third quarter is primarily organic and is
attributable to growth in our retail business. The 26% year-over-
year growth in net revenue reflects both retail business growth,
and favorable foreign currency exchange rates," stated Neil L.
Hazard, Chief Operating Officer. Net revenue for the third quarter
on a geographic basis was derived as follows: 40% from North
America, 32% from Europe, and 28% from Asia-Pacific. The mix of
revenues by customer type in the third quarter was 82% retail (27%
business and 55% residential) and 18% carrier, which declined from
20% of revenues in the second quarter 2003. Data/Internet and VoIP
revenues were $50 million in the third quarter, representing 15%
of net revenue.

Gross margin for the third quarter 2003 was a record $132 million,
reflecting the higher level of revenue, a greater percentage of
retail revenue, and effective management of cost of revenue,
compared with $90 million of gross margin in the third quarter
2002 and $124 million in the second quarter of 2003. Gross margin
for the third quarter 2003 as a percentage of net revenue was a
record 40.4%, an increase of 600 basis points over 34.4% in the
third quarter 2002, and 170 basis points over 38.7% in the second
quarter 2003.

Selling, general and administrative (SG&A) expenses for the third
quarter 2003 were $87 million, or 26.6% of net revenue, as
compared to $64 million, or 24.4% of net revenue, for the third
quarter 2002, and $89 million, or 27.9% of net revenue, for the
second quarter 2003.

Income from operations was a record $24 million in the third
quarter of 2003, a 310% increase from $6 million in the third
quarter of 2002, and a 90% increase from $13 million recorded in
the second quarter 2003.

PRIMUS's net income in the third quarter 2003 was $6 million,
compared with a loss of $14 million in the third quarter of 2002.
The third quarter 2003 net income included a $1.4 million loss on
early extinguishment of debt, a $2 million cost related to debt
retirements, and an unrealized foreign currency transaction gain
of $0.4 million.

Basic and diluted income per common share was $0.07 and $0.06,
respectively, for the third quarter 2003, compared to a basic and
diluted loss of $0.22 per common share in the third quarter 2002.
Basic and diluted weighted average common shares outstanding for
the third quarter 2003 were 88 million and 92 million,
respectively.

                   Liquidity and Capital Resources

At September 30, 2003, PRIMUS' balance sheet shows a working
capital deficit of about $40 million, and a total shareholders'
equity deficit of about $118 million.

PRIMUS generated year-to-date cumulative cash from operating
activities of $50 million through the end of the third quarter
2003, compared to $26 million from operating activities through
the end of the third quarter 2002. Cash, cash equivalents and
restricted cash as of September 30, 2003 was $135 million as
compared to $78 million at June 30, 2003, due in part to the
September 15, 2003 issuance of $132 million of 3.75% Convertible
Senior Notes due 2010. During the third quarter 2003, the Company
spent $5 million on capital expenditures, $18 million to reduce
accounts payable and accrued expenses, and $77 million to reduce
vendor and senior debt. Year-to-date capital expenditures through
the end of the third quarter 2003 were $14 million as compared to
our previously stated annual target of between $25 million and $30
million.

At the end of the third quarter 2003, PRIMUS had total long-term
debt of $599 million. This was comprised of $132 million of
Convertible Senior Notes, $306 million of senior notes, $71
million of convertible debentures, and $90 million of vendor and
other debt. Subsequent to the end of the third quarter 2003, the
Company spent $34 million to retire the remaining principal amount
of senior notes due in 2004.

The Company intends to continue to pursue opportunities to raise
additional debt, convertible and equity financing on favorable
terms in order to take advantage of opportunities further to
improve its liquidity, improve its profitability, strengthen its
balance sheet, and accelerate its growth. To this end and to
provide the Company with flexibility to respond timely to market
opportunities, the Company today filed a Form S-3 shelf
registration with the Securities and Exchange Commission for the
issuance of up to an aggregate $200 million in common stock,
preferred stock, debt securities, and/or warrants.

The Company and/or its subsidiaries will evaluate and determine on
a continuing basis, depending upon market conditions and the
outcome of events described as "forward-looking statements" in
this release and its SEC filings, and future negotiations the
Company may pursue with the holders of certain of its outstanding
debt securities and instruments, the most efficient use of the
Company's capital, including investment in the Company's network
and systems, lines of business, potential acquisitions,
purchasing, refinancing, exchanging or retiring certain of the
Company's outstanding debt securities in privately negotiated
transactions, open market transactions or by other direct or
indirect means to the extent permitted by its existing covenants.

               Conversion of Series C Preferred Stock
                  and Registration of Common Stock

The Company received notice of the irrevocable election by certain
affiliates of AIG Capital Partners, Inc., and an additional
investor who hold all the outstanding shares of the Series C
Convertible Preferred Stock to convert their Preferred Stock into
22,616,990 shares of PRIMUS common stock. Pursuant to the terms of
the Certificate of Designation governing the Preferred Stock, the
conversion was effective immediately prior to the close of
business today. As a consequence, the liquidation preference and
certain other rights associated with the Preferred Stock have been
eliminated. Also, as a result of the conversion, based upon the
closing price of the Company's common stock on November 3, 2003,
the Company's equity market capitalization increased by
approximately $200 million. The 22,616,990 shares of common stock
are already included in the Company's computation of basic and
diluted income per common share. In consideration for this
voluntary conversion, the Company has agreed, subject to fiduciary
duties, to permit the former holders of the Preferred Stock to
nominate a candidate for election by stockholders to the Company's
board of directors and to nominate a board observer and to require
that certain matters be determined by the board of directors by a
majority vote of the non-management directors, in each case
subject to maintaining specific ownership levels.

In addition, and to satisfy certain of its obligations under a
registration rights agreement that the Company entered into in
connection with the sale of the Preferred Stock, the Company today
filed with the SEC a Form S-3 resale registration statement
covering the 22,616,990 shares of common stock issued upon
conversion of the Preferred Stock. In connection with such filing,
certain security holders entered into a lock-up agreement with the
Company which will generally prohibit the resale of 13.5 million
of such shares during the 270-day period commencing November 4,
2003.

The Shelf Registration and the Resale Registration filed with the
SEC have not yet become effective. The securities relating to
these registration statements may not be sold, nor may offers to
buy be accepted, prior to the time the applicable registration
statement becomes effective. This press release shall not
constitute an offer to sell or the solicitation of an offer to
buy, nor shall there be any sale of these securities, in any state
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such state.

PRIMUS Telecommunications Group, Incorporated (NASDAQ: PRTL) is a
global facilities-based telecommunications services provider
offering international and domestic voice, Internet, data and
hosting services to business and residential retail customers and
other carriers located primarily in the United States, Canada,
Australia, the United Kingdom and western Europe. PRIMUS provides
services over its global network of owned and leased transmission
facilities, including approximately 250 points-of-presence
throughout the world, ownership interests in over 23 undersea
fiber optic cable systems, 19 carrier-grade international gateway
and domestic switches, and a variety of operating relationships
that allow it to deliver traffic worldwide. PRIMUS also has
deployed a global state-of-the-art broadband fiber optic ATM+IP
network and data centers to offer customers Internet, data,
hosting and e-commerce services. Founded in 1994, PRIMUS is based
in McLean, Virginia.


PW EAGLE: Will Host Third-Quarter Conference Call on Tuesday
------------------------------------------------------------
PW Eagle, Inc. (Nasdaq:PWEI) will host a conference call and
webcast of its Fiscal Third Quarter 2003 Results on Tuesday,
November 11, 2003 at 2:00 p.m. Central Time. Results for the third
quarter will be released after the market closes on Monday,
November 10, 2003.

The conference call webcast will be available live on the Internet
at http://www.pweagleinc.com The call will also be archived at
that location for one week following its original webcast. The
conference call telephone number is 1-888-857-6929. Use
confirmation code 533380 to access the call, and please call five
to ten minutes before the beginning of the conference call.

PW Eagle, Inc. is a leading producer of PVC pipe and also produces
polyethylene pipe through its PW Poly subsidiary. The Company
operates eleven manufacturing facilities in the United States. PW
Eagle's common stock is traded on the Nasdaq National Market under
the symbol "PWEI."

                              *    *    *

                    Liquidity and Capital Resources

In its recent Form 10-Q filed with the Securities and Exchange
Commission, the Company reported:

"We had negative working capital of $2.8 million and excess
borrowing capacity under our Revolving Credit Facilities of $12.5
million at June 30, 2003.

"Cash provided by operating activities was $1.6 million in the
first 6 months of 2003 compared to $16.1 million in the first six
months of 2002. The primary use of cash was funding the increase
in inventory.

"Investing activities utilized $28.4 million primarily for the
purchase of Uponor ETI Company in the first quarter of 2003.

"Financing activities provided $28.0 million during the first six
of 2003. The primary source of cash in the first and second
quarter of 2003 was borrowings under the Senior Credit Facility of
ETI and the Revolving Credit Facility of PW Eagle. The Company
made a final payment of $0.6 million to the original owners of our
previously owned Hillsboro, Oregon manufacturing facility. Debt
issuance and financing costs of $0.5 million were incurred in
connection with the establishment of ETI's Senior Credit Facility.
Financing activities used $17.1 million in 2002. In 2002, we
entered into a sale-leaseback transaction, generating $13.4
million in proceeds. We used the proceeds to reduce term debt by
$8.8 million. The remaining sale-leaseback proceeds were applied
to the Revolving Credit Facility. Debt issuance and financing
costs of $0.9 million were incurred to complete these
transactions. These costs will be amortized and expensed as
interest expense over the life of the respective loans.

"We had commitments for capital expenditures of $0.6 million at
June 30, 2003, which we intend to fund from operating profits.
Additional sources of liquidity, if needed, include our revolving
credit line. We believe we have the financial resources needed to
meet our current and future business requirements, including
working capital requirements.

"As of June 30, 2003, the Company was in violation of certain
financial institution loan covenants on its PW Eagle senior debt,
including the funded debt to EBITDA and the net worth covenants.
The financial institutions have since waived the condition of non-
compliance with these covenants at June 30, 2003. Under current
industry conditions and debt structure, it is likely that the
Company will be in violation of these same covenants in future
periods. Therefore, the Company has reclassified a portion of its
long term debt from long term to current as of June 30, 2003, in
accordance with Emerging Issues Task Force No. 86-30,
'Classification of Obligations When a Violation is Waived by the
Creditor.' It is also likely under current industry conditions and
debt structure that the Company will be in violation of financial
covenants related to its subordinated debt and ETI senior debt in
future periods. As the Company was in compliance with the
covenants related to its subordinated debt and ETI senior debt at
June 30, 2003, the long term portion of these debts are not
reclassified to current in accordance with EITF 86-30. There is no
assurance that our lenders, note holders and lessors will waive
any future default or agree to any future amendments of our credit
facilities and leases. If we fail to obtain a waiver or amendment,
we would be required to obtain new financing from alternative
financial sources. There is no assurance that we could obtain new
financing, and if we did, there is no assurance that we could
obtain terms as favorable as our current credit facilities."


QWEST COMMS: Creates Systems Integrator Alliances Division
----------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) announced the
creation of a systems integrator alliances division, a division
formed specifically to work for and with integrators and
outsourcers. The new division focuses on collaborating with
systems integrators to provide a full range of communications
solutions to enterprise customers -- local, state and federal
governments, and enterprise business customers.

Under this new division, Qwest works with systems integrators to
pursue outsourcing deals throughout the entire sales cycle of
pursuing, bidding, winning and delivering services. By teaming,
Qwest is better positioned to respond to systems integrators and
their business customers' growing requirements for fully
integrated enterprise-wide solutions. Howard Seeger has been named
regional vice president of the new division, and he will report
directly to Clifford S. Holtz, Qwest's executive vice president of
business markets.

According to Carrie Lewis, senior analyst at The Yankee Group,
"Developing relationships to work on an integrated basis with
system integrators is the direction that carriers, including
Qwest, should be taking in today's IT services market. Aligning
the managed networking capabilities of Qwest with the integration,
business process, and vertical expertise of systems integrators
enables both providers to focus on their core capabilities while
bringing to market seamlessly delivered business solutions that
customers are seeking."

"We are pleased that companies such as Qwest are focusing on the
integrator model. Likewise, we understand how crucial our
partnerships with telecom companies are to offering our customers
the solutions they need for particular enterprise-wide
infrastructure requirements," said Wood Parker, vice president and
general manager of the Global Information Technology Division at
Northrop Grumman Mission Systems. "Businesses increasingly seek
straightforward, cost-effective answers to their architecture
needs; providing those answers is a role tailor made for a systems
integrator like Northrop Grumman."

The systems integrator alliances division allows Qwest and its
integrator partners to jointly collaborate on efforts to maximize
resources, skills, knowledge and relationship-building
opportunities. As part of the arrangement, Qwest will assume
accountability for end-to-end delivery of the entire spectrum of
voice and data services to their systems integrator partners.

"The market for communications services continues to grow and a
rising percentage of that business is going to systems
integrators, so we have designed our new division around the
integrators' business models," said Holtz. "Reflecting Qwest's
Spirit of Service, we are putting additional focus on our existing
relationships with systems integrators because they provide an
ideal one-point-of-contact for customers that require a range of
information technology solutions -- and want to get it from one
source."

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 47,000 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, visit the Qwest Web site at http://www.qwest.com


RADIO UNICA: Wants to Continue Employing Ordinary Course Profs.
---------------------------------------------------------------
Radio Unica Communications Corp., and its debtor-affiliates are
asking permission from the U.S. Bankruptcy Court for the Southern
District of New York to continue employing the professionals they
utilize in the ordinary course of their businesses.  The Debtors
tell the Court that they need the Ordinary Course Professionals to
render services relating to the conduct of their ordinary business
affairs.

At this time, the Debtors have identified approximately 6 Ordinary
Course Professionals.  Additional Ordinary Course Professionals
may be retained from time to time, which the Debtors will
supplement a list with the Court.

Specifically, the Debtors are seeking to retain the Ordinary
Course Professionals for the postpetition period without the
necessity of complying with the retention approval process
otherwise applicable to professionals in these cases.

The Debtors expect that, to enable them to continue normal
business activities during their reorganization efforts, they will
need the services of the Ordinary Course Professionals. The work
of the Ordinary Course Professionals is directly related to the
preservation of the value of the Debtors' estates.

The Debtors believe that it might unduly hinder the administration
of the Debtors' estates if the Debtors were required to:

  a) submit to the Court a Motion, affidavit, and proposed
     retention order for each Ordinary Course Professional,

  b) wait until such order were approved before the Ordinary
     Course Professionals continued to render services, and

  c) withhold payment of the normal fees and expenses of the
     Ordinary Course Professionals until they complied with the
     compensation and reimbursement procedures applicable to
     other professionals.

Under such conditions, some Ordinary Course Professionals might be
unwilling to provide services, and others might suspend services
pending a specific court order authorizing their retention.
Because the matters handled by the Ordinary Course Professionals
may be active on a day-to-day basis, any delay, or the need to
replace these professionals, could have adverse consequences for
the Debtors.

In this regard, the Debtors seek authority to pay, without formal
application to the Court, all of the fees and expenses of each
Ordinary Course Professional upon submission to the Debtors an
appropriate invoice setting forth in reasonable detail the nature
of the postpetition services rendered and expenses incurred only
up to $20,000 in any one month.

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.


RESTRUCTURE PETROLEUM: Section 341(a) Meeting on December 5
-----------------------------------------------------------
The United States Trustee will convene a meeting of Restructure
Petroleum Marketing Services, Inc., and its debtor-affiliate's
creditors on December 5, 2003, at 1:30 p.m., at 501 East Polk St.,
(Timberlake Annex), Room 100-B, Tampa, Florida 33602.  This is the
first meeting of creditors required under 11 U.S.C. Sec. 341(a) in
all bankruptcy cases.

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

Headquartered in Tampa, Florida, Restructure Petroleum Marketing
Services, Inc., a motor fuel franchiser, files for chapter 11
protection on October 29, 2003 (Bankr. M.D. Fla. Case No. 03-
22395). Harley E. Riedel, Esq., at Stichter, Riedel, Blain &
Prosser, P.A., represents the Debtors in their restructuring
efforts.


SAN REMO: Buddy Ford Serving as Chapter 11 Bankruptcy Attorney
--------------------------------------------------------------
San Remo 718 Corporation is asking for authority from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Buddy D. Ford, P.A. as its attorneys in its chapter 11 proceeding.

Buddy D. Ford, Esq., assures the Court that he is a "disinterested
person" as that phrase is defined in the Bankruptcy Court.  As
attorney to the Debtors, Mr. Ford is expected to:

  a) give the Debtors legal advice with respect to its powers
     and duties as Debtors and as Debtors-in-Possession in the
     continued operation of its business and management of its
     property, if appropriate;

  b) prepare, on the Debtors' behalf, necessary applications
     answers, orders, reports, complaints, and other legal
     papers and appear at hearings; and

  c) perform all other legal services for the Debtors as
     Debtors-in-Possession, as necessary.

Mr. Ford will bill the Debtors his current hourly charge of $200
per hour and his paralegal will be compensated $50 per hour.

Headquartered in Ft. Lauderdale, Florida, San Remo 7128
Corporation filed for chapter 11 protection on October 27, 2003
(Bankr. M.D. Fla. Case No. 03-22273). Buddy D. Ford, Esq.,
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed debts
of over $10 million.


SATURN (SOLUTIONS): Delays Filing of Fin'l Statements in Canada
---------------------------------------------------------------
Saturn (Solutions) Inc., said that there has been no material
change in the information nor any failure on Saturn's part to
fulfill its stated intentions contained in the notice of default
filed by Saturn on October 21, 2003 with the provincial securities
commissions.

Saturn has not filed its financial statements for the first
quarter ended August 31, 2003 within the prescribed time limit nor
has the Company mailed such statements to its shareholders. All
other material information concerning the affairs of Saturn has
been generally disclosed.

As reported in Troubled Company Reporter's October 24, 2003
edition, Saturn (Solutions) Inc., did not file its financial
statements for the fiscal year ended May 31, 2003 within the
prescribed time limit or mailed such statements to its
shareholders.

Saturn's previously-announced assessment of strategic alternatives
available to the Company is continuing. These alternatives may
include an equity investment in Saturn, merger, partnership, joint
venture, sale, or a combination thereof. An announcement on the
outcome of the strategic review process will be made in due
course. However, Saturn undertakes no obligation to make any
announcement regarding its consideration of strategic alternatives
until an agreement, if any, has been signed or a decision not to
proceed with strategic alternatives is made.

Saturn further said that following Saturn's application, the
Irish courts have appointed a liquidator for Saturn Fulfilment
Services Limited, the Company's wholly-owned Irish subsidiary.
Saturn applied for the appointment of a liquidator in light of the
insolvency of its Irish subsidiary. Among the factors which led to
this development were: the departure from Ireland of several of
Saturn's major customers; a general decline in the Irish market; a
gain in strength of the Euro against the pound in late 2002 and
the first half of 2003, which undermined Saturn's efforts to
generate profitable new business in the United Kingdom; Saturn's
inability in July 2003 to resell inventory of a customer in
default to the Company; the loss of a major customer in August
2003; and an increase in rent at Saturn's main facilities in
Dublin. The financial impact on Saturn of the appointment of a
liquidator for Saturn Fulfilment Services cannot be determined at
this time.


SHOLODGE INC: Completes Tender Offer for Sr. Subordinated Notes
---------------------------------------------------------------
ShoLodge, Inc. (Nasdaq: LODG), has completed its tender offer to
purchase Senior Subordinated Notes at a purchase price of $850 per
$1,000 principal amount.  The Company received and accepted
tenders for $5,293,000 in principal amount of the notes,
consisting of $2,753,000 Series A, $2,088,000 Series B, $251,000
Series A-1, and $201,000 Series B-1.

ShoLodge (S&P, CCC Corporate Credit Rating) is primarily an owner,
franchisor, and operator of Shoney's Inns. The Shoney's Inn brand
consists of around 70 hotels operating in the limited service,
economy price segment. ShoLodge also constructs lodging facilities
for third parties and offers reservation system services to third
parties. At the end of 2001, ShoLodge's owned hotel portfolio,
consisting of 14 hotels in eight states.


SILICON GRAPHICS: Proposes Exchange Offer for Convertible Notes
---------------------------------------------------------------
Silicon Graphics, Inc., (NYSE: SGI) intends to make an exchange
offer for its 5.25% Senior Convertible Notes due September 2004.
SGI also said that it has filed definitive proxy materials with
the Securities and Exchange Commission soliciting shareholder
approval for the issuance of common stock required for the
convertible notes planned to be issued in connection with the
exchange offer.

SGI intends to file a registration statement and a tender offer
statement with other related documents with the Securities and
Exchange Commission relating to its proposed offer to exchange
approximately $230 million principal amount of its existing 5.25%
Senior Convertible Notes due 2004 for a like principal amount of
either (a) new 11.75% Senior Secured Notes due June 2009 or (b)
new 6.50% Senior Secured Convertible Notes due June 2009. The new
notes will be issued in principal amounts equal to the principal
amounts of notes tendered. The 6.50% Senior Secured Convertible
Notes will be convertible into SGI common stock at a fixed price
of $1.25 per share. The 11.75% Senior Secured Notes are not
convertible.

The new notes will be secured by a junior lien on substantially
all of the Company's domestic tangible and intangible assets. The
existing notes are general unsecured obligations of SGI.

The purpose of the exchange offer is to offer holders of the
existing notes an increase in yield, the benefits of a security
interest and (in the case of the 6.50% Senior Secured Convertible
Notes) a decrease in the conversion price in return for a
significant extension of the maturity of the notes.

The exchange offer will be subject to the satisfaction or waiver
of several conditions, including that a minimum of 80% of the
principal amount of the existing notes has been validly tendered
and not withdrawn and that SGI's shareholders have approved the
issuance of shares of common stock upon conversion of the 6.50%
Senior Secured Convertible Notes. SGI expects that the exchange
offer will be completed shortly after the annual shareholders'
meeting to be held on December 16, 2003, assuming the conditions
to the offer have been met.

Shareholder approval is being sought under the rules of the New
York Stock Exchange because the shares issuable upon conversion of
the 6.50% Senior Convertible Secured Notes are likely to exceed
20% of SGI's outstanding common stock. SGI had approximately 210
million shares outstanding at September 26, 2003.  If 80% of the
existing notes were tendered entirely for the new convertible
notes, such notes would be convertible into approximately 147
million shares of SGI common stock. The authority sought in the
proxy materials will be for up to 185 million shares.

Noteholders are strongly advised to read the registration
statement, tender offer statement and other related documents when
they are filed with the Securities and Exchange Commission because
these documents contain important information.  Stockholders and
noteholders may obtain a free copy of these documents when
available from SGI or at the SEC's Web site -- http://www.sec.gov
Noteholders may obtain copies of the exchange offer materials when
available from MacKenzie Partners, the information agent for the
exchange offer, at 800-322-2885.

At September 26, 2003, SGI's balance sheet shows a total
shareholders' equity deficit of about $211 million.


SK GLOBAL AMERICA: SK Corp. Director Kim Choong Hwan Resigns
------------------------------------------------------------
Kim Choong Hwan resigned as director of SK Corporation on
October 24, 2003, days before the Board confirmed its decision to
help SK Networks Co.  Kim Choong Hwan is a professor at South
Korea's Hankuk University of Foreign Studies.  He cited personal
reasons for his decision to leave the company. (SK Global
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


SMART & FINAL: Reports Strong Third-Quarter Operating Results
-------------------------------------------------------------
Smart & Final Inc. (NYSE:SMF) reported income from continuing
operations of $8.3 million, or $0.28 per diluted share, for the
sixteen-week quarter ended October 5, 2003. Income from continuing
operations for the prior-year third quarter was $8.1 million, or
$0.27 per diluted share.

Operating income in the 2003 third quarter included $1.3 million
of expenses from the consolidation of the company's real estate
synthetic lease facility and the accelerated vesting of restricted
stock compensation. As adjusted for these items net of tax, income
from continuing operations in the 2003 third quarter was $9.1
million, an increase of 13 percent over the 2002 third quarter.
(This adjusted comparison to income from continuing operations for
the 2002 third quarter is a non-GAAP financial measure as defined
by SEC Regulation G. The GAAP financial measure most directly
comparable is income from continuing operations of $8.3 million
for the 2003 third quarter, an increase of 3 percent over the 2002
third quarter.)

Sales from continuing operations in the third quarter of 2003
increased 8.1 percent to $538.4 million, as compared to the prior-
year quarter, with comparable store sales increasing by 6.8
percent.

The company also indicated that it has completed the previously
announced divestitures of its broadline foodservice distribution
operations in northern California and Florida, and the divestiture
of its retail stores operations in the Florida market.

Including the effect of discontinued operations, the company
reported net income of $916,000, or $0.03 per diluted share, for
the sixteen-week quarter ended October 5, 2003. Third quarter 2002
net income was $2.7 million, or $0.09 per diluted share.

Ross Roeder, chairman and chief executive officer, stated: "Our
third quarter sales and income performance in our continuing
western U.S. stores was outstanding, led by a 6.8 percent year-
over-year increase in comparable store sales. It is noteworthy
that we experienced these strong sales gains prior to the southern
California grocery strike that began October 11, 2003. Smart &
Final sales in the southern California market have increased
sharply since the strike began, as many households have turned to
Smart & Final as an alternative to the affected grocery chains.

"During the third quarter, we had growth in sales and income in
both our Smart & Final warehouse stores and our Cash & Carry
wholesale stores formats. The results further validate the
strategic decision to divest our foodservice operations to better
focus our energies on growth in our two strong store formats. We
believe we have set the stage for excellent performance going
forward," he said.

Roeder added, "Our third quarter results also reflect improvement
in gross margin rates, lower comparable interest expense, and very
strong cash flow."

Gross margin from continuing operations increased to $95.5 million
for the quarter, and as a percentage of sales increased to 17.7
percent for third quarter 2003, compared to 16.5 percent for third
quarter 2002. The increase in gross margin was primarily a result
of lower shrink in the company's Smart & Final stores and the
effects of adopting two new accounting pronouncements.

In the second quarter of 2003, the company adopted the provisions
of Emerging Issues Task Force Issue No. 02-16, "Accounting by a
Customer (Including a Reseller) for Cash Consideration Received
from a Vendor." In accordance with the provisions of EITF No. 02-
16, the company has changed the classification of certain vendor
allowances that previously were recorded as a reduction of
operating and administrative expenses to classification as a
reduction in cost of sales. Approximately $4.1 million of such
vendor allowances were recorded as a reduction of cost of sales in
the third quarter of 2003, which represented approximately 0.8
percent of sales from continuing operations.

Also, effective as of the end of the 2003 second quarter, the
company adopted Financial Accounting Standards Board
Interpretation No. 46, "Consolidation of Variable Interest
Entities," which required the consolidation by the company of a
real estate synthetic lease facility not previously consolidated.
In accordance with the provisions of FIN No. 46, the company has
recorded approximately $2.4 million of costs as interest expense
in the third quarter of 2003 that previously were recorded in cost
of sales as rental expense. In addition, pursuant to FIN No. 46,
the company recorded in the third quarter of 2003 approximately
$0.4 million of depreciation expense in cost of sales that
previously was not recorded. When compared to the prior-year third
quarter, the net effect of adopting FIN No. 46 to the third
quarter of 2003 was to increase the gross margin from continuing
operations as a percentage of sales by 0.4 percent.

Operating and administrative expenses from continuing operations
increased to $77.0 million for the quarter, as compared to $65.6
million for the prior-year quarter. Operating and administrative
expenses, as a percentage of sales, increased to 14.3 percent for
the 2003 third quarter from 13.2 percent for the third quarter of
2002. The increase in operating and administrative expenses as a
percentage of sales was primarily due to the accelerated vesting
of restricted stock compensation, increased fringe benefit costs
and legal expense, and the accounting impact of adopting EITF No.
02-16. The re-classification of $4.1 million of certain vendor
allowances resulting from the adoption of EITF No. 02-16
contributed approximately 0.8 percent of the increase in operating
and administrative expenses as a percentage of sales.

Interest expense, net from continuing operations increased to $6.0
million for the quarter, as compared to $4.0 million for the
prior-year quarter. This increase is primarily due to the
company's adoption of FIN No. 46 and the recording of $2.4 million
of interest expense costs that previously was reflected as rental
expense in cost of sales.

The company recorded in the third quarter the last anticipated
charges associated with the divestiture transactions. The company
recorded $5.2 million net of tax in special charges in the third
quarter related to its discontinued operations, including $1.1
million related to the sale and divestiture of the company's
Florida foodservice and stores businesses and $4.1 million in
charges related to the divestiture of the northern California
foodservice operation net of the gain realized on sale of certain
assets. Including these special charges, the company reported a
loss from discontinued operations, net of tax, of $7.4 million for
the sixteen-week quarter ended October 5, 2003 ($0.25 per diluted
share) and a loss from discontinued operations, net of tax, of
$5.4 million for the prior-year quarter ($0.18 per diluted share).

Year-to-date in 2003, the company's net cash flow from operations
was $50.2 million, an 18 percent increase from the prior-year
level.

In October 2003, the company entered into amendments of its
revolving credit facility and synthetic lease facility to amend
certain financial covenants. The company is currently in
compliance with all covenants of its facilities and expects to
remain in full compliance with the covenants through the
expiration of the respective terms of the facilities. As
previously announced, the company applied $42 million of cash
proceeds from the divestiture transactions to reduce the balance
outstanding under its revolving credit facility and the
corresponding facility commitment amount. During the quarter, an
additional $4 million reduction was also made to the balance
outstanding. At the end of the third quarter, the company's usage
of its revolving credit facility was $75 million, and the facility
commitment amount was $127.8 million. At the end of the third
quarter, availability under the facility was approximately $34
million, as determined by the facility's borrowing base formula.

Founded in 1871 in downtown Los Angeles, Smart & Final Inc.
operates 229 non-membership warehouse stores for food and
foodservice supplies in California, Oregon, Washington, Arizona,
Nevada, Idaho, and northern Mexico at the end of the 2003 third
quarter. For more information, visit the company's Web site at
http://www.smartandfinal.com

As reported in Troubled Company Reporter's July 25, 2003 edition,
the Company's second quarter 2003 results from discontinued
operations were a loss of $41.7 million net of tax. Of this
amount, $40.2 million net of tax reflects the estimated loss on
sale and divestiture. The company anticipates that charges of an
additional $6 million after-tax will be recorded in the balance of
2003, associated with lease termination costs and severance costs
related to the Florida stores business.

The company has obligations under a revolving credit facility and
the synthetic lease facility that are subject to certain financial
ratio covenants. Following the recording of the special charges
the company was not in compliance with certain of these covenants
at the end of the second quarter 2003, and by operation of the
covenants the company would not be in compliance for a 12 month
period thereafter. As a result, the company's obligations under
the revolving credit facility and the synthetic lease facility
have been classified as current liabilities in the company's
balance sheet as of June 15, 2003. The company has received
waivers of default effective as of June 15, 2003 and intends to
negotiate amendment of certain covenants to achieve compliance in
future periods.

At the end of the second quarter 2003 the company reported balance
sheet cash of $39.5 million and had approximately $14 million in
available liquidity under the revolving credit agreement.


STARWOOD HOTELS: Launches Tender Offer for Westin Hotels Limited
----------------------------------------------------------------
Starwood Hotels & Resorts Worldwide, Inc. (NYSE:HOT) has commenced
its tender offer for all of the outstanding units of limited
partnership of Westin Hotels Limited Partnership, the owner of the
Westin Michigan Avenue Hotel in Chicago, Illinois, at a purchase
price of $625 in cash per Unit.

In connection with the tender offer, Starwood is soliciting the
consent of WHLP's limited partners to proposals that would
facilitate Starwood's purchase of 100% of the Units. These include
proposals to amend WHLP's partnership agreement to, among other
things, render certain transfer restrictions inapplicable to
Starwood's tender offer, to certain types of similar tender
offers, and to mergers that follow those tender offers. Starwood
is also seeking the consent of the limited partners to effect a
merger, following its tender offer, of WHLP with or into an
affiliate of Starwood for the same $625 purchase price.
Subsidiaries of Starwood are the general partner of WHLP and
manage the Westin Michigan Avenue Hotel.

An unsolicited tender offer by Kalmia Investors, LLC for
approximately 54% of the Units at a purchase price of $550 per
Unit is currently pending and is scheduled to expire at 5:00 p.m.,
EST, on Friday, November 7, 2003. The offer price in Starwood's
tender offer is $75 more per Unit than the price Kalmia is
offering, which represents a 14 % premium. Starwood's offer is for
100% of the Units, while Kalmia is offering to purchase only 54%
of the Units, which may mean that each Unitholder will only be
able to tender 54% of its Units in the Kalmia tender offer. In
addition, Kalmia is not seeking consents to render any of the
transfer restrictions contained in WHLP's partnership agreement
inapplicable to its offer, which may mean that Kalmia's purchase
of Units pursuant to its offer may be delayed, limited or
precluded entirely. Because Kalmia's tender offer is not for 100%
of the Units, it would not be affected by Starwood's consent
solicitation. There are currently 135,600 Units outstanding in
WHLP.

Unitholders who have any questions about Starwood's tender offer,
need help or would like additional copies of the Offer to Purchase
and Solicitation Statement, Agreement of Assignment and Transfer,
Consent Form or other documents disseminated with respect to the
Offer to Purchase and Solicitation Statement should contact
Starwood's Information Agent, D.F. King & Co., Inc., toll-free at
888-605-1957.

Starwood Hotels & Resorts Worldwide, Inc. (Fitch BB+ Convertible
Debt Rating, Negative) is one of the leading hotel and leisure
companies in the world with 740 properties in more than 80
countries and 105,000 employees at its owned and managed
properties. With internationally renowned brands, Starwood is a
fully integrated owner, operator and franchisor of hotels and
resorts including: St. Regis, The Luxury Collection, Sheraton,
Westin, Four Points by Sheraton, W brands, as well as Starwood
Vacation Ownership, Inc., one of the premier developers and
operators of high quality vacation interval ownership resorts. For
more information, visit http://www.starwood.com


SUNTERRA CORP: Distributes New Common Stock to Unsecured Creditors
------------------------------------------------------------------
The Third Amended and Restated Joint Plan of Reorganization under
Chapter 11 of the United States Bankruptcy Code filed by Sunterra
Corporation and approved by the Bankruptcy Court on June 21, 2002,
provided that the general unsecured claims class would receive a
distribution of Sunterra common stock.

In accordance with the Plan, the Company distributed approximately
382,000 of these shares on Friday, October 31, 2003. The
distribution was completed upon settlement or resolution of
certain claims.

Sunterra is one of the world's largest time-share vacation
companies, with about 90 resort locations in the Caribbean,
Europe, and North America. About 300,000 families own interests in
the company's resorts, entitling them to a one-week stay at a
resort each year, as well as "vacation points," which may be
redeemed at participating resorts. Sunterra also offers financing
services and develops and manages resort properties. It markets
properties under the Sunterra name and, through licensing
agreements, the Embassy Vacation Resorts name.


TELESYSTEM INT'L: 3rd-Quarter Results Swing-Up to Positive Zone
---------------------------------------------------------------
Telesystem International Wireless Inc. (Nasdaq:TIWI) (TSX:TIW)
reported its results for the third quarter and the first nine
months ended September 30, 2003.

Consolidated operating income before depreciation and amortization
(EBITDA) increased 42.3% to $101.2 million compared to $71.1
million for the third quarter of 2002. Operating income increased
64.4% to $49.9 million compared to $30.4 million for the same
period last year. The strong growth in operating income reflects
the continued solid financial performance in Romania and improved
results in the Czech Republic where the Company's operating
subsidiary recorded its second quarter of positive operating
income. This continued growth resulted in a $3.1 million net
income compared to a loss from continuing operations of $9.0
million for the same period in 2002.

"We are very pleased with our third quarter and year-to-date
results, as both of our operations continue to record outstanding
financial performances. During the third quarter, Cesky Mobil
continued to generate strong results and reinforced its strategy
of targeting postpaid subscribers," said Bruno Ducharme, President
and Chief Executive Officer of TIW. "In Romania, MobiFon is
continuing to generate strong EBITDA margin and higher operating
income", added Mr. Ducharme.

                      Results of Operations

TIW recorded net subscriber additions for the third quarter of
343,538 to reach total subscribers from continuing operations of
4,582,295, up 23.6% compared to 3,707,337 at the end of the third
quarter of 2002. Consolidated service revenues increased 39.0% to
$243.5 million compared to $175.5 million for the third quarter of
2002. The strong revenue growth, lower selling, general and
administrative expenses as a percent of revenues and continued
cost management at the corporate level resulted in an operating
income of $49.9 million compared to $30.4 million for the same
period last year.

Income from continuing operations was $3.1 million, or $0.03 per
share basic and fully diluted compared to a loss from continuing
operations of $9.0 million or $0.09 per share for the third
quarter of 2002. Net income for the third quarter 2003 also
amounted to $3.1 million or $0.03 per share basic and fully
diluted compared to a net loss of $41.3 million or $0.41 per share
for the third quarter 2002. The 2002 results include a loss from
our Brazil discontinued operations of $32.3 million.

For the first nine months of 2003, consolidated service revenues
increased 39.0% to $654.0 million compared to $470.6 million for
the same period last year. Operating income increased 86.7% to
$128.8 million from $69.0 million for the same period last year.
Income from continuing operations was $21.4 million or $0.22 per
share basic and fully diluted compared to $70.4 million, or $0.77
per share. The 2003 results include a gain of $19.4 million on the
sale of a minority interest in MobiFon, while the 2002 income from
continuing operations includes a pre-tax non-cash gain of $91.1
million related to the financial restructuring of the Company
completed in the first quarter of 2002 and the expiry of the Units
during the second quarter of 2002 offset by $10.1 million of
expenses related to the extinguishment of debt in MobiFon. Net
income for the nine month period ended September 30, 2003 was
$12.6 million or $0.13 per share basic and fully diluted compared
to a net loss of $91.5 million or $1.07 per share basic and fully
diluted for the corresponding prior year period. These results
included losses from discontinued operations of $8.8 million and
$161.9 million, respectively, which related to our discontinued
Brazilian cellular operations which were disposed of on March 26,
2003 for gross proceeds of $70.0 million.

                     MobiFon S.A. - Romania

MobiFon S.A., the market leader in Romania with an estimated 48.4%
share of the cellular market, added 215,954 net subscribers for
the third quarter for a total of 2,962,081, compared to 2,462,560
subscribers at the end of the same 2002 period, an increase of
20%. Connex focused on attracting higher-end postpaid subscribers,
achieving a 43/57 prepaid/postpaid mix of new subscribers for the
quarter and resulting in a 63/37 prepaid/postpaid mix at the end
of September 2003 compared to 65/35 a year ago. In September,
MobiFon increased the validity period for its prepaid users from
12 months to 14 months. The change aligns MobiFon's policy with
its main competitor's policy and accounts for an estimated
reduction in churn of 32,000 subscribers for the quarter.

On October 6, 2003, Connex was the first Romanian operator to
reach the 3 million subscriber milestone, a direct consequence of
a very strong third quarter performance. The third quarter of 2003
marked MobiFon's second largest quarterly subscriber growth, the
best Q3 in MobiFon's history and is also estimated to have set
record growth for the Romanian market as a whole. Management
believes such growth to be reflective of an improved economic
environment in Romania and increased marketing activities by all
operators. During the past 12 months, management estimates
cellular penetration in Romania increased to 28.2% from 20.4% at
the end of the third quarter of 2002.

Service revenues reached $144.1 million, a 28.0% increase over
$112.6 million for the third quarter of 2002. This increase was
largely attributable to an 18.9% increase in average subscribers
and a 6.8% increase in monthly average revenue per user. ARPU for
the third quarter reached $15.44 compared to $14.44 in the second
quarter and $14.45 for the same period of last year. Cost of
services increased 35.3% to $28.5 million compared to $21.0
million for the same period last year primarily due to higher
interconnection, roaming and site costs as a result of the greater
subscriber base and network traffic. SG&A expenses increased to
22.6% of service revenues compared to 20.8% for the 2002
corresponding period in support of higher postpaid subscriber
acquisition, as well as, a required build up of customer service
to support the postpaid growth and the implementation of a new
billing system. During the quarter, Connex reached its largest
EBITDA level ever achieved. EBITDA increased 18.7% to $76.4
million compared to $64.4 million for the same period last year.
EBITDA as a percentage of service revenue decreased to 53%
compared to 57% in the quarter ending September 30, 2002, as a
result of costs incurred in acquiring new subscribers,
particularly for the postpaid segment. Operating income rose 11.7%
to $48.0 million compared to $43.0 million for the third quarter
of 2002.

For the first nine months, service revenues increased 23.4% to
$384.4 million compared to $311.5 million for the same period last
year. EBITDA increased 23.6% to $213.6 million compared to $172.8
million for the 2002 period. Operating income rose 17.8% to $129.7
million compared to $110.1 million for the first nine months of
2002.

               Cesky Mobil a.s. - Czech Republic

Cesky Mobil a.s. added 100,650 net subscribers in the third
quarter to reach 1,438,142, an increase of 26.2% compared to
1,139,567 subscribers at the end of the third quarter of 2002. The
company's focus on postpaid growth continued to be successful with
postpaid subscribers representing 49% of net additions during the
quarter. As a result, the company's prepaid/postpaid mix as of
September 30, 2003 was 59/41 compared to 71/29 at September 30,
2002. Oskar estimates it held a 15.8% share of the national
cellular market as of September 30, 2003, compared to a 14.1%
share at the same time last year. During the past 12 months,
management estimates cellular penetration in the Czech Republic
increased to 90% from 78% at the end of the third quarter of 2002.

During the quarter Oskar continued to develop strong programs
focusing on acquisition of business customers and postpaid
consumers. As a result, postpaid subscribers now account for over
41% of Oskar's subscriber base. Furthermore, customer relationship
management continued to focus on several strategic initiatives
aimed at retaining Oskar's most profitable customers.

Service revenues increased 58.1% to $99.4 million compared to
$62.9 million for the third quarter of 2002 primarily due to a
25.5% increase in average subscribers and a 26.0% increase in
ARPU. ARPU for the third quarter reached Czech Koruna 656.4
($22.93) compared to Czech Koruna 641.5 ($23.18) in the second
quarter and Czech Koruna 559.6 ($18.20) for the same period of
last year.

Oskar recorded EBITDA of $26.0 million compared to EBITDA of $8.4
million for the same period last year. This improvement reflects
the revenue impact of solid subscriber growth, the company's focus
on postpaid growth and the economies of scale realized as fixed
costs are spread over the larger subscriber base. SG&A expenses
declined to 27.0% of service revenues compared to 33.7% for the
same period last year. Oskar recorded positive operating income of
$3.1 million for the third quarter 2003, compared to an operating
loss of $10.9 million for the third quarter of 2002.

For the first nine months, service revenues increased 69.5% to
$269.7 million compared to $159.1 million for the same period in
2002. EBITDA reached $71.7 million compared to EBITDA of $12.9
million for the first nine months of last year, an improvement of
$58.8 million. Operating income reached $4.4 million compared to a
loss of $34.4 million for the same period in 2002.

On September 23, 2003, the lower house of the Czech Parliament
passed an amendment to a bill that calls for the reclassification
of the Value Added Tax from the 5% to the 22% category for
telecommunication services, effective January 2004. The amendment
is one in a series related to public-finance reform and part of
the government's effort to combat the state's public deficit. The
reforms also call for a decrease in the corporate income-tax rate,
from the current 31% to 24% by 2006. Management is currently in
the process of evaluating the possible impact of this new
regulation on future operational results.

                      Corporate and Other

The Company's wireless operations in India and other corporate
activities recorded negative operating income of $1.2 million for
the third quarter ended September 30, 2003 and negative operating
income of $5.3 million for the first nine months of 2003, compared
to negative operating income of $1.7 million and of $6.7 million
respectively for the same periods last year. Our proportionate
share of Hexacom's net income which is included in the above
corporate and other results was $1.1 million and $2.6 million for
the three and nine months ended September 30, 2003 compared to
$0.7 million and $2.2 million for the same periods last year.

                 Liquidity and Capital Resources

For the third quarter of 2003, operating activities provided cash
of $52.2 million and of $172.0 million for the first nine months
compared to $28.3 million and $85.9 million respectively in the
corresponding 2002 periods, mainly explained by the increase in
the 2003 EBITDA over the corresponding periods in 2002 offset by
higher taxes paid by MobiFon in 2003.

Investing activities used cash of $32.5 million for the quarter
ended September 30, 2003, compared to $59.0 million in the
corresponding 2002 period as a result of lower acquisitions of
property, plant and equipment. For the first nine months of 2003,
investing activities used cash of $90.4 million compared to $166.0
million for the first nine months of 2002. During the 2003 period,
the Company received net proceeds of $41.5 million from the sale
of a minority interest in MobiFon. Acquisitions of property, plant
and equipment in the first nine months of this year were lower
than in the corresponding period last year and were $133.3 million
and $166.4 million, respectively.

Financing activities used cash of $134.6 million for the third
quarter and $73.7 million year to date. The cash used in financing
activities in the third quarter included $148.2 million used in
redeeming all of the Company's remaining 14% Senior Notes. The
cash used in financing activities on a year-to-date basis
consisted of $28.1 million in additions to restricted cash, $59.5
million distributed to minority shareholders, $47.4 million
representing a full repayment of TIW's senior corporate bank
facility, $12.9 million of deferred financing costs and $223.9
million in repayment of long-term debt offset by $18.9 million
received from the issuance of subsidiaries' shares to non-
controlling interests and $279.0 million proceeds from debt
issuance. During the first nine months of 2002, sources of cash
from financing activities included proceeds of $41.2 million from
TIW's financial recapitalization, $29.9 million from the issuance
of subsidiaries' shares to non-controlling interests and $52.6
million in net long-term debt borrowings. These were partially
offset by $19.9 million in repayment of short-term loans, $9.8
million distributed to non-controlling interests in MobiFon, $7.8
million of deferred financing costs and resulted in $86.2 million
being provided by financing activities.

In October 2002, the shareholders of MobiFon approved
distributions of up to $38.8 million by means of a share
repurchase. Shareholders had the opportunity to tender their
shares up to June 30, 2003 in order to realize their pro-rata
share of this distribution. During 2002, ClearWave received its
pro-rata share of such distributions which amounted to $24.6
million and other minority shareholders had received $0.8 million.
During the second quarter of 2003 the remaining shareholders
tendered their shares. A payment of $5.6 million relating to such
tender was made during the second quarter and the remaining $7.8
million was paid on July 18, 2003. As a result, ClearWave's equity
interest and TIW's ultimate equity interest in MobiFon increased
to 57.7% and 49.4% from 56.6% and 48.4% at the end of the first
quarter of 2003.

In April 2003, MobiFon declared and paid a dividend of Lei 1,974
trillion ($59.1 million) of which ClearWave's share amounted to
$33.5 million. In July 2003, the shareholders of MobiFon approved
additional distributions of Lei 1.188 trillion ($35.7 million) by
means of a par value reduction that was distributed on October 22,
2003 of which $15.1 million was paid to minority shareholders.
This amount is classified within current liabilities as
distribution payable to non-controlling interests as at September
30, 2003.

On June 27, 2003, MobiFon Holdings B.V., a wholly-owned subsidiary
which holds the Company's investment in MobiFon, closed a $225
million issue of 12.5% Senior Notes by way of private placement.
The Notes were sold at 97.686% of par for gross proceeds of $219.8
million and for a yield to maturity of 13%. Net proceeds from the
offering, after deducting issuance expenses, were $210.0 million
of which $28.1 million was used to establish a debt service
reserve account for the benefit of the noteholders which has been
reflected as restricted cash on the balance sheet. ClearWave used
a portion of the proceeds to fully repay the demand notes to the
Company and, on June 30, 2003, declared a dividend out of share
premium of $1.69 per share. On July 9, 2003, ClearWave paid these
dividends to shareholders which totaled $142.1 million. The
Company's share of these distributions amounted to $121.6 million,
before deducting withholding taxes of $2.9 million which was
included in income tax expense during the second quarter. TIW used
the proceeds from these distributions and its cash on hand to
redeem all of its remaining 14% Senior Notes plus accrued
interest.

The Notes mature on July 31, 2010. Interest on the Notes accrues
at the rate at 12.5% per annum commencing on June 27, 2003 and
will be payable in cash semi-annually in arrears on each
January 31 and July 31 commencing on January 31, 2004. The Notes
are unsecured, except to the extent of a security interest in the
debt service reserve account. Before July 31, 2006, MobiFon
Holdings may redeem up to 35% of the Notes with the proceeds of
certain equity offerings at a redemption price of 112.50% of the
principal amount. From July 31, 2007, MobiFon Holdings may redeem
all or part of the Notes at declining prices ranging from 106.25%
to 100.00% of the principal amount. Within 30 days after the end
of the period beginning on June 27, 2003 and ending July 31, 2004
and for each 12-month period thereafter, MobiFon Holdings has an
obligation to offer to purchase a portion of the Notes at par,
plus accrued and unpaid interest, with 50% of its excess cash flow
for that period. The indenture governing the Notes contains
customary negative covenants which, among other things, limit the
ability of MobiFon Holdings and that of its subsidiaries to incur
additional debt, make investments, dispose of assets or make
distributions not provided for by the indenture. In addition,
MobiFon Holdings will not be permitted to engage in activities
other than primarily holding its equity interests in MobiFon S.A.
or to reduce its ownership in MobiFon S.A. to below 50.1%.

On October 16, 2003, MobiFon Holdings' registration statement
filed with the United States Securities and Exchange Commission
was declared effective whereby substantially similar notes will be
registered under the Securities Act when issued pursuant to an
exchange offer launched on October 17, 2003. The exchange offer is
expected to close by November 17, 2003. During the nine-month
period ended September 30, 2003, financing costs in the amount of
$9.8 million relating to the issuance of these Notes were
deferred.

Cash and cash equivalents, including restricted cash, at the end
of the third quarter ended September 30, 2003 totaled $163.6
million, including $2.5 million at the TIW level, $9.4 million at
ClearWave and $31.3 million at MobiFon Holdings which included
$28.1 million in restricted cash.

As of September 30, 2003, total consolidated indebtedness was $1.1
billion, of which $1.3 million was at the TIW level, $220 million
at the MobiFon Holdings level, $296.6 million at MobiFon and
$586.4 million at Cesky Mobil.

On October 6, 2003, a minority shareholder of Cesky Mobil gave
notice of its intention to exercise its option to sell its 3.62%
share in Cesky Mobil to TIW Czech N.V at a price of approximately
600 million Czech Koruna ($21.8 million). TIW Czech N.V will
finance the acquisition, which is expected to be finalized during
the first quarter of 2004, via shareholders' contributions. The
Company's share of this commitment is $5.3 million.

On October 21, 2003, the Company entered into a private
transaction to acquire 1,009,300 class A subordinate voting shares
of ClearWave from an institutional investor, in exchange for the
issuance of 1,374,666 common shares of the Company. The 1,009,300
ClearWave class A shares to be acquired represent a 1.2% equity
interest and a 0.4% voting interest in ClearWave. The transaction,
which is scheduled to close in November, will increase the
Company's equity and voting interest in ClearWave from 85.6% and
94.9% respectively, to 86.8% and 95.3% respectively. With this
transaction, TIW aims at increasing its economic interest in
MobiFon and Cesky Mobil. In the future, TIW may seek to further
increase its economic interest in its subsidiaries by proceeding
with similar transactions or otherwise.

The Company expects to have future capital requirements,
particularly in relation to the expansion and addition of capacity
of its cellular networks, the acquisition of Cesky Mobil shares
pursuant to the above described option, and for servicing of its
debt. The Company intends to finance such future capital
requirements from cash and cash equivalents, cash flows from
operating activities, drawings on MobiFon and Cesky Mobil's senior
loan facilities and by equity contributions from TIW Czech N.V
shareholders. In July 2003, the shareholders of TIW Czech N.V.
made additional equity contributions totaling 22.0 million euros
($24.9 million) of which 16.7 million euros ($18.9 million) was
made by minority shareholders. This amount was mainly used to fund
Cesky Mobil's network expansion. The Company intends to service
the debt in MobiFon Holdings and its general corporate expenses
mainly by distributions to shareholders from MobiFon.

TIW (S&P, B- Long-Term Corporate Credit Rating, Stable Outlook) is
a leading cellular operator in Central and Eastern Europe with
almost 4.2 million managed subscribers.  TIW is the market leader
in Romania through MobiFon S.A. and is active in the Czech
Republic through Cesky Mobil a.s.  The Company's shares are
listed on the Toronto Stock Exchange ("TIW") and NASDAQ ("TIWI").


TELETECH: William S. Beans Heads Communications & Media Biz Unit
----------------------------------------------------------------
TeleTech Holdings, Inc. (Nasdaq: TTEC), a global provider of
customer solutions, announced three new executive appointments.

William S. Beans, Jr., has been named president of the
communications and media business unit. Prior to TeleTech, he
served as chairman, president and chief executive officer of
SwitchPoint Networks, Inc., a leader in the development of next-
generation networks for the residential and small business
broadband markets. The communications and media business unit, the
first to be implemented by TeleTech, includes the wireline,
wireless, cable and media verticals. In this role, Beans will lead
the business unit to deliver financial and customer results that
promote long-term growth and increased profitability.

John A. Hoholik has been appointed senior vice president of global
solutions and alliances. Hoholik was most recently president of
Mosaic's marketing and technology services group, where he
implemented cross-channel integration strategies to improve
customer loyalty. Prior to Mosaic, he served as executive vice
president in charge of the customer management group at Digitas --
formerly Bronner, Slosberg, Humphrey -- a high-profile direct
marketing firm. In this role, he led a group of professionals who
designed, created and implemented customer relationship management
(CRM), teleservices and training solutions for Fortune 500 clients
in North America and Europe. Hoholik's primary responsibility at
TeleTech will be developing and marketing TeleTech's next-
generation solutions, as well as directing public relations and
supporting new business and account development.

Andrew Pearce has been named president and general manager of
TeleTech's Asia-Pacific operations. He is responsible for managing
the ongoing business performance and growth of TeleTech throughout
the Asia-Pacific region. Pearce has held a number of positions
during his six-year tenure with TeleTech, including his prior role
as general manager of TeleTech's Asian business unit. In this
position, Pearce was responsible for building TeleTech's Asian
business from its start-up phase in late 1998 to its current
status as one of the largest providers of customer solutions in
the region.

"I am pleased to welcome these three seasoned professionals to
TeleTech's executive team," said Kenneth Tuchman, TeleTech's
chairman and chief executive officer. "Their collective leadership
skills, combined with their individual talent and expertise, will
be integral to TeleTech's continued success in creating valuable
solutions that deliver tangible benefits for our clients."

TeleTech partners with clients to develop and execute relevant
solutions that enable them to build and grow profitable
relationships with their customers. TeleTech has built a global
capability supported by 52 customer interaction environments that
employ more than 27,000 professionals spanning North America,
Latin America, Asia-Pacific and Europe. For additional
information, visit http://www.teletech.com

                         *     *     *

                LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2003, the Company had cash and cash equivalents of
$105.0 million compared to $144.8 million at December 31, 2002.
The decrease of $39.8 million from December 31, 2002, primarily
resulted from the Company's operating loss, an increase in days
sales outstanding and capital expenditures. DSOs increased from 49
days at December 31, 2002 to 62 days at June 30, 2003. The
increase in DSOs primarily relate to the Company's Database
Marketing and Consulting segment. As previously discussed, the
majority of the Company's customers in this segment are automobile
dealers of a certain OEM. While the Company's contracts are with
the dealers, and the dealers are ultimately responsible for paying
the Company, the Company has entered into a billing arrangement
with the OEM whereby the OEM bills and collects on the Company's
behalf. The Company has similar arrangements with certain other
OEMs. Per the terms of the agreement, the OEM is to remit
collected payments to the Company within 45 days. As of June 30,
2003, the OEM had not remitted payment for services rendered since
February 2003 and owed the Company approximately $22.0 million.
The delay in payment was caused by the current negotiations with
the OEM to renew its marketing agreement with the Company in
advance of its July 31, 2003 expiration date. As a result of this
delay, the Company's DSOs increased by an incremental seven days
and contributed to an operating cash flow deficit. Subsequent to
June 30, 2003, the Company received payment in full for all past
due invoices from the OEM. While management cannot predict DSOs on
a quarter-to-quarter basis, it does consider 49 days to be
unusually low and 55 days to 60 days to be in a more normal range
given its domestic vs. international revenue mix and contract
payment terms. Net cash used in operating activities was $9.8
million for the six months ended June 30, 2003 compared to net
cash provided of $18.3 million for the six months ended June 30,
2002.

Cash used in investing activities was $62.8 million for the six
months ended June 30, 2003 compared to $16.9 million for the six
months ended June 30, 2002. For the six months ended June 30,
2003, the Company had capital expenditures of $58.3 million
compared to $16.8 million for the six months ended June 30, 2002.
In February 2003, the Company purchased its corporate headquarters
building for $38.2 million, which was previously under a synthetic
lease using proceeds from the Revolver. Excluding the purchase of
the corporate headquarters building, the amount of capital
expenditures were similar between periods. During the six months
ended June 30, 2003 the Percepta board of directors approved
distributions of $4.0 million to the joint venture partners. As a
result, $1.8 million has been distributed to Ford Motor Company as
the minority shareholder of the joint venture. The Company expects
the Percepta board of directors to continue these distributions
through the remainder of 2003. Additional cash flow uses have
primarily been for the internal development of software.

Cash provided by financing activities was $36.3 million for the
six months ended June 30, 2003 as compared to $0.1 million for the
six months ended June 30, 2002. Excluding the $39.0 million in
borrowings under the line of credit, the cash used in financing
activities for 2003 and 2002 was primarily related to repayments
of debt and capital leases, as well as the purchase of treasury
stock. In December 2002, the Company's Board of Directors
authorized the continuation of a previous repurchase program
authorizing the purchase of up to an additional $25.0 million of
the Company's stock. Through June 30, 2003, the Company had
purchased approximately $0.7 million of its common stock under the
new repurchase program.

Historically, capital expenditures have been, and future capital
expenditures are anticipated to be, primarily for the development
of customer interaction centers, technology deployment and systems
integrations. The level of capital expenditures incurred in 2003
will be dependent upon new client contracts obtained by the
Company and the corresponding need for additional capacity. In
addition, if the Company's future growth is generated through
facilities management contracts, the anticipated level of capital
expenditures could be reduced. The Company currently expects total
capital expenditures in 2003 to be approximately $40.0 million to
$50.0 million, excluding the purchase of its corporate
headquarters building. The Company expects its capital
expenditures will be used primarily to open several new non-U.S.
customer interaction centers, maintenance capital for existing
centers and internal technology projects. Such expenditures are
expected to be financed with internally generated funds, existing
cash balances and borrowings under the Revolver.

The Company's Revolver is with a syndicate of five banks. Under
the terms of the Revolver, the Company may borrow up to $85.0
million with the ability to increase the borrowing limit by an
additional $50.0 million (subject to bank approval) within three
years from the closing date of the Revolver (October 2002). The
Revolver matures on December 28, 2006 at which time a balloon
payment for the principal amount is due, however, there is no
penalty for early prepayment. The Revolver bears interest at a
variable rate based on LIBOR. The interest rate will also vary
based on the Company leverage ratios (as defined in the
agreement). At June 30, 2003 the interest rate was 2.5% per annum.
The Revolver is unsecured but is guaranteed by all of the
Company's domestic subsidiaries. At June 30, 2003, $39.0 million
was drawn under the Revolver. A significant restrictive covenant
under the Revolver requires the Company to maintain a minimum
fixed charge coverage ratio as defined in the agreement.

The Company also has $75.0 million of Senior Notes which bear
interest at rates ranging from 7.0% to 7.4% per annum. Interest on
the Senior Notes is payable semi-annually and principal payments
commence in October 2004 with final maturity in October 2011. A
significant restrictive covenant under the Senior Notes requires
the Company to maintain a minimum fixed charge coverage ratio.
Additionally, in the event the Senior Notes were to be repaid in
full prior to maturity, the Company would have to remit a "make
whole" payment to the holders of the Senior Notes. As of June 30,
2003, the make whole payment is approximately $11.9 million.

During the second quarter of 2003, the Company was not in
compliance with the minimum fixed charge coverage ratio and
minimum consolidated net worth covenants under the Revolver and
the fixed charge coverage ratio and consolidated adjusted net
worth covenants under the Senior Notes. The Company has worked
with the lenders to successfully amend both agreements bringing
the Company back into compliance. While the Revolver and Senior
Notes had subsidiary guarantees, they were not secured by the
Company's assets. In connection with obtaining the amendments, the
Company has agreed to securitize the Revolver and Senior Notes
with a majority of the Company's domestic assets. As part of the
securitization process, the two lending groups need to execute an
intercreditor agreement. If an intercreditor agreement is not in
place by September 30, 2003, the lenders could declare the
Revolver and Senior Notes in default. The lenders and the Company
believe they will be able to execute the intercreditor agreement
by September 30, 2003. However, no assurance can be given that the
parties will be successful in these efforts. Additionally, the
interest rates that the Company pays under the Revolver and Senior
Notes will increase as well under the amended agreements. The
Company believes that annual interest expense will increase by
approximately $2.0 million a year from current levels under the
Revolver and Senior Notes as amended. The Company believes that
based on the amended agreements it will be able to maintain
compliance with the financial covenants. However, there is no
assurance that the Company will maintain compliance with financial
covenants in the future and, in the event of a default, no
assurance that the Company will be successful in obtaining waivers
or future amendments.

From time to time, the Company engages in discussions regarding
restructurings, dispositions, mergers, acquisitions and other
similar transactions. Any such transaction could include, among
other things, the transfer, sale or acquisition of significant
assets, businesses or interests, including joint ventures, or the
incurrence, assumption or refinancing of indebtedness, and could
be material to the financial condition and results of operations
of the Company. There is no assurance that any such discussions
will result in the consummation of any such transaction. Any
transaction that results in the Company entering into a sales
leaseback transaction on its corporate headquarters building would
result in the Company recognizing a loss on the sale of the
property (as management believes that the current fair market
value is less than book value) and would result in the settlement
of the related interest rate swap agreement (which would require a
cash payment and charge to operations of $5.4 million).


TENNECO AUTOMOTIVE: Fitch Affirms Debt Ratings at Lower-B Level
---------------------------------------------------------------
Fitch Ratings has affirmed Tenneco Automotive Inc.'s senior
secured bank debt at 'B+', senior secured notes at 'B' and
subordinated debt at 'B-'. In addition, the Rating Outlook has
been revised to Stable from Negative. The rating action reflects
Tenneco's stable consolidated operating performance with progress
in cost reduction efforts, greater exposure to light truck
platforms in the North American original equipment operations,
stabilization of European original equipment operations, and good
growth in the rest of world operations allowing for overall
operating profit stability, overcoming general vehicle build rate
weakness and continuing after market softness.

Also, stable consolidated operating profitability coupled with on
going working capital reduction efforts have led to some debt
reduction. Looking forward, Tenneco's aggressive cost cutting
posture and a generally stable original equipment volume
environment going into 2004, plus continued working capital
reduction should allow for the debt reduction trend to continue.
The credit improvement and the resulting outlook upgrade are
balanced, however, by the intensely competitive pricing
environment from both original and after market customers which
may limit and possibly compress margin performance, ultimate
production volume uncertainty, and continued slide in after market
sales. And, due to the highly levered capital structure, Tenneco
stands vulnerable to these operating risks should it not be able
to execute on its operating goals.

For the three and nine months ended September 30, 2003, Tenneco's
consolidated revenues excluding currency effects and catalytic
converter pass-through sales have essentially remained flat at
$0.7 billion and $2.2 billion, respectively, compared to the
previous year. Despite industry volume softness in both North
America and Europe original equipment markets, Tenneco has been
able to outperform the slack demand environment with greater light
truck exposure in North America and new program launches and
favorable platform exposures in Europe. While overall North
American light vehicle production rate was off by 4.2% compared to
the previous year through the nine months ended September 30,
2003, light truck build rate was positive by 1.2%. Tenneco's North
American original equipment operations is more than 2/3rds tilted
to light trucks versus cars.

Sales in Asia, South America and Australia grew at a strong 17%
and 20% to $84 million and $247 million respectively for the three
and nine months ended September 30, 2003 helping to mostly offset
the aftermarket revenue decline seen both in North America and
Europe. North American aftermarket sales decline moderated to
around 5% for the quarter ended September 30, 2003, far better
than double digit rate declines seen in earlier periods. While
Fitch expects Tenneco's overall aftermarket sales to be under
continued pressure from the secular decline related to stainless
steel conversion of exhaust products, particularly in Europe, the
rate of decline is expected to moderate and eventually stabilize
in the intermediate term. Consolidation in the distribution
channels in North America which negatively affected sales in
earlier periods have played out, allowing for Tenneco's pricing
and promotion programs coupled with improving vehicle demographics
in North America to help stabilize revenues. Overall, Fitch
expects Tenneco's sales to be stable to modestly better going into
2004, reflecting a stable North American build rate environment.

Inclusive of charges, consolidated EBIT for the three and nine
months ended September 30, 2003 amounted to $39 million and $137
million, respectively, about flat versus $38 million and $138
million last year. Netting out charges and a one time gain
associated with a sale of facility in 2002, Tenneco's nine month
EBIT performance in 2003 was slightly better at $144 million
compared to $135 million in 2002. While EBIT contribution
continues to be skewed towards the North American operating
segment, European operations have largely addressed problems
related to program launches and other operational issues on the
original equipment side and is expected to show better operating
results in the forthcoming periods. Recent announcement of an
after market facility closure should also help to address the cost
structure in light of revenue declines in the European aftermarket
segment. EBIT performance from the rest of the world operations
(up 33% to $20 million for the nine months ended September 30,
2003) has been a boost to consolidated results and is expected to
continue to perform well.

Tenneco has been parlaying its success in working capital
efficiency to debt reduction. As such, Tenneco has achieved $41
million of balance sheet debt reduction bringing its total balance
sheet debt to $1.404 billion at September 30, 2003 from $1.445
billion at year-end 2002. Factored receivable financing, however,
increased also during the same time frame, up $35 million to $136
million. As 4th quarter has historically been a strong cash flow
quarter with seasonal inflows of working capital, Fitch expects
that Tenneco will be able revert back to prior levels in factored
receivable financing levels and extend its debt reduction trend
into the balance of the year. Beyond that, cash flow from
operating profitability plus working capital reduction could
result in additional debt reduction.

Liquidity and debt maturity profile have been improved following
the June 2003 issuance of senior secured notes to prepay the
amortizing Term Loan A and some revolver balance. At September 30,
2003, in addition to the $63 million in cash on hand, Tenneco had
access to a $400 million revolver for liquidity. The revolver is
also the nearest significant maturity of debt, coming due in
November 2005. Tenneco was well in excess of bank compliance
ratios at September 30, 2003.

Tenneco Automotive Inc., headquartered in Lake Forest, Illinois,
is a leading global producer of ride control and emissions/exhaust
components, modules and systems for both the OEM and the
aftermarket. About 74% of its revenues come from the OEM market
and 26% is derived from the aftermarket. Geographically, 55% of
revenue is from North America, 35% in Europe, 10% from rest of the
world. Major product lines on the ride control side are shock
absorbers, struts, roll control systems, and on the exhaust
management side are manifolds, catalytic converters, and mufflers.


THE PANTRY INC: Completes Acquisition 138 Golden Gallon Stores
--------------------------------------------------------------
On October 16, 2003, The Pantry, Inc. (S&P, B+ Corporate Credit
Rating)1, completed the acquisition of 138 convenience stores
operating under the Golden Gallon name from Ahold USA, Inc. The
acquired assets include 138 operating convenience stores, 131 of
which are fee-owned stores, a dairy plant and related assets, a
fuel hauling operation, corporate headquarters buildings and 25
undeveloped sites. Other than the dairy plant and related assets
and the fuel hauling operation, the Company intends to use the
acquired assets in the convenience store retail business.
Simultaneous with the closing, the Company sold the dairy plant
and related assets to National Dairy Holdings, LP, a Delaware
limited partnership, and the fuel hauling operation to Eagle
Transport Corporation, a North Carolina corporation, each of whom
are existing suppliers of the Company.

The aggregate purchase price of the acquired assets, which was
determined through arms-length negotiations between the Company
and Ahold USA, Inc., was $187 million. The acquisition was
structured as two simultaneous transactions whereby certain real
estate assets (114 of the 131 fee-owned stores) were purchased and
financed through a $94.5 million sale/leaseback transaction, and
the Golden Gallon operations and the balance of the real estate
assets were purchased for approximately $92.5 million in cash. The
Company funded the second transaction with $80 million of debt
through borrowings under the Company's existing senior secured
credit facility and available cash.


TYCO INTERNATIONAL: Red Ink Continued to Flow in Fourth Quarter
---------------------------------------------------------------
Tyco International Ltd. (NYSE: TYC, BSX: TYC, LSE: TYI) reported a
loss of $0.15 per share for its fourth quarter, compared to a loss
of $0.72 per share in the fourth quarter of 2002. For the full
fiscal year 2003, Tyco reported earnings of $0.49 per diluted
share, compared to a loss of $4.62 in fiscal 2002.

Tyco also initiated a divestiture and restructuring program as
part of its previously discussed strategy to sharpen the focus on
its core businesses, simplify operations, and improve its cost
structure. This program has, along with other actions, resulted in
pre-tax charges of $1.2 billion in the fourth quarter and reduced
the Company's fourth quarter earnings per share by $0.49.

Chairman and Chief Executive Officer Ed Breen said: "Our operating
results are in line with expectations. In addition, our focus and
execution on cash generation in the quarter were outstanding,
providing us with increased financial flexibility as we move into
2004. Tyco's core businesses are strong, we continue to make
progress in improving our operating efficiency, and I believe the
restructuring and divestiture actions we are announcing today will
enhance our future performance."

Other results for the quarter and full year include:

Revenues were $9.5 billion for the quarter, compared to $9.4
billion for the fourth quarter of last year. For the full year,
revenues were $36.8 billion, compared to $35.6 billion for fiscal
year 2002.

Excluding the impact of foreign exchange, revenues were down
slightly in the fourth quarter and essentially level in fiscal
2003 compared to fiscal 2002.

Cash from operating activities was $1.8 billion in the fourth
quarter and $5.4 billion for the fiscal year. Free cash flow was
$1.4 billion in the fourth quarter, compared to $0.9 billion in
the same period last year. Fourth quarter free cash flow included
a voluntary $207 million contribution to the Company's pension
plans. For the year, free cash flow was $3.2 billion, compared to
$0.8 billion for fiscal year 2002.

               Divestiture and Restructuring Program

As part of its divestiture program, Tyco intends to sell the Tyco
Global Network, its undersea fiber optic telecommunications
network, as well as to exit more than 50 other businesses.

The businesses to be exited, the largest of which had annual sales
of less than $400 million, had combined annualized revenues of
$2.1 billion in fiscal year 2003, or about six percent of the
Company's total revenue base. The TGN had a pre-tax operating loss
of $117 million, while the remaining businesses to be exited had a
combined operating profit of approximately $55 million in 2003.
Excluding the TGN, Tyco expects to generate at least $400 million
in proceeds from the divestiture program and further expects the
program to generate a pre-tax loss of $250 million to $750
million.

The businesses to be exited are in every Tyco business segment
except Plastics & Adhesives. Measured on the basis of revenue,
more than half of the planned divestitures are in the Fire &
Security segment. Aside from the TGN, the Company is not
identifying at this time which businesses will be exited.

Tyco's restructuring program includes the consolidation of 219
manufacturing, sales, distribution, and other facilities. These
actions are expected to reduce employment levels by about 7,200
employees. Of the facilities to be consolidated, 184 are in Fire &
Security, 30 are in Plastics & Adhesives, and the remainder are in
Engineered Products & Services. The charges associated with the
restructuring program, most of which will be expensed in fiscal
year 2004, are expected to be about $400 million, of which
approximately $280 million is cash. Total annualized savings from
the restructuring program are estimated at $230 million by 2005.
Additional details are provided in the attached schedule.

Mr. Breen said: "Our divestiture and restructuring moves will
accelerate our ability to improve our profitability as we continue
to make the transition from an acquisition-focused enterprise to a
high-performing operating company. Although the TGN is the world's
largest undersea fiber optic network, we believe consolidation is
needed in this market. Since we are not prepared to invest further
in this industry, we intend to exit the business. The other
planned divestitures are small, non-strategic businesses that
require a disproportionate amount of resources and management
attention."

                         Summary of Charges

In the fourth quarter, the Company recorded pre-tax charges of
$1.2 billion ($0.49 per share of earnings), which consist of the
following:

In anticipation of its sale, the Company reduced the carrying
value of the TGN, which resulted in a non-cash charge of $664
million.

The Company's decision to sell the TGN resulted in a $278 million
non-cash goodwill impairment charge. As a consequence of this
action, there is no longer any goodwill at the segment's Power
Systems and Printed Circuit Board businesses.

As previously announced, the Company adopted FASB Interpretation
No. 46, "Consolidation of Variable Interest Entities," as of
July 1, 2003, primarily in connection with its synthetic leases.
As a result, the Company increased total debt by $562 million and
recorded a non-cash, cumulative effect accounting charge of $116
million pre-tax ($75 million after-tax, and $0.04 per share
impact).

The Company recorded $87 million of non-cash asset impairments and
other charges in the Fire & Security segment, and $47 million of
charges at Tyco corporate.

The Company recorded $53 million in charges in connection with the
restructuring program, which was largely offset by $45 million in
previous restructuring credits.

The Company had cash on hand of approximately $4.2 billion at
September 30, 2003, compared to $3.9 billion at June 30, 2003.

                          Progress in 2003

Mr. Breen noted that in the first full fiscal year under Tyco's
new management, the Company made significant and steady progress
at both the corporate and operating levels. Among other
accomplishments, Tyco:

Reduced the Company's debt by $3.2 billion and restructured its
debt repayment schedule, which solved the Company's short-term
liquidity challenge.

Substantially increased the Company's free cash flow to $3.2
billion for 2003.

Implemented a series of initiatives to improve operational
excellence, including Six Sigma quality programs, Strategic
Sourcing and rationalization of the Company's real estate
footprint.

Strengthened the Fire & Security segment by changing senior
management, focusing the security business on higher quality
customers and capital returns, initiating the streamlining of the
manufacturing organization, and improving operating costs across
the segment.

Expanded margins in the Healthcare segment by 140 basis points,
while increasing R&D spending by 17%.

Improved the cost structure of the Electronics segment, which
better positions this business for margin expansion as the economy
strengthens.

Mr. Breen said: "Over the past year, our employees have made major
progress in addressing the financial, operating and governance
challenges that have faced Tyco. As a result of their hard work,
the Company is in a strong competitive position and can look ahead
to a bright future with many opportunities for growth in our
markets around the world."

                           Outlook

In fiscal 2004, Tyco expects to achieve earnings per share of
$1.42 to $1.52, excluding the impact of the divestiture and
restructuring programs. This outlook anticipates a modest
improvement in economic activity over the next year. Stronger
economic performance in the industrial and non-residential
construction markets will be an important factor in the Company's
achieving the high end of this range. For the first quarter of
fiscal 2004, the Company expects to achieve earnings per share of
$0.30-$0.32 before any divestiture or restructuring charges. This
represents 13-20% net income growth and 7-14% EPS growth from the
first quarter of 2003.

The Company expects cash from operating activities and free cash
flow in 2004 to exceed the levels achieved in 2003, which were
$5.4 billion and $3.2 billion, respectively.

Tyco International Ltd. is a diversified manufacturing and service
company. Tyco is the world's largest manufacturer and servicer of
electrical and electronic components; the world's largest
manufacturer, installer and provider of fire protection systems
and electronic security services; and the world's largest
manufacturer of specialty valves. Tyco also holds strong
leadership positions in medical device products, and plastics and
adhesives. Tyco operates in more than 100 countries and had fiscal
2003 revenues from continuing operations of approximately $37
billion.

                          *   *   *

As previously reported, Fitch Ratings affirmed its ratings on the
senior unsecured debt and commercial paper of Tyco International
Ltd., as well as the unconditionally guaranteed debt of its wholly
owned direct subsidiary Tyco International Group S. A., at
'BB'/'B', respectively. The Rating Outlook has been changed to
Stable from Negative. The ratings affect approximately $21 billion
of debt securities.

The change to Outlook Stable reflects Tyco's progress with respect
to reestablishing access to capital, addressing its liability
structure, implementing steps to improve operating performance,
and demonstrating cash generation despite a difficult economic
environment in a number of key end-markets. The impact of
fundamental favorable changes in Tyco's financial policies and
profile since late fiscal 2002 is constrained by economic weakness
in its markets, potential legal liabilities related to shareholder
lawsuits and SEC investigations, and the possibility, although
reduced, of further accounting charges and adjustments. The
ratings could improve over time as Tyco demonstrates more
consistent results and that it has put behind it the accounting
concerns that have obscured the transparency of its financial
reporting in the past.


UNITED AIRLINES: Wants Nod to Sell Orbitz Stock for $217 Million
----------------------------------------------------------------
James H.M. Sprayregen, Esq., at Kirkland & Ellis informs Judge
Wedoff that UAL Loyalty Services, Inc., owns 26% of the combined
equity interest in Orbitz, Inc., and Orbitz, LLC.  Orbitz is a
leading online travel company that allows users to search and
purchase travel products, including airline tickets, lodging,
rental cars, cruises and vacation packages.

Orbitz launched of its website in June 2001 and rapidly became
the third largest online travel agency in the U.S.  Consumers can
use Orbitz's website to search over two billion fares and flights
on more than 455 airlines, rates at over 45,000 lodging
properties and at 23 car rental companies.

Orbitz filed a Registration Statement on Form S-1 with the
Securities and Exchange Commission for a Proposed Initial Public
Offering.  To facilitate the transaction, Orbitz, LLC will be
combined with Orbitz, Inc., and Orbitz Inc., will be the
surviving entity.

Pursuant to this Transaction, the Debtors intend to sell an
undetermined amount of Orbitz's stock at the rate set at the IPO.
The exact amount of stock sold and the price will not be
determinable until immediately prior to the IPO.  However, the
Debtors expect their ownership interest in Orbitz to stay above
17%.  The Debtors anticipate profits from the sale ranging from
$26,000,000 to $52,000,000.  This would value the Debtors' stock
at $176,000,000 to $258,000,000.  The IPO is expected to close in
November or December 2003.

To accomplish the IPO and minimize taxes, the Debtors will make
these intercompany transfers before the sale:

   (1) UAL Loyalty Services will dividend the Orbitz Interest to
       UAL; and

   (2) UAL will make a capital contribution of the Orbitz
       Interests to United.

The proceeds will be used to pay down a portion of the DIP
Revolving Credit and Term Loan:

   (a) 60% to the Revolver; and

   (b) 40% to the Term Loan.

The IPO will be led by Goldman Sachs & Co., Credit Suisse First
Boston, Legg Mason Wood Walker and Thomas Weisel Partners. (United
Airlines Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


UNITEDGLOBALCOM: Extends Exchange Offer for UGC Europe Shares
-------------------------------------------------------------
UnitedGlobalCom, Inc. (Nasdaq: UCOMA) has extended the
exchange offer by its wholly-owned subsidiary for all of the
outstanding publicly held shares of UGC Europe, Inc. (Nasdaq:
UGCE) to remain open until 5:00 p.m., New York City time, on
Friday, November 7, 2003.

The offer remains subject to the conditions included in the offer
described in offering documents filed with the Securities and
Exchange Commission and mailed to the stockholders of UGC Europe.

United also reported that, as of November 4, 2003, 276,774 shares
of UGC Europe common stock have been tendered and not withdrawn,
representing approximately 0.553% of the outstanding UGC Europe
common stock.  United currently owns approximately 66.75% of the
outstanding UGC Europe common stock.

                   Special Stockholder Meeting

United plans to hold a special stockholder meeting for approval of
the issuance of its shares in the exchange offer and planned
merger.  United also announced that it will not hold the special
stockholder meeting on November 10, 2003 as originally stated in
filings made with the SEC.  United plans to hold the special
meeting as soon as practical.

                Notice For UGC Europe Stockholders

United filed a Registration Statement on Form S-4 (File No. 333-
109496) containing a prospectus relating to the exchange offer,
and Europe Acquisition, Inc., the wholly-owned subsidiary of
United which offered to exchange the shares of UGC Europe, filed a
Schedule TO. UGC EUROPE STOCKHOLDERS AND OTHER INTERESTED PARTIES
ARE URGED TO READ THESE DOCUMENTS (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS WHEN AVAILABLE) BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION.  Materials
filed with the SEC are available electronically without charge at
an Internet site maintained by the SEC.  The address of that site
is http://www.sec.gov Documents filed with the SEC also may
obtained from United without charge by directing a request to
Richard Abbott, Vice President of Finance, UnitedGlobalCom, Inc.,
4643 S. Ulster Street, Suite 1300, Denver, CO 80237.

                 Notice for United Stockholders

United and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from United's
stockholders in connection with the special meeting of
stockholders to be held to approve the issuance of the Class A
Common Stock in the exchange offer and planned merger. Information
concerning United's directors and executive officers and their
direct and indirect interests in the transaction is set forth in
United's definitive proxy statement filed with the SEC relating to
the special meeting of stockholders and the prospectus contained
in the Registration Statement on Form S-4 filed with the SEC
relating to the exchange offer.  Materials filed with the SEC are
available electronically without charge at an Internet site
maintained by the SEC.  The address of that site is
http://www.sec.gov

Documents filed with the SEC also may be obtained from United
without charge by directing a request to Richard Abbott, Vice
President of Finance, UnitedGlobalCom, Inc., 4643 S. Ulster
Street, Suite 1300, Denver, CO 80237.

United is the largest international broadband communications
provider of video, voice, and Internet services with operations in
numerous countries. Based on the Company's operating statistics at
June 30, 2003, United's networks reached approximately 12.6
million homes passed and 8.9 million RGUs, including approximately
7.4 million video subscribers, 704,200 voice subscribers, and
825,600 high speed Internet access subscribers.  United's major
operating subsidiaries include UGC Europe, a leading pan-European
broadband communications company; VTR GlobalCom, the largest
broadband communications provider in Chile; as well as several
strategic ventures in video and broadband businesses around the
world. Visit http://www.unitedglobal.comfor further information
about the company.

At June 30, 2003, UniteGlobalCom's balance sheet shows a total
shareholders' equity deficit of about $2.7 billion.


US AIRWAYS: Posts 8.8% Increase in Traffic for October 2003
-----------------------------------------------------------
US Airways reported its October 2003 passenger traffic.

Mainline revenue passenger miles for October 2003 increased 8.8
percent on no change in capacity compared to October 2002.  The
passenger load factor was 72.7 percent, a 5.8 percentage point
increase compared to October 2002.

Year-to-date 2003 revenue passenger miles decreased 7.7 percent on
10.3 percent less capacity compared to the first 10 months of
2002.  The passenger load factor for the period was 73.4 percent,
a 2.0 percentage point increase compared to the first 10 months of
2002.

The three wholly owned subsidiaries of US Airways Group, Inc. --
Allegheny Airlines, Inc., Piedmont Airlines, Inc., and PSA, Inc.
-- reported a 12.3 percent decrease in revenue passenger miles for
the month of October on 15.4 percent less capacity.  The passenger
load factor was 57.0 percent, a 2.0 percentage point increase
compared to October 2002.

Year-to-date 2003, the wholly owned US Airways Express carriers
reported a 15.9 percent decrease in revenue passenger miles on
15.6 percent less capacity.  The passenger load factor was 52.8
percent, a 0.2 percentage point decrease compared to the first ten
months of 2002.

"Our October traffic results are consistent with what we have seen
all year, with modest increases in the number of passengers flying
year-over-year and business travelers continuing to change their
buying habits and purchasing more leisure-type fares," said B. Ben
Baldanza, US Airways senior vice president of marketing and
planning.  "It's clear that successful airlines will be those that
can thrive on less revenue and lower costs because this is what
consumers are increasingly demanding."

System mainline passenger unit revenue for October 2003 is
expected to increase between 3 percent and 4 percent compared to
October 2002.

US Airways ended the month by completing 99.5 percent of its
scheduled flights, which is the same percentage compared to
October 2002 when US Airways completed 99.5 percent of its
scheduled flights.


U.S. CAN: September 28 Balance Sheet Upside-Down by $352 Million
----------------------------------------------------------------
U.S. Can reported net sales of $204.5 million for its third
quarter ended September 28, 2003 compared to $205.5 million for
the corresponding period of 2002. The decrease is primarily
attributable to volume decreases in its domestic businesses,
partially offset by a positive foreign currency impact on sales
made in Europe. For the first nine months of 2003, net sales
increased to $613.7 million from $595.1 million for the same
period in 2002 primarily due to a positive foreign currency impact
on sales made in Europe, partially offset by decreased domestic
volumes.

For the third quarter, U.S. Can reported gross income of $20.7
million (10.1% to sales), compared to $19.8 million (9.6% to
sales) in 2002. For the nine months ended September 28, 2003 gross
income increased to $66.8 million (10.9% to sales) from $61.7
million (10.4% to sales) for the first nine months of 2002. Gross
profit margin was positively impacted by operating efficiencies
realized from its restructuring and other cost reduction programs.
These positive impacts were partially offset by domestic volume
decreases and the negative impact of production inefficiencies in
our International operations. The Company has continued to reduce
inventory, and reported lower inventory levels than September 2002
and December 2002, both on an as-reported basis and a constant
dollar basis. Inventory also declined from second quarter 2003
levels.

Selling, general and administrative expenses were $0.5 million
lower than the same quarter last year and $1.4 million lower for
the year-to-date period primarily due to positive results from
Company-wide cost savings programs.

During the third quarter of 2003, the Company recorded a credit of
$0.8 million of Special Charges. The credit is the result of a
reassessment of a prior restructuring program net of a charge for
position elimination costs at May Verpackungen. Year to date
Special Charges were $0.8 million.

Third quarter 2003 interest expense was $14.6 million as compared
to $12.2 million for the third quarter of 2002, and $40.9 million
and $38.0 million for the 2003 and 2002 year to date periods,
respectively. 2003 interest expense reflects the July 22, 2003
issuance of $125 million of 10 7/8% Senior Secured Notes due 2010
and the use of the proceeds to prepay $70.0 million of term loans
and the reduction of borrowings under the revolving credit
facility by $55.0 million. The repayments under the revolving
credit facility did not reduce the $110.0 million amount available
for borrowings under the facility. The Notes are secured, on a
second priority basis, by substantially all of the collateral that
currently secures the Company's Senior Secured Credit Facility.

Bank financing fees for the third quarter of 2003 were $2.5
million as compared to $1.0 million for the third quarter of 2002,
and $4.5 million and $3.0 million for the 2003 and 2002 year to
date periods, respectively. The 2003 increases are due to $1.2
million of fees incurred and expensed by the Company to amend its
Senior Secured Credit Facility in connection with the above
transactions. In addition, the Company has or will incur
approximately $6.4 million of fees and expenses related to the
offering and senior secured credit facility amendment which will
be amortized over the life of the applicable borrowings. The
amortization of these fees and all other deferred financing fees
is included in Bank Financing Fees.

Income tax benefit was $0.2 million for the third quarter of 2003
versus $2.6 million for the third quarter of 2002. For the first
nine months of 2003, income tax expense was $2.7 million versus an
income tax benefit of $4.5 million for the first nine months of
2002. During the fourth quarter of 2002, the Company recorded a
valuation allowance as it could not conclude that it is "more
likely than not" that all of the deferred tax assets of certain of
its foreign operations will be realized in the foreseeable future.
Accordingly, in 2003 the Company did not record an income tax
benefit related to losses of those operations.

The net loss before preferred stock dividends was $4.3 million for
the quarter ended September 28, 2003 compared to a net loss of
$5.2 million for the quarter ended September 29, 2002. The net
loss before preferred stock dividends on a year-to-date basis for
2003 was $9.3 million compared to $26.8 million for the same
period of 2002. The year-to-date 2002 net loss includes the
Company's non-cash goodwill impairment charge of $18.3 million
recorded in the fourth quarter of 2002, retroactive to the first
quarter of 2002.

Earnings before interest, taxes, depreciation, amortization,
special charges relating to our restructurings and certain other
charges and expenses, as defined under the terms of our Senior
Secured Credit Facility was $20.5 million for the third quarter of
2003, an improvement of $1.2 million versus the third quarter of
2002. Year-to-date Credit Facility EBITDA was $64.6 million for
2003, an increase of $5.8 million versus the same period of 2002.
The Company considers Credit Facility EBITDA to be a useful
measure of its current financial performance and its ability to
incur and service debt. In addition, Credit Facility EBITDA is a
measure used to determine the Company's compliance with its Senior
Secured Credit Facility. The most directly comparable GAAP
financial measure to Credit Facility EBITDA is net loss from
operations before cumulative effect of accounting change. Below is
a quantitative reconciliation of the loss from operations before
cumulative effect of accounting change to Credit Facility EBITDA.

At September 28, 2003, $39.6 million had been borrowed under the
$110.0 million revolving loan portion of the Senior Secured Credit
Facility. Letters of Credit of $11.6 million were also outstanding
securing the Company's obligations under various insurance
programs and other contractual agreements. In addition, the
Company had $10.0 million of cash and cash equivalents at quarter
end. The Company is in the process of renegotiating certain credit
facilities of May Verpackungen.

At September 28, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $352 million.

U.S. Can Corporation is a leading manufacturer of steel containers
for personal care, household, automotive, paint and industrial
products in the United States and Europe, as well as plastic
containers in the United States and food cans in Europe.


USG CORP.: L&W Wants to Pay $16 Million to Buy Unnamed Supplier
---------------------------------------------------------------
U.S. Bankruptcy Court Judge Newsome denied L&W's request to file
its Acquisition Motion under seal, saying there was too little
evidence presented about why the transaction must be kept so
secret.  Without naming the acquisition target but providing lots
of hints, USG refilled its Acquisition Motion with the Court on
October 27, 2003.

                      The Acquisition Motion

L&W seeks the Court's authority to purchase substantially all
personal property assets and goodwill of a building supply
business from a building supply company located in the Midwest
and that unnamed company's subsidiary.  L&W also wants Judge
Newsome to approve the Asset Purchase Agreement.

As part of their efforts to expand and strengthen their
competitive position in the building products manufacturing and
distribution industries, the Debtors are receptive to, and
actively search for, opportunities to acquire existing businesses
within these industries.  In doing so, L&W acquired five
businesses in the last year pursuant to Court-established
procedures.  The controlled expansion of the Debtors' businesses
through strategic acquisitions is not merely beneficial to, but
is in fact necessary for, the maximization of value for the
Debtors' estates and creditors.  Failure to capitalize on growth
opportunities in particular geographic areas may result in the
loss of the Debtors' preeminent position in the marketplace and a
corresponding decline in their prospects.

Marc T. Foster, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, informs the Court that the Seller currently
operates a building materials distribution business in the
Midwest.  The Seller delivers the building materials to
homeowners, contractors, applicators, lumberyards and dealers
within a 60-mile radius of the Seller's operations.  The Seller
is the leading building products distributor in its geographic
area and serves both the residential and commercial markets in
the region.  Like L&W's existing locations, the Seller's
specialty distribution operations include job-site delivery and
room-by-room stocking of building materials using specialized
equipment and specially trained personnel.  Mr. Foster notes that
neither the Seller, nor any of the Seller's affiliates, has any
connection with L&W or any of the other Debtors, except that the
Seller has distributed products that have been manufactured or
sold by the Debtors or their non-debtor affiliates.

                      The Asset Purchase Agreement

The key provisions of the Asset Purchase Agreement are:

(A) Parties

    The parties are:

       * L&W;
       * the Seller; and
       * the seller's Subsidiary.

    The Subsidiary is a wholly owned subsidiary of the Seller and
    owns a number of vehicles utilized in the business
    operations.  The Subsidiary is a party to the Asset Purchase
    Agreement only to transfer title of the vehicles to L&W.

(B) Assets

    (1) Equipment

        All the vehicles, machines, equipment, appliances and
        furnishings and other personal property now physically
        located at the Seller's business or located elsewhere but
        owned by the Seller and used in the business at any time
        after July 1, 2003.

    (2) Inventory

        All stock, finished goods, components and raw materials,
        and all containers, supplies and packing materials
        relating to the distribution of building materials and
        building supply products, and all building materials
        and building supplies, located at the Seller's business
        as of the closing.

    (3) Goodwill and Names

        The goodwill of the Seller's business, including any and
        all goodwill related to the distribution of building
        materials, along with all rights, if any, associated with
        the certain names as the same may have been utilized by
        the Seller, and the non-competition agreements.

    (4) Contracts

        The Seller's written contracts, open purchase or sales
        commitments, job quotes, materialman lien rights and
        other written purchase or sale arrangements relating to
        its operation of the Business, subject to certain
        limitations.  L&W will assume the obligations and duties
        imposed by these Contracts on the Seller as of the
        closing, to the extent these contracts are assignable and
        subject to certain conditions.  L&W will not be required
        to assume any contract or other purchase or sales
        commitment under specified circumstances, including
        instances where the transaction would require
        unreasonable additional credit risk.

    (5) Leasehold improvements

        All fixtures and other leasehold improvements situated on
        the premises of the Seller's business, which are not
        legally a part of the real estate or in which the Seller
        has assignable rights.

    (6) Books and records

        All the books, records, documents, certificates and
        Instruments relating to or reflecting ownership, lawful
        possession or control of the Assets.

    (7) Permits and licenses

        All the assignable permits or licenses issued by any
        governmental agency necessary or appropriate for L&W's
        use and quiet enjoyment of the Assets, to the extent that
        the permits or licenses can be transferred to an
        unrelated, non-successor party.

    (8) Accounts receivable

        Those accounts receivable of the Seller that are less
        than 60 days old as of the closing.

(C) Purchase price

    L&W will pay the Seller a total purchase price that is
    currently estimated to be $16,122,000.  This purchase
    price will fluctuate based on the actual receivables and
    inventory as of the closing.

(D) Payment of purchase price

    Upon closing, L&W will pay to the Seller by wire transfer the
    substantial majority of the purchase price, with adjustments
    by check and payment of 10% of the purchased receivables to
    an escrow account.

(E) Payment of suppliers and creditors

    The Seller will provide in part for the passage of free and
    clear title to the inventory and equipment, notwithstanding
    liens or other rights of the Seller's creditors or suppliers,
    by paying the designated creditors and suppliers out of the
    proceeds.

(F) Liabilities

    Except for the Contracts, L&W will not assume any of the
    Seller's obligations or liabilities of any kind or nature,
    other than those which may be otherwise prorated or assumed
    by L&W under the terms of the Asset Purchase Agreement.

(G) Guarantees of principals

    At closing, the Seller will deliver to L&W an instrument or
    instruments executed by the Seller's principal shareholders
    guaranteeing the performance of the Seller under the Asset
    Purchase Agreement and the accuracy and enforceability of its
    representations and warranties for the periods set forth the
    Agreement.

(H) Non-competition Agreements

    The principal shareholders and managers are required to sign
    non-competition agreements.

(I) Closing

    The transactions contemplated by the Asset Purchase Agreement
    will be consummated before the end of 2003.

(J) Termination

    The Asset Purchase Agreement may be terminated by either
    party upon seven days written notice to the other, if:

       * the other party is in continuing, material breach of its
         obligations under the Agreement,

       * there is an event of casualty under the Asset Purchase
         Agreement, or

       * a timely objection is filed and is not resolved.

(K) Indemnification

    The Asset Purchase Agreement provides for the Seller and L&W
    to indemnify the other party under certain circumstances and
    pursuant to specified procedures.  With respect to the
    Seller's indemnification obligations to L&W:

       * there will be no liability for indemnification unless
         the aggregate amount of damages exceeds a certain
         threshold, with limited exceptions; and

       * the aggregate amount of the Seller's liability under the
         Asset Purchase Agreement will not exceed a set
         percentage of the Purchase Price, with limited
         exceptions.

The Debtors advise the Court that a complete unredacted copy of
the Asset Purchase Agreement will be provided to parties-in-
interest who are not their competitors upon (a) request to their
counsel and (b) execution by the party-in-interest of a
confidentiality agreement in a form acceptable to them.

L&W determines that the acquisition of an ongoing business would
be instrumental in establishing a new market or fortifying its
position in an existing market.  L&W's acquisition targets are
usually distribution businesses that sell products manufactured
by other USG Companies.  Thus, the strengthening of L&W's
position in a particular geographic area not only benefits L&W,
but also benefits each of the other USG Companies for which it
conducts distribution activities.

According to Mr. Foster, L&W's proposed acquisition of the Assets
represents a strategic opportunity for not only L&W, but also the
other USG Companies.  L&W's entry into the market is also
anticipated to benefit its affiliates.  In light of these
benefits, the proposed Purchase Price is economically attractive
to L&W.  The Debtors anticipate that the ultimate return to L&W
and the other USG Companies will significantly exceed the
proposed Purchase Price.  In addition, the Purchase Price, while
not insignificant, constitutes only 0.5% of the Debtors' total
asset base.

Mr. Foster also assures the Court that L&W and the Seller have
negotiated the proposed acquisition at arm's length and in good
faith and that the terms of the proposed transaction are fair to
L&W and the other parties. (USG Bankruptcy News, Issue No. 55;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


VENTAS INC: Will Present at CIBC Healthcare Conference Tuesday
--------------------------------------------------------------
Ventas, Inc. (NYSE: VTR) announced that Chairman, President and
Chief Executive Officer, Debra A. Cafaro and Senior Vice President
and Chief Financial Officer, Richard A. Schweinhart, will make a
presentation regarding the Company at the CIBC World Markets
Fourteenth Annual Healthcare Conference on Tuesday, November 11,
2003 at 8:00 a.m. Eastern Time in New York.

The presentation is being audio webcast and can be accessed at the
Ventas Web site at http://www.ventasreit.comor at
http://www.cibcwm.com Any written materials accompanying the
presentation will also be available on Ventas's Web site at the
time of the presentation and will be archived at
http://www.ventasreit.comfor 30 days after the event.

Ventas, Inc. -- whose September 30, 2003 balance sheet shows a
total shareholders' equity deficit of about $24 million -- is a
healthcare real estate investment trust that owns 44 hospitals,
202 nursing facilities and nine other healthcare and senior
housing facilities in 37 states. The Company also has investments
in 25 additional healthcare and senior housing facilities. More
information about Ventas can be found on its Web site at
http://www.ventasreit.com


WALTER INDUSTRIES: Third-Quarter 2003 Net Loss Tops $9.3 Million
----------------------------------------------------------------
Walter Industries, Inc. (NYSE: WLT) reported results for the third
quarter ended September 30, 2003. Income from continuing
operations was $3.1 million, or $0.07 per diluted share, compared
to $21.4 million, or $0.48 per diluted share, for the year-ago
period. Income from continuing operations, excluding restructuring
and impairment charges, for the third quarter of 2003 was $4.8
million, or $0.11 per diluted share, in line with the Company's
most recent forecast of $0.06 to $0.11 per diluted share.

The net loss of $9.3 million, or $0.22 per diluted share, in the
third quarter reflects an increase in the estimated loss on
disposal of the discontinued AIMCOR operations of $13.3 million,
or $0.31 per diluted share, based on the transaction terms
contained in the definitive agreement. This loss was partially
offset by income of $0.02 per diluted share from discontinued
AIMCOR operations in the quarter.

JW Aluminum had a solid performance, U.S. Pipe posted improved
results versus the year-ago period, despite the continued impact
of higher scrap raw material costs, and the Homebuilding Group
ended the quarter with a strong backlog of 2,256 homes, driven by
new sales orders, up 8% over the prior year. Offsetting these
positive performances, Jim Walter Resources continued to face
unfavorable geologic conditions, and the Homebuilding Group's
results were negatively impacted by higher costs related to
organizational restructuring and the implementation of a new
enterprise-wide operating system designed to drive future growth.

The Company has made solid progress in realizing its long-term
strategy of simplifying the Company's business mix by divesting
non-core businesses. The Company previously announced agreements
to sell its JW Aluminum Company subsidiary to Wellspring Capital
Management for $125 million and its AIMCOR subsidiary to Oxbow
Carbon & Minerals for $127.7 million. These transactions are
expected to close in the fourth quarter. Also, today the Company
sold the resin-coated sand business of its Southern Precision
Corporation subsidiary to an investment group for $3.6 million.

"These announced divestitures demonstrate our commitment to
focusing on our core businesses of Homebuilding, Financing and
U.S. Pipe," said Chairman and Chief Executive Officer Don
DeFosset. "On the operational front, even though third-quarter
earnings were consistent with our recent guidance, we were clearly
not pleased with these results. We foresee improvement in the
coming months in Homebuilding, U.S. Pipe and Jim Walter Resources,
and expect Financing to continue its solid performance."

Net sales and revenues in the third quarter were down 2% versus
the year- ago period. Earnings before senior debt interest, taxes,
depreciation, amortization, non-cash post-retirement health
benefits and non-cash restructuring charges (EBITDA) totaled $24.4
million during the third quarter, compared with $50.5 million in
the prior-year period. Net sales and revenues and EBITDA exclude
the AIMCOR discontinued operations.

          Third-Quarter Results By Operating Segment
            (Pro Forma From Continuing Operations)

The Homebuilding segment reported third-quarter revenues of $67.0
million, down $1.8 million or 3% from the year-ago period.
Homebuilding completed 1,004 homes during the third quarter at an
average net selling price of $66,000, compared with 1,082 homes at
an average price of $63,000 for the same period the previous year.
Excluding its modular business, the Company completed 824 homes in
the quarter, compared to 917 in the year-ago period. The modular
business completed 180 homes in the current quarter, 15 more than
the year-ago period. The segment posted an operating loss of $1.1
million in the third quarter, compared to operating income of $4.8
million in the prior-year period, primarily due to lower volume of
completed units. This decline in volume is primarily the result of
a reorganization of sales and construction personnel, as well as a
temporary impact from the implementation of a new enterprise
system. Operating income was also negatively impacted by higher
costs associated with new initiatives such as New Home Gallery
expansions and a more extensive advertising campaign.

The Financing segment reported quarterly revenues of $61.1 million
compared with $62.0 million in the year-ago period. Operating
income totaled $11.9 million, versus $15.7 million a year ago. The
profit decline reflected higher losses on repossessions in a
challenging economic environment, which were partially offset by
higher prepayment income. Prepayment speeds were 10.2% in the
third quarter, versus 6.6% in the year-ago period. Last year's
third quarter also reflected higher income from the Company's
insurance business. Delinquencies (the percentage of amounts
outstanding over 30 days past due) were 6.3% at the end of the
third quarter, compared to 6.5% at the end of the third quarter of
2002 and 6.6% at the end of the second quarter of 2003.

The Industrial Products segment posted $189.5 million in revenues
during the third quarter, compared to $190.9 million in the year-
earlier period. Operating income for the segment was $11.2
million, compared to $9.6 million in the prior-year period. U.S.
Pipe posted improved results as the first of three announced price
increases took effect, countering the impact of higher scrap raw
material costs. A second increase took effect in October, while a
third increase was recently announced for early 2004. JW
Aluminum's revenues were up and profitability was stable versus
the prior-year period.

In the Natural Resources segment, revenues were down versus the
prior-year period, and the segment incurred an operating loss of
$9.9 million in the quarter, compared to operating income of $11.3
million a year ago. This decline was due to higher costs related
to continued adverse geologic conditions in Mines No. 5 and 7.

Jim Walter Resources sold 1.5 million tons of coal at an average
price of $34.59 per ton in the third quarter, compared to 1.6
million tons at an average price of $36.26 per ton in the prior
year's quarter. The price decline was primarily due to lower
contract pricing for metallurgical coal, which took effect in the
third quarter. The natural gas operation sold 2.1 billion cubic
feet of gas in the third quarter at an average price of $4.30 per
thousand cubic feet, compared to 2.4 billion cubic feet at $3.12
per thousand cubic feet in the prior-year quarter.

                            Outlook

Excluding AIMCOR, and based on current internal business forecasts
and anticipated market conditions, Walter Industries expects to
generate 2003 fourth-quarter earnings from continuing operations
and JW Aluminum in the range of $0.24 to $0.29 per diluted share,
resulting in full-year guidance of $0.70 to $0.75. These earnings
estimates are within the previous earnings guidance and exclude
any special items.

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


WARNACO GROUP: Offers to Swap Old 8-7/8% Senior Notes Due 2013
--------------------------------------------------------------
In an October 30, 2003 filing with the Securities and Exchange
Commission, Jay A. Galluzzo, Esq., Vice President, General
Counsel and Secretary to The Warnaco Group, Inc., relates that
Warnaco Inc. is offering to exchange $210,000,000 aggregate
principal amount of 8-7/8% Senior Notes due 2013 CUSIPS 934391
AE3 and U93439 AA2, which Warnaco issued on June 12, 2003, for
$210,000,000 aggregate principal amount of 8-7/8% Senior Notes
Due 2013 CUSIP __________ which have been registered under the
Securities Act of 1933, as amended.  Warnaco Inc., a wholly owned
subsidiary of Warnaco Group, will exchange the new notes to be
issued for all outstanding old notes that are validly tendered
and not withdrawn pursuant to the exchange offer.  The exchange
offer will expire at _____ p.m., New York City time, on
______________, 2003, unless Warnaco extends the exchange offer
in its sole and absolute discretion.

According to Mr. Galluzzo, the new notes will be fully and
unconditionally guaranteed, jointly and severally, on a senior
unsecured basis by Warnaco Group and substantially all of its
domestic subsidiaries.  Warnaco Group's direct and indirect
foreign subsidiaries will not guarantee the new notes.  As of
July 5, 2003, Warnaco Group and the guarantors on a consolidated
basis had $1,500,000 of senior debt, excluding unused commitments
made by lenders and intercompany debt, that is pari passu with
the notes or the guarantees, all of which was secured.  None of
Warnaco Group's or any guarantor's debt was subordinated to the
notes or the guarantees.

The terms of the new notes are substantially identical to those
of the old notes, except that the transfer restrictions and
registration rights relating to the old notes will not apply to
the new notes.  The exchange of old notes for new notes will not
be a taxable transaction for U.S. federal income tax purposes.
Neither Warnaco nor any of the guarantors will receive any cash
proceeds from the exchange offer.

Mr. Galluzzo says that Warnaco issued the old notes in a
transaction not requiring registration under the Securities Act,
and as a result, their transfer is restricted.  Warnaco is making
the exchange offer to satisfy the Noteholders' registration
rights, as a holder of the old notes.

There is no established trading market for the new notes or the
old notes.  The new notes are expected to be eligible for trading
in the private offerings, resales and trading through Automatic
Linkages Market.

By tendering the Old Notes, Mr. Galluzzo says, a Noteholder
represents that:

   (a) the Noteholder is not an "affiliate", as defined in Rule
       405 under the Securities Act, or Warnaco or any of the
       guarantors;

   (b) any New Notes received in the exchange offer are being
       acquired in the ordinary course of business;

   (c) at the time of commencement of the exchange offer, neither
       the Noteholder nor anyone receiving the New Notes from the
       Noteholder, has any arrangement or understanding with any
       person to participate in the distribution, as defined in
       the Securities Act, of the Old Notes or the New Notes in
       violation of the Securities Act;

   (d) if not a participating broker-dealer, the Noteholder is
       not engaged in and do not intend to engage in, the
       distribution, as defined in the Securities Act, of the Old
       Notes or the New Notes; and

   (e) if a broker-dealer, the Noteholder will receive the New
       Notes in their own account in exchange for Old Notes that
       were acquired as a result of market-making or other
       trading activities and that the Noteholder will deliver a
       prospectus in connection with any resale of the New Notes
       by participating broker-dealers.

On or before the expiration or termination of the Exchange Offer,
to participate in the Exchange Offer, a Noteholder must:

   (1) tender the Old Notes by sending the certificates for the
       Old Notes, in proper form for transfer, a properly
       completed and duly executed letter of transmittal and all
       other documents required by the letter of transmittal, to
       Wells Fargo Bank Minnesota, National Association, as
       exchange agent; or

   (2) tender the Old Notes by using the book-entry transfer
       procedures and transmitting a properly completed and duly
       executed letter of transmittal, or an agent's message
       instead of the letter of transmittal, to the exchange
       agent.  In order for a book-entry transfer to constitute a
       valid tender of the Old Notes into the exchange offer,
       Wells Fargo Bank Minnesota, National Association must
       receive a confirmation of book-entry transfer of the Old
       Notes into the exchange agent's account at DTC before the
       expiration or termination of the Exchange Offer.

The exchange agent's address and contact numbers is:

                  Wells Fargo Corporate Trust
          c/o The Depository Trust and Clearing Company
                    1st Floor -- TADS Dept.
                        55 Water Street
                      New York, NY 10041
               Telephone Number: (800) 344-5128
               Facsimile Number: (612) 667-4927
               Attention: Warnaco Administrator

If a registered holder of the Old Notes wants to tender the Old
Notes in the Exchange Offer, but the Old Notes are not
immediately available, time will not permit the Old Notes or
other required documents to reach the exchange agent before the
expiration date, or the procedure for book-entry transfer cannot
be completed before the expiration or termination of the Exchange
Offer, a tender may be effected if:

    * before the expiration date, Wells Fargo received from an
      Eligible Institution a notice of guaranteed delivery,
      substantially in the form Warnaco Inc. provides -- by
      telegram, telex, facsimile transmission, mail or hand
      delivery -- setting forth the Noteholder's name and
      address, the amount of Old Notes tendered, stating that
      the tender is being made thereby and guaranteeing that
      within three New York Stock Exchange trading days after
      the date of execution of the notice of guaranteed
      delivery, the certificates for all physically tendered
      Old Notes or a book-entry confirmation, together with a
      properly completed and duly executed appropriate letter of
      transmittal or facsimile or agent's message, with any
      required signature guarantees and any other documents
      required by the letter of transmittal will be deposited by
      the Eligible Institution with Wells Fargo; and

    * the certificates for all physically tendered Old Notes or
      a book-entry confirmation, together with a properly
      completed and duly executed appropriate letter of
      transmittal or facsimile or agent's message, with any
      required signature guarantees and all other documents
      required by the letter of transmittal, are received by
      Wells Fargo within three NYSE trading days after the date
      of execution of the notice of guaranteed delivery.

If a beneficial owner, whose Old Notes are registered in the name
of the broker, dealer, commercial bank, trust company or
other nominee, wants to tender its Old Notes in the exchange
offer, that beneficial owner should promptly contact the person
in whose name the Old Notes are registered and instruct that
person to tender on the beneficial owner's behalf.  If the
beneficial owner wants to tender in the exchange offer on its
behalf, before completing and executing the letter of transmittal
and delivering the Old Notes, appropriate arrangements must be
made to either register ownership of the Old Notes in the
beneficial owner's name, or obtain a properly completed bond
power from the person in whose name the Old Notes are
registered.

A full-text copy of Warnaco's exchange offer prospectus is
available for free at the Securities and Exchange Commission at:
http://www.sec.gov/Archives/edgar/data/801351/000095011703004591/a36173.txt
(Warnaco Bankruptcy News, Issue No. 55; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WCI STEEL: First Creditors Meeting to Convene on November 17
------------------------------------------------------------
The United States Trustee will convene a meeting of WCI Steel,
Inc., and its debtor-affiliates' creditors on November 17, 2003,
at 11:00 a.m., at 10 E. Commerce St., Room 340, Youngstown, Ohio
44503.  This is the first meeting of creditors required under 11
U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Warren, Ohio, WCI Steel, Inc. is an integrated
steelmaker producing more than 185 grades of custom and commodity
flat-rolled steels. The Company filed for chapter 11 protection on
September 16, 2003 (Bankr. N.D. Ohio, Case No. 03-44662).
Christine M Pierpont, Esq., and G. Christopher Meyer, Esq., at
Squire, Sanders & Dempsey, L.L.P. represent the Debtors in their
restructuring efforts. As of April 30, 2003, the Debtors listed
$356,286,000 in total assets and $620,610,000 in total debts.


WEYERHAEUSER CO.: Will Padlock Sawmill at Grande Cache, Alberta
---------------------------------------------------------------
Weyerhaeuser Company (NYSE: WY) will close its lumber mill at
Grande Cache, Alberta on Feb. 8.  The closure will result in a
fourth quarter after-tax charge of US$ 8 million, or 4 cents per
share.

Approximately 156 hourly and salaried jobs are affected by the
closure.

Fred Rowson, Weyerhaeuser's vice president, Alberta, said the
decision is part of the company's overall strategy to make its
softwood lumber business competitive.  "The forest industry faces
serious challenges," said Rowson. "Our people in Grande Cache have
done an excellent job under very difficult circumstances.
Unfortunately, the mill's small size and high cost structure,
along with a shortage of timber, make it uncompetitive for the
longer term in today's global marketplace.  Expansion is not an
option because there is not enough good-quality fibre available to
support increased production."

Rowson said Weyerhaeuser was unsuccessful in its search for
alternatives to a closure, including attempting to sell the mill
to other forest companies in the region.

"I know closure will have a tremendous impact on the community of
Grande Cache," he added.  "We sincerely regret the hardship this
will cause. Employees at the Grande Cache mill are skilled,
productive, valuable people who have been together for many years
and weathered many tough times.  But the industry is going through
structural changes over which they have no control."

Comprehensive human resources programs are in place to support
employees at Grande Cache, including out-placement counseling,
transition assistance, education and relocation assistance, and
severance packages, as well as a process designed to help
employees get a job at other company locations.

Weyerhaeuser purchased the Grande Cache sawmill in 1992.  The mill
produces approximately 130 million board feet of lumber per year.
Products include spruce-pine-fir framing lumber, premium grades
for the Japanese market and Machine Stress Rated lumber used in
roof trusses and other commercial applications.

Weyerhaeuser Company (Fitch, BB+ Senior Unsecured Long-Term
Ratings, Stable Outlook), one of the world's largest integrated
forest products companies, was incorporated in 1900.  In 2002,
sales were Cdn$29.1 billion (US$18.5 billion).  It has offices or
operations in 18 countries, with customers worldwide. Weyerhaeuser
is principally engaged in the growing and harvesting of timber;
the manufacture, distribution and sale of forest products; and
real estate construction, development and related activities.
Weyerhaeuser Company Limited, a wholly owned subsidiary, has
Exchangeable Shares listed on the Toronto Stock Exchange under the
symbol WYL.

Additional information about Weyerhaeuser's businesses, products
and practices is available at http://www.weyerhaeuser.com


WICKES INC: Commences Exchange Offer for 11-5/8% Sr. Sub. Notes
---------------------------------------------------------------
Wickes Inc. (OTCBB:WIKS.OB), a leading distributor of building
materials and manufacturer of value-added building components, has
commenced an offer to exchange (i) cash and its new 10%
Convertible Notes due June 15, 2007 or (ii) its new Convertible
Notes, for all of its $21,123,000 aggregate principal amount of
outstanding 11-5/8% Senior Subordinated Notes due December 15,
2003.

Tendering noteholders may elect to receive for each $1,000
principal amount of Subordinated Notes tendered, either (i) $500
in cash and $250 principal amount of new Convertible Notes or (ii)
$1,000 principal amount of new Convertible Notes. In either event,
if the Exchange Offer is completed, tendering noteholders will
also receive accrued and unpaid interest on the Subordinated Notes
from June 16, 2003 through the closing date of the Exchange Offer.

The successful implementation of the Company's debt restructuring
plan, of which the Exchange Offer is an ongoing part, is expected
to enable the Company to restructure a portion of its existing
debt and thereby improve its balance sheet. The Company is making
the Exchange Offer because it does not expect to generate
sufficient cash from operations to pay the Subordinated Notes when
they mature on December 15, 2003. Therefore unless all the
Subordinated Notes are tendered in the Exchange Offer, the Company
expects to default on its payment obligation.

The Exchange Offer, which is being made to holders of the existing
Subordinated Notes pursuant to an Offering Memorandum, is subject
to not less than $20,066,850 principal amount of Subordinated
Notes being exchanged. The closing of the Exchange Offer is also
subject to the Company obtaining the consent of its senior lenders
to the Exchange Offer and the funding of an additional term loan
under the Company's senior credit facility or the Company entering
into other financing arrangements under which it will borrow funds
to be paid to holders of Subordinated Notes who elect to receive
cash and new Convertible Notes in the Exchange Offer. There can be
no assurance that such consent or financing will be obtained,
although the Company's largest stockholder, Imagine Investments,
Inc., has committed, subject to certain conditions, to loan the
necessary funds.

The Company recently determined that certain interest, employee
benefits and manufacturing related expenses were not properly
classified in its previously issued financial statements. Although
these reclassifications did not affect the Company's net sales or
net income (loss) as previously reported, the Company will restate
its previously issued financial statements. Prior to the
expiration date and as an additional condition to the closing of
the Exchange Offer, the Company will file with the SEC an
amendment to its 2002 Form 10-K containing restated consolidated
financial statements and the opinion of its independent auditors
on those restated financial statements. The Company's auditors
have advised management that their report will contain an
explanatory paragraph relating to the Company's ability to
continue as a going concern. The Company will also file amendments
to its Quarterly Reports on Form 10-Q for the quarters ended March
29, 2003 and June 28, 2003.

Wickes will accept for exchange all Subordinated Notes validly
tendered and not withdrawn prior to the expiration date. The
expiration date of the Exchange Offer is 5:00 p.m. Eastern
Standard Time, on Wednesday, December 3, 2003, unless extended.

The new Convertible Notes will be the Company's general unsecured
obligations and will rank equally with the Company's other
unsecured indebtedness, including the Subordinated Notes. The new
Convertible Notes will rank subordinate to the Company's secured
indebtedness, including the senior credit facility and the Senior
Secured Notes due 2005.

The new Convertible Notes will bear interest at 10 percent per
annum payable on March 15, June 15, September 15 and December 15
of each year, beginning on March 15, 2004.

At any time after the Company's certificate of incorporation is
amended to increase the number of shares of Common Stock the
Company is authorized to issue, the new Convertible Notes will be
convertible, in whole or in part, into Common Stock at the rate of
one share of Common Stock for each $1.00 principal amount of new
Convertible Notes being converted.

This announcement constitutes neither an offer to sell nor a
solicitation of an offer to buy the new Convertible Notes which
are the subject of the Exchange Offer or the Common Stock into
which the Convertible Notes are convertible. Offers are made only
by the Offering Memorandum, which can be obtained by calling D. F.
King & Co., Inc., Wickes' Information Agent, at (888) 869-7406
(toll-free in the U.S.) In addition, holders of the Subordinated
Notes may contact HSBC Bank USA, Wickes' Exchange Agent, at (718)
488-4475 (attn: Paulette Shaw). The Exchange Agent and the
Information Agent will answer all questions with respect to the
Exchange Offer solely by reference to the terms of the Offering
Memorandum. In addition, all questions with respect to the
Exchange Offer may be directed to the Wickes Information Center at
(847) 367-3414.

Wickes Inc. is a leading distributor of building materials and
manufacturer of value-added building components in the United
States, serving primarily building and remodeling professionals.
The Company distributes materials nationally and internationally,
operating building centers in the Midwest, Northeast and South.
The Company's building component manufacturing facilities produce
value-added products such as roof trusses, floor systems, framed
wall panels, pre-hung door units and window assemblies. Wickes
Inc.'s Web site -- http://www.wickes.com-- offers a full range of
valuable services about the building materials and construction
industry.


WHEELING-PITTSBURGH: WHX Director Louis Klein Buys 1,500 Shares
---------------------------------------------------------------
Louis Klein, Jr., of Stamford, Connecticut, a Director of WHX
Corporation, reports to the Securities and Exchange Commission
that he bought 1,500 shares of the common stock of WHX for a price
of $2.35 per share, bringing his holdings of WHX stock to 3,500
shares. (Wheeling-Pittsburgh Bankruptcy News, Issue No. 48;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WORLDCOM INC: Pushing for Approval of Progress Settlement Pact
--------------------------------------------------------------
Progress Telecommunications Corporation is a telecommunications
carrier incorporated under the laws of Florida that owns or
controls and operates fiber optic and digital microwave
telecommunications systems.  Progress is also in the business of
providing dedicated digital telecommunications service like
broadband transport capacity and wireless infrastructure
services.  Progress' network reaches from New York to Miami,
Florida along the eastern seaboard of the United States.

Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in New
York, recounts that Progress and the Worldcom Debtors entered into
several agreements for the Debtors' use of capacity on Progress'
system, including:

    1. An MCI WorldCom Master Service Agreement for Services
       Ordered by MCI International;

    2. A Telecommunications Services Agreement between MCIMetro
       Access Transmission Service LLC and Progress dated
       March 5, 1999;

    3. A Fiber Optic Facilities Agreement between Progress and
       MCI Telecommunications Corporation dated June 1, 1998;

    4. An Optic Fiber Construction & Use Agreement between
       CaroNet and MCIMetro Access Transmission Services, Inc.
       dated March 28, 1996;

    5. A Collocation Agreement between CaroNet and Intermedia
       Communications Inc. dated August 14, 1996;

    6. A Master Service Agreement between CaroNet and MCI
       Telecommunications Corp. dated October 21, 1997;

    7. A Capacity Lease Agreement between CaroNet and Intermedia
       Communications Inc. dated August 8, 1996;

    8. A Master Service Agreement between UUNET and Progress
       dated July 17, 2002;

    9. An International Private Line/Blackhaul Swap and Service
       Agreement between Progress and MCI Telecommunications
       Corp.;

   10. A Master Licensing Agreement (Conduit Occupancy) between
       Progress and Intermedia Communications Inc. dated
       March 10, 1998;

   11. A Master Service Agreement for Interexchange Service
       between CaroNet and WorldCom, Inc. dated July 15, 1997;

   12. A Collocation Agreement between CaroNet and MCI
       Telecommunications Corp. dated November 20, 1997;

   13. A Collocation Agreement between CaroNet and Intermedia
       Communications dated August 14, 1996;

   14. A License Agreement between CaroNet and Intermedia
       Communications Inc. dated March 28, 1997;

   15. A Collocation Agreement between Progress and MCI WorldCom
       Network Services, Inc. dated November 28, 2001;

   16. A Master Service Agreement between Progress and MCI
       WorldCom Network Services, Inc. dated November 19,
       1999, the November 19, 1999 MSA; and

   17. The Private Optical Network Service Schedule between
       Progress and UUNET dated October 13, 2000, and October 16,
       2000(the UTX Peering Ring).

Over the course of the Debtors' bankruptcy proceeding, Mr. Perez
says, the Debtors rejected these Progress contracts:

     (i) A UTX Peering Ring contract by operation of its
         September 28, 2002 Order establishing contract rejection
         procedures;

    (ii) four UUNET Service Orders negotiated under the Debtors'
         November 19, 1999 MSA with Progress by its December 17,
         2002 Order; and

   (iii) two Service Orders relating to circuits numbered
         OlHFGS100050219PUN and ZO1ODSGl00165194PUN negotiated
         under the Debtors' November 19, 1999 MSA with Progress
         by operation of its September 28, 2002 order
         establishing contract rejection procedures.

Mr. Perez contends that the Debtors notified Progress of the
rejection of the UTX Peering Ring contract on December 6, 2002
and of the Service Orders related to circuits numbered
OlHFGS100050219PUN and ZO1ODSGl00165194PUN on February 19, 2003.
No objection was filed within 10 business days of either notice.
Accordingly, the contract was deemed rejected effective as of the
notice date.

Progress, however, disputes that it received proper notice of the
either rejection and disputes the effectiveness of the rejection.

The Debtors also notified Progress of the rejection of the two
additional Service Orders related to circuits numbered
01HFGS017308222PUN and 01HGFSOl7306222PUN on January 17, 2003 and
March 11, 2003.  In these instances, Progress timely objected.

The Debtors also reject all obligations with respect to the
Sanford, North Carolina location included in the November 28,
2001 Collocation Agreement.

The Debtors and Progress disagree as to the amounts due and
owing, if any, as a result of the Debtors' rejection of the
contracts, and the method to calculate any such amounts.

The Debtors intend to assume certain Progress contracts but the
Parties disagree as to the cure amounts that would be due and
owing to Progress, if the Debtors were to assume the contracts.

Progress has scheduled claims against the Debtors:

         Schedule Number                    Amount
         ---------------                    ------
            229092300                    $1,644,619
            229092310                       308,992
            212001590                       100,294
            229092320                       220,302

To resolve their disputes the Debtors and Progress entered into a
settlement agreement, which subsequently gained Judge Gonzalez'
approval.

Pursuant to the Settlement Agreement, the Parties agree that:

A. the Debtors will assume these contracts in accordance with
   their Reorganization Plan and pay an aggregate amount of
   $915,434 as cure amount, in full and final satisfaction of
   Progress' claims:

   Contract                                         Cure Amount
   --------                                         -----------
   MCI WorldCom MSA for Services Ordered               $100,294
   Progress and MCIMetro Telecom Services Agreement      73,486
   Fiber Optic Facilities Agreement                     308,992
   Optical Fiber Construction & Use Agreement            82,555
   CaroNet and Intermedia Collocation Agreement             137
   CaroNet and MCI Telecom Master Service Agreement     128,401
   CaroNet and Intermedia Capacity Lease Agreement        2,975
   UUNET and Progress Master Services Agreement               0
   Private Line/Blackhaul Swap and Service Agreement          0
   Master Licensing Agreement (Conduit Occupancy)             0
   MSA for Interexchange Service                              0
   CaroNet and MCI Telecom Collocation Agreement              0
   CaroNet and Intermedia License Agreement                   0
   Progress and MCI WorldCom Collocation Agreement        7,650
   Progress and MCI WorldCom MSA                        210,944
                                                    -----------
                     CURE TOTAL                        $915,434

B. in exchange for the Debtors' assumption and cure of these
   contracts, Progress will:

  (a) withdraw any and all proofs of claim filed in Debtors'
      bankruptcy proceeding relating to the Assumed Contracts,
      including, but not limited to, Claim No. 9466 for
      $100,653, Claim No. 9461 for $73,904, and Claim No. 9462
      for $310,751; and

  (b) release the Debtors from any and all claims by Progress
      relating to the Assumed Contracts;

C. in full and final satisfaction of all of Progress' claims
   against the Debtors related to the UTX Peering Ring Contract,
   the November 19, 1999 MSA, and the November 28, 2001
   Collocation Agreement, the Debtors will allow Progress a
   $8,039,813 total general unsecured claim, to be paid in
   accordance with the Plan Reorganization:

_______________________________________________________________
|                  |                      |           |         |
|    Contract      |    Claims/Damages    |  Amounts  |  Total  |
|__________________|______________________|___________|_________|
                   |                      |           |
UTX Peering Ring   |* prepetition claim   |  $393,581 |
Contract           |                      |           |
                   |* rejection damages   | 3,262,120 | 3,655,700
___________________|______________________|___________|__________
                   |                      |           |
Nov. 19. 1999      |(1) 4 UUNET Circuits  |           |
Master Service     |                      |           |
Agreement          |* prepetition claim   | 1,113,502 |
                   |                      |           |
                   |* rejection damages   | 3,097,935 |
                   | (including disputed) |           | 4,211,437
                   |  invoice amount      |           |
                   |  $294,000)           |           |
___________________|______________________|___________|__________
                   |                      |           |
                   |(2) Other Rejected    |           |
                   |    and Disputed      |           |
                   |    Service Orders    |           |
                   |                      |           |
                   |* prepetition claims  |     9,358 |
                   |                      |           |
                   |* rejection damages   |   139,317 |
                   |(including disputed   |           |
                   | $34,212 for service  |           |
                   | order                |           |
                   | 02HFGS015170222CEV   |           |   148,675
___________________|______________________|___________|__________
                   |                      |           |
Nov. 28, 2001      | Rejection of         |           |
Collocation        | Sanford, NC location |           |
Agreement          |                      |    24,000 |    24,000
___________________|______________________|___________|__________

Total Allowed General Unsecured Claim                  $8,039,813
_________________________________________________________________

   (a) With respect to prepetition and rejection damages related
       to the Debtors' rejection of the UTX Peering Ring
       contract, Progress is allowed a general unsecured claim
       for $3,655,700.  In exchange for the $3,655,700 Claim,
       Progress:

       -- withdraws any and all proofs of claim related to the
          UTX Peering Ring Contract, including but not limited to
          Claim No. 35163 for $3,247,704, and in part, Claim No.
          9460 for $398,323;

       -- remits to the Debtors $294,000 in postpetition invoice
          overpayments, which will be collected by the Debtors by
          reducing the $915,434 Cure Total by the $294,000, or by
          another method agreed to by both Parties in writing for
          an amount equal to the full dollar equivalent of the
          $294,000 remittance; and

       -- releases the Debtors from any and all claims existing
          in the past related to the UTX Peering Ring Contract;

   (b) With respect to the four UUNET Service Orders negotiated
       under the November 19, 1999 MSA rejected by Court Order on
       December 17, 2003, Progress is allowed a general unsecured
       claim for $4,211,437.  In exchange for the $4,211,437
       Claim, Progress:

       -- withdraws any and all proofs of claims relating to the
          rejection of the Service Orders, including, but not
          limited to, Claim No. 9465 for $5,018,827, and in part,
          Claim No. 9460 for $1,113,502; and

       -- releases the Debtors from any and all claims relating
          to the four rejected UUNET Service Orders;

   (c) With respect to other rejected and disputed service orders
       numbered 01HFGS100050219PUN, 01HFGSOl73O8222PUN,
       01HGFSOl73O6222PUN, and 02HFGSO15170222CEV, Progress is
       allowed an unsecured general claim for $148,675.  In
       exchange for the $148,675 Claim, Progress will:

       -- withdraws its January 24,2002 and March 17, 2003
          objections to the rejection of Service Orders
          numbered 01HFGS017308222PUN and OlHGFS017306222PUN;

       -- withdraws any and all proofs of claim filed in Debtors'
          bankruptcy proceeding relating to Service Orders under
          the November 19, 1999 MSA, including, but not limited
          to, Claim No. 9462 for $221,511;

       -- remits $34,212 to the Debtors for postpetition invoice
          overpayments, which will be collected by the Debtors by
          reducing the $915,434 Cure Total by the $34,212, or by
          another method agreed to by both Parties in writing for
          an amount equal to the full dollar equivalent of the
          $34,212 remittance; and

       -- releases the Debtors from any and all claims relating
          to the November 19, 1999 MSA, except the cure claims
          with respect to the Assumed Contracts; and

   (d) With respect to the November 28, 2001 Collocation
       Agreement, Progress is allowed a general unsecured claim
       for $24,000 for damages relating to the Sanford, North
       Carolina location.  In exchange, Progress releases the
       Debtors from any and all claims relating to the
       Collocation Agreement;

D. in full and final satisfaction of Progress' $147,000
   postpetition claim under the UTX Peering Ring Contract and the
   $13,375 early rejection charges for UUNET Service Order
   ZO1ODSGl00165194PUN, the Debtors waive and withdraw their
   their claim for a $67,986 prepetition credit for MCI Network
   Services circuit numbered 01744; and

E. Progress withdraws and releases any and all proofs of
   claim or claims scheduled by the Debtors in the Debtors'
   bankruptcy action, including, but not limited to, those
   referenced and schedule numbers 229092300 for $1,644,619,
   229092310 for $308,992, 212001590 for $100,294 and 229092320
   for $220,302.

The Parties also agree to execute mutual releases.

Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, tells the
Court that the Settlement is important.  A trial of the issues
would be costly and the result may not significantly vary from
the result negotiated by the Parties.  The Parties are clearly in
the best position to determine a reconciliation that fairly
reflects, and compromises where necessary, the business
relationship between them. (Worldcom Bankruptcy News, Issue No.
41; Bankruptcy Creditors' Service, Inc., 609/392-0900)


W.R. GRACE: Urging Court to Appoint Hamlin as Future Claims Rep.
----------------------------------------------------------------
Since the commencement of these Chapter 11 cases, one of the W.R.
Grace Debtors' key objectives has been formulating a plan of
reorganization acceptable to all parties-in-interest.  A key
element of a consensual plan of reorganization will likely be a
channeling injunction under which all current and future
asbestos-related claims and demands against the Debtors will be
channeled to a trust established to equitably distribute
available assets to holders of all those allowed claims and
demands.  A channeling injunction is permitted by the Bankruptcy
Code and may be issued if a number of specific conditions are
met, including the appointment of a legal representative for the
purpose of protecting the rights of persons that might
subsequently assert future demands against the Debtors.

Congress and the courts have recognized the need, in Chapter 11
cases involving asbestos claims, to protect and represent the
interests of persons who may have claims and/or demands against a
debtor arising in the future, and have directed bankruptcy courts
to appoint a legal representative for Future Claimants in cases
where a channeling injunction is sought.

The appointment of a Future Representative will facilitate the
negotiation of a consensual plan of reorganization by assuring
that all parties-in-interest, including Future Claimants, will
have a fair opportunity to participate in the process.
Throughout the course of these cases, the Debtors have had
discussions with the various creditors' committees and their
legal and financial advisors with respect to the appropriate
Future Representation.  Following careful consideration of
several potential candidates for a Future Representative, all
well-known to the Court, the Debtors have determined, in their
sound business judgment, that C. Judson Hamlin is well qualified
to represent the interests of any and all persons who may assert
demands against one or more of the Debtors.

By this motion, the Grace Debtors ask Judge Fitzgerald to appoint
C. Judson Hamlin as the Legal Representative for the holders of
future asbestos-related claims against them.

Mr. Hamlin assures the Court that he is a disinterested person,
as that term is defined in the Bankruptcy Code, and holds no
interest adverse to the Debtors or their estates in the matters
for which he is to be employed.  However, Mr. Hamlin discloses
that he has acted as a consultant to the United States District
Court for Delaware in connection with its consideration of
asbestos-related claims in connection with six cases.  He further
states he is "of counsel," but does not specify the firm.

                       Terms of Employment

     * Standing.  The Future Representative will have standing
       under the Bankruptcy Code to be heard as a party-in-
       interest in all matters relating to the Debtors' Chapter
       11 cases and will have the powers and duties of a
       committee, although those powers and duties may be
       modified by court order at any time during these cases.

     * Engagement of Professionals.  The Future Representative
       may employ attorneys and other professionals, subject to
       court approval.

     * Compensation.  Compensation, including professional fees
       and reimbursement of expenses, will be payable to the
       Future Representation and his professionals from the
       Debtors' estates, subject to Court approval.  The
       Debtors and Mr. Hamlin agree that $500 an hour is a
       fair amount.

     * Liability Indemnity.  The Future Representation will not
       be liable for any damages, or have any obligations
       other than as prescribed by court order, but may be
       liable for damages caused by his willful misconduct or
       gross negligence.  However, he is not liable to any
       person as a result of any action or omission "taken or
       made by the Future Representative in good faith."  The
       Debtors indemnify the Future Representative and his
       agents and professionals harmless from any claims by
       any party arising out of or relating to the
       performance of his duties unless a court finds in a
       final and non-appealable order that he is liable
       as a result of willful misconduct or gross negligence.

     * Right to Receive Notices.  The Future Representative
       and his counsel will be entitled to receive all notices
       and pleadings, which are served on the committees. (W.R.
       Grace Bankruptcy News, Issue No. 48; Bankruptcy Creditors'
       Service, Inc., 609/392-0900)


ZIFF DAVIS: Robert Lee is Publisher of New Consumer Lifestyle Mag.
------------------------------------------------------------------
Ziff Davis Media has appointed of Robert Lee as Publisher of a new
consumer lifestyle magazine.

He'll oversee all editorial, sales and marketing functions for the
new publication and report to Tim Castelli, Senior Vice President
of the Company's PC Magazine Group.

The new magazine is currently under development and scheduled to
debut in the early part of 2004. This publication will celebrate
the growing demand and passion that consumers have for digital
technology and will highlight ways in which consumer electronics
are changing and enhancing people's every day lives.

"Bob has a fantastic track record in publishing and the perfect
blend of market experience and vision to launch this publication
and make it a huge success," said Tim Castelli.  "We're confident
that Bob's leadership style and his deep customer relationships
will be invaluable in building exactly the right brand our readers
and advertisers want.  We're very excited about this opportunity
and Ziff Davis will bring all of its publishing assets to bear in
building this new brand and making it the market leader."

As Publisher of the new publication, Mr. Lee will be instrumental
in shaping the magazine's unique editorial coverage, while at the
same time delivering the highest qualified reader base.  Mr. Lee
will also be instrumental in building the brand through innovative
sales and marketing initiatives that drive effective results for
customers in the burgeoning consumer electronics market.

A consumer-publishing veteran, Mr. Lee brings nearly 20 years of
experience to Ziff Davis Media. He served most recently as the
Publisher of Gear Magazine, where he initiated and implemented
integrated sales and marketing strategies that grew the
publication's advertising revenue by 25%. Prior to this position,
Mr. Lee rose through the ranks at Discover Magazine -- starting as
Western Manager and ending his tenure as Associate Publisher.
While at Discover he managed sales activities and developed
consumer-marketing programs for leading companies including IBM,
Microsoft, Sony, Apple and Kodak.

Mr. Lee has also held sales positions at Elle Magazine and US
Magazine. He began his career as a media planner with NW Ayer,
Inc. where he was responsible for developing media plans for such
leading companies as Gillette and DeBeers.

Mr. Lee holds a Bachelor of Science degree in Communications
Management from Ithaca College.

Ziff Davis Media Inc. (S&P, CCC Corporate Credit Rating) --
http://www.ziffdavis.com-- is a special interest media company
focused on the technology and electronic video game markets. In
the United States, the company publishes 10 industry leading
business and consumer magazines: PC Magazine, eWEEK, Baseline, CIO
Insight, Electronic Gaming Monthly, Computer Gaming World,
Official U.S. PlayStation Magazine, GameNow, Xbox Nation and GMR.
There are 39 foreign editions of Ziff Davis Media's publications
produced and distributed in over 70 countries worldwide. In
addition to producing Web sites for all of its magazines, the
Company develops tech enthusiast sites such as ExtremeTech.com.
Ziff Davis Media provides custom publishing and end-to-end
marketing solutions through its Integrated Media Group, industry
analyses through Ziff Davis Market Experts and produces eSeminars
and webcasts. For more information, visit http://www.ziffdavis.com


* Canadian Senate Panel Says Bankruptcy Legislation Too Harsh
-------------------------------------------------------------
The Senate Committee on Banking, Trade, and Commerce report on the
Bankruptcy and Insolvency Act, released Tuesday, accepted the
testimony provided on the punitive effects of the ten-year
prohibition on student loan bankruptcy. The Committee has
recommended that the law be changed to a five year prohibition.

"This recommendation will provide some hope to those affected by
this unjust law," said Ian Boyko, National Chairperson, Canadian
Federation of Students. "Though we feel that no prohibition is
justified, it is important that the Senate has recognized the
harsh nature of the law."

The Senate heard from the Insolvency Task Force, composed of 23
leading academics, bankruptcy trustees and policy experts. The
Insolvency Task Force strongly urged the Committee to recommend
that the prohibition drop from ten to five years. "The Senate
heard compelling testimony about the devastating consequences of
this law and research outlining the effect of the law on the most
economically marginal Canadians," said Boyko.

The federal government changed the law in 1997 to create a two-
year waiting period before student loans could be discharged under
the Act. Less than ten months later, at the behest of HRDC and the
Department of Finance, the law was changed to ten-years with no
review or public consultation. At the time, the Senate was highly
critical of the move.

"It is satisfying to see that the Senate has rejected HRDC's
position justifying the law. The stark message HRDC wants to send
to low income Canadians is: don't bother attending college or
university unless you can pay upfront. We applaud the Senate for
rejecting that message," concluded Boyko.

The Canadian Federation of Students is challenging the current
provisions of the Bankruptcy and Insolvency Act under the Canadian
Charter of Rights and Freedom. The case is expected to be heard in
Ontario Superior court this December.

The Canadian Federation of Students is composed of 71 college and
university students' unions, with a combined membership of over
475,000 students. Students in Canada have been represented by the
Canadian Federation of Students and its predecessor organizations
since 1927.


* IIC Lauds Senate Report on Insolvency Legislation in Canada
-------------------------------------------------------------
The Insolvency Institute of Canada welcomed the newly released
report of the Senate Banking, Trade and Commerce Committee which
endorses the need for reform of Canada's business insolvency
legislation.

Timely reform of this key legislation represents an important
opportunity for the federal government to enhance Canada's
attractiveness as a forum in which to conduct business, the
Insolvency Institute of Canada said.

"The length and breadth of the Committee's report demonstrates the
importance of legislative reform," said Jean-Yves Fortin,
President of the Institute. "We are very grateful to the members
of the Committee for all of their hard work".

The Institute was a partner in the Joint Task Force on Business
Insolvency Law Reform which provided recommendations to the Senate
Banking, Trade and Commerce Committee in the course of the
Committee's review of the federal insolvency statutes.

In its recommendations, the Joint Task Force strongly advocated
legislative reform. Insolvency laws are important economic
framework legislation that affect how business is financed and
conducted. Fundamental defects in insolvency law systems can
impair the development of national economies.

"Keeping important framework legislation up to date is a core
business of good government," said Andy Kent, Chair of the Joint
Task Force. "The need for action with respect to Canada's
insolvency laws is clear. The legislation has not kept pace with
changes in business and in restructuring practice".

The Insolvency Institute of Canada plans to prepare detailed
comments on the various specific recommendations in the
Committee's report. In the interim the Institute expresses its
support for the Senate Committee's committed efforts to improve
the fairness and efficiency of Canada's insolvency system, and
expresses a sincere hope that the Committee's call for reform will
be given high priority.

The Insolvency Institute of Canada is a non-profit organization
dedicated to the recognition and promotion of excellence in the
field of insolvency. The Institute provides a forum for leading
members of the insolvency community to exchange ideas and share
experiences with other members, senior representatives of the
federal and provincial governments and members of judiciary.


* Fitch Says Elec. Power Bankruptcies Shape U.S. Market Future
--------------------------------------------------------------
The bankruptcies of the past two years and those still in progress
in the U.S. electric utility and wholesale power markets will have
long-lasting effects on the shape of the industry and its policies
and practices in the next five years, according to Fitch Ratings.

"In the past 60 to 70 years, the U.S. power and gas sector has had
relatively few major bankruptcies affecting public bondholders,
only about a dozen in total," said Richard Hunter, Managing
Director U.S. Global Power, Fitch Ratings. "The bad news is that
eight of these bankruptcies occurred within the last three years.
We have explored some of the changes that will occur in the sector
as a direct consequence of the bankruptcies of Enron, PGE National
Energy Group, NRG Energy, Mirant Corp. and Northwestern Corp.,"
said Hunter.

In Fitch's view, one consequence of those bankruptcies and
defaults is a new emphasis on identifying and reducing the risks
to utilities and load-serving entities of physical power and gas
supply contracts. Conflict between the U.S. Bankruptcy Court and
the Federal Energy Regulatory Commission regarding which agency
has ultimate authority over the right to terminate power contracts
is a related outgrowth of the recent bankruptcies. The current
round of bankruptcies in the sector bear out the observations from
the late 1980's that utility debt, and particularly utility
secured debt, experience higher recoveries than those in other
industries, and also take longer until reorganization than
bankruptcies in other industrial sectors.

Fitch released the slides and texts of presentations last week by
five analysts in Fitch's Global Power Group at the 15th Annual
Fitch Power Breakfast at the Edison Electric Institute financial
conference on Oct. 26-29. The presentations cover the following
topics:

-- The credit ratings context;

-- Causes and effects of high profile bankruptcies in the sector;

-- Effects of defaults on contractual and trading counterparties;

-- Implications for affiliated companies within corporate groups;
   and,

-- The outlook for wholesale power markets over the next five
   years.

Regarding the wholesale power market outlook, Fitch says that the
business models that appeared attractive only a few years ago are
discredited by recent insolvencies, and new models are taking
shape as a consequence. One model that Fitch identifies is the
reintegration and reconsolidation within electric utilities,
accomplished by utilities buying, leasing, or building power
plants to reduce dependence on executory contracts with
generators. Another model that Fitch identifies combines physical
contracts priced at index prices between producers and utilities
or large consumers along with financial hedging products. However,
this model can only develop in those markets such that have energy
clearing markets such as those conducted by the PJM
Interconnection, the New York Independent System Operator, or
Independent System Operator - New England.

The presentations are available on the Fitch Ratings Web site at
http://www.fitchratings.comin the 'Resource Library' under
'Teleconference & Online Events'.

In addition, on Oct. 31, Fitch also published, 'Back to Basics in
the U.S. Utility Sector'. For those companies less severely
affected by the distress that affects the wholesale market
participants, Fitch says that the strategies of companies in the
investor-owned electric utility industry are focused on regaining
stability and enhancing their financial condition. The report
reviews and comments on the top themes that emerged from Fitch
analysts' meetings with utility management and investors at the
2003 EEI financial conference.


* Timothy S. McCann Joins Kirkpatrick in Fan Francisco as Partner
-----------------------------------------------------------------
The national law firm of Kirkpatrick & Lockhart LLP announced that
Timothy S. McCann, a leading corporate, securities and
international transactions lawyer, has joined K&L's growing San
Francisco office as a partner.

McCann has a broad general practice that includes corporate
governance, securities law and domestic and international
transactions, including public and private mergers, acquisitions
and divestitures, management buyouts, strategic combinations and
joint ventures, private equity and debt financing and licensing.
His concentration includes securities brokerage and financial
advisory services, wine industry clients, media companies and
technology companies, including software, medical device,
semiconductor and digital switching companies.

Peter W. Sheats, the firm's Administrative Partner in San
Francisco, noted, "We are excited about the addition of Timothy
McCann to our practice. Tim combines a unique set of skills and
experiences that set him apart from most providers of corporate
legal services and will enable us to better serve our San
Francisco and national clients."

In the three years since it opened, K&L's San Francisco office has
expanded to 30 attorneys practicing in a broad spectrum of legal
specialties, including the areas of investment management,
securities enforcement and broker-dealer regulation, corporate
law, mortgage banking, consumer and commercial finance, public
sector technology and government contracts, civil litigation,
employee benefits including ESOPs, and project finance.  The
office currently has 13 partners, 2 of counsel and 15 associates.

Kirkpatrick & Lockhart is a national law firm with more than 700
lawyers in Boston, Dallas, Harrisburg, Los Angeles, Miami, Newark,
New York, Pittsburgh, San Francisco and Washington. K&L serves a
dynamic and growing clientele in regional, national and
international markets, currently representing over half of the
Fortune 100. The firm's practice embraces three major areas --
litigation, corporate and regulatory -- and related fields.


* DebtTraders' Real-Time Bond Pricing
-------------------------------------

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Federal-Mogul         7.5%    due 2004  14.5 - 16.5       0.0
Finova Group          7.5%    due 2009  43.5 - 44.5      +0.5
Freeport-McMoran      7.5%    due 2006  102.5 - 103.5     0.0
Global Crossing Hldgs 9.5%    due 2009  4.5 -  5.0       +0.25
Globalstar            11.375% due 2004  3.0 - 3.5        -0.5
Lucent Technologies   6.45%   due 2029  68.25 - 69.25    -0.75
Polaroid Corporation  6.75%   due 2002  11.0 - 12.0       0.0
Westpoint Stevens     7.875%  due 2005  20.0 - 22.0       0.0
Xerox Corporation     8.0%    due 2027  84.0 - 86.0      -1.5

Bond pricing, appearing in each Thursday's edition of the TCR,
is provided by DebtTraders in New York. DebtTraders is a
specialist in global high yield securities, providing clients
unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
information on institutional services, contact Scott Johnson at
1-212-247-5300. To view our research and find out about private
client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at http://www.debttraders.com

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR, is
provided by DebtTraders in New York. DebtTraders is a specialist
in global high yield securities, providing clients unparalleled
services in the identification, assessment, and sourcing of
attractive high yield debt investments. For more information on
institutional services, contact Scott Johnson at 1-212-247-5300.
To view our research and find out about private client accounts,
contact Peter Fitzpatrick at 1-212-247-3800. Real-time pricing
available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Bernadette C. de Roda, Donnabel C. Salcedo, Ronald P.
Villavelez and Peter A. Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***