TCR_Public/031117.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, November 17, 2003, Vol. 7, No. 227   

                          Headlines

1045 ANDERSON AVENUE: Case Summary & Largest Unsecured Creditor
ADVANCED COMMS: Settles Additional $300K of Outstanding Debt
AEGIS REALTY: Res Judicata Bars Fraud Claims Against Larry Langer
ALPINE GROUP: Sept. 30 Net Capital Deficit Widens to $840 Mill.
AMERCO: Reaches Agreement with Unsecured Creditors Committee

AMERICAN HOMEPATIENT: Sept. Net Capital Deficit Narrows to $38MM
AMERICAN RESTAURANT: Reports Decline in Third-Quarter Results
ANC RENTAL: Asks Court to Sanction W. Clark for Violating Stay
ANNUITY & LIFE: Sept.-Quarter Results Swing-Up to Positive Zone
AQUILA: Agrees to Sell Interests in 12 Power Plants to ArcLight

ARVINMERITOR INC: 4th-Quarter Fin'l Results Show Slight Decline
ATLANTIC COAST: Tells Mesa "We Take Fiduciary Duties Seriously"
BANC OF AMERICA: Fitch Drops Class B Notes Rating a Notch to BB
BMC INDUSTRIES: Will Consider Bankruptcy Filing for Debt Workout
CASTLE DENTAL: Sept. 30 Working Capital Deficit Narrows to $1.4M

CHASE COMM'L: Series 2000-FL1 Note Ratings Lowered on 6 Classes
CHESAPEAKE: Fitch Assigns Low-Bs to Note & Share Offerings
CHI-CHI'S INC: Removes Green Onions from Entire Restaurant Chain
CONE MILLS: Gets Court Nod to Employ Young Conaway as Co-Counsel
CREDIT SUISSE: S&P Assigns Prelim. Ratings to Ser. 2003-C5 Notes

CREST G-STAR: Fitch Affirms Ratings for Series 2001-2 Issues
CWMBS INC: Series 1993-8 Class B4 Notes Rating Affirmed at BB-
CYGNUS INC: Sept. 30 Balance Sheet Insolvency Widens to $64 Mil.
DATA TRANSMISSION: Court Confirms Chapter 11 Prepackaged Plan
DIAMTERICS MEDICAL: Sept. 30 Balance Sheet Upside-Down by $3.6MM

DPL CAPITAL: S&P Watches Three Related Transaction Ratings
DLJ COMM'L: Fitch Takes Rating Actions on Ser. 1999-CG1 Notes
ELCOM INT'L: March 31 Balance Sheet Upside-Down by $2.5 Million
ENCOMPASS: Asks Court to Clarify Omni Mechanical Sale Dispute
ENRON CORP: Inks Stipulation Abandoning Surplus Collateral to GE

FEDERAL-MOGUL: Seeking to Sell Brighton Property for $4 Million
GAP INC: Hires Susan Burnett to New Talent Development Role
GENZYME: Court Dumps Suit Filed by Biosurgery Div. Shareholders
GILAT SATELLITE: Sept. 30 Net Capital Deficit Narrows to $7 Mil.
GINGISS GROUP: Hiring Piper Rudnick as Special Corporate Counsel

GLOBAL CROSSING: Seeks Go-Ahead to Assign 48 Contracts to New GX
GREAT LAKES DREDGE: S&P Watching Pending Sale to Madison
GREENWICH CAPITAL: Fitch Affirms BB Rating on Class B3 Notes
HARRAH'S ENTERTAINMENT: Christopher J. Williams Joins Board
HORIZON GROUP: Extends Odd Lot Share Repurchase Program to Dec 3

IT GROUP: Obtains More Time to Move Pending Actions to Delaware
JP MORGAN COMM'L: Fitch Drops Class K & J Note Ratings to D/CCC
KAISER ALUMINUM: Bankruptcy Court Expunges 2 Environmental Claims
LA QUINTA: Proposes Public Offering for 25-Mill. Common Shares
LEVI STRAUSS: S&P's B-Rating on Watch Negative After Announcement

LEVI STRAUSS: Fitch's Sr. Unsecured Debt Rating Slips to B-
MANDALAY: Fitch Rates $250M Senior Unsecured Debt Issue at BB+
MCDERMOTT INT'L: S&P Maintains Watch on Junk Rating
METROPCS INC: Third-Quarter 2003 Results Show Marked Improvement
MILLENNIUM CHEMICALS: Restated Balance Sheet Upside Down by $50M

MIRANT CORP: Brings-In Gibson Dunn as Special Counsel
NAT'L CENTURY: Obtains Clearance for Braintree Settlement Pact
NAT'L WATERWORKS: Extends Pending Consent Solicitation to Nov. 19
NETBANK INC: Low-B Ratings Withdrawn After Early Debt Repayment
NORTEL NETWORKS: Expects to File Q3 Form 10-Q on November 19

NORTHWESTERN: Sr. Vice President Daniel K. Newell Resigns
NRG ENERGY: Reaches Claim Settlement Agreement with FirstEnergy
OBAN MINING: Ex-Auditor Hoogendoorn Airs Going Concern Doubts
OHIO AIR: Fitch Rates TE's Unsec. Pollution Control Bonds at BB
OMI CORPORATION: S&P Assigns Low-B Level Credit & Debt Ratings

ONEIDA LTD: Will Disclose Third Quarter Results on December 3
OWENS-ILLINOIS INC: Closes on Sale of Certain Closure Assets
PARAMOUNT RESOURCES: Sept. 30 Working Capital Deficit Tops $290M
PG&E NATIONAL: NEG Committee Turns to Kaye Scholer for Advice
PITTSBURGH, PENN: PDP Board Endorses Plan to Solve Fiscal Crisis

PRIME RETAIL: Lightstone Ends Voting Pact with Pref. Directors
PRINT DATA: Retains Stonefield Josephson as New Auditors
QUINTEK TECH: JF Research Commences Independent Coverage
QUINTEK TECH: Completes Financial Restructuring of $600K Debt
RAYOVAC: 4th-Quarter Results Meet First Call Consensus Estimates

SAFETY-KLEEN: Asks Court to Settle Frontier Insurance Disputes
SALOMON BROS: Fitch Ups & Affirms Series 2000-UP1 Note Classes
SECURITIZED SALES: Fitch Affirms 3 Classes at Lower-B Levels
SEAVIEW VIDEO: Needs Additional Financing to Continue Operations
SEMCO ENERGY: Low Cash Flow Spurs S&P to Drop Rating to BB-

SIERRA PACIFIC: Reports Improved Third-Quarter 2003 Results
SMITHFIELD FOODS: Will Host Q2 Conference Call on Thursday
SPECIALIZED LEASING: Signs-Up Chavez and Koch as New Accountant
SPIEGEL: Moves to Terminate Retirees' Split Dollar Insurance
STARBAND COMMS: Secures Clearance to Exit Bankruptcy Proceedings

TENNECO AUTOMOTIVE: Adjusts Third Quarter 2003 Financial Results
TISSERA INC: Auditor Doubts Ability to Continue Operations
UNITEDGLOBALCOM: Reports Strong Growth for Third Quarter 2003
UNITY WIRELESS: September Net Loss Whittles Down to $1.14 Mill.
U.S. WIRELESS DATA: Sept. 30 Balance Sheet Upside-Down by $286K

V-ONE CORP: September 30 Balance Sheet Upside-Down by %2 Million
WARRANTY GOLD LTD: Case Summary & 20 Largest Unsecured Creditors
WEIRTON: Gets Conditional Nod to Participate in Loan Guarantee

* Alvarez & Marsal Opens New Denver Office  
* Greenberg Traurig LLP Opens 20-Attorney Dallas Office  

* BOND PRICING: For the week of November 17 - 21, 2003

                          *********

1045 ANDERSON AVENUE: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------------
Debtor: 1045 Anderson Avenue HDFC
        1045 Anderson Avenue
        Bronx, New York 10452

Bankruptcy Case No.: 03-17188

Type of Business: The Debtor is an HDFC housing cooperative
                  corporation which is the fee owner of the land
                  and residential apartment building located at
                  1045 Anderson Avenue, Bronx, New York. The City
                  of New York has scheduled an in rem foreclosure
                  sale of the Apartment Building on November 14,
                  2003 for failure to pay real estate taxes.

Chapter 11 Petition Date: November 13, 2003

Court: Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Debtor's Counsel: Scott S. Markowitz, Esq.
                  Todtman, Nachamie, Spizz & Johns, P.C.
                  425 Park Avenue,
                  5th Floor
                  New York, NY 10022
                  Tel: 212-754-9400
                  Fax: 212-754-6262

Total Assets: $1 Million to $10 Million

Total Debts: $1 Million to $10 Million

Debtor's Largest Unsecured Creditor:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
P. Michael Anderson         Professional Fees          $25,000


ADVANCED COMMS: Settles Additional $300K of Outstanding Debt
------------------------------------------------------------
Advanced Communications Technologies, Inc. (OTCBB:ADVC) reduced an
additional $300,000 of outstanding debt through recent settlements
with accounts payable creditors and convertible debenture holders,
bringing the Company's total debt reduction to over $1.6 million
since September.

Wayne Danson, ACT's President and CFO stated "This debt reduction
has generated an additional $105,000 of income to the Company. We
are putting as much effort as possible into clearing all of our
debt by year end, which will enhance our balance sheet
significantly and allow us to move forward with our restructuring
strategies." Danson continued "Our ability to reduce over $1.6
million of debt in such a short time has kept management very
optimistic, as we continue to reshape the Company."

The recent debt settlements and improved financial condition of
the Company has been attributed to management's commitment, and
the Company's access to its equity line facility with Cornell
Capital Partners, L.P., that became available this past July.

All favorable changes to ACT's balance sheet will be reflected in
the Company's second quarter interim financial statements.

Advanced Communications Technologies Inc. ("ACT") owns the
exclusive marketing and distribution rights throughout the North
and South American markets to SpectruCell, a software-defined
radio (SDR) multiple protocol wireless system that is currently
being developed by an unrelated party in Australia. At
June 30, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $6 million.


AEGIS REALTY: Res Judicata Bars Fraud Claims Against Larry Langer
-----------------------------------------------------------------
In a Memorandum Decision, Bankruptcy Judge Robert D. Drain of the
U.S. Bankruptcy Court for the Southern District of New York,
grants Mr. Larry Langer's motion to dismiss the Debtors' adversary
proceeding against him on the basis of res judicata.  Plaintiff
Debtors Aegis Realty Corp. and Broadway Heights Associates LLC
claim that Mr. Langer fraudulently induced their entry into a
partnership agreement, giving rise to actual and punitive damages.  
Mr. Langer moved to dismiss the Debtors' complaint on three bases:

(1) because neither of the Debtors was actually in partnership
     with him and, therefore, the Court lacked subject matter
     jurisdiction;

(2) that the Debtors are barred by res judicata from pursuing
     their fraud claim; and

(3) that the Debtors' cause of action is barred by the six-year
     statute of limitations for fraud under N.Y. CPLR Sec. 213(B).

                Standard for a Motion to Dismiss

A complaint may be dismissed, writes Judge Drain, for failure to
state a claim upon which relief may be granted.  But, he adds,
dismissal will not be granted unless "it appears beyond doubt that
the plaintiff can prove no set of facts in support of his claim
which would entitle him to relief."  Fed. R. Civ. P. 12(b)(6).  
Judge Drain explains further that the Court must accept all well-
pleaded allegations in the complaint, together with exhibits and
documents referred to, and must draw all reasonable inferences in
favor of the plaintiffs.  The issue, to be visited and examined,
however, says Judge Drain, is not whether a plaintiff ultimately
will prevail but whether the plaintiff is entitled to offer
evidence to support the claims.

                    There Was a Partnership

Judge Drain, in his Memorandum Decision, notes that Defendant
Larry Langer also has moved to dismiss for lack of subject matter
jurisdiction.  But Judge Drain points out that Mr. Langer's
contention that the Court lacks subject matter jurisdiction over
this proceeding because the Debtor Plaintiffs were not in
partnership with Mr. Langer, is belied by Defendant's own
assertion of a claim of the Debtors' breach of a partnership
agreement with him in these Chapter 11 cases against the Debtors.  

               Res Judicata Defense Wins Dismissal

Judge Drain says that the state court ruling against the Debtors
for breach of a partnership agreement with Mr. Langer is a solid
basis for Defendant's res judicata defense.  

Judge Drain observes that the parties before him agree that for
res judicata, or claim preclusion, to apply there must have been a
final judgment on the merits in an earlier action by a court of
competent jurisdiction.   And Judge Drain notes further the first
action must have involved the same parties -- or their privies --
in the same cause of action as the subsequent cause of action.

Judge Drain writes that the parties also agree that the first
three element of res judicata are met in the instant case, given
Mr. Langer's reliance on the decision of the New York State
Supreme Court, County of New York, entered on January 31, 2002, in
Langer v. Miller, Aegis Realty Corp., Aegis Pension Plan, Broadway
Heights Associates LLP and 3628 Broadway Realty Inc.   Mr. Langer
and each of the Debtors was a party to the State Court Action.  
The State Court Decision was rendered by a court of competent
jurisdiction and is entitled to full faith and credit.  The
Decision also was on the merits, although, based on the Debtors'
failure to provide discovery, the state court struck the Debtors'
answer and precluded affirmative proof at the inquest over
Debtors' objection.

The Decision was not specifically a default judgment, but even if
argued that it were, a number of cases have held that valid
default judgments establish claim and defense preclusion in the
same way as litigated judgments, and are equally entitled to
enforcement in other jurisdictions.  Morris v. Saud v. The Bank of
New York, 929 F.2d 916 (2d Cir. 1991).

The parties disagree about whether the Debtors' fraudulent
inducement claim, advanced in this adversary proceeding, is a
claim that was raised in the State Court Action and therefore
precluded by the Decision.

Obviously, Mr. Langer did not expressly raise a fraudulent
inducement claim against himself in the State Court Action.  But
this does not necessarily prevent him from asserting the Decision
as res judicata, or claim preclusion, against such a claim
subsequently raised by the Debtors, writes Judge Drain.   Under
the doctrine of res judicata, a final adjudication on the merits
of an action precludes the parties or their privies from
relitigating issues that could have been raised in that action.  
Bank of India v. Trendi Sportswear Inc., 239 F.3d 428, 439 (2d
Cir. 2000).  

Judge Drain explains the position of the Second Circuit on the
issue of applying res judicata to claims that could have been
raised in the first action.  The Second Circuit, he says,
considered whether a different judgment in the second action would
impair or destroy rights or interests established by the judgment
entered in the first action; whether the same evidence necessary
to maintain the second cause of action was required in the first;
and whether the essential facts and issues in the second action
were present in the first.

Judge Drain proceeds further with his analysis, saying that other
courts have shortened the foregoing inquiry by comparing the
factual predicates for the present and previously asserted claims.  
These other courts, he writes, point out that it is the facts
surrounding the transaction or occurrence which operate to
constitute the cause of action, not the legal theory upon which
the litigant relies.   Thus, whether or not the first judgment
will have preclusive effect depends in part on whether the same
transaction or connected series of transactions is at issue;
whether the same evidence is needed to support both claims; and
whether the facts essential to the second were present in the
first.

Examined in the light of these criteria, says the judge, the
Debtors' fraudulent inducement claim is barred by res judicata.

Judge Drain supports this conclusion further by giving a brief
comparison of the complaints in the first and the present actions.  
The Debtors premise their complaint on the assertion that, unknown
to them until recently, Mr. Langer had outstanding obligations
resulting in substantial judgments against him that would have
precluded performance of his partnership obligations to the
Debtor.  Therefore, the Debtors contend that Mr. Langer
fraudulently induced the Debtors to enter into a partnership for
which he did not have the financial wherewithal to comply with the
obligations of the terms of the alleged partnership.

The problem with Debtors' claim, says the judge, is that certain
paragraphs of Mr. Langer's complaint in the State Court Action
contradict the fundamental factual premise of the Debtor's
complaint in the present adversary proceeding.  Mr. Langer's
complaint in the State Court Action , and thus the Decision in
that Action, depended on the State Court's recognition of the
validity of Mr. Langer's assertion that he fully performed his
obligations under the partnership agreement.

Therefore, Judge Drain says about his comparison of the two causes
of action, that Debtors "are barred as to every matter that was
offered and received to sustain or defeat [Langer's] cause of
action, as well as to any other matter that the parties had a full
and fair opportunity to offer for that purpose."  Moreover, a
judgment in favor of the Debtors in this adversary proceeding
clearly would impair or effectively destroy rights or interests
established by the Decision in Mr. Langer's favor in the State
Court Action.   And the judge asserts once more his conclusion
that the Debtors are precluded from raising a claim based on Mr.
Langer's inability to perform the partnership agreement.

Accordingly, Mr. Langer's motion to dismiss is granted.

Judge Drain's Memorandum Decision in In re Aegis Realty Corp.,
Debtor and Broadway Heights Associates LLC, Debtor v. Larry
Langer, Defendant, Bankruptcy Nos. 02-16464 RDD and 03-10467 RDD,
Adversary No. 0306156 (U.S. Bankruptcy Court, S.D. New York,
October 31, 2003) is reported at 2003 WL 22520394.


ALPINE GROUP: Sept. 30 Net Capital Deficit Widens to $840 Mill.
---------------------------------------------------------------
The Alpine Group, Inc. (OTC Bulletin Board: ALPG.OB) reported
results for its 2003 third quarter ended September 30, 2003.

Revenues for the quarter ended September 30, 2003 were $76.2
million compared to $368.2 million for the quarter ended
September 30, 2002.  The comparative decrease is due primarily to
the deconsolidation of the Company's former majority-owned
subsidiary, Superior Telecom Inc., effective December 11, 2002.  
On December 11, 2002, Alpine acquired from Superior substantially
all of the assets and related liabilities of Superior's electrical
wire business and the capital stock of DNE Systems, Inc.

Alpine's revenues for the current quarter decreased by $47.8
million or 39% from $124.0 million in revenues for the third
quarter ended September 30, 2002, after excluding the
deconsolidated revenues of Superior.  This decrease in revenues is
primarily due to lower sales volume at Essex Electric as a result
of restructuring activities, which include the planned curtailment
and consolidation of manufacturing capacity and production.  Net
loss for the quarter ended September 30, 2003 was $2.8 million or
$0.21 per diluted share compared to a loss of $95.4 million or
$6.41 per diluted share for the quarter ended September 30, 2002.  
The loss for the quarter ended September 30, 2003 includes pre tax
restructuring and other charges of $3.3 million.

Revenues for the nine months ended September 30, 2003 were $261.0
million, compared to revenues of $1,136.8 million for the nine
months ended September 30, 2002.  The comparative decrease is due
primarily to the deconsolidation of Superior.  After excluding the
deconsolidated revenues of Superior, Alpine's revenues for the
nine months ended September 30, 2002 were $390.7 million, a
decrease of $129.7 million or 33% in the revenues for the nine
month period ended September 30, 2003 compared to the same prior
year period.  This decrease in revenues for the 2003 period is
primarily due to lower sales volume at Essex Electric as indicated
in the previous paragraph.  The net (loss) for the nine month
period ended September 30, 2003 was $8.9 million or $0.62 per
diluted share compared to a loss per diluted share before the
cumulative effect of accounting changes of $141.5 million or $9.55
per diluted share for the nine month period ended September 30,
2002.  The net (loss) for the nine months ended September 30, 2002
included a per share loss of $26.17 related to the cumulative
effect of an accounting change for goodwill impairment.  The loss
for the nine months ended September 30, 2003 includes pretax
restructuring and other charges of $8.3 million.

At September 30, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $840 million.

Steven S. Elbaum, Chairman and Chief Executive Officer stated
that, "We continue to make good progress toward achieving our
objective of building a low cost and competitive business at Essex
Electric from which we can carefully and profitability regrow our
market share.  The aggressive restructuring actions implemented in
2003 and our investment in plant expansion, equipment upgrades and
improved production in Florence, Alabama increases our confidence
that we will be able to achieve a solid foundation for future
growth.  Our management team at Essex Electric, led by Harold
Karp, is making steady progress towards establishing a strong
foundation for long-term profitable growth at Essex Electric.  
During the quarter we completed the closure of our Sikeston,
Missouri plant, exited an excess distribution facility in St.
Joseph, Missouri and sold our Anaheim, California facility for
approximately $6 million in cash with a lease back that gives
Essex Electric the flexibility of being able to continue
production at that facility through 2004.  These actions further
our restructuring objectives and strengthen the business going
forward.

"DNE Systems recorded strong results during the quarter and year
to date. Operating income of $4.3 million for the year to date is
up 7% over the prior year period.  DNE continues to focus on key
Department of Defense customers and prime contractors with
tactical electronic products that meet rigorous specifications for
secure communications.

"Along with our investment in and progressing Essex Electric's
restructuring plan, debt reduction and balance sheet strength have
also been key focus areas for Alpine in 2003.  Our team has
achieved tremendous success in reducing consolidated debt from $79
million at its inception in December 2002 to $17 million at
September 2003, while at the same time investing nearly $20
million to restructure Essex Electric into a low cost and
profitable competitor in its growing market.

"On November 10, 2003 we closed the previously announced rights
offering made to our common shareholders to purchase our Series A
Preferred Stock. Proceeds from the rights offering aggregated $3.8
million and the Company will be issuing 9,997 shares of Series A
Preferred Stock to the subscribing shareholders."

The Alpine Group, Inc., headquartered in New Jersey, is a holding
company which owns approximately 90% of Essex Electric Inc. and
100% of DNE Systems, Inc.  Essex Electric Inc. manufactures a
broad range of copper electrical wire products for residential,
commercial and industrial buildings for sale to electrical
distributors and retailers.  DNE Systems, Inc. is a designer and
manufacturer of communications equipment, integrated access
devices and other electronic equipment for defense, government and
commercial applications.


AMERCO: Reaches Agreement with Unsecured Creditors Committee
------------------------------------------------------------
AMERCO (Nasdaq: UHALQ) has reached an agreement with its Official
Committee of Unsecured Creditors regarding the treatment of their
claims under the Company's Plan of Reorganization. In return, the
Company has secured the commitment of the Creditor's Committee to
support the reorganization plan.

Under the terms of the agreement, the holders of over $700 million
of unsecured debt would receive a combination of cash and new
notes in full payment of their claims, with no dilution of the
Company's existing equity. The Company is amending its pending
Plan of Reorganization to incorporate this treatment. The
Committee has agreed to actively support confirmation of the
amended Plan and to recommend that all parties in interest vote in
favor of the Plan. The agreement in principle is subject to
customary conditions.

The Company must obtain the Court's approval of its Disclosure
Statement before the Plan can proceed. A hearing is scheduled
seeking Court approval of the Disclosure Statement.

"From the first our intent has been to confirm a full payout plan
for all creditors with no dilution of existing equity. We now have
consensual restructuring agreements with the vast majority of our
creditor constituencies. We will continue to work with our other
creditors to reach consensual agreements for the full payment of
their claims. At the same time, we will aggressively pursue
reorganization efforts that will accomplish the preservation of
value for our shareholders and an emergence from Chapter 11 in
January," stated Joe Shoen, chairman of AMERCO.

According to Richard Williamson, Managing Director of Alvarez and
Marsal, Inc., "The definitive agreement with the Official
Committee of Unsecured Creditors represents a significant
advancement in the AMERCO restructuring process and has positioned
the Company to confirm a full pay Plan of Reorganization in early
2004." Alvarez and Marsal, Inc. has served as the financial
advisor to AMERCO since May 2003, with respect to its negotiations
with creditors / stakeholders and in the restructuring of AMERCO's
capital structure.

AMERCO is the parent company of U-Haul International, Inc.,
Republic Western Insurance Company, Oxford Life Insurance Company
and Amerco Real Estate Company. For more information about AMERCO,
visit http://www.amerco.com


AMERICAN HOMEPATIENT: Sept. Net Capital Deficit Narrows to $38MM
----------------------------------------------------------------
American HomePatient, Inc. (OTC:AHOM) reported net income of $0.4
million and revenues of $83.9 million for the third quarter ended
September 30, 2003. For the nine months ended September 30, 2003,
the Company reported net income of $9.3 million and revenues of
$249.3 million.

The Company's net income of $0.4 million for the third quarter of
2003 compares to a net loss of $2.4 million for the third quarter
of 2002. Net income for the current quarter includes approximately
$0.9 million of reorganization items related to the bankruptcy
proceedings. Excluding these reorganization items in the current
quarter, net income for the third quarter of 2003 would have been
$1.3 million. Net income for the third quarter of 2002 does not
include approximately $3.4 million of non-default interest expense
that would have been paid had the Company not sought bankruptcy
protection and includes $3.9 million of reorganization items and
$0.5 million of Chapter 11 financial advisory expenses incurred
prior to filing bankruptcy. Including the non-default interest
expense not paid and excluding the reorganization items and the
Chapter 11 financial advisory expenses, the Company would have had
a net loss of $(1.4) million in the third quarter of 2002. The
$2.7 million improvement in adjusted net income for the third
quarter of 2003 compared to the same quarter of 2002 is primarily
the result of increased same-location revenues.

The Company's net income of $9.3 million for the first nine months
of 2003 compares to a net loss of $69.3 million for the first nine
months of 2002. Net income for the first nine months of 2003
includes approximately $3.8 million of reorganization items and
does not include approximately $10.0 million of non-default
interest expense that would have been paid during the period had
the Company not sought bankruptcy protection. The Company's net
loss of $69.3 million for the nine months ended September 30, 2002
does not include approximately $3.4 million of non-default
interest expense that would have been paid during the period had
the Company not sought bankruptcy protection and includes a $68.5
million charge for the cumulative effect of a change in accounting
principle associated with the Company's adoption of Statement of
Financial Accounting Standards No. 142 ("Goodwill and Other
Intangible Assets"), a federal income tax benefit of $2.1 million,
a gain on the sale of the assets of an infusion center of $0.7
million, reorganization items of $3.9 million, and Chapter 11
financial advisory expenses incurred prior to filing bankruptcy of
$0.8 million. Excluding these items in 2002 and including the non-
default interest expense that was not paid in 2002, the Company's
net loss for the nine months ended September 30, 2002 would have
been $(2.3) million. Excluding the reorganization items in 2003
and including the non-default interest expense that was not paid
in 2003, the Company would have had net income of $3.1 million for
the nine months ended September 30, 2003. The $5.4 million
increase in adjusted net income for the nine months ended
September 30, 2003 compared to the same period in 2002 is
primarily the result of increased same-location revenues and lower
bad debt expense.

The Company's revenues of $83.9 million for the third quarter of
2003 represent an increase of $4.9 million, or 6.2%, over the
third quarter of 2002. The Company's revenues for the first nine
months of 2003 of $249.3 million represent an increase of $11.4
million, or 4.8%, over the first nine months of 2002. In March of
2002, the Company sold substantially all of the assets of an
infusion center, which contributed $1.9 million in revenues during
the first nine months of 2002. Excluding the revenues of the sold
center in the first nine months of 2002, same-location revenues in
the first nine months of 2003 increased $13.3 million, or 5.6%,
compared to the same period of last year. The Company's revenue
growth for the third quarter and nine months ended September 30,
2003 is attributable to the Company's sales and marketing efforts.

Earnings before interest, taxes, depreciation, and amortization
(EBITDA) is a non-GAAP financial measurement that is calculated as
revenues less expenses other than interest, taxes, depreciation
and amortization. EBITDA for the third quarter of 2003 and for the
third quarter of 2002 was $11.3 million and $6.1 million,
respectively. For the third quarter of 2003, EBITDA, excluding
reorganization items of $0.9 million and other income of $0.4, was
$11.8 million or 14.1% of revenues. For the third quarter of 2002,
EBITDA, excluding reorganization items of $3.9 million, Chapter 11
financial advisory expenses incurred prior to filing bankruptcy of
$0.5 million and other expense of $0.7 million was $11.2 million
or 14.2% of revenues. For the first nine months of 2003, EBITDA,
excluding reorganization items of $3.8 million and other income of
$0.3 million, was $35.4 million or 14.2% of revenues. For the
first nine months of 2002, EBITDA, excluding the cumulative effect
of change in accounting principle of $68.5 million, reorganization
items of $3.9, Chapter 11 financial advisory expenses incurred
prior to filing bankruptcy of $0.8 million, a gain on sale of
assets of a center of $0.7 million, and other expense of $0.6
million, was $33.6 million or 14.1% of revenues.

Overall, operating expenses increased in the third quarter and
first nine months of 2003 compared to the third quarter and first
nine months of 2002 by approximately $1.3 million and $3.3
million, respectively, primarily due to increased insurance
expenses and higher personnel-related expenses. These expenses
were partially offset by lower bad debt expense for the first nine
months of 2003. As a percent of revenues, bad debt expense
declined from 4.0% in the first nine months of 2002 to 3.3% in the
first nine months of 2003. The reduction in year to date bad debt
expense primarily is the result of continued operational
improvements and processing efficiencies at the Company's billing
centers.

At September 30, 2003, American HomePatient's balance sheet shows
a total shareholders' equity deficit of about $38 million.

                  Bankruptcy Proceeding Update

As announced previously, American HomePatient, Inc. and 24 of its
subsidiaries filed voluntary petitions for relief to reorganize
under Chapter 11 of the U.S. Bankruptcy Code on July 31, 2002. On
July 1, 2003, the Company's plan of reorganization became
effective and the Company emerged from bankruptcy protection.
Pursuant to the plan, all of the Company's creditors will be paid
in full and the shareholders of the Company will retain all of
their equity interests in the Company.

As previously announced, the hearing before the Bankruptcy Court
on confirmation of the plan of reorganization had been held on
April 23-25 and 28-29, 2003, and on May 15, 2003, the Bankruptcy
Court entered a memorandum opinion overruling the secured lenders'
objections to the plan. On May 27, 2003, the Bankruptcy Court
entered an order confirming the plan and on June 30, 2003, the
United States District Court in the Middle District of Tennessee
rejected the secured lenders' request to stay the effective date
of the plan. The secured lenders filed an appeal to the District
Court of the order confirming the plan, and on September 12, 2003,
the District Court issued an opinion affirming in all respects the
confirmation order. On October 14, 2003, the secured lenders filed
a notice of appeal to the United States Court of Appeals for the
Sixth Circuit. The Company intends to contest this appeal and to
vigorously defend the confirmation order entered by the Bankruptcy
Court and upheld by the District Court.

American HomePatient, Inc. is one of the nation's largest home
health care providers with 288 centers in 35 states. Its product
and service offerings include respiratory services, infusion
therapy, parenteral and enteral nutrition, and medical equipment
for patients in their home. American HomePatient, Inc.'s common
stock is currently traded in the over-the-counter market or, on
application by broker-dealers, in the NASD's Electronic Bulletin
Board under the symbol AHOM.


AMERICAN RESTAURANT: Reports Decline in Third-Quarter Results
-------------------------------------------------------------
American Restaurant Group, Inc. (S&P, CCC+ Corporate Credit
Rating, Senior Secured Debt Ratings, Negative) announced its
results for the third quarter ended September 29, 2003.  Total
revenues decreased from $70.1 million in the third quarter of 2002
to $66.4 million in the third quarter of 2003.  Same-store sales
decreased by 4.9% in the third quarter of 2003 compared to 2002.

EBITDA, as adjusted below for nonrecurring expenses, for the third
quarter of 2003 was $2.5 million.  EBITDA, as adjusted, for the
prior year's comparable quarter was $4.7 million.  Of the year-
over-year variance, a significant portion resulted from
historically high beef costs.  Nonrecurring reserves made during
the quarter consist of reserves for asset impairment, store
closures, and the SRG bankruptcy.

      (Amounts in 000's)        Q3 2002           Q3 2003
       -----------------        -------           -------
       Operating Results:
       Revenues                 $70,119           $66,422

       EBITDA:
       Operating Profit           2,800           (13,194)
       Plus:  Depreciation
        and Amortization          1,864             1,762

       EBITDA                     4,664           (11,432)
       Plus:  Nonrecurring
        Reserves                                   13,899

       EBITDA, as adjusted       $4,664            $2,467

Note:  EBITDA is not a defined term under generally accepted
accounting principles.  EBITDA refers to earnings before interest,
taxes, depreciation, and amortization.  For comparison purposes,
the Company computes EBITDA, as indicated above.  Management
believes EBITDA is one of the financial measures used by users of
our financial statements to evaluate the Company's financial
results of operations.  For comparison purposes, EBITDA is also
reflected in the above table as adjusted in the current period to
exclude charges that the Company believes are nonrecurring in
nature.

                      Store-Closing Reserve

As a result of the lower-than-expected sales performance at some
of the older locations, the Company recorded a charge of $3.8
million during the third quarter related to the closure of two
locations and the impairment of certain other locations. In
connection with the impairment charge in the third quarter, the
Company expects to close additional locations during the fourth
quarter and record an additional $4.8 million in store-closing
reserves associated with the closing of those locations in the
fourth quarter.

               Spectrum Restaurant Group Bankruptcy

In June 2000, the Company sold all of the outstanding stock of the
Non-Black Angus Subsidiaries, and transferred certain rights and
obligations, to Spectrum Restaurant Group, Inc. On August 6, 2003,
Spectrum Restaurant Group, Inc. and its subsidiaries each filed in
United Stated Bankruptcy Court a voluntary petition for bankruptcy
and reorganization under Chapter 11.  The Company was owed $0.4
million from SRG as of September 29, 2003 and has fully reserved
an allowance against the receivable. Additionally, the Company has
recorded a nonrecurring reserve of $9.7 million during the third
quarter of 2003 in connection with actual and possible claims
against the Company and its subsidiaries arising from SRG
breaching various obligations.

                    Additional Credit Facility

As reported in the Company's form 8-K filed with the SEC on
November 6, 2003, the Company has secured an additional $5 million
credit facility from TCW and its affiliates.  The purpose of this
facility is to provide additional working capital.  This facility
is in addition to the $15 million revolving credit facility with
Wells Fargo Foothill.

CEO Ralph Roberts commented:

"Our comparable-store sales decrease for the quarter resulted from
our continued strategy of reducing the mix of product promotion
sales, which also resulted in advertising savings of $1 million
during the quarter.

"During the quarter, although our cost of sales was negatively
impacted by extraordinary beef costs, I want to commend our
operators who saved over $600,000 in direct operating expenses
through a variety of new cost-saving programs.

"The quarter was adversely impacted by two nonrecurring events:  
the unanticipated reserve necessary to provide for the SRG
bankruptcy, and the impairment reserve to allow for the strategic
withdrawal from a market.  These reserves will enhance our ability
to enjoy improved operating cash flow in the future."

There were 108 Black Angus Restaurants operating as of
September 29, 2003, including our newest restaurant, which opened
in Chandler, AZ on September 15, 2003.


ANC RENTAL: Asks Court to Sanction W. Clark for Violating Stay
--------------------------------------------------------------
Bonnie Glantz Fatell, Esq., at Blank Rome LLP, in Wilmington,
Delaware, recounts that on June 30, 2000, AutoNation spun-off the
ANC Rental Corporation Debtors' automotive rental business from
its other retail businesses by means of a tax-free distribution of
AutoNation's ownership interest in the Debtors to AutoNation's
stockholders. Early in these Chapter 11 cases, the Official
Committee of Unsecured Creditors began an investigation into spin-
off claims and related causes of action against AutoNation.  The
Committee reviewed thousands of packages of documents relating to
the Spin-off and interviewed the Debtors' numerous key former and
current employees.  The Committee believed that it had valuable
claims against AutoNation with respect to the Spin-off.  
AutoNation denied that any claims existed.

Subsequently, the Committee and AutoNation began extensive
settlement negotiations, which culminated in a Settlement
Agreement being reached on April 15, 2003 pursuant to which
AutoNation agreed to guaranty certain of the Debtors' bonds and
pay to the estate up to $20,000,000.  The Debtors sought and
obtained the Court's approval of the Settlement Agreement on
May 23, 2003.

Subsequent to the Petition Date, Ms. Fatell notes, William
McDonald Clark sought to recover damages against AutoNation for
breach of an employment contract he entered into with Debtor
Alamo Rent-A-Car, Inc., a former subsidiary of AutoNation.  
Specifically, Mr. Clark sought certain salary continuation
benefits from AutoNation under the terms of his written
employment contracts with Alamo.

Alamo has been in business for over 25 years and became a
subsidiary of AutoNation on November 25, 1996.  ANC Rental
Corporation was incorporated in October 1999 as a wholly owned
subsidiary of AutoNation, and Alamo became a subsidiary of ANC.
ANC remained a wholly owned subsidiary of AutoNation until
June 30, 2000, when ANC was spun-off and became an independent
public company.  Since Alamo was a subsidiary of ANC at the time
that ANC became a public company, after June 2000, Alamo did not
have any affiliation whatsoever with AutoNation.  Mr. Clark was
employed by Alamo as the Vice Chairman and Chief Marketing
Officer before, during and after the period of time that Alamo
was an AutoNation subsidiary.

Mr. Clark tells Judge Walrath that he was employed as the Vice
Chairman and Chief Marketing Officer of Alamo pursuant to a
written proposal for compensation dated December 31, 1996.  Mr.
Clark alleges that on June 14, 2000, Alamo's parent corporation,
ANC, advised him that the Employment Contract, as supplemented by
a supplemental employment contract dated January 30, 1997 would
not be renewed.  Mr. Clark acknowledged that he agreed to the
terms of the Non-Renewal Letter by signing and returning the Non-
Renewal Letter to ANC.

Mr. Clark alleges that on November 15, 2001, he was notified that
ANC and Alamo filed voluntary petitions for relief under Chapter
11, and that ANC would not make any additional payments to him
under the terms of the Employment Contract or Supplemental
Employment Contract.

Subsequently, Mr. Clark sued AutoNation in the Florida State
Court seeking to hold it liable for Alamo's debt to him.  Mr.
Clark sought to recover damages against AutoNation based on the
former parent/subsidiary relationship between AutoNation and
Alamo under theories of vicarious liability, single enterprise,
and alter ego.  

Ms. Fatell argues that to prevail on each of these counts, Mr.
Clark must first establish liability against Alamo.  Once
liability is established against Alamo, Mr. Clark must establish
liability against AutoNation by claiming that AutoNation and
Alamo held themselves out to the public as a single enterprise,
so that AutoNation is liable for Alamo's obligations.  

Ms. Fatell notes that these claims are more appropriately
directed against Alamo's bankruptcy estate.  However, Mr. Clark
did not file a proof of claim against Alamo's estate.  Instead,
he attempts to circumvent Section 362 of the Bankruptcy Code as
well as the Court Order approving the Debtors' Settlement with
AutoNation by asserting these causes of action directly against
AutoNation.  In each of the counts, Mr. Clark does not contend
that AutoNation is directly liable for the obligations under the
Employment Contract and Supplemental Employment Contract.  
Rather, Mr. Clark maintains that AutoNation is somehow indirectly
liable for Alamo's obligations under its contracts with him, as
Alamo's former Vice Chairman and Chief Marketing Officer.

Ms. Fatell argues that as a matter of law, Mr. Clark is not
permitted to circumvent the automatic stay provisions of the
Bankruptcy Code by attempting to impose liability for Alamo's
obligations upon AutoNation.  See In re S.I. Acquisition, 817 F.
2d 1142 (5th Cir 19870, St. Paul Fire and Marine Ins. Co. v.
PepsiCo, Inc., 884 F.2d 688(2d Cir 1989), In re Saunders, 101
B.R. 303, 306.

Furthermore, the trustee or debtor-in-possession has the
exclusive right to assert any alter ego or single enterprise
claims to ensure fair and equitable treatment of all similarly
situated creditors.  See In re Enron Corp., No. 01 B 16034 (AJG).  
This is because if the alter ego allegations are proven, there
are more assets available to the debtor to meet creditor claims.

More importantly, the Debtors and the Committee, on behalf of all
creditors, including Mr. Clark, already finally settled these
claims under the Settlement Agreement.  In fact, AutoNation is
obligated to pay millions of dollars to the estate under the
Settlement Agreement.  The Debtors and the Committee released
AutoNation of any and all wrongdoing, including alter ego and
fraudulent transfer claims.  The express language of the
Committee's release applies uncontrovertibly to Mr. Clark's
claims.

Ms. Fatell asserts that the Settlement Agreement and the
Settlement Order are binding on Alamo, as well as any and all
creditors of Alamo, including Mr. Clark.  Accordingly, on claims
of vicarious liability, single enterprise and alter ego, Mr.
Clark cannot independently pursue AutoNation without violating
the automatic stay provisions of the Bankruptcy Code, the Release
Agreement and Order Approving Release Agreement.

Ms. Fatell tells Judge Walrath that Mr. Clark has been advised of
all these circumstances.  However, Mr. Clark knowingly continues
to prosecute the state court action against AutoNation.
AutoNation bargained for a release by all creditors of claims
like the alter ego claim Mr. Clark is asserting against
AutoNation.

Accordingly, the Debtors and the Committee asks the Court to:

   (1) clarify the Settlement Order and declare that Mr. Clark's
       claim is extinguished; and

   (2) sanction Mr. Clark for his continued and willful violation
       of automatic stay and the Court Order approving the
       AutoNation Settlement. (ANC Rental Bankruptcy News, Issue
       No. 42; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANNUITY & LIFE: Sept.-Quarter Results Swing-Up to Positive Zone
---------------------------------------------------------------
Annuity and Life Re (Holdings), Ltd. (NYSE: ANR) reported
financial results for the three month period ended September 30,
2003.  

The Company reported a net income of $33,392 or $0.00 per fully
diluted share for the three month period ended September 30, 2003
as compared to a net loss of $19,147,017 or $0.74 per fully
diluted share for the three month period ended September 30, 2002.
Net income in the third quarter of 2003 was primarily the result
of a $9.0 million benefit resulting from a comprehensive
settlement terminating all reinsurance relationships between XL
Life and the Company, partially offset by losses on three life
reinsurance agreements, litigation costs and compensation related
expenses.

Net realized investment losses for the three month period ended
September 30, 2003 were $(52,025) or $(0.00) per fully diluted
share, as compared with net realized investment gains of
$9,297,351 or $0.36 per fully diluted share for the three month
period ended September 30, 2002.

Jay Burke, Chief Executive Officer and Chief Financial Officer of
the Company, commented, "This quarter's results show a marked
improvement over the recent past. Our results were favorably
impacted by the Comprehensive Settlement with XL Life. While this
is good news, it also means we still have losses in our remaining
book of business. We have yet to fully reposition our investment
portfolio and our expense reduction efforts will not completely
take hold until the second quarter of 2004.

"As of September 30, 2003 our unsecured letter of credit facility
at Citibank stood at $26.7 million. Citibank has agreed that,
provided the Company can reduce Citibank's unsecured letter of
credit exposure to less than $17 million as of November 30, 2003,
Citibank will renew all letters of credit outstanding at
December 31, 2003 through December 31, 2004.

"In addition, in the third quarter we were notified by the New
York Stock Exchange that we are no longer facing delisting
procedures and that the Exchange has removed the flag on our
ticker symbol.

"I continue to caution that not all of the Company's issues are
resolved. Absent the net income benefit produced by the
Comprehensive Settlement with XL Life we would have reported a
loss for the quarter. While we believe the third quarter was
impacted by some large claims and seasonal premium fluctuations,
even adjusting for those items we still would have reported a
loss. In addition, we still have significant issues to resolve
involving our annuity reinsurance contract with Transamerica,
pending shareholder litigation and GMIB / GMDB exposure through
our reinsurance agreement with CIGNA.

"Transamerica has alleged that the Company owes $14.9 million
under its annuity reinsurance contract with Transamerica. The
Company has not agreed that such amount is currently owed to
Transamerica and the parties are attempting to resolve their
disputes. Transamerica has indicated that if the parties cannot
resolve their issues, it will attempt to put our Bermuda operating
subsidiary into liquidation.

"In addition to the discussions with Transamerica related to the
alleged amounts owed to it, we have been attempting to engage
Transamerica, and ultimately IL Annuity, in discussions aimed at
improving investment returns from the convertible bond portfolio
and potentially redesigning the VisionMark product to reduce the
minimum guarantee exposures from the Transamerica agreement. If
the Company is not successful in convincing Transamerica and IL
Annuity to restructure the portfolio and/or to redesign the
product, the Company may incur additional write downs of deferred
acquisition costs in the future.

"If we are able to reposition our general account investment
portfolio to achieve a substantially higher yield within our
investment guidelines, successfully defend ourselves against the
shareholder class action suit, achieve a favorable outcome from
the MetLife arbitration, and resolve our issues with Transamerica
regarding our annuity reinsurance agreement, we can achieve a
modest profit in 2004. While I am cautiously optimistic that we
can accomplish these objectives, the Company continues to face
significant challenges. Our failure to achieve any one of these
objectives could have a material adverse effect on our financial
condition and results of operations."

                      Operating Results

Our net income for the three months ended September 30, 2003
includes a net gain from reinsurance recaptures and terminations
of approximately $7.9 million, which includes the impact of the
Comprehensive Settlement with XL Life.  Adverse mortality
experience under the Company's largest life reinsurance treaty
continued, resulting in a loss on that agreement of $(2,397,000)
for the quarter. Another large life agreement included an
unusually large claim for $900,000 and, coupled with the
agreement's typically lower third quarter premiums, generated a
loss of $2,174,000.  We also incurred $1,004,000 for litigation
costs and $1,000,000 in compensation-related expenses, and added
$800,000 to our reserves for guaranteed minimum death and income
benefits. Embedded derivatives associated with certain of our
modified coinsurance agreements produced a net gain of $2,808,427
million for three months ended September 30, 2003.

Unrealized gains on the Company's investments declined to
$2,211,223 as of September 30, 2003 from $2,641,227 at June 30,
2003. The Company's investment portfolio currently maintains an
average credit quality of AA-.  Cash used by operations for the
nine month period ended September 30, 2003 was $(97,859,548)
compared to cash provided from operations of $27,726,444 for the
comparable period ending September 30, 2002. At September 30,
2003, virtually all of the Company's invested assets were pledged
as collateral for the benefit of its U.S.-based cedents.  Book
value per share at September 30, 2003 and June 30, 2003 was $5.52
and $5.53, respectively.  Tangible book value, which is GAAP book
value excluding deferred acquisition costs, improved to $2.70 at
September 30, 2003 as compared to $1.44 at June 30, 2003.

                     Life Segment Results

Life segment income for the three month period ended September 30,
2003 was $601,214, as compared with segment loss of $(9,938,836)
for the comparable prior period of 2002.  As mentioned above,
major contributors to the current quarter's result include a net
gain from recaptures of $5,637,000, offset by net losses of
$5,600,000 on three life reinsurance agreements, litigation
and compensation related expenses.

                    Annuity Segment Results

Annuity segment income was $378,926 for the three month period
ended September 30, 2003, as compared with a loss of $18,253,644
for the three month period ended September 30, 2002.  Segment
income for the third quarter of 2003 is the result of a net gain
from embedded derivatives of $2,808,000, partially offset by
$568,000 of losses from the recapture of two annuity reinsurance
agreements during the quarter, an increase in our guaranteed
minimum death benefit and guaranteed minimum income benefit
reserve of $800,000 and expenses allocated to this segment.

Annuity and Life Re (Holdings), Ltd. provides annuity and life
reinsurance to insurers through its wholly owned subsidiaries,
Annuity and Life Reassurance, Ltd. and Annuity and Life
Reassurance America, Inc.

                         *    *    *

As previously reported, Fitch Ratings withdrew its 'C' insurer
financial strength rating on Annuity & Life Reassurance, Ltd.

The rating was withdrawn due to the company's announcement earlier
this year that it had ceased writing new business and had notified
its existing reinsurance clients that it could not accept
additional cessions under previously established treaties.

                  ENTITY/ISSUE/ACTION/PRIOR RATING

           Annuity & Life Reassurance, Ltd.

               -- Insurer financial strength Withdrawn/'C'


AQUILA: Agrees to Sell Interests in 12 Power Plants to ArcLight
---------------------------------------------------------------
Aquila, Inc. (NYSE:ILA) has entered into a definitive agreement to
sell its interests in 12 power plants to Teton Power Funding, LLC,
an affiliate of ArcLight Capital Partners, LLC, for $300.9
million, subject to pre- and post-closing adjustments. The sale is
expected to be completed in the first quarter of 2004, and is
subject to regulatory and third-party approvals.

The power plant interests are a part of Aquila's residual energy
merchant and trading organization. The plants are located in the
states of California, Florida, Georgia, Maine, New York and
Washington, as well as Jamaica, and represent a net ownership
interest of 643 megawatts. Aquila's three uncontracted peaking
power plants are not included in the sale. Aquila anticipates
using the net proceeds from the transaction to reduce liabilities
and strengthen the company's balance sheet.

"The completion of this transaction, together with the completion
of the recently announced agreements to sell our Canadian and
United Kingdom utility businesses, will provide Aquila with the
liquidity to meet 2004 debt maturities and allow management to
focus more of its attention on the company's core businesses,"
said Keith Stamm, Aquila's chief operating officer.

Lehman Brothers acted as exclusive financial advisor to Aquila in
connection with the transaction.

Based in Kansas City, Mo., Aquila (S&P, B+ Credit Facility Rating,
Negative) operates electricity and natural gas distribution
networks serving customers in Missouri, Kansas, Iowa, Minnesota,
Colorado, Michigan and Nebraska, as well as in Canada and the
United Kingdom. The company also owns and operates power
generation assets. More information is available at
http://www.aquila.com


ARVINMERITOR INC: 4th-Quarter Fin'l Results Show Slight Decline
---------------------------------------------------------------
ArvinMeritor, Inc. (NYSE: ARM) reported sales of $2.0 billion and
net income of $33 million, or $0.48 per diluted share, for its
fourth fiscal quarter ended Sept. 30, 2003, compared to last
year's fourth-quarter net income of $41 million, or $0.61 per
diluted share. Net income for the fourth quarter of fiscal year
2003 included a charge for the cumulative effect of a change in
accounting principle due to the adoption of FIN 46, "Consolidation
of Variable Interest Entities," of $4 million, or $0.06 per
diluted share.

Sales increased $231 million, or 13 percent, as compared to last
year's fourth quarter. Excluding the effect of currency, and
acquisitions and divestitures, sales would have been lower by one
percent. Sales declined in North America and Europe by three
percent, but were up by more than 20 percent in the rest of the
world, driven by sales growth in the Asia/Pacific region.
Operating income for the fourth quarter of fiscal year 2003 was
$76 million, compared to $91 million for the same period last
year.

ArvinMeritor Chairman and Chief Executive Officer Larry Yost said,
"We are responding to the current automotive market conditions by
aggressively implementing actions to improve the profitability of
our business, including leveraging our scale by rationalizing
facilities, further restructuring and workforce consolidation;
focusing on global sourcing initiatives; and reinforcing quality
programs and continuous improvement performance systems throughout
the organization."

Specific business segment financial results include:

* Light Vehicle Systems sales were $1,093 million, up 26 percent
  from the fourth quarter of fiscal year 2002. This increase was
  almost entirely due to foreign currency translation resulting
  from a stronger euro and the acquisition of Zeuna Starker.
  Operating income in the fourth quarter of fiscal year 2003 was
  favorably impacted by the $20-million gain on the previously
  announced sale of the exhaust tube manufacturing facility. This
  was offset by higher new product launch and steel costs of $10
  million and a pre-tax charge of $11 million related to account
  reconciliations and information system implementation issues in
  a facility in Mexico, of which $6 million related to prior
  fiscal years. Management, after consulting with its independent
  auditors and outside counsel, has determined that the amount
  related to prior fiscal years is not material. LVS also recorded
  restructuring costs in this year's fourth fiscal quarter of $5
  million associated with previously announced programs.

  The LVS business continues to focus on reducing cost through
  restructuring programs and other continuous improvement
  initiatives, while seeking new business wins in the marketplace.
  In October 2003, ArvinMeritor announced that Hyundai Motor
  Company has chosen our LVS business to become its North American
  door module supplier for Hyundai's popular Santa Fe and Sonata
  models, beginning production in 2005 and growing to one million
  door modules annually.

* Commercial Vehicle Systems (CVS) sales were $616 million, up $4
  million, or one percent, from the fourth quarter of fiscal year
  2002. Sales were up, despite a decline in North American Class 8
  truck production. Higher trailer volumes in North America and
  higher sales in Asia/Pacific offset declines in North American
  truck volumes. Productivity improvements were partially offset
  by higher engineering investments and warranty charges.
  Operating income declined by $1 million.

  The CVS business is well-positioned to benefit from the recovery
  expected in the North American heavy truck market in fiscal year
  2004. CVS continues to geographically diversify its business.
  Recently, CVS signed a memorandum of understanding with the
  Volvo Group to form two new truck axle joint ventures in Europe.
  Subject to finalizing the agreement, it is intended that in
  2004, the two new joint ventures, owned jointly by ArvinMeritor
  and Volvo, would assume control and operation of the two Volvo
  Group manufacturing operations in France.

* Light Vehicle Aftermarket (LVA) sales were $219 million, down
  four percent from last year's fourth quarter. Without the impact
  of foreign currency translation, sales would have declined
  approximately $20 million. Lower volumes, higher product returns
  and lower pricing contributed to the decrease in operating
  income.

  The LVA business remains focused on reducing its costs through
  global outsourcing and rationalizing its distribution channels,
  while strengthening its business relationship with major
  customers. In September, for the second year in a row, the LVA
  Purolator filter business received the Toyota Quality Alliance
  Platinum award from Toyota Motor Sales, U.S.A. More recently,
  Grease Monkey International named Purolator the 2002 Vendor of
  the Year.

                 Full-Year Fiscal 2003 Results

Sales for the fiscal year were $7.8 billion, up $906 million, or
13 percent, compared to last year. Excluding the effect of
acquisitions and divestitures, and the impact of foreign currency,
revenue grew one percent. Operating income was $309 million, a
decline of $34 million, compared to fiscal year 2002, reflecting
an operating margin of 4.0 percent, down from 5.0 percent last
year. Operating income for fiscal year 2003 was favorably impacted
by the gain on the sale of the exhaust tube manufacturing
facility, but was offset by higher steel costs, product launch
costs, higher engineering investments, pricing pressures and the
adjustment in Mexico.

Net income for fiscal year 2003 was $136 million, or $2.00 per
diluted share, up from $107 million, or $1.59 per diluted share
last year. Included in net income were the effects of changes in
accounting principles of $4 million, or $0.06 per diluted share,
in fiscal year 2003 and $42 million, or $0.63 per diluted share,
in fiscal year 2002.

"Although we made progress in a number of areas, our fiscal year
2003 financial results did not achieve the expectations set by our
management team," Yost said. "Our entire ArvinMeritor team is
committed and dedicated to improving our company's financial
performance. We will remain focused on reducing costs, leveraging
our global resources, streamlining our asset base and improving
return on invested capital and free cash flow. The strength of our
entire team is focused on returning value to our shareowners."

                          Outlook

"Our fiscal year 2004 outlook for light vehicle production remains
unchanged from our previous guidance at 15.8 million vehicles in
North America and 16.2 million vehicles in Western Europe. We
continue to remain optimistic about the growth in the North
American Class 8 truck production to 222,000 units in fiscal year
2004," Yost said. "Our sales outlook for fiscal year 2004 is
approximately $8.6 billion, up about ten percent from fiscal year
2003, and slightly higher than our previous guidance to reflect
current foreign currency exchange rate expectations.

"For the first quarter of fiscal year 2004, our sales forecast is
$2.0 billion, and our outlook for diluted earnings per share is
unchanged from our previous guidance of $0.25 to $0.30 per diluted
share," Yost continued. "We anticipate that our first quarter
results will continue to be affected by the product launch costs
that also impacted our fiscal year 2003 fourth quarter. We expect
these issues to be substantially resolved in the first quarter.

"For the remainder of fiscal year 2004, we expect to achieve
improved performance as volumes, particularly in the Commercial
Vehicle business, return to more normal levels, our launch issues
are resolved and performance improvement programs are achieved. We
anticipate full-year diluted earnings per share in the range of
$2.20 to $2.40 for fiscal year 2004." ArvinMeritor, Inc. is a
premier $8-billion global supplier of a broad range of integrated
systems, modules and components to the motor vehicle industry. The
company serves light vehicle, commercial truck, trailer and
specialty original equipment manufacturers and related
aftermarkets.

ArvinMeritor, Inc. (S&P, BB+ Corporate Credit & Senior Unsecured
Debt Ratings, Negative) is a premier $7-billion global supplier of
a broad range of integrated systems, modules and components to the
motor vehicle industry.  The company serves light vehicle,
commercial truck, trailer and specialty original equipment
manufacturers and related aftermarkets.  In addition, ArvinMeritor
is a leader in coil coating applications.  The company is
headquartered in Troy, Mich., and employs 32,000 people at more
than 150 manufacturing facilities in 27 countries.  ArvinMeritor
common stock is traded on the New York Stock Exchange under the
ticker symbol ARM.  For more information, visit the company's Web
site at: http://www.arvinmeritor.com


ATLANTIC COAST: Tells Mesa "We Take Fiduciary Duties Seriously"
---------------------------------------------------------------
The Board of Directors of Atlantic Coast Airlines Holdings, Inc.
(Nasdaq: ACAI) sent the following letter to the Board of Directors
of Mesa Air Group, Inc. (Nasdaq: MESA):

                               November 13, 2003

Board of Directors
Mesa Air Group, Inc.
410 North 44th Street
Suite 700Phoenix, AZ 85008

Ladies and Gentlemen:

    We are in receipt of your letter dated November 13, 2003.  
Rest assured that we take our fiduciary duties to our stockholders
very seriously. The ACA Board has evaluated the Company's
strategic direction, including a revised contract with United
Airlines and creating an independent low-fare airline.

    Since Mesa provided no details with respect to the MOU with
United announced [Wednes]day, we can only assume that the terms it
agreed to are similar to the terms that ACA's Board previously
reviewed and rejected.  Some of the more problematic terms in the
proposal that United last offered ACA included:

     * greater risk over the life of the contract, particularly
       with respect to costs that would be required to be borne by
       ACA but that would be solely within United's control;

     * margins based on operating performance standards that could
       be reset by United in its discretion; and

     * no assurance that the terms of the non-binding agreement
       would not be renegotiated by United when and if it
       finalizes its reorganization plan and actually emerges from
       bankruptcy.

    Additionally, we note that Mesa's MOU with United is further
evidence that United and Mesa are working together to try to
squash ACA's efforts to establish a low-fare, low-cost competitor
at Dulles International Airport.

    The ACA Board of Directors is well aware of its fiduciary
duties and will continue to act in the best interests of ACA
stockholders.

                               Kerry B. Skeen
                               Chairman & Chief Executive Officer

ACA currently operates as United Express and Delta Connection in
the Eastern and Midwestern United States as well as Canada.  On
July 28, 2003, ACA announced plans to establish a new, independent
low-fare airline to be based at Washington Dulles International
Airport.  The Company has a fleet of 148 aircraft-including a
total of 120 regional jets-and offers over 840 daily departures,
serving 84 destinations.  

Atlantic Coast Airlines (S&P, B- Corporate Credit Rating,
Developing) employs over 4,800 aviation professionals.  The common
stock of parent company Atlantic Coast Airlines Holdings, Inc. is
traded on the Nasdaq National Market under the symbol ACAI.  For
more information about ACA, visit the Web site at
http://www.atlanticcoast.com


BANC OF AMERICA: Fitch Drops Class B Notes Rating a Notch to BB
---------------------------------------------------------------
Fitch Ratings downgrades Banc of America Structured Notes, Inc.'s
series 2002-1 $36.7 million class A to 'BBB-' from 'BBB' and $24.5
million class B to 'BB' from 'BB+'.

The ratings of the class A and B certificates are dependent on the
ratings of the underlying certificates, classes H and J of the
Banc of America Large Loan, Inc. Series 2002-FLT1, which were
downgraded today due to the decline in market conditions for the
Central Research Park loan.


BMC INDUSTRIES: Will Consider Bankruptcy Filing for Debt Workout
----------------------------------------------------------------
BMC Industries, Inc. (OTCBB:BMMI) announced consolidated revenues
from continuing operations of $40.8 million for the third-quarter
ended September 30, 2003, compared to $42.5 million in the year-
ago period. The company reported a consolidated net loss of $12.2
million, or $0.45 per share, for third quarter 2003, versus a
consolidated net loss of $4.2 million, or $0.16 per share, in
third quarter 2002.

BMC incurred a net loss from continuing operations of $12.5
million, or $0.46 per share, during the third-quarter 2003, versus
a net loss from continuing operations of $3.2 million, or $0.12
per share, in the prior-year quarter.

"It clearly remains a difficult time for the company, as we
continue to restructure our two businesses," said Douglas C.
Hepper, chairman and chief executive officer of BMC Industries.
"We are taking actions to improve efficiency, reduce costs,
conserve cash and divest non-core assets."

"As we continue restructuring, we remain firmly committed to the
growth of Vision-Ease Lens, and are working closely with our
financial advisors to maximize cash flow from our mask operations,
in order to produce the best outcome for our stakeholders under
very difficult circumstances," said Hepper.

For the nine months ended September 30, 2003, BMC announced
consolidated revenues from continuing operations of $124.6
million, compared to $140.6 million in the same period of 2002.
BMC reported a consolidated net loss of $106.7 million, or $3.96
per share, for the first nine-months of 2003, versus a
consolidated net loss of $61.4 million, or $2.28 per share, for
the same period in 2002. The loss includes $77.4 million of
charges against asset valuations taken in the second quarter of
2003. Excluding these charges, the company recorded an adjusted
net loss from continuing operations of $23.7 million, or $0.88 per
share, for the first nine-months of 2003, compared to an adjusted
net loss of $12.3 million, or $0.46 per share, in the first nine-
months of 2002.

                Optical Products Group Operations

Third-quarter revenues for the Optical Products group totaled
$24.8 million, compared to $25.1 million in the prior-year
quarter. Sales of polycarbonate lenses increased $1.6 million
versus the year-ago period. Vision-Ease Lens has implemented
promotional programs and price changes, supported by lower
manufacturing costs in Jakarta, in an effort to increase sales in
the highly price sensitive commodity polycarbonate sector of the
market. Lower-margin, plastic lens sales were down $0.9 million
versus the third quarter 2002. Glass lens sales decreased $0.8
million compared to last year's third quarter. Although this
product line remains profitable, glass as a percentage of the
overall lens market has been declining as the market shifts to
other lens materials.

The Optical Products group reported a 2003 third-quarter operating
loss of $2.0 million. This compares to a slight operating profit
in the year-ago period of $449,000. Operating margins were
negatively impacted by higher production costs in our Ramsey,
Minn., plant in previous periods that were reflected in costs of
products sold during the third quarter 2003. Also, additional
inventory and other valuation reserves were adjusted totaling
approximately $1.4 million during the third quarter 2003 as the
group continues its restructuring efforts and cash flow
initiatives.

The group's initiatives have succeeded in reducing overall
inventory and increasing supply chain efficiency, while
maintaining high service levels. Since the end of the first
quarter 2003, Vision-Ease Lens inventories have decreased by
roughly $9.0 million.

As a result of a review of the company's French lab subsidiary
performed during the third quarter 2003, the company decided to
discontinue operating this subsidiary. In October 2003, this
French subsidiary filed for insolvency with a local court. As of
November 5, 2003, the company has ceased all funding of this
business but will work with the administrator to assist in
continuing service to customers, including supplying lenses on
cash-in-advance terms. Vision-Ease France operating results have
been reclassified as results from discontinued operations.

In October, the group completed the sale of one of its two former
manufacturing plant buildings in Azusa, Calif. receiving proceeds
of approximately $1.7 million. Net sales proceeds from the sale
were used to pay deferred interest expense. Optical Products also
has signed a purchase agreement with an interested party for the
sale of the second Azusa building; this transaction is expected to
be completed by year-end. The group also completed the sale of two
non-essential optical lens coaters.

                 Buckbee-Mears Group Operations

For the Buckbee-Mears group (BMG), third-quarter 2003 revenues
from continuing operations totaled $16.0 million compared to $17.4
million in the third quarter of 2002. The movement of picture tube
production away from the group's home markets, North America and
Europe, to Asian manufacturers continued to adversely affect
sales, in terms of mix, price and volume. With worldwide aperture
mask capacity continuing to exceed demand, aperture mask prices
remain under pressure. Although entertainment mask sales were
slightly higher than the same quarter last year, there was a
dramatic shift toward higher-cost, lower-margin invar products in
Asia. The discontinuing of several product lines since last year
also impacted the group's year-over-year revenue comparison;
including computer monitor masks and the non-mask, sheet-etching
business.

BMG reported an operating loss from continuing operations of $2.5
million during the third quarter 2003, versus operating income of
$1.2 million in the prior-year quarter. The group's profitability
was negatively impacted by several factors. Low production volumes
during the 2003 third quarter resulted in $1.1 million of
unabsorbed costs expensed in the period. The group also recorded
severance and other one-time charges of $0.9 million during the
third quarter. Price erosion negatively impacted margins by $0.6
million, and the shift toward lower-margin invar mask products in
Asia further reduced margins by $0.6 million.

On October 30, 2003, BMG announced the completion of the sale of
its non-mask, hybrid-manufacturing line and related inventory to
Tech-Etch, Inc., of Plymouth, Mass., for proceeds totaling $1.0
million. The hybrid-manufacturing line, part of BMG's recently
discontinued non-mask operations in Cortland, N.Y., produced mid-
to high-volume precision photo-etched components used in a variety
of applications including parts for the medical, automotive,
electronics and filtration markets. BMC used the net proceeds from
the sale to pay deferred interest expense.

BMC continues to assess its remaining mask operation's prospects.
Once concluded, asset values will be reassessed, and the company
expects that additional impairment charges may be recognized.

                         Other Items

Administrative expense for the third quarter 2003 was $5.8
million, compared to $1.5 million in the third quarter 2002. The
increase was primarily the result of additional financial and
legal advisory fees incurred by BMC in connection with the
company's restructuring activities.

                       Debt and Liquidity

Total debt at September 30, 2003, was $130.7 million, equal to the
$130.7 million in total debt at June 30, 2003, and up from $112.3
million at December 31, 2002. BMC's cash and cash equivalents
balance at September 30, 2003, was $5.0 million, down slightly
from $5.6 million at June 30, 2003, and up from $1.6 million at
December 31, 2002. Since June 30, 2003, the company has been
unable to borrow further funds under its bank credit facility.

As of September 30, 2003, BMC did not comply with several
covenants in its bank credit agreement, including failure to make
scheduled principal payments of $3.5 million per quarter on both
June 30, 2003 and September 30, 2003. The company also continues
to defer $1.0 million in scheduled fees, which were due to the
banks on July 1, 2003. The company also failed to meet a total
debt to trailing 12-month EBITDA ratio, which was a covenant not
to exceed 3.25 times at quarter end September 30, 2003.

As a result of non-compliance with its credit agreement, the
company's banks granted an initial two-week waiver to BMC on June
30, 2003, a subsequent 60-day waiver on July 15, 2003, and a
further 60-day waiver on September 16, 2003. The last waiver
extended the time period for BMC to make its scheduled principal
and fee payments, and limited the company's obligation to make
interest payment until November 14, 2003. The current agreement
defers all unpaid, accrued interest totaling approximately $0.8
million.

The company continues to work with its lenders and advisors to
secure a longer-term alternative to BMC's existing financing
arrangement or another agreement for the restructuring of
outstanding debt, including relief from these covenants and
deferral of payments due to the banks. If BMC is unable to achieve
additional waivers or other relief from covenants, payment
obligations and other requirements under its credit agreement, the
company would be in default as of November 14, 2003. Given the
current market environment, it is unlikely that BMC will be able
to negotiate alternative financing before that date. The failure
to maintain compliance with all covenants under the credit
agreement would result in a default, which would give lenders the
ability to accelerate all outstanding debt. If this occurs, BMC
would need to refinance or restructure the company's debt and, if
unsuccessful in these efforts, to consider all other options,
including seeking protection under bankruptcy laws.

At September 30, 2003, BMC Industries' balance sheet shows a
working capital deficit of about $90 million and a total
shareholders' equity deficit of about $45 million.

                 Over-The-Counter Bulletin Board

In late August, the company's common stock began trading on the
Over-The-Counter Bulletin Board under the new symbol "BMMI" as a
result of the New York Stock Exchange delisting process, which was
affected on August 19, 2003. The change in trading venue has not
had any material impact on the company's current operations or
financial performance. The OTCBB is a regulated quotation service
that displays real-time quotes, last-sale prices and volume
information in over-the-counter equity securities. Investors
should be aware that trading in BMC's common stock through market
makers and quotation on the OTCBB and the "pink sheets" may
involve risk, such as trades not being executed as quickly as when
the common stock was listed on the NYSE.

BMC Industries, Inc., founded in 1907, is comprised of two
business segments: Optical Products and Buckbee-Mears. The Optical
Products group, operating under the Vision-Ease Lens trade name,
is a leading designer, manufacturer and distributor of
polycarbonate and glass eyewear lenses. Vision-Ease Lens also
distributes plastic eyewear lenses. Vision-Ease Lens is a
technology and a market share leader in the polycarbonate lens
segment of the market. Polycarbonate lenses are thinner and
lighter than lenses made of other materials, while providing
inherent ultraviolet filtering and impact resistant
characteristics. The Buckbee-Mears group is the only North
American manufacturer of aperture masks, a key component in color
television picture tubes. For more information about BMC
Industries, Inc., visit the company's Web site at
http://www.bmcind.com  


CASTLE DENTAL: Sept. 30 Working Capital Deficit Narrows to $1.4M
----------------------------------------------------------------
Castle Dental Centers, Inc. (OTC Bulletin Board: CASL) earned net
income of $43,000, or zero cents per share, for the three months
ended September 30, 2003, compared to net income of $13.4 million,
including a gain on extinguishment of debt of $17.3 million, in
the third quarter of 2002. Operating income was $686,000 in the
third quarter 2003, $62,000 or 10% better than operating income of
$624,000, excluding unusual charges, in the third quarter 2002.

Patient revenues for the three-month period ending September 30,
2003, were $23.3 million, $2.7 million, or 10.3% lower than the
same period last year. The lower revenues resulted from a decline
of $1.7 million, or 6.6%, in same store revenues and the closing
of five dental centers during the past year that reduced revenues
by $1.0 million, or 3.7%. Lower same store revenues are attributed
to decreased patient flow in most of the Company's markets
resulting from the planned reduction of lower margin managed care
and discounted fee plans at certain dental centers and fewer
affiliated dentists in the Dallas/Ft. Worth and Tennessee markets.

For the nine months ended September 30, 2003, Castle Dental
reported net income of $22.0 million, $0.15 per share, including a
gain on early extinguishment of debt of $21.8 million recorded in
May 2003, compared to a net loss of $26.4 million, $1.07 per
share, in the first nine months of 2002. The loss in 2002 included
a $37.0 million charge related to goodwill impairment resulting
from the adoption of Statement of Financial Accounting Standards
(SFAS) No. 142, "Goodwill and Other Intangible Assets". Excluding
unusual charges and restructuring costs, the Company earned $1.1
million in the first nine months of 2003 compared to a loss of
$2.3 million in the prior year period. Patient revenues of $71.8
million were $4.8 million, or 6.2% below patient revenues in the
first nine months of 2002. The decline in revenues resulted from
lower same store sales of $1.3 million, or 1.8%, and the closing
of five dental centers in the past year that reduced revenues by
$3.4 million.

Excluding one-time charges, restructuring costs and severance
costs associated with the previously announced resignation of the
Company's president in June, earnings before interest, taxes,
depreciation and amortization (EBITDA) was $1.4 million for the
quarter ended September 30, 2003, $100,000 less than the prior
year period. For the nine months ended September 30, 2003, EBITDA
was $6.5 million, 34% higher than EBITDA of $4.9 million for the
comparable period of 2002.

On September 30, 2003, the Company completed the previously
announced recapitalization plan through the sale of $624,000 in
preferred stock and subordinated notes to key management
employees, directors and third-party investors. In the aggregate,
the sale of preferred stock and subordinated notes to Sentinel
Capital Partners II, L.P., management, directors and other
investors totaled $13.0 million. Including the conversion of
preferred stock and warrants outstanding into common stock, as
well as stock options and other conversion rights, the total
equivalent shares of common stock outstanding at September 30,
2003 were approximately 218,000,000 shares.

The proceeds of the sale were used to reduce debt and restructure
the Company's balance sheet. At September 30, 2003, the Company's
outstanding debt was $20.3 million, down from $49.5 million at
December 31, 2002.

Net income and loss excluding unusual charges, restructuring costs
and other charges and EBITDA excluding unusual charges,
restructuring costs and other charges, and severance costs are
non-GAAP financial measures. Please see the attached Table 3 for a
reconciliation of the most comparable GAAP measure to the non-GAAP
measures presented in this press release.

Castle Dental's September 30, 2003 balance sheet shows that its
total current liabilities exceeded its total current assets by
about $1.4 million, while net capitalization was pegged at $6.3
million up from a deficit of about $22 million nine months ago.

Castle Dental Centers, Inc. develops, manages and operates
integrated dental networks through contractual affiliations with
general, orthodontic and multi-specialty dental practices in the
U.S., Castle manages 74 dental centers with approximately 170
affiliated dentists in Texas, Florida, Tennessee and California
with annual patient revenues of approximately $95 million.


CHASE COMM'L: Series 2000-FL1 Note Ratings Lowered on 6 Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes of Chase Commercial Mortgage Securities Corp.'s commercial
mortgage pass-through certificates from series 2000-FL1. At the
same time, ratings are affirmed on two other classes from the same
transaction.

The rating actions reflect the declines in operating performance
for seven of the remaining 10 loans in the pool. The following
five loans show the most significant decline in performance:

-- The second-, third-, and fourth-largest loans (Moorings at Mesa
   Cove, Del Coronado Apartments, and Rancho Murietta Apartments,
   respectively) total $56.60 million (45% of the loan pool) and
   have an affiliated borrower. The loans are secured by
   multifamily properties in Tempe and Mesa, Ariz. All three loans
   reported a more-than-25% decline in net cash flow for year-end
   2002 and year-to-date ending June 2003 compared to NCF at
   issuance, which is primarily due to increased competition and
   renters opting to purchase a home because of low interest
   rates.

-- Glenville Business Center ($7.1 million, 6.1%, ninth-largest
   loan) is a 135,556-square-feet (sq. ft.) industrial/office
   center in Richardson, Texas (13 miles south of Dallas). The
   second largest tenant, Paul Reinhart Inc. (occupying 26,060 sq.
   ft.), vacated in July 2003. In addition, another large tenant,
   Emerson Energy (occupying 26,060 sq. ft.), has agreed to extend
   its lease for one year at a reduced rental rate when its
   lease expires December 2003. Consequently, occupancy at the
   property could decline to 40% by year-end 2004 (loan matures in
   2005) from its current occupancy of 59%. The year-end 2002 NCF
   of $1.52 million was based on a 79% occupancy.

-- Galena Office Building ($7.1 million, 6.1%, tenth-largest
   loan), is a 71,753-sq.-ft. class B/C building in Denver,
   Colorado. Several tenants vacated the property this year when
   their lease expired; consequently, occupancy has declined to
   51%. The year-end 2002 NCF of $732,000 was based on a 67%
   occupancy.

Two other loans have shown a decline in performance, but have a
more positive outlook. One is Shaw's Portfolio ($8.43 million,
7.2%, sixth-largest loan), two grocery store-anchored retail
centers consisting of 83,955 sq. ft. in Stratham, N.H. and 71,660
sq. ft. in Milford, Mass, respectively. Although the year-end 2002
NCF of $818,000 declined 18% compared to issuance NCF of $993,000,
the decrease is due to increased expenses to re-lease 8,800 sq.
ft. vacated by CVS Corp. in January 2002. As of November 2003,
4,800 sq. ft. has been re-leased, and the combined occupancy is
now 97%, compared to 99% at issuance.

The other loan is 200 and 220 Centennial Avenue ($8.15 million,
6.9%, seventh-largest loan), two single-story office buildings
with 137,107 sq. ft. in Piscataway, N.J. The year-end 2002 NCF of
$585,000, with 55% occupancy, reveals a 38% decline, compared to
issuance NCF of $943,000, with 99% occupancy. The decline is due
to several tenants vacating when leases expired as well as no
financial reporting for the first quarter of 2002 because of a
borrower change. However, as of November 2003, a recent rent roll
reflects that the property's occupancy has increased to 64%, and
the borrower has enlisted a New York real estate broker to market
available space. Standard & Poor's expects that, given the
property's favorable location and current market conditions, this
property should perform well.

Of the five loans (first, third, fourth, seventh, and eighth loans
totaling $65.89 million, 53% of the loan pool) scheduled to mature
by year-end 2003, four will be modified (using the third optional
extension) to extend maturity until 2004. The fifth loan, Junipero
Serra ($8.0 million, 6.0% of the loan pool and eighth-largest
loan), recently paid off.

Besides the weakened performance of the loans remaining in the
pool, there is an increased percentage of borrower concentration,
with two borrowers comprising 85% of the pool. The second, third,
and fourth loans have an affiliated borrower; the fifth and ninth
loans have an affiliated borrower.

To date, there haven't been any realized losses. The transaction
structure incorporates principal payments to all classes on a pro
data basis. Also, any additional fees are distributed to the OC
class. Principal payments will be allocated in a sequential
structure when the pool pays down to 30% of the original balance
or has five loans remaining.
   
                        RATINGS LOWERED
              Chase Commercial Mortgage Securities Corp.
         Commercial mortgage pass-thru certs series 2000-FL1
   
                    Rating
        Class   To           From   Credit Support (%)
        C       BBB+         A                  28.25
        D       BBB          A-                 25.75
        E       BB           BBB                20.50
        F       BB-          BBB-               18.00
        G       B            BB                 10.25
        H       B-           B                   6.75
   
                        RATINGS AFFIRMED
   
             Chase Commercial Mortgage Securities Corp.
          Commercial mortgage pass-thru certs series 2000-FL1
   
        Class   Rating   Credit Support (%)
        A       AAA                  44.00
        B       AA                   35.50
        

CHESAPEAKE: Fitch Assigns Low-Bs to Note & Share Offerings
----------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to Chesapeake Energy's
proposed $200 million senior note offering and a 'B' rating to
Chesapeake's proposed $150 million convertible preferred stock
offering. Fitch maintains its 'BB+' rating on its senior secured
bank facility. The Rating Outlook for Chesapeake remains Positive.
Chesapeake Energy recently announced that it priced $200 million
of senior notes due 2016 and $150 million of perpetual convertible
preferred stock. The net proceeds from these offerings will be
used to permanently fund its recent acquisition of Laredo Energy,
L.P. Recall that in late October, Chesapeake agreed to acquire
$200 million of south Texas natural gas assets from Houston-based
privately owned Laredo Energy, L.P. and its partners. In this
transaction, Chesapeake acquired approximately 108 billion cubic
feet of natural gas equivalent proved reserves and 30 million
cubic feet of natural gas equivalent of daily production. The
valuation of the proved reserves is about $1.85 per thousand cubic
feet of natural gas equivalent. However, management stated that
$48 million was allocated for 88 bcfe of probable and possible
reserves, which would lower the proved reserve valuation to $1.41
per mcfe. This transaction increases reserves by approximately 4%
to 3.1 trillion cubic feet of natural gas equivalent and daily
production by about 4% to just over 800 mmcfe per day.

Although these assets are in the Lobo Trend of South Texas, the
properties have similar attributes to Chesapeake's existing asset
base in the Mid Continent. The Laredo assets are 100% natural gas,
have low lifting costs and are located in a region with good
infrastructure. Chesapeake believes the deep drilling and tight
sands completion expertise it has developed in the Mid Continent
will transfer nicely to this region which has a similar geological
makeup.

In addition to this transaction, Chesapeake is considering
offering to exchange, in a private placement, up to $500 million
of its existing 8.125% senior notes due 2011 for additional notes
issued from one or more of its existing series maturing after 2011
or the new notes.

Fitch's ratings reflect Chesapeake Energy Corp.'s long-lived,
focused natural gas reserve base, its ability to generate high
margins and its improving credit profile. Chesapeake's proved
reserves, pro forma for the latest property acquisitions are more
than 3.1 trillion cubic feet of tcfe, and provide a reserve life
of greater than 11 years. Approximately 91% of Chesapeake's proved
reserves are natural gas and are primarily located in the very
familiar Mid-Continent region. In addition, margins for production
out of the Mid-Continent region are generally higher than
production from other regions domestically because of greater
price realizations and low lifting costs. Moreover, Fitch expects
Chesapeake to achieve synergies through the previously mentioned
acquisitions, which would allow for further credit improvement.

In the latest 12 months, Chesapeake generated about $940 million
of EBITDA, providing adjusted interest coverage of approximately
6.2 times and adjusted debt-to-EBITDA of 2.4x. Commensurate with
its current rating, Chesapeake's $2.3 billion of debt provides a
debt per mcfe of $0.72, or $4.34 per barrel of oil equivalent.

The Positive Rating Outlook is based on several factors including
the size of Chesapeake's reserve base, its production profile and
external funding strategy. Since 2001, its reserves have increased
nearly 70% and recent daily production of 772 mcfe is up 72% in
that same time period. Additionally, Chesapeake has demonstrated
its willingness to grow its asset base in a conservative fashion.
Similar to this transaction, Chesapeake financed the El Paso,
Vintage and ONEOK property acquisitions with proceeds from $300
million in debt offerings, the issuance of $400 million of common
stock and $200 million of convertible preferred stock. To resolve
the rating outlook, Fitch Ratings would like to see Chesapeake
make further progress at reducing its debt per mcfe level, which
currently stands at $0.72 per mcfe.


CHI-CHI'S INC: Removes Green Onions from Entire Restaurant Chain
----------------------------------------------------------------
Chi-Chi's, Inc., a Mexican restaurant chain headquartered in
Louisville, Kentucky, has decided to voluntarily remove green
onions from every menu item at every location in the Chi-Chi's
restaurant chain.

While there has been no determination of the source of the recent
outbreak of Hepatitis A in the Beaver Valley area, officials with
the public health authorities have indicated that some products or
ingredients are being focused on as a possible source of Hepatitis
A contamination.

"Our decision [Thurs]day reflects the fact that contaminated green
onions are the prime suspect of recent Hepatitis A outbreaks in
various other states. Our primary concern has been and continues
to be to protect the health, safety and well being of our guests,
our employees and the local community," said Bill Zavertnik, Chief
Operating Officer of Chi-Chi's, Inc.

"We have no definitive information that green onions were involved
in this outbreak.  But out of an abundance of caution we have
decided to remove this ingredient from our menu, including its use
as a garnish, in salsa and cooked dishes."

The Company reiterated that no Chi-Chi's location outside of the
Beaver Valley location has been involved in the Hepatitis A
outbreak.

Chi-Chi's has served millions of guests in mid-western and eastern
states since 1976 and is a recognized leader in full service
casual Mexican dining. The chain operates 100 company owned
restaurants in the mid-west and eastern United States.  For more
information, go to http://www.chi-chis.com

Chi-Chi's filed for Chapter 11 protection on October 8, 2003, in
the U.S. Bankruptcy Court for the District of Delaware (Lead
Bankr. Case No. 03-13063).


CONE MILLS: Gets Court Nod to Employ Young Conaway as Co-Counsel
----------------------------------------------------------------
Cone Mills Corporation and its debtor-affiliates sought and
obtained approval from the U.S. Bankruptcy Court for the District
of Delaware to employ Young Conaway Stargatt & Taylor, LLP as
their bankruptcy co-counsel in these chapter 11 cases.

The principal attorneys and paralegals presently designated to
represent the Debtors and their current standard hourly rates are:

          Pauline K. Morgan      $410 per hour
          Joseph M. Barry        $245 per hour
          Sean T. Greecher       $190 per hour
          Stefanie Hubloue       $120 per hour

Young Conaway will:

     a. provide legal advice with respect to the Debtors' powers
        and duties as debtors in possession in the continued
        operation of their business and management of their
        properties;

     b. prepare and pursue confirmation of a plan and approval
        of a disclosure statement;

     c. prepare on behalf of the Debtors necessary applications,
        motions, answers, orders, reports and other legal
        papers;

     d. appear in Court and to protect the interests of the
        Debtors before the Court; and

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

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


CREDIT SUISSE: S&P Assigns Prelim. Ratings to Ser. 2003-C5 Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Credit Suisse First Boston Mortgage Securities Corp.'s
$1.26 billion commercial mortgage pass-through certificates series
2003-C5.     

The preliminary rating is based on information as of
Nov. 13, 2003. Subsequent information may result in the assignment
of final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans. Classes A-1, A-2, A-3,
A-4, B, C, D, and E are currently being offered publicly. Standard
& Poor's analysis determined that, on a weighted average basis,
the pool has a debt service coverage of 1.69x, a beginning loan-
to-value of 83.5%, and an ending LTV of 70.1%.

                PRELIMINARY RATINGS ASSIGNED
        Credit Suisse First Boston Mortgage Securities Corp.
        Commercial mortgage pass-through certs series 2003-C5
        Class                Rating                    Amount
        A-1                  AAA                   58,211,000
        A-2                  AAA                  174,823,000
        A-3                  AAA                   15,604,000
        A-4                  AAA                  370,304,000
        B                    AA                    39,416,000
        C                    AA-                   15,766,000
        D                    A                     31,532,000
        E                    A-                    17,343,000
        A-1-A                AAA                  340,549,000
        F                    BBB+                  17,343,000
        G                    BBB                   14,190,000
        H                    BBB-                  14,189,000
        J                    BB+                    9,460,000
        K                    BB                     6,307,000
        L                    BB-                    6,306,000
        M                    B+                     7,883,000
        N                    B                      1,577,000
        O                    B-                     4,730,000
        P                    N.R.                  15,766,490
        A-X*                 AAA              1,261,299,490**
        A-SP*                AAA              1,149,463,000**
           
        *Interest only class. **Notional amount.


CREST G-STAR: Fitch Affirms Ratings for Series 2001-2 Issues
------------------------------------------------------------
Fitch Ratings affirms all of the rated notes issued by Crest G-
Star 2001-2, Ltd. The affirmation of these notes is a result of
Fitch's annual rating review process. The following rating actions
are effective immediately:

-- $265,310,338 Class A Senior Secured Floating Rate Term Notes
   affirm at 'AAA';

-- $34,000,000 Class B-1 Second Priority Fixed Rate Term Notes
   affirm at 'A-';

-- $15,000,000 Class B-2 Second Priority Floating Rate Term Notes
   affirm at 'A-';

-- $21,000,000 Class C Third Priority Fixed Rate Term Notes affirm
   at 'BB+';

-- $9,311,993 Preferred Shares affirm at 'BB-'.
  
Crest G-Star 2001-2 is a collateralized debt obligation (CDO),
which closed December 18, 2001, supported by a static pool of
asset backed securities (ABS; 1.8%), commercial mortgage-backed
securities (CMBS; 35.5%) and real estate investment trusts (REITs;
62.6%). Fitch has reviewed the credit quality of the individual
assets comprising the portfolio.

According to the September 30, 2003 trustee report the class A
over-collateralization was 131.66%, the class B over-
collateralization was 111.14% and the class C was 104.18%,
relative to test levels of 120.00%, 105.00% and 101.20%,
respectively. The CDO has not experienced any significant credit
migration and minimal change in weighted average rating factor.

The Preferred Shares balance reflects paydowns of $4,688,007,
based on distributions made to date. Additionally, Fitch's rating
on the Preferred Shares addresses the ultimate payment of the
original notional amount.

Based on the stable performance of the underlying collateral and
the over-collateralization tests, Fitch has affirmed all of the
rated liabilities issued by Crest G-Star 2001-2. Fitch will
continue to monitor this transaction.


CWMBS INC: Series 1993-8 Class B4 Notes Rating Affirmed at BB-
--------------------------------------------------------------
Fitch Ratings has taken rating actions on the following CWMBS
(Countrywide Home Loans), Inc. residential mortgage-backed
certificates:

CWMBS (Countrywide Home Loans, Inc.) Mortgage Pass-Through
Certificates, Series 1993-8

        -- Class B2 affirmed at 'A-';

        -- Class B3 affirmed at 'BBB-';

        -- Class B4 affirmed at 'BB-'.

The affirmations on the above classes reflect credit enhancement
consistent with future loss expectations.


CYGNUS INC: Sept. 30 Balance Sheet Insolvency Widens to $64 Mil.
----------------------------------------------------------------
Cygnus, Inc. (OTC Bulletin Board: CYGN) reported total revenues of
$1.1 million for the three months ended September 30, 2003,
compared to $1.6 million for the three months ended September 30,
2002. The Company posted a net loss of $9.1 million, or $0.24 per
share, for the three months ended September 30, 2003, compared to
a net loss of $10.2 million, or $0.27 per share, for the three
months ended September 30, 2002.

"On October 2, 2003 Sankyo Pharma Inc. stated that it was stopping
performance of its contractual obligations related to the
GlucoWatch(R) G2(TM) Biographer. Sankyo also announced that it
would not pay us over $6.0 million in invoices it owes us or honor
the balance of its binding purchase commitment to pay us $28.4
million in cash through March 2004. As a result, Cygnus finds
itself in dire financial condition," stated John C Hodgman,
Chairman, CEO and President of Cygnus. "On October 6, 2003, we
filed a lawsuit complaint against Sankyo Pharma Inc. for breach of
contract and against its Japanese parent company, Sankyo Co.,
Ltd., for intentional interference with contract. On November 6,
2003, Sankyo Pharma filed an answer and cross-claims against
Cygnus for declaratory relief, breach of contract, and defamation.
Cygnus has not yet filed a response to these claims. Cygnus
believes that it has meritorious defenses to the causes of action
asserted against it by Sankyo Pharma and intends to vigorously
defend itself against these claims. This litigation is in its
early stages, however, and is therefore inherently difficult to
assess."

Mr. Hodgman added, "Continuing as a going concern is dependent on
our ability to generate sufficient cash to fund our operations and
meet our debt and other obligations on a timely basis. The refusal
of Sankyo Pharma Inc. to pay us the millions of dollars that it
owes places the future of Cygnus in jeopardy. We believe that
Sankyo Pharma Inc. and Sankyo Co., Ltd. are aware that the
decision to withhold payments owed to Cygnus and otherwise stop
performing under the contracts with Cygnus will substantially
impair Cygnus' operations and could drive Cygnus into bankruptcy.
We are currently pursuing various strategic options, including,
but not limited to, pursuing a new partnership and/or selling some
or all of our assets and intellectual property. If substantial
additional resources are not available, we may need to cease our
operations and/or seek protection under the bankruptcy laws. These
conditions raise substantial doubt about our ability to continue
as a going concern after March 31, 2004."

"The GlucoWatch(R) Biographer line of products pioneered the
concept of continuous glucose monitoring for patient use," Mr.
Hodgman added. "Studies have demonstrated the important value of
more frequent glucose information coupled with alarms, such as we
have in the G2(TM) Biographer, and this has been reinforced by
many calls we receive from people who now are using the G2
Biographer. Sankyo Pharma has stated they have approximately two
years' worth of GlucoWatch G2 Biographer product inventory, so we
anticipate they will continue to serve their customers by making
the product available for an extended period of time."

The Company reported that net product revenues for the three
months ended September 30, 2003 were $1.0 million, compared to
$1.5 million for the three months ended September 30, 2002. Net
product revenues recognized for the three months ended September
30, 2003 resulted from sales by Sankyo Pharma to its third-party
customers of Cygnus' GlucoWatch G2 Biographers in the United
States, which had been deferred in previous periods in accordance
with the Company's revenue recognition policy, as well as from
sales to Sankyo Pharma of practice and sample Biographers. Most of
the product revenues for the three months ended September 30, 2003
related to the sales by Sankyo Pharma recognized net of sales and
marketing commissions. Net product revenues for the three months
ended September 30, 2002 resulted from direct sales by the Company
to end-user customers in the United States and the United Kingdom.

Unit shipments of the GlucoWatch G2 Biographers for the three
months ended September 30, 2003 were 2,346. For the three months
ended September 30, 2003, substantially all of the Biographers
were sample G2 Biographers sold to Sankyo Pharma. During the three
months ended September 30, 2003, the Company shipped approximately
413,000 AutoSensors, substantially all of which were shipped to
Sankyo Pharma. The total invoice amount of Biographer, AutoSensor
and accessory shipments for the three months ended September 30,
2003 was $2.9 million. In accordance with the Company's revenue
recognition policy; however, for the three months ended September
30, 2003, deferred product revenues related to product shipments
were approximately $2.2 million. The amount of deferred product
revenues recognized as revenues is subject to further adjustments
for commissions owed to Sankyo Pharma and other pricing
adjustments.

Costs of product revenues for the three months ended September 30,
2003 were $7.5 million, compared to $1.3 million for the three
months ended September 30, 2002. Costs of product revenues for the
three months ended September 30, 2003 consisted of material,
underabsorbed indirect overhead (including an $831,000 write-off
of prepaid component orders to one of Cygnus' sole-source
component suppliers) and other production costs associated with
the manufacturing of the Company's products and a write-off of
approximately $4.9 million of inventory resulting from Sankyo
Pharma's decision to stop performing under the Sales, Marketing
and Distribution Agreement and related contracts with the Company,
as well as their instructions to the Company to stop product
shipment. Costs of product revenues were also higher for the three
months ended September 30, 2003 because costs were recognized on a
greater number of AutoSensors compared to the equivalent periods
of 2002. As a result of Sankyo Pharma's decision to stop
performing under the Sales, Marketing and Distribution Agreement
and related contracts, the Company has suspended its manufacturing
activities and is not likely to continue to manufacture its
products in the near future.

For the three months ended September 30, 2003, there were deferred
costs of product revenues of approximately $1.2 million related to
product shipped in the quarter, and these costs appear as a
component of "Deferred revenues from Sankyo Pharma net of deferred
costs of product shipments" in the liability section of the
condensed consolidated balance sheet. Costs of product revenues
did not include certain material and other product costs
previously written off as research and development or obsolete
expenses. If material and other product costs previously written
off that were later used in the manufacture of product had been
included, costs of product revenues at current production levels
would have been $130,000 greater than the reported amounts for the
three months ended September 30, 2003, and $834,000 greater than
the reported amounts for the three months ended September 30,
2002. Manufacturing costs included in the cost of each unit are
greater at low unit volumes, such as have occurred during early
commercialization in the United States. Any future adjustments of
"Deferred revenues from Sankyo Pharma net of deferred costs of
product shipments" reflected on the condensed consolidated balance
sheet at September 30, 2003 will depend upon the resolution of
Cygnus' dispute with Sankyo Pharma and its Japanese parent, Sankyo
Co., Ltd.

As of September 30, 2003, total revenues of $17.1 million were
deferred, along with associated costs of $8.1 million. The net
amount of $9.0 million is included on the condensed consolidated
balance sheet as of September 30, 2003, under the caption
"Deferred revenues from Sankyo Pharma net of deferred costs of
product shipments." This balance was $8.2 million as of December
31, 2002.

Research and development expenses for the three months ended
September 30, 2003 were $860,000, compared to $4.5 million for the
three months ended September 30, 2002. Research and development
expenses have decreased as the Company's focus on
commercialization efforts has increased, allowing for less
spending on material costs related to manufacturing scale-up and
process development. In addition, Cygnus' reversed its bonus
accrual for 2003, which had been $358,000 at June 30, 2003. No
bonuses are expected to be paid for 2003. The Company expects
further decreases in research and development expenses in the
future, given the recent reduction in force due to Sankyo Pharma's
decision to stop performing under the Sales, Marketing and
Distribution Agreement and related contracts. Cygnus has suspended
its research and development efforts for future products and is
not likely to continue to develop new products in the new future,
although its third-generation product is currently under review by
the U.S. Food and Drug Administration.

Sales, marketing, general and administrative expenses for the
three months ended September 30, 2003 were $1.3 million, compared
to $5.2 million for the three months ended September 30, 2002.
This decrease was primarily due to the assumption by Sankyo Pharma
of product promotion, education, and training programs for health
care professionals and patients, as required under the Sales,
Marketing and Distribution Agreement between Cygnus and Sankyo
Pharma. In addition, the Company reversed its bonus accrual for
2003, which had been $340,000 at June 30, 2003. No bonuses are
expected to be paid for 2003. Given the ongoing litigation with
Sankyo Pharma and Sankyo Co., Ltd., Cygnus expects an increase in
legal expenses in the future; however, the overall sales,
marketing, general and administrative expenses are expected to
decrease, given the recent reduction in force and other cost-
cutting measures.

Interest and other income (expense), net for the three months
ended September 30, 2003 was $25,000, compared to $68,000 for the
three months ended September 30, 2002. This decrease was primarily
due to the lower yields on a lower average balance invested.

Interest expense for the three months ended September 30, 2003 was
$516,000, compared to $850,000 for the three months ended
September 30, 2002. The decrease is primarily attributable to the
reduction of the interest rates on the Company's convertible
debentures from 8.5% to 3.5%, effective October 1, 2002, based on
the August 21, 2002 amendment to the Convertible Debenture and
Warrant Purchase Agreement.

As of September 30, 2003, Cygnus had cash, cash equivalents and
investments of $9.1 million and total assets of $17.3 million. The
Company had current liabilities of $70.2 million and total
liabilities of $81.5 million. In the current liabilities section
of the Company's balance sheet there are several line items
relating to Sankyo Pharma totaling $45.5 million. In light of the
Company's litigation with Sankyo Pharma and Sankyo Co., Ltd.,
these amounts may be subject to future adjustments.

The current liabilities section of the Company's balance sheet
also includes a line item called "Current portion of arbitration
obligation," totaling $4.0 million. On November 10, 2003, the
Company announced that Sanofi~Synthelabo has agreed to delay this
payment and each future payment for one year periods; thus the
next payment to Sanofi~Synthelabo for $4.0 million is due on
February 28, 2005.

Also in the current liabilities section of the Company's balance
sheet is a line item called "Current portion of convertible
debentures," totaling $18.3 million, $14.4 million of which is due
in June 2004. Under the Company's amended agreement with the
debenture holders, Cygnus may make prepayments that will result in
equal amounts of principal being extended for one year, becoming
due in 2005. For example, if Cygnus were to prepay $7.2 million
prior to June 30, 2004, the remaining $7.2 originally due in 2004
would be delayed until June 2005. The Company is considering
pursuing this prepayment approach.

At September 30, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $64 million.

Cygnus -- http://www.cygn.comand http://www.glucowatch.com--  
founded in 1985 and headquartered in Redwood City, California,
develops, manufactures and commercializes new and improved
glucose-monitoring devices. Cygnus' products are designed to
provide more data to individuals and their physicians and enable
them to make better-informed decisions on how to manage diabetes.
The GlucoWatch(R) Biographer was Cygnus' first approved product.
The device and its second-generation model, the GlucoWatch(R)
G2(TM) Biographer, are the only products approved by the FDA that
provide frequent, automatic and non-invasive measurement of
glucose levels. Cygnus believes its products represent the most
significant commercialized technological advancement in self-
monitoring of glucose levels since the advent of "finger-stick"
blood glucose measurement approximately 20 years ago. The
Biographer is not intended to replace the common "finger-stick"
testing method, but is indicated as an adjunctive device to
supplement blood glucose testing to provide more complete, ongoing
information about glucose levels.


DATA TRANSMISSION: Court Confirms Chapter 11 Prepackaged Plan
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
confirmed Data Transmission Network Corporation and its debtor-
affiliates' Prepackaged Chapter 11 Plan of Reorganization after
finding that the Plan complies with each of the 13 standards
articulated in Section 1129 of the Bankruptcy Code:

      (1) the Plan complies with the Bankruptcy Code;
      (2) the Debtors have complied with the Bankruptcy Code;
      (3) the Plan was proposed in good faith;
      (4) all plan-related cost and expense payments are
          reasonable;
      (5) the Plan identifies the individuals who will serve as
          officers and directors post-emergence;
      (6) there are no rate changes provided for in the Plan for
          which a governmental regulatory commission will have
          jurisdiction;
      (7) creditors receive more under the plan than they would
          in a chapter 7 liquidation;
      (8) all impaired creditors have voted to accept the Plan ,
          or, if they voted to reject, then the Plan complies
          with the absolute priority rule;
      (9) the Plan provides for full payment of Priority Claims;
     (10) at least one non-insider impaired class voted to
          accept the Plan;
     (11) the Plan is feasible and confirmation is unlikely to
          be followed by a liquidation or need for further
          financial reorganization;
     (12) all amounts owed to the Clerk and the U.S. Trustee
          will be paid; and
     (13) the Debtors are not a party to any retiree benefit
          plan.

All executory contracts and unexpired leases are assumed as of the
Effective Date.  

Notwithstanding the substantive consolidation of the Debtors'
Chapter 11 Cases for purposes of the Plan, each of the Debtors
will, as Reorganized Debtors, continue to exist after the
Effective Date as separate corporate entities or limited liability
companies.

Headquartered in Omaha, Nebraska, Data Transmission Network
Corporation, delivers targeted time-sensitive information via a
comprehensive communications system, including: Internet,
Satellite, leased lines and other technologies.  The Company,
together with its debtor-affiliates filed for chapter 11
protection on September 25, 2003 (Bankr. S.D.N.Y. Case No.: 03-
16051). Jeffrey D. Saferstein, Esq., at Paul, Weiss, Rifkind,
Wharton & Garrison LLP represents the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed estimated assets of more than $100
million and debts of over $50 million.


DIAMTERICS MEDICAL: Sept. 30 Balance Sheet Upside-Down by $3.6MM
----------------------------------------------------------------
Diametrics Medical, Inc. (OTCBB:DMED) announced financial results
for the third quarter and nine months ended September 30, 2003.

As previously announced on September 30, 2003, the Company
completed the sale of the assets of its intermittent testing
business effective September 29, 2003. Continuing operations
reflected in the financial results are made up of the Company's
blood and tissue continuous monitoring systems.

Net revenue from continuing operations for the third quarter of
2003 totaled $810,000, compared with revenue of $1,693,000 for the
comparable three-month period last year. The decline in third
quarter revenue from 2002 was primarily the result of the
termination of the Company's exclusive distribution agreement with
Philips Medical Systems on November 1, 2002. The Company's net
loss before discontinued operations was $2,632,000 for the third
quarter, compared to a $1,131,000 net loss for the same period
last year. Included in third quarter 2003 results from continuing
operations were restructuring and other nonrecurring charges of
$651,000.

The discontinued operations of the Company's intermittent testing
business showed a net loss of $950,000 for the quarter, compared
to a net loss of $45,000 for last year's third quarter. The
Company realized a net gain of $1,832,000 from the sale of the
intermittent testing business.

The resulting net loss for the quarter was $1,750,000, or $.06 per
share, compared to a net loss of $1,175,000, or $.04 per share, in
the comparable prior-year quarter.

For the nine months ended September 30, 2003, net revenue from
continuing operations was $2,219,000, compared with $5,905,000 for
the comparable period a year ago. The net loss before discontinued
operations for this year's nine-month period was $5,627,000
compared with a net loss of $3,661,000 for the nine months ended
September 30, 2002. The net loss attributable to common
shareholders for the nine-month period was $6,825,000, or $.25 per
share, after a one-time deemed dividend on the Company's preferred
stock issued in May 2003. The deemed dividend resulted from a
beneficial conversion feature of that offering. The net loss for
the prior year period was $4,365,000, or $.16 per share.

At September 30, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $3.6 million.

"Our third quarter was full of intense activity, culminating in
the sale of our intermittent testing business on September 29,
2003 to International Technidyne Corporation," said David B.
Kaysen, President and CEO of Diametrics Medical. Kaysen went on to
say, "We have significantly streamlined the Company and focused
our business for the future on our TrendCare products for
continuous blood gas monitoring."

Kaysen added, "We are excited about the future for the "new"
Diametrics. We have a solid base of business and a truly unique
product line that has all the necessary approvals worldwide.
Further, we have a team that is totally focused on this business
and the desire and ability to execute our plans."

Diametrics Medical is a leader in critical care technology. The
Company is dedicated to creating solutions that improve the
quality of healthcare delivery through products and services that
provide continuous, accurate and cost-effective blood and tissue
diagnostic information. Primary products include the TrendCare(R)
continuous blood gas monitoring system, including Paratrend(R) and
Neotrend(R) for use with adult, pediatric and neonatal patients;
and the Neurotrend(R) cerebral tissue monitoring system.


DPL CAPITAL: S&P Watches Three Related Transaction Ratings
----------------------------------------------------------  
Standard & Poor's Ratings Services placed its ratings on three
synthetic securities related to DPL Capital Trust II preferred
capital securities on CreditWatch with negative implications.

The CreditWatch actions follow the placement of the preferred
stock rating on DPL Inc. on CreditWatch with negative implications
on Nov. 10, 2003.

These DPL Capital-backed transactions are swap-independent
synthetic transactions that are weak-linked to the underlying
collateral, DPL Capital Trust II preferred capital securities,
which are guaranteed by DPL Inc.

           RATINGS PLACED ON CREDITWATCH NEGATIVE
   
Structured Assets Trust Units Repackagings (SATURNS) DLP Capital
Security Backed Series 2002-3
$54.55 million callable units series 2002-3
   
                             Rating  
          Class          To               From
          A units        BB+/Watch Neg    BB+
          B units        BB+/Watch Neg    BB+
   
SATURNS Trust No. 2002-4
$42.5 million DPL Capital security-backed series 2002-4
   
                             Rating
          Class          To               From
          A units        BB+/Watch Neg    BB+
          B units        BB+/Watch Neg    BB+
   
Structured Asset Trust Unit Repackagings (SATURNS) DLP Capital
Security
Backed Series 2002-7
$25 million DPL Capital security-backed series 2002-7
   
                             Rating
          Class          To               From
          A units        BB+/Watch Neg    BB+
          B units        BB+/Watch Neg    BB+


DLJ COMM'L: Fitch Takes Rating Actions on Ser. 1999-CG1 Notes
-------------------------------------------------------------
Fitch Ratings affirms the following commercial mortgage pass-
through certificates of DLJ Commercial Mortgage Corp's, series
1999-CG1:

The following classes are affirmed by Fitch:

        -- $145.8 million class A-1A at 'AAA';
        -- $686.2 million class A-1B at 'AAA';
        -- Interest-only class S at 'AAA';
        -- $58.9 million class A-2 at 'AA';
        -- $65.1 million class A-3 at 'A';
        -- $18.6 million class A-4 at 'A-';
        -- $46.5 million class B-1 at 'BBB';
        -- $15.5 million class B-2 at 'BBB-';
        -- $37.2 million class B-3 at 'BB+';
        -- $21.7 million class B-4 at 'BB';
        -- $9.3 million class B-5 at 'BB-';
        -- $12.4 million class B-6 at 'B+';
        -- $12.4 million class B-7 at 'B'.

In addition, Fitch places the following class on Rating Watch
Negative:

        -- $12.4 million class B-8 at 'B-'.

The $19.9 million class C is not rated by Fitch Ratings.

The Rating Watch Negative status is attributed to Fitch's concerns
of expected losses on certain specially serviced loans that will
lower credit enhancement levels of the junior classes. Five loans
(3%) are currently in special servicing. The largest specially
serviced loan, Holiday Inn New Orleans Veterans (1.2%), is a
limited-service hotel located in Metaire, Louisiana and is
currently in foreclosure with a receiver in place. The second
largest specially serviced loan is Becker Village Mall (0.9%), a
retail property located in Roanoke Rapids, North Carolina. Kmart
rejected their lease in June 2002 and the space remains vacant. To
date, there have been losses in the transaction totaling $4.9
million.

GEMSA Loan Services, the master servicer, collected year-end 2002
property financial statements for 98% of the pool. Based on year-
end 2002 information, the pool's weighted average debt service
coverage ratio is 1.60 times from 1.41x at issuance. As of the
October 2003 distribution date, the pool's aggregate principal
balance has been reduced by 6.2% to $1.16 billion from $1.24
billion at issuance.

Fitch reviewed the performance and underlying collateral of the
Winston Hotel Portfolio (5.6%), and has lowered its credit
assessment due to its continued decline in performance. The
Winston Hotel Portfolio is secured by mortgages on the fee
interests in 14 limited service hotel properties located in nine
states. The YE 2002 DSCR was 1.42x compared to 2.51x at issuance.
The Fitch stressed DSCR for each loan is calculated using servicer
provided net cash flow less Fitch stressed reserves divided by
Fitch stressed debt service payments based on the current balance
with a Fitch stressed refinance constant.

Fitch Ratings will continue to monitor the transaction as
surveillance is ongoing.


ELCOM INT'L: March 31 Balance Sheet Upside-Down by $2.5 Million
---------------------------------------------------------------
Elcom International, Inc., announced operating results for its
third quarter ended September 30, 2003.

As a result of the sale of certain assets and the assignment of
the Company's United States information technology productsand
services business in March 2002, the operating and balance sheet
information and financial summary table contained herein has been
prepared with all historical results of that IT Products and
services business included in discontinued operations. As a
result, net sales, gross profit, operating profit and net loss
from continuing operations reflect the Company's ongoing U.S. and
U.K. ePurchasing and eMarketplace technology licensing and
consulting businesses.

Net sales for the quarter ended September 30, 2003 were $367,000
compared to $1,155,000 from the same period of 2002, a decrease of
$788,000 or 68%. Professional Services fees in the U.S. and U.K.
decreased by $16,000 and License and associated fees decreased by
$772,000. The reduction in License and associated fees was due
primarily to the Company's receiving substantially larger license
fees in 2002 under its contract with CGEY in the U.K. and the
revenue recognition of the amounts thereof, and to fewer
implementations of PECOS than anticipated for the quarter ended
September 30, 2003, compared to the third quarter of 2002 ($94,000
and $850,000, respectively). License and associated fees include
license fees, annual fees and joining fees. Annual fees, joining
fees and user fees, if not associated directly with Professional
Services, are recorded ratably over twelve months. Professional
Services fees were $106,000, a decrease of $16,000 or 13% from the
$122,000 in the third quarter of last year, due primarily to fewer
implementations of PECOS than anticipated as stated above.

Selling, general and administrative expenses for the quarter ended
September 30, 2003 was $1,610,000 compared to $3,027,000 in the
2002 quarter, a decrease of $1,417,000 or 47%. Throughout 2002 and
the first three quarters of 2003, the Company has continued to
implement cost containment measures designed to align its SG&A
expenses, and disbursements related thereto, with fewer than
anticipated revenues. Those measures included personnel reductions
throughout most areas, which resulted in a decrease in total
personnel and associated expenses in the third quarter of 2003 of
$609,000 from the comparable quarter last year. The Company also
received a state income and franchise tax refund of $284,000,
which was an offset to SG&A for the 2003 quarter.

The Company reported an operating loss from continuing operations
of $1,346,000 for the quarter ended September 30, 2003 compared to
a loss of $2,383,000 reported for the comparable quarter of 2002,
an improvement of $1,037,000 or 44%. The lower operating loss from
continuing operations in the third quarter of 2003 compared to the
2002 quarter was due primarily to reductions in personnel and
associated costs and a state income and franchise tax refund of
$284,000, partially offset by a reduction in gross profit.
Reductions in personnel resulted in a decrease in personnel and
associated expenses in the third quarter of 2003 of $609,000, when
compared to the third quarter of 2002.

The Company's net loss from continuing operations for the quarter
ended September 30, 2003 was $1,278,000, an improvement of
$245,000 or 16% from the comparable quarterly loss in 2002 of
$1,523,000. The improvement was due primarily to reductions of
personnel and associated expenses, and a state tax refund of
$284,000, partially offset by lower gross profit. Basic and fully
diluted net loss from continuing operations per share for the
third quarter of 2003 was $0.04, compared with a basic net loss
from continuing operations per share of $0.05 in the comparable
third quarter of 2002.

The net loss from discontinued operations in the quarter ended
September 30, 2003 was $197,000 compared to net income from
discontinued operations in the quarter ended September 30, 2002 of
$87,000. The third quarter loss is related to a leased facility
that had been subleased. The sub-tenant filed for bankruptcy
during the second quarter and the Company was forced to incur the
expense and payments for the sub-tenant's lease payments. This
lease and associated costs will terminate on December 31, 2003.

Net sales from continuing operations for the nine months ended
September 30, 2003 were $1,567,000 compared to $3,088,000 in the
nine months of 2002, a decrease of $1,521,000 or 49%. Professional
Services fees in the U.S. and U.K. decreased by $143,000 while
License and associated fees decreased by $1,378,000. The reduction
in License and associated fees was due primarily to the Company's
receiving substantially larger license fees in 2002 under the
Company's contract with CGEY in the U.K. and the revenue
recognition of the amounts thereof, and to fewer implementations
of PECOS than anticipated for the nine months ended September 30,
2003, compared to the nine months ended September 30, 2002
($406,000 and $1,557,000, respectively). Professional Services
fees for the nine months ended September 30, 2003 were $525,000
compared to $668,000 in the comparable nine months last year, a
decrease of $143,000 or 21%, due primarily to fewer
implementations of PECOS than anticipated as stated above.

Selling, general and administrative expenses for the nine month
period ended September 30, 2003 decreased to $6,417,000 from
$10,174,000 in the 2002 period, a reduction of $3,757,000 or 37%.
Throughout 2003, the Company has continued to implement cost
containment measures designed to align its SG&A costs with lower
than anticipated revenues. Those measures included personnel
reductions throughout most areas. Reductions in personnel resulted
in a decrease in total personnel and associated expenses for the
nine months ended September 30, 2003 of $2,747,000 compared to the
same nine month period last year. Additionally, the Company
reversed a tax accrual of $506,000 during the nine months ended
September 30, 2003 as payment was no longer considered probable.
During the nine months ended September 30, 2003, depreciation
expense was $1,000,000 lower and the Company received a state
income and franchise tax refund of $284,000, which was an offset
to SG&A.

The Company reported an operating loss from continuing operations
of $5,409,000 for the nine months ended September 30, 2003
compared to $9,116,000 reported for the comparable quarter of
2002, an improvement of $3,707000 or 41%. The lower operating loss
from continuing operations in the third quarter of 2003 was due
primarily to reduction in personnel and associated costs of
$2,747,000, a state income and franchise tax refund of $284,000
and a reduction in depreciation expense of approximately
$1,000,000, partially offset by a reduction in gross profit.

The Company generated a net loss from continuing operations for
the nine month period ended September 30, 2003 of $4.9 million,
versus a net loss of $8.3 million, an improvement of $3.4 million
or 41% from the comparable period of 2002, as a result of the
factors described herein. Basic net loss from continuing
operations per share for the nine month period of 2003 were $0.16,
compared with a basic and fully diluted net loss from continuing
operations per share of $0.27 in the comparable nine month period.

Net income from discontinued operations for the nine month period
ended September 30, 2003 was $110,000 compared to a net loss from
discontinued operations for the nine month period ended
September 30, 2002 of $1,420,000.

Cash and cash equivalents as of September 30, 2003 were
approximately $123,000. Although the Company recorded a net loss
from total operations of $4,800,000 for the nine month period
ended September 30, 2003, cash and cash equivalents decreased by
only $2,179,000 between December 31, 2002 and September 30, 2003.
The principal differences between the net loss and the decrease in
cash and cash equivalents during the period included cash
generated via the Company's issuance of its Senior Convertible
Debentures in the gross amount of $949,000 (netting $702,000 in
cash proceeds to the Company) and the advance of a license fee
(accounted for as a loan) of $983,000 and the recording of non-
cash expenses of $783,000, offset by a capital expenditure of
$177,000 for software and payment on capital leases of $268,000.

On April 25, 2003, the Company closed a private placement to
accredited investors of ten-year 10% Senior Convertible
Debentures, generating gross proceeds of $949,000 and net cash to
the Company of $702,000. Robert J. Crowell, the Chairman and CEO
invested $300,000, John E. Halnen, the President and COO invested
$60,000, William W. Smith, the Company's Vice Chairman and
Director invested $300,000, Andres Escallon, the Chief Technology
Officer invested $50,000. Robert J. Crowell invested $300,000 in
the Debentures and John E. Halnen invested $60,000 in the
Debentures. Of these amounts, the Company paid Robert J. Crowell
$187,000 and John E. Halnen $60,000 in repayment of a portion of
their salaries which they had voluntarily suspended during 2002 in
order to assist the Company in its efforts to retain cash. Robert
J. Crowell and John E. Halnen immediately reinvested these
proceeds into their purchase of the Debentures. In addition, Smith
& Williamson LLC (U.K.) and other Elcom stockholders in the U.K.
invested $239,000. Inside Investors are considered related parties
and invested a total of $710,000 in the Company via purchases of
Debentures.

               Subsequent Events Affecting Liquidity

On October 16, 2003, the Company announced that it had effected a
Second Closing of its Private Placement of Debentures (the "Second
Closing") with Robert J. Crowell, William W. Smith, one other
outside investor, and Smith & Williamson LLC (U.K.), investing
$150,000, $50,000, $15,000 and $100,000, respectively. Having
invested a total of $200,000 in this closing, in the aggregate,
Inside Investors have invested $910,000 in the Debentures.

On October 31, 2003, the Company received an unanticipated payment
of 466,981 pounds sterling ($793,000) representing license fees in
arrears, due to the termination of a license originally signed in
September 1998, by a U.K.-based licensee. This amount will be
recorded as license revenue in the quarter ending December 31,
2003.

The Second Closing, combined with anticipated revenues and other
monies received as described herein, is expected to fund the
Company's operations through the end of the first quarter of 2004.
Prior to that time, the Company intends to raise additional
funding sufficient to support the Company's future operations.

The Company's cash balance as of October 31, 2003 was $1,270,000.

At March 31, 2003, the Company's balance sheet shows a working
capital deficit of about $3.3 million, and a total shareholders'
equity deficit of about $2.5 million.

Robert J. Crowell, the Company's Chairman and CEO, stated, "Our
quarterly earnings were in line with our current expectations and
do not reflect the significant increase in current and forecasted
activity under our contract with CGEY relating to the Scottish
Executive -- http://www.scotland.gov.uk. Although there is a lag  
between activity and revenues for Elcom, we believe we will see a
flurry of activity and announcements in Q4 2003 and Q1 2004, and
beyond."

Mr. Crowell continued, "We are also pleased by the second closing
of the Company's debentures and monies recently received which has
significantly increased our cash reserves. We expect our working
capital to be sufficient to fund operations through the end of the
first quarter during which time we intend to solicit 'permanent'
funding for the Company. There are multiple potential licenses in
progress and we believe 2004 will represent, after approximately
two years, the beginning of a growth curve for the Company which
will reflect the acceptance of our PECOS technology and a steadily
recovering economy. We believe, given all these factors, combined
with the Company's cost containment measures implemented over the
last year and a half or so, will combine to produce profitability
in late 2004." About Elcom International, Inc. Elcom
International, Inc. (OTC Bulletin Board: ELCO) is a leading
international provider of remotely-hosted eProcurement and private
eMarketplace solutions. Elcom's innovative remotely-hosted
technology establishes the next standard of value and enables
enterprises of all sizes to realize the many benefits of
eProcurement without the burden of significant infrastructure
investment and ongoing content and system management. PECOS
Internet Procurement Manager, elcom, inc.'s remotely-hosted
eProcurement and eMarketplace enabling platform was the first
"live" remotely-hosted eProcurement system in the world.
Additional information can be found at
http://www.elcominternational.com  


ENCOMPASS: Asks Court to Clarify Omni Mechanical Sale Dispute
-------------------------------------------------------------
Omni Mechanical Company was one of the operations the Encompass
Services Corporation Debtors sold in 2002.  The Debtors obtained
Judge Greendyke's authority to sell the Omni assets to Crawford-
Beeson Companies, Inc., which sale transaction closed on
December 31, 2002.

Omni was an Oklahoma Corporation based in Tulsa, focused on
providing mechanical contracting services.  It had no employees.  
An Encompass sister company, Encompass Ind/Mech of Texas Inc.,
provided its labor force.  This arrangement was similar to that
of numerous other employee leasing companies.  Under this scheme,
the employees are hired by the employee leasing company, which in
turn, leases those employees to the company for which the
employees provide labor.  This arrangement relieves the lessee
company of many legally and administratively burdensome employee-
related obligations that it would otherwise assume.  Virtually
all payroll and human resources functions are the responsibility
of the employee leasing company.  The primary difference with
respect to Omni's leasing of employees was that the lessor,
Encompass Ind/Mech, was not an independent third party, but an
affiliated sister company.

Omni did not pay Encompass Ind/Mech in the traditional sense for
use of its employees.  Instead, intercompany liabilities between
Omni, Encompass Ind/Mech, and other Encompass sister companies
were adjusted to account for the payments.  Part of Omni's
payment for the employees was a reduction in the amount Encompass
Ind/Mech owed Omni on a $10,000,000 note.

                  Crawford-Beeson Purchases Omni  

Shortly after the Petition Date, Jeffrey B. Price, Esq., at
McClain, Leppert & Maney, PC, in Houston, Texas, recounts that
the Debtors, Crawford-Beeson, and Omni began negotiations for the
Omni sale.  In conducting its due diligence analysis on the
proposed transaction, Crawford-Beeson obtained and analyzed
Omni's financial statements, which revealed numerous intricate
and complicated intercompany liability accounts between Omni and
several Encompass sister companies, including Encompass Ind/Mech.

Some of these intercompany liabilities were related to Omni's
compensation to Encompass Ind/Mech for the use of Encompass
Ind/Mech's employees.  Other intercompany liabilities included
amounts due to Omni, like the amounts owed under the Encompass
Ind/Mech Note.  The intercompany account involved several million
dollars of liabilities.  Crawford-Beeson notified Omni that it
did not intend to assume these various intercompany liabilities.  
Accordingly, the Parties agreed that all intercompany liabilities
would be excluded from the transaction.

The Asset Purchase Agreement that governs the Omni Sale was the
same form of agreement that the Encompass Debtors were using in
numerous other asset sales effected during the pendency of the
main bankruptcy case.  To reflect the Parties' agreement
regarding the omission of intercompany liabilities, Crawford-
Beeson wanted to change and clarify relevant provisions of the
Purchase Agreement.  However, the Debtors resisted these
requests, insisting that the transaction had to be effected
through the standard form of Purchase Agreement.

Mr. Price notes that the Debtors acknowledged that they had
agreed to eliminate the assumption of intercompany liabilities
from the economic deal between the Parties.  To manifest this
agreement, Omni acceded to a provision of the Purchase Agreement
in which intercompany liabilities were excluded.

The Debtors were concerned about the effect of this exclusion on
the December 2002 Encompass Ind/Mech payroll expenses incurred on
account of Encompass Ind/Mech employees working on Omni projects.
Crawford-Beeson accounted for this expense in calculating the
offer that it submitted.  Crawford-Beeson specifically notified
the Debtors of this fact at the time the offer was submitted and
clearly stated that the offer was contingent on the fact that
Crawford-Beeson would not be responsible for any Omni debt to
Encompass Ind/Mech or any other Encompass entity, including the
Omni debt to Encompass Ind/Mech.  The Debtors understood this and
instructed Crawford-Beeson to note the exclusion in the Purchase
Agreement's Schedules of Assumed Liabilities.

                        The Reconciliation

While the Parties relied on the November 30, 2002 financial
statements in determining their responsibilities with respect to
the Omni Sale, Omni continued to operate during the month of
December 2002.  A certain provision, Article 1.7, was included in
the Purchase Agreement to account for Omni cash flows, which
occurred after November 30, 2002.  Article 1.7 requires the
seller to provide the buyer with a reconciliation schedule within
30 days after the Omni Sale was closed, so that final adjustments
to the sales price can be made and refund or additional premium
could be paid.

The reconciliation schedule was due to Crawford-Beeson by
January 30, 2003, but was not received by that time.  Crawford-
Beeson subsequently requested the reconciliation schedule several
times through April and May 2003, but it was not provided until
June 23, 2003.  

As expected, the reconciliation schedule revealed that in the
course of its business operations after November 30, 2002, Omni
received income and paid expenses related to those operations.
Many of the paid expenses were related to liabilities that
Crawford-Beeson was to assume under the Purchase Agreement.  
However, the nature of many of Omni's listed payments was not
expected.  Initially, the Parties disputed a number of items in
the reconciliation.  All but one has been resolved.

The parties disagree on the proper treatment of liabilities
related to Omni's use of Encompass Ind/Mech employees.  Crawford-
Beeson contends that this is an intercompany liability for which
it is not responsible and that as a result, it is owed $135,349
under a proper reconciliation.  The Debtors, on the other hand,
contend that the payment of the intercompany liability is proper
and that it is owed an additional $147,472 based on the
reconciliation performed pursuant to Article 1.7.  

By this motion, Crawford-Beeson seeks the Court's intervention to
resolve the ambiguity and clarify the terms of the Purchase
Agreement.

           Intercompany Liability Should Be Eliminated   

Under the Purchase Agreement, the Parties agreed to eliminate all
accountings for intercompany liabilities from the Omni Sale.  
However, the Debtors are attempting to selectively revive a
single Omni intercompany liability by paying it and seeking
reimbursement for it under Article 1.7 of the Purchase Agreement.  

Mr. Price points out that Article 1.7 of the Purchase Agreement
provides for Crawford-Beeson to reimburse Omni for payments made
"on behalf of" or "for the benefit of" Crawford-Beeson.  Yet, the
Purchase Agreement does not specify what payments are considered
"on behalf of" or "for the benefit of" Crawford-Beeson.  These
phrases, Mr. Price says, cannot be interpreted absent an analysis
of the intent of the Parties.  The Contract provisions clearly
indicate that the Parties never intended for this debt to
Encompass Ind/Mech, or any other intercompany liability, to be
addressed in the reconciliation of the Omni Sale.

The Debtors claim that Article 1.7 is the only contractual
provision of the Purchase Agreement relevant to the dispute.  But
Mr. Price argues that under Oklahoma Law, the intent of
contracting parties under the contract "is to be determined from
their entire agreement construed as a whole and not from any
single clause or provision."  The Purchase Agreement, when viewed
as a whole, clearly shows the Parties' intent to exclude
intercompany liabilities from the Omni Sale.

The Debtors' payment to Encompass Ind/Mech is a payment of an
intercompany liability, which the Parties agreed and specifically
stated, would not be assumed by Crawford-Beeson.  The Debtors are
now attempting to foist this liability on Crawford-Beeson by
taking advantage of vague language in the reconciliation
provision of the Purchase Agreement.  The Omni Sale closed on
December 31, 2002.  Thus, the Omni debt to Encompass Ind/Mech is
a pre-sale liability.  As an intercompany liability existing at
the time of the Omni Sale, this debt was excluded from the
transaction and Crawford-Beeson was never liable for it.  Mr.
Price contends that the Debtors' transparent attempt to reinstate
the debt by adding it to the reconciliation schedule should be
rejected.

Under the Debtors' strained construction of the Purchase
Agreement, the Debtors could have paid any intercompany liability
they chose and then demanded reimbursement from Crawford-Beeson
under the rubric of "reconciliation."  This defies common sense
and the spirit and intent of the Purchase Agreement, particularly
in light of the fact that Crawford-Beeson notified the Debtors
that the Omni offer price of $2,181,219 included a premium to
ensure that funds would be available to cover the same liability
that Omni now asserts is owed by Crawford-Beeson.

          December 2002 Omni Liability Was Already Paid

The Parties' actions with respect to the Omni Sale are also
important in resolving of the ambiguity in the Purchase
Agreement.  The Parties' actions clearly demonstrate that the
Parties never intended the amount Omni owed to Encompass Ind/Mech
to be assumed by Crawford-Beeson or considered in the post-sale
reconciliation.

During the negotiation of the Omni Sale, several representatives
of Crawford-Beeson, including its President, Accountant and
Counsel, conferred with Scott Clingan and the Debtors' other
representatives regarding the issue of the intercompany liability
Omni owed to Encompass Ind/Mech.  During these negotiations, the
Parties realized that the ever-changing account balances for the
intercompany liabilities between Omni and its sister companies
made it extremely difficult, if not impossible, to conduct
adequate due diligence and consummate the Omni Sale before
Encompass' self-imposed December 31, 2002 deadline.  To remedy
this problem and accommodate the Debtors' desire to quickly close
the sale, the Parties agreed to exclude all of the intercompany
liabilities from the Omni Sale.

In the course of the conversations between Crawford-Beeson's
representatives and the Debtors' representatives, the Debtors
contended that Crawford-Beeson should be responsible for the
December 2002 Omni liability to Encompass Ind/Mech.  Realizing
that the Purchase Agreement specifically relieved Crawford-Beeson
of this obligation, the Parties established another means to
compensate the Debtors for this payment -- the Parties agreed
that the Encompass Ind/Mech liability would be accounted for in
the purchase price for the Omni Sale.

Now, the Debtors are attempting to extort compensation for this
intercompany liability again.  Mr. Price tells the Court that
Crawford-Beeson should not be required to pay the same liability
twice.  The Debtors agreed that the Omni Sale did not include the
assumption of intercompany liabilities involving Encompass
Ind/Mech or any other Encompass entity and that the proposed
purchase price for the transaction adequately addressed the
Debtors' concerns regarding the Omni liability to Encompass
Ind/Mech.  Crawford-Beeson relied on these representations in
submitting its $2,181,219 offer and in closing on the Omni Sale
at that price.

These acts not only show the intent of the parties with respect
to the intercompany liabilities that are the subject of the
dispute, but also reveal the Debtors' inequitable conduct in
attempting to recover these amounts from Crawford-Beeson.
Accordingly, the Debtors are precluded from recovering the amount
in dispute by the equitable doctrines of estoppel and unjust
enrichment.

                        Article 7 Dispute

Mr. Price relates that the Parties also disagree on the proper
interpretation of Article 7 of the Purchase Agreement.  The
Article provides for Crawford-Beeson's employment of "the
Seller's" employees and the assumption of certain of "the
Seller's" employee-related liabilities.  The Seller under the
Purchase Agreement is Omni.  During the Omni Sale negotiations,
Crawford-Beeson requested that Article 7 be deleted from the
Purchase Agreement, since Omni had no employees, and thus there
were no Omni employee-related liabilities to assume.  Omni
refused to change this provision, stating that the general form
of Purchase Agreement was essentially unalterable.  Now, the
Debtors contend that Article 7 somehow transfers Encompass
Ind/Mech's employee-related obligations to Omni.  No assumption
of liability is contemplated by the Purchase Agreement, nor was
it ever discussed by the Parties.

After the Omni Sale closed, Crawford-Beeson, which took over
Omni's projects, hired some of the Encompass Ind/Mech employees.  
While at Encompass Ind/Mech, some of these employees had employee
benefit packages that included severance.  The Debtors refused to
pay these obligations, and now contend that Crawford-Beeson
assumed the obligations via Article 7 of the Purchase Agreement
and that Encompass Ind/Mech or Encompass owe nothing to the
employees.  Since Omni had no employees, Mr. Price maintains that
Crawford-Beeson did not assume any employee-related obligations
under Article 7 of the Purchase Agreement, and the employee-
related obligations remained with Encompass Ind/Mech after the
Omni Sale.

                    Disbursing Agent Responds

Tony L. Visage, Esq., at Bracewell & Patterson, LLP, in Houston,
Texas, argues that the Debtors and Omni paid for the work force
that provided services and labor to Omni.  Omni, and ultimately
Crawford-Beeson, enjoyed the benefit of the actual cash payments
made to the members of that work force.

Mr. Visage admits that the Debtors relied on Omni's November 30,
2003 financial statements for certain components of the
transaction.  However, it is not true that Article 1.7 of the
Purchase Agreement was to account for only Omni cash flows, which
occurred after November 30, 2002.  Rather, Article 1.7 was to
account for the cash disbursements funded by Omni or any of the
Debtors or their affiliates for Omni's benefit.

Crawford-Beeson mischaracterizes the dispute and unnecessarily
seeks a clarification from the Court on an unambiguous covenant
in the Purchase Agreement.  It is clear from the Purchase
Agreement that Crawford-Beeson did not assume all intercompany
liabilities.  But then, Mr. Visage points out that Crawford-
Beeson, under Article 1.7 of the Purchase Agreement, specifically
and unambiguously agreed to remit the amount by which cash
disbursements made by Omni or any of the Debtors or their
affiliates for Omni's benefit, exceeded cash deposits made for
the period November 30, 2002 to December 31, 2002.

It is undisputed that the cash disbursements actually made by the
Debtors to fund the services and labor provided by the Debtors'
employees for Omni's benefit during the one-month period was
$147,472.  Oklahoma law is clear that the mere fact that the
parties to a contract disagree or press for a different
construction of an agreement does not make the agreement
ambiguous.

The language of Article 1.7 of the Purchase Agreement does not
require an "analysis of the intent of the parties."  Oklahoma law
is clear that if a contract is complete in itself, and when
viewed as a totality, is unambiguous, its language is the only
legitimate evidence of what the parties intended.  Furthermore,
the Purchase Agreement states that it is the "entire agreement
and understanding between [the parties] and supersede[s] any
prior agreement and understanding. . . ."

Encompass Disbursing Agent, Todd Matherne, agrees that Crawford-
Beeson was not to assume liability for all time the intercompany
liabilities.  To the extent a promissory note existed as an
intercompany liability or an account payable existed as an
intercompany liability, the Disbursing Agent and the Debtors do
not contend that Crawford-Beeson is generally responsible for the
liabilities.  However, regardless of its origin, if a cash
disbursement was made by the Debtors for Omni's benefit during
the One-Month Period, Crawford-Beeson is responsible for that
cash disbursement.

Crawford-Beeson's logic, Mr. Visage continues, is flawed.  While
the Parties agreed that Crawford-Beeson was not to assume
intercompany liabilities, the Parties also agreed that
Crawford-Beeson would reimburse the Debtors for cash
disbursements made by the Debtors for Omni's benefit during the
One-Month Period.  Clearly, the funding of payroll, in the
ordinary course of business, for services and labor provided to
Omni, was done for Omni's benefit.

The "equitable doctrines of estoppel and unjust enrichment"
preclude Crawford-Beeson from unjustly benefiting from the cash
disbursement made by the Debtors.  According to Oklahoma law, a
necessary component to establish a cause of action for promissory
estoppel is a "clear and unambiguous promise."  The Disbursing
Agent asserts that the promises made in the Purchase Agreement
were clear and unambiguous.  Crawford-Beeson argued that
ambiguities abound, yet it seeks equitable relief under the
theory of promissory estoppel.  It cannot have it both ways.

                 Debtors Are Entitled to Payment

Mr. Visage tells the Court that the Debtors are entitled to
immediate payment under the terms of the Purchase Agreement.  The
Debtors made a demand on Crawford-Beeson for $239,087, but
Crawford-Beeson refused to comply with this demand.  It is
undisputed that the cash disbursements actually made by the
Debtors, during the period to:

   (i) fund the services and labor provided by the Debtors'
       employees for Omni's benefit was $147,472;

  (ii) pay the insurance benefits for the employees was $49,769;
       and

(iii) pay the 401(k) contributions for the employees was
       $41,846.

The Parties' unambiguous intent under the Purchase Agreement was
for Article 1.7 to provide a cash "true-up" mechanism for the
One-Month Period for the mutual benefit of the parties.
Crawford-Beeson, therefore, owes the Debtors $239,087.

The Disbursing Agent now asks the Court to deny Crawford-Beeson's
request and order Crawford-Beeson to turn over $239,087, as well
as pay the Disbursing Agent's reasonable legal costs incurred in
connection with these requests. (Encompass Bankruptcy News, Issue
No. 21; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON CORP: Inks Stipulation Abandoning Surplus Collateral to GE
----------------------------------------------------------------
Enron Corporation and General Electric Capital Corporation are
parties to two Stipulations:

   -- dated January 18, 2002 that provides adequate protection
      payments to GE Capital; and

   -- dated January 16, 2003 that determines GE Capital's
      secured and unsecured claims in respect of certain
      property located at Enron Center South, provides for
      payment and satisfaction of claims and provides additional
      adequate protection.

Pursuant to the January 16 Stipulation, GE Capital was paid
$5,653,663 for its secured claim with respect to the GE
Collateral identified in Schedules 2 and 3 and the monthly
adequate protection payments of those collateral ended.  The
monthly adequate protection payment under Schedule 1 continued.

On June 27, 2003, Enron sought to sell certain of the Schedule 1
Collateral free and clear of the GE Capital liens or
alternatively, to abandon the Surplus Collateral.  GE Capital
objected to Enron's request.

To settle their dispute, Enron and GE Capital stipulate that:

A. Enron will not sell the Surplus Collateral and will withdraw
   that portion of the Surplus Collateral Motion seeking
   authority to sell the Surplus Collateral.  The Surplus
   Collateral is abandoned pursuant to Section 554(a) of the
   Bankruptcy Code to GE Capital.  GE Capital will remain
   subject to the provisions of the Stipulation it entered into
   with the Texas Taxing Authorities;

B. The automatic stay pursuant to Section 362(a) with respect to
   the Surplus Collateral is terminated and annulled as to GE
   Capital and the Texas Taxing Authorities;

C. Beginning August 1, 2003, the monthly adequate protection
   payment for the Schedule 1 Collateral that Enron is retaining
   will be reduced from $81,667 to $60,000 on an interim basis,
   until either the parties agree on what the final monthly
   adequate protection payment should be with the consent of the
   Creditors' Committee or the Court determines the amount.  If
   the Final Payment Amount is greater than the Interim Payment
   Amount, Enron will pay the difference from August 1, 2003 to
   GE Capital.  If the Final Payment Amount is less than the
   Interim Payment Amount, Enron will take a credit for the
   difference from August 1, 2003 against future payments to GE
   Capital until the difference is reduced to zero; provided
   that if future payments owing to GE Capital are insufficient
   to offset the difference, GE Capital will promptly refund the
   overpayment to Enron;

C. On account of the period August 16, 2003 through August 31,
   2003, GE Capital will be responsible for one-half of rent and
   other fees and related charges for the month of August 2003.
   Enron will pay the August Rent in its entirety to Navigation
   Realty Co., the landlord under the Lease, and offset one-half
   thereof against the adequate protection payment due to GE
   Capital for August 2003.  For the month of September 2003,
   GE Capital will be responsible for the License Fee.  Enron
   will pay the License Fee to Navigation and offset the amount
   against the adequate protection payment due to GE Capital for
   September 2003;

D. The Surplus Collateral located on unused floors of Enron
   Center North may remain at its present location through
   December 31, 2003 without any liability to GE Capital or the
   Surplus Collateral for rent or storage costs with respect to
   the Surplus Collateral; and

E. Enron will not cancel the existing insurance coverage for the
   Surplus Collateral until August 31, 2003. (Enron Bankruptcy
   News, Issue No. 86; Bankruptcy Creditors' Service, Inc.,
   215/945-7000)


FEDERAL-MOGUL: Seeking to Sell Brighton Property for $4 Million
---------------------------------------------------------------
The Federal-Mogul Corporation Debtors want to sell a real property
located at 145 North Beacon Street in Brighton, Massachusetts.

Debtor Federal-Mogul Friction Products Company no longer uses the
Brighton Property as a manufacturing facility and the Brighton
Property has substantial exposure to future clean-up costs.  The
facility contains certain asbestos and other environmental
contamination that is currently in the process of being cleaned
up pursuant to a postpetition contract with Environmental
Strategies Corp.

The Debtors want to sell the Brighton Property to 145 North
Beacon Street LLC for $4,000,000, free and clear of all liens,
claims and encumbrances, pursuant to a purchase and sale
agreement.  Among the nine bids obtained, Beacon LLC's bid was
the highest bid that included the assumption of clean-up costs.

The Purchase Agreement provides that Beacon LLC will purchase the  
Brighton Property for $4,000,000 in cash and assume the entire
amount of the clean-up costs.  Beacon LLC will also provide the
Debtors with an irrevocable standby letter of credit for
$1,800,000, as security to its obligation to complete the clean-
up.  Beacon LLC will also maintain a policy of environmental
liability insurance that names the Debtors as insured.  Beacon
LLC will reimburse the Debtors for any clean-up costs they
incurred through the closing of the sale, up to a maximum of
$60,000.

Beacon LLC has already paid the Debtors two deposits totaling
$250,000 in cash.  After the sale, the Debtors will receive an
additional $3,750,000 in cash and be released from the associated
clean-up costs.

The Debtors and Beacon LLC agree that the Closing Date will be
"the earlier of December 2, 2003 or 11 days after the entry of
the Bankruptcy Court order approving the sale".  The parties,
however, may extend the Closing Date by mutual agreement but not
to exceed 15 calendar days.

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young &
Jones, P.C., in Wilmington, Delaware, assures the Court that the
sale is the product of arm's-length, good faith negotiations
between parties who are unaffiliated.

To maximize the value of the Brighton Property, the Debtors will
continue to accept competing offers for the Brighton Property
before November 20, 2003, the hearing date of the sale.  Any
bidder, however, must file and serve notice of its propose
overbid at least three days advance notice before the November 20
Hearing.

According to Mr. O'Neill, pursuant to the Purchase Agreement, any
first overbid will be in an increment of at least $200,000.  
Further overbids will be in increments of at least $50,000.  In
addition, the Purchase Agreement provides that the terms of any
overbid will be at least as favorable to the Debtors as those
offered by Beacon LLC.  When evaluating any additional bids
received before the November 20 Hearing, and comparing them to
the terms of the Beacon LLC Agreement, Mr. O'Neill relates that
the Debtors will consider, inter alia, the closing date of the
alternative bids, and evidence of the bidder's financial ability
to consummate the transaction, including the amount of the cash
deposit, if any, that the alternative bidder provides at or
before the November 20 Hearing.

In the event that there is a successful overbid, Beacon LLC will
have an allowed administrative expense claim against the Debtors'
estates for the greater of:

   (a) its Court-approved documented expenses in connection with
       the Purchase Agreement; or

   (b) $100,000.

The Break-up Fee is payable from the proceeds of the successful
sale to a different buyer immediately after the Closing.

Mr. O'Neill explains that the Break-up Fee was actually necessary
to induce Beacon LLC to enter into the Agreement.  In reliance on
the right to receive the Break-up Fee, Beacon LLC performed
substantial due diligence for more than one year, and during that
due diligence, further refined the extent of the necessary clean-
up.  The availability of Break-up Fee also induced Beacon LLC to
perform research and due diligence, which ultimately benefits all
interested parties.

                 Crystal and Guest Street Object

Crystal Transport, Inc. leases and Guest Street LLC owns a real
property located at 77A Guest Street in Boston, Massachusetts.  
The Guest Street Property is down gradient and abutting to the
145 North Beacon Property.  Crystal and Guest Street inform the
Court that the Guest Street property has been and continues to be
contaminated by the ongoing postpetition migration of various
contaminants from the 145 North Beacon Property onto the Guest
Street Property.

Crystal and Guest Street propose that, if the Court approves the
sale of the 145 North Beacon Property, the Debtors should be
required to place $355,000 in escrow from the sale proceeds to
pay Crystal and Guest Street's administrative expense claim.  The
Claim will serve as reimbursement of Crystal and Guest Street's
cost of cleaning up the Debtors' postpetition contamination of
the Guest Street property. (Federal-Mogul Bankruptcy News, Issue
No. 46; Bankruptcy Creditors' Service, Inc., 215/945-7000)


GAP INC: Hires Susan Burnett to New Talent Development Role
-----------------------------------------------------------
Gap Inc. (NYSE: GPS) announced that Susan L. Burnett will join the
company in a newly created position as Senior Vice President,
Talent Attraction and Development.

Ms. Burnett will lead the strategic planning and execution of all
staffing, learning and organization development activities
companywide, and will report to Eva Sage-Gavin, Executive Vice
President, Human Resources.

Ms. Burnett joins Gap Inc. after 22 years with Hewlett-Packard,
where she served in various capacities including Vice President,
Workforce Development and Organization Effectiveness; and Chief
Learning Officer. Her global duties at HP included the development
of that company's workforce development, organization
effectiveness, performance management and employee feedback
systems.

"This move underscores our commitment to developing and attracting
world-class talent and investing in our talent to fuel Gap Inc.'s
strategic growth," said Ms. Sage-Gavin. "With this new role, and
Susan's appointment, we're underscoring our strong belief that our
people are critical to our business success and achieving our
long-term goals."

Gap Inc. has a global workforce of approximately 165,000
employees. The company operates more than 3,000 store locations in
the United States, United Kingdom, Canada, Germany, France and
Japan, and has supply chain and compliance staff worldwide.

Ms. Burnett holds a bachelor's degree in English and Education
from Simmons College in Boston and a master's degree in Education
and Instructional Technology from Columbia University in New York.

Gap Inc. (Fitch, BB- Senior Unsecured Debt Rating, Stable Outlook)
is a leading international specialty retailer offering clothing,
accessories and personal care products for men, women, children
and babies under the Gap, Banana Republic and Old Navy brand
names. Fiscal 2002 sales were $14.5 billion. As of
November 1, 2003, Gap Inc. operated 4,210 store concepts (3,075
store locations) in the United States, the United Kingdom,
Canada, France, Japan and Germany. In the United States, customers
also may shop the company's online stores at gap.com, Banana
Republic.com and oldnavy.com.


GENZYME: Court Dumps Suit Filed by Biosurgery Div. Shareholders
---------------------------------------------------------------
Genzyme Corp. (Nasdaq: GENZ) announced that a Massachusetts
Superior Court judge has dismissed in its entirety a lawsuit
brought against the company by Biosurgery division shareholders
(Chokel v. Genzyme Corporation, et als.) related to the
elimination of the corporation's tracking stock structure. The
suit was filed in May following Genzyme's announced decision to
consolidate its financial structure.

In dismissing the suit, the Court's opinion stated that because
Genzyme's Board of Directors followed precisely the provisions of
the company's charter, the Corporation did not breach its implied
covenant of good faith and fair dealing or the Board's fiduciary
duties to shareholders.

Genzyme Corporation (S&P, BB+ Subordinated Debt Rating, Positive)
is a global biotechnology company dedicated to making a major
positive impact on the lives of people with serious diseases. The
company's broad product portfolio is focused on rare genetic
disorders, renal disease, and osteoarthritis, and includes an
industry-leading array of diagnostic products and services.
Genzyme's commitment to innovation continues today with research
into novel approaches to cancer, heart disease, and other areas of
unmet medical need. Genzyme's more than 5,000 employees worldwide
serve patients in more than 80 countries.


GILAT SATELLITE: Sept. 30 Net Capital Deficit Narrows to $7 Mil.
----------------------------------------------------------------
Gilat Satellite Networks Ltd. (Nasdaq:GILTF), a worldwide leader
in satellite networking technology, announced the final results of
its offer to exchange its Ordinary Shares, par value NIS 0.20 per
share, for its outstanding 4% Convertible Subordinated Notes due
2012.

At the expiration of the offer on November 10, 2003, at 5:00 p.m.,
New York City time, US$74,381,667 principal amount of Notes,
representing about 84% of the total Notes, had been validly
tendered, and not properly withdrawn, in the offer. Gilat has
accepted all such notes, except to the extent that the final tally
shows that the tender would cause a single Noteholder to own 20%
or more of the Company's ordinary shares. The Company will not
accept the tendered notes to that extent and will return only
those notes to the holder. Gilat offered 125 of its Ordinary
Shares for each $1,000 principal amount of the Notes and accrued
interest thereon.

The Company also reported its results for the quarter-ended
September 30, 2003. Revenues were US$44.6 million for the third
quarter of 2003, an increase of US$1.3 million over the US$43.3
million result for the same period in 2002. Net loss for the third
quarter was US$4.2 million or US$0.32 per share. The 2003 third-
quarter net loss include a total of US$0.8 million other income,
US$4.5 million gain from restructuring of debt and US$1.7 million
charges relating to the company's restructuring process .The 2002
third-quarter net loss was US$108.4 million or US$91.58 per share
which included write-offs associated with a partial impairment of
GVT notes, inventory adjustment related to current sales level,
adjustment for doubtful accounts, final costs associated with the
closing of the rStar transaction, and certain transponder
termination costs associated with StarBand Communications.

The total cash and cash equivalents during the quarter decreased
by US$4.8 million from US$44.9 million to US$40.1.

This conversion significantly reduced the Company's debt and the
related accrued interest by US$104 million bringing Gilat's
shareholders' equity (deficiency) as of September 30, 2003 on a
pro forma basis to US$97 million from a deficit of US$7 million,
assuming no Noteholder will own 20% or more of the Company's
ordinary shares. In the event that a single Noteholder will own
20% or more, the increase in shareholders' equity (deficiency)
will be lower.

The successful completion of the offer results in a significant
improvement in Gilat's balance sheet, increased shareholders'
equity, reduced debt and improved financial ratios.

Former Noteholders of Gilat may direct questions concerning the
closing of the offer to Gilat Satellite Networks Ltd. General
Counsel, Telephone: +972-3-925-2736.

         StarBand Communications Inc. Cleared by Courts
               to Exit Chapter 11 Protection

The Company also announced that StarBand Communications Inc.
received approval from the U.S. Bankruptcy Court in Delaware to
emerge from Chapter 11 protection. This is the final clearance
required from the bankruptcy court for StarBand to implement its
reorganization plan. The effective date of the emergence should
occur by the end of November. The company filed for Chapter 11
bankruptcy protection on May 31, 2002 following a major dispute
with a strategic partner. Through settlement of this dispute,
renegotiations of key contracts, reductions in staffing offset by
increased automation, creation of a new sales force and continued
addition of new customers, StarBand is poised to emerge a more
financially stable company. As part of the reorganization,
StarBand and Gilat have also entered into a new technology and
hardware supply agreement including up to $7.5 million in
additional financing. Post reorganization, Gilat will hold
approximately 49% equity in StarBand.

In addition, Gilat announced that Mr. Pinchas Buchris has been
elected to the Board of Directors, in place of Mr. Meir Shamir,
who has resigned from the Board. Mr Buchris, a former senior IDF
intelligence officer, is a Venture Partner of Apax Israel, and
acts as a special advisor for technology start-ups and other
companies.

The Company announced the formation of a central and global
executive team to oversee worldwide operations in order to
maximize synergies, cooperation and efficiencies by Gilat and its
subsidiaries and offices around the globe. During the quarter, the
Company also appointed Avihu Bergman as an Executive Vice
President for Sales, a new position in Gilat. Avihu Bergman joined
the Company in September and is directly responsible for sales in
Africa, Asia, Australia and Europe as well as worldwide
coordination of the Company's sales efforts including North and
Latin America.

The Company also announced that Mr. Gidi Kaplan will be leaving
his position as Vice President for Research and Development.
Mr. Kaplan, who is a co-founder of the Company, will continue
working in Gilat in the R&D department. In his place, Yossi Gal, a
seasoned Gilat veteran, has been appointed VP for R&D. Mr. Gal
assumes the position with more than 15 years of experience in R&D
and operations at Gilat and other companies. He most recently
served as Vice President of Engineering and Operations at StarBand
Communications Inc. The change in positions will take place in the
second half of January 2004. In addition, Arik Keshet will be
appointed the Company's VP and Chief Technology Officer.

                      Third Quarter Events

During the quarter, the Company announced a series of new
contracts and milestones.

Gilat's subsidiary Spacenet continued to register successes in
signing major new customers.

-- AGCO Corporation chose Spacenet's Connexstar service to provide
   Internet access and networking services to up to 1,500 AGCO
   sites in North America. Agco is the world's third-largest
   agricultural equipment dealer.

-- Spacenet signed a 5-year contract with Scientific Games
   International, Inc. for a broadband satellite communications
   network with 650 VSATs for the Iowa Lottery Authority. Gilat
   has provided more than 29,000 VSAT terminals for use by
   government-authorized lotteries worldwide.

-- Spacenet was selected by Valero Energy Corporation to provide a
   broadband satellite communications network to its chain of
   4,000 retail and wholesale outlets in the US and Canada.

          Spacenet also expands its service offering

-- Spacenet recently announced the expansion of its Connexstar
   business satellite networking services with two new packages
   designed to address popular customer requests. With these
   additions, Connexstar now covers an even broader range of
   solutions, from low-bandwidth credit/retail applications to
   high-speed broadband connectivity packages capable of
   supporting multiple video, retail and Internet/data
   applications. The new offerings include:

        --  Connexstar TransAct - Designed exclusively to support
            credit authorization, point of sale, ATM and other
            light to medium duty cycle retail transactions.

        --  Connexstar CX-1000 - An ultra high-bandwidth option
            engineered to handle the most demanding requirements
            for fast video, retail data and Internet connectivity.

               Gilat achieves global milestones -
          expands cooperation with major players in Africa,
                         Russia and India

-- Gilat and Telkom SA Ltd. announced the launch of Telkom's
   satellite-based broadband VSAT Internet service, based on
   Gilat's Skystar 360E VSAT platform.. Telkom SA. Also expanded
   its existing DialAw@y IP rural telephony satellite
   communications network with an additional hub.

-- Gilat announced that it has entered into an understanding for
   the cooperation in VSAT production with the Russian Satellite
   Communications Company, the JSC "CTS-Center" and the JSC "VSAT
   TEL". The agreement increases Gilat's potential access to the
   Russian market and enhances a growing cooperation with the
   Russian satellite operator, RSCC.

-- Gilat announced that it had reached a major milestone in its
   business in India, crossing the landmark of shipping over
   20,000 VSATs to customers in the country.

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

Gilat Satellite's September 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $7.4 million.


GINGISS GROUP: Hiring Piper Rudnick as Special Corporate Counsel
----------------------------------------------------------------
The Gingiss Group, Inc., and its debtor-affiliates are seeking
permission from the U.S. Bankruptcy Court for the District of
Delaware to tap the services of Piper Rudnick LLP as their Special
Corporate Counsel.

The Debtors desire to employ the Firm as their special corporate
counsel because of the Firm's extensive expertise and knowledge in
the field of business litigation, intellectual property, franchise
and distribution, and general corporate law.

In preparing for its representation, the Firm has become familiar
with the Debtors' business, and business affairs, and many of the
potential legal issues that may arise with the Debtors' Chapter 11
cases. Since the Firm is already familiar with the Debtors'
current business affairs and litigation status, it is fully
prepared to address the legal issues that will come before it in
this regard, which is critical to the successful reorganization of
the Debtors' estates.

The principal attorneys and staff professionals presently
designated to represent the Debtors, and their current standard
hourly rates, are:

          Allen J. Ginsburg        $475 per hour
          Norman M. Leon           $375 per hour
          Catherine M. Burkhardt   $340 per hour
          Richard J. Morey         $325 per hour
          George T. Plumb          $475 per hour
          Mark I Feldman           $525 per hour
          Kelli I. Toronyi         $315 per hour
          Susan B. Cory            $175 per hour

In its capacity as Corporate Counsel, Piper Rudnick is expected
to:

     a. provide legal advice with respect to issues relating to
        the franchise system and the Debtors' relationship with
        franchisees, intellectual property matters, and general
        corporate and business law issues;

     b. prepare and/or review on behalf of the Debtors necessary
        applications, motions, answers, declarations, orders,
        reports, and other legal papers relating to pending
        litigation and arbitration proceedings involving the
        Debtors;

     c. appear, to the extent required by special corporate
        counsel, in Court and before the arbitrators to protect
        the interests relating to business and litigation
        matters, and matters related or incidental thereto of
        the Debtors before the Court; and

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

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


GLOBAL CROSSING: Seeks Go-Ahead to Assign 48 Contracts to New GX
----------------------------------------------------------------
Paul M. Basta, Esq., at Weil Gotshal & Manges LLP, in New York,
recounts that the Global Crossing Ltd. Debtors' Plan provides for
a newly formed parent company -- New Global Crossing -- and a
newly formed intermediate holding company -- New Global Crossing
Holdings Ltd. -- to be the assignees of most of the assets and
businesses currently held by the GX Debtors.  New Global Crossing
will be funded with, among other things, $250,000,000 in cash to
be provided by Singapore Technologies Telemedia Pte Ltd.  The Old
Global Crossing Ltd. and GCHL will be liquidated in accordance
with the Plan.  On the other hand, the rest of the GX Debtors
will emerge from Chapter 11 as reorganized subsidiaries of New
Global Crossing and New GCHL.  

During the course of these cases, the Court approved the GX
Debtors' assumption, upon the Effective Date of the Plan, 29
contracts Global Crossing Ltd. is a party or a beneficiary to and
19 contracts GCHL is a party or a beneficiary to.  However, Mr.
Basta notes that GCL and GCHL will cease to be a part of the
Reorganized Global Crossing corporate group on the Effective Date
of the Plan.

Accordingly, the GX Debtors seek the Court's authority to assign
the 48 Contracts to New Global Crossing and New GCHL, as
appropriate, who will continue to operate the GX Debtors'
businesses.

Mr. Basta states that pursuant to Section 365(f)(2) of the
Bankruptcy Code, a debtor-in-possession may assign an executory
contract or unexpired non-residential real property lease if:

   "(A) the trustee assumes such contract or lease in accordance
        with the provisions of this section; and

    (B) adequate assurance of future performance by the assignee
        of such contract or lease is provided, whether or not
        there has been a default in such contract or lease."

The Court already approved the GX Debtors' assumption of the
Contracts and fixed the cure amounts.  The Court also determined
that, in connection with assumption of the Contracts, GCL and
GCHL have demonstrated adequate assurance of future performance
under the Bankruptcy Code, including, without limitation,
Sections 365(b)(1) and (3).

New Global Crossing and New GCHL will replace GCL and GCHL in the
Global Crossing corporate group and, therefore, require the
Contracts to efficiently operate their businesses.  New Global
Crossing and New GCHL are willing to assume GCL's and GCHL's
obligations under the Contracts.  In addition, Mr. Basta tells
the Court that New Global Crossing and New GCHL have sufficient
resources to meet GCL's and GCHL's obligations under the
contracts, as they will be assignees of substantially all of the
GX Debtors' assets and will be funded with STT's $250,000,000
equity investment.  Under these circumstances, Mr. Basta contends
that the assignment of the Contracts to New Global Crossing and
New GCHL is warranted and satisfies the requirements of Section
365(f). (Global Crossing Bankruptcy News, Issue No. 50; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


GREAT LAKES DREDGE: S&P Watching Pending Sale to Madison
--------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on Great Lakes Dredge & Dock Corp. on CreditWatch
with negative implications. The CreditWatch placement followed the
company's recent announcement that Madison Dearborn Partners LLC
(unrated) is acquiring Great Lakes for $340 million. Oak Brook,
Illinois-based Great Lakes Dredge & Dock had total debt (including
present value of operating leases) of about $275 million as of
Sept. 30, 2003.

Vectura Holding Co. LLC (unrated), the majority owner of Great
Lakes Dredge & Dock, has signed a definitive agreement to sell the
company to Madison Dearborn. Although the financing necessary to
complete the transaction has been committed, details have not been
disclosed. However, Madison Dearborn, as an equity sponsor with
more than $7.5 billion of investments, may further increase debt
leverage of Great Lakes Dredge & Dock.

"We will meet with management to discuss the new capital
structure, liquidity, and any changes to the business strategy
under new ownership before taking a further rating action," said
Standard & Poor's credit analyst Heather Henyon.


GREENWICH CAPITAL: Fitch Affirms BB Rating on Class B3 Notes
------------------------------------------------------------
Fitch Ratings has taken rating actions on the following Greenwich
Capital Acceptance, Inc. residential mortgage-backed certificates:
Greenwich Capital Acceptance, Inc. Mortgage Pass-Through
Certificates, Series 1994-HMC4:

     -- Class A1 affirmed at 'AAA';
     -- Class A2 affirmed at 'AA';
     -- Class B1 affirmed at 'A-';
     -- Class B2 affirmed at 'BBB-';
     -- Class B3 affirmed at 'BB'.

The affirmations on the above classes reflect credit enhancement
consistent with future loss expectations.


HARRAH'S ENTERTAINMENT: Christopher J. Williams Joins Board
-----------------------------------------------------------
Harrah's Entertainment, Inc. (NYSE: HET) announced that
Christopher J. Williams, Chairman and Chief Executive Officer of
The Williams Capital Group, L.P., and Williams Capital Management,
LLC, has been appointed to serve on the Harrah's Entertainment
Board of Directors, subject to regulatory approvals.

"We are delighted to welcome Christopher Williams to our Board of
Directors," said Phil Satre, Chairman of Harrah's Entertainment.  
"His extensive experience in investment banking and asset
management, combined with his dedication to community service,
will be invaluable to this company in the creation and execution
of Harrah's long-term growth strategy."

Williams Capital has been one of the 20 largest underwriters of
investment grade corporate debt in the United States in each of
the last three years, and was ranked the largest minority-owned
investment bank in the country by Black Enterprise magazine in
June 2002.  In 2002, Williams was named one of the 50 most
powerful Blacks in corporate America by Fortune magazine.

Williams serves as a director of The Partnership of New York City,
the National Association of Securities Professionals and the
Securities Industry Association.  He also serves on the boards of
several non-profit organizations, including the National Dance
Institute, WNYC Radio, and the Alvin Ailey Dance Foundation.

Williams is one of nine outside directors on the 11-member
Harrah's board. Satre and Gary Loveman, Harrah's Entertainment
President and Chief Executive Officer, are the two company
representatives on the board.

The Williams Capital Group, L.P. is a registered broker-dealer and
NASD member.  Neither Harrah's Entertainment nor any of its
subsidiaries have any investment or commercial banking
relationship with Williams Capital.

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.


HORIZON GROUP: Extends Odd Lot Share Repurchase Program to Dec 3
----------------------------------------------------------------
Horizon Group Properties, Inc. (Nasdaq: HGPI), an owner, operator
and developer of factory outlet centers and land developer,
extended the expiration date of its odd lot share repurchase
program for the purchase of all shares of its common stock held by
persons owning 20 or fewer shares as of the close of business on
September 26, 2003, to December 3, 2003, 5:00 p.m. New York City
time.  HGPI will pay $5.00 for each share submitted by
stockholders eligible to participate in the program.

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

As reported in Troubled Company Reporter's November 11, 2003
edition, Horizon Group Properties completed the restructuring of
the second of three loans which had been in default since October
2001.

On November 6, 2003, HGPI paid off, at a discount, the loan
secured by the outlet center in Gretna, Nebraska. As previously
announced, HGPI paid off, at a discount, the loan secured by the
outlet center in Sealy, Texas on November 3, 2003. The final
portion of the restructuring of the GST Loans is the reinstatement
to current status of the loan secured by the outlet center in
Traverse City, Michigan, which is expected to be completed by
November 20, 2003.


IT GROUP: Obtains More Time to Move Pending Actions to Delaware
---------------------------------------------------------------
The IT Group, Inc., and its debtor-affiliates remain parties to
over 100 different judicial and administrative proceedings
currently pending in various courts throughout the country.  
Because of the number of Actions involved and the wide variety of
Claims, the Debtors require additional time to determine which, if
any, of the Actions should be removed and, if appropriate,
transferred to the Bankruptcy Court for the District of Delaware.

Accordingly, the Debtors sought and obtained the Court's
permission to further extend their removal period with respect to
any actions pending on the Petition Date through the earlier of:

    (a) January 8, 2004; or

    (b) 30 days after entry of an order terminating the automatic
        stay with respect to any particular action sought to be
        removed.

The extension will provide the Debtors sufficient opportunity to
make fully informed decisions concerning the possible removal of
Actions, protecting their valuable right economically to
adjudicate lawsuits, if the circumstances warrant removal. (IT
Group Bankruptcy News, Issue No. 36; Bankruptcy Creditors'
Service, Inc., 215/945-7000)  


JP MORGAN COMM'L: Fitch Drops Class K & J Note Ratings to D/CCC
---------------------------------------------------------------
J.P. Morgan Commercial Mortgage Finance Corp.'s mortgage pass-
through certificates series 1999-C8 is downgraded by Fitch Ratings
as follows:
        
        -- $3.1 million class K to 'D' from 'CC';

        -- $23.8 million class J to 'CCC' from 'B-';

In addition Fitch affirms the following classes:

        -- $119.4 million class A-1 'AAA';
        -- $357.0 million class A-2 'AAA';

Interest-only class X at 'AAA';

        -- $36.6 million class B 'AA+';
        -- $32.9 million class C 'A+';
        -- $14.6 million class D 'A';
        -- $25.6 million class E 'BBB+';
        -- $11.0 million class F 'BBB';
        -- $16.5 million class G at 'BB+';
        -- $20.1 million class H 'BB-'.

The downgrades are attributed to the liquidation of two of the
Horizon group properties: the Sealy Outlet Center (1.6%) and the
Nebraska Crossing Factory Store (1.1%). The total loss to the
trust from the liquidation of the two loans was approximately
$16.9 million.


KAISER ALUMINUM: Bankruptcy Court Expunges 2 Environmental Claims
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware disallows
and expunges two Environmental Claims in the Chapter 11 cases of
Kaiser Aluminum Corporation and its debtor-affiliates:

   (a) Claim No. 1880, filed by or on behalf of Eaton Corporation
       for the United States Environmental Protection Agency; and

   (b) Claim No. 1881, filed by or on behalf of Eaton
       Corporation.

                    Stipulation Resolving 358
                Tremont City Environmental Claims

In a separate order, Judge Fitzgerald approves a stipulation,
which resolves the liabilities and obligations arising under 358
Environmental Claims filed by the Tremont City Barrel Fill PRP
Group.  The Debtors and the Tremont City Barrel Fill PRP Group
stipulate that:

   (a) Claim No. 2383, filed by or on behalf of the Tremont City
       Barrel Fill PRP Group, will be reduced to $82,500 and
       allowed as a general non-priority unsecured claim; and

   (b) Each of the 357 Tremont City Environmental Claims,
       aggregating $356,000,000, is disallowed and expunged in
       their entirety, pursuant to Section 113(f)(2) of the
       Comprehensive Environmental Response, Compensation and
       Liability Act, Section 9613(f)(2) of the Public Health and
       Welfare Code, and Section 502 of the Bankruptcy Code.
       (Kaiser Bankruptcy News, Issue No. 34; Bankruptcy
       Creditors' Service, Inc., 215/945-7000)  


LA QUINTA: Proposes Public Offering for 25-Mill. Common Shares
--------------------------------------------------------------
La Quinta Corporation and La Quinta Properties, Inc. (NYSE: LQI)
intend to offer 25.00 million shares of common stock under their
shelf registration statement previously declared effective by the
Securities and Exchange Commission.  The net proceeds of the
offering are intended to be used for general corporate purposes,
including for potential acquisitions of lodging properties,
lodging companies and/or brands; debt reduction; and/or redemption
of preferred stock.

The Company has also granted the underwriters an option to
purchase up to an additional 3.75 million shares of common stock
to cover any over-allotments.  Morgan Stanley is the bookrunning
manager and Credit Lyonnais Securities (USA) Inc. and CIBC World
Markets are serving as co-managers. Copies of the preliminary
prospectus supplement and the accompanying prospectus relating to
the offering may be obtained from the offices of Morgan Stanley &
Co., Prospectus Department, 1585 Broadway, New York, NY 10036.

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     


LEVI STRAUSS: S&P's B-Rating on Watch Negative After Announcement
-----------------------------------------------------------------  
Standard & Poor's Ratings Services placed its ratings on Levi
Strauss & Co., including its 'B' long-term corporate credit
rating, on CreditWatch with negative implications.

San Francisco, California-based Levi Strauss had about $2.3
billion in total debt outstanding at Aug. 24, 2003.

The CreditWatch listings follow Levi Strauss' announcement of
adjusting its fiscal 2003 revenue and operating results downward.
Although this announcement is not expected to adversely affect the
company's liquidity position relative to its bank facility,
Standard & Poor's finds the timing of this latest announcement
especially troublesome, given the series of controversial events
with the company in recent months. This development represents
another in a series of challenges for the company as it seeks to
execute a turnaround.

"Standard & Poor's will closely monitor the company's progress,
and continue to evaluate the company's relationship with its
secured lenders. Standard & Poor's expects to meet with management
shortly to review its business outlook and financial results.
Resolution of the CreditWatch listing is expected by Dec. 19,
2003," said credit analyst Susan H. Ding. "However, any further
announcements in the interim period will prompt an immediate
review for a downgrade. Furthermore, any additional surprises or
a lack of a prompt resolution of the company's tax audit review
will also result in a rating review and/or downgrade."

Levi Strauss designs and markets jeans and jeans related apparel
under the well-recognized Levi's, Dockers, and the newly
introduced Levi Strauss Signature brands.


LEVI STRAUSS: Fitch's Sr. Unsecured Debt Rating Slips to B-
-----------------------------------------------------------
Levi Strauss & Co.'s $1.7 billion senior unsecured debt is
downgraded to 'B-' from 'B' by Fitch Ratings following Levi's
revision in its earnings guidance for 2003. In addition, the
company's $650 million asset-based loan is lowered to 'BB-' from
'BB' and its $500 million term loan is lowered to 'B+ from 'BB-'.
The Rating Outlook remains Negative, reflecting the continued
challenges Levi faces in stimulating top-line sales growth.
The company's revised guidance has forecasted revenues to decline
2% in fiscal 2003 versus previous expectations that revenues would
increase modestly. Softer sales are being driven by weakness at
U.S. department stores as well as product mix changes in Europe,
where sales of lower priced products, 580 jeans, are outpacing its
sales of higher priced 501 jeans. In addition, sales of its Levi
Strauss Signature line at Wal-Mart have also been slower than
anticipated for its men's line, somewhat offset by stronger sales
of its lower margin women's and children's lines. Weaker sales,
coupled with persistent cost pressures, are expected to result in
operating profit that is down dramatically from prior
expectations. Though debt levels at year-end are forecasted to
remain unchanged, credit measures will weaken significantly due to
poorer operating performance. Leverage (total debt/EBITDA) is now
expected to be above 6.0x versus 5.3x in the latest 12 months
ended Aug. 24, 2003 and interest coverage is projected to weaken
to below 1.5x.

The company maintains adequate liquidity, with cash on the balance
sheet and no borrowings expected on its asset-based revolver.
Given the limited upcoming debt maturities, with the next
significant payment not due until 2006, and absence of stringent
covenant levels, Fitch believes Levi is operating with some
financial flexibility to remain current on its financial
commitments. Fitch still maintains that benefits from cost savings
associated with the restructuring should begin to offset some of
the weakness in 2004. Moreover, the full-year benefit of the Levi
Strauss Signature line at Wal-Mart, as well as its expected
expansion into other mass retailers in international markets, will
also help 2004 results. Of ongoing concern is that while
cannibalization of the company's core Red Tab products has been
limited to date, the longer-term impact on the core product line
remains unknown. Also, competitive pricing pressures at each of
its channels of distribution are likely to continue.


MANDALAY: Fitch Rates $250M Senior Unsecured Debt Issue at BB+
--------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB+' to the $250 million
senior notes due 2011 being issued by Mandalay Resort Group.
Proceeds are to be used to pay down outstandings under the
revolving credit facility. Ratings reflect MBG's leading Las Vegas
assets, solid operating performance, significant discretionary
free cash flow and growth potential for 'Mandalay Mile' Strip
properties (principally Mandalay Bay) driven by the new $235
million convention center which opened in January 2003. Beyond FYE
January 2004, MBG has no major capital projects in the pipeline
and should have the capacity to delever. The Rating Outlook is
Stable.

These factors are partially offset by the company's aggressive
financial policy (which entails a demonstrated propensity for
share repurchases and more recently, dividends), heavy capital
expenditure plans in FY 2004, the competitive threat of Native
American Gaming in California to MBG's secondary Strip and other
Nevada properties, and declining EBITDA contributions from major
secondary markets, Detroit and Illinois.

MBG boasted strong second quarter performance led by its Las Vegas
Strip properties, aided by the opening of MBG's convention center
in January 2003. The convention center enabled MBG's five Strip
properties (including Monte Carlo) to achieve record room rates
and healthy year over year EBITDA growth of 18.3%, as RevPAR
increased 13%. This growth was partially offset by lower EBITDA (-
13.4%) at the company's non-Las Vegas properties, reflecting
higher taxes in Illinois and competitive pressure from California
tribal gaming in Reno and Laughlin. With the largest room base on
the Las Vegas Strip, MBG is particularly leveraged to room rates.
Through RevPAR gains, Fitch expects the convention center to
continue to generate significant EBITDA growth and margin
improvement through FY 2005, as utilization improves and the
economy strengthens. In addition, the convention center should be
a major source of demand for the new high-end $230 million 1,122-
suite tower opens at Mandalay Bay in late-November.

Total debt increased to $3.0 billion in the second quarter, up
$200 million from first quarter end, and cash stood at $158
million. On an LTM basis, leverage (debt/EBITDAR) was 5.1 times
(x) and interest coverage was 2.9x. Incremental debt reflects
revolver borrowings and a new $150 million capital lease facility
which were used to refinance off-balance sheet operating leases
totaling $158 million. Fitch expects debt levels to remain in the
$3.0 billion dollar range through fiscal year-end, as MBG closes
out its $350 million capital spending program at Mandalay Bay
(which includes the 1,122 suite tower and retail overpass to
Luxor) and funds dividends. Better than expected EBITDA due to
strong Strip RevPAR performance should put leverage in the 4.9x
range by year-end, versus previous estimates of above 5.0x.
Notably, if MBG continues to repurchase stock under their new 10-
million share authorization, debt levels could significantly rise.
Leverage above 5.0x would be viewed as high for the category, and
uncomfortably close to current covenant restrictions, and could
warrant review of the Rating Outlook or the rating.

In FY 2005, committed investments should drop significantly. With
no major capital projects officially in the pipeline, MBG should
have the capacity to reduce debt. Nonetheless, the company could
announce capital spending plans at any time that could usurp free
cash flow and decelerate or eliminate potential deleveraging.
Notably, the funding for the permanent casino in Detroit is
expected to incorporate non-recourse debt, which could limit MBG's
exposure.


MCDERMOTT INT'L: S&P Maintains Watch on Junk Rating
---------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to McDermott (J. Ray) S.A., a subsidiary of
McDermott International Inc. (CCC+/Watch Pos/--), and its 'B-'
rating to JRM's $200 million senior secured notes, due 2013, to be
issued in accordance with SEC Rule 144A. The corporate credit
rating was assigned under the assumption that the deal will be
successfully completed. Proceeds from the offering will be used to
fund anticipated negative cash flow from operations expected to
occur over the next four quarters and to provide cash to
collateralize letters of credit until JRM obtains a new letter of
credit facility.

The outlook is negative on JRM, Houston, Texas-based provider of
marine construction services for offshore oil and gas field
development.

The 'CCC+' corporate credit ratings on McDermott and subsidiary
McDermott Inc. remain on CreditWatch with positive implications,
where they were placed on Oct. 17, 2003.

"Following completion of the offering, the corporate credit
ratings will be raised one notch to 'B-' and removed from
CreditWatch, reflecting improved liquidity and easing of financial
stress that will result from new stand-alone financings at
McDermott's subsidiaries, JRM and unrated BWX Technologies Inc.,"
said Standard & Poor's credit analyst Daniel DiSenso. "The
improved liquidity should give JRM time to complete work on
three troubled, cash-draining projects. Previous going-concern
issues would be mitigated."

JRM's notes will be guaranteed by all of JRM's wholly owned
restricted subsidiaries and secured by a first-priority lien on
certain marine construction vessels owned by JRM or guarantors and
capital stock of the subsidiary guarantors. Pledged vessels may
not be liquid, especially since there exists sizable excess
industry capacity and the value of collateral may decline over
time. Therefore, the liquidation value of JRM's vessels may only
provide modest funds to repay the notes in event of default or
bankruptcy.

While profitability at JRM is improving, cash flow is expected to
be negative through the third quarter of 2004, reflecting working
capital needed to complete work on three troubled projects.

New JRM management is working to permanently improve profit
prospects for the firm by strengthening project estimating,
bidding, and project management procedures, and developing a more
prudent risk-taking plan.


METROPCS INC: Third-Quarter 2003 Results Show Marked Improvement
----------------------------------------------------------------
MetroPCS, Inc. announced third quarter 2003 financial results
including growth in service revenue to $95.8 million from $30.0
million for the same quarter last year.  Operating income for the
quarter was $15.6 million compared with a loss of $25.2 million
for the same period a year ago.

Net income applicable to common stock, after the accrual of
preferred stock dividends of $4.8 million, was $3.7 million.  Last
year's third quarter net loss applicable to common stock was $19.2
million after accrued unpaid preferred dividends of $3.0 million.  
The company added approximately 72,000 net new subscribers in the
quarter, ending the quarter with approximately 859,200
subscribers.

CPGA for the quarter was $100.50, which represents a 35% decline
from the same quarter last year.  CCPU for the quarter was $18.04,
which represents a 47% decline over the same quarter last year.  
Adjusted EBITDA for the quarter was $26.5 million, which
represents an increase of $45.9 million from last year's third
quarter results.

ARPU was $38.29 for the nine months ended September 30, 2003 and
has declined principally as a result of the recognition of higher
disconnects. ARPU for the quarter was $37.23.

Year to date churn was 4.7 % for the nine months ended
September 30, 2003. Churn for the third quarter was 5.5%.  Our
monthly churn has declined since peaking in July.

Capital expenditures were $31.9 million in the quarter and related
to both the expansion of the company's network and an increase in
the capacity of the network.  MetroPCS had a September 30, 2003
cash balance of $207 million, excluding the $35.4 million
additional capital from a capital call that its preferred
stockholders are expected to satisfy shortly.

In addition to the results prepared in accordance with Generally
Accepted Accounting Principles (GAAP), provided throughout this
press release, MetroPCS, Inc. has presented non-GAAP financial
measures, such as Adjusted EBITDA, CPGA, CCPU and ARPU. The non-
GAAP financial measures should be considered in addition to, but
not as a substitute for, the information prepared in accordance
with GAAP.

MetroPCS is a provider of wireless communications services in the
greater Miami, San Francisco, Atlanta and Sacramento metropolitan
areas.  We hold 14 PCS licenses clustered in these markets with a
total population of approximately 22.9 million.  We launched
service in all of our markets in the first quarter of 2002 with
the exception of the San Francisco market, which was launched in
September 2002.

MetroPCS Inc. (S&P, CCC+ Corporate Credit Rating, Positive
Outlook), headquartered in Dallas, offers local wireless phone
service to customers who live, work and play in and around the
metropolitan areas of Atlanta, Miami, San Francisco and
Sacramento. MetroPCS holds 14 PCS licenses in these markets with a
total population of approximately 22.9 million. The company
launched service in all markets in the first quarter of 2002 with
the exception of the San Francisco Market, which launched in
September 2002.  MetroPCS frees customers from the frustration of
wireless offerings by providing one low monthly cost and one
simple plan with unlimited anytime local and long distance
minutes, and no contract. The company is among the first wireless
operators to deploy an all-digital network based on third
generation infrastructure and handsets. For more information visit
http://www.metropcs.com


MILLENNIUM CHEMICALS: Restated Balance Sheet Upside Down by $50M
----------------------------------------------------------------
Millennium Chemicals (NYSE:MCH) reported a net loss for the third
quarter of 2003 of $(28) million or $(0.44) per common share. For
the corresponding period of 2002, Millennium reported net income
of $5 million or $0.08 per common share. The loss for the 2003
third quarter included the impact of a $15 million pre-tax ($10
million after-tax) special charge associated with the Company's
cost reduction program announced in July 2003, which was partly
offset by a $2 million after-tax gain on the collection of a note
receivable, previously written off. Excluding these items, the
third quarter 2003 per share loss was $(0.31) compared to income
of $0.08 in the third quarter of 2002.

Operating income from majority-owned businesses, excluding the
special charge, was $10 million in the third quarter of 2003
compared to $30 million in the third quarter of 2002 and $25
million in the second quarter of 2003. The decline in operating
income was due primarily to lower profits in the Titanium Dioxide
segment, as discussed under "Titanium Dioxide," below. Sales from
all majority-owned businesses were $431 million in the third
quarter of 2003 compared to $411 million in the third quarter of
2002 and $416 million in the second quarter of 2003.

Robert E. Lee, President and CEO, said, "Although we are very
disappointed with the current financial performance, during the
third quarter we progressed the implementation of the initiatives
I outlined in August. We continue to focus on our balance sheet by
actively managing our production rates to insure the proper
balance between inventory and customer demand. In addition, our
focus on tight cost management and prudent cash utilization
continues. In our Titanium Dioxide business, we have begun to
recover market share, in large part due to the success of new
products that we have introduced for the paint, plastics and paper
markets. Those new products, which accounted for approximately 40%
of our total titanium dioxide sales volume during the third
quarter, offer improved hiding power, dispersion and durability
performance."

Millennium also announced that it had filed with the Securities
and Exchange Commission an amendment of its Annual Report on Form
10-K for the year 2002 to reflect restatements of its financial
results for the five years then ended. The restatements were
required as a result of errors discovered earlier this year,
including those announced on August 6, 2003. Millennium also
expects to file with the SEC on November 14, 2003 an amendment of
its Quarterly Report on Form 10-Q for the three months ended March
31, 2003 to restate its results for that period as a result of
those errors. The Company's Quarterly Report on Form 10-Q for the
period ended June 30, 2003, as filed with the Securities and
Exchange Commission on August 19, 2003, included restated
financial statements that reflected adjustments for these errors.

Titanium Dioxide

The Titanium Dioxide (TiO2) segment reported third quarter 2003
operating income of $7 million compared to $21 million in the
third quarter of 2002 and $23 million in the second quarter of
2003. The sequential decline from the second quarter of 2003 to
the third quarter of 2003 was due to higher manufacturing costs
per metric ton due to planned slowdowns and unscheduled operating
disruptions and lower global average TiO2 pricing.

In local currencies, average third quarter prices decreased 2
percent from the second quarter of 2003 and increased 4 percent
from the third quarter of 2002. In US dollar terms, the third
quarter worldwide average selling prices decreased 2 percent from
the second quarter of 2003 and increased 8 percent from the third
quarter of 2002.

Third quarter 2003 TiO2 sales volume was 149,000 metric tons.
Sales volume was up 2 percent compared to the second quarter of
2003 and was down 8 percent from the third quarter of 2002.

Third quarter 2003 manufacturing costs per metric ton were up 13
percent from third quarter 2002 and up 7 percent from second
quarter 2003 primarily due to unfavorable exchange rates, higher
energy costs, and scheduled and unscheduled outages. Unscheduled
operating disruptions resulted from the European heat wave, the
power blackout in the Northeast region of the US and Hurricane
Isabel.

The third quarter 2003 TiO2 operating rate was 84 percent of
annual nameplate capacity of 690,000 metric tons compared to 90
percent in the third quarter of 2002 and 96 percent in the second
quarter of 2003.

Outlook

Operating income in the TiO2 business segment is expected to be
slightly down in the fourth quarter of 2003 compared to the third
quarter of 2003. Production rates will continue to be low as
required for normal seasonally slow demand conditions and to
manage inventory levels. Pricing as measured in average US dollars
per metric ton is expected to remain relatively flat.

Acetyls

The Acetyls segment reported third quarter operating income of $6
million compared to $8 million in the third quarter of 2002 and $5
million in the second quarter of 2003. The high cost inventory
which flowed from the second quarter into the third quarter was
offset by lower feedstock costs, higher sales volume and the
return to normal operating rates in the acetic acid plant.

In the aggregate, the weighted-average US dollar price for vinyl
acetate monomer ("VAM") and acetic acid in the third quarter of
2003 increased 16 percent compared to the third quarter of 2002
and decreased 7 percent from the second quarter of 2003. Aggregate
volume for VAM and acetic acid in the third quarter of 2003
increased 10 percent from the third quarter of 2002 and increased
23 percent from the second quarter of 2003.

Outlook

Operating profit in the Acetyls business segment for the fourth
quarter of 2003 is expected to be higher than the third quarter of
2003, reflecting lower average opening inventory cost and stable
market conditions.

Specialty Chemicals

The Specialty Chemicals segment reported a third quarter 2003
operating loss of $(1) million compared to an operating profit of
$2 million in both the third quarter of 2002 and the second
quarter of 2003. Sales volume increased 3 percent from the third
quarter of 2002 and dropped 10 percent from the second quarter of
2003. Average selling prices decreased 7 percent compared to the
third quarter of 2002 and increased 6 percent from the second
quarter of 2003. The price of crude sulfate turpentine ("CST"),
the key raw material, increased 60 percent from last year's third
quarter and 23 percent from the second quarter of 2003.

Outlook

Results for the Specialty Chemicals business segment in the fourth
quarter of 2003 are expected to be similar to the third quarter of
2003. Fragrance and Flavor chemical markets remain competitive,
with continued price pressure in most markets. CST supply and
demand balance remains tight and higher-cost alternative feedstock
will be used as required. Supply chain improvements are reducing
inventory levels, which is expected to result in lower fourth
quarter operating rates.

Equistar

Millennium's 29.5 percent stake in Equistar generated a post-
interest equity loss on investment of $(12) million in the third
quarter of 2003 compared to earnings of $6 million in the third
quarter of 2002 and a post-interest equity loss of $(14) million
in the second quarter of 2003.

On a 100% basis Equistar had a net loss of $(40) million in the
third quarter of 2003. This is slightly more than the second
quarter 2003 loss. The third quarter 2003 results include an $11
million write-off relating to a research and development facility
and the second quarter 2003 included a $19 million financing
charge.

Although the financial results in the third quarter of 2003 were
approximately equal to the second quarter of 2003 results, the
underlying business drivers were quite different. The second
quarter of 2003 was characterized by weak sales volume coupled
with strong product margins from Equistar's olefins plants that
produce ethylene from liquid based raw materials. In contrast, the
third quarter of 2003 was characterized by higher sales volume and
lower product margins.

Compared to the second quarter of 2003, Equistar benefited from
increased sales volume of ethylene and derivative products in the
third quarter of 2003, which were approximately 435 million pounds
(21 percent) higher than in the second quarter of 2003. This
volume improvement was generally offset by lower third quarter
2003 product margins. Product prices tended to erode early in the
third quarter; however, this was reversed partially as some
product price increases began to take hold in September. Chemical
Marketing Associates, Inc. (CMAI) reported that the cost of
producing ethylene from liquid raw materials increased during the
third quarter 2003 by approximately 4 cents per pound versus the
second quarter of 2003.

Millennium's share of Equistar's underlying third quarter 2003
sales was $484 million and operating income was $3 million.
Equistar did not distribute any cash to Millennium in the third
quarter of 2003.

Outlook

To date in the fourth quarter 2003 sales volume for the key
ethylene products are keeping equivalent pace with late third
quarter 2003 rates. Pricing initiatives in polyethylene and
several of the key derivatives have been successful and ethylene
production from liquid raw materials continues to have an
advantage versus natural gas based production economics.

At the beginning of October, Equistar began a seven week
maintenance turnaround at one of its large liquid raw material
based ethylene plants. To compensate for this activity Equistar
will produce a greater than normal percentage of its ethylene from
natural gas based raw materials. Based on current costs and co-
product prices, this activity is estimated to negatively impact
quarterly earnings by $5 to $10 million. The cash expenditures for
the turnaround activities will be approximately $50 million.

There are signs of improvement in the global economy; however,
they are not yet sufficient to provide a clear trend line. In the
near term, any improvements are being overshadowed by volatility
in raw material and energy prices.

Cost Reduction Program

During the third quarter of 2003, Millennium incurred a pre-tax
charge of $15 million related to its cost reduction and office
closure program, which was announced on July 21, 2003. Millennium
currently expects to incur $3 to $5 million of additional costs
with respect to this program during the next several quarters.

Debt and Capital Spending

Net debt (total debt less cash) at September 30, 2003, totaled
$1.205 billion compared to $1.196 billion at June 30, 2003. Net
interest expense was $23 million in the third quarter of 2003
compared to $23 million in the second quarter of 2003.

The Company was not in compliance with certain financial covenants
under its bank Credit Agreement as of September 30, 2003. As a
result, the Company obtained waivers to the provisions of these
financial covenants, which will expire on December 31, 2003. The
Company currently is seeking an amendment to the Credit Agreement
to revise these financial covenants.

Based on its discussions with the agent banks and the lending
banks under the Credit Agreement, the Company expects that it will
be able to obtain this amendment before December 31, 2003. The
effectiveness of this amendment will be contingent upon the
Company obtaining at least $110 million of long-term financing
prior to the expiration of the current waiver. The funds so
obtained are expected to be used to repay secured term loans of
approximately $47 million issued under the Credit Agreement and to
enable the Company to terminate its European accounts receivable
securitization program of approximately $60 million. The Company
expects that it will be able to obtain the requisite financing on
or before December 31, 2003, at which time the amendment to the
Credit Agreement would become effective.

For the first nine months of 2003, capital spending was $29
million, compared to $43 million during the corresponding period
in 2002. Depreciation and amortization was $83 million for
Millennium's majority-owned businesses in the first nine months of
2003. Full year capital spending is expected to be approximately
$50 million in 2003, while depreciation and amortization should
total approximately $110 million.

Millennium Chemicals (website: http://www.millenniumchem.com)is a  
major international chemicals company, with leading market
positions in a broad range of commodity, industrial, performance
and specialty chemicals.

Millennium Chemicals is:

-- The second-largest producer of TiO2 in the world, the largest
    merchant seller of titanium tetrachloride and a major producer
    of zirconia, silica gel and cadmium/based pigments;

-- The second-largest producer of acetic acid and vinyl acetate
    monomer in North America;

-- A leading producer of terpene-based fragrance and flavor
    chemicals; and,

-- Through its 29.5% interest in Equistar Chemicals, LP, a
    partner in the second-largest producer of ethylene and third-
    largest producer of polyethylene in North America, and a
    leading producer of performance polymers, oxygenated
    chemicals, aromatics and specialty petrochemicals.

At September 30, 2003, Millennium Chemicals Inc.'s restated
balance sheet discloses a net capital deficit of about $50
Million.
        

MIRANT CORP: Brings-In Gibson Dunn as Special Counsel
-----------------------------------------------------
Mirant Corp. and its debtor-affiliates seek the Court's authority
to employ Gibson Dunn & Crutcher LLP as their special counsel,
nunc pro tunc to July 14, 2003, pursuant to Section 327(e) of the
Bankruptcy Code.

Prior to the Petition Date, Gibson provided advice to the Debtors
regarding these matters:

   * Gibson has been representing Mirant Corporation as well
     as certain current and former Mirant employees in
     connection with an ongoing investigation by the U.S.
     Securities and Exchange Commission concerning, inter alia,
     certain issues pertaining to previously issued
     financial reports; and certain parallel, informal inquires
     by the U.S. Attorney's Office for the Northern District of
     Georgia;

   * Gibson has been representing Mirant in responding to the
     SEC's document and information requests, preparing
     current and former Mirant employees for SEC interviews,
     representing Mirant employees at SEC interviews, and
     investigating facts; and

   * Gibson has been representing Mirant in connection with
     certain of its SEC filings, providing SEC disclosure
     advice, related corporate governance advice, and other
     counseling regarding compliance with the Securities
     Exchange Act of 1934.

The Debtors selected Gibson as their special counsel because of
the firm's extensive experience with the knowledge of the
Debtors' businesses and financial affairs.  In addition, Ian T.
Peck, Esq., at Haynes and Boone LLP, in Dallas, Texas, relates
that Gibson has a recognized national reputation and expertise in
matters involving or relating to the interpretation and
enforcement of the U.S. securities laws and in the conduct and
defense of investigations related thereto.

Since Gibson has been rendering advice to the Debtors on a
variety of matters since February 1997, Mr. Peck contends that
allowing Gibson to continue the representation will reduce the
overall expenses of administering these cases.

John H. Sturc, Esq., a partner at Gibson Dunn & Crutcher LLP,
assures the Court the his firm will carefully coordinate its
efforts with the bankruptcy counsel and other professionals the
Debtors employed and make sure that its actions are not
duplicative of the actions undertaken by the Debtors' other
professionals.  

To the best of his knowledge, Mr. Sturc reports that Gibson and
its partners and associates do not have any connection with or
any interest adverse to the Debtors, their creditors or any other
party-in-interest, or their respective attorneys and accountants,
in the matters on which it is being employed.

Gibson will apply to the Court for allowances of compensation and
reimbursement of actual necessary out-of-pocket expenses in
accordance with the applicable provisions of the Bankruptcy Code,
the Federal Rules of Bankruptcy Procedure and the Local
Bankruptcy Rules for the Northern District of Texas for all
services performed and expenses incurred postpetition.  Gibson's
hourly rates of its attorneys and paraprofessionals currently
ranges from $230 to $850 per hour.

In addition, it is contemplated that certain of Gibson's services
provided by its partner Brian Lane in connection with certain
disclosure issues will be compensated by an annual retainer,
which would be the same arrangement existing prior to the
Petition date.  The current annual retainer, which expires in
February 2004 and which the Debtors already paid, is $50,000.  
Any future retainer will be in an amount that is comparable to
market amounts for comparable services.

According to Mr. Sturc, within the year prior to the Petition
Date, Gibson received payment from the Debtors and their non-
debtor affiliates $1,645,563 for professional services rendered
and expenses incurred prepetition.  Gibson is still owed $16,434
with respect to prepetition services.

                          *     *     *

The Court authorizes the employment of Gibson effective July 14,
2003 on an interim basis. (Mirant Bankruptcy News, Issue No. 12;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NAT'L CENTURY: Obtains Clearance for Braintree Settlement Pact
--------------------------------------------------------------
National Century Financial Enterprises, Inc., and its debtor-
affiliates sought and obtained the Court's approval to enter
into a Sale and Settlement Agreement with Braintree Manor Nursing
LLC, Fall River Nursing LLC, Hollingsworth Nursing LLC, South
Boston Nursing LLC and Stoughton Nursing LLC.  

Charles M. Oellermann, Esq., at Jones, Day, Reavis & Pogue, in
Columbus, Ohio, recounts that prior to the Petition Date, the
Debtors provided Braintree et al. financing pursuant to certain
sales and subservicing agreements under the NPF XII accounts
receivable financing program, where the Debtors purchased certain
eligible accounts receivable from Braintree.  

The Settlement Agreement between the parties buys out Braintree's
obligations under the Sale Agreements.  The salient terms of the
Settlement Agreement are:

A. Settlement Amount

   Braintree must pay the Debtors $2,350,000 in cash.

B. Termination of Security Interests

   Upon payment of the Settlement Amount, Braintree will be
   authorized to terminate the Debtors' ownership and security
   interests in Braintree's assets, including but not limited to
   Braintree's accounts receivable, and the Debtors' ownership
   and security interests in the assets will be deemed to have
   been terminated.  Braintree will prepare, and the Debtors will
   execute and hold in escrow, appropriate UCC termination
   statements and deliver them to Braintree.

C. Mail Forwarding Instructions

   Braintree will inform the Debtors where to send any payments
   or correspondence that the Debtors receive in the lockbox
   accounts related to Braintree's accounts receivable.  
   Braintree will be responsible for informing all third party
   payors as to where incoming payments should be redirected.  
   Any payments received by the Debtors after consummation of the
   Settlement Agreement will not be property of the Debtors'
   estates and will be turned over to Braintree or its assignee.

D. Transfer of Liens to Proceeds

   The conclusion of the relationship between the Debtors and
   Braintree, and the termination of the Debtors' ownership and
   security interests in Braintree's assets, will bind any and
   all parties that may assert a lien, claim or interest in or to
   the Sale Agreements or any prior agreements, with any liens
   transferring to the proceeds.

E. Mutual Releases

   The Settlement Agreement also provides for an exchange of
   mutual releases by the Debtors and Braintree on their own
   behalf and on behalf of each of their present and former
   directors, officers, employees, agents, representatives,
   attorneys, accountants, underwriters, advisors and certain
   affiliates.

F. Termination of Bank Agreements

   The Debtors and Braintree will direct The Huntington National
   Bank to:

      (1) terminate the lockbox agreements relating to the Sale
          Agreements;

      (2) remit all funds that are in Braintree's Lockbox
          Accounts to the credit and direction of the Debtors and
          remit all funds and correspondence received to
          Braintree;

      (3) terminate the zero balance agreement relating to the
          Sale Agreements; and

      (4) use reasonable efforts to provide Braintree with
          documents relating to account activity in the Lockbox
          Accounts.  Braintree will be responsible for all bank
          fees and charges related to Braintree's Lockbox
          Accounts.

G. Dismissal of Actions

   The Debtors will file stipulations of dismissal, with
   prejudice, dismissing any and all claims brought against
   Braintree in the adversary proceeding pending against
   Braintree in the Ohio Bankruptcy Court and the Ohio state
   court action, NPF XII, Inc. et al. v. PhyAmerica Physicians
   Group, Inc., et al., Court of Common Pleas, Franklin County,
   Ohio.  The Debtors will prepare, execute and hold in escrow
   the Stipulations pending payment of the Settlement Amount.   
   (National Century Bankruptcy News, Issue No. 26; Bankruptcy
   Creditors' Service, Inc., 215/945-7000)


NAT'L WATERWORKS: Extends Pending Consent Solicitation to Nov. 19
-----------------------------------------------------------------
National Waterworks, Inc. (NATLWW) announces an extension of its
pending consent solicitation amend the Restricted Payments
covenant in the indenture governing its 10.50% Senior Subordinated
Notes due 2012 to permit payment of the dividend as described in
the Consent Solicitation Statement dated October 29, 2003.

The expiration date for the Consent Solicitation has been extended
from 5 p.m., New York City time, on November 12, 2003, to 5 p.m.,
New York City time, on November 19, 2003, unless further extended.

The Consent Solicitation is subject to the terms and conditions of
the Consent Solicitation Statement, as amended hereby. This
announcement amends and supplements the Consent Solicitation
Statement solely with respect to the expiration date described
above. All other terms and conditions of the Consent Solicitation
Statement remain in full force and effect.

Questions related to the Consent Solicitation should be directed
to Goldman, Sachs & Co., 85 Broad Street, New York, New York
10004, Attn: Credit Liability Management, (800) 828-3182, in its
capacity as a solicitation agent in connection with the Consent
Solicitation.

National Waterworks (S&P, BB- Corporate Credit Rating, Negative)
distributes a full line of pipes, fittings, valves, meters, fire
hydrants and other components that are used to transport clean
water and wastewater between reservoirs and treatment plants and
residential and commercial locations. Its products are integral to
building, repairing, and maintaining waste and wastewater (sewer)
systems and serve as part of the basic municipal infrastructure.
Through its network of over 130 branches in 35 states, it sells
directly to municipalities and to contractors who serve
municipalities and also perform residential, commercial and
industrial waterworks projects.


NETBANK INC: Low-B Ratings Withdrawn After Early Debt Repayment
---------------------------------------------------------------  
Standard & Poor's Ratings Services withdrew its ratings, including
its 'B+/Negative/B' counterparty credit ratings, on NetBank Inc.

"The withdrawal of ratings is the result of the firm's early
repayment of the $26 million remaining portion of its convertible
subordinated debt due June 2004," said Standard & Poor's credit
analyst Baylor A. Lancaster.

NetBank Inc. is a $5.1 billion asset Internet-only bank, whose
subsidiaries include Market Street Mortgage and Resource
Bancshares Mortgage Group Inc., whose activities are focused on
retail and wholesale mortgage originations.


NORTEL NETWORKS: Expects to File Q3 Form 10-Q on November 19
------------------------------------------------------------
Nortel Networks Corporation (NYSE:NT)(TSX:NT) announced that it
will notify the United States Securities and Exchange Commission
that it plans to avail itself of a five day extension to the
November 14, 2003 deadline for the filing of its Form 10-Q Report
for the quarterly period ended September 30, 2003. When filed,
Nortel Networks does not expect to report any material differences
from the preliminary financial results for the third quarter of
2003 released on October 23, 2003.

On October 23, 2003, Nortel Networks announced its intention to
restate its financial results for the years ended December 31,
2000, 2001 and 2002 and the quarterly periods ended March 31 and
June 30, 2003 as a result of its previously announced
comprehensive asset and liability review and other related
reviews. The Company is working to finish the complex task of
completing the restatements including the financial information
to be included in the Third Quarter 2003 Form 10-Q.

The Company expects to file its Third Quarter 2003 Form 10-Q with
the SEC no later than November 19, 2003 and its applicable
financial statements for the third quarter of 2003 with Canadian
regulatory authorities no later than November 28, 2003 (within
the periods permitted for timely filings). The Company continues
to expect to file the restated financial statements for the other
relevant periods at the earliest possible time in the fourth
quarter of 2003.

The financial results of Nortel Networks Limited, Nortel
Networks Corporation's principal operating subsidiary, are fully
consolidated into Nortel Networks results. NNL's financial
statements will also be restated as a result of the comprehensive
asset and liability review and other related reviews. NNL's
preferred shares are publicly traded in Canada. NNL will also
notify the SEC of its plan to avail itself of a five day
extension to the November 14, 2003 deadline for the filing of the
Third Quarter 2003 Form 10-Q. NNL expects to make its filings
with the SEC and the Canadian regulatory authorities at the same
time as the Nortel Networks filings.

Nortel Networks (S&P, B Corporate Credit Rating, Stable) is an
industry leader and innovator focused on transforming how the
world communicates and exchanges information. The company is
supplying its service provider and enterprise customers with
communications technology and infrastructure to enable value-added
IP data, voice and multimedia services spanning Wireless Networks,
Enterprise Networks, Wireline Networks, and Optical Networks. As a
global company, Nortel Networks does business in more than 150
countries. This press release and more information about Nortel
Networks can be found on the Web at http://www.nortelnetworks.com


NORTHWESTERN: Sr. Vice President Daniel K. Newell Resigns
---------------------------------------------------------
NorthWestern Corporation (OTC Pinksheets: NTHWQ) reported that
Daniel K. Newell has resigned as senior vice president of
NorthWestern effective immediately.

Newell will remain as president and chief executive officer of
Blue Dot Services Inc., NorthWestern's heating, ventilation and
air conditioning subsidiary, a position he has held since June
2001, until Blue Dot completes the sale of its remaining
businesses as part of NorthWestern's Chapter 11 restructuring.

In addition, Newell is resigning his position as managing director
and chief executive officer of NorthWestern Growth Corporation and
is resigning from the board of directors of NorthWestern Growth
and Expanets, Inc. Newell will remain on the board of directors of
Blue Dot and CornerStone Propane Partners, G.P. during the
transition.

NorthWestern Corporation is one of the largest providers of
electricity and natural gas in the Upper Midwest and Northwest,
serving more than 598,000 customers in Montana, South Dakota and
Nebraska. NorthWestern also has investments in Expanets, Inc., a
nationwide provider of networked communications and data services
to small and mid-sized businesses, and Blue Dot Services Inc., a
provider of heating, ventilation and air conditioning services to
residential and commercial customers.


NRG ENERGY: Reaches Claim Settlement Agreement with FirstEnergy
---------------------------------------------------------------
FirstEnergy Corp. (NYSE: FE) has reached an agreement with NRG
Energy, Inc., with regard to a never-completed sale of four
FirstEnergy power plants to NRG Energy. Under the agreement,
FirstEnergy's claim against NRG Energy would be allowed in the
amount of $396 million, subject to U.S. Bankruptcy Court approval.

NRG Energy and certain of its subsidiaries filed voluntary
bankruptcy petitions in U.S. Bankruptcy Court in the Southern
District of New York in May of 2003. Pursuant to NRG Energy's
proposed Plan of Reorganization, FirstEnergy, as an unsecured
creditor, would receive a settlement value of approximately 50
cents on the dollar, or an estimated value of $198 million, with
payment in the form of cash, notes and common stock, as indicated
below:

- 12 percent in cash, or $23.8 million,

- 15.2 percent in notes, with an estimated value of $30.2 million,
  and

- 72.8 percent in new NRG Energy common stock, which is expected
  to be issued by the reorganized company. Based on the stock's
  nominal value, as estimated in the Plan of Reorganization, the
  shares allocated to FirstEnergy would be worth approximately
  $144 million. The actual market value of the shares will be
  determined after trading begins in the public market.

The settlement is related to NRG Energy's guarantee of obligations
of its Able Acquisitions LLC affiliate's 2002 agreement to buy
FirstEnergy's Ashtabula, Bay Shore, Eastlake, and Lakeshore plants
for $1.5 billion. The sale was never completed.

FirstEnergy is a registered public utility holding company
headquartered in Akron, Ohio. Its subsidiaries and affiliates are
involved in the generation, transmission and distribution of
electricity; exploration and production of oil and natural gas;
transmission and marketing of natural gas; and energy management
and other energy-related services.


OBAN MINING: Ex-Auditor Hoogendoorn Airs Going Concern Doubts
-------------------------------------------------------------
Effective November 5, 2003, Oban Mining Inc.'s Board of Directors
and the Audit Committee of the Board of Directors approved the
appointment of Dohan & Company to serve as the Company's
independent accountant to audit the Company's financial
statements.  The engagement of Dohan & Company was effective on
November 5, 2003.  

Effective November 5, 2003, the Company dismissed Hoogendoorn
Vellmer, Chartered Accountants, as independent auditors of Oban
Mining Inc.  The Audit Committee approved the dismissal.  The
audit reports of Hoogendoorn Vellmer on the financial statements
of the Company as of and for the years ended December 31, 2002 and
2001 contained an emphasis paragraph as to the uncertainty of the
Company's ability to remain a going concern.  

Hoogendoorn Vellmer has not reported on the Company's financial
statements for any periods subsequent to December 31, 2002.


OHIO AIR: Fitch Rates TE's Unsec. Pollution Control Bonds at BB
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to the anticipated
issuance of $5.7 million Ohio Air Quality Development Authority
pollution control revenue refunding bonds, series 1999-A (The
Toledo Edison Company [TE] Project). The bonds are to be
remarketed during the week of Dec. 1, 2003, with Morgan Stanley
and McDonald Investments Inc. as remarketing agents, and are
secured solely by payments from TE. The Rating Outlook is Stable.
The ratings reflect TE's weak interest coverage ratios and high
debt levels including off-balance sheet financing. The ratings
also assume that Davis-Besse will restart around year-end 2003
allowing the de-leveraging process at TE, which has been slowed by
cash flow pressures associated with the ongoing outage, to
accelerate. The Stable Rating Outlook reflects Fitch's view that
TE could withstand further delay to DB restart into the spring of
2004 without triggering a ratings downgrade. TE owns a 48.6%
interest in the 883-mW nuclear plant and the remainder is owned by
affiliate Cleveland Electric Illuminating. FirstEnergy will be
required to demonstrate to the NRC that it has addressed all
safety/management issues at the unit, including leadership and
oversight issues, before the commission will allow the plant to
resume commercial operation. Management expects to have the plant
ready for restart in December 2003.

TE recently filed a proposal with the Public Utility Commission of
Ohio to adopt either a competitive bidding process that would
shift energy supply and price risk to customers or a rate
stabilization plan that would provide standard offer service at
stable prices through 2008. The proposed RSP extends customer rate
credits but offsets potentially reduced cash flows due to
cessation of the generation transition charge with the adoption of
a rate stability charge, and delays the required transfer of TE's
generating capacity.

The RSP also addresses PUCO concerns regarding energy supply price
volatility. PUCO can elect to terminate the RSP 12 months after
giving notice if a competitive bid process that would provide
greater benefits to customers becomes a viable option. Fitch
believes that PUCO adoption of TE's proposed RSP would be
constructive for bond holders, with the benefit of relatively
well-defined cash flows expected to outweigh the commodity risk
associated with fixed tariffs through 2008, especially in light of
the utility's generation portfolio. The filing requests an order
from PUCO by year-end 2003.


OMI CORPORATION: S&P Assigns Low-B Level Credit & Debt Ratings
--------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to Stamford, Connecticut-based OMI Corporation, an
international shipper of crude oil and refined petroleum products.
In addition, Standard & Poor's assigned its 'B+' senior unsecured
rating to OMI's proposed $150 million debt offering. The senior
unsecured notes are rated two notches below the corporate credit
rating due to the large amount of secured debt relative to assets.
The rating on the senior unsecured notes is based on a review of
preliminary terms and conditions. The outlook is stable.

"The corporate credit rating on OMI Corporation reflects the
company's significant, but carefully managed, exposure to the
volatile tanker spot markets, an active new vessel construction
program, and participation in the competitive, volatile, highly
fragmented, and fixed capital-intensive bulk ocean shipping
industry," said Standard & Poor's credit analyst Kenneth L. Farer.
"These negative factors are partly offset by OMI's favorable
business position as a leading Suezmax and Product tanker
operator with strong market share," the analyst continued. In
addition, the company's average vessel age is young compared to
the world fleet.

Tanker rates increased dramatically late in the fourth quarter of
2002 and have continued at fairly strong levels in 2003, as a
result of the strong demand for oil. Rates are expected to remain
above average through the fourth quarter with continued premiums
paid for double-hulled tankers due to heightened environmental
concerns and the initiation of EU legislation to accelerate the
phase-out of single-hull vessels carrying heavy grades of oil on
Oct. 21, 2003. Global tanker fleets are expected to increase over
the next few years, since the delivery schedule represents a
higher percentage of the existing fleet compared with the capacity
of ships over 20 years old that will likely be scrapped. This
increase may have a negative impact on tanker rates, if the demand
for oil does not increase at the same or higher rate.

At Sept. 30, 2003, the company had approximately $650 million of
lease-adjusted debt outstanding, an increase of over $180 million
from year-end 2001, reflecting the company's many vessel
deliveries. Lease-adjusted debt to capital was 55.9% at Sept. 30,
2003, compared with 54.1% at Dec. 31, 2001, somewhat elevated but
appropriate for the rating. The company's base of fixed time
charters (contracts for a vessel to a specific customer for a
fixed period) and liquidity available under credit facilities
should allow the company to maintain a credit profile consistent
with the rating. Downside risks are limited by the favorable near
to intermediate term industry fundamentals and the company's solid
market position. However, dramatic improvements are unlikely due
to the ongoing fleet renewal program and participation in a
competitive and cyclical market.


ONEIDA LTD: Will Disclose Third Quarter Results on December 3
-------------------------------------------------------------
Oneida Ltd. (NYSE:OCQ) will release its results for the third
quarter ended October 25, 2003 after the market closes on
Wednesday, December 3, 2003. Management will host a conference
call with analysts and investors on Thursday, Dec. 4, 2003 at 9:00
a.m. ET to discuss the Company's results and operating performance
for the third quarter of the fiscal year ending January 31, 2004.
The conference call will be broadcast live over the Internet at
www.oneida.com

To access the webcast, participants should visit the Investor
Relations section of the web site at least 15 minutes prior to the
start of the conference call to download and install any necessary
audio software. This will be archived for 30 days, beginning one
hour after the call.

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

                           *   *   *

As previously reported, Oneida Ltd. (NYSE:OCQ) obtained waivers
through November 21, 2003, from its lenders in regard to the
company's financial covenants and in respect to certain payments
that are due.

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


OWENS-ILLINOIS INC: Closes on Sale of Certain Closure Assets
------------------------------------------------------------
Owens-Illinois, Inc., (NYSE: OI) has closed on the sale of assets
related to the production of plastic trigger sprayers and plastic
finger pumps to Continental Sprayers International, Inc.,
headquartered in St. Peters, Missouri.

Included in the sale are manufacturing facilities in Bridgeport,
Conn., and El Paso, Texas, in addition to related production
assets at the Erie, Pa., plant.  Owens-Illinois will continue to
own and operate the Erie plant as part of its Closure division,
which includes a total of 15 facilities in North America, South
America, Europe and the Asia Pacific region.

"The sale of the trigger sprayer and finger pump product lines
will allow us to focus on the Company's core businesses, improve
liquidity, and allocate capital and other resources where we can
best compete in a global marketplace. Going forward, we plan to
concentrate on key closure product lines including child-
resistant, tamper-evident and dispensing closures," said Terry L.
Wilkison, O-I executive vice president and general manager of the
Plastics Group.

As announced in the Company's third quarter earnings press
release, expected net cash proceeds from the sale are
approximately $50 million, including liquidation of related
working capital, which will be used to reduce debt.

As part of the agreement, Continental has agreed to offer
employment to substantially all active O-I employees associated
with the divested assets. The Company will offer outplacement
services for other affected employees, including the use of
government agencies in helping them search for new jobs.

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

Copies of Owens-Illinois news releases are available at the Owens-
Illinois Web site at http://www.o-i.com   


PARAMOUNT RESOURCES: Sept. 30 Working Capital Deficit Tops $290M
----------------------------------------------------------------
Paramount Resources Ltd. announced its financial and operating
results for the three months ended September 30, 2003.

                    FINANCIAL HIGHLIGHTS (unaudited)

                          Three Months             Nine Months
FINANCIAL              Ended September 30       ended September 30
(thousands of
dollars except for                  %                        %
per share amounts)   2003    2002 Change    2003      2002 Change
-------------------   ----    ---- ------    ----      ---- ------
Gross Revenue        86,940  116,467 -25%   293,486 335,605   -13%

Cash Flow (1)
From operations     29,071  58,661  -50%   124,119 197,814   -37%
Per share - basic    0.48    0.99   -52%      2.06    3.33   -38%
           - diluted  0.47    0.98   -52%      2.05    3.32   -38%

Earnings (loss)
Net earnings (loss) (7,851)  6,180  -227%   (8,663) 51,706  -117%
Per share - basic   (0.13)   0.10  -230%    (0.14)    0.87  -116%
           - diluted (0.13)   0.10  -230%    (0.14)    0.86  -116%

                         REVIEW OF OPERATIONS

Kaybob

Drilling, completion and construction activity in the Kaybob area
increased dramatically in the third quarter compared to second
quarter levels. Three drilling rigs and two service rigs have been
kept active for most of the third quarter. Paramount participated
in the drilling of 16 (12.7 net) wells in the third quarter
resulting in 9 (7.3 net) gas wells, 2 (2.0 net) oil wells and 5
(3.4 net) standing wells. Construction of pipelines and lease
facilities have kept pace with the drilling and completion rigs;
as of November 1, 2003, ten of the wells drilled in the third
quarter have been put on production. Capital spending increased
from $4 million in the second quarter to $21 million in the third
quarter.

Gas volumes averaged 82 MMcf/d in the third quarter. This marginal
increase in production over second quarter (80 MMcf/d) is the
result of gas that was returned to production following plant
maintenance and an increase in drilling and tie in activities
which have added new gas wells to offset property declines.
Current gas production from the Kaybob properties is approximately
90 MMcf/d. Oil and natural gas liquids production averaged 2,505
Bbl/d versus 2,111 Bbl/d in the second quarter 2003. This increase
in production is due to the return of shut-in natural gas liquids,
optimization at the Kaybob West oil property and two new oil wells
that were drilled in the area.

Construction was completed on Paramount's Kaybob North oil
battery. This will significantly lower oil and condensate
operating costs in the area. This facility provides an attractive
alternative to third-party oil processing in the area, and will
generate additional revenue to Paramount. Partner and regulatory
approvals are being sought to expand the Kaybob North oil battery
to include water disposal and heavy oil blending operations. Sour
gas field compression was added in the Pine Creek area to permit
the production of shut-in sour gas and increase the economic
viability to develop sour gas plays in the area. Construction has
started at the Clover gas plant to add plant inlet compression in
order to be able to handle additional volumes of gas that we plan
to place on production in the fourth quarter.

Initial results from the wells drilled in the third quarter as
part of our down-spacing program are very encouraging. Drilling
activity will continue in the fourth quarter to exploit new gas
reserves in existing gas pools. Paramount expects to have three
drilling rigs active in this area for the remainder of the year,
drilling an additional 17 net wells prior to year end. This
activity is planned for the Pine Creek, Clover and Kaybob North
properties. Operations will resume on two wells that were
suspended in the second quarter due to the early spring break-up
in 2003. Production volumes are now expected to exceed the year-
end exit rate targets of 100 MMcf/d of gas and 2,500 Bbl/d of oil
and natural gas liquids for the Kaybob Core Area.

Grande Prairie

The Sturgeon Lake/Mirage Core Area has been renamed the Grande
Prairie Core Area following the sale of the Sturgeon Lake South
assets, which was effective July 1, 2003, and closed October 1,
2003. The sale of Sturgeon Lake included daily production of 1,700
Bbl/d oil and 3.0 MMcf/d gas, and proven reserves at January 1,
2003 of 2.7 MMBbl oil and 4.2 Bcf gas, for a total consideration
of $54.3 million. The Sturgeon Lake South property was our oldest
oil property, having been developed in the late 1950's, and also
incurred the highest per-unit operating costs of any Paramount
property.

The Grande Prairie area exited the third quarter with production
rates of 15.1 MMcf/d of natural gas and 2,300 Bbl/d of oil and
liquids (before the Sturgeon Lake sale). New drilling and tie ins
before the end of the year are expected to increase natural gas
exit rates for the year considerably despite the sale of the
Sturgeon Lake assets.

In Mirage, the shallow gas development program continued, with 13
(9.5 net) wells drilled during the quarter, nine of which were
successful on initial completion and four are awaiting reworks.
Production is presently at 6 MMcf/d from the program with five
additional wells in the process of being tied in.

At Saddle Hills, Paramount successfully drilled the 4-35 Wabamun
well, which tested at rates in excess of 15 MMcf/d and 300 Bbl/d.
The well is presently being tied in and will commence production
in November 2003. The 6-25 Wabamun location spud November 3, 2003
as planned and should have results available prior to the end of
the year.

At Valhalla, production commenced through the newly constructed
Paramount pipeline system; two wells are planned for the fourth
quarter to take advantage of the new infrastructure.

At Shadow and Goose River, three new wells were placed on
production, opening up new properties, which will be areas of
increased activity into the next drilling season.

Budget planning has commenced for 2004, which will see continued
high growth rates in this area. Already 65 potential locations
have been identified with a projected budget tripling that of
2003.

   Northeast British Columbia and Liard, Northwest Territories

All production in this area was adversely affected due to a 14-day
turnaround at the Fort Nelson Plant. Net gas production has been
relatively steady and we are exiting the third quarter at 11
MMcf/d

Paramount has elected to participate in the Chevron Liard 3-K-29
and 2-M-25 wells anticipated to spud early next year. If
successful this will be the fourth Chevron producing well in the
Liard field. The Chevron Liard M-25 well workover was successfully
recompleted for a current net daily production of 10 MMcf/d (0.2
MMcf/d net).

The Clarke Lake c-15-J well was drilled and cased earlier in the
third quarter and is still being evaluated. Paramount is currently
participating in the Clarke Lake Petro-Canada b-57-I well. If
successful, this well could be tied in before year-end.

     Northwest Alberta / Cameron Hills, Northwest Territories

No new drilling or construction projects were initiated in the
Northwest Alberta Core Area during the third quarter due to
seasonal access constraints. Activities have been focused on
identifying opportunities and preparatory efforts required to
execute those projects during the coming winter season. Some of
the more prominent projects include the drilling and tie in of
four gross wells targeting oil in Cameron Hills, N.W.T., and
follow-up drilling to the Haro gas discovery of the first quarter
of 2003.

Net production for the third quarter averaged 21.5 MMcf/d and 900
Bbl/d . Operational challenges associated with wax have prevented
Paramount from realizing the full oil production capabilities from
Cameron Hills this quarter. A wax blockage in the Cameron K-74
gathering line is expected to be cleared late in the fourth
quarter of 2003 and will result in an additional 500 Bbl/d of
production.

    Southern Alberta / Saskatchewan / Montana / North Dakota

Production in the third quarter of 2003 from the Southern Core
Area averaged 9 MMcf/d and 2,179 Bbls/d reflecting the results of
continued property dispositions started late last year. Production
from the Southern Core Area to date in 2003 has averaged 9.5
MMcf/d and 2,618 Bbl/d.

Operations during the third quarter were focused in the Alder
Flats, Chain/Craigmyle and Long Coulee areas of Alberta and
Lougheed, Saskatchewan. In Alder Flats, two Mannville gas wells
were tied in and commenced production in September at a gross rate
of 1.0 MMcf/d. In Chain/Craigmyle, four wells were drilled or
recompleted in the Edmonton formation resulting in four new gas
wells, three of which are currently producing with the fourth
waiting on compression. Gas production additions were also made
from the reconfiguration of the Delia 7-15 compressor station to
lower the inlet suction pressure and from the tie in of solution
gas at the Craigmyle 8-35 Battery. In Long Coulee one Mannville
and one Bow Island well were put on production and a successful
recompletion for a second Bow Island gas well was undertaken. In
Lougheed, Saskatchewan several successful recompletions for
increased Midale oil production were undertaken.

The Southern Core Area has completed the process of consolidation
and focus in the third quarter of 2003. This process has seen the
Southern Core Area divest of smaller interest and non-
operated/non-core properties to pursue the growth of fewer, higher
interest core properties.

                              FINANCIAL

Petroleum and natural gas sales before hedging totaled $96.8
million for the three months ended September 30, 2003, as compared
to $101.6 million for the comparable period in 2002. The decrease
is due to lower production as a result of the disposition of
properties to Paramount Energy Trust in the first quarter of 2003,
offset somewhat by higher natural gas prices as compared to the
third quarter of 2002.

Cash flow from operations for the three months ended September 30,
2003 totaled $29.1 million or $0.47 per diluted common share as
compared to $58.7 million or $0.98 per diluted common share for
the third quarter of 2002. Paramount recorded a net loss for the
current quarter of $7.9 million or $0.13 per diluted common share
as compared to net income of $6.2 million or $0.10 per diluted
common share for the comparable period in 2002. The decreases in
cash flow and net income are due primarily to third quarter pre-
tax commodity hedging losses of $10.4 million and a bad debt
charge of $6 million relating to the bankruptcy of Mirant Canada
Energy Marketing Ltd. as compared to $14.4 million pre-tax
commodity hedging gains in the third quarter of 2002. The majority
of the Company's natural gas hedging contracts expired at the end
of October 2003.

The Company had a natural gas sales contract with Mirant Canada
Energy Marketing Ltd., which was assigned to a third party
effective July 1, 2003, prior to the purchaser filing for
bankruptcy protection under the Companies' Creditors Arrangement
Act on July 15, 2003. The Company was owed approximately $8
million for June natural gas sales which has not yet been
received. The $6 million bad debt provision recorded represents
the Company's best estimate of the portion of the receivable which
may not be collected.

                       U.S. Notes Offering

Paramount Resources Ltd. issued U.S. $175 million of 7-7/8 percent
unsecured Senior Notes due 2010 in the United States on
October 27, 2003, and the proceeds from the offering were used to
repay senior bank debt. In addition, Paramount also closed a new
Senior Credit facility with its existing banking syndicate
totalling $203 million on the same day. The combined debt
financing available is now approximately $430 million. At the end
of the third quarter the Company had $272 million of loans drawn
against its credit facility. The subsequent close of the Sturgeon
Lake property sale has reduced this by a further $54.3 million.

                           OUTLOOK

Paramount has now completed the 18-month process of creating the
Paramount Energy Trust while at the same time maintaining a
significant, albeit lonely, intermediate-sized Canadian
exploration and production company. The Company is now well
financed with a balance sheet positioned to allow it to react to
opportunities which may present themselves; a well defined short
to medium-term growth platform in particular with the down-spacing
program at Kaybob and the inventory of opportunities for growth in
Grande Prairie, and Paramount has established long-term growth
projects at Cameron Hills, Liard, and Colville Lake, all in the
Northwest Territories, as well as significant opportunities for
bitumen development in Northeast Alberta. Paramount has maintained
its long-term perspective on the energy industry in Canada and
looks forward to a period of renewed growth as it moves forward
from this process to unlock shareholder value.

                           REVENUE

Natural gas revenue before hedging totaled $267.3 million for the
nine months ended September 30, 2003, as compared to $204.8
million during the same period in 2002. The increase in natural
gas revenue results from higher commodity prices received during
the period. Stronger natural gas demand resulted in an increase of
98 percent in Paramount's year-to-date average pre-hedged natural
gas sales price to $6.25/Mcf as compared to $3.15/Mcf for the same
period in 2002. Natural gas hedging losses for the nine months
ended September 30, 2003 was $49.2 million. The 2003 year-to-date
average natural gas price after hedging was $5.10/Mcf.

For the three months ended September 30, 2003, natural gas revenue
before hedging totaled $71.7 million as compared to $74.6 million
for the same period in 2002. The 4 percent reduction in quarter-
over-quarter sales was primarily due to the disposition of the
Northeast Alberta assets to the Trust in March 2003. The Northeast
Alberta assets contributed approximately $28 million of natural
gas revenue in the third quarter of 2002. The decline in natural
gas revenue as a result of the Northeast Alberta assets
disposition was partially offset by the increase in the realized
pre-hedged natural gas sales, which averaged $5.74/Mcf for the
three months ended September 30, 2003 as compared to $3.04/Mcf for
the same period in 2002.

Natural gas sales volumes averaged 156.8 MMcf/d to September 30,
2003, as compared to 234.3 MMcf/d reported for the same period in
2002. Third quarter natural gas sales averaged 135.8 MMcf/d, a 48
percent decrease from 259.3 MMcf/d reported for the equivalent
period in 2002. The decrease in natural gas sales is primarily the
result of the disposition of the Northeast Alberta assets to the
Trust and the minor non-core property dispositions. The Northeast
Alberta assets contributed approximately 99 MMcf/d of natural gas
sales volumes in the third quarter of 2002.

Oil and natural gas liquids revenue before hedging for the nine
months ended September 30, 2003 increased 82% to $80.7 million as
compared to $44.4 million for the comparable period in 2002. The
increase in oil and natural gas liquids revenue resulted from
higher commodity prices, the addition of Summit's oil and natural
gas liquids production and new oil production from Cameron Hills.
Stronger oil and natural gas liquids demand resulted in an
increase of 12 percent in Paramount's year-to-date average pre-
hedged oil and natural gas liquids sales price to $38.86/Bbl as
compared to $34.68/Bbl in the same period in 2002. Oil hedging
losses for the nine months ended September 30, 2003 were $5.6
million. The 2003 year-to-date crude oil price after hedging was
$36.18/Bbl.

Oil and natural gas liquids production volumes increased 62
percent to average 7,605 Bbl/d for the nine months ended September
30, 2003 as compared to 4,690 Bbl/d for the comparable period in
2002. The increase was attributable to the combined impact of the
acquisition of Summit, which at the time of acquisition produced
approximately 5,000 Bbl/d of oil and natural gas liquids and the
new oil production from Cameron Hills. Cameron Hills oil
production contributed approximately 310 Bbl/d for the nine months
ended September 30, 2003.

For the three months ended September 30, 2003, oil and natural gas
liquids revenue before hedging totaled $25.0 million as compared
to $27.0 million for the same period in 2002. The average pre-
hedged oil and natural gas liquids price received for the three
months ended September 30, 2003 was $36.50/Bbl as compared to
$37.45/Bbl for the same period in 2002.

Oil and natural gas liquids production volumes totaled 7,461 Bbl/d
in the third quarter of 2003, as compared to 7,832 Bbl/d for the
comparable quarter of 2002. The 5 percent decrease in oil and
natural gas liquids production was due primarily to minor non-core
property dispositions closed during the year, offset somewhat by
new oil production at Sturgeon Lake and Cameron Hills.

                           ROYALTIES

Alberta gas Crown royalties are a cash royalty calculated on the
Crown's share of production using the Alberta Reference Price. The
Alberta Reference Price is the monthly weighted average well head
price for gas consumed in Alberta and gas exported from Alberta
reduced by allowances for transportation and marketing. A
subsequent cost of service credit is applied to account for the
Crown's share of allowable capital and processing fees to arrive
at the net royalty. Generally the Crown's share of production will
increase in a higher price environment.

Royalties for the nine months ended September 30, 2003 averaged
$7.80/BOE or 21 percent of Paramount's average sales price of
$37.78/BOE. This compares to $3.88/BOE or 19 percent of the
average sales price reported for the same period in 2002. The
increased rate results from the higher commodity prices received
during the period, before hedging losses, as compared to prior
year.

For the three months ended September 30, 2003, royalties totaled
$20.9 million as compared to $20.7 during the same period a year
earlier.

                         OPERATING COSTS

For the nine months ended September 30, 2003, operating costs
totaled $58.9 million compared to $62.6 million during the same
period a year earlier.

On a unit-of-production basis, average operating costs increased
22 percent to $6.40/BOE from $5.24/BOE in 2002. This increase is
partially attributable to the higher operating costs of our mature
Sturgeon Lake property, averaging $11.13/BOE for nine months ended
September 30, 2003. The operational challenges that delayed
Paramount in achieving full oil production from Cameron Hills also
increased operating costs per unit in the third quarter of 2003.
The cost optimization will be realized in the fourth quarter once
the Cameron K-74 production is brought on-line. For the three
months ended September 30, 2003, operating costs totaled $21.7
million as compared to $22.1 million for the same period in 2002.

               GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses totaled $14.1 million for the
nine months ended September 30, 2003, as compared to $10.4 million
recorded for the same period a year earlier. On a unit-of-
production basis, 2003 year-to-date general and administrative
expenses increased to $1.53/BOE as compared to $0.87/BOE for the
period ended September 30, 2002. The increase from 2002 is due
primarily to lower overhead recoveries related to lower capital
spending levels compared to prior year. Paramount does not
capitalize any general and administrative expenses.

                           BAD DEBT

The Company had a natural gas sales contract with Mirant Canada
Energy Marketing Ltd., which was assigned to a third party
effective July 1, 2003, prior to Mirant filing for bankruptcy
protection under the Companies' Creditors Arrangement Act on
July 15, 2003. The Company is owed approximately $8 million for
June natural gas sales which has not yet been received. The $6
million bad debt provision recorded represents the Company's best
estimate of the portion of the receivable which may not be
collected.

                         DRY HOLE COSTS

The Company follows the Successful Efforts Method of accounting
for petroleum and natural gas operations. Under this method the
Company capitalizes only those costs that result directly in the
discovery of petroleum and natural gas reserves. The cost of
unproductive wells, abandoned wells and surrendered leases are
charged to earnings in the year of abandonment or surrender. For
the nine months ended September 30, 2003, $21.0 million in dry
hole costs were recorded, as compared to $4.1 million in the same
period of 2002. Of the dry hole expense recorded in 2003,
approximately $16.7 million results from wells drilled in prior
years, which were determined in the current year to be incapable
of production in economic quantities.

      WRITE-DOWN OF US PETROLEUM AND NATURAL GAS PROPERTIES

During the nine months ended September 30, 2003, the Company
recorded a write-down of $9.9 million, representing the remainder
of its petroleum and natural gas assets in California.

                         INCOME TAXES

At December 31, 2002, the Company had accumulated tax pools of
approximately $796 million, which will be available for deduction
in 2003 in accordance with Canadian income tax regulations at
varying rates of amortization. Paramount does not expect to pay
current income taxes in 2003.

In 2003, the Alberta provincial and Canadian federal governments
introduced legislation to reduce corporate taxes. The changes are
considered substantively enacted for the purposes of Canadian GAAP
and, accordingly, the Company's future income tax liability has
been reduced by $33.4 million. The effect of this reduction has
been recognized in the future income tax expense (recovery) for
the nine-month period ended September 30, 2003.

                    CASH FLOW AND EARNINGS

Cash flow from operations for the nine months ended September 30,
2003 totaled $124.1 million or $2.06 per basic common share ($2.05
per fully diluted common share), representing a 37 percent
decrease from the $197.8 million, or $3.33 per basic common share
($3.32 per fully diluted common share) reported for the
corresponding period in 2002. The decrease is due to lower
production levels, as well as commodity hedging losses, offset
somewhat by higher natural gas and oil and natural gas liquids
prices, as compared to prior year. Fully diluted weighted average
shares outstanding totaled 60.5 million for the nine months ended
September 30, 2003.

Cash flow will continue to be directed towards the Company's
capital expenditure program funding ongoing working capital
requirements.

Net loss for the nine months ended September 30, 2003 totaled $8.7
million or $0.14 per basic and fully diluted common share,
compared to net earnings of $51.7 million, or $0.87 per basic
common share ($0.86 per fully diluted common share) reported for
the same period a year earlier. The net loss for the nine month
period is primarily the result of a commodity hedging loss of
$54.7 million, offset by a $33.4 million future tax gain due to
changes in federal and provincial tax rates. A one-time loss on
sale of property and equipment of $21.7 million was recorded as a
result of the disposition of a non-core property in Alberta.

                     SUBSEQUENT EVENTS

On October 1, 2003, the Company sold its Sturgeon Lake properties
in the Grande Prairie Core Area, including the associated oil
batteries and gas plants, to an unrelated third party for proceeds
of $54.3 million. The carrying value of this property included in
property, plant and equipment was approximately $36 million,
resulting in a pre-tax gain on sale of approximately $18 million.

On October 27, 2003, the Company replaced its existing credit
facility with a new $203 million committed revolving/non-revolving
term facility with the same syndicate of Canadian chartered banks.
Borrowings under the facility bear interest at the bank's prime
lending rate, bankers' acceptance or LIBOR rates plus applicable
margins, ranging from 50 to 300 basis points, dependent on certain
conditions. The revolving nature of the new facility expires on
March 31, 2004. The Company may request an extension on the
revolving credit facility of up to 364 days, subject to the
approval of the lenders. To the extent that any lenders
participating in the syndicate do not approve an extension, the
amount due to those lenders will convert to a 1-year non-revolving
term loan with principal due in full on March 31, 2005. Advances
drawn on the facility are secured by a first floating charge over
all the assets of the Company.

The Company issued U.S. $175 million of 7 7/8 percent Senior Notes
due 2010 on October 27, 2003. Interest on the notes is payable
semi-annually, beginning in 2004. The Company may redeem some or
all of the notes at any time after November 1, 2007 at redemption
prices ranging from 100 percent to 103.938 percent of the
principal amount, plus accrued and unpaid interest to the
redemption date, depending on the year in which the notes are
redeemed. In addition, the Company may redeem up to 35% of the
notes prior to November 1, 2006 at 107.875 percent of the
principal amount, plus accrued interest to the redemption date,
using the proceeds of certain equity offerings. The notes are
unsecured and rank equally with all of the Company's existing and
future unsecured indebtedness.

                 RECENT ACCOUNTING PRONOUNCEMENTS

Variable Interest Entities

The Canadian Institute of Chartered Accountants ("CICA") recently
issued Accounting Guideline No. 15, Consolidation of Variable
Interest Entities. The Guideline requires the consolidation of
entities in which an enterprise absorbs a majority of the entity's
expected losses, receives a majority of the entity's expected
residual returns, or both, as a result of ownership, contractual
or other financial interests in the entity. Currently, entities
are generally consolidated by an enterprise when it has a
controlling financial interest through ownership of a majority
voting interest in the entity. The Guideline applies to annual and
interim periods beginning on or after November 1, 2004, except for
certain disclosure requirements. Entities should provide
disclosures about variable interest entities in which they hold
significant variable interests for periods beginning on or after
January 1, 2004. The Company does not expect the implementation of
this Guideline to have a material impact on its financial
statements.

                  Asset Retirement Obligation

The Canadian Institute of Chartered Accountants recently issued
section 3110 - Asset Retirement Obligation which addresses
statutory, regulatory, contractual and other legal obligations
associated with the retirement of a tangible long-lived asset that
results from its acquisition, construction, development or normal
operation.

Under Section 3110, asset retirement obligations are initially
measured at fair value at the time the obligation is incurred with
a corresponding amount capitalized as part of the asset's carrying
value and depreciated over the asset's useful life using a
systematic and rational allocation method.

On initial recognition, the fair value of an asset retirement
obligation is determined based upon the expected present value of
future cash flows. In subsequent periods, the carrying amount of
the liability would be adjusted to reflect (a) the passage of
time, and (b) revisions to either the timing or the amount of the
original estimate of undiscounted cash flows.

The change in liability due to the passage of time is measured by
applying an interest method of allocation to the opening liability
and is recognized as an increase in the carrying value of the
liability and an expense. The expense must be recorded as an
operating item in the income statement, not as a component of
interest expense. A change in the liability resulting from
revisions to either the timing or the amount of the original
estimate of undiscounted cash flows is recognized as an increase
or decrease in the carrying amount of the liability with an
offsetting increase or decrease in the carrying amount of the
associated asset.

As of January 1, 2003, the amount to be recorded as the fair value
of the liability was estimated to be $30.2 million.

     Stock-Based Compensation and Other Stock-Based Payments

In December 2001, The Canadian Institute of Chartered Accountants
issued Handbook Section 3870, Stock-Based Compensation and Other
Stock-Based Payments, which requires fair value accounting for all
stock-based payments to non-employees, and for employees awards
that are direct awards of stock, or call for settlement in cash or
other assets, and for stock appreciation rights. For all other
employee awards, the present standard allows disclosure of pro
forma net income and pro forma earnings per share in the income
statement. In October 2003, the Canadian Institute of Chartered
Accountants amended Handbook Section 3870 to require recognition
of expense, based on the fair value method, for all employee
stock-based compensation transactions for fiscal years beginning
on or after January 1, 2004.

The Recommendations of the Section should also be applied to the
following awards that are outstanding at the start of the first
fiscal year beginning on or after January 1, 2002 in which date of
adoption of this Section is initially applied:

(a) awards that call for settlement in cash or other assets;

(b) stock appreciation rights that call for settlement by the
    issuance of equity instruments; and

(c) any other award that is modified so as to become an award
    included in (a) or (b) above. The award should be accounted
    for as a new award, and not using modification accounting.

The cumulative amount, applicable to (a) or (b) above, that would
have been recognized in prior years had this Section been applied,
less any amount previously recognized, should be recognized as the
effect of a change in accounting policy and charged to opening
retained earnings for the fiscal year in which this Section is
initially applied, without restatement of prior periods.

For awards other than those described above, this Section is
adopted for fiscal years beginning on or after January 1, 2004.

We plan to adopt the fair-value method of accounting for stock
options in the fourth quarter of 2003. We plan to apply the fair-
value based method prospectively, whereby compensation cost will
be recognized for all options granted on or after January 1, 2003.
This alternative is only available to companies that elect to
adopt the fair-value method of accounting for stock-based
compensation for fiscal years beginning before January 1, 2004.
The impact of adopting the fair-value based method is expected to
be immaterial in 2003.

At September 30, 2003, Paramount Resources' balance sheet shows
that its total current liabilities exceeded its total current
assets by about $290 million.

Paramount Resources Ltd. is involved in the exploration and
development of petroleum and natural gas primarily in western
Canada. The interim consolidated financial statements are stated
in Canadian dollars and have been prepared by management in
accordance with Canadian generally accepted accounting principles.  

                         *     *     *

As previously reported, Moody's rated Paramount Resources Ltd.'s
proposed US$150 million of seven-year senior unsecured notes at
B2. Proceeds will repay Canadian dollar bank debt.

With a stable rating outlook, Moody's also assigned the following
ratings:

     i) senior implied rating at B2

    ii) senior unsecured issuer rating at B3

Paramount Resources Ltd. is located in Calgary, Alberta, Canada.


PG&E NATIONAL: NEG Committee Turns to Kaye Scholer for Advice
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of National Energy
and Gas Transmission Inc. sought and obtained the Court's
authority to retain Kaye Scholer LLP as counsel, nunc pro tunc to
August 6, 2003, pursuant to Section 1103(a) of the Bankruptcy
Code and Rule 2014 of the Federal Rules of Bankruptcy Procedure.

Kaye Scholer will:

   (a) advise the NEG Creditors Committee with respect to its
       rights, duties and powers in NEG's Chapter 11 proceeding;

   (b) assist and advise the NEG Creditors Committee in its
       consultation with NEG relative to the administration of
       its Chapter 11 case;

   (c) assist the NEG Creditors Committee in analyzing the claims
       of NEG creditors and NEG's capital structure and in
       evaluating NEG's negotiations with the holders of claims
       and equity interests;

   (d) assist the NEG Creditors Committee in its investigation of
       NEG's assets, liabilities, financial condition and
       operation of its businesses;

   (e) assist the NEG Creditors Committee in its analysis of, and
       negotiations with, NEG or any third party concerning
       matters related to:

       -- the assumption or rejection of non-residential real
          property leases and executory contracts;

       -- asset dispositions;

       -- financing and other transactions; and

       -- the terms of a reorganization plan and accompanying
          disclosure statement and related plan documents;

   (f) assist and advise the NEG Creditors Committee as to its
       communications to the general creditor body regarding
       significant matters in NEG's Chapter 11 case;

   (g) represent the NEG Creditors Committee at all hearings and
       other proceedings;

   (h) review and analyze applications, orders, statements or
       operations and schedules filed with the Court and advise
       the NEG Creditors Committee as to their propriety;

   (i) assist the NEG Creditors Committee in preparing pleadings
       and applications as may be necessary in furtherance of the
       NEG Creditors Committee's interests and objectives; and

   (j) perform other legal services as may be required or are
       otherwise deemed to be in the interest of the NEG
       Creditors Committee in accordance with its powers and
       duties as set forth in the Bankruptcy Code, Bankruptcy
       Rules or other applicable law.

Kaye Scholer will be compensated on an hourly basis in accordance
with its ordinary and customary hourly rates for services
rendered.  The firm's current hourly rates are:

             Partner                      $455 - 725
             Counsel                       430 - 525
             Associates                    205 - 465
             Paraprofessionals              95 - 185

Kaye Scholer will also be reimbursed of its out-of-pocket
expenses.

All legal fees and related costs and expenses incurred by the NEG
Creditors Committee on account of services rendered by Kaye
Scholer in these Chapter 11 cases will be paid as administrative
expenses of NEG's estate.

Michael B. Solow, Esq., a partner and member of Kaye Scholer,
attests that the firm does not represent or hold any interest
adverse to NEG's estate or its creditors. (PG&E National
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service, Inc.,
215/945-7000)    


PITTSBURGH, PENN: PDP Board Endorses Plan to Solve Fiscal Crisis
----------------------------------------------------------------
Wednesday last week, the Pittsburgh Downtown Partnership's Board
of Directors voted to endorse the Pittsburgh Financial Leadership
Committee Plan as a viable solution to the City of Pittsburgh's
fiscal crisis. The action makes the PDP, a nonprofit organization
which advocates for Downtown businesses and property owners, one
of the first such economic development groups to endorse the
Pittsburgh Financial Leadership Committee Plan.

"The City's current budget crisis and resulting challenges
directly affect those who own Downtown properties and Downtown
businesses," said William E. Hunt, president of the PDP Board of
Directors. "As a result, the PDP Board voted yesterday to formally
endorse the recommendations of the bi-partisan group led by David
Roderick and Elsie Hillman, the Pittsburgh Financial Leadership
Committee."

The Pittsburgh Financial Leadership Committee Plan proposes cost
reductions in 2004 of $40 million and increased revenues generated
by a 1 mill increase in property taxes; a 3 percent increase in
the parking tax; voluntary payments in lieu of taxes by
nonprofits; an increase in the occupational privilege tax
($5/month for all employees making more than $10,000 per year);
and a new tax on all for-profit employers ($8.25 per month for
each employee earning more than $10,000 per year).

"While the Pittsburgh Financial Leadership Committee Plan includes
a parking tax increase and a new business tax that we would, under
any other circumstances, find less than favorable, we as a Board
agreed that their recommendations are the more reasonable and
tolerable of any of the alternative plans, including relief under
Act 47 or municipal bankruptcy," said Hunt. "Any resolution to
this crisis will involve painful decisions. We believe this plan
serves the best interests of the PDP and our constituents."

Established in 1994 by the Downtown business community and
corporate leaders, the Pittsburgh Downtown Partnership is the non-
profit organization dedicated to fostering an accessible, vibrant
clean and safe Downtown. As advocates for our partners in
business, retail, education and the arts, we create and implement
strategies focused on enhancing Downtown residential and
commercial development and transportation, while adhering to our
primary mission of maintaining a clean and safe Downtown.


PRIME RETAIL: Lightstone Ends Voting Pact with Pref. Directors
--------------------------------------------------------------
Prime Retail, Inc. (OTC Bulletin Board: PMRE, PMREP, PMREO)
announced that Prime Outlets Acquisition Company, LLC, an
affiliate of The Lightstone Group LLC, delivered a letter dated
November 12, 2003 to Howard Amster and Gary J. Skoien, the two
preferred directors of Prime Retail, terminating the voting
agreement among the parties relating to the proposed merger
between Prime Retail and the Acquisition Company.

As previously announced, Prime Retail and the Acquisition Company
had entered into an agreement and plan of merger, dated as of
July 8, 2003, pursuant to which the Acquisition Company had
agreed, subject to the terms and conditions contained in the
Merger Agreement, to acquire Prime Retail through a merger.  In
connection with the execution of the Merger Agreement, the
Acquisition Company and Messrs. Amster and Skoien entered into the
Voting Agreement pursuant to which Messrs. Amster and Skoien
agreed to, among other things, vote their shares of Prime Retail
in favor of the Merger.

Pursuant to amendments to the Schedule 13D of David Lichtenstein,
who is the reporting person and owns 85% of the equity and voting
interests of the Acquisition Company, filed with the Securities
and Exchange Commission, the voting agreement was terminated in
recognition of the Company's inability to date to procure the
necessary votes to effectuate the Merger.  The Amendment provides
that, among other things, the reporting person may prior to the
reconvening of the Company's October 30, 2003 special meeting,
which the Company previously announced had been adjourned until
Tuesday, November 18, 2003, and thereafter if the Merger is not
approved, seek to purchase Series A Preferred Stock, Series B
Preferred Stock, Common Stock and other obligations of the
Company, as well as real estate assets of the Company.  A copy of
the Amendment can be obtained free of charge at http://www.sec.gov

After learning about the termination of the Voting Agreement, the
Company confirmed with Messrs. Amster and Skoien that they
continued to support the Merger and intend to continue to vote
their shares in favor of the Merger based on the current terms in
the Merger Agreement.  As previously announced, the vote with
respect to the Merger, originally scheduled for October 30, 2003,
has been adjourned to Tuesday, November 18, 2003.

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

                           *   *   *

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

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

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

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

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

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

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

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

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

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

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

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


PRINT DATA: Retains Stonefield Josephson as New Auditors
--------------------------------------------------------
On October 29, 2003, Print Data Corporation's Board of Directors
dismissed and terminated the engagement of Weinberg & Company,
P.A. as its auditors.

The audit reports of Weinberg & Company, P.A. on the Company's
financial statements for the years ended December 31, 2002 and
2001 contained a modification expressing substantial doubt about
Print Data's ability to continue as a going concern.

The decision to change accountants was recommended and approved by
the Board of Directors of the Company.

On November 5, 2003, Print Data's Board of Directors ratified the
engagement of Stonefield Josephson, Inc., as its auditors.  The
Company authorized Weinberg & Company, P.A. to fully respond to
any and all inquires of Stonefield Josephson, Inc., concerning
Weinberg & Company, P.A.


QUINTEK TECH: JF Research Commences Independent Coverage
--------------------------------------------------------
Quintek Technologies, Inc. (OTCBB:QTEK) announced independent
coverage of the Company has been initiated by JF Research. A copy
of the research report is currently available at
http://www.stockupticks.com. Stock Up Ticks paid a fee to  
contract the services of JF Research to produce this report.
Quintek secured Stock Up Ticks for financial consulting and
advertising services. Quintek will be making the research
available at its corporate Web site http://www.quintek.comin the  
near future.

Quintek is the only manufacturer of a chemical-free desktop
microfilm solution. The company currently sells hardware, software
and services for printing large format drawings such as blueprints
and CAD files (Computer Aided Design), directly to microfilm.
Quintek does business in the content and document management
services market, forecast by IDC Research to grow to $24 billion
by 2006 at a combined annual growth rate of 44%. Quintek targets
the aerospace, defense and AEC (Architecture, Engineering and
Construction) industries.

Quintek's printers are patented, modern, chemical-free, desktop-
sized units with an average sale price of over $65,000.
Competitive products for direct output of computer files to
microfilm are more expensive, large, specialized devices that
require constant replenishment and disposal of hazardous
chemicals.

The company's June 30, 2003, balance sheet discloses a total
shareholders' equity deficit of about $1.3 million.


QUINTEK TECH: Completes Financial Restructuring of $600K Debt
-------------------------------------------------------------
Quintek Technologies, Inc. (OTCBB:QTEK) successfully restructured
roughly $600,000 of its outstanding liabilities.

Agreements have been put in place to reduce outstanding
convertible debt by more than 75%. The debt will be reduced from
over $342,000 down to approximately $75,000.

In January of 2003, when new management was brought into Quintek,
employees and the prior management team signed agreements to
convert $252,213 into preferred stock at a rate of ($0.25) twenty-
five cents per share. Company vendors have agreed to convert
$98,955 in outstanding past due payables into $78,560 of 8% three
year promissory notes.

"This represents a milestone achievement for Quintek," stated
Andrew Haag, Quintek's Chief Financial Officer. Haag continued,
"This dramatic reduction in our liabilities will be evident in our
financial statements and will allow the company to grow more
effectively. Quintek will now be able to focus on growth by
building revenues through increased sales efforts coupled with a
solid product and business development strategy."

Quintek is the only manufacturer of a chemical-free desktop
microfilm solution. The company currently sells hardware, software
and services for printing large format drawings such as blueprints
and CAD files (Computer Aided Design), directly to microfilm.
Quintek does business in the content and document management
services market, forecast by IDC Research to grow to $24 billion
by 2006 at a combined annual growth rate of 44%. Quintek targets
the aerospace, defense and AEC (Architecture, Engineering and
Construction) industries.

Quintek's printers are patented, modern, chemical-free, desktop-
sized units with an average sale price of over $65,000.
Competitive products for direct output of computer files to
microfilm are more expensive, large, specialized devices that
require constant replenishment and disposal of hazardous
chemicals.


RAYOVAC: 4th-Quarter Results Meet First Call Consensus Estimates
----------------------------------------------------------------
Rayovac Corp. (NYSE: ROV) announced Fiscal 2003 fourth quarter
diluted earnings per share of 39 cents and pro forma diluted
earnings per share of 49 cents, meeting First Call Consensus
estimates. This compares to diluted earnings per share of 41 cents
and pro forma diluted earnings per share of 38 cents for the
comparable prior year period.

"In fiscal 2003, Rayovac transformed itself through the
acquisition of both VARTA Consumer Batteries and Remington
Products to become a larger global consumer products company with
a portfolio of world-class brands," said David Jones, chairman and
CEO. "During this year, we diversified our product portfolio,
strengthened our position in international markets and introduced
revolutionary new products, which are all significant
accomplishments contributing to this transformation."

                      Fourth Quarter Results

Results for the fourth quarter and Fiscal 2003 year-end include
those of the consumer battery business of VARTA, acquired on
October 1, 2002. Quarterly comparative historical data for the
acquired operations is not available in U.S. Generally Accepted
Accounting Principles (GAAP) format. All comparisons to Fiscal
2002 exclude VARTA consumer battery business data in the prior
year.

For the fourth quarter, sales were $252.0 million, compared to
$154.3 million for the same period last year. Most of the sales
increase was attributable to the VARTA acquisition. Operating
income was $28.3 million, up from the $25.5 million for the same
period last year. Fiscal 2003 operating income benefited from the
VARTA acquisition offset by $0.9 million of special charges and
$3.9 million of retailer inventory repricing programs. Fiscal 2002
benefited from a $1.4 million change in estimate to 2001
restructuring initiatives.

Pro forma operating income was $33.1 million, up from $24.1
million last year. The pro forma operating income increase was
attributable to the sales growth and integration synergies from
the VARTA acquisition partially offset by the impacts of lower
sales in North America.

Interest expense increased to $9.1 million from $3.8 million last
year, the result of higher debt levels associated with the VARTA
acquisition. Other (income) expense improved $1.3 million versus
last year, the result of favorable foreign currency transaction
gains.

Diluted earnings per share were 39 cents compared to 41 cents last
year. Pro forma diluted earnings per share were 49 cents, an
increase of 29 percent over pro forma diluted earnings per share
of 38 cents last year.

North America sales for the fourth quarter were $108.8 million,
down $13.8 million from the $122.6 million reported last year.
This decline is reflected in part by the anticipated impact of
retailer transition to the new alkaline ("50 percent more")
program as the company completes SKU conversions in preparation
for the important October through December selling period. Despite
this decline in alkaline sales, three of the other product
categories showed sales gains during the quarter; hearing aid
battery sales were up six percent, lighting products increased 13
percent, and rechargeable battery and charger sales increased 20
percent during the quarter, the result of a successful retail
sell-in of the Company's revolutionary new 15 Minute I-C3
rechargeable battery system. This new system will recharge the
Company's I-C3 Nickel Metal Hydride (NiMH) batteries in as little
as 15 minutes or less, setting a new standard for the category.

North America segment profitability was $19.8 million, as compared
to $33.0 million reported last year. The decrease in profitability
was the result of the revenue shortfall, plus gross profit margin
reduction due to product and customer mix changes and the impact
of retailer inventory repricing programs.

The Europe/Rest of World results reflect the benefits of the VARTA
acquisition where sales were $108.7 million, up from $14.1 million
last year. The continued strength of hearing aid battery sales and
Rayovac branded general battery business also contributed to these
favorable results. The region's segment profitability increased to
$14.0 million from $2.0 million last year, largely due to the
benefits of the VARTA acquisition.

In Latin America, sales increased to $34.5 million, up $16.9
million from the same period last year. The sales improvement was
attributable to the VARTA acquisition partially offset by economic
weakness in the region. Latin America segment profitability was
$6.8 million, an improvement of $8.0 million versus last year.
This improvement was the result of stronger sales of alkaline and
zinc carbon batteries, increased gross profit margins and lower
operating expenses as a percent of sales, reflecting our leverage
of fixed operating costs.

                         12-Month Results

Sales for the 12 months ending September 30, 2003 were $922.1
million, compared to $572.7 million for the prior year. Operating
income was $59.6 million, a decrease of five percent over last
year. Fiscal 2003 year- to-date results include $32.6 million in
special charges, and a $6.2 million reduction in net sales
reflecting retailer inventory repricing programs. In Fiscal 2002,
operating income included a $12.0 million bad debt expenses
related to the Kmart bankruptcy and $1.2 million of special
charges related to the closing of a manufacturing facility in
Latin America.

Pro forma operating income was $98.4 million versus $76.2 million
last year, an increase of 29 percent. The increase was
attributable to the benefit of the VARTA acquisition, partially
offset by a decrease in North America segment profitability after
excluding the impact of the Kmart bad debt expense in last year's
results.

Interest expense rose to $37.2 million from $16.0 million last
year, the result of higher debt levels associated with the
additional borrowing on the Company's amended credit facility to
finance the VARTA acquisition. Non- operating expense includes the
write-off of $3.1 million of unamortized debt issuance costs
associated with our previous credit facility, which was replaced
as part of the VARTA acquisition. Other (income) expense improved
$5.0 million versus last year, the result of favorable foreign
currency exchange rates.

Diluted earnings per share for the 12-month period were 48 cents
compared to 90 cents last year. Pro forma diluted earnings per
share for the full Fiscal 2003 were $1.27, a nine percent increase
compared to pro forma diluted earnings per share of $1.16 for the
same period last year.  

North America sales were $376.0 million, down 14 percent from the
$435.5 million reported last year. This decline was primarily
driven by a decline in alkaline sales due to lower volume
resulting from the intense competitive environment and to pricing
adjustments made during the year. North America segment
profitability was $64.8 million, a decrease from $85.5 million
reported last year. The profitability decline is due mainly to the
sales decline and changes in the sales mix. Last year's results
included the Kmart bad debt expense of $12.0 million.

The Europe/Rest of World results were significantly improved,
reflecting the benefits of the VARTA acquisition. Sales in the
region were $421.1 million, up from $52.5 million last year.
Hearing aid battery sales and Rayovac branded battery sales also
contributed to these favorable results. The region's segment
profitability increased to $49.7 million from $5.1 million for the
comparable period last year.

In Latin America, sales increased to $125.0 million from $84.7
million in the same period last year. The sales improvement was
attributable to the VARTA acquisition offset by continuing
economic weakness and political instability in the region. Latin
America segment profitability was $17.7 million versus $5.3
million last year. This improvement was the result of improved
sales and gross profit margins, somewhat offset by increased
operating expenses.

                      Remington Acquisition

On September 30, 2003, the Company closed the acquisition of
Remington Products LLC., which was originally announced on
August 22, 2003. Remington is a leading marketer of foil and
rotary electric shavers, personal care and grooming products for
men and women. Remington's core North American shaving and
grooming products business has grown an average of 18 percent per
year from 1998 through 2002. Internationally, Remington products
are sold through a network of subsidiaries and distributors in
more than 85 countries. Remington is the number one selling brand
of men's and women's foil electric shavers in North America.

To finance the transaction, Rayovac sold $350 million of 8.5
percent senior subordinated notes due 2013 and added $50.0 million
to the term loan portion of the Company's senior credit facility.
On October 29, 2003, Rayovac also successfully completed the
redemption of the remaining Series B and Series D Senior
Subordinated Notes issued by Remington Products Company and
Remington Capital Corp that were not tendered at the time of the
closing of the Remington transaction.

                     Restructuring Initiatives

On October 10, 2002, the Company announced and committed to a
series of restructuring initiatives designed to optimize the
global resources of the combined VARTA and Rayovac organizations,
eliminate surplus manufacturing capacity and functional overhead,
and to rationalize its main North America packaging and
distribution facilities into a single modern facility. As part of
this restructuring, the Company took additional actions in North
America to relaunch its alkaline products, simplify its consumer
product pricing and reduce its cost structure to align with its
new pricing strategy. Total charges for all of the restructuring
initiatives were $38.8 million of which $4.8 million occurred in
the fourth quarter. Total cash costs of the program were $25.2
million for the fiscal year. There will be no additional charges
for these initiatives.

                    Fiscal Year 2004 Outlook

For the fiscal year ending September 30, 2004 the Company expects
diluted earnings per share to be approximately $1.60 to $1.70
based upon current business condition assumptions. This is an
increase of approximately 26 percent to 34 percent over Fiscal
2003 and is based on expectations of the Remington acquisition,
continued synergy benefits of the VARTA acquisition and internal
earnings growth. Organic sales growth for the combined Company is
estimated in the 3 to 4 percent range. Taking the Remington
acquisition into account, we expect combined sales should total
approximately $1.3 billion.

                     Non-GAAP Measurements

To assist investors in the reconciliation of GAAP financial
reporting to pro forma results, which present operating results on
a basis excluding restructuring items, the Company has placed a
financial model on its website detailing all of the items that
historically reconcile the GAAP vs. pro forma income statements.
The model can be found at www.rayovac.com under About
Rayovac/Investor Resources.  

Management, as well as certain investors, use these results of
operations (excluding restructuring items) to help measure the
Company's current and future financial performance and to identify
trends in its financial condition and results of operations. We
believe these measurements provide supplemental and useful
information to assist management and investors in analyzing the
Company's financial position and results of operations, but do not
replace the presentation of the Company's GAAP financial results
and should be read in conjunction with those GAAP results. The
Company has chosen to provide this information to investors to
enable them to perform meaningful comparisons of past, present and
future operating results; and as a means to identify the results
of on-going core operations.

Rayovac Corporation (S&P, B+ Corporate Credit Rating, Stable
Outlook) is a global consumer products company with a diverse
portfolio of world-class brands, including Rayovac, VARTA and
Remington. The Company holds many leading market positions
including: the world's leader in hearing aid batteries; the top
selling rechargeable battery brand in North America and Europe;
and the number one selling brand of men's and women's foil
electric razors in North America. Rayovac markets its products in
more than 100 countries and trades on the New York Stock Exchange
under the ROV symbol.


SAFETY-KLEEN: Asks Court to Settle Frontier Insurance Disputes
--------------------------------------------------------------
For the entirety of these cases, the Safety-Kleen Debtors have
insisted that a major event leading to the commencement of these
proceedings occurred when Frontier Insurance Company entered into
receivership and the Debtors' financial assurance bonds were
cancelled.  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher
& Flom LLP, in Wilmington, Delaware, reminds Judge Walsh that,
before the sale of their Chemical Services Division to Clean
Harbors Environmental Services, Inc., the Debtors were North
America's largest hazardous and industrial waste enterprise,
providing high-quality collection, processing, recycling and
disposal services through a network of more than 250 operating
facilities in 47 states and four Canadian provinces.

Under the Resource Conservation and Recovery Act, the Toxic
Substances Control Act, and analogous state statutes, owners and
operators of waste management facilities must provide financial
assurance of their corrective action obligations.  Under
applicable regulations, owners and operators of waste management
facilities may provide financial assurance through a surety bond
from an approved surety.  Under federal regulations and in
virtually all states, to qualify as an approved surety, a company
must be listed on Circular 570, which is maintained and
distributed by the United States Department of Treasury.

In November 1997, Safety-Kleen Corporation's predecessor, Laidlaw
Environmental Services, Inc., and LESI's then-parent corporation
Laidlaw, Inc., entered into a Letter Agreement with Frontier
pursuant to which Frontier ultimately provided LESI with more than
$200,000,000 in surety bonds.  Under the terms of the Letter
Agreement, Laidlaw delivered to Frontier an Irrevocable Stand-By
Letter of Credit dated November 6, 1997, to secure LESI's
obligations to Frontier.  The LOC was for $28,500,000 and issued
by the Toronto Dominion Bank.

On June 6, 2000, the Department of Treasury issued notification
that Frontier no longer qualified as an acceptable surety on
federal bonds and had been removed from Circular 570 as of May 31,
2000. Consequently, as of May 31, 2000, the Debtors no longer had
compliant financial assurance for many of their facilities.  
Thereafter, and for an extended period of time, the Debtors
negotiated with environmental agencies for additional time to
replace Frontier coverage, and negotiated with providers of
replacement coverage.  The Debtors have replaced Frontier, or made
arrangements for the replacement of Frontier, at all sites where
financial assurance coverage is required, and have replaced
virtually all of the surety bonds that Frontier provided.

In October 2000, Frontier filed proofs of claim against the
Debtors' cases relating to the Frontier Bonds.  Disputes have
arisen relating to the Frontier Bonds, including, without
limitation, the amount of premium, if any, that the Debtors owe
Frontier on account of the Frontier Bonds.

Frontier is in rehabilitation proceedings pending before the New
York Supreme Court for New York County.  On October 15, 2001, the
New York Court found that Frontier was insolvent and entered an
Order of Rehabilitation for Frontier.  The Rehabilitation Order
appointed the Superintendent of the New York Insurance Department
as Rehabilitator of Frontier and authorized the Rehabilitator to
settle claims within his sole discretion.

On June 7, 2002, Safety-Kleen filed a "Notice of Claim Against
Frontier Insurance Company" in the New York Court for breach of
contract for failure to remain an acceptable surety under federal
regulations.

Rather than litigate the matter, the Debtors and Frontier engaged
in extensive discussions and negotiations in an effort to resolve
the Proofs of Claim, the Notice of Claim and other disputes,
including Frontier's demand for premium and interest with respect
to the Bonds.  These negotiations resulted in a successful
resolution.  The Debtors believe that the Settlement Agreement is
a reasonable compromise and is in the best interests of their
estates and creditors.

The significant terms and conditions of the Settlement Agreement
are:

       * The Debtors will pay Frontier $2,100,000 and deliver a
         form of Replacement Collateral to obtain release of the
         LOC and, along with other considerations, in full
         satisfaction of Frontier's Proofs of Claim and other
         demands on the Debtors.  The cash payment will be
         delivered no later than one business day after the
         Effective Date.  If the Effective Date occurs before the
         Final Approval Date, the Debtors will pay Frontier
         $2,100,000 no later than one business day after the
         Final Approval Date.

       * The Debtors will deliver to Frontier a form of
         Replacement Collateral acceptable to Frontier, in an
         amount equal to the aggregate face amount of the Bonds
         that have not yet been released on the date of the
         delivery.  

       * Upon request by the Debtors, the Replacement Collateral
         will be adjusted so that its value is reduced to the
         aggregate face amount of the then-Remaining Frontier
         Bonds.

       * The Bonds pertaining to the Debtors' facility in
         Pinewood, South Carolina, will be deemed released on
         the date when, in accordance with the Pinewood
         Settlement Agreement, the South Carolina Department
         of Health and Environmental Control notifies Frontier
         in writing that the bonds have been released.

       * Any other Bond will be deemed released when the
         Debtors submit written evidence of the release to
         Frontier.

       * Beginning on the Final Approval Date, Safety-Kleen
         Systems, Inc., will pay premiums to Frontier for the
         Remaining Frontier Bonds when due.  The premium will
         accrue at the same rate as applied during the calendar
         year 2000.

       * Frontier will deliver the original LOC with a
         statement canceling the Letter of Credit to TD,
         immediately upon the Debtors' delivery of (i) the
         $2,100,000 and (ii) the Replacement Collateral to
         Frontier.

       * Frontier will immediately deliver the Replacement
         Collateral to the Debtors -- or, if the Replacement
         Collateral is a letter of credit, to the issuing bank,
         with a statement canceling the letter of credit --
         upon the release of the last Remaining Frontier Bonds.

       * The Proofs of Claim and the Notice of Claim will be
         deemed withdrawn as of the date the Debtors deliver
         the $2,100,000 and Replacement Collateral to Frontier.

       * Mutual general releases will be granted by the Debtors
         and Frontier.

       * As of the date the Debtors deliver the $2,100,000 and
         Replacement Collateral to Frontier, Frontier is deemed
         to hold a Class 7 General Unsecured Claim for $1,000,000
         against Safety-Kleen Systems.

Consequently, the Debtors ask Judge Walsh to approve the
Settlement. (Safety-Kleen Bankruptcy News, Issue No. 67;
Bankruptcy Creditors' Service, Inc., 215/945-7000)    


SALOMON BROS: Fitch Ups & Affirms Series 2000-UP1 Note Classes
--------------------------------------------------------------
Fitch Ratings has taken rating actions on the following Salomon
Brothers Mortgage Securities VII, Inc., Mortgage Pass-Through
Certificates:

Salomon Brothers Mortgage Securities VII, Inc., Mortgage Pass-
Through Certificates, Series 2000-UP1

     -- Class A affirmed at 'AAA';
     -- Class B-1 upgraded to 'AAA' from 'AA';
     -- Class B-2 upgraded to 'AA' from 'A';
     -- Class B-3 upgraded to 'BBB+' from 'BBB';
     -- Class B-4 affirmed at 'BB';
     -- Class B-5 affirmed at 'B'.

The upgrades reflect an increase in credit enhancement relative to
future loss expectations and the affirmations on the above classes
reflect credit enhancement consistent with future loss
expectations.


SECURITIZED SALES: Fitch Affirms 3 Classes at Lower-B Levels
------------------------------------------------------------
Fitch Ratings has upgraded 3 and affirmed 12 classes of
Securitized Assets Sales, Inc. residential mortgage-backed
certificate, as follows:

Securitized Assets Sales, Inc. Mortgage Pass-Through Certificates,
Series 1993-1

     -- Class A upgraded to 'AAA' from 'AA'

Securitized Assets Sales, Inc. Mortgage Pass-Through Certificates,
Series 1993-3

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AA';
     -- Class B-2 affirmed at 'A';
     -- Class B-3 affirmed at 'BBB';
     -- Class B-4 affirmed at 'BB';
     -- Class B-5 affirmed at 'B'.

Securitized Assets Sales, Inc. Mortgage Pass-Through Certificates,
Series 1993-5

     -- Class A upgraded to 'AAA' from 'AA';
     -- Class M upgraded to 'AA+' from 'A-'.

Securitized Assets Sales, Inc. Mortgage Pass-Through Certificates,
Series 1993-7

     -- Classes T and F affirmed at 'AAA';
     -- Class B1 affirmed at 'AA+';
     -- Class B2 affirmed at 'A';
     -- Class B3 affirmed at 'BB+';

Securitized Assets Sales, Inc. Mortgage Pass-Through Certificates,
Series 1993-9

     -- Class A affirmed at 'AAA'.

The upgrades are being taken as a result of low delinquencies and
losses, as well as increased credit support levels. The
affirmations are due to credit enhancement consistent with future
loss expectations.


SEAVIEW VIDEO: Needs Additional Financing to Continue Operations
----------------------------------------------------------------
Seaview Video Technology Inc.'s financial statements have been
prepared assuming that the  Company will continue as a going
concern. However, the Company has incurred operating losses of
$2,293,000 and $3,866,000 during the nine months ended September
30, 2003 and 2002, respectively. In addition, during those
periods, the Company has used cash of $2,289,000 and $711,000,
respectively, in its operating activities. The Company has a net
working capital deficiency of $347,000 at September 30, 2003.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.

The Company has devoted significant efforts in the further
development and marketing of products in its Security Products
Segment, which, while now showing improved revenues cannot yet be
characterized as sufficient to fund operations for any period of
time.

The Company's ability to continue as a going concern is dependent
upon (i) raising additional capital to fund operations (ii) the
further development of the Security and DC Transportation Products
Segment products and (iii) ultimately the achievement of
profitable operations. During the nine months ended September 30,
2003, the Company raised $517,000 from the sale of  convertible
debt securities and an additional $1,961,000 from the sale of
common stock. Management is currently addressing several
additional financing sources to fund operations until
profitability can be achieved. However, there can be no assurance
that additional financing can be obtained on conditions considered
by management to be reasonable and appropriate, if at all.


SEMCO ENERGY: Low Cash Flow Spurs S&P to Drop Rating to BB-
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on gas distribution company SEMCO Energy Inc. to 'BB-' from
'BB'. The rating action reflects the reduction in SEMCO's expected
cash flow, which pressures an already weak financial profile.

The outlook is negative. Michigan-based SEMCO currently has about
$490 million of long-term debt and trust preferred stock
outstanding.

"Cash flow deterioration has continued unabated at SEMCO in 2003,
which precipitates this latest ratings downgrade," said Standard &
Poor's credit analyst Scott Beicke. "Credit stability at this
level is incumbent on the sale of Alaska Pipeline Co., the
construction services business breaking even on a cash flow basis,
and SEMCO's ability to continue to work successfully with its bank
group."

Construction services EBITDA figures underpinning the company's
announcement on Nov. 12, 2003 show a dramatic decline from amounts
management had projected as recently as June 2003. Because SEMCO
announced it will pursue a sale of its construction services unit,
Standard & Poor's no longer will incorporate positive cash flow
from this business segment into its analysis. Due to the decline
in expected EBITDA from this business unit relative to prior
expectations, prospective consolidated cash flow protection
metrics for SEMCO will deteriorate significantly from already
weakened levels.

Given the deterioration in SEMCO's cash flow generation
capabilities, improving the company's highly leveraged balance
sheet (total debt including trust-preferred securities accounts
for more than 70% of capital) becomes extremely difficult. SEMCO
is relying on proceeds from its announced sale of Alaska Pipeline,
which carries a book value of roughly $90 million. Execution risk
associated with this transaction will pressure the company until
final closing, expected in early to mid-2004.

In the longer term, the company will have limited cash flow after
capital expenditures to reduce debt. Total expenditures for 2003,
which include limited room for reductions, are budgeted at $30
million to $35 million, a representative run rate for the company.
Cash flow before capital expenditures should not exceed $40
million annually.

The debt to capital and fixed charge covenants in its bank credit
facility pressure SEMCO to execute on its debt-reduction plan by
the second quarter of 2004 to avoid piercing the 65% debt to
capital maximum and the 1.5x fixed charge minimum. (These figures
exclude charges associated with impairments at the construction
services unit.) The lack of cash flow generated by the
construction services business makes SEMCO increasingly reliant on
its bank group. Though Standard & Poor's recognizes SEMCO has had
a good working relationship with the bank group in the past, the
continued deterioration of the company's nonregulated businesses
could leave SEMCO in a weakened negotiating position.

Standard & Poor's would view the sale of SEMCO's construction
services unit as favorable for credit quality given the unreliable
nature of the business' cash flow. Net proceeds of half the unit's
book value (book value is about $40 million after the recent
impairment) are factored into the current ratings. More
importantly, separation from this high-risk business would
strengthen SEMCO's business profile considerably by returning the
company's focus solely to its gas distribution operations.


SIERRA PACIFIC: Reports Improved Third-Quarter 2003 Results
-----------------------------------------------------------
Sierra Pacific Resources (NYSE: SRP) reported net income of $86.9
million, or 28 cents per share, on 183 million shares outstanding,
for the three months ended September 30, 2003. This compares with
earnings of $79.4 million, or 78 cents per share, on 102 million
shares outstanding, in the same quarter of 2002. For the nine
months ended September 30, 2003, the company realized a loss of
$103.1 million, compared with a $268 million loss for the same
period in 2002. The 183 million shares include 65.7 million shares
related to convertible securities.

Overall, the effect of increased volumes resulting from warmer
than normal weather and continuing strong customer growth
experienced by the company's utility subsidiaries during the third
quarter was largely offset by decreases in energy rates set by
previous state regulatory decisions. These factors resulted in
Nevada Power Company showing a modest increase in retail revenues
while Sierra Pacific Power Company's retail electric revenues were
slightly lower. Another factor impacting earnings for the quarter
was higher interest costs on long-term debt.

During the most recent quarter, the company's shareholders
approved the issuance of up to 42.7 million additional shares of
common stock related to the conversion option of convertible notes
sold by the company in February 2003. The mark-to-market
calculation of the fair value of the derivative, which was
completed August 11, 2003, resulted in a pre-tax unrealized gain
of approximately $61.5 million, or $40 million after taxes.

As a result of a judgment issued on September 26 by the Enron
Bankruptcy Court, the company, during the 2003 third quarter, also
increased its reserves for termination payments related to
terminated purchase power contracts, to $40.2 million in pre-tax
interest, or $26.1 million after taxes.

Nevada Power Company's net income in third quarter 2003 was $62.5
million, compared with $79.3 million for the same quarter in 2002.
Sierra Pacific incurred a net loss of $1.3 million, compared with
net income of $12.6 million for the comparable quarter the
previous year.

"The third quarter saw some of the hottest weather on record
including three new power consumption peaks established at both
Nevada Power Company and Sierra Pacific Power Company," said
Walter M. Higgins, chairman and chief executive officer of Sierra
Pacific Resources. "Las Vegas remains the fastest growing city in
the nation and northern Nevada is also among the top growth areas
in the West. I'm proud to say that despite these challenges our
two utilities continue to provide adequate and reliable supplies
of electricity to meet our customers' needs."

                          Nevada Power

Interest charges on long term debt increased as the result of the
adoption of SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity,"
requiring the reclassification of the dividend requirement for
Nevada Power Company's mandatorily redeemable preferred trust
securities to interest charges on long- term debt. Interest
charges on long-term debt for third quarter and nine month periods
ending September 30, 2003 increased over the same periods in 2002.
Additionally, interest charges on long-term debt increased due to
the issuance in October 2002 of $250 million of Nevada Power's
General and Refunding Mortgage Notes, at an interest rate of
10.875%, and the issuance in August 2003 of $350 million of Nevada
Power's General and Refunding Mortgage Notes, at an interest rate
of 9.00%. Also, the company experienced an increase in interest
exposure on terminated contracts of $28 million, or $18 million
after tax.

                      Sierra Pacific Power

For Sierra Pacific Power, interest charges for the three months
ended September 30, 2003 increased slightly, compared to the same
period in 2002. The company experienced higher interest expenses
related to the issuance in October 2002 of $100 million of
additional debt, plus an increase in interest on
delayed/terminated contracts of $12 million, or $8 million after
taxes.

A detailed explanation of Sierra Pacific Resource's third quarter
2003 financial results is available in the company's Form 10-Q for
the quarter ended September 30, 2003, which has been filed with
the Securities and Exchange Commission and is available without
charge through the EDGAR system at the SEC's Web site. The Form
10-Q report will also be posted on the Sierra Pacific Resources
Web site at http://www.sierrapacificresources.com

Headquartered in Nevada, Sierra Pacific Resources (S&P, B+
Corporate Credit Rating, Negative) is a holding company whose
principal subsidiaries are Nevada Power Company, the electric
utility for most of southern Nevada, and Sierra Pacific Power
Company, the electric utility for most of northern Nevada and the
Lake Tahoe area of California. Sierra Pacific Power Company also
distributes natural gas in the Reno-Sparks area of northern
Nevada. Other subsidiaries include the Tuscarora Gas Pipeline
Company, which owns a 50 percent interest in an interstate natural
gas transmission partnership.


SMITHFIELD FOODS: Will Host Q2 Conference Call on Thursday
----------------------------------------------------------    
Smithfield Foods, Inc. (NYSE: SFD) (S&P, BB+ Corporate Credit
Rating, Negative), will announce its fiscal 2004 second quarter
earnings on Thursday, November 20 before the market opens.  The
company will host a conference call at 10:00 a.m., Eastern
Standard Time, Thursday, November 20 to discuss second quarter
results as well as its recent Farmland Foods acquisition.

The call can be accessed live on the Internet at Vcall,
http://www.vcall.com/CEPage.asp?ID=85234. The webcast will be  
archived on the Smithfield Foods web site,
http://www.smithfieldfoods.com/investor/calls.

A fact sheet providing details of Farmland's operations and a
Farmland profit and loss statement for the last 12 months have
been posted on the Smithfield website at
http://www.smithfieldfoods.com/Investor/Calls/.  This
information has also been filed on Form 8-K with the Securities
and Exchange Commission.


SPECIALIZED LEASING: Signs-Up Chavez and Koch as New Accountant
---------------------------------------------------------------
On August 28, 2003, Spealized Leasing Inc.'s engaged Chavez and
Koch, LLP, as its principal accountant to replace its former
principal accountant, Rogelio G. Castro, CPA.  Rogelio G. Castro
was dismissed on August 28, 2003.

The decision to change accountants was approved by the Audit
Committee of the Company.  The reports of the former principal
accountants on the financial statements for the period ending
March 31, 2002, March 31, 2003 and June 30, 2003 were modified to
reflect an uncertainty as to the Company's ability to continue as
a going concern.


SPIEGEL: Moves to Terminate Retirees' Split Dollar Insurance
------------------------------------------------------------
In 1993, the Spiegel Group Debtors implemented a split dollar life
insurance program for the benefit of its senior level associates,
including both officers and non-officers.  In 2000, the Debtors
updated the Split Dollar Insurance Program to a variable split
dollar product for active senior level associates only.  Under the
Split Dollar Insurance Program:

   (a) each participant owns an individual insurance policy;

   (b) before maturity, the Debtors and the Plan Participant
       share the cost of the policy.  The Debtors pay majority of
       the annual premium, while the participant pays an annual
       term premium;

   (c) at maturity or termination, the Debtors and the Plan
       Participant share the policy cash value.  The Debtors'
       cash value share of the policy is calculated as an amount
       equal to the cumulative premium payments made by the
       Debtors on the policy.  At maturity or termination, that
       amount is transferred from the policy to the Debtors.  The
       remaining cash value rests under the Plan Participant's
       control; and

   (d) the plan matures at the later of the date on which the
       Plan Participant turns 65 or the participant's 15th
       anniversary under the plan.

James L. Garrity, Esq., at Shearman & Sterling LLP, in New York,
tells the Court that the Debtors provided each Participant under
the 1993 and 2000 Plans with a brochure describing the particular
Plan and a Split Dollar Life Insurance Agreement.  The agreements
covering the 1993 and 2000 Plans are identical.  By its terms,
the Agreement is terminable by either party at any time.  More
specifically, the Agreement will terminate on "[t]he date on
which either party to the Agreement provides notice in writing to
the other party of the desire to terminate [the Agreement]."

With the exception of two Plan Participants, each Plan
Participant owns the insurance policies.  Accordingly, upon
termination of the Split Dollar Insurance Program, the Plan
Participant has the right to continue the policies at the
Participant's expense at the then current level or at a reduced
benefit level.

On December 31, 2002, the Debtors terminated the Split Dollar
Insurance Program for their active associates, and terminated the
associates' Agreements.  However, at that time, the Debtors
elected to continue the program for their retired associates.  
Mr. Garrity notes that since that time, the Debtors continued to
pay the majority of the annual premiums payable under the life
insurance policies for the retired associates.  At present, the
Split Dollar Insurance Program is being maintained for the
benefit of 29 individuals.  Certain of these individuals own
multiple insurance policies.  Thus, under the program, the
Debtors are actually paying annual premiums on 39 insurance
policies.

Most, but not all, of the Current Plan Participants executed
Agreements when they obtained their life insurance policies.  
According to James M. Brewster, Spiegel's Senior Vice President
and Chief Financial Officer, 10 of the Current Plan Participants
-- owning a total of 14 policies -- failed to execute the
Agreements when they obtained their policies.  Nonetheless, the
Debtors have been paying premiums under those policies in
accordance with the terms of the Agreement and the Participants
have been accepting that benefit.

As part of their restructuring, the Debtors have determined to
terminate the Split Dollar Insurance Program and the Agreements
with the Current Plan Participants.  Although they believe that
terminating the Split Dollar Insurance Program and the Agreements
fall within the ordinary course of their business, out of
abundance of caution, the Debtors seek the Court's authority to
terminate their Split Dollar Life Insurance Program and
immediately cease making payments on insurance policies purchased
by the Current Plan Participants under the Program.

Terminating the Split Dollar Insurance Program and the Agreements
is warranted.  In their discretion, the Debtors continued the
Program for their retired associates in an effort to provide the
retired associates with additional benefits at a time when the
Debtors believed they had the financial ability to do so.  In
2002 and 2003, the Debtors made premium payments totaling
$336,660 and $192,100 for the Plan Participants' benefit.  
Currently, $147,307 remains outstanding for 2003.  The Debtors
project that in 2004 they will be obligated to make premium
payments totaling $335,407, with the first premium payment due in
January 2004.  But in their present financial condition, Mr.
Garrity says that the Debtors cannot justify the expenditure of
those funds.

Upon termination, the Debtors will be relieved of the obligation
to pay the premiums and therefore realize significant savings.  
The Debtors will also recover $3,600,000, which represents
Spiegel's share of the cash value of the policies that it has
funded for the benefit of the Current Plan Participants.  Mr.
Garrity maintains that this cash infusion will benefit the
Debtors.

Under the program, Mr. Garrity explains that the insurer invests
the premiums with the earnings on the investments held for the
Plan Participants' benefit.  Accordingly, the cash value of the
policies is subject to fluctuating interest and investment
earnings before plan maturity.  The Debtors' share of the cash
value of the policies is capped as the amount equal to the sum of
the premiums that they pay.  Whether the Debtors recover that
amount upon termination or maturity will be dependent on market
fluctuations, morality experience and insurance expenses.  
Although upon termination the Debtors will be paid $3,600,000,
Mr. Garrity says that the sum does not represent 100% of the
premiums the Debtors paid under the policies.

Mr. Garrity ascertains that there is no undue prejudice to the
Current Plan Participants.  The Debtors have reserved their right
to terminate the Split Dollar Insurance Program.  In addition,
upon the Program's termination, the Current Plan Participants do
not forfeit their insurance policies.  To the contrary, the
Current Plan Participants have the right to continue their
policies at their expense, at their current benefit level or a
reduced benefit level to reduce their premiums.  The termination
of the program merely shifts the funding of the benefit of the
policies to the Current Plan Participants.

Mr. Garrity further explains that the Debtors' proposed
termination of the Split Dollar Insurance Program does
not violate the Employee Retirement Income and Security Act of
1974.  The Split Dollar Insurance Program is an employee welfare
benefit plan within the meaning of ERISA, and therefore, the
benefits provided under the program are not vested absent a
promise stating otherwise by the employer.  The Agreements
are terminable at will by the Debtors or the Plan Participant.
(Spiegel Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., 215/945-7000)   


STARBAND COMMS: Secures Clearance to Exit Bankruptcy Proceedings
----------------------------------------------------------------
StarBand, America's first consumer high-speed, two-way satellite
Internet provider, received approval from the U.S. Bankruptcy
Court in Delaware to emerge from Chapter 11 protection. This is
the final clearance required from the bankruptcy court for
StarBand to implement its reorganization plan. The effective date
of the emergence should occur by the end of November.

The company filed for Chapter 11 bankruptcy protection on May 31,
2002 following a major dispute with a strategic partner. Through
settlement of this dispute, renegotiations of key contracts,
reductions in staffing offset by increased automation, creation of
a new sales force and continued addition of new customers,
StarBand is poised to emerge a stronger, more financially stable
company.

"StarBand's emergence from Chapter 11 protection is a great
accomplishment and I am very proud of our employees and thankful
to all our partners for helping StarBand these past 18 months,"
said Zur Feldman, StarBand Chairman and CEO. "StarBand launched
great new products, opened many new sales channels, and improved
StarBand's overall operating efficiencies during this period.
StarBand is wiser, stronger, and ready to grow."

Despite the challenges of operating while in Chapter 11, StarBand
launched improved services such as the new commercial-grade
StarBand 480 Pro service with faster speeds, an integrated 4-port
Ethernet router and compatibility with most operating systems, new
residential service plans with pricing as low as $39.99 per month,
and an extended service protection plan providing post-
manufacturer's warranty hardware replacement and repair
reimbursement.

The company's capital structure has significantly improved with
the conversion of approximately $113 million of bank debt to
equity. In addition, approximately $90 million of debt to Gilat
Satellite Networks Ltd. will convert to equity and a $14 million
post-emergence note. Further, StarBand and Gilat have entered into
a new technology and hardware supply agreement providing for $7.5
million in additional financing.

StarBand Communications Inc., headquartered in McLean, Virginia,
is America's first nationwide provider of two-way, always-on,
high-speed Internet access via satellite to residential and small
office customers. In 2003, StarBand introduced its fourth
generation satellite modem, the StarBand 480 Pro, a professional-
strength, network-ready and business-grade modem delivering high
speed connectivity and instant networking capability. StarBand
also launched new Residential price plans with monthly fees as low
as $39.99. The StarBand antenna accommodates both StarBand high-
speed Internet service and DISH Network satellite TV programming
in the continental U.S. StarBand's network comprises customers and
service in all 50 states, Puerto Rico and the U.S. Virgin Islands.
Visit StarBand at http://www.StarBand.com  


TENNECO AUTOMOTIVE: Adjusts Third Quarter 2003 Financial Results
----------------------------------------------------------------
Tenneco Automotive's (NYSE: TEN) third quarter results, as
reported on October 21, 2003, understated net income by $1 million
and earnings per diluted share by 1-cent and overstated revenue
and earnings before interest and taxes for the quarter by $1
million.

In filing its third quarter report on Form 10-Q Thursday, the
company reported third quarter 2003 net income of $4 million, an
increase from $3 million as announced on October 21, 2003, and
earnings per share of 10-cents, an increase from previously
reported 9-cents.  The company reported third quarter revenue of
$914 million, versus $915 million as previously reported, and the
company's EBIT in the quarter was $38 million, down from $39
million as originally reported.

These changes were made as a result of two adjustments.  The first
adjustment was identified in Germany during a routine monthly
review of vehicle platform and customer financial performance.  
The revenue generated from one particular platform was not
recorded properly during a period in the quarter when the company
was transitioning its supply of product from one facility to a
newly opened manufacturing facility.  With the adjustment,
European revenue for third quarter 2003 was $344 million versus
the previously reported $345 million, and European EBIT was a loss
of $3 million instead of a loss of $2 million.

The second adjustment related to the write-off of debt issuance
costs by the company in connection with the refinancing of some of
its debt earlier this year.  The company reported lower interest
expense of $2 million following re-examination of the calculation
of the write-off.

Third quarter 2003 financial statements and reconciliations of
GAAP to non-GAAP results reflecting the adjusted results are
attached.

Tenneco Automotive (S&P, B+ Senior Secured Bank Debt, B Senior
Secured Notes, B- Subordinated Debt Ratings, Stable Outlook) is a
$3.5 billion manufacturing company with headquarters in Lake
Forest, Illinois and approximately 19,600 employees worldwide.
Tenneco Automotive is one of the world's largest producers and
marketers of ride control and exhaust systems and products, which
are sold under the Monroe(R) and Walker(R) global brand names.
Among its products are Sensa-Trac(R) and Monroe Reflex(R) shocks
and struts, Rancho(R) shock absorbers, Walker(R) Quiet-Flow(R)
mufflers and DynoMax(R) performance exhaust products, and
Monroe(R) Clevite(R) vibration control components.


TISSERA INC: Auditor Doubts Ability to Continue Operations
----------------------------------------------------------
On November 4, 2003, Manning Elliott, Chartered Accountants
resigned as Tissera, Inc.'s independent public accountants.

Manning's opinion in its report on the Company's financial
statements for the years ended July 31, 2002 and 2003 expressed
substantial doubt with respect to the Company's ability to
continue as a going concern.



UNITEDGLOBALCOM: Reports Strong Growth for Third Quarter 2003
-------------------------------------------------------------
UnitedGlobalCom, Inc. (Nasdaq: UCOMA) announced its operating and
financial results for the quarter ended September 30, 2003. UGC's
significant and consolidated operating subsidiaries include UGC
Europe, Inc. (Nasdaq: UGCE), a leading pan-European broadband
communications company; and VTR GlobalCom S.A., the largest
broadband communications provider in Chile.

Third Quarter Highlights

-- Revenue for the three months ended September 30, 2003 was
   $475 million, an increase of 23% when compared to the same
   period in 2002. Adjusting for the deconsolidation of UPC
   Germany for the prior period, revenue increased 25%. On a
   sequential basis from the quarter ended June 30, 2003, revenue
   increased by 2% or $9 million.

-- Adjusted EBITDA for the three months ended September 30, 2003
   was $171 million, a 102% or $86 million improvement from $85
   million for the same period in 2002. Adjusting for the
   deconsolidation of UPC Germany for the prior period, Adjusted
   EBITDA improved by 105% or $88 million. On a sequential basis
   from the quarter ended June 30, 2003, Adjusted EBITDA increased
   by 15% or $22 million.

-- Net Income for the three months ended September 30, 2003 was
   $1.7 billion, an increase of $2.0 billion when compared to the
   same period in 2002. This increase primarily relates to: (i)
   consummation of the United Pan-Europe Communications N.V.
   restructuring in September 2003, resulting in a gain of
   approximately $2.1 billion on the early extinguishment of debt,
   and (ii) improved operating results.

-- RGUs at September 30, 2003 were over 9.0 million, a 3.4%
   increase or 298,200 from September 30, 2002. On a sequential
   basis from June 30, 2003, RGUs increased 78,700.

-- Video subscribers at September 30, 2003 were 7.4 million, a
   1.1% increase, or 83,000 from September 30, 2002. On a
   sequential basis from June 30, 2003, video subscribers
   increased 22,600.

-- Voice and Internet subscribers at September 30, 2003 were
   nearly 1.6 million, a 16% increase or 215,200 from
   September 30, 2002. On a sequential basis from June 30, 2003,
   voice and Internet subscribers increased 56,100.

UnitedGlobalCom, Inc.'s September 30, 2003 balance sheet shows a
net capitalization of about $346 million, up from a deficit of
about $4.2 billion recorded nine months ago.

                         Management Comments

Gene Schneider, Chairman and CEO of UGC, said, "We are very
pleased to announce another record quarter for the company,
including over $171 million of adjusted EBITDA. Several other
important milestones were achieved during the period, most
importantly the completion of our European balance sheet
restructuring. UGC also launched an exchange offer for the balance
of the shares in our subsidiary UGC Europe that we do not already
own (approximately 33%). We believe this transaction is in the
best interests of both UGC and UGCE shareholders and, as
disclosed, we expect to complete the exchange offer in mid-
December."

Mike Fries, President and COO of UGC, added, "The third quarter
represented a return to normalized subscriber growth in both
Europe and Chile. During the three months we added over 78,000
RGUs, including over 42,000 Internet customers. These trends have
continued through the fourth quarter with net subscriber additions
of 28,000 in Europe and 10,000 in Chile through November 1, 2003.
Just as significant, our performance in the quarter, together with
the completion of our European restructuring, has brought our
consolidated debt to adjusted EBITDA ratio to approximately 5.3x
on a last quarter annualized basis. By all accounts, we sit in a
very strong financial and operating position and currently expect
to meet our key guidance targets for 2003.

                         UGC Recent Events

UGC Announces Tender Offer: On October 6, 2003, UGC announced that
it had commenced an exchange offer for all of the outstanding
shares of UGC Europe which it does not own. UGC currently owns
66.75% of the outstanding shares of UGC Europe common stock. On
November 12, 2003, UGC announced revised terms to the exchange
offer. Pursuant to the revised terms, UGC is offering to exchange
10.3 shares of its Class A common stock for each share of UGC
Europe common stock that it does not own (approximately 16.6
million shares). The exchange offer is conditioned, among other
things, upon the tender of a sufficient number of shares of UGC
Europe common stock such that, upon completion of the exchange
offer, UGC will own at least 90% of the outstanding common stock
of UGC Europe. If the exchange offer is successfully completed,
UGC will effect a "short-form" merger of UGC Europe, by which UGC
would acquire the remaining shares of UGC Europe for the same
consideration as in the exchange offer. The exchange offer is
scheduled to expire on December 18, 2003. In connection with the
exchange offer, UGC's majority shareholder, Liberty Media
Corporation, has agreed to certain limitations on the exercise of
its preemptive rights to acquire additional shares of UGC Class A
common stock upon the closing of the exchange offer.

Restructuring of Old UGC: UGC's wholly-owned subsidiary, Old UGC,
Inc., which principally owns the company's interests in Latin
America and Australia, has reached an agreement in principle with
certain of its creditors, including UGC and IDT United, Inc. (in
which UGC has a 93.7% fully diluted interest and a 33.3% common
equity interest), on the economic terms for the restructure of Old
UGC's outstanding 10.75% Senior Discount Notes and expects to
formalize a restructuring proposal shortly.

The outstanding principal balance of the Old UGC Notes is $1.262
billion. Of this amount, UGC holds $638 million directly and has
an interest in another $599 million indirectly through IDT United.
Third parties hold approximately $25 million of the Old UGC Notes.
UGC expects that the proposal, if implemented, would result in the
acquisition by Old UGC of the Old UGC Notes held by UGC and IDT
United for Old UGC common stock. Subject to consummation of such
acquisition, UGC expects to acquire the third party interests in
IDT United in which case Old UGC would continue to be wholly owned
by UGC.

Restatement Effects Related to UPC Germany Accounting Issue: UGC
consolidated the financial results of UPC Germany prior to July
2002, since UGC Europe held an indirect approximate 51% majority
voting equity interest. At the end of July 2002, UGC Europe's
ownership interest in UPC Germany was reduced from approximately
51% to approximately 29% as a result of a pre- existing call right
held by the minority shareholder, which became exercisable in
February 2002 as a result of certain events of default under
several of UGC Europe's debt agreements. Accordingly, UGC Europe
deconsolidated UPC Germany effective August 1, 2002. Upon
deconsolidation, UGC Europe's net negative investment in UPC
Germany was EUR 150.3 ($147.9) million. UGC Europe and UGC had
previously concluded that generally accepted accounting principles
precluded the recognition of a gain upon deconsolidation because
there were significant uncertainties regarding the realization of
such gain. Based on further analysis, UGC Europe and UGC revised
their conclusion, and as such UGC Europe and UGC have restated
their consolidated financial statements as of and for the year
ended December 31, 2002 to recognize a gain from the reversal of
this net negative investment, effective August 1, 2002, and UGC
Europe and UGC have restated the unaudited condensed consolidated
financial statements for the quarters ended March 31, 2003 and
June 30, 2003 for the prospective effects of this gain. This
accounting gain will have no impact on UGC Europe's or UGC's
reported Adjusted EBITDA, cash flow, or future earnings.

Founders' transaction update: On August 19, 2003 certain of our
founding stockholders and Liberty entered into a share exchange
agreement pursuant to which the Founders agreed to exchange an
aggregate of 8,198,016 shares of Class B common stock
(representing all of the outstanding shares of our Class B common
stock) for securities of Liberty and cash. This transaction is now
expected to close in early January 2004.

                           Subscribers

UGC continues to focus on growing its total customer base,
particularly in areas where the Company has upgraded its networks
to provide broadband services, primarily in Western Europe and
Chile. RGUs, increased 3.4% or 298,200 from last year's third
quarter to 9.0 million, and increased 78,700 on a sequential basis
from June 30, 2003.

                             Revenue

UGC's revenue for the third quarter ended September 30, 2003 was
$475 million, an increase of 23%, or $90 million from the same
period last year. The increase was due to the appreciation of the
euro relative to the U.S. dollar (approximately $53 million), as
well as increases in RGUs and average revenue per unit in both
Europe and Chile.

                         Adjusted EBITDA

UGC's Adjusted EBITDA for the third quarter was $171 million, a
102%, or $87 million improvement over the same period last year.
Approximately $20 million of that increase was due to the
appreciation of the euro relative to the U.S. dollar, while the
Chilean Peso exchange rate impact was negligible. On a functional
currency basis, UGC Europe and VTR both demonstrated a substantial
increase in Adjusted EBITDA on a year-over-year basis (79% and
63%, respectively), as well as solid increases on a sequential
basis.

                       Capital Expenditures

Capital expenditures for the nine months ended September 30, 2003
were $228 million, a decrease of 2.7%, or $6 million compared to
the same period last year. Capital expenditures for the quarter
ended September 30, 2003 were $95 million, an increase of 113%, or
$50 million compared to the same period last year. On a sequential
basis from the quarter ended June 30, 2003, capital expenditures
increased by 27% or $20 million.

                          Free Cash Flow

Free Cash Flow for the three months ended September 30, 2003 was
$4.2 million, an increase of $109 million compared to the same
period last year. This change is due to a substantial increase in
cash flow from operating activities, which is due to a combination
of several factors, including an appreciation of the euro relative
to the U.S. dollar, an increase in both RGUs and ARPU, ongoing
cost savings (primarily in Europe) and improved working capital
management.

                         EUROPE (UGC Europe)

UGC Europe is a leading pan-European broadband communications
company offering cable television, telephony and high-speed
Internet access services in 11 European countries and serving
approximately 6.9 million video subscribers, 459,600 voice
subscribers and 749,400 Internet subscribers. UGC owns
approximately 66.75% of UGC Europe.

                    Third Quarter Highlights

-- Revenue increased 7.7% or EUR 26 million to EUR 367 million
   (US$414 million) for the three months ended September 30, 2003
   compared to the same period last year. On a sequential basis
   from June 30, 2003, revenue increased by 2.2% or EUR 8 million.

-- Adjusted EBITDA improved 76%, or EUR 60 million to EUR 138
   million (US$155 million) for the three months ended
   September 30, 2003, compared to the same period last year. On a
   sequential basis from June 30, 2003, Adjusted EBITDA increased
   by 15%, or EUR 18 million.

-- Video subscribers at September 30, 2003 were 6.9 million, a
   0.9% increase or 60,100 from September 30, 2002. On a
   sequential basis from June 30, 2003, video subscribers
   increased 15,100.

-- Voice subscribers at September 30, 2003, including UGC Europe's
   broadband cable-phone operations and its traditional voice
   network in Hungary, were 459,600, a 1.1% decrease from
   September 30, 2002. On a sequential basis from June 30, 2003,
   voice subscribers increased 400.

-- Internet subscribers reached 749,400 at September 30, 2003, an
   increase of 20%, or 122,400 from September 30, 2002. On a
   sequential basis from June 30, 2003, Internet subscribers
   increased 26,100.

-- Total RGUs were over 8.1 million at September 30, 2003, an
   increase of 177,600 from September 30, 2002. On a sequential
   basis from June 30, 2003, RGUs increased 41,600. During the
   first nine months of 2003, RGUs increased by more than 76,000,
   which on a run rate basis is below guidance for the year. This
   shortfall is almost entirely related to the implementation of a
   new subscriber management system, involving the consolidation
   of a number of customer databases in the Netherlands, (as
   highlighted in both our Q4 2002 and earlier 2003 results). This
   database consolidation began in Q4 2002 and was effectively
   complete at the end of Q2 2003. This process has had and
   will continue to have a positive impact on UGC Europe's cash
   flow as it has enabled us to improve our near-term cash
   collection.

                     Recent Events - Europe

-- Restructuring Completed: On September 3, 2003, the European
   restructuring was completed and UGC Europe commenced trading on
   the NASDAQ National Market (under ticker symbol UGCE).

-- UPC Polska Restructuring Update: On October 30, 2003, UPC
   Polska, Inc., a subsidiary of UGC Europe, Inc., announced that
   the United States Court has approved UPC Polska's First Amended
   Disclosure Statement with respect to its First Amended Chapter
   11 Plan of Reorganisation. UPC Polska will begin soliciting
   votes from creditors who would receive distributions under such
   Plan. The confirmation hearing on Plan is scheduled for
   December 3, 2003.

-- Internet Marketing Campaign Update: Despite an increasingly
   competitive market for the internet product from ADSL providers
   especially in the Netherlands, UGC Europe's most significant
   internet market, the Company has added more than 73,000
   internet subscribers during the first nine months of 2003, over
   26,000 in the third quarter alone. In July and November 2003
   UGC Europe announced extensions of its chello internet product
   range, offering subscribers a choice of products with different
   connection speeds and price points in the Netherlands, France
   and Austria. We expect these product launches will further
   boost demand for the chello product across our footprint,
   offsetting any downward pressure on average ARPU.

                         CHILE (VTR)

VTR, an indirect wholly-owned subsidiary of UGC, is a leading
broadband communications company offering cable television,
telephony and high-speed Internet access services in Chile and had
approximately 1.7 million homes passed and 1.0 million two-way
homes passed and 486,600 video subscribers, 258,300 voice
subscribers and 114,800 Internet subscribers at September 30,
2003.

Third Quarter Highlights

-- VTR's revenue for the quarter ended September 30, 2003
   increased 22% to CP 40,629 million (US$58.6 million) from
   CP33,407 million (US$47.2 million) for the same period in 2002
   on a local currency basis. On a sequential basis from June 30,
   2003, revenue increased 6.0%.

-- VTR's Adjusted EBITDA for the quarter ended September 30, 2003
   increased 63% to CP 13,110 million (US$18.9 million) from
   CP 8,055 million (US$11.4 million) for the same period in 2002
   on a local currency basis. On a sequential basis from June 30,
   2003, Adjusted EBITDA increased 12%.

-- VTR's video subscribers at September 30, 2003 were 486,600, an
   increase of 5.1% or 23,800 from September 30, 2002. On a   
   sequential basis from June 30, 2003, video subscribers
   increased 8,100.

-- VTR's voice subscribers at September 30, 2003 were 258,300 a
   19% increase or 40,400 from September 30, 2002. This represents
   a 25% penetration rate based on two-way homes serviceable as of
   September 30, 2003 compared to 23% as of September 30, 2002. On
   a sequential basis from June 30, 2003, voice subscribers
   Increased 13,300.

-- VTR's Internet subscribers at September 30, 2003 were 114,800,
   a 94% increase from 59,100 at September 30, 2002. The increase
   was due to continued strong demand for VTR's 300Kbps Broadband
   product as well as its new 64Kbps "Broadband Light" service
   aimed at converting current dial-up users. On a sequential
   basis from June 30, 2003, Internet subscribers increased
   15,700.

Recent Events - Chile

-- VTR awarded "Best Telecom Company in Latin America": Pyramid
   Research recently recognized VTR as the Best Telecom Company in
   Latin America. VTR's peer group consisted of all the Basic
   Telephony, CATV and Broadband companies throughout Latin
   America.

-- VTR awarded "Best Broadband Service" in Chile: Several
   prominent Chilean organizations conducted research among 15,000
   broadband users who selected VTR as the best broadband service
   provider in Chile.

-- Continued strong growth in telephony: Voice lines in service
   increased 17% in the third quarter compared to the same period
   in the prior year, currently totaling 287,200 lines. This
   represents a 28% penetration rate based on two-way homes
   serviceable as of September 30, 2003.

-- Bundling rollout: As of September 30, 2003, triple play
   subscribers were 85,700, an 88% increase compared to the same
   period in the prior year and 10% of total RGUs. As of
   September 30, 2003 bundled RGUs represented 64% of VTR's total
   RGUs within its triple play footprint.

                      Other Investments

Austar Update: In August, Austar United Communications Ltd.
(Austar) completed its equity rights issue and raised
approximately A$75.0 million in additional capital. As a result,
UGC currently owns indirectly approximately 38% of Austar United.
Based on the closing price of Austar's common stock (ASX: AUN.AX)
of A$0.385 on November 12, 2003, UGC's 38% interest (446 million
shares) has a market value of A$172 (US$123) million.

-- Austar's revenue was flat for the nine months ended
   September 30, 2003 at A$240 million compared to the same period
   in the prior year, while adjusted EBITDA increased 285% to
   A$37.1 million over the same time period. In addition,
   subscribers as of September 30, 2003 were 421,700, an increase
   of 3.7% compared to September 30, 2002.

SBS Broadcasting: UGC owns indirectly a 21% interest (6 million
shares) of SBS Broadcasting. Based on the closing price of SBS
Broadcasting's common stock (Nasdaq: SBTV) of $30.58 on
November 12, 2003, UGC's interest has a market value of $183
million.

UGC 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
September 30, 2003, UGC's networks reached approximately 12.6
million homes passed and 9 million RGUs, including approximately
7.4 million video subscribers, 717,900 voice subscribers, and
868,000 high speed Internet access subscribers. UGC's significant
and consolidated operating subsidiaries include UGC Europe, Inc.
(UGC Europe) (Nasdaq: UGCE), a leading pan-European broadband
communications company; and VTR GlobalCom S.A. (VTR), the largest
broadband communications provider in Chile.


UNITY WIRELESS: September Net Loss Whittles Down to $1.14 Mill.
---------------------------------------------------------------
Unity Wireless Corporation (OTCBB: UTYW), a developer of fully
integrated RF subsystems and power amplifiers, announced results
for its third quarter and nine months ended September 30, 2003, as
reported in the Company's Form 10Q-SB filed with the Securities
and Exchange Commission. The Company also provided an overview of
its current business.

        RESULTS FOR THE THIRD QUARTER AND NINE MONTHS
                ENDED SEPTEMBER 30, 2003

Net sales for the nine months ended September 30, 2003 remained
relatively constant at $2.156 million from $2.157 million for the
nine months ended September 30, 2002. However, third quarter
sales decreased by $292 thousand from the third quarter of last
year and $1.59 million from the prior quarter. These decreases
are primarily a factor of the slowness in the realization of
projects from the Company's customer base.

Despite sales remaining relatively constant, costs of sales, net
of stock-based compensation and write-down of $190,616 in
inventory, decreased by 20% or $369 thousand, resulting in a
gross margin of 32% for the nine months ended September 30, 2003
compared to 15% for the nine months ended September 30, 2002. The
decrease in cost of sales and increase in gross margin were
primarily a factor of cost control measures that reduced material
costs, wages and benefits, sub-contract labor and testing
equipment costs.

Total operating expenses for the nine months ended
September 30, 2003, net of stock-based compensation, were $1.69
million, a 41% decrease from $2.84 million for the nine months
ended September 30, 2002. Contributing to the decline, net of
stock-based compensation, sales and marketing, decreased by 59% or
$240 thousand, and general and administrative expenses, excluding
facility and corporate expenses, decreased by 61% or $399
thousand. The decrease relates primarily to ongoing efforts to
control operating costs, while ensuring adequate investment is
made to support business growth.

Net loss for the nine months ended September 30, 2003, net of
stock-based compensation, was $1.14 million, a 53% decrease from
$2.44 million for the nine months ended September 30, 2002.

Overall, our results show that while sales for the nine-month
periods remained relatively constant our ongoing efforts to
control costs has improved our gross margins from 18% to 32% and
reduced our net loss for the period by 53% or $1.3 million.

Complete results for the third quarter ended September 30, 2003
as reported on Form 10Q-SB are available on the SEC's EDGAR
database at http://www.sec.gov

                CURRENT BUSINESS OVERVIEW

A significant milestone recently achieved was the release of the
Company's first efficiency enhanced power amplifiers developed
under its Smart Power Amplifier program. Initial results
demonstrate that base stations and repeaters utilizing Unity's
efficiency enhanced power amplifiers could reduce the operating
expense of wireless service providers as their transmission
infrastructure would require less power to achieve the same
levels of performance. Currently, a selected group of tier 1 and
tier 2 wireless network system vendors are awaiting these new
power amplifiers for their internal evaluation.

Unity Wireless is also proud to announce the receipt of a
purchase order and development project from a new tier 1 customer
for an integrated RF power amplifier and subsystem. While the
relationship is still relatively new, to date Unity Wireless has
met or exceeded this customer's development requirements and
management anticipates production orders in fiscal 2004.

In addition to the milestones mentioned above, management has
also identified significant market opportunities that involve
expanding the Company's current product line to include more
integrated RF products. These products would combine the latest
power amplifier technology with additional RF components in fully
integrated RF subsystems. "In my experience, tier 1 and tier 2
wireless network vendors and OEM's are more approachable with a
fully integrated solution," commented Myer Bentob, Unity's
Executive Vice Chairman. "We feel that many significant
opportunities are now before us that we can provide both
technology and development cycles that can attract and retain
business from tier 1 and tier 2 customers."

Ilan Kenig, Unity's President and CEO stated, "As we have often
reported, we believe that we have set Unity upon a course for a
promising future. We have taken steps this year to enhance our
products, to expand our list of customers and industry partners,
and to reduce expenses, all in an effort to put our Company in
position to benefit from an anticipated turnaround in the
wireless infrastructure industry. However, any significant
increase in revenue remains entirely dependant on increased
capital spending by wireless network operators."

"I can assure our investors that many challenges still lie ahead.
We must work hard to stabilize our revenues and strengthen both
our balance sheet and working capital positions in order that we
may better capitalize on both present and future opportunities,"
continued Kenig. "Notwithstanding these challenges, in my two
years here at Unity Wireless, I have never been more confident
that we can overcome any challenge presented, and are on the
right path to take a significant role in the wireless industry."

Unity Wireless is a leading developer of fully integrated RF
subsystems and Smart Power Amplifier technology. Our
single-carrier and multi-carrier power amplifier products deliver
world-class efficiency and performance with field-proven quality
and reliability in thousands of base stations and repeaters
around the world.

Unity Wireless' June 30, 2003, balance sheet shows a working
capital deficit of about $338,000.


U.S. WIRELESS DATA: Sept. 30 Balance Sheet Upside-Down by $286K
---------------------------------------------------------------
U.S. Wireless Data, Inc. (OTC: USWE), a leader in wireless
transaction processing, released financial results for the three
months ended September 30, 2003. USWD reported an increase in
total revenue of 59% to $1,246,000, with service revenue rising
72% to $1,230,000, compared to the first quarter of the prior
fiscal year. Total operating expenses declined 31%, while the net
loss improved by 25%.

"During the quarter, we made substantial operating progress,
improving our revenues significantly along with continued cost
reductions," said Chairman and Chief Executive Officer Dean M.
Leavitt. "While we continue to face serious challenges relating to
our immediate need for additional capital, the combination of
sustained growth in our monthly recurring service revenue, the
continuation of our various cost-cutting measures, and the
anticipated commercial roll-out of our wireless vending initiative
with Pepsi in early 2004, moves USWD that much further along the
path toward profitability," commented Mr. Leavitt.

                            REVENUE

Revenue for the three months ended September 30, 2003, was
$1,246,000, as compared to $783,000 for the same period in the
prior fiscal year, a 59% increase. Service revenue was $1,230,000,
up from $717,000 in the same period in the prior fiscal year, a
72% increase. Service revenue was derived primarily from the
growing base of active wireless sites that use USWD's proprietary
Synapse service to process transactions.

Product sales decreased to $16,000, from $66,000 in last fiscal
year's corresponding quarter. Product sales are expected to
gradually increase as the company moves to the commercialization
of its Synapse Enabler for Vending through Pepsi, its bottlers and
licensees, and Synapse Enabler for multi-lane Point-of-Sale.

                         GROSS PROFIT

Gross profit for the three months ended September 30, 2003, was
$502,000, compared to gross profit of $400,000 in the same period
in the prior fiscal year. This 26% increase was primarily due to
the growth in the number of active wireless sites for Synapse
services.

                         GROSS MARGIN

Total gross margin for the three months ended September 30, 2003,
decreased to 40.3%, from 51.1% for the same period in the prior
fiscal year. This decrease was primarily attributed to changes in
customer pricing plans that led to lower service margins and
higher costs for certain wireless carrier services, and was
partially offset by the greater percentage of total revenue from
higher margin monthly fees due to the growth in the number of
active wireless sites.

                        NET LOSS/EBITDA

Net loss for the quarter totaled $1.33 million or $0.08 per share,
compared to a net loss of $1.76 million or $0.15 per share, for
the corresponding quarter of the prior fiscal year.

EBITDA is presented because it is a widely accepted indicator of
funds available to service debt, although it is not a measure of
liquidity or of financial performance under accounting principles
generally accepted in the United States of America (GAAP). USWD
uses EBITDA as an internal measure of operating performance, which
is net loss excluding net interest, taxes, depreciation and
amortization. The company believes that EBITDA, while providing
useful information, should not be considered in isolation or as an
alternative to net income or cash flows as determined under GAAP.

The EBITDA loss for the three months ended September 30, 2003, was
$1.10 million as compared to the same period in the prior fiscal
year of $1.36 million. This improvement in EBITDA loss, of $0.26
million or approximately 19%, is primarily attributed to the
increase in revenues and a reduction of operating expenses.

      FINANCIAL CONDITION, CAPITAL RESOURCES AND LIQUIDITY

USWD needs additional capital in the immediate future in order to
continue operations. Since the company's inception it has incurred
significant losses and negative cash flow from operations. As of
September 30, 2003, USWD had an accumulated deficit of
approximately $144 million and the company's principal source of
liquidity was approximately $185,000 in cash and cash equivalents.
Based on current estimates of revenue levels, operating costs and
other cash inflows and outlays, and excluding the remaining
proceeds which may be available to the company from the bridge
facility discussed below, USWD will not have cash balances
adequate to continue operations beyond December 2003 without a
sufficient capital infusion by such time. These concerns about
capital have placed the company in a position where it may be
required to take additional steps to raise funds and cut costs. If
USWD is not successful in these efforts to raise additional
capital, the company may be forced to eliminate or curtail certain
projects, sell assets and take additional steps to conserve cash
that may adversely affect operations. If unable to obtain
additional capital as needed, the company will be required to
cease operations altogether.

The availability of funds from a bridge facility is pursuant to a
previously executed fully secured loan documentation in the amount
of $2.75 million with Brascan Financial Corporation, a subsidiary
of Brascan Corporation, and advances under this Bridge Loan
require USWD to satisfy certain conditions on a going-forward
basis. As of November 10, 2003, the company has drawn down
approximately $1.74 million against the $2.75 million Bridge Loan
commitment.

In connection with this Bridge Loan, and as part of an overall
restructuring and strategic alliance with MIST Inc., a provider of
card issuance and payments processing products and gateway
services to banks, non-bank card issuers and the payments
processing industry and a subsidiary of Brascan Corporation, we
also entered into a term sheet that contemplated the agreement by
Brascan, subject to a number of conditions, to arrange for the
purchase of $12.5 million of a newly issued Series D Preferred
Stock representing at least 60% of USWD's equity. The Bridge Loan
allowed the company to continue operations while negotiating a
definitive Series D Preferred Stock purchase agreement and to
satisfy the anticipated closing conditions of such a financing.

On October 30, 2003, USWD received notification from Brascan, on
behalf of its designate MIST, that it no longer intends to pursue
the equity financing transaction contemplated by the term sheet
with USWD as previously announced on September 16, 2003. The
company continues to explore alternative transactions with MIST,
although there can be no assurance that any such transaction will
be consummated, or consummated on terms favorable to USWD.

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

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

There can be no guarantees or assurances that any financing or
other transaction will be completed, and in the absence of
alternative financing or other transaction, the company will be
forced to cease operations. Any contemplated financing or other
transaction more than likely would be subject to a number of
conditions, including, but not limited to, the execution of
definitive documentation and the successful completion of a
reorganization of USWD's capital structure, which may include the
restructuring of the company's currently issued and outstanding
Series C Convertible Preferred Stock and Series C Warrants. It is
also anticipated that the terms and provisions of any contemplated
financing or other transaction, if completed, would have a
substantial dilutive effect on the ownership interests of USWD's
existing stockholders.

These conditions raise substantial doubt about the company's
ability to continue as a going concern and if USWD is unable to
obtain additional capital as needed, it will be required to cease
operations altogether. The consolidated financial statements do
not include any adjustments that might result from the company's
inability to continue as a going concern.

Nevertheless, the company anticipates its negative cash flow will
continue to improve on a quarterly basis. A large percentage of
the operating expenses are fixed and revenues are expected to
continue increasing without incurring significant increases in
operating expenses. USWD is also focused on conserving cash and
improving cash flow through growth in the number of active
wireless sites and various product sales, including revenues from
services and products for vending, and a continued reduction in
cash expenses.

At September 30, 2003, the company's balance sheet shows working
capital deficit of about $2.4 million, and a total shareholders'
equity deficit of about $286,000.

                      OPERATING HIGHLIGHTS

USWD continues to make progress on key business objectives that
are intended to establish Synapse services and products as the
standard for wireless transaction payment services. Operating
highlights for the quarter ended September 30, 2003, include:

-- Pepsi wireless/cashless vending solution - On October 16, 2003,
   USWD announced that it entered into a multi-year exclusive
   supply agreement with PepsiCo, Inc. for cashless payment and
   wireless route management systems and service for use on the
   vending machines of Pepsi's bottlers, licensees and affiliates.
   Pending the completion of successful commercial testing, which
   is expected to be completed no later than December 31, 2003,
   the Pepsi-Cola North America division of Pepsi made a
   commitment to purchase a minimum of 10,000 SEVs from the
   company. USWD continues to deploy units in the field and, as
   such, over five hundred units have already been deployed in
   certain test markets by Pepsi anchor bottlers and licensees.
   These markets include Chicago, Illinois; Memphis, Tennessee;
   Las Vegas, Nevada; Orlando, Florida and St. Louis, Missouri. In
   addition, the company has shipped an additional 250 units to
   Pepsi in late August 2003 for expected installation in the
   quarter ending December 31, 2003, of which approximately 50
   have already been installed.

-- Active sites - Active sites have grown to approximately 32,500
   as of September 30, 2003, an increase of 15,400 or 90% from the
   same date of the prior year. This follows the conversion in
   April 2003, of approximately 7,400 wireless sites for a major
   processor using Cingular's Mobitex network, to USWD's Synapse
   service on the same wireless network. This conversion has
   resulted in a substantial increase in activations and
   transactions, as several hundred new wireless activations are
   being made by this customer through the company's Synapse
   service each month.

-- Transactions - Transactions processed for the three months
   ended September 30, 2003, were approximately 2,623,000, an
   increase of 850,000 or 48% from the same period in the prior
   fiscal year. This increase was primarily due to the growth in
   active sites.

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


V-ONE CORP: September 30 Balance Sheet Upside-Down by %2 Million
----------------------------------------------------------------
V-One Corporation (OTCPK:VONE) reported revenue of $.9 million for
the third quarter and $3.0 million for the first nine months of
fiscal 2003.

Revenue for the comparable three and nine month periods that ended
September 30, 2002, was $1.2 million and $2.9 million,
respectively. Funding of approximately $950 thousand for V-ONE
products and services was approved as of September 30, 2003, for
the National Anti-Terrorism Alert System with $400 thousand
ordered on September 30, 2003 to begin implementation and roll out
of this significant program as a component of the planned
expansion of the FBI LEO program.

"The Company had been advised by the program office that this
order would be released in its entirety on September 30, 2003.
However, approximately $550 thousand of the order was deferred as
the FBI implemented program management changes to allow time to
increase staff and expand existing infrastructure to mainstream
LEO and position the program to support the future expansion not
announced until late October," said Margaret Grayson, President
and CEO of V-ONE Corporation. "We expect budgetary direction soon
from the new program management, but do not have that direction at
this time. Costs remained under tight control during the third
quarter ended September 30, 2003 and will be increased only as
needed to support clearly defined customer needs."

Operating expenses dropped in the third quarter and first nine
months of 2003 by approximately $875 thousand and $3.6 million, to
$900 thousand and $3.1 million respectively, from $1.8 million and
$6.7 million, a decrease of 49% and 54%, from the third quarter
and first nine months of fiscal 2002, respectively. The Company
incurred an operating loss of $58 thousand for the third quarter
of 2003 and of $271 thousand for the nine months ended September
30, 2003, compared with $761 thousand and $4.2 million for the
same periods last year.

The loss attributable to holders of common stock for the third
quarter of 2003 was $254 thousand or $(0.01) per basic and diluted
share, compared with a loss attributable to holders of common
stock of $1.3 million, or $(0.05) per basic and diluted share,
based on the weighted average number of common shares outstanding
of 27.2 million and 26.0 million, respectively, for the third
quarter of 2003 and 2002. The loss attributable to holders of
common stock for the first nine months of 2003 was $975 thousand,
or $(0.04) per basic and diluted share, compared with a loss
attributable to holders of common stock of $5.0 million, or
$(0.20) per basic and diluted share, based on the weighted average
number of common shares outstanding of 27.0 million and 24.8
million, respectively, for the first nine months of 2003 and 2002.

V-One Corporation's September 30, 2003 balance sheet shows a
working capital deficit of about $2 million, and a total
shareholders' equity deficit of about $2 million.

"Although we were disappointed by the FBI's decision to defer a
portion of this order, we are pleased by the direction that the
LEO program is taking. Combined with RISS and slated to
incorporate other major law enforcement programs as they begin the
process of sharing information across a large and growing
information resource, RISS/LEO now serves more than 100,000 users
already on the information sharing backbone," said Doug Hurt, Vice
President of sales and marketing for V-ONE.

An October 13 article published in Government Computer News,
spokespersons for the FBI and the Department of Justice, Craig
Sorum and M. Miles Matthews, outlined initial growth plans for
this Information Sharing Backbone as follows:

The FBI's Law Enforcement Online Unit and Justice's Counterdrug
Intelligence Executive Secretariat (CDX) linked six networks to
create a super-network that now serves about 100,000 law
enforcement officers around the world.

The six sensitive but unclassified networks are:

-- The original FBI-only LEO

-- The Regional Information Sharing System Network (riss.net),
   funded by Justice's Bureau of Justice Assistance

-- The National Law Enforcement Telecommunications System (NLETS),
   run jointly by several state agencies

-- The Anti-Drug Network-Unclassified, run by the Defense
   Department

-- The Open Source Information System, run by the CIA's
   intelligence community CIO organization

-- OpenNet Plus provided by the State Department to about 40
   federal agencies operating at about 250 missions worldwide and
   in Washington.

"We have added every secure law enforcement Internet system that
has national reach," said M. Miles Matthews, senior management
counsel and executive officer of CDX.

On October 24, 2003, the International Association of Chiefs of
Police presented its National Criminal Intelligence Sharing Plan,
which was noted Oct. 27, 2003, Federal Computer Week, FCW.com, BY
Dibya Sarkar, Philadelphia.

"Pointing to inadequacies in the intelligence process that, in
part, failed to prevent the 2001 terrorist attacks, law
enforcement officials recently unveiled a national roadmap to help
state, tribal and local agencies get a lot better at sharing
information. At its annual conference here last week, the
International Association of Chiefs of Police presented its
National Criminal Intelligence Sharing Plan, which outlines 28
recommendations. It's a way to jumpstart agencies that may lack
the knowledge in developing such systems."

The recommendations involving V-ONE supported programs are
excerpted below:

The National Criminal Intelligence Sharing Plan

The need for a National Criminal Intelligence Sharing Plan was
recognized as critical after the tragic events of September 11,
2001... This report represents the first version of the Plan that
is intended to be a living document...


    Recommendation 21: The Regional Information Sharing
    Systems(TM) (RISS) and the Federal Bureau of Investigation
    (FBI) Law Enforcement Online (LEO) systems, which
    interconnected September 1, 2002, as a virtual single system,
    shall provide the initial sensitive but unclassified secure
    communications backbone for implementation of a nationwide
    criminal intelligence sharing capability. This nationwide
    sensitive but unclassified communications backbone shall
    support fully functional, bi-directional information sharing
    capabilities that maximize the reuse of existing local, state,
    tribal, regional, and federal infrastructure investments...

    Recommendation 22: Interoperability with existing systems at
    the local, state, tribal, regional, and federal levels with
    the RISS/LEO communications capability should proceed
    immediately, in order to leverage information sharing systems
    and expand intelligence sharing.

On October 24, 2003 the Attorney General joined the others in the
Department of Justice in commending the work that has been done
over the past two years and the approval to implement the
recommendations as follows, "After looking at the recommendations
of the Global Justice Information Sharing Advisory Committee, I am
pleased to announce that I have just approved the National
Intelligence Sharing Plan, a direct result of recommendations made
at the IACP summit held in March of 2002."

The growth potential of the Company's government programs is now
providing opportunities to expand its sales base. Operation
Respond, a first responders network with short term growth
requirements, selected V-ONE's products to allow their information
resources to reach both their community of users and to provide
secure access to the law enforcement communities of RISS/LEO.

Cash flow continues to be a concern as the Company makes its
resource allocations. The Company continues to hover at or close
to cash flow breakeven but has not yet reached the point of
sustainability.

V-ONE's primary focus will continue to be development of its
product to meet the expanding needs of this large and diverse
government information and communication resource. The audit,
needed to bring the Company into compliance with the SEC, is now
in progress. New resources will be added, as possible, to bring
the V-ONE products more fully into the Company's growing base of
commercial users.

"We believe that the growth of our product sales to meet the needs
of our current customer base can provide this sustainability and
the platform from which we can develop the profitable revenue
stream and internally generated cash flow to reach the potential
that is now before us," said Margaret Grayson. V-ONE has come a
long way and still has more work to do. We know now, with the
adoption of the V-ONE products to provide security for the
programs that comprise the current architecture for the National
Information Sharing Plan, that the V-ONE product evolution has
achieved a sustainable base. We must work a little harder to push
revenue and cash flow to this level of our products."

Providing enterprise-level network security protection since 1993,
V-ONE Corporation's flagship product is SmartGate(R), a
client/server Virtual Private Network technology. Fortune 1000
corporations, health care organizations and sensitive government
agencies worldwide use SmartGate for their integrated
authentication, encryption and access control. With its patented
client deployment and management capabilities, SmartGate is a
compelling solution for remote access intranets and secure
extranets for electronic business between trading partners, for
both conventional and wireless networks. V-ONE is headquartered in
Germantown, MD. Product and network security information, white
papers and the company's latest news releases may be accessed via
http://www.v-one.com  


WARRANTY GOLD LTD: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Warranty Gold, Ltd.
        c/o Michael E. Kammerman
        9111-B Research Blvd.
        Austin, Texas 78758

Bankruptcy Case No.: 03-15721

Type of Business: The Debtor sells extended vehicle warranties
                  Online, and is asking the U.S. Bankruptcy Court
                  for permission to void about 67,000 customer
                  policies.

Chapter 11 Petition Date: November 11, 2003

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Lynn H. Butler, Esq.
                  Porter Rogers Dahlman & Gordon
                  2600 Via Fortuna, Suite 130
                  Austin, TX 78746
                  Tel: 512-505-5900
                  Fax: 512-472-7316

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Southwest Re                                          $479,160
(September Sales)
2400 Louisiana Blvd. NE, Bldg. 4
Albuquerque, NM 87110

Herman, Tim                                            $79,589

Parsons, George                                        $79,589

Southwest Re                                           $48,000

Spellings, Robert                                      $19,897

Kammerman, Michael E.                                  $19,897

Blue Cross Blue Shield                                 $11,286

AT&T                                                    $9,722

Framatome ANP, Inc.                                     $8,455

Juan Diego Catholic High School                         $7,200

Dell Financial Services                                 $5,542

Onramp Access                                           $2,351

Lone Star Direct                                        $1,981

Microsoft Corporation                                   $1,730

Reserve Account                                         $1,500

The Hartford                                            $1,304

Met Life                                                $1,185

Isotree, LLC- CarBuying.com                               $400

Altex Electornics                                         $328

Extended Warranty Info                                    $300


WEIRTON: Gets Conditional Nod to Participate in Loan Guarantee
--------------------------------------------------------------
Weirton Steel Corp. (OTC Bulletin Board: WRTLQ) took a large step
toward emerging from bankruptcy when it received conditional
permission to participate in the Emergency Steel Loan Guarantee
(ESLG) Program.

The decision by the program's board will enable Weirton Steel to
secure a $145 million loan to help the steelmaker exit bankruptcy.
The company must comply with various conditions established by the
program board which company personnel currently are evaluating.

The final action needed for the company to emerge depends on
approval of its reorganization plan currently before a federal
bankruptcy judge.

"This is tremendous news for our company, our employees, the State
of West Virginia and the Upper Ohio Valley. We sincerely thank the
loan board and its staff for their confidence in our company. I
congratulate all of our employees. This effort was headed by
company President Mark Kaplan, who worked very hard here and in
Washington, D.C., to see this project through," said D. Leonard
Wise, Weirton Steel chief executive officer.

"I also thank our local congressional delegation from West
Virginia, Pennsylvania and Ohio, especially Sen. Robert Byrd
(D-W.Va.) who crafted the ESLG legislation several years ago. His
effort to create the program is central to bringing this company
out of bankruptcy and keeping a steel mill in Weirton."

The ESLG Program will guarantee 88 percent, or $128 million, of
Weirton Steel's bankruptcy emergence loan from Chicago-based Fleet
Capital Corp. The bank will close on the loan if Judge L. Edward
Friend II approves the company's reorganization plan before
Dec. 31. The judge is expected to make his decision before that
date.

Weirton Steel, which has operated under Chapter 11 bankruptcy
protection since May 19, would use the loan to offset the cost of
emergence from bankruptcy and upgrade its mill equipment.

Kaplan said the federal government guarantees $128 million of the
loan, but the remaining $17 million is unprotected.

"We have had several discussions with Gov. Wise and the state's
Economic Development Authority about possibly having the state
cover the remaining $17 million either through a guarantee, a loan
or a combination of both," Kaplan noted.

"The bankruptcy process is painful for everyone, but we must make
difficult decisions if we want to keep this mill in the Northern
Panhandle. Our business translates into jobs, tax dollars for
government and an investment in the economy. We hope the state can
help us fulfill this goal."

Despite the approval by the ESLG Program Board, Kaplan added the
company continues to seek an extension of the ESLG Program beyond
its termination date of Dec. 31. The next step is to secure a new
labor agreement with the company's unions and then ask the court
to approve its reorganization plan in order to finalize the
emergence loan.

"There is still a tremendous amount of work to do by year's end.
In the event we need to complete a few outstanding issues, the
program extension would enable us to do so without disrupting our
reorganization plan," Kaplan said.

Currently, the House and the Senate are considering amendments to
a budget bill that would extend the ESLG Program for two years.
The House version was introduced by U.S. Rep. Alan Mollohan, D-
W.Va., while Byrd offered the Senate amendment.

Weirton Steel is the fifth largest U.S. integrated steel company
and the nation's second leading producer of tin mill products. The
company employs 3,500.


* Alvarez & Marsal Opens New Denver Office  
------------------------------------------
Alvarez & Marsal, a global professional services firm known since
1983 for large-scale and middle market corporate restructuring and
turnaround work, has opened a new office at 1624 Market Street in
Denver, Colorado, expanding the firm's already significant
presence in the western United States.  

The new office brings to 13 the firm's total number of locations
across the U.S., Europe, Asia and Latin America.  A&M's existing
locations in the western United States include Phoenix, Denver,
Los Angeles and San Francisco, led by co-heads and managing
directors Richard Williamson and Bill Kosturos.   Veteran
corporate restructuring experts, each is currently spearheading a
turnaround at Amerco (U-Haul) and The Spiegel Group, respectively.  

Richard Jenkins, an A&M director with more than a decade of
consulting and management experience, has been tapped to oversee
the new Denver office.  With a breadth and depth of expertise in
analyzing strategic business plans, managing cash requirements of
distressed companies and designing and implementing restructuring
plans, Mr. Jenkins will be responsible for developing and serving
A&M clients in the Rocky Mountain region.

"Our growth since 1983 has been focused on providing efficient and
effective services to troubled companies to help them solve and
manage through operational and financial difficulties, and achieve
the best possible outcome," said Bryan Marsal, the firm's co-
founder.  "More recently we have begun to also serve healthy
businesses with a range of performance enhancing solutions to help
them remain strong and solve problems before they become crises.
Our Denver-based team will offer the full range of A&M services
and capabilities to middle market and larger clients."

Having established an outstanding reputation for improving
outcomes and maximizing value for corporate and public sector
clients, A&M recently has been involved in a number of high-
profile bankruptcy, restructuring, and creditor and bondholder
advisory engagements.  These include: Prandium (Chi-Chi's);
HealthSouth; The Spiegel Group; St. Louis Public School System;
MCI/ WorldCom; Galey & Lord; and PG&E National Energy Group, among
many others.   A&M was recently honored with the Turnaround
Management Association's 2003 "Large Turnaround of the Year Award"
for its work on behalf of The Warnaco Group.

As an extension of the firm's core services focused on corporate
restructuring, crisis management and creditor and bondholder
advisory, Alvarez & Marsal has expanded its offerings to include
dispute analysis and forensic and real estate advisory services.  

                          About A&M

Founded in 1983, Alvarez & Marsal is a global professional
services firm that solves complex problems, improves outcomes and
unlocks value for organizations and stakeholders across a varied
industry spectrum.  Renowned for its twenty-year track record in
corporate restructuring, crisis management and creditor and
bondholder advisory, Alvarez & Marsal provides comprehensive
operational and financial management as well as advisory services
to over-leveraged, under-performing and healthy businesses.  

Alvarez & Marsal serves the United States, Europe, Asia and Latin
America through 13 offices and 220 people worldwide.  With 94
experienced professionals, including 41 Managing Directors, 59
Directors, the firm brings a wealth of leadership and hands-on
management skills to large scale, cross-border and middle market
business challenges.  Together, the A&M team serves draws from its
distinct operational heritage to not only solve problems, but
implement solutions.

For more information visit http://www.alvarezandmarsal.com/


* Greenberg Traurig LLP Opens 20-Attorney Dallas Office  
-------------------------------------------------------
The international law firm of Greenberg Traurig LLP has opened a
Dallas office with 20 attorneys who bring experience from such
firms as Andrews & Kurth, Patton Boggs and Larson King.

The group includes, among others, corporate attorney Scott Olson,
tax attorney Daniel P. Novakov, real estate attorneys Ralph G.
Santos and Tina M. Ross, corporate attorney Michael Thimmig,
litigation attorney Scott Ryskoski and Michelle A. Mendez who is
the President-Elect of the Bankruptcy Section of the Dallas Bar
Association. Greenberg Traurig's move into the Dallas area, the
nation's 9th largest metropolitan area, is the latest example of
the firm's continued commitment to expand its key practice and
industry groups and strengthen its national and international
presence.

"As our service industry started to consolidate, we also began a
strategic expansion in the early 1990's to meet the geographic and
legal needs of our clients and the legal marketplace. We wanted to
create a different firm by combining the human capital resources
that a large firm uniquely brings with the energy and client focus
that only business-oriented, entrepreneurial lawyers can add.
Today, we are thankful that we have been able to build that firm
with more than 1,000 lawyers. Our expansion to the Dallas area
continues this national strategy and commitment to serve our
clients in all critical U.S. markets," said Cesar Alvarez,
President and CEO of the firm. "With our new Dallas operation, we
are now serving 10 of the top 15 metropolitan markets in the U.S.
We are fortunate to have found a group of extremely talented
attorneys who closely match our culture and share our business and
entrepreneurial spirit. We found this a very attractive
situation."

"The decision to join Greenberg Traurig was an easy one," said
Scott Olson, Managing Shareholder of the Dallas office. "Greenberg
Traurig was a perfect complement for our practice, a good culture
fit and will be of immediate value to our clients. Their depth,
over 1,000 lawyers with experience in 35 key practice and industry
groups, combined with strategic office locations, provides us with
a unique platform."

"Greenberg Traurig's presence in Texas will provide the firm and
our clients access to a whole new network of strategic
relationships," said Richard A. Rosenbaum, a National Operating
Shareholder. "Dallas is an area which is attractive to the
national and global economy. Current and future clients in the
Texas market will benefit from Greenberg Traurig's large
collaborative platform which will create a win-win situation for
all."

The Dallas office will initially be comprised of approximately 20
attorneys, to be supplemented by additional lawyers in the near
future, who will focus on Greenberg Traurig's key practice areas,
including corporate and securities, mergers and acquisitions, real
estate, litigation, reorganization, restructuring and bankruptcy,
tax, governmental affairs, structured finance, entertainment,
employment, environmental and intellectual property.

Greenberg Traurig LLP is a full-service international law firm
with more than 1,000 lawyers that provides business-oriented
solutions to clients worldwide. The firm has been ranked in The
National Law Journal's list of five-year growth leaders and is one
of the top 20 law firms in the country as reported by The National
Law Journal's latest listing of the country's largest law firms.
The firm's attorneys combine legal, business and governmental
experience with creativity and a business-orientation for a broad
spectrum of clients, ranging from emerging companies to Fortune
500 corporations.

Greenberg Traurig has more than 1,050 lawyers and governmental
professionals practicing in 21 offices throughout the United
States and Europe: Amsterdam; Atlanta, Ga.; Boca Raton, Fla.;
Boston, Mass.; Chicago, Ill.; Dallas, Texas; Denver, Colo.; Fort
Lauderdale, Fla.; Los Angeles, Calif.; Miami, Fla; Morristown,
N.J.; New York, N.Y.; Orlando, Fla.; Philadelphia, Pa.; Phoenix,
Ariz.; Tallahassee, Fla.; Tysons Corner, Va.; Washington, D.C.;
West Palm Beach, Fla.; Wilmington, Del.; and Zurich.

For additional information about Greenberg Traurig, visit the
firm's Web site at http://www.gtlaw.com


* BOND PRICING: For the week of November 17 - 21, 2003
------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia communications                6.000%  02/15/06    42
Advantica Restaurant                  11.250%  01/15/08    64
AK Steel Corp.                         7.750%  06/15/12    68
AK Steel Corp.                         7.875%  02/15/09    70
American & Foreign Power               5.000%  03/01/30    67
AnnTaylor Stores                       0.550%  06/18/19    72
Atlas Air Inc.                        10.750%  08/01/05    55
Burlington Northern                    3.200%  01/01/45    54
Calpine Corp.                          7.875%  04/01/08    73
Calpine Corp.                          8.500%  02/15/11    73
Calpine Corp.                          8.625%  08/15/10    73
Coastal Corp.                          6.950%  06/01/28    75
Comcast Corp.                          2.000%  10/15/29    33
Cox Communications Inc.                0.348%  02/23/21    72
Cox Communications Inc.                2.000%  11/15/29    32
Cray Research                          6.125%  02/01/11    45
Cummins Engine                         5.650%  03/01/98    71
Delta Air Lines                        8.300%  12/15/29    65
Delta Air Lines                        9.000%  05/15/16    70
Delta Air Lines                        9.250%  03/15/22    67
Delta Air Lines                        9.750%  05/15/21    67
Delta Air Lines                       10.375%  12/15/22    68s    
Dynex Capital                          9.500%  02/28/05     1
Elwood Energy                          8.159%  07/05/26    74
Fibermark Inc.                        10.750%  04/15/11    64
Finova Group                           7.500%  11/15/09    54
Gulf Mobile Ohio                       5.000%  12/01/56    66
International Wire Group               11.75%  06/01/05    57
Internet Capital                       5.500%  12/21/04    75
Iridium LLC/Capital                   13.000%  07/15/05     9
Iridium LLC/Capital                   14.000%  07/15/05     9
Level 3 Communications Inc.            6.000%  09/15/09    68
Level 3 Communications Inc.            6.000%  03/15/10    67
Levi Strauss                           7.000%  11/01/06    71
Levi Strauss                          12.250%  12/15/12    72
Liberty Media                          3.750%  02/15/30    60
Liberty Media                          4.000%  11/15/29    64
Mirant Corp.                           2.500%  06/15/21    54
Mirant Corp.                           5.750%  07/15/07    54
Northern Pacific Railway               3.000%  01/01/47    52
NTL Communications Corp.               7.000%  12/15/08    19
RCN Corporation                       10.125%  01/15/10    44
Scotia Pacific Co.                     6.550%  01/20/07    70
Universal Health Services              0.426%  06/23/20    64
US Timberlands                         9.625%  11/15/07    65
Viropharma Inc.                        6.000%  03/01/07    55
Worldcom Inc.                          6.250%  08/15/03    36
Xerox Corp.                            0.570%  04/21/18    65

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
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.

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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.

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