TCR_Public/031124.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, November 24, 2003, Vol. 7, No. 232   

                          Headlines

AIR CANADA: Hargrove Urges Co. to Buy Made-in-Canada Aircraft
AKORN INC: Three New Members Elected to Board of Directors
ALANCO TECHNOLOGIES: Extends Credit Agreement Until July 1, 2005
ALASKA AIR GROUP: Dennis Madsen Elected to Board of Directors
ALLIANCE COMMS: Disclosure & Confirmation Hearing Set for Dec. 3

AMERADA HESS: Prices $600MM Convertible Preferred Public Offering
AMERICAN FINANCIAL: Completes Merger with American Fin'l Corp.
AMERICAN NATURAL ENERGY: Issuing 100K Shares to Canaccord Capital
AMES DEPARTMENT: Proposes to Buy Administrative Expense Claims
AMPEX CORP: AMEX Will Not Grant Waiver & Will Halt Stock Trading

ANIXTER INT'L: Completes Sale & Leaseback of Ill. Headquarters
ARMSTRONG HOLDINGS: Asks Court to Modify Stay Re Promicom Claim
ARVINMERITOR INC: LVA Business Realigns Management Structure
BIOVAIL: SEC Initiates Informal Inquiry into Auditing Practices
BROCADE COMMS: Reports Strong Growth for Fourth-Quarter 2003

CALPINE CORP: Closes $400M 9-7/8% Senior Secured Debt Offering
CINCINNATI BELL: Completes $540M 8-3/8% Sr. Sub. Debt Offering
CMS ENERGY: Sells CMS Marysville Gas Liquids Unit to Marysville
COMDISCO: Will Make Payment on Contingent Distribution Rights
CONE MILLS: Robinson Lerer Serves as Public Relations Specialist

CONSTELLATION BRANDS: Names Georgia Lamb SVP of Human Resources
DILLARD'S INC: Third-Quarter Net Loss Triples to $15 Million
DOBSON: Enhancing Statewide Network with Up to $24MM Investment
DOBSON COMMS: Shares Now Trading on Nasdaq National Market
eB2B COMMERCE: Wants More Time to File Current Fin'l Information

ENRON CORP: Northern Border Reaffirms 2004 Distribution Guidance
ENRON: Wants Exclusive Solicitation Time Extended to April 30
ENTERTAINMENT TECH: Says Assets Insufficient to Satisfy Claims
GAP INC: Third-Quarter 2003 Results Reflect Marked Improvement
GENESIS HEALTH: Will Publish Fiscal Year-End Results on Dec. 10

G-FORCE CDO: S&P Assigns Prelim. Ratings to Series 2003-1 Notes
GINGISS GROUP: Asks to Hire Houlihan Lokey as Investment Banker
GOODYEAR TIRE: Inks New Long-Term Supply Pact with Volvo Trucks
HEALTHSOUTH CORP: Expands Agreement with CIGNA Healthcare
IMAGEMAX: Needs Additional Funds to Meet Near-Term Obligations

INTEREP: Confirms New Employees Return to Katz Radio Group
IVACO: Furloughing Staff in Canada as Restructuring Continues
J.A. JONES: Bradley Arant Serves as Bankruptcy Attorneys
JLG INDUSTRIES: Declares Regular Quarterly Cash Dividend
KMART CORP: Asks Court to Fix Supplemental Claim Bar Dates

KRONOS ADVANCED: Capital Infusion Needed to Continue Operations
LATTICE SEMICON.: S&P Assigns B/CCC+ Credit & Sub Notes Ratings
LEXAM EXPLORATIONS: Liquidity Issues Raise Going Concern Doubt
LIBERTY MEDIA: Initiates $4.5-Billion Debt Reduction Program
MARSH SUPERMARKETS: Will Hold 2nd Quarter Conference Call Today

MDC CORP: Offering 3.4M Adjustable Rate Exchangeable Securities
MEDIAWORX INC: Needs Additional Capital to Continue Operations
MEDISOLUTION LTD: Sept. 30 Net Capital Deficit Widens $8 Million
MERRILL LYNCH: Fitch Takes Rating Actions on 2003-KEY1 Notes
METATEC INT'L: Selling Assets to MTI Acquisition for $10 Million

MILLENNIUM CHEMS: Caps Price on $125MM of New Senior Debentures
MIRANT: Seeks Prelim. & Permanent Injunctive Relief Against FERC
MITEC: Second Quarter Results Conference Call Set for Dec. 4
MOLECULAR DIAGNOSTICS: Files SEC 10-QSB September Quarter Report
MOLECULAR DIAGNOSTICS: Terminate Licenses With MonoGen, Inc.

MONITRONICS INT'L: Sept. 30 Balance Sheet Upside-Down by $50MM
NATIONAL COAL: Substantial Losses Raise Going Concern Doubts
NEW SKEENA: Files for Court Protection Under CCAA in Canada
NOBLE CHINA: Ontario Court Approves Amended CCAA Plan
NORTHWESTERN CORP: Brian B. Bird Named Chief Financial Officer

NRG ENERGY: CL&P Asks to Modify Stay to Pursue CDPUC Petition
OM GROUP INC: Fails to Beat SEC Form 10-Q Filing Deadline
ONESOURCE TECH.: September 30 Balance Sheet Upside-Down by $580K
OWENS: Wants to Extend Lease Decision Period to June 4, 2004
PARTNERS MORTGAGE: Retains Hillis Clark as Avoidance Counsel

PEREGRINE SYSTEMS: Gains Nod to Settle Subordinated Debt Claims
PLAINS RESOURCES: Receives Buyout Proposal from Vulcan Capital
PLAINTREE SYSTEMS: Getting an Additional Loan from Shareholder
PORTLAND GENERAL: Fitch Says Planned Sale Won't Affect Ratings
RADNOR HLDGS: Near-Term Liquidity Concerns Spur S&P's Neg. Watch

RENAISSANCE ENTERTAINMENT: Losses Raise Going Concern Doubts
RESOURCE AMERICA: Will Redeem All Outstanding 12% Senior Notes
RESOLUTION PERFORMANCE: S&P Lowers Corporate Credit Rating to B
SBARRO INC: S&P Junks Corp. Credit Rating over Poor Performance
SCHWARTZ ELECTRO: Closes Sale of Remaining Assets to OSI Systems

SK GLOBAL: Wants Plan-Filing Exclusivity Extended to March 18
SLATER STEEL: September Balance Sheet Upside Down by $133.8-Mil.
SMITHFIELD FOODS: Reports Substantially Improved Q2 Results
THRONBURG MORTGAGE: Fitch Gives Stable Outlook to BB Note Rating
TOYS R US: Taps Hilco Merchant to Direct Kids 'R' Us Liquidation

UNITED AIRLINES: Court Okays Extension of Bain's Engagement
UNITED AIRLINES: Reports Strong Results for October 2003
US TIMBERLANDS: S&P Cuts Credit & Sr Unsec. Debt Ratings to CC
VENTAS INC: Will Acquire ElderTrust in $184 Million Transaction
WEIRTON STEEL: Court Approves Amended Disclosure Statement

WESTAR ENERGY: Board of Directors Declares 4th-Quarter Dividend
WESTPORT RESOURCES: Declares Dividend on 6.5% Conv. Preferreds
WILLIAMS: Board Directors Declares Dividend Payable on Dec. 29
WINSTAR: Trustee Gets Court Nod to Make Interim Distributions
WORLDCOM: Obtains Clearance to Assume 3 Wilmington Fiber Leases

WORLD HEART: Will Hold Special Shareholders' Meeting Tomorrow

* Richter Launches Strategy to Accelerate its Growth in Quebec

* BOND PRICING: For the week of November 24 - 28, 2003

                          *********

AIR CANADA: Hargrove Urges Co. to Buy Made-in-Canada Aircraft
-------------------------------------------------------------
The President of the Canadian Auto Workers union, Buzz Hargrove,
has urged Air Canada's senior management to choose Canadian-made
aerospace products in its upcoming major purchases of new
aircraft.

Media reports indicate that Air Canada plans to purchase up to 85
new aircraft (including mid-sized 100-seat jets, and smaller 50 to
70-seat regional jets or turboprops) upon its eventual emergence
from bankruptcy protection.

Hargrove has urged Air Canada to choose Canadian-made products in
both categories. Wings for the Boeing 717 jet, which would fit the
airline's desired mid-sized niche and offers superior fuel
economy, are made at a Boeing facility in Toronto, and Boeing has
several other major plants in Canada manufacturing components for
the 717 and other Boeing products. Meanwhile, Bombardier produces
both a Regional Jet and a new-generation Dash-8 turboprop which
together would meet Air Canada's need for smaller aircraft.

Competing products in both categories are produced by Europe's
Airbus and Brazil's Embraer, neither of which maintain any
significant Canadian operations. Hargrove warned that an Air
Canada purchase from either of these firms would spark outrage
among Canadians who have sacrificed to help Air Canada through its
financial troubles.

"I cannot emphasize enough the damage that would be done to that
goodwill, and the potential loss of cooperation that would result,
if Air Canada decides to purchase foreign-made aircraft instead of
high-quality, competitive, Canadian-made products," Hargrove
wrote.

Hargrove also promised to raise the issue of Air Canada's purchase
as a matter of high importance with incoming Prime Minister Paul
Martin and his cabinet.


AKORN INC: Three New Members Elected to Board of Directors
----------------------------------------------------------
Akorn, Inc. (AKRN) announced the election of Arthur S. Przybyl,
Jerry Treppel and Arjun C. Waney to its Board of Directors.

On November 6, 2003, the Board of Directors of Akorn held a
meeting at Akorn's principal office to discuss, among other items,
the composition of the Board of Directors.  

At the meeting, the Board of Directors increased the number of
directors of Akorn from 5 to 6, accepted the resignations of Doyle
Gaw and Dan Bruhl as directors of Akorn, and appointed Mssrs.
Przybyl, Treppel and Waney to fill the vacancies on the Board of
Directors until their earlier removal, resignation or the
selection of their successors.

Mr. Przybyl is the current President, Chief Operating Officer and
Chief Executive Officer of Akorn, having served as President and
Chief Operating Officer since September 2002.  Mr. Przybyl joined
Akorn in August 2002 as Senior Vice President of Sales and
Marketing.  Prior to joining Akorn, Mr. Przybyl served as
President and Chief Executive Officer for Hearing Innovations
Inc., a developer of medical devices for the profoundly deaf and
tinnitus markets.  Previously, he served as President and Chief
Operating Officer for Bioject Medical Technology, Inc., a small-
cap company specializing in medical devices for the needle-free
injection of liquid medications.  Mr. Przybyl is a current member
of the Board of Directors of Novadaq Technologies, Inc., a
privately held Canadian medical device company, and Advanced
Spinal Devices LLC, a privately held U.S. medical device company.

Mr. Treppel is the Managing Member of Wheaten Capital Management
LLC, a capital management company focusing on investments in the
health care sector. Over the past 15 years, Mr. Treppel was an
equity research analyst focusing on the specialty pharmaceuticals
and generic drug sectors at several investment banking firms
including Banc of America Securities, Warburg Dillon Read LLC
(now UBS), and Kidder, Peabody & Co.  He previously served as a
healthcare services analyst at various firms, including Merrill
Lynch & Co.  He also held administrative positions in the
healthcare services industry early in his career.  Mr. Treppel is
a current member of the Board of Directors of Able Laboratories
Inc., a generic drug company, and Cangene, a Canadian
biotechnology company.  Mr. Treppel holds a BA in Biology from
Rutgers College in New Brunswick, N.J., an MHA in Health
Administration from Washington University in St. Louis, MO, and an
MBA in Finance from New York University.  Mr. Treppel has been a
Chartered Financial Analyst (CFA) since 1988.

Mr. Waney is Managing Director and principal shareholder of Argent
Fund Management Ltd., a UK-based fund management firm that manages
First Winchester Investments, an offshore fund specializing in
U.S. equities.  Mr. Waney has over thirty years experience in the
U.S. capital markets in connection with various investment funds.  
In 1965, he founded Import Cargo Inc. and Cost Less Imports Inc.,
multi-store retail operations in the U.S. and Europe,
respectively, that were sold in succession to Pier 1 Imports Inc.  
In 1973, Mr. Waney founded Beeba's Creations Inc., now known as
Nitches Inc., a U.S. apparel importer and wholesaler that went
public in 1982.  Mr. Waney is a shareholder of Akorn, and may be
deemed to beneficially own more than 10% of the outstanding shares
of Akorn's common stock.

In other changes, Akorn appointed three new committees of the
Board of Directors.  Jerry Ellis, Jerry Treppel and Ron Johnson
have been appointed to the Audit Committee, with Mr. Ellis named
as Chairman; Mssrs. Waney, Treppel and Ellis have been appointed
to the Compensation Committee, with Mr. Waney named as Chairman;
and Mssrs. Ellis, Treppel, Johnson and Waney have been appointed
to the Nominating and Corporate Governance Committee, with
Mr. Ellis named as Chairman.

Akorn, Inc. manufactures and markets sterile specialty
pharmaceuticals, and markets and distributes an extensive line of
pharmaceuticals and ophthalmic surgical supplies and related
products.  Additional information is available on the Company's
Web site t http://www.akorn.com

                          *   *   *

                    Going Concern Uncertainty

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

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

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

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

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

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

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


ALANCO TECHNOLOGIES: Extends Credit Agreement Until July 1, 2005
----------------------------------------------------------------
Alanco Technologies Inc. (NASDAQ: ALAN) has reached agreement with
its current lender to amend the company's existing $1.8 million
line of credit, extending the agreement to July 1, 2005, and
converting $250,000 of the outstanding line into common stock
equity in accordance with the conversion terms of the original
agreement.

Robert R. Kauffman, Alanco's chairman and CEO, stated, "We are
extremely pleased with our lender's continued support and
confidence as indicated by this new equity investment in the
company and credit line agreement extension to July 2005. These
developments, along with our recently announced (Nov. 10, 2003)
$1,000,000 institutional equity financing, significantly improve
our balance sheet and working capital position."

Alanco Technologies Inc., headquartered in Scottsdale, Ariz., is
the developer of the TSI PRISM RFID continuous tracking system for
the corrections industry, which tracks the location and movement
of inmates and officers, resulting in significant prison operating
cost reductions and dramatically enhanced officer safety and
facility security. Utilizing RFID (Radio Frequency Identification)
tracking technology with proprietary software and patented
hardware components, TSI PRISM provides real-time inmate and
officer identification, location and tracking capabilities both
indoors and out. The TSI PRISM system is currently utilized in
prisons in Michigan and California, and a new 2,000-bed medium-
security prison in Illinois. The company also participates in the
data storage industry through two subsidiary companies: Arraid
Inc., a manufacturer of proprietary storage products to upgrade
older "legacy" computer systems; and Excel/Meridian Data Inc., a
manufacturer of Network Attached Storage systems.

                         *    *    *

At June 30, 2003 the Company's current assets exceeded current
liabilities by $562,500, resulting in a current ratio of 1.20 to
1. At June 30, 2002, the Company's current assets exceeded current
liabilities by $365,500, reflecting a current ratio of 1.18 to 1.
The increase in current ratio was due primarily to increases in
receivables at June 30, 2003 related to the sale of the Company's
Series A Convertible Preferred Stock that occurred during the
fourth quarter, which were collected subsequent to fiscal year
end.

The Company's cash position at June 30, 2003 was $97,700, compared
to $328,400 at the end of the prior fiscal year. The decrease in
the Company's cash position at June 30, 2003 resulted from cash
operating losses offset by additional borrowing and financing
activities.

The Company believes that additional cash resources will be
required for working capital to achieve planned operating results
for fiscal year 2003 and anticipates raising capital through
additional borrowing or sale of stock. The additional capital will
supplement the projected cash flow from operations and the line of
credit agreement in place at June 30, 2003. If the Company were
unable to raise the required additional capital, it may materially
affect the ability of the company to achieve its financial plans.

Semple & Cooper LLP, Certified Public Accountants of Phoenix,
Arizona, and the independent auditors for Alanco Technologies
Inc., in its September 19, 2003 Auditors Report to the Board of
Directors of the Company had this to say, in part: "[T]he
Company has incurred significant losses from operations,
anticipates additional losses in the next year and has
insufficient working capital as of June 30, 2003 to fund the
anticipated losses. These conditions raise substantial doubt as to
the ability of the Company to continue as a going concern."


ALASKA AIR GROUP: Dennis Madsen Elected to Board of Directors
-------------------------------------------------------------
Alaska Air Group, Inc. (NYSE:ALK) has elected Dennis Madsen to the
company's board of directors.

Madsen is president and chief executive officer of Seattle-based
Recreational Equipment, Inc., the nation's leading retailer and
online merchant for outdoor gear and clothing. The company is also
the largest consumer cooperative in the U.S. with more than 2.1
million active members.

Often credited with championing REI's entrance into e-commerce and
leading its growth and development in recent years, Madsen began
working for the firm on its retail floor and in its mail order
department. Since then he has held many positions within the
organization, including executive vice president and chief
operating officer. During the span of his 37-year career, REI has
grown from one small store with a few dozen employees to 69 retail
outlets in 24 states with more than 6,300 employees.

Besides serving on the board of directors of REI, Madsen sits on
the boards of the Western Washington University Foundation, the
Bicycle Alliance of Washington, the Washington Roundtable,
Islandwood, Rails to Trails Conservancy, and the Washington
Wildlife and Recreation Coalition.

Speaking for the Alaska Air Group board and its shareholders, Bill
Ayer, chairman and chief executive of Alaska, said, "I know we
will benefit from Dennis' wise counsel, his knowledge of and
instinct for the marketplace and his extensive business
background. It is both an honor and a point of pride to have the
leader of a company with REI's outstanding reputation for customer
service and quality join us."

Seattle-based Alaska Air Group is the parent company of Alaska
Airlines and Horizon Air Industries.

As previously reported, Standard & Poor's Ratings Services lowered
its ratings on Alaska Air Group Inc. and subsidiary Alaska
Airlines Inc., including lowering the corporate credit rating on
both to 'BB-' from 'BB.' Ratings were removed from CreditWatch,
where they were placed March 18, 2003. The outlook is negative.


ALLIANCE COMMS: Disclosure & Confirmation Hearing Set for Dec. 3
----------------------------------------------------------------
On September 8, 2003, Alliance Communications, LLC and its debtor-
affiliates filed their Joint Prepackaged Chapter 11 Liquidating
Plan, along with an accompanying Disclosure Statement, in the U.S.
Bankruptcy Court for the District of Delaware.

A hearing to consider the approval of the Disclosure Statement and
the confirmation of the Debtors' Plan is set for December 3, 2003,
at 11:30 a.m. Eastern Standard Time, before the Honorable Mary F.
Walrath.

Objections to the Disclosure Statement and to the confirmation of
the Debtors' Plan are due on Nov. 28, and must be filed with the
Bankruptcy Court. Copies must also be sent to:

        1. Tisdale & Associates LLC
           1600 Broadway
           Suite 2600
           Denver, CO 80202-4989
           Attn: Douglas M. Tisdale, Esq.

        2. Elzufon Austin Reardon Tarlov & Mondell, P.A.
           300 Delaware Avenue
           Suite 1700
           Wilmington, DE 19801
           Attn: William D. Sullivan, Esq.

        3. Office of the United States Trustee
           District of Delaware
           844 King Street
           Rm. 2313
           Wilmington, DE 19801
           Attn: Mark Kenney, Esq.

        4. Winston & Strawn LLP
           35 West Wacker Drive
           Chicago, IL 60601-9703
           Attn: Thomas F. Blackmore, Esq.

        5. Morris Nichols Arscht & Tunnel
           1201 Market Street
           PO Box 1347
           Wilmington, DE 19899-1347
           Attn: William H. Suddell, Esq.

        6. Cequel III, LLC
           12444 Powerscourt Drive
           Suite 450
           St. Louis, MO 63131-3660
           Attn: Martin Kerckhoff, Esq.

        7. Paul, Hastings, Janofsky & Walker LLP
           75 East 55th Street
           New York, NY 10022-3205
           Attn: Stephen Z. Starr, Esq.

        8. Pepper Hamilton LLP
           1201 N. Market Street
           Suite 1600
           Wilmington, DE 19801
           Attn: Adam Hiller, Esq.

        9. Alliance Communications LLC
           360 S. Monroe Street
           Suite 600
           Denver, CO 80209
           Attn: Dale D. Wagner

Headquartered in Denver, Colorado, Alliance Communications, LLC is
a cable television operator.  The Company filed for chapter 11
protection on September 8, 2003 (Bankr. Del. Case No. 03-12776).  
William David Sullivan, Esq., Charles J. Brown, III, Esq., at
Elzufon Austin Reardon Tarlov & Mondell PA and Douglas M. Tisdale,
Esq., at Tisdale & Associates LLC represent the Debtors in their
liquidating efforts. When the Company filed for protection from
its creditors, it listed estimated assets of more than $50 million
and debts of over $100 million.


AMERADA HESS: Prices $600MM Convertible Preferred Public Offering
-----------------------------------------------------------------
Amerada Hess Corporation (NYSE: AHC) has priced a $600 million
offering of its Mandatory Convertible Preferred Stock (12 million
shares with a liquidation preference of $50 per share). As
previously reported, Standard & Poor's assigned its 'BB+' rating
on this preferred stock issue, with negative outlook.

The Company also granted the underwriters an option to purchase up
to an additional $75 million (1.5 million shares of preferred
stock). The Mandatory Convertible Preferred Stock will be issued
pursuant to Amerada Hess' shelf registration statement declared
effective by the Securities and Exchange Commission on
November 14, 2003.

Shares of the Mandatory Convertible Preferred Stock have an annual
dividend yield of 7.0 percent and a threshold appreciation price
of $60.20, which is 24 percent above the $48.55 closing price of
the common stock on November 19, 2003. The preferred stock will
mandatorily convert into Amerada Hess common shares on December 1,
2006.

Net proceeds from the offering will total approximately $581
million. Proceeds from the offering will be used for general
corporate purposes, including reduction of debt. Separately,
Amerada Hess has offered to purchase for cash up to an aggregate
$594 million in principal amount of certain of its outstanding
series of notes.

Amerada Hess, headquartered in New York, is a global integrated
energy company engaged in the exploration for and the production,
purchase, transportation and sale of crude oil and natural gas, as
well as the production and sale of refined petroleum products.

Goldman Sachs served as sole book-running manager for the
offering. Copies of the prospectus and prospectus supplement
related to the public offering may be obtained from Goldman, Sachs
& Co., Prospectus Department, One New York Plaza, New York, NY
10004. Goldman Sachs is also serving as dealer manager for the
Company's offer to purchase up to $594 million of its outstanding
debt.


AMERICAN FINANCIAL: Completes Merger with American Fin'l Corp.
--------------------------------------------------------------
American Financial Group, Inc. (NYSE: AFG) has completed its
merger with its subsidiary, American Financial Corporation.  

The merger significantly increases AFG shareholders' equity and
simplifies the structure of the company and its subsidiaries.

Holders of over 75% of AFC's shares of Series J Preferred Stock,
voting at a special meeting of AFC shareholders, voted to approve
the merger.  As a result, AFC and its immediate parent company,
AFC Holding Company, merged with and into AFG.  AFC's Series J
Preferred shareholders are now entitled to receive $26.00 per
share in common stock of AFG, along with a cash payment of 10-1/2
cents per share representing accrued dividends on the Series J
Preferred from November 1 to November 20, 2003.  Cash will also be
paid in lieu of fractional shares of AFG common stock.  The
exchange rate is 1.1434 shares of AFG common stock for each share
of AFC Series J Preferred.

Letter of transmittal forms were sent to all record holders of
Series J preferred stock Thursday.  Shareholders are asked to
complete and return the forms to the Company along with the
certificate(s) representing their shares.

In the merger, approximately $72 million of AFC preferred stock
was converted into approximately 3.3 million shares of AFG common
stock.  As previously reported, the conversion of AFC preferred
stock to AFG common equity and the elimination of deerred tax
liabilities associated with AFC's holding of AFG stock, will
result in a 12% to 15% increase in AFG shareholders' equity.

Through the operations of Great American Insurance Group, AFG is
engaged primarily in property and casualty insurance, focusing on
specialized commercial products for businesses, and in the sale of
annuities, life and supplemental health insurance products.

                         *    *    *

The following rating American Financial Group, Inc., has been
changed to align it with the revised notching established and
presented in the criteria piece by A.M. Best. The revision of the
rating does not reflect any change in A.M. Best's view of the
overall quality, level of capitalization or expected operating
performance of the company.

                                       From      Revised to
                                       ----      ----------
     American Financial Group, Inc.
          Preferred securities         bbb-      bb+


AMERICAN NATURAL ENERGY: Issuing 100K Shares to Canaccord Capital
-----------------------------------------------------------------
American Natural Energy Corporation (TSX Venture: ANR.U) has
agreed to issue to Canaccord Capital Corporation, 100,000 shares
of its common stock in settlement of a capital raising engagement
agreement with Canaccord terminated in the third quarter of 2003.  

ANEC also agreed that for a period of one year, Canaccord,
together with Dundee Securities Corp., would have the right of
first refusal for representation of ANEC in any future Canadian
public financings.  The issuance of the shares is subject to the
acceptance for filing of the regulatory authorities.

ANEC is a Tulsa, Oklahoma based independent exploration and
production company with operations in St. Charles Parish,
Louisiana.  For further information please contact Michael Paulk,
CEO at 918-481-1440 or Steven P. Ensz, CFO at 281-367-5588.

                         *    *    *

               Liquidity and Capital Resources

In its most recent Form 10-Q filed with the Securities and
Exchange Commission, ANEC reported:

The Company has sustained substantial losses in the first three
quarters of 2003 and for the year 2002, totaling approximately
$3.9 million and $8.6 million, has a stockholders' deficit of $3.9
million and $1.4 million at September 30, 2003 and December 31,
2002, a working capital deficiency of approximately $3.6 million
all of which lead to questions concerning the ability of the
Company to meet its obligations as they come due. The Company also
has a need for substantial funds to develop its oil and gas
properties.

The Company's financial statements have been prepared on a going
concern basis which contemplates continuity of operations,
realization of assets and liquidation of liabilities in the
ordinary course of business. As a result of the losses incurred
and current negative working capital, there is no assurance that
the carrying amounts of assets will be realized or that
liabilities will be liquidated or settled for the amounts
recorded. The ability of the Company to continue as a going
concern is dependent upon adequate sources of capital and the
ability to sustain positive results of operations and cash flows
sufficient to continue to explore for and develop its oil and gas
reserves.

In the ordinary course of business, the Company makes substantial
capital expenditures for the exploration and development of oil
and natural gas reserves. Historically, the Company has financed
its capital expenditures, debt service and working capital
requirements with the proceeds of debt and private offering of its
securities. Cash flow from operations is sensitive to the prices
the Company receives for its oil and natural gas.

A reduction in planned capital spending or an extended decline in
oil and gas prices could result in less than anticipated cash flow
from operations and an inability to sell more of its common stock
or refinance its debt with current lenders or new lenders, which
would likely have a further  material adverse effect on the
Company.

The net proceeds of the Convertible Secured Debenture issuance,
after the payment of various debt and payables obligations, are
being used to fund the Company's exploration program on its
ExxonMobil joint development area. To the extent additional funds
are required to fully exploit and develop this area, it is
management's plan to raise additional capital through the sale of
its common stock, however, it currently has no firm commitment
from any potential investors.


AMES DEPARTMENT: Proposes to Buy Administrative Expense Claims
--------------------------------------------------------------
Ames Department Stores, Inc., and its debtor-affiliates seek the
Court's authority to purchase certain administrative expense
claims pursuant to a Claims Settlement Program and Section 363(b)
of the Bankruptcy Code.

Contemporaneous with their decision to wind down their operations
and conduct Going-Out-of-Business sales, the Debtors suspended
the payment of administrative expenses to trade vendors.  
According to Martin J. Bienenstock, Esq., at Weil, Gotshal &
Manges LLP, in New York, the decision was made to preserve the
estates' assets and ensure a fair distribution to all creditors,
including creditors holding administrative expense claims.  The
suspension of previous administrative expense payments continues
to this day as the Debtors continue to marshal their assets.

Since August 2002, the Debtors aggressively marketed their
unexpired non-residential real property leases and fee-owned
properties.  During this time, the Debtors disposed of 300
Unexpired Leases and fee-owned properties and have fewer than 10
Unexpired Leases and fee-owned properties remaining, including
several with substantial value.

Mr. Bienenstock informs the Court that the Debtors are in the
process of reconciling their administrative expense claims and
pursuing avoidance actions.  Although an exact number is not
yet available, the Debtors anticipate that they will have
$120,400,000 in administrative expense claims.

However, Mr. Bienenstock relates that it is not possible for the
Debtors to determine the full extent of their administrative
obligations and the resources available to satisfy these
obligations until they make substantial additional progress
towards completing the process of liquidating their real property
interests, prosecuting avoidance actions, and reconciling
administrative expense claims.  The Debtors are working on these
matters in tandem with the Official Committee of Unsecured
Creditors, Mr. Bienenstock says.

Based on their most recent solvency analysis dated May 31, 2003,
the Debtors anticipate that ultimate recoveries for
administrative expense claimants will range from as low as 80.3%
to as high as 99.4%.  This estimate is based on the Debtors'
assumption that administrative expense claims against their
estates will not exceed $120,400,000 and that they will succeed
in recovering substantial amounts from litigation.  The timing of
distributions is still uncertain.  Also, Mr. Bienenstock says,
the returns may be materially less than 80.3% if, for instance,
preference recoveries do not meet expectations or if claims
exceed expected amounts.

The Debtors, in consultation with the Committee, believe that
many administrative expense claimants may prefer to settle their
debt immediately for less than its face amount rather than risk
the uncertainty as to the timing and amount of their ultimate
recovery.  Administrative expense claimants who do not sell their
claims may receive one or more distributions at future dates not
currently determinable.  The timing and amount of future
distributions depend on a number of factors, including the
Debtors' ability to successfully liquidate their remaining
assets, litigate 2,000 preference actions, and collect
outstanding obligations owed to them.

By settling administrative expense claims pursuant to the
proposed Claims Settlement Program, those creditors who want to
obtain a significant cash distribution are given the opportunity
to elect that option.  Through the Claims Settlement Program, the
amount of outstanding administrative expense claims against the
Debtors' estates will be significantly reduced and their overall
solvency may improve significantly.

The Claims Settlement Program authorizes the Debtors to purchase
administrative expense claims held by:

   -- trade vendors and landlords at 50% the amount of their
      administrative expense claims; and

   -- former employees at 40% the amount of their administrative
      expense claims.

An offer to purchase administrative expense claims would only be
made by a formal written offer from the Debtors signed by an Ames
officer, identifying:

   * the holder of the administrative expense claim;

   * the amount of the administrative expense claim; and

   * the amount the Debtors are offering to pay for the
     administrative expense claim.

To accept an Offer, the administrative expense claimants must
sign a release form and return it to the Debtors before
December 23, 2003.  By signing the Release Form, the claimant:

     (i) releases the Debtors and their estates, the Committee,
         and Kimco from any liability should the ultimate
         recovery to the claimant exceed the amount paid by the
         Debtors for the claim they purchased; and

    (ii) forfeits the right to assert any additional
         administrative expense claims incurred in the Debtors'
         Chapter 11 cases before the date the Release Form is
         signed.

Upon receipt of a signed Release Form, the Debtors will pay the
claimant the amount indicated in the Offer by check, which will
be mailed to the claimant.

The holders of administrative expense claims that the Debtors
want to purchase will receive a notice describing the Claims
Settlement Program and certain other relevant disclosures.  The
Notice will disclose, inter alia, that:

   (a) The claimants are under no obligation to sell their claims
       to the Debtors, and the Debtors are under no obligation to
       offer to purchase administrative expense claims;

   (b) The sale of an administrative expense claim to the Debtors
       will release:

       -- the claimant from any liability with respect to the
          claim should the purchase amount vary from the actual
          claim amount; and

       -- the Debtors, the Committee and Kimco from any liability
          to the administrative expense claimholder should the
          ultimate recovery for the administrative expense claims
          exceed the amount paid by the Debtors;

   (c) An Offer will not be subject to further due diligence by
       the Debtors;

   (d) Claimants who do not sell their claims may ultimately
       recover more or less than those who choose to sell their
       claims to the Debtors and, in time, may ultimately recover
       up to 100% of their claims;  

   (e) Claimants who do not sell their claims may receive one or
       more distributions at future dates not currently
       determinable.  The timing and amount of future
       distributions depend on many factors, including the
       Debtors' ability to successfully liquidate their remaining
       assets and litigate preference actions, which litigation
       is expected to continue well into 2004.  The Debtors
       intend to use the proceeds from the preference actions to
       satisfy claims against their estates, including
       administrative expense claims not purchased.  Because the
       assets for distribution to administrative expense
       claimants include recoveries from litigation, the
       recoveries could be significantly less than 100%.  Because
       judgments from preference actions might be appealed, there
       can be no certainty as to whether and when the Debtors
       will monetize the awards from the preference actions;

   (f) Because the Debtors' purchase of administrative expense
       claims will reduce the amount of outstanding claims, the
       recovery for administrative expense claimants who do not
       sell their claims will vary depending on the number of
       of claimants who sell their claims to the Debtors; and

   (g) Any administrative expense claim not sold to the Debtors
       will be treated in the course of the Chapter 11 cases in
       the same manner as other similarly situated administrative
       expense claims.

The Debtors intend to mail the Notice, the Offer, and the Release
Form immediately so that settlement payments can be transferred
to the administrative expense claimholders who accept an Offer
before the year ends.

The Debtors believe that the implementation of the Claims
Settlement Program is beneficial to the successful wind-down of
the Debtors' business.  Moreover, Mr. Bienenstock says that the
Committee supports the Claims Settlement Program because:

   (1) it provides an opportunity for administrative creditors to
       receive cash in this calendar year if the creditors
       determine to participate; and

   (2) the Claims Settlement Program may increase the prospects
       for a distribution to general unsecured creditors. (AMES
       Bankruptcy News, Issue No. 46; Bankruptcy Creditors'
       Service, Inc., 215/945-7000)


AMPEX CORP: AMEX Will Not Grant Waiver & Will Halt Stock Trading
----------------------------------------------------------------
As previously announced, Ampex Corporation appealed a notice of
proposed delisting from the American Stock Exchange, based on
recent improvements in its financial performance. The Company has
now been informed that the Amex will not grant a waiver of its
Continued Listing Standards, and that it will suspend trading in
Ampex's Common Shares as soon as practicable.

Ampex anticipates that its shares will be quoted on the OTC
Bulletin Board where they were traded prior to listing on the
Amex. The Company believes that this will allow holders adequate
opportunity to trade their Common Shares.

Ampex Corporation -- http://www.ampex.com-- headquartered in  
Redwood City, California, is one of the world's leading innovators
and licensors of technologies for the visual information age.

At September 30, 2003, Ampex's balance sheet shows a total
shareholders' equity deficit of about to $140 million.


ANIXTER INT'L: Completes Sale & Leaseback of Ill. Headquarters
--------------------------------------------------------------
Anixter International Inc. (NYSE: AXE), the world's leading
distributor of communication products, electrical and electronic
wire & cable and a leading distributor of fasteners and other
small parts to Original Equipment Manufacturers, has completed the
sale and leaseback of its Glenview, Illinois headquarters
building.

Under the terms of the deal, Anixter received proceeds equal to
the amount expended for construction of the facility during 2002
and 2003.  At the same time, Anixter entered into a 20-year lease
agreement for the facility. Proceeds from the transaction will be
used for general corporate purposes.

Commenting on the transaction, Dennis Letham, Senior
Vice-President - Finance said, "This transaction allows us to free
up capital that we believe can be used in a more productive way to
enhance shareholder value.  With interest rates remaining at near
historical low levels and investor demand for quality real estate
at strong levels, the timing of this transaction seemed
appropriate."

Anixter International (Fitch, BB+ Convertible Senior Notes
Ratings, Stable Outlook) is the world's leading distributor of
communication products, electrical and electronic wire & cable and
a leading distributor of fasteners and other small parts ("C"
Class inventory components) to Original Equipment Manufacturers.  
The company adds value to the distribution process by providing
its customers access to 1) innovative inventory management
programs, 2) more than 220,000 products and nearly $500 million in
inventory, 3) 151 warehouses with more than 4.5 million square
feet of space, and 4) locations in 180 cities in 40 countries.  
Founded in 1957 and headquartered near Chicago, Anixter trades on
The New York Stock Exchange under the symbol AXE.

Additional information about Anixter is available on the Internet
at http://www.anixter.com


ARMSTRONG HOLDINGS: Asks Court to Modify Stay Re Promicom Claim
---------------------------------------------------------------
In November 1999, Proxicom, Inc., and Armstrong World Industries
Inc., signed a Professional Services Agreement, and followed that
in February 2000 with entry into the Armstrong eBusiness
Transformation Statement of Work under which Proxicom was employed
to consolidate AWI's eleven websites into a single residential and
commercial website to serve as an "umbrella" site, or gateway, to
the full family of Armstrong products.

In August 2001, Proxicom filed a proof of claim against AWI
asserting a general, unsecured claim in the amount of
$2,539,938.72 for services allegedly render to AWI under the
Proxicom Contracts during the months of July 2000 through November
2000.  AWI objected to allowance of this claim and pled a
counterclaim against Proxicom for breach of contract.

The parties point out that the Proxicom Contract provides that any
and all disputes arising from or related to the Proxicom Contract
are to be settled finally by arbitration by a single arbitrator
according to applicable rules of the American Arbitration
Association in Philadelphia, Pennsylvania.

As a result of the filing of these chapter 11 cases, prosecution
of the Proxicom Claim and the Objection and Counterclaim in
arbitration is stayed.  To resolve these matters, AWI, represented
by Rebecca L. Booth, Esq., at Richards Layton & Finger in
Wilmington, and Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP
in Wilmington, agree that:

       (1) Subject, of course, to Judge Newsome's approval, the
           automatic stay of the Bankruptcy Code is modified
           solely to permit Proxicom and AWI to prosecute the
           issues raised by the Proxicom proofs of claim, the
           Objection to them, and AWI 's Counterclaim in
           arbitration under the provisions of the Proxicom  
           Contract for the purpose of liquidating the Proxicom
           claim by determining liability and damages, if any,
           of AWI to Proxicom.

       (2) Except for this stipulated modification of the
           automatic stay, all other matters remain stayed.

       (3) Nothing in this agreement prejudices the parties'
           rights to assert any claims, rights and defenses
           with respect to any litigation or arbitration on
           account of the Proxicom Claim or the Objection and
           Counterclaim.

       (4) Any arbitration award obtained by Proxicom against
           AWI on account of he Proxicom Claim shall constitute
           an allowed prepetition general, unsecured claim in
           AWI's bankruptcy case in the amount provided for in
           the arbitration award.

       (5) Notwithstanding the upcoming administrative claims
           bar date in AWI's case, Proxicom's right to assert
           an administrative expense claim for all costs of
           arbitration as allowed by the Proxicom contract is
           expressly preserved, and this Stipulation is without
           prejudice to AWI's right to object to any
           administrative expense claim on any ground
           whatsoever, including an objection before the
           Bankruptcy Court on the ground that any such claim is
           not entitled to administrative expense priority.
           (Armstrong Bankruptcy News, Issue No. 52; Bankruptcy
           Creditors' Service, Inc., 215/945-7000)   


ARVINMERITOR INC: LVA Business Realigns Management Structure
------------------------------------------------------------
ArvinMeritor, Inc. (NYSE: ARM) announced that its Light Vehicle
Aftermarket (LVA) business group, under the direction of President
Dan Daniel, has realigned its upper management structure.  

The changes will provide increased focus on LVA's strategic
customers, while strengthening development efforts outside North
America.  LVA provides exhaust, lift support, filter and ride
control products to a full range of aftermarket customers,
including retailers, distributors and installers.

The role of Rob Malone -- vice president and general manager of
Filters, Ride Control and Gas Springs for North America -- has
been expanded and now includes responsibility for LVA's gas spring
operations, as well as responsibility for sales of all of these
products in North America.  He reports directly to Daniel.

Also reporting to Daniel is Ken Bush, vice president and general
manager of Exhaust Systems for North America.  In addition to his
responsibilities for LVA's exhaust operations, Bush now assumes
all sales responsibility for several key customers, including
CARQUEST, Midas, Meineke and Canadian Tire, as well as for exhaust
feeder accounts.

Marlen Silverii, formerly vice president of LVA Sales and
Marketing has been appointed vice president, Global Business
Strategies.  In this role, he will lead LVA's global sourcing and
logistics activities and direct the group's global marketing and
product management.  Silverii will retain responsibility for LVA
export sales, including Mexico, and continues to report to Daniel.

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


BIOVAIL: SEC Initiates Informal Inquiry into Auditing Practices
---------------------------------------------------------------
Biovail Corporation (NYSE:BVF) (TSX:BVF) announced that it has
received a letter from the United States Securities and Exchange
Commission advising the Company that it has initiated an informal
inquiry pertaining to Biovail's "accounting and financial
reporting practices for the fiscal year 2002 and quarterly periods
to date for fiscal 2003." Biovail intends to fully comply with SEC
requests for information. The Company has posted a copy of the
letter on its Web site at http://www.biovail.com/

Biovail Corporation is an international full-service
pharmaceutical company, engaged in the formulation, clinical
testing, registration, manufacture, sale and promotion of
pharmaceutical products utilizing advanced drug delivery
technologies.

                        *   *   *

As previously reported, Standard & Poor's Ratings Services revised
its outlook on pharmaceutical company Biovail Corp. to stable from
positive. At the same time, the ratings on the company, including
the 'BB+' long-term corporate credit rating, were affirmed.

The ratings on Biovail reflect the risks inherent in the company's
growth strategy. These risks include managing and financing the
manufacture, distribution, and marketing of an expanding product
portfolio; integrating acquisitions and pricing; and implementing
more conservative business practices, which are not without risks.
Moreover, the company remains a net user of funds given its
acquisitive strategy, and has been cash flow negative
(prefinancing) for three of the past four years. These factors
are partially offset by the strength and diversity of the
company's current and future revenue streams, its track record of
integrating acquisitions, and an increasingly broad sales and
marketing infrastructure in the U.S. In addition, Biovail recently
announced that it will be increasing transparency and disclosure,
adopting more conservative financial reporting, and increasing its
focus on organic growth.


BROCADE COMMS: Reports Strong Growth for Fourth-Quarter 2003
------------------------------------------------------------
Brocade Communications Systems, Inc. (Nasdaq: BRCD) reported
financial results for its fourth quarter and fiscal year 2003
which ended October 25, 2003.

Net revenue for Q4 03 was $137.8 million, an increase of three
percent from $133.5 million reported in the third quarter of
fiscal year 2003. Net revenue reported in the fourth quarter of
fiscal year 2002 was $153.1 million. Net revenue for FY 03 was
$525.3 million, as compared to net revenue of $562.4 million
reported in fiscal year 2002.

Non-GAAP net income for Q4 03 was $4.6 million, or $0.02 per
share, as compared to a non-GAAP net income of $2.0 million, or
$0.01 per share, in Q3 03. Non-GAAP net income for Q4 03 excludes
gains related to repurchases of convertible subordinated debt, a
gain on the disposition of private strategic investments, a
reduction of previously recorded restructuring costs, and deferred
stock compensation expense related to the acquisition of Rhapsody
Networks, Inc. For FY 03, non-GAAP net income was $5.6 million, or
$0.02 per share. Non-GAAP net income for FY 03 excludes gains
related to repurchases of convertible subordinated debt, net gains
on the disposition of private strategic investments, restructuring
costs, and deferred stock compensation and in-process research and
development expenses related to the Rhapsody acquisition.  

                   Q4 03 Financial Highlights

    -- Net revenue was $137.8 million, an improvement of three
       percent sequentially from Q3 03

    -- Gross margin increased to 54.6 percent, an improvement from
       54.1 percent in Q3 03

    -- Non-GAAP operating income increased to 4.0%, an improvement
       from 1.5% in Q3 03

    -- Non-GAAP earnings per share increased to $0.02, an
       improvement from $0.01 in Q3 03

    -- Cash flow from operations increased to $17.0 million, an
       improvement from $6.7 million in Q3 03, reflecting the 17th
       consecutive quarter of positive operating cash flow

    -- Cash and investments in Q4 03 total $835.6 million

    -- Day sales outstanding were 50 days, an improvement from 52
       days in Q3 03

Reporting on a Generally Accepted Accounting Principles (GAAP)
basis, net income for Q4 03 was $14.8 million, or $0.06 per share.
This compares to GAAP net income for Q3 03 of $1.9 million, or
$0.01 per share, and GAAP net income for Q4 02 of $15.7 million,
or $0.07 per share. For FY 03, GAAP net loss was $136.2 million,
or $0.54 per share, as compared to GAAP net income of $59.7
million, or $0.25 per share, reported in FY 02. There was no
difference between GAAP and non-GAAP net income in Q4 02 or FY 02.

During Q4 03, Brocade purchased on the open market $107.1 million
face value of its two percent convertible subordinated notes.
Brocade paid an average of $0.88 cents on each dollar of face
value for an aggregate cash purchase price of $94.4 million, which
resulted in a pre-tax gain of $11.1 million.  These repurchases
will reduce future quarterly interest expense and related
amortization by approximately $0.7 million. As of October 25,
2003, the remaining convertible debt outstanding was $442.9
million.

"2003 has been a transformational year for Brocade and I'm pleased
to report another solid quarter with continued improvement in
revenue, gross margin, operating income and EPS," said Greg Reyes,
Brocade Chairman and CEO. "The actions we have taken over the last
several quarters have significantly improved our business model
and organizational structure, strengthened our management team,
and refined our product strategy, positioning us well for 2004."

Brocade also announced that it has purchased a building located at
its San Jose, California, headquarters for $106.8 million in cash.
The 194,000 square foot facility, which houses a portion of the
Company's engineering organization and development, test and
interoperability laboratories, was previously leased. In the first
quarter of fiscal year 2004, Brocade will record a non-recurring
charge of approximately $75 to $85 million primarily related to
lease termination, facilities consolidation and other associated
costs. As a result of this transaction, Brocade expects to reduce
its annual operating expenses by approximately $4 to $6 million.

                   Q4 03 Business Highlights

    -- IBM qualified FICON support on the Brocade SilkWorm 12000
       Director for IBM mainframe environments. Support for FICON
       extends connectivity options, enabling Brocade end-users to
       connect IBM mainframes to Brocade-based storage area
       network environments, allowing them to consolidate and
       leverage training, SAN management, and equipment across
       both open systems and mainframe environments.

    -- Announced general availability of SilkWorm Fabric
       Application Platform to OEM and software developer
       partners. The SilkWorm Fabric AP is the industry's first
       intelligent switching platform designed to host SAN fabric-
       based storage management applications-such as volume
       management, data migration, and data replication. Leading
       Brocade OEM partners including HP and EMC, and more than
       ten software developer partners, including VERITAS, have
       already selected the SilkWorm Fabric AP for developing
       next-generation, fabric-based storage management
       applications.

    -- Announced a unique set of multiprotocol fabric routing
       services that extends the functionality, scalability, and
       versatility of today's SANs. The fabric routing services
       will be delivered on the SilkWorm Fabric AP and will allow
       customers to logically consolidate and scale SANs, and
       seamlessly extend SAN functionality and benefits over
       multiple networks and across greater distances. The new
       multiprotocol fabric routing services include:

       -- Fibre Channel-to-Fibre Channel routing to consolidate
          and scale separate SAN islands into Logical Private SANs
          which offer the highest levels of configuration
          flexibility and system availability with the lowest risk
          and complexity for the end-user.

       -- iSCSI-to-Fibre Channel bridging for attaching low cost,
          Ethernet-connected hosts to the Fibre Channel SAN fabric
          via the iSCSI protocol.

       -- Fibre Channel to FC-IP translation, in order to extend
          existing Fibre Channel SANs over distance via IP
          networks.

    -- Expanded the strategic alliance with CNT in which Brocade
       will recommend the CNT Ultranet Edge Gateway as a solution
       for extending Brocade Fibre Channel SANs over distance.
       More than 300 mutual CNT and Brocade customers have already
       deployed this solution, which is designed for mission-
       critical, highest-performance applications that require
       metro and wide area network connection.

Brocade (S&P, B+ Corporate Credit and B- Subordinated Debt
Ratings, Stable Outlook) offers the industry's leading intelligent
platform for networking storage. The world's leading systems,
applications, and storage vendors have selected Brocade to provide
a networking foundation for their SAN solutions. The Brocade
SilkWorm(R) family of fabric switches and software is designed
to optimize data availability and storage and server resources
in the enterprise. Using Brocade solutions, companies can
simplify the implementation of storage area networks, reduce the
total cost of ownership of data storage environments, and
improve network and application efficiency. For more information,
visit the Brocade Web site at http://www.brocade.com


CALPINE CORP: Closes $400M 9-7/8% Senior Secured Debt Offering
--------------------------------------------------------------    
Calpine Corporation (NYSE: CPN), a leading North American power
company, has received funding on its $400 million 9-7/8% Second
Priority Senior Secured Notes Offering Due 2011, offered at 98.01%
of par.

The net proceeds from this offering were used to purchase
approximately $433.6 million face value of outstanding senior
notes, including $200.0 million of 4% convertible senior notes, at
a total cost of approximately $380.9 million.  Remaining net
proceeds will be used to repurchase other existing indebtedness.

This offering is the second of the two offerings that were priced
on November 6, 2003, the other being Calpine's offering of
convertible notes due 2023.  Calpine received funding on the
convertible notes on November 14, 2003, and the initial
purchaser's 30-day option to acquire additional convertible
notes remains in effect to the extent not previously exercised.

The 9-7/8% Second Priority Senior Secured Notes Offering Due 2011
were offered in a private placement under Rule 144A, have not been
and will not be registered under the Securities Act of 1933, and
may not be offered in the United States absent registration or an
applicable exemption from registration requirements.  This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy.  Securities laws applicable to private
placements under Rule 144A limit the extent of information that
can be provided at this time.

Calpine Corporation (S&P, CCC+ Senior Unsecured Convertible Note
and B Second Priority Senior Secured Note Ratings, Negative
Outlook) is a leading North American power company dedicated to
providing electric power to wholesale and industrial customers
from clean, efficient, natural gas-fired and geothermal power
facilities. The company generates power at plants it owns or
leases in 22 states in the United States, three provinces in
Canada and in the United Kingdom. Calpine is also the world's
largest producer of renewable geothermal energy, and it owns
approximately 900 billion cubic feet equivalent of proved natural
gas reserves in Canada and the United States. The company was
founded in 1984 and is publicly traded on the New York Stock
Exchange under the symbol CPN. For more information about Calpine,
visit http://www.calpine.com  


CINCINNATI BELL: Completes $540M 8-3/8% Sr. Sub. Debt Offering
--------------------------------------------------------------
Cincinnati Bell Inc. (NYSE:CBB) announced the completion of its
placement of $540 million aggregate principal amount of 8-3/8%
Senior Subordinated Notes due 2014 in a private placement under
Rule 144A of the Securities Act of 1933.

The net proceeds from the offering were used to purchase all of
the Company's outstanding Convertible Subordinated Notes due 2009,
which bore interest at 9 percent per annum, and to reduce
outstanding borrowings under its revolving credit facility.

The Notes will mature on January 15, 2014. Interest on the Notes
will be payable semiannually on January 15 and July 15 of each
year, beginning on July 15, 2004.

In addition, the Company announced it has amended its existing
Senior Credit Facilities to permanently repay all of its $327
million outstanding Term A, Term B, and Term C facilities, and
$198 million of its revolving loan facility, with the proceeds of
$525 million in new Term D borrowings. The Term D facility will
fully mature in June 2008 and bear interest at 250 basis points
over LIBOR. The Term A, Term B, and Term C facilities had been
bearing interest at 375 basis points over LIBOR, while borrowings
under the revolving credit facility bear interest at 425 basis
points over LIBOR. This amendment therefore reduces the company's
weighted average interest rate by 144 basis points on the $525
million.

Cincinnati Bell Inc. (NYSE:CBB) (Fitch, BB- Senior Secured Bank
Facility, BB- Senior Secured Notes, B+ Senior Unsecured Notes, B
Senior Subordinated Discount Notes Ratings, Stable Outlook) is
parent to one of the nation's most respected and best performing
local exchange and wireless providers with a legacy of
unparalleled customer service excellence. The Company was recently
ranked number one in customer satisfaction, for the third year in
a row, by J.D. Power and Associates for residential long distance
among mainstream users. Cincinnati Bell provides a wide range of
telecommunications products and services to residential and
business customers in Ohio, Kentucky and Indiana. Cincinnati Bell
is headquartered in Cincinnati, Ohio. For more information, visit
http://www.cincinnatibell.com  


CMS ENERGY: Sells CMS Marysville Gas Liquids Unit to Marysville
---------------------------------------------------------------
CMS Energy (NYSE: CMS) has sold its CMS Marysville Gas Liquids
subsidiary to Marysville Hydrocarbons Inc.

Details of the transaction weren't disclosed.  CMS Energy will use
the sale proceeds to reduce debt.

The main asset of CMS Marysville Gas Liquids is its 51 percent
interest in the Marysville Underground Storage Terminal, which
stores propane and other hydrocarbon liquids in underground
caverns.  The terminal is south of Port Huron, Mich.

Marysville Hydrocarbons is a new company formed by Everest Energy
and Dart Energy Corporation.  Dart Energy, based in Mason, Mich.,
has been in the energy business since the mid-1970s.  Everest
Energy is a diversified energy company based in Warren, Mich.,
active in energy marketing, oil and gas exploration and production
and mid-stream business.

CMS Energy (S&P, senior secured rated 'BB-', Rating Outlook
Negative) is an integrated energy company, which has as its
primary business operations an electric and natural gas utility,
natural gas pipeline systems, and independent power generation.

For more information on CMS Energy, visit http://www.cmsenergy.com


COMDISCO: Will Make Payment on Contingent Distribution Rights
-------------------------------------------------------------
Comdisco Holding Company, Inc.'s (OTC:CDCO) Board of Directors has
declared a cash dividend of $12 per share on the outstanding
shares of its common stock, payable on December 11, 2003 to common
stockholders of record on December 1, 2003. Comdisco Holding
Company has approximately 4.2 million shares of common stock
outstanding. Comdisco Holding Company intends to treat the
dividend distribution for federal income tax purposes as one in a
series of liquidating distributions in complete liquidation of the
company.

Comdisco Holding Company will also make a cash payment of $.0514
per right on the contingent distribution rights (OTC:CDCOR),
payable on December 11, 2003 to contingent distribution rights
holders of record on December 1, 2003. Comdisco Holding Company
has approximately 152.3 million contingent distribution rights
outstanding.

After giving effect to the Comdisco Holding Company, Inc. dividend
announced today and the distribution from the disputed claims
reserve in the bankruptcy estate of Comdisco, Inc. made on
November 14, 2003, the present value of distributions to the
initially allowed general unsecured creditors in the bankruptcy
estate of Comdisco, Inc. is approximately $3.449 billion and the
percentage recovery to such creditors is approximately 95 percent.

      Contingent Distribution Rights - Effect on Common Stock

The plan of reorganization of the company's predecessor, Comdisco,
Inc., entitles holders of Comdisco Holding Company's contingent
distribution rights to share at increasing percentages in proceeds
realized from Comdisco Holding Company's assets after the minimum
percentage recovery threshold was achieved in May, 2003. The
amount due contingent distribution rights holders is based on the
amount and timing of distributions made to former creditors of the
company's predecessor, Comdisco, Inc., and is impacted by both the
value received from the orderly sale or run-off of Comdisco
Holding Company's assets and on the resolution of disputed claims
still pending in the bankruptcy estate of Comdisco, Inc.

As the disputed claims are allowed or otherwise resolved, payments
are made from funds held in a disputed claims reserve established
in the bankruptcy estate for the benefit of former creditors of
Comdisco, Inc. Since the minimum percentage recovery threshold has
been exceeded, any further payments from the disputed claims
reserve to former creditors of Comdisco, Inc. entitle holders of
contingent distribution rights to receive payments from Comdisco
Holding Company, Inc. The amounts due to contingent distribution
rights holders will be greater to the extent that disputed claims
are disallowed. The disallowance of a disputed claim results in a
distribution from the disputed claims reserve to previously
allowed creditors that is entirely in excess of the minimum
percentage recovery threshold. In contrast, the allowance of a
disputed claim results in a distribution to a newly allowed
creditor that is only partially in excess of the minimum
percentage recovery threshold. Therefore, any disallowance of the
remaining disputed claims would require Comdisco Holding Company,
Inc. to pay larger cash amounts to the contingent distribution
rights holders that would otherwise be distributed to common
shareholders. After the quarterly distribution on November 14,
2003, the remaining disputed claims in the bankruptcy estate of
Comdisco, Inc. were $290 million.

Comdisco emerged from chapter 11 bankruptcy proceedings on
August 12, 2002. The purpose of reorganized Comdisco is to sell,
collect or otherwise reduce to money in an orderly manner the
remaining assets of the corporation. Pursuant to Comdisco's plan
of reorganization and restrictions contained in its certificate of
incorporation, Comdisco is specifically prohibited from engaging
in any business activities inconsistent with its limited business
purpose. Accordingly, within the next few years, it is anticipated
that Comdisco will have reduced all of its assets to cash and made
distributions of all available cash to holders of its common stock
and contingent distribution rights in the manner and priorities
set forth in the Plan. At that point, the company will cease
operations and no further distributions will be made.


CONE MILLS: Robinson Lerer Serves as Public Relations Specialist
----------------------------------------------------------------
Cone Mills Corporation and its debtor-affiliates sought and
obtained approval from the U.S. Bankruptcy Court for the District
of Delaware to employ Robinson Lerer & Montgomery, LLC as Public
Relations Specialists nunc pro tunc to the Petition Date.

The Debtors retain Robinson Lerer as their public relations
specialists with regard to developing a media strategy, issuing
press releases and serving as the Debtors' media spokesperson.
Robinson Lerer was engaged by Cone Mills prepetition and, since
the time of its engagement, has become very familiar with the
Debtors' business and the difficult political, operational and
financial challenges they face.

The Debtors anticipate Robinson Lerer will:

     a. issue press releases and develop a media strategy;

     b. manage the Debtors' public relations with its union and
        non-union employees, vendors and customers;

     c. monitor media coverage of the Debtors and their
        bankruptcy cases and serving as a media contact and
        spokesperson if advisable;

     d. assist with the Debtors' communications with their
        creditors and shareholders; and

     e. provide other general public relations services to and
        for the Debtors as needed.

Robinson Lerer's standard hourly rates are:

          Partner                   $550 - $700 per hour
          Principal                 $425 - $475 per hour
          Executive Vice President  $375 - $400 per hour
          Senior Vice President     $310 - $340 per hour
          Vice President            $250 - $285 per hour
          Director                  $225 - $240 per hour
          Senior Associate          $200 - $215 per hour
          Associate                 $160 - $175 per hour
          Assistant                 $ 65 per hour

The principal consultants presently designated to represent the
Debtors and their current hourly rates are:

          W. Montgomery   Partner               $700
          M. Gross        Partner               $650
          A. Granfreld    Senior Vice President $340
          N. Tussing      Vice President        $285

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


CONSTELLATION BRANDS: Names Georgia Lamb SVP of Human Resources
---------------------------------------------------------------
Constellation Brands, Inc., a leading international producer and
marketer of beverage alcohol brands, has promoted Georgia (Gigi)
Lamb to senior vice president - human resources, Constellation
Wines.  

Her primary responsibilities include providing strategic human
resources direction, planning and execution for Constellation's
Global Wines Division.  Lamb will report directly to Steve Millar,
chief executive officer, Constellation Wines and indirectly to
Keith Wilson, chief human resources officer, Constellation Brands.  
Previously, she was vice president - human resources,
Constellation Brands.

"We believe that unifying our human resource functions across
Constellation Wines will give us a distinct strategic advantage.  
In this role, the individual wine company human resource
executives will have a reporting relationship to Gigi.  Her
passion and insight, as well as her management experience at
Constellation, Canandaigua Wine Company and Franciscan Estates,
renders her uniquely qualified to advance this effort," said
Millar.

Lamb joined Constellation Brands in 1995 at the Canandaigua Wine
Company and held a number of positions including vice president -
human resources before moving to Franciscan Estates to assume the
role of senior vice president - human resources.  In 2002, Lamb
returned to Constellation Brands corporate office where she was
responsible for managing several new corporate human resource
initiatives.

Constellation Brands, Inc. (S&P, BB Corporate Credit and Senior
Unsecured Debt Ratings) is a leading international producer and
marketer of beverage alcohol brands, with a broad portfolio across
the wine, spirits and imported beer categories.  The Company is
the largest multi-category supplier of beverage alcohol in the
United States; a leading producer and exporter of wine from
Australia and New Zealand; and both a major producer and
independent drinks wholesaler in the United Kingdom.  Well-known
brands in Constellation's portfolio include: Corona Extra,
Pacifico, St. Pauli Girl, Black Velvet, Fleischmann's, Mr. Boston,
Estancia, Simi, Ravenswood, Blackstone, Banrock Station, Hardys,
Nobilo, Alice White, Vendange, Almaden, Arbor Mist, Stowells and
Blackthorn.


DILLARD'S INC: Third-Quarter Net Loss Triples to $15 Million
------------------------------------------------------------
Dillard's, Inc. (NYSE:DDS) announced operating results for its
third quarter ended November 1, 2003.

In lieu of a conference call, the Company has provided herein
detailed information regarding its third quarter operating
performance, financial position, ongoing strategies and senior
management's current thoughts regarding the business.  

                              Income

Net loss for the 13 weeks ended November 1, 2003 was $15.8 million
($0.19 per basic and fully diluted share) compared to a net loss
of $5.1 million ($0.06 per basic and fully diluted share) for the
13 weeks ended November 2, 2002.

During the 13 weeks ended November 1, 2003, the Company recorded
$1.7 million ($1.1 million after-tax, or $0.01 per basic and fully
diluted share) for asset impairment related to one store.

Management is pleased with the following highlights regarding the
Company's third quarter performance:

-- Control of inventory - Inventory in comparable stores at
   November 1, 2003 was down 50 basis points in comparison to
   inventory at November 2, 2002.

-- Control of advertising, selling, administrative and general
   expenses - These operating expenses declined $22.6 million  
   during the third quarter of 2003 compared to the third quarter
   of 2002.

                              Revenues

Sales for the 13 weeks ended November 1, 2003 were $1.765 billion
compared to sales for the 13 weeks ended November 2, 2002 of
$1.794 billion, a decrease of 2%. Sales in comparable stores for
the 13-week period decreased 2%. Management believes unseasonably
warm temperatures hindered the Company's third quarter sales,
particularly in October.

Income from joint ventures is included in total revenues. The
Company sold its interest in two mall joint ventures during the
fourth and first quarters of 2002 and 2003, respectively. As a
result of these sales, income from joint ventures decreased
approximately $3.8 million during the third quarter of 2003
compared to the third quarter of 2002. Also included in revenues
for the thirteen weeks ended November 2, 2002 is a charge of $2.2
million related to the amortization of the beneficial interests
originally recognized on off-balance-sheet financing.  

Sales for the 39 weeks ended November 1, 2003 were $5.300 billion
compared to sales for the 39 weeks ended November 2, 2002 of
$5.523 billion, a decrease of 4%. Sales in comparable stores for
the 39-week period decreased 4%.

                      Gross Margin/Inventory

Gross margin for the 13 weeks ended November 1, 2003 declined 160
basis points of sales. Management attributes the decline to sales
pressure during the third quarter and the Company's resulting
efforts to maintain effective control of inventory levels with
increased markdown activity. Management believes competition among
industry peers, partially driven by unseasonably warm fall
temperatures, further necessitated its aggressive posture with
regard to markdown activity, as customer response to cooler-
weather merchandise was hampered during the third quarter.

Inventory position at November 1, 2003 in comparable stores was
down 50 basis points compared to inventory position at November 2,
2002. Having entered the third quarter of 2003 with comparable
inventory position up 260 basis points and firmly committed to
continued inventory management during the period, management is
pleased with the overall level and quality of the Company's ending
inventory at November 1, 2003.

During the fourth quarter, Dillard's will continue to focus its
efforts on inventory control, keeping abreast of sales trends and
customer response to its merchandise mix during the important
holiday selling season. Management is hopeful that its improved
merchandise mix, which includes expanded and enhanced assortments
of Dillard's exclusive brands, will be well received in a holiday
selling environment hopefully bolstered by improving consumer
confidence.

As a matter of policy, the Company does not provide guidance
regarding sales or gross margin performance. In an effort to
improve its competitive position and merchandise mix, Dillard's
has launched specific merchandise initiatives. Dillard's will
continue the execution of these initiatives with management's
ongoing confidence in their appropriateness based upon current
industry factors and the Company's current position. The
initiatives include:

-- Increasing the penetration of Dillard's exclusive brand
   merchandise and building Dillard's brands as national
   destination brands.

-- Evaluating performance of national "branded" vendor sources,
   de-emphasizing or replacing under-performers with more
   promising brands. Based upon continued disappointing
   performance of certain of the Company's largest national vendor
   sources, the Company has recently taken notable steps to reduce
   its exposure to certain over-distributed national brands.

-- Following the "Product-first" buying philosophy through
   considering specific customer needs first, seeking the best
   source for that need and creating more market-right assortments
   with less duplication among merchandise lines.

-- Executing the purchasing model encouraging vendors to provide
   more margin support at time of purchase, hopefully reducing the
   amount of margin assistance at end of the season. The Company
   treats such vendor allowances as a reduction of inventoriable
   product cost regardless of when received.

Dillard's management reiterates their strong belief that
merchandise differentiation by the Company is crucial to its
future success in the marketplace. The Company will continue to
build its exclusive brands as a means to deliver fashion to its
customers at compelling prices - in an effort to set Dillard's
apart from its peers as the store of choice for exclusive
destination brands. At the same time, the Company will seek
differentiation by considering new and unique presentations of
assortments from national vendor sources, seeking to build
exclusive relationships with promising vendors and designers where
appropriate.

    Advertising, Selling, Administrative and General Expenses

Advertising, selling, administrative and general expenses declined
$22.6 million to $517.2 million for the 13 weeks ended November 1,
2003 from $539.8 million for the comparable period ended
November 2, 2002. The improvement in SG&A expenses was driven by
savings in payroll ($10.4 million), advertising ($7.2 million) and
bad debt expense related to the Company's proprietary credit card
($3.7 million). The Company achieved savings in most other expense
categories, as well.

The Company is in the process of repositioning its advertising
efforts, seeking the most appropriate media to reach new and
existing Dillard's customers. Savings achieved in advertising
expense during the quarter ended November 1, 2003 resulted from
reduction in newspaper advertising. Dillard's will consider
reallocation of funds saved in newspaper advertising to other
media more appropriately matched to its customers' lifestyles.
This reallocation includes expansion of advertising efforts in
fashion magazines, regional magazines, billboards, broadcast, the
Internet and alternative uses of newspaper circulation, such as
insertion of preprinted material.

Management is pleased with the progress regarding the quality of
its accounts receivable portfolio and with the resulting reduction
in bad debt expense during the thirteen weeks ended November 1,
2003. The Company has improved the scoring matrix used to manage
its existing portfolio, incorporating a credit bureau bankruptcy
score with its own custom credit bureau risk score. This has
allowed the company to more accurately identify accounts that will
likely become delinquent.

                       Debt/Interest Expense

As a result of the Company's continuing efforts to reduce debt,
interest and debt expense declined to $37.3 million during the
third quarter of 2003 from $42.6 million for the third quarter of
2002. Interest and debt expense for the 13 weeks ended November 1,
2003 includes $4.1 million received from the Internal Revenue
Service as a result of the Company's filing of an interest netting
claim related to previously settled tax years. Included in
interest and debt expense for the 13 weeks ended November 2, 2002
is a pretax gain of $1.7 million related to the early
extinguishment of debt.

On Monday, November 3, 2003, the Company retired the remaining
$130.0 million 6.13% notes maturing Saturday, November 1, 2003.

The Company has adopted SFAS No. 145, "Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13,
and Technical Corrections" ("SFAS No. 145"). SFAS No. 145 rescinds
SFAS No. 4 and 64, which required gains and losses from
extinguishments of debt to be classified as extraordinary items.
For the 13 weeks ended November 2, 2002, as a result of adopting
SFAS No. 145, the Company has reclassified a pretax gain of $1.7
million (after-tax $1.1 million or $0.01 per basic and fully
diluted share) to interest and debt expense from extraordinary
gain on early extinguishment of debt.

The Company utilizes securitizations of its credit card receivable
portfolio as a financing vehicle. At November 1, 2003 and
November 2, 2002, all financing associated with the
securitizations of the Company's credit card portfolio was
recorded on the balance sheet, with $400 million in related
financing recorded in long-term debt. Prior to the quarter ended
November 2, 2002, the Company accounted for these transactions as
off-balance-sheet financing. In early May 2002, the Company
amended its conduit financing agreement and as such future
transfers of accounts receivable did not qualify for sale
treatment. Based upon the expected average life of the credit card
receivables, the final $160 million of $400 million of accounts
receivable securitization were brought back onto the balance sheet
at November 2, 2002. Accordingly, during the thirteen weeks ended
November 2, 2002, the Company took a charge to its income
statement of $2.2 million related to the amortization of the
beneficial interests recognized upfront on the off-balance-sheet
financing.

At November 1, 2003 and November 2, 2002, the Company had $20.5
million and $285 million outstanding, respectively, in short-term
borrowings under its accounts receivable conduit facilities
related to its seasonal financing needs. Remaining available
short-term borrowings under these conduit facilities at November
1, 2003 were $479.5 million. Management plans to meet peak
borrowing demand in the fourth quarter of 2003 with additional
borrowings under these accounts receivable conduit facilities.
This peak demand is expected to be less than $400 million,
compared to the peak of $465 million during the fall season of
2002.

Since May of 2002, the Company has maintained a $400 million
revolving credit facility to provide backup liquidity. At
November 1, 2003, letters of credit totaling $72.5 million were
issued under this facility. There has never been any funded debt
outstanding under this facility since its inception.

                    Store Openings/Closings - 2003

During the third quarter of 2003, Dillard's opened three new
stores as planned:

                                               Open
Dillard's at:                City              Month    Sq. Feet
-------------                ----              -----    --------
Stony Point Fashion Park  Richmond, Virginia  September  200,000
Short Pump Town Center    Richmond, Virginia  September  200,000
Memorial City Mall(1)     Houston, Texas      October   250,000

(1) Replacement store

During the third quarter of 2003, the Company completed the
closure of one store in Richmond, Virginia, where it opened two
new locations. The store was located at The Shops at Willow Lawn
and was a 65,000 square foot facility. The Company has announced
the upcoming closure of its Pinellas Parkside location in Pinellas
Park, Florida. This 105,000 square foot location is expected to
close in January 2004. During the 39 weeks ended November 1, 2003,
the Company has closed or has announced the upcoming closures of
nine Dillard's locations. Since announcing its policy in late 2000
to close under-performing stores as conditions permit, the Company
has closed 36 Dillard's stores.

                    Store Opening Schedule - 2004

Scheduled store openings for the year ended January 29, 2005:

                                                 Open
Dillard's at:              City                  Month    Sq. Feet
-------------              ----                  -----    --------
The Shoppes at East Chase  Montgomery, Alabama   March     155,000
Coastal Grand              Myrtle Beach,
                           South Carolina        March     155,000
Colonial University
    Village(1)             Auburn, Alabama       April     126,000
Greenbrier Mall(1)         Chesapeake, Virginia  April     160,000
Jordan Creek Town Center   West Des Moines, Iowa August    200,000
Yuma Palms(1)              Yuma, Arizona         October    98,000
Eastern Shore              Spanish Fort, Alabama October   126,000

(1) Replacement store

Capital expenditures for fiscal year 2004 are expected to
approximate $240 million.

At November 1, 2003, the Company operated 330 stores spanning 29
states - all operating with one name - Dillard's.

                     Supplemental Information

Additional information regarding sales for the quarter is
provided:

                          Sales by Month

Sales performance by month for the third quarter occurred as
follows:

                             Total         Comparable
                            --------------------------
          August              -4%            -4%
          September           +3%            +3%
          October             -5%            -5%
          Quarter 3           -2%            -2%

                         Sales by Category

Sales were strongest in the cosmetics and accessories, shoes and
lingerie and men's areas during the third quarter of 2003, with
those areas performing above the Company average trend for the
period. Sales in the women's and juniors' categories were in line
with the total Company sales performance. Sales were weakest in
the home and children's areas, with sales in children's trending
significantly below average.

                         Sales by Region

During the third quarter of 2003, sales were strongest in the
western and eastern regions of the Company. Sales in the central
region were slightly weaker than the average Company sales
performance.

                         Estimates for 2003

The Company is updating the following estimates for certain income
statement items for the fiscal year ended January 31, 2004 based
upon current conditions. Actual results may differ significantly
from these estimates as conditions and factors change - See
"Forward Looking Information".

                                           In Millions      
                                           -----------      
                                       2003           2002  
                                    Estimated        Actual
                                    ---------        ------

Depreciation and amortization        $ 300           $ 301
Rental expense                          68              68
Interest and debt expense              180             190
Capital expenditures                   215             233

Dillard's (Fitch, BB- Senior Unsecured Notes and B- Capital
Securities Ratings, Negative Outlook) is the third largest
department store chain in the U.S., with 329 stores in 29 states
in the southeast, central and southwestern U.S. All of the
company's stores operate under the Dillard's nameplate. Women's
clothing, shoes, accessories and cosmetics account for
approximately 66% of the company's sales, while men's clothing
accounts for 18% of the total, children's clothing 7% and home-
related goods the remaining 9%.


DOBSON: Enhancing Statewide Network with Up to $24MM Investment
---------------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) awarded
approximately $10 million in contracts to support the overlay of
its Alaska markets with 2.5-generation GSM/GPRS/EDGE technology.
The GSM/GPRS/EDGE overlay is scheduled for completion by mid-2004.
The Company plans to start selling GSM/GPRS wireless phones and
other handsets in its Alaska markets in the second quarter next
year, starting with the Anchorage market.

Dobson announced that it also plans to invest another $3.5 million
next year in Alaska to enhance further the capacity and efficiency
of its statewide wireless network.

With this capital expenditure, Dobson will have invested
approximately $24 million in Alaska in 2003 and 2004 to improve
wireless service statewide. In 2003 the Company's upgrades
included installing a new telecommunications switch in Anchorage,
installing 15 new cell sites in Anchorage and Alaska Rural Service
Area (RSA) 2, and increasing network capacity throughout its
coverage areas in Anchorage, AK RSA 1 (Fairbanks), AK RSA 2 and AK
RSA 3 (Juneau).

Dobson chose Ericsson (Nasdaq:ERICY) to supply the GSM/GPRS base
station infrastructure for its Alaska project and Nortel Networks
(NYSE:NT) to supply the new GSM/GPRS telecommunications switch in
Anchorage.

Dobson currently offers TDMA (Time Division Multiple Access)
wireless service to markets that encompass 92 percent of the
Alaskan population. Dobson also offers wireless services in 15
other states from New York to Arizona, and from Texas to
Minnesota.

With the overlay of the new technologies, Dobson will be the first
telecommunications provider to offer voice services on GSM (Global
System for Mobile Communications) and high-speed data services on
GPRS (General Packet Radio Service) on a wireless network
throughout Alaska. Enhanced Data for GSM Evolution (EDGE) is a
software enhancement that supports high-speed data communications.

"Dobson's GSM/GPRS overlay in Alaska will bring an entirely new
universe of wireless services and value to the Alaska market,"
said Tim Duffy, senior vice president and chief technical officer
for Dobson. "The biggest change will be in terms of wireless data
services -- by mid-2004, we plan to be selling throughout Alaska
the latest voice/data devices and picture phones, which will allow
customers to receive e-mails and Internet-based services on their
wireless handsets.

"This investment demonstrates Dobson's commitment to dramatically
improve the coverage and capabilities of our wireless network in
Alaska to better serve customers throughout the state," he said.

Dobson has served wireless customers in the Fairbanks and Juneau
areas since 2000, and in June 2003 acquired its ownership in the
Anchorage Metropolitan Service Area and Alaska RSA 2 from AT&T
Wireless. Based on its market share in these four markets, Dobson
is now the largest wireless services provider in Alaska, operating
under the CellularOne(TM) brand.

Dobson Communications (S&P, CCC+ Senior Debt and B- Corporate
Credit Rating, Stable Outlook) is a leading provider of wireless
phone services to rural markets in the United States.
Headquartered in Oklahoma City, the Company owns wireless
operations in 16 states, with markets covering a population of
11.1 million. The Company serves 1.6 million customers. For
additional information on the Company and its operations, visit
its Web site at http://www.dobson.net/


DOBSON COMMS: Shares Now Trading on Nasdaq National Market
----------------------------------------------------------
Dobson Communications Corporation's (Nasdaq:DCEL) Class A common
stock has been approved for trading on the Nasdaq National Market.
The Company moved from the Nasdaq SmallCap to the Nasdaq National
Market effective at the opening of regular trading on
Nov. 19, 2003. Dobson's Class A common stock will continue to
trade under the symbol DCEL.

"Moving to the Nasdaq National Market is another step in
positioning the company to maximize shareholder value," said
Everett R. Dobson, chairman, chief executive office and president
of Dobson Communications. "The higher visibility and trading
advantages of being on the National Market will benefit all our
shareholders."

Dobson Communications (S&P, CCC+ Senior Debt and B- Corporate
Credit Rating, Stable Outlook) is a leading provider of wireless
phone services to rural markets in the United States.
Headquartered in Oklahoma City, the Company owns wireless
operations in 16 states, with markets covering a population of
11.1 million. The Company serves 1.6 million customers. For
additional information on the Company and its operations, please
visit its Web site at http://www.dobson.net.


eB2B COMMERCE: Wants More Time to File Current Fin'l Information
----------------------------------------------------------------
eB2B Commerce, Inc. reports to the Securities and Exchange
Commission that additional time is needed to file the current
financial information due to the departure of the controller of
the Company, which person had the primary responsibility for
filing of the Form 10-QSB, and the Company's inability to replace
such person to date.

The Company's operating results for the third quarter of 2003 are
in the process of being finalized. Preliminary calculations
indicate that revenues, net of discontinued operations, in the
third quarter of 2003 are approximately equal to those in the
third quarter of 2002. Net loss in the third quarter of 2003 was
significantly less than in the comparable 2002 period.

At June 30, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $4 million.


ENRON CORP: Northern Border Reaffirms 2004 Distribution Guidance
----------------------------------------------------------------
In response to market concerns, Northern Border Partners, L.P.
(NYSE:NBP) reaffirmed its guidance with respect to its 2004
distribution notwithstanding the disclosure in its third quarter
Form 10-Q regarding the termination of Enron's pension plan.

The 10-Q disclosure described the potential for costs related to
the termination of the Enron Cash Balance Plan to be charged to
the Partnership. Based on the Partnership's current expectations
of net income and cash flows for 2004 for its existing businesses,
the Partnership expects the distribution to remain at the current
level of $0.80 per common unit per quarter throughout 2004.

"Our businesses continue to provide the cash flow necessary to
sustain our distribution level," said Bill Cordes, chairman and
chief executive officer of Northern Border Partners. "We
anticipate that the likely range of allocated costs which may be
charged to the Partnership will not be large enough to impact our
distribution level. Furthermore, these costs would be a one-time
event and not reflect on the ongoing operations of the
Partnership."

Northern Border Partners, L.P. is a publicly traded partnership
formed to own, operate and acquire a diversified portfolio of
energy assets. The Partnership owns and manages natural gas
pipelines and is engaged in the gathering and processing of
natural gas. More information can be found at
http://www.northernborderpartners.com


ENRON: Wants Exclusive Solicitation Time Extended to April 30
-------------------------------------------------------------
On July 11, 2003, the Enron Corporation Debtors filed with the
Court a proposed Chapter 11 plan and related disclosure statement.  
On September 18, 2003, the Debtors filed the Amended Plan and
Disclosure Statement.  A Second Amended Plan is now on the table.  
Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New York,
recalls that the Court scheduled a hearing on November 18, 2003,
to consider the adequacy of the information contained in the
Disclosure Statement and scheduled a hearing to consider
confirmation of the Plan on February 27, 2004.

The Debtors ask the Court to extend their Exclusive Solicitation
Period until April 30, 2004, pursuant to Section 1121(d) of the
Bankruptcy Code.

Mr. Rosen asserts that the Solicitation Period should be extended
because:

   (a) the Debtors' cases are undisputedly large and complex
       where delays are inevitable due to the magnitude of the
       tasks as well as the magnitude of coordinating and
       organizing the tasks;

   (b) the Debtors anticipate further amendment to the Plan and
       the Disclosure Statement;

   (c) although the Debtors originally aimed for confirming the
       Plan before the end of 2003, based on the requisite time
       frames for voting, motions to consider the temporary
       allowance of claims, and the tabulation of claims, that
       target date has necessarily shifted to the end of
       February 2004; and

   (d) the Debtors have worked very hard with the major parties-
       in-interest in these cases to propose the Plan on file
       with the Court and are seeking the extension of the
       Solicitation Period to complete the solicitation of
       acceptances.

                          *     *     *

Judge Gonzalez will hear the Debtors' request for extension on
December 4, 2003.  To bridge the gap between the current November
29, 2003, expiration date and the date of the hearing, Judge
Gonzalez entered a Bridge Order extending the solicitation period
by 5 days. (Enron Bankruptcy News, Issue No. 87; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ENTERTAINMENT TECH: Says Assets Insufficient to Satisfy Claims
--------------------------------------------------------------
On November 6, 2003, Entertainment Technologies & Programs, Inc.
filed for Bankruptcy protection under Chapter 7 of the Bankruptcy
Code. Because the Company generated insufficient revenues to repay
its outstanding debts and because the Company has been unable to
secure additional funding to fund operations in 2003, the Company
filed a Bankruptcy petition under Chapter 7 of the Bankruptcy Code
in the U.S. Bankruptcy Court for the District of Texas, Case
Number 03-46010-H5-7.

The Company believes that its assets will be insufficient to
satisfy the claims of all creditors and it is unlikely that the
Company's shareholders will be eligible to participate in any
distributions of the Company's assets as a result of the
Bankruptcy. Upon liquidation, the Company will cease operations
and wind up its business. On that basis, the Company expects that
it will cease to file reports under the Securities Exchange Act of
1934.


GAP INC: Third-Quarter 2003 Results Reflect Marked Improvement
--------------------------------------------------------------
Gap Inc. (NYSE: GPS) reported that earnings for the third quarter,
which ended November 1, 2003, rose 94 percent over last year to
$263 million driven by increased sales, product acceptance and
improved margins.

Earnings per share for the third quarter on a diluted basis were
$0.28, compared with $0.15 per share for the same period last
year. Net income was $263 million, compared with $135 million for
the same period last year.

Third quarter net sales increased 8 percent to $3.9 billion,
compared with $3.6 billion for the same period last year.
Comparable store sales were up 6 percent, compared with a prior
year increase of 2 percent.

"We delivered a very solid performance for third quarter supported
by better product assortments and more effective marketing to core
customer segments, and a strong operational focus on flowing top-
line gains through to bottom-line earnings growth," said Gap Inc.
President and CEO Paul Pressler. "I'm pleased with how well our
teams at Gap, Old Navy and Banana Republic are executing against
our priorities. We continue to improve our customer focus and
strengthen our foundation for longer-term growth."

                 Store Sales Results By Division

The company's third quarter comparable store sales by division
were as follows:

    -- Gap U.S.: positive 5 percent versus negative 2 percent
       last year

    -- Gap International: positive 4 percent versus positive 2
       percent last year

    -- Banana Republic: positive 11 percent versus positive 1
       percent last year

    -- Old Navy: positive 6 percent versus positive 6 percent
       last year

Net sales for the third quarter in each division were as follows:

    -- Gap U.S.: $1.3 billion versus $1.3 billion last year

    -- Gap International: $476 million versus $420 million last
       year

    -- Banana Republic: $512 million versus $456 million last
       year

    -- Old Navy: $1.6 billion versus $1.5 billion last year

                   Year-to-Date Results

Year-to-date sales of $11.0 billion for the 39 weeks ended
November 1, 2003, represent an increase of 12 percent over sales
of $9.8 billion for the same period last year. The company's year-
to-date comparable store sales increased 9 percent compared with a
decrease of 7 percent in the prior year. Year-to-date earnings are
$674 million for the 39 weeks ended November 1, 2003, compared
with earnings of $229 million for the same period last year.

                   Updated 2003 and 2004 Outlook

Capital Expenditures

Year-to-date, through November 1, 2003, the company recorded $181
million in capital expenditures. For fiscal 2003, the company
expects capital spending to be about $275 million, less than
previous estimates of $300 million to $325 million. For fiscal
2004, the company expects capital expenditures of about $500
million.

Inventory

For the third quarter 2003, the company supported positive
comparable store sales growth and margin improvement at lower
inventory levels than prior year. The company ended the third
quarter 2003 with a 7 percent decrease over prior year in
inventory per square foot. The company remains focused on
optimizing inventory productivity and will continue efforts to
properly balance inventory with sales, while ensuring that stores
are well stocked. At the end of the fourth quarter 2003, the
company is planning inventory per square foot to be down on a
percentage basis; the decrease is expected to be in the mid- to
high-teens compared with a 13 percent increase last year. By the
end of the first quarter of 2004, the company also is planning a
decrease, expected to be in the high-single digits compared with a
17 percent increase in the prior year.

Real Estate

Year-to-date through November 1, 2003, the company opened 33 store
locations and closed 75. Net square footage for the third quarter
2003 decreased by 2 percent from the same period last year. For
fiscal 2003, the company expects to open about 35 store locations,
weighted toward Old Navy, and close about 135 store locations,
weighted toward Gap U.S. The company reiterated its guidance for
2003 of an expected 2 percent decline in net square footage for
the full fiscal year. For fiscal 2004, the company expects to open
about 125 store locations, weighted toward Old Navy, and expects
to close about 125 store locations, weighted toward Gap U.S. Net
square footage is expected to remain flat for fiscal 2004.

Gap brand stores are reported based on concepts and locations. Any
Gap Adult, GapKids, babyGap or GapBody that meets a certain square
footage threshold has been counted as a store concept, even when
residing within a single physical location that may have other
concepts.  

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

                  Convertible Bond Activity

For a week or more now, Gap's $1.38 billion issue of 5.750%
Convertible Notes due March 15, 2009 has hit the list of the 10
most active high yield bonds reported in the Bond Market Data Bank
column in The Wall Street Journal.  The convertible notes well
above par, around 145.  The securities' conversion price is around
$16 and GPS common shares trade at $20+ today.  


GENESIS HEALTH: Will Publish Fiscal Year-End Results on Dec. 10
---------------------------------------------------------------
Genesis Health Ventures, Inc., will release operating results for
its September 30, 2003 fiscal year-end after the close of trading
on December 10, 2003.

As previously announced, the Company's eldercare business is being
spun-off into a separate publicly traded company, Genesis
HealthCare Corporation.  After the spin-off, the Company will
change its name to NeighborCare, Inc. and ticker to NCRX.  The
2003 fiscal year-end results will include consolidated Genesis
Health Ventures results as well as proforma financials for Genesis
HealthCare Corporation and NeighborCare, Inc.   

The Company will hold a conference call at 10:00 a.m. EST on
December 11, 2003 to discuss results for the year on a
consolidated basis as well as for both separate companies.

Investors can access the conference call by phone at (888) 428-
4478 or live via webcast through the homepage of the Genesis web
site at http://www.ghv.com where a replay of the call will also  
be posted.

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

Visit http://www.ghv.comfor more information on the Company.

Genesis HealthCare Corporation is trading on the NASDAQ when-
issued market under the ticker (Nasdaq: GHCIV) through December 1,
2003.  Post-spin, Genesis HealthCare Corporation's ticker will be
"GHCI."


G-FORCE CDO: S&P Assigns Prelim. Ratings to Series 2003-1 Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to G-Force CDO 2003-1 Ltd.'s $540.1 million collateralized
debt obligations series 2003-1.

The preliminary ratings are based on information as of
Nov. 20, 2003. Subsequent information may result in the assignment
of final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the subordination provided by the
lower classes of notes, the excess spread provided by the assets,
the diversification of the collateral, the use of an interest rate
hedge to mitigate the interest-rate risk and the legal structure
of the transaction. The issuer will use the proceeds of the sale
of securities to acquire the collateral from G3 Strategic
Investments L.P., an affiliate of GMAC Commercial Mortgage Corp.
The collateral will include CMBS certificates, a CDO note, and
four subordinate loan participations.

                PRELIMINARY RATINGS ASSIGNED
                   G-Force CDO 2003-1 Ltd.
        Collateralized debt obligations series 2003-1
        Class          Rating         Amount (Mil. $)
        A              AAA                      190.0
        B              AA                        55.0
        C              A                         47.0
        D              A-                        15.3
        E              BBB+                      27.7
        F              BBB                       22.0
        G              BBB                       18.0
        H              BBB-                      20.0
        J              BB                        40.0
        K              B                         50.0


GINGISS GROUP: Asks to Hire Houlihan Lokey as Investment Banker
---------------------------------------------------------------
The Gingiss Group, Inc., and its debtor-affiliates are seeking
permission from the U.S. Bankruptcy Court for the District of
Delaware to engage Houlihan, Lokey, Howard & Zukin Capital as
their Investment Banker to assist them in the sale of
substantially all of their assets.

Houlihan Lokey is expected to:

     a. assist the Debtors in effectuating a sale, merger, joint
        or other combination or disposition of the Debtors,
        their assets and/or their stock, or any portion thereof,
        in one or more transactions with any person or entity;

     b. interact with potential purchasers to create interest in
        the Transaction;

     c. coordinate and distribute the offering memorandum
        prepared by HLHZ and the Debtors, and relevant due
        diligence information concerning the Debtors to
        interested purchasers;

     d. facilitate a coordinated sales effort and assisting in
        the negotiation and structuring of the financial aspects
        of the Transaction;

     e. coordinate with the Debtors, and other advisors, as well
        as the Debtors' secured lenders and any Committees of
        Unsecured Creditors appointed in these cases and any
        professionals retained by such a Committee in the
        negotiation process;

     f. actively participate in negotiations and otherwise
        reasonably assisting the Debtors in effectuating the
        Transaction;

     g. provide expert testimony in conjunction with the
        Debtors' efforts to consummate the Transaction and other
        financial valuation matters associated with the Debtors'
        Chapter 11 proceedings; and

     h. perform all other investment banking and financial
        advisory services that are desirable and necessary for
        the efficient and economic administration of these
        Chapter 11 Cases.

David Rosen reports that the Debtors will pay Houlihan Lokey a
retainer of $100,000.  Upon the consummation of a transaction, a
Transaction Fee will be paid to Houlihan Lokey in the amount of
$750,000 plus:

     i) 3.0% of the amount by which the Transaction Value (up to
        $30 million) exceeds $25 million; and  

    ii) 6.0% of the Transaction Value in excess of $30 million.

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


GOODYEAR TIRE: Inks New Long-Term Supply Pact with Volvo Trucks
---------------------------------------------------------------
The Goodyear Tire & Rubber Company has signed a new agreement to
make its commercial truck tires the standard equipment used on all
Volvo trucks produced for North America over the next three years.

"We are extremely pleased to have been chosen by this quality
producer of premium commercial vehicles.  Volvo trucks are
manufactured with pride, technology and innovation.  The trucking
business is built upon relationships and reputations, and there is
no better reputation in heavy-duty trucks than Volvo's," said
Steve McClellan, Goodyear's vice president, commercial tire
systems.

Scott Kress, senior vice president - sales, for Volvo Trucks North
America, Inc., said, "Our customers look to Volvo for a premium
ownership experience.  We are pleased to have a supplier partner
like Goodyear who shares our dedication to meeting customer needs
for quality, safety, reliability, fuel efficiency and overall cost
of ownership."

According to McClellan, "Volvo Trucks North America plans to
continue to grow its share of the competitive truck equipment
business.  Obviously, this holds great opportunity for Goodyear to
grow along with them, and to reap the benefits of sales of our
replacement tires for the thousands of trucks that will need new
or retreaded tires down the road.

"After an extensive evaluation process, Volvo put its confidence
in Goodyear because of our innovative production systems,
technical investment, testing and development capabilities,
reputation for product performance, and extensive network of
commercial dealers to offer support to Volvo customers," he said.

Goodyear truck tires for Volvo vehicles are produced at Goodyear's
manufacturing facilities in Danville, VA, and Topeka, KS.  
Goodyear will supply Volvo with the new-generation G395 LHS, as
well as the complete Goodyear commercial portfolio of line-haul,
regional and vocational products.

In addition to the new agreement with Volvo Trucks North America,
Goodyear also has renewed its current standard agreement with Mack
Trucks, Inc., a subsidiary of the Volvo Group.  The Mack agreement
will run concurrent with the Volvo pact; both agreements extend
through October 2006.

"We view this agreement as more than a transaction to supply a
customer with a product.  The relationship is built upon
Goodyear's ability to supply quality tires, to deliver them when
and where needed, and to make sure our role in supplying an
important customer adds value to their end-users," said McClellan.

Volvo Trucks North America is a member of the Volvo Group, a
publicly held company headquartered in Gothenburg, Sweden.  With
2002 sales of approximately $20 billion, Volvo's business areas
include heavy trucks, buses, construction equipment, marine and
industrial drive systems, aerospace, and financial services.  In
the U.S., Volvo shares are listed on NASDAQ, and are traded as
ADRs (symbol: VOLVY).

Goodyear Commercial Tire Systems offers complete products and
services to the trucking industry, including a full range of
original equipment and replacement tires, and the industry's most
extensive sales, retreading and commercial services network.

Additional information about Goodyear, the world's largest tire
company, can be found at http://www.goodyear.com

Goodyear (Fitch, B+ Senior Secured and B Senior Unsecured Debt
Ratings, Negative) is the world's largest tire company.
Headquartered in Akron, Ohio, the company manufactures tires,
engineered rubber products and chemicals in more than 85
facilities in 28 countries.  It has marketing operations in almost
every country around the world.  Goodyear employs about 92,000
people worldwide.


HEALTHSOUTH CORP: Expands Agreement with CIGNA Healthcare
---------------------------------------------------------
HealthSouth Corporation (OTC Pink Sheets: HLSH) has entered into a
multi-year national agreement with CIGNA HealthCare (NYSE: CI) in
which HealthSouth will provide outpatient physical therapy,
occupational therapy and speech therapy to CIGNA HealthCare
members in existing and additional locations under a simplified
contract.

The agreement, effective November 15, 2003, consolidates existing
multiple arrangements into one three-year contract and adds more
than 130 new HealthSouth locations to the CIGNA HealthCare network
of participating providers. The agreement will not be applicable
in states where CIGNA HealthCare contracts with other providers on
a sole source basis. Financial terms of the agreement were not
disclosed.

"In addition to continuing our strong relationship with CIGNA
HealthCare in previously established markets, HealthSouth now will
be able to provide services to CIGNA HealthCare members in new
locations," said HealthSouth Interim Chief Executive Officer Bob
May. "In turn, CIGNA HealthCare's network of therapy service
providers will expand through increased access to HealthSouth
facilities."

The contract illustrates the commitment of both organizations to
provide access to quality, cost-effective health care services
across the country. HealthSouth and CIGNA HealthCare have already
worked closely to increase administrative efficiencies, which has
resulted in improved accuracy in billing and the payment of
claims.

"With this new agreement, we've standardized our contract to
enhance efficiency and, at the same time, we've expanded our
network of participating providers," said Bill Lamoreaux, senior
vice president of contracting for CIGNA HealthCare. "This will
result in more choices and flexibility for our members and greater
administrative ease for CIGNA HealthCare."

CIGNA HealthCare, headquartered in Bloomfield, Connecticut,
provides medical benefits through managed care and indemnity
health care plans to approximately 11.8 million people, dental
coverage to approximately 12.2 million, behavioral health coverage
to approximately 14.3 million, and pharmacy benefits to
approximately 9.2 million. "CIGNA HealthCare" refers to various
operating subsidiaries of CIGNA Corporation (NYSE: CI). Products
and services are provided by these operating subsidiaries and not
by CIGNA Corporation.

HealthSouth is the nation's largest provider of outpatient
surgery, diagnostic imaging and rehabilitative healthcare
services, with nearly 1,700 locations nationwide and abroad.
HealthSouth can be found on the Web at http://www.healthsouth.com  

As reported in Troubled Company Reporter's November 5, 2003
edition, HealthSouth Corporation, which previously announced that
it had initiated discussions and submitted term sheets to its
creditors providing for the restructuring of the Company's
outstanding indebtedness, said that it has received a notice of
technical default purportedly from the requisite holders of
certain of its senior notes and its senior subordinated notes.

Once notice has actually been received, the notes provide for a
cure period, following which these noteholders would have the
right to accelerate payment of the outstanding principal amount of
these notes.

The Company stated that it is current on all interest payments due
to its bank and noteholders. The Company also reiterated it
intention to remain current on all upcoming interest payments.


IMAGEMAX: Needs Additional Funds to Meet Near-Term Obligations
--------------------------------------------------------------
ImageMax, Inc. is a national single-source provider of integrated
document management solutions. The Company's revenues are derived
from a broad range of media conversion, storage and retrieval
services, the sale of third party document management software
products which support digital imaging and indexing services and
the sale and service of a variety of document management
equipment.

The Company's revenues consist of service revenues, which are
generally recognized as the related services are rendered, and
product revenues, which are recognized when the products are
shipped to clients. Service revenues are primarily derived from
media conversion, storage and retrieval, imaging and indexing of
documents, and the service of imaging and micrographic equipment
sold. Product revenues are derived from equipment sales and
software sales and support. Cost of revenues consists principally
of the costs of products sold and wages and related benefits,
supplies, facilities and equipment expenses associated with
providing the Company's services. Selling and administrative
("S&A") expenses include salaries and related benefits associated
with the Company's executive and senior management, marketing and
selling activities (principally salaries and related costs), and
financial and other administrative expenses.

              Nine Months Ended September 30, 2003
        Compared to Nine Months Ended September 30, 2002

Overview: For the nine months ended September 30, 2003, net loss
amounted to $12.8 million or $1.85 per basic and diluted share
compared to a net loss of $14.9 million or $2.19 per basic and
diluted share for the nine months ended September 30, 2002. The
Company recorded a goodwill impairment charge of $11.4 million in
the third quarter of 2003 due to impairment indicators defined
under SFAS 142 "Goodwill and Intangibles". As previously
disclosed, in the first nine months of 2002 the Company recorded a
non-cash goodwill charge of $15.1 million
or $2.22 per share as a result of implementing SFAS 142.

Revenues: For the nine months ended September 30, 2003, total
revenues decreased $1.5 million or 4.6% as compared to the
corresponding period in 2002. For the nine months ended September
30, 2003, services revenue and products revenue, respectively,
comprised 88.5% and 11.5% of total revenues, as compared to 85.1%
and 14.9% in the corresponding period in 2002.

Service revenue decreased 0.8% or $0.2 million due primarily to a
decrease in data entry and litigation coding service ($1.6
million) related to the loss of former customers that were part of
the Digiscribe litigation disclosed in the Company's Form 10-Q
filing dated May 15, 2003. This decrease was offset by increases
in digital conversion services revenue as a result of higher
volume, notably in southern California, a facility opened in the
fourth quarter of 2002 ($1.0 million) and in litigation projects
utilizing electronic data discovery services ($0.6 million).
Conversion services revenue increased 6% as digitally based
services increased over the prior period. There was a change in
business terms, effective July 2003, in which the outsourced
component of certain electronic data discovery services were
directly billed by the provider to certain customers. The impact
of this change was to reduce services revenue and cost of services
revenue by $0.4 million.

Products revenue decreased 25.9% or $1.2 million as a result of
lower analog equipment and related supplies sales and lower third
party software revenues. These declines were primarily
attributable to volume and the Company believes that results
related to software, coupled with delayed buying decisions, were
indicative of the prolonged effects of the national economy and
war in Iraq. Results related to equipment and supplies revenues
are consistent with recent
trends as the Company continues to focus its efforts on services
based revenues.

Gross Profit: For the nine months ended September 30, 2003, gross
profit decreased by $1.4 million, or 11.7%. Gross profit
percentage decreased from 37.7% to 34.9% in 2003 versus the same
corresponding period in 2002.

Gross profit declined $0.7 million on services revenue primarily
due to: lower margins on projects utilizing electronic data
discovery services resulting from lower prices accorded to large
volume customers; the decline in data entry and litigation coding
services noted above; and the impact of severe weather in the Mid-
Atlantic and Northeast during the first quarter of 2003. These
effects were partially offset by an increase in gross profit
related to conversion services in the second and third quarters of
2003 as a result of higher volume and production capacity
utilization. The impact of the change in business terms regarding
electronic data discovery services discussed above was to increase
gross profit percentage from 34.4% to 34.9%.

Gross profit declined $0.7 million on products revenue due
primarily to volume declines noted above.

Selling and Administrative Expenses: For the nine months ended
September 30, 2003, selling and administrative expenses increased
$89,000 as compared to the corresponding period in 2002. The
increase was related to a $53,000 charge incurred for telecom
utilization and higher business insurance costs. In addition,
administrative expenses included a benefit of $0.1 million related
to the settlement of the Digiscribe litigation in the second
quarter of 2003, which
was more than offset by expenses incurred in the first quarter of
2003 related to the move of operations to more cost effective
facilities within the Boston, Detroit and Philadelphia markets.

Interest Expense: Interest expense remained constant as the
company maintained relatively consistent debt levels at September
30, 2003 versus September 30, 2002.

                 Liquidity and Capital Resources

In the first, second and third quarters of 2003, the Company
incurred net losses and failed to meet a required financial
covenant under the Revolving Credit Line (which matures on January
15, 2004) and was therefore in default with respect to the
Revolver and its subordinated debt agreements, which mature on
February 15, 2004. The First Amendment of the Forbearance
Agreement, in which the Company's senior lenders agreed to forbear
certain of their rights in default, expired on October 31, 2003.
The rights and remedies available to the senior lenders include
acceleration of the Revolver balance to be due and payable.
Further, at September 30, 2003, the Company resolved the over-
advance position that existed at June 30, 2003 of $886,000,
resulting from a reduction in its eligible accounts receivable, as
defined in the credit agreement, as amended. There was no over-
advance position at September 30, 2003. The Company will require
additional working capital in order to continue to meet its
current operating obligations. The combination of these factors
indicates significant uncertainty about the Company's ability to
continue as a going concern.

Management continues to monitor its sales activity and implement
certain short-term cost-deferral and cost reduction measures where
possible. In addition, the Company has retained an investment-
banking firm to act as its exclusive financial advisor to assist
the Board of Directors and management in the exploration of
strategic alternatives available to the Company. The Company is in
negotiations with its subordinated debt holders to obtain
necessary working capital and the Company is also in discussions
to obtain forbearance from the senior lenders. There can be no
assurance that these negotiations or discussions will be
successful and any agreement with the subordinated debt holders
would be subject to approval by the Company's senior lenders. In
the event the Company is unable to secure additional working
capital, negotiate any necessary forbearance agreements and/or
obtain waivers of any covenant violations from its senior lenders
or subordinated debt holders currently or in the future, or to be
successful in its efforts to locate and consummate strategic
alternatives that result in either the sale of the Company or a
refinancing of the senior and subordinated debt, the Company may
not have the ability to continue as a going concern, may not be
able to pay its debts as they come due, its operations may be
significantly curtailed and the Company may have to consider
additional alternatives, which may include bankruptcy or
liquidation.

As of September 30, 2003, the Company had nominal cash and cash
equivalents, and a working capital deficit of $11.2 million. The
working capital deficit includes the outstanding balance of the
Revolver of $5.4 million and subordinated convertible debt of $7.3
million, which are due January 15, 2004 and February 15, 2004,
respectively. Working capital net of the senior and subordinated
debt balances was approximately $1.6 million as of September 30,
2003. As of December 31, 2002 the Company had cash and cash
equivalents of $0.9 million and working capital of $2.5 million.
In addition, the Company made $0.8 million in principal payments
on the Term Loan for the six months ended June 30, 2003 and
reduced its Revolver balance by $0.3 million for the nine months
ended September 30, 2003.


INTEREP: Confirms New Employees Return to Katz Radio Group
----------------------------------------------------------
Interep announced (OTC Bulletin Board: IREP) that nearly all of
the Katz Radio Group employees who joined Interep on Monday have
returned to KRG.  Their sudden departure Wednesday was prompted by
an apparently untrue announcement by KRG that all major radio
groups currently represented by Christal and Katz Radio had made
the decision to retain representation with those firms.

In subsequent conversations yesterday between Interep and the
heads of several major groups under KRG's representation, each
group head stated that they had not yet made any decision in their
choice of representation firm.

In a prepared statement, Ralph Guild, Chairman and CEO of Interep,
said, "Interep is aware that Katz Radio Group took actions to
interfere with the recent expansion of our staff and leadership
team.  Although Interep strongly questions the legitimacy of
Katz's behavior, we are still gathering the facts. When we have
all the information, we will take any and all necessary, lawful
actions to stop any wrongful interference with our business that
may have occurred."

The three executives who recently left the Katz Radio Group to
start two new independent rep firms at Interep include Steve Shaw,
recently appointed co-COO/co-President of Interep, and senior
executives Tucker Flood and Mark Gray.  All have signed contracts
with Interep which the company intends to enforce.

Interep (OTC Bulletin Board: IREP) is the nation's largest
independent advertising sales and marketing company specializing
in radio, the Internet and complementary media, with offices in 17
cities.  Interep is the parent company of ABC Radio Sales, Cumulus
Radio Sales, D&R Radio, Infinity Radio Sales, McGavren Guild
Radio, D&R/Susquehanna, SBS/Interep, as well as Interep
Interactive, the company's interactive representation and web
publishing division specializing in the sales and marketing of on-
line advertising, including streaming media. Interep Interactive
includes Winstar Interactive, Cybereps and Perfect Circle Media.
In addition, Interep provides a variety of support services,
including: consumer and media research, sales and management
training, promotional programs and unwired radio "networks."
Clients also benefit from Interep's new business development team,
the Interep Marketing Group, as well as Morrison & Abraham,
Interep's sales consulting division focusing on non-traditional
revenue.

Interep National Radio Sales' March 31, 2003 balance sheet shows a
total shareholders' equity deficit of about $10.5 million.


IVACO: Furloughing Staff in Canada as Restructuring Continues
-------------------------------------------------------------
Gordon D. Silverman, President and CEO of Ivaco Inc., announced
staff reductions-mostly in management and supervisory positions-at
plants in Ontario and Quebec.  Ivaco is eliminating 78 positions
this week including 49 at its Marieville, Quebec plants, and 29 at
its L'Orignal, Ontario facility, representing a total reduction of
17% of the staff groups in both locations.  When added to those
recently announced these reductions will bring the total positions
eliminated to slightly over 200 since September 16, 2003.

The Company is currently restructuring for a return to
profitability under the Companies' Creditors Arrangement Act.  
Ivaco filed for protection under the CCAA on September 16, 2003,
citing difficult market conditions for the entire North American
steel industry, which included the high Canadian dollar, U.S.
anti-dumping duty deposits and higher input, energy and
transportation costs.

Ivaco is a Canadian corporation and is a leading North American
producer of steel, fabricated steel products and precision
machined components.  Ivaco's modern steel operations include
Canada's largest rod mill, which has a rated production capacity
of 900,000 tons of wire rods per annum.  In addition, its
fabricated steel products operations have a rated production
capacity in the area of 350,000 tons per annum of wire, wire
products and processed rod, and over 175,000 tons per annum of
fastener products.  Shares of Ivaco are traded on The Toronto
Stock Exchange.


J.A. JONES: Bradley Arant Serves as Bankruptcy Attorneys
--------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina gave its stamp of approval to J.A. Jones, Inc., and its
debtor-affiliates to employ Bradley Arant Rose & White LLP as
their Attorneys.

Bradley Arant has represented the Debtors as construction and
litigation counsel for over 10 years. The engagement afforded
Bradley Arant a knowledge of the Debtors' legal status and affairs
that could not be replicated by other counsel.

Bradley Arant is expected to:

     a. give the Debtors legal advice with respect to their
        duties as debtors-in-possession in the continued
        operation of their business and management of their
        assets;

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

     c. perform any and all legal services on behalf of the
        Debtors arising out of or connected with the bankruptcy
        proceedings;
     
     d. perform other legal services for the Debtors including,
        but not limited to, work arising out of labor, tax,
        environmental, corporate, litigation and other matters
        involving the Debtors;

     e. advise and represent the Debtors with respect to
        construction litigation matters, including the
        preparation of lien documents, issuing discovery
        requests relating to such matters and representing the
        Debtors in negotiations and trials;

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

     g. perform all other legal services required by the Debtors
        in connection with the Debtors' chapter 11 cases.

Patrick Darby reports that his firm will bill the Debtors in its
current hourly rates, which range from:

          partners                $245 to $400 per hour
          associates              $180 to $250per hour
          legal assistants        $115 to $170 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.


JLG INDUSTRIES: Declares Regular Quarterly Cash Dividend
--------------------------------------------------------
The Board of Directors of JLG Industries, Inc. (NYSE:JLG) declared
its regular, quarterly cash dividend of $.005 per common share.
The dividend is payable on January 5, 2004 to shareholders of
record December 15, 2003.

JLG Industries, Inc. (S&P, BB- Corporate Credit Rating) is the
world's leading producer of access equipment and highway-speed
telescopic hydraulic excavators. The Company's diverse product
portfolio encompasses leading brands such as JLG(R) aerial work
platforms; JLG, Sky Trak(R), Lull(R) and Gradall(R) telehandlers;
Gradall excavators; and an array of complementary accessories that
increase the versatility and efficiency of these products for end
users. JLG markets its products and services through a multi-
channel approach that includes a highly trained sales force,
marketing, the Internet, integrated supply programs and a network
of distributors. In addition, JLG offers world-class after-sales
service and support for its customers in the industrial,
commercial, institutional and construction markets. JLG's
manufacturing facilities are located in the United States and
Belgium, with sales and service locations on six continents.

For more information, visit http://www.jlg.com


KMART CORP: Asks Court to Fix Supplemental Claim Bar Dates
----------------------------------------------------------
In 2002, the Kmart Corporation Debtors learned that the names and
addresses of 4,000 personal injury and related litigation
claimants were omitted from their Schedules of Assets and
Liabilities and Statement of Financial Affairs.  Consequently, the
claimants were not sent direct mail notices of the July 31, 2002
deadline for filing proofs of prepetition claims.  The Debtors,
thus, prepared and filed with the Court an amendment to their
Schedules.  At their request, the Court established
January 22, 2003 as supplemental Bar Date for the personal injury
and related litigation claimants.

Despite their efforts, the Debtors recently learned that the  
names and addresses of claimants holding contingent, disputed,  
unliquidated claims were omitted from the Amended Schedules and  
Statements.  As a consequence, these claimants did not receive  
the Original or Supplemental Bar Date Notice.  The claimants  
failed to file proofs of claim.

The Debtors also believe that certain personal injury and related  
litigation claimants may not have receive notice of the effective  
date of their reorganization plan and the June 20, 2003 Bar Date  
for filing administrative expense claims or the August 22, 2003  
supplemental Administrative Bar Date.  In accordance with the  
Plan, the Debtors sent a Notice of the Plan Effective Date to  
150,000 potential claimants.  The Debtors recently learned that  
some of the names and addresses of certain claimants were omitted  
from the service list for the Effective Date Notice.  As a  
result, these claimants were not sent direct notice by mail of  
the Administrative Bar Date and the deadlines for submission of  
cure claims and rejection damage claims.

For these reasons, the Debtors ask the Court to establish:

   (a) February 23, 2004 as the second Supplemental Bar Date for
       personal injury and related litigation claimants to file
       proofs of prepetition claims; and

   (b) March 8, 2004 as the second Supplemental Administrative
       Bar Date for filing administrative expense claims.

The Debtors also ask the Court to set:

   (1) an additional Supplemental Bar Date of 33 days after
       notice of the Additional supplemental Bar Date is mailed
       to the Additional Personal Injury Claimants as the last
       date for the Additional Claimants to file prepetition
       claims; and

   (2) an additional Supplemental Administrative Bar Date of
       48 days after notice of the Supplemental Administrative
       Bar Date is actually mailed to the Additional
       Administrative Expense Claimants as the last date for  
       the Claimants to file postpetition claims.

According to Andrew Goldman, Esq., at Wilmer, Cutler & Pickering,  
in New York, the Second Supplemental Bar Date applies only to all  
persons or entities who are personal injury claimants and who  
hold prepetition claims against the Debtors.  Proofs of claim  
need not be filed by any person or entity:

   (a) who has already filed a proof of claim against the correct
       Debtor;

   (b) who asserts a Claim allowable under Sections 503(b) and  
       507(a) of the Bankruptcy Code as an administrative expense  
       of the Debtors' Chapter 11 cases; and

   (c) whose Claim against a Debtor has previously been allowed  
       by, or paid pursuant to, a Court order.

The Second Supplemental Administrative Bar Date applies only to  
persons or entities who are administrative claimants and who hold  
postpetition claims against the Debtors.

The Debtors will mail the Second Supplemental Bar Date and  
Administrative Bar Date Notices to potential claimants as soon as  
practicable, but not later than January 20, 2004.

The Debtors will retain the right to dispute, or assert offsets  
or defenses against any filed Claim.  Unless the Debtors object  
to any filed Claim by May 7, 2004, the Claim will be deemed  
allowed in the amount requested in accordance with Section 502.  
Pursuant to Rule 3003(c)(2) of the Federal Rules of Bankruptcy  
Procedure, Claimants who failed to timely file their Claim by the  
applicable Bar Date are forever barred from doing so.

Mr. Goldman tells Judge Sonderby that the Second Supplemental  
Administrative Bar Date will afford the Debtors complete and  
accurate information regarding the nature, amount and status of  
all administrative expense claims and contract-related claims  
that will be asserted. (Kmart Bankruptcy News, Issue No. 65;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


KRONOS ADVANCED: Capital Infusion Needed to Continue Operations
---------------------------------------------------------------
Kronos Advanced Technologies, Inc. is a high technology industrial
company focused on developing, marketing and selling products
using the Company's proprietary air movement and purification
technology. Kronos is pursuing commercialization of its patented
technology in a limited number of markets; and if successful
intends to enter additional markets in the future. To date, the
Company's ability to execute its strategy has been restricted by
its limited amount of capital.

Recent Events:  On October 6, 2003, Erik W. Black resigned as a
member of the Board ofDirectors.

On October 31, 2003, the Company entered into a 10-month
consulting agreement with Joshua B. Scheinfeld and Steven G.
Martin, principals of Fusion Capital, for consulting services with
respect to operations, strategy, capital structure and other
matters as specified from time to time. As consideration for their
services, the Company issued 360,000 unregistered shares of its
common stock. In accordance with EITF 96-18, the measurement date
was established as the contract date of October 31, 2003 as the
share grant was non-forfeitable and fully vested on that date. The
stock was valued on that date at $0.22 a share (the closing price
for the Company's common stock on the measurement date). The stock
issuance has been recorded as a prepaid consulting fee and is
being amortized to Professional Fee Expense ratably over the term
of the contract.

On November 7, 2003, the U. S. Army awarded Kronos a Small
Business Innovation Research Phase II contract. The first year of
the contract is worth $369,000 with an Army option on the second
year worth $360,000. The contract is to develop Kronos'
proprietary Electrostatic Dehumidification Technology. The
objective of this Phase II effort is to implement and optimize
dehumidification via Kronos electrostatic field technology. The
objective is to be accomplished by: (1) prototype design and
manufacturing, (2) prototype testing in the laboratory environment
and field demonstration, (3) analytical and numerical modeling of
Kronos' EDT process, and (4) project documentation and reporting
including interim and final reports.

However, the Company's net loss from continuing operations for the
three months ended September 30, 2003 decreased by 7% to $550,000,
compared with a net loss of $591,000 for the corresponding period
of the prior year. The decrease in the net loss was primarily the
result of an increase in gross profit of $31,000 and a decrease in
selling, general and administrative expenses of $145,000, offset
by an increase in interest expense of $135,000.

Revenues are generated through sales of Kronos(TM) devices at
Kronos Air Technologies, Inc. Revenue for the three months ended
September 30, 2003 was $130,000. Revenue of $109,000 was recorded
during the corresponding period of the prior year. These revenues
were primarily from Kronos' HoMedics contract and U. S. Navy SBIR
Phase II contract. Revenues in the corresponding period of the
prior year were primarily from the Company's U. S. Army and U. S.
Navy SBIR Phase I contracts and Alticorp contract.

Cost of sales for the three months ended September 30, 2003 was
$83,000 compared to $92,000 for the corresponding period of the
prior year. Cost of sales in the current year is primarily
development costs associated with Kronos' HoMedics and U. S. Navy
SBIR contracts. Prior year cost of sales related to revenue from
U. S. Army and U. S. Navy SBIR Phase I contracts and Alticorp
contract.

Gross profit for the three months ended September 30, 2003
increased 185% to $47,000 compared to $16,000 for the
corresponding period of the prior year. This increase was
primarily the result of the higher gross margin from Kronos'
HoMedics contract in the current quarter compared with the gross
margin from its Alticor contract in the corresponding period of
the prior year.

Selling, general and administrative expenses for the three months
ended September 30, 2003 decreased 25% to $429,000 compared to
$574,000 for the corresponding period of the prior year. This
decrease is primarily the result of a decrease in professional
services of $240,000, offset by an increase in compensation and
benefits of $68,000. The decrease in professional services was the
result of a reduction in business consulting of $153,000, and
legal and auditing ($87,000) expenses. The reduction in business
consulting included the benefit to the Company from converting its
Chief Operating Officer from a consulting agreement to a full time
employment contract.

Kronos' total assets at September 30, 2003 and June 30, 2003 were
$3.2 million. Total assets at September 30, 2003 were comprised
primarily of $2.5 million of patents/intellectual property and
$0.5 million of cash. Total assets at June 30, 2003 were comprised
primarily of $2.5 million of patents/intellectual property and
$0.6 million of cash. Total current assets at September 30, 2003
and June 30, 2003 were $0.7 million, while total current
liabilities for those same periods were $2.2 million and $1.9
million, respectively, creating a working capital deficit of $1.4
million and $1.2 million at each respective period end. This
working capital deficit is primarily due to accrued expenses for
compensation, management consulting and other professional
services and the current portion of notes payable. Shareholders'
deficit as of September 30, 2003 and June 30, 2003 were $0.5
million and $1.2 million, respectively, representing a decrease of
$0.7 million. The decrease in shareholders' deficit is primarily
the result of a reclassification of $0.8 million in redeemable
warrants to equity based on FAS 150 and the sale and issuance of
$0.5 million of common stock, partially offset through incurring a
$0.6 million loss from continuing operations for the three months
ended September 30, 2003.

Net cash flow used on operating activities was $521,000 for the
current three month period. The Company was able to satisfy its
cash requirements for this period through funding under the terms
of its secured financing from HoMedics and from revenue on its
HoMedics and U. S. Navy contracts.

On May 9, 2003, Kronos closed on a $3.5 million secured financing
from a strategic customer, HoMedics, Inc. $2.5 million was
advanced to Kronos upon execution of the agreement and $1.0
million will be advanced upon the start of production for the
Kronos-based air purification product line to be marketed and
distributed by HoMedics.

Kronos SBIR contracts with the U. S. Military, including the U. S.
Army Phase I Option and Phase II and the U. S. Navy Phase II
contracts, are potentially worth, if all options are exercised, up
to $1.5 million in product development and testing support for
Kronos Air Technologies. In November 2002, Kronos Air Technologies
was awarded by the U. S. Navy for a Small Business Innovation
Research Phase II contract worth $580,000, plus an option of
$150,000. As of September 30, 2003, Kronos has received $150,000
in funding under the U. S. Navy SBIR Phase II contract. As stated
above, on November 7, 2003, the U. S. Army awarded Kronos a Small
Business Innovation Research Phase II contract. The first year of
the contract is worth $369,000 with an Army option on the second
year worth $360,000. In August 2003, Kronos Air Technologies
obtained notice from the U. S. Army for the option of the SBIR
Phase I contract worth $50,000. To earn these future amounts,
Kronos will have to complete the required work.

On June 19, 2001, Kronos entered into a common stock purchase
agreement with Fusion Capital. Pursuant to this agreement, the
Company has sold approximately 6 million shares of its common
stock and has received $1.3 million.

On August 12, 2002, Kronos terminated its common stock purchase
agreement dated June 19, 2001 and entered into a new common stock
purchase agreement with Fusion Capital. Pursuant to the 2002
common stock purchase agreement, Fusion Capital has agreed to
purchase on each trading day during the term of the agreement,
$10,000 of Kronos common stock or an aggregate of $6.0 million.
The $6.0 million in common stock can be purchased over a 30-month
period, subject to a six-month extension or earlier termination at
Kronos' sole discretion and subject to certain events. The
purchase price of the shares of common stock will be equal to a
price based upon the future market price of the Company's common
stock without any fixed discount to the then-current market price.
Fusion Capital is obligated to purchase shares under the agreement
as long as the share price exceeds a floor of $0.10. However,
there can be no assurance of how much cash will be received, if
any, under the common stock purchase agreement with Fusion
Capital. Pursuant to this agreement, Kronos has sold approximately
8 million shares of its common stock and has received $1.1
million.

Kronos' management estimates that achievement of the Company's
business plan will require substantial additional funding. It is
anticipated that the source of funding will be obtained pursuant
to the senior debt funding from HoMedics, Fusion Capital
transaction and/or the sale of additional equity in the Company,
cash flow generated from government grants and contracts, which
includes funding from the Small Business Innovation Research
contracts sponsored by the U. S. Navy and Army awarded to Kronos
Air Technologies, and cash flow generated from customer revenue.
Pursuant to discussions with the companies that Kronos will be
licensing its technology, Kronos anticipates generating cash flow
in its 2004 fiscal year from advance funding from these companies
for production development work. There are no assurances that
these sources of funding will be adequate to meet Company cash
flow needs.

Kronos' independent auditors have included an explanatory
paragraph to their audit opinions issued in connection with the
Company's 2003 and 2002 financial statements which states that
Kronos does not have significant cash or other material assets to
cover its operating costs. The ability to obtain additional
funding will largely determine Kronos' ability to continue in
business. Accordingly, there is substantial doubt about the
Company's ability to continue as a going concern.

The Company makes no assurance that it will be able to
successfully develop, manufacturer and sell commercial products on
a broad basis. While attempting to make this transition, Kronos
will be subject to all the risks inherent in a growing venture,
including, but not limited to, the need to develop and manufacture
reliable and effective products, develop marketing expertise and
expand its sales force.


LATTICE SEMICON.: S&P Assigns B/CCC+ Credit & Sub Notes Ratings
---------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Lattice Semiconductor Corp. At the same time,
Standard & Poor's assigned a 'CCC+' rating to the Hillsboro,
Oregon-based company's $184 million zero-coupon convertible
subordinated note issue. The outlook is stable.

Lattice, which designs, develops and markets programmable logic
devices, had approximately $218 million of operating lease-
adjusted debt as of September 2003.

"Rating upside is limited by the company's high debt leverage,
likely breakeven free operating cash flow, and second-tier
position in the programmable logic market," said Standard & Poor's
credit analyst Ben Bubeck. "An adequate cash balance and the lack
of any debt maturities until mid-2008 limit rating downside and
provide resources to invest in growing its FPGA product position."

Lattice faces constant pressure to develop new products and
continually improve manufacturing processes to maintain and expand
its business.

The programmable logic device industry consists of two primary
segments--complex programmable logic devices and field
programmable gate array. Electronics manufacturers purchase these
semiconductor components in a "blank" state and configure them as
specific logic circuits, which enables shorter design cycles and
reduced development costs compared to application-specific
integrated circuits.

Lattice has historically captured market share and entered new
segments largely through acquisition. It has focused new product
development on FPGA-based technology to gain market share in this
segment. Its main competitors, however, have a strong hold in this
segment, covering the full spectrum of performance capabilities,
which could impede Lattice' ability to capture market share.


LEXAM EXPLORATIONS: Liquidity Issues Raise Going Concern Doubt
--------------------------------------------------------------
Lexam Explorations Inc. recorded a loss of $24,867 during the
three months ended September 30, 2003, compared to a loss of
$21,317 during the corresponding period in 2002. (All amounts in
this news release are expressed in Canadian dollars.)

During the nine months ended September 30, 2003, Lexam recorded
earnings of $200,870 compared to a loss of $94,093 during 2002.
Earnings during 2003 are largely the result of a gain on the sale
of marketable securities of $219,718. During the second quarter a
decrease in the provision for exploration and development
commitments was recorded, and resulted in a gain of $66,804.
During the first nine months of 2002, the Company realized a gain
on the sale of marketable securities of $11,427, partially
offsetting the loss for that period. At September 30, 2003, the
Company had cash of $154,534, compared with $30,180 at
September 30, 2002.

             Greenland Outstanding Work Commitments

In 2000, Lexam recorded a charge of $750,000 related to
unfulfilled work commitments in Greenland. Between 1996 and 1999,
the Company held exploration licences in Greenland. The
exploration licences required certain expenditures, which Lexam
was unable to meet. As a result, pursuant to the laws governing
mineral exploration in Greenland, the Company forfeited the
licences and was required to pay 50% of the unfulfilled work
commitments, which was estimated to be approximately $750,000.
Discussions were held between the Company and the government in an
attempt to extend the term of, or reach a settlement with respect
to, the unfulfilled work commitment. An agreement was reached
between the parties whereby, in exchange for $75,000, Lexam would
be given a full and final release from the outstanding work
commitments. The payment to the government of Greenland was made
in April 2003.

                      Financial Condition

Lexam is currently not able to continue its exploration efforts
and discharge its liabilities in the normal course of business,
and may not be able to ultimately realize the carrying value of
its assets, subject to, among other things, being able to raise
sufficient additional financing to fund its exploration programs.
The Company is pursuing several alternatives to address these
issues, including joint venturing certain properties, seeking
additional sources of debt or equity financing and investigating
possible reorganization alternatives.

At September 30, 2003, Lexam's balance sheet shows that its total
current liabilities exceeded its total current assets by about
$310,000.

                     Going Concern Uncertainty

The consolidated financial statements are prepared in accordance
with generally accepted accounting principles and on the
assumption that Lexam Explorations Inc., will be able to realize
the carrying value of its assets and discharge its liabilities in
the normal course of business.

The Company has a significant working capital deficiency and is
not currently able to continue its exploration programs and
discharge its liabilities in the normal course of business, and
may not be able to ultimately realize the carrying value of its
assets, subject to, among other things, being able to raise
sufficient additional financing to fund its exploration programs.
There can be no assurance that the Company will be able to raise
sufficient additional financing to fulfill its expenditure
commitments or complete its exploration programs.

During 2001, subsequent to receiving shareholder and regulatory
approval, the Company issued 16,164,970 shares at $0.10 per share
as part of a plan to settle outstanding payables and other
liabilities. Various creditors accepted a total of 12,450,911
shares, reducing the Company's liabilities by $1,245,090, with a
corresponding increase in share capital of the same amount.
Goldcorp Inc., received 11,734,264 shares of Lexam in exchange for
settlement of $1,173,426 in payables, which included an
outstanding demand loan due to Goldcorp, along with accrued
interest, totalling $1,070,337. Goldcorp's equity interest in
Lexam, upon receiving shares for debt, increased from 30.8% to
47.0%. At September 30, 2003, Goldcorp had a 49.8% equity interest
in the Company.

Of the 16,164,970 shares issued, 3,782,678 were issued to Lexam as
custodian for further distribution to additional creditors that
had not yet accepted shares in exchange for payables. In 2002, the
remaining undistributed shares that were being held by Lexam as
custodian, totalling 3,714,059 shares, were cancelled.

The Company is pursuing several alternatives to improve its
financial position, including joint venturing certain properties,
seeking additional sources of debt or equity financing and
investigating possible reorganization alternatives.

                           General

The unaudited interim period consolidated financial statements
have been prepared by the Company in accordance with Canadian
generally accepted accounting principles. The preparation of
financial data is based on accounting policies and practices
consistent with those used in the preparation of the audited
annual consolidated financial statements. The accompanying
unaudited consolidated financial statements should be read in
conjunction with the notes to the Company's audited consolidated
financial statements for the year ended December 31, 2002.

These unaudited interim consolidated financial statements reflect
all normal and recurring adjustments, which are, in the opinion of
management, necessary for a fair presentation of the respective
interim periods presented.

                         Capital Stock

At September 30, 2003, the Company had 38,107,436 common shares
outstanding. A total of 40,957,436 shares would have been
outstanding had all options been exercised.

The Company accounts for all stock-based payments to non-employees
granted on or after January 1, 2002, using the fair value based
method. Stock options granted to employees are accounted for as
capital transactions. The Company is also required to disclose the
pro forma effect of accounting for stock option awards granted to
employees subsequent to January 1, 2002, under the fair value
based method. Lexam has not awarded any stock options subsequent
to January 1, 2002.


LIBERTY MEDIA: Initiates $4.5-Billion Debt Reduction Program
------------------------------------------------------------
Liberty Media Corporation (NYSE: L, LMC.B) will implement a
significant debt reduction program.  

The plan calls for a reduction of $2.5 billion of consolidated
debt before year-end, and another $2.0 billion over the next two
years.

Robert Bennett, Liberty Media President and CEO, stated, "Liberty
Media has made significant progress this year in our efforts to
acquire operating control of more of our affiliated companies.  We
are now addressing the short-term distortion of our balance sheet
that resulted from these acquisitions. This initiative, by
reducing our aggregate debt level and substantially eliminating
debt maturities for the remainder of the decade, will give us the
flexibility to continue to invest in growth businesses and in our
own equity.  We are pleased the credit rating agencies have
endorsed this balanced strategy by affirming our investment grade
rating."

To effect the reduction planned for 2003, Liberty Media will (i)
redeem the remaining $1.0 billion of three year floating rate
notes issued to Comcast Corporation in connection with the QVC
acquisition, (ii) repay over $900 million of outstanding bank debt
of wholly-owned subsidiaries and (iii) retire approximately $600
million of other outstanding corporate indebtedness.  The funds
for the debt repayments will come primarily out of cash on hand.  
The $2.0 billion reduction planned for the next two years will be
funded with a combination of free cash flow from existing
businesses, cash on hand, proceeds from equity collar expirations,
and other non-strategic asset dispositions.  Liberty Media also
plans to refinance $1.2 billion of approximately $1.9 billion of
debt maturing in 2006 with longer term, asset backed financing.

Upon completion of the reduction scheduled to occur by the end of
2003, the face amount of Liberty Media's consolidated debt
(excluding debt of UnitedGlobalCom, Inc., which is expected to
become a consolidated subsidiary in 2004) will stand at
approximately $11.9 billion.  The debt reduction plan calls for
that amount to be reduced to $9.9 billion by the end of 2005.  At
that date, Liberty Media expects that the face amount of its
publicly held debt, excluding its exchangeable debentures, will be
approximately $3.3 billion.  That debt will have a weighted
average maturity of 13 years and will bear interest at a pre-tax
weighted average interest rate of approximately 7.4%.  At the same
date, the face amount of Liberty Media's public exchangeable debt
is expected to be approximately $4.6 billion.  That debt will have
a weighted average maturity of 16 years and a pre-tax weighted
average interest rate of approximately 2.6%.

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

Liberty Media's 4.000% bonds due 2029 are currently trading at
about 67 cents-on-the-dollar.


MARSH SUPERMARKETS: Will Hold 2nd Quarter Conference Call Today
---------------------------------------------------------------
Marsh Supermarkets, Inc. (Nasdaq:MARSA) (Nasdaq:MARSB) will
release second quarter fiscal 2004 earnings today.

Marsh's management will discuss the quarter results today at 3:00
p.m. eastern time in a conference call. The conference call will
be simulcast on the internet and will be available for replay on
the Marsh Web site at http://www.marsh.net or at  
http://www.irconnect.com/marsa  

Marsh is a leading regional chain, operating 66 Marsh(r)
supermarkets, 36 LoBill Foods(r) stores, 1 Savin*$(r), 9 O'Malia
Food Markets, and 167 Village Pantry(r) convenience stores in
central Indiana and western Ohio. The Company also operates
Crystal Food Services(tm), which provides upscale catering,
cafeteria management, office coffee, vending and concessions;
Primo Banquet Catering and Conference Centers; McNamara Florist
and Enflora -- Flowers for Business(r).

Marsh is a publicly held company whose stock is traded on the
Nasdaq National Market System (MARSA and MARSB).

                        *   *   *

As previously reported, Standard & Poor's Ratings Services
lowered its corporate credit rating on Indianapolis, Ind.-based
Marsh Supermarkets Inc. to 'BB-' from 'BB' based on weak sales
trends and declining EBITDA in recent quarters.

The outlook is negative. Approximately $206 million of debt is
affected by this action.


MDC CORP: Offering 3.4M Adjustable Rate Exchangeable Securities
---------------------------------------------------------------
MDC Corporation Inc. (TSX: MDZ.A; NASDAQ: MDCA) --
http://www.mdccorp.com-- operating as MDC Partners of Toronto,  
entered into an underwriting agreement with a syndicate of
underwriters in connection with its offering of 3,400,000
Adjustable Rate Exchangeable Securities due December 31, 2028 at
an offering price of C$8.75. MDC has also granted the underwriters
an over-allotment option to purchase up to an additional 503,451
Exchangeable Securities at the same price, exercisable at any time
until 30 days following closing.

Net proceeds are expected to be C$27.5 million, or C$31.7 million
if the over-allotment option is exercised in full, and will be
used for general corporate purposes. The securities will pay
interest monthly at a rate equal to the actual distribution by
Custom Direct Income Fund in that month. Closing is expected to
occur on or about December 8, 2003.

A holder of an Exchangeable Security will have the right to
exchange the security for a unit of the Fund once MDC is entitled
to effectively exchange its 20% ownership of Custom Direct, Inc.
into units of the Fund. MDC's shares of Custom Direct, Inc. are
effectively exchangeable into units of the Fund once (a) the Fund
has earned audited EBITDA of approximately US$22.2 million for the
year ending December 31, 2003 or for any fiscal year subsequent to
2003, and (b) the Fund has made average monthly per unit cash
distributions of at least C$0.1125 for the period from May 29,
2003 to December 31, 2003 or for any fiscal year subsequent to
2003. For purposes of determining whether the EBITDA target has
been met, the audited financial statements for the year ending
December 31, 2003 are anticipated to be prepared by March 2004.

The Exchangeable Securities and units of the Fund have not been
registered under the U.S. Securities Act of 1933, as amended, and
may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements.

MDC Partners is one of the world's leading marketing
communications firms. Through its partnership of entrepreneurial
firms, MDC provides creative, integrated and specialized
communication services to leading brands throughout the United
States, Canada and the United Kingdom. MDC Class A shares are
publicly traded on the Toronto Stock Exchange under the symbol
MDZ.A and on the NASDAQ under the symbol MDCA.

MDC Corporation Inc. (S&P, BB- Long-Term Corporate Credit Rating)
is the 17th largest marketing communications firm in the world,
providing services in Canada, the United States, and the United
Kingdom. Through its network of entrepreneurial firms, MDC
services include advertising and media, customer relationship
management, and marketing services. MDC also offers security-
sensitive transaction products and services through its Secure
Transactions Division. MDC Class A shares are publicly traded on
the Toronto Stock Exchange under the symbol MDZ.A and on the
NASDAQ under the symbol MDCA.


MEDIAWORX INC: Needs Additional Capital to Continue Operations
--------------------------------------------------------------
MediaWorx, Inc., is a media production and management business.
The services that the Company  provides include print,
audio/video, digital asset management, graphic design, production  
and fulfillment for traditional and web-based marketing and
communications products and  services.  MediaWorx provides the
Company's sales representatives with the support and  leverage of
a strong customer service culture, in-house pre-press
capabilities, e-business solutions, and a base of production
partners that can fulfill the complexity of any Customer order.
The Company is a virtual printing company - it neither owns nor
has its capital tied up in printing equipment or facilities but
has access to an established network of the most capable,
technologically advanced printers and production houses.

The Company's financial statements have been prepared in
conformity with accounting principles generally accepted in the
United States, which contemplates the Company as a going concern.  
However, the Company has sustained substantial operating losses in
recent years and has used substantial amounts of working capital
in its operations.  Realization of a major portion of the assets
reflected on its balance sheet is dependent upon continued
operations  of the Company, which, in turn, is dependent upon the
Company's ability to meet its financing requirements and succeed
in its future operations.  Management believes that actions  
presently being taken to revise the Company's operating and
financial requirements provide them with the opportunity for the
Company to continue as a going concern.

            NINE MONTHS ENDED SEPTEMBER 30, 2003
      COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2002

Year-to-date sales and gross profits were $69,415 and $17,139,
respectively, the same as its quarterly results, as this was the
Company's first quarter.

Operating expenses for the nine months ending September 30, 2003,
were $270,797, compared to $181,097 for the nine months ending
September 30, 2002. Approximately $45,000 of the 2003 expenses
were associated with a Merger transaction.

Year-to-date other expenses were $294,056 compared to income of
$438,906 for the same period in 2002.  2002 other income was
primarily due to a gain on the forgiveness of debt and a gain on
the settlement of a lawsuit.  In 2003, the Company had a $947,637
gain on the forgiveness of debt and miscellaneous income of
$8,745.  However, this was more than offset by costs of  the
Merger ($1,190,583), a loss on marketable securities ($14,331),
and interest expense ($45,524).

                        LIQUIDITY

The Company has a cash balance of $167,638.  The Company will
require additional capital to continue operations.  There is no
assurance that capital will be available.

The Company engaged an offshore licensed brokerage firm to raise
on a best efforts basis from $1.5 million to $3.0 million,
depending on market price, for 11,000,000 of the Company's common
stock. During the third quarter, the Company completed a placement
of 1,110,304 shares of common stock with investors located outside
of the United States in exchange for $403,011.  The shares were
offered pursuant to an exemption from registration afforded by
Regulation S to the Securities Act of 1933.  Shares sold pursuant
to Regulation S are deemed restricted and may not be sold to any
U.S. Person (as that term is defined in the Regulation) for a
period of one (1) year from date of sale. Thereafter, the shares
will be subject to the restrictions of Rule 144.


MEDISOLUTION LTD: Sept. 30 Net Capital Deficit Widens $8 Million
----------------------------------------------------------------
MediSolution Ltd. (TSX: MSH), a leading Canadian healthcare
information technology company, announced its second quarter
results for the three-month period ended September 30, 2003.

Revenue for the quarter ended September 30, 2003 totalled $10.1
million, an increase of $0.2 million or 2%, from the same period
in 2002. On a comparable basis, excluding the decrease in revenue
from businesses divested in 2002 of $0.3 million, revenue
increased 6% over the prior year. This represents the fifth
consecutive improvement in quarterly results year over year.

On a segmented basis, Healthcare Resource Management revenue
increased 8% to $5.6 million from $5.2 million on the strength of
increased professional services on implementation of existing
contracts. In the Healthcare Information Systems segment, revenues
increased by 1% to $4.4 million compared to the prior year.

"The second quarter is traditionally the weakest revenue producing
quarter for MediSolution as Healthcare organizations typically
defer all new software implementations during the summer holiday
period. Our improved performance year over year confirms that our
efforts to streamline our operations and improve our business
processes are paying off", commented Allan D. Lin, President and
Chief Executive Officer, MediSolution.

The Company achieved EBITDA of $0.1 million during the quarter
compared to negative EBITDA of $0.2 million reported in the prior
year. This improvement is due to the increase in revenue and
improvement in margins on operations. Gross margins increased to
37% in the current quarter compared to 33% last year, as the
company operates with a leaner operations team with lower direct
labor costs. The improved margins were somewhat offset by
increased selling and marketing expenses incurred to achieve the
Company's strategic objective to further penetrate the U.S.
market. In particular, the expenses reflect an expanded US sales
team and marketing resources required to enhance the Company's
product strategies and develop new markets.

Through revenue improvements and cost reductions, MediSolution
incurred a reduced loss in the second quarter ended September 30,
2003 of $1.5 million, or $0.01 per share, which represents a
reduction of 40% from $2.5 million, or $0.03 per share, reported
in the prior year. The loss in the prior year included a $0.6
million restructuring charge comprised of $0.1 million related to
the closure of the networking business and a write-down of $0.5
million in the carrying value of technology assets for the
Practice Management business, which the Company divested in
February 2003.

MediSolution Ltd.'s September 30, 2003 balance sheet shows a
working capital deficit of about $13 million, and a total
shareholders' equity deficit of about $8 million.

                       Second Quarter Highlights

During the quarter, MediSolution undertook a number of initiatives
to create value for shareholders, strengthen its balance sheet and
position the Company for further growth.

MediSolution signed a total of $2.5 million in new business,
including contracts with the following customers - the revenue on
these contracts is expected to be recognized over the next twelve
to eighteen months:

- Centre hospitalier Pierre-Le Gardeur, Repentigny (Quebec), for
  MediFinance(R), a financial and materials management information
  system and MediPatient+(R), a patient scheduling system;

- Regie regionale de l'Abitibi-Temiscamingue (Quebec) for
  MediVisit(R), a regional master patient scheduling information
  management system and MediResult(R), an order entry and results
  information system;

- Centre hospitalier regional de Rimouski (Quebec) for computer
  equipment;

- Cornwall General Hospital, Cornwall (Ontario), for
  MediPharm+(R); a pharmacy management system.

MediSolution also launched MPlex Solutions(R), a new division of
the Company to market payroll and human resource solutions in
select non-health markets such as government, municipalities and
transportation. Building on the MediSolution expertise in this
product category in the healthcare industry, MPlex Solutions will
focus on employee scheduling, recruitment, training, benefits
management and payroll solutions for complex environments with
similar characteristics.

MediSolution achieved a stronger balance sheet and financial
position following the exercise by Brascan Financial Corporation
of its right to convert outstanding long term debt of $14.5
million into equity. Consequently, the early conversion, including
interest, resulted in the issuance of a total of 54,309,344 common
shares of MediSolution, increasing the permanent equity base of
the Company. The transaction was completed on October 10, 2003 and
will be reflected in the financial statements for the quarter
ended December 31, 2003. MediSolution has an aggregate of
155,732,066 common shares issued and outstanding following this
transaction, of which 61% is owned by Brascan.

MediSolution has two operating segments. The Healthcare Resource
Management segment is comprised of administrative solutions such
as human resource, staff scheduling, payroll processing and
financial software. The Healthcare Information Systems segment is
comprised of clinical solutions such as patient tracking,
electronic patient health records, radiology, pharmacy and
laboratory software for hospitals.

Founded in 1974, MediSolution is a leading healthcare information
technology company, providing software, solutions and services to
healthcare customers across North America. More than 500
hospitals, home care facilities and other healthcare providers
rely on MediSolution's systems to maximize their operational
efficiencies, lower their costs, and improve the delivery of
healthcare services. MediSolution is publicly traded (TSX: MSH),
and has a staff of approximately 350 who operate from the
Company's Montreal, Quebec headquarters and offices throughout
Canada and the United States. For more information, visit
http://www.medisolution.com  


MERRILL LYNCH: Fitch Takes Rating Actions on 2003-KEY1 Notes
------------------------------------------------------------
Merrill Lynch Mortgage Trust 2003-KEY1, commercial mortgage pass-
through certificates are rated by Fitch Ratings as follows:

        -- $35,000,000 Class A-1, 'AAA';
        -- $75,000,000 Class A-2, 'AAA';
        -- $130,000,000 Class A-3, 'AAA';
        -- $482,875,000 Class A-4, 'AAA';
        -- $179,617,000 Class A-1A, 'AAA';
        -- $34,305,000 Class B, 'AA';
        -- $15,834,000 Class C, 'AA-';
        -- $25,069,000 Class D, 'A';
        -- $10,555,000 Class E, 'A-';
        -- $1,055,546,925 Class XC,'AAA';
        -- $1,026,249,000 Class XP,'AAA';
        -- $11,875,000 Class F, 'BBB+';
        -- $7,917,000 Class G, 'BBB';
        -- $10,555,000 Class H, 'BBB-';
        -- $5,278,000 Class J, 'BB+';
        -- $5,278,000 Class K, 'BB';
        -- $3,958,000 Class L, 'BB-';
        -- $6,597,000 Class M, 'B+';
        -- $2,639,000 Class N, 'B';
        -- $1,320,000 Class P, 'B-'.

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, and P 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 79 fixed rate loans having
an aggregate principal balance of approximately $1,055,546,925 as
of the cutoff date.


METATEC INT'L: Selling Assets to MTI Acquisition for $10 Million
----------------------------------------------------------------
On October 17, 2003, Metatec, Inc., filed a voluntary petition for
reorganization under Chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the Southern
District of Ohio in Columbus, Ohio, Case No. 03-65902. The Company
reported the Bankruptcy Case in a Current Report on Form 8-K (Item
3) filed with the Securities and Exchange Commission on
October 20, 2003. During the pendency of the Bankruptcy Case, the
Company will continue to operate its business and manage its
properties as a debtor-in-possession under the jurisdiction of the
Bankruptcy Court and in accordance with the applicable provisions
of the Bankruptcy Code.

In connection with filing the Chapter 11 petition, the Company
filed motions with the Bankruptcy Court seeking orders for the
approval of (1) the Company receiving post-petition financing of
up to $5.0 million from MTI Acquisition Corp., (2) bidding
procedures with respect to the sale of the Company's assets, and
(3) the Company proceeding with the sale of its assets to MTI in
accordance with the terms of an asset purchase agreement between
the Company and MTI. MTI is a wholly owned subsidiary of ComVest
Investment Partners II LLC, and an affiliate of Commonwealth
Associates Group Holdings LLC. ComVest II is the Company's largest
secured creditor.

The MTI Bid provides that MTI would purchase substantially all of
the assets of the Company for a purchase price of $10.0 million,
consisting of a $9.0 million credit to ComVest II's secured-party
creditor bankruptcy claim (subject to adjustment based on letter
of credit obligations) and a $1.0 million cash payment to the
bankruptcy estate, plus the assumption of certain indebtedness and
executory contracts. If MTI is the successful bidder, it has
agreed to assume the Company's obligations to repay the post-
petition financing. The MTI Bid is subject to higher and better
offers.

On November 13, 2003, the Bankruptcy Court entered an Order which,
among other things, (1) authorized the Company to proceed with a
sale of its assets, (2) established bidding procedures to be
employed in connection with the Sale, including the approval of a
break-up fee and expense reimbursement to MTI, (3) approved form
and notice of the Sale, and (4) set dates for a sale hearing and
deadlines for the filing of all objections to the Sale and all
objections to the assumption by the Company and assignment to the
successful bidder of executory contracts and unexpired leases,
including any objections to cure payments proposed to be paid in
connection therewith. The Bankruptcy Court has also approved the
post-petition financing to the Company described above.

The Company is soliciting higher and better offers to the MTI Bid
for the purchase of its assets. As further set forth in the Order,
in order to be considered a "qualified offer," an offer must
comply with the Bidding Procedures and be received on or before
5:00 p.m. (EST) on December 15, 2003. If a qualified offer is
timely received, an auction will be conducted at the offices of
the Company's attorneys beginning at 10:00 a.m. (EST) on
December 17, 2003. A hearing to approve the purchase agreement of
the successful bidder is scheduled to be held before the
Bankruptcy Court on December 18, 2003, at 10:00 a.m. (EST).

After the assets of the Company have been sold to the successful
bidder, the Company will use the sale proceeds, together with any
other (if any) remaining assets, to pay administrative costs, and
any remaining proceeds would be distributed to creditors in
accordance with the applicable provisions of the Bankruptcy Code.
At this time, based upon the purchase price the MTI Bid, the
Company does not believe that it will have any cash or other
assets remaining to distribute to its shareholders after making
payments to its creditors. Therefore, as previously disclosed in
its filings with the Securities and Exchange Commission, the
Company does not anticipated that its shareholders will realize
any cash or other value for their common shares of the Company.

Consequently, given the current conditions and circumstances, the
Company believes that its financial statements on Form 10-Q cannot
be prepared without unreasonable effort or expense, and the
Company does not intend to file periodic reports until
circumstances change such that periodic reports could be prepared
and filed without unreasonable effort and expense. The Company
does intend to continue to disclose other material information
through filings on Current Reports on Form 8-K.

The Company's management has not made a determination as to
whether or not any of the Company's assets have been impaired as a
result of the Bankruptcy Case, described above. However, given the
amount of the purchase price of the MTI Bid in relation to book
value of the Company's assets, it is likely that the Company's
assets would be impaired as a result of the Bankruptcy Case and
that the Company would be required to recognize a writedown of
assets under United States generally accepted accounting
principles.


MILLENNIUM CHEMS: Caps Price on $125MM of New Senior Debentures
---------------------------------------------------------------
Millennium Chemicals (NYSE:MCH) priced its offering of $125
million principal amount of 4% convertible senior debentures due
2023, plus up to an additional $25 million of debentures that may
be issued at the option of the initial purchasers. The debentures
will pay interest semi-annually. Holders may convert their
debentures into shares of Millennium common stock at a conversion
price of $13.63 per share, equivalent to a conversion rate of
73.3568 shares per $1,000 principal amount of debentures, subject
to adjustment. The conversion privilege may be exercised during
any fiscal quarter if the closing price of the common stock on a
specified number of days in the prior quarter is greater than
$17.04 per share, which is 125% of the conversion price, or under
certain other limited circumstances. The debentures will rank
equal in right of payment with all of Millennium's existing and
future senior unsecured indebtedness and will be effectively
subordinated to all existing and future liabilities of
Millennium's subsidiaries other than Millennium America Inc.,
which is guaranteeing payments on the debentures.

Millennium intends to use proceeds of the offering to repay the
remaining balance of its term loan facility and to reduce
borrowings under its revolving credit facility.

The debentures are redeemable at Millennium's option beginning
November 15, 2010 at a redemption price equal to 100% of the
principal amount plus accrued interest, if any. Holders of the
debentures will have the right to require Millennium to repurchase
all or some of their debentures at a purchase price equal to 100%
of the principal amount of the debentures, plus accrued and unpaid
interest on November 15, 2010, November 15, 2013 and November 15,
2018. Millennium may choose to pay the purchase price in cash or
shares of Millennium common stock or any combination of cash and
Millennium common stock. Holders of the debentures will also have
the right to require Millennium to repurchase all or some of their
debentures for cash, upon the occurrence of certain events
constituting a fundamental change.

The debentures and the shares of common stock issuable upon
conversion of the debentures have not been registered under the
Securities Act of 1933 or any state securities laws and may not be
offered or sold absent registration under, or an applicable
exemption from, the registration requirements of the Securities
Act of 1933 and applicable state securities laws. Any offers of
the debentures will be made exclusively by means of a private
offering memorandum.

Millennium has obtained an amendment to its Credit Agreement to
revise certain financial covenants, among other things. Upon the
application of proceeds of the debentures, as described above, and
certain other conditions, the amendment to the revolving credit
facility will be effective. Millennium expects that the above
requirements will be met, and that the amendment will become
effective, on November 25, 2003.


MIRANT: Seeks Prelim. & Permanent Injunctive Relief Against FERC
----------------------------------------------------------------
The Mirant Corp. Debtors seek a preliminary and permanent
injunction from the U.S. Bankruptcy Court for the Northern
District of Texas against the Federal Energy Regulatory Commission
to restrain FERC from:

    (a) initiating or continuing, or encouraging any person or
        entity to initiate or continue, any proceedings seeking
        to require the Debtors to continue to perform any
        executory contract of the Debtors in a manner that would
        interfere with this Court's exclusive jurisdiction to
        hear and determine any motion pursuant to Section 365 of
        the Bankruptcy Code; and

    (b) seeking any manner of specific performance of any
        agreement.

One or more of the Debtors is party to hundreds of executory
contracts for:

    (a) the purchase or sale of electric energy, capacity, or
        ancillary service at wholesale interstate commerce,

    (b) the transmission of electric energy in interstate
        commerce, and

    (c) the transportation or storage of natural gas in
        interstate commerce

Robin Phelan, Esq., at Haynes and Boone LLP, in Dallas, Texas,
relates that the Wholesale Contracts are, under certain
circumstances, subject to the jurisdiction of FERC under the FPA.
In the aggregate, the Wholesale Contracts currently cost
the Debtors a net present value of at least $50,000,000 in excess
of market prices.

The Debtors have sought to reject an executory contract with
Perryville Energy Partners, LLC to which the Debtors project,
using current market conditions, could cost the estates over
$100,000,000.  Mr. Phelan notes that this contract is subject to
FERC's jurisdiction.

Upon information and belief, FERC adopted a policy whereby it may
seek to require any counterparty to a contract subject to its
jurisdiction to perform under the contract absent a showing that
a material breach of that contract is in the "public interest."
Upon further information and belief, FERC adopted a further
policy whereby it may seek to enforce the policy against a
counterparty in Chapter 11 proceedings, notwithstanding any
relief afforded to the counterparty by a Bankruptcy Court under
Section 365.

In this very case, Mr. Phelan points out that FERC resisted any
arrangement, which would allow this Court to protect the Debtors'
rights under Section 365, to seek authorization for an efficient
breach of any contract over which FERC claims to have
jurisdiction.  Rather, FERC's view is that, when called upon to
do so, the Debtors must satisfy FERC that the "public interest"
standard is met before they may be relieved of any performance
obligation under a particular contract.

Mr. Phelan contends that if FERC carry through with its stated
policies and views, this Court may be deprived of its
jurisdiction to permit the Debtors to reject executory contracts
utilizing a "burdensome to the estate" standard.  In addition,
the Debtors will lose fundamental rights under the Bankruptcy
Code and each of the Debtors' general unsecured creditors will be
harmed by the elevation of claims of one particular class of
prepetition contracting parties to administrative expense
priority without an opportunity for notice and hearing.  This
violates multiple provisions of the Bankruptcy Code.

Mr. Phelan tells the Court that FERC will suffer no cognizable
harm if the injunctive relief is granted. "The relief will
simultaneously preserve both FERC's ability to issue emergency
orders to safeguard the public health and safety as well as this
Court's exclusive jurisdiction to hear and determine core
bankruptcy matters," Mr. Phelan explains. (Mirant Bankruptcy News,
Issue No. 12; Bankruptcy Creditors' Service, Inc., 215/945-7000)


MITEC: Second Quarter Results Conference Call Set for Dec. 4
------------------------------------------------------------
    OPEN TO:   Analysts, investors and all interested parties

    DATE:      Thursday, December 4, 2003

    TIME:      10:00 AM Eastern Time

    CALL:      514-807-8791 (FOR ALL MONTREAL AND OVERSEAS
               PARTICIPANTS) 1-800-814-4859 (FOR ALL OTHER NORTH
               AMERICAN CALLERS)

    THE PRESS RELEASE WILL BE PUBLISHED, THE SAME DAY BEFORE THE
    CONFERENCE CALL, THROUGH CNW.

Please dial in 15 minutes before the conference call begins.

If you are unable to call in at this time, you may access a tape
recording of the meeting by calling 1-877-289-8525 and entering
the passcode 21027143(pound key) on your phone. This tape
recording will be available on Thursday, December 4 as of 12:00 PM
until 11:59 PM on Thursday, December 11.

    MEDIA WISHING TO QUOTE AN ANALYST SHOULD CONTACT THE ANALYST
    PERSONALLY FOR PERMISSION.

    NOTE TO FIRST-TIME ANALYSTS: Please contact Maison Brison at
                                 514-731-0000 prior to the day of
                                 the conference call.

Interested parties may also listen live at http://www.newswire.ca  
or at http://www.q1234.com .

Mitec Telecom Inc., whose July 31, 2003 balance sheet shows a
working capital deficit of about CDN$1.6 million, is listed on the
Toronto Stock Exchange under the symbol MTM. On-line information
about Mitec is available at http://www.mitectelecom.com   


MOLECULAR DIAGNOSTICS: Files SEC 10-QSB September Quarter Report
----------------------------------------------------------------
Molecular Diagnostics, Inc. (OTC Bulletin Board: MCDG) filed its
10-QSB report Thursday last week. The full report can be viewed at
Edgar Online -- http://www.edgar-online.com  

The Company indicated that in line with the focus on the Company's
financing and Balance Sheet restructuring, operations resulted in
slightly lower revenues (11.9%) compared to the same quarter in
2002. At the same time the company reduced its operating expense
for the period by 18.4%. The decrease not only represents the
controlled Operational Plan the company is perpetuating, but the
elimination of revenues in the same period a year earlier
associated with a one-time license fee.

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 $8 million.

Peter Gombrich, MDI Chairman, commented, "The reduction in
revenues is entirely expected as a result of our focus on the
financial structure of the company before we embark on expanded
selling. Our plan is to complete the restructuring in conjunction
with one or more strategic partners who in turn, assist in the
rapid expansion of revenues on a global scale."

Molecular Diagnostics develops cost-effective cancer screening
systems, which can be utilized in a laboratory or at the point-of-
care, to assist in the early detection of cervical,
gastrointestinal, and other cancers. The InPath System is being
developed to provide medical practitioners with a highly accurate,
low-cost, cervical cancer screening system that can be integrated
into existing medical models or at the point-of-care. Other
products include SAMBAT Telemedicine software used for medical
image processing, database and multimedia case management,
telepathology and teleradiology. Molecular Diagnostics also makes
certain aspects of its technology available to third parties for
development of their own screening systems.

More information is available at http://www.Molecular-Dx.com  


MOLECULAR DIAGNOSTICS: Terminate Licenses With MonoGen, Inc.
------------------------------------------------------------
Molecular Diagnostics, Inc. (OTC Bulletin Board: MCDG), together
with its subsidiaries, AccuMed International, Inc., and
Oncometrics Imaging Corp., announced that the licenses granted by
AccuMed and Oncometrics to MonoGen, Inc., Vernon Hills, Illinois,
for the limited use of certain technologies in the field of cancer
detection, have been terminated by AccuMed and Oncometrics as a
result of the licenses' invalidity.  

MDI believes that the termination of these licenses, which were
entered into prior to its acquisition of AccuMed and Oncometrics,
will eliminate the confusion promulgated by MonoGen's claims of
rights to the technologies and will enhance MDI's business
opportunities surrounding those technologies.  Additionally, this
action allows MDI to proceed with possible action against other
parties that might be in violation of MDI patents.

MDI and its subsidiaries are currently suing the former officer of
AccuMed and Oncometrics whose responsibility it was to negotiate
the licenses with MonoGen on behalf of those companies.  This
suit, which was filed in the Circuit Court of Cook County,
Illinois, is predicated on the actions of the former officer, who
left his positions with AccuMed and Oncometrics shortly after
negotiating the MonoGen licenses to become the President of
MonoGen. The suit alleges that, as part of the negotiations, MDI
and the British Columbia Cancer Agency, which originally developed
a portion of the technologies, believe the officer knowingly
negotiated below-market license fees from MonoGen, and knew at the
time that BCCA had not given its consent for the MonoGen
transactions.  It is the position of MDI and its subsidiaries that
such behavior on the part of the former officer was a breach of
his fiduciary duties to AccuMed and Oncometrics and created
violations under the BCCA license agreements.

Molecular Diagnostics -- whose September 30, 2003 balance sheet
shows a total shareholders' equity deficit of about $8 million --
develops cost-effective cancer screening systems, which can be
utilized in a laboratory or at the point-of-care, to assist in the
early detection of cervical, gastrointestinal, and other cancers.  
The InPath System is being developed to provide medical
practitioners with a highly accurate, low-cost, cervical cancer
screening system that can be integrated into existing medical
models or at the point-of-care.  Other products include SAMBA(TM)
Telemedicine software used for medical image processing, database
and multimedia case management, telepathology and teleradiology.  
Molecular Diagnostics also makes certain aspects of its technology
available to third parties for development of their own screening
systems.

More information is available at: http://www.Molecular-Dx.com


MONITRONICS INT'L: Sept. 30 Balance Sheet Upside-Down by $50MM
--------------------------------------------------------------
Monitronics International, Inc., a leading national provider of
security alarm monitoring services, announced its financial
results for the first quarter ended September 30, 2003.

                     First Quarter Results

Total revenues increased $5.9 million, or 20% to $35.9 million in
the three months ended September 30, 2003 from $30.0 million in
the three months ended September 30, 2002.

Earnings before interest, taxes, depreciation and amortization for
the three months ended September 30, 2003 was $25.6 million, an
increase of 22% from $21.0 million for the three months ended
September 30, 2002.

The Company reported a net loss of $4.4 million for the three
months ended September 30, 2003 compared to net income of $1.1
million for the same period last year.  The decrease in net income
was attributable to the loss incurred in connection with our
refinancing completed during the first quarter.

On August 25, 2003, the Company issued $160.0 million of senior
subordinated notes and entered into a new credit facility
agreement comprised of a $175.0 million term loan and a $145.0
million revolving credit facility. Proceeds from the note issuance
and borrowings under our new credit facility were primarily used
to repay the $298.6 million outstanding under our prior credit
facility, to repay our $12 million senior subordinated notes, and
to repay $20.5 million of our subordinated notes.

                      Operations Perspective

"Monitronics perceives the residential security market at this
point to be stable and growing at a steady rate.  As a result of
our refinancing this quarter, the Company feels well positioned to
access the opportunities presented by the market," said James R.
Hull, Chief Executive Officer of Monitronics.

"The Company continues to focus on increasing customer
satisfaction.  We believe the continued progress we have made in
this area combined with the aging of our portfolio has resulted in
a continuing decrease in the attrition rate from 13.4% for the
twelve months ended September 30, 2002 to 10.8% for the twelve
months ended September 30, 2003," concluded Hull.

EBITDA represents a non-GAAP (Generally Accepted Accounting
Principles) financial measure.  EBITDA is a key performance
measure used in the security alarm monitoring industry and is one
of the financial measures, subject to adjustments, by which our
covenants are calculated under the agreements governing our debt
obligations.  EBITDA does not represent cash flow from operations
as defined by GAAP, should not be construed as an alternative to
net income, and is indicative neither of our operating performance
nor of cash flows available to fund all of our cash needs.

At September 30, 2003, Monitronics International, Inc.'s balance
sheet shows a working capital deficit of about $14 million, and a
total shareholders' equity deficit of about $50 million.


NATIONAL COAL: Substantial Losses Raise Going Concern Doubts
------------------------------------------------------------
The intended principal activity of National Coal Corporation is
surface coal mining. Since January 30, 2003 through June 30, 2003,
the Company's activities have consisted of strategic,
organizational, property acquisition and financing matters. As of
June 30, 2003, production had not commenced and NCC had no proven
reserves, as the term is defined by the Securities and Exchange
Commission. Accordingly, the Company is considered to be in the
exploration stage.

The Company's unaudited condensed consolidated financial
statements have been prepared assuming that the Company will
continue as a going concern, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of
business. The carrying amounts of assets and liabilities presented
in the financial statements do not purport to represent realizable
or settlement values. No operations were conducted and no
operating revenue was realized from January 30, 2003 to
June 30, 2003. As of June 30, 2003, the Company was totally
illiquid and needed cash infusions from shareholders to provide
capital, or needed loans from any sources available. At June 30,
2003, the Company had negative working capital of approximately
$3,813,400 and a stockholders' deficiency of approximately
$1,172,000. These factors raise substantial doubt about the
Company's ability to continue as a going concern.

The Company is seeking additional funding and believes that this
will result in improved operating results. There can be no
assurance, however, that the Company will be able to secure
additional funding, or that if such funding is available, whether
the terms or conditions would be acceptable to the Company.


NEW SKEENA: Files for Court Protection Under CCAA in Canada
-----------------------------------------------------------
New Skeena Forest Products Ltd., a Vancouver-based company that
operates a pulp mill in Prince Rupert and sawmills in other
communities, has sought and obtained creditors protection under
the Companies' Creditors Arrangement Act, the Associated Press
reported late last week.

The B.C. Supreme Court appointed PricewaterhouseCoopers as monitor
to assist in the bankruptcy process.

The bankruptcy filing came a week after northern B.C.
municipalities foreclosed on the Company's assets to cover years
of unpaid property taxes. However, with the court-ordered CCAA
injunction, these municipalities are now required to return the
impounded equipment.

The CCAA proceeding is being handled by Chief Justice Donald
Brenner of the B.C. Supreme Court, who oversaw old Skeena's last
bankruptcy process.


NOBLE CHINA: Ontario Court Approves Amended CCAA Plan
-----------------------------------------------------
Noble China Inc. announced that, pursuant to the Order of the
Ontario Superior Court of Justice (Commercial List) obtained
under the Companies' Creditors Arrangement Act (Canada), a meeting
of Noble China's secured and unsecured creditors was held on
November 4, 2003 to consider the amended plan of compromise and
arrangement dated October 24, 2003. The Amended Plan was approved
by the required majority of Noble China's secured and unsecured
creditors. Furthermore, an Order of the Court sanctioning the
Amended Plan was obtained on November 18, 2003.

Pursuant to the Sanctioning Order, the creditor claims procedure
was extended such that it requires that holders of certain
unsecured debentures of Noble China must file Proofs of Claim
asserting claims against Noble China by no later than
December 31, 2003, and authorizes Noble China to effect
distributions to any holder of its Debentures who file Proofs of
Claim by December 31, 2003. Noble China will review all Proofs of
Claim and will either accept the claims as filed or issue Notices
of Revision or Disallowance by January 15, 2004. Creditors who
receive a Notice of Revision or Disallowance will have until
January 30, 2004 to appeal any such notice.

In addition, pursuant to the Sanctioning Order, the other terms of
the Amended Plan have been authorized. As such, among other
things, Noble China's license from Pabst Brewing Company to
produce, distribute and sell beer in China utilizing the Pabst
Blue Ribbon trademarks is to be terminated; all of Noble China's
assets are to be transferred to Mega Gain Investment Co. Ltd.;
Inno Up Limited, a subsidiary of Mega Gain, is to receive
a new exclusive license from Pabst (with the right to sub-license)
to produce, distribute and sell beer in China utilizing the Pabst
Blue Ribbon trademarks; articles of reorganization are to be filed
to create class A preferred shares of Noble China; and 20,745,467
class A preferred shares of Noble China are to be issued to Mega
Gain. Among other things, each class A preferred share entitles
the holder to one vote at all meetings of shareholders of Noble
China.

The total number of shares of Noble China owned or controlled by
Mega Gain following the transactions described above will be
2,033,400 previously acquired common shares and 20,745,467 class A
preferred shares, representing approximately 19.60% of the total
outstanding common shares and 100% of the outstanding class A
preferred shares. The shares in Noble China were acquired for
investment purposes and Mega Gain reserves the right to change its
intention at any time.


NORTHWESTERN CORP: Brian B. Bird Named Chief Financial Officer
--------------------------------------------------------------
NorthWestern Corporation (Pinksheets: NTHWQ) announced that Brian
B. Bird has been named its Chief Financial Officer, effective
Dec. 1, 2003.

Mr. Bird will report to Gary G. Drook, President and Chief
Executive Officer of NorthWestern.

In this new role, Mr. Bird will be responsible for overall
financial plans, accounting policies, securities regulations and
relationships with lending institutions while leading and
directing accounting, tax, financial planning and treasury.

"Brian is an excellent addition to our new management team," said
Drook. "His extensive financial experience comes at a key time in
our Chapter 11 reorganization. In addition, his extensive
knowledge of the energy industry will ensure the sound management
of our core electric and natural gas utility business."

Mr. Bird added, "I look forward to joining NorthWestern's new
management team to help develop and implement the company's
restructuring plan which is focused on emerging as a much
stronger, investment grade energy company."

Mr. Bird has 17 years of experience within the fields of corporate
finance, treasury, accounting, and mergers and acquisitions. Prior
to joining NorthWestern, he was Chief Financial Officer and
principal of Insight Energy, Inc., a Chicago-based independent
power generation development company where he was responsible for
corporate and project financing, bank and investor relations,
accounting, tax and treasury. Prior to that, he was Vice President
and Treasurer of NRG Energy, Inc., in Minneapolis. He also held
financial management positions with Deluxe Corporation, Minnesota
Viking Ventures, Inc., Northwest Airlines, Inc., and Land O'
Lakes, Inc.

Mr. Bird earned an MBA in finance from the University of Minnesota
and a double major undergraduate degree in accounting and finance
from the University of Wisconsin - Eau Claire. He is a Certified
Public Accountant and a Certified Cash Manager.

NorthWestern will be filing a motion with the U.S. Bankruptcy
Court to formalize Mr. Bird's employment as Chief Financial
Officer.

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


NRG ENERGY: CL&P Asks to Modify Stay to Pursue CDPUC Petition
-------------------------------------------------------------
Connecticut Light and Power Company asks the Court to modify the
automatic stay to allow them to proceed with a petition for
declaratory ruling currently pending before the Connecticut
Department of Public Utility Control against NRG Energy, Inc.
regarding station service charges incurred by the Debtors and its
affiliates, Montville Power LLC, Middletown Power LLC, Norwalk
Power LLC, Devon Power LLC and Connecticut Jet Power LLC -- the
NRG Generators.

John B. Nolan, Esq., at Day, Berry & Howard, in New York,
recounts that CL&P and the Debtors are parties to an
Interconnection Agreement dated July 1, 1999, where CL&P provides
"station service" to the NRG Generators.  Under the
Interconnection Agreement, the Debtors agreed to pay for station
power under CL&P's applicable retail rates.  The Debtors'
generating facilities, in turn, use the power to operate their
plants in the ordinary course of their businesses.

Since the inception of the Interconnection Agreement, Mr. Nolan
reports, the Debtors refused to pay any amounts for the station
service CL&P provides pursuant to the Interconnection Agreement.  
CL&P made good faith efforts to refer the dispute to senior
management.  However, the Debtors refused to make a senior
management representative available to CL&P for this purpose.  
CL&P also made demand for arbitration, which demand was refused
by the Debtors.

In December 2002, FERC issued its Order, confirming that CL&P is
and has been authorized to charge CDPUC-approved retail rates for
station service provided to the NRG Generators.  In January 2003,
CL&P renewed its demand for payment from the Debtors.  The
Debtors again failed to pay CL&P the amounts owing under the
Interconnection Agreement.  As a result, CL&P submitted to CDPUC
a petition for a ruling declaring that the Debtors and its
various subsidiaries that own generating plants in Connecticut
are subject to CL&P's retail rates for the provision of station
power and delivery services and that all amounts accrued and
unpaid are immediately due and payable.

Mr. Nolan tells the Court that CL&P provides energy and delivery
services, as applicable, to all of its retail customers under its
CDPUC-approved retail rates.  The Rates were designed with the
understanding that retail customers may or may not obtain their
energy from CL&P and that retail customers may also receive
delivery service via a direct, transmission-level interconnection
with CL&P.  If a customer receives its energy supply from CL&P,
the generation component of the Rate will apply.  Conversely if
the customer has selected a competitive energy supply, the
generation component of the Rate will not apply.

From December 1999 through June 1, 2002, the Debtors took station
power supply pursuant to CL&P's standard offer, although it was
not required to do so.  Since June 2002, the Debtors procured
station power from a third party, but has continued to incur
charges under the Interconnection Agreement for the delivery of
that power.  CL&P has continuously provided retail delivery
service to the Debtors at the transmission-level, which service
included meter reading and reporting.

Since August of 2000, however, the Debtors challenged CL&P's
bills and refused to pay them on the ground that it is not
subject to CL&P's CDPUC-approved retail Rates.  As of the
Petition Date, the Debtors owed CL&P $14,563,924 in accrued
station service charges.  

Mr. Nolan asserts that cause exists to grant the CL&P's request
because the applicability of the particular electricity rates is
a matter over which the CDPUC has primary jurisdiction.  
Resolution of the parties' dispute will require a complete
examination of the technical configuration of each NRG plant to
determine the nature of the services being provided together with
an analysis of the CDPUC-approved rate components.  The
configuration of power plants and the analysis of the CDPUC rate
components are complex matters requiring specialized technical
knowledge.  The technical knowledge is within the CDPUC's
particular field of expertise as the CDPUC is the Connecticut
state regulatory body with the legislative mandate to "regulate
and supervise public utilities, and to establish rates that are
not unreasonable." (NRG Energy Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


OM GROUP INC: Fails to Beat SEC Form 10-Q Filing Deadline
---------------------------------------------------------
OM Group, Inc. (NYSE: OMG) will delay filing its Form 10-Q for the
quarter ended September 30, 2003 with the Securities and Exchange
Commission, pending the completion of its final review of the
financial statements and disclosures.

According to the Company, this quarter's review and verification
process has been slowed by the number of complex events completed
during the third quarter, including the sale of its Precious
Metals business for cash proceeds of $814 million and recording
restructuring and other charges in the period related to OMG's
continuing operations. The Company intends to file the Form 10-Q
promptly once its review is completed.

OM Group, Inc. (S&P, B+ Corporate Credit Rating, Stable) is a
leading, vertically integrated international producer and marketer
of value-added, metal-based specialty chemicals and related
materials. Headquartered in Cleveland, Ohio, OM Group operates
manufacturing facilities in the Americas, Europe, Asia, Africa and
Australia. For more information on OM Group, visit the Company's
Web site at http://www.omgi.com


ONESOURCE TECH.: September 30 Balance Sheet Upside-Down by $580K
----------------------------------------------------------------
OneSource Technologies, Inc., (OTCBB:OSRC) reported consolidated
revenues of $802 thousand for the quarter ended September 30,
2003, a 6% increase over third quarter 2002 revenues of $760
thousand.

Consolidated year-to-date revenues of $2.4 million were 9% greater
than the $2.2 million reported for the first nine months of 2002.
The Company reported Net Losses of $18 thousand (less than $0.00
per share) of $115 thousand (less than $0.00 per share) for the
quarter-ended September 30 and year-to-date 2003 respectively,
compared to Net Income of $37 thousand (less than $0.00 per share)
and Net Loss of $20 thousand (less than $0.00 per share)
respectively for the quarter ended September 30 and year-to-date
2002.

"Revenues through the third quarter 2003 continued to show
improvement over the prior year," said Michael Hirschey, CEO of
the Company. "And both operating divisions continued to contribute
positive cash flow," continued Hirschey. "As part of our focus on
again growing the Company we initiated a relationship with a west
coast toner remanufacturing supplier that gives the Company the
ability to significantly extend its product mix and at the same
time do so at lower cost," added Hirschey. "Consequently we
elected to discontinue the Company's remanufacturing operations in
Scottsdale and to focus on expanding our toner remanufacturing
customer base as a distributor for this west coast remanufacturer.
"Doing so will save the Company approximately $15 thousand a month
in direct costs without sacrificing our ability to service both
our existing customers as well as significantly expand our market
penetration in that space," concluded Hirschey.

OneSource is engaged in three closely related and complimentary
lines of IT and business equipment support products and services,
1) equipment maintenance services, 2) equipment installation and
integration services, and 3) value added equipment supply sales.
Each segment also utilizes the Internet to facilitate distribution
of its service and product offerings. OneSource is a leader in the
technology equipment maintenance and service industry and is the
inventor of the unique OneSource Flat-Rate Blanket Maintenance
System(tm). This innovative patent pending program provides
customers with a Single Source for all general office, computer
and peripheral and industry specific equipment technology
maintenance and installation services.

OneSource's Cartridge Care division is a quality leader in
remanufactured toner cartridge distribution in the southwest and
is the supplier of choice for a number of Fortune 1000 companies
in that region. OneSource has realigned this division and invested
heavily in eCommerce initiatives to stage the division for
substantial expansion over the next two years to enable Cartridge
Care to extend its high quality reputation beyond its southwestern
regional roots.

During the quarter ended September 30, 2003, the Company entered
into an agreement with a former service provider resulting in the
issuance of 200,000 restricted shares of common stock. The
negotiated settlement resulted in a loss of $7,000 being recorded
in the quarter ended September 30, 2003.

During the quarter ended September 30 2003, the Company settled a
dispute with a former officer and board member. No legal action
had been filed related to this dispute. A payment of $40,000 was
made to this individual in exchange for a complete release of all
current and future claims against the Company. His employment
contract was terminated. The negotiated settlement resulted in a
loss of $9,813 being recorded in the quarter ended September 30,
2003.

During the quarter ended June 30, 2003, the Company entered into
two separate settlement agreements with two current shareholders
and former owners of companies acquired by the Company in 1999.
These agreements end all disputes and litigation among the
parties. As part of the settlements the Company agreed to
compensate one of the parties with 925,694 restricted shares of
common stock, $72,000 payable over 24 months and $42,500 payable
in a lump sum on April 1, 2005 and convertible at the holder's
option into shares of the Company's voting common stock in
accordance with the settlement provisions. The other party was
granted 1,000,000 restricted shares of common stock, $30,000
payable over 12 months and $30,000 payable in a lump sum on April
15, 2004 and convertible at the holder's into shares of the
Company's voting common stock in accordance with the settlement
provisions. As part of the settlement agreements both parties
agreed to release and indemnify the Company, its officers and
directors from any action or claim relating to the past matters
now and in the future. The negotiated settlements resulted in a
loss of $92,768 recorded in the second quarter ended June 30,
2003.

                  Liquidity and Capital Resources

At September 30, 2003, the Company's balance sheet shows a working
capital deficit of about $1 million, and a total shareholders'
equity deficit of about $580,000.

Liquidity and capital resources continued to be closely monitored
during the first nine months of 2003. Total costs exceeded
revenues throughout the nine months ended September 30, 2003, but
are expected to improve in the last quarter. If not for the loss
from legal settlements of $109,581 and the associated legal fees,
the Company would have been profitable and would have generated
positive cash flow for the nine month ended September 30, 2003.
With these legal issues now entirely behind the Company,
management believes it can continue to improve both cash flow and
profitability in the near-term through continued new business.

In March 2001 the Company and holders of four of the Company's
notes payable that were due in March and September of 2001 entered
into Note Deferral and Extension Agreements wherein each note
holder agreed to defer all principal payments until July 15, 2001.
The Company agreed to make a twenty-five percent (25%) principal
payment to each note holder on July 15, 2001. The notes' due dates
were extend to July 15, 2002, but by that date the Company was
unable to make the scheduled partial principle payment or commence
making level monthly principal and interests payments over the
remaining twelve-month period of the notes. As part of that
agreement the Company also agreed to increase the interest rates
of the notes from their stated twelve to fourteen percent (12% to
14%) to eighteen percent (18%). The Company has continued to make
timely monthly interest payments to the holders. Further, the
Company is in communication with the holders and management
believes it will be able to negotiate an arrangement that will not
adversely impact the Company's continuing operations.

At September 30, 2003, the Company had accrued approximately
$47,000 of unpaid payroll taxes, interest and penalties due the
IRS. At the end of June 2002, the Company submitted required
documentation in support of its "Offer In Compromise" previously
filed in 2001 to the IRS. Management believes the Company will be
able to successfully liquidate this liability and that the
ultimate outcome will not have an adverse impact on the Company's
financial position or results of operations.


OWENS: Wants to Extend Lease Decision Period to June 4, 2004
------------------------------------------------------------
Owens Corning and its debtor-affiliates ask Judge Fitzgerald to
extend the time within which they must move to assume or reject
their unexpired non-residential real property leases, through and
including June 4, 2004, subject to the rights of each lessor
under an Unexpired Lease to request, upon appropriate notice and
motion, that the Court shorten the Extension Period and specify a
period of time in which the Debtors must determine whether to
assume or reject an Unexpired Lease.

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, informs the Court that the Debtors are lessees under
hundreds of unexpired non-residential real property leases.  Most
of the Unexpired Leases are for space the Debtors use for
conducting the production, warehousing, distribution, sales,
sourcing, accounting and general administrative functions that
comprise the Debtors' businesses, and are important assets of the
Debtors' estates.  Thus, the Unexpired Leases are critical to the
Debtors' continued operations as they seek to reorganize.

Given the size and complexity of the Debtors' portfolio of
Unexpired Leases, Ms. Stickles contends that the Debtors should
not at this time be compelled to assume substantial, long-term
liabilities under the Unexpired Leases or forfeit benefits
associated with some Leases, to the detriment of their ability to
preserve the going concern value of their business for the
benefit of their creditors and other parties-in-interest.

Ms. Stickles points out that lease decisions are an integral part
of the reorganization process and, accordingly, should be dealt
with globally through the plan confirmation process.  As the
Court is aware, the Debtors prepared and filed a Plan of
Reorganization and Disclosure Statement.  Among other things, the
Plan addresses the assumption or rejection of the Unexpired
Leases.  Addressing lease decisions now, prior to plan
confirmation, would compel the Debtors to make premature
decisions as to their leases, and would cause the Debtors to run
the risks, regarding the assumption of substantial long-term
liabilities or the forfeiture of favorable leases.  More
fundamentally, requiring the Debtors to assume or reject the
Unexpired Leases at this point in their cases may foreclose the
Debtors or other parties from pursuing plan modifications or
alternative plan structures that rely on different dispositions
of some or all of the Unexpired Leases than is presently
contemplated.  The Debtors submit that this result would be
inconsistent with the interests of creditors and inappropriate
under the circumstances of these cases.

Ms. Stickles tells the Court that since the Petition Date, the
Debtors have remained, and will continue to remain, current on
all of their postpetition rent obligations.  Thus, the extension
will not prejudice the landlords under the Unexpired Leases.  In
fact, through the operation of Section 365(d)(3) of the
Bankruptcy Code, the landlords enjoy a preferred position that
belies any notion that they could be prejudiced.

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


PARTNERS MORTGAGE: Retains Hillis Clark as Avoidance Counsel
------------------------------------------------------------
Partners Mortgage Corporation and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the Western District
of Washington to employ Hillis Clark Martin & Peterson, P.S. as
special counsel.

Partners is a corporation with assets of approximately
$80,000,000. Partners needs special counsel to represent its
interests in litigation concerning avoidance actions particular to
Safeguard Mortgage Two LLC in this Chapter 11 case.

Partners retained the law firm of Hillis Clark Martin & Peterson,
P.S. in August and September 2003 to advise it regarding the
possibility of a voluntary workout with creditors and the
possibility of filing a Chapter 11 petition and related documents.
Partners now wishes to employ Joseph A. Sakay, Jerry N. Evans and
Joseph B. Genster of Hillis Clark Martin & Peterson, P.S. for
special matters relating solely to a possible avoidance action
regarding Safeguard.

The firm's hourly rates are:

          Attorneys      $150 to $375 per hour
          Paralegal      $65 to $120 per hour

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


PEREGRINE SYSTEMS: Gains Nod to Settle Subordinated Debt Claims
---------------------------------------------------------------
Peregrine Systems, Inc. (OTC: PRGN), a leading provider of
Consolidated Asset and Service Management software, announced that
the U.S. Bankruptcy Court has approved a settlement that paves the
way for distribution of stock to former Peregrine shareholders and
securities claimants, as well as other subordinated claimants in
Class 9 of the company's Plan of Reorganization.

Approval by the Bankruptcy Court in the District of Delaware in
Wilmington resolves issues regarding the relative value of the
Class 9 claims to equity in the reorganized Peregrine business
following its emergence from Chapter 11 last summer. Under
Peregrine's Plan of Reorganization confirmed by the court on July
18, 2003, 63 percent of stock in the reorganized company was
distributed to bondholders (Class 7), while at least 33 percent
and potentially as much as 37 percent (Class 9 Reserve) was held
for allocation to the Equity Class, the Securities Class and other
subordinated claimants in Class 9, along with certain litigation
claims and proceeds thereof.

The Equity Class comprises those persons who held shares of old
Peregrine common stock at the close of trading on Aug. 7, 2003.
The Securities Class includes purchasers of old Peregrine common
stock between July 22, 1999 and May 3, 2002 as more fully defined
in the court's order approving the settlement. In addition, the
settlement provides for resolution of claims made by the
Indemnification Class, consisting of claims for reimbursement,
contribution or indemnity by former officers and directors.

"This court's approval of this agreement is a significant
milestone in meeting the commitments in our Plan of
Reorganization, allowing us to complete the distribution of stock
in the reorganized Peregrine business," said John Mutch,
Peregrine's CEO. "We are delighted that all parties involved in
the final discussions for division of stock to equity holders and
others have reached resolution."

The agreement provides for the following terms and distribution of
stock:

The Indemnification Class receives 225,000 shares of the Class 9
Reserve, to be allocated by agreement of all members of the class
or by court order, and in any event by prior notice.

Following the distribution of shares to the Indemnification Class,
the Equity Class receives a pro rata share of 85 percent of the
Class 9 Reserve, which is at least 26.8 percent of Peregrine's
outstanding common stock. The Equity Class will receive
approximately one share of new stock for each 49 shares of old
stock.

The Securities Class receives a pro rata share of 15 percent of
the remaining Class 9 Reserve, which is at least 4.7 percent of
Peregrine's outstanding common stock. The settlement resolves all
claims against Peregrine from these class-action lawsuits, but not
claims against any other defendants.

The Securities Class is eligible to receive the cash proceeds from
potential litigation claims of the company against former
Peregrine directors and officers, as well as third-party service
providers, if any, initiated by the Litigation Trust, which was
established under the Plan. The Equity Class and Indemnification
Class waived their claims to any cash proceeds from the trust.

The court also determined procedures for protecting any rights or
interests that may be held by certain members of the
indemnification Class in Peregrine documents that are to be turned
over to the lead plaintiffs in the consolidated class action
lawsuit pending against certain former offers and directors in San
Diego Federal District Court. Peregrine is obligated to use
reasonable efforts to fully cooperate in good faith with the
successor litigation trustee in the prosecution of the litigation
claims. In addition, the stipulation requires the company to give
the trustee full and complete access to any and all Peregrine
records and documents in its possession.

An additional four percent of Peregrine's outstanding common stock
(600,000 shares) is being held for the benefit of bondholders in
Class 7 and/or the Securities Class and Equity Class in Class 9,
with the allocation dependant on the liquidation of General
Expense Claims (Class 8). To the extent that the additional stock
is allocated to Class 9 under the Plan, the stock would be shared
between the Equity Class (85 percent) and the Security Class (15
percent).

Peregrine filed a voluntary Chapter 11 petition on Sept. 22, 2002
after accounting irregularities came to light, requiring a
restatement of 11 quarters. On Aug. 7, Peregrine became the first
enterprise software company to emerge from Chapter 11 protection.

Founded in 1981, Peregrine Systems, Inc. develops and sells
enterprise software to enable its 3,500 customers worldwide to
manage IT for the business. The company's Consolidated Asset and
Service Management offerings allow organizations to improve asset
management and gain efficiencies in service delivery -- driving
out costs, increasing productivity and accelerating return on in
vestment. The company's flagship products -- ServiceCenter and
AssetCenter -- are complemented by Employee Self Service,
Automation and Integration capabilities. Peregrine is
headquartered in San Diego, Calif. and conducts business from
offices in the Americas, Europe and Asia Pacific. For more
information, please visit: http://www.peregrine.com/


PLAINS RESOURCES: Receives Buyout Proposal from Vulcan Capital
--------------------------------------------------------------    
Plains Resources Inc. (NYSE: PLX) announced that on
November 19, 2003, it received a proposal from Vulcan Capital,
along with PLX's Chairman James C. Flores and its CEO and
President, John T. Raymond, to acquire all of PLX's outstanding
stock for $14.25 per share in cash.  Vulcan Capital is the
investment arm of Seattle-based investor Paul G. Allen.  The offer
indicates that commitments for all of the financing necessary to
complete the transaction have been received.

In response to receipt of the proposal, the PLX board has
established a special committee comprised of board members William
C. O'Malley and William M. Hitchcock.  The special committee has
been authorized to review, evaluate, negotiate and make
recommendations to the full board of PLX with respect to the
proposal from Vulcan Capital.  In addition, the special committee
may consider proposals from other parties relating to a
transaction with the Company.  The special committee will retain
its own legal counsel and independent financial advisors.

This announcement is neither an offer to purchase nor a  
solicitation of an offer to sell the Company's shares.  There can
be no assurance that the proposed transaction described in the
press release will be accepted by the Company in its proposed form
or any revised form or, that even if accepted, that the
transaction will close.

If the Company accepts the proposed transaction, the acquiror and
the Company will be required to make certain other filings
regarding the proposed transaction with the Securities and
Exchange Commission.  Because such filings will contain important
information, investors are urged to read any such filings
regarding the proposed transaction.  Investors may obtain free  
copies of any such filings and other documents the Company has
filed with the Commission at the Commission's website at
http://www.sec.gov.  Information concerning any participants in  
any solicitation of the Company's stockholders that is made in
connection with the proposed transaction will be disclosed when
available.

Plains Resources is an independent energy company engaged in the
acquisition, development and exploitation of crude oil and natural
gas. Through its ownership in Plains All American Pipeline, L.P.,
Plains Resources has interests in the midstream activities of
marketing, gathering, transportation, terminaling and storage of
crude oil.  Plains Resources is headquartered in Houston, Texas.

At Sept. 30, 2003, the company's balance sheet reports a working
capital deficit of about $20 million.


PLAINTREE SYSTEMS: Getting an Additional Loan from Shareholder
--------------------------------------------------------------
Plaintree Systems Inc.'s largest shareholder, Targa Group Inc. has
agreed to loan it an additional $500,000 (net of related fees, see
below). This amount is in additional to approximately $1,200,000
advanced to Plaintree over the past 12 to 18 months. The funds
being advanced by Targa are the proceeds (net of the agency fees
payable to IPC securities) received by Targa from the sale of a
portion of its shares in Plaintree. The funds advanced to
Plaintree will be used to fund Plaintree's operations. The Loan
will be payable on demand and will earn interest at a rate of
prime plus 5% per annum. The Loan will also be secured by an
already existing General Security Agreement over Plaintree assets.

"As all of our shareholders know, Plaintree has been very
fortunate to have an involved shareholder like Targa who has
funded us on an as needed basis over the last two years," said
David Watson CEO. "However, this is a new step in our
relationship. Now Targa has advanced a large sum, which given our
minimal burn rate ensures survival for some time into the future,
but more importantly allows us to make the necessary purchases in
the event of a large order."

Plaintree also notes that it continues to have the "e" designation
attached to its trading symbol on the OTCBB. Plaintree has filed
the missing information with the United Securities and Exchange
Commission that triggered the "e" designation and such designation
should have been removed. The Company will investigate this issue
further and seek the removal of this designation as soon as
possible.

Plaintree continues to investigate sources of financing. However,
if the Company is not successful in obtaining the necessary
funding and/or if the Company does not meet its existing forecast,
continuation of the existing business may not be viable. There can
be no assurance that the Company will be able to raise additional
capital or that anticipated revenues will materialize or be at a
level sufficient to sustain Plaintree's operations.

Ottawa-based, Plaintree Systems Inc. -- http://www.plaintree.com/
-- develops and manufactures the WAVEBRIDGE series of Free Space
Optical wireless links using Class 1, eye-safe LED (Light Emitting
Diode) technology providing high-speed network connections for
ISPs, traditional telcos, GSM or cellular operators, airports and
campus networks. Acting as a replacement for cable, fiber or
radio frequency systems, the WAVEBRIDGE links offer broadband
access with no spectrum interference problems, and same day
installation for rapid network deployment. Plaintree also supports
and manufactures its existing lines of robust and user friendly
network switches.

Plaintree is publicly traded in Canada on The Toronto Stock
Exchange (Symbol: LAN) and in the U.S. on the OTC BB (LANPF), with
90,221,634 shares outstanding.

The Company's March 31, 2003, balance sheet discloses a working
capital deficit of about $1 million and a net capital deficit
topping $905,000.


PORTLAND GENERAL: Fitch Says Planned Sale Won't Affect Ratings
--------------------------------------------------------------
Fitch Ratings does not anticipate changes to Portland General
Electric's ratings or its Positive Rating Outlook until further
details regarding the proposed sale of PGE by Enron Corp. to
Oregon Electric Utility Company, LLC are available and prospects
for its completion become more certain. Fitch rates PGE's secured,
unsecured debt and preferred securities 'BBB-', 'BB' and 'B+',
respectively.

On Tuesday, November 18, 2003 Enron Corp. announced that it
reached a definitive agreement to sell PGE to OE for $2.35 billion
including the assumption of debt. Fitch believes the sale of PGE
to OE would be a constructive development for PGE bond holders to
the extent that it addresses concerns over ownership by a bankrupt
parent. However, the proposed sale remains subject to execution
risk. Two earlier proposals for the sale of PGE to Sierra Pacific
Resources and Northwest Natural, respectively, failed. The current
transaction is subject to bankruptcy court approval and an overbid
process, in which other parties may put forward competing bids. In
addition, regulatory approvals will be required from the OPUC,
FERC, and SEC, a process that is likely to take approximately 12
months to complete.

Any change to ratings would be heavily dependent upon the capital
structure implemented as part of any acquisition. Although
financing details are unavailable at the moment, the potential
upgrade of PGE's ratings could be constrained if a highly
leveraged capital structure is adopted at OE. Under the terms of
the proposed agreement, OE will pay approximately $1.25 billion
for 100% of PGE's outstanding equity and will assume debt totaling
$1.1 billion. Fitch regards it as unlikely that consummation of an
acquisition will lead to a direct increase in debt at the PGE
level, given existing ring-fencing measures.

Fitch notes that PGE's ratings remain below levels that would be
justified on a stand alone basis due to contagion risk associated
with its status as a subsidiary of a bankrupt parent, Enron.
Recent positive developments include an improved liquidity
position due to refinancing activity and settlement of FERC
investigations related to wholesale power activities. The
settlements require FERC approval, payment approximating $8.5
million and revocation market-based wholesale power tariffs for a
twelve month period. Under the terms of the agreement, the
settlement is not deemed to be an admission of fault or liability
by PGE.


RADNOR HLDGS: Near-Term Liquidity Concerns Spur S&P's Neg. Watch
----------------------------------------------------------------  
Standard & Poor's Ratings Services placed its ratings, including
its 'B+/Negative/--' corporate credit rating, on Radnor Holdings
Corp. on CreditWatch with negative implications based on concerns
about Radnor's near term liquidity and sub-par financial profile,
pending completion of a proposed initial public offering of stock.

"The CreditWatch placement follows Radnor's announcement that it
has acquired Polar Plastics Inc. Polar is engaged in the
manufacturing and sale of plastic cutlery, tumblers, and injection
molded thermoformed custom plastic products," said Standard &
Poor's credit analyst Paul Blake. The predominantly debt-financed
acquisition of Polar for $28.7 million will initially place
additional pressure on the company's already stretched financial
profile, and will likely result in a modest reduction of near term
liquidity.

As of Sept. 26, 2003, cash and availability after borrowing base
calculations was approximately $13 million under its revolving
credit facilities. However, the company recently filed a
registration agreement for a proposed IPO with expected net
proceeds of about $55 million to be used to pay down a portion of
the term loan and revolving credit facility. The completion of the
IPO is key for preserving sufficient liquidity and supporting
Radnor's growth plans in the polypropylene drink cup segment.
If Radnor successfully executes the proposed IPO in the next few
months, Standard and Poor's will likely affirm its 'B+' corporate
credit rating on the company and remove the ratings from
CreditWatch.  Based on current information, the outlook will
likely be stable to reflect expectations for improved liquidity
and operating performance beyond 2003.  Standard & Poor's will
monitor progress on the IPO plan and will resolve the CreditWatch
listing following completion of the IPO.


RENAISSANCE ENTERTAINMENT: Losses Raise Going Concern Doubts
------------------------------------------------------------
Renaissance Entertainment Corporation presently owns and produces
four Renaissance Faires: the Bristol Renaissance Faire in Kenosha,
Wisconsin, serving the Chicago/Milwaukee metropolitan region; the
Northern California Renaissance Pleasure Faire, serving the San
Francisco Bay and San Jose metropolitan areas; the Southern
California Renaissance Pleasure Faire in Devore, California
serving the greater Los Angeles metropolitan area; and the New
York Renaissance Faire serving the New York City metropolitan
area.

The Company had a working capital deficit of $312,91 as of
June 30, 2003. While the Company believes that it has adequate
capital to fund anticipated operations for 2003, it believes it
may need additional capital for future fiscal periods.

Renaissance Entertainment has incurred operating losses in all
fiscal periods since 1995 except fiscal 2000. For the six months
ended June 30, 2003, the Company reported a net loss of
$260,197. There is no assurance that the Company will be
profitable in any subsequent period.

The Company's working capital deficit widened during the six-
months ended June 30, 2003, from $48,697 at December 31, 2002 to
$312,917 at June 30, 2003. The Company's working capital
requirements are greatest during the period from January 1 through
May 1, when it is incurring start-up expenses for its first Faire
of the season, the Southern California Faire.

Since 1998, the Company's financial statements have contained a
going concern clause. As mentioned, the Company has suffered
recurring losses from operations, has a negative stockholders'
equity and a working capital deficit that raise substantial doubts
about its ability to continue as a going concern.


RESOURCE AMERICA: Will Redeem All Outstanding 12% Senior Notes
--------------------------------------------------------------
Resource America Inc. (NASDAQ:REXI) announced that its Board of
Directors has authorized the redemption of all of the Company's
outstanding $53.0 million 12% Senior Notes due August 2004.

The Company issued $115.0 million of these notes on July 22,
1997, and since then has repurchased $62.0 million. The balance of
the Senior Notes will be redeemed at 103% of principal plus
accrued interest. It is anticipated that the redemption of the
Senior Notes will occur on January 20, 2004.

The Bank of New York will serve as the paying agent for this
redemption. A notice of redemption containing information required
by the terms of the Indenture governing the Senior Notes will be
sent to all holders of the Senior Notes. This notice will contain
details of the place and manner of surrender for the Senior Notes
in order for holders to receive the redemption payment.

Jonathan Cohen, President and COO of Resource America said, "I am
pleased that our performance has enabled us to redeem the Senior
Notes prior to maturity. The early repayment of these notes will
lower the Company's cost of capital, reduce interest costs, and
improve leverage ratios, all of which strengthens our Company and
enhances shareholder value."

Resource America Inc. (S&P, B Corporate Credit Rating, Negative)
is a proprietary asset management company that uses industry
specific expertise to generate and administer investment
opportunities for its own account and for outside investors in the
energy, real estate and equipment leasing industries. For more
information please visit its Web site at
http://www.resourceamerica.comor contact Investor Relations at  
pschreiber@resourceamerica.com  


RESOLUTION PERFORMANCE: S&P Lowers Corporate Credit Rating to B
---------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its corporate credit
rating on Resolution Performance Products LLC to 'B/Negative/--'
from 'B+', citing continued weak earnings and a subpar financial
profile. At the same time, Standard & Poor's lowered its senior
subordinated debt ratings to 'CCC+' from 'B-' and its senior
secured bank loan rating to 'B+' from 'BB-'.

Houston, Texas-based Resolution is a leading producer of epoxy
resins and has more than $800 million of debt outstanding,
including payment-in-kind notes at a holding company level.

"The downgrade reflects weakness in the company's operating
results and deterioration in credit protection measures, as well
as concerns that difficult business conditions will further delay
the expected improvement in the company's financial profile," said
Standard & Poor's credit analyst Peter Kelly. Profitability and
cash flow have been negatively affected by continued soft demand,
competitive markets, and high raw material and energy costs.
Consequently, Resolution's financial profile will likely remain
subpar longer than had been expected.

Standard & Poor's said that its ratings on privately held
Resolution continue to reflect high financial risk, somewhat
offset by the company's decent business position as a leading
producer of epoxy resins. Resolution produces base liquid epoxy
resins (LER), solid epoxy resins, epoxy solutions, and other
specialty products, such as curing agents and resin additives.
Sales of epoxy resins and related products (including merchant
sales of epichlorohydrin, a key epoxy raw material) account for
almost 70% of revenues. Resolution also maintains leading global
shares of versatic acids and derivatives, and Bisphenol A (BPA),
another key epoxy raw material that is also sold into the fast-
growing polycarbonate market.


SBARRO INC: S&P Junks Corp. Credit Rating over Poor Performance
---------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Sbarro Inc. to 'CCC' from
'B-'. The outlook is negative. Melville, New York-based Sbarro had
$268 million of debt outstanding at Oct. 5, 2003.

The downgrade is based on the company's continued poor operating
performance, which has weakened cash flow protection measures, and
very poor liquidity after the termination of its revolving credit
facility. The facility was terminated after the company failed to
comply with covenants. Same-store sales fell 4.6% in the first
three quarters of 2003 after declining 4.8% in all of 2002; EBITDA
margins for the 12 months ended Oct. 7, 2003, decreased to 12%,
from 18% the year before. Higher cheese prices contributed to the
decline. As a result, EBITDA fell 48% to $19 million in the first
three quarters of 2003.

"The ratings on Sbarro reflect the risks associated with operating
in the highly competitive restaurant industry, the company's
vulnerability to reduced mall traffic, a highly leveraged capital
structure, and very limited liquidity," said Standard & Poor's
credit analyst Robert Lichtenstein. These risks are partially
offset by the Sbarro's established brand of Italian specialty
foods. The company is very highly leveraged as a result of the
Sbarro family's taking the company private in a $400 million LBO
in 1999. Total debt to EBITDA was 8x as of Oct. 7, 2003, compared
with 6x the year before.

Liquidity is limited to only cash balances ($31 million as of
Oct. 7, 2003), as the company's revolving credit facility was
terminated. Sbarro had not been in compliance with its amended
bank loan covenants in 2003. Maturities are light, as the
company's senior notes do not mature until 2009 . Standard &
Poor's believes the company will be challenged to service debt and
fund capital expenditures. Moreover, the company has contingent
liabilities of about $16 million relating to investments in other
concepts.


SCHWARTZ ELECTRO: Closes Sale of Remaining Assets to OSI Systems
----------------------------------------------------------------
OSI Systems, Inc. (Nasdaq:OSIS), has completed a $1.5 million
acquisition of substantially all remaining assets of Schwartz
Electro-Optics, Inc.

These assets constitute a business in the design, manufacturing
and sales of laser-based remote sensing devices. The acquisition
was completed through a bankruptcy court supervised auction of
SEO's assets. The newly acquired business will now operate as OSI
Laserscan. OSI had previously acquired SEO's weapons simulation
business, which currently operates as OSI Defense Systems, LLC.
Both OSI Laserscan and OSI Defense Systems, LLC are based in
Orlando, Florida.

Current applications for Laserscan's precision remote sensing
technology include traffic management, agricultural management,
and mapping. Assets acquired include employees, equipment, all
associated technologies including 11 issued U.S. patents, as well
as a number of pending patents.

Autosense(TM), OSI Laserscan's core product, a laser-based
scanning system is used to detect and classify vehicles in toll
and traffic management applications. It has quickly become one of
the leading components in the toll and traffic management markets,
replacing many other systems because of its unique non-invasive
design. OSI Laserscan will continue to implement existing
contracts for Autosense(TM) with the Florida Department of
Transportation, Transcore LP, Raytheon TMS, 407ETR, and other
system integrators in the Intelligent Transportation Systems
marketplace. Autosense(TM) is installed at numerous toll crossings
including those in Florida, Maine, New York, and California among
other states; internationally Autosense(TM) products are also
deployed in Canada, Korea, Italy, France, and Japan.

Other products to be marketed by OSI Laserscan include a Robotic
Sensor developed with General Dynamics Robotic Systems Division
for use in the US Army's Future Combat Vehicle program;
Treesense(TM), a precision farming sensor mounted to orchard spray
machines to provide intelligent control of fertilizer and
pesticide use; and Toposense(TM), a laser system utilized by
topographical surveying companies for real time three dimensional
mapping.

Jeff Saunders, former President of SEO, will serve as the
President of OSI Laserscan.

"OSI's acquisition of this business opens an exciting new chapter
for this technology, with the prospect of expanded opportunities
in new markets," said Jeff Saunders, President of OSI Laserscan.

Saunders continued, "SEO had been important in the development of
Florida's high tech economic development efforts, and we are
excited that OSI has decided to maintain the presence of both
companies in Florida."

"SEO's products and technologies fit perfectly into the strategic
vision we have formulated for the continued growth of our
optoelectronic product lines," said Deepak Chopra, Chairman and
CEO of OSI Systems, Inc. "Our significant global manufacturing and
distribution capabilities will provide them with leverage as they
seek to enter new markets internationally."

Chopra continued, "In addition to being complementary to our core
optoelectronics focus, there is opportunity for using the
Autosense(TM) technology to create an intelligent, semi-automated
vehicular inspection checkpoint, one that is able to facilitate a
higher throughput by pre-emptively defining the scan zone,
anticipating mechanical scan rate, and potentially adjusting the
intensity of the inspection source."

Founded in 1984, Schwartz Electro-Optics, Inc., has achieved
worldwide recognition as a pioneer in the design and manufacture
of solid-state lasers. SEO produces a variety of laser systems for
the commercial and government markets worldwide. Previous product
lines included laser-based weapon simulation systems, laser
sensors for traffic management, precision farming and art
conservation. In addition, SEO was engaged annually in government
and privately funded research and product development projects.
The company is headquartered in Orlando, Florida.

OSI Systems Inc. is a diversified global developer, manufacturer
and seller of optoelectronic-based components and systems. The
company has more than 30 years of optoelectronics experience, and
through its family of subsidiaries, competes in four specific
growth areas: OEM Manufacturing, Security, Medical and Fiber
Optics. For more information on OSI Systems Inc. or any of its
subsidiary companies, visit http://www.osi-systems.com/


SK GLOBAL: Wants Plan-Filing Exclusivity Extended to March 18
-------------------------------------------------------------
Since the Petition Date, SK Global America, Inc., its personnel
and professionals have worked diligently in administering the
Chapter 11 case and addressing a vast number of administrative
and business issues.  The Debtor expended substantial time and
resources on issues relating to its orderly transition to
operating in a Chapter 11 context.  

According to Scott E. Ratner, Esq., at Togut, Segal & Segal LLP,
in New York, the Debtor's personnel and its professionals were
also consumed during the first 120 days of its bankruptcy case
with a myriad of issues that were complex and time-intensive,
including, but not limited to:

   (a) responding to requests for information from the Parent, SK
       Networks Co. Ltd., formerly known as SK Global Co. Ltd,
       and others in connection with the consummation of the
       Foreign and Korean Exchange;

   (b) negotiating with Cho Hung Bank and Korea Exchange Bank
       representatives regarding the impact of the Chapter 11
       case and the global restructuring on their alleged
       security interests and claims;

   (c) responding to information requests from the Debtor's
       creditors and the U.S. Trustee;

   (d) negotiating with Bank One regarding the release of more
       than $70,000,000 frozen by the bank pursuant to a
       prepetition restraining order; and  

   (e) preparing and filing the Debtor's Schedules and Statement
       of Financial Affairs.

The Debtor's latest progress includes the filing of its Schedules
on September 30, 2003, and obtaining a Court order fixing
today as its claims bar date.

Because the Foreign Exchange and Korean Exchange were only
recently consummated, the Debtor has not yet had a meaningful
opportunity to assess its impact on its estate or to formulate an
appropriate Chapter 11 plan.  

SK Networks now holds an exceedingly high percentage of the
claims asserted against the Debtor.  Thus, attempting to
formulate a Chapter 11 plan as of this time, without SK Networks'
participation, and without better understanding of the universe
of outstanding claims, would be a wasteful exercise in futility,
Mr. Ratner asserts.  On the other hand, the Debtor believes that
it will be in a better position to address claim classification,
treatment and related issues, on the expiration of its Bar Date.

Section 1121(b) of the Bankruptcy Code provides a debtor with the
exclusive right to file a plan until 120 days after the date of
the order for relief.  Section 1121(b) authorizes the Court to
extend the Debtor's exclusive periods to file a plan and solicit
acceptances of the plan "for cause" after notice and a hearing.

Accordingly, SK Global America asks Judge Blackshear to extend
its exclusive period to file a Chapter 11 plan to March 18, 2004
and its exclusive period to solicit acceptances of that plan to
and including May 18, 2004.

Mr. Ratner argues that it is premature and unreasonable to expect
the Debtor, at this early stage of its large and complex Chapter
11 case, to be in a position to promulgate a plan.  

Mr. Ratner points out that a court's decision to extend a
debtor's exclusive period is based on the facts and circumstances
of each particular case.  The relevant factors considered in
determining whether cause exists to extend the exclusive periods
are:

   (a) The size and complexity of the Chapter 11 case;

   (b) The degree of progress that has been achieved by the
       debtor in the Chapter 11 process whether a viable plan of
       reorganization can be reasonably expected to be filed by
       the debtor in the foreseeable future; and  

   (c) Whether the debtor has shown progress in attempting in
       good faith to formulate a viable plan of reorganization.

Given the facts and circumstances surrounding the Debtor's
Chapter 11 case, particularly the size, complexity and early
stage of the case and the progress made so far, Mr. Ratner
asserts, ample cause exists for the Court to extend the Debtor's
exclusive periods.

           Cho Hung & Korea Exchange Support Extension

Cho Hung Bank and Korea Exchange Bank believe that a 120-day
extension of the exclusive periods is reasonable and should be
approved.

According to Robert N.H. Christmas, Esq., at Nixon Peabody LLP,
in New York, Cho Hung Bank and Korea Exchange Bank are two of the
Debtor's senior secured creditors holding valid and perfected
claims in principal amounts of:

   -- $89,000,000 for Cho Hung Bank; and

   -- $77,276,8333 plus accrued interest to July 21, 2003 of
      $756,259, for Korea Exchange Bank.  

Both Banks are well aware of the status of the restructuring of
the Debtor's Korean parent under the Korean restructuring law --
the Corporate Restructuring Promotion Act of 2001.  Both Banks
have also been advised by the Debtor's representatives of the
Debtor's intent to implement a consensual liquidation.  Cho Hung
Bank and Korea Exchange Bank understand that the Debtor largely
ceased operations postpetition and is already engaged in a de
facto wind-down of its operations.

Subject to actual agreement eventually reached by the parties-in-
interest in the case on the terms of a consensual liquidating
plan that appropriately gives effect to the senior secured status
of their claims, Cho Hung Bank and Korea Exchange Bank are
prepared to support, in principle, the prompt negotiation and
implementation of the plan, Mr. Christmas says.

Accordingly, Cho Hung Bank and Korea Exchange Bank support the
Debtor's request to extend the exclusive periods.  However, given
that the Debtor already ceased operations and no longer intend to
reorganize as an operating business, both Banks believe that the
Debtor can and should be able to come to terms with its creditor
body on a plan of reorganization within the requested four-month
period.  While the case is still large in terms of the magnitude
of the Debtor's liabilities, it is no longer particularly
complex.

The Debtor advised the Banks that it holds $100,000,000 in cash
and that it will be able to collect an additional $50,000,000
from existing accounts receivable and inventory.  According to
the Debtor, these amounts do not take into account claims or
potential claims against its affiliates or its corporate parent,
which represent an additional potential source of recovery for
the creditors.

"Resolving the plan issues in this case requires nothing more
than agreeing how the existing cash and other assets will be
divided, and what provision will be made for pursuing potential
claims and causes of action," Mr. Christmas explains.  There is
nothing about these tasks that should require more than four
months of negotiation.  Hence, Cho Hung Bank and Korea Exchange
Bank expect that both the negotiations and the drafting and
filing of a plan of reorganization and disclosure statement
should be completed within that time period. (SK Global Bankruptcy
News, Issue No. 8; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


SLATER STEEL: September Balance Sheet Upside Down by $133.8-Mil.
----------------------------------------------------------------
Slater Steel Inc. reported a loss before unusual items, interest,
income taxes and discontinued operations (Renown Steel) of $74.1
million. Included in this amount is a $40.6 million provision
related to the write-down of inventory and accounts receivable to
net realizable value at Atlas Specialty Steels, Fort Wayne
Specialty Alloys and Lemont. Approximately $67.5 million of the
$74.1 million loss relates to these operations. This performance
compares to operating earnings of $1.7 million in the
corresponding quarter in 2002.

Slater's stainless steel bar operations, Atlas Specialty Steels
and Fort Wayne Specialty Alloys, are in the process of being
temporarily idled as the Company does not have sufficient
liquidity to fund the magnitude of losses that they were
experiencing. In addition, Lemont has been idled as Slater does
not have adequate liquidity to ramp up operations and fund working
capital at the facility. The Company has initiated a process to
solicit qualified buyers and/or investors for Atlas Specialty
Steels and has commenced a process under section 363 of the U.S.
Bankruptcy Code to sell Lemont. Slater expects to commence a
similar process in the near term for the sale of Fort Wayne
Specialty Alloys.

"Slater continues to operate Hamilton Specialty Bar, Atlas
Stainless Steels and Sorel Forge in the normal course of business
and is making significant progress in developing a business plan
for the restructuring or going concern sale of these operations,"
said Paul A. Kelly, president and chief executive officer, Slater
Steel Inc. "Our current focus is on achieving significant labour
savings at Hamilton Specialty Bar and Atlas Stainless Steels,
which is critical to Slater's ability to complete the
restructuring." Excluding unusual items and income tax, these
operations recorded a loss of approximately $6.6 million in the
third quarter.

In order to allow the Company time to stabilize and develop a
revised business plan, the Company has, in Canada, obtained a
general stay under the Companies' Creditors Arrangement Act which
has been extended to November 28, 2003. The Company intends to
make application to the Ontario Superior Court of Justice on
November 25, 2003 to extend the period of protection to January
30, 2004. In addition, the Company's debtor-in-possession (DIP)
facility terminates, in accordance with its terms, on December 1,
2003 unless extended with the consent of the Company and the DIP
lenders. The Company believes it will shortly reach an agreement
with the DIP lenders to extend the DIP facility to January, 2004.

The Company once again stated that it does not expect that
shareholders will receive any value through the implementation of
its business plan.

Slater's net loss in the third quarter of 2003 was $247.5 million,
or a loss of $16.37 per share ($16.37 per diluted share), versus
net earnings from continuing operations of $3.5 million, or $0.23
per share ($0.23 per diluted share), in the same quarter a year
earlier. In addition to the $40.6 million provision described
above, Slater's third quarter net loss includes $173.2 million in
unusual items related to the write-down of equipment and recording
of costs connected with the idling of Atlas Specialty Steels, Fort
Wayne Specialty Alloys and Lemont. The majority of these charges
were non-cash items. In addition, $5.5 million in fees and
expenses related to the creditor protection proceedings was also
incurred in the quarter.

For the nine months of 2003, Slater's loss before unusual items,
interest, income tax and discontinued operations (Renown Steel)
was $110.9 million. This amount includes the $40.6 million third
quarter provision related to the write-down of inventory and
accounts receivable to net realizable value at Atlas Specialty
Steels, Fort Wayne Specialty Alloys and Lemont. These results
compare to operating earnings of $10.8 million in the comparable
period a year earlier.

For the nine-month period ended September 30, 2003, Slater
reported a net loss of $300.8 million, or a loss of $19.90 per
share ($19.90 per diluted share), compared to net income of $7.4
million, or $0.53 per share ($0.51 per diluted share), in the
comparable period in 2002. Third quarter and year-to-date 2002
earnings from discontinued operations are related to the results
of Renown Steel, which was sold in the second quarter of 2002.

Consolidated sales for the three months ended September 30, 2003
were $145.0 million, versus $169.2 million in the corresponding
period a year earlier. The year-over-year decline in sales is
attributed to a combination of weak market conditions and the
effect of exiting the stainless steel bar business operations.

For the three-month period ended September 30, 2003, operating
cash flow from continuing operations, before changes in working
capital, consumed $77.2 million. Working capital generated cash of
$74.5 million, as a result of lower inventory levels and reduced
accounts receivable balances. Cash from continuing operations,
after working capital changes, consumed $2.7 million in the
quarter. In the comparable quarter in 2002, cash from continuing
operations, after working capital changes, consumed $10.2 million.

At September 30, 2003, the Company's net debt was $188.6 million,
including $24.6 million under the DIP facility, compared to net
debt of $162.5 million at September 30, 2002. As at October 31,
2003, borrowings under the DIP facility stood at $16.6 million.

For the quarter ended September 30, 2003, the stainless steel  
group reported a segmented loss of $66.1 million, before asset
impairment charges. The loss is primarily related to the stainless
steel bar business. Due to the temporary idling of Atlas Specialty
Steels and Fort Wayne Specialty Alloys, the Company wrote down the
facilities' assets to fair market value resulting in an asset
impairment charge of $154.3 million in the third quarter. In
addition, the segment recorded a $39.7 million provision to write
down stainless steel bar receivables and inventory to net
realizable value. A number of factors adversely impacted the
segment's financial performance in the quarter including the
decision to exit the stainless steel bar business, high input
costs, reduced stainless steel bar volumes and a continued decline
in average selling prices. In the corresponding quarter in 2002,
the stainless steel group reported segmented earnings of $6.5
million, which included pre-tax income of $6.0 million related to
the reversal of a provision accrued for an integration plan
developed in conjunction with the acquisition of the Atlas Steels
business in August 2000.

For the third quarter of 2003, the specialty carbon steel group
recorded a segmented loss of $5.8 million, before asset impairment
charges related to Lemont. As a result of the idling of Lemont,
the Company wrote down the facility's assets to fair market value
resulting in an asset impairment charge of $18.9 million in the
third quarter. In the comparable quarter a year earlier, the
specialty carbon steel group reported segmented earnings of $1.8
million. The specialty carbon group's results were negatively
impacted by lower volumes, the power blackout in August, as well
as rising scrap costs. While the Company has scrap adjustment
surcharges on a significant portion of its business, these
surcharges did not fully offset the increase in scrap costs during
the quarter. It should be noted that Lemont was acquired on
September 7, 2002 and that start-up costs related to the facility
were deferred and therefore were not included in third quarter
2002 financial results.

Slater Steel Inc.'s September 30, 2003, balance sheet reports a
working capital deficit of about $169.6 million and a net capital
deficit topping $133.8 million.

Slater Steel Inc. common shares are listed on The Toronto Stock
Exchange and trade under the symbol SSI. At September 30, 2003,
Slater Steel reported 15,114,895 common shares outstanding.

Slater Steel is a mini mill producer of specialty steel products.
The Company's mini mills are located in Fort Wayne, Indiana,
Lemont, Illinois, Hamilton and Welland, Ontario and Sorel-Tracy,
Quebec. The Fort Wayne, Illinois and Welland, Ontario facilities
are in the process of being temporarily idled. The Lemont,
Illinois facility is in the process of being sold.


SMITHFIELD FOODS: Reports Substantially Improved Q2 Results
-----------------------------------------------------------    
Smithfield Foods, Inc. (NYSE: SFD)(S&P, BB+ Corporate Credit
Rating, Negative), announced earnings for the second quarter of
fiscal 2004, ended October 26, of $36.2 million, or $.33 per
diluted share, versus net income of $4.1 million, or $.04 per
diluted share, last year.  Second quarter sales were $2.1 billion
versus $1.8 billion last year.

Net income from continuing operations, excluding Schneider
Corporation results, was $31.9 million, or $.29 per diluted share,
compared with breakeven results last year.  On September 25,
Smithfield announced a definitive agreement to sell Schneider, its
wholly-owned Canadian subsidiary, to Maple Leaf Foods Inc.  The
sale, which is subject to regulatory approval, is expected to
close before the end of the company's fiscal year.

Following are the company's sales and operating profit from
continuing operations by segment*:
        
                        13 Weeks Ended         26 Weeks Ended
                       Oct. 26,  Oct. 27,      Oct. 26,  Oct. 27,
    (in millions)        2003      2002          2003      2002
     Sales
        Pork           $1,157.2  $1,046.9      $2,290.2  $2,076.6
        Beef              660.0     526.0       1,265.4   1,085.0
        Hog Production    304.0     223.4         639.7     497.2
        Other             192.6     165.4         366.1     314.9
                        2,313.8   1,961.7       4,561.4   3,973.7
     Intersegment        (254.1)   (189.2)       (520.1)   (398.9)
           Total Sales $2,059.7  $1,772.5      $4,041.3  $3,574.8
    
    
     Operating Profit (Loss)
        Pork              $42.5     $51.5         $24.9     $52.9
        Beef               40.1      20.0          72.0      41.9
        Hog Production      3.4     (38.2)         61.5     (19.3)
        Other               2.1       3.3          (1.6)      7.6
        Corporate         (13.9)    (15.1)        (28.7)    (30.0)
           Total Operating Profit
            (Loss)         $74.2     $21.5        $128.1     $53.1
    
    * Note: In connection with the sale of Schneider Corporation,
            the company's international meat processing
            operations, which were previously reported in the
            International segment, have been reclassified to
            Other, along with the company's turkey processing and
            Production operations.
    
In the quarter and for the year to date, sales from continuing
operations increased on higher pricing, both in beef and pork,
reflecting the impact of higher raw material costs in pork and
continued strong demand for beef. Operating profit in hog
production improved substantially as a result of higher live hog
prices.

Fresh pork results improved in the quarter over the previous year,
as market conditions improved somewhat.  Processed meats margins
were lower, reflecting the impact of substantially higher raw
material costs that could not be fully passed through in product
pricing.  Processed meats and prepared foods volume rose seven
percent.  Overall volume was virtually flat, as fresh pork volume
declined eight percent, as the company continues to shift more of
its sales to further processed and value-added products.

In the prepared foods categories, the company recorded double-
digit volume increases in the following pre-cooked products:
bacon, sausage, entrees and ribs.  In the traditional processed
meats categories, hot dogs, dry sausage and 4X6 sliced ham also
grew at double-digit rates.  This exceptional increase in
processed meats volume reflects the company's continued focus on
using its raw materials internally and growing the value-added
sector of the business.

Operating profit in the beef segment doubled as a result of
continued strong demand for beef, in spite of record high cattle
prices. Prices for live cattle reached record levels following the
ban on Canadian cattle, combined with lower cattle supplies in the
United States.  Reflecting these lower supplies, beef volume was
three percent below last year.

Hog production operations reported a modest operating profit
versus a loss of $38.2 million a year ago, as live hog market
prices averaged about $39 per hundredweight, about $10 per
hundredweight above last year.  After allocation of interest
costs, the company's live production operations were unprofitable.
Live hog prices remained somewhat depressed because of higher
shipments of live hogs from Canada to the United States.  Raising
costs were about the same as the first quarter, but somewhat above
the same quarter a year ago, reflecting higher grain costs over
the past year.

Joseph W. Luter, III, chairman and chief executive officer, said
that he was generally pleased with the results of the quarter.
"Our pork and beef operations are healthy and our processed meats
business is growing faster than the industry.  The influx of
Canadian hogs into the United States continues to alter the normal
supply and demand effect on live hog prices, resulting in
continued losses for hog producers and threatening the viability
of many smaller producers.  However, these conditions will not
remain for an extended period of time.  The longer that the lack
of profitability lingers in the industry, the stronger it will
rebound, just as we have seen in the beef industry," said Mr.
Luter.

The company recently announced the acquisition of Cumberland Gap,
a premium-branded producer of hams.  Farmland Foods was acquired
from Farmland Industries effective October 28.  The earnings from
Farmland are expected to be immediately accretive and more than
offset the earnings loss associated with the sale of Schneider,
currently reflected as discontinued operations. The company also
acquired the assets of Alliance Farms, with assets located in
Colorado and Illinois.  "We have major cost savings opportunities
in some areas of these companies, which should provide an
opportunity to improve near-term profitability," Mr. Luter said.

Mr. Luter said that he was optimistic about the remainder of
fiscal 2004. "Early indications are that we will have a good third
quarter.  Our beef operations continue to be strong and our
processed meats business continues to show significant growth in
several product categories.  The futures market reflects improving
prices for live hogs late in the third quarter and into our fiscal
fourth quarter.  Finally, the addition of Farmland looks to be a
significant contributor to earnings immediately," said Mr. Luter.

With annualized sales of $9 billion, Smithfield Foods is the
leading processor and marketer of fresh pork and processed meats
in the United States, as well as the largest producer of hogs. For
more information, please visit http://www.smithfieldfoods.com/
    

THRONBURG MORTGAGE: Fitch Gives Stable Outlook to BB Note Rating
----------------------------------------------------------------
Fitch Ratings initiates coverage of Thornburg Mortgage, Inc.'s
$255 million of senior unsecured notes at 'BB'. The Rating Outlook
is Stable. The rating initiation includes the follow-on offering
of $55 million that Thornburg priced on Nov. 17.

Thornburg Mortgage's rating strengths focus on its high quality
earning asset base, which consists of nearly 89% 'AAA'-rated
residential mortgage backed securities. In addition, approximately
8% of the company's earning assets consist of unsecuritized whole
loans with an average FICO score of 738 and a weighted average
loan-to-value of under 70%. Thornburg Mortgage's asset base has
among the lowest credit risk profiles in Fitch's finance company
universe.

Fitch also believes that Thornburg Mortgage's financial profile is
less susceptible to prepayment risk than many companies operating
in the mortgage business as a result of its lack of mortgage
servicing rights and gains-on-sale. This level of asset quality
has allowed the company to maintain leverage (debt divided by
equity) in the 14x to 15x range. Thornburg Mortgage has a policy
to operate with an equity-to-assets ratio of at least 8%. In
calculating this ratio, the company excludes other comprehensive
income (or loss) and assets financed with non-recourse debt and
the related equity and includes the senior notes as an addition to
equity. At Sept. 30, 2003, the adjusted equity-to-assets ratio was
9.7%. Asset quality also drives the company's solid risk-adjusted
capitalization, as most of its assets do not require a high level
of equity capital support.

Thornburg Mortgage has carefully managed its interest rate risk
profile by reducing its duration gap to 1.9 months through the use
of short-term financing and a comprehensive hedging program.
Management has recognized interest rate duration matching as one
of the company's biggest challenges and has devoted substantial
resources to managing it efficiently. This is particularly
important given the potential for a rising interest rate
environment in the near future.

Rating concerns are focused on the company's reliance on reverse
repurchase agreements for financing, which provided nearly 74% of
total capital at Sept. 30, 2003. Fitch believes that the
relatively short average reverse repurchase maturities of 6.4
months compared to much longer asset maturities leave the company
exposed to roll-over risk. This is compounded by the absence of
available committed back-up liquidity for MBS assets. Despite the
enormous breadth and depth of the MBS and reverse repurchase
markets, the absence of committed backup liquidity leaves
Thornburg Mortgage exposed in the event of a disruption in the
company's ability to access these markets.

While Fitch estimates that Thornburg Mortgage has approximately $8
billion of available liquidity at Sept. 30, only about $500
million of this is committed or cash. Further, the committed
liquidity is only available on a secured basis for whole loans and
none is available for longer than one year. Thornburg Mortgage's
nearly $2 billion inventory of 'AAA' agency MBS and $13 billion of
private issuer MBS securities are generally highly liquid and
widely held instruments. However, only a small component of these
are unencumbered.

Thornburg Mortgage has made progress towards diversifying its
funding profile over the past 12 months. The company has completed
over $2.4 billion of third party term securitizations, issued $250
million of senior unsecured debt, and increased its committed
liquidity by $150 million. Thornburg Mortgage has also
successfully diversified its sources of reverse repurchase
financing, and now has a total of 24 providers with none providing
an outsized proportion of capital. Fitch views these steps
favorably and will continue to watch as management takes similar
additional steps in the future.

The company's rate of growth in 2002 and 2003 has exceeded 80% per
annum. As a finance company, this level of expansion causes
concerns as rapid growth can mask credit or operating issues,
although none seem apparent at Thornburg Mortgage. Fitch will
continue to monitor the portfolio as it seasons. This growth has
driven the company's significant increases in net income over the
last several years and, to a lesser degree, increases in leverage.
Thornburg Mortgage's growth has been motivated in part by the
strong mortgage market over the past two years as well as
significant increased depth and diversity of the company's
origination channels.

Thornburg Mortgage is based in Santa Fe, NM and is the nation's
largest mortgage real estate investment trust (REIT). The company
is focused on underwriting, purchasing, and holding investments in
adjustable-rate residential mortgages. Thornburg Mortgage
originates and purchases adjustable-rate jumbo mortgages backed by
single-family residential properties owned by predominantly high
quality borrowers. The company is also an originator as well as
purchaser of mortgage-backed securities from Freddie Mac, Fannie
Mae, and a diverse range of private institutions. As of Sept. 30,
2003, the company was the nation's 14th largest jumbo mortgage
originator and approximately the 81st overall originator of
residential mortgages. As of Sept. 30, 2003, Thornburg Mortgage
had $17.3 billion of assets and $1.1 billion of shareholders'
equity.


TOYS R US: Taps Hilco Merchant to Direct Kids 'R' Us Liquidation
----------------------------------------------------------------
Toys "R" Us is shuttering all 146 Kids "R" Us and 36 Imaginarium
outlet stores.  The company reports that the 180 store closings
will result in a $280 million charge.  Approximately 3,800 workers
will lose their jobs. Kids "R" Us sales have steadily declined
since 2000, resulting in significant losses at the chain.  

Hilco Merchant Resources has been selected to provide store-
closing services to Kids "R" Us and Imaginarium freestanding
stores.  The services Hilco Merchant Resources will provide
include store closing events and inventory liquidation.

"We are pleased to have been chosen by Kids "R" Us and are
confident that our background and expertise will result in a
smooth transition period for the company," stated Michael Keefe,
President of Hilco Merchant Resources. "The sales events,
beginning today, will afford consumers the opportunity to take
advantage of tremendous savings just in time for the holiday
season."

Sales will take place in 146 freestanding Kids "R" Us clothing
stores and 36 freestanding Imaginarium stores, the majority of
which are expected to close on or before January 31, 2004.  
A complete list of stores affected is available at the Investor
Relations section of the Toys "R" Us, Inc. Web site at
http://www.toysrusinc.com/

Toys "R" Us, Inc. remains committed to the apparel business and
the learning and creativity toy businesses and will continue to
support these businesses within Toys "R" Us, Babies "R" Us and
Geoffrey stores, and at Toysrus.com.

More than $200 million of Kids "R" Us current inventory will be
liquidated during the holiday shopping season. Original prices
will be reduced on items in every department, including apparel,
shoes and accessories. Imaginarium stores, which feature
creativity and learning toys, are also offering discounts on all
store merchandise.

Based in Northbrook, IL, Hilco Merchant Resources --
http://www.hilcomerchantresources.com-- provides high yield  
strategic retail inventory liquidation and store closing services.
Over the years, Hilco principals have disposed of assets valued in
excess of $30 billion. Hilco Merchant Resources is part of the
Hilco Organization, a provider of asset valuation, acquisition,
disposition and financing to an international marketplace through
eight specialized business units. Hilco serves retailers,
manufacturers, wholesalers, distributors and importers, direct and
through their financial institutions and consulting professionals.
Services include: retail store, warehouse and factory closings,
and inventory liquidations, through sales and auctions; asset
appraisals covering retail and industrial inventory, machinery,
equipment, accounts receivables and real estate; disposition of
commercial and industrial real estate and leaseholds; purchase and
liquidation of distressed accounts receivables portfolios;
acquisition and re-marketing of excess wholesale consumer goods
inventories; and secured debt and equity financing. The Hilco
organization, headquartered in Chicago, has offices in Boston; New
York; Los Angeles; Oakland; Atlanta; Flagstaff; Charlotte;
Detroit; and London, England. For more information please visit
its Web site at http://www.hilcotrading.com/

                      The Wal-Mart Problem

Joseph Pereira, writing for The Wall Street Journal, relates that
Toys "R" Us and Wal-Mart compete fiercely at Christmas time.  "A
recent comparison of prices at the two chains by Bank of America
Securities showed that shoppers would have to pay $784 [at Toys
"R" Us] for a basket of 15 toys compared to $689 at Wal-Mart,"  
Mr. Pereira notes.  In late October, this year, Wal-Mart began
cutting prices on its toy inventory -- two or three weeks earlier
than usual.  Some analysts, Mr. Pereira reports, think Wal-Mart
cuts prices below their cost.  

As previously reported, Fitch Ratings affirmed its ratings of Toys
'R' Us' senior notes at 'BB+', and revised the company's Rating
Outlook to Negative from Stable. Approximately $3.3 billion of
debt was affected by the rating action. Separately, Fitch withdrew
TOY's 'B' commercial paper rating.


UNITED AIRLINES: Court Okays Extension of Bain's Engagement
-----------------------------------------------------------
The United Airlines Debtors asked and obtained Court approval to
extend the employment of Bain & Company as strategic consultants
and negotiating agents in connection with the Express Carrier
Agreements.

The Debtors will expand Bain's services beyond that contemplated
in either the First or Second Letter of Proposal.  Also, the
Debtors will compensate Bain under a different fee structure for
five months, effective November 1, 2003.

Bain will continue to support the detailed planning and
implementation of the ACA transition plan and assist in finalizing
other express carrier agreements.

For the months November 2003 through March 2004, Bain's fees will
be $423,000 per month, plus expenses.  Fees are calculated using
the same rates and discounts as in prior applications. (United
Airlines Bankruptcy News, Issue No. 31; Bankruptcy Creditors'
Service, Inc., 215/945-7000)   


UNITED AIRLINES: Reports Strong Results for October 2003
--------------------------------------------------------
UAL Corporation (OTC Bulletin Board: UALAQ), the holding company
whose primary subsidiary is United Airlines, filed its October
Monthly Operating Report with the United States Bankruptcy Court.

The Company reported a net income for October of $25 million,
excluding reorganization expenses of $149 million. The majority of
reorganization expenses were non-cash items resulting from the
rejection of aircraft as the company aligns its fleet to the
market. Operating profit for the month was $60 million. This is an
improvement of about $300 million compared to October one year
ago. Positive cash flow during the month was $7 million per day,
excluding a quarterly retroactive wage payment to International
Association of Machinists members of $63 million. UAL met the
requirements of its debtor-in-possession (DIP) financing for the
ninth straight month.

"What these results point to is that United's restructuring has
established a foundation for success -- it is back in the game,
competing," said Glenn F. Tilton, chairman, president and chief
executive officer. "We still have work to do, but United's steady
progress shows that we are creating an airline that will be
profitable and sustainable for the long term."

"Month after month, United continues to generate solid financial
results," said Jake Brace, United's executive vice president and
chief financial officer. "Cash flow remains strong, and we ended
the month with a cash balance of $2.5 billion. UAL's systemwide
passenger unit revenue was up 9% year-over-year -_ well ahead of
the industry average. We met the requirements of our DIP covenants
and expect to meet them for November as well."

UAL generated positive cash flow of about $206 million, excluding
a quarterly retroactive wage payment to International Association
of Machinists members of $63 million. UAL ended October with a
cash balance of about $2.5 billion, which included $650 million in
restricted cash (filing entities only). As part of its DIP
financing agreements, UAL's lenders required the Company to
achieve a cumulative EBITDAR (earnings before interest, taxes,
depreciation, amortization and aircraft rent) of $46 million
between December 1, 2002 and October 31, 2003.

"United employees once again delivered strong operational
performance in spite of the challenges presented by the wildfires
in California and the increase in load factor over last year,"
said Pete McDonald, executive vice president _ Operations.
"Systemwide, 77 percent of United flights departed exactly on
time. On-time arrivals within 14 minutes was 86.2 percent."

Separately, in response to a New York Times article from
November 20, 2003, regarding pensions, Brace stated, "Some people
are trying to confuse our situation. The facts are that we can
fund our pension obligations on the standard, non-accelerated
timetable; we intend to continue to fund our pension obligations;
and we do not want to shift this burden to the Pension Benefit
Guaranty Corporation and the American taxpayer.

"The only issue we have is the significantly accelerated pension
funding schedule currently mandated. United, along with many other
companies, supports the efforts in Congress to modify this
accelerated timeline and smooth out pension contributions in the
short term. This would enable companies to protect the pension
benefits of millions of American workers and retirees for the
future. We are emphatically not seeking government aid or asking
the government to take over our obligations."

United and United Express operate more than 3,400 flights a day on
a route network that spans the globe. News releases and other
information about United may be found at the company's Web site at
http://www.united.com/


US TIMBERLANDS: S&P Cuts Credit & Sr Unsec. Debt Ratings to CC
--------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its corporate credit
rating to 'CC/Developing/--' from 'CCC+/Negative/--' and senior
unsecured debt ratings on U.S. Timberlands Klamath Falls LLC to
'CC' from 'CCC+'.

"The downgrade was prompted by the company's failure to make a
Nov. 17, 2003, scheduled interest payment on its $225 million
9.625% senior unsecured notes," said Standard & Poor's credit
analyst Dominick D'Ascoli. The outlook is developing, which means
that ratings could be raised or lowered. The developing outlook
incorporates management's efforts to sell assets in order to raise
enough funds to make the interest payment within the 30-day grace
period allowed under the indenture. If successful, ratings will
likely be raised to 'CCC'. If not, ratings will be lowered to
'D'.

This is the second time the company has missed a scheduled
interest payment. In 2002, the company was able to make the May 15
interest payment within the 30-day grace period, avoiding default.

The ratings reflect the significant deterioration in the volume of
merchantable timber on U.S. Timberlands Klamath Falls LLC's
properties during the past few years. This has occurred as a
result of aggressive harvest levels and transfers of property and
cutting rights to an affiliate, U.S. Timberlands Yakima LLC.

The company's principal operations consist of growing and
harvesting timber and selling logs and standing timber to third-
party wood processors. Log prices have fallen sharply during the
past few years despite a high level of housing construction and
remodeling. Price weakness can be traced to customer
consolidation, technological improvements in sawmilling resulting
in higher log yields, and an increase in low-cost imported logs
and wood products. Consequently, in order to generate cash flow to
meet the interest expense on its heavy debt load, the company has
needed to harvest at levels well above the timber growth rate and
its original harvest plans. Harvest restrictions contained in the
indenture governing its $225 million senior unsecured notes have
not meaningfully curtailed cutting to date.



VENTAS INC: Will Acquire ElderTrust in $184 Million Transaction
---------------------------------------------------------------
Ventas, Inc. (NYSE:VTR) and ElderTrust (NYSE:ETT) said that the
two companies have entered into a definitive merger agreement for
Ventas to acquire all of the outstanding common shares of
ElderTrust for $12.50 per share, in an all cash transaction valued
at $184 million.

"We are delighted to announce this merger agreement with
ElderTrust, another important step in our strategic
diversification plan. The transaction should be accretive to
Ventas's 2004 Funds From Operations, and ElderTrust's assets
represent an attractive addition to our portfolio," Ventas
Chairman, President and CEO Debra A. Cafaro said. "This merger
meets our stated goals of acquiring high quality assets in
preferred markets that generate sustainable cash flow and that are
operated by care providers with good reputations. We are
especially pleased that we will have Genesis as an important, new
tenant and that we have begun to diversify our investments into
assisted and independent living assets."

Upon completion of the transaction, Ventas will own ElderTrust's
18 healthcare and senior housing assets. The principal tenant of
these properties will be the eldercare and therapy business that
is currently an operating unit of Genesis Healthcare Ventures
(NASDAQ: GHVI), ElderTrust's primary tenant.

ElderTrust Executive Chairman and acting President and CEO Michael
R. Walker is the founder, former Chairman and CEO of Genesis.
Walker commented that, "This transaction delivers on our
assurances that we would maximize value for ElderTrust's
shareholders. We look forward to completing this merger with
Ventas."

The net purchase price of $152 million (before transaction
expenses) represents approximately a 10 percent capitalization
rate on ElderTrust's expected annual cash net operating income
from its properties of approximately $15 million. With the closing
of the transaction, which is expected to occur in the first
quarter of 2004, Ventas will add nine assisted living facilities,
one independent living facility, five skilled nursing facilities,
two medical office buildings and a financial office building to
its portfolio. The ElderTrust properties are located in
Pennsylvania, Massachusetts and New Jersey. A detailed schedule of
the assets to be acquired is attached to this Press Release. The
operators of the 15 senior housing and skilled nursing properties
in the portfolio, in addition to Genesis, are expected to include
Benchmark Assisted Living and Newton Senior Living, LLC, two high
quality privately held senior living operators based in
Massachusetts.

Ventas said that, on a full year basis, the transaction should add
five to seven cents to its fully diluted FFO per share. The
Company also said it expects to fund the $101 million equity
portion of the purchase price from: cash on ElderTrust's balance
sheet; proceeds Ventas should receive later this year from its
previously announced sale of 10 facilities to its primary tenant
Kindred Healthcare, Inc. (Nasdaq: KIND); and/or draws on the
Company's revolving credit facility. ElderTrust is projected to
have approximately $26 million in unrestricted cash, and $6
million of restricted cash, on its balance sheet at the closing.
Ventas's ownership of ElderTrust assets will be subject to
approximately $83 million of property level debt and other
liabilities.

ElderTrust owns approximately 96 percent of the partnership units
in ElderTrust Operating Limited Partnership, which, in turn, owns
all of ElderTrust's properties. At the closing of the transaction,
Ventas expects to acquire all of the limited partnership units in
ETOP directly from their owners at $12.50 per unit, excluding
31,455 Class C Units in ETOP (which will remain outstanding).

Successful completion of the merger, which is structured as a one-
step merger, will require approval from two-thirds of the
ElderTrust shareholders. As part of the transaction, Ventas has
obtained agreements from certain current and former ElderTrust
officers and directors, who own approximately twelve percent of
the outstanding ElderTrust shares, to vote in favor of the merger.
The transaction does not require the vote of Ventas shareholders.
The merger agreement will also be subject to satisfaction of
certain other conditions, including the completion of the
previously announced Genesis spinoff, which is expected to occur
in December 2003, and the implementation of agreements in place
between Genesis, ElderTrust and other third parties. There can be
no assurance that the merger will close or, if it does, when the
closing will occur.

Merrill Lynch is acting as Ventas's exclusive financial advisor,
and Wachovia Securities is acting as ElderTrust's exclusive
financial advisor, in the transaction.

ElderTrust is a real estate investment trust that invests in real
estate properties used in the healthcare services industry,
principally along the East Coast of the United States.

Ventas, Inc. -- whose September 30, 2003 balance sheet shows a
total shareholders' equity deficit of about $24 million -- is a
healthcare real estate investment trust that owns 44 hospitals,
202 nursing facilities and nine other healthcare and senior
housing facilities in 37 states. The Company also has investments
in 25 additional healthcare and senior housing facilities. More
information about Ventas can be found on its Web site at
http://www.ventasreit.com  


WEIRTON STEEL: Court Approves Amended Disclosure Statement
----------------------------------------------------------
Judge Friend approves Weirton Steel Corporation's Amended
Disclosure Statement, finding that it contains adequate
information within the meaning of Section 1125 of the Bankruptcy
Code and Rules 3017 and 3018 of the Federal Rules of Bankruptcy
Procedure. (Weirton Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., 215/945-7000)  


WESTAR ENERGY: Board of Directors Declares 4th-Quarter Dividend
---------------------------------------------------------------
The Westar Energy, Inc. (NYSE:WR) Board of Directors declared a
fourth-quarter dividend of 19 cents per share payable January 2,
2004, on the company's common stock.

The board also declared regular quarterly dividends on the
company's 4.25 percent, 4.5 percent and 5 percent series preferred
stocks payable January 1, 2004.

The dividends are payable to shareholders of record as of
December 9, 2003.

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


WESTPORT RESOURCES: Declares Dividend on 6.5% Conv. Preferreds
--------------------------------------------------------------
The Board of Directors of Westport Resources Corporation (NYSE:
WRC) declared the fourth quarter 2003 dividend of $0.40625 per
share per quarter on the Company's 6.5% Convertible Preferred
Stock, par value $0.01 per share (NYSE: WRCPR), payable
December 15, 2003 to shareholders of record as of December 5,
2003.

Westport (S&P, BB Corporate Credit and Senior Unsecured, and B+
Senior Subordinated Debt Ratings) is an independent energy company
engaged in oil and natural gas exploitation, acquisition and
exploration activities primarily in the Gulf of Mexico, the Rocky
Mountains, Permian Basin/Mid-Continent and the Gulf Coast.


WILLIAMS: Board Directors Declares Dividend Payable on Dec. 29
--------------------------------------------------------------
Williams' (NYSE: WMB) board of directors approved a regular
dividend of 1 cent per share on the company's common stock,
payable on Dec. 29 to holders of record at the close of business
on Dec. 12.  The company has paid a common stock dividend every
quarter since 1974.

Williams, through its subsidiaries, primarily finds, produces,
gathers, processes and transports natural gas.  Williams' gas
wells, pipelines and midstream facilities are concentrated in the
Northwest, Rocky Mountains, Gulf Coast and Eastern Seaboard.  More
information is available at http://www.williams.com

As reported in Troubled Company Reporter's October 16, 2003
edition, Fitch Ratings affirmed The Williams Companies, Inc.'s
outstanding senior unsecured notes and debentures at 'B+'. Also
affirmed are outstanding credit ratings for WMB's wholly-owned
subsidiaries Northwest Pipeline Corp., Transcontinental Gas Pipe
Line Corp., and Williams Production RMT Co. The Rating Outlook for
each entity has been revised to Positive from Stable. Details of
the securities affected are listed below.

The following is a summary of outstanding ratings affected by the
action:

   The Williams Companies, Inc.

        -- Senior unsecured notes and debentures 'B+';
        -- Feline PACs 'B+';
        -- Senior secured debt 'BB';
        -- Junior subordinated convertible debentures. 'B-'.

   Williams Production RMT Co.

        -- Senior secured term loan B 'BB+'.

   Northwest Pipeline Corp.

        -- Senior unsecured notes and debentures 'BB'.

   Transcontinental Gas Pipe Line Corp.

        -- Senior unsecured notes and debentures 'BB'.


WINSTAR: Trustee Gets Court Nod to Make Interim Distributions
-------------------------------------------------------------
Christine C. Schubert, the Winstar Communications, Inc. Debtors'
Chapter 7 Trustee, sought and obtained the Court's authority to
make a second interim distribution to the Debtors' postpetition
lenders pursuant to Sections 105(a) and 726 of the Bankruptcy
Code.

The Trustee will distribute to the DIP Lenders $32,000,000 in
cash and 1,782,346 IDT Corporation Class B common stock shares.  
The Trustee holds the cash and the shares for the benefit of the
Debtors' creditors.

The DIP Credit Agreement provided, inter alia, for a $75,000,000
initial commitment and could be increased up to $300,000,000.  
The DIP Financing Order dated May 14, 2001 provided that the
advances made under the DIP Credit Agreement would bear interest
at either 3% above the Alternate Base Rate or 4% above the
Eurodollar Rate and provided for various fees to be charged to
the Debtors in connection with the advances.  The DIP Order
provided the DIP Lenders with superpriority status pursuant to
Bankruptcy Code Section 364(c)(1) and granted the DIP Lenders
liens in substantially all the Debtors' assets.  The DIP Lenders
are presently owed more than $135,000,000 under the Credit
Agreement.

The Trustee believes that the Second Interim Distribution is
appropriate.  The Second Interim Distribution will reduce the
interest burden on the DIP Loan.  The Trustee is holding back
sufficient funds to administer the Debtors' estates.

Pursuant to Section 726(a)(1), the Trustee has authority to make
the Second Interim Distribution.  Section 726 states in pertinent
part:

     "[P]roperty of the estate shall be distributed . . .
     in payment of claims of the kind specified in, and in
     the order specified in, Section 507 of [the Bankruptcy
     Code], proof of which is timely filed under Section 501
     of [the Bankruptcy Code]or tardily filed before the
     date on which the trustee commences distribution. . . ."

The Trustee will also have more than an adequate reserve to
administer these cases -- $10,000,000 in estimate -- after making
the Second Interim Distribution.  The Trustee expects additional
recoveries for the Debtors' estates as a result of the preference
actions commenced.

To facilitate the Second Distribution, the Court vacates the
provisions of prior distribution orders.  The Court rules that
the distribution of the shares of the IDT Corporation common
stock, which are readily convertible to cash, are deemed funds
disbursed or turned over by the Trustee to parties-in-interest
within the meaning of Section 326(a).  But the Court clarifies
that the Trustee will not use any estate funds in which Lucent
Technologies Inc. has an interest pursuant to any Court order,
stipulation, or settlement for any purpose without Lucent's prior
written consent.

To recall, on the Petition Date, the Debtors commenced an
adversary proceeding against Lucent for, inter alia, breach of a
supply agreement dated October 21, 1998 and a credit agreement
dated May 4, 2000.  The complaint was based on Lucent's alleged
failure to fund purchases and provide goods and services under
the Supply Agreement.

The Debtors defaulted on one or more of the covenants under their
postpetition credit agreement.  As a result, the postpetition
lenders declined to advance the Debtors any additional funds.  
With limited cash flow to pay administrative creditors, the
Debtors commenced an expedited auction of substantially all their
assets.  Subsequently, IDT Winstar Acquisition, Inc. and the
Debtors entered into an asset purchase agreement, where IDT
acquired substantially all of the Debtors' assets and the Debtors
received $55,000,000 in cash and stock.  On December 19, 2001,
the Court approved the IDT Purchase Agreement.

Lucent asserted that it held a valid, properly perfected, first
priority secured lien in a portion of the Sale Proceeds that
arose from the security agreements executed in connection with
the Supply Agreement and the Credit Agreement.  Lucent filed
numerous proofs of secured claim against the Debtors' estates
pursuant to its alleged valid and perfected first priority lien.

In December 2002, the Trustee sought to make an interim
distribution to the DIP Lenders.  Because Lucent's alleged lien
was in an amount large enough to prevent the First Interim
Distribution without resolution of Lucent's lien claims, the
parties agreed to certain conditions governing the distribution,
which were set forth in various court orders.

The Previous Distribution Orders set forth these conditions:

     (i) Payments made by the Trustee pursuant to the Prior
         Distribution Orders would be subject to disgorgement in
         the event that the Bankruptcy Court subsequently
         determined that the payments were funded by the Lucent
         collateral proceeds;

    (ii) The Trustee would not use any estate funds in which
         Lucent asserts an interest without prior written consent
         or further Court order after appropriate notice and
         hearing.  However, Lucent's written consent would not be
         required for the Trustee's use of estate funds to cover
         up to $100,000 in monthly expenses incurred in the
         ordinary course of the administration of the Debtors'
         estates commencing as of December 1, 2002; and

   (iii) To the extent that funds the Trustee disbursed pursuant
         to the Prior Distribution Orders were funded by cash
         held in the Debtors' accounts on December 18, 2001, up
         to $2,487,031, and in the event that the Court
         subsequently determined that Lucent has a security
         interest in the Cash Proceeds, the Trustee would be
         required to replenish the Cash Proceeds with the
         proceeds of the successful recoveries of preferences
         as defined in Section 547; provided, however, that the
         Cash Proceeds would still be subject to the Trustee's
         3% commission. (Winstar Bankruptcy News, Issue No. 50;
         Bankruptcy Creditors' Service, Inc., 215/945-7000)   


WORLDCOM: Obtains Clearance to Assume 3 Wilmington Fiber Leases
---------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates sought and obtained the
Court's authority to assume three Amended and Restated Master
Lease Agreements dated December 27, 1986 and related agreements
for the Leveraged Lease Financing of undivided interests in fiber-
optic lightwave telecommunications systems with Wilmington Trust
Company and William J. Wade, as Owner Trustee.

The Debtors will also assume certain Guaranty and several Related
Agreements, including:

   -- Participation Agreements,
   -- Tax Indemnification Agreements,
   -- Loan Agreements,
   -- Notes,
   -- Master Easement Agreements,
   -- Owner Trust Agreements,
   -- Easement Assignments,
   -- Facilities Management Agreements, and
   -- Other Operative Documents defined in the Participation
      Agreements.

MCI WorldCom Network Services, Inc., as successor to MCI
Telecommunications Corporation, contracted the Participation
Agreements with Banque Paribas, as Agent, Mr. Wade and certain
other parties as Loan Participants, including:

   (1) DaimlerChrysler Services North America LLC, as successor-
       in-interest to Chrysler Financial Corporation;

   (2) Dana Lease Finance Corporation; and

   (3) General Electric Capital Corporation, as successor-in-
       interest to D&K Financial.

The original cost of the facilities subject to the Fiber Leases
was $146,900,000.  The Fiber Facility includes 1,591 miles of
fiber optic cable, repeater shelters, splice boxes, conduit and
other integral equipment, which the Debtors use to support their
network operations.  These systems comprise the Fiber Facility:

   -- Baldwin, Florida to Tallahassee, Florida;
   -- Columbia, South Carolina to Southover, Georgia;
   -- Southover, Georgian to Baldwin, Florida;
   -- Tallahassee, Florida to Pensacola, Florida;
   -- Fairfax, South Carolina to Austell, Georgia;
   -- Richmond, Virginia to Raleigh, North Carolina;
   -- Raleigh, North Carolina to Columbia, South Carolina; and
   -- Tracy, California to Palmdale, California.

The Fiber Facility is integral to the Debtors' ability to provide
telecommunication services to their customers.  DaimlerChrysler,
Dana and GE Capital own an undivided interest in the Systems and
each have its own lease for its undivided share:

   * DaimlerChrysler owns and leases to the Debtors a 48.95%
     interest in the Fiber Facility;

   * GE Capital owns and leases to the Debtors a 34.03% interest
     in the Fiber Facility; and

   * Dana owns and leases to the Debtors a 17.02% interest in the
     Fiber Facility.

MCI Communications Corporation guaranteed MCI WorldCom's
obligations under the Fiber Leases.

The Fiber Leases expire on January 2, 2012.   There are no
prepetition arrearages that will have to be paid as a cure
payment under Section 365 of the Bankruptcy Code, upon assumption
of the Fiber Leases and the Related Agreements.  In addition, the
Debtors have made all lease payments under the Fiber Leases on a
current basis since the Petition Date.

The Fiber Leases also provide the Debtors with the option to
purchase the Leased Undivided Interests at the end of the term
for a price equal to the fair market sale value.  The Debtors
evaluated the relative costs and benefits associated with the
assumption and the rejection of the Fiber Leases, including the
feasibility of migrating the traffic that utilizes the Fiber
Facility in a limited time window.  The Debtors determined that
the best course of action was to attempt to negotiate an
amendment of certain of the financial terms of the Fiber Leases,
in particular, a capped purchase price option for the Leased
Undivided Interests.

On September 8, 2003, MCI WorldCom, MCI Communications and Mr.
Wade executed Rider to Fiber Lease documents that modify the
purchase option section of the Fiber Leases to establish a fixed
purchase price for the Leased Undivided Interests, as well as
amend the notification parties under the Fiber Lease.  The Riders
provide that upon expiration of the Fiber Leases, MCI WorldCom
can exercise an option to purchase the Leased Undivided Interests
for fair market sales value on the date of the expiration of the
Fiber Leases, with the fair market sales value determination
subject to a maximum purchase price equal to 10% of the purchase
costs of the Leased Undivided Interests.  The Riders eliminate
the uncertainty associated with an appraisal or fair market sale
value determination by setting a maximum purchase price cap.
(Worldcom Bankruptcy News, Issue No. 43; Bankruptcy Creditors'
Service, Inc., 215/945-7000)   


WORLD HEART: Will Hold Special Shareholders' Meeting Tomorrow
-------------------------------------------------------------    
Shareholders, media and other interested parties are invited to
join World Heart Corporation at their Special Meeting of
Shareholders at the Royal York tomorrow. Meeting details
are as follows:

        -  Tuesday, November 25, 2003, 4:00 p.m. EST
        -  Royal York Hotel, 100 Front Street West, Toronto ON
        -  Confederation Room 3

    This Special Meeting is being held to vote on:

        1. Consolidation of the issued and outstanding common
           shares of the Corporation on a one for seven basis;

        2. Conversion of certain preferred shares to common
           shares; and

        3. Revisions to the Employee Stock Option Plan.
        
The CEO will provide a general corporate update.

To participate by video web cast, go to World Heart's homepage at
http://www.worldheart.com, access the web cast link and follow  
the instructions. An archived version of the recording will be
accessible on the home page five business days following the
Meeting. The corporate update presentation will be accessible on
the home page the following day.

To participate in person, please register with Sharilyn Cyr prior
to November 24th at: (613) 226-4278 x 2210, or (510) 563-4995,
sharilyn.cyr@worldheart.com. Interviews on November 25th can be
arranged by calling (613) 791-3433.

Novacor LVAS is an implanted electromagnetically driven pump that
provides circulatory support by taking over part or all of the
workload of the left ventricle. With implants in over 1490
patients, no deaths have been attributed to device failure, and
some recipients have lived with their original pumps for as long
as four years - statistics unmatched by any other implanted
mechanical circulatory support device on the market.

Novacor LVAS is commercially approved as a bridge to
transplantation in the U.S. and Canada. In Europe, the Novacor
LVAS has unrestricted approval for use as a bridge to
transplantation, an alternative to transplantation and to support
patients who may have an ability to recover the use of their
natural heart. In Japan, the device is commercially approved for
use in cardiac patients at risk of imminent death from non-
reversible left ventricular failure for which there is no
alternative except heart transplantation.

World Heart Corporation, a global medical device company based in
Ottawa, Ontario and Oakland, California, is currently focused on
the development and commercialization of pulsatile ventricular
assist devices. Its Novacor LVAS (Left Ventricular Assist System)
is well established in the marketplace and its next-generation
technology, HeartSaverVAD(TM), is a fully implantable assist
device intended for long-term support of patients with heart
failure.

World Heart Corporation's June 30, 2003 unaudited balance sheet
shows a total shareholders' equity deficit of about CDN$53
million, while its June 30, 2003, Proforma balance sheet shows a
total shareholders' equity deficit of about CDN$69 million.


* Richter Launches Strategy to Accelerate its Growth in Quebec
--------------------------------------------------------------
Richter, one of Canada's largest independent accounting, business
advisory and consulting firms, announced a strategy aimed at
enhancing its profile and presence in the Quebec business market.

"We have been providing a full range of accounting and related
consulting services for many years and in that span we have
developed an outstanding reputation in helping entrepreneurial
businesses succeed," said John Swidler, managing partner of the
Montreal office. "Through the strategy we are announcing today, we
look forward to further expanding our French-language clientele
and help francophone entrepreneurs in the Greater Montreal region
derive even more benefit from Richter's overall expertise,
especially in tax, auditing, business advisory and restructuring
services."

Richter, which has 77 years of experience working mainly with mid-
market companies, is the sixth largest accounting firm in Quebec
and ninth largest in Canada.

The firm is committed to a multi-faceted business strategy in its
efforts to provide enhanced service to its current francophone
clientele and encourage prospective clients to avail themselves of
the firm's professional services. The business plan includes:

- The hiring of more senior francophone professionals and
  partners, adding to a Montreal staff that is largely bilingual;

- Increased recruitment of French-language university graduates;

- Striking a partnership with top-level advisors, such as HEC
  Montreal professor Jacques Nantel, whose services were recently
  retained to provide strategic advice to Richter's retail
  clients;

- A more active participation in Quebec business organizations and
  university communities;

- The implementation of a marketing and communications campaign
  aimed mainly at mid-market companies.

"Richter offers an excellent alternative to the country's "big
four" accounting firms," added Robert Zittrer, a senior partner of
the firm. "Not only do we provide the same range of business
consulting services, we are the undisputed entrepreneurial mid-
market company specialists. We have extensive knowledge of many
sectors of activity, such as retail, real estate, automotive,
textiles and apparel, and an international alliance that enables
us to provide our clients with a strong springboard to develop
their businesses worldwide. Our goal is to assist entrepreneurs,
many of whom own their companies, to grow their businesses by
providing a complete range of professional and personalized
services that are perfectly tailored to their specific needs."

Founded in 1926, Richter currently employs 550 people in its
Montreal, Toronto and Calgary offices. The Montreal office has 330
professionals and 42 partners. Richter is well regarded for its
excellence of advice in auditing, tax, financial reorganization,
insolvency, management consulting, business valuations, corporate
finance, litigation support, mergers and acquisitions and wealth
management.


* BOND PRICING: For the week of November 24 - 28, 2003
------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia communications                6.000%  02/15/06    42
AK Steel Corp.                         7.750%  06/15/12    67
American & Foreign Power               5.000%  03/01/30    67
AnnTaylor Stores                       0.550%  06/18/19    72
Asarco Inc.                            8.500%  05/01/25    49
Burlington Northern                    3.200%  01/01/45    55
Calpine Corp.                          8.625%  08/15/10    73
Coastal Corp.                          6.950%  06/01/28    75
Comcast Corp.                          2.000%  10/15/29    34
Cox Communications Inc.                0.348%  02/23/21    72
Cox Communications Inc.                2.000%  11/15/29    33
Cummins Engine                         5.650%  03/01/98    71
CV Therapeutics                        2.000%  05/16/23    69
Delta Air Lines                        8.300%  12/15/29    63
Dynex Capital                          9.500%  02/28/05     1
Elwood Energy                          8.159%  07/05/26    73
Finova Group                           7.500%  11/15/09    56
Gulf Mobile Ohio                       5.000%  12/01/56    71
Level 3 Communications Inc.            6.000%  09/15/09    68
Level 3 Communications Inc.            6.000%  03/15/10    67
Levi Strauss                          11.625%  01/15/08    70
Liberty Media                          3.750%  02/15/30    63
Liberty Media                          4.000%  11/15/29    67
Mirant Corp.                           2.500%  06/15/21    54
Mirant Corp.                           5.750%  07/15/07    54
Northern Pacific Railway               3.000%  01/01/47    53
NTL Communications Corp.               7.000%  12/15/08    19
Redback Networks                       5.000%  04/01/07    53
Universal Health Services              0.426%  06/23/20    64
US Timberlands                         9.625%  11/15/07    59
Viropharma Inc.                        6.000%  03/01/07    56
Worldcom Inc.                          6.250%  08/15/03    34
Worldcom Inc.                          6.400%  08/15/05    34
Worldcom Inc.                          6.950%  08/15/28    34
Worldcom Inc.                          7.750%  04/01/07    34
Xerox Corp.                            0.570%  04/21/18    65

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR, is
provided by DebtTraders in New York. DebtTraders is a specialist
in global high yield securities, providing clients unparalleled
services in the identification, assessment, and sourcing of
attractive high yield debt investments. For more information on
institutional services, contact Scott Johnson at 1-212-247-5300.
To view our research and find out about private client accounts,
contact Peter Fitzpatrick at 1-212-247-3800. Real-time pricing
available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Bernadette C. de Roda, Donnabel C. Salcedo, Ronald P.
Villavelez and Peter A. Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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