TCR_Public/031114.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, November 14, 2003, Vol. 7, No. 226   

                          Headlines

ACTERNA CORP: Gets Nod to Assume and Assign 12 Itronix Contracts
AES CORP: Will Make Partial Redemption of 10% Sr. Secured Notes
AIRNET COMMS: Third-Quarter 2003 Net Loss Reaches $20 Million
AKORN INC: Pequot Capital Discloses 40.9% Equity Stake
ALAMOSA HOLDINGS: S&P Says Sub-Par Tender Offer was a Default

AMERICAN AXLE: S&P Upgrades Low-B Corporate Credit Rating
AMERICAN SKIING: Performance Capital Reports 5.88% Equity Stake
AMERICREDIT: Prices $200 Million Convertible Sr. Debt Offering
AMERICREDIT: $200M Convertible Senior Notes Earn S&P's B Rating
AMERIPATH INC: Reports Weaker Third-Quarter 2003 Performance

ANC RENTAL: Wants Nod to Expand Donlin Recano's Engagement Scope
BOOTS & COOTS: Sept. 30 Net Capital Deficit Narrows to $2 Mill.
CAM CBO I LTD: S&P Ratchets Class B Notes Rating Down to CCC+
CENTRAL KENTUCKY COATINGS: Case Summary & 24 Unsecured Creditors
CHESAPEAKE ENERGY: Prices $150-Mil. of 5% Conv. Preferred Shares

CHESAPEAKE ENERGY: Prices $200-Mil. 6.875% Senior Note Offering
CONSECO FINANCE: Reinstates James Woodward et al.'s Claims
CORNERSTONE FAMILY: S&P Hatchets Ratings on Refinancing Concerns
CRESCENT REAL: Enters LOI for Asset Sale and Acquisition Deals
DIGITAL DATA: Losses & Capital Deficit Raise Going Concern Doubt

EMMIS COMMS: FMR Corp., et al., Disclose 10.016% Equity Stake
FALCON AUTO: Fitch Drops 2 Note Ratings to Low-B & Junk Levels
FEDERAL-MOGUL: Provides Overview of Amended Reorganization Plan
FIBERMARK INC: September 30 Balance Sheet Upside-Down by $75MM
FLEXIPAK SALES: Voluntary Chapter 11 Case Summary

GENERAL NUTRITION: S&P Assigns Low-B Corp. Credit & Debt Ratings
GENESIS HEALTH: Highland Acquires 100K Shares of Common Stock
GENTEK INC: Has Until Dec. 29 to Make Lease-Related Decisions
HARNISCHFEGER: Beloit Balks at Paul Forrest's $20MM Admin Claim
HARRAH'S ENTERTAINMENT: Promotes 3 Senior Management Executives

H.C. CO: Wants Extension through Dec. 22 to File Schedules
IMAX CORP: Commences Tender Offer for 7-7/8% Senior Notes
IMMTECH INT'L: Will Hold Annual Shareholders' Meeting in January
INT'L FUEL: Auditors Doubt Co.'s Ability to Continue Operations
IT GROUP: Plan-Filing Exclusivity Intact through January 8, 2004

J.A. JONES: Six-Member Official Creditors' Committee Appointed
JACK IN THE BOX: Reports Slight Improvement in 4th-Quarter Results
KAISER ALUMINUM: Court Disallows Claims Totaling $163 Million
KASPER: Committees Reach Comprehensive Agreement on Distribution
KASPER: Jones Apparel Ups Purchase Price for Kasper's Assets

KASPER A.S.L.: Third-Quarter 2003 Results Reflect Strong Growth
LA QUINTA: Completes $150 Million Credit Facility Transaction
LEAP WIRELESS: Directors and Officers Want D&O Policy Enforced
LIBERTY MEDIA: Completes Acquisition of Liberty Satellite
LODGENET ENTERTAINMENT: S. Petersen Reports 12.7% Equity Stake

METROPOLITAN HEALTH: Ability to Continue Operations Uncertain
MIRANT CORP: Resolves Power Contract Issues with Unitil Corp.
MIRANT: Asks Court to Compel ISO's to Turnover Estate Property
NAT'L BENEVELONT: Fitch Maintains B- Rating & Negative Watch
NAT'L CENTURY: Wants Approval for Intercompany Claims Settlement

NATIONSLINK: S&P Raises & Affirms Ratings on Series 1999-2 Notes
NATIONSRENT: Court Approves Stipulation re Kroll's $1.75MM Fee
NOMURA ASSET: Fitch Affirms BB Rating on Class B-1 Certificates
NUEVO ENERGY: Q3 2003 Operating Results Show Marked Improvement
PACIFICARE HEALTH: Confirms Improved Outlook for 2003 Results

PACIFICARE HEALTH: S&P Ratchets Low-B Ratings One Notch Higher
PACIFICARE HEALTH: S&P Ups Ratings Citing Strong Earnings
PANGEO PHARMA: Canadian Court Sanctions Plan of Arrangement
PETROLEUM GEO: S&P Withdraws D Ratings after Ch. 11 Emergence
PG&E CORP: Third-Quarter 2003 Results Show Marked Improvement

PG&E NAT'L: USGen Also Turns to Lazard Freres for Fin'l Advice
PHARMACEUTICAL FORMULATIONS: Sept. Net Capital Deficit Hits $18M
PHILIP SERVICES: Plan Confirmation Hearing Set for Nov. 24
PINNACLE FOODS: S&P Rates Senior Secured Credit Facility at BB-
PREMCOR: PRG Senior Notes & Senior Sub. Notes Offering Completed

RADIO ONE: Shows Strong Growth in Q3 2003 EPS and Free Cash Flow
REPTRON ELECTRONICS: Sept. 30 Balance Sheet Upside-Down by $20MM
SEA CONTAINERS: Slashes Debt by $250 Million in Third Quarter
SHAW COMMS: 7.5% Senior Unsec. Note Offering Increased to $350MM
SHAW COMMS: S&P Assigns BB+ Rating to C$250 Million Senior Notes

SI TECHNOLOGIES: Annual Shareholders' Meeting Slated for Dec. 11
SMTC CORP: Third-Quarter Teleconference Date Moved to Monday
SONTRA MEDICAL: Accountants Express Going Concern Uncertainty
SPIEGEL GROUP: Exclusivity Extension Hearing to Convene Tuesday
SYNBIOTICS: Cash Resources Insufficient to Continue Operations

TECH DATA: Will Publish Third-Quarter Results on November 25
TIAA REAL ESTATE: Fitch Affirms Ratings on Various 2002-1 Notes
UAL CORP: Inks MOU with Mesa Air for United Express Routes
UNITEDGLOBALCOM: Amends Exch. Offer Terms for UGC Europe Shares
UNITEDGLOBALCOM: UGC Europe Special Panel Back Offer Revisions

VOLUME SERVICES AMERICA: S&P Revises Watch Implications to Neg.
WARNACO GROUP: Third-Quarter EBITDA Plunges 50% to $12 Million
WESTPOINT STEVENS: Caterpillar Demands Prompt Decision on Lease
WEYERHAEUSER: Will Close Longview, Wash., Fine Paper Operations
WHX CORP: Posts Third-Quarter Net Loss of $142M on Sales of $83M

WORLDCOM INC: Intends to Sell Investment Stake in Embrapar
WORLDSPAN L.P.: Reports Deteriorating Third-Quarter Performance

* BOOK REVIEW: Landmarks in Medicine - Laity Lectures
               of the New York Academy of Medicine

                          *********

ACTERNA CORP: Gets Nod to Assume and Assign 12 Itronix Contracts
----------------------------------------------------------------
The Acterna Debtors obtained the Court's authority to assume and
assign the Assumed Itronix Purchased Contracts to Rugged Computing
effective on the earlier of:

   * the Itronix Sale closing; and

   * the effective date of the Debtors' Plan.

To recall, On September 18, 2003, the Court approved the sale of
the Itronix Business to Golden Gate and authorized the Debtors to
assume and assign the Purchased Contracts to Rugged Computing,
Inc.  Rugged Computing is the entity that Golden Gate created to
effectuate the transaction.

Before the Court entered the Itronix Sale Order, the Debtors
filed a notice of their intent to assume and assign certain
executory contacts and unexpired leases.  After the approval of
the Itronix Sale, the Debtors and Rugged Computing discovered the
existence of additional executory contracts that should have been
included in the Notice.  These contracts are primarily service
agreements between Itronix and its customers, and are unrelated
to the Debtors' remaining core business:

Counterparty             Title Agreement        Inclusive Dates
------------             ---------------        ---------------
Commonwealth Edison      Service Agreement      03/31/2000 to
Company                                         03/30/2005

General Services         GSA Schedule Contract  09/24/2001 to
Administration, Federal                         09/24/2004
Supply Service

Telos Corporation        Business Partner       05/01/2003 to
                         Agreement              04/30/2004

Missouri Gas Energy      Master Service         04/01/2002 to
                         Agreement              01/31/2004

Continental Graphics     Business Partner       10/01/2002 to
Corporation              Agreement              11/01/2003

MIAD Systems Ltd.        Business Partner       07/01/2002 to
                         Agreement              07/01/2004

Microvision Technology   Business Partner       03/19/2002 to
Corporation              Agreement              03/19/2004

Optron PTY               Business Partner       05/01/2003 to
                         Agreement              04/30/2004

M.T.N. Systems, Ltd.     Business Partner       05/01/2003 to
                         Agreement              04/30/2004

Acterna LLC              Patent License         02/13/2003 to
                         Agreement              05/13/2005

Acterna LLC              Patent Assignment      02/13/2003 to
                                                05/13/2005

MDSI Software SRL        Reseller Product       10/19/1998 to
                         Purchase and License   10/19/2004
                         Agreement
(Acterna Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AES CORP: Will Make Partial Redemption of 10% Sr. Secured Notes
---------------------------------------------------------------
The AES Corporation (NYSE:AES) has called for redemption
$19,389,000 aggregate principal amount of its outstanding 10%
Senior Secured Notes due 2005.

The notes will be redeemed on a pro rata basis on December 12,
2003 at a redemption price equal to 100% of the principal amount
thereof to be redeemed plus accrued and unpaid interest to the
redemption date. The redemption is being made out of "excess asset
sale proceeds" as defined in the indenture, and reflects the
portion of asset sale proceeds allocable to the notes from asset
sales that have closed in the fourth quarter of 2003 to date.

AES -- whose senior unsecured debt is rated at 'B' by Fitch -- is
a leading global power company comprised of contract generation,
competitive supply, large utilities and growth distribution
businesses.

The company's generating assets include interests in 118
facilities totaling over 45 gigawatts of capacity, in 28
countries. AES's electricity distribution network sells 89,614
gigawatt hours per year to over 11 million end-use customers.

For more general information visit http://www.aes.com


AIRNET COMMS: Third-Quarter 2003 Net Loss Reaches $20 Million
-------------------------------------------------------------
AirNet Communications Corporation (Nasdaq:ANCC) reported financial
results for its third quarter ended September 30, 2003.

                         Financial Results

The Company reported net revenue of $4.5 million in the third
quarter, compared to $7.3 million in the third quarter of 2002.
The Loss from Operations was $3.2 million which included $1.2
million of non-cash stock option charges that resulted from the
funding transaction compared to a loss of $2.8 million including
$0.1 million of non-cash stock option charges in the third quarter
of 2002. The Q2, 2003 loss from operations of $2.5 million, which
included $0.003 million of non-cash stock options charges, was the
lowest loss from operations since going public. Gross margins for
the third quarter were $1.4 million or 31% compared to year ago
gross margins of $1.8 million or 25%. The Q3, 2003 Net Loss
Attributable to Common Stock was $20.2 million or $0.56 per share
vs. $3.8 million or $0.16 per share in Q3, 2002. The Q3, 2003 loss
included non-cash charges totaling $18.1 million with an EPS
impact of $0.50 per share. The components of that charge include:
$9.0 million associated with the conversion feature of the debt;
$7.9 million associated with the Series "B" Preferred conversion
inducement; and $1.2 million of stock option compensation expense.

Cash Used in Operating Activities for the third quarter was $3.6
million, compared to a use of cash of $4.0 million in the third
quarter of 2002. Financing activity for the quarter generated
$2.2M of cash primarily from the $16M Senior Debt Financing
completed in August 2003.

Per share amounts for the third quarter of 2003 results were based
on 36.1 million weighted average shares and excludes shares
issuable upon the conversion of the Senior Secured Convertible
Debt and shares underlying outstanding options because the effect
of including those shares would be anti-dilutive.

     Management's Discussion of Financial Results and Outlook

Net revenue for the three months ended September 30, 2003
decreased $2.8 million or 39% to $4.5 million compared to $7.3
million for the three months ended September 30, 2002. This
decrease was largely attributed to decreased revenue from our
projects in Asia and Africa.

Gross profit for the three months ended September 30, 2003
decreased $0.4 million or 25% to $1.4 million as compared to $1.8
million for the three-month period ended September 30, 2002. The
gross profit margin percentages increased and were 31% and 25% for
the three months ended September 30, 2003 and 2002, respectively.
The gross profit percentage increase was attributable to a more
favorable revenue mix. Q3, 2003 operating expenses were $4.5
million, which included $1.2 million of non-cash stock option
compensation expense compared to Q3, 2002 operating expenses,
which were $4.7 million and included a $0.7 million gain on vendor
settlements.

The Company also announced that the outlook for fiscal year 2004
was improving. The Company was informed that a governmental entity
had received a Congressional appropriation in the approximate
amount of $2 million in the 2004 U.S. Budget to purchase AirNet
products. The Company also announced today that it had executed an
OEM agreement with a "Top 5" Communications Equipment company
(based on market equipment market share) for the resale of AirNet
products in North America and this new OEM customer has purchased
an AirNet "showcase system" for approximately $500 thousand. This
agreement marked the first time in AirNet's history that it had
signed such an OEM agreement with a "Top 5" Communications
Equipment company. The Company has now received purchase orders in
4Q03 totaling approximately $6.0 million for delivery commencing
in the fourth quarter of this year and continuing through the
first nine months of fiscal year 2004. The Company also announced
it has signed a Master Purchase Agreement with a North American
customer for the sale of approximately $4.0M in AdaptaCell
SuperCapacity adaptive array base stations and related products
over the next two years. Approximately $0.5 million of the
adaptive array sale is scheduled for shipment in the first quarter
next year. Only $0.5 million of the $4.0 million adaptive array
commitment has been included in the $6.0 million in 4Q03 orders
noted above.

"We focused our efforts in the third quarter on developing a
number of strategic business opportunities, and we are starting to
see the benefits," said Glenn Ehley, President & CEO for AirNet
Communications. "The Company's product portfolio and business is
aligned for growth and capturing new customers. We are cautiously
optimistic as we approach fiscal year 2004."

AirNet Communications Corporation is a leader in wireless base
stations and other telecommunications equipment that allow service
operators to cost-effectively and simultaneously offer high-speed
wireless Internet and voice services to mobile subscribers.
AirNet's patented broadband, software-defined AdaptaCell(TM) base
station solution provides a high-capacity base station with a
software upgrade path to the wireless Internet. The Company's
AirSite(R) Backhaul Free(TM) base station carries wireless voice
and data signals back to the wireline network, eliminating the
need for a physical backhaul link, thus reducing operating costs.
AirNet has 69 patents issued or filed and has received the coveted
World Award for Best Technical Innovation from the GSM
Association, representing over 400 operators around the world.
More information about AirNet may be obtained by calling 321/984-
1990, or by visiting the AirNet Web site at
http://www.airnetcom.com  

At September 30, 2003, the Company's balance sheet shows a total
shareholders' equity of about $12.6 million, down from about $22
million recorded nine months ago.

                           *    *    *

              Liquidity and Going Concern Uncertainty

In its Form 10-K filed on April 1, 2003, the Company stated:

"The [Company's] financial statements have been prepared on a
going concern basis, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course
of business; and, as a consequence, the financial statements do
not include any adjustments relating to the recoverability and
classification of recorded asset amounts or the amounts and
classifications of liabilities that might be necessary should we
be unable to continue as a going concern. We have experienced
net operating losses and negative cash flows since inception
and, as of December 31, 2002, we had an accumulated deficit of
$225.4 million. Cash used in operations for the years ended
December 31, 2002 and 2001 was $1.1 million and $48.2 million,
respectively. We expect to have an operating loss in 2003. At
December 31, 2002, our principal source of liquidity was $3.2
million of cash and cash equivalents. Such conditions raise
substantial doubt that we will be able to continue as a going
concern without receiving additional funding. As of March 28,
2003 our cash balance was $3.7 million, after the draw of $4.8
million against our Bridge Loan for interim funding. The amounts
drawn against the bridge loan are due and payable on May 24,
2003. In addition, on the same date we had a revenue backlog of
$5.3 million. Our current 2003 operating plan projects that cash
available from planned revenue combined with the $3.7 million on
hand at March 28, 2003 will not be adequate to defer the
requirement for additional funding. We are currently negotiating
additional financing of $16 million with two Investors, which if
successful, (a portion will be used to pay off the bridge loan)
would provide the capital we require to continue operations.
There can be no assurances that the proposed financing can be
finalized on terms acceptable to us, if at all, or that the
funding negotiated will be adequate to sustain operations
through 2003.

"Our future results of operations involve a number of
significant risks and uncertainties. The worldwide market for
telecommunications products such as those sold by us has seen
dramatic reductions in demand as compared to the late 1990's and
2000. It is uncertain as to when or whether market conditions
will improve. We have been negatively impacted by this reduction
in global demand and by our weak balance sheet. Other factors
that could affect our future operating results and cause actual
results to vary from expectations include, but are not limited
to, ability to raise capital, dependence on key personnel,
dependence on a limited number of customers (with one customer
accounting for 49% of the revenue for 2002), ability to design
new products, the erosion of product prices, ability to overcome
deployment and installation challenges in developing countries
which may include political and civil risks and risks relating
to environmental conditions, product obsolescence, ability to
generate consistent sales, ability to finance research and
development, government regulation, technological innovations
and acceptance, competition, reliance on certain vendors and
credit risks. Our ultimate ability to continue as a going
concern for a reasonable period of time will depend on our
increasing our revenues and/or reducing our expenses and
securing enough additional funding to enable us to reach
profitability. Our historical sales results and our current
backlog do not give us sufficient visibility or predictability
to indicate when the required higher sales levels might be
achieved, if at all. Additional funding will be required prior
to reaching profitability. To obtain additional funding, we have
entered into discussions with SCP II and TECORE concerning a
proposed financing of $16,000,000 discussed below. No assurances
can be given that either the proposed financing or additional
equity or debt financing will be arranged on terms acceptable to
us, if at all.

"If we are unable to finalize the proposed financing, we will
have to seek additional funding or dramatically reduce our
expenditures and it is likely that we will be required to
discontinue operations. It is unlikely that we will achieve
profitable operations in the near term and therefore it is
likely our operations will continue to consume cash in the
foreseeable future. We have limited cash resources and therefore
we must reduce our negative cash flows in the near term to
continue operations. There can be no assurances that we will
succeed in achieving our goals or finalize the proposed
financing, and failure to do so in the near term will have a
material adverse effect on our business, prospects, financial
condition and operating results and our ability to continue as a
going concern. As a consequence, we may be forced to seek
protection under the bankruptcy laws. In that event, it is
unclear whether we could successfully reorganize our capital
structure and operations, or whether we could realize sufficient
value for our assets to satisfy fully our debts. Accordingly,
should we file for bankruptcy there is no assurance that our
stockholders would receive any value.

"Prior to our initial public offering in December 1999, which
raised net proceeds of $80.4 million, we funded our operations
primarily through the private sales of equity securities and
through capital equipment leases. At December 31, 2002, our
principal source of liquidity was $3.2 million of cash and cash
equivalents.

"On May 16, 2001, we issued and sold 955,414 shares of preferred
stock to three existing stockholders, SCP Private Equity
Partners II, L.P., Tandem PCS Investments, LP and Mellon
Ventures LP, at $31.40 per share for a total face value of $30
million. The preferred stock is redeemable at any time after May
31, 2006 out of funds legally available for such purposes and
initially each share of preferred stock is convertible, at any
time, into ten shares of our common stock. Dividends accrue to
the preferred stockholders, whether or not declared, at 8%
cumulatively per annum. The preferred stockholders are entitled
to votes equal to the number of shares of common stock into
which each share of preferred stock converts and collectively to
designate two members of the Board of Directors. Upon
liquidation of the Company, or if a majority of the preferred
stockholders agree to treat a change in control or a sale of all
or substantially all of our assets (with certain exceptions) as
a liquidation, the preferred stockholders are entitled to 200%
of their initial purchase price plus accrued but unpaid
dividends before any payments to any other stockholders. In
association with this preferred stock investment, we issued
immediately exercisable warrants to purchase 2,866,242 shares of
our common stock for $3.14 per share, which expire on May 14,
2011. The proceeds from the sale of the preferred stock were
used to fund our operations from May 2001 into 2002. Effective
October 31, 2002, the preferred stockholders irrevocably and
permanently waived the right of optional redemption applicable
to the Series B Preferred Stock as set forth in the Certificate
of Designation and the right to treat a specific proposed "Sale
of the Corporation" as a "Liquidation Event," to the extent that
such treatment would entitle the Series B Holders to receive
their "Liquidation Amount" per share in a form different from
the consideration to be paid to holders of our common stock in
connection with such Sale of the Corporation.

"On January 24, 2003, we entered into a Bridge Loan Agreement
with SCP II, an affiliate of our Chairman, James W. Brown, and
TECORE, Inc., our largest customer based on revenues during the
fiscal year ended December 31, 2002, and a supplier of switching
equipment to us. We issued two Bridge Loan Promissory Notes
under the Bridge Loan Agreement, each in a principal amount of
$3.0 million. The Bridge Notes carry an interest rate of two
percent over the prime rate published in The Wall Street Journal
and become due and payable on May 24, 2003. The Bridge Loan
Agreement provides that the Bridge Notes are secured by a
security interest in all of our assets including, without
limitation, our intellectual property. To date, we have received
advances totaling $4.8 million under the Bridge Notes. We are
currently negotiating a definitive funding agreement, under
which SCP II and TECORE would provide us financing of $16.0
million in the form of secured notes convertible into our common
stock. The proceeds of this proposed financing would be used to
refund the advances under the Bridge Loan Agreement and to fund
our operations."


AKORN INC: Pequot Capital Discloses 40.9% Equity Stake
------------------------------------------------------
Pequot Capital Management, Inc. owns 40.9% of the outstanding
common stock of Akorn, Inc. evidenced by the holding of 13,533,334
shares of that company's common stock.  Pequot Capital holds sole
voting and dispositive powers over the stock.  

Pequot Capital Management, Inc. is an investment adviser
registered under the Investment Advisers Act of 1940, and acts as
investment adviser to certain managed accounts over which Pequot
exercises discretionary authority.  Pequot Capital beneficially
owns 13,533,334 shares of common stock, no par value, of Akorn,
Inc., due to the  beneficial ownership of the following: (i)
200,000 shares of common stock; (ii) 10,666,667 shares of common
stock underlying 80,000 shares of Akorn's Series A 6%
Participating Convertible Preferred Stock, par value $1.00 per
share, as of November 10, 2003, subject to adjustment from time-
to-time and in accordance with the terms and  conditions of
Akorn's Articles of Amendment to Articles of Incorporation; and
(iii) 2,666,667 shares of common stock underlying warrants for
common stock, at a purchase price of $1.00 per share, subject to
adjustment from time-to-time as provided in such Warrants and in
the Warrant Agreement between Akorn and Pequot Capital, dated
October 7, 2003.

Akorn, Inc. manufactures and markets sterile specialty
pharmaceuticals, and markets and distributes an extensive line of
pharmaceuticals and ophthalmic surgical supplies and related
products. Additional information is available on the Company's Web
site at http://www.akorn.com

                          *   *   *

                    Going Concern Uncertainty

In Akorn's most recent Form 10-Q filed with SEC, the Company
reported:

"The [Company's] financial statements have been prepared on a
going concern basis, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course
of business. Accordingly, the financial statements do not
include any adjustments relating to the recoverability and
classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should the
Company be unable to continue as a going concern.

The Company experienced losses from operations in 2002, 2001 and
2000 and has a working capital deficiency of $29.4 million as of
March 31, 2003. The Company also is in default under its
existing credit agreement and is a party to governmental
proceedings and potential claims by the Food and Drug
Administration that could have a material adverse effect on the
Company. Although the Company has entered into a Forbearance
Agreeement with its senior lenders, is working with the FDA to
favorably resolve such proceeding, has appointed a new interim
chief executive officer and implemented other management changes
and has taken steps to return to profitability, there is
substantial doubt about the Company's ability to continue as a
going concern. The Company's ability to continue as a going
concern is dependent upon its ability to (i) continue to finance
it current cash needs, (ii) continue to obtain extensions of the
Forbearance Agreement, (iii) successfully resolve the ongoing
governmental proceeding with the FDA and (iv) ultimately
refinance its senior bank debt and obtain new financing for
future operations and capital expenditures. If it is unable to
do so, it may be required to seek protection from its creditors
under the federal bankruptcy code.

"While there can be no guarantee that the Company will be able
to continue to generate sufficient revenues and cash flow from
operations to finance its current cash needs, the Company
generated positive cash flow from operations in 2002 and for the
period from January 1 through April 30, 2003. As of April 30,
2003, the Company had approximately $400,000 in cash and
equivalents and approximately $1.4 million of undrawn
availability under its second line of credit described below.

"There can also be no guarantee that the Company will
successfully resolve the ongoing governmental proceedings with
the FDA. However, the Company has submitted to the FDA and begun
to implement a plan for comprehensive corrective actions at its
Decatur, Illinois facility.

"Moreover, there can be no guarantee that the Company will be
successful in obtaining further extensions of the Forbearance
Agreement or in refinancing the senior debt and obtaining new
financing for future operations. However, the Company is current
on its interest payment obligations to its senior lenders,
management believes that the Company has a good relationship
with its senior lenders and, as required, the Company has
retained a consulting firm, submitted a restructuring plan and
engaged an investment banker to assist in raising additional
financing and explore other strategic alternatives for repaying
the senior bank debt. The Company has also added key management
personnel, including the appointment of a new interim chief
executive officer and vice president of operations, and
additional personnel in critical areas, such as quality
assurance. Management has reduced the Company's cost structure,
improved the Company's processes and systems and implemented
strict controls over capital spending. Management believes these
activities have improved the Company's profitability and cash
flow from operations and improve its prospects for refinancing
its senior debt and obtaining additional financing for future
operations.

"As a result of all of the factors cited in the preceeding
paragraphs, management of the Company believes that the Company
should be able to sustain its operations and continue as a going
concern. However, the ultimate outcome of this uncertainty
cannot be presently determined and, accordingly, there remains
substantial doubt as to whether the Company will be able to
continue as a going concern. Further, even if the Company's
efforts to raise additional financing and explore other
strategic alternatives result in a transaction that repays the
senior bank debt, there can be no assurance that the current
common stock will have any value following such a transaction.
In particular, if any new financing is obtained, it likely will
require the granting of rights, preferences or privileges senior
to those of the common stock and result in substantial dilution
of the existing ownership interests of the common stockholders."


ALAMOSA HOLDINGS: S&P Says Sub-Par Tender Offer was a Default
-------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its corporate credit
rating on Alamosa Holdings Inc. and subsidiaries to 'SD' (denoting
a selective default) from 'CC' and lowered the senior unsecured
debt rating on Alamosa Delaware Inc. to 'D' from 'C'.

These ratings are removed from CreditWatch, where they were placed
with negative implications Sept. 16, 2003, following the company's
announcement of its financial restructuring plan. The CreditWatch
implications for the senior secured bank loan rating on Alamosa
Holdings LLC have been revised to positive based on credit
improvement expected by Standard & Poor's following completion of
the restructuring.

The rating actions follow Alamosa's announcement that
approximately 97.3% of the aggregate issue amount of the company's
senior notes were tendered. Because the combination of debt and
preferred stock being issued to noteholders in exchange for the
existing debt represents a discount to its accreted value,
Standard & Poor's views completion of the deal as a distressed
exchange and tantamount to a default on original debt issue terms.
"Standard & Poor's will not maintain ratings on the remaining
notes that were not tendered and exchanged, but expects to
reassign the corporate credit and bank loan ratings following a
review of the company's operating and financial prospects,"
explained credit analyst Eric Geil. "Alamosa's new notes will be
rated concurrently with the reassignment of the corporate credit
rating."

The lower debt level following the exchange offer, accompanied by
concurrent bank covenant relaxation, increases Alamosa's financial
cushion and should enable the company to better weather the
competitive wireless industry environment. Alamosa should also be
more able to focus on increased operating challenges likely to
arise with the onset of wireless number portability. In
conjunction with the financial restructuring, Alamosa is revising
its affiliation agreement with Sprint PCS, which should result in
cost savings and greater operating flexibility.


AMERICAN AXLE: S&P Upgrades Low-B Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
senior secured debt ratings on American Axle & Manufacturing
Holdings Inc. to 'BBB' from 'BB+' because of the company's strong
financial performance and improved credit statistics. At the same
time, the subordinated debt rating was raised to 'BBB-' from
'BB-'.

"We expect the company to pursue a growth plan that will likely
include some debt-financed acquisitions, while maintaining a solid
investment-grade financial profile," said Standard & Poor's credit
analyst Daniel DiSenso.

The outlook is stable. Total outstanding debt was $573 million at
Sept. 30, 2003.

Detroit, Michigan-based American Axle is one of the largest
domestic suppliers of driveline products, including front and rear
axles, driveshafts, chassis components, and forged components.     
American Axle's technological expertise, excellent manufacturing
efficiency, and strong product quality are helping it win new
business, to offset its high dependence on General Motors Corp.
(BBB/Negative/A-2) sport utility vehicles and light trucks, a
relatively narrow product range. Non-GM sales grew 49% during the
first nine months of 2003. The percentage of non-GM sales should
continue to increase, based on recent new business awarded.
Moreover, the bulk of new business bids will be with non-GM
companies, including foreign transplants, Asian car makers
with manufacturing plants in North America.


AMERICAN SKIING: Performance Capital Reports 5.88% Equity Stake
---------------------------------------------------------------
Performance Capital Group, LLC, beneficially owns 998,800 shares
of the common stock of American Skiing Company with sole voting
and dispositive powers.  The stock held represents
5.88% of the outstanding common stock of American Skiing.
   
Headquartered in Park City, Utah, American Skiing Company (S&P,
CCC Corporate Credit Rating, Negative) is one of the largest
operators of alpine ski, snowboard and golf resorts in the United
States.  Its resorts include Killington and Mount Snow in Vermont;
Sunday River and Sugarloaf/USA in Maine; Attitash Bear Peak in New
Hampshire; Steamboat in Colorado; and The Canyons in Utah.  More
information is available on the Company's Web site,
http://www.peaks.com


AMERICREDIT: Prices $200 Million Convertible Sr. Debt Offering
--------------------------------------------------------------
Americredit Corp. (NYSE:ACF) announced the pricing of its offering
of $200 million aggregate principal amount of convertible senior
notes to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended, and Regulation S
under the Securities Act. The sale of the notes is expected to
close on November 18, 2003. The notes were priced at 100 percent
of their principal amounts and have the following salient terms:

    --  $200 million aggregate principal amount of 1.75%
        Convertible Senior Notes due 2023 (plus up to an
        additional $30 million aggregate principal amount if the
        initial purchasers' option to purchase additional notes is
        exercised in full), first putable November 2008. The notes
        are convertible prior to maturity, subject to certain
        conditions, into shares of AmeriCredit's common stock at a
        conversion price of $18.6825 per share (a conversion rate
        of approximately 53.526 shares per $1,000 principal amount
        of notes). The initial conversion price represents a 32.5
        percent premium to the last reported New York Stock
        Exchange composite bid for AmeriCredit common stock on
        November 12, 2003, which was $14.10 per share. AmeriCredit
        may redeem any outstanding Convertible Senior Notes for
        cash on November 15, 2008, at a price equal to 100.25
        percent of the principal amount of such notes redeemed
        and after November 15, 2008 at a price equal to 100
        percent of the principal amount of such notes redeemed.

AmeriCredit plans to use the net proceeds from the offering for:

    --  The purchase from Credit Suisse First Boston International
        of a convertible note hedge with respect to AmeriCredit's
        common stock, which has the effect of increasing the
        effective conversion price of the notes from the Company's
        perspective to $28.20 per share. This effective conversion
        price represents a 100% premium to the last reported New
        York Stock Exchange composite bid for AmeriCredit common
        stock on November 12, 2003. In connection with those
        transactions, Credit Suisse First Boston International has
        purchased AmeriCredit's common stock in secondary market
        transactions and expects to enter into various derivative
        transactions with respect to AmeriCredit's common stock
        after the pricing of the notes; 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   


AMERICREDIT: $200M Convertible Senior Notes Earn S&P's B Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to the
$200 million convertible senior notes that mature on Nov. 15,
2023, to be issued by AmeriCredit Corp. The securities are first
putable by the holders on Nov. 15, 2008. At the same time,
Standard & Poor's affirmed its 'B' long-term counterparty credit
rating on AmeriCredit.

Ratings reflect the many challenges that the monoline subprime
automobile lender still experiences. First-quarter fiscal 2004
financial results showed some signs that its business model was
beginning to stabilize, but asset quality measures for the quarter
were still mixed, and losses remain at high levels. Although
AmeriCredit earned $33.3 million for the first quarter,
profitability remains below average. Additionally, the company
recently renegotiated its warehouse facilities, revising one of
its key covenants to an annualized managed net charge-off ratio
for two consecutive quarters to 9.0% from 8.0%. This should
provide an added safety margin should the company's annualized net
charge-off ratio exceed expectations. The more than $200 million
debt that AmeriCredit has issued has a minimal effect on the
company's leverage and represents only 10% of the company's
significant $1.9 billion in equity. "Standard & Poor's ratings
assume that the company will call the $200 million senior debt
that is due in April 2006 in April/May 2004; therefore, the net
effect of the transaction will have no effect on leverage," said
Standard & Poor's credit analyst Lisa J. Archinow, CFA.

AmeriCredit continues to face significant business challenges in
the face of elevated credit losses. Asset quality and
profitability measures have improved, but continue to be
challenged. Any material adverse credit trends, change in loss
assumptions, further increases in initial credit enhancement
requirements, or in additional liquidity pressures, could result
in ratings being lowered. An outlook revision to stable would
depend on the company stabilizing its business model over a
meaningful period of time.


AMERIPATH INC: Reports Weaker Third-Quarter 2003 Performance
------------------------------------------------------------
AmeriPath, Inc., a leading national provider of cancer
diagnostics, genomics, and related information services, reported
its financial results for the third quarter and the nine-month
period ended September 30, 2003.

Net revenues for the third quarter of 2003 were $122.0 million
compared to $123.7 million in the same quarter of 2002. Net
revenues for the nine months ended September 30, 2003 were $360.9
million compared to $357.4 million for the same period in 2002.
Net revenues for the third quarter and nine months ended September
30, 2003 were negatively impacted by charges to revenues of $2.2
million in the third quarter of 2003 and $4.6 million for the nine
months ended September 20, 2003 to reflect changes in our
estimated contractual allowances resulting from the analysis of
our managed care contracts.

Same store net revenue, excluding revenue from national labs, for
the third quarter of 2003 increased 1.2%, or $1.4 million,
compared to the third quarter of 2002. Same store net revenue,
excluding revenue from national labs, for the nine months ended
September 30, 2003 increased 3.1%, or $10.3 million, when compared
to the nine months ended September 30, 2002. For the third quarter
of 2003, national lab revenue was $0.5 million, down from $6.4
million in the third quarter of 2002. For the nine months ended
September 30, 2003, national lab revenue was $4.0 million, down
from $18.9 million for the nine month period ended September 30,
2002.

James C. New, Chairman and Chief Executive Officer commented, "The
Company showed excellent momentum in the third quarter. We managed
well through the Welsh, Carson, Anderson and Stowe transition in
Q1 and an aggressive cost reduction program in Q2. Our change of
focus in Q3 back to revenue growth and collection efforts are
producing excellent results."

EBITDA (earnings before interest, taxes, depreciation and
amortization), which is a non-GAAP financial measure, for the
third quarter of 2003 was $18.6 million compared to $24.4 million
for the same quarter of the prior year. EBITDA, excluding $2.2
million of charges to revenues to reflect changes in our estimated
contractual allowances and a $4.0 million increase in the
provision for doubtful accounts, for the third quarter of 2003 was
$24.8 million compared to $28.2 million, which excludes $3.8
million of asset impairment charges and the write-off of our
Genomics investment, during the comparable period in 2002. EBITDA
for the nine months ended September 30, 2003, including merger-
related and restructuring costs of $15.7 million, was $44.7
million compared to $79.9 million for the same period in 2002.
EBITDA, excluding these merger-related and restructuring costs,
for the nine months ended September 30, 2003 were $60.4 million
compared to $83.7 million for the same period in 2002. EBITDA,
excluding merger-related and restructuring costs and $4.5 million
of charges to revenues to reflect changes in our estimated
contractual allowances and $6.5 million increase in the provision
for doubtful accounts, for the nine months ended September 30,
2003 was $71.4 million compared to $83.7 million for the
comparable period in 2002.  

Cost of services for the third quarter of 2003 increased to $63.2
million (51.8% of net revenues after charges; 50.9% of net
revenues before charges) from $61.3 million (49.6% of net
revenues) in the third quarter of 2002. Cost of services for the
nine-month period ended September 30, 2003 increased to $186.6
million (51.7% of net revenues after charges; 51.1% of net
revenues before charges) from $174.5 million (48.8% of net
revenues) for the nine months end September 30, 2002. The increase
in cost of services as a percentage of net revenues is primarily
due to increased medical malpractice costs and excess lab
capacity.

Selling, general and administrative expenses for the third quarter
2003 decreased to $21.7 million (17.8% of net revenues after
charges; 17.5% of net revenue before charges) from $21.9 million
(17.7% of net revenues) in the third quarter 2002. Selling,
general and administrative expenses for the nine months ended
September 30, 2003 increased to $65.9 million (18.3% of net
revenues after charges; 18.0% of net revenue before charges) from
$62.5 million (17.5% of net revenues) in the comparable period in
2002. The increases for the nine-month period ended September 30,
2003 are primarily due to investments in information technology
and expansion of sales and marketing efforts.

The provision for doubtful accounts for the third quarter 2003
increased to $20.9 million (17.1% of net revenues) from $14.8
million (11.9% of net revenues) in the same period of 2002. The
provision for doubtful accounts for the nine months ended
September 30, 2003 increased to $53.8 million (14.9% of net
revenues) from $42.9 million (12.0% of net revenues) in the same
period of 2002. The provisions for doubtful accounts for the third
quarter and the nine months ended September 30, 2003 were
increased by charges of $4.0 million in the third quarter and $6.5
million for the nine-months ended September 30, 2003 to reflect
the net realizable value of certain receivables based on our
analysis of the ability to collect historical revenues and
billings associated with clinical professional component services.
David L. Redmond, the Company's Chief Financial Officer, added,
"We are encouraged by our cash collections in the third quarter
2003 of $109.7 million, which were $3.8 million greater than our
cash collections in the third quarter of 2002. We are also pleased
that our net accounts receivable at September 30, 2003 represents
60 days sales outstanding, which is the lowest in two years."

Net income for the third quarter of 2003 was $1.7 million compared
to net income of $11.2 million for the same quarter of the prior
year. The net income was negatively impacted by higher interest
expense of $10.0 million associated with the financing of the
merger with Welsh, Carson, Anderson and Stowe. Net income for the
nine months ended September 30, 2003 was $0.7 million compared to
net income of $37.6 million for the same period in 2002. The net
income was negatively impacted by merger-related and restructuring
costs of $15.6 million and higher interest expense of $21.1
million associated with the financing of the merger with Welsh,
Carson, Anderson and Stowe.

The Company has revised the agreements with their lender banks.
The amendment increases the maximum permitted leverage ratios
through 2004, permits the charges taken in the second and third
quarters of 2003 to be excluded in the computation of EBITDA for
the leverage ratios, and provides lenders consent for potential
acquisitions.

More detailed information regarding the business, operations and
financial performance of the Company through September 30, 2003,
and related and other matters will be included in the Company's
Form 10-Q for the quarter ended September 30, 2003, which is
expected to be filed with the SEC on November 13, 2003.

AmeriPath (S&P, B+ Corporate Credit Rating), is a leading national
provider of cancer diagnostics, genomics, and related information
services. The Company's extensive diagnostics infrastructure
includes the Center for Advanced Diagnostics (CAD), a division of
AmeriPath. CAD provides specialized diagnostic testing and
information services including Fluorescence In-Situ Hybridization
(FISH), Flow Cytometry, DNA Analysis, Polymerase Chain Reaction
(PCR), Molecular Genetics, Cytogenetics and HPV Typing.
Additionally, AmeriPath provides clinical trial and research
development support to firms involved in developing new cancer and
genomic diagnostics and therapeutics.


ANC RENTAL: Wants Nod to Expand Donlin Recano's Engagement Scope
----------------------------------------------------------------
The ANC Rental Debtors want Donlin, Recano & Company, Inc. to
inspect, monitor and supervise the post-mailing solicitation
process, serve as the tabulator of the ballots and certify to the
Court the balloting results.  Donlin Recano is the Court-appointed
notice and claims agent.  The Debtors understand that Donlin
performed substantially identical services for debtors in other
large Chapter 11 cases.  Accordingly, the Debtors seek the
Court's authority to expand Donlin Recano's services. (ANC Rental
Bankruptcy News, Issue No. 42; Bankruptcy Creditors' Service,
7Inc., 609/392-0900)


BOOTS & COOTS: Sept. 30 Net Capital Deficit Narrows to $2 Mill.
---------------------------------------------------------------
Boots & Coots International Well Control, Inc. (Amex: WEL), a
global prevention, emergency response and restoration company for
the oil and gas industry, reported that revenues for the third
quarter ending September 30, 2003 increased by 132 percent to
$8.1 million, compared with revenues of $3.5 million for the same
period of 2002.  Earnings before interest, taxes, depreciation and
amortization (EBITDA) were $2.2 million in the current period
compared to $0.2 million in the same period for the prior year.

The Company's income from continuing operations, excluding one
time, non-cash charges of $0.9 million related to settlements of
certain liabilities, was $1.4 million for the third quarter (prior
year $0.2 million loss on a comparable basis), resulting in a net
income for the quarter excluding the same one time, non-cash
charges of $0.9 million of $1.7 million (prior year $0.3 million
on a comparable basis).  After deducting preferred stock
dividends, net income attributable to Common Shareholders was $0.7
million for the current period compared to $0.6 million for 2002
three-month period. Basic and diluted earnings per share were
$0.03 and $0.03, respectively as compared to $0.06 and $0.05,
respectively, for the three-month comparable period.

For the nine months ending September 30, 2003, revenues increased
136 percent to $27 million as compared with revenues of $11.4
million for the same period a year ago.  In the current nine-month
period EBITDA increased by $9.1 million to $9.3 million.

The Company's income from continuing operations, excluding one
time, non-cash charges of $1.3 million related to settlement of
certain liabilities, was $6.9 million for the current nine-month
period (prior period $2.0 million loss on a comparable basis) and
its income from discontinued operations was $0.4 million (prior
period $6.7 million loss), resulting in a net income, excluding
one time, non-cash charges of $1.3 million related to settlement
of certain liabilities, for the current period of $7.3 million
(prior period $8.7 million net loss on a comparable basis).  After
deducting preferred stock dividends, net income attributable to
Common Shareholders was $4.9 million for the nine months ending
September 30, 2003, versus a net loss of $10.0 million for the
2002 nine-month period.  Basic earnings (loss) per share were
$0.24 as compared to ($0.93) for the nine-month comparable period.  
Diluted earnings (loss) per share were $0.24 as compared to
($0.93) for the nine-month comparable period.

The Company's September 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $2 million.

"Results in our Response segment were outstanding, however I do
not want to overlook our continued progress in generating 'non-
event' revenues," stated Jerry Winchester, Chief Executive
Officer.  "Excluding equipment sales, our Prevention revenues grew
by 23 percent year over year.  Continued growth in our Venezuelan
operation and in our WELLSURE(R) program is leading the way.
During the quarter we also signed two new SafeGuard international
agreements. Projected revenues for these contracts are $3 million
over the next two years. The Company remains dedicated to growing
this segment of predictable base revenues."

"In addition to the operational results, the Company continues to
be successful with its restructuring initiatives," commented Kirk
Krist, Chairman of the Board.  "During the quarter, we made strong
additions to the Company's Board of Directors and successfully
implemented the reverse stock split with the strong support of our
shareholders.  Most importantly, we strengthened our balance
sheet.  There is still more to be done, but I feel we are now well
positioned to take advantage of new growth opportunities in our
industry."

Operational highlights include:

     --  Prevention revenues were $1.7 million and $12.6 million
         for the third quarter and nine months, respectively.  
         During the third quarter, the Company secured two major
         SafeGuard contracts worth approximately $3 million over
         the next two years.  The Company also introduced   
         WELLSURE(R) into Canada.

     --  Response revenues were $6.3 million and $14.4 million for
         the third quarter and nine months, respectively.

     --  Revenues earned from Middle East related work were $4.8
         million for the third quarter and $17.6 million for the
         nine-month period, which includes a first quarter
         equipment sale of $6.6 million.

     --  At September 30, the Company reported working capital of
         $7.8 million and long-term debt of $13.5 million.

     --  Shareholders' Equity improved $12 million, from a deficit
         of $14.0 million at December 31, 2002.

     --  The Company improved its balance sheet and reclassified
         its subordinated debt into long-term debt.

Boots & Coots International Well Control, Inc., Houston, Texas,
provides a suite of integrated oilfield services centered on the
prevention, emergency response and restoration of blowouts and
well fires around the world.  Boots & Coots' proprietary risk
management program, WELLSURE(R), combines traditional well control
insurance with post-event response as well as preventative
services, giving oil and gas operators and insurance underwriters
a medium for effective management of well control insurance
policies.  For more information, visit the company's Web site at
http://www.bncg.com
    

CAM CBO I LTD: S&P Ratchets Class B Notes Rating Down to CCC+
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
A notes issued by CAM CBO I Ltd., a high-yield arbitrage CBO
transaction managed by Conning Asset Management, and removed it
from CreditWatch positive, where it was placed Sept. 8, 2003. At
the same time, the rating on the class B is lowered and removed
from CreditWatch negative, where it was also placed Sept. 8, 2003.

The raised rating on the class A notes reflects factors that have
positively affected the credit enhancement available to support
the notes since the rating was affirmed Oct. 23, 2002. The
transaction has paid down a total of $22.06 million to the class A
noteholders since the October 2002 rating action, and these
payments have improved the class A overcollateralization ratio for
the transaction.

The lowered rating on the class B notes reflects factors that have
negatively affected the credit enhancement available to support
the notes since the October 2002 rating action. These factors
include par erosion of the collateral pool securing the rated
notes and deterioration in the credit quality of the performing
assets within the pool (see transaction data).

Standard & Poor's has reviewed current cash flow runs generated
for CAM CBO I Ltd. to determine the level of future defaults the
rated notes can withstand under various stressed default timing
and interest rate scenarios while still paying all of the interest
and principal due on the notes. After comparing the results of
these cash flow runs with the projected default performance of the
performing assets in the collateral pool, Standard & Poor's
determined that the ratings assigned to the A and B notes were no
longer consistent with the credit enhancement available, resulting
in the revised ratings. Standard & Poor's will continue to monitor
the future performance of the transaction to ensure that the
ratings assigned to the notes remain consistent with the credit
enhancement available.
   
        RATING RAISED AND REMOVED FROM CREDITWATCH POSITIVE
   
                          Rating

                  Class    To           From
                  A        AA+          AA-/Watch Pos
           
        RATING LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE
    
                          Rating

                  Class    To           From
                  B        CCC+         B+/Watch Neg
           
        TRANSACTION INFORMATION
        Issuer:              CAM CBO I Ltd.
        Current manager:     Conning Asset Management
        Underwriter:         NationsBanc Montgomery Securities LLC
        Trustee:             JPMorganChase
        Transaction type:    High-yield arbitrage CBO
   
TRANCHE                   INITIAL    LAST          CURRENT
INFORMATION               REPORT     ACTION        ACTION
Date (MM/YYYY)            11/1998    10/2002       11/2003
Class A note rating       AA-        AA-           AA+
Class A note balance      $100.00mm  $84.03mm      $61.97mm
Class A OC ratio          158.4%     138.6%        142.2%
Class A OC ratio minimum  134.0%     134.0%        134.0%
Class B note rating       A          B+            CCC+
Class B note balance      $21.00mm   $21.00mm      $21.00mm
Class B OC ratio          130.9%     110.9%        106.2%
Class B OC ratio minimum  118.0%     118.0%        118.0%
    
PORTFOLIO BENCHMARKS                       CURRENT
S&P Wtd. Avg. Rtg. (excl. defaulted)       B+
S&P Default Measure (excl. defaulted)      3.45%
S&P Variability Measure (excl. defaulted)  3.17%
S&P Correlation Measure (excl. defaulted)  1.06
Wtd. Avg. Coupon (excl. defaulted)         8.25%
Wtd. Avg. Spread (excl. defaulted)         N/A
Oblig. Rtd. 'BBB-' and Above               9.98%
Oblig. Rtd. 'BB-' and Above                36.58%
Oblig. Rtd. 'B-' and Above                 66.33%
Oblig. Rtd. in 'CCC' Range                 6.66%
Oblig. Rtd. 'CC', 'SD' or 'D'              27.02%
Obligors on Watch Neg (excl. defaulted)    12.91%
    
S&P RATED OC (ROC) PRIOR TO ACTION          CURRENT
Class A notes      113.70% (AA-/Watch Pos)  111.06% (AA+)
Class B notes      94.95% (B+/Watch Neg)    100.02% (CCC+)



CENTRAL KENTUCKY COATINGS: Case Summary & 24 Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Central Kentucky Coatings, Inc.
             141 Commerce Drive
             Frankfort, Kentucky 40601

Bankruptcy Case No.: 03-30936

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        MDM Holdings, LLC                          03-30937

Chapter 11 Petition Date: November 7, 2003

Court: Eastern District of Kentucky (Frankfort)

Judge: William S. Howard

Debtors' Counsel: W. Thomas Bunch, Sr., Esq.
                  Bunch & Brock
                  271 W Short St Suite 805
                  PO Box 2086
                  Lexington, KY 40588-2086
                  Tel: 859-254-5522

                                        Total Assets: Total Debts:
                                        ------------- ------------
Central Kentucky Coatings               $495,962      $1,731,861
MDM Holdings, LLC                       $601,039      $1,530,000

A. Central Kentucky Coatings' 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Internal Revenue Service                              $500,000
Attn: Paula Beard
P.O. Box 1706
Louisville, KY 40201

TCI Powder Coatings                                   $113,557

Bimbo and Dinah Sue Horn                               $43,111

IFS Coatings, Inc.                                     $36,336

Houghton International                                 $30,620

CitiCapital                                            $15,887

Mark A. Sadler Trucking, LLC                           $15,120

Cumberland Valley Resources                            $14,764

Fred's Fast Freight, Inc.                              $13,218

Fremont Industries, Inc.                               $12,814

Grinstead Group                                        $10,068

Adecco Employment Services                              $9,004

Maxi-Blast, Inc.                                        $7,918

Kron International Trucks, Inc.                         $7,029

Morton Powder Coatings                                  $6,591

DST Accounting Services, Inc.                           $6,329

The Continental Products Company                        $6,108

Lexington Lift, Inc.                                    $4,759

DuPont Powder Coatings                                  $4,713

Cintas                                                  $2,713

B. MDM Holdings' 4 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
KY Economic Dev. Fin. Auth./CBT                       $235,000

Franklin County Sheriff                                $15,000

Matthew Winkler                                        $25,000

Richard Winkler                                        $25,000    


CHESAPEAKE ENERGY: Prices $150-Mil. of 5% Conv. Preferred Shares
----------------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) has priced a public
offering of 1.5 million shares of cumulative convertible preferred
stock at its liquidation preference of $100 per share. Chesapeake
also has granted the underwriters a 30-day option to purchase up
to 225,000 additional shares of preferred stock.

Each share of preferred stock will be subject to an annual
cumulative cash dividend of $5.00 payable quarterly when, as and
if declared by the company, on the 15th day of each February, May,
August, and November to holders of record as of the first day of
the payment month, commencing on February 15, 2004. The preferred
stock will not be redeemable.

Each preferred share will be convertible at any time at the option
of the holder into 6.0962 shares of Chesapeake common stock, which
is based on an initial conversion price of $16.40 per common
share. The conversion price is subject to customary adjustments in
certain circumstances. The preferred shares will be subject to
mandatory conversion after November 18, 2006 into Chesapeake
common stock, at the option of the company, if the closing price
of Chesapeake's common stock exceeds 130% of the conversion price
for 20 trading days during any consecutive 30 trading day period.

Closing of the preferred stock offering is expected to occur on
November 18, 2003, and is subject to satisfaction of customary
closing conditions. Chesapeake intends to use the net proceeds of
the offering 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.

Copies of the prospectus relating to the offering may be obtained
from the company at 6100 North Western, Oklahoma City, Oklahoma
73118, attention Martha A. Burger.

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: Prices $200-Mil. 6.875% Senior Note Offering
---------------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) has priced a private
offering of $200 million of senior notes due January 15, 2016,
which will carry an interest rate of 6.875%.  The senior notes
were priced at 98.977% of par to yield 7.0% to maturity.  The
senior notes being sold by Chesapeake will not be 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 senior notes will be eligible for
trading under Rule 144A.

Closing of the senior notes offering is expected to occur on
November 26, 2003, and is subject to satisfaction of customary
closing conditions.  Chesapeake intends to use the net proceeds of
the offering to finance a cash tender offer for approximately $111
million outstanding 8.5% Senior Notes due 2012 and to repay debt
under its bank credit facility of its incurred primarily to
finance its recent acquisition of south Texas natural gas
properties from Laredo Energy, L.P. and its partners.

Chesapeake Energy Corporation is one of the six 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.


CONSECO FINANCE: Reinstates James Woodward et al.'s Claims
----------------------------------------------------------
On May 23, 2003, James Woodward, et al., filed six unsecured  
nonpriority Proofs of Claim against Conseco Finance Corporation,  
Nos. 49675-003172, 49675-003173, 49675-003174, 49675-003175,  
49675-003431 and 49675-003702, each for $32,760,000.

On May 27, 2003, Mr. Woodward filed a Motion for Extension of  
Time to File Proofs of Claim.  On July 18, 2003, the CFC Debtors  
objected to Claim Nos. 49675-003172, 49675-003173, 49675-003174  
and 49675-003175, as late-filed and requested that they be  
disallowed for all purposes.

On August 20, 2003, Claim Nos. 49675-003172, 49675-003173, 49675-
003174 and 49675-003175 were inadvertently disallowed.  The  
Parties have agreed in a Stipulation that these Claims will be  
reinstated and a hearing will decide their fate.  The CFC Debtors  
reserve the right to object to the claims on any and all grounds.
(Conseco Bankruptcy News, Issue No. 37; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


CORNERSTONE FAMILY: S&P Hatchets Ratings on Refinancing Concerns
----------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured bank loan ratings on cemetery operator
Cornerstone Family Services Inc. to 'CCC+' from 'B-'.

Bristol, Pennsylvania-based Cornerstone had about $132 million in
debt outstanding as of Sept. 30, 2003. The outlook remains
negative.

"The downgrade reflects the company's insufficient financial
capacity to meet the amortization requirement of its bank term
loan beginning in June 2004, and the potential loss of liquidity
with the upcoming September 2004 termination of its revolving
credit facility," said Standard & Poor's credit analyst David P.
Peknay. In June 2004, the quarterly amortization requirement
increases to $7.5 million from $1.25 million. The revolving credit
facility currently has about $25 million outstanding. "The company
is reliant on a successful refinancing of its bank debt to avoid a
potential default as it does not have the liquidity nor does it
generate cash flow that would be sufficient to meet these
obligations," added Mr. Peknay.

The speculative-grade ratings on Cornerstone Family Services
reflect the company's constrained financial position, and weak
cash flow, as an operator of about 135 cemeteries and seven
funeral homes in 11 eastern states. It is unclear if the company
will be able to satisfy the required leverage ratio after it
tightens in early 2004. If the company does not refinance its bank
debt as the dates for the increased amortization requirement and
revolver maturity approach, the rating could be lowered.


CRESCENT REAL: Enters LOI for Asset Sale and Acquisition Deals
--------------------------------------------------------------
Crescent Real Estate Equities Company (NYSE:CEI) announced that a
letter of intent has been entered into with The Rouse Company
(NYSE:RSE) for the following simultaneous transactions.

-- Sale of Crescent's 52.5% economic interest (including earned
   promote) in The Woodlands master-planned community in Houston
   to Rouse for $202 million in cash.

-- Sale of Rouse's investment in the Hughes Center office
   portfolio in Las Vegas to Crescent for $223 million. At
   closing, Crescent anticipates assuming approximately $96
   million of outstanding property level debt. In addition,
   Crescent has agreed to acquire in March 2004 undeveloped land
   within Hughes Center for $10 million, $2.5 million of which
   will be paid in cash and $7.5 million in a note due December
   2005.

The transactions are expected to close by year end 2003, subject
to customary conditions, including completion of definitive
documentation.

The Woodlands is a 27,000 acre master-planned community located
north of Houston of which Crescent and Morgan Stanley Real Estate
Fund II, L.P. own a 52.5% and 47.5% economic interest,
respectively. The Woodlands investment consists of undeveloped
residential lots, commercial acres and office properties.

Hughes Center, located in the Central East submarket, is the
premier office address in Las Vegas. Constructed between 1986 and
1999, the Hughes Center complex contains eight Class A office
properties totaling 1.1 million square feet and is currently 94%
leased. Also including within the complex are leased restaurant
parcels and undeveloped land which is suitable for up to 400,000
square feet of future office space. Hughes Center is home to a
diverse, high quality customer base.

John C. Goff, Vice-Chairman and Chief Executive Officer of
Crescent, commented, "The strategic plan that we've been
articulating for some time now has been to selectively increase
the size of our core business of owning and managing Class A
office properties and decrease over time our non-core holdings
such as our residential development. The Woodlands has been a
lucrative investment for us since its acquisition in 1997. We see
this transaction as highly strategic and an opportunity to become
the dominant owner of premier office assets in a high growth
market. We believe this investment represents a win for both
Crescent and Rouse."

Headquartered in Columbia, Md., The Rouse Company was founded in
1939 and became a public company in 1956. A premier real estate
development and management company, The Rouse Company, through its
numerous affiliates, operates more than 150 properties
encompassing retail, office, research and development and
industrial space in 22 states. The Company is also the developer
of the planned communities of Columbia, Md., and Summerlin, along
the western edge of Las Vegas, Nev.

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

                         *    *    *

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

          Ratings Affirmed And Removed From CreditWatch

     Issue                           To            From

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

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


DIGITAL DATA: Losses & Capital Deficit Raise Going Concern Doubt
----------------------------------------------------------------
Digital Data Networks, Inc., a wireless, passenger communication
and advertising company, is principally engaged in the operation
of a "digital information network", a network of computerized
electronic message displays that deliver current news, information
and advertising to riders on-board public transit vehicles. The
digital information network consists of a series of electronic
information displays utilizing digital radio transmission
technology. The Company, incorporated in 1988, operates a digital
information network in Dallas, Texas under the name The Transit
Network, pursuant to a contract with Dallas Area Rapid Transit.

The Company has experienced net losses and negative cash flows
from operations, and has an accumulated deficit at September 30,
2003 of approximately $13.6 million and a negative working capital
position. The ability of the Company to continue to generate
positive cash flows from operations and net income, is dependent,
among other things, on market conditions, cost control,
identifying and securing additional revenue sources, and the
Company's ability to raise capital under acceptable terms. The
Company has pursued merger possibilities and continues to do so.
While the Company has had some successes in these endeavors in the
past, there can be no assurance that its efforts will be
successful in the future. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.

Company management believes that its existing cash and cash flows
from operations will be adequate to fund its operations through
March 2004. If additional revenue sources or cash infusions are
not realized, the Company may need to change its business plan,
sell or merge its business, or consider other alternatives.


EMMIS COMMS: FMR Corp., et al., Disclose 10.016% Equity Stake
-------------------------------------------------------------
FMR Corp., Edward C. Johnson 3rd, and Abigail P. Johnson
beneficially own 4,976,322 shares of the common stock of Emmis
Communications Corporation, which amounts to 10.016% of the
outstanding common stock of Emmis Communications.

Fidelity Management & Research Company, 82 Devonshire Street,
Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR
Corp. and an investment adviser registered under Section 203 of
the Investment Advisers Act of 1940, is the beneficial owner of
4,006,322 shares or 8.063% of the Class A common stock outstanding
of Emmis Communications Corporation as a result of acting as
investment adviser to various investment companies registered
under Section 8 of the Investment Company Act of 1940.

Edward C. Johnson 3rd, FMR Corp., through its control of Fidelity,
and the funds each has sole power to dispose of the 4,006,322
shares owned by the Funds.

Neither FMR Corp. nor Edward C. Johnson 3rd, Chairman of FMR
Corp., has the sole power to vote or direct the voting of the
shares owned directly by the Fidelity Funds, which power resides
with the Funds' Boards of Trustees. Fidelity carries out the
voting of the shares under written guidelines established by the
Funds' Boards of Trustees.

Fidelity Management Trust Company, 82 Devonshire Street, Boston,
Massachusetts 02109, a wholly-owned subsidiary of FMR Corp. and a
bank as defined in Section 3(a)(6) of the Securities Exchange Act
of 1934, is the beneficial owner of  970,000 shares or 1.952% of
the Class A Common Stock outstanding of the Company as a result of
its serving as investment manager of the institutional account(s).

Edward C. Johnson 3rd and FMR Corp., through its control of
Fidelity Management Trust Company, each has sole dispositive power
over 970,000 shares and sole power to vote or to direct the voting
of 970,000 shares of Class A common stock owned by the
institutional account(s) as
reported above.

Members of the Edward C. Johnson 3rd family are the predominant
owners of Class B shares of common stock of FMR Corp.,
representing approximately 49% of the voting power of FMR Corp.  
Mr. Johnson 3rd owns 12.0% and Abigail Johnson owns 24.5% of the
aggregate outstanding voting stock of FMR Corp.  Mr. Johnson 3rd
is Chairman of FMR Corp. and Abigail P. Johnson is a Director of
FMR Corp.  The Johnson family group and all other Class B
shareholders have entered into a shareholders' voting agreement
under which all Class B shares will be voted in
accordance with the majority vote of Class B shares. Accordingly,
through their ownership of voting common stock and the execution
of the shareholders' voting agreement, members of the Johnson
family may be deemed, under the Investment Company Act of 1940, to
form a controlling group with respect to FMR Corp.

Emmis Communications (S&P, B- Corporate Credit Rating, Stable) is
an Indianapolis based diversified media firm with radio
broadcasting, television broadcasting and magazine publishing
operations. Emmis' 23 FM and 4 AM domestic radio stations serve
the nation's largest markets of New York, Los Angeles and Chicago
as well as Phoenix, St. Louis, Austin, Indianapolis and Terre
Haute, IN. In addition, Emmis owns two radio networks, three
international radio stations, 16 television stations, regional and
specialty magazines, and ancillary businesses in broadcast sales
and book publishing.


FALCON AUTO: Fitch Drops 2 Note Ratings to Low-B & Junk Levels
--------------------------------------------------------------
Fitch Ratings downgrades Falcon Auto Dealership Loan Trust 2003-1
class E to 'B+' from 'BB' and class F to 'CCC' from 'B'.
Additionally, Fitch places classes B, C, D, E and F on Rating
Watch Negative. The class A is affirmed at 'AAA'.

The rating actions are a result of the expected impact to the
trust from the workout of the Gorman Family Holding LLC loan which
currently represents 6.8% of the pool ($9.3 million). Dodge of
Midlothian operates a Dodge dealership in Midlothian, Illinois
(the 'Guarantor'). Gorman Family Holdings, LLC (the 'Borrower')
owns the real estate underneath the dealership and leases it to
Guarantor pursuant to the terms of the loan. At underwriting the
collateral value of the loan was $16,390,000, consisting of
$5,350,000 of real estate and $11,040,000 of business value.

In July 2003, the Borrower informed the Servicer that the
Guarantor filed a complaint in Federal court against Daimler
Chrysler Services North America, L.L.C., on February 3, 2003.
Chrysler provides floor plan financing and retail financing
services to the Guarantor. The Borrower maintains that, among
other things, the Guarantor was harmed by placement of unfair
factory ordering restrictions, the arbitrary reduction of the new
and used car floor plan at the dealership, refusal to provide
financing to the Guarantor's customers and breaching various
contracts regarding the administration and collection of retail
financing provided to Guarantor's customers. The lawsuit is
currently pending.

DaimlerChrysler has served a notice of termination of the
franchise. The Borrower has the right to contest the termination
before the Illinois Department of Motor Vehicles. This action
would stay the termination for a minimum of 30 days.

The Servicer has confirmed to Fitch that Daimler/Chrysler remains
very interested in preserving the location and is attempting to
identify a suitable operator. The Servicer is attempting to gain
control of the real estate as expeditiously as possible without
having to foreclose. This should save the trust a significant
amount of both time and money, as a foreclosure proceeding would
be a long and expensive.

An updated appraisal of the real estate has been obtained with the
real estate valued at $5,850,000. The unit is currently operating
on a minimal basis.

At this time Fitch expects the recovery to trust to be
approximately 40% of the loan balance, in line with the updated
real estate valuation on the property and does not foresee
material recoveries on the business value portion of the
collateral. The timing of this workout is expected to be 3-9
months. Fitch will continue to closely monitor the progress of the
workout and as additional information is made available adjust the
ratings and Rating Watch accordingly.


FEDERAL-MOGUL: Provides Overview of Amended Reorganization Plan
---------------------------------------------------------------
Although technical issues remain to be resolved, Federal-Mogul
relates that the amended reorganization plan will provide that
the noteholders and asbestos claimants, present and future, will
convert all of their claims into equity of Reorganized Federal-
Mogul.  

In a regulatory filing with the Securities and Exchange Commission
on November 5, 2003, Federal-Mogul says that 49.9% of newly
authorized and issued stock will be distributed to the
noteholders, and 50.1% of newly authorized and issued stock will
be distributed to a trust or series of trusts established
pursuant to Section 524(g) of the Bankruptcy Code for the benefit
of existing and future asbestos claimants.  United States trade
creditors are expected to receive yet to be determined
distributions under the consensual plan.  Additionally, the
Amended Plan will provide for the cancellation of prepetition
equity interests in exchange for warrants in Reorganized Federal-
Mogul.

There are two possible types of U.K. schemes of arrangements.  
Federal-Mogul says that the first scheme of arrangement is under
Section 425 of the Companies Act of 1985, which may involve a
scheme for the reconstruction of the U.K. Debtors.  If a majority
in number representing three-fourths in value of the creditors or
members or any class of them agree to the compromise or
arrangement, it is binding if sanctioned by the High Court.  
Section 425 may be invoked where there is an Administration order
in force in relation to the U.K. Debtors.  The other possible
type of scheme arises under Section 1 of the Insolvency Act of
1986 in relation to Company Voluntary Arrangements.  If a
majority in value representing more than three-fourths of the
creditors agrees to the compromise or arrangement set out in the
CVA proposal, it will be approved.

At this time, however, Federal-Mogul advises that it is unable to
predict with a high degree of certainty what treatment will be
accorded under the Amended Plan to intercompany indebtedness,
licenses, executory contracts, transfers of goods and services,
and other intercompany arrangements, transactions and
relationships that were entered into before the Petition Date.  
Federal-Mogul notes that various parties in the Chapter 11 Cases
may challenge these arrangements, transactions, and
relationships, and the outcome of those challenges, if any, may
have an impact on the treatment of various claims under the Plan.
(Federal-Mogul Bankruptcy News, Issue No. 46; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


FIBERMARK INC: September 30 Balance Sheet Upside-Down by $75MM
--------------------------------------------------------------
FiberMark, Inc. (Amex: FMK) reported a net loss of $102.9 million,
or $14.57 per share, for the third quarter ended September 30,
2003, compared with net income of $1.1 million, or $.16 per share,
for the same quarter last year.  Third quarter 2003 results
included a $92.3 million goodwill write down, a non-cash charge
equal to $13.06 per share.

In accordance with SFAS 142, "Goodwill and Other Intangible
Assets," we performed our annual impairment review as of
September 30, 2003.  Based on the current and projected financial
performance of the company's North American operations and an
independent appraisal of the fair market value of assets and
liabilities, the carrying value of goodwill for all acquired
entities located in North America was reduced to zero.

Additionally, the company recorded a pre-tax restructuring charge
of $1.7 million, or $.24 per share, for severance expense, as
announced in July. Approximately $5.4 million of the third quarter
loss, or $.76 per share, was due to the full reserve against tax
benefits on U.S. net operating losses recorded in the quarter.  In
the third quarter of 2002, there were no reserves against tax
benefits that were recognized on the company's U.S. pre-tax loss.

The company also consummated a new $85 million credit facility
November 12, 2003, which provides a significant increase in
available cash for capital expenditures, working capital and
general corporate purposes.  The new credit facility, provided by
GE Capital, is secured by substantially all of FiberMark's U.S.
accounts receivable, inventory and equipment, excluding certain
equipment at our Quakertown, Penn., and Warren Glen, N.J.
facilities that secure two separate term loans, and is also
secured by specific foreign assets.  The facility also provides
borrowing capacity based on the level of profitability of
FiberMark's German businesses.  As of September 30, FiberMark's
pro forma unused borrowing capacity under the new facility was
$51.8 million compared with $28.8 million on the former credit
facility and the capital expenditure sub-facility.  A portion of
the proceeds from the new facility will be used to pay off the
former credit facility as well as related transaction costs.  
Berenson & Company acted as a financial advisor to FiberMark in
connection with this financing.  Further details on the credit
facility will be provided in the company's Form 10-Q filing
November 14, 2003.

Net sales for the third quarter of 2003 were $93.7 million
compared with $97.6 million in the same quarter in 2002, a decline
of 4%.  Sales from German operations were $42.1 million compared
with $37.7 million, an increase of 12%. Excluding the translation
effects of a stronger euro, which accounted for $5.1 million in
sales for the third quarter compared with the prior year quarter,
sales from German operations declined 2%.  North American
operations sales were $51.5 million compared with $59.9 million, a
14% decline.

For the first nine months of 2003, the company reported a net loss
of $116.9 million, or $16.54 per share, compared with net income
of $4.1 million, or $.58 per share, for the prior-year period.  
The absence of tax benefits on U.S. net operating losses recorded
in the first nine months of 2003 accounted for approximately $14.9
million, or $2.11 per share, of the period loss.  In the first
nine months of 2002, tax benefits were recognized on the company's
U.S. pre-tax loss.  Sales for the nine-month 2003 period were
$302.5 million compared with $299.9 million in 2002, a 1%
increase.  Sales for German operations were $138.3 million in the
first nine months of 2003 compared with $112.3 million in the same
period last year, an increase of 23%.  Excluding the translation
effects of a stronger euro, which accounted for $22.7 million in
sales for first nine months of 2003 compared with the prior year
period, sales from German operations increased 3%.  North American
operations sales in 2003 were $164.1 million compared with $187.5
million in 2002, a 13% decline.

At September 30, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $75 million.

"Third quarter sales were positively impacted by German
operations, boosted by foreign exchange translation benefits, as
well as market share gains in automotive filter media and tape
base," said Alex Kwader, chairman and chief executive officer,
adding that the company's German operations had exceptionally
strong results in the corresponding 2002 period. "Our German
operations completed an equipment upgrade during the third quarter
in its transportation filtration business, which entailed an
extended production shutdown.  Although the shutdown reduced third
quarter sales by approximately $1.5 million, early in the fourth
quarter we have already generated expected production rate
increases for this filtration business," Kwader said.  "The
decline in North American operations was primarily due to
continued economic weakness, lower cost substitutes and
discontinued business related to product line divestitures and
facility closures, particularly in technical specialties."  The
December 2002 sale of most of the company's North American
industrial filter media business accounted for $1.1 million of the
decline.

"Higher energy costs negatively impacted results," Kwader added,
"as well as an increase in downtime in the face of weaker North
American sales and our German equipment upgrade.  On a sequential
basis, operating performance improved, with modest efficiency
gains in our New Jersey operations, despite a significant increase
in downtime driven by lower demand and aggressive inventory
reduction efforts and product trial activity related to facility
consolidations," Kwader said.  However, these gains were more than
offset by lower sales volume and increased downtime in the
company's seasonally weakest quarter.

As expected, FiberMark began trading of its common stock on the
American Stock Exchange (AMEX), effective August 8, 2003.

FiberMark, headquartered in Brattleboro, Vt., is a leading
producer of specialty fiber-based materials for industrial and
consumer needs worldwide, operating 11 facilities in the eastern
United States and Europe.

Products include filter media for transportation and vacuum
cleaner bags; base materials for specialty tapes, electrical and
graphic arts applications, wallpaper, building materials and
sandpaper and cover/decorative materials for office and school
supplies, publishing, printing and premium packaging.


FLEXIPAK SALES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Lead Debtor: Flexipak Sales, L.L.C.
             PO Box 300
             Comstock Park, Michigan 49321
             dba Flexipak L.L.C.

Bankruptcy Case No.: 03-13582

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Flexipak International, Inc.               03-13585

Chapter 11 Petition Date: November 7, 2003

Court: Western District of Michigan (Grand Rapids)

Judge: Jeffrey R. Hughes

Debtors' Counsel: Robert F. Wardrop, II, Esq.
                  Wardrop & Wardrop, P.C.
                  The Frey Building,
                  Suite 150
                  300 Ottawa
                  Avenue, N.W.
                  Grand Rapids, MI 49503
                  Tel: 616-459-1225

Estimated Assets: $50,000 to $100,000

Estimated Debts: $1 Million to $10 Million


GENERAL NUTRITION: S&P Assigns Low-B Corp. Credit & Debt Ratings
----------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to General Nutrition Centers Inc. At the same time,
Standard & Poor's assigned its 'B+' rating to the company's
proposed $360 million credit facility. (The bank loan is rated the
same as the corporate credit rating because, under Standard &
Poor's default scenario, lenders would experience a meaningful,
but not full, recovery of principal.) In addition, a 'B-'rating
was assigned to GNC's proposed $190 million senior subordinated
notes due 2010. The outlook is stable. Proceeds of the offerings
will partially finance the acquisition of General Nutrition
Centers by Apollo Management, L.P. from Royal Numico N.V.

"The non-investment-grade ratings on GNC reflect the company's
recent weak operating performance, product liability risk, and
high debt leverage," said Standard & Poor's credit analyst Ana
Lai. "These risks are partly mitigated by GNC's solid market
position in the nutritional supplements industry."

Liquidity is adequate and is mainly provided by cash flow from
operations and full availability under GNC's $75 million revolving
credit facility. Debt amortizations are minimal over the next five
years, and capital spending is limited. Cash flow from operations
and availability under the revolving credit facility are expected
to be sufficient to meet these requirements.

GNC is the largest specialty retailer of nutritional supplements,
with more than 5,000 stores in the U.S. and Canada. The company
also franchises over 1,900 stores. It is vertically integrated,
with its own manufacturing, packaging, and distribution
facilities, supplying about 31% of products sold.


GENESIS HEALTH: Highland Acquires 100K Shares of Common Stock
-------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission on October 28, 2003, Highland Equity Focus Fund, LP
purchased 100,000 shares of Genesis Health Ventures, Inc. common
stock in two separate transactions.  On October 24, 2003,
Highland Equity acquired 50,000 shares of Genesis common stock at
$25.282 per share.  On October 27, 2003, Highland Equity acquired
another 50,000 shares of Genesis common stock at $25.8905 per
share.

James Dondero relates that he may be deemed to have indirect
beneficial ownership of the Genesis shares by virtue of his
position as President of Highland Capital Management, LP, a
Delaware limited partnership and registered investment advisor.  
Highland Equity is an affiliate of Highland Capital.

Highland Capital currently owns a total of 1,552,434 shares.

Mr. Dondero is also a director of Genesis. (Genesis/Multicare
Bankruptcy News, Issue No. 50; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GENTEK INC: Has Until Dec. 29 to Make Lease-Related Decisions
-------------------------------------------------------------
GenTek Inc. and its debtor-affiliates obtained approval from the
Court extending the time within which they must move to assume or
reject their unexpired non-residential real property leases until
the earlier of the effective date of their plan of reorganization
or December 29, 2003.

The Debtors reserve their right to seek further extensions if the
plan is not confirmed by December 29, 2003.  Each lessor under an
unexpired lease has the right to request that the extension
period be shortened for cause with respect to a particular
unexpired lease. (GenTek Bankruptcy News, Issue No. 24; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


HARNISCHFEGER: Beloit Balks at Paul Forrest's $20MM Admin Claim
---------------------------------------------------------------
Feder Della Guardia & Feldman, on behalf of its client Paul R.
Forrest, represented by Steven T. Davis, Esq., at Obermayer
Rebmann Maxwell & Hippel LLP, recounts that beginning in December
2001, it attempted to obtain allowance and payment as an
administrative expense of a contingent, unliquidated claim for
$20,000,000 in the bankruptcy case of Beloit.  Beloit objected --
twice -- and seeks, in part, to disallow the Administrative Claim
as a "no liability" claim.

The Administrative Claim relates to catastrophic postpetition,
personal injuries suffered by Mr. Forrest while working in the
course of his employment for Jefferson Smurfit Corporation on a
gloss calendar machine manufactured by Beloit.  These injuries are
also the subject of a lawsuit currently pending before the United
States District Court for the Eastern District of Pennsylvania.  
In that suit, Mr. Forrest seeks damages in excess of $100,000 for
severe injuries suffered by Forrest on causes of action of strict
liability and negligence against Beloit and HII.

The exact amount of the administrative expense claim against
Beloit is not yet known and will be quantifiable upon final
judgment in the Forrest Suit containing a finding of liability and
damages against Beloit.  This determination must be made by the
District Court for the Eastern District of Pennsylvania as the
Bankruptcy Court does not have jurisdiction to determine personal
injury claims.

Beloit maintains general liability insurance with National Union
Fire Insurance Company of Pittsburgh and has a self-insured
retention of $3,000,000 per occurrence and $9,000,000 annual
aggregate for losses arising out of bodily injury, property
damage, or personal injury. Forrest seeks administrative expense
status for any portion of the damage award in the Forrest Suit
that is not covered and actually paid by applicable insurance
coverage.

The postpetition injuries to Forrest occurred within six months of
the Petition Date, at a time when Beloit was attempting to
reorganize under the Bankruptcy Code.   

                 Tort Claim Has Administrative Status

Section 503(b)(1)(A) of the Bankruptcy Code is broadly interpreted
to include "actual, necessary costs and expenses" that benefit the  
debtor's estate, both directly and indirectly.  Tort claims are
"actual and necessary" in that they arise in the ordinary
operation of business.  The burden of proof of demonstrating
entitlement to an administrative expense is on the claimant.

Determining whether a creditor has an administrative claim is a
two-prong test -- the expense must have:  

       (1) arisen from a postpetition transaction between the  
           creditor and the debtor, and

       (2) the transaction must have been "actual and necessary"  
           to preserve the estate.

(1) Mr. Forrest's Claim arises from a "postpetition" transaction  
    with Beloit.

As a general principal, "only those obligations of a debtor's
estate which arise postpetition . . . are entitled to treatment as  
administrative expenses."  As a threshold issue, Mr. Forrest's
injuries are eligible for administrative expense treatment only if
they are postpetition as opposed to prepetition claims.

Under the Bankruptcy Code's broad definition of "claim," courts
have developed several tests to determine whether certain parties
hold claims:  

       (a) Mr. Forrest has a "claim" within the meaning of the  
           Bankruptcy Code.

Mr. Davis notes there are three applicable judicial approaches:

       (i) the "accrued state law claim test" of In re Frenville  
           Co., 744 F.2d 332 (3rd Cir. 1984)(no claim for  
           bankruptcy purposes until a claim has accrued under  
           state law);  

      (ii) the "conduct test" of Grady v. A.H. Robins Co., 839  
           F.2d 198, 199 (4th Cir.), cert. den., 487 U.S. 1260,  
           109 S.Ct. 201, 101 L.Ed. 2d 972 (1988)(right to  
           payment arises when the conduct giving rise to the  
           to the alleged liability occurred); and  

     (iii) the "prepetition relationship" test articulated by In  
           re Chateaugay Corp., 944 F.2d 977, 1003-04 (2nd Cir.  
           1991)("claims" are recognized only when there is some  
           prepetition relationship with the debtor.).

In the context of products liability under Third Circuit law, the
mere sale of a defective product is not a tort.  The tort occurs
only upon and not until the harm and injury resulting from the
product defect.  As a tort cause of action cannot arise until
there is an actual injury, and the sudden and violent injuries to
Mr. Forrest occurred nearly six months after the Petition Date,
Mr. Forrest's tort cause of action constitutes a postpetition
claim that is eligible for administrative expense status should
the other elements under Section 503 be satisfied.

The Third Circuit in Frenville held that the automatic stay did
not apply to a third-party cause of action against the debtor for  
contribution or indemnity that arose postpetition and could not be
filed before the petition date.  Frenville distinguished the
third-party action before it from contractual indemnification
claims or surety actions where the contingent right to payment
exists when the contract is signed by the parties.  The Third
Circuit reasoned that while a "claim" is defined as being a "right
to payment," the Bankruptcy Code provides no guidance as to when
this right to payment arises.  The Third Circuit concluded that
"while federal law controls which claims are cognizable under the
Code, the threshold question of when a right to payment arises,
absent overriding federal law, 'is to be determined by reference
to state law.'"  

The "principles of Frenville may be seamlessly applied to the
facts at bar," Mr. Davis argues, to determine that Mr. Forrest's
injuries constitute postpetition claims.  The contractual
obligation undertaken by a surety or guarantor immediately becomes
a contingent right to payment.  By contrast, in the tort context,
the legal obligation does not exist until there is an injury,
since for there to be some obligation under tort law, there must
be some type of injury.

The Third Circuit in Frenville speculated that if there were some  
overriding federal policy, like a bankruptcy case stemming from a
mass tort like exposure to asbestos, there may be justification
for the court to develop federal law regarding the concept of
claims.  However, the Beloit bankruptcy does not have any of the
hallmarks of either a mass-tort case or latent injury case that
might justify the application of a broader concept of "claim."   

                      Actual Injury Required

The focus of the Third Circuit in Frenville on the definition of  
"claim" and its importance of in other related provisions of the  
Bankruptcy Code has led to the expansion of the application of the  
principles of the case beyond merely the automatic stay.  In a
case determining when asbestos-related injuries arising from
prepetition exposure became a claim that was subject to discharge
in bankruptcy, the Third Circuit held that despite the plaintiff's
prepetition relationship with the debtor and sub-clinical injuries
resulting from asbestos exposure, there was no claim in the
bankruptcy since, as of the petition date there was no compensable
injury and, therefore, no cause of action in tort.

Actual loss or damage resulting to the interests of another is a  
necessary element of negligence cause of action.  The threat of
future harm, not yet realized, is not enough.  Negligent conduct
in itself is not such an interference with the interests of the
world at large that there is any right to complain of it, or to be
free from it, except in the case of some individual whose
interests have suffered.

While the Third Circuit was interpreting a provision of the former  
Bankruptcy Act in determining whether a debtor's former employee's
tort claims were discharged as well a determining the existence of
tort liability under the Federal Employers' Liability Act, the
Court found the Frenville reasoning to be applicable.  Further, in
addressing whether the claims in question were "contingent claims"
that would fall within the Bankruptcy Code's definition of a
claim, the Third Circuit, citing Frenville, reasoned that before
one can have an "interest" that is cognizable as a contingent
claim, "one must have a legal relationship relevant to the
purported interest from which that interest may flow."  "There is
no legal relationship, however, between a tortfeasor and a tort
victim until a tort actually has occurred."  

Despite the urgings of Beloit, a claim does not arise in the Third  
Circuit where the prepetition actions of the debtor result only in  
postpetition injuries.  Regardless of the breadth of the equity  
provisions of Section 101(5), "it still requires a 'claim' and not  
simply an 'act done by the debtor'."  

While the issue in Frenville focused on when a claim arises in  
connection with the imposition of the automatic stay, the decision
has had wide influence and, within the Third Circuit, its
rationale controls the determination of claim status in other
bankruptcy contexts, including whether a claim arises postpetition
for administrative expense eligibility.  

While the Frenville decision has been questioned by other courts,
it remains precedent in the Third Circuit.  As recently as 2000,
the Third Circuit stated, "[w]e are cognizant of the criticism the
Frenville decision has engendered, but it remains the law of this
circuit."

The "threshold requirement" of determining whether a creditor has
a "claim" for bankruptcy purposes is whether the creditor has a
cause of action under state law.  Further, courts within and
outside the Third Circuit have found that postpetition tort
injuries or postpetition injuries that arise from the use of
debtor's products do not give rise to a claim under Section 101(5)
as there is "no right to payment" as of the petition date.

                    Pennsylvania Law Controls

Under non-bankruptcy law, Mr. Forrest's claims did not arise until
the postpetition occurrence of his injuries.  Pennsylvania law
controls the determination of Forrest's tort claim -- Mr. Forrest
is a Pennsylvania resident; Beloit shipped the gloss calendar
machine to his Philadelphia-based employer; and the injuries
occurred in Philadelphia. Under Pennsylvania law, a claim for
products liability and negligence must establish that the
defendant designed, sold or manufactured a product that was
defective or dangerous and that the plaintiff was injured as a
result of the defect.  Thus, as Mr. Forrest had "no right to
payment" until his injuries actually occurred, he possesses a  
postpetition claim that is eligible for administrative claim
status.

       (b) Mr. Forrest's claims meet the postpetition  
           "transaction" requirement of 11 U.S.C.  503.

The requirement that the administrative expense arise from a  
postpetition transaction with the debtor-in-possession is
fulfilled when there was a postpetition failure to warn that
relates to the tort injuries.  Mr. Forrest was injured
postpetition when operating the gloss calendar machine
manufactured by Beloit.  The Amended Complaint alleges that Beloit
failed to warn Mr. Forrest of the dangerous nature of the gloss
calendar machine.  The first prong for establishing the right to
an administrative expense is satisfied:

       It must be concluded that a manufacturing debtor who is  
       found liable under state tort law for omitting a   
       postpetition duty to warn about a product dangerously  
       designed and manufactured prepetition would be liable  
       under a cognizable "transaction" with a   
       debtor-in-possession so closely related to and supportive  
       of the operation of the postpetition business.

Beloit had a continuing duty to warn Forrest of the dangerous
nature of the gloss calendar machine that existed postpetition up
and until the occurrence of his injuries.  Thus, Beloit's failure
to properly warn constitutes a sufficient "transaction" adequate
to meet this element of an administrative expense.

(2) Mr. Forrest's Administrative Claim is an "actual, necessary  
    cost and expense of preserving the estate."

Mr. Forrest does not assert the right to an administrative expense  
merely because his claim and right to payment arose postpetition;
his overall postpetition transactions with Beloit's products not
only benefited the estate, his injuries resulted from the
continued business operations of Debtors.  While not found
expressly in the statute, an administrative expense may be found
where it confers a "benefit" to the estate.  An expense that
arises from the debtor's postpetition negligence or continued
business operations nevertheless constitutes an administrative
expense even though there is no corresponding benefit to the
estate.  Both of these standards are met here.

       (a) The continued postpetition use of a debtor's  
           products is judicially recognized as conferring a  
           benefit upon the estate.

An expense necessary for preserving the estate generally is
expected to provide some "benefit" to the estate.  An expense is
administrative only if it arises out of a transaction between the
creditor and the bankrupt's trustee or debtor in possession and
"only to the extent that the consideration supporting the
claimant's right to payment was both supplied to and beneficial to
the debtor-in-possession in the operation of the business."  It
has been judicially recognized that a debtor-in-possession
benefits by the continued confidence of the public of its goods:  

       "That confidence carries with it a business expectation"  
       that the products are reasonably safe and that known  
       dangers will be disclosed.  So long as the   
       debtor-in-possession continues in operation and sales, it  
       benefits from such business confidence and the resulting   
       goodwill of its customers.  If there was a duty to warn   
       [plaintiff], the omission to do so was also a breach of  
       that confidence of current customers and product users  
       which has kept the Debtor alive and growing in Chapter  
       11."

Mr. Forrest continued to use the gloss calendar machine after the  
Petition Date, during which time Beloit was attempting to
reorganize and, ultimately, maximizing the value of its assets
through its sale to a third party.  In connection with its
reorganization efforts and the preservation of the value of its
assets, the Beloit estate benefited from the continued confidence
of the public in general, and Mr. Forrest in particular, in the
safety and fitness of its manufactured products. Thus, the
injuries suffered by Mr. Forrest that resulted, in part, from that
continued confidence, as well as Beloit's failure to warn,
constitute a "benefit" to the estate giving rise to an allowable  
administrative expense.

       (b) An expense that results from debtor's negligence or  
           the continued operations of debtor that does not  
           confer a benefit, nevertheless is entitled to   
           administrative expense status.

Allowable administrative expenses include "the actual, necessary
costs of preserving the estate. . . ."  Those "actual and
necessary" costs include costs ordinarily incident to the
operation of a business and are not limited to costs without which
rehabilitation would be impossible.  Certain costs that do not
necessarily benefit the estate or help preserve the estate are
nevertheless administrative expenses entitled to priority status
if, in consideration of fundamental fairness, those costs relate
to harm caused by the debtor-in-possession, including torts
committed postpetition or postpetition statutory violations.  The
costs of insurance against tort claims arising during a
reorganization are clearly administrative expenses and the claims
against which the insurance is obtained should likewise be payable
in full as administrative priority claims.  Tort claims arising  
during the reorganization period have generally been given the
priority status of general administrative expenses.
  
The allowance of Mr. Forrest's Administrative Claim would be
consistent with public policy objectives.  If injuries involving
postpetition use of products manufactured by the debtor which
involve a continuing duty to warn are not afforded administrative
expense priority, debtors-in-possession will have no incentive to
communicate warnings regarding the safety of products manufactured
prepetition since there would be no adverse economic
ramifications.

The availability of administrative expense status for claims
arising from postpetition torts is designed to promote continued
business dealings with the reorganizing debtor.  "Without a
guarantee of first-priority payment, third parties would not deal
with a business in Chapter 11 reorganization, and the goal of
rehabilitation could not be achieved."  

Mr. Forrest asserts that Beloit failed in its postpetition duty to
warn him, and similarly situated persons, of the dangerous nature
of the gloss calendar machine.  Accordingly, if administrative
expense status for postpetition injuries of the type suffered by
Forrest is not recognized, workers will be reluctant to use
potentially hazardous equipment manufactured by debtors.  Such a
public rejection would potentially have a negative impact on the
debtor-in-possession's general business reputation, jeopardizing
future sales and debtor's reorganization efforts or, in the event
of liquidation, depressing the value of a debtor's assets.

Mr. Forrest's injuries were a proximate result of Beloit's failure
to provide him with appropriate postpetition warnings and
directions regarding the dangerous condition of the gloss calendar
machine.  Thus, the injuries suffered by Mr. Forrest relate to
Beloit's continued operations giving rise to an allowable
administrative claim against the estate.  Mr. Forrest continued to
use the gloss calendar machine postpetition in reliance that, in
the absence of any warnings from Beloit, the machine was safe to
use.  Thus, both the "benefit test" and "post-petition negligence
exception" are satisfied.

(3) Even under the standards that Beloit urges the Court to  
    apply, Mr. Forrest has an Allowable Administrative Expense.

Recognizing that the application of the Third Circuit standard,
which provides that a "claim" does not arise in bankruptcy until
there is a "right to payment" under state law, would result in the
inevitable determination that Mr. Forrest's tort injuries
constitute postpetition rather than prepetition claims, Beloit
asks the Court to apply the standards of other jurisdictions in a
misplaced effort to have his postpetition injuries deemed
prepetition claims to defeat his right to an allowable
administrative claim.  However, the public policy considerations
and factual underpinnings of those cases adopting a broader
definition of claim do not exist here and, as such, there is no
reason to deviate from the precedent of the Third Circuit in  
determining that Mr. Forrest has a postpetition claim eligible for  
postpetition status.

In determining when a claim arises for bankruptcy purposes, some
courts have applied what is known as the "conduct test," under
which a claim and a right to plan payment arise when conduct
giving rise to the alleged liability occurred.  Unlike the facts
in Mr. Forrest's case, many of the cases that apply the "conduct"
test involve some prepetition physical contact between the victim
and the product that results in prepetition latent or hidden
injuries that are not manifest or revealed until after the
Petition Date.

The conduct test may be well suited to the mass-tort context where
the prepetition conduct on the part of the debtor causes an injury
that does not manifest itself or is discovered until after the
Petition Date.  Further, the conduct test allows more of the
debtor's legal obligations to be administered through the
bankruptcy proceeding and such a test may be appropriate in such
contexts because the prepetition conduct that initiated the
commencement of the injury both occurred prepetition.   

Those courts that apply a relationship test appear to require
"some" type of prepetition contact, privity, impact, or exposure
between the debtor and the claimant.  Those courts have been
unclear in articulating what sort of relationship is required in a
given context.  The significance of prepetition exposure should
only apply in the tort context where the exposure is to an
inherently toxic product that immediately creates a contingent or
unmatured right to payment.  The District Court in Piper struggled
with a workable application and definition of the relationship
test, stating that the Bankruptcy Court did not actually define
the phrase "prepetition relationship" providing, instead, four
non-exclusive examples of a prepetition relationship -- contact,
exposure, impact or privity -- and concluding that the legislature
and not the judiciary is better equipped to determine who may hold
claims under the Bankruptcy Code.

Under the relationship model, the right to payment is contingent
on the manifestation of the injury that occurred upon exposure
into an injury recognized under state law.  Thus, a claim should
exist only where the exposure occurs and simultaneously creates
the injury.  This model is also inapplicable to the facts in Mr.
Forrest's case.

In seeking the disallowance of Mr. Forrest's administrative claim,  
Beloit ventures beyond the present jurisdiction and asks the Court
to apply the standards set forth in Piper Aircraft Corp, 169 B.R.
766 (Bankr. S.D.Fla. 1994) and In re Pettibone Corp. (Ramirez), 90
B.R. 918 (Bankr. N.D.Ill 1988).  In Pettibone, the court was faced
with determining whether a forklift operator injured postpetition
on an allegedly defective forklift manufactured and sold
prepetition by the debtor-manufacturer is nevertheless "deemed" to
have a claim that "arose before the commencement of the case,"
even though the claimant's cause of action had not yet accrued
under non-bankruptcy law.  In acknowledging a variety of judicial
approaches in determining the status of unaccrued tort claims, the
Pettibone Court cited the Third Circuit standard of Frenville for
the proposition that "a claim arises only when a cause of action
arises under state law" and that "[i]f that were the only
precedent, it would decide this case."  However, the court in
Pettibone, without the benefit of valid Third Circuit precedent,
needed to conduct further analysis to reach its decision.

In applying the so-called relationship test, the Pettibone Court
found the postpetition injuries to constitute postpetition claims
in the total absence of any prepetition contact between the debtor
and the injured forklift operator, who only began his employment
after the filing of the petition.  Beloit mistakenly cites
Pettibone for the proposition that, under that analysis, Mr.
Forrest's prepetition exposure to the gloss calendar machine
necessarily results in the postpetition injury being deemed a
prepetition claim.  The Pettibone opinion is ambiguous as to
exactly how much prepetition contact is necessary under the
relationship test to result in a postpetition injury being deemed
to have occurred prepetition and, as a result, is not of any
assistance in determining the matter at bar.  It is important to
note that Pettibone, because such facts were not before it,
specifically declined to opine whether a party endangered by a
defective product prepetition through contractual privity, use or  
otherwise but is not injured until post-petition has an unaccrued
claim under Section 101(5).  "That question will be left for
resolution in some future case that poses those facts. . . .  But
judicial construction of the breadth of  101(5) must be based on
specific fact situations in cases presented."  

The significance of a "relationship" involving prepetition
exposure should apply only in the tort context where the exposure
is to an inherently injurious product that creates a legal
obligation that constitutes a contingent or unmatured right to
payment.  In such circumstances, the right to payment is
contingent on the manifestation of the injury and the claim
appropriately exists when exposure occurs and simultaneously
creates an injury.  

Here, Mr. Forrest suffered no injury in connection with his
limited prepetition use of the gloss calendar machine.  The
arbitrary and ambiguous relationship test, which is relevant only
to the extent that the relationship gives rise to a legal
obligation, simply does not apply under the facts of Mr. Forrest's
case.

Pettibone supports the entitlement of an administrative expense
for tort injuries that occur postpetition.  In Pettibone, the
plaintiff asserted claims that the forklift was negligently
designed, which flows to the debtor's prepetition conduct, as well
as claims based on the failure to warn, which went to the debtor's
prepetition actions.  In addressing the plaintiff's rights to an
administrative claim, the Pettibone court concluded that if the
plaintiff were to prevail on his postpetition failure to warn,
such failure would constitute a sufficient postpetition
"transaction" because its duty and omission impacted him during
the reorganization.  In discussing the benefits to the estate of
continued use and confidence of the public in a debtor's products,
the Pettibone court stated:

       The debtor-in-possession benefited by the continued
       confidence in its products by purchasers of its  
       postpetition products.  That confidence carries with it  
       a business expectation that the products are reasonably  
       safe and that known dangers will be disclosed.  So long
       as a debtor-in-possession continues in operation and  
       sales, it benefits from such business confidence and  
       the resulting goodwill of its customers.  If there was a  
       duty to warn [plaintiff], the omission to do so was also  
       a breach of that confidence of current customers and  
       product users which has kept the Debtor alive and growing  
       in Chapter 11.

       It must be concluded that a manufacturing debtor who is  
       found liable under state tort law for omitting a   
       postpetition duty to warn about a product dangerously  
       designed and manufactured prepetition would be liable  
       under a cognizable "transaction" with the   
       debtor-in-possession so closely related to and supportive  
       of the operation of the postpetition business. . . .

Mr. Forrest has asserted that Beloit failed to properly warn of
the dangers of the gloss calendar machine.  Even under the
Pettibone "relationship" analysis that Beloit asks the Court to
adopt, a claim for failure to warn, if established, properly forms
the basis of an administrative expense claim.  However, the
relationship test of Pettibone would be inapplicable in the Third
Circuit.

Thus, even under these two cases that Beloit wants the Court to
apply, Forrest has a clear right to an administrative expense for
damages arising from Beloit's postpetition failure to warn.
(Harnischfeger Bankruptcy News, Issue No. 69; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


HARRAH'S ENTERTAINMENT: Promotes 3 Senior Management Executives
---------------------------------------------------------------
Harrah's Entertainment, Inc. (NYSE: HET) is promoting three
members of its senior management team to facilitate the planned
integration of Horseshoe Gaming Holding Corp. into the Harrah's
hotel-casino portfolio.

The reorganization will not affect financial reporting by Harrah's
Entertainment.

Anthony Sanfilippo, currently president of Harrah's Western
Division, will assume a similar role at the company's new Central
Division, which will consist of Harrah's and Horseshoe brand
properties in Louisiana, Mississippi and Indiana.

The Central Division headquarters will be established at the
company's Corporate Services facilities in Memphis, where Harrah's
currently employs more than 350 people.

"I look forward to returning to Memphis and am excited about the
opportunity to help the very successful Horseshoe properties join
the Harrah's family," Sanfilippo said. Sanfilippo has vast
experience in Mississippi and Louisiana gaming markets, and played
a significant role in Harrah's New Orleans' exceptional growth
over the past two years.  He was also instrumental in Harrah's
acquisition of the Louisiana Downs thoroughbred racetrack last
year.

Tom Jenkin, currently senior vice president of Southern Nevada
operations, will be promoted to president of the new Western
Division, which will include the company's Nevada properties, as
well as Harrah's Ak-Chin in Arizona and Harrah's Rincon in
California.

Marilyn Winn, currently corporate senior vice president of human
resources, will be promoted to senior vice president of Las Vegas
operations, which include Harrah's Las Vegas and the Rio.

Carlos Tolosa will remain president of the company's Eastern
Division.

The promotions will become effective January 1, 2004, or, if
later, upon receipt of regulatory approvals.  The acquisition is
expected to close in the 2004 first half, subject to regulatory
approvals.

"The successful integration of Horseshoe Gaming -- at $1.45
billion the largest acquisition in our company's history -- will
require that we capitalize on the managerial talents and
experience of our senior executives, as well as the support of the
employees of both companies," said Tim Wilmott, Harrah's
Entertainment's chief operating officer.

"Anthony Sanfilippo has vast experience in Louisiana and
Mississippi and played a significant role in the exceptional
performance of Harrah's New Orleans in the past two years,"
Wilmott said.  "I'm confident he will enhance the growth prospects
for our Central Division Harrah's brand properties and direct a
successful integration that will preserve the value proposition
Horseshoe customers have come to expect.

"Tom Jenkin has an extraordinary track record in Southern Nevada
and has succeeded in making these properties among the most
profitable in the company," Wilmott said.  "In addition to
developing and implementing human-resources systems that have
received widespread recognition and reduced employee turnover,
Marilyn Winn has held a number of senior operations
positions, including serving as general manager of Harrah's
Shreveport.

"We feel very strongly about developing our own talent and
promoting from within," Wilmott said.  "It is that philosophy that
enables us to draw upon the talents of people such as Anthony,
Carlos, Tom and Marilyn, whose executive experience and commitment
to excellence will benefit our customers, employees, communities
and shareholders."

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


H.C. CO: Wants Extension through Dec. 22 to File Schedules
----------------------------------------------------------
H.C. Co., Inc., and its debtor-affiliates are seeking an extension
of time from the U.S. Bankruptcy Court for the District of New
Jersey, to file their schedules of assets and liabilities,
statements of financial affairs and lists of executory contracts
and unexpired leases required under 11 U.S.C. Sec. 521(1).  

Due to the magnitude and complexity of the Debtors' business and
operations, the Debtors have not yet completed the Schedules and
Statement of Financial Affairs, and the emergent nature of other
pre-filing matters. Although the Debtors have commenced the
process of gathering the information needed to prepare the
required statements, lists and schedules, it is not likely that
the compilation of all of the information required to be set forth
in these statements can be completed and filed within the time
provided by the Federal Rules of Bankruptcy Procedure and Local
Bankruptcy Rules.

Further, the Debtors were required to terminate their prior
controller because of its the failure to maintain accurate,
current and complete financial books and records. This has further
complicated the process of preparing the Schedules and Statements
of Financial Affairs, as well as financial statements.

Consequently, the Debtors are asking the Court to give them until
December 22, 2003 to complete and file their Schedules and
Statements.

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.


IMAX CORP: Commences Tender Offer for 7-7/8% Senior Notes
---------------------------------------------------------
IMAX Corporation (Nasdaq: IMAX; TSX:IMX) has commenced an offer to
purchase for cash all of its outstanding $152.8 million principal
amount of 7-7/8 % Senior Notes due 2005.

IMAX Corporation is also soliciting consents from the holders of
the Senior Notes to approve certain amendments to the indenture
under which the Senior Notes were issued. The tender offer is
subject to various conditions including the receipt of consents
necessary to approve the amendments to the indenture governing the
Senior Notes.

The tender offer will expire at 9:00 a.m., New York City time, on
December 11, 2003, unless extended or earlier terminated by IMAX
Corporation. The total consideration to be paid to holders that
tender their Senior Notes and deliver their consents prior to 5:00
p.m., New York City time, on November 20, 2003, will be equal to
$1,019.69 per $1,000 principal amount of the Senior Notes, which
includes a consent payment of $2.50 per $1,000 principal amount of
the Senior Notes. Holders that tender their Senior Notes after
5:00 p.m. on November 20, 2003, and prior to the expiration of the
tender offer will receive $1,017.19 per $1,000 principal amount of
the Senior Notes. The consents being solicited will eliminate
substantially all of the covenants and certain events of default.

IMAX Corporation intends to redeem all Senior Notes not tendered
and accepted for payment shortly after the expiration or
termination of the tender offer at a redemption price of $1,019.69
for each $1,000 principal amount of the Senior Notes, plus accrued
and unpaid interest to, but not including, the redemption date.

Information regarding the pricing, tender and delivery procedures
and conditions of the tender offer and consent solicitation is
contained in the Offer to Purchase and Consent Solicitation
Statement dated November 12, 2003, and related documents. Copies
of these documents can be obtained by contacting MacKenzie
Partners, Inc., the information agent, at (800) 322-2885 (toll
free) or (212) 929-5500 (collect). Credit Suisse First Boston is
the exclusive dealer manager and solicitation agent. Additional
information concerning the terms and conditions of the tender
offer and consent solicitation may be obtained by contacting
Credit Suisse First Boston at (800) 820-1653 (toll free) or (212)
325-3175 (collect) or (416) 352-4506 (Canadian residents collect).

IMAX Corporation also announced that it intends to sell, on a
private placement basis, in the United States pursuant to Rule
144A under the Securities Act of 1933, as amended and in certain
Canadian provinces, up to $160.0 million aggregate principal
amount of senior notes with a proposed maturity of 2010. IMAX
intends to use the proceeds of this offering to pay the
consideration under this tender offer and consent solicitation.
The tender offer is conditional on the completion of this
offering. These notes have not been, and will not be registered
under the Securities Act or any state securities laws, and may not
be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements.

Founded in 1967, IMAX Corporation (S&P, CCC+ Corporate Credit
Rating, Positive Outlook) is one of the world's leading
entertainment technology companies. IMAX's businesses include the
creation and delivery of the world's best cinematic presentations
using proprietary IMAX and IMAX(R) 3D technology, and the
development of the highest quality digital production and
presentation. IMAX has developed revolutionary technology called
IMAX DMR (Digital Re-mastering) that makes it possible for any
35mm film to be transformed into the unparalleled image and sound
quality of The IMAX Experience(R). The IMAX brand is recognized
throughout the world for extraordinary and immersive family
experiences. As of September 30 2003, there were more than 235
IMAX theatres operating in 35 countries.


IMMTECH INT'L: Will Hold Annual Shareholders' Meeting in January
----------------------------------------------------------------
The Annual Meeting of Stockholders of Immtech International, Inc.
will be held in January 2004 at a time and date yet to be
announced.  The Meeting will be held at the American Stock
Exchange, 86 Trinity Place, New York, NY 10006, for the following
purposes:

-   Election of Directors - to elect seven directors to serve
    until the next annual meeting of the stockholders and until
    their successors are elected and qualified or their earlier
    resignation, removal, disqualification or death,;

-   Proposal No. 1 - to approve a two-for-one stock split of the
    Company's common stock;

-   Proposal No. 2 - to approve amendments to and a restatement of
    the Company's Certificate of Incorporation substantially in
    the form which will be attached as Appendix "A" to the Proxy
    Statement, to effect the following,

            a.    increase the authorized common stock of the
                  Company from 30 million to 100 million shares,

            b.    generally update the current Certificate of
                  Incorporation, as amended, to reflect current
                  Delaware law,

            c.    to incorporate into one document previously
                  filed amendments to the Certificate of
                  Incorporation, and

            d.    to file with the Delaware Secretary of State an
                  amended and restated Certificate of
                  Incorporation reflecting all of the above;

-   Proposal No. 3 - to ratify the selection of Deloitte & Touche
    LLP as the Company's independent auditors for the fiscal year
    ending March 31, 2004; and

-   to transact such other business as may properly come before
    the Annual Meeting or any adjournment or postponement thereof.

Immtech International, Inc. is a pharmaceutical company focused on
the commercialization of oral treatments for infectious diseases
such as pneumonia, fungal infections, malaria, tuberculosis,
hepatitis and tropical diseases such as African sleeping sickness
and Leishmania.  The Company has worldwide, exclusive rights to
commercialize a dicationic pharmaceutical platform from which a
pipeline of products may be developed to target large, global
markets.  For further information, visit Immtech's Web site at
http://www.immtech.biz   

                           *   *   *

As previously reported, since inception, the Company has incurred
accumulated losses of approximately $41,466,000. Management
expects the Company to continue to incur significant losses during
the next several years as the Company continues its research and
development activities and clinical trial efforts.  There can be
no assurance that the Company's continued research will lead to
the development of commercially viable products.  Immtech's
operations to date have consumed substantial amounts of cash.  The
negative cash flow from operations is expected to continue in the
foreseeable future. The Company will require substantial funds to
conduct research and development, laboratory and clinical testing
and to manufacture (or have manufactured) and market (or have
marketed) its product candidates.

Immtech's working capital is not sufficient to fund the Company's
operations through the commercialization of one or more products
yielding sufficient revenues to support the Company's operations;
therefore, the Company will need to raise additional funds. The
Company believes its existing unrestricted cash and cash
equivalents and the grants the Company has received or has been
awarded and is awaiting disbursement of, will be sufficient to
meet the Company's planned expenditures through July 2003,
although there can be no assurance the Company will not require
additional funds. These factors, among others, indicate that the
Company may be unable to continue as a going concern.

The Company's ability to continue as a going concern is dependent
upon its ability to generate sufficient funds to meet its
obligations as they become due and, ultimately, to obtain
profitable operations. Management's plans for the forthcoming
year, in addition to normal operations, include continuing their
efforts to obtain additional equity and/or debt financing, obtain
additional grants and enter into various research, development and
commercialization agreements with other entities.


INT'L FUEL: Auditors Doubt Co.'s Ability to Continue Operations
---------------------------------------------------------------
International Fuel Technology's financial statements are presented
on the going concern basis, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of
business. IFT has incurred significant losses since inception and
has previously had limited funds with which to operate. Management
is in the process of executing a strategy based upon developing
pollution emission control technologies that also offer enhanced
engine performance with respect to greater fuel economy. IFT has
several technologies in the commercialization phase and in
development, and may seek to add other technologies through
acquisitions. IFT has received necessary regulatory and commercial
acceptance for its products currently in the commercialization
phase. During the first quarter of 2002, IFT began selling its
products directly to the commercial marketplace. IFT expects to
begin licensing its products and increasing its direct sales to
the marketplace, with IFT eventually generating a level of
revenues sufficient to meet IFT's working capital requirements.
While management cannot make any assurance as to the accuracy of
its projections of future capital needs, it is anticipated that a
total of $400,000 over the final quarter of the 2003 fiscal year
will be necessary in order to enable the Company to meet its
capital needs. Management believes the October 2003 proceeds from
its financing from R.C. Holding Company will be used as follows:
$25,000 for commercial fleet testing programs, $75,000 for
professional fees and marketing, $250,000 for salary expenses and
$50,000 working capital for administrative and other capital
needs, including investigation of future acquisitions, if any.

IFT has developed a family of fuel blends that have been created
through the use of proprietary fuel additives. IFT is now in the
process of patenting the fuel additives and resulting fuel blends
as part of its efforts to commercialize these fuel blends. The
individual fuel blends incorporating the IFT additive formulations
include base fuel with additive only, base fuel with kerosene,
base fuel with biodiesel, base fuel with ethanol, and base fuel
with an urea/water solution. IFT seeks to commercialize these fuel
blends on a global basis through the use of strategic partnerships
with a variety of targeted companies including fuel refiners,
distributors of fuel additives, Original Equipment Manufacturers,
and other companies.

A critical component of management's operating plan impacting the
continued existence of IFT is the ability to obtain additional
capital through additional debt and/or equity financing.
Management does not anticipate that IFT will generate a positive
internal cash flow until such time as IFT can generate revenues
from license fees from its products, which may take the next few
years to realize. If IFT cannot obtain the necessary capital to
pursue its business plan, IFT may have to cease or significantly
curtail its operations. This would materially impact its ability
to continue as a going concern. The independent auditor's reports
included with the financial statements filed in IFT's 2002 Annual
Report, filed with the Securities and Exchange Commission on
April 1, 2003 indicates that there is a substantial doubt that IFT
can continue as a going concern.


IT GROUP: Plan-Filing Exclusivity Intact through January 8, 2004
----------------------------------------------------------------
Except with respect to the Official Committee of Unsecured
Creditors, the IT Group Debtors have the exclusive right to file a
plan through and including January 8, 2004; and to solicit
acceptances of that plan until February 5, 2004.  (IT Group
Bankruptcy News, Issue No. 36; Bankruptcy Creditors' Service,
Inc., 215/945-7000)  


J.A. JONES: Six-Member Official Creditors' Committee Appointed
--------------------------------------------------------------
The United States Trustee appointed 6 creditors to serve on an
Official Committee of Unsecured Creditors in J.A. Jones, Inc.'s
Chapter 11 cases:

       1. Resort at Summerlin, Inc.
          Attn: Phillip S. Lorenzo
          Baker & Hostatler, LLP
          303 East 17th Avenue, Suite 1100
          Denver, Colorado 80203

       2. Piedmont Mechanical, Inc.
          Attn: L. Holmes Eleazar, P.A.
          831 East Morehead St., Suite840
          Charlotte, North Carolina 28202-2726

       3. Gary Foster
          CITGO Asphalt Refining Company
          6120 S. Yale
          Tulsa, Oklahoma 74136
          Attn: Mail Drop 1116 OWP

       4. T. Michael Rarhburn
          Associate General Counsel
          American Appraisal Associates, Inc.
          411 East Wisconsin Avenue, Suite 1900
          Milwaukee, Wisconsin 53202

       5) Michael S. Wansor
          JCM Associates, Inc.
          301C Prince Georges Blvd.
          Upper Marlboro, Maryland 20732

       6) James G. Hatton
          BCI, Inc.
          c/o Joseph W. Moss, Jr.
          Bishop, Capitano & Abner, PA
          4521 Sharon Road, Suite 350
          Charlotte, North Carolina 28211

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 Charlotte, North Carolina, J.A. Jones, Inc. was
founded in 1890 by James Addison Jones, J.A. Jones is a subsidiary
of insolvent German construction group Philipp Holzmann and a
holding company for several US construction firms. The Company
filed for chapter 11 protection on September 25, 2003 (Bankr.
W.D.N.C. Case No. 03-33532).  John P. Whittington, Esq., at
Bradley Arant Rose & White LLP and W. B. Hawfield, Jr., Esq., at
Moore & Van Allen represent the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed debs and assets of more than $100 million
each.


JACK IN THE BOX: Reports Slight Improvement in 4th-Quarter Results
------------------------------------------------------------------
Jack in the Box Inc. (NYSE: JBX), operator and franchisor of Jack
in the Box(R) and Qdoba Mexican Grill(R) restaurants, reported
earnings of $16.4 million in the fourth quarter ended Sept. 28,
2003, compared with $14 million in the fourth quarter a year ago.
Earnings per diluted share in the quarter were 45 cents compared
with 35 cents last year. This was 4 cents below forecast due to an
unusual charge of $2.6 million, or $1.7 million after tax, related
to lease-assumption obligations on five sites arising from the
recent bankruptcy of the Chi-Chi's restaurant chain, previously
owned by the company. The company does not anticipate any
additional future charges from the Chi-Chi's bankruptcy. Excluding
this charge, earnings per diluted share in the quarter were 49
cents, as forecast. Fiscal 2002 earnings included unusual charges
totaling of $15.7 million, or $10.4 million after tax, related to
a legal settlement and store closures.

In fiscal 2003, net earnings were $73.6 million compared with $83
million a year ago. Earnings per diluted share in fiscal 2003 were
$1.99 compared with $2.07 in 2002. Excluding the previously
described unusual charges in both years, earnings per diluted
share were $2.04 in fiscal 2003, as forecast, versus $2.33 in the
prior year. Diluted weighted average shares outstanding for fiscal
2003 were 37.0 million versus 40.1 million for fiscal 2002,
primarily due to the repurchase of 2.6 million shares during the
year.

The company affirmed its earnings-per-diluted-share guidance of
$.53 for the first quarter and $1.68 for the 53-week year of
fiscal 2004.

"2003 was a pivotal year for Jack in the Box as we addressed
continued pressures facing our industry," said Chairman and CEO
Robert J. Nugent. "We began the year by announcing a long-term
plan to transform Jack in the Box from a regional quick-serve
chain to a national restaurant company, largely through a
multifaceted growth strategy. Key to this strategy are our plans
to continue to add Jack in the Box restaurants; grow our
proprietary convenience-store concept, Quick Stuff(R); grow our
Qdoba Mexican Grill(R) subsidiary, a leading quick-casual chain
acquired in January; and expand our franchising activities to
improve margins and returns on capital.

"In September, we updated this strategic plan to include a three-
to five-year program to re-invent the Jack in the Box brand, based
upon results of unit and market tests that will be conducted
during fiscal 2004. We intend to position our chain to set a new
standard of excellence in QSR through significant improvements to
our menu, guest service and restaurant facilities. As an example,
Jack's Ultimate Salads(TM), introduced in April, were the first of
several innovative products that will be part of our upgraded
menu. Our goal is to provide a better, more unique experience for
our core customers, as well as attract more women, people older
than the typical fast-food consumer, and those who might not
otherwise choose to visit a QSR."

In October, Jack in the Box introduced Chicken Breast Strips,
which are made with all-white meat sliced from whole chicken
breasts, and customer response has been very positive. Jack in the
Box will also add two new premium products during the first
quarter -- a roasted turkey sandwich and a club sandwich, both
served on hearth-baked rolls and featuring high-quality, fresh
ingredients.

The company saw continued improvement in its restaurant operations
during the year, as evidenced by the chain's high ranking in QSR
Magazine's recent "Best Drive-Thru in America" study. Based on
service time, order accuracy, menu appearance and drive-thru
speaker clarity, Jack in the Box tied for fifth overall among all
QSR chains, a significant improvement from its finishing 10th
place in 2002, 13th in 2001 and 20th in 2000.

Jack in the Box restaurants posted an increase in same-store sales
of 0.9 percent in the fourth quarter, as forecast, compared with a
2.7 percent decrease in last year's fourth quarter. For the year,
same-store sales decreased 1.7 percent, as forecast, compared with
a 0.8 percent decrease in fiscal 2002.

Consolidated company restaurant sales in the fourth quarter
increased 4.3 percent to $442.5 million, and for the year were 2.3
percent higher, at $1.86 billion.

Distribution and other sales were $30.4 million in the quarter
versus $20.3 million last year, and were $108.7 million in the
fiscal year versus $77.4 million in 2002, primarily due to an
increase in the number of new Quick Stuff sites, as well as higher
fuel sales and distribution sales to franchisees.

Other revenues in the quarter were $5.6 million, primarily from
the conversion of eight restaurants to franchises, compared with
$7.2 million in last year's fourth quarter, also related to eight
restaurant conversions. For the year, the company reported $31
million in other revenues, primarily from 36 restaurant
conversions, compared with $20.1 million in 2002, related to 22
conversions. Total revenues for the quarter were $493 million, an
increase of 6.4 percent versus last year, and were $2.06 billion
for fiscal 2003, a 4.7 percent increase versus 2002.

Consolidated systemwide sales in the fourth quarter were
approximately $570 million versus $522 million a year ago, and
were $2.36 billion in fiscal 2003, up 5.5 percent from last year.
Systemwide sales include company and franchisee-owned locations
and represent total sales of the Jack in the Box brand.

Jack in the Box opened 27 new company restaurants during the
quarter and 90 new restaurants in the year. At year end, the
company operated 1,553 Jack in the Box restaurants versus 1,507 a
year ago, with systemwide units totaling 1,947 compared with 1,862
at the end of fiscal 2002.

Qdoba opened 15 new company and franchised restaurants during the
fourth quarter, bringing its system total to 111 units, and the
chain ended the quarter and year with double-digit increases in
same-store sales. Qdoba revenues were $7.6 million in the quarter
and $20.5 million in fiscal 2003. Qdoba earnings from operations
were $0.1 million in the quarter and $0.6 million for the fiscal
year. At year end, Qdoba assets totaled $55.6 million. As
forecast, Qdoba was slightly dilutive to fiscal-year earnings
results. The company's Quick Stuff(R) convenience-store concept
continued to perform well during the quarter and added five new
units, bringing the total number of sites operating at year end to
18. Qdoba and Quick Stuff operations are not material components
of the company's consolidated financial results or projections.

Gross profit rate in the fourth quarter was 17.2 percent of
revenues versus 19.6 percent last year, and was 0.3 percent lower
than forecast, primarily due to higher utilities, restaurant
promotion costs and property taxes. For the year, gross profit
rate was 17.9 percent, compared with 19.4 percent in 2002,
primarily due to higher costs for worker's compensation insurance,
utilities, food and packaging, and a new point-of-sale system
rollout. As stated in its press release dated Sept. 17, 2003, the
company expects these higher costs to remain in fiscal 2004.

Restaurant operating margin was 15.8 percent of sales in the
fourth quarter compared with 18 percent a year ago. For fiscal
2003, restaurant operating margin was 16.4 percent of sales versus
18.4 percent in 2002, for the same reasons mentioned above for
gross profit rate.

SG&A expense rate in the quarter was 10.9 percent of revenues,
which was 0.2 percent higher than forecast due to the charge
related to Chi-Chi's bankruptcy, and 3.4 percent lower than a year
ago, primarily due to continued efforts from our Profit
Improvement Program, lower incentive bonus accruals, and the
charge in last year's fourth quarter for a legal settlement and
store closures. For the year, SG&A expense rate was 11.1 percent
of revenues, down from 11.9 percent in fiscal 2002, for the same
reasons. Excluding the previously described unusual charges in the
fourth quarter of both years, which were 0.5 percent and 3.4
percent of revenues in 2003 and 2002, respectively, SG&A expense
rate was 10.4 percent versus 10.9 percent a year ago. For the
year, excluding those same charges, which were 0.1 percent and 0.8
percent of revenues in 2003 and 2002, respectively, SG&A expense
rate was 11.0 percent versus 11.1 percent in 2002.

Earnings from operations, or operating income, was $30.9 million,
and depreciation and amortization was $16.8 million in the fourth
quarter compared with $24.4 million and $16.7 million,
respectively, in 2002. For fiscal 2003, operating income was
$140.2 million, and depreciation and amortization was $70.3
million compared with $148.6 million and $70.3 million,
respectively, in 2002. Excluding the previously described unusual
charges in both years, operating income was $33.5 million in the
fourth quarter versus $40.1 million a year ago, and was $142.8
million in 2003 versus $164.3 million in fiscal 2002.

Interest expense in the fourth quarter was $5.2 million versus
$5.3 million last year. For the year, interest expense was $24.8
million compared with $22.9 million in fiscal 2002, primarily due
to borrowing costs associated with the Qdoba acquisition and
amortization of fees related to the company's refinancing in
January.

Capital expenditures in the fourth quarter decreased to nearly $41
million from nearly $52 million a year ago and from approximately
$55 million forecast, primarily due to savings achieved on new-
store build-out costs. For the year, capital expenditures totaled
slightly more than $121 million versus $143 million in fiscal
2002, due to fewer new restaurants opened, fewer purchases of new
sites, and savings on new-store build-out costs.

Regarding the company's balance sheet comparisons at the end of
the fourth quarter:

-- Current ratio was 0.6 versus 0.3 last year, primarily due to a
   reduction in current liabilities and a temporary increase in
   cash balances. The company currently has no balance outstanding
   on its revolving credit facility.

-- Debt:equity ratio was 0.6:1 versus 0.5:1 last year.

-- Total debt increased to $303 million from $250 million at the
   end of 2002, primarily related to the $45 million acquisition
   of Qdoba in January.

-- Accounts receivable were $5 million higher than in 2002,
   primarily due to short-term bridge loans made to qualified Jack
   in the Box franchisees on restaurant purchases.

-- Other current assets were $12 million higher than last year,
   primarily due to an increase in assets held for sale/lease-
   back.

-- Other assets were up $56 million from 2002, primarily related
   to the establishment of intangible assets for the Qdoba
   acquisition, approximately $9 million of which is amortizable.

-- Current liabilities were $96 million lower than last year,
   primarily related to reclassification of the company's senior
   facility to long-term debt following the refinancing
   transaction in January, and to the retirement of $70 million in
   10.3 percent financing lease obligations.

-- Long-term debt was up $147 million from 2002, primarily related
   to the senior credit facility reclassification and to the Qdoba
   acquisition financing.

-- Other long-term liabilities were $55 million higher than last
   year, primarily due to increases in pension obligations,
   deferred taxes and deferred rent.

-- Stockholders' equity was slightly higher than last year, as
   increases to retained earnings were substantially offset by    
   reductions for share repurchases and a pension liability
   adjustment, primarily related to a decrease in the discount
   rate.

Jack in the Box Inc. (NYSE: JBX) (S&P, BB Corporate Credit Rating,
Stable Outlook) operates and franchises Jack in the Box and Qdoba
Mexican Grill restaurants in 31 states combined. Jack in the Box
is the nation's first major drive-thru hamburger chain, with more
than 1,940 restaurants. Qdoba Mexican Grill is an emerging leader
in fast-casual dining, with more than 110 restaurants. With
headquarters in San Diego, Jack in the Box Inc. has more than
44,000 employees. For more information, visit
http://www.jackinthebox.com  


KAISER ALUMINUM: Court Disallows Claims Totaling $163 Million
-------------------------------------------------------------
U.S. Bankruptcy Court Judge Fitzgerald disallows and expunges 43
Environmental Claims related to one or more of the third party
disposal or treatment sites not owned by the Kaiser Aluminum
Debtors -- Liquidated Sites.  The disallowed claims aggregate to
$162,941,452 plus unliquidated amounts.

The Environmental Claims include:

   Claimant                        Claim No.     Claim Amount
   --------                        ---------     ------------
   Angus Chemical Company            7289         $10,000,000
   ATOFINA Chemicals Inc.            7283         107,922,192
   The Dow Chemical Company          7286          10,000,000
   Dowell Inc.                       7290          10,000,000
   Ethyl Corporation                 7285          10,000,000
   Evans Harvey Corp.                1725          15,000,000

With respect to Claim No. 7313, the Debtors have entered into a
stipulation with the Port of Tacoma to resolve the related
environmental claim.

                    Claim No. 7313 Stipulation

In a Court-approved stipulation, the Debtors and the Port of
Tacoma agree that:

   (a) The Port's potential claim against the Debtors that may
       arise if the Debtors breach the Purchase and Sale
       Agreement between the Debtors and the Port dated
       December 19, 2002 -- Potential Breach Claim -- is
       preserved and nothing in the Consent Decree will
       extinguish or otherwise affect the breach portion of Claim
       No. 7313.  The contribution protection granted under the
       Consent Decree will not apply to the Potential Breach
       Claim;

   (b) The Debtors reserve all other rights, claims and defenses
       they have, on all grounds, with respect to the Potential
       Breach Claim.  The Debtors also reserve the rights, claims
       and defenses they have, including those granted by the
       Consent Decree, with respect to any claims made or to be
       made by the Port other than the Potential Breach Claim;

   (c) The portion of Claim No. 7313 that asserts environmental
       liabilities will be disallowed and expunged; and

   (d) Subject to the approval of the Settlement Agreement
       entered into by the Debtors and the Port to terminate the
       Amended and Restated Lease Agreement and the Amended and
       Restated Operating Agreement, both dated April 4, 1996,
       the portion of Claim No. 7313 that asserts claims based on
       the two agreements will be resolved in full as provided in
       the Settlement Agreement.  If the Settlement Agreement is
       not approved, all rights, claims and defenses the Port and
       the Debtors may have with respect to the claims asserted
       in relation to the agreements will be preserved. (Kaiser
       Bankruptcy News, Issue No. 34; Bankruptcy Creditors'
       Service, Inc., 215/945-7000)  


KASPER: Committees Reach Comprehensive Agreement on Distribution
----------------------------------------------------------------
Kasper A.S.L., Ltd. (KASPQ.OB) announced that on November 10,
2003, the Creditors' Committee and the Equity Committee reached a
comprehensive agreement on the distribution of the proceeds
pursuant to the Company's Joint Plan of Reorganization, net of
administrative expenses, priority tax claims and certain other
claims.

As a result of the agreement, both the Creditors' Committee and
the Equity Committee agreed to recommend that holders of Senior
Note claims, General Unsecured claims and Equity Interests vote to
accept the Plan. The Company continues to recommend the Plan.

Kasper also announced that Jones Apparel Group, Inc. (NYSE: JNY)
agreed to increase its purchase price for the Company by $17.0
million subject to the fulfillment of certain conditions
including: the support for the Plan by the Creditors Committee and
certain large holders of the Company's Senior Notes; the support
for the Plan by the Equity Committee and certain large holders of
the common stock of the Company; the confirmation of the Company's
Plan; and, closing of the sale to Jones by December 5, 2003. The
adjusted purchase price consists of $221.0 million in cash and the
assumption of pre-paid royalties projected to be $11.5 million at
closing, for an aggregate value of $232.5 million, plus the
assumption of certain other liabilities. In addition, the purchase
price is subject to adjustments, including an adjustment based on
working capital.

As a result of the Plan, Senior Note claims are expected to
receive approximately $165 million, and other claims are expected
to be paid in full plus applicable interest. Equity interests are
expected to receive approximately $46 million, or approximately
$6.80 per share. Distributions are subject to the aforementioned
adjustment to the purchase price, as well as resolution of
disputed claims and certain other adjustments, accordingly, there
can be no assurance that the expected distributions will be the
ultimate distributions. Distributions will be made over time as
claims are liquidated and escrows are released. The expected
distributions are net of an escrowed amount of $7.2 million, or
$1.07 per share, which may be available for distribution in the
future.

The Company also announced that the voting deadline for Equity
interests is extended to November 17, 2003, and that the Company
may seek the authority of the Bankruptcy Court to extend the
voting deadline for Senior Note and General Unsecured claims to
November 17, 2003 or later. The Bankruptcy Court hearing on
confirmation of the Plan continues to be set for November 19,
2003.

Kasper A.S.L., Ltd. is a leading marketer and manufacturer of
women's suits and sportswear. The Company's brands include Albert
Nipon, Anne Klein, Kasper and Le Suit. The Company also licenses
its Albert Nipon, Anne Klein, and Kasper brands for various men's
and women's products.


KASPER: Jones Apparel Ups Purchase Price for Kasper's Assets
------------------------------------------------------------
Jones Apparel Group, Inc. (NYSE: JNY) agreed to increase its
purchase price for Kasper A.S.L., Ltd. by $17.0 million in order
to facilitate a timely closing of the transaction.

The increase in purchase price was subject to receipt of
agreements by certain Kasper stakeholders by the close of business
Wednesday. The adjusted purchase price consists of $221.0 million
in cash and the assumption of pre-paid royalties projected to be
$11.5 million at closing, for an aggregate value of $232.5
million, plus the assumption of certain other liabilities. In
addition, the purchase price is subject to adjustments, including
an adjustment based on working capital. The increase has helped
facilitate an agreement among the Kasper Creditors' Committee and
the Equity Committee on the distribution of the proceeds from the
sale of Kasper, and should permit the closing of the transaction
in early December 2003.

Peter Boneparth, Chief Executive Officer, stated, "Jones has
agreed to increase the purchase price in order to achieve our
primary objective - the timely closing of this transaction for the
benefit of our shareholders. The increased purchase price
continues to meet our acquisition and return on investment
criteria."

Mr. Boneparth added, "Our respective teams are working diligently
and closely with a singular focus on obtaining confirmation of the
Plan of Reorganization by the Bankruptcy Court on November 19,
2003, leading to a scheduled closing date in early December 2003.
As is our historical practice, we look forward to providing
further updates once the transaction has closed."

Jones Apparel Group, Inc. -- http://www.jny.com-- a Fortune 500  
Company, is a leading designer and marketer of branded apparel,
footwear and accessories. The Company's nationally recognized
brands include: Jones New York; Polo Jeans Company licensed from
Polo Ralph Lauren Corporation; Evan-Picone, Rena Rowan, Norton
McNaughton, Gloria Vanderbilt, Erika, l.e.i., Energie, Nine West,
Easy Spirit, Enzo Angiolini, Bandolino, Napier and Judith Jack.
The Company also markets costume jewelry under the Tommy Hilfiger
brand licensed from Tommy Hilfiger Corporation and the Givenchy
brand licensed from Givenchy Corporation, and footwear and
accessories under the ESPRIT brand licensed from Esprit Europe,
B.V. Celebrating more than 30 years of service, the Company has
built a reputation for excellence in product quality and value,
and in operational execution.


KASPER A.S.L.: Third-Quarter 2003 Results Reflect Strong Growth
---------------------------------------------------------------
Kasper A.S.L. Ltd. (OTC Bulletin Board: KASPQ) reported financial
results for the third quarter and thirty-nine weeks ended
September 27, 2003.

Total revenue for the third quarter of 2003 increased 25.1% to
$128.0 million from $102.3 million in the prior year.  Net income
for the third quarter of 2003 increased to $27.5 million, or $4.04
per share on a fully diluted basis, compared to $10.0 million, or
$1.47 per share, in the third quarter of 2002.  In 2003, due to a
resolution with the Internal Revenue Service, certain operating
losses not previously available are being utilized to offset
taxable income and certain tax reserves previously established
have been reversed, resulting in an income tax benefit of $7.6
million.  Assuming no utilization of operating losses or reversal
of tax reserves and an effective tax rate of 42%, net income for
the third quarter of 2003 would have been $11.5 million, or $1.69
per share compared to $10.0 million, or $1.47 per share in 2002.

Total revenue for the first nine months of 2003 increased 11.2% to
$324.1 million from $291.4 million in the prior year.  Net income
for the first nine months of 2003 increased to $36.9 million, or
$5.43 per share on a fully diluted basis, compared to a net loss
of $8.8 million, or $1.29 per share, in the first nine months of
2002.  In 2003, due to a resolution with the IRS, certain
operating losses not previously available are being utilized to
offset taxable income and certain tax reserves previously
established have been reversed, resulting in an income tax benefit
of $725 thousand.  Assuming no utilization of operating losses or
reversal of tax reserves and an effective tax rate of 42%, net
income for the first nine months of 2003 would have been $21.0
million, or $3.09 per share.  The first nine months of 2002
included a $30.4 million charge for a cumulative effect of a
change in accounting principle.  Before the charge, net income for
the first nine months of 2002 was $21.6 million, or $3.18 per
share.

As more fully described in the Company's Annual Report on Form
10-K, as a result of its highly leveraged financial position, on
February 5, 2002 the Company filed for reorganization under
Chapter 11 of the Bankruptcy Code.  Also, as more fully described
in the Annual Report, beginning in the fourth quarter of 2000, the
Company substantially restructured its business.  As a result, the
financial statements for the thirty-nine weeks ended September 27,
2003 and September 28, 2002 include reorganization costs,
restructuring and other credits and charges, reserve reversals as
a result of changes in estimates and a cumulative effect of change
in accounting principle that make comparisons difficult.

Excluding the Special Charges and Credits and reversal of tax
reserves, and assuming an effective tax rate of 42%, for the third
quarter of 2003 and 2002, net revenues were $128.0 million and
$102.3 million, respectively, and net income was $12.1 million and
$10.4 million, respectively, and for the first nine months of 2003
and 2002 net revenues were $324.1 million and $281.7 million,
respectively, and net income was $24.5 million and $14.2 million,
respectively.
    
The Company believes that the Special Charges and Credits that
make comparisons of fiscal 2003 to fiscal 2002 difficult are the
result of expenses incurred, estimates made, and changes in
estimates relating to business restructuring, the bankruptcy and
related reorganization costs.  The Company has completed its
business restructuring and believes that after emerging from
Bankruptcy such Special Charges and Credits will not be recurring.

The Company believes that net revenues and net income excluding
the Special Charges and Credits and reversal of tax reserves, and
assuming an effective income tax rate of 42% may not be indicative
of the results of peer companies.  However, the Company believes
that the presentation excluding the Special Charges and Credits
and reversal of tax reserves, and assuming an effective income tax
rate of 42% is representative of the Company's core net revenues
and net income and the Company uses this measure for purposes of
evaluating its business operations.

John D. Idol, Chairman and Chief Executive Officer, said, "We are
encouraged by the results for the third quarter and first nine
months and are pleased with the net revenue and profit
improvements.  Additionally, we have controlled expenses and have
a strong balance sheet.  The improvement in our results is
underscored by the 18.2% increase in our retail comp sales during
the third quarter.

"While we have experienced an improvement in the general retail
environment, we remain cautious about the balance of the fall
season.  Our management team remains focused on maximizing our
profitability and continuing the operating improvements we have
made."

As previously announced, the Company has entered into an agreement
to be acquired by Jones Apparel Group, Inc. (NYSE: JNY).  The bid
purchase price consists of $204 million in cash and the assumption
of deferred liabilities, primarily pre-paid royalties, projected
to be $11.5 million at closing, for an aggregate value of $215.5
million, plus the assumption of certain other liabilities.  In
addition, the purchase price is subject to adjustments.

Following the confirmation of the Jones purchase agreement, it  
became apparent that equity interest holders would be entitled to
a distribution of a portion of the proceeds resulting from the
sale of the Company to Jones. Accordingly, the U.S. Trustee
appointed an Equity Committee on October 9, 2003.  On November 10,
2003, the Creditors' Committee and the Equity Committee reached a
comprehensive agreement on the distribution of the proceeds.

As previously announced, Jones Apparel Group, Inc. (NYSE: JNY)
agreed to increase its purchase price for the Company by $17.0
million subject to the fulfillment of certain conditions
including: the support for the Plan by the Creditors Committee and
certain large holders of the Company's Senior Notes; the support
for the Plan by the Equity Committee and certain large holders of
the common stock of the Company; the confirmation of the Company's
Plan; and, closing of the sale to Jones by December 5, 2003.  The
adjusted purchase price consists of $221.0 million in cash and the
assumption of pre-paid royalties projected to be $11.5 million at
closing, for an aggregate value of $232.5 million, plus the
assumption of certain other liabilities.  In addition, the
purchase price is subject to adjustments, including an adjustment
based on working capital.

The sale of the Company will be implemented through the Company's
Joint Plan of Reorganization that will require, among other
things, the approval of the requisite majority of the Company's
creditors and confirmation by the Bankruptcy Court.  The
Bankruptcy Court hearing on confirmation of the Plan is set for
November 19, 2003.  The Company anticipates that the transaction
will be consummated in early December.

As a result of the Plan, Senior Note claims are expected to
receive approximately $165 million, and other claims are expected
to be paid in full plus applicable interest.  Equity interests are
expected to receive approximately $46 million, or approximately
$6.80 per share.  Distributions are subject to the aforementioned
adjustment to the purchase price, as well as resolution of
disputed claims and certain other adjustments, accordingly, there
can be no assurance that the expected distributions will be the
ultimate distributions.  Distributions will be made over time as
claims are liquidated and escrows are released.  The expected
distributions are net of an escrowed amount of $7.2 million, or
$1.07 per share, which may be available for distribution in the
future.

The Company also announced that the voting deadline for Equity
interests is extended to November 17, 2003, and that the Company
has the authority of the Bankruptcy Court to extend the voting
deadline for Senior Note and General Unsecured claims to November
17, 2003 or later.  The Bankruptcy Court hearing on confirmation
of the Plan continues to be set for November 19, 2003.

Kasper A.S.L., Ltd. is a leading marketer and manufacturer of
women's suits and sportswear.  The Company's brands include Albert
Nipon, Anne Klein, Kasper and Le Suit.  The Company also licenses
its Albert Nipon, Anne Klein, and Kasper brands for various men's
and women's products.


LA QUINTA: Completes $150 Million Credit Facility Transaction
-------------------------------------------------------------
La Quinta Corporation (NYSE: LQI) announced the closing of a $150
million revolving line of credit, with an initial interest rate of
LIBOR plus 300 basis points.  This $150 million facility matures
in April 2007 and replaces the Company's existing $125 million
facility, which was scheduled to mature in January 2004.

Upon closing, $127 million will be available under the facility
(net of $23 million in letters of credit).  The revolver may be
used towards the repayment of other maturing debt, funding of the
Company's future growth and general corporate purposes.  Lead
arranger on the transaction was CIBC World Markets Corp., with
Fleet Securities Inc. acting as syndication agent and Credit
Lyonnais as documentation agent.

Dallas-based La Quinta Corporation (NYSE: LQI) (Fitch, BB- Senior
Unsecured Debt Rating, Negative), a leading limited service
lodging company, owns, operates or franchises over 350 La Quinta
Inns and La Quinta Inn & Suites in 33 states. Today's news
release, as well as other information about La Quinta, is
available on the Internet at http://www.LQ.com     


LEAP WIRELESS: Directors and Officers Want D&O Policy Enforced
--------------------------------------------------------------
Leap Wireless International Inc.'s current or former officers and
directors ask the Court to lift the stay to enforce a directors
and officers' insurance policy.

The officers and directors are:

              Harvey P. White
              Scot B. Jarvis
              Susan G. Swenson
              Thomas J. Bernard
              Jeffrey P. Williams
              Anthony R. Chase
              Michael B. Targoff
              Jill E. Barad
              Robert C. Dynes
              James E. Hoffman
              Stewart Douglas Hutcheson
              Daniel O. Pegg, and
              Leonard C. Stephens

John P. Stigi III, Esq., at Wilson Sonsini Goodrich & Rosati, in
Palo Alto, California, tells the Court that the Debtors purchased
an Executive and Organization Liability Insurance Policy, No. 874-
18-71, issued by the National Union Fire Insurance Company of
Pittsburgh, Pennsylvania for the benefit of the Debtors' officers
and directors.  The D&O Policy indemnifies the officers and
directors against all loses, including damages, settlements,
judgments and reasonable attorney's fees incurred in connection
with the defense of claims asserted against the directors and
officers.  The aggregate limited liability under the D&O Policy is
$10,000,000.

Mr. Stigi notes that a number of securities-related claims have
been asserted against the directors and officers.  Accordingly,
the directors and officers are entitled to be reimbursed from the
proceeds of the D&O Policy.

Mr. Stigi reasons that the D&O Policy proceeds are not even
subject to the automatic stay because they are not property of the
Debtors' bankruptcy estate.  However, even if the proceeds are the
estate's property, Mr. Stigi avers that "good cause" exists for
the Court to lift the automatic stay. (Leap Wireless Bankruptcy
News, Issue No. 12; Bankruptcy Creditors' Service, Inc., 215/945-
7000)  


LIBERTY MEDIA: Completes Acquisition of Liberty Satellite
---------------------------------------------------------
Liberty Media Corporation (NYSE: L; LMC.B) completed its
previously announced acquisition of all the issued and outstanding
shares of Liberty Satellite & Technology, Inc. (OTC Bulletin
Board: LSTTA, LSTTB) that it did not already own.  Each LSAT
stockholder, other than Liberty Media, will receive 0.2750 shares
of Liberty Media Series A common stock for each share of LSAT
Series A or Series B common stock held.  Liberty Media will issue
approximately 1.8 million shares of Liberty Media Series A common
stock to the LSAT shareholders.

The transaction was accomplished through a merger of Liberty
Satellite Acquisition Co., a newly formed controlled subsidiary of
Liberty Media, with and into LSAT, with LSAT as the surviving
corporation in the merger.  The merger was taxable to the LSAT
shareholders.

Liberty Satellite and Technology, Inc., known as LSAT, pursues
strategic opportunities worldwide in the distribution of Internet
data and other content via satellite and related businesses.  
Through its majority-owned subsidiary, On Command Corporation,
LSAT is a leading provider of in-room movies, broadband access and
other entertainment and business services to the hotel industry.  
LSAT also holds strategic ownership positions in a range of video
programming, satellite-delivered broadband distribution and
satellite communication businesses, including Wildblue
Communications, Astrolink International, and Sky Latin America.  
LSAT is a consolidated subsidiary of Liberty Media Corporation.

Liberty Media Corporation (NYSE: L, LMC.B) owns interests in a
broad range of video programming, broadband distribution,
interactive technology services and communications businesses.
Liberty Media and its affiliated companies operate in the United
States, Europe, South America and Asia with some of the world's
most recognized and respected brands, including QVC, Encore,
STARZ!, Discovery and Court TV.

Liberty Media's 4.000% bonds due 2029 are currently trading at
about 65 cents-on-the-dollar.


LODGENET ENTERTAINMENT: S. Petersen Reports 12.7% Equity Stake
--------------------------------------------------------------
During August, September and October of 2003, Scott C. Petersen,
LodgeNet Entertainment Corporation's Chairman, CEO and President,
acquired 128,200 shares of common stock resulting from the
exercise of expiring options.

In part to satisfy the federal income tax consequences of that
exercise, on November 10, 2003, Mr. Petersen entered into a
prepaid forward contract with respect to 85,000 shares of LodgeNet
Entertainment Corporation common stock. Subject to certain
exceptions, on the settlement date (approximately February 10,
2005), Mr. Petersen will, at his option, either (a) deliver up to
85,000 shares subject to the Contract or (b) retain all or a
portion of such 85,000 shares and deliver the cash equivalent of
any shares so retained. If the closing price of the common stock
on the settlement date is greater than approximately $18.00,
Mr. Petersen will be entitled to deliver a lesser number of shares
on the settlement of the transaction. In consideration of the
foregoing arrangement, Mr. Petersen will shortly receive aggregate
proceeds of approximately $1.3 million. The 85,000 shares subject
to the Contract represent approximately 12.7% of the shares and
shares subject to options beneficially owned by Mr. Petersen.

At the conclusion of the foregoing series of transactions, Mr.
Petersen will have increased his ownership of LodgeNet common
stock by a minimum of 43,200 shares.

LodgeNet Entertainment Corporation -- http://www.lodgenet.com--  
is the leading provider in the delivery of broadband, interactive
services to the lodging industry, serving more hotels and guest
rooms than any other provider in the world.  These services
include on-demand digital movies, digital music and music videos,
Nintendo(R) video games, high-speed Internet access and other
interactive television services designed to serve the needs of the
lodging industry and the traveling public.  As the largest company
in the industry, LodgeNet provides service to 980,000 rooms
(including more than 910,000 interactive Guest Pay rooms) in more
than 5,800 hotel properties worldwide.  More than 260 million
travelers have access to LodgeNet systems on an annual basis.  
LodgeNet is listed on NASDAQ and trades under the symbol LNET.

At September 30, 2003, LodgeNet's balance sheet shows a working
capital deficit of about $12 million, and a total shareholders'
equity deficit of about $122 million.


METROPOLITAN HEALTH: Ability to Continue Operations Uncertain
-------------------------------------------------------------
Metropolitan Health Networks Inc.'s financial statements have been
prepared in conformity with accounting principles generally
accepted in the United States of America, which contemplates
continuation of the Company as a going concern. The Company
generated positive cash flow from operations for the nine months
ended September 30, 2003. Although the Company expects its cash
flow from operations to continue to be positive, there can be no
assurance that this will occur. In the absence of achieving
continuing positive cash flows from operations or obtaining
additional debt or equity financing, the Company may have
difficulty meeting current and long-term obligations, and may be
forced to discontinue operations.

To address these concerns, management has taken measures to
continue to reduce overhead and is reviewing its operations for
further reductions as well as potential sources of increased
revenue in order to accomplish its long-term goals. The Company
has agreed in principle to sell the assets and certain liabilities
of its pharmacy division for a purchase price of approximately
$3.1 million. The Company believes that this sale will result in
both improved profitability and cash flows.

During the first quarter of 2003, the Company borrowed an
additional $500,000 on a short-term note that was due August 21,
2003. During the third quarter the Company repaid a portion of
this note, which now totals $920,000, and negotiated a payout on
the balance, with payments due January and April 2004. Also during
the first six months of 2003, the Company borrowed $1.3 million
from the HMO, of which $1.1 million has been repaid, with the
balance payable over the remainder of the year.

In view of these matters, realization of a major portion of the
assets in the Company's balance sheet is dependent upon continued
operations of the Company, which in turn is dependent upon the
Company's ability to meet its financial obligations. Management
believes that actions presently being taken provide the
opportunity for the Company to continue as a going concern,
however, there is no assurance this will occur.

During the third quarter of 2003 the holder of the 12% $1,200,000
Principal Amount Promissory Note agreed to waive a prior default
which caused the Note to become a 6% Convertible Debenture. This
agreement was effective retroactive to May 1, 2003.

During the first nine months of 2003, the Company issued 3,086,608
shares of common stock for services, compensation, loan fees,
interest, settlements and extinguishment of accounts payable. In
addition, the Company issued 1,027,993 shares of common stock to
convert approximately $140,000 of long-term debt to equity.

In July 2003 a pharmacy services company filed a complaint against
the Company and its pharmacy division, Metcare Rx, seeking amounts
and damages of up to $2.5 million related to the acquisition of
the Maryland pharmacy operation in October 2001. On November 6,
2003 the parties reached a settlement on this complaint in the
amount of $500,000, of which the Company has accrued $487,000.

The Company is a party to certain other claims arising in the
ordinary course of business. Management believes that the outcome
of these matters will not have a material adverse effect on the
financial position or the results of operations of the Company.

In June 2003, the Company was informed that the U.S. Attorneys'
Office in Wilmington, Delaware is conducting an investigation
which focuses on the Company. The inquiry, which is in an early
stage, does not appear to be related to Metropolitan's underlying
healthcare or pharmacy business practices. The Company is
cooperating with the U.S. Attorneys' Office in this investigation.

In 2000, the Company negotiated an installment plan with the
Internal Revenue Service related to unpaid payroll tax
liabilities, including accrued interest and penalties.
Under the plan the Company was required to make monthly
installments of $100,000 on the amount in arrears. The agreement
expired and the full amount, approximately $4.1 million at
September 30, 2003, is deemed due upon demand. The Company has
been current on its IRS payroll tax obligations since December
2002 and filed an offer-in-compromise with the IRS in the third
quarter of 2003. While management believes it will be successful
with its offer, there can be no assurance that the IRS will accept
the proposal on these delinquent taxes.


MIRANT CORP: Resolves Power Contract Issues with Unitil Corp.
-------------------------------------------------------------
Unitil Corporation (AMEX: UTL) -- http://www.unitil.com--  
announced that its New Hampshire based utility subsidiaries,
Unitil Energy Systems, Inc., and Unitil Power Corp., have entered
into a settlement with Mirant Americas Energy Marketing, L.P., a
subsidiary of Mirant (MIRKQ), with respect to the Portfolio Sale
and Assignment and Transition and Default Service Supply Agreement
among UES, UPC and Mirant Americas, in the Mirant bankruptcy case.

Under the terms of the settlement, Mirant Americas has agreed to
assume and continue to fulfill its power purchase and sale
obligations under the Agreement, to cure all pre-petition
obligations, and to settle certain other disputes. Unitil has
agreed to accelerate the payment of amounts it has held back from
Mirant Americas.

"This agreement resolves a major source of uncertainty for our
customers while insuring that they continue to receive the
economic benefits of the deal, and allows both parties to continue
doing business together under a contract beneficial to both
sides," said Robert G. Schoenberger, Unitil's Chairman and Chief
Executive Officer.

The Settlement is subject to approval by the U.S. Bankruptcy Court
in Mirant's ongoing bankruptcy proceeding.

Unitil is a public utility holding company with subsidiaries
providing electric service in New Hampshire and electric and gas
service in Massachusetts and energy services throughout the
Northeast. Its subsidiaries include Unitil Energy Systems, Inc.,
Fitchburg Gas and Electric Light Company, Unitil Power Corp.,
Unitil Realty Corp., Unitil Service Corp. and its unregulated
business segment Unitil Resources, Inc. Usource L.L.C. is a
subsidiary of Unitil Resources, Inc.


MIRANT: Asks Court to Compel ISO's to Turnover Estate Property
--------------------------------------------------------------
Prior to the Petition Date, Mirant Americas Energy Marketing LLP
conducted business through six independent systems operators:

   1. California Independent System Operator Corp.,
   2. Electric Reliability Council of Texas, Inc.,
   3. ISO New England, Inc.,
   4. Midwest Independent Transmission System Operator, Inc.,
   5. New York Independent System Operator, Inc., and
   6. PJM Interconnection LLC.

As a result of MAEM's prepetition sales of electricity utilizing
the ISOs, it is owed $134,000,000 by various purchasers of its
electricity sold into the spot market.  Conversely, Robin Phelan,
Esq., at Haynes and Boone LLP, in Dallas, Texas, notes that prior
to the Petition Date, MAEM purchased $36,000,000 of electricity
for which it has not yet paid.

In general, Mr. Phelan relates that MAEM transacts with the ISOs
through three types of arrangements:

   1. MAEM from time to time enters into bilateral agreements
      with the ISOs for the purchase and supply of energy in
      those instances where the ISOs need to balance the supply
      and demand in their respective markets;

   2. MAEM contracts directly with market participants for the
      purchase and supply of electricity, and the ISOs oversee
      and administer those purchases and sales; and

   3. MAEM contracts directly with the ISOs and agrees to make
      certain amounts of energy capacity available on which the
      ISOs may draw in filling spot market requests by market
      participants in need of power.

At present, the ISOs are in the process of settling, on both
provisional and final bases, prior months' purchases and sales
which, depending on the particular ISO, may reach back several
months prior to the Petition Date.  Pursuant to the respective
tariffs, these settlements will result in a netting of amounts
owing by MAEM to the ISOs or other market participants with
amounts owing from those entities for any given billing period.
Depending on the particular ISO, the netting of prepetition
claims and debts could continue for several months.  In addition,
certain ISOs have, since the Petition Date, exercised certain
offsets and either billed MAEM for a net short or paid MAEM for
any net amounts owing.  CAISO indicated that it will exercise an
offset for the months of June and July 2003 but will not pay
MAEM for about $7,850,000 in net amounts due to MAEM for those
months.

Accordingly, pursuant to Sections 362(a) and 542 of the
Bankruptcy Code, the Debtors ask the Court to:

   (a) enforce the automatic stay to prohibit the ISOs from
       effectuating setoffs with respect to debts and claims
       incurred by, or owing to, in respect of energy spot
       market purchases and sales made prior to the Petition
       Date; and

   (b) direct the turnover of undisputed amounts owing to MAEM,
       which is currently withheld by CAISO.

This request is without prejudice to the rights of all parties to
seek a reversal of any purported postpetition setoffs by the ISOs
of prepetition debt and claims that have occurred prior to this
request.

Mr. Phelan contends that any attempt by the ISOs to exercise a
right of setoff of prepetition claims would be subject to the
automatic stay.  The ISOs may not exercise a setoff right without
relief from the automatic stay.  Thus, to the extent the ISOs
hold valid setoff rights, they may retain certain funds owing to
MAEM but they may not exercise any setoffs of the funds absent
this Court's approval.

Moreover, Mr. Phelan points out that irrespective of any right to
withhold funds equal to the amount of setoff, the ISOs may not
retain the net amount of funds owing to MAEM for any given
billing period without violating Section 542.  Section 542
requires that parties holding the property of the bankruptcy
estate turnover property over to the estate.  Hence, even
assuming that the applicable tariff provide for any retention by
an ISO of any net amounts of funds owing to MAEM for any given
billing period, the ISOs, by definition, have no setoff right in
those funds.

Mr. Phelan informs the Court that with respect to any
postpetition transactions conducted with or through the ISOs, the
Debtors plan to continue to participate in the spot market in the
normal course of business.  Accordingly, the Debtors plan to pay
any postpetition claims for electricity they purchase and receive
payment for the electricity they provide in the spot markets on a
net basis after any appropriate netting. (Mirant Bankruptcy News,
Issue No. 12; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NAT'L BENEVELONT: Fitch Maintains B- Rating & Negative Watch
------------------------------------------------------------
Fitch Ratings maintains the 'B-' rating on National Benevolent
Association, Inc., MO's approximately $149 million in outstanding
fixed-rate debt. NBA's total outstanding debt is approximately
$216 million of which approximately $63 million are variable-rate
demand bonds not rated by Fitch. The fixed-rate bonds remain on
Rating Watch Negative.

Since our last update, NBA will go to court on Nov. 14, 2003 for a
preliminary hearing with Bank of America, who is suing the
corporation for failure to pay a $5.4 million swap termination
payment. It is unclear if there are any ramifications relating to
the fixed and variable-rate bond holders should the outcome be
against NBA. At this time, Fitch doesn't believe this event on its
own would justify further negative rating action below 'B-'.
However, it is unclear whether a payment made to BOA would result
in the acceleration of outstanding debt by the remaining bond
holders.

With the Oct. 15 expiration of the letters of credit between NBA
and KBC Bank, it is imperative that NBA restructure its
outstanding debt with creditors or face its first accelerated
payment of eight equal payments over 24 months, approximately $7.9
million, to KBC Bank on Dec. 1, 2003. To date Fitch is unaware of
any specific restructuring or repayment plan between NBA, KBC,
and/or the fixed-rate bondholders. However, according to
representatives for NBA, negotiations and discussions are still
ongoing. If acceleration occurs on Dec. 1, Fitch believes that the
fixed-rate bondholders will also accelerate their debt, which
would most likely force NBA into filing for bankruptcy. Management
has stated that bankruptcy is NBA's last resort and Fitch notes
that if this event does occur, it would result in further multiple
downgrades of NBA's rating.

Fitch will continue to monitor this situation.


NAT'L CENTURY: Wants Approval for Intercompany Claims Settlement
----------------------------------------------------------------
Charles M. Oellermann, Esq., at Jones, Day, Reavis & Pogue, in
Columbus, Ohio, relates that NPF VI, Inc. and NPF XII, Inc. each
were established as special purpose vehicles to issue bonds to
finance the National Century Financial Enterprises Debtors'
healthcare account receivable financing programs.  Under the terms
of the Master Indenture, dated June 1, 1998 among NPF VI, National
Premier Financial Services, Inc. as servicer, and JPMorgan,
JPMorgan maintained collection, purchase, equity reserve, offset
reserve and credit reserve accounts -- the NPF VI Restricted SPV
Accounts -- in connection with NPF VI's health care accounts
receivable financing program.  Similarly, under the terms of the
Master Indenture, dated March 10, 1999 among NPF XII, NPFS as
servicer, and Bank One, Bank One maintained collection, purchase,
equity reserve, offset reserve and credit reserve accounts -- the
NPF XII Restricted SPV Accounts in connection with NPF XII's
health care accounts receivable financing program.

JPMorgan and Bank One were granted first priority security
interests in the Restricted SPV Accounts to secure the
obligations under the notes issued under the Indentures.  
Pursuant to the Indentures, NPF VI and NPF XI were required to
maintain cash in the Reserve Accounts equal to an aggregate of
17% of the outstanding value of the accounts receivable from the
providers -- Minimum Reserve Requirements.

                     Prepetition Transactions

For a substantial period prior to the Petition Date, NPF VI and
NPF XII had insufficient funds in their Reserve Accounts to meet
all Minimum Reserve Requirements.  To avoid the declaration of a
Minimum Reserve Requirements default in the test date under the
Indentures, NPF VI and NPF XII, on a monthly or a more frequent
basis, transferred funds between the Reserve Accounts with no
corresponding acquisition of accounts receivable associated with
those transfers, transactions that all parties concede were
impermissible under the Indentures.

At the request of the Creditors Committee and Subcommittees, FTI
Consulting, Inc., financial advisor to the Creditors Committee,
conducted an analysis of the scope and amount of the cash
transfers between the NPF VI and NPF XII Reserve Accounts prior
to the Petition Date.  FTI's analysis indicated that the last
significant group of the transfers, $122,000,000 in the
aggregate, was made by NPF XII to NPF VI on September 30, 2002.  
On the Petition Date, $124,600,000, was in the NPF VI Reserve
Accounts and $10,000,000 was in the NPF XII Reserve Accounts.

In early November 2002, NPF VI made a $43,132,760 principal
payment to ING Baring, Inc., the largest NPF VI noteholder, from
available funds in the NPF VI Restricted SPV Accounts.  In
September 2002, NPF XII made $75,000,000 in note principal
payments to Credit Suisse First Boston, Inc. and its affiliates
from available funds in the NPF XII Restricted SPV Accounts.

As of August 1, 2003, the NPF VI Restricted SPV Accounts held
$139,100,000, and the NPF XII Restricted SPV Accounts held
$79,900,000.  These amounts include funds collected since the
Petition Date on purchased accounts receivable and in provider
buyout transactions.  An additional $5,000,000 obtained from the
sale of the Debtors' claims against Medshares, Inc. and its
affiliates has been placed in escrow pending a determination of
the entitlement to funds as between NPF VI and NPF XII.

                         Negotiations

Because of the significant cash transfers and other consideration
between them, NPF VI and NPF XII have substantial potential
claims against each other.  The Debtors, the Creditors Committee
and the Subcommittees soon recognized that resolution of the
intercompany claims between NPF VI and NPF XII was a threshold
matter to develop a viable plan of liquidation for the Debtors
and to allocate one of the most significant assets in the estates
-- the more than $200,000,000 in Restricted SPV Accounts.  

Subsequently, the Debtors, the Creditors Committee and the
Subcommittees engaged in a series of discussions on the NPF VI
and NPF XII intercompany claims in August and early September,
including these primary issues:

   * Amount and Nature of Intercompany Claims

     Based on the FTI analysis, the NPF XII Subcommittee asserted
     that the NPF XII estate holds a net intercompany claims
     against NPF VI of more than $300,000,000.  The NPF XII
     Subcommittee also asserted that, since the vast majority if
     not all of the prepetition intercompany transfers were not
     made in exchange for reasonably equivalent value, NPF XII's
     estate holds a net fraudulent transfer claim against NPF VI
     of more than $300,000,000.  The NPF VI Subcommittee disputed
     both of these assertions.

   * Remedies to Recover on Intercompany Claims

     The Debtors have considered several possible remedies that,
     absent settlement, might be employed by NPF XII's estate to
     recover on its asserted intercompany claims against NPF VI,
     above and beyond the recovery to which NPF XII would be
     entitled as the holder of an unsecured intercompany claim.  
     These potential remedies include:

        -- impression of a constructive trust on a portion or all
           of the funds held in the NPF VI Reserve Account;

        -- the assertion of fraudulent transfer claims against
           NPF VI and, possibly, certain holders of NPF VI Notes;

        -- challenges to and subordination of the interest held
           by JPMorgan; and

        -- equitable subordination of JPMorgan's claims against
           NPF VI to the intercompany claims of NPF XII.

     The NPF XII Subcommittee asserted that one or more of these
     remedies could be used to recover most of the funds in the
     NPF VI Reserve Accounts, as well as the November 2002
     payment made to ING.  The NPF VI Subcommittee vigorously
     disputed the propriety of the asserted claims and remedies.  
     In addition, the NPF VI Subcommittee asserted that NPF XII
     would have at most an unsecured claim for any prepetition
     fraudulent transfers, and that NPF XII and the NPF XII
     Subcommittee have waived their rights to challenge or
     subordinate JPMorgan's security interests under the cash
     collateral orders approved in these Chapter 11 cases.

   * Substantive Consolidation

     The NPF VI Subcommittee and the NPF XII Subcommittee have
     asserted that substantive consolidation is inappropriate
     given the facts of these cases and in light of the
     Indenture Trustee's security interests, substantive
     consolidation would not necessarily result in a pro rata
     distribution of assets in any event.

   * Distribution of Other Available Assets of NPF VI and NPF
     XII

     The Debtors considered possible allocations among the
     holders of NPF VI Notes and NPF XII Notes of the proceeds of
     other available assets of NPF VI and NPF XII, including
     claims against providers and litigation claims against other
     their parties.  In their negotiation, the parties discussed
     the difficulties, delay and expense that would be associated
     with a case-by-case determination of the entitlement of
     holders of NPF VI Notes, holders of NPF XII Notes or both to
     these proceeds.

   * ING Principal Payment

     ING indicated that it was willing, in the event that a
     satisfactory compromise could be reached on other plan
     issues, to return the $43,100,000 received from NPF VI in
     November 2002, likely as a preferential transfer, to NPF
     VI's estate in connection with the consummation of a plan of
     liquidation.  The NPF XII Subcommittee has asserted that NPF
     XII's estate may have a cause of action to recover this
     amount from ING as a subsequent transferee of a fraudulent
     transfer from NPF XII to NPF VI.

   * CSFB Principal Payment
   
     The Debtors considered whether the holders of NPF XII Notes
     alone, or the holders of both NPF VI Notes and NPF XII
     Notes, should receive the proceeds of the avoidance action
     that is likely to be brought against CSFB in respect of the
     $75,000,000 in principal payments received by CSFB from NPF
     XII in September 2002.

Subsequently, the Debtors considered a possible settlement
structure in their discussions with the Subcommittees centered
on:

   (a) the transfer of an appropriate amount of the funds in the
       NPF VI Restricted SPV Accounts to the NPF XII Restricted
       SPV Accounts, for distribution to NPF XII noteholders, to
       take into account the value of NPF XII's disputed
       intercompany claims against NPF VII; and

   (b) a pro rata distribution of the proceeds of the other
       available assets of NPF VI and NPF XII.

In early September 2003, David Coles, in his capacity as the
President and Chief Executive Officer of NPF VI and NPF XII,
decided on a settlement of the intercompany claims between NPF VI
and NPF XII and reached a related agreement with ING on the
claims the Debtors may have with respect to the $43,100,000
payment ING received in early November 2002 based on the
settlement of the claims between NPF VI and NPF XII.  The Debtors
filed the Plan on September 15, 2003, which reflects the proposed
Settlement.

Accordingly, NPF VI and NPF XII ask the Court to approve a
settlement of the intercompany claims between them and the
Debtors' claims regarding a prepetition payment to ING Barings,
Inc. and its affiliates.

The terms of the proposed Settlement are:

A. ING Payment

   ING will pay $43,132,760 to the NPF VI Restricted SPV
   Accounts.

B. NPF VI Cash Transfer

   On the consummation of the Settlement, $72,800,000 will be
   transferred from the NPF VI Restricted SPV Accounts to an
   account for the benefit of holders of NPF XII Notes.

C. Distribution of Reserve Funds

   Holder of NPF VI Notes will receive a pro rata distribution
   of:

      (1) the funds in the NPF VI Restricted SPV Accounts as of
          September 15, 2003, plus

      (2) the ING Payment, plus

      (3) the proceeds of the Debtors' settlement with Medshares,
          Inc. currently held in escrow, minus

      (4) the NPF VI Cash Transfer, minus

      (5) a pro rata portion of the holdbacks provided for in the
          Plan.

   Holders of NPF XII Notes will receive a pro rata distribution
   of:

      (1) the funds in the NPF XII Restricted SPV Accounts as of
          September 15,2003, plus   
  
      (2) the NPF VI Cash Transfer, minus

      (3) a pro rata portion of the holdbacks provided for in the
          Plan.

D. NPF XII Retention of Claims Against CSFB

   NPF XII will retain for the sole benefit of the holders of NPF
   XII Notes any claims or causes of action under Chapter 5 of
   the Bankruptcy Code and other applicable law to avoid and
   recover the $75,000,000 in principal payments made in
   September 2002 to CSFB.

E. Pro Rata Sharing of Other Recoveries

   After the transfers, all recoveries on other available assets
   of NPF VI and NPF XII will be shared by the holders of NPF VI
   Notes and NPF XII Notes collectively on a pro rata basis.

F. Conditions Precedent to Settlement

       (1) ING making the ING Payment to the NPF VI Restricted
           SPV Accounts; and

       (2) The consummation of the other transactions
           contemplated by the Settlement, including the NPF VI
           Cash Transfer.

   If these conditions precedent are not satisfied, the
   Settlement between NPF VI and NPF XII will be null and void.

Mr. Oellermann asserts that four factors identified by courts
weigh in favor of the compromise of the intercompany claims
between NPF VI and NPF XII pursuant to the Settlement:

   (1) The results of any litigation between NPF VI and XII
       regarding the amounts of their claims against each other
       are highly uncertain.  There is no assurance that NPF XII
       has a claim against NPF VI for $300,000,000.  NPF VI may
       have valid defenses to the intercompany claims.  Any
       litigation would require the resolution of extremely
       complex factual and legal issues;

   (2) NPF XII would likely face significant difficulties in
       collecting its claims against NPF VI.  NPF XII would be
       unlikely to collect the full amount of any fraudulent
       transfer or other claims against NPF VI, since there is a
       substantial possibility that any claims would be treated
       as prepetition unsecured claims;

   (3) Litigation over the amount and treatment of the
       intercompany claims between NPF VI and NPF XII, as well as
       the allocation of the estates' other available assets,
       would be extremely expensive and time-consuming and would
       raise an unusually large number of complex legal and
       factual issues.  Any litigation would also be a serious
       distraction to the Debtors' efforts to vigorously
       prosecute their claims against their former healthcare
       provider clients and other third parties; and

   (4) The Proposed Settlement will result in the largest
       possible aggregate recovery for all creditors,
       particularly when the ING Payment is taken into account.      
       Moreover, approval of the Settlement will allow the plan
       confirmation process to move forward so the substantial
       ongoing administrative costs of the cases may be minimized
       and distributions to creditors under the plan may commence
       as soon as possible. (National Century Bankruptcy News,
       Issue No. 26; Bankruptcy Creditors' Service, Inc., 215/945-
       7000)


NATIONSLINK: S&P Raises & Affirms Ratings on Series 1999-2 Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on six
classes of NationsLink Funding Corp.'s commercial mortgage pass-
through certificates series 1999-2. At the same time, ratings are
affirmed on eight other classes from the same series.

The raised and affirmed ratings reflect increased credit
enhancement levels and improved operating performance.

The master and special servicer, ORIX Capital Markets LLC,
provided fiscal year 2002 and 2003 net cash flow data for 97.21%
of the pool. Based on this information, Standard & Poor's
calculated the weighted average debt service coverage ratio (DSCR)
to be 1.59x. The weighted average DSCR for the pool at issuance,
based on NCF, was 1.38x.

As of Oct. 20, 2003, no mortgages were reported as delinquent.
Three loans (1.40% of the pool) are specially serviced, but
current, since January 2003. The largest specially serviced asset
is a 193,467-sq.-ft. retail property located in Durham, N.C. with
an outstanding loan balance of $9,256,633. The property reports a
DSCR of 1.06x as of Sept. 30, 2003. The loan was transferred to
the special servicer in January 2003. Kmart, which occupied 94,500
sq. ft. of the property, vacated following a rejection of the
lease in April 2003. The borrower was able to keep the loan
current and executed a lease in October 2003 with a church to
occupy 100% of the vacated Kmart space. The borrower also
continues to market a vacant seven-screen theater, which occupies
22,500 sq. ft. of the property. The property is currently 88%
occupied including the vacant theater. There are 23 remaining
tenants, including national tenants such as Winn Dixie, Big Lots,
and Wachovia Bank.

The second-largest specially serviced asset is a 56-bed nursing
home in Bloomfield, New Jersey with an outstanding loan balance of
$1,792,338. The loan was transferred to special servicing in July
2003 due to low DSCR of 0.73x for the trailing 12-month period
ending March 31, 2003. Increased labor and insurance costs have
contributed to the decreased DSCR, while occupancy (82% as of
September 2003) and revenue remain stable. ORIX will continue to
closely monitor the loan and its performance.

The final specially serviced asset is a 49-unit apartment complex
in Ham Lake, Minnesota, located 10 miles north of Minneapolis. It
has an outstanding loan balance of $748,083. The loan is current
and is expected to return to the master servicer.

As of October 2003, ORIX listed 61 loans ($167,090,686, 19.85% of
pool) on its watchlist. The largest loan on the list is Sheldon
Palms Apartments, which is the sixth-largest loan in the pool.
Sheldon Palms Apartments is a 312-unit apartment complex located
in Tampa, Fla. with an outstanding principal balance of
$11,927,798. ORIX reported a DSCR of 1.12x as of Dec. 31, 2002,
down from 1.25x at issuance. According to ORIX, the decrease in
DSCR reflects an income drop and high costs of operation.
Occupancy was reported at 89% December 2002, but has been brought
up to 91% as of March 2003. Overbuilding in the Tampa area and new
home purchases within the low interest rate environment have
contributed to the slight decline in occupancy since issuance at
95%.

Another large watchlisted loan, SLJ Realty Portfolios, is secured
by five retail properties in New York and New Jersey. It is the
seventh-largest loan in the pool with an outstanding balance of
$11,154,070. The loan reported a DSCR of 1.68x as of Dec. 31,
2002, up 28% since issuance. According to ORIX, two of the
properties in the portfolio became vacant as of June 2003. The
sole tenant for a Brooklyn, N.Y. property, 376 Fulton Street, had
filed for bankruptcy and vacated the property. A month-to-month
lease was signed in October 2003 with a new tenant, Miracle
Clothing. The second vacated property is a retail property in
Raritan New Jersey. The space was formerly leased by The Wiz. A
new lease has been signed with LTI Electronics, with a lease
expiration of July 31, 2013. The new tenant will begin making
payments in November 2003.

The top 10 assets, by balance, comprise 18.6% of the loan pool.
Year-end 2002 NCF data was provided for all of the top 10 loans.
Based on this information, Standard & Poor's calculated a weighted
average DSCR of 1.33x for the top 10 loans, up from 1.30x at
cutoff.

As of the Oct. 20, 2003 distribution date, the certificates were
collateralized by a pool of 258 mortgage loans with an aggregate
unpaid principal balance of $841,642,806, down from 330 loans
totaling $1,122,153,392 at issuance. The pool is geographically
dispersed, with properties domiciled in 31 states. California
(33.4% of pool balance), Nevada (10.3%), and Florida (10.1%) are
the only states with concentrations in excess of 10%. The pool is
represented by a variety of property types, including retail
(31.92%), multifamily (31.91%), industrial (11.8%), and office
(11.7%).

Based on discussions with the servicer, Standard & Poor's stressed
various loans in the mortgage pool as part of its analysis. The
expected losses and resultant credit enhancement levels adequately
support the raised and affirmed ratings.
   
                        RATINGS RAISED
   
                     NationsLink Funding Corp.
        Commercial mortgage pass-thru certs series 1999-2
   
                     Rating
        Class     To        From           Credit Support (%)
        B         AAA       AA+                        29.33
        C         AA+       A+                         24.00
        D         A         BBB+                       16.00
        E         A-        BBB                        14.00
        F         BB+       BB                          7.33
        G         BB        BB-                         6.33
   
                        RATINGS AFFIRMED
   
                    NationsLink Funding Corp.
        Commercial mortgage pass-thru certs series 1999-2
   
        Class     Rating             Credit Support (%)
        A-2       AAA                            36.00
        A-3       AAA                            36.00
        A-4       AAA                            36.00
        A-1C      AAA                            36.00
        A-2C      AAA                            36.00
        H         B                               3.67
        J         B-                              3.33
        X         AAA                              N/A


NATIONSRENT: Court Approves Stipulation re Kroll's $1.75MM Fee
--------------------------------------------------------------
NationsRent Inc., and its debtor-affiliates obtained the Court's
approval of a Stipulation entered into by the Debtors and Kroll
Zolfo and The Baupost Group LLC -- the Majority Bank Debt
Holder.

The Stipulation resolves the claims, objections and concerns and
to avoid the additional time and expenses of further dispute,
wherein the parties stipulated and agreed that Kroll Zolfo will
reduce the request for allowance and payment of the Consummation
Fee to $1,750,000.

To recall, on February 26, 2002, the Court approved the
NationsRent Debtors' employment of Kroll Zolfo Cooper, LLC as
their Bankruptcy Consultants and Management Advisors.  On
September 11, 2003, Kroll Zolfo filed its Final Fee Application
for allowance and payment of Consummation Fee as Bankruptcy
Consultants and Management Advisors to the Debtors for $2,500,000.
Subsequently, the Debtors raised concerns regarding the
Consummation Fee requested by Kroll Zolfo. (NationsRent Bankruptcy
News, Issue No. 39; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


NOMURA ASSET: Fitch Affirms BB Rating on Class B-1 Certificates
---------------------------------------------------------------
Nomura Asset Securitization Corp.'s commercial mortgage pass-
through certificates, series 1995-MD III, interest-only class A-
3CS and $42.8 million class A-4 are upgraded to 'AA-' from 'A-' by
Fitch Ratings. The remaining classes are affirmed by Fitch as
follows: $198.7 million class A-1B, $32.1 million class A-2, $32.1
million class A-3, and interest-only classes A-1CS and A-2CS at
'AAA', and the $42.8 million class B-1 at 'BB'. Fitch does not
rate classes B-2, B-3, B-4A, B-4B, and B-4C.

The upgrades are due to the defeasance of three loans (64% by loan
balance), paydowns due to repayments and scheduled amortization,
and the stable performance of three of the five remaining loans.
The certificates are currently collateralized by five mortgage
loans (36%) on 21 properties and three defeased loans (the
Kaufman, Haagen, and Delmar loans). As of the November 2003
distribution date, the pool's collateral balance has been reduced
by 28%, to $385.9 million from $534.8 million at issuance.

As part of its review, Fitch analyzed the performance of each
(non-defeased) loan and its underlying collateral. The debt
service coverage ratios were calculated using borrower reported
net operating income less required reserves, the current loan
balance, and the Fitch stressed refinance constant. The pool's
weighted average DSCR (for the non-defeased loans) as of the
trailing twelve months 6/03 was 1.27 times, down from 1.47x at TTM
6/02 and down from 1.50x at issuance (for the same loans). Despite
the decline in DSCR, the overall collateral quality of the pool is
significantly above that at issuance due to the high percentage of
defeased loans.

Fitch remains concerned with the hotel concentration (15%),
consisting of the Cayman and the Larken loans. The Cayman loan
(9%) is collateralized by a Marriott Hotel on Grand Cayman Island
in the British West Indies. After failure of the property to meet
its required DSCR and of the borrower to fund expenses and
reserves, the loan was transferred to the Special Servicer via a
deed-in lieu of foreclosure in May 2003. The TTM 6/03 DSCR
declined to 0.58x from 0.87x as of TTM 6/02 and 2.05x at issuance.
Revenue per available room declined to $60 as of YE 2002 from $125
at issuance, reflecting a substantial decline in average occupancy
from 80% to 32%. The hotel's performance has been significantly
impacted by the economic downturn and overall drop in travel to
the Caribbean.

The Larken portfolio (6%) is secured by four full-service hotels
in Colorado, Texas, and Montana. The portfolio's performance
continues to show deterioration. The TTM 6/03 DSCR was 0.58x, down
from 0.96x as of TTM 6/02, and 1.75x at issuance. RevPAR has
declined to $34.50 as of TTM 6/03, from $37 at issuance, primarily
due to a drop in occupancy.

The pool's healthcare concentration has been reduced to only 4% by
the defeasance of the Delmar loan (11%). A new entity has recently
assumed the operating leases from the bankrupt former operator of
the Bishop loan (4%), which is secured by nine skilled-nursing
facilities in northwestern Georgia. Performance remains strong,
with the TTM 6/03 DSCR at 2.09x, up from 1.87x as of TTM 6/02,
although down slightly from 2.16x at issuance. The average
occupancy for TTM 6/03 was 91% compared to 97% at closing.

The Wampold Loan (9%) is secured by six multifamily properties in
Louisiana. Occupancy has been maintained at 95% since TTM 6/02,
from 93% at issuance; and the TTM 6/03 DSCR increased to 1.75x
from 1.23x at during the same period.

The Bayfront loan (7%) is secured by an 18-story office building
in Miami, FL containing 230,000 square feet (sf) of office space
and 98,000 sf of retail space. The TTM 6/03 DSCR increased to
1.64x from 1.26x at issuance. The property's occupancy was 94% as
of June 2003, compared to 98% at issuance, primarily due to
weakness in the retail component. Overall, underwritten net cash
flow has increased 16% from issuance.

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


NUEVO ENERGY: Q3 2003 Operating Results Show Marked Improvement
---------------------------------------------------------------
Nuevo Energy Company (NYSE:NEV) reported net income of $10.0
million, or $0.51 per diluted share in the third quarter 2003,
compared to $6.2 million, or $0.35 per diluted share in the third
quarter 2002. Income from continuing operations for the third
quarter 2003 was $9.4 million, or $0.48 per diluted share versus
$3.9 million, or $0.22 per diluted share in the year ago period.
The 141% increase in income from continuing operations in the
third quarter 2003 versus the year ago period reflects higher
realized natural gas prices, increased crude oil and natural gas
production, and reduced interest expense and exploration costs.

Net cash provided by operating activities was $45.2 million in the
third quarter 2003 compared to $38.5 million in the same period in
2002. Discretionary cash flow, a non-GAAP financial measure, was
$37.4 million in the third quarter 2003 compared to $33.4 million
in the third quarter 2002.

"This was another strong quarter for Nuevo in terms of financial
performance," commented Jim Payne, Chairman, President and CEO.
"Our financial results reflect an increase in oil and gas
production and continued financial discipline which in turn
resulted in a significant decline in our financial leverage."

                      Production and Prices

Total production from continuing operations increased 9% to 48.8
thousand barrels of oil equivalent (MBOE) per day in the third
quarter 2003 compared to 44.9 MBOE per day in the year ago period.
Production from our discontinued operations was 0.7 MBOE per day
in the third quarter 2003 and 4.0 MBOE per day in the third
quarter 2002. Crude oil production of 42.4 thousand barrels
(MBbls) per day was 6% higher than 39.9 MBbls per day in the
comparable period in 2002 primarily attributable to increased
production from the Point Pedernales Field offshore California
(increased working interest) and the Belridge Field onshore
California, and production from our September 2002 West Texas
acquisition. The realized crude oil price decreased 3% to $18.99
per barrel in the third quarter 2003 versus $19.56 per barrel in
the year ago period. Included in the realized crude oil prices are
hedging losses of $2.03 per barrel in the third quarter 2003 and
$1.59 per barrel in the comparable period a year ago.

Nuevo's third quarter 2003 natural gas production increased 29% to
38.3 million cubic feet (MMcf) per day from 29.7 MMcf per day in
the third quarter 2002 due to production from our West Texas
acquisition which more than offset lower production offshore
California primarily attributable to a natural field decline at
the Pitas Point Field. Nuevo's realized natural gas price
increased 18% to $3.86 per thousand cubic feet (Mcf) in the third
quarter 2003 compared to $3.26 per Mcf in the year ago period.
Included in the realized natural gas price is a hedging loss of
$0.08 per Mcf in the third quarter 2003. No natural gas was hedged
in the year ago period.

                          Drilling Update

The completion of the thermal drilling program onshore California
resulted in a production increase of 700 barrels per day in the
third quarter 2003 compared to the second quarter 2003. Production
is expected to increase further in the fourth quarter 2003 as
production from these new wells will be enhanced by steaming
operations.

In the third quarter 2003, two thrusted Strawn wells were drilled
in the Pakenham Field in West Texas. The most prolific of these
wells had an initial production rate of 2.8 MMcf per day in the
third quarter 2003, compared to an average initial production rate
per well of 1.5 MMcf per day from the thrusted Strawn formation.
For the remainder of the year, Nuevo will drill two additional
shallow Wolfcamp wells in the Pakenham Field which will complete
the 2003 drilling program of six shallow non-thrusted and three
thrusted wells. In the deeper formation in the Pakenham Field, the
Ellenburger test well, spudded in July 2003, was plugged and
abandoned due to downhole drilling complications and mechanical
problems. Early in the fourth quarter, Nuevo moved the rig to a
new location in the Pakenham Field and spudded a second
Ellenburger well.

                      Costs and Expenses

Total costs and expenses in the third quarter 2003 were $64.5
million versus $63.3 million in the year ago period.

Lease operating expense was $39.6 million in the third quarter
2003 compared to $36.8 million in the year ago period. Excluding
the natural gas cost, lease operating expense was $29.3 million in
the third quarter 2003 versus $28.7 million in the comparable
period in 2002. Natural gas costs increased 20% to $3.69 per Mcf
in the third quarter 2003 versus $3.08 per Mcf in the year ago
period. Natural gas is used to generate steam which in turn
facilitates production of heavy oil onshore California.
Exploration costs declined 87% to $0.3 million in the third
quarter 2003 compared to $2.3 million in the year ago period which
included the write-off of our Anaguid permit in Tunisia. DD&A
declined 4% to $17.3 million in the third quarter 2003 compared to
$18.0 million in the year ago period primarily due to a lower DD&A
rate which more than offset an increase in crude oil and natural
gas production. The DD&A expense averaged $3.86 per barrel oil
equivalent (BOE) in the third quarter 2003 compared to $4.36 per
BOE in the year ago period. General and administrative costs
remained relatively flat year-over-year at $6.6 million in the
third quarter 2003 versus $6.5 million in the same period in 2002.

Interest expense declined 35% to $6.2 million in the third quarter
2003 compared to $9.5 million in the year ago period due to the
second quarter 2003 redemption of $159.6 million of 9 1/2% Notes,
resulting in $3.8 million of interest expense savings in the third
quarter 2003.

                     Capital Expenditures

Capital expenditures in the third quarter 2003 were $18.6 million
compared to $10.6 million in the third quarter 2002. Capital
expenditures for the nine months 2003 were $51.1 million compared
to $41.2 million in the comparable period in 2002. Our 2003
capital program will be in the range of $60 - $65 million.

                        Balance Sheet

At September 30, 2003, total debt outstanding was $276.3 million
versus $438.3 million at year-end 2002. At the end of the third
quarter 2003, Nuevo's debt to capital ratio, as defined in our
credit agreement, declined to 42% compared to 57% at year-end
2002. The fixed charge coverage ratio improved to 4.9 times for
the four quarters ending September 30, 2003 versus 3.7 times at
year-end 2002.

For the nine months ended September 30, 2003, Nuevo repaid $160
million of high coupon debt. As of November 5, 2003, Nuevo
completed the redemption of an additional $25 million of 9 1/2%
Senior Subordinated Notes due 2008, leaving a balance outstanding
for this issue of $75 million.

As of September 30, 2003, Nuevo had assets held for sale with a
book value of approximately $37.1 million related to California
real estate assets.

                        Financial Guidance

The fourth quarter 2003 and year 2003 financial and operating
guidance is provided in a separate press release and will be
posted on the Company's Web site.

Nuevo Energy Company (S&P/BB-/Stable) is a Houston, Texas-based
company primarily engaged in the acquisition, exploitation,
development, exploration and production of crude oil and natural
gas. Nuevo's domestic producing properties are located onshore and
offshore California and in West Texas. Nuevo is the largest
independent producer of oil and gas in California. The Company's
international producing property is located offshore the Republic
of Congo in West Africa. To learn more about Nuevo, please refer
to the Company's internet site at http://www.nuevoenergy.com


PACIFICARE HEALTH: Confirms Improved Outlook for 2003 Results
-------------------------------------------------------------
PacifiCare Health Systems, Inc. (NYSE: PHS), confirmed that there
has been no change to the company's recently increased earnings
guidance for the full year 2003 disclosed in the company's
quarterly earnings announcement and conference call on November 5,
2003, other than the one-time expenses associated with its
recently announced pending senior note redemption.

The expenses associated with the redemption of $175 million in
principal of its 10-3/4% senior notes will amount to approximately
$17.3 million, net of tax, which will be expensed in the fourth
quarter of 2003.  In addition, the 3.8 million shares being issued
in the equity offering announced November 10, 2003, are expected
to increase the estimated weighted average number of shares
outstanding in the fourth quarter of 2003 by approximately 1.9
million shares.  For the full year 2003, the issuance of the 3.8
million shares is expected to increase the estimated weighted
average number of shares outstanding by approximately 0.5 million
shares.

PacifiCare Health Systems (S&P, B Convertible Subordinated
Debenture Rating, Negative) is one of the nation's largest
consumer health organizations with more than 3 million health plan
members and approximately 9 million specialty plan members
nationwide.  PacifiCare offers individuals, employers and Medicare
beneficiaries a variety of consumer-driven health care and life
insurance products.  Currently, more than 99 percent of
PacifiCare's commercial health plan members are enrolled in plans
that have received Excellent Accreditation by the National
Committee for Quality Assurance (NCQA).  PacifiCare's specialty
operations include behavioral health, dental and vision, and
complete pharmacy and medical management through its wholly owned
subsidiary, Prescription Solutions.  More information on
PacifiCare Health Systems is available at
http://www.pacificare.com


PACIFICARE HEALTH: S&P Ratchets Low-B Ratings One Notch Higher
--------------------------------------------------------------
On Nov. 12, 2003, Standard & Poor's Ratings Services raised its
counterparty credit, secured bank loan, senior unsecured debt, and
subordinated debt ratings on PacifiCare Health Systems Inc., one
notch to 'BB', 'BB', 'BB', and 'B+', respectively.

At the same time, Standard & Poor's placed these ratings on
CreditWatch with positive implications.

The ratings were raised because of the company's improved risk-
adjusted capitalization and continued strong earnings performance.
Standard & Poor's put the ratings on CreditWatch positive
following PacifiCare's announcement that it has offered to issue
3.8 million shares of its common stock under a shelf registration
statement previously filed and declared effective by the SEC. The
net proceeds from this offering of about $200 million (after
underwriting fees) will be used to redeem $175 million in
principal of the company's outstanding 10.75% senior notes
maturing on June 1, 2009. The proceeds will also be used to pay
accrued interest expense, the redemption premium, and other fees
and expenses associated with the transaction.

PacifiCare holds a strong business position as a regional managed
care organization. It serves about 2.9 million members in eight
states and Guam, offering primarily HMO-related products and
services. Specialty products offered by the company include
dental, vision, life, behavioral health, and pharmacy management.
PacifiCare is one of the largest Medicare risk contractors in the
U.S.

                           Outlook

Standard & Poor's believes PacifiCare's recapitalization plan will
result in a stronger capital profile, as the company's
capitalization, liquidity, and financial flexibility are expected
to improve. PacifiCare's debt-to-capital ratio is expected to
decrease to a pro forma 25% at year-end 2003 from about 33% as of
Sept. 30, 2003. Interest coverage (EBITDA/interest expense) is
expected to improve to about 12x in 2004, which is very strong.
Standard & Poor's expects that PacifiCare's debt-servicing costs
will be lower going forward. In addition, the company's financial
flexibility is expected to improve because of a lower level of
debt relative to shareholders' equity, providing it with room to
raise capital if needed.

More importantly, in 2003, PacifiCare's management has committed
to capitalize its operating subsidiaries at a much stronger level
than before. The level of statutory capital maintained at
PacifiCare's California HMO, its largest operating subsidiary, is
expected to increase significantly in 2003. In previous years, the
capital adequacy ratio at PacifiCare's California HMO was
marginal. PacifiCare's consolidated capital adequacy ratio for all
of its operating HMOs, as measured by Standard & Poor's model, is
expected to improve to a strong level of about 120% at year-end
2003 from a marginal level of less than 100% in previous years.

Upon completion of the announced common stock issuance and the
redemption of the company's outstanding 10.75% senior notes,
Standard & Poor's expects to raise its counterparty credit,
secured bank loan, and senior unsecured debt ratings on PacifiCare
to 'BB+' and its subordinated debt rating on PacifiCare to 'BB-'.

                         Ratings List

                                        TO               FROM

PacifiCare Health Systems Inc.
Counterparty credit rating           BB/WatchPos/--  BB-/Positive/
Secured bank loan rating             BB/WatchPos     BB-
Senior unsecured debt rating         BB/WatchPos     BB-
Preliminary subordinated debt rating B+/WatchPos     B


PACIFICARE HEALTH: S&P Ups Ratings Citing Strong Earnings
---------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit,
secured bank loan, senior unsecured debt, and subordinated debt
ratings on PacifiCare Health Systems Inc. one notch to 'BB', 'BB',
'BB', and 'B+', respectively, because of the company's improved
risk-adjusted capitalization and continued strong earnings
performance.

Standard & Poor's also said that it placed these ratings on
CreditWatch with positive implications following PacifiCare's
announcement that it has offered to issue 3.8 million shares of
its common stock under a shelf registration statement previously
filed and declared effective by the SEC.

The net proceeds from this offering of about $200 million (after
underwriting fees) will be used to redeem $175 million in
principal of the company's outstanding 10.75% senior notes
maturing on June 1, 2009. The proceeds will also be used to pay
accrued interest expense, the redemption premium, and other fees
and expenses associated with the transaction.

PacifiCare holds a strong business position as a regional managed
care organization. It serves about 2.9 million members in eight
states and Guam, offering primarily HMO-related products and
services. Specialty products offered by the company include
dental, vision, life, behavioral health, and pharmacy management.
PacifiCare is one of the largest Medicare risk contractors in the
U.S.

"Upon completion of the announced common stock issuance and the
redemption of the company's outstanding 10.75% senior notes,
Standard & Poor's expects to raise its counterparty credit,
secured bank loan, and senior unsecured debt ratings on PacifiCare
to 'BB+' and its subordinated debt rating on PacifiCare to 'BB-',"
said Standard & Poor's credit analyst Phillip C. Tsang.


PANGEO PHARMA: Canadian Court Sanctions Plan of Arrangement
-----------------------------------------------------------
PanGeo Pharma Inc. announced that on November 5, 2003 the Quebec
Superior Court made an Order sanctioning the Plan of Arrangement
submitted by PanGeo Pharma and its various subsidiaries to its
creditors. The Plan had been approved by the PanGeo Group's
creditors at a meeting held on October 21, 2003.

The Plan called for the liquidation of the PanGeo Group with the
proceeds being distributed among the creditors of the PanGeo Group
in accordance with their relative priority.

On November 5, 2003 the Quebec Superior Court also made an Order
authorizing PanGeo Pharma to complete a transaction with an
investor group that includes Joddes Limited ("Joddes"), a member
of the Pharmascience Group of companies, as a result of which the
investor group acquired, on November 6, 2003, all of the shares of
PanGeo Pharma Inc.'s subsidiaries, including its principal
operating subsidiary, PanGeo Pharma (Canada) Inc., free and clear
of all liens, claims and encumbrances. The Quebec Superior Court
has confirmed that the transaction with Joddes constitutes the
liquidation contemplated by the Plan.

Pursuant to the agreement between PanGeo Pharma Inc. and the
investor group, accounts receivable owing to the PanGeo Group as
of November 6, 2003 are to be collected by Ernst & Young Inc. in
its capacity as the Monitor of the PanGeo Group. The PanGeo
Group's unsecured creditors will be entitled to receive a
distribution on their claims against the PanGeo Group based on a
portion of the receivables of the PanGeo Group actually collected
by the Monitor. The amount, if any, of the distribution to PanGeo
Pharma's unsecured creditors will depend on the result of
collections by the Monitor.

PanGeo Pharma Inc. will continue to exist as a public company but
has no tangible assets or business activities. Its shares will
also continue to be cease-traded until and when the company's
financial reporting is brought up-to-date.


PETROLEUM GEO: S&P Withdraws D Ratings after Ch. 11 Emergence
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'D' ratings on
Petroleum Geo-Services ASA. At the same time, Standard & Poor's
revised its CreditWatch listing on subsidiary Oslo Seismic
Services Inc. to positive from developing.

"Last week, PGO emerged from Chapter 11 bankruptcy protection,"
noted Standard & Poor's credit analyst Bruce Schwartz. "Standard &
Poor's intends to assign new ratings to PGO and its financings in
the next 45 days," he continued.

At the time of the PGO bankruptcy filing in July 2003, the ratings
on Oslo Seismic were placed on CreditWatch with developing
implications, reflecting the possibility that Oslo Seismic could
be entangled in PGO's restructuring process. As PGO has emerged
from bankruptcy protection, such an event is no longer a concern.
The ratings on Oslo Seismic likely will be upgraded along with the
assignment of new ratings on PGO.


PG&E CORP: Third-Quarter 2003 Results Show Marked Improvement
-------------------------------------------------------------
PG&E Corporation (NYSE: PCG) earned $510 million, or $1.24 per
share, in consolidated net income for the third quarter of 2003,
compared with $466 million, or $1.19 per share, for the third
quarter of 2002.

Third-quarter 2003 consolidated earnings from operations for PG&E
Corporation and its California utility business, Pacific Gas and
Electric Company, were $174 million, or $0.42 per share, compared
with $241 million, or $0.61 per share for the third quarter last
year.

"PG&E Corporation delivered earnings from operations on target for
the quarter," said Robert D. Glynn, Jr., PG&E Corporation Chairman
of the Board, CEO and President. "We continue to see a clear path
to stability and increasing financial performance through approval
and implementation of the proposed settlement agreement to allow
Pacific Gas and Electric Company to exit Chapter 11 by the end of
the first quarter of 2004. We believe the company is on track and
on schedule to achieve that objective."

PG&E Corporation's consolidated earnings from operations do not
include results from National Energy & Gas Transmission, Inc.
(NEGT, previously PG&E National Energy Group, Inc.). Also excluded
from earnings from operations are headroom at Pacific Gas and
Electric Company, as well as certain non-operating income and
expenses that are listed as "Items Impacting Comparability" on the
attached supplemental financial table, which reconciles earnings
from operations with reported earnings under GAAP.

Income from headroom (the difference between Pacific Gas and
Electric Company's generation-related costs and generation-related
revenues) was $495 million, or $1.19 per share, for the quarter
compared with $376 million, or $0.95 per share, in the third
quarter of 2002. Total headroom through the third quarter of 2003
was a positive $635 million, or $1.55 per share.

Items impacting comparability at the Corporation and Pacific Gas
and Electric Company included incremental interest costs of $130
million, or $0.30 per share, as well as Chapter 11 costs and costs
related to the California energy crisis of $24 million, or $0.06
per share, generally consisting of external legal fees, financial
advisory fees and other related costs.

The Corporation's quarterly report on Form 10-Q will disclose the
earnings impact of accounting for stock options if the company
were to record them as an expense. For the third quarter of 2003,
accounting for stock options as an expense would have reduced
earnings by $0.02 per share.

               PACIFIC GAS AND ELECTRIC COMPANY

Pacific Gas and Electric Company contributed $174 million, or
$0.42 per share, to earnings from operations for the quarter,
compared with $232 million, or $0.59 per share, for the same
quarter last year.

As expected, the difference between Pacific Gas and Electric
Company's third quarter 2003 and third quarter 2002 operating
earnings per share largely reflected the continued absence of a
revenue increase through the 2003 General Rate Case pending at the
California Public Utilities Commission. The additional revenues
are necessary to offset additional expenses for rate base growth,
inflation, benefits and other costs. Other items accounting for
the quarter-over-quarter difference were lower gas transmission
revenues in 2003, as increased hydroelectric production reduced
the demand for some gas-fired generation, and an increase in 2003
in the average number of common shares outstanding.

            PROPOSED 2003 GRC SETTLEMENT AGREEMENT

In September, the utility, together with the CPUC's Office of
Ratepayer Advocates and various consumer groups, reached a
proposed settlement agreement to resolve the 2003 GRC. Under the
settlement, the utility would receive an increase in revenues of
$236 million for electric distribution, $52 million for gas
distribution, and $38 million for electric generation. The revenue
increases will be effective for the full year 2003. The agreement
would also provide for timely and predictable revenue increases in
2004, 2005 and 2006, to cover higher expenses for rate base growth
and inflation. A final 2003 GRC decision is expected early next
year, and if received in time, will be booked fully in the
utility's fourth quarter 2003 results.

            PROPOSED CHAPTER 11 SETTLEMENT AGREEMENT

During the third quarter, the proposed settlement agreement to
resolve Pacific Gas and Electric Company's Chapter 11 case
continued through the approval processes in the federal bankruptcy
court and at the CPUC.

A new plan of reorganization based on the terms of the proposed
settlement agreement received nearly unanimous support in a vote
by creditors, with 97 percent of voting creditors and all voting
creditor classes electing to approve the plan. Confirmation
hearings on the plan began this week in the bankruptcy court and
are scheduled to conclude within several weeks.

The CPUC's public hearings on the proposed settlement agreement
were concluded on schedule in late September. A proposed decision
from the administrative law judge is expected in November, and a
final decision by the CPUC is expected in December.

               NATIONAL ENERGY & GAS TRANSMISSION

On July 8, 2003, National Energy & Gas Transmission, then named
PG&E National Energy Group, Inc., and certain of its subsidiaries
filed for Chapter 11. PG&E Corporation no longer has
representatives on NEGT's Board of Directors and no longer retains
significant influence over the ongoing operations of NEGT. PG&E
Corporation's equity interest in NEGT is expected to be eliminated
when the bankruptcy court approves a plan of reorganization for
NEGT.

As appropriate under accounting rules, as of July 8, 2003, PG&E
Corporation is no longer including NEGT in the Corporation's
consolidated results and has begun using the cost method of
accounting to reflect its ownership interest in NEGT.

PG&E Corporation's consolidated net income for the third quarter
includes financial results for NEGT only for the period July 1
through July 7, 2003.

     GUIDANCE FOR 2003 AND 2004 EARNINGS FROM OPERATIONS

Reaffirming its previously issued earnings guidance, the
Corporation expects 2003 earnings from operations for PG&E
Corporation and Pacific Gas and Electric Company to be in the
range of $1.90-$2.00 per share, not including headroom. For 2004,
earnings from operations are expected to be in the range of $2.00-
$2.10 per share.

Guidance estimates reflect forecasted consolidated results for
PG&E Corporation and Pacific Gas and Electric Company; guidance
does not include NEGT. Among the assumptions on which current
guidance for 2003 is based is the expectation that the CPUC issues
a decision in the utility's 2003 GRC in time to be included in the
company's fourth quarter financial results, and that the outcome
is consistent with the proposed GRC settlement agreement. In
addition, guidance for 2004 is based on a number of assumptions,
including the assumption that the proposed settlement agreement to
resolve the utility's Chapter 11 case is approved and the
contemplated plan of reorganization is implemented in a timely
manner.

PG&E Corporation bases guidance on "earnings from operations" in
order to provide a measure that allows investors to compare the
underlying financial performance of the business from one period
to another, exclusive of items that management believes do not
reflect the normal course of operations. Earnings from operations
are not a substitute or alternative for total net income presented
in accordance with generally accepted accounting principles.

The estimated range for 2003 earnings on a GAAP or "reported"
basis for PG&E Corporation and Pacific Gas and Electric Company is
$1.26-$2.18 per share. For 2004, the estimated range for reported
earnings for PG&E Corporation and Pacific Gas and Electric Company
is $1.78-$1.93 per share. The attachment to this news release
reconciles estimated earnings from operations with estimated total
net income.


PG&E NAT'L: USGen Also Turns to Lazard Freres for Fin'l Advice
--------------------------------------------------------------
National Energy & Gas Transmission, Inc., formerly known as PG&E
National Energy Group, Inc., and its debtor-affiliates inform the
Court that USGen New England Inc. is also seeking to employ
Lazard Freres & Co. LLC as financial advisor and investment
banker.  Because Lazard Freres' services will benefit both the
NEG Debtors and USGen, the Debtors have agreed to allocate Lazard
Freres' compensation in a way that fair and fully reflects the
shared benefits.

In this regard, the NEG Debtors ask the Court to modify the
compensation payable to Lazard Freres by allocating the monthly
fee and restructuring fee between the NEG Debtors and USGen.  
With USGen's consent and support, the NEG Debtors want to reduce
the amount of Lazard Freres':

   (a) monthly fee from $200,000 to $125,000; and

   (b) restructuring fee from $4,500,000 to $3,000,000.

The NEG Debtors relate that the $125,000 Monthly Fee is payable
on the 15th day of November 2003 and each month thereafter until
the earlier of the completion of the Restructuring or the
termination of Lazard Freres' engagement.  For the period from
July 15, 2003 through November 14, 2003, the Monthly Fee payable
is $200,000.  For any Monthly Fee that has been paid to Lazard
Freres in excess of $125,000 for the four-month period, the
excess amount may be credited to the monthly fee payable by
USGen.  The NEG Debtors and USGen will reconcile payments to
Lazard Freres so that the monthly payments for the four-month
period by the NEG Debtors will equal $125,000 per month and the
monthly payments by USGen will equal $75,000 per month.  Any fee
paid with respect to the first six months of the engagement --
fees payable on July 15, 2003 through and including December 15,
2003 -- after taking into account any reconciliation contemplated
by the Debtors, will be credited against any fees subsequently
payable by the NEG Debtors.

All other terms of the Engagement Letter between the NEG Debtors
and Lazard Freres will remain in full force and effect.

Paul M. Nussbaum, Esq., at Whiteford, Taylor & Preston, LLP, in
Baltimore, Maryland, assures the Court that Lazard Freres will
not be reducing its services to the NEG Debtors.  In addition,
Mr. Nussbaum states that the reduction of the Fees is sought only
by the NEG Debtors.  This arrangement does not extend to USGen.

Mr. Nussbaum ascertains that Lazard Freres remains disinterested
despite its additional engagement as financial advisor and
investment banker to USGen.  The engagement by USGen does not
impair Lazard Freres' disinterestedness as both the NEG Debtors
and USGen share the goal and economic incentive of maximizing the
value of their assets, business and estate. (PG&E National
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service, Inc.,
215/945-7000)    


PHARMACEUTICAL FORMULATIONS: Sept. Net Capital Deficit Hits $18M
----------------------------------------------------------------
Pharmaceutical Formulations, Inc. (OTC Bulletin Board: PHFR) had
net sales of $52.4 million for the nine months ended September 27,
2003, compared to net sales of $42.3 million for the nine months
ended September 28, 2002, an increase of 24.0%.  Of the increase,
$3.9 million reflected Konsyl's net sales for the period from
May 16, 2003 to September 27, 2003.  The balance of the sales
increase, totaling $6.2 million, is attributable to organic growth
from established private label customers. PFI had a net loss of
$1,295,000 for the nine months ended September 27, 2003, compared
to a net loss of $1,881,000 million for the comparable nine-month
period of the prior year.

For the quarter ended September 27, 2003, PFI had net sales of
$18.6 million and a net loss of $380,000, compared to net sales of
$15.9 million and a net income of $61,000 for the comparable
quarter of the prior year.  Konsyl's net sales for the quarter
were $2.6 million.  During December 2002, PFI changed its fiscal
year-end from the 52-53 week period which ends on the Saturday
closest to June 30 to the 52-53 week period which ends on the
Saturday closest to December 31.

During the quarter ended September 27, 2003, PFI entered into an
agreement with a major supplier of APIs (Active Pharmaceutical
Ingredients) for the jointly funded development of Abbreviated New
Drug Applications (ANDAs) for generic prescription strength
dosages of certain of its products.  PFI will develop the
formulations and be responsible for applying for and obtaining the
necessary regulatory approvals for the ANDAs from the Food & Drug
Administration.

On May 15, 2003 PFI completed its acquisition of the stock of
Konsyl Pharmaceuticals, Inc. of Fort Worth, Texas, a manufacturer
and distributor of powdered, dietary natural fiber supplements.  
The results of operations for Konsyl are included in the
consolidated results of operations of PFI from May 16, 2003.  PFI
believes this acquisition provides an opportunity to increase its
presence in both the private label and branded pharmaceutical
markets.  It also affords PFI the opportunity to introduce new
products and product line extensions under the "Konsyl(R)" brand
and PFI's own laxative products.  PFI believes that considerable
opportunities exist for cost savings through consolidation of the
two companies.

For the nine months ended September 27, 2003, cost of sales as a
percentage of net sales was 82.7% compared to 84.8% in the prior
year period. This decrease resulted entirely from the inclusion of
Konsyl.  Selling, general and administrative expenses were $3.5
million and $8.8 million for the three and nine months ended
September 27, 2003, compared to $2.2 million and $7.0 million in
the respective prior year periods.  The increases reflect the
inclusion of Konsyl and related transition costs, but do not
reflect anticipated future cost reductions from the consolidation
of PFI and Konsyl.

Interest expense was $844,000 and $2.6 million for the three and
nine months ended September 27, 2003, compared to $947,000 and
$3.0 million for the comparable prior year periods.  The decrease
is primarily a result of lower interest rates.

On December 21, 2001, ICC Industries Inc. increased its ownership
to 85.6% of the outstanding common shares of PFI.  Therefore, the
Company has been included in the consolidated tax return of ICC
since that date.  As a result, PFI has recorded a tax benefit of
$271,000 and $901,000 for the three and nine months ended
September 27, 2003 compared with a benefit of $302,000 and
$1,539,000 in the three and nine months ended September 28, 2002.

At September 27, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $18 million.

ICC Industries Inc. is the holder of approximately 74.5 million
shares (about 87%) of the common stock of PFI.  As a majority-
owned subsidiary of ICC, PFI enjoys the resources associated with
ICC's position as a global leader in the manufacturing, marketing
and trading of chemical, plastic and pharmaceutical products.  
Founded as a trading enterprise in 1952, ICC has expanded its line
of business to include manufacturing and production facilities in
23 locations throughout the United States, Europe, Israel, Russia,
China and Turkey.


PHILIP SERVICES: Plan Confirmation Hearing Set for Nov. 24
----------------------------------------------------------
On October 27, 2003, the Honorable Wesley W. Steen of the U.S.
Bankruptcy Court for the Southern District of Texas ruled on the
adequacy of the Disclosure Statement explaining the Second Amended
and Restated Joint Reorganization Plan of Philip Services
Corporation and its debtor-affiliates.  The Court found that the
Disclosure Statement contained the right kind and amount of
information to enable creditors to make informed decisions whether
to accept or reject the Plan.

Judge Steen will convene a hearing to consider confirmation of the
Plan on November 24, 2003, at 2:00 p.m. Central Time or as soon
thereafter as Counsel can be heard.

Pursuant to Bankruptcy Rule 3020(b), November 19, is fixed as the
deadline for serving objections to the confirmation of the Chapter
11 Plan. Objections must be filed with the Clerk of the Bankruptcy
Court and copies must be served on:

        a. The Debtors
           Philips Services Corporation, et al.
           Sonnenschein Nath & Rosenthal LLP
           1221 Avenue of the Americas
           New York, NY 10020
           Attn: Peter D. Wolfson, Esq.
           Fax: 212-768-6800

                   -and-

           Porter & Hedges, LLP
           700 Louisiana, Suite 3500
           Houston, TX 77002
           Attn: John F. Higgins, Esq.
           Fax: 713-226-0248

        b. The Icahn Plan Sponsor        
           High River Limited Partnership
           Brown Rudnick Berlack Israels LLP
           One Financial Center
           Boston, MA 02111
           Attn: Jeffrey L. Jonas, Esq.
           Fax: 617-856-8201

        c. The Prepetition Senior Lenders
           Wells Fargo Foothill, Inc., as Agent
           Goldberg, Kohn, Bell, Black, Rosenbloom & Moritz LLP
           55 East Monroe Street, Suite 3700
           Chicago, IL 60606
           Attn: Randall Klein, Esq.
           Fax: 312-332-2196

        d. The PIK/Term Lenders
           Canadian Imperial Bank of Commerce,
              as Administrative Agent
           White & Case LLP
           1155 Avenue of the Americas
           New York, NY 10036
           Attn: Howard Beltzer, Esq.
           Fax: 212-354-8113

        e. The Official Committee of Unsecured Creditors
              of Philip Services Corp., et al.
           Andrews Kurth LLP
           600 Travis Street, Suite 4200
           Houston, TX 77002
           Attn: Jeffrey Spiers, Esq.
           Fax: 713-220-4285

        f. The United States Trustee
           Southern District of Texas
           Hector Duran, Esq.
           515 Rusk, Suite 3516
           Houston, TX 77002
           Fax: 713-718-4670

Philip Services Corporation, a holding company which owns directly
or indirectly a series of industrial and metals services companies
that operate throughout North America, filed for chapter 11
protection with its debtor-affiliates on June 2, 2003 (Bankr. S.D.
Tex. Case No. 03-37718).  John F. Higgins, IV, Esq., at Porter &
Hedges LLP, represents the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed $613,423,000 in total assets and $686,039,000 in total
debts.     


PINNACLE FOODS: S&P Rates Senior Secured Credit Facility at BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Pinnacle Foods Holding Corp., and a 'BB-' rating
to the pickle and frozen food producer's proposed $700 million
senior secured credit facility.

In addition, Standard & Poor's assigned a 'B' rating to the
proposed $150 million senior subordinated notes due 2013. Proceeds
will be used to repay the company's existing senior secured credit
facility and finance the leveraged buyout of operating subsidiary
Pinnacle Foods Corp. Subsequently, ratings for the existing credit
facility will be withdrawn.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit rating on Pinnacle Foods Corp. and removed it from
CreditWatch, where it was placed on Aug. 11, 2003, following the
announcement by Hicks, Muse, Tate & Furst Incorporated that it had
signed a definitive agreement under which J.P. Morgan Partners and
J.W. Childs Associates L.P., in partnership with C. Dean
Metropoulos, would acquire Pinnacle Foods for $485 million. The
transaction is expected to close by the end of November 2003.
Subsequently, on Oct. 15, 2003, Aurora Foods Inc. (D/--/--)
announced a financial restructuring in which it would eventually
be merged with Pinnacle Foods for a total transaction value of
$979.5 million. The Aurora transaction is expected to close during
the first quarter of 2004.

The outlook is negative. Mountain Lakes, New Jersey-based Pinnacle
Foods is expected to have about $320 million of total debt
outstanding at the expected closing date by the end of November
2003.

Following the merger, Pinnacle Foods will take on about $625
million of additional debt. In the event, Pinnacle Foods fails to
merge with Aurora, the additional $475 million in senior secured
credit financing will expire 180 days after the closing of the
Pinnacle acquisition. "The additional merger-related debt will
further weaken Pinnacle's highly leveraged capital structure
resulting from the pending leveraged recapitalization," said
Standard & Poor's credit analyst Ronald Neysmith. "Standard &
Poor's is concerned about the newly merged entity's ability to
deleverage and improve credit measures to those more in line with
the rating," Mr. Neysmith added.


PREMCOR: PRG Senior Notes & Senior Sub. Notes Offering Completed
----------------------------------------------------------------
Premcor Inc. (NYSE: PCO) announced that its wholly-owned
subsidiary, The Premcor Refining Group Inc., has completed its
offering of $385 million in aggregate principal amount of Senior
Notes and Senior Subordinated Notes at par under the following
terms:

  -- $210 million of Senior Notes due 2011 at 6 3/4%; and

  -- $175 million of Senior Subordinated Notes due 2012 at 7 3/4%.

PRG intends to use the gross proceeds from the offering to redeem
its outstanding $100 million of 8-3/8% Senior Notes due 2007, $110
million of 8-5/8% Senior Notes due 2008, and $175 million of
8-7/8% Senior Subordinated Notes due 2007.  The Company announced
that these notes have been called for redemption to be effected on
December 12, 2003.  Redemption of the notes will include call
premiums of 2.094% for the 8 3/8% Senior Notes, 4.312% for
the 8-5/8% Senior Notes and 2.958% for the 8-7/8% Senior
Subordinated Notes. The Company expects to record a pretax charge
in the fourth quarter totaling approximately $17 million related
to the redemptions, including $12 million for the redemption
premiums and $5 million for the non-cash write-off of deferred
financing costs related to the redeemed notes.

Thomas D. O'Malley, Premcor's Chairman and Chief Executive
Officer, said, "Favorable market conditions and a strong reception
to our offering have allowed us to lower our financing costs by
over $6 million annually, and to extend the maturity dates on our
nearest-term debt.  Over the next few years we will be making
substantial investments in clean fuels upgrades, and we have now
extended our significant debt maturities well beyond this
investment period.  We are confident we can fund our clean fuels
investment and Port Arthur expansion programs with our cash on
hand and cash generated by our operations between now and the end
of 2006."

Premcor Inc. is one of the largest independent petroleum refiners
and marketers of unbranded transportation fuels and heating oil in
the United States.

As previously reported, Fitch Ratings assigned the senior
unsecured debt rating of 'BB-' of Premcor Refining Group to the
proposed offering by the company of $210 million of 6-3/4% senior
notes due 2011.

Fitch also assigned the rating of 'B' to the offering of $175
million of 7-3/4% senior subordinated notes by the company
due 2012. The Rating Outlook for PRG remains Positive.


RADIO ONE: Shows Strong Growth in Q3 2003 EPS and Free Cash Flow
----------------------------------------------------------------
Radio One, Inc. (NASDAQ:ROIAK and ROIA) reported its results for
the quarter ended September 30, 2003.

Net broadcast revenue was approximately $81.5 million, an increase
of 1% from the same period in 2002. Gross cash advertising revenue
increased approximately 3% while gross special events and non-
traditional revenue (which represented approximately 3% of the
Company's gross revenue in the quarter) declined 30% as less
profitable revenue-generating events were terminated or downsized
and revenue generated from independent record representatives
declined significantly. Operating income was approximately $37.5
million, an increase of 6% from the same period in 2002. Station
operating income was approximately $45.6 million, an increase of
6% from the same period in 2002. Net income was approximately
$16.7 million, or $0.16 per share, an increase of 30% from net
income of approximately $12.8 million, or $0.12 per share for the
same period in 2002. Free cash flow was $26.5 million, an increase
of 39% from free cash flow of approximately $19.1 million for the
same period in 2002.

Alfred C. Liggins, III, Radio One's CEO and President stated,
"This quarter, the environment for radio was only marginally
better than in the second quarter. With top line growth spotty and
tenuous, we did a great job of controlling our expenses, which led
us to post respectable growth in station operating income and
strong growth in net income and free cash flow. As we look through
to the end of the year, we are not seeing signs of a turnaround
but, anecdotally, things seem to be feeling better. Let's hope
that this sense of healing is a good leading indicator for next
year. Certainly, with the economy on the mend, and other positive
factors next year, such as the Olympics, the elections and fairly
easy comps, we are optimistic that radio will see growth closer to
its long-term trend in 2004. One notable bright spot for Radio One
was the strong Summer ratings book which showed ratings increases
for most of our radio stations, with some of those increases being
substantial. This should also bode well for 2004. As for TV One,
our joint venture with Comcast Corporation, the deal is closed and
the first drawdown of funding has occurred and the company is well
on its way to a successful launch in January 2004. We are very
excited by the potential of this new business and what it may mean
for future shareholder value."

With the adoption of Regulation G by the SEC, station operating
income replaces broadcast cash flow as the metric used by
management to assess the performance of our stations. It is
important to note that station operating income and free cash flow
are not measures of performance or liquidity calculated in
accordance with generally accepted accounting principles ("GAAP").
Management believes that these measures are useful to an investor
in evaluating our performance because they are widely used in the
broadcast industry to measure a radio company's operating
performance. Station operating income measures the amount of
income generated each period solely from operations of the
Company's stations that is available to be used to service debt,
pay taxes, fund capital expenditures and fund acquisitions. Free
cash flow measures the amount of income generated each period that
is available and could be used to make future payments of
contractual obligations, fund acquisitions or make discretionary
repayments of debt, after the incurrence of station and corporate
expenses, funding of capital expenditures, payment of LMA fees and
debt service. You should not consider these non-GAAP measures in
isolation or as substitutes for net income, operating income, or
any other measure for determining our operating performance that
is calculated in accordance with GAAP. These non-GAAP measures are
not necessarily comparable to similarly titled measures employed
by other companies. A reconciliation of these non-GAAP measures to
net income has been provided in this release.

Net broadcast revenue increased to approximately $81.5 million for
the quarter ended September 30, 2003 from approximately $80.5
million for the quarter ended September 30, 2002 or 1%. Net
broadcast revenue increased to approximately $225.8 million for
the nine months ended September 30, 2003 from approximately $218.9
million for the nine months ended September 30, 2002 or 3%. These
increases were the result of net broadcast revenue growth in
several of Radio One's markets, including Cincinnati, Dallas,
Indianapolis and Minneapolis, partially offset by revenue declines
in several other markets, including Boston, Houston, Philadelphia
and Richmond.

Operating expenses excluding depreciation, amortization and non-
cash compensation decreased to approximately $39.0 million for the
quarter ended September 30, 2003 from approximately $40.6 million
for the quarter ended September 30, 2002 or 4%. This decrease was
the result of strong cost controls and a reduction in expenses for
certain terminated or downsized special events as well as the
approximately $0.8 million reversal of over-accrued music
licensing royalty expenses from prior periods associated with the
radio industry's settlement with BMI. Operating expenses excluding
depreciation, amortization and non-cash compensation increased to
approximately $117.2 million for the nine months ended September
30, 2003 from approximately $115.6 million for the nine months
ended September 30, 2002 or 1%. This increase in expense was
related primarily to (1) increased variable expenses associated
with increased revenue and (2) higher programming expenses in
certain markets with new radio station formats and/or programming,
such as with two relatively young stations in Atlanta and the
syndication of the Steve Harvey Morning Show to one of Radio One's
Dallas stations.

Interest expense decreased to approximately $10.3 million for the
quarter ended September 30, 2003 from approximately $14.3 million
for the quarter ended September 30, 2002 or 28%. Interest expense
decreased to approximately $31.4 million for the nine months ended
September 30, 2003 from approximately $46.1 million for the nine
months ended September 30, 2002 or 32%. These decreases relate
primarily to a reduction of outstanding bank debt (starting in the
middle of the second quarter of 2002) with the proceeds received
from the Company's April 2002 equity offering and from principal
payments made, utilizing free cash flow, beginning at the end of
the first quarter of 2003. In addition, interest expense decreased
due to lower interest rates on that bank debt as a result of
declining leverage and lower market interest rates over the past
12 months.

Equity in net loss of affiliated company was approximately $0.9
million for the quarter and nine month periods ended September 30,
2003. This activity was associated with the financial results of
TV One, LLC. Radio One made its initial investment in TV One in
August 2003. Radio One accounts for this investment under the
equity method of accounting.

Income before provision for income taxes and cumulative effect of
an accounting change increased to approximately $26.9 million for
the quarter ended September 30, 2003 compared to income before
provision for income taxes and cumulative effect of an accounting
change of approximately $21.0 million for the quarter ended
September 30, 2002 or 28%. Income before provision for income
taxes and cumulative effect of an accounting change increased to
approximately $63.3 million for the nine months ended September
30, 2003 compared to income before provision for income taxes and
cumulative effect of an accounting change of approximately $44.4
million for the nine months ended September 30, 2002 or 43%. These
increases were due primarily to higher operating income due to
higher revenue and lower interest expense, partially offset by
equity in net loss of affiliated company, as described above.

Net income increased to approximately $16.7 million for the
quarter ended September 30, 2003 from approximately $12.8 million
for the quarter ended September 30, 2002 or 30%. Net income
increased to approximately $39.3 million for the nine months ended
September 30, 2003 compared to a net loss of approximately $2.6
million for the nine months ended September 30, 2002. These
increases were due to higher income before provision for income
taxes and cumulative effect of an accounting change, as well as
the effect of the accounting change in the first quarter of 2002,
which reduced net income in that period by approximately $29.8
million.

Station operating income increased to approximately $45.6 million
for the quarter ended September 30, 2003 from approximately $43.1
million for the quarter ended September 30, 2002 or 6%. Station
operating income increased to approximately $117.8 million for the
nine months ended September 30, 2003 from approximately $112.4
million for the nine months ended September 30, 2002 or 5%. These
increases were attributable primarily to the increase in net
broadcast revenue and the decrease in station operating expenses
in the third quarter of 2003 and slower growth in station
operating expenses in the first half of 2003 as described above.

Capital expenditures totaled approximately $1.5 million in the
third quarter of 2003 compared to capital expenditures of
approximately $2.5 million in the third quarter of 2002. In the
third quarter of 2003, deferred portion of the income tax
provision was approximately $10.0 million. In the third quarter of
2003, amortization of debt financing costs, unamortized debt
discount and deferred interest was approximately $0.4 million and
is included in interest expense on Radio One's income statement.
As of September 30, 2003, Radio One had total debt (net of cash
balances) of approximately $546.5 million. Also in the third
quarter of 2003, Radio One invested $18.5 million as its pro-rata
portion of the initial investment of approximately $32.5 million
by the investor group in TV One, LLC. This investor group has
committed a total of approximately $130 million to that entity
over approximately four years, with Radio One committing
approximately $74 million of that amount. Radio One's initial
investment was funded out of available free cash balances.

               Radio One Information and Guidance

For the fourth quarter of 2003, Radio One expects to report net
broadcast revenue that will be in the range of 0% to 2% less than
the approximately $76.9 million of net broadcast revenue generated
in the fourth quarter of 2002. Radio One expects fourth quarter
2003 station operating expenses (defined as programming and
technical and selling, general and administrative expenses) to be
flat to down 2% as compared to last year's fourth quarter amount
of approximately $37.9 million and corporate expenses to increase
in the low single digit percentage range from last year's fourth
quarter amount of approximately $3.3 million.

Radio One, Inc. (S&P, B+ Corporate Credit Rating, Positive) --
http://www.radio-one.com-- is the nation's seventh largest radio  
broadcasting company (based on 2002 net broadcast revenue) and the
largest company that primarily targets African-American and urban
listeners. Radio One owns and/or operates 66 radio stations
located in 22 urban markets in the United States and reaches
approximately 13 million listeners every week. Radio One also
programs five channels on the XM Satellite Radio Inc. system and
owns approximately 40% of TV One, LLC, an African-American
targeted cable channel, which is a joint venture with Comcast
Corporation.


REPTRON ELECTRONICS: Sept. 30 Balance Sheet Upside-Down by $20MM
----------------------------------------------------------------
Reptron Electronics, Inc. (OTC Bulletin Board: REPT), an
electronics manufacturing services company, reported financial
results for its third quarter and nine month period ended
September 30, 2003.

As previously reported, Reptron sold certain identified assets of
its electronic components distribution division on June 13, 2003.
Additionally, the Company sold certain assets of its memory module
division on October 27, 2003. The 2003 results have been adjusted
to reflect the results of the remaining operations while
segregating and summarizing the electronic components distribution
and memory module divisions as discontinued operations, in
accordance with current accounting pronouncements.

Reptron recorded third quarter 2003 net sales from continuing
operations of $39.0 million, a 15% decrease from the same period a
year ago. The Company incurred a third quarter 2003 loss from
continuing operations totaling $845,000, or $0.13 per fully
diluted share, compared to a $2.1 million net loss from continuing
operations, $0.33 per fully diluted share, in the same period a
year ago. Reptron generated $6.3 million in cash from operations
in the third quarter, 2003 which was used primarily to further
reduce debt.

For the nine months ended September 30, 2003, net sales from
continuing operations totaled $113.2 million, a 9% decrease from
the same period a year ago. The Company recorded a $3.7 million
net loss from continuing operations during the first nine months
of 2003, or $0.58 per fully diluted share, compared to a net loss
from continuing operations of $10.1 million, or $1.58 per fully
diluted share, in the same period last year. Reptron also incurred
a net loss from discontinued operations totaling $22.0 million, or
$3.42 per fully diluted share, during the first nine months of
2003 compared to a net loss from discontinued operations of $6.4
million, or $1.00 per fully diluted share in the same period in
2002.

The 2003 loss from discontinued operations includes charges
associated with impairment of long lived assets and increases in
reserves for assets held for sale. Non-cash charges included in
the 2003 loss from discontinued operations totaled $16.1 million.
Reptron has generated $17.6 million in cash from operations during
the first nine months of 2003.

Reptron's September 30, 2003 balance sheet shows a working capital
deficit of about $68 million, and a total shareholders' equity
deficit of about $20 million.

As of September 30, 2003, Reptron owed $76.3 million under its
6-3/4% Convertible Subordinated Notes due in August, 2004. Reptron
previously announced it has reached an agreement to restructure
these Notes and on October 28, 2003, the Company filed a
voluntary, pre-negotiated Chapter 11 petition to facilitate the
completion of this debt restructure. The negotiated terms include
no further payment of interest expense on the current Notes.
Interest expense associated with this debt totaling approximately
$1.3 million has been accrued and is included in the third
quarter, 2003 net loss from continuing operations, and
approximately $3.9 million of interest expense from this debt is
included in the nine month, 2003 net loss from continuing
operations. Current accounting pronouncements required the accrual
of this interest during the first nine months of 2003 despite the
fact that the negotiated terms of the debt restructure include no
further interest payments on the current Notes.

Paul Plante, Reptron's President and Chief Operating Officer
commented, "We continue to make significant progress in deploying
our plan designed to improve our operating performance and
strengthen our balance sheet. The sale of our distribution and
memory module divisions this year were important as these
divisions accounted for over 85% of the Company's 2002 operating
losses. The sale proceeds have been used to pay down over 75% of
our working capital line of credit."

Plante continued, "Restructuring our Convertible Notes is the last
significant piece of our plan to be completed. We recently filed a
voluntary, pre-negotiated Chapter 11 petition to facilitate this
restructure. We chose the Chapter 11 process as we believe it
provides the quickest and most certain method to implement the
restructured terms already supported by the holders of majority of
the principal balance outstanding on the Notes. Once the
restructure is completed, Reptron expects it will have eliminated
over $70 million of debt since the beginning of 2003 and be
positioned to take advantage of growth opportunities. We believe
confirmation of the Company's plan of reorganization can be
completed within 90 to 120 days."

Reptron Electronics, Inc. is an electronics manufacturing services
company providing engineering services, electronics manufacturing
services and display integration services. Reptron Manufacturing
Services offers full electronics manufacturing services including
complex circuit board assembly, complete supply chain services and
manufacturing engineering services to OEMs in a wide variety of
industries. Reptron Display and System Integration provides value-
added display design engineering and system integration services
to OEMs. For more information, please access
http://www.reptron.com


SEA CONTAINERS: Slashes Debt by $250 Million in Third Quarter
-------------------------------------------------------------
Sea Containers Ltd. (NYSE: SCRA, SCRB) --
http://www.seacontainers.com-- marine container lessor, passenger
and freight transport operator and leisure industry investor,
announced its best quarter and nine months in 13 years, with net
earnings of $100.7 million ($4.68 per common share diluted) for
the quarter and $99.7 million ($4.66 per common share diluted) for
the nine months ended September 30, 2003.  Total debt was reduced
by $250 million in the quarter to $1.55 billion.

Revenue for the quarter was $480 million, up 2% from the year
earlier period while revenue for the nine months was $1.3 billion,
up 22%.  The third quarter 2003 did not include earnings or
revenue from the Isle of Man Steam Packet Company which was sold
effective July 1, 2003.

The gain on sale of this unit was $100 million, however, the
company also recognized non-recurring charges of $40 million
resulting in a net $60 million increase in earnings.  The non-
recurring charges are principally for restructuring of the
company's U.K. fast ferry operations, the write down of an old
containership to current market value (the vessel has now been
sold), and to cover the expected loss on disposal of certain
containers being held for sale.

Apart from the gain on sale, the company enjoyed a strong third
quarter in all its main business units.  Silja, the leading Baltic
passenger and freight transport operator with a fleet of 12 modern
ships, had operating profits (EBIT) of $27.4 million in the third
quarter, up 27% over the $21.5 million earned in the year earlier
period.

GNER, the company's U.K. rail subsidiary, had operating profits of
$28.8 million in the quarter, up 48% from the prior year due
largely to cost reductions and increasing passenger volumes.

The company's container division reported operating profits for
the quarter of $8.7 million, up 61% from the prior year period.  
$2 million of the $3.3 million increase was in GE SeaCo, the
company's 50/50 joint venture with GE Capital, due to strong
demand for marine containers in many regions of the world.  The
balance of the increase derived from the company's factories,
depots and equipment operated outside the joint venture (the joint
venture does not include new container chassis leasing nor lease
purchase transactions).

Net finance costs dropped 25% in the quarter to $19.8 million from
$26.8 million due to the retirement of bond debt at the beginning
of the third quarter and lower floating rate interest costs.

The reduction of $2.7 million in operating earnings from "other"
ferry business reflects a $7 million reduction due to the absence
of earnings in the quarter from the Isle of Man Steam Packet
Company and an increase of $6.1 million in operating profits from
U.K. fast ferry operations compared to the prior year period.  The
company operates 4 fast ferries on English Channel routes and one
on a route between Northern Ireland and Scotland.  Operating
earnings of SeaStreak in New York were down $0.6 million in the
quarter from the prior year period due to rental costs of two port
facilities which could not be used pending delivery of new ships
under construction.  The first of these vessels, "SeaStreak Wall
Street", entered service on October 15th and is the largest and
most luxurious commuter ferry in service between New Jersey and
Manhattan and should command an excellent following.  It has
capacity for 405 passengers and a maximum speed of 50 m.p.h.  The
second vessel is expected to enter service in March, 2004.

The company's SNAV-SeaCat joint venture in the Adriatic had a
satisfactory season and the partners have decided to introduce a
second vessel, a Sea Containers owned SeaCat, on the
Pescara/Hvar/Split route starting next summer.

The company reported under "other" operating profit a gain of $5
million arising from the sale of property in the port of Newhaven,
England.  An agreement has been reached in principle for the sale
of the company's port interests in Folkestone, England while
retaining a long lease for a nominal sum of the inner harbor for
use as a lay-up berth for Hoverspeed's vessels and the train
station car park for use by Orient-Express Hotels for its Venice
Simplon-Orient-Express tourist train.

Orient-Express Hotels, in which the company has a 47%
shareholding, announced its third quarter results yesterday.  Net
earnings were $8.2 million compared with $9.1 million in the year
earlier period.  The modest decline was largely due to the effects
of Hurricane Isabel which caused cancellation of bookings at its
hotels in Maryland, Virginia and South Carolina in September.

Sea Containers 47% share of that company's net earnings for the
third quarter was $3.8 million compared with $5.3 million in the
year earlier period when its shareholding was 58% of Orient-
Express Hotels.

Mr. James B Sherwood, President, said there had been a number of
important developments to report.  Of particular significance,
GNER has reached agreement in principle with Network Rail in the
U.K. on GNER's claims arising out of the Hatfield rail disaster in
October, 2000.  The agreement provides for GNER to pay Network
Rail $7.2 million of track access charges over-withheld.  The
settlement is currently being audited by the Strategic Rail
Authority and if they concur, the matter should be finally
resolved by the end of this year.

Mr. Sherwood said that GNER's franchise comes up for renewal in
April, 2005 and while it will be put to public tender it has so
far generally been the practice of the Strategic Rail Authority to
renew with incumbents who have performed satisfactorily.  GNER is
considered to be one of the best run railways in the United
Kingdom.  GNER is planning to bid for two other franchises if
permitted by the Strategic Rail Authority.  In both cases these
are new franchises and not an attempt to wrest franchises from
incumbents. GNER believes it can bring the same "tender loving
care" to the passengers on the routes to be operated by these
other franchises as it brings to GNER passengers.  GNER is one of
the few U.K. railroads which operates without subsidy.

Mr. Sherwood said that consultations are well advanced towards
changing its U.K. fast ferry operations from year-round to
seasonal.  The operation of larger fast ferries on Dover-Calais
and Belfast-Troon has been successful this year and will be
continued in 2004.

Silja's m.v. Finnjet will undergo modifications and upgrade of
passenger spaces in the spring of 2004 at a cost of Euros 15
million to prepare her for operation on the Rostock-Tallin-St.
Petersburg route under a different European Union flag.  One third
of the ship's capacity on the new route has already been booked
for 2004.  This service will dovetail with Silja's two large
SuperSeaCat fast ferries which operate on the Helsinki-Tallinn
route and which had a successful season in 2003, capturing a
significantly larger market share.

Mr. Sherwood said that at September 30, 2003 GE SeaCo had taken
delivery of $142 million of new containers and it appeared that
new container deliveries for the year would surpass $190 million.  
GE SeaCo's owned container fleet currently enjoys 98% utilization
while the "pool fleet" of containers owned by Sea Containers and
GE Capital prior to the creation of GE SeaCo in 1998 has a
utilization of 81%.  "Demand for containers is holding up well and
our customers are buying more and larger new containerships to
meet the expected growth in world trade.  The ocean carriers now
seem to be operating profitably and the "tone" of the market is
excellent with lessee bad debts at historic lows and length of
receivables historically short.  Our idle container stocks in
North America have dropped by 30,000 units in the last 12 months,"
he commented.

Mr. Sherwood indicated that the company's EBITDA for the nine
months was $251 million excluding earnings on its investment in
Orient-Express Hotels and cash and undrawn credit lines at
September 30, 2003 were $164 million.  The company's 14.4 million
common shares in Orient-Express Hotels have a current market value
of about $245 million.

"The company's results for the quarter, nine months and surely the
year are splendid, despite a slow start due to the consequences of
the Iraq War, SARS (which affected the container leasing business
in Asia), an exceptionally harsh winter in the Baltic and high
fuel costs.  We've made major inroads into lingering problems such
as excess idle container stocks in the U.S. and poor fast ferry
performance in the U.K.  Through our sale of the Steam Packet
Company we have demonstrated the enormous underlying value of our
assets and have made a substantial debt reduction.  We will
continue to strengthen our balance sheet while leaving the door
open to expansion opportunities," he concluded.

                         *     *     *

As reported in Troubled Company Reporter's July 17, 2003 edition,
Moody's Investors Service downgraded the ratings of Sea Containers
Ltd. Ratings outlook is negative.

Downgraded Ratings                                  To       From

   * $115 million 10.75% Sr. Notes due 2006         B3        B1
   * $150 million 7.875% Sr. Notes due 2008         B3        B1
   * $98 million 12.5% Sr. Sub. Notes due 2004      Caa1      B2
   * Senior implied                                 B2        B1
   * Issuer rating                                  B3        B1

The downgrades conclude the ratings review Moody's started on
December 2002. The actions reflect the company's high debt levels,
weak cash flow and weak operating performance. These are however
offset by the company's fixed asset base, its position in certain
markets and improving financial performance.

Moody's is also concerned that "near-term debt maturities will not
be covered by the company's current level of operating cash flows,
and that additional asset sales or refinancing may be required to
meet debt obligations."


SHAW COMMS: 7.5% Senior Unsec. Note Offering Increased to $350MM
----------------------------------------------------------------
Shaw Communications Inc. announced that its previously announced
offering of 7.5% senior unsecured notes due 2013 has been
increased from $250 million to $350 million, as a result of strong
demand. The net proceeds of this offering will be used to repay
Shaw's $350 million bank term loan due February 10, 2006. Closing
is scheduled to occur on November 20, 2003.

Shaw Communications Inc. (S&P, BB+ Corporate Credit Rating,
Stable} is a diversified Canadian communications company whose
core business is providing broadband cable television, Internet
and satellite direct-to-home services to approximately 2.9 million
customers. Shaw is traded on the Toronto and New York stock
exchanges and is included in the S&P/TSX 60 index. (Symbol: TSX -
SJR.B, NYSE - SJR).


SHAW COMMS: S&P Assigns BB+ Rating to C$250 Million Senior Notes
----------------------------------------------------------------  
Standard & Poor's Ratings Services said it assigned its 'BB+'
rating to Shaw Communications Inc.'s new C$250 million senior
notes due 2013. The proceeds will be used primarily to refinance
Shaw's C$350 million term loan due February 2006. The new issue
ranks pari passu with Shaw's existing senior unsecured
indebtedness and has essentially the same terms and conditions as
Shaw's other unsecured debt. At the same time, all other ratings,
including the 'BB+' long-term corporate credit rating, were
affirmed. The outlook is stable.

The ratings on Calgary, Alberta-based Shaw, western Canada's
largest cable operator, are assigned based on the risk profile of
the company's consolidated subsidiaries, but principally its cable
subsidiaries, but also Star Choice Communications Inc. and
satellite subsidiary, Canadian Satellite Communications Inc. "The
ratings reflect the consolidated entity's weak financial risk
profile, characterized by somewhat high leverage and weak cash
flow protection measures," said Standard & Poor's credit analyst
Joe Morin. These weaknesses are mitigated by Shaw's above-average
business risk profile, which is supported by its stable core cable
business. Although the satellite distribution business, Cancom,
and direct-to-home video operator, Star Choice, are not
material drivers to the ratings, they currently have a negative
affect. The ratings also consider the company's recently announced
normal course issuer bid.

Although Shaw has used proceeds from the sale of its U.S. assets,
as well as excess cash flow, to reduce consolidated debt by more
than C$300 million in the past 12 months, the company's leverage
is still high with debt to EBITDA at 4.1x. Total lease-adjusted
debt, as at fiscal year-end Aug. 31, 2003, was C$3.7 billion,
which excludes C$691 million in hybrid equity instruments (COPrS).
Although the company has the ability to defer the interest
payments on the COPrS for up to 20 consecutive quarters, Shaw
is not likely to entertain a deferral because it would also
restrict the company from paying common dividends and from buying
back shares. This feature provides the company with flexibility in
a downside scenario, however. Credit ratios should improve in the
medium term, driven by growth in the company's core cable and
Internet business, and through improvements at Cancom and Star
Choice.

The stable outlook reflects the expectation that Shaw will
maintain its solid business profile and basic subscriber base
through bundling of products, high-quality customer service, and
competitive pricing. In addition, Standard & Poor's expects that
Star Choice will continue to expand its subscriber base and reduce
churn in the medium term, resulting in improved cash flows at its
satellite operations. Should the company begin applying free cash
flow to debt reduction rather than share repurchases, the ratings
or outlook could be positively affected in the near to medium
term.


SI TECHNOLOGIES: Annual Shareholders' Meeting Slated for Dec. 11
----------------------------------------------------------------
The Annual Meeting of Shareholders of SI Technologies, Inc., a
Delaware corporation, will be held on Thursday, December 11, 2003,
at 2:00 p.m. local time, at 14192 Franklin Avenue, Tustin,
California for the following purposes:
  
1.  To elect a board of six directors.   

2.  To vote on proposal 2: "Approval of SI Technologies, Inc. 2003
    Stock Option Plan"

3.  To vote on proposal 3: "Ratification of the Sale of Common
    Stock and Warrants to Ralph E. Crump and Marjorie L. Crump"

4.  To transact such other business as may properly come before
    the meeting or any adjournment thereof.

Shareholders of record at the close of business on October 31,
2003 will be entitled to a vote at the annual meeting and at any
adjournment thereof.   

As previously reported, SI Technologies, Inc., terminated Grant
Thornton LLP, Irvine, California, as the Company's independent
auditors effective July 16, 2003.

Consequently, the Company's Audit Committee selected the firm of
McGladrey & Pullen, 222 South Harbor Blvd., Suite 800, Anaheim, CA
92805, as the Company's new independent auditors effective
July 16, 2003.

For the year ended July 31, 2001, Grant Thornton issued an opinion
which included an emphasis paragraph related to the going concern
of the Company. The Company did not dispute this opinion. No such
going concern paragraph was included in the opinion for the fiscal
year ended July 31, 2002.

SI Technologies, Inc. is a leading designer, manufacturer and
marketer of high-performance industrial sensors/controls and
engineered equipment and systems.


SMTC CORP: Third-Quarter Teleconference Date Moved to Monday
------------------------------------------------------------
SMTC Corporation (Nasdaq: SMTX) (TSX: SMX), a global electronics
manufacturing services provider, has postponed the third quarter
teleconference along with the filing of the Form 10-Q.

The teleconference will now be held on November 17, 2003 at 5:00
PM EST. Those wishing to listen to the teleconference should
access the webcast at the investor relations section of SMTC's Web
site http://www.smtc.com A rebroadcast of the webcast will be  
available on SMTC's website following the teleconference.

Participants should assure that they have a current version of
Microsoft Windows Media Player before accessing the webcast.

Members of the investment community wishing to ask questions
during the teleconference may access the teleconference by dialing
416-640-4127 or 1-800-814-4859 ten minutes prior to the scheduled
start time. A rebroadcast will be available following the
teleconference by dialing 416-640-1917 or 1-877-289-8525, pass
code 21022863 followed by the pound key.

SMTC Corporation (S&P, B Long-Term Corporate Credit Rating,
Negative Outlook) is a global provider of advanced electronic
manufacturing services to the technology industry. SMTC offers
technology companies and electronics OEMs a full range of value-
added services including product design, procurement, prototyping,
printed circuit assembly, advanced cable and harness interconnect,
high precision enclosures, system integration and test,
comprehensive supply chain management, packaging, global
distribution and after-sales support. SMTC is a public company
incorporated in Delaware with its shares traded on the Nasdaq
National Market System under the symbol SMTX and on The Toronto
Stock Exchange under the symbol SMX. Visit SMTC's Web site at
http://www.smtc.comfor more information about the Company.


SONTRA MEDICAL: Accountants Express Going Concern Uncertainty
-------------------------------------------------------------
Sontra Medical Corporation (Nasdaq SC: SONT) announced financial
results for the third quarter and nine months ended September 30,
2003.

For the three months ended September 30, 2003, net income was
$856,000 compared to a net loss of $1,064,000 in 2002. Net loss
applicable to common shareholders for the three months ended
September 30, 2003 was $1,351,000, or $.14 per share versus
$1,064,000, or $.11 per share in 2002. In the third quarter of
2003, the Company recorded a $2,206,000 deemed dividend charge for
a beneficial conversion discount and accretion of dividends on the
Series A Convertible Preferred Stock. This non-cash charge to the
Statement of Operations did not impact Sontra's stockholders'
equity.

For the nine months ended September 30, 2003, net loss was
$1,156,000, as compared to a net loss of $2,748,000 in 2002. Net
loss applicable to common shareholders for the nine months ended
September 30, 2003 was 3,363,000, or $.36 per share versus
$2,896,000, or $.57 per share in 2002.

The Company exited the third quarter with $2.8 million in cash and
cash equivalents. Subsequent to the end of the quarter, the
Company completed its third and final closing on its Series A
Preferred Stock financing, which provided additional net proceeds
of $3.1 million.

"We are pleased to have significantly strengthened our balance
sheet during the third quarter with the formation of our strategic
partnership with Bayer Diagnostics, and the completion of the
Series A Preferred Stock financing, which ultimately raised $6.5
million in net proceeds," said Thomas W. Davision, PhD, President
and Chief Executive Officer of Sontra. " We expect to have
sufficient cash on hand from these sources to fund our operations
into 2005. We will use this capital to commercialize our SonoPrepr
ultrasonic skin permeation device and leverage the SonoPrep
technology platform into new transdermal drug delivery
applications. We expect to commercialize our first SonoPrep
product with our rapid onset topical anesthesia tray in the second
quarter of 2004. The SonoPrep skin permeation treatment
accelerates skin anesthesia to five minutes from 30-60 minutes.
Topical anesthetics are used mostly in pediatrics to significantly
reduce pain for chronically ill children who must endure repeated
needle sticks from chemotherapy and other treatments.
Additionally, we expect to launch new clinical programs in 2004
investigating transdermal drug delivery applications for our
SonoPrep technology. We expect to demonstrate the potential of our
SonoPrep technology platform for transdermal vaccination, a $14
billion market and transdermal acute pain medication where
SonoPrep has the potential to significantly accelerate the onset
of action."

Sontra entered into the strategic partnership with Bayer in July
2003 to co-develop Sontra's Symphony glucose monitor that
addresses the need for a truly continuous non invasive monitor for
the $5 billion home glucose testing market. In addition to the
existing agreement under which Sontra will receive a $1.5 million
licensing payment in January 2004, Sontra expects to enter into
additional agreements with Bayer to continue the joint development
of the Symphony product. Such agreements are expected to include,
among other things, a $3 million milestone payment after the first
phase of development, and a royalty and manufacturing supply
agreement providing Sontra with exclusive manufacturing rights for
the SonoPrep device.

Sontra Medical Corporation -- http://www.sontra.com-- is the  
pioneer of SonoPrep, a non-invasive ultrasound-mediated skin
permeation technology that enables transdermal diagnosis and drug
delivery. Sontra's products under development include: the
Symphony non-invasive continuous glucose monitor; the SonoPrep
topical anesthetic kit for rapid skin anesthesia(less than 5
minutes); and the use of SonoPrep for the transdermal delivery of
large molecule drugs and biopharmaceuticals.

                         *    *    *

          Independent Accountants Express Going Concern Doubt

In its SEC Form 10-Q for the period ended September 30, 2003, the
Company reported:

"We have a history of operating losses, and we expect our
operating losses to continue for the foreseeable future.

"We have generated limited revenues and have had operating losses
since our inception. Our historical accumulated deficit was
approximately $16,699,000 as of September 30, 2003. It is possible
that the Company will never generate any additional revenue or
generate enough additional revenue to achieve and sustain
profitability. Even if the Company reaches profitability, it may
not be able to sustain or increase profitability. We expect our
operating losses to continue for the foreseeable future as we
continue to expend substantial resources to conduct research and
development, feasibility and clinical studies, obtain regulatory
approvals for specific use applications of our SonoPrepr
technology, identify and secure collaborative partnerships, and
manage and execute its obligations in strategic collaborations.

"Our independent accountants have noted concerns about our ability
to continue as a going concern in their report on our audited
financial statements for the year ended December 31, 2002, which
may have an adverse impact on our ability to raise necessary
additional capital and on our stock price.

"The Company has generated limited revenue since inception (from
an historical accounting perspective), and does not expect to
generate revenues in the near future. Our development efforts to
date have consumed and will continue to require substantial
amounts of capital to complete the development of its SonoPrep(R)
technology and to meet other cash requirements in the future.
However, raising capital has become increasingly difficult for
many companies. Any future equity financing, if available, may
result in substantial dilution to existing shareholders, and debt
financing, if available, may include restrictive covenants or may
require us to grant a lender a security interest in our assets. To
the extent that we attempt to raise additional funds through third
party collaborations and/or licensing arrangements, we may be
required to relinquish some rights to our technologies or products
currently in various stages of development, or grant licenses on
terms that are not favorable to the Company. If the Company is
unable to raise sufficient additional financing we will not be
able to continue our operations.

"Given these future capital requirements, our auditors have added
a 'going concern' paragraph to their audit report for our
financial statements for the fiscal year ended December 31, 2002.
A "going concern" paragraph with an audit opinion means that the
auditor has identified certain conditions or events that indicate
there could be substantial doubt about our ability to continue as
a going entity for a period of at least one year from the date of
the financial statements. The inclusion of this explanatory
paragraph in the report of our auditors on our 2002 financial
statements may have an adverse impact on our ability to raise
necessary additional capital and on our stock price. We cannot
assure you that we will be able to continue as a going concern.
Even if we successfully raise adequate financing to continue as a
going concern beyond December 31, 2003, we will need substantial
additional capital to reach product commercialization and reach
and sustain profitability. Any failure by the Company to timely
procure additional financing or investment adequate to fund the
Company's ongoing operations, including planned product
development initiatives and clinical studies, will have material
adverse consequences on the Company's business operations and as a
result, on our consolidated financial condition, results of
operations and cash flows."


SPIEGEL GROUP: Exclusivity Extension Hearing to Convene Tuesday
---------------------------------------------------------------
James L. Garrity, Esq., at Shearman & Sterling LLP, in New York,
tells Judge Blackshear that the Spiegel Debtors have made
substantial progress in identifying the universe of creditors in
their cases.  The Debtors also made progress in resolving issues
facing their estates and towards a successful reorganization,
including:

   * the Key Employee Retention Plan;

   * the establishment of a Claims Bar Date;

   * the amendments and supplements to Schedules of Assets and
     Liabilities;

   * the evaluation of executory contracts, unexpired leases and
     real property;

   * various asset sales;

   * store closing sales;

   * Newport News Sale;

   * New Eddie Bauer Store Openings;

   * employment of Assessment Technologies, Ltd as property tax
     consultants;

   * adequate assurance of future payment to Utility Companies;
     and

   * the Independent Examiner's Report.
    
The Debtors have begun the process of reconciling the filed
claims against the liabilities reflected in their books and
records.  That process is likely to consume a significant amount
of the Debtors' time and resources in the near future, Mr.
Garrity says.

During the past few months, the Debtors' representatives also met
with the members of the Official Committee of Unsecured Creditors
and key creditor constituencies to discuss the Debtors'
operations and exit strategies.  Although the progress has been
substantial, much work needs to be done.  Mr. Garrity relates
that as 37% of Eddie Bauer's net sales in fiscal 2002 occurred in
the fourth quarter, it will be necessary to measure Eddie Bauer's
results from this year's fourth quarter to adequately test the
Debtors' business plan.

The Debtors also added two independent directors to the Board of
Directors who, together with Spiegel's Acting Chief Executive
Officer, will serve as the Board's Restructuring Committee.  That
committee will play an active role in the formulation of a
reorganization plan.  Although that committee has been seated, it
is only in the early stages of operation and requires additional
time to assess the plan strategies available to the Debtors.

By this motion, the Debtors ask the Court to further extend their
exclusive period to file a Chapter 11 plan through and including
February 10, 2004 and their exclusive period to solicit
acceptances of that plan through and including April 10, 2004.

Mr. Garrity assures the Court that extension of the Exclusive
Periods will not harm but rather maximize the value of the
estates for the benefit of the Debtors' creditors and other
stakeholders.  Affording the Debtors a full opportunity to
complete an extensive review and analysis of their businesses and
properties will provide a platform from which serious
negotiations toward a viable reorganization plan can be based.

If the Court were to deny the Debtors' request, any party-in-
interest would be free to propose a plan for each of the Debtors.  
A chaotic environment lacking any central focus would ensue.  
Conversely, an extension of the Exclusivity Periods would enable
the Debtors to harmonize the multitude of diverse and competing
interests in a reasoned and well-balanced manner.  The Debtors
would be given sufficient time to develop and implement their
business plan, and to then negotiate and prepare a viable
reorganization plan.

Judge Blackshear will consider the Debtors' request at the next
omnibus hearing scheduled for 10:00 a.m. on November 18, 2003.  
Accordingly, Judge Blackshear extends the Debtors' Exclusive
Filing Period to and including November 21, 2003. (Spiegel
Bankruptcy News, Issue No. 15; Bankruptcy Creditors' Service,
Inc., 215/945-7000)   


SYNBIOTICS: Cash Resources Insufficient to Continue Operations
--------------------------------------------------------------
Synbiotics Corporation's condensed consolidated financial
statements have been prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business.

The Company incurred a net loss of $14,401,000 during the year
ended December 31, 2002, and had an accumulated deficit of
$44,972,000 as of September 30, 2003.  As of September 30, 2003,
the Company had an outstanding principal balance under its bank
debt totaling $4,969,000, of which $180,000 will be paid in
monthly installments through January 1, 2004 and the remaining
$4,789,000 is due and payable on January 25, 2004.

The Company believes that its cash flow from operations will be
insufficient to meet its January 25, 2004 obligation; and that the
Company will have to restructure or refinance the bank debt, or
obtain additional capital. These factors raise substantial doubt
about the Company's ability to continue as a going concern for the
near term. The Company believes it will be able to restructure or
refinance the bank debt, and has begun the restructuring process.
However, no assurance can be given that the Company will be
successful in this effort.


TECH DATA: Will Publish Third-Quarter Results on November 25
------------------------------------------------------------
Tech Data Corporation (Nasdaq: TECD), a leading provider of IT
products and logistics management services, will announce its
third-quarter results on Tuesday, November 25, 2003.  

The conference call to discuss the results will begin at 4:30 p.m.
EST and will be hosted by Steven A. Raymund, Chairman and Chief
Executive Officer, Nestor Cano, President of Worldwide Operations
and Jeffery P. Howells, Executive Vice President and Chief
Financial Officer.

   * What:     Tech Data Corporation's Fiscal 2004 Third-Quarter
               Earnings Announcement and Investor Conference Call

   * When:     Tuesday, November 25, 2003 at 4:30 p.m. EST

   * Where:    Register and listen to the live webcast at
               http://www.techdata.com

Alternatively, you may listen to the conference call via telephone
by calling 800-454-3791 (in North America) or 706-634-2270
(outside North America).  An archive of the webcast will be
available at http://www.techdata.comapproximately one hour after  
the conclusion of the call until December 5, 2003 at 5:00 p.m.
EST.

Tech Data Corporation (Nasdaq: TECD) (Fitch, BB+ Senior Unsecured
Debt & BB Conv. Subordinated Debt Ratings, Stable), founded in
1974, is a leading global provider of IT products, logistics
management and other value-added services. Ranked 117th on the
Fortune 500, the company and its subsidiaries serve more than
100,000 technology resellers in the United States, Canada, the
Caribbean, Latin America, Europe and the Middle East. Tech Data's
extensive service offering includes pre- and post-sale training
and technical support, financing options and configuration
services as well as a full range of award-winning electronic
commerce solutions. The company generated sales of $15.7 billion
for its most recent fiscal year, which ended January 31, 2003.


TIAA REAL ESTATE: Fitch Affirms Ratings on Various 2002-1 Notes
---------------------------------------------------------------
Fitch Ratings affirms all of the rated notes issued by TIAA Real
Estate CDO 2002-1, Limited (TIAA 2002-1). The affirmation of these
notes is a result of Fitch's annual rating review process. The
following rating actions are effective immediately:

        -- $377,000,000 Class I Notes affirm at 'AAA';
        -- $17,000,000 Class II-FL Notes affirm at 'A-';
        -- $17,000,000 Class II-FX Notes affirm at 'A-';
        -- $46,500,000 Class III Notes affirm at 'BBB';
        -- $17,500,000 Class IV Notes affirm at 'BB'.
        -- $25,000,000 Preferred Equity affirm at 'BB-'.

TIAA 2002-1 is a collateralized debt obligation (CDO), which
closed May 22, 2002, supported by a static pool of commercial
mortgage-backed securities and real estate investment trusts.
Fitch has reviewed the credit quality of the individual assets
comprising the portfolio.

According to the August trustee report the senior over-
collateralization was 132.63%, the mezzanine over-
collateralization was 109.29% and the junior over-
collateralization was 105.26%, relative to test levels of 120.40%,
104.90% and 102.60%, respectively. The CDO has experienced no
significant credit migration with a current weighted average
rating factor (WARF) of 22.76 vs. an initial WARF of 21.6.

Based on the stable performance of the underlying collateral and
over-collateralization tests, Fitch has affirmed all of the rated
liabilities issued by TIAA Real Estate CDO 2002-1, Limited. Fitch
will continue to monitor this transaction.  


UAL CORP: Inks MOU with Mesa Air for United Express Routes
----------------------------------------------------------
UAL Corporation (OTC Bulletin Board: UALAQ), the holding company
whose primary subsidiary is United Airlines, has signed a non-
binding Memorandum of Understanding with Mesa Air Group Inc.,
(Nasdaq: MESA), agreeing in principle to revised terms under which
both Mesa and Atlantic Coast Airlines Holdings, Inc. (Nasdaq:
ACAI) would operate as United Express carriers on those portions
of the company's United Express service currently under contract
to Atlantic Coast Airlines, in the event that Mesa is
successful in its bid to acquire ACA.

"United will continue to be a competitive force at Dulles
International Airport and remains committed to the routes
currently served by United Express with ACA.  Our conditional
agreement with Mesa would allow us to continue our successful
United Express model in this market," said Doug Hacker, Executive
Vice President - Strategy.  "We have a good relationship with Mesa
and this agreement contains the competitive structure and
performance metrics that provide reliable service to our
customers, earns a good return for the express carrier and makes
sense financially for United."

The MOU signed by UAL and Mesa provides for Mesa to continue
operation of ACA's regional jets and a portion of its turboprop
fleet. The agreement also provides opportunities for future
growth.

United reiterated the company's intention to continue to explore
all alternatives that would support the continuity of high quality
United Express service for our customers at Dulles International
Airport and all the routes currently serviced by ACA.

The MOU is subject to the parties entering into definitive
agreements and the successful acquisition of ACA.  The MOU is also
conditioned upon approval by the U.S. Bankruptcy Court.

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


UNITEDGLOBALCOM: Amends Exch. Offer Terms for UGC Europe Shares
---------------------------------------------------------------
UnitedGlobalCom, Inc. (Nasdaq: UCOMA) amended its exchange offer
for all of the outstanding publicly held shares of UGC Europe,
Inc., (Nasdaq: UGCE) to increase the exchange ratio to 10.3
shares of United's Class A common stock for each share of UGC
Europe common stock validly tendered and not withdrawn.  

Under the amended terms of the exchange offer, the minimum tender
condition (which required the tender of a majority of UGC Europe
shares not held by United and certain of its affiliates) has been
increased so that United now may only complete the exchange offer
if enough UGC Europe shares are tendered such that United and
its subsidiaries collectively own at least 90% of the outstanding
UGC Europe common stock after consummation of the exchange offer.  
In addition, United has committed to consummate a back-end short-
form merger following the completion of the exchange offer.  The
exchange offer has been extended to remain open until 5:00 p.m.,
New York City time, on Thursday, December 18, 2003.

United also announced that, in connection with the revisions of
the terms of the exchange offer, it has entered into an agreement
with its majority stockholder, Liberty Media Corporation, pursuant
to which Liberty has agreed to certain limitations on the exercise
of its preemptive rights to acquire additional shares of United's
Class A common stock that have the effect of capping Liberty's
ability to exercise preemptive rights to increase its ownership
percentage of the Company's capital stock beyond the lower of 55%
(or in limited circumstances, 60%) and its then-current ownership
percentage.

United reported that, as of November 12, 2003, 373,661 shares of
UGC Europe common stock have been tendered and not withdrawn,
representing approximately 0.7466% of the outstanding UGC Europe
common stock.  United currently owns approximately 66.75% of the
outstanding UGC Europe common stock.  If the exchange offer is
successfully completed, United will effect a "short form" merger
of UGC Europe and a wholly-owned subsidiary of United, by which
United would acquire the remaining shares for the same
consideration.

The Company intends to file amended offering documents with the
Securities and Exchange Commission shortly describing the revised
terms of the exchange offer.

                Notice For UGC Europe Stockholders

United intends to file with the SEC an amendment to its
Registration Statement on Form S-4 (File No. 333-109496)
containing an amended prospectus relating to the exchange offer,
and intends that Europe Acquisition, Inc., its wholly-owned
subsidiary which is offering to exchange the shares of UGC
Europe, will file an amendment to its Schedule TO. UGC EUROPE
STOCKHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ
UNITED'S AMENDED PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION.  Materials filed with the SEC will be
available electronically without charge at an Internet site
maintained by the SEC. The address of that site is
http://www.sec.gov  Documents filed with the SEC may be obtained  
from United without charge by directing a request to Richard
Abbott, Vice President of Finance, UnitedGlobalCom, Inc., 4643 S.
Ulster Street, Suite 1300, Denver, CO 80237.

When available, the amended offer documents will be disseminated
to holders of UGC Europe common stock and will be available at no
charge from the information agent for the offer.

                Notice for United Stockholders

United and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from United's
stockholders in connection with the special meeting of
stockholders to be held to approve the issuance of the Class A
Common Stock in the exchange offer and planned merger. Information
concerning United's directors and executive officers and their
direct and indirect interests in the transaction is set forth in
United's preliminary proxy statement filed with the SEC relating
to the special meeting of stockholders and the prospectus
contained in the registration statement on Form S-4 filed with the
SEC relating to the exchange offer.  United expects to file
shortly with the SEC an amended proxy statement and registration
statement.  Materials filed with the SEC are available
electronically without charge at an Internet site maintained by
the SEC. The address of that site is http://www.sec.gov Documents  
filed with the SEC also may be obtained from United without charge
by directing a request to Richard Abbott, Vice President of
Finance, UnitedGlobalCom, Inc., 4643 S. Ulster Street, Suite 1300,
Denver, CO 80237

UnitedGlobalCom -- whose June 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $2.7 billion -- is the
largest international broadband communications provider of video,
voice, and Internet services with operations in numerous
countries. Based on the Company's operating statistics at June 30,
2003, United's networks reached approximately 12.6 million homes
passed and 8.9 million RGUs, including approximately 7.4 million
video subscribers, 704,200 voice subscribers, and 825,600 high
speed Internet access subscribers.  United's major operating
subsidiaries include UGC Europe, a leading pan-European
broadband communications company; VTR GlobalCom, the largest
broadband communications provider in Chile; as well as several
strategic ventures in video and broadband businesses around the
world.

Visit http://www.unitedglobal.comfor further information about  
the company.


UNITEDGLOBALCOM: UGC Europe Special Panel Back Offer Revisions
--------------------------------------------------------------
The Special Committee of the Board of Directors of UGC Europe,
Inc. (Nasdaq: UGCE) announced that it is supportive of the
revisions to the terms of the exchange offer announced today by
UnitedGlobalCom, Inc. (Nasdaq: UCOMA), the company's majority
stockholder.  

The revisions, which are the product of extensive discussions
between the Special Committee and UnitedGlobalCom, include an
increase of the exchange ratio to 10.3, an unwaivable 90% minimum
tender condition, confirmation of UnitedGlobalCom's commitment to
consummate a back-end short-form merger following the completion
of the exchange offer and the imposition of a limitation on the
exercise of preemptive rights by Liberty that has the effect of
capping Liberty's ability to exercise preemptive rights to
increase its ownership percentage of UnitedGlobalCom capital stock
beyond the lower of 55% (or in limited circumstances, 60%) and its
then-current ownership percentage.  

The Special Committee notes that in the coming days
UnitedGlobalCom is expected to disseminate an amended tender offer
statement on Schedule TO, its report on Form 10-Q for the quarter
ending September 30, 2003, an amended prospectus covering the
exchange offer and a definitive proxy statement for the special
meeting relating to the issuance of stock in the exchange offer
and the merger.  Thereafter, the Special Committee expects that it
will announce a definitive position on the revised exchange offer
and, until such time, urges UGC Europe stockholders to refrain
from tendering their shares.  At this time, the unwaivable
conditions to the exchange offer relating to the effectiveness of
the registration statement covering the exchange offer and the
stockholder approval at UnitedGlobalCom's special meeting have not
been satisfied.

UnitedGlobalCom -- whose June 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $2.7 billion -- is the
largest international broadband communications provider of video,
voice, and Internet services with operations in numerous
countries. Based on the Company's operating statistics at June 30,
2003, United's networks reached approximately 12.6 million homes
passed and 8.9 million RGUs, including approximately 7.4 million
video subscribers, 704,200 voice subscribers, and 825,600 high
speed Internet access subscribers.  United's major operating
subsidiaries include UGC Europe, a leading pan-European
broadband communications company; VTR GlobalCom, the largest
broadband communications provider in Chile; as well as several
strategic ventures in video and broadband businesses around the
world.

Visit http://www.unitedglobal.comfor further information about  
the company.


VOLUME SERVICES AMERICA: S&P Revises Watch Implications to Neg.
---------------------------------------------------------------  
Standard & Poor's Ratings Services revised its CreditWatch
implications on food and beverage service provider, Volume
Services America Inc. (VSA; doing business as Centerplate) to
negative from developing. These ratings were placed on CreditWatch
on Feb. 14, 2003.

At the same time, Standard & Poor's assigned its 'B-' rating to
VSA's parent, Volume Services America Holdings Inc.'s (VSAH)
proposed $95.7 million subordinated notes due 2013. Standard &
Poor's also assigned a 'B+' corporate credit rating to VSAH. These
ratings are not on CreditWatch, and the outlook is stable. The
maturity of the proposed subordinated notes may be extended for
two additional five-year terms under certain conditions.
Spartanburg, S.C.-based VSA had about $215 million of total debt
outstanding as of Sept. 30, 2003.

The CreditWatch revision follows VSAH's recently filed Amendment
No. 5 to Form S-1, which provided terms to VSAH's proposed initial
public offering of income deposit securities (representing shares
in VSAH's common stock and subordinated debt). Net proceeds of
this offering, together with $65 million of borrowings under VSA's
new credit facility and cash on hand, will be used to fund VSA's
tender offer for its outstanding subordinated notes due 2009 and
to repay all outstanding borrowings under VSA's existing credit
facility.

Upon closing of the proposed transaction, based on current terms
and conditions, Standard & Poor's will withdraw its ratings on VSA
and remove them from CreditWatch, and will affirm the newly issued
'B+' corporate credit and 'B-' subordinated debt ratings on VSAH.
"This would reflect the company's improved financial profile that
addresses near-term refinancing risk related to the $75 million
revolving credit facility that matures in 2004 and the company's
term loan (which has about $114 million outstanding) that matures
in 2006," said Standard & Poor's credit analyst Jean C. Stout. In
addition, despite higher commissions and higher payroll costs, the
company has somewhat improved its operating performance for the
year-to-date 2003, as a result of new accounts, NHL post-season
activity, and an increase in MLB related sales. "Still, given that
the amount and timing of the proposed securities offering are
uncertain, the company's inability to refinance its credit
facilities could result in a downgrade in the intermediate term,"
Ms. Stout added.


WARNACO GROUP: Third-Quarter EBITDA Plunges 50% to $12 Million
--------------------------------------------------------------
The Warnaco Group, Inc. (NASDAQ: WRNC) announced third quarter and
year-to-date results for the period ended October 4, 2003.

Warnaco emerged from bankruptcy on February 4, 2003, and therefore
the Company's reported year-to-date results reflect the eight-
month period commencing on February 4, 2003 and ending October 4,
2003. For the third quarter of fiscal 2003, net revenues were
$303.1 million, the net loss was $6.7 million and the net loss per
share was $0.15. For the eight-month period ended October 4, 2003,
net revenues were $949.8 million, net income was $7.5 million and
net income per share was $0.17.

In addition, in the third quarter the Company:

-- Extended its license with Polo/Ralph Lauren for CHAPS men's
   sportswear for an additional ten years through 2018;

-- Scheduled three product launches: Lejaby Rose, Olga's Christina
   and Olga Petites;

-- Named Larry Rutkowski as its Senior Vice President - Finance
   and Chief Financial Officer;

-- Continued the consolidation of its manufacturing and
   distribution operations, resulting in a restructuring charge of
   $5.2 million; and

-- Introduced Nautica and Speedo "Beach Life" fashion swimwear and
   re-launched Speedo Lifeguard swimwear.

On a pro forma basis, for the third quarter of fiscal 2003, net
revenues totaled $303.1 million, the loss from continuing
operations was $0.3 million and the loss per share from continuing
operations was $0.01. On a pro forma basis, for the first nine
months of fiscal 2003, net revenues totaled $1.06 billion, income
from continuing operations was $31.6 million and income per share
from continuing operations was $0.70. Income from continuing
operations excludes the results of the Company's A.B.S. by Allen
Schwartz business unit and certain Speedo/Authentic Fitness retail
stores for which the Company has determined that it will not be
seeking lease renewals.

                    Third Quarter Results

On a pro forma basis, as if the Company had emerged from
bankruptcy at the beginning of fiscal 2002, for the three months
ended October 4, 2003:

-- Net revenues totaled $303.1 million, down 8.6% from $331.5
   million in the third quarter of fiscal 2002. Net revenues for
   the third quarter of fiscal 2002 included $9.8 million of net
   revenues associated with business units that were sold or
   discontinued during fiscal 2002 (primarily the Company's outlet
   retail stores). Excluding net revenues from these sold and
   discontinued business units, net revenues for the third quarter
   of fiscal 2003 declined by 5.8% compared to the third quarter
   of fiscal 2002;

-- Gross profit was $92.6 million. Gross profit for the third
   quarter of fiscal 2002 includes $11.1 million of distribution
   and other product-related expenses that were reported in cost
   of goods sold. Commencing February 4, 2003 (the date the
   Company emerged from bankruptcy), the Company classifies these
   items as selling, general and administrative ("SG&A") expenses.
   To meaningfully compare gross margin for the third quarter of
   this year to the third quarter of the prior year, the change in
   classification of these expenses should be considered.
   Adjusting the third quarter of fiscal 2002 to reflect this
   change, gross profit for the third quarter of fiscal 2003 was
   $92.6 million, or 30.5% of net revenues, compared to $106.4
   million, or 32.1% of net revenues, in the third quarter of
   fiscal 2002. The decline in gross profit was primarily due to
   lower revenues and associated profit margins with businesses
   targeted for repair or repositioning and lower margins
   generally. Speedo's gross profit also declined relative to last
   year's third quarter because last year's results reflected the
   elimination of reserves in the third quarter of fiscal 2002
   which were no longer required;

-- SG&A expenses totaled $88.0 million, or 29.0% of net revenues,
   compared to $79.9 million, or 24.1% of net revenues, in the
   third quarter of fiscal 2002. SG&A expenses for the third
   quarter of fiscal 2003 include certain product-related expenses
   that were included in cost of goods sold in the third quarter
   of fiscal 2002. As adjusted for this change in classification,
   SG&A expenses declined $3.0 million due to lower sales volumes
   and expense management initiatives. In addition, SG&A expenses
   for the third quarter of fiscal 2003 include $2.0 million of
   non-cash stock based compensation expense related to restricted
   stock and stock options granted during fiscal 2003;

-- Operating income totaled $4.6 million, or 1.5% of net revenues,
   compared to $15.4 million, or 4.7% of net revenues, in fiscal
   2002;

-- Interest expense declined by $1.4 million to $6.0 million,
   compared to $7.4 million in fiscal 2002, due primarily to lower
   interest rates and a decrease in debt;

-- Loss from continuing operations was $0.3 million, or $0.01 per
   diluted share, compared to income from continuing operations of
   $4.8 million, or $0.10 per diluted share, in fiscal 2002; and

-- EBITDA was $12.1 million, or 4.0% of net revenues, compared to
   $24.1 million, or 7.3% of net revenues, in the third quarter of
   fiscal 2002. The Company utilizes the measure EBITDA in
   addition to operating income to assess its business results.
    
Joe Gromek, President and Chief Executive Officer, stated: "We
continued to progress toward achieving our long-term strategic
goals during the third quarter. During the quarter we hired Larry
Rutkowski as CFO, which solidified our executive team. We also
continued our renewed emphasis on design innovation in our
intimate apparel businesses, which we believe will address the
softness in that business unit. Additionally, we are encouraged by
the response to our new CK Jeanswear offerings, and we believe
that our design team will have a positive impact on this business
going forward. Furthermore, we are delighted to have extended our
relationship with Polo/Ralph Lauren. This new agreement, which
follows the strengthening of our relationship with Phillips-Van
Heusen and the addition of new CK, Calvin Klein and Nautica
swimwear licenses, brings to our fold another significant
opportunity. As we look ahead, our priorities are to balance
initiatives aimed at capitalizing on the heritage of our brands
with further efforts to streamline operations. We believe this
strategy will allow us to increase our market share in our
principal business segments while providing us with a strong
operating platform."

                     Year-to-Date Results

On a pro forma basis, as if the Company had emerged from
bankruptcy at the beginning of fiscal 2002, for the first nine
months of fiscal 2003:

-- Net revenues totaled $1.06 billion, down 3.8% from $1.10
   billion in the first nine months of fiscal 2002. Net revenues
   for the first nine months of fiscal 2002 included $42.6 million
   of net revenues associated with business units that were sold
   or discontinued during fiscal 2002 (sold and discontinued
   business units include the Company's outlet retail stores, GJM,
   Penhaligon's, IZKA, Weight Watchers, Fruit of the Loom and
   Ubertech). Excluding net revenues from these sold and
   discontinued business units, net revenues were essentially flat
   for the first nine months of fiscal 2003 compared to the first
   nine months of fiscal 2002;

-- Gross profit was $349.9 million, or 32.9% of net revenues.
   Gross profit for the first nine months of fiscal 2002 includes
   $34.4 million of distribution and other product-related
   expenses that were reported in cost of goods sold. Commencing
   February 4, 2003 (the date the Company emerged from
   bankruptcy), the Company classifies these items as SG&A
   expenses. To meaningfully compare gross margin for the nine-
   month period of this year to the nine-month period of the prior
   year, the change in classification of these expenses should be
   considered. Adjusting the first nine months of fiscal 2002 to
   reflect this change, gross profit for the first nine months of
   fiscal 2003 was $349.9 million, or 32.9% of net revenues,
   compared to $364.5 million, or 33.0% of net revenues, for the
   first nine months of fiscal 2002. The decline in gross profit
   primarily reflects lower sales volume;

-- SG&A expenses totaled $280.7 million, or 26.4% of net revenues,
   compared to $257.3 million, or 23.3% of net revenues, in the
   first nine months of fiscal 2002. SG&A expenses for the first
   nine months of fiscal 2003 include certain product-related
   costs that were included in cost of goods sold in the first
   nine months of fiscal 2002. As adjusted for this change in
   classification, SG&A expenses declined by $11.0 million due to
   lower sales volumes and expense management initiatives. In
   addition, SG&A expenses for the first nine months of fiscal
   2003 include $4.4 million of non-cash stock based compensation
   expense related to restricted stock awards and stock options
   granted in fiscal 2003;

-- Operating income totaled $69.2 million, or 6.5% of net
   revenues, compared to $72.8 million, or 6.6% of net revenues,
   in fiscal 2002;

-- Interest expense declined by $5.7 million to $18.4 million,
   compared to $24.1 million in fiscal 2002, due to lower interest
   rates and a decrease in debt;

-- Income from continuing operations increased 8.1% to $31.6
   million, compared to $29.2 million in fiscal 2002;

-- Diluted income per share from continuing operations increased
   by approximately 7.7% to $0.70, compared to $0.65 in the first
   nine months of fiscal 2002; and

-- EBITDA was $96.7 million, or 9.1% of net revenues, compared to
   $98.3 million, or 8.9% of net revenues, in the first nine
   months of fiscal 2002.  

The Company noted the following balance sheet highlights at
October 4, 2003:

-- Inventory declined by $82.6 million, or 22.1%, to $290.6
   million, compared to $373.2 million at October 5, 2002. The
   decrease in inventory primarily reflects improved inventory
   management and, to a lesser extent, the closing of the
   Company's remaining outlet retail stores in the fourth quarter
   of fiscal 2002;

-- Accounts receivable decreased $4.2 million, or 2.0%, to $202.7
   million, compared to $206.9 million at October 5, 2002. The
   decrease in accounts receivable reflects lower sales volume
   partially offset by a greater percentage of the Company's third
   quarter revenue occurring at the end of the third quarter of
   fiscal 2003; and

-- Cash, including restricted cash, increased $17.0 million to
   $43.9 million at October 4, 2003, compared to $26.9 million at
   February 4, 2003 (the date the Company emerged from
   bankruptcy). Debt decreased $35.3 million to $211.2 million at
   October 4, 2003, compared to $246.5 million at February 4,
   2003. At October 4, 2003, improvements in cash and reduction of
   debt totaled $52.3 million since the Company's emergence from
   bankruptcy.

Larry Rutkowski, Senior Vice President - Finance and Chief
Financial Officer, commented: "Our disciplined balance sheet and
expense management strategies served us well during the year-to-
date period. In a challenging retail environment, on a pro forma
basis, for the nine months we achieved a 33 basis point increase
in our profit margin from continuing operations and a 7.7% rise in
income per share from continuing operations. At the same time, we
improved working capital management, as evidenced by our reduction
in inventory and receivables, as well as increased cash levels
versus the prior year period. Also, demonstrating our enhanced
financial flexibility is our ability to maintain no outstanding
balances on our revolving credit facility and our conservative
debt to capitalization ratio of 29%."

"We also continued to progress toward rationalizing our
infrastructure," continued Mr. Rutkowski. "At quarter end, we had
exited our remaining U.S. based manufacturing facilities, which
resulted in us taking a third quarter restructuring charge, and we
continue to expand our use of lower cost third party contractors.
Also, on November 11, 2003, we announced that we would sell our
A.B.S. by Allen Schwartz business unit, which, as previously
indicated, represents a non-core asset of our Company."

                    Fiscal 2003 Guidance

The Company provided the following earnings guidance for fiscal
2003 in conjunction with its second quarter earnings release. On
August 11, 2003, the Company expected, on a pro forma basis as if
the Company had emerged from bankruptcy at the beginning of fiscal
2002, EBITDA to range between $130 million and $140 million and
net income to range between $44 million and $50 million, compared
to EBITDA for fiscal 2002 of $117.2 million and net income of
$30.7 million. Adjusting for discontinued operations (the
Company's A.B.S. by Allen Schwartz business unit and certain
retail stores) the guided range for fiscal 2003 pro forma EBITDA
would be $126 million to $136 million and the guided range for pro
forma net income would be $41.6 million to $47.6 million. Adjusted
for discontinued operations, fiscal 2002 pro forma EBITDA was
$113.1 million and pro forma net income was $28.2 million. For a
reconciliation of income from continuing operations to EBITDA, see
Schedule 4. Based on the Company's most recent results, the
Company's business is performing within this guidance and
consistent with the bottom of the adjusted ranges provided. The
Company notes that it is cautious in its outlook and continues to
face certain challenges (particularly in its Intimate Apparel and
CK Jeanswear categories), which may cause the Company to revise
its projections downward for fiscal 2003.

                      Subsequent Events

Following the end of the third quarter of fiscal 2003, the
Company:

-- Announced the extension of its Speedo endorsement contract with
   swimming world record holder Michael Phelps through 2009;

-- Entered into an exclusive worldwide licensing agreement to
   market and produce the new collection of JLO by Jennifer Lopez
   lingerie. JLO, which will launch in fall 2004, expands the
   Company's portfolio of intimate apparel brands and reflects the
   Company's continuing efforts to introduce fresh, new fashion at
   retail; and

-- Entered into an agreement to sell its A.B.S. by Allen Schwartz
   business unit to Allen Schwarz and Armand Marciano for $15
   million in cash and the assumption of up to $2 million in
   liabilities. The sale is not expected to have a material effect
   on the Company's financial position or results of operations.
   The operating results of the A.B.S. by Allen Schwartz business
   unit are included in discontinued operations in the
   accompanying financial schedules.

In addition, at the end of the third quarter of fiscal 2003, the
Company entered into a ten-year variable interest rate swap
agreement whereby the Company effectively converted the interest
rate on $50 million aggregate principal amount of its fixed rate
8-7/8% Senior Notes due 2013 to a floating interest rate, thereby
reducing current interest costs while retaining $160 million
aggregate principal amount of its Senior Notes at a fixed rate.

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(R), Cole of California(R), Catalina(R), and
Nautica(R) women's and girls' swimwear.


WESTPOINT STEVENS: Caterpillar Demands Prompt Decision on Lease
---------------------------------------------------------------
Caterpillar Financial Services Corporation and the WestPoint
Stevens Debtors entered into two Master Tax Leases pursuant to
which the Debtors leased various equipment from Caterpillar as
detailed on multiple schedules.  The schedules are in the form of
individual lease agreements.  The remaining operative schedules to
the First Master Lease are Schedules 28 through 100.  As to the
Second Master Lease, there are 27 remaining operative schedules.

Ethan D. Gane, Esq., at Halperin & Associates, in New York, tells
the Court that, although both Master Leases clearly state that
the leased equipment remains Caterpillar's property at all times,
for protective or notice purposes, Caterpillar filed UCC-1
Financing Statements in all states where it was advised the lease
equipment was located.

According to Mr. Gane, many of the Schedules had expired by their
terms but remain as holdovers on a month-to-month basis.  
However, seven pieces of leased equipment from these Schedules
were relinquished to Caterpillar postpetition:

    Contract or Lease No.     Date Returned    Amounts Due
    ---------------------     -------------    -----------
    Schedule K4542-028          08/21/03         $2,608
    Schedule K4542-029          08/21/03          2,608
    Schedule K4542-030          08/21/03          2,608
    Schedule K4542-031          08/21/03          2,608
    Schedule K4542-044          08/21/03          1,806
    Schedule K4542-045          10/08/03          2,800
    Schedule K4542-046          10/08/03          6,819

Mr. Gane recounts that since the Petition Date, the Debtors have
made only two payments to Caterpillar -- Check No. 190109 for
$11,196 and a wire transfer for $1,062.  Apart from these minimal
payments, the Debtors made no other payments to Caterpillar.  The
current total past due, postpetition amounts due as of
October 23, 2003 is $299,243.  Caterpillar filed a proof of claim
evidencing its multiple prepetition claims for $1,641,710,
exclusive of late charges, interests or collection costs.

By this motion, Caterpillar asks the Court to compel the Debtors
to:

   (a) promptly pay the postpetition rents due and owing from
       the Petition Date to the date the seven pieces of
       equipment were surrendered to Caterpillar, pursuant to
       Sections 365(d) and 503(b) of the Bankruptcy Code; and

   (b) assume or reject the Master Leases with respect to the
       remaining equipment still in the Debtors' possession, on
       or before November 30, 2003.  

If the Debtors elect to reject the Master Leases, Caterpillar
wants the Debtors to promptly pay postpetition rent due.  If the
Debtors elect to assume the Master Leases, Caterpillar wants the
Debtors to pay all cure costs.

In the alternative, Caterpillar asks the Court to lift the stay
so that it can take possession of and sell or dispose of the
Lease Equipment.  Caterpillar also wants the Court to compel the
Debtors to make adequate protection payments for all of the
postpetition amounts due under the Master Leases through the date
that Caterpillar repossesses them.

Mr. Gane tells the Court that the leased equipment is presumably
being used by the Debtors on a daily basis postpetition to
operate their business and preserve value for the estate pending
their bankruptcy case's conclusion either by plan confirmation or
liquidation.  However, the Debtors made only negligible payments
to Caterpillar on account of the postpetition rent and made no
provision for the rent payment.  While the Bankruptcy Code
affords the Debtors a "reasonable" time to decide whether to
assume or reject a lease, it does not authorize the Debtors to
use and enjoy the benefit of over 90 pieces of heavy equipment
having a value of over $1,000,000 without paying for it.  
Caterpillar should not be required to continue to finance the
Debtors' business operations, on an involuntary basis, by
permitting the Debtors to use the leased equipment rent-free.

Mr. Gane further tells the Court that the Debtors ignored Section
365(d)(10), which requires that postpetition payment obligations
to lessors of personal property be made "timely".  Mr. Gane also
points out that the Debtors have assumed other executory
contracts and made other administrative or cure payments to other
creditors as well as estate and ordinary course professionals
while making no payments to Caterpillar.  Clearly, Mr. Gane
argues, there is inequity as to the Debtors' treatment of
administrative obligations.

Mr. Gane assures the Court that the Master Leases are true leases
in all respects, and no proceeding has been commenced to re-
characterize them.  However, assuming that an adversary
proceeding were commenced, and the Court were to find that the
Master Leases were not true leases, Caterpillar would nonetheless
be entitled to adequate protection in connection with its
interest in the leased equipment pursuant to Section 363(e).

Mr. Gane contends that adequate protection of Caterpillar's
interest is necessary because the Debtors have virtually failed
to make any payments to Caterpillar since June 2003 and continues
in possession of the leased equipment.  The passage of time is
detrimental to Caterpillar because the leased equipment is
declining in value with use.

Mr. Gane also notes that lifting the stay to allow Caterpillar to
recover its equipment is appropriate because Caterpillar's
interest in the leased equipment is not adequately protected.  
Caterpillar has already been prejudiced by the Debtors' Chapter
11 proceedings. (WestPoint Bankruptcy News, Issue No. 11;
Bankruptcy Creditors' Service, Inc., 215/945-7000)  


WEYERHAEUSER: Will Close Longview, Wash., Fine Paper Operations
---------------------------------------------------------------
Weyerhaeuser Company (NYSE:WY) will permanently close its No. 1
Fine Paper machine and related operations in Longview, Wash.,
effective Nov. 26. The company will take a $17 million after-tax
charge, or 8 cents per share, in the fourth quarter for costs
associated with the closure.

Approximately 119 positions will be eliminated because of the
shutdown. The paper machine, which has a capacity of 90,000 tons-
per-year, is 47 years old.

The company will provide the affected employees with severance pay
and continuation of health care benefits, as well as job-
transition services and counseling, in accordance with company
policy and applicable union agreements.

The facility, which produces printing papers, had been scheduled
for downtime to balance production with customer demand. The
company closed Longview's No. 2 Fine Paper machine in 2001 because
of poor markets.

Although the company will cease producing fine paper in Longview,
1,700 employees will continue to be employed in Longview in the
company's pulp and bleached paperboard, newsprint, lumber and
timberlands operations. Weyerhaeuser also owns and manages 440,000
acres of forests at its St. Helens Tree Farm in Cowlitz County.

Michael A. Jackson, Weyerhaeuser's Fine Paper business vice
president said this decision was part of the company's overall
strategy to become more competitive.

"The closure of the machine was a difficult decision, made
necessary by the age of this machine," Jackson said. "We thank the
talented, skilled people who work at the Longview paper operation.
We'll work hard to help them through this difficult transition."

Weyerhaeuser continues to employ approximately 8,000 people in
Washington in a variety of businesses and manages about 1.2
million acres of timberland in the state.

Weyerhaeuser Company (Fitch, BB+ Senior Unsecured Long-Term
Ratings, Stable Outlook), one of the world's largest integrated
forest products companies, was incorporated in 1900.  In 2002,
sales were Cdn$29.1 billion (US$18.5 billion).  It has offices or
operations in 18 countries, with customers worldwide. Weyerhaeuser
is principally engaged in the growing and harvesting of timber;
the manufacture, distribution and sale of forest products; and
real estate construction, development and related activities.
Weyerhaeuser Company Limited, a wholly owned subsidiary, has
Exchangeable Shares listed on the Toronto Stock Exchange under the
symbol WYL.

Additional information about Weyerhaeuser's businesses, products
and practices is available at http://www.weyerhaeuser.com


WHX CORP: Posts Third-Quarter Net Loss of $142M on Sales of $83M
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on steelmaker WHX Corp. and removed all ratings from
CreditWatch. The current outlook is negative.


WHX Corporation (NYSE: WHX) (S&P, B- Corporate Credit Rating,
Negative Outlook) reported a net loss of $142.6 million, on sales
of $83.3 million, for the third quarter of 2003 compared to a net
loss of $1.4 million, on sales of $105.2 million, in the same
period in 2002.

The 2003 results include a $48.1 million non-cash pension
curtailment and special termination benefit charge related to the
consummation of a Chapter 11 Plan of Reorganization for Wheeling-
Pittsburgh Corporation and its debtor affiliates, and a non-cash
goodwill impairment charge of $89.0 million. After deducting the
preferred dividend requirement, basic and diluted loss per common
share was $27.38 for the third quarter of 2003 compared with basic
and diluted loss per common share of $1.17 for the third quarter
of 2002. Included in the 2002 results is income from discontinued
operations of $14.0 million, or $2.62 per basic and diluted share.

As previously announced, a Chapter 11 POR for WPC Group was
consummated on August 1, 2003. The POR had been confirmed by the
United States Bankruptcy Court for the Northern District of Ohio
on June 18, 2003. Among other things, as a result of the
consummation of the POR, each member of the WPC Group is no longer
a subsidiary of WHX Corporation.

                Third Quarter Operating Results

Sales in the third quarter of 2003 were $83.3 million compared
with $105.2 million in 2002. Sales decreased by $22.1 million at
the Precious Metal Segment and by $2.1 million at the Wire &
Tubing Segment. These sales declines are primarily related to the
closure of several facilities in 2002. Sales increased by $2.4
million at the Engineered Materials Segment due to new products
and market share gains in this segment's fastener business,
partially offset by a sales decline in this segment's electro-
galvanizing business.

For the third quarter of 2003, operating income was a loss of
$132.7 million, compared to a loss of $11.2 million in the third
quarter of 2002. Operating income from the Precious Metal segment
decreased by $48.8 million from operating income of $2.1 million
in the third quarter of 2002 to a loss of $46.7 million in the
third quarter of 2003. The 2003 operating results for this segment
include a $50.5 million goodwill impairment charge, a $3.0 million
gain from the liquidation of certain precious metal inventory, a
$3.0 million gain on insurance proceeds, and a $2.2 write down of
property held for sale. Operating income at the Wire & Tubing
segment declined by $27.8 million from a loss of $12.4 million in
2002 to a loss of $40.2 million in 2003. The 2003 operating
results for this segment include a $38.5 million goodwill
impairment charge. The 2002 quarter includes a $5.0 million
restructuring charge and write downs of $7.4 million for excess
and slow moving inventory. The balance of the decline in 2003 in
operating income is due to increased raw material costs and lower
selling prices associated with this segment's refrigeration
business and lower margins in the stainless steel tubing markets.
Operating income at the Engineered Materials segment increased by
$0.5 million from $3.5 million in 2002 to $4.0 million in 2003.
The increase in operating income is due to increased sales in this
segment's fastener business, partially offset by a decline in
sales in the construction and appliance markets in this segment's
electro-galvanizing business.

Unallocated corporate expenses decreased from $4.5 million to $1.6
million. This decrease is related to a decrease in net pension
expense of $3.4 million partially offset by increased insurance
expense. The decrease in pension expense is primarily related to
the reduction in active participants as a result of the POR.

                    Liquidity and Capital

At September 30, 2003, total liquidity, comprising cash and funds
available under bank credit arrangements, totaled $71.7 million.
At September 30, 2003, funds available under credit arrangements
totaled $20.7 million. The Handy & Harman senior secured credit
facility includes a revolving credit facility that matures on July
31, 2004 and a term loan that matures on March 31, 2004. In
addition, H&H has certain other debt obligations that also mature
in 2004. The total debt maturing in 2004 amounts to $42.3 million.
It is the Company's intention to refinance the secured bank loan
facilities and certain other debt obligations prior to their
scheduled maturities. Although the Company believes it will
successfully refinance such obligations, there can be no assurance
that such refinancing will be obtained.


WORLDCOM INC: Intends to Sell Investment Stake in Embrapar
----------------------------------------------------------
MCI (WCOEQ, MCWEQ) intends to seek a buyer for its ownership stake
in Embratel Participacoes S.A., (NYSE: EMT)(BOVESPA: EBTP3,
EBTP4).  MCI currently owns a 19.26 percent economic interest in
Embratel and a 51.79 percent voting interest.

"After careful consideration, we have determined that we should
sell our ownership interest in Embratel," said Jonathan Crane, MCI
executive vice-president of Corporate Development and Strategy.  
"This divestiture will enhance the ability of both companies to
focus on key strategic opportunities more closely aligned with
each company's core businesses.  As part of this transaction, we
intend to maintain a substantial and important commercial
relationship with Embratel, as we continue to serve our customers'
global communications needs."

Lazard LLC and Weil, Gotshal and Manges have been retained by MCI
to manage the divestiture process.  MCI stated that a buyer has
not yet been identified, and that the outcome of this process
cannot be assured.  Any transaction to sell MCI's stake will be
subject to the approval of MCI's board of directors and to any
applicable regulatory agencies and third-party consents.

WorldCom, Inc. (WCOEQ, MCWEQ), which currently conducts business
under the MCI brand name, is a leading global communications
provider, delivering innovative, cost-effective, advanced
communications connectivity to businesses, governments and
consumers.  With the industry's most expansive global IP backbone,
based on the number of company-owned POPs, and wholly-owned data
networks, WorldCom develops the converged communications products
and services that are the foundation for commerce and
communications in today's market.  For more information, go to
http://www.mci.com


WORLDSPAN L.P.: Reports Deteriorating Third-Quarter Performance
---------------------------------------------------------------
Worldspan, L.P., reported financial results for the quarter ended
September 30, 2003.  For the third quarter, the company reported
revenue of $229.5 million and net income of $6.3 million.

"Worldspan's leading position in processing online travel
reservations provided for continued growth in our GDS business
during the quarter," said Rakesh Gangwal, chairman, president, and
chief executive officer for Worldspan.  "The recovery that we saw
in travel bookings beginning late in the second quarter of this
year continued into the third quarter, particularly for our
e-commerce business."

                   Financial Highlights

Revenue:  Third quarter revenue was $229.5 million, a 2.4%
decrease from revenue of $235.1 million in the year-ago quarter.  
This decrease of $5.6 million is comprised of an $11.0 million
decrease in IT Services revenue, primarily driven by the $8.3
million quarterly credit provided to Worldspan's former owners
under the terms of their respective IT Services agreements, offset
by a $5.5 million increase in GDS revenues, reflecting higher
booking volumes.

Operating Profit:  Third quarter operating income was $16.5
million, a decrease of $19.2 million, or 53.8%, from $35.7 million
in the third quarter of 2002.  The decrease of $19.2 million
includes the impact of the $8.3 million IT Services credit noted
above in addition to an incremental $11.9 million in depreciation
and amortization expense resulting from purchase accounting
adjustments following the company's acquisition.

Net Income:  Third quarter net income was $6.3 million compared to
$34.3 million in the same period last year, a decrease of $28.0
million, or 81.6%. The decline from the same period in 2002
reflects the $19.2 million decline in operating income as well as
increased interest costs of $9.1 million associated with debt
incurred to fund the acquisition of the company.

Worldspan's global booking volumes increased 3.9% in the third
quarter of 2003 compared to the third quarter of 2002, continuing
the rebound in bookings activities that began late in the second
quarter of 2003.  Bookings in the online channel grew 20.8% on a
year over year basis, while traditional agency bookings declined
by 8.1% compared to the third quarter of last year.

In October 2003, the Company informed its U.S. employees of
several changes to its retirement, health, and welfare benefits.  
Effective January 1, 2004, the defined benefit plan will be frozen
for U.S. based employees, and they will no longer accrue
additional benefits under that plan.  However, effective January
1, 2004, the Company increased its matching contribution for
employees participating in its 401(k) plan.  Also, employees,
other than those in a limited grandfathered group, retiring after
December 31, 2003 will not be eligible for retiree health care
coverage.

Worldspan (S&P, B+ Corporate Credit Rating, Stable Outlook) is a
leader in travel technology resources for travel suppliers, travel
agencies, e-commerce sites and corporations worldwide. Utilizing
fast, flexible and efficient networks and computing technologies,
Worldspan provides comprehensive electronic data services linking
approximately 800 travel suppliers around the world to a global
customer base. The company offers industry-leading Fares and
Pricing technology such as Worldspan e-Pricing(R), hosting
solutions, and customized travel products. Worldspan enables
travel suppliers, distributors and corporations to reduce costs
and increase productivity with best-in-class technology like
Worldspan Go!(R) and Worldspan Trip Manager(R). Worldspan is
headquartered in Atlanta, Georgia. Additional information is
available at http://www.worldspan.com


* BOOK REVIEW: Landmarks in Medicine - Laity Lectures
               of the New York Academy of Medicine
-----------------------------------------------------
Introduction by James Alexander Miller, M.D.
Publisher:  Beard Books
Softcover: 355 pages
List Price: $34.95
Review by Henry Berry

Order your own personal copy today at

http://www.amazon.com/exec/obidos/ASIN/1587980770/internetbankrupt

As the subtitle points out, the seven lectures reproduced in this
collection are meant especially for general readers with an
interest in medicine, including its history and the cultural
context it works within. James Miller, president of the New York
Academy of Medicine which sponsored the lectures, states in his
brief "Introduction" that this leading medical organization "has
long recognized as an obligation the interpretation of the
progress of medical knowledge to the public." The lectures
collected here succeed admirably in fulfilling this obligation.

The authors are all doctors, most specialists in different areas
of medicine. Lewis Gregory Cole, whose lecture is "X-ray Within
the Memory of Man," is a consulting roentgenologist at New York's
Fifth Avenue Hospital. Harrison Stanford Martland is a professor
of forensic medicine at New York University College of Medicine.
Many readers will undoubtedly find his lecture titled "Dr. Watson
and Mr. Sherlock Holmes" the most engrossing one. Other doctor-
authors are more involved in academic areas of medicine and
teaching. Reginald Burbank is the chairman of the Section of
Historical and Cultural Medicine at the New York Academy of
Medicine. He lectured on "Medicine and the Progress of
Civilization." Raymond Pearl, whose selection is "The Search for
Longevity," is a professor of biology at Johns Hopkins University.

The authors' high professional standing and involvement in
specialized areas do not get in the way of their aim to speak to a
general audience. They are all skilled writers and effective
communicators. As the titles of some of the lectures noted in the
previous paragraph indicate, the seven selections of "Landmarks in
Medicine" focus on the human-interest side of medicine rather than
the scientific or technological. Even the two with titles which
seem to suggest concern with technical aspects of medicine show
when read to take up the human-interest nature of these topics.
"The Meaning of Medical Research", by Dr. Alfred E. Cohn of the
Rockefeller Institute for Medical Research, is not so much about
methods, techniques, and equipment of medical research, but is
mostly about the interinvolvement of medical research, the
perennial concern of individuals with keeping and recovering good
health, and social concerns and pressures of the day. "The meaning
of medical research must regard these various social and personal
aspects," Cohn writes. In this essay, the doctor does answer the
questions of what is studied in medical research and how it is
studied. And he answers the related question of who does the
research. But his discussion of these questions leads to the final
and most significant question "for what reason does the study take
place?" His answer is "to understand the mechanisms at play and to
be concerned with their alleviation and cure." By "mechanisms,"
Cohn means the natural--i. e., biological--causes of disease and
illness. The lay person may take it for granted that medical
research is always principally concerned with finding cures for
medical problems. But as Cohn goes into in part of his lecture,
competition for government grants or professional or public
notoriety, the lure of novel experimentation, or research mainly
to justify a university or government agency can, and often do,
distract medical researchers and their associates from what Cohn
specifies should be the constant purpose of medical research. Such
purpose gives medicine meaning to humankind.

The second lecture with a title sounding as if it might be about a
technical feature of medicine, "X-ray Within the Memory of Man,"
is a historical perspective on the beginnings of the use of x-ray
in medicine. Its author Lewis Cole was a pioneer in the
development of x-rays in the late 1800s and early1900s. He mostly
talks about the development of x-ray within his memory. In doing
so, he also covers the work of other pioneers, notably William
Konrad Roentgen and Thomas Edison. Roentgen was a "pure scientist"
who discovered x-rays almost by accident and at first resented the
application of his discovery to practical uses such as medical
diagnosis. Edison, the prodigious inventor who was interested only
in the practical application of scientific discoveries, and his
co-worker Clarence Dally enthusiastically investigated the
practical possibilities of the discoveries in the new field of
radiation. Dally became so committed to his work in this field
that he shortly developed an illness and died. At the time, no on
knew about the dangers of prolonged exposure to x-rays. But
sensing some connection between his co-worker's untimely death and
his work with x-rays, Edison stopped his own investigations.

Cole himself became involved in work with x-rays during his
internship at Roosevelt Hospital in New York City in 1898 and
1899. His contribution to this important field was in the area of
interpretation of what were at the time primitive x-rays and
diagnosis of ailments such as tuberculosis and kidney stones. Cole
writes in such a way that the reader feels she or he is right with
him in the steps he makes in improving the use of x-rays. He adds
drama and human interest to the origins of this important medical
technology. The lecture "Dr. Watson and Mr. Sherlock Holmes" uses
the popular mystery stories of Arthur Conan Doyle to explore the
role of medicine in solving crimes, particularly murder. In some
cases, medical tests are required to figure out if a crime was
even committed. This lecture in particular demonstrates the
fundamental role played by medicine in nearly all major areas of
society throughout history. The seven collected lectures have
broad appeal. All of them are informative and educational in an
engaging way. Each is on an always interesting topic taken up by a
professional in the field of medicine obviously skilled in
communicating to the general reader. The authors seem almost mind
readers in picking out the most fascinating aspects of their
subjects which will appeal to the lay readers who are their
intended audience. While meant mainly for lay persons, the
lectures will appeal as well to doctors, nurses, and other
professionals in the field of medicine for putting their work in a
broader social context and bringing more clearly to mind the
interests, as well as the stake, of the public in medicine.

                          *********

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 ***