TCR_Public/031119.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, November 19, 2003, Vol. 7, No. 229   

                          Headlines

ACCLAIM ENTERTAINMENT: Sept. 28 Net Capital Deficit Tops $55MM
ADEPT TECHNOLOGY: Inks Definitive Pacts for Equity Financing
AES GENER: Fitch Places Sr. Unsecured Ratings on Watch Positive
AILEEN STORES: Administrative Claims Paid in Part & Case Dismissed
AIR CANADA: CCAA Filing Exposes NAV CANADA to $44-Mill. Bad Debt

ALASKA AIRLINES: Harrison Named Internal Audit Managing Director
ALTERRA HEALTHCARE: Sept. 30 Net Capital Deficit Widens to $554M
AMERADA HESS: S&P Rates Preferred Stock Issuance at BB+
ANC RENTAL: Earns Nod to Expand Ernst & Young Engagement Scope
APPLIED EXTRUSION: Sets Fiscal 2003 Conference Call for Tuesday

ARMSTRONG: Creditors' Committee Threatens to Sue Directors
BETHLEHEM STEEL: Takes Actions to Challenge Various Tax Claims
BOB'S STORES: The Altman Group Hired as Claims and Notice Agent
C-BASS: Fitch Affirms 5 Low-B Note Class Ratings
CONCENTRA OPERATING: Prices Senior Subordinated Note Financing

CONE MILLS: Signs-Up Schell Bray as Special Corporate Counsel
CORRPRO COS.: Bankruptcy Filing Likely if Recapitalization Fails
COVANTA ENERGY: Court Approves Agreement with CEO Scott Mackin
CROWN CASTLE: S&P Junks Planned $300 Million Senior Notes Rating
DELCO REMY: Files Patent Infringement Suits vs. NSA Corp. et al.

DENBURY: Completes Sale of CO2 Assets to Genesis Energy for $24M
DSI TOYS INC: Sunrock Pushes for Rapid Toy Inventory Liquidation
ENRON CORP: Various Creditors Sell Claims Totaling $54 Million
EQUIFIN INC: Red Ink Continued to Flow in Third-Quarter 2003
EQUISTAR CHEMICALS: Commences $200MM Sr. Note Private Placement

EXIDE TECHNOLOGIES: Wants to Pull Plug on Princeton Office Lease
FEDERAL-MOGUL: Balks at 2,700 Asbestos Property Damage Claims
FERRELLGAS PARTNERS: Declares First Quarter Cash Distribution
FINOVA: Finova Portfolio Files Final Chapter 11 Case Report
FLEMING: Asks Court to Fix Jan. 15, 2004 Admin. Claims Bar Date

FLEXTRONICS: Will Host Mid-Quarter Conference Call on December 2
FX ENERGY: Rolls-Royce Converts $3.3 Million Debt into Equity
GALEY & LORD: Files Plan and Disclosure Statement in New York
GBC BANCORP: Fitch Withdraws BB Debt Rating After Redemption
GENESIS HEALTH: Declares Preferred Purchase Rights Dividend

GINGISS GROUP: Taps Bank One as Claims and Notice Agent
GLOBAL CROSSING: Expansion of Ernst & Young Engagement Approved
GLOBALSTAR LP: Court to Consider Proposed Asset Sale Tomorrow
GREEN VALLEY RANCH: S&P Assigns B+ Credit & Bank Loan Ratings
H.C. CO: Wants to Appoint Trustee or Convert Cases to Chapter 7

HORIZON PCS: Withdraws Registration Statement for Share Resales
IMAGEWARE SYSTEMS: Little Bear Participates in Private Placement
IMAX CORP: S&P Ups Junk-Level Corporate Credit Rating to B-
IT GROUP: NCH Pressing for Compliance with Services Agreement
J.A. JONES: Files Liquidating Chapter 11 Plan in North Carolina

LEAP: Cricket Makes Services More Affordable for Consumers
M WAVE INC: Third-Quarter Net Loss Stays Flat at $3 Million Mark
MAGELLAN HEALTH: Challenges Lenders' Fees and Expenses Payment
MASSEY ENERGY: Declares Quarterly Dividend Payable on January 13
MEDIACOM COMMS: Promotes Brian Walsh to Senior Vice President

MEDIACOM COMMS: Promotes Mark Stephan and John Pascarelli to EVP
METRIS COS.: Delays Filing of Sept. Quarter Report on Form 10-Q
MIRANT CORP: Look for Wrightsville Debtors' Schedules by Tuesday
NAT'L CENTURY: NPF XII Subcommittee Hires Klee Tuchin as Counsel
NAT'L STEEL: Gets Clearance to Assume & Assign Electric Contracts

NEW CENTURY: Cash Resources Insufficient to Meet Operating Needs
NOMURA CBO: S&P Maintains Junk Rating on Class A-3 Notes
NORTHLAND CABLE: Sept. 30 Net Capital Deficit Narrows to $25MM
NORTHWESTERN CORP: MDU & Basin Evaluating Utility Opportunities
NRG ENERGY: Court Okays Sale of McClain Facility to Oklahoma Gas

ON COMMAND: Will be Hosting Third-Quarter Teleconference Today
OTISH MOUNTAIN DIAMOND: Hires Morgan & Co. as New Accountants
PAC-WEST: Extends Early Tender Premium Deadline to November 25
PACIFIC GAS: Intends to Defray $15M Plan Implementation Expenses
PARK PHARMACY: Ascendant Solutions Offers to Acquire Assets

PARTNERS MORTGAGE: Committee Bringing-In Cairncross as Counsel
PEMSTAR INC: Will Present at Lehman Bros. Conference Tomorrow
PG&E NATIONAL: ET Committee Signs-Up Sidley Austin as Counsel
PICCADILLY CAFETERIAS: AMEX Intends to Delist Shares
RADIO UNICA: Wants to Pay Up to $350,000 of Critical Vendor Claims

RPBR, LLC: Chapter 11 Case Summary & Largest Unsecured Creditors
ROPER INDUSTRIES: S&P Assigns Low-B Corp. Credit & Debt Ratings
SAFETY-KLEEN: Wants to Sell El Cajon Land for about $1 Million
SCIENTIFIC GAMES: Acquires IGT OnLine Entertainment for $143MM
SMTC CORP: Sept. 28 Balance Sheet Upside-Down by $19 Million

SPIEGEL GROUP: Committee Brings-In Zuckerman Spaeder as Counsel
SYNDICATED FOOD: March 31 Balance Sheet Upside-Down by $1.7 Mil.
TREND HOLDINGS: Auctioning-Off Albuquerque Plant on November 25
TRINITY INDUSTRIES: Completes Long-Term Financing Transaction
TRW AUTOMOTIVE: S&P Revises Outlook over Planned Equity Sale

UNITED AIRLINES: Asks Court to Okay Aircraft Restructuring Pacts
U.S. LIQUIDS: Pursuing Additional Asset Sale to Cut Indebtedness
VLASIC FOODS: Court Approves Settlement Pact with News America
WEIRTON: GE Capital Complains Disclosure Statement is Inadequate
WHEELING-PITTSBURGH CORP: Files First Post-Confirmation Report

WILBRAHAM CBO: S&P Further Junks Ratings on Class B-1/B-2 Notes
WORLDCOM INC: Reports $35 Million Net Loss for September 2003
XO COMMS: Raises $161 Mill. in Initial Stage of Rights Offering

* Richard Hayes Joins Marshack Shulman Hodges as Of Counsel

* Meetings, Conferences and Seminars


                          *********

ACCLAIM ENTERTAINMENT: Sept. 28 Net Capital Deficit Tops $55MM
--------------------------------------------------------------
Acclaim Entertainment, Inc. (Nasdaq: AKLM) announced its financial
results for the second quarter of fiscal year 2004 ended
September 28, 2003.  

During the second quarter of fiscal year 2004, the Company
reported net revenue of $41.3 million and a net loss of $4.0
million or $0.04 per diluted share, compared to net revenue of
$54.1 million and a net loss of $28.2 million or $0.31 per diluted
share for the three months ended August 31, 2002.

For the first half of fiscal 2004, Acclaim reported a net loss of
$22.1 million or $0.21 per diluted share on net revenue of $74.4
million compared to a net loss of $25.7 million or $0.28 per
diluted share on net revenue of $116.9 million during the
comparable period of the prior year.

                       Gross Profit

The Company's gross profit for the second quarter was 51% of net
revenue ($20.9 million) compared to 39% of net revenue ($20.8
million) for the comparable period of the prior year.  The gross
profit percentage increase in the second quarter was primarily the
result of higher margin product sales in the current year and a
decrease in the amortization of capitalized software development
costs.  Gross profit for the first half of fiscal 2004 was $34.0
million (46% of net revenue) compared to $57.0 million (49% of net
revenue) for the comparable period of the prior year.  The gross
profit percentage decrease was primarily due to a lower number of
units sold at lower average selling prices per unit.

              Operating Expenses and Other Expenses

As part of the Company's operating plan, operating expenses for
the second quarter decreased by 51% ($23.3 million) to $22.6
million from $46.0 million for the comparable period of the prior
year.  Operating expenses for the first half of fiscal 2004
decreased by 36% ($28.4 million) to $50.4 million from $78.8
million for the comparable period of the prior year.  These
decreases resulted primarily from management's planned reductions
in the Company's marketing and selling expenses, its general and
administrative expenses, and its research and development costs,
as well as savings realized by the Company from the December 2002
closure of the Company's Salt Lake City software development
studio.

Non-cash financing charges amounted to $1.8 million for the second
quarter of fiscal 2004 and $3.8 million for the first half of
fiscal year 2004.  These charges related primarily to the proposed
issuance of two million shares of the Company's common stock to
each of its Co-Chairmen.

                 New GMAC Domestic Loan Facility

On November 10, 2003, the Company received a term sheet from GMAC
Commercial Finance LLC which provides for the recasting and
modification, in its entirety, of its existing domestic credit
agreement with GMAC.  The term sheet provides for initial
borrowings up to $30.0 million under a revolving credit and
factoring loan facility utilizing an asset based borrowing formula
and included therein is a provision that provides for $5.0 million
in supplemental overformula borrowing availability.  The domestic
loan facility will continue to be secured by the Company's
eligible accounts receivable, inventory and other assets, as
defined.  The term of the domestic loan facility is for three (3)
years and is renewable annually thereafter. The Company and GMAC
are working together to finalize the definitive agreements which
will embody the terms and provisions of the term sheet.

                            Liquidity

As of September 28, 2003, the Company reported a cash position of
$7.3 million.  The Company's working capital deficit of $67.2
million improved by $2.2 million during the second quarter, due
primarily to the receipt of $5.5 million in gross proceeds
resulting from the issuance by the Company of its 10% Convertible
Subordinated Notes due 2010 and the receipt of principal and
interest payments amounting to $3.0 million, which were received
by the Company from its Co-Chairmen relating to the outstanding
notes receivable due from those individuals.  As of September 28,
2003, the Company's Co-Chairmen had fully repaid the principal and
interest that was due to the Company under those outstanding notes
receivable. These benefits to the Company's working capital
deficit were partially offset by the $4.0 million net loss for the
quarter.  Additionally, on September 26, 2003, the Company fully
prepaid the $5.0 million outstanding balance of its supplemental
discretionary loan from GMAC.

The Company received gross proceeds of $11.9 million ($5.5 million
in the second quarter of fiscal 2004 and $6.4 million in the third
quarter of fiscal 2004) in connection with the sale, to a limited
group of private investors, of the Notes.  The proceeds from this
financing have been added to the Company's working capital and are
being used for general corporate purposes.

The Company's future liquidity will significantly depend in whole
or in part on its ability to (1) timely develop and market new
software products that meet or exceed its operating plans, (2)
realize long-term benefits from its implemented expense
reductions, and (3) continue to enjoy the support of GMAC and its
vendors.  If the Company does not substantially achieve its
overall projected revenue levels as reflected in its business
operating plan, continue to realize additional benefits from the
expense reductions it has implemented, and timely close on the new
Domestic Loan Facility with GMAC, the Company will either need to
make further significant expense reductions, including, without
limitation, the sale of certain assets or the consolidation or
closing of certain operations, additional staff reductions, and/or
the delay, cancellation or reduction of certain product
development and marketing programs.  Additionally, some of these
measures may require third party consents or approvals from GMAC
and others, and there can be no assurance those consents or
approvals will be obtained.

In the event that the Company does not achieve its business
operating plan, continue to derive significant expense savings
from its implemented expense reductions and timely close on the
new Domestic Loan Facility with GMAC, the Company cannot assure
its stockholders that its future operating cash flows will be
sufficient to meet its operating requirements and its debt service
requirements.  If any of the preceding events were to occur, the
Company's operations and liquidity would be materially and
adversely affected and the Company could be forced to cease
operations.

At September 28, 2003, the Company's balance sheet shows a working
capital deficit of about $77 million, and a total shareholders'
equity deficit of about $55 million.

                        NASDAQ Compliance

On November 12, 2003, the Company received notification from The
Nasdaq Stock Market, Inc. that, in Nasdaq's opinion, the structure
of the Company's September/October 2003 private offering of the
Notes was not in compliance with NASD Marketplace Rule
4350(i)(1)(d).  The Note offering was structured in a manner that
the Company believes complied with Nasdaq's published rules. Based
upon the Company's continuing discussions with Nasdaq and the
holders of the Notes, while there can be no assurance, the Company
believes that it will be successful in resolving this matter;
however, the ultimate resolution of this matter is not
determinable at this time and, if the terms of the securities are
modified, it could have a material impact on the financial
statements of the Company.  In the event that the Company and
Nasdaq cannot resolve this matter, then its securities would be
subject to delisting.  At that time, the Company may appeal such
determination; however, there can be no assurances that such an
appeal would be successful.

"Through the implementation of cost-saving initiatives and
management guidance, we lowered our overall operating expenses and
will continue to maintain this level through a greater dependence
on a variable cost structure, which will allow us to manage our
costs diligently to ensure that they are appropriate to our
business performance," said Rod Cousens, Chief Executive Officer
of Acclaim.

"While we are pleased to enjoy the continued support of our bank,
the financing that we recently completed in conjunction with our
business plan should provide our organization with adequate cash
to fund operations for the next twelve months," added Gerard F.
Agoglia, Chief Financial Officer of Acclaim.

                Organizational/Management Changes

On October 1, 2003, the Company appointed Beth Doherty to the
position of Vice President of Sales, and she is now responsible
for overseeing the North American sales, distribution and direct
marketing of Acclaim's video games, strategy guides and affiliated
publishing endeavors.  In addition, on October 7, 2003, Paul
Eibeler resigned his position as President and Chief Operating
Officer for the Company's North American Operations.

                   Product Release Schedule

Acclaim's projected product release schedule through the next six
months, includes:

     Winter 2003/2004:
     PlayStation(R)2 Computer Entertainment System:
     --  ASB All-Star Baseball 2005(TM)
     --  Gladiator Sword of Vengeance(TM)*
     Xbox(TM):
     --  ASB All-Star Baseball 2005(TM)
     --  Gladiator Sword of Vengeance(TM)*
     PC:
     --  Gladiator Sword of Vengeance(TM)

     Spring 2004:
     PlayStation(R)2 Computer Entertainment System:
     --  Alias(TM)
     --  Australian League Football(TM)*
     --  Freestyle Street Soccer(TM)*
     --  Legends of Wrestling: SHOWDOWN(TM)
     --  Rugby(TM)*
     Xbox(TM):
     --  Alias(TM)
     --  Australian League Football(TM)*
     --  Freestyle Street Soccer(TM)
     --  Legends of Wrestling: SHOWDOWN(TM)
     --  Rugby(TM)*
     Nintendo GameCube(TM):
     --  Freestyle Street Soccer(TM)
     PC:
     --  Alias(TM)
     --  Australian League Football(TM)*
     --  Freestyle Street Soccer(TM)*
     --  Legends of Wrestling: SHOWDOWN(TM)
     --  Rugby(TM)*

     *   Denotes International release only.

"Our product strategy is very simple -- fewer and better," added
Cousens. "We continue to focus on quality and commercial
viability, and our commitment to that promise is reflected within
our decision to move Alias to the spring to allow for further
product polish and the benefit of a launch period with far less
clutter and a greater return on our supporting marketing dollars.
During the second quarter, our international division continued to
perform well, as we had the #1 selling game in Australia with our
AFL brand."

"Going forward, we will continue to exploit selected brands from
our portfolio, maximize our internal development resources with
increased efficiency and productivity, and benefit from our proven
global distribution structure and strength," concluded Cousens.  
"We have created an exciting release schedule for fiscal year
2005, including Airborne, Legends of Wrestling: Showdown, The Red
Star and 100 Bullets; all of which should contribute to the
improvement of our fiscal performance."

Based in Glen Cove, N.Y., Acclaim Entertainment, Inc., is a
worldwide developer, publisher and mass marketer of software for
use with interactive entertainment game consoles including those
manufactured by Nintendo, Sony Computer Entertainment and
Microsoft Corporation as well as personal computer hardware
systems.  Acclaim owns and operates five studios located in the
United States and the United Kingdom, and publishes and
distributes its software through its subsidiaries in North
America, the United Kingdom, Australia, Germany, France and Spain.  
The Company uses regional distributors worldwide.  Acclaim also
distributes entertainment software for other publishers worldwide,
publishes software gaming strategy guides and issues "special
edition" comic magazines periodically. Acclaim's corporate
headquarters are in Glen Cove, New York and Acclaim's common stock
is publicly traded on NASDAQ.SC under the symbol AKLM.  For more
information, visit its Web site at http://www.acclaim.com


ADEPT TECHNOLOGY: Inks Definitive Pacts for Equity Financing
------------------------------------------------------------
Adept Technology, Inc. (OTCBB:ADTK), a leading manufacturer of
flexible automation for the semiconductor, life sciences,
electronics and automotive industries, announced the signing of
definitive agreements to issue and sell shares of its newly issued
common stock accompanied by the simultaneous conversion of its
preferred stock into common stock.

Upon the consummation of these transactions and the payment of
certain indebtedness, Adept will have significantly improved
liquidity and a positive shareholder equity balance.

Under the terms of the financing, Adept will make a private
placement of approximately 11.1 million shares of common stock to
several accredited investors with a total purchase price of $10.0
million. The investors will also receive warrants to purchase up
to an aggregate of approximately 5.5 million shares at an exercise
price of $1.25 per share, with certain proportionate anti-dilution
protections. Under the terms of these warrants, the Company may
call the warrants, thereby forcing a cash exercise, in certain
circumstances after the common stock has closed at or above $2.50
for twenty consecutive days. The financing is led by Special
Situations Funds. The net proceeds from the financing after
estimated costs and expenses are expected to be approximately $9.4
million. Furthermore, the lead investor has nominated Robert
Majteles to the Company's board of directors to fill a seat to be
vacated by the resignation of Brian Carlisle from the board,
effective upon the closing of the financing.

Concurrently with, and subject to, the completion of the
financing, the Company's preferred stockholder has agreed to
convert its preferred stock which it acquired in 2001 into
approximately 3.1 million shares of Adept common stock and to
surrender its remaining shares of preferred stock to the Company.
Per the terms of the Company's promissory note with its preferred
stockholder, the Company will repay the $1.0 million promissory
note out of proceeds from the financing.

The definitive financing agreements remain subject to customary
closing conditions and the preferred stock conversion, and the
financing is expected to be completed very shortly.

Robert Bucher, Adept's chief executive officer, commented, "This
is a big step in our overall strategy, it will ensure viability to
our customers and give confidence to the market as we move
aggressively to address improving economic conditions. We enjoy a
very large installed base and our strength in customer quality and
service makes us the brand of choice for high value manufacturing.
This financing is intended to improve our liquidity and address
our working capital requirements. We will remain prudent in
utilizing these funds with a focus on improving our financial
results and providing a return to our shareholders. We expect this
financing to improve our balance sheet and financial stability and
to help build a strong foundation for future growth. We are
pleased with the continuing confidence investors have in Adept."

The common stock and warrants sold in this private placement have
not been registered under the Securities Act of 1933 or qualified
under applicable state securities laws and may not be transferred
or sold in the United States absent such registration and
qualification or applicable exemptions from such registration and
qualification. This announcement is neither an offer to sell nor a
solicitation of an offer to buy such shares. The Company has
agreed to register for resale the common stock issued in this
private placement, including the shares of common stock underlying
the warrants and the shares to be issued to its preferred
stockholder.

Impact Capital Partners Limited acted as financial advisers to
Adept Technology, Inc. For further information on Impact Capital,
visit http://www.impactcapital.com  

Adept Technology -- whose June 30, 2003 balance sheet shows a
total shareholders' equity deficit of about $11 million --
designs, manufactures and markets factory automation components
and systems for the fiber optic, telecommunications,
semiconductor, automotive, food and durable goods industries
throughout the world. Adept's robots, controllers, and software
products are used for small parts assembly, material handling and
ultra precision process applications. Our intelligent automation
product lines include industrial robots, configurable linear
modules, flexible feeders, semiconductor process components,
nanopositioners, machine controllers for robot mechanisms and
other flexible automation equipment, machine vision, systems and
software, application software and simulation software. Founded in
1983, Adept is America's largest manufacturer of industrial
robots. More information is available at http://www.adept.com


AES GENER: Fitch Places Sr. Unsecured Ratings on Watch Positive
---------------------------------------------------------------
Fitch Ratings placed the international senior unsecured local and
foreign currency ratings of AES Gener S.A., as well as its Chilean
national scale ratings on Rating Watch Positive. Both of the
international ratings are currently 'B+' and the Chilean national
scale rating is 'Chl BB+'.

The Rating Watch status of Gener reflects the potential for
material positive credit improvement of the company resulting from
its announced recapitalization and refinancing plan. Key
components of the plan include a capital injection of
approximately US$300 million through the sale of shares to third
party investors and an equity contribution from The AES
Corporation and the issuance of a new US$400 million senior
secured bond.

Combined, the new capital will be used to refinance approximately
US$700 million of debt that matures during 2005 and 2006. Lower
consolidated debt should materially improve credit protection
measures while a new debt amortization schedule should minimize
liquidity concerns over the medium-term.

Gener is expected to launch a tender offer for its outstanding
convertible bonds and yankee bonds to be financed with the
proceeds from the previously mentioned transactions. Fitch will
continue to monitor the company's progress in executing its plan.

The operating fundamentals of Gener continue to reflect the
company's sound position in the Chilean electricity market.
Electricity demand in Chile has been almost 6% over the last
twelve months and regulated prices have continued their upward
trend, increasing approximately 8% in U.S. dollar terms in the
October 2003 tariff reset. Gener further benefits from its
project-like structural characteristics, including long-dated
power purchase agreements with financially strong customers and
fuel supply contracts that reduce business risk. The result for
Gener is an underlying, relatively stable base of long-term cash
flows that should support a more appropriate capital structure,
including lower debt, at a higher rating level.


AILEEN STORES: Administrative Claims Paid in Part & Case Dismissed
------------------------------------------------------------------
Aileen, Inc., and Aileen Stores, Inc., sought and obtained an
order from the Honorable Robert D. Drain yesterday authorizing a
25% to 30% distribution to the apparel manufacturer and retailer's
administrative priority creditors and dismissing the company's
chapter 11 case.

John Carlson, Esq., at Jenkins & Gilchrist Parker Chapin LLP tells
Judge Drain that after liquidating all of the assets and repaying
the debtor-in-possession financing facility provided by Sterling
National Bank & Trust Company of New York and later from The CIT
Group/Business Credit, Inc., $275,000 in cash is all that's left.  
No assets are available for distribution to unsecured creditors
and it'll be impossible to formulate, confirm or consummate a
plan.  Accordingly, Aileen's bankruptcy cases should be dismissed.  

Aileen, Inc., and Aileen Stores, Inc., filed for chapter 11
protection on January 24, 1994 (Bankr. S.D.N.Y. Case Nos. 94 B
40330 and 94 B 40331).  Prior to the Petition Date, Aileen
manufactured women's apparel in seven company-owned plants and
sold the finished product in 144 company-operated, leased retail
outlets in 38 states.  The business was founded in 1948 and sold
apparel under the "Aileen," "Aileen Sport," "Aileen Too," "Aileen
Petite," "You & i," and "the red i" labels.  The Debtors blamed
their bankruptcy filing on the failure of their unsecured lender,
NationsBank of Virginia, N.A., to extend more credit.  Without
cash, the Debtors were unable to pay rent, make payroll, and buy
raw materials.   Post-petition revenues eroded and the business
shut down in mid-1995.  The manufacturing facilities were sold for
millions of dollars.  "Regrettably," Mr. Carlson relates, "the
previously unknown magnitude of the environmental problems
affecting several of Aileen's otherwise-valuable plant facilities
has reduced the cash proceeds from the liquidation process to such
an extent that the Debtors will be unable to pay administrative
claims in full and there will be no distribution to their general
unsecured creditors."


AIR CANADA: CCAA Filing Exposes NAV CANADA to $44-Mill. Bad Debt
----------------------------------------------------------------
In a regulatory filing with the Canadian Securities
Administrators on October 29, 2003, NAV CANADA discloses that the
amounts owed by Air Canada and its affiliates as of April 1,
2003, the date Air Canada filed for CCAA protection, amounted to
$45,000,000.  NAV CANADA says that the recoverability of these
amounts is not known at this time.  As of August 31, 2003, NAV
CANADA reflected an allowance for doubtful accounts aggregating
$45,000,000 as a reduction of accounts receivable.  This amount
is included in NAV CANADA's other expenses.

NAV CANADA also reports that its revenues from Air Canada and its
affiliates were $257,000,000 during the year ended August 31,
2003.  This represents 29% of total revenue before rate
stabilization.  NAV CANADA continues to provide services to Air
Canada after their CCAA filing. (Air Canada Bankruptcy News, Issue
No. 17; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALASKA AIRLINES: Harrison Named Internal Audit Managing Director
----------------------------------------------------------------
Alaska Airlines (S&P, BB- Corporate Credit Rating, Negative)  has
named Andrew Harrison as managing director of internal audit.

Harrison joins Alaska from KPMG Seattle, one of the nation's
largest public accounting firms. At KPMG, Harrison was a senior
manager directing the auditing and oversight of the public
accounting of several large corporations in the Pacific Northwest,
including Costco Wholesale Corporation.

At Alaska Harrison will be responsible for the company's internal
audit function and report to Bradley D. Tilden, executive vice
president of finance and chief financial officer, and the audit
committee of the company's board of directors.

"Andrew's expertise in auditing and accounting disciplines,
including external reporting, process analysis, internal controls
and financial analysis will make a real contribution to the
continuing development and improvement of our internal auditing
practices and procedures," said Tilden. "We're excited to welcome
Andrew to the Alaska Airlines team."

During 16 years with KPMG, Harrison served the company and its
clients in an array of auditing positions and in a number of
locations within the United States and around the world, including
Melbourne, Australia, and Prague, Czech Republic.

Harrison is a graduate of the University of Melbourne and holds a
bachelor of commerce degree. He is a member of the Institute of
Chartered Accountants in Australia and is a certified public
accountant (CPA).


ALTERRA HEALTHCARE: Sept. 30 Net Capital Deficit Widens to $554M
----------------------------------------------------------------
Alterra Healthcare Corporation (OTCBB:ATHC) announced financial
results for the three-month period ended September 30, 2003. At
quarter-end, the Company operated or managed 352 residences with a
total capacity to serve approximately 16,646 residents.

                OPERATING AND FINANCIAL RESULTS

The Company reported revenues of $102.1 million for the quarter
ended September 30, 2003, a 2.7% increase over revenues of $99.4
million for 2002. In the third quarter of 2003, the Company's
residence level operating margins were 29.6%, a decrease of 3.8%
over residence level operating margins in the third quarter of
2002. Monthly rates averaged $2,912 as of September 30, 2003, an
increase of 2.9% over the average monthly rate at September 30,
2002. In addition, general and administrative costs (excluding
costs related to the Company's restructuring activities) were $9.0
million in the quarter ended September 30, 2003, a 5.3% reduction
from the quarter ended September 30, 2002. The Company's income
from operations for the quarter ended September 30, 2003 was $1.1
million. The Company's net loss for the quarter ended September
30, 2003 was $35.8 million and includes $7.1 million of non-cash
expenses including depreciation and amortization and payment-in-
kind interest expenses and reflects the impact of asset
dispositions, reorganization costs, and $24.1 million of losses
reflected as discontinued operations. As of September 30, 2003,
the Company reported overall average occupancy of 82.0%.

The Company's September 30, 2003 balance sheet shows a working
capital deficit of about $260 million, and a total shareholders'
equity deficit of about $554 million.

The September 30, 2003 financial statements have been prepared on
a going concern basis, which assumes continuity of operations and
realization of assets and satisfaction of liabilities in the
ordinary course of business, and in accordance with Statement of
Position 90-7, "Financial Reporting by Entities in Reorganization
Under the Bankruptcy Code." Accordingly, all pre-petition
liabilities subject to compromise, approximately $590.4 million at
September 30, 2003, have been segregated in the Consolidated
Balance Sheets and classified as Liabilities subject to
compromise, at the estimated amount of the applicable allowable
claim. Liabilities not subject to compromise are separately
classified as current and non-current. Revenues, expenses,
realized gains and losses, and provisions for losses resulting
from the reorganization, approximately $4.3 million at
September 30, 2003, are reported separately as Reorganization
items. Cash used for reorganization items is disclosed separately
in the Consolidated Statements of Cash Flows. Additionally,
interest expense accrued subsequent to the bankruptcy filing that
is deemed to be impaired and unlikely to be paid is excluded from
the financial statements. As of September 30, 2003, approximately
$11.1 million of interest expense on the PIK and Convertible
Debentures and other miscellaneous notes payable is excluded from
the financial statements in accordance with SOP 90-7.

Alterra offers supportive and selected healthcare services to our
nation's frail elderly and is the nation's largest operator of
freestanding Alzheimer's/memory care residences. Alterra currently
operates in 22 states.


AMERADA HESS: S&P Rates Preferred Stock Issuance at BB+
-------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'BBB/A-3' corporate
credit rating on Amerada Hess Corp. following its announcement
that it issued $500 million in mandatory convertible preferred
stock. At the same time, Standard & Poor's assigned its 'BB+'
rating on the preferred stock issue.

The outlook remains negative.

The mandatory convertible preferred stock will convert to common
stock on Dec. 1, 2006. Proceeds from the issuance will be used to
retire debt issues totaling up to $594 million for which the
company has tendered.

"The negative outlook reflects the continuing challenges Hess
faces to reverse its steep production declines and high
exploration and production operating costs. Rating stability will
likely hinge on the company achieving substantial progress on its
Equatorial Guinea and joint development areas, such that the
timing and volume of production are in little doubt," said
Standard & Poor's credit analyst John Thieroff.

Standard & Poor's also said that it expects the company to have a
definitive development plan for Northern Block G in Equatorial
Guinea to be in place by the end of the first quarter of 2004 and
encompass volumes and economics at least equal to current
expectations.

"Should the development fail to meet these parameters, within the
specified time frame, we would likely lower our ratings on Hess.
Barring unforeseen developments, we do not expect that such a
downgrade would be greater than one notch," added Mr. Thieroff.

The ratings on Amerada Hess reflect its large, geographically
diverse oil and natural gas business; a sizable, crude oil-
refining joint venture; and a retail marketing business in the
eastern U.S.

Partly offsetting these strengths are the volatile, capital-
intensive nature of Hess's segments, increasing capital investment
in politically challenging locales, moderate debt leverage, a high
cost structure in its exploration and production operations, and a
short reserve life that necessitates operational consistency to
insure cost-competitive reserve replacement.


ANC RENTAL: Earns Nod to Expand Ernst & Young Engagement Scope
--------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates obtained the
Court's permission to engage Ernst & Young to perform certain
additional services like certain additional audit procedures and
interim reviews and agreed upon procedures relating to rental car
asset backed notes, nunc pro tunc to August 18, 2003.

At the Debtors' request, Ernst & Young will:

   (1) perform additional audit procedures on the Debtors'
       consolidated financial statements for the year ended
       December 31, 2002, to:

          -- review the Debtors' unaudited interim financial
             information for quarterly periods during the year
             ended December 31, 2003 before the Debtors file
             its Forms 10-Q;

          -- assist the Debtors in the preparation of an
             Offering Circular for the planned issuance of
             approximately $700,000,000 2003-1 Rental Car Asset
             Backed Notes under Rule 144(a);

          -- read the financial statements included in the
             Offering Circular to evaluate their conformity with
             applicable SEC regulations; and

          -- read the valuations performed by a third party
             valuation firm and provide comments on them; and

   (2) perform agreed-upon procedures on revenue earning vehicles
       as of July 31, 2003, which were agreed to by management of
       ANC, Lehman Brothers and CDC IXIS Capital Markets North
       America, Inc., solely to assist the Debtors with respect
       to the proposed issuance of $700,000,000 of Series 2003-1
       Rental Car Asset Backed Notes.

Ernst & Young's fees for the services to be provided pursuant to
the Engagement Letters will be based on actual time incurred at
Ernst & Young's discounted hourly rates in effect for the
professionals assigned to provide the services set forth in the
Engagement Letters.  The actual time incurred will depend upon
the extent and nature of available information, any modifications
to the scope of the engagement, and other developments that may
occur as work progresses.  Additionally, Ernst & Young will
request reimbursement of its reasonable actual out-of-pocket
expenses incurred in connection with providing services under the
Engagement Letters.

Currently, the hourly rates for Ernst & Young professionals
assigned to provide the services set forth in the Engagement
Letters are:

   Partners and Principals          $560
   Senior Managers                   410 - 470
   Managers                          340 - 400
   Seniors                           250 - 305
   Staff                             170 - 195
   Paraprofessional                        105

These hourly rates are revised annually, effective July 1st, and
the next adjustment will be made on July 1, 2004.

Ernst & Young intends to apply to the Court for allowances of
compensation and reimbursement of expenses in accordance with
applicable provisions of the Bankruptcy Code, the Bankruptcy
Rules, and general orders of the Court. (ANC Rental Bankruptcy
News, Issue No. 42; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


APPLIED EXTRUSION: Sets Fiscal 2003 Conference Call for Tuesday
---------------------------------------------------------------
Applied Extrusion Technologies, Inc. (NASDAQ NMS - AETC) intends
to hold a conference call on Tuesday, November 25, 2003 at 9:00 AM
to discuss its financial results for the fiscal year ended
September 30, 2003. To listen live via the Internet, visit the
Investor Relations section of AET's Web site at
http://www.aetfilms.com  

To access the conference call by phone, dial 1-800-473-6123 and
reference access code "AET Call". A taped replay of the conference
call will also be available from approximately 12:30 PM Eastern
Time on November 25, 2003 until midnight on December 2, 2003. To
listen to the replay, dial 1-877-519-4471 from within the U.S. or
973-341-3080 from outside the U.S. and enter access code 4314082.

Applied Extrusion Technologies, Inc. (S&P, B Corporate Credit
Rating, Negative Outlook) is a leading North American developer
and manufacturer of specialized oriented polypropylene films used
primarily in consumer products labeling and flexible packaging
applications.


ARMSTRONG: Creditors' Committee Threatens to Sue Directors
----------------------------------------------------------
In a letter dated November 12, 2003, Andrew N. Rosenberg, Esq., at
Paul, Weiss, Rifkind, Wharton & Garrison, representing the
Official Committee of Unsecured Creditors in Armstrong World
Industries' chapter 11 cases, tells Armstrong's board members they
can expect to be sued if they continue to prosecute their plan of
reorganization to confirmation and the Fairness in Asbestos Injury
Resolution Act of 2003 is signed into law next year.  

The Committee says it's asked the Board to delay confirmation to
let the legislative process unfold.  The Committee is convinced
that the FAIR Act will pass next year.  And if that piece of
legislation passes, the amount of value available to unsecured
creditors and Armstrong shareholders will increase.  The increase,
Donald V. Smith at Houlihan, Lokey, howard & Zukin says, is
significant.  Rather than receiving a 60.5% distribution under the
current plan proposal, unsecured creditors would receive full
payment.  

A temporary delay in Armstrong's emergence from bankruptcy, Mr.
Smith opines, will not materially impact the company.  The harm to
the company is negligible if confirmation is delayed.  The harm to
creditors is substantial.  Resolution of Armstrong's asbestos-
related claims under the FAIR Act would save $1.2 billion and
distribute that value to commercial creditors and shareholders
rather than the asbestos trust.  

The Committee, Mr. Rosenberg relates, is convinced that it has a
fiduciary duty to derail confirmation despite its previous support
of the proposed plan.  The FAIR Act offers tremendous benefits.  
The Committee contends that Board Members have an equal fiduciary
duty.  

Stephen Karotkin, Esq., and Debra A. Dandeneau, Esq., at Weil,
Gotshal & Manges, representing Armstrong, don't deny that
circumstances have changed.  They take issue with the Committee's
intimidation and other tactics to delay confirmation of a plan it
wholeheartedly supported.  

Mr. Karotkin and Ms. Dandeneau note that the Plan's exculpation
provision at Sec. 11.6, providing post-emergence indemnification
to officers and directors serving post-petition, is part and
parcel of the Plan the Committee supported when it was drafted.  
Moreover, the exculpation provision is identical to the
exculpation provision approved by the United States Court of
Appeals for the Third Circuit in In re PWS Holding Corp., 228 F.3d
224 (3d Cir. 2000) and approved by Judge Walrath in In re Genesis
Health Ventures, Inc., 266 B.R. 591 (Bankr. D. Del. 2001).  


BETHLEHEM STEEL: Takes Actions to Challenge Various Tax Claims
--------------------------------------------------------------
George A. Davis, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, tells the Court that the Bethlehem
Steel Debtors object to the allowance of these claims:

A. Paid Tax Claims

The Debtors reviewed 140 claims and discovered that they have
already paid or otherwise satisfied all or a portion of the
Claims.  The Debtors now ask the Court to disallow and expunge
the 140 Paid Tax Claims.  Notwithstanding, these two Claimants
will remain on Record, bearing reduced claim amounts:

Claimant            Claim No.    Claim Amount   Reduced Amount
--------            ---------    ------------   --------------
Baltimore County       403300     $3,463,447      $1,767,402
State of Delaware  3000143433         60,000          27,945  

B. Duplicative Tax Claims

The Debtors identified 61 duplicate claims filed in their
bankruptcy cases.  If these Duplicative Claims are not formally
expunged and disallowed, the taxing authorities that filed the
claims could receive a double recovery.  Therefore, the Debtors
ask the Court to disallow and expunge the 61 Duplicative Claims.  
The disallowance will in no way affect the remaining claims of
the taxing authorities that will be preserved.

C. Amended and Superseded Tax Claims

The Debtors determined that 10 claims have been amended and
superseded by subsequently filed proofs of claim.  These Amended
and Superseded Claims no longer represent valid claims against
the Debtors and should be disallow and expunged.  Mr. Davis notes
that this will not affect the valid claims, if any, of the taxing
authorities who have amended their claims.

The Debtors ask the Court to disallow and expunge these Amended
and Superceded Claims:

Claimant            Claim No.    Amended Claim   Reduced Amount
--------            ---------    -------------   --------------
Harris County         42800         1200400           $32,715

Houston ISD           42900         1200700            33,097

PA Dept. of Revenue   21400          173400         8,013,031
                      173400          590100         8,284,023
                      590100          537200         1,316,560

State of Georgia      35400          623600             1,789

State of Michigan     12800           20500           869,358
                      218700    

                       13000           22600           357,213
                       22600          218800           376,479

D. Tax Claims to be Reclassified

The Tennessee Department of Revenue filed Claim No. 5600 as a
priority claim for $53,983.  The Tennessee Claim, filed in
respect of an allegedly unpaid franchise tax, is not entitled to
priority under the Bankruptcy Code.  Priority status may only be
given to claims that:

   (a) constitute a tax for purposes of bankruptcy law; and

   (b) fit within one of the categories of Section 507(a)(8).

Section 507(a)(8) does not expressly provide priority to
franchise taxes.  Franchise taxes are not entitled to priority
except to the extent that the claims are for taxes apportioned or
allocated by income or gross receipts.  The taxes subject to the
Tennessee Claim are not measured by income or gross receipts, and
are not entitled to priority under the Bankruptcy Code.  Hence,
Mr. Davis asserts that the Tennessee Claim must be reclassified
as a general unsecured claim. (Bethlehem Bankruptcy News, Issue
No. 46; Bankruptcy Creditors' Service, Inc., 215/945-7000)


BOB'S STORES: The Altman Group Hired as Claims and Notice Agent
---------------------------------------------------------------
Bob's Stores, Inc., and its debtor-affiliates are asking
permission from the U.S. Bankruptcy Court for the District of
Delaware to appoint The Altman Group, Inc. as claims and noticing
agent.

Altman Group, at the request of the Debtors or the Clerk's Office,
will:

     a) prepare and serve required notices in these chapter 11
        cases, including:

        (1) notice of the commencement of these chapter 11 cases
            and the Section 341 meeting;

        (2) notice of the claims bar date;

        (3) notice of objections to claims;

        (4) notice of any hearings on a disclosure statement and
            confirmation of a plan of reorganization; and

        (5) other miscellaneous notices to any entities, as the
            Debtors or the Court may deem necessary or
            appropriate for an orderly administration of these
            chapter 11 cases;

     b) within five days after the mailing of a particular
        notice, file with the Clerk's Office a certificate or
        affidavit of service that includes a copy of the notice
        involved, an alphabetical list of persons to whom the
        notice was mailed and the date of mailing;

     c) maintain copies of all proofs of claim and proofs of
        interest filed;

     d) maintain official claims registers by docketing all
        proofs of claim and proofs of interest on claims
        registers, including the following information:

        (1) the applicable Debtor entity;

        (2) the name and address of the claimant and any agent      
            thereof, if the proof of claim or proof of interest
            was filed by an agent;

        (3) the date received;

        (4) the claim number assigned; and

        (5) the asserted amount and classification of the claim;

     e) implement necessary security measures to ensure the
        completeness and integrity of the claims registers;

     f) transmit to the Clerk's office a copy of the claims
        register on a weekly basis, unless requested by the
        Clerk's Office on a more or less frequent basis;

     g) maintain an up-to-date mailing list for all entities
        that have filed a proof of claim or proof of interest,
        which list shall be available upon request of a party-
        in-interest or the Clerk's Office;

     h) provide access to the public for examination of copies
        of the proofs of claim or interest without charge during
        regular business hours;

     i) respond to creditors' inquiries regarding their claims
        or the claims process;

     j) record all transfers of claims and provide notice of
        such transfers as required by Bankruptcy Rule 3001(e);

     k) prepare any exhibits for objections to claims, as
        requested;

     l) mail voting documents to claimants, and serve notice
        thereof;

     m) respond to claimants' inquiries regarding the disclosure
        statement and the voting procedures (restricting answers
        only to information contained in the plan documents);

     n) receive, examine and tabulate returned ballots in
        accordance with established procedures, and prepare a
        certified report of voting results for delivery to the
        Court;

     o) provide temporary employees, as necessary;

     p) comply with applicable federal, state, municipal and
        local statutes, ordinances, rules, regulations, orders
        and other requirements; and

     q) promptly comply with such further conditions and
        requirements as the Clerk's Office or the Court may at
        any time prescribe.

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

          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

A retail clothing chain headquartered in Meriden, Connecticut,
Bob's Stores, Inc., filed for chapter 11 protection on October 22,
2003 (Bankr. Del. Case No. 03-13254). Adam Hiller, Esq., at Pepper
Hamilton and Michael J. Pappone, Esq., at Goodwin Procter, LLP
represent the Debtors in their restructuring efforts. When the
Company filed for protection from its creditors, it listed debts
and assets of more than $100 million.


C-BASS: Fitch Affirms 5 Low-B Note Class Ratings
------------------------------------------------
Fitch Ratings has taken the following rating actions on 6 C-Bass
issues:

     Series 2001-CB4 Group 1:

          -- Class IA-1 is affirmed at 'AAA';
          -- Class IM-1 is affirmed at 'AA';
          -- Class IM-2 is affirmed at 'A';
          -- Class IB-1 is affirmed at 'BBB'.

     Series 2001-CB4 Group 2:

          -- Class IIA-1 is affirmed at 'AAA';
          -- Class IIM-1 is affirmed at 'AA';
          -- Class IIM-2 is affirmed at 'A';
          -- Class IIB-1 is affirmed at 'BBB'.

     Series 2002-CB1:

          -- Classes A1-A, A2-A & A2-B are affirmed at 'AAA';
          -- Class M-1 is affirmed at 'AA';
          -- Class M-2 is affirmed at 'A';
          -- Class B-1 is affirmed at 'BBB';
          -- Class B-2 is affirmed at 'BB'.

     Series 2002-CB2:

          -- Classes A-1 & A-2 are affirmed at 'AAA';
          -- Class M-1 is affirmed at 'AA';
          -- Class M-2 is affirmed at 'A';
          -- Class B-1 is affirmed at 'BBB';
          -- Class B-2 is affirmed at 'BB+';

     Series 2002-CB4:

          -- Classes AV-1 & AF-1 - AF-4 are affirmed at 'AAA';
          -- Class M-1 is affirmed at 'AA';
          -- Class M-2 is affirmed at 'A';
          -- Class B-1 is affirmed at 'BBB';
          -- Class B-2 is affirmed at 'BBB-';
          -- Class B-3 is affirmed at 'BB'.

     Series 2002-CB5:

          -- Classes AV-1, AV-2 & AF-1 - AF-3 affirmed at 'AAA';
          -- Class M-1 is affirmed at 'AA';
          -- Class M-2 is affirmed at 'A';
          -- Class B-1 is affirmed at 'BBB';
          -- Class B-2 is affirmed at 'BBB-';
          -- Class B-3 is affirmed at 'BB'.

     Series 2002-CB6:

          -- Classes IA1 - IIIF-1 & AIO are affirmed at 'AAA';
          -- Class M-1 is affirmed at 'AA';
          -- Classes M2-F & M2-V are affirmed at 'A';
          -- Class B-1 is affirmed at 'BBB';
          -- Class B-2 is affirmed at 'BBB-';
          -- Class B-3 is affirmed at 'BB'.

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


CONCENTRA OPERATING: Prices Senior Subordinated Note Financing
--------------------------------------------------------------
Concentra Operating Corporation has entered into an agreement to
sell $30 million aggregate principal amount of its 9-1/2% Senior
Subordinated Notes due 2010, in accordance with Securities and
Exchange Commission Rule 144A and Regulation S. Pursuant to the
agreement, these notes will be sold at a premium of 106.5% of
their face value. The offering is expected to close on
November 20, 2003.

The senior subordinated notes have been offered as additional debt
securities under an indenture pursuant to which, on August 13,
2003, the Company issued $150 million principal amount of 9-1/2%
senior subordinated notes due 2010. The new notes and the notes
previously issued under the indenture would be treated as a single
class of debt securities. Like the previously issued notes, the
new notes would be general unsecured obligations of the Company
and would be subordinated to all existing and future senior debt
of the Company and pari passu with the Company's existing 13%
senior subordinated notes due 2009.

The Company intends to distribute the net proceeds of the
offering, together with approximately $22.5 million of cash on
hand, to Concentra Inc., its parent corporation, to enable
Concentra Inc. to redeem all of the remaining principal and
accreted interest of Concentra Inc.'s 14% Senior Discount
Debentures due 2011. In conjunction with this offering, Concentra
Inc.'s $55 million bridge loan agreement will be extended to
March 31, 2005.

Concentra (S&P, B+ Corporate Credit Rating, Negative),
headquartered in Addison, Texas, the successor to and a wholly
owned subsidiary of Concentra Inc., provides services designed to
contain healthcare and disability costs and serves the
occupational, auto and group healthcare markets.


CONE MILLS: Signs-Up Schell Bray as Special Corporate Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
nod of approval to Cone Mills Corporation and its debtor-
affiliates' application to employ Schell Bray Aycock Abel &
Livingston PLLC as Special Corporate Counsel.

The Debtors have selected Schell Bray because the its previous
representation of the company for the past 30 years, providing
Schell Bray with extensive familiarity with their business,
capital structure and material contractual agreements and for its
expertise in corporate transactions.

Schell Bray's past representation has included:

     a) a leveraged buyout transaction in 1984 pursuant to which
        the Debtors ceased to be a public company;

     b) the Debtors' initial public offering in 1992 and several
        subsequent public offerings of securities;

     c) various debt financing transactions;

     d) numerous real estate transactions;

     e) various matters involving the Debtors' employee benefit      
        plans;

     f) corporate and securities compliance matters, including
        reporting obligations under the Securities Exchange Act
        of 1934, as amended;

     g) assisting with certain litigation matters; and

     g) numerous general corporate matters.

In this retention, the Debtors have requested that Schell Bray
provide assistance and advice regarding corporate and other
matters of North Carolina law, assistance and a resource with
respect to the Debtors' history and legal relationships, and
assistance and advice with respect to other matters that are
appropriate.

Specifically, Schell Bray will render services in connection with:

     a) corporate matters arising in connection with, or
        relating to, their chapter 11 cases;

     b) general corporate matters;
     
     c) securities laws matters;

     d) matters related to the Debtors' employee benefit plans;
        and

     e) matters related to North Carolina law.

Schell Bray's billing rates currently range from:

          partners            $225 to $300 per hour
          counsel             $190 per hour
          associates          $125 to $190 per hour
          paraprofessionals   $90 to $95 per hour

The attorneys who will have primary responsibility for
representing the Debtors are:

          Doris R. Bray        $300 per hour
          Michael R. Abel      $270 per hour
          Melanie S. Tuttle    $225 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.


CORRPRO COS.: Bankruptcy Filing Likely if Recapitalization Fails
----------------------------------------------------------------
Corrpro Companies, Inc. (Amex: CO), reported results for its
fiscal 2004 second quarter and first six months which ended
September 30, 2003.

Revenues increased 9.4% to $34.4 million and net income from
continuing operations reached $1.3 million or $0.14 per fully
diluted share, respectively, versus revenues of $31.5 million and
a net loss of $0.5 million or $0.06 per share in the second
quarter of fiscal 2003. The gross profit margin percentage
remained consistent at 33.4% compared with 33.5% in the prior-year
quarter. Operating expenses totaled $7.9 million, or 22.9% of
revenue, in the second quarter of fiscal 2004 compared with $9.1
million, or 29.0% of revenue, in the year-earlier period, a
decrease of $1.2 million or 13.5%. After taking into account
discontinued operations, which included a $3.3 million charge in
connection with the pending sale of its Middle East operations,
the Company reported a net loss for the quarter of $1.9 million,
or $0.20 per fully diluted share, compared with a net loss of $3.4
million, or $0.40 per share, in the year-earlier period.

Including the charge related to the pending sale of its Middle
East operations, the Company incurred a net loss of $3.2 million
from discontinued operations for the second quarter compared to a
loss of $2.8 million in the prior-year period. The prior-year's
quarter included $2.8 million for the write-off of accumulated
other comprehensive income and professional fees relating to the
discontinuance of these operations.

For the six month period ended September 30, 2003, the Company's
revenues advanced 10.3% to $67.5 million and net income from
continuing operations was $2.6 million or $0.28 per share,
compared to revenues of $61.2 million and a net loss from
continuing operations of $1.7 million or $0.20 per share in the
prior fiscal year's period. Corrpro's gross profit margins for the
six month period were 33.4% compared to 32.8% in the prior-year
period. The Company's selling, general and administrative expenses
were $15.9 million (23.5% of revenues) compared to $18.2 million
(29.7% of revenues) in the first half of fiscal 2003. Current year
expenses included $1.0 million (compared to $1.1 million in the
prior-year period) of fees incurred in connection with its loan
agreements. The Company reported a net loss for the first six
months of fiscal 2004 of $1.0 million or $0.11 per share, compared
to a net loss, which included $18.2 million in charges related to
the cumulative effect of change in accounting principle, of $24.0
million or $2.87 per share in the prior-year period.

For the fiscal first half ended September 30, 2003, the Company's
loss from discontinued operations was $3.7 million. The reported
loss from discontinued operations is primarily comprised of non-
cash charges of $3.3 million required to recognize charges related
to the pending sale of the Company's Middle East operations. For
the prior-year period, the loss from discontinued operations
totaled $4.1 million. Additional financial information is
available on Form 10-Q for the quarter ended September 30, 2003 as
filed on November 14, 2003.

"Our fundamental business results continued to improve during our
second fiscal quarter. We benefited from higher margin, value-
added business and continued to enhance our cost structure,"
commented Joseph W. Rog, Chairman, Chief Executive Officer and
President. "As recently announced, we have executed a non-binding
letter of intent for the refinancing and recapitalization of
Corrpro. We are actively engaged in the process of seeking the
necessary financing commitments and other approvals and are
looking to be in a position to complete the transaction during the
early part of 2004."

The Company has entered into extension agreements with its
existing lenders that provide for an extension through January 31,
2004 of the prior forbearance agreements that expired October 31,
2003. Among other things, the new extension agreements extend the
maturity of the senior bank facility to January 31, 2004 and defer
the commencement of the next principal payments due on the
Company's senior notes until January 31, 2004. The continuance of
the forbearance provided for in the extension agreements is
dependent upon the Company meeting specified milestones with
respect to the completion of the recapitalization and refinancing
transaction provided for in the letter of intent. There can be no
assurance, however, that the milestones will continue to be met.

In the event that the recapitalization and refinancing transaction
contemplated by the letter of intent does not occur timely, there
can be no assurance that any further extensions will be obtained
from the current lenders, or on what terms any such extensions may
be obtained. The failure to either close the transactions
contemplated by the letter of intent or to obtain further
extensions from the current lenders to the Company would have a
material adverse effect on the Company. The alternatives facing
the Company in that event would include filing a petition with the
U.S. Bankruptcy Court for reorganization under Chapter 11 of the
U.S. Bankruptcy Code.

If and when the definitive agreements relating to the proposed
refinancing and recapitalization transaction are executed, more
detailed information regarding the proposed recapitalization and
refinancing, including information with respect to dilution to the
common shareholders, will be provided in the materials transmitted
to shareholders in connection with any meeting of shareholders
called to approve the transaction. There can be no assurance that
the proposed transaction will be consummated, and if consummated,
what the terms for such transaction will be.

Corrpro, headquartered in Medina, Ohio, with offices worldwide, is
the leading provider of corrosion control engineering services,
systems and equipment to the infrastructure, environmental and
energy markets around the world. Corrpro is the leading provider
of cathodic protection systems and engineering services, as well
as the leading supplier of corrosion protection services relating
to coatings, pipeline integrity and reinforced concrete
structures.


COVANTA ENERGY: Court Approves Agreement with CEO Scott Mackin
--------------------------------------------------------------
In furtherance of the Covanta Energy Debtors' reorganization and
as a result of the anticipated reduction of the size and
complexity of Reorganized Covanta upon the Debtors' emergence from
bankruptcy, which is reduced to the fundamental WTE Business, the
Debtors sought and obtained the Court's approval to enter into an
agreement with Scott G. Mackin, the President and Chief Executive
Officer of Covanta and its subsidiaries.

James L. Bromley, Esq., at Cleary, Gottlieb, Steen & Hamilton, in
New York, tells the Court that Mr. Mackin, having been with the
Debtors for over 17 years, has an extensive background in the
unique and highly complicated WTE business.  Mr. Mackin
negotiated many of the Debtors' significant contracts for their
WTE businesses, made all significant on-going critical judgments
about risk, performance, financing, legal and personnel matters
related thereto since 1991, subject only to Board approval, and
has extensive relations with the Debtors' current WTE client
communities, as well as within the industry itself.  Moreover,
Mr. Mackin assembled the Debtors' current management team that
manages their core WTE businesses.

The parties agreed that Mr. Mackin's role and position with the
Debtors should be changed.  Pursuant to the Mackin Agreement, the
parties have agreed to Mr. Mackin's resignation upon:

   (a) the Court's approval of the Mackin Agreement;

   (b) the parties' execution of the Mackin Agreement; and

   (c) the payment of all amounts to Mr. Mackin as provided in
       the Mackin Agreement.

In order for the Debtors and Reorganized Covanta to retain the
critical knowledge and insight of the WTE Business which Mr.
Mackin possesses and to further strengthen Reorganized Covanta,
the Debtors accepted the resignation and will engage Mr. Mackin
as a consultant to the Debtors and Reorganized Covanta
immediately on the Resignation Date for a term ending on the
second anniversary of the Resignation Date.  Mr. Mackin will
remain a member of the Board of Directors of Covanta until the
Effective Date of the Plan.  Additionally, Mr. Mackin agreed to a
three-year non-compete agreement with the WTE Business and agreed
not to work directly or indirectly for client communities of the
WTE Business for three years after the Resignation Date.

For services to be performed during the consulting service period
and expressly in consideration of certain non-compete and non-
solicitation covenants, Mr. Mackin is entitled to compensation
and certain benefits:

   (a) Mr. Mackin will continue to qualify as a Tier I Employee
       under the Covanta Energy Group Key Employee Retention
       Bonus Plan; and

   (b) Covanta will pay Mr. Mackin $1,750,000 in cash as  
       Consulting Fee, of which amount $1,000,000 will be payable
       no later than the Resignation Date and the remaining
       amount of the Consulting Fee will be payable on the
       Effective Date.

In connection with his resignation and past service to the
Debtors and in consideration for his consultancy during the
Services Period, Mr. Mackin will be eligible for these benefits:

   (1) Mr. Mackin will not be eligible to participate in any
       employee benefit plans and programs maintained by the
       Debtors;

   (2) On the Expiration Date, the Debtors will pay to Mr.
       Mackin, in a lump sum, his vested benefits under the
       Supplementary Benefit Plan of Ogden Projects, Inc., in an
       amount determined as of October 31, 2003;

   (3) For the period commencing on the Resignation Date and
       ending on its fourth anniversary, Mr. Mackin and his
       eligible dependents will continue to be eligible to
       receive family coverage pursuant to the medical, dental
       and life insurance benefit programs maintained by the
       Debtors and the Reorganized Covanta from time to time for
       its executives, in accordance with its terms and
       conditions as in effect from time to time; provided that
       Mr. Mackin will be considered an executive of the company
       for purposes of determining eligibility under that
       programs; and

   (4) Mr. Mackin will be reimbursed by the Debtors or
       Reorganized Covanta for all reasonable, ordinary and
       necessary expenses incurred by Mr. Mackin in the
       performance of his duties under the Mackin Agreement,
       provided that Mr. Mackin accounts to the Debtors for the
       expenses in a manner reasonably prescribed by the Debtors.

Mr. Mackin will also receive these incidental compensation and
benefits:

   (1) For the year 2003, the Debtors will pay Mr. Mackin the   
       incentive bonus for which Mr. Mackin was entitled as if he
       served as CEO for the full year 2003, based on Covanta's   
       Annual Incentive Program, at a 100% target, on the date on
       which the Debtors pay annual bonuses to its other
       executives;

   (2) So long as Mr. Mackin continues and is willing to serve
       as a Board Member until the Effective Date, the Debtors
       will pay Mr. Mackin a cash retention payment equal to
       $156,646, payable on the Effective Date under the terms
       and conditions of Covanta's Key Employee Retention Bonus
       Plan;

   (3) The Debtors will pay Mr. Mackin on the Resignation Date
       severance for $1,287,500 in full settlement and
       satisfaction of Mr. Mackin's and the Debtors' rights and
       obligations with respect to severance under Covanta's Key
       Employee Severance Plan;

   (4) On the Effective Date, the Debtors will pay to Mr. Mackin  
       $2,055,000, as an Alternative Transaction, in full
       settlement and satisfaction of Mr. Mackin's and the
       Debtors' rights and obligations with respect to payments
       under Covanta's Long-Term Incentive Plan;

   (5) For the services to be performed by Mr. Mackin during the   
       Services Period, the Debtors will pay Mr. Mackin on the
       Effective Date the balance of the Consulting Fee;

   (6) The Debtors jointly and severally agree to provide Mr.
       Mackin indemnification rights to the greatest extent
       permitted by applicable law and at a level at least as
       favorable to that which Mr. Mackin is currently entitled
       including, without limitation, the indemnification rights
       to which Mr. Mackin is currently entitled under Section 20
       of Covanta's Certificate of Incorporation and the
       indemnification rights to which he is entitled by reason
       of his service as a fiduciary, at the Debtors' request, to
       or with respect to any current or contemplated employee
       benefit plan of the Debtors; and

   (7) Except as specifically set forth in the Mackin Agreement,
       Mr. Mackin will not be entitled to receive any payments or
       benefits under any plan, policy, program or practice
       providing any bonus or incentive compensation or severance
       compensation or benefits, except that Mr. Mackin will
       remain fully entitled to any vested benefits under any
       tax-qualified plans maintained or contributed to by the
       Debtors, the Covanta Energy Pension Plan and the Covanta
       Energy Savings Plan and will receive on the resignation
       Date his vested benefits under the Covanta Energy Select
       Plan. (Covanta Bankruptcy News, Issue No. 40; Bankruptcy
       Creditors' Service, Inc., 215/945-7000)    


CROWN CASTLE: S&P Junks Planned $300 Million Senior Notes Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC' rating to
the proposed $300 million senior notes due 2014 to be issued by
Houston, Texas-based wireless tower operator Crown Castle
International Corp. under Rule 144A with full registration rights.

Proceeds from the proposed notes issuance, together with existing
cash balances, will be used in the near term to tender for the
company's 10.375% senior discount notes due 2011 and 11.250%
senior discount notes due 2011, which, combined, had about $607
million outstanding at Sept. 30, 2003. Simultaneously, Standard &
Poor's affirmed its outstanding ratings on Crown Castle, including
the 'B-' corporate credit rating. The outlook remains stable. Pro
forma for these transactions, total debt was about $3.7 billion
(about $4.5 billion if considering operating leases as debt) at
Sept. 30, 2003.

"The ratings reflect Crown Castle's high leverage and limited
interest coverage measures resulting from its aggressive, largely
debt-financed tower acquisition activities during the 1999-2001
time frame," said Standard & Poor's credit analyst Michael Tsao.
Crown Castle incurred about $3 billion of debt during 1999-2001 to
finance the acquisition and building of about 13,600 towers, based
on the company's expectations that growth in wireless services
would strongly bolster demand for limited tower space. However,
largely in response to capital market conditions, wireless
carriers scaled back their capital spending plans starting in
2001, preventing Crown Castle from reducing its acquisition-
related debt. Somewhat mitigating the company's aggressive
financial risk profile are several favorable characteristics of
the tower leasing business and Crown Castle's ability to generate
moderate free cash flows.

Pro forma for the upsizing of term loan B and reduction in
revolver commitment in October 2003, and using a portion of the
proceeds to refinance term loan A and debt at its U.K. subsidiary,
Crown Castle had about $550 million of cash and $350 million of
bank availability at Sept. 30, 2003. The company faces a potential
to pay more than $280 million in 2007 to satisfy a contingent put
relating to Verizon's stake in a portfolio of towers. Until then,
liquidity should be adequate, given such factors as expected
modest free cash flows, no major debt amortizations in the next
few years, and adequate headroom under bank covenants.


DELCO REMY: Files Patent Infringement Suits vs. NSA Corp. et al.
----------------------------------------------------------------
Delco Remy International, Inc., filed a patent infringement
lawsuit in the United States Federal District Court in Indiana,
against Unipoint Electric Manufacturing Ltd. of Taiwan, NSA
Corporation of Sterling, Virginia and Unit Parts Corporation of
Oklahoma City.  This lawsuit concerns various automotive
alternators and starters, containing Delco Remy's patented
proprietary technology, which these companies make and/or import,
use, and sell to major distributors and/or retailers in the United
States.  Delco Remy has requested both injunctive relief and
damages in its Complaint.

Delco Remy asserts that this activity infringes on its United
States Patents No. 4,604,538; 5,268,605; 5,307,700; and 5,252,878.  
Delco Remy is concerned that certain companies are supplying the
market with patent-infringing products sourced from China, as well
as other countries.  These sources are channeling new "knock-off"
parts into the automotive aftermarket, which has traditionally
used remanufactured products.

Richard L. Stanley, President of Delco Remy's Original Equipment
group stated, "Counterfeit and patent-infringing, automotive,
replacement parts have become a major problem for the industry.  
The copied products may look like our patented designs, but
typically do not meet the design specifications in terms of
functionality, quality and durability.  Customers may incorrectly
assume that a new knock-off part is a better choice than a
remanufactured original equipment part.  We are very proud of our
engineering capabilities and the performance of our products.  We
will aggressively defend our patents against infringement."

In addition to bringing the lawsuit, Delco Remy is also delivering
cease and desist notifications to more than 30 smaller
manufacturers and distributors who are involved in similar
practices.  These companies make little or no investment in
technology and subsist by copying the intellectual property of
legitimate automotive manufacturers.  Major national distributors
and/or retailers, who may have unsuspectingly purchased patent-
infringing parts from the companies named in the Complaint, are
being advised of the lawsuit.

The Motor and Equipment Manufacturers Association estimates that
counterfeit and patent-infringing replacement automotive parts are
costing the global automotive industry approximately $12 billion
annually.  Delco Remy joins a growing list of major manufacturers
taking a proactive position to ensure consumer confidence.

"Our objective is to protect the integrity of all legitimate
manufacturers and remanufacturers in the market place.  These
actions will in no way hinder anyone's ability to repair or
remanufacture products for the automotive aftermarket," said
Richard L. Keister, President of Delco Remy's Aftermarket.

Delco Remy International, Inc., headquartered in Anderson,
Indiana, is a leading designer, manufacturer, remanufacturer and
distributor of electrical, drivetrain/powertrain and related
products and core exchange service for automobiles and light
trucks, medium- and heavy-duty trucks and other heavy-duty off-
road and industrial applications.  It was formed in 1994 as a
partial divestiture by General Motors Corporation of the former
Delco Remy division, which traces its roots to Remy Electric,
founded in 1896.  More information is available at the company's
Web site at http://www.delcoremy.com

At June 30, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $422 million.


DENBURY: Completes Sale of CO2 Assets to Genesis Energy for $24M
----------------------------------------------------------------
Genesis Energy, L.P. (AMEX:GEL) has completed the previously
announced acquisition of an interest in 167.5 Bcf of CO2 under a
volumetric production payment, plus certain marketing rights, from
Denbury Resources Inc., for $24.0 million, enabling Genesis to
commence a wholesale CO2 marketing business.

Simultaneously with this CO2 transaction, Denbury will purchase
$4.9 million of Genesis common units. A Denbury subsidiary is the
general partner of Genesis.

Mark J. Gorman, president and CEO of Genesis, said, "We are
pleased to close this transaction. We want to express our
appreciation to the Denbury personnel with whom we worked to
complete the acquisition. We look forward to working with Denbury
to develop more strategic opportunities that will mutually benefit
our Unitholders and their shareholders."

Genesis purchased the CO2 assets from Denbury for $24.0 million in
cash. Denbury assigned to Genesis an interest in 167.5 Bcf of CO2
under a volumetric production payment and Denbury's existing long-
term CO2 supply agreements with three of its industrial customers.
The terms of the industrial sales contracts include minimum take
or pay volumes and maximum delivery volumes. Denbury will also
provide processing and transportation services for a fee. For the
next five years, based upon current conditions, Genesis projects
that approximately $5 million per year in operating income will be
generated from this CO2 acquisition.

Genesis Energy, L.P. operations include crude oil common carrier
pipelines, independent gathering and marketing of crude oil, with
operations concentrated in Texas, Louisiana, Alabama, Florida, and
Mississippi.

Denbury Resources Inc. (S&P, B Senior Subordinated Note Rating,
Stable) -- http://www.denbury.com-- is a growing independent oil  
and gas company. The Company is the largest oil and natural gas
operator in Mississippi, holds key operating acreage onshore
Louisiana and has a growing presence in the offshore Gulf of
Mexico areas.


DSI TOYS INC: Sunrock Pushes for Rapid Toy Inventory Liquidation
----------------------------------------------------------------
If unsecured creditors are to receive anything from DSI Toys,
Inc.'s liquidation, immediate and decisive action must be taken to
maximize the value of the Debtor's toy inventory.  Thanksgiving
weekend through December 24th is the single most important time of
year for toy sellers.  Thanksgiving is days away and Sunrock
Capital Corp., DSI's secured lender, or any third-party purchaser
or liquidator has a small window of opportunity within which to
identify, market, sell and ship the Debtor's inventory so that it
will reach retail shelves in time for retailers to take advantage
of the holiday selling season.  

Sunrock Capital is owed $4,225,207 under a bank loan agreement
that provided the Debtor with access to up to $10 million of
secured financing.  Those loans are secured by, among other
collateral, about $1.4 million of toy inventory (at cost) and some
$4.5 million of accounts receivable (from Kmart and other
retailers), of which $2.9 million is more than 90 days old.  

DSI Toys filed a chapter 7 petition in the U.S. Bankruptcy Court
for the Southern District of Texas in Houston on October 17, 2003.  
Sunrock has been working closely with, Janet S. Casciato-Northrup,
the Chapter 7 Trustee, to preserve and maximize value.  Sunrock
has retained Dominion Pacific Group to assess the inventory,
develop a budget and a viable plan of liquidation.  

Sunrock also realizes that DSI's accounts receivable are declining
in value and collection efforts need to be undertaken without
delay.  It is easier for the Debtor's accounts to be collected or
sold before and during the holiday season when retailers have the
cash and are less likely to assert offsets for returns.  

Sunrock's Executive Vice President John Erwin tells the Bankruptcy
Court that he's attempting to retain DSI's former CFO and the
Trustee is amenable.  Moreover, the Trustee is amenable to working
with Sunrock and its professionals to liquidate the inventory,
collect or sell the receivables and otherwise minimize
administrative claims against the estate.  

DSI Toys, Inc., filed its chapter 7 petition on October 17, 2003
(Bankr. S.D. Tex. Case No. 03-44867-H5-7).  William B.
Finkelstein, Esq., and Matthew J. Cleaves, Esq., at Hughes & Luce,
L.L.P., in Dallas, represent Sunrock Capital Corp., DSI's secured
lender.  


ENRON CORP: Various Creditors Sell Claims Totaling $54 Million
--------------------------------------------------------------
Pursuant to Rule 3001(e) of the Federal Rules of Bankruptcy
Procedure, the Court, overseeing the Enron Debtors' bankruptcy
proceedings, received these notices of claim transfer as of
October 24, 2003:

A. To Joint Energy Development Investments II:   
   
                                             Claim    
   Transferor                                 No.        Amount
   ----------                                -----       ------
   Andex Resources, LLC                       2253     $973,052

B. To Longacre Master Fund Ltd.:
                                             Claim    
   Transferor                                 No.        Amount  
   ----------                                -----       ------
   Pogo Producing (North Central Oil Corp.)  11313   $3,075,132

   Tatum Petroleum Corporation                9187    1,364,826

   W&T Offshore, Inc.                        21684    1,578,661

   Baltimore Gas & Electric Company          11526    1,653,067
                                             11528       82,832
                                             11529       82,832

C. To Stonehill Institutional Partners:

                                             Claim    
   Transferor                                 No.        Amount    
   ----------                                -----       ------
   S.B. Linden LLC                           16178   $4,075,363

   Vitro Corporativo, S.A. de C.V.           11291   15,780,283
                                             11292   15,780,283

   Peabody Coaltrade, Inc.                   20129    7,458,262

D. To Contrarian Capital Trade Claims LP:

                                             Claim    
   Transferor                                 No.        Amount    
   ----------                                -----       ------
   Trafigura AG                              13357   $1,339,275
                                             13356       18,742

   Transfigura Derivatives Limited           13354      475,700

E. To Trade-Debt.net:

                                             Claim    
   Transferor                                 No.        Amount  
   ----------                                -----       ------
   Weiss Drilling, Inc.                        -        $28,968

   Schanno Distribution Services, Inc.         -          6,931
                                               -          9,261

   G&M Trucking Company, LLC                   -            700

F. To Madison Liquidity Investors 119, LLC:
   
                                             Claim    
   Transferor                                 No.        Amount    
   ----------                                -----       ------
   Katz Kutter Alderman & Bryant, PA           -        $14,964
                                               -         24,009

G. To Liquidity Solutions, Inc. doing business as Revenue
   Management:   
                                             Claim    
   Transferor                                 No.        Amount    
   ----------                                -----       ------
   Baldwins Industrial Services, Inc.          -        $53,954
(Enron Bankruptcy News, Issue No. 86; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


EQUIFIN INC: Red Ink Continued to Flow in Third-Quarter 2003
------------------------------------------------------------
EquiFin, Inc. (AMEX:II and II,WS), an early stage, commercial
finance company which provides a range of capital solutions to
small and mid-size business enterprises, reported third quarter
and nine-month results for the period ended September 30, 2003.

Revenues for the third quarter of 2003 were $547,000, compared
with $550,000 for the same period in 2002. The Company had a 2003
third quarter loss of $359,000 from continuing operations, versus
a loss of $154,000 for the same quarter ended September 30, 2002.
The Loss from continuing operations for the 2003 third quarter was
$.05 per share, compared with a loss from continuing operations of
$.02 per share last year. In commenting on the results for the
2003 third quarter, as compared to the third quarter a year ago,
EquiFin's President, Walter Craig, noted that he did not feel the
recently completed quarter, when compared to last year's third
quarter results, were indicative of the progress the Company was
making toward profitability since the third quarter in 2002
benefitted significantly from a "unique revenue opportunity" which
skewed revenues for that period and this year's third quarter was
hampered by approximately $70,000 of nonrecurring expenses related
primarily to the discontinuance of an acquisition and various loan
administration fees.

Revenues for the nine months ended September 30, 2003, were
$1,469,000, compared with $1,083,000 for the similar period in
2002. The loss from continuing operations for the 9-month period
was $1,189,000, versus a loss from continuing operations of
$1,046,000 during the same period in 2002. Nine-month results from
continuing operations showed a loss of $.15 per share at
September 30, 2003, compared with a loss of $.13 per share for the
same period in 2002. "Over the first nine months of 2003, we have
been able to increase our loan portfolio as developed and operated
by our subsidiary, Equinox Business Credit Corp., by approximately
50% to a level of $13,000,000. The costs associated with managing
this growth should largely be unchanged for future growth of this
size. Accordingly, in the coming months, as Equinox' portfolio
grows, and extraordinary expenses are eliminated, we expect
Equinox' continuing operations to become profitable," said Mr.
Craig. As a step in its financial development, Equinox operated
throughout the entire third quarter on close to positive cash-
flow basis, missing such mark by just $7,000.

In other developments from the recently completed quarter, it was
noted that the Company's stockholder equity had increased
dramatically by $2,000,000 to $3,538,000 which solidified the
Company's plan to comply with American Stock Exchange rules for an
increase in stockholder equity over an 18-month period that ends
in June of 2004.

Also, during the quarter ended September 30, 2003, the Company
raised additional capital of $1,100,000 to assist its growth. "We
are encouraged by the capital support and availability of capital
for EquiFin which will enable us to continue our plan to develop
EquiFin as a small business finance company," said Mr. Craig.

                         *    *    *

                  Going Concern Uncertainty

In a previous Form 10-KSB filing, the Company reported:

"Equinox Business Credit Corp. (81% owned subsidiary) did not
meet the tangible net worth requirement of $3,000,000 under its
credit facility at December 31, 2002.  The lender has waived the
defaults and amended the credit facility to provide for a
tangible net worth requirement of $2,600,000 through May 31,
2003 and $3,900,000 effective June 30, 2003.  The operating
results for Equinox will not be adequate to establish this net
worth requirement during the last half of 2003 and, accordingly,
further capital contributions by EquiFin to cover such
deficiency will be required.  In addition to the agreement to
have a specific net worth which has required capital
contributions from EquiFin, Equinox has, through March 31, 2003,
operated as a negative cash flow business.  EquiFin has provided
operating cash to Equinox to cover such cash shortfalls.
EquiFin is continuing its capital formation efforts so that it
will be in a position to continue to provide Equinox with
capital for its operating needs and net worth coverage, however
there can be no assurances that such efforts will be successful.

"If EquiFin is unable to raise capital on a timely basis, or
liquidate any of its other assets on a timely basis to meet
Equinox' net worth and/or cash flow needs, Equinox would be
required to attempt to negotiate a waiver with the lender on the
net worth requirement of its Credit Facility.  There can be no
assurance the lender would consent to this request.  If
sufficient cash is not timely available for Equinox' operating
needs, a reduction in operating expenses or a liquidation of
certain assets would be required to continue Equinox'
operations.  Equinox also does not expect to meet the interest
coverage requirement in April 2003.  Accordingly, these matters
raise substantial doubt about the Company's ability to continue
as a going concern."


EQUISTAR CHEMICALS: Commences $200MM Sr. Note Private Placement
---------------------------------------------------------------
Equistar Chemicals, LP, announced that, as part of a financing
plan, it is commencing a private placement offering of $200
million of senior notes due in 2011.  

Equistar will use $173 million of the net proceeds to repay in
full the term loans outstanding under Equistar's credit facility
and the remaining net proceeds to repay borrowings outstanding
under Equistar's revolving credit facility.  The offering is
expected to close later this month.

In addition to the senior notes offering, Equistar is in the
process of implementing a new $450 million, four-year accounts
receivable sales facility and a new $250 million, four-year
inventory-based revolving credit facility. The new facilities will
replace Equistar's existing $100 million accounts receivable sales
agreement and its existing $354 million revolving credit facility.  
Equistar anticipates closing the new facilities in December 2003,
subject to completion of definitive documentation and other
customary conditions.

The senior notes will be offered only to qualified institutional
buyers and other eligible purchasers in a private placement
offering.  The notes will not be registered under the Securities
Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from registration.

Equistar Chemicals, LP (S&P, BB Corporate Credit Rating, Negative
Outlook), headquartered in Houston, Texas, is a joint venture
between Lyondell Chemical Company (NYSE: LYO) and Millennium
Chemicals Inc. (NYSE: MCH).


EXIDE TECHNOLOGIES: Wants to Pull Plug on Princeton Office Lease
----------------------------------------------------------------
The Exide Debtors seek the Court's authority to reject an
unexpired lease with 210 Associates Limited Partnership for
21,116 square feet of office space, located at 210 Carnegie
Center in Princeton, New Jersey.

The Debtors and Associates have agreed that:

   (a) the effective date of the lease rejection will be
       February 15, 2004;

   (b) each party will continue to perform all of its obligations
       under the Lease until February 15, 2004; and

   (c) in exchange for allowing the Debtors to occupy the
       premises, Associates will be entitled to keep the Debtors'
       $675,712 security deposit, which was provided pursuant to
       a letter of credit.

The Debtors evaluated the Lease in the context of the Bankruptcy
Code and determined that the Lease is not required beyond
February 15, 2004.  The Princeton Office houses the Debtors'
headquarters and has a capacity of 40 to 50 individuals.  During
the Petition Date, there were about 40 employees in the Princeton
Office.  However, as a result of the Debtors' restructuring and
their consolidation of resources, the Princeton Office now
consists of approximately 20 employees.  Therefore, the Princeton
Office is larger than the Debtors require.

Additionally, the Lease payments are expensive.  Under the Lease,
the Debtors pay $750,000 per year.

The Debtors are negotiating a new lease for a smaller office in
the Princeton area, which would cost $310,000 annually.  Upon the
rejection of the Princeton Office and transferring to a new
lease, the Debtors could save $440,000 per year for the remainder
of the term of the Lease, which is until 2011.  As a result, the
rejection of the Lease would save the Debtors over $3,000,000.

The Debtors cannot vacate the Princeton Office until they are
able to execute a lease for the new facility.  They expect to be
able to do so in the next few months.  However, with the Plan
confirmation expected to occur soon, and the effective date of
the Plan to occur shortly after, the Debtors must decide whether
to assume or reject their executory contracts and unexpired
leases now, before they are able to finalize the new lease.

Therefore, the Debtors have agreed to allow Associates to retain
the Security Deposit in exchange for the agreement that the
effective date of the rejection will be on February 15, 2004,
which will provide the Debtors with sufficient time to execute a
new lease.

The alternatives to rejecting the Princeton Office are not sound
economic or even viable alternatives, the Debtors relate.  If the
Court were to deny their request, the Debtors' option would be to
either assume the Lease, cure any prepetition defaults and remain
in the premises, which is significantly more space than need and
expensive, or reject the Lese and immediately vacate the premises
without alternative space. (Exide Bankruptcy News, Issue No. 34;
Bankruptcy Creditors' Service, Inc., 215/945-7000)

  
FEDERAL-MOGUL: Balks at 2,700 Asbestos Property Damage Claims
-------------------------------------------------------------
The Federal-Mogul Debtors object to 2,732 asbestos property damage
claims filed by the law firm of Speights & Runyan.  The Debtors
explain that the Asbestos PD Claims fail to include sufficient
evidence supporting the basis for the claims and to identify the
names of actual claimholders.  The Bar Date Order expressly
prescribed the use of a Court-approved, customized claim form for
submitting Asbestos PD Claims.  The PD Claim Form specifically
required a claimant to:

     (i) list the claimant's name;

    (ii) describe the basis for the claim, including product
         identification;

   (iii) state the liquidated amount of damages; and

    (iv) attach documents supporting the claim, a summary of the
         documents if too voluminous, or an explanation as to why
         they were not attached.

The Debtors tell the Court that the customized PD Claim Form, as
well as the scope and duration of the publication and media
program for providing notice of the Asbestos PD Claims Bar Date,
were developed with the knowledge of -- and in consultation with
-- Speights & Runyan as well as other parties dating back to
April 2002.

Asbestos PD Claims arise from various lawsuits seeking recovery
for asbestos-related property damage.  The actions were based
largely on Debtor T&N Limited's historical business.  These
lawsuits focused on one of T&N's products, a spray-on
fireproofing, acoustical and thermal system insulation product
known as Sprayed Limpet Asbestos.

Before the Petition Date, the Debtors faced 146 Property Damage
Actions.  Most of these Actions have either been settled,
dismissed or won at trial by the Debtors or consolidated into
class actions.  As of the Petition Date, only two Property Damage
Actions remain pending.

Speights & Runyan filed 2,915 Asbestos PD Claims, which account
for 78.5% of the Asbestos PD Claims filed in the Debtors' cases.

Among the 2,732 objectionable Asbestos PD Claims, the Debtors
report that Speights & Runyan filed 1,645 Claims on behalf of
unnamed claimants that related to over 400 different buildings
and facilities.  These claims failed to provide adequate
information pertaining to product identification in every single
claim.

Speights & Runyan also filed 493 unliquidated claims that (i)
include the name of the claimant, (ii) involve over 100 different
buildings and facilities in Canada, and (iii) identify the
Debtors' products as "Limpet Sprayed Fireproofing".  Although the
Canada Limpet Claims attach some materials in support of product
identification, the documentation is incomplete and insufficient
for a variety of reasons.

Several months ago, the Debtors provided Speights & Runyan with a
list of 1,000 buildings and facilities in the United States where
the Debtors had reason to believe that Limpet may have been
applied.  Consequently, Speights & Runyan filed 594 claims that
simply list the names of the buildings and facilities verbatim
from the List.  The U.S. Limpet Claims fail to list the name of
the claimants.

In the case of five claims Speights & Runyan filed, the Debtors
note that the actual building owners filed their own Asbestos PD
Claims.  Three of these Claimants -- the Public Library of
Charlotte & Mecklenburg County, Jefferson Pilot Financial, and
St. Bernard's Parish of the Diocese of Pittsburgh, Pennsylvania
-- when contacted by the Debtors, indicated Speights & Runyan's
lack of authority to represent them.

According to Clinton B. Fisher, Esq., at Hanly & Conroy LLP, in
New York, although only two Property Damage Actions were pending
against the Debtors as of the Petition Date, there have been 146
Actions brought against them in the past.  The Debtors succeeded
in obtaining dismissals in 111 of these Actions with the Debtors
paying nothing to the plaintiffs, three of the Actions were
consolidated into a class action, and two were won at trial by
the Debtors.  The remaining 30 cases were settled.

It is critical for the Debtors to know the claimants' identities.  
Mr. Fisher maintains that the Debtors must verify whether the
claimants are subject to previously obtained releases of Asbestos
Property Claims by way of one of the 30 Settlements.  The
claimants may also have been subject to other litigation that
resulted in dismissal with prejudice or defense judgment that
would preclude those claimants from asserting claims again.  Some
of the claimants may also be part of other pending class actions,
either intentionally or through the failure to opt out, which
would prevent them from asserting their claims individually.  Mr.
Fisher says that the Debtors have no way of knowing whether the
Speights & Runyan Claims are valid without first identifying the
names of the actual claimants.

Hanly & Conroy is the Debtors' special asbestos litigation
counsel.

The Debtors ask the Court to disallow and expunge the disputed
Asbestos PD Claims in their entirety. (Federal-Mogul Bankruptcy
News, Issue No. 46; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


FERRELLGAS PARTNERS: Declares First Quarter Cash Distribution
-------------------------------------------------------------
Ferrellgas Partners, L.P. (NYSE: FGP) declared a first quarter
cash distribution of $0.50 per partnership common unit.  The
distribution is payable December 15, 2003, to common unitholders
of record as of December 3, 2003.

The distribution covers the period from August 1, 2003, to
October 31, 2003, the end of the partnership's first quarter of
fiscal year 2004. Ferrellgas' annualized distribution is currently
$2.00 per common unit.

Ferrellgas Partners, L.P. (Fitch, BB+ Senior Debt), through its
operating partnership, Ferrellgas, L.P., currently serves more
than one million customers in 45 states. Ferrellgas employees
indirectly own more than 17 million common units of the
partnership through an employee stock ownership plan.

At July 31, 2003, Ferrallgas Partners' balance sheet shows that
its total current liabilities outweighed its total current assets
by about $4 million.


FINOVA: Finova Portfolio Files Final Chapter 11 Case Report
-----------------------------------------------------------
James A. Curtin, The Finova Group Inc. Vice-President and
Associate General Counsel, provides a breakdown of the results in
Finova Portfolio Services, Inc.'s Chapter 11 case, Case No. 01-
0703:

   (1) No Chapter 11 trustee or examiner was appointed in the  
       Finova Portfolio Case.  Hence, no fees were incurred for
       a trustee or trustee's counsel.  For the U.S. Trustee, the
       fee is $38,750;

   (2) On or before the hearing date on Finova Portfolio's motion
       for a final decree and order closing its Chapter 11 case,
       Finova will have paid all required fees due under 28
       U.S.C. Section 1930;

   (3) The Third Amendment and Restated Joint Plan of
       Reorganization for Finova Group was confirmed on
       August 21, 2001.  The percentage dividends paid or to be
       paid to claimants are:

       Class          Type of Claim or Interest     Distribution
       -----          -------------------------     ------------
       Unclassified   Administrative Claims         Paid in full
       Unclassified   Priority Tax Claims           Paid in full
       1              Unsecured Priority Claims     Paid in full
       2              Secured Claims                Paid in full
       3              Trade Claims                  Paid in full
       4              Miscellaneous Secured Claims  Paid in full

   (4) All payments to professionals in the jointly administered
       Chapter 11 cases of Finova Group, et al., Case Nos. 01-
       0697 through 01-0705, were made by Debtor Finova Capital
       Corporation.  The fees and expenses awarded to retained
       professionals, members of the Official Committee of
       Unsecured Creditors, and members of the Official Committee
       of Equity Security Holders will be provided on a
       consolidated basis at the close of Finova Capital
       Corporation's case, Case No. 01-0698 (PJW). (FINOVA
       Bankruptcy News, Issue No. 43; Bankruptcy Creditors'
       Service, Inc., 215/945-7000)   


FLEMING: Asks Court to Fix Jan. 15, 2004 Admin. Claims Bar Date
---------------------------------------------------------------
Fleming and its creditors' committee and lenders have worked to
develop a reorganization plan that will allow the company to
successfully exit Chapter 11.  In fact, the Debtors tell Judge
Walrath, they anticipate filing a Plan in the near future.  An
integral component of the Plan's development is an understanding
of the magnitude of administrative claims that will be asserted
against the Debtors' estate.  To quantify the amount of
administrative claims against the Debtors in connection with
determining the feasibility of the Plan and to facilitate the
establishment of appropriate reserves under the Plan, the Debtors
ask the Court to:

   (a) fix January 15, 2004, at 4:00 p.m. as the final date by
       which administrative claims must be filed;

   (b) approve their proposed form and manner of notice of
       the Administrative Claims Bar Date; and

   (c) approve their proposed Proof of Administrative Claim Form.

The Administrative Claims Bar Date apply to all unpaid
administrative claims arising from and after the Petition Date
through and including October 31, 2003, except for:

   -- administrative claims of professionals employed and
      retained pursuant to Sections 327 and 328 of the Bankruptcy
      Code;

   -- expenses incurred by members of the Official Committee of
      Unsecured Creditors;

   -- all fees payable and unpaid under 28 U.S.C. Section 1930;

   -- any fees or charges assessed against the Debtors' estates
      under 28 U.S.C. Section 123; and

   -- any intercompany claims between the Debtors and their
      affiliates.

Scotta E. McFarland, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub P.C., in Wilmington, Delaware, says that the
Debtors propose to serve the Administrative Claims Bar Date
Notice on or before December 5, 2003, in accordance with Rule
9007 of the Federal Rules of Bankruptcy Procedure, by first class
mail, postage prepaid, to:

   (a) all parties who have requested notice pursuant to
       Bankruptcy Rule 2002;

   (b) the United States Trustee;

   (c) the counsel to the Committee;

   (d) the counsel to the senior secured lenders;

   (e) all the Debtors' lessors;

   (f) any party who, upon reasonable investigation by the
       Debtors, has provided postpetition goods or services to
       the Debtors and has not been paid for the goods or
       services; and

   (g) all other parties known by the Debtors that may hold
       Administrative Claims.

To provide notice of the Administrative Claims Bar Date to
unknown creditors in accordance with Bankruptcy Rule 9008, the
Debtors intend to publish the Notice at least 30 days before the
Administrative Claims Bar Date expires in these publications:

   * USA Today,
   * The Wall Street Journal,
   * The New York Times,
   * Toronto Globe and Mail,
   * USA Today -- Global Edition, and
   * International Herald Tribune.

Ms. McFarland tells the Court that the Proof of Administrative
Claim Form is substantially identical to the Official Form 10,
but has been slightly modified to identify and reflect that the
claim form is one for an administrative claim.  The Debtors
propose to serve a copy of the Proof of Administrative Claim Form
on each party who receives a copy of the Administrative Bar Date
Notice.  The Debtors will provide a toll-free telephone number at
Bankruptcy Management Corporation, the Debtors' claims and
noticing agent, where the Proof of Administrative Claim Form may
be obtained.  The Debtors will also post a copy of the Proof of
Administrative Claim Form on the Debtors' section of the BMC
website in a downloadable format.

The Debtors propose that any party filing a Proof of
Administrative Claim Form be required to file along with it all
documents establishing the alleged claimant's right to the claim
and the amount of the claim, as well as corresponding documents
proving the administrative nature of the claim.  Ms. McFarland
says that the proposed notice and its service satisfy all the
requirements of Bankruptcy Rules 2002 and 2003. (Fleming
Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FLEXTRONICS: Will Host Mid-Quarter Conference Call on December 2
----------------------------------------------------------------
Flextronics (Nasdaq: FLEX), will host its regular mid-quarter
conference call on Tuesday, December 2. The conference call,
hosted by Flextronics' senior management, will be held at 1:30
p.m. PST and will provide a general update on the Company and its
future outlook. This call will be broadcast via the Internet and
may be accessed by logging on to the Company's Web site at
http://www.flextronics.com A replay of the broadcast will remain  
available on the Company's Web site after the call.

Minimum requirements to listen to the broadcast are Microsoft
Windows Media Player software -- free download at
http://www.microsoft.com/windows/windowsmedia/download/default.asp  
-- and at least a 28.8 Kbps bandwidth connection to the Internet.

Headquartered in Singapore, Flextronics (S&P, BB+ Corporate
Credit Rating, Stable) is the leading Electronics Manufacturing
Services provider focused on delivering supply chain services to
technology companies. Flextronics provides design, engineering,
manufacturing, and logistics operations in 29 countries and five
continents. This global presence allows for supply chain
excellence through a network of facilities situated in key markets
and geographies that provide customers with the resources,
technology, and capacity to optimize their operations.
Flextronics' ability to provide end-to-end services that include
innovative product design, test solutions, manufacturing, IT
expertise, network services, and logistics has established the
Company as the leading EMS provider with revenues of $13.4 billion
in its fiscal year ended March 31, 2003. For more information,
visit http://www.flextronics.com


FX ENERGY: Rolls-Royce Converts $3.3 Million Debt into Equity
-------------------------------------------------------------
FX Energy, Inc. (Nasdaq: FXEN) announced that Rolls-Royce Power
Ventures Ltd., has exercised its right to convert FX Energy's note
into FX Energy, Inc. common stock.  RRPV also notified the Company
that it has agreed to sell the 972,222 shares issued upon
conversion of the debt to a group of investors. The full amount of
the obligation including interest had been carried under current
liabilities on the Company's balance sheet.  The transaction saved
the Company approximately $3.6 million of cash that it would have
been required to pay to RRPV this year.  FX Energy reported $8.3
million in cash and cash equivalents as of September 30, 2003, of
which, $3.3 million had been reserved for payment of the RRPV
note.

FX Energy holds interests in five project areas in Poland:

The Fences I project area covers approximately 265,000 acres in
western Poland's Permian Basin.  FX Energy holds a 49% interest
subject to the right of CalEnergy Gas to earn half of that 49%.  
POGC holds 51%.

The Fences II project area covers approximately 670,000 acres in
western Poland's Permian Basin.  FX Energy has a 49% interest in
Fences II and POGC holds 51%.

The Fences III project area covers approximately 770,000 acres in
western Poland's Permian Basin.  FX Energy holds a 100% interest.

The Pomerania project area covers approximately 2.2 million acres
in western Poland's Permian Basin.  FX Energy holds a 100%
interest in the Pomerania project area except for one block of
approximately 225,000 acres, where its interest is 85% and POGC
holds 15%.

The Wilga project area covers approximately 250,000 acres in
central Poland; FX Energy holds a 45% interest.

For a discussion of the contingencies and uncertainties to which
information respecting future events is subject, see FX Energy's
2002 annual report on Form 10-K and other SEC reports or visit FX
Energy's Web site at http://www.fxenergy.com

As reported in Troubled Company Reporter's October 15, 2003
edition, FX Energy said that with insufficient revenues to cover
FX Energy's operating expenses to fund further exploration, the
Company's greatest uncertainty is its shortage of capital and its
dependence on obtaining substantial amounts of external funding
through the sale of securities or an interest in its exploration
projects in Poland. The Company's ability to obtain such required
funding is, to a substantial extent, dependent on the interest of
the securities markets and oil and gas industry generally in
international oil and gas exploration. Although FX believes that
there appears to be growing securities markets and industry
interest in financing international oil and gas exploration, the
Company cannot assure that this will enable it to obtain the
financing it requires on acceptable terms, or that such perceived
trend, if accurately perceived, may not become less favorable.

As of March 31, 2003, FX Energy had approximately $3.6 million of
cash and cash equivalents and negative working capital of
approximately $4.2 million, coupled with a history of operating
losses. These matters raise doubt about the Company's ability to
continue as a going concern. In addition, it has a remaining work
commitment of $5.4 million, in addition to an accrued liability of
$4.6 million at March 31, 2003, that must be satisfied in order to
earn a 49.0% interest in its Fences I project area.

To date, the Company has financed operations principally through
the sale of equity securities, issuance of debt securities and
agreements with industry participants that funded the Company's
share of costs in certain exploratory activities in order to earn
an interest in the Company's properties. FX recently completed a
private placement of convertible preferred stock. However, the
continuation of its exploratory efforts in Poland is dependent on
raising additional capital, or on arranging industry funding for
such exploration. The availability of such capital will affect the
timing, pace, scope and amount of Company future capital
expenditures. FX Energy cannot assure that it will be able to
obtain additional financing, reduce expenses or successfully
complete other steps to continue as a going concern. If unable to
obtain sufficient funds to satisfy future cash requirements, the
Company indicates that it may be forced to curtail operations,
dispose of assets or seek extended payment terms from its vendors.
Such events would materially and adversely affect its financial
position and results of operations.


GALEY & LORD: Files Plan and Disclosure Statement in New York
-------------------------------------------------------------
Galey & Lord, Inc. (OTC Bulletin Board: GYLDQ), filed a proposed
plan of reorganization and related disclosure statement in the
United States Bankruptcy Court for the Southern District of New
York on Friday, November 14, 2003. The plan was filed jointly with
Galey & Lord's 11 direct and indirect domestic subsidiaries,
including Galey & Lord Industries and Swift Denim.

The Company believes that in light of the filing of this plan, it
is poised to emerge from bankruptcy ready to build upon their
leadership position as a supplier of textile fabrics to the
apparel industry. Mr. Arthur Wiener, Galey's Chairman and Chief
Executive Officer, stated that "this is an important step for our
Company and we are grateful to our many loyal customers, vendors,
and employees for the support they have given us through this
difficult period. The plan allows us to successfully de-leverage
our balance sheet and emerge as a strong well-financed enterprise.
The Company expects to emerge with a capital structure that will
support its ongoing business ventures as well as its vision of the
future."

Under the plan, the Company's senior secured debt holders would
exchange approximately $300 million in pre-petition secured debt
for a combination of cash, a secured note in the amount of $130
million, and the equity of the emerging parent company. The
Company expects to have in place exit financing of up to $70
million of which approximately $25 million would be drawn upon
emergence. A cash pool would be available to satisfy a portion of
the claims of the companies' general unsecured creditors, and the
holders of the Company's $300 million subordinated senior notes
would receive warrants to purchase common stock if their class
votes to accept the plan. Current equity holders would receive no
distribution under the terms of the plan.

The bankruptcy court is expected to consider approval of the
disclosure statement on December 17, 2003. Once the disclosure
statement is approved, the Company will be able to solicit votes
on the plan. The Company expects the court to consider
confirmation of the plan by the end of January 2004, and the
Company hopes to emerge from bankruptcy soon thereafter. The
Company's DIP financing has recently been extended to February 15,
2004, subject to final court approval.

The Company and its foreign affiliates, are leading global
manufacturers of textiles for sportswear, including cotton
casuals, denim, and corduroy. The Company believes it is the
market leader in producing innovative woven sportswear fabrics as
a result of its expertise in sophisticated and diversified
finishing. Fabrics are designed in close partnership with
diversified base of customers to capture a large share of the
middle and high end of the bottomweight woven market. The Company
also believes it is one of the world's largest producers of
differentiated and value-added denim products. The Company and its
foreign subsidiaries employs approximately 3300 employees in the
United States and 1500 employees in its owned foreign operations.
The Company and their joint venture interests operate facilities
in the US, Canada, Mexico, Europe and Tunisia.

The Company's current trading symbol on the OTC Bulletin Board is
"GYLDQ."


GBC BANCORP: Fitch Withdraws BB Debt Rating After Redemption
------------------------------------------------------------
Fitch withdrew its 'BB' subordinated debt rating for GBC Bancorp.
The action was prompted by the announcement by Cathay Bancorp that
the $40 million in subordinated debt issued by GBC has been fully
redeemed. All other ratings for GBC and its subsidiary General
Bank remain on Rating Watch Evolving. A complete list of the
ratings is provided below.

GBC's other ratings are on Rating Watch Evolving as CATY continues
to integrate the two companies' operations. As discussed when the
ratings were initially placed on Rating Watch Evolving on
May 7, 2003, unanswered questions remain regarding the increased
integration risks of combining the two equally-sized companies, as
well as outstanding asset quality issues at the legacy GBC
Bancorp. As such, the Evolving status will remain until Fitch is
better able to assess the financial and operational impact of the
merger.

                        Rating Withdrawn:

     GBC Bancorp

        -- Subordinated debt, 'BB'.

                        Current Ratings:

     GBC Bancorp

        -- Long-term debt, 'BB+';
        -- Short-term debt, 'B';
        -- Individual, from 'C';
        -- Rating Watch, 'Evolving.'

     General Bank

        -- Long-term deposits, 'BBB-';
        -- Long-term debt, 'BB+';
        -- Short-term deposits, 'B';
        -- Short-term debt, 'B';
        -- Individual, 'C';
        -- Rating Watch, 'Evolving.'


GENESIS HEALTH: Declares Preferred Purchase Rights Dividend
-----------------------------------------------------------
Genesis Health Ventures, Inc.'s Board of Directors has declared a
dividend distribution of one Preferred Share Purchase Right on
each outstanding share of GHVI common stock.

"The Rights are designed to assure that all of GHVI 's
stockholders receive fair and equal treatment in the event of any
proposed takeover of the Company and to guard against abusive
tactics to gain control of GHVI without paying all stockholders a
premium for that control," stated Robert H. Fish, Chairman and
Chief Executive Officer of GHVI.  "Rights are not being adopted
in response to any specific takeover threat, but are a prudent
step as we move forward following the spin-off of our eldercare
business."

The Rights are intended to enable all GHVI stockholders to realize
the long-term value of their investment in the Company.  The
Rights will not prevent a takeover, but should encourage anyone
seeking to acquire the Company to negotiate with the Board prior
to attempting a takeover.

The Rights will be exercisable only if a person or group acquires
20% or more of GHVI's common stock or commences a tender offer the
consummation of which would result in ownership by a person or
group of 20% or more of the common stock.  Each Right will entitle
stockholders to buy one one-hundredth of a share of a new series
of junior participating preferred stock at an exercise price of
$100.00.

If a person or group acquires 20% or more of GHVI's outstanding
common stock, each Right will entitle its holder (other than such
person or members of such group) to purchase, at the Right's then-
current exercise price, a number of GHVI's common shares having a
market value of twice such price.  In addition, if GHVI is
acquired in a merger or other business combination transaction
after a person has acquired 20% or more of the Company's
outstanding common stock, each Right will entitle its holder to
purchase, at the Right's then-current exercise price, a number of
the acquiring company's common shares having a market value of
twice such price.  The acquiring person will not be entitled to
exercise these Rights.

Prior to the acquisition by a person or group of beneficial
ownership of 20% or more of the Company's common stock, the Rights
are redeemable for one cent per Right at the option of the Board
of Directors.

The Board of Directors is also authorized to reduce the 20%
thresholds referred to above to not less than 10%.

The dividend distribution of Rights will be made on December 1,
2003, payable to stockholders of record on that date, and is not
taxable to stockholders.  The Rights will expire on December 1,
2013.

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 sites at http://www.ghv.com


GINGISS GROUP: Taps Bank One as Claims and Notice Agent
-------------------------------------------------------
The Gingiss Group, Inc., and its debtor-affiliates want to employ
the services of Bank One, N.A. as Noticing and Claims Agent in
these cases.

Bank One is expected to:

     a. prepare and serve required notices in these Chapter 11
        cases, including:

          (i) notice of the commencement of these Chapter 11
              cases and the initial meeting of creditors under
              Section 341(a) of the Bankruptcy Code;

         (ii) notice of the claims bar date;

        (iii) notice of objections to claims;

         (iv) notice of any hearings on a disclosure statement
              and confirmation of a plan of reorganization; and

          (v) other miscellaneous notices to any entities, as
              the Debtor or the Court may deem necessary or
              appropriate for an orderly administration of these
              Chapter 11 cases;

     b. after the mailing of a particular notice, file with the
        Clerk's Office a certificate or affidavit of service
        that includes a copy of the notice involved, an
        alphabetical list of persons to whom the notice was
        mailed and the date and manner of mailing;

     c. maintain copies of all proofs of claim and proofs of
        interest filed;

     d. maintain official claims registers, including, among
        other things, the following information for each proof
        of claim or proof of interest:

          (i) the applicable Debtor;

         (ii) the name and address of the claimant and any agent
              thereof, if the date received;

        (iii) the claim number assigned; and

         (iv) the asserted amount and classification of the
              claim;

     e. implement necessary security measures to ensure the
        completeness and integrity of the claims registers;

     f. transmit to the Clerk's Office a copy of the claims
        registers on a weekly basis, unless requested by the
        Clerk's Office on a more or less frequent basis;

     g. maintain an up-to-date mailing list for all entities
        that have filed a proof of claim or proof of interest,
        which list shall be available upon request of a party in
        interest or the Clerk's Office;

     h. provide access to the public for examination of copies
        of the proofs of claim or proofs of interest, without
        charge, during regular business hours;

     i. record all transfers of claims pursuant to Bankruptcy
        Rule 3001 (e) and provide notice of such transfers as
        required by Bankruptcy Rule 3001(e);

     j. comply with applicable federal, state, municipal, and
        local statutes, ordinances, rules, regulations, orders
        and other requirements;

     k. provide temporary employees to process claims, as
        necessary; and

     l. promptly comply with such further conditions and
        requirements as the Clerk's Office or the Court may at
        any time prescribe.

Victoria Pavlick, Managing Director of Bank One reports that Bank
One will bill the Debtors in their customary blended rate of:

          Database Set-Up                    $135 per hour
          Claims Docketing                   $60 per hour
          Document Management                $60 per hour
          Software ad System Charges         $750 per month
          Public Web Site Design/Maintenance $135 per hour
          Public Web Site Hosting            $750 per month
          Reporting                          $135 per hour
          Consulting                         $150 per hour
          Balloting                          $72 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: Expansion of Ernst & Young Engagement Approved
---------------------------------------------------------------
Global Crossing Ltd. and its debtor-affiliates obtained the
Court's authority, pursuant to Sections 327(a) and 328(a) of the
Bankruptcy Code and Rule 2014(a) of the Federal Rules of
Bankruptcy Procedure, to expand the scope of services to be
provided by Ernst & Young LLP, nunc pro tunc to June 2, 2003.

On May 14, 2002, the GX Debtors employed Ernst & Young LLP to
provide certain litigation advisory services.  On July 29, 2002,
the GX Debtors expanded the scope of E&Y's employment to include
certain tax-related services.  

The GX Debtors further expand E&Y's employment to include
assisting them allocate the value of their ongoing enterprise, as
implied by ST Telemedia's equity investment under the Purchase
Agreement, among the GX Debtors' various assets.  The GX Debtors
require these Allocation Services to prepare their financial
statements on a "fresh-start" accounting basis as of the date of
their emergence from Chapter 11 in accordance with applicable
accounting principles.  

E&Y will provide the Allocation Services on the terms and
conditions as set forth in the Letter of Understanding, dated
June 2, 2003, between the GX Debtors and E&Y, which services
include:

    (a) interviewing the GX Debtors' management concerning:

        -- business operations and historical financial
           performance;

        -- business plans, future performance estimates, budgets
           and network utilization factors;

        -- the assumptions underlying the business plans,
           estimates, or budgets, as well as the risk factors
           that could affect planned performance; and

        -- the nature and expected use of Global Crossing's major
           assets, including its identified tangible and
           intangible assets;

    (b) analyzing the telecommunications industry, as well as the
        economic and competitive environments in which Global
        Crossing operates;

    (c) conducting interviews and site inspections at Global
        Crossing's network operation center in London, England and
        the regional operating center in Detroit, Michigan;

    (d) valuing the owned capital equipment, network assets,
        global marine systems assets and leasehold improvements of
        Global Crossing;

    (e) reviewing and analyzing the material identifiable
        intangibles including, but not limited to:

        -- Trademark, trade name(s), and patents;

        -- Contractual relationships;

        -- Non-contractual relationships meeting the
           "separability" criteria as set forth in accounting
           guidelines; and;

        -- Other intangibles, including, but not limited to,
           capacity purchase agreements;

    (f) estimating the value of the assembled workforce for
        purposes of developing a contributory asset charge in
        this analysis; and

    (g) preparing a summary narrative report outlining E&Y's
        recommendations of value, the methodologies employed,
        and the assumptions utilized in the analysis.

The GX Debtors will compensate E&Y on an hourly basis, plus
reimbursement of actual, necessary expenses and other charges
incurred by E&Y.  E&Y's hourly rates are set at a level designed
to fairly compensate the firm for the work of its attorneys and
legal assistants and to cover fixed and routine overhead
expenses.  Currently, E&Y's hourly rates are:

     partners and principals    $550 - 700       
     senior managers             390 - 545       
     managers                    325 - 440       
     seniors                     200 - 320       
     staff                       165 - 220       

Joseph Rosenbaum, a partner at Ernst & Young LLP, anticipates
that the project will cost the GX Debtors about $325,000 plus any
reasonable out-of-pocket expenses that the firm may incur in
connection with the project.  However, this estimate is based on
a number of assumptions, including that the Plan becomes
effective by the end of October 2003. (Global Crossing Bankruptcy
News, Issue No. 50; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


GLOBALSTAR LP: Court to Consider Proposed Asset Sale Tomorrow
-------------------------------------------------------------
On February 15, 2002, Globalstar L.P. and certain of its
subsidiaries filed voluntary petitions under Chapter 11 of the
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware (Case Nos. 02-10499, 02-10501, 02-10503 and
02-10504).

On April 25, 2003, the Bankruptcy Court approved ICO Global
Communications (Holdings) Limited  as the bidder proposing the
highest and best offer to acquire Globalstar's assets in
accordance with auction procedures approved by the Bankruptcy
Court on February 20, 2003. Subsequently, Globalstar and ICO
entered into a definitive investment agreement, dated May 19,
2003, providing for the transactions contemplated by ICO's
proposal.

Recently, ICO informed Globalstar that ICO believes the closing of
the transaction contemplated by the ICO Investment Agreement is
unlikely to occur because certain conditions to closing are
unlikely to be satisfied. Upon being so informed, Globalstar
sought and received ICO's consent to Globalstar having discussions
with third parties regarding an alternative transaction involving
an investment in, or acquisition of the assets of, Globalstar.
Thereafter, Globalstar promptly identified appropriate third
parties and initiated such discussions.

On October 31, 2003, Globalstar filed a motion with the Bankruptcy
Court to obtain authority to sell its assets to a third party to
be identified through an expedited sales process established by
Globalstar. A Bankruptcy Court hearing on November 20, 2003 to
approve the highest and best offer then available to Globalstar.

As indicated in the Motion, Globalstar has no access to additional
borrowings and Globalstar's operations are quickly consuming
available cash balances in excess of those needed to pay the costs
associated with an orderly wind-down of Globalstar. Absent the
approval at the Sale Hearing of an alternative transaction that
provides for cash to be made immediately available for the
operation of the Globalstar business, Globalstar plans to cease
operations and commence winding down.

In light of the significant resources and senior management time
that Globalstar has had to dedicate to the expedited sales process
described above and the extremely limited amount of cash available
to Globalstar, Globalstar is unable to file by the prescribed due
date its Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2003 with the SEC. Moreover, future compliance
with the reporting requirements under the Securities Exchange Act
of 1934 will depend on, among other things, the outcome of the
sales process described above and the managerial and financial
resources available to Globalstar for such purpose following the
Sale Hearing. Accordingly, no assurance can be given as to whether
or when Globalstar will file the Third Quarter 2003 Form 10-Q or
any other Exchange Act reports that may become due in the future.


GREEN VALLEY RANCH: S&P Assigns B+ Credit & Bank Loan Ratings
-------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B+' rating to
Green Valley Ranch Gaming LLC's proposed $250 million senior
secured bank facility. Proceeds from the bank facility will be
used to help fund the recently announced expansion of the Green
Valley Ranch Station property, to refinance existing debt, and for
fees and expenses.

Concurrently, Standard & Poor's assigned its 'B+' corporate credit
and senior secured debt ratings to Las Vegas, Nevada-based GVRC.
The outlook is stable. The bank facility is rated the same as the
corporate credit rating. Pro forma total debt outstanding, once
the proposed facility closes, is expected to be around $155
million.

"The ratings for GVRC reflect the company's reliance on a single
source of cash flow, its short operating history, and the expected
increase in capital spending and debt leverage during the next few
quarters associated with the planned expansion project," said
Standard & Poor's credit analyst Michael Scerbo. "These factors
are offset by the steadily improving performance of Green Valley
Ranch Station, its good location, the good market demographics,
limited additional future competition, and credit support in the
form of a make-well agreement from the joint venture partners,
including Station Casinos Inc." In addition, construction risks
associated with the proposed expansion are mitigated by the
existence of a completion guarantee by the partners.

Green Valley Ranch Station, which opened in December 2001, is
located in Henderson, Nev. Since opening, its operating
performance has been solid and has exceeded the initial
expectations of its owners. During 2002, its first full year of
operations, the property's EBITDAM exceeded $42 million. In
addition, EBITDAM margins were more than 35%, which is very good
relative to peers and the overall industry. This trend has
continued during 2003 with the property generating EBITDAM for the
12 months ended Sept. 30, 2003, of $54 million and margins
increasing to approximately 40%. The success of this property has
been due, in large part, to the high quality nature of the
facility, the continued steady growth in the Las Vegas 'locals'
market, and its limited direct competition, with only two
properties located within a 5-mile radius, where a majority of the
facility's customer base resides.


H.C. CO: Wants to Appoint Trustee or Convert Cases to Chapter 7
---------------------------------------------------------------
H.C. Co., Inc., and its debtor-affiliates are asking the U.S.
Bankruptcy Court for the District of New Jersey to appoint a
Chapter 11 Trustee in their cases or convert the cases to
Chapter 7 liquidation proceedings.  

The Debtors report that they were forced to cease all operations
on November 7, 2003 due to a lack of funds to pay essential
expenses such as payroll, insurance and other operating expenses.

The debtors significant losses are due to, among other things:

     -- a number of unprofitable collection contracts,

     -- increased disposal costs which were not passed on to
        customers,

     -- extremely high payroll expenses, including overtime on
        unprofitable contracts, and

     -- the lack of working capital financing.

The Debtors' cash flow problems were most recently exacerbated by
a sweep of the Debtors' bank accounts by its largest secured
creditor, Valley National Bank on November 6, 2003.

Negotiations with Valley National Bank prior to the petition date
for debtor-in-possession financing and use of cash collateral were
unsuccessful.  Accordingly, on November 7, 2003, the Debtors
ceased all operations and are unable to resume operations at this
time.

Although the Debtors have ceased operations, they also believe
that all or certain portions of their business and assets may have
substantial value to potential investors, including competitors of
the Debtors and others in similar lines of business.

The Debtors further believe that an independent third party
fiduciary such as a Chapter 11 Trust would have a better
likelihood of obtaining the funding and cooperation of the
creditors that will be necessary to achieve an orderly liquidation
of the Debtors' assets and business that will maximize the
recovery available to all creditors and best serve the needs and
concerns of other parties-in-interest in this case.

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: Withdraws Registration Statement for Share Resales
---------------------------------------------------------------
On December 5, 2000, Horizon PCS, Inc., a Delaware corporation,
filed its registration statement on Form S-1 (File No. 333-51240)
for the purposes of registering (1) the resales of up to 295,000
warrants to purchase shares of the Company's Class A common stock
and (2) the issuance and sale by the Company of 3,805,500 shares
of the Company's Class A common stock which are initially issuable
upon the exercise of the warrants. The Commission declared the
Registration Statement effective on March 19, 2001. Since that
time and from time-to-time, the Company has filed prospectus
supplements and the Registration Statement has been amended by
post-effective Amendments Nos. 1 and 2 filed on January 30, 2002
and May 21, 2002, respectively.  

The Company has not issued any of the shares of Class A common
stock which are registered under the Registration Statement.  

The Company has filed a Post-Effective Amendment No. 3 to withdraw
from registration under the Securities Act of 1933, as amended,
the warrants to purchase shares of the Company's Class A common
stock and the shares of the Company's Class A common stock
registered by the Registration Statement.  

Horizon PCS, 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.


IMAGEWARE SYSTEMS: Little Bear Participates in Private Placement
----------------------------------------------------------------
Little Bear Investments LLC has participated in a $7 million
private placement of common stock and warrants of ImageWare
Systems, Inc. (Amex: IW - "IWS"). As part of the transaction, IWS
expects to pay off all of its outstanding 12.5% convertible
secured debt. For more information regarding the private placement
visit IWS' Web site at http://www.iwsinc.com  

Zachary Prensky, managing member of the Little Bear, commented
that: "With the 12.5% convertible notes retired, the corresponding
interest payments eliminated, and the continued growth of IWS'
core business, it is our strong belief that the company can
rapidly turn cash flow positive. This type of restructuring,
taking a debt-laden cash flow negative business and turning it
around, is one of the core focuses of Little Bear. We are pleased
to have participated in this transaction, brought to us by the
professional bankers at Sands Brothers, and continue to look to
deploy capital in similar transactions in both the private as well
as the public marketplaces."

Little Bear Investments, located in the heart of Midtown
Manhattan, is a merchant bank that focuses on investing in both
public and private companies. Our broad range of investment
experience includes: tender offers, private placements, PIPE's,
reverse mergers and bankruptcy auctions. Little Bear also offers
financial, operational and strategic advisory services. Working
with companies large and small, we bring the same disciplined
approach to our clients as we do to businesses in which we have
deployed our own capital.

ImageWare Systems, Inc. (AMEX:IW) is the leading global developer
of digital imaging, identification and biometric software
solutions for the corporate, government, law enforcement,
professional photography, transportation, education and healthcare
markets, among others. ImageWare's secure credential and biometric
product lines are used to produce ID cards, driver licenses,
passports, national medical health cards, national IDs and more.
The Company's law enforcement and biometric product lines provide
the public safety market with booking, investigative and
identification solutions that can be accessed and shared via PC,
Web and wireless platforms. ImageWare's professional digital
imaging product line provides professional photographers with
automated, in-studio and mobile solutions to facilitate the
transition from film-based photography to digital imaging. Founded
in 1987, ImageWare is headquartered in San Diego, with offices in
Canada, Europe and Asia.

                         *    *    *

On July 29, 2003, the Audit Committee of the Board of Directors of
ImageWare Systems, Inc. dismissed  PricewaterhouseCoopers LLP as
the Company's independent auditor, and on July 31, 2003, engaged
Stonefield Josephson, Inc. as the Company's independent auditor
for the fiscal year ending December 31, 2003.

PwC's report on the consolidated financial statements of the
Company and its subsidiaries for the two fiscal years ended
December 31, 2002, includes a separate paragraph indicating that
the Company's losses from operations and net capital deficiency
raise substantial doubt about the Company's ability to continue as
a going concern. PwC's report on the consolidated financial
statements of the Company and its subsidiaries for the two fiscal
years ended December 31, 2001 also includes a separate paragraph
indicating that the Company's losses from operations and net
capital deficiency raise substantial doubt about the Company's
ability to continue as a going concern.


IMAX CORP: S&P Ups Junk-Level Corporate Credit Rating to B-
-----------------------------------------------------------  
Standard & Poor's Ratings Services raised its corporate credit
rating on large-format movie exhibition equipment company IMAX
Corp. to 'B-' from 'CCC+' based on improvements in the company's
capital and maturity structure and stabilizing operating
performance.

At the same time, Standard & Poor's assigned its 'B-' rating to
the Missassauga, Ontario-based company's proposed Rule 144A $160
million senior unsecured notes due 2010. Proceeds will be used to
retire IMAX's existing senior notes. The outlook is stable.

The proposed refinancing will eliminate intermediate-term
refinancing risk by extending the maturity of IMAX's debt from
2005 to 2010. The company also recently reduced its debt further
by swapping debt for equity in privately negotiated transactions.
On a pro forma basis, IMAX will have $160 million in debt compared
with $174.3 million at June 30, 2003, and $209.1 million at
Dec. 31, 2002. In addition, IMAX's access to liquidity will
increase as a result of a proposed $20 million secured revolving
credit facility, which is expected to close in mid-December.

The ratings reflect the limited size and uncertain long-term
growth potential of IMAX's niche market, and the company's still
aggressive financial profile, notwithstanding recent restructuring
actions. The ratings also consider IMAX's position as a niche
provider of giant screen projection, camera, and sound systems;
the recurring revenue provided by the installed base of about 239
leased IMAX theater systems; and a measure of near-term earnings
visibility provided by the company's backlog of pending system
installations.


IT GROUP: NCH Pressing for Compliance with Services Agreement
-------------------------------------------------------------
Pursuant to the IT Corporation Master Services Agreement between
NCH Corporation and the Debtors dated April 20, 1992, the IT Group
Debtors provided environmental management services to NCH at
specified locations.  

The Master Services Agreement was to be in effect for one
calendar year and would thereupon continue from year to year.
Either party could terminate the Master Services Agreement at any
time, with or without cause, upon 30 days' prior written notice
to the other.

The Master Services Agreement also provides that "[u]pon [NCH's]
request, any reports, drawings, plans, or other documentation (or
copies thereof) furnished to IT by [NCH] shall be returned upon
completion of the Services.  IT may retain one (1) copy of any
documents prepared by or furnished to IT in the performance of
the Services."  NCH is entitled to the return of all documents
provided by NCH to the Debtors as well as all documents generated
by the Debtors in the course and scope of the performance of the
services under the Master Services Agreement.

By letter dated August 30, 2000, NCH provided written notice of
termination of the Master Services Agreement.  NCH also asked the
Debtors to "coordinate with the representative of The Source
Group for the transfer of all Project Documents -- charts, maps,
designs, drawing, blue-prints, schedules, chain-of-custody
documents, photographs, data, models and any other material
regardless of the format, like electronic or hard copies, used to
maintain the material."  However, Richard H. Cross, Jr., Esq., at
Cross & Associates, LLC, in Wilmington, Delaware, relates that
the Debtors refused to comply with its contractual obligations.

On July 10, 2002, NCH filed a proof of claim relating to the
retention of the Project Documents.

Accordingly, NCH asks Judge Walrath to compel the Debtors to
comply with its obligations under the Master Services Agreement
by delivering to NCH all of the Project Documents and awarding
reasonable attorneys' fees.  

Mr. Cross argues that NCH is entitled to:

A. An order compelling the Debtors to comply with the terms of
   the Master Services Agreement.  

   The Debtors have already been notified that the Master
   Services Agreement has been terminated and NCH has notified
   the Debtors of its request for the return of the Project
   Documents.  Given the Debtors' failure to perform, NCH is
   entitled to an order compelling the Debtors to return the
   Project Documents.

B. A constructive trust over the documents and an order
   requiring they be returned.  

   A constructive trust over the property of a debtor is
   appropriate when:

   (a) it is shown that sufficient wrongdoing by the debtor in
       acquiring the property or a fiduciary relationship exists
       between the party and the debtor; and

   (b) the wrongfully held property is able to be traced.  

   If both requirements are met, a constructive trust will be
   imposed, the property will be excluded from the estate under
   Section 541(d) of the Bankruptcy Code, and the property
   will be turned over to the claimant.

   Mr. Cross points out that the Debtors are wrongfully  
   withholding the Project Documents, which are property of NCH
   to be returned upon completion of the services.  Furthermore,
   all of the Project Documents can be traced back to NCH.

C. Reasonable attorneys' fees and expenses for enforcement of
   the Master Services Agreement.

   The Master Services Agreement provides that the prevailing
   party will be entitled to recover its reasonable legal fees,
   costs, and expenses, to the maximum extent permitted by law,
   in bringing and maintaining the action, if an action is
   successful:     

   -- alleging breach of the Agreement;

   -- to construe or enforce the terms and conditions of the
      Agreement, including non-payment of invoices; or

   -- to enjoin the other party from violating any term or
      condition of the Agreement.

   The Debtors breached the Master Services Agreement.

Thus, by this motion, NCH asks the Court to:

   (a) compel the Debtors to comply with the Master Services
       Agreement and return to NCH the Project Documents;

   (b) enter a constructive trust over the Project Documents and
       an order requiring them to be returned to NCH; and

   (c) award NCH reasonable attorneys' fees and expenses
       incurred. (IT Group Bankruptcy News, Issue No. 36;
       Bankruptcy Creditors' Service, Inc., 215/945-7000)  


J.A. JONES: Files Liquidating Chapter 11 Plan in North Carolina
---------------------------------------------------------------
J.A. Jones Construction Co., and its debtor-affiliates filed their
Joint Liquidating Chapter 11 Plan with the U.S. Bankruptcy Court
for the U.S. Bankruptcy Court for the Western District of North
Carolina.  A full-text copy of the Plan is available for a fee at:

  http://www.researcharchives.com/bin/download?id=031114001828

The Debtors are selling, as going concerns, substantially all
operating assets of Rea Construction, J.A. Jones/Tompkin Builders,
Inc., and the International Division of J.A. Jones Construction
Company.  The Plan provides for distribution of the proceeds of
such sales and the creation of a liquidation trust that will
administer and liquidate all property of the Debtors not sold or
liquidated before the Effective Date of the Plan.

The Liquidating Plan groups Claims and Interests against the
Debtors' estates in classes and outlines their treatment:

  Class  Description        Treatment
  -----  -----------        ---------
    1    Allowed Other      Unimpaired; Will be paid by the
         Priority Claims    Liquidation Trustee on the Effective
                            Date or, Cash from the
                            Administrative and Priority Claim
                            Reserve in an amount equal to the
                            amount of such Allowed Class 1
                            Claim.

    2A   Allowed Claims of  Impaired; On the Effective Date,
         Bank Group         the Bank Agent shall receive, to
         Against Rea        the extent allocated to the Bank
                            Group in the DIP Order, less Cash
                            sufficient to fund the Reserves.

    2B   Allowed Claims of  Impaired; Will receive the Rea
         Sureties Against   Proceeds, to the extent allocated to
         Rea                the Sureties in the DIP Order, less
                            cash sufficient to fund the
                            Reserves.

    3A   Allowed Claims of  Impaired; Will receive for the
         Bank Group Against benefit of the Bank Group the
         Construction       Tompkins Proceeds, to tire extent
                            allocated to the Bank Group in the
                            DIP Order and to the extent not
                            previously paid, less Cash
                            sufficient to fund the Reserves.

    3B   Allowed Claims of  Impaired; The Sureties will receive
         Sureties Against   the International Proceeds, to the
         Construction       extent not previously paid, and the
                            Tompkins proceeds, to the extent
                            allocated to the Sureties in the DIP
                            Order and to the extent not
                            previously paid, less Cash
                            sufficient to fund the Reserves.

    4    Allowed Claims     Unimpaired; The Plan shall leave
         Arising Under      unaltered the legal, equitable, and
         Bonds              contractual rights to which holders
                            of Allowed Class 4 Claims, are
                            entitled.
    
    5    Allowed            Impaired; Will receive, Pro Rata,
         Unsecured          the Net Proceeds of the Causes of
         Claims Against     Action of the Rea Estate and the Net
         Rea                Proceeds of the Unencumbered Assets
                            of the Rea Estate.

    6    Allowed            Impaired; Will receive, Pro Rata,
         Unsecured          the Net Proceeds of the Causes of
         Claims Against     Action of the Construction Estate
         Construction       and the Net Proceeds of the
                            Unencumbered Assets of the
                            Construction Estate.

    7    Interests          Impaired; Will be cancelled as of
                            the Effective Date.

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.


LEAP: Cricket Makes Services More Affordable for Consumers
----------------------------------------------------------
Leap Wireless International, Inc., an innovator of wireless
communications services, is making its Cricket(R) service even
more affordable for consumers and strengthening its value
proposition.

Beginning Monday, Cricket is offering customers unlimited local
wireless service for $29.99 per month, plus taxes and fees. For a
low flat rate, customers can make and receive unlimited, anytime
local calls. Customers can also add unlimited text messaging for
$4.99 per month and domestic or international long distance at 8
cents and 18 cents per minute respectively to their basic service.

"Cricket began less than five years ago by competing against a
market full of wireless carriers who were vying for the attention
of business professionals, rather than everyday people," said
Harvey White, chairman and CEO of Leap. "We launched Cricket
because we believe that everyone is entitled to have simple,
affordable and reliable wireless service offered over a high-
quality, all digital network. In our mind, value is the sum of
affordable price and high quality, and you must have both to offer
a true value to consumers. Independent third-party drive tests
confirm that our Cricket networks are among the best in the
nation, and today we are strengthening our value proposition."

In addition to offering unlimited local minutes for only $29.99 a
month, plus taxes and fees, Cricket is introducing two new feature
packages to meet the needs of customers who want more than just
basic service:

* Cricket +1 - Customers receive caller ID, voice mail, call
               waiting and 3-way calling for just an additional $6
               per month.

* Cricket +2 - Customers receive 1,000 minutes of domestic long
               distance (or the equivalent of 200 minutes
               international long distance to Mexico or Canada),
               text messaging, caller ID, voice mail, call waiting
               and 3-way calling for only $15 more per month.

Customers who sign up for Cricket beginning November 17th will
also be eligible for a $100 mail-in rebate on any Cricket phone
they purchase. Details on the rebate program can be found at
Cricket direct and indirect retail locations, or by visiting
www.mycricket.com . No service commitment is required for basic
Cricket or the Cricket +1 feature package. The Cricket +2 feature
package requires a one-year service commitment, with a fee for
early termination.

"With the implementation of Local Number Portability just around
the corner, the timing of Cricket's enhanced value proposition
couldn't be any better," added White. "Consumers can soon transfer
either their existing wireline or wireless phone number to Cricket
and receive the benefits of a high-quality, affordable and
predictably priced mobile service with unlimited local calling."

To support these products and their simple, competitive pricing,
Cricket is also rolling out an all new, robust marketing campaign
today that features a series of print, radio and television
advertisements targeted towards teens, moms and Hispanics.
Newspapers across the country will contain Cricket's Manifesto
beginning on November 18th, which sets forth Cricket's promise to
its customers that it will offer wireless service at a predictable
and affordable price, provide monthly bills that are easy to
understand, and not pass on unnecessary costs such as paying for
high-profile celebrities in ads. The Cricket Manifesto will be
preceded by a mix of radio and TV spots that alert consumers to
something new and exciting that will be appearing in their local
newspaper.

"Our new campaign should resonate well with consumers who have
been intimidated by wireless in the past," said Sue Swenson,
president and chief operating officer of Leap. "For many people,
wireless services constitute complex, expensive and confusing
calling plans, along with long-term obligations. Cricket focuses
on simple wireless -- an approach that is quite revolutionary in
the industry."

Simplicity and affordability are cornerstones of the Cricket
brand, and these attributes have been woven through all elements
of the marketing campaign -- from ads to point-of-sale displays
and pamphlets at Cricket's direct and indirect retail locations.

Cricket service is available in 39 markets, encompassing nearly
1.5 million customers stretching from New York to California.

Leap, headquartered in San Diego, Calif., is a customer-focused
company providing innovative communications services for the mass
market. Leap pioneered the Cricket Comfortable Wirelessr service
that lets customers make all of their local calls from within
their local calling area and receive calls from anywhere for one
low, flat rate. For more information, please visit
http://www.leapwireless.com  

With Cricket service, customers can make unlimited local calls
over their service area for a low rate of $29.99 per month. Text
messaging and downloadable ringtones are also available for a
small additional fee, and Cricket customers can call long distance
anywhere for a little more -- just 8 cents per minute to anywhere
in the United States and 18 cents per minute anytime to anywhere
in Mexico or Canada. For customers wanting more than just basic
unlimited wireless service, Cricket also provides two simple, cost
competitive value bundles. Cricket service is an affordable
wireless alternative to traditional landline service and appeals
to people completely new to wireless -- from students to young
families and local business people. For more information, please
visit http://www.mycricket.com  


M WAVE INC: Third-Quarter Net Loss Stays Flat at $3 Million Mark
----------------------------------------------------------------
M-Wave, Inc. (Nasdaq: MWAV), a value added service provider of
high performance circuit boards used in a variety of digital and
high frequency applications, announced net sales of $3,518,000 for
the quarter ended September 30, 2003 and a net loss of $3,081,000
or $0.69 per share compared to net sales of $3,788,000 and a net
loss of $3,333,000 or $0.75 per share for the quarter ended
September 30, 2002.

Net Sales were $10,864,000 with a net loss of $11,376,000 or $2.56
per share for the nine months ended September 30, 2003 compared to
net sales of $19,398,000 and net loss of $2,981,000 or $0.67 per
share for the nine months ended September 30, 2002.

The Company recorded an additional $2,275,000 impairment of
building, plant and equipment in the third quarter of 2003. The
total impairment of building plant and equipment was $7,452,000
for the first nine months of 2003.

Cash levels decreased from $1,514,000 at December 31, 2002 to
$791,000 at September 30, 2003. Accounts Receivable Increased
$625,000, inventories decreased $922,000, accounts payable
increased $871,000 and the Company collected approximately
$4,510,000 of income tax refunds during the first nine months of
2003. The Company purchased $54,000 of property, plant and
equipment during the first nine months of 2003.

On October 1, 2003, M-Wave entered into a new $2,413,533 loan with
Bank One, NA that will mature on December 31, 2003, and requires
monthly payments of interest at the bank's prime rate. This loan
replaces the unpaid portion of the Industrial Revenue Bonds (IRB)
that were used to fund the acquisition of the land and
construction of the Company's manufacturing plant located in West
Chicago, Illinois, and a related forbearance agreement with the
bank. Upon signing the new loan, the Company is no longer in
default of its obligations to the bank arising pursuant to the
IRB. However, the Company will need to repay or renegotiate the
loan, or seek alternative financing, prior to the loans' maturity
date. Concurrent with the new loan, M-Wave paid $350,000 toward
then-outstanding principal obligations, and Bank One released
liens covering the company's accounts receivable and inventory.
Additional terms of the loan include assigning Bank One a lien on
the Company's real estate and improvements located in Bensenville,
IL, site of its former operations. Bank One is to receive a
payment of $650,000 upon sale of the Bensenville assets, to be
applied to the loan's principal. As of November 12, the Company
has not sold the Bensenville assets.

Joseph A. Turek, M-Wave's CEO, stated, "There is no doubt that we
continue to face a difficult environment so far this year, which
has adversely affected our performance. However, we remain
optimistic, because of the initial achievements in our financial
and operational restructuring. Our new strategy foregoes direct
manufacturing, which has proven unprofitable in recent years, in
favor of Virtual Manufacturing, through which we contract
production with third parties, primarily Asian manufacturers, and
provide sales and service to our customers.

"In line with our new business plan, we have made progress in
reducing our operating costs," continued Mr. Turek. "As a result
of these cost reductions, despite a 7% decline in sales, we
decreased our net loss to $3.1 million in the 2003 third quarter
from $3.3 million in the 2002 third quarter. These results for the
2003 quarter would have been much better, if not for a $2.3
million non-cash impairment charge. Based on these numbers, we
believe the basis of our restructuring plan is proving correct.
Jim Mayer, who we hired as our Chief Restructuring Advisor, has
been instrumental to the creation and implementation of this
restructuring plan."

Mr. Mayer commented, "M-Wave's new banking arrangement enables it
to seek working capital borrowings, and resolves disagreements
with the bank. We are mindful of the year-end maturity of these
new bank obligations and are attempting to sell fixed assets that
are not needed in our new business strategy, such as our
facilities in Bensenville and West Chicago. We have also made
inroads in resolving our outstanding trade debt on favorable
terms, and continue to negotiate with our vendors. M-Wave needs to
continue to focus on its new business plan -- to offer supply
chain management through our partnership with 'best of breed'
manufacturers in Asia and the U.S. to provide our customers with
the best mix of quality, response time and competitive pricing."

Established in 1988 and headquartered in the Chicago suburb of
West Chicago, Ill., M-Wave is a value-added service provider of
high performance circuit boards. The Company's products are used
in a variety of telecommunications and industrial electronics
applications. M-Wave services customers like Lucent Technologies
and Motorola, Inc. with its patented bonding technology, Flexlink
II(TM) and its supply chain management program called Virtual
Manufacturing. The Company trades on the Nasdaq National market
under the symbol "MWAV". Visit the Company on its Web site at
http://www.mwav.com  


MAGELLAN HEALTH: Challenges Lenders' Fees and Expenses Payment
--------------------------------------------------------------
Before the June 27, 2003 deadline for filing proofs of claim,
lenders Black Diamond CLO 1998-1, Ltd., Black Diamond
International Funding, Ltd., Black Diamond CLO 2000-1, Ltd.,
Highland Legacy Limited, SRV Highland, Inc., KZH Highland-2 LLC,
Van Kampen Senior Loan Fund, Van Kampen Senior Income Trust, KZH
Pamco LLC, BCDM Opportunity Fund, L.P. and PAM Capital Funding LP
each filed a proof of claim in the Debtors' Chapter 11 cases.  
The Claims are based on a credit agreement, dated February 12,
1998 between Magellan and certain of its affiliates, as
borrowers, and certain of the Debtors, as guarantors and, among
other parties, JP Morgan Chase Bank, as administrative agent and
collateral agent, and a syndicate of lenders, including Black
Diamond and the other Lenders.

Pursuant to the confirmed Plan, the Court allowed claims
amounting to $120,325,657, which represents loans outstanding
under the Prepetition Loan Agreement.  JPMorgan informed the
Debtors that, as of October 30, 2003, the amounts attributable to
the Lenders are:

   Claimant                                         Amount
   --------                                         ------
   Black Diamond CLO 1998-1, Ltd.               $7,831,058
   Black Diamond International Funding, Ltd.     2,907,917
   Black Diamond CLO 2000-1, Ltd.                8,755,084
   Highland Legacy Limited                       1,794,605
   SRV-Highland, Inc.                                    0
   KZH Highland-2 LLC                            3,323,676
   Van Kampen Senior Loan Fund                  11,900,516
   Van Kampen Senior Income Trust               10,726,780
   KZH Pamco LLC                                 4,851,946
   BDCM Opportunity Fund, L.P.                  10,493,602
   PAM Capital Funding, L.P.                    10,417,085

All accrued interest is being paid pursuant to the Court Order
dated April 25, 2003 authorizing the use of the Lenders' cash
collateral.

Each of the Claims also asserts that the Lenders may have claims
against the Debtors for the costs and expenses including
attorneys' fees and expenses.  Stephen Karotkin, Esq., at Weil,
Gotshal & Manges LLP, in New York, asserts that for the costs and
expenses to be allowed, they must be provided for under the
Prepetition Loan Agreement and they must be reasonable.

In this regard, the Debtors object to the Lenders' costs and
expenses because the costs and expenses do not satisfy Section
506(b) of the Bankruptcy Code.  Section 506(b) governs the
allowance of the claims:

     "[t]o the extent that an allowed secured claim is
     secured by property the value of which . . . is greater
     than the amount of such claim, there shall be allowed
     to the holder of such claim, interest on such claim,
     and any reasonable fees, costs, or charges provided
     for under the agreement under which such claim arose.

The Prepetition Loan Agreement provides that borrowers will pay
"all reasonable out-of-pocket expenses . . . incurred by . . .
any Lender in connection with the enforcement or protection of
its rights in connection with the [Prepetition Loan] Agreement .
. . including the reasonable fees, charges and disbursements of
counsel for . . . any Lender."  The Debtors relate that during
the pendency of their Chapter 11 cases, JPMorgan retained counsel
to act on the Lenders' behalf.  The Debtors paid the fees and
expenses of the counsel.  Notwithstanding that their interests
already were being protected, the Debtors tell the Court that the
Lenders chose to retain separate counsel and pursue an entirely
unsuccessful and specious course of litigation against the
Debtors.  The Lenders filed:

   (1) an objection to the Debtors' request to approve an equity
       commitment letter and provide related fees and
       reimbursements;

   (2) an objection to the Debtors' request to use the Lenders'
       Cash Collateral and granting adequate protection;

   (3) an objection to the Debtors' request to assume an amended
       Master Service Agreement and related contracts with Aetna
       and assign certain vendor contracts;

   (4) a request to adjourn the hearing on the assumption of
       Aetna Amended Master Service Agreement and assignment of
       the Vendor Contracts and to compel the Debtors and Aetna
       to respond to discovery requests and notices of
       deposition;

   (5) an objection to the Debtors' request to enter into a
       Management Consulting Services agreement with Healthcare
       Partners and to provide for the placement of certain
       officers;

   (6) a statement in respect of the Debtors' request to enter
       into an exit financing agreement and pay necessary fees
       and expenses;

   (7) a statement in respect of the Debtors' Disclosure
       Statement for the Second Amended Plan; and

   (8) a limited objection to the Third Amended Plan.

The Court denied the Lenders' requests in each of the pleadings.

The Debtors contend that the Lenders' actions both before and
during these Chapter 11 cases were wholly irrelevant to the
enforcement or protection of their rights in connection with the
Prepetition Loan Agreement.  The actions taken by the Lenders,
including filing and arguing the motions, objections and
statements, clearly demonstrate that the Lenders were interested
only in holding the reorganization process hostage for their own
benefit.

Therefore, the Prepetition Loan Agreement does not authorize the
Lenders' fees and expenses.  Even if the fees and expenses were
authorized, Mr. Karotkin asserts that the fees and expenses would
not satisfy the independent requirement of reasonableness
established by Section 506(b).  Accordingly, Mr. Karotkin says,
the Debtors should not be obligated to pay for the fees and
expenses and the Claims. (Magellan Bankruptcy News, Issue No. 18:
Bankruptcy Creditors' Service, Inc., 215/945-7000)  


MASSEY ENERGY: Declares Quarterly Dividend Payable on January 13
----------------------------------------------------------------
Massey Energy Company (NYSE: MEE) reported that its Board of
Directors, at a regularly scheduled meeting, declared a quarterly
dividend in the amount of $.04 per share to be paid on January 13,
2004 to shareholders of record on December 30, 2003.

Massey Energy Company (S&P, BB Corporate Credit Rating, Stable
Outlook), headquartered in Richmond, Virginia, is the fourth
largest coal company in the United States based on produced coal
revenue.


MEDIACOM COMMS: Promotes Brian Walsh to Senior Vice President
-------------------------------------------------------------
Mediacom Communications Corporation (NASDAQ:MCCC) announced the
promotion of Brian M. Walsh to Senior Vice President, Financial
Operations.

In making the announcement, Mediacom's Executive Vice President,
Operations, John G. Pascarelli said, "I am delighted to have Brian
assist me in directing the operations of Mediacom. Brian has been
a key member of the management team since Mediacom commenced
operations in 1996. He is a seasoned veteran of the cable
television business, with over 15 years of industry experience.
His background in accounting, finance and field operations will
prove invaluable as we take Mediacom to the next level by driving
revenue and cash flow, maximizing efficiencies and enhancing our
customer care."

Mr. Walsh joined Mediacom in 1996 as Director of Accounting and
was promoted in 1998 to Vice President and Controller. Since 2001,
he has served in the position of Vice President, Finance and
Assistant to the Chairman and CEO. Prior to joining Mediacom, Mr.
Walsh served as Divisional Business Manager for Cablevision
Industries Corporation.

Mediacom Communications (S&P, BB Corporate Credit Rating,
Negative) is the nation's 8th largest cable television company and
the leading cable operator focused on serving the smaller cities
and towns in the United States. The Company's cable systems pass
approximately 2.73 million homes and serve about 1.56 million
basic subscribers in 23 states. Mediacom Communications offers a
wide array of broadband products and services, including
traditional video services, digital television, high-speed
Internet access, video-on-demand and high-definition television.


MEDIACOM COMMS: Promotes Mark Stephan and John Pascarelli to EVP
----------------------------------------------------------------
Mediacom Communications Corporation (NASDAQ: MCCC) announced the
promotions of Mark E. Stephan to Executive Vice President, Chief
Financial Officer and Treasurer, and John G. Pascarelli to
Executive Vice President, Operations.

In making the announcement, Mediacom's Chairman and CEO, Rocco B.
Commisso said, "These promotions are not only well deserved given
Mark's and John's past contributions to our fast-paced growth and
development, but also recognize the significant roles we expect
them to perform in our success going forward. Each has clearly
demonstrated the leadership qualities necessary to effectively
direct Mediacom's future growth."

"Mark Stephan has played an invaluable role in Mediacom's growth
since joining our Company at its very beginning," Mr. Commisso
continued. "His overall contributions to our acquisition and
financing activities helped to make us one of the nation's fastest
growing cable television companies. Moreover, he has been
instrumental in setting the foundation for our well-managed
financial operation. One of Mark's primary responsibilities today
is to ensure that we maximize all efficiencies, operationally and
otherwise, to enhance our future free cash flow generation."

"John Pascarelli is a seasoned industry executive, with 23 years
of experience in the cable television business," Mr. Commisso
continued. "He has been a key member of the management team as
Mediacom grew its customer base by more than four-fold during his
tenure. In his expanded role, John will be directly responsible
for field operations, advertising sales, marketing, new product
development, engineering and technology, and customer care. John's
critical mission is to increase Mediacom's market share of video,
data and voice products and services, to drive revenue and cash
flow growth, and to enhance the customer experience."

Mr. Stephan has served as Senior Vice President, Chief Financial
Officer and Treasurer of Mediacom since 1996. He is also a member
of the Board of Directors of Mediacom. During his tenure,
Mr. Stephan has led Mediacom efforts in the successful completion
of over $5 Billion in debt and equity financings, including the
Company's initial public offering in 2000. These numerous capital
raising activities have enabled Mediacom to finance its past
acquisitions and the recently completed, large-scale cable network
upgrades, while still providing Mediacom today with over $700
million in unused credit commitments to fund its growth.
Mr. Stephan serves on the Finance and Operations Committee for the
National Cable & Telecommunications Association. Prior to joining
Mediacom, Mr. Stephan was Vice President, Finance, of Cablevision
Industries Corporation and Manager of the media and
telecommunications finance group of Royal Bank of Canada.

Mr. Pascarelli joined Mediacom in 1998 as Vice President,
Marketing and was promoted in 2000 to Senior Vice President,
Marketing and Consumer Services. Mr. Pascarelli was chiefly
responsible for building the Mediacom brand, and developing,
launching and increasing the penetration of the Company's digital
television and high-speed Internet access. He has also been the
key force behind Mediacom's latest new product initiatives,
including video-on-demand and high definition television services,
and its ongoing telephony development. Mr. Pascarelli serves on
the Board of Directors of the Cable & Telecommunications
Association for Marketing. Prior to joining Mediacom, he held
various positions in the cable television industry with Helicon
Communications Corporation, Cablevision Industries Corporation,
Storer Communications, Cablevision Systems Corporation and
Continental Cablevision, Inc.

Mediacom Communications (S&P, BB Corporate Credit Rating,
Negative) is the nation's 8th largest cable television company and
the leading cable operator focused on serving the smaller cities
and towns in the United States. The Company's cable systems pass
approximately 2.73 million homes and serve about 1.56 million
basic subscribers in 23 states. Mediacom Communications offers a
wide array of broadband products and services, including
traditional video services, digital television, high-speed
Internet access, video-on-demand and high-definition television.


METRIS COS.: Delays Filing of Sept. Quarter Report on Form 10-Q
---------------------------------------------------------------
Metris Companies Inc. (NYSE:MXT) will delay the filing of its
quarterly report on Form 10-Q for the quarter ended September 30,
2003, with the Securities and Exchange Commission, pending
resolution of an outstanding valuation issue relating to the
retained interests in loans securitized by the Company.

The Company's outside auditors, KPMG LLP, issued a letter to the
Audit Committee noting a material weakness involving internal
control relating to the Company's policies and procedures for
valuing its retained interests. The Company is analyzing its
polices and procedures and will convey the results of that
analysis to KPMG.

The Company will complete its analysis for this and prior periods
and file its report for the quarter ended September 30, 2003, as
soon as possible. Results for the quarter ended September 30,
2003, were previously reported on October 23, 2003. The Company
does not believe that it is likely that the delay in the filing of
its Form 10-Q will have an adverse effect on its credit agreements
or its debt obligations.

Metris Companies Inc., based in Minnetonka, Minn., is one of the
largest bankcard issuers in the United States. The company issues
credit cards through Direct Merchants Credit Card Bank, N.A., a
wholly owned subsidiary headquartered in Scottsdale, Ariz. For
more information, visit http://www.metriscompanies.comor  
http://www.directmerchantsbank.com  

                          *    *    *

As reported in Troubled Company Reporter's September 19, 2003
edition, Fitch Ratings affirmed the current ratings and revised
its Rating Outlook to Stable from Negative on Metris Companies
Inc. and Direct Merchants Credit Card Bank N.A. following Metris'
announcements that it has entered into two agreements related to
an asset sale and new conduit facility.

                        Metris Companies Inc.

        -- Senior unsecured debt 'CCC';

        -- Rating Outlook Stable.

               Direct Merchants Credit Card Bank N.A.

        -- Long-term deposits 'B';

        -- Short-term deposits 'B';

        -- Rating Outlook Stable.


MIRANT CORP: Look for Wrightsville Debtors' Schedules by Tuesday
----------------------------------------------------------------
U.S. Bankruptcy Court Judge Lynn extends the time within which the
Wrightsville Debtors may file their Schedules of Assets and
Liabilities, and Statements of Financial Affairs, until and
including November 25, 2003, without prejudice to the Wrightsville
Debtors' right to seek additional extensions pursuant to Rule
1007(c) of the Federal Rules of Bankruptcy Procedure. (Mirant
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


NAT'L CENTURY: NPF XII Subcommittee Hires Klee Tuchin as Counsel
----------------------------------------------------------------
The Official Subcommittee of Noteholders of Debtor NPF XII, Inc.,
a debtor-affiliate of National Century Financial Enterprises,
Inc., seek the Court's authority to retain Klee, Tuchin, Bogdanoff
& Stem LLP as special litigation conflicts counsel in connection
with the investigation and, if necessary, prosecution of:

   (1) certain claims of NPF XII against non-debtors as to which
       the NPF XII Subcommittee's counsel, Milbank, Tweed, Hadley
       & McCloy LLP, has a disabling conflict; and

   (2) claims that NPF XII has against Debtor NPF VI that will
       entail adversarial discovery against certain parties-in-
       interest as to which Milbank has a disabling conflict.

               The $314 Million Claim Against NPF VI

Fred Neufeld, Esq., at Milbank, Tweed, Hadley & McCloy, in Los
Angeles, California, reminds the Court that NPF XII holds claims
for $314,000,000 against NPF VI for funds unlawfully transferred
from NPF XII bank accounts to NPF VI bank accounts during the
four years prior to the Petition Date.  The $314,000,000 claim
amount is based on an objective, neutral and thorough analysis
performed at the request of both the NPF XII Subcommittee and the
NPF VI Subcommittee by FTI Consulting, the forensic accounting
firm retained by the Unsecured Creditors Committee for the mutual
benefit and at the mutual consent of the Subcommittees.

FTI additionally performed a cash transfer tracing analysis and
determined that under the lowest intermediate balance test,
$130,000,000 of the $139,000,000 in cash on hand at NPF VI on the
Petition Date can be traced to funds fraudulently transferred
from NPF XII to NPF VI.

In addition, NPF XII has a claim under Section 550(a) of the
Bankruptcy Code against ING Capital Markets, Inc. as the
subsequent transferee of $43,000,000 of NPF XII funds
fraudulently transferred to NPF VI in the weeks prior to the
Petition Date.  ING took the funds even after having received
notice in writing from the Ad Hoc Committee of NPF XII
Noteholders, the pre-bankruptcy predecessor of the NPF XII
Subcommittee, that the funds were NPF XII's property.  Therefore,
NPF XII fully expects to recover at least $173,000,000 from NPF
VI and ING.  Finally, NPF XII may have equitable subordination
and other claims against one or more of the NPF VI Noteholders
arising out of the conduct of the Noteholders, including possibly
ING and JPMorgan in its capacity as Indenture Trustee.  

                The Jones Day and Milbank Conflicts

Alvarez and Marsal has concluded that $72,300,000 in cash is a
proper settlement of NPF XII's claims against NPF VI and ING, and
that NPF XII must release claims against NPF VI in order to
receive that amount.  Jones Day, as the Debtors' counsel, has
filed a Plan and 9019 Motion to implement the settlement.  
Therefore, Jones Day cannot be expected to represent the
interests of NPF XII in conducting discovery of Alvarez and
Marsal.  Moreover, both Jones Day and Milbank are conflicted from
taking a position adverse to ING, a principal defendant in any
recovery litigation NPF XII would bring, and JPMorgan.  
Therefore, Jones Day and Milbank could not be expected to conduct
discovery of ING or Morgan Chase with respect to NPF XII's claims
against NPF VI, ING, or other parties-in-interest.  

The claims of NPF XII against NPF VI and ING are at the core of
the disputes regarding the Plan and the 9019 Motion.  A law firm
without the conflicts that bar Jones Day and Milbank from
conducting discovery of Alvarez and Marsal, ING and Morgan Chase
must be employed to conduct discovery for the NPF XII
Subcommittee.

Prior to the Debtors' decision to file the Plan, the NPF XII
Subcommittee was hopeful that there would be no need to retain
separate counsel to formally investigate and, if necessary,
pursue claims.  Accordingly, the NPF XII Subcommittee has acted
solely through its general counsel, Milbank and Dinsmore & Shohl.  
However, the Debtors' decision to pursue the Proposed Settlement
adversarially compels the NPF XII Subcommittee to act
appropriately to protect the interests of its estate and its
creditors.  The response requires the full investigation of the
potential NPF XII claims against NPF VI and its major related
parties-in-interest, including ING and Morgan Chase.  To fully
discharge this duty, it will be necessary to conduct discovery
from ING and Morgan Chase, and that discovery also constitutes an
adversarial process.

                          The Klee Firm

Accordingly, the NPF XII Subcommittee met and targeted few
conflict-free potential candidates to assist the NPF XII
Subcommittee in formally investigating the NPF XII claims.  The
NPF XII Subcommittee interviewed Kenneth N. Klee, a nationally
known practitioner and scholar, and selected Mr. Klee and his
partners at Klee, Tuchin, Bogdanoff and Stern to represent the
NPF XII Subcommittee on the narrow and focused engagement.

Klee Tuchin is a nationally renowned bankruptcy boutique with the
capacity to engage in complex litigation.  Klee Tuchin has
considerable experience in the representation of committees and
other creditor parties-in-interest in Chapter 11 cases in complex
litigation arising under bankruptcy or creditor rights law or
otherwise arising in or relating to the cases, including plan
confirmation disputes.  In particular, because of the specialized
nature of its practice, Klee Tuchin does not have the conflicts
of interest that frequently prevent general practice or multi-
practice firms from acting adverse to major parties-in-interest
in Chapter 11 cases.  Klee Tuchin has experience in acting as
special litigation counsel for the purpose of dealing with
matters as to which existing, general counsel may have a
conflict, and understands how to act in a manner that minimizes
the prospect for duplication of services among firms.  

In addition, Klee Tuchin will seek to associate itself with
Milbank to assist it in its representation of the NPF XII
Subcommittee.  Under the terms of the Engagement Agreement, Klee
will serve as special litigation counsel to the NPF XII
Subcommittee for the very limited purpose of investigating,
conducting discovery and, if the matters are not consensually
resolved, bringing, on behalf of the NPF XII estate, claims
against NPF VI and ING for the $314,000,000 unlawfully
transferred from NPF XI to NPF VI, including, without limitation,
fraudulent conveyance actions under Sections 544, 548 and 550 of
the Bankruptcy Code, and fraud actions under Ohio law.

All of Klee Tuchin's fees and expenses in these cases will be
subject to Court approval upon proper application by Klee Tuchin
in accordance with the Bankruptcy Code, the Bankruptcy Rules, the
Local Rules, and applicable orders in the Court.

Klee has no connection with the Debtors, their creditors, the
U.S. Trustee, or any other party with an actual or potential
interest in the Chapter 11 cases or their attorneys or
accountants, except in matters unrelated to the Debtors cases.  
David M. Stern, a member of Klee Tuchin, assures the Court that
Klee Tuchin represents no interest adverse to the Debtors or
their estates in the matters for which Klee Tuchin is to be
retained.  Accordingly, Klee Tuchin is a "disinterested person,"
as defined in Section 101(14) of the Bankruptcy Code and as
required by Section 327 of the Bankruptcy Code.

                          *     *     *

Judge Calhoun authorizes the NPF XII Subcommittee to retain Klee
Tuchin as special litigation counsel in the Debtors' Chapter 11
cases, solely for the purposes of:

   (a) conducting discovery and filing appropriate pleadings in
       connection with the Debtors' request for approval of the
       Intercompany Claims Settlement and the Debtors' Plan of
       Liquidation and Disclosure Statement, to the extent they
       relate to the subject matter of the Debtors' request; and

   (b) only in the event that the Debtors so agree in writing or
       the Court so orders, seeking standing on behalf of the NPF
       XII Subcommittee to pursue claims relating to the subject
       matter of the Settlement Motion and prosecuting the
       Claims. (National Century Bankruptcy News, Issue No. 26;
       Bankruptcy Creditors' Service, Inc., 215/945-7000)


NAT'L STEEL: Gets Clearance to Assume & Assign Electric Contracts
-----------------------------------------------------------------
On February 17, 2003, the National Steel Debtors served Illinois
Power Company with a notice of the amounts necessary to cure
defaults under the parties' contracts and leases the Debtors
proposed to assume and assign to U.S. Steel, the purchaser of
substantially all of their assets.  In the Notice, the Debtors
stated that they intended to assume and assign a Letter of Intent
dated June 11, 2002 to U.S. Steel.

On March 17, 2003, Illinois Power objected to the assumption and
assignment of the Letter of Intent.  The Debtors later served
Illinois Power with an Amended Schedule of Contracts that they
intended to assume and assign.  The contracts pertaining to
Illinois Power that were listed on the Amended Schedule are:

   (a) Settlement Agreement and Mutual Release, dated as of
       September 27, 2002;

   (b) Contract for Power Purchase Option Service Under Rider
       PPO, Account No. 7967584502, dated as of May 12, 2002;

   (c) Agreement to pay transition charges dated as of
       May 12, 2002;

   (d) Contract for Power Purchase Option Service Under Rider
       PPO, Account no. 3459738038, dated as of May 12, 2002;

   (e) Agreement to pay transition charges dated as of
       May 12, 2002; and

   (f) Facilities Rental Agreement dated as of October 7, 2002.

In addition to the contracts listed in the Amended Schedule, the
Debtors want to assume and assign a lease agreement with Illinois
Power dated as of January 10, 1967.

On April 18, 2003, Illinois Power filed an Amended Objection to
dispute the assumption and assignment of the PPO Contracts and
Rental Agreement.

To resolve the matters presented in Illinois Power's Objection
and those relating to the Lease Agreement, the parties agree
that:

   (a) Separate and distinct from any amounts due, or any other
       obligations owed by the Debtors, U.S. Steel or Illinois
       Power in connection with the PPO Contracts, the Rental
       Agreement and the Lease Agreement, or for any other
       reason, U.S. Steel will deliver a non-refundable
       $1,500,000 payment to Illinois Power, in good and
       sufficient funds, without further delay;

   (b) Upon receipt of the $1,500,000, Illinois Power will be
       deemed to have withdrawn its Objections and will refrain
       from asserting any further objection.  Illinois Power
       consents to the Debtors' assumption and assignment to
       U.S. Steel of the PPO Contracts, the Rental Agreement and
       the Lease Agreement;

   (c) Illinois Power and the Debtors mutually and reciprocally
       release and waive each other of and from any and all
       claims arising out of or in connection with the PPO
       Contracts, the Rental Agreement, the Lease Agreement and
       the Settlement Agreement.  Nothing in the Settlement
       Agreement will waive, is intended to waive or will be
       construed as a waiver by Illinois Power of any or all
       rights it has or may have against U.S. Steel in connection
       with the PPO Contracts, the Rental Agreement or the Lease
       Agreement, from and after the effective date of the
       assignment of PPO Contracts, the Rental Agreement and the
       Lease Agreement;

   (d) The Debtors will be permitted to and deemed to have
       assumed and assigned to U.S. Steel the PPO Contracts, the
       Rental Agreement and the Lease Agreement effective as of
       May 20, 2003 and U.S. Steel will be deemed to have
       acknowledged and accepted the assignment of the PPO
       Contracts, the Rental Agreement and the Lease Agreement as
       of that date;

   (e) Nothing will be construed as an attempt by the Debtors to
       assume and assign the Settlement Agreement to U.S. Steel
       or any other entity.  The Debtors acknowledge that they
       did not, at any time in the past, and do not have the
       right at any time in the future, to effect any assignment;
       and

   (f) Any proofs of claim filed by Illinois Power against the
       Debtors will be deemed to be disallowed in their entirety
       and the Debtors will be authorized to take any action
       necessary to expunge any claims from the claims docket.

The Debtors believe that the assumption and assignment of the
PPO Contracts, the Rental Agreement and the Lease Agreement are
warranted.  Illinois Power agrees that National Steel and U.S.
Steel have satisfied the other requirements of Section 365
relating to a cure of any existing defaults under the agreements
to be assumed and assigned and the adequate assurance of future
performance.

Accordingly, Judge Squires approves the parties' agreement and
authorizes the Debtors to consummate the agreed terms. (National
Steel Bankruptcy News, Issue No. 39; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


NEW CENTURY: Cash Resources Insufficient to Meet Operating Needs
----------------------------------------------------------------
At September 30, 2003, New Century Companies Inc. had a
stockholder's deficit of $432,194 (excluding notes receivable from
stockholders) and an accumulated deficit of $4,309,327. The
Company's primary liquidity need is for working capital. To date,
New Century has financed its working capital requirements through
a combination of internally generated cash and short-term loans.
The Company intends to continue funding its current operations
through sales and debt and equity financing arrangements which may
be insufficient to fund its capital expenditures, working capital
and other cash requirements. In order to continue operations, New
Century must obtain financing. The Company is currently addressing
its liquidity issue by the following actions:  

- Continue its aggressive program for selling inventory.  

- Continue to implement plans to further reduce operating costs.  

- Continue seeking investment capital through the public or
  private markets.  

- Secure new customer orders. Since January 2003, the Company has
  secured $6,000,000 of new orders.  

However, there is no guarantee that any of these strategies will
enable the Company to meet its obligations for the foreseeable
future. If not successful in implementing these strategies and if
unable to obtain additional financing, New Century management has
stated that the Company will be unable to continue its operations.  

Management intends to pursue external financing sources to meet
the cash requirement of ongoing operations and is currently
seeking to raise additional funds in the form of an equity or debt
securities offering, or a combination thereof. However, there can
be no guarantee that the Company will raise sufficient capital to
execute its business plan. To the extent that it is unable to
raise sufficient capital, its business plan will require
substantial modifications and its operations may be curtailed.
These conditions raise substantial doubt about the ability of the
Company to continue as a going concern. Continuation as a going
concern is dependent upon New Century's ability to ultimately
attain profitable operations, generate sufficient cash flow to
meet obligations, and obtain additional financing as may be
required.


NOMURA CBO: S&P Maintains Junk Rating on Class A-3 Notes
--------------------------------------------------------
Standard & Poor's Ratings Services withdrew its rating on the
class A-1 notes issued by Nomura CBO 1997-2 Ltd. and managed by
Nomura Corporate Research and Asset Management Inc.

The rating is withdrawn as a result of the complete paydown of
class A-1 notes that occurred on the transaction's Oct. 30, 2003
payment date.
   
                      RATINGS WITHDRAWN
    
                    Nomura CBO 1997-2 Ltd.
   
                 Rating               Balance ($ mil.)
        Class   To     From         Orig.       Current
        A-1     NR     AAA          58.00        0.000
    
                    OTHER RATINGS OUTSTANDING
    
                    Nomura CBO 1997-2 Ltd.
   
        Class     Rating     Balance ($ mil.)
        A-2       AA+                 144.92
        A-3       CCC-                 105.3


NORTHLAND CABLE: Sept. 30 Net Capital Deficit Narrows to $25MM
--------------------------------------------------------------
Northland Cable Television, Inc.'s reported its third quarter 2003
summary financial results and other operating statistics.  

                Results of Continuing Operations
       - Nine Months Ended September 30, 2003 and 2002

Revenues totaled $37.2 million for the nine months ended
September 30, 2003, an increase of approximately $600,000 or 1.6%
over the same period in 2002. Of these revenues, $25.5 million
(68%) was derived from basic services, $2.5 million (7%) from
premium services, $4.8 million (13%) from expanded basic services,
$700,000 (2%) from digital services, $1.9 million (5%) from
advertising and $1.8 million (5%) from other sources.

Average monthly revenue per subscriber increased $1.95 or 4.3%
from $45.51 for the nine months ended September 30, 2002 to $47.46
for the nine months ended September 30, 2003. This increase is
primarily attributable to rate increases implemented during the
first quarter of 2003 and increases in advertising revenue.

Cable system operation expenses increased approximately $300,000
or 2.1% from $14.0 million to $14.3 million for the nine months
ended September 30, 2003. Programming costs, which represent the
primary component of cable system operation expenses, increased
approximately $300,000 or 2.7% as a result of rate increases by
certain programming vendors and additional costs that were
incurred as a result of offering additional channels in some of
the Company's systems.

General and administrative expenses increased approximately $1.6
million or 30.2% from $5.3 million to $6.9 million for the nine
months ended September 30, 2003. This increase is primarily
attributable to increases in corporate overhead allocations by the
Company's Parent. These corporate overhead allocations had been
reduced in prior periods, to the extent that allocation of these
costs would have resulted in non-compliance with the Company's
debt covenants. Corporate overhead expenses represent actual costs
incurred by the Company's parent for the period that are
attributable to the operations of the Company. The Company has no
obligation or liability to its Parent for past reductions in
corporate overhead charges.

Management fees for the nine months ended September 30, 2003
increased approximately 1.6% over the same period in the previous
year. Management fees are calculated at 5.0% of gross revenues.

Depreciation and amortization expenses for the nine months ended
September 30, 2003 remained relatively constant with the same
period in 2002.

Interest expense allocated to continuing operations increased
approximately $1.3 million, or 18.3% from $7.1 million to $8.4
million for the nine months ended September 30, 2003. This
increase is primarily attributable to a $1.9 million reduction in
the amount of gains recognized on the Company's interest rate swap
agreements, offset by a $600,000 reduction in interest expense on
the Company's Revised Senior Credit Facility due to lower average
outstanding indebtedness as a result of required principal
repayments and lower interest rates during 2003 as compared to
2002.

In accordance with EITF 87-24, Allocation of Interest to
Discontinued Operations, the Company allocated interest expense to
discontinued operations using the historic weighted average
interest rate applicable to the Revised Senior Credit Facility and
approximately $51.8 million in principal payments, which were
applied to the Revised Senior Credit Facility as a result of the
sale of the Aiken System and the Port Angeles System.

The Company has elected not to designate its interest rate swap
agreements as hedges under SFAS No. 133. Interest rate swap
agreements in place as of December 31, 2002 expired during the
first quarter of 2003, and the Company has elected not to enter
into any new agreements. Accordingly, the Company recorded a debit
to eliminate the liability on its balance sheet, and a
corresponding credit in its statement of operations of
approximately $120,000.

                  Results of Continuing Operations
        - Three Months Ended September 30, 2003 and 2002

Revenues totaled $12.4 million for the three months ended
September 30, 2003, an increase of approximately $200,000 or 1.6%
over the same period in 2002. Of these revenues, $8.4 million
(67%) was derived from basic services, $800,000 (6%) from premium
services, $1.6 million (13%) from expanded basic services,
$200,000 (2%) from digital services, $700,000 (6%) from
advertising and $700,000 (6%) from other sources.

Average monthly revenue per subscriber increased $1.80 or 3.9%
from $46.01 for the three months ended September 30, 2002 to
$47.81 for the three months ended September 30, 2003. This
increase is primarily attributable to rate increases implemented
during the first quarter of 2003 and increased advertising
revenue.

Cable system operation expenses for the three months ended
September 30, 2003 remained relatively constant with the same
period in 2002.

General and administrative expenses increased approximately
$800,000 or 47.1% from $1.7 million to $2.5 million for the three
months ended September 30, 2003. This increase is primarily
attributable to increases in corporate overhead allocations by the
Company's Parent. These corporate overhead allocations had been
reduced in prior periods, to the extent that allocation of these
costs would have resulted in non-compliance with the Company's
debt covenants. Corporate overhead expenses represent actual costs
incurred by the Company's parent for the period that are
attributable to the operations of the Company. The Company has no
obligation or liability to its Parent for past reductions in
corporate overhead charges.

Management fees for the three months ended September 30, 2003
increased approximately 1.6% over the same period in the previous
year. Management fees are calculated at 5.0% of gross revenues.

Depreciation and amortization expenses for the three months ended
September 30, 2003 remained relatively constant with the same
period in 2002.

Interest expense allocated to continuing operations increased
approximately $500,000, or 20.8% from $2.4 million to $2.9 million
for the three months ended September 30, 2003. This increase is
primarily attributable to a $600,000 gain recognized on the
Company's interest rate swap agreements in 2002, offset by a
$100,000 reduction in interest expense on the Company's Revised
Senior Credit Facility due to lower average outstanding
indebtedness as a result of required principal repayments and
lower interest rates during 2003 as compared to 2002.

In accordance with EITF 87-24, Allocation of Interest to
Discontinued Operations, the Company allocated interest expense to
discontinued operations using the historic weighted average
interest rate applicable to the Revised Senior Credit Facility and
approximately $51.8 million in principal payments, which were
applied to the Revised Senior Credit Facility as a result of the
sale of the Aiken System and the Port Angeles System.

The Company has elected not to designate its interest rate swap
agreements as hedges under SFAS No. 133. Interest rate swap
agreements in place as of December 31, 2002 expired during the
first quarter of 2003, and the Company has elected not to enter
into any new agreements.

The Company's September 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $25.6 million, as compared
to a deficit of about $55.6 million nine months ago.
  
         Amended and Restated Senior Credit Facility

On November 13, 2003, the Company amended and restated its
existing senior credit facility. The Amended and Restated Senior
Credit Facility establishes a term loan in the amount of
$15,000,000 and a $2,000,000 revolving credit loan, under which
the Company borrowed $1,000,000 upon amendment and restatement.
The proceeds from the Amended and Restated Senior Credit Facility
were used to repay the Company's existing senior credit facility,
with a balance of $15,351,534 at September 30, 2003, to provide
working capital and for other general purposes. The Amended and
Restated Senior Credit Facility matures on December 31, 2006
and requires the Company to make quarterly principal payments
beginning March 31, 2004. The current portion of notes payable
included in the accompanying balance sheet as of September 30,
2003 reflects the principal payment requirements of the Amended
and Restated Senior Credit Facility. Annual maturities of the
Amended and Restated Senior Credit Facility are as follows:

                                  Principal
                                  Payments
                                  ---------
                   2004           $2,800,000
                   2005            3,400,000
                   2006            9,800,000

                Total            $16,000,000

The interest rate per annum applicable to the Amended and Restated
Senior Credit Facility is a fluctuating rate of interest measured
by reference to either:  (i) the Index Rate, as defined, plus a
borrowing margin of 2.50%; or (ii) the London interbank offered
rate (LIBOR), plus a borrowing margin of 3.75%.

The Amended and Restated Senior Credit Facility contains a number
of covenants, which among other things, require the Company to
comply with specified financial ratios, including maintenance, as
tested on a quarterly basis, of: (A) a Maximum Total Leverage
Ratio (the ratio of Total Debt to Annualized Operating Cash Flow)
of not more than 6.50 to 1.00; (B) a Maximum Senior Leverage Ratio
(the ratio of Senior Debt to Annualized Operating Cash Flow (as
defined)) of not more than 1.00 to 1.00 (C) an Interest Coverage
Ratio (the ratio of Operating Cash Flow (as defined) to Total Cash
Interest Expense of not less than 1.50 to 1.00 initially; and (D)
a Minimum Fixed Charge Coverage Ratio (the ratio of Annualized
Operating Cash Flow (as defined) to the Company's Fixed Charges
(as defined) of not less than 1.00 to 1.00. As of September 30,
2003, the Company was in compliance with the covenants required by
the Refinanced Credit Facility.

As of the date of this filling, the Amended and Restated Senior
Credit Facility had an outstanding balance of $16,000,000 bearing
interest at a LIBOR based interest rate of 4.93%. This interest
rate expires in February of 2004, at which time a new rate will be
established.


NORTHWESTERN CORP: MDU & Basin Evaluating Utility Opportunities
---------------------------------------------------------------
MDU Resources Group, Inc. (NYSE:MDU) and Basin Electric Power
Cooperative have formed an alliance to evaluate potential utility
opportunities presented by NorthWestern Corporation's bankruptcy
filing. The alliance includes Montana Associated Cooperatives LLC
and East River Electric Power Cooperative in South Dakota.

The alliance expects to offer a superior plan to NorthWestern's
stakeholders than reorganizing the existing entity under Chapter
11 as outlined in its Sept. 14 bankruptcy filing.

"We are joining with Basin Electric and its member group to
explore opportunities for our companies around NorthWestern's
utility assets while offering a secure energy future for
NorthWestern's stakeholders," said Martin A. White, chairman of
the board, president and chief executive officer of MDU Resources.
"Both MDU Resources and the cooperatives have deep roots in
Montana and the Dakotas. We understand the people, the region and
the electric and natural gas business. We feel it is a natural
fit. However, we take a very conservative, disciplined approach to
all our business ventures. We will not pay more for these assets
than we feel they are worth. We will better understand their value
after we have completed an in-depth evaluation of the company and
its assets."

Ron Harper, chief executive officer and general manager of Basin
Electric, said the common goal of the coalition is to ensure
energy stability and restore consumer confidence. "We are excited
at the prospect of potentially purchasing a portion of
NorthWestern's electric utility business, and we are prepared to
move forward in a timely fashion. By joining with MDU Resources in
exploring this potential acquisition, we are convinced that a
commercial transaction can be structured that provides fair value
to NorthWestern. Most importantly, this provides customers and
their communities greater assurance that they will have reliable
and cost-effective electric service."

Preliminarily, MDU Resources would be interested in the assets
that serve the larger communities in NorthWestern's Montana and
South Dakota service area as well as all of NorthWestern's natural
gas properties. The coalition of electric cooperatives in the two
states would be primarily interested in the smaller communities
now served electricity by NorthWestern and located within areas
already served by co-ops.

"We are ready to work with NorthWestern to begin our due diligence
process, which will allow us to evaluate the company thoroughly to
determine a reasonable offer and a solid plan," White said. "MDU
Resources has acquired more than 90 companies in the past 11
years. However, we have looked at hundreds more. We have been very
focused on only acquiring companies that we know will be
successful and fit with our culture. This process will be no
different. The distinct advantage we have is that we know the
region very well and presently serve some of these larger
communities with natural gas. Many of the people in these
communities are already our customers."

"We have the customer experience, the financial strength, the
integration expertise and most of all the desire to offer a
permanent solution to the problems that have plagued NorthWestern
as well as a long-term commitment to its people," Harper said.
"This alliance is the best answer for NorthWestern stakeholders -
creditors, customers and employees - and an opportunity for us to
help assure stability to the regional economy."

The members of this alliance include:

-- MDU Resources and its affiliated companies, Montana-Dakota
   Utilities Co. and WBI Holdings all headquartered in Bismarck,
   N.D.;

-- Basin Electric Power Cooperative, Bismarck;

-- Montana Associated Cooperatives LLC, composed of a number of
   rural electric cooperatives across Montana; and

-- East River Electric Power Cooperative, Madison, S.D. and its
   members Bon Homme Yankton, Tabor; Central, Mitchell; Charles
   Mix, Lake Andes; Codington-Clark, Watertown; Dakota Energy,
   Huron; Douglas, Armour; FEM, Ipswich; Kingsbury, DeSmet; Lake
   Region, Webster; Northern, Bath; Southeastern, Marion; Clay-
   Union, Vermillion; HD, Clear Lake, and Oahe, Blunt.

For updated information on the alliance, see its Web site at
http://www.secureenergyfuture.com  

                        MDU Resources

MDU Resources Group, Inc., a member of the S&P MidCap 400 Index,
provides energy, value-added natural resource products and related
services that are essential to our country's energy,
transportation and communication infrastructure. MDU Resources
includes natural gas and oil production, construction materials
and mining, electric and natural gas utilities, a natural gas
pipeline, domestic and international independent power production,
utility services and energy services. For more information about
MDU Resources, see the company's Web site at http://www.mdu.com  

               Basin Electric Power Cooperative

Basin Electric Power Cooperative is a consumer-owned, regional
cooperative headquartered in Bismarck, N.D. It generates and
transmits electricity to 124 member rural electric systems in nine
states including Colorado, Iowa, Minnesota, Montana, Nebraska, New
Mexico, North Dakota, South Dakota, and Wyoming. These member
systems distribute electricity to about 1.8 million consumers.

Basin Electric was formed in 1961 by a consortium of 67 electric
cooperatives to provide supplemental power. Basin Electric
operates 3,373 megawatts (MW) of electric generating capacity. The
Cooperative owns 2,420 MW of this capacity. It operates the other
953 MW for participants in the Missouri Basin Power Project, a
group of six consumer-owned utilities.

Basin Electric also manages and maintains 2,424 miles of high-
voltage transmission lines; 40 switchyards and substations and 58
microwave installations used for communications and system
protection. For more information about Basin Electric, see the
Cooperative's Web site at http://www.basinelectric.com


NRG ENERGY: Court Okays Sale of McClain Facility to Oklahoma Gas
----------------------------------------------------------------
The U.S. Bankruptcy Court approved the terms and conditions of the
Asset Purchase Agreement between NRG McClain LLC and Oklahoma Gas
and Electric Company.  Judge Beatty overrules all objections that
have not been withdrawn, waived or settled, and all reservations
of rights.

                          *    *    *

                          Backgrounder

NRG McClain LLC, a direct and wholly owned subsidiary of NRG
Energy, Inc., owns a 77% undivided ownership interest -- with
Oklahoma Municipal Power Authority, a governmental agency of the
State of Oklahoma, owning the remaining 23% -- as a tenant-in-
common in an approximately 520 MW gas-fired electric generating
facility primarily located in McClain County, Oklahoma and is
engaged in the business of generating and selling electric power.

Available financial projections show that, based on current
market conditions for electric power in the region, the McClain
Facility, if operated on a purely merchant power basis, will not
be able to meet scheduled debt service.  Indeed, projections
indicate that substantial additional cash infusions will be
required during such period to operate the McClain Facility.
Neither NRG nor the NRG McClain's lenders are prepared to provide
additional funds to NRG McClain to operate its facility at a loss
during such period.

As a result, and after evaluating its options to sell the McClain
Facility, NRG McClain extensively negotiated and subsequently
entered into an asset purchase agreement, dated as of August 18,
2003 with Oklahoma Gas and Electric Company pursuant to which NRG
McClain has agreed to sell to OG&E -- subject to a higher or
better offer -- substantially all of its assets, including NRG
McClain's ownership interest in the McClain Facility.

                        Marketing Efforts

In April 2002, the Debtors consulted their financial advisors in
an effort to evaluate NRG McClain LLC's investment in the
McClain Facility and related assets, and to identify various
potential strategic and financial buyers selected on the basis of
a variety of factors, including perceived interest in the Sale
Assets, familiarity with NRG McClain's industry and financial
ability to consummate a sale transaction with NRG McClain.

According to Matthew A. Cantor, Esq., at Kirkland & Ellis, in New
York, as of the NRG McClain Petition Date -- August 19, 2003 --
no viable third party offer had been identified other OG&E.

In February 2003, NRG McClain began detailed negotiations with
OG&E.  On February 20, 2003, NRG McClain received a letter of
interest from OG&E specifying the terms and conditions of a
possible transaction.  On May 2, 2003, NRG McClain received a
draft asset purchase agreement from OG&E.

NRG McClain evaluated the terms and benefits of OG&E's proposal,
as well as the benefits of other alternatives.  Subsequently, NRG
McClain concluded that OG&E's proposal, which formed the basis of
the Asset Purchase Agreement offered the most advantageous terms
and greatest economic benefit to NRG McClain and its creditors.

On August 18, 2003, NRG McClain and OG&E executed the Asset
Purchase Agreement, which requires that the Sale Assets be sold
pursuant to Section 363 of the Bankruptcy Code free and clear of
all liens, claims and encumbrances.  Pursuant to the Asset
Purchase Agreement, the Sale is subject to higher or better
offers, and OG&E is treated as a stalking horse purchaser.
OG&E's agreement to serve as a stalking horse purchaser was
conditioned on receiving certain bidding protections.

                      The Purchase Agreement

The salient terms of the Asset Purchase Agreement includes:

A. Sale Assets

   The Sale Assets consist of all of NRG McClain's right, title
   and interest in and to all assets owned by or leased or
   licensed to NRG McClain and used or held by NRG McClain
   whether real, personal or mixed, tangible or intangible,
   excepting only the Retained Assets.

B. Purchase Price

   OG&E will pay $159,950,000 in immediately available funds,
   subject to certain adjustments.

C. Executory Contracts and Unexpired Leases

   NRG McClain will assume and assign to OG&E certain executory
   contracts and unexpired leases and will pay any and all cure
   amounts pursuant to Section 365 of the Bankruptcy Code
   necessary for the assumption of the Assigned Agreements.

D. Closing Conditions

   OG&E's consummation of the Asset Purchase Agreement by OG&E is
   subject to these conditions:

      (1) All of NRG McClain's representations and warranties
          will be true on and as of the Closing Date with the
          same effect as though they were made on the Closing
          Date;

      (2) OG&E will have obtained all necessary regulatory
          consents;

      (3) The Court will have approved the sale of the Sale
          Assets to OG&E, and the order will have become a Final
          Order; and

      (4) No materially adverse effect to the ability of the
          McClain Facility to operate will have occurred.

                       Use of Sale Proceeds

Furthermore, with the Court's approval, NRG McClain will direct
OG&E or the Winning Bidder to disburse the Purchase Price payable
at the closing, on the Closing Date, as:

   (a) To OG&E, the $5,000,000 Break-Up Fee or the $1,500,000
       Expense Reimbursement;

   (b) To NRG, the portion of the NRG Support Payment Amount
       mutually agreed to by the Agent and NRG at least five
       business days prior to the Closing Date, reflecting the
       Undisputed NRG Support Payment.

       The Undisputed NRG Support Payment consists of:

         -- amounts set forth in the NRG Support Calculations
            provided to the Agent in accordance with the Omnibus
            Restructuring and Consent Agreement, dated as of
            August 18, 2003, among the Debtor, the Prepetition
            Secured Lenders and the Agent, prior to such date;
            and

         -- related expenses anticipated to be incurred through
            the Closing Date;

   (c) To the Escrow Agent designated pursuant to an escrow
       agreement, the sum of:

         -- the excess, if any, of the amount requested by NRG
            as constituting the NRG Support Payment Amount and
            the Undisputed NRG Support Payment Amount, and

         -- an additional contingency amount, if any, mutually
            agreed to by NRG and the Agent at least five
            business days prior to the Closing Date in respect
            of the NRG Support Payment Amount not otherwise
            included in the amount referred to in the
            immediately preceding clause; and

   (d) To the Agent, the balance of the Purchase Price for
       repayment of all outstanding loans, interest and fees,
       expenses and other obligations incurred in connection with
       the Prepetition Credit Agreement and to be otherwise
       applied in accordance with the ORCA. (NRG Energy Bankruptcy
       News, Issue No. 13; Bankruptcy Creditors' Service, Inc.,
       215/945-7000)


ON COMMAND: Will be Hosting Third-Quarter Teleconference Today
--------------------------------------------------------------
On Command Corporation (OTC Bulletin Board: ONCO), a leading
provider of in-room interactive entertainment for the hotel
industry and its guests, will host a teleconference to discuss its
financial results for the third quarter of 2003 today at 4:00 p.m.
EST.  To access the teleconference, please dial (800) 309-9490 in
the United States or (706) 634-6055 internationally at least ten
minutes prior to the call.  The conference ID# is 4046585.  A live
Webcast of the teleconference will be available at
http://www.oncommand.com

For parties unable to listen to the teleconference at its normal
time, there will be a replay available for one week following the
call by dialing (800) 642-1687 in the U.S. or (706) 645-9291
internationally.

On Command Corporation -- http://www.oncommand.com-- is a leading  
provider of in-room entertainment technology to the lodging and
cruise ship industries. On Command is a majority-owned subsidiary
of Liberty Satellite & Technology, Inc.

On Command entertainment services include:  on-demand movies;
television Internet services using high-speed broadband
connectivity; television email; short form television features
covering drama, comedy, news and sports; PlayStation video games;
and music-on-demand services through Instant Media Network, a
majority-owned subsidiary of On Command Corporation and the
leading provider of digital on-demand music services to the hotel
industry.  All On Command products are connected to guest rooms
and managed by leading edge video-on-demand navigational controls
and a state-of-the art guest user interface system.  The guest
menu system can be customized by hotel properties to create a
robust platform that services the needs of On Command hotel
partners and the traveling public.  On Command and its
distribution network services more than 1,000,000 guest rooms,
which touch more than 300 million guests annually.

On Command's direct served hotel properties are located in the
United States, Canada, Mexico and Spain.  On Command distributors
serve cruise ships operating under the Royal Caribbean, Costa and
Carnival flags.  On Command hotel properties include more than 100
of the most prestigious hotel chains and operators in the lodging
industry:  Accor, Adam's Mark Hotels & Resorts, Fairmont, Four
Seasons, Hilton Hotels Corporation, Hyatt, Loews, Marriott
(Courtyard, Renaissance, Fairfield Inn and Residence Inn),
Radisson, Ramada, Six Continents Hotels (Inter-Continental, Crowne
Plaza and Holiday Inn), Starwood Hotels & Resorts (Westin,
Sheraton, W Hotels and Four Points), and Wyndham Hotels & Resorts.

At June 30, 2003, On Command's balance sheet shows a total
shareholders' equity deficit of about $34 million.


OTISH MOUNTAIN DIAMOND: Hires Morgan & Co. as New Accountants
-------------------------------------------------------------
Effective November 10, 2003, the client-auditor relationship
between Otish Mountain Diamond Company (formerly First Cypress,
Inc.) and BDO Dunwoody LLP, Chartered Accountants, ceased as the
former accountant was dismissed, an action which was approved by
the Board of Directors.  On November 10, 2003, the Company
appointed Morgan & Company, Chartered Accountants as its principal
independent public accountant.

The financial statements audited by BDO for the year ended
December 31, 2002 contained an explanatory paragraph pertaining to
the Company's inability to continue as a going concern.


PAC-WEST: Extends Early Tender Premium Deadline to November 25
--------------------------------------------------------------
Pac-West Telecomm, Inc. (Nasdaq: PACW), a provider of integrated
communications services to service providers and small and medium-
sized enterprises in the western U.S., amended the terms of its
previously announced cash tender offer to purchase up to $74.0
million, or approximately 77.8%, of the $95.1 million outstanding
principal amount of its Series B 13.5% Senior Notes due 2009 and
related consent solicitation, and extended the early tender
premium deadline and expiration time.

The Company is increasing the tender offer consideration being
offered for validly tendered and accepted Notes to $980 per $1,000
principal amount of the Notes plus accrued and unpaid interest to,
but not including, the settlement date of the tender offer.  This
is an increase of $80 per $1,000 principal amount of the Notes
from $900 per $1,000 principal amount originally offered.

In addition, as an incentive to noteholders to tender their Notes
and provide consent in a timely manner, Pac-West is continuing to
offer an early tender premium of $20 per $1,000 of principal
amount, such early tender premium to be paid in the event the
tender offer is completed to noteholders that tender their Notes
and consent to the amendment of the indenture, and have not
withdrawn such tender or consent, whether or not such Notes are
accepted by Pac-West.

Together, the tender offer consideration and the early tender
premium is now equal to par, or $1,000 per $1,000 principal amount
of the Notes.

Pac-West has also amended the cash tender offer to reduce the
maximum principal amount of Notes for which the tender offer is
being made to $59.0 million, or approximately 62.0%, of the
outstanding Notes.   This is a decrease of $15.0 million principal
amount, or approximately 15.8%, of the Notes from the original
offer.  If holders of a greater principal amount of Notes accept
the tender offer, Pac-West will accept Notes for purchase on a
pro rata basis based upon the relative principal amount of Notes
tendered by such holders.

The early tender premium deadline, which was 5:00 p.m., New York
City time, on November 17, 2003, will now expire at 5:00 p.m., New
York City time, on November 25, 2003.  The deadline to withdraw
notes tendered and consents given will occur upon execution of the
supplemental indenture.  Noteholders may withdraw notes tendered
and consents given at any time prior to the execution of the
supplemental indenture, which is expected to occur promptly
following the early tender premium deadline, provided that Pac-
West has received the requisite consents.  Any tender, whether
made before or after the withdrawal deadline, may not be withdrawn
after the withdrawal deadline.

The Tender Offer expiration time, which was 5:00 p.m., New York
City time, on December 4, 2003 has been extended to 5:00 p.m., New
York City time, on December 18, 2003.

As of 5:00 p.m., New York City time, on November 17, 2003, about
$15.7 million in principal amount of the Notes outstanding had
been validly tendered and not withdrawn.

UBS Securities LLC is acting as exclusive dealer manager and
solicitation agent for the tender offer and the consent
solicitation. The depositary for the tender offer is Wells Fargo
Bank Minnesota, N.A. Questions regarding the tender offer and
consent solicitation may be directed to Brian Taylor, at UBS
Securities LLC, telephone number 415-352-6085. Requests for copies
of the Offer to Purchase and Consent Solicitation Statement and
related documents may be directed to Georgeson Shareholder,
telephone number 800-843-0079 (toll free).

Founded in 1980, Pac-West Telecomm, Inc. is one of the largest
competitive local exchange carriers headquartered in California.  
Pac-West's network carries over 100 million minutes of voice and
data traffic per day, and an estimated 20% of the dial-up Internet
traffic in California.  In addition to California, Pac-West has
operations in Nevada, Washington, Arizona, and Oregon.  For more
information, please visit Pac-West's Web site at
http://www.pacwest.com  

                             *   *   *

As reported in Troubled Company Reporter's May 1, 2003 edition,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Pac-West Telecomm Inc. to 'D' from 'CC'. The rating on
the 13.5% senior notes due 2009 was lowered to 'D' from 'C'.

S&P explained, "Given the company's significant dependence on
reciprocal compensation (the rates of which the company expects to
further decline in 2003) and its limited liquidity, Pac-West will
likely find the implementation of its business plan continue to be
challenging."


PACIFIC GAS: Intends to Defray $15M Plan Implementation Expenses
----------------------------------------------------------------
Janet A. Nexon, Esq., at Howard, Rice, Nemerovski, Canady, Falk &
Rabkin, tells the Court that the principal source of funding for
the payment of allowed claims as contemplated under Pacific Gas
and Electric Company's Settlement Plan will be the issuance and
sale by Reorganized PG&E of long-term debt securities in the
original principal amount of $8,700,000,000, subject to
adjustment.  In addition, the Settlement Plan provides for the
reinstatement of certain indebtedness.  The Settlement Plan also
provides for Reorganized PG&E to establish one or more credit
facilities and one or more customer accounts receivable financing
programs to:

   (a) fund operating expenses and seasonal fluctuations in
       working capital;

   (b) provide letters of credit or other forms of credit
       support; and

   (c) if appropriate or necessary, perform Reorganized PG&E's
       obligations under the Settlement Plan.

Pursuant to certain conditions with respect to the implementation
of the Settlement Plan, the effective date of the Settlement Plan
must be on or before March 31, 2004.  The conditions require PG&E
to commence the reorganization efforts immediately in order to be
in the position to issue the New Money Notes, access the credit
facilities and customer accounts receivable programs and
reinstate certain indebtedness on the Effective Date.

According to Ms. Nexon, certain expenses related to the various
financings and reinstatement of debt must be paid by PG&E, as the
issuer or borrower.  Since the financings and the reinstatement
of debt are expected to take place on or before the Settlement
Plan Effective Date, or must be structured and arranged before
the Effective Date, work must commence, and certain fees and
costs necessary to implement the financings and reinstatement of
debt must be incurred, well before the Effective Date of the
Plan.  

The categories of new or reinstated debt obligations and credit
facilities or devices that must be in place before the Effective
Date include:

                       A. New Money Notes

By the Effective Date, PG&E will sell and issue up to
$8,700,000,000 in new debt securities, subject to adjustment, for
the primary purpose of satisfying allowed claims.  
The New Money Notes would be issued in maturities of 30 years
from issuance, depending upon market conditions on the issuance
date and PG&E's need to stagger maturities.  It is anticipated
that some or all of the New Money Notes would be issued pursuant
to a registration statement filed with the Securities and
Exchange Commission.

                   B. Pollution Control Bonds

PG&E currently has outstanding obligations with respect to
various series of Pollution Control Bonds.  The tax-exempt status
of the PC Bonds offers lower cost financing than other
indebtedness of comparable maturity.  PG&E has determined that it
must take certain actions by the Effective Date to preserve the
benefits of the low-cost tax exempt financing afforded under the
PC Bonds.  Due to the current structure of the obligations and
the PC Bonds' treatment under the Settlement Plan, certain
actions may be necessary with respect to the PC Bonds in various
classes of claims, including:

   (a) Class 4a -- Mortgage Backed PC Bonds

       The Mortgage-Backed PC Bonds will be redeemed, or
       purchased in lieu of redemption, if any of the New Money
       Notes are secured.  To give PG&E the ability to preserve
       the benefits of the lower cost Mortgage-Backed PC Bond
       financing by purchasing the Mortgage-Backed PC Bonds in
       lieu of redemption, certain amendments must be approved
       by the Bond Trustee and the California Pollution Control
       Financing Authority before the Effective Date.  In
       addition, before the Effective Date, PG&E may determine to
       arrange a bridge loan and subsequent refinancing for the
       transaction, which must be appropriately documented;

   (b) Class 4b -- MBIA-insured PC Bonds

       If any of the New Money Notes are secured, MBIA, the bond
       insurer, will receive a contingent note as additional
       security for PG&E's obligations under its reimbursement
       agreement with MBIA.  The possible conveyance of the
       security and any necessary documentation must be arranged
       with MBIA before the Effective Date;

   (c) Class 4d -- Letter of Credit Backed PC Bonds

       The Letter of Credit Backed PC Bonds will remain
       outstanding in the public markets if the necessary credit
       support is available on the Effective Date.  If the credit
       support is not available, the Letter of Credit Backed PC
       Bonds will be purchased and either subsequently credit-
       enhanced and remarketed or refunded on or after the
       Effective Date, new credit support or a bridge loan and
       subsequent refinancing must be arranged and documented to
       complete the transactions;

   (d) Class 4f -- Prior Bond Claims

       Either PG&E will pay off, or PG&E or its assignee will
       purchase, the outstanding reimbursement obligations
       related to the Prior Bonds.  Before the Effective Date, a
       bridge loan or refunding must be arranged and documented;

                      C. Credit Facilities

The Credit Facilities may be secured in whole or in part, and may
include revolving and term loan credit facilities.  Reorganized
PG&E may also establish one or more customer accounts receivable
financing programs for the same purpose.

                  D. Other Potential Facilities

   (a) Class 3b -- PC-Related Mortgage Bonds

       The PC-Related Mortgage Bonds back the Mortgage Backed PC
       Bonds.  If the Class 4a bonds remain outstanding, the
       Class 3b bonds will be replaced with New Mortgage Bonds
       issued pursuant to the new mortgage indenture.  Before the
       Effective Date, the new mortgage indenture and New
       Mortgage Bonds must be arranged and documented;

   (b) Structured Letters of Credit

       It may be more efficient to supplement or substitute
       traditional letters of credit with cash collateralized
       letters of credit, where the collateral is funded by a
       debt placement.  Before the Effective Date the financings
       and the letters of credit would have to be structured and
       arranged; and

   (c) Other Credit Devices.

       Reorganized PG&E may be required to arrange for other
       credit devices, like surety bonds and credit insurance
       -- which may be secured in whole or in part.

Ms. Nexon maintains that the Plan implementation expenses are
associated with the analysis, compilation and presentation of
complex due diligence materials and negotiating, drafting and
reviewing documents related to the financings, reinstatement of
debt and related activities.

The Plan implementation expenses are:

  I. Counsel Fees -- Estimate: $6,000,000

     This category include:

     (a) bank counsel fees and costs for negotiating and drafting
         agreements with respect to the credit facilities and due
         diligence review;

     (b) bond counsel fees and costs for negotiating and drafting
         documentation for the PC Bond amendments;

     (c) trustee's counsel fees and costs related to the
         preparation of the new mortgage indenture, PC Bond
         amendments and new debt issuances, including the New
         Money Notes;

     (d) underwriters' counsel in connection with drafting an
         indenture and due diligence for offerings of debt
         issuances -- other that the New Money Notes -- which may
         be necessary in connection with the debt facilities in
         the Settlement Plan;

     (e) counsel to credit providers in connection with drafting
         amendments and other documents related to PC Bonds; and

     (f) opinion counsel for foreign banks;

II. Trustee Related Expenses -- Estimate: $200,000

     Fees and costs related to indenture trustees include
     acceptance fees and administrative service fees related to
     the new debt offerings and to PC Bond document amendments,
     out-of-pocket expenses for overnight mail, couriers, outside
     fax services, conference call services and similar services,
     and escrow fees and fees for documentation and servicing of
     escrow accounts;

III. CPUC Fees -- Estimate: $1,950,000

     PG&E expects to incur substantial fees required by
     California Public Utilities Commission regulations in
     connection with new debt financings;

IV. Banks -- Estimate: $3,500,000

     PG&E expects to incur fees and expenses of various financial
     institutions, including commitment fees to reserve the
     lenders' commitments from the time of the syndication
     process until closing, and fees and expenses relating to
     disclosure documentation, as well as expenses relating to
     the syndication process, and costs for "road shows",
     including travel and meeting room rentals;

  V. Printing Fees -- Estimate: $550,000

     PG&E expects to incur substantial costs for the printing of
     offering documents;

VI. Pollution Control Bond Fees -- Estimate: $600,000

     Fees and costs to be incurred in connection with pollution
     control bonds include application and filing fees, and
     refundable performance deposit fees; and

VII. Miscellaneous -- Estimate: $2,200,000

     In each case, the fees and costs that PG&E expects to incur
     are difficult to estimate in advance, and the actual amount
     incurred in any given category may vary from the estimates
     provided, due to variation in the timing of the debt
     issuances and other unpredictable factors.

The fees and cost estimates are based on PG&E's estimates of the
scope of the services and costs and are difficult to estimate in
advance.  PG&E may re-allocate the expenses as necessary.

PG&E believes that the commitment to incur the fees and expenses
must be made promptly to ensure that it can timely meet the
conditions precedent to the effectiveness of the Settlement Plan.  
Ms. Nexon says that PG&E is solvent and has sufficient cash to
pay the various expenses without causing any detriment to its
creditors.

Accordingly, PG&E seeks the Court's authorization to incur Plan
implementation expenses totaling $15,000,000, including
$2,200,000 in miscellaneous expenses to afford flexibility to
expend greater amounts in certain categories. (Pacific Gas
Bankruptcy News, Issue No. 65; Bankruptcy Creditors' Service,
Inc., 215/945-7000)    


PARK PHARMACY: Ascendant Solutions Offers to Acquire Assets
-----------------------------------------------------------
On November 4, 2003, Ascendant Solutions, Inc. entered into a
Letter of Intent with Park Pharmacy Corporation Inc., a Colorado
corporation. According to the LOI, the Company proposes to acquire
substantially all of the assets of Seller under a Plan of
Reorganization of the Seller under Chapter 11 of the U.S.
Bankruptcy Code. The Seller has been operating as a debtor in
possession since December 2, 2002. The assets being purchased
shall include all of the cash and other assets of the operating
subsidiaries of the Seller and all equity interests of the
following entities (each wholly-owned by Seller): (i) Dougherty's
Pharmacy, Inc., (ii) Park Operating GP, LLC, (iii) Park LP
Holdings, Inc., (iv) Park-Medicine Man GP LLC (v) Park
Infusion Services, L.P., and (vi) Park-Medicine Man, L.P.  

Seller is engaged as a provider of healthcare services through its
retail pharmacies and infusion therapy/specialty pharmacy services
units. Based in Dallas, Texas, the Seller operates one retail drug
store, Dougherty's Pharmacy, Inc, in Dallas and three pharmacies
in the area between Houston and the Gulf of Mexico coast under the
name Medicine Man. Infusion therapy/specialty pharmacy services
are located in Dallas, San Antonio and Houston and are operated
under the name Park Infusion Services.

Pursuant to the Plan, which the Company and Seller filed jointly
with the United States Bankruptcy Court for the Northern District
of Texas, Dallas Division on November 12, 2003, the Company has
deposited $100,000 in a separate bank account (such deposit to be
utilized under the Plan as part of the purchase price if the
acquisition closes) and would invest up to $1.5 million into the
reorganized debtor and assume debt of the Seller of approximately
$6.25 million. For the twelve months ended June 30, 2003, the
Seller had (unaudited) revenues of approximately $43.8 million.   
The proposed acquisition will be subject to various conditions,
including bankruptcy court approval, and there can be no
assurances that the acquisition will close, nor that the Company
will be able to integrate and execute the Seller's business
successfully.  

Park Pharmacy Corporation is holding company for various companies
providing pharmacy services in retail pharmacy, infusion pharmacy,
institutional pharmacy, and wholesale pharmacy distribution. The
Debtor filed for Chapter 11 protection on December 2, 2002, in the
U.S. Bankruptcy Court for Northern District of Texas (Dallas)
(Bankr. Case No. 02-80896).


PARTNERS MORTGAGE: Committee Bringing-In Cairncross as Counsel
--------------------------------------------------------------
The Official Secured Creditors' Committee of the chapter 11 case
of Partners Mortgage Corporation asks for approval from the U.S.
Bankruptcy Court for the Western District of Washington to retain
the law firm of Cairncross & Hempelmann, P.S. as its counsel.

The Committee further request the Court to employ Cairncross &
Hempelmann, nunc pro tunc to October 2, 2003. John R. Rizzardi,
Esq., of Cairncross & Hempelmann, will be the primary attorney for
the Committee in this matter.  Mr. Rizzardi's hourly rate for this
engagement is $340.

The Committee believes that it is necessary and appropriate to
employ counsel to advise and assist it in fulfilling its duties.

Mr. Rizzardi submits that he is unaware of any other potential
conflicts between the interests of the Committee, or the Debtor's
estate, and other clients of Cairncross & Hempelmann. If any
conflict is discovered at a later date, it will be disclosed to
the Court, the U.S. Trustee, and the Committee, Mr. Rizzardi
assures.

Headquartered in Mercer Island, Washington, Partners Mortgage
Corporation is a high-yield mortgage backed income fund.  The
Company filed for chapter 11 protection on September 26, 2003
(Bankr. W.D. Wash. Case No. 03-22404).  Shelly Crocker, Esq., at
Crocker Kuno LLC represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it estimated its debts and assets of over $50 million
each.


PEMSTAR INC: Will Present at Lehman Bros. Conference Tomorrow
-------------------------------------------------------------
PEMSTAR Inc. (Nasdaq:PMTR), a leading provider of global
engineering, product design, manufacturing and fulfillment
services to technology, industrial and medical companies, will
present a recap of its fiscal second-quarter and first-half
results to the investment community at the Lehman Brothers 2003
Semiconductor and Computer Systems Conference.

Greg Lea, executive vice president and chief financial officer,
will present tomorrow at 11:30 a.m. PT (2:30 p.m. ET). The
conference runs from November 18th through November 20th in San
Francisco.

A link to the live Webcast will be available at 11:30 a.m. PT,
November 20th, on the Investor Relations section of PEMSTAR's Web
site at http://www.pemstar.com A replay of the Webcast will be  
available on PEMSTAR's Web site through December 20, 2003.

PEMSTAR Inc. -- http://www.pemstar.com-- provides a comprehensive  
range of global engineering, product design, automation and test,
manufacturing and fulfillment services and solutions to customers
in the communications, computing and data storage, industrial
equipment and medical industries. PEMSTAR provides these services
and solutions on a global basis through 15 strategic locations in
North America, South America, Asia and Europe. These customer
solutions offerings support customers' products from initial
product development and design, through manufacturing to worldwide
distribution and aftermarket support.

As reported in Troubled Company Reporter's October 30, 2003
edition, PEMSTAR said it expects net sales in the fiscal 2004
third quarter ending December 31, 2003, of $160 million to $175
million, and net income of $.04 per share to a net loss of $.04
per share. This compares with net sales of $171.8 million and a
net loss of $.05 per share for the third quarter of fiscal 2003.
Based on the financial covenants in effect November 4, 2003, if
PEMSTAR achieves the guidance above, it may need to seek waivers
or adjustments to the covenants from its lenders. The company does
not anticipate any problem obtaining the adjustments, if needed.


PG&E NATIONAL: ET Committee Signs-Up Sidley Austin as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of the Energy
Trading Debtors sought and obtained the Court's authority to
retain Sidley Austin Brown & Wood LLP as counsel, nunc pro tunc
to September 2, 2003.

The ET Creditors Committee selected Sidley Austin because the
firm possesses extensive knowledge and expertise in the areas of
law relevant to the ET Debtors' Chapter 11 cases.  Steven J.
Doyon, Interim Chairperson of the ET Creditors Committee, informs
the Court that Sidley Austin currently represents and has
represented creditors' committees, debtors and creditors in many
significant reorganizations under Chapter 11.  For these and
other reasons, Sidley Austin is well suited to advise the ET
Creditors Committee on the ET Debtors' rapidly evolving cases.

Accordingly, Sidley Austin will:

   (a) advise the ET Creditors Committee with respect to its
       rights, duties and powers in the ET Debtors' Chapter 11
       cases;

   (b) assist and advise the ET Creditors Committee in its
       consultations with the ET Debtors relative to the
       administration of the cases and the management of the ET
       Debtors' businesses;

   (c) assist the ET Creditors Committee in analyzing the claims
       of the ET Debtors' creditors and in negotiating with them;

   (d) assist with the ET Creditors Committee's investigation of
       the acts, conduct, assets, liabilities and financial
       condition of the ET Debtors and the operation of their
       businesses;

   (e) assist the ET Creditors Committee in its analysis of and
       negotiations with the ET Debtors or any third party
       concerning matters related to the terms of a
       reorganization plan;

   (f) assist the ET Creditors Committee with respect to possible
       sales or disposition of assets of the ET Debtors' estates;

   (g) assist and advise the ET Creditors Committee as to its
       communications to the general creditor body regarding
       significant matters in the ET Debtors' Chapter 11 cases;

   (h) appear on behalf of the ET Creditors Committee at all
       hearings and other proceedings;

   (i) review and analyze all applications, orders, statements of
       operations and schedules filed with the Court and advise
       the ET Creditors Committee as to their propriety;

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

   (k) perform other legal services as may be required and are
       deemed to be in the interests of the ET Creditors
       Committee in accordance with its powers and duties as set
       forth in the Bankruptcy Code.

Sidley Austin will be compensated for its services in accordance
to its customary hourly rates:

             Partner and Senior Counsel   $410 - 550
             Associates                    175 - 375
             Paralegals                     80 - 160

The firm will also be reimbursed of its out-of-pocket expenses.

According to Sidley Austin partner, Guy S. Neal, a conflicts
search reveals that Sidley represents or has represented in the
past five years, in matters wholly unrelated to the ET Debtors or
these cases, these parties:

Party-in-interest           Nature of Services Sidley Provided
-----------------           ----------------------------------
ConocoPhillips Company      Counsel for ConocoPhillips in various
                            intellectual property matters

Exelon Generation           Counsel for Exelon Generation Company
Company LLC                 and its affiliates in general
                            corporate, securities, employee
                            benefits, labor and employment, tax,
                            real estate, environmental and
                            regulatory issues

Lehman Brothers             Counsel for Lehman Brothers and its
                            affiliates in various secured and
                            unsecured credit facilities in its
                            capacity as agent, arranger or
                            originator

JP Morgan Chase             Underwriters' counsel in the issuance
                            of securities by JP Morgan Chase in
                            various matters

                            Counsel for JP Morgan Chase and its
                            Affiliates in various secured and
                            unsecured credit facilities in its
                            capacity as agent, arranger or
                            originator

Citibank, N.A.              Counsel for Citibank, N.A. and its
                            affiliates in various secured and
                            unsecured credit facilities in its
                            capacity as agent, arranger or
                            originator

Societe Generale            Counsel for Societe Generale in
                            corporate, transactional and credit
                            matters

General Electric Company    Counsel for General Electric Company
                            and its affiliates in corporate,
                            transactional and credit matters

Nevertheless, Mr. Neal ascertains that Sidley Austin does not
represent or hold any adverse interest to the ET Debtors' estates
or their creditors.  Sidley Austin is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.
(PG&E National Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., 215/945-7000)    


PICCADILLY CAFETERIAS: AMEX Intends to Delist Shares
----------------------------------------------------
Piccadilly Cafeterias, Inc. (AMEX:PIC) has been notified by the
American Stock Exchange of its intention to file an application
with the Securities and Exchange Commission to strike the
Company's common stock from listing and registration on the
Exchange.

In a letter dated November 10, 2003, the Exchange staff noted that
the delisting action was being taken as a result of the Company's
recent announcement that it had signed an agreement to sell
substantially all of its assets, including its restaurant
operations, to Piccadilly Acquisition Corporation, a joint venture
formed by TruFoods Corporation and H.I.G. Capital, under the
protection of Chapter 11 of the Bankruptcy Code.

As a result of the Company's announcement, the Exchange staff
determined that Piccadilly was no longer in compliance with two of
the Exchange's listing standards, namely Sections 1003(C) and 1003
(a)(iv) of the Exchange's Company Guide.

The Company has notified the Exchange that it does not intend to
appeal the staff's determination. The Exchange suspended trading
in the Company's securities on October 30, 2003, following the
Company's announcement on October 29, 2003 regarding the pending
sale of the Company. The Company expects the Exchange to submit a
delisting application to the SEC on or after November 18, 2003.

Piccadilly is a leader in the family-dining segment of the
restaurant industry and operates 145 cafeterias in the
Southeastern and Mid-Atlantic states. For more information about
the Company visit http://www.piccadilly.com


RADIO UNICA: Wants to Pay Up to $350,000 of Critical Vendor Claims
------------------------------------------------------------------
Radio Unica Communications Corp., and its debtor-affiliates want
to pay prepetition claims owed to creditors whose products and
services are critical to their reorganization.

The Prepetition Claims include vendor claims, contract claims, and
substantially all other claims related to the Debtors' operations.
The Debtors estimate that the aggregate amount of Prepetition
Claims they want to pay is less than $350,000.

The Debtors assure the U.S. Bankruptcy Court for the Southern
District of New York that if a vendor accepts payment, that vendor
will be deemed to have agreed to continue providing the services,
goods, materials, equipment, or support, on as good or better
terms and conditions that existed 90 days prior to the Petition
Date, for the duration of these Chapter 11 cases.

The Debtors believe that if they are not authorized to pay the
Prepetition Claims as they become due in the ordinary course of
business, their valuable business relationships with their
customers, suppliers, vendors, and contractors will be severely
jeopardized. Disruption of the existing contracts, agreements, and
relationships with the Debtors' Vendors would seriously denigrate
the Debtors' ability to fulfill its customer obligations and, by
extension, its ability to continue to generate revenues.

Even if the Debtors were able to convince Vendors to continue to
provide Services to the Debtors without payment of their
Prepetition Claims, the Vendors will likely agree to do so only on
trade terms much less favorable than customary.

The Debtors believe that continued receipt of the Services is
critical to the Debtors' continued operations and consummation of
the Plan.

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.


RPBR, LLC: Chapter 11 Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: RPBR, LLC
             3348 Peachtree Road, N.E.
             Atlanta, Georgia 30326

Bankruptcy Case No.: 03-34231

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        RJTL, LLC                                  03-34232
        Regent Palmetto Pointe, LLC                03-34233
        Regent Ashley Knoll II, LLC                03-34234
        Regent Ashley Knoll, LLC                   03-34235
        Regent Ravinia, LLC                        03-34236
        Regent Morrisville, LLC                    03-34237
        Villages of Brookstone, LLC                03-34238

Type of Business: The Debtors are affiliates of J.A. Jones, Inc.

Chapter 11 Petition Date: November 12, 2003

Court: Western District of North Carolina (Charlotte)

Judge: J. Craig Whitley

Debtors' Counsel: Danielle K Greco, Esq.
                  W. B. Hawfield, Jr., Esq.
                  Moore and Van Allen, PLLC
                  NationsBank Corporate Center                  
                  100 North Tryon Street
                  Suite 4700
                  Charlotte, NC 28202
                  Tel: 704-331-3606
                  Fax: 704-339-5979

                             Estimated Assets:   Estimated Debts:
                             -----------------   ----------------
RPBR, LLC                    $1MM to $10MM       $0 to $50K
RJTL, LLC                    $1MM to $10MM       $0 to $50K
Regent Palmetto Pointe, LLC  $10MM to $50MM      $1MM to $10MM
Regent Ashley Knoll II, LLC  $1MM to $10MM       $100K to $500K
Regent Ashley Knoll, LLC     $10MM to $50MM      $1MM to $10MM
Regent Ravinia, LLC          $10MM to $50MM      $100K to $500K
Regent Morrisville, LLC      $10MM to $50MM      $1MM to $10MM
Villages of Brookstone, LLC  $10MM to $50MM      $100K to $500K  

A. Regent Palmetto Pointe's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Trammell Crow Residential   Trade Debt                  $7,134  

Sandpiper Landscaping Inc.  Trade Debt                  $3,900

Allbright Painting and      Trade Debt                  $1,925
Site Cleaning

Rural Sanitation            Trade Debt                  $1,098

Aaron                       Trade Debt                    $890

Innovative Promotions,      Trade Debt                    $859    
Inc.

The Sun News                Trade Debt                    $707

Lowe's Companies, Inc.      Trade Debt                    $657

Network Communications,     Trade Debt                    $585
Inc.   

Sherwin Williams            Trade Debt                    $463

Donna Benson-Todd           Trade Debt                    $379

Strand Media Group Inc.     Trade Debt                    $354

Duraclean Services, Inc.    Trade Debt                    $336

South Santee Aquaculture    Trade Debt                    $300

Surface Menders             Trade Debt                    $295

Debra Marlene Alexander     Trade Debt                    $265

IOS Capital                 Trade Debt                    $223

Welcome Home America        Trade Debt                    $176

Myrtle Maids Cleaning       Trade Debt                    $165
Service         

Homestore Sales Company     Trade Debt                    $159

B. Regent Ashley Knoll II's 12 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Trammell Crow Residential   Trade Debt                  $4,899

Professional Resource       Trade Debt                    $385
Option  

Crosstown Carpet Care       Trade Debt                    $140

Hughes MRO                  Trade Debt                    $129

White Glove Cleaning        Trade Debt                    $100

Wendy Tucker - Petty Cash   Trade Debt                     $34

Kinko's Inc.                Trade Debt                     $34

PrintWave                   Trade Debt                     $25

FedEx                       Trade Debt                     $16

Comcast Cable               Trade Debt                     $14

Voicecom                    Trade Debt                     $13

Rental Uniform Service      Trade Debt                      $7    

B. Regent Ashley Knoll, LLC's 12 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Trammell Crow Residential   Trade Debt                  $7,427

Comcast Cable               Trade Debt                    $297

Hughes MRO                  Trade Debt                    $288

Furniture Rentals           Trade Debt                    $270

Crosstown Carpet Care       Trade Debt                    $180

White Glove Cleaning        Trade Debt                    $100

Kinko's Inc.                Trade Debt                     $76    

Wendy Tucker - Petty Cash   Trade Debt                     $75

PrintWave                   Trade Debt                      $6     

FedEx                       Trade Debt                     $37

Rental Uniform Service      Trade Debt                     $15

Charleston True Value       Trade Debt                      $3
Hardware, Inc.    
  
C. Regent Ravinia, LLC's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
City of Raleigh Police      Trade Debt                  $9,826  
Dept.          

Trammell Crow Residential   Trade Debt                  $7,089

Batey's Carpets, Inc.       Trade Debt                  $1,566

Waste Industries, Inc.      Trade Debt                  $1,243

HPC Publications            Trade Debt                    $741        

Henderson                   Trade Debt                    $547

The Real Estate Place       Trade Debt                    $517

Select Security, Inc.       Trade Debt                    $399

Tracie W. Strickland        Trade Debt                    $240

Homestore Sales Co.         Trade Debt                    $183

Melissa Caruso              Trade Debt                    $180

Century Maintenance Supply  Trade Debt                    $157

Professional Painting       Trade Debt                    $150

Evans                       Trade Debt                    $100

Sullivan                    Trade Debt                    $100

Williams                    Trade Debt                    $100

TASCO                       Trade Debt                     $49

FedEx                       Trade Debt                     $28

Arch Wireless               Trade Debt                     $25

Edie Robinson               Trade Debt                     $21

D. Regent Morrisville, LLC's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Town of Morrisville         Trade Debt                  $8,930                                         

Progress Energy Carolinas,  Trade Debt                  $5,395
Inc.

DWBA Surveing &             Trade Debt                  $3,042
Engineering

Brinks Home Security        Trade Debt                  $3,015

Brinks Home Security        Trade Debt                  $3,015

Sunbelt Scenic              Trade Debt                  $2,800  
Landscaping LLC

Shady Paints and            Trade Debt                  $1,555
Decorating  

Waste Management            Trade Debt                  $1,059

Rent.com                    Trade Debt                  $1,017

HPC Publications            Trade Debt                  $1,002

Batey's Carpets, Inc.       Trade Debt                    $903       

Bellsouth                   Trade Debt                    $809

Shady Paints and            Trade Debt                    $715
Decorating  

Trammell Crow Residential   Trade Debt                    $590

Shady Paints and            Trade Debt                    $530
Decorating  

Carolina Appliance Corp.    Trade Debt                    $453

Trip Carstarphen - Petty    Trade Debt                    $440
Cash

FNF Capital                 Trade Debt                    $416

Expert Capital Care Inc.    Trade Debt                    $360

Rent.com                    Trade Debt                    $339      

E. Villages of Brookstone, LLC's 9 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Van Winkle                  Trade Debt                    $734

Bellot                      Trade Debt                    $458

Mclaurin                    Trade Debt                    $329

Gresham                     Trade Debt                    $250

Stewart                     Trade Debt                    $226

Hardin                      Trade Debt                    $112

Geddis                      Trade Debt                     $15                 

Target                      Trade Debt                     $29

Trammell Crow Residential   Trade Debt                       


ROPER INDUSTRIES: S&P Assigns Low-B Corp. Credit & Debt Ratings
---------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'BB+' corporate
credit rating to Duluth, Georgia-based Roper Industries Inc. In
addition, Standard & Poor's assigned its 'BB+' senior secured bank
loan rating to the company's proposed $625 million senior secured
credit facilities, its preliminary 'BB-' rating to Roper's shelf
filing of $450 million in debt securities (under Rule 415), and
its 'BB-' rating to Roper's $150 million proceeds cash-to-zero
convertible bond, which will be drawn under the shelf.

Proceeds from the credit facilities and convertible bond, together
with a planned $200 million common stock issue, will be used to
finance the acquisition of unrated Neptune Technology Group
Holdings Inc., a leading North American manufacturer of water
meters and meter reading systems, including automatic meter
reading and data collection for water utilities, and thereafter
for general corporate purposes, including working capital.

Roper is expected to have about $600 million in outstanding debt
upon the close of the transaction at the end of 2003.

"We believe that the Neptune acquisition, once integrated
successfully, represents a good strategic fit with Roper's
existing product portfolio and should provide the group with
synergy opportunities," said Standard & Poor's credit analyst John
Sico.

Roper produces control systems, imaging products, pumps, and
instruments. It benefits from technological leadership, high
profit margins, and low capital expenditures because of its light
asset base.

Standard & Poor's expects Roper to continue with its acquisition-
oriented growth strategy. While Roper debt-financed its
acquisitions in the past, it has now moved to a mix of equity and
debt financing.

Roper's credit ratios are expected to suffer from the Neptune
acquisition; however, cash flow generation is expected to remain
relatively stable, given the limited cyclicality of its core
business.

The secured bank facility includes a $450 million five-year senior
secured term loan and a $175 million three-year senior secured
revolving credit facility and will be guaranteed by all domestic
and certain foreign subsidiaries of Roper. It will be secured by a
first-priority perfected security interest in all tangible and
intangible properties and assets of Roper or the guarantors. Based
on Standard & Poor's enterprise valuation analysis, there is a
likelihood of meaningful recovery of principal in the event of
default or bankruptcy, despite potentially significant losses.


SAFETY-KLEEN: Wants to Sell El Cajon Land for about $1 Million
--------------------------------------------------------------
Safety-Kleen Systems, Inc., wants to sell a real property located
in El Cajon, California to Johnson Avenue Industrial Center, LP, a
California limited partnership,  Systems also wants to pay a
brokerage fee in connection with the sale.

Systems determined that the El Cajon property is not essential to
its ongoing business operations.  Accordingly, Systems entered
into an Agreement for Purchase and Sale of Real Estate Purchase
and Joint Escrow Instructions on September 26, 2003.

The El Cajon property consists of 3.43 net acres of land situated
on the southwest corner of Bradley Avenue and Johnson Avenue in
the City of El Cajon, San Diego County, California.  The property
was acquired by Systems to be used in its operations.  However,
Systems never obtained the required permission to begin
construction of a facility on the property.  As a result, the El
Cajon property was never used by Systems or any of the other
Debtors.

Systems intends to convey its interest in the El Cajon property to
Johnson Avenue for $977,000, subject to the satisfaction of title
inquiry, not later than the Closing Date, which will occur after
the inspection period has run and title has been shown to be
satisfactory.

By the sale, Systems will avoid the ongoing expenses associated
with the never-used property, including taxes, insurance and
maintenance, as well as possible future costs derived from
remediation obligations and/or environmental liabilities.  
Consequently, Systems believes that the sale will maximize the
value of the El Cajon property for the estate.

The initial purchase price under the Sale Agreement was
$1,000,000, but the agreement was subsequently amended to
$977,000.  Johnson Avenue then deposited $100,000 into escrow as
earnest money.  On the first business date after the contingency
date, Johnson Avenue will deposit into escrow an additional
$400,000.  No later than one business day before Closing, Johnson
Avenue will deposit the balance of the purchase price, together
with its share of all closing costs and prorations of taxes,
insurance, and other customary charges.

Systems will also indemnify Johnson Avenue and related parties
from any claims arising from Systems breach of any agreements,
covenants, representations or warranties under the Sale Agreement.  
Johnson Avenue will indemnify Systems and its related parties from
any claims arising from its breach of the agreements, covenants,
representations or warranties under the sale, or any liabilities
relating to any debt or obligation Johnson Avenue expressly
assumed under the Sale Agreement or arising in connection with the
existence of hazardous materials in, on, under or about the El
Cajon property, including remediation costs.

The sale proceeds will be applied in accordance with either the
terms of the Debtors' postpetition financing agreement or
emergence financing agreement, whichever is in effect at the time
the Debtors receive the sale proceeds.

Systems proposes to pay a 6% commission, or $58,622, to Cushman &
Wakefield as the broker for Systems in the sale. (Safety-Kleen
Bankruptcy News, Issue No. 68; Bankruptcy Creditors' Service,
Inc., 215/945-7000)    


SCIENTIFIC GAMES: Acquires IGT OnLine Entertainment for $143MM
--------------------------------------------------------------
On November 6, 2003, Scientific Games Corporation (S&P, BB-
Corporate Credit Rating, Stable Outlook) acquired IGT OnLine
Entertainment Systems, Inc., from International Game Technology.
The purchase price was $143 million in cash, subject to closing
adjustments. OES operates on-line lottery systems in seven states
and the Caribbean, and supports systems sold to customers in
Korea, Norway, Switzerland and Shanghai. The acquisition also
included OES's Advanced Gaming System video system contracts in
six jurisdictions throughout the world, certain intellectual
property and an exclusive license to specific IGT slot brands for
both instant and on-line games.

In connection with the acquisition of OES, Scientific Games
amended and restated the credit agreement governing the Company's
senior credit facility to, among other things, increase the
revolving credit facility by $25.0 million to $75.0 million and
provide for a $462.8 million Term C Loan, of which $287.8 million
was used to repay in full the existing Term B Loan, $143.0 million
was used to pay the purchase price for OES, and the balance is
available for general corporate purposes.

Upon consummation of the acquisition, the Company changed the name
of OES to Scientific Games Online Entertainment Systems, Inc.


SMTC CORP: Sept. 28 Balance Sheet Upside-Down by $19 Million
------------------------------------------------------------
SMTC Corporation (Nasdaq: SMTX), (TSX: SMX), a global electronics
manufacturing services provider, reported third quarter revenue of
$77.0 million, compared to $143.5 million for the same quarter
last year and up sequentially from $70.7 million in the second
quarter of 2003.

Net earnings on a Generally Accepted Accounting Principles (GAAP)
basis were $2.6 million, or $0.09 per share, compared to a net
loss of $13.4 million, or $0.47 per share, for the same quarter
last year and a net loss of $39.9 million or $1.39 per share in
the second quarter of 2003.

During the third quarter of 2003, the Company recorded earnings
from discontinued operations of $1.3 million, or $0.05 per share,
compared to $0.6 million or $0.02 per share for the same period
last year. Included in earnings from discontinued operations for
the third quarter of 2003 is a loss of $0.2 million, or $0.01 per
share, recorded on the disposition of the manufacturing operations
of the Appleton facility and a net gain of $1.5 million, or $0.05
per share, from the proceeds of the liquidation of the Company's
former Cork, Ireland subsidiary.

The Company calculates adjusted net earnings (loss) as net
earnings (loss) before discontinued operations, the effects of
changes in accounting policies, restructuring and other one-time
charges and the related income tax effect. Adjusted net earnings
for the third quarter of 2003 of $1.3 million, or $0.05 per share,
compares to an adjusted net loss of $0.4 million, or $0.01 per
share, for the same period last year and an adjusted net loss of
$2.5 million, or $0.09 per share, for the second quarter of 2003.

Gross profit on a GAAP basis for the third quarter of 2003 was
$8.1 million, or 10.6% of revenue, compared to $1.0 million, or
0.7% of revenue, for the same period in the prior year and $4.7
million, or 6.7% of revenue, for the second quarter of 2003. Gross
profit for the third quarter of 2002 includes the effect of
restructuring charges of $6.3 million related to an inventory
write-down and other charges of $0.9 million related the
downsizing of facilities. Excluding the effect of restructuring
and other charges, the gross profit for the third quarter of 2002
was $8.2 million, or 5.6% of revenue. The improvement in the gross
margin percentage reflects the improvement in manufacturing and
supply chain efficiencies as we realize the benefits arising from
our restructuring initiatives.

Operating income on a GAAP basis for the third quarter of 2003 was
$2.6 million compared to an operating loss on a GAAP basis of
$12.1 million for the same period last year and an operating loss
on a GAAP basis of $0.6 million for the second quarter of 2003.
The improvement in operating income is a result of the improved
gross margin, lower selling general and administrative expenses
and the reduction in restructuring and other charges as we have
substantially completed our operational restructuring programs.

Total debt was $74.9 million consisting of $63.0 million of
revolver and $11.9 million of term debt compared to $90.2 million
of total debt in the third quarter of 2002 and $67.2 million of
total debt in the second quarter of 2003. The Company used
approximately $10.5 million of cash from operations, which
reflects positive net earnings offset by an investment in working
capital associated with the higher levels of business activity
compared to the second quarter of 2003. Additional cash was
generated from the proceeds of disposition of the Appleton
manufacturing operations.

At September 28, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $19 million.

Effective November 17, 2003, the Company and its lending group
executed an amendment to the credit agreement providing for an
extension of the maturity date to October 1, 2004 and amendments
to certain financial covenants. The Company is continuing its
discussions with current and potential lenders and investors to
address the pending maturity of the Company's revolving credit
facility, now due in October 2004, and to better position the
Company on a longer-term basis. A transaction resulting from these
discussions is likely to involve significant dilution to existing
shareholders. While the Company is optimistic that it will be able
to successfully address the pending maturity, at this time there
can be no assurances that the Company will be able to reach an
agreement with the relevant parties.

"We are pleased with the results for the third quarter reflecting
stabilization of our revenue and the positive effect of
operational restructuring initiatives. With its current plant
locations and capacity, the Company is now well positioned to
provide our customers with cost effective total solutions," stated
SMTC's Interim President and Chief Executive Officer, John
Caldwell. "The final phase of revitalizing the Company involves
the restructuring of our balance sheet. With full support of our
lenders, we completed an important interim step by amending our
current credit facilities. Discussions are continuing with current
lenders to restructure our indebtedness on a longer term basis to
provide an improved financial structure and operating
flexibility".

SMTC Corporation is a global provider of advanced electronic
manufacturing services to the technology industry. The Company's
electronics manufacturing, technology and design centers are
located in Appleton, Wisconsin, Boston, Massachusetts, San Jose,
California, Toronto, Canada, and Chihuahua, Mexico. SMTC offers
technology companies and electronics OEMs a full range of value-
added services including product design, procurement, prototyping,
printed circuit assembly, advanced cable and harness interconnect,
high precision enclosures, system integration and test,
comprehensive supply chain management, packaging, global
distribution and after-sales support. SMTC supports the needs of a
growing, diversified OEM customer base primarily within the
networking, communications and computing markets. SMTC is a public
company incorporated in Delaware with its shares traded on the
Nasdaq National Market System under the symbol SMTX and on The
Toronto Stock Exchange under the symbol SMX. Visit SMTC's Web site
at http://www.smtc.comfor more information about the Company.  


SPIEGEL GROUP: Committee Brings-In Zuckerman Spaeder as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of the Spiegel
Debtors is currently reviewing the claims and allegations set
forth in the Examiner's Report, as well as other information
available to the Committee, to determine what claims or causes of
action are available to the Debtors' estates.  There are certain
professional firms named, and whose conduct is discussed, in the
Examiner's Report whom the Committee's counsel, Chadbourne &
Parke, LLP, cannot sue.  To ensure that the Debtors' estates'
rights are protected, the Committee requires a special conflicts
counsel to assist and advise it in the review, investigation, and,
if appropriate, pursuit of, claims against those firms.

In this regard, the Committee selected Zuckerman Spaeder LLP as
its special conflicts attorneys because of the firm's litigation
and bankruptcy experience, including the firm's experience in
conducting investigations into matters similar to those for which
the Committee requires advice.  In the event the investigations
to be conducted by Zuckerman result in the Committee requiring
Zuckerman to file adversary proceedings or other litigation, the
Committee believes that Zuckerman has the ability and requisite
experience to represent it.

By this application, the Committee asks the Court for permission
to retain Zuckerman Spaeder LLP, nunc pro tunc to October 2,
2003.

Among other things, Zuckerman will:

   (a) review, investigate and, prosecute claims or causes of
       action against third parties, including KPMG LLP, White &
       Case LLP, and Kirkland & Ellis LLP with which Chadbourne
       has a conflict of interest or is otherwise unable to
       represent the Committee;

   (b) appear before the Court and any other court to protect
       the interests of the estate;

   (c) perform all other necessary legal services asked by the
       Committee; and

   (d) represent the Committee in matters where the Committee so
       directs.

Zuckerman partner, Norman L. Eisen, attests that the firm's
members:

   -- do not have any connection with the Debtors, their estates,
      or any other party-in-interest, or their attorneys and
      accountants, the United States Trustee or any employee;

   -- are "disinterested persons," as that term is defined in
      Section 101(14) of the Bankruptcy Code; and

   -- do not hold or represent any interest adverse to the
      Debtors' estates or their creditors.

For its services, Zuckerman will be paid on an hourly basis in
accordance with its customary rates.  The Zuckerman attorneys
presently designated to represent the Committee and their hourly
rates are:

           Norman L. Eisen                   $375
           Graeme W. Bush                     475
           Mark W. Foster                     550

Zuckerman may also use one or more additional lawyers.  The
additional staff will be paid based on these hourly rates:

           Partners                      $325 to 550
           Associate                      180 to 290

The firm will also be reimbursed for actual, necessary expenses
incurred. (Spiegel Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


SYNDICATED FOOD: March 31 Balance Sheet Upside-Down by $1.7 Mil.
----------------------------------------------------------------
Syndicated Food Service International, Inc. (Pink Sheets: SYFS.PK)
announced financial results for the first quarter ended March 31,
2003 versus the quarter ended March 31, 2002.

Sales for the quarter ended March 31, 2003 were $4,088,709, down
from $5,031,676 in the year-earlier period. Losses from continuing
operations for the quarter ended March 31, 2003 decreased to
$165,398, compared with $710,897 in year-earlier period. For the
quarter ended March 31, 2003, income from discontinued operations
was $107,383 versus a loss from discontinued operations of $32,700
for the quarter ended March 31, 2002. Total Net Loss for the
quarter ended March 31, 2003 decreased to $58,015, compared with
$743,597 for the quarter ended March 31, 2002. Net loss per share
for the quarter ended March 31, 2003 decreased to $0.01 calculated
on 11,058,262 weighted average of common shares as of March 31,
2003, compared with a net loss per share of $0.06 for the quarter
ended Mach 31, 2002, calculated on 11,058,262 weighted average of
common shares as of March 31, 2002.

At March 31, 2003, Syndicated Food's balance sheet shows a working
capital deficit of about $6 million, and a total shareholders'
equity deficit of about $1.7 million.

Thomas P. Tanis, Jr., president and chief executive officer,
commented, "While we still have a way to go, the positive trends
in reduction of losses from operations are indicative of the
direction new management has set for the Company." Tanis further
stated, "Albeit tenuous, with the successful first quarter
liquidation of eleven of the Company's subsidiaries associated
with the discontinued restaurant operations, we continue to make
progress in completing the contemplated turn-around the Company
started in March, 2002. While the Company continues to incur the
non-recurring legal and accounting expense associated with the
restructuring, we plan to have that behind us by year end. Current
management believes in this market and our activities and
employees at the Company's Beasley Operation. As the clean-up of
past corporate activities is nearing completion, we plan to
continue the push to augment our Beasley Operation through
additional acquisition of other similar companies."

Through its Beasley Food Service subsidiary, Syndicated markets
and distributes more than 3,700 national and private label food
and food-related products to approximately 1,200 restaurants,
hotels, cafeterias, schools, healthcare facilities and other
institutions in its principal markets of Indiana and Kentucky.


TREND HOLDINGS: Auctioning-Off Albuquerque Plant on November 25
---------------------------------------------------------------
Gruppo Antico, Inc. (f/k/a Trend Holdings, Inc.) and its debtor-
affiliates are seeking to sell its Albuquerque Plant to the
highest and best bidder, free and clear of liens and encumbrances.
The plant is located at 8501 Washington, NE, Albuquerque, New
Mexico.

According to the Sales Procedure approved by the U.S. Bankruptcy
Court for the District of Delaware, an auction for the assets will
take place on November 25, 2003, at 10:00 a.m. prevailing Eastern
Time at the offices of the Debtors' Counsel, Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, PC, located at 919 North Market
Street, 16th Floor, PO Box 8705, Wilmington, DE 19899-8705.

The Court will hold a hearing for the Asset Sale on Nov. 26, 2003,
at 3:30 p.m.

Trend Holdings, Inc., processes plastics, stamps metal and
performs electromechanical assembly of electronic enclosures in
facilities around the world. The company and its affiliates filed
for Chapter 11 protection on November 7, 2002, (Bankr. Del. Case
No. 02-13283). Laura Davis Jones, Esq., Christopher James Lhulier,
Esq., Brad R. Godshall, Esq., Jeffrey Dulberg, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C. represent the Debtors
in their liquidating efforts.


TRINITY INDUSTRIES: Completes Long-Term Financing Transaction
-------------------------------------------------------------
Trinity Industries Leasing Company, the wholly owned leasing and
management services subsidiary of Trinity Industries, Inc., (NYSE:
TRN) announced completion of the long-term financing of a
portfolio of leased railcars in an asset-backed leveraged lease
transaction.  Proceeds to Trinity were used primarily to retire
existing debt of $217.5 million.

"We are pleased with the completion of this long-term financing
and with our demonstrated ability to access the long-term capital
market," said John Adams, Trinity's Executive Vice President.

Trinity Industries, Inc. (S&P/BB/Stable/), with headquarters in
Dallas, Texas, is one of the nation's leading diversified
industrial companies.  Trinity reports five principal business
segments: the Trinity Rail Group, Trinity Railcar Leasing and
Management Services Group, the Inland Barge Group, the
Construction Products Group and the Industrial Products Group.
Trinity's Web site may be accessed at http://www.trin.net


TRW AUTOMOTIVE: S&P Revises Outlook over Planned Equity Sale
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on TRW
Automotive Inc. to positive from stable following the company's
announcement that it plans to sell $350 million of equity and use
the proceeds to reduce debt. The 'BB' corporate credit rating on
Livonia, Mich.-based TRW was affirmed.

The company, one of the world's 10 largest manufacturers of
original equipment automotive parts, had total debt (including the
present value of operating leases) of about $3.5 billion on
Sept. 26, 2003.

The equity offering will modestly reduce TRW's debt leverage and
improve cash flow protection, although the company's credit
statistics will remain below average. The equity offering will
accelerate the expected debt reduction that is incorporated in the
current ratings.

"TRW could be upgraded in the next few years if the company
continues to report solid operating results and dedicates the
majority of its free cash flow (or proceeds from future equity
sales) to further reduce debt levels," said Standard & Poor's
credit analyst Martin King.

The company's product lines include active safety systems and
components in the areas of braking, steering, and suspension;
passive safety systems and components such as inflatable
restraints (airbags), seat belts, and steering wheels; and other
automotive components, such as engine valves, engineered
fasteners, and body control systems.

North American and European automotive production is expected to
decrease 2%-4% during 2003 because of the uncertain macroeconomic
environment and robust sales of the past few years. Vehicle
production for 2004 is expected to be relatively flat with 2003
levels. Pricing pressure in the industry is intense, requiring
suppliers to continually improve productivity. Although demand is
cyclical, TRW's good geographic, platform, and customer diversity
should help to reduce earnings volatility. Global sales to the Big
Three domestic manufacturers make up 50% of sales, and no customer
makes up more than 20% of sales. About 50% of the company's sales
are generated outside North America.


UNITED AIRLINES: Asks Court to Okay Aircraft Restructuring Pacts
----------------------------------------------------------------
After several months of "vigorous negotiations" United Airlines
Inc. and certain Aircraft Financiers have reached agreements to
amend and restructure certain financing arrangements.  Each
Financing Arrangement may consist of one or more:

   (1) leases;

   (2) secured loans or other secured debt or debt-related
       agreements; or

   (3) trust, indenture, mortgage, participation, indemnity and
       other agreements, documents or instruments.

Some of the Arrangements are U.S. Leveraged Leases.  The Debtors
intend to amend the Term Sheets for restructuring by rejecting
the current Leases and Operative Agreements and entering into new
operating leases and other new agreements, instruments and
documents.

With respect to Secured Financing Arrangements, the Debtors
intend to restructure the loan by amending the Operative
Documents without converting the loan to an operating lease.  For
the other Arrangements, the Debtors and the Aircraft Financiers
will convert and restructure the Financing Arrangements as single
investor operating leases.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, assures the
Court that the Restructuring Transactions will provide
substantial benefits to United and its estates.  The Agreements
will result in:

   -- reductions in United's rent, repayment and other
      obligations such as insurance, loss and termination
      covenants;

   -- reservation of United's right to terminate or reject each
      Term Sheet and Operative Agreement before the consummation
      of a Plan or in the event of liquidation, dismissal or
      conversion of the bankruptcy case; and

   -- limitations on administrative and general unsecured claims
      which may arise from United's rejection, termination of, or
      failure to comply with the Agreements.

Because the Term Sheets contain confidential information, they
will be filed under seal.  The Debtors will provide copies to the
professionals for the Creditors' Committee, the Aircraft Leasing
Subcommittee, the DIP Lenders and any party having a direct
interest in the Aircraft Equipment, subject to entering a
confidentiality agreement.

By this motion, the Debtors seek the Court's authority to reject,
amend or restructure the Financing Arrangements and Operative
Agreements, as applicable, and consummate the postpetition Lease
Financing Transactions.  The Debtors also want Judge Wedoff's
permission to settle and compromise claims arising from the
rejected, restructured or terminated Financing Arrangements and
Operative Agreements.  They also ask the Court to modify the
automatic stay to allow the Aircraft Financiers to exercise
certain remedies under the Operative Agreements.

The Aircraft and Equipment subject to the Arrangements are:

   -- N173UA, N318UA, N380UA, N383UA, N531UA, N542UA, N543UA,
      N544UA, N174UA, N339UA, N340UA, N344UA, N345UA, N351UA,
      N364UA, N365UA, N366UA, N367UA, N368UA, N379UA, N517UA,
      N768UA, N769UA, N773UA, N774UA, N775UA, N779UA, N781UA,
      N782UA, N783UA, N788UA, N792UA, N796UA, and

   -- Pratt & Whitney Model PW4090 Engine, Serial Number 222182.

The Debtors also ask the Court to provide for:

   (1) the liquidation, allowance and payment of claims arising
       out of United's rental, use and possession of N174UA,
       N339UA, N340UA, N344UA, N345UA, N351UA, N364UA, N365UA,
       N366UA, N367UA, N368UA, N379UA, N517UA, N768UA, N769UA,
       N773UA, N774UA, N775UA, N779UA, N781UA, N782UA, N783UA,
       N788UA, N792UA, N796UA, and Pratt & Whitney Model PW4090
       Engine, Serial Number 222182, since the Petition Date; and

   (2) the reservation of the Aircraft Financier's rights to
       assert general unsecured non-priority prepetition claims
       for damages and losses arising out of the Restructuring
       Transactions.

             Verizon Capital & Cimmred Leasing Object

On behalf of Verizon Capital, its affiliates, and Cimmred Leasing
Company, Lisa H. Fenning, Esq., at Dewey Ballantine, in Los
Angeles, repeats a familiar refrain -- United has not provided
the "confidential" Term Sheets at issue to the Owner
Participants, the beneficial owners of three of the affected
Aircraft.  Therefore, the Owner Participants have not been able
to evaluate the proposed "secret deals," since they have been
excluded from negotiations on the Aircraft.  The Owner
Participants have executed confidentiality agreements as the
Debtors requested.

Ms. Fenning tells the Court that the Owner Participants are
beneficial owners of equipment trusts that own three Aircraft,
which are directly affected by United's request.  The Owner
Trusts are the lessors and parties to long-term equipment leases
pursuant to which the Aircraft are leased to United.  As a
result, the Owner Participants have residual economic and other
equity interests in both the Leases and the Affected Aircraft.

The Owner Participants want to preserve any and all claims
arising from the relevant aircraft operative documents.  Ms.
Fenning relates that the request and proposed Order are silent on
the impact of the contemplated restructuring on third party
rights.

In conclusion, the Owner Participants suggest that this language
be included in the Court's Order:

     "Nothing in this Order is intended to modify, impair or
     restrict, in any way, the rights of any Party who has an
     economic interest in the Aircraft Equipment, including the
     Owner Participants, except to the extent that Party
     expressly consents in writing to the Term Sheet and the
     Proposed Transactions." (United Airlines Bankruptcy News,
     Issue No. 31; Bankruptcy Creditors' Service, Inc., 215/945-
     7000)   


U.S. LIQUIDS: Pursuing Additional Asset Sale to Cut Indebtedness
----------------------------------------------------------------
U.S. Liquids Inc. (Amex: USL), a provider of liquid waste
management services, provided an update on business unit sales and
announced preliminary results for the quarter ended September 30,
2003.

Since the quarter ended June 30, 2003, the Company has sold
business units or assets in the following transactions:

As previously announced, on July 31, 2003 the Company sold its
Oilfield Waste Division, its Beverage Division and its Romic
Environmental Technologies business to ERP Environmental Services,
Inc. At the closing, the Company received $68 million in sales
proceeds from ERP Environmental. These proceeds were used to
reduce outstanding indebtedness under the Company's credit
facility, pay transaction expenses, fund employee severance
obligations, and for other matters required by the purchase
agreement. In accordance with the terms of the purchase agreement,
the purchase price was subsequently reduced by $3.5 million based
upon the final determination of the closing date net worth of the
businesses sold. ERP Environmental also paid the Company $2
million for transition services provided by the Company.

From late September through early November 2003, the Company
completed several additional divestitures generating total
proceeds of $7 million. Commercial Division businesses sold
include Waste Stream Environmental, Northern A-1, Gateway Terminal
Services, and National Solvent Exchange. The proceeds from these
transactions were used to reduce the outstanding indebtedness
under the Company's credit facility and pay transaction expenses.

As a result of these sales, the Company has reduced borrowings
under its credit facility by $66.4 million since July 31, 2003
such that the outstanding balance is $13.5 million with additional
letters of credit outstanding of $6.7 million. The Company has
also modified the financial covenants contained in its credit
facility and extended the maturity date to December 1, 2003. The
Company is engaged in discussions with its lenders to further
extend the maturity date of the credit facility in order to
provide for the Company's liquidity needs. No assurances can be
given that the Company will be able to extend the credit facility
beyond December 1, 2003. Currently, the Company is in compliance
with the financial covenants contained in the facility. However,
the Company is restricted from making any additional borrowings
without the approval of its lenders. A default under the Company's
credit facility could result in the maturity of substantially all
of the Company's indebtedness being accelerated.

The Company is pursuing the sale of additional operating units and
assets in order to reduce its indebtedness. There can be no
assurance that the Company will be successful in selling
additional business units or assets or that the proceeds received
from future sales will be sufficient to satisfy the Company's
obligations. In the event the proceeds from future sales are not
sufficient, the Company may be required to seek protection from
its creditors under the federal bankruptcy laws.

As a result of the financial statement restatements, which are
required in order to treat certain sales of business units as
discontinued operations, discussions with lenders to extend the
maturity date of the credit facility, personnel reductions,
negotiations with prospective purchasers of additional business
units, and the requirement that the filing be reviewed by the
Company's independent auditors, the Company will not meet the
filing deadline for the Form 10-Q for the quarter ended
September 30, 2003. The Company expects to file its third quarter
Form 10-Q by December 31, 2003. In connection with filing its
third quarter Form 10-Q, the Company expects to report revenues
from continuing operations in the range of $17 million to $18
million for the quarter ended September 30, 2003. In the
comparable prior year quarter, the Company's revenues from
continuing operations were $19 million to $20 million. Revenues
from continuing operations exclude the revenues of the business
units sold to ERP Environmental and the revenues of Waste Stream
Environmental. Revenues from continuing operations include the
revenues of the Northern A-1, Gateway Terminal Services and
National Solvent Exchange business units that were sold in the
fourth quarter of 2003.


VLASIC FOODS: Court Approves Settlement Pact with News America
--------------------------------------------------------------
The Vlasic Foods Debtors and News America Marketing FSI, Inc.
sought and obtained U.S. Bankruptcy Court Judge Walrath's approval
of their Settlement Agreement.

Under the Settlement Agreement, News America will pay the Debtors
$565,000,000.  The Court further orders that News America's Claim
No. 977 is deemed disallowed and the adversary proceeding is
dismissed. (Vlasic Foods Bankruptcy News, Issue No. 41; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


WEIRTON: GE Capital Complains Disclosure Statement is Inadequate
----------------------------------------------------------------
James A. Byrum, Jr. Esq., at Schrader, Byrd & Companion, in
Wheeling, West Virginia, relates that General Electric Capital
Corporation holds an unsecured claim against the Weirton Steel
Corporation for $3,000,000 pursuant to seven equipment lease
agreements, all made pursuant to a Master Lease Agreement dated
September 1, 1993.  There currently exists payment defaults under
several of the Leases, and three of the Leases have expired.

GE Capital asserts that the Disclosure Statement fails to provide
adequate information concerning the treatment of the class of
General Unsecured Claims.

Section 6.1 of the Plan provides for the rejection of the Leases
unless the Debtor lists the Leases on an Assumption Schedule.  
Mr. Byrum cites certain inadequacies to Section 6.1 of the Plan:

A. The Assumption Schedule is to be filed by the Debtor at least
   15 days prior to the Confirmation Hearing.

   However, GE Capital's objection to the Disclosure Statement is
   due prior to that date.  GE Capital is obviously entitled to
   know whether its Leases will be assumed or rejected prior to
   the time when its response to the Disclosure Statement is due
   and certainly before it has to vote on the Plan.

B. The Plan would permit the assumption of a lease without Court
   approval.  

   Under the Plan, if the Debtor decides prior to confirmation to
   assume a lease, an order is to be entered setting forth the
   terms of the proposed cure and the means for the lessor to
   object to it.  Ultimately, an order will be entered approving
   or denying the assumption.  However, under Section 6.1 of the
   Plan, if the Debtor decides post-confirmation to assume a
   lease, the assumption can be accomplished by means of the
   Debtor drafting, and serving notice of, an amendment to the
   Assumption Schedule.  

   There is no means for providing the lessor with notice of the
   proposed cure; no means for the lessor to object to the
   assumption; and no mechanism for obtaining Court approval of
   the assumption.  Mr. Byrum contends that this is a clear
   violation of the Bankruptcy Code and the Federal Rules of
   Bankruptcy Procedure.

C. Section 6.1(d) of the Plan provides that the Debtor will be
   able to assume a lease by only curing payment defaults, but
   not non-payment defaults like the breach of a covenant to
   maintain the equipment in good working condition.  

   Mr. Byrum argues that this provision violates Section 365(d)
   of the Bankruptcy Code, which requires a debtor-in-possession
   to cure either type of default in order to assume an unexpired
   lease.

A close review of the Disclosure Statement and the Plan indicates
that claimants whose claims are based on the rejection of leases
fall into Class 6 General Unsecured Claims.  Unfortunately, the
Plan provides for class members to receive a pro rata share of an
unspecified number of shares of New Weirton Common Stock
constituting an unspecified percentage of the total shares of New
Weirton Common Stock to be issued under the Plan.  Without
knowing how much stock Class 6 Creditors are to receive, Mr.
Byrum notes, it is impossible to make an estimate of the value to
be provided under the Plan in satisfaction of a rejection claim.

Furthermore, Exhibit F to the Disclosure Statement contains a
long list of important documents which will be provided to
claimants at a later date, including updated financial
projections, a valuation of the reorganized Debtor, a liquidation
analysis, a projected balance sheet at confirmation, financing
documents and other corporate information.  The absence of these
documents makes a meaningful evaluation of the Plan virtually
impossible.

Mr. Byrum also notes that in the Debtor's case, it is difficult,
if not impossible, for a creditor to make an intelligent decision
regarding acceptance of a reorganization plan involving the
continued operation of the Debtor without a liquidation analysis.

Finally, in the event that the Debtor intends to reject GE
Capital's Leases, neither the Disclosure Statement nor the Plan
addresses GE Capital's rights to retrieve its leased equipment
from the Debtor's premises if the Leases are rejected.  Some of
the equipment being leased is very large, and arrangements will
have to be made with third parties to pick up the equipment.  GE
Capital is entitled to know whether the Debtor will assemble all
of the equipment, whether the equipment will be returned in the
condition required under the Leases and within what time frame it
will be able to pick up the equipment. (Weirton Bankruptcy News,
Issue No. 13; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


WHEELING-PITTSBURGH CORP: Files First Post-Confirmation Report
--------------------------------------------------------------
Paul J. Mooney, Executive Vice President and CFO for Wheeling-
Pittsburgh Corporation, presents WPC's Post-Confirmation Report
for the quarter ended September 30, 2003.  The report was prepared
by Andrew E. Rebholz, Vice President and Treasurer for WPSC.

                   Wheeling-Pittsburgh Corporation
                   Total Disbursements for Quarter
                      Ended September 30, 2003

Summary of Amounts Distributed Under the Plan:

                          Current    Paid To    Balance
                          Quarter    Date       Due
                          -------    -------    -------
Equity Security Holders        $0         $0    $150,000,000

Mr. Rebholz avers that the all plan payments are current,
including all quarterly fees due to the United States Trustee.
(Wheeling-Pittsburgh Bankruptcy News, Issue No. 49; Bankruptcy
Creditors' Service, Inc., 215/945-7000)  


WILBRAHAM CBO: S&P Further Junks Ratings on Class B-1/B-2 Notes
---------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its ratings on the
class B-1 and B-2 notes issued by Wilbraham CBO Ltd. to 'CC' and
removed them from CreditWatch negative, where they were placed
Oct. 21, 2003. Additionally, the 'A+' and 'BBB-' ratings on the
class A-1 and A-2 notes, respectively, are affirmed and removed
from CreditWatch, where they were also placed Oct. 21, 2003.
Wilbraham CBO Ltd. is an arbitrage CBO transaction originated in
2000 collateralized primarily by high-yield corporate bonds.

The lowered ratings assigned to the class B notes reflect factors
that have decreased the level of credit enhancement available to
support the notes since the transaction was originated, primarily
the decrease in the level of overcollateralization available to
support the subordinate notes and the deterioration in the credit
quality of the assets in the collateral pool since the transaction
was originated.
    
               RATINGS LOWERED AND OFF CREDITWATCH
                       Wilbraham CBO Ltd.

                  Rating
     Class     To          From            Balance ($ mil.)
     B-1       CC          CCC-/Watch Neg              8.32
     B-2       CC          CCC-/Watch Neg             23.02
   
               RATINGS AFFIRMED AND OFF CREDITWATCH
                       Wilbraham CBO Ltd.

                  Rating
     Class     To          From            Balance ($ mil.)
     A-1       A+          A+/Watch Neg              193.78
     A-2       BBB-        BBB-/Watch Neg             19.00
   
                      OTHER OUTSTANDING RATING
                         Wilbraham CBO Ltd.

                          Class   Rating
                          C       CC
   
TRANSACTION INFORMATION
Issuer:              Wilbraham CBO Ltd.
Co-issuer:           Wilbraham CBO Corp.
Current manager:     David L. Babson Co. Inc.
Underwriter:         Citigroup Global Markets Inc.
                     (previously Salomon Smith Barney)
Trustee:             JPMorganChase
Transaction type:    Cash flow arbitrage high-yield CBO
   
TRANCHE                INITIAL  LAST         CURRENT
INFORMATION            REPORT   ACTION       ACTION
Date (MM/YYYY)         08/2000  06/2003      11/2003
Class A-1 note rtg.    AAA      A+           A+
Class A-2 note rtg.    AA       BBB-         BBB-
Class A OC ratio       133.2%   118.1%       121.2%
Class A OC ratio min.  120.0%   120.0%       120.0%
Class A-1 note bal.    $252.0mm $221.3mm     $193.8mm
Class A-2 note bal.    $19.0mm  $19.0mm      $19.0mm
Class B-1 note rtg.    BBB      CCC-         CC
Class B-2 note rtg.    BBB      CCC-         CC
Class B OC ratio       120.4%   104.5%       105.7
Class B OC ratio min.  113.0%   113.0%       113.0%
Class B-1 note bal.    $8.0mm   $8.3mm       $8.3mm
Class B-2 note bal.    $21.0mm  $23.0mm      $23.0mm
Class C note rtg.      BB       CC           CC
Class C OC ratio       113.0%   96.58%       96.3%
Class C OC ratio min.  106.5%   106.5%       106.5%
Class C note bal.      $19.5mm  $19.5mm      $23.7mm
    
PORTFOLIO BENCHMARKS                     CURRENT
S&P Wtd. Avg. Rtg.(excl. defaulted)      B+
S&P Default Measure(excl. defaulted)     3.35%
S&P Variability Measure(excl. defaulted) 2.23%
S&P Correlation Measure(excl. defaulted) 1.13
Wtd. Avg. Coupon (excl. defaulted)       9.12%
Wtd. Avg. Spread (excl. defaulted)       4.20%
Oblig. Rtd. 'BBB-' and Above             8.17%
Oblig. Rtd. 'BB-' and Above              31.54%
Oblig. Rtd. 'B-' and Above               39.01%
Oblig. Rtd. in 'CCC' Range               10.50%
Oblig. Rtd. 'CC', 'SD' or 'D'            10.77%
Obligors on Watch Neg (excl. defaulted)  4.75%
    
RATED OC RATIOS (ROCs)   CURRENT
Class A-1 notes          100.32%  A+
Class A-2 notes          103.06%  BBB-
    

WORLDCOM INC: Reports $35 Million Net Loss for September 2003
-------------------------------------------------------------
MCI (WCOEQ, MCWEQ) filed its September 2003 monthly operating
report with the U.S. Bankruptcy Court for the Southern District of
New York.

During the month of September, MCI recorded $1.951 billion in
revenue versus $2.010 billion in August 2003. While revenue
generally remained stable, continued softness in the consumer
markets and pressure on long-distance rates in business markets
impacted results.

Operating income for September was $88 million, a decline of $50
million from August primarily reflecting lower revenues. Sales,
general and administrative (SG&A) expenses were flat month-over-
month, including $47 million in August and $55 million in
September for restatement and audit expenses.

The Company had a net loss in September of $35 million, reflecting
a lower level of operating income and $106 million of non-
operating expenses, including $71 million of reorganization items,
negative foreign currency impact of $17 million, and an $18
million year-to-date expense related to the Company's investment
in Digex.

Net income declined by $167 million from August to September,
primarily resulting from the $50 million decline in operating
income and a lower contribution from miscellaneous income
principally related to a $138 million gain on asset sales in
August. This was partially offset by a $72 million decrease in
September reorganization items.

During the month of September, MCI recorded capital expenditures
of $63 million. September's cash balance remained constant at $5.3
billion, reflecting the $129 million settlement of several pre-
petition claims in September and the proceeds of $138 million from
asset sales in August. Adjusting for the settlement and asset
sales, September cash generation was in line with prior months.

"In September, we moved closer to completing our financial
restatement and audit projects for the years 2000 through 2002,"
said Bob Blakely, MCI chief financial officer. "While revenues
remained relatively consistent, margin pressure remains in both
the consumer long distance business and business markets."

The financial results discussed in the September 2003 Monthly
Operating Report exclude the results of Embratel. On November 12,
2003, the Company announced its intentions to sell its investment
stake in Embratel. Until MCI completes a thorough balance sheet
evaluation, the Company will not issue a balance sheet or cash
flow statement as part of its Monthly Operating Report.

The Monthly Operating Reports are available on MCI's Restructuring
Information Desk at: http://global.mci.com/news/infodesk/

Based on the Company's confirmed Plan of Reorganization, holders
of WorldCom preferred stock, WorldCom group common stock and MCI
group common stock will not receive any value upon MCI's emergence
from bankruptcy proceedings.

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


XO COMMS: Raises $161 Mill. in Initial Stage of Rights Offering
---------------------------------------------------------------
XO Communications, Inc. has received approximately $161 million in
paid subscriptions for approximately 32.2 million shares of its
new common stock in the initial stage of a rights offering at
$5.00 per share. The first stage of the offering ended on
November 14, 2003.

XO will offer the balance of approximately 7.8 million shares
remaining from the 40 million shares offered pursuant to the
rights offering at the same price through transferable rights in
the second stage of the offering. The second stage is expected to
commence in early December. The shares subscribed for in both
stages of the offering will be issued after the expiration of the
transferable rights in early January 2004.

The transferable rights will be issued to pre-petition secured XO
creditors as of November 15, 2002. The rights offering is being
made pursuant to the Company's Chapter 11 plan of reorganization,
which was confirmed by the Bankruptcy Court on that date and the
proceeds received by XO from the rights offering will be used to
retire existing secured debt.

XO is a leading broadband telecommunications services provider
offering a complete portfolio of telecommunications services,
including: local and long distance voice, Internet access, Virtual
Private Networking (VPN), Ethernet, Wavelength, Web Hosting and
Integrated voice and data services.

XO has assembled an unrivaled set of facilities-based broadband
networks and Tier One Internet peering relationships in the United
States. XO currently offers facilities-based broadband
telecommunications services in more than 60 markets throughout the
United States.


* Richard Hayes Joins Marshack Shulman Hodges as Of Counsel
-----------------------------------------------------------
The law firm of Marshack Shulman Hodges & Bastian LLP announced
that Richard Hayes has joined the firm as of counsel, and will
focus on estate planning, probate, trusts and other tax matters.
Prior to joining MSHB, Mr. Hayes maintained a private practice in
Southern California.

Leonard M. Shulman, the firm's managing partner, said that Hayes'
breadth of knowledge and counseling skills would have an immediate
impact on the firm's lawyers, staff and clients. "Richard is a
superb lawyer who has mastered the complexity of estate planning,
tax issues and probate matters. His qualities will blend well with
our firm's commitment to providing exceptional legal services and
further broaden the type of services we offer to our clients."

A southern California native, Hayes received his law degree in
1977 from Loyola Law School, and a bachelor's degree from UCLA in
1973. He is a member of the Real Estate and Trust sections of the
California and Hawaii Bar Associations.

The firm was founded in the early 1990s by Richard Marshack, now
of counsel to the organization. By the mid to late 1990s, the firm
had evolved into a full-service bankruptcy law firm whose growth
rate outpaced that of the local economy. Leonard M. Shulman joined
the firm in the mid '90s to expand the firm's bankruptcy trustee
and litigation practice. Ronald S. Hodges joined the firm in 1995
and immediately contributed a depth and breadth to the firm's
emerging bankruptcy litigation department, which continues to
expand today.

As the firm matured through the 1990s, new clients and partners
were added, including James C. Bastian, who was named partner in
1999. Mr. Bastian specializes in a variety of insolvency and
bankruptcy related matters, and successfully led trade vendors
through the unprecedented County of Orange bankruptcy proceedings,
in fact, recovering 100 cents on the dollar for this constituency.

Throughout the firm's expansion, Marshack Shulman Hodges & Bastian
has earned its reputation as one of the finest law firms of its
kind, not only in Southern California, but throughout the region.
The business community has recognized that the firm's team is
bright, vibrant, quick-thinking and able to devise solutions to
severe and complex problems. Practice areas currently handled by
the firm include: committee representations, trustee
representation, bankruptcy litigation, including prosecution of
D&O claims, business reorganizations, employment and labor law,
complex personal injury, bad faith (representing the plaintiff),
all in the context of a bankruptcy proceeding.

For more information regarding Marshack Shulman Hodges & Bastian
LLP, visit http://www.mshblaw.com


* Meetings, Conferences and Seminars
------------------------------------
November 19, 2003
     NEW YORK INSTITUTE OF CREDIT
          Joint Event with Nassau Bar Association
               Melville New York Hilton
                    Contact: info@nyic.org; 212-629-8686

December 1-2, 2003
     RENAISSANCE AMERICAN MANAGEMENT, INC.
          Distressed Investing
               The Plaza Hotel, New York City, NY
                    Contact: 800-726-2524 or
                             http://renaissanceamerican.com

December 3-7, 2003
     AMERICAN BANKRUPTCY INSTITUTE
          Winter Leadership Conference
               La Quinta, La Quinta, California
                    Contact: 1-703-739-0800 or
                             http://www.abiworld.org

February 5-7, 2004
     AMERICAN BANKRUPTCY INSTITUTE
          Rocky Mountain Bankruptcy Conference
               Westin Tabor Center, Denver, CO
                    Contact: 1-703-739-0800 or                
                              http://www.abiworld.org

March 5, 2004
     AMERICAN BANKRUPTCY INSTITUTE
          Bankruptcy Battleground West
               The Century Plaza, Los Angeles, CA
                    Contact: 1-703-739-0800 or
                              http://www.abiworld.org

April 15-18, 2004
     AMERICAN BANKRUPTCY INSTITUTE
          Annual Spring Meeting
               J.W. Marriott, Washington, D.C.
                    Contact: 1-703-739-0800 or      
                              http://www.abiworld.org

April 29-May 1, 2004
     ALI-ABA
          Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
               Drafting, Securities, and Bankruptcy
                    Fairmont Hotel, New Orleans
                         Contact: 1-800-CLE-NEWS or           
                                   http://www.ali-aba.org

May 3, 2004
     AMERICAN BANKRUPTCY INSTITUTE
          New York City Bankruptcy Conference
               Millennium Broadway Conference Center, New York, NY
                    Contact: 1-703-739-0800 or
                              http://www.abiworld.org

June 2-5, 2004
     AMERICAN BANKRUPTCY INSTITUTE
          Central States Bankruptcy Workshop
               Grand Traverse Resort, Traverse City, MI
                    Contact: 1-703-739-0800 or
                              http://www.abiworld.org

June 24-26,2004
     AMERICAN BANKRUPTCY INSTITUTE
          Hawaii Bankruptcy Workshop
               Hyatt Regency Kauai, Kauai, Hawaii
                    Contact: 1-703-739-0800 or
                              http://www.abiworld.org

July 15-18, 2004
     AMERICAN BANKRUPTCY INSTITUTE
          The Mount Washington Hotel
               Bretton Woods, NH
                    Contact: 1-703-739-0800 or
                              http://www.abiworld.org

July 28-31, 2004
     AMERICAN BANKRUPTCY INSTITUTE
          Southeast Bankruptcy Workshop
             The Ritz-Carlton Reynolds Plantation, Lake Oconee, GA
                    Contact: 1-703-739-0800 or
                              http://www.abiworld.org

September 18-21, 2004
     AMERICAN BANKRUPTCY INSTITUTE
          Southwest Bankruptcy Conference
               The Bellagio, Las Vegas, NV
                    Contact: 1-703-739-0800 or
                              http://www.abiworld.org

October 10-13, 2004
     NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
          Seventy Seventh Annual Meeting
               Nashville, TN
                    Contact: http://www.ncbj.org/

December 2-4, 2004
     AMERICAN BANKRUPTCY INSTITUTE
          Winter Leadership Conference
               Marriott's Camelback Inn, Scottsdale, AZ
                    Contact: 1-703-739-0800 or
                              http://www.abiworld.org

April 28- May 1, 2005
     AMERICAN BANKRUPTCY INSTITUTE
          Annual Spring Meeting
               J.W. Marriot, Washington, DC
                    Contact: 1-703-739-0800 or
                              http://www.abiworld.org

July 14 -17, 2005
     AMERICAN BANKRUPTCY INSTITUTE
          Ocean Edge Resort, Brewster, MA
               Contact: 1-703-739-0800 or http://www.abiworld.org

July 27- 30, 2005
     AMERICAN BANKRUPTCY INSTITUTE
          Southeast Bankruptcy Workshop
               Kiawah Island Resort and Spa, Kiawah Island, SC
                    Contact: 1-703-739-0800 or
                              http://www.abiworld.org

November 2-5, 2005
     NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
          Seventy Eighth Annual Meeting
               San Antonio, TX
                    Contact: http://www.ncbj.org/

December 1-3, 2005
     AMERICAN BANKRUPTCY INSTITUTE
          Winter Leadership Conference
               Hyatt Grand Champions Resort, Indian Wells, CA
                    Contact: 1-703-739-0800 or
                              http://www.abiworld.org

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                          *********

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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