TCR_Public/031125.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, November 25, 2003, Vol. 7, No. 233   

                          Headlines

24HOLDINGS INC: Ability to Continue Operations Still Uncertain
ACTUANT CORP: Buys-Back Additional 13% Senior Subordinated Notes
ACTUANT CORP: S&P Rates $150M Convertible Senior Sub. Debt at B+
ADELPHIA BUSINESS: Proposes Uniform Claims Settlement Procedures
ADELPHIA COMMS: Keeps Plan Filing Exclusivity Until February 17

ADVOCAT INC: Shareholders Approve Sale of Diversicare Canada
AIR CANADA: DGVR Zweite Gains Stay Relief to End Aircraft Lease
AKROKERI-ASHANTI: Default on Loans Raise Going Concern Doubt
AMERADA HESS: Caps Price of Tender Offerings for Three Notes
AMERICAN SPORTS: Paintball Unit Continues Seeking Merger Options

AMERICANA PUBLISHING: Capital Deficits Raise Going Concern Doubt
AMES: Wants Nod for 3rd Amendment to $100M Kimco DIP Financing
AMTROL INC: Completes Amendments to Senior Credit Facilities
AQUA-NOVUS CORP: Case Summary & 20 Largest Unsecured Creditors
ARMSTRONG: Wins Approval for Settlement with Travelers Casualty

ARVINMERITOR INC: Terminates Tender Offer for Dana Corp. Shares
ATA HOLDINGS: Extends Exchange Offers for 10.50% & 9-5/8% Notes
BERRY HILL HOTEL: Case Summary & 20 Largest Unsecured Creditors
BIG CITY RADIO: Completes Final Asset Sale Transactions
BOOT TOWN: Has Until December 15 to Complete and File Schedules

BURLINGTON INDUSTRIES: Plan Declared Effective on Nov. 10, 2003
CHI-CHI'S INC: Court Approves Plan to Pay Hepatitis Victims
CMS ENERGY: Fitch Affirms BB-/B+ Sr. Sec. & Sr. Unsec. Ratings
COMMUNITY HEALTH: Case Summary & 20 Largest Unsecured Creditors
COVANTA: Heber Debtors File 3rd Amended Plan of Reorganization

CRESCENT OP.: Updates Estimate of Recoveries for Stockholders
CROWN CASTLE: Declares Quarterly Preferred Share Dividend
CSK AUTO CORP: Hosting 3rd-Quarter Conference Call on Thursday
DANA CORP: Board Rejects Revised Offer from ArvinMeritor Inc.
DANA: Sues S&S Truck Parts for Patent & Trademark Infringement

DDI: Shareholders Balk at Plan & Want Equity Committee Appointed
DEEP ELLUM: First Creditors' Meeting Will Convene on December 18
DELTA AIR LINES: Fitch Cuts Senior Unsecured Debt Rating to B
DILLARD'S: S&P Changes Outlook to Neg. Over Disappointing Sales
DIRECTV LATIN: Exclusive Proposal Period Extended to December 20

DOMAN: Reaches Agreement for Port Alice Pulp Mill Restructuring
DYNEGY INC: Terminates Agreement re Illinois Power Assets Sale
ENRON CORP: Selling 6 Wind Power Projects to FPL for $26 Million
FAR & WIDE: Employees & Customers with Deposits Likely to Recover
FASTENTECH INC: Sept. 30 Balance Sheet Upside-Down by $42 Mill.

FIBERCORE INC: Section 341(a) Meeting Scheduled for December 18
FRUIT OF THE LOOM: FOL Trust Sues 5 Creditors Recover Transfers
GALEY & LORD: Secures Clearance to Sell Klopman International
GENUITY: Bankr. Court Confirms Third Amended Liquidation Plan
GLOBALSTAR LP: Court Approves Sale of Assets to Thermo Capital

GREAT ATLANTIC: Completes Sale of Coffee Business to Gryphon
HANGER ORTHOPEDIC: Offers to Repurchase $30M of Preferred Shares
HEALTH CARE: Fitch Affirms BB+ Rating on Outstanding Preferreds
HOLLINGER INC: Four Directors Resign from Company's Board
HUGHES ELECTRONICS: Roxanne Austin Resigning as Company's EVP

IMMTECH Completes Acquisition of Facility in Shenzhen, China
IMMTECH INT'L: Comments on Recent Decline in Stock Price
KIDDER PEABODY: Fitch Affirms Class B1 Rating at BB+
KMART CORP: Court Reduces Retirement Plan Claims to $32 Million
LANDMARK III: S&P Assigns Prelim Ratings to Floating-Rate Notes

LEAP WIRELESS: Court Rejects Valuation Expert's Testimony
MAGELLAN HEALTH: Unit Wins Contract to Serve TennCare Members
MAGNETITE ASSET: Fitch Upgrades Two Low-B Note Classes Ratings
MAJESTIC STAR CASINO: Sept. 30 Balance Sheet Upside-Down by $29M
METROCALL INC: Toronto Dominion Discloses 6.8% Equity Stake

MIRANT: El Paso Seeks Final Settlement Amount Dispute Resolution
MIRANT CORP: Plan Filing Exclusivity Intact Until April 30, 2004
MYCOM GROUP: Losses & Capital Deficit Raise Going Concern Doubt
NATIONAL BENEVOLENT: Enters Settlement Pact with Band of America
NATIONAL WATERWORKS: S&P Keeps Negative Watch Over BB- Rating

NRG ENERGY: Judge Beatty Confirms Ch. 11 Plan of Reorganization
NUI UTILITIES: S&P Lowers Corporate Debt Rating to BB From BBB-
OMI CORP: Prices $200 Million Senior Unsecured Debt Offering
ON COMMAND: Inks Distribution Agreement with Best Western Int'l
ONEIDA LTD: Lenders Extend Waivers Until December 12, 2003

PILLOWTEX CORP: Wins Interim Nod to use BofA's Cash Collateral
PLAINS ALL AMERICAN: Obtains New Unsecured Bank Financing
PLAINS ALL AMERICAN: S&P Ups Senior Debt Rating & Lifts Watch
POSSIBLE DREAMS: Court Approves Asset Sale to Willitts Design
PRAIRIE FARMERS: Case Summary & 114 Largest Unsecured Creditors

PROTECTION ONE: Fitch Further Junks Two Debt Ratings to CC and C
RESIDENTIAL FUNDING: Fitch Upgrades 5 & Affirms 56 RMBS Ratings
ROUGE INDUSTRIES: Inks Agreement to Sell All Assets to Severstal
RPBR LLC: Creditors' Meeting Convenes on Dec. 10 in Charlotte
SENIOR LIVING: Successfully Emerges from Bankruptcy Proceedings

SHARK INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
SILICON GRAPHICS: Files Exchange Offer for Convertible Notes
SK GLOBAL: SK Networks Posts 3rd-Quarter Profit of KRW37.5 Bill.
TCW HIGH INCOME: Fitch Affirms BB- Rating on $18M Class IV Notes
TCW HIP II: Fitch Affirms $9.5M Class IV Mezzanine Notes at BB-

TRAVELERS PROPERTY: Reaches Asbestos-Related Suits Settlement
UNIFI INC: S&P Cuts Ratings to B+ from BB with Negative Outlook
UNITED AIRLINES: Court OKs Payment of Amendment Fees to Lenders
UNION ACCEPTANCE: $50 Million of Debts Won't Likely be Paid
US AIRWAYS: Resolves Claims Dispute with Wachovia Bank, N.A.

WARRANTY GOLD: Brings-In Porter Rogers as Bankruptcy Counsel
WEIRTON STEEL: Liquidation Analysis Under Plan of Reorganization
WESTAR: Sells Remainder of ONEOK Shares to Cantor Fitzgerald
WESTCHESTER-ELLENVILLE: Voluntary Chapter 11 Case Summary
WEYERHAEUSER: Pending Grand Cache Facility Closure Affects Town

WINSTAR: Ch. 7 Trustee Hires Kovach & Farling as Ohio Counsel
WORLDCOM INC: Court Approves Sale of Claim to LY Acquisition
W.R. GRACE: Judge Wolin Stays Asbestos-Related Matters in Cases

* Cendrowski Selecky Brings-In Bankruptcy Expert, John F. Dery

* Large Companies with Insolvent Balance Sheets

                          *********

24HOLDINGS INC: Ability to Continue Operations Still Uncertain
--------------------------------------------------------------
24Holdings Inc., formerly known as Scoop, Inc. was incorporated in
1996 in the state of Delaware as an online news provider. In July
1998, the Company filed a petition for relief under Chapter 11 of
the federal bankruptcy laws in the United States Bankruptcy Court
for the Central District of California. On October 5, 1999,
pursuant to a Plan of Reorganization approved by the Bankruptcy
Court, the Company was acquired in a reverse merger with 24STORE
(Europe) Limited, formerly known as 24STORE.com Limited, whose
parent company acquired 91% of the outstanding shares of the
Company, or 60,783,219 of newly issued shares, in exchange for all
the outstanding shares of 24STORE.

The Company incurred net losses of $827,279 and $230,518 during
the year ended December 31, 2002 and the nine months ended
September 30, 2003, respectively, and has an accumulated deficit
of $10,098,610 at September 30, 2003.  The Company had negative      
working capital of $1,044,646 at September 30, 2003. These factors
raise substantial doubt about the Company's ability to continue as
a going concern. Management is currently attempting to decrease
operating costs and enter into new sources of revenue, including  
software sales and consulting, and selling some assets to raise
funds.

The company's principal operating subsidiary, 24STORE Limited,
supplies business customers with computer and electronics
products.  Operating [telemarketing] from the Company's executive
offices based approximately forty miles west of London, the
company sells a wide range of computing and related products,
sourced from major computer manufacturers.  


ACTUANT CORP: Buys-Back Additional 13% Senior Subordinated Notes
----------------------------------------------------------------
Actuant Corporation (NYSE: ATU) has repurchased an additional $34
million (principal amount) of its 13% Senior Subordinated Notes
due 2009 at a premium on the open market. This brings the total
13% Notes repurchased since its August 31, 2003 fiscal year-end to
approximately $49 million. Following the repurchases,
approximately $61 million (principal amount) of the 13% Notes
remains outstanding. A portion of the proceeds from the Company's
November 2003 issuance of $150 million of its 2% Senior
Subordinated Convertible Debentures due 2023 was used to fund the
repurchases.

The recent 13% Notes repurchases, combined with previously
announced $15 million (principal amount) repurchases since the
beginning of fiscal 2004, will result in a net-of-tax charge of
approximately $9.8 million (or approximately $0.40 per diluted
share) in the first quarter of fiscal 2004, representing the
combination of premiums paid above principal value for the notes,
transaction expenses, and the non-cash write-off of a portion of
capitalized debt issuance costs.

Actuant, headquartered in Milwaukee, Wisconsin, is a diversified
industrial company with operations in more than 20 countries. The
Actuant businesses are leading companies in highly engineered
position and motion control systems and branded tools. Products
are offered under such established brand names as Enerpac, Gardner
Bender, Kopp, Kwikee, Milwaukee Cylinder, Nielsen Sessions, Power-
Packer, and Power Gear. Safe Harbor Statement

For further information on Actuant and its business units, visit
the Company's Web site at http://www.actuant.com/

Actuant Corporation's August 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $11.6 million.


ACTUANT CORP: S&P Rates $150M Convertible Senior Sub. Debt at B+
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
rating to Actuant Corp.'s $150 million 2% convertible senior
subordinated debentures due Nov. 15, 2023, under Rule 144A with
registration rights. Proceeds from the issuance will be used to
repay a portion of the borrowings under Actuant's senior credit
facility, to repurchase some of the outstanding 13% senior
subordinated notes due 2009, and for possible future acquisitions.
At the same time, Standard & Poor's affirmed the 'BB' corporate
credit rating and other ratings on the firm. The outlook is
stable.

Milwaukee, Wis.-based Actuant had total debt (adjusted to include
operating leases and accounts receivable securitization) of about
$219 million at Aug. 31, 2003.
     
"We expect Actuant to generate free cash flow in the next several
years and to refrain from making debt-financed acquisitions that
would weaken the financial profile," said Standard & Poor's credit
analyst Nancy Messer.
     
Actuant manufactures a variety of standard and customized products
for retail and industrial customers and original equipment
manufacturers and holds leading market shares in five separate
product lines.


ADELPHIA BUSINESS: Proposes Uniform Claims Settlement Procedures
----------------------------------------------------------------
The Adelphia Business Debtors ask the Court to approve uniform
procedures to settle certain unsecured claims asserted against
their estates.  The Debtors bring their request under Sections
105(a) and 363(b) of the Bankruptcy Code and Rule 9019 of the
Federal Rules of Bankruptcy Procedure.

Prior to the Petition Date, in the ordinary course of its
businesses, ABIZ's management team, with the assistance of in-
house and outside counsel, as appropriate, investigated,
evaluated, and attempted to resolve claims or potential causes of
action asserted by or against it.  Depending on the specific
facts and the risks involved in litigating the claims, ABIZ, in
the exercise of its business judgment, would have made
appropriate offers to settle the claims.  The ABIZ Debtors seek
authority to implement similar procedures to settle certain
unsecured claims.

Judy G.Z. Liu, Esq., at Weil, Gotshal & Manges LLP, in New York,
contends that absent the relief requested, ABIZ would be required
to seek specific Court approval for each individual compromise
and settlement of a claim.  Given the number of unsecured claims
that ABIZ believes can be settled for relatively small settlement
amounts when compared to the overall operation of its businesses,
holding individual hearings, filing individual pleadings, and
sending notice of each proposed settlement to every one of the
numerous creditors and interested parties entitled to receive
notice in these cases would be an expensive, cumbersome, and
highly inefficient way to resolve many of the disputed claims.

Accordingly, ABIZ proposes to implement certain guidelines and
procedures with respect to the compromise and settlement of
disputed Settlement Procedures Claims asserted against it.  ABIZ
believes that it would be far more efficient and cost effective
for its estates and creditors if it were authorized to settle
Settlement Procedures Claims under the proposed terms and
conditions.  If ABIZ is so authorized, its estate will be spared
the expense, delay, and uncertainty that otherwise would be
associated with resolving the Settlement Procedures Claims, while
preserving an oversight function for key parties-in-interest, Ms.
Liu asserts.

                   The Settlement Procedures

ABIZ plans to implement a tiered settlement process based on the
proposed settlement amount for unsecured claims agreed upon
between ABIZ and the claimant.  The settlement tiers are based on
the amount of the allowed unsecured claim involved in the
settlement and the difference between ABIZ's estimate of the
allowed unsecured claim compared to the claimant's estimate.

ABIZ proposes these settlement procedures:

   (1) If the Settlement Amount calls for the allowance of an
       unsecured claim of $50,000 or less or the Claim
       Difference is less than $50,000, ABIZ will be
       authorized to settle the claim without the prior approval
       of the Court, the Official Committee of Unsecured
       Creditors, or the Ad Hoc committee of Holders of 12 1/4%
       Secured Notes ABIZ issued due 2004;

   (2) If the Settlement Amount calls for the allowance of an
       unsecured claim of greater than $50,000, but less than
       $1,500,000, or the Claim Difference is greater than or
       equal to $50,000, but less than $1,500,000:

       (a) ABIZ will notify the Creditors Committee and the
           Secured Noteholder Committee of the settlement
           along with a summary of the terms and background of
           the proposed settlement;

       (b) If there is an objection made by the Creditors          
           Committee or the Secured Noteholder Committee within
           five business days of the notification of Settlement
           Summary, ABIZ may either:

            (i) renegotiate the settlement and re-submit a
                revised notification of Settlement Summary to
                both the Creditors Committee and the Secured
                Noteholder Committee with the new terms; or

           (ii) file a Rule 9019 motion with the Court seeking
                approval of the existing Settlement Summary on
                no less than 15 days notice; and

       (c) In the absence of an objection to notice of the
           Settlement Summary within the timeframe established,
           ABIZ will be deemed authorized to settle the
           claim as provided in the Settlement Summary without
           prior Court approval;

   (3) If the Settlement Amount or the Claim Difference is       
       greater than or equal to $1,500,000 but less than
       $5,000,000:

       (a) ABIZ is required to file a notice of presentment with
           the Court of proposed settlement on not less than 10
           days notice, but will not be required to file a Rule
           9019 motion;

       (b) Absent an objection to the proposed settlement, the
           Court may enter an order approving the Settlement
           without further notice or a hearing.  If there is an
           objection to a proposed settlement, ABIZ may either:

            (i) renegotiate the Settlement and file a revised
                notice of proposed settlement with the Court on
                no less than 10 days notice; or

           (ii) file a Rule 9019 motion with the Court seeking
                approval of the existing settlement on no less
                than 15 days prior notice; and

       (c) Absent an objection to a revised notice of proposed
           settlement or a Rule 9019 motion, as applicable, the
           Court may enter an order approving the proposed
           settlement without a hearing; and

   (4) Notwithstanding any of those mentioned, if the Settlement
       Amount or Claim Difference is equal to or greater than
       $5,000,000, ABIZ will seek the approval of the Committees
       and the Court by way of a Rule 9019 motion on no less
       than 15 days notice.

For the compromise or settlement of any claims by or against
Adelphia Communications Corporation, the Debtors' former parent,
or any insider, as this term is defined in Section 101(31) of the
Bankruptcy Code, ABIZ will file a motion with the Court
requesting approval of the compromise and settlement pursuant to
Rule 9019 of the Federal Rules of Bankruptcy Procedure.

As part of the proposed procedures, ABIZ will file, on a monthly
basis, with this Court reports of all settlements it entered into
during that month pursuant to the authority requested in this
request, provided that no report will be filed if no settlements
have been effectuated.  The reports will set forth the name of
the party with whom ABIZ has settled, the types of claims
asserted by or against the party, and the amounts for which the
claims have been settled.  ABIZ will serve copies of the reports
on:

   (1) the U.S. Trustee;
   (2) the attorneys for ABIZ's postpetition lender;
   (3) the attorneys for the Creditors Committee;
   (4) the attorneys for the Secured Noteholder Committee; and
   (5) Bankruptcy Services, LLC.

Ms. Liu assures the Court that ABIZ will continue to exercise its
reasonable business judgment with respect to compromises and
settlements and will continue to be guided by the factors
established by relevant case law regarding the reasonableness of
the settlements.  With respect to any proposed settlement, ABIZ
will focus on the merits of the underlying claims, the risk to
ABIZ if the claims were to proceed to trial, and the expense ABIZ
would likely incur in connection with defending or prosecuting
the claims.  

ABIZ also requests that, pursuant to Rule 2002(a)(3) of the
Federal Rules of Bankruptcy Procedure, the Court find that cause
exists to limit notice of any settlement entered into pursuant to
this request.  Limiting notice will enable ABIZ to promptly and
efficiently enter into the settlements contemplated by this
request. (Adelphia Bankruptcy News, Issue No. 45; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Keeps Plan Filing Exclusivity Until February 17
---------------------------------------------------------------
The Adelphia Communications Debtors obtained the Court's
permission to extend their Exclusive Periods for:

   (i) filing a plan of reorganization through February 17, 2004;
       and

  (ii) obtaining acceptances of that plan through April 20, 2004.
       (Adelphia Bankruptcy News, Issue No. 45; Bankruptcy
       Creditors' Service, Inc., 215/945-7000)


ADVOCAT INC: Shareholders Approve Sale of Diversicare Canada
------------------------------------------------------------
Advocat Inc.'s (OTC Bulletin Board: AVCA) shareholders approved
the sale of its wholly owned Canadian subsidiary, Diversicare
Canada Management Services Co., Inc., at its special shareholders'
meeting held Friday.

Approximately 65% of shareholders voting on the proposal voted in
favor of the transaction.

Shareholders cast the following votes at today's meeting on the
DCMS transaction:

    Voting in Favor of the DCMS transaction:
    2,814,037 shares, or 51.2% of the outstanding shares.

    Voting Against the DCMS transaction:
    1,434,784 shares, or 26.1% of the outstanding shares.

    Abstaining from Voting:
    43,010 shares, or 0.8% of the outstanding shares.

"We are pleased that shareholders voted to approve the DCMS
transaction since we believe it is in the best interest of
shareholders as the transaction affords Advocat the best chance to
maximize the value of this asset and to obtain an extension of the
January 2004 maturities of certain debt agreements, which
extension would allow the Company to work toward an orderly
repayment of its creditors," stated William R. Council, III,
president and chief executive officer of Advocat, Inc. "We plan to
use the proceeds from the transaction to pay down debt under
Advocat's bank credit facility."

Under terms of the agreement, Advocat will sell DCMS to DCMS
Holding, Inc., a privately-owned Ontario corporation, for $16.5
million Canadian (approximately $12.6 million U.S. dollars). The
transaction includes 14 nursing homes and 24 assisted living
facilities in the Canadian provinces of Ontario, British Columbia
and Alberta operated by DCMS. The purchaser has deposited $1
million Canadian in escrow and Advocat will receive the deposit
and $7.5 million Canadian at closing plus a note for $8.0 million
Canadian payable over five years. The transaction is subject to
regulatory approval.

Advocat Inc. -- whose June 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $43 million -- provides
long-term care services to nursing home patients and residents of
assisted living facilities in 9 states, primarily in the
Southeast, and three provinces in Canada.

For additional information about the Company, visit Advocat's Web
site: http://www.irinfo.com/avc


AIR CANADA: DGVR Zweite Gains Stay Relief to End Aircraft Lease
---------------------------------------------------------------
DGVR Alpha Mobilien-Verwaltungsgesellschaft mbH & Co. Zweite
Vermietungs KG is a special purpose limited partnership in
Germany whose sole purpose is to lease an aircraft to an
intermediary lessee for onward subleasing to Air Canada.  DGVR
Zweite owns an Airbus A320-211 bearing manufacturer's serial no.
290, Canadian Registration Mark C-FKCR, which it leases to Air
Canada through Wilf Leasing Limited, a sublessor located in
Cayman Islands.  DGVR Zweite also owns and leases two CFM 56-5-A1
engines bearing manufacturer's serial nos. 731598 and 731599 to
Air Canada through Wilf Leasing.  The sublease expires on
December 23, 2005.

Wilf Leasing's business and affairs are managed by Royal Bank of
Canada (Cayman) Limited.

Robert S. Harrison, Esq., at Fasken Martineau DuMoulin LLP, in
Toronto, Ontario, relates that on June 23, 2003, Air Canada
failed to pay Wilf Leasing the rent due under the sublease.  As a
consequence, Wilf Leasing failed to pay DGVR Zweite the rent then
payable under the head lease.  The June Rental Payments exceed
$1,000,000 and remain unpaid.  However, Air Canada continues to
operate the aircraft.

To protect its interest, DGVR Zweite wants to terminate the head
lease.  Mr. Harrison explains that DGVR Zweite needs to terminate
the head lease to recover the currently overdue lease payments
from Bank of Montreal Ireland.  According to Mr. Harrison, Bank
of Montreal Ireland contracted with DGVR Zweite under a Payment
Assumption Agreement to assume certain payment obligations under
the head lease in the event of default by Wilf Leasing.  Bank of
Montreal Ireland will pay DGVR Zweite the June Rental Payments,
Default Rate interest, and the Stipulated Loss Values as defined
under the head lease -- Payment Assumption Amounts.  The
Stipulated Loss Values represent essentially the discounted
present value of all future payments due under the head lease
brought forward to the date of demand.  Bank of Montreal
guarantees Bank of Montreal Ireland's obligations under the
Payment Assumption Agreement.

By letter dated August 19, 2003, DGVR Zweite asked Bank of
Montreal Ireland to pay the Payment Assumption Amounts.  On
August 22, 2003, Bank of Montreal Ireland replied that for DGVR
Zweite to claim the Payment Assumption Amounts, DGVR Zweite must
terminate the head lease and execute and deliver a bill of sale
transferring DGVR Zweite's right, title and interest in and to
the aircraft to Bank of Montreal Ireland or its designee or
transferee.

Mr. Harrison tells Mr. Justice Farley that Bank of Montreal
Ireland's payment obligations under the Payment Assumption
Agreement are limited to a scheduled maximum amount.  This
maximum amount is automatically reduced on each rent payment
date by the amount of the previous rental due.  As a result, if
DGVR Zweite does not terminate the Lease Agreement before the
next rental payment becomes due on December 23, 2003, DGVR Zweite
will not be able to recover the June Rental Payments from Bank of
Montreal Ireland.

DGVR Zweite believes that the fair market value of the aircraft
is substantially less than the Payment Assumption Amounts payable
by Bank of Montreal Ireland and Bank of Montreal under the
Payment Assumption Agreement and the Guarantee.  Therefore, if
DGVR Zweite were to lose the right to claim the Payment
Assumption Amounts before December 23, 2003 from Bank of Montreal
Ireland and Bank of Montreal, DGVR Zweite would suffer a
permanent loss equal to the June Rental Payments, together with
the Default Rate interest accrued thereon, because DGVR Zweite
would not be able to recover that amount from a net realization
on the sale of the aircraft.  DGVR Zweite would have no other
recourse against any other financially creditworthy party to
recover that amount.

Mr. Harrison notes that the permanent loss to DGVR Zweite in
relation to the June Rental Payments will be repeated and
accumulated in equal magnitude -- that is, in excess of
$1,000,000 -- every six months during the remaining term of the
head lease as of each rental payment date if DGVR Zweite is not
permitted to take the Lease Termination Actions before each such
rental payment date.

Mr. Harrison asserts that Air Canada is not prejudiced if the
head lease is terminated.  Air Canada has no right to use the
aircraft and not pay for it.  Even if Air Canada had such right,
the continued financial risk in Air Canada's so doing should be
transferred to Bank of Montreal Ireland or Bank of Montreal.  
Given that Air Canada has completed the restructuring of 244
aircraft financings, representing 68% of its aircraft leases, Mr.
Harrison points out that Air Canada's loss if DGVR Zweite's lease
is terminated will be insignificant in comparison to the
relatively huge losses DGVR Zweite face.  DGVR Zweite's sole
source of cash flow is the Air Canada sublease.

By this motion, DGVR Zweite asks Mr. Justice Farley to lift the
CCAA stay to the extent necessary so it can terminate the head
lease.  In the alternative, DGVR Zweite ask the Court to require
Air Canada and Royal Bank of Canada to immediately pay the June
Rental Payments plus Default Rate interest and promptly pay
future rental payments when due and owing.

            Bank of Montreal and Royal Bank of Canada
                       Open to Compromise

(1) Bank of Montreal

In anticipation of the transfer of DGVR Zweite's aircraft to Bank
of Montreal Ireland or its designee, Michael Solski, Vice
President, Enterprise Risk and Portfolio Manager at Bank of
Montreal, relates that Bank of Montreal has been in extensive
discussions with Air Canada concerning entering into a new lease
arrangement with respect to the aircraft.  To date, Bank of
Montreal and Air Canada have reached into a memorandum of
understanding to deal with the transfer.  Mr. Solski says that
the parties are working diligently to settle the terms of the
actual lease agreement which is expected to occur shortly.  Bank
of Montreal has also been in continuous contact with DGVR Zweite
to coordinate the termination of the existing arrangements with
the entering into of new agreements with Air Canada.

To create certain tax efficiencies, Mr. Solski informs the Court
that the proposed new arrangement with Air Canada stipulates that
the new arrangement will be implemented sometime during the
period between November 18, 2003 and November 27, 2003 or between
December 18, 2003 and December 24, 2003 in conjunction with the
aircraft being routed in a particular manner.  Air Canada has
indicated that it would suffer significant prejudice if this
cannot be accomplished.  In order that there be no disruption to
Air Canada the existing lease arrangements must be terminated to
coincide with Air Canada's entering into the new lease.

In this regard, Mr. Solski maintains that Air Canada indicated to
DGVR Zweite that it is prepared to waive the benefit of the stay
provisions in the Initial CCAA Order so that the necessary
notices and termination events can occur.  However, DGVR Zweite
must coordinate its termination of the existing lease
arrangements with Air Canada entering into the new lease
arrangements with the party designated by Bank of Montreal
Ireland.

Mr. Solski says that Bank of Montreal and Bank of Montreal
Ireland have advised DGVR Zweite that they are prepared to enter
into a side letter agreement to deal with DGVR Zweite's concerns
regarding losing its ability to claim for the June 2003 payments
if the lease is not terminated before December 23, 2003.

(2) Royal Bank of Canada and RBC Leasing

John Cooper, Senior Manager, Special Loans of Royal Bank of
Canada, tells Mr. Justice Farley that Royal Bank of Canada and
Royal Bank of Canada Leasing Limited have always been working
closely with Air Canada to implement new lease arrangements.  RBC
Leasing, Royal Bank of Canada and Air Canada have agreed in
principle on a Memorandum of Understanding that will set out an
agreed protocol for the termination of the leasing arrangements
with DGVR Zweite and the contemporaneous entry into a new lease
between a new Royal Bank of Canada-controlled entity, as lessor,
and Air Canada, as lessee.  The Restructured Lease Facility will
permit Air Canada to have continuous, uninterrupted use of the
DGVR Zweite Aircraft for a five-year term.  Mr. Cooper says that
the draft Memorandum of Understanding contains commercially
sensitive confidential information.

RBC Leasing is a wholly owned subsidiary of Royal Bank of Canada.  
RBC Leasing agreed to make certain payments to DGVR Zweite under
the Payment Assumption Agreement.  Royal Bank of Canada
guarantees RBC Leasing's obligations under the Payment Assumption
Agreement.

Mr. Cooper is responsible for Air Canada accounts.

Mr. Cooper relates that it is industry practice to complete
transactions like the Restructured Lease Facility over
international waters or a jurisdiction that does not have sales
tax to reduce or eliminate sales and other taxes.  Accordingly,
the draft Memorandum of Understanding provides that the
termination of the DGVR Zweite and the contemporaneous closing of
the Restructured Lease Facility and the delivery of the Aircraft
to Air Canada will all occur over a Sales Tax Favourable
Jurisdiction.

Nevertheless, Mr. Cooper continues, Air Canada will be required
to pay Goods and Services Tax when the Aircraft is re-imported
into Canada, although Air Canada will be entitled to receive an
input GST credit in an equivalent amount in the month subsequent
to the month in which the GST is paid.  To conserve cash and
reduce the time that Air Canada is "out of pocket" -- the time
between payment of the GST by Air Canada and the refund of the
tax credit by Canada Customs and Revenue Agency -- the draft
Memorandum of Understanding will provide that the closing of the
Restructured Lease Facility and the delivery of the Aircraft to
Air Canada must occur during one of two "Delivery Windows" --
namely November 18, 2003 to November 27, 2003 and December 18,
2003 to December 24, 2003.

If the Aircraft has not been positioned over a Sales Tax
Favourable Jurisdiction when the termination of the DGVR Zweite
lease arrangements and transfer of title to the Aircraft occur,
Royal Bank of Canada and RBC Leasing will be prejudiced in that
they will incur significant sales tax expenses.  Mr. Cooper
explains that the expenses could easily be avoided if the
standard industry procedures are followed and the Aircraft is
positioned, at the time of transfer of title, over a Sales Tax
Favourable Jurisdiction.

Mr. Cooper informs Mr. Justice Farley that Air Canada is prepared
to waive the protections afforded by the CCAA stay to the extent
necessary to permit DGVR Zweite to deliver the relevant notices
and documents under the Lease Agreement and Payment Assumption
Agreement, including the Bill of Sale and to permit RBC Leasing,
as Security Trustee under a Senior Security Assignment dated
October 16, 1997 with Wilf Leasing, to terminate its Aircraft
Operating Sublease Agreement with Wilf.  Although the specific
terms of the waiver remains under negotiation, Royal Bank of
Canada and RBC Leasing have proposed that the waiver would be
effective at a time and date Air Canada designates or, if no
Delivery Date has been designated by Air Canada on or before
December 24, 2003, on a Delivery Date to be designated by DGVR
Zweite.

To eliminate the potential prejudice that DGVR Zweite may suffer
if the Lease Termination Action is not taken before December 22,
2003, Royal Bank of Canada and RBC Leasing offer to deliver a
side letter to DGVR Zweite, which provides that DGVR Zweite would
remain entitled to receive the June Rental Payments and reserve
its rights with respect to certain disputed amounts if the
Delivery Date is delayed to the second window in December 2003.

                          *     *     *

Mr. Justice Farley lifts the CCAA stay to permit DGVR Zweite to:

   -- deliver a notice to Wilf Leasing and RBC Leasing
      terminating the Lease Agreement;

   -- deliver a notice requiring Bank of Montreal Ireland to pay
      the June Rental Payments and the Stipulated Loss Value and
      other necessary amounts;

   -- execute and deliver a bill of sale transferring its rights,
      title and interest in and to the aircraft to Bank of
      Montreal Ireland pursuant to the Payment Assumption
      Agreement; and

   -- execute and deliver any further documentation as Bank of
      Montreal Ireland requests to evidence transfer of title to
      the aircraft.

DGVR Zweite may take these Lease Termination Actions at any time
on or after December 5, 2003.  DGVR Zweite may perform the Lease
Termination Actions earlier if it receives three business days'
notice from the affected parties asking it to take the Lease
Termination Actions much earlier.

DGVR Zweite will coordinate the termination of the existing Lease
Agreement with entering into new lease arrangements with Air
Canada concerning the aircraft or the return of the aircraft. (Air
Canada Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AKROKERI-ASHANTI: Default on Loans Raise Going Concern Doubt
------------------------------------------------------------
Akrokeri-Ashanti Gold Mines Inc., announced its results for the
quarter ended September 30, 2003.

Third Quarter Results (three months ended September 30, 2003
compared with 3 months ended September 30, 2002)

- Revenues were U.S. $4,352,870 compared with U.S. $3,192,429.

- Net loss was U.S. $1,571,942 compared with U.S. $1,618,822

- Net loss per share was U.S. $0.039 compared with U.S. $0.040

- Cash flow(1) was negative U.S. $320,764 compared with negative
  U.S. $738,371.

- Cash flow per share was negative U.S. $0.008 compared with
  negative U.S. $0.018.

     Nine Month Results (nine months ended September 30, 2003
       compared with nine months ended September 30, 2002)

- Revenues were U.S. $12,271,495 compared with U.S. $10,770,629.

- Net loss was U.S. $4,793,598 compared with net loss U.S.
  $3,417,013.

- Net loss per share was U.S. $0.118 compared with net loss per  
  share U.S. $0.084.

- Cash flow was negative U.S. $742,805 compared with negative
  U.S. $331,785.

- Cash flow per share was negative U.S. $0.018 compared with
  negative U.S. $0.008.

Gold production at the Bonte Mine for the third quarter of the
year was 11,866 ounces, a 17% increase over the 10,127 ounces
produced in the third quarter of 2002. The Company realized an
average price of U.S. $367 per ounce of gold during the third
quarter of 2003 compared to an average realized price of U.S. $315
per ounce for the same period in 2002. The average mine cash cost
to produce an ounce of gold in the third quarter of 2003 was U.S.
$348 compared with U.S. $321 for the same period in 2002.

During the quarter, most of the new leased equipment arrived at
the Bonte Mine. The Company mined and processed 521,942 m3 of ore
with a recovered gold grade of 0.71 grams/m3 during the third
quarter, compared to 434,241 m3 of ore with a recovered gold grade
of 0.70 grams/m3 mined and processed in the second quarter. This
production level is approaching the Bonte Mine's quarterly
production goal of 540,000 m3. The final step to achieving the
goal of 5,000 ounces of gold production per month is expected to
coincide with the anticipated end to the wet season in early
December when the presently flooded high grade areas of floodplain
ore will be developed and mined.

Accounts payable and accrued liabilities, including bank
overdraft, increased by $519,765 from $5,270,620 at December 31,
2002 to $5,790,385 at September 30, 2003. Total liabilities
increased by $1,542,320 from $14,844,991 at December 31, 2002 to
$16,387,311 at September 30, 2003. The Company has a working
capital deficiency of $13,078,443 as at September 30, 2003. The
Company is currently in default of its obligations under the 14%
Convertible Subordinated Debentures (the "Debentures"), the 18%
Secured Notes (the "Notes"), and various equipment loan
facilities. The Company's ability to continue as a going concern
is dependent upon, among other things, its ability to renegotiate
terms with respect to the debt in default, obtain necessary
financing to meet its obligations, repay its liabilities arising
from normal business operations when they become due, and achieve
and maintain future profitable operations.

The option agreement for the Antonieta property in Peru expired
during the third quarter and the costs associated with this
project were written off.

Mr. Peter Crossgrove has announced his resignation from the board
of directors, effective November 20th 2003, in order to spend more
time enjoying his retirement.

Management will continue to carry out the difficult job of
stabilizing operations at the Bonte Mine, bringing its gold
production and cash flow back to acceptable levels and reducing
the debt in Ghana. Furthermore, management will continue to work
with its creditors to find a resolution of the Company's current
financial situation that is equitable for all stakeholders.

Akrokeri-Ashanti Gold Mines Inc. operates through its three
principal subsidiaries: (i) Bonte Gold Mines Limited, an 85%-
controlled Ghanaian subsidiary that operates the Bonte Gold Mine
and holds a 30-year mining lease on the Esaase property; (ii) Jeni
Gold Mining Limited, a 90%-controlled Ghanaian subsidiary that
holds 100% of the surface rights to the Jeni property, which is
adjacent to the Esaase property; and (iii) Goldenrae Mining
Company Limited, a 90%-controlled Ghanaian subsidiary that holds
30-year mining leases on the Kwabeng and Pameng properties.

The Company has approximately 40.8 million common shares
outstanding. The shares are listed and posted for trading on the
TSX Venture Exchange under the symbol "YAG".


AMERADA HESS: Caps Price of Tender Offerings for Three Notes
------------------------------------------------------------
Amerada Hess Corporation (NYSE: AHC) announced the reference yield
for certain of its previously announced tender offers.

                                                   Purchase Price
                                                      per $1,000
                             Reference    Fixed   principal amount
Tender Offer                   Yield      Spread       of Notes
------------                 ---------    ------- ----------------
5.30% Notes due
   August 15, 2004             1.159%      0.25%      $1,027.09
  (CUSIP 023551AK0)

9.25% Notes due
   April 15, 2005              1.492%      0.60%      $1,096.09
  (CUSIP 89675VAB4)

8.875% Notes
   due October 1, 2007         1.230%      0.50%      $1,102.37
   (CUSIP 89676KAC5)

Amerada Hess will pay a price on the settlement date equivalent to
a yield to maturity equal to the sum of (a) the reference yield
and (b) the fixed spread, set out opposite the note on the chart
above, plus accrued interest up to, but excluding, the date of
payment.  Assuming a settlement date of December 2, 2003, the
purchase price would be as set out above, plus accrued interest on
the note up to, but excluding, the date of payment.

The offer for the Notes is made on the terms and subject to the
conditions described in the Offer to Purchase dated November 17,
2003, and the related Letter of Transmittal.

Amerada Hess will announce the reference yield applicable to its
tender for its 5.90% Notes due August 15, 2006 (CUSIP 023551AG9).

Goldman, Sachs & Co. is acting as dealer manager.  Questions
concerning the terms of the tender offer may be directed to
Goldman, Sachs & Co. at 800-828-3182 (toll free) or 212-902-4419
(collect).  Questions concerning the procedures for tendering
Notes or requests for the Offer to Purchase documents may be
directed to D.F. King & Co., Inc., the Information Agent and
Tender Agent, at (800) 848-3416.

As previously reported, Standard & Poor's assigned its 'BB+'
rating to $600 million offering of its Mandatory Convertible
Preferred Stock (12 million shares with a liquidation preference
of $50 per share), with negative outlook.

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.


AMERICAN SPORTS: Paintball Unit Continues Seeking Merger Options
----------------------------------------------------------------
In September 2003, Paintball Inc., a wholly-owned subsidiary of
American Sports Development Group, Inc. entered into a Letter of
Intent with Accucaps Industries Limited.  Accucaps submitted an
offer to Paintball Inc. proposing to purchase assets, inventory
and intellectual properties of Paintball Inc., and to provide
interim financing pending such sale.  Because the Bankruptcy Court
for the District of South Carolina would not approve a certain
proposed term of the sale, Accucaps rescinded its offer.

The Company continued to seek suitable merger or acquisition
partners during this process, but was not successful.  As a
result, and due to Paintball's continuing incurrence of losses, on
October 31, 2003, Paintball Inc. effectively ceased operations
and its employees were terminated.

On November 6, 2003, Paintball Inc.'s bankruptcy status was
converted from Chapter 11 of the Bankruptcy Code to Chapter 7.
Chapter 11 of the Bankruptcy Code pertains to reorganizations,
whereas Chapter 7 relates to liquidation.  As of November 11,
2003, a Trustee had not yet been appointed.

The Company continues to seek suitable merger or acquisition
partners but there can be no assurance that such efforts will be
successful.


AMERICANA PUBLISHING: Capital Deficits Raise Going Concern Doubt
----------------------------------------------------------------
Americana Publishing, Inc., over the preceding nine months, has
generated $924,198 in  sales. Based on current sales levels
combined with a reduction of operating expenses, Americana's
management believes the Company will have sufficient capital to
sustain operations until December 31, 2003.  

However, the Company cannot guarantee that  revenues will continue
at their current levels, and any significant reduction in revenues
may impair the Company's ability to continue its operations.  
During the next 12 months, management expects that the Company
will be required to raise additional capital. Historically the
Company helped finance its operations through the sale of common
stock.  Before the Company can sell additional shares of its
common stock to raise funds,  however, the stockholders must
approve an increase in the authorized number of shares of common
stock.  There is no assurance that the stockholders will approve
any such increase.  If the stockholders do not approve an increase
in the authorized number of shares of common stock, the Company's
ability to raise capital will be severely  curtailed.  If the
publishing company needs additional capital before an increase in
the authorized number of shares of common stock is approved by its
stockholders, management  will attempt to borrow funds from its
affiliates. Its affiliates have no obligation to lend money to
American Publishing, however.

The Company's loss from operations was $2,203,452 for the nine
month period ended September 30, 2003 as compared to a loss from
operations of $1,404,034 for the nine month period ended September
30, 2002, an increase of $799,418.  The increase in net loss from
operations was primarily attributable to the issuance of common
stock to employees and consultants for services rendered.  In
order to conserve cash, the Company pays its employees and
consultants with common stock when feasible, therefore the Company
expects to continue to recognize this non-cash expense in the
future.

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.  
During the years ended December 31, 2002 and 2001, Americana
Publishing incurred losses of $2,615,118 and $5,775,333,
respectively.  In addition, as of December 31, 2002, total current
liabilities exceeded total current assets by  $2,793,597, and the
shareholders' deficit was $2,489,083.  These factors, among
others, raise substantial doubt about the ability of the Company
to continue as a going concern.


AMES: Wants Nod for 3rd Amendment to $100M Kimco DIP Financing
--------------------------------------------------------------
Based on the Ames Dept. Debtors' current cash flow projections and
operating expense estimates, Deryck A. Palmer, Esq., at Weil,
Gotshal & Manges LLP, in New York, tells the Court that the
Debtors' present operating cash may not be sufficient to purchase
the administrative expense claims.  As a result of the ongoing
sales of their real property assets, Mr. Palmer says that the
Debtors are unable to borrow sufficient funds for the Claims
Settlement Program from Kimco Funding LLC.  Kimco provided the
Debtors with $100,000,000 in postpetition financing under a
Revolving Credit, Guaranty, and Security Agreement, as amended on
October 15, 2002.  Among other things, the Debtors use the
proceeds under the facility to fund their employee retention
program and Wind-Down operations.

Because the Debtors may be unable to fund settlements of
administrative expense claims pursuant to the Claims Settlement
Program, they asked Kimco to amend the Borrowing Base under the
DIP Credit Agreement so they can loan up to $32,500,000, plus an
additional $12,500,000 on the terms set forth in the third
amendment to the Kimco DIP Credit Agreement.  Kimco consented to
the amendment.

By this motion, the Debtors ask the Court to approve the Third
Amendment to the DIP Credit Agreement with Kimco.

The significant elements of the Third Amendment to the DIP Credit
Agreement are:

Revolving Commitment:   At no time will the aggregate principal
                        amount of the Loans, when added to the
                        outstanding aggregate principal amount of
                        all Loans outstanding at such time under
                        the Existing DIP Credit Agreement, exceed
                        the lesser of:

                        -- the Borrowing Base;

                        -- $32,500,000 before the occurrence of
                           the Step-Up Date, and $45,000,000
                           following the occurrence of the
                           Step-Up Date; and

                        -- the Commitment.

                        "Step-Up Date" means the date when Kimco,
                        the Debtors, and the Committee agree in
                        writing to increase the maximum amount of
                        Loans permitted to be outstanding,
                        provided no Event of Default will have
                        occurred.

Use of Proceeds:        Following the approval of the Third
                        Amendment -- Third Amendment Effective
                        Date -- in addition to financing the
                        carrying costs for the Debtors' Real
                        Property Assets until they are sold or
                        assigned, the Debtors may utilize the
                        proceeds of the Loans solely:

                        -- to fund settlements of Administrative
                           Claims in the Cases settled; and

                        -- for general corporate purposes, but
                           only to the extent that at the time a
                           Loan is requested for that purpose, no
                           Debtors will use cash on hand to fund
                           a settlement of Administrative Claims.

Borrowing Base
Definition:             An amount equal to the sum of:

                        (a) 80% of the fair market value of the
                            Real Property Assets determined by
                            Kimco and the Debtors in their
                            reasonable business judgment or, in
                            the event Kimco and the Debtors will
                            not agree to the fair market value,
                            by an independent third party
                            appraiser retained by Kimco; and

                        (b) 50% of the amount of Accounts
                            Receivable at that time.

Fees and Expenses:      (1) Loan Fees

                        In consideration for the Commitment, in
                        addition to the existing fees set forth
                        in the Existing Kimco DIP Credit
                        Agreement, the Debtors will be obligated
                        to pay:

                          (i) a structuring fee equal to 1% of
                              $32,500,000; and

                         (ii) upon the occurrence of the Step-Up
                              Date, a further fee equal to 1% of
                              the amount of Loans extended which,
                              when added to Loans then
                              outstanding, exceed $32,500,000.

                        The Structuring Fee will be due and
                        payable by the Debtors as of the date of
                        the Third Amendment.  The Step-Up Fee
                        will be due and payable by the Debtors as
                        of the Step-Up Date.

                        (2) Contingent Fee

                        The Debtors will pay Kimco a loan fee
                        equal to 25% of the Net Savings to the
                        extent settlement payments are funded
                        with the proceeds of a Loan.  Each
                        Contingent Fee will be deemed earned,
                        due, and payable as of the date any
                        Debtor funds a settlement of any
                        Administrative Claim.

                        Provided no Event of Default will have
                        occurred and continue, the Debtors will
                        be initially required to pay Kimco 60% of
                        the Contingent Fee then earned, due, and
                        payable and the remaining 40% on or
                        before the Consummation True-Up Date,
                        provided, however, that the Debtors may
                        defer the initial payment until the time
                        they will have more than $12,000,000 on
                        deposit in their operating accounts.

                        The determination of the Contingent Fee
                        will be subject to the True-Up utilizing
                        the Blended Rate as set forth in the
                        Existing Kimco DIP Agreement.

                        For purposes of calculating a Contingent
                        Fee, "Net Savings" means an amount:

                        -- equal to the asserted Administrative
                           Claim;

                        -- multiplied by the percentage of the
                           asserted claim the claimant would have
                           received if no Administrative Claims
                           would have been settled by the Debtors
                           subsequent to the Third Amendment
                           Effective Date; and

                        -- less the actual amount paid to the
                           claimant as a result of a settlement.

                        "True-Up" means for the purposes of
                        recalculating the Contingent Fee at the
                        time:

                          (i) the percentage of each
                              Administrative Claim asserted by
                              claimants that would have been paid
                              if no Administrative Claims would
                              have been settled by the Debtors
                              subsequent to the Third Amendment
                              Effective Date; and

                         (ii) making the necessary upward or
                              downward adjustments to the
                              Contingent Fees paid by the Debtors
                              utilizing the Blended Rate at that
                              time.

                        "Blended Rate" means, at the time of
                        determination, an amount equal to the
                        average amount repaid to claimants of
                        Administrative Claims pursuant to
                        settlements of Administrative Claims
                        settled.

                        (3) Payments Upon Shortfall

                        When Fees will be payable and the
                        Debtors' funds on hand are insufficient
                        to satisfy these Fees, the Debtors will
                        be deemed to have requested a Loan equal
                        to the shortfall.  This Loan will be
                        deemed to have been made and the proceeds
                        simultaneously paid to Kimco in
                        satisfaction of the unpaid amount of the
                        Fees.

Further Conditions
to Each Loan:           (1) In the case of any Loan incurred from
                            and after the Third Amendment
                            Effective Date, an aggregate cash
                            balance not less than $7,500,000 will
                            be on deposit in the Debtors'
                            operating accounts immediately before
                            the borrowing; and

                        (2) In the case of any Loan incurred
                            which, when added to the Loans
                            outstanding, would exceed
                            $32,500,000, the Step-Up Date will
                            have occurred.

Budget:                 Budget reports are waived for future
                        borrowings.

Settlement of
Administrative Claims:  The Debtors will use commercially
                        reasonable efforts to effect settlements
                        of Administrative Claims in a manner
                        consistent with the Claims Settlement
                        Program.

True-Up Procedures      (1) Upon the occurrence of the
                            Termination True-Up Date:

                            * Kimco will cause a True-Up; and

                            * The Debtors will establish the
                              True-Up Escrow Account into which
                              the Debtors will deposit an amount
                              equal to the difference between the
                              total amount of fees owed to Kimco
                              following the True-Up calculation
                              and the total Contingent Fees
                              previously paid to Kimco.

                        (2) Upon the occurrence of the
                            Consummation True-Up Date:

                            * Kimco will cause a True-Up;

                            * Funds on deposit in the True-Up
                              Escrow Account will be disbursed to
                              Kimco to the extent of any amounts
                              due and owing to Kimco on account
                              of unpaid portions of the
                              Contingent Fee following the
                              True-Up calculation at that time;
                              and

                            * To the extent any disbursement
                              would be insufficient to satisfy
                              the amounts owed to Kimco, the
                              Debtors will immediately pay over
                              to Kimco the additional amounts.
                              To the extent following the True-Up
                              Kimco actually received payments
                              exceeding the amount actually owed
                              to it, Kimco will promptly refund
                              the excess to the Debtors.

Mr. Palmer asserts that the Third Amendment should be approved
because Kimco's knowledge of the Debtors' business, the fact that
virtually all the Debtors' assets are encumbered by liens held by
or on its behalf, the extent and value of Kimco's collateral, and
the need for expeditious relief makes the Third Amendment to the
Existing DIP Credit Agreement the most realistic proposal for the
Debtors' financing needs.  Mr. Palmer also points out that the
Debtors would be unable to obtain additional financing by merely
offering a lender an administrative expense claim or a junior
lien on their assets. (AMES Bankruptcy News, Issue No. 46;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMTROL INC: Completes Amendments to Senior Credit Facilities
------------------------------------------------------------
AMTROL it has completed amendments to its senior credit facilities
that improve liquidity and revise certain covenants.

On November 18, 2003, the Company amended its senior first-
priority secured credit facility with Foothill Capital Corporation
by entering into the First Amendment and Waiver to Loan and
Security Agreement and also amended its senior second-priority
secured credit facility with affiliates of the Cypress Group
L.L.C. by entering into the Second Amendment to Loan and Security
Agreement. The First Amendment increased Term Loan B by $15.0
million to $20.3 million and extended the maturity date of Term
Loan B to December 26, 2005. Commitments under the Revolving
Credit Facility and Term Loan A were reduced in the aggregate from
$35.0 million to $30.0 million. The additional funds provided by
the First Amendment will be used for capital investment programs,
general working capital purposes and may also be used to purchase
the Company's Senior Subordinated Notes in an aggregate amount not
to exceed $5.0 million. The First Amendment also revised certain
covenants to be more consistent with the Company's business plans.

The First Amendment and the Second Amendment also give the Company
the right, through December 31, 2003, to exchange additional new
debt totaling $6.3 million provided under the Cypress Facility for
a portion of the Company's Senior Subordinated Notes held by
affiliates of The Cypress Group L.L.C. The Company and or
affiliates of the Company, including entities related to Cypress
may continue, from time to time, to purchase the Senior
Subordinated Notes previously issued by the Company in the open
market or by other means.

The Company's obligations under the Foothill Facility and Cypress
Facility continue to be guaranteed by Amtrol Holdings Inc. and
each direct and indirect domestic subsidiary of the Company and
are secured by substantially all assets of the Company and its
subsidiaries.

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


AQUA-NOVUS CORP: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Aqua-Novus Corp.
        35 Pinelawn Road
        Melville, New York 11747
        fka Wastewater Biological Solutions Corp.

Bankruptcy Case No.: 03-87479

Type of Business: The Debtor is a provider of wastewater bio-
                  augmentation solutions in North America.

Chapter 11 Petition Date: November 17, 2003

Court: Eastern District of New York (Central Islip)

Judge: Melanie L. Cyganowski

Debtor's Counsel: Ronald M. Terenzi, Esq.
                  Berkman Henoch Peterson & Peddy PC
                  100 Garden City Plaza-3rd Floor
                  Garden City, NY 11530
                  Tel: 516-222-6200

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
John Lucido                 Lawsuit Seeking           $300,000
46 Merrits Path             Reinstatement And    
Rocky Point, NY 11778       Back Pay

Infragistics                Current Leasehold         $158,733
                            Interest Based On One
                            Year Future Rent

Merit Paper                 Current Leasehold          $67,103
                            Interest Based On One Year
                            Future Rent

Sheer Plaza                 Current Leasehold          $46,848
                            Interest Based On One
                            Year Future Rent

Mccarthy & Modelewski       Attorneys Fees             $41,247

Violet Herring              Current Leasehold          $18,750
                            Interest Based On One
                            Year Future Rent

John Friel                  Reimbursement For          $18,567
                            Equipment Purchase

Century 21                  Current Leasehold          $14,400
                            Interest Based On One
                            Year Future Rent

Fleet Business Services     Credit Card Purchases       $9,567

Usa Blue Book               Trade Debt                  $9,274

Coughlin Foundotos          Accountant's Fees           $6,500
Cullen & Danowski

Bryan Cave, Llp             Legal Services              $4,621

Jonathan Shaffer                                        $4,615

Robert Carson                                           $3,846

Robert J. Beine                                         $2,884

Thomas Mcmahon                                          $2,884

Raymond Woznick                                         $2,750

James E. Santora                                        $2,307

Kenneth Pesonen                                         $2,000

Robert W. Beine                                         $2,000


ARMSTRONG: Wins Approval for Settlement with Travelers Casualty
---------------------------------------------------------------
Rebecca L. Booth, Esq., at Richards Layton & Finger in Wilmington,
asks U.S. Bankruptcy Court Judge Newsome to approve a settlement
between Armstrong World Industries and Travelers Casualty and
Surety Company.  

                       Insurance Coverage

In May 1998, Travelers and AWI signed a confidential compromise
and settlement agreement under which Travelers has made, or is
obligated to make, payments for:

      (1) the expense associated with the legal defense of AWI
          against suits filed by various personal injury
          claimants, and

       (2) indemnity related to those claims.

                   Claims and Contested Matters

Under the confidential agreement not otherwise described, AWI owes
certain indemnity obligations to Travelers.  In that connection,
in August 2001, Travelers filed proofs of claim in AWI's chapter
11 case in which Travelers asserted it held various claims against
AWI's estate in unliquidated amounts.

In September 2003, Travelers filed objections to AWI's Fourth
Amended Plan in which Travelers objected to the transfer and
assignment to an asbestos personal injury trust of rights under
insurance policies issued to AWI by Travelers, or settlement
agreements made with respect to those policies, including the 1998
Agreement and payment of AWI's indemnity obligations under that
1998 Agreement.

                        The Settlement

The parties now agree to settle that confirmation objection and
the Travelers claims on these terms:

       (1) All terms of the 1998 Agreement will remain in full
           force and effect, and binding on the parties, unless
           expressly modified in this settlement.

       (2) Travelers waives and relinquishes all of its rights
           to defense and indemnification under the 1998
           Agreement.

       (3) Travelers' objection to confirmation is withdrawn
           with prejudice.

       (4) The proofs of claim filed by Travelers arising out of
           the 1998 Settlement Agreement are deemed disallowed
           with prejudice and expunged.

       (5) Travelers consents to the transfer and assignment of
           the Asbestos PI Insurance Asset to the Asbestos PI
           Trust under the Plan insofar as the Asbestos PI
           Insurance Asset consists of rights under the policies
           or settlement agreements made with respect to the
           policies, including the 1998 Agreement.

       (6) Travelers further agrees that such transfer will not
           vitiate the coverage under the policies or affect the
           rights and obligations arising under the 1998
           Agreement.

       (7) With respect to Asbestos Personal Injury Claims, as
           of the Effective Date of the Plan, Travelers will pay
           to the Asbestos PI Trust:

              (a) amounts due AWI or its designee that have not
                  yet been paid under the 1998 Agreement:

                     (i) subject to the continued application of
                         the annual caps set out in the 1998
                         Agreement; and

                    (ii) subject to and until, with respect only
                         to policies issued by Travelers that
                         insure both AWI and its former
                         subsidiary, ACandS, Inc., the resolution
                         -- by means of a negotiated agreement
                         between ACandS and AWI or their
                         respective successors or by means of
                         litigation or arbitration -- of the
                         Shared Policy issues currently pending in
                         litigation styled "Travelers Casualty and
                         Surety Co. v. Armstrong World Industries,
                         Inc., and ACandS, Inc." pending in the
                         Bankruptcy Court for the District of
                         Delaware; and

              (b) amounts that may in the future be billed to
                  Travelers by the Asbestos PI Trust or its
                  designate in accordance with the terms of the
                  1998 Agreement, subject to the provisions for
                  disputed bills set out in the 1998 Agreement.

       (8) Travelers waives its right to dispute any bills
           presented by or on behalf of the Asbestos PI Trust on
           the grounds that Travelers insured AWI rather than
           the Asbestos PI Trust, or that the Asbestos Personal
           Injury Claims were resolved by the Asbestos PI Trust
           in accordance with the Plan.  For purposes of billing
           under the 1997 Agreement by or on behalf of the
           Asbestos PI Trust, Travelers will be billed for
           Liability Payments, as defined in the 1998 Agreement,
           in such a manner that all bills submitted to
           Travelers shall show alternative billing methods as
           detailed in the Settlement Agreement.

                        Best Interests

Given that this settlement represents the successful removal of
what could have been a significant impediment to the confirmation
of the Plan and the future smooth operations of the Asbestos PI
Trust, Ms. Booth has only to point out the obvious to demonstrate
that approval of this settlement is in the best interests of these
estates and creditors.  Ms. Booth says that, when the attendant
costs and risks of litigation are balanced against the probability
of success, AWI believes, in the exercise of its sound business
judgment, that the Settlement Agreement is in the best interests
of AWI's estate and its creditors and should be approved.

Villina D. Gresham, Second Vice President of the Travelers
companies, signs the settlement for the insurers.

Judge Newsome joins the parties in approving this settlement.
(Armstrong Bankruptcy News, Issue No. 52; Bankruptcy Creditors'
Service, Inc., 215/945-7000)   


ARVINMERITOR INC: Terminates Tender Offer for Dana Corp. Shares
---------------------------------------------------------------
ArvinMeritor, Inc. (NYSE: ARM) has terminated its $18.00 per share
all cash tender offer to acquire all of the outstanding common
shares of Dana Corporation (NYSE: DCN) following Dana's
announcement that its board of directors recommends that its
shareowners reject ArvinMeritor's increased offer.  No Dana shares
were purchased by ArvinMeritor pursuant to the offer, and all
tendered shares will be returned promptly.

Larry Yost, chairman and chief executive officer of ArvinMeritor,
said, "We are disappointed that the Dana Board is unwilling to sit
down with us and has chosen instead to deprive Dana's shareowners
of the immediate and substantial value inherent in our $18.00 per
share offer.  However, as we have previously stated, this was our
final offer.  Our primary responsibility is to ArvinMeritor's
shareowners, and we do not believe it is in their best interests
to continue expending valuable corporate resources for an
indeterminate period of time.  ArvinMeritor believes industry
consolidation is necessary and inevitable, and we will pursue an
organic growth strategy, while examining opportunities for
consolidation that enhance value for our shareowners.

"ArvinMeritor will continue to focus on growth products and on
expanding its product portfolio, and remains well-positioned to
compete in established and emerging markets around the world.  Our
strategy will continue to build upon our ability to identify,
execute and deliver critical cost efficiencies, while we focus on
providing customers with superior technology, products and
services they need to remain competitive in a changing industry
environment."

The company reiterated its guidance of $0.25 to $0.30 per diluted
share for the first quarter of fiscal year 2004, and its full-year
2004 guidance in the range of $2.20 to $2.40 per diluted share.

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


ATA HOLDINGS: Extends Exchange Offers for 10.50% & 9-5/8% Notes
---------------------------------------------------------------
ATA Holdings Corp. (Nasdaq: ATAH), the parent company of ATA
Airlines, Inc., announced the extension of its offers to exchange:

     -- newly issued 11 percent Senior Notes due 2009 and
        cash consideration for any and all of the $175 million
        outstanding principal amount of its 10-1/2 percent Senior
        Notes due 2004; and

     -- newly issued 10-1/8 percent Senior Notes due 2010 and cash
        consideration for any and all of the $125 million
        outstanding principal amount of its 9-5/8 percent Senior
        Notes due 2005.

As part of the Exchange Offers, the Company is also seeking
solicitations of consents to amend the indentures under which the
Existing Notes were issued.  The Company has extended the
expiration date of the Exchange Offers until 5 p.m., New York City
Time, on December 5, 2003, unless further extended by the Company.  
In addition, the Company has extended the deadline for holders of
Existing Notes to deliver consents and receive the consent payment
to December 5, 2003, unless further extended by the Company.

As previously disclosed, the Company continues to be in
discussions with a group of holders of the Existing Notes with
respect to their participation in the Exchange Offers, and it has
extended the Exchange Offers to facilitate these discussions.

The withdrawal deadline for the Exchange Offers has expired, and
tenders with respect to any Existing Notes that have already been
tendered or are subsequently tendered may not be withdrawn.  The
other terms of the Exchange Offers remain unchanged, and they are
subject to a number of significant conditions, including but not
limited to receiving valid tenders representing at least 85
percent in principal amount of each series of Existing Notes and
receiving the consent of the Air Transportation Stabilization
Board pursuant to the Company's government-guaranteed term loan.  
As of November 21, 2003, $11,510,000 principal amount of 2004
Notes and $29,550,000 principal amount of 2005 Notes had been
tendered and not withdrawn in the Exchange Offers.

The Exchange Offers are being made pursuant to the exemption from
registration provided by Section 4(2) of the Securities Act of
1933, as amended.  The New Notes offered in the Exchange Offers
have not been and will not be registered under the Securities Act
or any state securities laws and may not be offered or sold in the
United States absent registration or applicable exemption from the
registration requirements of the Securities Act and any applicable
state securities laws.

Now celebrating its 30th year of operation, ATA (S&P, CCC
Corporate Credit Rating, Developing) is the nation's 10th largest
passenger carrier based on revenue passenger miles. ATA operates
significant scheduled service from Chicago-Midway, Hawaii,
Indianapolis, New York and San Francisco to more than 40 business
and vacation destinations. To learn more about the company, visit
the Web site at http://www.ata.com


BERRY HILL HOTEL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Berry Hill Hotel Associates, LLC
        501 North Frederick Avenue
        Suite 107
        Gaithersburg, Maryland 20877

Bankruptcy Case No.: 03-20138

Type of Business: Berry Hill Hotel Associates LLC is the owner of
                  the historic Berry Hill Mansion.  The Company
                  completed improvements and renovations exceeding
                  $30 million last year, bringing the historic,
                  antebellum landmark well into the 21st century,
                  while preserving the property's Greek Revival
                  architecture and Southern hospitality.  The 284-
                  year-old Berry Hill estate opened its gates to
                  the public in the spring of 2002.  Berry Hill is
                  operated by Marriott

Chapter 11 Petition Date: November 20, 2003

Court: District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: Nelson C. Cohen, Esq.
                  Zuckerman Spaeder LLP
                  1201 Connecticut Ave., NW
                  Washington, DC 20036
                  Tel: 202-778-1800

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Marriott International      Trade debt                $422,281
Attn: Noah Silverman
Marriott Drive
Washington, DC 20058
Attn: Noah Silverman
  Tel: 301-380-5253

Ryan Hill                                             $311,958
501 North Frederick Avenue
Suite 107
Gaithersburg, MD 20877

Sodexho                     Trade Debt                 $95,919

Siemens Enterprise          Trade Debt                 $72,849
Networks                            

Dominion Power              Trade Debt                 $56,851

US Foodservice              Trade Debt                 $18,453

Sysco Food Services         Trade Debt                 $17,403

Providence Graphics         Trade Debt                 $16,568

Tarheel Linen Service       Trade Debt                 $14,512      

Party Perfect               Trade Debt                 $13,206  

Cox Marketing Group         Trade Debt                 $13,003

Sprint                      Trade Debt                 $12,932

MF Foley - Boston           Trade Debt                  $9,581

Southern Air Inc.           Trade Debt                  $8,281

Xerox Capital               Trade Debt                  $6,631

ON Command                                              $6,545

Cintas                      Trade Debt                  $4,566

Hubart Service              Trade Debt                  $4,076

SFI Electronics             Trade Debt                  $3,530

Capital Outdoor Inc.        Trade Debt                  $3,359

    
BIG CITY RADIO: Completes Final Asset Sale Transactions
-------------------------------------------------------
Since its inception, Big City Radio incurred substantial net
operating losses primarily due to broadcast cash flow deficits
associated with the start up of its radio station operations. As
of September 30, 2003, the Company had completed four of five
planned asset sale transactions.

On November 5, 2003, the final transaction closed. As a result of
these transactions, the Company has sold all of its operating
assets.  As a further result of the completed asset sales and the
realized and unrealized gains in the Entravision Class A common
stock since April 16, 2003, the date the Entravision transaction
was completed, the Company has reported a total estimated tax
provision for Federal and State taxes for the nine months ended
September 30, 2003 of approximately $6.5 million.

As of September 30, 2003, the Company has made estimated tax
payments of approximately $4 million. This total provision was
estimated assuming the liquidation of the Entravision Class A
common stock at its closing price on September 30, 2003. As of
September 30, 2003, the Company had contractual liabilities to
management under employment arrangements estimated as
approximately $2.2 million, approximately $1.04 million of which
related to Charles Fernandez.  As a result, Big City expects to
generate net operating losses until it is dissolved.

                         *      *      *

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


BOOT TOWN: Has Until December 15 to Complete and File Schedules
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas gave
Boot Town, Inc., an extension to file its schedules of assets and
liabilities, statements of financial affairs and lists of
executory contracts and unexpired leases required under 11 U.S.C.
Sec. 521(1).  The Debtor has until December 15, 2003, to file
these financial disclosure documents.

Headquartered in Farmers Branch, Texas, Boot Town, Inc., is a
retailer of brand name boots and western wear: hats, belts,
buckles, and jeans.  The Company filed for chapter 11 protection
on November 17, 2003 (Bankr. N.D. Tex. Case No.: 03-81845).
Cynthia Cole, Esq., Esq. Neligan Tarpley Andrews & Foley, L.L.P.
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed more
than $10 million in both estimated assets and debts.


BURLINGTON INDUSTRIES: Plan Declared Effective on Nov. 10, 2003
---------------------------------------------------------------
Pursuant to the Confirmation Order, the Burlington Industries
Debtors' Plan became effective in accordance with its terms on
November 10, 2003.

A. Discharge of Claims and Termination of Interests

   (a) As of the Effective Date, the Confirmation will:

       (1) discharge the Debtors who are to become Reorganized
           Purchased Debtors from all Claims or other debtors
           that arose on or before the Effective Date, and all
           debts of the kind specified in Section 502(g), 502(h)
           or 502(i) of the Bankruptcy Code, whether or not:
      
              -- a proof of claim based on the debt is filed or
                 deemed filed pursuant to Section 501;

              -- a claim based on the debt is allowed pursuant to
                 Section 502; or

              -- the holder of a claim based on the debt has
                 accepted the Plan; and

       (2) terminate all Interests and other rights of equity
           security holders in the Debtors.

   (b) As of the Effective Date, the Confirmation Order will be a
       judicial determination of a discharge of all the Claims
       and other debtors and liabilities against the Debtors who
       are to become Reorganized Purchased Debtors and a
       termination of all the Interests and other rights of
       equity security holders in the Debtors, pursuant to
       Sections 524 and 1141 and the discharge will void any
       judgment obtained against a Debtor at any time, to the
       extent that the judgment relates to a discharged Claim or
       terminated Interest.

   (c) Pursuant to Section 1141(d)(3), the Plan and the
       Confirmation Order will not discharge any Debtor who does
       not become a Reorganized Purchased Debtor from any Claim
       or Liability that arose before the Confirmation Date;
       provided, however, that no holder of a Claim against any
       Debtor may, on account of the Claim, seek or receive any
       payment or other distribution from, or seek recourse
       against, any Debtor, Reorganized Debtor, their successors
       or their property, except as expressly provided in the
       Plan.

B. Injunctions

   (a) As of the Effective Date, all entities that have held,
       currently hold or may hold a Claim or other debt or
       liability that is discharged or an Interest or other right
       of an equity security holder that is terminated pursuant
       to the terms of the Plan will be permanently enjoined from
       taking any of these actions on account of any the
       discharged Claims, debts or Liabilities or terminated
       Interests or rights:

       (1) commencing or continuing in any manner any action or
           other proceeding against the Debtors, Reorganized
           Debtors, Estates, BII Distribution Trust, Distribution
           Trust Representative or their property, other than to
           enforce any right pursuant to the Plan to a
           Distribution;

       (2) enforcing, attaching, collecting or recovering in any
           manner, any judgment, award, decree or order against
           the Debtors, Reorganized Debtors, Estates, BII
           Distribution Trust, Distribution Trust Representative
           or their property, other than as permitted;

       (3) creating, perfecting or enforcing any Lien against the
           Debtors, Reorganized Debtors, Estates, BII
           Distribution Trust, Distribution Trust Representative
           or their property;

       (4) asserting a set-off, right of subrogation or
           recoupment of any kind against any debt, liability or
           obligation due to the Debtors, Reorganized Debtors,
           Estates, BII Distribution Trust or Distribution Trust
           Representative; and

       (5) commencing or continuing any action, in any manner, in
           any place that does not comply with or is inconsistent
           with the provisions of the Plan.

   (b) As of the Effective Date, all entities that have held,
       currently hold or may hold any Liabilities that are
       released pursuant to the Plan will be permanently enjoined
       from taking any of these actions against any released
       entity or its property on account of the released
       Liabilities:

       (1) commencing or continuing in any manner any action or
           other proceeding;

       (2) enforcing, attaching, collecting or recovering in any
           manner any judgment, award, decree or order;

       (3) creating, perfecting or enforcing any Lien;

       (4) asserting a setoff, right of subrogation or recoupment
           of any kind against any debt, liability or obligation
           due to any released entity; and

       (5) commencing or continuing any action, in any manner, in
           any place that does not comply with or is inconsistent
           with the provisions of the Plan.

   (c) By accepting distributions pursuant to the Plan, each
       holder of an Allowed Claim receiving distributions
       pursuant to the Plan will be deemed to have specifically
       consented to the injunction set forth.

C. Subordination Rights

   (a) Pursuant to the Plan, the classification and manner of
       satisfying all Claims and Interests under the Plan take
       into consideration all subordination rights, whether
       arising under general principles of equitable
       subordination, contract, Section 510(c) or otherwise, that
       a holder of a Claim or Interest may have against other
       Claim or Interest holders with respect to any Distribution
       made pursuant to the Plan.  All subordination rights that
       a holder of a Claim may have with respect to any
       Distribution to be made pursuant to the Plan will be
       discharged and terminated, and all actions related to the
       enforcement of the subordination rights will be
       permanently enjoined.  Accordingly, Distributions to
       holders of Allowed Claims will not be subject to payment
       to a beneficiary of the terminated subordination rights or
       to levy, garnishment, attachment or other legal process by
       a beneficiary of the terminated subordination rights.

   (b) Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
       Procedure and in consideration for the Distributions and
       other benefits provided under the Plan, the provisions of
       the Plan will constitute a good faith compromise and
       settlement of all claims or controversies relating to the
       subordination rights that a holder of a Claim may have
       with respect to any Allowed Claim or any Distribution to
       be made pursuant to the Plan on account of any Allowed
       Claim.  The Confirmation Order constitutes the Bankruptcy
       Court's approval, as of the Effective Date, of the
       compromise or settlement of all the claims or
       controversies and the Bankruptcy Court's finding that the
       compromise or settlement is in the best interests of the
       Debtors, Reorganized Debtors, Estates and their property
       and Claim and Interest holders and is fair, equitable and
       reasonable.

   (c) The termination of subordination rights provided for in
       the Plan will not apply to Claims of transferees based
       on transfers voided pursuant to the prosecution of the
       Recovery Actions.

D. Bar Dates

   (a) Administrative Claims

       Requests for payment of Administrative Claims must be
       filed and served on the Distribution Trust Representative,
       pursuant to the procedures specified in the Confirmation
       Order, no later than November 25, 2003.  Objections to the
       requests must be filed and served on the Distribution
       Trust Representative and the requesting party by the later
       of:

          -- February 9, 2004, or

          -- 30 days after the Filing of the applicable request
             for payment of Administrative Claims.

   (b) Professional Fee Claims

       Professionals or other entities asserting a Fee Claim for
       services rendered before the Effective Date must file and
       serve on the Distribution Trust Representative, the Fee
       Auditor and other entities who are designated by the
       Bankruptcy Rules, the Confirmation Order, the Fee Order or
       other order of the Bankruptcy Court, an application for
       final allowance of the Fee Claim no later than
       December 10, 2003.

       Any professional who may receive compensation or
       reimbursement of expenses pursuant to the Ordinary Course
       Professionals Order may continue to receive the
       compensation and reimbursement of expenses for services
       rendered before the Effective Date, without further Court
       review or approval, pursuant to the Ordinary Course
       Professionals Order.

       Objections to any Fee Claim must be filed and served on
       the parties who were served with the application and the
       requesting party by the later of:

          -- February 9, 2004, or

          -- 30 days after the filing of the applicable request
             for payment of the Fee Claim.

   (c) Rejection Damage Claims

       If the rejection of an Executory Contract or Unexpired
       Lease pursuant to the Plan gives rise to a Claim by the
       other party or parties to the contract or lease, the Claim
       will be forever barred and will not be enforceable against
       the Debtors, Reorganized Debtors, Estates, BII
       Distribution Trust, Distribution Trust Representative,
       Buyer, their successors or their properties unless a proof
       of Claim is filed and served on the Distribution Trust
       Representative, pursuant to the procedures specified in
       the Contract Procedures Order and the Confirmation Order
       on or before the later of:

          -- 30 days after the party receives notice of the
             rejection of an Executory Contract or Unexpired
             Lease, or

          -- December 10, 2003. (Burlington Bankruptcy News, Issue
             No. 43; Bankruptcy Creditors' Service, Inc., 215/945-
             7000)    


CHI-CHI'S INC: Court Approves Plan to Pay Hepatitis Victims
-----------------------------------------------------------
Chi-Chi's, Inc., a Mexican restaurant chain headquartered in
Louisville, Kentucky, commented on the recent developments in the
investigation of the Hepatitis A outbreak in Beaver Valley and
announced the start of an outreach effort to the Beaver Valley
community.

The Company has established a toll free number (1-800-328-7761) to
enable all customers or employees affected by the outbreak or
having questions or concerns regarding Hepatitis A to contact Chi-
Chi's.  

The Company received approval Friday from the U.S. Bankruptcy
Court to proceed with a plan to begin to respond to the needs of
affected customers.  That Plan, Rosland Briggs Gammon at Bloomberg
News relates, involves the Company paying a $500,000 deductible
that will permit victims to tap $51 million of insurance proceeds
available to pay medical expenses, lost wages and other losses.

"Chi Chi's is deeply concerned about the effects of this incident
on our guests, our employees and the Beaver Valley community,"
said Bill Zavertnik, COO for Chi-Chi's, Inc. "From the onset, we
have been working hand-in-hand with the public health authorities
to identify the origin of this outbreak. And we have taken every
possible step to ensure the health and safety of our guests and
our employees.

"We learned this morning that the public health authorities have
made a preliminary determination that a shipment of green onions
was the likely origin of this outbreak, which has infected over
500 people in the region, including 13 Chi-Chi's employees. We are
gratified by the comments made at [Fri]day's news conference by
the health authorities. They confirmed that Chi-Chi's employees
were not the source of this incident, that there was nothing we
could have done to prevent the outbreak, and that this is an
isolated incident.

"As soon as there was a suspicion of green onions being involved,
Chi-Chi's removed them from our entire chain. There is currently
no industry- accepted means of testing produce for Hepatitis A
virus. And there is no effective way to wash Hepatitis A off of
green onions, as the public health authorities have confirmed. We
support the efforts of the FDA, CDC and the Health Department to
address the underlying causes of this event. And we want the
community to know that we have spared no effort to respond to this
incident."

Chi Chi's efforts to date include:

* Working with the Pennsylvania Department of Health, the Center
  for Disease Control, and the FDA to ensure the safety of our
  guests and employees and providing these authorities with on-
  going assistance in their investigation of the Hepatitis A
  incident.

* Inoculation, testing, and precautionary measures for all Chi
  Chi's Beaver Valley employees.

* Voluntary closure of the restaurant at the Beaver Valley Mall
  until at least January 2, 2004. The closure will extend at least
  ten days beyond the maximum incubation period of Hepatitis A and
  provide the health authorities with a "controlled environment"
  in which to conduct their investigations.

* Providing financial support to all of the employees who were
  employed at this restaurant during the period of closure and
  requesting that they not seek employment elsewhere.

* Providing financial assistance, which may include reimbursement
  of medical expenses and lost wages, to Chi-Chi's guests who
  dined at the Beaver Valley Mall location and may have been
  affected by this incident.

"Chi-Chi's has spent thirty years building a reputation as an
industry leader in the area of food safety. We sincerely regret
that any of our guests or employees became ill after eating at our
Beaver Valley restaurant," said Zavertnik. "We are working
diligently to respond to all persons that have been affected by
this incident."

"The entire Chi-Chi's team is committed to rebuilding the trust of
the community. We hope that our guests will take advantage of the
outreach effort and use the 1-800 number to address questions and
concerns they may have and request our assistance.

"We would like all of our customers to know that we will do
everything possible to continue to provide them with great food
and a safe and enjoyable dining experience," Zavertnik concluded.

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

Chi-Chi's, Inc., and its debtor-affiliates filed for Chapter 11
protection on October 8, 2003, (Bankr. Del. Case No. 03-13063).
Bruce Grohsgal, Esq., Laura Davis Jones, Esq., Rachel Lowy
Werkheiser, Esq., Sandra Gail McLamb, Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub PC and William N. Lobel, Esq.,
Alan J. Friedman, Esq., Mike D. Neue, Esq., John P. Schafer, Esq.,
at Irell & Manella LLP, represent the Debtors in their liquidating
efforts.


CMS ENERGY: Fitch Affirms BB-/B+ Sr. Sec. & Sr. Unsec. Ratings
--------------------------------------------------------------
Fitch Ratings has affirmed the 'BB-' senior secured and 'B+'
senior unsecured ratings of CMS Energy Corp.

In addition, the preferred stock and trust preferred securities
rating of CMS has been raised to 'B-' from 'CCC+'. The Rating
Outlook for CMS has been revised to Stable from Negative.
Approximately $2.9 billion of CMS parent level debt has been
affected.

The ratings affirmation and Outlook revision follow a routine
review by Fitch. CMS has been able to improve its liquidity
position and financial flexibility as a result of several
transactions completed in 2003. In March, the company successfully
refinanced $1.465 billion of secured bank facilities, which
provided CMS and its affiliates with adequate liquidity to manage
operations and meet debt obligations through 2004.

Importantly, CMS and its primary subsidiary, Consumers Energy Co.
(Consumers, senior unsecured debt rated 'BB', Stable), were able
to regain access to the capital markets, with a total of $1.725
billion in issuances or refinancings done since April of this
year. Also, CMS has made good progress on its asset sales program,
with approximately $845 million of net realized cash in 2003. The
company has used proceeds from debt issuances and asset sales to
pay down secured bank debt as well as near-term debt maturities,
effectively extending its debt maturity schedule through 2006. The
upgrade of CMS' preferred stock and trust preferred rating is a
result of Fitch's enhanced view on expected loss of the preferred
and hybrid securities due to year to date improvements described
above.

The current ratings of CMS also recognize the relatively high
levels of parent level debt and weak consolidated credit metrics.
Leverage, as measured by debt to EBITDA, is forecasted to be more
than 5.5x in 2003, with EBITDA to interest of approximately 2x.

Fitch's analysis further reflects the strong dependence on cash
flow from Consumers and reduced cash flow from other sources.
Positively, the regulated utility benefits from relatively stable
and predictable cash flows and sound electric and gas monopoly
distribution franchises. Events such as additional debt reduction
through targeted asset sales or a potential equity issuance could
lead to positive rating actions in the future. On the other hand,
a failure to achieve meaningful reduction in debt leverage and a
subsequent improvement in credit fundamentals would lead to
negative rating actions.

CMS is a utility holding company whose primary subsidiary is
Consumers, a regulated electric and gas utility serving more than
3.3 million customers in western Michigan. CMS also has operations
in natural gas pipelines and independent power production.


COMMUNITY HEALTH: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Community Health Care Foundation, Inc.
        dba Doctors Hospital
        5500 39th Street
        Groves, Texas 77619

Bankruptcy Case No.: 03-11710

Type of Business: A 78-bed hospital located in Jefferson County,
                  Texas, providing the community with General \
                  Medical-Surgical Care, Medical Surgical
                  Intensive Care, Skilled Nursing Care and an
                  Emergency Room.

Chapter 11 Petition Date: November 14, 2003

Court: Eastern District of Texas (Beaumont)

Judge: Bill Parker

Debtor's Counsel: Floyd A. Landrey, Esq.
                  Moore Landrey, L.L.P.
                  390 Park Street
                  Suite 500
                  Beaumont, TX 77701
                  Tel: 409-835-3891

Total Assets: $4,000,278

Total Debts: $36,817,977

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Tri Health Management         Trade Debt              $1,018,162
2207 Hidden Valley #103   
Little Rock, AR 72212
Contact: Jim Koch
(501)219-8175

Michael Keller, M.D.          Trade Debt                $460,760
5502 39th Street
Groves, TX 77619
(409) 962-7606

McKesson                      Trade Debt                $252,859
8741 Landmark
Richmond, VA 23228
Contact: JoAnn Mixon
(800) 766-4633
  
Medical Imaging Solution      Trade Debt                $252,500
100 Arnold Mill Way, Suite B
Woodstock, GA 30188
(770) 592-9191

Medical Doctor Associates     Trade Debt                $228,200

Medtronic Sofamor Danek       Trade Debt                $153,455

Pyxis                         Trade Debt                $117,416

Mobile Technology             Trade Debt                $111,112

Shared Imaging                Trade Debt                $107,755

Keane                         Trade Debt                 $99,465

Allegiance Healthcare         Trade Debt                 $80,275
Products

Howmedica Osteonics           Trade Debt                 $74,535

City of Groves                Trade Debt                 $64,745

Beckman Coulter               Trade Debt                 $62,812

Rocco Morrell, M.D.           Trade Debt                 $54,078

Mallinkrodt                   Trade Debt                 $50,487

Baxter Healthcare             Trade Debt                 $49,551

National City                 Trade Debt                 $48,000

Pulse Medical                 Trade Debt                 $46,400

Truck Insurance Exchange      Trade Debt                 $44,184


COVANTA: Heber Debtors File 3rd Amended Plan of Reorganization
--------------------------------------------------------------
The Heber Debtors presented to Judge Blackshear their Third
Amended Joint Plan of Reorganization on November 21, 2003.  

A full-text copy of the Heber Debtors' Third Amended Plan is
available for free at:

  http://bankrupt.com/misc/Third_Amended%20_Heber_Reorg_Plan.pdf

The modifications contained in the Third Amended Plan are:

A. Treatment of Class 14 Equity Interests

   Holders of Allowed Class 14 Equity Interests will not receive
   any Distribution under the Heber Reorganization Plan in
   respect of Class 14 Equity Interests.  Class 14 Equity
   Interests, upon the Effective Date, will continue to be held
   by one or more of the Reorganized Heber Debtors or Debtor
   Sellers, as the case may be, with the Equity Interests held
   by the Debtor Sellers to be transferred by the Debtor Sellers
   to the Buyers at the Closing pursuant to the terms of the
   Alternative Transaction Purchase Agreement.

B. Implementation of the Geothermal Sale

   The implementation of the Heber Reorganization Plan is
   predicated upon the approval by the Court of the Geothermal
   Sale, and the consummation thereof.  The terms and conditions
   of the Geothermal Sale and the Alternative Transaction
   Purchase Agreement are incorporated and will be deemed to
   constitute part of the Heber Reorganization Plan for all
   purposes.  The description of the Geothermal Sale and
   summary of the Alternative Transaction Purchase Agreement is
   qualified in its entirety by the terms thereof:

      (a) The Alternative Transaction Purchase Agreement provides
          for a base Purchase Price of $214,000,000, which amount
          is subject to adjustment as provided in the Alternative
          Transaction Purchase Agreement.

      (b) The Alternative Transaction Purchase Agreement provides       
          for the sale of the Equity Interests, which corresponds
          to all of the respective ownership interests of the
          Debtor Sellers in the Heber Debtors.  Subject to the
          terms of the Confirmation Order and conditions of
          Section 2.1 of the Alternative Transaction Purchase
          Agreement, if the Buyers obtain the consent of and
          release from GECC, the Buyers may directly acquire the
          Equity Interests in the SIGC Project Company rather
          than the Equity Interests in SIGC One Sub and SIGC Two
          Sub.

      (c) As a condition to Closing, the Debtors must receive
          Court approval of the:

            * sale of the Geothermal Business as contemplated by
              the  Alternative Transaction Purchase Agreement;
              and

            * assumption or assignment by the respective Heber
              Debtors and other Debtors of the contracts.

          In addition, the Debtors will have received formal
          approval of the DIP Lenders, consenting to the
          consummation of the transactions contemplated in the
          Purchase Agreement and releasing security interests
          granted to them pursuant to the DIP Security Agreement.  

      (d) Among other things, at the Closing, these events will
          occur:

            (i) Except as provided for in Section 2.1 of the
                Alternative Transaction Purchase Agreement, the
                Debtor Sellers will sell, convey, assign,   
                transfer and deliver their respective Equity
                Interests in SIGC One Sub, SIGC Two Sub, HFC   
                Project Company and HGC Project Company to the  
                Buyers as provided in the Alternative Transaction  
                Purchase Agreement, which Equity Interests will
                continue to be evidenced by the existing Equity
                Interests;

           (ii) Equity Interests in Amor and SIGC Project Company
                will be held by the Heber Debtor that originally
                held the Equity Interests, which Equity Interests
                will continue to be evidenced by the existing
                Equity Interests;

          (iii) Buyers will deliver to the Sellers an amount that
                together with the Deposit, equals the Purchase
                Price, by wire transfer of immediately available
                funds to an account designated by the Sellers;

           (iv) the Heber Debtors will assume all executory
                contracts and unexpired leases relating to the
                Geothermal Business to which they are parties,
                which contracts and leases will be transferred to
                the Buyers through their acquisition of the
                ownership interests in the Heber Debtors;

            (v) Certain of the Debtor Sellers and certain of the
                Debtor Operators will assume and assign certain
                contracts relating to the Geothermal Business to
                the Buyers.  The Debtor Operators will assign
                their previously assumed O&M Contracts to the   
                Buyers; and

           (vi) To the extent not already paid, Covanta will  
                cause all undisputed Cure Amounts and HFC
                Settlement Payments to be paid to holder of that
                Claims.

C. Allowance of Disputed Claims

   With respect to any Disputed Claim that is subsequently deemed
   Allowed, on the Distribution Date for any Claim, Covanta will
   distribute from the Disputed Claims Reserve Account
   corresponding to the Class in which the Claim is classified to
   the holder of the Allowed Claim the amount of Cash that the
   holder would have been entitled to recover pro rata under the
   Heber Reorganization Plan if the Claim had been an Allowed
   Claim on the Effective Date, together with the claimholder's  
   Pro Rata Class Share of net interest on the Allowed Claim.  
   For purposes of the immediately preceding sentence, the
   Holder's Pro Rata Class Share of net interest will be
   calculated by multiplying the amount of interest on deposit in
   the applicable Disputed Claims Reserve account on the date
   immediately preceding the date on which the Allowed Claim is
   to be paid by a fraction, the numerator of which will equal
   the amount of the Allowed Claim and the denominator of which
   will equal the amount of all Claims for which deposits are
   being held in the applicable Disputed Claims Reserve account
   on the date immediately preceding the date on which the
   Allowed Claim is to be paid. (Covanta Bankruptcy News, Issue
   No. 41; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


CRESCENT OP.: Updates Estimate of Recoveries for Stockholders
-------------------------------------------------------------
Crescent Operating, Inc. (Pink Sheets:COPIQ) has updated its
estimate of the possible range of the value of Crescent Real
Estate Equities Company (NYSE:CEI) common shares to be issued to
Crescent Operating stockholders following confirmation of the
Company's bankruptcy plan.

The Company currently estimates that the value of the distribution
to the Company's stockholders (in CEI shares) upon successful
completion of its prepackaged bankruptcy transactions will be in
the range of $0.20 to $0.30 per share of Crescent Operating common
stock.

Crescent Operating is a diversified management company which
through various subsidiaries and affiliates, owns, leases or
operates a portfolio of assets consisting primarily of an interest
in a temperature controlled logistics operating company.


CROWN CASTLE: Declares Quarterly Preferred Share Dividend
---------------------------------------------------------
Crown Castle International Corp. (NYSE: CCI) announced that the
quarterly dividend on its 12-3/4% Senior Exchangeable Preferred
Stock will be paid on December 15, 2003 to holders of record on
December 1, 2003.  

The dividend will be paid in shares of the Preferred Stock at a
rate of 31.875 shares per 1,000 shares.  Fractional shares will be
paid in Preferred Stock.  As previously announced, Crown Castle
delivered notice to redeem the remaining 12-3/4% Senior
Exchangeable Preferred Stock at the contractual call price of
106.375% on December 15, 2003.

Contact regarding dividend payments: Patti Knight, Mellon Investor
Services at 214-922-4420.

Crown Castle International Corp. (S&P, B- Corporate Credit Rating,
Stable) engineers, deploys, owns and operates technologically
advanced shared wireless infrastructure, including extensive
networks of towers and rooftops as well as analog and digital
audio and television broadcast transmission systems.  Crown Castle
offers near-universal broadcast coverage in the United Kingdom and
significant wireless communications coverage to 68 of the top 100
United States markets, to more than 95 percent of the UK
population and to more than 92 percent of the Australian
population.  The Company owns, operates and manages over 15,500
wireless communication sites internationally.  For more
information on Crown Castle visit: http://www.crowncastle.com  


CSK AUTO CORP: Hosting 3rd-Quarter Conference Call on Thursday
--------------------------------------------------------------
CSK Auto Corp. (NYSE: CAO) invites investors to listen to a
broadcast of the company's conference call to discuss third
quarter fiscal 2003 financial results.

The conference call will occur on Thursday, Dec. 4, 2003, at 5
p.m. (ET). Investors may listen to a simultaneous webcast at
http://www.cskauto.com Click on "Company," "Investor Relations,"  
then click "Conference Call." This webcast will be archived for
five days. Interested parties may hear a replay of the conference
call from 6 p.m. (ET) Thursday, Dec. 4, 2003 through 8 p.m. (ET)
Friday, Dec. 5, 2003 by dialing 877-519-4471 and using passcode
4311815. (If retrieving digital replay outside of the United
States, please dial 973-341-3080, passcode 4311815.)

CSK Auto Corp. (S&P, B+ Corporate Credit Rating, Stable) is the
parent company of CSK Auto Inc., a specialty retailer in the
automotive aftermarket. As of May 4, 2003, the company operated
1,108 stores in 19 states under the brand names Checker Auto
Parts, Schuck's Auto Supply and Kragen Auto Parts.


DANA CORP: Board Rejects Revised Offer from ArvinMeritor Inc.
-------------------------------------------------------------
Dana Corporation (NYSE:  DCN) announced that its Board of
Directors has unanimously rejected the recently revised tender
offer from ArvinMeritor, Inc. (NYSE:  ARM) after a thorough review
and consultation with its legal and financial advisors.

After the Board reached its determination, the following letter
was sent to Mr. Larry D. Yost, Chairman and Chief Executive
Officer of ArvinMeritor:

   November 23, 2003

   Mr. Larry D. Yost
   Chairman and CEO
   ArvinMeritor, Inc.
   2135 West Maple Road
   Troy, Michigan 48084

   Dear Mr. Yost:

   This will respond to your letter of November 17th.

   The Dana Board of Directors has given the proposal set forth in
   your letter a full, fair and objective review.  It has
   unanimously concluded that pursuing the highly conditional
   proposed transaction between ArvinMeritor and Dana would not be
   in the best interests of Dana or its shareholders.

   Very truly yours,

   Glen H. Hiner
   Acting Chairman of the Board and
   Chairman of the Committee of Independent Directors

The Board of Directors also approved the following letter to the
company's shareholders:

   November 23, 2003

   Dear Fellow Shareholders:
   
   On November 17, 2003, ArvinMeritor issued a press release
   stating that it was increasing its tender offer to $18 per
   share.  ArvinMeritor also said that this was its "final offer"
   to Dana and that it will "terminate its tender offer at 5 p.m.
   (EST) on Tuesday, Dec. 2, 2003, unless [the Dana] board agrees
   to begin negotiating a definitive merger agreement in good
   faith by that date."

   After a thorough review process, the Committee of Independent
   Directors and the Board of Directors have unanimously
   determined that it is not in the best interests of Dana or our
   shareholders to accept such a proposal and we have so informed
   ArvinMeritor.

   This decision by the Board was made after extensive review and
   consultation with its legal and financial advisors.  It is
   based, in part, on our belief that, as compared with achieving
   the objectives of our present business plan, the value being
   offered by ArvinMeritor -- even if it were obtainable -- is
   neither attractive nor compelling.  Equally important, the
   Board noted that the offer continues to be conditioned on
   regulatory clearance and financing and that ArvinMeritor, over
   the last four months since it first made its proposal, has
   failed to show any tangible progress towards resolving the
   fundamental antitrust barriers that exist and the lack of
   financing for its offer.

   Indeed, our financial advisors have advised us that there are
   very substantial risks and uncertainties with respect to
   ArvinMeritor's ability to finance its new proposal.  With
   regard to the antitrust hurdle, the Board believes, based upon
   the advice of the company's antitrust counsel and antitrust
   counsel's communications with the Federal Trade Commission
   staff, that the FTC would likely view the proposed transaction
   as illegal and ArvinMeritor's divestiture proposal as
   insufficient to resolve the serious antitrust issues that have
   been raised by its proposed transaction. We do not believe that
   pursuing this unattractive and highly conditional proposed
   transaction is in the best interests of Dana or our
   shareholders.  We intend to proceed with our business plan and
   pursue actions that we believe will enhance shareholder value.  
   We greatly appreciate your continued support and encouragement.

   Sincerely,

   Glen H. Hiner
   Acting Chairman of the Board and
   Chairman of the Committee of Independent Directors

Dana's shareholders, and its customers, suppliers and employees,
are strongly advised to read carefully Dana's solicitation and
recommendation statement regarding ArvinMeritor's tender offer,
because it contains important information.  Free copies of the
solicitation/recommendation statement and the related amendments,
which have been filed by Dana with the Securities and Exchange
Commission, are available at the SEC's web site at
http://www.sec.govor at the Dana web site at http://www.dana.com  
and also by directing requests to Dana's Investor Relations
Department or Dana's information agent, D.F. King & Co., Inc., at
1-800-901-0068.

Dana -- whose $250 million debt issue is rated by Standard &
Poor's at 'BB' -- is a global leader in the design, engineering,
and manufacture of value-added products and systems for
automotive, commercial, and off-highway vehicle manufacturers and
their related aftermarkets.  The company employs more than 60,000
people worldwide.  Founded in 1904 and based in Toledo, Ohio, Dana
operates hundreds of technology, manufacturing, and customer
service facilities in 30 countries.  The company reported 2002
sales of $9.5 billion.


DANA: Sues S&S Truck Parts for Patent & Trademark Infringement
--------------------------------------------------------------
Dana Corporation (NYSE: DCN) and one of its subsidiaries, Torque-
Traction Technology, Inc., have recently filed a lawsuit against
an Illinois-based vehicle parts distributor for infringing a
patent and several trademarks as well as engaging in unfair
competition practices.

The suit, filed in the U.S. District Court for the Northern
District of Illinois in Chicago, alleges that S&S Truck Parts,
Inc., of Schaumburg, Ill., has unlawfully labeled its materials
with several Dana trademarks, and is infringing at least one of
Dana's universal-joint patents.  Dana is seeking an order
requiring the company to cease its deceptive actions, as well as
unspecified damages.

Nick Cole, president of Dana's Heavy Vehicle Technologies and
Systems Group, said, "Dana views the infringement and
misrepresentation of our products as a very serious matter.  We
invested tremendous amount of time, effort, and expense to provide
our customers with the best possible products. It's unfortunate
when individuals attempt to deceive these same customers. They
need to be protected, as do companies such as Dana, which is
widely recognized for its technological accomplishments with a
strong brand name."

Dana Corporation is a global leader in the design, engineering,
and manufacture of value-added products and systems for
automotive, commercial, and off-highway vehicle manufacturers and
their related aftermarkets.  The company employs approximately
60,000 people worldwide.  Founded in 1904 and based in Toledo,
Ohio, Dana operates hundreds of technology, manufacturing, and
customer service facilities in 30 countries. The company reported
2002 sales of $9.5 billion.


DDI: Shareholders Balk at Plan & Want Equity Committee Appointed
----------------------------------------------------------------
Shareholders of DDi Corp., have filed an objection to DDI's Joint
Plan of Reorganization and a Motion to Appoint an Official
Committee of Equity Security Holders.

The shareholders are seeking other shareholders that may be
interested in joining a committee of equity security holders to
protect their interests. Shareholders are encouraged to contact
John Greco of Betancourt, Van Hemmen, Greco & Kenyon (732) 530-
4646 or at jgreco@bvgklaw.com with any questions related to the
formation of the committee or the proceedings.


DEEP ELLUM: First Creditors' Meeting Will Convene on December 18
----------------------------------------------------------------
The United States Trustee will convene a meeting of Deep Ellum
Development's creditors on December 18, 2003, at 10:00 a.m., in
the Office of the U.S. Trustee, 1100 Commerce St., Room 976,
Dallas, Texas 75242.  This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Dallas, Texas, Deep Ellum Development, Ltd.,
filed for chapter 11 protection on November 11, 2003 (Bankr. N.D.
Tex. Case No. 03-81709).  Gerrit M. Pronske, Esq., and Rakhee
Patel, Esq., at Kirkpatrick and Lockhart, L.L.P. represent the
Debtor in its restructuring efforts.


DELTA AIR LINES: Fitch Cuts Senior Unsecured Debt Rating to B
-------------------------------------------------------------
Fitch Ratings has lowered the senior unsecured debt rating of
Delta Air Lines, Inc., to 'B' from 'B+'. The rating action affects
approximately $4.5 billion of outstanding unsecured debt
securities. The Rating Outlook for Delta remains Negative.

The downgrade reflects deepening concerns over Delta's ability to
deliver the type of improvement in operating cash flow in 2004 and
2005 that will be necessary to guard against intensifying
liquidity pressures. In spite of the fact that a strengthening air
travel demand environment lays the foundation for better passenger
unit revenue performance in 2004, Delta's operating costs remain
the highest in the U.S. airline industry. As a result of an
uncompetitive pilot contract that is not amendable until May 2005,
Delta's unit operating costs (still higher than 10 cents per
available seat mile in the September quarter) are well above the
new network carrier cost benchmark being established by American
Airlines and United Airlines (now reorganizing under Chapter 11
protection). Both American and United have achieved significant
rollbacks of unit labor costs in contracts negotiated this year,
putting additional pressure on Delta to lower pilot pay rates and
benefit levels quickly. Delta management is focused not only on
the need to respond to network carrier restructuring but also to
narrow the large unit cost gap between Delta and its principal
low-fare carrier competitors (AirTran and JetBlue).

Discussions continue between Delta management and the Air Line
Pilots Association over a possible mid-contract revision that
would bring Delta's labor costs in line with the industry's new
competitive realities. However, there has been no indication that
pilot wages and benefit concessions can be reached quickly. Even
with an improving revenue environment, therefore, Delta will
likely operate at a significant unit cost disadvantage to the rest
of the industry again in 2004. In the absence of a surge in high-
yield passenger demand that would drive unit revenue substantially
higher, Fitch believes that Delta is not in a position to return
to profitability and positive free cash flow until 2005 at the
earliest.

The effects of Delta's uncompetitive cost structure are magnified
by the growing schedule overlap with rapidly growing and
profitable low-cost carriers. Both AirTran, which operates a hub
alongside Delta at Atlanta's Hartsfield International Airport, and
JetBlue, which competes extensively with Delta in north-south
markets on the East Coast, expect to grow scheduled capacity by
30% or more next year. This will put further pressure on Delta's
average fares next year-even if a slow rebound in business
passenger yields begins to take shape. The degree of overlap with
low-cost carriers in the Delta route network now makes it
imperative for Delta to move quickly to a cost structure that is
in line with a sharply diminished revenue base. In spite of clear
progress toward non-labor cost reduction (September quarter cost
per available seat mile was down 6% sequentially from the June
quarter), a true competitive re-birth will not be possible until
the ALPA pay rates are brought into line with the rest of the
industry.

In restructuring its domestic route network, Delta has taken
decisive steps toward responding to the competitive threats posed
by AirTran, JetBlue, Southwest and other low-cost airlines. The
redeployment of unprofitable Boeing 757 capacity out of Delta's
high-cost mainline operations into its newly-created low-fare
subsidiary Song reflects a desire to address the low-cost carrier
challenge directly. Song's unit cost advantage over the mainline
is tied to quick-turn operations and higher rates of labor
productivity rather than a separate wage scale. While segmented
financials for Song are not available, early traffic reports
suggest that low-fare demand in the markets that Song serves
(primarily Northeast to Florida) is strong. It remains to be seen,
however, whether Song's unit operating costs (with prevailing ALPA
pay rates) can be driven down to the point where Song will
represent a source of significant free cash flow generation for
Delta over the long term.

Delta is expected to grow system-wide scheduled capacity by 8% to
10% next year. Much of this growth reflects recovery to more
normal capacity levels following the schedule reductions related
to the Iraq War earlier this year. In addition, higher growth
reflects the projected full-year effects of the growing Song
operation (now accounting for 36 aircraft) and new regional jet
deliveries. Although a strong U.S. economy will almost certainly
drive respectable growth in industry traffic next year, higher
rates of available seat mile growth for the industry as a whole
should limit improvements in average fares. Delta may be looking
to its extensive trans-Atlantic and Latin American operations to
fuel unit revenue gains over the next few quarters. Furthermore,
the roll-out of the Delta-Continental-Northwest domestic code
share alliance should drive some modest revenue benefits in 2004
and again in 2005.

Scheduled debt payments and pension funding requirements represent
very large claims on operating cash flow in both 2004 and 2005.
Current maturities of long-term debt and capital lease obligations
as of September 30 stood at $1.03 billion. While some of the
maturing debt in 2004 may ultimately be refinanced, maturities in
2005 are also heavy at approximately $1.25 billion. Delta
management reiterated its belief last week that calendar year 2004
defined benefit pension plan contributions will be in the range of
$350 million to $450 million. The 2005 pension commitment,
however, will likely be higher than the 2004 total. Better pension
plan asset returns and rising interest rates in 2003 have helped
to improve the funded status of Delta's plans, ($4.9 billion
underfunded on a projected benefit obligation basis as of December
31, 2002), but the company will still be forced to book a $700
million (after tax) non-cash charge to equity at the end of the
fourth quarter to reflect the changes in the minimum pension
liability that occurred during the pension plan year that ended on
September 30. Delta will also book a non-cash settlement charge of
$140 million (after tax) in the fourth quarter related to higher
than expected levels of pilot retirements during the last pension
plan year.

Pension reform legislation now being considered by Congress could
help mitigate the cash flow risks associated with pension plan
funding in the near term, but may simply defer some obligations
that must be met in later years. The House of Representatives on
November 20 passed a tax bill including a provision that would
give some airlines and other firms with substantially underfunded
plans a two-year holiday from so-called deficit reduction
contributions (DRC) to alleviate cash flow pressures tied to
accelerated contributions when plans are significantly
underfunded. Delta could face somewhat lower contributions in its
2004 and 2005 plan years if legislation of this type is signed
into law.

Delta's liquidity position remains adequate to guard against the
ongoing risk of another industry demand shock. Unrestricted cash
balances at the end of the third quarter stood at $2.7 billion.
Still, the expected weak operating performance and large cash
obligations over the next several quarters will put sustained
pressure on liquidity through 2005. Relative to Continental and
American, Delta has a somewhat larger liquidity cushion, with
unrestricted cash representing about 20% of annual revenues as of
September 30.

Delta's balance sheet has been badly weakened over the past two
years as a result of an overriding need to preserve liquidity in
the face of large operating losses. Delta's total balance sheet
debt and capital leases increased from $10.9 billion at the end of
2002 to $12.5 billion as of September 30. Following the completion
of a series of secured transactions with General Electric Capital
in April and other 2003 secured aircraft financing deals, Delta's
pool of unencumbered assets has been reduced substantially.
Although Delta has some residual unencumbered assets that are
Section 1110-eligible, these are mostly MD-88 narrowbody and MD-11
widebody aircraft with current market values that are low as a
result of weak secondary market demand. Delta does retain aircraft
and spare parts assets that are unencumbered but not Section 1110-
eligible.

Capital spending commitments in 2004 will be driven primarily by
the acquisition of 23 new Bombardier 70-seat regional jets for the
wholly owned Delta Connection carriers Comair and Atlantic
Southeast. These aircraft are largely financed. Non-aircraft
capital commitments are expected to be modest, with some
investment in information technology and spare parts provisioning.
There are no mainline jet deliveries scheduled in 2004, and only
two firm deliveries of Boeing 777 aircraft are scheduled in 2005.
Delta announced in October that it had reached an agreement with a
third party to sell 11 Boeing 737-800 aircraft originally
scheduled to enter the Delta fleet in early 2005. The B737 deal
will relieve some of the expected cash flow pressure in 2005 while
limiting a further build-up in secured debt loads.

Despite the lack of progress with ALPA, management remains focused
on achieving the goals of its three-year profit improvement
initiative. The benefits of a more flexible work force (only
Delta's pilots are unionized), widespread deployment of customer
service technology at airports and additional process innovation
can be expected to drive further non-labor unit cost reduction in
2004 and 2005. Countering this are continuing fuel cost pressures
that show few signs of easing soon.


DILLARD'S: S&P Changes Outlook to Neg. Over Disappointing Sales
---------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on
Dillard's Inc. and related entities to negative from stable.
Ratings on the company, including the 'BB' corporate credit
rating, were affirmed.
     
"The outlook change reflects disappointing sales and earnings for
the fiscal third quarter; these results were far different from
those of the company's peer group," explained Standard & Poor's
credit analyst Gerald Hirschberg. "Moreover, it is now less likely
that Dillard's credit measures for 2003 can be maintained at
levels characteristic of the current rating. Therefore, results
for the upcoming holiday will weigh more heavily on the company's
future credit profile."
     
Little Rock, Ark.-based Dillard's operations continue to be
affected by intense competition, and management indicated that
unseasonably warm temperatures hindered third-quarter sales. This
resulted in heavier-than-anticipated markdowns, an approximate 20%
drop in EBITDA, and a decrease in lease-adjusted EBITDA coverage
of interest, to 2.2x from 2.4x, despite lower interest expense.
     
After several years of poor performance, the company managed to
have a relatively good year in 2002, with improved operating
margins, EBITDA, cash flow protection, and leverage. Maintenance
of the rating was predicated on a continuation of progress in
2003, but many of the same adverse macroeconomic factors that
Dillard's and the rest of the retail sector faced in 2002 are
unchanged. First-half results were disappointing, and the recent
4% decline in same-store sales for August 2003 was worse than that
of the peer group, suggesting that the economy and low consumer
confidence are taking a heavier-than-average toll on Dillard's
business.
     
At Feb. 1, 2003, Dillard's had $400 million of secured revolving
credit facilities that expire in 2005. The company also maintains
a credit card securitization facility, which provides up to $500
million of borrowing capacity; about $480 million was available at
Nov. 1, 2003. Balance sheet cash is minimal.
     
The company's overall liquidity is considered good. The company
was in compliance with all covenants under the bank line of credit
throughout 2002, and maintained full availability. In addition to
its bank facilities, Dillard's has substantial unencumbered real
estate assets, and has $750 million of availability from an
outstanding shelf registration.


DIRECTV LATIN: Exclusive Proposal Period Extended to December 20
----------------------------------------------------------------
On October 14, 2003, DirecTV Latin America LLC, the Official
Committee of Unsecured Creditors and Hughes Electronics Committee
jointly filed a request to extend the Debtor's exclusive period
to file and solicit acceptances of a Chapter 11 plan.  The
Parties asked the Court to extend the Exclusive Proposal Period
to November 12, 2003 and the Exclusive Solicitation Period to
January 12, 2004.

Since the filing of the Joint Extension Motion, the Parties
continued their negotiation and made substantial progress in
terms of a consensual reorganization plan.  In this regard, the
Parties agree that further extensions are necessary to enable
them to complete these negotiations and, to the extent an
agreement is reached, to document the agreement in a plan and to
prepare an appropriate disclosure statement.  The Parties are
hopeful that a consensual reorganization plan and an accompanying
disclosure statement can and will be filed by the deadline.

At the Parties' behest, the Court extended the Exclusive Proposal
Period to and including November 26, 2003 and the Exclusive
Solicitation Period to and including January 26, 2004.

Upon the Agreement by the Parties before November 26, 2003, the
Court held that the Exclusive Proposal Period will be extended to
and including a date no later than December 20, 2003. Accordingly,
the Exclusive Solicitation Period will be extended to and
including a date no later than February 18, 2004 without the need
for the Parties to file another Extension Motion. (DirecTV Latin
America Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


DOMAN: Reaches Agreement for Port Alice Pulp Mill Restructuring
---------------------------------------------------------------
Doman Industries Limited announces that its subsidiary Western
Pulp Limited Partnership has reached an agreement in principle
with the Communication, Energy and Paperworkers Union of Canada
Local 514 with respect to a restructuring plan for the Port Alice
pulp mill.

Western has developed a marketing plan which, coupled with
increased capital investment and cost reductions is aimed at
improving its business. Global demand for cellulose pulp is on the
rise.

Western is committed to investing up to $32 million in capital and
maintenance over the next five years, provided there is a cost
reduction plan in place at the Port Alice pulp mill and the
Government of British Columbia honors its commitment to supply
500,000 cubic meters of economically viable annual allowable cut
of fiber to Doman Western. In order to help fund the capital
requirements, all employees of Western will be asked to
participate in a cost reduction program.

CEP is committed to supporting Doman Western in its plan provided
that:

1. hourly and salaried employees are participants in the cost
   reduction plan;

2. the cost reduction plan shall be limited to a maximum of $12.8
   million or the cost reduction program has been in place for 2.9
   years for hourly employees; and

3. the Government of British Columbia honors its commitment to
   supply 500,000 cubic meters of economically viable annual
   allowable cut of fiber to Doman Western.

Western is wholly owned by Doman Industries Limited. Doman is an
integrated Canadian forest products company and the second largest
coastal woodland operator in British Columbia.

The Port Alice Cellulose Operations, is a unique pulp mill
producing specialty-dissolving pulp for global markets. Its
product is a highly purified form of cellulose used in the
manufacture of rayon for yarns and fabrics, cellulose ethers for
binders and cosmetics, nitrocelluose for paint lacquers and
munitions and cellulose acetate for filaments and cigarette
filters.


DYNEGY INC: Terminates Agreement re Illinois Power Assets Sale
--------------------------------------------------------------
Dynegy Inc. (NYSE: DYN), parent company of Illinois Power, and
Exelon Corporation (NYSE: EXC), parent company of ComEd,
acknowledged their disappointment that the Illinois General
Assembly did not act in the fall legislative session to approve
the legislation necessary to facilitate Exelon's proposed
acquisition of Illinois Power, but both companies expressed their
appreciation for the support they received from many legislators
and labor and community organizations.

In the absence of the legislation, Dynegy and Exelon announced
that they will terminate the existing agreement through which
Exelon would have acquired substantially all of the assets and
liabilities of Illinois Power.  Dynegy and Exelon said that the
current legislative and regulatory environment made it impossible
to complete the transaction in accordance with the original
agreement.

"Exelon's acquisition of Illinois Power would have been good for
the state of Illinois. While we are disappointed that the
legislation did not pass, we must now focus on the future with
Illinois Power as a part of our organization," said Dynegy Inc.
President and CEO Bruce A. Williamson. "Our first priority will be
to improve Illinois Power's financial condition by creating a
sustainable cost structure for this business.  We will work
closely with the Illinois Commerce Commission and the unions
throughout this process."

"We will ensure safe, reliable and affordable service for our
electricity and natural gas customers in Illinois while we
restructure Illinois Power to make it a sustainable business and
implement changes as soon as possible to cut costs," Williamson
added.

According to Exelon Chairman and CEO John W. Rowe, "I really
believe that this transaction would have benefited the state of
Illinois, our customers, our investors, and certainly the
employees of Illinois Power. Given the outcome of the legislation,
the terms of the current acquisition agreement cannot be met.  
Exelon recognizes that it is not in the interest of the customers,
employees or investors of either company to pursue a deal that no
longer has a realistic chance of successful completion.  We
recognize Dynegy's need to pursue other business plans for
Illinois Power."

The legislation that Exelon and ComEd had originally proposed,
which was contained in House Bill 2200, would have allowed many of
the regulatory issues to be addressed in a single Illinois
Commerce Commission (ICC) proceeding. The legislation also would
have directed the ICC to conduct the acquisition review in an
expedited nine-month proceeding, and would have allowed for full
ICC and Federal Energy Regulatory Commission review of power
purchase agreements related to the acquisition.

Dynegy Inc. (S&P, B Corporate Credit Rating, Positive) provides
electricity, natural gas and natural gas liquids to wholesale
customers in the United States and to retail customers in the
state of Illinois.  The company owns and operates a diverse
portfolio of energy assets, including power plants totaling
approximately 13,00 megawatts of net generating capacity, gas
processing plants that process more than 2 billion cubic feet of
natural gas per day and approximately 40,000 miles of electric
transmission and distribution lines.

Exelon Corporation is one of the nation's largest electric
utilities with approximately 5 million customers and more than $15
billion in annual revenues.  The company has one of the industry's
largest portfolios of electricity generation capacity, with a
nationwide reach and strong positions in the Midwest and Mid-
Atlantic.  Exelon distributes electricity to approximately 5
million customers in Illinois and Pennsylvania and gas to more
than 440,000 customers in the Philadelphia area.   Exelon is
headquartered in Chicago and trades on the NYSE under the ticker
EXC.


ENRON CORP: Selling 6 Wind Power Projects to FPL for $26 Million
----------------------------------------------------------------
Pursuant to Sections 105, 363, 365 of the Bankruptcy Code and
Rules 2002, 6004 and 6006 of the Federal Rules of Bankruptcy
Procedures, Enron Wind Systems LLC, Victory Garden Power Partners
I LLC, Cabazon Power Partners LLC, ZWHC LLC, Green Power Partners
I LLC and Robbye R. Waldron, as trustee for Wind Systems Trust
and Wind Development Trust, ask the Court to authorize and
approve:

   (i) the Trustee's consent to the sale of the Partnership
       Interests and the sale of the Wind Projects held by ZWHC,
       CPP and VGPP;

  (ii) the sale of the Turbine Inventory Interests to CPP and
       GPP for the sale under the Purchase Agreement;

(iii) the sale of the Wind Projects and the Real Estate
       Interests to the winning bidders at the auction in
       accordance with the Purchase Agreement; and

  (iv) assumption and assignment of the Executory Contracts,
       including the payment of cure amounts.

The Wind Debtors also ask the Court to consider FPL Energy LLC
and certain of its affiliates, including FPL Energy Sky River
Wind LLC, FPL Energy VG Wind, LLC, FPL Energy Cabazon Wind, LLC,
FPL Energy 251 Wind, LLC, FPL Energy Green Power Wind, LLC, and
FPL Energy VG Repower Wind, LLC, as the stalking horse purchasers
in connection with the auction of the Projects.

According to Martin A. Sosland, Esq., at Weil, Gotshal & Manges
LLP, in New York, four of the wind power projects -- the Cabazon
Project, the 251 Project, the VG Repower Project and the Green
Power Project -- are wholly owned by certain of the Wind Debtors,
CPP, ZWHC, VGPP and GPP.  Two non-debtor affiliates, Sky River
LLC and Victory Garden LLC, hold 50% of the general partnership
interests in each of the Sky River Partnership and Victory Garden
Phase IV Partnership.  In addition, Enron Wind owns certain
property interests used in connection with the Sky River, 251 and
Victory Garden Phase IV Projects -- Real Property Interests:

   (1) A portion of the real property underlying the Sky River
       Project site and co-owns a portion of the real property
       interests related to the roads used for access to the
       site and relating to a portion of the transmission lines
       used for the Sky River Project;

   (2) A portion of the real property underlying the 251 Project
       site.  Enron Wind has entered into easement agreements
       with ZWIIC to use the real property through 2022.  Enron
       Wind has entered into an easement agreement with Sky
       River Partnership to use the real property through 2022;
       and

   (3) A portion of the real property underlying the VG Project
       site.  Enron Wind has granted easements to Victoria
       Garden Partnership to use the VG Real Property through
       2019.

Enron Wind also owns certain wind turbine parts inventory and
tools relating to the Projects.  In connection with the operation
and ownership of the Wind Projects and the Real Property
Interests, the Wind Debtors are parties to certain Executory
Contracts.

Mr. Sosland relates that on October 24, 2002, the Federal Energy
Regulatory Commission initiated an investigation and hearing into
Enron and its ownership of three small power production
facilities, the 251 Project, the VG IV Project and the Sky River
Project.  On October 28, 2002, Southern California Edison Company
filed a petition for declaratory order seeking revocation of the
quality facility status of five wind facilities that it claimed
violate the FERC's ownership criteria for QF status because of
Enron's or its affiliate's ownership interest in the facilities.

Subsequent to the Court's authority to implement the Wind Systems
Trust and the Wind Development Trust, Enron Wind transferred its
interests in wholly owned subsidiaries that indirectly own
Enron's interest in the Partnership Interests and the 251 Project
to the WS Trust for the benefit of non-utility creditors of Enron
Wind and Enron Wind LLC.  In the same manner, Enron Wind
Development LLC transferred its interest in wholly owned
subsidiaries to the WD Trust.

Mr. Sosland reports that the Wind Debtors have obtained the
written consent of the Trustee and the Non-Utility Representative
to the WS Trust and the WD Trust, ABN Amro Bank, to sell the
Projects to the FPL Parties.

According to Mr. Sosland, the Wind Debtors have been marketing
the Projects since September 2002.  However, the marketing
process was temporarily suspended due to the issues regarding the
QF status of the Projects.  The process was resumed in May 2003
after agreements were reached with Edison and FERC.  

In connection with the marketing process, the Wind Debtors
contacted more than 100 entities they believe would be interested
in the Projects.  Subsequently, 69 confidentiality agreements and
solicitations were distributed.  From there, 44 parties executed
confidentiality agreements and were provided confidentiality
information memoranda.  In June 2003, 25 parties submitted first
round bids.  Of those, 13 were selected to conduct due diligence
and eight submitted second round bids.  In conjunction wit the
evaluation of the bids received, the FPL Parties were selected as
the stalking horse bidders for the purchase of the Projects
pursuant to the terms of the negotiated Purchase Agreements:

A. Sky River Project (Partnership Interest)

   * Project Description:  a 77-megawatt wind power project
     located near Tehachapi, California

   * Seller:  Sky River LLC

   * Purchasers:  FPL Energy Sky River Wind LLC

   * Purchaser Price:  $26,300,000

   * Other terms:  Enron Wind will assume a Lease with Wind
     Stream Properties LLC and assign this portion to FPL Sky
     River:

     -- one of the 251 Project wind turbine located on the
        leased property.

B. Victoria Garden IV Project (Partnership Interest)

   * Project Description:  a 22-megawatt wind power project
     located in Tehachapi, California

   * Seller:  Victory Garden LLC

   * Purchaser:  FPL Energy VG Wind LLC

   * Purchase Price:  $6,410,000

   * Other terms:  Enron Wind will assume a Lease with Wind
     Stream Properties LLC and assign this portions to FPL VG:

     -- 26 of the Victoria Garden Project wind turbines located
        on the property.

C. Cabazon Project

   * Project Description:  a 39.75-megawatt wind power project
     locate near Palm Springs, California

   * Seller:  Cabazon Power Partners LLC

   * Purchaser:  FPL Energy Cabazon Wind LLC

   * Purchase Price:  $34,450,000

   * Other terms: Enron Wind will assume and assign to CPP a
     portion of the Turbine Inventory Interests to CPP prior to
     the closing of Purchase Agreement.  In turn, CPP will sell
     to FPL Cabazon the assigned portion of the Turbine
     Inventory Interests acquired from Enron Wind.

D. 251 Project

   * Project Description:  an 18.4-megawatt wind power project
     located near Tehachapi, California

   * Seller:  ZWHC LLC

   * Purchaser:  FPL Energy 251 Wind LLC

   * Purchase Price:  $2,467,000

E. VG Repower Project

   * Project Description:  a 6.75-megawatt wind power project
     located near Tehachapi, California

   * Seller:  Victory Garden Power Partners I LLC

   * Purchaser:  FPL Energy VG Repower Wind LLC

   * Purchase Price:  $3,456,000

F. Green Power Project

   * Project Description:  16.5-megawatt wind power project
     located near Palm Springs, California

   * Seller:  Green Power Partners I LLC

   * Purchaser:  FPL Energy Green Power Wind LLC

   * Purchase Price:  $5,849,000

   * Other terms: Enron Wind will assume and assign to GPP a
     portion of the Turbine Inventory Interests to GPP prior to
     the closing of Purchase Agreement.  In turn, GPP will sell
     to FPL Green Power the assigned portion of the Turbine
     Inventory Interests acquired from Enron Wind.

G. Real Estate -- Sky River and VG IV/251

   * Seller:  Enron Wind Systems LLC

   * Purchasers:  FPL Energy Sky River and FPL VG Wind

   * Purchase Price:  $1,068,000

Mr. Sosland contends that the contemplated sale of the Wind Power
Projects and related transactions should be authorized because:

   (a) the Wind Debtors determine that the sale of the assets is
       necessary to maximize the value of their estates;

   (b) the sale though an auction will potentially result in a
       greater return to creditors;

   (c) the Wind Debtors and the FPL Parties negotiated the terms
       of the Purchase Agreements at arm's length and in good
       faith;

   (d) other than the Cabazon Liens and the Credit Suisse First
       Boston lien, the Wind Debtors are not aware, to the best
       of their knowledge, of nay liens relating to the
       Projects.  The Liens will be transferred and attached to
       the gross proceeds of the sale, with the same validity
       and priority; and

   (e) each of the Wind Debtors will pay all cure amounts,
       if any, in full and complete satisfaction of its
       obligations pursuant to Section 365(b)(1) of the
       Bankruptcy Code.  The Debtors do not indicate what cure
       amounts, if any, may be owed.  (Enron Bankruptcy News,
       Issue No. 87; Bankruptcy Creditors' Service, Inc., 215/945-
       7000)


FAR & WIDE: Employees & Customers with Deposits Likely to Recover
-----------------------------------------------------------------
"Travelers owed money by tour operator Far & Wide . . . stand a
good chance of getting some back," Paul Glader at THE WALL STREET
JOURNAL reports in last week's Takeoffs and Landings column,
cautioning, however, that they're not the first in line.

The Miami-based company, which owned or operated 21 tour operators
across the country, owes about $800,000 to its 250 former
employees, John J. Monaghan, Esq., at Holland & Knight LLP in
Boston, representing Far & Wide, told Mr. Glader.  They'll be paid
first, up to a maximum of $4,650 of what they're owed per person.
But both employees and travelers who booked trips with company
units "have an excellent chance of getting money back," he says.
"We are selling assets left and right."

About 15,000 travelers had booked trips with Far & Wide when it
went into Chapter 11, Mr. Glader relates.  While not all those
trips were affected, many people on the road had bookings with
hotels that wouldn't honor Far & Wide deals.  Priority claim
payments to travelers will be limited to $2,100 maximum per
person.  

Far & Wide Travel Corporation and five affiliates -- Far & Wide
Corporation; Far & Wide International, Inc.; African Travel, Inc.;
Adventure Inc.; and Travel Media Services Corp. -- filed for
Chapter 11 protection on Sept. 24, 2003 (Bankr. S.D. Fla. Case
Nos. 03-40415 through 40420) and the cases pend before the
Honorable Robert A. Mark. Ableco Finance Company LLC, represented
by Paul A. Avron, Esq., at Berger Singerman in Miami, is the
travel company's secured lender.  The United States Trustee
appointed an unsecured creditors' committee in early October.  
Bankruptcy court records don't show that the Committee's hired any
professionals or filed any pleadings to date.  


FASTENTECH INC: Sept. 30 Balance Sheet Upside-Down by $42 Mill.
---------------------------------------------------------------
FastenTech, Inc., a leading manufacturer and marketer of highly
engineered specialty components providing critical applications to
a broad range of end-markets, announced its results for the fourth
quarter and fiscal year ended September 30, 2003.

Revenues for the quarter ended September 30, 2003 were $58.1
million, an increase of 12.8% compared with revenues of $51.5
million in the same period in 2002. The increase in revenues is
primarily the result of revenues from the February 2003
acquisition of an engineered components business.

Operating income was $8.9 million for the quarter ended
September 30, 2003 compared to $7.7 million in the prior-year
quarter, an increase of 15.1%. The increase in operating income
was primarily due to the result of operating results from the
acquisition offset by a non-cash write-off of certain equipment of
$0.5 million included in selling, general and administrative
expenses in the quarter ended September 30, 2003 and a gain of $.5
million related to the reversal of restructuring charges included
in the results for the quarter ended September 30, 2002. Results
of operations from the acquired business are included in the 2003
quarterly results, but are not included in the 2002 results.

Depreciation and amortization for the three months ended
September 30, 2003 was $2.5 million compared to $3.2 million for
the same period in the prior year. The decrease relates to the
elimination of goodwill following the adoption of Statement of
Financial Accounting Standards (SFAS) No. 142, effective
October 1, 2002.

Other income for the quarter ended September 30, 2003 was $0.0
million compared to $0.4 million for the same period in 2002. The
decrease in other income primarily relates to the unrealized non-
cash gains of $0.6 million related to mark to market adjustments
on interest rate swaps that were included in the three months
ended September 30, 2002 offset by other expense items. These swap
agreements were terminated in conjunction with the successful
completion of our $175.0 million senior subordinated notes
offering in May 2003.

At September 30, 2003, FastenTech, Inc.'s balance sheet shows a
total shareholders' equity deficit of about $42 million.

                      Year-to-Date Results

Revenues for the year ended September 30, 2003 increased 0.5% to
$209.9 million from $208.8 million in the same period in 2002. The
increase in revenues was primarily the result of revenues from the
February 2003 acquisition of an engineered components business
offset by softness in the OEM power generation market.

Operating income for the year ended September 30, 2003 was $31.4
million compared to $32.3 million in the same period in 2002. The
decrease in operating income was primarily a result of a non-cash
write-off of certain equipment of $0.5 million included in the
year ended September 30, 2003 and a gain of $0.5 million related
to the reversal of restructuring reserves included in the results
for the year ended September 30, 2002. Results from the February
2003 acquisition of an engineered components business are included
in the results for the year ended September 30, 2003, but are not
included in the 2002 results.

Depreciation and amortization for the year ended September 30,
2003 was $11.1 million compared to $14.3 million for the same
period in the prior year. The decrease relates to the elimination
of goodwill following the adoption of SFAS No. 142, effective
October 1, 2002.

Other income for the year ended September 30, 2003 was $1.7
million compared to $2.6 million for the fiscal year ended
September 30, 2002. Other income for fiscal 2003 relates primarily
to unrealized non-cash gains related to mark to market adjustments
on interest rate swaps. Other income for fiscal 2002 relates
primarily to unrealized non-cash gains of $1.4 million related to
mark to market adjustments on interest rate swaps and $1.2 million
of non-cash gains on the curtailment of certain pension plans in
2002. The interest rate swap agreements were terminated in
conjunction with our $175.0 million senior subordinated notes
offering in May 2003.

Effective October 1, 2002, the company adopted the new rules for
accounting for goodwill. As a result, the company wrote off $26.9
million of goodwill, net of tax, which was determined to be
impaired under the new rules. This non-cash charge has been
retroactively recorded in the first quarter of fiscal 2003.

During fiscal 2003, the Company recorded a loss on early
extinguishment of debt of $2.6 million related to the early
retirement of debt resulting from our $175.0 million senior
subordinated notes offering in May 2003.

FastenTech, Inc., headquartered in Minneapolis, Minnesota, is a
leading manufacturer and marketer of highly engineered specialty
components that provide critical applications to a broad range of
end-markets, including the automotive and light truck,
construction, industrial, military, power generation, and medium-
and heavy-duty truck markets.


FIBERCORE INC: Section 341(a) Meeting Scheduled for December 18
---------------------------------------------------------------
The United States Trustee will convene a meeting of FiberCore,
Inc.'s creditors on December 18, 2003 at 2:30 p.m., in the
Worcester U.S. Trustee Office, 446 Main Street, 1st Floor,
Worcester, Massachusetts 01608.  This is the first meeting of
creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy
cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Charlton, Massachusetts, FiberCore, Inc., is a
manufacturer and global supplier of optical fiber and preform for
the telecommunication and data communications markets. The Company
filed for chapter 11 protection on November 14, 2003 (Bankr. Mass.
Case No.: 03-46551).  Carl D. Aframe, Esq., at Aframe & Barnhill,
P.A., represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
estimated debts and assets of more than $10 million each.


FRUIT OF THE LOOM: FOL Trust Sues 5 Creditors Recover Transfers
---------------------------------------------------------------
The FOL Liquidation Trust asks the Court to compel five creditors
to disgorge preferential payments Fruit of the Loom made before
the Petition Date.  The creditors are:

       (1) Kevin Burke of Severna Park, Maryland;
       (2) United Parcel Service of Atlanta, Georgia;
       (3) The Reserves Network of Cleveland, Ohio;
       (4) International Pallet & Supply of San Benito, Texas; and
       (5) Steven T. Beneventine of Wayne, New Jersey.

Pursuant to Rule 7001 of the Federal Rules of Bankruptcy Procedure
and Sections 547(b) and 550 of the Bankruptcy Code, the Trust
alleges that the payments were made during the 90 days preceding
the Petition Date.   Fruit of the Loom transferred interests of
property on account of an antecedent debt owed before the
transfers were made.  At the time of the transfers, the Debtors'
estates were insolvent.

Douglas N. Cohen, Esq., at Milbank, Tweed, Hadley & McCloy, says
that the transfers enabled the Parties to receive more than it
would otherwise receive if these cases were under Chapter 7, the
transfers had not been made or the debt was paid to the extent
provided by the Bankruptcy Code.

The FOL Trust asks the Court to enter a judgment avoiding each of
the transfers and directing the Creditors to repay the full
amounts to the Trust with interest, including reasonable legal and
attorney's costs.  The alleged preferential transfers are:

(A) Kevin Burke

       Date          Payment #      Payment Type      Amount
       ----          ---------      ------------      ------
       10/08/99       417414          Check           $8,516
       10/29/99       421527          Check           86,338
       12/02/99       423452          Check           14,065
                                                    --------       
       Total                                         108,920
                                                    ========

(B) United Parcel Service

       Date          Payment #      Payment Type      Amount
       ----          ---------      ------------      ------
       10/27/99       421284          Check          $88,573
       10/27/99       421299          Check           28,829
       10/27/99       421401          Check          109,060
       10/27/99       421402          Check          114,158
       10/27/99       421403          Check           23,453
       11/05/99       421868          Check           50,653
       12/02/99       423395          Check           51,444
       12/02/99       423396          Check          149,735
       12/15/99       424505          Check          100,531
       12/21/99         1784          Wire           150,000
       12/28/99          399          Wire           100,000
                                                    --------
       Total                                         967,366
                                                    ========

(C) The Reserves Network

       Date          Payment #      Payment Type      Amount
       ----          ---------      ------------      ------
       11/24/99       423210          Check          $37,484
       11/30/99       124953          Check           23,879
       12/28/99       425136          Check           19,351
                                                    --------
       Total                                          80,715
                                                    ========

(D) International Pallet & Supply

       Date          Payment #      Payment Type      Amount
       ----          ---------      ------------      ------
       11/27/99       423281          Check          $23,060
       12/21/99       424880          Check           30,505
                                                    --------
       Total                                          53,565
                                                    ========

(E) Steven T. Beneventine

       Date          Payment #      Payment Type      Amount
       ----          ---------      ------------      ------
       10/08/99       417417          Check          $21,516
       10/29/99       421539          Check           55,557
       12/02/99       423467          Check           33,030
                                                    --------
       Total                                         110,103
                                                    ========
(Fruit of the Loom Bankruptcy News, Issue No. 69; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


GALEY & LORD: Secures Clearance to Sell Klopman International
-------------------------------------------------------------
Galey & Lord, Inc. (OTC Bulletin Board: GYLDQ) has received
approval from United States Bankruptcy Court to complete the sale
of its Klopman International Group to an investment group led by
BS Private Equity.

The transaction, with an enterprise value of $47 million
(including assumed obligations), is expected to close within the
next 30 days subject to the consent of the Tunisian authorities.

Klopman, founded in the 1960s, is the largest European
manufacturer and marketer of poly-cotton fabric for work wear,
protective wear and apparel. Klopman has its sales headquarters in
London, sales offices throughout Europe and manufacturing bases in
Frosinone, Italy, and Monastir, Tunisia.

Mr. Arthur Wiener, Galey & Lord's Chairman and Chief Executive
Officer, stated "the sale of Klopman is an important step in the
Company's continuing effort to focus on its core competencies in
casual apparel fabrics. We wish all of our associates at Klopman
continued success as a newly independent venture."

Galey & Lord, Inc. and its foreign affiliates, are leading global
manufacturers of textiles for sportswear, including cotton
casuals, denim, and corduroy. The Company believes it is the
market leader in producing innovative woven sportswear fabrics as
a result of its expertise in sophisticated and diversified
finishing. Fabrics are designed in close partnership with
diversified base of customers to capture a large share of the
middle and high end of the bottomweight woven market. The Company
also believes it is one of the world's largest producers of
differentiated and value-added denim products. The Company and its
foreign subsidiaries employ approximately 3300 employees in the
United States and 750 employees in its owned foreign operations.
The Company and their joint venture interests operate in the US,
Canada, Mexico, Asia, Europe and North Africa.

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


GENUITY: Bankr. Court Confirms Third Amended Liquidation Plan
-------------------------------------------------------------
Genuity and its subsidiaries step Judge Beatty through the 13
statutory requirements under Section 1129(a) of the Bankruptcy
Code necessary to confirm their Third Amended Plan of Liquidation:

A. Section 1129(a)(1) of the Bankruptcy Code provides that a plan
   must comply with the applicable provisions of Chapter 11 of
   the Bankruptcy Code.  The legislative history of Section
   1129(a)(1) of the Bankruptcy Code indicates that a principal
   objective of this provision is to assure compliance with the
   sections of the Bankruptcy Code governing classification of
   claims and interests and the contents of the plan.  This
   section is satisfied because the Debtors' Plan complies with
   all applicable provisions.  In addition, the Court overruled
   Deutsche Bank AG's objections with respect Section 1129(a)(1)
   and distributions to Class 3 under the Debtors' Plan.  

B. Section 1129(a)(2) of the Bankruptcy Code requires that the
   plan proponents comply with the applicable Bankruptcy Code
   provisions.  The legislative history and cases discussing
   Section 1129(a)(2) indicate that the purpose of the provision
   is to ensure that the plan proponents comply with the
   disclosure and solicitation requirements of Sections 1125 and
   1126.  The Debtors satisfy Section 1129(a)(2) because they
   performed all their obligations under the Bankruptcy Code.  
   As debtors-in-possession, the Debtors complied with all
   applicable provisions, including Sections 1125 and 1126, and
   Rules 3017 and 3018 of the Federal Rules of Bankruptcy   
   Procedure.

C. The Plan was proposed in good faith and not by any means
   forbidden by law, as required by Section 1129(a)(3) of the
   Bankruptcy Code.  The Court examined the totality of the
   circumstances surrounding the filing of the Debtors' Chapter
   11 Cases and the formulation of the Plan.  The Plan was
   proposed with the legitimate purposes of liquidating the
   Debtors' assets and distributing cash to the Debtors'
   creditors.  Furthermore, the Plan Compromise and the
   provisions of the Liquidating Trust Agreement are the product
   of extensive, arm's-length negotiations among the members of
   the Creditors Committee, and the Plan is otherwise the product
   of arm's-length negotiations between the Debtors, the
   Creditors Committee and other interested parties.  All parties
   to these negotiations have also been advised by counsel.

D. Pursuant to Section 1129(a)(4) of the Bankruptcy Code, the
   Plan provides that any payment made or to be made by the
   Debtors for services or for costs and expenses in, or in
   connection with the Chapter 11 Cases, including Substantial    
   Contribution Claims, or in connection with the Plan and
   incident to the Chapter 11 Cases, has been approved by, or is
   subject to the approval of the Bankruptcy Court, as
   reasonable.

E. Section 1129(a)(5)(A)(i) of the Bankruptcy Code requires the
   plan proponents to disclose the identity of certain
   individuals who will hold positions with the debtor or its
   successor after plan confirmation.  The Debtors have already:
   disclosed the:

   (a) identities and affiliations of all Persons proposed to      
       serve as the Liquidating Trustee and the members of the
       Liquidating Trust Oversight Committee.  The appointment of
       these Persons to, or the continuance of these Persons in
       the offices is consistent with the interests of the
       Debtors' Claims and Interest holders and with public
       policy; and

   (b) the identity of any insider who will be employed or
       retained by the Liquidating Trust and the nature of the
       insider's compensation.

F. Section 1129(a)(6) of the Bankruptcy Code permits confirmation
   only if any regulatory commission that will have jurisdiction
   over the debtor after confirmation has approved any rate
   change provided for in the plan.  The Debtors have not
   proposed any rate change under the Plan.  Accordingly, the
   Debtors need not obtain the approval of any governmental
   regulatory commission.

G. Section 1129(a)(7) of the Bankruptcy Code requires that a plan
   be in the best interests of creditors and stockholders.  The
   information contained in the Disclosure Statement, which
   gained the Court's approval, and the evidence adduced at the
   Confirmation Hearing (i) was persuasive and credible, (ii) was
   not controverted by other evidence, and (iii) established that
   each of the Debtors' impaired Claim or Interest holder,
   either:

   (a) accepted the Plan; or
   (b) will receive or retain under the Plan, on account of the
       Claim or Interest, property of a value, as of the
       Effective Date, that is not less than the amount that
       the holder would so receive or retain if the Debtors were
       liquidated under Chapter 7 of the Bankruptcy Code.

    The Court likewise approved the Debtors' Plan Compromise.

H. Section 1129(a)(8) of the Bankruptcy Code requires that
   each class of claims or interests must either accept a plan
   or be unimpaired under a plan.  Pursuant to Section 1126(c)
   a class of impaired claims accepts a plan if the holders of at
   least two-thirds in dollar amount and more than one-half in
   number of the claims in that class actually vote to accept the
   plan.  Pursuant to Section 1126(d), a class of interests
   accepts a plan if holders of at least two-thirds in amount of
   the allowed interests in that class that actually vote to
   accept the plan.  The Debtors report that with respect:

   (a) Acceptance by Classes 1, 2 and 3

       Section 1129(a)(8)(A) is satisfied with respect to Class
       3, because this impaired Class is entitled to vote on the
       Plan and has accepted the Plan.  Section 1129(a)(8)(B), on
       the other hand, is satisfied with respect to Classes 1 and
       2 because these Classes are not impaired by the Plan and
       are therefore conclusively deemed to have accepted the
       Plan.

   (b) Acceptance by Class 4

       Verizon originally voted to reject the Plan.  On
       November 5, 2003, Verizon asked the Court to temporarily
       allow certain of its claims for voting purposes. The
       Debtors conceded that for purposes of calculating the vote
       of Class 4 claimholders, Verizon has Claims in Class 4
       equal to the sum of:

       -- one-third the aggregate amount of Claims voting in
          Class 4, including all Claims hereby or subsequently
          allowed temporarily for voting purposes; plus

       -- $1.

       At the Confirmation Hearing, Verizon sought and obtained
       Court permission to change its vote, from rejection to
       acceptance of the Debtors' Plan.  Section 1129(a)(8)(A) of
       the Bankruptcy Code is satisfied with respect to Class 4,
       because the Class is entitled to vote on the Plan and has
       accepted the Plan.  Specifically, at least 93.5% in
       number, and 94.8% in amount, in Class 4 voted for the
       Plan's acceptance.

   (c) Cram-down of Non-Accepting Classes

       Section 1129(a)(8) of the Bankruptcy Code has not been
       satisfied with respect to Classes 5, 6 and 7 because these
       Classes are deemed to reject the Plan.  In addition, no
       holder of an equity interest in, or Claim subject to
       Section 510(b) of the Bankruptcy Code against, the Debtors
       will receive or retain any property under the Plan on
       account of the Interest or Claim.  Nonetheless, the Plan
       satisfies the requirements of Section 1129(b) of the
       Bankruptcy Code and thus may be confirmed without
       compliance with Section 1129(a)(8) of the Bankruptcy Code
       with respect to Classes 5, 6 and 7 since:

       -- the Plan does not discriminate unfairly against these
          Classes; and

       -- the Plan is fair and equitable with respect to these
          Classes.

       For instance, with respect to Class 5, no junior class of
       Claims or Interests in the Debtors is receiving any
       distribution under the Plan, and the contractual and
       potential equitable subordination of Class 5 Claims
       provides a legitimate basis for the disparate treatment of
       Class 5, as compared to Classes 3 and 4.  Concerning Class
       6, no junior class of Claims or Interests in the Debtors
       is receiving any distribution under the Plan, and the
       subordination imposed by Section 510(b) provides a
       legitimate basis for any disparate treatment.  Finally,
       no junior class of Interests is receiving any distribution
       in the Plan under Class 7.

I. The treatment of Administrative Expense Claims and Other
   Priority Claims under the Plan satisfies the requirements of
   Sections 1129(a)(9)(A) and (B) of the Bankruptcy Code, and the
   treatment of Prepetition Priority Tax Claims in the Plan
   satisfies the requirements of Section 1129(a)(9)(C).  The Plan
   provides that;

    -- all Allowed Administrative Claim will be paid in full
       in Cash on or as soon as reasonably practicable after the
       latest of:

         (i) Effective Date,

        (ii) the date on which the Administrative Claim becomes
             Allowed, and

       (iii) the dated fixed by the Bankruptcy Court.

       However, the Administrative Claim holder may agree to a
       different treatment of its Claim, including, without
       limitation, any different treatment that may be provided
       in the documentation governing the Claim.

   -- all Allowed Priority Claim will be paid in full in Cash on
      or as soon as reasonably practicable after the later of:

       (i) the Effective Date, and

      (ii) the date the Priority Claim becomes Allowed, unless
           the Claim holder agrees to a different treatment of
           its Claim.

   The Plan also provides that, except as otherwise may be
   agreed, holders of Allowed Priority Tax Claim will be paid in
   full in Cash on or as soon as reasonably practicable after the
   later of the Effective Date, and the date on which the
   Priority Tax Claim becomes Allowed.

J. Section 1129(a)(10) of the Bankruptcy Code requires the
   affirmative acceptance of the Plan by at least one Class of
   impaired Claims, "determined without including any acceptance
   of the plan by any insider."  The Plan clearly satisfies this
   requirement because two Classes of impaired claims --
   Classes 3 and 4 -- have accepted the Plan, without
   including the acceptance of the Plan by insiders, if any,
   in those Classes.

K. Section 1129(a)(11) of the Bankruptcy Code requires the
   Bankruptcy Court to find that the plan is feasible as a
   condition precedent to confirmation.  This Section is  
   satisfied because Debtors' liquidation, via the Liquidating
   Trust, is specifically contemplated by the Plan.

L. All fees payable under Section 1930 of the Judiciary
   Procedures Code, will be on before the Effective
   Date by the Debtors and thereafter by the Liquidating Trustee
   as may be required, thus satisfying the requirements of
   Section 1129(a)(12) of the Bankruptcy Code.

M. Section 1129(a)(13) of the Bankruptcy Code sets forth
   certain provisions for the continuation of the payment of
   health, welfare and retiree benefits post-confirmation.  
   The Debtors do not have any obligations with respect to
   retiree benefits.

Finding that the Plan complies with the statutory requirements,
Judge Beatty confirmed the Debtors' Plan on November 21, 2003.  
The Court overrules all objections to confirmation of the Plan
that have not been withdrawn or otherwise resolved.

A free copy of the Court's findings of fact, conclusions of law
and confirmation order is available at:

    http://bankrupt.com/misc/genuity_confirmation_order.pdf  
(Genuity Bankruptcy News, Issue No. 23; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


GLOBALSTAR LP: Court Approves Sale of Assets to Thermo Capital
--------------------------------------------------------------
Globalstar, L.P. and Thermo Capital Partners have received court
approval for their previously-announced plan for Thermo to acquire
a majority interest in a reorganized Globalstar.

The proposed transaction would give Thermo an 81.25% ownership of
a new company that would take control of Globalstar's assets and
operations, in exchange for a cash investment of up to $43
million. The remaining 18.75% of the equity interests in the new
company will be available to Globalstar for distribution to its
creditors. Additionally, Globalstar's creditors will have the
right to purchase additional equity interests in the new company
for an aggregate ownership interest of up to 33.87%.

The Thermo transaction would supersede Globalstar's May 2003
agreement with ICO Global Communications (Holdings) Limited, under
which ICO intended to acquire Globalstar.

Final documentation for the Thermo transaction is expected to be
completed by December 2. Closing of the transaction will be
subject to regulatory approval, which is expected to be obtained
in early 2004, and the companies anticipate completing the Chapter
11 process shortly thereafter.

Globalstar is the world's most widely-used global mobile satellite
telecommunications service, offering both voice and data services
from virtually anywhere in over 100 countries around the world.
For more information, visit Globalstar's Web site at
http://www.globalstar.com  

Thermo Capital Partners is part of the Thermo Companies, based in
New Orleans, LA, and Denver, CO, a highly successful group of
privately-held companies focused on opportunities in the
telecommunications, power generation, natural resources and real
estate industry. For more information, visit the Thermo Web site
at http://www.thermocompanies.com


GREAT ATLANTIC: Completes Sale of Coffee Business to Gryphon
------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc. has completed the
previously announced sale of its Eight O'Clock Coffee division to
Gryphon Investors, a San Francisco based private equity firm, for
cash and a note.

The Company realized proceeds of $107.5 million and received a
contingent Note for up to $20 million, the value and payment of
which is based on certain elements of the future performance of
the Eight O'Clock business.

The Company said that Lehman Brothers served as financial advisor
for the transaction.

Founded in 1859, A&P (S&P, B Corporate Credit Rating, Negative
Outlook) was one of the nation's first supermarket chains, and is
today among North America's largest. The Company operates 643
stores in 11 states, the District of Columbia and Ontario, Canada
under the following trade names: A&P, Waldbaum's, The Food
Emporium, Super Foodmart, Super Fresh, Farmer Jack, Sav-A-Center,
Dominion, The Barn Markets, Food Basics and Ultra Food & Drug.


HANGER ORTHOPEDIC: Offers to Repurchase $30M of Preferred Shares
----------------------------------------------------------------
Hanger Orthopedic Group, Inc. (NYSE: HGR) will repurchase $30.0
million book value of the 7% Redeemable Convertible Preferred
Stock for a total purchase price of $31.7 million.

The company will repurchase and retire $30.0 million of the 7%
Redeemable Convertible Preferred Stock from J.P. Morgan Partners.
The purchase price of $31.7 million will include a $1.7 million
premium for the value of the underlying 1.8 million warrants which
would be required to be issued if Hanger were to call the shares
of Preferred Stock before July 1, 2004. The purchase price will be
funded with cash on hand and proceeds from our revolving credit
facility. The premium will be expensed in the 4th quarter.

Chairman and CEO Ivan R. Sabel stated, "This transaction will
allow the company to retire approximately 35% of the Preferred
Stock Outstanding for a modest premium while adding an estimated
$0.08 per share to our 2004 earnings per share estimates based on
current interest rates. The completion of the Preferred Stock
repurchase along with the subordinated bond refinancing completed
earlier this quarter, continues to demonstrate our commitment to
restructuring our balance sheet while increasing earnings per
share and shareholder value."

Hanger Orthopedic Group, Inc. (S&P, B+ Corporate Credit Rating),
headquartered in Bethesda, Maryland, is the world's premier
provider of orthotic and prosthetic patient-care services. Hanger
is the market leader in the United States, owning and operating
591 patient-care centers in 44 states and the District of
Columbia, with 3,139 employees including 875 certified
practitioners.  Hanger is organized into two business segments:
patient-care, which consists of nationwide orthotic and prosthetic
practice centers, and distribution, which consists of distribution
centers managing the supply chain of orthotic and prosthetic
componentry to Hanger and third party patient-care centers.  In
addition, Hanger operates the largest orthotic and prosthetic
managed care network in the country.


HEALTH CARE: Fitch Affirms BB+ Rating on Outstanding Preferreds
---------------------------------------------------------------
Fitch Ratings has affirmed the 'BBB-' rating on Health Care REIT's
$865 million of outstanding senior unsecured notes due 2004
through 2013.

This includes Health Care REIT's recent issuance of $250 million
senior unsecured notes due November 2013 which Fitch rated 'BBB-'.
Additionally, Fitch has affirmed the 'BB+' rating on HCN's
outstanding preferred stock. The Rating Outlook is revised to
Positive from Stable.

Fitch's ratings and revised outlook reflect favorably on HCN's
good asset diversity with 321 healthcare facilities spread across
33 states, including Massachusetts (17% of revenue), Florida
(10%), Texas (8%), Ohio (6%), and Tennessee (5%), the company's
manageable use of debt leverage at approximately 44% of
undepreciated book capital (proforma the October 29, 2003 $250
million bond offering) and its sizeable unencumbered asset pool.
Financial flexibility is satisfactory for the rating, reflecting
full availability under the company's $255 million unsecured
revolving credit facility, access to debt and equity capital and a
well-laddered debt maturity schedule. Additional credit
considerations are the company's 2.5 times increase in the number
of assets it has under master leases (now at 80% of total real
property investment) as well as very low development exposure
(less than 2% of gross depreciable property).

Additionally, Fitch's rating outlook change to positive from
stable reflects HCN's improving credit statistics and overall
leverage. The company's fixed charge coverage has steadily
improved from 2.4x as of December 31, 2000 to 3.0x at September
30, 2003 while the company's ratio of total debt plus preferred to
undepreciated book capital has improved from 53.7% in 1999 to
48.5% as of September 30, 2003. Finally, the positive outlook
recognizes the company's stringent and conservative underwriting
of tenants. The company's underwriting process and ongoing
monitoring of its tenants has aided HCN in avoiding many of the
bankruptcy pitfalls that other health care REITs have faced. The
company's stated strategy of "partnering" with regional, non-
public operators has, over time, proven to be a sound business
plan. Despite a perceived lack of visibility that is normally
associated with the private companies, HCN has managed to avoid
tenant payment difficulties by actively managing tenant relations,
assigning leases to new operators as well as conducting upfront
and on-going credit analysis of each of its operators. Fitch
believes this strategy has lead to stable operating statistics for
the company's operators which compare favorably to their health
care REIT peers who also invest in assisted living facilities and
skilled nursing facilities but have more exposure to public
operators.

Fitch's primary rating concerns center on the volatile nature of
the payments system for SNFs due to dependence on public
reimbursement, which continue to change with public policy
initiatives, the lingering effect of industry overbuilding in the
assisted living sector, which has resulted in slower fill rates
for newly developed ALF properties and issues of liquidity in the
healthcare property sector as a whole. An additional concern for
Fitch is the company's increased use of mortgage debt which now
stands at $145 million (7% of total assets) and is double the
company's average for secured debt outstanding since 2000. Fitch
will continue to monitor the company's use of secured debt.

Health Care REIT's portfolio of assets is broken down between real
property (88% of real estate investments), loans receivable (10%),
and subdebt investments (2%). The portfolio is further divided by
its healthcare sector focus: ALFs (61% of real estate
investments), SNFs (32%) and specialty care facilities (7%).

Of the assisted living portfolio, which accounts for 55% of the
company's revenue and totals 217 properties with 14,000 units, 17
assets remain in the lease up phase. Of the stable assets, the
company reports aggregate operator earnings before interest,
taxes, depreciation, amortization, rent and management fee
(EBITDARM) coverage of 1.3x and earnings before interest, taxes,
depreciation, amortization and rent (EBITDAR) coverage of 1.1x.
Average occupancy for the AL portfolio for the six months ending
June 30, 2003 was 84% with 97% of the operator's revenue being
derived from private pay residents, meaning this revenue stream is
not impacted by any federal and state legislation regarding
healthcare funding. Of the 17 assets remaining in lease-up, only
one asset is in the 0% to 50% occupancy category having just
recently opened its doors for business with the majority of the
lease up assets in the 70%+ occupancy category. The 17 assets in
lease-up account for approximately 9% of the company's revenues.
Fitch believes that based on its previous performance and the
company's stated goal of having 10% to 15% of the portfolio in
construction or lease up, management should be able to continue to
stabilize the current lease up assets as well as others added to
the pipeline.

The skilled nursing portfolio consists of 96 properties and
accounts for 39% of the company's revenue. HCN reports occupancy
of 86% for this category with operator EBITDARM coverage of 1.7x
and EBITDAR coverage of 1.3x. Additionally, HCN reports a payor
mix for SNFs of 18% private pay and 16% Medicare. Reimbursement
rates for skilled nursing facilities have improved due to an
increase in the federal matching percentage for Medicaid and two
separate inflationary updates to the Medicare rate. In addition, a
majority of the states HCN operates in have increased their
Medicaid budgets slightly despite budget shortfalls. The company
has reported that only 1 state had a decrease in Medicaid rates.

Fitch notes that operators of both ALF assets and SNF assets have
experienced increases in their operating costs due to increased
liability insurance and staffing costs. Currently, there is a
shortage in the supply of nursing professionals, which has
increased demand and therefore the costs to the operators.

Within the current portfolio, the top five operators of HCN assets
accounted for approximately 43% of the company's revenue as of
September 30, 2003 and encompassed approximately 45% of HCN's
invested capital. The top five operators (as measured by revenue)
are as follows: Commonwealth Communities L.L.C. (14% of revenue),
Alterra Healthcare Corporation (8%), Home Quality Management (7%),
Life Care Centers of America, Inc. (7%), and Merrill Gardens
L.L.C. (7%). These operators account for 106 of the company's 321
properties. Across the portfolio on a weighted average basis,
aggregate operator EBITDARM coverage stands at 1.5x and 1.2x after
management fees.

Health Care REIT's interest coverage ratios remain strong for
current ratings, with EBITDA to total interest expense of 3.4
times for period ending September 30, 2003 inline with the
company's historical average of 3.6x. Including adjustments for
preferred stock dividends, fixed charge coverage was 3.0x, again
tracking to its stable historical average. Fitch Ratings believes
this level provides an appropriate measure of protection for the
unsecured bondholders as well as preferred shareholders relative
to the assigned rating. As of September 30, 2003, Fitch estimates
that historical cost of unencumbered assets covered total
unsecured debt by approximately 2.4x, inline with historical
averages.

Health Care REIT, Inc. (NYSE:HCN), based in Toledo, Ohio, is an
approximate $2.2 billion (total undepreciated book capitalization)
equity REIT focused on the assisted living (61% of total
investment), skilled nursing (32%), and specialty care (7%)
sectors. The company specializes in sale/leaseback and mortgage
investments of long-term healthcare facilities. As of
September 30, 2003, the company had investments in 321 health care
facilities located in 33 states.


HOLLINGER INC: Four Directors Resign from Company's Board
---------------------------------------------------------
Hollinger Inc. (TSX: HLG.C; HLG.PR.B; HLG.PR.C) announced that Ms.
Maureen J. Sabia and Messrs. Fredrik S. Eaton, Allan E. Gotlieb
and Douglas G. Bassett have resigned as Directors of Hollinger
effective immediately.

The Audit Committee has been involved in investigating the
circumstances surrounding the payment of approximately
U.S.$16.5million to Hollinger on account of non-competes given in
connection with certain sales of community newspapers by Hollinger
International Inc. The Audit Committee submitted its report at a
Board Meeting on November 19, 2003 and the Board met again today
to discuss the recommendations in the report. While there was
agreement by Board members on a number of recommendations made in
the report, the Board was not prepared to accept the Audit
Committee's recommendations to make certain management and Board
changes. A resolution approving the recommendation of the Audit
Committee was defeated by a vote of the Directors with the members
of the Audit Committee voting in favour of all of the
recommendations made in its report. Immediately following the
defeat of the resolution, the members of the Audit Committee
resigned.

As a result of the resignations, Hollinger no longer has an audit
committee composed of a majority of Directors who are not officers
or employees of Hollinger or its affiliates, as required under
corporate law. Hollinger will endeavour to bring itself into
compliance with that requirement as quickly as possible.

Lord Black stated: "It is regrettable that the members of the
Hollinger Audit Committee felt compelled to resign. While the
Board agreed with a number of the recommendations made by the
Committee, it was not prepared to accept them all. In the
circumstances, the recommendations with respect to management and
Board changes were not appropriate and not in the best interests
of Hollinger."

The Board of Directors of Hollinger is continuing to assess the
Hollinger International restructuring initiatives and their
implications for Hollinger and its corporate governance structure
and is considering its appropriate course of action.

Hollinger's principal asset is its approximately 72.6% voting and
30.3% equity interest in Hollinger International. Hollinger
International is a global newspaper publisher with English-
language newspapers in the United States, Great Britain, and
Israel. Its assets include The Daily Telegraph, The Sunday
Telegraph and The Spectator and Apollo magazines in Great Britain,
the Chicago Sun-Times and a large number of community newspapers
in the Chicago area, The Jerusalem Post and The International
Jerusalem Post in Israel, a portfolio of new media investments and
a variety of other assets.

On June 30, 2003, the company's net capital deficit tops $442
million while working capital deficit is at $398.8 million.


HUGHES ELECTRONICS: Roxanne Austin Resigning as Company's EVP
-------------------------------------------------------------
Roxanne Austin, president and chief operating officer of DIRECTV,
Inc., and executive vice president of Hughes Electronics
Corporation, has elected to leave the Company upon completion of
The News Corporation's acquisition of 34 percent of HUGHES common
stock. DIRECTV is a unit of HUGHES.

"I am very proud of what we have accomplished at DIRECTV in the
past two years," said Austin. "Serving as DIRECTV's president and
COO has been tremendously rewarding. I care deeply about DIRECTV
and its future success, but with this imminent transition I am
taking the opportunity to pursue my long-term career goals and
move on to new endeavors."

Austin was named DIRECTV president and COO in June 2001. Under
Austin's leadership, DIRECTV has made material financial and
operational improvements.

-- DIRECTV's revenue has increased 37 percent from $5.5 billion in
   2001 to a projected $7.6 billion in 2003.

-- From the third quarter of 2001 through the third quarter of
   2003, DIRECTV subscriber growth has increased by 34 percent, as
   it has added more than 2.6 million net new customers.

-- DIRECTV's customer churn has been reduced from a monthly rate
   of 1.8 percent in 2001 to an industry-leading current level of
   1.5 percent, a 17 percent improvement.

-- Operating profit before depreciation and amortization increased
   by approximately $780 million or over 360 percent from 2001 to
   2003.

-- Net income has increased $378 million from a loss of $178
   million in 2001 to a projected profit of $200 million in 2003.

-- Annual cash flow improved from a negative $403 million in 2001
   to a projected positive $400 million in 2003.

-- DIRECTV ranked "#1 in Customer Satisfaction among
   Satellite/Cable TV Subscribers" in 2002 and 2003 by J.D. Power
   and Associates.

"I want to thank Roxanne for her effective leadership through a
very challenging period and difficult circumstances at DIRECTV,"
said Chase Carey, CEO-designee of HUGHES. "She brought a singular
focus and boundless energy to DIRECTV that has improved its
performance in the last two years and positioned it for future
growth. I wish her well as she goes forward to new challenges."

Eddy W. Hartenstein, DIRECTV chairman and CEO, added, "Despite the
uncertainties that existed concerning the ultimate ownership of
HUGHES, quarter after quarter, Roxanne kept the entire DIRECTV
organization focused on continuously improving DIRECTV's
performance. She deserves much credit for turning around and
strengthening DIRECTV in every way. While we respect her decision
to pursue other opportunities, her passion and enthusiasm for
DIRECTV will be missed."

Jack A. Shaw, HUGHES' president and CEO, commented, "Roxanne has
provided outstanding leadership for DIRECTV at a critical period
in its history and we have been fortunate to have her as part of
the HUGHES management team."

The transactions by which News Corp would acquire 34 percent of
HUGHES remain subject to certain regulatory clearances, including
approval by the U.S. Federal Communications Commission. The
parties currently expect to complete the transactions in late
2003.

DIRECTV is the nation's leading digital multichannel television
service provider with more than 12 million customers. DIRECTV and
the Cyclone Design logo are registered trademarks of DIRECTV,
Inc., a unit of Hughes Electronics Corp. Hughes Electronics
Corporation, a unit of General Motors Corporation, is a world-
leading provider of digital television entertainment, broadband
satellite networks and services, and global video and data
broadcasting. The earnings of HUGHES are used to calculate the
earnings attributable to the General Motors Class H common stock
(NYSE:GMH).

In connection with the proposed transactions, on August 21, 2003,
General Motors Corporation, Hughes Electronics Corporation and The
News Corporation Limited filed definitive materials with the
Securities and Exchange Commission, including a Definitive Consent
Solicitation Statement of GM on Schedule 14A, a Registration
Statement of Hughes on Form S-4 and a Registration Statement of
News Corporation on Form F-4 that contain a consent solicitation
statement of GM, a prospectus of Hughes and a prospectus of News
Corporation. Investors and security holders are urged to read
these materials, as well as any other relevant documents filed or
that will be filed with the SEC, as they become available, because
these documents contain or will contain important information.
These materials and other relevant materials (when they become
available) and any other documents filed by GM, Hughes or News
Corporation with the SEC, may be obtained for free at the SEC's
Web site at http://www.sec.gov In addition, the definitive  
materials contain information about how to obtain transaction-
related documents for free from GM.

Hughes Electronics Corporation is a unit of General Motors
Corporation. The earnings of HUGHES are used to calculate the
earnings attributable to the General Motors Class H common stock
(NYSE: GMH).

                         *     *     *

As reported in Troubled Company Reporter's April 11, 2003 edition,
Standard & Poor's Ratings Services revised its CreditWatch listing
on Hughes Electronics Corp. and related entities to positive from
developing following the company's announcement that News Corp.
Ltd., (BBB-/Stable/--) will acquire 34% of the company. The
ratings had been on CreditWatch developing, reflecting uncertainty
regarding Hughes' future ownership.

Following a review of Hughes' operating and financial prospects
under its new ownership structure, a ratings upgrade could occur
once the deal is completed. However, the magnitude of a
potential upgrade may be constrained in light of News Corp.'s
minority stake.

Ratings List:              To                   From

Hughes Electronics Corp.
   Corporate credit       B+/Watch Pos/--      B+/Watch Dev/--

DirecTV Holdings LLC
   Senior secured debt    BB-/Watch Pos/--
   Senior unsecured debt  B/Watch Pos/--

PanAmSat Corp.
   Corporate credit       B+/Watch Pos/--      B+/Watch Dev/--
   Senior secured debt    BB-/Watch Pos/--     BB-/Watch Dev/--
   Senior unsecured debt  B-/Watch Pos/--      B-/Watch Dev-


IMMTECH Completes Acquisition of Facility in Shenzhen, China
------------------------------------------------------------
Immtech International, Inc. (Amex: IMM) completed the
acquisition of a portion of a newly constructed industrial
facility located in the Futian Free-Trade Zone, a tax-free zone in
the City of Shenzhen in the People's Republic of China.

The acquisition is a strategic investment for the Company to
transition from product development into commercialization.  
Immtech believes that the acquisition of the newly built property
will advance its ability to produce commercial quantities of its
pharmaceutical compounds by one or more years.

Immtech believes that with the acquisition it will gain
significant global competitive advantages by locating its
pharmaceutical manufacturing plant in the Futian Free-Trade Zone,
including the ability to import equipment and materials and export
products on a tax-free basis.  Immtech also qualifies for real
property and other tax advantages from Shenzhen because the City
has offered tax and other incentives to high technology
enterprises locating in the City.  The building housing the
property will be named the "Immtech Life Science Building"
acknowledging Immtech's strong presence in China.

Shenzhen is located in the Pearl River Delta, where 280 of the
world's 500 largest companies have located facilities.  The region
receives 85% of all direct foreign investment in China (USD $53
billion in 2002), is responsible for 33% of China's exports, and
originates 50% of all Chinese patent applications.  Shenzhen has a
robust population with a highly skilled work force.

T. Stephen Thompson, President and CEO of Immtech, stated, "The
acquisition of the newly-built facility will advance our
capabilities for pharmaceutical manufacture by at least one year.  
We are excited about establishing a strategic stronghold in one of
the fastest growing high technology regions in the world."  
Immtech funded the acquisition of the property through the
transfer of Immtech's 80% interest in Lenton Fibre Optics
Development Limited and $400,000 in cash.  Lenton's primary asset
was a commercial land parcel in the Futian Free-Trade Zone on
which Immtech had previously intended to develop its manufacturing
facility.  In connection with the transaction, Lenton transferred
to Immtech its interest in Immtech Hong Kong Limited and Immtech
Therapeutics Limited, two subsidiaries established to assist
Immtech in research and development, and marketing and
distribution of the Company's products in the Pacific Rim and in
other international markets.

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

                             *     *     *

                       Going Concern Uncertainty

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

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

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

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

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

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

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


IMMTECH INT'L: Comments on Recent Decline in Stock Price
--------------------------------------------------------
Immtech International, Inc. (Amex: IMM) in response to investor
inquiries commented that the Company is on track with its progress
and knows of no business developments that would account for the
recent decline in its share price.

Steve Thompson, President and CEO of Immtech, stated, "Our
development efforts are on track and results have met or exceeded
expectations.  Immtech is focused on developing oral drugs to
treat deadly diseases such as Malaria and Tuberculosis, which
affect large populations and kill a total of 4 million people
annually.  Additionally, Immtech is moving forward with drug
development on our fungal and diabetes programs.  The Company
operates efficiently to get drug candidates commercialized so that
people worldwide, including those in developing countries, can be
served."

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

                             *     *     *

                       Going Concern Uncertainty

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

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

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

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

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

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

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


KIDDER PEABODY: Fitch Affirms Class B1 Rating at BB+
----------------------------------------------------
Fitch Ratings has upgraded 1 class and affirmed 3 classes for the
following Kidder Peabody Acceptance Corporation Mortgage Pass-
Through Certificates:

Kidder Peabody Acceptance Corporation Mortgage Pass-Through
Certificates, Series 1993-1

     --Class A-1-I affirmed at 'AAA';
     --Class M1 upgraded to 'AA+' from 'AA';
     --Class M2 affirmed at 'A';
     --Class B1 affirmed at 'BB+'.

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


KMART CORP: Court Reduces Retirement Plan Claims to $32 Million
---------------------------------------------------------------
Before the Petition Date, the Kmart Debtors offered their
employees retirement plans, including a 401(k) Plan, a
Supplemental Executive Retirement Plan and a Special Supplemental
Pension Plan.  During the Claims review process, the Debtors
identified 8,031 claims filed by participants in the Employee
Retirement Plans.

The Debtors tell the Court that they are authorized to pay all
amounts related to the Employee Retirement Plans that arose
before the Petition Date, as they came due, in the ordinary
course of business.  Accordingly, the Debtors continue to meet
their obligations under the Employee Retirement Plans and have no
liability with respect to Employee Retirement Plan Claims.

The Debtors identified 7,867 Employee Retirement Plan Claims,
aggregating $921,844,267:

          Type of Claim                  Claim Amount
          -------------                  ------------
          Secured                             $17,361
          Administrative                        3,000
          Priority                        365,629,779
          Unsecured                       553,449,215

At the Debtors' request, the Court disallows and expunges 7,784
Claims in their entirety.  

Before the Petition Date, around 220 employees participated in
the Supplemental Executive Retirement Plan and the Special
Supplemental Pension Plan.  As part of negotiations between the
Debtors and the statutory-appointed Committees in their Chapter
11 cases, beginning July 1, 2002, the benefits that accrued
prepetition that were being paid to the Supplemental Executive
Retirement Plan and the Special Supplemental Pension Plan
participants were discontinued.  Since the Supplemental Executive
Retirement Plan and the Special Supplemental Pension Plan were
non-qualified plans according to Employee Retirement Income
Security Act, the Debtors advised the former participants that to
protect their interests in the funds collected in these plans,
they would need to file a proof of claim by the July 31, 2002 bar
date.  The Debtors found that 160 Former Participants filed
claims for prepetition benefits arising from the Supplemental
Executive Retirement Plan and the Special Supplemental Pension
Plan -- Discontinued Non-Qualified Claims.

The Debtors, however, maintain that the Discontinued Non-
Qualified Claims did not make any present value judgment to the
benefit payments that the Former Participants were expected to
receive.  The Claims were overstated.  The Debtors conducted an
actuarial analysis for each of the Former Participants to
determine the present value of the funds that each had in the
Non-Qualified Plans.  The Recalculated Non-Qualified Claim
Amounts represent the proper value of each of the claims asserted
by the Former Participants as of the Petition Date.

The Debtors identified 143 Discontinued Non-Qualified Plan
Claims, aggregating $35,059,822.  At the Debtors' request, the
Court reduces the Claims to $32,297,397 in the aggregate to
reflect the present value of their obligations. (Kmart Bankruptcy
News, Issue No. 65; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


LANDMARK III: S&P Assigns Prelim Ratings to Floating-Rate Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Landmark III CDO Ltd./Landmark III CDO (Delaware)
Corp.'s $284 million floating-rate notes due 2016.
     
The preliminary ratings are based on information as of Nov. 21,
2003.

Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

     -- The expected commensurate level of credit support in the
        form of subordination to be provided by the notes junior
        to the respective classes;

     -- The cash flow structure, which is subject to various  
        stresses requested by Standard & Poor's;

     -- The experience of the collateral manager; and

     -- The legal structure of the transaction, which includes the
        bankruptcy remoteness of the issuer.
     
Landmark III CDO Ltd. is the second cash flow arbitrage CLO
managed by Aladdin Capital Management LLC.
     
                      PRELIMINARY RATINGS ASSIGNED

     Landmark III CDO Ltd./Landmark III CDO (Delaware) Corp.
   
          Class               Rating    Amount (mil. $)
          A-1L                AAA                 100.0
          A-1LA               AAA                  25.0
          A-1LB               AAA                 103.0
          A-2L                AA                   16.0
          A-3L                A-                   19.0
          B-1L                BBB                  13.5
          B-2L                BB                    7.5
          Preferred shares    N.R.                 22.0


LEAP WIRELESS: Court Rejects Valuation Expert's Testimony
---------------------------------------------------------
Leap Wireless International Inc. hired Bruce Falkenberg and
Falkenberg Capital Corp., an NASD registered broker/dealer
specializing in telecommunications investment banking services, as
an expert witness.  Leap presented Mr. Falkenberg to testify about
the value of Leap's wireless license portfolio at the hearing to
consider confirmation of the Company's chapter 11 plan   

MCG PCS Inc., a Leap shareholder and disputed creditor, objected
to the testimony and asked Judge Adler to strike it.  Judge Adler
agreed, finding that Mr. Falkenberg's valuation testimony neither
complied with Federal Rule of Civil Procedure 26 nor with the
Daubert standard taught by the U.S. Supreme Court.  A valuation
opinion, based on underlying confidential data that couldn't be
examined, is inadmissible, Judge Alder ruled.  

Mr. Falkenberg's testimony, though ruled inadmissible, did not
cause Leap's Plan to crater because it otherwise met the standards
for confirmation.  The Debtors provided other evidence sufficient
to support the limited value of the reorganized company and that
the objecting shareholder and his brethren are out of the money.  

                        Background

Leap filed Chapter 11 petitions on April 13, 2003 in the U.S.
Bankruptcy Court for the Southern District of California (Bankr.
Case Nos. 03-03470 to 03-03477).  The Debtors own 99 wireless
telecommunications licenses in markets throughout the country.  
They operate their business through Leap's wholly owned
subsidiary, Cricket Communications Inc.

The Debtors delivered their Fifth Amended Joint Plan of
Reorganization, dated July 30, 2003, to the Bankruptcy Court.  
Creditors voted to accept it and the Debtors asked Judge Adler to
confirm it.  The Plan provides for the Debtors' continued
operation of their business under the umbrella of Reorganized Leap
as a private company.  The Plan implements a global compromise
among the Debtors, Leap's Noteholders, and Cricket's Vendor Debt
Holders.  Pursuant to the compromise, Leap's general unsecured
creditors' claims will be channeled to a trust which will pay them
approximately 13% to 14% of their claims, including receipt of
3.5% of Reorganized Leap's newly issued common stock.  The
interests of existing Leap shareholders will be cancelled.  The
remaining 96.5% percent of the new common stock is issued to
Cricket's Vendor Debt Holders.  

At issue in confirmation of the Plan is not only the value of the
licenses but also the going concern enterprise value of
Reorganized Leap.   MCG PCS objected to confirmation, claiming the
license value and the going concern value of the company of the
company is far greater than the Debtors claim.  Since the Plan is
predicated on the assumption that shareholders are "out of the
money" and therefore they should have their shares cancelled, the
value of the licenses, says Judge Adler, is an important issue in
this case.

                   The Flawed Valuation Process

Bruce Falkenberg is president of Falkenberg Capital Corp., an NASD
registered broker/dealer specializing in telecommunications
investment banking services.   In that capacity, the company
generally and Mr. Falkenberg personally have represented sellers
of wireless spectrum.  It is this representation of prior sellers
which gives rise to the problem presented in the evidentiary
objection put forth by the shareholder in its motion, according to
Judge Adler's Memorandum Opinion addressing the issue.

In arriving at his determination that the Debtors' licenses should
be discounted an average of 70% from the price paid at the FCC
Auction in January 2003, Mr. Falkenberg relies on comparable sales
information and "term sheets" subject to confidentiality
agreements with respect to 18 of those licenses.   This
confidential sales information was derived, apparently, Judge
Adler's told, from license transactions in which Falkenberg
Capital represented one of the parties.   Questioned about "other
markets where [Falkenberg Capital] used information that was
subject to a confidentiality agreement," the answer came back that
"every one where we did not disclose a price, we had information
that was subject to a confidentiality agreement.  That information
informed our opinion."

Judge Adler observes, from evidence set forth in the trial record,
that Mr. Falkenberg's expert witness report has virtually no
information concerning the methodology he used to arrive at the
license values.  At trial, Mr. Falkenberg described his
methodology:

     (A) First, a senior analyst went to the FCC website to
         accumulate data concerning the licenses and to
         compile a complete list of the Debtors' licenses.

     (B) Second, the analyst compared the independently prepared
         list with the Debtors' data to create an accurate
         list of the Debtors' licenses.  

     (C) Third, the analyst priced the licenses under the
         assumption they were in Auction 35, as a bench mark
         to measure against, and forwarded the analysis to
         the managing director.

     (D) Thereafter, the managing director evaluated each of
         the licenses on a market-by-market basis using the
         four criteria that Mr. Falkenberg believes impact value:

            (1) the overall market conditions in a particular
                market;

            (2) the strategic plans of potential buyers to
                purchase spectrum in a particular market;

            (3) the population size of the market; and

            (4) the amount of other spectrum for sale in
                a particular market.

Based on these criteria, the marketing director made initial
judgments as to the appropriate discount FCC Auction prices for
each license, and wrote a narrative for each market.

This package was forwarded to Mr. Falkenberg, who reviewed each
individual market, and, for some of the market, adjusted the
discounts based upon his personal knowledge of actual price
information of which he was aware.  Mr. Falkenberg was unable to
disclose some of this actual price information due to
confidentiality agreements.

The end result, writes Judge Adler, is that each of the licenses
was discounted by a different percentage to FCC Auction prices,
based upon the managing director's initial judgments applying the
four criteria that impact value, as well as Mr. Falkenberg's
additional adjustments based upon his personal knowledge of actual
price information.  The combined analysis yields an average
discount of approximately 70% from their FCC Auction prices.  Mr.
Falkenberg guesses that he modified the majority of the managing
director's initial discounts to some extent.

                   The Expert Testimony is Junk

MCG PCS asked Judge Adler to strike Leap's expert testimony based
on a rule requiring that the disclosure of expert testimony shall
be accompanied by a written report prepared and signed by the
witness.  Federal Rule of Civil Procedure 26(a)(2)(B).  Further,
the rule requires, among other things, that the report shall
contain a complete statement of all opinions and the bases upon
which those opinions rest, as well as the data or other
information considered by the witness in forming those opinions.  
The rule also requires, says Judge Adler, that any exhibits to be
used as a summary of or support for those opinions shall be
presented.  

Judge Adler says that MCG PCS correctly points out that Mr.
Falkenberg's report contained none of these features.  The Debtors
counter, however, that the objection to the report is untimely,
because it was first made during the trial.  The Court agreed in
part with the Debtors' position, but did overrule some of the
objections to the report; for example, Mr. Falkenberg's failure to
sign the report.

Judge Adler points out the scant case law concerning Rule 26
objections, generally.  But he adds that the remedy for a
deficient expert report is a motion to compel in advance of trial.  
Intercargo Insurance Co. v. Burlington Northern Santa Fe Railroad,
185 F. Supp. 2d 1103, 1107 (C.D. Cal. 2001) ("Defendants did not
seek to compel a more adequate disclosure within a reasonable time
of service of the expert reports.  Accordingly, defendants may not
now seek to exclude plaintiff's experts.").

Judge Adler writes that while, in the instant case, the time to
make such motions for an adequate disclosure was extremely
limited, a motion to compel could have been presented to the Court
on an emergency basis.  Therefore, says the judge, since MCG PCS
made no effort to bring such a motion, nor did it present any
evidence that it made any informal requests for more adequate
disclosures, accordingly, the motion to strike for failure to
fully comply with Rule 26(a)(2)(B) has been waived.  

In contrast, writes Judge Adler, MCG PCS's objection to Mr.
Falkenberg's use of confidential information to determine the
appropriate discount to FCC Auction prices is not a mere Rule 26
objection.  Rather, the shareholder's objection to Mr.
Falkenberg's use of confidential information invokes the Court's  
"gatekeeping" functions assigned to trial courts in Daubert v.
Merrell Dow Pharmaceuticals Inc., 509 U.S. 579 (1993), and
extended to all non-scientific experts by Kumho Tire Co. Ltd. v.
Carmichael, 526 U.S. 137, 141 (1999).

In Daubert, says Judge Adler, the Supreme Court identified four
factors for determining whether the expert's opinion is
sufficiently reliable:

     (a) whether the theory has been or can be tested;

     (b) whether the theory has been subjected to peer
         review and publication;

     (c) when a particular technique is used, whether there
         is a known or potential rate of error; and

     (d) the extent of acceptance of the theory in the
         relevant scientific community.

Further, in Kumho, the Supreme Court instructed that a trial court
is to use its discretion to determine what are the reasonable
criteria of reliability and whether the proposed testimony meets
those criteria based on the circumstances of that case.

And, finally, the Supreme Court has said that in assessing
reliability, the court must determine whether the expert testimony
has "a traceable, analytical basis in objective fact."  Bragdon v.
Abbott, 524 U.S. 624, 653 (1998).  

                Confidential Data Isn't Acceptable

The Court finds that it is left with a report which inextricably
relies on confidential information for the conclusions reached by
the expert witness, says Judge Adler.  Mr. Falkenberg excluded
this information entirely in reaching his analysis of value.  
Alternatively, Mr. Falkenberg could have valued the confidential
transactions at full Auction 35 prices to remove the
confidentiality infirmity.  Instead, Mr. Falkenberg's testimony
and its underlying assumptions were never able to be tested by
cross-examination because Mr. Falkenberg declined on grounds of
confidentiality agreements to disclose underlying facts or data
when cross examined.  The Court and the movant to strike, MCG PCS,
are left with the bare option to trust but not to verify.

Although this evidence may be probative, Judge Adler writes, its
probative value is substantially outweighed by the danger of
unfair prejudice.  As stated in Kumho Tire, opinion evidence that
is connected to existing data only by the words of the expert
should not be admitted.   Mr. Falkenberg denied MCG PCS the right
to cross-examine the expert witness (himself) concerning his
entire methodology.  Further, the Court was prevented by the
claims of confidentiality from performing the "gatekeeping"
functions it must perform in order to admit Mr. Falkenberg's
testimony.  The Court is prevented by Mr. Falkenberg's reliance on
confidentiality from placing the grounds for the expert's opinions
side by side with the criteria for reliability of expert
testimony, as defined by the Supreme Court cases cited above.

Therefore, MCG PCS's motion to strike expert witness Bruce
Falkenberg's report and testimony is granted.   


MAGELLAN HEALTH: Unit Wins Contract to Serve TennCare Members
-------------------------------------------------------------
Magellan Health Services, Inc. (OTCBB:MGLHQ) announced that its
wholly owned subsidiary Tennessee Behavioral Health has been
awarded a new contract to provide behavioral health services for
members in the East region of TennCare, the State of Tennessee's
health insurance program for Medicaid recipients and the
uninsured.

The Company estimates that the contract will generate
approximately $150 million in revenue annually.

Magellan also announced that its existing contracts to provide
services for the statewide program would be extended through
March 31, 2004.

Under the new agreement, which is scheduled to be signed on
December 15, 2003, Tennessee Behavioral Health will provide
managed behavioral health services for approximately 500,000
individuals located in the East region of the state. The contract
becomes effective April 1, 2004 for an initial term that runs
through December 31, 2005, and includes a provision for extensions
at the State's option through December 31, 2008.

Steven J. Shulman, chief executive officer of Magellan Health
Services, said, "We are very pleased to have the opportunity to
continue our long and successful track record of serving
participants in Tennessee's landmark public sector mental health
program. We are proud of the collaborative relationships we have
developed over the years with both the State and TennCare's
stakeholders and we are committed to supporting the State now and
in the future in its efforts to provide high quality behavioral
health care."

Magellan and its predecessor organizations have been serving
TennCare members since 1995. Earlier this year, the State of
Tennessee issued a request for proposals for TennCare under which
the behavioral health portion of the program would be divided into
three regions of the State. Magellan submitted a proposal for the
East region only.

Headquartered in Columbia, Md., Magellan Health Services
(OTCBB:MGLHQ), is the country's leading behavioral managed care
organization. Its customers include health plans, corporations and
government agencies.


MAGNETITE ASSET: Fitch Upgrades Two Low-B Note Classes Ratings
--------------------------------------------------------------
Fitch Ratings upgrades six classes of Magnetite Asset Investors
L.L.C.

These rating actions are effective immediately.

     --$480,000,000 Senior Secured Revolving Credit Facility
       upgraded to 'AA+' from 'AA';

     --$120,000,000 Class A First Priority Senior Secured Notes
       upgraded to 'AA+' from 'AA';

     --$50,000,000 Class B Second Priority Senior Secured Notes
       upgraded to 'A+' from 'A';

     --$75,000,000 Class C Senior Subordinated Secured Notes
       upgraded to 'BBB+' from 'BBB';

     --$30,000,000 Class D Subordinated Secured Notes upgraded to
       'BB+' from 'BB';

     --$25,000,000 Class E Junior Subordinated Secured Notes
       upgraded to 'B+' from 'B'.

Magnetite Asset Investors L.L.C. is a market value collateral debt
obligation that closed in December 1998. The fund is managed by
BlackRock Financial Management, Inc., a New York based investment
manager with $294 billion in assets under management with a focus
on fixed-income investing. At inception, the investment manager
targeted a portfolio of 25% high yield loans, 50% high yield
bonds, and 25% mezzanine investments, private equity and
distressed debt, collectively referred to as 'mezzanine and
special situation assets'. At the October 16, 2003 valuation date,
the fund's portfolio was comprised of approximately 41% high yield
loans, 43% high yield bonds, and 15% mezzanine and special
situation assets. The issuer has retained Kelso & Company, a
private equity firm as the mezzanine and special situation
advisor. As of the October 16, 2003 valuation date, the portfolio
contained approximately 15% of mezzanine and special situation
assets. The manager does not foresee additional investments in
this asset category and is opportunistically working to reduce its
current positions.

Magnetite I is performing well, as illustrated by the fund's
growing over-collateralization cushion. At the October 24, 2002
valuation date, the discounted collateral covered the revolving
facility and class A first priority notes at 107.9% which
increased to 135.9% at the October 16, 2003 valuation date. The
growth in the cushion extends to the subordinate over-
collateralization tests over the same time period. At the
October 24, 2002 valuation date the discounted collateral covered
the class B, C, D and E notes at 106.2%, 104.4%, 103.7% and 102.4,
which increased to 128.1%, 118.1%, 114.8% and 112.8%,
respectively, at the October 16, 2003 valuation date. The
improvement in over-collateralization can be attributed to
improved credit markets, as well as sound investment decisions and
continued risk analysis by the portfolio manager.

Based on the strong performance of the portfolio and the growth in
the over-collateralization cushion, as well as the experience and
consistent management style of the asset manager, Fitch has
upgraded the rated liabilities of Magnetite Asset Investors L.L.C.


MAJESTIC STAR CASINO: Sept. 30 Balance Sheet Upside-Down by $29M
----------------------------------------------------------------
The Majestic Star Casino, LLC provided consolidating financial
results for its parent, guarantor subsidiaries and its non-
guarantor subsidiary as they relate to the $260.0 million of
9-1/2% Senior Secured Notes issued on October 7, 2003.  

The financial results are presented as of September 30, 2003 and
December 31, 2002, and for the three- and nine-month periods ended
September 30, 2003 and 2002.

At September 30, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $29 million.

MSC is a multi-jurisdictional gaming company that directly owns
and operates one dockside gaming facility located in Gary,
Indiana, and indirectly owns and operates three Fitzgeralds brand
casinos located in Tunica, Mississippi, Black Hawk, Colorado and
downtown Las Vegas, Nevada.

The proceeds of the 9-1/2% Notes, along with $28.0 million drawn
on a new $80 million credit facility, were used by MSC to redeem $
74.6 million of its 10-7/8% Senior Secured Notes on October 7,
2003 and the remaining $55.4 million of its 10-7/8% Senior Secured
Notes on November 6, 2003. In addition, on October 7, 2003,
proceeds from the 9-1/2% Notes were used to retire $135.5 million
of Majestic Investor Holdings, LLC 11.653% Senior Secured Notes.  
Holdings currently has $16.3 million of its 11.653% notes
outstanding. As part of the issuance of the 9-1/2% Notes by MSC
and The Majestic Star Casino Capital Corp., a wholly owned
subsidiary of MSC, the operating subsidiaries for Fitzgeralds
Tunica and Fitzgeralds Black Hawk are guarantors under both the
9-1/2% Notes and the new $80 million credit facility.  The
operating subsidiary for Fitzgeralds Las Vegas is a non-guarantor
subsidiary of the 9-1/2% Notes and the new $80.0 million credit
facility.  It is anticipated that Fitzgeralds Las Vegas will be
spun out to Barden Development, Inc., promptly after Holdings, a
subsidiary of MSC, and direct owner of Fitzgeralds Las Vegas, and
BDI receive approval from the Nevada Gaming Control Board and the
Nevada Gaming Commission.  Approval is anticipated to occur in
December 2003.  The Majestic Star Casino Capital Corp. has no
assets, liabilities and operating activities.

For more information on these and other factors, see The Majestic
Star Casino, LLC's and Majestic Investor Holdings, LLC's most
recently filed Form 10-Ks.  

The Majestic Star Casino, LLC and Majestic Investor Holdings, LLC
make available free of charge their annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and
all amendments to those reports as soon as reasonably practicable
after such material is electronically filed with or furnished to
the Securities and Exchange Commission.  In addition, you may
obtain a copy of such filings at http://www.sec.govor from the  
applicable web site, http://www.majesticstar.comor  
http://www.fitzgeralds.com


METROCALL INC: Toronto Dominion Discloses 6.8% Equity Stake
-----------------------------------------------------------
Toronto Dominion (Texas), Inc., of Houston, beneficially owns
341,055 share of the common stock of Metrocall, Inc., representing
6.8% of the outstanding common stock of the Company.  Toronto
Dominion, Inc. holds sole voting and dispositive powers over the
entire 6.8% common stock held.

Metrocall, Inc. is a nationwide provider of one-way and two-way
paging and advanced wireless data and messaging services. The
Company filed for chapter 11 protection on June 3, 2002 (Bankr.
DE. Case No. 02-11579). Laura Davis Jones, Esq. at Pachulski Stang
Ziehl Young Jones & Weintraub, PC represents the Debtors in their
restructuring efforts. When the Company filed for protection from
its creditors, it listed $189,297,000 in total assets and
$936,980,000 in total debts.

As previously reported, Metrocall, Inc., and its debtor-affiliates
sought and obtained an extension from the U.S. Bankruptcy Court
for the District of Delaware of their time to file final reports
and to delay automatic entry of a final decree.

This was the Debtors' second request to delay entry of a final
decree.  As reported in the Troubled Company Reporter on September
27, 2002, the Court confirmed the Company's Chapter 11 Plan.  
Since then, the Debtors have devoted their time to reviewing and
reconciling approximately 4,300 claims.  The Debtors told the
Court that process is taking longer than expected.  

Consequently, the Court extended the deadline for entry of the
final decree in these Chapter 11 Cases, to December 31, 2003.


MIRANT: El Paso Seeks Final Settlement Amount Dispute Resolution
----------------------------------------------------------------
El Paso Merchant Energy, LP and Mirant Americas Energy Marketing,
LP engaged in a variety of wholesale energy trading activities
for several years pursuant to several contracts and Underlying
Master Agreements, each of which is a forward contract,
commodities contract or swap agreement subject to Section 556 or
Section 560 of the Bankruptcy Code.  In the wake of the Enron
bankruptcy, the parties entered into a Master Netting, Setoff and
Security Agreement on February 25, 2003.

Evelyn H. Biery, Esq., at Fulbright & Jaworski LLP, in Houston,
Texas, relates that the Agreement covers a variety of subjects,
including:

   (a) the parties' rights to accelerate, liquidate, terminate,
       net, setoff, recover against, and apply collateral;

   (b) the parties' obligations to post collateral to secure
       their payment obligations under the Agreement; and

   (c) the parties' agreement to treat the Agreement, the
       Underlying Master Agreement or otherwise -- the
       Transactions -- as a single agreement for certain
       purposes set forth in the Agreement.

Either party's bankruptcy filing constitutes a default under the
Agreement, which allows the non-defaulting party to designate an
Early Termination Date, to terminate all outstanding transactions
between them as of the Early Termination Date, and to calculate a
settlement amount for each terminated transaction as of the Early
Termination Date.  The non-defaulting party then aggregates the
settlement amount and nets them with all other sums due and owing
between the parties to arrive at a single Final Settlement
Amount.  The non-defaulting party will provide its calculation of
the Final Settlement Amount to the defaulting party.  

If the defaulting party disputes the calculation of the Final
Settlement Amount, the parties will attempt to resolve the
dispute within five days.  Otherwise, the disputes will be
resolved by binding arbitration.

Ms. Biery reports that pursuant to the Agreement, El Paso posted
a Letter of Credit issued by JP Morgan Chase Bank, with Mirant as
the beneficiary.  The Letter of Credit expires on February 3,
2004, which currently amounts to $109,750,000.

In the even of a dispute over the Final Settlement Amount, the
Agreement permits the defaulting party to draw on the Letter of
Credit under only two circumstances:

   (1) at the election of the non-defaulting party after the
       final determination of the Final Settlement Amount in
       accordance with the Agreement; and

   (2) when the non-defaulting party fails to cause the Letter
       of Credit to be maintained, renewed or replaced for 10
       business days until after the Final Settlement Amount is
       finally determined in accordance with the Agreement.

When Mirant filed for Chapter 11 protection, El Paso declared
Mirant to be in default under the Agreement.  El Paso declared
July 15, 2003 as the Early Termination Date and proceeded to
calculate the Final Settlement Amount.  On August 21, 2003, El
Paso advised Mirant that:

   -- it owed Mirant $36,927,405, exclusive of interest;

   -- no payment was due until, inter alia, Mirant execute a
      release a Bankruptcy Court approval; and

   -- it would exercise its contractual right to substitute cash
      for the Letter of Credit to pay the Final Settlement
      Amount after proper execution of the release.

Mirant disagreed with El Paso's calculation of the Final
Settlement Amount.  Mirant claimed that El Paso's calculation
methodology constituted a breach of the Agreement.  Mirant then
demanded that El Paso recalculate the Final Settlement Amount
utilizing an unspecified methodology by August 28, 2003.  Also,
Ms. Biery reports, Mirant threatened that it would declare El Pas
to be in default under the Agreement if it failed to do the
recalculation.

In response, on August 28, 2003, El Paso advised Mirant that its
assertions were unfounded and contravened its obligations under
the Agreement.  El Paso further reminded Mirant of the parties'
obligations in the event of a dispute over the Final Settlement
Amount.  El Paso was prepared to abide by the terms of the
Agreement to resolve the dispute.  In addition, El Paso advised
that:

   -- it has no obligation to tender payment until the Court
      approves the release;

   -- Mirant had no right to draw on the Letter of Credit; and

   -- it should comply with the dispute resolution provision of
      the Agreement.

Instead of responding to El Paso's August 28 letter, Ms. Biery
informs Judge Lynn that Mirant unilaterally declared El Paso to
be in default, purportedly for failing "to comply with the
contractual obligation to calculate the Final Settlement Amount
in a commercially reasonable manner.  Mirant advised El Paso that
it had calculated the Final Settlement Amount to be $106,623,942.  
In flagrant disregard of the express terms of the Agreement,
Mirant then demanded that El Paso wire transfer the sum by the
close of business on September 3, 2003.  Immediately, El Paso
advised JP Morgan that Mirant would attempt to fraudulently draw
on the Letter of Credit within the next few days.

By this complaint, El Paso asks the Court to:

   (a) compel Mirant to subject itself to arbitration for the
       resolution of the Final Settlement Amount dispute;

   (b) declare that no payment is due from it until the Final
       Settlement Amount is finally determined through
       arbitration or by settlement with final and
       non-appealable Bankruptcy Court approval;

   (c) declare that Mirant has no legal right to draw on the
       Letter of Credit pending final determination of the
       parties' dispute over the calculation of the Final
       Settlement Amount; and

   (d) issue a temporary restraining order or injunction under
       Rule 7065 of the Federal Rules of Bankruptcy Procedure
       and Section 105(a) of the Bankruptcy Code that will
       maintain the status quo pending final determination of
       the parties' dispute over the Final Settlement Amount.
       (Mirant Bankruptcy News, Issue No. 12; Bankruptcy
       Creditors' Service, Inc., 215/945-7000)


MIRANT CORP: Plan Filing Exclusivity Intact Until April 30, 2004
----------------------------------------------------------------
The Mirant Debtors request for a 280-day extension of their
exclusive period for filing Chapter 11 Plans and soliciting
acceptances thereof.  However, Jeffrey W. Hurt, Esq., at Hurt &
Lilly LLP, in Dallas, Texas, representing M.H. Davidson & Co.,
LLC, contends that the Debtors:

   (a) failed to comply with Rule 3016.1 of the Northern
       District of Texas Bankruptcy Rules, which states that
       "the debtor shall file a report stating the reasons why a
       plan has not been filed and a detailed timetable of the
       steps to be taken in order to file a plan;"

   (b) failed to meet their burden of proof related to the
       requested extensions and show that they are developing a
       viable business plan and confirmable plan of
       reorganization within a reasonable time period; and

   (c) have not performed their fiduciary duty to Debtor Mirant
       Americas Energy Generation LLC by working on a potential
       separate plan of reorganization for MAG.

Mr. Hurt notes that two business plans are referenced in the
Debtors' extension request.  The first business plan is the five-
year business plan containing unrealistic and unachievable
increases in revenues and profits that "propelled the Debtors to
embark on their massive construction program."  The other
"business plan" was created by the Debtors several months prior
to the Chapter 11 filing, but was not acceptable to the various
constituencies, has been abandoned by the Debtors as unrealistic
and is admittedly now dead in the water.

Also, the Debtors revealed that they are having a difficult time
developing either a business plan or reorganization plan.  In
fact, at the Section 341 meeting of the creditors, the Debtors
described their efforts as doing a "bottom up" review to try to
create a business plan that they could attempt to validate.  "The
Debtors have not spent their statutory period of exclusivity
trying to create a new viable business plan, and all they have to
show for their efforts is the fact that they are starting from
scratch and are presenting a request for over nine months longer
in which to have the exclusive right to make the Debtors'
businesses and this bankruptcy succeed," Mr. Hurt remarks.

The Debtors further state in their request that they have no
intention of presenting a business plan until "at least one year
from now."  Thus, Mr. Hurt concludes that since the Debtors are
now requesting for 280 days extension, they will be back to yet
again request for another extension in the future.  M.H. Davidson
believes that it is the very nature of the rapidly changing
business environment that makes it imperative that a business
plan be developed and implemented immediately, not later.  Hence,
one year is an unacceptable time period and will adversely affect
the return to the creditors.

Mr. Hurt is concerned that the Debtors' request is devoted to the
formulation of an integrated business plan, with no indication
that they are considering a separate MAG Plan.  It is undisputed
that MAG is a separate Debtor with separate assets and
liabilities, despite the fact that the Debtors operate as an
integrated business.  In fact, the Debtors admit that MAG was
created as a separate entity to make investment to bondholders
more attractive.  It is this very promise of additional
attractiveness that makes the exploration of a separate plan of
reorganization for MAG necessary.  "Mirant took advantage of the
separateness of MAG to obtain attractive financing and now Debtor
Mirant must bear the burden of having received the benefits of
this attractive financing," Mr. Hurt states.

Nevertheless, the request does not discuss or plead any reason
for the Debtors' failure to analyze and consider a MAG only plan
of reorganization.  This failure is contrary to the duty owed by
the Debtors to MAG.

The Debtors have no obvious desire or interest in preparing a
separate MAG plan of reorganization.  They either are failing to
meet their fiduciary duty to MAG or they think that it is not
feasible.  If so, Mr. Hurt contends that there is no harm in
ending the exclusive periods and allowing other interested
parties the opportunity to propose a plan and solicit for its
approval.  If a separate plan is not feasible, then the other
interested parties will fail to get a plan confirmed, but in the
meantime, fresh ideas will be presented to this Court and to the
creditor body and the likelihood of finding a confirmable plan
embodying a successful business plan will be enhanced.  Delaying
the end of the exclusive periods will cause a deterioration in
the assets of all the Debtors, and in particular of MAG, thereby
exacerbating the problem of finding a viable business plan.

Accordingly, M.H. Davidson, as one of the bondholder of MAG, asks
the Court to deny the Debtors' extension request.

          Citibank, N.A. and Credit Suisse First Boston

Citibank and Credit Suisse, as agents for the prepetition bank
lenders under Mirant Corporation's prepetition credit agreements,
object to the Debtors' request for extension of exclusive periods
on these grounds:

   (a) The Debtors failed to demonstrate "cause" for the
       requested extension;

   (b) Granting the extension will hinder and delay, rather than
       promote, negotiations amongst the various constituencies
       toward formulation of a plan;

   (c) The Debtors failed to comply with Rule 3016.1 of the
       Northern District of Texas Local Bankruptcy Rules by
       failing to provide a detailed timeline of the steps to
       be taken to file a plan; and

   (d) The requested extension is contrary to the best interests
       of the Debtors' creditors and their estates.

Judith Ross, Esq., at Thompson & Knight LLP, in Dallas, Texas,
relates that despite the Debtors "laundry list" of
accomplishments so far, they failed to demonstrate why a 280-day
extension is necessary and why the extension will not be
prejudicial to the interests of creditors.  The request is so
unusual that one can only conclude that the Debtors elected to
seek this extension with the intention of negotiating back to a
reduced, but still unduly long, extension of 120 or 150 days.

In contrast to the customary practice, the Debtors are seeking an
extension that is more than twice as long as the initial
exclusive period set forth in the Bankruptcy Code.  With this,
the Debtors must be held to a higher standard of proof.  However,
regardless of how complicated and large their cases are, the
Debtors are unable to justify a 280-day extension.

To date, the Debtors have not demonstrated their professed
willingness to build consensus among the various creditor group.  
Thus, the Agents have no reason to believe that the Debtors will
become more cooperative if granted a 280-day period in which no
other creditor can file a plan.  "Granting the Debtors a 280-day
hiatus will provide the Debtors with improper incentives and will
show the Debtors' emergence from Chapter 11," Ms. Ross contends.

Despite the Debtors' self-serving statement that the extension of
exclusive periods "will not harm the parties-in-interest," Ms.
Ross asserts that it is undeniable that delay in these cases is
prejudicial to creditors.  Based on their recently announced
quarterly results, the Debtors appear to be losing money at an
outstanding rate.  Under these facts, preventing creditors from
filing a plan for 280 days is clearly not in their best
interests.

Accordingly, the Agents ask the Court to deny the Debtors'
request for extension.

                      MAGI Creditors Committee

Deborah D. Williamson, Esq., at Cox & Smith, Inc., in San
Antonio, Texas, relates that the extension request fails to set
forth any facts that would meet the statutory requirement for
"cause" for any extension of exclusivity for MAGI and its
subsidiaries, let alone an extension of 280 days.  Mirant has
been engaged in a restructuring effort since at least
late 2002, when, at a cost of tens of millions of dollars, Mirant
embarked upon an ill-fated effort to restructure its own
indebtedness by utilizing MAGI's assets to secure the claims of
Mirant's creditors.  Mirant also stated on numerous occasions
that there was no need to restructure MAGI's indebtedness, and
indeed its filing may have been authorized purely to meet the
needs of its parent.  Now, the same management team and
substantially the same team of professionals, with several new
professionals piled on to add even greater expense, would have
the Court believe that it will take Mirant almost an additional
year from today to develop and "test" a new business plan.  This
assertion is incredible and assuredly is intended by Mirant to
lay the basis for further requests to extend exclusivity.

Furthermore, whatever the needs of Mirant for time to propose a
Chapter 11 plan, MAGI and its creditors should not be held
hostage to MAGI's shareholders, who have demonstrated a
tremendous proclivity to put MAGI's interests second to the
parent's "global interests."  There have been no material changes
in MAGI's business since the beginning of the year, and indeed
its business is quite simple -- it buys fuel and generates and
sells power.  Its assets have a fixed generation capacity.  The
market will dictate how much of that capacity can be utilized,
and at what cost fuel may be procured.  The most important
variables in its business, fuel cost and power prices, are always
variable, and can not be completely controlled or predicted, no
matter how long MAGI remains in Chapter 11.

The Debtors' contentions regarding the alleged need to
restructure MAGI's business ring hollow, as the Debtors have only
very recently indicated to the MAGI Committee any need to engage
in any operational restructuring of the MAGI assets.  The
Debtors' newly announced intention to have outside consultants
examine each of their generating facilities from the bottom up,
starting with certain of the MAGI facilities, is not a basis to
extend exclusivity.  Ms. Williamson explains that the Debtors'
plant analysis does not need to be completed or tested to start
negotiations on MAGI's plan of reorganization.  Cash flows and
EBITDA assumptions for MAGI can be modeled on a range of
sensitivities to account for possible cost savings, and to
develop a base case, which can be continually refined as more
perfect information becomes available.  "That is done in every
Chapter 11 case, and MAGI's Chapter 11 case is no different," Ms.
Williamson asserts.

Similarly, the Debtors' assertion that they are a single
integrated enterprise that includes MAGI and its subsidiaries is
a gross overstatement and is not a legitimate basis for delaying
MAGI's reorganization or imposing on MAGI's creditors the
tremendous administrative costs and risks of Mirant's bankruptcy.
While it is true that Mirant and certain of its subsidiaries do
provide certain management and other services to MAGI, these
services could be replaced either through MAGI's employment of
its own management and employees, or by contracting for services
with third parties.  Mirant provides no services to MAGI that are
irreplaceable.  Nor do the services provided by Mirant offer any
unique value to MAGI.  Viewed from the best interests of the MAGI
estate, Mirant is entirely expendable.  Therefore, MAGI should
have the ability to elect the option to separate from Mirant if
the only other choice is to incur millions of dollars in
administrative expenses and additional delay.

Mirant recently informed the MAGI Committee that it has budgeted
$10,000,000 per month for professional fees in these cases.  Upon
information and belief, in excess of 80% of these fees are
attributable to the Debtors' professionals.  These staggering
costs cannot be justified by any potential benefit to the
Debtors' creditors.  It is astonishing that the Debtors would
propose a 280-day extension of exclusivity, surely to be followed
by requests for future extensions, while at the same time
diminishing the Debtors' assets with fees and expenses
for the Debtors' professionals.  If the Debtors' present
extension were to be granted, that would mean that, at the
current rate, approximately $90,000,000 in professional fees
would be expended during that extended exclusivity period.  To
make matters even worse, the Debtors are either unwilling or
unable to disclose to the MAGI Committee how they propose to
allocate those fees and expenses to MAGI and its subsidiaries.

As the professional fees mount, the Debtors are reducing the
financial transparency of MAGI.  The Debtors had informed the
MAGI Committee that they intend to discontinue filing required
reports with the Securities and Exchange Commission,
in direct contravention of their prepetition practice.
Remarkably, when asked for the reason for this discontinuance,
the Debtors informed the MAGI Committee they had made that
decision to reduce costs, although the Debtors were not able to
state what those purported cost savings actually were.  Most
recently, an additional reason proffered by Mirant was that
Mirant did not want to expose its directors and officers to
liability under the federal securities laws by continuing to file
reports with the SEC.  The Debtors also failed to provide the
MAGI Committee with current, separate financial statements for
MAGI, as substantially all information provided by the Debtors to
date has been consolidated information for Mirant and its
subsidiaries.  In contrast, Ms. Williamson tells the Court that
prior to the Chapter 11 filings, the Debtors capitalized on
MAGI's status as an entity separate from Mirant in order to raise
$2,800,000,000 in public debt by encouraging creditors' reliance
on the separateness of MAGI assets and the availability of
separate, publicly-filed financial information for MAGI.  
However, now that the Debtors are in Chapter 11, these same
creditors will not receive the disclosure, in direct
contravention of the Debtors' prepetition practices.

Further troubling to MAGI creditors is the fact that Mirant has
announced recently that its Chief Financial Officer has resigned.
In addition, the SEC already is conducting an investigation into
the Debtors' accounting practices.  Given these events, one would
think that the Debtors' management would act to increase public
disclosure regarding the affairs of MAGI.  Instead, they are
acting to reduce disclosure and are expending substantial estate
resources to prevent the MAGI Committee from gaining access to
information.  One can only speculate as to Mirant's motives.  
Given these facts, the Court should not extend exclusivity for
MAGI so that the Debtors' management can continue to change the
status quo by treating MAGI as an entity consolidated with
Mirant, when prior to bankruptcy, MAG was separate and distinct.

"The Debtors' request for an extension of exclusivity needs to be
weighed against the consequential prejudice to MAGI's estate and
creditors, including the administrative costs and expenses of
these cases, which are enormous; the Debtors' failure to
demonstrate any meaningful effort in the formulation and
negotiation of a plan with the MAGI Committee; continuing
exclusive control of MAGI's estate by conflicted directors,
officers and professionals serving multiple entities with
competing interests; and a controlling shareholder that appears
to be motivated by an intention to reduce public disclosure of
material information," Ms. Williamson says.  

These facts are of increasing concern to the MAGI Committee.  
Mirant, the controlling shareholder of MAGI and MAGI's
subsidiaries, has demonstrated in its past restructuring proposal
a total lack of concern for its fiduciary duties to preserve and
protect the assets of MAGI for the benefit of MAGI's creditors,
who have a first claim to those assets.  While paying lip service
to full disclosure, since the commencement of these Chapter 11
cases, Mirant failed to provide the MAGI Committee with any
meaningful information to understand how MAGI benefits, if at
all, from its current relationships with Mirant and its other
affiliates, and how Mirant accounts for intercompany allocations
and transactions.  The affirmative decision by Mirant to cause
MAGI to cease filing reports with the SEC draws a curtain down on
the only reliable source for information on these and other
critical issues.  The conclusion is inescapable that Mirant has
no serious intention of providing more disclosure, despite this
Court's previous directions.

These actions, combined with the Motion's complete failure to
contemplate or address the justification for developing a totally
new MAGI business plan, and purportedly needing 280 additional
days to do so, illustrate the Debtors' attitude towards the
interests of the MAGI estate.  In these circumstances, the MAGI
Committee, cannot, consistent with its fiduciary duties, consent
to leave the Debtors with exclusive control over MAGI's Chapter
11 case any longer than is absolutely necessary.

Thus, the MAGI Committee asks the Court to deny the Debtors'
request for an extension of the exclusive periods and require the
Debtors that any extension of exclusivity provide benchmarks
ensuring that MAGI will be progressing towards the development of
a business plan and related plan of reorganization within a
reasonable time period.

                        Debtors Respond

Michelle C. Campbell, Esq., at Haynes and Boone LLP, in Dallas,
Texas, states that the Mirant bankruptcy case is among the
largest and most complex Chapter 11 cases ever filed.  This is
not disputed.  Other undisputed facts are:

   (1) There are three statutory committees appointed and at
       least two other informal, or ad hoc, committees actively
       participating in the Debtors' Chapter 11 cases;

   (2) The energy industry in general, and energy companies
       specifically, are undergoing radical and significant
       financial changes; and

   (3) there are over 1,600 pleadings docketed in this case,
       creating over 200 contested matters raised and resolved
       before this Court over the last four months.

Thus, the Debtors have made tremendous strides to date in
fostering an environment for one or more successful Chapter 11
plans.

Nonetheless, Davidson, the MAGI Committee and the Agents objects
to the extension of the exclusive periods.  Ms. Campbell contends
that the objection should be overruled because the Debtors
require meaningful time to accomplish the task of fundamentally
reorganizing their business while, at the same time, managing
competing creditor and equity concerns.  

According to Ms. Campbell, Davidson and the MAGI Committee
erroneously conclude that a business plan for the Debtors should
be a far more expeditious process.  "Formulation of a brand new,
bottom-up business plan would be difficult in any environment,"
Ms. Campbell defends.  

It would be foolhardy for the Debtors to rush into a business
plan and accelerate the plan confirmation process now that they
are under the protection of the Bankruptcy Code and have the
right to a breathing spell to carefully and deliberately
reformulate and reorganize their entire enterprise.  Without
sufficient time, a rushed business plan is doomed to fail.

The objecting parties collectively note that the "initial"
extension of exclusivity exceeds the "initial" extension of
exclusivity in other "mega" cases.  However, Ms. Campbell points
out that the objecting parties conveniently omit that each and
ever case cited ultimately resulted in exclusivity extension far
beyond the initial extension -- usually for more than two years.  
The simple fact is that the Debtors seek to avoid the time and
expense of repeating exclusivity motions when case after case
demonstrates "cause" for extending exclusivity for far longer
periods than the "initial" extension.  Ms. Campbell assures Judge
Lynn that the Debtors have carefully analyzed the amount of time
necessary to formulate a "bottom-up" business plan and test that
plan in the market place and under the circumstances, the request
is realistic and appropriate.

Davidson and the MAGI Committee summarily conclude that the
Debtors are ignoring the interests of the Mirant Americas
Generation LLC estate.  This conclusion is incorrect.  The
extended discussion in the motion of MAG's history and its
utilization in the Debtors' integrated business demonstrates the
difficulties in formulating both a business plan and Chapter 11
plan that will maximize and allocate fairly the value of the
assets of these estates.  No restructuring alternative has been
rejected.  To the contrary, Ms. Campbell relates that the Debtors
are examining every alternative in proposing a plan that
maximizes value an fairly allocates value.  A shortened
exclusivity period would only inappropriately favor the MAG
Committee's proposed course of action, which may be found to be
not the most desirable after investigating all alternatives.

Ms. Campbell explains that MAG is extensively intertwined with
the finances and operations of the other Debtors.  If MAG hires
all new employees to duplicate the infrastructure that has
historically served it well may not be the most economical
approach.  Moreover, outsourcing the tasks by "contracting for
services with third-parties" creates additional problems and
potential conflicts, which would harm the MAG estate.

To construct a new business plan for MAG now would be like
designing an airplane that carries no payload, flies only in a
gravity-free environment, and consumes no fuel.  The exercise may
be great fun, but yields little that is useful or maximizes the
value of the assets of both MAG and the Debtors.  But as noted,
every alternative is being explored.

The MAG Committee also goes out of its way to fallaciously cast
aspersions upon the Debtors because of the decision to no longer
file public disclosure documents for MAG with the SEC.  Ms.
Campbell tells the Court that the true facts are that the SEC no
longer requires public disclosures by MAG because of the current
concentration of MAG debt holders.  Moreover, the MAG Committee,
in representing the MAG creditors, has received, and continues
to receive, regular reports and responses to inquiries on the
operations and finances of the Debtors in the type of detail that
would ordinarily only be available to the management of the
Debtors.  The Monthly Operating Reports filed by MAG every month
are available to all creditors.  Indeed, the "fish-bowl"
environment of Chapter 11 allows creditors more, not less,
information, notwithstanding the cessation of filing unnecessary
documents with the SEC filings for MAG.  In sum, the Debtors do
not believe it is prudent to continue filing public records when
it is completely unnecessary to do so.

Davidson and the Agents complain that the Debtors did not
properly comply with Local Bankruptcy Rule 3016.1 in regard to
the Motion.  Ms. Campbell notes the facts the Debtors provided,
in pain-staking detail, list 21 steps necessary for the Debtors
to file a successful plan (or plans) of reorganization.  As
noted, any timetable for these steps would be sheer speculation
and of no practical or pragmatic use to the parties or the Court.
The Local Rule is intended to provide information to parties-in-
interest and the Court, not speculation of dates, which are
currently incalculable.  The Debtors have, to the best of their
ability, complied with Local Rule 3016.  If, however, the Court
believes specific dates at this juncture are required, the
Debtors can supply the information -- regardless of its
usefulness -- at the hearing.

Accordingly, the Debtors ask Judge Lyn to overrule the objections
and grant them the requested extension.

                            *   *   *

U.S. Bankruptcy Court Judge Lynn rules that Mirant is entitled to
an extension of time to propose and file a plan and the Company's
exclusive period will be extended to April 30, 2004.  The 200-day
extension is 80 days shorter than the Company asked for.  The
Debtors' exclusive period to solicit acceptances of a plan is
extended to June 29, 2003. (Mirant Bankruptcy News, Issue No. 14;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


MYCOM GROUP: Losses & Capital Deficit Raise Going Concern Doubt
---------------------------------------------------------------
Mycom Group, Inc., develops software that is to be marketed and
sold to others, and at September 30, 2003, has capitalized
$283,146 of these costs in accordance with Financial Accounting
Standards Board Statements (FASB) 2 and 86. Capitalization of
these costs will cease when the product is available for general
release to customers, and at this time depreciation of the
products will begin.  Management expects that the general release
of software to customers shall occur during the first quarter of
2004.

The Company has sustained losses from operations and has net
capital and working capital deficits that raise substantial doubts
about its ability to continue as a going concern. According to the
Company, a contingency exists with respect to this matter, the
ultimate resolution of which cannot presently be determined.

On January 31, 2003, the Company completed an acquisition of a
managed services company that has improved the Company's working
capital position.  This acquisition was made without any cash
outlay. Management believes that the financial resources
available, debt restructuring and increasing operating revenues
provide an opportunity to continue as a going concern.

On October 22, 2003, a Director of the Company purchased 666,667
preferred shares, series A, from the Company at a price of $.15
per share.  This represented an investment of $100,000.  The terms
of the preferred share purchase agreement include conversion
rights to common stock, on a one-for-one basis at any time within
a five-year term.  The preferred shares pay dividends of 8% per
annum each quarter.  If at the end of the five-year term the
Company's common stock is not trading at a price of $.15 per share
or higher, the Company will issue additional common shares to the
preferred shareholder so that the value of total shares owned by
the investor at the end of the term equals $100,000.  There are
10,000,000 shares of series A preferred stock authorized of which
4,233,333 were issued as of September 30, 2003, and 4,900,000 have
been issued as of October 22, 2003.  


NATIONAL BENEVOLENT: Enters Settlement Pact with Band of America
----------------------------------------------------------------
The National Benevolent Association has settled the breach of
contract lawsuit filed by Bank of America, N.A. against NBA
regarding their interest rate swap agreement.  The terms of the
agreement were not disclosed.

In August of 1999, NBA and Bank of America entered into a
financing agreement known as an interest rate swap in conjunction
with a bond offering that -- as a result of the downturn in the
public markets -- was never issued. In June 2003, Bank of America
terminated the agreement, and the next month filed the breach of
contract suit against NBA demanding a $5.8 million termination
payment.

Headquartered in St. Louis, NBA (Fitch, B- $149-million
Outstanding Fixed-Rate Debt Rating, Negative) operates more than
90 facilities in 20 states and provides healthcare and community
services and/or housing for 22,000 older adults, at-risk children
and families and people with disabilities, the vast majority of
whom are at or below the poverty level. NBA has approximately 3000
employees.


NATIONAL WATERWORKS: S&P Keeps Negative Watch Over BB- Rating
-------------------------------------------------------------
Standard & Poor's said that the ratings on National Waterworks
Inc. (NWI) (BB-/Watch Neg/--) remain on CreditWatch with negative
implications, where they were placed on Oct. 29, 2003. On Nov. 19,
2003, the company withdrew its consent solicitation to amend a
covenant in its subordinated bond indenture to allow for the
payment of a $110 million dividend. Notwithstanding the
termination of the consent solicitation, the company plans to
continue to consider payment of a special dividend to the extent
permitted by the indenture governing the subordinated notes.

The company is a distributor of waterworks products, has a well-
established network of more than 140 branches in 35 states
consisting of a diverse customer base of contractors and
municipalities.
     
"While cash flow generation has remained relatively stable, the
company has not met our expectations for debt reduction," said
Standard & Poor's credit analyst Linli Chee. "We believe the
company may pursue niche acquisitions to broaden its geographic
reach and expand the customer base, which will likely be funded
from a moderate free cash flow base and external financing. We
will reassess the company's revised financial profile and plans
for future dividend payments before resolving the CreditWatch
placement. Accordingly, NWI's corporate credit rating could be cut
to as low as a 'B+' as previously indicated or remain at the
current rating."


NRG ENERGY: Judge Beatty Confirms Ch. 11 Plan of Reorganization
---------------------------------------------------------------
Judge Prudence Carter Beatty of the U.S. Bankruptcy Court in the
Southern District of New York entered an order confirming NRG
Energy, Inc.'s Plan of Reorganization, clearing the way for the
Company to emerge from Chapter 11 by year end.

The Company also announced that its power marketing unit, NRG-
Power Marketing Inc., is expected to emerge from Chapter 11 at the
same time as NRG Energy.

Under the terms of the Plan of Reorganization, Xcel Energy will
make payments up to $752 million to NRG and its creditors during
the first five months of 2004 if the company emerges from Chapter
11 by the end of the year.

Separately, NRG said that the Bankruptcy Court approved the
appointment of David Crane, currently the President and Chief
Executive Officer of London-based International Power, as NRG's
new President and Chief Executive Officer. Crane will join NRG on
December 1.

NRG Energy, Inc. owns and operates a diverse portfolio of power-
generating facilities, primarily in the United States. Its
operations include competitive energy production and cogeneration
facilities, thermal energy production and energy resource recovery
facilities.


NUI UTILITIES: S&P Lowers Corporate Debt Rating to BB From BBB-
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on NUI Utilities Inc. to 'BB' from 'BBB-'.
The rating on NUI Utilities remains on CreditWatch with developing
implications as the parent NUI Corp. is being actively marketed
for sale.
     
NUI Utilities, headquartered in Bedminster, N.J., has $250 million
in debt outstanding.
     
The rating action reflects Standard & Poor's assessment of the
business and financial challenges the firm faces. Notably, an
already weakened financial profile for the consolidated company is
further burdened by an investigation of energy trading
transactions by affiliate NUI Energy Brokers as well the potential
for greater regulatory scrutiny in New Jersey, which could
ultimately impact the sale of parent NUI Corp.
     
"Combined with parent NUI's weakened financial state, the
investigation of energy trading transactions could complicate the
proposed sale of the company," said Standard & Poor's credit
analyst John Kennedy.
     
"The 'BB' rating on NUI Utilities more accurately reflects the
firm's risk exposure to regulatory uncertainty and the parent's
financial weakness," continued Mr. Kennedy.
     
Standard & Poor's also said that, importantly, NUI Corp. has
addressed anticipated liquidity needs in the interim period before
a sale can be consummated with a $405 million 364-day financing
package, which can be extended for another 364 days at the
company's option, expected to be finalized shortly. However,
unexpected delays in the resolution of the sale could impair the
company's liquidity position.
     
Furthermore, any negative outcome from the investigation of the
trading transactions or possible regulatory action in New Jersey
could inhibit NUI's ability to facilitate a successful sale.
     
Measurable progress for the sale is expected within the first
three months of 2004.


OMI CORP: Prices $200 Million Senior Unsecured Debt Offering
------------------------------------------------------------
OMI Corporation (NYSE:OMM) of Stamford, Connecticut has priced a
$200 million senior unsecured notes offering.

The size of the offering was increased to $200 million from the
previously announced $150 million. The Notes will bear interest at
7.625% and will be due in 2013. OMI will have the option to call
the Notes beginning in 2008. Subject to customary closing and
other conditions, the offering is expected to close on
November 26, 2003.

OMI intends to use proceeds from the offering to repay outstanding
balances under the Company's revolving credit facilities and for
general corporate purposes. The Notes were offered in an
unregistered offering pursuant to Rule 144A and Regulation S under
the Securities Act of 1933. OMI will offer to exchange the
unregistered Notes for substantially identical registered senior
unsecured notes following completion of the offering. The Notes
will not be registered under the Securities Act of 1933 or the
securities laws of any state and may not be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements under the Securities Act and any
applicable state securities laws.

Craig H. Stevenson, Jr., Chairman and Chief Executive Officer
commented, "That as a first time issuer of unsecured notes we are
extremely pleased to have concluded this offering and we believe
the price and terms recognize the Company's financial strength as
well as the strong fundamentals of our industry."

OMI (S&P, BB Corporate Credit Rating, Stable) is a major
international owner and operator of crude oil tankers and product
carriers. Its fleet currently comprises 36 vessels, primarily
Suezmaxes and product carriers, aggregating 3.0 million deadweight
tons. The Company currently has 21 of its 36 vessels on time
charter. OMI has on order six 37,000 dwt ice class 1A product
carriers scheduled to be delivered in 2004 and 2005.


ON COMMAND: Inks Distribution Agreement with Best Western Int'l
---------------------------------------------------------------
On Command Corporation (OTC Bulletin Board: ONCO), a leading
provider of in-room interactive entertainment for the hotel
industry and its guests, announced an agreement with Best Western
International, Inc., whereby the hotel chain will market and sell
On Command's video-on-demand, pay-per-view equipment to its 2,200
independently owned and operated properties.

Best Western International is the world's largest hotel company
operating under a single brand name.  The agreement covers more
than 2,200 domestic U.S. hotel properties and encompasses more
than 180,000 rooms.  The parties intend to enter into a second
agreement to cover Best Western hotels in Canada.

Under terms of the deal, Best Western International has a three-
year exclusive right to distribute to U.S. Best Western-branded
hotels On Command's video-on-demand digital in-room entertainment
systems, which include On Command's Roommate(TM) and MiniMate(TM)
platforms and Canvas(TM) software.

"This is an important step for Best Western and On Command," said
Stephen Guillot, vice president of system sales for On Command.  
"The majority of BWI properties do not offer any form of on-demand
in-room entertainment.  With On Command's digital system and
satellite update capability, we bring the full benefits of
increased revenue from hundreds of movies, short form television
shows and music programming to BWI hotel operations."

On Command's proprietary Canvas software and menu system bring a
number of key benefits to the on-demand, pay-per-view system.  
Launched in February of this year, and now operating in nearly
200,000 hotel rooms, Canvas provides a user interface that
improves menu system navigation and speed of presenting content to
the hotel guest.  The system also operates On Command's Motion
Control technology, which enables hotel guests to pause, rewind,
fast forward and save movies, which creates a better environment
for watching movies on-demand.

"We evaluated several options for our hotels," said Rich Bennett,
managing director of Best Western Supply.  "On Command has the
most advanced menu system software in terms of communicating all
on-demand services available to hotel guests.  We are extremely
excited that we have found a video-on-demand technology solution
that meets our brand standards for years to come."

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

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

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

At September 30, 2003, On Command's balance sheet shows a total
shareholders' equity deficit of about $46 million.     


ONEIDA LTD: Lenders Extend Waivers Until December 12, 2003
----------------------------------------------------------
In conjunction with waivers that were announced on November 3,
2003, Oneida Ltd. (NYSE:OCQ) has obtained further waivers through
December 12, 2003 from its lenders in regard to the company's
financial covenants and in respect to certain payments that are
due.

The previously announced waivers were effective through
November 21, 2003.

Oneida's bank lenders have agreed to continue postponement of a $5
million reduction in the company's credit availability until
December 12, 2003. At that time Oneida expects to have provided
lenders with updated financial information regarding the company's
operations and restructuring plans. This reduction originally was
scheduled to take effect on November 3, 2003 under the company's
revolving credit agreement. In addition, Oneida's senior note
holders have agreed to further defer until December 12, 2003 a
$3.9 million payment from the company that was originally due on
October 31, 2003.

As was indicated when the previous waivers were announced on
November 3, the company is continuing to work with its lenders to
make appropriate modifications to its credit facilities. The
company expects there will be a further deferral of the above
reduction and principal payment until such modifications have been
agreed upon.

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


PILLOWTEX CORP: Wins Interim Nod to use BofA's Cash Collateral
--------------------------------------------------------------
Christopher M. Winter, Esq., at Morris, Nichols, Arsht & Tunnel
in Wilmington, Delaware, representing the Pillowtex Debtors,
informs the Court that as of October 27, 2003, the aggregate
principal amount of loans outstanding under the Postpetition
Financing was zero and the aggregate undrawn face amount of all
letters of credit outstanding was $17,162,758. Pursuant to the DIP
Financing Order, Congress Financial Corporation, as agent of the
financial institutions party, holds cash equal to 110% of the face
amount of the letters of credit as collateral.  The Postpetition
Financing expired on November 15, 2003.

To recall, the Debtors entered into three prepetition financing
agreements dated May 24, 2002:

   (1) The Term Loan Agreement where the Term Loan Lenders led by
       Bank of America, N.A., as administrative agent and agent
       for the lenders extended to the Debtors a $150,000,000  
       senior secured five-year term loan.  As of July 28, 2003,
       the aggregate principal amount of loans outstanding under
       the Term Loan Agreement was not less than $105,115,150,
       plus all accrued interest -- the Term Loan Prepetition
       Debt.

       As of the Petition Date, the Term Loan Prepetition Debt
       was fully secured pursuant to the Prepetition Indebtedness
       Documents by:

          (i) valid and perfected first priority security
              interests in certain real estate, plant and
              equipment -- the Term Loan Priority Collateral; and

         (ii) valid and perfected second priority security
              interests in substantially all of the assets of the
              Debtors and Pillowtex Canada Inc. existing as of
              the Petition Date other than the Term Loan Priority
              Collateral -- the Revolving Loan Priority
              Collateral.

   (2) The Revolving Loan Agreement, as amended, where Congress
       Financial Corporation, as agent for the financial
       institutions from time to time party, and the Lenders
       agree to provide the Debtors with a three-year
       $200,000,000 senior secured asset-based non-amortizing
       revolving credit facility, including a $60,000,000 letter
       of credit sub-facility.

   (3) The Intercreditor Agreement which sets forth certain
       rights, obligations and priorities of Congress Financial
       and the Lenders, on the one hand; and Bank of America and
       the Term Loan Lenders, on the other hand, with respect to:

          -- the Revolving Loan Priority Collateral;

          -- the Term Loan Priority Collateral; and

          -- any DIP Financing provided, or use of cash
             collateral permitted, by Congress Financial and any
             of the Lenders of the Debtors like the Postpetition
             Financing.

The Debtors anticipate discharging their obligations under the
Postpetition Financing by using the sale proceeds pursuant to the
asset purchase agreement with GGST LLC.  Upon payment in full of
the Postpetition Financing, the Term Loan Lenders will have a
first priority lien on substantially all of the assets of the
estates, subject only to the Permitted Liens.  

Mr. Winter asserts that the Debtors need access to the Cash
Collateral to pay expenses necessary to conduct an orderly
liquidation of their businesses, liquidate remaining inventory,
collect outstanding accounts receivable and generally oversee the
ongoing winding down of their businesses.  

Substantially all of the Debtors' assets are subject to the Term
Loan Prepetition Liens, including all cash and cash equivalents,
like negotiable instruments, documents of title, securities,
deposited accounts, which represent income, proceeds, products,
rents or profits of the Prepetition Collateral that are now in
the Debtors' possession, custody, or control or in which the
Debtors obtain an interest during the pendency of these cases.  
Bank of America, N.A, as Term Loan Agent, has valid and perfected
security interests in the Cash Collateral for itself and the Term
Loan Lenders' benefit.  All the funds contained in the Debtors'
bank accounts constitute the Cash Collateral of the Term Loan
Lenders.

The Debtors have asked that Bank of America and the Term Loan
Lenders permit the Debtors' use of the Cash Collateral in order
to fund an orderly liquidation of their businesses.  Bank of
America and the Term Loan Lenders have consented to the Debtors'
use of Cash Collateral subject to certain conditions, including
the adequate protection, super-priority claim status and other
protections.

                    Adequate Protection Liens

Accordingly, the Debtors ask the Court to approve the grant to
Bank of America, for the Term Loan Lenders' benefit, of valid,
binding, enforceable and perfected liens on all Postpetition
Collateral to secure an amount equal to the sum of, without
duplication:

   (a) the aggregate diminution in value of the Prepetition
       Collateral, if any, subsequent to the Petition Date,
       whether by depreciation, use, sale, loss, decline in
       market price or otherwise;

   (b) the aggregate diminution, if any, in the value of the
       Prepetition Collateral incurred due to any lien granted
       pursuant to Section 364 of the Bankruptcy Code subsequent
       to the Petition Date; and

   (c) the sum of the aggregate amount of all cash proceeds of
       the Prepetition Collateral and the aggregate fair market
       value of all non-cash Prepetition Collateral that is
       applied in payment of any other obligations or expenses of
       the Debtors which are not secured by the Adequate
       Protection Liens or Permitted Liens.

These Adequate Protection Obligations will be allocated pro rata
to the Term Loan Prepetition Debt.

The Adequate Protection Liens will be granted on substantially
all of the existing and future assets and properties of the
Debtors, known or unknown, whether acquired prior to,
concurrently with or after the Petition Date, including tax
refunds, insurance proceeds, insurance premium refunds, security
deposits, utility deposits, bonds and proceeds of same, and
custom lists and all proceeds, accessories, substitutions and
replacements -- the Postpetition Collateral.

Bank of America's and the Term Loan Lenders' security interests
and liens will be subject only to:

   (a) the Revolving Loan Liens;

   (b) the valid, perfected and non-avoidable liens on the
       Prepetition Collateral existing as of the Petition Date --
       Permitted Liens -- without prejudice to the rights of the
       Debtors, the Committee or any other party-in-interest to
       object to the allowance of any liens or institute any
       actions or adversary proceedings; and

   (c) the fees of the Clerk of the Bankruptcy Court for the
       District of Delaware and the Office of the United States
       Trustee and the Professional Fee Carve-Out.

The Adequate Protection Liens will not be:

   (a) subject to any Lien which is avoided and preserved for the
       benefit of the Debtors' estates under Section 551 of the
       Bankruptcy Code; or

   (b) subordinated to or made pari passu with any other lien
       under Section 364 except as to the liens on the Revolving
       Loan Priority Collateral securing the Postpetition
       Financing.

                   Terms of Use of the Cash Collateral

The principal terms of the use of the Cash Collateral are:

A. Budget

   Cash Collateral may only be used to pay expenses in accordance
   with the Budget.

                       Pillowtex Corporation
                       Cash Collateral Budget
                  October 6, 2003 to July 25, 2005
                          (in thousands)

   Proceeds
      Blocked or Operating Accounts                           $0
      Accounts Receivable Collections                    114,258
      Inventory Bulk Sales                                14,869
      Property (Net)                                     138,602
      Miscellaneous                                        1,400
                                                        --------
      Total Proceeds                                    $269,129

   Expenses
      Prepetition Cure Cost of Capital Leases              $ 874
      Balance of 2003 Personal Property Tax                    0
      Property Tax Related To Asset Sales                  3,582
      Alliance Street Production                             189
      Interest Expense                                     6,866
      Idle Facility Cost                                   2,040
      Electric Demand Charge                                 374
      Retail Store Operating Costs                           966
      Warehousing, Shipping and Bill                       3,937
      Freight and Duty                                       325
      Manufacturing                                          388
      Inventory Clean-up                                      76
      Accrued Employee Expenses                            2,046
      Critical Vendor Payments                               171
      Terminated Employee Medical                          2,500
      Continuing Employee Medical                          1,430
      Workers Compensation and Other Insurance             4,502
      Corporate and Other Staff                            5,156
      Outside Payroll Processing                               0
      Key Employee Retention Plan                          2,753
      Warehouse Vacation Pay                                 983
      SB Capital Estate Charge Back                         (600)
      Early Termination Fee                                1,000
      DIP Fees                                               500
      Professional Fees                                    8,369
      Miscellaneous                                        3,229
                                                        --------
      Total Expenses                                     $51,656
                                                        --------
   Net Proceeds for Debt Paydown                        $217,473
                                                        ========

A full-text copy of Pillowtex's Cash Collateral Budget is
available for free at:

http://bankrupt.com/misc/Pillowtex_Corp_Budget_100403_to_070505.pdf

   The Debtors agree that any material deviation from the Budget
   will constitute an Event of Default.  Those material
   deviations are described as:

      (a) cumulative weekly operating receipts are less than the
          Budget by 15% or more;

      (b) on an individual line item basis, cumulative weekly
          operating disbursements are greater than the Budget by
          15% or more; or

      (c) cumulative weekly operating disbursements are greater
          than the Budget by 10% or more.

   As soon as practical, but in any event no later than Wednesday
   of each week, commencing in the week of November 3, 2003, the
   Debtors are required to deliver an actual-to-forecast variance
   analysis for the previous week including a qualitative
   analysis or discussion of material variances.

B. Term

   The proposed use of Cash Collateral will commence on November
   15, 2003 and end on the earlier of:

      (a) the payment in full of the Term Loan Lenders; and

      (b) December 31, 2003.

C. Priority

   Bank of America and the Term Loan Lenders will be granted
   an allowed super-priority administrative claim in accordance
   with Section 364(c)(1) having priority in right of payment
   over any and all other obligations, liabilities and
   indebtedness of the Debtors, over any and all administrative
   expenses or priority claims of the kind specified in Sections
   105, 326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b) or 726
   of the Bankruptcy Code, subject only to:

      (a) the fees of the Clerk of the Bankruptcy Court for the
          District of Delaware;

      (b) the fees of the Office of the United States Trustee;

      (c) the Professional Fee Carve-Out; and

      (d) until the Postpetition Financing is paid in full, any
          superpriority claim granted to the Lenders under the
          DIP Financing Order.

D. Professional Fee Carve-Out

   After the occurrence of an Event of Default or of an event
   that, with the passage of time or the giving of notice, or
   both, would become an Event of Default, Bank of America's
   security interests in and liens upon any of the Collateral
   will be subordinate to:

      (a) the fees and expenses of the Clerk of Court and the
          Office of the United States Trustee pursuant to Section
          1930(a) of the Judiciary and Judicial Procedures Code;
          and

      (b) the $___________ Professional Fee Carve-Out.

E. Asset Sales

   The Debtors will not be allowed to sell, transfer, lease,
   encumber or otherwise dispose of any portion of the Collateral
   without Bank of America's prior written consent, except for:

      (a) sales of Debtors' inventory in the ordinary course of
          business, or sale in any one transaction or related
          group of transactions to any one customer not involving
          inventory having an aggregate value at cost or sales
          price in excess of $500,000;

      (b) sales of Debtors' equipment so long as each sale in any
          one transaction or related group of transactions does
          not involve equipment having an aggregate fair market
          value or sales price in excess of $250,000 and provided
          that the sales price for each sale is equal to or
          exceed 80% of the forced liquidation value of the
          equipment as set forth in the most recent appraisal
          with respect received by Bank of America;

      (c) other sales or dispositions expressly authorized by the
          Term Loan Agreement; provided, that, in each case, all
          proceeds of authorized sales must be remitted to Bank
          of America.  

G. Remedies

   On the occurrence of any Event of Default and the expiration
   of five days after receipt of notice of a default by the
   Debtors, the automatic stay will automatically terminate as to
   Bank of America and Term Loan Lenders, the Term Loan
   Prepetition Debt, the Cash Collateral and the Collateral and
   any collateral provided to Bank of America or Term Loan
   Lenders to permit Bank of America to pursue its rights and
   remedies; provided that, the Debtors will have the right,
   notwithstanding the occurrence and continuation of an Event of
   Default, to use any amount in the Reserve Account to fund
   expenses provided for in the Budget or otherwise required to
   be paid by the Debtors pursuant to the GGST Agreement.

H. Additional Remedies

   On an Event of Default, the Debtors are required to:

      (a) provide adequate security measures to protect the
          Collateral;

      (b) turn over the Collateral to Bank of America at Term
          Loan Lender's option;

      (c) cooperate fully with Bank of America and Term Loan
          Lenders in the pursuit of rights and remedies against
          the Collateral, the Cash Collateral, and any other
          collateral provided pursuant to this Motion; and

      (d) immediately and on an ongoing, and not less than weekly
          basis, pay to Bank of America any and all Cash
          Collateral of the Debtors' estates and Bank of America
          is authorized to offset or apply any Cash Collateral or
          other funds of these estates against the Term Loan
          Prepetition Debt in Term Loan Lender' sole and absolute
          discretion.

Furthermore, the Debtors seek the Court's authority to pay all
accrued and unpaid interest under the Term Loan Prepetition Debt
quarterly as provided in the Term Loan Agreement.  In addition,
the Debtors seek that they be authorized to pay or reimburse Bank
of America for all present and future costs and expenses,
including reasonable professional fees and legal expenses of Bank
of America and the Term Loan Lenders, and that the Debtors'
payment obligation be secured by the Collateral.  Bank of America
and the Term Loan Lenders will provide invoices for professional
fees and expenses to the Debtors' counsel, the United States
Trustee and the Committee, who will have 10 days from the date of
receipt to review the invoices for reasonableness.

The Debtors also seek a waiver of all claims under Section 506(c)
of the Bankruptcy Code that no costs or expenses of administration
that have or may be incurred in their Chapter 11 cases at any time
will be charged against Bank of America and the Term Loan Lenders,
their claims or the Collateral without Bank of America's prior
written consent and no consent will be implied from any other
action, inaction or acquiescence by Bank of America.

The Debtors acknowledge that:

   (1) the Term Loan Agreement and the other Prepetition
       Indebtedness Documents are valid, binding and enforceable
       agreements and obligations of each Debtor party;

   (2) the security interests and liens granted to Bank of
       America and the Term Loan Lenders on the Prepetition
       Collateral are valid and perfected liens senior to all
       other liens upon the Prepetition Collateral, subject only
       to the first priority security interests of Agent and
       Lenders in the Revolving Loan Priority Collateral and the
       Permitted Liens;

   (3) all of the Term Loan Prepetition Debt constitutes
       allowable claims against all of the Debtors and is valid,
       enforceable and non-avoidable in the amount of the Term
       Loan Prepetition Debt;

   (4) the Debtors do not possess and will not assert any claim,
       counterclaim, setoff or defense of any kind or nature,
       which would in any way affect the validity, enforceability
       and non-avoidability of any of the Term Loan Prepetition
       Debt and security interests in the Prepetition Collateral
       granted to Bank of America, or which would in any way
       reduce or affect the absolute and unconditional obligation
       of the Debtors to pay to Bank of America and the Term Loan
       Lenders all of the Term Loan Prepetition Debt; and

   (5) no portion of the Term Loan Prepetition Debt is subject to
       subordination.

Mr. Winter notes that the extent, validity, perfection and
enforceability of the Term Loan Prepetition Debt owing to Bank of
America and the Term Loan Lenders and the Prepetition Liens on
and security interests in the Prepetition Collateral are for all
purposes subject only to the Committee' rights, for a period,
commencing on the date of the Order, of 60 days to file a
complaint pursuant to Rule 7001 of the Federal Rules of
Bankruptcy Procedure seeking to invalidate, subordinate or
otherwise challenge the debt or security interests or to pursue
any claims against Bank of America and the Term Loan Lenders
arising from the Term Loan Prepetition Debt or the Prepetition
Collateral.

To the extent that no complaint is timely filed within the 60-day
period or, if timely filed, is overruled, withdrawn or dismissed
with prejudice:
  
   (a) the Term Loan Prepetition Debt and Bank of America's
       security interests in and liens upon the Prepetition
       Collateral including the Prepetition Liens will be
       recognized and allowable as valid, binding, in full force
       and effect, not subject to any claims, counterclaims,
       setoff or defenses, perfected and senior to all other
       liens upon and claims against that collateral, subject
       only to:

         (1) the Revolving Loan Liens granted to Bank of America,
             for the benefit of itself and the other Lenders, to
             the Intercreditor Agreement; and

         (2) the Permitted Liens and claims expressly entitled to
             priority; and

   (b) Bank of America and the Term Loan Lenders, their
       participants, and each of their agents, officers,
       directors and employees will be deemed released and
       discharged from all claims and causes of action related to
       or arising out of the Term Loan Agreement.

Subject to the Committee's rights, each Debtor, on behalf of
itself and its successors and assigns, will forever release,
discharge and acquit Bank of America and each of the Term Loan
Lenders and their officers, directors, agents, attorneys,
participants and predecessors-in-interest of and from any and all
claims, liabilities, causes of action, indebtedness and
obligations, of every kind and nature arising under or related to
the Term Loan Agreement, including, without limitation, any
"lender liability" claims or defenses, that the Debtors may have
against Bank of America and the Term Loan Lenders as of the date
of the Order, in respect of events that occurred on or prior to
the date thereof.

In addition, on the indefeasible payment in full of all Term Loan
Prepetition Debt and the Adequate Protection Obligations and
termination of the rights and obligations arising under the Term
Loan Agreements and the Order, the Term Loan Agent and the Term
Loan Lenders will be released from any and all obligations,
liabilities and causes of action arising in connection with or
related to the Term Loan Agreement.  

The Debtors believe that the terms and conditions of the proposed
use of Cash Collateral and the Adequate Protection Liens
represent the best means of funding the continuing orderly
liquidation of their businesses.  Mr. Winters adds that the
Debtors negotiated the terms of the proposed use of Cash
Collateral and the Adequate Protection Liens with Bank of America
the Term Loan Agent and the Term Loan Lenders at arm's length and
in good faith as required by Section 364(e) of the Bankruptcy
Code.  

               Distributions of Proceeds of Asset Sales

After satisfaction of the Postpetition Financing, the Debtors
propose that the net proceeds of all Collateral be distributed
under these terms:

   (a) with respect to all proceeds received by the Debtors from
       the sale of assets of Pillowtex Canada, Inc., a non-Debtor
       subsidiary of Pillowtex organized under the laws of
       Ontario, including $185,000 representing the portion of
       the purchase price to be paid by GGST LLC under the GGST
       Agreement allocated to the assets, 100% of the proceeds
       will be paid to Pillowtex Canada, Inc., provided that all
       parties reserve their rights regarding any distribution of
       proceeds by Pillowtex Canada, Inc.; and

   (b) with respect to all proceeds received by the Debtors from
       the sale of all Collateral, other than assets of Pillowtex
       Canada, Inc., including collections of accounts
       receivables and sales pursuant to the Sale Motion, 75% of
       the proceeds will be paid to Bank of America for the
       benefit of the Term Loan Lenders immediately upon receipt
       of the proceeds, and the remaining 25% of all proceeds
       will be retained by the Debtors in a Reserve Account at
       the Bank of America.

Funds in the Reserve Account will fund the liquidation of the
Debtors' estates as provided in the Budget.  At no time will the
cumulative amount contributed to the Reserve Account be less than
the sum of:

   (a) the aggregate amount provided in the Budget for the
       continued liquidation of the Debtors' estates less the
       aggregate amount actually expended by the Debtors on or
       before the closing of the sale to GGST LLC; and

   (b) pursuant to the GGST Sale:

          (1) $3,000,000 as required under the GGST Agreement;
              and

          (2) $300,000 in respect of cure costs related to the
              assumption and assignment of real property leases
              and contracts designated by GGST for conveyance
              to GGST.  

Any proceeds of Collateral distributed to Bank of America and the
Term Loan Lenders pursuant to the Order will be applied:

    -- first, to payment of the reasonable fees and expenses of
       Bank of America, including reasonable attorneys' fees and
       fees for consultants;

    -- second, to the payment of outstanding fees, costs and
       expense of the Term Loan Lenders; and

    -- third, to the reduction of the Term Loan Prepetition Debt.

                          *     *     *

On an interim basis, Judge Walsh grants the Debtors' request with
these modifications:

A. The net proceeds of all Collateral, other than the assets of
   Pillowtex Canada, Inc., will be distributed in this manner:

   (a) With respect to all proceeds received by the Debtors   
       from the sale of Collateral, an amount of proceeds equal
       to the sum of -- the GGST Reserve Amount:

         (1) the aggregate amount provided in the Budget for the   
             continued liquidation of the Debtors' estates less
             the aggregate amount actually expended by the
             Debtors on or before the closing of the sale
             pursuant to the Budget;

         (2) $3,000,000 as required under Section 8.01(b)(xiv) of
             the GGST Agreement; and

         (3) $300,000 in respect of cure costs related to the
             assumption and assignment of real property leases
             and contracts designated by GGST LLC for conveyance
             to GGST LLC or its designee pursuant to the GGST
             Agreement;

       The GGST Reserve Amount will be held by the Debtors in a
       reserve account to fund the liquidation of the Debtors'
       estates as provided in the Budget; provided that an amount
       of the GGST Reserve Amount equal to the Professional Fee
       Carve-Out will be held by the Debtors in a segregated
       account to pay:

          (1) the fees and expenses of the Clerk of the Court and
              the Office of the United States Trustee pursuant
              Section 1930(a)(6) of the Judiciary and Judicial
              Procedure; and

          (2) the amount of any unpaid fees and expenses of the
              professionals of the Debtors or the Committee
              retained by Order of the Court pursuant to Sections
              327 and 1103 of the Bankruptcy Code;

   (b) With respect to all other proceeds received by the Debtors
       from the sale of Collateral subject to a Permitted Lien,
       an amount of the proceeds not to exceed the amount of the
       claim secured by that Permitted Lien, but only to the
       extent that the amount of the claim is not included in the
       GGST Reserve Amount, will be held by the Debtors in a
       segregated, interest-bearing account pending further Court
       Order which account includes, without limitation:

          (1) $270,764 plus interest and costs in respect of the
              claim alleged by Fluor Industrial Services, Inc. to
              be secured by a Permitted Lien; and

          (2) $1,584,000 plus interest and costs in respect of
              the claim alleged by Duke Energy Royal, LLC to be
              secured by a Permitted Lien.

       The Debtors reserve their right to dispute the amounts of
       the claims and whether the claims are secured by Permitted
       Liens over the proceeds and that Duke Energy reserves the
       right to assert a greater amount as its secured claim; and

   (c) With respect to all other proceeds received by the Debtors
       from the sale of Collateral, 100% of the proceeds will be
       paid to Bank of America for the Term Loan Lenders' benefit
       immediately on receipt of the proceeds.

B. Judge Walsh directs the Debtors without further Court Order to
   pay or reimburse the Term Loan Agent for all present and
   future costs and expenses paid or incurred by Bank of America
   and the Term Loan Lenders in connection with financing
   transactions as provided in this Interim Order and the Term
   Loan Agreement, all of which will be secured by the
   Collateral.  The Committee reserves the right to contend at a
   later date that the Term Loan Prepetition Debt can be
   reinstated and that, and in that event, the Term Loan Lenders
   would not be entitled to be paid any of those fees or
   expenses.

C. Judge Walsh made it clear that Bank of America and the Term
   Loan Lenders are granted and allowed super-priority
   administrative claim in accordance with Section 507(b) of the
   Bankruptcy Code having priority in right of payment over any
   and all other obligations, liabilities and indebtedness of the
   Debtors, over any and all administrative expenses or priority
   claims of the kind specified in Sections 105, 326, 328, 330,
   331, 503(b), 506(c), 507(a), 507(b) or 726, provided, however,
   that as to the proceeds of actions brought pursuant to Chapter
   5 of the Bankruptcy Code, Bank of America and the Term Loan
   Lenders are granted an administrative claim pursuant to
   Section 503(b)(1), subject to:

      (a) the fees of the Clerk of the Bankruptcy Court for the
          District of Delaware;

      (b) the fees of the Office of the United States Trustee;

      (c) the Professional Fee Carve-Out; and

      (d) until the Postpetition Financing is paid in full, any
          super-priority claim granted to the Lenders under the
          DIP Order.

A final hearing is scheduled for December 8, 2003 at 11:00 a.m.,
Eastern Time.  Any party wishing to oppose entry of the Final
Order must file an objection to the Cash Collateral Motion with
the Clerk of the United States Bankruptcy Court of Delaware on or
before December 1, 2003.  (Pillowtex Bankruptcy News, Issue No.
55; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


PLAINS ALL AMERICAN: Obtains New Unsecured Bank Financing
---------------------------------------------------------
Plains All American Pipeline, L.P. (NYSE: PAA) has completed the
refinancing of its bank credit facilities with new senior
unsecured credit facilities totaling $750 million and a $200
million uncommitted facility for the purchase of hedged crude oil.

"The closing of these new credit facilities is a significant event
for the Partnership and illustrates the strong support we have
from our top-tier lenders and other members of our bank group,"
said Phillip D. Kramer, Executive Vice President and Chief
Financial Officer for Plains All American. "The unsecured
structure of the committed credit facilities recognizes the
financial discipline with which we have executed our business plan
and reinforces our steadfast commitment to maintaining a
conservative capitalization."

Al P. Swanson, Treasurer of Plains All American, stated that the
new facilities provide greater financial flexibility for the
Partnership.  Swanson also noted that the facilities acknowledge
the investment grade credit quality of the Partnership and provide
for significant cost savings relative to the Partnership's
previous credit facilities.

The $750 million of new facilities consist of:

     --   a four-year, $425 million U.S. Revolving Credit
          Facility;

     --   a 364-day, $170 million Canadian Revolving Credit
          Facility with a five-year term-out option;

     --   a four-year, $30 million Canadian Working Capital
          Revolving Credit Facility; and

     --   a 364-day, $125 million Revolving Credit Facility.

All of the facilities with the exception of the $200 million
Hedged Inventory Facility are unsecured.  The $200 million Hedged
Inventory Facility is an uncommitted working capital facility,
which will be used to finance the purchase of hedged crude oil
inventory for storage when market conditions warrant.  Borrowings
under the Hedged Inventory Facility will be secured by the
inventory purchased under the facility and the associated accounts
receivable, and will be repaid from the proceeds from the sale of
such inventory.

Fleet Securities, Inc. acted as Lead Arranger and Book Manager and
Fleet National Bank acted as Administrative Agent for the
transaction.  Bank One, NA and Wachovia Bank, National Association
served as Co-Syndication Agents for the transaction and Bank of
America, N.A. and Fortis Capital Corp. served as Co-Documentation
Agents.

Plains All American Pipeline, L.P. (S&P, BB+ Senior Unsecured
Rating, Positive) is engaged in interstate and intrastate crude
oil transportation, terminalling and storage, as well as crude oil
and LPG gathering and marketing activities, primarily in Texas,
California, Oklahoma and Louisiana and the Canadian Provinces of
Alberta and Saskatchewan. The Partnership's common units are
traded on the New York Stock Exchange under the symbol "PAA".  The
Partnership is headquartered in Houston, Texas.


PLAINS ALL AMERICAN: S&P Ups Senior Debt Rating & Lifts Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its senior
unsecured rating on Plains All American Pipeline L.P. (PAA; BBB-
/Stable/--) to 'BBB-' from 'BB+' and removed the rating from
CreditWatch where it was placed with positive implications on Oct.
30, 2003.
     
The upgrade follows the company's announcement that it has
successfully replaced its senior secured credit facilities with
new senior unsecured credit facilities totaling $750 million and a
$200 million secured working capital facility (referred to as the
oil hedge facility by PAA).
     
"Although the $200 million oil hedge facility will be secured by
the inventory purchased under the facility and the associated
accounts receivable from its sale, the facility is insufficiently
large to cause PAA's senior unsecured rating to be notched down
from the company's corporate credit rating, according to our
criteria," said Standard & Poor's credit analyst Steven K. Nocar.
     
Upon completion of the transaction, about $1.5 billion of accounts
receivable, inventory, property, plant, and equipment would remain
unencumbered, which provides ample coverage for outstanding junior
liabilities.
     
Houston, Texas-based PAA has about $496 million (including $40
million of advanced crude payments) in outstanding debt, pro forma
for the unsecured credit facility.
     
The ratings on PAA reflect the stable cash flows provided by its
network of pipeline and terminaling assets and a moderately
leveraged financial profile, offset by the risks presented by its
acquisitive growth strategy and continued need to access capital
markets to fuel both growth and refinance debt maturities.
     
As a master limited partnership, PAA distributes essentially all
of its free cash flow after maintenance capital expenditures,
leaving little retained for either growth initiatives or debt
repayment.


POSSIBLE DREAMS: Court Approves Asset Sale to Willitts Design
-------------------------------------------------------------
Security Capital Corporation (AMEX: SCC) has announced that the
United States Bankruptcy Court for the Eastern Division of the
District of Massachusetts has ruled in a single closed bid
procedure that Willitts Designs International, Inc. of Petaluma,
California will be allowed to purchase all non-real estate assets
of the Company's subsidiary, Possible Dreams Ltd., the proceeds of
which will be used to pay Possible Dreams' creditors.

The closing is subject to certain conditions and is expected to
take place on November 30, 2003. The Company anticipates that the
sale should not have a significant impact upon the business,
financial condition or results of operations of the Company.

Willitts Designs, Inc. is a collectibles, giftware and home decor
company based in Petaluma, California. Possible Dreams is the
Company's subsidiary which operates as a designer, importer, and
distributor of collectible and fine quality figurines and, to a
lesser extent, other specialty giftware. As noted in the Company's
Form 10-Q for the quarter ended September 30, 2003, Possible
Dreams filed for protection under Chapter 11 of the Bankruptcy
Code in the United States Bankruptcy Court for the Eastern
Division of the District of Massachusetts on October 22, 2003.
That document further stated that the Company was seeking buyers
for the assets of Possible Dreams, and there was a bidding
procedure under Chapter 11 that had been filed with the court.
This procedure provided the steps for any bidder to do the
appropriate due diligence and to submit a bid by November 18,
2003.

Security Capital Corporation operates three other subsidiaries in
three distinct business segments. The Company participates in the
management of its subsidiaries while encouraging operating
autonomy and preservation of entrepreneurial environments. The
three business segments of SCC are employer cost containment and
health services, educational services, and seasonal products.
Possible Dreams is a portion of the Company's seasonal products
segment.


PRAIRIE FARMERS: Case Summary & 114 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Prairie Farmers Cooperative
        115 E. Industrial Road
        Dawson, Minnesota 56232

Bankruptcy Case No.: 03-48070

Type of Business: The Debtor was a Coop formed for the purposes of  
                  buying and building a pork processing plant to  
                  produce, process, and market premium quality
                  pork products from family farmers to consumers
                  in the Midwest.

Chapter 11 Petition Date: November 18, 2003

Court: District of Minnesota (Minneapolis)

Judge: Robert J. Kressel

Debtor's Counsel: David C. McLaughlin, Esq.
                  Fluegel Helseth McLaughlin
                  25 NW 2nd St Ste 102
                  Ortonville, MN 56278
                  (320) 839-2548

Total Assets: $1,382,200

Total Debts: $7,361,628

List of Debtor's 114 Largest Unsecured Creditors:

Entity                            Claim Amount
------                            ------------
Lac Qui Parle County Treasurer    $2,337,648
Madison, MN 56      SECURED VALUE - $875,000
                               
City of Dawson                       $64,104

Dawson Coop Credit Union             $62,002

Lac Qui Parle County Treasurer       $58,620

Bunzl Supply                         $51,400

Lightower & Johnson                  $35,000

Byron Lundy                          $30,264

Turning Point Management             $22,462

John Honetschlager                   $20,845

Schuetzle & Carlson & Co. LLP        $20,102

James Dicks                          $19,918

John Rialson                         $19,809

Cliff Vressman, Inc.                 $18,606

John Derickson                       $18,414

David Dahl                           $17,909

Walker & Company, Ltd.               $17,280

Franta Farms                         $17,024

Joel Penner                          $16,998

Leroy E. Olson                       $15,000

Glenn Bulthuis                       $14,375

Randy & Jeanne Tauer                 $12,068

Randy Tauer                          $12,068

John Sloot, Inc. (Harry)             $12,040

Perry Meyers                         $11,749

Dennis Timmerman                     $10,995

Duane Weerts                         $10,877

Gossen Farms                         $10,762

Dave Wordes                          $10,054

Dean Monke                            $9,700

Dave Hesse                            $9,525

Darwin Bach                           $9,486

Ann Ramey                             $9,394

Dale Roth                             $8,673

Todd Merritt                          $8,420

Cryovac Sealed Air Corporation        $8,395

Brian Timmerman                       $8,120

Christensen Farms                     $7,694

Ken Rechtzigel                        $7,560

Steve Hennen                          $7,545

Jeppessen Jason-Ben                   $7,467

Wayne Hansen                          $7,342

Doug Nosbush                          $7,340

Gene Kohout                           $7,058

William Street                        $6,828

Adelman Hampshires                    $6,777

VC999 Packaging Systems               $6,734

Dean & Nancy Aspelund                 $6,690

G&K Services, Inc.                    $6,650

Kurt Blomgren                         $5,975

USDA-Food Safety Inspection           $5,838
Services

Brad Freyholz                         $5,681

Robert Streich                        $5,370

Leach Bros.                           $4,942

Darryl Schwartz                       $4,932

Vandeberg Scales                      $4,758
Div. of VBS Inc.

Dorrel-Torsch                         $3,887

Lyle Haroldson                        $3,692

Duance Anderson                       $3,588

Lee Farms (Gordon Gary)               $3,424

Ray Neitfeld                          $3,194

Jeff Thielges                         $3,137

Nolan Jungclaus                       $3,042

Pork Board National                   $2,958

Plunkett PestControl                  $2,939

Gary Lavoy                            $2,857

Roger Talsma                          $2,720

Dave Bierman                          $2,626

Nassau Foods, Inc.                    $2,607

Ron Eilers                            $2,569

Hydrite Chemical Co.                  $2,543

Howard - Bob Masselink                $2,532

Merrill Livestock                     $2,352

DuWayne Coover                        $2,278

John Fischer                          $2,141

Randy Wallerich                       $2,058

Gerald Tofte                          $2,055

Steve Haas                            $1,990

Brad Noyes                            $1,953

Merlin Streich                        $1,875

Ottertail Power Company               $1,866

Jarvis Products Corporation           $1,723

DJV Label Enterprise, Inc.            $1,652

Alan Neyers                           $1,645

Mak-Bea Laboratory, Inc.              $1,496

Johnson B-Buchert's                   $1,353

Mackey Szar                           $1,202

Devro, Inc.                           $1,012

Department of Revenue                 $1,000

Frontier Communications                 $986

Joens Jim                               $900

Paul Sobosinski                         $867

E&C Graphics                            $868

Berkel Midwest                          $853

Dan Lee                                 $784

David Haas                              $781

Starland H.B. Inc.                      $752

Tom Wertish                             $662

Kevin M. Johnson & Sons, Inc            $635

Sperling Industries, USA, Inc           $629

Pepsi-Cola of Ortonville                $527

Johnson Memorial Health Services        $520

Gary Gritmacher                         $512

Kasco Corporation                       $446

Lofton Labels, Inc.                     $414

Jeanne Wertish                          $352

Mar/Co Sales, Inc.                      $311

Interstate Electric                     $308

US Water Services                       $266
Utility Chemicals

Doug Fransen                            $261

Motion Industries, Inc.                 $241

Great Plains Gas                        $239

Minnesota Electric Supply Co.           $191

Quill                                   $177

Rodney Skalbeck                          $85


PROTECTION ONE: Fitch Further Junks Two Debt Ratings to CC and C
----------------------------------------------------------------
Fitch Ratings has downgraded Protection One, Inc.'s senior
unsecured notes to 'CC' from 'CCC+' and the senior subordinated
notes to 'C' from 'CCC-'.

These notes were issued by Protection One Alarm Monitoring, Inc.,
the company's wholly owned subsidiary. The 'CC' rating indicates
that some kind of default is probable.

The downgrade reflects Fitch's belief that the probability of
default has increased due to Westar Energy's (BB-/Negative) recent
disclosure that it will receive lower proceeds from the pending
sale of Protection One than originally anticipated. Westar is an
approximate 88% equity owner of Protection One, provides a $228.4
million credit facility to Protection One, and holds additional
senior unsecured notes of Protection One. As part of Westar's
regulatory mandated reorganization, it has been in the process of
selling various assets, including Protection One.

The exact timing of a sale of Protection One is unclear, although
Westar has indicated that it has received and is entertaining bids
with the goal of completing a sale in late 2003 or early 2004.
Protection One has indicated that it does not believe any
alternative financing could be arranged to pay its obligations
unless a new majority owner were to make a substantial equity
investment or provide substantial credit support. Fitch believes
that a default is more likely, as a sale of Protection One would
most likely result in a restructuring of the company's debt
resulting in a less than 100% recovery rate. Westar has reduced
its estimated net realizable proceeds by $165.6 million,
reflecting Westar's belief that there is a substantial risk that
it may not recover the full outstanding balance of the senior
unsecured credit facility that Westar Industries, a subsidiary of
Westar Energy, has provided to Protection One. Protection One
currently has $215.5 million outstanding under the Westar credit
facility.

As of September 30, 2003, Protection One had approximately $191
million in Senior Unsecured Notes that mature in August 2005, $30
million in senior subordinated discount notes that mature in June
2005 and $110 million in senior subordinated notes that mature in
January 2009, in addition to the $215.5 million outstanding under
the senior unsecured credit facility, for a total of $547 million
in outstanding debt obligations. The senior unsecured credit
facility and senior unsecured notes contain cross default
provisions. As of September 30, 2003, Protection One had
approximately $15.9 million in unrestricted cash available and is
expecting a $31.7 million payment from Westar as part of a tax
sharing arrangement (however, Westar must receive approval from
the KCC to make a payment greater than $20 million). Fitch
believes Protection One's liquidity position and financial
flexibility are inadequate to meet these potential obligations.


RESIDENTIAL FUNDING: Fitch Upgrades 5 & Affirms 56 RMBS Ratings
---------------------------------------------------------------
Fitch Ratings has upgraded 5 and affirmed 56 classes of
Residential Funding Mortgage Securities I, Inc., residential
mortgage-backed certificates, as follows:

Residential Funding Mortgage Securities I, Inc., Mortgage Pass-
Through Certificates, Series 1993-S2

     --Class A affirmed at 'AAA';
     --Class M1 affirmed at 'AAA';
     --Class M2 affirmed at 'AAA';
     --Class M3 affirmed at 'AAA'.

Residential Funding Mortgage Securities I, Inc., Mortgage Pass-
Through Certificates, Series 1993-S6

     --Class A affirmed at 'AAA'.

Residential Funding Mortgage Securities I, Inc., Mortgage Pass-
Through Certificates, Series 1993-S11

     --Class A affirmed at 'AAA';
     --Class M1 affirmed at 'AAA';
     --Class M2 affirmed at 'AAA';
     --Class M3 affirmed at 'AAA'.

Residential Funding Mortgage Securities I, Inc., Mortgage Pass-
Through Certificates, Series 1993-S12

     --Class A affirmed at 'AAA'.

Residential Funding Mortgage Securities I, Inc., Mortgage Pass-
Through Certificates, Series 1993-S14

     --Class A affirmed at 'AAA'.

Residential Funding Mortgage Securities I, Inc., Mortgage Pass-
Through Certificates, Series 1993-S16

     --Class A affirmed at 'AAA'.

Residential Funding Mortgage Securities I, Inc., Mortgage Pass-
Through Certificates, Series 1993-S26

     --Class A affirmed at 'AAA';
     --Class M1 affirmed at 'AAA';
     --Class M2 affirmed at 'AAA';
     --Class M3 affirmed at 'AA+';
     --Class B1 affirmed at 'BBB+';
     --Class B2 affirmed at 'BB-'.

Residential Funding Mortgage Securities I, Inc., Mortgage Pass-
Through Certificates, Series 1993-S29

     --Class A affirmed at 'AAA';
     --Class M1 affirmed at 'AAA';
     --Class M2 affirmed at 'AAA';
     --Class M3 affirmed at 'AAA';
     --Class B1 upgraded to 'AAA' from 'AA+';
     --Class B2 affirmed at 'A'.

Residential Funding Mortgage Securities I, Inc., Mortgage Pass-
Through Certificates, Series 1993-S34

     --Class A affirmed at 'AAA';
     --Class M1 affirmed at 'AAA';
     --Class M2 affirmed at 'AAA';
     --Class M3 upgraded to 'AA' from 'A+';
     --Class B1 upgraded to 'BB+' from 'BB';
     --Class B2 upgraded to 'B+' from 'B'.

Residential Funding Mortgage Securities I, Inc., Mortgage Pass-
Through Certificates, Series 1993-S37

     --Class A affirmed at 'AAA';
     --Class M1 affirmed at 'AAA';
     --Class M2 affirmed at 'AAA';
     --Class M3 affirmed at 'AA-';
     --Class B1 affirmed at 'BBB-';
     --Class B2 affirmed at 'B'.

Residential Funding Mortgage Securities I, Inc., Mortgage Pass-
Through Certificates, Series 1993-S39

     --Class A affirmed at 'AAA';
     --Class M1 affirmed at 'AAA';
     --Class M2 affirmed at 'AAA';
     --Class M3 affirmed at 'AA';
     --Class B1 affirmed at 'BB';
     --Class B2 affirmed at 'B'.

Residential Funding Mortgage Securities I, Inc., Mortgage Pass-
Through Certificates, Series 1993-S41

     --Class A affirmed at 'AAA';
     --Class B1 affirmed at 'AAA';
     --Class B2 affirmed at 'AA+';
     --Class B3 affirmed at 'A';
     --Class B4 affirmed at 'BBB';
     --Class B5 affirmed at 'B+'.

Residential Funding Mortgage Securities I, Inc., Mortgage Pass-
Through Certificates, Series 1993-S42

     --Class A affirmed at 'AAA'.

Residential Funding Mortgage Securities I, Inc., Mortgage Pass-
Through Certificates, Series 1993-S43

     --Class A affirmed at 'AAA';
     --Class M1 affirmed at 'AAA';
     --Class M2 affirmed at 'AAA';
     --Class M3 affirmed at 'AAA';
     --Class B1 affirmed at 'AA';
     --Class B2 affirmed at 'BBB+'.

Residential Funding Mortgage Securities I, Inc., Mortgage Pass-
Through Certificates, Series 1993-S44

     --Class A affirmed at 'AAA';
     --Class M1 affirmed at 'AAA';
     --Class M2 upgraded to 'AAA' from 'AA+';
     --Class M3 affirmed at 'A+';
     --Class B1 affirmed at 'BBB-';
     --Class B2 affirmed at 'BB'.

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


ROUGE INDUSTRIES: Inks Agreement to Sell All Assets to Severstal
----------------------------------------------------------------
Rouge Industries, Inc. (OTC Bulletin Board: RGIDQ.OB) has signed
an Asset Purchase Agreement with Severstal for the sale of
substantially all of the assets of Rouge Industries.  The
transaction, which is targeted for completion by the end of
January 2004, is valued at approximately $215 million.

The transaction is subject to a number of conditions, including
termination or expiration of the waiting period under the Hart-
Scott-Rodino Antitrust Improvements Act, obtaining certain
contractual consents, approvals and authorizations, and the
execution and ratification of a new collective bargaining
agreement by the International Union, United Automobile, Aerospace
and Agricultural Implement Workers of America, UAW.

The Purchase Agreement is subject to the approval of the United
States Bankruptcy Court for the District of Delaware in
Wilmington, and is subject to higher and better offers submitted
in accordance with procedures to be approved by the Court under
Sections 105, 363 and 365 of the U.S. Bankruptcy Code.  Rouge
Industries filed a motion with the Court recommending "stalking
horse" status for Severstal.  The Court has scheduled a hearing
for November 24, 2003, to consider the approval of bidding
procedures granting Severstal priority "stalking horse" status.

According to Carl L. Valdiserri, Chairman and Chief Executive
Officer of Rouge Industries, "Throughout our deliberations in
making our recommendation to the U.S. Bankruptcy Court, the
interests of the Company's creditors have been paramount.  We have
also considered other factors that would bear on the final outcome
of the process including a prospective buyers' ability to satisfy
their conditions to closing, the financial stability of the
Company during the period required to close the transaction and
the impact on other stakeholders in this process.  We will also
request that the Court set an expedited bidding period which we
believe is in the best interest of all the Company's
stakeholders."

Headquartered in Dearborn, Michigan, Rouge Industries, Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. Del. Case No. 03-13272).
Donna L. Harris, Esq., Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed total assets of $558,131,000 and total
debts of $558,131,000.


RPBR LLC: Creditors' Meeting Convenes on Dec. 10 in Charlotte
-------------------------------------------------------------
A meeting of RPBR, LLC and its debtor-affiliates' creditors will
convene on December 10, 2003, at 2:00 p.m., in the U.S. Bankruptcy
Administrators Office, 402 West Trade Street, Suite 205,
Charlotte, North Carolina 28202.  This is the first meeting of
creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy
cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Atlanta, Georgia, RPBR, LLC is an affiliate of
J.A. Jones, Inc. The Company filed for chapter 11 protection on
November 12, 2003 (Bankr. W.D. N.C. Case No.: 03-34231). Danielle
K Greco, Esq., W. B. Hawfield, Jr., Esq., at Moore and Van Allen,
PLLC represent the Debtors in their restructuring efforts.


SENIOR LIVING: Successfully Emerges from Bankruptcy Proceedings
---------------------------------------------------------------
Senior Living Properties, LLC announced that it's Plan of
Reorganization, previously confirmed by the U.S. Bankruptcy Court
in Dallas, became effective on November 19, 2003, completing the
Company's emergence from bankruptcy.

SLP, with its principal offices in Carmel, Indiana, was formed in
1998 and currently operates 48 skilled nursing and assisted living
facilities in Texas and 24 skilled nursing facilities in Illinois.
Like many other health care facility operators, SLP was adversely
affected by changes in Medicare and Medicaid reimbursement,
imposition of regulatory penalties and personal injury litigation.
As a result, SLP filed for protection in the U.S, Bankruptcy Court
on May 14, 2002.

James E. Eden, Chairman of SLP, commented, "We are pleased with
the outcome of this difficult and complex restructuring. SLP was
fortunate to have the cooperation of its principal creditors, and,
as a result, we are emerging as a stronger and more viable
company. This allows us to carry on with our mission to deliver
quality care to our many residents in Texas and Illinois." Robert
D. Woltil, who served as Chief Restructuring Officer during the
restructuring and will remain on as Chief Executive Officer added,
"The bankruptcy process can be very disruptive to an organization.
Fortunately, our many dedicated employees stayed committed and
focused, and as a result our operating results and quality of care
remained consistent throughout this period."

Mr. Eden also announced that SLP has contracted with Hospitality
Health Care Services, LLC, of Hunt Valley, Maryland, for
operational management of the facilities. The transition to HHCS
begins immediately, and should be complete on or about February 1,
2004. Notes Mr. Eden, "We are confident that HHCS will continue to
build value in the organization with their management expertise
and emphasis on local leadership, coupled with their state of the
art communications and integrated information systems
capabilities. They will continue the good work which we have
started."

A new Board of Directors for SLP consists of Mr. Eden, Joseph C.
McCarron, who also serves as the Company's Executive Managing
Advisor for strategic issues, and Allen A. Lynch, II, a healthcare
partner with the law firm of Nixon Peabody, LLP in Boston. This
reconstituted Board of Directors and newly engaged executive
management represents a unique assembly of highly experienced
healthcare and business professionals who will lead the Company in
implementing its Plan of Reorganization.


SHARK INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Shark Industries Ltd.  
        6700 Bleck Drive
        Rockford, Minnesota 55373

Bankruptcy Case No.: 03-37759

Type of Business: Sales of automotive after market products.  
                  Catalog retailer JC Whitney sells (i) Window
                  Regulator & Door Handle Clip Removers for AMC,
                  Chrysler, Ford & GM automobiles, (ii) cutting
                  wheels and (iii) grinding wheels manufactured by
                  the Debtor.

Chapter 11 Petition Date: November 14, 2003

Court: District of Minnesota (St. Paul)

Judge: Gregory F. Kishel  

Debtor's Counsel: Steven B. Nosek, Esq.  
                  701 4th Ave S Ste 300
                  Minneapolis, MN 55415
                  Tel: 612-333-2878

Total Assets: $4,418,000

Total Debts: $4,564,000

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Bruce Packaging             Trade debt                $157,604

Market Makers               Trade debt                $155,403

Mid America Bank            Trade debt                $139,000

AG&I                        Trade debt                 $29,829

Asher Tools & Hardware      Trade debt                 $32,088

Ballard & Associates        Trade debt                 $15,841

Combined Automotive Reps    Trade debt                 $22,503

Garryson                    Trade debt                 $28,399

Glit/Gemtex                 Trade debt                 $42,998

Indexable                   Trade debt                 $16,454

King Machinery              Trade debt                 $82,978

Leaders Manufacturing       Trade debt                 $11,850

Onishi                      Trade debt                 $19,675

SIA                         Trade debt                 $32,777

Shop Aid                    Trade debt                 $19,396

Vermont Abrasives           Trade debt                 $59,729

Victor                      Trade debt                 $26,823

Walnut Street Properties    Trade debt                 $30,000

Wellmake Industry           Trade debt                 $46,664

Wire Worx Display           Trade debt                 $13,000


SILICON GRAPHICS: Files Exchange Offer for Convertible Notes
------------------------------------------------------------
Silicon Graphics, Inc. (NYSE: SGI) filed a registration statement
and a tender offer statement with other related documents with the
Securities and Exchange Commission for an exchange offer for its
5.25% Senior Convertible Notes due September 2004.  

The terms of the exchange offer are consistent with those
previously announced in SGI's November 4 press release.

SGI is offering to exchange up to $230 million principal amount of
its existing 5.25% Senior Convertible Notes for, at the holder's
election, either new 11.75% Senior Secured Notes due June 2009 or
new 6.50% Senior Secured Convertible Notes due June 2009. The new
notes will be issued in principal amounts equal to the principal
amounts of existing notes tendered. The 6.50% Senior Secured
Convertible Notes will be convertible into SGI Common Stock at
$1.25 per share. The 11.75% Senior Secured Notes are not
convertible.  The new notes are secured by a junior priority lien
on the assets that also secure the company's senior credit
facility.

The purpose of the exchange offer is to offer holders of the
existing notes an increase in yield, the benefits of a security
interest and (in the case of the 6.50% Senior Secured Convertible
Notes) a decrease in the conversion price in return for an
extension of the maturity.

The exchange offer is subject to the satisfaction or waiver of
several conditions, including that a minimum of 80% of the
principal amount of the existing notes has been validly tendered
and not withdrawn, and that SGI shall have received shareholder
approval for the issuance of the shares of common stock into which
the 6.50% Senior Secured Convertible Notes will be convertible.  
Shareholder approval will be sought at SGI's annual shareholders
meeting scheduled for December 16, 2003.  The exchange offer is
scheduled to expire at midnight New York City time on December 19,
2003, unless extended.

A registration statement relating to these securities has been
filed with the Securities and Exchange Commission but has not yet
become effective. These securities may not be exchanged or sold
nor may offers to exchange or buy be accepted prior to the time
the registration statement becomes effective.

Noteholders are strongly advised to read the registration
statement, tender offer statement and other related documents
because these documents contain important information.
Stockholders and noteholders may obtain a free copy of these
documents from SGI or at the SEC's Web site at http://www.sec.gov

Noteholders may obtain copies of the exchange offer materials from
MacKenzie Partners, the information agent for the exchange offer,
at 800-322-2885.

Silicon Graphics, Inc., manufactures servers (about 40% of sales)
as well as workstations used by customers ranging from scientists,
graphic artists, and engineers to large corporations and
government agencies. It also makes modeling and animation software
(through subsidiary Alias/Wavefront) and advanced graphics
computers that are used to create some of Hollywood's most
striking special effects. SGI has sold the supercomputer business
it acquired from Cray Research. It has also spun off its streaming
media software operations (Kasenna) and its microprocessor
business (MIPS Technologies).

At September 26, 2003, SGI's balance sheet shows a total
shareholders' equity deficit of about $211 million.


SK GLOBAL: SK Networks Posts 3rd-Quarter Profit of KRW37.5 Bill.
----------------------------------------------------------------
SK Networks Co., formerly known as SK Global Co., discloses in a
regulatory filing that it earned KRW37,500,000,000 or $32,000,000
during the third quarter of 2003.  A year earlier, it earned
KRW64,400,000,000 for the same period, Bloomberg News's Young-Sam
Cho reports.

SK Networks operating profit is KRW57,000,000,000 while sales
fell to KRW2,790,000,000,000 from KRW4,650,000,000,000. (SK Global
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


TCW HIGH INCOME: Fitch Affirms BB- Rating on $18M Class IV Notes
----------------------------------------------------------------
Fitch Ratings affirms six classes of notes issued by TCW High
Income Partners, Ltd.

These affirmations are the result of Fitch's annual review
process. The following rating actions are effective immediately:

     --$202,000,000 Class I Senior Notes Affirmed at 'AAA';
     --$25,000,000 Class II-A Senior Notes Affirmed at 'AA-';
     --$31,000,000 Class II-B Senior Notes Affirmed at 'AA-';
     --$10,000,000 Class III-A Mezzanine Notes Affirmed at 'BBB';
     --$23,000,000 Class III-B Mezzanine Notes Affirmed at 'BBB';
     --$18,000,000 Class IV-Mezzanine Notes Affirmed at 'BB-'.

TCW HIP is a collateralized bond obligation managed by TCW Asset
Management Company. The CBO was issued August 16, 2001 and is
primarily comprised of high yield bonds. Fitch reviewed the
portfolio performance of TCW HIP and discussed the current state
of the portfolio with the asset manager and their management
strategy going forward.

The TCW HIP portfolio has experienced some deterioration in par
since its inception with a reduction in its overcollateralization
levels of approximately 3%. The transaction, however, has a
significant amount of excess spread after distributing scheduled
interest payments to noteholders thereby providing credit
enhancement to the structure.

Fitch conducted cash flow modeling under various default and
interest rate scenarios to measure the breakeven default rates.
These breakevens were compared to the minimum cumulative default
rates required for the rated liabilities over the transaction's
life. As a result of this analysis, Fitch determined that the
original ratings assigned to the notes still reflect the current
risk to noteholders.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


TCW HIP II: Fitch Affirms $9.5M Class IV Mezzanine Notes at BB-
---------------------------------------------------------------
Fitch Ratings affirms six classes of notes issued by TCW High
Income Partners II, Ltd.

These affirmations are the result of Fitch's annual review
process. The following rating actions are effective immediately:

     --$110,000,000 Class I Senior Notes Affirmed at 'AAA';
     --$20,000,000 Class II-A Senior Notes Affirmed at 'AA-';
     --$10,000,000 Class II-B Senior Notes Affirmed at 'AA-';
     --$18,000,000 Class III Mezzanine Notes Affirmed at 'BBB';
     --$9,500,000 Class IV-Mezzanine Notes Affirmed at 'BB-'.

TCW HIP II is a collateralized bond obligation managed by TCW
Asset Management Company. The CBO was issued December 5, 2001 and
is primarily comprised of high yield bonds. Fitch reviewed the
portfolio performance of TCW HIP II and discussed the current
state of the portfolio with the asset manager and their management
strategy going forward.

The TCW HIP II portfolio has experienced some deterioration in par
since its inception with a reduction in its overcollateralization
levels of approximately 3%. The transaction, however, has a
significant amount of excess spread after distributing scheduled
interest payments to noteholders thereby providing credit
enhancement to the structure.

Fitch conducted cash flow modeling under various default and
interest rate scenarios to measure the breakeven default rates.
These breakevens were compared to the minimum cumulative default
rates required for the rated liabilities over the transaction's
life. As a result of this analysis, Fitch determined that the
original ratings assigned to the notes still reflect the current
risk to noteholders.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


TRAVELERS PROPERTY: Reaches Asbestos-Related Suits Settlement
-------------------------------------------------------------
Travelers Property Casualty Corp. (NYSE: TAP.A, TAP.B) has
executed an agreement in principle with class action claimants in
all pending asbestos-related statutory direct actions.

These claimants alleged Travelers violated state insurance unfair
claim and trade practices statutes while handling asbestos claims.
The settlement, if it receives court approval, would fully resolve
all pending asbestos-related statutory direct actions against
Travelers, including Wise v. Travelers and Meninger v. Travelers.

This settlement would also bar all future asbestos-related
statutory direct actions against Travelers in West Virginia,
Massachusetts and other states in which Travelers believes
plaintiffs may try to bring such actions. The settlement also
provides that actions filed in Hawaii against Travelers, based on
similar allegations, would be dismissed with prejudice. The
proposed settlement is subject to a number of significant
contingencies, including, among others, negotiation of a
definitive settlement agreement and final court approval.

The settlement does not relate to so-called common-law asbestos-
related direct actions against Travelers, which allege a general
non-statutory duty to disclose to the public the hazards of
asbestos. A temporary restraining order issued in 2002 by the New
York federal bankruptcy court staying these cases has been
extended until March 2004, at which time Travelers' motion for a
permanent injunction will be considered. Favorable rulings were
recently received by other insurers in a number of these types of
cases pending in Texas.

"I'm pleased with the progress we continue to make in reducing our
asbestos-related exposures," said Robert I. Lipp, Chairman and
Chief Executive Officer. "This settlement is consistent with our
long history of seeking early favorable resolution of asbestos
disputes."

Travelers will fund the settlement from its unallocated asbestos
reserves and does not anticipate taking an earnings charge as a
result of this settlement. At the present time, terms of the
settlement are confidential under federal bankruptcy mediation
rules.

Travelers Property Casualty Corp. (NYSE: TAP.A and TAP.B) is a
leading provider of a wide range of insurance products. The
Company is the second largest writer of homeowners and auto
insurance through independent agents. Travelers is the third
largest commercial lines insurer, providing a broad range of
insurance products including workers' compensation, integrated
disability, property, liability, specialty lines, surety bonds,
inland/ocean marine, and boiler and machinery. For more
information on Travelers, see http://www.travelers.com  


UNIFI INC: S&P Cuts Ratings to B+ from BB with Negative Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit and senior unsecured debt ratings on Unifi Inc., a producer
of texturized nylon and polyester yarns, to 'B+' from 'BB'.
     
The outlook is negative. Greensboro, N.C.-based Unifi had about
$266 million of debt outstanding on Sept. 28, 2003.
     
"The downgrade is based on continued difficult operating
conditions and weakness in Unifi's end-use markets, which led to a
significant deterioration in operating results for the quarter
ended Sept. 28, 2003," said Standard & Poor's credit analyst Susan
H. Ding. Changing industry fundamentals, which include rising
foreign competition in the commodity polyester business and a
decreasing domestic-customer base, resulted in unit volume
declines as demand continues to contract.
     
Softness in Unifi's core businesses (the end-use customers in the
apparel, home furnishings, hosiery and automotive markets), which
account for a significant portion aggregate of revenues, has led
to pricing pressures and steady volume declines during the past
several years. Reduced utilization of assets has resulted in lower
margins and significant weakening of the firm's financial
measures.
     
The ratings on Unifi reflect the company's narrow business focus,
highly competitive market conditions, and fundamental changes in
industry dynamics that have hurt operating performance. These
factors are somewhat mitigated by the company's strong market
position and diverse end-use markets, as well as its moderate
financial profile.


UNITED AIRLINES: Court OKs Payment of Amendment Fees to Lenders
---------------------------------------------------------------
The United Airlines Debtors obtained approval from the U.S.
Bankruptcy Court for the Northern District of Illinois to enter
into a waiver and amendment to the Bank One DIP Facility and pay
amendment fees to the DIP Lenders.

As previously reported, the Debtors and the DIP Lenders amended
the DIP Credit Facilities to modify certain provisions and to
document waivers of alleged technical defaults.  Pursuant to the
Waivers and Amendments, the DIP Lenders consent to:

   (1) the Debtors' discontinuation or modification of service
       along any airline routes connected to the San
       Francisco/Taipei route by waiving corresponding alleged
       technical defaults;

   (2) the Debtors' restructuring of indebtedness to Export
       Development Canada;

   (3) UAL Corporation's transfer of its ownership interests in
       Orbitz, Inc., and Orbitz LLC to United;

   (4) United's sale of its interest in Orbitz;

   (5) the sale or other disposition of the Debtors' ownership
       interests in Hotwire, Inc.;

   (6) the capital contributions by UAL to United; and

   (7) the Deposit, assignment of fuel supply agreements, third-
       party sale agreements, sublease of infrastructure
       agreements and the transfer of historical pipeline
       capacity, as contemplated in the Jet Fuel Agreement with
       Morgan Stanley Capital Group.

The Debtors will pay fees to the Club DIP Lenders and Bank One to
complete the Waivers and Amendments, namely:

   (a) An amendment fee to the paying agent for each Club DIP
       Lender who signed the Waiver and Amendments, equal to
       1/10th of 1% of each Club DIP Lender's total commitment on
       October 10, 2003 -- with a total fee not to exceed
       $895,000;

   (b) An arrangement fee to JPMorgan Chase and Citicorp USA of
       $500,000 in the aggregate; and

   (c) $300,000 in amendment fees to Bank One. (United Airlines
       Bankruptcy News, Issue No. 31; Bankruptcy Creditors'
       Service, Inc., 215/945-7000)   


UNION ACCEPTANCE: $50 Million of Debts Won't Likely be Paid
-----------------------------------------------------------
Union Acceptance Corporation (Pink Sheets:UACA) released its
earnings for the nine months ended September 30, 2003, discussed
the resolution of its bankruptcy case, and outlined its current
operations.

                      Results of Operations
          for the Nine Months ended September 30, 2003

UAC reported net income of $9.3 million for the nine months ended
September 30, 2003. This net income was the result of a net
operating loss of $40.7 million combined with an extraordinary
gain of $50.0 million related to the reduction in the estimated
debt payments outlined in the plan of reorganization. Results
during this period included a charge of $43.7 million for the
revaluation of UAC's retained interest in its securitized assets.
The majority of the revaluation is related to the impact of the
higher than anticipated credit losses experienced by the portfolio
following the servicing transition to Systems and Services
Technologies, Inc., a subsidiary of JP Morgan Chase, Inc. In order
to value the retained interest, a weighted average net credit loss
assumption of 9.74% was used for the September 30, 2003 valuation,
verses the 8.95% assumption used at December 31, 2002.

At September 30, 2003 UAC's total portfolio was $1.2 billion
compared to $2.4 billion at December 31, 2002. The Chairman of the
Board and CEO John M. Eggemeyer stated, "While we have been
disappointed by the significant increase in losses the portfolio
has incurred over the losses projected, we are encouraged that the
trend in losses has shown improvement since the portfolio loss and
delinquency spike that occurred over the summer."

During the nine months ended September 30, 2003, UAC's expenses
included approximately $9.3 million directly related to its
bankruptcy case. These expenses include payments to professionals
as well as payments related to UAC's Employee Retention Program.
These expenses were partially offset by proceeds from the sale of
the servicing platform and servicing rights to SST for $8.0
million.

                      Bankruptcy Plan Update

As previously reported, on August 8, 2003, the U.S. Bankruptcy
Court for the Southern District of Indiana confirmed UAC's Second
Amended Plan of Reorganization. UAC emerged from bankruptcy on the
effective date of the Plan, September 8, 2003. The confirmed Plan
calls for the use of available cash resources and cash flows to be
released over time from the retained interest to repay creditors
in their order of priority. Holders of senior and senior
subordinated notes received new restructured notes reflecting
these rights. For convenience, holders of smaller unsecured claims
were entitled to elect a discounted repayment in exchange for
early payout. As a result of the above mentioned revaluation of
retained interest and the associated impact on future cash flows,
UAC has estimated that approximately $50.0 million of liabilities
confirmed in the Plan will not likely be paid. This estimated
reduction in the pre-bankruptcy liabilities has been classified as
an extraordinary item on the income statement.

The ultimate realization of the claims by UAC's creditors cannot
be accurately projected at this time because the payments to the
creditors are contingent on UAC's future cash flows. It should be
noted that, although UAC has positive equity, any future cash
flows from existing assets subject to the Plan in excess of
management's current estimate will be distributed to creditors
according to the Plan and will not likely be available to equity
holders. During the months of September, October, and November
2003, UAC distributed a total of $45.7 million under the
provisions of the confirmed bankruptcy plan. Of that total, $44.2
million represented principal and interest payments to senior debt
holders. After these distributions, the remaining principal
balance (excluding the impact of the extraordinary gain related to
management's estimate of approximately $50.0 million of
liabilities that may not be paid) of claims outstanding is $59.5
million, with $11.5 million of that amount being owed to holders
of senior debt. There have been no payments of principal or
interest on the subordinated debt.

As of October 31, 2003, UAC had approximately $1.1 million of
unrestricted cash on hand. UAC also has additional cash resources
escrowed for future operations and future payments under the Plan
of approximately $13.3 million. UAC's future cash flows include
potential distributions from the master trust account established
to capture cash flows from, and support the obligations of, UAC's
outstanding securitization trusts. Such future distributions, if
any, are contingent on the future performance of the portfolio.
Additional future sources of cash are proceeds from the principal
and interest payments from customers of UAC owned receivables,
collection of dealer reserves, and the collection of previously
charged off deficiency balance accounts.

                       Current Operations

As previously reported, effective April 18, 2003, UAC sold its
servicing rights to SST and in connection with this transaction,
the majority of the portfolio servicing activities were
transferred to SST. UAC has retained some functions related to
servicing the portfolio including the collection of dealer reserve
for charged off or prepaid receivables and overseeing the
management of third party collection agencies who are collecting
previously charged off deficiency balance accounts. UAC intends to
utilize the portion of collections from these activities not owed
to securitization trusts to help fund its current operations and
to pay its pre-bankruptcy obligations as required by the Plan. UAC
currently employs 9 full-time employees. President and CFO Mark R.
Ruh stated, "Unfortunately, the greater than expected credit
losses have severely impacted both the book value of equity
holders and anticipated recovery for creditors. However, we are
now attempting to improve this situation by implementing an
enhanced deficiency balance account collections process managed by
Trilogy Capital Management LLC of San Diego, California. We are
also evaluating opportunities for the Company to utilize its
significant accumulated net operating losses to regain value for
equity holders."

               UAC Securitization Corporation
          Series 2003-A Asset Backed Note Issuance

On October 8, 2003, UAC Securitization Corporation, in conjunction
with Wachovia Capital Markets, LLC and MBIA Insurance Corporation,
repurchased $126.6 million of receivables from seven outstanding
securitizations (1998-1, 1998-A, 1998-B, 1998-C, 1998-D, 1999-A,
1999-B) that were eligible for clean up calls. These receivables
were resecuritized through a $120.3 million asset backed note
issuance by UACSC (Series 2003-A). This transaction has reduced
UAC's cost of funds for these repurchased receivables by 253 basis
points. After the effective date of this transaction, these
receivables and associated debt will be reflected on UAC's balance
sheet. The associated future cash flows from these receivables
will be subject to substantially the same provisions as the
existing securitizations.

UACSC has also committed to repurchase receivables in the 1999-C
and 1999-D securitizations when these securitizations are eligible
for clean up and will issue additional asset backed notes that
will significantly reduce UAC's cost of funds for these
receivables. UAC intends to continue to pursue the repurchase of
additional securitizations when economically feasible.

    Asset Backed Securities Servicer Certificate Availability

Historically, the servicer certificates for UAC asset backed
securities were available on the UAC corporate website. However,
during the bankruptcy process, UAC shut down its Web site as a
cost saving measure. Servicer certificates are now available at
the JP Morgan Structured Finance Reporting Web site at
http://www.jpmorgan.com/sfr  


US AIRWAYS: Resolves Claims Dispute with Wachovia Bank, N.A.
------------------------------------------------------------
Wachovia Bank, N.A., formerly known as First Union National Bank,
in its capacity as the Equipment Trust Trustee filed Claim
Nos. 2262, 2265, 2266 and 2267 asserting claims, against the US
Airways Reorganized Debtors, in various amounts relating to four
Aircraft bearing registration Tail Nos. N444US, N438US, N439US and
N440US.  Wachovia filed the Proofs of Claim on November 1, 2002.

Wachovia also filed multiple other duplicative claims relating to
Tail Nos. N444US, N438US, N439US and N440US, including Claim
Nos. 2339, 2378, 2387, 2462, 2479, 2338, 2379, 2388, 2463, 2478,
2336, 2390, 2399, 2465, 2476, 2337, 2389, 2398, 2464 and 2477.  
On January 24, 2003, the Debtors objected to Wachovia's
Duplicative Claims.

To resolve their disputes over the Claims, the Reorganized
Debtors and Wachovia stipulate and agree that these claims are
allowed as general unsecured Class USAI-7 Claims:

             Claim No.        Tail No.        Amount
             ---------        --------        ------
                2265           N438US    $21,566,293
                2266           N439US     21,531,311
                2267           N440US     21,253,147
                2262           N444US     21,575,706

All other Claims relating to Tails Nos. N444US, N438US, N439US
and N440US are disallowed.  The Duplicative Claims are withdrawn.
(US Airways Bankruptcy News, Issue No. 42; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


WARRANTY GOLD: Brings-In Porter Rogers as Bankruptcy Counsel
------------------------------------------------------------
Warranty Gold, Ltd., is seeking permission from the U.S.
Bankruptcy Court for the Western District of Texas, Austin
Division to retain and employ Porter Rogers Dahlman & Gordon, P.C.
as counsel.

The professionals primarily designated to represent the Debtor
are:

     Lynn Hamilton Butler  Partner           $225 per hour
     Ken Odom              Associate         $150 per hour
     Tracy Wolf            Legal Assistant   $75 per hour

The Debtor expects Porter Rogers to provide:

     a) bankruptcy law advice with respect to the continued
        operation of Applicant's business and management of cash
        and property;

     b) assistance in the preparation of, on behalf of
        Applicant, necessary applications, notices, motions,
        answers, orders, reports, schedules, statement of
        affairs and other legal papers;

     c) assistance in the negotiation and formulation of a plan
        of reorganization and the preparation of a disclosure
        statement;

     c) assistance in preserving and protecting Applicant's
        estate; and

     d) all other legal services for Debtor which may be
        necessary or appropriate in administering this
        bankruptcy case.

To the best of Debtor's knowledge Porter Rogers has no adverse
connection or relationship with it, the creditors, or other
parties in interest in this case.

Headquartered in Austin, Texas, Warranty Gold, Ltd., sells
extended vehicle warranties Online. The Company filed for chapter
11 protection on November 11, 2003 (Bankr. W.D. Tex. Case No. 03-
15721).  Lynn H. Butler, Esq., at Porter Rogers Dahlman & Gordon
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed over
$10 million in estimated debts and assets.


WEIRTON STEEL: Liquidation Analysis Under Plan of Reorganization
----------------------------------------------------------------
In connection with its Weirton Steel Corporation's Amended
Disclosure Statement, Weirton prepared a liquidation analysis.  D.
Leonard Wise, Chief Executive Officer of Weirton Steel, reports
that the Liquidation Analysis is based on significant estimates
and assumptions that, although developed in Weirton's reasoned
business judgment, are, by their nature, subject to economic and
competitive contingencies and uncertainties that are largely
beyond Weirton's control.  The Liquidation Analysis is also
Weirton's best determination of the manner in which assets of its
bankruptcy estate are most appropriately liquidated, and a Chapter
7 trustee may not make the same liquidation determinations.  Thus,
there can be no guaranty or assurance that the values reflected in
the Liquidation Analysis would be realized if Weirton were, in
fact, to undergo a Chapter 7 liquidation.

The key uncertainties that exist with respect to the Liquidation
Analysis, and key assumptions made in conjunction therewith are:

   (1) The Liquidation Analysis assumes that the liquidation of
       Weirton's bankruptcy estate commences on or about
       December 31, 2003, and would be substantially completed
       within a 12-month period.  Weirton's assets would not be
       shut down immediately, but instead would be shut down in a
       safe and reasonable manner -- although it is not
       contemplated that the Chapter 7 trustee would undertake
       limited operations for the purpose of utilizing raw
       materials or completing work-in-process.

   (2) During the approximate 12-month liquidation period,
       corporate operations would cease with almost all positions
       phased out as soon as practicable.  Certain limited
       corporate personnel, like certain of those in the
       financial and management information systems areas, would
       be retained by the Chapter 7 trustee for the liquidation
       period in order to support the completion of an orderly
       liquidation.

   (3) After corporate winddown and likely disposition of leases
       and certain related property, plant and equipment of
       Weirton, it is assumed that the Chapter 7 trustee would
       liquidate all remaining miscellaneous assets in an orderly
       manner.

   (4) The winddown costs during the 12-month period are good
       faith best estimates by Weirton, and any deviation from
       this timeframe could materially affect winddown costs,
       claims proceeds from the liquidation of assets, and
       ultimately, the recovery to creditors.

   (5) There is a general risk in any liquidation of
       unanticipated events that could have a substantial impact
       on both projected receipts of proceeds from assets and
       disbursements to creditors.  These events include, but are
       not limited to, changes in steel pricing and raw materials
       costs, changes in general economic conditions,
       availability of skilled labor to execute the winddown and
       changes in the market value of Weirton's primary assets.

   (6) The issues of potential recoveries from Avoidance Actions
       and a bankruptcy claims reconciliation have not been
       addressed.

   (7) The book values of assets for the Liquidation Analysis are
       estimated book values as of August 30, 2003.  Accounts
       receivable are assumed to be collected on a best efforts
       basis, utilizing finished inventory in the possession of
       Weirton relating to account debtors as leverage to collect
       accounts receivable.  Finished goods will be sold and
       shipped to customers as soon as possible, and remaining
       inventory will be secured in a manner to prevent damage,
       and liquidated in an organized and timely manner.  All
       sales of inventory are assumed to take place on an "as-is-
       where-is" basis, and accordingly, the amount of scrap
       inventory could increase.

   (8) Property, plant and equipment includes the steel
       manufacturing and fabricating assets of Weirton, including
       all associated real property.  The steel manufacturing
       assets are anticipated to be sold within the 12-month
       liquidation period.  The estimated liquidation value of
       these assets is premised on the May 2003, 12-month net
       orderly liquidation analysis performed by Hilco Auction
       and Appraisal Services.

   (9) Costs associated with liquidation represent costs and
       expenses relating to asset preservation, idling expenses,
       environmental expenses, payroll and other various
       corporate functions during the winddown and liquidation
       period and Chapter 7 professional fees incurred, including
       but not limited to those associated with the appointment
       of a Chapter 7 trustee in accordance with Section 326 of
       the Bankruptcy Code.

  (10) The Postpetition Credit Agreement includes amounts due
       under the DIP Revolver and DIP Term Loans.  It is
       projected that as of December 31, 2003, Weirton will have
       $144,400,000 outstanding under the DIP Revolver.  Actual  
       amounts could vary from this estimate.  The DIP Term Loan
       is estimated to be $25,000,000 as of December 31, 2003.  
       Each of the DIP Revolver and DIP Term Loans are secured by
       first-priority liens and security interests in, inter
       alia, inventory, accounts receivable and the steelmaking
       assets of Weirton, and have been granted superpriority
       administrative status, subject to certain carve-outs for
       fees payable to the U.S. Trustee and professional fees.

  (11) JP Morgan Trust Company, N.A., as indenture trustee to the
       Secured 2002 Exchange Notes and HSBC as indenture trustee
       to the Secured Pollution Control Bonds each holds second
       priority, pari passu, liens and security interest in
       Weirton's Hot Strip Mill, Tin Mill and No. 9 Tandem Mill
       assets.  It is projected that Weirton will be obligated to
       the Secured 2002 Exchange Notes for $118,242,300 as of
       December 31, 2003 and will be obligated to the Secured
       Pollution Control Bonds for $27,348,000 as of December 31,
       2003.

  (12) Steelworks Community Federal Credit Union loaned Weirton
       $3,000,000 secured by a first priority lien and security
       interest in Weirton's general office, research and
       development facility and rolling stock.  The projected
       amount outstanding to Steelworks Community as of
       December 31, 2003 is $2,900,000.

  (13) Approximately five creditors have filed notices of
       mechanics' liens after the Petition Date in Brooke and
       Hancock Counties, West Virginia, as the case may be,
       totaling $2,200,000 plus accruing interest.  Weirton
       estimates that the allowed secured amount of the claims
       will be less than $1,000,000 plus accrued interest through
       the date on which the allowable mechanics' lien claims are
       paid.  It is expected that the mechanics' lien claimants
       will assert that their liens, if valid, have priority over
       that of the DIP Lenders.

                    Weirton Steel Corporation
                      Liquidation Analysis
                             Summary
                          (in millions)

Net Liquidation Proceeds Available for Distribution   $216.2

   Less: Superpriority Administrative Claims
         DIP Revolver                                  136.2
         DIP Term Loan                                  25.0
         DIP Revolver Exit Fee                           2.0
         DIP Fees and Expenses                           0.5
         DIP Term Loan Exit Fee                            -
         Carve-outs, Mechanics' Liens, LC's             10.0
                                                 -----------
Total Superpriority Claims                             173.7

         ESTIMATED PAYOUT OF SUPERPRIORITY CLAIMS (%)  100.0%
                                                 ===========

Proceeds Remaining for Distribution to
Secured & Administrative Claims                         42.5
   
   Less: Payout to Steelworks and Bondholders          (16.9)
                                                 -----------
Proceeds Remaining for Distribution to
Administrative Claims                                   25.6

   Less: Administrative claims
         Cure Costs                                        -
         Trade Accounts Payable                         40.0
         Accrued Employee Costs                         22.5
         Accrued Employee Taxes                            -
         Taxes Property & Other                          3.0
         Employee Separation Costs                         -
         Admin All Other                                 5.0
                                                 -----------
Total Administrative Claims                             70.5
   
         ESTIMATED PAYOUT OF ADMINISTRATIVE CLAIMS(%)   36.3%
                                                 ===========
(Weirton Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 215/945-7000)  


WESTAR: Sells Remainder of ONEOK Shares to Cantor Fitzgerald
------------------------------------------------------------
Westar Energy, Inc. (NYSE:WR) has agreed to sell all its remaining
shares in ONEOK, Inc., (NYSE:OKE) stock to Cantor Fitzgerald & Co.

The sale includes approximately 13.4 million shares of Series D
Non-Cumulative Convertible Preferred Stock to be converted into
shares of ONEOK common stock and approximately 283,000 shares of
ONEOK common stock. Westar Energy is to receive a price of $19.15
per share, which represents a discount to ONEOK's November 20
opening price of 2.7%. The sale will produce approximately $262
million in gross proceeds and is expected to close Tuesday,
November 25.

Westar Energy will use the net proceeds of the sale to reduce its
debt.

"With this transaction, we have reached another important
milestone in our Debt Reduction and Restructuring Plan and we are
pleased to have done so ahead of schedule," said Mark Ruelle,
executive vice president and chief financial officer. "We continue
to focus on our goal of returning to a pure, Kansas electric
utility."

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


WESTCHESTER-ELLENVILLE: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Westchester-Ellenville Hospital, Inc.
        Route 209, 51 Shoprite Blvd.
        Ellenville, New York 12428
        dba Ellenville Regional Hospital

Bankruptcy Case No.: 03-17736

Type of Business: Hospital

Chapter 11 Petition Date: November 20, 2003

Court: Northern District of New York (Albany)

Judge: Robert E. Littlefield Jr.

Debtor's Counsel: Margaret M. Cangilos-Ruiz, Esq.
                  Whiteman, Osterman & Hanna
                  One Commerce Plaza
                  Albany, NY 12260
                  Tel: 518-487-7600

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million


WEYERHAEUSER: Pending Grand Cache Facility Closure Affects Town
---------------------------------------------------------------
An emotionally charged crowd of concerned citizens flooded into
the Grande Cache high school gymnasium Sunday afternoon, as they
looked for a glimmer of hope in their collective economic future.

In a concerted effort to stave off what has been described as
possible "economic disaster," Grande Cache Town Council hosted a
Town Hall Meeting, Sunday, November 23rd at 1:30 pm in the Hoppe
Avenue school.

Following announcement of the pending closure of Weyerhaeuser's
Grand Cache operation, the town's largest employer, the future of
this town of 3,800 residents looks bleak. This closure, scheduled
for February 8th, 2004, comes all too shortly on the heels of the
March 2000 bankruptcy of Smoky River Coal, Grande Cache's previous
leader in employment. This leaves Grande Cache Institution, a
federal minimum security prison, as the only major employer of
town people.

"This is an absolutely devastating blow to a community that has
received more than its fair share of hardships and challenges,"
wrote Louise Krewusik, deputy mayor, in an open letter. "The
ripple effect of this decision will be felt by all residents in
all segments of our community. We are all impacted by this
crisis."

Town officials have been working tirelessly seeking answers,
ideas, and any other pieces of valuable information that might
give them some direction for the future of their scenic mountain
locale. Consultation has taken place with various stakeholder
groups and political representatives at the local, regional and
provincial levels. And now it is the townspeople that are being
asked for their input into the crisis, and who will have an
opportunity to hear what has developed from the efforts of their
municipal leaders to date.

Weyerhaeuser Company (Fitch, BB+ Senior Unsecured Long-Term
Ratings, Stable Outlook), one of the world's largest integrated
forest products companies, was incorporated in 1900.  In 2002,
sales were Cdn$29.1 billion (US$18.5 billion).  It has offices or
operations in 18 countries, with customers worldwide. Weyerhaeuser
is principally engaged in the growing and harvesting of timber;
the manufacture, distribution and sale of forest products; and
real estate construction, development and related activities.
Weyerhaeuser Company Limited, a wholly owned subsidiary, has
Exchangeable Shares listed on the Toronto Stock Exchange under the
symbol WYL.

Additional information about Weyerhaeuser's businesses, products
and practices is available at http://www.weyerhaeuser.com


WINSTAR: Ch. 7 Trustee Hires Kovach & Farling as Ohio Counsel
-------------------------------------------------------------
On the Petition Date, the Winstar Communications Debtors commenced
an adversary proceeding against Lucent Technologies Inc.  In
connection with the Adversary Proceeding, Chapter 7 Trustee
Christine C. Schubert served a subpoena on a non-party witness,
Deborah Harris, who currently resides in Cleveland, Ohio.  Ms.
Harris is believed to have significant knowledge concerning the
claims set forth in the Trustee's Complaint.

Before Ms. Harris' September 19, 2003 deposition schedule, her
counsel contacted Herrick, Feinstein, L.P. -- the special
litigation counsel for the Trustee in connection with the
Adversary Proceeding -- and advised that the date was not
convenient.  Ms. Harris agreed that she would either be deposed
or she would file a motion to quash on or before October 6, 2003.  
Accordingly, Ms. Harris sought to quash the subpoena and filed an
action before the U.S. District Court for the Northern District
of Ohio for that purpose.

Against this backdrop, the Trustee needs to retain counsel
admitted to practice in the Northern District of Ohio so as to
oppose Ms. Harris' Motion to Quash.

By this application, the Trustee sought and obtained the Court's
authority to employ Kovach & Farling as special counsel, nunc pro
tunc to October 13, 2003, for the limited purpose of opposing the
Motion to Quash.  The Trustee selects Kovach & Farling based on
its familiarity and experience with respect to matters relating
to local custom and practice as well as general litigation in
Ohio.  Kovach & Farling has the necessary expertise regarding
practice before courts in the Northern District of Ohio and to
oppose the Motion to Quash.

Kovach & Farling will render necessary services in connection
with the Motion to Quash, including:

     (i) filing the appropriate opposition papers to the Motion
         to Quash;

    (ii) making court appearances on the Trustee's behalf and
         advocating the Trustee's position against the Motion
         to Quash; and

   (iii) performing other services as the Trustee will require
         in connection with the Motion to Quash.

Kovach & Farling will be compensated according to the current
standard hourly rates of the attorneys presently designated to
represent the Trustee:

         Thomas G. Kovach                $225
         Harold E. Farling                225

Kovach & Farling will also be reimbursed for actual and necessary
expenses incurred.

Thomas G. Kovach, President of Kovach & Farling, assures the
Court that none of the firm's members or associates holds or
represents any interest adverse to the Debtors' estates.  Neither
the firm nor its members or associates:

   1. are creditors of the Debtors' estates;

   2. are direct or indirect equity security holder of the
      Debtors;

   3. are or have been officers, directors or employees of the
      Debtors, or "insiders" of the Debtors, as that term is
      defined in Section 101(31) of the Bankruptcy Code;

   4. are or have been investment bankers for any security of
      the Debtors, or attorneys for an investment banker in
      connection with the offer, sale, or issuance of a
      security, or a director, officer or employee of an       
      investment banker for any security;

   5. presently represent a creditor or equity security holder
      of the Debtors, or a person otherwise adverse or
      potentially adverse to the Debtors' estates, on any matter
      that is related to the Debtors' estates;

   6. have any connection with the Debtors, their creditors, the
      Office of the U.S. Trustee or any employee of that office,
      or any other parties-in-interest; or

   7. have any other interest, direct or indirect, which may
      affect or be affected by the proposed representation.
      (Winstar Bankruptcy News, Issue No. 50; Bankruptcy
      Creditors' Service, Inc., 215/945-7000)   


WORLDCOM INC: Court Approves Sale of Claim to LY Acquisition
------------------------------------------------------------
The Worldcom Debtors are parties to several prepetition contracts
with Lightyear Communications, Inc. and certain of its affiliates.  
Pursuant to these Agreements, Lightyear purchases certain
telecommunications services from the Debtors.

In April 2002, Lightyear filed for Chapter 11 petition before the
U.S. Bankruptcy Court for the Western District of Kentucky.  The
Debtors timely filed proofs of claim in Lightyear's bankruptcy
cases, one of which is a secured claim for $48,361,251.

Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in
Houston, Texas, relates that the WorldCom Claim is secured by a
lien and security interest in substantially all of Lightyear's
assets.  However, the Debtors' security interest is secondary to
the security interest of a first lienholder.

Lightyear entered into an asset purchase agreement to sell
substantially all of its assets to LY Acquisition, LLC for
$33,500,000 subject to higher and better offers.  An auction was
scheduled in furtherance of the sale of the Lightyear Assets.

Since LY Acquisition made a $33,500,000 Stalking Horse Bid for
the assets, which is partially comprised of $17,000,000 for the
assumption of unpaid postpetition trade debt and $14,000,000 for
payment of the balance owed to the Senior Lienholder, the Debtors
anticipate that if LY Acquisition is the successful bidder at the
Lightyear Auction, they will realize some recovery on their
claim.  Absent the consummation of the Lightyear Auction with
either LY Acquisition or another party prevailing as the
successful bidder, the Debtors may not recover any amount on
their Claim due to the potential liquidation of the Lightyear
entities.
  
While the Debtors are one of the largest creditors in the
Lightyear Bankruptcy cases, Mr. Perez says that Lightyear's
financial future is uncertain.  Lightyear is unlikely to make
significant distributions to prepetition creditors.  Accordingly,
to obtain a higher recovery for their claim, the Debtors decided
to sell and assign their Claim to LY Acquisition.

The salient terms of the Debtors and LY Acquisition's Claim
Purchase Agreement are:

A. LY Acquisition will pay the Debtors $2,500,000 in cash by wire  
   transfer according to the Debtors' instructions;

B. In the event that a final and non-appealable order is entered
   denying the assignment of the Debtors' Claim to LY Acquisition
   or the failure of the Court in either the Lightyear Bankruptcy
   Cases or the Debtors' Bankruptcy Cases to approve of the
   substitution of LY Acquisition for the Debtors as the owner of
   the WorldCom Claim, the Debtors will immediately repay, upon
   LY Acquisition's demand, the $2,500,000 payment for the
   WorldCom Claim, in cash, plus 4.5% interest per annum from the
   date of execution of the Claim Purchase Agreement, to the date
   of the repayment.  LY Acquisition may also exercise the Refund
   Option if:

   -- the Debtors default under the terms of the Claim Purchase
      Agreement; and

   -- the Lightyear Auction does not occur by reason of an event
      or occurrence not within the reasonable control of LY
      Acquisition or its agents;

C. If LY Acquisition ultimately succeeds in purchasing the
   Lightyear Assets, Lightyear will assign the Agreements, as
   amended or modified, to LY  Acquisition.  Upon the transfer of
   the Lightyear Assets to LY Acquisition, LY Acquisition will be
   bound by the terms and obligations of the Agreements.  
   However, if LY Acquisition does not purchase the Lightyear   
   Assets, Lightyear will, pursuant to a separate agreement with
   the Debtors, assume and assign the Agreements to the purchaser
   of the Lightyear Assets;

D. The Debtors consent to LY Acquisition's right, as the new
   owner of the WorldCom Claim, to credit bid, within the meaning
   of Section 363(k) of the Bankruptcy Code, all or a portion of
   the WorldCom Claim against the purchase price for the
   Lightyear Assets.  If another offer exceeds LY Acquisition's
   Bid, then after the closing of the sale to that successful
   bidder and within 10 days of LY Acquisition's receipt of a
   portion of the proceeds from the Lightyear Auction in
   satisfaction of all or any portion of the WorldCom Claim, LY
   Acquisition will pay to the Debtors 90% of the difference
   between the Successful Bid and the LY Acquisition Stalking
   Horse Bid.  Before disbursing the Excess Purchase Price to the
   Debtors, LY Acquisition will be entitled to deduct from the
   Excess Purchase Price the cash portion of the Purchase Price
   in accordance with its exercise of the Refund Option; and

E. As of the closing of the sale of the WorldCom Claim to LY
   Acquisition, LY Acquisition will have authorized the issuance
   of the Warrant to the Debtors to purchase a fully paid and
   non-assessable membership interest in LY Acquisition, which
   will entitle the Debtors, upon the exercise of the Warrant, to
   acquire an equity interest representing 10% of LY
   Acquisition's outstanding equity interests.  The aggregate
   price for all equity interests issued to the Debtors under the
   Warrant will be $1.  The Debtors will have the right to
   exercise the Warrant during the period commencing as of three
   years after the date upon which the Lightyear Assets are
   transferred to LY Acquisition and ending five years from the
   date of the transfer.

To maximize the value of their Claim, the Debtors contacted
certain parties interested in bidding on the Lightyear Assets to
determine if they might be interested in purchasing the Claim.

However, no higher bids were submitted.  No auction took place.  
The Court ruled that LY Acquisition is the successful bidder for
the WorldCom Claim.  The Court approved the Claim Purchase
Agreement and authorized the Debtors to perform all of their
obligations under the Claim Purchase Agreement and to execute
other documents and take actions as are necessary or appropriate
to effectuate the Claim Purchase Agreement.

On October 29, 2003, the Texas Court also approved the sale of
Lightyear's assets to LY Acquisition. (Worldcom Bankruptcy News,
Issue No. 43; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


W.R. GRACE: Judge Wolin Stays Asbestos-Related Matters in Cases
---------------------------------------------------------------
On October 15, 2003, two bank debt holders in Owens Corning's
on-going Chapter 11 cases filed a motion to recuse Judge Wolin
from further participation in Owens Corning's cases.  Kensington
International Limited and Springfield Associates LLC alleged that
they recently obtained information, which raises reasonable and
material questions about the impartiality of Judge Wolin, who
oversees Owens Corning's asbestos-related proceedings.

Kensington and Springfield's counsel, David L. Finger, Esq., at
Finger & Slanina, PA, in Wilmington, Delaware, explained that
Messrs. David R. Gross and C. Judson Hamlin, two "consultants"
appointed by Judge Wolin to participate in the administration of
Owens Corning's cases, are not disinterested.  According to Mr.
Finger, Messrs. Gross and Hamlin and their law firms spent
hundreds of hours during the last 22 months advising Judge Wolin
as to critical issues and proceedings in Owens Corning's cases.  
During this entire time, however, Messrs. Gross and Hamlin and
their law firms also have been actively representing, and
continue to represent, the interests of future asbestos
claimholders in another major and highly-contested asbestos
bankruptcy case pending in the Third Circuit -- that of G-I
Holdings Inc., formerly known as GAF Corporation, and its
affiliates.  Hence, Messrs. Gross and Hamlin are not "neutral
advisors" to Judge Wolin, but are instead "partisan advocates."

                 W.R. Grace Creditors Want
                 Judge Wolin to Step Aside

W.R. Grace & Co. creditors, Deutsche Bank Trust Co., D.K.
Acquisition Partners LP and Fernwood Associates LP, filed a
motion in Grace's bankruptcy proceedings asking Judge Wolin to
step down.

On November 3, 2003, the U.S. Court of Appeals for the Third
Circuit stayed all proceedings relating to the recusal motion.
The Third Circuit set a briefing schedule governing the Petition
for a Writ of Mandamus propounded by Kensington and Springfield
before the Court of Appeals.  The Third Circuit will decide on
the Petition for Mandamus by November 21, 2003.

In his defense, Judge Wolin tells the Third Circuit that he
appointed Messrs. John E. Keefe, William A. Drier, Francis E.
McGovern, Hamlin and Gross to their posts because they are the
best qualified people to serve as court-appointed advisors, and
because they bring scores of years of collective experience
dealing with asbestos-related disease claims and resolutions of
mass tort bankruptcy cases.  No party, Judge Wolin notes, has
objected to these five gentlemen in the past 22 months, nor has
any objection been filed to any of their fee applications.

In view of the recent turn of events, Judge Wolin deems it best
to stay all asbestos-related and plan-related proceedings in
Grace's cases.  Judge Wolin adjourns any hearing or other
proceeding presently scheduled before the Grace Court sine die.
The District Court's participation in any matter in those cases
is stayed pending further Court order.  Judge Wolin, however,
clarifies that the Stay Order will not affect any proceeding
scheduled to go forward before the Grace bankruptcy court except
to the extent the District Court was scheduled to sit jointly
with the Bankruptcy Judge on any matter.

Judge Wolin oversees the asbestos-related proceedings of Grace,
Federal-Mogul Global Inc., Armstrong World Industries Inc., Owens
Corning and USG Corporation.  This includes future and present
asbestos claims, valuation and litigation analysis, co-defendant
asbestos issues, Section 524(g) trust and trust distribution
provisions, asbestos automatic stay matters and asbestos bar date
matters. (W.R. Grace Bankruptcy News, Issue No. 49; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


* Cendrowski Selecky Brings-In Bankruptcy Expert, John F. Dery
--------------------------------------------------------------
John F. Dery has joined Cendrowski Selecky PC, a professional firm
providing tax and operational counsel to businesses, including
fraud deterrence, fraud remediation and litigation support, and
business valuation services.

Dery has over 25 years experience in fraud, bankruptcy, and
valuation-related work, and is a certified public accountant
(CPA), a certified fraud examiner (CFA) and a certified insolvency
and restructuring advisor (CIRA). Previously, Dery was a director
of forensic services for Doreen Mayhew.

"This move strengthens Cendrowski Selecky's position as a leader
in fraud deterrence and remediation services and will allow us to
continue to develop and deliver innovative solutions to issues
facing all businesses today," said Harry Cendrowski, the company's
president.

The senior management team averages over twenty years of
experience, holds many professional designations including five
certified fraud examiners, and includes the only tow certified
fraud deterrence analysts in the Midwest.

Cendrowski Selecky PC recently developed the training materials
for the five-day class supporting the new Certified Fraud
Deterrence Analyst (CFD) designation, and licenses these materials
to the National Association of Certified Valuation Analysts
(NACVA).

Cendrowski Selecky PC, founded in 1983 and celebrating it's 20th
anniversary this year, provides innovative and responsive tax and
operational recommendations to large, diverse organizations as
well as private business owners. Additional information is
available at http://www.cendsel.com


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Alliance Imaging        AIQ         (39)         683       43
Akamai Technologies     AKAM       (168)         230       60
Alaris Medical          AMI         (32)         586      173
Amazon.com              AMZN     (1,353)       1,990      550
Aphton Corp             APHT        (11)          16       (5)
Arbitron Inc.           ARB        (100)         156       (2)
Alliance Resource       ARLP        (46)         288      (16)
Atari Inc.              ATAR        (97)         232      (92)
Actuant Corp            ATU          (7)         361       31
Avon Products           AVP         (91)       3,327       73
Saul Centers Inc.       BFS         (13)         389      N.A.
Blount International    BLT        (369)         428       91
Cincinnati Bell         CBB      (2,104)       1,467     (327)
Cubist Pharmaceuticals  CBST         (7)         221      131
Choice Hotels           CHH        (114)         314      (37)
Columbia Laboratories   COB          (8)          13        5
Caraco Pharm Labs       CPD         (20)          20       (2)
Centennial Comm         CYCL       (579)       1,447      (98)
Echostar Comm           DISH     (1,206)       6,210    1,674
D&B Corp                DNB         (19)       1,528     (104)
WR Grace & Co.          GRA        (222)       2,687      587
Graftech International  GTI        (351)         859      108
Hexcel Corp             HXL        (127)         708     (531)
Integrated Alarm        IASG        (11)          46       (8)
Imax Corporation        IMAX       (104)         243       31
Imclone Systems         IMCL       (186)         484      139
Inkine Pharm            INKP         (6)          14        5
Gartner Inc.            IT          (29)         827        1
Journal Register        JRC          (4)         702      (20)
KCS Energy              KCS         (30)         268      (16)
Kos Pharmaceuticals     KOSP        (75)          69      (55)
Lodgenet Entertainment  LNET       (101)         298       (5)
Level 3 Comm Inc.       LVLT       (240)       8,963      581
Memberworks Inc.        MBRS        (21)         281     (100)
Moody's Corp.           MCO        (327)         631     (190)
McDermott International MDR        (417)       1,278      154
McMoRan Exploration     MMR         (31)          72        5
Maguire Properti        MPG        (159)         622      N.A.
Nuvelo Inc.             NUVO         (4)          27       21
MicroStrategy           MSTR        (34)          80        7
Northwest Airlines      NWAC     (1,483)      13,289     (762)
ON Semiconductor        ONNN       (525)       1,243      195
Petco Animal            PETC        (11)         555      113
Primus Telecomm         PRTL       (168)         724       65
Per-Se Tech Inc.        PSTI        (39)         209       32
Qwest Communications    Q        (2,830)      29,345     (475)
Rite Aid Corp           RAD         (93)       6,133    1,676
Ribapharm Inc           RNA        (363)         199       92
Sepracor Inc            SEPR       (392)         727      413
Sigmatel Inc.           SGTL         (4)          18       (1)
St. John Knits Int'l    SJKI        (76)         236       86
I-Stat Corporation      STAT          0           64       33
Syntroleum Corp.        SYNM         (1)          47       14
Town and Country Trust  TCT          (2)         504      N.A.
Tenneco Automotive      TEN         (75)       2,504      (50)
Thermadyne Holdings     THMD       (665)         297      139
TiVo Inc.               TIVO        (25)          82        1
Triton PCS Holdings     TPC         (60)       1,618      173
UnitedGlobalCom         UCOMA    (3,040)       5,931   (6,287)
United Defense I        UDI         (30)       1,454      (27)
Ultimate Software       ULTI         (7)          31      (10)
UST Inc.                UST         (47)       2,765      829
Valassis Comm.          VCI         (33)         386       80
Valence Tech            VLNC        (17)          36        4
Ventas Inc.             VTR         (54)         895      N.A.
Warnaco Group           WRNC     (1,856)         948      471
Western Wireless        WWCA       (464)       2,399     (120)
Xoma Ltd.               XOMA        (11)          72       30

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR, is
provided by DebtTraders in New York. DebtTraders is a specialist
in global high yield securities, providing clients unparalleled
services in the identification, assessment, and sourcing of
attractive high yield debt investments. For more information on
institutional services, contact Scott Johnson at 1-212-247-5300.
To view our research and find out about private client accounts,
contact Peter Fitzpatrick at 1-212-247-3800. Real-time pricing
available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Bernadette C. de Roda, Donnabel C. Salcedo, Ronald P.
Villavelez and Peter A. Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***