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

           Tuesday, November 18, 2003, Vol. 7, No. 228   

                          Headlines

AES GENER: S&P Keeps Watch on Local & Foreign Currency Ratings
AGCO CORP: S&P Keeps Watch Pending Closure of Valtra Acquisition
AIR CANADA: Unsecured Panel Presses for GECC Deal Disclosure
AMTROL INC: Reports Deteriorating 3rd-Quarter Financial Results
ANC RENTAL: Court Okays Settlement Agreement with MBIA Insurance

AVOTUS CORP: Brings-In Alan Gold as New Senior VP for Marketing
BEAR STEARNS: Fitch Cuts Classes M-2 & B Note Ratings to BB/CCC
BETHLEHEM STEEL: Asks Court to Disallow 5,800 Employee Claims
BIG CITY RADIO: Shareholders Okay Proposed Plan of Liquidation
CALYPTE BIOMEDICAL: Third-Quarter Net Loss Widens to $7 Million

CHANNEL MASTER: Asset Sale Auction Convening Tomorrow
CLEARLY CANADIAN: Sept. Working Capital Deficit Tops $1.3 Mill.
CONE MILLS: Gets Okay to Appoint Altman Group as Claims Agent
CONSOLIDATED FREIGHTWAYS: Auctioning-Off 3 Ontario Facilities
CONSOLIDATED FREIGHTWAYS: Michigan Assets Up on Auction Block

CONSOLIDATED FREIGHTWAYS: Auctioning-Off 4 Wisconsin Facilities
CONSOLIDATED FREIGHTWAYS: Selling Kansas Asset at Thurs. Auction
CONSOLIDATED FREIGHTWAYS: 2 Oklahoma Facilities on Auction Block
CONSOLIDATED FREIGHTWAYS: Selling Jackson Distribution Facility
CONSOLIDATED FREIGHTWAYS: Will Auction-Off Illinois Facility

CONSOLIDATED FREIGHTWAYS: Auctioning-Off Two Montana Facilities
COUNCILL CRAFTSMEN: Committee Taps Adams Kleemeier as Counsel
COVANTA ENERGY: Wins Approval to Enter into Insurance Financing
CURTIS PAPERS INC: Involuntary Chapter 7 Case Summary
DAVEL COMMS: Sept. 30 Net Capital Deficit Widens to $95 Million

DDI CORP: Sept. 30 Net Capital Deficit Balloons to $210 Million
DELPHI CORP: Reaches Tentative Four-Year Agreement with IUE-CWA
DIOMED HOLDINGS: Auditors Express Going Concern Uncertainty
DOMAN IND.: Canadian Monitor Files Special Purpose Report
DRESSER INC: Look for Third-Quarter 2003 Results Today

DYNTEK INC: Sept. 30 Working Capital Deficit Tops $10 Million
EL PASO CORP: Rodney D. Erskine Resigns as President of EPPC
ELAN CORPORATION: Commences Tender Offer for LYONs Due 2018
ENRON: Agrees to Temporarily Allow 40 Claims for Voting Purposes
FEDERAL-MOGUL: Creditors Filed 10,500 Claims Totaling $158 Billion

FIBERCORE INC: Files for Chapter 11 Protection in Massachusetts
FIBERCORE INC: Voluntary Chapter 11 Case Summary
FINOVA: Finova Portfolio Asks Court to Close Chapter 11 Case
FLEMING: Wants to Keep Plan-Filing Exclusivity Until January 30
GENESIS HEALTH: Declares Dec. 1 as Spin-Off Distribution Date

GINGISS: Turns to Development Specialists for Financial Advice
GLOBAL CROSSING: Court Clears International Telecom Settlement
GTC TELECOM: Sept. 30 Balance Sheet Insolvency Widens to $6.7MM
H.C. CO: Saiber Schlesinger Serves as Bankruptcy Attorneys
HORIZON PCS: Court Fixes January 16, 2004 as Claims Bar Date

HYPERTENSION DIAGNOSTICS: Red Ink Continued to Flow in Q1 2004
IMAGEMAX INC: Sept. 30 Working Capital Deficit Reaches $11 Mill.
IMMTECH INT'L: Fiscal Second-Quarter Net Loss Widens to $7 Mill.
INTERPLAY ENTERTAINMENT: Sept. 30 Net Capital Deficit Tops $16MM
ISLE OF CAPRI: Responds to St. Louis with $434-Million Proposal

IT GROUP: Committee Earns Nod to Prosecute Avoidance Actions
JA JONES: Secures Nod to Hire Moore & Van as Bankruptcy Counsel
KAISER ALUMINUM: Third-Quarter Net Loss Slides-Up to $88.6 Mill.
LNR PROPERTY: Completes Tender Offer for 10-1/2% Notes Due 2009
LORAL SPACE: Third-Quarter 2003 Net Loss Doubles to $128 Million

MAGELLAN HEALTH: Wants to Contribute $5.5MM Capital to Premier
MANDALAY RESORT: S&P Assigns BB+ Rating to $250 Mil. Senior Notes
MEDCOMSOFT INC.: Says Company Has Nothing to Report at This Time
MERA PHARMACEUTICALS: Hires Jewett Schwartz as New Accountants
MIRANT CORP: Wants to Expand McDermott Will's Engagement

NATIONAL CENTURY: Asks Court to Approve LifeCare East Agreement
NAVISITE INC: Annual Shareholders' Meeting Slated for December 9
NEW WORLD RESTAURANT: Sept. Net Capital Deficit Narrows to $69MM
NEXMED INC: Needs Additional Financing to Fund Business Plan
NEXTEL PARTNERS: Prices Public Offering of 33 Million Shares

NRG ENERGY: Court Okays ICF Resources for Consulting Services
OAKWOOD HOMES: Court to Consider Consolidated Plan on Nov. 26
PACIFIC GAS: Settlement Plan Confirmation Trial Is Underway
PACIFICARE: Fitch Revises Low-B Level Rating Outlook to Positive
PERRY ELLIS: Will Webcast Third-Quarter Conference Call Thursday

PG&E NATIONAL: Committee Hires Huron Consulting for Fin'l Advice
POLYPHALT INC: Completes Sale of Manufacturing Business to IKO
PORTA SYSTEMS: Incurs Negative Cash Flow in September Quarter
PROTECTION ONE: Westar Energy Shopping its Equity Stake
QT 5 INC: Liquidity Issues Raise Going Concern Uncertainty

QWEST COMMS: Look for Third-Quarter 2003 Results Tomorrow
RADIO UNICA: Innisfree Appointed as Solicitation Agent
REDBACK NETWORKS: Nasdaq Panel Asking for Additional Information
REEVES COUNTY, TX: S&P Puts BB Rating on Watch Pending New Pact
RESIDENTIAL ACCREDIT: Fitch Takes Actions on Series 1996 Notes

ROHN INDUSTRIES: Enters into Pact to Sell Assets to SPX Corp.
SAFETY-KLEEN: Intends to Sign Consent Decree on Sydney Mine Site
SANDISK CORP: Reaches Settlement with Taiwan Law Firm, Lee & Li
SAXON ASSET: Fitch Takes Rating Actions on 12 Ser. 1999-1 Notes
SCPIE COMPANIES: A.M. Best Cuts Financial Strength Rating to B

SCPIE HOLDINGS: Expresses Disappointment with AM Best Downgrade
SEDONA CORP: Sept. 30 Net Capital Deficit Widens to $2.2 Million
SEITEL INC: Third-Quarter 2003 Net Loss Tops $10 Million
SPATIALIGHT INC: Sept. 30 Balance Sheet Upside-Down by $1.2 Mil.
SPEEDCOM: Cash Flows Insufficient to Fund Projected Operations

SPIEGEL GROUP: Intends to Open New Eddie Bauer Retail Stores
SPIEGEL INC: Ability to Continue Operations Still Uncertain
TEREX CORP: Names Steve Filipov President of Terex Cranes
THAXTON RBE: Case Summary & 50 Largest Unsecured Creditors
UNITED AIRLINES: Seeks Third Lease Decision Period Extension

VLASIC FOODS: Successor Company Files October 2003 Status Report
WEIRTON: Deutsche Bank Blocks Disclosure Statement Approval
XECHEM INT'L: Wiss & Company Bolts from Auditing Engagement

* Fitch Releases Strategies for Value in Distressed Project Debt

* Large Companies with Insolvent Balance Sheets

                          *********

AES GENER: S&P Keeps Watch on Local & Foreign Currency Ratings
--------------------------------------------------------------
Standard & Poor's Rating Services placed its 'B' local and foreign
currency corporate credit ratings on Chile-based power generator
AES Gener S.A. on CreditWatch with positive implications.

The rating action follows the company's announcement of a
financial strengthening plan including a US$300 million capital
increase that will be applied to reduce debt, and the refinancing
of remaining obligations.

"This plan should strongly improve AES Gener's capital structure
and liquidity and significantly extend the average life of its
financial debt, alleviating refinancing risk," said Standard &
Poor's credit analyst Sergio Fuentes.

"Because the current ratings mainly reflect AES Gener's relatively
weak liquidity position, combined with its poor access to credit
markets and high refinancing risk, the successful implementation
of the plan could result in a rating upgrade," added Mr. Fuentes.

As of June 30, 2003, AES Gener had about US$1 billion of
consolidated debt (excluding Chivor's nonrecourse debt). The
company faces the maturity of a US$500 million convertible bond in
March 2005 and a US$200 million yankee bond in January 2006.
Although financial indicators have improved during 2003, given the
company's relatively weak liquidity and limited market access,
those maturities are a significant concern for Standard & Poor's.

The new plan announced by AES Gener contemplates a cash infusion
of approximately US$300 million from its controlling shareholder,
Inversiones Cachagua S.A. (100% owned by AES Corp.). The funds
will come from the repayment of an intercompany loan that will be
funded with the sale of a noncontrolling equity stake in AES Gener
and from a capital infusion to be carried out by AES Corp.

These funds plus the proceeds from a new US$400 million bond are
projected to be applied to repurchase the company's outstanding
bonds. The plan also contemplates the refinancing of the
outstanding financial debt at the levels of the Argentine-based
power generator Termoandes and electric transmission company
Interandes.


AGCO CORP: S&P Keeps Watch Pending Closure of Valtra Acquisition
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB+' corporate
credit rating on AGCO Corp. remained on CreditWatch with negative
implications pending completion of the deal to purchase unrated
Finland-based Valtra Corp. for ?600 million.

"Assuming the deal is financed as outlined by the company to
Standard & Poor's, including at least $250 million of common
equity, the 'BB+' corporate credit rating will be affirmed,
reflecting a solid business profile and expectations for an
improving financial profile, partly because of a less-acquisitive
growth strategy for the future," said Standard & Poor's credit
analyst Daniel DiSenso.

The deal is expected close in early 2004.

AGCO, a global manufacturer of agricultural equipment based in
Duluth, Georgia, had $787 million of outstanding debt at
Sept. 30, 2003.

AGCO's proposed bank credit facility will be rated 'BB+', the same
as the corporate credit rating. AGCO's current bank credit
facility is rated 'BBB-', one notch above the corporate credit
rating, reflecting strong likelihood of full recovery of principal
in event of default or bankruptcy. However, the new bank facility
will be much larger than the current facility, reducing collateral
coverage; hence, the new rating will be equivalent to the
corporate credit rating.

Following completion of the Valtra transaction, the rating on
AGCO's $250 million 9.5% senior unsecured notes due 2008 will be
lowered to 'BB-' from 'BB'. Pro forma for the Valtra acquisition,
the percentage of priority liabilities to total company assets
will rise to well over 40%, causing the notes to be notched down
twice from the corporate credit rating.

AGCO has a satisfactory competitive position as the world's third-
largest manufacturer of agricultural equipment. The combination
with Valtra, the market leader for tractors in the Nordic region
of Europe and solidly positioned in Latin America, will strengthen
AGCO's business profile. AGCO will benefit from Valtra's
technology, efficient manufacturing operations, and cross-selling
opportunities provided by the Valtra distribution network.

AGCO's future debt usage should diminish, as industry
consolidation is now largely completed. Growth is expected to be
mostly organic, supplemented on occasion with niche, tuck-in
acquisitions. AGCO is expected to generate credit measures in line
with ratings.


AIR CANADA: Unsecured Panel Presses for GECC Deal Disclosure
------------------------------------------------------------
The Ad Hoc Unsecured Creditors' Committee asks Mr. Justice Farley
to require the Air Canada Applicants to obtain Court approval of
any material agreements entered or to be entered with General
Electric Capital Canada Inc., GE Capital Aviation Services Inc.
or their affiliates, before the filing of the Applicants'
proposed plan of arrangement.  The Unsecured Creditors Committee
also wants the Applicants and GE Capital to disclose to the
Committee all material information and documentation with respect
to the Applicants and GE Capital's relationship.

The Unsecured Creditors Committee notes that the Amended and
Restated Initial CCAA Order expressly provides that the
Applicants will continue their business operation in the normal
course, except only where the Court approves otherwise.  The
Applicants acknowledged that the CCAA Order imposes an obligation
not to enter into any material contracts out of the ordinary
course of business without Court approval.

Howard A. Gorman, Esq., at Macleod Dixon LLP, in Toronto,
Ontario, explains that the Applicants' arrangements and
agreements with GE Capital are patently out of the ordinary
course and material to equity value and to unsecured creditor
recoveries.

The Unsecured Creditors Committee relates that since the
Applicants obtained Court authority to avail of a $700,000,000
DIP credit facility from GE Capital, there was no further
disclosure regarding the Applicants' arrangements with GE Capital
until July 3, 2003.  The Applicants announced that they had
reached a tentative agreement with GE Capital regarding the
restructuring of financed and managed leases, a CND600,000,000
new exit financing and a $950,000,000 aircraft financing.  Ernst
& Young Inc., the Court-appointed monitor, indicated in its
Eighth Report dated July 31, 2003, that the financing commitment
was conditional on the conversion of all Air Canada unsecured
debt into equity.

The Monitor also reported in its Tenth Report on September 11,
2003 that Air Canada executed a Global Restructuring Agreement
with GE Capital.  The Global Restructuring Agreement was also
subject to the conversion of all Air Canada unsecured debt into
equity under Air Canada's plan as well as:

   -- GE Capital's satisfaction with the amount of the overall
      exit financing and key terms of the equity investment and
      with the Air Canada business plan, ownership structure,
      capital structure and governance structure under Air
      Canada's plan; and

   -- Air Canada's emergence by no later than March 31, 2004.

On September 13, 2003, the Applicants announced in a press
release that they have signed the Global Restructuring Agreement
with GE Capital.  No further public disclosure regarding the GE
Capital arrangements have been made since that time.

"The [Unsecured Creditors Committee] and all stakeholders require
[] information and documentation to assess Air Canada's
agreements and arrangements with [GE Capital].  Otherwise, the
[Unsecured Creditors Committee] and all stakeholders will simply
be left with a 'take it or leave it' plan of arrangement at the
end of the day, with no reasonable chance to understand the
agreements underlying the plan or to provide any input in that
regard," Mr. Gorman tells the Court.

The Unsecured Creditors Committee notes that the Applicants have
brought other material agreements to the Court for approval.  The
Committee wonders why the Applicants are not seeking prior Court
approval of their transactions with GE Capital.

The Unsecured Creditors Committee is also concerned that the
information Air Canada disclosed does not accurately or
completely reflect the material nature and impact of the GE
Capital transactions.  Mr. Gorman says that Air Canada's
stakeholders do not have a clear understanding of Air Canada's
"gives" and GE Capital's "gets".

According to Mr. Gorman, the Unsecured Creditors' Committee has
been pressing Air Canada and GE Capital for reasonable disclosure
since July 2003.  In October 2003, the Unsecured Creditors
Committee's advisors were granted selected and restricted access
to certain information regarding GE Capital.  However, the
advisors were precluded from communicating any meaningful
information to the Committee members. (Air Canada Bankruptcy News,
Issue No. 17; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMTROL INC: Reports Deteriorating 3rd-Quarter Financial Results
---------------------------------------------------------------
AMTROL Inc. announced 2003 third quarter net sales of $46.4
million, a decrease of $1.0 million or 2.1% compared to the third
quarter of 2002.

The Company also reported earnings before interest, taxes,
depreciation and amortization (EBITDA) of $4.9 million, a decrease
of $1.5 million relative to the third quarter of 2002. For the
first nine months of 2003, AMTROL reported net sales of $147.6
million, an increase of $6.6 million or 4.7% from the same period
in 2002. EBITDA for the first nine months of 2003 was $18.2
million, an increase of $0.8 million from the same period in 2002.

The decrease in net sales for the third quarter reflects a decline
in well drilling activity as a result of above average rainfall
and flooding experienced in the Southeast, mid-Atlantic and
Midwestern regions of the U.S. and a temporary production
disruption during the third quarter at a major cylinder customer's
facility. Production resumed at the customer's facility early in
the fourth quarter. The decrease in EBITDA was principally due to
the higher proportion of lower margin sales from the Company's
European operations and increased steel costs in Europe.

The Company's net loss in 2003 of $3.8 million compares to a net
loss in 2002 of $42.9 million. As a result of adopting Statement
of Financial Accounting Standards No. 142, the Company recorded a
goodwill impairment charge of $38.1 million in the first quarter
of 2002. The impairment charge was principally due to the change
in the methodology from the undiscounted cash flow method used
under the Company's previous accounting policy, to the discounted
cash flow method used in accordance with SFAS No. 142.

AMTROL (S&P, CCC+ Corporate Credit Rating, Negative) is a leading
international producer and marketer of flow and expansion control
products, water heaters and cylinders for a variety of gases. The
Company's major products include pressure tanks used in water
well, hydronic heating and potable hot water applications,
indirect-fired water heaters, and both LPG and disposable
refrigerant gas cylinders. Products are marketed under the Well-X-
Trol, Extrol, Therm-X-Trol and BoilerMate brand names. AMTROL is a
wholly owned subsidiary of AMTROL Holdings, Inc. which is
controlled by Cypress Merchant Banking Partners, L.P. and Cypress
Offshore Partners, L.P., private equity funds managed by the
Cypress Group L.L.C.


ANC RENTAL: Court Okays Settlement Agreement with MBIA Insurance
----------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates obtained the
Court's approval of a settlement with MBIA Insurance Corporation.

To recall, in February 2002, the Court approved a fleet financing
arrangement whereby MBIA allowed the release of certain restricted
funds supporting the MBIA-insured outstanding series of medium-
term notes for the purchase of new vehicles.  The agreement made
available up to $1,000,000,000 of previously frozen funds for the
acquisition of a new fleet.

On May 10, 2002, the Court approved, on a final basis, an
agreement with MBIA to allow the Debtors to continue to use the
full $2,300,000,000 of capacity under the MBIA insured notes to
meet its fleet financing needs.  Accordingly, the Debtors were
permitted to enter into new master lease agreements and use
proceeds received from the disposition of vehicles financed by
these facilities to purchase new vehicles.  Pursuant to a series
of six court orders, the agreement has been amended and extended
to September 30, 2003.

On August 6, 2003, the Court approved the sale of substantially
all of the Debtors' assets to Cerberus under the Asset Purchase
Agreement.

The parties' settlement provides that if and to the extent that
MBIA consents to the assignment to Cerberus of certain new master
lease agreements, certain new vehicles transaction documents, the
existing master lease agreements and certain of the related
transaction documents, together with any modifications to these
Lease Documents as are acceptable to MBIA and the Debtors, upon
the closing of the Sale and Cerberus' assumption of all of the
Debtors' liabilities with respect to the Lease Documents, MBIA
will:

   1. release claims that it has or may have against the Debtors:
      and

   2. waive its claim with respect to certain unpaid rent under
      the Existing Master Lease Agreements.

In addition, pursuant to the Settlement, the Debtors will release
claims that it has or may have against MBIA. (ANC Rental
Bankruptcy News, Issue No. 42; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


AVOTUS CORP: Brings-In Alan Gold as New Senior VP for Marketing
---------------------------------------------------------------
Avotus(TM) Corporation (TSX V:AVS) announced that Alan E. Gold has
joined the company as senior vice president, marketing and
corporate strategy. In this new position, Gold is responsible for
managing the company's direction as it introduces new models and
products to address its customers' enterprise-level budgeting,
provisioning and managing of communication assets, infrastructures
and usage. Gold reports to Fred Lizza, Avotus president and CEO.

"Corporate communications environments are quickly evolving,"
commented Lizza. "Avotus is well-established in communications
accounting. We're now moving to the next level of Integrated
Communications Management. To make that transition, we've turned
to Alan for his strategic vision, marketing expertise and ability
to make things happen. He's pivotal in helping us translate market
needs into new Avotus products and services."

Gold brings a proven track record in global marketing, product
management, business development, channels management and
strategic partnering. Most recently, he was a principal at The
Benjamin Group, a Boston area consulting firm where he managed
market analysis, strategic repositioning, merger & acquisition
strategy and opportunity assessment for clients.

Previously, he was executive vice president and chief marketing
officer at eXcelon Corporation (now Progress Software) of
Burlington, Mass., where he was responsible for global marketing,
product management, business development and competitive analysis
in the United States, Europe and Japan.

Before joining eXcelon, Gold was vice president, marketing and
strategic partnering, for MarketMAX, Inc. (now SAS) of Danvers,
Massachusetts, where he established the company's strategic
direction, helped raise venture capital funds and increase the
company's revenues seven-fold. Gold also has held marketing
positions at Symbol Technologies, Inc. of Holtsville, N.Y., Comtec
Information Systems (Now Zebra Tech.) of Cumberland, R.I. and
other technology companies.

Gold holds a bachelor of arts from Brandeis University in Waltham,
Mass., and an MBA from Boston College. He is a frequent industry
speaker and has published over 100 articles. He has served on the
advisory boards of companies and participated in standards and
industry committees in the supply chain, healthcare, retail,
wireless and transportation industries. He lives in North Andover,
Mass.

Avotus provides solutions that dramatically reduce the cost and
complexity of enterprise communications. Intelligent
Communications Management is Avotus' unique model for a single,
actionable environment that enables any company to bring together
decision-critical information about communications expenses,
infrastructure, and systems usage. Avotus is empowering Fortune
500 companies as well as more than 3,000 organizations worldwide
to gain insight into and control over their communications
environment. Whether deployed as an onsite or hosted application,
or as a completely outsourced value-added solution, Avotus
improves productivity and efficiency while enabling savings of as
much as 20-40%.

The company has been consistently recognized for product and
service excellence and thought leadership for more than two
decades in a wide range of communications-intensive markets.
Avotus' solutions are strongly supported and endorsed by industry-
leading partners such as Avaya, Cisco, and Nortel. For more
information, visit http://www.avotus.com  

On June 30, 2003, Avotus' working capital deficit tops $13.5
million while net capital deficit is lodged at $15 million.


BEAR STEARNS: Fitch Cuts Classes M-2 & B Note Ratings to BB/CCC
---------------------------------------------------------------
Fitch Ratings has taken action on the following Bear Stearns ABS
issue: Series 2001-A:

-- Classes A-I-3, A-I-4, A-II, A-III are affirmed at 'AAA';

-- Class M-1 is affirmed at 'A';

-- Class M-2 is downgraded to 'BB' from 'BBB';

-- Class B is downgraded to 'CCC' from 'BB'.

The trust is collateralized by high loan-to-value subordinate lien
loans originated by Conseco Finance Corporation. The loans are
serviced by Conseco Finance Corporation. EMC Mortgage Corporation,
rated RPS1 by Fitch Ratings, is the backup servicer.

The Class A notes are guaranteed timely payment of interest and
ultimate principal by a financial guaranty insurance policy issued
by Ambac Assurance Corporation. The notes' 'AAA' rating is based
on Fitch's affirmation of Ambac's Insurer Financial Strength
rating at 'AAA'.

The downgrade of the Class M-2 and Class B reflects the depletion
of overcollateralization and a reduction in the amount of excess
spread due to poor loan performance.


BETHLEHEM STEEL: Asks Court to Disallow 5,800 Employee Claims
-------------------------------------------------------------
Bethlehem Steel Corporation and its debtor-affiliates object to
5,797 Employee Claims and ask the Court to disallow and expunge
them all for various reasons.  Some of the largest Employee-
Related Claims are:

   Claimant              Claim No.       Claim Amount  
   --------              ---------       ------------
   Bradbury, Donald F.    1169300        $15,000,000
   Combi, Brenda K.       1169400         15,000,000
   Comptroller             494300         40,932,612
   Dantzler, Ozie T.      1008600          1,161,056
   Dominy, Malcolm W.     1083500          1,119,801
   Hruskoci, Daniel E.    1034700          2,160,000
   James, Preston         1118600          1,105,031
   Manske, Carol A.       1169500         15,000,000
   Mead, J G               750100          1,365,799
   Munson, Raymond M      1020800          2,200,000
   Parker, Albert L.      1042000          1,500,000
   Podlucky, Ronald J.    1043000          1,168,000
   Smith, Charles U         46500         70,000,000
   Smith, Ulysses          234700         35,000,000
   Stinebaugh, David W.   1118400          1,069,671
   Supplee, John P.       1009500          1,148,685
   USWA, AFL-CIO           492500      3,928,652,841
   Wuksta, Charles E.      846800          1,514,000
   Westerman, Robert J.   1167100          2,000,000
   Wilson, William R.      180800          2,464,940

                       USWA-Related Claims

George A. Davis, Esq., at Weil, Gotshal & Manges, LLP, in New
York, reports that a number of claims were filed by employees --
who are currently or were formerly represented by the United
Steelworkers of America, AFL-CIO -- and their beneficiaries, in
respect of claims under or related to labor and benefits
agreements between the Debtors and the USWA, including, but not
limited to:

   -- retiree medical and life insurance benefits;
   -- employee deductions;
   -- holiday pay;
   -- sick leave;
   -- medical, drug, accident, sickness and disability benefits;
   -- unpaid contributions to employee benefit funds;
   -- supplemental unemployment benefits;
   -- employee stock options;
   -- profit sharing shortfall benefits;
   -- special surviving spouse benefits;
   -- moneys due under the CBAs;
   -- grievances; and
   -- vacation pay.

In accordance with the April 22, 2003 Order, the Court approved
an Agreement regarding the Sale, Effects of Sale, Section 1114
Matters, and Certain Releases between the Debtors and the USWA
compromising and settling all potential claims arising from the
termination of the collective bargaining relationship between the
Debtors and the USWA.  Pursuant to the USWA Settlement Agreement,
the USWA agreed, on behalf of itself and to the maximum extent
permitted by law, its affiliated local unions, bargaining-unit
employees, former bargaining-unit employees and retirees, to
release:

   (a) the Debtors of any liability for any claims incurred for
       any Retiree Benefits incurred after March 31, 2003 and
       submitted for payment after May 31, 2003; and

   (b) all claims, except those relating to the obligations of
       the Debtors contained or incorporated in the USWA
       Settlement Agreement, relating to:

       -- any of the CBAs with the USWA;
      
       -- federal, state, or local laws relating to employment,
          including the National Labor Relations Act, Railway
          Labor Act, Labor Management Relations Act, Worker
          Adjustment and Retraining Notification Act,
          discrimination in employment, wages, benefits or
          otherwise; and

       -- bankruptcy claims of any kind.

Furthermore, pursuant to the USWA Settlement Agreement, (i) the
USWA retained claims with respect to all complaints or grievances
under the Master and Non-Master Labor Agreements, whether pending
or future, provided that the Debtors' liability for payment
related to all Grievances, was limited to an aggregate of
$1,000,000, (ii) the Debtors and the USWA agreed to cause their
representatives to meet for the purpose of resolving pending
Grievances by agreement, and (iii) any unused balance of the
$1,000,000 for Grievances would be contributed by the Debtors to
the ISG Combined Company VEBA.

Accordingly, Mr. Davis contends that claims filed by an USWA-
Related Claimant must be disallowed and expunged, to the extent:

   -- any of the claims is in respect of obligations for which
      the Debtors no longer have any liability pursuant to the
      USWA Release;

   -- any of the claims is in respect of Retiree Benefits, which
      were incurred on or before March 31, 2003 and the claim for
      Retiree Benefits was submitted to the appropriate insurance
      administrator on or before May 31, 2003.  The claim has
      been paid or otherwise satisfied in full by the Debtors, or
      has been referred to the plan administrator and, if valid,
      will be paid; and

   -- any of the claims is in respect of Grievances.  The
      Debtors' liability for the claims has been limited to an
      aggregate of $1,000,000, and the claims are in the process
      of being resolved as between the Debtors and the USWA by
      agreement pursuant to the USWA Settlement Agreement.  

                     Retiree Benefits Claims

Among the objectionable Employee Claims were filed by or on
behalf of individuals who are the Debtors' retired employees, the
retired employees' spouses and certain of the retired employees'
dependents, in respect of Retiree Benefits.

Mr. Davis explains that pursuant to the Court Order authorizing
the Termination of Retiree Benefits, dated March 25, 2003, the
Court authorized the Debtors to:

   -- terminate the Retiree Benefits with respect to the Retirees
      effective March 31, 2003;

   -- pay no claims for medical services incurred by the Retirees
      subsequent to March 31, 2003;

   -- cease collecting contributions for coverage under programs
      applicable to the Retirees for the period subsequent to
      March 31, 2003, other than pursuant to the continuation
      coverage required by the Internal Revenue Code of 1986, as
      amended, and the Employee Retirement Income Security Act of
      1974, as amended;

   -- make no life insurance payments on behalf of any Retiree
      who died subsequent to March 31, 2003;

   -- pay no amounts on account of Retiree Benefits claims
      submitted to the appropriate insurance administrator
      subsequent to May 31, 2003; and

   -- after March 31, 2003, terminate all benefit plans and
      programs relating to Retiree Benefits.

Thus, Mr. Davis argues that, to the extent any of the claims was
filed by an USWA-Related Claimant, the claim should be disallowed
and expunged.

The Retirees Committee filed four proofs of claim in connection
with the termination of Retiree Benefits on behalf of all
Retirees it represents.  Thus, the claims filed by a Retiree that
is represented by the Retirees Committee in connection with the
termination of Retiree Benefits to be disallowed and expunged as
duplicative of the Retirees Committee Claims.

Similarly, the United Mine Workers of America filed a proof of
claim in connection with the termination of Retiree Benefits on
behalf of all Retirees represented by the UMWA.  Hence, claims
filed by Retirees represented by the UMWA in connection with the
termination of Retiree Benefits, must likewise be disallowed and
expunged as duplicative of the UMWA Claim.

The UMWA also has filed two proofs of claim with respect to a
small group of former UMWA-represented employees who had not
become eligible for Retiree Benefits prior to the Petition Date
and whom the Debtors had not enrolled in their health benefits
plan after the Petition Date because their eligibility was at
issue.

Specifically, Mr. Davis recounts that as of the Petition Date,
there was a litigation pending in the U.S. Court of Appeals for
the Fourth Circuit between the UMWA and certain of the Debtors
concerning the eligibility for Retiree Benefits of certain
individuals who last worked for the Debtors prior to the
expiration on August 1, 1998 of the National Bituminous Coal Wage
Agreement of 1993 and who the UMWA concedes were not eligible for
the Retiree Benefits as of its expiration because they had not
yet attained the age of 55 years or otherwise become eligible to
receive UMWA pension benefits.  

The Debtors exited the coal business prior to August 1, 1998, and
therefore never entered into a renewal agreement with the UMWA.
As a result of the automatic stay provisions of Section 362 of
the Bankruptcy Code, the dispute over the eligibility of the
post-August 1, 1998 "retirees" was never resolved by the Fourth
Circuit.  Following the Petition Date, the Debtors ceased to
enroll in their health benefits plan, former UMWA-represented
employees who thereafter reached age 55 and became eligible to
receive UMWA pension benefits -- the Postpetition UMWA Retirees.

After the Court overruled the UMWA's objections to the
termination of the Retiree Benefits for all UMWA Retirees, the
UMWA made a separate application with the Court for the payment
of benefits to the Postpetition UMWA Retirees.  On July 15, 2003,
the Debtors and the UMWA, in a settlement covering all claims for
Retiree Benefits presented by the Postpetition UMWA Retirees for
the period from the Petition Date through March 31, 2003, settled
the payment application.  The Court approved the settlement on
August 26, 2003.

Accordingly, Mr. Davis contends that the proofs of claim filed by
the UMWA should be disallowed and expunged as settled and
resolved and to the extent any of the 5,797 proofs of claim was
filed by a Postpetition UMWA Retiree for Retiree Benefits for the
period from the Petition Date through March 31, 2003, the claim
should be disallowed and expunged as settled and resolved.

To the extent any of the Retiree Benefits Claims is in respect of
Retiree Benefits which were incurred on or before March 31, 2003
and the claim for Retiree Benefits was submitted to the
appropriate insurance administrator on or before May 31, 2003,
Mr. Davis asserts that the claim has been paid or otherwise
satisfied in full by the Debtors, or has been referred to the
plan administrator and, if valid, will be paid.  

                     Pension Benefits Claims

Certain Claims were filed by current and former employees in
respect of their purported status as a beneficiary under the
Pension Plan of Bethlehem Steel Corporation and Subsidiary
Companies.  The Pension Benefit Guaranty Corporation guarantees
payment of certain benefits upon termination of a single-employer
pension plan to which Title IV of ERISA applies, subject to
certain guarantee limits.  The PBGC terminated, and assumed
trusteeship of, the Pension Plan effective as of December 18,
2002.

Pursuant to the ERISA, a participant in a terminated underfunded
pension plan may only look to the PBGC for the payment of
benefits in accordance with Title IV of ERISA.

The PBGC filed a $4,004,800,000 claim on account of the Pension
Plan's unfunded benefit liabilities.  Accordingly, the Debtors
contend that claims on account of the Pension Benefits should be
disallowed and expunged as superseded by the PBGC's claim or as
improper as a direct claim brought against the Debtors.

                         Severance Claims

The Debtors maintain a Severance Allowance Plan for their
Eligible Employees, effective January 1, 1990, on behalf of their
non-represented employees.  Payouts to eligible beneficiaries
under the Severance Plan are typically offset by, among other
things, the value of Retiree Benefits and enhanced pension
benefits.  Coincident with the Debtors' actions in early February
2003 to terminate all Retiree Benefits, the Debtors amended the
Severance Plan to eliminate offsets for Retiree Benefits and
enhanced pension benefits for employees actively at work on or
after February 1, 2003.

During the period from November 1, 2002 through January 31,
2003, the Debtors laid off 108 non-represented employees who
sought payment of severance benefits to which they alleged they
were entitled under the Severance Plan without regard to the
offsets.

Mr. Davis asserts that certain of the 5,797 claims were filed by
the 108 Severance Claimants in respect of severance benefits to
which they alleged they were entitled under the Severance Plan.  
On September 4, 2003, the Debtors sought the Court's authority to
pay the Severance Claimants a portion of the Offset Amounts in
the aggregate of $2,000,000, in settlement and full satisfaction
of their severance claims.  Because the Offset Amounts, if any,
will be paid to the Severance Claimants in accordance with the
Severance Offset Settlement, Mr. Davis asserts that if any of the
5,797 claims includes a claim under the Severance Plan by a
Severance Claimant, that claim should be disallowed and expunged.

In addition to the Severance Claimants, the Debtors laid off
other non-represented employees, referred to as the Remaining
Severance Claimants.  A number of the 5,797 claims were filed by
the Remaining Severance Claimants who alleged they are entitled
to severance benefits under the Severance Plan.  Mr. Davis
relates that to the extent any of the claims seeks recovery of
severance benefits allegedly due and owing under the Severance
Plan for a Remaining Severance Claimant, the claim should be
disallowed and expunged as all benefits due and owing under the
Severance Plan to the claimant has been paid.

               Claims for Continued Coverage under
                    Certain Benefit Programs

A portion of the 5,797 claims were filed by the Debtors' current
and former non-represented employees seeking continued coverage
under the Debtors' various compensation and benefit plans,
programs, policies and practices, including but not limited to
Terminable Benefit Programs -- long-term disability, disability
absence allowance, Lukens special insurance, Lukens special
severance, and sickness and accident benefits.  The Debtors had
the unilateral right to terminate the Terminable Benefit Programs
at any time and all programs were terminated as of April 29,
2003.  

Mr. Davis explains that the claimants had no right to continued
coverage under the Terminable Benefit Programs after termination
of the programs.  Claims filed on account of benefits under any
Terminable Benefit Program which became due prior to the date of
termination of the program has been paid or otherwise satisfied
in full by the Debtors, or has been referred to the plan
administrator and, if valid, will be paid.  

            Workers' Compensation and Related Claims

The Debtors maintain workers' compensation coverage and other
federally mandated coverage pursuant to various state laws, the
Federal Longshore Harbor Workers' Compensation Act and the
Federal Black Lung Benefits Act, for current and former employees
in numerous jurisdictions.  The Debtors' workers' compensation
obligations include claim expenses and assessments for which the
Debtors are self-insured, insurance premiums and certain
administrative and processing costs.

As of the ISG Closing Date, the Debtors ceased making payments in
respect of their Workers' Compensation Obligations in all
jurisdictions.  Pursuant to applicable state law, the obligations
in each jurisdiction were either assumed by the relevant
government agency charged with oversight of the delivery of the
benefits, continue to be paid through policies of insurance; or
will be paid by third parties through whom the Debtors acquired
surety bonds and letters of credit to ensure the payment of the
benefits.

As the Workers' Compensation Obligations have been assumed by the
relevant governmental agency charged with overseeing the delivery
of the benefits, the obligations will either be paid by the
applicable insurer or continue to be funded and administered by
the sureties that provided the bonds and letters of credit that
supported the payment of Workers' Compensation Obligations.
Furthermore, the applicable government agencies, insurers, and
sureties have filed proofs of claim in these cases covering the
costs associated with the payment of Workers' Compensation
Obligations for which the current and former employees filed
claims.  Accordingly, claims filed in respect of Workers'
Compensation Obligations must be disallowed and expunged in their
entirety.

              Tax Preparation Reimbursement Claim

Claims filed by the Debtors' former employees, in respect of tax
preparation reimbursement, must likewise be disallowed and
expunged.  Mr. Davis notes that these claims have already been
fully paid or satisfied by the Debtors.

       Claims in Connection with Change in Control Agreement

Upon the sale to ISG and termination of employment with the
Debtors, certain of the Debtors' former employees received
payments pursuant to the change in control agreement in
consideration of the execution of a release of all claims against
the Debtors, which included claims for benefits.  To the extent
any of the claims seeks any recovery based on any claim satisfied
or otherwise released in connection with a change in control
agreement, the Debtors ask the Court to disallow and expunge the
claim as paid, or otherwise satisfied in full by the Debtors, or
released by the claimant.

                      Equity-Related Claims

According to Mr. Davis, some of the 5,797 claims were filed by
former employees in respect of the stock options, restricted
stock, common stock, preferred stock and preference stock granted
to them pursuant to various stock and equity-related plans and
programs of the Debtors and their predecessors.  As with
ownership of common stock, Mr. Davis argues that holding of stock
options, restricted stock, common stock, preferred stock and
preference stock constitutes an equity interest in the Debtors,
and not a claim against the Debtors' estate.

Moreover, the Plan provides that, on the Effective Date, all
equity interests in the Debtors will be cancelled and holders of
the interests will receive no distribution on account of the
interests.  For these reasons, the equity-related claims should
be disallowed and expunged.

                        Unpaid Wage Claims

Mr. Davis explains that to the extent any of the Debtors' present
or former employees possessed claims entitled to unsecured
priority status under Section 507(a)(3) or Section 507(a)(4) of
the Bankruptcy Code, the claims have already been paid in
accordance with the Court Order dated October 15, 2001,
authorizing the Debtors to pay prepetition wages, compensation
and employee benefits, and authorizing and directing financial
institutions to honor and process checks and transfers.  

Based on the Debtors' books and records, all claims against them
on account of unpaid wages have either been:

   -- listed in the Debtors' schedule of liabilities, dated
      January 29, 2002, in which case holders of the claims will
      receive a distribution in accordance with the Plan based
      on the scheduled amount of the claims;

   -- paid; or

   -- otherwise satisfied in full.

Hence, the Debtors believe that any Unpaid Wage Claim that is not
listed on the Debtors' Schedules should be disallowed and
expunged, and any Unpaid Wage Claim listed on the Debtors'
Schedules be reduced and allowed in the scheduled amount.

                      Health Benefits Claims

Several of the claims were filed by claimants, other than the
Retirees, in respect of health benefits, and allege that the
claimant or its beneficiary was improperly not paid his or her
benefits.  Mr. Davis remarks that the claims have been referred
to the plan administrator and, if valid, will be paid.  Thus,
these claims should be disallowed and expunged as paid.

                   Non-qualified Benefits Claims

Mr. Davis notes that certain claim were filed in respect of non-
qualified supplemental retirement benefits.  There are 33 claims
filed by persons who were entitled to benefits pursuant to the
terms of the relevant non-qualified supplemental retirement
benefits plan.  Accordingly, the Debtors submit that:

   (i) to the extent any of the 5,797 claims seeks non-qualified
       supplemental retirement benefits, the claim should be
       disallowed and expunged as invalid except to the extent
       filed by the 33 individuals; and

  (ii) any of the claims filed by the 33 individuals will be
       disallowed and expunged in their entirety except to the
       extent of any claim which seeks non-qualified supplemental
       retirement benefits, in which case the remaining claim
       amount should be reduced to an unliquidated amount to be
       determined.

The Debtors are not aware of any claim included in the 5,797
Claims based on any other alleged entitlement and therefore,
except as provided, all claims should be disallowed and expunged
in their entirety.  In the event that any of the claims are not
disallowed and expunged, the Debtors reserve their right to
object to the proofs of claim on other grounds at a later date.
(Bethlehem Bankruptcy News, Issue No. 46; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


BIG CITY RADIO: Shareholders Okay Proposed Plan of Liquidation
--------------------------------------------------------------
Big City Radio, Inc. (AMEX: YFM) announced that stockholders
holding a majority of the voting power of Big City Radio's common
stock executed and delivered to Big City Radio a written consent
approving a plan of complete liquidation and dissolution for Big
City Radio.

No further vote or consent of any other stockholder of Big City
Radio is necessary to approve the plan. As previously announced,
the Big City Radio's board of directors unanimously approved the
plan in August 2003.

A description of the plan and information about related matters
will be set forth in an information statement filed with the SEC
and mailed to stockholders. Big City Radio may first take
corporate action in accordance with the stockholder approval by
filing a certificate of dissolution with the Delaware Secretary of
State not less than 20 days after the date that the information
statement is first mailed to its stockholders.

In connection with the implementation of the plan, Big City Radio
intends to voluntarily delist its Class A common stock from the
American Stock Exchange on or about the time that Big City Radio
files the certificate of dissolution with the Delaware Secretary
of State. After that date, there will be no further trading of the
Class A common stock on the American Stock Exchange. As soon as
possible thereafter, Big City Radio intends to cease filing
reports with the SEC under the Securities Exchange Act of 1934 as
permitted by SEC rules.

                         *      *      *

In its most recent Form 10-Q filed with Securities and Exchange
Commission, Big City Radio reported:

"[E]vents of default exist under the Indenture governing Big City
Radio's Notes and Big City Radio entered into a Forbearance
Agreement with the holders of approximately $128 million principal
amount at maturity of the Notes, although the Forbearance
Agreement did not prevent the trustee under the Indenture or note-
holders that were not parties to the Forbearance Agreement from
pursuing remedies under the Indenture.

"Since its inception, Big City Radio incurred substantial net
operating losses primarily due to broadcast cash flow deficits
associated with the start up of its radio station operations.
During the quarter ended June 30, 2003, the Company completed
three of four planned asset sale transactions, and also amended
the fourth transaction to sell certain non-license assets. As a
result of these transactions, the Company has sold the majority of
its operating assets and now owns only WYXX-FM in Morris,
Illinois. The Company remains a party to some contracts formerly
used in the operations of the sold radio stations which were not
assumed by the purchasers of its radio properties. The Company
does not expect to incur material obligations under these
contracts. As a further result of the completed asset sales and
the realized and unrealized gains in the Entravision Class A
common stock since April 16, 2003, the date the Entravision
transaction was completed, the Company has reported a total
estimated tax provision for Federal and State taxes  of
approximately $10 million. This total provision was estimated
assuming the liquidation of the Entravision Class A common stock
at its closing price on June 30, 2003. The Company has contractual
liabilities to management under employment arrangements estimated
as approximately $2.2 million. As a result, Big City expects to
generate net operating losses for the foreseeable future.

"Prior to completion of the asset sales described above, Big City
Radio met its working capital needs primarily through borrowings,
including loans from Big City Radio's principal stockholders,
Stuart and Anita Subotnick, loans under credit facilities, and
proceeds from the issuance of the senior notes in March 1998. From
October 31, 2001 to the completion of the asset sales, Big City
Radio has met its working capital needs primarily from the
proceeds of the sale of Big City Radio's Phoenix radio stations
which it completed on that date.

"The Company failed to make the semi-annual interest payment of
$9,800,000 due on the senior notes on September 15, 2002. Big City
Radio's cash resources were insufficient to enable Big City Radio
to make the semi-annual interest payment within the 30-day grace
period provided under the indenture. The grace period expired on
October 15, 2002, thereby resulting in an additional event of
default under the indenture. On October 17, 2002, pursuant to the
indenture, holders of the senior notes delivered an acceleration
notice to Big City Radio declaring the principal and interest on
all of the senior notes to be immediately due and payable.

"In light of these developments, the Company evaluated its
strategic alternatives and the most efficient use of its capital.
On November 4, 2002, Big City Radio announced it had retained
Jorgenson Broadcast Brokerage to market and conduct an auction
sale of all of Big City Radio's radio stations.

"On November 13, 2002, Big City Radio, and the holders of
approximately $128,000,000 in principal amount of the senior notes
acting through an ad hoc committee of noteholders, entered into a
forbearance agreement. Under the forbearance agreement, the
signatory noteholders agreed to forebear, through January 31, 2003
(later extended to March 31, 2003 and subsequently to April 30,
2003), from taking, initiating or continuing any action to enforce
the Company's payment obligations under the senior notes,
including, without limitation, any involuntary bankruptcy filing
against the Company, or against any property, officers, directors,
employees or agents of the Company to collect on or enforce
payment of any indebtedness or obligations, or to otherwise assert
any claims or causes of action seeking payment under the senior
notes, in each case arising under or relating to the payment
default or the default arising from the failure to make the
required offer to repurchase senior notes or other existing
defaults known to the signatory noteholders as of November 13,
2002. Under the forbearance agreement, the Company agreed to
conduct the auction of its radio stations in a good faith manner
designed to sell the assets as soon as practicable for net cash
consideration in an amount at least sufficient to pay all
principal of, and accrued and unpaid interest on, the senior
notes. If the signatory noteholders reasonably believed that the
Company was not conducting the auction process in good faith or
was not operating or managing the business and financial affairs
of the Company in good faith in the ordinary course and consistent
with past practices, they could have notified the Company in
writing and could have elected to terminate the forbearance
agreement. The Company further agreed not to pay, discharge or
satisfy any liability or obligation except for obligations
reflected on the Company's balance sheet as of December 31, 2001
or incurred in the ordinary course since that date which were
paid, discharged or satisfied for fair and equivalent valued in
the ordinary course of business and consistent with past
practices. The forbearance agreement did not prevent the trustee
under the indenture or noteholders that are not parties to the
forbearance agreement from pursuing remedies under the indenture.

"Big City Radio and the noteholders executed an amendment to the
forbearance agreement as of January 14, 2003, in which the
expiration date of the forbearance period was extended from
January 31, 2003 through and including March 31, 2003. The
forbearance agreement was further amended to provide that:

- Big City Radio would pay the noteholders the net cash proceeds
  of any asset sale within five business days after the completion
  of such asset sale, until such time as the noteholders had
  received cash in an amount equal to all principal of, and
  accrued and unpaid interest on, the senior notes;

- the forbearance agreement could be terminated by either Big City
  Radio or the ad hoc committee upon written notice if:

- any party to the forbearance agreement failed to perform any of
  its obligations, or breached any of its representations,
  covenants or warranties, under the forbearance agreement,

- Big City Radio or any party to any asset purchase agreement for
  any asset sale which Big City Radio had publicly announced on or
  before January 6, 2003 breached any representation, warranty or
  covenant in such asset purchase agreement, and did not cure such
  breach within ten days, or

- one or more of the asset purchase agreements was terminated or
  modified in any material respect; and

- Big City Radio was required to immediately notify the ad hoc
  committee by written notice of:

- any breach by Big City Radio of the forbearance agreement,

- any breach by Big City Radio or any other party of any of the
  foregoing asset purchase agreements, whether or not such breach
  was curable, and

- any termination by Big City Radio or any other party thereto of
  any such asset purchase agreements.

"In addition, the forbearance agreement provided that it would
automatically terminate upon the filing of a voluntary or
involuntary petition under the insolvency or bankruptcy laws of
the United States or any state with respect to Big City Radio,
except that, upon the filing of an involuntary bankruptcy petition
by unaffiliated, arm's length creditors, Big City Radio would have
a period of ten days to obtain the dismissal or withdrawal of such
a petition before the forbearance agreement terminated as a result
of the filing. In March 2003, a second amendment to the
forbearance agreement was signed extending the forbearance period
through and including April 30, 2003. Although Big City Radio and
the signatory noteholders discussed a further extension of the
forbearance period, no such extension was executed.  Accordingly,
if any amounts remain to be paid under the Indenture governing the
Notes, the signatory noteholders are presently able to exercise
any and all remedies under the Indenture governing the Notes.

"Between December 23, 2002 and January 2, 2003, Big City Radio
signed asset purchase agreements to sell eleven of the twelve FCC
radio stations that it owned. In May 2003, the parties amended the
HBC asset purchase agreement permitting the transfer of non-
license assets in exchange for an initial payment of $29.875
million with a second and final payment of $3.0 million to be made
upon the transfer of the FCC license, which transfer was effected
and which payment was received on July 18, 2003. Following the
completion of these four asset purchase agreements, the Company
has received gross cash proceeds of approximately $197.9 million
and 3,766,478 shares of Entravision's Class A Common Stock. Under
the senior notes forbearance agreement described above, Big City
Radio is obligated to apply the net proceeds of the asset sales
first to pay the principal amount of the senior notes and all
accrued and unpaid interest thereon through the date of such
payment. The Company has paid the trustee for the bondholders
approximately $195.4 million. The Company is holding discussions
with bondholders and the trustee to determine what additional
amounts, if any, are required to be paid by the Company to the
Trustee for the benefit of the bondholders. These discussions
concern whether interest on interest was due and payable and
whether interest ceased to accrue on the dates on which payments
were made by the Company to the Trustee, or whether interest
continued to accrue until such subsequent dates on which the
Trustee made distributions to the bondholders. Depending on the
outcome of these discussions, the Company could be liable to the
bondholders in an additional amount of up to $1.28 million.  As of
June 30, 2003, the Company has recorded its interest payable
consistent with its assessment of the most likely outcome of this
contingency.

"Big City Radio will apply the net proceeds from the sale of its
sole remaining radio station asset, together with its other
liquidity sources, to pay any remaining principal and interest due
on the Notes and to pay expenses relating to the asset sales,
including employee severance, contractual liabilities to
management under employment arrangements, tax liabilities and
expenses associated with termination of contracts not assumed by
the buyers, as well as trade payables and other operating
expenses.

"If Big City Radio sells its sole remaining radio station, it will
have disposed of all of its operating properties. Its principal
sources of liquidity will then consist of cash on hand, amounts
earned on the investment of such cash and the shares of
Entravision Stock received in the sale of the Los Angeles radio
stations to Entravision. During the quarter ended June 30, 2003,
Big City Radio commenced a program of selling some of the shares
of Entravision Stock. As of August 1, 2003, Big City Radio had
sold an aggregate of 620,700 shares of Entravision Stock for total
proceeds of $6,815,000. Big City Radio will continue to seek
additional liquidity by selling shares of the Entravision Stock,
although any such sales will be subject to numerous factors
including market conditions and the timing of the Company's future
cash obligations. Big City Radio believes that these liquidity
sources will be sufficient to meet its short-term cash needs.

"The amount and nature of Big City Radio's long-term liquidity
needs will depend on, among other things, a decision by the board
of directors regarding future operations, if any, of Big City
Radio."


CALYPTE BIOMEDICAL: Third-Quarter Net Loss Widens to $7 Million
---------------------------------------------------------------
Calypte Biomedical Corporation (OTC Bulletin Board: CYPT), the
developer and marketer of the only two FDA approved HIV-1 antibody
tests for use with urine samples, announced financial results for
the third quarter and nine-months ended September 30, 2003.

Revenues for the quarter totaled $897,000, versus revenues of
$493,000 for the comparable period in 2002 and $749,000 for the
previous quarter ended June 30, 2003. The net loss attributable to
common stockholders for the quarter was $7.3 million, or $0.11 per
common share, compared to a net loss of $1.5 million, or $0.51 per
common share for the three months ended September 30, 2002. The
net loss for the third quarter of 2003 and 2002 included a $4.8
million loss and a $1.3 million gain, respectively, in non-cash
items that were primarily related to the grants of common stock,
options and warrants as compensation for services and non-cash
interest expense related primarily to the accounting for Calypte's
convertible debt financing instruments.

For the nine months ended September 30, 2003, revenues totaled
$2.4 million, versus revenues of $2.9 million for the same period
last year. The net loss attributable to common stockholders was
$21.6 million, or $0.75 per common share, compared to a net loss
of $7.2 million, or $3.41 per common share for the nine months
ended September 30, 2002. The net loss for the nine months ended
September 30, 2003 and 2002 included a $12.8 million loss and a
$2.1 million loss, respectively, in non-cash items that were
primarily related to the grants of common stock, options and
warrants as compensation for services and non-cash interest
expense related primarily to the accounting for Calypte's
convertible debt financing instruments.

"Calypte has met challenges this quarter and is continuing to
pursue its international marketing goal for rapid urine testing
and this product development cycle," stated Tony Cataldo,
Calypte's Executive Chairman. "The HIV/AIDS testing market is vast
and Calypte is dedicated to achieving a significant penetration
into that market in the coming quarters."

Following are the company's most significant milestones since the
last quarterly release together with the progress made in the
development of its rapid HIV products and the strengthening of the
balance sheet:

     * The company submitted an application with the U.S. Food and
       Drug Administration for an Investigational Device Exemption
       for its HIV-1/2 lateral flow antibody Rapid Blood Test to
       be performed on whole blood. This represents the Company's
       first application in connection with several rapid HIV
       diagnostic tests the Company has under development. The
       Company expects to submit a similar application for its
       urine-based HIV-1/2 Rapid Test sometime next year.

     * The company believes that there is strong demand for a
       rapid urine product and is moving forward with
       international clinical trials and is in the initial
       planning stages to establish the manufacturing locations
       necessary to produce product and file for approvals in key
       African countries as well as China. Further to this end, as
       part of its association with the Marr Group, it is forming
       a joint venture in China to manage this important market.

     * Calypte completed a $10 million equity financing agreement
       with Marr Technologies, B.V. via the issuance of 20,000,000
       restricted shares of common stock at a price of $.50 per
       share.

     * Calypte also concluded a $10 million debt facility from
       Marr Technologies, B.V.  this week.  The monies can be
       drawn down during next spring in the form of 12-month notes
       bearing simple interest at 5%.  In order to obtain full
       access to the line the company has committed to moving to a
       major stock exchange no later than the end of the first
       quarter of 2004.  This provides an extra $10 million in
       available working capital in 2004, as necessary, while the
       company seeks to bring its HIV rapid products to market.

Calypte exited the quarter ended September 30, 2003 with $9.0
million in cash, $6.5 million in working capital, and a 9-month
average burn rate for 2003 of $1.1 million.

At September 30, 2003, Calypte Biomedical's balance sheet shows
improvement, with total shareholders' equity pegged at $4.7
million, up from a deficit of about $7.5 million recorded nine
months ago.

Commenting on these events, Mr. Oyakawa, Calypte's President and
Chief Operating Officer stated, "We believe we now have sufficient
capital to execute most of our business plan. Our focus for the
next two quarters will be operations -- en route to rapid urine
revenues, which we anticipate no later than the summer of next
year. Execution of these goals will be the highest priority."

Further information is available in the company's SEC Form 10-QSB
filed Friday. As noted therein, Calypte was contacted by the San
Francisco District Office of the Securities and Exchange
Commission on October 28, 2003 and advised of an informal inquiry
being conducted by the enforcement staff of the Commission
regarding the Company.  The staff has requested, among other
things, documents and information related to certain press
releases issued by the Company.  The Commission has advised the
Company that the inquiry should not be construed as an indication
by the Commission or its staff that any violation of law has
occurred.  The Company is in the process of voluntarily providing
information sought by the Commission and intends to cooperate with
the Commission in connection with its informal inquiry.
Independently, the Company's Audit Committee is investigating the
matter and intends to make recommendations, if applicable, to the
board of directors.  Calypte's independent auditors, KPMG LLP,
have informed the Company that they will not complete their
quarterly review until such time as the Company's Audit Committee
completes its investigation and the same is reviewed by KPMG LLP.

Calypte Biomedical Corporation, headquartered in Alameda,
California, is a public healthcare company dedicated to the
development and commercialization of urine-based diagnostic
products and services for Human Immunodeficiency Virus Type 1
(HIV-1), sexually transmitted diseases and other infectious
diseases. Calypte's tests include the screening EIA and
supplemental Western Blot tests, the only two FDA-approved HIV-1
antibody tests that can be used on urine samples, as well as an
FDA-approved serum HIV-1 antibody Western Blot test. The Company
believes that accurate, non-invasive urine-based testing methods
for HIV and other infectious diseases may make important
contributions to public health by helping to foster an environment
in which testing may be done safely, economically, and painlessly.


CHANNEL MASTER: Asset Sale Auction Convening Tomorrow
-----------------------------------------------------
Pursuant to Uniform Bidding Procedures approved by the U.S.
Bankruptcy Court for the District of Delaware, Channel Master
Holdings, Inc., and its debtor-affiliates will auction-off
substantially all of their assets, in whole and in part and free
and clear of all liens and encumbrances, tomorrow, at 10:00 a.m.
The auction will be held at the offices of the Counsel for the
Debtors, Pepper Hamilton LLP, located at 1201 Market Street, Suite
1600, Wilmington, Delaware 19899-1709.

Headquartered in Smithfield, North Carolina, Channel Master
Holdings, Inc., with the Debtor-affiliates, is a leading designer
and manufacturer of high-volume, superior quality antenna products  
for the satellite communications industry both in the U.S. and
internationally.  The Company filed for chapter 11 protection on
October 2, 2003 (Bankr. Del. Case No. 03-13004). David B.
Stratton, Esq., at Pepper Hamilton LLP represents the Debtors in
their restructuring efforts.  When the Company filed for
protection from its creditors, it listed estimated debts and
assets of over $50 million each.


CLEARLY CANADIAN: Sept. Working Capital Deficit Tops $1.3 Mill.
---------------------------------------------------------------
Clearly Canadian Beverage Corporation (TSX: CLV; OTCBB: CCBC)
today reported financial results for its third fiscal quarter
ended September 30, 2003.

As previously announced (February 27, 2002), the Company's wholly
owned U.S. subsidiary, CC Beverage (U.S.) Corporation, sold
certain of its business assets. This divestiture included the sale
of its private label co-pack bottling business, Cascade Clear
brand water business and related production assets (which sale was
completed in February 2002). As a result of this divestiture, for
reporting purposes, the results and financial position of the
Company now reflect the results of the "continuing operations" for
the nine months ended September 30, 2003.

Results of Continuing Operations for the third quarter of 2003:

Net loss from continuing operations for the three months ended
September 30, 2003 was $781,000 or $0.12 per share on sales
revenues of $3,849,000 compared to $520,000 or $0.08 per share on
sales revenues of $5,889,000 for the same period in 2002.  

Net loss from continuing operations for the nine months ended
September 30, 2003 was $2,086,000 or $0.31 per share on sales
revenues of $10,932,000 compared to $815,000 or $0.12 per share on
sales revenues of $17,672,000 for the nine months ended
September 30, 2002.  

"While overall sales for the Company's beverage lines were down on
a year over year basis, the Company is encouraged that sales of
its Clearly Canadian brand in particular are showing a positive
change in those regions where we are now established with
dedicated distributors. Even though we are seeing some positive
results from these changes, the Company still requires additional
working capital to establish sustained profitability and
operations going forward. To assist us in our efforts, we have
engaged the services of certain parties to identify and evaluate
strategic partnerships in an effort to enhance the Company's
financial position," said Douglas Mason, President and CEO of
Clearly Canadian Beverage Corporation.

Selling, general and administrative expenses were $1,576,000 for
the three months ended September 30, 2003 compared with $2,206,000
for the same period in 2002, representing a reduction in such
expenses of 29%. Selling, general and administrative expenses were
$4,808,000 for the nine months ending September 30, 2003 compared
to $6,195,000 for the same period in 2002, representing a
reduction in such expenses of 22%.

Mason added: "In the third quarter, we continued to further
control SG&A, maintaining expenses in line with sales. In the
fourth quarter, we will work closely with our distributor network
to keep the focus on brand Clearly Canadian in an effort to
maintain sales levels through the end of 2003. These efforts will
be supported by regional sales programs, developed to drive case
sales and promote consumer purchase in the last quarter of the
year."

Gross profit for the three months ended September 30, 2003 was
$918,000 (24%) compared to $1,722,000 (29%) for the same period
in 2002. Gross profit for the nine months ended September 30,
2003 was $3,022,000 (28%) compared to $5,602,000 (32%) for the
nine months ended September 30, 2002. The decrease of the
Company's gross profit is primarily attributed to the write down
of inventories related to required label changes and discontinued
packaging in the quarter.

At Sept. 30, 2003, Clearly Canadian's balance sheet reports a
working capital deficit of about $1.3 million.

Based in Vancouver, B.C., Clearly Canadian markets premium
alternative beverages and products, including Clearly Canadian(R)
sparkling flavored water, Clearly Canadian O+2(R) and Tre
Limone(R) which are distributed in the United States, Canada and
various other countries. Clearly Canadian also holds the exclusive
license to manufacture, distribute and sell certain Reebok
beverage products in the United States, Canada and the Caribbean.
Additional information on Clearly Canadian may be obtained on the
world wide web at http://www.clearly.ca  


CONE MILLS: Gets Okay to Appoint Altman Group as Claims Agent
-------------------------------------------------------------
Cone Mills Corporation and its debtor-affiliates sought and
obtained approval from the U.S. Bankruptcy Court for the District
of Delaware to appoint Altman Group, Inc., as Notice, Claims,
Solicitation and Balloting Agent.

The Debtors report to have numerous creditors, potential creditors
and parties in interest to which certain notices must be sent and
who will file claims in these chapter 11 cases. To ease the burden
that this may give to the Court and the Clerk of Court, the
Debtors employ Altman Group to:

     a. mail a notice of commencement of cases to all creditors,
        security holders and other required parties;

     b. once the bar date has been set, mail proof of claim
        forms to all creditors with the scheduled amount noted,
        as well as to other identified parties;

     c. if requested, handle the docketing of any claims fled
        with the Court, or coordinating the receipt of filed
        claims;

     d. prepare the register of claims;

     e. prepare periodic updates of the register of claims to
        reflect claim amendments, stipulations, and rulings;

     f. prepare any exhibits for objections, as requested;

     g. testify at hearings on claims objections;

     h. respond to creditors who may have questions about their
        claim or the claims process;

     i. mail notices to claimants;

     j. mail voting documents to claimants and tabulating
        returned ballots;

     k. prepare a certified report of the voting results for
        delivery to the Bankruptcy Court; and

     l. provide such other services as may be requested by the
        Debtors, counsel to the Debtors or the Bankruptcy Court.

Kenneth L. Altman, President of Altman Group reports that the
hourly rates for their services are:

          Database Set-Up                 $125 - $150 per hour
          Claims Docketing                $100 - $275 per hour
          Document Management             $100 - $150 per hour
          Custom Reports                  $125 - $175 per hour
          Voting and Tabulation           $100 per hour
          Programming/Technical Services  $125 - $175 per hour

Professionals in Altman Group also charge their services in their
current hourly rates of:

          Senior Managing Director        $275 per hour
          Managing Director               $250 per hour
          Senior Bankruptcy Consultant    $225 per hour
          Bankruptcy Consultant           $175 to $200 per hour
          Senior Account Executive        $150 to $175 per hour
          Account Executive               $125 to $150 per hour
          Telephone Service Rep.          $100 per hour

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.


CONSOLIDATED FREIGHTWAYS: Auctioning-Off 3 Ontario Facilities
-------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways announced that it is placing its three
Ontario distribution facilities -- Barrie, Kitchener and Thorold
-- individually for sale to the highest bidder, through an open
auction process scheduled for November 20, 2003.

The Barrie property is a 5-door cross-dock distribution facility
situated on 2.48 acres located at 181 John Street. A reserve
auction starting price of CDN$275,000 has been established for the
Barrie property.

The Kitchener terminal is a 10-door facility located at 58 Hanson
Avenue. It sits on 2.68 acres and has a contract price of
CDN$300,000.

CF's 5-door Thorold terminal is at 2140 Allanport Road and is
situated on six acres. A contract price of CDN$130,000 has been
established.

All properties have been closed to operations since September 3,
2002 when the 74-year-old company filed for bankruptcy protection.
Since then CF has been liquidating the assets of the corporation
under orders of the bankruptcy court.

Interested parties who would like to participate in the November
20 bankruptcy auction should submit the form Request to be
Designated a Qualified Bidder at Auction. That form can be found
at http://www.cfterminals.com/Overbidder.htmland must be  
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 143 CF properties throughout the U.S. have been sold for
$269 million. Potential bidders should direct any questions about
the property and the bidding procedures that cannot be answered at
the company's Web site http://www.cfterminals.com to  
Transportation Property Company at (800) 440-5155.


CONSOLIDATED FREIGHTWAYS: Michigan Assets Up on Auction Block
-------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways is placing its Grand Rapids and
Lansing distribution facilities individually for sale to the
highest bidder, through an open auction process scheduled for
November 20, 2003.

The Grand Rapids property is located at 219 Canton SouthWest and
is a 95-door cross-dock distribution facility situated on 10.00
acres. A contract price of $1,200,000 has been established for the
CF property. Forty-three CF employees formerly worked at the Grand
Rapids terminal.

The 21-door Lansing terminal is situated on 5.30 acres at 6726
Millett Highway. It has a contract price of $415,000. Twenty-four
employees formerly worked there.

Both terminals have been closed to operations since September 3,
2002 when the 74-year-old company filed for bankruptcy protection.
Since then CF has been liquidating the assets of the corporation
under orders of the bankruptcy court.

Interested parties who would like to participate in the November
20 bankruptcy auction should submit the form Request to be
Designated a Qualified Bidder at Auction. That form can be found
at http://www.cfterminals.com/Overbidder.htmland must be  
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 143 CF properties throughout the U.S. have been sold for
$269 million. Potential bidders should direct any questions about
the property and the bidding procedures that cannot be answered at
the company's Web site http://www.cfterminals.comto  
Transportation Property Company at (800) 440-5155.


CONSOLIDATED FREIGHTWAYS: Auctioning-Off 4 Wisconsin Facilities
---------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways is placing four of its Wisconsin
distribution facilities -- Madison, Menasha, Sheboygan and Wausau
-- individually for sale to the highest bidder, through a reserve
and open auction process scheduled for November 20, 2003.

The Madison property located at 401 North Third Street is a 32-
door cross-dock distribution facility situated on 2.64 acres. A
reserve auction starting price of $525,000 has been set for the
Madison terminal. Forty-nine CF employees formerly worked there.

The 48-door Menasha terminal is on 6.78 acres at 1020 Ehlers Road
and a contract price of $550,000 has been established. Thirty-
eight employees formerly worked at Menasha.

The Sheboygan distribution facility is at 4117 Playbird Road, is
situated on 4.59 acres and has a contract price of $300,000. Ten
CF employees formerly worked there.

CF's 18-door Wausau property is at 5103 West Sherman Street and is
situated on 2.30 acres. A contract price of $135,000 has been set.
Eight employees formerly worked at Wausau.

All four terminals have been closed to operations since
September 3, 2002 when the 74-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.

Interested parties who would like to participate in the November
20 bankruptcy auction should submit the form Request to be
Designated a Qualified Bidder at Auction. That form can be found
at http://www.cfterminals.com/Overbidder.htmland must be  
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 143 CF properties throughout the U.S. have been sold for
$269 million. Potential bidders should direct any questions about
the property and the bidding procedures that cannot be answered at
the company's Web site http://www.cfterminals.comto  
Transportation Property Company at 800-440-5155.


CONSOLIDATED FREIGHTWAYS: Selling Kansas Asset at Thurs. Auction
----------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways is placing its Kansas City
distribution facility, located at 4207 Gardner Lane, for sale to
the highest bidder, through a reserve auction process scheduled
for November 20, 2003.

The Kansas City property is a 252-door cross-dock distribution
facility situated on 24.42 acres and has been closed to operations
since September 3, 2002 when the 74-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.
Five hundred and ten CF employees formerly worked at the Kansas
City terminal.

A reserve auction starting price of $2,495,000 has been
established for the CF property. Interested parties who would like
to participate in the November 20 bankruptcy auction should submit
the form Request to be Designated a Qualified Bidder at Auction.
That form can be found at
http://www.cfterminals.com/Overbidder.htmland must be submitted  
prior to the date of the auction. The indicated deposit must also
be received, via wire or certified check, prior to the date of the
auction.

To date, 143 CF properties throughout the U.S. have been sold for
$269 million. Potential bidders should direct any questions about
the property and the bidding procedures that cannot be answered at
the company's web site http://www.cfterminals.comto  
Transportation Property Company at 800-440-5155.


CONSOLIDATED FREIGHTWAYS: 2 Oklahoma Facilities on Auction Block
----------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways is placing its Oklahoma City and Tulsa
distribution facilities individually for sale to the highest
bidder, through a reserve and open auction process scheduled for
November 20, 2003.

The Oklahoma City facility is located at 1400 South Skyline Road
property and is a 96-door cross-dock distribution facility
situated on 12.02 acres. A contract price of $1,350,000 has been
established for the Oklahoma City property. 135 employees formerly
worked there.

The 24-door Tulsa terminal is at 12 South Hudson Street and is
situated on 2.10 acres. A reserve auction starting price of
$150,000 has been established. Thirty-nine employees formerly
worked at Tulsa.

Both terminals have been closed to operations since September 3,
2002 when the 74-year-old company filed for bankruptcy protection.
Since then CF has been liquidating the assets of the corporation
under orders of the bankruptcy court.

Interested parties who would like to participate in the November
20 bankruptcy auction should submit the form Request to be
Designated a Qualified Bidder at Auction. That form can be found
at http://www.cfterminals.com/Overbidder.htmland must be  
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 143 CF properties throughout the U.S. have been sold for
$269 million. Potential bidders should direct any questions about
the property and the bidding procedures that cannot be answered at
the company's web site http://www.cfterminals.comto  
Transportation Property Company at 800-440-5155.


CONSOLIDATED FREIGHTWAYS: Selling Jackson Distribution Facility
---------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways is placing its Jackson distribution
facility located at 125 Interstate Drive for sale to the highest
bidder, through an open auction process scheduled for November 20,
2003.

The Jackson property is an 80-door cross-dock distribution
facility situated on 30 acres and has been closed to operations
since September 3, 2002 when the 74-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.
Ninety-nine CF employees formerly worked at the Jackson terminal.

A contract price of $1,300,000 has been established for the CF
property. Interested parties who would like to participate in the
November 20 bankruptcy auction should submit the form Request to
be Designated a Qualified Bidder at Auction. That form can be
found at http://www.cfterminals.com/Overbidder.htmland must be  
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 143 CF properties throughout the U.S. have been sold for
$269 million. Potential bidders should direct any questions about
the property and the bidding procedures that cannot be answered at
the company's Web site http://www.cfterminals.comto  
Transportation Property Company at 800-440-5155.


CONSOLIDATED FREIGHTWAYS: Will Auction-Off Illinois Facility
------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways is placing its Elgin distribution
facility located at 1601 Villa Street for sale to the highest
bidder, through a reserve auction process scheduled for
November 20, 2003.

The Elgin property is a 31-door cross-dock distribution facility
situated on 12.29 acres and has been closed to operations since
September 3, 2002 when the 74-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.
Eighty-one CF employees formerly worked at the Elgin terminal.

A reserve auction starting price of $1,300,000 has been
established for the CF property. Interested parties who would like
to participate in the November 20 bankruptcy auction should submit
the form Request to be Designated a Qualified Bidder at Auction.
That form can be found at
http://www.cfterminals.com/Overbidder.htmland must be submitted  
prior to the date of the auction. The indicated deposit must also
be received, via wire or certified check, prior to the date of the
auction.

To date, 143 CF properties throughout the U.S. have been sold for
$269 million. Potential bidders should direct any questions about
the property and the bidding procedures that cannot be answered at
the company's Web site http://www.cfterminals.comto  
Transportation Property Company at (800) 440-5155.


CONSOLIDATED FREIGHTWAYS: Auctioning-Off Two Montana Facilities
---------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways is placing its Billings and Butte
distribution facilities for sale individually to the highest
bidder, through an open auction process scheduled for November 20,
2003.

The Billings terminal is located at 901 Fourth Avenue North and is
a 33-door cross-dock distribution facility with a contract price
of $500,000. Eleven CF employees formerly worked at the Billings
terminal.

The Butte property is a 22-door terminal located at 2755 Lexington
on 6.15 acres. This facility has a contract price of $330,000 and
twenty-three employees formerly worked there.

Both terminals have been closed to operations since September 3,
2002 when the 74-year-old company filed for bankruptcy protection.
Since then CF has been liquidating the assets of the corporation
under orders of the bankruptcy court.

Interested parties who would like to participate in the November
20 bankruptcy auction should submit the form Request to be
Designated a Qualified Bidder at Auction. That form can be found
at http://www.cfterminals.com/Overbidder.htmland must be  
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 143 CF properties throughout the U.S. have been sold for
$269 million. Potential bidders should direct any questions about
the property and the bidding procedures that cannot be answered at
the company's Web site http://www.cfterminals.comto  
Transportation Property Company at (800) 440-5155.


COUNCILL CRAFTSMEN: Committee Taps Adams Kleemeier as Counsel
-------------------------------------------------------------
The duly-appointed Committee of Unsecured Creditors in Councill
Craftsmen, Inc.'s chapter 11 case, sought and obtained approval
from the U.S. Bankruptcy Court for the Middle District of North
Carolina to employ Adams Kleemeier Hagan & Fouts PLLC as its
Counsel.

In this engagement, Adams Kleemeier will:

     a) advise the Committee of its duties and responsibilities;
     
     b) negotiate and consult with the Debtor and with
        creditors;

     c) prepare documents, pleadings, and reports;

     d) review the Debtor's plan of reorganization;

     e) investigate the acts, conduct, assets, liabilities, and
        financial condition of the Debtor, the operation of the
        Debtor's business, and any other matter relevant to the
        case or the formulation of a plan; and

     f) perform such other services as are in the interest of
        the Committee.

Christine L. Myatt, Esq., leads the engagement.  Adams Kleemeier
will bill the Debtor's estate by the hour for services rendered to
the Committee.  The Firm's current hourly rates range from $140 an
hour for associates to $295 an hour for senior attorneys.  Ms.
Myatt's hourly rate is $295 per hour.

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


COVANTA ENERGY: Wins Approval to Enter into Insurance Financing
---------------------------------------------------------------
The Covanta Energy Debtors ask Judge Blackshear for a second order
authorizing them to enter into insurance premium financing
agreements to finance the payment of premiums to be paid on their
insurance policies.

Deborah M. Buell, Esq., at Cleary, Gottlieb, Steen & Hamilton, in
New York, recalls that the Court entered the First Premium
Financing Order on December 3, 2002, with respect to the Debtors'
entry into insurance premium financing agreements for the October
2002 to October 2003 period.  

The Debtors maintain various insurance policies that provide both
primary and excess coverage for:

   (1) property, boiler and machinery damage and business
       interruption -- the Property Policies; and

   (2) Workers' Compensation, general and auto liability -- the
       Casualty Policies.

In the ordinary course of their business, the Debtors will renew
the terms of:

   (a) the Property Policies for one year as of October 20, 2003.
       Annual premiums for renewal through October 20, 2004 is
       expected not to exceed $15,000,000 -- the Property
       Premium; and

   (b) the Casualty Policies for one year as of October 20, 2003.
       Annual premiums for renewal through October 20, 2004 is
       expected not to exceed $8,000,000 -- the Casualty Premium.

The Debtors are required to pay the total Premium within 30 days
of renewal of either the Property Policies and Casualty Policies.
The Premium Amounts are expected to be similar to the premiums
charged to the Debtors under the Policies for the previous year's
coverage.  Ms. Buell reminds the Court that under the DIP Credit
Agreement dated April 1, 2002, the Debtors are required to
maintain property and casualty insurance.  

Because the payment of the Premium Amounts in a lump sum would
impose a severe strain on the Debtors' cash resources, the
Debtors wish to enter into arrangements to provide financing in
order to pay the Premium Amounts, consistent with their ordinary
course practice prior to the Petition Date and pursuant to the
First Premium Financing Order.  The Debtors have been presented
with an opportunity to obtain financing for the payment of the
Premium Amounts secured only by unearned premiums pursuant to
proposed insurance premium financing agreements of two financing
companies -- Cananwill, Inc., and A.I. Credit Corp.  Currently,
the Debtors and the Financing Companies are continuing to
finalize the Financing Agreements.  

The Debtors seek authorization to enter into the Financing
Agreements based on a maximum amount and maximum interest rate.  
Prior to executing a final Financing Agreement, the Debtors will
serve a copy of the proposed final Financing Agreements to the
parties-in-interest, to give them the opportunity to object.  If
an objection is timely received, the Debtors will promptly
schedule a hearing on the objection.

                  Proposed Financing Agreements

Two Financing Agreements are proposed:

   (a) Property Premium Agreement -- a financing agreement with
       respect to the Property Policies; and

   (b) Casualty Premium Agreement -- a financing agreement with
       respect to the Casualty Policies.

Under the proposed Financing Agreements:

   (a) One of the Financing Companies would pay the Property
       Premium or the Casualty Premium for the Debtors in
       consideration for which the Debtors would pay the
       applicable Financing Company a downpayment and would
       repay the remainder, plus interest at an annual rate of
       6%, in monthly installments;

   (b) The first installment would be due not later than 30 days
       after entry of a Financing Premium Agreement by the
       Debtors and the applicable Financing Company;

   (c) The applicable Financing Company would receive a security
       interest in the gross unearned premiums for the Property
       Policies or the Casualty Policies in the form of a lien
       pursuant to Section 364(c)(2) of the Bankruptcy Code.  
       That lien would be senior in rank to the security
       interests granted under the DIP Agreement and the Final
       DIP Order authorizing postpetition financing; and

   (d) In the event of the cancellation of the Property or
       Casualty Policies, the gross unearned premiums would be
       payable to the applicable Financing Company, with priority
       over the security interests granted under the DIP
       Agreement and the Final DIP Order to the Secured Parties,
       as the Secured Parties may consent.  In connection with
       this, the Debtors are currently seeking the express
       written consent of a majority of the Informal Committee
       and the DIP Amendment in connection with the lien to be
       granted with respect to a Property or Casualty Premium
       Agreement.

The proposed Financing Agreements would give the Financing
Companies certain rights and remedies in the event of a default:

   (a) In the event of the Debtors' default in the payment of any
       installment due pursuant to either of the Financing
       Agreements, the Financing Companies will mail a notice to
       the Debtors demanding payment and identifying the amount
       past due and the billing date.  If the Debtors fail to
       pay within 10 calendar days, the Financing Companies may
       cancel the policies listed in the Financing Agreements or
       any amendments to the Financing Agreements; and receive
       and apply the unearned or return premiums to the Debtors'
       account, with priority over the security interests granted
       under the DIP Agreement and the Final DIP Order to the
       Secured Parties, as the Secured Parties may consent.  

       In the event that, after the application of unearned
       premiums, any sums still remain due to the Financing
       Companies pursuant to the Financing Agreements, the
       deficiency will be recognized as an administrative claim
       under Section 503(b)(1)(A) of the Bankruptcy Code.

   (b) The Financing Companies will be entitled to the payment of
       the balance due under the Financing Agreements as an
       administrative claim in the event that there exists a
       payment default under the Financing Agreements or the
       Financing Agreements are not an assumed obligation of the
       reorganized entity.

Ms. Buell asserts that the Policies are essential to the
preservation of the assets and properties of the Debtors and
their estates.  In particular, maintenance of the Policies is
necessary to comply with the provisions of the DIP Agreement, as
well as the various project documents.

                          *     *     *

Judge Blackshear promptly issues a Second Order authorizing the
Debtors to enter into the Property Premium Agreement and the
Casualty Premium Agreement.  (Covanta Bankruptcy News, Issue No.
40; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


CURTIS PAPERS INC: Involuntary Chapter 7 Case Summary
-----------------------------------------------------
Alleged Debtor: Curtis Papers, Inc.
                One North Lake Place
                Suite 222
                11500 N. Lake Drive
                Cincinnati, Ohio 45249

Involuntary Petition Date: November 4, 2003

Case Number: 03-46139

Chapter: 7

Court: District of New Jersey (Trenton)                    

Judge: Raymond T. Lyons Jr.

Petitioners' Counsel: Kenneth A. Rosen, Esq.
                      Lowenstein Sandler, PC
                      65 Livingston Avenue
                      Roseland, NJ 07068
                      Tel: 973-597-2500
         
Petitioners: Voith Paper Automation, Inc
             Attn: William J. Hultzman
             162 Knowles Drive
             Los Gatos, CA 95032

             Central National-Gottesman, Inc
             Attn: Craig F. O'Brien
             Three Manhattanville Road
             Purchase, NY 10577

             Fraser Papers Inc.
             Attn: Paul T. Butrym
             70 Seaview Avenue
             Stamford, CT 06902

             Marathon Pulp, Inc.
             Lawrence S. Bovey
             1 Mill Road
             Marathon, Ontario
             Canada P0T 2E0

             Clariant Corporation
             Attn: Gary F. Mulherin
             4000 Monroe Road
             Charlotte, NC 28205
                                  
Amount of Claim: $2,566,689


DAVEL COMMS: Sept. 30 Net Capital Deficit Widens to $95 Million
---------------------------------------------------------------
Davel Communications, Inc. (OTCBB:DAVL) announced financial
results for the three-month and nine-month periods ended
September 30, 2003.

The financial results in 2003 and part of the third quarter of
2002 include the results of PhoneTel Technologies, Inc., which
have been reflected in the Company's operations since July 24,
2002, the date on which the Company acquired PhoneTel.

Total revenues for the third quarter were $23.5 million compared
to $22.9 million last year. Total revenues in 2003 include a $4.0
million adjustment for the recovery of prior years' dial-around
compensation relating to the industry-wide true-up among long-
distance carriers and payphone providers resulting from
retroactive rate changes ordered by the FCC. Without this
adjustment, total revenues decreased by $3.4 million, or 15% due
to a reduction in the average number of payphones in service and a
decline in revenues per phone. The decline in revenues per phone
is attributable to the decline in payphone usage arising from the
impact of wireless communications, which has resulted in the
continuing strategic removal of low revenue phones. A significant
reduction in the number of payphones is expected in the fourth
quarter of 2003 in an effort to improve profit margins on the
Company's payphones.

Operating expenses for the third quarter decreased by $5.6
million, or 20%, compared to last year primarily due to fewer
payphones in service during the third quarter of 2003 and $2.8
million of merger-related costs incurred in 2002 to eliminate the
redundant headquarters facility and personnel in Tampa, FL. The
Company's operating income increased from a $5.3 million loss in
the third quarter of 2002 to $0.9 million of income in 2003
primarily as a result of the dial-around revenue adjustment and
the decrease in operating expenses.

The net loss for the third quarter was $0.7 million, or $0.01 per
common share, compared to net income of $173.7 million, or $0.38
per common share, in 2002. The third quarter 2002 net income
included a non-cash gain of $181.0 million related to the
Company's debt-for-equity exchange immediately prior to the
PhoneTel merger in which the Company exchanged approximately $219
million of indebtedness for approximately 380.6 million shares of
common stock. Following the debt-for-equity exchange and the
PhoneTel merger, the Company had approximately 615.0 million
shares of common stock outstanding.

Total revenues for the nine months ended September 30, 2003 were
$66.2 million compared to $57.6 million in the prior year. This
increase reflects $7.9 million of adjustments to dial-around
revenue, including $3.9 million in the first quarter of 2003
relating to the sale of a portion of the Company's bankruptcy
claim due from WorldCom for $4.9 million. Without these
adjustments, total revenues increased by $0.7 million, or 1%,
compared to the first nine months of last year due to the increase
in the average number of payphones in service in 2003 as a result
of the PhoneTel merger offset by the continuing decline in
revenues per phone resulting from the impact of wireless
communications.

Operating expenses for the nine months ended September 30, 2003
increased by $5.4 million over last year primarily due to the
PhoneTel merger. Operating expenses in both year-to-date periods
reflect net reductions in telephone charges of $0.8 million in
2003 and $3.3 million in 2002, primarily due to regulatory refunds
received from local exchange carriers under the FCC's "New
Services Test". The Company's operating loss increased from $10.4
million in the first nine months of 2002 to $34.4 million in 2003
primarily as a result asset impairment charges. In the second
quarter of 2003, the Company completed an evaluation of its
payphone assets and goodwill and recognized impairment losses of
$27.1 million to write-down the carrying values of such assets to
their fair values. Interest expense decreased by $6.6 million in
2003 due to the debt-for-equity exchange in 2002. The net loss for
first the nine months of 2003 was $39.1 million, or $0.06 per
common share, compared to net income of $159.4 million, or $0.99
per common share, in 2002 as a result of the $181.0 million gain
on extinguishment of debt described above.

The Company has executed an agreement with its lenders that grants
forbearance through January 30, 2004 with respect to certain
payments due under its secured credit agreement and certain
financial covenants. In addition, the Company has engaged in
discussions with its lenders regarding the possible restructuring
of the $126.3 million debt outstanding under its secured credit
agreement and the payments due thereunder. While the Company's
lenders have expressed a willingness to negotiate once they
receive the Company's revised operating plan, there can be no
assurance that the Company's lenders, who own more than 90% of the
Company's Common Stock, will restructure the debt or related debt
payments. Until such time as the Company is able to negotiate
revised payment terms with its lenders, the Company has classified
its debt as a current liability in its September 30, 2003
consolidated balance sheet.

At September 30, 2003, the Company's balance sheet shows a working
capital deficit of about $130 million, and a total shareholders'
equity deficit of about $95 million.

Founded in 1979, Davel is the largest independent provider of pay
telephones and related services in the United States with
operations in 45 states and the District of Columbia. Davel serves
a wide array of customers operating principally in the shopping
center, hospitality, health care, convenience store, university,
service station, retail and restaurant industries.


DDI CORP: Sept. 30 Net Capital Deficit Balloons to $210 Million
---------------------------------------------------------------
DDi Corp. (OTC Bulletin Board: DDICQ.OB), a leading provider of
time-critical, technologically advanced interconnect services for
the electronics industry, announced financial results for the
third quarter and nine months ended September 30, 2003.

"We are very pleased to see strength returning to the North
American PCB industry," commented Bruce McMaster, President and
Chief Executive Officer of DDi. "Our bookings increased during the
quarter, a trend we have seen continue through October 2003. This
increase is a positive indicator of improvement in end-market
demand as well as the market's continued recognition of DDi's
leading-edge technological capabilities and unsurpassed level of
customer service."

                 Third Quarter Operating Results

The Company reported net sales for the third quarter of 2003 of
$59.4 million, a decrease of $0.9 million, or 1%, compared with
net sales of $60.3 million for the third quarter of 2002. The
decrease in net sales from the third quarter of 2002 is primarily
attributable to the sale or closure of several non-core operations
in the fourth quarter of 2002 and in the second quarter of 2003,
reducing sales by approximately $2.4 million. To a lesser extent,
net sales decreased as a result of the Company's decision to be
more selective in accepting orders, based upon expected margin
opportunities. The Company's acquisition of Kamtronics Limited in
October 2002, now known as DDi International, mitigated the above-
referenced factors causing the decrease, contributing roughly $5
million to net sales in the third quarter of 2003. DDi
International is the Company's U.K.-based business that procures
offshore, volume production services for PCB customers throughout
Europe. Despite increased selectivity in pursuing new business
opportunities, net sales for the third quarter of 2003 increased
6% from $56.2 million recorded in the second quarter of 2003.

Gross profit for the third quarter of 2003 was $6.6 million, an
increase of $0.2 million, or 3%, compared with gross profit of
$6.4 million for the comparable period in 2002. Gross profit was
11% of net sales in each period.

Sales and marketing expenses decreased 20% to $4.2 million (7% of
net sales) for the third quarter of 2003, from $5.3 million (8% of
net sales) for the same period in 2002. This favorable expense
trend reflects the Company's continued cost control efforts.
General and administration expenses increased 5% to $4.2 million
(7% of net sales) for the third quarter of 2003, from $4.0 million
(6% of net sales) for the same period in 2002. This increase was
attributable to the acquisition of Kamtronics Limited in the
fourth quarter of 2002, mitigated by the Company's continued cost
control efforts.

"We are pleased with the success that we have had in implementing
the operational improvements that we put in place during this
year," added McMaster. "These efforts have assisted us in
improving our operating leverage. Further, enhancements to our
information systems made over the course of 2003 have enabled us
to more effectively identify customer opportunities to better
utilize our core competencies. We believe that these improvements
have allowed us to improve capacity planning and the allocation of
work amongst our facilities. Reflecting our commitment to meet and
exceed customer expectations, we are prepared to increase
manufacturing headcount, as appropriate, to meet demand. In fact,
we have strategically added to staffing during the third quarter."

In the third quarter of 2003, DDi incurred reorganization charges
totaling $6.6 million ($2.3 million of reorganization charges and
$4.3 million of reorganization proceeding expenses) in connection
with the Company's ongoing financial restructuring. In the same
period, the Company recognized a non-cash credit of $0.8 million
resulting principally from a reduction in estimated net lease exit
costs recorded as part of its operational restructuring
initiatives undertaken in 2002. Additionally, the Company recorded
a non-cash charge of $0.4 million as an impairment of goodwill, in
connection with acquisition related costs incurred in the third
quarter of 2003.

Net interest expense for the third quarter of 2003 was $4.4
million, a decrease of $1.8 million compared with net interest
expense of $6.2 million for the like period in 2002. The decrease
in net interest expense is due principally to the cessation of
periodic interest charges on the Company's 5.25% and 6.25%
Convertible Subordinated Notes since August 20, 2003 (the date of
the filing of the DDi Corp. and DDi Capital Corp. voluntary
petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code).

In the third quarter of 2003, the Company recorded a foreign
income tax benefit of $0.3 million, net of valuation allowances
applied to the U.S. deferred tax asset recorded for the quarter.
Such allowances were based upon management's expectation that U.S.
federal and state deferred tax assets would not likely be
realized.

On the basis of GAAP, the Company reported a net loss of $12.2
million, or $0.25 per share, for the third quarter of 2003,
compared to a net loss of $23.4 million, or $0.48 per share, for
the third quarter of 2002. The reduction in the net loss primarily
reflects a reduction in non-cash charges, consisting principally
of goodwill impairments in 2002.

DDi reported an adjusted net loss of $4.0 million, or $(0.08) per
diluted share, for the third quarter of 2003, as compared to an
adjusted net loss of $5.5 million, or $(0.11) per diluted share,
for the comparable period of 2002. The decrease in adjusted net
loss is largely due to reduction in net interest expense,
reduction in sales and marketing expenses, and the improvements in
gross profit.

               Nine Months Ended September 2003 Results

For the nine months ended September 30, 2003, net sales were
$177.3 million, compared to $184.9 million for the comparable
period of 2002. The decrease in net sales from the nine months
ended September 30, 2002 is primarily attributable to the
disposition of several non-core operations commencing in the
latter part of 2002, reducing sales by approximately $19.7
million, and weakness in end market demand through the first half
of 2003. These factors were largely offset by the acquisition of
Kamtronics Limited, which contributed approximately $14 million in
revenue in the first nine months of 2003.

On the basis of GAAP, gross profit for the nine-month period ended
September 30, 2003 was $13.0 million, compared to $15.5 million
for the same period in 2002. Gross profit excluding restructuring-
related inventory impairments was $14.7 million, compared to $18.9
million for the first nine months of 2002. The decline in gross
profit resulted principally from the softness in end-market
demand.

Sales and marketing expenses decreased 23% to $13.6 million (7% of
net sales) for the first nine months of 2003, from $17.7 million
(9% of net sales) for the same period in 2002. This favorable
expense trend is largely due to the Company's continued cost
control efforts and, to a lesser extent, due to the decrease in
net sales. General and administration expenses decreased 3% to
$12.5 million (7% of net sales) for the first nine months of 2003,
from $12.9 million (7% of net sales) for the same period in 2002.
This favorable expense trend reflects the Company's continued cost
control efforts partially offset by the acquisition of Kamtronics
Limited in the fourth quarter of 2002.

On the basis of GAAP, DDi reported a net loss of $52.1 million, or
$1.06 per share, for the first nine months of 2003, compared to a
net loss of $114.9 million, or $2.39 per share, for the same
period in 2002. The reduction in the net loss primarily reflects a
reduction in non-cash charges, consisting principally of goodwill
impairments.

The Company reported an adjusted net loss of $17.9 million, or
$0.36 per share, for the first nine months of 2003, compared to an
adjusted net loss of $17.6 million, or $0.37 per share, for the
same period in 2002. The increase in adjusted net loss is due
largely to the decrease in gross profit (excluding restructuring-
related inventory impairments), nearly offset by a reduction in
sales and marketing expenses.

                            Liquidity

DDi Corp. and DDi Capital Corp. filed for bankruptcy on August 20,
2003 to facilitate a restructuring of the debt owed by DDi Corp.
under its 5.25% and 6.25% convertible subordinated notes and DDi
Capital under its 12.5% senior discount notes through a pre-
arranged reorganization. In addition, the Company is in the
process of restructuring the debt owed to its senior lenders
outside of such bankruptcy. Reference is made to the Company's
August 20, 2003 press release for a more detailed description of
such indebtedness and the pre-arranged reorganization. Pending the
above-referenced restructuring initiatives, the Company classified
the entire loan principal of $65.9 million relating to the Dynamic
Details Incorporated senior debt as a current obligation. In
addition, the Company has classified the entire aggregate
principal balances under the DDi Corp. 5.25% and 6.25% convertible
subordinated notes and the DDi Capital 12.5% senior discount notes
($216.1 million), as well as the recorded accrued interest payable
thereunder ($12.5 million), as liabilities subject to compromise
in the accompanying condensed consolidated balance sheet as of
September 30, 2003.

DDi Europe maintains a separate European debt facility made up of
18.5 million pounds sterling ($30.8 million) in term loans and a
working capital facility having a maximum borrowing limit of 10.0
million pounds ($16.7 million) for its European operations. Any
amounts drawn under the working capital facility are repayable
upon demand by the lender. Currently, the term loan is fully
drawn.

Based upon current and expected market conditions for the DDi
Europe operations, the European lender has stated its desire that
DDi Europe not draw down more than 7.0 million pounds ($11.7
million) of the working capital facility. As of September 30,
2003, an aggregate of 5.9 million pounds, or $9.8 million, was
outstanding under the DDi Europe working capital facility. Due to
persistent softened economic conditions in Europe, the drawn
balance under the revolving line of credit has grown during 2003.
The Company believes that unless the European debt facility is
restructured, or business trends change, DDi Europe may exceed the
7.0 million pounds ($11.7 million) overdraft limit on its working
capital facility and thereby default under such facility within
the next 90 days.

If the European lender demands payment of the entire drawn balance
of the working capital facility, funds would not be available for
such payment from either the Company or DDi Europe. Failure to
make such payment could give rise to a default of the European
debt facility. Under such circumstances, the European lender will
then have the ability to accelerate the term loans and amounts
outstanding under the revolver and exercise all of their remedies
with respect to such debt. Accordingly, the Company has elected to
classify as a current liability the entire amount of principal of
$23.8 million outstanding under that credit facility in the
accompanying condensed consolidated balance sheet as of September
30, 2003. Management is negotiating with the European lender in an
effort to restructure that credit facility. Although there can be
no assurance that management's efforts to restructure the debt
will be successful, if management's efforts are successful, then
the Company will reclassify the debt accordingly.

As of September 30, 2003, total cash, cash equivalents and
marketable securities were $14.3 million (including $7.5 million
in restricted funds). Net funds usage during the third quarter of
2003 was $9.8 million, resulting primarily from the funding of
DDi's financial and operational restructuring initiatives.
Excluding such costs, the balance of total cash, cash equivalents
and investments would have remained flat during the third quarter
of 2003.

At September 30, 2003, DDi Corp.'s balance sheet shows a working
capital deficit of about $79 million and a total shareholders'
equity deficit of about $210 million.

McMaster continued, "Our operational improvements have been
instrumental in meeting our objective of limiting net cash usage
to restructuring and reorganization-related activities, in
accordance with our business plans. On August 20, 2003 we
previously disclosed that we expected to complete the Chapter 11
restructuring process, including restructuring our senior U.S.
debt outside of the Chapter 11 process, within 90 to 120 days. We
remain on track and expect to emerge with the liquidity necessary
to implement our business plans, based upon our planned capital
structure."

DDi is a leading provider of time-critical, technologically
advanced, electronics manufacturing services. Headquartered in
Anaheim, California, DDi and its subsidiaries offer fabrication
and assembly services to customers on a global basis, from its
facilities located across North America and in England.


DELPHI CORP: Reaches Tentative Four-Year Agreement with IUE-CWA
---------------------------------------------------------------
After days of intensive negotiations that went late into the
night, IUE-CWA reached a tentative four-year contract with Delphi
Corporation (S&P, BB cumulative trust preferred securities,
Negative) covering the union's 10,000 members at the auto parts
manufacturer.

The proposed contract was reached after both sides agreed to
extend the current contract to allow for bargaining past
Saturday's 11:59 p.m. deadline without IUE-CWA having to strike.

"IUE-CWA members have won a great new contract," said James D.
Clark, who as chairman of the union's Automotive Conference Board
leads the national negotiations.  "In this tough economy, our
members now have the opportunity for the greater job and income
security they deserve for their efforts to make our plants
productive."

The tentative agreement, which is subject to membership
ratification, would cover all IUE-CWA plants under a plant closing
moratorium.  Delphi committed to working with the union to attempt
to locate a new product in Delphi's Anaheim, Calif., battery
plant, which is being severely challenged due to a serious decline
in the battery business.

In addition, members covered by non-traditional wage and benefit
agreements would become eligible for full job security coverage
after reaching five years' seniority, a year earlier than they do
now.  The provision will extend immediate job security to an
additional 1,000 IUE-CWA members and another 500 will reach the
five-year mark in the next few months.

As part of the agreement, Delphi said it would communicate to its
suppliers its respect for IUE-CWA and the benefits of an organized
workforce. The company also pledged to consider endorsing the
Kennedy-Miller Employee Free Choice Act that would reform federal
labor law by requiring card check elections and employer
neutrality in organizing campaigns.

"I commend the company for having the courage in today's anti-
worker environment to acknowledge the significant contributions
union workers make," said IUE-CWA President Edward Fire.  "We have
set the stage for what I hope will be growth both for IUE-CWA and
Delphi."

Delphi also promised to join with the union in fighting for
national health care coverage.  Earlier this year, General
Electric agreed to do likewise as part of its national contract
with IUE-CWA.

IUE-CWA members will receive a $3,000 signing bonus as well as
improvements in pension and health care coverage and contract
language.

"With the economic slump and fierce foreign competition in the
automotive market, this round of negotiations was especially
difficult," said Clark. "Our negotiating committee did remarkable
work to obtain the gains in the tentative agreement.  They each
deserve congratulations on a job well done. The final recognition
will come with the membership's vote."

As part of ongoing negotiations for a national contract with
General Motors, the union expects to secure a significant
commitment to new business for IUE-CWA Delphi plants.  That
contract expires November 17.

"This contract fully meets the needs of our members," said IUE-CWA
District 7 President Mike Bindas.  "IUE-CWA has made tremendous
strides in winning meaningful provisions to keep good
manufacturing jobs in this country."

The tentative agreement will now go out for ratification.  Voting
should be completed by November 24.

The pact covers IUE-CWA members in Moraine, Kettering and Warren,
Ohio, Gadsden, Ala., Clinton and Brookhaven, Miss., Anaheim,
Calif., and New Brunswick, N.J.


DIOMED HOLDINGS: Auditors Express Going Concern Uncertainty
-----------------------------------------------------------
Diomed Holdings, Inc., and its subsidiaries specialize in
developing and commercializing laser and related disposable
product technologies used in minimally and micro-invasive medical
procedures.

Between December 2002 and May 2003, the Company obtained
$3,200,000 of bridge financing from Gibralt US, Inc., an affiliate
of Samuel Belzberg, a director and significant stockholder of the
Company, James A. Wylie, Jr., a director and the Company's chief
executive officer and Peter Norris, a former director and a
stockholder of the Company.  In order to fund its operations in
2003, the Company requires additional debt or equity financing to
support the Company's commercialization of EVLT(R).  The Company
will require the proceeds of any such financing, together with its
current cash resources, to continue as a going concern.  As a  
result of the additional financing needed to support operations in
2003, the auditors' opinion for the year ended December 31, 2002
expressed substantial doubt about the Company's ability to
continue as a going concern.

On September 2, 2003, the Company entered into an equity financing
transaction in which 119 accredited investors agreed to purchase
254,437,500 shares of common stock for an aggregate purchase price
of $23,200,000.  Twenty two million dollars of the aggregate
purchase price is payable in cash, and $1,200,000 will be paid by
conversion of the Company's outstanding debt previously issued in
connection with the Company's May 2003 bridge financing.

The first closing of the Equity Financing occurred on September 3,
2003. At that time, the Investors funded $6,500,000 of the Equity
Financing in the form of secured bridge loans.  The second closing
of the Equity Financing will occur after the Company satisfies the
conditions  to the second closing, which is expected to be within
90 days after the first closing.  The notes that the Company
issued in connection with the secured bridge loans at the first  
closing will convert into common stock at the second closing at a
price of $0.08 per share. Also at the second closing, the
remaining $16,700,000 of the Equity Financing will be provided to
DioMed by the Investors for the purchase of common stock at a
price of $0.10 per share.  Of the $16,700,000 to be provided by
the Investors at the second closing, $15,500,000 will be paid by
the Investors in cash and $1,200,000 will be paid by conversion of
the Company's outstanding Class D notes due 2004 that were issued
in connection with loans made in DioMed's May 2003 interim
financing transaction.  The $15,500,000 in cash payable at the
second closing is currently on deposit with a third party acting
as escrow agent.

The Company believes that the Equity Financing is absolutely
essential to its continued existence.  If the Company is unable to
obtain stockholder approval and complete the Equity Financing
within 90 days of the first closing, or December 2, 2003, the
Company will be  obligated to return the $15,500,000 held in
escrow for the second closing to the Investors.  The Company's
inability to complete the Equity Financing would cause the Company
to reduce or cease operations, seek a sale of the Company or enter
into a business combination with a third party. If the Company
does not complete the Equity Financing, then the Company will
attempt to sell its business and assets, to merge with another
Company or to enter into some other business combination.  The
Company has not begun any discussions with any third parties to
enter into any such transaction if the Company does not complete
the Equity Financing.  If the Company's cash inflows and cash
outflows continue at their historic rate for the remainder of
2003, and if the Equity Financing is not completed, then the
Company expects to exhaust its current cash resources at the end
of 2003.


DOMAN IND.: Canadian Monitor Files Special Purpose Report
---------------------------------------------------------
Doman Industries Limited announces that KPMG Inc., the Monitor
appointed by the Supreme Court of British Columbia under the
Companies Creditors Arrangement Act has filed with the Court a
special purpose report which is primarily intended to provide
summary information on the Company's progress with respect to
certain provisions of the Restructuring Process Order issued by
the Court on October 10, 2003, for the period from October 21,
2003 to November 12, 2003.

Pursuant to the Restructuring Process Order, UBS Securities, the
Company's financial adviser, was required to submit to Court a
preliminary report on the status of the non- binding expressions
of interest. A copy of this preliminary report is attached as
Appendix A to the Monitor's report. A copy of the Monitor's report
may be obtained by accessing the Company's Web site at
http://www.domans.comor the Monitor's Web site at  
http://www.kpmg.ca/doman


DRESSER INC: Look for Third-Quarter 2003 Results Today
------------------------------------------------------
Dresser, Inc. will release financial results for the third quarter
ended September 30, 2003 on Tuesday, November 18, 2003 after the
market closes.

In addition to earnings information for the third quarter of 2003,
Tuesday's release will contain results for the first and second
quarters of 2003. The Company will also release full year 2002
results as well as restated full year results for 2001.

                       Conference call

The Company will hold a conference call Wednesday, November 19, at
11:00 a.m. EST, 10:00 a.m. CST. Following the brief presentation,
participants will have the opportunity to ask questions. To
participate in the call, dial 1-800-915-4836 (international dial
1-973-317-5319), ten minutes before the conference call begins and
ask for the Dresser conference.

There will also be a real-time audio webcast of the conference
call by CCBN. To listen to the live call, select the webcast icon
from http://www.dresser.com/irat least 15 minutes before the  
start of the call to register, download, and install any necessary
audio software. Individuals accessing the audio webcast will be
"listen only" and will not have the capability to take part in the
Q&A session.

A digital replay will be available one hour after the conclusion
of the call. Interested individuals can access the webcast replay
at http://www.dresser.com/irby clicking on the webcast link. The  
webcast replay will be available for 30 days after the call. Phone
replay will be available through November 25 and may be accessed
by dialing 1-800-428-6051 (international dial 1-973-709-2089),
then enter passcode 312841.

Headquartered in Dallas, Texas, Dresser, Inc. (S&P, BB- Corporate
Credit Rating) is a worldwide leader in the design, manufacture
and marketing of highly engineered equipment and services sold
primarily to customers in the flow control, measurement systems,
and compression and power systems segments of the energy industry.
Dresser has a widely distributed global presence, with over 7,500
employees and a sales presence in over 100 countries worldwide.
The Company's Web site can be accessed at http://www.dresser.com


DYNTEK INC: Sept. 30 Working Capital Deficit Tops $10 Million
-------------------------------------------------------------
DynTek, Inc. (Nasdaq: DYTK, DYTKP, DYTKW), a leading provider of
technology, management and cyber security solutions to the state
and local government sector, announced results for its first
fiscal quarter ended September 30, 2003. Revenues for the quarter
were $13 million.

During the first fiscal quarter, the Company retired $5.6 million
of debt, raised $2 million of equity funds and financed a
reduction in its accounts payable of over $2 million.  The
retirement of the $5 million note, plus accrued interest of $0.6
million, has been recorded during the fiscal quarter as a credit
to paid-in capital, which directly reduces balance sheet
liabilities by $5.6 million.  In addition, the Company secured a
$7 million working capital facility with an agency of Textron
Financial Corporation during the quarter.

The net loss from operations before depreciation and amortization
(EBITDA) decreased to $390,000, from the preceding fiscal quarter
loss (EBITDA) of $1.2 million.  The total operating expenses
decreased 15% during the first fiscal quarter, as compared to the
same quarter in the prior fiscal year.  The net loss, including
discontinued operations and one time, non-recurring expenses
associated with the recapitalization, was $1.7 million for the
first fiscal quarter, compared to $1.2 million in the same prior
year fiscal quarter.

"Given the timing of the resolution of the Virginia interpleader
process, we were unable to recognize the significant reduction in
accounts payable associated with our recent recapitalization
during the first quarter," said Steve Ross, DynTek's chief
executive officer.  "Were we able to do so, we would have reported
net income of $.01 - .02 per share.  Further, the reversal of
$625,000 in interest expense from our prior fiscal year is
reflected as paid-in capital rather than offsetting the prior
expenses."

Ross continued, "With our improved capitalization and operating
efficiencies, we are positioned to benefit from the increase in
business activity our customers are starting to experience.  At
the same time, we continue to advance our business strategy by
investing in areas that are producing solid sales pipelines and
continued growth, such as our network security and desktop
management solutions.  Our operating plans for the fiscal year are
on-track, with contingent opportunities for upside improvements."

DynTek is a premier provider of technology, management and cyber
security solutions to the state and local government sector.  The
company offers a comprehensive solution, which includes
consulting, IT security, systems integration, application
development, legacy integration, support and management services.
DynTek's solution has enabled major government entities in 17
states to enhance customer service, increase efficiency and
improve access to government functions.  For more information,
visit http://www.dyntek.com

                     DYNTEK, INC. & SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        September 30, 2003
                            (UNAUDITED)
   
       Basis of Presentation and Management's Liquidity Plans

"The accompanying unaudited condensed consolidated financial
statements of DynTek, Inc. and Subsidiaries have been prepared in
accordance with accounting principles generally accepted in the
United State of America, for interim financial statements and with
the instructions to Form 10-Q and Article 10 of Regulations S-X.
Accordingly, they do not include all of the information and
disclosures required for annual financial statements. These
condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and related
footnotes for the year ended June 30, 2003 included in the Form
10-K for the year then ended.

"The accompanying condensed consolidated financial statements
reflect all adjustments, which, in the opinion of management
consist of normal recurring items, are necessary for a fair
presentation in conformity with accounting principles generally
accepted in the United States of America. These adjustments
include certain reclassifications to reflect the disposal of
certain non-emergency transportation services which was a
component of our business outsourcing segment. Preparing condensed
consolidated financial statements requires management to make
estimates and assumptions that affect the reported amounts of
assets, liabilities, revenues and expenses. The results of
operations for any interim period are not necessarily indicative
of the results attainable for a full fiscal year.

"As of September 30, 2003, we had a working capital deficiency of
approximately $10 million. During July 2003, this Company received
proceeds from the sale of its Common Stock of $1.8 million and
received forgiveness of $625,000 of accrued interest on a note
payable. In addition, the Company received a release of its
obligation to indemnify DynCorp for approximately $2.4 million of
payments to certain former vendors.

"The Company plans to continue to improve its cash flows during
fiscal 2004 by continuing to implement reductions of
administrative overhead expenses as well as pursing customer
relationships and expansion of services offered to customers. The
Company is negotiating extended payment terms with vendors. Based
on current business plans, the Company believes that the current
operations of the Company will produce positive cash flow during
the fiscal year ended June 30, 2004. Until such time, the Company
believes that its present cash on hand as well as obtaining
additional debt and/or equity financing should provide adequate
funding through September 30, 2004. However, there can be no
assurances that the Company will have sufficient funds to
implement its current plan. In such an event, the Company could be
forced to significantly alter its plan and reduce its operating
expenses or would consider divesting of certain contracts or other
assets that may not be critical to the future success of the
Company."


EL PASO CORP: Rodney D. Erskine Resigns as President of EPPC
------------------------------------------------------------
El Paso Corporation (NYSE: EP) announced that Rodney D. Erskine,
president of El Paso Production Company, has resigned from the
company.  

Randy L. Bartley, chief operating officer of El Paso Production
Company, will serve as interim president until a replacement is
found.  El Paso has initiated a search process that will consider
internal and external candidates.

"We want to thank Rod for his many contributions at El Paso," said
Doug Foshee, president and chief executive officer of El Paso.  
"With his pioneering work in deep drilling and well completion
techniques, Rod has had a significant impact on natural gas
drilling in the United States.  We wish him the very best."

El Paso Corporation (S&P, B+ L-T Corporate Credit Rating,
Negative) is the leading provider of natural gas services and the
largest pipeline company in North America.  The company has core
businesses in pipelines, production, and midstream services.  Rich
in assets, El Paso is committed to developing and delivering new
energy supplies and to meeting the growing demand for new energy
infrastructure.  For more information, visit http://www.elpaso.com


ELAN CORPORATION: Commences Tender Offer for LYONs Due 2018
-----------------------------------------------------------
Elan Corporation, plc (NYSE:ELN) announced that holders of Liquid
Yield Option(TM) Notes due 2018 (Zero Coupon--Subordinated) issued
by its wholly-owned subsidiary, Elan Finance Corporation Ltd.,
have the right to surrender their LYONs(TM) for purchase during
the period that began Friday and ends on Monday, December 15,
2003.

Pursuant to the indenture under which the LYONs were issued in
December 1998, each holder of LYONs has the right to require Elan
to purchase, until 5:00 p.m., New York time, on Monday, December
15, 2003, such holder's LYONs at a price equal to $616.57 per
$1,000 principal amount at maturity of the LYONs.

Under the terms of the LYONs, Elan had the option to pay for the
LYONs in cash, in American Depositary Shares, representing
Ordinary Shares, of Elan, or in any combination of cash and ADSs.
Elan has elected to pay for the LYONs in cash. The aggregate
principal amount due at maturity for all outstanding LYONs is
approximately $801.2 million. If all outstanding LYONs were
surrendered for purchase, the aggregate cash purchase price would
be approximately $494 million. Elan intends to use a portion of
the net proceeds from its recently completed offerings of Ordinary
Shares and 6.5% Guaranteed Convertible Notes due 2008 to
repurchase the LYONs.

In order to surrender LYONs for purchase, holders must deliver a
purchase notice to The Bank of New York, the trustee and paying
agent for the LYONs, on or before 5:00 p.m., New York time, on
Monday, December 15, 2003. Holders may withdraw any LYONs
previously surrendered for purchase at any time prior to 5:00
p.m., New York time, on Monday, December 15, 2003.

Elan filed a Tender Offer Statement on Form TO with the Securities
and Exchange Commission today. Elan will make available to LYONs
holders, through The Depository Trust Company, documents
specifying the terms, conditions and procedures for surrendering
for purchase and withdrawing LYONs. LYONs holders are encouraged
to read these documents carefully before making any decision with
respect to the surrender of LYONs, because these documents contain
important information regarding the details of Elan's obligation
to purchase LYONs.

The LYONs are exchangeable into 13.75 Elan ADSs per $1,000
principal amount at maturity of LYONs, subject to certain
conditions set forth in the indenture and in the LYONs, and
subject to adjustment under certain circumstances.

Elan (S&P, B- Corporate Credit and CCC Subordinated Debt Ratings,
Stable) is focused on the discovery, development, manufacturing,
sale and marketing of novel therapeutic products in neurology,
severe pain and autoimmune diseases. Elan shares trade on the New
York, London and Irish Stock Exchanges.


ENRON: Agrees to Temporarily Allow 40 Claims for Voting Purposes
----------------------------------------------------------------
Through Court-approved stipulations, these Claimants' claims,
filed against the Enron Debtors, are temporarily allowed in the
"Stipulated Amount" as provided for by Rule 3018 of the Federal
Rules of Bankruptcy Procedure for the limited purposes of voting
on the Plan:

Claimant                          Claim No.    Stipulated Amount
--------                          ---------    -----------------
Allan Hancock College               15680            $904,761
Barstow College                     18257             346,107
Butte-Glenn Community College       16357           1,475,920
Cerritos Community College          15431           3,649,838
Coast Community College             14788           3,812,488
College of the Sequoias             15678             322,054
Community College League of CA      15422              21,250
Contra Costa Community College      15967           3,923,004
Los Angeles Community College       16543           2,197,519
El Camino Community College         17647           2,559,640
Feather River College               15978             347,082
Foothill-De Anza Community College  18598           2,149,665
Fremont-Newark Community College    15755           1,538,116
Gavilan Joint Community College     18265             631,978
Grossmont-Cuyamaca College          15630             186,384
Hartnell Community College          14865           1,356,813
Mira Costa College                  15840              87,353
North Orange County College         15391           6,297,487
Palomar Community College District  16647             223,911
Rio Hondo Community College         14871           1,722,133
San Joaquin Delta Community College 16351           3,411,345
San Jose Evergreen College          16650           2,756,195
San Luis Obispo County College      16541           1,511,382
San Mateo County College            16352           3,191,961
Santa Clarita Community College     14926           1,964,077
Santa Monica Community College      16008           2,328,279
Shasta-Tehama-Trinity College       14861           1,535,657
Sierra Joint Community College      14981           2,121,896
Sonoma County Jr. College           17320           2,519,077
Southwestern Community College      15695             126,483
Victor Valley College               16545           2,113,072
West Valley-Mission College         14744           1,663,942
Yuba Community College District     17333           1,315,714
Applied Materials, Inc.             12489          42,000,000
Cisco Systems, Inc.                 22068          54,000,000
The Macerich Partnership LP          2137          44,700,000
Albertson's, Inc.                   13794           7,000,000
Northern Border Pipeline Company     7261          21,000,000
Northern Border Pipeline Company     7260          21,000,000
EnergyUSA-TPC Corp.                 19510          14,500,000

The Stipulations are not intended nor will it be construed to be:

   (i) an allowance of the Claims for any purposes other than
       voting to the Plan;

  (ii) a waiver by any of the Debtors or any other parties-in-
       interest of any right to object on any grounds to any
       Claims or proofs of claim filed or to be filed by the
       Claimants; or

(iii) an agreement or consent by the Claimants to reduce or
       limit the Claims. (Enron Bankruptcy News, Issue No. 86;
       Bankruptcy Creditors' Service, Inc., 215/945-7000)


FEDERAL-MOGUL: Creditors Filed 10,500 Claims Totaling $158 Billion
------------------------------------------------------------------
Federal-Mogul Corporation reports that 10,500 proofs of claim
totaling $158,500,000,000 alleging a right to payment from a
Debtor were filed in connection with the March 3, 2003 property
and general bar date for the filing of proofs of claim against the
U.S. Debtors.  Of the 10,500 proofs of claim, Federal-Mogul
believes that 2,000 claims, totaling $141,500,000,000, should be
disallowed by the Bankruptcy Court primarily because these claims
appear to be duplicate or unsubstantiated claims.

Federal-Mogul also notes that 400 claims, totaling $8,400,000,000,
are associated with asbestos-related contribution, indemnity, or
reimbursement claims.  Based on its preliminary review, Federal-
Mogul believes that a large number of these claims should be
disallowed as contingent contribution or reimbursement claims.

Federal-Mogul also reports that 100 claims, totaling
$7,100,000,000, represent bank and note-holder debt claims.  
Federal-Mogul has previously recorded $4,200,000,000 for these
claims.  Federal-Mogul anticipates that any amounts in excess of
its books and records are duplicative and will ultimately be
resolved in the consensual reorganization plan.

Federal-Mogul also notes that 3,800 of the filed claims, totaling
$200,000,000, allege asbestos-related property damage.  Based on
its review, Federal-Mogul believes most of these claims are
duplicative or unsubstantiated.  Finally, Federal-Mogul says that
2,000 claims, totaling $40,000,000, have been reviewed and are
deemed allowed by the Company.

Federal-Mogul advises that it has not completed its evaluation of
the remaining 2,200 claims, totaling $1,300,000,000.  The
remaining claims allege rights to payment for financing,
environmental, trade accounts payable and other matters.  
Federal-Mogul continues to investigate these unresolved proofs of
claim, and intends to file objections to the claims that are
inconsistent with its books and records.  To date, the Debtors
have filed objections to more than 5,100 proofs of claim, and
have obtained stipulations or orders involving more than 1,000
claims, which either (i) reduce the filed claims to an amount
that is consistent with their books or records, or (ii)
completely disallow the claims. (Federal-Mogul Bankruptcy News,
Issue No. 46; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FIBERCORE INC: Files for Chapter 11 Protection in Massachusetts
---------------------------------------------------------------
FiberCore, Inc. (Pink Sheets: FBCE), a leading manufacturer and
global supplier of optical fiber and preform for the
telecommunication and data communications markets, has voluntarily
filed for protection under Chapter 11 of the U. S. Bankruptcy Code
with the U.S. Bankruptcy Court for the District of Massachusetts,
Western Division, late Friday afternoon, November 14th, as well as
various motions, including a motion for initial DIP financing.

The Company's foreign and domestic operating fiber subsidiaries
are not involved in the filing, and the Company, which serves
primarily as a holding company, intends to utilize the Chapter 11
process to restructure its balance sheet, while continuing to
operate its subsidiaries in Germany and Brazil. The Company trusts
that the filing will not impact day-to-day operations of its fiber
subsidiaries.

In support of the restructuring effort, the Company is pursuing
breach of contract claims and other potential recovery situations.
Accordingly, the Company has instituted an adversarial proceeding
in excess of $6,000,000 against CommScope Inc. in bankruptcy
court, which we expect will provide an expedited process.

Mohd Aslami, chairman and chief executive officer of the Company
said, "Unfortunately, the decision to file was unavoidable, given
the inability to raise working capital in the U.S. following the
$5.3 million (yen-denominated) Shin-Etsu arbitration award in late
July. Moving forward, we will work with our lenders, trade
creditors, employees, and prospective buyers/investors, which we
believe is in the best interests of all, as we seek to maximize
the value of the business."

FiberCore, Inc. develops, manufactures, and markets single-mode
and multimode optical fiber preforms and optical fiber for the
telecommunications and data communications markets. In addition to
its standard multimode and single-mode fiber, FiberCore also
offers various grades of fiber for use in laser-based systems, to
help guarantee high bandwidths and to suit the needs of Feeder
Loop (also known as Metropolitan Area Network), Fiber-to-the Curb,
Fiber-to-the-Home, and Fiber-to-the Desk applications.
Manufacturing facilities are presently located in Jena, Germany
and Campinas, Brazil.

For more information about the company, its products, or
shareholder information please visit its Web site at:
http://www.FiberCoreUSA.com


FIBERCORE INC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: FiberCore, Inc.
        253 Worcester Road
        Charlton, Massachusetts 01507

Bankruptcy Case No.: 03-46551

Type of Business: The Debtor is a manufacturer and global supplier
                  of optical fiber and preform for the
                  telecommunication and data communications
                  markets.

Chapter 11 Petition Date: November 14, 2003

Court: District of Massachusetts (Worcester)

Judge: Henry J. Boroff

Debtor's Counsel: Carl D. Aframe, ESq.
                  Aframe & Barnhill, P.A.
                  One Exchange Place
                  Worcester, MA 01608
                  Tel: 508-756-6940

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $10 Million to $50 Million


FINOVA: Finova Portfolio Asks Court to Close Chapter 11 Case
------------------------------------------------------------
Rebecca Booth, Esq., at Richards, Layton & Finger, PA, in
Wilmington, Delaware, informs the Court that Finova Portfolio
Services Inc., one of the Reorganized Finova Debtors, has
satisfied all its bankruptcy-related obligations under the
Debtors' reorganization plan.  Finova Portfolio has filed a final
report regarding its Chapter 11 Case as required by Rule 5009-1(c)
of the Local Rules of Bankruptcy Practice and Procedures of the
United States Bankruptcy Court for the District of Delaware.  In
addition, Finova Portfolio has paid all the required fees under
28 U.S.C. Section 1930 through the third quarter of 2003.  All
remaining fees will be paid before or during the time when Finova
Portfolio has closed its Chapter 11 case.

Accordingly, Finova Portfolio asks the Court to issue a final
decree closing its Chapter 11 Case.

Section 350(a) of the Bankruptcy Code provides, in pertinent
part, that "after an estate is fully administered . . . the court
shall close the case."  Rule 3022 of the Federal Rules of
Bankruptcy Procedure, which implements Section 350 in a Chapter
11 case, states that "[a]fter an estate is fully administered in
a Chapter 11 reorganization case, the court, on its own motion or
motion of a party-in-interest, shall enter a final decree closing
the case."

Ms. Booth tells Judge Walsh that the 1991 Advisory Committee Note
to Bankruptcy Rule 3022 provides these guidelines:

     "Factors that the court should consider in determining
     whether the estate has been fully administered include:

     (1) whether the order confirming the plan has become final,
   
     (2) whether deposits required by the plan have been
         distributed,

     (3) whether the property proposed by the plan to be
         transferred has be transferred,

     (4) whether the debtors of the successor of the debtors
         under the plan has assumed the business or the
         management of the property dealt with by the plan,

     (5) whether payments under the plan have commenced, and

     (6) whether all motions, contested matters, and adversary
         proceedings have been finally resolved.

     This court should not keep the case open only because of the
     possibility that the court's jurisdiction may be invoked in
     the future.  A final decree closing the case after the
     estate is fully administered does not deprive the court of
     jurisdiction to enforce or interpret its own orders."

Ms. Booth contends that based on the guidelines, Finova
Portfolio's bankruptcy case should be closed because:

     (i) the Plan Confirmation Order has become final and
         unappealable;

    (ii) the Plan has been implemented;

   (iii) no significant property transfers remain unexecuted
         under the Plan;

    (iv) Finova Portfolio has been successfully reorganized under
         the Plan;

     (v) all Plan payments required have been made; and

    (vi) no motions or contested matters remain unresolved in the
         Finova Portfolio Case. (FINOVA Bankruptcy News, Issue No.
         43; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FLEMING: Wants to Keep Plan-Filing Exclusivity Until January 30
---------------------------------------------------------------
Christopher J. Lhulier, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub P.C., in Wilmington, Delaware, tells the Court
that Fleming's devoted substantial time and effort in their large
and complex bankruptcy cases addressing fundamental issues like
maintaining liquidity and stabilizing operations.  In particular,
during the most recent quarter, the Debtors assiduously worked to
ensure the value maximization to the estates for the wholesale
distribution business by the sale to C&S Acquisition LLC.  The
sale transition efforts are still ongoing.  Additionally, the
Debtors began the process of reconciling and resolving over
14,000 claims filed by the bar date as well as analyzing
potential claims that the estates may have against third parties.

Mr. Lhulier informs the Court that the Debtors, together with
their secured postpetition lenders, the Official Committee of
Unsecured Creditors, and their professionals have begun earnest
discussions regarding a proposed consensual plan structure.  The
Debtors are hopeful that a consensual reorganization plan will be
filed before the year ends, if not substantially sooner.  To that
end, the Debtors and the Committee entered into a stipulation
that is supported by the Lenders for a further extension of the
exclusive periods.  The key terms of the Stipulation are:

   (a) The Committee supports the Debtors' request for an
       extension of the exclusive periods through
       January 30, 2003 for the filing of a plan and through
       March 30, 2003 for the solicitation of the plan;

   (b) The Committee will be granted the co-exclusive right to
       file a plan if the Debtors file a plan that is not
       approved by the Committee or if the Debtors elect to file
       a bidding procedures motion for the sale of Core-Mark
       International, Inc.;

   (c) If the Committee files a competing plan based on the terms
       of the Stipulation, the Debtors will support a request to
       set the same timeline for solicitation, voting, and
       confirmation as the Debtors' plan;

   (d) In exchange, the Committee will support the joint motion
       of the Debtors and prepetition agents for authorization to
       pay amounts to prepetition agents on the Lenders' behalf.

Thus, by this joint motion, the Debtors and the Committee ask the
Court to extend:

   -- the Debtors' Exclusive Plan Proposal Period through and
      including January 30, 2004; and

   -- the Debtors' Exclusive Solicitation Period through and
      including March 30, 2004.

The Debtors need the extensions to avoid premature formulation of
a Chapter 11 plan and ensure that the formulated plan takes into
account the interests of all the Debtors and their employees,
creditors, and estates.

The Debtors and the Committee also ask the Court to approve the
stipulation setting forth the basis for the Committee's support
of an exclusive periods extension.

The parties believe that their continuing efforts will result in
the Debtors' ability to propose a confirmable Chapter 11 plan
that will be in the best interests of all of the estates'
constituents.  Mr. Lhulier points out that to achieve this goal,
approval of the Stipulation and extension of the exclusive
periods is necessary. (Fleming Bankruptcy News, Issue No. 16;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


GENESIS HEALTH: Declares Dec. 1 as Spin-Off Distribution Date
-------------------------------------------------------------
Genesis Health Ventures, Inc. announced that its Board of
Directors declared Monday, December 1, 2003 as the distribution
date for the previously announced spin-off of its eldercare and
rehabilitation businesses into a separately traded public company,
Genesis HealthCare Corporation.  

GHC's registration statement filed on Form 10 was deemed effective
by the Securities and Exchange Commission Friday.   In the 1-for-2
dividend, GHVI shareholders of record as of October 15, 2003, will
receive 0.50 shares of GHC common stock for every one share of
GHVI common stock they own.

Fractional shares of GHC common stock will not be distributed.  
GHVI shareholders will receive a check for the cash value of any
fractional shares of GHC common stock shortly after the
distribution date.

"We are pleased that we were able to set the spin-off date so as
to complete the transaction before the end of the year," said
Robert H. Fish, Chairman and CEO of GHVI.  "I am very excited
about the prospects for both companies as the separation will
enable each company to pursue its strategic objectives and reach
its full potential."

GHVI shareholders are not required to take any action to receive
the GHC common stock on the distribution date.  GHC common stock
is expected to begin trading "when-issued" on the NASDAQ National
Market System on Tuesday, November 18, 2003 under the ticker
symbol "GHCIV".  During the "when issued" trading period, November
18, 2003 through the distribution date on December 1, 2003, GHVI
common stock will continue to include the right to receive GHC
common stock and will trade on the NASDAQ market under the current
ticker GHVI.

GHVI has now received all material clearances for the spin-off.  
GHVI and GHC expect that the previously arranged and committed
financings will close upon the distribution.

Following the distribution of GHC shares, GHC common stock will
trade on the NASDAQ National Market System under the symbol
"GHCI".  GHVI's common stock will continue to trade on the NASDAQ,
but GHVI expects to change its name to NeighborCare, Inc. and its
symbol to "NCRX" immediately following the distribution.

Genesis Health Ventures (NASDAQ: GHVI) provides healthcare
services to America's elders through a network of NeighborCare
pharmacies and Genesis ElderCare skilled nursing and assisted
living facilities.  Other Genesis healthcare services include
rehabilitation and respiratory therapy, hospitality services,
group purchasing, and diagnostics.

Visit the Company's Web site at http://www.ghv.com


GINGISS: Turns to Development Specialists for Financial Advice
--------------------------------------------------------------
The Gingiss Group, Inc., and its debtor-affiliates want to employ
Development Specialists, Inc., as their Financial Consultants in
these chapter 11 cases.

The Debtors tell the U.S. Bankruptcy Court for the District of
Delaware that that Development Specialist has extensive experience
in advising companies in bankruptcy proceedings, and otherwise
developing and implementing appropriate strategies designed to
maximize value for creditors and equity holders.

The Debtors expect Development Specialists to:

     a. assist in the Debtors' continued review and evaluation
        of the Debtors' overall business/sales plans, including
        assisting the Debtors to ensure that their plans
        maximize recovery for the Estates' creditors;

     b. assist and/or direct negotiations involving present
        secured or unsecured creditors, employee or, other
        Debtors' constituencies;

     c. provide financial advice and participate in meetings or
        negotiations with creditors, stakeholders and other
        appropriate parties in connection with the bankruptcy
        filing;

     d. assist in the formulation, negotiation, and completion
        of the Debtors' asset sales other than the currently
        proposed sale of substantially all the Debtors' assets
        and other disposition efforts;

     e. assist in preparing proposals to creditors, employees,
        shareholders and other parties in interest in connection
        with the bankruptcy cases;

     f. assist management and its advisors in conducting
        meetings, presentations and other communications with
        lenders, vendors, equity holders and, as appropriate,
        other constituents;

     g. participate in meetings and negotiations involving
        employees, unsecured creditors, secured creditors or
        other constituents;

     h. assist Debtors' management with presentations made to
        the Board of Directors regarding airy reorganization or
        sale;

     i. coordinate the proper financial reporting for Debtors in
        Possession, including the timely filing of the
        Bankruptcy Schedules, Statement of Financial Affairs and
        the Monthly Operating Reports; and

     j. perform such other tasks as may be agreed by DSI and
        directed by the Debtors or order of the Court.

Fees for Development Specialists' professional services will be
billed at the Firm's current standard rates, which range from $95
to $475 per hour. The hourly billing rates for the Development
Specialists personnel envisioned to work on this matter are:

          William J. Brandt, Jr.     $475 per hour
          Patrick J.O'Malle          $395 per hour
          Nathan D. Cann             $295 per hour
          Alm J. Omori               $260 per hour
          Andrew S. Miller           $125 per hour

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: Court Clears International Telecom Settlement
--------------------------------------------------------------
The Global Crossing Debtors sought and obtained Court approval of
their settlement agreement with International Telecom Exchange,
Inc., pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure.

Michael F. Walsh, Esq., at Weil Gotshal & Manges, LLP, in New
York, relates that on December 11, 2000, Debtor Global Crossing
Telecommunications, Inc. and International Telecom Exchange, Inc.
entered into a Retail Competitive Services Agreement.  On
July 27, 2001, Global Crossing Bandwidth, Inc. and International
Telecom entered into a Carrier Service Agreement.  

Pursuant to the Agreements, the GX Parties sold telecommunications
services to International Telecom.  The Agreements also provided
the GX Parties the right to collect termination fees from
International Telecom if it prematurely terminates or breaches the
Agreements.

On December 17, 2002, the GX Parties filed a suit in the State of
Michigan, Oakland County Circuit Court against International
Telecom for breach of the Agreements.  The GX Parties asserted
that International Telecom breached the Agreements and owed GX
Bandwidth and GX Telecom:

   (i) $472,000 for unpaid telecommunication services; and

  (ii) $2,028,002 in termination fees owing under the Agreements.  
       
International Telecom denies any liability to the GX Parties.

Mr. Walsh reports that after a series of arm's-length
negotiations, the GX Parties and International Telecom agreed to
enter into the Settlement Agreement.  Pursuant to the Settlement
Agreement, International Telecom paid the GX Parties $55,000.  
Upon the GX Parties' receipt of the Payment, they filed a
stipulation and order with the Michigan Court, dismissing the
Litigation with prejudice.  The Parties also agreed to release
each other from all known or unknown claims against each other
arising out of or related to the Litigation, the Retail Contract,
the Wholesale Contract, or the GX Parties' provision of
telecommunication services to International Telecom before the
execution of the Settlement Agreement. (Global Crossing Bankruptcy
News, Issue No. 50; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


GTC TELECOM: Sept. 30 Balance Sheet Insolvency Widens to $6.7MM
---------------------------------------------------------------
GTC Telecom Corp. (OTCBB:GTCC) announced its unaudited results for
the first quarter of its fiscal year 2004 ended Sept. 30, 2003.

Net revenues for the first quarter of fiscal year 2004 were
$3,121,100, a decrease of 24.5% when compared to $4,136,582 for
the prior year period. The net loss for the quarter was $324,436,
or $0.02 loss per share, compared to a net profit of $108,924, or
$0.01 per share in the first quarter of fiscal year 2003. Net
profit for the first quarter of fiscal year 2003 included a one-
time credit of $69,924 associated with the settlement of a legal
matter. The weighted average number of common shares outstanding,
on a fully diluted basis, for the three months ended Sept. 30,
2003, was 20,721,731, compared to 20,666,283 for the prior year
period.

GTC Telecom's September 30, 2003 balance sheet shows a working
capital deficit of about $4.5 million, and a total shareholders'
equity deficit of about $6.7 million.

S. Paul Sandhu, GTC Telecom's CEO, stated: "Fiscal 2004 continues
to be a difficult time for the company. As noted earlier, the
recent entry by Baby Bells such as SBC Communications Inc.,
Verizon Communications Inc., and others into the long distance
market, coupled with the entry of MCI, ATT, and others into the
local market, have resulted in the spread of local/long distance
bundled plans. This, coupled with an increasing number of users
transitioning from traditional wire-line service towards wireless
and internet telephony service have continued to impact the
company's telecommunications revenues."

Sandhu continued: "In an effort to address these challenges, we
recently renegotiated a significant reduction in our
telecommunication transport costs with our underlying carrier.
This reduction, which takes effect this month, will enable us to
further cut costs and remain competitive. Additionally, we are
continuing our efforts towards providing local telecom service.
The addition of local services will allow us to provide our own
bundled plans which is expected to boost customer retention as
well as revenue. In the non-telecom arena, we continue to ramp up
our Perfexa Solutions operations in the business process
outsourcing market and expect to achieve third party revenue from
those operations shortly."

Sandhu concluded, "We hope that our continuing efforts to reduce
costs and open new markets will result in a turn-around in
revenues during the remainder of Fiscal 2004."

More detailed information regarding the company's results of
operations for the quarter ending Sept. 30, 2003, can be found in
the company's Form 10-QSB filing located on
http://www.freeedgar.comor http://www.sec.gov  

Founded in 1997, GTC Telecom and its subsidiaries provide long-
distance, calling card, conference calling and toll-free services;
Internet access to residential customers throughout the United
States; as well as Business Process Outsourcing services. GTC
provides its services directly to consumers, as well as through
affiliate marketing programs with companies like Best Buy Inc. For
more information visit http://www.gtctelecom.com  


H.C. CO: Saiber Schlesinger Serves as Bankruptcy Attorneys
----------------------------------------------------------
H.C. Co., Inc., and its debtor-affiliates are seeking permission
from the U.S. Bankruptcy Court for the District of New Jersey to
employ Saiber Schlesinger Satz & Goldstein, PLLC as attorneys.

The Debtors tell the Court that they need to employ Saiber
Schlesinger to:

     a) advise the Debtors with respect to its powers and duties
        as debtors and debtors-in-possession in the continued
        management and operations of its businesses and
        properties;

     b) attend meetings and negotiate with representatives of
        parties in interest and advise and consult on the
        conduct of the chapter 11 cases, including all of the
        legal and administrative requirements of operating in
        chapter 11;

     c) take all necessary action to protect and preserve the
        Debtors' estates, including the prosecution of actions
        on its behalf, the defense of any actions commenced
        against its estate, negotiations concerning litigation
        and governmental investigations in which the Debtors may
        be involved and objections to claims filed against the
        estates;

     d) prepare on behalf of the Debtors all motions,
        applications, answers, orders, reports, and papers
        necessary to the administration of the estates;

     e) negotiate and prepare on the Debtors' behalf a plan of
        reorganization, disclosure statement and all related
        agreements and/or documents and take any necessary
        action on behalf of the Debtors to obtain confirmation
        of such a plan;

     f) advise the Debtors in connection with any sale of
        assets;

     g) appear before this Court, any appellate courts, and the
        U.S. Trustee, and protect the interests of the Debtors'
        estate before such courts and the U.S. Trustee; and

     h) perform all other necessary legal services and provide
        all other necessary legal advice to the Debtors in
        connection with these chapter 11 cases.

For professional services, Saiber Schlesinger's fees are based on
its guideline hourly rates, which are

          partners               $260 to $400 per hour
          counsel                $250 to $375 per hour
          associates             $130 to $225 per hour
          assistants to lawyers  $100 per hour
          librarians             $125 per hour

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


HORIZON PCS: Court Fixes January 16, 2004 as Claims Bar Date
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio
scheduled January 16, 2004 as the last day for all creditors of
Horizon PCS Inc., to file their proofs of claim or interest in
this chapter 11 case.   

Any creditor who has already filed a Proof of Claim need not file
another Proof of Claim on the Bar Date.  Those creditors who need
to file, but failed to do so on or before the Bar Date will be
forever barred from asserting their claim.

If the claim is scheduled and is not listed as disputed,
contingent, or unliquidated, it will be allowed in the amount
scheduled unless the creditor file a Proof of Claim or sent
further notice about the claim.  If the claim is not listed at all
or if the claim is listed as disputed, contingent, or
unliquidated, then these creditors must file a Proof of Claim by
the deadline or he/she may not be paid any money regarding the
claims.

Proofs of Claim should be filed with the Clerk of the bankruptcy
court at:

          United States Bankruptcy Court
          Southern District of Ohio
          170 North High Street
          Columbus, Ohio 43215-2414

The Debtor, one of the largest Sprint PCS affiliates, provides
digital wireless phone service to 12 states. The Company filed for
chapter 11 protection on August 15, 2003 (Bankr. S.D. Ohio, Case
No. 03-62424).  Jack R. Pigman, Esq., at Porter Wright Morris &
Arthur and Shalom L. Kohn, Esq., at Sidley Austin Brown and Wood
represent the Debtor in its restructuring efforts.


HYPERTENSION DIAGNOSTICS: Red Ink Continued to Flow in Q1 2004
--------------------------------------------------------------
Hypertension Diagnostics, Inc. (OTC Bulletin Board: HDII),
announced financial results for the first fiscal quarter ended
September 30, 2003.

The Company reported total revenue of $248,898 in the first
quarter ended September 30, 2003 compared to $119,062 in the prior
year's comparable first quarter (109% increase). "Per-patient-
tested" rental revenue derived from the CVProfilor(R) DO-2020
System was $89,896 in the quarter ended September 30, 2003
compared to $72,945 in the quarter ended September 30, 2002
(23% increase). Revenue from sales of its HDI/PulseWave(TM) CR-
2000 Research CardioVascular Profiling System was $73,745 in the
quarter ended September 30, 2003 compared to $28,700 in the
quarter ended September 30, 2002 (157% increase). The Company
incurred a net loss of $457,185 in the quarter ended September 30,
2003, or $.03 per share compared with a net loss of $976,751 in
the quarter ended September 30, 2002, or $.14 per share. The
Company reported a cash balance of $1,758,409 on September 30,
2003.
    
                         *     *     *

                Liquidity and Capital Resources

In its SEC Form 10-QSB filed recently, the Company reported:

"Cash and cash equivalents had a net increase of $1,668,074 and a
net decrease of ($585,188) for the three months ended
September 30, 2003 and September 30, 2002, respectively.

"We have incurred operating losses and have not generated positive
cash flow from operations. As of September 30, 2003, we had an
accumulated deficit of $21,867,585.

"As of September 30, 2003, we have cash and cash equivalents of
$1,758,409, and anticipate that these funds, in conjunction with
revenue anticipated to be earned from placements of our
CVProfilor(R) DO-2020 Systems, anticipated sales of our CR-2000
Research Systems, and anticipated operating cost reductions, will
allow us to fund operations for at least the next fifteen months
following September 30, 2003.

"Our current marketing strategy focuses on marketing the
CVProfilor(R) DO-2020 System to physicians who treat patients with
diabetes and hypertension. We believe these physicians have the
greatest interest in, and use for, our product. Therefore, the
most critical factor in our ability to increase rental revenue
rests in our ability to expand our marketing and distribution
network to increase placements and utilization of our
CVProfilor(R) DO-2020 System. We believe there are three ways we
could expand our marketing and distribution network: 1) the
development of an internal sales force; 2) a strategic partnership
with a firm that possesses a distribution network calling on these
same physicians; or 3) a combination of the internal sales force
and external distribution network methods. We believe this dual
method of expansion offers us the greatest opportunity for
success. We anticipate adding five to ten additional sales
personnel at the same time that we pursue discussions with firms
that have an interest in representing our CVProfilor(R) DO-2020
System nationwide. In the short term, we have been focused on and
will continue to focus on international sales of our CR-2000
Research System and CVProfilor(R) MD-3000 System as a means of
generating cash to support operational expenses.

"In late December 2002, we implemented a plan to conserve cash
through reductions in selling, general and administrative expenses
to improve working capital management. This expense reduction plan
included the reduction in the number of our employees,
transitioning some employees to part-time employment status and
reducing salaries of executive management. The reduction in
salaries of executive management amounted to approximately
$112,000 for the period late December 2002 through late June 2003.
Executive management salaries were restored to their original
levels in late June 2003. While these measures reduced the rate at
which we used our available cash, they have compromised, and will
continue to compromise, our ability to pursue and generate
placements of our CVProfilor(R) DO-2020 Systems and sales of our
CR-2000 Research Systems. Until we increase our sales and
marketing staff and other programs, we do not expect to generate
significant levels of revenue.

"Further, the existence, timing and extent of reimbursement of
physicians for the use of our CVProfilor(R) DO-2020 affects the
availability of our working capital. Reimbursement will always
vary considerably by the patient's medical necessity, by
physician, by provider, by geography and by provider coverage
plans, making the process of obtaining reimbursement for the
CVProfilor(R) DO-2020 by current physician customers an important
component of our product's success. To the extent that
reimbursement is unavailable or inadequate, physicians will be
less likely to use the CVProfilor(R) DO-2020. Therefore, we
continue to devote considerable effort to activities such as payer
advocacy and coding clarification directed at long-term
reimbursement in our target markets. We provide assistance to
physicians with the ongoing process of insurance billing
procedures in an attempt to facilitate reimbursement coverage and
payment on a nationwide basis.

"In addition, because our CVProfilor(R) DO-2020 is being marketed
on a per-patient-tested basis, we have a delay in the cost
recovery of our working assets. Although our per-patient-tested
marketing approach reduces the risk and thereby increases the
potential rate of acceptance for physician customers willing to
use the CVProfilor(R) DO-2020 as compared to a capital acquisition
approach, it also delays our cash flow recovery of product costs.
Physician payments for use of the CVProfilor(R) DO-2020 follow
actual utilization by some 60-90 days; utilization in one month is
invoiced in the following month and payment is generally received
within 30 to 60 days of invoicing. This delay in payment,
therefore, requires six to twelve months to fully recover product
costs. These cash flow delays mean that we will generate little,
if any, cash during the initial placement of the product and will
require cash from other sources to support our operations during
this period.

"No assurance can be given that additional working capital will be
obtained in a timely manner or on terms and conditions acceptable
to us or our shareholders. Our financing needs are based upon
management estimates as to future revenue and expense. Our
business plan and our financing needs are also subject to change
based upon, among other factors, market conditions, and our
ability to materially increase the revenue generated by our
CVProfilor(R) DO-2020 System and other cash flow from operations.
Our efforts to raise additional funds may be hampered by the fact
that our securities are quoted on the OTC Bulletin Board, are
illiquid and are subject to the rules relating to penny stocks.

"We have historically obtained working capital from the issuance
of our securities. In July 1998, we completed our initial public
offering of 2,587,500 units, each unit consisting of one share of
our common stock and one Redeemable Class A Warrant which resulted
in total net proceeds to us of $9,188,414. Beginning on January
23, 2001 and ending on March 26, 2001, we offered our Redeemable
Class B Warrants for no additional consideration to those holders
of our Class A Warrants who properly exercised a Class A Warrant
in the offering period. We raised $1,964,371 (net of offering
expenses of $73,062) in connection with this offering of the Class
B Warrants. On March 27, 2002, we completed a private placement to
five investors consisting of three-year 8% Convertible Notes in
the aggregate principal amount of $2,000,000. Beginning on June 6,
2002 and ending on November 14, 2002, we offered Class B Warrants
for no additional consideration to those holders of the Class A
Warrants who properly exercised a Class A Warrant in the offering
period. Total gross proceeds from this offering were $57,400. On
August 28, 2003, we completed the private placement offering of
585,980 units to a group of investors led by Mark N. Schwartz. Net
proceeds from this offering were approximately $1.87 million."


IMAGEMAX INC: Sept. 30 Working Capital Deficit Reaches $11 Mill.
----------------------------------------------------------------
ImageMax, Inc. (OTCBB:IMAG) announced results for the third
quarter and nine months ended September 30, 2003.

Revenues, operating loss, and net loss amounted to $9.6 million,
$11.6 million and $11.9 million or $1.72 per share, respectively,
for the quarter ended September 30, 2003, which included a non-
cash charge that reduced the carrying value of the Company's
goodwill by $11.4 million or $1.64 per share as a result of an
interim impairment test performed by the Company due to the
identification of impairment indicators as defined under SFAS 142
"Goodwill and Other Intangibles". This charge reduced
shareholders' equity to zero and reflects the uncertainty around
the Company's enterprise value. These results compared to revenues
of $10.7 million, operating income of $0.3 million, and net income
of $16,000 or $0.00 per share in the third quarter of 2002.

Revenues, operating loss, and net loss amounted to $30.6 million,
$11.8 million, and $12.8 million or $1.85 per share, respectively,
for the nine months ended September 30, 2003, which included the
$11.4 million non-cash goodwill charge, as compared to revenues of
$32.1 million, operating income of $1.1 million, and a net loss of
$14.9 million or $2.20 per share for the first nine months of
2002, which included a non-cash goodwill charge of $15.1 million
or $2.22 per share as a result of implementing SFAS 142. Income
before the effect of the accounting change was $0.2 million or
$0.03 per share for the nine months ended September 30, 2002.

Results for the third quarter of 2003 reflect a change in business
terms related to certain services performed substantially on an
outsourced basis in order to accommodate an existing contract with
an outsourced provider and to meet the requirements of customers.
The financial impact of the change was to: 1) reduce services
revenue and cost of services revenue by $0.4 million for the third
quarter and nine months ended September 30, 2003; and 2) increase
gross margin from 34.3% to 35.8% in the third quarter and from
34.4% to 34.9% for the nine months ended September 30, 2003.

At September 30, 2003, the Company's balance sheet shows that its
total current liabilities exceeded its total current assets by
about $11 million.

The working capital deficit of $11,209 at September 30, 2003
includes the outstanding balances of $5,439 on the Revolver loan
and $7,258 on Subordinated debt which are due January 15, 2004 and
February 15, 2004, respectively.

Mark P. Glassman, Chief Executive Officer commented, "Third
quarter results continued to reflect recent revenue and financial
trends, including steady service revenues, lower product revenues
attributable to third party software and equipment, and
challenging expense levels, including those associated with being
a public company. Prospectively, the Company's operating plans are
heavily dependent on its ability to meet the requirements and
maturities of its senior and subordinated debt, to obtain needed
additional working capital to meet obligations in the normal
course of business beyond 2003, and to reduce administrative
expenses, all of which carry substantial uncertainty. To the
extent the Company is successful in obtaining additional working
capital and meeting its obligations, we expect fourth quarter
revenues to improve sequentially on the strength of higher
software sales and to generate positive operating cash flow, but
we do not expect to be profitable".

As previously disclosed, the Company entered into the First
Amendment of the Forbearance Agreement effective September 30,
2003 with its senior lenders. This agreement expired on October
31, 2003. The Company remains in default under its senior and
subordinated agreements. The senior revolving credit facility
balance as of September 30, 2003 was $5.4 million and matures in
January 2004. In addition to its senior debt, as of September 30,
2003, the Company had $7.3 million outstanding principal and
accrued interest on its subordinated convertible debt that matures
on February 15, 2004.

As previously disclosed, the Company has engaged an investment
banking firm to assist the Board of Directors and management in
the exploration of strategic alternatives available to the
Company. In addition to this process, the Company is in
negotiations with its subordinated debt holders to obtain
necessary working capital and the Company is also in discussions
to obtain forbearance from the senior lenders. There can be no
assurance that these negotiations or discussions will be
successful and any agreement with the subordinated debt holders
would be subject to approval by the Company's senior lenders.

In the event the Company is unable to secure additional working
capital, negotiate any necessary forbearance agreements and/or
obtain waivers of any covenant violations from its senior lenders
or subordinated debt holders currently or in the future, or to be
successful in its efforts to locate and consummate strategic
alternatives that result in either the sale of the Company or a
refinancing of the senior and subordinated debt, the Company may
not have the ability to continue as a going concern, may not be
able to pay its obligations as they come due, its operations may
be significantly curtailed and the Company may have to consider
additional alternatives, which may include bankruptcy or
liquidation.

ImageMax is a national provider of document management services
and products that enable clients to more efficiently capture,
index, and retrieve documents across a variety of media, including
the Internet through its web-enabled document storage and
retrieval product, ImageMaxOnline. The Company operates from 26
facilities across the United States.


IMMTECH INT'L: Fiscal Second-Quarter Net Loss Widens to $7 Mill.
----------------------------------------------------------------
Immtech International, Inc. (Amex: IMM) announced results for the
fiscal second quarter ended September 30, 2003.

At September 30, 2003, unrestricted cash and cash equivalents were
$4,761,000 as compared to $112,000 at March 31, 2003.  For the
same periods, restricted funds on deposit were $2,599,000 and
$2,740,000, respectively.

For the three months ended September 30, 2003, revenues were
$659,000, as compared to $360,000 for the same period in 2002.  
Due largely to non-cash compensation recorded related to the
issuance of common stock, options and warrants, which was
$5,301,000 and $244,000 for the three months ended September 30,
2003 and 2002, respectively, loss from operations for the fiscal
second quarter was $6,842,000, as compared to a loss from
operations of $1,234,000 for the fiscal second quarter of 2002.  
Net loss attributable to common shareholders for the quarter ended
September 30, 2003 was $6,931,000, or $0.80 per share, compared to
a loss of $1,439,000, or $0.23 per share, in the previous year.

Immtech is focused on the commercialization of its first oral drug
candidate, DB289.  DB289 is being tested in three human clinical
trials for the treatment of Malaria, Pneumocystis carinii
pneumonia and African sleeping sickness.  Malaria is an infectious
disease that affects over two billion people with 300-400 million
new cases reported annually.  Malaria causes two million deaths in
the world each year, including one million children under the age
of five; i.e. one child dies every 30 seconds from Malaria.  PCP
is a serious lung infection affecting immuno-suppressed patients,
such as those afflicted with AIDS or cancer, and African sleeping
sickness is a parasitic disease that affects 60 million people
living in Sub-Saharan Africa.

"Our human clinical trials continued making positive progress
during our second fiscal quarter.  Immtech successfully enrolled
qualified Malaria-afflicted patients in a Phase IIa human clinical
trial for treatment with Immtech's oral drug, DB289.  The initial
pilot stage of this human clinical trial was conducted in Thailand
to treat Malaria patients.  In the pilot trial, DB289 was
demonstrated to be safe to administer and efficacious in the
patients tested," stated T. Stephen Thompson, Immtech's President
and Chief Executive Officer.

"In August, our Hong Kong subsidiary, Immtech Hong Kong, entered
into a collaboration with Guo Kang Pharmaceutical & Medical
Supplies Ltd. to facilitate the efficient movement of new drugs
from clinical trials to commercialization in China.  Guo Kang is
an entity empowered to conduct business for the People's Republic
of China's Ministry of Health.  This collaboration will further
enhance Immtech's strategic position in China's healthcare
market," remarked Mr. Thompson.

"Immtech began trading on the American Stock Exchange on
August 11, 2003. Listing on the AMEX has brought increased
visibility to Immtech and notably increased interest from
institutional investors.  The move has led to greater liquidity in
the market for our stock," stated Gary C. Parks, Immtech's Chief
Financial Officer.

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

                             *     *     *

                       Going Concern Uncertainty

In its Form 1O-Q filed recently with the Securities and Exchange
Commission, the Company reported:

"The [Company's] condensed consolidated financial statements have
been prepared by Immtech International, Inc. and its subsidiaries
pursuant to the rules and regulations of the Securities and
Exchange Commission and, in the opinion of the Company, include
all adjustments necessary for a fair statement of results for each
period shown (unless otherwise noted herein, all adjustments are
of a normal recurring nature). Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted pursuant
to such SEC rules and regulations. The Company believes that the
disclosures made are adequate to prevent the financial information
given from being misleading. It is suggested that these financial
statements be read in conjunction with the financial statements
and notes thereto included in the Company's latest Annual Report
on Form 10-K/A.

"Immtech International, Inc., and its subsidiaries are
pharmaceutical companies focused on the development and
commercialization of oral drugs to treat infectious diseases. The
Company has development programs that include treatments for
fungal infections, Malaria, Tuberculosis, Hepatitis C, diabetes,
Pneumocystis carinii pneumonia and tropical medicine diseases
including African sleeping sickness (a parasitic disease also
known as Trypanosomiasis) and Leishmaniasis (a parasitic disease
that destroys the liver). The Company holds worldwide patents,
patent applications, licenses and rights to license worldwide
patents and technologies from a scientific consortium and
exclusive rights to commercialize products from those patents and
licenses that are integral to the Company. The Company is a
development stage enterprise and since its inception on
October 15, 1984, has engaged in research and development
programs, expanding its network of scientists and scientific
advisors, licensing technology agreements, and advancing the
commercialization of its dication technology platform. The  
Company uses the expertise and resources of strategic partners and
third parties in a number of areas, including: (i) laboratory
research, (ii) pre-clinical and human clinical trials and (iii)
manufacture of pharmaceutical drugs. The Company has licensing and
exclusive commercialization rights to a dicationic pharmaceutical
platform and is developing drugs intended for commercial use based
on that platform.

"The Company does not have any products currently available for
sale, and no products are expected to be commercially available
for sale until after March 31, 2004, if at all.

"Since inception, the Company has incurred accumulated losses of
approximately $51,114,000. Management expects the Company to
continue to incur significant losses during the next several years
as the Company continues its commercialization, research and
development activities and clinical trial efforts. In addition,
the Company has various research and development agreements with
third parties and is dependent upon their ability to perform under
these agreements. There can be no assurance that the Company's
continued research will lead to the development of commercially
viable products. The Company's operations to date have consumed
substantial amounts of cash. The negative cash flow from
operations is expected to continue in the foreseeable future. The
Company will require substantial additional funds to commercialize
its product candidates. The Company's cash requirements may vary
materially from those now planned due to the results of research
and development efforts, results of pre-clinical and clinical
testing, responses to grant requests, relationships with strategic
partners, changes in the focus and direction of the Company's
research and development programs, competitive and technological
advances, the regulatory process, and other factors. In any of
these circumstances, the Company may require substantially more
funds than are currently available or than management intends to
raise.

"The Company believes its existing unrestricted cash and cash
equivalents, and the grants the Company has received or has been
awarded and is awaiting disbursement of, will be sufficient to
meet the Company's planned expenditures through at least the next
twelve months, although there can be no assurance the Company will
not require additional funds. Management may seek to satisfy
future funding requirements through public or private offerings of
securities, by collaborative or other arrangements with
pharmaceutical or biotechnology companies or from other sources.

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


INTERPLAY ENTERTAINMENT: Sept. 30 Net Capital Deficit Tops $16MM
----------------------------------------------------------------
Interplay Entertainment Corp. (OTC Bulletin Board: IPLY) reported
operating results for the third quarter of 2003.

For the third quarter ended September 30, 2003, Interplay reported
a net loss of $2.2 million, or $.02 per basic and diluted common
share, compared to a net loss of $1.8 million, or $.02 per basic
and diluted common share, in the same period last year.  Net
revenues for the third quarter 2003 were $4.7 million versus $9.7
million in the same period a year ago, a decrease of 52 percent.  
The decrease in net revenues was mainly a result of delivering one
new title gold master in North America in the 2003 period compared
to delivering three new title gold masters in North America in the
2002 period. This was offset by releasing three titles, two of
which had previously been released only in North America, in
Europe in the 2003 period as compared to releasing one title in
Europe in the 2002 period.  Additionally, back catalog sales were
lower in the 2003 period compared to the 2002 period.

For the nine-month period ended September 30, 2003, Interplay
reported a net loss of $2.0 million, or $.02 per basic and diluted
common share, compared to a net income of $20.5 million, or $.25
per basic and diluted common share, in the same period last year.  
The decrease in net income from last year is mainly a result of
recording a $28.8 million gain on the sale of Shiny Entertainment,
Inc., a subsidiary, in the first nine months of last year.  Net
revenues for the nine-month period ended September 30, 2003 were
$24.8 million versus $37.0 million in the same period a year ago,
a decrease of 33 percent. Net revenues during the nine-month
period ended September 30, 2003 included $15 million in revenue
related to the sale of all future interactive entertainment
publishing rights to the "Hunter:  The Reckoning" franchise.
Finally, operating loss decreased 73 percent from the prior year
to $1.9 million in the nine-month period ended September 30, 2003
as compared to a $7.0 million operating loss in the 2002 period.

Gross profit margin for the third quarter 2003 was 61 percent,
compared to 41 percent in the third quarter of 2002.  Gross profit
margin was higher in the third quarter this year as compared to
last year mainly due to a decrease in product returns and price
concessions, lower cost of goods in the 2003 period as the only
cost of goods Interplay incurs under the August 2002 agreement
with Vivendi Universal Games, Inc., are expenses related to
royalties due third parties and lower amortization of prepaid
royalties on externally developed titles.  Total operating
expenses decreased 7 percent to $5.0 million from $5.4 million in
the third quarter of this year as compared to the same period last
year.  The decrease in operating expenses is a result of lower
personnel costs and general expenses, offset by an increase in
advertising expense paid to Avalon Interactive Group Limited,
formally named Virgin Interactive Entertainment Limited.

Gross profit margin for the nine-month period ended September 30,
2003 was 60 percent, compared to 44 percent in the same period of
2002.  Gross profit margin was higher in the 2003 period as
compared to the same period last year mainly due to a decrease in
product returns and price concessions, lower cost of goods in the
2003 period as the only cost of goods Interplay incurs under the
August 2002 agreement with Vivendi are expenses related to
royalties due third parties and the gross profit margin realized
from the $15 million in revenue related to the sale of all future
interactive entertainment publishing rights to the "Hunter:  The
Reckoning" franchise.  Total operating expenses decreased 28
percent to $16.7 million from $23.3 million in the first nine
months of 2003 as compared to the same period last year.  The
decrease in operating expenses is a result of lower personnel
costs and general expenses, the lack of advertising expense under
the terms of the August 2002 distribution agreement with Vivendi
and a decrease in advertising expense and overhead fees paid to
Avalon.

Net revenues by platform for the third quarter of 2003 were 64
percent PC, 34 percent console, and 2 percent OEM, royalties and
licensing.  On a geographic basis, North America accounted for 38
percent of total net revenues, international represented 60
percent, and OEM, royalty and licensing accounted for 2 percent.

The Company's September 30, 2003 balance sheet shows a working
capital deficit of about $18 million, and a total shareholders'
equity deficit of about $16 million.

Interplay also confirmed that, although both titles will likely go
gold before the end of the year, Fallout:  Brotherhood of Steel
and Baldur's Gate: Dark Alliance 2 may ship in January in some
territories.  Management added that this should not impact retail
sell-through because management believes the beginning of the year
tends to be less crowded with new releases, and new hardware
owners following the holidays are often avid consumers of
software. Assuming these titles go gold before the end of the
year, Interplay's fourth quarter revenue recognition will be
unaffected, based on the terms of the recently reinstated
distribution agreement with Vivendi.

Interplay Entertainment is a leading developer, publisher and
distributor of interactive entertainment software for both core
gamers and the mass market.  Interplay develops games for personal
computers as well as video game consoles, many of which have
garnered industry accolades and awards. Interplay releases
products through Interplay, Black Isle Studios and its
distribution partners.


ISLE OF CAPRI: Responds to St. Louis with $434-Million Proposal
---------------------------------------------------------------
Isle of Capri Casinos, Inc. (Nasdaq: ISLE) officials announced
that the company has responded to requests for proposals issued by
St. Louis City and St. Louis County. The two proposals total $434
million.

The proposal for St. Louis City totals approximately $267 million,
which includes approximately $116 million in ancillary development
by unrelated third parties.  The project, located at Laclede's
Landing, will feature 1,100 slot games, 35 table games, a 290-room
hotel, three branded restaurants, a 1,200-space parking garage, a
5,000-square-foot entertainment event center, retail outlets,
child care facilities and meeting space. This project allows for
the possibility of future expansion to the gaming space by more
than 50 percent.

The ancillary development to the company's St. Louis City project
will include residential, commercial and entertainment facilities
located adjacent to the casino complex.

The St. Louis County proposal totals approximately $167 million
and is located near the Jefferson Barracks Bridge.  The project
includes 1,600 slot games, 40 table games, a 220-room hotel, four
branded restaurants, an 1,800-space parking garage, a 12,000-
square-foot entertainment event center, retail outlets, child care
facilities and meeting space.

Bernard Goldstein, Isle of Capri Casinos, Inc. chief executive
officer and chairman, said, "Our company is well positioned and
ready to immediately develop these projects.  We have the
financial capability to build both projects simultaneously and
open within approximately 20 months of receiving appropriate
approvals."

In a related matter, the company previously announced an agreement
to purchase The Admiral Casino riverboat in St. Louis, Missouri
for $50 million from the President Riverboat Casino-Missouri, Inc.   
The due diligence period for the transaction has not expired.

Isle of Capri Casinos, Inc. (S&P, B+ Corporate Credit Rating,
Stable) owns and operates 15 riverboat, dockside and land-based
casinos at 14 locations, including Biloxi, Vicksburg, Lula and
Natchez, Mississippi; Bossier City and Lake Charles (two
riverboats), Louisiana; Black Hawk (two land-based casinos) and
Cripple Creek, Colorado; Bettendorf, Davenport and Marquette,
Iowa; and Kansas City and Boonville, Missouri. The company also
operates Pompano Park Harness Racing Track in Pompano Beach,
Florida.


IT GROUP: Committee Earns Nod to Prosecute Avoidance Actions
------------------------------------------------------------
To protect its rights under the Shaw Sale Order, as well as its
rights under its Asset Purchase Agreement with the IT Group
Debtors, The Shaw Group wants to exclude from the avoidance
actions the Official Committee of Unsecured Creditors is empowered
to pursue, those putatively lying against non-debtor parties --
the Protected Parties -- to contracts the Debtors assumed and
subsequently assigned to Shaw.  Shaw also seeks to exclude from
preference actions pursued by the Committee those suits that
would impair the value of the Assets it purchased from the
Debtors.

Shaw believes that preference actions against Protected Parties
are impermissible and therefore, pursuit of these actions will be
ultimately fruitless to the Debtors and damaging to Shaw.  
As a result of the Debtors' assumption and assignment to Shaw of
the Assumed Contracts, the Protected Parties are now Shaw's
customers and clients.  Allowing the Committee to make demands
against the Protected Parties will necessarily impair, or in some
cases, destroy the value of the Assumed Contracts to Shaw.  

Accordingly, Joseph C. Handlon, Esq., at Ashby & Geddes, PA, in
Wilmington, Delaware, argues that the Committee should not be
allowed to pursue preference actions against the Protected
Parties because:

A. Allowing the Committee to pursue preference actions would be
   improper and, ultimately, futile.  

   While Section 547(b) of the Bankruptcy Code allows the
   recovery of certain prepetition payments, the mechanisms and
   requirements of Section 365 make it clear that prepetition
   payments to Protected Parties may not be so recovered.  Mr.
   Handlon notes that:

   (a) The Protected Parties did not receive more in the Debtors'
       Chapter 11 cases than they would have received in a
       hypothetical Chapter 7 situation;

   (b) Allowing pursuit of preference actions against Protected
       Parties ignores the unique set of rights afforded them by
       Section 365;

   (c) That the Assumed Contracts were ultimately assigned to
       Shaw has no impact on the analysis; and

   (d) The terms of the Sale Order and the Agreement render
       futile any attempt to recover from Protected Parties
       amounts received under the Assumed Contracts.

B. The Debtors already made an election with respect to the
   Assumed Contracts and may not now take an action contrary to
   that election.

   Mr. Handlon contends that the Committee's stance to take a
   contrary position the Debtors are taking by pursuing
   preference actions against the Protected Parties leads to an
   inequitable result and must not be condoned.

C. Given the impermissibility, futility and inequity of the
   Committee's pursuit of preference actions against Protected
   Parties, the Committee's request should be denied insofar as
   it seeks authority to pursue preference actions against
   Protected Parties.

   The Third Circuit's decision in Official Committee of
   Unsecured Creditors of Cybergenics Corporation v. Chinery,
   while dealing with a creditors committee's pursuit of
   fraudulent transfer claims, is also instructive in IT Group's
   case.  Other than suggesting that derivative standing may
   be appropriate when the trustee is "delinquent" in pursing
   claims on behalf of the estate, the Cybergenics decision did
   not set forth exact procedures a bankruptcy court should
   follow in allowing creditors committees derivative standing.
   The Cybergenics court did, however, implicitly adopt the
   standards currently in use in the Second and Seventh Circuits.
   Application of either Circuit's test, however, reveals that
   the Committee should not be allowed to pursue preference
   actions against the Protected Parties.

D. The Committee should not be given authority to pursue
   preference actions, the recovery on which would give
   rise to a claim against, or otherwise impair the value of,
   the Assets.

   The Court, which entered the Shaw Sale Order, provided that    
   the Assets, including the Assumed Contracts, were to be
   conveyed to Shaw free and clear of all Claims related to the
   prepetition operation of the Debtors' businesses.  The Shaw
   Sale Order also approved the terms of the Agreement, which,
   among other things, provided that the Assets, including the
   Assumed Contracts, were to be conveyed to Shaw free and clear     
   of any Encumbrance.  Thus, Mr. Handlon contends that neither
   the Debtors nor the Committee should be empowered to derogate
   the Court's authority and orders or the provisions of the
   Code.

   In addition to the damage that will be done to the value of
   the Assumed Contracts if the Committee is empowered to pursue
   preference actions against Protected Parties, the value of the
   Assets, including the Assumed Contracts, will similarly be
   impaired to the extent the Committee's recovery of prepetition
   payments made to non-Protected Parties leads the defendants
   to seek recourse from Shaw or the Assets.  This would
   undermine Section 363(f) and the Court's prior orders.

                      PPG Industries, Inc.

John J. Winter, Esq., at Harvey, Pennington, Cabot, Griffith &
Renneisen, Ltd., in Philadelphia, Pennsylvania, remarks that the
Official Committee of Unsecured Creditors' request for authority
to prosecute avoidance actions is relying on the recent decision
of the Third Circuit Court of Appeals in the action styled "The
Official Committee of Unsecured Creditors of Cybergenics
Corporation v. Chinery."  While it appears that the Cybergenics
decision applies to those situations wherein a creditors
committee seeks to initiate various avoidance and recovery
actions, the Committee, in the present case, seeks to expand its
application to facts not covered by Cybergenics, specifically, an
action which has already been commenced and is pending in a non-
Bankruptcy Court forum, i.e., the Envirocraft Action.

                      The Envirocraft Action

Envirocraft Corporation commenced an action on December 23, 2002
in the Superior Court for the State of New Jersey, by filing a
Complaint styled as Envirocraft Corporation v. PPG Industries,
Inc., Pulverizing Services, Inc., Hertz Equipment Rental, Haas
Sand & Gravel, LLC and Capone Transportation, LLC.

Envirocraft's Complaint sought, inter alia, to foreclose its
construction lien claim arising under New Jersey law, both for
itself and on behalf of certain of its subcontractors as well,
who allegedly supplied labor and materials to an environmental
remediation project, affecting real property located in
Moorestown, New Jersey and owned by a defunct corporation,
Pulverizing Services, Inc.

                     PPG's Limited Objection

PPG does not object to the Committee's request insofar as it
seeks leave, authority and standing to commence Avoidance
Actions, on the Debtors' behalf.  However, PPG does not believe
that Cybergenics authorizes the Court to confer standing upon the
Committee in defensive actions, which arise out of the
application and interpretation of state law, like mechanic's lien
statutes.  The Envirocraft Action arose out of New Jersey's
Construction Lien Law, and does not involve any causes of action,
other than as the Committee may have attempted to allege so as to
"bootstrap" the Bankruptcy Court's ability to confer standing
upon the Committee to defend the Envirocraft Action.

Mr. Winter recounts that by letters dated October 23 and 24,
2003, the Debtors' and the Committee's counsels, sent District
Court Judge Joseph J. Farnan, Jr., a copy of the Delegation
Stipulation containing the agreement between the Committee and
the Debtors stating the Debtors' delegation to the Committee, and
the Committee's acceptance, of the duty of defending the
Envirocraft Action.  However, it is unclear from the Delegation
Stipulation whether the Committee is becoming a party-in-interest
in the Envirocraft Action, or merely undertaking the ministerial
duties attendant to its defense.  If the Committee is indeed
becoming a party-in-interest in the Envirocraft Action, then the
Committee should file a Motion to Intervene, in accordance with
and subject to the standards and requirements of Rule 24 of the
Federal Rules of Civil Procedure.

To date, the Committee has not filed a Motion to Intervene in the
Envirocraft Action, apparently believing that the combined effect
of the Delegation Stipulation and their request for authority to
prosecute avoidance actions, if granted, would be the same.  Mr.
Winter asserts that this ambiguous course of action will only
create more substantive and procedural issues than it will
resolve.

Conversely, if the Committee is merely undertaking ministerial
duties in defense of the Envirocraft Action, no reason has been
set forth in their request with the Court for its doing so.  
There is no allegation contained in the Committee's request that
the Debtors' counsel is unwilling, or unable to handle the
defense of the Envirocraft Action, or that the Committee's
counsel is better suited by way of training, experience, or
access to witnesses and documents to do so.

Mr. Winters is concerned that the Committee's interposition in
the Envirocraft Action will hinder and delay its timely
prosecution, by interposing an additional layer of professionals
between critical witnesses and documents that only the Debtors
can produce.  If the Committee is thus permitted to do so, at
least in the present procedural posture of the Envirocraft Action
and their request to prosecute avoidance actions, without
appropriate procedural safeguards, every step which PPG and the
other parties to the Envirocraft Action may wish to take, from
discovery through settlement or trial, will be subjected to two
sets of possible oppositions, objections, or dilatory steps.  Not
only does this present the unsavory prospect of the original
plaintiff and defendants in the Envirocraft Action facing "double
teaming" by the Debtors and the Committee, but it further
presents the very real prospect for the delay of the ultimate
resolution of the Envirocraft Action, as well as burdening the
Debtors' Estates with twice the attorney's fees and costs which
would otherwise be incurred.

As to the issue of attorney's fees and costs that will ultimately
have to be borne by the Debtors' estates, no request has been
filed with the Bankruptcy Court seeking to appoint the
Committee's Counsel as Special Counsel to defend the Envirocraft
Action.  Without this approval being sought and obtained, the
Committee's counsel may not be compensated for its efforts in
doing so.

Additionally, to be fully responsive as an intervenor in the
Envirocraft Action, the Committee's "taking over this action for
the Debtors" may place it in the untenable position of requiring
information and documents from the Debtors which the Debtors
desire not to produce or divulge, in case the disclosure would
give rise to other claims or causes of action which the Committee
would have to investigate or prosecute on behalf of its
constituents, the unsecured creditors.

Moreover, Mr. Winter asserts that PPG holds a substantial
unsecured prepetition claim against the Debtors, and timely filed
a general unsecured Proof of Claim with the Court-appointed
claims agent, Logan and Company in July 2002.  Therefore, the
Committee obviously represents PPG's interests arising out of the
facts and circumstances presented by the Envirocraft Action,
interests which are clearly adverse to the Debtors'.  
Accordingly, PPG reserves the right to raise all of the apparent
conflicts of interest presented by the Committee's proposed
intervention in the Envirocraft Action.

PPG now asks the Court to strike the Committee's request to
expand its application to facts not covered by Cybergenics, to
the Envirocraft Action which is pending in a non-bankruptcy court
forum.

                          *     *     *

Judge Walrath grants the Committee leave, standing and authority
to prosecute the Debtors' Avoidance Actions.  Moreover, the Court
authorizes the Committee to defend and prosecute claims in the
PPG Litigation, nunc pro tunc to October 15, 2003. (IT Group
Bankruptcy News, Issue No. 36; Bankruptcy Creditors' Service,
Inc., 215/945-7000)  


JA JONES: Secures Nod to Hire Moore & Van as Bankruptcy Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina gave its nod of approval to J.A. Jones, Inc., and its
debtor-affiliates' application to employ Moore & Van Allen PLLC as
their Bankruptcy Counsel.

The Debtors have selected Moore & Van Allen because the Firm's
attorneys have considerable experience in matters of this
character and are qualified to represent the Debtors in their
chapter 11 cases.

Moore & Van will:

     a) represent the Debtors in carrying out their duties as
        debtors-in-possession under the Bankruptcy Code;

     b) prepare on behalf of the Debtors necessary motions,
        applications, answers, contracts, reports and other
        legal documents;

     c) advise and consult with the Debtors for the preparation
        of all necessary schedules, disclosure statements and
        plans of reorganization;

     d) perform any and all legal services on behalf of the
        Debtors arising out of or related to the bankruptcy
        cases;

     e) perform any and all other legal services for the Debtors
        in the operation of their businesses and the management
        of their assets and financial affairs, including, but
        not limited to labor, securities, litigation, tax,
        ERISA, corporate, banking, intellectual property,
        commercial, environmental and other matters; and

     f) perform all other legal services required by the Debtors
        during their bankruptcy cases.

The Debtors understand the Firm's hourly rates range from:

          members            $240 to $500 per hour
          associates         $150 to $260 per hour
          paralegals         $90 to $135 per hour

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


KAISER ALUMINUM: Third-Quarter Net Loss Slides-Up to $88.6 Mill.
----------------------------------------------------------------
Kaiser Aluminum reported a net loss of $88.6 million, or $1.11 per
share, for the third quarter of 2003, compared to a net loss of
$83.4 million, or $1.04 per share, for the year-ago quarter.

For the first nine months of 2003, Kaiser's net loss was $215.1
million, or $2.68 per share, compared to a net loss of $197.9
million, or $2.45 per share, for the first nine months of 2002.

Results for the third quarter and nine months of 2003, and for the
comparable periods of 2002, included a number of significant
operating charges, as outlined in tables accompanying this press
release.

Net sales in the third quarter and first nine months of 2003 were
$327.1 million and $1,024.9 million, compared to $348.0 million
and $1,104.9 million for the comparable periods of 2002.

At September 30, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $1.3 billion.

Kaiser President and Chief Executive Officer, Jack A. Hockema,
said, "The company's operating loss in the third quarter of 2003
was larger than that of the year-ago period due mainly to the
impact of higher energy costs; lower primary aluminum shipments
due to the energy-related curtailment of the 90%-owned Valco
smelter earlier this year; the negative effects of a weakening
U.S. dollar; and separate, unrelated short-term power outages at
the company's alumina refineries.

"Nonetheless, the company continues to make progress in improving
its overall cost performance," said Hockema. "At the end of 2003,
we expect our cost improvement in relation to 2001 to equal or
exceed $130 million, as measured by our internal tracking system.

"Despite the disappointing results, the company had liquidity of
approximately $200 million through the end of the third quarter,"
said Hockema, "and we continue to follow a preliminary timeline
that could position Kaiser to emerge from Chapter 11 in mid-2004."

Kaiser Aluminum Corporation (OTCBB:KLUCQ) is a leading producer of
fabricated aluminum products, alumina and primary aluminum.


LNR PROPERTY: Completes Tender Offer for 10-1/2% Notes Due 2009
---------------------------------------------------------------
LNR Property Corporation (NYSE: LNR) (S&P, BB Long-Term
Counterparty Credit Rating, Stable) has completed its previously
announced tender offer for all of its outstanding 10-1/2% Senior
Subordinated Notes due 2009 for a purchase price equal to 106.892%
of their principal amount plus accrued interest through
November 13, 2003, the expiration date of the tender offer.

The tender offer expired at 5:00 p.m. New York City time on
November 13, 2003. Based on information provided by U.S. Bank
Trust National Association, the depositary for the tender offer,
$74.7 million principal amount of Notes had been tendered as of
the expiration time. LNR accepted all the Notes that were properly
tendered and not withdrawn.  The total cost to LNR of purchasing
the tendered Notes will be $79.8 million plus accrued interest.

Approximately $43.7 million principal amount of Notes remain
outstanding as of the expiration date of the tender offer.

LNR will record a charge of approximately $19 million to its
earnings for the quarter ending November 30, 2003, primarily
related to the premium paid for the Notes tendered and for earlier
purchases of $131.6 million principal amount of Notes in the
market.


LORAL SPACE: Third-Quarter 2003 Net Loss Doubles to $128 Million
----------------------------------------------------------------
Loral Space & Communications (OTC Bulletin Board: LRLSQ) filed its
quarterly report on Form 10-Q with the Securities and Exchange
Commission in which it reported financial results for the periods
ended September 30, 2003.

Results for the third quarter and nine months continue to reflect
the negative impact of the economic downturn on the space industry
and Loral's business units. After the close of the third quarter,
however, Space Systems/Loral, Loral's satellite manufacturing
unit, received orders for a total of three new satellites: two
from DIRECTV, Inc. and one from PanAmSat with an option for an
additional spacecraft. DIRECTV and PanAmSat have made a $25
million advance payment to Loral on each of their satellite
orders, for an aggregate advance of $75 million. As a result, SS/L
has received a total of four orders for new satellites so far this
year (including an earlier order from Intelsat that includes an
advance payment of $100 million at closing of the sale), a restart
order from WildBlue Corporation and an order from Boeing NASA
Systems for critical batteries and power systems for the
International Space Station.

In the fixed satellite services business, industry-wide pricing
pressure and decreased sales volume negatively affected the
company's results for the period. Pricing in all regions seems to
have stabilized, however, and the contract renewal rate remains at
the 80 percent level.

On July 15, 2003, Loral reached an agreement to sell its North
American telecommunications satellites to Intelsat Ltd. In
October, the U.S. Bankruptcy Court for the Southern District of
New York approved the agreement to purchase the assets for up to
$1.1 billion. Pending satisfaction of customary closing
conditions, including approval by the Federal Communications
Commission, the transaction between Loral and Intelsat is expected
to close within the next three months.

Loral's plans for the expansion of its international FSS fleet
(post-Intelsat sale) remain on track. Estrela do Sul 1, serving
Brazil and the Americas, is scheduled to be launched in the first
quarter of 2004 and Telstar 18, offering services to a large
portion of Asia, is set to launch in the second quarter of 2004,
bringing the total number of satellites in the international fleet
to five.

Also on July 15, 2003, Loral and certain of its subsidiaries filed
voluntary petitions under Chapter 11 of the United States
Bankruptcy Code. Loral intends to reorganize around its
international satellite fleet and its manufacturing businesses and
is in the process now of preparing its formal plan of
reorganization.

          Consolidated Results for the Third Quarter of 2003
                         Compared to 2002

For the three months ended September 30, 2003, revenues as
reported were $47 million, compared with $211 million for the same
period in 2002. The decline in sales this period was the result of
several factors: a one-time reversal of $83 million in sales on
the Telstar 18/APSTAR V project that was converted to a lease
arrangement; the near completion of satellites in backlog at SS/L;
an absence of satellite orders through the third quarter; and a
$21 million year-over-year reduction in FSS sales for the period.

Loral reported an Adjusted EBITDA loss of $25 million, compared to
EBITDA of $31 million in the third quarter of 2002.

Loral's net loss applicable to common shareholders was $128
million, or $2.90 per share for the period versus a net loss of
$57 million or $1.53 per share. Basic and diluted weighted average
shares were 44 million and 37 million for the periods ended
September 30, 2003 and 2002, respectively.

Loral ended the quarter with $103 million in cash. Net cash
provided by operating activities in the first nine months of 2003
was $95 million.

            Business Segment Results for the Third Quarter
                      of 2003 Compared to 2002

Continued pricing and volume softness in transponder leasing and
network services resulted in FSS revenues declining to $73 million
for the period versus $93 million last year. FSS Adjusted EBITDA
was $30 million for the period, compared with $49 million.
Depreciation and amortization in the third quarter was $36
million, compared with $38 million in the quarter last year. As a
result, the FSS operating loss was $6 million, compared with
operating income in last year's third quarter of $11 million.

Sales at Space Systems/Loral before eliminations decreased to $99
million in the third quarter versus $208 million a year earlier,
primarily due to satellite construction programs nearing
completion.

SS/L's Adjusted EBITDA for the third quarter was a loss of $30
million, compared with EBITDA of $7 million in the third quarter
of 2002. Depreciation and amortization in the quarter was $7
million, compared with $8 million in the year ago quarter. As a
result, SS/L had an operating loss of $37 million in the third
quarter, compared to an operating loss of $1 million in the year
ago quarter.

Further details on the company's financial results for the third
quarter and first nine months of 2003 are available in Loral's 10-
Q statement available via the company's web site at
http://www.loral.com  

Loral Space & Communications is a satellite communications
company. It owns and operates a global fleet of telecommunications
satellites used by television and cable networks to broadcast
video entertainment programming, and by communications service
providers, resellers corporate and government customers for
broadband data transmission, Internet services and other value-
added communications services. Loral is also a world-class leader
in the design and manufacture of satellites and satellite systems
for commercial and government applications including direct-to-
home television, broadband communications, wireless telephony,
weather monitoring and air traffic management.


MAGELLAN HEALTH: Wants to Contribute $5.5MM Capital to Premier
--------------------------------------------------------------
Currently, Magellan's largest customer, in terms of revenue, is
the State of Tennessee.  Magellan, through its subsidiaries and
affiliates, provides behavioral health services to the State of
Tennessee through two entities, Tennessee Behavioral Health,
Inc., a wholly owned non-Debtor subsidiary, and Premier
Behavioral Systems of Tennessee, LLC.

Premier Behavioral is a 50/50 joint venture between Premier
Holdings, Inc., a Tennessee corporation and wholly owned Debtor
subsidiary of Magellan, and Columbia Behavioral Health of
Tennessee, LLC, an unaffiliated third party.  Premier Behavioral
is operated pursuant to a September 1997 Amended and Restated
Operating Agreement, by and between Premier Holdings and
Columbia.

The State of Tennessee's existing service agreement with Premier
Behavioral expires on December 31, 2003.  The State of Tennessee
agreed to extend the Existing Contract for a period of three
months until March 31, 2004, with a potential for additional
three-month extensions.  However, the State of Tennessee agreed
to the extension only if a capital contribution of $5,500,000 is
made to Premier Behavioral to meet statutory minimum equity
requirements.

Columbia consented to the extension of the Existing Contract,
however, it is not willing to contribute to the Capital
Contribution required by the State of Tennessee.  Therefore, for
Premier Behavioral to be able to enter into the extension of the
Existing Contract, Premier Holdings must make the Capital
Contribution.  Without the Capital Contribution, Premier
Behavioral would not be able to enter into the extension and,
therefore, would lose the opportunity to continue its business
relationship with the State of Tennessee.

For the three-month extension period, Premier Behavioral
anticipates realizing $60,000,000 in revenue, from which the
Debtors will receive a $6,000,000 administrative fee.  Additional
revenues and profits also should be generated if the State of
Tennessee enters into future extensions of its agreement with
Premier Behavioral.

Pursuant to the Operating Agreement, Premier Behavioral makes
certain distributions to its members.  As a condition to
Magellan's Capital Contribution, Magellan requires that the
Operating Agreement be amended further so that Premier Holdings
would be entitled to a priority distribution entitling Premier
Holdings to receive all amounts payable as distributions to any
member until the amount of the Capital Contribution is repaid.  
In this way, the first $6,369,9271 that would otherwise be
distributed to Columbia under the Operating Agreement will be
distributed to Premier Holdings.

While any distributions from Premier to its members would require
the consent of the State of Tennessee under current regulations,
the Debtors anticipate that sufficient distributions would be
permitted so that Premier Holdings will recoup the Capital
Contribution made to Premier Behavioral, as well as any non-pro-
rata distributions made by Premier Behavioral.

By this motion, the Debtors ask the Court to approve the Capital
Contribution and the Operating Agreement Amendment.

The Debtors do not believe that Bankruptcy Court approval is
required for the extension of the Existing Contract.  None of the
Debtors will be party to the extension of the Existing Contract
and, in any event, extensions of service agreements with
customers are in the ordinary course of the Debtors' business.

Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, says that the Capital Contribution and Operating
Agreement Amendment will serve in many ways to preserve, protect,
and enhance the Debtors' assets and operations for the benefit of
their estates and all parties-in-interest.  The extension of the
Existing Contract will represent significant revenues and EBITDA
for the Debtors for the three-month extension period.  In
addition, the extension will enable Premier Behavioral to be in
the position to pursue potential additional extensions with the
State of Tennessee, which should result in further profitable
distributions to Premier Holdings. (Magellan Bankruptcy News,
Issue No. 18: Bankruptcy Creditors' Service, Inc., 215/945-7000)  


MANDALAY RESORT: S&P Assigns BB+ Rating to $250 Mil. Senior Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
Mandalay Resort Group's $250 million 6.375% senior notes due Dec.
15, 2011. Proceeds will be used to repay the company's $250
million term loan facility.

At the same time, Standard & Poor's affirmed its 'BB+' corporate
credit rating, and other ratings on the Las Vegas, Nev.-based
gaming company. The outlook is stable. About $3 billion of debt
was outstanding on July 31, 2003.  

"Ratings for MRG reflect its sizable, good quality portfolio of
gaming properties that are concentrated on the Las Vegas Strip,
offset by high debt leverage and an aggressive financial policy,"
said Standard & Poor's credit Michael Scerbo.

MRG owns 16 properties, including four joint ventures, with about
60% of property level EBITDA generated from six properties on the
Las Vegas Strip (including Monte Carlo, which is jointly owned by
MGM Mirage). In addition, MRG owns seven other properties in
Nevada (one of these is 50% owned), and three properties outside
of Nevada, although two of the three are jointly owned.

Share repurchases continue to be a priority for the company. In
fiscal 2001 and 2002, share repurchases were funded internally.
However, between Jan. 31, 2002, and July 31, 2003, the combination
of increased capital spending and share repurchases resulted in
debt increasing by about $500 million. Standard & Poor's expects
that share repurchases will moderate somewhat for the remainder of
fiscal 2004 as the company funds construction of the two ongoing
projects.  

In June 2003, MRG initiated a quarterly dividend of 23 cents per
share, which was raised to 25 cents per share in September. Based
on current shares outstanding, the dividend is expected to amount
to $60 million - $65 million per year.  Standard & Poor's does not
expect that the dividend will be incremental to share repurchases
at levels equal to that of the last several quarters.


MEDCOMSOFT INC.: Says Company Has Nothing to Report at This Time
----------------------------------------------------------------
At the request of the Toronto Stock Exchange, MedcomSoft Inc. (TSX
- MSF) is advising all shareholders that the Company has nothing
to report at this time.

MedcomSoft Inc. designs, develops and markets cutting-edge
software solutions to the healthcare industry. MedcomSoft has
pioneered the use of codified point of care medical terminologies
and intelligent pen-based data capture systems to create a new
generation of electronic medical records. As a result of
MedcomSoft innovations, physicians and managed care organizations
can now securely build and exchange complete, structured and
homogeneous electronic patient records. MedcomSoft applications
are written with the latest Microsoft tools to run on the Windows
platform (Windows 2000 & XP), operate with MS SQL Server 2000(TM),
support MS Terminal Server and fully integrate with MS Office
2003, Exchange and Outlook(R). MedcomSoft applications are fully
compatible with Tablet PCs and wireless technology.

On March 31, 2003, the company's current debts exceeded its
current assets by around $500,000. Net capital deficiency for that
same period is $1.5 million.


MERA PHARMACEUTICALS: Hires Jewett Schwartz as New Accountants
--------------------------------------------------------------
On September 2, 2003 Mera Pharmaceuticals, Inc. engaged Jewett,
Schwartz & Associates to audit its financial statements. The
decision to engage Jewett Schwartz was approved by the Audit
Committee of the Company's Board of Directors and ratified by the
full Board.

Prior to its engaging Jewett Schwartz, the Company's financial
statements were audited by Buttke, Bersch and Wanzek, PC. On
September 5, 2003 the Company notified Buttke Bersch that it had
been dismissed as the Company's principal accountants. Buttke
Bersch was initially engaged by the Company on January 16, 2002.
During its engagement, Buttke Bersch audited the Company's
financial statements for the fiscal years ended October 31, 2001
and 2002, and reviewed the Company's periodic filings.

Buttke Bersch's reports on the Company's financial statements for
the years ended October 31, 2001 and 2002 expressed uncertainties
about the Company's ability to continue as a going concern.

During the interim period ended January 31, 2003, Buttke Bersch
provided the Company with comments and suggestions on the
effectiveness of the Company's controls and procedures. Based on
this evaluation and review, the Company's Chief Executive Officer
and Controller concluded that certain deficiencies related to the
lack of segregation of conflicting duties with respect to cash and
sales exist. Specific deficiencies in the cash area were that the
interim controller performed conflicting duties of opening mail,
receiving and disbursing monies, posting payments and performing
bank reconciliations. Specific deficiencies in the sales area were
that the sales associate authorized and initiated the approval of
sales orders, facilitated inventory shipment, determined certain
sales pricing and maintained inventory. These deficiencies existed
primarily as a result of the Company's small staff, making
segregation of duties difficult. However, they have been addressed
and corrected by the Company through changes in internal controls.
The identified deficiencies did not result in any known errors or
the need to make any financial adjustments.

In order to address the deficiencies determined to exist by the
Company's Chief Executive Officer and Controller, as discussed
above, the Company changed certain of its internal controls
related to the segregation of duties. In the cash area, the
Company changed its internal controls to replace the interim
controller as a bank account signatory with an employee who does
not perform conflicting functions. The Company implemented that
corrective action in February 2003. In the sales area, the Company
changed its internal controls to require that the sales associate
receive approval from the president of the Company's
nutraceuticals division for all sales orders above a certain
minimum quantity, and that another employee who does not perform
conflicting functions maintain inventory. The Company implemented
those corrective actions in February 2003.


MIRANT CORP: Wants to Expand McDermott Will's Engagement
--------------------------------------------------------
Prior to the Petition Date, the Mirant Debtors were parties to a
number of both state and federal regulatory matters with respect
to the Debtors' businesses in the State of California and the
West-Wide Region wherein the Debtors require the representation of
competent counsel to the extent they are not otherwise permanently
stayed or enjoined.  Back then, the Debtors were represented by
the law firm of Troutman Sanders LLP.  However, Meredyth A. Purdy,
Esq., at Haynes and Boone LLP, in Dallas, Texas, relates that the
Debtors were unable to secure the services of Troutman Sanders for
the purpose of continuing to represent them in the California
Regulatory Matters due to conflict of interest.

With this, the Debtors requested McDermott Will & Emery, in
addition to its representation of the Debtors in connection with
Commodities Market Advice, to represent them in connection with
these California Regulatory Matters, to the extent necessary:

   * California Refund Case pending before both the Federal
     Energy Regulatory Commission and the Ninth Circuit Court of
     Appeals;

   * Various investigations being conducted by FERC involving
     the Debtors' California businesses and operations;

   * Pacific Northwest Refund case pending before FERC;

   * Annual filings and other proceedings in connection with the
     Debtors' Reliability Must Run Agreements in California;

   * Certain filings with and submissions to FERC to change
     tariffs and procedures in connection with the California
     ISO;

   * Complaint filed by the California Attorney General, which
     is on appeal in the Ninth Circuit Court of Appeals, with
     respect to the Debtors' market based rate authority;

   * Any appeals related to these California Regulatory Matters;
     and

   * Other possible California or Pacific Northwest or Westwide
     regulatory matters which may arise in the future.

While the Debtors already sought and obtained the Court's
permission to employ Latham & Watkins LLP for various matters
pending before the FERC, Ms. Purdy tells Judge Lynn that the
Debtors cannot employ it in connection with the California
Regulatory Matters because it possesses a conflict of interest as
to the California Regulatory Matters.

Paul J. Pantano, Jr., Esq., a partner at McDermott, represents
that his firm 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 addition, Mr. Pantano assures the Court that McDermott neither
holds nor represents an interest adverse to the Debtors or their
estates with respect to the California Regulatory Matters.

McDermott's Court approved compensation terms will continue in
effect with the expanded scope of services to the rendered to the
Debtors.  Though, Mr. Pantano notes that as of October 1, 2003,
the hourly rates for McDermott attorneys and paraprofessionals
now ranges from $140 to $695.

By this application, the Debtors seek the Court's permission to
expand McDermott's scope of employment to include its
representation in the California Regulatory Matters effective as
of the Petition Date. (Mirant Bankruptcy News, Issue No. 12;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NATIONAL CENTURY: Asks Court to Approve LifeCare East Agreement
---------------------------------------------------------------
Joseph M. Witalec, Esq., at Jones, Day, Reavis & Pogue, in
Columbus, Ohio, recounts that LifeCare Solutions East was a
subsidiary of LifeCare Solutions, Inc.  In September 2001,
LifeCare East was spun-off from LifeCare Solutions and became an
independent entity.  LifeCare East operates the Florida home
healthcare locations that were owned by LifeCare Solutions.  

Prior to the Petition Date, LifeCare East sold its accounts
receivable to NPF VI pursuant to a sales and subservicing
agreement among LifeCare Solutions, NPF VI and Debtor National
Premier Financial Services, Inc.  The Debtors have asserted that
LifeCare East owes NPF VI $3,600,000 under the Sales Agreement.  
LifeCare East separately borrowed funds from Debtor NPF Capital,
Inc. under a secured term loan arrangement pursuant to which
$259,100 was due as of LifeCare East's Petition Date.  In
addition, Debtors NPF-LL, Inc. and NPF-CSL, Inc. have asserted
claims for amounts relating to an equipment lease by NPF-LL and
NPF-CSL to LifeCare Solutions, which lease subsequently was
transferred to LifeCare East.  LifeCare East has disputed all
liabilities arising out of these leasing arrangements.

On November 18, 2002, LifeCare East filed its own Chapter 11
case.  In June 2003, LifeCare filed its Plan.  Pursuant to the
LifeCare East Plan, the Debtors were to receive $1,400,000 in
cash, a $1,250,000 junior secured note and certain equity
interests in respect of their claims.  However, after the Plan
was filed, LifeCare East advised the Debtors that its proposed
exit financier, DVI, Inc. filed its own Chapter 11 case and could
no longer provide LifeCare East with the required financing to
fund its Plan.  Subsequently, LifeCare East found a replacement
exit financier, Healthcare Business Credit Corporation, but HBCC
was not willing to provide as much initial financing as was
offered by DVI.

As a result, the Debtors and LifeCare East renegotiated the terms
of the LifeCare East Plan.  Accordingly, the Debtors ask Judge
Calhoun to approve a settlement of claims with LifeCare East on
the terms and subject to the conditions set forth in LifeCare
East's Amended Plan of Reorganization.

LifeCare East's Plan contains these principal terms and
conditions with respect to the Debtors' claims:

   (a) LifeCare East will pay the Debtors $1,100,000 in cash on
       the Effective Date, or as soon thereafter as practicable.

   (b) The Debtors will receive the proceeds of, and a first
       priority security interest in, a workers' compensation
       insurance policy refund to which LifeCare East may be
       entitled, up to a maximum amount of $300,000.  On payment
       of the Workers Compensation Distribution, the lien held by
       the Debtors against the Workers Compensation Refund will
       be extinguished.

   (c) The Debtors will receive a secured note -- the Junior
       Secured Note -- subordinate to the exit financing
       obligations and subordinate to secured financing from
       McKesson Corp. for up to $300,000 in supplied inventory
       and deferred compensation of the Debtor's principals in
       the event of a subsequent sale, payable as:

          (1) $300,000 minus the amount of the Workers
              Compensation Distribution, payable in six equal
              monthly installments, with the first payment due at
              the end of the seventh month after the Effective
              Date and the final payment due at the end of the
              12th month after the Effective Date; and

          (2) $1,250,000 in 16 equal quarterly installments of
              principal over a five-year term together with
              accumulated interest of 4% per annum, with the
              first payment due at the end of the fourth calendar
              quarter after plan confirmation.  Junior Secured
              Note payments will be subject to existing covenants
              under the exit financing facility and a minimum
              excess availability requirement of $350,000 after
              giving effect to the payments, and any deferred
              payments will be added to the principal balance and
              reamortized over the remaining term.

   (d) Equity participation redeemable by Reorganized LifeCare
       East at $200,000 for up to five years, provided that the
       Junior Secured Note has been paid in full or, in the event
       of a sale or recapitalization transaction, the Debtors
       will receive the greater of $200,000, or 10% of net
       proceeds available to equity holders up to $400,000 plus
       10% per annum.

   (e) The specific terms of the intercreditor relationship among
       HBCC, the Debtors, Reorganized LifeCare and other parties
       will be memorialized in a subordination agreement to be
       executed on the Effective Date;

   (f) Upon the payments to the Debtors, all prepetition liens
       held by the Debtors will be marked as satisfied in all
       applicable public records of all applicable jurisdictions,
       and the liens will be deemed null and void.

Mr. Witalec asserts that the settlement is warranted for these
reasons:

   (a) The results of any litigation between the Debtors and
       LifeCare East regarding the amount of the Debtors' claims
       are uncertain.  LifeCare East has stated that it disputes
       a portion of NPF VI's claims and all equipment lease
       claims of NPF-LL and NPF-CSL;

   (b) Given LifeCare East's bankruptcy, the Debtors plainly
       would face significant difficulties in collecting on their
       claims against LifeCare East absent the Settlement.  This
       would be the case if protracted litigation were involved,
       since any litigation would further deplete the LifeCare
       East estate;

   (c) Litigation over the amount and treatment of the Debtors'
       claims would be expensive and time-consuming.  There would
       be no assurances that the result would be any more
       favorable than the proposed treatment of the Debtors'
       claims pursuant to the LifeCare East Plan; and

   (d) The Settlement will allow the Debtors to collect
       immediately a significant amount of cash and preserve the
       possibility of substantial additional recoveries under the
       notes and equity interests to be distributed under the
       LifeCare East Plan.

Ultimately, the terms of the LifeCare East Plan have been
negotiated in close consultation with the Debtors' creditor
constituencies, and the Debtors do not anticipate that any of the
constituencies will object to the Settlement. (National Century
Bankruptcy News, Issue No. 26; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


NAVISITE INC: Annual Shareholders' Meeting Slated for December 9
----------------------------------------------------------------
The Annual Meeting of Stockholders of NaviSite, Inc., a Delaware
corporation, will be held on Tuesday, December 9, 2003 at 10:00
a.m., local time, at the Wyndham Andover, 123 Old River Road,
Andover, MA 01810, to consider and act upon the following matters:

    (1) To elect six members of the Board of Directors of NaviSite
        to serve for a one-year term;
    
    (2) To approve the Amended and Restated 2003 Stock Incentive
        Plan;
    
    (3) To ratify the appointment by the Board of Directors of
        KPMG LLP as the independent auditors of NaviSite for the
        fiscal year ending July 31, 2004; and
    
    (4) To transact such other business as may properly come
        before the meeting or any adjournment thereof.
    
The Board of Directors has no knowledge of any other business to
be transacted at the Annual Meeting.

Admission of stockholders to the Annual Meeting will be on a
first-come, first-served basis, and picture identification will be
required to enter the Annual Meeting. Each stockholder will be
entitled to bring one guest to the Annual Meeting. An individual
arriving without picture identification will not be admitted
unless it can be verified that the individual is a NaviSite
stockholder. Cameras, cellular phones, recording equipment and
other electronic devices will not be permitted at the Annual
Meeting. NaviSite reserves the right to inspect any persons or
items prior to their admission to the Annual Meeting.

Only stockholders of record as of the close of business on
October 29, 2003 are entitled to notice of, and to vote at, the
Annual Meeting. All stockholders are cordially invited to attend
the meeting.

Navisite Inc.'s July 31, 2003 balance sheet shows that its total
current liabilities outweighed its total current assets by about
$15 million.

Founded in 1997, NaviSite, Inc, (Nasdaq SC: NAVI) is a leading
provider of application, messaging and infrastructure management
services for more than 800 customers consisting of mid-market
enterprises, divisions of large multinational companies, and
government agencies. For more information, visit
http://www.navisite.com

                         *     *     *

In its annual report for the year ended July 31, 2003 on Form
10-K, Navisite reported:

"The audit report on our fiscal year 2003 consolidated financial
statements from KPMG LLP, our independent auditors, contains an
explanatory paragraph that states that our recurring losses since
inception and accumulated deficit, as well as other factors, raise
substantial doubt about our ability to continue as a going
concern. During fiscal year 2003 and thereafter, we have undergone
a significant transition, including all of the acquisitions
discussed above and a balance sheet restructuring, to position
ourselves among the leaders in the hosting and managed application
services market. While we cannot assure you that we will continue
as a going concern, as part of our transition efforts, we believe
that we have developed and are implementing an operational plan
that will bring costs more in line with projected revenue growth."


NEW WORLD RESTAURANT: Sept. Net Capital Deficit Narrows to $69MM
----------------------------------------------------------------
New World Restaurant Group, Inc, (Pink Sheets: NWRG.PK) announced
unaudited financial results for the third quarter and first nine
months of 2003.  This year's third quarter was highlighted by the
completion of the company's equity restructuring, the refinancing
of its debt, the appointment of a new executive management team,
and a reorganization of its board of directors.

Total revenues decreased 5.5% to $93.2 million during the three
months ended September 30, 2003, from $98.7 million in the
comparable period in 2002. Operating loss for the quarter declined
to $2.2 million from $5.8 million a year earlier.  New World
reported a net loss of $34.2 million, or $13.55 per share, for the
third quarter of 2003, after including a one-time, non-cash loss
of $23.0 million on the exchange of Series F Preferred Shares in
connection with the company's equity restructuring.  In 2002's
third quarter, New World recorded a net loss of $9.5 million.  
After deducting dividends and accretion on preferred stock, both
of which are non-cash charges, the net loss available to common
shareholders was $16.5 million, or $11.47 per share, in the 2002
quarter.  The equity restructuring, which was completed on
September 30, 2003, eliminated the dividend requirement on
preferred stock on a going forward basis.

For the nine months ended September 30, 2003, total revenues
declined 3.9% to $286.2 million from $297.9 million in the
comparable 2002 period. The loss from operations was $4.8 million
in both the 2003 and 2002 periods.  Net loss, which included the
aforementioned $23.0 million one-time loss in the third quarter,
was $55.0 million for the first nine months of 2003, compared with
$37.0 million a year earlier.  After deducting dividends and
accretion on preferred stock of $14.4 million and $20.5 million in
the 2003 and 2002 periods, respectively, the net loss available to
common stockholders was $69.5 million, or $36.87 per share, in the
first nine months of 2003, versus $57.5 million, or $45.12 per
share, a year earlier.

EBITDA (earnings before interest, taxes, depreciation and
amortization, integration/reorganization provisions, other income,
cumulative change in fair value of derivatives, and loss on
exchange of Series F Preferred Stock) decreased during the third
quarter to $4.8 million from $5.7 million in the comparable 2002
period.  For the first nine months, EBITDA was $16.4 million, down
from $21.2 million a year ago. Adjusted EBITDA (which also
excludes certain legal, financing and advisory fees; acquisition
and integration expenses; certain corporate expenses; certain
other charges; and unauthorized bonuses and certain compensation
expense recorded during the first quarter of 2002) was $7.9
million during 2003's third quarter, compared with $9.1 million a
year ago. Nine-month adjusted EBITDA decreased to $24.8 million
from $33.6 million in the 2002 period.

EBITDA is not intended to represent cash flow from operations in
accordance with GAAP and should not be used as an alternative to
net income as an indicator of operating performance or to cash
flow as a measure of liquidity.  Rather, EBITDA is a basis upon
which to assess financial performance.  While EBITDA is frequently
used as a measure of operations and the ability to meet debt
service requirements, it is not necessarily comparable to other
similarly titled measures of other companies due to the potential
inconsistencies in the method of calculation.

Retail sales, primarily from company-owned Einstein Bros and
Noah's New York Bagel locations, decreased during the third
quarter to $87.0 million from $91.4 million a year earlier, due
primarily to a 5% decline in comparable store sales.  For the nine
months, retail sales were $266.3 million, down from $275.9 million
a year earlier, reflecting a 3.2% decrease in comparable store
sales.

At September 30, 2003, the Company's balance sheet shows a working
capital deficit of about $17 million, and a total shareholders'
equity deficit of about $69 million.

"The company's performance in the third quarter was indicative of
a lack of the necessary resources for the core business, as senior
management remained focused on finalizing the capital structure
and ensuring the transaction was completed," said Paul J.B.
Murphy, III, the recently promoted chief executive officer,
director and acting chairman.  "In addition to successfully
completing the year-long effort to restructure equity at the end
of the quarter, in early July we closed on a $160 million offering
of 13% senior secured notes due 2008.  Proceeds from this
important refinancing were used primarily to retire $140 million
in high interest increasing rate notes that had matured in June
2003.  We greatly appreciate the dedicated efforts of our former
chairman and CEO Anthony Wedo, who, among other things, directed
the refinancing and equity restructuring."  Mr. Wedo resigned from
the company on October 2, 2003.

"With these weighty efforts now behind us, a new senior management
team, appointed by the Board of Directors six weeks ago, is
focusing on improvement of top line revenue and to bring these
dollars to the bottom line," Mr. Murphy continued.  "We have
implemented a 90-day action plan to address the immediate
organizational concerns, closely examine all aspects of the
business and create a detailed operating plan for 2004."

At the time of Mr. Murphy's promotion, New World's Board also
promoted chief supply officer Susan Daggett to chief operating
officer.  Concurrently, Rick Dutkiewicz was hired as chief
financial officer.  Additionally, Carol Werner joined the company
as general counsel, bringing over 24 years experience in the legal
profession, including six years as executive vice president and
general counsel of Denver-based Richfield Hospitality Services,
Inc. (formerly AIRCOA).

In addition to these changes on the senior executive team, several
other promotions occurred following the resignations of Chuck
Gibson as chief development officer, Richard Lovely as chief
personnel officer/acting general counsel, and Ed McPherson as
chief marketing officer.  "Chuck, Rich and Ed made significant
contributions to the company during their tenure here," said
Murphy.  "We wish each of them well in their new endeavors."

With the new appointments, New World's corporate management team
has now been centralized in the Golden, Colo. headquarters, with
support centers for the East Coast franchise brands based in
Hamilton, N.J. and the Noah's New York Bagels brand remaining in
Walnut Creek, Calif.

New World also announced that it has scheduled a conference call
for today at 4:30 p.m. (EST).  During the call, Mr. Murphy and Mr.
Dutkiewicz will discuss the company's financial and operating
results for the quarter and nine months ended September 30, 2003,
as well as other developments.  To listen to the call, dial 877-
445-2570 and give the operator the conference ID number, 2409663.
A telephone replay of the call will be available through midnight
on November 25, 2003.  To access the replay, call 800-642-1687 and
give the conference ID number, 2409663.  Investors and media are
also invited to listen to a webcast of the call on the company's
Web site at http://www.newworldrestaurantgroup.com  The replay of  
the call will also be archived on the Web site.

New World is a leading company in the quick casual sandwich
industry, the fastest growing restaurant segment.  The company
operates locations primarily under the Einstein Bros. and Noah's
New York Bagels brands and primarily franchises locations under
the Manhattan Bagel and Chesapeake Bagel Bakery brands.  As of
September 30, 2003, the company's retail system consisted of
464 company-operated locations, as well as 243 franchised, and 33
licensed locations in 33 states.  The company also operates dough
production and coffee roasting facilities.


NEXMED INC: Needs Additional Financing to Fund Business Plan
------------------------------------------------------------
Nexmed, Inc., has an accumulated deficit of $78,594,390 at
September 30, 2003 and while Alprox-TD(R) clinical development
expenses for the year 2003 have been significantly less than in
2002 due to the completion of the two Phase 3 pivotal studies for
Alprox-TD(R) in 2002, the Company still expects to incur
additional losses in 2003. However, the Company expects operating
losses in 2003 to be lower than those incurred in 2002. If the
Company is successful in entering into partnering agreements for
some of its products under development using the NexACT(R)
technology, it anticipates that it will receive milestone
payments, which may offset some of its research and development
expenses. The Company's current cash reserves raise substantial
doubt about the Company's ability to continue as a going concern.

Management anticipates that it will require additional financing,
which it is actively pursuing, to fund operations, including
continued research, development and clinical trials of the
Company's product candidates. Although management continues to
pursue these plans, there is no assurance that the Company will be
successful in obtaining financing on terms acceptable to it. If
additional financing cannot be obtained on reasonable terms,
future operations will need to be scaled back or discontinued.


NEXTEL PARTNERS: Prices Public Offering of 33 Million Shares
------------------------------------------------------------
Nextel Partners, Inc. (Nasdaq:NXTP) announced the pricing of a
public offering of 33 million shares of its Class A common stock
at a price of $10.80 per share. Of that amount, 10 million shares
are newly issued Class A shares offered by Nextel Partners.

The remaining 23 million Class A shares are being offered by DLJ
Merchant Banking Partners II, L.P. and certain of its affiliates,
Madison Dearborn Capital Partners II, L.P. and Motorola, Inc. In
addition, DLJ Merchant Banking Partners II, L.P. and certain of
its affiliates and Madison Dearborn Capital Partners II, L.P. have
granted the underwriters an option to purchase up to an additional
4.95 million Class A shares to cover over-allotments.

Nextel Partners intends to use the proceeds that it receives from
the offering of approximately $104.2 million to redeem
approximately $67.7 million of the outstanding principal amount of
its 12-1/2% senior discount notes due 2009 and for general
corporate purposes. Nextel Partners will not receive any of the
proceeds from the shares offered by the selling stockholders.
Morgan Stanley & Co. Incorporated and J.P. Morgan Securities Inc.,
together with UBS Securities LLC, Wachovia Capital Markets, LLC,
Legg Mason Wood Walker, Incorporated and Thomas Weisel Partners
LLC, are serving as the underwriters for the offering. Morgan
Stanley will serve as the bookrunner for the offering. The
offering is scheduled to close on November 19, 2003.

The securities may not be sold nor may offers to buy be accepted
prior to the time that the prospectus is final. Copies of the
prospectus can be obtained from the Prospectus Department of
Morgan Stanley & Co. Incorporated (1585 Broadway, New York, NY
10036, phone 212-761-6775), or from Nextel Partners (4500 Carillon
Point, Kirkland, WA, fax 425-576-3650).

Nextel Partners, Inc., (Nasdaq:NXTP) -- whose September 30, 2003
balance sheet shows a total shareholders' equity deficit of about
$95 million -- based in Kirkland, Wash., has the exclusive right
to provide digital wireless communications services using the
Nextel brand name in 31 states where approximately 53 million
people reside. Nextel Partners offers its customers the same fully
integrated, digital wireless communications services available
from Nextel Communications (Nextel) including digital cellular,
text and numeric messaging, wireless Internet access and Nextel
Direct Connect(R) digital walkie-talkie, all in a single wireless
phone. Nextel Partners customers can seamlessly access these
services anywhere on Nextel's or Nextel Partners' all-digital
wireless network, which currently covers 293 of the top 300 U.S.
markets. To learn more about Nextel Partners, visit
http://www.nextelpartners.com To learn more about Nextel's  
services, visit http://www.nextel.com  


NRG ENERGY: Court Okays ICF Resources for Consulting Services
-------------------------------------------------------------
Pursuant to Section 327(a) of the Bankruptcy Code, the NRG Energy
Debtors sought and obtained the Court's authority to employ ICF
Resources, Inc., nunc pro tunc to May 14, 2003, to perform any
and all consulting services that are necessary or appropriate in
connection with their Chapter 11 cases.

According to Edward O. Sassower, Esq., at Kirkland & Ellis, in
New York, the Court entered an Ordinary Course Professionals
Order, which authorizes the retention of ICF Resources, Inc., as
an ordinary course professional subject to certain limitations on
compensation.  In particular, the OCP Order provides that if any
fees and disbursements of any ordinary Course Professional exceed
a total of $50,000 per month, then the payment to the Ordinary
Course Professional for the excess will be subject to the Court's
approval.  Since the Petition Date, ICF Resources has billed an
average of $75,000 per month.

As consultants, ICF Resources will:

   (1) consult the Debtors with respect to the state of the U.S.
       power generation sector in general and the eastern U.S.
       markets in particular;

   (2) provide the Debtors with power price, environmental
       allowance market, and natural gas and coal market
       forecasting;

   (3) provide the Debtors with integrated analysis of electric,
       transmission and fuel markets, focusing on the markets'
       impact on the Debtors' generation assets;

   (4) assist the Debtors in valuing their businesses; and
       
   (5) provide the Debtors with wholesale power, valuation and
       bankruptcy testimony.

ICF Resources is familiar with the Debtors' energy business and
the energy markets within which the Debtors compete.  Since the
Petition Date, ICF resources has assisted the Debtors in their
valuation of NRG Northeast Generating LLC and other Debtor
entities and has provided supporting power price forecasts and
energy market analyses.  In this regard, ICF Resources has
conducted extensive due diligence of the Debtors, including the
Debtors' power generation businesses, corporate history, debt
structure, business operations and transactions with related
entities.  Through these activities, ICF Resources has developed
relevant and valuable experience, expertise and knowledge
relating to the Debtors' power generation businesses. Accordingly,
ICF Resources will be able to provide effective and efficient
services in the Debtors' Chapter 11 cases.

Shanthi Muthiah, Director of ICF Resources, tells the Court that
ICF Resources' officers and consultants do not hold or represent
an interest adverse to the Debtors' estates that would impair its
ability to objectively perform professional services for the
Debtors.  Thus, ICF Resources is a "disinterested person" as that
phrase is defined in Section 101(14) of the Bankruptcy Code.

ICF Resources will charge for its services on an hourly basis in
accordance with its ordinary and customary hourly rates in effect
on the date the services are rendered.  The current hourly rates
charged by ICF Resources for professionals employed in its
offices are:

   Officers          $345 - 435
   Consultants        110 - 290

These rates are subject to periodic adjustment for normal rate
increases.  ICF Resources will also seek reimbursement for
necessary expenses incurred. (NRG Energy Bankruptcy News, Issue
No. 13; Bankruptcy Creditors' Service, Inc., 215/945-7000)


OAKWOOD HOMES: Court to Consider Consolidated Plan on Nov. 26
-------------------------------------------------------------
On October 3, 2003, the U.S. Bankruptcy Court for the District of
Delaware ruled on the adequacy of the Disclosure Statement
prepared by Oakwood Homes Corporation and its debtor-affiliates to
explain their Revised First Amended Joint Consolidated Plan.  
Pursuant to Section 1125 of the Bankruptcy Code, the Court found
that the Disclosure Statement contained the right kind and amount
of information to enable creditors to make informed decisions
whether to accept or reject the Debtors' Plan.  

The Plan is now in creditors' hands and they are making those
decisions. All ballots must be returned to the Balloting Agent,
Bankruptcy Services LLC, before 4:00 p.m. tomorrow.

The Honorable Peter J. Walsh will convene a hearing to consider
confirmation of the Debtors' Plan on Nov. 26, 2003, at 10:30 a.m.
Eastern Time or as soon thereafter as Counsel can be heard.

Oakwood Homes Corporation and its subsidiaries are engaged in
the production, sale, financing and insuring of manufactured
housing throughout the U.S.  The Debtors filed for chapter 11
protection on November 15, 2002 (Bankr. Del. Case No. 02-13396).
Robert J. Dehney, Esq., Derek C. Abbott, Esq., at Morris, Nichols,
Arsht & Tunnell and C. Richard Rayburn, Esq., and Alfred F.
Durham, Esq., at Rayburn Cooper & Durham, P.A., represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $842,085,000 in total
assets and $705,441,000 in total debts.


PACIFIC GAS: Settlement Plan Confirmation Trial Is Underway
-----------------------------------------------------------
The confirmation hearing on Pacific Gas and Electric Company's
Settlement Plan began before Judge Montali on Monday, November 10,
2003.  

The Debtors will present their case that the Plan should be
confirmed because the Plan complies with each of the 13 standards
laid out in 11 U.S.C. Sec. 1129:

      (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) all rate changes provided for in the Plan for
          which a governmental regulatory commission will have
          jurisdiction have been approved by that tribunal;

      (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 that will be altered under the Plan.

Trial briefs in opposition to the Settlement Plan were filed by,
among others:

     * the State of California,
     * the City and County of San Francisco, and
     * various municipalities.

Among other arguments, the State of California and the City and
County of San Francisco reassert the argument made by the State
of California in its summary judgment motion; namely, that the
Settlement Plan's proposed release and discharge provisions are
overbroad and are intended to improperly release claims held by
third parties against PG&E Corporation.

Judge Montali has schedules a number of confirmation trial dates
during November and December 2003.  The latest of these dates is
December 18, 2003.  (Pacific Gas Bankruptcy News, Issue No. 65;
Bankruptcy Creditors' Service, Inc., 215/945-7000)    


PACIFICARE: Fitch Revises Low-B Level Rating Outlook to Positive
----------------------------------------------------------------
Fitch Ratings revised the Rating Outlook for PacifiCare Health
Systems Inc. to Positive from Stable. The rating action affects
approximately $800 million of debt outstanding.

The revised outlook reflects the potential improvement in
PacifiCare's capital structure due to the proposed debt reduction
in conjunction with the progress the company has made to improve
overall profitability and statutory capital levels in 2003. Fitch
believes that the potential for an upgrade of PacifiCare's debt
ratings will be tied to the company's ability to sustain recent
improvement in profitability, particularly in the commercial book
of business, and further strengthen the statutory capital levels.
In addition, Fitch is closely monitoring legislative efforts to
pass a Medicare reform bill, which could lead to an improvement in
funding for PacifiCare's sizable Medicare+Choice business.

                       Rating Actions

PacifiCare Health Systems, Inc.

     -- 3.0% Convertible Subordinated debentures 'B+'/ Positive;
     -- 10.75% Senior Unsec Notes due 2009 'BB-' / Positive;
     -- 7.0% Senior notes due 2003 'BB'/Positive;
     -- Bank Loan rating 'BB'/Positive;
     -- Long-term rating 'BB'/Positive.


PERRY ELLIS: Will Webcast Third-Quarter Conference Call Thursday
----------------------------------------------------------------
Perry Ellis International, Inc. (Nasdaq:PERY) announced that the
Company's conference call to review the third quarter financial
results will be broadcast live over the Internet. The call will be
held on Thursday, November 20, 2003 at 11:00 a.m. Eastern Time,
and will be hosted by George Feldenkreis, Chairman and Chief
Executive Officer, Oscar Feldenkreis, President and Chief
Operating Officer and Timothy B. Page, Chief Financial Officer.

To access the broadcast, please visit
http://www.pery.com/investor.htm A replay of the broadcast will  
be available within one hour of the call.

Perry Ellis International, Inc. (S&P, B+ Corporate Credit Rating,
Stable) is a leading designer, distributor and licensor of a broad
line of high quality men's sportswear, including causal and dress
casual shirts, golf sportswear, sweaters, dress casual pants and
shorts, jeans wear, active wear and men's and women's swimwear to
all major levels of retail distribution. The company's portfolio
of brands includes 18 of the leading names in fashion such as
Perry Ellis(R), Jantzen(R), Munsingwear(R), John Henry(R), Grand
Slam(R), Natural Issue(R), Penguin Sport(R), the Havanera Co.(TM),
Axis(R), and Tricots St. Raphael(R). The Company licenses the
Nike(R), Tommy Hilfiger(R), PING(R), Ocean Pacific(R) and
NAUTICA(R) brands. Additional information on PEI is available at
http://www.perryelliscorporate.com


PG&E NATIONAL: Committee Hires Huron Consulting for Fin'l Advice
----------------------------------------------------------------
Agnes L. Levy, chairperson of the Official Committee of Unsecured
Creditors National Energy and Gas Transmission Inc., relates that
the Committee selected Huron Consulting Group LLC to serve as its
financial advisor.  Ms. Levy explains that Huron Consulting is a
national consulting firm of more than 450 employees with offices
in Boston, Charlotte, Chicago, Houston, Miami, New York, San
Francisco, and Washington, D.C.  Huron Consulting has a broad
interdisciplinary practice, which includes corporate
reorganization, debtors' and creditors' rights, valuation
services, operations and transactions in the energy industry,
forensic accounting, investigation and litigation support,
corporate finance, along with broad expertise in the energy
industry ranging from asset and company valuation and disposition
to strategic and operational consulting.  Therefore, Huron
Consulting is qualified to serve the NEG Creditors Committee.

According to Ms. Levy, Huron Consulting will:

   (a) support, provide analysis and advice to the NEG Creditors
       Committee, its counsel and any other professionals that
       the Committee may retain with respect to NEG's:

       -- financial affairs, trading activities, working capital
          requirements and EBITDA forecasts; and

       -- intercompany activities, value transfers, cash
          management, and valuation;

   (b) provide analysis of NEG's operations and assets under
       various scenarios;

   (c) review, provide analysis and participate in negotiations
       regarding NEG's reorganization plan and any plans that may
       be subsequently proposed that may affect the NEG Creditors
       Committee's constituents; and

   (d) support the NEG Creditors Committee in its negotiations
       with NEG and other NEG creditors, in an effort to maximize
       recoveries for the Committee's constituents in the
       successful conclusion of NEG's bankruptcy proceedings.

Huron Consulting will be compensated for its legal services on an
hourly basis in accordance with its ordinary and customary hourly
rates.  Subject to periodic adjustments, the current hourly rates
charged by Huron Consulting for its professionals are:

     Managing Directors                         $600
     Directors                                   450
     Managers                                    350
     Associates and Analysts                     175 - 250

Huron Consulting managing director, Bennett S. Gross, Esq.,
attests that the firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.  Mr. Gross states that
Huron Consulting has no connection with NEG, its creditors or
other parties-in-interest in NEG's cases.

Accordingly, the Court authorizes the NEG Creditors Committee to
retain Huron Group as its financial advisor, nunc pro tunc to
August 6, 2003. (PG&E National Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 215/945-7000)    


POLYPHALT INC: Completes Sale of Manufacturing Business to IKO
--------------------------------------------------------------
Polyphalt Inc., and its subsidiary GH Real Estate Inc., have
completed an asset purchase agreement to sell its manufacturing
business and its subsidiary's real estate holdings to IKO
Industries Ltd.

All of the conditions required to convey the Company's assets to
the Buyer pursuant to the purchase agreement dated September 25,
2003 between the Company, GHR and the Buyer and the court order
issued by the Ontario Superior Court of Justice on October 24,
2003 approving the sale of assets, were satisfied or waived.

                        *   *   *

As previously reported, Polyphalt Inc., obtained a 45-day
extension of the time period to file its proposal to its creditors
pursuant to the Bankruptcy and Insolvency Act. This also extends
the Company's protection from its creditors in order to permit the
Company to continue its restructuring process. The extension will
provide the Company with protection from its creditors until
December 10, 2003 (subject to further extension with court
approval) while it considers its restructuring alternatives.


PORTA SYSTEMS: Incurs Negative Cash Flow in September Quarter
-------------------------------------------------------------
Porta Systems Corp. (OTC.BB:PYTM) reported operating income for
the quarter ended September 30, 2003 of $104,000 compared to an
operating loss of $404,000 for the quarter ended September 30,
2002. Overall, the Company recorded a net loss of $214,000, $0.02
per share (basic and diluted) versus a net loss of $696,000, $0.07
per share (basic and diluted), for the quarters ended September
30, 2003 and 2002, respectively.

The Company reported an operating loss for the nine months ended
September 30, 2003 of $1,993,000 compared to an operating loss of
$3,225,000 for the nine months ended September 30, 2002. The
Company recorded an overall net loss of $ 2,681,000, $0.27 per
share (basic and diluted) versus a net loss of $4,221,000, $0.42
per share (basic and diluted) for the nine months ended
September 30, 2003 and 2002, respectively.

Sales for all units were $5,787,000 for the quarter ended
September 30, 2003 versus $5,093,000 for the quarter ended
September 30, 2002, an increase of approximately $694,000 (14%).
The improvement in the third quarter of 2003 over the third
quarter of 2002 resulted solely from a 28% increase in Copper
Connection/Protection sales, which increased to $3,712,000 versus
$2,894,000 for the third quarter of 2002. This increase reflects
significant increased sales to customers in the United Kingdom.
Signal Processing sales for the quarter ended September 30, 2003
were virtually flat at $952,000 versus $956,000 for the quarter
ended September 30, 2002. OSS sales were $860,000 for the quarter
ended September 30, 2003 versus $1,004,000 for the quarter ended
September 30, 2002, a decrease of $144,000 (14%). The decreased
OSS sales during the quarter resulted from lower levels of
contract completion compared to the similar period of the prior
year and from our inability to secure new OSS orders.

Sales for all units were $14,125,000 for the nine months ended
September 30, 2003 versus $16,329,000 for the nine months ended
September 30, 2002, a decrease of approximately $2,204,000 (13%).
Copper Connection/Protection sales for the nine months ended
September 30, 2003 were $7,944,000 versus $7,126,000 for the nine
months ended September 30, 2002, an increase of $818,000 (11%).
The increase for the quarter reflects significant increased sales
to customers in the United Kingdom which were offset by lower
levels of sales in our other two business units.

Signal Processing sales for the nine months ended September 30,
2003 were $3,023,000 versus $3,368,000 for the nine months ended
September 30, 2002, a decrease of $345,000 (10%). This decrease in
Signal sales for the nine months resulted from a shortage of
materials due to our financial difficulties. OSS sales were
$2,450,000 for the nine months ended September 30, 2003 versus
$5,240,000 for the nine months ended September 30, 2002, a
decrease of approximately $2,790,000 (53%). The decreased OSS
sales during the quarter resulted from lower levels of contract
completion compared to the similar period of the prior year and by
our inability to secure new OSS orders.

Gross margin for all business units, for the nine months ended
September 30, 2003, was 29% compared to 31% for the nine months
ended September 30, 2002. Gross margin for all business units, for
the quarter ended September 30, 2003, was 36% compared to 40% for
the quarter ended September 30, 2002. Copper Connection/Protection
margins rose during the quarter and nine months ended
September 30, 2003, as compared to 2002, due to increased revenue,
as noted above, which enabled us to better absorb manufacturing
overhead. These gains were offset by lower margins from the OSS
business unit during the three and nine months ended September 30,
2003 as compared to 2002, resulting in part from the
underabsorption of fixed expenses of this business unit due to the
low revenue levels. The Signal margins also increased, primarily
from the better absorption of overhead.

Operating expenses for the quarter and nine months ended
September 30, 2003 decreased by $474,000 (20%) and by $2,134,000
(26%), respectively, when compared to last year's quarter and nine
months. The decreases, for the quarter and the nine months, were
due to reduced personnel and consulting services and commissions
reflecting our current level of business. The nine months of 2002
included a charge for a goodwill impairment loss of $800,000.

Interest expense decreased for the nine months by $548,000 (37%)
from $1,488,000 in 2002 to $940,000 in 2003. This reduction is
attributable to our agreement with our senior lender, which
provides that the old loan in the principal amount of
approximately $23,000,000 bears no interest from March 1, 2002
until such time as the lender, in its sole discretion, resumes
interest charges. The senior lender has not resumed interest
charges.

The Company's Copper Connection/Protection business unit operated
profitably during the quarter and nine months of 2003, with
operating income of $821,000 and $806,000 for the quarter and nine
months, respectively. The Signal Processing unit operated
profitably during the quarter and nine months of 2003, with
operating income of $255,000 and $814,000, respectively. The OSS
unit incurred operating losses of $315,000 and $1,648,000 for the
quarter and nine months of 2003, respectively.

For the nine months ended September 30, 2003, the Company recorded
a tax benefit for settling an outstanding tax obligation of
$274,000 of one of its subsidiaries for $30,000. As of
September 30, 2003, the Company's debt includes $25,303,000 of
senior debt, which was extended to January 15, 2004. If the senior
lender does not extend the maturity date of the Company's
obligations past January 15, 2004, and demands payment of all or a
significant portion of the debt, it may be necessary for the
Company to seek protection under Bankruptcy Code. The Company's
financial condition and stock price effectively preclude it from
raising funds through the issuance of debt or equity securities.

The Company has no source of funds other than operations, and the
current cash flow is negative. The Company also does not have any
prospects of obtaining an alternate senior lender to replace its
present lender. The Company has been seeking to raise funds from
the sale of one or more of its divisions and was recently engaged
in negotiations with respect to the potential sale of assets of
one of its divisions. These negotiations have been terminated.
Furthermore, past negotiations with respect to the sale of the
Company's divisions have also not resulted in agreements.

Porta Systems Corp. designs, manufactures, markets and supports
communication equipment used in telecommunications, video and data
networks worldwide.


PROTECTION ONE: Westar Energy Shopping its Equity Stake
-------------------------------------------------------
Protection One, Inc. (NYSE: POI), one of the leading monitored
security services companies in the United States, has filed its
Form 10-Q for its third fiscal quarter ending September 30, 2003,
with the Securities and Exchange Commission. The 10-Q is available
on the SEC's web site or on the investors section of the Company's
web site at http://www.ProtectionOne.com

Protection One provides monitoring and related security services
to more than one million residential and commercial customers in
North America and is a leading security provider to the
multifamily housing market through Network Multifamily.  For more
information about Protection One, visit
http://www.ProtectionOne.com

Protection One, Inc., a Delaware corporation, is a publicly traded
security alarm monitoring company.  Protection One is principally
engaged in the business of providing security alarm monitoring
services, which include sales, installation and related servicing
of security alarm systems for residential and business customers.
Westar Industries, Inc., a wholly owned subsidiary of Westar
Energy, Inc., owns approximately 88% of the Company's common
stock.  Westar Energy is a public electric utility and is
regulated by the Kansas Corporation Commission.  Westar Energy is
also the Company's principal source for external capital needed to
operate its business through a credit facility and through
payments made under a tax sharing agreement.  Westar Energy has
filed a plan with the KCC in response to an order issued by the
KCC to restructure and reduce debt.  In that plan, Westar Energy
announced its intention to sell its investment in the Company.  
Westar Energy, as part of exploring its strategic alternatives for
the Company, engaged an investment banker to conduct a private
auction process to sell Westar Energy's interest in the Company,
which Westar Energy desires to sell as part of a sale of the
entire Company (including the public shares).  In October 2003,
Westar Energy advised the Board of Directors of the Company that
Westar Energy was considering possible bids which would involve
only the sale of the Company's common stock held by Westar
Industries and of the debt owed to Westar Industries under the
Westar Credit Facility (or only the sale of Westar Industries by
Westar Energy).  The orders entered by the KCC regarding Westar
Energy  and Westar Energy's consummation of its plan to sell its
ownership interest in us could have a material adverse effect upon
the Company's liquidity.

If Westar Energy and Westar Industries were to no longer
collectively own, directly or indirectly, more than 50% of the
voting control of the Company, then there will be a default under
the Westar Credit Facility.  Should such a default exist, the
Company will no longer have the right to borrow under the Westar
Credit Facility and the lender(s) can declare the entire unpaid
balance of the obligations under the facility immediately due and
payable, terminate the commitment to extend credit and take other
actions adverse to the Company.  Acceleration of the Westar Credit
Facility would in turn constitute a default under the indentures
which govern our debt securities and allow the trustees or our
bondholders to also accelerate this indebtedness or take other
actions adverse to the Company.  Westar Energy's sale of its
interests in the Company by selling Westar Industries, would not
by itself constitute a default under the Westar Credit Facility as
long as Westar Industries continued to own at least 50% of the
voting control of the Company.  Apart from whether or not a
default occurs under the Westar Credit Facility, the indentures
governing all of the Company's debt securities require that,
following a change in control (such as would occur if Westar
Energy completes the sale of its investment in the Company, or a
sale of its investment in Westar Industries), the Company must
offer to repurchase the debt securities in certain circumstances.  
The 13-5/8 % senior subordinated discount notes require the
Company to make a repurchase offer at approximately 101% of the
principal amount, plus interest in the event of a change in
control.  The 7-3/8% senior notes and 8-1/8% senior subordinated
notes require the Company to make a repurchase offer at 101% of
the principal amount, plus interest, in the event of a change in
control coupled with two ratings downgrades that were to occur
after the date the Company announced an intent to pursue a
transaction that would result in a change in control. The
Company's management believes that, given the liquidity concerns
resulting from such an event, a two ratings downgrade is likely.  
The Company lacks the funds to repay the Westar Credit Facility.  
The Company also lacks the funds to repurchase its debt
securities.  Furthermore, management does not believe that
alternative financing could be arranged to pay these debts unless
a new majority owner of the Company were to make a substantial
equity investment in the Company or otherwise provide substantial
credit support to the Company.  The Company is not in any
discussions with any investors with respect to such equity
investment or credit support.  Thus, if the Westar Credit Facility
and/or the notes become due or are accelerated, such events would
have a material adverse effect on the Company's liquidity and
financial position.  In addition, upon Westar Energy's sale of the
Company's common stock, the Company will lose its right to receive
reimbursements of future tax losses under the tax sharing
agreement (see note 8) with Westar Energy.  If not replaced with
an alternative source of liquidity, the loss of the tax sharing
agreement would have a material adverse effect on the Company's
liquidity and financial position.  The Company's Board of
Directors authorized management of the Company to explore whether
the Company could retire the Westar Credit Facility absent a
refinancing of it.  Management developed such a plan and presented
it to both Westar Energy and the Company's Board of Directors.

The Company's strategy is to improve returns on invested capital
by realizing economies of scale from increasing customer density
in the largest urban markets in North America.  The Company plans
to accomplish this goal by: (i) retaining its customers by
providing quality customer service from its monitoring facilities
and its branches; and (ii) using its national presence, strategic
alliances and strong local operations to persuade the most
desirable residential and commercial prospects to enter into long
term agreements with the Company on terms that permit it to
achieve appropriate returns on capital.

The Company has reported annual losses since its inception and
Westar Energy has announced that it intends to sell its investment
in Company stock.  Additionally, the Company's current primary
financing source is through a credit facility with Westar Energy
and credit available under such facility has been reduced.  
Payments made to the Company by Westar Energy under the tax
sharing agreement are another important source of liquidity to the
Company.  Management of the Company has evaluated these conditions
and events in establishing its operating plans for the Company.  
In addition to the plans and strategies noted in the paragraph
above, management plans to carefully monitor the level of
investment in new customer accounts, continue control of operating
expenses, curtail other capital expenditures, if necessary, and if
the Company is not sold, resume efforts to extend or replace the
credit facility upon its maturity in January 2005.  If Westar
Energy does not sell its ownership interest in the Company,
management believes that the funds provided from operations and
from the Westar Credit Facility, coupled with receipts under the
tax sharing agreement, will be sufficient throughout 2004.  If
Westar Energy sells its ownership interest in the Company,
management does not believe there will be sufficient funds from
operations to continue as a going concern without a significant
equity contribution or credit support from the new majority
owner(s).

The Company reported in its Form 10-Q:

"We have reported annual losses since our inception and Westar
Energy has announced that it intends to sell its investment in us.  
Additionally, our current primary financing source is through a
credit facility with Westar Energy and credit available under such
facility has been limited. Payments made to us by Westar Energy
are another important source of liquidity for us under the tax
sharing agreement. We have evaluated these conditions and events
in establishing our operating plans.  In addition, we plan to
carefully monitor the level of investment in new customer
accounts, continue control of operating expenses, curtail other
capital expenditures, if necessary, and if we are not sold, resume
efforts to extend or replace the credit facility upon its maturity
in January 2005. Management believes, assuming that there is not a
transfer in ownership of the shares of Protection One, Inc.'s
capital stock owned by Westar Industries or some other form of
change of ownership which results in Westar no longer owning,
directly or indirectly more that 80% of the voting control of us,
that the funds provided from operations and from the Westar Credit
Facility, coupled with receipts under the tax sharing agreement,
would be sufficient to fund operations throughout 2004.  However,
Westar Energy has announced its intention to sell its interest in
us.  Completion of a sale by Westar Energy could have a material
adverse effect upon our financial position and liquidity and we
may need to restructure our indebtedness in an out-of-court
proceeding and/or to seek the protection of the federal bankruptcy
laws to reorganize.

"Westar Energy, as part of exploring its strategic alternatives
for the Company, engaged an investment banker to conduct a private
auction process to sell Westar Energy's interest in us, which
Westar Energy desired to sell as part of a sale of the entire
company (including the public shares).  The Special Committee
authorized and we entered into a letter agreement with Westar
Energy pursuant to which we agreed to provide confidential
information to prospective bidders who executed confidentiality
agreements.  In exchange, Westar Energy agreed to inform us of the
names of bidders and to provide to us copies (omitting the
bidders' names) of any written summaries or presentations of bids
that were made to Westar Energy's board of directors involving a
minority shares transaction.  As part of the letter agreement,
Westar Energy also agreed to give us advance notice of any bid
involving a minority shares transaction prior to Westar Energy's
execution of a term sheet or definitive agreement or the approval
of such a transaction by Westar Energy's board of directors.  As
of the date hereof, we have not received any notification or
copies of any such materials, whether required by the letter
agreement or otherwise, from Westar Energy.  In October 2003,
Westar Energy advised our Board of Directors that Westar Energy
was considering possible bids which would involve only the sale of
our common stock held by Westar Industries and of the debt owed to
Westar Industries under the Westar Credit Facility (or only the
sale of Westar Industries by Westar Energy).  In addition, Westar
Energy informed us at that time that the aggregate consideration
in these bids for both our common stock held by Westar Industries
and the debt owed to Westar Industries was less than the
outstanding principal amount of our debt owed to Westar Industries
under the Westar Credit Facility.  Westar Energy in its Form 10-Q
for the quarterly period ended September 30, 2003 reduced its
estimated net realizable proceeds from a sale of its interests in
us based on the ranges of value received from multiple potential
buyers and announced that there is a substantial risk that, in
connection with a sale of its interest in us, that Westar Energy
may not recover the full outstanding balance of the Westar Credit
Facility.

"If the Westar controlling interest is acquired by one of these
bidders, management believes the new majority owner may seek to
restructure our debts.  We are not a party to negotiations between
Westar Energy and the bidders, although Westar Energy has provided
us from time to time with general information about the auction
process and its status and results including among other matters
the names of the bidders and general information regarding ranges
of the bidders valuations of the Company.  The Special Committee
requested in October, 2003 that Westar Energy provide it with
detailed information regarding the bidders and their final bids
and other detailed information.  Westar Energy declined to provide
the requested detailed information stating that it was
confidential and proprietary to Westar Energy and the bidders and
that certain of the requested information was not available to
Westar Energy.  As of the date hereof, we do not know (i) whether
the information provided to us in October 2003 about the bids then
being considered continues to be an accurate current description
of those bids, or (ii) whether Westar Energy will sell its
interests in us to any of those bidders or to some other person,
nor do we know the price or other terms upon which Westar Energy
may sell its interests in us.  We cannot provide any assurances
that we will have any information relating to these matters prior
to Westar Energy publicly disclosing such matters to its
securities holders. Other than as described above, we cannot
predict the impact on us, our stockholders or our creditors of any
of these actions by Westar Energy or the disclosure by Westar
Energy of its actions relating to these matters.  We cannot
provide any assurances regarding what actions a new majority owner
of the Company (or a new owner of Westar Industries) may cause us
to take, including whether a new majority owner would (a) invest
sufficient equity capital or provide credit support to meet our
liquidity needs, (b) cause us to seek to restructure our debts,
(c) cause us to seek to reorganize under the federal bankruptcy
laws which may involve the possible elimination or cancellation of
the current common stock of the Company with little or no value
being given to the current stockholders of the Company, and/or (d)
cause Westar Industries to transfer its shares of Company common
stock to itself or to another entity resulting in a default under
the Westar Credit Facility.  We do not intend to issue any public
announcements regarding Westar Energy's potential sale of its
interests in us or to otherwise update the foregoing description
for subsequent events regarding its potential sale of our
interests or information it provides to us regarding its potential
sale of our interest until either a public announcement by Westar
Energy of a transaction or the date of filing of our next
quarterly report.  Stockholders and other security holders or
buyers of our securities or the Company's other creditors should
not assume that material events subsequent to the date of this
Form 10-Q have not occurred.


QT 5 INC: Liquidity Issues Raise Going Concern Uncertainty
----------------------------------------------------------
On April 7, 2002, QT 5 Inc. entered into an Agreement for the
Assignment of Patent Rights to U.S. Patent No. 6,268,386 relating
to the formulation of nicotine beverages.  The Agreement was
effective only upon the execution and delivery of the assignment
of patent.  The assignment of patent was executed and delivered on
June 26, 2002.  The Company's first nicotine water-based product
is NICOWater(TM).  In acquiring the patent, the Company re-
allocated its resources from focusing on the licensing and joint
developing  of medical testing devices and other pharmaceutical
products to successfully launching its nicotine product line.  In
May 2003, the Company commenced shipping  NICOWater(TM), its  
water-based homeopathic nicotinum (nicotine) product, designed to
relieve the symptoms of tobacco cravings.

QT 5 Inc.'s unaudited condensed consolidated financial statements
have been prepared in conformity with accounting principles
generally accepted in the United States of America,  which
contemplate continuation of the Company as a going concern.  The
Company incurred a net loss of $1,994,603 and only had $145,467 of
revenue during the three months ended September 30, 2003, and had
a cash balance of $33,528 at September 30, 2003.  In addition, the
Company had an accumulated deficit of $12,180,379 and negative
working capital of $622,705 and is  involved in a legal dispute
relating to its patent rights for its only revenue-generating  
product at September 30, 2003.

Management recognizes that the Company must generate additional
resources for the eventual achievement of sustained profitable
operations.  The Company's success is dependent upon numerous
items, including the successful development of effective marketing
strategies to customers in a competitive market coupled with
faster service and a variety of options, and the successful
outcome of the legal dispute.  The Company's new product line
entered the market in May 2003 and management believes that this
product will have a significant effect on future profitability.  
In August 2003, management successfully obtained additional
capital  through a $2 million sale and issuance of 6% convertible
debentures, from which the Company  received initial gross
proceeds of $1 million and an additional $200,000 advance against
the second $1 million, the balance of which is scheduled to be
paid following the effective date of a registration statement
(which was filed with the Securities and Exchange Commission on  
October 2, 2003) covering the common stock underlying the
debentures and related warrants.  The Company is in the final
stage of negotiations for an accounts receivable financing  
facility.   However, no assurance can be given that an accounts
receivable financing and the balance of the convertible debenture
funding will be consummated as contemplated or will generate
sufficient cash to satisfy the Company's need for additional
capital or that other  debt or equity financing will be available
to the Company on satisfactory terms.

These factors, among others, raise substantial doubt about the
Company's ability to continue  as a going concern.  


QWEST COMMS: Look for Third-Quarter 2003 Results Tomorrow
---------------------------------------------------------
Qwest Communications International, Inc. (NYSE: Q) will release
third quarter 2003 results on Wednesday, November 19, 2003, at
approximately 7:00 a.m. EST.

Qwest will host an interactive conference call featuring Richard
C. Notebaert, chairman and CEO and Oren G. Shaffer, vice chairman
and CFO to discuss Qwest's third quarter earnings on November 19,
2003, at 9:00 a.m. EST.

You may access a webcast (live and replay) of the call at
http://www.qwest.com/about/investor/meetings

Qwest Communications International Inc. (NYSE: Q) -- whose
December 31, 2002 balance sheet shows a total shareholders' equity
deficit of about $1 billion -- is a leading provider of voice,
video and data services to more than 25 million customers. The
company's 47,000 employees are committed to the "Spirit of
Service" and providing world-class services that exceed customers'
expectations for quality, value and reliability. For more
information, please visit the Qwest Web site at
http://www.qwest.com  


RADIO UNICA: Innisfree Appointed as Solicitation Agent
------------------------------------------------------
Radio Unica Communications Corp., and its debtor-affiliates are
seeking permission from the U.S. Bankruptcy Court for the Southern
District of New York to appoint Innisfree M&A Incorporated as
Noticing, Voting and Information Agent

The Debtors report that a majority of the holder of their notes
and stocks hold such securities in "street name" through a bank,
broker or other nominee.  These "street name" holders will require
coordination with numerous banks, brokerages, agents, proxies, or
other nominees. The Debtors believe that the continued assistance
of Innisfree will be necessary to facilitate the dissemination of
notices and other materials to certain of their creditors and
equity security holders.

The Debtors anticipate that Innisfree will:

     a) provide advice to the Debtors and their counsel
        regarding all aspects of the plan vote, including timing
        issues, voting and tabulation procedures, and documents
        needed for the vote;

     b) review the voting portions of the Disclosure Statement
        and ballots, particularly as they may relate to
        beneficial owners holding securities in Street name;

     c) work with the Debtors to request appropriate information
        from the trustee(s) of the bonds, the transfer agents(s)
        of the common stock, and The Depository Trust Company;
     
     d) mail voting and non-voting documents to the registered
        record holders of the bonds, common stock, and other
        parties entitled to receive notice;

     e) coordinate the distribution of voting documents to
        "street name" holders of notes by forwarding the
        appropriate documents to the 15 banks and brokerage
        firms holding the securities, who in turn will forward
        it to beneficial owners for voting;

     f) coordinate the distribution of non-voting documents to
        "street name" holders of Radio Unica's common stock by
        forwarding the appropriate documents to the banks and
        brokerage firms holding the securities (or their agent),
        who in turn will forward it to beneficial owners for
        voting;

     g) distribute copies of the master ballots to the
        appropriate nominees so that firms may cast votes on
        behalf of beneficial owners;

     h) prepare a certificate of service for filing with the
        court;

     i) handle requests for documents from parties-in-interest,
        including brokerage firm and bank back-offices and
        institutional holders;

     j) respond to telephone inquiries from holders regarding
        the disclosure statement and the voting procedures;

     k) if requested to do so, make telephone calls to confirm
        receipt of plan documents and respond to questions about
        the voting procedures;

     l) if requested to do so, assist with any necessary efforts
        to identify beneficial owners of the bonds;

     m) receive and examine all ballots and master ballots cast
        by creditors and security holders;

     n) tabulate all ballots and master ballots received prior
        to the voting deadline in accordance with established
        procedures, and prepare a vote certification for filing
        with the court; and

     o) undertake such other duties as maybe agreed upon by the
        Debtors and Innisfree.

Alan M. Miller, Co-Chairman of Innisfree reports that his firm's
hourly rates range from:

          Co-Chairmen           $400 per hour
          Managing Director     $375 per hour
          Practice Director     $325 per hour
          Director              $275 per hour
          Account Executive     $250 per hour
          Staff Assistant       $175 per hour

Headquartered in Miami, Florida, Radio Unica Communications Corp.,
the only national Spanish-language AM radio network in the U.S.,
broadcasting 24-hours a day, 7-days a week, filed for chapter 11
protection on October 31, 2003 (Bankr. S.D. N.Y. Case No. 03-
16837).  Bennett Scott Silverberg, Esq., and J. Gregory Milmoe,
Esq., at Skadden Arps Slate Meagher & Flom, LLP represent the
Debtors in their restructuring efforts. When the Company filed for
protection from its creditors, it listed $152,731,759 in total
assets and $183,254,159 in total debts.


REDBACK NETWORKS: Nasdaq Panel Asking for Additional Information
----------------------------------------------------------------
Redback Networks Inc. (NASDAQ:RBAKQ), a leading provider of
broadband networking systems, received a notice from NASDAQ's
Listing Qualifications Panel indicating that the filing of
Redback's prepackaged plan of reorganization constitutes
additional grounds, under Marketplace Rule 4450(f), for delisting
Redback's common stock from the NASDAQ National Market.

Redback's common stock is currently subject to possible delisting
as a result of its continued failure to comply with NASDAQ's
minimum bid price rule. The Panel has requested that Redback
provide additional information with regard to its prepackaged plan
of reorganization by November 17, 2003. The Panel will consider
this information in determining whether to continue the listing of
Redback's common stock until its Chapter 11 reorganization is
completed. There can be no assurance the Panel will grant
Redback's request for continued listing. Redback will publicly
announce the Panel's determination promptly following notification
from the Panel.

"The NASDAQ notice is an anticipated step in our efforts to
complete the final stage of our financial reorganization, and we
are happy to cooperate with NASDAQ," said Kevin DeNuccio,
president and CEO of Redback Networks. "Further, we are extremely
pleased with the progress we are making towards closure and the
support we are receiving from customers and partners during this
final phase of restructuring. The confirmation hearing is
currently scheduled for December 19th, and we currently anticipate
that it will be effective before the end of the year."

Redback Networks Inc. enables carriers and service providers to
build profitable next-generation broadband networks. The company's
User Intelligent Networks(TM) product portfolio includes the
industry-leading SMS(TM) family of subscriber management systems,
and the SmartEdge(R) Router and Service Gateway platforms, as well
as a comprehensive User-to-Network operating system software, and
a set of network provisioning and management software.

Founded in 1996 and headquartered in San Jose, Calif., with sales
and technical support centers located worldwide, Redback Networks
maintains a growing and global customer base of more than 500
carriers and service providers, including major local exchange
carriers (LECs), inter-exchange carriers (IXCs), PTTs and service
providers.


REEVES COUNTY, TX: S&P Puts BB Rating on Watch Pending New Pact
---------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its underlying rating
(SPUR) on Reeves County, Texas' taxable additional revenue
certificates of participation to 'BB' from 'BBB+' and placed it on
CreditWatch with developing implications.

The rating has been placed on CreditWatch pending the results of
negotiations between the Federal Bureau of Prisons and Reeves
County related to the intergovernmental agreement.

The provisional status of the rating has also been removed.

"Should the negotiations fail to yield an agreement related to the
use of Phase III and a new per diem rate sufficient for Reeves
County Detention Center's continued positive operations, including
all operations and debt service requirements, the rating will be
lowered further," said Standard & Poor's credit analyst James
Breeding. "The rating could be raised, however, if a new
intergovernmental agreement yielding sufficient coverage of all
operations and debt service of the entire facility is reached."

The downgrade reflects the concerns surrounding the bureau's
policies regarding privatization and intergovernmental agreements;
the county's diminished financial position due to its supplemental
financial support of the facility to date, as well as the
potential challenges of lending support to the facility in the
future; the potential nonuse of Phase I (R1) for a period of at
least one year; and the potential need for funds from Wackenhut
Corrections Corp. to assist with the funding of Phase III's (R3)
debt service requirement.

Reeves County and the bureau are in the process of negotiating a
renewal of the current agreement, which is set to expire on
Jan. 17, 2004. R3 of the detention center has been completed, but
the bureau has not yet begun to use the facility. The county
desires to move inmates to R3 of the detention facility from R1 so
that improvements can be made to the latter.

In 2005, higher per diems and occupancy would be needed since the
loan payment increases by roughly $2 million. One favorable aspect
of the new intergovernmental agreement may be a built-in profit in
the per diem rate allowable under the new federal legislation; the
bureau's ability to enter into longer term contracts may be
another.

The next quarterly debt service payment of roughly $2.55 million
is due on Dec. 1, 2003.

Reeves County has entered into three separate agreements with
Wackenhut, in which Wackenhut will assist in the negotiation of
the new agreement; serve as the facility's management; and provide
funds through Oct. 31, 2004, in the event R3 is not used.

The rating action affects $49.5 million of debt outstanding.


RESIDENTIAL ACCREDIT: Fitch Takes Actions on Series 1996 Notes
--------------------------------------------------------------
Fitch Ratings has upgraded 12 classes and affirmed 24 classes for
the following Residential Accredit Loan mortgage-pass through
certificates:

Residential Accredit Loans, Inc. Mortgage Asset Backed Pass-
Through Certificates, Series 1996-QS4

        -- Class A, R affirmed at 'AAA';
        -- Class M-1 affirmed at 'AAA';
        -- Class M-2 affirmed at 'AAA';
        -- Class M-3 upgraded to 'AAA' from 'AA+';
        -- Class B-1 affirmed at 'BBB+';
        -- Class B-2 affirmed at 'BB'

Residential Accredit Loans, Inc. Mortgage Asset Backed Pass-
Through Certificates, Series 1996-QS5

        -- Class A, R affirmed at 'AAA';
        -- Class M-1 affirmed at 'AAA';
        -- Class M-2 affirmed at 'AAA';
        -- Class M-3 upgraded to 'AA' from 'AA-';
        -- Class B-1 affirmed at 'BB';
        -- Class B-2 affirmed at 'B'.

Residential Accredit Loans, Inc. Mortgage Asset Backed Pass-
Through Certificates, Series 1996-QS7

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

Residential Accredit Loans, Inc. Mortgage Asset Backed Pass-
Through Certificates, Series 1998-QS15

        -- Class CB, NB, R, A-V affirmed at 'AAA';
        -- Class M-1 upgraded to 'AAA' from 'AA+';
        -- Class M-2 upgraded to 'AAA' from 'AA';
        -- Class M-3 upgraded to 'AA' from 'BBB+';
        -- Class B-1 upgraded to 'BBB' from 'BB';
        -- Class B-2 affirmed at 'B'.

Residential Accredit Loans, Inc. Mortgage Asset Backed Pass-
Through Certificates, Series 1998-QS17

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


ROHN INDUSTRIES: Enters into Pact to Sell Assets to SPX Corp.
-------------------------------------------------------------
ROHN Industries, Inc., a provider of infrastructure equipment to
the telecommunications industry that is a Debtor-in-Possession
under Chapter 11 of the United States Bankruptcy Code, and its
subsidiaries that are party to the bankruptcy proceeding entered
into an Asset Purchase Agreement with SPX Corporation, a Delaware
corporation.

The Asset Purchase Agreement provides for the sale of certain
assets of the Company and the affected subsidiaries to SPX
Corporation for the amount of $5,450,000. On November 13, 2003,
the Company filed with the United States Bankruptcy Court for the
Southern District of Indiana an Amended Motion of the Debtors for
Entry of an Order: (I) Authorizing the Sale of Certain Assets
Outside of the Ordinary Course of Business Free and Clear of
Liens; (II) Establishing Bidding Procedures and Approving Certain
Bid Protections; and (III) Approving Form and Manner of Notice
Thereof. Through the Motion, the Company seeks Court approval of
the Asset Purchase Agreement and authority to sell the assets,
after an opportunity is provided for competitive bidding.

A hearing to consider proposed bid procedures is scheduled to be
held before the Bankruptcy Court on November 25, 2003 at 3:00 p.m.
The bidding auction is scheduled to be held on December 8, 2003 at
the offices of Ice Miller, counsel for the Company, One American
Square, Suite 3400, Indianapolis, Indiana 46204. The hearing to
consider approval of the sale of assets is scheduled to be held
before the Bankruptcy Court on December 9, 2003 at 9:00 a.m. The
aforementioned dates are subject to rescheduling as determined by
the Bankruptcy Court, and may be adjourned from time to time.

Interest in participation in the bidding process should be
directed to the Company, or to counsel for the Company, Henry A.
Efroymson, ICE MILLER, One American Square, Box 82001,
Indianapolis, Indiana 46282-0002, telephone number (317) 236-2397
and e-mail address henry.efroymson@icemiller.com, or to Brian
Metzger, Silverman Consulting, 5750 Old Orchard Road, Suite 520,
Skokie, Illinois 60077, telephone number (847) 470-0200 and e-mail
address bmetzger@silvermanconsulting.net.


SAFETY-KLEEN: Intends to Sign Consent Decree on Sydney Mine Site
----------------------------------------------------------------
The Sydney Mine Site is a former Phosphate mining facility located
approximately 15 miles due east of Tampa, Florida.  The site was
used by various entities, including Debtor Safety-Kleen Systems,
Inc., to dispose of various liquid wastes.  In July 1990, the
United States Environmental Protection Agency issued a Unilateral
Administrative Order pursuant the CERCLA directing systems and
various other respondents to perform specified investigatory
remedial work at the Sydney Mine Site.

To comply with the Administrative Order, Systems and six other
companies, formed the Sydney Mine Site Section 106 Order Group.  
The other members of the Section 106 Order Group are:

                  (a) Reynolds Metals Company,
                  (b) SEC Holdings, Inc.,
                  (c) Cytec Industries Inc.,
                  (d) American Cyanamid Company,
                  (e) Winn-Dixie Stores, Inc., and
                  (f) Waste Management Inc. of Florida.

The Section 106 Order Group previously agreed to an internal
allocation of each member's response costs to comply with the
Administrative Order.  Systems' share of liability was allocated
at 15%.

On December 22, 2001, the Section 106 Order Group commenced an
action against Hillsborough County, a political Subdivision of the
State of Florida.  They alleged that Hillsborough County is a
party responsible for the release or threat of release of
hazardous substance at the Sydney Mine Site.  The Section 106
Order Group sought monetary damages and a declaratory judgment
finding Hillsborough County liable for remedial action and
response costs incurred and to be incurred by the Group.  The
Section 106 Order Group also sought a judgment asking Hillsborough
County to reimburse them for remedial action and response costs.

Rather than litigate the Action and to avoid the cost and
distraction of litigation, the Section 106 Order Group, including
Systems, and Hillsborough County entered into extensive
negotiations in an effort to resolve the disputes that the Section
106 Order Group raised in the Action.  As a result of these
discussions, the Section 106 Order Group and Hillsborough County
have negotiated a consent decree.

The salient terms and conditions of the Consent Decree are:

       (a) Payments by Section 106 Order Group: The Section 106
           Order Group's obligations to Hillsborough County is
           $476,069.  Based on Systems' allocation agreement
           with the Section 106 Order Group, Systems will be
           responsible for paying 15% or $72,410.

       (b) Payment on Change of Remedy: In the event the EPA
           causes a Change of Remedy to occur, the Section 106
           Order Group will be responsible for 45% of any
           additional costs exceeding $1,000,000 incurred by
           Hillsborough County in connection with a Change of
           Remedy.  The Debtors believe that the possibility of
           a Change of Remedy by the EPA is "remote".

       (c) Obligations of Hillsborough County: Hillsborough
           County will be fully obligated to perform the "MNA
           Remedy" regardless of the actual costs.  The MNA
           Remedy includes these tasks and costs:

              (i) Semi-annual groundwater monitoring;

             (ii) Reporting to all government authorities as
                  required;

            (iii) All Sydney Mine Site operations, maintenance
                  and security, including operating and
                  maintaining all existing wells, mowing of the
                  Sydney Mine Site, and maintaining and
                  installing fencing;

             (iv) Implementation of institutional controls;

              (v) Conduct of risk assessment;

             (vi) Technical impracticality waiver and/or record
                  of decision modification;

            (vii) Conduct of five-year remedy reviews;

           (viii) Preparation for and participation at all
                  meetings and written communications with EPA,
                  the State of Florida or any other regulatory
                  authority;

             (ix) Any other work EPA, the State of Florida or
                  its subdivisions require as part of the MNA,
                  including the replacement of existing wells,
                  or the installation of additional monitoring
                  wells due to plume movement or new areas of
                  contamination;

              (x) Well decommissioning and abandonment; and

             (xi) Payment of any penalties, fines or other similar
                  sanction imposed by any regulatory authority
                  that is related in any way to the MNA Remedy.

       (d) Indemnification: The Hillsborough County will defend,
           indemnify and hold the Section 106 Order Group
           harmless for any penalty, loss, damage, injury or
           other cost including attorneys' fees arising out of:

              (i) violations of statutes, common laws,
                  regulations or orders caused by Hillsborough
                  County; or

             (ii) any negligent or willful misconduct related to
                  Hillsborough County's completion of the MNA
                  Remedy, any change in the remedy undertaken by
                  Hillsborough County or any of Hillsborough
                  County's obligations under the Consent Decree
                  caused by the negligence of Hillsborough County.

       (e) Settlement of Claims: Satisfaction of the parties'
           obligations in the Consent Decree will fully relieve
           Hillsborough County and the Section 106 Order Group of
           any further civil liability in the Action and for
           "Covered Matters", which include:

              (i) any and all claims, demands, causes of action,
                  losses, obligations, damages, costs and
                  expenses incurred by the Section 106 Order
                  Group or Hillsborough County in response to
                  any alleged release or threat of release of
                  hazardous substances, as such term is defined
                  in CERCLA, relating to the Sydney Mine Site
                  and paid or incurred through the effective
                  date of the Consent Decree, and any accrued
                  interest on such cost, including any claims
                  that were asserted in the Action; and

             (ii) any and all claims, demands, causes of
                  action, losses, obligations, damages, costs
                  and expenses incurred by the Section 106 Order
                  Group or Hillsborough County which may arise
                  in the future and relating to response costs
                  or other costs incurred in response to any
                  alleged release or threat of release of
                  various hazardous substances relating to the
                  Sydney Mine Site, including any such claims
                  that were asserted in the Action.

       (e) Dispute Resolution: The Consent Decree provides for a
           dispute resolution procedure to resolve disputes
           arising out of the Consent Decree.

The Debtors believe that the Consent Decree is a reasonable
compromise and is critical to their estates and creditors.  Among
other things, the Consent Decree resolves the Action between the
Section 106 Order Group and Hillsborough County and will avoid the
expense of litigation.  The resolution of the litigation also
removes any significant risk that Systems will be liable for
additional removal, remedial, response and monitoring costs
incurred at the Sydney Mine Site.  Systems will be protected by
Hillsborough County's obligations to perform the MNA Remedy at the
Sydney Mine Site.  In addition, in the unlikely event that the EPA
causes a Change of Remedy to take place, the Section 106 Order
Group will only be responsible for 45% of costs that exceed
$1,000,000 in connection with the Change of Remedy.  Hence, the
Debtors' estate will avoid incurring additional administrative
expenses, including attorneys' fees and other costs that would be
incurred if the issues regarding the Sydney Mine Site proceeded to
a full trial of the Action on the merits.

The Debtors believe that Systems' entry into, and performance
under, the Consent Decree, is a transaction in the ordinary course
of business, and does not require prior Court approval.  
Nevertheless, out of an abundance of caution, the Debtors ask the
Court to permit Systems to sign the Consent Decree with
Hillsborough County and make the necessary payments under the
Decree. (Safety-Kleen Bankruptcy News, Issue No. 68; Bankruptcy
Creditors' Service, Inc., 215/945-7000)    


SANDISK CORP: Reaches Settlement with Taiwan Law Firm, Lee & Li
---------------------------------------------------------------
SanDisk Corporation (Nasdaq:SNDK) has concluded a settlement
agreement with Lee and Li, SanDisk's Taiwan law firm, concerning
the embezzled UMC shares owned by SanDisk that were held under the
control of Lee and Li.

Approximately 127.8 million UMC shares with a cost basis of $83.3
million were sold in unauthorized transactions by a former Lee and
Li employee.

Pursuant to the settlement agreement, SanDisk received from Lee
and Li a cash payment of $20.0 million, an additional $45.0
million secured by irrevocable standby letters of credit payable
over four years, and a credit in the amount of $18.3 million to be
applied against future legal services. SanDisk will record a non-
operating charge of $18.3 million to its third quarter results, as
the credit amount is unsecured.

SanDisk first discussed this issue in a conference call held on
October 15, 2003, and in a press release issued the same day after
being advised of the missing shares by Lee and Li on October 14,
2003. Lee and Li originally informed SanDisk that approximately
121 million UMC shares were embezzled by its former employee.
Based on subsequent information provided by Lee and Li, SanDisk
has now learned that approximately 127.8 million UMC shares owned
by SanDisk and under the control of Lee and Li were sold in
unauthorized transactions starting on August 6, 2003, and ending
on September 15, 2003. The net proceeds from the unauthorized
sales, amounting to approximately $92 million, were embezzled by a
former employee of Lee and Li, who is now a fugitive. Lee and Li
has informed SanDisk that it has launched investigations in
several countries to apprehend their former employee and to
recover the stolen assets. To date, no amounts have been
recovered. Lee and Li and SanDisk believe that insurance will
likely not cover this loss.

Pursuant to the settlement agreement, SanDisk received a cash
payment of $20.0 million at the time of signing the settlement
agreement on November 14, 2003. Lee and Li will pay SanDisk an
additional $45.0 million over four years in sixteen quarterly
installments secured by irrevocable standby letters of credit.
Further, Lee and Li has extended a credit in the amount of $18.3
million to SanDisk to be applied against future legal services
provided by Lee and Li over a number of years. In the event that
SanDisk does not fully utilize the credit for future legal
services in a given year, Lee and Li will annually remit one-third
of the unused credit amount for that year to SanDisk and SanDisk
will donate such amount to its corporate charitable fund. The
remaining two-thirds of the unused credit will be donated by Lee
and Li in equal amounts to the Taiwan Red Cross and to a joint
SanDisk/Lee and Li Lecture Program to promote integrated education
in business, technology and law in Taiwan and China. If any of the
stolen assets are recovered, the net amount after recovery
expenses will be split between SanDisk and Lee and Li, the
majority of which will act to accelerate the recovery of SanDisk's
book cost of the stolen shares, $83.3 million. If SanDisk receives
the full $83.3 million, Lee and Li will be relieved of any
remaining credit commitment. If there are any excess recovered
funds, the net amount after recovery expenses will be distributed
equally between SanDisk and Lee and Li, with SanDisk receiving up
to a total maximum amount of $106.6 million, the fair market value
of the shares at September 28, 2003.

In its third quarter 2003 Form 10-Q to be filed on November 17,
2003, SanDisk will record the stolen shares net of settlement
proceeds as a one time non-operating charge of $18.3 million to
its third quarter results as this amount is unsecured and SanDisk
may not be able to fully utilize the credit for future Lee and Li
legal services. Additionally, the balance sheet will reflect a
non-cash decrease in investments in foundries, which will be
reduced by $106.6 million from SanDisk's third quarter 2003
financial results issued on October 15, 2003, and a corresponding
increase relating to the settlement of $28.4 million in short-term
other receivables and $36.6 million in long-term other
receivables. The third quarter tax provision will include an
additional non-cash tax charge that is a reversal of a prior year
tax-related benefit of approximately $24.4 million triggered by
the sale of these shares, partially offset by a tax benefit of
approximately $7 million on the recognized third quarter charge of
$18.3 million.

Eli Harari, president and CEO of SanDisk said, "This embezzlement
by a former employee of Lee and Li has been an unfortunate and
painful event for both SanDisk and Lee and Li. I am very pleased
that our two companies have arrived at a settlement. Both SanDisk
and Lee and Li can now refocus our energies on the excellent
business opportunities that are opening up for both our companies
in Taiwan and China. I am particularly thankful to Dr. C.V. Chen,
senior partner at Lee and Li, for his tireless efforts and
leadership in reaching this agreement with SanDisk. I wish Lee and
Li, its partners and employees success and good luck in future
years."

Charles Van Orden, vice president and General Counsel of SanDisk
said, "We do not believe that the acts of a single rogue employee
should alter the 40+-year solid reputation of one of the region's
premiere law firms. In the past several weeks, we have come to
know several of the firm's fine partners. As we pursue extensive
new opportunities in Taiwan and mainland China, we look forward to
continuing our relationship with the firm."

Separate from these 127.8 million UMC shares, SanDisk sold 35
million UMC shares in September, 2003, the proceeds of which,
amounting to approximately $30 million, are in the United States
in SanDisk's custody. This sale was reported in SanDisk's third
quarter results. Additionally, SanDisk still holds approximately
20 million UMC shares. The 127.8 million UMC shares had a cost
basis for SanDisk of $83.3 million and were valued at
approximately $106.6 million based on their trading price on the
Taiwan Stock Exchange at the end of the third quarter.

SanDisk (S&P, B Corporate Credit and CCC+ Subordinated Debt
Ratings, Stable Outlook), the world's largest supplier of flash
memory data storage card products, designs, manufactures and
markets industry-standard, solid-state data, digital imaging and
audio storage products using its patented, high density flash
memory and controller technology. SanDisk is based in Sunnyvale,
Calif.

SanDisk's web site/home page address: http://www.sandisk.com  


SAXON ASSET: Fitch Takes Rating Actions on 12 Ser. 1999-1 Notes
---------------------------------------------------------------
Fitch Ratings November 14

Fitch Ratings has taken rating actions on the following Saxon
Asset Securities Trust issue:

     Series 1999-1 Group 1:

        -- Class A-4 affirmed at 'AAA';
        -- Class A-5 affirmed at 'AAA';
        -- Class A-6 affirmed at 'AAA';
        -- Class MF-1 affirmed at 'AA';
        -- Class MF-2 affirmed at 'A';
        -- Class BF-1 affirmed at 'BBB';
        -- Class BF-2 rated 'BB' remains on Rating Watch Negative;
        -- Class BF-3 remains at 'CCC'.

     Series 1999-1 Group 2:

        -- Class MV-2 affirmed at 'A';
        -- Class BV-1 affirmed at 'BBB';
        -- Class BV-2 affirmed at 'BB';
        -- Class BV-3 remains at 'CCC'.

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


SCPIE COMPANIES: A.M. Best Cuts Financial Strength Rating to B
--------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B
(Fair) from B+ (Very Good) of SCPIE Companies (Los Angeles, CA).
The rating outlook is negative.

This rating action follows SCPIE Holdings Inc.'s (NYSE:SKP)
reported net loss in the third quarter of 2003 that exceeded A.M.
Best's expectations and included adverse reserve development of
$8.5 million on its assumed reinsurance business and the write-
down of the value of an equity investment in Goshawk by $9.6
million. As a result, the group's financial flexibility has been
restricted, causing greater exposure to surplus from adverse
changes in loss reserves and creating greater execution risk
associated with management's expectation of improved operating
results in the fourth quarter of 2003. If these operating results
are achieved, the company will improve overall capitalization, but
to a level that is still vulnerable.

This rating action reflects SCPIE'S weakened overall
capitalization, poor operating results and ongoing exposure to
further adverse loss development in its assumed reinsurance and
non-core healthcare liability business. This rating action does
acknowledge the group's re-underwriting initiatives implemented as
a means to restore and sustain operating profitability and overall
balance sheet strength over the mid-term. However, A.M. Best
remains concerned with the adequacy of loss reserves and marginal
overall capitalization.

The financial strength rating of the following members of SCPIE
Companies has been downgraded B (Fair) from B+ (Very Good):

-- American Healthcare Indemnity Company

-- American Healthcare Specialty Insurance Company

-- SCPIE Indemnity Company


SCPIE HOLDINGS: Expresses Disappointment with AM Best Downgrade
---------------------------------------------------------------
SCPIE Holdings Inc. (NYSE:SKP) reported that A.M. Best Co. has
changed the financial strength rating of SCPIE's insurance
subsidiaries to B from B+.

According to A.M. Best, this rating action follows this week's
third-quarter financial earnings reported by SCPIE, which included
adverse reserve development in its discontinued assumed
reinsurance business. In its news release, A.M. Best stated that
the rating action reflects SCPIE's weakened overall
capitalization, poor operating results and ongoing exposure to
further adverse loss development in its assumed reinsurance and
non-core healthcare liability business.

"While we are disappointed in the Best rating action and our
third-quarter results, we remain confident that the measures we
have implemented over the past two years will result in a return
to profitability and a stronger balance sheet," said Donald J.
Zuk, SCPIE President and Chief Executive Officer.

SCPIE Holdings Inc. includes SCPIE Indemnity Company, American
Healthcare Indemnity Company and American Healthcare Specialty
Insurance Company.


SEDONA CORP: Sept. 30 Net Capital Deficit Widens to $2.2 Million
----------------------------------------------------------------
SEDONA(R) Corporation (OTCBB:SDNA) -- http://www.sedonacorp.com--  
the leading provider of web-based Customer Relationship Management
solutions for small and mid-sized organizations, today announced
its financial results for the third quarter ended September 30,
2003.

Revenues for the third quarter were $622,000 compared to $516,000
in the same quarter one year ago, an increase of over 20%, and
$197,000 for the prior quarter, an increase of 216%. SEDONA's net
loss applicable to common stockholders for the period was $993,000
or $0.02 per share, which was 44% lower than the third quarter of
2002 net loss of $1,779,000, or $0.04 per share, and 23% lower
than the $1,282,000 net loss for the prior quarter. Gross Profit
reported for the third quarter 2003 was $412,000 which is 190%
higher than $142,000 reported in the third quarter of 2002 and
also higher than the loss of $26,000 reported in the prior
quarter.

For the nine-month period ended September 30, 2003, revenues
reported were $1,387,000 compared to $2,009,000 in 2002, a
decrease of 31%. The sale of the Company's existing customer base
in the fourth quarter of 2002, resulted in a maintenance service
revenue decrease of 65% in the nine-month period from $1,255,000
to $439,000, however product licenses revenue increased from
$754,000 in 2002 to $948,000 in 2003, a 25% increase.

Net loss applicable to stockholders for the nine months ended
September 30, 2003, was $2,999,000, or $0.06 per share, compared
with $4,689,000, or $0.10 per share a year ago, a decrease of over
36%. On a year-to-date basis, accrued expenses and accounts
payable were reduced 60%, from $2,046,000 to $823,000. Accounts
receivable increased to $608,000 as of September 30, 2003 from
$134,000 for the same period in 2002, due to the recent signing of
another technology license by the Company.

At September 30, 2003, the Company's balance sheet shows a working
capital deficit of about $2 million, and a total shareholders'
equity deficit of about $2.2 million.

SEDONA President and CEO, Marco Emrich, commented, "Every SEDONA
partnership continues to validate the quality and marketability of
our technology and business strategy. The recently announced
technology licenses and reseller agreements mark a total of five
new sales distribution channels added just this year. The increase
in the third quarter revenue is a positive result of our ongoing
program to add additional partners."

Mr. Emrich concluded, "SEDONA continues to expand its potential
revenue sources through new and existing partners, as well as
additional markets, both here and abroad. With expanding revenue
sources and our continued fiscal discipline in controlling costs
and expenses, we remain on plan and we feel very confident about
SEDONA's future."

CONFERENCE CALL: SEDONA will hold a Conference Call at 4:15 PM
(EST) today, for interested investors, analysts, and portfolio
managers. To take part in the Conference Call, dial 1-800-795-1259
(Domestic) or 1-785-832-2422 (International) about 5 to 10 minutes
prior to the Conference Call and ask for the "SEDONA Quarterly
Call". You will then hear a presentation by Marco Emrich,
President and CEO of SEDONA Corporation. There will be a Q&A
period following Mr. Emrich's presentation.

SEDONA(R) Corporation (OTCBB: SDNA) is the leading technology and
services provider that delivers verticalized Customer Relationship
Management solutions specifically tailored for the small to mid-
sized business market. Utilizing SEDONA's CRM solutions, community
and regional banks, and insurance companies can effectively
identify, acquire, foster, and retain loyal, profitable customers.

Leading financial services solution providers such as Fiserv,
Inc., Open Solutions Inc., COCC, Sanchez Computer Associates,
Inc., Pinkerton Consulting, WorldNet, ACEncrypt Solutions, and AIG
Technologies leverage SEDONA's CRM technology to offer best-in-
market CRM to their own clients and prospects. SEDONA Corporation
is an Advanced Level Business Partner of IBM(R) Corporation.

For additional information, visit the SEDONA web site at
http://www.sedonacorp.com


SEITEL INC: Third-Quarter 2003 Net Loss Tops $10 Million
--------------------------------------------------------
Seitel, Inc. (OTC Bulletin Board: SEIEQ; Toronto: OSL) reported
revenues for the nine months ended September 30, 2003 of $101.3
million compared with revenues of $120.2 million in the first nine
months of 2002.

For the third quarter ended September 30, 2003, revenue was $39.2
million compared to $50.6 million of revenue in last year's third
quarter. Reported revenue in the 2002 periods benefited from high
rates of data selections by clients. Partially offsetting the
lower selections in the 2003 periods were increased revenue from
new data acquisition.

For the nine months ended September 30, 2003, the Company reported
a net loss of $12.2 million, or $.48 per share, compared with a
net loss of $94 million or $3.72 per share in the first nine
months of the prior year. Results for both periods include certain
adjustments, charges and costs. In the 2003 nine-month period, the
Company recorded an impairment charge of $13.4 million to reduce
the carrying value of its seismic data library. In addition, the
2003 nine month period includes expenses totaling $5.9 million
incurred for professional and other fees related to the Company's
restructuring efforts, including the Company's Chapter 11 filing
on July 21, 2003 and $1.9 million for costs related to litigation.
Partially offsetting a portion of these expenses in 2003 were
gains of $681,000 relating to the settlement of certain
liabilities at less than their carrying value, $3.4 million due to
a strengthening of the Canadian dollar and a reduction of $2.0
million in liabilities associated with certain litigation that was
settled in 2003 for amounts less than previously accrued. The 2002
nine-month period included costs of $9.5 million for charges
related to compensation accrued or paid to and allowances for the
collection of notes receivable from certain former executives and
$7.8 million for professional fees related to the Company's
restructuring efforts and costs related to litigation. In
addition, the 2002 nine month period includes impairment charges
of $25.7 million relating to the carrying value of the Company's
seismic data library, a loss of $60.2 million relating to the
discontinued oil and gas business of the Company, and a charge of
$17.2 million ($11.2 million, net of tax) relating to the
cumulative effect of a change in accounting policy for amortizing
its seismic data library.

For the quarter ended September 30, 2003, the Company reported a
net loss of $10.9 million, or $.43 per share, compared with net
income of $3.2 million or $.13 per share in the third quarter of
2002. Results for both periods include certain adjustments,
charges and costs. In the 2003 quarterly period, the Company
recorded an impairment charge of $13.4 million to reduce the
carrying value of the Company's seismic data library and incurred
expenses totaling $1.7 million for professional and other fees
related to the Company's restructuring efforts and the Company's
Chapter 11 filing on July 21, 2003. Partially offsetting these
charges and expenses in the 2003 third quarter was $300,000 due to
a strengthening of the Canadian dollar. The 2002 three-month
period included $4.6 million of costs for professional fees
related to the Company's restructuring efforts and costs related
to litigation, $600,000 of losses related to the weakening of the
Canadian dollar, and a loss of $1.5 million relating to the
discontinued oil and gas business of the Company.

As noted above, during the period ended September 30, 2003, the
Company recorded a $13.4 million impairment charge to reduce the
carrying value of its seismic data library. Based on industry
conditions and the recent level of cash sales for certain of its
library components, the Company revised its estimate of future
cash flows for these library components. As a result, the Company
determined that the revised estimate of future cash flows would
not be sufficient to recover the carrying value of these certain
library components, and accordingly, the Company estimated the
fair value of such library components by discounting their
estimated future cash flows. The resulting difference between the
estimated fair value and the carrying value was recorded as an
impairment charge.

As previously reported, Seitel and 30 of its United States based
subsidiaries filed for Chapter 11 bankruptcy protection in the
District of Delaware on July 21, 2003. As a result of these
filings, Seitel and its 30 United States based subsidiaries are
debtors-in-possession under Chapter 11 of the Bankruptcy Code. As
debtors-in-possession, the Company and these subsidiaries have
continued to operate their business in the ordinary and normal
course. Also, as previously disclosed, the Company's Canadian
subsidiaries are not debtors in the bankruptcy cases, and the
bankruptcy filing does not impact any operations or creditors of
Seitel's Canadian subsidiaries.

The voting period on the Company's previously filed plan of
reorganization ended on November 13, 2003. Based on preliminary
and unaudited information, all classes of creditors have voted to
accept the plan, however securities action plaintiffs have voted
to reject, and holders of equity interests are predicted based
upon current tallies to have voted to reject, the plan. A
confirmation hearing on the Company's plan of reorganization is
scheduled to begin on November 17, 2003 and is expected to be
continued on December 3, 2003. Until such time as the Bankruptcy
Court makes a determination regarding confirmation of the plan, it
is not possible to predict whether or not the plan will be
confirmed or to predict the ultimate treatment that will be
accorded to the Company's existing shareholders or to holders of
claims or to the securities class action plaintiffs. All documents
in the Company's Chapter 11 cases, including plans of
reorganization proposed in the Chapter 11 cases, are publicly
filed with the Bankruptcy Court for the District of Delaware.

Seitel markets its proprietary seismic information/technology to
more than 400 petroleum companies, licensing data from its library
and creating new seismic surveys under multi-client projects.


SPATIALIGHT INC: Sept. 30 Balance Sheet Upside-Down by $1.2 Mil.
----------------------------------------------------------------
As of September 30, 2003 Spatialight Inc. has sustained recurring
losses and had a net capital deficiency of approximately
$1,200,000, and a net working capital deficiency of approximately
$2,000,000.  Reflected in these amounts are gross proceeds of
$5,150,000, and $2,763,500 raised in stock financings  completed
in May 2003 and August 2003, respectively.  Management believes
that these funds along with existing cash balances, anticipated
collections of stock subscriptions receivable of $1,300,000 and
the anticipated exercise of warrants held by existing investors
will fund the Company's ongoing operations through 2004.
Management anticipates that cash expenditures during 2003 will
approximate $400,000 per month, or approximately $5 million for
the year, without regard to any revenues in 2003.  The Company's
continued existence is dependent upon its ability to generate
revenue by successfully marketing and selling its products;
however, there can be no assurance that the  Company's efforts
will be successful.

The Company's financial statements have been prepared assuming
that the Company will continue as a going concern.  This
contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company incurred
significant operating losses in each of the last five fiscal years
and incurred a net loss of approximately  $6,699,000 in the nine
months ended September 30, 2003. Of this amount, approximately
$2,148,030 was non-cash stock-based expenses.  Additionally, as of
September 30, 2003, the Company's accumulated deficit totaled
approximately $55,500,000. The Company has generated limited
revenues to date and the commercialization and marketing of the
Company's products will require substantial expenditures in the
foreseeable future.  The successful completion  of the Company's
development program and ultimately, the attainment of profitable
operations is dependent upon future events. These events include
successful launching of the commercial  production and
distribution of its products and achieving a level of sales
adequate to support the Company's cost structure.  These matters,
among others, may indicate that the Company will be unable to
continue as a going concern for a reasonable period of time. The
Company's  auditors included a paragraph in their report on the
audited financial statements for the  year ended December 31,
2002, indicating that substantial doubt exists as to the Company's
ability to continue as a going concern.


SPEEDCOM: Cash Flows Insufficient to Fund Projected Operations
--------------------------------------------------------------
Speedcom Wireless Corporation's financial statements are prepared
on a going-concern basis, which assumes that Speedcom will realize
its assets and discharge its liabilities in the normal course of
business. As reflected in the Company's financial statements,
Speedcom incurred operating losses of approximately $3,263,000 and
$4,075,000 and negative cash flows from operations of
approximately $2,205,000 and $1,978,000 for the nine months ended
September 30, 2003 and 2002, respectively and had a working
capital deficit of approximately $4,891,000 as of September 30,
2003.

In addition, Speedcom's cash flows from operations for the
remainder of 2003 are currently projected to be insufficient to
finance projected operations, without funding from other sources.
These conditions raise substantial doubt as to the ability of
Speedcom to continue its normal business operations as a going
concern.

Management's plans to sustain Speedcom's operations include
augmenting revenue opportunities, curtailing operating expenses as
a percentage of revenue and raising additional capital from
external sources. During the nine months ended September 30, 2003,
management effectively lowered its operating expenses by
approximately $1,943,000 over amounts incurred during the nine
months ended September 30, 2002. The Company borrowed $1,015,000
during the nine months ended September 30, 2003, at a 15% interest
rate, due December 31, 2003 and additionally borrowed $1,100,000
from P-Com, Inc. during the nine months ended September 30, 2003
through convertible promissory notes, at a 10% interest rate for
the first six months and a 13% interest rate for the remainder of
the term of the notes.  These notes are due March 21, 2005
($400,000), July 17, 2005 ($300,000), August 8, 2005 ($200,000),
September 8, 2005 ($50,000), September 16, 2005 ($50,000),
September 24, 2005 ($50,000) and September 30, 2005 ($50,000).
Speedcom borrowed $230,000 from P-Com in October 2003 through two
convertible promissory notes, at a 10% interest rate for the first
six months and a 13% interest rate for the remainder of the term
of the notes, due October 14, 2005 ($130,000) and October 22, 2005
($100,000), respectively. While management is actively addressing
multiple sources of capital, there can be no assurance that
Speedcom will generate adequate cash from these and similar
sources during the remainder of 2003 and 2004.

During the nine months ended September 30, 2003, Speedcom entered
into a definitive agreement with P-Com to sell its operating
assets and certain liabilities. Under the terms of the agreement,
P-Com will acquire Speedcom's operating assets and business
relationships in exchange for approximately 67,500,000 shares of
P-Com common stock and the assumption of certain liabilities of
Speedcom.  P-Com will assume approximately $3,000,000 in debt that
will include at least a 36-month maturity following the closing
and is expected to be convertible into shares of P-Com common
stock at approximately $0.20 per share. The transaction is
expected to close as soon as possible following stockholder
approval of the asset purchase and an increase in the number of
authorized shares of P-Com common stock. Following closing,
Speedcom's immediate plans will be to reduce significantly its
monthly overhead so as to best preserve its available cash while
developing revenue generating opportunities. Speedcom will
continue to spend limited amounts on salaries, insurance, rent,
communications and other normal general and administrative
expenses. Assuming the asset purchase agreement becomes effective,
Speedcom management intends to seek and evaluate numerous
operating businesses for investment.  


SPIEGEL GROUP: Intends to Open New Eddie Bauer Retail Stores
------------------------------------------------------------
The Spiegel Debtors seek the Court's authority to open and take
all actions necessary to open Eddie Bauer retail stores in certain
locations for which a lease has been fully negotiated or a term
sheet has been finalized.

The stores with fully negotiated leases are:

   * The Shops at Briargate in Colorado Springs, Colorado;

   * Evergreen Walk at Buckland Hills in South Windsor,
     Connecticut; and

   * Prime Outlets at Lee in Lee, Massachusetts.

The stores with finalized term sheets are:

   * Market Mall at Calgary in Alberta, Canada;

   * Alderwood Mall in Alderwood, Washington; and

   * Short Pump Town Center in Short Pump, Virginia.

The Debtors also want to take all action necessary to open new
Eddie Bauer retail stores in these locations for which lease
terms have not yet been negotiated:

   * Columbia Gorge Outlet Center in Troutdale, Oregon; and

   * Up to 10 yet unspecified stores.

                     The Final Phase Stores

In the case of each Final Phase Store, Eddie Bauer will provide a
copy of the term sheet or lease agreement to the Official
Committee of Unsecured Creditors:

(A) The Briargate Store

    There are currently two Eddie Bauer stores in Colorado
    Springs:

    -- The Citadel Store

       This store is located in the Citadel Mall, which is 12
       miles southeast of The Shops at Briargate.  The Citadel
       Store opened in 1993 and its lease expires on
       January 31, 2004.  The Citadel Mall is fairly dated and
       its tenants cater to a younger customer.  While Eddie
       Bauer may elect to remain in the Citadel Mall for the
       short term, Eddie Bauer does not consider it a long-term
       strategic store.

    -- The Chapel Hills Store

       This store is located in the Chapel Hills Mall, which
       is two miles away from Briargate.  The Chapel Hill Store
       opened in 1996 and has not performed particularly well.
       Like the Citadel Mall, the Chapel Hill Mall lacks many of
       the tenants Eddie Bauer prefers.  The lease for the Chapel
       Hills Store affords Eddie Bauer the right to give notice
       of its desire to terminate in January 2004.  Eddie Bauer
       may make that election and close the Chapel Hills Store.

    Andrew V. Tenzer, Esq., at Shearman & Sterling LLP, in New
    York, informs the Court that the Shops at Briargate is a new
    lifestyle project.  It is located in one of the more rapid
    growth areas of Colorado Springs, and has attracted high
    quality retail tenants like Pottery Barn, Williams Sonoma,
    Coldwater Creek, Chico's, Talbots, J. Jill and Ann Taylor as
    well as several restaurants that are also unique to the
    market.  Eddie Bauer wants to open the Briargate Store in
    that upscale mall because it believes that it will benefit
    from the favorable tenant mix and that it can operate a
    profitable store.  Briargate's developer has agreed to
    favorable lease terms.

(B) The Evergreen Walk Store

    Eddie Bauer opened a store at the Buckland Hills Mall, in
    Hartford, Connecticut in 1990.  Since that time, the
    population and affluence of the area surrounding the Buckland
    Hills Mall has grown significantly.  The tenant mix at the
    Buckland Hills Mall, however, has not evolved to match this
    population growth.

    According to Mr. Tenzer, Evergreen Walk at Buckland Hills
    will open in the fall of 2004.  Unlike the Buckland Hills
    Mall, which features a mix of moderately priced small shops
    that cater to teenagers, Evergreen Walk is a new lifestyle
    center that features a strong mix of upscale specialty
    tenants catering to the adult shopper as well as restaurants,
    an upscale grocer, and the Expo Design Center.  Evergreen
    Walk is one-half mile from Buckland Hills Mall.  Apparel
    tenants at Evergreen Walk include Banana Republic, Ann
    Taylor, Coldwater Creek, J. Jill, Brooks Brothers and
    Talbots.  Attractive non-apparel co-tenants are Coach,
    Williams-Sonoma, Pottery Barn, and Pottery Barn Kids.  The
    Debtors anticipate that Evergreen Walk will benefit from the
    draw of the nearby regional mall while concentrating on
    retail appealing to the adult customer Eddie Bauer targets.

    Evergreen Walk's developer has agreed to a tenant allowance
    plus rent that the Debtors believe will allow the Evergreen
    Walk Store to achieve an acceptable return.  Eddie Bauer has
    a month-to-month lease for the Buckland Hills Store that will
    permit it to close the Buckland Hills Store before the
    opening of the Evergreen Walk Store in the fall of 2004.

(C) The Prime Outlet Store

    Eddie Bauer operates ten outlet stores in Massachusetts,
    Maine, New Hampshire, and upstate New York.  Almost all of
    these stores have enjoyed profits and sales above the average
    profits and sales of the chain as a whole.

    Prime Outlets at Lee is located adjacent to Interstate 90,
    which connects Boston and Albany.  Lee is recognized in the
    outlet industry as a solid center producing volumes above the
    chain average for many prominent retail store chains.  Strong
    retailers in Prime Outlets at Lee include Polo, Gap, and
    Coach.  Eddie Bauer believes that it can successfully operate
    a profitable outlet store in Prime Outlets at Lee.  The
    landlord of the Prime Outlet Store has agreed to a lease
    agreement with an initial term expiring on January 31, 2005
    and two five-year renewal options.  The January 2005 lease
    expiration minimizes the downside risk of opening the Prime
    Outlets Store.

(D) The Market Mall Store

    Eddie Bauer currently operates three stores in Calgary,
    Alberta, Canada.  Nonetheless, the Debtors seek to open a new
    store in the Market Mall in the fall of 2004.  That mall is
    located in the Northwest portion of Calgary, an area not
    presently served by Eddie Bauer.

    Eddie Bauer intends to continue operating each of these
    Calgary Stores:

    -- The Downtown Calgary Store

       This store is situated in downtown Calgary and serves the
       daytime population working in downtown Calgary.  This
       store opened in 1977 and has been successful.

    -- The Southcentre Mall Store

       This store is located in Southcentre Mall in the Southwest
       quadrant of the city.  The Southcentre Mall opened in 1988
       and was expanded in 1999.  This store has been a steady
       performer although efforts are presently underway to
       reduce its size.

    -- The Chinook Mall Store

       Eddie Bauer opened the store in Chinook Mall in 1995.  It
       is located between downtown Calgary and Southcentre Mall.
       After undergoing a significant remodeling in 2001, Chinook
       Mall has become one of the premier shopping centers in
       Canada.  Eddie Bauer is currently remodeling this store
       and extending the term.

    Pursuant to an expansion and renovation program that will be
    completed in 2004, Market Mall will be expanded by 200,000
    square feet, which will allow the introduction of several new
    retailers.  The trade area served by Market Mall has the
    highest number of housing starts in Calgary and the Debtors
    believe that it is underserved from a retail perspective.  
    Given the lack of competitive retail in the Market Mall trade
    area along with the population growth, Eddie Bauer believes
    it is important strategically to open the Market Mall Store.  
    The developer of the Market Mall has agreed to contribute a
    tenant allowance and the Debtors believe that the Market Mall
    Store is sized appropriately for the market.  Moreover, given
    the historical performance of the Calgary Stores, the Debtors
    anticipate that the Market Mall Store will outperform the
    chain average.

(E) The Alderwood Mall Home Store

    Alderwood Mall is located in suburban Seattle, Washington and
    is currently undergoing a $100,000,000 renovation and
    expansion.  As part of this renovation and expansion,
    Nordstrom is relocating within the mall, adding 60,000 square
    feet, and a new "lifestyle" element is being added to the
    mall.  The proposed Alderwood Mall Home Store location is
    within the life style portion of the mall and is adjacent to
    desirable retailers like Pottery Barn, J. Jill, Coldwater
    Creek, Chico's and Gene Juarez.  The Debtors intend to open
    the Alderwood Mall Home Store in the fall of 2004.  There are
    currently four Eddie Bauer Home stores in the Seattle area.
    The three stores located in University Village, Bellevue
    Square and Redmond Town Center, outperform the chain average.  
    Accordingly, Eddie Bauer intends to continue to operate them.  
    The fourth is an Eddie Bauer Home store located in downtown
    Seattle.  The Debtors intend to close that location.

    The developer of the Alderwood Mall has agreed to favorable
    economic terms and Eddie Bauer believes that the proposed
    location of the Alderwood Mall Home Store affords maximum
    visibility as customers approach the Alderwood Mall.

(F) The Short Pump Store

    Richmond, Virginia is home to three long-established regional
    shopping centers:

    * Virginia Center Commons,
    * Chesterfield Town Center, and
    * Regency Square.

    Eddie Bauer currently operates stores in Chesterfield Town
    Center and Regency Square.  The landscape of retail in the
    Richmond area underwent a dramatic change in September 2003
    when two new regional shopping centers opened -- Stony Point
    Fashion Park and Short Pump Town Center.  Stony Point Fashion
    Park is anchored by Saks Fifth Avenue and Dillards while
    Short Pump features Nordstrom, Hechts, and Dillards.

    Mr. Tenzer notes that there is much evidence to suggest that
    Short Pump will become the dominant shopping center in
    Richmond:

    * Short Pump Tenants

      Short Pump has the best anchor line-up in the area with a
      new flagship Hechts, traditionally the dominant anchor in
      the market, as well as Nordstrom.  The developer of Short
      Pump Town Center has assembled many retailers unique to the
      Richmond market including Crate & Barrel, Coldwater Creek,
      H&M, Pottery Barn, and Apple Computer.  These unique
      tenants should give Short Pump a strong regional draw
      despite the existence of four other malls in Richmond.

    * Location

      The Debtors understand that one of the reasons Nordstrom
      choose to open in Short Pump is the strong sales they have
      enjoyed in their Tyson's Corner store in the Washington
      D.C. metropolitan area from Richmond residents driving over
      100 miles to shop.  Additionally, Short Pump's location at
      the confluence of three major highways makes Short Pump
      easily accessible by the entire Richmond market.

    Eddie Bauer plans to open the Short Pump Store in the fall of
    2004.  The leases for the Chesterfield and Regency Square
    stores will expire before the scheduled opening of the Short
    Pump Store and Eddie Bauer does not intend to renew them.

                   The Preliminary Phase Stores

In the case of each Preliminary Phase Store, Eddie Bauer will
provide a copy of the term sheet to the Committee once the term
sheets are negotiated:

(A) The Columbia Gorge Outlet Store

    Before the Petition Date, Eddie Bauer found it critical to
    open the Columbia Gorge Outlet Store.  Chelsea Property
    Group, the nation's largest outlet developer, owns the
    Columbia Gorge Outlet Center.  As part of the portfolio
    negotiations with Chelsea Property Group, Eddie Bauer agreed
    to open the Columbia Gorge Outlet Store in connection with an
    extension of its lease in Desert Hills Premium Outlets in
    Cabazon, California.  The Debtors intend to open the Columbia
    Gorge Outlet Store in the fall of 2004 or spring of 2005.

    The Columbia Gorge Outlet Center is located in suburban
    Portland, Oregon in close proximity to the outlet center of
    Portland and Interstate 84, a major East/West highway to and
    from Portland.  The tenants of the Columbia Gorge Outlet
    Center are fairly typical of similar projects in the area and
    include desirable retailers like GAP, Adidas, Bass and
    Mikasa.  Based on the performance of other outlet stores in
    the Pacific Northwest, the Debtors believe that the Columbia
    Gorge Outlet Store will perform above the chain average.

(B) The Unspecified Stores

    According to Mr. Tenzer, the Debtors may open new stores in
    the future as opportunities become available.  Right now, the
    Debtors want to open up to 10 Unspecified Stores.  The
    Debtors propose to have term sheets for any of these
    Unspecified Stores by November 30, 2004.

    The Debtors believe that being granted advance authority to
    open and take all action necessary to open the Unspecified
    Stores will allow them the flexibility to pursue profitable
    business opportunities for the benefit of their estates,
    creditors, and other interested parties on short notice and
    as these opportunities arise.

                         Notice Procedures

The Debtors will observe these Notice Procedures for the approval
of each New Eddie Bauer Store:

(A) DIP Lender Approval

    In accordance with the terms of their postpetition financing
    facility, the Debtors are required to give 30 days' advance
    written notice of any new lease to their postpetition
    lenders' agent.

    On October 31, 2003, the Debtors provided notice of the
    Alderwood Malls Home Store, the Market Mall Store and the
    Short Pump Store to the DIP Lenders Agent.  In connection
    with the Briargate Store, the Evergreen Store and the Prime
    Outlets Store, the Debtors are in the process of obtaining a
    waiver of the 30-day advance notice requirement from the DIP
    Lenders.

    For each New Eddie Bauer Store, Eddie Bauer will provide the
    required 30-day advance notice to the DIP Agent.

(B) Committee Approval

    For each New Eddie Bauer Store, in advance of entering into a
    lease, the Debtors will give notice of the salient terms of
    the proposed lease to:

      (i) the Committee's counsel

          Chadbourne & Parke LLP
          30 Rockefeller Plaza
          New York, New York 10112
          Telephone: (212) 408-5100
          Facsimile: (212) 541-5369
          Attention: David M. LeMay, Esq.
                     Douglas Deutsch, Esq.

     (ii) the Committee's financial advisors

          FTI Consulting
          622 Third Avenue, 31st Floor
          New York, New York 10017-6707
          Attention: Andrew Cowie and Jay Borow

    The Committee will have two days after its counsel receives
    the notice to object to or request additional time to
    evaluate the proposed transaction in writing to:

    Shearman & Sterling LLP
    599 Lexington Avenue
    New York, New York 10022
    Telephone: (212) 848-4000
    Facsimile: (646) 848-8174
    Attention: Andrew V. Tenzer, Jr., Esq. and
               Jill K. Frizzley, Esq.

    If no objection or request for additional time is timely
    received by Shearman & Sterling, the Debtors will enter into
    the proposed lease and open each New Eddie Bauer Store.  If
    the Committee provides a timely written request to Shearman &
    Sterling for additional time to evaluate the proposed
    transaction, the Committee will have an additional three days
    to object to the proposed transaction without the need to
    obtain the consent of Shearman & Sterling for extension.

    If the Committee objects to the proposed transaction, the
    Debtors and the Committee will use good faith efforts to
    resolve the objection.  If the parties are unable to reach a
    consensual resolution, the Debtors will seek the approval of
    the Court for each proposed New Eddie Bauer Store upon notice
    and hearing. (Spiegel Bankruptcy News, Issue No. 15;
    Bankruptcy Creditors' Service, Inc., 215/945-7000)   


SPIEGEL INC: Ability to Continue Operations Still Uncertain
-----------------------------------------------------------
As Spiegel Inc. previously reported, on March 7, 2003, the SEC
commenced a civil proceeding against the Company in federal court
in Chicago alleging, among other things, that the Company's public
disclosures violated Sections 10(b) and 13(a) of the Securities
Exchange Act of 1934.

Simultaneously with the filing of the SEC's complaint, the Company
announced that it had entered into a consent and stipulation with
the SEC resolving, in part, the claims asserted in the SEC action.
Solely for purposes of resolving the SEC action, the Company
consented to the entry of a partial final judgment, which was
entered against the Company on March 18, 2003, and amended on
March 27, 2003. Under the terms of the SEC Judgment, the Company
agreed, among other things, to the entry of a permanent injunction
enjoining any conduct in violation of Sections 10(b) and 13(a) of
the Securities Exchange Act and various rules and regulations
thereunder. The Company also consented to the appointment of an
independent examiner by the court to review its financial records
since January 1, 2000, and to provide a report to the court and
other parties regarding the Company's financial condition and
financial accounting.

The Company's outside auditors, KPMG LLP, advised the Company that
they could not complete their audit of the Company's financial
statements for its fiscal year ended December 28, 2002 and could
not perform their review of the Company's 2003 quarterly interim
financial statements in accordance with Statement on Auditing
Standards 100 until they both analyzed the report of the
independent examiner appointed under the terms of the SEC judgment
and obtained the necessary management representation letter.  The
Company notified the SEC that it would not, as a practical matter,
be able to file its 2002 Form 10-K and one or more Form 10-Qs in a
timely manner as required by the SEC Judgment. On March 31, 2003,
the Company filed with the court a motion for clarification of the
SEC Judgment in order to request limited relief from the
obligation to file reports, subject to certain conditions. On
April 10, 2003, the court entered an order on the Company's
motion. The order provides that the Company and its officers,
directors, employees and agents are not, and will not be in the
future, be in contempt of the SEC Judgment as a result of the
Company's failure to timely file its 2002 Form 10-K and one or
more Form 10-Qs with the SEC as required; provided that, among
other things, (1) the Company files the financial statements that
would have been included in its 2002 Form 10-K and a management's
discussion and analysis covering the financial statements on or
before May 15, 2003, and (2) the Company files the financial
statements that would have been included in any such Form 10-Qs in
a timely manner. The report of the independent examiner was issued
on September 5, 2003 and delivered to the court on September 12,
2003. The Company filed the report of the independent examiner
with the SEC under cover of Form 8-K on September 12, 2003. The
independent examiner's report questions the Company's accounting
policies and procedures regarding among other matters, revenue
recognition, its securitization transactions, valuation of its
retained interest in its securitization transactions, covenant
defaults and internal controls over its credit underwriting
process. The report also questions the timeliness and adequacy of
the Company's disclosures about its financial condition and
operating results.

The Company's management is analyzing the findings of the
independent examiner's report and indicates that it will attempt
to complete its analyses promptly. However, as a result of the
independent examiner's report and the Company's filing for
voluntary bankruptcy on March 17, 2003, the Company can neither
provide any guidance as to the impact, if any, on the Company's
financial statements that may result from these analyses nor state
with any certainty as to when the analyses will be completed.
Further, the Company cannot assure investors that it will not need
to restate its 2003 financial statements or prior year financial
statements.

The Company is filing its financial statements for the third
quarter ended September 27, 2003 and related notes in accordance
with the April 10, 2003 order of the court. The financial
statements and notes have not been reviewed in accordance with
Statement on Auditing Standards No. 100. In addition, any
financial information derived from the Company's 2002 fiscal year
financial statements has not been audited and 2003 information has
not been reviewed in accordance with SAS No. 100. As stated above,
the Company's financial information  may be subject to future
adjustment or restatement. Moreover, investors are advised that
the Company expects any independent auditors' report issued on its
2002 fiscal year-end financial statements to contain an
explanatory paragraph indicating that there is substantial doubt
about the Company's ability to continue as a going concern.


TEREX CORP: Names Steve Filipov President of Terex Cranes
---------------------------------------------------------
Terex Corporation (NYSE: TEX) announced that Steve Filipov has
been named President of Terex Cranes effective January 1, 2004.

Mr. Filipov has served most recently as Group President of Terex
Cranes International. "This is a natural transition, as Steve has
worked in the crane business for over 8 years and has strong
customer and industry expertise," stated Ronald M. DeFeo, Terex's
Chairman and Chief Executive Officer. In his new position, Mr.
Filipov will oversee the worldwide operations of the Terex Cranes
business.

"I am pleased to accept this new challenge and look forward to
taking Terex Cranes to the next level as an industry leader,"
commented Mr. Filipov. "We have had a successful and difficult
year in 2003, considering the economics in the crane business.
Following the acquisition of Demag Mobile Cranes a little over one
year ago, we restructured the business and have built a strong
base for our segment going into 2004."

In a related move, Dani Goldsmith has been appointed President of
North American Crane Operations for Terex Cranes and Alexander
Knecht has been appointed President of Terex Cranes International.
Dani has been serving as Chief Financial Officer for the Crane
Group worldwide and Alex has been serving as Managing Director of
Demag. Both will report to Steve Filipov. These changes are
effective January 1, 2004.

Terex Corporation (S&P, BB- Corporate Credit Rating, Stable) is a
diversified global manufacturer based in Westport, Connecticut,
with 2002 revenues of $2.8 billion. Terex is involved in a broad
range of construction, infrastructure, recycling and mining-
related capital equipment under the brand names of Advance,
American, Amida, Atlas, Bartell, Bendini, Benford, Bid-Well, B.L.
Pegson, Canica, Cedarapids, Cifali, CMI, Coleman Engineering,
Comedil, CPV, Demag, Fermec, Finlay, Franna, Fuchs, Genie,
Grayhound, Hi-Ranger, Italmacchine, Jaques, Johnson-Ross,
Koehring, Lectra Haul, Load King, Lorain, Marklift, Matbro,
Morrison, Muller, O&K, Payhauler, Peiner, Powerscreen, PPM, Re-
Tech, RO, Royer, Schaeff, Simplicity, Square Shooter, Telelect,
Terex, and Unit Rig. Terex offers a complete line of financial
products and services to assist in the acquisition of Terex
equipment through Terex Financial Services. More information on
Terex can be found at http://www.terex.com


THAXTON RBE: Case Summary & 50 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Thaxton RBE, Inc.
             P.O. Box 1069        
             Lancaster, South Carolina 29721
             dba Thaxton Insurance Group, Inc.
             dba Auto Cycle Insurance Agency, Inc.
             dba Auto Security Agency
             dba The Insurance Shoppe
             dba Auto Security Agency/Safeguard
             dba American United Insurance Agency
             dba Lakeside Insurance Agency
             dba National Insurance Centers

Bankruptcy Case No.: 03-34243

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                             Case No.
     ------                                             --------
     Thaxton Life Partners, Inc.                        03-34244
     Thaxton Reinsurance Ltd.                           03-34245
     Thaxton Insurance Group of Arizona, Inc.           03-34246
     Claims Management Services, Inc.                   03-34247
     U.S. Financial Group Agency, Inc.                  03-34248
     Thaxton Insurance Group of Nevada, Inc.            03-34249
     Thaxton Insurance Group of New Mexico, Inc.        03-34250
     Oasis Insurance Agency, Inc.                       03-34251
     Summerlin Insurance Agency, Inc.                   03-34253

Type of Business: The Debtors are affiliates of The Thaxton Group,
                  Inc., a diversified consumer financial services
                  company

Chapter 11 Petition Date: November 11, 2003

Court: Western District of North Carolina (Charlotte)

Judge: George R. Hodges

Debtors' Counsel: S. Andrew Jurs, Esq.
                  Poyner & Spruill, LLP
                  301 S. College Street
                  Suite 2300
                  Charlotte, NC 28202
                  Tel: 704-342-5301
                  Fax: 704-342-5264

Estimated Assets: $1 Million to $10 Million  

Estimated Debts: $10 Million to $50 Million  

Debtors' 50 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Assurant Reinsurance of     Reinsurance Contract   $33,289,092  
the Turks and Caicos,      Balance
Ltd.  
11222 Quail Roost Drive
Miami, FL 33157-6596

Frank G. Burt
Jorden Burt LLP
1025 Thomas Jefferson St.
N.W.
Suite 400 East
Washington, DC 20007-5208

James N. Whyte              Contract Balance        $1,242,285
8400 East Prentice Avenue
#1125
Greenwood Village, CO 80111

CCC, Inc.                   Promissory Note         $1,000,000
1663 Katy Lane
Fort Mill, SC 29708-0000

Marion F. Sistare           Promissory Note           $729,528
And/or Rhonda F. Sistare
2561 Old Camdem Monroe Hwy
Lancaster, SC 29720-0000

Perry L. Mungo              Promissory Note           $718,148
216 Anderson Street
Pageland, SC 29728-0000

P.F. Mungo and Perry L.     Promissory Note           $594,223
Mungo, Inc.
216 Anderson Street
Pageland, SC 29728-0000

Janet Mangum                Promissory Note           $450,804
105 Pepperridge Lane
Monroe, NC 28110-0000

Joann M. Jordan             Promissory Note           $448,671
Route 4, Box 288
Pageland, SC 29728-0000

David A. Osteen, Sr.        Promissory Note           $432,103
1572 Ross Road
Elgin, SC 29045-0000

Charles Picklesimer         Promissory Note           $420,418
484 Timberview Drive
Marysville, OH 43040-0000

Jimmy M. Jordan             Promissory Note           $408,816
719 E. McGregor Street
Pageland, SC 29728-0000

R. William Burch            Promissory Note           $394,887
PO Box 1441
Silver Springs, FL
00003-4489

David L. Baskin, Sr.        Promissory Note           $389,154
4635 Musket Road
Heath Springs, SC 00002-9058

Jesus M. Alvarez            Promissory Note           $388,163
1136 Deardon Drive
Venice, FL 00003-4292

Charles Y. Workman          Promissory Note           $375,598
PO Box 37118
2060 Old Eury Road
Rock Hill, SC 29732-0000

Kevin Kirsh                 Promissory Note           $356,407
PO Box 443
Clover, SC 29710-0000

H & K Interiors, Inc.       Promissory Note           $335,956
PO Box 158
Pageland, SC 29728-0000

Claude R. Demby             Promissory Note           $332,898
PO Box 603
Pageland, SC 29728-00000

Prime Rate Premium          Trade Debt                $323,703
Finance

Michael E. Parrish          Promissory Note           $315,391
1574 Firetower Road
Rock Hill, SC 29730-0000

S. David Barefoot           Promissory Note           $315,330
1123 Windy Grove Road
Charlotte, NC 28279-9232

Norman L. Moinska Rev       Promissory Note           $315,313
Liv Tst
6480 Shier-Rings Road
PO Box 483
Dublin, OH 43017-0000

Farrell G. Broach           Promissory Note           $300,000           
1343 Cedar Pine Lake Rd.
Lancaster, SC 00002-9720

Robert J. Lambert           Promissory Note           $300,000
PO Box 780
Waxhaw, NC 28173

Floyd W. Cauthen            Promissory Note           $299,281
PO Box 215
Heath Springs, SC
29058-0000     

Betty P. Pruitt             Promissory Note           $292,797
1181 High Point Church Rd
Pageland, SC 298058-0000

Zeb W. Stevenson, Jr.       Promissory Note           $291,904
PO Box 302
Jefferson, SC 29718-0000

John W. Stevenson, Jr.      Promissory Note           $290,000
101 Sunset Drive
Union, SC 29379-0000

Janice P. Demby             Promissory Note           $284,980
28984 Hwy 9
Pageland, SC 29728-0000

Everett H. Demby            Promissory Note           $259,894
306 E. Main Street
Chesterfield, SC 29709

Charles H. Burris           Promissory Note           $250,000
PO Box 544
Clover, SC 29710-0000

Philip D. Grant             Promissory Note           $255,287

William C. Moore            Promissory Note           $205,000

Billy Hensley               Promissory Note           $203,189

Jack R. Tyner, Sr.          Promissory Note           $200,000

Bobby L. Knight, Sr.        Promissory Note           $194,584

Jonathan S. Coleman         Promissory Note           $182,808

William M. Payne            Promissory Note           $179,335

Lucy K. Simpson             Promissory Note           $173,184

Joe D. Falls                Promissory Note           $170,850

Charles L. Mathis           Promissory Note           $166,621

Insurance Billing Service   Trade Debt                $159,999

W I Simpson                 Promissory Note           $158,355

L.C. McAteer                Promissory Note           $153,034

W.A. Westmoreland           Promissory Note           $150,687

Robert Miesse               Promissory Note           $150,000

Donna B. Harrington         Promissory Note           $150,000

Gregory L. Spray            Promissory Note           $145,961

Dean Curtis                 Promissory Note           $143,528

Herbert Kirsh               Promissory Note           $139,356


UNITED AIRLINES: Seeks Third Lease Decision Period Extension
------------------------------------------------------------
The United Airlines Debtors ask Judge Wedoff to extend the
deadline by which they must assume or reject their unexpired non-
residential real property leases under Section 365(d)(4) of the
Bankruptcy Code.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, explains that
the Debtors have already successfully stabilized their business
operations, radically transformed their cost structure, achieved
substantial cost savings and produced revenue enhancements.  
However, numerous complex factors are not fully resolved,
including capital structure, fleet rationalization, relationships
with airline and non-airline business partners, pension
liabilities and exit financing.

"With such continued uncertainty, the Debtors are facing a
365(d)(4) Deadline expiring on December 15, 2003," Mr. Sprayregen
warns.  Forcing the Debtors to meet this deadline requires that
the assumption, rather than the rejection, of a disproportionate
number of their unexpired leases to retain the flexibility to
implement restructuring activities.  These assumptions would
occur without a complete understanding of the long-term costs and
benefits.  The sums under discussion are not small.  By assuming
the remaining unexpired leases, the Debtors would take on over
$10,000,000,000 in future rent and other liabilities and waive
any benefits of the cap on lease rejection damage imposed by
Section 502(b)(6).  Because the Debtors' landlords would not be
prejudiced by a further extension, the Debtors should not be
saddled with the additional administrative liabilities while
attempting to resolve many other issues that precede a
reorganization plan and disclosure statement.

As a result, the Debtors ask the Court to extend their Lease
Decision Period through and including the date on which a plan is
confirmed in their Chapter 11 Cases.

Judge Wedoff will convene a hearing to consider the Debtors'
request on November 21, 2003. (United Airlines Bankruptcy News,
Issue No. 31; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


VLASIC FOODS: Successor Company Files October 2003 Status Report
----------------------------------------------------------------
VFB LLC, as successor through a Chapter 11 reorganization process
to Vlasic Foods International, is not required to file many of
the reports that Vlasic had to file with the Court or U.S.
Trustee when Vlasic was still in bankruptcy.  Pursuant to the
Second Amended Joint Plan of Distribution of VF Brands, and
certain affiliates, VFB is also not required to file the same
type of reports as public corporations.  Accordingly, as matters
progress, new public information on VFB has been largely limited
to court filings and press releases related to ongoing
litigation.  In 20 months post-bankruptcy, VFB presents a Status
Report that seeks to address the needs of VFB's members --
certain creditors of the former Vlasic -- for more current
information.

                           Expenses

According to VFB, administration of the estate has turned out to
be much more costly than was expected.  Several facts have
accounted for the higher costs:

   (1) Claims administration, while proceeding more or less as  
       expected in terms of what VFB expects the final
       allowed amounts to be, has turned out to involve far more
       time and legal expense than was contemplated in the
       Disclosure Statement.  The increased costs primarily
       result from the Court being very careful in processing the
       Debtors' objections to claims;

   (2) A number of post-closing issues with Pinnacle have
       required substantial input from VFB's Professionals; and

   (3) The completion of all of the tasks necessary to close the
       VFB estate is taking considerably longer than earlier
       contemplated, thereby in resulting additional costs for
       administration.

Furthermore, the Money's Mushroom cases have required a lot of
time and expense to resolve.  VFB had to pay not only its own
legal costs, but also the banks' costs.  The banks' legal bills
have been quite high.  The settlement with Money's has cost VFB
$2,000,000 and added at least another $3,000,000 to claims and
perhaps as much as $9,000,000.

Investigation and pursuit of VFB's causes of action are
proceeding in what VFB believes to be a favorable direction.  
However, VFB's costs, which it hopes to recover many times over,
have proven to be substantially more costly than contemplated in
the Disclosure Statement.

                   Claims Population and Status

As of October 2003, 1,913 claims have been filed with the court-
appointed claims agent or were scheduled as having a claim
against the estate by the Debtors.  Numerous creditors have filed
more than one claim against the estate.  

The total face value of the claims filed, exclusive of the claims
related to the secured bank debt, was $440,400,000.  The face
value of claims awaiting resolution is $5,700,000.  By
contrasting the face value of claims awaiting resolution to the
face value of the total claims body, 1.3% of the claims are
awaiting resolution, while 98.7% have been resolved.

                       Claims Distributions

VFB has made distributions to allowed administrative, secured,
priority and convenience class claimants.  As of October 2003,
1,296 creditors have been issued $3,140,774.  A distribution
reserve related to these claims remaining in these distribution
classes has been created and currently totals $2,035,000.  The
resolution of the claims reserved is expected to fall in a range
from zero to $2,035,000.

      General Unsecured Creditors -- LLC Membership Interests

The LLC Operating Agreement authorizes the issuance of
250,000,000 membership interests.  Currently, VFB has created
membership interests for 205 creditors with claims totaling
$220,800,000.  An additional four creditors with disputed claims,
expected to resolve for between zero and $6,200,000, will be
eligible for membership interests after the resolution of their
claims.  

The ultimate resolution of the claims in this class is expected
to fall in a range from $220,000,000 to $230,000,000.  On
June 20, 2003, an initial distribution of 6% was made to allowed
and eligible members based on an estimated 230,000,000 membership
interests.  The distribution, including employer payroll taxes
withheld in respect of members who were wage claimants, totaled
$12,919,621.  A distribution reserve of approximately $900,000
has been created for bondholders whose letters of transmittal are
pending and for liquidated and unliquidated disputed claims.

             Limitations of LLC Membership Interests

In general, the transfer of LLC membership interests is
restricted.  The prior consent of VFB is required for any sale or
transfer of a LLC membership interests to be effective.

                      Collection of Assets

Integral to the determination of distributions are the recoveries
or collections on assets that VFB has made and still need to
make.  The more significant collections made and those that
remain pending include:

A. UK Liquidation

   Through October 31, 2003 U.K. subsidiaries have distributed
   $25,500,000.  The subsidiaries have retained GPB500,000 or
   $800,000 until the liquidation of the U.K. subsidiaries is
   finalized.  Completion is scheduled for early 2004.

B. Canadian Liquidation

   VFB's Canadian subsidiary's cash balance is CND4,000,000 or
   $3,000,000.  These funds are expected to be distributed by the
   end of 2003 after the resolution of certain withholding tax
   issues.  

C. Pinnacle Warrants

   VFB holds warrants to acquire shares in Pinnacle Foods
   Corporation.  The warrants have an exercise price of $3 per
   share.  Pinnacle announced its purchase by certain parties on
   August 8, 2003.  On August 13, 2003 Pinnacle noticed all
   Pinnacle warrant holders of the pending acquisition or merger.  
   The acquisition or merger agreement provides a "cash-out"
   provision for warrant holders.  Under this provision, warrant
   holders are entitled to receive cash in excess of the
   warrant's $3 per share exercise price.  The cash received in
   the merger is expected to be below $3 per share.  As a result
   of the cash-out provision, the warrants will be valueless.

D. Bank Default Interest

   Earlier in 2003, VFB and the Bank Group entered into a
   settlement agreement resulting in the Bank Group's release of
   their claim for unpaid default interest under the terms of the
   Senior Credit Facility between Vlasic and the Bank Group.  
   This release removed the lien of the Bank Group on a VFB bank
   account, thereby freeing up $2,500,000 in cash.

E. Pension Surplus

   During August of 2003, VFB finalized the termination of their
   defined benefit pension plan.  Having distributed all benefits
   due to participants either in the form of lump sum payments
   or annuities pursuant to an annuity contract with a major
   insurance company, the pension plan distributed the remaining
   assets to VFB.  Net of federal excise taxes paid, VFB received
   $1,500,000 from the termination of the pension plan.

F. Tax Refunds

   VFB has claimed and filed for state and federal refunds
   totaling $365,000.  Through October 31, 2003, $297,000 of the
   refunds have been received.

G. Tax Credits

   VFB held tax credits in Arkansas and Nebraska.  The Arkansas
   credits were sold to Pinnacle Foods Corporation for $400,000
   in July 2003.  The Nebraska credits were audited by the state
   and passed audit in September 2003.  At the conclusion of the
   audit, the state refunded $360,000 to VFB.  Pinnacle Foods
   Corporation and VFB are now in negotiations for the sale of
   the remaining Nebraska credits.

H. Recovery on Preferential Transfers and Postpetition Payments

   After an extensive investigation into the payments made during
   the 90-day period prior to the Petition Date, VFB sought to
   avoid preferential transfers and postpetition payments made to
   seven former vendors of the Debtors in January 2003.  As of
   October 2003, six of the seven adversary actions have been
   resolved.  It is currently estimated that amount recovered in
   cash and the cash value of reduced claims against the estate
   will exceed $1,000,000.

I. Upside Potential

   The Debtors hope that a number of contingent recoveries may
   result in much higher, distributions to VFB members.  In
   particular:

      (a) VFB's affirmative litigations, especially the case
          against Campbell, provides the potential for a very
          substantial recovery; and

      (b) various unliquidated assets, including potentially
          higher than assumed refund of workers' compensation
          funds held by Travelers Insurance Co., possible
          additional tax refunds, values derived from the sale of
          tax credits and collections on any outstanding
          preference matters may generate additional value for
          VFB.

                    The Case Against Campbell

Through its First Amended Complaint filed August 29, 2002, VFB
seeks recovery of more than $200,000,000 from Campbell Soup
Company pursuant to the terms of the New Jersey Uniform
Fraudulent Transfer Act, the New Jersey Fraudulent Conveyance
Act, general principles of New Jersey corporate and common law
and the Bankruptcy Code.  The transaction at issue involved a
March 30, 1998 tax-free spin-off of various Campbell businesses
transferred to Vlasic.

Fact discovery is substantially completed.  Trial will be before
federal district Judge Kent Jordan commencing on March 22, 2004.

        Tax Information Regarding Membership Distributions

The State of New Jersey imposes a special tax on Limited
Liability Companies.  The Tax has two parts:

   (1) a filing fee of $150 per partner each time the return
       is filed; and

   (2) a mandatory withholding on income for all non-resident
       partners.

To the extent that VFB has partnership income as a result of
certain recoveries, this law requires VFB to withhold 6.37% for
individuals and 9% for all others, of the non-residents' share of
partnership income for the taxable year.  Where applicable, non-
resident partners will then have to file for refunds.

                     Timing of Distributions

On October 22, 2003 the VFB LLC Board authorized a distribution
of 4% to allowed and eligible Class 5 Claims.  The Distribution
has been set for December 12, 2003.  (Vlasic Foods Bankruptcy
News, Issue No. 41; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


WEIRTON: Deutsche Bank Blocks Disclosure Statement Approval
-----------------------------------------------------------
Deutsche Bank Trust Companies Americas acts as Indenture Trustee
under:

    -- an Indenture between Weirton Steel and Bankers Trust
       Company, as Trustee, dated as of July 3, 1996 respecting
       the issuance by the Debtor of 11-3/8% Senior Notes Due 2004
       in the original principal amount of $125,000,000; and

    -- an Indenture between the Debtor and Bankers Trust Company,
       as Trustee, dated as of June 12, 1995 respecting the
       issuance by the Debtor of 10-3/4% Senior Notes Due 2005 in
       the original principal amount of $125,000,000.

Deutsche Bank asserts that the Disclosure Statement does not
provide adequate information.  For one, the Debtor acknowledged
that in filing its Disclosure Statement and Plan of
Reorganization, it did so without having negotiated with many of
its creditor constituencies.  Therefore, significant details of
creditor treatment under the Plan are absent.  Quite clearly, any
creditor being asked to vote on a plan must be provided, at a
minimum, information on the value of distributions, which it will
receive under the Plan.

Deutsche Bank submits that in order for the Disclosure Statement
to provide adequate information to creditors, the Disclosure
Statement and Plan should include this language:

A. These definitions should be referred to in the Disclosure
   Statement, or adopted from the Plan:

   * Deutsche Bank means Deutsche Bank Trust Company Americas,
     as successor indenture trustee under the Indenture for
     the 10-3/4% Senior Notes Due 2005 and the Indenture for
     the 11-3/8% Senior Notes Due 2004.

   * 2004 Senior Note means the Debtor's 11-3/8% Senior Notes
     due 2004 in the original aggregate amount of
     $125,000,000, issued pursuant to and governed by the 2004
     Senior Note Indenture.

   * 2005 Senior Note means the Debtor's 10-3/4% Senior Notes
     due 2005 in the original aggregate amount of
     $125,000,000, issued pursuant to and governed by the 2005
     Senior Note Indenture.

   * 2004 Senior Note Claim means any Claim evidenced by or
     arising out of the 2004 Senior Notes, except for any
     Claims of Deutsche Bank, as Indenture Trustee, pursuant
     to Section ___ of the 2004 Senior Note Indenture which
     are treated as Administrative Claims.

   * 2005 Senior Note Claim means any Claim evidenced by or
     arising out of the 2005 Senior Notes, except for any
     Claims of Deutsche Bank, as Indenture Trustee, pursuant
     to Section ___ of the 2005 Senior Note Indenture which
     are treated as Administrative Claims.

   * 2004 Senior Note Indenture means that certain Indenture
     between [the Debtor] and Bankers Trust Company, as
     Trustee, dated as of July 3, 1996 respecting the issuance
     of 11-3/8% Senior Notes Due 2004 in the amount of
     $125,000,000.

   * 2005 Senior Note Indenture means that certain Indenture
     between [the Debtor] and Bankers Trust Company, as
     Trustee, dated as of June 12, 1995 respecting the
     issuance of 10-3/4% Senior Notes Due 2005 in the amount
     of $125,000,000.

B. This language should be included in the Plan:

   Section ___: 2004 Senior Notes and 2005 Senior Notes

   (a) Cancellation of 2004 Senior Note Indenture and the 2005
       Senior Note Indenture

       On the Effective Date, the 2004 Senior Note Indenture and
       the 2005 Senior Note Indenture will, except as otherwise
       expressly provided in the Plan, be deemed cancelled,
       terminated and of no further force or affect.
       Notwithstanding the foregoing, the cancellation of the
       2004 Senior Note Indenture and the 2005 Senior Note
       Indenture will not impair the rights and duties under the
       2004 Senior Note Indenture and the 2005 Senior Note
       Indenture as between Deutsche Bank, and the beneficiaries
       of the trusts created thereby, or as between Deutsche Bank
       and the Debtor, as set forth in the 2004 Senior Note
       Indenture, including, without limitation, the rights of
       Deutsche Bank to compensation and indemnity from the
       Debtor and to enforce its charging lien pursuant to the
       2004 Senior Note Indenture and the 2005 Senior Note
       Indenture.  The 2004 Senior Notes and the 2005 Senior
       Notes will not be cancelled other than pursuant to Section
       ___ of this Plan and, until the cancellation, the Notes
       will be evidence of the entitlement of the holders thereof
       to receive distributions of property from the Debtor under
       the terms of this Plan.

   (b) Termination of Deutsche Bank's Duties and Release of
       Deutsche Bank

       Subsequent to the performance of Deutsche Bank required
       under the provisions of this Plan and Confirmation Order
       and under the terms of the 2004 Senior Note Indenture and
       the 2005 Senior Note Indenture, Deutsche Bank and its
       successor and assigns will be relieved of all obligations
       associated with the 2004 Senior Note Indenture and the
       2005 Senior Note Indenture.

C. This language should be added to the Disclosure Statement:

                 Description of Class 6 Claimants

   The Disclosure Statement at page 36 should specifically
   identify claims arising from the 2004 Senior Notes for
   $13,214,941 and the 2005 Senior Notes for $17,160,400 and the
   relevant indentures as comprising a portion of the Claims in
   Class 6.

               Additional Provisions With Respect to
         Holders of 2004 Senior Notes and 2005 Senior Notes

   Section 5.2 of the Plan sets forth certain procedures
   applicable to distributions under the Plan, including
   distributions on account of the 2004 Senior Notes and the 2005
   Senior Notes and the Indentures.  Notwithstanding Section 5.2
   of the Plan, only those holders of record on the transfer
   ledgers for the 2004 Senior Notes and the 2005 Senior Notes as
   of the close of business on the date the Disclosure Statement
   is approved will be entitled to vote on the Plan as members of
   Class 6.

   The transfer ledgers for the 2004 Senior Notes and the 2005
   Senior Notes will be closed as of the close of business on the
   Confirmation Date.  Thereafter, both the Debtor and Deutsche
   Bank will be entitled to recognize only the record holders on
   the transfer ledgers as of the close of business on the
   Confirmation Date for all purposes under the Plan.

   All distributions to holders of 2004 Senior Notes and 2005
   Senior Notes will be made through Deutsche Bank.  In order to
   receive distributions as on account of their 2004 Senior
   Note Claims and 2005 Senior Note Claims, holders of 2004
   Senior Notes and 2005 Senior Notes must surrender their notes
   to the indenture trustee by the third anniversary of the
   Effective Date.  (In the event that the securities have been
   lost, stolen, destroyed or mutilated, Section ___ of the 2004
   Senior Note Indenture and Section of the 2005 Senior Note
   Indenture sets forth certain alternative procedures that will
   permit the holder to participate in distributions under the
   Plan by delivering an executed affidavit of loss and indemnity
   and an appropriate bond.)  Funds distributed under the Plan
   with respect to securities that are not surrendered by the
   third anniversary of the Effective Date will be reallocated
   among the remaining members of Class 6.

   Deutsche Bank is entitled under the 2004 Senior Note Indenture
   and the 2005 Senior Note Indenture to receive compensation,
   including reasonable compensation, disbursements and expenses
   of their agents and legal counsel, from the Debtor for
   services rendered by it in connection with the surrender and
   cancellation of the 2004 Senior Notes and the 2005 Senior
   Notes and in making distributions to holders thereof pursuant
   to the Plan.  Deutsche Bank is also entitled to apply, if
   necessary, distributions to the holders of 2004 Senior Notes
   and 2005 Senior Notes under the Plan to its own claims for
   compensation or reimbursement of costs, expenses and
   disbursements, including those of their agents and attorneys,
   or to assert a charging lien on such distributions, in
   accordance with relevant provisions of the 2004 Senior Note
   Indenture and the 2005 Senior Note Indenture.

   Deutsche Bank will be indemnified by the Debtor for any loss,
   liability or expense it incurs in connection with the
   performance of its duties under the Plan to the extent
   provided in the 2004 Senior Note Indenture and the 2005 Senior
   Note Indenture.

   Deutsche Bank may file a claim pursuant to Section ___ of the
   2004 Senior Note Indenture and the 2005 Senior Note Indenture
   for compensation for services rendered by it under the
   indentures which will be treated either as a Class 6 claim or
   as an Administrative Expense Claim.  Any distribution to
   Deutsche Bank under the Plan in respect to the Claim will
   reduce the lien on the Class 6 distribution to holders of 2004
   Senior Notes and 2005 Senior Notes securing the Claim.

        Cancellation of Indentures and Release of Trustee

   Section ___ of the Plan provides the following with respect to
   the cancellation of the 2004 Senior Notes and the 2005 Senior
   Notes and the relevant indentures, and the release of Deutsche
   Bank as Indenture Trustee under those instruments.

   On the Effective Date, the 2004 Senior Note Indenture and the
   2005 Senior Note Indenture will be deemed cancelled,
   terminated and of no further force or effect, other than as
   specifically set forth in the Plan.  The cancellation of these
   indentures and notes will not, however, impair the rights of
   holders of the 2004 Senior Notes and the 2005 Senior Notes to
   receive distributions on account of their claims pursuant to
   the Plan.  Neither will it impair the rights and duties under
   the 2004 Senior Note Indenture and the 2005 Senior Note
   Indenture as between Deutsche Bank and the beneficiaries of
   the trusts created thereby, or as between Deutsche Bank and
   the Debtor, including, without limitation, the rights of
   Deutsche Bank to compensation and indemnity from the Debtor
   and to enforce its lien granted under the 2004 Senior Note
   Indenture and the 2005 Senior Note Indenture.  The 2004 Senior
   Notes and the 2005 Senior Notes may not be cancelled other
   than pursuant to Section ___ of the Plan described in Section
   of this Disclosure Statement and, until so cancelled, the
   notes will be evidence of the entitlement of the holder
   thereof to receive distributions of property from the Debtor
   under the Plan.

   Pursuant to the 2004 Senior Note Indenture and the 2005 Senior
   Note Indenture, Deutsche Bank is entitled to apply, if
   necessary, a portion of the distributions that it receives
   under the Plan on behalf of the beneficiaries under the
   instruments, an a priority basis, to its compensation and its
   costs, expenses and disbursements until its compensation and
   the expense reimbursement claims are satisfied in full.    
   Furthermore, as security for the compensation and the expense
   reimbursements, Deutsche Bank is entitled to assert a lien for
   this purpose granted to the indenture trustee under the 2004
   Senior Note Indenture and the 2005 Senior Note Indenture.  As
   a result, amounts received by holders of the 2004 Senior Notes
   and the 2005 Senior Notes may be less than the gross
   distributions actually provided for under the Plan, as a
   result of the payment of compensation and expense
   reimbursement claims of Deutsche Bank.

   Once it has completed performance of all duties set forth in
   the Plan and Confirmation Order and under the terms of the
   2004 Senior Note Indenture and the 2005 Senior Note Indenture,
   Deutsche Bank, and its successors and assigns, will be
   relieved of all obligations as indenture trustee under the
   2004 Senior Note Indenture and the 2005 Senior Note Indenture.

                     Waiver of Subordination

  The distributions to the holders of 2004 Senior Notes and 2005
  Senior Notes will not be subject to levy, garnishment,
  attachment or other legal process by any holder of a purported
  senior Claim by reason of claimed contractual subordination
  rights, or otherwise.  On the Confirmation Date, all Creditors
  will be deemed to have waived any and all contractual
  subordination rights which they may have with respect to the
  distributions, except as otherwise expressly provided in the
  Plan.

Accordingly, Deutsche Bank asks the Court to sustain its
Objection and require the Debtor to include the proposed language
in the Disclosure Statement. (Weirton Bankruptcy News, Issue No.
13; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


XECHEM INT'L: Wiss & Company Bolts from Auditing Engagement
-----------------------------------------------------------
On October 4, 2003, Xechem International, Inc. received a letter
from Wiss & Company, LLP,  the Company's independent public
accountants, dated September 30, 2003. In the letter, Wiss
informed the Company that it had decided to discontinue providing
audit services to SEC clients and was exiting this practice area.
However, Wiss also advised the Company by letter dated
November 10, 2003 that it would continue to provide services to
the Company through  December 1, 2003, which would include review
of the Company's financial statements for the three months ended
September 30, 2003.  The Company had engaged Wiss on December 13,
2002.

In its letter, Wiss stated that its decision was based on a
variety of business factors,  including the recent rash of
legislation changes enacted following the passing of the  
Sarbanes-Oxley Act of 2002.

The Company has not yet selected replacement independent public
accountants for Wiss; however, it is presently interviewing
candidates.  

Wiss' reports on the Company's consolidated financial statements
for the past year, which is the only year for which it provided
accounting services during its recent engagement, contained a
statement that there were doubts about the ability of the Company
to continue as a going concern.


* Fitch Releases Strategies for Value in Distressed Project Debt
----------------------------------------------------------------
Fitch Ratings published a new diagnostic approach to assessing the
potential value of a distressed project and, where possible,
maximizing capital recovery.

"Different investors have different perceptions of value, so when
considering the restructuring options for distressed project debt,
it is wise to factor in the motivation of all investor classes,"
said Doug Harvin, senior director, Fitch Ratings. "When a project
is in distress, the gamesmanship between investors can lead to a
broad range of outcomes."

The new report notes that although a variety of factors contribute
to the overall credit quality of a project, restructurings are
usually the result of insufficient cash. The first step in the
restructuring process, Fitch advises, is to understand the cause
of the shortfall and what, if anything, will resolve the problem.

"There are several sources of distress for project debt, including
construction challenges, technology deficiencies, cost escalation
and revenue deterioration," said Harvin. "Additionally,
counterparty failure has become an increasingly frequent source of
financial distress on projects."

The report also advises on various options and strategies for
realizing the greatest value in the distressed project, concluding
that it is important to consider the effect of timing, the
potential to enhance value and the realities of selling assets.
Fitch notes that wildcards, such as bankruptcy consolidation or
regulatory intervention, could alter the dynamics of restructuring
a distressed project.

The report will be the subject of a presentation at Fitch Ratings
Annual Project Finance Seminar on Nov. 18, 2003 between 8:30 a.m.
and 12:00 p.m. at Fitch's New York offices at One State Street
Plaza. Interested parties may attend at no cost by calling Karen
Daniels at +1-312 368-3152. The report 'Distressed Project Debt:
Strategies for Value' can be found on Fitch's web site
http://www.fitchratings.comby clicking on the 'Project Finance'  
sector and linking to 'Special Reports'.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Alliance Imaging        AIQ         (39)         683       43
Akamai Technologies     AKAM       (168)         230       60
Alaris Medical          AMI         (32)         586      173
Amazon.com              AMZN     (1,353)       1,990      550
Aphton Corp             APHT        (11)          16       (5)
Arbitron Inc.           ARB        (100)         156       (2)
Alliance Resource       ARLP        (46)         288      (16)
Atari Inc.              ATAR        (97)         232      (92)
Actuant Corp            ATU          (7)         361       31
Avon Products           AVP         (91)       3,327       73
Saul Centers Inc.       BFS         (13)         389      N.A.
Blount International    BLT        (369)         428       91
Cincinnati Bell         CBB      (2,104)       1,467     (327)
Cubist Pharmaceuticals  CBST         (7)         221      131
Choice Hotels           CHH        (114)         314      (37)
Columbia Laboratories   COB          (8)          13        5
Caraco Pharm Labs       CPD         (20)          20       (2)
Centennial Comm         CYCL       (579)       1,447      (98)
Echostar Comm           DISH     (1,206)       6,210    1,674
D&B Corp                DNB         (19)       1,528     (104)
WR Grace & Co.          GRA        (222)       2,687      587
Graftech International  GTI        (351)         859      108
Hexcel Corp             HXL        (127)         708     (531)
Integrated Alarm        IASG        (11)          46       (8)
Imax Corporation        IMAX       (104)         243       31
Imclone Systems         IMCL       (186)         484      139
Inkine Pharm            INKP         (6)          14        5
Gartner Inc.            IT          (29)         827        1
Journal Register        JRC          (4)         702      (20)
KCS Energy              KCS         (30)         268      (16)
Kos Pharmaceuticals     KOSP        (75)          69      (55)
Lodgenet Entertainment  LNET       (101)         298       (5)
Level 3 Comm Inc.       LVLT       (240)       8,963      581
Memberworks Inc.        MBRS        (21)         281     (100)
Moody's Corp.           MCO        (327)         631     (190)
McDermott International MDR        (417)       1,278      154
McMoRan Exploration     MMR         (31)          72        5
Maguire Properti        MPG        (159)         622      N.A.
Nuvelo Inc.             NUVO         (4)          27       21
MicroStrategy           MSTR        (34)          80        7
Northwest Airlines      NWAC     (1,483)      13,289     (762)
ON Semiconductor        ONNN       (525)       1,243      195
Petco Animal            PETC        (11)         555      113
Primus Telecomm         PRTL       (168)         724       65
Per-Se Tech Inc.        PSTI        (39)         209       32
Qwest Communications    Q        (2,830)      29,345     (475)
Rite Aid Corp           RAD         (93)       6,133    1,676
Ribapharm Inc           RNA        (363)         199       92
Sepracor Inc            SEPR       (392)         727      413
Sigmatel Inc.           SGTL         (4)          18       (1)
St. John Knits Int'l    SJKI        (76)         236       86
I-Stat Corporation      STAT          0           64       33
Syntroleum Corp.        SYNM         (1)          47       14
Town and Country Trust  TCT          (2)         504      N.A.
Tenneco Automotive      TEN         (75)       2,504      (50)
Thermadyne Holdings     THMD       (665)         297      139
TiVo Inc.               TIVO        (25)          82        1
Triton PCS Holdings     TPC         (60)       1,618      173
UnitedGlobalCom         UCOMA    (3,040)       5,931   (6,287)
United Defense I        UDI         (30)       1,454      (27)
Ultimate Software       ULTI         (7)          31      (10)
UST Inc.                UST         (47)       2,765      829
Valassis Comm.          VCI         (33)         386       80
Valence Tech            VLNC        (17)          36        4
Ventas Inc.             VTR         (54)         895      N.A.
Warnaco Group           WRNC     (1,856)         948      471
Western Wireless        WWCA       (464)       2,399     (120)
Xoma Ltd.               XOMA        (11)          72       30

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR, is
provided by DebtTraders in New York. DebtTraders is a specialist
in global high yield securities, providing clients unparalleled
services in the identification, assessment, and sourcing of
attractive high yield debt investments. For more information on
institutional services, contact Scott Johnson at 1-212-247-5300.
To view our research and find out about private client accounts,
contact Peter Fitzpatrick at 1-212-247-3800. Real-time pricing
available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Bernadette C. de Roda, Donnabel C. Salcedo, Ronald P.
Villavelez and Peter A. Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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