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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

           Thursday, November 13, 2003, Vol. 7, No. 225   

                          Headlines

ACTERNA CORP: Resolves Dispute On Tollgrade Comms. Transaction
AMERCO: Equity Committee Blocks Approval of Disclosure Statement
AMERICREDIT: Proposes $200MM Convertible Senior Debt Offering
AMPEX CORP: Sept. 30 Net Capital Deficit Narrows to $140 Million
ANC RENTAL: Proposes Uniform Solicitation & Tabulation Protocol

ANTIGUA ENTERPRISES: Asset Sale Proceeds Paid Delinquent Debt
ARCH CAPITAL: A.M. Best Assigns Indicative Low-B Debt Ratings
ARCTIC EXPRESS: Has Until November 17 to File Creditor List
ARTESIA MORTGAGE: Fitch Affirms Low-B Class F & G Note Ratings
ASCENT ASSURANCE: Third-Quarter 2003 Results Sink into Red Ink

BOISE CASCADE: Sets Election Deadline re OfficeMax Acquisition
BRIDGE INFORMATION: Court Disallows State Farm's $1-Mill. Claim
BURLINGTON INDUSTRIES: Completes Sale of Businesses to W.L. Ross
BURLINGTON: W.L. Ross Confirms Completion of Sale Transaction
CALPINE: Obtains New $140M Project Refinancing for Colorado Unit

CHESAPEAKE ENERGY: Plans to Offer $200-Mill. of New Senior Notes
CHESAPEAKE ENERGY: Commences Tender Offer for $110M of Sr. Notes
CHESAPEAKE ENERGY: Plans $150MM Conv. Preferred Shares Offering
COMM'L MORTGAGE: Fitch Takes Rating Actions on 1998-C2 Notes
CONE MILLS: Secures Nod to Hire Ordinary Course Professionals

CONGOLEUM CORP: Reports Slightly Improved Third-Quarter Results
CONSECO FIN: Enters Stipulation Settling Creditor Group's Claims
CONSECO INC: Will Publish Third-Quarter 2003 Results on Tuesday
COUNCILL CRAFTSMEN: UST Names 3-Member Creditors' Committee
CRITICAL PATH: Sept. 30 Net Capital Deficit Balloons to $61 Mil.

DAYTON SUPERIOR: Sept. 26 Net Capital Deficit of about $2.8 Mil.
DELPHI CORP: Names Appointments for Executive Sales Positions
DEX MEDIA: Completes $889 Million 8% and 9% Debt Offerings
ENCOMPASS SERVICES: Has Until Jan. 7, 2004 to Challenge Claims
ENERGY WEST: Annual Shareholders' Meeting Slated for December 3

ENRON: EPMI Unit Wants Nod for Texas Public Utility Settlement
EVELETH MINES: Will Auction-Off Assets on November 24, 2004
FLEMING: Wants Additional Time to Move Actions to Delaware Court
FOAMEX INT'L: Sept. 28 Net Capital Deficit Widens to $200 Mill.
GENESIS HEALTH: Revises Accounting of MultiCare Restructuring

GENTEK: Reaches Settlement Agreement with 4 Former Executives
GINGISS GROUP: Seeks Nod to Obtain $4 Million Financing Facility
GREAT LAKES AVIATION: Reports 1.9% Drop in October 2003 Traffic
GS MORTGAGE: Series 1998-GL II Class G Notes Rating Cut to B-
HARNISCHFEGER: Gets Clearance to Distribute 1.1 Million Shares

H.C. CO: Section 341(a) Meeting Scheduled for December 10, 3003
HOMESTORE INC: Sept. 30 Working Capital Deficit Narrows to $63MM
IMPATH INC: Employs Schiff Hardin as Special Accounting Counsel
IMPERIAL PLASTECH: Will File Financial Statements by November 30
INTERNET SVCS.: Panel Taps Jaspan Schlesinger as Local Counsel

IT GROUP: Committee Asks Court to Fix Jan. 15 as Admin. Bar Date
JOHNSONDIVERSEY: Third Quarter Conference Call Set for Tomorrow
KAISER ALUMINUM: Secures Go-Signal to Enter into Consent Decree
LEAP WIRELESS: Sues MCG PCS to Recover Preferential Transfers
LIVENT (US) INC: Court to Consider Liquidating Plan on Nov. 21

LOEWEN GROUP: Red Ink Continued to Flow in Third Quarter 2003
LORAL SPACE: Will Close Sale Deal with Intelsat by Year-End
M/I SCHOTTENSTEIN: Board Declares First-Quarter Cash Dividend
MARINER: MHG Enters Pact Resolving Maryland Health Dept. Claims
MIRANT CORP: Wants Court Clearance for PEPCO Settlement Pact

MMCA: Fitch Takes Rating Actions on Certain Loan Securitizations
MORGAN STANLEY: Fitch Takes Rating Actions on 1997-WF1 Notes  
NATIONAL CENTURY: Files 1st Amended Plan & Disclosure Statement
OPTIONS TALENT GROUP: Voluntary Chapter 7 Case Summary
OWENS CORNING: Commercial Panel Will Intervene Avoidance Actions

PENN TRAFFIC: Asks Court to Approve Sale of 11 Stores to Kroger
PETROLEUM GEO-SERVICES: Shares Begin Trading on OTC Pink Sheets
PG&E NATIONAL: USGen Turns to Lazard Freres for Financial Advice
PHOENIX: Fitch Affirms 3 Class Ratings at Low-B/Default Levels
PILLOWTEX CORP: Court Okays Hahn & Hessen as Committee's Counsel

PRUDENTIAL MORTGAGE: Fitch Junks Rating on 2001-C1 Class N Notes
RADIO UNICA: Court Fixes General Claims Bar Date on December 11
RES-CARE: S&P Assigns B+ Rating to $135-Million Credit Facility
RESIDENTIAL ACCREDIT: Fitch Takes Rating Actions on Six Issues
ROBOTIC VISION: Shareholders Approve Planned Reverse Stock Split

SOUTHWALL: Enters Bank Guarantee & Equity Financing with Needham
SPEIZMAN INDUSTRIES: First-Quarter 2004 Net Loss Widens to $730K
TRITON PCS: Enters into Brand Renewal Agreement with AT&T Corp.
UBIQUITEL INC: Red Ink Continued to Flow in Third-Quarter 2003
UNITED AIRLINES: Promotes Marian Durkin & Kathryn Mikells to VP

UNITED COMPONENTS: Third-Quarter Results Swing-Down to Red Ink
WARNACO GROUP: Enters Pact to Sell A.B.S. by Allen Schwartz Unit
WCI STEEL: Committee Looks to KeyBanc Capital for Fin'l Advice
WORLD AIRWAYS: Major 8% Convertible Holders Agree to Exchange

* DebtTraders' Real-Time Bond Pricing

                          *********

ACTERNA CORP: Resolves Dispute On Tollgrade Comms. Transaction
--------------------------------------------------------------
On February 13, 2003, the Acterna Debtors and Tollgrade
Communications, Inc. consummated a transaction wherein Tollgrade
acquired from the Debtors certain assets and assumed certain of
the Debtors' liabilities associated with an Acterna business
segment in connection with the manufacture distribution,
development and sale of status and performance monitoring systems
for the cable industry.  The Transaction was evidenced by these
two primary documents:

   -- a February 13, 2003 Purchase and Sale Agreement, and

   -- a February 13, 2003 Escrow Agreement.

The information associated with the Transaction is confidential
in nature.

On July 31, 2003, Tollgrade filed with the Court a proof of claim
asserting entitlement to at least $1,600,000 from the Debtors,
primarily attributable to rights under the Purchase Agreement and
the Escrow Agreement.  Of this amount, $371,891 is attributable
to various accounts receivable due from the Debtors to Tollgrade
as a supplier.

Pursuant to the Escrow Agreement, Allfirst Trust Company National
Association holds $500,000 in escrow.  Under the terms of the
Escrow Agreement, the proceeds of the Escrow Account are
available to Tollgrade for a purchase price adjustment with
respect to the Transaction.  To the extent Tollgrade is not
entitled, the Debtors are entitled to the proceeds of the Escrow
Account.  After the Petition Date, representatives of the Debtors
and Tollgrade conferred in an effort to resolve the entitlement
to that Escrow Account.

The Purchase Agreement additionally provides a mechanism wherein
the Debtors can receive "earn out" amounts totaling up to
$2,400,000, attributable to Tollgrade's performance with Status
Monitoring.  Among numerous other provisions, the Purchase
Agreement also contains an obligation on the part of the Debtors
to not compete with Tollgrade associated with the Status
Monitoring business segment.

As a result of their negotiations, the parties agree that:

   (a) The Debtors will continue their relationship with
       Tollgrade, as embodied in the Purchase Agreement and
       the Escrow Agreement and the associated ancillary
       documents.  Accordingly, the Debtors and Tollgrade agree
       that the Purchase Agreement, the Escrow Agreement, the
       Interoperability Agreement, and all other ancillary
       documents associated with the Transaction will be assumed
       pursuant to the Debtors' Plan;

   (b) Tollgrade's Supply Claim is not entitled to a "cure"
       within the meaning of Section 365 of the Bankruptcy Code
       and, as such, the Supply Claim will be deemed to be only
       an allowed general unsecured claim against the Debtors
       equal to $371,892, to be paid on the same basis as all
       other similarly allowed general unsecured claims;

   (c) They will resolve any existing and future matters incident
       to the Transaction Documents in accordance with the terms
       of the documents and in whatever forum set forth in these
       documents; and

   (d) Tollgrade will be permitted to contest the cure amounts
       listed on the Plan's schedule in respect to Tollgrade
       contracts, including the Transaction Documents, after the
       Plan Effective Date.  In addition, pursuant to the Plan,
       in the event the Court determines that the cure amount is
       greater than the cure amount listed by the Debtors, the
       Debtors may reject the Contracts, including each of the
       Transaction Documents, rather than paying the greater
       amount. (Acterna Bankruptcy News, Issue No. 14; Bankruptcy
       Creditors' Service, Inc., 215/945-7000)


AMERCO: Equity Committee Blocks Approval of Disclosure Statement
----------------------------------------------------------------
The Official Committee of Equity Security Holders of the AMERCO
Debtors seeks to reserve its right to request a continuance of the
hearing to consider the adequacy of the Disclosure Statement
because the Debtors failed to provide it with financial
information, financing projections, and a liquidation analysis or
a valuation analysis.

The Equity Committee also found certain errors and omissions in
the Disclosure Statement.

Kaaran E. Thomas, Esq., at Beckley Singleton Chtd., in Reno,
Nevada, notes that the Debtors represented that certain
information will be available on November 12, 2003.  While the
Equity Committee will endeavor to review all of the supplemental
information in the short six-day period between its availability
and hearing of the Disclosure Statement, it cannot assure the
Court or the Debtors that it will have satisfactorily reviewed
the supplemental information.

The Equity Committee further notes that certain provisions are
incorrect or need modification or further clarification:

A. Additional disclosure concerning the rights of the Debtors'
   Series A Preferred Stock Holders to elect directors is
   necessary.

   Ms. Thomas points out that Article VIII, Section G of the
   Disclosure Statement contains some information relating to
   the directors and officers of the Reorganized Debtors.  
   However, the Disclosure Statement fails to discuss the
   potential rights of the holders of Series A Preferred Stock
   to elect directors and officers in certain circumstances.  
   Thus, Article VIII, Section G should include a second
   paragraph under the "Directors of Amerco" section that states:

      "The Series A 8 1/2% Preferred Stock of Amerco is entitled
       to receive dividends at a fixed annual rate of $2.125 per
       share payable quarterly.  In the event Amerco fails to
       declare and pay in full the dividend for any six
       quarterly dividend periods, whether or not consecutive,
       the holders of the outstanding Series A Preferred Stock
       shall be entitled, until all missed dividends have been
       declared and paid in full, to elect two directors of
       Amerco.  Currently, three quarterly dividends have not
       been declared and paid in full.  A fourth quarterly
       dividend is scheduled to be declared in November 2003 and
       be paid in December 2003, a fifth is to be declared in
       February 2004 and be paid in full in March 2004 and a
       sixth would be scheduled for declaration in May 2004 and
       paid in June 2004.  It is the current intention of Amerco
       to use the exit financing facility described below to
       cure the preferred dividends in arrears as soon as
       feasible but in all events prior to the time that the
       Series A Preferred Stock would become entitled to elect
       two directors of Amerco."

B. The Disclosure Statement fails to contain information on the
   lack of a bar date for equity interest holders.

   Article VII, Section B of the Disclosure Statement contains
   a discussion of the general claims bar date for creditors.
   This section does not discuss the fact that a bar date for
   equity interest holders has not been established by the
   Court.  Thus, Ms. Thomas asserts that a new subsection should
   be added to Article VII, Section B entitled "No Interests Bar
   Date" and should state that:

       "No Interests Bar Date.  No date has been set for the
       filing of proofs of interest and none need be filed
       especially in light of the fact that neither the Series A
       Preferred Stock nor the Common Stock of Amerco are being
       impaired under the Plan so that the holders of such
       securities may retain the certificates representing such
       shares and, after the effective date of the Plan, those
       certificates will continue to represent the same number
       of shares having the same rights and preferences as were
       extant on the date Amerco filed its Chapter 11 case."

C. Additional disclosure relating to potential causes of action
   and government investigations should be added to the
   Disclosure Statement.

   According to Ms. Thomas, courts routinely held that the
   existence and explanation of pending and potential litigation
   and the possible effect those litigation may have on the
   disposition of property or on the claims of creditors need to
   be adequately addressed in a disclosure statement.  However,
   there is no detailed discussion of either:

   (a) the derivative actions against directors and officers
       that are currently pending; or

   (b) the Debtors' action against their former auditors,
       PricewaterhouseCoopers.

   Given the magnitude of the derivative actions and the
   Debtors' pending actions against PWC, the Debtors should be
   compelled to add information describing these actions in
   detail and setting forth the Debtors' future intent to
   prosecute the derivative actions and the PWC litigation.

   Similarly, the Disclosure Statement fails to provide detailed
   information relating to pending investigations of the Debtors
   by the Securities and Exchange Commission, Department of
   Labor and Internal Revenue Service.  The Debtors should
   disclose the allegation or the alleged violations that are
   the subject of the investigations in the Disclosure Statement
   and should state how these investigations will impact the
   Debtors after Plan confirmation.

D. The Disclosure Statement should indicate that certificates of
   Class A Preferred Stock and Common Stock are not to be
   surrendered.

   While Article IX, Section D of the Disclosure Statement
   appears to only be applicable to holders of debt securities,
   and not equity interest holders, the Debtors should clarify
   that holders of existing Class A Preferred Stock and holders
   of Common Stock do not need to surrender their certificates
   to the Reorganized Debtors, as they will continue to retain
   their interests post confirmation.

E. The Disclosure Statement section concerning the effect of the
   Plan needs clarification;

   Article XI, Section B of the Disclosure Statement, which
   relates to the Debtors' discharge, states that the rights
   provided under the Plan to equity interest holders are in
   satisfaction, discharge and release of all "Interests in the
   Debtors".  Ms. Thomas argues that this statement is incorrect,
   as the holders of Class A Preferred Stock and Common Stock are
   retaining their interests against the Debtors under the terms
   of the Plan.  The Disclosure Statement should be revised to
   reflect that the interest holders are not releasing their
   interests against the Debtors.

   Moreover, Ms. Thomas tells the Court that Section D of
   Article XI also needs clarification.  Currently, the section
   provides that the Debtors are releasing all "Released
   Parties" from "any and all claims or Causes of Action
   existing as of the Effective Date . . . based on or relating
   to . . . the Debtors, the subject matter of, or the
   transactions or events giving rise to, any Claim or Interest
   that is treated in the Plan."  Since officers and directors
   are included as "Released Parties", the Debtors must clarify
   whether they intend to release the officers and directors
   from the currently pending derivative claims against them.

F. If holders of Series A Preferred Stock and Common Stock are
   to be unimpaired under the Plan, certain revisions are
   necessary.

   At this time, the Equity Committee is not certain whether the
   interest of holders of Series A Preferred Stock and Common
   Stock are impaired under the Plan.  The Debtors allege that
   they are unimpaired.  If the Debtors are correct, certain
   modifications need to be made to the Disclosure Statement:

   -- Article XII, Section A's reference to the
      "recapitalization of the Debtors" should be replaced with
      "debt restructuring of the Debtors" since equity interests
      will remain in place and unaffected by the Plan;

   -- the phrase "or Interests" should be deleted from Article
      XV, Section B's phrase "holders of Claims or Interests
      that fail to vote are not counted as either accepting or
      rejecting the Plan" since there is no possibility that
      equity interest holders would "fail to vote" if they are
      not entitled to vote on the Plan;

   -- if the interests of equity interest holders are
      unimpaired, the first sentence of Article XV, Section C
      should be changed to indicate that equity interests are
      deemed to accept the Plan;

   -- the last paragraph of Article XV, Section F should be
      deleted since unimpaired interests cannot vote to reject
      a Plan and the "fair and equitable" discussion is
      irrelevant; and

   -- the phrase "impaired . . . Interests" should be deleted
      from the third line of the fourth paragraph of Section
      XVII. (AMERCO Bankruptcy News, Issue No. 11; Bankruptcy
      Creditors' Service, Inc., 215/945-7000)


AMERICREDIT: Proposes $200MM Convertible Senior Debt Offering
-------------------------------------------------------------
AmeriCredit Corp. (NYSE:ACF) intends to offer, subject to market
and other conditions, $200 million in aggregate principal amount
of convertible senior notes through an offering to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act of 1933, as amended, and Regulation S under the Securities
Act.

The interest rate, conversion price and offering price are to be
determined by negotiations between AmeriCredit and the initial
purchasers of the notes.

The securities offered will consist of Convertible Senior Notes
due 2023, first putable November 2008. AmeriCredit will grant the
initial purchasers of the notes an option to purchase up to an
additional aggregate $30 million principal amount of the notes.
AmeriCredit plans to use the net proceeds for:

-- The purchase of a convertible note hedge with respect to
   AmeriCredit's common stock, which is expected to reduce the
   potential dilution from conversion of the notes. In connection
   with those transactions, an affiliate of one of the initial
   purchasers will purchase AmeriCredit's common stock in
   secondary market transactions prior to pricing the notes and
   expects to enter into various derivative transactions with
   respect to AmeriCredit's common stock either simultaneously
   with or after the pricing of the notes and may continue to
   purchase AmeriCredit's common stock in secondary market
   transactions following pricing; and

-- Working capital and other corporate purposes, which may include
   the retirement of other existing indebtedness.

AmeriCredit Corp. (Fitch, B Senior Unsecured Debt Rating, Stable
Outlook) is a leading independent middle-market auto finance
company. Using its branch network and strategic alliances with
auto groups and banks, the Company purchases retail installment
contracts entered into by auto dealers with consumers who are
typically unable to obtain financing from traditional sources.
AmeriCredit has more than one million customers and approximately
$14 billion in managed auto receivables. The Company was founded
in 1992 and is headquartered in Fort Worth, Texas. For more
information, visit http://www.americredit.com  


AMPEX CORP: Sept. 30 Net Capital Deficit Narrows to $140 Million
----------------------------------------------------------------
Ampex Corporation (Amex:AXC) reported net income of $3.6 million
for the third quarter of 2003. Giving effect to a benefit from
extinguishment of preferred stock, the Company reported net income
applicable to common stockholders of $4.6 million in the third
quarter of 2003. In the third quarter of 2002, the Company
reported net income of $0.1 million and net income applicable to
common stockholders of $1.1 million.

The Company's revenues, which are comprised of royalties from
licensing its patents and product sales and service revenue of its
Data Systems subsidiary, totaled $10.2 million in the third
quarter of 2003 compared to $9.0 million in the third quarter of
2002. Royalty income from licensing totaled $1.7 million and
contributed an operating profit of $1.5 million in the third
quarter of 2003 compared to royalty income of $0.9 million and
operating profit of $0.7 million in the third quarter of 2002.
Operating income from Data Systems amounted to $1.5 million in the
third quarter of 2003 compared to $0.4 million in the third
quarter of 2002. Results for the third quarter of 2003 were
favorably impacted by the resolution of an environmental
contingency of $0.13 per diluted share. Interest expense and other
financing costs, net, accounted for $2.2 million versus $2.1
million in the third quarters of 2003 and 2002, respectively. Net
income for the third quarter of 2003 benefited from the reversal
of accruals provided in prior years for Foreign, Federal and State
income taxes of $4.2 million or $1.12 per diluted share due to
proposed settlements with tax authorities and closure of certain
years to audit. In the third quarter of 2002 similar circumstances
gave rise to income tax accrual reversals amounting to $2.5
million or $0.68 per diluted share.

On October 30, 2003, the Company redeemed all of its outstanding
shares of 8% Noncumulative Redeemable Preferred Stock and paid the
redemption price by issuing shares of its Class A Common Stock.
Accordingly, the Company issued 450,600 shares of Class A Common
Stock, representing approximately 12% of its common stock
outstanding after such issuance, in exchange for $22,530,000 face
amount of Preferred Stock, which was cancelled. As previously
announced, the Company will recognize in its fourth quarter
financial statements a non-taxable benefit applicable to common
stockholders of approximately $20.9 million from extinguishment of
the Preferred Stock.

The Company's September 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $140 million.

Ampex Corporation -- http://www.Ampex.com-- headquartered in  
Redwood City, Calif., is one of the world's leading innovators and
licensors of technologies for the visual information age.


ANC RENTAL: Proposes Uniform Solicitation & Tabulation Protocol
---------------------------------------------------------------
The ANC Rental Debtors ask the Court to establish procedures for
the solicitation and tabulation of votes to accept or reject the
Joint Chapter 11 Liquidating Plan of the Debtors and the
Statutory Creditors' Committee, including approval of:

   (1) the forms of ballots for submitting votes on the Plan;

   (2) the deadline for the submission of ballots;
   
   (3) the contents of the proposed solicitation packages to be
       distributed to creditors and other parties-in-interest in
       connection with the solicitation of votes on the Plan;

   (4) the Non-Voting Confirmation Hearing Notice; and

   (5) the proposed record date for Plan voting.

                   Approval of Form of Ballot

Rule 3017(d) of the Federal Rules of Bankruptcy Procedure
requires a plan proponent to mail a form of ballot that
substantially conforms to Official Form No. 14 only to "creditors
and equity security holders entitled to vote on the plan."  The
Debtors propose to distribute ballots to creditors entitled to
vote on the Plan.  The Ballots are based on Official Form No. 14,
but have been modified to address the particular terms of the
Plan.  The Debtors propose that Ballots will be distributed to
holders of Class 2 General Unsecured Claims.  

Class 1 is unimpaired under the Plan and, therefore, is
conclusively presumed to accept the Plan in accordance with
Section 1126(f) of the Bankruptcy Code.  Holders of claims and
interests in Class 3 ANC Common Stock Interests and Class 4
Intercompany ANC Claims under the Plan neither retain nor receive
any property under the Plan, therefore, these classes are deemed
to reject the Plan in accordance with Section 1126(g).  Thus, the
solicitation of Classes 1, 3 and 4, together with Administrative
Expense and Priority Tax Claims and the claim holders that have
not timely filed a proof of claim and that are listed on the
Debtors' Schedules as being contingent, unliquidated or disputed,
is not required under the Plan.

                          Voting Deadline

The Debtors anticipate commencing the Plan solicitation period by
mailing the Ballots and other approved solicitation materials no
later than December 3, 2003.  Based on this schedule, the Debtors
propose that to be counted as votes to accept or reject the Plan,
all Ballots must be properly executed, completed and delivered to
the "Solicitation and Tabulation Agent" either by mail in the
return envelope provided with each Ballot, by overnight courier,
or by personal delivery so that the Ballots are received by the
Solicitation and Tabulation Agent no later than 4:00 p.m.,
Eastern Time, on December 30, 2003 or other date established by
the Debtors that is at least 25 days after the commencement of
the solicitation period.
   
If mailed, it should be sent by overnight courier to:

         Donlin, Recano & Company
         Re: ANC Rental Corporation, Inc., et al.
         P.O. Box 2034 South, Suite 1206, Murray Hill Station
         New York, NY 10156-0701
         Attn: Voting Department

If hand delivered, it should be delivered to:

         Donlin, Recano & Company
         Re: ANC Rental Corporation, Inc., et al.
         419 Park Avenue South, Suite 1206
         New York, NY 10016
         Attn: Voting Department

Bonnie Glantz Fatell, Esq., at Blank Rome LLP, in Wilmington,
Delaware, asserts that a 25-day solicitation period provides
sufficient time for creditors to make informed decisions to
accept or reject the Plan and submit timely Ballots.

                    Vote Tabulation Procedures

Rule 3018(a) of the Federal Rules of Bankruptcy Procedure
provides that the "court after notice and hearing may temporarily
allow the claim or interest in an amount which the court deems
proper for the purpose of accepting or rejecting a plan."

Solely for purposes of voting to accept or reject the Plan, the
Debtors propose that each claim within the class of claims
entitled to vote to accept or reject the Plan be temporarily
allowed in accordance with these rules:

    (1) A claim will be deemed temporarily allowed for voting
        purposes in an amount equal to the lesser of:

           (a) the amount of the claim as set forth in the
               Schedules if the claim is listed in the Schedules;
               and

           (b) the amount of the claim as set forth in a timely
               filed proof of claim;

    (2) If a claim is deemed allowed in accordance with or
        pursuant to the Plan, the claim will be temporarily
        allowed for voting purposes in the deemed allowed amount
        set forth in the Plan;

    (3) If a claim for which a proof of claim has been timely
        filed is marked as contingent, unliquidated or disputed
        on its face, either in whole or in part, the contingent,
        unliquidated, or disputed amount will be temporarily
        allowed for voting purposes in the amount of $0.00;

    (4) If a claim for which a proof of claim has not been timely
        filed is listed as contingent, unliquidated or disputed
        in the Schedules, either in whole or in part, the
        contingent, unliquidated, or disputed amount will be
        treated as a party that is not entitled to vote under the
        Plan;

    (5) If a claim for which a proof of claim has been timely
        filed is marked as a priority claim, either in whole or
        in part, but is listed in the Schedules as a non-priority
        claim or as a priority claim only in part, the claim
        will be temporarily allowed for voting purposes as a
        non-priority claim in an amount equal to the lesser of:

           (a) the entire amount of the claim as set forth in the
               proof of claim; or

           (b) the non-priority claim set forth in the Schedules,
               provided that the claim is not listed in the
               Schedules or marked on the proof of claim as
               contingent, unliquidated or disputed;

    (6) Any claim that is deemed to be duplicative or an
        amendment of a previously timely filed proof of claim or
        a scheduled claim will be temporarily disallowed for
        voting purposes.  As a result, creditors that have
        duplicative claims will only be entitled to vote one of
        their duplicative claims and creditors that amended
        claims will only be entitled to vote their later claim;
   
    (7) Holders of claims who have more than one claim in a class
        will receive only one ballot.  The creditors will be
        entitled to vote the aggregate of their claims as one
        vote, which will be temporarily allowed for voting
        purposes;

    (8) If a claim has been estimated or otherwise allowed for
        voting purposes by Court order, the claim will be
        temporarily allowed for voting purposes in the amount so
        estimated or allowed by the Court;

    (9) If the Debtors filed and served an objection to a
        claim at least 15 days before the Voting Deadline, the
        claim will be temporarily allowed or disallowed for
        voting purposes in accordance with the relief sought in
        the objection; and

   (10) If a claim holder identifies a claim amount on its Ballot
        that is less than the amount otherwise calculated in
        accordance with the Tabulation Rules, the claim will be
        temporarily allowed for voting purposes in the lesser
        amount identified on the Ballot.

Ms. Fatell contends that these proposed Tabulation Rules will
establish a fair and equitable voting process.  The Debtors
further propose that any Ballot submitted by a creditor will be
counted solely in accordance with the Debtors' proposed
Tabulation Rules unless and until the underlying claim is
temporarily allowed by the Court for voting purposes in a
different amount, after notice and a hearing.

In tabulating the Ballots, the Debtors ask the Court to implement
these additional procedures:

   (1) Any Ballot that is properly completed, executed and timely
       returned to the Solicitation and Tabulation Agent but does
       not indicate an acceptance or rejection of the Plan will
       be deemed a vote to accept the Plan;

   (2) Any Ballot which is returned to the Solicitation and
       Tabulation Agent indicating acceptance or rejection of the
       Plan but which is unsigned will not be counted;

   (3) If no votes to accept or reject the Plan are received with
       respect to a particular class, the class will be deemed
       to have voted to accept the Plan;

   (4) If a creditor casts more than one Ballot voting the same
       claim before the Voting Deadline, the last Ballot received
       before the Voting Deadline will be deemed to reflect the
       voter's intent and thus will supersede any prior Ballots;

   (5) Creditors will be required to vote all of their claims
       within a particular class under the Plan either to accept
       or reject the Plan and may not split their votes.  Thus, a
       Ballot that partially rejects and partially accepts the
       Plan will not be counted;

   (6) Any Ballot which is returned to the Solicitation and
       Tabulation Agent indicating both acceptance and rejection
       of the Plan will be deemed to be a vote to accept the
       Plan; and

   (7) Any Ballot received by the Solicitation and Tabulation
       Agent by telecopier, facsimile or other electronic
       communication will not be counted.

The Debtors and Committee, in their discretion, subject to
contrary Court order, may waive any defect in any Ballot at any
time, either before or after the close of voting, and without
notice.  Unless otherwise ordered by the Court, all questions as
to the validity, form, eligibility including time of receipt and
revocation or withdrawal of Ballots will be determined by the
Debtors and Committee in their discretion, which determination
will be final and binding.

                    The Confirmation Hearing

In accordance with Bankruptcy Rule 3017(c) and consistent with
the Debtors' proposed solicitation schedule, the Debtors ask the
Court to schedule the Confirmation Hearing on January 7, 2004 at
10:30 a.m., Eastern Time.  The Confirmation Hearing may be
continued from time to time by the Court without further notice.  

The Debtors further propose that objections, if any, to the
confirmation of the Plan must:

   (1) be in writing;

   (2) state the name and address of the objecting party and the
       nature of the claim or interest of the party;

   (3) state with particularity the basis and nature of any
       objection to the confirmation of the Plan; and

   (4) be filed with the Court and served on:

       (a) Counsel for the Debtors:

            Fried, Frank, Harris, Shriver & Jacobson
            One New York Plaza
            New York, New York 10004
            Attn: Janice Mac Avoy, Esq.

       (b) Counsel for the Debtors:

            Blank Rome LLP - Delaware;
            1201 Market Street, Suite 800
            Wilmington, Delaware 19801
            Attn: Bonnie Fatell, Esq.

       (c) Counsel for the Committee:

            Wilmer, Cutler & Pickering
            399 Park Avenue
            New York, New York 10022
            Attn: Andrew N. Goldman, Esq.
                  Adam Dembrow, Esq.

       (d) Counsel for the Committee;
            Young, Conaway, Stargatt & Taylor, LLP
            The Brandywine Building, 1000 West Street
            17th Floor, P.O. Box 391
            Wilmington, DE 19899-0391
            Attn: Brendan L. Shannon

       (e) the Office of the United States Trustee:

            J. Caleb Boggs Federal Building
            844 King Street, Suite 2313
            Wilmington, Delaware 19801
            Attn: Margaret Harrison, Esq.

Objections must be received no later than 4:00 p.m., Eastern
Time, on December 30, 2003, or other date established by the
Debtors that is at least 25 days after the commencement of the
solicitation period.

In accordance with Bankruptcy Rules 2002 and 3017(d), the Debtors
propose to serve not less than 25 days prior to the Confirmation
Objection Deadline:

   (1) the Solicitation Packages, including a copy of a notice
       setting forth:
  
          (a) the Voting Deadline for the submission of Ballots
              to accept or reject the Plan;

          (b) the Confirmation Objection Deadline; and

          (c) the time, date and place of the Confirmation
              Hearing, on all holders of Class 2 General
              Unsecured Claims, who are entitled to vote on the
              Plan; and

   (2) the Non-Voting Confirmation Hearing Notice setting forth:

          (a) the Confirmation Objection Deadline;

          (b) the time, date and place of the Confirmation
              Hearing; and

          (c) the procedures to follow to obtain copies of the
              Plan and Disclosure Statement on all other
              creditors and equity security holders, including
              the Non-Voting Parties.

The Debtors also propose to publish notice the Confirmation
Hearing, the Confirmation Objection Deadline and the Voting
Deadline not less than 25 days before the commencement of the
Confirmation Hearing in the national editions of The Wall Street
Journal and The New York Times.  

                         The Record Date

The Debtors ask the Court to establish November 3, 2003 as the
record date, for purposes of determining which creditors and
equity security holders are entitled to receive Solicitation
Packages and, where applicable, vote on the Plan.

                       Transferred Claims

With respect to a transferred claim, the Debtors further propose
that the transferee will be entitled to receive a Solicitation
Package and cast a Ballot on account of the transferred claim
only if by the Record Date:

   (1) all actions necessary to effect the transfer of the claim
       pursuant to Bankruptcy Rule 3001(e) have been completed;
       or

   (2) the transferee files:

          (a) the documentation required by Bankruptcy Rule
              3001(e) to evidence the transfer: and

          (b) a sworn statement of the transferor supporting the
              validity of the transfer.

Each transferee will be treated as a single creditor for purposes
of the numerosity requirements in Section 1126(c) and the
proposed voting and solicitation procedures.

                    The Solicitation Package

The Solicitation Package is comprised of the materials required
to be provided to holders of claims and equity interests under
Bankruptcy Rule 3017(d).  The Debtors propose to mail or cause to
be mailed Solicitation Packages containing copies of:

   (1) the Voting Class Confirmation Hearing Notice;

   (2) the Disclosure Statement; and

   (3) an appropriate form of Ballot, a Ballot return envelope
       and other materials as the Court may direct to holders of
       claims in the class that is entitled to vote to accept or
       reject the Plan.  

The Solicitation Packages will be mailed not less than 25 days
prior to the Confirmation Objection Deadline to all holders of
Class 2 General Unsecured Claims, who are entitled to vote on the
Plan, and the U.S. Trustee.

The Debtors anticipate that a number of Disclosure Statement
Notices will be returned by the United States Postal Service as
undeliverable as a result of incomplete or inaccurate addresses.
The Debtors believe that it would be costly and wasteful to mail
Solicitation Packages to the Undeliverable Addresses.  Therefore,
the Debtors seek the Court's permission to be excused from
mailing Solicitation Packages to those entities for which the
Debtors have only Undeliverable Addresses unless the Debtors are
provided with accurate addresses for the entities, in writing, on
or before November 12, 2003.  If a Solicitation Package or a Non-
Voting Confirmation Hearing Notice is returned as undeliverable,
the Solicitation and Tabulation Agent will resend the
Solicitation Package only once, provided that the United States
Post Office included a forwarding address at least five business
days before the Voting Deadline. (ANC Rental Bankruptcy News,
Issue No. 42; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANTIGUA ENTERPRISES: Asset Sale Proceeds Paid Delinquent Debt
-------------------------------------------------------------
Antigua Enterprises Inc. reports its financial results for the
nine months ended Sept. 30, 2003.  In the first three quarters:

    -- Net sales totaled $29.7 million compared to
       $30.7 million in 2002.

    -- Gross profits were $10.9 million compared to
       $11.1 million in 2002.

    -- Operating income was $1,876,638 compared to
       $2,536,768 in 2002.

    -- Net income was $674,228 compared to $1,098,992 in 2002.

On April 30, 2003 the company completed the sale of a controlling
interest in the company for $10.25 million. The company used the
proceeds to repay all of its outstanding debt that was past due
and payable.

Antigua Enterprises Inc. and its subsidiaries produce and
distribute embroidered apparel products in the United States.


ARCH CAPITAL: A.M. Best Assigns Indicative Low-B Debt Ratings
-------------------------------------------------------------
A.M. Best Co. has assigned indicative ratings of "bbb-" to
unsecured senior debt, "bb+" to subordinated debt, and "bb" to
preferred stock to Arch Capital Group Ltd.'s (Bermuda)
(NASDAQ:ACGL) recently filed $500 million universal shelf
offering. In addition, A.M. Best has assigned an indicative "bbb-"
unsecured senior debt rating to Arch Capital Group (U.S.) Inc.
(Delaware) which will be fully guaranteed by Arch. The outlook for
the ratings is stable.

The shelf offering allows Arch to periodically sell debt
securities, common stock, preferred stock and other securities,
with net proceeds to be used for general corporate purposes. A.M.
Best anticipates that proceeds from the offering will be used to
support additional growth and to reduce bank debt.

A.M. Best views favorably Arch's debt servicing capabilities with
cash flows supported by solid operations in the United States and
Bermuda. Operating results for the nine months ended September 30,
2003, have produced a combined ratio well below 100. Furthermore,
the group has maintained strong liquidity, enhanced by a high
quality investment portfolio, and excellent risk-adjusted
capitalization.

These strengths are partially offset by the aggressive
underwriting leverage position of Arch relative to other start-up
operations, rapid expansion into primary insurance business and
the overall long-tail casualty orientation of the group's book of
business relative to its short operating history.

The following indicative debt ratings have been assigned to the
shelf registration:

     Arch Capital Group Ltd. --

          -- "bbb-" on senior unsecured debt
          -- "bb+" on subordinated debt
          -- "bb" on preferred stock

     Arch Capital Group (U.S.) Inc. --
    (guaranteed by Arch Capital Group Ltd.)

          -- "bbb-" on senior debt


ARCTIC EXPRESS: Has Until November 17 to File Creditor List
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio gave
Arctic Express, Inc., and D&A Associates, Ltd., an extension of
time to file their Creditor Lists.  The Debtors have until
November 17, 2003 to file their Creditor Lists without prejudice
to any party in interest requesting the time be shortened.

Headquartered in Hilliard, Ohio, Arctic Express Inc., is one of
America's largest refrigerated transportation services.  The
Company filed for chapter 11 protection on October 31, 2003
(Bankr. S.D. Ohio, Case No. 03-66797).  Daniel D. Doyle, Esq., at
Spencer Fane Britt & Browne LLP and Guy R. Humphrey, Esq., at
Chester, Willcox & Saxbe LLP represent the Debtor in its
restructuring efforts.


ARTESIA MORTGAGE: Fitch Affirms Low-B Class F & G Note Ratings
--------------------------------------------------------------
Fitch Ratings upgrades Artesia Mortgage CMBS, Inc.'s commercial
mortgage pass-through certificates, Series 1998-C1, as follows:

        -- $9.4 million Class B to 'AAA' from 'AA';
        -- $11.2 million Class C to 'AA' from 'A';
        -- $9.8 million Class D to 'A' from 'BBB';
        -- $3.3 million Class E to 'BBB' from 'BBB-'.

The following classes are affirmed:

        -- $21.2 million Class A-1 at 'AAA';
        -- $69.5 million Class A-2 at 'AAA';
        -- Interest-only Class X at 'AAA';
        -- $8.4 million Class F at 'BB';
        -- $5.6 million Class G at 'B'.

Fitch does not rate the $8.4 million Class NR.

The rating upgrades are a result of increased subordination levels
resulting from 23% paydown of the pool's certificate balance to
$144.2 million from $187.0 million at issuance.

The master servicer, Midland Loan Services, collected year-end
(YE) 2002 operating statements for 86% of the pool by collateral
balance. The YE 2002 weighted average debt service coverage ratio
(DSCR) for these loans is 1.70 times (x) compared to 1.72x at YE
2001 and 1.56x at issuance.

There are five loans, representing 2.8% of the pool, in special
servicing. The largest specially serviced loan, Concord Commerce
Warehouse Facility (1.2%), is secured by a 61,000 square foot
industrial property located in Columbus, OH. The loan transferred
to the special servicer in August 2002 due to imminent default and
has subsequently become over 90 days delinquent. The special
servicer is negotiating a deed-in-lieu of foreclosure. No other
specially serviced loan represents more than 1% of the pool's
collateral balance.

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


ASCENT ASSURANCE: Third-Quarter 2003 Results Sink into Red Ink
--------------------------------------------------------------
Ascent Assurance, Inc. (OTC Bulletin Board: AASR) reported a net
loss excluding preferred stock dividends of $114,000 for the third
quarter of 2003 compared to net income of $154,000 for the prior
year period. Preferred stock dividends are payable through the
issuance of additional shares of preferred stock or cash, at the
Company's option. Preferred stock dividends accrued in the first
nine months of 2003 and 2002 were paid through the issuance of
2,671 shares and 2,415 shares of preferred stock, respectively.

The loss applicable to common stockholders was $1,028,000 or $0.16
per common share, net of preferred stock dividends of $914,000,
for the third quarter of 2003 as compared to a loss applicable to
common stockholders of $672,000 or $0.10 per common share, net of
preferred stock dividends of $826,000, for the third quarter of
2002. For the nine months ended September 30, 2003, the loss
applicable to common stockholders was $2,236,000 or $0.34 per
common share, net of preferred stock dividends of $2,673,000, as
compared to $2,590,000 or $.40 per common share, net of preferred
stock dividends of $2,416,000, for the corresponding 2002 period.

Total revenues were $30.8 million and $93.1 million for the third
quarter and nine months ended September 30, 2003, respectively, as
compared to $33.1 million and $100.1 million for the corresponding
2002 periods. Total premium revenues decreased by $2.3 million or
8.3% for the third quarter and $7.5 million or 8.9% for the nine
months ended September 30, 2003 as compared to the corresponding
prior year periods. The benefits and claims to premium ratio was
68.3% and 68.1% for the three and nine months ended September 30,
2003, respectively, as compared to 70.1% and 71.1% for the
corresponding 2002 periods.

The Company's September 30, 2003 balance sheet shows that its net
capitalization dwindled to about $441,000 from about $2.3 million
nine months ago.

Patrick J. Mitchell, Chairman and CEO, commenting on third quarter
operations said: "Although our 2003 benefits and claims ratio has
improved over 2002, results for the third quarter of 2003 were
adversely impacted by an unusual number of large claims which
increased the Company's net loss by approximately ($500,000). We
are pleased with the market acceptance of our new line of major
medical products that were introduced in the third quarter of
2003. These products were designed to provide our customers
optimum flexibility to manage their healthcare insurance needs in
a more cost efficient manner. We expect that improved sales
momentum will begin to positively impact first year premiums in
early 2004."

Ascent Assurance, Inc. -- http://www.ascentassurance.com-- is an  
insurance holding company primarily engaged in the development,
marketing, underwriting and administration of medical- surgical
expense, supplemental health, life and disability insurance
products to self-employed individuals and small business owners.
Marketing is achieved primarily through the career agency force of
its marketing subsidiary. The Company's goal is to combine the
talents of its employees and agents to market competitive and
profitable insurance products and provide superior customer
service in every aspect of operations.

                         *      *      *

                         CSFB Financing

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

"Ascent received debt financing to fund an $11 million capital
contribution to FLICA in April 2001 from Credit Suisse First
Boston Management Corporation, which is an affiliate of Special
Situations Holdings, Inc. - Westbridge (Ascent's largest
stockholder). The credit agreement relating to that loan provided
Ascent with total loan commitments of $11 million, all of which
were drawn in April 2001. The loan bears interest at a rate of 12%
per annum and matures in April 2004. Absent any acceleration
following an event of default, Ascent may elect to pay interest in
kind by issuance of additional notes. During the three months
ended June 30, 2003, Ascent issued $427,000 in additional notes
for payment of interest in kind which increased the notes payable
balance to CSFB at June 30, 2003 to approximately $14.4 million.
Terms of the CSFB Credit Agreement are equivalent to terms that
exist in arm's-length credit transactions. Ascent must obtain
additional financing to retire the note payable when it matures in
April 2004 or restructure the terms of the note. Failure of Ascent
to successfully refinance the note payable would have a material
adverse impact on Ascent's liquidity, capital resources and
results of operations.

"The Company has authorized 40,000 shares of non-voting preferred
stock. At June 30, 2003, 35,654 shares of preferred stock were
outstanding, all of which are owned by Special Situations
Holdings, Inc. - Westbridge, which is Ascent's largest common
stockholder and is also an affiliate of CSFB. Dividends on
Ascent's preferred stock are payable in cash or through issuance
of additional shares of preferred stock at the option of Ascent.
On June 30, 2003, preferred stock dividends accrued in the second
quarter of 2003 were paid through the issuance of 890 shares of
preferred stock.

"The preferred stock is mandatorily redeemable in cash on March
24, 2004 in an amount equal to the stated value per share plus all
accrued and unpaid dividends thereon to the date of redemption.
Ascent must obtain additional financing to retire the preferred
stock when due or restructure the terms of the preferred stock.
Failure of Ascent to successfully refinance the preferred stock
would have a material adverse impact on Ascent's liquidity,
capital resources and results of operations."


BOISE CASCADE: Sets Election Deadline re OfficeMax Acquisition
--------------------------------------------------------------
Boise Cascade Corporation (NYSE: BCC) announced the deadline for
OfficeMax, Inc. (NYSE: OMX) shareholders wishing to make an
election to receive cash or Boise common stock in the pending
merger between Boise and OfficeMax.  OfficeMax shareholders must
deliver to Wells Fargo Shareowner Services, the Exchange Agent,
properly completed Forms of Election, together with their stock
certificates or properly completed notices of guaranteed delivery,
by 5 p.m., Eastern Time, on December 5, 2003, to select the merger
consideration they would like to receive.

The merger consideration is subject to proration, regardless of  
the form of consideration the shareholder chooses to receive.  
Accordingly, most OfficeMax shareholders will receive
consideration that differs, in part, from the consideration they
have elected.

OfficeMax shareholders who do not make a timely election and/or
fail to properly deliver the documentation to Wells Fargo may not
select the form for merger consideration they would like to
receive.  Non-electing shareholders may be paid in all cash, all
stock, or a combination of cash and stock, depending on the cash
and stock elections made by other shareholders.

Beginning on November 7, 2003, forms of election and letters of
transmittal were mailed to OfficeMax shareholders who held their
shares of record as of November 3, 2003.  OfficeMax shareholders,
including those that acquired their OfficeMax shares after
November 3, may request copies of these documents by calling Wells
Fargo Shareowner Services toll-free at 1-800-380-1372.

Boise and OfficeMax previously announced that the special
shareholder meetings related to the merger will be held on
December 9, 2003.  If shareholders of both companies approve the
transaction, Boise and OfficeMax expect to close the transaction
after the vote on December 9.

Boise (S&P/BB+/Stable/--) delivers office, building, and paper
solutions that help its customers to manage productive offices and
construct well-built homes -- two of the most important activities
in our society.  Boise's 24,000 employees help people work more
efficiently, build more effectively, and create new ways to meet
business challenges.  Boise also provides constructive solutions
for environmental conservation by managing natural resources for
the benefit of future generations.  Boise had sales of $7.4
billion in 2002.

         Additional Information About This Transaction

The registration statement containing the joint proxy
statement/prospectus was declared effective by the Securities and
Exchange Commission on November 5, 2003.  On November 7, 2003,
Boise and OfficeMax began mailing the definitive joint proxy
statement/prospectus and other documents regarding this
transaction to their respective security holders of record as of
November 3, 2003.  These documents contain important information
about this transaction, and we urge you to read them carefully.

You may obtain copies of all documents filed with the SEC
regarding this transaction, free of charge, at the SEC's Web site
at http://www.sec.gov  You may also obtain documents filed with  
the SEC by Boise, free of charge, from Boise on the Internet at
http://www.bc.comunder the "Investor Relations" section, or by
contacting Boise's Corporate Communications Department by mail at
1111 West Jefferson Street, P.O. Box 50, Boise, Idaho 83728, by
phone at (208) 384-7990, or by e-mail to investor@bc.com.


BRIDGE INFORMATION: Court Disallows State Farm's $1-Mill. Claim
---------------------------------------------------------------
U.S. Bankruptcy Court Judge McDonald, who's overseeing the Bridge
Information Systems Debtors' bankruptcy proceedings, disallows 10
Claims:

   Claimant                Claim No.     Claim Amount
   --------                ---------     ------------
   Automated Securities        67            $184,401
   MarketDataNow, Inc.        273              95,829
   D&W Telcom, LLC            476              31,886
   IPE Market Svcs., Ltd.     531             354,892
   Arcturis                   803              74,627
   Fee-Oslo Stock Exchange    809             189,426
   State Farm Insurance Co.  1105           1,022,599
   Fiorini Ramirez, Inc.     1297                 N/A
   Borsa Italiana S.p.A.     1632              52,102
   NAIC                      1844               9,000
   Stockholmsborsen AB        997        SKR2,520,865
  
According to Judge McDonald, the claimants to the disallowed
claims did not respond to the Plan Administrator's Objection.
(Bridge Bankruptcy News, Issue No. 52; Bankruptcy Creditors'
Service, Inc., 215/945-7000)    


BURLINGTON INDUSTRIES: Completes Sale of Businesses to W.L. Ross
----------------------------------------------------------------
Burlington Industries, Inc., completed the sale of its operating
businesses to the W.L. Ross & Co. private equity firm and Mohawk
Industries, Inc. The transaction was approved by the Bankruptcy
Court as part of Burlington's reorganization plan confirmed on
October 31, 2003.

Under the plan, Burlington's creditors will receive distributions
in varying amounts depending on priority. The secured bank
creditors will be paid in full, unsecured creditors will receive a
portion of their allowed claims and equity interests will be
cancelled without any payment. Distributions on unsecured claims
will be made by the distribution trust established as part of the
plan. The ultimate amounts so payable, and timing of payments,
depend on future events, including resolution of the amount of
Burlington's net working capital at closing, determination of the
amount of allowed claims and the value of other assets, and
accordingly cannot be specifically determined at this time.
However, the amounts are expected to be less than the 41.5 cents
per dollar of allowed claims estimated at the time the W.L. Ross
agreement was reached. The distribution trust, which was
established effective as of November 10, 2003 pursuant to
Burlington's reorganization plan, is not able to determine the
ultimate distributions at this time.


BURLINGTON: W.L. Ross Confirms Completion of Sale Transaction
-------------------------------------------------------------
WL Ross & Co. LLC has completed the purchase of Burlington
Industries previously approved by U.S. Bankruptcy Judge Newsome,
and the simultaneous sale of Lees Carpets to Mohawk Industries,
Inc.

CIT Business Credit, Inc., has provided the new company with an
$85 million asset based line of credit to provide Burlington with
the letters of credit and working capital it needs.

Wilbur L. Ross, Chairman of both WL Ross & Co. LLC, and now of
Burlington, said, "Burlington's debt burden has been reduced from
$800 million at the time it filed bankruptcy to $85 million.
Therefore the Burlington employees who have remained loyal during
the bankruptcy to the new company no longer have to worry about
the solvency of their employer. Under the new CEO, Joe Gorga,
Burlington will combine its strong financial base with the 85th
best known brand in the world, technology, and efficient
operations to become a consolidator of the industry. The only
other ingredient we need is a sensible future trade policy on the
part of the Bush Administration and we have every expectation that
this will be forthcoming."

WL Ross & Co. LLC sponsors global private equity and hedge fund
investments on behalf of major institutional investors and has
committed more than $2 billion of equity since its founding in
April, 2000.

With operations in the United States, Mexico and India and a
global manufacturing and product development network based in Hong
Kong, Burlington Industries is one of the world's most diversified
marketers and manufacturers of softgoods for apparel and interior
furnishings.


CALPINE: Obtains New $140M Project Refinancing for Colorado Unit
----------------------------------------------------------------    
Calpine Corporation (NYSE: CPN) completed a $140 million, 15-year
term loan for its 300-megawatt Blue Spruce Energy Center located
in Aurora, Colorado.  The new financing replaces a construction
loan, which the company entered into in August 2002.  Calpine
sells the full output of the plant to Public Service Co. of
Colorado (Public Service) under a ten-year tolling agreement. Beal
Bank, Dallas, Texas, provided the term loan.

"This demonstrates Calpine's continued successful implementation
of its financing strategy, whereby commercial, bank-provided
construction facilities are refinanced with attractive, long-term
financing in the capital markets," said Brian Harenza, Calpine
vice president, finance.

The Blue Spruce Energy Center entered operations in April 2003.
Under the ten-year tolling agreement, Public Service has dispatch
rights for all of the capacity and energy produced by the power
plant. It also manages the purchase and delivery of natural gas
used to fuel the facility.

The power plant is located in an industrial area east of Denver in
Aurora, and interconnects with Public Service's transmission
lines, with access to nearby gas pipelines serving the region. The
facility's strategic location enables it to directly support
Public Service's grid when power is needed the most.

Calpine Corporation (S&P, CCC+ Senior Unsecured Convertible Note
and B Second Priority Senior Securte Note Ratings, Negative
Outlook) is a leading North American power company dedicated to
providing electric power to wholesale and industrial customers
from clean, efficient, natural gas-fired and geothermal power
facilities. The company generates power at plants it owns or
leases in 22 states in the United States, three provinces in
Canada and in the United Kingdom. Calpine is also the world's
largest producer of renewable geothermal energy, and it owns
approximately 900 billion cubic feet equivalent of proved natural
gas reserves in Canada and the United States. The company was
founded in 1984 and is publicly traded on the New York Stock
Exchange under the symbol CPN. For more information about Calpine,
visit http://www.calpine.com


CHESAPEAKE ENERGY: Plans to Offer $200-Mill. of New Senior Notes
----------------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) intends to commence a
private placement offering to eligible purchasers of $200 million
of a new issue of senior notes due 2016.  The notes are expected
to be eligible for resale under Rule 144A.  The private offering,
which is subject to market and other conditions, will be made
within the United States only to qualified institutional buyers,
and outside the United States only to non-U.S. investors.

Chesapeake intends to use the net proceeds of the offering to fund
its recently announced tender offer for all of its approximately
$111 million outstanding 8.5% Senior Notes due 2012 and to repay
debt under its bank credit facility incurred primarily to finance
its recent acquisition of south Texas natural gas properties from
Laredo Energy, L.P. and its partners.

In addition, Chesapeake announced that, subject to market and
other conditions, it is considering offering to exchange, in a
private placement, up to $500 million of its existing 8.125%
Senior Notes due 2011 for additional senior notes issued in one or
more series maturing after 2011, including from its existing
series or the series of new notes described above.  The exchange
offer, if made, would be a private placement within the United
States only to qualified institutional buyers and outside the
United States only to non-United States persons.

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

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


CHESAPEAKE ENERGY: Commences Tender Offer for $110M of Sr. Notes
----------------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) intends to commence, on
November 12, 2003, a cash tender offer and consent solicitation
for any and all of its $110,669,000 aggregate principal amount of
8.5% Senior Notes due 2012 (CUSIP # 165167AN7).

Holders who validly tender their Notes by 5:00 p.m., New York City
time, on November 25, 2003, will receive the total consideration
of $1,063.37, consisting of (i) the purchase price of $1,033.37
and (ii) the consent payment of $30.00 per $1,000 principal amount
of Notes accepted for purchase.  Holders who validly tender their
Notes by the Consent Date will receive payment on the initial
payment date, which is expected to be on or about November 26,
2003.

The Offer is scheduled to expire at 12:00 midnight, New York City
time, on December 10, 2003, unless extended.  Holders who validly
tender their Notes after the Consent Date and prior to the
Expiration Date will receive the purchase price of $1,033.37 per
$1,000 principal amount of Notes accepted for purchase.  Payment
for Notes tendered after the Consent Date will be made promptly
after the Expiration Date.

All holders whose Notes are accepted for payment will also receive
accrued and unpaid interest up to, but not including, the
applicable date of payment for the Notes.

In connection with the Offer, the Company is soliciting consents
to certain proposed amendments to eliminate substantially all of
the restrictive covenants in the indenture governing the Notes.  
Holders may not tender their Notes without delivering consents or
deliver consents without tendering their Notes.

The Offer is subject to the satisfaction of certain conditions,
including the Company's receipt of tenders of Notes representing
at least a majority in principal amount of the outstanding Notes
and completion of a recently announced private offering of senior
notes which will be used to finance the Offer.  The terms of the
Offer will be described in the Company's Offer to Purchase and
Consent Solicitation Statement to be dated November 12, 2003,
copies of which may be obtained from D.F. King & Co., Inc., the
information agent for the Offer, at (800) 628-8532 (US toll free)
and (212) 493-6920 (collect).

The Company has engaged Banc of America Securities LLC to act as
dealer manager and solicitation agent in connection with the
Offer.  Questions regarding the Offer may be directed to Banc of
America Securities LLC, High Yield Special Products, at (888) 292-
0070 (US toll-free) and (704) 388-4813 (collect).

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


CHESAPEAKE ENERGY: Plans $150MM Conv. Preferred Shares Offering
---------------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) intends to commence a
public offering of 1,500,000 shares of a new series of its
cumulative convertible preferred stock with a stated value of $100
per share.  Chesapeake intends to use the net proceeds of the
offering to repay debt under its bank credit facility incurred to
finance its recent acquisition of south Texas natural gas
properties from Laredo Energy, L.P. and its partners.

The offering will be made under the company's existing shelf
registration statement.  The company has also granted the
underwriters an option to purchase a maximum of 225,000 additional
shares of convertible preferred stock to cover over-allotments.

Lehman Brothers, Banc of America Securities LLC and Morgan Stanley
will be joint book-running managers for the offering.  Copies of
the preliminary prospectus relating to the offering may be
obtained from the offices of Lehman Brothers Inc., c/o ADP
Financial Services, Integrated Distribution Services, 1155 Long
Island Avenue, Edgewood, NY 11717, 631-254-7106; Banc of America
Securities LLC, 100 West 33rd Street, New York, NY 10001, 646-733-
4166; or Morgan Stanley, Prospectus Department, 1585 Broadway, New
York, NY 10036, 212-761-4000.

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


COMM'L MORTGAGE: Fitch Takes Rating Actions on 1998-C2 Notes
------------------------------------------------------------
Fitch Ratings upgrades Commercial Mortgage Acceptance Corp.,
commercial mortgage pass-through certificates, Series 1998-C2, as
follows:

     -- $144.6 million Class B to 'AAA' from 'AA';
     -- $173.5 million Class C to 'AA-' from 'A';
     -- $173.5 million Class D to 'BBB+' from 'BBB'.

The following classes are affirmed:

     -- $199.8 million Class A-1 at 'AAA';
     -- $837.8 million Class A-2 at 'AAA';
     -- $671.1 million Class A-3 at 'AAA';
     -- Interest-only Class X at 'AAA';
     -- $43.4 million Class E at 'BBB-';
     -- $21.7 million Class G at 'BB';
     -- $36.1 million Class H at 'BB-';
     -- $21.7 million Class L at 'CCC'.

The following classes remain on Rating Watch Negative:

     -- $65.1 million Class J rated 'B';
     -- $21.7 million Class K rated 'B-'.

Fitch does not rate the $122.9 million class F or the $36.4
million class M.

The rating upgrades are a result of increased subordination levels
resulting from 10.2% paydown of the pool's certificate balance to
$2.6 billion from $2.9 billion at issuance combined with the
defeasance of the second largest loan, One Liberty Plaza.

Classes J and K remain on Rating Watch Negative due to continued
interest shortfalls.

The master servicer, Midland Loan Services, collected year-end
2002 operating statements for 85% of the pool by collateral
balance. The YE 2002 debt service coverage ratio for these loans
is 1.67 times compared to 1.73x at YE 2001 and 1.42x at issuance.

Of concern are several loans in special servicing. As of the
October 2003 distribution date, there are 14 loans in special
servicing representing 4.8% of the outstanding pool balance. The
largest specially serviced loan, 330 South Warminster Road (1%),
is collateralized by an office property in Hatboro, PA and is over
90 days delinquent. The loan became delinquent after the largest
tenant vacated its space and the resulting cash flow was
insufficient to meet debt service obligations. The property is now
91% leased and the performance is expected to improve. The second
largest specially serviced loan, Bell Atlantic Building (0.9%), is
collateralized by an office property in Newark, NJ and is over 90
days delinquent. The property is 100% vacant after Verizon, the
sole tenant, vacated in January 2003. The special servicer,
Midland Loan Services, is pursuing foreclosure. The next specially
serviced loan, Omni Richardson Hotel (0.9%), is collateralized by
a full service hotel in Richardson, TX and is also over 90 days
delinquent. The property is being marketed for sale.

The master servicer recouped advances on two real estate owned  
properties during the October 2003 distribution date causing
interest shortfalls to classes F, G, and H in addition to the
shortfalls that had already accumulated for classes J, K, L, and
M. The shortfalls to classes F and G are expected to be fully paid
back in November 2003 while class H is expected to be partially
repaid in November and fully in December 2003. The shortfalls to
classes J, K, L, and M are expected to continue while the loans
with appraisal subordinate entitlement reductions remain in the
deal. Fitch will continue to monitor the interest due to these
classes closely.

Fitch applied various hypothetical stress scenarios taking into
consideration the above concerns. Even under these stress
scenarios, the resulting subordination levels were sufficient to
upgrade the designated classes.


CONE MILLS: Secures Nod to Hire Ordinary Course Professionals
-------------------------------------------------------------
Cone Mills Corporation and its debtor-affiliates sought and
obtained approval from the U.S. Bankruptcy Court for the District
of Delaware to employ the professionals they utilize in the
ordinary course of their businesses.

The Debtors desire to continue to employ the Ordinary Course
Professionals to render services similar to those services
rendered prior to the Petition Date. These services include, among
others, labor counsel, intellectual property counsel and workers'
compensation counsel.

The Debtors point out that prior to the Petition Date, they
utilized a number of Ordinary Course Professionals to provide
services required on a day-to-day basis to manage their affairs.
The Debtors submit that, in light of the costs associated with the
preparation of employment applications for professionals who will
receive relatively small fees, it is impractical and inefficient
from a cost perspective for the Debtors to submit individual
applications and proposed retention orders for each of the
Ordinary Course Professionals.

In this connection, the Debtors are also asking the Court for an
authority to pay the Ordinary Course Professionals, 100% of the
fees and disbursements incurred upon submission of an appropriate
invoice setting forth in reasonable detail the nature of the
services rendered and disbursements actually incurred, up to the
lesser of:

     (a) $25,000 per month per Ordinary Course Professional, or

     (b) $100,000 per year, in the aggregate, per Ordinary
         Course Professional.

Headquartered in Greensboro, North Carolina, Cone Mills
Corporation is one of the leading denim manufacturers in North
America. The Debtor also produces fabrics and operates a
commission finishing business. The Company, with its debtor-
affiliates filed for chapter 11 protection on September 24, 2003
(Bankr. Del. Case No. 03-12944).  Pauline K. Morgan, Esq., at
Young, Conaway, Stargatt & Taylor represent the Debtors in their
restructuring efforts. When the Company filed for protection from
its creditors, it listed $318,262,000 in total assets and
$224,809,000 in total debts.


CONGOLEUM CORP: Reports Slightly Improved Third-Quarter Results
---------------------------------------------------------------
Congoleum Corporation (AMEX:CGM) reported its financial results
for the third quarter ended September 30, 2003.

Sales for the three months ended September 30, 2003 were $61.1
million, compared with sales of $57.7 million reported in the
third quarter of 2002, an increase of 5.9%. Net income for the
quarter ended September 30, 2003 was $1.3 million versus net
income of $.6 million in the third quarter of 2002. Earnings per
share for the quarter ended September 30, 2003 was $.15, compared
with earnings per share of $.07 in the third quarter of 2002. Net
earnings in the third quarter of 2003 included $1.6 million from
the recognition of tax benefit realized as a result of net
operating loss carry back claims received.

Sales for the nine months ended September 30, 2003 were $169.7
million, compared with sales of $183.6 million reported in the
first nine months of 2002, a decrease of 7.6%. The net loss for
the nine months ended September 30, 2003 was $3.3 million, or $.40
per share, versus net income (before a required accounting change)
of $.7 million, or $.09 per share, in the first nine months of
2002. The required accounting change recorded in the first quarter
of 2002 was a non-cash transition charge of $10.5 million, or
$1.27 per share, for impairment of goodwill as required for
adoption of Statement of Financial Accounting Standards No. 142.

Roger S. Marcus, Chairman of the Board, commented, "Third quarter
results were negatively affected by $.4 million in severance
expense due to an August layoff and by a major distributor's
decision to reduce inventory levels, which I estimate cost us $1-2
million in sales in September. Despite this inventory reduction,
sales in the third quarter increased over both the prior quarter
and the third quarter of last year, as a result of newly
introduced products as well as the continued success of products
designed for the builder market and some improvement in sales to
the manufactured housing industry. Operating results for the third
quarter were below the third quarter of 2002 due to higher costs
for raw materials, pensions, medical benefits, insurance, and
energy and a less profitable sale mix. However, we have initiated
a number of cost reduction steps this year to offset these
increases, and the benefit of these efforts can be seen in the
improvement in results in the third quarter over the second
quarter. We expect our profit margins in the future will continue
to benefit from the steps we have taken, as well as from a 3-5%
price increase announced in September."

Mr. Marcus continued, "The improvement in financial results from
the second to the third quarter is but one of several positive
developments. We also just signed a second five year labor
contract, giving us long term agreements through 2008 covering our
two largest plants. On the new product front, one of our recent
introductions has far surpassed our expectations. Finally, as we
just announced, the voting process on our pre-packaged plan of
reorganization has now commenced, another major milestone. We
expect our reorganization case will be filed around the end of
this year, and we will be pursuing a prompt confirmation of our
plan. The prospect of putting the reorganization behind us,
combined with our sales momentum and the significant reductions we
have made in our costs, could make 2004 a better year for
Congoleum."

Congoleum Corporation is a leading manufacturer of resilient
flooring, serving both residential and commercial markets. Its
sheet and tile products are available in a wide variety of designs
and colors, and are used in remodeling, manufactured housing, new
construction and commercial applications. The Congoleum brand name
is recognized and trusted by consumers as representing a company
that has been supplying attractive and durable flooring products
for over a century.


CONSECO FIN: Enters Stipulation Settling Creditor Group's Claims
----------------------------------------------------------------
This Stipulation is entered into by the Creditors Group,
comprised of these Parties:

   (a) Capital Research & Management Company,
   (b) Commonwealth Advisors,
   (c) Prudential Investment Management,
   (d) Morgan Asset Management,
   (e) Jefferson Pilot Financial Insurance Company,
   (f) Millennium Partners, and
   (g) Goldman Sachs Mortgage Company.

Bridge Associates, in its capacity as Plan Administrator
overseeing the Sixth Amended Joint Liquidating Plan of
Reorganization of the Conseco Finance Debtors, also joins in the
Stipulation.

The Unsecured Creditors Committee in the CFC Debtors' cases,
sought alternative funding for a reorganization process or an
alternative Section 363 sale transaction or process.  Goldman
Sachs presented a Replacement DIP Offer, but would not commit
without a prior payment agreement from the CFC Committee.  As a
result, each member of the Creditors Group entered into letter
agreements with Goldman Sachs agreeing to pay its pro rata
portion of up to $35,000,000 in fees and expenses to induce
Goldman Sachs to provide a commitment for the Replacement DIP.

On February 26, 2003, the Court authorized the Commitment Letter
for the Replacement DIP and authorized the CFC Debtors to pay
Goldman Sachs $5,000,000 in expense reimbursement and a
$3,750,000 interim commitment fee, which were paid in June.  
Pursuant to the Terms of the Letter Agreements, the Creditor
Group Obligations are reduced on a dollar-for-dollar basis by the
Replacement DIP Fees.  Accordingly, each member of the Creditors
Group was required to pay Goldman Sachs their pro rata share of
$26,250,000.  The Court granted this authorization and gave the
CFC Debtors permission to pay the reasonable attorney's fees and
expenses of the Creditors Group.  Pursuant to the Order, the
$26,250,000 and the attorney's fees and expenses constitute
administrative expenses of the CFC Debtors and will be paid from
the Residual Balance, as provided in the Plan.

The Parties agree to the payment of:

   (a) $26,250,000, the Substantial contribution Claim, from the
       CFC Debtors to Goldman Sachs to this account:

                Bank: Citibank, New York City
                ABA No. 02100089
                Beneficiary: Goldman Sachs Mortgage Company
                Account No.: 40711421
                Reference: Conseco Finance

   (b) the Fees and Expenses from the CFC Debtors to Patzik,
       Frank & Samotny, Ltd., in full satisfaction of the
       Creditor Group Obligations under the GS Letter Agreements
       to this account:

                Bank: U.S. Bank of Chicago
                ABA No.: 071904779
                Account No.: 760584312
                Account Name: Patzik, Frank & Samotny Ltd.
                              Client Funds Account

   (c) The Plan Administrator, on behalf of the CFC Debtors'
       estates, will pay $26,250,000 to Goldman Sachs.  The Plan
       Administrator will pay $151,114 by wire transfer out of
       the Residual Balance to PF&S.  (Conseco Bankruptcy News,
       Issue No. 37; Bankruptcy Creditors' Service, Inc., 215/945-
       7000)    


CONSECO INC: Will Publish Third-Quarter 2003 Results on Tuesday
---------------------------------------------------------------
Conseco, Inc. (NYSE:CNO) will report results for the third quarter
of 2003 after the market close on Tuesday, November 18.

The company will host a conference call to discuss results the
next morning. We will file our Form 10-Q on Wednesday, November
19. As a result of Conseco's emergence from bankruptcy, our assets
and liabilities are required, under "fresh start" accounting, to
be revalued as of the emergence date, which occurred during the
third quarter. Accordingly, the quarter will reflect two bases of
accounting. The filing date for the 10-Q includes a five-day
extension in order to allow adequate time for the required reviews
of our "fresh start" balance sheet.

Management's conference call will begin at 10:00 a.m. Eastern Time
on Wednesday, November 19. The webcast can be accessed through the
Investors section of the company's web site as follows:
http://www.conseco.com/csp/about_conseco/investors_webcast.htm  

Listeners should go to the web site at least 15 minutes before the
event to register, download and install any necessary audio
software.

Conseco, Inc.'s insurance companies help protect working American
families and seniors from financial adversity: Medicare
supplement, cancer, heart/stroke and accident policies protect
people against major unplanned expenses; annuities and life
insurance products help people plan for their financial future.


COUNCILL CRAFTSMEN: UST Names 3-Member Creditors' Committee
-----------------------------------------------------------
The United States Trustee appointed 3 members to an Official
Committee of Unsecured Creditors in Council Craftsmen, Inc.'s
Chapter 11 cases:

       1. Tmomasville Veneer Co., Inc.
          521 Broad Street
          Thomasville, NC 27630
          Attn: D. Leon Rickard

       2. Michael Burke Ltd.
          Box 2026
          Natchez, MS 39121
          Attn: Michael Burke

       3. Simex International, Inc.
          209 E. Russel Avenue
          High Point, NC 27260
          Attn: Dale Singley

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense. They may investigate the Debtors' business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent. Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest. If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee. If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in Denton, North Carolina, Councill Craftsmen, Inc.,
is in the business of furniture making. The Company filed for
chapter 11 protection on September 23, 2003 (Bankr. M.D. N.C. Case
No. 03-52880).  R. Bradford Leggett, Esq., at Allman Spry Leggett
& Crumpler, P.A., represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $10,219,400 in total assets and $7,294,774 in
total debts.


CRITICAL PATH: Sept. 30 Net Capital Deficit Balloons to $61 Mil.
----------------------------------------------------------------
Critical Path, Inc. (Nasdaq: CPTH), a global leader in digital
communications software and services, announced financial results
for the third quarter ended September 30, 2003.

Revenues for the third quarter of 2003 were $16.2 million,
compared to $18.1 million in the second quarter of 2003. Cash
operating expenses, which exclude amortization, depreciation and
restructuring charges, improved to $21.8 million, compared with
$23.6 million in the second quarter of 2003.

Based on Generally Accepted Accounting Principles (GAAP) in the
United States, net loss attributable to common shares for the
third quarter of 2003 was $18.6 million, or $0.92 per share,
compared to $11.0 million, or $0.55 per share in the second
quarter of 2003.

Earnings before interest, taxes, depreciation and amortization,
adjusted to exclude special charges (Adjusted EBITDA), amounted to
a loss of $5.6 million in the third quarter of 2003, compared to
an Adjusted EBITDA loss of $5.4 million in the second quarter of
2003.

"Although we are obviously disappointed with our revenue for the
quarter, the results do not reflect a number of significant new
customer commitments for our hosted and licensed solutions that we
expect will result in revenue in future quarters," said William
McGlashan, Jr., chairman and chief executive officer of Critical
Path. "Our latest deals with such customers as T-Mobile,
Virgin.net, SK Communications, AFLAC, Z-Tel, Telecom Italia Media,
Wind and one of the largest financial services companies in Europe
demonstrate our continued traction and market opportunity. In
addition, we continued to reduce expenses while also investing
significantly in our new hosted business, which we believe will
ultimately create substantial value for the Company."

As of September 30, 2003, the Company's cash and cash equivalents
totaled $18.2 million as compared with its June 30, 2003 balance
of $24.5 million. During the quarter the Company used cash of
approximately $3.2 million to fund operating losses, approximately
$1.1 million in restructuring payments, and approximately $3.1
million in capital expenditures for an aggregate cash usage of
$7.4 million. These uses were offset by net cash proceeds from
financing activities of approximately $900,000 and approximately
$200,000 related to the effects of foreign exchange. In the
current quarter it will be essential to the Company's continued
viability for it to complete a financing or other strategic
transaction. The Company is currently in negotiations in an
attempt to raise additional capital.

At September 30, 2003, the Company's balance sheet shows a working
capital deficit of about $2 million, and a total shareholders'
equity deficit of about $61 million.

                         Regulation G

The Company uses both GAAP and non-GAAP metrics to measure its
financial results. It utilizes two primary non-GAAP metrics: cash
operating expenses and Adjusted EBITDA. Management believes that,
in addition to GAAP metrics, these non-GAAP metrics assist the
Company in measuring its cash based performance. In addition,
management believes these non-GAAP metrics are useful to investors
because they remove unusual and nonrecurring charges that occur in
the affected period and provide a basis for measuring the
Company's financial condition against other quarters. Since the
Company has historically reported non-GAAP results to the
investment community, management also believes the inclusion of
non-GAAP measures provides consistency in its financial reporting.
However, non-GAAP financial measures should not be considered in
isolation from, or as a substitute for, financial information
prepared in accordance with GAAP. The calculations for cash
operating expenses and Adjusted EBITDA are in the Alternative
Measurement Reconciliation table below.

Critical Path, Inc. (Nasdaq: CPTH) is a global leader in digital
communications software and services. The company provides
messaging solutions - from wireless, secure and unified messaging
to basic email and personal information management - as well as
identity management solutions that simplify user profile
management and strengthen information security. The standards-
based Critical Path Communications Platform, built to perform
reliably at the scale of public networks, delivers the industry's
lowest total cost of ownership for messaging solutions and lays a
solid foundation for next-generation communications services.
Solutions are available on a hosted or licensed basis. Critical
Path's customers include more than 700 enterprises, 200 carriers
and service providers, eight national postal authorities and 35
government agencies. Critical Path is headquartered in San
Francisco. More information can be found at
http://www.criticalpath.net  


DAYTON SUPERIOR: Sept. 26 Net Capital Deficit of about $2.8 Mil.
----------------------------------------------------------------
Dayton Superior Corporation reported that sales for the third
quarter of 2003 totaled $101.0 million, an 8.9% decline from year
earlier third quarter sales of $110.9 million. Sales declined as
the lagging domestic economy continued to adversely impact non-
residential construction activity during the recent quarter.
Gross margin for the third quarter of 2003 was 24.5% as compared
to 33.0% in the third quarter of 2002. This was primarily due to
decreased revenues as well as higher operating expenses, such as
steel, insurance, and depreciation. Dayton's SG&A increased to
$23.1 million in the recent quarter from $21.4 million in the
third quarter of 2002, primarily due to the recent acquisition of
Safway Formwork Systems.

Income from operations in the recent quarter totaled $1.0 million
versus $12.8 million in the third quarter of 2002. The Company
reported a net loss of $6.4 million in the third quarter of 2003,
versus net income of $2.6 million in the third quarter of 2002.

Dayton Superior also reported that it has received a commitment
from GE Capital for an $80 million senior secured revolving credit
facility. This credit facility would be used to refinance the
existing $50 million revolving credit facility and will provide
the Company with substantial liquidity to manage the business and
future growth opportunities. The proposed facility will have no
financial covenants, and will be subject to availability under a
borrowing base calculation. Closing of this transaction is
contingent upon normal due diligence and is expected to close by
year end.

Third quarter 2003 Credit Agreement EBITDA totaled $8.4 million
versus $20.4 million in the like quarter of 2002. Dayton's Credit
Agreement EBITDA margin was 8.4% in the recent quarter versus
18.4% in the third quarter of 2002.

Sales for the first three quarters of 2003 totaled $278.5 million,
versus $305.5 million in the year earlier period. Gross margins
declined to 27.6% for the first three quarters of 2003 versus
32.6% in the first three quarters of 2002 as declining rental
revenues and product volume impacted profitability. SG&A expenses
for the first three quarters declined 6.9% year-over-year as
management continued its efforts to minimize costs. For the most
recent nine months, Dayton Superior achieved an operating income
of $12.4 million versus $29.2 million in the first three quarters
of 2002. The Company reported a net loss of $12.2 million for the
first three quarters of 2003 versus the net loss of $14.7 million
reported in the first three quarters of 2002. Included in the 2002
loss was a goodwill write-down of $17.1 million after taxes. For
the first three quarters of 2003, Dayton Superior achieved Credit
Agreement EBITDA of $32.2 million versus $47.5 million in the year
earlier nine months. The Company's Credit Agreement EBITDA margin
was 11.5% for the first nine months of 2003 versus 15.5% for the
same period of 2002.

Based on preliminary internal estimates, management expects that
Credit Agreement EBITDA in the fourth quarter of 2003 will be in
the range of $9.0 million to $11.0 million. Actual results for the
quarter will depend on numerous factors, many of which are beyond
the Company's control.

Dayton Superior's September 26, 2003 balance sheet shows a total
shareholders' equity deficit of about $2.8 million.

Stephen R. Morrey, Dayton Superior's President and Chief Executive
Officer said, "Sales volumes continue to be negatively affected by
weak construction markets. Lower sales of used rental equipment
also hurt our sales and gross margins. We also experienced higher
operating expenses, such as steel, depreciation and insurance. One
response to these higher costs was to increase our prices
effective October 1, 2003. The market appears to be accepting this
increase and we intend to make other increases if steel and other
costs continue to rise. Despite the difficult non-residential
construction market, we continue to take the steps necessary to
position the Company for the market recovery that we believe will
occur."

"During the quarter, we completed the acquisition of certain
assets of Safway Formwork Systems from ThyssenKrupp AG and we are
ahead of our goals in integrating this acquisition. Safway sells
and rents European style concrete forming and shoring systems, an
area in which our Symons division has become increasingly active.

"We are also excited about our relationship with GE Capital and
the increased liquidity and flexibility the $80 million revolving
line of credit will bring."

Dayton Superior Corporation is the largest North American
manufacturer and distributor of metal accessories and forms used
in concrete construction and metal accessories used in masonry
construction and has an expanding construction chemicals business.
The Company's products, which are marketed under the Dayton
Superior(R), Dayton/Richmond(R), Symons(R), American Highway
Technology(R) and Dur-O-Wal(R) names, among others, are used
primarily in two segments of the construction industry: non-
residential buildings and infrastructure construction projects.


DELPHI CORP: Names Appointments for Executive Sales Positions
-------------------------------------------------------------
Delphi Corp. (NYSE: DPH) (S&P, BB cumulative trust preferred
securities, Negative) made important changes in its sales
organization, naming Gregory D. Kochendorfer director of sales and
marketing for Delphi Saginaw Steering Systems. Replacing
Kochendorfer as global director of Delphi Commercial Vehicle
Systems is Bradley J. Maggart, who had been director of marketing,
planning and communications for Delphi Asia-Pacific.  Maggart also
had oversight responsibility for the commercial vehicle account in
Asia-Pacific.  Both appointments are effective Jan. 1, 2004.  A
replacement for Maggart will be named at a later date.

"Delphi's focus on the customer has never been stronger," said
J.T. Battenberg III, Delphi's chairman, chief executive officer
and president. "Greg and Brad have played key roles in growing our
business with commercial vehicle customers and vehicle
manufacturers in the Asia-Pacific region.  In their new roles,
they will use a strong, customer-oriented approach to ensure
continued growth in their respective areas."

Kochendorfer, 46, will report to Robert J. Remenar, president of
Delphi Saginaw Steering Systems, and will be responsible for
leading the global sales activities for the division.  He had been
Delphi's global director for Commercial Vehicle Systems since
September 2000.  Under his leadership, Delphi's commercial vehicle
business steadily increased and grew to become Delphi's third
largest customer group overall.

Kochendorfer began his career as an engineer at Delphi Packard
Electric Systems in 1980.  He then held positions in sales,
engineering, and manufacturing at Delphi Energy & Chassis Systems
followed by an international assignment as European director of
sales and marketing at Delphi Safety & Interior Systems.  He
earned a bachelor's of science degree in electrical engineering
from Ohio State University.

"We look forward to Greg joining our team, and the leadership he
will provide in representing our exciting portfolio of advanced
steering systems to the market," said Remenar.

As Kochendorfer's replacement, Maggart, 43, assumes responsibility
for Delphi's business and relationships with global commercial
vehicle manufacturers, including heavy- and medium-duty trucks,
agriculture equipment, construction vehicles and diesel engines.   
These customers include John Deere, Caterpillar, International
Harvester, Hyundai, Isuzu, Hino, Mitsubishi Fuso, FAW, Dongfeng,
DaimlerChrysler, Volvo Truck and TATA.

Maggart began his career at Delphi Delco Electronic Systems in
1980 as a co-op student.  Since then, he has held several
assignments with increasing responsibilities in engineering,
operations and finance.  In 2000, Maggart was named director of
marketing and planning for Delphi Asia-Pacific, based in Tokyo.  
He assumed additional responsibility for communications and public
affairs in Asia in 2001.

Maggart received a bachelor's degree in metallurgical engineering
from Purdue University and a master's degree in manufacturing
management from Kettering University.

"Our commercial vehicle business is a key component of company
growth," said Donald L. Runkle, Delphi vice chairman and chief
technology officer, who also is executive champion for the
commercial vehicle account.   "We are excited to have someone with
the experience and perspective Brad has join the team to ensure
the momentum continues."

For more information about Delphi, visit  
http://www.delphi.com/media


DEX MEDIA: Completes $889 Million 8% and 9% Debt Offerings
----------------------------------------------------------
Dex Media, Inc., successfully completed an offering of $889
million of its notes Monday.  

The offering consisted of $500 million in principal amount of its
8% Notes due 2013 and $389 million in principal amount at maturity
(yielding $250 million in gross proceeds) of its 9% Discount Notes
due 2013.  The notes were sold to qualified institutional buyers
under Rule 144A and outside the United States in compliance with
Regulation S under the Securities Act of 1933, as amended.  The
proceeds from the offering were used to pay a dividend to Dex
Media's equity holders.

Dex Media East LLC, a wholly-owned subsidiary of Dex Media, also
announced the completion of an amendment to its credit facility
and subsequent refinancing of its tranche B term loan facility.  
The Dex Media East LLC credit facility was amended to generally
conform various terms and conditions to those in Dex Media West
LLC's credit facility.

The new tranche B term loan facility consists of a $620.5 million
term loan and has been priced at LIBOR plus 250 basis points,
subject to a pricing decrease attained if certain leverage ratios
are achieved.  The new tranche B facility will have the same
maturity date as the previous facility, which is May 8, 2009.

Dex Media, Inc. (S&P, BB- Corporate Credit Rating, Negative
Outlook) is the parent company of Dex Media East LLC and Dex Media
West LLC.  Dex Media, Inc., through its subsidiaries, provides
local and national advertisers with industry-leading directory,
Internet and direct marketing solutions.  The official, exclusive
publisher for Qwest Communications International Inc., Dex Media
published 271 directories in Arizona, Colorado, Idaho, Iowa,
Minnesota, Montana, Nebraska, New Mexico (including El Paso,
Texas), North Dakota, Oregon, South Dakota, Utah, Washington and
Wyoming in 2002.  As the world's largest privately-owned incumbent
directory publisher, Dex Media produces and distributes 45 million
print directories, and CD ROMs.  Its Internet directory,
qwestdex.com, receives more than 85 million annual searches.


ENCOMPASS SERVICES: Has Until Jan. 7, 2004 to Challenge Claims
--------------------------------------------------------------
The Encompass Services Debtors' Disbursing Agent obtained an
extension of the Claims Objection Deadline to January 7, 2004.

The Encompass Services Debtors are in the process of reviewing the
nearly 4,000 proofs of claim that have been filed in their
bankruptcy cases to determine whether these claims represent bona
fide liabilities or should be disallowed for any number of
reasons.

Given the Debtors' limited number of employees performing a
myriad of duties besides reconciling the amounts of the proofs of
claim with the Debtors' books and records, negotiating with
creditors, and filing objections where necessary, the claims
objection process is extremely time-consuming and the volume of
the proofs of claim filed in the Debtors' cases calls for another
60-day extension of the deadline to file objections to claims.

To date, Encompass' Disbursing Agent, Todd A. Matherne, already
filed seven omnibus objections to duplicate claims, one omnibus
objection to late-filed claims, and one omnibus objection to
duplicate claims of government entities, pursuant to which the
Court has entered orders disallowing 315 claims.  Moreover, 23
individual claim objections are currently set for hearing.

The Disbursing Agent is currently in the process of:

   -- preparing objections to the senior and junior subordinated
      note claims, claims for which buyers of the Debtors' assets
      have assumed liability and claims that are covered by the
      Debtors' insurance policies;

   -- continuing to object to individual claims that it
      determines are invalid; and

   -- preparing additional omnibus objections to 120 late and
      duplicative claims as well as responses to numerous
      administrative claim applications.

The Disbursing Agent still has over 1,100 proofs of claim,
including but not limited to buyer assumed liability and lease
rejection claims, to review.  These claims assert over
$200,000,000. (Encompass Bankruptcy News, Issue No. 21; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ENERGY WEST: Annual Shareholders' Meeting Slated for December 3
---------------------------------------------------------------
Energy West, Incorporated (Nasdaq: EWST) announced that the 2003
Annual Shareholders Meeting will be held on Wednesday, December 3,
2003 instead of November 12, 2003, as previously scheduled.  
Commenting on the delay in the meeting date, the Company noted
that it had been informed by Ian Davidson that certain technical
matters relating to how he has historically reported his ownership
of Company stock could prevent Mr. Davidson from voting at the
Annual Meeting. The Company believes it is important to assure
that all of its shareholders have the opportunity to vote at the
meeting and has therefore postponed the meeting to allow for a
resolution of these technical points.

The Company expects to distribute additional material to its
shareholders in the next several days with further details about
the meeting time and place.

Energy West's March 31, 2003 balance sheet shows that its total
current liabilities exceeded its total current assets by about
$2.4 million.


ENRON: EPMI Unit Wants Nod for Texas Public Utility Settlement
--------------------------------------------------------------
Enron Power Marketing, Inc. is engaged in the purchase and sale
of electric power throughout North America.  EPMI is licensed as
a Qualified Scheduling Entity by the Electric Reliability Council
of Texas, Inc.  To that end, ERCOT licenses energy suppliers and
promulgates certain policies, rules, guidelines and procedures to
promote a competitive energy market in Texas.

During the period beginning July 31, 2001 until February 15,
2002, Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that 19 QSEs operated in ERCOT.  Pursuant to the
ERCOT Protocols, each QSE is required to submit to ERCO estimates
and balanced schedules of the amount of energy needed to serve
its customers, divided into 15-minute intervals, per congestion
zone to which the QSE supplies energy.  The schedules list the
estimated amount of energy the QSE generates, less losses
occurring during energy transmission, equal to estimated energy
consumption for each Interval.  Each QSE is compensated based on
the balanced schedule of load per congestion zone it submits.

By a May 29, 2002 Notice, the Staff of the Public Utility
Commission of Texas commenced an action against EPMI and notified
EPMI of its intent to liquidate administrative penalties and fix
disgorgement amounts for alleged violations of Sections
39.151(d), (i) and (j) of the Texas Utilities Code.  The
Commission alleges that EPMI deliberately overscheduled its
projected energy loads in three congestion zones for a majority
of the month of August 2001, thereby generating inappropriately
high revenues.  In its action, the Commission announced that it
would seek $7,080,000 as an administrative penalty and $2,900,000
from EPMI as a refund of the overpayment.  The Commission filed
Proof of Claim No. 16153 for $9,980,000 in EPMI's Chapter 11 case
on October 15, 2002.

Claim No. 16153 provides that the Fine is equal to $5,000 for
each Interval for which EPMI overscheduled its load.  The
Commission alleges that there were 1,416 Intervals during the
month of August.  This is the maximum administrative penalty
allowed in the Texas Utilities Code, which the Staff asserts is
appropriate due to the seriousness of the violation, the economic
harm borne by other ERCOT market participants, the extent of
overscheduling, the repetitious nature of the overscheduling, the
Commission's desire for deterrence, and the Commission's efforts
to correct the violation.  EPMI maintained, and continues to
maintain, that it has not violated the Texas Utilities Code.

Notwithstanding, to resolve the dispute and the Claim, EPMI and
the Commission entered into arm's-length negotiations, which
resulted in the Settlement Agreement and the reduction and
bifurcation of the Claim.  The Settlement Agreement provides
that:

   (a) the Claim will be divided into two components:

       (1) the $2,900,000 Overscheduled Claim will be allowed
           as a general unsecured claim in EPMI's case; and

       (2) $6,500,000 will be allowed and treated as a claim
           for a civil fine or penalty that is not compensation
           for actual pecuniary loss -- the Statutorily
           Subordinated Claim.

   (b) Inasmuch as the Statutorily Subordinated Claim
       constitutes a Fine, Section 726(a) of the Bankruptcy Code
       will apply and that the Statutorily Subordinated Claim
       will:

       (1) be subordinated to all general unsecured claims
           against EPMI; and

       (2) receive distributions in accordance with the
           provision of the Chapter 11 plan; and

   (c) The Staff will not seek to assess administrative
       penalties, pursue other enforcement action or seek any
       other recourse against EPMI based on the Scheduling
       Issues and will waive any other claims as a result
       thereof.

Mr. Rosen states that the Settlement Agreement does not
constitute an admission by EPMI of any liability, fault, or
wrongdoing, and simply represents an effort to resolve the
Scheduling Issues and to avoid further expenditure of time,
effort and expense.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, EPMI asks the Court to approve the Settlement
Agreement with the Staff of the Public Utility Commission of
Texas in connection with ERCOT Scheduling Issues and allow Claim
No. 16153 in a reduced amount.

Mr. Rosen contends that the settlement is fair and reasonable
under the circumstances, it represents the exchange of reasonably
equivalent value between the parties and in no way unjustly
enriches the Commission.  Moreover, the settlement efficiently
resolves the Claim.

Without the Settlement, Mr. Rosen points out that EPMI would be
required to expend further time, effort and expense dealing with
the Commission's action and the liquidation of the Claim.  This
route would be time-consuming and costly. (Enron Bankruptcy News,
Issue No. 86; Bankruptcy Creditors' Service, Inc., 215/945-7000)


EVELETH MINES: Will Auction-Off Assets on November 24, 2004
-----------------------------------------------------------
Eveleth Mines LLC, dba EVTAC Mining and Thunderbird Mining Co.,
sought and obtained approval from the U.S. Bankruptcy Court for
the District of Minnesota, to sell their assets to the highest and
best bidder, free and clear of all liens, claims and interests.

Pursuant to Court-approved bidding procedures, an auction for the
assets will convene on November 24, 2003, at 2:00 CST, in the
offices of the Debtor's Counsel, Ravich Meyer Kirkman McGrath &
Nauman PA, located at 80 South Street, Suite 4545, Minneapolis,
Minnesota 55402.

A subsequent hearing to approve the Sale of the mining assets to
the highest and best bidder is scheduled for November 25, at 2:00
p.m.     

The Debtor's business is iron ore mining.  Eveleth Mines filed for
Chapter 11 relief on May 1, 2003, (Bankr. Minn. Bankr. Case No.
03-50569-MLM).  Michael L. Meyer, Esq., at Ravich Meyer Kirkman
Mcgrath & Nauman PA represents the Debtor in its restructuring
efforts.


FLEMING: Wants Additional Time to Move Actions to Delaware Court
----------------------------------------------------------------
Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub P.C., in Wilmington, Delaware, tells the Court that
since the Petition Date, the Fleming Debtors have focused their
efforts on stabilizing their operations.  The Debtors have sold or
are selling their retail operations, closing unprofitable stores,
preserving the going concern value of their grocery wholesale
business and shoring up their convenience division.  Most
recently, the Debtors' efforts have been particularly focused on
the sale and winding down of their grocery wholesale distribution
business, assuming and assigning contracts related to this
division and conducting related sale closings.  Accordingly, the
Debtors have not been able to sufficiently focus on determining
whether any actions exist that should be removed and, if
appropriate, transferred to the Bankruptcy Court.  In addition,
the Debtors are focusing their efforts on formulating a
Reorganization Plan and may need to remove actions in furtherance
of confirmation efforts.

Thus, the Debtors ask Judge Walrath to extend the time within
which they may file notices of removal under Rule 9027(a)(2)(A)
of the Federal Rules of Bankruptcy Procedure, through and
including February 29, 2004, with respect to any actions pending
on the Petition Date.

Ms. Jones explains that extending the removal period will protect
the Debtors' rights to remove any actions that are discovered
through the Debtors' investigation and claims review process.  
The extension will afford the Debtors an opportunity to make
fully informed decisions concerning the removal of all actions
and will assure that they do not forfeit their valuable rights
under 28 U.S.C. Section 1452.
  
Ms. Jones assures the Court that the Debtors' adversaries will
not be prejudiced with the extension because, in the event that
an action is removed, the other parties to the action sought to
be removed may seek to have the action remanded to the state
court pursuant to 28 U.S.C. Section 1452(b).

Judge Walrath will convene a hearing on November 25, 2003 at 9:30
a.m. to consider the Debtors' request.  By application of
Del.Bankr.LR 9006-2, the removal deadline is automatically
extended through the conclusion of that hearing. (Fleming
Bankruptcy News, Issue No. 15; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FOAMEX INT'L: Sept. 28 Net Capital Deficit Widens to $200 Mill.
---------------------------------------------------------------
Foamex International Inc. (NASDAQ: FMXI), the leading manufacturer
of flexible polyurethane and advanced polymer foam products in
North America, announced results for the third quarter and year-
to-date period ended September 28, 2003.

                    Third Quarter 2003 Results

Sales

Net sales for the third quarter were $321.5 million, down 5.7%
from $340.8 million in the third quarter of a year ago. Gross
profit was $37.5 million, or 11.7% of sales, in 2003, compared to
$30.8 million, or 9.0% of sales, in 2002, primarily reflecting
improved operating efficiencies and selling price increases to
customers, which has allowed the Company to recover a substantial
portion of the increases in the cost of its major chemical raw
materials.

Earnings

Foamex reported a net loss for the quarter of $11.1 million, or
$0.45 per diluted share. This compares with a net loss of $7.2
million, or $0.30 per diluted share in the third quarter of 2002.
The 2003 quarter includes a write-off of debt issuance costs of
$12.9 million associated with the previously announced refinancing
of Foamex's bank credit.

Income from operations was $18.6 million for the third quarter of
2003, which represents an increase from the $4.7 million reported
in the third quarter of 2002. Results for the 2002 period included
a net restructuring, impairment and other credit of $3.7 million.
Selling, general, and administrative expenses in the quarter were
$19.3 million, down $10.4 million, or 35.1% from the 2002 quarter,
due primarily to lower employee related costs and fees associated
with terminated deal costs in the 2002 period. Interest and debt
issuance expense for the third quarter was $31.6 million including
the aforementioned write-off of debt issuance costs, an increase
of 106.8% from the 2002 quarter.

Foamex International Inc.'s September 28, 2003 balance sheet shows
that total liabilities outweighed total assets by about $200
million.

Commenting on the results, Tom Chorman, President and Chief
Executive Officer of Foamex, said: "We have stabilized and
strengthened our business operations while operating in a
difficult environment. Our gross margin improvement reflects the
results of our turnaround plan. In particular, I am pleased to
note that this is Foamex's fourth consecutive quarter of reduced
SG&A expense."

Chorman continued, "We continue to take aggressive steps to
improve our financial performance, and are now focusing on new
business opportunities and strengthening our existing customer
relationships. While we still have a lot of work ahead of us, I am
optimistic that Foamex has turned the corner and that our
continued efforts will lead to improved profitability and sales
growth in the future."

                     Year-to-Date Results

Sales

Net sales for the first three quarters ended September 28, 2003
were $983.6 million, down 1.7% from $1,000.8 million in the three
quarters ended September 29, 2002. Gross profit was $109.0
million, compared to $115.4 million in the 2002 period. Gross
profit as a percentage of sales decreased to 11.1% in 2003 from
11.5% in 2002.

Earnings

Foamex had a net loss for the three quarters ended September 28,
2003 of $16.5 million, or $0.67 per diluted share, compared to net
income of $6.7 million, or $0.25 per diluted share in 2002.

Income from operations was $50.6 million for the three quarters
ended September 28, 2003, a slight decline from $51.4 million in
the 2002 period.

Interest and debt issuance expense for the three quarters ended
September 28, 2003 was $70.0 million, a 36.7% increase from 2002
primarily due to the write-off of debt issuance costs, higher
average debt levels, higher effective interest rates and higher
amortization of debt issuance costs. The 2003 and 2002 periods
included charges of $12.9 million and $4.9 million, respectively,
relating to the write-off of debt issuance costs as a result of
early extinguishments of debt.

                    Business Segment Performance

Foam Products

Foam Products net sales for the third quarter were $137.1 million,
up 12.6% from the third quarter of 2002. Income from operations
for the third quarter was $10.6 million, as compared to $1.1
million in the third quarter of 2002. The increase primarily
reflects selling price increases and operating efficiencies,
partially offset by the higher cost of raw materials.

For the three quarters ended September 28, 2003, Foam Products net
sales were $378.4 million, up 5.6% from $358.4 million in 2002.
Increased selling prices and increased volumes of consumer
products were partially offset by lower volumes in other markets.
Income from operations declined 12.6% to $20.1 million, primarily
as a result of increased raw material costs.

Automotive Products

Automotive Products net sales for the third quarter were $99.2
million, down 17.4% from the third quarter of 2002, due to lower
volumes, including an expected reduction in lamination business.
Income from operations for the third quarter was $5.3 million, up
12.8% from the same period one year ago, due to lower overhead
costs and improved operating efficiencies.

For the three quarters ended September 28, 2003, Automotive
Products net sales decreased 2.5% to $339.5 million from $348.3
million in the comparable period. Higher selling prices were more
than offset by lower volumes. Income from operations decreased
11.2% to $19.3 million, primarily due to higher raw material
costs.

Carpet Cushion Products

Carpet Cushion Products net sales for the third quarter were $54.1
million, down 11.4% from the third quarter of 2002 due to lower
volume related to facility closures and a strategic refocusing of
this business for improved profitability, partially offset by an
increase in selling prices. Loss from operations in the third
quarter was $0.2 million, compared to a $4.7 million loss in the
same period of 2002.

For the three quarters ended September 28, 2003, Carpet Cushion
Products net sales decreased 9.7% to $157.4 million from $174.3 in
the same period one year ago. Loss from operations was $3.6
million in the three quarters ended September 28, 2003, compared
to a $9.0 million loss during the same period in 2002. This
improvement was primarily due to cost containment from the
streamlining of operations and higher selling prices.

Technical Products

Net sales for Technical Products in the third quarter were $25.8
million, down 15.4% from the third quarter of 2002 primarily due
to lower volumes which were partially offset by higher prices of
specialty products. Income from operations for the third quarter
was $5.0 million, up from $2.4 million in the third quarter of
2002, due primarily to lower operating expenses and to costs
related to Symphonex included in the 2002 period.

For the three quarters ended September 28, 2003, Technical
Products net sales decreased 6.4% to $88.8 million from $94.9
million in 2002. Income from operations increased 29.4% to $21.0
million for the three quarters ended September 28, 2003, compared
to the same period in 2002 primarily due to the Symphonex related
costs in the 2002 period.

                         Refinancing

As previously announced, during the quarter Foamex completed a
comprehensive refinancing of its bank debt with a new group of
lenders. The refinancing included a new $240 million secured
credit facility and an $80 million secured term loan. The new
facilities replaced the previous $262 million bank facility, and
resulted in increased financial flexibility and liquidity. The new
loans will mature on April 30, 2007. Proceeds borrowed under the
new facilities were used to repay all outstanding balances under
the former Foamex L.P. bank facility on August 18, 2003.

Foamex, headquartered in Linwood, PA, is the world's leading
producer of comfort cushioning for bedding, furniture, carpet
cushion and automotive markets in the industrial, consumer,
electronics and transportation industries. For more information
visit the Foamex Web site at http://www.foamex.com  


GENESIS HEALTH: Revises Accounting of MultiCare Restructuring
-------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission on October 10, 2003, Genesis Health Ventures, Inc.
discloses that it will revise the accounting for the
restructuring of its investment in The Multicare Companies, Inc.,
which occurred in November 1999.  Accordingly, Genesis will
restate its financial statements for the fiscal years ended
September 30, 2000 and 2001.

The revisions have no effect on Genesis' cash flow for the
periods presented and do not affect Genesis' financial statements
for the periods after October 1, 2001 when it emerged from
reorganization.

In its fiscal year ended September 30, 1998, Genesis ElderCare
Corp., a Delaware corporation 43.6% owned by Genesis, acquired
Multicare pursuant to a tender offer and merger.  Multicare was
in the business of providing eldercare services in selected
geographic regions.  Contemporaneous with the merger, Genesis
entered into a management agreement pursuant to which it managed
Multicare's operations.

In connection with the investments in Genesis ElderCare common
stock, Genesis and its joint venture partners entered into a
put/call agreement relating to their ownership interests in
Genesis ElderCare.  Under the put/call agreement, Genesis had the
option to purchase -- "call" option -- Genesis ElderCare common
stock held by its joint venture partners at a price determined
pursuant to the terms of the put/call agreement.  Genesis' joint
venture partners had the option to sell -- "put" option -- the
Genesis ElderCare common stock to Genesis at a price determined
pursuant to the put/call agreement.

For the fiscal years ended September 30, 1998 and 1999, Genesis
accounted for its investment in Multicare under the equity method
of accounting.

In November 1999, Genesis entered into a restructuring agreement
with its Multicare joint venture partners.  Under the agreement,
in exchange for 24,369 shares of Genesis Series H Senior
Subordinated Convertible Participating Cumulative Preferred Stock
and 17,631 shares of Genesis Series I Senior Convertible
Exchangeable Participating Cumulative Preferred Stock, the other
joint venture partners, among other things:

   * terminated the put option under the put/call agreement;

   * amended the call option to provide Genesis with the right to
     purchase all of the shares of Genesis ElderCare common stock
     not owned by Genesis for $2,000,000 in cash at any time
     before the October 8, 2009 expiration.  Genesis' joint
     venture partners continued to own 56.4% of Genesis ElderCare
     common stock; and

   * granted Genesis additional governance rights related to its
     investment in Multicare.

In connection with the joint venture restructuring transaction,
Genesis recorded a $420,000,000 non-cash charge equal to the face
value of the Series H and I Preferred Stock representing the then
estimated fair value.

The joint venture restructuring gave Genesis managerial,
operational and financial control of Multicare, such that Genesis
began consolidating the financial statements of Multicare
effective October 1, 1999.  In fiscal 2000 and fiscal 2001,
Genesis accounted for Multicare using the consolidation method of
accounting with a 56.4% minority interest.  In fiscal 2002,
Multicare became a wholly owned subsidiary, in accordance with
the Bankruptcy Court-approved joint reorganization plan.  Genesis
began accounting for Multicare as a consolidated subsidiary with
no minority interest.

As a result of the review by the staff of the Securities and
Exchange Commission of Genesis HealthCare Corporation's
Registration Statement on Form 10 filed in connection with the
planned spin-off of its eldercare business, Genesis determined to
revise the accounting for the restructuring of its investment in
Multicare:

   * The Series H and I Preferred Stock issued in connection with
     the transaction will be valued at $198,000,000 rather than
     their $420,000,000 face value.  The Series H and I Preferred
     Stock was subsequently accreted to the face value when
     Genesis filed for Chapter 11 bankruptcy protection in the
     third quarter of fiscal 2000; and

   * The transaction will be treated as a substantive acquisition
     of the remaining 56.4% equity of Multicare and accordingly,
     Genesis will account for the transaction as a step
     acquisition and will not recognize the joint venture
     partners' 56.4% interest in the equity and losses of
     Multicare on its balance sheet and statement of operations.

George V. Hager, Jr., Genesis Executive Vice President and Chief
Financial Officer, relates that the restatement results in
significant changes to several account captions in Genesis'
fiscal 2001 and 2000 statements of operations, most notably other
operating expenses, debt restructuring and reorganization costs,
interest expense, income taxes and minority interests.  These
adjustments will have the net effect of decreasing the net loss
attributable to common shareholders for the fiscal year ended
September 30, 2000 by $500,000 from $883,500,000 to $883,000,000
and the net income attributable to common shareholders for the
fiscal year ended September 30, 2001 will decrease by $500,000
from $247,000,000 to $246,500,000.

According to Mr. Hager, the adjustments have no effect on
Genesis' cash flow for the periods presented and do not affect
Genesis' financial statements for the periods after October 1,
2001.

A full-text copy of Genesis' amended Form 10-K for the year ended
September 30, 2002 is available for free at the Securities and
Exchange Commission at:

http://www.sec.gov/Archives/edgar/data/874265/000095011603004044/ten-ka.htm

Genesis HealthCare Corporation also expects to file a Form 10, to
reflect these changes. (Genesis/MultiCare Bankruptcy News, Issue
No. 50; Bankruptcy Creditors' Service, Inc., 215/945-7000)


GENTEK: Reaches Settlement Agreement with 4 Former Executives
-------------------------------------------------------------
The GenTek Debtors want to enter into a settlement agreement with
former executives, Ralph M. Passino, James N. Tanis, Bodo B. Klink
and James A. Wilkinson, and terminate certain contracts with the
Former Executives.

Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom, in
Wilmington, Delaware, recounts that the Former Executives were
each employed by the Debtors in various management or executive
capacities before the Petition Date.  In May and June 2001, in
connection with the termination of their employment, each of
these Former Executives executed a Separation Agreement and
General Release, which set forth the terms and conditions
governing the termination.  In general, the Separation Agreements
provided that:

   (a) the Former Executives would receive salary continuation
       payments for a specified period after the termination of
       their employment, as well as a lump sum supplementary
       payment;

   (b) the vested portion of the Former Executives' (i) Savings
       and Profit Sharing Plans and (ii) accrued benefit under
       the Retirement Plan and Non-Qualified Retirement Plan
       would be distributed in accordance with the Plan Documents
       at the earlier of the Former Executives' election, or the
       end of the salary continuation period; and
   
   (c) in consideration of the salary and benefit continuation
       and the supplemental payment, the Former Executives agreed
       to release GenTek from all claims, including those arising
       out of their employment, or termination of their
       employment with GenTek.

During the period they were employed by the Debtors, and in
consideration of their employment, each of the Former Executives,
on different dates in September and October 2000, executed an
Agreement Relating to Intellectual Property, Competitive
Activities, Confidential Information, Conflicts of Interest and
Release.  According to Mr. Chehi, the Debtors and the Former
Executives dispute whether the Non-Compete Agreements and the
Separation Agreements are separate contracts.  The Debtors
contend that the Non-Compete Agreements are separate contracts
due to the integration clause of the Separation Agreements, while  
the Former Executives contend that the Agreements are
incorporated by reference into the Separation Agreements.

On February 27, 2003, the Former Executives demanded the Debtors
to assume or reject the Separation Agreements without further
delay.  The Debtors disputed the demand.  On July 24, 2003, the
Debtors terminated certain executory contracts, which included
the Former Executives' Separation Agreements.

On April 10, 2003, the Former Executives filed these Proofs of
Claim with respect to amounts allegedly owed to them under the
Separation Agreements:

       Former Executive            Amount      Claim No.
       ----------------            ------      ---------
       James N. Tanis          $4,649,534        2886
       Bodo B. Klink            3,559,515        2887
       James A. Wilkinson       2,741,729        2888
       Ralph M. Passino         6,079,195        2889

On August 18, 2003, Mr. Klink filed an amended Proof of Claim for
$3,422,536.  Mr. Passino also filed an amended Proof of Claim for
$5,979,195.  The Former Executives alleged that they have
administrative claims against the Debtors arising out of their
postpetition performance obligations owed under the Separation
Agreements and the Non-Compete Agreements.

The Debtors and the Former Executives agreed to settle their
contract disputes.  The salient terms of their Settlement
Agreement include:

   (A) Amount Payment

       The Debtors will pay $675,500 to the Lowenstein Sandler PC
       Attorney Trust Account on behalf of the Former Executives.
       This payment will represent the total payment in
       settlement of all the claims of all four Former Executives
       against the Debtors, except for the Allowed General
       Unsecured Claims.

   (B) Treatment of Remainder of Claims

       The Former Executives will each have an Allowed General
       Unsecured Claim equal to the remainder of their claims in
       GenTek's bankruptcy case and their Proofs of Claims will
       be reduced and allowed in these amounts:

       * Mr. Passino will be deemed to have an Allowed General
         Unsecured Claim for $1,969,700;

       * Mr. Klink will be deemed to have an Allowed General
         Unsecured Claims for $1,214,788;

       * Mr. Tanis will be deemed to have an Allowed General
         Unsecured Claim for $1,720,593; and

       * Mr. Wilkinson will be deemed to have an Allowed General
         Unsecured Claim for $1,467,217.

       The Allowed General Unsecured Claim will be treated as
       General Unsecured Claims in Class 7 in accordance with the
       Plan.

   (C) Rejection of Separation Agreements and Non-Compete
       Agreements

       The Separation Agreements and the Non-Compete Agreements
       will be deemed rejected pursuant to Section 365 of the
       Bankruptcy Code.  The rejection of the Non-Compete
       Agreements will be effective whether these agreements are
       deemed part of the Separation Agreements or,
       alternatively, are deemed to be separate contracts.

   (D) Release

       Except with respect to the Allowed General Unsecured
       Claims, the Debtors and their estates and the Former
       Executives mutually agree to release each other from all
       obligations, claims, or actions that either party had or
       may have against the other relating to the Debtors'
       Chapter 11 cases and the Former Executives' employment.

Mr. Chehi argues that without the Settlement Agreement, the
Debtors would be required to litigate their contract disputes as
well as to contest the Proofs of Claim and the alleged
administrative claims, the cost of which, including discovery and
trial, could be significant.  Mr. Chehi asserts that the
Settlement Agreement represents a fair and reasonable compromise
of the disputes between the parties and provides a result that is
beneficial to the interests of the Debtors' estates.

Accordingly, Judge Walrath approves the Settlement Agreement and
authorizes the Debtors to reject the contracts. (GenTek Bankruptcy
News, Issue No. 24; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


GINGISS GROUP: Seeks Nod to Obtain $4 Million Financing Facility
----------------------------------------------------------------
The Gingiss Group, Inc., and its debtor-affiliates are asking for
authority from the U.S. Bankruptcy Court for the District of
Delaware to enter into a Debtor-In-Possession Financing Agreement
with Antares Capital Corporation and Heller Financial, Inc., to
obtain up to $4,000,000 and cash collateral use to finance ongoing
operation.

As of September 30, 2003, the principal balance due under the
prepetition loans was $29,761,032 and the principal balance under
the revolving line of credit was $7,201,024.

The Debtors report that they have insufficient cash to meet
ongoing obligations necessary to operate their businesses.
Specifically, without additional financing, the Debtors cannot
support the ongoing operations of their stores, nor can the
Debtors pay the wages, salaries, rent, utilities and other
expenses associated with operating their businesses.

The availability of postpetition financing will provide more than
just the necessary cash and credit support for the Debtors to
operate their businesses. Equally important is the sense of
confidence that such financing will instill in the Debtors' trade
vendors, customers and employees. The failure of the Debtors'
vendors and employees to support the Debtors, and the potential
loss of customer patronage, could destroy their hopes of
preserving the going concern value.

In summary, the Financing Order contemplates:

     a. up to $4,000,000 in debtor in possession financing for
        the period through December 20, 2003;

     b. up to $909,000 for wind-up fees and expenses for post-
        closing costs necessary to wind-down the bankruptcy
        cases; and

     c. the granting of certain protections to the Postpetition
        Lenders.

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.


GREAT LAKES AVIATION: Reports 1.9% Drop in October 2003 Traffic
---------------------------------------------------------------
Great Lakes Aviation, Ltd. (OTC Bulletin Board: GLUX) announced
preliminary passenger traffic results for the month of October.

Scheduled service generated 11,342,000 revenue passenger miles
(RPM's), a 1.9 percent decrease from the same month last year.  
Available seat miles (ASM's) decreased 14.7 percent to 26,966,000.  
As a result, load factor increased 5.4 points to 42.0 percent.  
Passengers carried decreased 5.3 percent to 40,557 when compared
with October 2002.

For the ten months ending October 31, 2003 compared to the same
ten month period in 2002, revenue passenger miles (RPM's)
decreased 12.2 percent to 100,243,000 while available seat miles
(ASM's) decreased 9.5 percent to 272,237,000, resulting in a load
factor of 36.8 percent for the year 2003 compared to 37.9 percent
for the same ten month period in 2002.  The company carried
363,253 revenue passengers for the ten month period ending
October 31, 2003, a 15.6 percent decrease on a year over year
basis.

As of November 1, 2003, Great Lakes is providing scheduled
passenger service at 41 airports in eleven states with a fleet of
Embraer EMB-120 Brasilias and Raytheon/Beech 1900D regional
airliners.  A total of 182 weekday flights are scheduled at three
hubs, with 172 flights at Denver, 4 flights at Minneapolis/St.
Paul, and 6 flights at Phoenix.  All scheduled flights are
operated under the Great Lakes Airlines marketing identity in
conjunction with code-share agreements with United Airlines and
Frontier Airlines at their Denver hub.

Additional information is available on the company web site that
may be accessed at http://www.greatlakesav.com

                            *    *    *

                     Going Concern Uncertainty

On February 28, 2003, the Company discontinued all operations at
its Chicago O'Hare hub along with corresponding service to the
subsidized communities of Manistee, Ironwood and Iron Mountain,
Michigan and Oshkosh, Wisconsin after the United States Department
of Transportation elected to select a carrier to provide EAS to a
different hub for all points except Oshkosh. At Oshkosh the
community's eligibility for subsidy was terminated.

In April 2003, the Company began negotiations with United to
modify and extend the existing code share agreement beyond its
current expiration date of April 30, 2004. During the negotiation
process, United filed a preemptive motion in the bankruptcy court
to reject the code share agreement. On July 11, 2003 the Company
and United signed a Memorandum of Understanding outlining the
terms of the proposed amendment to the code share agreement. On
July 18, 2003, United withdrew its bankruptcy court motion to
reject the code share agreement. Also effective on that date, the
Company and United amended their code share agreement, formalizing
the terms under which the two companies will operate in the
future.

Pursuant to the amendment to the code share agreement, the Company
granted United rights to enter five Denver hub markets for which
the Company previously had exclusivity rights. In exchange for
releasing exclusivity with respect to those markets, previous
restrictions placed on the Company regarding code sharing and
frequent flier program participation at the Denver hub with other
major carriers was removed. The Company and United also agreed on
a payment structure for amounts the Company owes United.

Subject to the Company's compliance with the code share agreement,
as amended, as of December 31, 2005, United has agreed to extend
the term of the code share agreement through April 30, 2007.
United may elect to assume or reject the amended code share
agreement in connection with its ongoing bankruptcy proceedings.

Due to significant losses in 2001 and 2002, at December 31, 2002,
the Company had exhausted its outside sources of working capital
and funds and was in arrears in payments to all the institutions
providing leases or debt financing for the Company's aircraft. On
December 31, 2002 and during the first four months of 2003, the
Company restructured its financing agreements with Raytheon
Aircraft Credit Corporation and certain other institutions
providing financing for the Company's aircraft. The effect of
these restructurings was to reduce the Company's total debt and
lease obligations owing to these creditors and to reduce the
amount of the Company's scheduled monthly debt and lease payments.
The restructuring with Raytheon also provided for the return of
seven surplus aircraft not used in current operations to Raytheon
during the course of 2003.

During 2003, the Company, due to the effects of reduced traffic
and correspondingly reduced revenue during the Iraq War, has been
unable to generate sufficient cash flow to service the Company's
restructured debt and lease payment obligations as required by the
Raytheon and other restructuring agreements. As of June 30, 2003
the Company was approximately $4.9 million, or 75%, in arrears in
respect of such rescheduled payments for the six months ending
June 30, 2003 and in default on substantially all of the Company's
agreements with the institutions providing financing for the
Company's aircraft.

There are significant uncertainties regarding the Company's
ability to achieve the necessary cash flow to meet the payments
required under the Raytheon and other restructuring agreements due
to a variety of factors beyond the Company's control, including
the outcome of United's reorganization in bankruptcy, the
evolution of United's continuing code share relationship with the
Company; reduced passenger demand as a result of general economic
conditions, public health concerns, security concerns and foreign
conflicts; volatility of fuel prices; and the amount of Essential
Air Service funding and financial support available from the U.S.
government.

Ultimately, the Company must generate sufficient revenue and cash
flow to meet the Company's obligations as currently structured,
obtain additional outside financing or renegotiate the Company's
restructured agreements with its creditors in order to set a level
of payments that can be reasonably serviced with the cash flows
generated by the Company under current market conditions. The
Company is engaged in on-going negotiations with Raytheon and its
other creditors with respect to its default under the terms of its
debt and lease agreements with these institutions.

The Company's auditors have included in their report dated
March 17, 2003 on the Company's financial statements for the year
ended December 31, 2002 an explanatory paragraph to the effect
that substantial doubt exists regarding the Company's ability to
continue as a going concern due to the Company's recurring losses
from operations and the fact that the Company has liabilities in
excess of assets at December 31, 2002.


GS MORTGAGE: Series 1998-GL II Class G Notes Rating Cut to B-
-------------------------------------------------------------
GS Mortgage Securities Corporation II's, commercial mortgage pass-
through certificates, series 1998-GL II $28.2 million class G is
downgraded to 'B-' from 'B' by Fitch Ratings. In addition, the
following classes are affirmed: the $128.0 million A-1, $694.3
million class A-2, and interest only class X are affirmed at
'AAA,' the $91.6 million class B at 'AA', the $84.5 million class
C at 'A', the $98.6 million class D at 'BBB', the $70.5 million
class E at 'BBB-', and the $63.4 million class F at 'BB'.

The downgrade is due to the deterioration in performance of the
Marriott Desert Springs loan. Although the net cash flow has
declined in most of the properties securing loans in the pool, due
to amortization of 10% and the resulting delevering of the loans,
the weighted average debt service coverage ratio has decreased
only slightly to 1.49 times as of trailing twelve months ending
June 30, 2003 from 1.50x at issuance.

As part of its review, Fitch analyzed the performance of each loan
and the underlying collateral. The debt service coverage ratios
noted below are calculated using Fitch adjusted net cash flow and
debt service payments based on the current balance and Fitch's
stressed refinance constant.

The Marriott Desert Springs loan (7%), an 884 room luxury hotel
located in Palm Desert, California, has experienced a severe
decline in NCF since issuance. RevPar has decreased due to overall
softening of the hospitality market, as well as increased
competition in the hotel's submarket. Newly renovated and upgraded
hotels nearby have contributed to decreases in room, banquet, and
food and beverage revenues. The decreased revenue, coupled with
increases in departmental expenses contributed to decreased NCF.
The servicer reported NCF decreased 46.7% as of TTM 6/30/03. In
remodeling the loan, Fitch normalized the non-departmental
expenses and FF&E expense to arrive at a Fitch adjusted DSCR of
1.28x as of TTM 6/30/03, compared to 1.53x as of TTM 6/30/02 and
1.71x at issuance. Management reports it has invested
approximately $20 million in capital improvements over the last
two years, and plans additional renovations over the next two
years. Although performance has declined, refinance risk is not an
immediate concern as the loan's anticipated repayment date is not
until 2010. The credit assessment for this loan is no longer
investment grade.

Although Fitch is concerned with the pool's concentration of
limited service hotels (25.9%) and cold storage (28.8%), each loan
is collateralized by a geographically diverse pool of properties.

The Tharaldson Pools A and B represent a combined 26% of the
pool's principal balance, and are secured by 86 and 90 limited
service hotels, respectively. The DSCR as of TTM 6/30/03 for Pool
A has decreased to 1.66x from 1.71x as of TTM 6/30/02, but
remained flat to issuance. The TTM 6/30/03 DSCR for Pool B
decreased to 1.59x from 1.67x as of TTM 6/30/02, and 1.67x at
issuance.

The high concentration of the cold storage property type is
mitigated by the relatively stable performance of the
geographically diversified cold storage assets in these two pools.
The URS (18%) cold storage loan's DSCR as of TTM 6/30/03 declined
slightly to 1.54x from 1.65x as of TTM 6/30/02 and 1.61x at
issuance. The Americold loan (11%), representing a 50%
participation interest in the whole loan, showed improved
performance during the most recent TTM period. The DSCR as of TTM
6/30/03 for the cold storage facilities increased to 1.78x from
1.76x as of TTM 6/30/02, and 1.61x at issuance.

The Green Acres loan (12%) is secured by a regional mall in Valley
Stream, New York. The Sterns anchor vacated in August of 2001. The
lease is guaranteed by Sterns through its expiration in January
2007, and as such it is still paying rent. The former Kmart space
has been leased by Wal-Mart as of October 2003, increasing
occupancy to over 90%.

Pier 39 (9%), a retail/entertainment complex in San Francisco, CA,
experienced improved performance since last year. The DSCR
increased to 1.24x as of TTM 6/30/03, from 1.13x as of TTM
6/30/02, and compared to 1.28x at issuance. The retail complex is
93% occupied as of year end 2002.

The Las Vegas Showcase (6%) is a retail/entertainment complex in
Las Vegas, Nevada. The former Boxing Hall of Fame space (36,172
sq. ft.) has been converted to a food court with several smaller
units. The borrower is currently pursuing a $4.5 million lease
guarantee for the Boxing Hall of Fame, as the tenant never took
occupancy. As of September 2003 occupancy increased to
approximately 93%, from 75% at issuance. Based on leases in place,
the pro forma DSCR is 1.05x compared to 1.36x as of TTM 6/30/02
and 1.18x at issuance.

The One Commerce Square loan (6%), secured by an office property
in Philadelphia, PA, is performing above issuance levels. The DSCR
as of TTM 6/30/03 is 1.53x compared to 1.09x at issuance. The
property's occupancy has decreased to 94% as of 3/31/03, compared
to 99% at YE 2002. In September 2002, the IBM lease totaling
approximately 504,000 sq. ft. of space expired. The majority of
the space has since been leased, including portions that had been
subleased and were converted to direct leases.

Performance has improved at The Crystal City Office loan (5%). The
DSCR as of TTM 6/30/03 increased to 1.64x, from 1.41x as of TTM
6/30/02 and 1.36x at issuance. As of July 2003, the three
properties are 95% occupied on average. Fitch stressed net cash
flow has increased 12% since issuance due to recent leases signed
at higher rental rates.

Fitch will continue to monitor this transaction, as surveillance
is ongoing.


HARNISCHFEGER: Gets Clearance to Distribute 1.1 Million Shares
--------------------------------------------------------------
U.S. Bankruptcy Court Judge Walsh authorizes Joy Global, Inc.,
formerly known as Harnischfeger Industries, Inc., to distribute
the shares of New HII Common Stock that are presently held in
reserve.

The Debtors' implementation of Judge Walsh's order will be delayed
until November 28, 2003, to give Rockwell the opportunity to ask
the United States District Court for the District of Delaware to
either stay the Order or reverses Judge Walsh's May decision
denying Rockwell's claim.   Otherwise, the Debtors are authorized
to distribute the New HII Common Stock otherwise attributable to
the Rockwell Claim as previously disallowed to creditors with
Allowed Class R3A Claims, and Rockwell will have no right to
receive any part of that stock. (Harnischfeger Bankruptcy News,
Issue No. 69; Bankruptcy Creditors' Service, Inc., 215/945-7000)


H.C. CO: Section 341(a) Meeting Scheduled for December 10, 3003
---------------------------------------------------------------
The United States Trustee will convene a meeting of H.C. Co.,
Inc., and its debtor-affiliates' creditors on December 10, 2003,
at 9:00 a.m., in the Office of the US Trustee, Raymond Blvd., One
Newark Center, Suite 1401, Newark, New Jersey 07102-5504.  This is
the first meeting of creditors required under 11 U.S.C. Sec.
341(a) in all bankruptcy cases.

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

Headquartered in North Bergen, New Jersey, H.C. CO., Inc.,
provides trash-hauling and recycling services.  The Company filed
for chapter 11 protection on November 7, 2003 (Bankr. N.J. Case
No. 03-46550).  Danielle N. Pantaleo, Esq., and Vincent F.
Papalia, Esq., at Saiber Schlesinger Satz & Goldstein LLC
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
estimated assets of more than $1 million and debts of over $10
million.


HOMESTORE INC: Sept. 30 Working Capital Deficit Narrows to $63MM
----------------------------------------------------------------
Homestore Inc. (NASDAQ:HOMS), the leading provider of real estate
media and technology solutions, reported financial results for the
third quarter ended September 30, 2003. Revenue for the third
quarter increased to $55.1 million from $53.9 million for the
second quarter of 2003. The gross margin remained constant at 72
percent.

Homestore also reported that the loss from continuing operations
for the third quarter was $30.6 million, or $0.26 per share,
compared to the loss from continuing operations of $94.0 million,
or $0.80 per share, for the second quarter of 2003. The net loss
for the third quarter was $30.6 million, or $0.26 per share,
compared with a net loss of $91.7 million, or $0.78 per share, in
the second quarter of 2003. Results for the third quarter included
an impairment charge of $15.7 million for the write down of
certain long-lived assets under SFAS Nos. 144 and 142. This charge
resulted from management's review and subsequent revaluation of
certain historical intangibles and other long-lived assets. The
second quarter results included non-recurring charges related to
the settlements of the California State Teachers' Retirement
Systems class action lawsuit and the Cendant dispute totaling
$75.8 million.

Excluding impairment and settlement charges and certain other non-
cash expenses, principally stock-based charges, depreciation, and
amortization, Homestore's loss from operations was $4.8 million in
the third quarter, compared to a loss of $7.6 million in the
second quarter of 2003. The decrease in loss was primarily due to
a $1.2 million increase in revenue and a reduction in the
Company's operating expenses. The third quarter marks the first
time each of the company's segments, Media, Software and Print,
generated an increase in non-related party revenue over the prior
quarter. This information is provided because management uses it
to monitor and assess the company's performance and believes it is
helpful to investors in understanding the company's business.

At September 30, 2003, Homestore had $52.7 million in cash and
short-term investments available to fund operations. After giving
effect to a $10.0 million cash payment on October 15, 2003,
required pursuant to the preliminary approval of the class action
settlement, Homestore had $42.7 million available to fund its on-
going operations entering the fourth quarter.

Homestore's chief executive officer, Mike Long, commented on the
quarter, "During the third quarter, we were able to increase our
operational focus, having resolved substantially all of our legacy
financial and legal challenges. Increased consumer traffic to our
Web sites, new advertising products for real estate professionals,
new relationships with major retail advertisers, and the growing
acceptance of our media-based pricing model increase the
confidence we have in the business. While we have much work left
to do to complete our turnaround, we believe that the investments
made in product development, distribution, sales and customer
service will serve as a strong foundation from which we can grow."

               YEAR OVER YEAR QUARTERLY RESULTS

Revenue for the third quarter totaled $55.1 million, versus $63.8
million for the third quarter of 2002. The year over year decline
in revenue is due primarily to the expiration of certain legacy
revenue agreements with Cendant, which accounted for $5.8 million
of the decline and weaker demand for advertising in the company's
Welcome Wagon operation.

The loss from continuing operations for the third quarter totaled
$30.6 million, or $0.26 per share, compared to a loss of $40.4
million, or $0.34 per share, for the third quarter of 2002. The
net loss for the third quarter was $30.6 million, or $0.26 per
share, compared with net loss of $39.8 million, or $0.34 per
share, in the third quarter of 2002.

                     NINE MONTH RESULTS

Revenue for the first nine months of 2003 was $163.8 million,
compared to $203.8 million for the same period in 2002. The loss
from continuing operations was $37.6 million, or $0.32 per share,
compared to $138.4 million, or $1.17 per share, in the same period
of 2002. The net loss for the nine months ended September 30, 2003
was $35.1 million, or $0.30 per share, compared with net loss of
$126.8 million, or $1.08 per share, in the nine months of 2002.

               USE OF NON-GAAP FINANCIAL MEASURES

To supplement its consolidated financial statements presented in
accordance with accounting principles generally accepted in the
United States ("GAAP"), Homestore uses a non-GAAP measure of
income (loss) from operations excluding non-recurring and certain
non-cash expenses. A reconciliation of this non-GAAP measure to
GAAP is provided in the attached tables. These non-GAAP
adjustments are provided to enhance the user's overall
understanding of Homestore's current financial performance and its
prospects for the future. Homestore believes these non-GAAP
results provide useful information to both management and
investors by excluding certain expenses that it believes are not
indicative of its core operating results and a more consistent
basis for comparison between quarters. Further, this non-GAAP
method is the primary basis management uses for planning and
forecasting its future operations. The presentation of this
additional information should not be considered in isolation or as
a substitute for results prepared in accordance with GAAP.

     PROGRESS IN THE SETTLEMENT OF SECURITIES CLASS ACTION LAWSUIT

On October 15, 2003, Homestore announced that the settlement
agreement between Homestore and CalSTRS related to the
consolidated class action lawsuit pending against Homestore had
been preliminarily approved by the U.S. District Court for the
Central District of California. Under the settlement agreement,
which is subject to final court approval at a hearing currently
scheduled for January 16, 2004, Homestore will pay $13.0 million
in cash and issue 20.0 million new shares of Homestore common
stock to members of the class and will adopt certain corporate
governance provisions designed to enhance shareholder interests.

Upon preliminary approval, $10.0 million in cash was transferred
by Homestore into an escrow account on October 15, 2003. The
additional $3.0 million in cash will be due upon final judicial
approval of the settlement. Following the final approval, the
$13.0 million, net of court approved costs, and the 20.0 million
shares of newly issued common stock will be distributed to the
class. Additional information regarding the settlement agreement
is included in documents Homestore files or furnishes on Form 10-
Qs or 8-Ks with the Securities and Exchange Commission.

Homestore, Inc.'s September 30, 2003 balance sheet shows that its
total current liabilities exceeded its total current assets by
about $63 million, while total shareholders' equity is further
eroded to about $9 million from about $39 million nine months ago.

Homestore Inc. (NASDAQ:HOMS) is the leading provider of real
estate media and technology solutions. The company operates the
number one network of home and real estate Web sites including
flagship site REALTOR.com(R), the official Web site of the
National Association of REALTORS(R); HomeBuilder.com(TM), the
official new homes site of the National Association of Home
Builders; Homestore(R) Apartments & Rentals; Senior Housing; and
Homestore.com(R), a home information resource. Homestore's print
businesses are Homestore(R) Plans and Publications and Welcome
Wagon(R). Homestore's professional software divisions include
Computers for Tracts(TM), Top Producer(R) Systems and WyldFyre(TM)
Technologies. For more information: http://ir.homestore.com


IMPATH INC: Employs Schiff Hardin as Special Accounting Counsel
---------------------------------------------------------------
Impath Inc., and its debtor-affiliates are asking for permission
from the U.S. Bankruptcy Court for the Southern District of New
York to employ Schiff Hardin & Waite as special counsel, nunc pro
tunc to September 28, 2003.

Impath has announced that the audit committee of Impath's board of
directors was initiating an investigation into possible accounting
irregularities involving Impath's accounts receivable, which were
overstated.  In this regard, the Debtors seek to retain and employ
Schiff Hardin as special counsel to the Audit Committee for the
purpose of investigating the accounting irregularities.

In addition, the Debtors also seek authority for Schiff Hardin to
be reimbursed for costs to be incurred in connection with engaging
Corporate Review Services LLC, forensic accountants, as its agent
to assist and report to Schiff Hardin on the facts and
circumstances surrounding the Investigation.

Schiff Hardin's and Corporate Reveiw's services in connection with
the Investigation are necessary to enable the Debtors and their
directors to fulfill their fiduciary and legal duties and will
facilitate the reorganization efforts.

In addition, the Investigation will assist the Debtors in
obtaining audited financials and reviewing and revising, if
appropriate, the Debtors' internal controls on a go forward basis.

A. Peter Lubitz will lead this engagement. The hourly rates
charged by Schiff Hardin professionals in exchange for their
services are:

          partners                     $290 to $550 per hour
          associates                   $195 to $320 per hour
          legal assistants, clerks,
            and reference librarians   $45 to $205 per hour

Headquartered in New York, New York, Impath Inc., together with
its subsidiaries, is in the business of improving outcomes for
cancer patients by providing patient-specific diagnostic and
prognostic services to pathologists and oncologists, providing
products and services to biotechnology and pharmaceutical
companies, and licensing software to hospitals, laboratories, and
academic medical centers. The Company filed for chapter 11
protection on September 28, 2003 (Bankr. S.D.N.Y. Case No. 03-
16113).  George A. Davis, Esq., at Weil, Gotshal & Manges, LLP
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$192,883,742 in total assets and $127,335,423 in total debts.


IMPERIAL PLASTECH: Will File Financial Statements by November 30
----------------------------------------------------------------
Imperial PlasTech Inc. (TSX: IPQ) continues to work with its
auditors, Deloitte Touche, to complete its interim financial
statements for the three months ended August 31, 2003.

Imperial PlasTech had previously announced on September 23, 2003
that it would be late in filing its interim financial statements
for its third quarter. Imperial PlasTech continues to anticipate
that its interim financial statements will be filed on or prior to
November 30, 2003.

This announcement is being made in accordance with the Alternate
Information Guidelines of the Ontario Securities Commission,
whereby Imperial PlasTech is required to update the market every
two weeks so long as it is in default of filing its interim
financial statements.

The PlasTech Group is a diversified plastics manufacturer
supplying a number of markets and customers in the residential,
construction, industrial, oil and gas and telecommunications and
cable TV markets. Currently operating out of facilities in Atlanta
Georgia, Peterborough Ontario and Edmonton Alberta, the PlasTech
Group is focusing on the growth of its core businesses and
continues to assess its non-core businesses. For more information,
please access the groups Web site at http://www.implas.com  

                         *    *    *

                Liquidity and Capital Resources

The Company had a cash flow deficiency from operations during the
quarter ended May 31, 2003, before changes in non-cash working
capital, of negative $4.8 million compared to negative $1.3
million for the same quarter of fiscal 2002. The increase in
outflow reflects the financial condition of the Company, including
the payment of suppliers on a cash on delivery basis, and the
payment of $0.3 million in insurance premiums, payments for work
fees related to potential refinancing and payments for relocation
costs related to the relocation of the Company's premises in
Atlanta, Georgia in December 2002.

After changes in non-cash working capital, cash used in operations
during the quarter ended May 31, 2003 was negative $0.4 million
compared to negative $3.0 million during the same quarter of
fiscal 2002. The changes in non-cash working capital reflected a
write-down of current assets, including an inventory write-down of
$1.9 million and an additional allowance for doubtful accounts of
$0.3 million.

The Company had a working capital deficiency of $11.5 million as
at May 31, 2003 compared to positive working capital of $7.4
million as at May 31, 2002. The working capital deficiency
increased from the amount reported at the end of the previous
quarter as a result of long-term debt being reclassified as
current debt combined with the inventory write-down of $1.9
million and an additional allowance for doubtful accounts of $0.3
million.

Accounts receivable of $2.2 million as at May 31, 2003 reflected a
reduction of $0.9 million in accounts receivable during the second
quarter of fiscal 2003 compared to an increase of $2.9 million in
accounts receivable during the second quarter of fiscal 2002. The
reduction of accounts receivable during the second quarter of
fiscal 2003 reflects a 57% decrease in sales compared to the same
quarter of fiscal 2002. As at May 31, 2003, the Company completed
a review of accounts receivable that resulted in an additional
allowance for doubtful accounts of $0.3 million for the quarter
ended May 31, 2003. In addition, the Company made concerted
efforts to collect all accounts receivable over 60 days from
December 2002 to May 31, 2003, which resulted in a reduction of
accounts receivable. The collection proceeds were used for general
corporate purposes. In addition, the Ameriplast operations were
suspended, the Petzetakis operations were discontinued and PVC,
ABS and Hose businesses were discontinued.


INTERNET SVCS.: Panel Taps Jaspan Schlesinger as Local Counsel
--------------------------------------------------------------
The duly appointed Committee of Unsecured Creditors in Internet
Services of Michigan, Inc.'s chapter 11 cases, sought and obtained
Bankruptcy Court authority to employ Jaspan Schlesinger Hoffman as
Local Counsel.

The Committee explains to the U.S. Bankruptcy Court for the
District of Delaware that Lowenstein Sandler will serve as its
lead counsel and Jaspan Schlesinger, as local counsel.

The Committee selected Jaspan Schlesinger as its local counsel
because of the firm's experience and knowledge in the field of
bankruptcy and creditors' rights.

The Committee believes that Jaspan Schlesinger is well qualified
to:

     i) advise the Committee and representing it with respect to
        proposals and pleadings submitted by the Debtors or
        others to the Court or the Committee;

    ii) represent the Committee with respect to any plans of
        reorganization or disposition of assets proposed in
        these cases;

   iii) attend hearings, drafting pleadings and generally
        advocating positions which further the interests of the
        creditors represented by the Committee;

    iv) assist in the examination of the Debtors' affairs and a
        review of their operations;

     v) advise the Committee as to the progress of the Chapter
        11 cases; and

    vi) perform such other professional services as are in the
        best interests of those represented by the Committee,
        including, without limitation, those delineated in
        Section 1103(c) of the Bankruptcy Code.

Jaspan Schlesinger's hourly rates for work of this nature
currently are:

          Paralegals      $140 per hour
          Associates      $250 per hour
          Partners        $350 per hour

Frederick B. Rosner, Esq., will lead the team in this engagement.

Headquartered in Mishawaka, Indiana, Internet Services of
Michigan, Inc., an internet service provider, files for chapter 11
protection on September 23, 2003 (Bankr. Del. Case No. 03-12921).  
Linda Marie Carmichael, Esq., at White And Williams, LLP
represents the Debtors in their restructuring efforts.  When the
Company filed protection from its creditors, it estimated its
debts and assets of more than $10 million each.


IT GROUP: Committee Asks Court to Fix Jan. 15 as Admin. Bar Date
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of The IT Group
Debtors asks Judge Walrath to fix January 15, 2003 as the initial
Bar Date to file claims for administrative costs or expenses
arising, accruing or otherwise becoming due and payable on and
between January 16, 2002 and November 15, 2003, including claims
entitled to priority in accordance with Sections 503(b) and 507(a)
of the Bankruptcy Code.

Jeffrey M. Schlerf, Esq., at The Bayard Firm PA, in Wilmington,
Delaware, explains that the Committee, along with the Debtors and
their prepetition lenders, are in the process of finalizing a
joint Chapter 11 Plan of Reorganization and Disclosure Statement,
which they anticipate will be filed before the end of November.  
Due to the current liquidating posture of these Chapter 11 cases,
Administrative Expense Claims are accruing at a diminished rate.  
It is essential to the Chapter 11 Plan process for the Debtors to
know the universe of Administrative Expense Claims through a
certain date.  Accordingly, the Committee wants the Court to fix
January 15, 2004 as the Administrative Bar Date for the filing of
Administrative Expense Claims, which will hopefully expedite the
claims reconciliation process and distributions that will
eventually be made to creditors.

Mr. Schlerf informs the Court that a supplemental bar date for
Administrative Expense Claims arising during the period from
November 15, 2003 through the Plan Effective Date, will be
provided in the Plan and Confirmation Order.

According to Mr. Schlerf, the proposed Administrative Bar Date
would allow Administrative Expense Claim holders 45 days, after
notice is provided by the claims agent, to assert their claims in
the Debtors' Chapter 11 cases.  The Committee submits that the
proposed Administrative Bar Date will confer ample opportunity
for the holders to file an Administrative Expense Claim under the
circumstances of these Chapter 11 Cases.

While the Committee is seeking generally to establish the scope
of Administrative Expense Claims that may be asserted against the
Debtors, Mr. Schlerf remarks that certain claimants should not be
required to file their Administrative Expense Claims prior to the
Administrative Bar Date.  The Committee wants these
Administrative Expense Claim holders to be excluded from filing a
Claim, by the Administrative Bar Date:

   (a) Any person or entity that holds an Administrative Expense
       Claim that has been allowed by a Court order entered on or
       before the Administrative Bar Date;

   (b) Any Administrative Expense Claim which arose, accrued, or
       otherwise becomes due and payable subsequent to the
       Administrative Bar Date;

   (c) Any holder of an Administrative Expense Claim who, prior
       to the Administrative Bar Date filed a proof of
       Administrative Expense Claim with the Clerk of the
       Bankruptcy Court;

   (d) Any Administrative Expense Claim held by the Office of the
       U.S. Trustee under Section 1930(a)(6) of the Judiciary
       Procedures Code; and

   (e) Any professionals retained by the Debtors or the Committee
       under Court order pursuant to Sections 327, 328 or 1103 of
       the Bankruptcy Code.

The Committee believes that, unless specifically excepted, each
and every creditor of the Debtors should and must be required to
file an Administrative Expense Claim on or before the
Administrative Bar Date.  Any person or entity that fails to
comply and file a timely claim on or before the Administrative
Bar Date should and must be forever barred, restrained and
enjoined from asserting its claims against the Debtors and its
property for the Administrative Expense Period, and should and
must not be treated as a creditor for purposes of receiving any
distribution in these Chapter 11 cases for the Administrative
Expense Period.

The Committee, with the assistance of its counsel, claims agent
or its claims specialist, will be responsible for issuing a
notice of the Administrative Bar Date, as well as administering,
docketing and cataloguing all claims that are received.

The Court should direct all potential claimants to file
Administrative Expense Claims on or before January 15, 2004, at
4:00 p.m., with:

   -- the Clerk of the Bankruptcy Court
      District of Delaware,
      824 Market Street, 3rd Floor,
      Wilmington, Delaware 19801; and

   -- Alix Partners LLC
      2100 McKinney Avenue, suite 800
      Dallas, Texas 75201.

Mr. Schlerf explains that the Claims will be deemed filed at the
time they are actually received.  Additionally, Notice of the
Administrative Bar Date will be served by mail, on or before
December 1, 2003, to:

   -- the Office of the United States Trustee;

   -- all persons of entities, which filed a notice of appearance
      in these cases pursuant to Section 1109 of the Bankruptcy
      Code and Rule 9010 of the Federal Rules of Bankruptcy
      Procedure;
     
   -- the 20 largest unsecured creditors of each jointly
      administered estate;

   -- all parties who filed a proof of claim in these cases;

   -- all persons or entities which are listed in the Schedules;

   -- the District Director of the Internal Revenue Service of
      the District of Delaware; and

   -- all other persons or entities whom the Committee believes
      may hold Administrative Expense Claims.

In addition, the Committee will publish the Notice of the
Administrative Bar Date, no later than 20 days prior to the
deadline, in:

   -- The New York Times, National Edition, or
   -- Wall Street Journal.
(IT Group Bankruptcy News, Issue No. 36; Bankruptcy Creditors'
Service, Inc., 215/945-7000)  


JOHNSONDIVERSEY: Third Quarter Conference Call Set for Tomorrow
---------------------------------------------------------------
JohnsonDiversey, Inc., will discuss its financial performance for
the quarter ended October 3, 2003, in a conference call tomorrow,
November 14, at 11:00 a.m. EST.

The JohnsonDiversey, Inc. "Form 10-Q" will be available no later
tomorrow on the company's investor relations page at
http://www.johnsondiversey.com.   

The conference call can be accessed via telephone as follows:  

Conference Name:  JohnsonDiversey
Conference Date:  November 14, 2003
Conference Start  Time: 11:00 a.m. EST

Domestic Toll-free Bridge #:  (800) 289-0544
International Bridge #:       (913) 981-5533
Pass Code:                    Operator Assisted
                              (for assistance during call, dial
                              star 0)

Replay Domestic Toll-free #:  (888) 203-1112
Replay International #:       (719) 457-0820
Replay Access Code:           638925

This conference call will be recorded with a replay period of two
weeks. Lines will be muted until the company completes its
comments on the results. Thereafter, a Q&A session will be
provided.

With operations in more than 60 countries, JohnsonDiversey, Inc.
(S&P, BB- Corporate Credit Rating, Stable Outlook) is a leading
global provider of cleaning and hygiene solutions to the
institutional and industrial marketplace. JohnsonDiversey,
Inc. serves customers in the lodging, food services, retail,
health care, food and beverage sectors as well as building service
contractors worldwide.


KAISER ALUMINUM: Secures Go-Signal to Enter into Consent Decree
---------------------------------------------------------------
U.S. Bankruptcy Court Judge Fitzgerald authorizes the Kaiser
Aluminum Debtors to enter into the Evironmental Claims Consent
Decree.  Judge Fitzgerald modifies the automatic stay to permit
the Debtors, the United States of America -- on behalf of the
U.S. Environmental Protection Agency, the U.S. Department of
Interior and the National Oceanic and Atmospheric Administration
-- the State of California, the State of Rhode Island, the State
of Washington and the Puyallup Tribe of Indians to consummate the
Consent Decree.

Judge Fitzgerald also permits the Debtors' claims and noticing
agent, Logan & Company, Inc. to create a $5,500,000 allowed
unsecured claim -- Commencement Bay Claim -- for the benefit of
NOAA, DOI, the State of Washington and the Tribe in respect of
claims related to the Commencement Bay -- Hylebos Waterway --
site.  Cash and non-cash distributions in respect of the
Commencement Bay Claim will be made as set forth in the Consent
Decree.  To the extent that the proofs of claim, filed by, or on
behalf of, the NOAA, DOI, the State of Washington or the Tribe
assert liabilities in respect of the Commencement Bay, those
claims or portions are disallowed as duplicative of the
Commencement Bay Claim.

Moreover, Judge Fitzgerald rules that:

   (a) Without any prejudice to the rights of the Nuclear
       Regulatory Commission or the Settling Federal Agencies
       with respect to any of the Reserved Sites, in which the
       Debtors have not yet been identified as Potentially
       Responsible Parties, or with respect to which the Debtors'
       equitable share cannot be determined, Claim No. 7135 will
       be allowed as a $17,828,839 general, non-priority
       unsecured claim on behalf of the EPA, provided, that the
       United States on behalf of NOAA and DOI will also be
       entitled to its share of the distributions on the
       Commencement Bay Claim;

   (b) Claim No. 7297 will be reduced on behalf of the California
       Department of Toxic Substances Control as a $1,141,364
       non-priority general, unsecured claim, and reduced and
       allowed on behalf of the California Department of Fish and
       Game as a $15,818 non-priority general, unsecured claim;
       and

   (c) Without prejudice with respect to any of the Reserved
       Sites, Claim No. 7111 filed by the State of Rhode Island
       will be withdrawn.

The Consent Decree will not be deemed to operate to, or have the
effect of, impairing the legal, equitable or contractual rights
of the Debtors, on the one hand, or of an Insurer, on the other
hand, pursuant to an insurance policy, including any right of an
Insurer to dispute the validity and amount of any claim for which
payment is sought from an Insurer under an insurance policy.  The
Insurers are:

   (a) St. Paul Fire and Marine Insurance Company,

   (b) Associated International Insurance Company, and

   (c) The Ace Companies, which include:

       -- Century Indemnity Company, successor to CCI Insurance
          Company, successor to Insurance Company of North
          America, also successor to CIGNA Specialty Insurance
          Company, formerly known as California Union Insurance
          Company;

       -- ACE Property & Casualty Company, formerly known as
          CIGNA Property & Casualty Company, formerly known as
          Aetna Insurance Company;

       -- Pacific Insurance Company;

       -- Industrial Insurance Company; and

       -- St. Paul Mercury Insurance Company.

With regard to all existing or future third party claims against
the Debtors with respect to the 66 disposal or treatment sites
not owned by the Debtors -- Liquidated Sites -- including claims
for contribution, the Debtors are not entitled to protection from
actions or claims to the maximum extent provided by Section
113(f)(2) of the Comprehensive Environmental Response,
Compensation and Liability Act, Section 9613(f)(2) of the
Bankruptcy Code, and similar State Laws and Tribal Laws.

                         *    *    *

                         Backgrounder

As previously reported, Kaiser Aluminum Corporation and its
debtor-affiliates sought the Court's authority to enter into a
consent decree with the United States of America -- on behalf of
the U.S. Environmental Protection Agency, the U.S. Department of
Interior and the National Oceanic and Atmospheric Administration -
- the states of California, Rhode Island and Washington and the
Puyallup Tribe of Indians.  The Consent Decree settles numerous
environmental claims of the Settling Parties against the Debtors.

As a result to their extensive operations throughout the United  
States, the Debtors are subject to regulation under numerous
environmental laws, including the Comprehensive Environmental
Response, Compensation and Liability Act.  Pursuant to the
environmental laws, various federal and state regulatory  
agencies, over the course of numerous years, initiated multiple  
unrelated regulatory actions contending that the Debtors were  
jointly and severally liable, along with other private parties,  
as potentially responsible parties for past and future costs
incurred by the applicable agencies in the clean-up and
remediation of environmental conditions at various sites.

On behalf of the Nuclear Regulatory Commission and the Settling
Federal Agencies, the United States filed Claim No. 7135 against
the Debtors asserting a general unsecured claim for $467,975,062.  
The other Settling Parties filed these Claims:

         Settling Party        Claim No.          Amount
         --------------        ---------          ------
         California               7297      unliquidated
         Rhode Island             7111       $30,000,000
         Washington               7181       152,219,574
         Puyallup Tribe           1727        78,287,373

The Consent Decree allows the Debtors to avoid potential claims
for the full cost of environmental remediation at contaminated
sites, which could total in the hundreds of millions of dollars.  
The Consent Decree also provides a procedure for the Debtors to
address currently unknown claims on the same terms that the claims
would have been treated under any reorganization plan if they were
currently known and liquidated, thus permitting the Debtors to
avoid costly estimation proceedings and litigation over whether
the claims constitute dischargeable "claims" in these Chapter 11
cases.

The Debtors entered into the Consent Decree with the Settling
Parties in August 2003.  The Consent Decree lists 66 third-party
disposal or treatment sites not owned by the Debtors --
Liquidated Sites -- with respect to which the Debtors have been
alleged by the United States and or one of the States to be a
PRP.  Of the Liquidated Sites, there are 38 sites for which the
Settling Parties essentially have no claim -- an allowed general
unsecured claim reflected as zero -- either because the parties
agree that a settlement for no liability is appropriated or
because the Debtors previously made sufficient payments with
respect to the site, in which case the Consent Decree specified
the amounts previously paid.

With respect to the remaining 28 Liquidated Sites, the Consent
Decree specifies the dollar amount that will constitute allowed
general unsecured claims under any confirmed reorganization
plan.  The amounts were determined based on the equitable factors
that are typically used to settle PRP liability at multi-party
sites.  The Settling Parties will be allowed these general
unsecured claims against the Debtors:

          Settling Party                         Amount
          --------------                         ------
          The United States,                $17,828,839
          on the EPA's behalf

          Washington, the Puyallup Tribe      5,500,000
          and the United States, on
          behalf of DOI and NOAA

          California Department               1,141,364
          of Toxic Substances

          California Department                  15,818
          of Fish and Game
(Kaiser Bankruptcy News, Issue No. 34; Bankruptcy Creditors'
Service, Inc., 215/945-7000)  


LEAP WIRELESS: Sues MCG PCS to Recover Preferential Transfers
-------------------------------------------------------------
Leap Wireless International Inc. and its Debtor-affiliates want to
avoid and recover a certain preferential payment they made to MCG
PCS, Inc. and Michael C. Gelfand, both insiders of the Debtors.  
The Debtors also want to subordinate MCG's alleged general
unsecured creditor claim to all other claims against them because
these claims arose from the purchase or sale of the Debtors'
securities.

Robert A. Klyman, Esq., at Latham & Watkins LLP, in Los Angeles,
California, informs the Court that according to publicly filed
documents, MCG is a corporation organized and existing under the
laws of the State of Florida, with its principal place of Business
in Palm Beach, Florida.  MCG owns more than 20% of the outstanding
voting securities of the Debtors, and is consequently their
"affiliate" and "insider" pursuant to Sections 101(2) and
101(31)(E) of the Bankruptcy Code.

Also according to publicly filed documents, Mr. Klyman relates
that Mr. Gelfand is MCG's sole stockholder, president, and
director.  Consequently, Mr. Gelfand is an "insider" of the
Debtors.

Mr. Klyman recounts that on September 1, 2000 the Debtors and MCG
entered into an acquisition agreement, pursuant to which the
Debtors purchased from MCG an FCC wireless license and the stock
of a corporation that owned an FCC wireless license.  The price to
be paid for the licenses under the Agreement was subject to a
potential price adjustment.

The Agreement provided the Debtors with the option to pay the
Purchase Price Adjustment in cash or stock:

   "[The Debtors] will pay the Purchase Price Adjustment, at [the
   Debtors'] sole election, (i) in cash by wire transfer of
   immediately available funds or (ii) by the private issuance to
   [MCG] of that number of shares of [The Debtors] Common Stock
   equal to the amount of the Purchase Price Adjustment divided
   by the PPA Stock Price."

MCG, Mr. Gelfand and the Debtors later disputed the correct
computation of the Purchase Price Adjustment figure and entered
into binding arbitration.  Subsequently, the arbitrator required
the Debtors to pay MCG a Purchase Price Adjustment equal to either
of these:

   (1) $39,812,698 in cash, or

   (2) $21,020,431 shares of the Debtors' common stock.

The Debtors opted to pay MCG with their common stock and issued
the share to MCG on August 30, 2002.  As a result, MCG became the
owner of over 35% of the Debtors' total issued and outstanding
shares.

The Agreement further required that, in the event either party
brought an action or arbitration "in connection with the
performance, breach, or interpretation" of the Agreement, "the
prevailing party will be entitled to recover from the losing party
all reasonable costs and expenses of the action or arbitration,
including attorneys' fees."

Pursuant to the Agreement, the arbitrator required the Debtors to
pay the fees of Howrey Simon and other expenses for $1,475,000.
MCG and the Debtors stipulated to a final award of attorneys fees
for $1,475,209.  Accordingly, the Debtors transferred this amount
to Howrey Simon for the benefit of MCG and Mr. Gelfand.

The Agreement further required the Debtors to "[c]ause the
[Debtors'] Shares to be registered pursuant to Section 12(b) or
12(g) of the Exchange Act and continually listed, subject to
notice of issuance, on the NASDAQ-NMS or a national securities
exchange, if such exchange is the principal market on which the
[Debtors] Shares are traded, and not subject to any restriction or
suspension from trading on the NASDAQ-NMS or such national
securities exchange."

The Debtors' stock became delisted from the NASDAQ-NMS exchange.  
Mr. Klyman explains that the delisting constituted a breach of the
requirement under the Agreement that the Debtors continually list
their shares on a national securities exchange.

Shortly after bankruptcy protection, Mr. Gelfand alleged that MCG
was the Debtors' "creditor".  According to Mr. Gelfand, MCG's
claim arises out of the Debtors' breach of the provision in the
Agreement requiring the listing of shares on the NASDAQ exchange.
MCG filed a proof of claim in the Debtors' bankruptcy case,
asserting an unsecured claim of $39,812,698.  MCG asserted that
the Debtors breached their contractual obligations to provide "the
required satisfaction of $39,812,698 portion of the purchase
price" under the Agreement by failing to register the stock for
resale by MCG and to keep the stock continuously listed on the
NASDAQ exchange.  MCG stated that the purpose of the obligations
was to ensure the stock was saleable and readily marketable.  MCG
asserted in the alternative that the Debtors' breach entitled MCG
to damages for $21,020,341.

Mr. Klyman argues that the Preferential Transfers enabled MCG to
receive on its antecedent debt more than MCG would receive if:

   (a) the Debtors' case were under Chapter 7 of the Bankruptcy
       Code;

   (b) the Preferential transfers had not been made; and

   (c) MCG received payment of the MCG Debtors pursuant to the
       provisions of the Bankruptcy Code.

Mr. Klyman notes that there exists a unity of interest and
ownership between MCG and Mr. Gelfand, such that any individuality
and separateness between them have ceased, and Mr. Gelfand is the
alter ego of MCG.  Adherence to the fiction of the separate
existence of MCG as an entity distinct from Mr. Gelfand would
sanction fraud or promote injustice.

According to Mr. Klyman, the Preferential Transfer is avoidable
and the Debtors may recover for their estate's benefit, from the
initial transferee or any insider for whose benefit the transfer
was made, the value of the Preferential Transfer pursuant to a
Court order and pursuant to Sections 547(b) and 550.  Thus, the
Debtors may recover the value of the Preferential Transfer from
MCG and Mr. Gelfand, as insiders for whose benefit the
Preferential Transfer was made.  The Debtors may also recover from
Mr. Gelfand as the alter ego of MCG.

Mr. Klyman argues that MCG's claim arises from the purchase or
sale of the Debtors' security for the purposes of Section 510(b).  
Pursuant to Section 510(b), MCG's claim must have the same
priority as other common stockholders' claims.  Thus, MCG, as a
shareholder, must assume a position subordinate to the creditors.

Accordingly, the Debtors ask the Court to enter judgment:

   (a) avoiding the Preferential Transfer pursuant to Section 547
       of the Bankruptcy Code;

   (b) decreeing that the Debtors have and recover the full
       amount of the Preferential Transfer, pursuant to Section
       550 of the Bankruptcy Code, with lawful pre and
       postjudgment interests and costs of the action, including
       costs and reasonable attorneys' fees incurred in
       connection with the action's investigation and
       prosecution, the sums to be payable by MCG and Mr.
       Gelfand, as applicable, to the Debtors; and

   (c) subordinating MCG's claim pursuant to Section 510(b) of
       the Bankruptcy Code to the same priority of other common
       stockholders. (Leap Wireless Bankruptcy News, Issue No. 12;
       Bankruptcy Creditors' Service, Inc., 215/945-7000)  


LIVENT (US) INC: Court to Consider Liquidating Plan on Nov. 21
--------------------------------------------------------------
By Order of the U.S. Bankruptcy Court for the Southern District of
New York, the Disclosure Statement with respect to Livent (U.S.)
Inc. and its debtor-affiliates was approved as adequate within the
meaning of Sec. 1125 of the Bankruptcy Code.  The Court found that
the Disclosure Statement contains the right kind and amount of
information to enable debtors to make informed decisions whether
to accept or reject the Fourth Amended Joint Consolidated
Liquidating Chapter 11 Plan.

A hearing to consider confirmation of the Plan is convening on
November 21, 2003, at 10:00 a.m., Eastern Time, or as soon
thereafter as Counsel can be heard.

Responses or objections to the confirmation of the Liquidating
Plan must be filed with the Bankruptcy Court before the close of
business tomorrow.  Copies must also be served on:

        1. Counsel for the Debtors
           Willkie Farr and Gallagher LLP
           787 Seventh Avenue
           New York, New York 10019
           Attn: Matthew A. Feldman, Esq.

        2. Counsel for the Creditors' Committee
           Cleary Gottlieb Steen & Hamilton
           One Liberty Plaza
           New York, NY 10006
           Attn: James L. Bromley, Esq.
     
Livent was a vertically integrated producer of live theatrical
entertainment, as well as an operator of theaters in large North
American markets. Livent and its debtor-affiliates filed for
Chapter 11 relief on November 18, 1998.  Matthew Allen Feldman,
Esq., at Willkie Farr & Gallagher LLP represents the Debtors in
their liquidating efforts.  


LOEWEN GROUP: Red Ink Continued to Flow in Third Quarter 2003
-------------------------------------------------------------
Alderwoods Group, Inc. (NASDAQ:AWGI) announced their third quarter
results, representing the 16 weeks and 40 weeks ended October 4,
2003. In the third quarter the Company reported a net loss of
$13.2 million, or $0.33 per share on revenues of $210.6 million,
compared with a net loss of $254.2 million last year, or $6.37 per
share on revenues of $202.9 million.

Third quarter highlights from continuing operations include:

    -  Funeral services performed increased 1.0% to 36,250

    -  Average revenue per funeral service increased by 1.4% to
       $3,880

    -  Total gross margins increased by 35.1% to $34.9 million

    -  Pre-need funeral contracts written increased 4.2% to $51.8
       million

    -  A $325 million refinancing was completed that will
       substantially reduce interest expense going forward

    -  $31.6 million of long-term debt was repaid

    -  Annual goodwill review indicates no impairment

"We are pleased with the positive trends that we have seen in the
third quarter of this year," stated Paul Houston, President and
CEO of Alderwoods Group. "For the first time since emergence, the
Company has achieved an increase in the quarter in both the number
of funeral services performed and the average revenue per service.
We believe our operational initiatives are now beginning to have a
positive impact. Even though we are encouraged by these
improvements, we understand that we need to remain focused on
growing our core business operations and evaluating operational
efficiencies so that we can continue to improve our results in the
future."

"We have also recently made progress on two of our other strategic
initiatives," said Mr. Houston. "The refinancing of nearly half of
our debt was a significant step towards improving the quality of
our balance sheet today and reducing our interest expense in the
future. We are also pleased to have completed subsequent to the
end of the third quarter, the previously announced sale of our
U.K. assets, as well as closed on the disposition of some North
American properties. These two events combined with our improving
day to day operations, has helped to better position Alderwoods
Group in our efforts to grow shareholder value."

               Refinancing and Debt Reduction

On September 17, 2003, Alderwoods Group completed a $325 million
refinancing transaction. The refinancing included a $275 million
Term Loan B and a $50 million revolving credit facility. This new
senior secured Term Loan B is at a floating interest rate of 3.25%
over LIBOR and will result in substantial interest rate savings to
the Company. The proceeds of the refinancing was used to fully
retire $195 million of 11% senior secured notes due in 2007, and
$80 million of Rose Hills' 9.5% senior subordinated notes due in
2004. Rose Hills is a wholly-owned subsidiary of the Alderwoods
Group. The new revolving credit facility replaces the previous
credit facility entered into on January 2, 2002, and is intended
to be used primarily to fund the Company's working capital needs.

As a result of the Company's debt refinancing, interest expense
for the quarter included $4.2 million in premiums, fees and
unamortized discount write-off.

As of November 11, 2003, the Company has reduced its total long-
term debt by $106.5 million in fiscal 2003, and $182.4 million
since emergence in January 2002. The long-term debt outstanding
today stands at $649.0 million.

         Discontinued Operations and Assets Held for Sale

Alderwoods Group continues to assess the markets and businesses in
which it operates, and evaluate the long-term potential and
strategic fit of each. During the 16 weeks ended October 4, 2003,
the Company identified 79 funeral homes, 30 cemeteries, and four
combinations for disposal.

Also during the third quarter, Alderwoods Group sold or closed 17
funeral homes, six cemeteries and one combination location. The
gross proceeds from these transactions were $1.6 million.

Since the end of the third quarter, the Company sold or closed
five funeral homes and three cemetery locations in North America.
Gross proceeds of these dispositions were $2.3 million.

On October 20, 2003 Alderwoods Group announced the sale of its
assets in the United Kingdom to a management led consortium. This
sale has divested the Company of all its holdings outside North
America. The Company received gross proceeds of $18.1 million and
will record a gain on the sale of approximately $1.9 million in
the fourth quarter.

As of November 11, 2003, the Company holds for sale 76 funeral
homes, 79 cemeteries, four combination properties and certain life
insurance operations.

        Financial Summary 16 Weeks Ended October 4, 2003

Overview

Net loss for both continuing and discontinued operations of $13.2
million for the 16 weeks ended October 4, 2003, decreased by
$241.0 million compared to a net loss of $254.2 million for the
corresponding period in 2002, primarily due to the $242.2 million
goodwill impairment provision taken in 2002. Basic and fully
diluted loss per share for the 16 weeks ended October 4, 2003,
were $0.33, compared to $6.37 for the corresponding period in
2002.

Continuing Operations

Total revenue for the 16 weeks ended October 4, 2003, was $210.6
million compared to $202.9 million for the corresponding period in
2002, an increase of $7.7 million or 3.8%.

Funeral revenue was $140.7 million, representing 66.8% of the
Company's total revenue for the 16 weeks ended October 4, 2003,
which was up by $3.4 million compared to $137.3 million for the
corresponding period in 2002. For the 16 weeks ended October 4,
2003, funeral services performed were 36,250, an increase of 1.0%
compared to 35,875 funeral services performed in the corresponding
period in 2002, and average funeral revenue per service was
$3,880, a 1.4% increase per funeral service performed compared to
$3,827 in the corresponding period in 2002.

For the 16 weeks ended October 4, 2003, the funeral gross margin
was $30.6 million, or 21.8% of revenue, compared to $22.6 million,
or 16.5% of revenue for the corresponding period in 2002. The
increase in the funeral margin was primarily due to more funeral
services performed, higher average revenue per funeral service and
lower wage costs while offset by higher facilities and benefits
costs during the 16 weeks ended October 4, 2003, compared to the
corresponding period in 2002.

Cemetery revenue for the 16 weeks ended October 4, 2003, was $46.8
million, representing 22.2% of total revenue, which was up $1.6
million, or 3.6% compared to the corresponding period in 2002,
primarily due to higher pre-need space sales and recognition of
pre-need merchandise.

The cemetery gross margin was $4.1 million, or 8.8% of revenue for
the 16 weeks ended October 4, 2003, compared to $3.3 million, or
7.2% of revenue for the corresponding period in 2002. The increase
in the cemetery margin was primarily due to increased revenues,
more than offsetting higher facilities costs.

The Company's insurance operations generated revenue of $23.1
million, representing 11.0% of total revenue for the 16 weeks
ended October 4, 2003, compared to revenue of $20.4 million,
representing 10.0% of total revenue for the corresponding period
in 2002. Insurance revenue increased primarily due to higher
premiums.

General and administrative expenses totaled $13.2 million for the
16 weeks ended October 4, 2003, representing 6.3% of total
revenue, while for the corresponding period in 2002, general and
administrative expenses totaled $10.1 million, or 5.0% of total
revenue. General and administrative expenses for the 16 weeks
ended October 4, 2003, were reduced by $3.1 million as a result of
net interest income received from a tax refund. A $5.0 million
bonus accrual reversal was recorded for the 16 weeks ended
October 5, 2002.

Operating earnings from continuing operations of $21.2 million for
the 16 weeks ended October 4, 2003, increased by $232.9 million,
compared to a loss of $211.7 million for the corresponding period
in 2002. The increase was primarily due to higher gross margins
during the 16 weeks ended October 4, 2003, and no goodwill
impairment provision in 2003 compared to a provision of $227.5
million in the corresponding period in 2002.

For the 16 weeks ended October 4, 2003, interest expense was $27.7
million, an increase of $1.6 million, or 6.2%, compared to the
corresponding period in 2002, primarily reflecting the effect of
debt repayments made by the Company being offset by $4.2 million
in premiums, fees and unamortized discount write-off, incurred as
a result of the early retirement of the 9.50% Senior subordinated
notes, and the previous credit facility.

Pre-need funeral and cemetery contracts written during the 16
weeks ended October 4, 2003, totaled $51.8 million and $23.8
million, respectively. For the corresponding period in 2002, pre-
need funeral and cemetery contracts written totaled $49.7 million
and $24.2 million, respectively. Both the pre-need funeral and
cemetery contracts written were consistent with the corresponding
prior period.

Discontinued Operations

During the 16 weeks ended October 4, 2003, the Company identified
79 funeral, 30 cemetery and four combination locations for
disposal.

The above are in addition to all 39 funeral locations in the
United Kingdom, certain of the Company's life insurance operations
that were previously identified for disposal, and 10 funeral and
52 cemetery locations remaining from locations previously
designated as held for sale. The Company has classified all the
locations identified for disposal as assets held for sale in the
consolidated balance sheets and recorded any related operating
results, long-lived asset impairment provision, and gains or
losses recorded on disposition as income from discontinued
operations. The Company has reclassified prior periods to reflect
any comparative amounts on a similar basis, including locations
sold in 2002.

For the 16 weeks ended October 4, 2003, loss from discontinued
operations, net of tax, was $6.6 million, $0.17 per share, basic
and diluted, which included $0.8 million of pre-tax disposal
gains, and a pre-tax long-lived asset impairment provision of
$12.2 million.

       Financial Summary 40 Weeks Ended October 4, 2003

Overview

Net income for both continuing and discontinued operations of $0.4
million for the 40 weeks ended October 4, 2003, increased by
$245.8 million, compared to a net loss of $245.4 million for the
corresponding period in 2002. The increase in net income was
primarily due the $242.2 million goodwill impairment provision
taken in 2002. Basic and fully diluted earnings per share for the
40 weeks ended October 4, 2003, were $0.01, compared to basic and
fully diluted loss per share of $6.15 for the corresponding period
in 2002.

Continuing Operations

Total revenue for the 40 weeks ended October 4, 2003, was $549.0
million compared to $532.4 million for the corresponding period in
2002, an increase of $16.6 million, or 3.1%.

Funeral revenue was $373.5 million, representing 68.0% of the
Company's total revenue for the 40 weeks ended October 4, 2003,
which was consistent with the corresponding period in 2002. For
the 40 weeks ended October 4, 2003, funeral services performed
were 95,798, a decline of 1.9% compared to 97,617 in the
corresponding period in 2002, and average funeral revenue per
service of $3,898, a 1.9% increase per funeral service performed,
compared to $3,825 in the corresponding period in 2002.

For the 40 weeks ended October 4, 2003, the funeral gross margin
was $84.1 million, or 22.5% of revenue, compared to $88.9 million,
or 23.8% of revenue for the corresponding period in 2002. The
decrease in the funeral gross margin was primarily due to higher
facilities, benefits and vehicle costs during the 40 weeks ended
October 4, 2003, compared to the corresponding period in 2002.

Cemetery revenue for the 40 weeks ended October 4, 2003, was
$121.9 million, representing 22.2% of total revenue, which was up
by $10.9 million, or 9.8% compared to the corresponding period in
2002, primarily due to higher pre-need space sales and recognition
of pre-need merchandise, and a one-time $3.9 million reversal of
perpetual care liabilities.

The cemetery gross margin was $15.1 million, or 12.4% of revenue
for the 40 weeks ended October 4, 2003, compared to $9.5 million,
or 8.6% of revenue for the corresponding period in 2002. The
improvement in the cemetery margin was primarily due to the
revenue increase discussed above, which was partially offset by an
increase in costs from higher insurance, benefit and facility
costs.

The Company's insurance operations generated revenue of $53.6
million, representing 9.8% of total revenue for the 40 weeks ended
October 4, 2003, compared to revenue of $48.0 million,
representing 9.0% of total revenue for the corresponding period in
2002. Insurance revenue increased primarily due to higher premiums
and investment income.

General and administrative expenses totaled $32.4 million for the
40 weeks ended October 4, 2003, representing 5.9% of total
revenue, while for the corresponding period in 2002, general and
administrative expenses totaled $33.7 million, or 6.3% of total
revenue. During 2003, general and administrative expenses were
reduced by a $5.0 million decrease in accrued legal expenses as a
result of a legal claim settlement and $3.1 million net interest
income received from a tax refund. A $5.0 million bonus accrual
reversal was recorded for the 16 weeks ended October 5, 2002.

In accordance with FAS 142, the Company undertook its annual
goodwill impairment review during the 16 weeks ended October 4,
2003. There was no indication of goodwill impairment, as the
estimated fair value of the funeral reporting unit exceeded its
carrying amount as at October 4, 2003.

The Company has an ongoing program to review and dispose of
surplus real estate. During the 40 weeks ended October 4, 2003,
the Company determined that the carrying amount of certain parcels
of surplus real estate held for sale now exceeded the fair market
value, less estimated cost to sell. As a result, the Company
recorded a pre-tax provision for long-lived asset impairment of
$4.1 million.

Operating income from continuing operations of $64.1 million for
the 40 weeks ended October 4, 2003, increased by $226.5 million,
compared to an operating loss of $162.4 million for the
corresponding period in 2002. The increase was primarily due to no
goodwill impairment provision in 2003 compared to a goodwill
impairment provision of $227.5 million in the corresponding period
in 2002.

For the 40 weeks ended October 4, 2003, interest expense was $65.0
million, a decrease of $2.1 million, or 3.1%, compared to the
corresponding period in 2002, primarily reflecting the effect of
debt repayments made by the Company being partially offset by $4.2
million in premiums, fees and unamortized discount write-off
incurred as a result of the early retirement of the 9.50% Senior
subordinated notes, and the previous credit facility.

For the 40 weeks ended October 4, 2003, there was a net income tax
benefit of $8.0 million, compared to income tax expense of $0.9
million in the corresponding period in 2002. The income tax
benefit is primarily due to income tax refunds totaling $9.7
million resulting from audits of the predecessor's 1993 through
1998 federal income tax returns.

Pre-need funeral and cemetery contracts written during the 40
weeks ended October 4, 2003, totaled $127.2 million and $61.6
million, respectively. For the corresponding period in 2002, pre-
need funeral and cemetery contracts written totaled $124.1 million
and $58.1 million, respectively. The increase in pre-need
contracts written was primarily due to continuing efforts to
increase pre-need sales.

Discontinued Operations

During the 40 weeks ended October 4, 2003, the Company identified
122 funeral, 45 cemetery and four combination locations for
disposal. The funeral locations also include all 39 funeral
locations in the United Kingdom, as they are not strategic to the
Company's long-term objective to focus capital and management
resources in North America. The Company also identified for
disposal certain life insurance operations that do not support the
Company's North American pre-need funeral sales efforts. These are
in addition to the 10 funeral and 52 cemetery locations remaining
from locations previously designated as held for sale.

The Company has classified all the locations identified for
disposal as assets held for sale in the consolidated balance
sheets and recorded any related operating results, long-lived
asset impairment provision, and gains or losses recorded on
disposition as income from discontinued operations. The Company
has reclassified prior periods to reflect any comparative amounts
on a similar basis, including locations sold in 2002.

For the 40 weeks ended October 4, 2003, loss from discontinued
operations, net of tax, was $6.5 million, $0.16 per share, basic
and diluted, which included $6.0 million of pre-tax disposal
gains, and a pre-tax long-lived asset impairment provision of
$21.5 million.

                         Company Overview

Launched on January 2, 2002, the Company is the second largest
operator of funeral homes and cemeteries in North America. As of
October 4, 2003, the Company operated 776 funeral homes, 161
cemeteries and 60 combination funeral home and cemetery locations
in the United States, Canada and the United Kingdom. Of the
Company's total locations, 119 funeral homes, 82 cemeteries and
four combination funeral home and cemetery locations are held for
sale as at October 4, 2003. The Company provides funeral and
cemetery services and products on both an at-need and pre-need
basis. In support of the pre-need business, it operates insurance
subsidiaries that provide customers with a funding mechanism for
the pre-arrangement of funerals.

For more information about the Company's results, readers are
directed to the Company's Form 10-Q for the period ended
October 4, 2003, which will be filed with the United States
Securities and Exchange Commission, and will be available in pdf
format through the Company's Web site at http://www.alderwoods.com


LORAL SPACE: Will Close Sale Deal with Intelsat by Year-End
-----------------------------------------------------------
Intelsat, Ltd., announced that the time for appealing the
bankruptcy court's order approving the company's pending purchase
of the North American satellite assets of Loral Space &
Communications Corporation has expired and that no appeal was
taken. This milestone sets the stage for an expedited closing of
the transaction as early as year end.

Following closing of the transaction, the assets to be acquired
would significantly enhance Intelsat's geographic coverage and its
presence in the broadcast video market. Upon consummation of the
transaction, the Loral assets, including four satellites in orbit
and one satellite under construction that is expected to launch in
mid-2004, will give Intelsat full coverage of North America and
50-state coverage of the United States. The new satellites and
orbital locations will complement Intelsat's existing global, end-
to-end network, which includes 23 satellites, leased capacity on
two additional satellites, five commercial teleports, strategic
points of presence and fiber connections. As part of the
agreement, Intelsat will acquire contracts with Loral customers in
the cable television, broadcasting and private data networking
segments.

One condition to the closing of the transaction is the receipt of
U.S. Federal Communications Commission approval of the transfer of
Loral's FCC licenses to Intelsat. Intelsat has requested expedited
treatment from the FCC, and believes that it may be able to close
the transaction as early as year end.

"The Loral asset purchase validates our commitment to enhancing
our geographic coverage and further diversifying our revenue
stream, and it's a clear indication of our belief that a
consolidating satellite services marketplace is going to be led by
those that can provide their customers with end-to-end
connectivity on a global basis," said Conny Kullman, chief
executive officer of Intelsat. "With the final hurdle in the
bankruptcy court process cleared, we are now able to move forward
on concluding this important transaction on an expedited basis. We
are eagerly anticipating the expansion of Intelsat's access to the
North American market and are looking forward to providing Loral's
customers with a smooth and efficient transition."

The purchase price for the assets may be up to $1.1 billion but is
subject to a number of price adjustments that will affect the
final cash payment to Loral. Specifically, Intelsat will receive a
purchase price reduction for any net insurance proceeds received
by Loral as a result of the $141 million claim filed by Loral for
the loss of the Telstar 4 satellite. In addition, the purchase
price may be adjusted downward based upon certain revenue and
backlog-related performance thresholds, as set forth in the asset
purchase agreement. The closing of the Loral transaction remains
subject to the satisfaction of other conditions that are expected
to be met within the same timeframe as the pending FCC approval.

Intelsat, Ltd. offers telephony, corporate network, video and
Internet solutions around the globe via capacity on 25
geosynchronous satellites in prime orbital locations. Customers in
approximately 200 countries rely on Intelsat satellites and ground
resources for quality connections, global reach and reliability.
For more information, visit http://www.intelsat.com  


M/I SCHOTTENSTEIN: Board Declares First-Quarter Cash Dividend
-------------------------------------------------------------
M/I Schottenstein Homes, Inc. (NYSE: MHO) announced that its board
of directors declared a cash dividend of $0.025 per share for the
first quarter of 2004.  The dividend is payable on January 22,
2004 to stockholders of record on January 2, 2004.

M/I Schottenstein Homes, Inc. (Fitch, BB Senior Unsecured Debt and
B+ Senior Subordinated Debt Ratings, Stable Outlook) is one of the
nation's leading builders of single-family homes, having sold over
55,000 homes.  The Company's homes are marketed and sold under the
trade names M/I Homes and Showcase Homes.  The Company has
homebuilding operations in Columbus and Cincinnati, Ohio;
Indianapolis, Indiana; Tampa, Orlando and Palm Beach County,
Florida; Charlotte and Raleigh, North Carolina; Virginia and
Maryland.


MARINER: MHG Enters Pact Resolving Maryland Health Dept. Claims
---------------------------------------------------------------
Currently, the Mariner Health Group Debtors operate 11 nursing
facilities in the State of Maryland.  The Maryland Department of
Health and Mental Hygiene filed four proofs of claim against the
Debtors:

                 Claim No.          Claim Amount
                 ---------          ------------
                   2133               $1,699,695
                   2134                  114,096
                   2135                  111,850
                   2136             undetermined

In a Court-approved stipulation, the MHG Debtors and the Health
Department agree that the Department will be allowed a $3,259,298
general prepetition unsecured claim in exchange for the
Department's withdrawal of the four claims. (Mariner Bankruptcy
News, Issue No. 52; Bankruptcy Creditors' Service, Inc., 215/945-
7000)  


MIRANT CORP: Wants Court Clearance for PEPCO Settlement Pact
------------------------------------------------------------
On December 19, 2000, Southern Company Energy Marketing, LP, a
predecessor of Mirant Americas Energy Marketing LP, entered into
the Transition Power Agreements with Potomac Electric Power
Company, one pertaining to Maryland and the other to the District
of Colombia.  The Maryland TPA expires June 30, 2004; the
District of Columbia TPA on January 22, 2005.  Under the TPAs,
Mirant Americas agreed to supply capacity, energy and ancillary
services to PEPCO at fixed prices.

Judith Elkin, Esq., at Haynes and Boone LLP, in Dallas, Texas,
relates that the TPAs are power marketing agreements by which
Mirant Americas supplies wholesale power to PEPCO.  Mirant
Americas does not own any generating assets but rather is a
wholesale marketing entity that has the ability to provide power
to PEPCO by purchasing power from any supply source of Mirant
Americas' choosing, including purchases from generating assets
owned and operated by certain of its affiliates.

Right after filing for Chapter 11 protection, Mirant Americas
began analyzing the number of executory contracts to be able to
reject the unprofitable ones.  Among those contracts up for
rejection were the TPAs, which are substantially below market.  
With the Debtors' request, PEPCO and the Federal Energy
Regulatory Commission are prohibited by this Court from taking
any action to require or coerce the Debtors to abide by the terms
of the TPAs pending completion of the Debtors' business judgment
analysis, or encouraging any persons or entities to do so.

Ms. Elkin also notes that pursuant to the motions of FERC and
PEPCO, the District Curt recently withdrew the reference with
respect to the adversary proceedings seeking the injunctive
relief.  

Recognizing that there would be value in the TPAs after certain
modifications, Mirant Americas commenced negotiations with PEPCO
over a compromise that would benefit both the Debtors' estates
and PEPCO.  "The goal of the negotiation was to create a
situation where the TPAs would remain in effect, with certain
modifications, and limit PEPCO's claim against the estates
related to the TPAs," Ms. Elkin says.

The parties successful reached a compromise providing that:

A. Mirant Americas will assume the TPAs, as modified, effective
   as of October 1, 2003;

B. PEPCO and Mirant Americas will amend the TPAs to include a
   new pricing structure.  The new pricing structure will
   increase the summer and winter energy rates for Maryland and
   the District of Columbia, by $6.40 per MWh.  Capacity and
   ancillary services will remain at current levels.  The energy
   payment under Section 6.1(b) of the Maryland TPA will be
   $46.40/MWh during a Summer Month, and $28.60/MWh during a
   Winter Month.  The energy payment under Section 6.1(b) of the
   District of Columbia TPA will be $41.90/MWh during a Summer
   Month and $31.70/MWh during a Winter Month;

C. PEPCO will have a $105,000,000 allowed, prepetition general
   unsecured claim or claims, not subject to any offset or
   reduction for any reason, against the estates of each of
   Mirant and Mirant Americas in the bankruptcy proceedings for:

   (a) damages resulting from the amendment of the TPAs, and

   (b) any and all claims with respect to any failure to
       perform, including any failure to pay amounts due, under
       the TPAs on or before the date of the Agreement.

   The claim against Mirant Corporation is in recognition of the
   fact that it is signatory to a guarantee agreement with PEPCO
   under which, inter alia, Mirant guarantees Mirant Americas'
   obligation with respect to the TPAs;

D. PEPCO also reserves the right to assert and file separate
   proofs of claim or otherwise pursue claims for the
   TPA-related damage claims against certain specified other
   Mirant entities or any other person or entity.  However,
   PEPCO agrees that it may not recover on its prepetition,
   unsecured TPA-related damage claims against Mirant, Mirant
   Americas or any of the specified other Mirant entities an
   amount in excess of $105,000,000 total in value.  Mirant,
   Mirant Americas and any other Mirant entity are free to
   object to PEPCO's entitlement to assess TPA-related damage
   claims against entities other than Mirant and Mirant Americas;

E. PEPCO, Mirant and Mirant Americas will each support the
   Agreement in any communications with the FERC, the Public
   Service Commission of Maryland, the Public Service Commission
   of the District of Columbia, the People's Counsel for the
   State of Maryland and the People's Counsel for the District
   of Columbia;

F. The Agreement will become effective on the date that this
   Court enters orders, in substance reasonably satisfactory to
   PEPCO, Mirant and Mirant Americas, approving this Agreement,
   authorizing assumption of the TPAs, as amended, authorizing
   the allowance of the above-described claims against each of
   Mirant and Mirant Americas, and authorizing, in a separate
   order, the "Make Whole" mechanism;

G. Because the Agreement becomes effective on this Court's
   approval orders, the Debtors' estates will gain the benefit
   of the increased cash flow associated with the amended TPAs
   prior to the resolution of appeals, if any, of the approval
   orders.  While securing increased cash flow at the earliest
   possible moment is a significant priority for the estates,
   PEPCO reasonably desired a "Make Whole" mechanism against
   Mirant and Mirant Americas in the event the Court's approval
   of the Agreement is reversed or materially modified on appeal
   by a final, binding order.  Thus, PEPCO, Mirant and Mirant
   Americas agreed to attempt to restore the parties to the
   positions in which they stood as of the date the Agreement
   was executed.  Thus, in the event of an appellate reversal or
   substantial modification:

   (1) the settlement agreement will terminate and is rendered
       void;

   (2) PEPCO will receive an allowed claim against Mirant and
       Mirant Americas with administrative priority status, for
       the difference between the total amount PEPCO has paid
       under the amended TPAs and the amount it would have paid
       under the original TPAs, which claim will not be subject
       to objection, offset or reduction for any reason; and

   (3) Mirant Americas will have the ability to pursue rejection
       of the original TPAs, and if the rejection is approved
       and Mirant Americas is permitted to cease performance
       under the TPAs, the parties agree that the effective date
       of the rejection will be October 31, 2003;

H. PEPCO also reserves its right to terminate the Agreement, if
   on or before November 7, 2003, PEPCO gives Mirant written
   notice that it believes, in its sole discretion, that the
   Public Service Commission of Maryland or the Public Service
   Commission of the District of Columbia opposes PEPCO
   consummating the transactions contemplated by this Agreement
   and the Amendments; and

I. The parties executed cross-releases in respect of claims
   arising from the TPAs and the amendments.

Accordingly, in an expedited motion, the Debtors seek the Court's
authority to enter into the proposed Settlement Agreement with
PEPCO pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure and the assumption of the TPAs under Section 365 of the
Bankruptcy Code.

Ms. Elkin contends that the settlement agreement is fair and
reasonable because:

   (a) if the Debtors will not enter into the Settlement
       Agreement with PEPCO and moved to reject the TPAs,
       several factors would come into play:

       -- PEPCO would likely assert a $200,000,000 plus
          rejection damage claim, as well as assert various
          jurisdictional arguments regarding whether rejection
          is permissible in light of the purported jurisdiction
          of FERC over the TPAs; and

       -- assuming the TPAs and continuing to do business with
          PEPCO avoids the risks associated with marketing an
          extremely high level of capacity in the marketplace;

   (b) the Debtors will avoid the risk of an all or nothing
       judgment with respect to the FERC jurisdictional issue;

   (c) Mirant Americas will continue doing business with a key
       customer; and

   (d) the Debtors will avoid the collateral damage to
       relationships with key stakeholders, including the
       regulators, elected officials and consumers, that would
       be associated with the rejection of the TPAs.

Moreover, Ms. Elkin asserts, the TPAs' assumption is warranted
under Section 365 since it not only avoid costly litigation with
a key customer but the Debtors will also be required to market
the excess capacity that rejecting the TPAs would have created.
(Mirant Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MMCA: Fitch Takes Rating Actions on Certain Loan Securitizations
----------------------------------------------------------------
Fitch Ratings downgrades four subordinate classes of the MMCA
2002-1 and MMCA 2002-2 Auto Owner Trust transactions.
Additionally, Fitch lowers the ratings of four classes of MMCA
2002-3 Auto Owner Trust and removes all classes from Rating Watch
Negative.

These actions reflect Fitch's ongoing concern over the weak
collateral performance in each of the transactions. Specifically,
the transactions have incurred higher than expected cumulative net
losses to date. The delinquency and annualized net loss rates
remain high despite improvements at MMCA to offset these problems
which has included the addition of subservicer SST to handle the
majority of subprime credits.

A portion of the increase can be attributed to overall weakness in
the economy along with depressed used car auction values. But
Fitch believes the majority of concern centers on poor performing
balloon loans and deferred payment loans. While the collateral
composition differs for each of the affected transactions, each of
the deals is comprised of a large percentage of both balloon and
payment deferred retail contracts.

Many of the balloon contracts have been originated to low credit
quality or subprime borrowers. These loans are deteriorating at a
much faster than expected rate leading to high delinquencies and
defaults. Balloon loans generally have a lower monthly principal
payment creating slower loan amortization. Therefore, balloon loan
defaults lead to a greater loss severity, thus increasing
cumulative net losses. Additionally, these loans carry residual
risk as a portion of the balloon loan borrowers can return the
vehicle to MMCA upon the conclusion of the amortizing portion of
the loan. Any shortfall in the difference between the balloon
payment due and the realized vehicle value is borne by the trust.
Weakness in used vehicle prices in general and Mitsubishi vehicles
specifically could lead to high balloon payment losses.

Deferred payment loans are typically originated only to higher
quality borrowers but in many cases the grace period is over 300
days. A loan that defaults after the deferred period ends will
inherently have a greater loss severity, since no principal
payments will have been made. The combination of higher than
expected defaults and a weaker auction market have led to higher
losses. Although all of the loans included in each of these
transactions have completed their deferral period, they remain
susceptible to high loss severities upon default. In most cases
the balance of the loan is substantially higher than the value of
the underlying vehicle; therefore recovery values will be limited.

Both the 2002-1 and the 2002-2 transactions have breached their
respective reserve account triggers, which causes a shift in
payment allocation when the reserve account balance falls below
1.0% of the adjusted initial pool balance. Currently all classes
of MMCA 2002-1 and 2002-2 are being paid sequentially with the
most senior class being paid in full prior to principal being
allocated to the subordinate classes.

Fitch had placed MMCA 2002-3 Auto Owner Trust on Ratings Watch
Negative and downgraded 13 classes of MMCA 2001-3, MMCA 2001-4,
MMCA 2002-1, and MMCA 2002-2 on June 17, 2003.

Fitch Ratings has taken the following actions:

     MMCA Auto Owner Trust 2002-1

        -- Class B Notes lowered to 'BB+' from 'BBB'.
        -- Class C Notes lowered to 'B+' from 'BB+'.

     MMCA Auto Owner Trust 2002-2

        -- Class B Notes lowered to 'BB+' from 'BBB-'.
        -- Class C Notes lowered to 'B' from 'BB'.

     MMCA Auto Owner Trust 2002-3

        -- Class A-2 Notes affirmed at 'AAA' and removed from RWN.

        -- Class A-3 Notes lowered to 'AA' from 'AAA' and removed
           from RWN.

        -- Class A-4 Notes lowered to 'AA' from 'AAA' and removed
           from RWN.

        -- Class B Notes lowered to 'A-' from 'A' and removed from
           RWN.

        -- Class C Notes lowered to 'BBB-' from 'BBB' and removed
           from RWN.


MORGAN STANLEY: Fitch Takes Rating Actions on 1997-WF1 Notes  
------------------------------------------------------------
Morgan Stanley Capital, Inc.'s commercial mortgage pass-through
certificates, series 1997-WF1 are upgraded by Fitch Ratings as
follows: $33.5 million class C to 'AAA' from 'AA' and $28 million
class D to 'AA' from 'A-'. In addition, Fitch affirms the $214
million class A-2, $30.8 million class B, and interest-only class
X-1 commercial mortgage pass-through certificates at 'AAA', $33.6
million class F at 'BB', $5.6 million class G at 'BB-', $8.4
million class H at 'B', and $8.4 million class J at 'B-'. Fitch
does not rate the $11.2 million class E, $5.6 million class K, or
the interest only class X-2 certificates.

The rating upgrades reflect the increased credit enhancement due
to paydowns and the defeasance of the largest loan.

Currently, one loan (2.15%) is in special servicing. The loan is
secured by a 422-unit apartment complex in Columbus, OH and is
currently 90 days delinquent. Three loans (4.36%) had a YE 2002
DSCR below 1.0x. One of the loans (0.57%), Comfort Inn located in
Pensacola, FL, has seen an increased DSCR from the prior year, but
its DSCR remains low due to continuing occupancy issues throughout
the year. Fitch is not expecting losses to any loans at this time.

Fitch will continue to monitor this deal as surveillance is
ongoing.


NATIONAL CENTURY: Files 1st Amended Plan & Disclosure Statement
---------------------------------------------------------------
National Century Financial Enterprises, Inc. and its debtor-
subsidiaries presented Judge Calhoun their First Amended Joint
Plan of Liquidation on November 3, 2003.  

David J. Coles, NCFE President, Secretary and Treasurer,
discloses that the Amended Plan of Liquidation includes these
modifications:

A. Treatment of Claims and Interests

   Classes C-2 and C-3 are further subdivided into two types
   while Class C-6 is redefined.

   Class C-2A: NPF VI Noteholder Class A Claims

         Class C-2 Claims are Claims against NPF VI by the NPF
         VI Noteholders arising from the NPF VI Class A Notes.
         On the Effective Date, each holder of an Allowed Claim
         in Class C-2A will receive its Pro Rata share of:

         (a) the NPF VI Initial Restricted SPV Funds
             Distribution; and

         (b) the NPF VI Percentage of the interests in:

             (1) the applicable Liquidation Trusts; and  

             (2) the applicable Litigation Trusts.

         Class C-2A Estimated Amount of Claims: $908,643,120

   Class C-2B: NPF XII Noteholder Class A Claims

         Class C-2B Claims are Claims against NPF VI by the NPF
         VI Class B Noteholders arising from the NPF VI Class B
         Notes.  No property will be distributed to or retained
         by the holders of Allowed Claims in Class C-2B on
         account of the Claims.

         Class C-2B Estimated Amount of Claims: $19,000,000

   Class C-3A: NPF XII Noteholder Class A Claims

         Class C-3A Claims are Claims against NPF XII by the NPF
         XII Class A Noteholders arising from the NPF XII Class A
         Notes.  On the Effective Date, each holder of an Allowed
         Claim in Class C-3A will receive its Pro Rata share of:

         (a) the NPF XII Initial Restricted SPV Funds
             Distribution; and

         (b) the NPF XII Percentage of the interests in:

             (1) the applicable Liquidation Trusts; and

             (2) the applicable Litigation Trusts.

         Class C-3A Estimated Amount of Claims: $1,974,500,000

   Class C-3B: NPF XII Noteholder Class B Claims

         Class C-3B are Claims against NPF XII by the NPF XII
         Class B Noteholders arising from the NPF XII Class B
         Notes.  No property will be distributed to or retained
         by the holders of Allowed Claims in Class C-3B on
         account of the Claims.

         Class C-3B Estimated Amounts of Claims: $73,000,000

   Class C-6 General Unsecured Claims

          Class C-6 is redefined to mean Unsecured Claims  
          against any Debtor that are not otherwise classified
          Class C-5, C-7, C-8, C-9 or C-10.  There is no
          estimated amount of Class C-6 Claims.

B. Proposed Settlements Embodied in the Plan

   (a) Settlement in General

       Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
       Procedure, the Plan constitutes a good faith proposed
       compromise and settlement of certain claims, demands,
       rights and causes of actions that may have been asserted  
       by or against the Debtors and their Estates.  In
       particular, the Plan sets forth a proposed compromise and
       settlement of all Claims asserted against the Debtors and
       would implement the proposed settlement between NPF VI and
       NPF XII.  All other Intercompany Claims will be
       reinstated.

   (b) Retention of Special Litigation Counsel

       The NPF XII Subcommittee filed an application to retain
       the Los Angeles firm of Klee, Tuchin, Bogdanoff & Stern
       LLP as special litigation counsel to conduct discovery
       regarding the Intercompany Claims between NPF VI and NPF
       XII.  The Debtors and the NPF VI Subcommittee both filed
       objections to Klee Tuchin's retention.  The parties
       reached an agreement to allow the NPF XII Subcommittee to
       retain Klee Tuchin for the limited purpose of conducting
       discovery with respect to the Intercompany Settlement to
       purse any litigation arising out of the Settlement Motion.

       Klee Tuchin is conducting discovery on behalf of the NPF
       XII Subcommittee against the Debtors and other interested
       parties regarding the development and justifications for
       the Intercompany Settlement.  Other parties have also
       requested discovery regarding the Intercompany Settlement.  
       The discovery process remains ongoing.

C. Liquidation Analysis

   Mr. Coles relates that the Liquidation Analysis reflects the
   projected outcome of the hypothetical, orderly liquidation of
   the Debtors under Chapter 7 of the Bankruptcy Code.  As
   reflected in the Liquidation Analysis, projected proceeds from
   the orderly liquidation of the Debtors' assets are
   substantially less than the estimated recoveries under the     
   Plan for Allowed Claims in Classes C-2A, C-3A, C6 and C7.

   The cash amount available for distribution to general
   unsecured creditors and equity interest holders in a Chapter 7
   case of the proceeds resulting from the disposition of
   unencumbered assets of the Debtors reduced by the costs of
   liquidation and the Administrative Claims, Priority Claims and
   Priority Tax Claims.  The Debtors have reviewed and analyzed
   liquidation through conversion to cases under Chapter 7, and
   the Liquidation Analysis reflects the Debtors' estimates of       
   recoveries in a post-conversion Chapter 7 case for each
   Debtor.  The Liquidation Analysis assumes that, in a Chapter 7
   liquidation, the trustee will seek to liquidate assets
   promptly.  During the process, the Debtors' estates will
   continue to need to use cash collateral to operate the
   businesses while winding down the affairs of the estates.  The
   Liquidation Analysis assumes consensual use of cash collateral
   to permit the Chapter 7 trustee to liquidate assets and claims
   over 90 days after conversion.  Cash collateral also would be
   utilized to prosecute or defend against significant
   litigation, like the NPF XII-NPF VI inter-estate dispute.  
   Under the facts and circumstances of these cases, the Debtors
   maintain that the assumptions made are reasonable.

   The Debtors make no representations of the accuracy of the
   estimates and projections or a Chapter 7 trustee's ability to
   meet the estimates and projects.  Unanticipated results,
   positive or negative, may occur.  Nevertheless, the
   Liquidation Analysis represents the Debtors' current and best
   estimates of the financial results from the conversion of the
   Bankruptcy Cases to cases under Chapter 7 and the associated
   liquidation of assets.

           National Century Financial Enterprises, Inc.
                     Liquidation Analysis

   ASSETS
      Cash-operating                                       -
      Cash-restricted                                      -
      Accounts Receivables                                 -
      Notes Receivables                             $250,000
      Lease Receivables                                    -
      Miscellaneous Receivables                      300,000
      Intercompany Receivables - Prepetition         368,874
      Intercompany Receivables - Postpetition      5,336,319
      Income Tax Receivable                                -
      Property and Equipment                         175,000
      Other Assets                                   375,000
      Investment/Subsidiaries                              -
      Bankruptcy & Other Litigation Recoveries       500,000
                                            ----------------
      TOTAL ASSETS AVAILABLE FOR DISTRIBUTION     $7,305,193

   SECURED CLAIMS
      Secured Notes                                        -
      Bank Debt                                            -
      Other Secured Liabilities                            -
                                             ---------------
      TOTAL SECURED LIABILITIES                            -

      ASSETS AVAILABLE AFTER SECURED DISTRIBUTION $7,305,193

   LIQUIDATION EXPENSES
      Chapter 7 Expenses                             219,156
      Intercompany Payable - Postpetition          7,086,037
      Administrative Claims                                -
      Priority Tax Claims                                  -
      Priority Non-Tax Claims                              -
                                             ---------------
      TOTAL LIQUIDATION EXPENSES                  $7,305,193

      PROCEEDS AVAILABLE FOR UNSECURED                     -

   UNSECURED CLAIMS
      General Unsecured Claims                    30,411,499
      Intercompany Claims                         93,129,000
      Indenture Trustee Noteholder Claims      2,638,880,247
                                             ---------------
      TOTAL UNSECURED CLAIMS                  $2,762,420,747

   % RECOVERY                                            0.0
                                             ===============

A free copy of National Century's First Amended Plan is available
for free at:

    http://bankrupt.com/misc/natlcent_1stamendedplan.pdf   

A free copy of National Century's First Amended Disclosure
Statement is available for free at:

    http://bankrupt.com/misc/natlcent_1stamendeddisclosurestatement.pdf   

A free copy of National Century's Liquidation Analysis is
available for free at:

    http://bankrupt.com/misc/natlcent_liquidationanalysis.pdf  
(National Century Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


OPTIONS TALENT GROUP: Voluntary Chapter 7 Case Summary
------------------------------------------------------
Lead Debtor: Options Talent Group
             50 West Liberty St.
             Suite 880
             Reno, Nevada 89501
             Fka Sector Communications, Inc.
             Fka Aurtex, Inc.

Bankruptcy Case No.: 03-53706

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Options Sports Group                       03-53707
        Options Talent, Inc.                       03-53708

Type of Business: The Debtor is a model scouting company.

Chapter 11 Petition Date: October 31, 2003

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtors' Counsel: John A. White, Jr., Esq.
                  White Law Chartered
                  335 W First Street
                  Reno, NV 89503
                  Tel: 775-322-8000

                               Estimated Assets: Estimated Debts:
                               ----------------- ----------------
Options Talent Group           $0 to $50K        $0 to $50K
Options Sports Group           $50K to $100K     $0 to $50K         
Options Talent, Inc.           $100K to $500K    $100K to $500K


OWENS CORNING: Commercial Panel Will Intervene Avoidance Actions
----------------------------------------------------------------
Owens Corning and its debtor-affiliates Debtors:

   (1) consent to the intervention of the Official Committee of
       Unsecured Creditors in the National Settlement Program
       Lawsuits and in any subsequent filed lawsuit against other
       defendants based on similar allegations;

   (2) agree to assume responsibility for extending tolling
       agreements with all potential NSP defendants, or, in the
       alternative, to file new NSP lawsuits against any
       potential defendants who refuse or decline to extend the
       governing tolling agreements;

   (3) object to the proposed premature termination of the stay
       of the NSP Lawsuits;

   (4) object to the Commercial Committee's proposed amendment of
       the Complaints in the NSP Lawsuits; and

   (5) object to the Commercial Committee's filing any new NSP
       lawsuits at this time.

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, informs the Court that in anticipation of the
expiration of the two-year period for bringing adversary actions,
Debtors' representatives conducted an examination of possible
actions and, on July 31, 2002, met with representatives of the
Creditor Constituencies to discuss and decide what adversary
actions should be brought and by whom.

Among the actions proposed by the Creditor Constituencies was an
action proposed by the Commercial Committee alleging that
settlement payments made by Debtors to various asbestos tort
claimants and their counsel pursuant to Owens Corning's National
Settlement Program constituted fraudulent transfers and
preferences.  The Commercial Committee alleged that the Debtors
overpaid for these settlements, and that the overpayment was the
result of a conspiracy between certain of Owens Corning's
officers and directors and certain law firms representing
asbestos tort claimants.  According to the Commercial Committee,
these officers and directors, knowing of the Debtors' insolvency
and that the asbestos tort claimants would ultimately gain
control of the Debtors through a future reorganization, caused
the overpayment of settlements to curry favor with the asbestos
tort claimants and their lawyers.

The Commercial Committee alleged that the NSP payments were
transfers, made when the Debtors were insolvent, were not for
reasonably equivalent value, or were made with the actual intent
to hinder, delay, and defraud Debtors' other creditors.  Thus,
the payments constituted avoidable fraudulent transfers under
state and federal law.  The Commercial Committee also alleged
that certain of the NSP payments were avoidable as preferences
under Section 547 of the Bankruptcy Code.

The Debtors believed that these allegations are baseless.  On
July 31, 2002, the Debtors informed the Commercial Committee and
the other Creditor Constituencies that they did not intend to
pursue these claims.  The Debtors advised the Commercial
Committee that it could seek leave of the Court to pursue the NSP
claims independently.

Before September 20, 2002, Ms. Stickles says, a creditors'
committee of a bankruptcy estate is generally believed to have
the power to bring adversary actions on behalf of the estate with
bankruptcy court permission.  Two judicial determinations,
however, changed the circumstances regarding the filing of
adversary actions generally, and had a direct impact on the
filing of the Commercial Committee proposed NSP claims.

In Official Committee of Asbestos Personal Injury Claimants v.
Sealed Air Corp. (In re W.R. Grace & Co.), 281 B.R. 852 (Bankr.
D. Del. 2002) (Wolin, U.S.D.J.), Judge Wolin provided guidelines
for determining the insolvency of an entity facing asbestos-
related tort liability.  Given the latency periods inherent in
the continuing development of asbestos-related injuries, the
Sealed Air opinion makes clear that entities like Owens Corning
and its affiliate, Fibreboard Corporation, both of which are
subject to asbestos claims, may have been insolvent far earlier
than previously understood.

The Sealed Air decision had the effect of increasing the number
of transactions to be analyzed as potential fraudulent transfers
because it expanded the period of time during which those debtors
with asbestos liability may have been insolvent.  After the
Sealed Air decision, Ms. Stickles relates that every transaction
made by the Debtors, including those involving the NSP payments,
within the appropriate limitations period, might have to be re-
analyzed to determine whether the transaction was subject to
avoidance under the Bankruptcy Code and applicable state law.

On September 20, 2002, the United States Court of Appeals for the
Third Circuit issued its opinion in Official Committee of
Unsecured Creditors of Cybergenics Corp. v. Chinery, 304 F.3d 316
(3d Cir. 2002).  That Opinion precluded creditors' committees
from obtaining the court's permission to file adversary actions
under Section 544(b), as had previously been the accepted
practice.

In light of the Sealed Air and Cybergenics I decisions and the
demands from the Creditor Constituencies, Ms. Stickles continues,
the Court directed the Debtors to obtain tolling agreements from
certain putative defendants or bring these NSP Lawsuits.  Between
September 30 and October 4, 2002, the Debtors commenced 18
adversary actions, 11 of which are the subject of the Commercial
Committee's motion to intervene.  The Debtors also negotiated and
filed 167 tolling agreements with putative defendants, thus
preserving causes of action against them beyond the otherwise
applicable limitations period.

While the Debtors brought the NSP Lawsuits in good faith to
preserve these claims for the benefit of the estates, the Debtors
believed that the active pursuit of the claims would distract
from the important task of negotiating and filing a
reorganization plan.  The Debtors, therefore, sought a stay of
the NSP Lawsuits.  The Court agreed, and entered and twice
extended the stay, which is currently scheduled to expire in
February 2005.

During the stay of the NSP Lawsuits, Ms. Stickles says that the
Debtors, together with the Asbestos Committee and the Future
Representative, worked assiduously to obtain approval of a
disclosure statement with respect to a Fourth Amended Joint
Reorganization Plan.  The Plan Proponents anticipate tentative
approval of the Disclosure Statement in the very near future.

Ms. Stickles points out that the Proposed Plan makes careful
provision for prosecution of the NSP Lawsuits and other adversary
actions post-confirmation.  Under the Proposed Plan:

   (1) all of the NSP Lawsuits and other adversary actions are
       stayed through plan confirmation and are then to be
       transferred to a Litigation Trust;

   (2) a Litigation Trustee is to be selected by the plan
       proponents and approved by the Court.  The Court thus has
       the ability to supervise the selection of the Litigation
       Trustee to ensure neutrality;

   (3) the Litigation Trustee is given full power to litigate or
       settle the NSP Lawsuits and other adversary actions; and

   (4) after expenses, all funds recovered by the Litigation
       Trustee are distributed to the Creditors.

The Plan also provides a "safety valve" to protect the creditors.  
The Litigation Trustee may be removed for cause and replaced by a
designee of the Court.

                 Debtors Consent to Intervention

The Debtors believe that the Commercial Committee has the right
to intervene and participate in the NSP Lawsuits and in any
subsequently filed NSP Lawsuits pursuant to Section 1109 of the
Bankruptcy Code.

            Debtors Agree to Extend Tolling Agreements

The Commercial Committee indicated that the tolling agreements
are set to expire on the "later of October 5, 2003 or 30 days
after the effective date of a confirmed plan of reorganization."  
This may not be fully correct.  Ms. Stickles relates that 80 of
the 167 tolling agreements expired by October 5, 2003.  The
Debtors have entered into 79 new tolling agreements.  With
respect to those law firms that did not sign new tolling
agreements, Owens Corning, Fibreboard Corporation and Integrex
Ventures LLC filed five complaints with the Court.

             Debtors Oppose Early Termination of Stay

Ms. Stickles contends that the Court, in staying all pending
adversary actions, including the NSP Lawsuits, recognized that
the stay allows the Debtors to move forward in an orderly manner
toward plan confirmation and consummation, without jeopardizing
the causes of action alleged in those cases.  Allowing the
Commercial Committee to terminate the stay prematurely could
substantially disrupt the confirmation process.  Ms. Stickles
asserts that because the Debtors' Plan already provides for the
timely and unbiased resolution of the claims sought to be
asserted by the Commercial Committee, there is no reasonable
basis to give the Commercial Committee this disruption.  Under
the Plan, the issues in the NSP Lawsuits will be dealt with as
part of the confirmation process, thus eliminating the need for
duplicative litigation on the issues outside confirmation.  The
Plan calls for an asbestos valuation as part of confirmation.  
That valuation will almost certainly fully address the Commercial
Committee's claim that the Debtors were insolvent when the NSP
payments were made.  Similarly, the asbestos valuation will
address the appropriateness of resolving claims to presently
unimpaired claimants.

             Debtors Object to the Proposed Amendment
                   of the Existing Complaints

Ms. Stickles points out that the Commercial Committee cited no
authority that gives it the right -- not merely to intervene as a
"party-in-interest" in an existing Adversary Action -- but to
amend the Complaint already filed by the Debtors to assert
different claims.  Nothing in Federal Rules of Civil Procedure or
the Federal Rules of Bankruptcy Procedure permits an intervenor
to amend a pleading filed by the original plaintiff to make
allegations or to assert claims more to its liking.

Ms. Stickles also notes that the Commercial Committee's proposed
amended Complaint is unnecessary.  The NSP Lawsuits filed by the
Debtors are sufficient to protect the claims identified by the
Commercial Committee.  After confirmation, should the Litigation
Trustee, in the exercise of professional judgment, decide to
amend the NSP Lawsuits as the Commercial Committee proposed, the
Litigation Trustee will be free to do so.  All claims regarding
the NSP payments will "relate-back," and will not be time-barred.

          Debtors Object to Filing Any New NSP Lawsuits

Similarly, Ms. Stickles argues that filing new NSP Lawsuits
against defendants that agreed to tolling agreements is
unwarranted.  For the Commercial Committee to file its owns
Complaints would be redundant, usurps the Debtors' power to
control the litigation, and is unnecessary.

                          *     *     *

Judge Fitzgerald permits the Commercial Committee to intervene in
the Avoidance Actions.  However, the Commercial Committee is
barred from filing amended or other complaints in the Actions.  
Nothing in the Order affects the stay presently in effect with
respect to the Actions.

Judge Fitzgerald also allows the Debtors to obtain, and file with
the Court, new agreements tolling the applicable statutes of
limitations for avoidance actions from the parties from whom the
Debtors obtained tolling agreement pursuant to the Court's
June 24, 2002 Order or commence actions against the parties.  The
Debtors will promptly file any new tolling agreement obtained
form Tolling Parties.  To the extent the Debtors do not comply
with the Order on obtaining new tolling agreement, the Commercial
Committee is granted authority to commence Avoidance Actions
against the Tolling Parties.

In all other respects, Judge Fitzgerald denies the Committee's
request with prejudice. (Owens Corning Bankruptcy News, Issue No.
61; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


PENN TRAFFIC: Asks Court to Approve Sale of 11 Stores to Kroger
---------------------------------------------------------------
The Penn Traffic Company is seeking permission from the U.S.
Bankruptcy Court for the Southern District of New York in White
Plains to sell 11 of its Big Bear supermarkets in central Ohio to
Kroger Co. for $20 million exclusive of the inventory in the
stores.

At an auction currently set for December 3, other companies will
be allowed to outbid Kroger for some or all of this package of 11
stores and to bid on other Big Bear assets, including stores,
store leases and Big Bear's three Columbus-based warehouses. Penn
Traffic also is seeking Court permission to hire an affiliate of
Kimco Realty Corp. to assist the Company in marketing and selling
its Big Bear store leases, as appropriate.

"We are considering a number of strategies, including the sale or
closing of the entire Big Bear division," said Steven G. Panagos,
Penn Traffic's Interim Chief Executive Officer. "For this reason,
we have sent out WARN notices to employees of all Big Bear
facilities covered by WARN regulations advising them of the
possibility of a closing. These WARN notices have been sent out in
the event these facilities were to be closed.

"It will be business as usual at Big Bear until we sell or close
any store," said Mr. Panagos. "We intend to keep our Big Bear
stores stocked and staffed and maintain the highest level of
customer service. We will showcase these stores and their hard-
working employees to the companies that are thinking about buying
them."

Penn Traffic entered chapter 11 reorganization on May 30; since
then it has closed one supermarket and announced the closing by
the end of the year of another 41 supermarkets. More information
about Penn Traffic's reorganization case is available at the
following phone numbers: Employees: 877-807-7097 (toll-free);
Customers: 800-724-0205 (toll-free); Vendors and Suppliers: 315-
461-2341.

The Penn Traffic Company operates 211 supermarkets in Ohio, West
Virginia, Pennsylvania, upstate New York, Vermont and New
Hampshire under the Big Bear, Big Bear Plus, BiLo, P&C and Quality
trade names. Penn Traffic also operates a wholesale food
distribution business serving 75 licensed franchises and 42
independent operators.


PETROLEUM GEO-SERVICES: Shares Begin Trading on OTC Pink Sheets
---------------------------------------------------------------
Petroleum Geo-Services ASA (OSE: PGS; OTC: PGEOY) has been
informed that its new American Depositary Shares, representing one
new PGS ordinary share, will begin trading regular way on the
Over-The-Counter Pink Sheets on Tuesday, November 11, 2003, under
the symbol "PGEOY", CUSIP number 716599105.

The Company's new ADSs have been trading on the OTC Pink Sheets on
a "when issued" basis under the ticker symbol "PGEYV", since
November 6, 2003.

Pink Sheets is the leading provider of pricing and financial
information for the OTC securities markets and is a source of
competitive market maker quotations, historical prices and
corporate information about OTC issues and issuers.  For more
information on the Pink Sheets, visit http://www.pinksheets.com

PGS' Ordinary Shares are trading on the Oslo Stock Exchange under
the ticker symbol "PGS".

Petroleum Geo-Services is a technologically focused oilfield
service company principally involved in geophysical and floating
production services. PGS provides a broad range of seismic- and
reservoir services, including acquisition, processing,
interpretation, and field evaluation. PGS owns and operates four
floating production, storage and offloading units. PGS operates on
a worldwide basis with headquarters in Oslo, Norway. For more
information on Petroleum Geo-Services visit http://www.pgs.com

As reported in Troubled Company Reporter's November 7, 2003
edition, Petroleum Geo-Services ASA announced the substantial
consummation of, and the occurrence of the "Effective Date" under,
the Company's Modified First Amended Plan of Reorganization, dated
October 21, 2003.

As a result, the Company, which filed for Chapter 11 protection on
July 29, 2003, emerged from Chapter 11.


PG&E NATIONAL: USGen Turns to Lazard Freres for Financial Advice
----------------------------------------------------------------
USGen New England, Inc. wants to employ Lazard Freres & Co. LLC
as financial advisor and investment banker.

USGen believes that Lazard Freres is well suited to provide
financial advisory and investment banking services.  Lazard
Freres is a financial advisory and investment banking firm
focused on providing financial and investment banking advice and
transaction execution on behalf of its clients.  Lazard Freres
offers a broad range of corporate advisory services, including
services pertaining to:

   -- general financial advice,
   -- domestic and cross-border mergers and acquisitions,
   -- divestitures,
   -- privatization,
   -- special committee assignments,
   -- takeover defenses,
   -- corporate restructurings, and
   -- strategic partnerships/joint ventures.

Lazard Freres also maintains a presence in capital markets and
has a significant asset management business.  Lazard Freres is a
registered broker-dealer and an investment adviser with the
United States Securities and Exchange Commission and also is a
member of the New York, American and Chicago Stock Exchanges, the
National Association of Securities Dealers and the SIPC.

Lazard Freres and its senior professionals also have an excellent
reputation for providing high quality financial advisory and
investment banking services to debtors and creditors in
bankruptcy reorganizations and other debt restructures.  Lazard
Freres professionals have been employed as financial advisors and
investment bankers in a number of troubled company situations,
including the Chapter 11 cases of Armstrong Worldwide Industries,
Conseco, Fruit of the Loom, Kaiser Aluminum Corporation, National
Steel, Owens Corning, Safety-Kleen, Vlasic Foods International,
Wireless One, and WorldCom, among others.  Since 1990, Lazard
Freres have been involved in over 200 restructurings representing
over $300,000,000,000 in restructured debt.

More importantly, Lazard Freres has extensive knowledge of
USGen's financial and business operations.  Before the Petition
Date, USGen and the NEG Debtors engaged Lazard Freres to provide
advice in connection with attempts to complete a strategic
restructuring, reorganization and recapitalization, and to
prepare for the commencement of this bankruptcy case.

In its capacity as financial advisor and investment banker to
USGen before the Petition Date, Lazard Freres developed knowledge
of USGen's financial and business operations and worked with
USGen on numerous matters, including:

   * advising and meeting with management, the Board of
     Directors and its committees with respect to various
     financial matters;

   * assisting USGen and its consultants and counsel in
     evaluating its business, assets and operations; and

   * assisting USGen in communicating with the holders of the
     its various bank and bond issues with respect to various
     matters.

At this point of USGen's Chapter 11 case, Lazard Freres will be:

   (a) reviewing and analyzing the USGen's business, operations
       and financial projections;

   (b) evaluating USGen's potential debt capacity in light of its
       projected cash flows;

   (c) assisting in the determination of a capital structure for
       USGen;

   (d) determining a range of values for USGen on a going concern
       basis or for particular assets;

   (e) advising USGen on tactics and strategies for negotiating
       with the holders of the existing obligations;

   (f) rendering financial advice to USGen and participating in
       meetings or negotiations with the Stakeholders and
       rating agencies or other appropriate parties in connection
       with any restructuring, modification or refinancing of
       USGen's existing obligations;

   (g) advising USGen on the timing, nature, and terms of new
       securities, other consideration or other inducements to be
       offered pursuant to the Restructuring;

   (h) assisting USGen in preparing documentation within Lazard
       Freres' area of expertise that is required in connection
       with the Restructuring of the existing obligations;

   (i) assisting USGen in identifying and evaluating candidates
       for a potential sale transaction, advising USGen in
       connection with negotiations and aiding in the
       consummation of a sale transaction;

   (j) advising and attending meetings of USGen's Board of
       Directors and its committees;

   (k) providing testimony, as necessary, with respect to matters
       which Lazard Freres has been engaged to advise USGen on in
       any proceeding before a bankruptcy court; and

   (l) providing USGen with other appropriate general
       restructuring and investment banking advice.

USGen will pay Lazard Freres:

   (1) a $75,000 monthly fee, payable on the 15th day of November
       2003 and each month thereafter until the earlier of the
       completion of USGen's restructuring or the termination of
       Lazard Freres' engagement.  For the period from July 15,
       2003 through November 14, 2003, the Monthly Fee payable
       will be $75,000.  If during any month during the four-
       month period, the NEG Debtors paid Lazard a fee in excess
       of $125,000, then the excess amount up to $75,000 per
       month may be credited to Lazard Freres to pay USGen's
       Monthly Fee.  USGen and the NEG Debtors will reconcile
       payments to Lazard Freres such that the monthly payments
       for the four-month period by USGen will equal $75,000 per
       month and the monthly payments by the NEG Debtors will
       equal $125,000 per month.  Any fee paid with respect to
       the first six months -- fees payable on July 15, 2003
       through and including December 15, 2003 after taking into
       account the  reconciliation contemplated by the USGen and
       the NEG Debtors -- will be credited against any fees
       subsequently payable by USGen;

   (2) a $1,500,000 fee upon the consummation of a restructuring;

   (3) if, whether in connection with the consummation of a
       Restructuring Transaction or otherwise, USGen consummates
       a sale transaction incorporating all or a majority of its
       assets or equity securities, Lazard Freres will be paid a
       Sale Transaction Fee equal to the greater of:

       -- the fee equal to the applicable percentage of Aggregate
          Consideration, calculated as:

            (i) all shares deemed transferred where a Sale
                Transaction is effected by the transfer of
                shares, constituting more than 50% of the then
                outstanding voting power of the outstanding
                equity securities of or equity interest in USGen;
                and

           (ii) the value of securities that are freely tradable
                in an established public market will be
                determined on a basis of the average closing
                price in the market for 10 trading days before
                the closing of the Sale Transaction.  The value
                of the securities or other property on the
                valuation date and any restricted stock received
                will 85% of the public market price of that
                stock; and

       -- the Restructuring Fee.

       If the buyer in a Sale Transaction is USGen's parent, PG&E
       Corporation, the fee will be equal to the Restructuring
       Fee; and

   (4) if, whether in connection with the consummation of the
       Restructuring Transaction or otherwise, USGen consummates
       any other Sale Transaction, USGen will pay Lazard Freres a
       Sales Transaction Fee for each transaction equal to the
       applicable percentage of the Aggregate Consideration paid
       in such transaction.  One-half of the fees to be paid will
       be credited against fees subsequently payable as
       Restructuring Fee or Sale Transaction Fee for a sale
       incorporating all assets or equity securities;

More than one fee may be payable pursuant to the Restructuring
and Transaction Fees.  In addition to any fees that may be
payable to Lazard Freres and, regardless of whether any
transaction occurs, USGen will reimburse Lazard Freres for all
its reasonable out-of pocket expenses.  USGen will also indemnify
Lazard on a joint and several basis.

Either USGen or Lazard Freres may terminate the engagement at any
time.  However, if USGen will initiate the termination, USGen
will remain obligated to pay certain fees and expenses and
indemnify Lazard Freres.

According to John Lucian, Esq., at Blank Rome LLP, in Baltimore,
Maryland, USGen is seeking to employ Lazard Freres at the request
of the Official Committee of USGen Unsecured Creditors.  The work
that Lazard Freres performed at the request of National Energy &
Gas Transmission, Inc. has benefited USGen.  Therefore, USGen and
the Creditors Committee believe that it is appropriate to
allocate a portion of the monthly fees payable in the NEG Chapter
11 case to USGen.  Furthermore, Lazard's working to generate
interest in a purchaser for USGen's assets.  

Mr. Lucian notes that the terms of engagement and indemnification
between USGen and Lazard Freres are virtually identical to the
NEG Debtors' agreement with Lazard Freres.  The only differences
are that the monthly fee and the restructuring fee are in amounts
that allocate between USGen and the NEG Debtors the costs of
Lazard Freres' services.

J. Blake O'Dowd, a managing director of Lazard Freres, assures
the Court that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.  USGen
believes that Lazard Freres' engagement by the NEG Debtors do not
impair its disinterestedness as USGen and the NEG Debtors share
the goal and economic incentive of maximizing the value of
USGen's assets, business and estate. (PG&E National Bankruptcy
News, Issue No. 9; Bankruptcy Creditors' Service, Inc., 215/945-
7000)    


PHOENIX: Fitch Affirms 3 Class Ratings at Low-B/Default Levels
--------------------------------------------------------------
Fitch Ratings has taken the following rating actions on Phoenix
CDO II, Ltd:

The following class of Phoenix CDO II, Ltd. has been affirmed:

    -- $277,889,610 class A floating-rate notes 'AAA'.

The following class of Phoenix CDO II, Ltd. has been downgraded:

    -- $39,000,000 class B floating-rate notes to 'BBB' from 'AA';

The following classes of Phoenix CDO II, Ltd. have been affirmed
and removed from Rating Watch Negative:

    -- $20,591,419 class C-1 floating-rate notes 'B';
    -- $11,307,351 class C-2 fixed-rate notes 'B';
    -- $8,000,000 class D fixed-rate notes 'CCC'.

Phoenix CDO II, Ltd., a collateralized debt obligation managed by
Phoenix Investment Counsel Inc., is supported by a diversified
portfolio of asset-backed securities, residential mortgage-backed
securities and commercial mortgage-backed securities.

The portfolio contains a significant exposure, approximately 11%,
to manufactured housing securities. Since July 2003, the
transaction has been in technical default due to the fact that the
aggregate principal balance of the collateral debt securities fell
below the aggregate balance of rated notes. The governing
documents provide several rights and remedies under the event of
default. These include, but are not limited to, acceleration of
maturity and liquidation.

The downgrade rating action is based on the deterioration of the
credit fundamentals of the portfolio to the point where the risk
is no longer consistent with the current ratings. The portfolio
contains a number of securities whereby default is probable,
including 6.3% that are rated 'CCC' or below by Fitch. The
securities rated 'CCC' or lower by Fitch include securities with
exposure to franchise loans and aircraft receivables.

According to the Sept. 30, 2003 trustee report, Phoenix CDO II is
currently failing its class B and class C over-collateralization
tests along with its class C interest coverage test. Furthermore,
in March 2003 the class C-1 and class C-2 notes began to
capitalize unpaid interest payments or pay-in-kind. The
transaction is also currently failing its Fitch weighted-average
rating factor test, with an actual WARF of 24 ('BBB-'/'BB+')
versus a trigger of 20 ('BBB'/BBB-'). In the past twelve months,
the WARF has increased from 15 ('BBB'/'BBB-') to 24 ('BBB-
'/'BB+'). Approximately 30% of the assets are currently rated
below investment grade.

Fitch has reviewed the credit quality of the individual assets
comprising the portfolio and has conducted cash flow modeling
using various default timing and interest rate scenarios. Through
its analysis Fitch determined that the cash flows under the 'AA'
stress scenarios will not be sufficient to meet the timely payment
of interest to the class B noteholders, which is the reason for
the current rating action. In addition to deteriorated credit
fundamentals the current notional balance of the interest rate
hedge does not reflect the current mismatch between fixed rate
assets and floating rate liabilities. This mismatch heightens
interest rate sensitivity.

Fitch will continue to monitor Phoenix CDO II.


PILLOWTEX CORP: Court Okays Hahn & Hessen as Committee's Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of the Pillowtex
Debtors obtained permission from the Court to retain Hahn & Hessen
LLP as its counsel.  

As the Committee's counsel, Hahn & Hessen will:

   (a) render legal advice to the Committee with respect to
       its duties and powers in these cases;

   (b) assist the Committee in its investigation of the acts,
       conduct, assets, liabilities and financial condition of
       the Debtors, the operation of the Debtors' businesses, the
       desirability of continuing the business and any other
       matters relevant to these proceedings or to the Debtors'
       business affairs;

   (c) advise the Committee to any proposed plan of
       reorganization and the Debtors' prosecution of claims
       against third parties, and any other matters relevant to
       the proceeding or to the formulation of a plan of
       reorganization;

   (d) assist the Committee in requesting the appointment of a
       trustee or examiner pursuant to Section 1104 of the
       Bankruptcy Code, if necessary and appropriate; and

   (e) perform other legal services, which may be required by,  
       and which are in the best interests of the unsecured
       creditors, which the Committee represents.

According to Mark S. Indelicato, a member of Hahn & Hessen, the
firm's customary hourly rates for the services are:

   Partners                   $410 - 555
   Associates                  185 - 350
   Special Counsel/Counsel     360 - 410
   Paralegals                  125 - 155
(Pillowtex Bankruptcy News, Issue No. 54; Bankruptcy Creditors'
Service, Inc., 215/945-7000)    


PRUDENTIAL MORTGAGE: Fitch Junks Rating on 2001-C1 Class N Notes
----------------------------------------------------------------
Fitch Ratings downgrades Prudential Mortgage Capital Funding's
ROCK commercial mortgage pass-through certificates, series 2001-C1
$4.5 million class N to 'CCC' from 'B-'.

In addition, Fitch affirms the following classes:

        -- $147.9 million class A-1 'AAA';
        -- $536.1 million class A-2 'AAA';
        -- Interest-only classes X-1 and class X-2 'AAA';
        -- $27.2 million class B 'AA';
        -- $38.6 million class C 'A';
        -- $9.1 million class D 'A-';
        -- $11.4 million class E 'BBB+';
        -- $15.9 million class F 'BBB';
        -- $13.6 million class G 'BBB-';
        -- $13.6 million class H 'BB+';
        -- $22.7 million class J 'BB';
        -- $6.8 million class K 'BB-';
        -- $4.5 million class L 'B+';
        -- $9.1 million class M 'B'.

Fitch does not rate the $7.6 million class O certificates.

The downgrade is primarily due to the anticipated losses on the
specially serviced loans, which will cause a reduction in credit
enhancement levels.

As of the October 2003 distribution date, the transaction's
aggregate principal balance has decreased 4.4%, to $869.7 million
from $908.2 million at closing. Four loans (2.5%) are in special
servicing, including a 60-day delinquent loan (0.6%). Losses are
expected on two of the specially serviced loans.

The largest specially serviced loan, Emerald Cove Apartments
(1.4%), is secured by a multifamily property located in Charlotte,
NC and the borrower is requesting payoff options. The next largest
specially serviced loan, 6399 San Ignacio Avenue (0.6%), is
secured by an office property in San Jose, CA. The property's
single tenant terminated its lease and vacated the building.

Prudential Asset Resources, the master servicer, collected year-
end 2002 financials for 99% of the pool balance. Based on the
information provided the resulting YE 2002 weighted average debt
service coverage ratio is stable at 1.83 times, compared to 1.83x
as of YE 2001 and 1.66x at issuance for the same loans.

Fitch reviewed its credit assessment of the RREEF America II
Portfolio loan (10%). The $91,000,000 A note is included in the
transaction and the $64,385,000 B note is held outside the trust.
The loan is secured by a diverse portfolio of industrial, retail,
office and multifamily properties located in Delaware, Texas,
California, Florida, Georgia and Arizona. There are approximately
3.7 million square feet of commercial space and 176 multifamily
units. The Fitch stressed DSCR for the loan is calculated using
servicer provided net operating income less reserves divided by
Fitch stressed debt service payment. The stressed DSCR for YE 2002
was 2.68x compared to 2.71x as of YE 2001 and 2.63x at issuance.
This number is based upon the A note balance only. Given the
stable to improved performance, the loan maintains an investment
grade credit assessment.

Fitch applied various hypothetical stress scenarios taking into
consideration all of the above concerns. Under these stress
scenarios required subordination levels justify the downgrade to
class N. Fitch will continue to monitor this transaction, as
surveillance is ongoing.


RADIO UNICA: Court Fixes General Claims Bar Date on December 11
---------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York, sets 5:00 p.m. on December 11, 2003, as the deadline for
all creditors owed money on account of claims arising prior to
October 31, 2003, by Radio Communications Corp., and its debtor-
affiliates.

Creditors must file written proofs of claim.  All known creditors
were supplied with customized claim forms reflecting how the
Debtors scheduled their claims.  

Claims that are exempted from the Bar Date and need not file their
proofs of claims are those:

     a) claims that has already properly filed a proof of claim
        against the Debtors;

     b) claims not listed on the Schedules as "disputed,"
        "contingent" or "unliquidated";

     c) claims that has been allowed by order of this Court;

     d) claims that has been paid in full by any of the
        Debtors;

     e) claims for which specific deadlines have previously been
        fixed by this Court;

     f) claims against another Debtor or any of the non-debtor
        subsidiaries against any of the Debtors;

     g) allowable claims under Section 503(b) and 507(a) of the
        Bankruptcy Code as an expense of administration; and

     h) claims by a holder of the Debtors' public notes,
        including the 11 3/4% Senior Notes Due 2006.

The Court further schedules the Claims Bar Date for all
governmental units to file their proofs of claim on or before
April 28, 2004, or be forever barred from asserting that claim.

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


RES-CARE: S&P Assigns B+ Rating to $135-Million Credit Facility
---------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B+' senior
secured debt rating to special needs care provider Res-Care Inc.'s
proposed $135 million credit facilities. The facility is rated one
notch above the corporate credit rating, reflecting Standard &
Poor's confidence that the distressed enterprise value would fully
cover creditor claims in the event of a default.

At the same time, Standard & Poor's revised its rating outlook to
stable from negative. In addition, Standard & Poor's affirmed its
low speculative-grade 'B' corporate credit rating on Louisville,
Kentucky. based Res-Care. Total debt is expected to be about $187
million.

"The outlook change reflects the company's commitment to refinance
its credit facility and purchase, with cash on-hand, all of the
$87 million 6% subordinated convertible notes due in December 2004
around the end of 2003," said Standard & Poor's credit analyst
Jesse Juliano. "The transactions will improve the company's
financial flexibility and bring its financial profile in line with
the ratings, given its business risk," Mr. Juliano added. The new
credit facility and the early retirement of the convertible
subordinated notes are subject to conditions that Res-Care expects
to satisfy.

The low speculative-grade ratings on Res-Care reflect the fact
that, despite the successful expansion and improved efficiency of
its core operations, as well as its top standing in its unique
market (providing support services to individuals with special
needs), the company faces rate pressures stemming from
overburdened government budgets. Together with rising insurance
expenses and sustained high debt levels, Res-Care still faces
formidable challenges.

Standard & Poor's expects that it is management's intention to
continue to reduce its outstanding debt after the proposed
transaction in order to create the financial flexibility necessary
to weather near-term business challenges.


RESIDENTIAL ACCREDIT: Fitch Takes Rating Actions on Six Issues
--------------------------------------------------------------
Fitch Ratings has upgraded 15 classes and affirmed 21 classes for
the following Residential Accredit Loan mortgage-pass through
certificates:

Residential Accredit Loans, Inc. Mortgage Asset Backed Pass-
Through Certificates, Series 1996-QS3

        -- Class A affirmed at 'AAA';
        -- Class M-1 affirmed at 'AAA';
        -- Class M-2 affirmed at 'AAA';
        -- Class M-3 upgraded to 'AA+' from 'AA';
        -- Class B-1 upgraded to 'A+' from 'BBB';
        -- Class B-2 upgraded to 'BB' from 'B+'.

Residential Accredit Loans, Inc. Mortgage Asset Backed Pass-
Through Certificates, Series 1996-QS8

        -- Class A affirmed at 'AAA';
        -- Class M-1 affirmed at 'AAA';
        -- Class M-2 affirmed at 'AAA';
        -- Class M-3 affirmed at 'AAA';
        -- Class B-1 affirmed at 'A';
        -- Class B-2 affirmed at 'BBB'.

Residential Accredit Loans, Inc. Mortgage Asset Backed Pass-
Through Certificates, Series 1998-QS12

        -- Class A affirmed at 'AAA';
        -- Class M-1 affirmed at 'AAA';
        -- Class M-2 upgraded to 'AAA' from 'AA+';
        -- Class M-3 upgraded to 'AAA' from 'A+';
        -- Class B-1 upgraded to 'BBB' from 'BB';
        -- Class B-2 affirmed at 'B'.

Residential Accredit Loans, Inc. Mortgage Asset Backed Pass-
Through Certificates, Series 1998-QS13

        -- Class A affirmed at 'AAA';
        -- Class M-1 affirmed at 'AAA';
        -- Class M-2 upgraded to 'AAA' from 'AA+';
        -- Class M-3 upgraded to 'AAA' from 'A+';
        -- Class B-1 upgraded to 'A+' from 'BBB+';
        -- Class B-2 affirmed at 'BB'.

Residential Accredit Loans, Inc. Mortgage Asset Backed Pass-
Through Certificates, Series 1998-QS14

        -- Class A affirmed at 'AAA';
        -- Class M-1 affirmed at 'AAA';
        -- Class M-2 upgraded to 'AAA' from 'AA+';
        -- Class M-3 upgraded to 'AA+' from 'A+';
        -- Class B-1 upgraded to 'BBB+' from 'BB';
        -- Class B-2 affirmed at 'B'.

Residential Accredit Loans, Inc. Mortgage Asset Backed Pass-
Through Certificates, Series 1998-QS16

        -- Class A affirmed at 'AAA';
        -- Class M-1 affirmed at 'AAA';
        -- Class M-2 upgraded to 'AAA' from 'AA+';
        -- Class M-3 upgraded to 'AAA' from 'A+';
        -- Class B-1 upgraded to 'A+' from 'BBB';
        -- Class B-2 affirmed at 'BB'.

These rating actions are being taken as a result of low
delinquencies and losses, as well as increased credit support.


ROBOTIC VISION: Shareholders Approve Planned Reverse Stock Split
----------------------------------------------------------------
Robotic Vision Systems, Inc. (ROBV.PK, ROBV.OB) said shareholders
had authorized a reverse stock split within a range of one-for-
three to one-for-seven.  The company also said that Nasdaq has set
a December 5, 2003 deadline for submission of materials relating
to RVSI's appeal to the Nasdaq Listing and Hearings Review Council
for re-listing of the company's stock on the Nasdaq SmallCap
market.

RVSI's shares were delisted by Nasdaq as of October 28 owning to a
failure to file amended quarterly reports with the Securities and
Exchange Commission. Those amended quarterly reports were filed on
October 31 and RVSI appealed the decision of the Nasdaq Listing
Qualifications Panel on November 3.  With the filing of the
amended 10Q's, RVSI's shares became eligible to trade on the OTC
Bulletin Board, and the company has been advised that one or more
market markers have filed necessary paperwork with the National
Association of Securities Dealers to effect that move.

At a meeting Tuesday of RVSI's Board of Directors, the company
deferred any decision on whether to implement a reverse split
until it has clarification of the company's Nasdaq listing status.

"The Nasdaq Listing Qualifications Panel originally set a deadline
of November 17, 2003 for compliance with the marketplace minimum
bid requirement, and the authorization for a reverse split clearly
gives us the ability to meet that rule within the time parameter
set down by the Panel," said Pat V. Costa, Chairman and CEO of
RVSI.  "We are prepared to effect that reverse split if it is
deemed to be the sole impediment to our being re-listed.
Otherwise, we will hold the reverse split authorization in reserve
until such time as its use is appropriate."

Authorization of the reverse split required an affirmative vote of
at least 51% of RVSI's 73.6 million outstanding shares.  By the
time of the meeting, 61.3 million shares had been cast with 57.0
million, or 77.4% of RVSI's outstanding shares, voting in favor of
the reverse split.

Robotic Vision Systems, Inc. (NasdaqSC: ROBVE) -- whose June 30,
2003 balance sheet shows a total shareholders' equity deficit of
about $13 million -- has the most comprehensive line of machine
vision systems available today. Headquartered in Nashua, New
Hampshire, with offices worldwide, RVSI is the world leader in
vision-based semiconductor inspection and Data Matrix-based unit-
level traceability. Using leading-edge technology, RVSI joins
vision-enabled process equipment, high- performance optics,
lighting, and advanced hardware and software to assure product
quality, identify and track parts, control manufacturing
processes, and ultimately enhance profits for companies worldwide.
Serving the semiconductor, electronics, aerospace, automotive,
pharmaceutical and packaging industries, RVSI holds approximately
100 patents in a broad range of technologies. For more information
visit http://www.rvsi.com


SOUTHWALL: Enters Bank Guarantee & Equity Financing with Needham
----------------------------------------------------------------
Southwall Technologies Inc. (Nasdaq:SWTX), a global developer,
manufacturer and marketer of thin-film coatings for the automotive
glass, electronic display and architectural markets, announced
that on November 11, 2003, it entered into a letter agreement with
Needham & Company, Inc., for a proposed bank guarantee and equity
financing package with Needham or its affiliates of up to $5
million.

"As we noted in our news release on third-quarter results, we
recognize the urgent need to reduce our spending and raise
additional cash," said Thomas G. Hood, Southwall's president and
chief executive officer. "We believe that our proposed financing
with Needham, in conjunction with internal actions designed to
reduce our expenses, will address our cash requirements and offer
the most appropriate financing alternative currently available."

If all of the transactions contemplated by the letter agreement
between Southwall and Needham were consummated, Southwall would
receive guarantees with respect to an additional $2,000,000 of
borrowing under its factoring agreement with Pacific Business
Funding and $3,000,000 in cash, in exchange for warrants to
purchase an aggregate number of shares of Southwall common stock
equal to approximately 19% of the total shares outstanding before
such issuance and 3,000,000 shares of a newly issued convertible
preferred stock. This preferred stock would be convertible into a
number of shares of Southwall common stock equal to approximately
24% of the total shares outstanding before such issuance. If
Needham were to exercise all such warrants and convert all such
shares of preferred stock, while maintaining its current position
of approximately 1,481,000 shares of common stock, then it would
own approximately 6,864,000 shares of Southwall common stock, or
about 38% of the total shares outstanding.

Under the letter agreement, Needham would issue the guarantees of
the Company's bank line in two separate pieces of $1.5 million and
$500,000 and would purchase the equity in two separate tranches of
$1.0 million and $2.0 million following the issuance of the
guarantees. The issuance of each guarantee and the purchase of
each equity tranche would be subject to the satisfaction, in
Needham's reasonable discretion, of certain conditions, including,
among other things, the receipt of concessions from creditors and
landlords, the achieving of cash flow break-even at quarterly
revenue levels below third quarter 2003 levels and the naming of a
new chairman of the board.

The company has nominated George Boyadjieff for this role.
Boyadjieff is the chairman emeritus and recently retired chief
executive officer of Varco International, Inc. (NYSE:VRC), a
diversified oil service company with over $1.4 billion in annual
revenues. In addition, Needham would receive board observer
rights.

Southwall and Needham have agreed to negotiate in good faith
definitive agreements with respect to the proposed guarantees and
equity financing. There is no assurance, however, that the parties
will enter into definitive agreements (which will include
representations, warranties, covenants, and closing conditions
customary for transactions of this type) or that even if the
parties do reach definitive agreements that the transactions
contemplated by such agreements would be consummated fully or
partially. Moreover, the extension of guaranties will require that
Pacific Business Funding, the Company and Needham enter into
agreements and, similarly, there is no assurance that the parties
will be able to reach such agreements on commercially reasonable
terms, if at all. If the parties have not entered into definitive
agreements by November 30, 2003, the letter agreement will
terminate and Needham will have no obligation to extend the
guarantees or purchase the shares of preferred stock, as described
above.

In connection with the execution of the letter agreement,
Southwall issued to Needham a warrant to purchase 1,254,235 shares
of common stock, approximately 10% of the total shares currently
outstanding. The warrant, exercisable at $0.01 per share, will
expire on the earlier of five years from its issuance or the
execution of the definitive agreements. The number of shares
issuable upon exercise of the warrant will increase in an amount
equal to 10% of any securities issued in connection with a
financing or capital raising, other than with Needham, occurring
before the end of Southwall's first fiscal quarter of 2004.
Southwall granted certain registration rights to Needham with
respect to the shares issuable upon exercise of the warrant.

For a complete description of the letter agreement and the warrant
issued to Needham, please refer to the Southwall's Form 8-K to be
filed Wednesday, November 12, 2003, with the Securities and
Exchange Commission, which includes as exhibits copies of the
letter agreement and the warrant. The descriptions in this release
of those documents are qualified in their entirety by reference to
the actual documents.

Southwall Technologies Inc. designs and produces thin-film
coatings that selectively absorb, reflect or transmit light.
Southwall products are used in a number of automotive, electronic
display and architectural glass products to enhance optical and
thermal performance characteristics, improve user comfort and
reduce energy costs. Southwall is an ISO 9001:2000-certified
manufacturer and exports advanced thin-film coatings to over 25
countries around the world. Southwall's customers include Audi,
BMW, DaimlerChrysler, Hewlett-Packard, Mitsubishi Electric, Mitsui
Chemicals, Peugeot-Citroen, Pilkington, Renault, Saint-Gobain
SEKURIT, and Volvo.

Needham & Company, Inc., a leading U.S. investment banking,
securities and asset management firm focused primarily on serving
emerging growth industries and their investors. Further
information is available at http://www.needhamco.com  

                         *     *     *

           Liquidity and Going Concern Uncertainty

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

Liquidity:

"Our cash and cash equivalents increased by $0.4 million from $2.0
million at December 31, 2002, to $2.4 million at June 29, 2003.
Cash provided by operating activities for the first six months of
2003 increased by $1.7 million, from $0.07 million provided during
the first six months of 2002, to $1.8 million provided during the
first six months of 2003. The increase in cash provided by
operating activities was primarily the result of a decrease in
accounts receivable and inventory, and partially offset by a
reduction in accounts payable and accrued liabilities. The cash
used in investing activities decreased by $0.3 million, from $2.6
million during the first six months of 2002, to $2.4 million
during the first six months of 2003. The decrease in cash used in
investing activities was primarily the result of lower capital
expenditures and a reduction in restricted cash. Cash generated
from financing activities decreased by $0.5 million, from $1.6
million during the first six months of 2002, to $1.1 million
during the first six months of 2003. The decrease was primarily
attributable to significantly less cash received through the
exercise of employee stock options, partially offset by additional
borrowings from our lines of credit during the first six months of
2003.

"We entered into an agreement with the Saxony government in May
1999 under which we receive investment grants. Since 1999 through
June 29, 2003, we had received $6.4 million cumulatively of the
grants and accounted for these grants by applying the proceeds
received to reduce the cost of our fixed assets of our Dresden
manufacturing facility. If we fail to meet certain requirements in
connection with these grants, the Saxony government has the right
to demand repayment of the grants (see Note 6 - Government Grants
and Investment Allowances, in the notes to condensed consolidated
financial statements included herewith). Since 1999 through June
29, 2003, we had also received $5.7 million in investment
allowances, which are reimbursements for capital expenditures,
from the Saxony government and those proceeds were also applied to
reduce the cost of our fixed assets of our Dresden manufacturing
facility. We expect to receive approximately $1.0 million in
investment allowances in the second half of 2003, based on
investments made during 2002. The funds received have been applied
to reduce the cost of our fixed assets of our Dresden
manufacturing facility. Additionally, we have received $0.5
million of Saxony government grants that as of June 29, 2003 were
recorded as an advance until we earn the grant through future
expenditures. The total annual amount of investment grants and
investment allowances that we are entitled to seek varies from
year to year based upon the amount of our capital expenditures
that meet certain requirements of the Saxony government.
Generally, we are not eligible to seek total investment grants and
allowances for any year in excess of 33% of our eligible capital
expenditures for that year. We expect to continue to finance a
portion of our capital expenditures in Dresden with additional
grants from the Saxony government and additional loans from German
banks, some of which may be guaranteed by the Saxony government.
However, we cannot guarantee that we will be eligible for or will
receive additional grants in the future from the Saxony
government. Under the terms of our grant agreement with the Saxony
government, we are required to meet investment and hiring targets
by June 30, 2006. If we fail to meet those targets, the Saxony
government is permitted to require us to repay all grants and
investment allowances previously received by us from the Saxony
government.

Borrowing arrangements:

"On May 16, 2003, the Company entered into a $10.0 million
receivable financing line of credit agreements with a financial
institution that expires on May 16, 2004, subject to automatic
one- year renewals unless terminated at any time by either party.
The line of credit bears an annual interest rate of 7% above the
financial institution's Base Rate (which was 4% at June 29, 2003),
and is calculated based on the average daily accounts receivable
against which the Company has borrowed. Half of the $10.0 million
line of credit is represented by a $5.0 million credit line,
guaranteed by the United States Export-Import Bank. Availability
under the EXIM line is limited to 90% of eligible foreign
receivables acceptable to the lender. The remaining $5.0 million
portion of the $10.0 million credit line is supported by domestic
receivables. Availability under the domestic line of credit is
limited to 70% of eligible domestic receivable acceptable to the
lender. The financial institution reserves the right to lower the
70% and 90% of eligible receivable standards for borrowings under
the credit agreements. In connection with the line of credit, the
Company granted to the bank a lien upon and security interest in,
and right of set off with respect to all of the Company's right,
title and interest in all personal property and other assets, but
not certain of the Company Dresden assets and properties. The
borrowing arrangements require the Company to maintain minimum net
tangible net worth of $33.0 million, current ratio of at least
0.70, and revenues equal to or greater than 80% of revenues
projected. As part of the agreements, the Company incurred and
paid a one-time commitment fee of $0.1 million in the second
quarter of 2003, which will be amortized over the life of the
agreements. As of June 29, 2003, the Company had approximately
$3.0 million of borrowings outstanding and $1.8 million of
availability under the line of credit. The Company was in
compliance with all financial covenants as of June 29, 2003.

"At December 31, 2001 and 2002, we were not in compliance with
certain of the covenants of the guarantee by Teijin of the
Japanese bank loan. Teijin and the Japanese bank waived the
defaults under Teijin's guarantee of the loan that may exist for
any measurement period through and including September 30, 2003
arising out of our failure to comply with the minimum quick ratio,
tangible net worth and maximum debt/tangible net worth covenants.
The waiver was conditioned on our agreement to prepay $2.5 million
of the debt out of the proceeds of our follow-on public offering,
which prepayment of $2.5 million along with a scheduled principal
payment of $1.25 million was made on November 6, 2002. On May 6,
2003, we made a scheduled payment of $1.25 million. Under the
terms of the loan agreement, the remaining balance of $1.25
million outstanding under this loan at June 29, 2003 is due on
November 6, 2003. Accordingly, we have classified it as current.

"Our borrowing arrangements with various German banks as of June
29, 2003 are described in Note 5 - Term Debt in the condensed
consolidated financial statements. We are in compliance with all
of the covenants of the German bank loans, and we have classified
$9.5 million outstanding under the German bank loans as a long-
term liability at June 29, 2003.

"We are in default under a master sale-leaseback agreement with
respect to two of our production machines. We have withheld lease
payments in connection with a dispute with the leasing company. An
agent purporting to act on behalf of the leasing company has
recently filed suit against us to recover the unpaid lease
payments and the alleged residual value of the machines, totaling
$6.5 million in the aggregate. The leasing company holds a
security interest in the production machines and may be able to
repossess them. As a result, we have classified all $3.3 million
outstanding under those agreements as short-term capital lease
liabilities as of June 29, 2003.

Capital expenditures:

"We anticipate spending approximately $4.0 million in capital
expenditures in 2003, approximately $1.2 million of which will
consist of progress payments for a production machine (PM 10) in
Dresden, approximately $1.5 million of which will be used to
install a new enterprise resource planning system, and
approximately $1.3 million of which will be used to maintain and
upgrade our production facilities in Palo Alto and Tempe. For the
first six months of 2003, we incurred $2.2  million in capital
expenditures, compared to $3.2 million in capital expenditures for
the same period in 2002.

Financing needs:

"We have prepared our consolidated financial statements assuming
we will continue as a going concern and meet our obligations as
they become due. We incurred a net loss in the first six months of
2003, and expect to incur net losses through the remainder of
2003. These factors together with our working capital position and
our significant debt service and other contractual obligations at
June 29, 2003 raise substantial doubt about our ability to
continue as a going concern. We will continue to look for
additional financing to fund our operations. However, we cannot
provide any assurance that alternative sources of financing will
be available at all or on terms acceptable to us. If we are unable
to obtain additional financing sources, we may be unable to
satisfactorily meet all our cash commitments required to fully
implement our business plans.

"In December 2002, we restructured our operations to reduce our
cost structure by reducing our work force in Palo Alto and
vacating excess facilities after consolidating our operations in
Palo Alto. These actions are expected to help improve our
operating results in 2003 but will continue to impact our
operating cash flows until our lease commitments for the excess
facilities expire in December 2004."


SPEIZMAN INDUSTRIES: First-Quarter 2004 Net Loss Widens to $730K
----------------------------------------------------------------
Speizman Industries, Inc. (Nasdaq: SPZNC) reported a net loss for
its first quarter ended September 27, 2003 of $730,000 or $0.22
per basic and diluted share, compared to a net loss of $127,000,
or $0.04 per basic and diluted share for the quarter ended
September 28, 2002.

Revenues decreased by 43% to $9.7 million for the first quarter
fiscal 2004 from $16.8 million in the first quarter fiscal 2003.
Revenues for the textile division decreased to $5.4 million for
first quarter fiscal 2004 from $8.5 million in the first quarter
fiscal 2003. The decrease in revenue was due primarily to a 39%
decrease in the sales of sock finishing equipment. Revenues for
the laundry division decreased to $4.3 million from $8.3 million
for the same period last year. The decline in revenue reflects
that no large projects were installed in the first quarter of
fiscal 2004, resulting in a 55% reduction in sales of new
machines.

First quarter gross profit decreased to $1.3 million in fiscal
2004 from $2.6 million in first quarter fiscal 2003. As a percent
of revenues, gross margins decreased to 13.6% from 15.5% for the
respective quarters in 2004 and 2003.  Gross margins decreased in
the textile division from 18.1% in 2003 to 12.2% in 2004.  The
decrease was due to a reduction in sales of higher margin textile
equipment along with an increase of $60,000 for inventory
reserves. Gross margins for the quarters increased in the laundry
division from 12.9% in 2003 to 15.5% in 2004. The increase was due
to higher margin machine sales and improved margins for parts and
service sales. The first quarter of fiscal 2004 did not include
any large machinery sales projects.  Larger projects have lower
gross margins due to the increased competition for those projects.

Selling expenses decreased 26.6% to $741,000 (7.7% of sales) in
first quarter 2004 from $1.0 million (6.0% of sales) in the same
period last year. The decrease in selling expenses for the quarter
reflects lower commissions due to lower sales and lower travel
expenses compared to prior year period. The increase as a
percentage of sales reflects the fixed nature of certain selling
expenses.

General and administrative expenses decreased 20.5% to $1.1
million (11.3% of sales) in first quarter 2004 from $1.4 million
(8.2% of sales) in the same period last year.  The reduction
reflects management's continued emphasis on cost control,
primarily in payroll, professional services, travel and insurance.  
The increase as a percentage of sales reflects the reduction in
revenues and the fixed nature of certain general and  
administrative expenses.

Interest expense increased $36,000 in the first quarter of fiscal
2004 compared to first quarter of fiscal 2003 due to increased
average borrowings on the Company's revolving credit line and an
increase in the interest rate charged on the revolving line of
credit.

Robert S. Speizman, President and Chief Executive Officer,
commented, "We are naturally disappointed with the reduction in
revenues in both the textile and laundry divisions and we expect
weak sales to continue into the second quarter of this year.  
Although we have seen some indications of an increase in activity,
sales of sock knitting machinery (primarily closed toe machines)
remain slow as domestic manufacturers continue to have concerns
about the impact of foreign made goods on the U.S. market.  Sales
of large projects in our laundry division have also declined,
reflecting the continued sluggishness of the hospitality industry.

"Although our equipment backlog of firm commitments was $3.2
million at the end of the first quarter compared to $10.2 million
at the end of our first quarter last year, it has increased to
$7.7 million in the past month."

Speizman Industries is a leader in the sale and distribution of
specialized industrial machinery, parts and equipment.  The
Company acts as distributor in the United States, Canada, and
Mexico for leading Italian manufacturers of textile equipment and
is a leading distributor in the United States of industrial
laundry equipment representing several United States
manufacturers.
    
As reported in Troubled Company Reporter's April 7, 2003 edition,
Speizman Industries, effective March 31, 2003, entered into a
Sixth Amendment and Forbearance Agreement relating to its credit
facility with SouthTrust Bank, extending the maturity date until
December 31, 2003. The credit facility as amended provides a
revolving credit facility up to $10.0 million and an additional
line of credit for issuance of documentary letters of credit up to
$7.5 million. The availability under the combined facility is
limited to a borrowing base as defined by the bank. The Company,
as of March 31, 2003, had borrowings with SouthTrust Bank of $4.8
million under the revolving credit facility and had unused
availability of $2.5 million.


TRITON PCS: Enters into Brand Renewal Agreement with AT&T Corp.
---------------------------------------------------------------
Triton PCS Holdings, Inc. (NYSE: TPC) has renewed its agreement
with AT&T Corp. and AT&T Wireless Services for the continued use
of the AT&T brand name.  This renewal extends the term of the
current agreement by one-year to February 4, 2005.  The agreement
was also amended to include automatic renewals for one-year terms
unless notified by AT&T of its intention to terminate the
agreement.

Triton PCS -- whose September 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $187 million -- based in
Berwyn, Pennsylvania, is an award-winning wireless carrier
providing service in the Southeast. The company markets its
service under the brand SunCom, a member of the AT&T Wireless
Network. Triton PCS is licensed to operate a digital wireless
network in a contiguous area covering 13.6 million people in
Virginia, North Carolina, South Carolina, northern Georgia,
northeastern Tennessee and southeastern Kentucky.

For more information on Triton PCS and its products and services,
visit the company's Web sites at: http://www.tritonpcs.comand  
http://www.suncom.com


UBIQUITEL INC: Red Ink Continued to Flow in Third-Quarter 2003
--------------------------------------------------------------
UbiquiTel Inc. (Nasdaq: UPCS), a PCS Affiliate of Sprint (NYSE:
FON, PCS), reported financial and operating results for the third
quarter ended September 30, 2003, with significant growth in
EBITDA and operating margin.

Highlights for the 3rd Quarter 2003:

     * Earnings before interest, taxes, depreciation and
       amortization grew sequentially by 115% to $11.1 million for
       the quarter.  EBITDA included a one-time positive
       adjustment of $3.2 million resulting from the resolution of
       outstanding charges with Sprint that was negotiated
       as part of the addendum to the Sprint management agreement,
       previously announced on November 10, 2003.  Excluding the
       Sprint resolution, EBITDA increased 52% over the second
       quarter 2003.

     * UbiquiTel generated $1.6 million of free cash flow during
       the third quarter 2003, the second consecutive quarter of
       positive free cash flow.  As of September 30, 2003, cash,
       cash equivalents and restricted cash were approximately
       $61.1 million.

     * ARPU remained strong at $58; 3G data services contributed
       $1.48 to third quarter 2003 ARPU, a 63% improvement from
       the second quarter.

     * As previously announced, net adds for the quarter were
       approximately 13,200 with 90% in prime credit classes.  
       Churn increased from the second quarter 2003 level by 50bps
       to 3.4% due primarily to an increase in voluntary churn
       during the quarter.

"Our focus on growing our customer base on high end rate plans
with PCS Vision(SM) helped drive 30% year over year subscriber
revenue growth, and a continuing high roaming ratio of 1.8 to 1
contributed to strong EBITDA performance in the third quarter,"
said Donald A. Harris, chairman and chief executive officer of
UbiquiTel Inc.  "We expect accelerated momentum in EBITDA and free
cash flow in 2004 from the improved back office expense rates and
more predictable wholesale revenue rates as a result of the recent
addendum to the Sprint management agreement."

Total revenues were $72.8 million in the third quarter 2003, a
sequential increase of 10% from the second quarter 2003, and a 19%
increase over the third quarter 2002.  Revenues were comprised of
$51.6 million of subscriber revenues, $17.7 million of roaming
revenues, and $3.5 million of equipment revenues.  Subscriber
revenues increased 4% sequentially from the second quarter 2003
and 30% from the third quarter 2002.  Roaming revenues increased
by 27% over the second quarter 2003, but declined by 8% from the
third quarter 2002 due to the reduction in the reciprocal travel
rate with Sprint from $0.10 per minute to $0.058 per minute
effective January 1, 2003.

The net loss for the third quarter was $7.0 million or $0.08 per
share compared to a net loss of $8.9 million in the second quarter
or $0.11 per share and a net loss of $30.5 million or $0.38 per
share in the third quarter 2002.  The reported results include a
one-time positive adjustment of $3.2 million or approximately
$0.04 per share for the third quarter 2003.

UbiquiTel received notice during the quarter that the Federal
Deposit Insurance Corporation had been appointed as receiver for
one of the participants in the company's $280 million senior
secured credit facility and had exercised its statutory authority
to repudiate and disaffirm its obligations with respect to the
credit agreement.  This effectively reduced the company's
availability under its revolving credit facility by $2.3 million
to $47.7 million.

UbiquiTel (S&P, CCC Corporate Credit Rating, Developing) is the
exclusive provider of Sprint digital wireless mobility
communications network products and services under the Sprint
brand name to midsize markets in the Western and Midwestern United
States that include a population of approximately 10.0 million
residents and cover portions of California, Nevada, Washington,
Idaho, Wyoming, Utah, Indiana and Kentucky.

Sprint is a global integrated communications provider serving more
than 26 million customers in over 100 countries.  With
approximately 70,000 employees worldwide and nearly $27 billion in
annual revenues, Sprint is widely recognized for developing,
engineering and deploying state-of-the-art network technologies,
including the United States' first nationwide all-digital,
fiber-optic network and an award-winning Tier 1 Internet backbone.  
Sprint provides local communications services in 39 states and the
District of Columbia and operates the largest 100-percent digital,
nationwide PCS wireless network in the United States.  For more
information, visit http://www.sprint.com


UNITED AIRLINES: Promotes Marian Durkin & Kathryn Mikells to VP
---------------------------------------------------------------
UAL Corporation (OTC Bulletin Board: UALAQ), the parent of United
Airlines, announced that Marian Durkin, deputy general counsel, is
being promoted to vice president, deputy general counsel and
assistant corporate secretary, and Kathryn Mikells, director of
corporate planning, is being promoted to vice president of
corporate real estate. Additionally, United announced that Michael
Whitaker, vice president - international and regulatory affairs,
will assume responsibilities for United's worldwide alliances.

"United now has an even stronger executive team in place that
shares the same focus -- running a great airline," said Glenn
Tilton, United chairman, president and chief executive officer.
"Marian, Kathryn and Mike add to our depth of experience in
strategic areas that impact our business and ultimately improve
how we serve our customers."

In her expanded role, Durkin will oversee the day-to-day
administration of United's legal department. Durkin was named
deputy general counsel in June 2003, with responsibility for
corporate finance, aircraft purchasing and sales, securities law,
purchasing, international and employee benefits, among other
responsibilities. Durkin joined United in 1995 as senior counsel
where she provided counsel for the employee stock ownership plan
and all other company-sponsored employee benefit programs. Prior
to joining United, Durkin was with Briggs and Morgan, a
Minneapolis law firm. She received her J.D. degree and LL.M degree
in taxation from the William Mitchell College of Law. She will
report to Paul Lovejoy, senior vice president, general counsel and
corporate secretary.

In her new role, Mikells will have responsibility for planning,
engineering and construction of all of United's domestic and
international airport and off-airport facilities. She assumes
responsibilities for corporate real estate from United Vice
President Amos Kazzaz, who was temporarily overseeing that area
until the position was filled permanently. Kazzaz maintains
responsibilities for financial planning and analysis, and the
company's business transformation initiatives. Mikells plays a
lead role in coordinating United's Chapter 11 case, ensuring that
the company is well positioned to exit bankruptcy in the first
half of 2004.

She joined United in 1994 as a financial analyst and has held a
variety of positions including chief financial officer for Mileage
Plus, director of financial analysis and manager of operating
budgets. Prior to joining United, Mikells spent six years in the
financial services sector, including positions at GE Capital's
Corporate Finance Group, Household International and Canadian
Imperial Bank. She has a master's of business administration from
the University of Chicago and will report to Jake Brace, United's
chief financial officer.

In his expanded role, Whitaker will take on responsibility for all
U.S. and international airline alliance relationships, including
expanding United's network around the globe and deepening
relationships with United's alliance partners. Whitaker also
maintains responsibility for working with U.S. and foreign
governments and regulatory authorities in support of the company's
expanding global route network. Whitaker joined United in 1994 as
senior counsel - international and regulatory affairs. Prior to
that, he served as assistant general counsel - regulatory and
international affairs for Trans World Airlines. He holds a J.D.
degree from Georgetown University Law School. Whitaker will report
to both Rosemary Moore, senior vice president of corporate and
government affairs, and Graham Atkinson, senior vice president -
worldwide sales and alliances.

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


UNITED COMPONENTS: Third-Quarter Results Swing-Down to Red Ink
--------------------------------------------------------------
United Components, Inc., announced revenue of $253.7 million for
the quarter ended September 30, 2003. Revenue increased 7.9
percent over the year-ago quarter. The company reported a net loss
of $7.6 million. For the third quarter of 2002, net income was
$29.0 million.

The company's results in the current quarter reflect one time or
unusual items resulting from the acquisition of the company on
June 20, 2003. Earnings before interest, taxes, depreciation and
amortization, or EBITDA, as adjusted pursuant to the company's
credit agreement for its senior credit facilities, was $34.8
million for the third quarter of 2003, compared with $33.9 million
for the year-ago quarter. The details of these results are shown
later in this release.

For the nine months ended September 30, 2003, revenue was $735.5
million, an increase of 4.2 percent over the prior year period.
Net income was $11.2 million and $80.3 million, respectively, for
the first nine months of 2003 and 2002. EBITDA, as adjusted
pursuant to the company's credit agreement for its senior credit
facilities, was $94.5 million and $99.5 million for the first nine
months of 2003 and 2002, respectively.

The company used cash flow generated from operations since June
20, 2003 to reduce borrowings under its senior credit facilities
by $45 million. This voluntary pre-payment of debt occurred on
November 10, 2003.

United Components (S&P, BB- Corporate Credit Rating, Stable
Outlook) is a leading worldwide manufacturer and distributor of
automotive parts and components, supplying a broad range of
filtration products, fuel and cooling systems, engine management
systems, driveline components and lighting systems to the
aftermarket and specialized original equipment channels. The
company has approximately $900 million in revenues and 6,800
employees. UCI is owned by The Carlyle Group, a global private
equity based in Washington, DC.


WARNACO GROUP: Enters Pact to Sell A.B.S. by Allen Schwartz Unit
----------------------------------------------------------------
The Warnaco Group, Inc. (NASDAQ: WRNC) has entered into an
agreement to sell its A.B.S. by Allen Schwartz unit to Allen
Schwartz and Armand Marciano. Terms of the transaction were not
disclosed. The sale is expected to close in early 2004.

A.B.S. by Allen Schwartz(R), headquartered in Los Angeles,
manufactures and markets women's and contemporary casual
sportswear and dresses and men's sportswear.

Joe Gromek, Warnaco's President and Chief Executive Officer, said,
"During Warnaco's reorganization, A.B.S. was identified as a non-
core asset, and this sale, which is consistent with that
determination, will enable us to focus our ongoing efforts on our
core businesses. We wish Allen and Armand all the bes1t."

The Warnaco Group, Inc., headquartered in New York, is a leading
manufacturer of intimate apparel, menswear, jeanswear, swimwear,
men's and women's sportswear and accessories sold under such owned
and licensed brands as Warner's(R), Olga(R), Lejaby(R), Body Nancy
Ganz(TM), Chaps Ralph Lauren(R), Calvin Klein(R) men's and women's
underwear, men's accessories, men's, women's, junior women's and
children's jeans and women's and juniors swimwear, Speedo(R)
men's, women's and children's swimwear, sportswear and swimwear
accessories, Anne Cole Collection(R), Cole of California(R),
Catalina(R) and Nautica(R) swimwear.


WCI STEEL: Committee Looks to KeyBanc Capital for Fin'l Advice
--------------------------------------------------------------
The duly appointed Official Committee of Unsecured Creditors of
the Chapter 11 cases of WCI Steel, Inc., wants to employ McDonald
Investment, Inc., doing business as KeyBanc Capital Markets, as
its Financial Advisors, nunc pro tunc to October 1, 2003.

The Committee tells the U.S. Bankruptcy Court for the Northern
District of Ohio that it selected KeyBanc Capital because of its
extensive investment banking and financial advisory experience,
including its work in chapter 11 cases.

Consequently, the Committee believes that KeyBanc Capital has the
necessary background and expertise to:

     a. assist the Committee with analyzing the Company's
        operations, inter-company transactions, cash flow
        projections, business strategy, competition in relevant
        markets, and strategic alternatives;

     b. assist the Committee with analyzing the financial
        ramifications of significant transactions for which the
        Company or other parties seek Bankruptcy Court approval,
        including, but not limited to, cash use and post-
        petition financing;

     c. advise the Committee on the value of the Company's
        business and/or components thereof on a going concern
        basis;

     d. assist the Committee in evaluating various possible
        structures, forms, and consideration included in any      
        proposed sale, restructuring or other transactions
        involving the Company or any portion thereof;

     e. assist the Committee in analyzing and evaluating any
        plan of reorganization or liquidation that may be filed
        or proposed to be filed in the Case, and in possibly
        formulating and developing an alternative plan on behalf
        of the Committee;

     f. attend and provide advice at meetings of the Committee;

     g. assist the Committee in communications and negotiations
        with representatives of the Company and other parties in
        connection with proposed significant transactions or
        proposed restructuring efforts; and

     h. render such other investment banking or financial
        advisory services as may be reasonably requested by the
        Committee or its counsel and agreed by KeyBanc Capital.

As compensation for its services as the Committee's financial
advisor, KeyBanc Capital will be paid:

     a) a cash fee of $125,000 per month; and

     b) upon the closing of a sale, reorganization, or other
        restructuring of the Company, a cash fee of $300,000.

Headquartered in Warren, Ohio, WCI Steel, Inc. is an integrated
steelmaker producing more than 185 grades of custom and commodity
flat-rolled steels. The Company filed for chapter 11 protection on
September 16, 2003 (Bankr. N.D. Ohio, Case No. 03-44662).  
Christine M. Pierpont, Esq., and G. Christopher Meyer, Esq., at
Squire, Sanders & Dempsey, L.L.P. represent the Debtors in their
restructuring efforts. As of April 30, 2003, the Debtors listed
$356,286,000 in total assets and $620,610,000 in total debts.


WORLD AIRWAYS: Major 8% Convertible Holders Agree to Exchange
-------------------------------------------------------------
World Airways, Inc. (Nasdaq: WLDA) has entered into agreements
with three institutional holders of its 8% Convertible Senior
Subordinated Debentures Due 2004.

Under the agreements, these investors will acquire $25,545,000
principal amount of the Company's newly issued six-year 8%
Convertible Senior Subordinated Debentures in exchange for
$22,545,000 principal amount of the Company's existing 8%
Convertible Senior Subordinated Debentures Due 2004 and $3,000,000
in cash. Additionally, the Company plans to call the remaining
debentures concurrent with the exchange.

Hollis Harris, chairman and CEO of World Airways, said, "This is a
major step forward in our plans to restructure our debentures and
secure approval for the federal loan guarantee from the Air
Transportation Stabilization Board. This, in parallel with our
strengthening financial performance, represents very positive news
for our Company."

He continued, "Our revenue forecast for this year represents an
increase of about 24% compared to the 2002 level, and we expect
profitability for the second year in a row. Our sales and
marketing efforts have paid off, resulting in a number of new
clients, and we've been successful in growing our revenues with
our current client base. All these activities put World in a
strong position as we prepare for 2004."

The new debentures will be convertible into common stock at a
price of $3.20 per share and will not be callable for one year.
The new debentures may be called by the Company at 100% of
principal amount after one year if the Company's common stock
closes at a price equal to or greater than 200% of the conversion
price for 20 of 30 consecutive trading days and after two years if
the common stock closes for a similar period at a price equal to
or greater than 150% of the conversion price. After three years,
the Company may call the new debentures, at any time, at 100% of
the principal amount regardless of stock price.

The new debentures have not been registered under the Securities
Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements. The Company has agreed to register the new
debentures for resale following the closing of the issuance.

The closing is subject to various conditions including stockholder
approval, concurrent funding of the ATSB guaranteed loan,
termination of the loan facility with Wells Fargo Foothill, Inc.,
and the call for redemption of the remaining outstanding existing
debentures.

The Company received conditional approval from the Air
Transportation Stabilization Board on April 23, 2003 for a federal
loan guarantee of $27.0 million, representing 90% of a new $30
million term loan facility. The loan guarantee application that
the Company filed with the ATSB proposed that the Company would
restructure the existing debentures in a manner satisfactory to
the ATSB. The ATSB approval is subject to a number of conditions,
including the satisfaction of all the terms and conditions
proposed in the Company's application.

The Company's goal is to complete the debenture restructuring,
receive final ATSB approval and close the ATSB guaranteed loan by
the middle of December. Upon the closing of the issuance of the
new debentures and the ATSB guaranteed loan, the Company intends
to call the entire remaining principal amount of existing
debentures. Pursuant to the redemption provisions of the indenture
governing the existing debentures, the redemption price of the
remaining existing debentures will be 101.143% of their principal
amount.

The Company also announced that the special meeting of
stockholders to approve the issuance of the new debentures and the
issuance of warrants to the ATSB in connection with the ATSB
guaranteed loan has been set for December 15, 2003 and the record
date for such meeting is November 12, 2003.

Utilizing a well-maintained fleet of international range, widebody
aircraft, World Airways has an enviable record of safety,
reliability and customer service spanning more than 55 years. The
Company is a U.S. certificated air carrier providing customized
transportation services for major international passenger and
cargo carriers, the United States military and international
leisure tour operators. Recognized for its modern aircraft,
flexibility and ability to provide superior service, World Airways
meets the needs of businesses and governments around the globe.
For more information, visit the Company's Web site at
http://www.worldairways.com  

                     Additional Information:

The Company plans to file with the Securities and Exchange
Commission a definitive proxy statement in connection with a
special meeting of the Company's stockholders to approve the
issuance of the new debentures and the warrants to be granted to
the ATSB in connection with the ATSB guaranteed loan. Investors
are urged to read the definitive proxy statement when it becomes
available because it will contain important information regarding
the Company and the issuance of the new debentures and the ATSB
warrants.

The definitive proxy statement will be sent to the stockholders of
the Company who are stockholders as of the record date. You will
be able to obtain the definitive proxy statement, and any other
relevant documents, free of charge on the website maintained by
the Securities and Exchange Commission at www.sec.gov.

The Company and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from the
stockholders. Information about the directors and executive
officers of the Company and their ownership of the Company's stock
will be set forth in the definitive proxy statement when it
becomes available.

World Airways Inc.'s March 31, 2003 balance sheet shows a working
capital deficit of about $22 million, and a total shareholders'
equity deficit of about $22 million.


* DebtTraders' Real-Time Bond Pricing
-------------------------------------

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Federal-Mogul         7.5%    due 2004  14.5 - 16.5       0.0
Finova Group          7.5%    due 2009  43.5 - 44.5      +0.5
Freeport-McMoran      7.5%    due 2006  102.5 - 103.5     0.0
Global Crossing Hldgs 9.5%    due 2009  4.5 -  5.0       +0.25
Globalstar            11.375% due 2004  3.0 - 3.5        -0.5
Lucent Technologies   6.45%   due 2029  68.25 - 69.25    -0.75
Polaroid Corporation  6.75%   due 2002  11.0 - 12.0       0.0
Westpoint Stevens     7.875%  due 2005  20.0 - 22.0       0.0
Xerox Corporation     8.0%    due 2027  84.0 - 86.0      -1.5

Bond pricing, appearing in each Thursday's edition of the TCR,
is provided by DebtTraders in New York. DebtTraders is a
specialist in global high yield securities, providing clients
unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
information on institutional services, contact Scott Johnson at
1-212-247-5300. To view our research and find out about private
client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at http://www.debttraders.com

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR, is
provided by DebtTraders in New York. DebtTraders is a specialist
in global high yield securities, providing clients unparalleled
services in the identification, assessment, and sourcing of
attractive high yield debt investments. For more information on
institutional services, contact Scott Johnson at 1-212-247-5300.
To view our research and find out about private client accounts,
contact Peter Fitzpatrick at 1-212-247-3800. Real-time pricing
available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Bernadette C. de Roda, Donnabel C. Salcedo, Ronald P.
Villavelez and Peter A. Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***