TCR_Public/031121.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, November 21, 2003, Vol. 7, No. 231   

                          Headlines

ADVA: Seeking $50K Bridge Financing to Secure Data Factor Pact
AEGIS COMMS: Sept. 30 Net Capital Deficit Widens to $60 Million
ALASKA COMMS: Appoints John M. Egan to Co.'s Board of Directors
AMC ENTERTAINMENT: Confirms Talks with Loews for Biz Combination
AMERCO: Files Amended List of Equity Security Holders with Court

AMERICAN RESTAURANT: S&P Further Junks Credit & Debt Ratings
AMERICAN SKIING: Names James R. Snyder Vice President of F&B
AMR CORP: SVP-Finance & CFO Jeffrey C. Campbell Leaving Company
APARTMENT INVESTMENT: Declares Preferred Share Dividends
ARMSTRONG HOLDINGS: Bankr. Court Confirms Plan of Reorganization

ARVINMERITOR INC: Appoints Deborah Henderson to VP of Quality
ARVINMERITOR: Names Steve Scgalski Pres. of Suspensions Systems
ATCHISON CASTING: Inks Definitive Pact to Sell Core Op. Assets
ATCHISON CASTING: KPS Special Confirms Acquisition of Assets
ATLANTIC COAST: Mesa Pledges to Continue Efforts to Acquire Co.

AVIVA AMERICA INC: Case Summary & 18 Largest Unsecured Creditors
BANC OF AMERICA: Fitch Takes Rating Actions on Ser. 2003-2 Notes
BMC INDUSTRIES: Bank Lenders Extend Waiver for 60 More Days
BOOT TOWN INC: Case Summary & 20 Largest Unsecured Creditors
CAPITAL LEASE: Fitch Cuts Ratings on Classes E & F to B+/CCC

CEDARA SOFTWARE: Receives $900K Final Settlement by Ex-Chairman
CHAMPIONSHIP AUTO: Sets Special Shareholders' Meeting for Dec 19
COMMUNICATION DYNAMICS: Administrative Claims Are Due Today
CONSECO INC: Counterparty Rating Up to B- & Off S&P's Watch
CONSOLIDATED CONTAINER: Appoints Director of Mexico Operations

COVANTA ENERGY: Court Approves Cross-Border Insolvency Protocol
CWMBS INC: Fitch Maintains Junk Rating on Class B Notes
DEEP ELLUM DEVELOPMENT LTD: Voluntary Chapter 11 Case Summary
DELPHI FINANCIAL: A.M. Best Assigns Low-B Initial Debt Ratings
DII IND.: Halliburton Extends Debt Exchange Offer to December 12

DLJ COMMERCIAL: Fitch Affirms Various Series 1999-CG2 Ratings
EL PASO CORP: Prices 8.8M Common Stock Share Public Offering
EL PASO: Amends Exchange Offer for 9.00% Equity Security Units
ELBIT VISIONS: Court Approves Plan of Arrangement for Investment
ELBIT VISION: Securities Delisted from Nasdaq SmallCap Market

ENRON CORP: Claims Classification & Treatment Under Amended Plan
EXIDE: Secures Court Approval to Hire Chicago Partners as Expert
FANSTEEL INC: Delaware Bankr. Court Confirms Reorganization Plan
FINOVA: Lehman Seeks Payment of Unsec. Claim against Finova Loan
FORMICA CORP: SDNY Bankr. Court Approves Disclosure Statement

GENCORP INC: Terry L. Hall Elected Board of Directors Chairman
GEORGIA GULF: S&P Rates $100-Mil. Senior Unsecured Notes at BB-
GEORGIA GULF: Fitch Maintains Stable Outlook on Low-B Ratings
GLOBAL CROSSING: Asks Court to Clear Exodus Settlement Agreement
HALSEY PHARMACEUTICALS: Sept. 30 Net Capital Deficit Tops $39MM

HANOVER COMPRESSOR: S&P Assigns B- Rating to $262 Million Notes
HARRAH'S ENTERTAINMENT: Plans $165M Expansion of Harrah's Rincon
IMAX CORP: Modifies Tender Offer for $152.8MM 7-7/8% Sr. Notes
IMAX CORP: Caps Price of $160 Million of 9-5/8% Senior Notes  
IMPERIAL PLASTECH: Canadian Court Extends CCAA Stay Until Dec 31

INSITE VISION: Sept. 30 Balance Sheet Upside-Down by $4 Million
J.A. JONES: Brings-In KPMG to Serve as Accountant and Advisors
JP MORGAN: S&P Assigns Low-B Prelim. Ratings to 6 Note Classes
KASPER A.S.L.: Court Confirms Amended Plan of Reorganization
KASPER A.S.L.: Administrative Claims Bar Date Set for Nov. 25

LA QUINTA: Extends Sr. Note Exchange Offer Deadline to Nov. 28
LAIDLAW INT'L: Fourth-Quarter Net Loss Whittled-Down to $10 Mil.
MERRILL LYNCH: S&P Cuts Ratings on 4 Series 1999-C1 Note Classes
METRIS: Fitch Puts Junk Senior Unsecured Rating on Watch Neg.
MILLENNIUM CHEMS: Planned $125M Debentures Gets S&P's BB- Rating

MILLER INDUSTRIES: Third-Quarter Net Loss Widens to $6.8 Million
MIRANT CORP: Simpson Thacher & Andrews & Kurth Represent Committee
MIRANT CORP: Americas Energy Capital's Case Summary & Creditors
NEW WORLD POWER: Wolverine Power Files for Chapter 11 Protection
NEW WORLD POWER: Defaults on Two Secured Bank Loans

NEW WORLD POWER: Sells Wolverine Power & Changes Accountants
NORTEL NETWORKS: Files Third-Quarter 2003 Results on Form 10-Q
NRG ENERGY: Court Okays Rosen as Committee's Special Counsel
ON COMMAND CORP: Sept. 30 Net Capital Deficit Burgeons to $46MM
OWENS: Wants to Keep Solicitation Exclusivity Until July 1, 2004

PACIFIC GAS: Comments on 9th Cir. Express Preemption Decision
PENN NATIONAL GAMING: Pursuing Talks to Acquire Wembley Assets
PERRY ELLIS: Reports Improved Third-Quarter Financial Results
PHILLIPS-VAN HEUSEN: Third-Quarter Results Reflect Slight Growth
PRE-PRESS GRAPHICS: VP Wins Payment of Post-Petition Compensation

PRUDENTIAL SECURITIES: Fitch Drops Class H Note Rating to D
RED MOUNTAIN: Fitch Keeps Watch on Low-B Class F, G Note Ratings
SCOR GROUP: Fitch Ratchets Units' IFS Ratings Down to BB+
SCOR GROUP: Refutes Fitch's Decision to Downgrade FSR to BB+
SHAW GROUP: Closes Tender Offer for Outstanding LYONS Due 2021

SHOLODGE INC: Red Ink Continued to Flow in Third-Quarter 2003
SI TECHNOLOGIES: Bank Lenders Waive Loan Covenant Violations
SIMMONS CO.: THL Bedding Commences Tender Offer for 10.25% Notes
SIRIUS SATELLITE: Prices 73 Million Common Stock Share Offering
SPIEGEL INC: Court Approves Assessment Tech. As Tax Consultants

SUN HEALTHCARE: Sept. 30 Net Capital Deficit Narrows to $153MM
TOYS 'R' US: Fitch Affirms & Revises BB+ Rating Outlook to Neg.
UNITED AIRLINES: Gets Go-Signal to Sell Orbitz Stock for $217MM
UNITED HERITAGE: Recurring Losses Raise Going Concern Doubt
WEIRTON STEEL: Files First Amended Plan & Disclosure Statement

WESTAR ENERGY: Wolf Creek Generating's Refueling Outage Extended
WORLDCOM INC: MCI Completes Acquisition of Digex Incorporated
WORLDCOM: Wins Communications Pact With Commonwealth of Virginia
WORLDGATE COMMS: Regains Compliance with NASDAQ Listing Criteria

* Pilot Union Denounces Administration Effort to Gut Pension Bill
* Baker & Hostetler Names Kestner and Wightman as Exec. Partners

* BOOK REVIEW: The First Junk Bond: A Story of Corporate Boom
               and Bust

                          *********

ADVA: Seeking $50K Bridge Financing to Secure Data Factor Pact
--------------------------------------------------------------
ADVA International Inc. (OTC Bulletin Board: ADII) announced, on
the filing of the Form 8-K with the Securities and Exchange
Commission, certain events and factors effecting ongoing
operations.

Global Information Group USA, Inc., is a development-stage company
and the wholly owned subsidiary of ADVA International Inc.

Pursuant to the activities and plans previously described in and
included herein by reference to the Form 8-K filed by the Company
with the Securities and Exchange Commission on July 9, 2003, the
ADVA Board of Directors is attempting to secure a Technology
License Agreement with Data Factor, LP that is dependent on ADVA's
ability to raise funds in the short term.

A worldwide exclusive license for the development and marketing of
certain file encryption products is the planned result. If ADVA
fails to secure the required funding in a timely manner, or either
party decides, prior to execution and for any reason, against
finalizing the agreement contemplated in the LOI, neither party
shall be held liable in any way.

In order to continue ADVA's operations, implement the terms of the
LOI and secure a mutually feasible agreement with Data Factor, the
Company is actively seeking a minimum bridging investment,
anticipated in the form of loans, from its current investors and
shareholders base. The total amount being sought for these
immediate purposes is fifty thousand dollars (U.S. $50,000). If
realized, this funding will enable the Company to: continue near-
term operations; finalize an agreement with Data Factor; create
and distribute a new business plan, financial forecast and term
sheet for potential new investors; and maintain shareholder
contact during this period.

The Board believes that the execution of the Data Factor, LP
Agreement, with its subsequent acquisition of new technology
rights and products in the growing data security/encryption
market, will greatly enhance the Company's ability to both attract
new investment and return to normal operations.

Because of both the lack of time and resources, it will be
unlikely that the Company will be able to make direct contact with
all of ADVA's shareholders regarding this fundraising effort. If
any shareholder has questions or requires more information about
this, or any other matter, he or she should contact the Company's
Board of Directors directly at the numbers and/or email addresses
in the Exhibit as attached to the 8-K dated November 19, 2003.

ADVA International Inc. is currently in default on prior financial
arrangements, including several contracts with its consulting
staff and payments to other vendors. The Board is negotiating for
more time in such cases until a time when these obligations can be
resolved. The Board of Directors solely guides the Company until
sufficient funds can be realized to attract and pay new
management. Through this transition period, and until further
funding for operations are forthcoming, ADVA's estimated
expenditures in personnel, consultant fees and overhead have been
reduced significantly. There is no guarantee that any funding will
be realized and without new funds, ADVA will be forced to
liquidate and cease operations.

The Company anticipates that it will file and bring current its
financial reports as a part of the filing of the company's Form
10-KSB, when sufficient funds are available to do so.


AEGIS COMMS: Sept. 30 Net Capital Deficit Widens to $60 Million
---------------------------------------------------------------
Aegis Communications Group, Inc. (OTC Bulletin Board: AGIS), a
marketing services company that enables clients to make customer
contact efforts more profitable, reported its results for the
third quarter of 2003.

                           REVENUES

Total revenues from continuing operations generated during the
quarter ended September 30, 2003 were $32.7 million as compared to
$29.0 million in the third quarter of 2002, an increase of $3.7
million or 12.5%.  For the nine months ended September 30, 2003
revenues were $109.7 million, 7.0% higher than the $102.6 million
of revenue generated during the prior year comparable period.  The
increase in revenues versus the three and nine months ended
September 30, 2002 was driven primarily by expansion of work from
existing clients.  The 2003 revenue figures include a negative
adjustment of $1.5 million that was recorded in the quarter ended
September 30, 2003.  This adjustment is related to a pay for
performance project started in January 2003 for a significant
membership services client.  As the Company is compensated
based on the overall success of the program, a higher than
estimated cancellation rate on the program and a conservative
recognition approach required that the adjustment be taken in the
quarter.

                        OPERATING LOSS

Operating loss for the third quarter of 2003 was $3.2 million as
compared to an operating loss of $4.9 million in the third quarter
of 2002.  For the nine months ended September 30, 2003 the Company
generated an operating loss of $6.8 million as compared to an
operating loss of $12.1 million for the nine months ended
September 30, 2002.  The decline in operating loss over the
quarterly comparative period of a year ago is primarily
attributable to the increase in revenue from our existing clients
and a decrease in selling, general and administrative expenses
generated by additional cost reduction efforts introduced during
the second quarter of 2003.

"We are pleased with our comparative revenue growth quarter over
quarter and year over year.  The fact that this growth has been
primarily generated through the strengthening of existing client
relationships is a testimony to the high level of execution and
quality of service we provide our clients. This trend is
especially gratifying given the natural uncertainty that followed
the announcement four months ago of a proposed merger.  In spite
of this uncertainty, our associates focused on improving
performance and continuing the positive growth and margin trends.  
Had it not been for the disappointing adjustment on one of our pay
for performance campaigns and the costs and distractions of
completing a transaction, we would have posted even more favorable
results in the quarter," stated Herman Schwarz, the Company's
President and Chief Executive Officer.  "As has been recently
announced, we have completed a transaction in which both Deutsche
Bank and Essar Global Limited have invested in our company,"
continued Schwarz.  "Gaining access to the resources of these two
significant organizations will allow us to pursue new business
opportunities and technology investments that were not previously
available to us.  We are moving forward with plans to open
proprietary offshore capacity in the next sixty days.  With this
transaction, our organization is reenergized and focused on
differentiating Aegis through utilization of our data analytics
capability and delivery of high valued client service."

                             NET LOSS

The Company incurred a net loss available to common stockholders
of $7.4 million, or $0.14 per common share, for the quarter ended
September 30, 2003.  During the prior year comparable quarter, the
Company incurred a net loss available to common stockholders of
approximately $7.7 million, or $0.15 per common share.  For the
nine months ended September 30, 2003 the Company generated a net
loss available to common stockholders of $17.2 million, or $0.33
per common share, as compared to $65.4 million or $1.25 per common
share for the nine months ended September 30, 2002.  Excluding
one-time items discussed below, net loss available to common
stockholders for the nine months ended September 30, 2002 was
$19.6 million or $0.37 per common share.

Several one-time items affected earnings for the nine months ended
September 30, 2002.  During the quarter ended September 30, 2002,
and in connection with the adoption of Financial Accounting
Standards Board Statement No. 142 concerning new accounting rules
related to business combinations, the Company completed the
transitional goodwill impairment test. As a result of the
performance of the impairment test, the Company concluded that
goodwill was impaired and recorded a non-cash goodwill impairment
loss of $43.4 million, as a cumulative effect of an accounting
change retroactive to January 1, 2002.  During the quarter ended
June 30, 2002, the Company recognized a gain of $8.3 million on
the sale of assets of Elrick & Lavidge, the Company's marketing
and research division.  During the second quarter of 2002, the
Company also recorded $0.9 million in restructuring charges
related to the closing of one of its U.S. call centers, and
recorded a provision for income taxes of $9.8 million as the
Company increased the valuation allowance for its deferred tax
asset.  The net impact of these one-time items on net loss
available to common stockholders for the nine months ended
September 30, 2002, was $45.8 million, or $0.88 per common share.

Revenue Mix.  Together, inbound customer relationship management
and non-voice and other revenues represented 70.4% of the
Company's revenues in the third quarter of 2003 versus 82.7% in
the third quarter of 2002. Outbound CRM revenues accounted for
29.6% of total revenues for the three months ended September 30,
2003 as compared to 17.3% in the comparable prior year period.  
The increase in outbound CRM revenue for the three months and
nine months ended September 30, 2003 versus the same period ended
2002 is due to expansion of work from an existing client.

Cost of Services.  For the quarter ended September 30, 2003, cost
of services increased by approximately $2.8 million, or 13.9%, to
$23.2 million versus the quarter ended, September 30, 2002.  Cost
of services as a percentage of revenues for the quarter ended
September 30, 2003 increased to 71.0%, from 70.2% during the
comparable prior year period.  For the nine months ended September
30, 2003 cost of services increased $7.6 million to $77.5 million
compared to the first nine months of 2002.  As a percentage of
sales, cost of services rose over the same period, from 68.2% to
70.7%.  Cost of services rose over the three and nine months ended
September 30, 2003, due to data and sales lead costs for an
enhanced pay for performance project that began in January 2003.

Selling, General and Administrative.  Selling, general and
administrative expenses, which include certain payroll costs,
employee benefits, rent expense and maintenance charges, among
other expenses, were reduced 2.5% to $10.0 million in the quarter
ended September 30, 2003 versus $10.2 million the prior year third
quarter.  For the quarter ended September 30, 2003, selling,
general and administrative expenses as a percentage of revenue
were 30.5% as compared to 35.2% for the prior year period.  For
the nine months ended September 30, 2003, selling, general and
administrative expenses were $30.1 million or 27.4% of revenues
versus $34.1 million or 33.3% of revenues for the nine months
ended September 30, 2002.  The reduction in selling, general and
administrative expenses over the three and nine months ended
September 30, 2003 is primarily attributable to reduced labor and
associated benefit costs, and other overhead costs achieved as
part of our cost reduction efforts.  For the nine months ended
September 30, 2003, selling, general and administrative expenses
include approximately $0.5 million in costs associated with the
terminated merger agreement with AllServe and the transaction
completed with Deutsche Bank and Essar.

Depreciation and Amortization.  Depreciation and amortization
expenses decreased $0.6 million, or 17.0% in the quarter ended
September 30, 2003 as compared to the quarter ended September 30,
2002.  As a percentage of revenue, depreciation and amortization
expenses were 8.4% in the quarter ended September 30, 2003 versus
11.3% in the quarter ended September 30, 2002.  For the nine
months ended September 30, 2003 and September 30, 2002,
depreciation and amortization expenses were $8.8 million or 8.0%
of revenues, and $9.6 million or 9.4% of revenues, respectively.  
The decrease in depreciation and amortization expenses for the
nine months ended September 30, 2003 is due to the decrease in
capital expenditures versus the prior year comparable period.

Income Tax Provision.  The Company regularly evaluates the
realizability of the Company's deferred tax asset, and determined
as of June 30, 2002, that more likely than not, the deferred tax
asset would not be realized in the near future.  As a result, at
June 30, 2002 the Company increased its valuation allowance
approximately $9.8 million (a non-cash charge) representing the
amount of the deferred tax asset for which a valuation allowance
had not been previously established, thereby reducing the carrying
amount of the deferred tax asset to zero ($16.5 million less a
valuation allowance of $16.5 million). The Company has not
provided an income tax benefit to the operating loss incurred
during 2002 or 2003, as such benefit would exceed the projected
realizable deferred tax asset.  The Company incurred state income
tax expense of $0.2 million during the nine months ending
September 30, 2003 as a result of the sale of Elrick & Lavidge
during 2002.  This expense had not been accrued for previously.

Discontinued Operations.  As reported previously, on April 12,
2002, the Company completed the sale of assets of Elrick &
Lavidge, its marketing research division, to Taylor Nelson Sofres
Operations, Inc., a wholly-owned subsidiary of United Kingdom
based Taylor Nelson Sofres plc.  The Company recognized a gain on
disposal of the segment of  $8.3 million, which was reported in
its second quarter 2002 results.  Pursuant to an agreement dated
October 7, 2003, the Company and Taylor Nelson Sofres Operations,
Inc. reached an agreement regarding certain purchase price
adjustments.  In light of the above referenced agreement, the gain
on the disposal of this segment was reduced by $0.1 million during
the quarter ending September 30, 2003.  Elrick & Lavidge's
revenues, reported in discontinued operations, for the six months
ended June 30, 2002 were $6.2 million.

Change in Accounting Principle.  In connection with the adoption
of SFAS 142, the Company completed the transitional goodwill
impairment test during the quarter ended September 30, 2002.  A
third party engaged by the Company performed the valuation.  As a
result of the performance of the impairment test, the Company
concluded that goodwill was impaired, and accordingly, recognized
a goodwill impairment loss of $43.4 million.  The non-cash
impairment charge was reported as a cumulative effect of an
accounting change retroactive to January 1, 2002, in accordance
with the provisions of SFAS 142.  The goodwill impaired was
related to prior acquisitions for which the perceived incremental
value at time of acquisition did not materialize.

Cash and liquidity.  Cash and cash equivalents at September 30,
2003 were $0.3 million as compared to $1.6 million at December 31,
2002.  Working capital at December 31, 2002 was $4.8 million as
compared to a deficit of $18.3 million at September 30, 2003.  The
change in working capital is primarily attributable to the
reclassification of our revolving line of credit and subordinated
indebtedness due to affiliates from a long-term liability to a
current liability.  The change in reclassification results from
the fact that these liabilities are scheduled to mature in the
second quarter of 2004. Availability under the Company's revolving
line of credit was $2.4 million at September 30, 2003.  

Outstanding bank borrowings under the line of credit at
September 30, 2003 were $12.7 million versus $5.9 million at
December 31, 2002.

The Company's September 30, 2003 balance sheet shows a working
capital deficit of about $16 million, and a total shareholders'
equity deficit of about $60 million.

The Company's credit agreement, which was due to mature in June
2003, was amended on April 14, 2003.  An agreement was reached
with our lenders that extended the maturity date to April 16,
2004.  Subordinated debt instruments held by certain stockholders,
which were due to mature in 2003, were also amended on April 14,
2003, and the maturity date of these debt instruments were
extended to April 17, 2004 or later.  Based on the twelve-month
covenants for the period ended March 31, 2003, the Company was in
default of certain covenants under the credit agreement. Such
covenants, however, were waived under the new amended agreement.  
The Company was not in compliance with these amended covenants at
September 30, 2003.  On November 5, 2003, in connection with our
transaction with Deutsche Bank and Essar Global Limited, we repaid
our existing line of credit and satisfied all other obligations
under the Fourth Amended and Restated Credit Agreement, with the
exception of the termination of outstanding letters of credit,
which are cash collateralized pending our contemplated entry in
the near term into a credit facility with a new commercial lender.  
In accordance with the terms of its then-existing senior and
subordinated loans, as well as the terms of its agreement with
Deutsche Bank and Essar, the Company was required to repay or
otherwise retire its obligations to various lenders from the
proceeds of this transaction (and, to the extent the subordinated
debt was not paid off, the holders of the subordinated debt
discharged the debt and released the Company from any further
liability under their promissory notes).

   Earnings Before Interest, Taxes, Depreciation and Amortization

EBITDA losses for the three months ended September 30, 2003 and
2002 were $0.6 million and $1.6 million, respectively. EBITDA for
the nine months ended September 30, 2003 was $1.9 million as
compared to EBITDA of $5.9 million in the prior year comparable
period. EBITDA for the nine months ended September 30, 2002
includes the Company's gain on the sale of its marketing research
division in April 2002.  Excluding this gain, EBITDA for the nine
months ended September 30, 2002 would have been a loss of $2.4
million.   

Aegis Communications Group, Inc. is a marketing services company
that enables clients to make customer contact efforts more
profitable.  Aegis' services are provided to a blue chip,
multinational client portfolio through a network of client service
centers employing approximately 4,300 people and utilizing over
4,800 production workstations.  Further information regarding
Aegis and its services can be found on its Web site at
http://www.aegiscomgroup.com


ALASKA COMMS: Appoints John M. Egan to Co.'s Board of Directors
---------------------------------------------------------------
Alaska Communications Systems Group, Inc., (Nasdaq:ALSK) the
leading integrated communications provider in Alaska, announced
the appointment of John M. Egan to its Board of Directors
effective immediately. With this appointment, the Board has
expanded to 9 members.

Mr. Egan is the recently retired founder and chairman/CEO of ARRIS
Group (Nasdaq:ARRS). ARRIS is a global communications technology
company specializing in the design and engineering of broadband
local access networks and a leading developer and supplier of
optical transmission, cable telephony and internet access for
cable systems operators. In addition to his role as Chairman of
ARRIS, Egan served on the Board of the National Cable
Telecommunications Association for 20 years, the Walter Kaitz
Foundation and is actively involved with other industry
organizations.

Mr. Egan currently serves on the advisory board of KB Partners, a
Chicago-based venture capital firm and on several start up boards
in the technology area. Mr. Egan has a BS degree in Economics from
Boston College.

"We are delighted to welcome John to our Board of Directors," said
Liane Pelletier, ACS CEO and President. "He has a broad range of
experience and brings a fresh perspective on the
telecommunications and cable industry to ACS' Board. His insight
into advanced broadband products will be insightful as we continue
to offer our customers the best and most competitive solutions to
meet their needs. I look forward to the valuable contributions he
will make to the company."

ACS (S&P, B+ Corporate Credit Rating, Stable) is the leading
integrated, facilities-based telecommunications services provider
in Alaska, offering local telephone, wireless, Internet and
interexchange services to business and residential customers
throughout Alaska. ACS currently services approximately 339,000
lines, 83,000 wireless customers, 45,000 Internet customers, and
44,000 long distance customers. More information can be found on
the Company's Web site at http://www.alsk.com


AMC ENTERTAINMENT: Confirms Talks with Loews for Biz Combination
----------------------------------------------------------------
AMC Entertainment Inc. (AMEX:AEN), one of the world's leading
theatrical exhibition companies, confirmed that it is engaged in
preliminary discussions with Loews Cineplex Entertainment
Corporation about a possible business combination.

No assurances can be given that an agreement between the parties
can be reached or, if an agreement is reached, that any such
transaction will be completed. The Company does not intend to make
any further public announcement concerning this possible
transaction unless and until a definitive agreement has been
signed or discussions have been terminated.

AMC Entertainment Inc. (S&P, B Corporate Credit Rating, Positive),
is a leader in the theatrical exhibition industry. Through its
circuit of AMC Theatres, the Company operates 240 theatres with
3,532 screens in the United States, Canada, France, Hong Kong,
Japan, Portugal, Spain, Sweden and the United Kingdom. Its Common
Stock trades on the American Stock Exchange under the symbol AEN.
The Company, headquartered in Kansas City, Mo., has a Web site at
http://www.amctheatres.com

Loews Corp. faces its own challenges, posting a $1.38 billion
consolidated net loss in the third quarter.  That amount is net of
$1.5 billion in charges taken by CAN Financial Corp., Loews'
insurance arm.  Under the control of the Tisch family, Lowes also
owns Lorillard Inc., the tobacco concern, the Lowes hotel chain,
Diamond Offshore Drilling, Inc., and Bulova Corp., known worldwide
for their watches.


AMERCO: Files Amended List of Equity Security Holders with Court
----------------------------------------------------------------
In response to the Equity Committee's demand, the AMERCO Debtors
furnished the Court with an amended list of their Equity Security
Holders.  The Debtors disclose that there are at least 452 Amerco
Preferred Equity Security Holders with Cede & Co. holding the
biggest share -- 5,934,953 shares.  Also, there are thousands of
Common Equity Security Holders, among them are:

   Name                            No. of Shares
   ----                            -------------
   Amerco Treasury Account           1,069,450
   Cede & Co.                        7,368,683
   JPS Partners Ltd.                 2,046,314
   Edward Shoen                      4,043,124
   James P. Shoen                      337,426
   Mark V. Shoen                     3,776,085
   Paul Shoen                          761,000
   Scott Russel Shoen                  140,867
   Sophia Shoen                      1,497,363
(AMERCO Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AMERICAN RESTAURANT: S&P Further Junks Credit & Debt Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured debt ratings on casual dining restaurant
operator American Restaurant Group Inc. to 'CCC-' from 'CCC+'.

The outlook is negative.

Los Altos, California-based American Restaurant Group had $164
million of debt outstanding as of Sept. 29, 2003.

The downgrade is based on the company's deteriorating operating
performance, very thin cash flow protection measures, and
constrained liquidity. EBITDA dropped 47% to only $2.5 million in
the third quarter of 2003, as same-store sales fell 4.9% in the
quarter, and 6.8% in the first nine months of 2003. The large
sales decline is attributed to a weak economy and the competitive
environment in the restaurant industry, in addition to a planned
reduction of less profitable product promotions. Higher beef costs
also contributed to the decrease in EBITDA.

"The ratings on American Restaurant Group reflect the company's
relatively small size in a highly competitive industry, weak
operating performance, a significant debt burden, and limited
liquidity," said Standard & Poor's credit analyst Robert
Lichtenstein. American Restaurant Group is a small player in the
casual dining segment of the restaurant industry. The chain is
easily dwarfed by larger players, such as Outback Steakhouse,
Olive Garden, and Red Lobster. In addition, the company could
be challenged by its lack of geographic diversity. With 90% of its
store base in the West, American Restaurant Group's operating
performance is vulnerable to a decline in the region's economy.

Liquidity is poor. As of Sept. 30, 2003, cash totaled $5.5
million, and only $1.1 million was available on the company's $15
million revolving credit facility, which matures in December 2005.
The company secured a new $5 million revolving credit facility,
some of which was used to make its $9.3 million November interest
payment. The next $9.3 million interest payment is due in May
2004; however, the company is not currently generating enough
EBITDA to cover its interest expense. Moreover, the company is
responsible for claims arising from the bankruptcy of Spectrum
Restaurant Group Inc., a former subsidiary of the company. The
company recorded a $9.7 million reserve in the third quarter of
2003 to settle those claims. Standard & Poor's believes the
company will be challenged to service its debt and fund its
capital expenditures through operating cash flow and availability
under its revolving credit facilities.


AMERICAN SKIING: Names James R. Snyder Vice President of F&B
------------------------------------------------------------
American Skiing Company (OTC: AESK) named Jim Snyder to the newly
created position of Vice President of Food & Beverage operations.

The Company created the position to ensure that guests receive a
consistent, and high quality, food and beverage experience as a
complement to the outstanding on-mountain experience.  Mr. Snyder
will work closely with resort senior management teams to enhance
and improve quality and service at the Company's seven world-class
resorts.

"Jim has incredible food and beverage experience and has done an
exceptional job of improving the culinary operations at The
Canyons," said CEO B.J. Fair.  "In addition, Jim has strong
relationships with an extensive network of industry professionals
that will help us improve service and deliver an exceptional
product at all our resorts.  I am pleased that he will become a
key member of the American Skiing Company team and help us improve
the resort experience for our guests."

Mr. Snyder has more than 25 years of experience in food and
beverage operations, including positions with a number of
prominent industry leading companies.  Jim has been Food &
Beverage Director of The Grand Summit Hotel at The Canyons Resort
in Park City, Utah since joining the Company in June 2001. Prior
to joining The Canyons, he served as Executive Vice President of
the Good Earth Corporation, a national restaurant chain and retail
tea company, from March 1999 to June 2001.  From September 1995 to
March 1999, Jim was Vice President of Operations for Presto Pasta,
a Santa Barbara based chain of Italian restaurants.  Before
joining Presto Pasta, he served as Director of Restaurant
Operations for the Good Earth Corporation.  Jim began his career
in 1983 with Marie Callenders Restaurants where he held a number
of operational, managerial and supervisory positions.

Mr. Snyder will assume his new position effective December 8, 2003
and be based at the Company's headquarters in Park City, Utah.

Headquartered in Park City, Utah, American Skiing Company (S&P,
CCC Corporate Credit Rating, Negative) is one of the largest
operators of alpine ski, snowboard and golf resorts in the United
States.  Its resorts include Killington and Mount Snow in Vermont;
Sunday River and Sugarloaf/USA in Maine; Attitash Bear Peak in New
Hampshire; Steamboat in Colorado; and The Canyons in Utah.  More
information is available on the Company's Web site,
http://www.peaks.com


AMR CORP: SVP-Finance & CFO Jeffrey C. Campbell Leaving Company
---------------------------------------------------------------
AMR Corporation (NYSE: AMR), the parent company of American
Airlines, announced that Jeffrey C. Campbell, its senior vice
president-Finance and chief financial officer, will be leaving the
company to assume a similar position with McKesson Corporation,
a San Francisco-based healthcare services and information
technology company.

Campbell has agreed to work with American during a transition
period.

Gerard Arpey, AMR's president and CEO, said the company will name
a successor to Campbell as quickly as possible.

"Jeff Campbell is an executive of extraordinary talent and
ability," Arpey said.  "He played a vital role in guiding us
through our recent financial challenges and was deeply engaged
with the rest of our leadership team in the process of building a
solid financial foundation for AMR -- the fourth tenet of our
Turnaround Plan.  It is always disappointing to lose an executive
of Jeff's exceptional qualities, but we draw encouragement from
the fact that AMR continues to have one of the most capable
management teams in the industry.

"We wish Jeff every success in his new position," Arpey said.  
"Our priority now is to select a new leader for the finance
organization who can build on the momentum Jeff helped us create."

Campbell became AMR's chief financial officer in June 2002 after
serving for nearly three years as American's vice president-
Europe, based in London. Before that he was vice president-
Corporate Development and Treasurer.  He joined American in 1990.

American Airlines (Fitch, CCC+ Convertible Unsecured Note Rating,
Negative) is the world's largest carrier.  American, American
Eagle and the AmericanConnection regional carriers serve more than
250 cities in over 40 countries with more than 3,900 daily
flights.  The combined network fleet numbers more than 1,000
aircraft.  American's award-winning Web site, AA.com, provides
users with easy access to check and book fares, plus personalized
news, information and travel offers.  American Airlines is a
founding member of the oneworld Alliance.

Current AMR Corp. news releases can be accessed via the Internet
at http://www.amrcorp.com


APARTMENT INVESTMENT: Declares Preferred Share Dividends
--------------------------------------------------------
Apartment Investment and Management Company (NYSE: AIV, AIVPrQ,
AIVPrR) announced that its Board of Directors declared a dividend
of $0.63125 per share on its publicly traded 10.1% Class Q
Cumulative Preferred Stock and a dividend of $0.625 per share on
its publicly traded 10.0% Class R Cumulative Preferred Stock.  

Dividends for both classes of preferred stock are payable on
December 15, 2003 to shareholders of record on December 1, 2003.

Aimco (Fitch, BB+ Preferred Share Rating, Negative) is a real
estate investment trust headquartered in Denver, Colorado owning
and operating a geographically diversified portfolio of apartment
communities through 19 regional operating centers.  Aimco, through
its subsidiaries, operates approximately 1,685 properties,
including approximately 300,000 apartment units, and serves
approximately one million residents each year.  Aimco's properties
are located in 47 states, the District of Columbia
and Puerto Rico.  Aimco common shares are included in the S&P 500.


ARMSTRONG HOLDINGS: Bankr. Court Confirms Plan of Reorganization
----------------------------------------------------------------
U.S. Bankruptcy Court Judge Newsome concluded a Confirmation
Hearing Tuesday afternoon in Wilmington, Delaware, and ruled that
he will confirm Armstrong's Fourth Amended Plan of Reorganization.  

Saying that "the Court can't base findings of fact on pending
legislation," Judge Newsome rejected the Creditors' Committee's
arguments that confirmation should wait until something, if
anything, comes of the FAIR Act.

Finding that the Debtors negotiated a plan that fully complies
with the 13 requirements laid out in 11 U.S.C. Sec. 1129, Judge
Newsome ruled that the Plan should be confirmed.  The Plan's
exculpation and indemnity provisions, consistent with Third
Circuit law, remain intact.  

The 524(g) Asbestos Trust Provisions in Armstrong's Plan must be
approved by the U.S. District Court.  Judge Wolin's consideration
of the Plan probably won't happen until the conflict-of-interest
charges levied in the Owens Corning and W.R. Grace cases (widely
publicized in The New York Times) and now before the U.S. Court of
Appeals for the Third Circuit for review are resolved.  (Armstrong
Bankruptcy News, Issue No. 52; Bankruptcy Creditors' Service,
Inc., 215/945-7000)   


ARVINMERITOR INC: Appoints Deborah Henderson to VP of Quality
-------------------------------------------------------------
ArvinMeritor, Inc. (NYSE: ARM) announced that Deborah Henderson
has been appointed vice president of Quality in support of the
company's Light Vehicle Systems business group, effective
immediately.  

In this role, she will focus on improving internal performance
through overall quality, on-time delivery and new product launches
throughout the LVS organization.  Henderson will report directly
to Debra Shumar, ArvinMeritor's senior vice president of
Continuous Improvement, Quality, and Engineering and Technology.

"We are delighted to have Deborah on the Quality team," said
Shumar. "With more than 20 years of hands-on experience in quality
systems management and production, she has the knowledge and
insight to drive the highest standards for quality throughout the
LVS organization."

Most recently, Henderson served as site manager of the
ArvinMeritor LVS facility in Detroit, Mich., where she was
responsible for manufacturing and assembly operations for the LVS
sunroof system business, as well as for the pre-launch activity of
the suspension module business.  Under Henderson's direction, the
facility achieved QS9000, ISO14001 and Q1 certification in one
year, as well as posted significantly improved financial results.

Before joining ArvinMeritor in 2001, Henderson held a number of
management positions of increasing responsibility with Allied
Signal/Breed Technologies, including plant manager for the Breed
Technologies facility in Knoxville, Tenn.  Prior to that, she held
management positions at Textron Automotive Company, Quality
Solutions Seminars, Inc. and General Motors Corporation. Henderson
holds a bachelor's degree in biology from Rutgers University in
New Jersey.  She has also taken graduate executive courses at
Washington University in St. Louis, Mo., and at the Chicago
Graduate School of Business.

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


ARVINMERITOR: Names Steve Scgalski Pres. of Suspensions Systems
---------------------------------------------------------------
ArvinMeritor, Inc. (NYSE: ARM) announced that Steve Scgalski has
been appointed president of Meritor Suspensions Systems Co.,
effective immediately.  

MSSC is a joint venture with Mitsubishi Steel Manufacturing, which
was created in 1986 and provides leading technology and high-
quality suspensions systems components to ArvinMeritor's global
OEMs.  Scgalski will report directly to Sidney Del Gaudio, vice
president and general manager of the undercarriage division within
ArvinMeritor's Light Vehicle Systems business group.

"We are delighted to have Steve in charge of this dynamic
business, and are confident that he will continue the success we
have enjoyed in our relationship with Mitsubishi," said Del
Gaudio.  "Steve's long service to the company -- as well as his
quality, engineering and operations expertise -- makes him the
overwhelming choice for this important role."

Scgalski joined the organization in 1990, and has held positions
of increasing responsibility since then.  Most recently, he was
vice president of operations for the company's worldwide
undercarriage and North American apertures businesses.  Prior to
that, Scgalski served as vice president of operations for the
Americas for the ArvinMeritor LVS exhaust systems product line.

Scgalski holds a bachelor's degree in economics from Franklin
College in Franklin, Ind., and has also completed executive
finance coursework at the University of Chicago Graduate School of
Business.

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


ATCHISON CASTING: Inks Definitive Pact to Sell Core Op. Assets
--------------------------------------------------------------
Atchison Casting Corporation (OTC Bulletin Board: AHNCQ) has
entered into a definitive agreement to sell its remaining
operating assets out of bankruptcy to KPS Special Situations Fund
II, L.P.

Under the terms of the agreement, KPS will form a new company to
purchase five business units of Atchison for a total consideration
of $40 million. The proposed transaction remains subject to a
number of conditions including the completion of new labor
agreements with Atchison's two trade unions (the United
Steelworkers of America and Glass, Molders, Pottery, Plastics and
Allied Workers International unions), the completion of
environmental review and other customary legal and business
conditions.

In addition, the terms of the agreement will be subject to more
favorable offers for the Atchison assets at a standard bankruptcy
auction. KPS and Atchison expect to complete the transaction in
December 2003.

After the sale of substantially all of the assets of the Inverness
Castings Group on October 31, 2003, the remaining five business
units that continue to operate and are being sold to KPS are:
Atchison Steel Castings based in Atchison, Kansas and St. Joseph,
Missouri; Amite Foundry based outside of New Orleans, Louisiana;
Prospect Foundry based in Minneapolis, Minnesota; London Precision
Machine based in London, Ontario; and ACC Global based in Houston,
Texas. Atchison Steel Castings is a leader in carbon and low
alloy, large, complex steel castings. Amite Foundry's capabilities
in the production of large steel castings compliments Atchison
Steel Castings. Prospect Foundry is a leader in gray and ductile
iron castings. London Precision machines steel castings, typically
to tolerances within 0.10 thousandths of an inch. ACC Global
identifies specific customer needs and then finds low cost, but
high quality suppliers, primarily in China and Mexico.

"We are very pleased to have attracted the support of KPS as a
likely investor group to bring this company out of bankruptcy,"
said Tom Armstrong, Chief Executive Officer of ACC. "Their
experience with the bankruptcy process and expertise in
implementing successful turnarounds as well as their capital will
be invaluable to the future of the Atchison Companies. This should
preserve jobs for our employees while providing stability for our
customers and suppliers."

"We are confident that a KPS acquisition of Atchison will
strengthen the business through continued cost reduction,
strategic investment of capital equipment and a significantly
improved financial structure," said Stephen Presser, a Principal
at KPS. "We look forward to working with Atchison's management
team, employees, and unions to enhance the company's premiere
position in the foundry industry. Tom Armstrong is expected to
remain with the new company."

ACC produces iron, steel and non-ferrous castings for a wide
variety of equipment, capital goods and consumer markets.

The KPS Special Situations Funds are a family of private equity
funds focused on constructive investing in restructurings,
turnarounds and other special situations. KPS has created new
companies to purchase operating assets out of bankruptcy;
establish stand-alone entities to operate divested assets; and
recapitalized high leveraged public and private companies. KPS
invests its capital concurrently with a cost reduction program,
capital investment and financial restructuring of the company's
liabilities either in or out of bankruptcy.

Atchison Casting produces iron, steel and non-ferrous castings and
machining for a wide variety of equipment, capital goods and
consumer markets. The Company files for Chapter 11 protection on
August 4, 2003 in the U.S. Bankruptcy Court for the Western
District of Missouri (St. Joseph) (Lead Bankr. Case No. 03-50965).


ATCHISON CASTING: KPS Special Confirms Acquisition of Assets
------------------------------------------------------------
KPS Special Situations Fund II has entered into an asset purchase
agreement to acquire the remaining operating assets of Atchison
Casting Corporation out of bankruptcy. Under the terms of the
asset purchase agreement, KPS will form a new company to purchase
five business units of ACC for a total consideration of $40
million.

Atchison -- http://www.atchisoncastings.com-- is a world leader  
in the design, manufacture and supply of highly-engineered steel
and iron sand castings, machined components and assemblies.
Atchison casts large and difficult-to-manufacture parts and is a
critical supplier to Fortune 50 manufacturers in the locomotive,
mass transit, mining, construction and heavy-duty truck
industries. KPS will acquire five Atchison business units:
Atchison Steel Castings based in Atchison, Kansas and St. Joseph,
Missouri; Amite Foundry based outside of New Orleans, Louisiana;
Prospect Foundry based in Minneapolis, Minnesota; London Precision
Machining based in London, Ontario; and ACC Global based in
Houston, Texas.

"Atchison possesses a world-class franchise that is ideally
positioned to capitalize on the ongoing recovery in the global
locomotive and mining industries," said Stephen Presser, a
Principal at KPS. "We are confident that a KPS acquisition of
Atchison will strengthen the business through continued cost
reduction, strategic investment in capital equipment and a
significantly improved financial structure. We look forward to
working with Atchison's management team, employees, and unions to
enhance the company's premier position in the foundry industry."

KPS will invest substantial capital in the transaction and will
also provide interim financing for Atchison between the closing of
the transaction and the final placement of an asset-based lending
facility for the new company. The support and active participation
of Atchison's two trade unions -- the United Steelworkers of
America and the Glass, Molders, Pottery, Plastics and Allied
Workers International Union - are critical to the KPS investment
and the success of the KPS acquisition.

Tom Armstrong, the current Chief Executive Officer of Atchison, is
expected to remain with the new company. "We are pleased to have
attracted the support of KPS as the likely investor group to bring
this company out of bankruptcy. Their capital, experience with the
bankruptcy process and expertise in implementing successful
turnarounds will be invaluable to the future of this company."

The proposed transaction remains subject to a number of
conditions, including the completion of new labor agreements, the
completion of environmental review and other customary legal and
business conditions. In addition, the terms of the KPS asset
purchase agreement will be subject to more favorable offers for
the Atchison assets at a standard bankruptcy auction. KPS and
Atchison expect to complete the transaction in December 2003.

The KPS Special Situations Funds are a family of private equity
funds focused on constructive investing in restructurings,
turnarounds and other special situations. KPS has created new
companies to purchase operating assets out of bankruptcy;
established stand-alone entities to operate divested assets; and
recapitalized highly leveraged public and private companies. KPS
invests its capital concurrently with a cost reduction program,
capital investment, and a financial restructuring of the company's
liabilities either in or out of bankruptcy. The KPS investment
strategy and portfolio companies are described in detail at
www.kpsfund.com

The Atchison transaction will constitute the third KPS transaction
in the past four months and the sixth company that KPS has
acquired out of bankruptcy.


ATLANTIC COAST: Mesa Pledges to Continue Efforts to Acquire Co.
---------------------------------------------------------------
Mesa Air Group, Inc. (Nasdaq: MESA) denounced the recent large
aircraft order by Atlantic Coast Holdings, Inc. (Nasdaq: ACAI) as
an abrogation of the stockholders' right to decide the future
direction of the company.

ACA's binding aircraft MOU and related leasing commitments were
announced last night despite the letter Mesa sent to ACA's board
of directors last week advising them that such a move could
further destroy stockholder value and be regarded as a deliberate
attempt to frustrate the best interests and rights of ACA
stockholders.

This aircraft commitment represents well over one billion dollars,
or over two and a half times the market capitalization of the
company prior to Mesa's offer. While we understand management's
motives to enter into a binding agreement, we believe a far more
prudent course of action would have been to allow the stockholders
to exercise their rights and pass judgment on management's plan to
morph into a low cost airline.

Mesa also notes, as disclosed in ACA's recent 10Q, this decision
may compel Delta Air Lines to cancel the contract that ACA
currently enjoys with them and which represents approximately 15%
of ACA's revenue. In light of these disappointing corporate
actions by ACA, Mesa is moving forward expeditiously with its
consent solicitation to replace ACA's board with a new board who
have stockholders' interests as their number one priority. Mesa
also intends to proceed with its exchange offer, subject to
considering the impact of these developments on the value of ACA
and consequently its offer.

Jonathan Ornstein, Chairman and Chief Executive Officer of Mesa
said: "As stockholders, we are extremely disappointed but frankly,
not surprised at ACA's announcement. This latest action, is one of
several taken recently, to entrench themselves and frustrate
stockholders' rights, even including using stockholders money to
commence litigation to prevent a stockholder vote. Stockholders
should have the inherent right to decide the future of the company
for themselves, but ACA's board and management have recently
appeared to have ignored this obligation. We commit today both as
a major stockholder ourselves, and as a bidder for this company,
to ensure ACA's current board and management are compelled to
uphold this basic principle.

"Stockholders should ask why ACA is doing everything in their
power to prevent this vote, when the market seems clear in its
view. In July, when ACA clarified its deal with United was in
jeopardy and then announced its new strategy, its stock dropped
43%. We are proceeding with our consent solicitation and remain
fully committed to acquiring ACA and rescuing its stockholders
from the business strategy its management team has embarked upon.
Mesa will do all we can to protect the value of this company."

Mesa currently operates 150 aircraft with 938 daily system
departures to 163 cities, 40 states, the District of Columbia,
Canada, Mexico and the Bahamas. It operates in the West and
Midwest as America West Express; the Midwest and East as US
Airways Express; in Denver and the West as United Express; in
Denver as Frontier JetExpress until December 31, 2003; in Kansas
City with Midwest Express and in New Mexico and Texas as Mesa
Airlines. The Company, which was founded in New Mexico in 1982,
has approximately 4,000 employees. Mesa is a member of the
Regional Airline Association and Regional Aviation Partners. News
releases and other information about Mesa can be found at the
company's Web site at http://www.mesa-air.com

Atlantic Coast Airlines (S&P, B- Corporate Credit Rating,
Developing) employs over 4,600 aviation professionals.  The common
stock of parent company Atlantic Coast Airlines Holdings, Inc. is
traded on the Nasdaq National Market under the symbol ACAI.  For
more information about ACA, visit the Web site at
http://www.atlanticcoast.com


AVIVA AMERICA INC: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Aviva America, Inc.
        8235 Douglas Ave
        Suite 400
        Dallas, Texas 75225
        Tel: 214-691-3464

Bankruptcy Case No.: 03-81855

Type of Business: The Debtor is an independent oil and gas
                  company. The company operated one property known
                  as Breton Sound 31 located twenty miles offshore
                  Louisiana in sixteen feet of water.

Chapter 11 Petition Date: November 18, 2003

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Franklin L. Broyles, Esq.
                  Goins, Underkofler, Crawford & Langdon
                  1201 Elm St., Suite 4800
                  Dallas, TX 75270
                  Tel: 214-969-5454

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 18 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Settoon Construction, Inc.  Construction Services     $191,072

Gulf Wells, Inc.            Contract Pumping          $117,950                
                            Services

Louisiana Dept. of Revenue  Franchise Tax              $81,445

National Oil Well                                      $50,766

Fab-Con, Inc.                                          $45,845

Settoon Fabrication, Inc.   Construction Services      $33,747

H.J. Gauthier Boat Rental   Boat Rental                $28,400
Serv.         

Delta Well Surveyors, Inc.  Materials                  $16,021

Hub City Industries Inc.    Field Maintenance          $13,607

Netherland, Sewell,         Reserve Reports             $7,332      
& Associates                 

Triton Diving Services,     Diving Services             $5,702    
Inc.

Stokes & Spiehler USA,      Engineering Services        $5,200
Inc.

Q-Max Gas Lift              Field Maintenance           $4,111

A&B Valave & Piping         Materials                     
Systems, Inc.    

Instumentation &            Field Instrumentation
Electrical  

Louisiana Valve Source,     Wellheads & Labor
Inc.

Pro-Valve Services, Inc.    Wellheads                

Wood Group Wireline Serv.,  Wireline Services
Inc.  


BANC OF AMERICA: Fitch Takes Rating Actions on Ser. 2003-2 Notes
----------------------------------------------------------------
Fitch Ratings assigns the following ratings to the Banc of America
Commercial Mortgage Inc., series 2003-2, commercial mortgage pass-
through certificates:

        -- $138,224,308 class A-1 'AAA';
        -- $486,057,698 class A-1A 'AAA';
        -- $106,288,110 class A-2 'AAA';
        -- $168,137,151 class A-3 'AAA';
        -- $482,251,227 class A-4 'AAA';
        -- $1,678,976,893 class XC* 'AAA';
        -- $1,617,083,890 class XP* 'AAA';
        -- $56,665,470 class B 'AA';
        -- $20,987,211 class C 'AA-';
        -- $44,073,144 class D 'A';
        -- $23,085,932 class E 'A-';
        -- $20,987,211 class F 'BBB+';
        -- $23,085,932 class G 'BBB';
        -- $20,987,211 class H 'BBB-';
        -- $18,888,490 class J 'BB+';
        -- $10,493,606 class K 'BB';
        -- $10,493,606 class L 'BB-';
        -- $8,394,884 class M 'B+';
        -- $8,394,885 class N 'B';
        -- $4,197,442 class O 'B-';
        -- $27,283,375 class P 'NR';
        -- $2,676,087 class BW-A 'BBB';
        -- $1,201,913 class BW-B 'BBB';
        -- $8,790,990 class BW-C 'BBB-';
        -- $2,666,010 class BW-D 'BB+';
        -- $3,615,624 class BW-E 'BB';
        -- $3,192,376 class BW-F 'BB';
        -- $3,089,258 class BW-G 'BB-';
        -- $2,667,350 class BW-H 'B+';
        -- $2,667,350 class BW-J 'B';
        -- $2,099,042 class BW-K 'B';
        -- $3,534,000 class BW-L 'B-';
        -- $6,397,450 class HS-A 'NR';
        -- $8,212,044 class HS-B 'NR';
        -- $8,212,044 class HS-C 'NR';
        -- $8,212,044 class HS-D 'NR';
        -- $20,771,418 class HS-E 'NR'.

             * Notional Amount and Interest only

Classes A-1, A-2, A-3, A-4, B, C, D, and E are offered publicly,
while classes A-1A, XC, XP, F, G, H, J, K, L, M, N, O, P, BW-A,
BW-B, BW-C, BW-D, BW-E, BW-F, BW-G, BW-H, BW-J, BW-K, BW-L, HS-A,
HS-B, HS-C, HS-D and HS-E are privately placed pursuant to rule
144A of the Securities Act of 1933. The certificates represent
beneficial ownership interest in the trust, primary assets of
which are 150 fixed-rate loans having an aggregate principal
balance of approximately $1,680,036,895, as of the cutoff date.


BMC INDUSTRIES: Bank Lenders Extend Waiver for 60 More Days
-----------------------------------------------------------
BMC Industries, Inc. (OTCBB:BMMI) announced that its bank group
has granted the company an additional 60-day waiver to comply with
certain covenants under its credit agreement.

The company's banks granted an initial two-week waiver to BMC on
June 30, 2003, and subsequent 60-day waivers on both July 15, 2003
and September 15, 2003, following notice by BMC to its bank group
that the company expected to be out of compliance with certain
covenants and obligations under its credit agreement as of
June 30, 2003.

The waiver announced also extends the time period for BMC to make
certain scheduled principal and fee payments, and defers all
interest payment obligations until January 13, 2004, the
termination date of this waiver. The agreement also requires that
the net proceeds of asset sales and certain other cash flows be
paid to the lenders and applied against interest and principal
obligations. Since July 30, 2003, the date of the first interest
deferral, the Company has incurred interest obligations of $3.2
million and made interest payments of $2.4 million. The latest
waiver agreement defers current and projected interest payments
totaling approximately $2.1 million, subject to certain mandatory
repayments to lenders.

As previously announced, the banks and the company have agreed
that no additional borrowings will be extended during the waiver
period. Discussions continue between BMC, its banks and the
company's advisors, regarding a longer-term resolution of the
situation.

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


BOOT TOWN INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Boot Town, Inc.
        13625 Neutron
        Farmers Branch, Texas 75224
        Tel: 972-788-1300
        aka Old West Warehouse
        aka Western Wear Outlet
        aka Boot Town's Western Warehouse of Dallas County
        aka Boot Town's Western Warehouse of Tarrant County
        aka Boot Town Western Wear

Bankruptcy Case No.: 03-81845

Type of Business: The Debtor is a retailer of brand name boots and
                  western wear: hats, belts, buckles, and jeans.

Chapter 11 Petition Date: November 17, 2003

Court: Northern District of Texas (Dallas)

Judge: Steven A. Felsenthal

Debtors' Counsel: Cynthia Cole, Esq.
                  Neligan Tarpley Andrews & Foley, L.L.P.
                  1700 Pacific Ave.
                  Suite 2600
                  Dallas, TX 75201
                  Tel: 214-840-5319

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Justin Boot Company                                 $1,353,983          
PO Box 99188
Fort Worth, TX 76199-0188

Lucchese, Inc.                                        $872,873
PO Box 100315
Atlanta, GA 30384-2325

Corral Boots                                          $856,711
PO Box 5599
McAllen, TX 78502-5599
Tel: 956-287-7170

Ferrini U.S.A. Inc.                                   $823,405
13624 Gamma Rd.
Dallas, TX 75244
Tel: 972-980-8881

Wrangler-VF Jeanwear                                  $601,887    
PO Box 21488
Greensboro, NC 27420

Double-H Boot Company                                 $366,021
Attn: Andrew Goldstein
H.H. Brown Shoe Corp.
124 W. Putnam Ave.
Greenwich, CT 06830
Tel: 800-233-7141

RHE Hatco, Inc.                                       $347,709
PO Box 971273
Dallas, TX 75397-1273
Tel: 214-494-0511

Durango Boot                                          $252,420
Dept. AT 40314
Atlanta, GA 31192-0314

Miller International, Inc.                            $215,261

American West Trading Co.                             $145,004

Arlat International, Inc.                             $141,394

Nocona Belt Co.                                       $134,622

Wolverine World Wide, Inc.                            $116,302

Karman, Inc.                                          $115,972

The CIT Group/Factoring                               $103,777

Milano Hat Company, Inc.                              $102,918

Westmoor Mfg. Co.                                      $92,662

Montana Silversmiths, Inc.                             $89,591

Tony Lama Boot Company                                 $77,339

GMAC Commercial Credit                                 $87,901


CAPITAL LEASE: Fitch Cuts Ratings on Classes E & F to B+/CCC
------------------------------------------------------------
Fitch Ratings downgrades Capital Lease Funding Securitization, LP
corporate credit-backed pass-through certificates, Series 1997-
CTL-1 as follows:

        -- $6.8 million class E to 'B+' from 'BB-';
        -- $1.9 million class F to 'CCC' from 'B-'.

Fitch upgrades the $15.5 million class B to 'AA+' from 'AA'.

In addition, Fitch affirms the following classes:

        -- $37.8 million Class A-2 'AAA';
        -- $17.8 million Class A-3 'AAA';
        -- Interest-only class IO 'AAA';
        -- $15.5 million class C 'A';
        -- $6.1 million class D 'BBB-';
        -- $1.3 million class G 'CCC'.

The ratings of this transaction are highly sensitive to the
movements of the corporate credit ratings of the underlying
tenants, which Fitch closely monitors. Fitch has ongoing concerns
over the continued decline in the corporate credit ratings of the
underlying tenants and the subordination was no longer sufficient
to affirm the ratings.

The primary causes of the downgrades are linked to the credit
rating on Rite Aid Corporation and Circuit City Stores, Inc. Rite
Aid and Circuit City guarantee seven loans (11%) and five loans
(16%), respectively. Fitch is concerned with the declining credit
quality of Rite Aid given their financial condition. The Rite Aid
properties have a weighted average loan to dark value of 105.4%.
Fitch also recently lowered its internal corporate debt rating of
Circuit City one notch, which was already classified as below
investment grade. The Circuit City properties have a WALTDV of
118.7%. Other major corporate credit tenants in the pool are CVS
(21%), Health Care Service Corp. (16%) and RadioShack Corp. (7%).

The upgrade is primarily due to the amortization of the loans and
the resulting rise in credit enhancement levels. As of the October
2003 distribution, the aggregate principal balance of the pool has
been reduced 21%, to $102.8 million from $129.4 million at
issuance. The certificates are collateralized by 30 fixed-rate
fully amortizing mortgage loans on 30 commercial properties,
leased to 13 different tenants. All of the loans in the pool are
current.

Fitch is concerned that the percentage of loans guaranteed by
leases to below investment grade tenants increased to 44% from 35%
as of Fitch's 2002 review. The deterioration of the credits has
been factored into the ratings assigned to each class. Fitch will
continue to monitor the transaction and the ratings of the
underlying credit tenants.


CEDARA SOFTWARE: Receives $900K Final Settlement by Ex-Chairman
---------------------------------------------------------------
Cedara Software Corp. (TSX:CDE/OTCBB:CDSWF) has received
approximately $0.9 million in full and final settlement of loans
outstanding by its former Chairman and Chief Executive Officer.

As reported in the Company's Management Information Circular dated
October 7, 2003, these loans had been secured through pledge of
common shares of the Company. A portion of these shares have now
been sold and the loans outstanding have been paid in full. As a
result, in the second quarter of the current fiscal year the
Company will record a recovery of approximately $1.1 million
against provisions for employee share purchase loans and severance
costs.

Cedara Software Corp. -- whose September 30, 2003 balance sheet
shows a total shareholders' equity deficit of about C$167,000 --
is a leading independent provider of medical technologies for many
of the world's leading medical device and healthcare information
technology companies. Cedara software is deployed in hospitals and
clinics worldwide - approximately 20,000 medical imaging systems
and 4,600 Picture Archiving and Communications System workstations
have been licensed to date. Cedara is enabling the future of the
healthcare industry with new innovative approaches to workflow,
data and image management, integration, the web, software
components and professional services. The company's medical
imaging solutions are used in all aspects of clinical workflow
including the capture of patient digital images; the sharing and
archiving of images; sophisticated tools to analyze and manipulate
images; and even the use of imaging in surgery. Cedara is unique
in that it has expertise and technologies that span all the major
digital imaging modalities including angiography, computed
tomography, echo-cardiology, digital X-ray, fluoroscopy,
mammography, magnetic resonance imaging, nuclear medicine,
positron emission tomography and ultrasound.


CHAMPIONSHIP AUTO: Sets Special Shareholders' Meeting for Dec 19
----------------------------------------------------------------
Championship Auto Racing Teams, Inc. (OTC Bulletin Board: CPNT)
will hold a special meeting of its stockholders, at which it will
ask stockholders to vote to adopt the previously announced merger
agreement with Open Wheel Racing Series LLC.  The meeting is
scheduled for December 19, 2003 at 10:00 am, local time, at
Championship's headquarters.

Championship Auto Racing Teams, Inc. and Open Wheel Racing Series
LLC announced previously they have signed a definitive merger
agreement providing for Open Wheel Racing Series to acquire
Championship for cash equivalent to $0.56 per share, based on the
number of shares of Championship common stock currently
outstanding.  The transaction is subject to a number of closing
conditions, including approval by Championship's stockholders.

Open Wheel Racing Series is a newly formed holding company owned
indirectly by a group of investors including Gerald R. Forsythe,
Kevin Kalkhoven and Paul Gentilozzi.  Open Wheel Racing Series
currently has beneficial ownership of 3,377,400 shares of
Championship common stock, which represent approximately 22.9% of
the outstanding shares of Championship. These shares will be
contributed to Open Wheel Racing Series by Mr. Forsythe or
entities owned or controlled by him.  Open Wheel Racing Series has
previously stated that, if the transaction is completed, it
intends to continue to operate the business of Championship,
including continuing to sanction the motorsports series currently
known as "Bridgestone Presents the Champ Car World Series Powered
by Ford."

Championship Auto Racing Teams, Inc. (OTC Bulletin Board: CPNT)
owns, operates and markets the 2003 Bridgestone Presents The Champ
Car World Series Powered by Ford.  Veteran racing teams such as
Newman/Haas Racing, Player's/Forsythe Racing, Team Rahal, Patrick
Racing and Walker Racing competed with many new teams this year in
pursuit of the Vanderbilt Cup.  CART Champ Cars are thoroughbred
racing machines that reach speeds in excess of 200 miles per hour,
showcasing the technical expertise of manufacturers such as Ford
Motor Company, Lola Cars, Walker Racing LLC, (Reynard) and
Bridgestone/Firestone North American Tire, LLC.  The 18-race 2003
Bridgestone Presents The Champ Car World Series Powered by Ford
was broadcast by television partners CBS and SPEED Channel.  CART
also owns and operates its top development series, the Toyota
Atlantic Championship.  Learn more about CART's open-wheel racing
series at http://www.champcarworldseries.com

                           *    *    *

On November 11, 2003, in response to a request by the management
of Championship Auto Racing Teams Inc., that Deloitte & Touche
LLP, the Company's independent auditor, reissue its report on the
Company's financial statements included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2002, and in
connection with the filing by the Company of a proxy statement on
November 13, 2003 relating to the pending transaction with Open
Wheel Racing Series LLC, Deloitte & Touche informed management
that its report on the Company's financial statements as of
December 31, 2002 and 2001, and for each of the three years in the
period ended December 31, 2002 would include an explanatory
paragraph indicating that developments during the nine-month
period ended September 30, 2003 raise substantial doubt about the
Company's ability to continue as a going concern.


COMMUNICATION DYNAMICS: Administrative Claims Are Due Today
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware fixes
today, Nov. 21, 2003, at 4:00 p.m. Eastern Time as the deadline by
which all administrative claim holders of Communication Dynamics,
Inc., and its debtor-affiliates, must file their requests for
payment against the Debtors or be forever barred from asserting
their claims.

Communication Dynamics, Inc., together with its Debtor and non-
Debtor affiliates, is one of the largest multinational suppliers
of infrastructure equipment to the broadband communications
industry. The Debtors filed for chapter 11 protection on
September 23, 2002 (Bankr. Del. Case No. 02-12753).  Jeffrey M.
Schlerf, Esq., Eric M. Sutty, Esq., at The Bayard Firm and Thomas
E. Lauria, Esq., John K. Cunningham, Esq., Gerard Uzzi, Esq., and
Scott A. Griffin, Esq., at White & Case LLP represent the Debtors
in their restructuring efforts.  When the Company filed for
protection from its creditors, it listed more than $100 million
both in estimated assets and debts.


CONSECO INC: Counterparty Rating Up to B- & Off S&P's Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services removed from CreditWatch its
counterparty credit and financial strength ratings on Bankers Life
& Casualty Co., Colonial Penn Life Insurance Co., Conseco Annuity
Assurance Co., Conseco Health Insurance Co., Conseco Life
Insurance Co., and Conseco Life Insurance Co. of NY and raised
them to 'BB-' from 'B+'.

Standard & Poor's also said that it removed from CreditWatch its
counterparty credit rating on Conseco Inc. and raised it to 'B-'
from 'CCC+'.

The outlook on all of these companies is stable.

Standard & Poor's also lowered its counterparty credit and
financial strength ratings on Conseco Senior Health Insurance Co.
to 'CCC' from 'B+' and revised the CreditWatch status of these
ratings to negative from developing.

"The upgrades primarily stem from Conseco's receipt of $1.4
billion from the sale of the GM Building," explained Standard &
Poor's credit analyst Jon Reichert. "This resulted in an increase
in operating capital of about $420 million and an accompanying
increase in the consolidated insurance group's NAIC risk-based
capital ratio to more than 250% from 166% at year-end 2002." The
ratings primarily reflect Conseco's current capital structure and
what Standard & Poor's projects to be a statutory fixed-charge
coverage run rate of approximately 1.3x. in 2004.

"Standard & Poor's continues to view Conseco as a somewhat fragile
enterprise, not yet fully in control of its own destiny," Mr.
Reichert added. The company remains under regulatory monitoring
regarding the level of monies that can be dividended to the
holding company from the insurance operations. Although Standard &
Poor's believes that management's sole focus on running Conseco's
insurance operations effectively should help bring stability to
the enterprise, further upgrades will be contingent upon
management establishing a track record of successfully executing
its plans for generating profitable, organic sales growth.

The ratings on CSH were lowered because of the excessive losses
this company continues to experience, primarily relating to its
acquired blocks of home healthcare business. An $86.8 million
reserve strengthening was taken in the third quarter, reducing
CSH's total adjusted capital to $55.4 million as of Sept. 30,
2003. The ratings are on CreditWatch negative to reflect Standard
& Poor's concerns about the ongoing viability of this entity.


CONSOLIDATED CONTAINER: Appoints Director of Mexico Operations
--------------------------------------------------------------
Consolidated Container Company has promoted Ricardo Vazquez to
Director of Operations in Mexico.

Senior Vice President of the Beverage and Industrial Container
Group, Bob Walton, said, "We believe this new structure will allow
us to be more responsive to the changing Mexico market. Creating
an environment where CCC will continue to be the quality leader in
20L polycarbonate bottles."

Consolidated Container Company has two polycarbonate manufacturing
facilities in Mexico. The company opened its second Mexico
facility in Irapuato in early 2003. The new facility houses 2
polycarbonate lines and partners with the company's existing
Mexico City facility which houses 6 lines to provide complete
coverage of the Mexico PC market.

Consolidated Container Company (S&P, B- Corporate Credit Rating,
Stable) is a leading U.S. developer, manufacturer and marketer of
blow-molded rigid plastic containers for the beverage, consumer
and industrial markets. The company was created in 1999 through
the merger of Reid Plastics Holdings with the domestic plastic
packaging operations of Suiza Foods Corporation.


COVANTA ENERGY: Court Approves Cross-Border Insolvency Protocol
---------------------------------------------------------------
Ottawa Senators Hockey Club Corporation and certain of its
affiliates, PricewaterhouseCoopers Inc. as Monitor for OSHCC's
Canadian Companies' Creditors Arrangement Act proceedings, and
The Covanta Energy Debtors, have determined that a procedural
framework would be agreed upon to address issues that are likely
to arise in connection with the claims adjudication process with
respect to the cross-border insolvency proceedings of the Debtors
and OSHCC -- the Cross-Border Protocol.  

The purpose of the Cross-Border Protocol is to protect the
interests of all creditors of the Debtors and of OSHCC wherever
located and to protect the integrity of the process by which the
Chapter 11 cases of the Debtors and the CCAA proceedings with
respect to OSHCC are administered.

Pursuant to the Cross-Border Protocol, the Parties stipulate
that:

   (1) Any claim against the Debtors will be filed, determined,
       valued and resolved in the United States Bankruptcy Court
       for the Southern District of New York, including a
       determination of the priority of that Claim.

       For the avoidance of doubt, any issue as to the priority
       among the Debtors' creditors, indebtedness owing by the
       Debtors to their creditors, or the existence, nature,
       validity or enforceability of a creditor's security over
       the assets of the Debtors, will be determined, valued and
       resolved in the New York Bankruptcy Court pursuant to U.S.
       law;

   (2) Any claim against OSHCC will be filed, determined, valued
       and resolved in the Ontario Superior Court of Justice,
       including a determination of the priority of that Claim.

       For the avoidance of doubt, any issue as to the priority
       among OSHCC's creditors, indebtedness owing by OSHCC to
       its creditors, or the existence, nature, validity or
       enforceability of a creditor's security over the assets of
       OSHCC, will be determined, valued and resolved in the
       Canadian Court pursuant to Canadian law;

   (3) If a Claim is asserted by the Debtors or OSHCC -- a
       Primary Claim -- then any applicable asserted right of
       set-off, recoupment or compulsory counterclaim, will be
       addressed by the Court in which the Primary Claim is
       addressed; and

   (4) Each Court will recognize or be deemed to have recognized
       the determination, valuation and resolution by the other
       Court of any claim covered by the Cross-Border Protocol,
       including the determination of any priority issues
       relating to the Claim.

Judge Chadwick of the Ontario Superior Court and Judge Blackshear
of the New York Bankruptcy Court approved the Cross-Border
Protocol. (Covanta Bankruptcy News, Issue No. 40; Bankruptcy
Creditors' Service, Inc., 215/945-7000)    


CWMBS INC: Fitch Maintains Junk Rating on Class B Notes
-------------------------------------------------------
Fitch has affirmed 2 classes from CWMBS Inc. mortgage pass-through
certificates, Series 2000-F:

CWMBS (IndyMac) 2000-F:

        -- Class CB-NB affirmed at 'AAA';
        -- Class B-1 affirmed at 'AA';
        -- Class B-2 rated 'A' remains on Rating Watch Negative;
        -- Class B-3 remains at 'CCC'.

The affirmations on the above classes reflect credit enhancement
consistent with future loss expectations. The negative rating
action for the B-2 class is taken due to the level of losses
incurred and the high delinquencies in relation to the applicable
credit support levels as of the October 2003 distribution date...


DEEP ELLUM DEVELOPMENT LTD: Voluntary Chapter 11 Case Summary
-------------------------------------------------------------
Debtor: Deep Ellum Development, Ltd.
        5001 Spring Valley Road
        1100 Providence Towers West
        Dallas, Texas 75244

Bankruptcy Case No.: 03-81709

Chapter 11 Petition Date: November 11, 2003

Court: Northern District of Texas (Dallas)

Judge: Steven A. Felsenthal

Debtor's Counsel: Gerrit M. Pronske, Esq.
                  Rakhee Patel, Esq.
                  Kirkpatrick and Lockhart, L.L.P.
                  2828 North Harwood Street,
                  Suite 1800
                  Dallas, TX 75201
                  Tel: 214-939-4900
                  Fax: 214-939-4949

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $10 Million to $50 Million


DELPHI FINANCIAL: A.M. Best Assigns Low-B Initial Debt Ratings
--------------------------------------------------------------
A.M. Best Co. has assigned a "bbb-" rating to the existing senior
debt of Delphi Financial Group, Inc. (NYSE: DFG) (New York, NY)
and a "bb+" rating to the capital securities issued by Delphi
Funding L.L.C.

Additionally, A.M. Best has affirmed the financial strength
ratings of A- (Excellent) on the group's core life insurance
subsidiaries, Reliance Standard Life Insurance Company (Chicago,
IL) and First Reliance Standard Life Insurance Company of NY (New
York, NY). The outlook for all of the ratings has been changed to
positive from stable.

The positive outlook reflects Reliance Standard's favorable and
consistent profitability over the last several years, its
established market position in its core small-to-mid sized
employee benefits market, improving capitalization and investment
quality and track record of consistent top line growth.

Reliance Standard has been able to successfully grow its core
group long-term disability and group life insurance business on a
profitable basis over the past five years. A.M. Best also notes
that the company has been able to maintain these positive trends
while the industry has been challenged by a combination of the
competitive nature of the business, a slow job market and the low
interest rate environment.

Favorable cash flow at Delphi Financial's principal insurance
company, Reliance Standard, has enabled a high level of dividends
to provide support for the debt service. Going forward, A.M. Best
expects that most future operating earnings will remain at the
operating company to allow for further expansion of its business.
The company's parent, Delphi Financial, has significantly reduced
its leverage due to the reduction of debt and preferred stock and
continues to demonstrate solid financial performance. Over the
medium term, A.M. Best anticipates modest financial leverage and
debt service coverage at 4 to 8 times.

These strengths are partially offset by the general vulnerability
of virtually all of Reliance Standard's business lines to the
economy and its exposure to various higher risk investments. A.M.
Best believes further weakening in the economy or a drop in
interest rates could negatively impact Reliance Standard's gain
from its disability business as well as the spreads on its asset
accumulation segment. However, the group's historical track record
of good performance and its improved investment profile lend some
comfort.

The financial strength ratings of A- (Excellent) have been
affirmed with a positive outlook for the following subsidiaries of
Delphi Financial Group, Inc.:

     -- Reliance Standard Life Insurance Company
     -- First Reliance Standard Life Insurance Company of New York

The following debt ratings have been assigned:

Delphi Financial Group, Inc. --

     -- "bbb-" on $143.8 million 8% senior unsecured notes, due
        May 2033

Delphi Funding LLC--

     -- "bb+" on $100 million 9.31% capital securities, due March
        2027

The following indicative ratings have been assigned to debt
securities available under shelf registration:

Delphi Financial Group, Inc. --

     -- "bbb-" senior debt
     -- "bb+" subordinated debt
     -- "bb+" preferred securities
     -- "bb" preferred stock


DII IND.: Halliburton Extends Debt Exchange Offer to December 12
----------------------------------------------------------------
Halliburton (NYSE: HAL) is extending until 5:00 p.m. New York City
time, on December 12, 2003, the expiration date of the offer by
Halliburton to issue its new 7.6% debentures due 2096 in exchange
for a like amount of 7.60% debentures due 2096 of its subsidiary,
DII Industries, LLC.  

As of 5:00 p.m., New York City time, on November 19, 2003, which
was the expiration date, as previously extended, for the exchange
offer, holders of approximately 97% of the outstanding DII
Industries debentures had tendered for exchange.

The exchange offer is being offered in connection with DII
Industries' solicitation of consents to amend the indenture
governing the DII Industries debentures.  As previously announced,
as of 5:00 p.m., New York City time, on October 24, 2003, the
consent payment deadline, DII Industries had received consents
from holders of more than 95% of the principal amount of
outstanding DII Industries debentures.  These consents have been
accepted and have become and remain irrevocable, and DII
Industries has amended the indenture governing its 7.6%
debentures.  The amendments will take effect when the exchange
offer is completed.  One of the remaining conditions to the
exchange offer and the effectiveness of the indenture amendment is
that all prerequisites shall have been satisfied for concluding
the proposed settlement of asbestos and silica claims of
Halliburton's subsidiaries.  Halliburton may further extend the
exchange offer until this and other conditions to the exchange
offer have been satisfied.  Holders tendering DII Industries
debentures may withdraw tendered debentures up until the extended
exchange offer expiration date.

The exchange offer and consent solicitation are subject to the
terms and conditions of the Offering Memorandum and Consent
Solicitation Statement dated October 9, 2003.  This announcement
amends and supplements the Offering Memorandum and the related
letter of transmittal with respect to the matters described above.  
All other terms and conditions of the Offering Memorandum and the
related letter of transmittal remain in full force and effect.


DLJ COMMERCIAL: Fitch Affirms Various Series 1999-CG2 Ratings
-------------------------------------------------------------
Fitch Ratings affirms DLJ Commercial Mortgage Corp's pass-through
certificates, series 1999-CG2 as follows:

        -- $146.5 million class A-1A at 'AAA';
        -- $890.2 million class A-1B at 'AAA';
        -- Interest-only class S at 'AAA';
        -- $69.8 million class A-2 at 'AA';
        -- $81.4 million class A-3 at 'A';
        -- $19.4 million class A-4 at 'A-';
        -- $58.1 million class B-1 at 'BBB';
        -- $23.3 million class B-2 at 'BBB-';
        -- $38.8 million class B-3 at 'BB+';
        -- $31.0 million class B-4 at 'BB';
        -- $15.5 million class B-5 at 'BB-';
        -- $19.4 million class B-6 at 'B+';
        -- $15.5 million class B-7 at 'B';
        -- $15.5 million class B-8 at 'B-'.

The $30.2 million class C certificates are not rated by Fitch
Ratings.

The rating affirmations reflect consistent loan performance and
minimal reduction of the pool collateral balance since issuance.
As of the November distribution date, the transaction's aggregate
collateral balance had been reduced by 5.8%, to $1.45 billion from
$1.55 billion at issuance. To date, the transaction has realized
losses totaling approximately $1 million resulting from the
liquidation of four loans.

GEMSA Loan Services, L.P., the master servicer, collected year-end
2002 financials for 99% of the pool. The weighted average debt
service coverage ration for those properties is 1.50 times versus
1.45x at issuance. Eight loans (3%) are currently in special
servicing. The largest specially serviced loan (1.4%) is a
multifamily property located in Marietta, Georgia and is currently
real estate owned. The property has suffered from structural
deterioration and deferred maintenance. There are currently 18
unleasable units infected with mold and two additional units are
offline as a result of fire damage.

The trust took title to the property through a deed-in-lieu of
foreclosure structured as a purchase and sale agreement. The
second largest specially serviced loan (0.5%) is a multifamily
property located in Fort Worth, Texas and is currently 30 days
delinquent. The loan transferred to special servicing due to the
borrower's request for a 4-month moratorium of payments due to
cash flow problems at the property.

Fitch Ratings analysis' took into account the specially serviced
loans, watchlisted loans and other loans of concern applying
various stress scenarios. Based on this analysis, subordination
levels remained sufficient to affirm the ratings.


EL PASO CORP: Prices 8.8M Common Stock Share Public Offering
------------------------------------------------------------
El Paso Corporation (NYSE: EP) has priced an offering of
approximately 8.8 million shares of common stock at a public
offering price of $5.95 per share.  The offering is expected to
close on or about November 24, 2003.

The proceeds from the offering will total approximately $53
million and will be deposited for the benefit of the settling
parties as part of our Western Energy Settlement obligations.

The joint book running managers for the offering were J.P. Morgan
Securities Inc. and Deutsche Bank Securities Inc.  Copies of the
prospectuses relating to the offerings may be obtained from J.P.
Morgan Securities Inc, Chase Distribution and Support Services, 1
Chase Manhattan Plaza, Floor 5B, New York, NY 10081, e-mail
Addressing.Services@jpmchase.com or from Deutsche Bank Securities
Inc., 60 Wall Street, Fourth Floor, New York, NY 10005.

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


EL PASO: Amends Exchange Offer for 9.00% Equity Security Units
--------------------------------------------------------------
El Paso Corporation (NYSE: EP) has amended its exchange offer for
all of its 9.00% Equity Security Units dated October 24, 2003.  

The Amended and Restated Confidential Offering Memorandum has been
updated to include El Paso's third quarter financial information
as reported on Form 10-Q and certain additional factors relating
to the exchange offer.  El Paso has not amended or otherwise
changed the consideration being offered for the Units. El Paso has
extended the expiration date of the exchange offer to Wednesday,
December 3, 2003.  In accordance with the terms and subject to the
conditions of the exchange offer, El Paso is continuing to offer
to exchange for each Unit validly tendered and not properly
withdrawn, (1) 2.5063 shares of its common stock and (2) cash in
the amount of $9.70.  Fractional shares will not be issued in the
exchange.  The exchange offer is being made pursuant to Section
3(a)(9) of the Securities Act of 1933, as amended.

Each Unit currently consists of a purchase contract to purchase at
a price of $50, a maximum of 2.5063 shares of El Paso common stock
on August 16, 2005 and a senior note with a principal amount of
$50 that is due on August 16, 2007.  The senior note is pledged to
El Paso to secure the holder's obligation to purchase shares of
common stock under the purchase contract.

The exchange offer for the Units will expire at 5:00 p.m. New York
City time, on December 3, 2003, unless the offer is extended by El
Paso.  The withdrawal rights will also expire at 5:00 p.m. New
York City time, on the expiration date.

The exchange offer is conditioned upon the valid tender of at
least 5,750,000 Units, which represents 50 percent of the
outstanding Units outstanding as of October 23, 2003.

The exchange agent for the exchange offer is The Bank of New York.  
The information agent for the exchange offer is D.F. King & Co.,
Inc.  Additional information concerning the terms of the exchange
offer and copies of the Amended and Restated Confidential Offering
Memorandum and related documents, which describe the exchange
offer in greater detail, may be obtained from D.F. King & Co. at
(212) 269-5550 (banks and brokers) or (800) 431-9633 (all
others).

The company's board of directors is not making any recommendation
to holders of Units as to whether or not they should tender any
Units pursuant to the exchange offer.

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


ELBIT VISIONS: Court Approves Plan of Arrangement for Investment
----------------------------------------------------------------
Elbit Vision Systems Ltd. (NASDAQ SC:EVSN) announced that the
Haifa District Court approved the previously announced plan of
arrangement between the Company and its shareholders, which had
been approved overwhelmingly by the Company's shareholders on
October 13, 2003.

The approval of the court brought to an end the proceedings which
misled the Company's shareholders into thinking that it had filed
for bankruptcy.

According to the plan of arrangement the previous commitment of
Altro Warenhandelsgesembh, EVS's major shareholder, to invest in
EVS is to be replaced by an investment of $700,000 by Altro for
the purchase of 2 million ordinary shares of the Company, and a
warrant distribution to all EVS's shareholders (with the exception
of Altro) of approximately 4,000,000 four-year warrants to
purchase the Company's ordinary shares at a price of $0.35 per
share.

Zami Aberman, EVS's CEO said: "We are delighted with the District
Court's approval the arrangement, which is beneficial to all of
the Company's shareholders. The additional funds to be invested in
the Company will have a major impact on ensuring the Company's
continued growth."

Elbit Vision Systems Ltd. -EVS- designs, develops, manufactures,
markets and supports automatic quality monitoring and inspection
systems for the global industries. EVS is a public held company
headquartered in Yokne'am, Israel, with offices in the United
States, Europe and Asia.


ELBIT VISION: Securities Delisted from Nasdaq SmallCap Market
-------------------------------------------------------------
Elbit Vision Systems Ltd. (Nasdaq:EVSN) announced that the company
received a NASDAQ Staff Determination on November 17, 2003
indicating that the company fails to comply with the minimum
stockholders' equity requirement, for continued listing set forth
in Marketplace Rule 4320(a)(2) and that its securities, therefore,
were delisted from the Nasdaq SmallCap Market at the opening of
business on November 19, 2003.

The Company shall be applying for immediate registration of its
shares on the OTC Bulletin Board. The Company intends to appeal
the decision of the Panel to the Nasdaq Listing Council.

Zami Aberman, EVS's CEO said, "The company believes that the
Panel's decision was based on mistakes of fact, and we have
therefore applied for a review by the Listing Council."

Elbit Vision Systems Limited designs, develops, manufactures,
markets and supports automatic optical inspection and quality
monitoring systems for the textile and the non-woven industries.
The Company's systems, marketed under the brand I-TEX(TM) and
PRINTEX(TM), are designed to increase the accuracy, consistency
and speed of detecting and identifying defects in the
manufacturing process in order to improve product quality and
increase production efficiency.


ENRON CORP: Claims Classification & Treatment Under Amended Plan
----------------------------------------------------------------
The Second Amended Plan proposed by Enron and its Creditors'
Committee revises the Claims Classification and Treatment section
to include the New Debtors and revise their computations based on
updated information.  The Second Amended Plan provides:

Class  Type of Claim   Estimate  Claim Treatment  
-----  -------------   --------  ---------------  
N/A   Administrative   100%     Payment in full, in cash  
       Expense Claims  
                       $3.338M   Unimpaired; not entitled to  
                         to      vote.  
                       $4.080M

N/A   Priority Tax     100%     At the Debtors' option, either:  
       Claims  
                                 (a) pay in full in cash,  

                                 (b) paid over a six-year period  
                                     from the date of assessment  
                                     with interest at a rate to  
                                     be determined by the Court,  
                                     or  
  
                                 (c) as mutually agreed by the  
                                     Claim holder and the  
                                     Debtors.  
  
                                 Unimpaired; not entitled to  
                                 vote.  
  
   1   Priority         100%     Payment in full, in cash  
       Non-Tax Claims  
                                 Unimpaired; not entitled to  
                                 vote.  
  
   2   Secured Claims   100%     At the Debtors' option, either:  
  
                                 (a) the payment in full, in  
                                     Cash;  
  
                                 (b) the sale or disposition  
                                     proceeds of the property  
                                     securing any Allowed  
                                     Secured Claim to the extent  
                                     of the value of their  
                                     interests in the property;  
  
                                 (c) the surrender to the Claim  
                                     holder of the property  
                                     securing the Claim; or  
  
                                 (d) other distributions as  
                                     will be necessary to  
                                     satisfy the requirements of  
                                     Bankruptcy Code.  
  
                                 Unimpaired; not entitled to  
                                 vote.  
  
       General                     
       Unsecured Claims  
       Against:                    

   3   -- EMCC           30.8%   Distribution of:          
   4   -- ENE            17.2%     
   5   -- ENA            19.8%   (a) Pro Rata Share of the
   6   -- EPMI           22.6%        Distributive Assets   
   7   -- PBOG           75.6%        attributable to that       
   8   -- SSLC           13.3%        particular Debtor; and  
   9   -- EBS            12.1%          
  10   -- EESO           16.1%   (b) Pro Rata Share of 12,000,000  
  11   -- EEMC           24.0%        Litigation Trust Interest
  12   -- EESI           19.6%        and 12,000,000 Special  
  13   -- EES            22.6%        Litigation Trust Interests.  
  14   -- ETS            75.7%  
  15   -- BAM             5.7%        Impaired; entitled to vote.  
  16   -- ENA Asset       5.7%  
           Holdings  
  17   -- EGLI           11.2%  
  18   -- EGM             5.7%  
  19   -- ENW            14.9%  
  20   -- EIM             5.7%  
  21   -- OEC            15.0%  
  22   -- EECC           17.1%  
  23   -- EEOSC           5.7%  
  24   -- Garden State    5.7%  
  25   -- Palm Beach      5.7%  
  26   -- TSI            15.8%  
  27   -- EEIS           17.7%  
  28   -- EESOMI         47.1%  
  29   -- EFSI           11.8%  
  30   -- EFM            21.3%  
  31   -- EBS LP          8.9%  
  32   -- EESNA          12.5%  
  33   -- LNG Mktg.      75.7%  
  34   -- Calypso        75.7%  
  35   -- Global LNG     75.7%  
  36   -- EIFM            5.7%  
  37   -- ENGMC          23.6%  
  38   -- ENA Upstream    5.8%  
  39   -- ELFI           10.1%  
  40   -- LNG Shipping    5.7%  
  41   -- EPSC            7.6%  
  42   -- ECTRIC         25.6%  
  43   -- Communications 19.2%  
           Leasing  
  44   -- Wind           4.98%  
  45   -- Wind Systems   45.5%  
  46   -- EWESC          62.1%  
  47   -- Wind            5.7%  
           Maintenance  
  48   -- Wind           34.8%  
           Constructors  
  49   -- EREC I         45.5%  
  50   -- EREC II        34.8%  
  51   -- EREC III       62.1%  
  52   -- EREC IV         5.7%  
  53   -- EREC V         40.9%  
  54   -- Intratex        5.7%  
  55   -- EPPI            5.7%  
  56   -- Methanol        5.7%  
  57   -- Ventures       14.7%  
  58   -- Enron           5.7%  
           Mauritius  
  59   -- India Holdings  5.7%  
  60   -- OPP            75.7%  
  61   -- NETCO          75.7%  
  62   -- EESSH          40.8%  
  63   -- Wind Dev't.    75.3%  
  64   -- ZWHC            5.7%  
  65   -- Zond Pacific    5.7%  
  66   -- ERAC           22.8%  
  67   -- NEPCO           5.7%  
  68   -- EPICC           5.7%  
  69   -- NEPCO Power     5.7%  
           Procurement  
  70   -- NEPCO Services  5.7%  
  71   -- San Juan Gas    5.7%  
  72   -- EBF LLC        75.7%  
  73   -- Zond            7.3%  
           Minnesota  
  74   -- EFII           20.5%  
  75   -- E Power        46.4%  
           Holdings  
  76   -- EFS-CMS         5.7%  
  77   -- EMI            11.6%  
  78   -- Expat Services 23.6%  
  79   -- Artemis        17.7%  
  80   -- CEMS           20.7%  
  81   -- LINGTEC        11.0%  
  82   -- EGSNVC          7.0%  
  83   -- LGMC            8.7%  
  84   -- LRC            15.9%  
  85   -- LGMI           13.5%  
  86   -- LRCI           15.2%  
  87   -- ECG             5.7%  
  88   -- EnRock Mngt.   75.7%  
  89   -- ECI Texas      75.7%  
  90   -- EnRock         44.4%  
  91   -- ECI Nevada     23.6%  
  92   -- Alligator       5.7%  
           Alley  
  93   -- Enron Wind      5.7%  
           Storm Lake I  
  94   -- ECTMI          75.7%  
  95   -- EnronOnline    16.5%  
           LLC  
  96   -- St. Charles     5.7%  
           Development  
  97   -- Calcasieu       5.7%  
  98   -- Calvert City    5.7%  
           Power  
  99   -- Enron ACS       5.7%  
100   -- LOA            39.8%  
101   -- ENIL            6.9%  
102   -- EI              5.7%  
103   -- EINT           11.8%  
104   -- EMDE            7.5%  
105   -- WarpSpeed       5.7%  
106   -- Modulus        75.7%  
107   -- ETI             5.7%  
108   -- DSG             5.7%  
109   -- RMTC           75.7%  
110   -- Omicron         5.7%  
111   -- EFS I          54.9%  
112   -- EFS II          5.7%  
113   -- EFS III        75.7%  
114   -- EFS V          75.7%  
115   -- EFS VI         75.7%  
116   -- EFS VII         5.7%  
117   -- EFS IX         75.7%  
118   -- EFS X           5.7%  
119   -- EFS XI          5.9%  
120   -- EFS XII         9.4%  
121   -- EFS XV          5.7%  
122   -- EFS XVII       75.7%  
123   -- Jovinole        5.7%  
124   -- EFS Holdings   18.5%  
125   -- EOS            21.7%  
126   -- Green Power    48.4%  
127   -- TLS            24.3%  
128   -- ECT Securities  9.6%  
           Limited  
           Partnership  
129   -- ECT Securities  5.7%  
           LP  
130   -- ECT Securities  5.7%  
           GP  
131   -- KUCC Cleburne   5.7%  
132   -- EIAM           75.7%  
133   -- EBPHXI          5.7%  
134   -- EHC            75.7%  
135   -- EDM            75.7%  
136   -- EIKH           75.7%  
137   -- ECHVI           5.7%  
138   -- EIAC           75.7%  
139   -- EBPIXI          5.7%  
140   -- Paulista        5.7%  
141   -- EPCSC          75.7%  
142   -- Pipeline        5.7%  
           Services  
143   -- ETPC           75.7%  
144   -- ELSC           75.7%  
145   -- EMMS            8.1%  
146   -- ECFL           75.7%  
147   -- EPGI           75.7%  
148   -- Transwestern   75.7%  
           Gathering  
149   -- Enron          75.7%  
           Gathering  
150   -- EGP             5.8%  
151   -- EAMR            5.7%  
152   -- EBP I          21.8%  
153   -- EBHL           11.9%  
154   -- Enron Wind      5.7%  
           Storm Lake II  
155   -- EREC            9.4%  
156   -- EA III         21.0%  
157   -- EWLB           27.4%  
158   -- SCC            19.7%  
159   -- EFS IV         27.2%  
160   -- EFS VIII       42.8%  
161   -- EFS XIII       75.7%  
162   -- ECI             9.7%  
163   -- EPC            31.2%  
164   -- Richmond        5.7%  
           Power  
165   -- ECTSVC         12.7%  
166   -- EDF            20.1%  
167   -- ACFI           13.6%  
168   -- TPC            75.7%  
169   -- APACHI         33.0%  
170   -- EDC            17.6%  
171   -- ETP            75.7%  
172   -- NSH            75.7%  
173   -- Enron South    25.7%  
           America  
174   -- EGPP           56.2%  
175   -- Cabazon        75.7%
           Power
176   -- Cabazon        75.7%
           Holdings
177   -- Enron          16.4%
           Caribbean
178   -- Victory         5.7%
           Garden
179   -- Oswego Cogen    8.4%
180   -- EEPC           19.0%  
181   -- PGH            54.8%   Distributions of Pro Rata Share  
182   -- PTC             0.0%   of the Portland Creditor Cash

183   Enron              0%     Distributions of:  
       Subordinated  
       Debenture                 (a) Pro Rata Share of the  
       Claims                        Distributive Assets  
                                     attributable to ENE; and  
  
                                 (b) Pro Rata Share of 12,000,000  
                                     Litigation Trust Interest  
                                     and 12,000,000 Special  
                                     Litigation Trust Interests;  
                                     Subject to subordination  
                                     Rights of senior debts.  
  
                                 Impaired; not entitled to vote.

184   Enron TOPRS       0%      Distribution of:
       Debenture             
       Claims                    (a) Pro Rata Share of the  
                                     Distributive Assets  
                                     attributable to ENE; and  
  
                                 (b) Pro Rata Share of 12,000,000  
                                     Litigation Trust Interest  
                                     and 12,000,000 Special  
                                     Litigation Trust Interests;  
                                     Subject to subordination  
                                     Rights of senior debts.  
  
                                 Impaired; not entitled to vote.  
  
185   Enron Guaranty    14.3%   Distributions of Pro Rata Share  
       Claims                    of the Enron Guaranty  
                                 Distributive Assets.  
  
                                 Impaired; entitled to vote.  
  
186   Wind Guaranty     38.1%   Distributions of Pro Rata Share  
       Claims                    of the Wind Guaranty  
                                 Distributive Assets.  
  
                                 Impaired; entitled to vote.  

187   ENA Guaranty      17.0%   Distributions of Pro Rata Share  
       Claims                    of the ENA Guaranty  
                                 Distributive Assets.  
  
                                 Impaired; entitled to vote.  

188   ACFI Guaranty     10.7%   Distributions of Pro Rata Share  
       Claims                    of the ACFI Guaranty  
                                 Distributive Assets.  
  
                                 Impaired; entitled to vote.  

189   EPC Guaranty      28.4%   Distributions of Pro Rata Share  
       Claims                    of the EPC Guaranty  
                                 Distributive Assets.  
  
                                 Impaired; entitled to vote.  

190   Intercompany    variable  Distributions of Pro Rata Share  
       Claims                    of the Intercompany Guaranty  
                                 Distributive Assets.  
  
                                 Impaired; not entitled to vote.  
  
       Convenience               Payment in cash of the amount  
       Claims against:           of the Convenience Claim  
191   -- EMCC           27.7%   Distribution Percentage against  
192   -- ENE            15.5%   the particular Debtor.  
193   -- ENA            17.8%  
194   -- EPMI           20.4%   Impaired; entitled to vote.  
195   -- PBOG           68.0%  
196   -- SSLC           11.9%  
197   -- EBS            10.9%  
198   -- EESO           14.5%  
199   -- EEMC           21.6%  
200   -- EESI           17.7%  
201   -- EES            20.3%  
202   -- ETS            68.1%  
203   -- BAM             5.1%  
204   -- ENA Asset       5.1%  
           Holdings  
205   -- EGLI           10.1%  
206   -- EGM             5.1%  
207   -- ENW            13.4%  
208   -- EIM             5.1%  
209   -- OEC            13.5%  
210   -- EECC           15.4%  
211   -- EEOSC           5.1%  
212   -- Garden State    5.1%  
213   -- Palm Beach      5.1%  
214   -- TSI            14.2%  
215   -- EESI           15.9%  
216   -- EESOMI         42.4%  
217   -- EFSI           10.6%  
218   -- EFM            19.1%  
219   -- EBS LP          8.0%  
220   -- EESNA          11.3%  
221   -- LNG Marketing  68.1%  
222   -- Calypso        68.1%  
223   -- Global LNG     68.1%  
224   -- EIFM            5.1%  
225   -- ENGMC          21.3%  
226   -- ENA Upstream    5.2%  
227   -- ELFI            9.1%  
228   -- LNG Shipping    5.1%  
229   -- EPSC            6.8%  
230   -- ECTRIC         23.0%  
231   -- Communications 17.3%  
           Leasing  
232   -- Wind           33.8%  
233   -- Wind Systems   41.0%  
234   -- EWESC          55.9%  
235   -- Wind            5.1%  
           Maintenance  
236   -- Wind           31.3%  
           Constructors  
237   -- EREC I         41.0%  
238   -- EREC II        31.3%  
239   -- EREC III       55.9%  
240   -- EREC IV         5.1%  
241   -- EREC V         36.8%  
242   -- Intratex        5.1%  
243   -- EPPI            5.1%  
244   -- Methanol        5.1%  
245   -- Ventures       13.2%  
246   -- Enron           5.1%  
           Mauritius  
247   -- India           5.1%  
           Holdings  
248   -- OPP            68.1%  
249   -- NETCO          68.1%  
250   -- EESSH          36.8%  
251   -- Wind Dev't.    67.8%  
252   -- ZWHC            5.1%  
253   -- Zond Pacific    5.1%  
254   -- ERAC           20.5%  
255   -- NEPCO           5.1%  
256   -- EPICC           5.1%  
257   -- NEPCO Power     5.1%  
           Procurement  
258   -- NEPCO Serv.     5.1%  
           International  
259   -- San Juan Gas    5.1%  
260   -- EBF LLC        68.1%  
261   -- Zond            6.6%  
           Minnesota  
262   -- EFII           18.5%  
263   -- E Power        41.7%  
           Holdings  
264   -- EFS-CMS         5.1%  
265   -- EMI            10.5%  
266   -- Expat Serv.    21.3%  
267   -- Artemis        16.0%  
268   -- CEMS           18.6%  
269   -- LINGTEC         9.9%  
270   -- EGSNVC          6.3%  
271   -- LGMC            7.9%  
272   -- LRC            14.4%  
273   -- LGMI           12.1%  
274   -- LRCI           13.7%  
275   -- ECG             5.1%  
276   -- EnRock Mngt.   68.1%  
277   -- ECI Texas      68.1%  
278   -- EnRock         40.0%  
279   -- ECI Nevada     21.3%  
280   -- Alligator       5.1%  
           Alley  
281   -- Enron Wind      5.1%  
           Storm Lake I  
282   -- ECTMI          68.1%  
283   -- EnronOnline    14.9%  
           LLC  
284   -- St. Charles     5.1%  
           Development  
285   -- Calcasieu       5.1%  
286   -- Calvert City    5.1%  
           Power  
287   -- Enron ACS       5.1%  
288   -- LOA            35.8%  
289   -- ENIL            6.2%  
290   -- EI              5.1%  
291   -- EINT           10.6%  
292   -- EMDE            6.8%  
293   -- WarpSpeed       5.1%  
294   -- Modulus        68.1%  
295   -- ETI             5.1%  
296   -- DSG             5.1%  
297   -- RMTC           68.1%  
298   -- Omicron         5.1%  
299   -- EFS I          49.4%  
300   -- EFS II          5.1%  
301   -- EFS III        68.1%  
302   -- EFS V          68.1%  
303   -- EFS VI         68.1%  
304   -- EFS VII         5.1%  
305   -- EFS IX         68.1%  
306   -- EFS X           5.1%  
307   -- EFS XI          5.3%  
308   -- EFS XII         8.5%  
309   -- EFS XV          5.1%  
310   -- EFS XVII       68.1%  
311   -- Jovinole        5.1%  
312   -- EFS Holdings   16.6%  
313   -- EOS            19.5%  
314   -- Green Power    43.6%  
315   -- TLS            21.9%  
316   -- ECT Securities  8.6%  
           Limited  
           Partnership  
317   -- ECT Securities  5.1%  
           LP  
318   -- ECT Securities  5.1%  
           GP  
319   -- KUCC Cleburne   5.1%  
320   -- EIAM           68.1%  
321   -- EBPHXI          5.1%  
322   -- EHC            68.1%  
323   -- EDM            68.1%  
324   -- EIKH           68.1%  
325   -- ECHVI           5.1%  
326   -- EIAC           68.1%  
327   -- EBPIXI          5.1%  
328   -- Paulista        5.1%  
329   -- EPCSC          68.1%  
330   -- Pipeline        5.1%  
           Services  
331   -- ETPC           68.1%  
332   -- ELSC           68.1%  
333   -- EMMS            7.2%  
334   -- ECFL           68.1%  
335   -- EPGI           68.1%  
336   -- Transwestern   68.1%  
           Gathering  
337   -- Enron          68.1%  
           Gathering  
338   -- EGP             5.2%  
339   -- EAMR            5.1%  
340   -- EBP-I          19.7%  
341   -- EBHL           10.7%  
342   -- Enron Wind      5.1%  
           Storm Lake II  
343   -- EREC            8.5%  
344   -- EA III         18.9%  
345   -- EWLB           24.6%  
346   -- SCC            17.7%  
347   -- EFS IV         24.5%  
348   -- EFS VIII       38.5%  
349   -- EFS XIII       68.1%  
350   -- ECI             8.7%  
351   -- EPC            28.1%  
352   -- Richmond        5.1%  
           Power  
353   -- ECTSVC         11.4%  
354   -- EDF            18.1%  
355   -- ACFI           12.2%  
356   -- TPC            68.1%  
357   -- APACHI         29.7%  
358   -- EDC            15.8%  
359   -- ETP            68.1%  
360   -- NHS            68.1%  
361   -- Enron South    23.2%  
           America  
362   -- EGPP           50.6%  
363   -- PGH            49.3%  
364   -- PTC             0%  
365   -- Enron          12.9%    
           Guaranty
366   -- Wind           34.3%  
           Guaranty
367   -- Cabazon Power  68.1%
368   -- Cabazon        68.1%   
           Holdings  
369   -- Enron          14.7%
           Caribbean
370   -- Victory         5.1%
           Garden
371   -- Oswego Cogen    7.6%
372   -- EEPC           17.1
373   -- ENA Guaranty   15.3%
374   -- ACFI Guaranty   9.6%
375   -- EPC Guranty    25.5%
  
376   Subordinated       0%     No distribution.
  to   Claims                    Impaired; not entitled to vote.  
382  
  
383   Enron Preferred    0%     No distribution.  
       Equity Interests          Impaired; not entitled to vote.  
  
384   Enron Common       0%     No distribution.  
       Equity Interests          Impaired; not entitled to vote.  
  
385   Other Equity       0%     No distribution  
       Interests                 Impaired; not entitled to vote.  
  
Any holders of an Allowed General Unsecured Claims against ENA,
EPMI, EGLI, EGM, EIM, ENGMC, ENA Upstream, ECTRIC and ERAC may
elect to receive its pro rata share of $125,000,000 in lieu of
all or a portion of the Plan Securities to which the holder is
otherwise entitled to receive pursuant to the Plan.  In the event
that any holder elects to receive the additional cash
distribution:

   (a) the holder's distribution of Plan Securities will be
       reduced on a dollar-for-dollar basis; and

   (b) distributions of Plan Securities to be made to holders of
       Allowed General Unsecured Claims against ENE will be
       increased on a dollar-for-dollar basis.

The election must be made on the Ballot and be received by the
Debtors on or prior to the Ballot Date.  Any election made after
the Ballot Date will not be binding on the Debtors unless the
Ballot Date is expressly waived, in writing, by the Debtors;
provided, however, that, under no circumstances, may the Debtors'
waiver occur on or after the Effective Date.

Any holder of an Allowed General Unsecured Claim whose Allowed
General Unsecured Claim other than (i) an Enron Senior Notes
Claim, (ii) an Enron Subordinated Debenture Claim, (iii) an ETS
Debenture Claim, (iv) an ENA Debenture Claim and (v) any other
General Unsecured Claim that is a component of a larger General
Unsecured Claim, portions of which may be held by such or
any other holder is more than $50,000, and who elects to reduce
the amount of the Allowed Claim to $50,000, will, at the holder's
option, be entitled to receive, based on the Allowed Claim as so
reduced, distributions pursuant to Article XVI of the Plan.  The
election must be made on the Ballot and be received by the
Debtors on or prior to the Ballot Date.  (Enron Bankruptcy News,
Issue No. 87; Bankruptcy Creditors' Service, Inc., 215/945-7000)


EXIDE: Secures Court Approval to Hire Chicago Partners as Expert
----------------------------------------------------------------
Exide Technologies and its debtor-affiliates obtained permission
from the Court to employ Chicago Partners LLC as an Expert, nunc
pro tunc to September 10, 2003.  

Chicago Partners principal, Keith Bockus, Ph.D., will advise the
Debtors and their  professionals on the solvency of the Debtors as
of September 2002 as well as the value of the collateral pledged
under the 2000 credit agreement and subsequent amendments.

According to Matthew N. Kleiman, Esq., at Kirkland & Ellis LLP,
in Chicago, Illinois, Mr. Bockus will be paid $350 per hour for
his services.  Another Chicago Partners principal, Jonathan I.
Arnold, will be paid $450 per hour.  Other Chicago Partners will
be compensated at these hourly rates:

          Other Professionals       $225 - 300 per hour
          Research Assistants         70 - 180 per hour

The Debtors' estates will reimburse Chicago Partners for actual,
reasonable out-of-pocket expenses related to the services
provided to the Debtors.  The expenses may include, among other
things, travel and lodging expenses, third party vendor costs and
other customary expenditures. (Exide Bankruptcy News, Issue No.
34; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FANSTEEL INC: Delaware Bankr. Court Confirms Reorganization Plan
----------------------------------------------------------------
Fansteel Inc. (Pinksheets: FNSTQ) announced that the United States
District Court for the District of Delaware, the court responsible
for overseeing the Company's Chapter 11 case at a hearing
conducted on November 17, 2003 confirmed the Company's amended
joint reorganization plan filed with the Bankruptcy Court on
September 18, 2003.

The Honorable Judge Joseph J. Farnan, Jr. overruled the only
objection to the Plan, raised by the State of Oklahoma, and
concluded that all necessary requirements of the Bankruptcy Code
have been met to warrant confirmation of the Plan and to implement
the Company's reorganization.  The Plan was the result of more
than a year of negotiations among numerous interested parties,
including the Nuclear Regulatory Commission, the Pension Benefit
Guarantee Corporation, the EPA and the Creditors Committee, who
reached the consensus embodied in the Plan (and supported
overwhelmingly by almost all voting creditors), which was
described by Judge Farnan as one of the few Chapter 11 cases which
was a "win win for all". The Company's full attention will now be
focused on completing the remaining tasks of its restructuring and
implementing and effectuating the various transactions
contemplated by the Plan.  The Company currently anticipates that
the Plan will be effective before year-end.  When the Plan becomes
effective, Fansteel will emerge from the Chapter 11 bankruptcy as
a solvent, financially rehabilitated company.

"We are extremely pleased with the court's approval of the Plan,"
stated Gary Tessitore, Fansteel's President and Chief Executive.  
"The Plan provides for substantial recovery to Fansteel's
unsecured creditors, retains value for our existing equity holders
and provides for the funding for remediation of its environmental
obligations.  We are looking forward to emerging from Chapter 11
protection as a stronger, more competitive organization focused on
Fansteel's future."

Reorganized Fansteel will consist of four operating businesses:
Intercast, American Sintered Technologies, Washington Mfg., and
Wellman Dynamics. Intercast is an investment casting foundry with
its principal operations in Reynosa Mexico.  American Sintered
Technologies manufactures powdered metal components in Emporium
PA. Washington Mfg. produces special wire forms in Washington IA.  
Wellman is an aerospace sand casting foundry located in Creston IA
that produces magnesium and aluminum castings.  Intercast,
American Sintered Technologies and Washington Mfg. serve a variety
of industrial markets including automotive with heavy
concentration on the truck market, lawn and garden, appliance,
electrical, flow control, and hardware.   Wellman primarily serves
the aerospace market, both military and commercial.

Reorganized Fansteel will also consist of four special purpose
subsidiaries to remediate environmental obligations at
discontinued operations located at Muskogee OK, North Chicago, IL,
Waukegan, IL and Lexington, KY.

As part of the Plan, Fansteel sold three of its operating
businesses to provide cash distributions to its unsecured
creditors.  Two of its operations, Hydro Carbide and California
Drop Forge, were sold to HBD Industries.  The sale closed on
November 7, 2003.  The third business, VR/Wesson Plantsville, will
be sold to Capital Recoveries Group with the sale expected to
close on December 18, 2003.  The cash distributions to general
unsecured creditors, subject to the effects of ongoing claims
adjudication, is estimated to provide a recovery of at least 50%.

The general unsecured creditors will also receive 55% stock
ownership of Reorganized Fansteel.  The Pension Benefit Guarantee
Corporation will receive approximately 22% (including 2% for their
participation as a general unsecured creditor) of the stock of
Reorganized Fansteel as part of the settlement of their claim
related to the under-funding of the Consolidated Pension Plan.
The Old Common Stock Shareholders will receive 25% of the stock of
Reorganized Fansteel.  All of the new shareholders will be subject
to 5% dilution for an employees stock option plan, also approved
as part of the confirmation.

As previously reported, on January 15, 2002, Fansteel Inc. and its
U.S. subsidiaries filed voluntary petitions for reorganization
relief under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court in Wilmington, Delaware. The
cases were assigned to the Honorable Judge Joseph J. Farnan, Jr.
and were jointly administered under Case Number 02-10109.  The
Company and its U.S. subsidiaries filed their amended joint
reorganization Plan and first amended disclosure statement on
September 18, 2003.  The Bankruptcy Court approved the first
amended disclosure statement on September 30, 2003.


FINOVA: Lehman Seeks Payment of Unsec. Claim against Finova Loan
----------------------------------------------------------------
Pursuant to the Declaratory Judgment Act, 28 U.S.C. Sections 2201
and 2202, the Court's August 10, 2001 Plan Confirmation Order,
and Sections 105 and 1142 of the Bankruptcy Code, Lehman
Commercial Paper, Inc. asks the Court to compel the Reorganized
Finova Debtors to pay its unsecured claim against Debtor Finova
Loan Administration in full after the claim is finally liquidated.

To preserve its right to the payment, Lehman also asks the Court
to enjoin the Reorganized Debtors from making further payments to
Leucadia National Corporation or Berkadia LLC for the amounts
that may be due to these companies until Lehman's $9,082,288
claim is placed in escrow.

Raymond H. Lemisch, Esq., at Adelman Lavine Gold and Levin, in
Wilmington, Delaware, tells the Court that in connection with the
Reorganized Debtors' comprehensive restructuring transaction,
Berkadia, a joint venture of Berkshire Hathaway Inc., and
Leucadia, proposed to make a $6,000,000,000 loan to Finova
Capital Corporation, the Reorganized Debtors' operating and
management company.  The Loan is to repay the Reorganized
Debtors' unsecured creditors, including Lehman, in full with
postpetition interest.  The Court's approval of the Plan then
obligated the Reorganized Debtors to transfer funds and
securities between and among themselves as they determine to be
necessary or appropriate to enable each Reorganized Debtor to
satisfy its obligations under the Plan.

According to Mr. Lemisch, the Reorganized Debtors, who are now
under the control of Leucadia and Berkadia, are claiming that no
purpose can be served to liquidate Lehman's unsecured claim
against Finova Loan since there are insufficient assets in Finova
Loan's possession to pay Lehman's claim regardless of the amount.  
Because the Reorganized Debtors do not have the right to violate
the Plan's express full payment provisions, Mr. Lemisch contends
that the Reorganized Debtors should be required to transfer
sufficient funds to Finova Loan from the other Reorganized
Debtors' estates to make full payment to Lehman.

Pursuant to a servicing agreement dated December 31, 1999, Finova
Loan agreed to service a portfolio of 2,673 financing contracts
having a $153,000,000 value that Lehman acquired from T&W
Financial Services, Inc.  Before December 31, 1999, the Contracts
were serviced by T&W.

Mr. Lemisch explains that Lehman hired Finova Loan because of its
purported expertise in servicing the type of Contracts that made
up the Portfolio.  Given the nature of the Portfolio, it was
clear that some of the Contracts would present collection
complexities and would require expertise in servicing, follow up
and collection.  Finova Loan represented to Lehman that it could
provide these services and take the steps necessary to maximize
Lehman's recovery.

Lehman's claims against Finova Loan arise out of the breach of
Finova Loan's obligations under the Servicing Agreement, which
resulted in significant diminution in the value of the Contracts
and an increase in the costs associated with the servicing of the
Portfolio.  Lehman believes that Finova Loan failed to properly
and prudently service, follow-up, collect, repossess and
liquidate the most problematic Contracts in the Portfolio.  
Finova Loan did not adhere to its own policy and procedures
manual in servicing the Portfolio.

On February 22, 2001, Lehman sent Finova Loan a letter notifying
that Lehman was terminating the Servicing Agreement after
discovering Finova Loan's numerous breaches under the Agreement.  
Finova Loan continued to ignore its obligations even after the
termination notice was sent.  Pursuant to the terms of the
Servicing Agreement, Finova Loan was required to continue to
service the Portfolio until Lehman could find a satisfactory
replacement servicer.  However, Finova Loan failed to continue
this service.  On April 1, 2001, Information Leasing Corporation
replaced Finova Loan as the servicer of the Portfolio.

Mr. Lemisch recounts that on June 13, 2001, the Debtors filed a
Disclosure Statement with the Court together with the proposed
Plan.  The Disclosure Statement advised interested parties that
all of the Reorganized Debtors' unsecured creditors, including
those of Finova Loan, would eventually receive full payment of
their claims after all claims were finally liquidated after Plan
confirmation.  The Disclosure Statement explained how full
payment would eventually be made.  Pursuant to the Disclosure
Statement:

     ". . . Berkadia will make a $6,000,000,000 loan . . .
     that together with the Debtors' cash on hand and the
     issuance by [Finova Capital] of approximately
     $3,260,000,000 aggregate principal amount of New Senior
     Notes, will enable the Debtors to restructure their
     debt. . . ."

Given the size of the Berkadia Loan and Berkadia's commitment to
the Plan, Berkadia and Leucadia were granted the right to assume
total control over the Reorganized Debtors and therefore bound to
cause the Reorganized Debtors to take the necessary steps to pay
unsecured creditors, like Lehman.

The precise terms of the Plan confirm the accuracy of the
Disclosure Statement's material disclosures.  The Plan provides
that:

     "All Cash necessary for Disbursing Agent or Agents to
     make payments pursuant to the Plan shall be obtained
     from the Berkadia Loan, the Debtors' existing cash
     balances, the operations of the Debtors of the
     Reorganized Debtors or postconfirmation working capital
     . . . the Debtors and the Reorganized Debtors shall be
     entitled to transfer funds and securities between and among
     themselves as they determine to be necessary or appropriate
     to enable each Reorganized Debtor to satisfy its obligations
     under the Plan.  Any intercompany balances resulting from
     such transfers shall be settled in accordance with the
     Debtors' historical intercompany account settlement
     practices."

The Plan Confirmation Order expressly found, as a matter of law,
that Finova Loan's unsecured creditor class, of which Lehman is a
member, was unimpaired because all the claims were required to be
paid in full with postpetition interest.  On August 21, 2001, the
Plan became effective, requiring Finova Loan, which is controlled
by Leucadia and Berkadia, to take the necessary steps to
liquidate Lehman's claim and pay it in full, with postpetition
interest.

On May 11, 2001, the Court established July 31, 2001 as the last
date to file all prepetition claims against the Reorganized
Debtors.  Lehman filed its proof of claim for unliquidated
amounts on June 28, 2001.

On September 18, 2001, the Court established uniform procedures
for claims objection and issuing distributions to the allowed
litigation claimholders.  On October 22, 2001, the Reorganized
Debtors objected to Lehman's claim alleging that the claim was
paid or payable in the ordinary course of business and failed to
specify its basis or include sufficient documentation to
establish the validity of the claim.  The Objection provides
"that the Debtors will conduct negotiations with each creditor
who responds to this objection, in a good faith effort to resolve
their objections to each claim."

As a result of the September 11, 2001 events, Lehman was
displaced from its then principal place of business in lower
Manhattan and deprived of the ability to review its records and
file a response to the Objection by November 21, 2001.  Lehman
was granted an extension of the Response deadline through
June 14, 2002.

On June 14, 2002, Lehman timely served its response, which fully
and completely provided the background and basis for its claim,
and quantified the amount of the claim as $10,285,133.  
Subsequently, Lehman consented to reduce its claim by $1,198,845
when the Debtors provided proof of payment.

After receiving Lehman's Response, the Reorganized Debtors
repeatedly asked for and received extensions of the 30-day
negotiation period because of the significant reduction of their
staff and the need to fully review and analyze Lehman's Response.  
It was not until February 2003 that the Reorganized Debtors'
counsel put Lehman in direct contact with the parties reviewing
Lehman's claim to expedite the process.  In the hope of resolving
the claim, Lehman traveled to Phoenix, Arizona to meet with the
Reorganized Debtors.  After Lehman fully discussed its claim, the
Reorganized Debtors refused to discuss the liquidation of
Lehman's claim in good faith.

The Reorganized Debtors made it clear that funds would be made
available if the Lehman claim was settled on terms acceptable to
the Reorganized Debtors.  Mr. Lemisch asserts that this is bad
faith, especially in light of the indisputable fact that the
Reorganized Debtors obtained Plan confirmation after advising the
Court that they did not have the discretion to refuse to transfer
amounts between them to make payments due to unsecured creditors.

Mr. Lemisch argues that the Reorganized Debtors do not have any
right to violate the unambiguous Plan payment provisions by
withholding funds from Finova Loan to pay Lehman's claim for any
reason.  The Reorganized Debtors also do not have the right to
leave Lehman unpaid at this time and continue to make payments to
Leucadia, Berkadia, and other similarly situated creditors, in
violation of the Plan and the Bankruptcy Code's fundamental
principle of equal distribution.

Mr. Lemisch maintains that Lehman has every right under the Plan
and the Plan Order to be paid the full amount of its claim from
all of the assets which may be in the hands of any of the
Reorganized Debtors, including without limitation, those funds in
the hands of Finova Capital.  Mr. Lemisch asserts that the case
is ripe for determination at this time since the Reorganized
Debtors have stated a clear intention not to pay the full amount
of Lehman's claim, as same may be finally adjudicated by the
Court.

Lehman believes that the Reorganized Debtors continue to honor
their obligations to pay the substantial amounts due to Leucadia
and Berkadia while leaving its claim out in the cold.  If the
Leucadia and Berkadia payments are permitted to continue, without
an appropriate escrow being established to pay Lehman's claim,
Lehman fears that its claim will never be paid. (FINOVA Bankruptcy
News, Issue No. 43; Bankruptcy Creditors' Service, Inc., 215/945-
7000)

  
FORMICA CORP: SDNY Bankr. Court Approves Disclosure Statement
-------------------------------------------------------------
Formica Corporation announced that the United States Bankruptcy
Court for the Southern District of New York issued an order
approving the Disclosure Statement with respect to its Plan of
Reorganization.

The Court's action indicates that Formica's Disclosure Statement
contains adequate information for parties in interest to vote on
the Plan. Previously, on October 29, the Court had conditionally
approved the Disclosure Statement with the understanding that the
Company would soon resolve matters pertaining to its exit
financing.

Formica will now begin soliciting acceptances for its proposed
Plan of Reorganization. The confirmation hearing for the Court's
approval of the Plan is scheduled for January 13, 2004. The
Company also reported that it has executed a term sheet so that it
will have access to $65 million once the Plan is confirmed and
effective. The exit financing is to be provided by The Foothill
Group, Inc., an affiliate of Wells Fargo Foothill, Inc.

On July 1, 2003, the Court approved the Stock Purchase Agreement
with an investment group sponsored by Cerberus Capital Management
L.P. and Oaktree Capital Management LLC pursuant to which the
investment group committed to invest $175 million in cash in
Formica and its subsidiaries.

Formica's Plan incorporates an agreement as to the terms of a
consensual reorganization reached with a Steering Committee for
its senior secured lenders and its Official Committee of unsecured
creditors.

"The Court's acceptance of our Disclosure Statement put us in the
homestretch of the financial restructuring process and gives us
confidence that our successful emergence from chapter 11 is on
track," said Frank A. Riddick, III, Formica's President and Chief
Executive Officer. "We have worked closely with our investors,
principal creditor groups and the banks to develop the Plan so
that at emergence our consolidated debt will be approximately $160
million, as compared to more than $540 million of debt at the time
of the filing. With The Foothill Group, Inc. now on board, the
final piece of our financial restructuring is in place, and we are
positioned to emerge from Chapter 11 during the first quarter of
2004 as a financially strengthened company and formidable
competitor."

The Plan is subject to supplementation, modification and amendment
prior to confirmation. The description of the Plan contained
herein is qualified in its entirety by reference to the Plan.

Formica Corporation was founded in 1913, and is the preeminent
worldwide manufacturer and marketer of decorative surfacing
materials, including high-pressure laminate, solid surfacing
materials and laminate flooring. Additional information about the
company is available on Formica's Web site at
http://www.formica.com


GENCORP INC: Terry L. Hall Elected Board of Directors Chairman
--------------------------------------------------------------
GenCorp Inc. (NYSE: GY) announced that its Board of Directors
unanimously elected Terry L. Hall as chairman, effective
December 1, 2003.

He will also remain president and chief executive officer,
positions he has held since July 1, 2002. Mr. Hall will be
replacing current chairman, Bob Wolfe, who had previously
announced his intention to retire at the end of this year.
Although he will no longer be chairman, Mr. Wolfe will remain a
director of the Company and a member of the Finance Committee
until the next annual shareholders meeting.

Mr. Hall joined GenCorp as chief financial officer in May 1999. In
September 2001, he was promoted to chief operating officer with
corporate responsibility for all GenCorp's business units,
including Aerojet, Aerojet Fine Chemicals, GDX Automotive and
GenCorp Real Estate. In July 2002, Mr. Hall was named president
and chief executive officer. Prior to GenCorp, Mr. Hall was with
U.S. Airways where he was senior vice president, finance and chief
financial officer. He also served as vice president, finance and
chief financial officer at Apogee Enterprises, Inc., and as vice
president and chief financial officer of Tyco International. He
also held the position of vice president and treasurer for United
Airlines, and vice president, general manager, and chief operating
officer at Northwest Aircraft, Inc.

"Terry has the full support of the Board," said Mr. Wolfe. "As the
architect and driver of our successful long-term strategic
initiatives, he is the right choice to lead the Company, and with
his diverse financial and operational experience he is the right
choice to chair this Board, especially in this time of increased
scrutiny and corporate accountability."

In accepting the position, Mr. Hall acknowledged and thanked Bob
Wolfe for his contributions to Aerojet and GenCorp. "During his
six years with the Company, Bob's leadership has been significant.
His vision, commitment to operational excellence and focus on
market leadership has positioned GenCorp for continued growth and
success," said Mr. Hall.

Mr. Wolfe joined the Company in 1997 as vice president and
president of Aerojet. In 1999, he became chairman, president and
chief executive officer. Prior to joining GenCorp, Mr. Wolfe held
several senior management positions with the Pratt and Whitney
Group of United Technologies including executive vice president
and president of the Large Commercial Engines business.

GenCorp (S&P, BB Corporate Credit Rating, Stable) is a multi-
national, technology-based manufacturer with operations in the
automotive, aerospace, defense and pharmaceutical fine chemicals
industries. Additional information about GenCorp can be obtained
by visiting the Company's Web site at http://www.GenCorp.com     


GEORGIA GULF: S&P Rates $100-Mil. Senior Unsecured Notes at BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Georgia Gulf Corp.'s proposed $100 million senior unsecured notes
due 2013. In addition, Standard & Poor's assigned its 'BBB-'
rating to Georgia Gulf's proposed $200 million secured term loan
D. At the same time, Standard & Poor's affirmed its
'BB+/Negative/--' corporate credit rating on the company. Atlanta,
Ga.-based Georgia Gulf is a commodity chemical producer and has
$470 million of debt outstanding.

"The ratings on Georgia Gulf reflect the company's average
business position as a low-cost commodity chemical producer,
overshadowed by somewhat aggressive financial policies," said
Standard & Poor's credit analyst Peter Kelly. "The proposed
refinancing will improve the company's debt maturity profile and
reduce interest costs."

Georgia Gulf is an integrated producer of chlorovinyl products
(about 82% of sales) and aromatic chemicals (18% of sales). In the
chlorovinyl chain, the company is a leading producer of vinyl
chloride monomer and PVC resin in North America and the second-
largest manufacturer of PVC compounds. The company also markets
caustic soda. In the aromatics chain, the firm is one of the top
producers of cumene in North America and a leading producer and
merchant marketer of phenol and acetone.

The chlorovinyls and aromatics chains are highly competitive
global businesses with moderate barriers to entry. Product cycles
are volatile, and affected by the relationship between supply and
demand. End markets are mature and cyclic. Still, the divergence
in product cycles aids profitability and cash flow. In addition,
product diversity and good customer diversification offset a
concentration of sales in the North American market. Earnings are
exposed to volatile energy and raw material costs. However, a
competitive cost structure--attributed to good product
integration, efficient plants, and low overhead--supports
satisfactory operating performance during commodity chemical
cycles. As a result, operating margins (before depreciation and
amortization) have averaged about 15% over the past five years.


GEORGIA GULF: Fitch Maintains Stable Outlook on Low-B Ratings
-------------------------------------------------------------
Fitch Ratings has affirmed Georgia Gulf Corporation's senior
secured debt rating at 'BB+'.

At the same time, Fitch has assigned a 'BB-' rating to Georgia
Gulf's proposed $100 million senior unsecured notes due 2013.
Fitch is withdrawing the 'BB-' rating assigned to the 10-3/8%
senior subordinated notes in anticipation of Georgia Gulf's full
redemption of these notes.

The company plans to use the proceeds from the $100 million senior
unsecured bond offering and the new $200 million term loan to
redeem the existing 10-3/8% senior subordinated notes and
partially repay term loan C. The remaining balance on term loan C
plus the outstanding borrowing under the revolver at the end of
the third quarter will be paid with approximately $20 million in
cash from operations and $25 million in cash proceeds from the A/R
program. The Rating Outlook remains Stable.

The Stable Rating Outlook indicates the likelihood that the credit
ratings should not move downward despite margin pressure in 2003
and 2004. Georgia Gulf's financial performance is on track to meet
or exceed Fitch's projections for 2003 even with higher than
average costs and weaker than expected demand. In the near-term,
demand appears to be incrementally better each month however it is
unclear on the pace and strength of improvement that will carry
over into 2004.

The new capital structure, after the proposed refinancing, will
slightly weaken the position of the senior secured lenders and
bondholders due to the increase of approximately $58 million in
secured indebtedness. Total secured debt at the end of Sept. 30,
2003 was $269 million and is expected to increase to $327 million
after the refinancing is complete. The amendment to the credit
facility includes an increase in the total commitment for the
revolver to $120 million and a new $200 million term loan D. The
cash proceeds from the senior unsecured bond offering as well as
the new term loan will be used to redeem the existing 10-3/8%
senior subordinated notes and partially repay term loan C. The
remaining balance on term loan C plus the outstanding borrowing
under the revolver at the end of the third quarter will be paid
with approximately $20 million in cash from operations and $25
million in cash proceeds from the A/R program. The amended credit
facility and the 7-5/8% senior notes are secured by substantially
all the company's assets. The rating on the senior secured credit
facility is two notches higher than the rating on the proposed
senior unsecured notes in part because of the sufficient
collateral position and the expected recovery for the lenders in
the event of default. The ratings affirmation reflects Georgia
Gulf's overall financial performance and cost improvements in the
capital structure. Operating margins improved for the aromatics
segment, however chlorovinyls segment margins declined for the
trailing nine months ending Sept. 30, 2003 compared to the same
period last year. Margins have been under significant pressure as
the company's cost of goods sold has increased 22% with revenues
only up 18% for the trailing 9-months ending Sept. 30, 2003
primarily due to increases in raw material costs during this
period. Georgia Gulf's net free cash flow has improved
incrementally each quarter and Fitch expects the company will
continue to be cash flow positive through the prolonged cyclical
downturn. The company's leverage weakened due to lower operating
earnings for the 12-month period ending Sept. 30, 2003. For the
same period interest coverage actually improved due to slightly
lower debt and reduced interest expense.

Georgia Gulf's ratings are further supported by the company's
strong market positions, and liquidity. The company holds leading
positions in areas such as PVC resin and vinyl compounds. On a
trailing twelve month basis for the period ended Sept. 30, 2003,
Georgia Gulf's EBITDA-to-interest incurred was 3.5x and its total
debt (including the A/R program balance)-to-EBITDA was 3.8x.
Georgia Gulf is a major North American producer of PVC resins and
compounds. In addition, the company produces vinyl chloride
monomer, chlorine, caustic soda, phenol, acetone, and cumene.
Georgia Gulf's two operating segments are chlorovinyls and
aromatics. Major end-use markets include housing and construction,
plastics and fibers, and solvents and chemicals. In 2002, the
company had EBITDA of $166 million on sales of $1.2 billion.


GLOBAL CROSSING: Asks Court to Clear Exodus Settlement Agreement
----------------------------------------------------------------
Global Crossing entered into several strategic transactions to
enhance its network, service offerings and position in the
marketplace.  One transaction was the sale of its GlobalCenter
web hosting business to Exodus Communications, Inc. in January
2001 -- Merger Transaction.  

On September 26, 2001, Exodus and certain of its affiliates and
subsidiaries filed for Chapter 11 petitions in the Bankruptcy
Court for the District of Delaware.  Nevertheless, both prior to
and after the Exodus Petition Date, Global Crossing provided
Exodus with goods and services, including without limitation, IP
Transit, circuits, co-location and maintenance services for which
Global Crossing has not been paid.  As a result, Global Crossing
has claims for services against Exodus.

Matthew A. Feldman, Esq., at Willkie Farr & Gallagher LLP, in New
York, relates that Exodus also asserted certain Claims against
Global Crossing in connection with, among other things, goods and
services it allegedly provided to Global Crossing both prior to
and after the filing of Global Crossing's Chapter 11 cases, as
well as alleged breaches of certain contractual and other
obligation by Global Crossing arising prior to the filing of
Global Crossing's Chapter 11 cases.

Specifically, on February 25, 2002, Global Crossing filed 23
proofs of claim against EXDS (GCI), Inc., a debtor affiliate of
Exodus, under Claim Nos. 310 to 332.  On April 12, 2002, Global
Crossing filed nine proofs of claim, each for $46,229,237,
against these entities:

   (1) Exodus, Inc. (Claim No. 1247);
   (2) Exodus (ASI), Inc. (Claim No. 1246);
   (3) Exodus (AISI), Inc. (Claim No. 1245);
   (4) Exodus (CTSI), Inc. (Claim No. 1244);
   (5) Exodus (GCI), Inc. (Claim No. 1243);
   (6) Exodus (GCHC), Inc. (Claim No. 1242);
   (7) Exodus (KLI), Inc. (Claim No. 1241);
   (8) Exodus (PTI), Inc. (Claim No. 1240); and
   (9) Exodus (SMI), Inc. (Claim No. 1239).

On July 3, 2002, Global Crossing filed Administrative Claim No.
1374 against Exodus for $4,596,019 for goods and services Global
Crossing provided to Exodus on and after the Exodus Petition
Date.  

On October 15, 2002, Exodus filed an objection to the GX
Administrative Claims asserting, among other things, certain set-
off and recoupment rights as against the GX Administrative Claim.  
On November 8, 2002, Exodus filed Claim No. 9672 in Global
Crossing's Chapter 11 cases for $6,818,165 relating to
prepetition claims.  On January 15, 2003, Exodus filed
Administrative Expense Claim No. 10470 in the Global Crossing
Chapter 11 cases for $3,610.

According to Mr. Feldman, the litigation, if any, of the Claims
and the Exodus Objection would occur in each of the Bankruptcy
Courts presiding over the Global Crossing and Exodus Chapter 11
cases.  The Bankruptcy Court presiding over the Exodus cases
would adjudicate the GX Claims, including whether Exodus could
assert set-off or recoupment rights as against the GX
Administrative Claim.  Similarly, the Bankruptcy Court presiding
over the Global Crossing Chapter 11 cases would adjudicate on the
Exodus' Claims.

As part of their restructuring efforts, the GX Debtors
determined, in their business judgment, that the costs associated
with the litigation of the Claims would likely be outweighed by
any benefits that they could get.  Thus, the GX Debtors decided
to settle the Claims consensually with Exodus.

After negotiation with Exodus, the parties agree to resolve the
Claims and provide mutual releases through a Settlement
Agreement, which provides that:

   (a) The Claims will be deemed withdrawn with prejudice;

   (b) Except for the obligations created by the Settlement
       Agreement, each party releases, waives, disclaims and
       discharges each other from any and all claims,
       counterclaims, actions, obligations, liabilities, costs,
       expenses and losses whatsoever based on or arising from
       wrongful or other acts, omissions, conduct or other
       matters; and

   (c) The scope of release provided to the GX Parties by the
       Exodus Releasors does not extend to any claims Exodus has
       or may have against any party who performed work in
       connection with the Merger Transaction, that arise out of
       or relate to the Merger Transaction.  Exodus does not
       intend to and does not waive its rights with respect to
       any such claims by entering into the Settlement Agreement
       and thus expressly reserves its right to assert the
       claims.  Furthermore, the Parties agree that no person who
       is not a party to the Settlement Agreement, excluding the
       Parties' released parties, may claim any benefit under the
       Settlement Agreement.

Mr. Feldman contends that the Settlement Agreement is fair and
equitable and falls well within the range of reasonableness
because:

   (1) it resolves significant disputes regarding the GX
       Administrative Claim;

   (2) it avoids litigation between the GX Debtors and Exodus
       concerning the myriad legal issues presented by and
       related to the Claims, which could last for an indefinite
       period of time.  The undertakings would be a drain on the
       GX Debtors' estates and could jeopardize the GX Debtors'
       successful emergence from Chapter 11;

   (3) the release provision of the Settlement Agreement dispels
       the threat of potential litigation and allows the GX
       Debtors to successfully reorganize; and

   (4) it saves their estates significant funds, which would
       otherwise have been applied to the legal and other costs
       associated with litigating the Claims.

Thus, the GX Debtors ask the Court to approve its Settlement
Agreement with Exodus pursuant to Rule 9019 of the Federal Rules
of Bankruptcy Procedure. (Global Crossing Bankruptcy News, Issue
No. 50; Bankruptcy Creditors' Service, Inc., 215/945-7000)


HALSEY PHARMACEUTICALS: Sept. 30 Net Capital Deficit Tops $39MM
---------------------------------------------------------------
Halsey Pharmaceuticals (OTCBB:HDGC) reported a net loss for the
third quarter, ended September 30, 2003, of $11,590,000 or $.55
per share as compared to net loss of $7,869,000 or $0.52 per share
for the quarter ended September 30, 2002.

For the nine months ended September 30, 2003, the Company had a
net loss of $33,192,000 or $1.57 per share as compared to a net
loss of $20,688,000 or $1.37 per share for the same period in
2002.

Net product revenues for the third quarter were $1,478,000 as
compared to $2,013,000 for the quarter ended September 30, 2002.
For the first nine months of fiscal 2003, net product revenues
were $4,210,000 as compared to $6,152,000 for the same period in
2002.

Halsey Pharmaceuticals' September 30, 2003 balance sheet shows a
working capital deficit of about $47 million, and a total
shareholders' equity deficit of about $39 million.

As previously disclosed on November 6, 2003, the Company announced
that it intends to restructure the Company's operations to focus
its efforts on research and development related to certain
proprietary finished dosage products and active ingredients. As
part of that process, the Company intends to close or divest its
assets in Congers, NY, discontinue the manufacture and sale of
finished dosage generic products and substantially reduce
activities at its active pharmaceutical ingredient facility in
Culver, Indiana.

Subject to securing necessary financing, of which no assurance can
be given, the restructured Company intends to continue certain
laboratory operations and development activities at the Culver
facility including the development of certain proprietary active
pharmaceutical ingredient and finished dosage form technologies.

In conjunction with the restructuring, the Company is continuing
to meet with its existing debentureholders and is seeking to
identify unaffiliated third parties to obtain the necessary long
term financing necessary to fund the restructured operations going
forward. The Company estimates a funding requirement of
approximately $15 million to complete the restructuring and
provide working capital to fund operations through 2004. The
Company estimates that current cash on hand will fund the
Company's operations through December 1, 2003. In the absence of
continued additional funding by the Company's debentureholders or
an alternative third party investment, of which no assurance can
be given, the Company would be required to further scale back or
terminate operations, and/or seek protection under applicable
bankruptcy laws.

Halsey Pharmaceuticals, together with its subsidiaries, is an
emerging pharmaceutical company specializing in proprietary active
pharmaceutical ingredient and finished dosage form development.

For more information on the Company, visit its Web site at
http://www.halseydrug.com  


HANOVER COMPRESSOR: S&P Assigns B- Rating to $262 Million Notes
---------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B-' rating to
natural gas compression equipment provider Hanover Compressor
Co.'s $262.6 million 11% zero-coupon subordinated note due March
31, 2007. At the same time, Standard & Poor's affirmed its ratings
on Hanover. The outlook remains negative.

Houston, Texas-based Hanover has about $1.8 billion of debt
outstanding as of Sept. 30, 2003.

"Schlumberger Technology Corp. is selling the aforementioned
subordinated note, which Hanover issued to Schlumberger as part of
the 2001 acquisition of Production Operators Corp.," noted
Standard & Poor's credit analyst Steven K. Nocar. The notes are
rated three notches down from the corporate credit rating because
the note ranks junior in right of payment to all senior and senior
subordinated debt. "Schlumberger, as the selling security holder,
will receive all of the proceeds from this offering," he
continued.

While demand for compression equipment and services has weakened
somewhat because of a reduction in customer (exploration and
production (E&P)) spending levels, a severe downturn is unlikely
because compression generally is not removed from a well until the
marginal cost of production--which is usually very low--exceeds
the wellhead price. Furthermore, near-term demand for compression
equipment and services seems to be slowly turning favorable as
evidenced by Hanover's ability to redeploy idle equipment and
implement modest opportunistic price increases. Intermediate-term
fundamentals should be favorable as consumption of natural gas is
increasing, U.S. gas fields are maturing, production decline rates
are accelerating, and E&P companies are gradually owning less of
their installed compression.

The negative outlook reflects Standard & Poor's continued concerns
regarding Hanover's ability to fortify its capital structure and
the uncertainty surrounding the outcome of the SEC's formal
investigation into the company's financial restatements. Ratings
could be lowered if Hanover runs significant free cash flow
deficits and is required to seek external financing such that the
company's debt burden materially increases or if Hanover is unable
to refinance a significant portion of debt maturing in 2004.


HARRAH'S ENTERTAINMENT: Plans $165M Expansion of Harrah's Rincon
----------------------------------------------------------------
Harrah's Entertainment, Inc. (NYSE: HET) announced plans for a
$165 million expansion of the Harrah's Rincon hotel-casino owned
by the Rincon San Luiseno Band of Mission Indians.

The expansion of the property, located near San Diego, California,
will more than triple the size of the hotel and includes a spa, a
parking garage, expansion of the casino floor and other facility
enhancements.  The expansion, designed to transform the facility
into a full-service destination resort, is scheduled to be
completed by the end of 2004.

The National Indian Gaming Commission has also approved the
Tribe's extension of its agreement for HCAL Corporation, a
Harrah's subsidiary, to manage the hotel-casino through
November 14, 2010.

"This expansion marks another milestone for the Rincon tribe,"
said John Currier, Rincon Tribal Chairman.  "We knew from the
outset that Harrah's was the absolute best partner for us.  Their
expertise in casino management has benefited us in many ways,
including better education, health care, and basic infrastructure
services for our people.  We look forward to what this new chapter
will bring."

"We are deeply grateful to the Rincon Tribe for this expression of
confidence in our company," said Gary Loveman, President and Chief
Executive Officer of Harrah's.  "In just over a year, the tribe
and Harrah's have built a thriving, successful business in
Southern California, supported by a relationship of mutual trust
and respect.  We are proud of our latest success in Indian
Country, and determined to build on the Harrah's Rincon success
story for years to come."

Harrah's Entertainment has approved an additional $165 million
loan guaranty to finance the expansion project.

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

More information about Harrah's Entertainment is available on the
company's Web site, http://www.harrahs.com


IMAX CORP: Modifies Tender Offer for $152.8MM 7-7/8% Sr. Notes
--------------------------------------------------------------
IMAX Corporation (Nasdaq: IMAX; TSX: IMX) (S&P, B- Corporate
Credit Rating, Stable) has modified its offer to purchase all of
its outstanding $152.8 million principal amount of 7-7/8 % Senior
Notes due 2005.

Under the terms of the revised tender offer, the total
consideration to be paid to holders that tender their Senior Notes
and deliver their consents prior to 12:01 a.m., New York City
time, on the extended consent date, December 4, 2003, will be
equal to $1,025 per $1,000 principal amount of the Senior Notes,
which includes an increased consent payment of $7.81 per $1,000
principal amount of the Senior Notes.  Holders that tender their
Senior Notes after 12:01 a.m. on December 4, 2003, and prior to
the expiration of the tender offer, will receive $1,017.19 per
$1,000 principal amount of the Senior Notes.

The tender offer will expire at 9:00 a.m., New York City time, on
December 18, 2003, unless extended or earlier terminated by IMAX
Corporation.  IMAX Corporation intends to redeem all Senior Notes
not tendered and accepted for payment shortly after the expiration
or termination of the tender offer at a redemption price of
$1,019.69 for each $1,000 principal amount of the Senior Notes,
plus accrued and unpaid interest to, but not including, the
redemption date.

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

Wednesday, IMAX Corporation signed a purchase agreement for the
sale, on a private placement basis, in the United States pursuant
to Rule 144A under the Securities Act of 1933, as amended and in
certain Canadian provinces, of $160 million in aggregate principal
amount of 9-5/8% senior notes with a maturity of December 1, 2010.
IMAX Corporation intends to use the proceeds of this offering to
pay the consideration under this tender offer and consent  
solicitation.  The tender offer is conditional on the completion
of this offering.  These notes have not been, and will not be
registered under the Securities Act or any state securities laws,
and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements.


IMAX CORP: Caps Price of $160 Million of 9-5/8% Senior Notes  
------------------------------------------------------------
IMAX Corporation (Nasdaq: IMAX; TSX: IMX) (S&P, B- Corporate
Credit Rating, Stable) has signed a purchase agreement for the
sale of $160 million in aggregate principal amount of 9-5/8%
senior notes with a maturity of December 1, 2010.

All of the proceeds of this offering will be used to purchase or
redeem the Company's outstanding 7-7/8% senior notes due December
2005, plus related fees and expenses, completing the Company's
initiative, begun in 2001, of addressing the refinancing of its
outstanding debt.


IMPERIAL PLASTECH: Canadian Court Extends CCAA Stay Until Dec 31
----------------------------------------------------------------
Imperial PlasTech Inc. (TSX: IPQ) announced that the PlasTech
Group, being Imperial PlasTech and its subsidiaries, Imperial Pipe
Corporation, Imperial Building Products Corporation, Ameriplast
Inc. and Imperial Building Products (U.S.) Inc., obtained two
further orders under the Companies' Creditors Arrangement Act, in
connection with the proceedings commenced by the PlasTech Group
under the CCAA on July 3, 2003.

The Seventh Order provides for the extension of the period of the
stay imposed under the CCAA to December 31, 2003, in order to
facilitate the continued restructuring of the PlasTech Group.

In order to meet growing demand for their product, the PlasTech
Group has negotiated favourable price and credit terms with their
resin suppliers. In certain instances, the credit being provided
to the PlasTech Group by resin suppliers is secured by a charge
against the assets of the PlasTech Group. Accordingly, the Eighth
Order approved an increase in the amount of the charge in favour
of resin suppliers from US$2.0 million to US$3.0 million.

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


INSITE VISION: Sept. 30 Balance Sheet Upside-Down by $4 Million
---------------------------------------------------------------
InSite Vision Incorporated (Amex: ISV) -- an ophthalmic
therapeutics, diagnostics and drug-delivery company -- reported
financial results for the three and nine months ended
September 30, 2003.

At September 30, 2003, InSite Vision's balance sheet shows a total
shareholders' equity deficit of about $4 million.

InSite Vision reported a net loss for the third quarter of 2003 of
$1.5 million, or $0.06 per share, compared with a net loss for the
third quarter of 2002 of $3.1 million, or $0.12 per share.  For
the nine months ended September 30, 2003, the net loss was $5.7
million, or $0.23 per share, compared with a net loss of $8.7
million, or $0.35 per share, for the nine months ended
September 30, 2002.

Research and development expenses for the third quarter of 2003
decreased to $793,000, compared with $1.9 million for the third
quarter of 2002.  R&D expenses for the nine months ended
September 30, 2003 declined to $3.5 million from $5.7 million for
the nine months ended September 30, 2002. The decrease in R&D
expenses reflects cost containment actions taken in the second
quarter of 2003 and the reduction in support for external
research, partially offset by costs incurred during the first nine
months of 2002 for the license of the Optineurin gene and related
patent filing costs.

Selling, general and administrative expenses decreased to $599,000
from $1.2 million for the third quarters of 2003 and 2002,
respectively, and decreased to $2.0 million from $3.1 million for
the nine months ended September 30, 2003 and 2002, respectively.  
The decreases in SG&A costs primarily reflect the reduction in
selling expenses related to the initial market introduction of the
OcuGene(R) glaucoma genetic test and other cost containment
activities, partially offset by legal costs related to fundraising
efforts and by higher insurance premiums.

In an effort to reduce expenses the Company implemented several
measures during 2003.  The actions taken included laying-off
approximately 42% of the Company's workforce, voluntary salary
reductions by senior management, ceasing work on all non-critical
external activities, extending payment terms on trade payables and
other measures.  Although it is not possible to anticipate all
potential effects the implementation of these expense control
activities will have on InSite Vision and its development, the
Company expects that among other things, these activities will
delay the initiation of Phase 3 clinical trials on ISV-401 and
will impact its ability to promote the OcuGene test. The extent
and ramifications of these delays will be dependent upon the
Company's ability to obtain additional funding from private or
public equity or debt financings, collaborative or other
partnering arrangements, asset sales or other sources, the timing
of the receipt of such funding and the amount raised through such
funding, if any.  There can be no assurance that the Company will
be able to successfully implement these expense reduction plans or
funding initiatives or that it will be able to do so without
significantly harming its business, financial condition or results
of operations.

InSite Vision reported $150,000 in cash and cash equivalents at
September 30, 2003, compared with $1.2 million at December 31,
2002.  The cash balance at September 30, 2003 includes $500,000 in
secured loans received by the Company in July and August 2003, and
$500,000 received from the acquisition of Ophthalmic Solutions,
Inc. and related assumption of convertible debentures. It does not
include $84,000 from a private placement completed in October 2003
or $500,000 in cash received by the Company in November 2003 from
the repayment of a promissory note originally issued to Ophthalmic
Solutions in connection with the convertible debentures InSite
Vision assumed from Ophthalmic Solutions.  Absent further
additional financing, the Company expects that its cash on hand,
funding commitments and anticipated cash flow from operations will
be sufficient to fund its operations through approximately the
beginning of December 2003.

Pursuant to a merger agreement dated September 22, 2003 by and
among InSite Vision, Arrow Acquisition, Inc., a wholly owned
subsidiary of InSite Vision and Ophthalmic Solutions, Ophthalmic
Solutions became a wholly owned subsidiary of InSite Vision on
September 22, 2003.  Immediately prior to the merger, Ophthalmic
Solutions entered into a convertible debenture purchase agreement
with HEM Mutual Assurance LLC, pursuant to which it sold and
issued convertible debentures to HEM in an aggregate principal
amount of up to $1,000,000 in a private placement.  In connection
with InSite Vision's acquisition of Ophthalmic Solutions through
the merger, InSite Vision assumed the rights and obligations of
Ophthalmic Solutions in the private placement, including the gross
proceeds raised through the sale of the debentures and Ophthalmic
Solutions' obligations under the debentures and the related
purchase agreement.  The acquisition of Ophthalmic Solutions has
been, in substance, reflected as a financing transaction in InSite
Vision's accompanying financial statements, including the receipt
of cash, the issuance of debentures and the issuance of a right to
exercise the contingent debenture for an additional $500,000 of
convertible debentures at an exercise price of $500,000.  The
Company will accrete the $500,000 discount recorded from the
beneficial conversion feature from the September 22, 2003 issuance
date to the stated redemption date of September 21, 2008.  The
accretion will be reported as interest expense with a
corresponding increase to convertible debentures. Further, as
amounts are converted into common stock, all of the remaining
unamortized discount associated with those shares will be
immediately recognized as interest expense.  As of September 30,
2003 approximately $2,000 of the beneficial conversion feature had
been expensed as interest.   As of September 30, 2003 the $500,000
convertible debentures reported on the face of the balance sheet
are net of related unamortized debt discount of $498,000.

InSite Vision is engaged in discussions with several institutional
investors, potential collaborative partners and others to obtain
sufficient interim funding, through the issuance of debt or equity
securities and/or through licensing, collaborative, or asset sale
arrangements or other sources, prior to the beginning of December
2003 to enable the Company to continue operations for an
additional 90 to 120 days.  If the Company is able to secure such
funding, it is hopeful that it will be able to secure longer-term
financing or collaborative arrangements prior to exhausting such
interim funding.  However, there can be no assurance that the
Company will be able to obtain such interim funding on acceptable
terms or at all, or if it obtains such interim funding that it
will be able to obtain longer term financing or collaborative
arrangements to enable it to continue its operations.  If the
Company is not able to obtain additional interim funding, it will
be forced to cease operations.

"Last week we secured the final tranche of our $1 million interim
financing, which has improved our ability to negotiate a longer
term financing or collaborative arrangement," said S. Kumar
Chandrasekaran, Ph.D., InSite Vision's chief executive officer.  
"We are actively engaged in discussions with several institutional
investors, potential collaborative partners and others to obtain
additional financing."

Commenting on other recent developments, Dr. Chandrasekaran said,
"We were pleased last month to announce that the American Stock
Exchange has accepted our plan to regain compliance with our AMEX
listing.  Based on the acceptance of our plan, InSite Vision will
continue to be listed on the American Stock Exchange, subject to
certain listing standards and conditions, until December 19, 2004.  
At that time, our status will be reviewed."

InSite Vision is an ophthalmic products company focused on
glaucoma, ocular infections and retinal diseases.  In the area of
glaucoma, the Company conducts genomic research using TIGR and
other genes.  A portion of this research has been incorporated
into the Company's OcuGene glaucoma genetic test for disease
management, as well as ISV-205, its novel glaucoma therapeutic.  
ISV-205 uses InSite Vision's proprietary DuraSite drug-delivery
technology, which also is incorporated into the ocular infection
products ISV-401 and ISV-403, and InSite Vision's retinal disease
program.  Additional information can be found at
http://www.insitevision.com


J.A. JONES: Brings-In KPMG to Serve as Accountant and Advisors
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina gave its stamp of approval to J.A. Jones, Inc.'s
application to employ KPMG LLP as their Accountants and Financial
Advisors.

To fulfill their duties as debtors-in-possession under the
Bankruptcy Code, the Debtors will require KPMG's assistance to
collect, analyze, and present accounting, financial and other
information.

The professional services that KPMG LLP will render include:

  A. Accounting and Auditing Services

       i. audit mid review examinations of the financial
          statements of the Debtors as may be required from time
          to time;

      ii. analysis of accounting issues and advice to the           
          Debtors' management regarding the proper accounting
          treatment of events; and

     iii. performance of other accounting services for the
          Debtors as may be necessary or desirable.

  B. Tax Advisory Services

       i. review of and assistance in the preparation and filing
          of any tax returns;

      ii. advice and assistance to the Debtors regarding tax
          planning issues, including, but not limited to,
          assistance in estimating net operating loss
          carryforwards, international taxes, and state and
          local taxes;

     iii. assistance regarding transaction taxes, state and
          local sales and use taxes;

      iv. assistance regarding tax matters related to the
          Debtors' pension plans;

       v. assistance regarding real and personal property tax
          matters, including, but not limited to, review of real
          and personal property tax records, negotiation of
          values with appraisal authorities, preparation and
          presentation of appeals to local taxing jurisdictions
          and assistance it, litigation of property tax appeals;

      vi. assistance regarding any existing or future IRS, state
          and/or local tax examinations; and

     vii. other consulting, advice, research, planning or
          analysis regarding tax issues as may be requested from
          time to time.

George Christopher Turner, a Certified Public Accountant and a
partner in KPMG reports that in exchange for its services, his
firm will bill the Debtors with its current hourly rates of:

          Partners                   $500 to $750 per hour
          Directors/Senior Managers  $350 to $600 per hour
          Managers                   $250 to $375 per hour
          Senior Associates          $175 to $300 per hour
          Associates                 $100 to $250 per hour
          Paraprofessionals          $65 to $150 per hour

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


JP MORGAN: S&P Assigns Low-B Prelim. Ratings to 6 Note Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to J.P. Morgan Chase Commercial Mortgage Securities
Corp.'s $1.4 billion commercial mortgage pass-through certificates
series 2003-CIBC7.

The preliminary ratings are based on information as of
Nov. 19, 2003. Subsequent information may result in the assignment
of final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying mortgage loans, and the
geographic and property type diversity of the loans. Classes A-1,
A-2, A-3, A-4, B, C, D, and E are currently being offered
publicly. Standard & Poor's analysis of the portfolio determined
that, on a weighted average basis, the pool has a debt service
coverage of 1.55x based on a weighted average constant of 7.32%, a
beginning loan-to-value of 83.1%, and an ending LTV of 62.5%.

                   PRELIMINARY RATINGS ASSIGNED

        J.P. Morgan Chase Commercial Mortgage Securities Corp.
        Commercial mortgage pass-thru certs series 2003-CIBC7

             Class           Rating            Amount ($)

             A-1             AAA               71,500,000
             A-2             AAA              150,000,000
             A-3             AAA              198,337,802
             A-4             AAA              390,000,000
             A-1A            AAA              390,043,000
             B               AA                34,880,000
             C               AA-               13,952,000
             D               A                 27,904,000
             E               A-                15,696,000
             F               BBB+              17,440,000
             G               BBB               10,464,000
             H               BBB-              19,184,000
             J               BB+                5,232,000
             K               BB                 5,233,000
             L               BB-                8,720,000
             M               B+                 8,720,000
             N               B                  3,488,000
             P               B-                 3,488,000
             NR              N.R.              20,928,337
             X-1*            AAA          1,395,209,337**
             X-2*            AAA          1,325,086,000**
   
        N.R.-Not rated. *Interest only. **Notional amount.


KASPER A.S.L.: Court Confirms Amended Plan of Reorganization
------------------------------------------------------------
Kasper A.S.L., Ltd. (OTC Bulletin Board: KASPQ.OB) reported that
the U.S. Bankruptcy Court confirmed the Company's amended plan of
reorganization. The Company also announced that the requisite
majority of the Company's creditors and shareholders voted to
approve the plan.

As previously announced, Jones Apparel Group, Inc. (NYSE: JNY)
agreed to acquire Kasper for $221.0 million in cash and the
assumption of deferred liabilities, primarily pre-paid royalties,
projected to be approximately $11.5 million at closing, for an
aggregate value of $232.5 million. In addition, the purchase price
is subject to adjustments, including an adjustment based on
working capital. The Company anticipates that the transaction will
be consummated in early December.

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


KASPER A.S.L.: Administrative Claims Bar Date Set for Nov. 25
-------------------------------------------------------------
By Order of the U.S. Bankruptcy Court for the District of New
York, November 25, 2003, is fixed as the deadline for
Administrative Claim Holders of Kasper A.S.L., Ltd. and its
debtor-affiliates to file their Administrative Expense Proofs of
Claim against the Debtors or be forever barred from asserting
their claims.

All Administrative Expense Proofs of Claim forms must be received
before 5:00 p.m. Eastern Time on Nov. 25, by the Clerk of the
Bankruptcy Court. If filed by mail, forms must be sent to:

        The United States Bankruptcy Court
        Southern District of New York
        Kasper Claims Docketing Center
        One Bowling Green Station
        PO Box 5103
        New York, NY 10274-5103

If, by messenger or overnight courier, to:

        The United States Bankruptcy Court
        Southern District of New York
        Kasper Claims Docketing Center
        One Bowling Green Station
        Room 534
        New York, NY 10004-1408

Proofs of Claim for the following Administrative Claims need not
be filed if they are on account of:

        1. Claims arising in the ordinary course of the Debtors'
           businesses;

        2. Claims already properly filed with the Bankruptcy
           Court;

        3. Claims previously allowed by Order of the Court;

        4. Inter-Company Administrative Claims; or

        5. Claims of Professionals retained by the Debtors.

Kasper A.S.L., Ltd., one of the leading women's branded apparel
companies in the United States filed for chapter 11 protection on
February 05, 2002, (Bankr. S.D.N.Y. Case No. 02-10497). Alan B.
Miller, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. When the Company filed for
protection from its creditors, it listed $308,761,000 in assets
and $255,157,000 in debts.


LA QUINTA: Extends Sr. Note Exchange Offer Deadline to Nov. 28
--------------------------------------------------------------
La Quinta Corporation (NYSE: LQI) announced that its controlled
subsidiary, La Quinta Properties, Inc., has extended the
expiration of its exchange offer from midnight (New York City
time) on Wednesday, November 19, 2003 to 11:59 p.m. (New York City
time) on Friday, November 28, 2003.

Pursuant to the exchange offer, LQ Properties' 8-7/8% Senior Notes
due 2011 which have been registered under the Securities Act of
1933, as amended, are offered for exchange for the $325 million of
outstanding 8-7/8% Senior Notes due 2011 which were issued on
March 19, 2003 in a transaction exempt from registration.

As of 5:00 p.m. (New York City time) on November 18, 2003,
approximately $265,815,000 in aggregate principal amount of the
old notes (or approximately 82% of the old notes) had been
tendered pursuant to the exchange offer.  The exchange offer has
been extended in order to allow additional time for the holders of
the remaining $59,185,000 aggregate principal amount of the old
notes to participate in the exchange offer.

The exchange offer will not, under any circumstances, extend
beyond December 3, 2003.

Except for the extension of the expiration date, all other terms,
conditions and provisions of the exchange offer remain effective
as of the date hereof.

Questions concerning the delivery of appropriate documentation and
the old notes should be directed to the exchange agent, U.S. Bank
Trust National Association, attention Specialized Financing at
(651) 244-8161.

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


LAIDLAW INT'L: Fourth-Quarter Net Loss Whittled-Down to $10 Mil.
----------------------------------------------------------------
Laidlaw International, Inc. (OTC Bulletin Board:LALW) (TSX:BUS)
announced financial results for its fourth quarter and fiscal year
ended August 31, 2003.

As previously reported, the company emerged from bankruptcy
protection in June 2003. Accordingly, the 2003 fourth quarter
results presented in this news release are for the reorganized
company. Full year fiscal 2003 results are presented on a pro
forma basis, reflecting the reorganized company's results for the
fourth quarter and the results of the company's predecessor,
Laidlaw Inc., for the first nine months of fiscal 2003. All fiscal
2002 results presented in this news release are those of the
predecessor company. Because of the company's reorganization,
comparisons to the prior year may not be meaningful.

For the fourth quarter of fiscal 2003, revenue of $997.1 million
was up 2.0% from $977.4 million for the comparable prior year
period, driven largely by growth of the company's healthcare-
related businesses. The net loss for the fourth quarter of 2003
was $9.9 million compared to a net loss of $68.2 million for the
prior year quarter. The fourth quarter of fiscal 2003 net loss
included interest expense of $31.5 million. In the prior year
period, interest expense was not recorded for those liabilities
subject to compromise. The net loss incurred in the fourth quarter
of 2002 included an adjustment of approximately $65 million to
increase insurance reserves.

Fourth quarter EBITDA (earnings before interest, income taxes,
depreciation, amortization, other income, other financing related
expenses, gain on discharge of debt, fresh start accounting
adjustments and cumulative effect of change in accounting
principle) was $63.6 million as compared to an EBITDA loss of
$15.6 million for the predecessor company in the fourth quarter of
2002. As discussed above, the fourth quarter 2002 results included
an adjustment of approximately $65 million to increase insurance
reserves. Net cash provided by operating activities for the 2003
fourth quarter was $187.0 million as compared to net cash provided
by operating activities of $182.1 million for the predecessor
company in the prior year period.

EBITDA for full year fiscal 2003 was $456.4 million on a pro forma
basis as compared to $421.0 million for fiscal 2002. Net cash
provided by operating activities for full year 2003 was $395.5
million on a pro forma basis compared to net cash provided by
operating activities of $433.8 million for fiscal 2002. The
reduction of net cash provided by operating activities for fiscal
2003 is primarily due to a $50 million contribution to the
company's pension plans. The company presents EBITDA, a non-GAAP
measure, as a supplemental disclosure to the financial results
provided in this news release. EBITDA is commonly used as a
measure to evaluate the company's ability to service or incur
debt. Schedules reconciling EBITDA and other non-GAAP financial
measures, including results presented on a pro forma basis, are
provided as a supplement to this release.

"We emerged from chapter 11 with a sound financial structure,"
said Kevin Benson, Laidlaw International's President and Chief
Executive Officer. "The operating results of the fourth quarter,
generally the weakest due to seasonality of the education services
segment, were in line with our expectations. I am particularly
encouraged that, despite continued weak economic conditions,
important steps taken by Greyhound to more closely match capacity
with demand have resulted in improved performance of that unit."

As part of Laidlaw International's reorganization, fresh start
accounting principles were adopted effective June 1, 2003. The
principal effect of fresh start accounting is an adjustment of the
assets and liabilities of the company to represent "fair value".
The fair value of the total enterprise was determined to be $2.8
billion, the mid-point of a range of $2.4 to $3.2 billion, based
on a variety of valuation methods. The fresh start adjustments are
generally consistent with the estimates previously disclosed,
however, a portion of the enterprise value is now being assigned
to deferred tax assets.

The creditors of the predecessor company received approximately
$1.2 billion in cash and 103.8 million shares of new common stock
in Laidlaw International in exchange for the compromise of
approximately $4.0 billion of previously existing corporate debt
and other liabilities.

During the fourth quarter, Steve Gorman joined the company as
President and Chief Executive Officer of Greyhound and Hugh
MacDiarmid joined as President and Chief Executive Officer of
Laidlaw Education Services.

"With the challenges of the chapter 11 reorganization behind us,
we were able to bring the new senior management team into the
company and turn our attention to the performance of each of our
units," said Kevin Benson. "I believe with the changes we have
made to date, we should see revenue grow 2 to 3% in fiscal 2004,
yielding increases in EBITDA of 5 to 6% and similar increases in
net cash from operating activities. I also believe that these
companies are capable of more. We have now started major strategic
reviews of all of the operating units to determine the potential
of each and the steps required to achieve that potential. With
these reviews currently underway, we are being conservative and
constraining capital spending. Accordingly, we project net capital
expenditures for fiscal 2004 to total approximately $250 million,
down approximately 20% from net capital expenditures for fiscal
2003 of $320 million."

Laidlaw International, Inc. is a holding company for North
America's largest providers of school and inter-city bus
transport, public transit, patient transportation and emergency
department management services. Trades of the company's shares are
posted on the OTC Bulletin Board (OTCBB:LALW). Additionally, the
company's shares trade on the Toronto Stock Exchange (TSX:BUS).
For more information, visit http://www.laidlaw.com


MERRILL LYNCH: S&P Cuts Ratings on 4 Series 1999-C1 Note Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of Merrill Lynch Mortgage Investors Inc.'s mortgage pass-
through certificates series 1999-C1. At the same time, ratings are
affirmed on six other classes from the same transaction.

The 'D' rating on the class H certificates reflects cumulative and
ongoing interest shortfalls that are not expected to be paid back
in the near term. The remaining lowered ratings reflect
anticipated credit support erosion upon the disposition of several
assets. The classes with affirmed ratings are adequately supported
at existing and projected credit enhancement levels.

Several lowered ratings may change pending the outcome of
litigation between the trust and UBS Warburg Real Estate
Securities Inc., successor to PaineWebber Real Estate Securities
Inc. The trust asserts that PaineWebber breached the
representations and warranties made as part of its loan
origination on 33 loans (136 million, 24% of the loan pool). The
trust is demanding that UBS repurchase all 33 loans at par,
including all fees and expenses. Rulings in favor of the trust
could significantly improve projected credit enhancement levels. A
significant concern is the risk associated with the litigation
expense, which totals $2.75 million as of Nov. 6, 2003. The
expenses could adversely affect the liquidity and ratings on all
of the trust's certificates depending on how they are reimbursed.

According to ORIX Capital Markets LLC, the special and master
servicer, there are nine specially serviced loans ($64.6 million,
12%). Eight of the nine loans are delinquent. The remaining loans
in the pool are current. Three of the specially serviced loans
have appraisal reduction amounts totaling $15.6 million (3%).
Details are as follows:

     -- The seventh-largest loan in the pool, at $17.6 million, is
        more than 90 days delinquent. It is secured by a 213,613-
        square-feet office property in Salt Lake City, Utah. The
        loan was transferred to special servicing on Aug. 9, 2001
        due to a monetary default caused by high property vacancy.
        As of Sept. 30, 2003, occupancy was 30%. A receiver was
        appointed on Sept. 30, 2003, and foreclosure should
        conclude in 90 to 180 days. An ARA of $4.8 million is
        outstanding on the loan.

     -- The eighth-largest loan, at $15.8 million, is 30 days
        delinquent and secured by a 142,769-sq.-ft. hi-tech office
        building in Irving, Texas. The loan was transferred to
        special servicing on Jan. 30, 2003 due to imminent default
        caused by high property vacancy. As of Sept. 30, 2003,
        occupancy was 49%. The borrower is seeking a discounted
        payoff offer (DPO) while ORIX pursues foreclosure and
        offers the note for sale.

     -- The tenth-largest loan, at $14.8 million, is secured by
        two multifamily properties in Virginia with a total of 664
        units. The loan was transferred to special servicing in
        early 2000 and became real estate owned (REO) in October
        2001. Significant deferred maintenance caused 110 units at
        one of the properties to become uninhabitable. One
        property is under a soft contract for $4.9 million and the
        other is under a hard contract for $2.2 million. Both have
        expected closings at year-end. An ARA of $7.5 million is
        outstanding on the loan, and the loan is part of the
        litigation between the trust and UBS.

     -- A $6.2 million loan secured by 415-unit multifamily
        property in Harvey, Louisiana is in foreclosure. The loan
        was transferred to special servicing in March 2002. ORIX
        is seeking to convert the loan to full recourse. Court
        dates are during the first quarter 2004. An ARA of $3.2
        million is outstanding on the loan and the loan is part of
        the litigation between the trust and UBS.

     -- A $3.8 million loan secured by two office buildings with a
        total of 57,798 sq. ft. in Smithtown, New York is also in
        foreclosure. The loan was transferred to special servicing
        in January 2002. ORIX and the borrower are pursuing a
        temporary reinstatement followed by a DPO. The loan is
        also part of the litigation between the trust and UBS.
        
There are four remaining specially serviced loans. A $2.3 million
loan secured by a 72,700-sq.-ft. industrial/flex building in
Queens, New York is in foreclosure. The loan was reinstated in
October 2003 and will likely become a watchlist loan in early
2004. A current $2.2 million loan is secured by a multifamily
property in Montgomery, Ala. The property suffers from a weak
market. A $1.1 million loan in foreclosure is secured by a retail
property of 8,000 sq. ft. formerly occupied by Gateway. The
property is vacant as of Oct. 31, 2003, and the borrower has no
perspective tenants. Finally, a $1.0 million loan in foreclosure
is secured by a 72-unit multifamily property in Tampa, Fla. A
forbearance agreement was signed July 21, 2003 after the borrower
brought the loan current.

ORIX reported a watchlist of 32 loans with an aggregate principal
balance of $101.9 million (18%). The majority of the loans are on
the watchlist due to occupancy issues, lease expirations or low
net cash flow debt service coverage ratio levels.

As of Nov. 17, 2003, ORIX reported that the trust collateral
consisted of 102 loans with an outstanding principal balance of
$554.9 million, down from 106 loans totaling $592.4 million at
issuance. ORIX reported information on 92% of the pool. Standard &
Poor's calculated the DSCR for the current pool at 1.40x, the same
as at issuance. The current top 10 loans have an aggregate
outstanding balance of $186.8 million (34%). The weighted average
DSCR for the top 10 loans increased to 1.41x, up from 1.35x at
issuance, excluding the tenth largest loan for lack of reporting.

The pool is geographically diverse and has properties in 32
states, with concentrations in Texas (18%) and California (12%).
Property type concentrations are multifamily (31%), office (28%),
and retail (24%), with the balance of the loans secured by
industrial, hotel, senior housing, manufactured housing, and self-
storage.

Based on discussions with the servicer, Standard & Poor's stressed
various loans in the mortgage pool as part of its analysis. The
expected losses and resultant credit levels adequately support the
lowered and affirmed ratings.
   
                        RATINGS LOWERED
   
                Merrill Lynch Mortgage Investors Inc.
        Commercial mortgage pass-through certs series 1999-C1
   
                    Rating
        Class   To           From   Credit Enhancement (%)
        E       BBB-         BBB                     12.26
        F       BB           BBB-                    10.93
        G       B            BB-                      6.66
        H       D            CCC                      2.92
            
                        RATINGS AFFIRMED
   
                Merrill Lynch Mortgage Investors Inc.
        Commercial mortgage pass-through certs series 1999-C1
   
   
        Class   Rating   Credit Enhancement (%)
        A-1     AAA                      28.28
        A-2     AAA                      28.28
        B       AA                       22.41
        C       A                        17.60
        D       A-                       16.00
        IO      AAA                       N.A.


METRIS: Fitch Puts Junk Senior Unsecured Rating on Watch Neg.
-------------------------------------------------------------
Fitch Ratings has placed Metris Companies Inc. 'CCC' senior
unsecured rating on Rating Watch Negative following the company's
announcement that its external auditor, KPMG LLP, has issued a
letter to the Audit Committee citing material weakness surrounding
internal controls around the valuation of the company's retained
interest in securitized assets. As a result, Metris has delayed
the filing of its quarterly 10-Q report to the Securities and
Exchange Commission. Fitch's Rating Watch reflects the uncertainty
around this recently identified issue, and the ultimate impact on
Metris' financial condition and liquidity. Fitch will settle the
Rating Watch after evaluating the financial impact, if any, once
the issue is resolved between KPMG and Metris.

         Ratings Placed on Rating Watch Negative:

   Metris Companies Inc. -- Senior Unsecured Debt 'CCC'.


MILLENNIUM CHEMS: Planned $125M Debentures Gets S&P's BB- Rating
----------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Millennium Chemicals Inc.'s proposed $125 million convertible
debentures due 2023, based on preliminary terms and conditions.
Proceeds of the notes will be used to reduce secured borrowings
under committed bank facilities and to add liquidity to refinance
utilization of an existing accounts receivables securitization
facility. The notes are guaranteed by a wholly owned subsidiary,
Millennium America Inc.

At the same time, Standard & Poor's affirmed its 'BB-/Stable/--'
corporate credit rating on Millennium Chemicals Inc. and raised
the ratings on the existing $150 million revolving credit facility
to 'BB' from 'BB-', to recognize the benefits of a pending
amendment (subject to the successful sale of at least $110 million
of long-term notes) that will improve lenders prospects for full
recovery in the event of a default. Hunt Valley, Maryland-based
Millennium, with about $1.6 billion of annual sales and
approximately $1.3 billion of outstanding debt (excluding
adjustments to capitalize operating leases), is primarily engaged
in the production of commodity chemicals. The outlook is stable.

"The completion of the proposed financing plan and amendment to
the existing bank facilities will substantially reduce concerns
related to restrictive financial covenants and is expected to
preserve access to the company's primary bank facility," said
Standard & Poor's credit analyst Kyle Loughlin. "These
developments, together with the benefits of a favorable debt
maturity profile and expectations for a gradual improvement to
operating results, should provide Millennium with sufficient
liquidity to comfortably navigate through the bottom of the
current chemical industry trough," he continued.

The ratings on Millennium reflect an aggressive debt burden,
mitigated somewhat by financial policies that strongly emphasize
debt reduction as business conditions improve, and an average
business profile. Still, a disappointing coatings season for TiO2,
a white pigment used in coatings, plastics, and paper production,
and heightened uncertainty with respect to the timing and strength
of the emerging petrochemical sector recovery, are likely to
result in more gradual debt reduction than previously planned.
Meaningful sources of untapped liquidity, in the form of the
amended bank facility, cash balances and the company's ownership
stake in Equistar Chemicals, will remain positive factors,
although the timing and extent to which Equistar will be able to
distribute cash to its owners remains an uncertainty.


MILLER INDUSTRIES: Third-Quarter Net Loss Widens to $6.8 Million
----------------------------------------------------------------
Miller Industries, Inc. (NYSE: MLR) announced financial results
for the third quarter ended September 30, 2003.

For the third quarter of 2003, net sales from continuing
operations were $50.3 million, compared with total net sales of
$54.8 million in the third quarter of 2002.  Net sales of the
Company's towing and recovery equipment products increased 5% to
$50.3 million versus $47.8 million in the year ago period.  The
third quarter 2003 had a loss from continuing operations of
$2.0 million, or $0.21 per diluted share, compared with income
from continuing operations of $0.8 million, or $0.09 per diluted
share, in the third quarter of 2002.

Including a loss of $4.8 million, or $0.52 per diluted share,
after-tax, from discontinued operations, the Company reported a
net loss for the 2003 third quarter of $6.8 million or $0.73 per
diluted share, compared to a net loss for the 2002 third quarter
of $1.0 million, or $0.10 per diluted share.  The net loss for the
third quarter of 2002 included a loss from discontinued operations
of $1.8 million, or $0.19 per diluted share.

Cost of operations in the third quarter of 2003 was $44.6 million,
compared to $47.3 million in the year-ago period.  For the 2003
third quarter, selling, general and administrative expenses were
$4.3 million, or 8.5% of net sales, versus $5.5 million, or 10.0%
of net sales, in the prior year period, reflecting the Company's
ongoing focus on operating cost control.

Net interest expense in the third quarter of 2003 for continuing
operations was $3.3 million compared to $0.6 million in the year-
ago third quarter.  Total interest expense for the continuing and
discontinued operations was $4.6 million in the 2003 third
quarter.  The increase in interest expense reflects commitment
fees charged in conjunction with the Company's Junior Credit
Facility in July 2003, as well as the Company's write off of
unamortized loan costs associated with its existing Senior Credit
Facility.  In total, these items increased interest expense for
both continuing and discontinued operations in the 2003 third
quarter by approximately $3.0 million.

For the nine month period ended September 30, 2003, net sales from
continuing operations were $156.2 million versus $171.4 million
during the prior-year period.  During the first nine months of
2003 the Company reported income from continuing operations of
$1.4 million, or $0.15 per diluted share, compared to income from
continuing operations of $4.5 million, or $0.49 per diluted share
a year ago.  Including a loss from discontinued operations of
$9.3 million, or $0.99 per diluted share, the Company reported a
net loss for the first nine months of 2003 of $7.9 million, or
$0.84 per diluted share.  Including a loss from discontinued
operations of $6.0 million, or $0.65 per diluted share, and a
goodwill impairment charge related to the Company's adoption of
FAS 142, "Accounting for Goodwill and Other Intangible Assets" of
$21.8 million, or $2.34 per diluted share, as previously
announced, the Company reported a net loss for the 2002 nine-month
period of $23.4 million, or $2.50 per diluted share.

Jeffrey I. Badgley, President and Co-CEO commented, "Overall,
apart from the charges that were taken during the quarter related
to our credit facilities, our third quarter results from the
manufacturing operations showed some positive trends.  Despite the
summer months generally being our slowest time of the year, the
continuing operations had earnings before interest, taxes and loss
on disposition of over $1.4 million during the quarter.  The
progress we've made in reducing our cost structure has allowed us
to generate earnings and cash flow despite the difficult
conditions that have persisted in our marketplace.

Mr. Badgley concluded, "We faced a number of challenges from our
banking situation and from the general economic conditions during
the quarter which impacted revenues and earnings. Against this
backdrop, we began to see a pick-up in demand in late August that
has continued into the fourth quarter. We believe this to be a
preliminary indication of improvement in the markets we serve.  In
the meantime, we are working very hard in our efforts to complete
our refinancing."

              Update Regarding Refinancing Efforts

The Company also updated its various efforts to refinance its
existing credit facilities. As previously disclosed, on October 3,
2003, the Company entered into a letter agreement with a large
financial institution pursuant to which such lender confirmed its
interest in providing up to $53 million of financing in order to
refinance the Senior Credit Facility and the Junior Credit
Facility.  The agreement does not constitute a commitment or
undertaking to provide financing, and is subject to completion of
due diligence and other conditions.  Thus, there can be no
assurance that this new credit facility will be consummated.  The
lender is continuing its due diligence process and, if the
transaction proceeds to closing, the Company continues to
anticipate the closing occurring by year end 2003.

The Company is in the process of negotiating with Contrarian
Capital, Greenwich, Connecticut, the terms of an agreement under
which the holders of all of the subordinated notes of the Company
would convert all obligations under such notes in excess of
approximately $9.7 million into shares of common stock of the
Company.  Such equity conversion would be at an exchange ratio
equal to the average closing prices of the Company's common stock
during the fourth quarter of 2003.  Such conversion would occur
simultaneously with and be conditioned upon the closing of the
proposed new senior credit facility described above. This
reduction of debt is necessary for the new senior facility as
currently proposed to be adequate for the Company's borrowing
needs. The conversion into equity of approximately 44% of such
debt obligations is further conditioned upon approval of the
shareholders of the Company because these shares would be issued
to a partnership controlled by certain executive officers and
directors of the Company.  It is contemplated that the
shareholders meeting to consider this matter will be held on
Tuesday, December 23, 2003.  There is no definitive agreement
regarding this transaction at this time and there can be no
assurance that any such agreement will actually be entered into.

On October 31, 2003, William G. Miller, the Chairman of the Board
and Co-CEO of the Company, made a $2,000,000 loan to the Company
as a part of the existing senior credit facility.  In conjunction
with such investment, the senior credit facility lender group
entered into a forbearance agreement with the Company where they
agreed to forebear from pursuing any remedies resulting from the
Company's default under the senior credit agreement through
December 31, 2003.  As a result of Mr. Miller's additional
investment, the Company realized increased borrowing availability
under the senior credit agreement, the default interest rate was
lowered by 2% and certain monthly amortization payments were
deferred until December 31, 2003.  In addition, the prepayment
penalty of 1% was waived in the event that refinancing was
completed before year-end December 31, 2003.

Miller Industries, Inc. is the world's largest manufacturer of
towing and recovery equipment.  The Company markets its towing and
recovery equipment under a number of well-recognized brands,
including Century, Vulcan, Chevron, Holmes, Challenger, Champion
and Eagle.


MIRANT CORP: Simpson Thacher & Andrews & Kurth Represent Committee
------------------------------------------------------------------
Prior to the Petition Date, in efforts towards an out-of-court
restructuring or "prepackaged" Chapter 11 plan, the Mirant Debtors
engaged in extensive and protracted negotiations with their bank
lenders and bondholders.  In this connection, Andrews & Kurth LLP
represented an ad hoc committee of Mirant bondholders.  Simpson
Thacher & Bartlett LLP represented one of Mirant's bank lenders
who supported, and voted to "accept" the Debtors' "prepackaged"
Chapter 11 plan.

Pursuant to Sections 330 and 1103 of the Bankruptcy Code and
Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure,
the Official Committee of Unsecured Committee of Mirant
Corporation seeks the Court's authority to retain Andrews & Kurth
and Simpson Thacher as co-counsels to the Mirant Committee,
effective as of July 25, 2003.

Ronald Goldstein, Co-Chair of the Mirant Committee, informs the
Court that Andrews & Kurth and Simpson Thacher were selected
because of their respective prepetition roles in restructuring
negotiations and because of both firms' significant expertise in
the bankruptcy, restructuring and energy arenas.

Andrews & Kurth and Simpson Thacher's representation of the
Mirant Committee will include:

   (a) advising and consulting with the Committee concerning
       legal questions arising in administering the Debtors'
       estates and unsecured creditors' rights and remedies in
       connection with the estates;

   (b) analyzing the various facets of the Debtors' assets and
       liabilities, including present and historical matters and
       inter-company relationships;

   (c) working with the Debtors concerning the administration of
       these Chapter 11 cases;

   (d) preserving, protecting and maximizing the value of the
       Debtors' assets;

   (e) preparing pleadings, motions, answers, notices, orders
       and reports that are necessary or required for the
       protection of the Mirant Committee's interests and the
       orderly administration of the Debtors' estates;

   (f) working to formulate, prepare and confirm a Chapter 11
       plan of reorganization for the Debtors, which maximizes
       value to creditors;

   (g) protecting and maximizing the value of MAGI's assets and
       business for the benefit of Mirant creditors; and

   (h) performing any and all other legal services for the
       Mirant Committee that it determines are necessary and
       appropriate to faithfully discharge its duties or
       otherwise relevant to these Chapter 11 cases.

Paul N. Silverstein, Esq., a partner at Andrews & Kurth, relates
that neither he, nor any lawyer at Andrews, represent any party-
in-interest other than the Mirant Committee in connection with
these cases.  Moreover, Mr. Silverstein assures Judge Lynn that
Andrews will only represent the Mirant Committee in connection
with these cases.

Similarly, Mark Thompson, Esq., a member of Simpson Thacher &
Bartlett, tells the Court that to the best of his knowledge,
Simpson and its professionals do not represent any entity having
an adverse interest in connection with these cases.  Mr. Thompson
disclosed that two partners at Simpson hold, in the aggregate,
650 shares of Mirant Corporation.  Individual partners at the
firm may also own shares in other parties-in-interest.  In fact,
Mr. Thompson relates that he own shares of ConocoPhillips and
FleetBoston Financials, both of which are the Debtors' creditors.

Andrews & Kurth will charge the estates its customary hourly
rates, which are:

   Paul N. Silverstein            $650
   Jason S. Brookner               395
   Richard Baumfield               405

If additional professionals will render services, their hourly
rates range from:

   Attorneys                      $145 - $650
   Paraprofessionals                90 -  170

Simpson Thacher will charge the estates based on these hourly
rates:

   Partners                       $620 - $770
   Associates and Counsel          225 -  560
   Paralegals                      120 -  155

Mr. Goldstein adds that both Firms will be reimbursed for their
actual out-of-pocket expenses.

                          *     *     *

On an interim basis, the Court authorized the retention of
Andrews & Kurth and Simpson Thacher as the Mirant Committee's co-
counsel, nunc pro tunc to July 25, 2003. (Mirant Bankruptcy News,
Issue No. 12; Bankruptcy Creditors' Service, Inc., 215/945-7000)


MIRANT CORP: Americas Energy Capital's Case Summary & Creditors
---------------------------------------------------------------
Debtor: Mirant Americas Energy Capital, LP
        1155 Perimeter Circle West
        Atlanta, Georgia 30338

Bankruptcy Case No.: 03-91079

Debtor affiliates filing separate chapter 11 petitions:

    Entity                                        Case No.
    ------                                        --------
    Mirant Americas Energy Capital Assets, LLC    03-91081

Type of Business: The debtors are affiliates of Mirant
                  Corporation.

Chapter 11 Petition Date: November 18, 2003

Court: Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtors' Counsel: Judith Elkin, Esq.
                  Haynes and Boone
                  901 Main St., Suite 3100
                  Dallas, TX 75202-3789
                  Tel: 214-651-5000

                        -and-

                  Thomas E. Lauria, Esq.
                  White & Case LLP
                  200 S. Biscayne Blvd.,
                  Suite 4900
                  Miami, FL 33131
                  Phone: 305-371-2700
                  Fax: 305-358-5744

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million

Debtors' 4 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
SBC                         Trade debt                  $3,877

Airborne Express            Trade debt                    $632

Imagistics                  Trade debt                    $401

Qwest Customer Services     Trade debt                      $5


NEW WORLD POWER: Wolverine Power Files for Chapter 11 Protection
----------------------------------------------------------------
Synex International is providing an update on development activity
of its wholly owned subsidiary, Synex Energy Resources Ltd. in
regard to Wolverine Power Corporation, Mears Creek Hydro Project,
McKelvie Creek Hydro Project, Cypress Creek Hydro Project, Kyuquot
Power Ltd. and Coast Mountain Power Corp.

At June 30, 2003, Synex Energy had a US$1 million Convertible Loan
with the New World Power Corporation, which was due on June 1,
2001. The Convertible Loan and accrued unpaid interest and charges
were secured by a first mortgage on the power plants of Wolverine
Power Corporation, a wholly owned subsidiary of New World.

On July 3 and July 7, 2003, the energy division completed the
foreclosure on the real estate assets of Wolverine and proceeded
with necessary actions to acquire the other assets. On November 7,
2003, Wolverine filed for a Chapter 11 bankruptcy under which
Wolverine is expected to submit a plan of reorganization.
Accordingly, at this time, the energy division has not yet been
able to secure the other assets of Wolverine.

Construction of the 4MW Mears Creek Hydro Project is well
advanced. The steel section of the penstock has been completed and
the turbine/generator has been delivered to site. Construction of
the powerline, polyethelene penstock, intake, wier and
mechanical/electrical installations are continuing. The project is
scheduled to commence operating about mid-January 2004.

In December 2001, Synex Energy and BC Hydro executed an
electricity purchase agreement for the McKelvie Creek Hydro
Project. Due to higher than anticipated cost estimate,
particularly the BC Hydro interconnection fees, it is expected
that the EPA will be terminated on or before November 30, 2003.
Synex Energy is in discussions with the Village of Tahsis
regarding the continued development of the project under a joint
venture or partnership arrangement. It is anticipated that the
project will be developed over time, with attendant lower
construction costs and a future electricity purchase agreement.

Synex Energy and BC Hydro have executed an electricity purchase
agreement dated November 5, 2003 in respect of the Cypress Creek
Hydro Project. The project has a target commercial operation date
of September 2006 and the energy division is continuing the
regulatory and public consultation process.

Kyuquot Power Ltd., a wholly owned subsidiary of Synex Energy, is
intending to build a powerline connection to Kyuquot on Vancouver
Island and thereafter to own and operate a regulated electrical
utility serving Kyuquot and surrounding areas. The project has
been progressing intermittently to allow the local First Nation to
attempt to secure funds for a contribution to the project. These
funds would significantly decrease the cost of electricity for the
First Nation. It is anticipated that construction of the powerline
will recommence during the 2003/2004 winter season.

Synex Energy holds almost 900,000 common shares of Coast Mountain
Power Corp., a publicly listed company. Coast Mountain is
developing the 112MW Forrest Kerr Hydroelectric Project to be
located in northwestern British Columbia. Coast Mountain and BC
Hydro have executed an electricity purchase agreement dated
November 5, 2003 in respect of the project. The target commercial
operation date for the project is May/June 2006. Coast Mountain
also announced on November 7, 2003 an expected financing by the
sale of up to 5 million units, including a brokers' over
allotment, at a gross price of $2.00 per unit. Each unit will
consist of one common share and one-half of one common share
purchase warrant.


NEW WORLD POWER: Defaults on Two Secured Bank Loans
---------------------------------------------------
New World Power Corporation, in its SEC Form 8-K filed on
October 30, 2003, reported that it is currently in default with
respect to senior loans issued to two lenders and collateralized
by a first and second mortgage in the aggregate of approximately
$1,300,000 secured by Wolverine Power Corporation.


NEW WORLD POWER: Sells Wolverine Power & Changes Accountants
------------------------------------------------------------
New World Power Corporation, in its SEC Form 8-K filed on
November 4, 2003, reported that effective August 30, 2003, the
Registrant sold its ownership of Wolverine Power Corporation,
consisting of 100% of Wolverine Power Corporation's common stock,
to Henry Plantagent Inc., a private corporation ,for $2,050,000
including the assumption of all liabilities and payables.

                 Change in Certifying Accountants

Effective October 24, 2003 the Registrant terminated Lazar, Levine
& Felix as its independent accountants, due to the Company
desiring a different independent accountant as a cost saving
measure. The action was recommended by the Board of Directors of
the Registrant. The action was approved by a majority of the
shareholders and the Board of Directors of the Registrant.

On October 24, 2003, the Registrant engaged Bagell, Josephs and
Company, LLC, with offices in New Jersey, to audit the
registrant's consolidated financial statements for 2001, 2002 and
2003. Distributed Power, Inc. has not previously engaged or
consulted with Bagell Josephs and Co, LLC on any matter. Lazar's
reports on the Registrant's financial statements for the past year
ended December 31, 2001 contained no adverse opinion or disclaimer
of opinion, and were not qualified or modified as to uncertainty,
audit scope or accounting principle. Prior thereto, Lazar's
reports on the Registrant's financial statements for the fiscal
year ended December 31, 2000 contained no adverse opinion or
disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope or accounting principle. The Registrant
has not yet filed it financial statements for the year ended
December 31, 2002, but expects to do so shortly. During the most
recent two fiscal years and up to the termination date, there were
no disagreements between the Registrant and Lazar on any matters
of accounting principles or practices, financial statement
disclose, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of Lazar, would have caused them
to make a reference to the subject matter of the disagreements in
connection with their reports on the financial statements.

The Registrant has provided a copy of this disclose to Lazar in
compliance with the provisions of Item 304 (a) (3) of Regulation
S-K. Exhibit 16.1 Letter from Lazar to Securities and Exchange
Commission dated October 29, 2003.

        Change in Registrant's Name and Reverse Stock Split
                   Effective October 24, 2003

The Registrant changed its name to Distributed Power, Inc. from
The New World Power Corporation, and accomplished a 1 for 100
reverse stock split with respect to its common stock.


NORTEL NETWORKS: Files Third-Quarter 2003 Results on Form 10-Q
--------------------------------------------------------------
Nortel Networks Corporation (NYSE:NT)(TSX:NT) has filed with the
United States Securities and Exchange Commission its Form 10-Q
Report for the quarterly period ended September 30, 2003.

The Third Quarter 2003 Form 10-Q includes unaudited interim
financial statements, prepared in accordance with United States
generally accepted accounting principles, for the three months and
the nine months ended September 30, 2003. Further to Nortel
Networks previously announced intention to restate its financial
statements for the years ended December 31, 2000, 2001 and 2002
and the quarterly periods ended March 31 and June 30, 2003, the
Third Quarter 2003 Form 10-Q also includes restated comparative
unaudited interim financial statements for the three months and
the nine months ended September 30, 2002, as well as the restated
consolidated unaudited balance sheet as at December 31, 2002.

The Third Quarter 2003 Form 10-Q also includes the impact on
revenues and earnings (loss) of the restatement adjustments for
the quarterly periods ended March 31, 2003 and June 30, 2003 and
for the years ended December 31, 2000, 2001 and 2002, as well as
on the Company's accumulated deficit as at each of these dates,
prepared in accordance with U.S. GAAP. The net effect of the
restatement adjustments was a reduction in accumulated deficit as
at June 30, 2003 of $505 million.

The financial results of Nortel Networks Limited, Nortel Networks
Corporation's principal operating subsidiary, are fully
consolidated into Nortel Networks results. NNL's preferred shares
are publicly traded in Canada. NNL filed with the SEC its Form
10-Q Report for the quarterly period ended September 30, 2003 at
the same time as the Nortel Networks filing.

The Company continues to expect to file its applicable financial
statements for the third quarter of 2003, prepared in accordance
with Canadian generally accepted accounting principles, with the
Canadian regulatory authorities no later than November 28, 2003
(within the period permitted for timely filings). The Company also
expects to file restated financial statements for the other
periods subject to the previously announced restatements at the
earliest possible time in the fourth quarter of 2003. NNL expects
to file its applicable financial statements for the third quarter
of 2003 with the Canadian regulatory authorities and the restated
financial statements for the other relevant periods at the same
time as the Nortel Networks filings.

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


NRG ENERGY: Court Okays Rosen as Committee's Special Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of the NRG Energy
Debtors sought and obtained the Court's authority to retain
Sanford P. Rosen & Associates, P.C., nunc pro tunc to August 14,
2003, as its special counsel to perform legal services as
necessary in the Debtors' Chapter 11 cases in connection with
General Electric Capital Corporation, GE Financial Assurance
Holdings, Inc., Fleet Boston, and the Merrill Lynch and certain of
its affiliates.  

Rosen is expected to:

   (a) provide legal advice with respect to the Committee's
       powers and duties in these cases regarding the GE
       Entities, Fleet Boston, or the Merrill Lynch Entities;

   (b) represent the Committee at hearings and in the Committee's
       discussions with the Debtors and other parties-in-
       interest, as well as professionals retained by any parties
       regarding the GE Entities, Fleet Boston, or the Merrill
       Lynch Entities;

   (c) review and analyze pleadings, orders, schedules and other
       legal documents regarding the GE Entities, Fleet Boston,
       or the Merrill Lynch Entities; the preparation on behalf
       of the Committee of all necessary pleadings, orders,
       reports and other legal documents regarding the GE
       Entities, Fleet Boston, or the Merrill Lynch Entities; and

   (d) perform all other legal services for the Committee
       regarding the GE Entities, Fleet Boston, or the Merrill
       Lynch Entities, which may be necessary and proper for the
       Committee to discharge its duties in these Chapter 11
       proceedings.

James Schaeffer, Vice President of the Creditors' Committee,
relates that the Rosen Firm will render services on an hourly
basis according to its customary hourly rates in effect when the
services are rendered.  These rates may change from time to time
in accordance with the Rosen Firm's established billing practices
and procedures.  The firm's current and standard hourly rates in
calendar year 2003 are:

   Sanford P. Rosen                  $400
   Kenneth M. Lewis                   325
   Associates                         225 - 300
   Paralegals                          50

Sanford P. Rosen, member of the Rosen Firm, assures Judge Beatty
that the Rosen Firm is a "disinterested person" as that phrase is
defined in Section 101(14) of the Bankruptcy Code, and does not
hold or represent any interest adverse to the Debtors' estates
with respect to the matters for which the Rosen Firm is to be
employed, as required by Section 328(c) of the Bankruptcy Code.
(NRG Energy Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ON COMMAND CORP: Sept. 30 Net Capital Deficit Burgeons to $46MM
---------------------------------------------------------------
On Command Corporation (OTC Bulletin Board: ONCO), a leading
provider of in-room interactive services, business information and
guest services for the lodging industry, announced its financial
results for the quarter and nine months ended September 30, 2003.

Total net revenue for the third quarter of 2003 was $61.0 million
compared to $60.8 million in the third quarter of 2002.  Room
revenue increased by 2.5% to $59.5 million in the third quarter of
2003 compared to $58.0 million in the third quarter of 2002.

Adjusted EBITDA (defined by On Command as revenue less direct
costs of revenue and other cash operating expenses, excluding
depreciation and amortization and asset impairments and other
charges) for the third quarter of 2003 was $15.5 million, a
decrease of $2 million compared to Adjusted EBITDA in the third
quarter of 2002 of $17.5 million.  For the nine months ended
September 30, 2003, Adjusted EBITDA was $45.3 million compared to
$49.6 million in the comparable period in 2002.    

Loss from operations for the third quarter ended September 30,
2003 was $4.3 million compared to $2.5 million for the
corresponding period of 2002.

The Company reported a net loss attributed to common stockholders
of $11.1 million ($0.36 per share) for the quarter, compared to a
$8.3 million ($0.27 per share) net loss for the corresponding
period in 2002.

Revenue per room for the third quarter was $23.49 compared to
$22.86 for the same period in 2002, the increase due primarily to
an increase in revenue generated from short subjects, digital
music and television-based Internet products.

At September 30, 2003, the Company's balance sheet shows a working
capital deficit of about $16 million, and a total shareholders'
equity deficit of about $46 million.

Highlights for the third quarter include:

     -- installed the digital platform in 10,000 rooms, bringing
        the total number of digital rooms to 343,000 or 39.0% of
        the total owned room base of 879,000;

     -- installed the digital music product in more than 43,600
        rooms and the TV Internet service to more than 6,600
        rooms, bringing total digital music rooms to 293,000 and
        TV Internet capability to 285,000 rooms;

     -- reduced capital spending for the nine months ended
        September 30, 2003 to $35.4 million, compared to $41.4
        million in the first nine months of 2002.

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.


OWENS: Wants to Keep Solicitation Exclusivity Until July 1, 2004
----------------------------------------------------------------
Several hearings were held to consider the adequacy of the Owens
Corning Debtors' Disclosure Statement, the latest of which will be
held on December 1, 2003.  The Plan Proponents are hopeful that
the Court will tentatively approve the Disclosure Statement at
that hearing.

The Debtors' Solicitation Period currently expires on
November 30, 2003.  By this motion, the Debtors ask the Court to
extend their exclusive Solicitation Period through and including
July 1, 2004, to permit adequate time to complete the necessary
procedures to gain approval of the Disclosure Statement and
solicit acceptances of the Plan.

Norman L. Pernick, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, reiterates that separate and apart from their size, the
Debtors' cases are extremely complex.  These mega cases involve
18 debtors and dozens of non-debtor entities, whose assets and
business operations are spread throughout the United States and
numerous foreign countries.  In addition, these cases have
complex inter-creditor issues, involving numerous competing
creditor groups like bond holders, an unsecured bank group, trade
creditors and those creditors and other parties holding "present"
and "future" asbestos claims.  The multiple issues between and
among these constituencies are well documented on the record and
some of them have already been the subject of a month-long
substantive consolidation trial.  Others, including an estimation
of the Debtors' asbestos liabilities, remain to be resolved.
These issues add layers of complexity to these cases.

If the Court tentatively approves the Disclosure Statement on
December 1, 2003, Mr. Pernick contends that this will be a
milestone evidencing the Debtors' consistent and good faith
efforts to bring these cases to a successful emergence in the
face of stiff opposition.  Ever since the inter-creditor disputes
arose in Owens' case over two years ago, the Debtors pursued a
"dual track" scenario -- attempting to consensually resolve these
disputes while at the same time pursuing the less desired
presentation and confirmation of a non-consensual plan.  Given
the Banks' recent publicly expressed intent not to negotiate
further and decidedly visible choice to pursue a scorched earth
litigation track, the Debtors are left with no choice but to
continue to exercise their fiduciary duties to the estate and
pursue confirmation of their plan of reorganization.

Mr. Pernick notes that recent developments in these cases, beyond
the control of the Debtors or the other Plan Proponents, but
largely within the control of the Bank Group and the Creditors'
Committee, may impact the timing of final approval of the
Disclosure Statement and the voting procedures that will govern
the solicitation of acceptances or rejections of the Plan.  More
specifically, a Petition for Writ of Mandamus was filed in the
United States Court of Appeals for the Third Circuit in which the
Petitioner asks the Court either to order Judge Wolin to recuse
himself from further participation in these cases or expedite
consideration of a recusal motion which the Petitioners filed
before Judge Wolin.  On November 3, 2003, the Third Circuit
stayed "those proceedings for which the reference has been
withdrawn and are pending solely before Judge Wolin, namely
asbestos related issues and certain matters related to -- [the]
proposed plan of reorganization."  In light of the Stay Order, at
this time, Judge Wolin is prohibited from consideration of the
Disclosure Statement, voting procedures, and Plan.

Although it is unclear when Judge Wolin will rule on the
substantive consolidation issues before him and thus, potentially
permit the Plan Proponents to obtain the critical final approvals
of the Disclosure Statement and voting procedures necessary to
solicit acceptances of the Plan, it is clear that any delay
beyond December 1, 2003 is more in the control of the objecting
parties than the Plan Proponents.

Thus, the Debtors have made good faith progress towards proposing
a successful plan, particularly in the face of the continued and
widespread obstructionist actions and objections by the Banks and
the Creditors' Committee.  According to Mr. Pernick, no one knows
what impact, if any, the pending mandamus petition may have on
the plan process.  Given the current procedural posture of these
cases, Mr. Pernick contends that cause exists for the Court to
grant an extension of the Solicitation Period.

Mr. Pernick assures the Court that the request for extension is
not a negotiation tactic, but instead, merely a reflection of the
facts and unique procedural status of these cases and that none
of the Debtors' creditors will be unduly prejudiced by the
extension requested.  The December 1, 2003 hearing before the
Court on the Disclosure Statement and voting procedures will
proceed forward as scheduled and those parties who filed
objections will be heard.  To the extent that the Stay Order
precludes further action on the approval of the Disclosure
Statement, voting procedures, and confirmation of a Plan, the
stay affects all parties-in-interest equally and no creditor will
be prejudiced.

The Court will convene a hearing on December 15, 2003 to consider
the Debtors' request. By application of Del.Bankr.LR 9006-2, the
Debtors' exclusive Solicitation Period is automatically extended
through the conclusion of that hearing. (Owens Corning Bankruptcy
News, Issue No. 62; Bankruptcy Creditors' Service, Inc., 215/945-
7000)   


PACIFIC GAS: Comments on 9th Cir. Express Preemption Decision
-------------------------------------------------------------
PG&E Corporation (NYSE: PCG) and Pacific Gas and Electric Company
issued the following statement in response to the decision issued
by the Ninth Circuit Court of Appeals on the issue of express
preemption:

"We do not view [Wednes]day's ruling by the three-judge panel as
having an impact on our plan to emerge from Chapter 11. The
proposed settlement agreement reached with the staff of the
California Public Utilities Commission (CPUC) in June is
proceeding towards resolution by the end of this year and does not
rely on the bankruptcy law preemption issues addressed in today's
Ninth Circuit decision.

"The Court's ruling [Wednes]day, which relates to PG&E's original
plan, authorizes the application of express preemption of
otherwise applicable nonbankruptcy laws relating to financial
conditions in a plan of reorganization. In addition, the Ninth
Circuit reaffirmed that implied preemption could apply in a case
even if express preemption did not."


PENN NATIONAL GAMING: Pursuing Talks to Acquire Wembley Assets
--------------------------------------------------------------
Penn National Gaming, Inc. (Nasdaq: PENN) is in discussions with
Wembley plc concerning the possible cash acquisition of some or
all of the assets and operations of Wembley plc.

Wembley plc's principal asset is Lincoln Park, a racetrack and
gaming facility located in Lincoln, Rhode Island. Penn National
Gaming indicated that there can be no assurance that a transaction
will result from its dialogue with Wembley plc. A further
announcement will be made as appropriate.

Penn National Gaming (S&P, BB- Corporate Credit Rating, Stable)
owns and operates: three Hollywood Casino properties located in
Aurora, Illinois, Tunica, Mississippi and Shreveport, Louisiana;
Charles Town Races & Slots(TM) in Charles Town, West Virginia; two
Mississippi casinos, the Casino Magic - Bay St. Louis hotel,
casino, golf resort and marina in Bay St. Louis and the Boomtown
Biloxi casino in Biloxi; the Casino Rouge, a riverboat gaming
facility in Baton Rouge, Louisiana and the Bullwhackers casino
properties in Black Hawk, Colorado. Penn National also owns two
racetracks and eleven off-track wagering facilities in
Pennsylvania; the racetrack at Charles Town Races & Slots in West
Virginia; a 50% interest in the Pennwood Racing Inc. joint venture
which owns and operates Freehold Raceway in New Jersey; and
operates Casino Rama, a gaming facility located approximately 90
miles north of Toronto, Canada, pursuant to a management contract.


PERRY ELLIS: Reports Improved Third-Quarter Financial Results
-------------------------------------------------------------
Perry Ellis International, Inc. (Nasdaq:PERY) reported record
total revenue for the third quarter ended October 31, 2003 of
$159.5 million, an increase of $88.9 million, or 125.9%, over the
$70.6 million reported for the same period last year.

The increase is primarily attributable to the inclusion of revenue
from the company's recent acquisition of Salant, a 17.4% growth in
our Perry Ellis branded business, a $2 million increase in our
swimwear sales for the quarter and a 16.1% organic growth in the
company's other core wholesale business. For the nine months ended
October 31, 2003, total revenue was $360.5 million, up 64.4% over
the same period last year.

Operating income for the third quarter was $14.7 million, up
145.1% from $6.0 million from the same period last year. Fully
diluted earnings per share, before a pre-tax charge relating to
certain note refinancing costs were $0.69, as compared to the
$0.16 per fully diluted share reported for the same period last
year. As previously indicated in a prior press release, the
company has taken a $7.3 million pre-tax charge to earnings ($0.51
per fully diluted share) in the quarter ended October 31, 2003 for
certain costs related to the September 15, 2003 refinancing of its
$100 million 12-/4% senior subordinated notes with a new issue of
$150 million of 8-/8% senior subordinated notes.

After giving effect to the costs associated with the note
refinancing, fully diluted earnings per share are $0.18 for the
quarter ended October 31, 2003. For the nine month period ended
October 31, 2003, the company reported fully diluted earnings per
share (excluding refinancing costs) of $1.15 and $0.58 after
taking into account the pre-tax charge relating to certain
refinancing costs.

"We are pleased that in spite of a difficult men's retail
environment, our revenues increased across the board in all of our
wholesale business units this quarter compared to the same period
a year ago," said George Feldenkreis, chairman and chief executive
officer. "Furthermore, our newly acquired Salant/Perry Ellis
menswear division is benefiting from consolidation of our design,
sales and marketing strategies. We believe our strong top-line
revenue growth will continue; however, we remain concerned with
the continued price deflation and margin compression occurring in
our industry and with the overall weakness in men's apparel at
retail."

Oscar Feldenkreis, the company's president and chief operating
officer, reported the continued success of the company's brand
focused strategy. "We continue to invest significant marketing and
promotional dollars on brand building; and as a result of that
investment, we are beginning to see the fruits of that effort with
the strong top-line growth we experienced this quarter. Three
years ago, we made the strategic decision to commit our resources
to acquire new brands and to grow the brands that we own. To that
end, we acquired the Perry Ellis men's wholesale business as well
as the Axis(R) and Tricots St. Raphael(R) brands from Salant this
year following the acquisition of the Jantzen(R) brand and the
Nike(R) and Tommy Hilfiger(R) swimwear licenses in 2002. In
addition, we have internally developed the very successful Latin
lifestyle brands, Cubavera(R) and the Havanera Co.(TM) brands and
are now beginning to focus resources on the young men's business
with our exciting retro Original Penguin(R) brand and the recently
acquired Redsand(R) brand. We believe that strong brands and
product diversification is the key to the company's long-term
success and we will continue to deploy our resources in that
direction."

The company confirms its previous full fiscal 2004 (year ending
January 31, 2004) guidance of approximately $500 million in
revenue and earnings of $2.50 per fully diluted share (before
giving effect to the note refinancing costs) and $1.98 per fully
diluted share after the pre-tax charge relating to certain
refinancing costs. The company also confirms guidance for next
year of approximately $600 million of revenue and earnings of
$2.80 per fully diluted share.

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


PHILLIPS-VAN HEUSEN: Third-Quarter Results Reflect Slight Growth
----------------------------------------------------------------
Phillips-Van Heusen Corporation (NYSE:PVH) reported third quarter
net income of $17.0 million, or $0.34 per diluted common share.
Excluding integration costs associated with the acquisition of
Calvin Klein, net income in the current year's third quarter
improved to $21.5 million, or $0.43 per diluted common share,
which is in line with the Company's previous earnings guidance. In
the prior year's third quarter, net income was $17.7 million, or
$0.63 per diluted common share.

For the nine months, net income in the current year was $23.9
million, or $0.30 per diluted common share. Excluding Calvin Klein
integration costs and a one-time gain resulting from the Company's
sale of its investment in Gant, net income for the nine months was
$40.9 million, or $0.85 per diluted common share in the current
year. This compares with net income of $24.7 million, or $0.88 per
diluted common share for the prior year's nine month period.

The after-tax integration costs associated with the Calvin Klein
acquisition were $4.4 million and $18.5 million in the quarter and
nine months ended November 2, 2003, respectively. Such costs
consist of (i) the operating losses of certain Calvin Klein
businesses which the Company will close or license, and associated
costs in connection therewith, and (ii) the costs of certain
duplicative personnel and facilities incurred during the
integration of various logistical and back office functions. In
the current year's second quarter, the Company sold its minority
interest in Gant Company AB for $17.2 million, after related fees
and expenses, which resulted in a one-time after-tax gain of $1.5
million. (Please see Consolidated Income Statements below for a
reconciliation of GAAP amounts to non-GAAP financial measures.)

The improvement in third quarter net income, excluding Calvin
Klein integration costs, was primarily due to $10.9 million of
operating earnings associated with the Calvin Klein Licensing
segment. Partially offsetting this increase was a $3.5 million
increase in interest expense associated with the financing of the
Calvin Klein acquisition. Also, partially offsetting this increase
was a $1.4 million decline in the operating earnings of the
Apparel and Footwear segment, as the continued strong performance
of our wholesale apparel businesses was more than offset by sales
and earnings declines experienced in the Company's retail
businesses.

Third quarter net income per diluted common share was down
compared with the prior year due to the assumed conversion of the
convertible preferred stock, coupled with the additional shares of
common stock issued in connection with the Calvin Klein
acquisition. These transactions resulted in an increase of over 21
million common shares outstanding for earnings per share
computations.

Total revenues in the third quarter increased 11% to $453.3
million from $409.1 million in the prior year. For the nine
months, total revenues were $1,207.4 million in 2003, an increase
of 11% over the prior year's $1,089.7 million. These increases
were due principally to the addition of royalty revenues generated
by the Calvin Klein Licensing segment, as well as increases in the
Company's wholesale sportswear and dress shirt businesses. These
increases were partially offset by sales declines in the Company's
retail businesses.

Commenting on these results, Bruce J. Klatsky, Chairman and Chief
Executive Officer, noted that "We are pleased with our third
quarter results, which were in line with previous guidance. The
trend of strong growth in our wholesale apparel businesses coupled
with the positive earnings impact of the Calvin Klein business
continued to help minimize the impact of the earnings decline in
our retail businesses."

Mr. Klatsky continued, "The integration of the Calvin Klein
operations is nearly complete and we are on target for the launch
of the men's and women's better sportswear lines next year. The
better women's line, licensed to a joint venture formed by
Kellwood, will launch in Spring 2004 and initial reaction from
retailers previewing the line has been terrific. We will launch
the better men's line in Fall 2004. We are now focusing our
attention on expanding the global marketing opportunities for the
Calvin Klein brands into both new product categories and
geographic regions and we are quite optimistic about the potential
of these future efforts."

Mr. Klatsky further stated, "Our retail outlet business during the
third quarter was inconsistent, with the best performance
occurring in September, as back to school and cooler weather
spurred spending on seasonal merchandise. Overall, however, the
third quarter performance was below plan, and without an
improvement in this trend, full year earnings, excluding Calvin
Klein integration costs and the Gant gain, would be at the low end
of our previous guidance of $0.95 to $1.00."

Mr. Klatsky concluded by stating, "As we approach the end of 2003,
we are very pleased that we have achieved the milestones in the
integration program and development of the Calvin Klein sportswear
business that we articulated at the time of the acquisition.
Further, we continue to be optimistic that, for next year and
beyond, we can achieve earnings per share growth of 15% per year."

Phillips-Van Heusen Corporation (S&P, BB Corporate Credit Rating)
is one of the leading apparel and footwear companies in the world.
Its roster of owned and licensed brands includes Calvin Klein(R),
cK Calvin Klein(R), Van Heusen(R), Izod(R), Bass(R), Geoffrey
Beene(R), Arrow(R), DKNY(R), Kenneth Cole New York(R), and
Reaction by Kenneth Cole(R).


PRE-PRESS GRAPHICS: VP Wins Payment of Post-Petition Compensation
-----------------------------------------------------------------
David A. Nolte, a former Vice-President of Debtor Pre-Press
Graphics Company, Inc., claims he's entitled to payment of
$21,037.11 as a post-petition priority administrative expense.   
The Debtors object to part of the claim.  Bankruptcy Judge John H.
Squires resolves the dispute.  

While Judge Squires agrees Mr. Nolte's claim is an allowable post-
petition priority expense of administration, he also sustains in
part the Debtor's objections and reduces the allowable amount of
the claim.  Mr. Nolte will receive $13,199.07.   

Pre-Press Graphics Company, Inc., filed for chapter 11 protection
on March 4, 2002 (Bankr. N.D. Ill. Case No. 02 B 08292).  David K.
Welch, Esq., at Dannen, Crane, Heyman & Simon in Chicago
represents the troubled graphic arts and printing firm.  Judge
Squires has already published one opinion, see 287 B.R. 726,
examining Mr. Nolte's Employment Agreement and a stock option
provision buried in that agreement.  Mr. Nolte was awarded an
allowable $59,333.33 administrative priority claim in that
contest.  

Judge Squires reminds the parties about what he said in his
previous opinion about administrative claims -- they are allowable
only to the extent of the reasonable value of services rendered to
the Debtor.  To the extent the Debtor derives no benefit, the
Administrative Claim must be disallowed.  

          Background Facts Controlling The Relationship
            Between David Nolte And Pre-Press Graphics

Judge Squire's Memorandum Opinion narrates that the Debtor is
engaged in the graphic arts and printing business and employed Mr.
Nolte as its vice president of sales under the Employment
Agreement entered into on April 30, 2001.  The provisions of the
Agreement provided that Mr. Nolte would receive annual base salary
compensation, plus sales commissions, reimbursement of employee
expenses, various vacation time and other fringe benefits.

In August 2002, the Debtor filed a motion to reject the Employment
Agreement.  On August 15, 2002, the Bankruptcy Court entered an
order authorizing rejection of the Employment Agreement.

On January 16, 2003, Judge Squires ruled on Mr. Nolte's claim for
payment of post-petition compensation obligations associated with
his Employment Agreement and Stock Option Agreement with the
Debtor.  The Court granted Mr. Nolte's claim in part, holding that

     (1) the Employment Agreement and Stock Option Agreement
         arose out of a post-petition transaction between
         the Debtor and Mr. Nolte; and

     (2) Mr. Nolte's claim was limited to the amount that
         could be based on the quantum merit value for
         Mr. Nolte's services.

On May 23, 2003, Mr. Nolte filed another administrative claim,
this time focusing on the actual date his employment terminated.   
Mr. Nolte claims he is entitled to an administrative claim
totaling $21,037.11, based on salary, commissions and expenses for
services he performed for benefit of the Debtor between August 15,
2002, and August 28, 2002.   

The Debtor claims that:

     (a) Mr. Nolte's second claim is barred by res judicata and

     (b) even if the Court finds Mr. Nolte entitled to
         compensation, that his claim is limited to $1,055.24,
         which amount the Debtor says it stands ready to pay.   

The Debtor says the termination date was August 15, 2002, and
argues  that the amount owed equals the sum of all unpaid
commissions and unpaid salary minus the sum of a $500 overpayment
of Mr. Nolte's August 2002 auto allowance, an overpayment of
$2,019.22 of unearned vacation time and a $100 payment for an
invoice due from a company owned by Mr. Nolte.

Judge Squires set forth in his Memorandum Opinion some of the
details of the evidence presented by Mr. Nolte in his own behalf,
such as his annual salary being $75,000 for his duties as manager
and vice president of the Debtor, which equates to $288.46 per
day.   Mr. Nolte also testified that he received his last paycheck
for the pay-period ending August 12, 2002, and has received no
additional compensation for work performed after that date.    

Judge Squires points out that Mr. Nolte's claim is based on the
per diem salary of $288.46 for 13 working days, between August 11,
2002, and August 28, 2002, for which he has not been compensated
and which the Debtor refuses to pay.  Mr. Nolte testified that his
termination date was August 28, 2002, the day he resigned and not
August 15, 2002, the date which the Debtor claims as the
termination date.  

Judge Squires sets forth the evidence about these matters, as well
as some details with respect to vacation time, auto allowance and
commissions owed for specific jobs that Mr. Nolte claims he
performed post-petition as an employee for the benefit of the
Debtor -- all a matter of dispute between the parties.

                  Debtor Argues Res Judicata Bars
                   Second Administrative Claim

The Debtor argues Mr. Nolte is barred on res judicata grounds from
asserting a second administrative claim, writes Judge Squires in
his Memorandum Opinion.  Res Judicata bars a subsequent claim if
it is based on the same, or nearly the same, factual allegations.   
In analyzing claims on res judicata grounds, the Seventh Circuit
applies the "same transaction" test.  Under the "same transaction"
test, a claim has identity with a previous claim where both claims
arise from a single core of operative facts.   Colonial Penn Life
Insurance Co. v. Hallmark Insurance Adm'rs Inc., 31 F. 3d 445, 447
(7th Cir. 1994); In re National Industrial Chemical Co., 237 B.R.
437, 441 (Bankr. N.D. Ill. 1999); Car Carriers Inc. v. Ford Motor
Co., 789 F.2d 589, 593 (7th Cir. 1986).

The Debtor argues that Mr. Nolte's claim arises out of the
Employment Agreement and, therefore, substantially arises out of
the same facts.   The Court, however, finds to the contrary, says
the judge: Mr. Nolte's claim does not arise from the same set of
facts.   

In the proceedings dealing with the earlier claim, the parties
reserved their claims and objections dealing with the issues
raised here regarding Mr. Nolte's claims for unpaid salary,
commissions and vacation benefits.   In the earlier matter, Pre-
Press I, the Court ruled on Mr. Nolte's claim for payment of post-
petition compensation obligations associated with the Employment
Agreement and Stock Option Agreement with the Debtor, and found
these Agreements arose out of a post-petition transaction between
the foregoing parties.  And the Court ruled that Mr. Nolte's claim
was limited to the amount that could be based on the quantum
meruit value for Mr. Nolte's services.   Pre-Press Graphics Inc.
(287 B.R. 726 (Bankr. N.D. Ill. 2003).  

Mr. Nolte's second administrative claim is mainly based on wages
and commissions due to him after the Debtor rejected the
Employment Agreement.  Mr. Nolte's claim against the same party,
the Debtor, does not in this matter arise out of the same set of
facts or focus on the same provision in the Employment Agreement
as the earlier first claim.  The facts in dispute in the instant
matter arose after August 15, 2002, when the Debtor rejected the
Employment Agreement.  At the time Mr. Nolte's first
administrative claim arose, the facts which have led to the
instant matter had not yet arisen.  Therefore, Judge Squires
writes, the Court finds res judicata does not bar Mr. Nolte's
present claim.

                          The Jartran Test

Judge Squires finds that Mr. Nolte's second claim is entitled to
administrative priority status.  At issue is the precise amount
due to Nolte for unpaid salary and commissions for work performed
post-petition for the benefit of the Debtor.  Judge Squires says
that an allowable expense of an administrative claim may include
the actual, necessary costs and expenses of preserving the estate,
including wages, salaries or commissions for services rendered
after commencement of the case.  11 U.S.C. Sec. 503(b)(1)(A).

The Debtor's Rejection of the Agreement, contrary to Debtor's
arguments, is a breach of the contract and does not terminate the
Agreement as to end its contractual existence.  See Michael T.
Andrew, Executory Contracts in Bankruptcy: Understanding
"Rejection," 59 U. Colo. L. Rev. 845 (1988).  The policy
underlying priority treatment for administrative expenses aims to
encourage creditors to extend credit to debtors which, in turn,
will enable a reorganization to succeed.  To that end, writes
Judge Squires, in order to demonstrate the priority of an
administrative claim, the debt must (1) arise out of a transaction
with the debtor-in-possession and (2) benefit the operation of the
debtor's business.  In re Jartran Inc., 732 F.2d 584 (7th Cir.
1984).

By assuring Mr. Nolte that the Agreements would be "going forward"
and continuing to accept Mr. Nolte's services and the benefits
flowing therefrom (which Judge Squires finds in the evidence
presented the Court), the Debtor induced Mr. Nolte's performance.  
The evidence adduced at trial is undisputed that the Debtor urged
and used Mr. Nolte's continued services and efforts post-petition.  
Mr. Nolte performed until employment negotiations failed, which
led to the Debtor's rejection motion. And even after entry of the
Rejection Order in relation to the Employment Agreement, as the
Court found in its earlier ruling, the Debtor induced Mr. Nolte to
perform for its benefit.

This time around, the Debtor does not allege that Mr. Nolte's
second administrative claim fails because it arises from pre-
petition agreements.  Rather, the Debtor claims that Mr. Nolte did
not benefit the estate to the extent of the claimed $21,037.11,
thereby failing the second prong of the Jartran test.  

The Court finds from the evidence not only that the first prong of
the Jartran test has been satisfied, but also finds that Mr. Nolte
worked for the benefit of the Debtor after the Debtor rejected the
Employment Agreement on August 15, 2002.   Mr. Nolte thereby
satisfies the second prong of the Jartran test.  

By studying the components of Mr. Nolte's claims for salary
compensation for 13 days between August 11, 2002 and August 28,
2002; for commissions earned but unpaid; and by studying as well
Debtor's objections to payment for vacation time used but unearned
and an auto allowance overpaid for the month of August 2002, the
Court concludes from the evidence that the Debtor owes Mr. Nolte
$15,316.90, based on $3,749.98 in unpaid wages and $11,566.92 in
unpaid commissions.   

Since the evidence shows as well that Mr. Nolte owes the Debtor
$2,117.83 for vacation time used but unearned and $98.61 for the
overpaid auto allowance in August 2002 (Debtor's objections), Mr.
Nolte is entitled to an administrative priority claim in the
amount of $13,199.07.


PRUDENTIAL SECURITIES: Fitch Drops Class H Note Rating to D
-----------------------------------------------------------
Prudential Securities Secured Financing Corp. commercial mortgage
pass-through certificates, series 1995-MCF2, is downgraded as
follows:

        -- $7.5 million class H to 'D' from 'C'.

The remaining classes are affirmed as follows:

        -- $5.3 million class B at 'AAA';
        -- $13.3 million class C at 'AAA';
        -- $8.9 million class D at 'AAA';
        -- $15.6 million class E at 'AAA';
        -- $5.6 million class F at 'A+';
        -- $12.3 million class G at 'CCC'.

Classes A-1 and A-2 have paid in full, and classes J-1 and J-2
have been reduced to zero due to realized loss.

The downgrade is the result of realized losses in the amount of
$3.6 million that were applied to class H at the October 2003
distribution. A total of $6.3 million in losses were applied in
October, bringing the cumulative amount of losses to date to $9.4
million.

The loss was due to the disposition of Mountain Creek Manor, which
had an outstanding loan balance of $5.8 million, or 7% of the
pool. The loan was collateralized by a healthcare property located
in Chattanooga, TN that was real estate owned (REO).


RED MOUNTAIN: Fitch Keeps Watch on Low-B Class F, G Note Ratings
----------------------------------------------------------------
Fitch Ratings places Red Mountain Funding L.L.C.'s, commercial
mortgage pass-through certificates, series 1997-1, on Rating Watch
Negative as follows:

          -- $8.7 million class F rated 'BB';
          -- $4.0 million class G rated 'B-';

Fitch upgrades the following classes:

          -- $10.3 million class B to 'AA+' from 'AA';
          -- $8.7 million class C to 'A+' from 'A'.

In addition, Fitch affirms the following certificates:

          -- $60.2 million class A-2 at 'AAA';
          -- $97.6 million class X-2 at 'AAA';
          -- $6.4 million class D at 'BBB';
          -- $3.2 million class E at 'BBB-';
          -- $4.0 million class H at 'CC'.

Fitch does not rate the $2.5 million class J and the $1.5 million
class K certificates.

The placement of classes F and G on RWN is due to uncertainty
related to the resolution of two specially serviced loans (29%),
the Fairfield and Clipper pools. The Fairfield pool (12%) secured
by four skilled nursing facilities in CT and operated by Lexington
Healthcare Group, is currently 90+ days delinquent. Lexington
filed bankruptcy in March 2003 and a state appointed receiver is
in place. The special servicer is evaluating workout options and
large losses are likely. The Clipper pool (17%) is secured by five
skilled nursing facilities and one assisted living facility, all
of which are located in NH. The facilities are operated by Sun
Healthcare, which emerged from bankruptcy in March 2002. The loan
is current; however, it is past maturity and the special servicer
is working on a second loan extension.

The upgrades are primarily a result of the increased subordination
levels due to loan payoffs and amortization. As of the October
distribution date, the pool's aggregate principal balance has been
reduced by 30%, to $109.5 million from $158.8 million at issuance.

Fitch reviewed TTM operating performance through March 31, 2003
for 100% of the collateral. The pool's comparable WA DSCR, based
on net operating income, adjusted for a 5% management fee, is
1.27x, compared to 1.47x at issuance. Five loans (39%), including
the two specially serviced loans, reported a TTM through March 31,
2003 DSCR below 1.00x.

Fitch remains concerned about the property type concentration with
health care accounting for 82% of the pool.

Fitch's actions took into account the transaction's improving
credit enhancement levels. Despite these positive developments,
the Clipper pool and the Fairfield pool are large enough that any
further deterioration in their performance could result in a
downgrade of the transaction's below investment grade classes.


SCOR GROUP: Fitch Ratchets Units' IFS Ratings Down to BB+
---------------------------------------------------------
Fitch Ratings, the international rating agency, has downgraded
SCOR Group's major reinsurance entities' Insurer Financial
Strength ratings to 'BB+' from 'BBB'. At the same time the agency
has downgraded SCOR's Long-term ratings to 'BB' from 'BBB-' and
Short-term ratings to 'B' from 'F3'. The ratings remain on Rating
Watch Negative.

The Rating Watch on the IFS ratings of SCOR's Commercial Risk
Partners subsidiaries is changed from Evolving to Negative.

The rating action reflects Fitch's acknowledgment of further
reserve deficiencies mostly relating to SCOR's US and Bermudian
subsidiaries and its concerns about possible further unfavourable
developments. It also reflects the challenges the company is
facing in terms of business position and strategic orientation.
The agency has indicated that, if the EUR600 million capital
raising should not be successful, the ratings could be downgraded
further, by at least one notch. If it is successful, ratings would
most likely be affirmed at 'BB+'. Fitch will continue to closely
monitor the situation in consultation with the group's management.

SCOR has disclosed substantial reserve insufficiencies and losses
from discontinued and non-core businesses, mostly related to non-
life activities in the US and the group Bermudian operations,
totalling EUR589m. These insufficiencies mostly relate to
underwriting years 1998-2001. In addition, a charge of EUR192m was
made against the deferred tax assets. As a consequence the group's
shareholder's equity has dropped to a low of EUR629m at September-
end 2003. This situation is likely to put pressure on the group's
business position and further limit its ability to fully benefit
from existing favorable underwriting conditions in a number of
reinsurance lines.

Nevertheless, Fitch considers positively the reported support from
a number of SCOR's shareholders for the capital increase, as well
as the refocusing of the group's underwriting on short-tail risk
in order to maximise the profitability of capital employed and
reduce risks assumed. Fitch also views favorably efforts made by
the new management team to improve internal reporting,
underwriting control and claims handling.

SCOR is a major publicly traded diversified reinsurer. Business is
underwritten under three major operating divisions; Property &
Casualty, Life and Business Solutions. It holds strong business
positions in a number of European countries and to a lesser extent
in Asia and Latin America.

Insurers rated in the 'BB' category are viewed as moderately weak
with an uncertain capacity to meet policyholder and contract
obligations. Though positive factors are present, overall risk
factors are high and the impact of any adverse business and
economic factor is expected to be significant.

The 'BB+' IFS rating (Rating Watch Negative) applies to the
following operating reinsurance company members of the SCOR Group:
SCOR; SCOR Reinsurance Co. (US), General Security Indemnity Co.,
General Security National Insurance Co., General Security
Indemnity Co. of Arizona, SCOR Life U.S. Re Insurance Co.,
Investors Insurance Corp., Republic-Vanguard Life Insurance Co.,
SCOR Canada Reinsurance Co., Commercial Risk Re-Insurance Co.,
Commercial Risk Reinsurance Co. Ltd., SCOR Deutschland
Ruckversicherungs AG, SCOR Italia Riassicurazioni SpA, SCOR U.K.
Co. Ltd., SCOR Reinsurance Asia-Pacific Pte Ltd, SCOR Reinsurance
Co.(Asia)Ltd.


SCOR GROUP: Refutes Fitch's Decision to Downgrade FSR to BB+
------------------------------------------------------------
SCOR has taken note with astonishment of Fitch's decision to lower
the financial strength rating of the Group to BB+.

SCOR formally contests Fitch's decision to issue such an opinion
with less than two weeks remaining for its capital increase, the
principle of which was unanimously approved by the Company's Board
of Directors and which already has firm shareholder commitments
for more than 50% of the issue. In addition, SCOR has not obtained
any coherent justification from Fitch as to the basis for such a
rating. As a result, SCOR considers that Fitch's decision is
unfounded, ill-timed and causes serious damage to the Company.

The two main arguments used by Fitch would seem to be the risk of
subsequent reprovisioning needs in the accounts of the US and
Bermudan subsidiaries of SCOR as well as erosion in its business
position with clients.

SCOR's comments are as follows:

SCOR has defined the reprovisioning level of SCOR US and CRP as a
function of the work done by independent and world-class actuaries
fixing a "best estimates" for the reserves; the very principle of
these reserves for future charges sets as its objective the
ability to cover potential adverse risk development. SCOR
therefore cannot, unless it calls into question the quality of the
work of the independent actuaries -- some of the most highly
recognized in the profession -- consider Fitch's line of reasoning
well-founded. SCOR also reiterates that the bulk of these
additional reserves concerns business lines which have been
clearly identified, which were underwritten between 1997 and 2001
and which the Group has stopped underwriting. In fixing today its
judgment of the necessary reserves above the estimates of the
independent actuaries, Fitch would want to impose on SCOR a level
of reserving which does not correspond to market practice; this
measure is therefore discriminatory and unacceptable.

Fitch also asserts that SCOR's business outlook for 2004 has been
seriously degraded by the Group's recent quarterly results
announcement. That is not SCOR's current experience since it is
witnessing the loyalty of its clients in a large number of
countries. These clients are especially basing their confidence on
the success of the upcoming capital increase. In addition, SCOR
confirms the redirection of its underwriting implemented in 2002
with a total focus on profitability; the positive results of the
2002 and 2003 underwriting years demonstrate the relevance of this
new direction for the 2004 underwriting year.

The capital increase of EUR 600 million will provide SCOR with a
level of equity substantially greater than that with which the
company began the year. An increased selectivity in underwriting
since the end of 2002 as well as the adjustment in the overall
volume of underwriting will give SCOR a high degree of solvency in
the wake of this capital increase. SCOR can therefore legitimately
question Fitch's capital adequacy model as well as the underlying
assumptions which Fitch has used and which were not communicated
to SCOR despite the request that it do so.

Strengthened by the confidence of its clients, by the support of
its shareholders and by the quality of its team, the SCOR Group is
confident in its ability to manage the current challenges
resulting from the reprovisioning on past underwriting in the US
market.


SHAW GROUP: Closes Tender Offer for Outstanding LYONS Due 2021
--------------------------------------------------------------
The Shaw Group Inc. (NYSE:SGR) has completed its tender offer for
$373.4 million aggregate principal amount at maturity (current
accreted value of $252.7 million) of its outstanding Liquid Yield
Option(TM) Notes due 2021 (Zero Coupon -- Senior).

The Offer commenced on October 20, 2003 and expired at midnight
Eastern Time on Monday, November 17, 2003.

Pursuant to Shaw's Offer to purchase LYONs at $675 per $1,000
principal amount at maturity, $280.4 million aggregate principal
amount at maturity (current accreted value of $189.8 million) of
LYONs were tendered and not withdrawn prior to the expiration of
the Offer. Shaw accepted the tendered LYONs for a total aggregate
purchase price of $190.0 million, including transaction fees.
After giving effect to this repurchase, approximately $93 million
aggregate principal amount at maturity of LYONs remain
outstanding.

Shaw funded the repurchase of the tendered LYONs with cash raised
from its offering of 23 million shares of common stock, which
closed on October 29, 2003 and generated net proceeds of $218.5
million. Shaw intends to use the remaining net proceeds of $28.5
million from the equity offering together with cash on hand for
the future repurchase of the remaining LYONs. On May 1, 2004, the
first date on which the holders may require the Company to
repurchase the LYONs, the aggregate accreted value of the
outstanding LYONs will be $63.9 million.

Credit Suisse First Boston LLC acted as dealer-manager, D.F. King
& Co., Inc. acted as the information agent, and The Bank of New
York served as the depositary in connection with the Offer.

This announcement is not an offer to purchase, a solicitation of
an offer to purchase, or a solicitation of an offer to sell
securities with respect to any LYONs.

The Shaw Group Inc. (S&P, BB Corporate Credit Rating, Stable) is a
leading provider of consulting, engineering, construction,
remediation and facilities management services to government and
private sector clients in the environmental, infrastructure and
homeland security markets. Shaw is also a vertically integrated
provider of comprehensive engineering, consulting, procurement,
pipe fabrication, construction and maintenance services to the
power and process industries worldwide. The Company is
headquartered in Baton Rouge, Louisiana and employs approximately
14,800 people at its offices and operations in North America,
South America, Europe, the Middle East and the Asia-Pacific
region. Additional information on The Shaw Group is available at
http://www.shawgrp.com


SHOLODGE INC: Red Ink Continued to Flow in Third-Quarter 2003
-------------------------------------------------------------
ShoLodge, Inc. (Nasdaq: LODG) announced results for its third
quarter and 40-week period ended October 5, 2003.

Total operating revenues for the third quarter of 2003 were $12.6
million compared with $6.4 million in the third quarter a year
ago. The Company reported earnings from continuing operations for
the third quarter of 2003 of $197,000, or $0.04 per share,
compared with losses of $1.1 million, or $0.22 per share, in the
third quarter of 2002.

Net losses after discontinued operations were $286,000, or $0.06
per share, in the third quarter of 2003, compared with net losses
of $1.5 million, or $0.29 per share, in the same period last year.

For the third quarter of 2003, total revenues from hotel
operations were $2.5 million compared with $1.2 million in the
third quarter of 2002. Revenue per available room for the six
hotels included in continuing operations was $40.95 in the third
quarter of 2003 compared with $42.47 in the third quarter of last
year. The six hotels include five AmeriSuites hotels and one
GuestHouse Inn.

The Company sold or transferred seven hotels in 2002 and decided
to sell an additional five hotels in the first quarter of this
year. The Company also acquired one hotel in the second quarter of
2003 with the intention to resell it. The effects of these
transactions are reflected in discontinued operations.

Total operating revenues for the 40 weeks ended October 5, 2003,
were $29.9 million compared with $17.9 million in the same period
of 2002. The Company reported earnings from continuing operations
of $1.6 million, or $0.32 per share, compared with losses of
$993,000, or $0.19 per share, in the prior-year period. Net losses
after discontinued operations were $634,000, or $0.12 per share,
in the first three quarters of 2003, compared with net losses of
$1.3 million, or $0.24 per share, in the first three quarters of
2002.

For the first three quarters of 2003, total revenues from hotel
operations were $6.7 million compared with $3.4 million in the
first three quarters of 2002. Revenue per available room (RevPAR)
for the six hotels included in continuing operations was $39.83 in
the first three quarters of 2003 compared with $40.62 in the first
three quarters of last year.

The Company reported lease abandonment income of $5.3 million in
the first quarter of 2003 due to the abandonment of the lease of
three AmeriSuites hotels by the lessee in April. ShoLodge resumed
the operation of these three hotels on April 5, 2003. In the
second quarter of 2002 the Company's earnings included an
arbitration award of $8.9 million, partially offset by write-offs
of goodwill, franchise and trademark costs totaling $6.8 million.

Leon Moore, chief executive officer of ShoLodge, said, "Over the
past year we have focused on converting both Company-owned and
franchised Shoney's Inns & Suites to the GuestHouse brand. Upon
completion of this conversion, we will have more than 100
franchised hotels with the same brand name, further enhancing our
presence in the marketplace. Our primary objective is to grow
the GuestHouse brand name and, at the same time, ensure
consistency and product quality for all properties.

"Our proprietary central reservation system, InnLink, continues to
be a key driver of our growth. Over the past year we have
significantly increased the number of hotels and resort properties
served by InnLink, one of the most technologically advanced and
operationally efficient central reservation service providers in
the lodging industry. As of the end of the third quarter of 2003,
InnLink served a total of 924 lodging facilities. Our strategy for
the remainder of 2003 continues to be focused on our franchising
efforts and the expansion of our reservation services, as well as
identifying attractive opportunities to develop hotels for third
parties. As always, our goal is to turn these strategic
opportunities into greater value for our stockholders."

ShoLodge (S&P, CCC Corporate Credit Rating) is primarily an owner,
franchisor, and operator of Shoney's Inns. The Shoney's Inn brand
consists of around 70 hotels operating in the limited service,
economy price segment. ShoLodge also constructs lodging facilities
for third parties and offers reservation system services to third
parties. At the end of 2001, ShoLodge's owned hotel portfolio,
consisting of 14 hotels in eight states.


SI TECHNOLOGIES: Bank Lenders Waive Loan Covenant Violations
------------------------------------------------------------
SI Technologies, Inc. (Nasdaq: SISIE, SISI), which designs,
manufactures and markets high-performance industrial sensors,
weighing and factory automation equipment and systems, announced
its operating results for the quarter and fiscal year ended
July 31, 2003.

For the fourth quarter of FY2003, which ended July 31, 2003, net
sales increased slightly to approximately $8,318,000, compared
with approximately $8,304,000 in the quarter ended July 31, 2002.  
The Company reported net income of $287,000, or $0.06 per diluted
share, in the quarter ended July 31, 2003 (including an income tax
benefit of $1,049,000), versus net income of $957,000, or $0.27
per diluted share (including an income tax benefit of $592,000) in
the fourth quarter of FY2002.  A pretax loss of $762,000 was
incurred in the fourth quarter of FY2003, versus pretax income of
$365,000 in the final three months of FY2002.  Results for the
final quarter of FY2003 included a restructuring charge of
$486,000, representing the balance of lease payments due on a
plant in Maryland that the Company closed earlier but has been
unable to sublease to a third party.

For the fiscal year ended July 31, 2003, net sales increased 1.3%
to approximately $33,047,000, compared with approximately
$32,613,000 in FY2002. Net income totaled $1,197,000, or $0.32 per
diluted share, in FY2003 (including an income tax benefit of
$1,078,000), compared with net income of $1,673,000, or $0.47 per
diluted share (including an income tax benefit of $540,000), in
the previous fiscal year.  Pretax income declined to $119,000 in
the most recent fiscal year, versus pretax income of $1,133,000 in
the fiscal year ended July 31, 2002.  FY2003 pretax income was
impacted by the abovementioned restructuring charge totaling
$486,000 in the final quarter of the year.

"Globally, the Industrial Measurement and Industrial Automation
markets in which we compete remained soft and highly competitive
during Fiscal 2003," stated Rick Beets, President and Chief
Executive Officer of SI Technologies, Inc.  "As a result of
strategic initiatives undertaken approximately three years ago, we
have made significant progress in reducing overhead and product
costs and believe the Company is favorably positioned to leverage
these operating benefits once global capital spending markets
improve.  In order to expand our ability to compete effectively,
we increased our sales and marketing efforts, as well as our
research and development activities, in Fiscal 2003, even though
we were unable to recoup such costs in the short term through
increased product shipments."

"Manufacturing overhead expenses have been reduced by
approximately $2.6 million annually since Fiscal 2001 through the
consolidation of facilities and outsourcing the manufacturing of
certain strategic materials and components," continued Beets.  
"However, a soft industrial real estate market has prevented us
from downsizing our operations in Southern California as planned.  
I am pleased to report that the lease on our Tustin, California
manufacturing plant expires in September 2004.  A subsequent move
into more appropriately sized facilities late this fiscal year
should result in additional cost savings and allow us to fully
complete our cost reduction initiatives."

The Company's current bank credit facility expires on January 2,
2004. Management is currently negotiating with other financing
sources to replace the current bank credit agreement with the
financial resources necessary to support the Company's long-term
operational objectives.

SI Technologies, Inc. is a leading designer, manufacturer and
marketer of high-performance industrial sensors/controls, weighing
and factory automation systems and related products.  Its
proprietary products enjoy leading positions in their respective
markets, while sharing common technologies, manufacturing
processes, and customers.  The Company is positioned as an
integrator of technologies, products and companies that are
involved in the handling, measurement and inspection of goods and
materials.  SI Technologies' products are used throughout the
world in a variety of industries, including aerospace, aviation,
food processing and packaging, forestry, manufacturing, mining,
transportation, warehousing/distribution, and waste management.  
The Company is headquartered in Tustin, California, and its common
stock is traded on Nasdaq under the symbol "SISI."

                              *    *    *

               Consolidated Liquidity, Capital Resources
                      and Financial Condition

In its Form 10-K for the year ended July 31, 2003, SI Technologies
reported:

At July 31, 2003, the Company's cash position was $284,000
compared to $238,000 at July 31, 2002. Cash available in excess of
that required for general corporate purposes is used to reduce
borrowings under the Company's line of credit. Working capital
increased to $1,624,000 from $1,125,000 at July 31, 2002.

The Company's existing capital resources consist of cash balances
and funds available under its line of credit, which are increased
or decreased by cash provided by or used in operating activities.
Cash used by operating activities in 2003 was $612,000. Operating
income, reduction of trade receivables and the cash benefit of
depreciation was used to reduce trade payables and increase
inventories. Management anticipates generating cash from operating
activities in 2004 by reducing inventories assuming revenues
remain stable.

The Company's cash requirements consist of its general working
capital needs, capital expenditures, and obligations under its
leases and notes payable. Working capital requirements include the
salary costs of employees and related overhead and the purchase of
material and components. The Company anticipates capital
expenditures of approximately $280,000 in 2004 as compared to
$270,000 in 2003. The Company expects to refinance its current
lines of credit and has sufficient cash flow available to pay
current maturities of long-term debt of $1,898,000. A portion of
the current maturities represents a note which has been renewed in
the past. As of July 31, 2003, the Company had $385,000 available
under its lines of credit.

In June 2002, the Company amended its principal credit agreement
with its bank. The terms provide for a revolving line of credit up
to a maximum of $6,500,000 with interest at prime plus 2.75%.
Monthly payments on the line are interest only with principal due
January 2, 2004. The credit agreement provides a term note for
$1,500,000 with interest at prime plus 3.25%. Monthly payments on
the new term note are $25,000 plus interest with principal due
January 2, 2004. Monthly payments on the existing note payable are
reduced to $56,058 plus interest at prime plus 1.75%, with the
remaining terms of the existing note unchanged. The line and both
notes are secured by substantially all of the Company's assets and
are cross-collateralized and cross-defaulted. The Company is
required to maintain certain levels of earnings before interest,
taxes, depreciation and amortization, tangible net worth and fixed
charge coverage and may not pay any cash dividends under terms of
the agreement. The Company was in violation of one of these
covenants at year end and has received a waiver from the bank.

The Company believes that cash flow from operations and funds
available under its bank facilities will be sufficient to meet the
Company's working capital needs and principal payments on long-
term debt. No assurances can be made that the debt can be
refinanced or replaced at favorable rates.

In the 4th Quarter the Company completed a private placement, as
more fully described in Item 5, in which $750,000 of common stock
was sold along with warrants.


SIMMONS CO.: THL Bedding Commences Tender Offer for 10.25% Notes
----------------------------------------------------------------
THL Bedding Company announced that, in connection with its
previously announced acquisition of Simmons Company, THL Bedding
has commenced a cash tender offer and consent solicitation for any
and all of the $150,000,000 aggregate principal amount of 10-1/4%
Senior Subordinated Notes due 2009 of the Company (CUSIP No.
828709AD7).

The offer is subject to the satisfaction of certain conditions
including the consummation of the Acquisition and the receipt of
consents of Holders representing a majority in principal amount of
the outstanding Notes.

The tender offer will expire at 12:01 a.m., New York City time, on
December 17, 2003, unless extended or earlier terminated. The
total consideration to be paid to holders that tender their Notes
and deliver their consents prior to 5:00 p.m., New York City time,
on December 2, 2003, will be equal to $1,072 per $1,000 principal
amount of the Notes, which includes a consent payment of $20.00
per $1,000 principal amount of the Notes. Holders that tender
their Notes after the Consent Date, and prior to the Expiration
Date will receive $1,052 per $1,000 principal amount of the Notes.
The consents being solicited will eliminate substantially all of
the covenants and certain events of default.

Information regarding the pricing, tender and delivery procedures
and conditions of the tender offer and consent solicitation is
contained in the Offer to Purchase and Consent Solicitation
Statement dated November 18, 2003, and related documents. Copies
of these documents can be obtained by contacting Georgeson
Shareholder Communications, Inc., the information agent for the
offer, at (866)257-5436 (US toll free) and (212) 440-9800
(collect). The Purchaser has engaged Goldman Sachs & Co. to act as
the exclusive dealer manager and solicitation agent in connection
with the offer. Questions regarding the offer may be directed to
Goldman Sachs & Co., at (US toll-free) (800) 828-3182 and (212)
357-3019 (collect).

Atlanta-based Simmons Company (S&P, BB- Corporate Credit and
Senior Secured Debt Ratings, Negative) is one of the world's
largest mattress manufacturers, manufacturing and marketing a
broad range of products including Beautyrest(R), BackCare(R),
BackCare Kids(TM), Olympic(R) Queen, Deep Sleep(R) and sang(TM).
The Company operates 18 plants across the United States and Puerto
Rico. Simmons is committed to helping consumers attain a higher
quality of sleep and supports its mission through a Better Sleep
Through Science(R) philosophy, which includes developing superior
mattresses and promoting a sound, smart sleep routine.


SIRIUS SATELLITE: Prices 73 Million Common Stock Share Offering
---------------------------------------------------------------
SIRIUS (Nasdaq: SIRI), known for delivering the very best in
commercial-free music and premium broadcast entertainment to cars
and homes across the country, priced an offering of 73,170,732
shares of common stock at a price to the public of $2.10 per
share.

The offering, underwritten by UBS Warburg LLC, is expected to
close on Monday, November 24th.  SIRIUS intends to use the net
proceeds from the offering of approximately $150 million for
general corporate purposes, including investments in programming
and retail and automotive distribution.

As part of the offering, the company granted UBS Securities LLC an
over-allotment option to purchase an additional 10,975,610 shares.
The common stock issued in conjunction with this offering will be
covered by the company's shelf registration statement.

SIRIUS (S&P, CCC Corporate Credit Rating, Stable) is the only
satellite radio service bringing listeners more than 100 streams
of the best music and entertainment coast-to-coast.  SIRIUS offers
60 music streams with no commercials, along with over 40 world-
class sports, news and entertainment streams for a monthly
subscription fee of only $12.95, with greater savings for upfront
payments of multiple months or a year or more.  Stream Jockeys
create and deliver uncompromised music in virtually every genre to
our listeners 24 hours a day.  Satellite radio products bringing
SIRIUS to listeners in the car, truck, home, RV and boat are
manufactured by Kenwood, Panasonic, Clarion and Audiovox, and are
available at major retailers including Circuit City, Best Buy, Car
Toys, Good Guys, Tweeter, Ultimate Electronics, Sears and
Crutchfield.  SIRIUS is the leading OEM satellite radio provider,
with exclusive partnerships with DaimlerChrysler, Ford and BMW.  
Automotive brands currently offering SIRIUS radios in select new
car models include BMW, MINI, Chrysler, Dodge, Jeep(R), Nissan,
Infiniti, Mazda and Audi.  Automotive brands that have announced
plans to offer SIRIUS in select models include Ford, Lincoln,
Mercury, Mercedes-Benz, Jaguar, Volvo, Volkswagen, Land Rover and
Aston Martin.


SPIEGEL INC: Court Approves Assessment Tech. As Tax Consultants
---------------------------------------------------------------
The Spiegel Debtors obtained the Court's authority to employ
Assessment Technologies, Ltd., as their property tax consultants
in connection with their Chapter 11 cases on the terms and
conditions set forth in the parties' Service Agreement dated
August 25, 2003.

As property tax consultants, Assessment will:

   (a) review the current and proposed tax assessments on the
       Debtors' properties including supporting data,
       calculations and assumptions produced by the appropriate
       appraisal or assessing authority, as well as information
       provided by the Debtors;

   (b) represent the Debtors before appropriate tax assessing or
       collecting authorities using reasonable and appropriate
       means to negotiate the lowest possible assessment or tax
       claim amount; and

   (c) use local, state or federal remedies available.

Assessment will be paid these fees for each tax year on a
contingent fee basis:

   (a) Category I Fees: 35% of the Tax Savings on tax
       liabilities, which meet or exceed $50,000 per annum; and

   (b) Category II Fees: 45% of the Tax Savings on tax
       liabilities, which are less than $50,000 per annum.

Fee category selection is determined on individual tax accounts
and individual tax years and the path of resolution pursuit.  The
aggregate tax normally is represented when working through state
administrative proceedings.  However, when multiple taxing
entities subdivide their interests into an individual taxing
unit's claims, the subdivided tax applies as a determinant of the
fee category.

Assessment Technologies, Ltd., is one of the largest ad valorem
tax consulting firms in the Southwest with more than 40 tax
professionals operating in its offices in Houston and San
Antonio, Texas.  Assessment's staff is comprised of economists,
appraisers, tax strategists and client service professionals.
Due to its excellent track record of producing significant tax
savings, Assessment has been employed by numerous companies to
provide tax consulting services throughout the country.  The
Spiegel Group Debtors determined that Assessment will ensure the
most economic and effective means for them to be represented in
their Chapter 11 cases while continuing to operate their
businesses.  Moreover, Assessment has stated its desire and
willingness to act as the Debtors' property tax consultants and
render the necessary professional services required. (Spiegel
Bankruptcy News, Issue No. 15; Bankruptcy Creditors' Service,
Inc., 215/945-7000)   


SUN HEALTHCARE: Sept. 30 Net Capital Deficit Narrows to $153MM
--------------------------------------------------------------
Sun Healthcare Group, Inc. (OTC BB: SUHG) announced its operating
results for its third quarter ended Sept. 30, 2003.

For the quarter ended Sept. 30, 2003, Sun reported total net
revenues from continuing operations of $226.5 million and a net
loss, before income taxes and gain and loss from discontinued
operations, of $13.6 million, compared with total net revenues
from continuing operations of $215.5 million and a net loss,
before income taxes and loss from discontinued operations, of
$23.6 million for the three month period ended Sept. 30, 2002. The
Company operated 124 long-term and other inpatient care facilities
with 12,544 licensed beds on Sept. 30, 2003, as compared with 239
facilities with 27,100 licensed beds on Sept. 30, 2002.

For the quarter ended Sept. 30, 2003, Sun's net revenues from its
continuing ancillary business operations (comprised primarily of
SunDance Rehabilitation Corporation, CareerStaff Unlimited,
SunPlus Home Health Services, Inc. and Shared Healthcare Systems,
Inc.), net of intersegment eliminations, increased $13.3 million,
from $57.0 million for the three months ended Sept. 30, 2002, to
$70.3 million for the same period in 2003. The net segment income,
before restructuring costs, gain on sale of assets, income taxes
and discontinued operations for those operations, decreased $3.0
million over the same period, from net income of $7.6 million to
net income of $4.6 million. This decrease was the result of
multiple factors, including reimbursement cuts, labor increases
and start-up costs associated with new CareerStaff offices.

Net revenues from the long-term and inpatient care operations,
which comprised 69 percent of Sun's total revenue from continuing
operations in the third quarter of 2003, decreased $2.3 million to
$156.2 million for the three months ended Sept. 30, 2003, from
$158.5 million for the same period in 2002. The net segment
income, before restructuring costs, gain on sale of assets, income
taxes and discontinued operations from the long-term and inpatient
care operations increased $15.7 million from a loss of $14.0
million for the three months ended Sep. 30, 2002, to income of
$1.7 million for the same period in 2003. The third quarter 2002
loss was primarily due to a net $14.0 million charge for general
and professional liability and workers' compensation that the
company recorded as a result of a periodic actuarial analysis for
policy years 2000 and 2001. Sun's inpatient care results of
operations continue to be negatively impacted by the September
2002 reductions in Medicare reimbursement rates, which resulted in
a decrease in revenues and net operating income of $8.7 million,
but which was partially offset by a market basket increase of $2.2
million.

At September 30, 2003, Sun's balance sheet shows a working capital
deficit of about $37 million, and a total shareholders' equity
deficit of about $153 million.

As previously announced, on Sept. 8, 2003, Sun and its affiliates
entered into a new $75 million senior secured revolving credit
facility with CapitalSource Finance LLC, as collateral agent, and
certain other lenders. The CapitalSource revolving credit facility
has a term of two years and will be used to fund working capital
and other corporate obligations of Sun and its affiliates. The
credit facility has increased the Company's liquidity by
approximately $20 million due primarily to the release of reserves
previously imposed by the former senior lenders.

On Nov. 7, 2003, Shared Healthcare Systems, Inc., a majority owned
subsidiary of Sun that developed software for the long-term care
industry, sold substantially all of its assets to Accu-Med
Services of Washington LLC, a wholly owned subsidiary of Omnicare,
Inc. The purchase price of approximately $5.5 million was paid $5
million at closing, with up to $500,000 of additional purchase
price due to be paid in December 2004. Concurrently with the sale
to Accu-Med, the Company also entered into a software license
agreement with Accu-Med, pursuant to which Sun licensed the
software for its inpatient facilities and therapy operations.

Sun's corporate overhead costs, including depreciation and
interest, for the third quarter of 2003 decreased $2.4 million to
$15.1 million from $17.5 million for the same period in 2002. This
decrease is due to the Company's efforts to trim its corporate
infrastructure to match the decreasing size of the enterprise as
the restructuring of the Company continues.

"The refinancing we completed during this quarter, coupled with
the sale of certain assets, has made it possible for us to explore
more options for improving the Company's operations and financial
position in 2004," said Richard K. Matros, Sun's chairman and
chief executive officer. Matros continued, "The results we have
shown in our long-term and inpatient operations through third
quarter were heartening, especially since we achieved those
results despite ongoing reimbursement challenges and the
distractions associated with the breadth of our restructuring."

Sun continues to restructure its long-term care facility portfolio
to transition certain under-performing facilities to other
operators. Pursuant to this initiative, Sun divested 33 facilities
between Jun. 30, 2003, and Sept. 30, 2003. Those 33 facilities
accounted for $3.5 million in losses during the third quarter of
2003. Sun divested an additional five facilities in October 2003,
and it may divest approximately an additional 19 long-term care
facilities as part of the current restructuring, resulting in the
Company operating approximately 100 facilities upon completion of
the restructuring.

With executive offices located in Irvine, California, Sun
Healthcare Group, Inc. owns many of the country's leading
healthcare providers. Through its wholly-owned SunBridge
Healthcare Corporation subsidiary and its affiliated companies,
Sun's affiliates together operate long-term and postacute care
facilities in many states. In addition, the Sun Healthcare Group
family of companies provides high-quality therapy, home care and
other ancillary services for the healthcare industry. For further
information regarding the Company and the matters reported herein,
see the Company's Report on Form 10-K for the year ended
December 31, 2002, a copy of which is available at the Company's
Web site at http://www.sunh.com


TOYS 'R' US: Fitch Affirms & Revises BB+ Rating Outlook to Neg.
---------------------------------------------------------------
Fitch Ratings has affirmed its ratings of Toys 'R' Us' senior
notes at 'BB+', and has revised the company's Rating Outlook to
Negative from Stable. Approximately $3.3 billion of debt is
affected by the rating action. Separately, Fitch has withdrawn
TOY's 'B' commercial paper rating.

The Rating Outlook change reflects persistent weakness in the
company's U.S. toy business, and growing competitive pressure from
Wal-Mart and Target. Comparable store sales in the U.S toy
division, which accounted for 60% of TOY's 2002 revenues, declined
3% during the third quarter, due in part to a drop in video game
sales. Soft results also reflected a more aggressive toy pricing
posture by Wal-Mart. Competitive pressure from Wal-Mart and Target
is expected to be intense during the holiday season, when both
chains use toys to drive store traffic. This pressure will be
sustained over 2004-2005, as Wal-Mart and Target continue to build
stores and expand their selling space.

TOY's international toy division is generating steady results, and
its Babies 'R' Us business continues to post solid sales and
earnings growth. Kids 'R' Us, on the other hand, has struggled,
leading TOY to announce that it is shutting down its 146 free-
standing Kids 'R' Us as well as its 36 Imaginarium stores. The
company estimates that it will be taking a $280 million pretax
charge in connection with these store closures, though closing the
stores will benefit operating earnings by around $20 million
annually beginning in 2005. TOY will continue to have apparel
shops and Imaginarium shops in its toy stores, as these shops
generate satisfactory sales and profitability.

Helping to offset negative operating trends is TOY's more
conservative financial posture, and expected reduction in leverage
over the next few years. The company has prefunded $800 million of
debt maturing early next year. In addition, $390 million of equity
security units are expected to convert from debt to equity in
2005. The company has the liquidity in place to handle its
inventory swings without having to tap its revolver. Moreover, TOY
should be in a positive free cash flow position over the next few
years, and does not plan to repurchase its shares.


UNITED AIRLINES: Gets Go-Signal to Sell Orbitz Stock for $217MM
---------------------------------------------------------------
U.S. Bankruptcy Court Judge Wedoff authorizes the United Airlines
Debtors to sell their Orbitz stake and conduct any intercompany
transfers to facilitate the transaction.

UAL Loyalty Services, Inc., owns 26% of the combined equity
interest in Orbitz, Inc., and Orbitz, LLC.  Orbitz is a leading
online travel company that allows users to search and purchase
travel products, including airline tickets, lodging, rental cars,
cruises and vacation packages.

Orbitz launched of its website in June 2001 and rapidly became
the third largest online travel agency in the U.S.  Consumers can
use Orbitz's website to search over two billion fares and flights
on more than 455 airlines, rates at over 45,000 lodging
properties and at 23 car rental companies.

Orbitz filed a Registration Statement on Form S-1 with the
Securities and Exchange Commission for a Proposed Initial Public
Offering.  To facilitate the transaction, Orbitz, LLC will be
combined with Orbitz, Inc., and Orbitz Inc., will be the
surviving entity.

Pursuant to this Transaction, the Debtors intend to sell an
undetermined amount of Orbitz's stock at the rate set at the IPO.
The exact amount of stock sold and the price will not be
determinable until immediately prior to the IPO.  However, the
Debtors expect their ownership interest in Orbitz to stay above
17%.  The Debtors anticipate profits from the sale ranging from
$26,000,000 to $52,000,000.  This would value the Debtors' stock
at $176,000,000 to $258,000,000.  The IPO is expected to close in
November or December 2003.

To accomplish the IPO and minimize taxes, the Debtors will make
these intercompany transfers before the sale:

   (1) UAL Loyalty Services will dividend the Orbitz Interest to
       UAL; and

   (2) UAL will make a capital contribution of the Orbitz
       Interests to United.

The proceeds will be used to pay down a portion of the DIP
Revolving Credit and Term Loan:

   (a) 60% to the Revolver; and

   (b) 40% to the Term Loan.

The IPO will be led by Goldman Sachs & Co., Credit Suisse First
Boston, Legg Mason Wood Walker and Thomas Weisel Partners. (United
Airlines Bankruptcy News, Issue No. 31; Bankruptcy Creditors'
Service, Inc., 215/945-7000)   


UNITED HERITAGE: Recurring Losses Raise Going Concern Doubt
-----------------------------------------------------------
United Heritage Corporation has its principal office in Cleburne,
Texas, and operates its business through its wholly owned
subsidiaries, National Heritage Sales Corporation, UHC Petroleum
Corporation, UHC Petroleum Services Corporation, and UHC New
Mexico Corporation. Its subsidiaries conduct business in two
segments. Through National, the Company engages in operations in
the meat industry by supplying meat products to grocery store
chains for retail sale to consumers. The Company's other
subsidiaries are engaged in activities related to the oil and gas
industry. Petroleum is the holder of oil and gas interests in
South Texas that produce from the Val Verde Basin. New Mexico
holds properties in the southeastern New Mexico portion of the
Permian Basin.

National has had no product sales since September 2002, other than
some salvage product amounting to $2,727. Revenues for the
Company's meat products were $35,438 and $110,897 for the quarter
and six-month periods ended September 30, 2002, respectively.
Limited marketing efforts have continued while National
reevaluates its product lines.

United Heritage Corporation's consolidated financial statements
have been prepared on a going concern basis, which contemplates
realization of assets and liquidation of liabilities in the
ordinary course of business. However, the Company has incurred
substantial losses from operations and has a working capital
deficit. The appropriateness of using the going concern basis is
dependent upon the Company's ability to retain existing financing
and to achieve profitable operations. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.

Management of the Company is currently exploring other methods of
financing operations including additional borrowing from a related
party financing company, potential joint venture partners and
selling portions or all of certain properties and/or subsidiary
companies. The Company has and continues to make efforts toward
reducing overhead in its oil and gas and meat sales segments and
in its corporate headquarters. The Company expects that these
actions will allow it to continue and eventually achieve its
business plan.

Financial instruments that potentially subject the Company to
concentrations of credit risk consist primarily of trade
receivables. Concentrations of credit risk with respect to trade
receivables consist principally of oil and gas purchasers.
Receivables from one oil and gas customer at September 30, 2003
comprised approximately 34% of the trade receivable balance. No
allowance for doubtful accounts has been provided because the
recorded amounts were determined to be fully collectible.

The Company's line of credit liability represents amounts drawn
under a $2,000,000 revolving credit facility with a financial
institution. The credit line matured on April 25, 2002, and is
past due. It bears interest at one percent above the Wall Street
Journal prime rate. The Company's largest shareholder provided
collateral for this loan.

At September 30, 2003, the Company had minimal cash. When
internally generated cash flows are not adequate for all company
purposes, the Company has to call upon its largest shareholder and
Chief Executive Officer, Walter G. Mize, for additional advances
by an entity controlled by him or seek other sources. There can be
no assurance that such financing will be obtained.

During the six months ended September 30, 2003, Mr. Mize's
affiliate advanced $59,450 to the Company under a line of credit.
This line of credit is secured by substantially all of the assets
of the Company and Subsidiaries. At September 30, 2003, $2,617,919
was advanced under the line of credit. At November 4, 2003, the
outstanding balance was $2,642,819, leaving $357,181 available.
The Company's other line of credit remains fully drawn.

The Company is seeking strategic transactions that might involve a
sale or assignment of all or a portion the Company's interests in
the oil and gas properties of its Subsidiaries. Management is also
considering a disposition of National or it's operations

The Company's equity capital has shown a decrease of $391,586
since March 31, 2003, the previous fiscal year-end. This decrease
is primarily the result of the net loss for the six-month period
ended September 30, 2003.

The working capital of the Company was a $2,689,092 deficit for
the period ended September 30, 2003, an increase of $299,183 as
compared to the working capital deficit reported at March 31, 2003
of $2,389,909. Current assets decreased $47,075 during the current
period due primarily to reduced prepaid expenses and accounts
receivable. Current liabilities increased $252,108, primarily due
to increased accrued expenses and payables resulting from a lack
of operating cash flow.

Total assets of the Company were $31,158,627 for the period ended
September 30, 2003, which is down slightly from the total assets
of $31,205,555 reported at March 31, 2003.


WEIRTON STEEL: Files First Amended Plan & Disclosure Statement
--------------------------------------------------------------
D. Leonard Wise, Chief Executive Officer of Weirton Steel
Corporation, discloses that the modifications contained in the
First Amended Plan of Reorganization and Disclosure Statement
dated November 13, 2003 are:

A. Treatment of Claims and Interests

   Certain provisions in Classes 5, 6 and 7 are modified.

   Class 5 -- Secured 2002 Exchange Note and Secured Pollution
              Control Bond Claims

      Except to the extent that a holder of an Allowed Class 5
      Claim has been paid by the Debtor prior to the Effective
      Date or agrees to a different treatment, each holder of an
      Allowed Class 5 Claim will receive its pro rata share of:

         (a) the Junior Secured Notes to be issued on the
             Effective Date;, and

         (b) warrants attached to the Junior Secured Notes to
             acquire, in the aggregate, 5% of the fully diluted
             common stock of Reorganized Weirton.  

      The remaining balance of the Allowed Class 5 Claims will be
      treated as general unsecured claims in accordance with
      Class 6 treatment.  

   Class 6 -- General Unsecured Claims

      Except to the extent that a holder of an Allowed Class 6
      Claim has been paid by the Debtor prior to the Effective
      Date or agrees to a different treatment, each holder of an  
      Allowed Class 6 Claim will receive a:

         (a) a pro rata share of 5,100,000 shares of New Weirton
             Common Stock, which will constitute 51% of issued
             and outstanding shares of New Weirton Common Stock
             on the Effective Date; and  

         (b) a pro rata distribution of all net proceeds of
             Avoidance Actions.

   Class 7 -- Section 1114 Termination Claims  

      In full and complete settlement, discharge and satisfaction
      of Allowed Class 7 Claims, on the Effective Date, Weirton
      or Reorganized Weirton, as the case may be, will endeavor
      using best efforts, and to the extent not already
      accomplished, to:

         (a) provide Retirees who are not Medicare eligible the
             opportunity to elect to receive either through the
             VEBA or through Weirton continuation coverage
             benefits consistent with Part 6 of Title I of ERISA
             and Internal Revenue Code Section 4980B COBRA group
             health plan coverage that is the same or
             substantially similar to health plan coverage
             provided to similarly situated non-COBRA
             beneficiaries;

         (b) establish premium costs for COBRA in accordance with
             applicable law and regulations, to include the 2%
             administrative fee by law, with 100% of the premiums
             to be paid by Retirees.  It is contemplated by
             Weirton that COBRA programs will, as a matter of
             law, be eligible for Health Care Tax Credit and
             Weirton will facilitate premium reimbursement under
             HCTC on an advance basis for those COBRA
             participants who are HCTC eligible and who elect to
             do so;

         (c) for those Retirees between the ages of 55 and 65 who
             are or will be receiving a benefit from the Pension
             Benefit Guaranty Corporation and are not Medicare
             eligible, and do not elect COBRA coverage, use best
             efforts to assist the Retirees' participation in a
             state-of-residence HCTC qualified medical plan;

         (d) establish a voluntary employee benefit association
             in accordance with Section 501(c)(9) of the Internal
             Revenue Code to sponsor retiree-pay-all group
             medical benefits to these individuals or families:

             -- current Retirees who are or will be non-HCTC
                eligible (e.g., under age 55 and their
                dependents);

             -- spouses of current Retirees who were receiving
                retiree medical coverage with their Retiree
                spouse, which Retiree spouse is non-HCTC
                eligible; and

             -- current Medicare eligible Retirees and their
                dependents.

             The VEBA will be established by Weirton as a trust
             to be administered by Weirton with reasonable input
             from the individual Retirees nominated by Retirees
             -- the Administration Retirees.  The Administration
             Retirees will participate in selecting a group
             insured medical policy and a supplemental group life
             insurance policy that the Administration Retirees
             deem to be in the best interest of the Retirees and
             will monitor Weirton's management of the group
             health and supplemental group life plans;

         (e) fund all costs of administration and administer the  
             VEBA during the first 60 months of its existence,
             subject to review and negotiations among Weirton and
             the Administration Retirees for the period after the
             first 60 months;
  
         (f) initially fund the VEBA in the first three months  
             after the Effective Date of Weirton's plan of
             reorganization with three equal cash installments
             aggregating $2,500,000, and a cash payment of
             $500,000 in months 4, 7 and 10 after the Effective
             Date of Weirton's Plan;

         (g) fund the VEBA in the second year of its existence
             with a fixed sum payment of $2,500,000 in 12 equal
             monthly installments, and fund the VEBA in the 3rd,
             4th and 5th years of its existence, with a fixed sum
             payment of $1,000,000 per year, payable in quarterly
             installments, plus a range of 10% to 25% of free
             cash flow, where free cash flow is measured by
             taking EBITDA less:

                -- interest paid,
                -- unleveraged capital expenditures, and
                -- principal repayments, including cash sweeps
                   required under the ESLGB term debt financing.

             The VEBA, in calendar years 2005, 2006, 2007 and
             2008, will be paid:

                (1) 10% of free cash flow per ton shipped in
                    excess of $6 and up to and including $18 per
                    ton of steel shipped;

                (2) 20% of free cash flow per ton shipped in
                    excess of $18 and up to and including $36 per
                    ton of steel shipped;

                (3) 25% of free cash flow per ton shipped in
                    excess of $36 per ton of steel shipped.

             Thereafter, Reorganized Weirton and the Retirees
             will review and negotiate in good faith, terms and
             conditions of continued funding by Reorganized
             Weirton of the VEBA;

         (h) modify the Term Life Program so that Weirton will
             pay all premiums on term life insurance coverage for
             $15,000 per Retiree for a period of five years,
             after which time Reorganized Weirton and Retirees
             will review and negotiate in good faith, terms and
             conditions of extending the coverage.  Additionally,
             the VEBA or Weirton will establish a voluntary
             supplemental life insurance program for the benefit
             of Retirees who desire to participate, where all the
             premiums will be paid solely by the participating
             Retirees, and which supplemental group life
             insurance program will establish premiums utilizing
             a group rate of a census larger than Retirees;

         (i) assign to the VEBA, Weirton's interests in notes
             receivable from the City of Weirton in the
             approximate principal amount of $2,000,000 and the
             West Virginia Department of Economic Development in
             the approximate principal amount of $1,200,000; and

         (j) issue to the VEBA for the benefit of Retirees, on
             the Effective Date of its Plan, common equity in
             Reorganized Weirton in an amount to be negotiated
             among the Independent Steelworkers Union, Retirees
             and general unsecured creditors.  Weirton will use
             its good faith best efforts to assist Retirees and
             the VEBA in "monetizing" the common equity.

B. Projected Distributions to Creditors under the Plan  

   Weirton also modifies the allowed estimated amounts to the
   different classes of claims:  

   Class and                        Allowed         Projected
   Type of Claim                Estimated Amounts   Distribution
   -------------                -----------------   ------------
   Administrative                    $67,000,000        100%

   Professional Fees                   9,000,000        100%

   DIP Facility                      175,000,000        100%

   U.S. Trustee Fees                      12,000        100%

   Priority Tax                        1,600,000        100%

   Class 1  
   Section 507(a) Priority Claims      3,000,000        100%

   Class 2  
   Secured Tax Claims                  3,000,000        100%

   Class 3  
   Mechanics Lien Claims               1,000,000        100%

   Class 4  
   Miscellaneous Secured Claims        3,000,000        100%

   Class 5
   Secured 2002 Exchange Note and
   Secured Pollution Control  
   Bonds Claims                       35,000,000        100%

   Class 6  
   General Unsecured Claims          480,000,000 to     3.8% to
                                     540,000,000        4.3%

   Class 7  
   Section 1114 Termination Claims   400,000,000        TBD

   Class 8
   Preferred Stock Interests                 N/A        None

   Class 9  
   Common Stock Interests                    N/A        None

   Class 10  
   Securities Claims                     Unknown        None

C. Capital Structure of Reorganized Weirton Under the Plan

   The Amended Plan of Reorganization provides that the capital
   structure of Reorganized Weirton will be comprised of:

      -- the New Weirton Common Stock,

      -- the Junior Secured Notes and attached Warrants, and

      -- the loans under the Exit Facility.  

   I.  New Weirton Common Stock  

       The authorized capital stock of Reorganized Weirton will
       consist of 10,000,000 shares of New Weirton Common Stock,
       par value $0.01 per share, and the issuance of warrants in
       connection with the Junior Secured Notes.

       Weirton expects that 10,000,000 shares of New Weirton
       Common Stock will be issued on the Effective Date pursuant
       to the provisions of the Plan, with 49% of the shares
       issued to be provided to active represented employees and
       current retirees of Weirton, with the balance of shares
       issued on the Effective Date to be distributed to other
       creditors of Weirton's bankruptcy estate in accordance
       with terms negotiated among Weirton and the parties-in-
       interest.

   II. Exit Facility  

       Fleet Capital Corporation is the sponsor of an application
       with the Emergency Steel Loan Guaranty Board, which will
       provide for federally guaranteed term debt financing --
       Exit Term Debt -- in addition to an asset-based revolving
       credit facility that is not subject to any federal
       guaranty or other guaranty of any nature -- Exit
       Revolver.  Weirton does not have approval from the ESLGB
       for guaranteed Exit Term Debt, but Weirton expects the
       ESLGB to make a determination soon.  It is anticipated
       that the ESLGB approval, if it occurs, will be
       provisional, contingent upon Weirton's satisfaction of
       certain conditions precedent established by the ESLGB.  

       Pursuant to Section 1841 of the Commerce and Trade Code, a
       closing on the Exit Term Debt must occur on or before
       December 31, 2003.  Notwithstanding this, Weirton expects
       emergence financing to consist of the Exit Revolver and
       Exit Term Debt generally consisting of these terms and
       conditions:

          * Exit Revolver in the maximum principal amount of  
            $200,000,000, secured by a first priority lien and  
            security interest in working capital assets and a
            second priority lien on property, plant and
            equipment;

          * Exit Revolver will be for a term of five years;  

          * Exit Revolver will bear interest at rate of LIBOR
            plus 3.75% per annum paid monthly in arrears;

          * Exit Term Debt in maximum principal amount of
            $175,000,000, secured by a first priority lien and
            security interest in property, plant and equipment
            and a wrap around second lien and security interest
            in working capital assets;

          * Exit Term Debt guaranteed in tranches;
  
          * Exit Term Debt has maturity of five years, however,
            with ten-year amortization schedule and balloon at
            maturity, and no principal amortization payments in
            the first six months;

          * Exit Term Debt will bear interest at rate of 2.75%
            per annum paid monthly; and

          * Exit Facility will contain other terms and conditions
            customary for an exit facility of similar size under
            similar circumstances.

D. Reorganized Weirton's Business Plan

   Under its Amended Plan of Reorganization, Weirton's emergence
   business plan estimates its total modeled savings to be
   $201,800,000 as compared to the $156,000,000 estimation in its
   original Plan of Reorganization.  

   The major cost categories and the status of completion are:

                                                      Forecast
                                                   (in millions)
                                                   -------------
      Estimated savings implemented:
      Vendor Contracts Modifications                   $21.0
      Pension Freeze                                    17.2      
      Wage Freeze and 5% Reduction                      21.6      
      Two Tier Wage System                               4.8      
      Operational Savings                                3.0
      Active Medical -- Salaried Employees               2.0  
      Mill Overhead, SG&A and Exempt Layoffs             8.0   
                                                  ----------  
         Subtotal                                      116.6

      Additional savings not yet implemented:
      OPEB Modifications                                26.2
      Operational Spending/ Performance Improvement     14.0
      Headcount/Employment Cost Savings Net             37.7
      Other, Currently Unidentified Cost Reductions      7.3
                                                  ----------
         Subtotal                                       85.2


         TOTAL MODELED SAVINGS                        $201.8
                                                  ==========

A full-text copy of Weirton Steel's First Amended Plan of
Reorganization is available at no charge at:

   http://bankrupt.com/misc/weirtonsteel_1stamendedplan.pdf  

A full-text copy of Weirton Steel's First Amended Disclosure
Statement is available at no charge at:

   http://bankrupt.com/misc/weirtonsteel_1stamendeddisclosure.pdf  
(Weirton Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 215/945-7000)  


WESTAR ENERGY: Wolf Creek Generating's Refueling Outage Extended
----------------------------------------------------------------
Westar Energy, Inc. (NYSE:WR) announced that Wolf Creek Nuclear
Operating Corporation, the operating company for Wolf Creek
Generating Station, has informed its owners that the refueling and
maintenance outage at Wolf Creek Generating Station will be
extended.

The refueling and maintenance outage, which is Wolf Creek's 13th
since beginning operation in 1985, began Oct. 18, 2003. After
evaluating possible mechanical interference during a reassembly
procedure, Wolf Creek management decided to extend the outage an
additional seven to 10 days to evaluate the situation. The plant
is in a safe condition.

Wolf Creek refueling and maintenance outages occur every 18
months. They take place during the spring or the fall, when
electric use is typically lower than at other times during the
year.

Wolf Creek Generating Station is near Burlington, Kan. Wolf Creek
Nuclear Operating Corporation is jointly owned by Westar Energy,
Inc., Kansas City Power & Light Company and Kansas Electric Power
Cooperative, Inc.

Westar Energy, Inc. (NYSE:WR) (S&P/BB+/Developing) is the
largest electric utility in Kansas and owns interests in monitored
security businesses and other investments. Westar Energy provides
electric service to about 657,000 customers in the state. Westar
Energy has nearly 6,000 megawatts of electric generation capacity
and operates and coordinates more than 36,600 miles of electric
distribution and transmission lines. The company has total assets
of approximately $6.7 billion, including security company holdings
through ownership of Protection One, Inc. (NYSE: POI). Through its
ownership in ONEOK, Inc. (NYSE: OKE), a Tulsa, Okla.- based
natural gas company, Westar Energy has, prior to completion of the
ONEOK transaction described herein, a 27.5 percent interest in one
of the largest natural gas distribution companies in the nation,
serving nearly 2 million customers.

For more information about Westar Energy, visit http://www.wr.com


WORLDCOM INC: MCI Completes Acquisition of Digex Incorporated
-------------------------------------------------------------
MCI (WCOEQ, MCWEQ) has completed its acquisition of Digex,
Incorporated (OTC Bulletin Board: DIGX).  

Following the completion of its tender offer for all of the
outstanding shares of Class A Common Stock of Digex, Digex
Acquisition, Inc., an indirect wholly owned subsidiary of MCI, was
merged into Digex.  Pursuant to the merger, all remaining
outstanding shares of Class A Common Stock, other than shares
whose holders exercise their appraisal rights under Delaware law,
were converted into the right to receive $1.00 per share, the same
per share purchase price provided for in the tender offer.

As a result of the merger, Digex became an indirect wholly owned
subsidiary of MCI.  Digex stockholders will be promptly sent
notice of the effectiveness of the merger.

Georgeson Shareholder Communications Inc. is acting as the
Information Agent in connection with the tender offer and can be
contacted at +1-212-440-9800 (for banks and brokers) or 866-295-
8105 (toll free for all others).

The agreements, as well as other documentation relating to the
offer, may be obtained free of charge at the SEC's web site --
http://www.sec.gov-- or by contacting Georgeson Shareholder  
Communications.  Digex stockholders and other interested parties
are urged to read the documentation relating to the offer because
it contains important information.

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 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

Digex is a leading provider of enterprise hosting services.  Digex
customers, from Fortune 1000 companies to leading Internet-based
businesses, leverage Digex's trusted infrastructure and advanced
services to successfully deploy business-critical and mission-
critical Web sites, enterprise applications and Web Services on
the Internet.  Additional information on Digex is available at
http://www.digex.com


WORLDCOM: Wins Communications Pact With Commonwealth of Virginia
----------------------------------------------------------------
MCI (WCOEQ, MCWEQ) has entered into an agreement with the
Commonwealth of Virginia to provide advanced voice, data and
Internet communications for the Commonwealth of Virginia Network
initiative (COVANET).  

COVANET is one of the most technologically advanced statewide
networks in the country, designed to deliver advanced
communications services to state agencies, local and county
governments, public universities and schools.

Through the Virginia Information Technologies Agency, MCI will
provide the Commonwealth with an integrated data and voice
communications network that will enable it to take advantage of
the flexibility of IP today while serving as the advanced platform
for Virginia's ongoing e-government initiatives.

Using MCI's very high performance Backbone Network Service
(vBNS+), the Commonwealth of Virginia will securely and reliably
link state organizations together to enhance operational
efficiencies and statewide communications.

Awarded following a competitive bidding process, the four-year
contract, with six one-year renewal options, is valued at up to
$250 million.  The contract is expected to save the Commonwealth
approximately 12 percent on its annual communication costs.

"MCI is honored to be teaming with the Commonwealth of Virginia to
provide a solution that maximizes its network resources today
while paving a path to a converged data and voice network in the
future," said Jerry Edgerton, senior vice president of MCI
Government Markets.  "The COVANET contract award is an indication
that MCI continues to provide outstanding services and is on track
to assist our customers as they transition to next generation
communications solutions."

During its 12-year relationship with the Commonwealth of Virginia,
MCI has enabled the state to maintain its leading edge in
developing and delivering services to its citizens and business.  
Through COVANET, customers will be able to take advantage of the
combination of high-performance networking and a portfolio of
advanced IP services.  These services make COVANET an unparalleled
network for today's most demanding customers and their
applications.

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


WORLDGATE COMMS: Regains Compliance with NASDAQ Listing Criteria
----------------------------------------------------------------
WorldGate Communications, Inc. (Nasdaq: WGAT) has been notified by
the NASDAQ that the Company has regained compliance with NASDAQ's
minimum bid price requirement as a result of the closing bid price
of the Company's common stock being above $1.00 or greater for at
least 10 consecutive trading days.  

NASDAQ had previously granted the Company an extension until
January 2, 2004 to regain compliance with their minimum bid price
requirement.  With this achievement of compliance, NASDAQ has
advised us that the matter is now closed.

WorldGate is in the business of developing, manufacturing and
distributing video phones for personal and business use, to be
marketed with the Ojo brand name.  The Ojo video phone is designed
to conform with industry standards protocols, and utilizes
proprietary enhancements to the latest technology for voice and
video compression.  Ojo video phones are designed to operate on
the high speed data infrastructure currently provided by cable and
DSL providers. WorldGate has applied for patent protection for its
unique technology and techno-futuristic design that contribute to
the functionality and consumer appeal offered by the Ojo video
phone.  WorldGate believes that this unique combination of design,
technology and availability of broadband networks allows for real
life video communication experiences that were not economically or
technically viable a short time ago.

More information on WorldGate and the Ojo Personal Video Phone can
be accessed at http://www.wgate.com  WorldGate is traded on  
NASDAQ under the symbol WGAT.  WorldGate and Ojo are trademarks of
WorldGate Service, Inc.

                            *   *   *

             Liquidity and Going Concern Considerations

In its SEC Form 10-Q filed on November 14, 2003, WorldGate
reported:

As of September 30, 2003 the Company had cash and cash equivalents
of $850.  The operating cash usage for the three and nine months
ended September 30, 2003 was $1,072 and $3,521, respectively.  On
September 30, 2003, the Company sold to TVGateway, LLC certain
interactive television intellectual property rights and certain
software and furniture also related to the ITV business that were
being used by TVGateway, for $2.4 million pursuant to an Asset
Purchase Agreement.  In addition, on August 7, 2003, TVGateway
redeemed WorldGate's equity interest in TVGateway for $600,000 in
cash pursuant to a redemption agreement.  The purchase price for
these assets in the aggregate was $3 million and will be used by
the Company to fund continuing operations, as well as to develop
and distribute its new Ojo video phone telephony product.  With
the September 30, 2003 closing of the TVGateway transaction and
receipt of the $2.4 million from TVGateway (less associated costs
of $300) on October 1, 2003, the Company projects that it will
have sufficient funding to continue operations into the first
quarter of 2004, assuming no additional funding is received.  As
part of this transaction the Company retained a royalty-free
license to certain of the transferred intellectual property rights
and software, and with such license the Company is able to
continue to support its current interactive television customers.  
Accordingly, at this time the Company expects to continue to
receive revenues from the operation of this business, although
given the Company's going concern considerations, no assurances
can be provided as to the amount and collectability of such
revenues, or to the period such revenues will continue to be
received.  However, the Company continues to evaluate the merits
of staying in the ITV business versus exiting and putting all its
focus behind video telephony.  If it were to exit the ITV business
it would lose the revenue from this business and could potentially
be faced with write-offs on inventory and equipment that would no
longer be needed.

The Company has no outstanding debt and its assets are not pledged
as collateral.  The Company continues to evaluate possibilities to
obtain additional financing through public or private equity or
debt offerings, bank debt financing, asset securitizations or from
other sources.  Such additional financing would be subject to the
risk of availability, may be dilutive to our shareholders, or
could impose restrictions on operating activities.  There can be
no assurance that this additional financing will be available on
terms acceptable to the Company, if at all.  The Company has
limited capacity to further reduce its workforce and scale back on
capital and operational expenditures to decrease cash burn given
the measures it has already taken to reduce staff and expenses.

The unaudited consolidated financial statements have been prepared
on a going concern basis, which contemplates the realization of
assets and the satisfaction of liabilities and commitments in the
normal course of business.  Therefore, the financial statements do
not include any adjustments relating to the Company's ability to
operate as a going concern.  The appropriateness of using the
going concern basis in the future, however, will be dependent upon
the Company's ability to address its liquidity needs as described
above.  There is no assurance that the Company will be able to
address its liquidity needs through the measures described above
on acceptable terms and conditions, or at all, and, accordingly,
there is substantial doubt about the Company's ability to continue
as a going concern beyond the first quarter of 2004.


* Pilot Union Denounces Administration Effort to Gut Pension Bill
-----------------------------------------------------------------
The head of the Air Line Pilots Association blasted an
administration attempt to gut the pension bill now in the Senate.

"They are making a last-ditch, desperate push to torpedo the
short-term relief provisions in the Senate bill for pension
reform. They've sent a letter to the Senate leadership, packed
with mischaracterizations and outright falsehoods," said Capt.
Duane E. Woerth, president of ALPA.

The letter was signed by the three cabinet secretaries comprising
the governing board of the Pension Benefits Guaranty Corporation
and sent to the Senate majority and minority leaders, plus the
chairman and ranking member of the Senate Finance Committee.

"These members of the administration's inner circle continue to
grossly distort the facts about what actually is proposed in the
Grassley-Baucus bill. For example, PBGC claims that the proposed
pension changes would result in an additional $40 billion in
pension underfunding. This is patently false and the PBGC and the
administration know it," Woerth said.

"The Grassley-Baucus bill does not waive all pension contributions
for three years. On the contrary, it still would require the
normal funding of active employees' accrued benefits during that
period. All we are talking about is a short deferral of 'catch up'
amounts that are required when a plan's funding falls behind. In
terms of the PBGC's funds, it is a drop in the bucket; but for
airlines struggling to emerge from, or avoid bankruptcy, this
could be the difference between survival and failure," Woerth
said.

The irony is that the PBGC's stated goal is to avoid getting stuck
with obligations that might be incurred, somewhere down the road,
if maybe a company fails and terminates its defined benefit
pension plan. However, by failing to give companies this short-
term relief on deficit reduction contributions, they are greatly
increasing the near-term probability of company failures, in which
case PBGC will be stuck with exactly what it's trying to avoid.

"We will be working closely with Senators Grassley, Baucus, Frist,
Daschle and others to support their ongoing bipartisan efforts to
help American workers save their pension plans -- despite the
objections and obstacles imposed by the Bush administration
through the PBGC," Woerth said.

ALPA represents 66,000 airline pilots at 42 airlines in the U.S.
and Canada. Its Web site is http://www.alpa.org


* Baker & Hostetler Names Kestner and Wightman as Exec. Partners
----------------------------------------------------------------
Baker & Hostetler LLP announced that R. Steven Kestner and Alec
Wightman have been named executive partners of the firm to replace
Gary L. Bryenton, who will be stepping down at the end of the year
in accordance with firm policy.

"Steve and Alec are both talented, accomplished attorneys and have
contributed greatly to the growth of Baker & Hostetler," Bryenton
said. "They work well together and complement each other with
their different areas of experience. I am confident that their
combined knowledge will continue to guide the firm toward higher
levels of performance. This management structure reflects the
collaborative spirit for which our firm has long been known."

Kestner, 49, will be based in the firm's Cleveland office and will
have responsibility over operations, finance, information
technology and strategic growth. Wightman, 52, will be based in
the Columbus, Ohio, office and will supervise the firm's
activities in client relationships and development, marketing and
human resources.

Baker & Hostetler's client list includes such high-profile
companies as Cardinal Health, Inc.; Ford Motor Company; General
Electric Company; The Progressive Corporation; and The E.W.
Scripps Company, among others. In each year of Bryenton's seven-
year tenure, the firm has experienced growth in revenues and net
income.

"Alec and I are committed to advancing the firm by serving clients
with excellence and by growing profitably," Kestner said. "I look
forward to working closely with him to lead Baker & Hostetler
toward an exciting future."

"Steve and I are long-time friends and we have enjoyed working
together for many years," Wightman said. "We intend to continue
building the firm upon the foundation Gary and his predecessors
have established. We share a deep, unified commitment to the firm
and its best interests."

Kestner is a member of the firm's Policy Committee and chair of
its Business Practice Group. His areas of service focus are
mergers and acquisitions, financings and securities law. He works
with public and private companies, private equity and venture
capital firms, and emerging companies. He holds a J.D. degree from
the Moritz College of Law at The Ohio State University and a
bachelor's degree in mathematics and economics from Ohio Wesleyan
University.

Wightman has served as Baker & Hostetler's Legal Services Partner
since 1993, with management responsibility for coordinating the
firm's national system of legal practices and industry teams. He
also serves on the firm's Policy Committee. He has a general
corporate practice with substantial experience in health care,
representing privately held and public companies. His background
also extends to energy law as well as bankruptcy reorganization
and workouts. He holds a J.D. degree from the Moritz College of
Law at The Ohio State University and a bachelor's degree from Duke
University.

Bryenton, 64, has been Baker & Hostetler's executive partner since
1997. Prior to that, he served as the firm's chief operating
officer and managing partner of its Cleveland office. He will
continue his work as a senior partner with Baker & Hostetler,
concentrating on client service responsibilities. Firm policy
requires that the executive partner step down during the year in
which he turns 64.

Baker & Hostetler LLP is among the nation's 100 largest law firms
with more than 550 attorneys serving clients throughout the world.
The firm's four primary practice groups are Business; Employment
and Labor; Litigation; and Tax, Personal Planning and Employee
Benefits. Baker & Hostetler has 10 offices, located in Cincinnati,
Cleveland, Columbus, Costa Mesa, Denver, Houston, Los Angeles, New
York, Orlando and Washington D.C., in addition to affiliated firms
in Brazil and Mexico. The firm was founded in 1916 by Newton D.
Baker, counselor to presidents, Secretary of War under President
Woodrow Wilson during World War I, and former mayor of Cleveland.
For more information, visit the firm's Web site at
http://www.bakerlaw.com


* BOOK REVIEW: The First Junk Bond: A Story of Corporate Boom
               and Bust
------------------------------------------------------------
Author:     Harlan D. Platt
Publisher:  Beard Books
Softcover:  236 pages
List Price: $34.95
Review by Gail Owens Hoelscher

Order your personal copy today and one for a colleague at

http://www.amazon.com/exec/obidos/ASIN/1563242753/internetbankrupt   

Only one in ten failed businesses is equal to the task of
reorganizing itself and satisfying its prior debts in some
fashion. This engrossing book follows the extraordinary journey
of Texas International, Inc (known by its New York Stock
Exchange stock symbol, TEI), through its corporate growth and
decline, debt exchange offers, and corporate renaissance as
Phoenix Resource Companies, Inc. As Harlan Platt puts it, TEI
"flourished for a brief luminous moment but then crashed to
earth and was consumed." TEI's story features attention-grabbing
characters, petroleum exploration innovations, financial
innovations, and lots of risk taking.  

The First Junk Bond was originally published in 1994 and
received solidly favorable reviews. The then-managing director
of High Yield Securities Research and Economics for Merrill
Lynch said that the book "is a richly detailed case study. Platt
integrates corporate history, industry fundamentals, financial
analysis and bankruptcy law on a scale that has rarely, if ever,
been attempted." A retired U.S. Bankruptcy Court judge noted,
"(i)t should appeal as supplementary reading to students in both
business schools and law schools. Even those who practice.in the
areas of business law, accounting and investments can obtain a
greater understanding and perspective of their professional
expertise."

"TEI's saga is noteworthy because of the company's resilience
and ingenuity in coping with the changing environment of the
1980s, its execution of innovative corporate strategies that
were widely imitated and its extraordinary trading history,"
says the author. TEI issued the first junk bond. In 1986 it
achieved the largest percentage gain on the NYSE, and in 1987
suffered the largest percentage loss. It issued one of the first
bonds secured by a physical commodity and then later issued one
of the first PIK (payment in kind) bonds. It was one of the
first vulture investors, to be targeted by vulture investors
later on. Its president was involved in an insider trading
scandal. It innovated strip financing. It engaged in several
workouts to sell off operations and raise cash to reduce debt.
It completed three exchange offers that converted debt in to
equity.

In 1977, TEI, primarily an oil production outfit, had had a
reprieve from bankruptcy through Michael Milken's first ever
junk bond. The fresh capital had allowed TEI to acquire a
controlling interest of Phoenix Resources Company, a part of
King Resources Company. TEI purchased creditors' claims against
King that were subsequently converted into stock under the terms
of King's reorganization plan. Only two years later, cash
deficiencies forced Phoenix to sell off its nonenergy
businesses. Vulture investors tried to buy up outstanding TEI
stock. TEI sold off its own nonenergy businesses, and focused on
oil and gas exploration. An enormous oil discovery in Egypt made
the future look grand. The value of TEI stock soared. Somehow,
however, less than two years later, TEI was in bankruptcy. What
a ride!

All told, the book has 63 tables and 32 figures on all aspects
of TEI's rise, fall, and renaissance. Businesspeople will find
especially absorbing the details of how the company's bankruptcy
filing affected various stakeholders, the bankruptcy negotiation
process, and the alternative post-bankruptcy financial
structures that were considered. Those interested in the oil and
gas industry will find the book a primer on the subject, with an
appendix devoted to exploration and drilling, and another on oil
and gas accounting.

Harlan Platt is professor of Finance at Northeastern University.
He is president of 911RISK, Inc., which specializes in
developing analytical models to predict corporate distress.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR, is
provided by DebtTraders in New York. DebtTraders is a specialist
in global high yield securities, providing clients unparalleled
services in the identification, assessment, and sourcing of
attractive high yield debt investments. For more information on
institutional services, contact Scott Johnson at 1-212-247-5300.
To view our research and find out about private client accounts,
contact Peter Fitzpatrick at 1-212-247-3800. Real-time pricing
available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Bernadette C. de Roda, Donnabel C. Salcedo, Ronald P.
Villavelez and Peter A. Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***