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        T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, November 10, 2003, Vol. 7, No. 222

                          Headlines

ADELPHIA: Wants Exclusive Solicitation Time Extended to Jan. 1
ADELPHIA COMMS: Court Fixes January 9, 2004 as Claims Bar Date
AIR CANADA: Dismisses CTA Study Ignoring Web Fares as Outdated
AIRGATE PCS: Inks Agreement Transferring iPCS Shares to Trust
AMERICAN TOWERS: S&P Assigns Junk Rating to $400MM Sr Sub. Notes

AMERICA WEST: Reports September 2003 Operating Performance
ANALYTICAL SURVEYS: Tonga Converts $300K of Sr. Conv. Debenture
APPLIED DIGITAL: Will Publish Third-Quarter Results on Friday
ARMSTRONG: Wants Court to Declare Individual Claims Duplicative
AVON PRODUCTS: Will Pay Regular Quarterly Dividend on December 1

BIOVAIL CORP: S&P Affirms & Revises BB+ Rating Outlook to Stable
CABLETEL: Will Hold Q3 & Nine Months Conference Call Tomorrow
CALPINE: Commencing Separate Offerings of $1-Bill. Senior Notes
CALPINE CORP: Caps Price on $1 Billion Securities Offerings
CEDARA SOFTWARE: Sept. 30 Net Capital Deficit Narrows to C$167K

CELL-LOC INC: Fiscal Year 2003 Net Loss Balloons to $18.7 Mil.
CONSOL ENERGY: S&P Affirms Lower-B Level Ratings
CUMULUS MEDIA: Reports Strong Growth for Third-Quarter 2003
DII IND.: Limit for Cash Required for Asbestos Settlement Set
DII INDUSTRIES: Plan Voting Deadline Extended Until November 19

EGAIN COMMS: Red Ink Continued to Flow in September 2003 Quarter
ELCOM INT'L: Former Auditor KPMG Discloses Going Concern Doubts
ENERGY VISIONS: Inks Pact to Sell NASD Bulletin Board Listing
ENRON CORP: Selling Sithe Assets to RCMF, et al. for $225-Mill.
ENRON CORP: Court OKs Collateral in Dispute with Sierra Pacific

EXTENDICARE HEALTH: Performance Improved in Third-Quarter 2003
FEDERAL-MOGUL: Brings-In Seyfarth Shaw as ERISA Claims Counsel
FFP OPERATING: Employs Colvin & Petrocchi as Bankruptcy Counsel
FLEMING: Wants Court to Clear $325 Mill. Payment to Bank Lenders
FOAMEX INT'L: Hosting Third-Quarter Conference Call Tomorrow

FOSTER WHEELER: Hires Heller Ehrman as Company General Counsel
GAP INC: October 2003 Sales Slide-Up 4% to $1.24 Billion
GINGISS GROUP: Seyfarth Shaw Serves as Special Labor Counsel
GOLDRAY INC: Wins Creditor and Court Nod for Proposed Asset Sale
GRAY TELEVISION: Declares Common and Preferred Stock Dividends

GWIN INC: Demetrius & Co. Replaces Moore Stephens as Auditor
HAYES LEMMERZ: Neuberger Ordered to Present Documents to Trust
HALSEY PHARMACEUTICALS: Initiates Operational Restructuring Moves
HINES HORTICULTURE: Red Ink Continued to Flow in Third Quarter
INTERNATIONAL ISOTOPES: Third Quarter Net Loss Widens to $123K

INTERNET CAPITAL: Sept. 30 Net Capital Deficit Narrows to $47MM
INTERPLAY ENTERTAINMENT: Annual Meeting to Convene on Dec. 18
J.L. FRENCH: S&P Cuts Ratings over Lower-Than-Expected Revenues
LB-UBS COMM'L: Prelim. Ratings Assigned to Ser. 2003-C8 Notes
LNR PROPERTY: Newhall Land Unitholders OK Lennar/LNR Transaction

LOUDEYE CORP: GAAP Q3 Net Loss Remains Flat in $2MM Vicinity
LOUDEYE CORP: Vidipax Unit Inks Definitive Pact to Sell Assets
LTV CORP: Administrative Committee Proposes Settlement Protocol
LUBY'S INC: Will Host Fourth-Quarter Conference Call on Friday
MANITOWOC COMPANY: Completes 7-1/8% Senior Unsec. Debt Offering

MAX MECHANICAL: Case Summary & 20 Largest Unsecured Creditors
MICHAEL FOODS: S&P Rates $595M Senior Secured Notes Issue at B+
MIRANT: Wrightsville Creditors' Sec. 341 Meeting Set for Dec. 3
NRG ENERGY: Nelson Debtors' Claims Bar Date Set for November 20
NRG ENERGY: Settlement Pact Resolves Connecticut Contract Issues

NUCENTRIX BROADBAND: Next Pitches Winning Bid to Acquire Assets
OIL STATES INT'L: Obtains $225-Million Facility from Wells Fargo
NVIDIA CORP: Third-Quarter Results Shoot-Up to Positive Zone
OHIO CASUALTY: Third-Quarter 2003 Results Reflect Solid Growth
OMNICARE INC: Declares Quarterly Dividend Payable on December 12

OWENS CORNING: Secures Disallowance for $1-Mill. AK Steel Claim
PARADIGM ADVANCED: Files for Chapter 7 Liquidation in Delaware
PARADIGM ADVANCED: Voluntary Chapter 7 Case Summary
PENTHOUSE INT'L: Acquires 99.5% Interest in Del Sol Investments
PENTON MEDIA: Sept. 30 Net Capital Deficit Doubles to $130 Mill.

PG&E NAT'L: Court Allows USGen to Reject Bio Energy Power Pact
PHOTONEX CORP: Case Summary & 6 Largest Unsecured Creditors
PILLOWTEX: Court Approves Modified Key Employee Retention Program
PITTSBURGH, PENNA.: Group Wants to Keep City Out of Bankruptcy
PROMEDCO: Physician Ordered to Surrender Life Insurance Policy

REDBACK NETWORKS: Files Prepackaged Chapter 11 Plan in Delaware
ROHN INDUSTRIES: Tapping Sonnenchein Nath as Tax-Related Counsel
SEQUA CORP: Closes Sale of Assets to GenCorp Inc. Unit
SK GLOBAL: SK Group Units Protects SK Corp. from Takeover
STELCO HAMILTON: Commencing Workforce Reductions on November 22

TEEKAY SHIPPING: Cancels $58 Million of 8.32% Mortgage Notes
TEKNI-PLEX: S&P Rates Proposed $200MM Second-Priority Notes B-
TERAYON COMM: Plans to Raise $75 Million from Shares Offering
TIAA REAL ESTATE: S&P Takes Rating Actions on 2003-1 Notes
TIAA REAL ESTATE: Fitch Assigns BB Rating to Class E Notes

TOYS R US: Will Webcast Third-Quarter 2003 Results on Nov. 17
TYCO INT'L: Fitch Gives $1 Billion Senior Debt Issue BB Rating
TYCO INT'L: Prices $1-Billion Private Debt Offering
TYCO: Commences Negotiations for New $2.5-Bill. Bank Facilities
UPC POLSKA: Final Voting Ballots Expected on November 24, 2003

US AIRWAYS: Wants Court to Compel PBGC to Produce Documents
VANTAGEMED: Sept. 30 Working Capital Deficit Widens to $2.6 Mil.
WACKENHUT CORRECTIONS: Reports Strong Third-Quarter Performance
WARNACO: Third Point Management Lessens Equity Stake to 2.1%
WEIRTON STEEL: Asks Court to Clear Settlement Pact with McCarl

WESTPOINT STEVENS: Gains Court Nod to Reject Thermosoft Contract
WORLDCOM: Proposes Stipulation Resolving Citizens Comms Dispute
W.R. GRACE: Has Until March 31 to Make Lease Related Decisions
ZAMBA SOLUTIONS: Third-Quarter 2003 Net Loss Narrows to $237,000

* CLC Says Canadian Bankruptcy Legislation Doesn't Protect Workers
* Joel Shafferman Leads Insolvency Practice at Solomon Pearl

* BOND PRICING: For the week of November 10 - 14, 2003

                          *********

ADELPHIA: Wants Exclusive Solicitation Time Extended to Jan. 1
--------------------------------------------------------------
Adelphia Business Solutions, Inc. and its debtor-affiliates ask
the Court, pursuant to Section 1121(d) of the Bankruptcy Code, to
extend their Exclusive Solicitation Period to and including
January 1, 2004.

The Official Committee of Unsecured Creditors and the informal
committee of holders of 12-1/4% Senior Secured Notes due 2004, as
co-proponents of the Debtors' Plan, have no objection to the
requested extension.

Judy G.Z. Liu, Esq., at Weil, Gotshal & Manges LLP, in New York,
contends that the extension of the Exclusive Solicitation Period
will facilitate the completion of the solicitation of votes in
respect of the Plan, followed by a hearing to consider
confirmation of the Plan, within the timetable established by the
Court, and dispenses with any potential uncertainty that may
otherwise arise as a result of the expiration of the Solicitation
Period before the occurrence of the Voting Deadline, which is
currently scheduled on December 1, 2003.

                          *    *    *

The Court will convene a hearing on Thursday, November 13, 2003 to
consider the Debtors' request.  Accordingly, Judge Gerber extends
the ABIZ Debtors' Exclusive Solicitation Period until the
conclusion of that hearing. (Adelphia Bankruptcy News, Issue No.
44; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ADELPHIA COMMS: Court Fixes January 9, 2004 as Claims Bar Date
--------------------------------------------------------------
At the Adelphia Communications Debtors' request, the Court
establishes January 9, 2004 at 5:00 p.m. (Eastern Time) as the
last day and time for creditors to file a proof of claim.

Judge Gerber clarifies that these claimants need not file a proof
of claim on or before the Bar Date:

    (1) Any person or entity that already properly filed, with
        the Clerk of the United States Bankruptcy Court for the
        Southern District of New York, a proof of claim against
        the correct ACOM Debtor or Debtors utilizing a claim
        form that substantially conforms to Official Form No. 10;

    (2) Any person or entity:

        (a) whose claim is listed on the Amended Schedules;

        (b) whose claim is not described as "disputed,"
            "contingent," or "unliquidated";

        (c) who does not dispute the specific ACOM Debtor against
            which the person's or entity's claim is listed; and

        (d) who does not dispute the amount or type of the claim
            for the person or entity as set forth in the Amended
            Schedules;

    (3) Claims previously allowed by a Court order entered on or
        before the Bar Date;

    (4) Claims paid by the ACOM Debtors;

    (5) Claims allowable under Sections 503(b) and 507(a) of the
        Bankruptcy Code as expenses of administration, including,
        but not limited to, claims for professional and expert
        compensation;

    (6) Claims of ACOM Debtors against other ACOM Debtors;

    (7) Claims of these Rigas-managed entities against the ACOM
        Debtors:

         (a) Adelphia Cablevision Associates of Radnor, L.P.,
         (b) Adelphia Cablevision of West Palm Beach II, LLC,
         (c) Adelphia Cablevision of West Palm Beach, LLC,
         (d) Desert Hot Springs Cablevision, Inc.,
         (e) Dorellenic Cable Partners,
         (f) Doris Holdings, LP,
         (g) Eleni Acquisitions, Inc.,
         (h) Highland 2000, LLC,
         (i) Highland 2000, LP,
         (j) Highland Carlsbad Cablevision, Inc.,
         (k) Highland Carlsbad Operating Subsidiary,
         (l) Highland Communications, LLC,
         (m) Highland Holdings,
         (n) Highland Holdings II,
         (o) Highland Holdings Puerto Rico, LLC,
         (p) Highland Preferred Communications 2001, LLC,
         (q) Highland Preferred Communications, LLC,
         (r) Highland Prestige Georgia, Inc.,
         (s) Hilton Head Communications, L.P.,
         (t) Iliad Holdings, Inc.,
         (u) Kostas, LLC,
         (v) NCAA Holdings, Inc.,
         (w) Patmos, Inc.,
         (x) Prestige Communications, Inc.,
         (y) RFP Cable Holdings, Inc.,
         (z) U.S. Tele-Media Investment Co.,
        (aa) Wending Creek 3656, LLC,
        (bb) Bucktail Broadcasting Corporation,
        (cc) Henderson Community Antenna Television, Inc.,
        (dd) Highland Video Associates, L.P.,
        (ee) Ionian Communications, L.P.,
        (ff) Montgomery Cablevision Associates, L.P., and
        (gg) Coudersport Television Cable Company;

    (8) Any person or entity that holds an interest in any ACOM
        Debtor, which interest is based exclusively on the
        ownership of common or preferred stock, membership
        interests, partnership interests, or warrants or rights
        to purchase, sell or subscribe to the security or
        interest; provided, however, that interest holders who
        wish to assert claims against any of the ACOM Debtors
        including those that arise out of or relate to the
        ownership or purchase of an interest, including, but not
        limited to, claims arising out of or relating to the
        purchase, sale, issuance, or distribution of the
        interest, any damages claim under applicable securities
        law or any claim pursuant to Section 510(b) of the
        Bankruptcy Code, must file proofs of claim on or before
        the Bar Date;

    (9) Any claim which is limited exclusively to the repayment
        of principal, interest, and other applicable fees and
        charges arising from any bond, note or debenture issued
        by the ACOM Debtors under any of these indentures issued
        by Adelphia:

        (a) 9.250% Senior Notes due 10/1/02;
        (b) 8.125% Senior Notes due 7/15/03;
        (c) 7.500% Senior Notes due 1/15/04;
        (d) 9.500% PIK Notes due 2/15/04;
        (e) 10.500% Senior Notes due 7/15/04;
        (f) 9.875% Senior Debentures due 3/1/05;
        (g) 10.250% Senior Notes due 11/1/06;
        (h) 9.875% Senior Notes due 3/1/07;
        (i) 8.375% Senior Notes due 2/1/08;
        (j) 7.750% Senior Notes due 1/15/09;
        (k) 7.875% Senior Notes due 5/1/09;
        (l) 9.375% Senior Notes due 11/15/09;
        (m) 10.875% Senior Notes due 10/1/10;
        (n) 10.250% Senior Notes due 6/15/11;
        (o) 6.0% Convertible Subordinated Notes due 2/15/06; and
        (p) 3.25% Convertible Subordinated Notes due 5/1/21.

        This exclusion will not apply to the indenture trustee
        under each of the applicable ACC Indentures, and any
        former or current holder of an ACC Note Claim wishing to
        assert a claim, other than an ACC Note Claim, arising out
        of or relating to the ACC Indentures or related notes
        that arises out of or relates to the ownership or
        purchase of an ACC Note or ACC Indenture, including, but
        not limited to, claims arising out of or relating to the
        purchase, sale, issuance, or distribution of an ACC Note
        or ACC Indenture, any damages claim under applicable
        securities law or any claim pursuant to Section 510(b) of
        the Bankruptcy Code, must file proofs of claim on or
        before the Bar Date;

   (10) Any claim which is limited exclusively to the repayment
        of principal, interest, and other applicable fees and
        charges arising from any bond, note or debenture issued
        by certain Adelphia subsidiaries under any of these
        indentures:

        (a) Olympus Communications, L.P. 10.625 % Senior Notes
            due 11/15/06;

        (b) Arahova Communications, Inc.:

            * Zero Coupon Senior Discount Notes due 3/15/03;
            * 9.500% Senior Notes due 3/01/05;
            * 8.875% Senior Notes due 1/15/07;
            * 8.750% Senior Notes due 10/01/07;
            * 8.375% Senior Notes due 12/15/07;
            * Zero Coupon Senior Discount Notes due 1/15/08; and
            * 8.375% Senior Notes due 11/15/17;

        (c) FrontierVision Holdings, L.P.:

            * 11.875% Senior Notes Series A due 9/15/07; and
            * 11.875% Senior Notes Series B due 9/15/07; and

        (d) FrontierVision Operating Partners, L.P. 11.000%
            Senior Subordinated Notes due 10/15/06.

        This exclusion will not apply to the indenture trustee
        under each of the applicable Subsidiary Indentures and
        any former or current holder of a Subsidiary Note Claim
        wishing to assert a claim, other than a Subsidiary Note
        Claim, arising out of or relating to the Subsidiary
        Indentures or Subsidiary Notes that arises out of or
        relates to the ownership or purchase of Subsidiary Notes,
        including, but not limited to, claims arising out of or
        relating to the purchase, sale, issuance, or distribution
        of the Subsidiary Notes, any damages claim under
        applicable securities law or any claim pursuant to
        Section 510(b) of the Bankruptcy Code, must file proofs
        of claim on or before the Bar Date; and

   (11) Any claims of subscribers or other customers of the ACOM
        Debtors:

        (a) on account of customer deposits for services provided
            by the ACOM Debtors; or

        (b) arising in the ordinary course of business.

According to Judge Gerber, each of the ACC Indenture Trustees and
the Subsidiary Indenture Trustees explicitly is authorized to
file a single proof of claim, as applicable, related to the ACC
Note Claims arising under each of the ACC Indentures and the
Subsidiary Note Claims arising under each of the Subsidiary
Indentures; provided, however, that neither the ACC Indenture
Trustees nor the Subsidiary Indenture Trustees:

   (1) will be authorized to file a proof of claim relating to
       the ACC Indentures, the ACC Notes, the Subsidiary
       Indentures or the Subsidiary Notes that arises out of or
       relates to the ownership or purchase of the Notes,
       including, but not limited to, claims arising out of or
       relating to the purchase, sale, issuance, or distribution
       of the Notes, any damages claim under applicable
       securities law or any claim pursuant to Section 510(b) of
       the Bankruptcy Code; or

   (2) will be required to attach supporting documentation with
       respect to their proofs of claim.

Each of the administrative agents under these Prepetition
Facilities is authorized to file a single proof of claim on
behalf of each and all lenders under the agreements for claims
for principal, interest, fees, attorneys fees, costs, expenses
and other contractual obligations owing to the lenders under:

   (1) Olympus Co-Borrowing Facility:  That credit facility dated
       September 28, 2001, between and among certain ACOM
       Debtors, certain Rigas Entities, Bank of Montreal, as
       administrative agent, and the financial institutions
       party thereto;

   (2) Century Co-Borrowing Facility:  That credit facility
       dated April 14, 2000, between and among certain ACOM
       Debtors, certain Rigas Entities, Bank of America, N.A.
       and The Chase Manhattan Bank, as co-administrative
       agents, and the financial institutions party thereto;

   (3) UCA/HHC Co-Borrowing Facility:  That certain credit
       facility dated May 6, 1999, between and among certain of
       the ACOM Debtors, certain Rigas Entities, Wachovia Bank,
       N.A., as administrative agent, and the financial
       institutions party thereto;

   (4) Century-TCI Credit Facility:  That credit facility dated
       December 3, 1999, between and among Century-TCI
       California, L.P., Citibank, N.A., as administrative agent,
       and the financial institutions party thereto;

   (5) Frontier Credit Facility:  That credit facility dated
       December 19, 1997, between and among FrontierVision
       Operating Partners, L.P., The Chase Manhattan Bank, as
       administrative agent, and the financial institutions party
       thereto; and

   (6) Parnassos Credit Facility:  That credit facility dated
       December 30, 1998, between and among Parnassos, L.P., The
       Bank of Nova Scotia, as administrative agent, and the
       financial institutions party thereto.

Each Master Proof of Claim filed by the applicable Administrative
Agent will be deemed filed in the case of each ACOM Debtor that
is expressly identified in the Master Proof of Claim as having
any alleged liability in connection therewith, without the need
to file separate proofs of claim in any of the other ACOM
Debtors' cases.  No Administrative Agent will be required to
attach supporting documentation with respect to the Master Proof
of Claim.

Each investment bank that served as a lead underwriter or co-lead
underwriter of, or that participated in, one or more security
issuances of any of the Debtors are authorized explicitly, but
not required, to file a single master proof of claim related to
the agreements relating to each of the underwritings and that
each Lead Underwriter is authorized to file the master proof of
claim on behalf of itself and some or all of the other
underwriters that participated in the issuance.

Each of Tele-Media Corporation of Delaware, Everett I. Mundy,
Robert E. Tudek, Robert E. Tudek, Jr., Douglas F. Best, Peggy L.
Best, Constance A. Vincente, Frank R. Vicente, Thomas E. Mundy,
James Mundy, Allen C. Jacobsen, Charles J. Hilderbrand, John R.
Previs, Jon A. Allegretti, Robert D. Stemler, Robert H. Stewart,
Steven E. Koval, Tony S. Swain, Gerald P. Corman, Richard W.
Shore, Russell G. Bambarger, Thomas F. Kenly, Robert R. Shephard
and Ralph E. Steffan -- the Tele-Media Entities -- is explicitly
authorized to file a master proof of claim  reflecting any and
all claims each of them asserts against each group of Debtors  --
a Silo -- who are borrowers, guarantors or pledgors under each of
the Prepetition Facilities; provided, however that each Tele-
Media Entities Master Proof of Claim will identify the applicable
Debtors.  For administrative convenience, each Tele-Media
Entities Master Proof of Claim may be filed once in these jointly
administered cases.

Any holder of a claim respecting an unexpired lease or executory
contract of an ACOM Debtor that relates to damages that may arise
if the executory contract or lease were rejected by the
applicable ACOM Debtor, which lease or contract was not
effectively assigned by the respective ACOM Debtor prior to the
Petition Date will be required to file a claim by the later of:

   (1) the date provided in any order authorizing the ACOM Debtor
       to reject the Agreement or, if no the date is provided,
       then 30 days after the date of service of any order by the
       ACOM Debtors to the counter-party to the then-rejected
       executory contract or lease; and

   (2) the Bar Date; provided, however, that if an Agreement is
       not rejected prior to the time the Agreement expires by
       its express terms, the claims must be filed by the later
       of:

       (a) the Bar Date; and
       (b) 30 days after the date of expiration.

Any holder of a claim for indemnification, whether the claim
arises pursuant to a contract, agreement, the by-laws or articles
of incorporation of or otherwise involving any of the ACOM
Debtors, or by statute, law or otherwise, must file a proof of
claim with respect to the indemnification claim on or before the
Bar Date or the holder will be forever barred, estopped and
enjoined from filing claims.

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher LLP, in New
York, contends that due to the size and complexity of these
Chapter 11 cases, the ACOM Debtors, with the assistance of
Bankruptcy Services LLC prepared two Proof of Claim forms
tailored to these Chapter 11 cases.  The first Proof of Claim
form is based on Official Form 10.  The second Proof of Claim
form was specifically designed for current and former employees.

There are over 230 ACOM Debtors in these cases.  To avoid
confusion and facilitate the claims reconciliation process, the
Court requires all creditors to file a separate Proof of Claim
with respect to each ACOM Debtor against which they assert a
claim.

In addition, the ACOM Debtors will supplement the notice of the
Bar Date by publishing a form of the Bar Date Notice on or before
December 9, 2003 in these publications:

   (1) once in:

       (a) The New York Times (National Edition),
       (b) The Wall Street Journal (National Edition), and
       (c) USA Today (National Edition);

   (2) once in a major regional newspaper in each of the these
       cities:

       (a) Buffalo,
       (b) West Palm Beach,
       (c) Cleveland,
       (d) Denver, and
       (e) Los Angeles; and

   (3) once in at least three of these trade publications:

       (a) Television Week,
       (b) Broadcasting & Cable,
       (c) Multichannel News,
       (d) Cableworld, and
       (e) CableFax Daily.

Ms. Chapman notes that there are numerous securities lawsuits
either pending or, but for the automatic stay, threatened against
the ACOM Debtors.  Identifying each security purchaser and seller
throughout the potential class period would tax the resources of
the estates excessively.  Due to the potential magnitude of
information involved in the search, and limitations on the ACOM
Debtors' ability to access records of the purchasers and sellers
involved in all transactions during the relevant period, there is
also a concern that, notwithstanding the ACOM Debtors' best
efforts, any search would yield an incomplete list of potential
claimants.  Consequently, in addition to serving actual notice of
the Bar Date on the Class Action Lead Counsels, the ACOM Debtors
will publish the Securities Action Bar Date Notice on or before
December 9, 2003 on two separate occasions in The Wall Street
Journal (National Edition).  (Adelphia Bankruptcy News, Issue No.
44; Bankruptcy Creditors' Service, Inc., 609/392-0900)


AIR CANADA: Dismisses CTA Study Ignoring Web Fares as Outdated
--------------------------------------------------------------
Air Canada said that the findings of a study issued by the
Canadian Transportation Agency prepared by Intervistas Consulting
on some airfares in Atlantic Canada are fundamentally flawed and
outdated. The airline also questioned the rationale for issuing
such a study at this time.

On May 21, 2003, Air Canada radically changed its cross-Canada
fare structure by introducing its best domestic fares (discounted
one way fares) available exclusively online at
http://www.aircanada.com. One of the fundamental flaws of the
study is that it completely ignores web based fares, when it is
estimated that over half of Canadian domestic air travel today is
purchased online. Air Canada currently sells over 50 per cent of
its domestic fares through http://www.aircanada.com.

Air Canada maintains that any relevant study of Canadian airfares
must include web-based fares. For example, while the study alleges
that fares on the Montreal-Moncton route were "possibly
inadequate" compared to fares on the Terrace-Vancouver route, in
fact, today the opposite is true. A quick glance at aircanada.com
reveals that the lowest comparable fares on the Montreal-Moncton
route are lower than the lowest comparable fares on the Terrace-
Vancouver route where competition exists.

Air Canada is confident that the CTA will also conclude that the
findings of the Intervistas Consulting study are flawed in view of
the current competitive environment and available fares, if and
when it undertakes a comprehensive study of its own. Airfares in
Canada are at near historic lows. The high cost of domestic air
travel for Canadian consumers is viewed by the airline industry to
be mainly due to the spiraling fees and surcharges imposed by
government, airports and other government-mandated monopolies.

    Background:

    The Intervistas Consulting study compares, for the period of
August 15, 1998 to February 15, 2003, fares on select routes in
Atlantic Canada deemed non competitive to allegedly similar routes
within Canada on which there is competition. On May 21, 2003 Air
Canada radically changed its cross-Canada fare structure by
introducing discounted one way fares exclusively online at
http://www.aircanada.com.


AIRGATE PCS: Inks Agreement Transferring iPCS Shares to Trust
-------------------------------------------------------------
On November 30, 2001, AirGate PCS, Inc., acquired iPCS, Inc.
Subsequent to November 30, 2001 and through  February 23, 2003,
the results of operations and accounts of iPCS were consolidated
with the Company in accordance with generally accepted accounting
principles. On February 23, 2003, iPCS filed a Chapter 11
bankruptcy petition in the United States  Bankruptcy Court for the
Northern District of Georgia for the purpose of effecting a court-
administered reorganization.  In accordance with generally
accepted accounting principles,  subsequent to February 23, 2003,
the Company ceased consolidating the accounts and results of
operations of iPCS and the accounts of iPCS were recorded as an
investment using the cost method of accounting.  On
October 17, 2003, the Company irrevocably transferred all of its
shares of iPCS common stock into a trust organized under Delaware
law as described  below.  On the date of the transfer, generally
accepted accounting principles require this disposition  to be
accounted for as a discontinued operation.

The Company filed a prospectus and solicitation statement on Form
S-4 with the Securities and Exchange Commission on Sept. 26, 2003
with respect to a proposed restructuring of certain of the
Company's indebtedness.  In connection with the proposed
restructuring, the Company would issue up to 33 million shares of
its common stock. As a result of this issuance, the Company would
undergo an ownership change under Section 382 of the Internal
Revenue Code of 1986, as amended. An ownership change of the
Company would also cause an ownership change of its wholly-owned
subsidiary, iPCS.  This ownership change could have a detrimental
effect on the use of certain net operating losses of iPCS and,
consequently, could subject the Company's restructuring to the
automatic stay protection of the iPCS bankruptcy court.

In order to prevent such an effect, on October 17, 2003, the
Company irrevocably transferred  all of its shares of iPCS common
stock into a trust organized under Delaware law. The Company's
shareholders on the date of transfer to the trust are the trust's
sole  beneficiaries.  Such Beneficiaries' interest in the trust is
equal to their percentage  ownership of the Company on October 17,
2003. The Company received no cash consideration from its
shareholders or the trust in connection with the transfer.  The
bankruptcy court overseeing iPCS' bankruptcy approved (i) the
transfer of the iPCS shares to the trust, (ii) the Trust Agreement
between AirGate and Wilmington Trust Company, as trustee, and
(iii) upon confirmation of iPCS's plan of reorganization by the
bankruptcy  court, the distribution to the Beneficiaries of iPCS
stock if the iPCS plan of  reorganization that the court approves
provides for such distribution.  It is likely that the iPCS
bankruptcy court will ascribe little to no value to the iPCS stock
held in the trust.

Under the Agreement, the trustee will administer the trust and the
Company will have no ability to direct the trustee in its
administration of the trust. The Company will pay all expenses of
the trust and the trustee.

The Agreement provides that the Beneficiaries may not transfer
their interest in the trust in any manner except by bequest or
inheritance or by operation of law. Distributions from the trust
to the Beneficiaries will be made only upon the final approval of
an iPCS plan of  reorganization by the iPCS bankruptcy court which
provides for a distribution to the  Beneficiaries.  The trust will
terminate upon the earlier of (i) a distribution as described in
the previous sentence, (ii) the approval of an iPCS plan of
reorganization by the iPCS  bankruptcy court that does not provide
for such a distribution and (iii) October 17, 2006. Upon
termination, the trustee will distribute the iPCS stock to the
Beneficiaries.  Under no circumstances will the iPCS stock revert
to or vest with the Company.

The Agreement states that iPCS' Board of Directors will retain
control over iPCS and that Timothy M. Yager will remain as iPCS'
Chief Restructuring Officer. The trustee of the trust may not,
other than as directed by iPCS' Board of Directors or by the iPCS
bankruptcy court, (i) alter or amend iPCS' certificate of
incorporation or bylaws, (ii) issue any securities, (iii) remove
any of iPCS' directors or (iv) change the size of iPCS' Board of
Directors.  In addition, the trustee may not amend the terms of
the management agreement between iPCS and an affiliate of Mr.
Yager or take any action to remove Mr. Yager or any other officer
of iPCS.  Except as discussed above regarding distributions of the
iPCS stock to the Beneficiaries, the trustee may not sell or
transfer such stock. Finally, the trustee must vote the iPCS stock
in accordance with the directions of the iPCS Board of Directors
and the trustee has no  obligation to act absent direction from
the iPCS Board of Directors.

The Agreement further provides that the trustee must deliver to
the Beneficiaries within 90 days of the end of each calendar year,
a report showing assets and liabilities of the trust as of the end
of the year and the receipts and disbursements of the trust for
the period. The report must also describe the changes in the
trust's  assets and the actions taken by the trustee during the
period.  The trustee must also mail to the Beneficiaries interim
reports describing any material events relating to the iPCS stock.
Neither the trustee nor iPCS is required to deliver iPCS'
financial statements to the Beneficiaries.


AMERICAN TOWERS: S&P Assigns Junk Rating to $400MM Sr Sub. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC' rating to
the proposed $400 million 7.25% senior subordinated notes due 2011
to be issued by American Towers Inc., a wholly owned subsidiary of
Boston, Mass.-based wireless tower operator American Tower Corp.,
issued under Rule 144A with full registration rights. Proceeds
from the proposed notes issuance will be used to refinance bank
debt. Simultaneously, Standard & Poor's affirmed its outstanding
ratings on American Tower, including its 'B-' corporate credit
rating. The outlook remains stable. Pro forma for this
transaction, total debt was about $3.5 billion at Sept. 30, 2003.

"The rating reflects American Tower's high leverage and limited
interest coverage measures resulting from its aggressive, largely
debt-financed tower acquisition activities during the 1999-2001
time frame," said Standard & Poor's credit analyst Michael Tsao.
Pro forma for the proposed notes and adjusting for $284 million of
cash escrowed for debt reduction, net debt to annualized EBITDA
was high at 8.4x (7.9x if factoring in about $14 million of annual
net interest income from TV Azteca), and EBITDA coverage of
interest was 1.4x at Sept. 30, 2003. American Tower incurred over
$3 billion of debt during 1999-2001 to finance the acquisition and
building of about 12,000 towers based on the company's
expectations that growth in wireless services would strongly
bolster demand for limited tower space. However, largely in
response to capital market conditions, wireless carriers scaled
back their capital spending plans starting in 2001, preventing
American Tower from reducing its acquisition-related debt.

American Tower had about $588 million ($66 million of accessible
cash, $284 million of cash escrowed for debt reduction, and $238
million of availability under its bank revolver) of liquidity at
Sept. 30, 2003. This level of liquidity, when combined with such
factors as expected modest free cash flows, no significant debt
maturities until late 2006, and adequate headroom under bank
covenants, gives the company adequate cushion against execution
risks through 2006.

American Tower is among the largest wireless tower operators, with
roughly 15,000 towers, mostly in the U.S. The tower leasing
business accounted for about 85% of revenues and 98% of EBITDA in
third-quarter 2003. In its small network services operation, the
company serves as a consultant to wireless carriers in site
acquisition, network planning, radio frequency engineering, and
construction.


AMERICA WEST: Reports September 2003 Operating Performance
----------------------------------------------------------
America West Airlines (NYSE: AWA) said it ranked among the top
three major airlines for the fewest cancelled flights, mishandled
bags and customer complaints as reported in the Department of
Transportation's Air Travel Consumer Report for September 2003.

As a result, the airline's eligible 13,000 employees will receive
a $50 bonus check payment for the fourth consecutive month for
meeting operational goals.

America West's customer complaints continue to dramatically
decline.  In September 2003, the airline recorded 0.71 complaints
per 100,000 passengers, which was a 46 percent improvement from
September 2002.  In addition, America West cancelled only 0.6
percent of its flights, resulting in a completion factor of 99.4
percent, which was the best among all domestic major airlines.
America West also reported 2.40 mishandled bags per 1,000
customers -- a decrease of 24 percent from September 2002.
America West's on-time performance for September 2003 was 86.4,
ranking it fourth among the major carriers and above the industry
average.

Chief Operating Officer Jeff McClelland said, "We continue to
experience positive results from our company-wide emphasis on
customer service.  Customer complaints have decreased by 56
percent year-over-year during the third quarter, and our employees
have done a phenomenal job of running a safe, reliable operation
while providing customers with the courteous service they
deserve."

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.


ANALYTICAL SURVEYS: Tonga Converts $300K of Sr. Conv. Debenture
---------------------------------------------------------------
Analytical Surveys, Inc. (Nasdaq: ANLT), a provider of customized
data conversion and digital mapping services for the geographic
information systems and related spatial data markets, announced
that Tonga Partners LP, an investment fund managed by Cannell
Capital LLC, has converted $300,000 of a $2 million senior secured
convertible debenture into ASI common stock.

In accordance with the terms of the note, ASI will issue 261,458
shares of common stock to Tonga at a price of $1.24 per share,
including accrued interest. The newly issued shares will increase
ASI's total outstanding common shares from 823,965 to 1,085,423.
Tonga previously held no common stock in ASI.  After the
conversion, Tonga will own approximately 24% of ASI's common
stock.

Tonga purchased the $2 million convertible debenture from ASI on
April 2, 2002.  The Company used the investment to extinguish bank
debt and for working capital.  Additional details regarding the
note are available in Thursday's filing with the Securities and
Exchange Commission on Form 8-K.

Analytical Surveys, Inc., provides technology-enabled solutions
and expert services for geospatial data management, including data
capture and conversion, planning, implementation, distribution
strategies and maintenance services. Through its affiliates, ASI
has played a leading role in the geospatial industry for more than
40 years. The Company is dedicated to providing utilities and
governmental agencies with responsive, proactive solutions that
maximize the value of information and technology assets.  ASI is
headquartered in San Antonio, Texas and maintains facilities in
Waukesha, Wisconsin.  For more information, visit
http://www.anlt.com

                              *    *    *

                Liquidity and Going Concern Uncertainty

In its most recent Form 10-Q filing, the Company reported:

"The accompanying [sic] financial statements have been prepared
on a going concern basis, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course
of business. During the fiscal years of 2000 through 2002, we
experienced significant operating losses with corresponding
reductions in working capital and net worth, excluding the
impact of debt forgiveness, and we do not currently have a line
of credit in place to support operating cash flow requirements.
Our revenues and backlog have also decreased substantially
during the same period. Our senior secured convertible note also
has certain immediate call provisions that are outside of our
control, which if triggered and exercised, would make it
difficult for us to meet accelerated debt payments. These
factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern.

"To address the going concern issue, management has implemented
financial and operational restructuring plans designed to
improve operating efficiencies, reduce and eliminate cash losses
and position ASI for profitable operations. In 2002, we improved
our working capital position by reducing our bank debt through
the issuance of preferred stock and convertible debt and with
the collection of a $1.2 million federal income tax refund. The
consolidation of our production operations to two solution
centers has resulted in lower general and administrative costs
and improved operating efficiencies. Additionally, the
relocation of our corporate headquarters has resulted in
additional savings realized with a smaller corporate staff and
efficiencies in occupancy and travel related expenses. Our sales
and marketing team is pursuing market opportunities in both our
traditional digital mapping and newly launched data management
initiatives. We continue to focus on cost control as we develop
the data management initiative.

"The financial statements do not include any adjustments
relating to the recoverability of assets and the classifications
of liabilities that might be necessary should we be unable to
continue as a going concern. However, management believes that
its continued turnaround efforts, if successful, will improve
operations and generate sufficient cash to meet its obligations
in a timely manner."


APPLIED DIGITAL: Will Publish Third-Quarter Results on Friday
-------------------------------------------------------------
Applied Digital Solutions (NASDAQ: ADSX), an advanced technology
company, will release its third quarter financial results for the
period ended September 30, 2003 on Friday, November 14, 2003
before the market opens. After the release, the company will host
a conference call to discuss these results.

The conference call will take place at 8:30 a.m. ET that day.
Scott Silverman, Chief Executive Officer, Evan McKeown, Chief
Financial Officer and Michael Krawitz, Senior Vice President will
host the call. Interested participants should call 800-472-8309
when calling within the United States or 706-643-9561 when calling
internationally. Please reference Conference I.D. Number 3907686.
There will be a playback available until midnight, November 21,
2003. To listen to the playback, please call 800-642-1687 when
calling within the United States or 706-645-9291 when calling
internationally. Please use pass code 3907686 for the replay.

This call is being webcast and can be accessed at Applied Digital
Solutions' Web site at http://www.adsx.comuntil November 21,
2003.

Applied Digital Solutions is an advanced technology development
company that focuses on a range of life-enhancing, personal
safeguard technologies, early warning alert systems, miniaturized
power sources and security monitoring systems combined with the
comprehensive data management services required to support them.
Through its Advanced Technology Group, the company specializes in
security-related data collection, value-added data intelligence
and complex data delivery systems for a wide variety of end users
including commercial operations, government agencies and
consumers. Applied Digital Solutions is majority owner of Digital
Angel Corporation (AMEX: DOC - News). For more information, visit
the company's Web site at http://www.adsx.com

                        *   *   *

As reported in Troubled Company Reporter's June 9, 2003 edition,
Applied Digital Solutions signed Securities Purchase Agreements to
sell an additional 12.5 million previously registered shares to
the same investors who have already agreed to purchase 37.5
million shares as announced on May 9, 2003, and May 23, 2003.

The Company said it will use the proceeds from this sale towards
the satisfaction of its debt obligation to its senior lender, IBM
Credit LLC. Under the Forbearance Agreement with IBM Credit
(announced on March 27, 2003), the Company has the right to
purchase all of its debt of approximately $95 million (including
accrued interest) with a payment of $30 million by June 30,
2003, subject to continued compliance with the terms of the
Forbearance Agreement. If this payment is made on or before June
30, 2003, Applied Digital would satisfy its full obligation to
IBM Credit. As of this date, the Company is in compliance with all
terms of the Forbearance Agreement.


ARMSTRONG: Wants Court to Declare Individual Claims Duplicative
---------------------------------------------------------------
On behalf of Armstrong World Industries, Inc., Rebecca L. Booth,
Esq., at Richards Layton & Finger, in Wilmington, Delaware, tells
Judge Newsome that in August 2001 and July 2002, two class action
complaints asserting various federal law claims under ERISA were
filed by Dean A. Markley, Michael Resetar, and Lori Shearer,
individually and on behalf of a purported class of similarly
situated individuals who were participants in the Retirement
Savings and Stock Ownership Plan of AWI, who ceased to be employed
by AWI as a result of AWI's sale or divestiture of:

       (1) Armstrong Insulation Products in May 2000; or

       (2) AWI's Installation Products Group in July 2000.

The Class Complaints were brought against the Retirement Committee
of AWI, certain individual members of the Retirement Committee,
the RSSOP, Armstrong Holdings, Inc, and Mellon Bank, N.A.  In
addition to seeking class certification, the Class Plaintiffs
alleged that the Defendants:

       (i) breached fiduciary duties in the administration and
           investment of the RSSOP;

      (ii) breached fiduciary duties in connection with the 1996
           merger of the SIS and the RSP; and

     (iii) are liable for any breaches by co-fiduciaries.

In addition, the Class Plaintiffs alleged that the Armstrong
Defendants failed to pay benefits as required by the RSSOP and
failed to follow the terms of the RSSOP.

On February 28, 2003, the Pennsylvania Court consolidated the
Class Plaintiffs' cases into a single class action and certified a
non-opt out class pursuant to Rules 23(a) and 23(b)(2) of the
Federal Rules of Civil Procedure.

                      The Proofs of Claim

On August 31, 2001, an omnibus proof of claim was filed against
AWI on behalf of the Class Plaintiffs and the members of the
Class.  The omnibus proof of claim alleges claims similar to the
allegations asserted against the Defendants in the Class Action.
The total amount of the claim asserted in the Class Proof of Claim
is $3,865,324.53.

In addition to the Class Proof of Claim, approximately 74 proofs
of claim totaling approximately $1,390,919 were filed against AWI
on behalf of individual members of the Class.  The claims asserted
in the Individual Proofs of Claim are duplicative of the claims
asserted in the Class Proof of Claim.

                    The Settlement Agreement

On March 11, 2003, AWI asked the Bankruptcy Court to approve a
settlement agreement that disposes of and resolves any and all
disputes between the Defendants and the Class Members, and all
disputes relating to the Class Proof of Claim and the Individual
Proofs of Claim in AWI's Chapter 11 case.  On March 31, 2003, the
Bankruptcy Court approved the Settlement Agreement.

In accordance with the terms of the Settlement Agreement, counsel
to the Class filed an amended Class Proof of Claim that asserts a
prepetition, general unsecured claim against AWI's estate for
$1,000,000.  As provided in the Settlement Agreement, the Amended
Class Proof of Claim is deemed to consist of individual claims
held by the Class Members, each in an amount not to exceed
$10,000, and, therefore, the Amended Class Proof of Claim will be
treated as a "Convenience Claim" for $1 million in AWI's Chapter
11 case.  Pursuant to Class 3 of AWI's plan of reorganization, the
Amended Class Proof of Claim will be satisfied by payment of
$750,000 in cash, into the RSSOP on behalf of and to be credited
for the accounts of individual Class Members in accordance with
the provisions of the Settlement Agreement.  The AWI Payment,
together with payments made by or on behalf of the Defendants,
will create settlement funds totaling $1,465,000.  The other
Settlement Funds will be paid by National Union and Mellon in
accordance with the terms of the Settlement Agreement.

Class Counsel provided AWI with a schedule of each Class Member's
pro rata share of the amount asserted in the Amended Class Proof
of Claim. In accordance with the procedures for the solicitation
and tabulation of votes to accept or reject the Plan, the
Settlement Agreement provides that each Class Member will receive
a ballot entitling such Class Member to vote to accept or reject
the Plan in the applicable amount set forth on the Voting
Schedule.  Each voting amount will be equal to or less than
$10,000.

The Settlement Agreement is not effective absent both Bankruptcy
Court and Pennsylvania Court approval.  Upon the Pennsylvania
Court's entry of a Final Order, Class Counsel will withdraw the
Individual Proofs of Claim with prejudice.

                       The Objection

Because there has been some delay in entry of the order by the
Pennsylvania Court, AWI asks the Bankruptcy Court to enter an
order providing that the Individual Proofs of Claim are
duplicative of the Amended Class Proof of Claim and are deemed
superseded by the Amended Class Proof of Claim to be made upon the
entry of a Final Order by the Pennsylvania Court approving the
Settlement Agreement.  Because the Class is a non-opt out class,
all of the Class Members are bound by the terms of the Settlement
Agreement and any Final Order entered by the Pennsylvania Court.
Class Counsel will seek to have the Individual Proofs of Claim
voluntarily withdrawn with prejudice by the Individual Class
Members upon Pennsylvania Court approval of the Settlement
Agreement.

Nevertheless, out of an abundance of caution, AWI asks the
Bankruptcy Court to enter an order providing that, if the
Individual Class Members do not voluntarily withdraw the
Individual Proofs of Claim upon the request of Class Counsel, the
Individual Proofs of Claim will be deemed superseded by the
Amended Proof of Claim upon the Pennsylvania Court's entry of a
Final Order approving the Settlement Agreement. (Armstrong
Bankruptcy News, Issue No. 50; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


AVON PRODUCTS: Will Pay Regular Quarterly Dividend on December 1
----------------------------------------------------------------
Avon Products, Inc. (NYSE: AVP) declared a regular quarterly
dividend on its common stock of $.21 per share, payable
December 1, 2003, to shareholders of record November 21, 2003.

Avon is the world's leading direct seller of beauty and related
products, with $6.2 billion in annual revenues.  Avon markets to
women in 143 countries through 3.9 million independent sales
Representatives.  Avon product lines include such recognizable
brand names as Avon Color, Anew, Skin-So-Soft, Advance Techniques
Hair Care, Mark, beComing and Avon Wellness.  Avon also markets an
extensive line of fashion jewelry and apparel.  More information
about Avon and its products can be found on the company's Web site
http://www.avon.com

Avon -- whose March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $113 million -- is the
world's leading direct seller of beauty and related products, with
$6.2 billion in annual revenues.  Avon markets to women in 143
countries through 3.9 million independent sales Representatives.
Avon product lines include such recognizable brands as Avon Color,
Anew, Skin-So-Soft, Advance Techniques Hair Care, beComing, and
Avon Wellness.  Avon also markets anextensive line of fashion
jewelry and apparel.  More information about Avon and its products
can be found on the company's Web site http://www.avon.com


BIOVAIL CORP: S&P Affirms & Revises BB+ Rating Outlook to Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
pharmaceutical company Biovail Corp. to stable from positive. At
the same time, the ratings on the company, including the 'BB+'
long-term corporate credit rating, were affirmed.

"Notwithstanding the positive launch of Wellbutrin XL, we believe
the company's lower revenue guidance and the execution risks
inherent in its business strategy have deferred the possibility of
an upgrade," said Standard & Poor's credit analyst Michelle Aubin.

The ratings on Biovail reflect the risks inherent in the company's
growth strategy. These risks include managing and financing the
manufacture, distribution, and marketing of an expanding product
portfolio; integrating acquisitions and pricing; and implementing
more conservative business practices, which are not without risks.
Moreover, the company remains a net user of funds given its
acquisitive strategy, and has been cash flow negative
(prefinancing) for three of the past four years. These factors
are partially offset by the strength and diversity of the
company's current and future revenue streams, its track record of
integrating acquisitions, and an increasingly broad sales and
marketing infrastructure in the U.S. In addition, Biovail recently
announced that it will be increasing transparency and disclosure,
adopting more conservative financial reporting, and increasing its
focus on organic growth.

Mississauga, Ontario-based Biovail is an integrated pharmaceutical
company that is engaged in the development, manufacture, license,
distribution, and promotion of drug formulations using advanced
drug delivery technologies for the treatment of chronic medical
conditions. The company primarily focuses on three major
therapeutic areas: cardiovascular (including Type II diabetes),
central nervous system, and pain management.

The rating on the company's US$600 million secured credit facility
is the same as the long-term corporate credit rating. The facility
is secured by a first ranking and overall charge of the present
and future undertaking, property, and assets of Biovail, including
product rights, a pledge of all shares held by the company, and
assignment of insurance. Standard & Poor's review of the
collateral package in a distressed default scenario, using the
discrete asset methodology, suggests estimated tangible asset
values that offer a likelihood of significant, but not full
recovery of bank debt in the event of a default.

Biovail has been successful to date with its strategy of expanding
its product portfolio and pipeline by identifying drugs that have
lost patent protection but continue to have clinical relevance and
brand recognition. Nevertheless, the company's ability to sustain
its financial performance is dependent on the successful
implementation of its recently announced approach to business and
on the launch of recently approved reformulated products,
including Teveten HCT, Zovirax Cream, Cardizem LA, and Wellbutrin
XL.

Although a larger and more diverse existing product base would
help make moderate acquisitions and growth less risky, Biovail
must provide a sustained demonstration of an improved financial
profile, particularly strong cash flow generation and debt
reduction, resulting from the successful implementation of its
more conservative business approach and from its recent product
launches.


CABLETEL: Will Hold Q3 & Nine Months Conference Call Tomorrow
-------------------------------------------------------------
Cabletel Communications (AMEX: TTV, TSX: TTV) announced that it
will be releasing its operating results for the third quarter and
first nine months ended September 30, 2003, tomorrow prior to
market opening.

The Company cordially invites the financial community, the media
and Cabletel's shareholders to participate in its THIRD QUARTER
AND FIRST NINE MONTHS CONFERENCE CALL SCHEDULED FOR 11:00 A.M.
(EST), TUESDAY, NOVEMBER 11, 2003. President and CEO Greg Walling
and CFO Ron Eilath will review the results and discuss the
Company's outlook.

To participate

Call 1-800-720-9457 TEN MINUTES PRIOR TO CONFERENCE TIME or FIVE
MINUTES PRIOR TO CONFERENCE TIME log on to LIVE WEBCAST at
http://www.q1234.com or
http://www.newswire.ca/en/webcast/viewEvent.cgi?eventID=685960.

If you are unable to dial in for the 11:00 AM call, you can
listen to a taped version from 1:30 PM that afternoon to 1:30 PM
the following day by calling 1-800-633-8284. Use reservation
number 21165287. The conference will be archived at
http://www.q1234.com.

Cabletel Communications Corp. is a full-service distributor and
manufacturer of broadband equipment to the television and
telecommunications industries offering a wide variety of products
required to construct, build, maintain and upgrade broadcasting
and telecommunications systems. Stirling Connectors, Cabletel's
manufacturing division, supplies national and international
clients with proprietary products for deployment in cable, DBS
and other wireless distribution systems. More information about
Cabletel can be found at www.cabletelgroup.com

                        *   *   *

            Financial Liquidity, Capital Resources
                  and Bank Facility Covenants

Historically the Company has funded its operations through working
capital. At June 30, 2003, the Company's current assets exceeded
its current liabilities by $996,918. However, during the three and
six months ended June 30, 2003, the liquidation of inventory
slowed from prior experience, primarily as a result of the
slowdown in the industry. As a result the Company has been slower
than usual in meeting vendor payment terms. Should this trend
continue it may present a long-term liquidity concern for the
Company.

On May 16, 2002, Cabletel entered into a Revolving Credit Facility
Agreement with LaSalle Business Credit, a division of ABN AMBRO
BANK N.V., Canada Branch for a three year committed fifteen
million Canadian dollars (CAD$15,000,000), or its United States
dollar equivalent.

The facility contains certain customary covenants. As of June 30,
2003, as a result of a variation from the required minimum
adjusted net worth, interest coverage ratio and debt service
ratio, the Company had a technical violation of the applicable
covenants. The Company is working with its lender to resolve the
matter and expects to receive either a waiver or amendment to the
agreement shortly. There can be no assurance that the Company will
be successful in obtaining either a waiver or amendment. In the
event that the Company is unable to obtain such waiver or
amendment it could adversely affect the Company.

As of November 1, 2002, the Company began consolidating the
results of Allied, as a result of the Company's ability to convert
it's convertible debenture into 100% ownership of all issued and
outstanding common shares of Allied for a nominal consideration.
Subsequently, on May 9, 2003, Cabletel exercised its option and
acquired all the outstanding shares of Allied. Allied is currently
in negotiations with its senior bank lender with regards to an
extension of its senior bank facility beyond its current maturity
date. If Allied is unable to obtain such an extension, this could
adversely affect the consolidated results of the Company as the
Company would be required to write off its investment and
receivables due from goods sold in the ordinary course of business
amounting to approximately $250,000.

In connection with its restructuring plan, the Company announced
that it is in the process of seeking to renegotiate the payment
terms of its US $2.2 million senior subordinated promissory note
issued to one of its major suppliers. As a result, it has obtained
the consent of the payee to pay half of each of the full US
$120,000 installments due under the note on each of May 31, June
30 and July 31, 2003. The promissory note, which was issued in May
2002 as part of the conversion of US $2.2 million in outstanding
payables owed by the Company to a major supplier, bears interest
at the rate of 12% per annum and called for repayment in monthly
installments of US $60,000 through April 2003 and US $120,000
thereafter through April 30, 2004. Because of the continued
weakness in the Canadian television and telecommunication
industries, the Company has been in discussions with the payee of
the note regarding a restructuring which would reduce the monthly
payments below the required US $120,000.

Although discussions with the payee have commenced, to date the
Company and the payee have not agreed upon the terms of a
restructuring. Unless an agreement is reached by September 15,
2003, the Company will be required to pay the full US $120,000
installment due on August 31, 2003, plus the amount of the
Company's total underpayment of US $180,000 with respect to the
May 31, June 30 and July 31, 2003 installments. Unless an
agreement is reached, the Company does not expect to be in a
position to make those payments. If the Company is unable or
otherwise fails to make those payments in full it would constitute
a default of the terms of the note, which is unsecured and
subordinated to the rights of the senior bank lenders under the
Company's senior credit facility. The Company has been
coordinating its efforts to renegotiate the terms of the note with
its senior bank lenders, who have been supportive of the Company
in that regard. While the Company expects that it can conclude a
renegotiation of the payment terms of note on terms mutually
satisfactory to the Company, the payee and the bank, no assurances
can be given that such agreement can be reached. If no agreement
is reached, the Company may not be in a position to make all of
the required payments, an event that could permit the payee to
call an event of default under the note and have a material
adverse impact on the Company and its business.


CALPINE: Commencing Separate Offerings of $1-Bill. Senior Notes
---------------------------------------------------------------
Calpine Corporation (NYSE: CPN), a leading North American power
company, announced that it intends to commence offerings comprised
of:

    -- Approximately $600 million of senior unsecured convertible
       notes due 2023.  The notes will be convertible into shares
       of Calpine common stock at a fixed conversion ratio and
       will bear interest. The final principal amount, conversion
       ratio and interest rate will be determined by market
       conditions.  The senior unsecured convertible notes will
       rank equally and ratably with all other senior unsecured
       indebtedness of Calpine.

    -- Approximately $400 million of a new series of second-
       priority senior secured notes.  The final principal amount,
       interest rate and maturity date will be determined by
       market conditions.  The senior notes will be secured by
       substantially all of the assets owned directly by Calpine
       Corporation, including natural gas and power plant assets
       and the stock of Calpine Energy Services and other
       subsidiaries.  This security interest will rank equally and
       ratably with the security interests granted to holders of
       the second-priority senior secured notes issued by Calpine
       in July 2003 and to lenders under the second-priority
       senior secured term loans borrowed by Calpine in July 2003.

Net proceeds from both of the offerings will be used to repay or
repurchase existing indebtedness.  The offerings will be
independent transactions, and the closing of one offering will not
be cross-conditioned upon the closing of the other.

Both offerings will be offered in a private placement under Rule
144A, have not been registered under the Securities Act of 1933,
and may not be offered in the United States absent registration or
an applicable exemption from registration requirements.  This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy.  Securities laws applicable to
private placements under Rule 144A limit the extent of information
that can be provided at this time.

                           *   *   *

As reported in the Troubled Company Reporter's October 23, 2003
edition, Moody's Investors Service changed its senior implied
rating on Calpine to B2 from Ba3, with a stable outlook. The
ratings on the company's senior unsecured debt, senior unsecured
convertible debt and convertible preferred securities were also
lowered. Calpine, for its part, reaffirmed that Moody's downgrade
has no impact on the company's credit agreements, and the company
continues to conduct its business with its usual creditworthy
counterparties.


CALPINE CORP: Caps Price on $1 Billion Securities Offerings
-----------------------------------------------------------
Calpine Corporation (NYSE: CPN), a leading North American power
company, announced that it has priced its separate offerings of
senior unsecured convertible notes and second priority senior
secured notes.  The pricing for the securities is as follows:

    -- $400 million offering of 9-7/8% Second Priority Senior
       Secured Notes due 2011, offered at 98.01% of par.  This
       offering is expected to close on November 18, 2003.  The
       company expects to use the net proceeds from this offering
       to purchase approximately $433.6 million face value of
       outstanding senior notes, including $200.0 million of 4%
       convertible senior notes, at a total cost of approximately
       $380.9 million. Remaining net proceeds will be used to
       repurchase other existing indebtedness.

    -- $600 million offering of 4-3/4% Senior Unsecured
       Convertible Notes due 2023.  The securities will be
       convertible into cash and into shares of Calpine common
       stock at a price of $6.50 per share, which represents a
       38% premium on the November 6, 2003 New York Stock Exchange
       closing price of $4.71 per Calpine common share.  In
       addition, the company has granted the initial purchaser an
       option to purchase an additional $300 million of the senior
       unsecured convertible notes.  This offering is expected to
       close on November 14, 2003.  Net proceeds from the offering
       will be used to repurchase existing indebtedness.

Both offerings will be offered in a private placement under Rule
144A, have not been registered under the Securities Act of 1933,
and may not be offered in the United States absent registration or
an applicable exemption from registration requirements.  This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy.  Securities laws applicable to
private placements under Rule 144A limit the extent of information
that can be provided at this time.


CEDARA SOFTWARE: Sept. 30 Net Capital Deficit Narrows to C$167K
---------------------------------------------------------------
Cedara Software Corp. (TSX:CDE/OTCBB:CDSWF) announced results for
the first quarter ended September 30, 2003. (All succeeding
amounts are expressed in Canadian dollars unless specified
otherwise).

Revenue from continuing operations in the first quarter of fiscal
2004 was $10.1 million, an increase of 60% compared to $6.3
million in the first quarter of last year. Software license
revenue was up by $4.5 million to $6.2 million. Gross margin of
$7.7 million or 77% of revenue in the first quarter of fiscal
2004, compared to gross margin of $3.5 million or 54% of revenue
for the first quarter of fiscal 2003, reflects the increase in
high-margin software license revenues.

Operating expenses in the first quarter of fiscal 2004 declined by
$1.4 million or 19% to $5.8 million compared to $7.2 million in
the same period last year. The decline is due primarily to lower
general and administrative expenses which were down by $0.6
million or 28%, and reduced severance costs which declined by $0.6
million.

The Company reported net income of $1.7 million for the first
quarter of fiscal 2004, compared to a net loss of $4.0 million in
the same quarter last year. Diluted earnings per share of $0.06
for the quarter ended September 30, 2003 compared to a diluted
loss per share of $0.17 in the same period last year.

The Company's September 30, 2003 balance sheet shows a working
capital deficit of about $10 million, and a total shareholders'
equity deficit of about $167,000.

"I am pleased to start the new fiscal year by reporting a
profitable quarter," said Abe Schwartz, Cedara's President and
Chief Executive Officer. "We have made substantial progress over
the past year in improving the fundamentals of the business. The
results that were achieved this quarter are an early indication of
this. We will continue to focus our attention on improving
operational performance with a view to demonstrating sustained
profitability throughout fiscal 2004," added Schwartz.

The Cedara Software Corp. first quarter fiscal 2004 conference
call and web cast to discuss results and corporate strategy is
scheduled for 10:00 am EST today. The conference call can be
accessed via audio web cast by visiting
http://www.cedara.com/investors/teleconference_webcast.htm.
Participants in the conference call are asked to dial 416-695-5806
or 1-800-273-9672, five to ten minutes prior to today, 10:00 am
start of the teleconference to participate in the call. This
conference call will be recorded and will be available on instant
replay at the end of the call, until midnight December 5, 2003. To
listen to the replay, please dial 416-695-5800 or 1-800-408-3053,
and enter pass code 1492287.

Cedara Software Corp. is a leading independent provider of
technologies for many of the world's leading medical device and
healthcare information technology companies. Cedara Software is
deployed in hospitals and clinics worldwide - approximately 20,000
medical imaging systems and 4,600 Picture Archiving and
Communications System (PACS) workstations have been licensed to
date. Cedara is enabling the future of the healthcare industry
with new innovative approaches to workflow, data and image
management, integration, the web, software components and
professional services. The company's medical imaging solutions are
used in all aspects of clinical workflow including the capture of
patient digital images; the sharing and archiving of images;
sophisticated tools to analyze and manipulate images; and even the
use of imaging in surgery. Cedara is unique in that it has
expertise and technologies that span all the major digital imaging
modalities including angiography, computed tomography (CT), echo-
cardiology, digital X-ray, fluoroscopy, mammography, magnetic
resonance imaging (MRI), nuclear medicine, positron emission
tomography (PET) and ultrasound.


CELL-LOC INC: Fiscal Year 2003 Net Loss Balloons to $18.7 Mil.
--------------------------------------------------------------
Cell-Loc Inc. (TSX: CLQ) reported its financial results for the
fiscal year ended June 30, 2003.

For the year ended June 30, 2003, Cell-Loc reported a net loss of
$18.7 million ($0.63 per share) as compared to $8.5 million
($0.30 per share) for the previous year. Included in the $18.7
million loss is over $14.4 million in business restructuring
costs and asset impairment charges consisting of write-downs of
intellectual property, network assets and goodwill.

Also, the Company reports the mailing to securityholders of
the Notice of Annual and Special Meeting, Notice of Petition and
Information Circular for the securityholders' meeting to be held
on December 1, 2003 respecting the previously announced "Plan of
Arrangement" transaction involving the Company, 1073691 Alberta
Ltd. and Capitol Energy Resources Investment Partnership. Pursuant
to the Arrangement:

     (i) the Company will change its name from "Cell-Loc Inc." to
         "Capitol Energy Resources Ltd.";

    (ii) a new class of voting common shares (the "Capitol Energy
         Shares") and a new class of non-voting common shares (the
         "Capitol Energy Non-Voting Shares") of the Company will
         be created, the terms of the non-voting shares providing
         for "coat-tail" rights which give the holders thereof the
         right to participate, on identical terms, in a takeover
         bid resulting in the acquisition of at least 50 percent
         of the voting shares;

   (iii) $4.9 million will be invested in Cell-Loc by a group of
         private investors through the purchase of an aggregate of
         approximately 56 million Capitol Energy Shares and
         Capitol Energy Non-Voting Shares and the purchase of
         $200,000 of non-interest bearing, unsecured, redeemable,
         convertible debentures;

    (iv) Cell-Loc's existing technology assets and all associated
         contractual obligations, as well as $2.5 million in cash,
         will be transferred from Cell-Loc to 1073691 in
         consideration of common shares of 1073691, all of which
         shares shall be distributed to current Cell-Loc
         shareholders in step (v) below; and

     (v) Cell-Loc's current shareholders will exchange each Cell-
         Loc share held for one share of 1073691 and one-half of
         one Capitol Energy share. As a result of this exchange,
         the outstanding common shares of Cell-Loc will
         effectively have been consolidated on a one for two
         basis.

Holders of Cell-Loc warrants and share purchase options will
receive, in retirement of such securities, similar securities in
1073691 and in Capitol Energy, on the basis of one full security
in 1073691 and one-half of one security in Capitol Energy for
each Cell-Loc warrant or option currently held.

As a result of the Arrangement, shareholders will own 100 percent
of 1073691, which company will own all of Cell-Loc's existing
assets related to its wireless location technology business and
will have an additional $2.5 million in working capital.
Shareholders will also own approximately 22 percent of the
outstanding equity of Capitol Energy (including 55 percent of the
outstanding voting shares), which company will be poised, with a
new board of directors (led by Mr. Grant Billing) and $1 million
in additional working capital, to recruit a management team and
focus on building a successful oil and gas exploration,
production and marketing company. Both companies will be seeking
listings on the TSX Venture Exchange in conjunction with the
completion of the Arrangement.

At June 30, 2003, the company's balance sheet discloses a working
capital deficit of about $1 million.

Cell-Loc Inc. ( http://www.cell-loc.com), a leader in the
wireless location industry, is the developer of Cellocate(TM), a
family of network-based wireless location products that enable
location-based services. Located in Calgary, Alberta, Cell-Loc
currently develops, markets and supports its patented wireless
location technology in Asia as well as North and South America,
with a view to expanding globally. Cell-Loc is listed on the
Toronto Stock Exchange (TSX) under the trading symbol: "CLQ."


CONSOL ENERGY: S&P Affirms Lower-B Level Ratings
------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' ratings on
Pittsburgh, Pennsylvania-based Consol Energy Inc. and removed the
senior unsecured debt rating from CreditWatch with negative
implications. The outlook is stable. The affirmation of the senior
unsecured debt rating reflects Standard & Poor's assessment that
senior unsecured lenders will not be significantly disadvantaged
as a result of collateral posted for the credit facility and
the $125 million accounts receivable securitization program.

"The ratings on Consol reflect the company's high degree of
financial leverage, which includes meaningful debt and
postretirement obligations, liquidity policy in light of surety
bonding concerns, and its significant expansion efforts to
increase production and develop its coal bed methane properties
with the objective of reducing its relatively high cost position,"
said Standard & Poor's credit analyst Thomas Watters. The ratings
also reflect Consol's strength as an efficient producer of
underground coal, its significant reserve position, improving coal
industry conditions and energy diversification strategy.

Conditions in the U.S. coal industry have improved following
abnormal weather patterns and soft demand that led to depressed
prices and high coal inventories at electric utilities. A return
to seasonal weather patterns, high natural gas prices, and
capacity shutdowns--particularly in the eastern U.S.--have led to
tightening supply and increases in eastern spot prices. As
producers negotiate pricing for tonnage delivered for 2004 and
beyond, the existing spot prices should result in higher contract
realizations. Indeed, of the 68 million tons of expected 2004 coal
production, Consol has contracted 84%. Currently, eastern spot
prices are $7 per ton higher than the company's expected 2003
average price of $27.50 per ton. Consol enjoys a strong and
dominant position in the coal producing Northern Appalachia
region, which accounted for over 70% of its total 66 million tons
of production in 2002. Consol also has a significant reserve base
with 4.2 billion tons ensuring long-lived production. Relative to
some of its peers, Consol has been in the forefront in efforts
to diversify as an energy company.


CUMULUS MEDIA: Reports Strong Growth for Third-Quarter 2003
-----------------------------------------------------------
Cumulus Media Inc. (NASDAQ: CMLS) today reported financial results
for the three and nine months ended September 30, 2003.

     -- Q3 Pro Forma Revenue Grows 0.8%; Q3 Same Station Revenue
        Grows 3.9%

     -- Q3 Pro Forma Adjusted EBITDA Grows 0.8%;

     -- Q3 Free Cash Flow Grows 74.7%;

     -- Q3 EPS $0.13 vs. $0.06 Prior Year (before debt
        extinguishments losses and preferred stock redemption
        premiums)

Lew Dickey, Chairman, President and Chief Executive Officer,
commented, "This quarter marks a strong performance for our
company, particularly in our same-store group, in a very
challenging revenue environment. We are executing well in all
areas of our business and are well positioned for the recovery in
advertising which we are optimistic will occur sometime next
year."

                     Results of Operations

             Three Months Ended September 30, 2003
        Compared to Three Months Ended September 30, 2002

Net revenues for the third quarter of 2003 increased $7.8 million
to $74.6 million, an 11.7% increase from the third quarter of
2002, primarily as a result of revenues associated with station
acquisitions completed subsequent to September 30, 2002 and
stations operated under the terms of local marketing agreements
during periods subsequent to September 30, 2002. Station operating
expenses increased $5.6 million to $46.8 million, an increase of
13.6% over the third quarter of 2002, primarily as a result of
expenses associated with station acquisitions completed subsequent
to September 30, 2002 and stations operated under the terms of
local marketing agreements during periods subsequent to September
30, 2002. Station Operating Income (defined as operating income
before depreciation and amortization, LMA fees, corporate general
and administrative expenses, non-cash stock compensation and
restructuring charges) increased $2.3 million to $27.8 million, an
increase of 8.8% from the third quarter of 2002, for the reasons
discussed above.

On a pro forma basis, which includes the results of all stations
operated during the period under the terms of local marketing
agreements and station acquisitions and dispositions completed
during the period as if each were operated from or consummated at
the beginning of the periods presented and excludes the results of
Broadcast Software International, net revenues for the third
quarter of 2003 increased $0.6 million to $74.1 million, an
increase of 0.8% from the third quarter of 2002. Pro forma Station
Operating Income (defined as operating income (loss) before
depreciation, amortization, LMA fees, corporate general and
administrative expenses, non-cash stock compensation and
restructuring charges; and excluding the results of Broadcast
Software International) decreased $0.1 million to $27.7 million, a
decrease of 0.5% from the third quarter of 2002. Pro forma Station
Operating Income margin (defined as pro forma station operating
income as a percentage of pro forma net revenues) decreased to
37.4% for the third quarter of 2003 from 37.9% for the third
quarter of 2002.

Interest expense decreased by $3.5 million or 41.7% to $4.8
million for the three months ended September 30, 2003 as compared
with $8.3 million in the prior period. This decrease was primarily
due to lower interest expense associated with lower outstanding
levels of the Company's 10-3/8% Senior Subordinated Notes due 2008
during the current quarter.

The Company recognized losses on the early extinguishment of debt
of $1.0 million for the three months ended September 30, 2003. On
July 3, 2003, the Company redeemed all of its outstanding Notes in
accordance with a Notice of Redemption sent to all holders of the
outstanding Notes in June 2003. The $13.7 million in aggregate
principal amount of the Notes outstanding was redeemed at a
redemption price of 105.188%, plus accrued and unpaid interest
through July 2, 2003. In connection with the redemption of the
Notes, the Company paid $0.7 million in redemption premiums and
wrote-off $0.3 million of previously capitalized debt issuance
costs.

Preferred stock dividends and redemption premiums decreased $9.7
million to $0.7 million for the three months ended September 30,
2003 as compared with $10.4 million during the prior year. On
July 7, 2003, the Company redeemed all of its outstanding 13-3/4%
Series A Cumulative Exchangeable Redeemable Preferred Stock due
2009. The 9,268 shares of the Preferred Stock outstanding, valued
at $9.3 million, were redeemed at a redemption price of 106.875%
of the stated value, plus accrued and unpaid dividends. In
connection with the redemption of the Preferred Stock, the Company
paid $0.7 million in preferred stock dividends and redemption
premiums. Preferred stock dividends and redemption premiums during
the prior year was comprised of $2.6 million in accrued dividends
and a $7.8 million redemption premium paid in connection with the
repurchase of 67,502 shares of the issue during that period.

               Nine Months Ended September 30, 2003
         Compared to Nine Months Ended September 30, 2002

Net revenues for the nine months ended September 30, 2003
increased $25.2 million to $207.1 million, a 13.9% increase from
the same period in 2002, primarily as a result of revenues
associated with 1) station acquisitions completed at the end of Q1
2002, 2) station acquisitions completed subsequent to
September 30, 2002, and 3) stations operated under the terms of
local marketing agreements during periods subsequent to September
30, 2002. Station operating expenses increased $16.1 million to
$131.9 million, an increase of 13.9% over the same period in 2002,
primarily as a result of expenses associated with 1) station
acquisitions completed at the end of Q1 2002, 2) station
acquisitions completed subsequent to September 30, 2002, and 3)
stations operated under the terms of local marketing agreements
during periods subsequent to September 30, 2002. Station Operating
Income (defined as operating income before depreciation and
amortization, LMA fees, corporate general and administrative
expenses, non-cash stock compensation and restructuring charges)
increased $9.2 million to $75.2 million, an increase of 13.9% from
the same period in 2002, for the reasons discussed above.

On a pro forma basis, which includes the results of all stations
operated during the period under the terms of local marketing
agreements and station acquisitions completed during the nine
month period as if each were consummated at the beginning of the
periods presented, net revenues for the nine months ended
September 30, 2003 increased $0.5 million to $210.3 million, an
increase of 0.2% from the same period in 2002. Pro forma Station
Operating Income (defined as operating income (loss) before
depreciation, amortization, LMA fees, corporate general and
administrative expenses, non-cash stock compensation and
restructuring charges; and excluding Broadcast Software
International) increased $1.3 million to $76.2 million, an
increase of 1.7% from the same period in 2002. Pro forma Station
Operating Income margin (defined as pro forma Station Operating
Income as a percentage of pro forma net revenues) increased to
36.2% for the nine months ended September 30, 2003 from 35.7% for
the nine months ended September 30, 2002.

Interest expense decreased by $6.1 million or 26.0% to $17.5
million for the nine months ended September 30, 2003 as compared
with $23.6 million in the prior year. This decrease was primarily
due to lower interest expense associated with lower outstanding
levels of the Company's 10-3/8% Senior Subordinated Notes during
the current year.

The Company recognized losses on the early extinguishment of debt
of $15.2 million for the nine months ended September 30, 2003.
Losses in the current year relate to 1) the redemption of $13.7
million of the Notes in July 2003, 2) the repurchase of $30.1
million of the Notes, 3) the redemption of $88.8 million of the
Notes as part of a tender offer and consent solicitation completed
in April 2003 and 4) the retirement of the Company's existing
$175.0 million eight-year term loan facility in connection with
refinancing activities also completed in April 2003. Related to
the July 2003 redemption of $13.7 million of the Notes, the
Company paid $0.7 million in redemption premiums and wrote-off
$0.3 million of debt issuance costs. Related to the open market
repurchases of $30.1 million of the Notes, the Company paid $2.4
million in redemption premiums and wrote-off $0.7 million of debt
issuance costs. In connection with the tender offer and the
redemption of the Notes, the Company paid $6.0 million in
redemption premiums, $0.2 million in professional fees and wrote-
off $2.0 million of previously capitalized debt issuance costs.
Related to the extinguishment of the Company's $175.0 million
eight-year term loan, the Company paid $1.5 million in
professional fees and wrote-off $1.4 million of previously
capitalized debt issuance costs. Losses on the early
extinguishment of debt in the prior year were the result of the
syndication and arrangement of a new credit facility and related
retirement and write-off of debt issuance costs related to the
pre-existing credit facility.

Income tax expense decreased $55.6 million to $17.1 million during
the nine months ended September 30, 2003, as compared with $72.7
million during the prior year. Tax expense incurred in the current
year, comprised entirely of deferred tax expense, was recorded to
establish valuation allowances against net operating loss carry-
forwards generated during the period. Tax expense in the prior
year was comprised primarily of a non-cash charge recognized to
establish a valuation allowance against the Company's deferred tax
assets upon the adoption of SFAS No. 142, "Goodwill and Other
Intangible Assets."

Net income for the nine months ended September 30, 2003 totaled
$0.1 million for the reasons discussed. The reported net loss in
the prior year totaled $98.6 million for the reasons discussed
above and due to a $41.7 million after-tax loss incurred in the
prior year related to the cumulative effect of a change in
accounting principle as a result of adopting SFAS No. 142.

Preferred stock dividends and accretion of discount decreased
$17.7 million to $1.9 million for the nine months ended September
30, 2003 as compared with $19.6 million during the prior year.
This decrease was attributable to lower accrued dividends for the
period as compared with the prior year due to fewer outstanding
shares of the issue and redemption premiums paid during the prior
year in connection with certain repurchases of the issue.

                  Leverage and Financial Position

Capital expenditures for the three months ended September 30, 2003
totaled $2.5 million.

Including the results of all pending acquisitions operated as of
September 30, 2003, the ratio of net long-term debt to trailing
12-month pro forma Adjusted EBITDA as of September 30, 2003 is
approximately 5.4x.

                   Acquisitions and Dispositions

On July 22, 2003, the Company completed the acquisition of four
radio stations in Huntsville, Alabama from Athens Broadcasting
Company, Inc. for 1,215,760 shares of the Company's Class A Common
Stock. In addition to the broadcast licenses and fixed assets of
the four stations, Cumulus also received approximately $2.5
million of working capital as part of the transaction. Cumulus had
operated the stations under the terms of a local marketing
agreement since April 1, 2003.

On July 21, 2003, the Company completed the acquisition of two
radio stations in Nashville, Tennessee from Gaylord Entertainment
Company for $62.5 million in cash. Cumulus had operated the
stations under the terms of a local marketing agreement since
April 21, 2003. The Company also entered into a Joint Services
Agreement with Gaylord Entertainment Company related to a third
station and paid $2.5 million in cash upon execution of the
agreement.

Cumulus Media Inc. (S&P, B+ Corporate Credit Rating, Stable
Outlook) is the second largest radio company in the United States
based on station count. Giving effect to the completion of all
announced pending acquisitions and divestitures, Cumulus Media
Inc. will own and operate 272 radio stations in 56 mid-size and
smaller U.S. media markets. The Company's headquarters are in
Atlanta, Georgia, and its web site is www.cumulus.com. Cumulus
Media Inc. shares are traded on the NASDAQ National Market under
the symbol: CMLS.


DII IND.: Limit for Cash Required for Asbestos Settlement Set
-------------------------------------------------------------
Halliburton (NYSE: HAL) and the asbestos claimants committee with
whom it has been negotiating a proposed asbestos settlement for
its DII Industries, Kellogg Brown & Root and other subsidiaries
jointly announced that they have reached an agreement in principle
to limit the cash required to settle pending asbestos and silica
claimants currently subject to definitive agreements to $2.775
billion. The proposed debtor entities currently are parties to
such definitive agreements with attorneys representing more than
95% of the current asbestos and silica claimants.

The company and the representatives of current claimants have
agreed that if, at the completion of medical due diligence for
current claims, the cash amounts provided in the current
settlement agreements is greater than $2.775 billion, the total
cash payment to each claimant would be reduced pro rata so that
the aggregate of payments would not exceed $2.775 billion.

The terms of this revised settlement still must be approved by 75%
of known present asbestos claimants. Despite reaching the
agreement in principal, there can be no assurance that such
approval will be obtained, that all members of the asbestos
claimants committee and other lawyers representing affected
claimants will support the revised settlement or that claimants
represented by members of the asbestos claimants committee and
other affected claimants will vote in favor of the revised plan of
reorganization.

The proposed debtor subsidiaries of the company will promptly
prepare and circulate a supplement to the disclosure statement
mailed in late September to known current claimants for the
purpose of soliciting acceptances of a revised plan of
reorganization that incorporates the revised terms to effect the
agreement in principle. The previous November 19, 2003 deadline
for submission of acceptances will also be extended to allow time
for receipt and review of the disclosure statement supplement. The
new deadline for acceptances will be announced when the
supplemental disclosure statement is mailed. The additional time
needed to solicit acceptances to the revised plan of
reorganization will likely delay any Chapter 11 filing until
sometime in December, assuming that the necessary acceptances are
promptly received and the remaining product identification due
diligence is timely provided. The agreement in principle is
conditioned upon a Chapter 11 filing on or before December 31,
2003.

Halliburton has also agreed that two-thirds of approximately $486
million, or $326 million, of the $2.775 billion cash amount will
be paid on the earlier of 5 days prior to the anticipated Chapter
11 filing by the affected Halliburton subsidiaries and
December 31, 2003, so long as product identification due diligence
information on those claims has been timely provided and
Halliburton believes that a satisfactory number of claimants have
provided acceptances to the proposed plan of reorganization prior
to time for payment. The representatives of the current claimants
have agreed to accelerate their submission of remaining medical
and product identification due diligence information. Subject to
the proration describe above, the remaining one-third of these
claims will be guaranteed by Halliburton and paid on the earlier
of six months after a Chapter 11 filing and the date on which the
order confirming the proposed plan of reorganization becomes final
and non-appealable.

In connection with reaching this agreement in principle,
Halliburton's management intends to recommend to its Board that
the company pursue this private settlement in lieu of possible
legislation, including S. 1125, the "Fairness in Asbestos Injury
Resolution Act of 2003." Because of the lack of certainty and
because of the lack of clarity of the terms of any legislation, if
it were passed, including certainty or finality in funding,
payments and litigation procedures, Halliburton believes that such
legislation could make it possible for the company to pay more
money in the future for asbestos and silica claims.

Remaining conditions to a Chapter 11 filing by the affected
Halliburton subsidiaries include availability and effectiveness of
the definitive financing arrangements, approval of the plan of
reorganization by required creditors, including at least 75% of
known present asbestos claimants, and Halliburton board approval.

Halliburton, founded in 1919, is one of the world's largest
providers of products and services to the petroleum and energy
industries. The Company serves its customers with a broad range of
products and services through its Energy Services and Engineering
and Construction Groups. The Company's World Wide Web site can be
accessed at http://www.halliburton.com


DII INDUSTRIES: Plan Voting Deadline Extended Until November 19
---------------------------------------------------------------
Halliburton (NYSE: HAL) announced that DII Industries, LLC and
Kellogg Brown & Root and the asbestos claimants committee with
which the companies have been negotiating a proposed asbestos and
silica settlement are continuing to negotiate toward resolving
remaining issues.  These remaining issues include the fact that
the cash required to fund the settlement may modestly exceed
$2.775 billion.  In order for the settlement to proceed, an
agreement needs to be reached to either reduce the cash settlement
payout amounts to $2.775 billion or increase the amount
Halliburton and the filing subsidiaries would be willing to pay
above $2.775 billion.  There can be no assurance that such an
agreement will be reached in order to allow the settlement to
proceed.

Pending the resolution of these issues, the proposed debtor
subsidiaries of the company are extending the solicitation period
for the pre-packaged plan of reorganization until November 19,
2003 to allow time to resolve the issues. Once the remaining
issues are resolved, the proposed debtor subsidiaries of the
company will promptly prepare and circulate a supplement to the
disclosure statement mailed in late September to known current
claimants for the purpose of soliciting acceptances of a revised
plan of reorganization.  The deadline for submission of
acceptances will be extended to allow sufficient time for receipt
and review of the disclosure statement supplement.  The additional
time needed to solicit acceptances to the revised plan of
reorganization will likely delay any Chapter 11 filing until
sometime in December, assuming that the necessary acceptances are
promptly received and the remaining product identification due
diligence is timely provided.

Halliburton also announced that it has concluded negotiations with
several banks and non-bank lenders on the terms of multiple credit
facilities relating to the funding of the proposed settlement, and
the definitive agreements have been signed.  There are a number of
conditions precedent that must be met before those facilities will
be effective and available for use, one of which is the Chapter 11
filing for DII Industries, KBR and some of their subsidiaries.

The credit facilities consist of:

     -- a $700 million 3-year revolving credit facility for
        general working capital purposes;

     -- a master letter of credit facility intended to ensure that
        existing letters of credit supporting the company's
        contracts remain in place during the filing; and

     -- a $1.0 billion delayed-draw term facility to be available
        for cash funding of the trust for the benefit of
        claimants.

The delayed-draw term facility is intended to eliminate
uncertainty in the capital markets concerning our ability to meet
our funding requirement once final and non-appealable court
confirmation of a plan of reorganization has been obtained.

Remaining conditions to a Chapter 11 filing by the affected
Halliburton subsidiaries include availability and effectiveness of
the definitive financing arrangements, approval of the plan of
reorganization by required creditors, including at least 75% of
known present asbestos claimants, and Halliburton board approval.

Halliburton, founded in 1919, is one of the world's largest
providers of products and services to the petroleum and energy
industries.  The Company serves its customers with a broad range
of products and services through its Energy Services and
Engineering and Construction Groups.  The Company's World Wide Web
site can be accessed at http://www.halliburton.com


EGAIN COMMS: Red Ink Continued to Flow in September 2003 Quarter
----------------------------------------------------------------
eGain Communications Corporation (NASDAQ: EGAN), a leading
provider of customer service and contact center software,
announced financial results for the first quarter of fiscal year
2004.

Revenue for the quarter ended September 30, 2003 was $4.6 million,
compared to $5.7 million for the quarter ended September 30, 2002.
On a generally accepted accounting principles basis, including
non-cash and restructuring charges, net loss was $3.9 million, or
$1.06 per share, for the quarter ended September 30, 2003 compared
to a GAAP net loss of $8.1 million, or $2.22 per share for the
quarter ended September 30, 2002.

Pro forma net loss was $931,000 or $0.25 per share for the quarter
ended September 30, 2003, compared to a pro forma net loss of $2.9
million or $0.79 per share, for the quarter ended September 30,
2002. Pro forma net income (loss) figures exclude depreciation,
amortization, accreted dividends and restructuring charges.

eGain Communications' September 30, 2003 balance sheet shows a
working capital deficit of about $1.4 million, while total
shareholders' equity further dwindled to about $2 million from
about $4 million three months ago.

"eGain Service 6, our latest product suite launched in the March
quarter of 2003 continues to gain market momentum," said Ashutosh
Roy, Chief Executive Officer. In the September quarter, the
company closed 14 new customers worldwide compared to 7 in the
prior quarter -- including Affina, AGIS, Atlanta Journal
Constitution, La Quinta, Landstingsf"rbundet (Swedish health care
organization), Levitz, TRW, and Ventura. In addition, existing
customers such as ABN-AMRO, AT&T Wireless, Barclays, Charter
Communications, Portland General Electric, and Sallie Mae expanded
their use of eGain solutions. A delay in completion of certain
license transactions and an increase in hosted customer adoption
versus license sales resulted in the license revenue shortfall in
the September 2003 quarter. The company believes that most of
these license transactions remain on track to close in the
December 2003 quarter. Based upon the strength of its pipeline and
market momentum, the company continues to believe that its annual
operating plan for fiscal year 2004, to deliver $1.0 million of
annual EBDA operating profits, remains achievable.

Total cash, cash equivalents and restricted cash at the end of the
September 2003 quarter were approximately $3.4 million compared to
approximately $5.2 million at the end of June 2003. Included in
the $3.4 million balance was $506,000 of restricted cash compared
to $791,000 of restricted cash in the prior quarter. Not reflected
in the September 2003 balance is an additional $2.0 million
advance the company made against its existing loan facility in
October 2003.

eGain (NASDAQ: EGAN) is a leading provider of customer service and
contact center software and services, trusted by world-class
companies to achieve and sustain customer service excellence for
over a decade. 24 of the 50 largest global companies rely on eGain
to transform their traditional call centers into profit centers,
and extend their service-based competitive advantage. eGain
Service 6(TM), the company's software suite, available licensed or
hosted, includes integrated, best-in-class applications for
customer email management, live web collaboration, service
fulfillment, knowledge management, and web self-service. These
robust applications are built on the eGain Service Management
Platform(TM) (eGain SMP(TM)), a scalable next-generation framework
that includes end-to-end service process management, multi-
channel, multi-site contact center management, a flexible
integration approach, and certified out-of-the-box integrations
with leading call center, content and business systems.

Headquartered in Sunnyvale, California, eGain has an operating
presence in 18 countries and serves over 800 enterprise customers
worldwide. To find out more about eGain, visit
http://www.eGain.com


ELCOM INT'L: Former Auditor KPMG Discloses Going Concern Doubts
---------------------------------------------------------------
On October 24, 2003, KPMG LLP resigned as the independent public
accountants of Elcom International, Inc. The Company has retained
Vitale, Caturano & Company PC as its independent public
accountants effective October 27, 2003. The engagement of Vitale,
Caturano & Company PC was recommended by the Audit Committee of
the Company's Board of Directors and affirmed by the entire Board
of Directors.

The audit reports of KPMG on the Company's consolidated financial
statements as of and for the years ended December 31, 2001 and
2002, were qualified as follows:

     "KPMG's report on the consolidated financial statements of
      the Company as of and for the years ended December 31, 2001
      and 2002, contained a separate paragraph stating "the
      Company has suffered recurring losses from operations and
      has an accumulated deficit that raise substantial doubt
      about its ability to continue as a going concern.
      Management's plans in regards to these matters are also
      described in Note 1(a). The consolidated financial
      statements do not include any adjustments that might result
      from the outcome of this uncertainty."


ENERGY VISIONS: Inks Pact to Sell NASD Bulletin Board Listing
-------------------------------------------------------------
Energy Visions Inc. (NASD: OTCBB: "EGYV" and TSXV: "EVI.S")
announced that it has entered into an agreement with the intention
to restructure EVI in a manner which would terminate its current
NASD OTCBB listing but provide shareholders of EVI with an equal
number of equity shares of a successor company which would trade
on the TSX Venture Exchange. The transaction is subject to
regulatory and shareholder approvals and when completed the
purchaser of the EVI NASD OTCBB listing (Lions Petroleum Corp., a
State of Nevada Company with offices in West Vancouver, B.C.,
Canada) will provide to EVI a total of U.S. $100,000 in cash plus
equity shares of the corporation which will assume the listing,
valued at U.S. $150,000 (but which are not freely tradable). The
transaction would substantially reduce EVI's administrative cost
of maintaining its public company status in the United States but
would terminate access to the public market in the United States.

"EVI's original NASD OTCBB listing was predicated on NASDAQ
becoming national in Canada. Since this did not happen, and EVI
has a Canadian focus, we decided a TSXV listing would suffice",
said Wayne Hartford, CEO of EVI. "It is our strong belief that
the net result will be positive for all EVI shareholders in both
Canada and the U.S."

On October 27, 2003, EVI announced the completion of its
acquisition of Pure Energy Inc. A subsequent restructuring of PEI
has resulted in the formation of a new company, Pure Energy
Visions Inc. that owns the assets and related liabilities
previously owned by Pure Energy Battery Inc. PEVI is the Canadian
manufacturer of a variety of Pure Energy battery products, with
its manufacturing plant in Amherst, Nova Scotia, and its sales
office in Richmond Hill, Ontario. On October 31, 2003, Energy
Ventures Inc. (Canada), EVI's 100% owned Canadian operating
subsidiary, converted its Series A and Series B preference shares
of PEI into common shares of PEI. The resulting share holdings,
when combined with PEI common shares controlled by D. Wayne
Hartford, gives EVI 50.5% of the voting stock of PEI.

PEVI's main business is the manufacture and sale of patented
Rechargeable Alkaline ("RAM(TM)") Batteries under license.
RAM(TM) batteries offer users significant performance and
convenience benefits versus traditional rechargeable products.
Further, they offer substantial economic and environmental
benefits versus single-use battery types. Pure Energy brand
Rechargeable Alkaline batteries and chargers are distributed and
marketed globally.

This fall, PEVI is launching a new Rechargeable Alkaline
("RAM(TM)") Battery product called "XL(TM)". This product is
exclusively available from Pure Energy Visions, and offers almost
double the performance of conventional RAM(TM) batteries. This
new product will extend the market reach of RAM(TM) into many
application areas traditionally considered inappropriate for
RAM(TM), and at a fraction of the cost of incumbent nickel metal
hydride (NiMH) batteries. PEVI already has retail listings for
XL(TM) with a number of its top customers.

Energy Visions Inc. is a developer of advanced battery and fuel
cell technologies, and through PEVI, is a manufacturer and seller
of both rechargeable and single-use batteries.  The Company's
balance sheet as of March 31, 2003 is upside-down by about $2
million.


ENRON CORP: Selling Sithe Assets to RCMF, et al. for $225-Mill.
---------------------------------------------------------------
Pursuant to Sections 105, 363 and 365 of the Bankruptcy Code,
Rules 2002, 6004, 6006, 9013 and 9014 of the Federals Rules of
Bankruptcy Procedure and Rule 9013-1(c) of the Local Bankruptcy
Rules for the Southern District of New York, Enron Corporation,
Enron North America Corporation and Oswego Cogen Company, LLC ask
the Court to authorize them to sell these Assets to RCMF Debt
LLC, RCP Debt LLC and Sithe/Independence Equity LLC under the
terms of the Purchase Agreement dated October 23, 2003, subject
to higher bids at an Auction:

   (a) the subordinated obligation of Sithe/Independence Power
       Partners LP arising under an Amended and Restated Base
       Gas Sales Agreement dated as of October 26, 1992 between
       ENA and Sithe, as amended, and certain related contracts;
       and

   (b) the 40% limited partnership interest in Sithe Power held
       by Oswego -- the Project Company Partnership Interest.

The Debtors also seek the Court's authority to assume and assign
ENA Related Agreements and Enron Contracts to the Purchaser.

Sithe Power owns a 1,042-MW natural gas-fired combined cycle
electric generating facility in Scriba, New York.  According to
Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, in New
York, Sithe Power and ENA are parties to the Gas Sales Agreement,
wherein ENA previously supplied gas to the Facility.  The Gas
Sales Agreement further provides that Sithe Power's payment for
gas would be partially deferred if 100% payment of the gas price
had resulted in unacceptable low debt service coverage for Sithe
Power's senior-secured project finance lenders.  The Gas Sales
Agreement was amended in June 2001 to provide, among other
things:

   (i) ENA ceased providing gas to Sithe Power, and

  (ii) the $419,300,000 deferred balance owing to ENA was
       converted to subordinated debt, bearing interest at 7%.

At the time the Gas Sales Agreement was amended, Oswego, a wholly
owned ENA subsidiary, also purchased a 40% limited partnership
interest in Sithe Power for $186,000,000.

Mr. Sosland relates that the value of ENA's and Oswego's interest
in Sithe Power are largely predicated on the value of certain
agreements between Sithe Power, Consolidated Edison Company of
New York, Inc., and various affiliates of Dynegy and Niagara
Mohawk power Corporation.  The Edison agreement runs through
November 2014 and is the result of the restructuring of a
Qualifying Facility era Energy Purchase Agreement, which now
provides a relatively low risk, predictable cash flow stream.
The cash flows from the Edison Purchase Agreement, net of
expenses, is on average 40% higher than the amount necessary to
service Sithe Power's senior, secured debt.

The Dynegy affiliate agreements created a tolling structure
through which Dynegy Power Marketing, Inc. effectively tolls 954
MW of the Facility.  The Dynegy Tolls are significantly "in-the-
money" to Sithe Power.  However, Dynegy's weakened credit
situation has impaired the value of the Dynegy Tolls, and, as a
result, the value of the Project Company Partnership Interest and
the Gas Sales Agreement.

Sithe Power also receives revenues from its agreement with NIMO
and sells excess energy, steam, hot water and unforced capacity
to Alcan Aluminum Corporation, the New York Independent System
Operator and third parties.

After the Petition Date, Mr. Sosland tells the Court that the
Debtors began to explore a sale of the Assets.  In this regard,
Enron and its investment bankers, The Blackstone Group LP,
commenced a competitive bidding process for the Assets in August
2002.  First, Blackstone contacted 230 industry players and
financial sponsors.  From them, 45 participants signed
confidentiality agreements and received an information
memorandum.  In October 2002, seven parties submitted first round
bids, five of which were invited to participate in the second
round that included management presentations, site visits and
continued due diligence.  Each bidder was provided with a
purchase agreement.

In connection with the marketing efforts, ENA previously asked
Sithe Power to allow potential purchasers to physically tour the
Facility and schedule and meet selected personnel or senior
management of Sithe Power and Sithe Energies Power Services, Inc.
to discuss certain business issues concerning the Assets.

In June 2003, three parties submitted second round proposals.
The Debtors and their advisors then conducted extensive
negotiations of definitive agreements with these parties over the
next several months.  Ultimately, the Debtors selected the
Purchaser, which is an affiliate of Sithe Power, to act as a
stalking horse bidder in an auction process and moved forward
with the negotiation of a definitive agreement.

The agreed Purchase and Sale Agreement has these principal terms:

A. Purchase Price

   A Base Purchase Price of $225,000,000, subject to adjustments.
   The Purchaser placed $41,250,000 in escrow as an Earnest Money
   Deposit and will pay the remainder of the Purchase Price at
   Closing.

B. Purchased Assets

   The Assets consist of the Project Company Partnership Interest
   and the Related Contracts.

C. Excluded Liabilities

   The Purchaser did not agree to assume any liability that is
   an ERISA Liability and any Liability for Taxes.

D. Enron Contracts

   At the Closing, Enron will assign certain contracts to the
   Purchaser.

E. Replacement Letter of Credit

   At Closing, the Purchaser will deliver to Dynegy a $50,000,000
   irrevocable letter of credit to replace the letter of credit
   and guaranty Enron issued.

F. Termination of Agreement

   The Purchase Agreement and the transactions contemplated
   therein may be terminated prior to the Closing by, inter
   alia:

   (a) the mutual written agreement of ENA, Oswego and the
       Purchaser;

   (b) the Purchaser, if ENA or Oswego is in material breach of
       the Purchase Agreement that would cause the conditions
       precedent to the Purchaser's obligations to close not to
       be satisfied and the breach remains uncured;

   (c) ENA or Oswego, if the Purchaser committed material breach
       of the Purchase Agreement that would cause the conditions
       precedent to the obligations of ENA and Oswego to close
       not to be satisfied and the breach remains uncured;

   (d) any party, if the Closing will not have taken place on or
       before January 31, 2004 -- subject to an extension to
       April 30, 2004 for delays in obtaining regulatory
       approvals;

   (e) either the Purchaser, ENA or Oswego, upon the entry into,
       consummation or approval of an Alternative Transaction;
       and

   (f) ENA or Oswego, if the Purchaser is not able to obtain
       adequate funding to consummate the transactions
       contemplated by the Purchase Agreement.

G. Reimbursement of Expenses

   ENA and Oswego agree to pay to the Purchaser its Actual
   Expenses, which are limited to $450,000, no later than the
   earlier of (i) three Business Days after the effective
   date of any termination of the Purchase Agreement by ENA or
   Oswego, or (ii) the consummation of an Alternative Transaction
   in the event the Purchase Agreement is terminated by the
   Purchaser.

Mr. Sosland asserts that the sale should be authorized as free
and clear of any liens, claims or encumbrances because, aside
from the Permitted Exceptions or as otherwise set forth in the
Purchase Agreement, the Debtors are not aware, to the best of
their knowledge, of any liens, claims, encumbrances, interests or
rights of set-off, netting, deduction or recoupment relating to
the assets.  To the extent that any Interests exist, the Debtors
intend to provide in the sale order that the Interests will
attach to the sale proceeds.

Mr. Sosland assures the Court that the terms of the Purchase
Agreement have been negotiated at arm's length and in good faith.
Thus, the Purchaser should be entitled to the protections of a
good faith purchaser under Section 363(m) of the Bankruptcy Code.

The Purchase Agreement contemplates that ENA will assign the
Related Contracts to the Purchaser and that Enron will assign the
Enron Contracts.  The Enron Contracts are comprised of
obligations related to the Financial Swap Credit Support
Contribution Agreement.  Mr. Sosland asserts that the assumption
and assignment should be authorized under the purview of Section
365 because:

   (a) Enron's assignment of the Enron Contracts will relieve it
       of significant financial obligations for which they
       currently receive no other benefit than to support the
       value of ENA's and Oswego's interest in Sithe Power;

   (b) it will provide the non-debtor parties to the Assigned
       Contract with adequate assurance of future performance;
       and

   (c) the Debtors believe that there are no monetary defaults
       under any of the Assigned Contracts that needs to be
       cured. (Enron Bankruptcy News, Issue No. 86; Bankruptcy
       Creditors' Service, Inc., 609/392-0900)


ENRON CORP: Court OKs Collateral in Dispute with Sierra Pacific
---------------------------------------------------------------
Sierra Pacific Resources (NYSE: SRP) announced that the Bankruptcy
Court of the Southern District of New York ruled on the amount and
types of collateral that the company's electric utilities, Nevada
Power Company and Sierra Pacific Power Company, will be required
to place in escrow, pending their appeal of the court's previous
decision involving the dispute with Enron over $336 million in
terminated power contracts.

Judge Arthur Gonzalez's ruling stays execution of the court's
previous decision in favor of Enron through the posting into
escrow by the Nevada utilities of $338 million of General and
Refunding bonds secured by the companies' assets plus
approximately $280,000 in cash for prejudgment interest.
Additionally, the Sierra Pacific utilities will pay $35 million in
cash to escrow 90 days after the date of the final stay order. The
judge added that conditions related to the order will be reviewed
by the court approximately two weeks after the payment of the $35
million in cash collateral.

"The judge's ruling now allows us to move forward with our
appeal," said Walter Higgins, Sierra Pacific's chairman and chief
executive officer. "I have said on numerous occasions that we do
not believe our company should be required to pay Enron for power
that was not delivered, and at unprecedented high prices largely
caused by Enron's manipulation of the energy market. Since prior
FERC rulings already have found Enron guilty of price
manipulation, we are confident our position will be upheld on
appeal."

The company said it would have no further comment until it has
received and reviewed the court's final stay order.

Headquartered in Nevada, Sierra Pacific Resources is a holding
company whose principal subsidiaries are Nevada Power Company, the
electric utility for most of southern Nevada, and Sierra Pacific
Power Company, the electric utility for most of northern Nevada
and the Lake Tahoe area of California. Sierra Pacific Power
Company also distributes natural gas in the Reno-Sparks area of
northern Nevada. Other subsidiaries include the Tuscarora Gas
Pipeline Company, which owns 50 percent interest in an interstate
natural gas transmission partnership and several unregulated
energy services companies.


EXTENDICARE HEALTH: Performance Improved in Third-Quarter 2003
--------------------------------------------------------------
Extendicare Health Services, Inc., a wholly owned subsidiary of
Extendicare Inc. (TSX: EXE and EXE.A; NYSE: EXE.A), reported
financial results for the quarter ended September 30, 2003.

Highlights of the results are:

   -- Net earnings reach $5.4 million

   -- Average nursing home occupancy reaches 91.6%

   -- Medicare census rises to 15.2%

   -- Independent actuary confirms adequacy of balance sheet
      reserves

   -- Announces purchase of 99-bed nursing home in Wisconsin for
      $4.4 million

EHSI reported a 170% increase in net earnings to $5.4 million in
the three months ended September 30, 2003 from net earnings of
$2.0 million in the quarter ended September 30, 2002. Cash flow
from operations was $13.1 million in the 2003 third quarter
compared to $9.1 million in the prior year quarter.

"The Company's strong performance during the period was
attributable to solid operating results from all segments of our
business," said Mel Rhinelander, Chairman and Chief Executive
Officer of Extendicare Health Services, Inc. "We achieved high
levels of overall nursing home occupancy while maintaining strong
Medicare census levels. We also benefited from an average 4.7%
increase in Medicaid revenue per day in the quarter bringing an
additional $4.8 million in revenue to the Company."

Average nursing home occupancy climbed to 91.6% in the 2003 third
quarter from 90.8% in the third quarter of 2002, and from 91.2% in
the 2003 second quarter. Medicare increased to 15.2% of total
nursing home census from 13.3% in the 2002 third quarter.

The majority of the states in which the Company operates enacted
changes to their Medicaid funding levels on July 1, 2003, which
resulted in an increase in the Company's average Medicaid rate of
3.3% from the second quarter of 2003, contributing $3.4 million of
additional revenue. However, in conjunction with the Medicaid rate
increases, some states imposed provider taxes, which increased the
Company's operating costs by $1.8 million in the third quarter of
2003.

The October 1, 2003, 6.26% Medicare rate increase (comprised of
3.26% administrative fix and 3% market basket adjustment) should
improve EHSI's revenue by an annualized total of about $13.3
million based on Medicare census for the first nine months of this
year. "The Company supports the industry commitment issued to
Senator Grassley, Chairman of the U.S. Senate Committee on
Finance, to ensure the 3.26% administrative fix is spent on
patient care and services," continued Mr. Rhinelander.

Notwithstanding the funding increases, the Company anticipates
results in the fourth quarter will be tempered by a number of cost
factors: including seasonality, the impact of holidays, and wage
and utility increases, but will still show a significant increase
over the same quarter last year.

"Our strategy of maintaining our focus on revenue growth by census
improvement will remain a key component of our business plan going
forward in 2004," concluded Mr. Rhinelander.

     Quarters ended September 30, 2003 and September 30, 2002

Revenue increased by $13.3 million, or 6.4% over the prior year
period, of which $12.5 million was from the nursing and assisted
living center operations. Management's continued emphasis on
growing census contributed $5.9 million to the rise in revenue,
while the average increase in Medicaid and private payor rates,
partially offset by lower Medicare rates, added $3.9 million. The
remaining quarter-over-quarter increase arose due to additional
nursing home ancillary services of $2.0 million and prior period
Medicaid and Medicare cost settlements of $0.7 million. The
Medicaid cost settlements received during the third quarter
totaled $1.9 million, compared to a repayment of $1.0 million made
in the 2002 third quarter. In addition, revenue for the 2003 third
quarter included a provision of $2.2 million related to pre-1999
Medicare cost settlements.

EBITDA increased 21.9% to $26.0 million in the 2003 third quarter
from $21.3 million in the same quarter last year. EBITDA as a
percent of revenue increased to 11.8% from 10.3% in the prior year
quarter. Growth in Medicare patient census and higher Medicaid and
private payor rates contributed to earnings.

Pre-tax earnings rose to $9.0 million in the three months ended
September 30, 2003 from $3.2 million in the prior year quarter.

   Nine Months ended September 30, 2003 and September 30, 2002

Net earnings for the nine months ended September 30, 2003
increased $7.7 million to $11.9 million from net earnings of $4.2
million in the comparable 2002 period. The 2002 nine month results
included an after-tax loss on disposal of assets and other items
of $2.4 million. Cash flow from operations was $35.2 million
compared to $29.3 million in the nine months ended September 30,
2002.

EBITDA rose 11.2% to $71.1 million in the nine months ended
September 30, 2003 from $63.9 million in the same period last
year, and as a percent of revenue, EBITDA grew to 11.0% from
10.5%.

In the nine months ended September 30, 2003, average nursing home
occupancy rose to 91.4% from 90.0% in the comparable 2002 period,
with Medicare representing 15.4% of resident days, up from 13.1%
in the prior year period.

Pre-tax earnings rose by $12.2 million to $19.8 million from $7.6
million in the 2002 comparative period. The 2002 nine month
results included a pre-tax loss on disposal of assets and other
items of $4.2 million.

                           Other Items

The Company has just completed an interim independent actuarial
review of resident care liability costs, based on data through
September 30, which confirms the adequacy of balance sheet
reserves for liability claims.

The Company is completing a project to install sprinkler systems
in the few remaining facilities that do not currently have them.

EHSI is in the process of acquiring a 99-bed nursing home, built
in 1999 in Manitowoc, Wisconsin for approximately $4.4 million.
The transaction also includes an adjacent five acres of land and
is expected to close by the end of 2003, pending regulatory
approval.

Extendicare Health Services, Inc. (S&P, B+ Corporate Credit
Rating, Stable Outlook) of Milwaukee, Wisconsin is a wholly owned
subsidiary of Extendicare Inc. Through its subsidiaries,
Extendicare Inc. operates 276 long-term care facilities across
North America, with capacity for over 29,000 residents. As well,
through its operations in the United States, Extendicare offers
medical specialty services such as subacute care and
rehabilitative therapy services, while home health care services
are provided in Canada. The Company employs 36,400 people in the
United States and Canada.


FEDERAL-MOGUL: Brings-In Seyfarth Shaw as ERISA Claims Counsel
--------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates want to employ
Seyfarth Shaw LLP as special counsel to address claims asserted by
the participants in the Federal-Mogul Corporation Salaried
Employees' Investment Program or their beneficiaries.

On March 3, 2003, Joseph Sherrill, purporting to act on behalf of
a class of similarly situated entities, filed a class proof of
claim against the Debtors for $97,968,790.  On September 22,
2003, Mr. Sherrill, along with Keith Siverly, filed a lawsuit
before the Southern District of Illinois against certain current
and former officers, directors and employees of Federal-Mogul.
The individual defendants in the Sherrill Illinois Action
include:

   -- members of the Federal-Mogul Retirement Committee:

      * James Zamoyski,
      * Richard P. Randazzo,
      * Joseph Breitenbeck,
      * David A. Bozinksy,
      * Richard A. Snell,
      * Thomas W. Ryan,
      * Thomas P. Martin,
      * G. Michael Lynch,
      * Charles G. McClure, and
      * Frank E. Macher;

   -- members of the Pension Committee:

      * John J. Fannon,
      * Robert S. Miller, Jr.,
      * Roderick M. Hills, and
      * Geoffrey H. Whalen; and

   -- the Manager of the Federal-Mogul Pension and Capital
      Accumulation Plans, Richard B. Stewart.

The Complaint also names several individuals as John Does.  The
Complaint is brought against the Federal-Mogul Corporation
Retirement Programs Committee, the Plan, Comerica Bank and State
Street Global Advisors.

Both the Sherrill Proof of Claim and the Sherrill Illinois Action
assert various federal law claims under the Employee Retirement
Income Security Act of 1974, as amended, and purport to have been
filed on behalf of Mr. Sherrill, Mr. Siverly and the other
participants and their beneficiaries in the Salaried Employees'
Investment Program for whose account the Investment Program made
or maintained investment in the Federal-Mogul Common Stock and
Preferred Stock Funds from June 30, 1999 to October 1, 2001.  In
general, the Sherrill Proof of Claim and the Sherrill Illinois
Action allege that Federal-Mogul and its Employees breached
fiduciary and co-fiduciary duties owed to the Salaried Employees'
Investment Program and the plan's participants and beneficiaries
under ERISA, in connection with investments in the Stock Funds.

During preliminary discussions with Mr. Sherrill's counsel in
July and August 2003, the Debtors first learned that Mr. Sherrill
also intended to assert the Allegations in litigation against the
Employees on the grounds that they were fiduciaries under the
Salaried Employees' Investment Program.  Subsequently, the
Debtors tendered the defense of these matters to their insurance
carrier, Chubb & Son, pursuant to a Fiduciaries Coverage
Insurance Policy issued by Federal Insurance Company.

On September 9, 2003, Chubb contacted Seyfarth Shaw about
representing the Employees and the Debtors with respect to the
Allegations.  David M. Sherbin, Federal-Mogul Vice President,
Deputy General Counsel and Secretary, says that Seyfarth Shaw was
contacted, among other reasons, because it has substantial
experience defending similar matters and because it has an
international reputation in the field of labor and employment and
employee benefits litigation.

Seyfarth Shaw met with the Debtors on September 18, 2003.
Subsequently, the parties agree that Seyfarth Shaw will be:

   (a) advising the Debtors with respect to the ERISA Claims,
       including the Sherrill Proof of Claim;

   (b) negotiating on behalf of the Debtors all matters related
       to the ERISA Claims, including the Sherrill Proof of
       Claim;

   (c) preparing, filing, prosecuting and resolving an objection
       to, and complaint against, the Sherrill Proof of Claim
       pursuant to applicable provisions of the Bankruptcy Code
       and Federal Rules of Bankruptcy Procedure;

   (d) assisting the Debtors and their general bankruptcy counsel
       in preparing appropriate pleadings and other papers as may
       be required in support of positions taken by the Debtors
       in matters related to the ERISA Claims, as well as
       preparing witnesses and reviewing relevant documents;

   (e) representing the Debtors at hearings to be held before
       the Bankruptcy Court and communicating with the Debtors
       regarding issues related to ERISA Claims, including the
       Sherrill Proof of Claim, as well as the Bankruptcy Court's
       decisions and considerations on matters related to the
       Debtors' current and former employees; and

   (f) rendering other services as may be in the Debtors' best
       interests.

Mr. Sherbin informs the Court that Seyfarth Shaw will not
represent the Debtors' Employees, but will advise them on any
matters against the Debtors, including any related to claims for
indemnification or contribution.  The Debtors' Employees, if they
wish to pursue those matters, will have to retain separate
counsel.  Seyfarth Shaw partners Charles C. Jackson, Christopher
Weals, Frederic Singerman, and Allegra Rich, will primarily be
responsible for the firm's representation of the Debtors.

Mr. Sherbin relates that most of the fees and expenses incurred
and billed by Seyfarth Shaw in connection with the Sherrill Proof
of Claim matter will be paid directly by Chubb in accordance with
the Fiduciaries Coverage Insurance Policy, once the Debtors pay a
$100,000 deductible.  Chubb will pay directly to Seyfarth Shaw
the fees and expenses the firm incurs in excess of the
Deductible.

For the amounts below the Deductible, the Debtors will pay the
firm for its legal services on an hourly basis.  The firm's
applicable hourly billing rates are:

            Partners              $205 - 600
            Counsel                275 - 400
            Associates             165 - 355
            Paraprofessionals       80 - 170

The Debtors will also reimburse the firm for its necessary, out-
of-pocket expenses.

Seyfarth Shaw has not received a retainer in connection with its
representation of the Debtors.

Charles C. Jackson, Seyfarth Shaw partner, discloses that the
firm has not received any compensation from the Debtors within
one year before the Petition Date.  Seyfarth Shaw, however, did
provide limited legal services to the Debtors within five years
before the Petition Date:

   (1) D'Ancona & Pflaum, a Chicago-based law firm which merged
       with Seyfarth as of October 1, 2003, received $22,591 from
       Federal-Mogul on September 21, 2000, for the services
       D'Ancona rendered in connection with a business dispute
       that did not result in litigation;

   (2) Seyfarth Shaw performed labor and employment work through
       1999 for Cooper Industries, which was purchased by
       Federal-Mogul Products, Inc.; and

   (3) From 1982 through 1997 Seyfarth Shaw represented Debtor
       T&N Industries in labor and employment matters.  Seyfarth
       Shaw is not owed any amounts with respect to the
       prepetition legal fees and expenses.

Mr. Jackson ascertains that Seyfarth Shaw does not hold or
represent any adverse interest to the Debtors and their estates.
The firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code. (Federal-Mogul Bankruptcy
News, Issue No. 45; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


FFP OPERATING: Employs Colvin & Petrocchi as Bankruptcy Counsel
---------------------------------------------------------------
FFP Operating Partners, LP is seeking approval from the U.S.
Bankruptcy Court for the Northern District of Texas to employ
Colvin & Petrocchi, LLP to provide services on general corporate
and bankruptcy matters because of its substantial expertise and
experience in bankruptcy matters.

The Debtor is expecting Colvin & Petrocchi will:

     a) advise FFP with respect to general corporate and
        restructuring matters;

     b) assist FFP and its other professionals with the
        protection and preservation of the estate of FFP;

     c) assist FFP and its other professionals with preparing
        necessary motions, applications, answers, orders,
        reports, and papers in connection with and required for
        the orderly administration of the estate; and

     d) perform any and all other general corporate and
        restructuring legal services for FFP in connection with
        its Chapter 11 case that FFP determines are necessary
        and appropriate.

The attorneys primarily responsible for this bankruptcy matter
will be Mark J. Petrocchi whose hourly rate is $225 and Joseph
Colvin whose hourly rate is $275.

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.


FLEMING: Wants Court to Clear $325 Mill. Payment to Bank Lenders
----------------------------------------------------------------
Fleming Companies, Inc., and its debtor-affiliates are party to a
prepetition credit agreement with:

   * Deutsche Bank, as administrative agent;

   * JPMorgan Chase and Citicorp North America, Inc., as
     syndication agents;

   * Lehman Commercial Paper Inc. and Wachovia Bank, National
     Association, as documentation agents;

   * Deutsche and JPMorgan Chase, as joint book managers;

   * Deutsche Bank JP Morgan and Solomon Smith Barney Inc., as
     joint lead arrangers; and

   * a consortium of certain other secured prepetition lenders.

Pursuant to the Credit Agreement, the Lenders made loans and
advances to the Debtors and issued letters of credit on the
Debtors' behalf.  All the Debtors, other than Fleming Companies,
Inc., executed guarantees of the prepetition loans in favor of
the Prepetition Lenders.  The Prepetition Loans were secured by
first-priority security interests and liens on substantially all
of the Debtors' then existing and after-acquired assets and all
proceeds and products of any of the assets.

As of the Petition Date, the Debtors owed the Prepetition Lenders
$604,000,000 under the Credit Agreement, including $146,000,000
in outstanding letters of credit and fees, in addition to
prepetition interests accrued plus costs, fees and expenses as
well as Treasury Services obligations not to exceed $50,000,000.
Furthermore, there was an automatic $5,000,000 step-up in one of
the prepetition letters of credit that increased the overall
exposure of the Prepetition Lenders to $609,000,000.

Under the Final Order authorizing the Debtors to incur
postpetition financing and use cash collateral, entered on May 7,
2003, the Prepetition Lenders and Prepetition Agents were
provided with adequate protection against any diminution in value
of the interest in the prepetition collateral resulting from,
inter alia, the granting of the Liens and the carve-out, the
priming of the Prepetition Financing Liens, the imposition of the
automatic stay, and the use, sale or lease or other disposition
of the Prepetition Collateral.

Among other things, the Prepetition Lenders and Prepetition
Agents were granted first priority liens and security interests
on substantially all unencumbered Debtors' assets and junior
liens on all assets encumbered by Senior Liens.  The Prepetition
Lender Replacement Liens are deemed perfected as of the Petition
Date and may not be subject to any lien or security interest
existing as of the Petition Date, other than the Senior Liens.
In addition, to the extent of any Diminution Claim, the
Prepetition Agents and the Prepetition Lenders were also allowed
superiority administrative expense claims pursuant to Section
507(b) of the Bankruptcy Code.

Pursuant to the Final DIP Order, the Debtors are authorized to,
among other things, use the Cash Collateral to make adequate
protection payments to the Prepetition Agents and Prepetition
Lenders.

In August 2003, the Court approved the Debtors' sale of their
wholesale distribution business to C&S Acquisition LLC.  The
Debtors received $255,800,000 in cash at the closing of the Sale.
The Debtors now hold approximately $575,100,000 in cash,
substantially all of which constitutes the Prepetition Lenders'
Cash Collateral.

However, the Debtors cannot use the Cash Collateral except in
strict compliance with an approved budget and subject to
availability under the Borrowing Base.  Moreover, the Debtors do
not require the full $575,100,000 to run their remaining
businesses.  The Debtors forecast a $5,000,000 negative cash flow
from now through the year-end.  Thereafter, the Debtors expect
that their average monthly cash flow from operations will be
positive.  However, their total cash flow, due to the
administrative expenses related to the Bankruptcy cases, will be
a negative $3,000,000 to $5,000,000.

In partial satisfaction of the Prepetition Indebtedness, the
Debtors and the Prepetition Agents ask the Court to authorize the
Debtors to transfer $325,000,000 to the Prepetition Agents for
the Prepetition Lenders' benefit.  The Debtors will retain the
balance, subject to the current restrictions governing the use of
the Cash Collateral.

The Debtors and the Prepetition Agents believe that, at least
with respect to the proposed $325,000,000 payment, the Debtors
would not be able to use the portion of the Cash Collateral
because the Debtors could not provide adequate protection of the
Prepetition Lenders' interest under Section 363 as a result of
insufficient coverage in the Debtors' asset base.  Accordingly,
it is unclear whether the Debtors would be entitled to use the
funds in any case.

The Debtors also explain that their Prepetition Obligations are
secured by valid and unavoidable first-priority liens and
security interest as well as valid and enforceable replacement
liens.  As the Prepetition Lenders have the first right to the
proposed $325,00,000 payment to the Prepetition Agents, the
payment will not prejudice relevant parties-in-interest.

In connection with the Prepetition Obligations, and in
consideration for the right to continue to use the Prepetition
Lenders' Cash Collateral, the Debtors note that they are
currently paying the Prepetition Lenders $2,200,000 in interest
on a monthly basis, which amount is substantially greater than
that earned by the Debtors on the principal amount.  Accordingly,
the Debtors are subject to negative arbitrage.  The Debtors
assert that it would be of great benefit to the estates to reduce
this expense.  The only manner to achieve the reduction is to
reduce the amount of the Prepetition Obligations.

The Debtors assure the Court that the parties who have asserted
claims, which may be pari passu with or senior to the Prepetition
Lenders' claims, will not be prejudiced, as they will retain
sufficient funds to cover the claims.  The Debtors have escrowed
$51,300,000 for the asserted claims and have paid $43,900,000 in
reconciled PACA/PASA claims.  The Debtors report that $12,600,000
remains in escrow to resolve any remaining disputed or
unreconciled PACA/PASA claims.  Likewise, the Debtors escrowed
$11,300,000 for the asserted claims, $1,400,000 of which was
paid, leaving an escrow of $9,900,000 for unresolved claims.

In connection with the C&S sale, certain parties-in-interest have
asserted set-off rights against up to $75,000,000 of the C&S sale
proceeds.  To the extent necessary, the Debtors attest that
sufficient funds will remain in their estates to cover this
amount.  The Debtors will still be left with a very substantial
cash cushion to cover operating expenses and any unidentified
claims, which may pari passu with or senior to the Prepetition
Lenders' claims.  The use of this cash cushion will be subject to
the terms and conditions set forth in the Final DIP Order and the
Postpetition Loan Agreement.

The Debtors and the Prepetition Agents also note that the
existence of reclamation claims should not impact the proposed
payment to the Prepetition Lenders since regardless of whether
the Prepetition Lenders are ultimately determined to be
undersecured or oversecured as to the Debtors' inventory, any
reclamation claims are subject to the prior valid liens of the
Prepetition Liens and are junior thereto. (Fleming Bankruptcy
News, Issue No. 15; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


FOAMEX INT'L: Hosting Third-Quarter Conference Call Tomorrow
------------------------------------------------------------
Foamex International Inc. (NASDAQ: FMXI) will host a dial-in
conference call on Tuesday, November 11, 2003 at 10:00 a.m. (EST),
to discuss Foamex's 2003 third quarter results. Individuals can
access the call by dialing 888-390-2576 (U.S. and Canada) and 484-
630-8116 (International).

     Passcode:    Foamex  Leader:  Tom Chorman

     REBROADCAST: Tuesday, November 11, 2003 at 12:00 p.m. (EST)
                  through Tuesday, November 18, 2003
                  at 6:00 p.m. (EST)

     REBROADCAST CALL NUMBER:

                  800-873-2138 (U.S. and Canada)
                  402-220-4755 (International)
                  Passcode: 1111

This call is being webcast by CCBN and can be accessed at Foamex's
Web site at http://www.foamex.com

The webcast is also being distributed over CCBN's Investor
Distribution Network to both institutional and individual
investors. Individual investors can listen to the call through
CCBN's individual investor center at www.fulldisclosure.com or by
visiting any of the investor sites in CCBN's Individual Investor
Network. Institutional investors can access the call via CCBN's
password-protected event management site, StreetEvents at
http://www.streetevents.com

Foamex, headquartered in Linwood, PA, is the world's leading
producer of comfort cushioning for bedding, furniture, carpet
cushion and automotive markets. The Company also manufactures
high-performance polymers for diverse applications in the
industrial, aerospace, defense, electronics and computer
industries as well as filtration and acoustical applications for
the home. For more information visit the Foamex Web site at
http://www.foamex.com

At June 29, 2003, Foamex's balance sheet shows a total
shareholders' equity deficit of about $190 million.


FOSTER WHEELER: Hires Heller Ehrman as Company General Counsel
--------------------------------------------------------------
Foster Wheeler Ltd. (NYSE: FWC) announced the appointment of the
law firm of Heller Ehrman White & McAuliffe, LLP to serve as the
Company's General Counsel effective January 1, 2004.

Victor Hebert, 66, a senior member of Heller Ehrman, will resign
from the Foster Wheeler Board of Directors to lead the Company's
legal team. Thomas R. O'Brien, 64, General Counsel and Senior Vice
President of Foster Wheeler since 1994, will officially retire on
January 1, 2004, and will rejoin his former law firm, Wolf &
Samson. In that position, he will continue to serve the Company as
a special counsel on a number of legal and legislative matters.

"Victor Hebert has been a very valuable member of the Company's
Board and I am delighted that he has agreed to lead the future
Foster Wheeler engagement with Heller Ehrman," said Raymond J.
Milchovich, chairman, president and chief executive officer of
Foster Wheeler. "Vic's broad understanding of our business along
with his extensive experience and expertise in all areas of
corporate finance will be invaluable as we continue with our
restructuring. Tom O'Brien has been an integral part of our
executive team over the last ten years managing critical
litigation and other issues, including asbestos matters for the
Company. We are pleased that he has agreed to serve as special
counsel going forward."

Victor Hebert joined Heller Ehrman in 1962 and has over forty
years' experience in corporate finance, corporate governance and
mergers and acquisitions. He has been involved in public and
private offerings of debt and equity securities and has handled
numerous mergers and acquisitions for clients across a wide range
of industries. Mr. Hebert served as Co-Chairman of Heller Ehrman
from 1987 to 1993 and is a director or officer of several
corporations and non-profit organizations. He is a graduate of the
University of California, Berkeley and holds a law degree from
that university's Boalt Hall School of Law.

Foster Wheeler Ltd. -- whose June 27, 2003 balance sheet shows a
total shareholders' equity deficit of about $830 million -- is a
global company offering a broad range of design engineering,
construction, manufacturing, project development and management,
research and plant operation services. Foster Wheeler serves the
refining, oil and gas, petrochemical, chemicals, power,
pharmaceutical, biotechnology and healthcare industries. Foster
Wheeler Ltd. is based in Hamilton, Bermuda, and its operational
headquarters are in Clinton, New Jersey. For more information
about Foster Wheeler Ltd. and its affiliates, visit its Web site
at http://www.fwc.com


GAP INC: October 2003 Sales Slide-Up 4% to $1.24 Billion
--------------------------------------------------------
Gap Inc. (NYSE: GPS) reported net sales of $1.24 billion for the
four-week period ended November 1, 2003, which represents a 4
percent increase compared with net sales of $1.19 billion for the
same period ended November 2, 2002.

The company's comparable store sales for October 2003 increased 1
percent, compared with an 11 percent increase in October 2002.

For the third quarter, the company expects to report on
November 20 earnings per share of $0.26 to $0.28, including the
dilutive effect of convertible debt, compared to reported earnings
per share of $0.15 for the prior year.

"For October, we moved the inventory we expected, achieving higher
overall merchandise margins versus last year as each of our brands
transitioned to the holiday season," said Sabrina Simmons, Senior
Vice President, Treasury and Investor Relations.  "For the third
quarter, we're very pleased with the positive comp sales
performance of each of our brands and the strong earnings growth
we expect to report."

For October 2003, comparable store sales by division were as
follows:

     -- Gap U.S.:  positive 1 percent versus positive 1 percent
        last year

     -- Gap International:  positive 6 percent versus positive
        5 percent last year

     -- Banana Republic:  positive 11 percent versus positive
        6 percent last year

     -- Old Navy:  negative 4 percent versus positive 24 percent
        last year

                   Third Quarter Sales Results

For the 13 weeks ended November 1, 2003, sales of $3.9 billion
represent an increase of 8 percent compared with sales of $3.6
billion for the same period ended November 2, 2002.  The company's
third quarter comparable store sales increased 6 percent compared
with an increase of 2 percent in the third quarter of the prior
year.

Comparable store sales by division for the third quarter were as
follows:

     -- Gap U.S.:  positive 5 percent versus negative 2 percent
        last year

     -- Gap International:  positive 4 percent versus positive
        2 percent last year

     -- Banana Republic:  positive 11 percent versus positive
        1 percent last year

     -- Old Navy:  positive 6 percent versus positive 6 percent
        last year

Year-to-date sales of $11.0 billion for the 39 weeks ended
November 1, 2003, represent an increase of 12 percent over sales
of $9.8 billion for the same period ended November 2, 2002.  The
company's year-to-date comparable store sales increased 9 percent
compared with a decrease of 7 percent in the prior year.

As of November 1, 2003, Gap Inc. operated 4,210 store concepts
compared with 4,294 store concepts last year.  The number of
stores by location totaled 3,075 compared with 3,158 stores by
location last year.

Gap Inc. will release its third quarter earnings via press release
on November 20, 2003, at 1:30 p.m. Pacific Time.  In addition, the
company will host a summary of Gap Inc.'s third quarter results in
a live conference call and webcast at approximately 2:00 p.m.
Pacific Time.  The conference call can be accessed by calling 800-
374-0168 and international callers may dial 706-634-0994.  The
webcast can be accessed at http://www.gapinc.com

Gap Inc. will announce November sales on December 4, 2003.

For more detailed information, please call 800-GAP-NEWS to listen
to Gap Inc.'s monthly sales recording. International callers may
call 706-634-4421.

As previously reported, the Gap, Inc.'s 'BB-' rated senior
unsecured debt was affirmed by Fitch Ratings. Approximately $2.9
billion in debt was affected by this action. The Rating Outlook
was revised to Stable from Negative.


GINGISS GROUP: Seyfarth Shaw Serves as Special Labor Counsel
------------------------------------------------------------
The Gingiss Group, Inc., and its debtor-affiliates need to tap the
services of Seyfarth Shaw LLP as Special Labor and Employment Law
Counsel. In this regard, the Debtors are asking permission from
the U.S. Bankruptcy Court for the District of Delaware to employ
the firm.

The Debtors advised the Court that Seyfath Shaw has provided
services to them since May 2003, therefore has become familiar
with the their business and business affairs and many of the
potential legal issues that may arise with the cases, and the sale
of its assets, including Workforce Adjustment and Retraining
Notification Act and State Mass Layoff/Plant closing statutes, and
other workforce reduction/sales related labor and employment
issues including "COBRA," severance, union, and other labor and
employment law issues.

Since the Firm is already familiar with the Debtors' current
business affairs and litigation status, it is fully prepared to
immediately address the legal issues that will come before it in
this regard, which is critical to the successful sale of tire
Debtors' assets and thereby critical to the Debtors' efforts to
maximize its recovery for its creditors.

The professionals who will be working on these cases and their
current hourly rates are:

          R. Thomas Howell         $400 per hour
          Gerald L. Maatman        $365 per hour
          Diane V. Dygert          $345 per hour
          Joshua L.Ditelberg       $300 per hour
          Gaye E. Hertan           $275 per hour
          Christopher J. DeGroff   $240 per hour
          Noah G. Lipschultz       $180 per hour
          Meagan C. LeGear         $115 per hour

Seyfarth Shaw is expected to:

     a. provide legal advice with respect to labor and
        employment benefits, employment litigation and workforce
        reduction issues;

     b. prepare on behalf of tire Debtors necessary
        applications, answers, declarations, orders, reports,
        and other legal papers relating to labor and employment,
        employment benefits, employment litigation and workforce
        reduction issues;

     c. appear, to the extent required by special labor and
        employment law counsel in Court, and to protect tire
        interests relating to labor and employment law matters,
        and matters related or incidental thereto of the Debtors
        before the Court; and

     d. perform all other legal services for the Debtors that
        may be necessary and proper in these proceedings.

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.


GOLDRAY INC: Wins Creditor and Court Nod for Proposed Asset Sale
----------------------------------------------------------------
Goldray Inc. (trading symbol TSX Venture "GLS") announced that it
has obtained creditor approval in respect of the Proposal of
Goldray previously announced on October 17, 2003.

The Proposal was also approved by the Court of Queens Bench on
November 4, 2003 in accordance with the provisions of the
Bankruptcy and Insolvency Act (Canada). With creditor and court
approval in place, it is anticipated that the sale of all or
substantially all of Goldray's assets to Quick Draw will be
concluded within a week.

If successfully concluded, it is anticipated that all secured and
preferred creditors of Goldray will be paid in full under the
Proposal. In addition, all unsecured creditors will be paid the
first $1,500 of each proven claim. The balance of each unsecured
creditor's proven claim will be paid on a pro rata basis from the
balance of the remaining funds. It is further anticipated that
there will be no surplus funds or return on investment for equity
stakeholders.


GRAY TELEVISION: Declares Common and Preferred Stock Dividends
--------------------------------------------------------------
Gray Television, Inc.'s (NYSE: GTN; GTN.A) Board of Directors
declared a dividend of $.02 per share, payable on December 31,
2003, to stockholders of record of its Common Stock and Class A
Common Stock on December 15, 2003. This is the 36th consecutive
year that Gray has paid a common stock cash dividend.

Gray also announced that its Board of Directors declared a
dividend of $200 per share, payable on December 31, 2003, to
stockholders of record of its Series C Preferred Stock on
December 15, 2003.

Gray Television, Inc. (S&P, B+ Corporate Credit Rating, Stable
Outlook) is a communications company headquartered in
Atlanta, Georgia, and currently operates 15 CBS-affiliated
television stations, seven NBC-affiliated television stations,
seven ABC-affiliated television stations and four daily
newspapers.


GWIN INC: Demetrius & Co. Replaces Moore Stephens as Auditor
------------------------------------------------------------
On October 30, 2003, Moore Stephens, P.C. resigned as the
independent accountants for GWIN, Inc. because their application
with the Public Company Accounting Oversight Board was still
pending approval. Moore Stephens P.C. is unable to legally provide
an audit report for the year ended July 31, 2003 to be included on
Form 10-KSB for submission to the Securities and Exchange
Commission until the application with the PCAOB is accepted. Moore
Stephens, P.C. is unable to estimate when the PCAOB will complete
its review process, and therefore resigned. Subsequently on
October 30, 2003, GWIN engaged Demetrius & Company as its
independent accountants for the fiscal year ended July 31, 2003.

Moore Stephens, P.C.'s reports on GWIN's financial statements for
the seven-month period ended July 31, 2002 and each of the two
years in the period ended December 31, 2001, contained a paragraph
concerning uncertainties relating to the Company's ability to
continue as a going concern.

GWIN's Board of Directors made the decision to engage Demetrius &
Company.


HAYES LEMMERZ: Neuberger Ordered to Present Documents to Trust
--------------------------------------------------------------
On September 29, 2000, the Hayes Lemmerz International Debtors
entered into a stock purchase agreement under which Neuberger
Berman LLC clients sold 436,500 shares of HLI common stock to the
Hayes Lemmerz Debtors for $5,456,250.  In accordance with its
function to pursue and settle the Trust Claims, the HLI Creditor
Trust now wants to assess what assets, if any, may be recoverable
from Neuberger clients relating to the stock repurchase
transactions.

The HLI Creditor Trust was created pursuant to the Modified
Reorganization Plan.  The Trust's assets include the Trust
Claims.  Trust Claims are defined in the Modified Plan to include
causes of action against persons arising under Sections 502, 510,
541 through 545, 547 through 551 and 553 of the Bankruptcy Code
or under related state or federal statues and common law.

The Trust sought and obtained Judge Walrath's approval on its
motion asking the Court to issue a subpoena to compel the
production of documents and oral testimony from Neuberger.  The
Trust wants to:

   (a) determine the names and addresses of the Neuberger
       clients;

   (b) understand how the Debtors' cash was used; and

   (c) analyze what actions, if any, may be available to them.

Judge Walrath further rules that:

   (a) the HLI Creditor Trust may issue and serve a subpoena
       duces tecum on Neuberger Berman LLS for the production of
       documents and to take examination under oath, provided
       that Neuberger is not required to produce documents
       pertaining to any Neuberger Client Account that did not
       hold HLI common stock pursuant to the Stock Purchase
       Agreement, except to the extent that:

          -- the Neuberger Client Accounts directly or indirectly
             received proceeds of the sale of HLI common stock,
             referred to as the Secondary Accounts;

          -- the requested documents refer or relate to the
             transfer of the cash proceeds into and out of the
             Secondary Accounts; and

          -- provided that Neuberger may be represented by
             counsel during any examination under oath taken
             pursuant to these provisions;

   (b) in response to the subpoena duces tecum, Neuberger will
       include in its production documents sufficient to identify
       the names and addresses of the Neuberger Clients that sold
       their HLI common stock;

   (c) the Trust will keep confidential from persons other than
       Neuberger or the Neuberger Clients all documents produced
       by Neuberger except to the extent that the Trust is
       ordered to reveal the information by a court of competent
       jurisdiction, provided that these provisions will not
       prohibit the Trust from making public any information
       provided by Neuberger necessary to establish a claim
       against Neuberger or any of the Neuberger Clients in any
       complaint filed against Neuberger or any of the Neuberger
       Clients or any litigation or proceeding based on any
       Complaint.  However, this is provided that the Trust will
       not attach to any complaint any of the documents produced
       by Neuberger pursuant to these provisions; and

   (d) these provisions are without prejudice to the Trust's
       rights to apply for further discovery of Neuberger or of
       any other person or entity, and of Neuberger, or any other
       person or entity, to object to further discovery. (Hayes
       Lemmerz Bankruptcy News, Issue No. 40; Bankruptcy
       Creditors' Service, Inc., 609/392-0900)


HALSEY PHARMACEUTICALS: Initiates Operational Restructuring Moves
-----------------------------------------------------------------
Halsey Pharmaceuticals (OTCBB:HDGC) intends to restructure the
Company's operations to focus its efforts on research and
development related to certain proprietary finished dosage
products and active ingredients.

As part of that process, the Company intends to close or divest
its assets in Congers, NY, discontinue the manufacture and sale of
finished dosage generic products and substantially reduce
activities at its active pharmaceutical ingredient facility in
Culver, Indiana.

Subject to securing necessary financing, of which no assurance can
be given, the restructured Company intends to maintain research,
development and laboratory activities at the Culver facility
sufficient to continue developing certain proprietary active
pharmaceutical ingredient and finished dosage form technologies.

The restructuring is targeted for completion over the next 60 to
90 days and will result in a workforce reduction of approximately
70 employees in NY, 25 employees in Indiana and 5 employees in
Illinois. The remaining full time staff of approximately 16
employees will be engaged in research and development activities
and in directing the activities of various outside entities
performing clinical studies, market research and patent
prosecution.

In conjunction with the restructuring, the Company is continuing
to meet with its existing debentureholders and is seeking to
identify unaffiliated third parties to obtain the long term
financing necessary to fund the restructured operations going
forward. The Company estimates a funding requirement of
approximately $15 million to complete the restructuring and
provide working capital to fund operations through 2004. The
Company estimates that current cash on hand will fund the
Company's operations through December 1, 2003. In the absence of
continued additional funding by the Company's debentureholders or
an alternative third party investment, of which no assurance can
be given, the Company would be required to further scale back or
terminate operations, and/or seek protection under applicable
bankruptcy laws.

Halsey Pharmaceuticals, together with its subsidiaries, is an
emerging pharmaceutical company specializing in proprietary active
pharmaceutical ingredient and finished dosage form development.

Visit Halsey Pharmaceuticals' Web site at
http://www.halseydrug.comfor more information on the Company.

At December 31, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about $12 million.


HINES HORTICULTURE: Red Ink Continued to Flow in Third Quarter
--------------------------------------------------------------
Hines Horticulture Inc. (NASDAQ:HORT) reported operating results
for the third quarter and nine-month period ended Sept. 30, 2003.

                     Third Quarter Results

Net sales for the quarter were up $6.3 million to $51.3 million
from $45.0 million a year ago. During the third quarter, increased
sales of bedding plants in the South were driven by favorable
weather conditions, strong fall programs, and store service
programs established earlier in the year that increased sales
volume. In the Northeast, sales of both shrubs and bedding plants
were strong during the quarter because adverse weather conditions
that persisted late into spring pushed consumer purchases back
into the summer months. The company also saw strong sales of
shrubs and perennials in the Rocky Mountain and Midwest markets.

Gross profit for the third quarter increased to $23.9 million from
$21.3 million for the comparable period in 2002 due to higher
sales. As a percentage of net sales, gross profit for the quarter
declined to 46.5% from 47.4% in 2002. This percentage decrease was
primarily driven by increased scrap rates for bedding plants in
the third quarter and the need for selective price discounting
during the quarter to facilitate the sale of overstocked product,
both of which resulted from the late emergence of spring in the
Midwest and Northeast.

The Company had an operating loss for the third quarter of $0.9
million compared to an operating loss of $3.1 million in 2002
mainly due to the increase in sales.

Other expenses for the quarter were $15.3 million compared with
$8.9 million a year ago. The increase was primarily due to the
$9.2 million loss on debt extinguishment resulting from the
Company's debt refinancing during the quarter. This was somewhat
offset by the impact of the fair value adjustment on the Company's
interest rate swap as the financing costs for the third quarter
included income of $0.9 million relating to the fair value
adjustment compared with a charge of $2.0 million in 2002.

The loss from continuing operations for the third quarter of 2003
was $9.5 million, or ($0.43) per diluted share, versus a loss of
$7.1 million, or ($0.32) per diluted share, last year. During the
quarter, the Company recorded income from discontinued operations,
net of tax, of $4.0 million as a result of receiving a tax refund
from the Canadian government relating to the sale of the Sun Gro
business that occurred in 2002. The Company's net loss for the
third quarter was $5.5 million, or ($0.25) per diluted share,
compared with a net loss of $7.1 million, or ($0.32) per diluted
share, last year.

                       Nine-Month Results

Net sales for the nine months ended Sept. 30, 2003 were $297.7
million compared with $295.9 million a year ago. This increase was
driven primarily by strong sales of patio-ready type products due
to improved market penetration in the Midwest and Northeast
markets, robust sales of bedding plants in the South as discussed
above, and expanded sales of shrubs and perennials in the Rocky
Mountain and Midwest markets. These increases were somewhat offset
by the soft retail environment the company experienced during the
first quarter of 2003 and sluggish sales during the first six
months of the year in the Midwest and Northeast resulting from
cold, wet weather that persisted late into spring. Sales were also
down for bedding plants in Colorado and the Southwest during the
period, primarily due to overcapacity in the market.

Gross profit was $153.2 million compared to $151.7 million in 2002
mainly due to higher sales. As a percentage of net sales, gross
profit increased to 51.5% from 51.3% in the comparable period in
2002 because of better inventory management through the company's
store service programs and certain changes in product mix toward
higher margin items. The year-to-date increase in gross margins
was moderated by the margin decrease during the third quarter as
discussed above.

Operating income for the period was $46.1 million compared with
$48.4 million last year. This difference was heavily impacted by
$1.6 million of severance costs during the first nine months of
2003 and $2.1 million of income from the sale of the company's
property in Hillsboro, Ore. during the comparable period in 2002.
A $2.2 million increase in distribution costs during the first
nine months of 2003 was partially offset by a $1.8 million
reduction in general and administrative expenses during the
period.

Other expenses for the period increased to $29.5 million compared
with $27.1 million a year ago due mainly to the loss on debt
extinguishment during the third quarter. Income from continuing
operations for the period was $9.8 million, or $0.44 per diluted
share, versus income of $12.5 million, or $0.56 per diluted share,
last year. As a result of the Canadian tax refund recorded during
the third quarter, the Company had income from discontinued
operations, net of tax, of $4.0 million during 2003 compared to a
loss of $7.0 million during 2002. This resulted in net income for
the period of $13.8 million, or $0.62 per diluted share, compared
with a net loss of $49.6 million, or ($2.25) per diluted share,
last year. The net loss during 2002 was heavily impacted by a
$55.1 million charge stemming from the adoption of SFAS No. 142,
"Goodwill and Other Intangible Assets."

                         COO Highlights

Chief Operating Officer, Robert A. Ferguson, stated: "We are very
pleased with our third quarter performance, particularly with the
$6.3 million of incremental sales we generated during the period.
After being down by more than $10 million in sales heading into
April, we've made up a lot of ground over the last two quarters,
and our year-to-date sales at the end of September are now ahead
of last year's mark. This is a real testament to the tremendous
job done by our professional selling organization and the enormous
effort given by all of our employees to make this a successful
year.

"We are also extremely pleased to have completed the refinancing
of our debt during the third quarter, which included the issuance
of $175 million of 10.25% senior notes and a new $185 million
senior credit facility. This is an important strategic step for
Hines that extends the maturity of our debt and provides us with
significantly greater financial and operating flexibility.

"Despite these accomplishments, we still see many challenges ahead
as we look toward the fourth quarter and the beginning of 2004. We
continue to face a tough retail environment as well as some
significant upward pressure on costs. During the coming months, we
will continue to diligently follow the management plan that we
laid out in early February, focusing our efforts on generating
incremental sales and realigning our business to maximize the
value we bring to our shareholders and customers, while managing
our costs and improving operating efficiencies. We are confident
that we are taking the appropriate actions to improve our
performance during these challenging times and we are optimistic
that we will continue to make progress with these initiatives,"
Ferguson concluded.

Hines Horticulture (S&P, B+ Corporate Credit Rating, Stable
Outlook) is a leading operator of commercial nurseries in North
America, producing one of the broadest assortments of container
grown plants in the industry. Hines Horticulture sells nursery
products primarily to the retail segment, which includes premium
independent garden centers, as well as leading home centers and
mass merchandisers, such as Home Depot, Lowe's and Wal-Mart.


INTERNATIONAL ISOTOPES: Third Quarter Net Loss Widens to $123K
--------------------------------------------------------------
International Isotopes Inc. (OTC Pink Sheets: INIS) announces
financial results for the third quarter and nine months ended
September 30, 2003.

The Company reported revenue for the three and nine-month periods
ended September 30, 2003 of $552,020 and $1,696,703 respectively,
as compared to $396,819 and $1,547,215 for the same periods in
2002, an increase of $155,201 or 39% and $149,488 or 9%
respectively.  The increase in sales was largely attributable to a
special manufacturing contract sale.  Gross profit for the three
and nine-month periods ended September 30, 2003 were $231,259 and
$734,291 respectively, as compared to $214,740 and $792,896 for
the same periods in 2002.

The Company reported a net loss applicable to common shareholders
for the three and nine-month periods ended September 30, 2003 of
$123,264 and $456,842 respectively, as compared to losses of
$108,297 and $198,191 for the comparable periods of 2002.  The net
loss for the nine-month period 2002 would have been $698,191
except for a one time removal of a $500,000 contingent liability
the Company had in connection with the sale of the Linac facility
in Denton, Texas.  During the second quarter of 2002 the Company
was released from that contingent liability and recognized the
transaction in "other income".

Net earnings (loss) per common share for the three and nine month
periods ended September 30, 2003 were $0.00 and $0.00
respectively, as compared to $0.00 and $0.00 for the same periods
of 2002.  The reason there is no change in this figure is related
to rounding.  Both the 2002 income and 2003 loss are relatively
small in comparison to the number of outstanding shares of Company
stock.

Operating expenses were $320,573 and $1,110,888 respectively for
the three and nine-month periods ended September 30, 2003 compared
to $303,643 and $1,099,550 for the same periods of 2002, an
increase of $16,930 and $11,338 respectively attributable to
expense for development of new product sales and preparations to
launch additional products in 2004.  Interest expense for the
three and nine-month period ended September 30, 2003 was $32,512
and $114,712 as compared to $48,590 and $137,201 for the
comparable periods in 2002 a decrease of $16,078 and $22,489
respectively attributable to reductions in the Company's current
and long-term debt.

Commenting on the third quarter results, Steve Laflin, President
and CEO said, "We continue to be encouraged by increasing sales of
most Company products.  Gemstone processing, however, continues to
lag significantly below 2002 performance but the Company has
diversified our product line to minimize that impact.  The
increased operating expenses are attributable to the Company's
efforts to develop sales for our new product, lutetium-177, and
the Company's preparation to introduce several other new products
in 2004.  Sales of these new products are expected to
significantly improve the Company's financial performance next
year."

International Isotopes Inc. manufactures a wide range of nuclear
medicine calibration and reference standards, processes and
distributes radioisotopes for medical, industrial, and research
applications; and processes irradiated gemstones.

International Isotopes Inc. -- whose June 30, 2003 balance sheet
shows a total shareholders' equity deficit of about $350,000 --
current operations include production or processing of reactor
isotopes for various medical or industrial applications; contract
manufacturing of a full range of nuclear medicine calibration and
reference standards; and processing gemstone which has undergone
irradiation for color enhancement.


INTERNET CAPITAL: Sept. 30 Net Capital Deficit Narrows to $47MM
---------------------------------------------------------------
Internet Capital Group, Inc. (Nasdaq: ICGE) reported its results
for the third quarter ended September 30, 2003.

"We are pleased to report the meaningful progress we've made
recently in driving partner company progress and strengthening our
balance sheet," said Walter Buckley, ICG's chairman and CEO.
"Since the second quarter we were able to retire $73 million of
our convertible debt, which also increased our stockholders'
equity."

Internet Capital Group's September 30, 2003 balance sheet shows a
total shareholders' equity deficit of about $47 million.

                 Retirement of Convertible Notes

Since July 1, 2003, in a number of transactions, the Company
exchanged, or entered into agreements to exchange, $73.3 million
of its 5.5% convertible notes in exchange for 96.3 million shares
of common stock.  The exchanges reduce the outstanding balance of
the Company's notes, due December 2004, to $197.8 million as of
November 5, 2003.

Under Statement of Financial Accounting Standards No. 84, "Induced
Conversions of Convertible Debt," the Company is required to
record a non-cash accounting expense equal to the fair value of
shares issued in excess of the fair value of shares issuable
pursuant to the original conversion terms. Such expense amounted
to $30.4 million during the three months ended September 30,
2003, which is offset by an increase to stockholders' equity.

                    ICG Financial Results

The Company reported a net loss for the quarter of $35.7 million,
or $0.12 per share, versus net income of $12.8 million, or $0.05
per share, for the corresponding 2002 period.  The 2003 period was
negatively impacted by the $30.4 million non-cash accounting
charge associated with the aforementioned debt for equity
exchanges offset by $8.8 million in restructuring reserve
reversals and other gains.  The 2002 period was positively
impacted by $48.2 million in gains associated with the cash
repurchase of convertible notes offset by $6.0 million in
impairment and other charges.  ICG reported consolidated GAAP
revenue of $22.2 million for the quarter, versus $27.3 million for
the comparable 2002 period. The decrease is due to lower software
and services revenue, the deconsolidation of two partner companies
and the disposition of a product line by a third partner company.

For the nine-month period ended September 30, 2003, ICG reported a
net loss of $79.5 million, or $0.29 per share versus a net loss of
$62.0 million, or $0.22 per share for the corresponding 2002
period.  ICG reported consolidated GAAP revenue of $71.2 million
for the nine months ended September 30, 2003 versus $77.7 million
for the corresponding 2002 period.

                   Private Core Company Results

In an effort to illustrate macro trends within its private Core
companies, ICG provides an aggregation of revenue and net loss
figures reflecting 100% of the revenue and Aggregate EBITDA for
these companies.  The Company has consistently defined Aggregate
EBITDA for these purposes as earnings/(losses) before interest,
tax, depreciation and amortization and excluding stock-based
compensation, restructuring charges and impairments. ICG does not
own its Core companies in their entirety and, therefore, this
information should be considered in this context.  Aggregate
revenue and Aggregate EBITDA, in this context, represent certain
of the financial measures used by the Company's management to
evaluate the performance for Core companies.  The Company's
management believes these non-GAAP financial measures provide
useful information to investors, potential investors, securities
analysts and others so each group can evaluate private Core
companies' current and future prospects in a similar manner as the
Company's management.

For the first time in the Company's history, ICG's private Core
companies achieved positive Aggregate EBITDA, reporting a total of
$2.8 million for the quarter as compared with a negative $3.3
million Aggregate EBITDA loss in the second quarter of 2003 and a
negative $6.4 million Aggregate EBITDA loss in the third quarter
of 2002.

Aggregate revenue for ICG's private Core companies was $96 million
for the quarter, or a 4% increase over aggregate revenue of $92
million during the second quarter of 2003, and a 6% increase over
the third quarter of 2002 revenue of $90 million.

For the quarter, ICG's private Core companies also reported an
aggregate $15 million net loss as compared with a $14 million net
loss in the second quarter of 2003 and a $17 million net loss in
the third quarter of 2002.

"This quarter, the private Core group reported revenue growth and
record Aggregate EBITDA, achieving the milestone of positive
Aggregate EBITDA, and demonstrating progress against our primary
goal of driving growth and profitability at our Core companies.
We expect to see continued progress at our partner companies in
the fourth quarter," added Buckley.

                        Capital Allocation

As of September 30, 2003, cash on an ICG corporate basis totaled
$56 million compared with $65 million at the end of the second
quarter of this year.  Partner company fundings in the third
quarter were $3 million, versus $10 million for the prior period.
As of November 5, 2003, ICG's cash totaled $55 million on a
corporate basis.

Internet Capital Group, Inc. -- http://www.internetcapital.com--
is an information technology company actively engaged in
delivering software solutions and services designed to enhance
business operations by increasing efficiency, reducing costs and
improving sales results. ICG operates through a network of partner
companies that deliver these solutions to customers. To help drive
partner company progress, ICG provides operational assistance,
capital support, industry expertise, access to operational best
practices, and a strategic network of business relationships.
Internet Capital


INTERPLAY ENTERTAINMENT: Annual Meeting to Convene on Dec. 18
-------------------------------------------------------------
The Annual Meeting of Stockholders of Interplay Entertainment
Corporation will be held at 12:00 P.M. Pacific Time on Thursday,
December 18, 2003.  The meeting will take place at Interplay
Entertainment Corporation, 16815 Von Karman Avenue, Irvine,
California 92606.

Items of business will be:

   (1)      To elect seven members of the Board of Directors to
            serve until the next annual stockholder meeting.

   (2)      To amend the Company's Amended and Restated
            Certificate of Incorporation to  increase the number
            of authorized shares of Company common stock, par
            value $0.001 per share, by 50,000,000 shares for a
            total authorized amount of 150,000,000 shares of
            common stock.

   (3)      To transact such other business as may properly come
            before the Annual Meeting and any adjournment or
            postponement.

Stockholders my vote if, at the close of business on November 5,
2003, they were a stockholder of the Company.

Interplay Entertainment Corp. -- whose June 30, 2003 balance sheet
shows a total shareholders' equity deficit of about $14 million --
is a worldwide developer and publisher of interactive
entertainment software for both core gamers and the mass market.
Founded in 1983, Interplay offers a broad range of products in the
action/arcade, adventure/role-playing game and strategy/puzzle
categories across multiple platforms, including Sony PlayStation
2, Microsoft Xbox, Nintendo GameCube and PCs.  Interplay's common
stock is publicly traded under the symbol IPLY:OB.  For more
information about Interplay visit its Web site
http://www.interplay.com


J.L. FRENCH: S&P Cuts Ratings over Lower-Than-Expected Revenues
---------------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
rating on Sheboygan, Wisconsin-based J.L. French Automotive
Castings Inc. to 'B-' from 'B' and placed the rating and other
ratings on CreditWatch with negative implications, following
lower-than-expected revenue and EBITDA and negative free cash flow
during the third quarter of 2003.

The company had total debt (including present value of operating
leases) of $628 million as of Sept. 30, 2003.

Weaker-than-expected performance in the September 2003 quarter
will result in tight covenant compliance during the fourth
quarter.

"Challenging market conditions are expected to continue in the
near term and may prevent the company from reducing debt
leverage," said Standard & Poor's credit analyst Heather Henyon.

Production at Ford Motor Co., one of J.L. French's two largest
customers, has declined 17% year-to-date in 2003, affecting
financial performance.

In addition, weaker earnings in the third quarter have resulted in
limited liquidity. Revolving credit facility availability and cash
on hand fell to $23 million on Sept. 30, 2003, from $34 million on
June 30, 2003, and could decline further after a significant near-
term interest payment.

Standard & Poor's will meet with management to discuss the
company's business plan and liquidity constraints in the near
term.

"Ratings may be lowered if it appears that leverage will remain
tight and liquidity will continue to be constrained," Ms Henyon
said.

J.L. French is a vertically integrated, value-added manufacturer
of aluminum die-cast automotive parts. The company's products
include oil pans, rocker arm covers, timing chain covers,
transmission cases and several other aluminum automotive products.


LB-UBS COMM'L: Prelim. Ratings Assigned to Ser. 2003-C8 Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to LB-UBS Commercial Mortgage Trust 2003-C8's $1.39
billion commercial mortgage pass-through certificates series 2003-
C8.

The preliminary ratings are based on information as of
Nov. 6, 2003. Subsequent information may result in the assignment
of final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
fiscal agent, the economics of the underlying mortgage loans, and
the geographic and property-type diversity of the loans. Standard
& Poor's analysis determined that, on a weighted average basis,
the pool has a debt service coverage of 1.67x, a beginning loan-
to-value of 82.5%, and an ending LTV of 71.9%.

                PRELIMINARY RATINGS ASSIGNED
           LB-UBS Commercial Mortgage Trust 2003-C8
   Commercial mortgage pass-thru certificates series 2003-C8

     Class                     Rating               Amount ($)
     -----                     ------               ----------
     A-1                       AAA                 207,000,000
     A-2                       AAA                 281,000,000
     A-3                       AAA                 140,000,000
     A-4                       AAA                 560,353,000
     B                         AA+                  14,811,000
     C                         AA                   14,811,000
     D                         AA-                  17,424,000
     E                         A+                   22,652,000
     F                         A                    13,940,000
     G                         A-                   20,909,000
     H                         BBB+                 17,425,000
     J                         BBB                  13,940,000
     K                         BBB-                 20,909,000
     L                         BB+                   6,970,000
     M                         BB                    6,970,000
     N                         BB-                   5,227,000
     P                         B+                    6,970,000
     Q                         B                     3,485,000
     S                         B-                    3,485,000
     T                         N.R.                 15,682,280
     X-CL*                     AAA              1,393,963,280
     X-CP*                     AAA              1,202,841,000

          * Interest-only class.
           Notional amount.


LNR PROPERTY: Newhall Land Unitholders OK Lennar/LNR Transaction
----------------------------------------------------------------
The Newhall Land and Farming Company (NYSE:NHL) (PCX:NHL)
announced that its unitholders approved the principal terms of the
merger of NWHL Acquisition, L.P. with and into The Newhall Land
and Farming Company pursuant to the Agreement and Plan of Merger,
dated as of July 21, 2003, by and among The Newhall Land and
Farming Company, Lennar Corporation, LNR Property Corporation,
NWHL Investment LLC and NWHL Acquisition, L.P.

Approximately 76% of the Company's outstanding limited partnership
interests were voted in favor of the merger, representing
approximately 99% of those voting.

Gary M. Cusumano, president and chief executive officer, said, "We
are pleased with the overwhelming approval by our unitholders as
it brings us one step closer to completing this significant
transaction. Joining forces with Lennar and LNR will be another
important milestone in the long and proud history of the Company.
We look forward to continuing our stewardship of the land and
carrying out the vision for Valencia and Newhall Ranch as we
continue to create great places to live, work and raise families."

The transaction remains subject to the approval by the California
Public Utilities Commission of the change of control of the
Company's wholly owned subsidiary, Valencia Water Company, as well
as customary closing conditions. Subsequent scheduling and action
is subject to the Administrative Law Judge's and CPUC's
discretion. The Company had previously stated it expected the
closing to take place by mid-2004. However, based on the progress
to date, it now appears that it may take place substantially
earlier than originally anticipated.

Newhall Land is a premier community planner in north Los Angeles
County. Its primary activities are planning communities in
Valencia, California, and on Newhall Ranch, which together form
one of the nation's most valuable landholdings. They are located
on the Company's 34,000 acres, 30 miles north of downtown Los
Angeles.

As previously reported, Standard & Poor's Ratings Services
assigned its 'B+' senior subordinated debt rating to Miami Beach,
Florida-based LNR Property Corp.'s proposed issuance of $350
million, 10-year senior subordinated notes to be issued pursuant
to Rule 144A under the Securities Act of 1933, as amended.

The ratings on LNR, including the company's 'BB' long-term
counterparty credit rating, have been affirmed. The outlook
remains stable.


LOUDEYE CORP: GAAP Q3 Net Loss Remains Flat in $2MM Vicinity
------------------------------------------------------------
Loudeye Corp. (Nasdaq: LOUD), a leader in managing, promoting and
distributing digital media, announced financial results for the
quarter ended September 30, 2003.

              Third Quarter 2003 Financial Results

    -- Net Loss.  GAAP net loss of $2.3 million or $0.05 per
       share, and pro forma net loss of $1.2 million or $0.02 per
       share.  Pro forma net loss improved from the second quarter
       2003 pro forma net loss of $1.6 million or $0.03 per share,
       and pro forma net loss of $3.9 million or $0.10 per share
       in the prior year quarter.

    -- Revenues.  Revenues of $2.8 million.

    -- Gross Margins.  Gross margins as a percentage of revenue
       increased to 46%, up from 42% in the second quarter 2003
       and up from 3% in the prior year quarter.  Digital media
       services gross margins as a percentage of digital media
       services revenue reached 52%.  This is the company's best
       performance as a public company.

    -- Operating Expenses.  Operating expenses of $3.4 million,
       flat compared to the second quarter of 2003 and an
       improvement of 32% compared to the year earlier quarter.
       The $3.4 million of third quarter 2003 operating expenses
       reflects a $566,000 increase over second quarter levels in
       non-cash stock-based compensation expenses, due primarily
       to an increase in price per share of Loudeye's common
       stock.

    -- Cash and Investments.  Cash, short-term and restricted cash
       and investments increased to $20.5 million as of
       September 30, 2003, up from $10.4 million as of June 30,
       2003.

Loudeye's third quarter 2003 revenues were $2.8 million, compared
to $2.9 million reported in the second quarter 2003 and $3.6
million in the prior year quarter.  The year-over-year decrease
primarily reflects weaknesses in the company's Media Restoration
segment.  Media Restoration revenues were $0.4 million, a decrease
of 64% over the prior year quarter.  Loudeye announced its plan to
exit its investment in the Media Restoration business.

The company's gross margins grew as a percentage of revenue to 46%
in the third quarter 2003, compared to 42% in the second quarter
2003 and 3% in the prior year quarter.  In addition, the company's
core digital media services segment, comprising its music samples,
digital fulfillment and webcasting services, recorded 52% gross
margins as a percentage of revenue in the third quarter 2003,
compared to 50% in the second quarter 2003 and negative (17)% in
the prior year quarter.

The company reported a net loss in accordance with generally
accepted accounting principles (GAAP) of $2.3 million or $0.05 per
share in the third quarter of 2003, compared to a GAAP net loss of
$2.1 million or $0.04 per share in the second quarter 2003 and a
GAAP net loss of $4.1 million or $0.10 per share in the year-
earlier quarter.  The company's GAAP loss reflected a $0.01
increase primarily as a result of a $566,000 increase in stock-
based compensation expense resulting from an increase in the
company's stock price as well as a $222,000 non-cash charge
related to common stock warrants issued in connection with the
company's equity financing completed in the quarter.

Pro forma net loss was $1.2 million or $0.02 per share in the
third quarter 2003, compared to pro forma net losses of $1.6
million or $0.03 per share in the second quarter 2003 and $3.9
million or $0.10 per share in the year-earlier quarter.  Pro forma
net loss excludes charges related to the amortization of
intangibles, stock-based compensation, special charges, and in the
quarter ended September 30, 2003, a charge for the increase in
fair value of common stock warrants related to a common stock
offering completed during the quarter.

The company reported $20.5 million in cash, short-term investments
and restricted cash and investments as of September 30, 2003.  The
third quarter 2003 change primarily reflects net proceeds of $11.5
million received from the equity financing completed in the third
quarter, continued improvements in cash management and reduced
expenditures.

"During this quarter we set the foundation for our growth
strategy, by making strides in improving our margins, reducing
cash operating expenses, increasing our cash resources and further
focusing on our core digital media services business.  We continue
to push toward profitability and made important progress in the
third quarter," said Jeff Cavins, Loudeye's president and chief
executive officer.  "Now that we have developed this foundation,
revenue growth is a critical focus of the management team, and we
continue to work to show progress there as well."

Loudeye provides the business infrastructure and services for
managing, promoting and distributing digital content for the
entertainment and corporate markets.  For more information, visit
http://www.loudeye.com

As reported in Troubled Company Reporter's April 16, 2003 edition,
the company's independent auditors issued in connection with the
company's audited financial statements for the year ended
December 31, 2002 contains a statement expressing substantial
doubt regarding the company's ability to continue as a going
concern. While the company took a number of steps in 2002 to
reduce its operating expenditures and conserve cash, the company
has suffered recurring losses and negative cash flows, and has an
accumulated deficit. The company is currently pursuing efforts to
increase revenue, reduce expenses and conserve cash in the near
future, however can provide no assurances that these efforts will
be successful.


LOUDEYE CORP: Vidipax Unit Inks Definitive Pact to Sell Assets
--------------------------------------------------------------
Loudeye Corp. (Nasdaq: LOUD), a leader in managing, promoting and
distributing digital media, announced that its wholly-owned
subsidiary, Vidipax, Inc., has signed an asset purchase agreement
pursuant to which Vidipax will sell substantially all of the
assets and certain liabilities of its media restoration services
business to a company controlled by the current general manager OF
Vidipax.

Subject to the satisfaction of certain conditions, the purchase
price will consist of $1.2 million in cash and the right to
receive up to an additional $500,000 in cash based upon the
purchaser achieving certain performance targets over a period of
two years from the closing date.  Loudeye and the purchaser will
also enter into a co-marketing and reseller agreement pursuant to
which Loudeye may resell media restoration services on behalf of
the purchaser for a two-year period.

"Loudeye is exiting its investment in the Media Restoration
business to better focus its resources on strategic, core
businesses where the company can drive growth and further improve
margins and profitability," said Jeff Cavins, Loudeye's president
and chief executive officer. "We look forward to retaining a
reseller relationship with the new company so we can continue to
provide those services to our Digital Media Services customer
base. We believe that the transaction creates the most value for
our shareholders."

Loudeye provides the business infrastructure and services for
managing, promoting and distributing digital media for the
entertainment and corporate markets.  For more information, visit
http://www.loudeye.com


LTV CORP: Administrative Committee Proposes Settlement Protocol
---------------------------------------------------------------
Michael A. VanNiel, Esq., at BAKER & HOSTETLER LLP in Cleveland,
admits that the Official Committee of Administrative Claimants has
not sought leave to intervene in any Avoidance Action now pending
in the chapter 11 cases of LTV Corporation and its debtor-
affiliates; nonetheless, the Committee asks Judge Bodoh to
authorize settlement procedures whereby the Administrative
Committee has authority to present Proposals that are binding upon
the Debtors, and which will compromise and settle currently
pending avoidance actions in which LTV Steel is the plaintiff.
Nothing in this Motion or the Proposal is intended to affect any
Avoidance Action in which VP Buildings, Inc. is the plaintiff.
Similarly, nothing in this Motion shall affect the validity or
enforceability of any settlements already reached in any LTV Steel
Avoidance Action.

In December 2002, LTV Steel commenced approximately 550 LTV Steel
Avoidance Actions.  Some of these actions have been settled and
dismissed, but approximately 450 are still pending.
On June 3, 2003, the Administrative Committee filed a Motion of
the Committee of Administrative Claimants for an Order Staying the
Prosecution of All LTV Steel Avoidance Actions. To supplement the
relief sought in the Stay Motion, on June 17, 2003, the
Administrative Committee filed an Emergency Motion for an Order
Modifying the Order Establishing Case Management Procedures for
Preference Litigation, as of June 3, 2003. Judge Bodoh takes up
and grants the Committee's Motion for an order staying the
Avoidance Actions pending these settlement possibilities.

The Administrative Committee, in consultation with LTV Steel and
its advisors, has formulated procedures for settlement proposals
which the Administrative Committee believes will resolve
substantially all of the LTV Steel Avoidance Actions, and provide
the LTV Steel estate and Avoidance Action Defendants with an
equitable result while avoiding the substantial costs and expenses
of litigating the LTV Steel Avoidance Actions.  Those litigation
costs and expenses would otherwise be borne by the
administratively insolvent LTV Steel bankruptcy estate.  The
Committee has been informed that Debtors previously sent
settlement offers to each defendant seeking repayment of the
amounts stated in the preference complaints, net of new value
reflected in Debtors' books and records, but without giving credit
for other defenses. The Committee's Proposal differs materially
from the settlement offers made in those letters.

The Committee does not seek to bind any of the LTV Steel Avoidance
Action Defendants to the Proposal's terms. Each defendant is free
to evaluate the Proposal, and then either accept or proceed with
litigation. Because the Administrative Committee is not a party to
the LTV Steel Avoidance Actions, the Administrative Committee
requests Court authority to:

       (i) present the Proposal to the defendants and to give
           those defendants the opportunity to avoid litigation;
           and

      (ii) to bind LTV Steel to accept the compromise if a
           defendant accepts the Proposal.

The Debtors have not yet reviewed this Motion but have indicated
that, based on their discussions with the Administrative Claimants
Committee and subject to further review, the Debtors are said to
believe they will support the Administrative Committee's Proposal.

If the Court grants this Motion, the Administrative Committee will
take the responsibility to provide each LTV Steel Avoidance Action
Defendant with notice of any Order entered by the Court regarding
the relief requested by this Motion.  The Administrative Committee
files, and Judge Bodoh grants, a Motion for an Order authorizing
the Administrative Committee to file under seal for an in camera
review certain evidence that presented to the Court in support of
this Motion.

The Administrative Committee is intent upon pursuing all
opportunities to wind down the LTV Steel bankruptcy case as
economically as possible while achieving the best available result
for administrative creditors. One of the core principles
underlying the Bankruptcy Code is the policy that distributions to
creditors should be maximized.

To further these goals, the Administrative Committee has worked
diligently with the Debtors, their advisors and other parties-in-
interest to resolve various disputes in the LTV Steel case with a
view toward making distributions to creditors as soon as possible.
Many of the largest and most complex claims disputes, including
disputes regarding intercompany and environmental claims, have
been resolved or settlement is pending.

The Administrative Committee's Proposal continues these efforts.
The Proposal is based upon the Committee's review of the estimated
maximum recovery which could be obtained from each of the LTV
Steel Avoidance Actions. The Committee has also estimated the
costs to be incurred by the defendants, and by the LTV Steel
estate, in litigating those actions.

Therefore, the Administrative Committee believes that the Proposal
will be well-received, and may resolve substantially all of the
LTV Steel Avoidance Actions, while avoiding the costs of serving
Complaints and litigating the actions. Those costs will otherwise
be borne by administrative creditors. Therefore, the
Administrative Committee's Proposal furthers the goal of
maximizing the return to administrative creditors. Similarly, if
the defendants accept the Proposal, they will avoid both the costs
of defending the actions and the risk of an adverse result.

This Court has the discretion to issue Orders that are necessary
or appropriate to carry out the provisions of the Bankruptcy Code.
11 Nothing in this Motion contravenes any provision of the
Bankruptcy Code. The Administrative Committee's Proposal provides
the LTV Steel estate and the LTV Steel Avoidance Action Defendants
with an equitable result while saving costs and sparing the
parties from what is likely to be very contentious, costly and
time-consuming litigation.

                       The Settlement Proposal

The Administrative Committee's Proposal is undertaken in an effort
to obtain compromises of the greatest possible number of Avoidance
Actions before any further action is taken in the pending cases.
This will avoid the need to burden the Bankruptcy Court Clerk's
office, and scores of litigators, with the litigation process. To
accomplish this goal, the Committee will make its settlement
Proposal immediately upon receipt of Court approval of this
Motion. For the majority of defendants, the Proposal will be
accompanied by a simple Settlement Agreement.  Avoidance Action
Defendants who agree to the proposed compromise can effectuate
that compromise by doing nothing more than executing the proposed
Settlement Agreement and returning that, together with a check in
the appropriate amount, to the Debtors.

                Deadline for Compromise: December 12

To assure that there is no further prejudice, or delay, in
proceeding with Avoidance Actions which cannot be compromised, the
Committee proposes that the Compromise Period conclude on
December 12, 2003. If Settlement Agreements accompanied by the
settlement amount are not received by December 12, 2003, the
Debtors will proceed to request that the Court issue summonses in
respect of those matters which did not settle, and those matters
will proceed to trial.

These procedures are not intended to force parties to waive any
rights they may otherwise have. Any defendant who believes the
Proposal it receives to be inadequate is free to proceed with the
defense of the Avoidance Action. However, the Committee's Proposal
is premised upon the belief that the amounts sought in compromise
will likely be less than the amounts the defendants would pay in
litigation costs and expenses.

The defendants in the LTV Steel preference adversary proceedings
have been divided into two main groups: the non-administrative
creditors who are preference defendants, and the administrative
creditors who are preference defendants. All settlement proposals
will be confidential and will be without prejudice to any of LTV
Steel's rights. Any discussion about the settlement proposals will
not be admissible under Federal Rule of Evidence 408.

A. Non-Administrative Defendants

The Administrative Committee has reviewed information supplied by
the Debtor regarding the preference lawsuits. The Administrative
Committee believes that the cases against the non-administrative
defendants can be divided into three groups.

       (1) Large Amounts in Suit.  A small number of cases with
           substantial amounts in dispute appear to require
           individual negotiation and assessment, and are
           classified in "Group A."

       (2) Unlikely Recovery.  There are cases which do not
           appear to provide any likelihood for recovery for the
           LTV Steel bankruptcy estate. These are placed in "Group
           E."

       (3) Others. The other actions fall somewhere in between
           and have been placed in "Groups B, C and D". These
           actions provide a remarkably similar likelihood of
           recovery.

The Administrative Committee proposes the following treatment for
each
group:

                          Group A

A relatively small number of cases fall within Group A. Because
these cases have a high net recovery (meaning recovery after
discounting for possible defenses), the Administrative Committee
proposes that these cases be separately negotiated to achieve the
most appropriate results for the estate and the defendants. The
Administrative Committee will facilitate these efforts, which must
be concluded by December 12, 2003.

If compromise is reached, the settlement funds shall be deposited
in an escrow account, pending approval of any settlement by the
Court. The Administrative Committee, and the Debtors, agree on a
range of potential recoveries which would be reasonable for each
of the separate actions in Group A.  This range of possible
recoveries is set forth in a detailed analysis, which is filed
under seal with the Bankruptcy Court in support of this Motion.
The Administrative Committee proposes that any matter in Group A
that is compromised at or above the minimum amount set forth for
that matter on the Committee Analysis be a compromise which the
Debtors are bound to accept, assuming the Court approves this
Motion. Since the Committee believes that the Debtors agree that
such a compromise would be reasonable, the Committee believes the
Debtors will support this portion of this Proposal.

                      Groups B, C and D

With respect to these combined groups, the Administrative
Committee proposes that these cases should be settled for a small
percentage of the Net Preference Demand Amount as described in the
Committee Analysis. This percentage is set forth under seal in the
Committee Analysis. The "Net Preference Demand Amount" means the
gross amount sued for in the Complaint, less the "new-value
defense" amount estimated to be appropriate based upon a review of
Debtor's books and records.

The Committee proposes that each defendant in Groups B, C and D
will be served with a confidential written settlement offer and a
Settlement Agreement. The settlement offer is a fraction of
proposals previously made by the Debtor to these defendants. That
fraction, however, appears to reflect an amount well within the
reasonable recovery which could be obtained for each avoidance
action based upon the analysis of all defenses available to the
defendants. Most importantly, the Committee believes that the
proposal allows defendants to settle for an amount which should be
reasonable in light of the likely defense costs if litigation
proceeds.

                       Take It or Leave It!

The Committee does not intend to negotiate this proposal any
further. The Committee believes the settlement proposal will be
considered acceptable to most defendants.

The Committee does not intend to increase the administrative costs
to the estate by renegotiating the proposal for each of hundreds
of cases. The Proposal is intended to have defendants, and the
estate of LTV Steel, avoid litigation costs and expenses. If a
defendant does not agree with the proposal, it is free to proceed
with litigation. There will be no negotiations undertaken by the
Committee for any defendant whose cause of action falls within
Groups B, C, or D.

                            Acceptance

If the defendant accepts the offer, the defendant must:

       (1) sign the Settlement Agreement, and

       (2) send a check to a settlement administrator, made
           payable to LTV Steel Company, Inc.

For this combined group, the Administrative Committee proposes
that the Court waive the requirement that a Rule 9019 Motion to
Compromise be filed with the Court.  Eliminating the Rule 9019
requirement will avoid an extra layer of attorneys' fees and
costs.  Instead, the Administrative Committee proposes that it
will file a report by December 19, 2003, disclosing the number of
cases settled, and the aggregate amount of money recovered through
settlement.

Any cases which are not settled by December 12, 2003, will proceed
along the normal litigation path, and summonses will be
immediately issued and served on those defendants.

                             Group E

The Administrative Committee proposes that these cases be
dismissed, each party bearing its own fees and costs. The
Administrative Committee and the Debtor, after reviewing defenses
available to these defendants, believe that these cases do not
have a likely recovery. A relatively small number of cases will be
dismissed if the Court approves this Motion, and the estate and
defendants would avoid the expenses associated with continuing the
litigation.

B. Administrative Defendants

The Administrative Committee's Proposal similarly classifies the
preference lawsuits against the defendants that also had unpaid
administrative claims into three groups.

       (1) Large Amounts in Suit.  Group 1 includes a small
           number of cases where the monetary recovery may be
           significant, but the administrative claim of the
           defendant is small.

       (2) Unlikely Recovery.  There are cases which do not
           appear to provide any likelihood for recovery for the
           LTV Steel bankruptcy estate. These are placed in "Group
           3."

       (3) Others. The other actions fall somewhere in between
           and have been placed in "Group 2". These
           actions provide a remarkably similar likelihood of
           recovery.

The Administrative Committee proposes the following treatment for
each group:

The Proposal for administrative claimant defendants differs from
that made to defendants who are prepetition unsecured creditors in
two significant respects.

First, because the amounts sought from administrative claimant
defendants is qualitatively less than that sought against
prepetition defendants, and because administrative claimants have
suffered not one but two losses by virtue of having done business
with the Debtor, the Proposal seeks a smaller amount of percentage
recovery from these defendants.

Second, the Proposal contemplates that administrative claimants
may offset the amount of their anticipated contribution on account
of administrative claims against their agreed preference
liability. This will only apply to defendants who settle the
matter. Administrative claimant defendants who determine that they
wish to litigate may be able to preserve offset rights on a case-
by-case basis.

Treatment of litigated preference matters will not be a part of
the Administrative Committee's Proposal, since the responsibility
for proceeding with avoidance action prosecution belongs to the
Debtor.

The Administrative Committee proposes these terms for
administrative claimant Defendants:

                               Group 1

Group 1 is made up of cases that have a high net monetary recovery
(meaning recovery after discounting for applicable defenses and
offsetting any allowed administrative dividend). The
Administrative Committee proposes that these cases be separately
negotiated to achieve the most appropriate results for the estate
and the defendants. The Administrative Committee will facilitate
these efforts, which must be concluded by December 12, 2003. If
compromise is reached, the settlement funds shall be deposited in
an escrow account, pending approval by the Court.

The Administrative Committee, and the Debtors, agree on a range of
potential recoveries which would be reasonable for each separate
action in Group 1. The range of recovery is set forth in the
Committee Analysis filed under seal. The Committee proposes that
any matter in Group 1 that is compromised at or above the minimum
amount set forth for that matter in the Committee Analysis be a
compromise that the Debtors are bound to accept.

                         Group 2

The Administrative Committee proposes that these cases be settled
for a small percentage of the Net Preference Demand Amount, as
described in the Committee Analysis filed under seal. In addition,
if an administrative claimant defendant accepts the Committee
Proposal, that defendant will be allowed to setoff the settled
preference liability against the pro rata distribution to be paid
by the LTV Steel bankruptcy estate on account of its
administrative claim. Based upon the Administrative Committee's
review of information provided by Debtors and their advisors,
administrative creditors are conservatively expected to receive 40
cents on the dollar (or stated differently, 40% of their allowed
administrative claim).

                Setoff of Administrative Claim

Therefore, the formula for these settlements is:

   £ Net Preference Demand x Settlement % = Settlement Amount

   £ Allowed Administrative Claim x 40% = Dividend.

   £ Dividend minus Settlement Amount = Total amount due to
     administrative claimant by LTV Steel bankruptcy estate.

If the Settlement Amount exceeds the pro rata distribution, the
administrative creditor defendant will be required to pay the
difference to the LTV bankruptcy estate.  Defendants whose
Settlement Amounts exceed the amount of their pro rata
distribution will receive a Settlement Agreement.

The Committee believes the Settlement Amount will exceed the pro
rata distribution in only 2 cases, with a small monetary result.

The Administrative Committee proposes that each defendant whose
pro rata distribution will exceed the Settlement Amount for that
defendant will be served with a confidential written settlement
offer and a Settlement Agreement.

The settlement offer is a fraction of previous offers made to
these defendants, but is within the range of reasonable recovery
which the estate believes could be obtained were litigation
pursued. In addition, these defendants will not have to pay
further funds, but rather will accept a small reduction in their
administrative claim distribution.

                        No Negotiation

The Committee does not intend to expend estate funds renegotiating
its offer. If any defendant wishes instead to litigate its
preference liability, it is free to do so.

                         Acceptance

If the defendant accepts the offer, the defendant must sign the
Settlement Agreement, and either:

       (a) send a check (assuming money is recovered after
           discounting for applicable defenses and the offset)
           to the settlement administrator, made payable to LTV
           Steel Company, Inc., or

       (b) stipulate to the now reduced allowed amount of the
           administrative claim.

For Group 2, the Administrative Committee proposes that the Court
waive the requirement that a Rule 9019 motion to compromise be
filed with the Court. Eliminating the Rule 9019 requirement will
avoid an extra layer of fees and costs. Instead, the
Administrative Committee proposes that it will file a report by
December 19, 2003, disclosing the number of cases settled, the
aggregate amount of money recovered through settlement, and the
aggregate amount of the reduction of the administrative claims.

Any cases that are not settled by December 12, 2003, will proceed
along the normal litigation path, and summons will be immediately
issued and served on those defendants.

                             Group 3

The Administrative Committee proposes that these cases be
dismissed, each party bearing its own fees and costs. The
Administrative Committee, and the Debtor, after reviewing defenses
available to these defendants, believe that these cases do not
have a likely recovery. The Administrative Committee believes that
these cases should be dismissed to save the estate and the
defendants the expenses of litigating these cases.

                         Why Do This?

The Proposal permits administrative claimants who are also
defendants in the LTV Steel Avoidance Actions to setoff the
dividends those claimants are to receive on their administrative
claims against the settlement Proposal amount. Courts have
permitted creditors who received avoidable preferential transfers
to setoff the amount of the dividends they will receive on their
claims against their preference liability.

Because the LTV Steel estate is administratively insolvent, only
administrative creditors will likely receive distributions. Based
upon the Administrative Committee's review of information provided
by the Debtors, and assuming the Intercompany Settlement scheduled
for hearing on September 30 is approved, administrative claimants
will conservatively receive 40 cents on the dollar on their
allowed post-Petition administrative claim. The Committee intends
to see a substantial portion of that percentage, if not more,
distributed before December 31, 2003.

Although the Administrative Committee seeks Court approval of the
Proposal at this time, the setoff will not be implemented until:

       (i) it is known whether the administrative claimant is
           entitled to receive a dividend;

      (ii) the amount of that dividend can be quickly and easily
           determined; and

     (iii) that dividend is soon to be paid.

The Committee believes substantial distributions will occur before
year-end. Therefore, the Proposal satisfies the requirements
necessary for use of this approach.

The Administrative Committee believes that this simple setoff
provides administrative claimants with an appropriate incentive to
accept the Proposal. Most, if not all, administrative claimants
are also pre-Petition unsecured creditors who will likely receive
no distribution on their pre-Petition unsecured claims. Since
post-Petition claims will only be paid on a pro rata basis, these
administrative claimants have been harmed twice by bankruptcy
process. Permitting them to offset a percentage of their
preference liability against the dividend they will receive on
their post-Petition claims prevents them from being harmed
yet a third time and avoids the incurring of additional costs and
attorneys' fees.

The Administrative Committee believes that its Proposal will
provide an equitable and beneficial result to the distressed LTV
Steel estate. The Proposal is in the best interest of its
creditors and other parties-in-interest. LTV Steel's probability
of success in prosecuting the LTV Steel Avoidance Actions cannot
be assured, and the issues presented in those actions are complex
and fact intensive. The costs to be incurred in prosecuting the
LTV Steel Avoidance Actions are potentially immense. Given the
exigencies of avoidance action litigation, the Administrative
Committee's Proposal certainly does not fall below the range of
reasonableness.

The Proposal makes a principled and well-reasoned distinction
between administrative and non-administrative claimants, based
upon the amount of harm suffered by each group, thus maximizing
the possibility that Defendants will accept the Proposal. The
Administrative Committee does not seek to bind any LTV Steel
Avoidance Action Defendant. Rather, the Administrative Committee
merely seeks to extend a settlement offer to each defendant with
the goal of concluding the preference litigation as quickly and as
economically as possible. (LTV Bankruptcy News, Issue No. 57;
Bankruptcy Creditors' Service, Inc., 609/392-00900)


LUBY'S INC: Will Host Fourth-Quarter Conference Call on Friday
--------------------------------------------------------------
Luby's Inc. (NYSE:LUB) will hold its conference call with
financial analysts to discuss fiscal year-end and fourth-quarter
2003 results on Friday, Nov. 14, at 1:30 p.m. (Central Time). The
Company will release results for the fiscal year ended Aug. 27,
2003, after the market closes on Nov. 13.

Interested investors are invited to listen to the call by dialing
800-758-6974; a pass code is not required. Please call 10 minutes
prior to the beginning of the call to ensure that you are
connected before the start of the presentation. A replay of the
call will be available two hours after the call's completion
through Nov. 21, 2003. The replay number is 800-642-1687;
Conference I.D. number 3837296.

Luby's provides its customers with delicious, home-style food,
value pricing and outstanding customer service at its restaurants
in Dallas, Houston, San Antonio, the Rio Grande Valley, and other
locations throughout Texas and other states. For more information
about Luby's, visit the Company's Web site at http://www.lubys.com

Luby's, Inc.'s May 7, 2003 balance sheet shows that its total
current liabilities exceeded its total current assets by about
$116 million.

As reported in Troubled Company Reporter's May 27, 2003 edition,
Luby's was notified by its subordinated note holders, Chris and
Harris Pappas, that as a result of the ongoing default under the
Company's senior indebtedness (bank debt), the Company's
subordinated debt held by the Pappases was also in default. The
bank debt default also triggered an automatic suspension of
interest payments on the subordinated debt.


MANITOWOC COMPANY: Completes 7-1/8% Senior Unsec. Debt Offering
---------------------------------------------------------------
The Manitowoc Company, Inc. (NYSE: MTW), has completed the public
offering of $150 million of 7-1/8% senior unsecured notes due
2013. Manitowoc's obligations under the notes are guaranteed by
certain of its U.S. subsidiaries.

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

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


MAX MECHANICAL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Max Mechanical Inc.
        711 5th Street SW
        New Brighton, Minnesota 55112

Bankruptcy Case No.: 03-37333

Type of Business: Installation, repair and maintenance of
                  commercial and residential plumbing and HVAC
                  systems.

Chapter 11 Petition Date: October 28, 2003

Court: District of Minnesota (St. Paul)

Judge: Gregory F. Kishel

Debtor's Counsel: Joseph W. Dicker, Esq.
                  1406 W Lake St.
                  Suite 208
                  Minneapolis, MN 55408
                  Tel: 612-827-5941

Total Assets: $735,988

Total Debts: $1,069,108

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Pete Hanson                                           $143,000

Ace                                                    $78,000

Gertson                                                $73,000

MN Air                                                 $64,000

Dan Pearsall                Bank Loan                  $37,000

Metro Area Sheet Metal                                 $35,000

Twin City Pipe Trades                                  $35,000

Aid Electric                Trade Debt                 $30,457

Doug & Cathy Karnuth        Bank Loan                  $30,000

Wessels & Pautsch                                      $25,000

General Casualty                                       $24,000

International Profit Assoc                             $20,916

Goodin                                                 $17,000

Shurail                                                $17,000

Mark Bloomdahl                                         $16,500

Aurer Steel                Bank Loan                   $16,500

Hubbard                                                $16,000

Industrial Equities Group                              $15,977

Dennis & Mari Omann        Bank Loan                   $14,901

American Express           Trade Debt                  $13,145


MICHAEL FOODS: S&P Rates $595M Senior Secured Notes Issue at B+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to egg
producer and distributor Michael Foods Inc.'s proposed $595
million senior secured credit facility. In conjunction with
Michael Foods' new senior unsecured notes and subordinated notes,
proceeds of the proposed new facility will be used to finance the
company's purchase by Thomas Lee Partners and its senior
management. The buyout, announced on Oct. 13, 2003, is valued at
$1.05 billion.

The rating on the proposed credit facility is based on preliminary
offering statements and is subject to review upon final
documentation.

Standard & Poor's has also affirmed its 'B+' corporate credit
rating on Michael Foods and assigned a 'B-' rating to both the
$135 million senior unsecured term loan due 2011 and the $150
million senior subordinated notes due 2013. The senior secured
credit facility continues to be rated the same as the corporate
credit rating because in a stressed scenario, Standard & Poor's
believes that lenders could expect meaningful, but less than full,
recovery of principal.

The senior unsecured notes are rated two notches below the
corporate credit rating, reflecting their junior position to the
large amount of secured debt in the capital structure.

The outlook is positive.

Minnetonka, Minnesota-based Michael Foods is expected to have
about $768 million of total debt outstanding at Dec. 31, 2003. The
buyout is expected to close by the end of fiscal 2003.

"The ratings reflect Michael Foods' anticipated debt leverage
following the sale, which would be high relative to the company's
ability to generate cash flow," said Standard & Poor's credit
analyst Ronald Neysmith. "There are also a large number of
competitors within Michael Foods' categories. Somewhat mitigating
these concerns is the company's solid market position as the
leading producer and distributor of egg products, with an
estimated 44% U.S. market share."

Michael Foods is a diversified producer and distributor of food
products in three areas: egg products, refrigerated distribution,
and potato products.

The transaction will modestly lower Michael Foods' debt service
costs because of the lower interest rate environment. However, the
company will carry a higher absolute level of debt.


MIRANT: Wrightsville Creditors' Sec. 341 Meeting Set for Dec. 3
---------------------------------------------------------------
William T. Neary, the United States Trustee for Region 6, has
called for a meeting of the Wrightsville Debtors' Creditors
pursuant to Section 341(a) of the Bankruptcy Code to be held on
December 3, 2003 at 2:00 p.m., at the Fritz G. Lanham Federal
Building, 819 Taylor Street, Room 7A24, in Ft. Worth, Texas.

All creditors are invited, but not required, to attend.  This
Official Meeting of Creditors offers the one opportunity in a
bankruptcy proceeding for creditors to question a responsible
office of the Debtor under oath. (Mirant Bankruptcy News, Issue
No. 12; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NRG ENERGY: Nelson Debtors' Claims Bar Date Set for November 20
---------------------------------------------------------------
At LSP-Nelson Energy, LLC and NRG Nelson Turbines LLC's request,
the Court sets November 20, 2003, at 4:00 p.m. as the last day
and time persons and entities to file a claim against the Nelson
Entities.

Governmental units have until December 2, 2003 to file proofs of
claim against the Nelson Entities.

The Court rules that:

   (a) Proofs of claim must conform substantially to Form No. 10
       of the Official Bankruptcy Forms;

   (b) Proofs of claim must be filed either by mailing, or by
       delivering the original proof of claim by hand or
       overnight courier to United States Bankruptcy Court,
       Southern District of New York;

   (c) Proofs of claim will be deemed filed only when received by
       the Clerk of Court on or before the Bar Date; and

   (d) Proofs of claim must be signed; include supporting
       documentation or an explanation as to why documentation is
       not available; be in the English language; and be
       denominated in United States currency.

Any person or entity that holds a claim arising out of the
rejection of an executory contract or unexpired lease, as to
which the rejection order is dated on or before the service date
of the Bar Date Notice, must file a proof of claim by the Bar
Date.

Any person or entity that has a claim arising from the rejection
of an executory contract or unexpired lease, as to which the
rejection order is dated after the service date of the Bar Date
Notice, must file a proof of claim on or before the date as the
Court may fix in the applicable rejection order.

If the Debtors amend or supplement the Schedules, the Debtors
will give notice of any amendment or supplement to the claim
holders affected.  The holders will be afforded 30 days from the
date of the notice to file proofs of claim in respect of their
claims or be barred from doing so, and will be given notice of
the deadline. (NRG Energy Bankruptcy News, Issue No. 12;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


NRG ENERGY: Settlement Pact Resolves Connecticut Contract Issues
----------------------------------------------------------------
NRG Energy, Inc. announced that its power marketing unit, NRG-
Power Marketing Inc., has reached a comprehensive settlement
agreement with Connecticut Light & Power, the Connecticut Attorney
General, the Connecticut Department of Public Utility Control and
the Office of Consumer Counsel, to resolve outstanding litigation
issues relating to rejection of the Standard Offer Service
contract between NRG-PMI and CL&P.

Under the terms of the settlement, NRG-PMI will continue to supply
power to CL&P at the existing contract price through the remaining
term of the SOS contract. In addition, CL&P will accelerate the
payment of account receivables to NRG-PMI. The settlement will
also resolve litigation matters relating to rejection of the SOS
contract that are currently before the U.S. Court of Appeals,
Second Circuit.

"We are extremely pleased to have reached a reasonable resolution
to the complex and contentious dispute relating to the SOS
contract," said John R. Boken, Interim President and Chief
Operating Officer of NRG. "This settlement represents the
completion of another important step in our restructuring
process."

The settlement agreement is subject to regulatory and legal
approvals, including the U.S. Bankruptcy Court and the Federal
Energy Regulatory Commission.

"This settlement could not have been reached without the diligent
efforts of the Connecticut Attorney General, Richard Blumenthal,
his staff and the management team at CL&P," said Boken. "We truly
appreciate their willingness to evaluate numerous alternative
solutions and their shared commitment to forging a creative
solution that ultimately met the primary objectives of all
parties."

NRG-PMI entered into the SOS contract with CL&P in October 1999.
NRG's obligations under the SOS contract include supplying 45
percent of the daily power requirements of CL&P's customer base at
a fixed rate per megawatt-hour. NRG entered into the four-year
contract -- which commenced on January 1, 2000 and runs through
December 31, 2003 -- after the 1999 purchase of four generating
stations and remote jet facilities from CL&P.

In May 2003, NRG Energy, Inc. and certain of its subsidiaries,
including NRG-PMI, filed voluntary bankruptcy petitions in U.S.
Bankruptcy Court in the Southern District of New York. In
connection with its bankruptcy filing, NRG-PMI sought authority to
reject and cease performance on several financially burdensome
agreements, including the SOS contract.

In June 2003, NRG-PMI received approval from the U.S. Bankruptcy
Court to reject the SOS contract but has been precluded from
ceasing performance as a result of legal challenges and
uncertainty as to which court or regulatory body has ultimate
authority over the contract. NRG-PMI continues to meet its
obligations under the contract.

NRG Energy, Inc. owns and operates a diverse portfolio of power-
generating facilities, primarily in the United States. Its
operations include competitive energy production and cogeneration
facilities, thermal energy production and energy resource recovery
facilities.


NUCENTRIX BROADBAND: Next Pitches Winning Bid to Acquire Assets
---------------------------------------------------------------
Nucentrix Broadband Networks, Inc. (Pink Sheets:NCNX), announced
that Nextel Spectrum Acquisition Corp., a wholly-owned subsidiary
of Nextel Communications Inc. (Nasdaq:NXTL), was the winning
bidder at an auction conducted over the past two days in the
Company's bankruptcy proceeding for its MMDS and MDS FCC licenses,
certain spectrum and tower leases and other related assets.

Nextel's winning bid was $51 million, subject to certain
adjustments. The sale is subject to Bankruptcy Court approval and
certain closing conditions, including approval of the Federal
Communications Commission.

As the winning bidder, Nextel agreed to provide financing to fund
the Company's operations as a debtor in possession under the
Bankruptcy Code through the closing, which is expected to occur in
the second or third quarter of 2004.

Nucentrix Broadband Networks, Inc. provides broadband wireless
Internet and multichannel video services using radio spectrum
licensed by the Federal Communications Commission at 2.5 GHz. This
spectrum commonly is referred to as MMDS (Multichannel Multipoint
Distribution Service) and ITFS (Instructional Television Fixed
Service). Nucentrix is the third largest holder of MMDS and ITFS
spectrum in the U.S. In addition, Nucentrix holds a substantial
number of MDS (Multichannel Distribution Service) licenses at 2.1
GHz. Nucentrix currently offers high-speed wireless Internet
services in Austin and Sherman-Denison, Texas. Nucentrix holds the
rights to an average of approximately 128 MHz of MDS, MMDS and
ITFS spectrum, covering an estimated 8.2 million households, in
over 90 primarily medium and small markets across Texas, Oklahoma
and the Midwest. Nucentrix also holds licenses for 20 MHz of WCS
(Wireless Communications Services) spectrum at 2.3 GHz covering
over 2 million households, primarily in Texas.


OIL STATES INT'L: Obtains $225-Million Facility from Wells Fargo
----------------------------------------------------------------
On October 30, 2003, Oil States International, Inc., entered into
and consummated the closing of, a credit agreement with Wells
Fargo Bank Texas, National Association and the lenders and other
parties thereto, providing for a $225,000,000 revolving credit
facility. The Company has an option to increase the maximum
borrowings under the Credit Agreement to $250,000,000 prior to its
maturity on October 30, 2007. Borrowings under the Credit
Agreement will be used to refinance existing bank indebtedness, to
fund future acquisitions and for general corporate purposes.

The Credit Agreement contains customary financial covenants.
Borrowings under the Credit Agreement are secured by a pledge of
substantially all the assets of the Company and its subsidiaries,
and the Company's obligations under the Credit Agreement are
guaranteed by the Company's significant subsidiaries. Borrowings
under the Credit Agreement accrue interest at a rate equal to
either LIBOR or another benchmark interest rate (at the Company's
election) plus an applicable margin based on the Company's
leverage ratio (as defined in the Credit Agreement). The Company
must pay a quarterly commitment fee, based on the Company's
leverage ratio, on the unused commitments under the Credit
Agreement.


NVIDIA CORP: Third-Quarter Results Shoot-Up to Positive Zone
------------------------------------------------------------
NVIDIA Corporation (Nasdaq: NVDA) reported financial results for
the third quarter of fiscal 2004 ended October 26, 2003.

For the third quarter of fiscal 2004, revenue increased to $486.1
million, compared to $430.3 million for the third quarter of
fiscal 2003, an increase of 13 percent.  Net income for the third
quarter of fiscal 2004 was $6.4 million, or $0.04 per diluted
share, compared to a net loss of $48.6 million, or $0.32 per
diluted share, for the third quarter of fiscal 2003.  The
financial results for the third quarter of fiscal 2004 included a
charge to operating expense of $3.5 million for the write-off of
in-process research and development that resulted from NVIDIA's
acquisition of MediaQ, Inc. in August 2003, and a charge of $13.1
million to other expense related to the full redemption of
NVIDIA's $300 million of 4-3/4% Convertible Subordinated Notes in
October 2003.

Revenue for the nine months ended October 26, 2003 was $1.35
billion, compared to revenue of $1.44 billion for the nine months
ended October 27, 2002.  Net income for the nine months ended
October 26, 2003 was $50.3 million, or $0.29 per diluted share,
compared to net income of $39.9 million, or $0.24 per diluted
share, for the nine months ended October 27, 2002.  The financial
results for the nine months ended October 27, 2002 included a
charge of $61.8 million that resulted from the exchange of certain
out-of-the-money employee stock options.

"NVIDIA had a solid quarter and our business fundamentals have
turned the corner," stated Jen-Hsun Huang, president and CEO of
NVIDIA.  "The full potential of our GeForce(TM) FX architecture is
just being realized and is propelling our momentum and leadership
across all of our products."  Mr. Huang added, "Driven by exciting
market dynamics such as Microsoft(R) DirectX(R) 9, Microsoft Media
Center, 64-bit computing and ultra-low power, each of our
businesses are set for strong growth."

                Third Quarter Fiscal 2004 Highlights

    -- NVIDIA began shipping the most powerful desktop GPUs in the
       PC industry with the introduction of the GeForce FX 5950
       and GeForce FX 5700. Both desktop GPUs deliver cinematic-
       quality graphics and studio-quality color, and are the only
       full 128-bit precision computation GPUs in the industry.
       The GeForce FX 5700 is NVIDIA's first GPU produced at IBM's
       0.13 micron foundry in East Fishkill, NY.

    -- Notebook revenue was a record and reflected a successful
       transition to the GeForce FX Go notebook GPU product line.
       The GeForce FX Go family is the only top-to-bottom product
       line to support Microsoft's DirectX 9 API.

    -- NVIDIA captured an overwhelming majority of the new design
       wins launched with Microsoft's XP Media Center Edition
       2004.  NVIDIA was the exclusive graphics partner as
       Microsoft launched the Media Center Edition in Europe.

    -- Platform processor revenue rebounded strongly with
       sequential revenue growth of 60 percent.  In October,
       NVIDIA shipped its 6 millionth NVIDIA nForce(TM)2.

    -- Completed acquisition of MediaQ, marking NVIDIA's entry
       into the wireless mobile segments.  MediaQ extends NVIDIA's
       competencies in ultra-low power design methodologies and
       system-on-chip designs, as well as in the Microsoft Pocket
       PC, Microsoft SmartPhone, Palm and Symbian operating
       systems.

NVIDIA Corporation, whose corporate credit rating is rated at B+
by Standard & Poor's, is a visual computing technology and
market leader dedicated to creating products that enhance the
interactive experience on consumer and professional computing
platforms.  Its graphics and communications processors have
broad market reach and are incorporated into a wide variety of
computing platforms, including consumer digital-media PCs,
enterprise PCs, professional workstations, digital content
creation systems, notebook PCs, military navigation systems and
video game consoles.  NVIDIA is headquartered in Santa Clara,
California and employs more than 1,500 people worldwide.  For
more information, visit the company's Web site at
http://www.nvidia.com


OHIO CASUALTY: Third-Quarter 2003 Results Reflect Solid Growth
--------------------------------------------------------------
Ohio Casualty Corporation (Nasdaq:OCAS) announced the following
results for its third quarter ended September 30, 2003, compared
with the same period of the prior year:

-- net income of $17.2 million, or $.28 per diluted share, versus
   a net loss of $69.9 million, or $1.15 per diluted share,

-- All Lines statutory combined ratio of 104.7%, a 23.8 point
   improvement, and

-- net income before realized gains and losses of $13.4 million
   versus a net loss before realized gains and losses of $66.3
   million.

President and Chief Executive Officer Dan Carmichael, CPCU,
commented, "I am pleased with the third quarter financial results.
Improvements in both net income and the combined ratio confirm
that we are making progress toward achieving our strategic
objectives. Net income was significantly above last year's third
quarter, which included the negative impact of reserve increases
for prior years' construction defect claims. In addition, third
quarter 2002 included a $54.0 million pre-tax impairment charge
for the Corporation's agent relationships intangible asset. The
combined ratio was 104.7% for the quarter, including a 2.6 point
impact related to Hurricane Isabel. Despite the negative effects
of Hurricane Isabel, the quarterly combined ratio was our best in
over five years. I am also pleased with our revenue growth as net
premiums written increased 6.2% over third quarter 2002 levels.

"Going forward, we will continue to drive operational efficiencies
and expense reductions through the organization and further
improve our loss ratio through prudent and conservative
underwriting practices and improved pricing. Our expense ratios
for the quarter were much improved as our expense initiatives are
producing very positive results. We believe our expense,
underwriting and pricing efforts will continue to make Ohio
Casualty a leading, super regional P&C insurer.

"Strategic plans were announced at a September 12th investor
presentation and include objectives to: return to underwriting
profitability; generate above-market real growth with existing and
new agents; produce loss ratios more favorable than most well
managed competitors; create a competitive and efficient expense
structure; improve credit ratings; and achieve industry average
price/book ratio."

Investment income declined slightly when compared to third quarter
2002 due to declining market yields on new investments. Investment
income for the quarter included $5.3 million of interest received
on a federal income tax settlement, largely offset by a $4.9
million change in accounting estimate for amortization relating
primarily to interest only mortgage-backed securities and asset-
backed securities. This change in accounting estimate is part of a
conversion to a new investment accounting system.

                         Statutory Results

Insurance industry regulators require subsidiaries of Ohio
Casualty Corporation to report certain financial measures on a
statutory accounting basis. Management also uses statutory
financial criteria to analyze property and casualty results,
including loss and loss adjustment expense ratios, underwriting
expense ratios, combined ratios, net premiums written and net
premiums earned.

Supplemental financial information for the third quarter,
including many of the statutory financial measures described
above, is available on Ohio Casualty Corporation's Web site at
http://www.ocas.comand was also filed on Form 8-K with the
Securities and Exchange Commission. A discussion of the
differences between statutory accounting principles and GAAP in
the United States is included in Item 15 of the Corporation's Form
10-K for the year ended December 31, 2002.

Statutory net premiums written grew over the third quarter last
year while remaining flat for the first nine months of 2003.
Double-digit price increases, higher levels of new customers
acquired, and $5.0 million of return ceded premium on experience
based reinsurance contracts related to prior years contributed to
the growth in the quarter. The experience rated reinsurance
contracts are for a funded layer of casualty excess of loss
reinsurance coverage. These growth components as well as stronger
renewal rates more than offset the decline in premium related to
the market withdrawals in Personal Lines, higher reinsurance
costs, stricter underwriting guidelines and a more competitive
pricing in the small to mid-sized commercial market.

Commercial Lines written premium growth was driven by price
increases and new business production, partially offset by
competition and non-renewals of certain underperforming classes of
business. Average renewal price increases for Commercial Lines was
10.1% in the third quarter 2003. Renewal price increases continued
to experience downward pressure in the third quarter as part of a
broad trend indicating that Commercial Lines policies are
approaching price adequacy and competitive pricing pressures are
increasing. Conservative underwriting of workers' compensation,
commercial auto and certain construction classes of business in
the third quarter offset some of the benefits of premium growth
for other commercial product lines.

Specialty Lines net premiums written for the quarter increased
slightly over the same period last year despite higher reinsurance
costs for commercial umbrella. Third quarter net premiums written
continued to experience higher average renewal pricing and
retention rates, offset in part by lower levels of new business
production. Specialty Lines premiums before reinsurance increased
14.7% over third quarter 2002 to $75.9 million. Higher reinsurance
costs in 2003 were driven by the addition of a ceding commission
and by increased reinsurance rates per dollar of premium. The
addition of ceding commissions on the current reinsurance contract
causes a corresponding increase to ceded premiums. Renewal price
increases for commercial umbrella, the largest volume Specialty
Line product, averaged 15.7% for the third quarter 2003, compared
to 20.5% and 22.4% in the first and second quarters of 2003,
respectively.

Rate increases, higher renewal rates and increased new business
production led to the growth in Personal Lines premiums written
for the third quarter of 2003 when compared to the prior period
despite the run-off of business related to cancelled agents and
withdrawal from several states. The combined effect of cancelled
agents and withdrawal states negatively impacted net premiums
written by approximately $12.1 million for the third quarter of
2003 compared to the third quarter of 2002. Annualized homeowner
rate increases of over 20% during 2003 have not had a significant
impact on renewal and retention ratios as these ratios continue to
perform better than last year.

                    Statutory Combined Ratio

The statutory combined ratio is a commonly used gauge of
underwriting performance measuring the percentage of premium
dollars used to pay insurance losses and related expenses. The
loss and loss adjustment expense ratios measure losses and LAE as
a percentage of net earned premiums and the underwriting expense
ratio measures underwriting expenses as a percentage of net
written premiums. The combined ratio is the sum of the loss ratio,
the LAE ratio, and the underwriting expense ratio. All combined
ratio references in this press release are calculated on a
calendar year basis unless specified as calculated on an accident
year basis. Furthermore, these references to combined ratio or its
components are calculated on a statutory accounting basis. The
table below summarizes combined ratio results by business unit:

                                         Three Months
                                         Ended Sept 30
          Statutory Combined Ratio      2003       2002
          ------------------------      ----       ----
             Commercial Lines          107.6%     139.9%
             Specialty Lines            82.2%     121.9%
             Personal Lines            107.8%     114.2%
                                       ------     ------
                All Lines              104.7%     128.5%

                                          Nine Months
                                         Ended Sept 30
          Statutory Combined Ratio      2003       2002
          ------------------------      ----       ----
             Commercial Lines          110.1%     118.0%
             Specialty Lines            83.0%     101.4%
             Personal Lines            108.4%     112.6%
                                       ------     ------
                All Lines              106.6%     114.6%

The All Lines combined ratio for the third quarter and year to
date improved from 2002 as the prior year was negatively impacted
primarily by reserve adjustments related to construction defect
claims and higher costs associated with New Jersey private
passenger auto (NJPPA). The Group exited from the NJPPA market,
but liability for claims incurred prior to the transfer of NJPPA
policy renewal obligations, which was completed in the first
quarter of 2003, will remain for several years until all such
claims are settled.

Catastrophe losses negatively impacted the combined ratio by 4.5
points in the third quarter, driven by the impact of Hurricane
Isabel, and were 3.5 points higher than third quarter 2002. In
2002, the Group recognized adverse development on prior years'
losses and loss adjustment expense, primarily for construction
defect claims, which impacted third quarter 2002 by 17.4 points
and year-to-date September 2002 by 6.9 points. Improvements in
other areas, including higher pricing, improved underwriting, and
lower sales expense, contributed to the improvement in the All
Lines combined ratio.

The Commercial Lines combined ratio improved for the third quarter
2003, as 2002 third quarter results included 27.7 points related
to reserve development on prior year's losses. The third quarter
2002's reserve adjustments were primarily construction defect
related and were concentrated in the general liability and
commercial multi-peril product lines. Commercial Lines experienced
3.2 points of catastrophe losses in the third quarter, mostly from
Hurricane Isabel, and continued to see higher than expected large
non- catastrophe losses compared to last year. The loss frequency
trend for the workers' compensation product line continued to show
improvement in the third quarter.

The Specialty Lines combined ratio improved for the third quarter
2003, which was also due primarily to prior year's construction
defect reserve development in the commercial umbrella product
line. The third quarter of 2003 also saw improvements to loss
adjustment expenses and to loss reserves on prior accident years.

The Personal Lines combined ratio in the third quarter of 2003
also saw a 6.4 point improvement over the same period last year.
This improvement is notable given the high volume of catastrophe
losses in the quarter which added 8.2 points to the combined ratio
in the third quarter 2003 compared to 1.9 points in the prior
year. The improvement was driven by the withdrawal from NJPPA, a
significant improvement in the non- catastrophe experience for
homeowners, and a decline in the underwriting expense ratio. These
improvements were partially offset by adverse development for
personal auto other than New Jersey, which added 2.4 points to the
combined ratio for Personal Lines for the third quarter 2003.

                         Other Highlights

For the third quarter of 2003 compared to the third quarter of
2002:

-- Catastrophe losses were $16.2 million vs. $3.7 million; the
   $12.5 million increase added 3.5 points to the All Lines
   combined ratio.

-- Employee count was down 9.1% to 2,757 at September 30, 2003,
   which helped reduce the personnel related expense portion of
   the underwriting expense ratio by 1.7 points, and contributed
   to the 9.7 point reduction in the LAE ratio to 10.9%.

-- Book value per share of $18.71 has increased 8.6% from third
   quarter 2002 and 7.3% from fourth quarter 2002.

-- Technology costs expensed in third quarter 2003 for
   amortization and maintenance of the P.A.R.I.S.(s.m.) software
   added 0.8 points to the underwriting expense ratio.

-- Premiums to surplus ratio improved to 1.8 to 1 from 2.1 to 1.

                          Quiet Period

The Corporation observes a quiet period and will not comment on
financial results or expectations during quiet periods. The quiet
period for the fourth quarter will start January 1, 2004 extending
through the time of the earnings conference call scheduled for
February 12, 2004.

Ohio Casualty Corporation (S&P, BB Senior Unsecured Debt, B+
Subordinated Debt, B Preferred Share Ratings) is the holding
company of The Ohio Casualty Insurance Company, which is one of
six property-casualty subsidiary companies that make up Ohio
Casualty Group. The Ohio Casualty Insurance Company was founded in
1919 and is licensed in 49 states. Ohio Casualty Group is ranked
45th among U.S. property/casualty insurance groups based on net
premiums written (Best's Review, July 2003). The Group's member
companies write auto, home and business insurance. Ohio Casualty
Corporation trades on the NASDAQ Stock Market under the symbol
OCAS and had assets of approximately $5.0 billion as of June 30,
2003.


OMNICARE INC: Declares Quarterly Dividend Payable on December 12
----------------------------------------------------------------
The board of directors of Omnicare, Inc. (NYSE: OCR) declared a
quarterly cash dividend of 2.25 cents per share on its common
stock.  The dividend is payable December 12, 2003 to stockholders
of record on November 28, 2003.

Omnicare (S&P, BB+ Senior Subordinated Debt and BB Trust PIERS
Ratings), based in Covington, Kentucky, is a leading provider of
pharmaceutical care for the elderly. Omnicare serves residents in
long-term care facilities comprising approximately 981,000 beds in
47 states, making it the nation's largest provider of professional
pharmacy, related consulting and data management services for
skilled nursing, assisted living and other institutional
healthcare providers. Omnicare also provides clinical research
services for the pharmaceutical and biotechnology industries in 29
countries worldwide. For more information, visit the company's Web
site at http://www.omnicare.com


OWENS CORNING: Secures Disallowance for $1-Mill. AK Steel Claim
---------------------------------------------------------------
At the Owens Corning Debtors' behest, the Court disallows and
expunges AK Steel Corporation's Claim No. 7027 for $1,000,000.

Claim No. 7027 relates to environmental conditions at a site in
Gardena, California that is currently owned by HITCO Carbon
Composites, Inc. and that has been used by several entities for
the manufacture of various products since the property was first
developed in the 1940s.  For 15 months, between September 1985
and January 1987, the Site was owned and operated by HITCO, a
California corporation, which during that period was a wholly
owned subsidiary of Owens-Corning Fiberglas Corporation, the
predecessor of Debtor Owens Corning.

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, informs the Court that Owens-Corning Fiberglas acquired
HITCO from Armco, Inc. pursuant to an Acquisition Agreement dated
September 10, 1985.  Armco is the predecessor to AK Steel.  The
acquisition was accomplished by the merger of HITCO into a newly
formed subsidiary of Owens-Corning Fiberglas, with the new
corporation surviving the merger and also taking the name HITCO.

While it was a subsidiary of Owens-Corning Fiberglas, HITCO
continued to hold title to the Site and to conduct the
manufacturing operations performed there.  In 1987, Owens-Corning
Fiberglas sold all of the stocks of HITCO to Bristol Composite
Materials, Inc.

In 1995, the Site was owned by a subsidiary of BP Amoco.  In
connection with a sale contemplated at that time, BP Amoco
discovered that the groundwater at the Site was contaminated by
tetrachloroethylene (PCE) and trichloroethylene (TCE), two
chemicals that apparently had been used as cleaning solvents in
manufacturing operations conducted there.  A program to
investigate and clean up the contamination has been undertaken by
BP Amoco with oversight by the California Environmental
Protection Agency's Regional Water Quality Control Board.

According to Ms. Stickles, AK Steel did not assert in the
Disputed Claim that it has incurred any expenses or that any
third party made any claim against it with respect to
environmental conditions at the Site.  Instead, AK Steel brought
the Claim on the ground that if it is found liable to any entity
with respect to the environmental contamination Owens Corning is
liable to indemnify it or contribute to any liability assessed
against it.

AK Steel asserts that, through the HITCO Acquisition Agreement
and by operation of law, Owens-Corning Fiberglas assumed all
relevant liabilities associated with the HITCO property and
operations.

Contrary to AK Steel's assertions, Ms. Stickles contends that
Owens Corning is not liable to AK Steel for environmental costs
relating to the Site based on:

   (1) indemnification;

   (2) contribution; or

   (3) the assumption of liability, in each case, either
       expressly under the Acquisition Agreement or by operation
       of law.

Therefore, AK Steel has no claim against Owens Corning as a
matter of law, Ms. Stickles asserts.

                         Indemnification

Ms. Stickles tells the Court that AK Steel cites no Acquisition
Agreement provision in which Owens-Corning Fiberglas agreed to
indemnify Armco with respect to environmental liabilities
associated with the Site.  Such indemnification provision does
not exist.  Owens-Corning Fiberglas ' only express
indemnification obligations in the Acquisition Agreement relate
to the tax treatment of the transaction.  There has been no other
relationship between Armco or its successor and Owens-Corning
Fiberglas or its successor, Owens Corning, which would give rise
to an indemnification obligation by operation of law.

                           Contribution

Ms. Stickles also notes that AK Steel cites no Acquisition
Agreement provision in which Owens-Corning Fiberglas agreed to
provide contribution if Armco were to be held liable with respect
to environmental conditions at the Site.  This provision also
does not exists.  Neither does the obligation to provide
contribution arise by operation of law for the simple reason that
Owens Corning is not itself liable with respect to environmental
conditions at the Site.

"[T]he term 'contribution' is a standard legal term that refers
to a claim 'between jointly and severally liable parties for an
appropriate division of the payment one of them has been
compelled to make'," Ms. Stickles says, citing New Castle County
v. Halliburton Nus Corp., 111 F.3d 1116, 1121 (3rd Cir. 1997).

According to Ms. Stickles, both the Federal Comprehensive
Environmental Response, Compensation and Liability Act and its
California analogue, the Carpenter-Presley-Tanner Hazardous
Substance Account Act, impose liability for environmental cleanup
costs at a contaminated site on current and former owners or
operators of the site and the persons who transported or arranged
for the disposal of hazardous substances there.  But neither
Owens-Corning Fiberglas nor Owens Corning falls within these
categories of persons with direct liability.  Neither are they
indirectly liable because their former subsidiary HITCO owned and
operated the Site between 1985 and 1987.

                     Assumption of Liability

Ms. Stickles also points out that AK Steel cites no Acquisition
Agreement provision in which Owens-Corning Fiberglas assumed
liability with respect to environmental conditions at the Site.
This provision does not exist.  Ms. Stickles explains that Owens-
Corning Fiberglas' only express assumption of liabilities relates
to pension plans.  Neither does an assumption of environmental
liabilities with respect to the Site arise by operation of law
from the merger through which the HITCO acquisition was
accomplished.

Under the law of California -- which is controlling under Section
1.1(a) of the Acquisition Agreement as the law of the state of
HITCO's incorporation -- the effect of the merger of the old
HITCO into the newly formed subsidiary was that the separate
existence of the old HITCO ceased, and the newly formed
subsidiary, as the surviving corporation, "succeed[ed], without
other transfer, to all the rights and property of . . . the
disappearing corporation[] and . . . [became] subject to all the
debts and liabilities of . . . [the disappearing corporation] in
the same manner as if the surviving corporation had itself
incurred them."  A merger has the same effect under the law of
Ohio -- which the parties selected as the governing law for the
Acquisition Agreement.

AK Steel did not cite any provision under California or Ohio law,
which makes the parent of the surviving corporation in a merger
subject to the debts and liabilities of the disappearing
corporation.

Additionally, to the extent that the Claim seeks to recover with
respect to claims that have not yet been made against AK Steel by
third parties like the British Petroleum Company or the Regional
Water Control Board related to the contamination at the Site, Ms.
Stickles insists that the Claims are for reimbursement or
contribution asserted by a creditor that is potentially liable
with the Debtors, and are contingent within the meaning of
Section 502(e)(1)(B) of the Bankruptcy Code. (Owens Corning
Bankruptcy News, Issue No. 60; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


PARADIGM ADVANCED: Files for Chapter 7 Liquidation in Delaware
--------------------------------------------------------------
Paradigm Advanced Technologies, Inc. (Pink Sheets:PRAV) has filed
a voluntary petition for bankruptcy in the state of Delaware under
Chapter 7 of the U.S. Bankruptcy Code.  Upon filing of the
bankruptcy petition, Paradigm has ceased all of its business
operations.

The operations of the Company's wholly owned Canadian subsidiary,
PowerLOC Technologies, Inc., will continue to operate as usual
with funding expected to be provided by one of its senior secured
creditors, Homeland Security Technology Corporation, pursuant to a
definitive financing arrangement to be entered into between
PowerLOC and HSTC.

PowerLOC Technologies Inc. provides a full range of wireless
location tracking and security products and services to global
enterprises and to large government organizations. PowerLOC's
enabling technologies have become a major component in joint
development efforts with strategic partners targeting Homeland
Security solutions for certain military and civilian applications.
PowerLOC devices, servers, software and applications locate,
track, navigate and manage people, vehicles and other assets, and
was used to track recovery vehicles at the World Trade Center
"Ground Zero" recovery site. Destinator (www.Destinator1.com) won
many industry awards including the prestigious People's Choice
Award of America's Pocket PC Magazine in 2001, 2002 Planet PDA
"Best of Show" Award; 2002 and 2003 Europe Pocket PC Awards and a
similar award in Germany this year. PowerLOC owns the exclusive
licensing rights to a broad-based wireless location patent (U.S.
Patent no. B1 5,043,736) covering the apparatus and method of
transmitting position information from satellite navigational
signals (such as GPS) over cellular systems. For further
information on PowerLOC, visit http://www.powerloc.com


PARADIGM ADVANCED: Voluntary Chapter 7 Case Summary
---------------------------------------------------
Debtor: Paradigm Advanced Technologies, Inc.
        30 Leek Crescent
        Suite 103
        Richmond Hill, Ontario L4B 4N4 Canada

Bankruptcy Case No.: 03-13424

Type of Business: The Debtor provides a full range of wireless
                  location tracking technology solutions in the
                  telematics and GPS markets.

Chapter 7 Petition Date: November 7, 2003

Court: District of Delaware

Debtor's Counsel: Donald J. Detweiler, Esq.
                  Saul Ewing LLP
                  222 Delaware Avenue
                  P.O. Box 1266
                  Wilmington, DE 19899
                  Tel: 302-421-6834
                  Fax: 302-421-5872

Total Assets: $3,912

Total Debts: $6,632,114


PENTHOUSE INT'L: Acquires 99.5% Interest in Del Sol Investments
---------------------------------------------------------------
Penthouse(R) International, Inc. (OTCBB:PHSL) announced the
acquisition of a second subsidiary through the purchase of 99.5%
of the membership interests of Del Sol Investments LLC, an Arizona
limited liability company.

Del Sol Investments owns a 370.5-acre master planned oceanfront
development in the Mexican Riviera city of Ixtapa/Zihuatanejo
located sixty miles North of Acapulco on the Pacific Ocean. The
real estate consists of several kilometers of direct sandy beach
frontage and interlaced with freshwater lagoons. Del Sol's
independent auditors issued an audit opinion as of October 17,
2003, reflecting a net book value of $107,000,000. The property is
fully entitled by the local government for a master planned resort
community that the parties intend to be anchored by a Penthouse
branded boutique hotel, spa, business conference center and golf
course.

The northerly property line of Del Sol's 370.5-acre master planned
oceanfront development is approximately a three minute drive south
of the international airport, providing direct access to visitors
in the future. Ixtapa has several widely recognized leisure
operators including, Hotel Intercontinental, Radisson, Club Med,
as well as a variety of exclusive new boutique hotels. The Mexican
government agency FONATUR, widely noted for stimulating the
successful master development of Cancun, is promoting a similar
investment plan in Ixtapa as a major tourist destination --
http://www.fonatur.gob.mx

Penthouse issued equity in consideration for the purchase of Del
Sol Investments comprised of 30,000,000 restricted common shares
and $115.5 Million Series C 4% Non-Redeemable Convertible
Preferred Stock at $10.00 per share, totaling 11,550,000 shares.
The Series C Preferred Shares are convertible into common shares
at $3.00 per share and may not be converted until Penthouse's
common stock is listed on a recognized national stock exchange.
The purchase price was determined based on the book value in the
audited financial statements and on certified appraisals including
a legal opinion from Baker and McKenzie who represented the
seller.

Del Sol is controlled by Dr. L. Enrique Fernando Molina. Other
companies controlled by the Molina family have developed, own and
operate other destination resorts in Mexico, including the Ritz
Carlton, Cancun, under license agreement from Marriot
International. The Molina family was also the anchor licensee of
PepsiCo (NYSE:PEP) for Mexico, under which they controlled Pepsi-
Gemex, the largest independent Pepsi bottler outside the United
States with annual revenues of over $1.0 billion. Pepsi-Gemex has
regularly accessed the US capital markets, beginning on March 29,
1993, Goldman Sachs, Merrill Lynch and Oppenheimer co-lead an
equity placement of Pepsi-Gemex American Depository Receipts
(NYSE:GEM) on the New York Stock Exchange and subsequent
successful US debt placements with Chemical Bank and other
institutions. In 1997, Pepsi-Gemex expanded through acquisition of
a bankrupt competitor, successfully restructuring the company and
then selling to Pepsi Bottling Group (NYSE:PBG) in a November 2002
cash tender offer of approximately $1.2 billion.

Dr. Molina has agreed to arrange an initial institutional secured
debt facility of $25.0 Million for Penthouse's Del Sol subsidiary.
There can be no assurances that this will occur. Furthermore, an
affiliate of Molina has agreed to a long-term option in favor of
Del Sol to develop an adjacent 291.5 oceanfront acres.

"Penthouse has provided entertainment for almost forty years and
is recognized globally, which is a strong advantage in developing
a leisure and entertainment destination people will trust for
luxury and quality," said Dr. Molina. "My investment company
evaluated the financial returns and determined the Penthouse
investment could produce the most favorable results."

Penthouse intends to further develop its Leisure Segment by
offering high quality branded entertainment in unique locales.
Licensees of Penthouse's subsidiaries have opened six nightclubs
to date in the United States, including a $10.0 Million custom
built facility under license in New York City. Beginning with
Ixtapa, Penthouse intends to develop entertainment venues where
Penthouse customers can enjoy a multi-day experience with a mix of
business and leisure entertainment.

The Company's brand extension strategy is similar to Hard Rock
Cafe where Hard Rock has successfully expanded its franchise from
Hard Rock Cafe specialty restaurants, to full service gaming in
Las Vegas and the United Kingdom and more recently to non-gaming
resort hotels in Thailand, Chicago, Bali, Tampa, Orlando and
Hollywood, Florida.

Penthouse has acquired Del Sol and its assets by issuing equity
and without incurring new debt. The new net equity comes at an
important time in the Company's transition to a more full service
entertainment company. The improvement to Penthouse's consolidated
balance sheet is expected to assist management in pursuing planned
acquisitions of other complimentary companies, including existing
large Internet adult content providers who would distribute
Penthouse content.

Prior to the Del Sol acquisition, Penthouse International had one
subsidiary, General Media, Inc. General Media is the publisher of
Penthouse Magazine which has sought bankruptcy protection in order
to attempt to reorganize its debt. Penthouse International, Inc.
and Del Sol Investments LLC have zero existing corporate debt. The
real estate has a $3.5 million mortgage that was granted to an
unaffiliated third party institutional investor in connection with
this transaction.

Penthouse's subsidiaries launched boutique retail stores and
nightclubs through licensing agreements in late 2002 and 2003, too
late to offset declines in the publishing segment which resulted
in General Media seeking bankruptcy relief. As part of the
subsidiary's reorganization, there is a possibility that General
Media may be required to exchange debt for equity, which could
result in substantial dilution of Penthouse's equity interest in
General Media, or that the assets of General Media may be sold to
satisfy its obligations including its intellectual property assets
that it licenses to third parties and that if this were to occur
it would have negative consequences for the company. Neither the
Penthouse International, Inc. parent company nor the Del Sol
subsidiary has any financial obligations associated with General
Media or its bonds and is not affected by future events related
thereto other than as stated above.

The appointment of Mr. Claude Bertin as a director, executive vice
president and secretary and Mr. Milton Polland as Chairman and
acting CEO, was confirmed by written consent of the majority of
the shareholders, both parties being appointed to fill vacancies
created by the resignation of Robert Guccione and Charles Samel.

Penthouse International, Inc. and its subsidiaries comprise a
brand-driven global entertainment business founded in 1965 by
Robert C. Guccione. The Company's flagship PENTHOUSE brand is one
of the most recognized consumer brands in the world and is widely
identified with premium entertainment for adult audiences.

                         *    *    *

On May 30, 2003, Penthouse International Inc. disclosed in an SEC
filing the resignation of Eisner LLP as its independent certified
public accountants and certain other matters.  A copy of the
letter dated June 6, 2003, from Eisner to the Securities and
Exchange Commission states in part:

    "Our report on our audit of Penthouse International, Inc.'s
financial statements for the year ended December 31, 2002 included
both an explanatory paragraph to reflect the conclusion that
substantial doubt exists about the entity's ability to continue as
a going concern and an emphasis of matter paragraph regarding the
Registrant's debt obligation. We did not qualify our opinion.

   "During the period subsequent to December 31, 2002 and
preceding our resignation we were asked by the Company to consider
the accounting treatment regarding a website management agreement.
We communicated to accounting personnel of the Registrant our
preliminary view, the transaction did not appear to result in the
culmination of an earnings process. We note that the Form 10-Q, as
filed, has taken a position that is contrary to our preliminary
view. Such view, however, is tentative since we did not review the
interim financial statements as of and for the three-month period
ended March 31, 2003."


PENTON MEDIA: Sept. 30 Net Capital Deficit Doubles to $130 Mill.
----------------------------------------------------------------
Penton Media, Inc. (OTCBB:PTON), a diversified business-to-
business media company, reported a net loss for the third quarter
ended September 30, 2003, of $52.4 million compared with a loss of
$243.2 million in the year-ago quarter. Third-quarter adjusted
EBITDA was $8.3 million compared with a loss of $1.0 million in
the same 2002 period.

Third-quarter results for 2003 included:

-- A non-cash goodwill and asset impairment charge of $45.8
   million related to Penton's annual goodwill impairment review,
   which compared with a $223.3 million goodwill and asset
   impairment charge in the 2002 period;

-- A $1.5 million restructuring charge compared with a $3.3
   million restructuring charge in the 2002 period;

-- Depreciation and amortization expense of $3.3 million compared
   with $5.2 million in the third quarter last year;

-- Interest expense of $10.5 million compared with $9.5 million in
   the year-ago period.

The net loss applicable to common stockholders was $54.4 million,
or $1.63 per diluted share, compared with a loss of $243.8
million, or $7.49 per diluted share, in the year-ago quarter.

Adjusted EBITDA was favorably impacted by a shift in timing of two
trade shows that ran in the fourth quarter in 2002 but were held
in the third quarter this year, and by the sale of several media
properties in the fourth quarter of 2002 and first quarter of
2003. Adjusting last year's results for these items, third-quarter
adjusted EBITDA increased $3.0 million, or 55.6%, compared with
the year-ago quarter.

Revenues for the period increased 14.7% to $54.1 million from
$47.2 million in the 2002 third quarter. Adjusting for the trade
show timing changes and property sales, revenues declined $1.4
million, or 2.5%, compared with the third quarter of 2002.

At September 30, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $130 million.

"Our third-quarter performance demonstrates the effectiveness of
cost reductions we have made in response to challenging business
conditions," said Thomas L. Kemp, chairman and chief executive
officer. "The results also reflect a slowing rate of decline in
our technology and manufacturing media portfolios and the
continuing strength of our products serving the retail,
foodservice and natural products markets.

"While we continue to face sales challenges, we're encouraged by
customer acceptance of new products we're introducing that respond
to their marketing needs in the current economic environment,"
Kemp said. "We're also encouraged by improving macroeconomic
indicators, particularly in the technology and manufacturing
sectors, which suggest that an increase in marketing spending may
be on the horizon. However, significant uncertainty remains as to
when that spending recovery will occur. Penton is poised to take
advantage of any recovery, with market-leading media products to
earn our customers' business and a cost structure that can provide
substantial leverage in cash flow when we begin to experience an
increase in revenues."

                THIRD-QUARTER OPERATING REVIEW

Segments

Adjusted segment EBITDA is defined as operating income (loss)
before depreciation and amortization, non-cash compensation,
impairment of assets, restructuring charge, provision for loan
impairment, and general and administrative costs. General and
administrative costs include functions such as finance,
accounting, human resources, and information systems, which cannot
reasonably be allocated to each segment. Adjusted segment EBITDA
margins are calculated by dividing adjusted segment EBITDA by
segment revenues.

The Industry Media segment, which generated 38.1% of total company
revenues, experienced a revenue decline of $2.0 million, or 8.6%,
in the third quarter compared with the same 2002 period. The
decline was due primarily to year-on-year advertising declines in
magazines serving manufacturing markets. Adjusted segment EBITDA
was essentially flat with the 2002 third quarter.

The Technology Media segment represented 26.3% of total company
revenues in the 2003 quarter. Revenues for the segment declined
$1.5 million, or 9.7%, from third quarter 2002. The decline was
due primarily to the absence of revenues from sold and
discontinued properties. Advertising weakness in the Company's
enterprise IT and electronics OEM media products was largely
mitigated by successful conference launches and growth in online
media within the segment. Adjusting for the sale in 2002 of
technology-related media products, primarily properties serving
the Internet segment, revenues declined a more modest 6.9% year
over year. Adjusted segment EBITDA improved to $0.8 million from a
loss of $3.0 million, due to the elimination of losses from sold
and discontinued properties, aggressive cost reductions and
portfolio management initiatives.

The Lifestyle Media segment generated 19.1% of total company
revenues in the third quarter. Segment revenues increased more
than $7.0 million because of the shift in timing of Natural
Products Expo East (NPE) to the third quarter this year. Adjusted
segment EBITDA was $4.8 million compared with a loss of $0.08
million in third quarter 2002, due primarily to NPE's timing
shift. Adjusting last year's results for the trade show shift,
revenues in the quarter increased $0.9 million, or 9.7%, and
adjusted EBITDA increased $0.2 million, or 4.8%.

The Retail Media segment produced 16.5% of the Company's third-
quarter revenues. Revenues for the segment increased $3.3 million,
or 59.9%, while adjusted EBITDA grew to $2.9 million compared with
$1.4 million in the 2002 period, due primarily to the shift in
timing of the International Leisure Industry Week trade show to
the 2003 third quarter. Adjusting last year's results for the
timing shift, revenues increased $0.7 million, or 8.6%, while
adjusted EBITDA increased $0.7 million, or 34.1%.

Product Lines

Publishing revenues, which represented 68.7% of total company
revenues, were $37.2 million in the third quarter, a decline of
10.9% compared with the year-ago quarter. The decline was due
primarily to advertising sales softness in manufacturing and
enterprise IT markets, property sales and the discontinuation of
properties that served the Internet industry.

Trade Shows and Conferences revenues, which represented 25.3% of
total company revenues, were $13.7 million compared with $2.4
million in the year-ago quarter. The revenue increase was driven
by the timing shifts noted earlier and by successful launches of
technology conferences. Adjusting for the trade show timing shifts
and 2002 dispositions, third-quarter 2003 revenues for Trade Shows
and Conferences increased 22.5%, or $2.5 million, compared with
the year-ago quarter.

Online Media revenues, which represented 6.0% of total company
revenues, increased 6.5% to $3.3 million, extending a trend of
revenue growth that this product line has been experiencing over
the past several quarters. Adjusting for sold properties, Online
Media revenues increased 10.5%.

                      YEAR-TO-DATE RESULTS

Revenues for the first nine months of 2003 declined 7.2% to $159.0
million from $171.3 million in the same year-ago period. Year-to-
date revenues, adjusted for trade show timing shifts and property
sales, declined 8.8%. The decreases were due to business declines
for Penton's technology and manufacturing media portfolios.

Penton's year-to-date net loss of $75.8 million for the nine-month
period compared with a loss of $299.2 million last year.

Results for the year-to-date period included:

-- A non-cash goodwill and asset impairment charge of $45.8
   million compared with $223.4 million in the year-ago period;
   the 2002 period also included a $39.7 million non-cash
   impairment charge, recorded as a cumulative effect of
   accounting change;

-- Restructuring charges of $3.3 million compared with $10.8
   million in 2002;

-- Interest expense of $30.2 million versus $28.5 million in the
   year-ago period;

-- Tax benefit of $0.05 million compared with a benefit of $9.7
   million in 2002;

-- Provision for loan impairment of $7.6 million;

-- Depreciation and amortization expense of $10.8 million compared
   with $14.8 million in the year-ago period.

The net loss applicable to common stockholders was $80.3 million,
or $2.42 per diluted share, compared with a loss of $344.7
million, or $10.71 per diluted share, in the year-ago period. The
2002 period included a $42.1 million non-cash charge related to
the immediate recognition in additional paid-in capital of the
unamortized beneficial conversion feature resulting from
stockholders' approval to remove Penton's preferred stock
mandatory redemption date and $3.4 million of amortization of
deemed dividend and accretion of preferred stock.

Adjusted EBITDA for the nine-month period was $22.4 million, an
increase of $13.1 million, or 141.9%, from $9.2 million in the
year-ago period; adjusted EBITDA margin expanded to 14.1% from
5.4%. Year-to-date adjusted EBITDA, after adjusting for trade show
timing shifts and sold properties, increased $6.6 million, or
41.7%. Adjusted EBITDA was positively impacted by a $25.4 million,
or 15.7%, reduction in operating costs compared with the year-ago
period.

                       BUSINESS OUTLOOK

Visibility for Penton's businesses, particularly advertising
sales, remains limited. While macroeconomic indicators in the
Company's core technology and manufacturing markets appear to be
improving, these improvements have not yet translated into growth
in marketing spending in business-to-business media serving these
sectors, including Penton's portfolio.

Penton's fourth-quarter 2003 results in comparison with 2002
results will be negatively impacted by the shift in the timing of
Natural Products Expo East and International Leisure Industry
Week, which, as noted earlier, were held in the fourth quarter of
2002 but moved to the third quarter this year. Accordingly,
fourth-quarter adjusted EBITDA is expected to decline compared
with the 2002 fourth quarter on a reported basis, and to show an
increase over the year-ago quarter after adjusting for the timing
shifts and sold properties.

A majority of the Company's market groups is seeing increased
customer spending in online media products, and the Company is
experiencing growing acceptance of customized promotional media
that leverage Penton's established media brands, high-quality
content and relationships with end-user market contacts who buy
and specify products.

"We anticipate a recovery in marketing spending in traditional
business-to-business media," Kemp said. "It is just not clear,
however, when that recovery will take place. Our focus in this
environment is on continuing to manage costs and on developing new
information products and marketing solutions for our customers
that deliver excellent results against their marketing
objectives."

Daniel J. Ramella, president and chief operating officer, added,
"A major thrust of our operating initiatives as we move into 2004
is creating unique, highly targeted integrated media programs that
address our customers' needs to move products, while building
their brand recognition. Our customers are increasingly interested
in the successful impact of the marketing programs we're
developing that combine Penton's in-print, in-person and online
information channels."

Penton Media -- http://www.penton.com-- is a diversified
business-to-business media company that provides high-quality
content and integrated marketing solutions to the following
industries: aviation; design/engineering; electronics;
food/retail; government/compliance; business technology/enterprise
IT; leisure/hospitality; manufacturing; mechanical
systems/construction; health/nutrition and natural and organic
products; and supply chain. Founded in 1892, Penton produces
market-focused magazines, trade shows, conferences and online
media, and provides a broad range of custom media and direct
marketing


PG&E NAT'L: Court Allows USGen to Reject Bio Energy Power Pact
--------------------------------------------------------------
USGen New England, Inc., is contractually obligated to purchase
power from several third party power suppliers pursuant to
separate power purchase agreements.  Upon review and analysis of
USGen's various obligations under four identified PPAs, James G.
Utt, USGen's Vice President, concludes that the elimination of
the payment obligations under the Agreements will alleviate
significant economic burdens on USGen and its estate, as USGen
will avoid incurring significant administrative costs associated
with the PPAs.  Mr. Utt states that the PPAs have above-market
costs and are not needed for USGen to fulfill its obligations.

The four PPAs are:

A. Pontook

   USGen is a party to a July 26, 1985 agreement, as amended,
   with Pontook Operating Limited Partnership, successor-in-
   interest to Pontook Hydro Limited Partnership, pursuant to
   which USGen is obligated to purchase the net capability and
   the net electric output of the Facility through January 31,
   2017.  USGen's monthly payments for the quantities of
   electricity delivered under the Pontook PPA are determined
   using a price in cents per kilowatt-hour, which is calculated
   by inserting a fixed price per kilowatt-hour into a pricing
   formula set forth in the Pontook PPA.

B. BIO Energy

   USGen is a party to a May 20, 1991 agreement with BIO Energy
   Partners, successor-in-interest to Waste Management of New
   Hampshire, Inc., including Schedules A, B and C, as amended,
   as of March 27, 1996, pursuant to which USGen is obligated to
   purchase the Net Capability and the Net Electric Output of the
   Facility through February 28, 2009.  USGen's monthly payments
   for the quantities of electricity delivered under the BIO
   Energy PPA are determined using a price in cents per kilowatt-
   hour delivered during On-Peak Periods and Off-Peak Periods,
   which is calculated by inserting a fixed price per kilowatt-
   hour into a pricing formula set forth in the BIO Energy PPA.

C. Mascoma Hydro

   USGen is a party to a November 14, 1986 agreement with Mascoma
   Hydro Corporation, pursuant to which USGen purchases the Net
   Capability and the Net Electric Output of the Facility through
   January 31, 2029.  USGen's monthly payments for quantities of
   electricity delivered under the Mascoma Hydro PPA are
   determined using a price in cents per kilowatt-hour delivered
   during On-Peak Periods and Off-Peak Periods, which is
   calculated by inserting a fixed price per kilowatt-hour into a
   pricing formula set forth in the Mascoma Hydro PPA.

D. Barre Landfill

   USGen is a party to a September 7, 1994 agreement, as amended,
   with Barre Energy Partners, LP, successor-in-interest to
   Phillips Energy, Inc., pursuant to which USGen purchases the
   Net Capability and the Net Electric Output of the Facility
   through July 2, 2011.  USGen's monthly payments for quantities
   of electricity delivered under the Barre Landfill PPA are
   determined using a price in cents per kilowatt-hour delivered
   during On-Peak Periods and Off-Peak Periods, which is
   calculated by inserting a fixed price per kilowatt-hour into a
   pricing formula set forth in the Barre Landfill PPA.

Accordingly, USGen seeks the Court's authority to reject the four
PPAs together with these various ancillary agreements:

   (a) Pontook PPA:

       -- Collateral Assignment of Licenses and Agreements, dated
          September 9, 1988, between USGen, as successor-in-
          interest to New England Power Company, and Pontook
          Operating Limited;

       -- Mortgage Agreement, dated as of September 23, 1988,
          between USGen, as successor-in-interest to New England
          Power Company, and Pontook Hydro Limited; and

       -- Recognition Agreement, dated November 1, 2000, among
          USGen, Pontook Operating Limited and Hafslund USA Inc.;

   (b) BIO Energy PPA:

       -- Consent to Assignment, Assignment, and Release
          Agreement, dated December 1, 1999, among New England
          Power Company, USGen, BIO Energy Partners, Waste
          Management of North America, Inc., and Waste Management
          of New Hampshire;

   (c) Mascoma Hydro PPA:

       -- Consent to Assignment, Assignment, and Release
          Agreement, dated January 1, 2001, among New England
          Power Company, USGen, Mascoma, and Key Bank National
          Association;

       -- Leasehold Mortgage, dated as of December 14, 1988, by
          and between Mascoma and USGen, as successor-in-interest
          to New England Power Company;

       -- Security Agreement, dated as of December 14, 1988, by
          and between Mascoma and USGen, as successor-in-interest
          to New England Power Company; and

       -- Assignment Agreement with Consent to Assignment, dated
          as of September 10, 1996, among Mascoma, USGen, as
          successor-in-interest to New England Power Company, and
          Key Bank; and

   (d) Barre Landfill PPA:

       -- Consent to Assignment, Assignment, and Release
          Agreement, dated December 1, 1999, among New England
          Power Company, USGen, Barre and Zahren Alternative
          Power Company; and

       -- Consent to Assignment and Agreement, dated December 31,
          1999, among USGen, Barre, The Chase Manhattan Bank.

Craig A. Damast, Esq., at Blank Rome LLP, in New York, tells the
Court that the PPAs are contracts between wholesale energy
dealers.  USGen, as power purchaser, wants to cease purchasing
power under the PPAs.  The PPAs entered into by USGen neither
involve sales of power to traditional public utilities that serve
retail load, nor does it involve a request by a power seller to
cease selling power to traditional public utilities that serve
retail load.

"The rejection of the PPAs does not adversely affect the retail
customers of the power purchaser, a traditional public utility,"
Mr. Damast says.

                          *    *    *

Judge Mannes authorizes USGen to reject its Power Purchase
Agreement with BIO Energy Partners, including Schedules A, B and
C.  USGen is deemed to have relinquished possession of any
property that is subject of the BIO Energy PPA and will make the
property available for pick up by BIO Energy.

USGen has entered into stipulations with the other third party
power suppliers with respect to the PPAs. (PG&E National
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


PHOTONEX CORP: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: PhotonEx Corporation
             200 MetroWest Technology Drive
             Maynard, Massachusetts 01754

Bankruptcy Case No.: 03-13429

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        AXE, Inc.                                  03-13430
        PhotonEx Securities Corporation            03-13431

Type of Business: The Debtor is a developer of 40 Gb/s and faster
                  smart photonic systems for long haul and ultra
                  long haul networks.

Chapter 11 Petition Date: November 7, 2003

Court: District of Delaware

Debtors' Counsel: Matthew Barry Lunn, Esq.
                  Joel A. Walte, Esq.
                  Young Conaway Stargatt & Taylor LLP
                  The Brandywine Building, 17th Floor
                  1000 West Street
                  PO Box 391
                  Wilmington, DE 19899
                  Tel: 302-571-6600

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

A. PhotonEx Corporation's 4 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Cedar Boulevard Lease       Equipment Financing     $1,047,229
Funding LLC
9 W. 57th Street
New York, NY 10019
Tel: 312-904-2000
Fax: 312-904-2579

IOS Capital                 Equipment Lease             $1,326
PO Box 41564
Philadelphia, PA 19101-1564
Tel: 478-471-2300

Pinnacle Properties         Lease
Mgmt., LLC

129 Parker St.              Lease

B. AXE, Inc.'s 2 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Cedar Blvd. Leasing         Equipment Lease         $1,047,229
As assignee of Comdisco     Guranty
ABN AMRO/LaSalle Bank-CDO
Trust Svcs
135 S. LaSalle St.,
Suite 1625
Chicago, IL 60603

PhotonEx Corporation        Intercompany Eng'g         Unknown
                             Services


PILLOWTEX: Court Approves Modified Key Employee Retention Program
-----------------------------------------------------------------
Pursuant to Sections 105(a) and 363(b) of the Bankruptcy Code,
the Pillowtex Debtors sought and obtained Court approval for a key
employee retention and incentive program to encourage the
retention of certain of the salaried Continuing Employees, whom
the Debtors believe are essential to the efficient administration
of the estates and the Debtors' efforts to maximize distribution
to their creditors.  However, Judge Walsh made these
modifications:

A. Retention Awards

   The Committee will not make payments for Retention Awards in
   excess of $2,540,978 in the aggregate.

   A participant will not be entitled to any Retention Award if
   the Participant, in connection with a sale of the Company's
   assets or business, receives an offer of employment from an
   acquirer of all or part of the Company's assets or business,
   which offer is comparable to or better than the salary,
   benefits and level of corporate responsibility that
   participant enjoyed immediately prior to the Petition Date.
   An employment offer, which required the participant to
   relocate more than 50 miles from the location of his or her
   employment with the Company, will not be deemed to be a
   comparable offer of employment unless a participant accepts
   the offer.

B. Incentive Award

   In no event will the Committee make payments in excess of
   $287,463 in the aggregate.

C. Variable Awards

   The allocation to the Variable Pool will be based on this
   table:

      Net Proceed Amount            Allocated Amount
      ------------------            ----------------
      Less than $96,500,000               $0

      Exceeds $96,500,000 but     5% of Net Proceed Amount
      less than $101,500,000         over $96,500,000

      Equals or Exceeds           6% of Net Proceed Amount
      $101,500,000 but less          over $101,500,000
      than $106,500,000

      Exceeds $106,500,000        7% of Net Proceed Amount
                                     over $106,500,000

   Unless and until aggregate Net Proceed Amounts exceed
   $96,500,000, no payments or distributions will be made for any
   Variable Participant's Variable Award.

D. Status Reports

   The Debtors will provide the Creditors' Committee with a
   summary setting forth:

      (a) the amounts of any and all payments made in respect of
          Retention Awards, Incentive Awards and Variable Awards
          under the Plan; and

      (b) the names of the Participant recipients of any of the
          Awards.

E. Jurisdiction

   Each Participant in the Plan will be deemed to have consented
   to and be subject to the sole and exclusive jurisdiction of
   the Bankruptcy Court.  In connection with this, any and all
   disputes that may arise with respect to or relating to the
   Plan, including, without limitation, any dispute concerning a
   Participant's eligibility to receive any Retention Award,
   Incentive Award and Variable Award will be determined and
   adjudicated by the Bankruptcy Court. (Pillowtex Bankruptcy
   News, Issue No. 54; Bankruptcy Creditors' Service, Inc.,
   609/392-0900)


PITTSBURGH, PENNA.: Group Wants to Keep City Out of Bankruptcy
--------------------------------------------------------------
Thursday last week, the Pittsburgh Urban Magnet Project, an
influential group of 700+ young and young-thinking people who live
and work in the Pittsburgh region, has launched Citizens to Save
Our Community, a grassroots organization whose mission is to drive
support for a plan developed by The Pittsburgh Financial
Leadership Committee to avert the city's slide into bankruptcy.
This Committee was co-chaired by Elsie Hillman and David Roderick.

"The members of PUMP represent the demographic that has perhaps
the biggest stake in how our City's fiscal crisis is handled.
Few young people will stay in a bankrupt city, and even fewer will
relocate to live and work in a bankrupt city," said Matt Burger,
President of PUMP's Board of Directors. "PUMP believes that the
solution put forth by the Pittsburgh Financial Leadership
Committee empowers all of us - residents of the city and the
suburbs -- to take ownership of the City of Pittsburgh's future.
This plan is fair and will allow us to avoid the more painful
consequences of bankruptcy. Today, we are launching Citizens to
Save Our Community, a grassroots organization that will help drive
support for this plan and encourage diverse groups of people to
join our efforts."

Citizens to Save Our Community has launched an addition to Pump's
website at www.pump.org specifically devoted to support for the
plan. The page allows users to communicate directly with the
Allegheny County legislative delegation about community efforts to
avoid bankruptcy and hosts background information about the Save
our Community solution.

"Having studied this issue and put forth our recommendations, The
Pittsburgh Financial Leadership Committee is heartened that it is
being embraced by a broader community organization that will help
drive this plan forward and communicate with our legislators,"
said Elsie Hillman, co-chair of the Pittsburgh Financial
Leadership Committee. "Citizens to Save Our Community is the voice
of our future, recognizing that we must set politics and personal
agendas aside and fix the core of this problem for the long-term.
We have only weeks to take significant action."

"With a balanced three-pronged approach, this plan offers a strong
oversight committee, significant expense reductions and new
revenues," said Mike English, Executive Director of Pump. "It
shares the burden across businesses, non-profit organizations,
workers, visitors, and city residents. Most importantly, this
solution understands that the entire region is bound together
economically. PUMP calls on all who enjoy what the City has to
offer to make their voices heard. By joining our organization
online, they have a place to do that quickly, as time is of the
essence," he added. For further information about Citizens to Save
Our Community and its plan, visit http://www.pump.org

PUMP is a non-profit organization that advances issues affecting
young and young-thinking people in Pittsburgh, making the region a
more dynamic, engaging, and diverse place to live. PUMP seeks to
attract and retain young people, promote the political voice of
young people, and implement exciting social ventures. PUMP is a
force to drive change in the Pittsburgh region.


PROMEDCO: Physician Ordered to Surrender Life Insurance Policy
--------------------------------------------------------------
ProMedCo is a physician practice management company that, with its
affiliates, acquired medical practices throughout the United
States.  In 1997, ProMedCo-SW, a subsidiary of ProMedCo, acquired
the assets of Naples Medical Center, P.A. (NMC), a physician group
in Naples, Florida.  As part of the consideration for the
acquisition, ProMedCo-SW funded premiums for split-dollar life
insurance policies for NMC physicians, including the appellant in
this case, Dr. David Buser.  The physicians in the NMC group each
agreed that if they terminated their employment with NMC within
five years, they would surrender their split-dollar policies to
ProMedCo-SW.

In late 2000 and early 2001, ProMedCo and their various related
entities filed voluntary petitions for relief under Chapter 11of
the United States Bankruptcy Code.  And on May 16, 2001, NMC filed
an adversary proceeding (No. 01-4052) against ProMedCo-SW and its
parent company ProMedCo, seeking damages and a declaratory
judgment terminating its management services agreement with
ProMedCo-SW.  The case was brought in the U.S. Bankruptcy Court
for the Northern District of Texas, Fort Worth Division, the
Honorable Barbara Houser presiding.

Thereupon, ProMedCo and ProMedCo-SW filed an answer and
counterclaims against NMC and numerous individual physicians,
including appellant David P. Buser, M.D.  All the claims were
settled or otherwise disposed of except the counterclaims against
Dr. Buser and one other physician.  The latter physician did not
file an answer and a default judgment was entered as to the claims
against him.  Those claims were filed in the Bankruptcy Court,
which issued a memorandum opinion on November 20, 2002.

The Bankruptcy Court Opinion held that appellant Dr. David Buser
had voluntarily terminated his employment with NMC and that,
therefore, ProMedCo-SW (which had acquired the assets of NMC and
had an agreement with the physicians, as indicated above, for
surrender of life insurance policies if employment was terminated
before lapse of five years from date of the acquisition) was
entitled to recover the full cash surrender value of the insurance
policy at issue, any monies remaining in the premium escrow
account, plus pre-judgment interest.

The bankruptcy judge signed a final judgment, which was entered
January 16, 2003.  The bankruptcy judge, by order signed March 4,
2003, denied appellant's motion to alter or amend the final
judgment.  Appellant Dr. Buser appealed from the final judgment.

Dr. Buser's appeal came before the U.S. District Court, in the
Northern Division of Texas, Fort Worth Division (In re: PROMEDCO
OF LAS CRUCES, INC., et al, Debtors.  David P. Buser, M.D.,
Appellant, v. PROMEDCO MANAGEMENT COMPANY, et al., Appellees.  No.
4:03-CV-633-A), Justice McBryde presiding.

Dr. Buser brought four issues to the District Court on appeal:

     (1) whether the bankruptcy court erred in enforcing
         appellant's employment agreement and split-dollar
         agreement without addressing prior breaches of these
         contracts;

     (2) whether the bankruptcy court erred in finding that
         appellant voluntarily terminated his employment;

     (3) whether the bankruptcy court erred in failing to apply
         express contract language protecting appellant's rights
         in the split-dollar agreement in the event of an alleged
         contract breach; and

     (4) whether the bankruptcy court erred in awarding
         prejudgment interest under Florida law.

To the extent that the appeal presents questions of law, the
bankruptcy court's judgment is subject to de novo review.
Findings of fact will not be set aside, however, unless they are
clearly erroneous.  Justice McBryde explains that a finding is
clearly erroneous, although there is evidence to support it, when
the reviewing court on the entire evidence is left with a definite
and firm conviction that a mistake has been committed.

     A. Breaches of Contract Were Insignificant

Concerning the first issue on appeal, Justice McBryde says that
the contention by Dr. Buser that the bankruptcy court simply
ignored alleged prior breaches of the employment contract was not
accurate.  Justice McBryde sees two breaches of the employment
contract by NMC, which the Bankruptcy Court described in its
opinion.  And Justice McBryde notes that the Bankruptcy Court
found that the evidence did not support the conclusion that
appellant considered these breaches serious; that appellant did
not contend that he was released from his obligations under any
agreement by virtue of NMC's breach of such agreement.

     B. Dr. Buser's Termination Was Voluntary

Concerning the second issue on appeal, whether the Bankruptcy
Court erred in finding that appellant voluntarily terminated his
employment, Justice McBryde lays out in his opinion the facts that
were found by the Bankruptcy Court; namely, that while the head of
the obstetrics group, Dr. Thompson, had told Dr. Buser to remove
his belongings from NMC and leave NMC property, Dr. Buser was told
by Dr. Buysee,  president of NMC, whom Dr. Buser called on the
telephone, that he should simply remove his property to NMC-North
while the apparent dispute was resolved.  Dr. Buser also contacted
his attorney who, after reading the physician's employment
agreement, assured him that Dr. Thompson was not authorized
to fire him and that he remained an employee of NMC.

However, at a Naples Board meeting, at which Dr. Thompson, Dr.
Buser and his counsel, and Dr. Buysee were present in an effort to
resolve the dispute, Dr. Buser's counsel said at conclusion of the
meeting that Dr. Buser did not consider continuing employment to
be a satisfactory resolution of the dispute.

The Bankruptcy Court opinion set forth well documented evidence in
its memorandum opinion that the NMC Board accepted Dr. Buser's
position that continuing his employment would not be a
satisfactory resolution.

Appellant failed to show that any of the Bankruptcy Court's
findings were clearly erroneous, Justice McBryde writes; appellant
failed to prove, for example, that he was constructively
discharged.

     C. Interpreting the Contract

Concerning the third issue on appeal, appellant argued that the
Bankruptcy Court erred in failing to apply express contract
language protecting  appellant's rights in the split-dollar
agreement in the event of an alleged contract breach.  In essence,
Dr. Buser argued that appellees are not entitled to any recovery
until appellant has exhausted his appeal rights.   However, the
plain language of Dr. Buser's collateral assignment agreement
provides only that ProMedCo-SW may not surrender the policy until
appellant's appeal right have expired. Nothing prevents the
bankruptcy court from declaring that ProMedCo-SW is entitled to
the split-dollar policy.

     D. No Prejudgment Interest

Finally, concerning the fourth issue on appeal, appellant argues
that the bankruptcy court erred in awarding prejudgment interest
under Florida law.  Appellees argue that this ground has been
waived as it was not raised until after the bankruptcy court
rendered judgment against Dr. Buser.  Justice McBryde says he's
not inclined to find waiver under those circumstances, especially
since there is no demand for prejudgment interest in appellees'
answer and counterclaims.  Therefore, Justice McBryde said the
court was not persuaded that appellees met their burden of
demonstrating entitlement to prejudgment interest under Florida
law.  The final judgment does not award any monetary damages in
favor of appellees and against appellant.  Therefore, there is no
recovery to which prejudgment or post-judgment interest could
attach.

The Court orders, for all the reasons discussed in the Opinion,
that, except as to prejudgment interest, the rulings of the
Bankruptcy Court are affirmed.  The District Court orders that the
Bankruptcy Court's ruling that appellees were entitled to recover
prejudgment interest is reversed.


REDBACK NETWORKS: Files Prepackaged Chapter 11 Plan in Delaware
---------------------------------------------------------------
Redback Networks Inc., filed its Prepackaged Plan of
Reorganization with the U.S. Bankruptcy Court for the District of
Delaware.  Full-text copy of the Debtor's Plan is available for a
fee at:

  http://www.researcharchives.com/bin/download?id=031104025626

The Plan groups the claims and interests against the estates
according to their treatment and distribution:

Class Description           Impairment/Treatment
----- -----------           --------------------
   1  Other Priority Claims Unimpaired; Shall be reinstated on
                            the Effective Date

   2  Secured Reimbursement Unimpaired; At the option of the
      Claims                Debtor be (I) paid in cash, (ii)
                            satisfied by the Debtor's surrender
                            of the Collateral, or (iii) offset
                            against, and to the extent of
                            Debtor's claims against the holder
                            of the Claim

   3  Other Secured Claims  Unimpaired; At the option of the
                            Debtor be (i) reinstated, (ii) paid
                            in cash, (ii) satisfied by the
                            Debtor's surrender of the
                            Collateral, or (iii) offset against,
                            and to the extent of Debtor's claims
                            against the holder of the Claim

   4  Unassumed Unsecured   Impaired; Will receive, as soon as
      Claims                practicable, their respective Class
  4.1 Subordinated Note     4 Stock Allocations, in full
      Claims                satisfaction of their Claims
  4.2 Lease Claims
  4.3 Miscellaneous Impaired
      Claims
  4.4 Uninsured Litigation
      Claims

   5  Jabil Claims          Impaired; Will either (i) be
                            redocumented by a mutual agreement
                            between the Debtor and , or (ii)
                            shall be treated as Class 6.1

   6  Assumed Unsecured     Unimpaired
      Claims
  6.1 Critical Vendor       Shall be reinstated on the Effective
      Relationship Claims   Date
  6.2 Insured Litigation    Will be paid out of the proceeds of
      Claims                the applicable insurance policies

   7  Redback Preferred     Unimpaired; Will be retained on the
      Tock Interests        Effective Date

   8  Old Redback Common    Impaired; Holders may exercise their
      Stock Related         warrants and options at any time up
      Interest              to the end of the Exercise Period by
  8.1 Old Redback Common    notice to the Debtor received not
      Stock Interests       later than 5:00 p.m.
  8.2 Above Market Warrant
      Interests
  8.3 Above Market Option
      Interests

   9  Below Market Warrant  Impaired; Shall be cancelled on the
      Interests             Effective

  10  Below Market Option   Impaired; Shall be cancelled on the
      Interests             Effective

  11  Securities Litigation Unimpaired; If any claim exceeds the
      Claims                available insurance proceeds or is
                            uninsured, such portion shall be
                            treated in the parity of the Class 8
                            Interests

  12  Employment Related    Impaired; If any portion exceeds the
      Litigation Claims     proceeds of applicable valid and
                            enforceable insurance policy, the
                            holder of such Allowed Uninsured
                            Employment Related Litigation Claims
                            shall be paid in cash equal to its
                            Class 12 Allocation

Headquartered in San Jose, California, Redback Networks, Inc. is a
leading provider of advanced telecommunications networking
equipment. The Company filed for chapter 11 protection on November
3, 2003 (Bankr. Del. Case No. 03-13359). Bruce Grohsgal, Esq.,
Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub P.C., and G. Larry Engel, Esq., Jonathan N.P.
Gilliland, Esq., at Morgan Lewis & Bockius, LLP represent the
Debtor in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed $591,675,000 in total
assets and $652,869,000 in total debts.


ROHN INDUSTRIES: Tapping Sonnenchein Nath as Tax-Related Counsel
----------------------------------------------------------------
Rohn Industries, Inc., and its debtor-affiliates are asking
permission from the U.S. Bankruptcy Court for the Southern
District of Indiana to employ Sonnenchein Nath & Rosenthal LLP as
Special Counsel to handle tax and tax-qualification issues.

Katharina E. Babich, Esq., whose hourly rate is $380 per hour will
lead the engagement.  Ms. Babich adds that the normal billing
rates of professionals employed by Sonnenschein Nath ranges from:

     associates and of counsel   $190 - $360 per hour
     partners                    $380 - $525 per hour

Sonnenschein Nath will:

     a) represent the Debtors in connection with tax and tax-
        qualification issues related to the Debtors' defined
        benefit pension plan, including negotiating with the IRS
        concerning matters related to the Debtors' pending
        application to the IRS for a determination that the
        Debtors' defined benefit pension plan continues to be
        tax qualified and preparing any necessary revisions or
        amendments to the plan or its related trust required by
        the IRS as a condition of making a favorable
        determination; and

     b) perform any other legal services as special counsel for
        the Debtors that may be required by the Debtors or the
        Bankruptcy Court.

Headquartered in Frankfort, Indiana, Rohn Industries, Inc.
manufactures and installs infrastructure components for the
telecommunications industry.  The Company files for chapter 11
protection on September 16, 2003 (Bankr. S.D. Ind. Case No. 03-
17287).  Henry Efroymson, Esq., at Ice Miller Donadio & Ryan
represents the Debtors in their restructuring office.  When the
Company filed for protection from its creditors, it listed
$22,576,661 in total assets and $27,833,458 in total debts.


SEQUA CORP: Closes Sale of Assets to GenCorp Inc. Unit
------------------------------------------------------
On October 17, 2003, Sequa Corporation, through its Atlantic
Research Corporation subsidiary, completed the sale of
substantially all of the assets -- including the shares of ARC UK
Limited -- and certain of the liabilities related to the
propulsion business of ARC (collectively referred to as the ARC
propulsion business).  The sale to GenCorp Inc.'s Aerojet-General
Corporation subsidiary was pursuant to an agreement entered into
by ARC on May 2, 2003.  ARC received $133,000,000 in cash subject
to certain adjustments.  The proceeds will contribute to
management's objective of strengthening Sequa's financial
position.  ARC Automotive, Sequa's automotive airbag inflator
operation, was not included in the sale to Aerojet.  Aerojet has
entered into a long-term supply contract and license agreement to
provide propellant and propellant development to ARC Automotive.

The ARC propulsion business employed approximately 900 employees
primarily in the United States and was a leading developer and
manufacturer of advanced solid rocket propulsion systems, gas
generators and auxiliary rocket motors, and engaged in research
and development relating to new rocket propellants.  For the
military contract market, the ARC propulsion business produced
systems primarily for tactical weapons.  For space applications,
the ARC propulsion business produced small liquid fuel rocket
engines designed to provide attitude and orbit control for a
number of satellite systems worldwide.

As reported in Troubled Company Reporter's June 05, 2003 edition,
Fitch Ratings downgraded the existing senior unsecured debt of
Sequa Corporation to 'B+' from 'BB-' and assigned a rating of
'B+' to SQA's $100 million senior unsecured notes that are
expected to close on June 5, 2003. Fitch has also revised the
Rating Outlook to Stable from Negative.


SK GLOBAL: SK Group Units Protects SK Corp. from Takeover
---------------------------------------------------------
SK Group units increased their combined stake in SK Corp. to
15.9% to protect their affiliate from any takeover.  The move
surpassed Sovereign Asset Management Ltd., a Monaco-based fund,
which used to hold the largest stake of SK Corp.

Sangim Han of Bloomberg News reports that SK Corp. Chairman Chey
Tae Won, SK Chemicals Co. and two other companies bought 2.47% of
SK Corp., bringing their stake to 15.93%.  Sovereign Asset
Management holds 14.99%. (SK Global Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


STELCO HAMILTON: Commencing Workforce Reductions on November 22
---------------------------------------------------------------
Stelco Hamilton announced that it is temporarily laying off about
150 hourly employees effective November 22, 2003.

This is a step in respect to streamlining the organizational
structure of the Corporation as referenced in the August 27, 2003
overall strategic review announcement.

A number of the layoffs result from the elimination of modified
work initiatives, which are not required for the operation of the
Corporation.

All affected employees receiving layoff notices will be entitled
to all contractual rights under the Basic Agreement to pursue
other employment opportunities in the workplace, based on
seniority, ability to perform the work, and physical fitness.

The Corporation will provide payments from the supplementary
unemployment fund and extend group health benefits to those laid
off.

Further reductions at all levels will take place as the
Corporation continues to reorganize and streamline its workforce.

Stelco Inc. is Canada's largest and most diversified steel
producer. Stelco is involved in all major segments of the steel
industry through its integrated steel business, mini-mills, and
manufactured products businesses. Stelco has a presence in six
Canadian provinces and two states of the United States.
Consolidated net sales in 2002 were $2.8 billion.

                          *   *   *

Standard & Poor's Ratings Services said it lowered the long-term
corporate credit rating on integrated steel producer Stelco Inc.
to 'B-' from 'B'. At the same time, the senior unsecured debt
ratings on Stelco were lowered to 'CCC+', and the ratings on the
subordinated notes were lowered to 'CCC'. The ratings remain on
CreditWatch with negative implications.

"The ratings were lowered due to the company's liquidity position,
which declined a further C$26 million in third-quarter 2003," said
Standard & Poor's credit analyst Donald Marleau. This is
compounded by a deteriorating competitive position and
increasingly limited options to stabilize its finances. Stelco
will require significant changes in its cost structure to ensure
its viability, particularly as several major steel producers in
North America have restructured their operations and improved
their cost profiles. At the end of third-quarter 2003, the
company might only have liquidity to sustain its operations
through mid to late 2004. The company is not in violation of any
covenants that would result in loans being called.


TEEKAY SHIPPING: Cancels $58 Million of 8.32% Mortgage Notes
------------------------------------------------------------
Teekay Shipping Corporation (NYSE:TK) has cancelled $57.8 million
of its 8.32% First Preferred Ship Mortgage Notes, which previously
had been outstanding, although held by the Company.

This effectively satisfies all of the 2008 and a portion of the
2007 sinking fund payments related to the Notes. Following the
cancellation, approximately $167.2 million of the 8.32% Notes
remain outstanding.

The Company may repurchase additional 8.32% Notes from time to
time in accordance with applicable laws, regulations and stock
exchange requirements. On February 2, 2004, the Company will use
cash to satisfy a $45 million sinking fund payment applicable to
the Notes. This payment will retire the Notes at their face value.

Teekay (S&P, BB+ Corporate Credit Rating, Stable Outlook) is the
leading provider of international crude oil and petroleum product
transportation services, transporting more than 10 percent of the
world's sea-borne oil. With offices in 12 countries, Teekay
employs more than 4,200 seagoing and shore-based staff around the
world. The Company has earned a reputation for safety and
excellence in providing transportation services to major oil
companies, oil traders and government agencies worldwide.

Teekay's common stock is listed on the New York Stock Exchange
where it trades under the symbol "TK".


TEKNI-PLEX: S&P Rates Proposed $200MM Second-Priority Notes B-
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
flexible packaging maker Tekni-Plex Inc.'s proposed $200 million
second-priority senior secured notes due 2013. The outlook is
stable.

Proceeds will be used to pay down a portion of the company's term
loans and revolving credit facility, and for fees and expenses.
Standard & Poor's also affirmed its 'B+' corporate credit rating
on the Coppell, Texas-based company. Total debt outstanding was
$729 million at June 30, 2003.

"The rating on the proposed notes is two notches below the
corporate credit rating, to reflect the notes' second-priority
claim on assets that have been pledged to bank lenders on a
priority basis," said Standard & Poor's credit analyst Liley
Mehta. In a default scenario, Standard & Poor's would expect the
residual value of distressed assets to provide only a measure of
protection to second-priority note holders after providing for
substantial recovery of the company's still-substantial priority
obligations.

The ratings on Tekni-Plex reflect its very aggressive financial
profile, sub-par credit measures and limited financial
flexibility, which overshadow the firm's below-average business
position that incorporates its solid market positions in
relatively stable niche markets. With annual revenues of about
$610 million, Tekni-Plex produces a variety of packaging,
products, and materials for the consumer products, health care,
and food packaging industries. The company enjoys a leadership
position (with an estimated 75% share) in the U.S. garden hose
market, although revenues are highly seasonal and vulnerable to
weather conditions. Barriers to entry include solid market shares
in the garden hose, medical (pharmaceutical blister packaging and
closure liners, medical tubing, and device materials) and food
packaging (foam polystyrene cartons and trays for poultry and
meat) segments, a business mix that includes some highly
specialized products, and innovative technologies.

The company also benefits from relatively low customer
concentration, and the consumer-oriented nature of its end
markets, which provide a measure of stability to operating
results. Still, offsetting factors include its limited scale of
operations and some exposure to fluctuations in raw material
prices, namely plastic resins. Historically, the company has been
able to pass-through raw material price changes to customers with
a few months' time lag, except in the garden hose segment, where
prices are negotiated annually. Volumes and earnings growth in the
garden hose segment were adversely affected by drought conditions
on the East coast in 2002, and were affected by unusually wet
spring and summer weather in the fourth quarter of 2003. As a
result, the company's operating results in fiscal 2003 remained
flat over the previous year, and were below expectations. Tekni-
Plex's pharmaceutical blister packaging segment has long-term
growth opportunities, although it is considerably dependent on new
product introductions and the product pipeline of pharmaceutical
companies.


TERAYON COMM: Plans to Raise $75 Million from Shares Offering
-------------------------------------------------------------
Terayon Communication Systems, Inc. (Nasdaq: TERN), a leading
innovator of intelligent broadband access, intends to offer a
number of shares of its common stock that will result in gross
proceeds of $75.0 million.

Based on the last reported sales price of the Company's common
stock on The Nasdaq National Market on November 5, 2003, this
would result in the issuance of approximately 10,800,000 shares.
The Company also intends to grant to the underwriters an option to
purchase an additional 15% of the shares sold to cover over-
allotment of shares, if any.

The shares will be offered in a public offering under the shelf
registration statement that was filed with the Securities and
Exchange Commission on October 7, 2003, and amended on November 4,
2003, and has since been declared effective. The Company intends
to use the net proceeds of the offering for general corporate
purposes.

JPMorgan will act as sole book-running manager for the offering,
together with CIBC World Markets, Needham & Company, Inc. and
Merriman Curhan Ford & Co. as co-managing underwriters.

The common stock offering may be made only by means of a
prospectus and related prospectus supplement. A preliminary
prospectus supplement relating to the offering will be filed with
the SEC and will be available on the SEC's Web site at
http://www.sec.gov  Printed copies of the prospectus supplement
related to the offering may also be obtained, when available, from
the Prospectus Department of JPMorgan at 277 Park Avenue, New
York, NY 10172.

Terayon Communication Systems, Inc. (S&P, B- Corporate Credit and
CCC Subordinated Debt Ratings, Negative) provides innovative
broadband systems and solutions for the delivery of advanced,
carrier-class voice, data and video services that are deployed by
the world's leading cable television operators. Terayon,
headquartered in Santa Clara, California, has sales and support
offices worldwide, and is traded on the NASDAQ under the symbol
TERN. Terayon is on the Web at http://www.terayon.com


TIAA REAL ESTATE: S&P Takes Rating Actions on 2003-1 Notes
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to TIAA
Real Estate CDO 2003-1 Ltd./TIAA Real Estate 2003-1 Corp.'s $300
million notes and preferred equity.

TIAA Real Estate CDO 2003-1 Ltd./TIAA Real Estate 2003-1 Corp. is
a CBO backed primarily by REIT and CMBS bonds.

     The ratings are based on the following:

     -- Adequate credit support provided in the form of
        overcollateralization, subordination, and excess spread;

     -- Characteristics of the underlying collateral pool,
        consisting primarily of REIT and CMBS bonds;

     -- Put agreement with AIG Financial Products Corp. for the
        benefit of class A-1 MM that allows class A-1 MM to be
        rated 'A-1+';

     -- Hedge agreements entered into with an appropriately rated
        counterparty to mitigate the interest rate risk created by
        having mainly fixed-rate assets and floating-rate
        liabilities;

     -- Scenario default rates of 28.80% for class A-1 MM, 21.77%
        for classes B-1 and B-2, 16.31 for classes C-1 and C-2,
        12.56% for class D, 5.86% for class E, and 5.10% for
        preferred equity; and break-even loss rates of 32.21% for
        class A-1 MM, 25.19 for classes B-1 and B-2, 20.08% for
        classes C-1 and C-2, 13.51% for class D, 6.48% for class
        E, and 5.19% for preferred equity;

     -- Weighted average rating of 'BBB+';

     -- Weighted average maturity for the portfolio of 7.016
        years;

     -- S&P default measure (DM) of 0.48%;

     -- S&P variability measure (VM) of 1.67%;

     -- S&P correlation measure (CM) of 2.12%; and

     -- Rated overcollateralization (ROC) of 116.38% for class A-
        1MM, 117.77% for classes B-1 and B-2, 108.97% for classes
        C-1 and C-2, 106.10% for class D, 104.10% for class E, and
        102.83% for preferred equity.

Interest on the class B-1, B-2, C-1, C-2, D, and E notes may be
deferred up until the legal final maturity of Dec. 28, 2038,
without causing a default under these obligations. The ratings on
the notes, therefore, address the ultimate payment of interest and
principal.

                       RATINGS ASSIGNED

TIAA Real Estate CDO 2003-1 Ltd./TIAA Real Estate 2003-1 Corp.

     Class              Rating          Amount ($ mil.)
     -----              ------          ---------------
     A-1 MM             AAA/A-1+                  222.0
     B-1                AA                         10.0
     B-2                AA                          2.0
     C-1                A-                         16.0
     C-2                A-                         14.0
     D                  BBB                        13.5
     E                  BB                         12.0
     Preferred equity   BB-                        10.5


TIAA REAL ESTATE: Fitch Assigns BB Rating to Class E Notes
----------------------------------------------------------
Fitch rates the classes of TIAA Real Estate CDO 2003-1 Ltd.'s and
TIAA Real Estate CDO 2003-1 Corp.'s Collateralized Debt
Obligations, Series 2003-1 as follows: the $222 million class A-
1MM 'AAA/F1+', the $10 million class B-1 'AA', the $2 million
class B-2 'AA', the $16 million class C-1 'A-', the $14 million
class C-2 'A-', the $13.5 million class D 'BBB', and the $12
million class E 'BB'. The ratings on the class A-1MM notes address
the timely payment of interest and ultimate repayment of
principal. The ratings on the class B-1, B-2, C-1, C-2, D and E
notes address the ultimate payment of interest and ultimate
repayment of principal. Fitch did not rate the $10.5 million of
preferred equity.

The ratings are based upon the capital structure of the
transaction, the quality of the collateral, the
overcollateralization and interest coverage tests provided for
within the Indenture, and the experience and capabilities of TIAA
Advisory Services, LLC, as the collateral manager.

Net proceeds from issuance are used to purchase a $300 million
pool of commercial mortgage-backed securities, REIT debt
securities and collateralized debt obligations. The collateral has
a Fitch weighted average rating factor of between 'BBB' and 'BBB-'
(WARF of 6.83). Each class of notes has a stated final maturity
date in December 2038, except for class A-1MM, which has a stated
final maturity date in December 2018. Quarterly payments to the
notes start in December 2003.


TOYS R US: Will Webcast Third-Quarter 2003 Results on Nov. 17
-------------------------------------------------------------
Toys "R" Us, Inc., (NYSE: TOY) will announce its third quarter
2003 results on Monday, November 17, 2003 and will webcast its
conference call at 10 a.m. (ET) that same day.

This call is being webcast by CCBN and can be accessed at the Toys
"R" Us Web site at http://www.toysrusinc.com Listeners should
click on "Investor Relations" and choose "TRU Webcasts."

Please visit the web site at least fifteen minutes prior to the
beginning of the call to register, download and install any
necessary audio software. For those who cannot listen to the live
broadcast, a replay will be available beginning approximately 30
minutes after the event through January 7, 2004.

A replay of the call will be available from November 17 at 2 p.m.
(ET) until November 21 at 8 p.m. (ET). You may access the replay
by dialing 888-203-1112. The reservation number is 759290.

Toys "R" Us is one of the world's leading retailers of toys,
children's apparel and baby products, currently sells merchandise
through 1,618 stores worldwide: 681 toy stores in the United
States; 562 international toy stores including licensed and
franchised stores; 189 Babies "R" Us stores; 146 Kids "R" Us
children's clothing stores; 36 Imaginarium stores; 4 Geoffrey
stores; and through Internet sites at http://www.toysrus.com
http://www.babiesrus.com http://www.imaginarium.comand
http://www.sportsrus.com

Toys "R" Us, Inc. recently completed its offering of $400 million
of fifteen-year bonds due October 15, 2018, rated BB+ by Standard
& Poor's with Stable Outlook.


TYCO INT'L: Fitch Gives $1 Billion Senior Debt Issue BB Rating
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to $1 billion of 10 year
notes to be issued by Tyco International Group S.A. and guaranteed
by Tyco International Ltd. The Rating Outlook is Stable.

Proceeds from the new issuance will be used to pay down existing
debt and serve to extend the average maturity of Tyco's
outstanding debt. Tyco is expected to replace or renegotiate its
364-day facility, currently $1.5 billion, which expires in January
2004.  A renewal or replacement would support short term liquidity
that will decline upon the completion of Tyco's outstanding tender
offer for $2.5 billion (cash purchase price offer) of LYONs (the
offer expires on November 17, 2003). After the repurchase of the
LYONs, Tyco's cash balance of $4.2 billion as of Sept. 30, 2003
would decline to approximately $1.7 billion on a pro forma basis
as of September 30. As there are no significant scheduled debt
maturities until the first quarter of fiscal 2005, the combination
of free cash flow and borrowing capacity under Tyco's bank
facilities should provide ample short term liquidity. Future debt
maturities will be relatively well distributed with maturities in
calendar 2004 and 2005 scheduled to be approximately $1.0 billion
(in the fourth calendar quarter) and $800 million, respectively.
Debt of $3.7 billion due in 2006 represents the largest amount due
in any single year and includes $2 billion outstanding under the
fully used bank revolver.

Further debt reduction is supported by stronger free cash flow of
$3.2 billion reported for the fiscal year ended Sept. 30, 2003 as
compared to $779 million in 2002. The increase reflects
substantial reductions in capital spending including expenditures
on the TyCom Global Network, purchases of dealer accounts, regular
capital expenditures across the rest of Tyco, and cash paid for
purchase and earn-out liabilities. These reductions in spending
provide much needed financial flexibility as Tyco addresses its
longer term goals for paying down debt, perhaps to around the $12
billion range, investing in organic growth and a modest level of
acquisitions, and compensating for low margins in certain
businesses, such as Engineered Products, until economic conditions
improve.

The ratings also reflect concerns about legal liabilities relating
to shareholder lawsuits and ongoing investigation by the SEC,
demonstrating full access to capital markets, completing the
resolution of Tyco's debt structure, and successfully executing
plans to realign and improve the company's operations. Fitch
believes Tyco is taking important and effective actions with
respect to these issues, a number of which were announced earlier
this week pertaining to restructuring and to the sale of TGN and
over 50 other low-margin or non-core businesses. Further
demonstration of the company's ability to reduce debt from
operating cash flow, as well as stabilization at ADT Security,
could result in a review of the rating in the relatively short
term. Debt/Capitalization was slightly over 44% at Sept. 30 after
$1.2 billion of charges in the fourth quarter, including $942
million for TGN, well below the maximum 52.5% allowed under bank
covenants. Fitch looks for Debt/EBITDA of 3.3 times at
Sept. 30, 2003 to trend down in 2004 as cash flow is used to
reduce debt.


TYCO INT'L: Prices $1-Billion Private Debt Offering
---------------------------------------------------
Tyco International Ltd. (NYSE: TYC, BSX: TYC, LSE: TYI) has agreed
to privately place $1 billion in debt securities due November 15,
2013 of its wholly-owned subsidiary, Tyco International Group S.A.
with a coupon of 6%, pursuant to Rule 144A and Regulation S of the
Securities Act.  The Company expects to use the proceeds from the
offering to pay-down outstanding debt under its $2 billion 5-year
revolving credit facility due February 2006 upon completing
negotiation of a replacement of the credit facilities.

The debt securities will not be registered under the Securities
Act of 1933.  Unless so registered, the debt securities may not be
offered or sold in the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state securities laws.  This press release shall not constitute an
offer to sell or a solicitation of an offer to buy, nor will there
be any sale of these debt securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws
of any such state or jurisdiction.

Tyco International Ltd. is a diversified manufacturing and service
company.  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.


TYCO: Commences Negotiations for New $2.5-Bill. Bank Facilities
---------------------------------------------------------------
Tyco International Ltd. (NYSE: TYC, BSX: TYC, LSE: TYI) began
negotiation of new bank credit facilities of $2.5 billion,
consisting of both a three-year and a 364-day revolving credit
facility.  The new facilities will replace the $1.5 billion
undrawn 364-day revolving credit facility, due to expire at the
end of January 2004, and the $2 billion drawn 5-year revolving
credit facility, due to expire in February 2006.

Tyco International Ltd., is a diversified manufacturing and
service company. Tyco operates in more than 100 countries and had
fiscal 2003 revenues from continuing operations of approximately
$37 billion.


UPC POLSKA: Final Voting Ballots Expected on November 24, 2003
--------------------------------------------------------------
On October 30, 2003, the United States Bankruptcy Court for the
Southern District of New York entered an order approving UPC
Polska, Inc.'s First Amended Disclosure Statement with respect to
the First Amended Chapter 11 Plan of Reorganization Jointly
Proposed by UPC Polska, Inc. and UPC Polska Finance, Inc. in
connection with the Company's pending case filed on July 7, 2003
under Chapter 11 of the United States Bankruptcy Code (Case No.03-
14358) and authorizing the Company to begin soliciting votes for
its proposed Chapter 11 plan of reorganization from creditors with
impaired claims which would receive distributions under such plan.

Holders of record of allowed claims against the Company as of
October 31, 2003 will be entitled to vote their claims with
respect to the Company's Chapter 11 plan of reorganization. The
Company expects to mail the approved disclosure statement and
related ballots on or before November 5, 2003. Final ballots for
voting on the Chapter 11 plan of reorganization are due by
5:00p.m. (New York City time) on November 24, 2003. The
confirmation hearing on the Chapter 11 plan of reorganization is
scheduled for December 3, 2003.


US AIRWAYS: Wants Court to Compel PBGC to Produce Documents
-----------------------------------------------------------
US Airways Group, Inc., asks the Court to compel the Pension
Benefit Guaranty Corporation to:

   (1) produce a privilege log that the PBGC has withheld in
       response to the Reorganized Debtors' First, Second and
       Third Document Production Requests;

   (2) produce the "agency administrative record" for the PBGC's
       valuation regulation;

   (3) produce unredacted documents responsive to document
       requests numbered 9 and 10 in the Reorganized Debtors'
       First Document Production Request; and

   (4) respond to Interrogatory No. 16, which seeks the identity
       of plans whose liabilities are included in "Claims for
       probable termination" in the PBGC's Statements of
       Financial Condition.

John Wm. Butler, Jr., Esq., tells Judge Mitchell that on
August 6, 2003, the Reorganized Debtors propounded their First
Set of Interrogatories Directed to the PBGC and their First
Request for Production of Documents.  On August 26, 2003, the
PBGC served its written responses.  On September 9, 2003, the
Reorganized Debtors propounded their Second Request for
Production of Documents and the PBGC responded on September 29,
2003.  On September 19, 2003, the Reorganized Debtors served
their Third Request for Production of Documents.  The PBGC served
its written response on October 9, 2003.

Mr. Butler informs the Court that the PBGC failed to produce a
privilege log for the documents it has withheld from the
Reorganized Debtors' First, Second, and Third Requests for
the Production of Documents.  Instead, the PBGC produced two
letters with cursory descriptions of some -- but not all -- of
the material withheld based on the attorney work product
privilege and the deliberative process privilege.

In response to the Requests, the PBGC objected and only produced
redacted versions of American Council of Life Insurer's surveys
that do not include the company identification codes for the
annuity insurance companies in the Survey.  These codes, in
combination with decoding information requested from ACLI, are
necessary to match Survey responses to insurance companies.
Thus, the information that the PBGC produced is incomplete and
inadequate for evaluating the interest rate assumptions and
valuation of its claim for unfunded benefit liabilities.

The identity of the annuity insurers in the Survey is important
because annuity insurers are not equal.  In fact, the annuity
insurers are rated by Weiss Ratings, Inc., and similar
organizations, according to the financial security that they
offer.  Some insurers are rated highly by Weiss, while other
insurers have received low ratings, indicating that they are not
safe and pose a greater risk than highly rated counterparts.

Mr. Butler says that the PBGC's correspondence does not satisfy
its obligations because:

   (a) it does not appear that the PBGC has described all the
       documents it has withheld; and

   (b) the descriptions are too cursory to allow the Reorganized
       Debtors to assess the PBGC's privilege claims.

Mr. Butler asserts that the PBGC has an obligation to produce a
privilege log so the Reorganized Debtors can evaluate the
assertions of privilege.  The PBGC should produce a privilege log
that contains, at a minimum, the identification of each document
withheld, the maker of the document, the date of the document,
the intended recipients, each person who received a copy, the
nature of the privilege asserted, and facts about the document to
test the assertion of the privilege.

Alternatively, the Debtors ask that the Court conduct an in-
camera review of the withheld material to determine if the PBGC
has properly withheld it from the Reorganized Debtors.

                          PBGC Responds

James J. Keightley, Esq., PBGC General Counsel, in Washington,
D.C., ascertains that the PBGC provided every single piece of
paper the Reorganized Debtors have requested about the Survey
with one exception -- the agency redacted the Company
Identification Codes from the Survey responses.  Mr. Keightley
tells the Court that the Reorganized Debtors have copies of the
actual documents the PBGC used to calculate the relevant interest
factors from the Surveys.  They have a detailed description of
this process in the agency's answer to their Interrogatory.  The
Debtors also exhaustively deposed Marc Ness, the PBGC actuary who
works with the Survey to calculate the interest factors.  In
addition, American Council of Life Insurer has offered the
Reorganized Debtors the ratings for all the Survey respondents
and their market share.  This information is more than
sufficient.

Mr. Keightley reminds the Court that what the Reorganized Debtors
are after -- the identity of the Survey respondents -- is
protected from disclosure.  Whether in the hands of the PBGC or
ACLI, this information constitutes "governmental matters that are
made confidential by statute or regulation" and is entitled to
protection under Rule 9018 of the Federal Rules of Bankruptcy
Procedure.  The information is collected exclusively for the
government.  ACLI is simply the conduit for getting the
information from its members.  The Reorganized Debtors argue
otherwise, simply exalting form over substance.

By claiming that they need the assumptions underlying the annuity
prices, Mr. Keightley points out that the Reorganized Debtors
show a basic misunderstanding of how the PBGC uses the prices to
set interest factors.  The agency does not attempt to match the
interest assumptions of the annuity providers.  Instead, it
selects the interest factors that, when combined with the
agency's mortality assumptions, result in a value that matches
the average of the annuity prices as closely as possible.
Annuity prices are a function of interest and mortality factors
working in tandem.  Two entities can reach the same price using
different sets of both mortality assumptions and interest
factors, but the two must be considered together. (US Airways
Bankruptcy News, Issue No. 40; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


VANTAGEMED: Sept. 30 Working Capital Deficit Widens to $2.6 Mil.
----------------------------------------------------------------
VantageMed Corporation (OTC Bulletin Board: VMDC.OB) announced
financial results for the quarter and nine months ended
September 30, 2003.

Total revenue for the quarter ended September 30, 2003 was up 7.7%
from the quarter ended June 30, 2003 to $5.6 million and up 5.4%
from the quarter ended September 30, 2002. VantageMed reported net
income of $9,000, or $0.00 per basic and diluted share, for the
quarter ended September 30, 2003 compared to a net loss of
$726,000, or $0.09 per basic and diluted share, in the quarter
ended June 30, 2003 and compared to a loss of $630,000, or $0.07
per basic and diluted share, for the quarter ended September 30,
2002.

Revenues for the nine months ended September 30, 2003 were $16.2
million, up slightly from $16.0 million for the nine months ended
September 30, 2002. Net loss for the nine month period ended
September 30, 2003 was $1.7 million, or $0.20 per basic and
diluted share, compared to $6.9 million, or $0.81 per basic and
diluted share, for the nine months ended September 30, 2002.

Net income before interest, taxes, depreciation and amortization
totaled a positive $165,000 for the quarter ended September 30,
2003 compared to an EBITDA loss of $516,000 for the quarter ended
June 30, 2003 and compared to an EBITDA loss of $363,000 for the
year ago quarter ended September 30, 2002. Our EBITDA loss totaled
$1.1 million for the nine months ended September 30, 2003 compared
to $6.0 million for the nine months ended September 30, 2002. Our
third quarter 2003 EBITDA and net income include a $524,000 gain
associated with the sale of our DentalMate business that was
partially offset by a $178,000 restructuring charge related to
idle facilities we have available for sublease. We present EBITDA
because we believe it provides an alternative measure by which to
evaluate our performance. EBITDA is not a measurement defined by
GAAP and should not be considered an alternative to, or more
meaningful than, information presented in accordance with GAAP.

VantageMed Corporation's September 30, 2003 balance sheet shows
that its total current liabilities outweighed its total current
assets by about $2.6 million.

We used $539,000 of cash for operations in the quarter ended
September 30, 2003 compared to $395,000 used for operations in the
quarter ended June 30, 2003 and compared to $1.0 million used for
operations in the quarter ended September 30, 2002. The increase
in cash usage for the consecutive quarters was primarily due to an
increase in accounts receivable as a result of a significant
number of installations in September 2003. We used $1.0 million of
cash for operations in the nine months ended September 30, 2003
compared to $5.5 million used for operations in the nine months
ended September 30, 2002. The decrease in cash used from the 2003
periods to the 2002 periods was primarily due to operating expense
reductions as a result of the restructuring plan we implemented in
2002.

Richard M. Brooks, Chairman and Chief Executive Officer, said, "We
were quite pleased to announce the sale of the DentalMate business
as well as the final resolution of the SEC inquiry this quarter.
More importantly, we are excited about the increased bookings
levels for our three Windows(R)-based products, RidgeMark(R),
Northern Health Anesthesia(R) and Therapist Helper(R). In
addition, we expect there to be increased EDI revenues from these
products that will yield significant long-term strategic value."

VantageMed is a provider of healthcare information systems and
services distributed to over 12,000 customer sites through a
national network of regional offices. Our suite of software
products and services automates administrative, financial,
clinical and management functions for physicians and other
healthcare providers and provider organizations.


WACKENHUT CORRECTIONS: Reports Strong Third-Quarter Performance
---------------------------------------------------------------
Wackenhut Corrections Corporation (NYSE: WHC) reported third
quarter 2003 earnings per share of $2.79 or $30.4 million compared
with $0.25 per share or $5.4 million in the third quarter of 2002.

These results are inclusive of a one-time after-tax gain of
approximately $32.7 million from the sale of WCC's joint-venture
interest in the United Kingdom, a charge of approximately $1.2
million, after tax, related to the refinancing of WCC's former
senior credit facility, a write-off of approximately $3.0 million,
after tax, related to WCC's deactivated Jena, Louisiana Facility,
and approximately $1.8 million, after tax, for transition costs
related to WCC's contract with the Department of Immigration and
Multicultural and Indigenous Affairs in Australia.

The first nine months reported net income was $41.8 million
compared with $15.9 million for the first nine months of 2002.
Third quarter earnings per share reflect the repurchase of 12
million shares of WCC common stock from Group 4 Falck on July 9,
2003, which resulted in 10.9 million diluted weighted average
shares outstanding for the third quarter in 2003 compared to 21.4
million shares outstanding for the same period in 2002. Year-to-
date earnings per share reflect 17.9 million diluted weighted
average shares outstanding for 2003 compared to 21.3 million
shares outstanding for 2002. There are currently 9.6 million
diluted weighted average shares outstanding.

Revenue for the third quarter was $158 million compared with $142
million in the third quarter of 2002.  Revenue for the first nine
months of 2003 increased to $456 million compared to $423 million
during the first nine months of last year.  Revenues for the first
nine months of 2003 reflect the opening of the Lawrenceville
Correctional Facility in March of this year, a strengthening of
the Australian dollar by approximately 17 percent from 2002, an
improvement in average occupancy rates to 100%, and contractual
cost of living adjustments.

Cash on the balance sheet at the end of the third quarter was
approximately $120 million compared with $35 million at year-end
2002.  This increase in cash primarily reflects the proceeds from
the sale of WCC's UK joint venture during the third quarter for
approximately $80.7 million, pre tax.

George C. Zoley, Chairman and Chief Executive Officer of WCC,
said, "We are very pleased with the strength of our 2003 third
quarter operating and financial performance. Third quarter 2003
has been an exciting and invigorating period for WCC. We feel that
we are well positioned to pursue further growth and continue to
enhance shareholder value."

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


WARNACO: Third Point Management Lessens Equity Stake to 2.1%
------------------------------------------------------------
In a regulatory filing with the Securities and Exchange Commission
on September 17, 2003, Third Point Management Company, LLP,
discloses that it sold approximately 1,222,800 of its shares
of The Warnaco Group Inc. common stock.  Presently, Third Point
beneficially owns 964,500 shares of The Warnaco Group Inc. common
stock.  Third Point shares voting and dispositive power over the
holdings with Daniel Loeb, its managing member, and certain hedge
funds and managed accounts.  Third Point is an investment manager
or adviser to a variety of hedge funds and managed accounts.

Third Point's Shares represent 2.1% of the total 45,025,183
outstanding shares of Warnaco Common Stock.  According to Mr.
Loeb, none of the individual Funds owns a number of shares of
Common Stock equal to or greater than 5% of the total Common
Stock outstanding.

Mr. Loeb relates that the Funds expended an aggregate $9,334,211
of their own investment capital to acquire the 964,500 shares of
Common Stock they held.  The Shares were acquired in open market
purchases.  The transactions covering the period August 29, 2003
to September 9, 2003 are:

                             Shares     Shares     Price per
           Date            Purchased     Sold        Share
           ----             ---------    ------     ---------
     August 29, 2003        57,408                 $16.12000
     August 29, 2003                    57,408      16.12000
     September 12, 2003                275,000      16.67490
     September 12, 2003                750,000      16.70060
     September 15, 2003                 17,500      16.71800
     September 16, 2003                 50,000      16.44270
     September 16, 2003                130,300      16.50050
     September 17, 2003                 64,700      16.50000

"While our holdings have fallen below the Company's 13d radar
screen, please trust that the actions of the Board have not
fallen below ours.  We maintain a steely eye on how the Board
members are discharging their duties and how they are being
compensated," Mr. Loeb says.

Additionally, Third Point applauds the changes in the membership
of Warnaco's Board of Directors, particularly the termination of
Joe Fogarty, the $475 per hour CFO.  Third Point, however,
continues to be disappointed that no action has been taken
regarding the termination of the Non-Executive Chairman Stuart
Buchalter.  Third Point reasserts its strong objection to Mr.
Buchalter's role at Warnaco. (Warnaco Bankruptcy News, Issue No.
55; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WEIRTON STEEL: Asks Court to Clear Settlement Pact with McCarl
--------------------------------------------------------------
According to Mark E. Freedlander, Esq., at McGuireWoods, in
Pittsburgh, Pennsylvania, pursuant to a prepetition agreement
between the Weirton Steel Corporation Debtor and McCarl's Inc., as
amended on March 7, 2003, McCarl's agreed to replace two
stationary skids in the walking beam furnace and water cooled
lintel on the furnace in the Hot Strip Mill property owned by the
Debtor in Hancock County, West Virginia.

McCarl's alleges that the contract price and value of the
materials and the work performed is $1,089,633.  The Debtor does
not dispute the alleged claim amount or the propriety of McCarl's
Mechanic's Lien.  However, the Debtor refused to pay McCarl's
claim, as it constitutes a prepetition claim.  McCarl's filed and
perfected the Mechanic's Lien after the Petition Date against the
Debtor's real property in Hancock County.

After extensive negotiations, the Debtor and McCarl's reached a
settlement and compromise of the Outstanding Obligations, where:

   (a) The Debtor agreed to pay $980,670 to McCarl's; and

   (b) McCarl's agrees to accept $980,670 from the Debtor as full
       and complete payment in compromise and settlement of the
       Outstanding Obligations and waive any and all interest
       accrued associated with the Outstanding Obligations, in
       full and complete satisfaction of the Mechanic's Lien
       Claim.

As a result of the roll-up and payment in full of the Debtor's
prepetition revolving credit facility as part of the Debtor's DIP
financing, an argument exists that McCarl's Mechanic's Lien is
senior in priority in the Hot Strip Mill property to the liens of
the debtor-in-possession lenders to the Debtor.  Accordingly, a
reserve against availability has been established by the Debtor's
debtor-in-possession lenders in the full amount of McCarl's
Mechanic's Lien claim.  Mr. Freedlander relates that paying
McCarl's Mechanic's Lien claim at this point in time divests a
lien that would be required to be paid in full under a plan of
reorganization in an amount substantially less than that which
would be required to be paid in the future.

Therefore, the Debtor asks the Court to approve the Settlement
Agreement with McCarl's with respect to the Mechanic's Lien
Claim. (Weirton Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


WESTPOINT STEVENS: Gains Court Nod to Reject Thermosoft Contract
----------------------------------------------------------------
The WestPoint Stevens Inc. Debtors sought and obtained the Court's
authority to reject an executory contract with ThermoSoft
International Corporation.

On July 12, 2001, the Debtors entered into a Product Development,
Supply and License Agreement with ThermoSoft for the development,
licensing, and supply of heating elements for use in their
electric heating blankets.  The ThermoSoft Contract terminates by
its own terms on December 31, 2004.  However, if the Debtors sell
more than 120,000 blankets between January 1 and December 31,
2004, the Debtors have the option to renew the Contract for an
additional three years.

Pursuant to the terms of the Contract, ThermoSoft designed and
developed Heating Elements for manufacture in the Debtors'
Vellux(R) line of Electric Blankets and assisted the Debtors in
obtaining necessary regulatory approvals.  The Contract further
provides that during its term, ThermoSoft would not supply
Heating Elements to any other entity within, or for use within,
the North America Bedding Market.  In addition, the Debtors would
not purchase Heating Elements from any other supplier within, or
for use within, that same market.

Under the terms of the Contract, the Debtors are obligated to:

     (i) purchase at least $1,000,000 worth of Heating
         Elements from ThermoSoft by December 31, 2003 and an
         additional $1,000,000 worth of Heating Elements during
         2004;

    (ii) sell at least 80,000 Blankets between January 1, 2003
         and December 31, 2003; and

   (iii) sell an additional 120,000 Blankets during 2004.

ThermoSoft is also entitled to royalties for each Electric
Blanket sold, ranging from 5% to 6% of the net sale proceeds.
The Debtors are required to pay a minimum royalty based on the
sale minimums, regardless of whether Electric Blankets are
actually sold.

Based on the results of the Debtors' internal review of their
operations, as well as a review of the Contract, the Debtors
determined that it is no longer profitable or efficient to
continue purchasing Heating Elements from ThermoSoft.  The
Heating Elements provided by ThermoSoft have failed to meet the
Debtors' expectations.  The Electric Blankets produced with the
Heating Elements were subject to a voluntary national recall
because of safety issues arising from the Heating Elements.  The
recall has resulted in substantial losses to the Debtors as a
result of refunds for and replacements of defective Electric
Blankets.  In connection with the recall, the Debtors cooperated
with ThermoSoft to fix the safety issues.  Although the Heating
Elements were successfully modified to resolve these safety
issues, the modifications resulted in Electric Blankets that are
considerably cooler than those marketed by the Debtors'
competitors.

The Debtors maintain that the minimum purchase and royalty
obligations provided for in the Contract are unfavorable.  As a
result of the defective production and the resulting recall, the
Debtors do not anticipate being able to meet their obligations.
Finally, under the Contract, the Debtors are prohibited from
purchasing Heating Elements from any other suppliers.  The
Debtors determined that there are superior heating elements
available from other manufacturers, and it is in their best
interests to investigate those opportunities. (WestPoint
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


WORLDCOM: Proposes Stipulation Resolving Citizens Comms Dispute
---------------------------------------------------------------
Alfredo R. Perez, Esq., at Weil Gotshal & Manges LLP, recounts
that the Worldcom Inc. Debtors and Frontier Telephone of
Rochester, Inc., and its affiliated carriers, all under the common
ownership of Citizens Communications Company, are parties to
various prepetition contracts whereby they purchase certain
telecommunications services from one another.  Under this
relationship, the Debtors assert that Citizens Communications
owes them a $14,983,787 outstanding balance for their prepetition
services.  However, Citizens Communications disputes owing a
portion of this claim.

Citizens Communications, on the other hand, filed a $35,458,230
claim for services rendered prepetition in accordance with the
Agreements.  Citizens Communications now alleges that the Debtors
owe $37,690,898 in outstanding balance for its services.
Citizens Communications also alleges that the Debtors owe certain
amounts for rejecting certain of the Agreements.  Citizens
Communications asserts a right to offset a portion of the
Debtors' Claim against a portion of its claim.  However, the
Debtors deny that Citizens Communications has a right to set off
its prepetition debt and disputes owing a portion of Citizens
Communications' Claim.

Citizens Communications also objects to the Debtors'
reorganization plan.

Consequently, the Debtors and Citizens Communications engaged in
arm's-length and good faith negotiations to resolve the disputes.
As approved by the Court, the Parties agree that:

   (a) Citizens Communications' claim will be reduced to
       $34,831,012, exclusive of damages due Citizens
       Communications in connection with the Debtors' rejection
       of certain Agreements, and the Debtors' Claim will be
       reduced to $14,783,787;

   (b) any rejection damages due Citizens Communications will be
       the properly calculated early termination liabilities
       prescribed under the applicable Agreement.  As of
       October 10, 2003, the Debtors owe Citizens Communications
       $2,317,460 in connection with the rejection of certain
       Agreements.  Citizens Communications will have a Class 6
       General Unsecured Claim for any additional valid and
       properly calculated rejection damages;

   (c) each will be entitled to set off $8,281,569 of their
       prepetition debts, which includes the set-off of both
       trade debt and rejection damages due Citizens
       Communications.  After the set-off, Citizens
       Communications' Claim will be reduced to $26,549,443 and
       the Rejection Damages will be reduced to $1,390,476, for a
       total of $27,939,919 due Citizens Communications.  The
       Debtors' Claim will be reduced to $6,502,218;

   (d) Citizens Communications will pay the Debtors $6,502,218;

   (e) Citizens Communications will revise its proof of claim to
       reflect that the Debtors owe $27,939,919 and Citizens
       Communications will have an allowed general unsecured
       claim for this amount; and

   (f) Citizens Communications withdraws its objection to the
       Debtors' reorganization plan. (Worldcom Bankruptcy News,
       Issue No. 41; Bankruptcy Creditors' Service, Inc., 609/392-
       0900)


W.R. GRACE: Has Until March 31 to Make Lease Related Decisions
--------------------------------------------------------------
The W.R. Grace Debtors sought and obtained Judge Fitzgerald nod to
extend their deadline to decide whether to assume, assume and
assign, or reject unexpired non-residential real property leases
to and including March 31, 2004.

The extension is without prejudice to their right to seek further
extensions, and without prejudice to any lessor's right to request
to shorten the lease decision period on a particular lease. (W.R.
Grace Bankruptcy News, Issue No. 48; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ZAMBA SOLUTIONS: Third-Quarter 2003 Net Loss Narrows to $237,000
----------------------------------------------------------------
ZAMBA Solutions (OTCBB:ZMBA) announced its results for the fiscal
third quarter ended September 30, 2003. Revenues before
reimbursement for direct costs were $2,479,000, compared to
$2,449,000 for the third quarter of 2002. Net loss was $237,000,
or $.01 per share, compared to a net loss of $1,038,000 or $.03
per share for the third quarter of 2002.

ZAMBA Corporation's September 30, 2003 balance sheet shows that
its total current liabilities outweighed its total current assets
by about $100,000, while total shareholders' equity topped at
$290,000, up from a deficit of about $2.3 million recorded nine
months ago.

"While I am disappointed in our revenue results for the quarter, I
am encouraged by the progress we have made on several fronts, our
response to the slight revenue shortfall, and our continued
excellence in delivering the highest quality Customer Care
services to our clients," said Norm Smith, President and Chief
Executive Officer. "Specifically, to accelerate our plan to be a
leading implementor of Microsoft based CRM, we have forged a
strategic relationship with Axonom, an award winning software
provider that significantly enhances Microsoft's core CRM
functionality. Axonom has more than 225 implementations of CRM on
Microsoft's platform, and we intend to build upon this success.
Additionally, to deal with the revenue shortfall in our core
Customer Care services business, we have recently hired four new
sales executives who are located in Toronto, Dallas, Los Angeles,
and Minneapolis. This sales team has backgrounds at CRM industry
heavyweights such as PeopleSoft, Oracle, and Siebel. Finally, our
delivery team continues to amaze me as they have delivered world-
class solutions for some of the best-run companies in the world,
including Symbol Technologies, MBNA, The Union Bank of California,
Genesis Crude Oil, MAMSI, Fleet Bank, and Direct Energy. I believe
these actions, combined with our continued quality delivery, and
intense focus on cost controls will help return us to
profitability."

ZAMBA Solutions is a premier customer care services company. We
help our clients be more successful in: acquiring, servicing, and
retaining their customers. Having served over 300 clients, ZAMBA
is focused exclusively on customer-centric services by leveraging
best practices and best-in-class technology to enable insightful,
consistent interactions across all customer touchpoints.

ZAMBA's clients have included ADC, Aether Systems, Best Buy,
Canon, GE Medical Systems, Direct Energy Essential Home Services,
Fleet Bank, Hertz, General Mills, Microsoft Great Plains, Nikon,
Northrop Grumman, Symbol Technologies, Towers Perrin, Union Bank
of California, and Volkswagen of America. The company has offices
in Minneapolis, San Jose and Toronto. For more information,
contact ZAMBA at http://www.ZAMBAsolutions.com


* CLC Says Canadian Bankruptcy Legislation Doesn't Protect Workers
------------------------------------------------------------------
Recommended changes to Canada's bankruptcy and insolvency
legislation contained in the report released Thursday by the
Senate Standing Committee on Banking, Trade and Commerce fail to
protect workers says the Canadian Labour Congress.

"It is sad and discouraging how the Senate Committee gives money
more importance than people," said Hassan Yussuff, secretary-
treasurer of the Canadian Labour Congress. "Profit margins on bank
loans should not be given priority over protecting workers' wages,
pensions and other benefits."

The Canadian Labour Congress proposed a package of measures to the
Committee to ensure the protection of workers' interests in a
bankruptcy or insolvency. Specifically, the CLC takes exception to
several of the Committee's recommendations:

- Wage protection - A proposed wage protection regime for employee
  wage and vacation pay claims does not go far enough as many
  bankruptcies will not have sufficient assets for payout. The
  $2,000 maximum or one pay period per employee claim is not
  adequate to cover wage arrears and outstanding vacation and
  severance amounts. The Canadian Labour Congress proposed super-
  priority status for workers' wages, vacation and severance
  payments, and a federally regulated, employer-funded wage
  protection fund.

- Pension protection - The Committee offered no recommendations to
  improve protection against under-funding of pensions in
  insolvencies. The Canadian Labour Congress proposed pension
  insurance or super-priority creditor status for overdue
  contributions from insolvent organizations.

- Legislation to permit cancelling or altering collective
  agreements and other executory contracts - The Committee
  recommends that bankruptcy and insolvency trustees, with Court
  approval, be able in certain circumstances, to alter collective
  agreements and other contracts as part of a restructuring. The
  Canadian Labour Congress maintains that neither the courts nor
  the trustee should have the power to vacate or amend a
  collective bargaining agreement. The CLC's position is that
  union should remain the bargaining agent during the insolvency
  process and that no changes are required to the existing
  legislation.

- Notification to workers - The Committee report did not address
  the Canadian Labour Congress' recommendation that employers be
  required to notify their employees' unions that it is in
  financial trouble, considering filing for bankruptcy or
  insolvency or that a court proceeding is scheduled. The CLC
  urged that legislation be amended to provide such notice so that
  employees can act to cushion the blow financially and the
  bargaining agent is better able to prepare legal representation.

"The Standing Committee has missed a rare opportunity to show
leadership and support workers who are faced with significant
risks when their employers declare bankruptcy," said Yussuff.

The Canadian Labour Congress, the national voice of the labour
movement, represents 2.5 million Canadian workers. The CLC brings
together Canada's national and international unions along with
provincial and territorial federations of labour and 137 district
labour councils. The CLC's presentation to the Standing Committee
can be found at http://www.clc-ctc.ca


* Joel Shafferman Leads Insolvency Practice at Solomon Pearl
------------------------------------------------------------
Joel M. Shafferman, Esq., joined the law firm of Solomon Pearl
Blum Heyman & Stich LLP as a partner and is responsible for
directing the firm's insolvency and creditors' rights practice.

                    Joel M. Shafferman, Esq.
             Solomon Pearl Blum Heyman & Stich LLP
                  40 Wall Street, 35th Floor
                       New York, NY 10005
                      Phone (212) 267-7600
                       Fax (212) 267-2030
                   jshafferman@solpearl.com

                         Denver Office
                   1801 Broadway, Suite 500
                        Denver, CO 80202
                     Phone (303) 832-6686
                      Fax (303) 832-6653

                    Virgin Islands Office
                     24-25 Kongens Gade
                  P.O. Box 1030, St. Thomas
                   US Virgin Islands 00804

                  http://www.solpearl.com/


* BOND PRICING: For the week of November 10 - 14, 2003
------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Communications                3.250%  05/01/21    41
Adelphia communications                6.000%  02/15/06    41
Advantica Restaurant                  11.250%  01/15/08    65
AK Steel Corp.                         7.750%  06/15/12    66
AK Steel Corp.                         7.875%  02/15/09    68
American & Foreign Power               5.000%  03/01/30    66
American Airline                       7.377%  05/23/19    70
AnnTaylor Stores                       0.550%  06/18/19    71
Burlington Northern                    3.200%  01/01/45    53
Calpine Corp.                          7.875%  04/01/08    74
Calpine Corp.                          8.500%  02/15/11    73
Calpine Corp.                          8.625%  08/15/10    73
Coastal Corp.                          6.950%  06/01/28    73
Collins & Aikman                      11.500%  04/15/06    73
Comcast Corp.                          2.000%  10/15/29    32
Cox Communications Inc.                0.348%  02/23/21    72
Cox Communications Inc.                2.000%  11/15/29    33
Cray Research                          6.125%  02/01/11    45
Cummins Engine                         5.650%  03/01/98    70
Delta Air Lines                        8.300%  12/15/29    66
Dynex Capital                          9.500%  02/28/05     1
Elwood Energy                          8.159%  07/05/26    73
Fibermark Inc.                        10.750%  04/15/11    62
Finova Group                           7.500%  11/15/09    50
Foster Wheeler                         6.750%  11/15/05    55
Gulf Mobile Ohio                       5.000%  12/01/56    66
International Wire Group               11.75%  06/01/05    49
Internet Capital                       5.500%  12/21/04    63
Level 3 Communications Inc.            6.000%  09/15/09    67
Level 3 Communications Inc.            6.000%  03/15/10    67
Liberty Media                          3.750%  02/15/30    61
Liberty Media                          4.000%  11/15/29    65
Mirant Corp.                           2.500%  06/15/21    54
Mirant Corp.                           5.750%  07/15/07    53
Northern Pacific Railway               3.000%  01/01/47    50
NTL Communications Corp.               7.000%  12/15/08    19
Scotia Pacific Co.                     6.550%  01/20/07    70
Universal Health Services              0.426%  06/23/20    63
US Timberlands                         9.625%  11/15/07    66
Worldcom Inc.                          6.400%  08/15/05    36
Xerox Corp.                            0.570%  04/21/18    65

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
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
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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
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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
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For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Bernadette C. de Roda, Donnabel C. Salcedo, Ronald P.
Villavelez and Peter A. Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

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
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The TCR subscription rate is $675 for 6 months delivered via e-
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for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
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                *** End of Transmission ***