TCR_Public/031203.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, December 3, 2003, Vol. 7, No. 239   

                          Headlines

3D SYSTEMS: Completes $20.6MM 6% Conv. Sub. Debentures Offering
ADF GROUP: Reduces Workforce by 127 Under Restructuring Plan
AIR CANADA: CIBC Airs Objections to Approval of AMEX Card Pacts
AIR CANADA: Commences Service Expansion to Latin & South America
AIRGAS INC: Acquires Safety West Assets and Operations

AIRTRAN AIRWAYS: November 2003 Traffic Slides-Up 30.3%
ALESTRA: S&P Withdraws Default-Level Rating at Company's Request
AMERCO: Classification & Treatment of Claims Under Amended Plan
AMERICAN AIRLINES: November 2003 Traffic Up by 3% Year-Over-Year
ANC RENTAL: Seeks Court Nod to Tap Stevens & Lee as Counsel

AVADO BRANDS: S&P Drops Credit & Senior Unsec. Debt Ratings to D
AVADO BRANDS: Will Use Grace Periods for Note Debt Service
AVADO BRANDS: Hires Ted Burr from AlixPartners as New CRO
BANC OF AMERICA: Fitch Takes Rating Actions on Ser. 2003-9 Notes
BANANA TREE: Case Summary & 20 Largest Unsecured Creditors

BEVERLY ENT.: Sells 21 Skilled Nursing Facilities in Western US
BMC INDUSTRIES: John W. Castro Steps-Down from Company's Board
BULL RUN CORP: August 31 Net Capital Deficit Widens to $27 Mill.
CENTENNIAL COMMS: Will Publish Second-Quarter Results on Dec. 17
CHESAPEAKE ENERGY: Commences Exchange Offer for 8-1/8% Sr. Notes

CINCINNATI BELL: J. Taylor Crandall Resigns from Company's Board
CITICORP MORTGAGE: Fitch Affirms Junk Ratings on 2 Class B Notes
CITIGROUP MORTGAGE: Fitch Rates Two Cert. Classes at Low-B Level
CKE RESTAURANTS: Will Publish Third-Quarter Results on Dec. 10
CONSOL ENERGY: Expects Losses for 2003 due to Lower Coal Sales

CONTINENTAL AIRLINES: Reports 8.7% Traffic Increase for November
COTT CORP.: Market Regulation Services Halts Trading of Shares
DEVINE ENTERTAINMENT: Reports Reduced Losses for Third Quarter
DIMENSIONS HEALTH: Fitch Monitors Co. After Recent Audit Default
DOW CORNING: Ups Manufacturing Capacity to Serve Asia Market

ELECTROHOME: Closes Sale of Ontario Facility to Christie Digital
ENRON CORP: Moves to Auction-Off Corporate Headquarters Building
ENRON CORP: Asks Court to Disallow & Expunge 746 Piedras Claims
EXIDE: Solicitation Exclusivity Intact Until December 18, 2003
GEMCO WARE: Lifetime Hoan Acquires Assets of Glassware Provider

GENESIS HEALTH: Closes Spin-Off and Changes Name to NeighborCare
GIANT INDUSTRIES: Will Present at Friedman Billings Conference
GOODYEAR TIRE: Names Robert A. Novotny VP of Global Engineering
GULFMARK: S&P Affirms Low-B Rating & Revises Outlook to Negative
HANOVER DIRECT: Consummates Recapitalization Initiatives

HAWAIIAN AIRLINES: Trustee Sues Former CEO to Recover $28 Mill.
HAYES LEMMERZ: Completes Exchange Offer for 10-1/2% Senior Notes
HAYES LEMMERZ: Commences Trading on Nasdaq NM Under HAYZ Symbol
HELLER FIN'L: Fitch Affirms Ratings on Series 2000-PH1 Notes
HIGHWOODS PROPERTIES: Refinances $246.5-Million of Public Debt

HOST MARRIOTT: Closes Sale of Jacksonville Hotel for $17 Million
IMPERIAL PLASTECH: TSX Extends Continued Listing Review to 31st
INTEGRATED HEALTH: Court Declares HQ Transfer Protective Order
INTERNATIONAL STEEL: Launches IPO of 15M Common Stock Shares
INTERNATIONAL WIRE: Commences Negotiations with Ad Hoc Committee

ISLE OF CAPRI: Acquires Two-Thirds Interest in Blue Chip Casinos
KAISER ALUMINUM: Seeks Okay for Parcels 2A & 2B Bidding Protocol
KMART CORP: Court Adjusts Data Claim Amounts with Use of Program
KMART CORP: Hires Chief Apparel and Chief Financial Officers
KOREA CHOSUN: Case Summary & 30 Largest Unsecured Creditors

LA QUINTA CORP: Board Declares Dividend on 9% Preferred Shares
LEVEL 3: CEO Crowe Urges FCC Restraint on VOIP Access Charges
MARSH SUPERMARKETS: Weak Sales Prompt S&P to Cut Rating to B+
MIRANT: City of Zeeland Asks Court to Compel Contract Decision
MISSISSIPPI CHEM.: Inks Pact to Sell Potash Assets to Intrepid

MOTOR COACH: S&P Keeps Low-B/Junk Ratings on Watch Negative
NOMURA ASSET: S&P Affirms & Keeps BB Class B-1 Rating on Watch
NORSKECANADA: Completes Acquisition of De-Inking Plant for $58M+
OMNICARE INC: Names Barbara J. Zarowitz VP & Chief Clinical Off.
PETROLEUM GEO-SERVICES: Will Make Cash Distributions by Year-End

PG&E NATIONAL: Court Fixes January 9, 2004 as Claims Bar Date
PILLOWTEX: Court Enjoins Utility Cos. from Refusing Service
PLAINTREE SYSTEMS: Meets TSX Continued Listing Requirements
PRIMUS CANADA: Acquires MIPPS, an Ontario-Based Wireless ISP
RESPONSE BIOMEDICAL: ADAPCO Gets Right to Market RAMP(R) Product

ROBOTIC VISION: Undertakes 1-For-5 Reverse Stock Split
ROBOTIC VISION: Completes New $13 Million Credit Facility
SLATER STEEL: Canadian Court Extends CCAA Stay until January 30
SLOCC PRINTERS: Case Summary & 11 Largest Unsecured Creditors
SOUTHWALL TECH.: Extends Letter Agreement with Needham & Company

SPECIALTY FOODS: Confirms Appointment of BDO Dunwoody as Auditor
TENET HEALTHCARE: Completes Sale of Four Hospitals in Arkansas
TIMKEN CO.: W.J. Timken Will Retire as Company's Vice-President
TUCSON ELECTRIC: Fitch Affirms BB+ Secured Debt Ratings
TV AZTECA: Fitch Rates $125 Million Senior Unsecured Notes at B+

TYCO INT'L GROUP: S&P Rates Planned $2.5B Bank Facility at BBB-
WABASH NATIONAL: Will Redeem Series B 6% Cumulative Preferreds
WACKENHUT CORRECTIONS: Changes Company Name to The GEO Group Inc
WESTWIND GROUP: Case Summary & 20 Largest Unsecured Creditors
WHITE FOODS GROUP: Case Summary & 20 Largest Unsecured Creditors

WORLD HEART: Completes Financial Restructuring Transactions
WORLDGATE COMMS: Selling 1.4 Million Shares in Private Placement
WR GRACE: Royal Indemnity Seeks Nod to File Late Proof of Claim
YPG HOLDINGS: S&P Ups Credit & Debt Ratings to Investment Grade

* John J. Jerome Joins Saul Ewing's National Bankruptcy Practice
* Expert Sees 6,000 Canadian Consumer Holiday Bankruptcies

* Meetings, Conferences and Seminars

                          *********

3D SYSTEMS: Completes $20.6MM 6% Conv. Sub. Debentures Offering
---------------------------------------------------------------
3D Systems Corp. (Nasdaq:TDSC) has privately placed $20,659,000
million of 6% convertible subordinated debentures that mature on
November 30, 2013.

The debentures are convertible into shares of the Company's common
stock at $10.18 per share, which represents an 18% premium to the
fair market value at the time of their original issuance. The
Company used a portion of the net proceeds to repay the
outstanding balance owed under its credit facility with U.S. Bank
and intends to use the remainder of the net proceeds for working
capital purposes.

The Debentures have not been registered under the Securities Act
of 1933, as amended, and neither the Debentures, nor the common
stock into which the Debentures are convertible, may be offered or
sold in the United States absent registration under, or an
applicable exemption from the registration requirements of, the
Securities Act.

                         *    *    *

                   Going Concern Uncertainty

The Company's condensed consolidated financial statements have
been prepared assuming the Company will continue as a going
concern. The Company incurred operating losses totaling $14.4
million and $21.4 million for the nine months ended September 26,
2003 and the year ended December 31, 2002, respectively. In
addition, the Company had a working capital deficit of $4.4
million and an accumulated deficit in earnings of $35.8 million at
September 26, 2003. These factors among others raise substantial
doubt about the Company's ability to continue as a going concern.

Management's plans include raising additional working capital
through debt or equity financing. In May 2003, the Company sold
approximately 2.6 million shares of its Series B Convertible
Preferred Stock for aggregate consideration of $15.8 million and
the Company repaid $9.6 million of the U.S. Bank term loan balance
with a portion of the net proceeds.

Management intends to obtain debt financing to replace the U.S.
Bank financing, and in July 2003, management accepted a proposal
from Congress Financial, a subsidiary of Wachovia, to provide a
secured revolving credit facility of up to $20.0 million, subject
to its completion of due diligence to its satisfaction and other
conditions. In October 2003, Congress determined not to extend a
commitment of financing to the Company. In October 2003,
management accepted a proposal from Silicon Valley Bank to provide
a revolving line of credit up to $12.0 million. In October 2003,
Silicon Valley Bank preliminarily approved this credit facility.
Any credit facility will be subject to completion by Silicon of
its due diligence and other customary closing conditions.

Management continues to pursue alternative financing sources.
Additionally, management intends to pursue a program to improve
its operating performance and to continue cost saving programs.
However, there is no assurance that the Company will succeed in
accomplishing any or all of these initiatives.


ADF GROUP: Reduces Workforce by 127 Under Restructuring Plan
------------------------------------------------------------
ADF GROUP INC. (ticker symbol: DRX /TSX) announces that due to the
persistent difficult market conditions prevailing in the steel
superstructures sector, and according to its restructuring
program, the Company reduced its workforce by 127 employees at
its Terrebonne facilities.

Moreover, as announced at the Company's Annual General
Shareholders Meeting on July 31, 2003, the Company closed its
fabrication plant, ADF Heavy Industries located in Lachine,
Quebec, in mid-November 2003. At the time of the closing of the
plant, more than a hundred persons worked at ADF Heavy Industries.

These measures will generate savings of more than $ 15 million on
an annual basis.

"We are going through one of the most difficult period of the
steel history and the decision that we must make are just as
difficult. We want to underline the professional work done by each
and everyone. They participated to very large-scale projects. We
want thank them personally for their sustained efforts and for the
quality of their work" concluded Jean Paschini, chairman of the
board and chief executive officer.

ADF Group Inc. is a North American leader in the design,
engineering, fabrication and erection of complex steel
superstructures, as well as in architectural metal work. ADF is
one of the few players in the industry capable of handling highly
technically complex megaprojects on fast-track schedules in the
commercial, institutional, industrial and public sectors.

For more information about ADF Group or to join the Company's
mailing list: http://www.adfgroup.com

In the company's July 31, 2003, balance sheet, current debts
exceeded its current assets by about $50 million.


AIR CANADA: CIBC Airs Objections to Approval of AMEX Card Pacts
---------------------------------------------------------------
To support their case, the Air Canada Applicants assert that the
Amex Agreements are consistent with the Window in the exclusivity
provisions and with the commercial purpose of their New Aerogold
Agreement with Canadian Imperial Bank of Commerce.  CIBC has
opposed approval of the Amex Agreements on the basis that certain
contract provisions potentially conflict with the New Aerogold
Agreement.

Karen S. Park, Esq., at Stikeman Elliot LLP, in Toronto, Ontario,
tells Mr. Justice Farley that the Applicants have not taken any
steps that are inconsistent with their obligations under the New
Aerogold Agreement nor do they intend to do so.  At the time the
New Aerogold Agreement, including the Window provisions, was
negotiated, Ms. Park explains that Amex offered to its customers
who qualified, including charge card holders, a line of credit
product.  The line of credit feature is not new and was not
developed as part of the Amex Agreements.  Amex has historically
offered it.  CIBC is aware of this at the time the Window was
negotiated.

To the extent that a conflict may occur with the temporary
earnings of Amex points that are convertible into Aeroplan points
on Amex credit cards until May 1, 2004, Ms. Park says that at the
latest, the conflict is technical, de minimis and temporary.  The
conflict does not erode the commercial benefit granted to CIBC in
the New Aerogold Agreement.  Ms. Park also notes that the
Applicants are not seeking in the CCAA proceedings to compromise
any claim CIBC may wish to assert in relation to any alleged
breach of the New Aerogold Agreement.  Therefore, there would be
no prejudice to CIBC on a going-forward basis if the Amex
Agreements were approved.

Ms. Park relates that the Applicants have made numerous good
faith attempts to address CIBC's concerns.  The Applicants
informed CIBC that any approval order of the Amex Agreements
would be made without prejudice to its rights to enforce the New
Aerogold Agreement.  The Applicants confirmed that they would
comply with the Window provisions.

The Applicants and Amex have also allowed CIBC to review redacted
versions of the Amex Agreements.  The redacted versions only
conceal certain numerical references.

The Applicants are now concerned that the approval process of the
Amex Agreements has been very much delayed.  While the delay in
launching the Amex card may be beneficial to CIBC, it also means
that the accrual of any benefit of the Amex Agreements and the
concomitant $80,000,000 credit facility to Air Canada and its
stakeholders is delayed.

In determining whether the Amex Agreements should be approved,
Ms. Park maintains that, in Northland Properties Ltd. v.
Excelsior Life Ins. Co. of Can. (1989), 73 C.B.R. (N.S.) 195 at
201 (B.C.C.A.), the primary consideration should be whether the
arrangement is fair and reasonable and will be beneficial to the
debtor and its stakeholders in general.  The Court should also
consider the factors set out by the Honorable Mr. Justice Blair
in In re Canadian Red Cross Society/Societe canadienne de la
Croix-Rouge (1998), 5 C.B.R. (4th) 299 at para. 47 (Ont. Gen Div.
[Commercial List]) and adopted by the Honorable Mr. Justice
Spence in In re Playdium Entertainment Corp. (2001), 31 C.B.R.
(4th) 302 at paras. 11, 23 (Ont. S.C.J.):

   (a) Whether the debtor has made sufficient effort to obtain
       the best arrangement and has not acted improvidently;

   (b) whether the proposed transaction has taken into
       consideration the interests of all parties;

   (c) Whether the process by which the offers were obtained was
       conducted efficaciously and with integrity; and

   (d) Whether there has been any unfairness in the working out
       of the process.

In Playdium, the proposed transaction was the transfer of
substantially all of the debtor's assets, which included the
assignment of its material contracts, to a newly incorporated
company.  Famous Players, a party to one of the material
contracts, argued that the transaction was a clear breach of the
contract and should be denied.  However, the Playdium Court
approved the transaction notwithstanding the objection.

Ms. Park reiterates that the Amex Agreements are fair and
reasonable and have been negotiated in good faith.  The Amex
Agreements are critical to the Applicants' restructuring.  Ms.
Park also notes that CIBC's rights would not be compromised by
the approval of the Amex Agreements.  There is no derogation of
CIBC's remedies should a breach arise under the New Aerogold
Agreement.  For these reasons, the Amex Agreements should be
approved.

             CIBC Wants Amex Agreements Amended

Kevin McElcheran, Esq., at Blake, Cassels & Graydon LLP, in
Toronto, Ontario, argues that the distinction between charge
cards and credit cards is very important to CIBC.  CIBC, with its
Aerogold and other credit cards, is a very important player in
the Canadian credit card business.  Amex is a very important
player in the charge card business.

Currently, the charge card business in Canada is only 2% to 3% of
the payment card market, excluding debit cards.  CIBC expects
that, by offering Aeroplan miles and Air Canada services on Amex
charge cards, Amex may improve its share of the payment card
market.

"When [CIBC] agreed to relax the exclusivity provisions of [the
New Aerogold Agreement] to permit Air Canada to negotiate an
agreement with Amex, it was precise and clear in the language
that it used to define the continued boundaries of its
exclusivity rights.  The words of the New Aerogold Agreement
which define the restriction are extremely clear and are
incapable of being misunderstood.  No admissible evidence could
contradict them," Mr. McElcheran says.

Mr. McElcheran points out that in Ernst & Young Inc.'s report
dated October 22, 2003, the Monitor noted that Amex does not have
systems in place to distinguish between Amex points earned on
charge cards and Amex points earned on credit cards and other
financial products Amex offered.  Amex needs until May 2004 to
put such systems in place.

Until new systems are put in place, CIBC is worried that Amex
credit card customers earning Amex points will be entitled to
convert those points to Aeroplan miles.  As that right of
conversion is expressly limited to Amex charge card holders, Air
Canada and Aeroplan will be in breach of their obligations to
CIBC until Amex's systems conversion has been completed.

Mr. McElcheran maintains that in approving the Amex Agreements,
the CCAA Court should apply the tests set out in Royal Bank of
Canada v. Soundair Corp. (1991), 7 C.B.R. (3d) 1 (Ont. C.A.):

   (a) [the court] should consider whether the receiver has made
       a sufficient effort to get the best price and has not
       acted improvidently.

   (b) It should consider the interests of the parties.

   (c) It should consider the efficacy and integrity of the
       process by which offers were obtained.

   (d) It should consider whether there has been unfairness in
       the working out of the process.

Mr. McElcheran reminds Mr. Justice Farley that CIBC has been a
long time partner with Air Canada in the Aeroplan program.  The
Aerogold agreements have been mutually beneficial to CIBC and Air
Canada for many years.  At the time Air Canada filed for
petition, the Old Aerogold Agreement had almost 6 years to run
and CIBC has and will continue to suffer very substantial damages
as a result of the repudiation of the Old Agreement.

Mr. McElcheran also notes that the New Aerogold Agreement and
related financing were a critical first step in Air Canada's
restructuring effort.  It provided Air Canada stability and
liquidity.

Accordingly, CIBC insists that the Amex Agreements should not be
approved except on terms which would ensure that the New Aerogold
Agreement is not breached.  The Amex Agreements should be amended
to conform to the definitions used in the New Aerogold Agreement.
(Air Canada Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AIR CANADA: Commences Service Expansion to Latin & South America
----------------------------------------------------------------
With the departure of flight AC1252 en route to San Jose, Costa
Rica, Air Canada launches a major expansion of new services to
Latin and South America.  On Tuesday morning, Air Canada  
inaugurates three times weekly flights to Havana, Cuba, Air
Canada's fifth Cuban destination, and Tuesday evening, the carrier
inaugurates non-stop service to Santiago, Chile with convenient
same plane service continuing on to Buenos Aires, Argentina. Air
Canada thus becomes the first international carrier to return to
Buenos Aires as Argentina's economy rebounds.

"We are seeing significant increases in travel demand to and from
Latin and South America," said Montie Brewer, Executive Vice
President, Commercial. "Air Canada is well positioned as the
carrier of choice, particularly for travellers impacted by recent
changes to U.S. government visa requirements when transiting via
the United States. In addition, our global network offers
convenient access between Asia and South America featuring some of
the fastest elapsed travel times available in this important
market. We are very pleased with the response to our new services
which, combined with our popular Sao Paulo flights, offer
customers superior choice and value linking the Americas with the
rest of the world. We plan to continue evaluating new, strategic
market opportunities in Latin and South America going forward."

According to the most recent traffic data available, demand for
Air Canada's services to destinations in the Caribbean, Latin and
South America and South Pacific increased by 16.4 per cent and
25.7 per cent, respectively, for the months of September and
October 2003, compared to the prior year.

Air Canada's non-stop service to Costa Rica operates Mondays,
Wednesdays and Saturdays and to Havana on Tuesdays, Thursdays and
Sundays. Both routes are operated using 120-seat Airbus A319
aircraft in a two-cabin configuration featuring the carrier's
recently re-designed North American Executive Class service. Air
Canada's new Santiago/Buenos Aires service will be operated
southbound Tuesdays, Thursdays, Saturdays and northbound
Wednesdays, Fridays and Sundays using 209-seat Boeing 767-300
aircraft featuring the carrier's  re-designed international
Executive First service that offers first class comfort, spacious
60-inch legroom and restaurant style service at business class
fares.

Air Canada is boosting scheduled services to many tropical
destinations popular with leisure travelers. The airline is
increasing the number of seats in these markets by more than 20
per cent, or more than 140 additional weekly flights compared to
last winter, offering customers an unprecedented choice of over
650 flights per week to sun destinations.

In addition to offering customers more flights and better
connections, highlights of Air Canada's winter schedule include
brand new services to Ixtapa and Cozumel, Mexico, and Kona,
Hawaii. In addition, the airline will now offer scheduled flights
to Aruba as well as Puerto Plata, Punta Cana and La Romana in the
Dominican Republic. Scheduled service offerings from cities across
Canada are being improved as Air Canada launches new scheduled
non-stop services to the Caribbean, Florida and Mexico from
Halifax, London, Montr,al, Moncton, Winnipeg, Calgary and
Vancouver, complementing Air Canada Vacations' package offerings.
Air Canada will operate 20 more non-stop flights per week this
winter than last between Canada and Mexico for a total of 68
weekly flights: 39 per cent more seats than last winter. To the
Caribbean, the carrier will operate 70 more flights per week than
last winter for a total of 224 weekly flights: 37 per sent more
seats than last winter.

Along with the introduction of scheduled year-round service to
Havana, Air Canada is increasing its overall services to Cuba this
winter offering customers the unprecedented choice of up to 23
scheduled flights per week from seven cities across Canada to five
destinations in Cuba - an increase of 13 flights per week from
last year's charter offerings. Among its new winter services this
coming season, Air Canada is introducing non-stop flights between
Montr,al-Cayo Largo, Moncton-Holguin and Halifax-Varadero. Air
Canada's non-stop services to Cuba span the continent on 15 routes
departing from Calgary, Toronto, London Ont., Ottawa, Montr,al,
Moncton and Halifax to five of the most popular destinations in
Cuba: Varadero, Holguin, Cayo Largo, Cayo Coco and now Havana.

Air Canada serves 32 destinations in the Caribbean, and Latin and
South America as well as Bermuda including: Antigua, Aruba,
Barbados, Grenada, Grand Cayman, Guadeloupe, Haiti, Kingston,
Montego Bay, Nassau, Puerto Plata, San Juan, St-Lucia, Trinidad,
Turks & Caicos, Havana, Cayo Coco, Cayo Largo, Holguin, La Romana,
Punta Cana, Varadero, Cancun, Cozumel, Ixtapa, Mexico City, Puerto
Vallarta, San Jose, Sao Paulo, Santiago and Buenos Aires. In
addition, Air Canada Vacations, one of Canada's leading tour
operators, offers vacation packages including air transportation,
hotel accommodation, car rentals and cruises, to more than 90
destinations.


AIRGAS INC: Acquires Safety West Assets and Operations
------------------------------------------------------
Airgas, Inc. (NYSE:ARG) has acquired the assets and operations of
Safety West, Inc., a safety products distributor based in City of
Industry, CA. The acquisition closed on November 26, 2003.

Safety West, a regional safety products distributor with annual
sales of about $5 million, has been in business for more than 40
years and has built a solid reputation in the business community.
The acquired business will be integrated into Airgas West, one of
12 Airgas regional companies, which is headquartered in Lakewood,
CA. Safety West operations will be consolidated into nearby Airgas
West facilities and the distribution center in Whittier, CA.

Airgas is the largest U.S. distributor of industrial, specialty
and medical gases, welding supplies and related safety products.
Nationally, it offers safety products through branch-based sales,
telesales, catalog and eBusiness channels.

As part of the acquisition, Airgas West has offered employment to
most of the 11 employees of Safety West and will immediately begin
marketing to Safety West customers under the Airgas brand.

"We look forward to welcoming the Safety West associates to our
team. We also are excited about offering Safety West's customers a
broader array of products to meet their needs," said Max Hooper,
president of Airgas West.

Airgas President and Chief Operating Officer Glenn Fischer
commented: "Safety West's acquisition, following the Delta Safety
acquisition in Northern California earlier this year, is an
example of an opportunistic acquisition that supports our national
strategies. Airgas is a leading distributor of safety products
field and these acquisitions add to our strong field safety sales
capabilities."

Airgas, Inc. (NYSE:ARG) (S&P, BB Corporate Credit Rating,
Positive) is the largest U.S. distributor of industrial, medical
and specialty gases, welding, safety and related products. Its
integrated network of nearly 800 locations includes branches,
retail stores, gas fill plants, specialty gas labs, production
facilities and distribution centers. Airgas also  distributes its
products and services through eBusiness, catalog and telesales
channels. Its national scale and strong local presence offer a
competitive edge to its diversified customer base. For more
information, visit http://www.airgas.com


AIRTRAN AIRWAYS: November 2003 Traffic Slides-Up 30.3%
------------------------------------------------------
AirTran Airways, a subsidiary of AirTran Holdings, Inc.
(NYSE:AAI), reported that passenger traffic, or revenue passenger
miles, available seat miles and passengers enplaned, all represent
record highs for the month of November.

Based on RPMs, traffic grew by 30.3 percent, to 606.9 million
RPMs, on an increase of 22.0 percent in capacity, based on
available seat miles. November's load factor reached 69.1 percent,
compared to 64.7 percent in November 2002. The airline also
enplaned 972,641 passengers in the month of November, a 22.0
percent increase over November 2002, and a record for the month of
November.

AirTran Airways (S&P/B-/Negative) is one of America's largest low-
fare airlines - employing more than 5,400 professional Crew
Members and serving 492 flights a day to 43 destinations. The
airline's hub is at Hartsfield Atlanta International Airport, the
world's busiest airport (by passenger volume), where it is the
second largest carrier operating 189 flights a day. The airline
never requires a roundtrip purchase or Saturday night stay, and
offers an affordable Business Class, assigned seating, easy online
booking and check-in, the A-Plus Rewards frequent flier program,
and the A2B corporate travel program. AirTran Airways, a
subsidiary of AirTran Holdings, Inc., (NYSE:AAI), is the world's
largest operator of the Boeing 717, the most modern,
environmentally friendly aircraft in its class. In 2004, the
company will begin taking delivery of 100 Boeing 737-700s, one of
the most popular and reliable jet aircraft in its class. For more
information, visit http://airtran.com


ALESTRA: S&P Withdraws Default-Level Rating at Company's Request
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'D' local and
foreign currency corporate credit ratings on Alestra S. de R.L. de
C.V. at the company's request.

The ratings on the company's US$300 million 12.625% senior notes
due May 15, 2009, and US$270 million 12.125% senior notes due May
15, 2006, were also withdrawn.

"The company's new $304 million 8% senior notes due 2010, have not
been rated by Standard & Poor's," said Standard & Poor's credit
analyst Manuel Guerena.


AMERCO: Classification & Treatment of Claims Under Amended Plan
---------------------------------------------------------------
Edward J. Shoen, Amerco's Chief Executive Officer, relates under
the First Amended Joint Plan of Reorganization, the
classification of claims are revised to reflect:

Class 3 -- Citibank Claims

   Class 3 is broken into two separate subclasses, Class 3(a) for
   Citibank Secured Claims and Class 3(b) for Citibank Guaranty
   Claims.  Treatment and estimated claims amount for the Class
   3 Claims remain the same.

Class 4 -- BMO Claims

   Class 4 is broken into two separate subclasses, Class 4(a) for
   BMO Secured Claims and Class 4(b) for BMO Guaranty Claims.  
   Treatment and estimated claims amount for the Class 4 Claims
   remain the same.

Class 5 -- Other Unsecured Claims

   This Class is unimpaired and deemed to accept the Plan.  The
   Debtors estimate that the total amount of Class 5 Claims is
   $500,000.  Class 5 Claimants are expected to recover 100% of
   their Claims.
   
Class 7 -- Amerco Unsecured Claims

   This Class is impaired and entitled to vote.  The Debtors
   estimate that the total amount of Class 7 Claims is  
   $715,000,000.  Class 7 Claimants are expected to recover 100%  
   of their Claims.

   Upon the occurrence of the Effective Date, each holder of an
   Allowed AMERCO Unsecured Claim will receive, in full  
   satisfaction, settlement, release, and discharge of, and in  
   exchange for, the AMERCO Unsecured Claims the holder's Pro  
   Rata portion of:  

   (a) Cash, equal to $191,000,000, provided, however,
       that the amount of Cash will be increased by the same  
       amount, if any, by which the principal amount of New Term
       Loan B Notes distributed to the AMERCO Unsecured  
       Claimholders is less than $200,000,000; provided further
       that the Cash to be distributed to holders of Class 7
       Claims will not exceed 35% of the aggregate amount of the
       Allowed Class 7 Claims and will be decreased, to the
       extent necessary, to provide the Reorganizing Debtors
       with minimum availability under the Exit Financing
       Facility of $80,000,000 as of the Effective Date;

   (b) the SAC Holding Senior Notes in the principal amount of
       $200,000,000;  

   (c) the New Term Loan B Notes in the principal amount of  
       $200,000,000, provided, however, that the amount of the  
       New Term Loan B Notes distributed to the AMERCO Unsecured
       Claimholders will be decreased by the sum of the New Term
       Loan B Notes distributed to the AREC Note Claimholders
       and the holders of the JPMorgan Claims as a result of the
       satisfaction by the Debtors of the JPMorgan Syndication
       Terms and the AREC Syndication Terms as provided in the
       Plan and the amount of the New Term Loan B Notes the
       Debtors syndicated to unrelated third party market
       participants; and

   (d) the New AMERCO Notes.

Class 9 -- Miscellaneous Secured Claims

   This Class is unimpaired and deemed to accept the Plan.  The
   Debtors estimate the total Class 9 Claims to be $500,000.  
   Class 9 Claimants will get 100% recovery of their claims.

   Miscellaneous Secured Claims consists primarily of real
   property taxes that, by operation of law, are secured by a
   lien on a real property.  Class 9 Claims include all Secured
   Claims against the Debtors, except the Citibank Secured Claim,
   the BMO Secured Claim and the Claims under the JPMorgan Chase
   Credit Facility.  Under the Plan, on the Effective Date, the
   legal, equitable and contractual rights of Class 9 claimants
   will be reinstated and all prepetition liens on property will
   survive the Effective Date and continue in accordance with
   the contractual terms of the underlying agreements with the
   Claimholders until each Class 9 claimant is paid in full.  
   This treatment will not impair the Reorganized Debtors' right
   to contest or otherwise defend against the Claims in the
   appropriate forum when and if the Class 9 Claim is sought to
   be enforced by the Class 9 claimant.

Class 10 -- Intercompany Claims

   This Class is unimpaired and deemed to accept the Plan.  The
   Plan will not alter, impair or discharge any of the Allowed
   Intercompany Claims.

Class 11 -- Amerco/AREC Guaranty Obligations

   This Class is unimpaired and deemed to accept the Plan.  The
   Debtors believe that there is no known claimant under this
   Class.

   Amerco/AREC Guaranty Obligations means those obligations of
   the Debtors guarantying the obligations of certain of their
   direct and indirect subsidiaries.  Unless otherwise
   specifically provided for in the Plan, on the Effective Date,
   the Amerco/AREC Guaranty Obligations will be deemed
   reinstated and any non-monetary default in the primary
   obligations underlying the Class 11 Claims arising out of or
   related to the Debtors' commencement of the Chapter 11 cases,
   will be deemed cured.

Class 12 -- Preferred Stock Interests and Subordinated Claims
            (Preferred)

   Class 12 is broken into two separate subclasses, Class 12(a)
   for Preferred Stock Interests and Class 12(b) for
   Subordinated Claims (Preferred).  The Debtors believe that
   there is no claim under this Class.

   This Class is unimpaired and deemed to accept the Plan.  The
   Plan will not alter, impair or discharge any of the Allowed
   Preferred Stock Interests.

   Subordinated Claims (Preferred) means any Claim with respect
   to a Preferred Stock Interest subordinated pursuant to
   Section 510 of the Bankruptcy Code.  Under the Plan and
   Section 510, Subordinated Claims (Preferred) will be
   subordinated to the Allowed Claims in Classes 1 through 11
   but will be pari passu with Allowed Preferred Stock Interests
   in Class 12(a).  To the extent a Class 12(b) claim becomes an
   Allowed Claim, either by agreement between the Reorganized
   Debtors and the Claimant or by Court order, the Allowed Class
   12(b) Claim will be satisfied by cash in full by the
   Reorganized Debtors or on other terms the parties agree in
   writing.

Class 13 -- Existing Common Stock and Other Interests and
            Subordinated Claims (Common)

   Class 13 is broken into two separate subclasses, Class 13(a)
   for Existing Common Stock and Other Interests and Class 13(b)
   for Subordinated Claims (Common).  The Debtors believe that
   there is no claim under this Class.

   This Class is unimpaired and deemed to accept the Plan.  The
   Plan will not alter, impair or discharge any of the Allowed
   Class 13 Claims. (AMERCO Bankruptcy News, Issue No. 14;
   Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMERICAN AIRLINES: November 2003 Traffic Up by 3% Year-Over-Year
----------------------------------------------------------------
American Airlines, the world's largest carrier, reported a monthly
load factor of 70.6 percent, an increase of 3.1 points compared to
last year.  The year-over-year gains were achieved in both
domestic and international markets, with a load factor increase of
3.7 points in domestic markets and 1.3 points in international
markets.

November traffic increased 3.0 percent year over year, despite a
1.6 percent decline in capacity.  Traffic gains were driven by
improvement in international markets, with a 12.0 percent increase
in traffic and 9.9 percent more capacity.  In domestic markets,
capacity was down 5.9 percent year over year, yet traffic declined
only slightly, down 0.6 percent.

American boarded 6.8 million passengers in November.

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

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


ANC RENTAL: Seeks Court Nod to Tap Stevens & Lee as Counsel
-----------------------------------------------------------
Mark J. Packel, Esq., at Blank Rome LLP, in Wilmington, Delaware,
tells the Court that ANC Rental Debtors want to retain Stevens &
Lee to assist Gazes & Associates LLP in prosecuting avoidance
actions on behalf of the Debtors and their post confirmation
estates.  

By this application, the Debtors seek the Court's authority,
pursuant to Sections 327 and 328 of the Bankruptcy Code and Rule
2014 of the Federal Rules of Bankruptcy Procedure, to employ
Stevens & Lee as counsel, nunc pro tunc to October 13, 2003.

According to Mr. Packel, Stevens & Lee will:

   (1) act as local counsel and will be available to assist
       Gazes in drafting, reviewing and filing documents with
       the Court, attend hearings and otherwise take any and all
       actions that are appropriate to protect the Debtors'
       interests; and

   (2) take a larger role in the avoidance litigation if need be
       and to the extent that Gazes has conflicts.

Stevens & Lee intends to charge its standard rates for the
professional services rendered to the Debtors:

       Legal assistants and paralegals      $110 - 165
       Associates                            165 - 350       
       Shareholders                          305 - 450

In the event that Stevens & Lee attorneys perform tasks that are
more appropriate for paralegals, the firm will bill the
attorney's time at the senior paralegal rate.  Stevens & Lee
rates are subject to periodic increases generally no more than
once at the beginning of each calendar year.  In addition,
Stevens & Lee will request reimbursement of its reasonable,
actual out-of-pocket expenses incurred.

Mr. Packel tells Judge Walrath that the Debtors selected Stevens
& Lee as counsel because of the firm's experience and familiarity
with avoidance actions and its consequent ability to perform the
services needed efficiently for the benefit of the Debtors and
their post-confirmation estates.

Joseph Gray, Esq., an shareholder at Stevens & Lee, assures the
Court that the firm:

   (1) does not hold or represent any interest adverse to the
       Debtors' estates;

   (2) is a "disinterested person" as defined by Section
       101(14), and used in Section 327(a), as limited by Section
       1107(b) of the Bankruptcy Code; and

   (3) has no connection with the Debtors, its creditors or other
       parties-in-interest in these cases.

Mr. Gray further discloses that Stevens & Lee represented these
entities in connection with the proposed rejection and assumption
and assignment of executory contracts and leases, and the cure
amounts in these cases:

   (1) City of Charlotte, North Carolina;
   (2) Manheim LLC;
   (3) Preferred Equities II, LLC;
   (4) De Lage Laden Financial Services, Inc.;
   (5) International Business Machines Corp.; and
   (6) IBM Credit LLC.

In addition, Stevens & Lee represented JPD Properties LLC and PJD
Properties LLC in connection with the disposition by the Debtors
of certain assets.  Stevens & Lee also represented Ronald and
Ruth Potts and Wendy I. Young in their requests to the Court to
lift or modify the automatic stay.

All of these matters are resolved, are close to resolution and
Stevens & Lee is no longer actively representing these clients,
other than De Lage Landen, International Business Machines Corp.
and IBM Credit LLC for whom it regularly performs services
unrelated to these cases. (ANC Rental Bankruptcy News, Issue No.
43; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AVADO BRANDS: S&P Drops Credit & Senior Unsec. Debt Ratings to D
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on casual dining restaurant
operator Avado Brands Inc to 'D' from 'CC'. At the same time, the
'C' rating on the company's subordinated notes was placed on
CreditWatch with negative implications.

"The downgrades are the result of the company's failure to remit
the Dec. 1, 2003, interest payment on the senior notes," said
Standard & Poor's credit analyst Diane Shand. Avado has indicated
that it will not remit, on time, the semiannual interest payment
due Dec. 15, 2003 on the subordinated notes. When that payment is
missed, Standard & Poor's will lower the rating on the
subordinated notes to 'D'. Avado Brands had $170.6 million of
funded debt as of June 29, 2003. The company received an extension
for the filing of its third-quarter results.


AVADO BRANDS: Will Use Grace Periods for Note Debt Service
----------------------------------------------------------
Avado Brands, Inc. (OTC Bulletin Board: AVDO), parent company of
Don Pablo's Mexican Kitchen and Hops Grillhouse & Brewery,
announced that in view of its current liquidity position, it will
use the 30-day no default grace period for the payment of the
semi-annual interest due December 1, 2003 to holders of its 9-3/4%
Senior Notes.  

Additionally, the Company will likely use the 30-day no default
grace period for payment of the semi-annual interest due
December 15, 2003 to holders of its 11-3/4% Senior Subordinated
Notes.  These grace periods are provided for under the terms of
the Senior Notes and Senior Subordinated Notes.

The Company also reported that it is currently in covenant default
on certain provisions of its secured credit facility and that it
is negotiating with its secured lenders to address those defaults.  
There is no assurance these negotiations will be successful.  The
Company previously announced that there was substantial doubt it
would be able to maintain compliance with the terms of the secured
credit facility.

Avado Brands has not yet filed its third quarter Form 10-Q, and
anticipates that it will file its Form 10-Q for the period ended
September 28, 2003 on or before December 31, 2003.

Avado Brands also announced that it has expanded its leadership
team with the appointment of Ted Burr of AlixPartners, LLC as its
Chief Restructuring Officer.  Mr. Burr, who has extensive
experience in financial and corporate restructurings, joins
interim Chief Executive Officer Kevin Leary and Chief Financial
Officer and Treasurer Louis J. (Dusty) Profumo.

Avado Brands -- whose June 29, 2003 balance sheet shows a total
shareholders' equity deficit of about $18 million -- owns and
operates two proprietary brands comprised of 109 Don Pablo's
Mexican Kitchens and 65 Hops Grillhouse & Breweries.


AVADO BRANDS: Hires Ted Burr from AlixPartners as New CRO
---------------------------------------------------------
Avado Brands, Inc. (OTC Bulletin Board: AVDO), parent company of
Don Pablo's Mexican Kitchen and Hops Grillhouse & Brewery,
expanded its leadership team with the appointment of Ted Burr of
AlixPartners, LLC as its Chief Restructuring Officer.  Mr. Burr,
who has extensive experience in financial and corporate
restructurings, joins interim Chief Executive Officer Kevin Leary
and Chief Financial Officer and Treasurer Louis J. (Dusty)
Profumo.

Avado Brands -- whose June 29, 2003 balance sheet shows a total
shareholders' equity deficit of about $18 million -- owns and
operates two proprietary brands comprised of 109 Don Pablo's
Mexican Kitchens and 65 Hops Grillhouse & Breweries.


BANC OF AMERICA: Fitch Takes Rating Actions on Ser. 2003-9 Notes
----------------------------------------------------------------
Banc of America Mortgage Securities, Inc., series 2003-9, mortgage
pass-through certificates, is rated by Fitch Ratings as follows:
Group 1 certificates:

     -- $416,635,099 classes 1-A-1 through 1-A-22, 1-A-R,
        1-A-MR, 1-A-LR, and 1-30-IO 'AAA';

     -- $6,041,000 class 1-B-1 'AA';

     -- $2,589,000 class 1-B-2 'A';

     -- $1,294,000 class 1-B-3 'BBB';

     -- $863,000 class 1-B-4 'BB';

     -- $647,000 class 1-B-5 'B'.

Groups 2 and 4 certificates:

     -- $122,622,000 classes 2-A-1 through 2-A-5, 2-30-IO,
        4-A-1, 4-A-2, and 4-15-IO. 'AAA'. Group 3 certificates:

     -- $153,135,000 classes 3-A-1 and 3-15-IO 'AAA';

     -- $1,017,000 class 3-B-1 'AA';

     -- $312,000 class 3-B-2 'A';

     -- $235,000 class 3-B-3 'BBB';

     -- $156,000 class 3-B-4 'BB';

     -- $156,000 class 3-B-5 'B'.

and certificates of all four groups:

     -- $4,705,505 class A-PO, 'AAA'.

The 'AAA' ratings on the group 1 senior certificates reflect the
2.80% subordination provided by the 1.40% class 1-B-1, 0.60% class
1-B-2, 0.30% class 1-B-3, 0.20% privately offered class 1-B-4,
0.15% privately offered class 1-B-5 and 0.15% privately offered
class 1-B-6, which is not rated by Fitch.

The 'AAA' ratings on the group 2 and 4 senior certificates reflect
the 3.25% subordination provided by the 1.95% class X-B-1, 0.65%
class X-B-2, 0.25% class X-B-3 certificates, privately offered
0.10% class X-B-4, privately offered 0.10% class X-B-5 and
privately offered 0.20% class X-B-6. The subordinate classes are
not rated by Fitch.

The 'AAA' ratings on the group 3 senior certificates reflect the
1.30% subordination provided by the 0.65% class 3-B-1, 0.20% class
3-B-2, 0.15% class 3-B-3, 0.10% privately offered class 3-B-4,
0.10% privately offered class 3-B-5 and 0.10% privately offered
class 3-B-6, which is not rated by Fitch.

The ratings also reflect the quality of the underlying collateral,
the capabilities of Bank of America Mortgage, Inc. as servicer
(rated 'RPS1' by Fitch), and Fitch's confidence in the integrity
of the legal and financial structure of the transaction.

The transaction is secured by four pools of mortgage loans, which
respectively collateralize the groups 1, 2, 3 and 4 certificates.
Groups 2 and 4 are cross-collateralized with each other, while
groups 1 and 3 are not cross-collateralized. The class A-PO
consists of four separate components that are not severable.

The group 1 collateral consists of recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
four-family residential mortgage loans, with original terms to
stated maturity ranging from 240 to 360 months. The weighted
average original loan-to-value ratio (OLTV) for the mortgage loans
in the pool is approximately 68.65%. The average balance of the
mortgage loans is $490,890 and the weighted average coupon of the
loans is 6.009 %. The weighted average FICO credit score for the
group is 735. Second homes comprise 6.54% of the group 1 loans and
there are no investor-occupied properties. Rate/Term and cashout
refinances represent 43.57% and 15.31%, respectively, of the group
1 mortgage loans. The states that represent the largest geographic
concentration are California (49.99%), Florida (6.99%), and
Virginia (5.57%).

The group 2 collateral consists of recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
two-family residential mortgage loans, with original terms to
stated maturity ranging from 300 to 360 months. The weighted
average OLTV for the mortgage loans in the pool is approximately
68.04%. The average balance of the mortgage loans is $504,807 and
the weighted average coupon of the loans is 6.032%. The weighted
average FICO credit score for the group is 740. Second homes
comprise 0.85% of the group 2 loans and there are no investor-
occupied properties. Rate/Term and cashout refinances represent
45.22% and 17.41%, respectively, of the group 2 mortgage loans.
All of the mortgage properties in group 2 are located in the state
of California.

The group 3 collateral consists of recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
two-family residential mortgage loans, with original terms to
stated maturity ranging from 120 to 180 months. The weighted
average OLTV for the mortgage loans in the pool is approximately
57.50%. The average balance of the mortgage loans is $509,357 and
the weighted average coupon of the loans is 5.397%. The weighted
average FICO credit score for the group is 740. Second homes
comprise 8.59% of the group 3 loans and there are no investor-
occupied properties. Rate/Term and cashout refinances represent
65.63% and 15.81%, respectively, of the group 3 mortgage loans.
The states that represent the largest geographic concentration are
California (49.99%), Florida (8.99%), and Texas (5.21%).

The group 4 collateral consists of recently originated,
conventional, fixed-rate, fully amortizing, first lien, single
family residential mortgage loans, with original terms to stated
maturity of 180 months. The weighted average OLTV for the mortgage
loans in the pool is approximately 53.23%. The average balance of
the mortgage loans is $525,358 and the weighted average coupon of
the loans is 5.362%. The weighted average FICO credit score for
the group is 745. Second homes comprise 6.15% of the group 4 loans
and there are no investor-occupied properties. Rate/Term and
cashout refinances represent 71.53% and 18.91%, respectively, of
the group 4 mortgage loans. All of the mortgage properties in
group 4 are located in the state of California.

Banc of America Mortgage Securities, Inc. deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust. For federal income tax
purposes, elections will be made to treat the trust as three
separate real estate mortgage investment conduits. Wells Fargo
Bank Minnesota, National Association will act as trustee.


BANANA TREE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: The Banana Tree
        9005 Montana Avenue
        El Paso, Texas 79925-1313

Bankruptcy Case No.: 03-33125

Type of Business: Plastic Injection Molding Training and
                  Contract Center.

Chapter 11 Petition Date: December 1, 2003

Court: Western District of Texas (El Paso)

Judge: Larry E. Kelly

Debtor's Counsel: Corey W. Haugland, Esq.
                  James, Goldman & Haughland, P.C.
                  A Professional Corporation
                  P.O. Box 1770
                  El Paso, TX 79949-1770
                  Tel: 915-532-3911

Total Assets: $1,535,898

Total Debts:  $2,268,220

Debtor's 20 Largest Unsecured Creditors:

Entity                         Nature Of Claim      Claim Amount
------                         ---------------      ------------
IRS - Special Procedures       Taxes                    $398,196
Staff
Stop 5022 AUS
300 E. 8th St.
Austin, TX 78701

MAC Funding                    Purchase Money           $480,856
1500 Michael Drive, Suite H
Woodale, IL 60191                                Value: $276,400

T.W.C. Wagner Peyser           Other                    $100,000

Fasco Industries, Inc.         Purchase Money            $58,064

Texas Workforce\Emp. Comm.     Taxes                     $54,117

Unisource Worldwide            Purchase Money            $44,571

Small Parts Napco, L.L.C.      Purchase Money            $33,597

Anchor Bolt                    Other                     $28,223

Georgia Pacific Corp.          Other                     $20,992

Tri Pro Graphics & Packaging   Purchase Money            $18,756

El Paso Electric Company       Other                     $12,333

Group Tool & Dir               Purchase Money            $12,195
c/o Gregory Cox, Esq.

Bamal Fastener Corp.           Purchase Money             $9,840

International Paper            Other                      $9,574

Allied Vaughn/Allied Digital   Other                      $9,075

Saldivar Electric              Other                      $5,700

Shell                          Purchase Money             $5,260

Office Depot                   Purchase Money             $4,911

Federal Express                Other                      $4,826

Hampson                        Purchase Money             $4,593


BEVERLY ENT.: Sells 21 Skilled Nursing Facilities in Western US
---------------------------------------------------------------
Beverly Enterprises, Inc. (NYSE: BEV) sold its 21 skilled nursing
facilities in California, Washington and Arizona.

The sale reflects Beverly's continuing commitment to strengthen
its portfolio of skilled nursing facilities, significantly reduce
its total projected patient care liability costs and strategically
align its operations.

The facilities - which were expected to generate about $100
million in revenue in 2003 - were sold to Heritage Management,
Inc., a Salt Lake City-based privately held operator of skilled
nursing facilities. The sale price is not being disclosed, and net
cash proceeds will be used primarily to further reduce Beverly's
debt. Beverly expects to record a gain on the sale during the
fourth quarter of 2003. JP Morgan acted as the exclusive financial
advisor to Beverly in this transaction.

"Ten of these facilities were divested as part of our strategy to
significantly reduce patient care liability costs, and during 2003
these operations were expected to account for nearly two percent
of the projected total," said William R. Floyd, Beverly Chairman
and Chief Executive Officer. "We sold the other 11 facilities as
part of our continuing efforts to strategically concentrate our
skilled nursing portfolio in markets that maximize the potential
for profitable growth and minimize geographic span-of-control
challenges. All of these facilities are covered - at no additional
premium cost - by the incremental patient care liability insurance
we purchased in June 2003."

A total of 73 eldercare operations have been divested during 2003.
These facilities were expected to collectively account for 18
percent of planned Skilled Nursing Facility revenues, but 34
percent of that unit's projected patient care liability costs in
2003.

The latest group to be divested consists of the following:

California: Ten skilled nursing facilities - eight of which had
            been leased - containing a total of 900 beds.

Washington: Eight skilled nursing facilities - all formerly owned
            by Beverly - containing a total of 749 beds.

Arizona:    Three skilled nursing facilities - all formerly owned
            by Beverly - containing a total of 480 beds.

With the closing of this transaction, Beverly no longer operates
skilled nursing facilities in Washington or Arizona. The company
has reduced its California presence from 60 skilled nursing
facilities (6,362 beds) and 3 assisted living centers (185 units)
at the start of 2003 to 26 nursing facilities (2,507 beds) and no
assisted living centers at present.

Beverly Enterprises Inc. (S&P, BB- Corporate Credit Rating) and
its operating subsidiaries comprise a leading provider of
healthcare services to the elderly in the United States. They
operate 408 skilled nursing facilities, as well as 21 assisted
living centers, and 22 home care and hospice centers. Through
AEGIS Therapies, they also offer rehabilitation services on a
contract basis to nursing facilities operated by other care
providers.


BMC INDUSTRIES: John W. Castro Steps-Down from Company's Board
--------------------------------------------------------------
BMC Industries Inc. (OTCBB:BMMI) announced that John W. Castro,
chief executive officer of Merrill Corporation, is leaving BMC
Industries' board of directors, effective retroactively to
Nov. 12, 2003. With Castro's departure, five members are on the
firm's board.

"Through nine years of distinguished service on our board, John
has been a great asset to our company. However, we respect his
need to devote more time to his duties as CEO of Merrill
Corporation, as well as other personal obligations, and are
thankful for the contribution he has made to BMC," said Douglas C.
Hepper, chairman and chief executive officer, BMC Industries.

"Since joining our board in 1994, John has helped guide the
company through a number of important milestones and challenges.
Most recently, we have deeply appreciated his work as chair of our
finance committee. His expertise in the financing arena has been
particularly valuable to our current restructuring activities.
John leaves our board with our gratitude and thanks."

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

                           *   *   *

As reported in Troubled Company Reporter's November 21, 2003
edition, BMC Industries, Inc. obtained an additional 60-day waiver
to comply with certain covenants under its credit agreement from
its bank group.

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

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

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


BULL RUN CORP: August 31 Net Capital Deficit Widens to $27 Mill.
----------------------------------------------------------------
Bull Run Corporation (Nasdaq: BULL) announced that a non-cash
intangibles impairment charge and deferred tax charge taken in its
fiscal year ended August 31, 2003 contributed to a $38.0 million
net loss for the year.  The impairment charge of $30.5 million was
taken by Bull Run in order to reduce goodwill and other
acquisition intangible assets on the Company's balance sheet to
their estimated value.  The deferred tax charge of $5.2 million
was taken in order to fully reserve the net carrying amount of
deferred tax assets on the Company's balance sheet.

Bull Run, through its wholly-owned operating company, Host
Communications, Inc., provides affinity, multimedia, promotional
and event management services to universities, athletic
conferences, corporations and associations.

Bull Run reported an operating loss of $28.9 million for the
fiscal year ended August 31, 2003 due to the non-cash intangibles
impairment charge. These results also included nonrecurring
consulting income of $5.7 million. The operating loss for the
fiscal year ended June 30, 2002 of $16.1 million included an
intangibles impairment charge of $6.6 million in that period.  In
2002, Bull Run changed its fiscal year from June 30 to August 31.  
The income tax benefit, net loss and per share amounts for the
fiscal year ended June 30, 2002 were restated to adjust for errors
in the accounting for deferred taxes. The restatement had no
effect on cash or cash flows.

During the fiscal year ended August 31, 2003, Bull Run sold all of
its significant equity investment assets, generating proceeds of
over $46 million, of which, $38 million was used to reduce the
Company's long-term debt.  The net gain on the sale of these
assets, less investment valuation allowances and income taxes, was
$5.5 million.

Excluding the intangibles impairment charges, the results from the
operations of Host Communications improved by approximately $4.7
million for the fiscal year ended August 31, 2003, as compared to
the fiscal year ended June 30, 2002.  The improvement in Host's
operating results was achieved through the restructuring and
elimination of certain contractual obligations and relationships,
as well as other cost reduction initiatives taken during the prior
fiscal year.

Total revenue was $83.8 million for the fiscal year ended
August 31, 2003, compared to $113.1 million for the fiscal year
ended June 30, 2002.  Total revenue declined in the most recent
fiscal year primarily as a result of the restructure and
elimination of certain contracts, which produced unfavorable
operating results in the prior fiscal year.

At August 31, 2003, Bull Run's balance sheet shows a working
capital deficit of about $12 million, and a total shareholders'
equity deficit of about $27 million.


CENTENNIAL COMMS: Will Publish Second-Quarter Results on Dec. 17
----------------------------------------------------------------
Centennial Communications Corp. (NASDAQ: CYCL) expects to report
its fiscal 2004 second quarter results on Wednesday, December 17,
2003.

The Company plans to conduct a conference call concerning the
results the same day beginning at 8:30 a.m. EST. The conference
call will be simultaneously webcast over the Internet. Access to
the webcast is available through the Company's website at
http://www.centennialwireless.comvia the "Investor Relations"  
page. The conference call will also be available at
http://www.streetevents.com A replay of the call will be  
available at both sites through January 7, 2004.

Centennial (S&P, B- Corporate Credit Rating, Negative) is one of
the largest independent wireless telecommunications service
providers in the United States and the Caribbean with
approximately 17.1 million Net Pops and approximately 929,700
wireless subscribers. Centennial's U.S. operations have
approximately 6.0 million Net Pops in small cities and rural
areas. Centennial's Caribbean integrated communications operation
owns and operates wireless licenses for approximately 11.1 million
Net Pops in Puerto Rico, the Dominican Republic and the U.S.
Virgin Islands, and provides voice, data, video and Internet
services on broadband networks in the region. Welsh, Carson
Anderson & Stowe and an affiliate of the Blackstone Group are
controlling shareholders of Centennial. For more information
regarding Centennial, visit its Web sites at
http://www.centennialcom.com and  http://www.centennialpr.com


CHESAPEAKE ENERGY: Commences Exchange Offer for 8-1/8% Sr. Notes
----------------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) commences to exchange up
to $500 million principal amount of its 8-1/8% Senior Notes due
2011 for new notes.  

Holders will have the option to select either new 7-3/4% Senior
Notes due 2015 or new 6-7/8% Senior Notes due 2016.

Specifically, the Company intends to offer to issue $1,033.23 in
principal amount of 2015 Notes for each $1,000 principal amount of
2011 Notes accepted by the Company or $1,107.68 in principal
amount of 2016 Notes for each $1,000 principal amount of 2011
Notes accepted by the Company.

In addition, the Company intends to offer to pay an early tender
payment of $10.00 in cash for each $1,000 principal amount of 2011
Notes validly tendered at or prior to 5:00 p.m., Eastern Standard
Time, on December 12, 2003, if accepted by the Company.

Holders will not have to choose the same option for all the 2011
Notes that they tender.  If more than $500 million in aggregate
principal amount of the 2011 Notes is validly tendered and not
withdrawn, the Company will accept tenders from holders on a pro
rata basis.  Accrued and unpaid interest due on all 2011 Notes
accepted by the Company will be settled by adjusting the principal
amount of 2015 Notes and 2016 Notes issued in the Offer for the
value of net accrued interest.

The 2015 Notes to be issued in the Offer will be issued as
additional notes of the same series as the Company's outstanding
7-3/4% senior notes due 2015 originally issued on December 20,
2002, of which $236.7 million aggregate principal amount is
currently outstanding.  The 2016 Notes to be issued in the Offer
will be issued as additional notes of the same series as the
Company's 6-7/8% senior notes due 2016 originally issued on
November 26, 2003, of which $200 million aggregate principal
amount is currently outstanding.

The Offer will expire at 12:00 midnight, Eastern Standard Time, on
December 29, 2003, unless extended.  The Offer will be subject to
certain customary conditions.  However, the Offer will not be
subject to a minimum tender condition.

The Offer will be made pursuant to a prospectus that is filed as a
part of a Registration Statement filed by the Company with the
Securities and Exchange Commission on November 21, 2003 and as
amended on December 1, 2003.  Copies of the prospectus contained
in the Registration Statement may be obtained, when made
available, from the Information Agent for the Offer, D.F. King &
Co., at 800-431-9633 (US toll-free) and 212-269-5550 (collect).

Banc of America Securities LLC, Deutsche Bank Securities and
Lehman Brothers will act as joint lead dealer managers in
connection with the Offer. Copies of the prospectus contained in
the Registration Statement may also be obtained, when made
available, from Banc of America Securities LLC, High Yield
Special Products, at 888-292-0070 (US toll-free) and 704-388-4813
(collect), Deutsche Bank Securities, High Yield Capital Markets,
212-250-7466 (collect) or Lehman Brothers, 800-438-3242 (U.S.
toll-free) and 212-528-7581 (collect).

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 sold nor may offers
to buy be accepted prior to the time the registration statement
becomes effective.  

Chesapeake Energy Corporation (Fitch, BB- Senior Note and B
Preferred Share Ratings, Positive) is one of the six largest
independent natural gas producers in the U.S. Headquartered in
Oklahoma City, the company's operations are focused on exploratory
and developmental drilling and producing property acquisitions in
the Mid-Continent region of the United States.


CINCINNATI BELL: J. Taylor Crandall Resigns from Company's Board
----------------------------------------------------------------
Cincinnati Bell Inc. (NYSE:CBB) has accepted the resignation of J.
Taylor Crandall from its Board of Directors.

Crandall was appointed to the Board in 1999 as a Class III
director under the terms of an Investment Agreement between the
Company and Oak Hill Capital Partners, L.P. related to the
Company's Convertible Subordinated Notes due 2009. With the
completion of the purchase of these Notes, Crandall has tendered
his resignation.

"We thank J. for lending his considerable talents to our Board
over the last several years," said Phil Cox, Cincinnati Bell's
Chairman.

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


CITICORP MORTGAGE: Fitch Affirms Junk Ratings on 2 Class B Notes
----------------------------------------------------------------
Fitch Ratings has affirmed two classes for the following Citicorp
mortgage-pass through certificates:

Citicorp Mortgage Securities, mortgage pass-through certificates,
series 1990-12

        -- Class B 'C'.

Citicorp Mortgage Securities, mortgage pass-through certificates,
series 1990-18

        -- Class B 'CCC'.

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


CITIGROUP MORTGAGE: Fitch Rates Two Cert. Classes at Low-B Level
----------------------------------------------------------------
Citigroup Mortgage Loan Trust Inc.'s $876.8 million mortgage pass-
through certificates, series 2003-1, are rated by Fitch Ratings as
follows:

     -- Classes IA1, IR1, XS1, PO1, IIA1 through IIA8, XS2A, XS2B,
        PO2, IIIA1 through IIIA9, XS3, PO3, W-A1, W-R1, W-IOA, W-
        XS1, W-PO1, W-A2, W-IOB, W-XS2, and W-PO2 senior
        certificates 'AAA';

     -- $9 million class B1 and W-B1 certificates 'AA';

     -- $4.2 million class B2 and W-B2 certificates 'A';

     -- $2.2 million class B3 and W-B3 certificates 'BBB';

     -- $1.5 million privately offered class B4 and W-B4
        certificates 'BB';

     -- $1.2 million privately offered class B5 and W-B5
        certificates 'B';

Fitch does not rate the privately offered class B6 or W-B6
certificates.

The mortgage loans will be divided into two principal loan groups,
designated as loan group S and loan group W. The mortgage loans in
loan group S have been further divided into three groups
designated as loan groups S-1, S-2 and S-3. The mortgage loans in
group W have been further divided into two loan groups designated
as loan groups W-1 and W-2.

The 'AAA' rating on the senior certificates of group S reflects
the 2.55% subordination provided by the 1.15% class B1, 0.55%
class B2, 0.30% class B3, 0.20% privately offered class B4, 0.15%
privately offered class B5 and 0.20% privately offered class B6
certificates. The 'AAA' rating on the senior certificates of group
W reflects the 1.45% subordination provided by the 0.70% class W-
B1, 0.30% class W-B2, 0.15% class W-B3, 0.10% privately offered
class W-B4, 0.10% privately offered class W-B5 and 0.10% privately
offered class W-B6 certificates. Fitch believes the above credit
enhancement will be adequate to support mortgagor defaults as well
as bankruptcy, fraud and special hazard losses in limited amounts.
In addition, the ratings also reflect the quality of the
underlying mortgage collateral, strength of the legal and
financial structures, the primary servicing capabilities of
Cendant Mortgage Corporation, rated 'RPS1-' by Fitch, CitiMortgage
Inc., Countrywide Home Loans Servicing LP, and Wells Fargo Home
Mortgage, Inc., rated 'RPS1' by Fitch, Washington Mutual Bank, FA,
rated 'RPS2+' by Fitch, First Horizon Home Loan Corporation, rated
'RPS2' by Fitch, Bank One, National Association, which is not
rated by Fitch, and the master servicing capabilities of Wells
Fargo Bank Minnesota, National Association, rated 'RMS1' by Fitch.

The trust will contain 2,102 conventional, fixed-rate mortgage
loans secured by first liens on one- to four-family residential
properties, with an aggregate principal balance of $896,768,517.
The loans in loan group S were originated by Sun Trust Mortgage,
Inc. The loans in group W were originated by Wells Fargo Home
Mortgage, Inc., except for approximately 0.97% of the group W
mortgage loans which were acquired directly by Citigroup Global
Markets Realty Corp. through the exercise of clean-up calls of
prior securitizations of various issuers.

The group S mortgage loans will consist of 1,266 newly originated
fixed-rate mortgage loans, with an aggregate principal balance of
$602,101,105. The average unpaid principal balance of the
aggregate pool as of the cut-off date is $475,593. The mortgage
loans in Group S-1 consists of 96 newly originated fixed-rate
mortgage loans with an aggregate principal balance of $45,636,953,
as of the cut-off date, Nov. 1, 2003. The mortgage pool has a
weighted average loan-to-value ratio (LTV) of 60.72%, with a
weighted average mortgage rate of 5.168%. Cash-out refinance loans
account for 17.3% and second homes 2.93%. The average loan balance
is $475,385 and the loans are primarily concentrated in California
(30.96%), Texas (10.06%) and Missouri (8.02%).

The mortgage loans in Group S-2 consists of 576 newly originated
fixed-rate mortgage loans, with an aggregate principal balance of
$271,465,641, as of the cut-off date. The mortgage pool has a
weighted average LTV of 66.96%, with a weighted average mortgage
rate of 5.549%. Cash-out refinance loans account for 16.66% and
second homes 1.24%. The average loan balance is $471,295 and the
loans are primarily concentrated in California (46.61%), Illinois
(11.69%) and Texas (5.07%).

The mortgage loans in Group S-3 consists of 594 newly originated
fixed-rate mortgage loans, with an aggregate principal balance of
$284,998,511, as of the cut-off date. The mortgage pool has a
weighted average LTV of 65.34%, with a weighted average mortgage
rate of 5.510%. Cash-out refinance loans account for 15.27% and
second homes 1.77%. The average loan balance is $479,795 and the
loans are primarily concentrated in California (49.39%),
Washington (8.04%) and Illinois (5.62%).

The group W mortgage loans will consist of 836 seasoned fixed-rate
mortgage loans, with an aggregate principal balance of
$294,367,413. The average unpaid principal balance of the
aggregate pool as of the cut-off date is $352,114. The mortgage
loans in Group W-1 consists of 245 seasoned fixed-rate mortgage
loans, with an aggregate principal balance of $72,002,294, as of
the cut-off date, with a weighted average seasoning of 62 months.
The mortgage pool has a weighted average LTV of 47.57%, with a
weighted average mortgage rate of 7.284%. Cash-out refinance loans
account for 18.81% and second homes 5.53%. The average loan
balance is $293,887 and the loans are primarily concentrated in
California (15.60%), New York (10.96%) and Texas (10.65%).

The mortgage loans in Group W-2 consists of 591 seasoned fixed-
rate mortgage loans, with an aggregate principal balance of
$222,365,118, as of the cut-off date with a weighted average
seasoning of 62 months. The mortgage pool has a weighted average
LTV of 66.65%, with a weighted average mortgage rate of 7.409%.
Cash-out refinance loans account for 11.07% and second homes
4.65%. The average loan balance is $376,252 and the loans are
primarily concentrated in California (26.63%), New York (10.95%)
and New Jersey (7.61%).

U.S. Bank National Association will serve as trustee. Citigroup
Mortgage Loan Trust Inc., a special purpose corporation, deposited
the loans in the trust which issued the certificates. For federal
income tax purposes, an election will be made to treat the trust
as multiple real estate mortgage investment conduits.


CKE RESTAURANTS: Will Publish Third-Quarter Results on Dec. 10
--------------------------------------------------------------
CKE Restaurants, Inc. (NYSE: CKR) announced details relating to
its Third Quarter Fiscal 2004 conference call and webcast for the
quarter ended November 3, 2003.

IMPORTANT NOTE:  CKE Restaurants, Inc. will release Third Quarter
results on Wednesday, December 10, 2003 when a summary press
release will be issued and its Report on Form 10-Q will be filed
with the Securities and Exchange Commission.   A conference call
and webcast with management will be held the following morning --
on Thursday, Dec. 11, 2003.

     What:     CKE Restaurants, Inc. Third Quarter Conference Call
               and Webcast

     When:     Dec. 11, 2003 at 11:30 a.m. Eastern Time
               (8:30 a.m. Pacific Time)

     Where:    Dial 913-981-4900 (no confirmation code required)
               or Listen live over the Internet at
               http://www.shareholder.com/cke/medialist.cfm

     Contact:  Christie Cooney, Manager, Corporate Communications,
               CKE Restaurants, Inc., 805-745-7740

If you are unable to participate during the live event, a replay
will be made available for one week beginning two hours after the
end of the live call.  To access the replay, dial 888-203-1112 in
the U.S. or 719-457-0820 outside of the U.S. (access code: 535602)
or go to http://www.shareholder.com/cke/medialist.cfm

CKE Restaurants, Inc. (S&P, B Corporate Credit Rating, Negative),
through its subsidiaries, franchisees and licensees, operates over
3,200 restaurants, including 1,000 Carl's Jr. restaurants, 2,181
Hardee's restaurants, and 97 La Salsa Fresh Mexican Grills in 44
states and in 14 countries. For more information, go to
http://www.ckr.com


CONSOL ENERGY: Expects Losses for 2003 due to Lower Coal Sales
--------------------------------------------------------------
CONSOL Energy Inc. (NYSE: CNX) is revising earnings guidance for
calendar year 2003.  Previous guidance was for net income of $0.37
per diluted share for the calendar year ending December 31, 2003.  
The company now expects to report a loss of $0.02 to $0.05 per
diluted share.  The change in forecasted results primarily is due
to lower forecasted coal sales for the quarter ending December 31,
2003, resulting from lower forecasted coal production.  In
addition, earnings will be impacted negatively by an increase in
premium payments to the United Mine Workers of America Health and
Retirement funds, $7 million of which will fall in the quarter
ending December 31, 2003.  CONSOL Energy, however, is protesting
this rate increase.

Following an analysis of actual results for October and a review
of coal production forecasts for the remainder of the year, the
company believes that coal production for the calendar year 2003
will be in the range of 60.0 million to 60.5 million tons. Sales
of company-produced coal for calendar year 2003 are expected to be
in the range of 61.5 million to 62.0 million tons. Lower sales
from production shortfalls will be offset, in part, by additional
sales from inventory.

Expected coal production in the fourth quarter of 2003 is being
impacted by: unfavorable mining conditions at Enlow Fork Mine,
Mill Creek Mine and Mine 84; a roof fall in late October along the
west beltline at the Bailey Mine; equipment problems at VP8 and
Jones Fork mines; and flooding along the Ohio River.

Primary production impacts were at the Bailey and Enlow Fork
mines. The roof fall on a main haulage belt at the Bailey mine
resulted in the loss of 9 days of production from one of the
mine's two longwall mining units.  At Enlow Fork Mine, methane gas
was being expelled from the floor of the E8 longwall panel, an
unusual situation at the mine, resulting in lost production time.
When methane gas rises above a certain level, mining equipment is
automatically de-energized until the mine's ventilation system
clears the gas from the area.

The damage to the west belt haulage at Bailey Mine has been
repaired. During 2004, operations at the Bailey Mine will shift
into a new area of the reserve and away from the west belt haulage
area where roof conditions were a problem, eliminating 8 miles of
underground belt haulage.  In addition, new equipment, including a
new 7500-ton underground storage bunker and a new longwall system
were brought into service at Bailey Mine. A detailed drilling
program has been implemented at Enlow Fork mine to reduce or
eliminate gas coming from the floor of the E9 coal panel, the next
coal panel in the mining plan at Enlow Fork Mine.

Because of lower than forecast coal production levels, the company
expects to take a number of cost-saving measures.  These include a
reduction in corporate overhead and the potential sale of certain
non-core assets, including the previously announced sale of the
Emery Mine.  All asset sales are subject to Board approval.

Total coal production declined in the period-to-period comparison
primarily because some mines that produced coal in October 2002
were subject to depletion or sale later in 2002 or 2003. The
aggregate impact on coal production from these events was
approximately 0.6 million tons.

Gas production improved period-to-period because additional
producing wells were drilled. No electricity was produced during
the October 2003 period due to lack of demand for peak power.

Northern Appalachia includes production from the following mines:
Bailey, Blacksville #2, Enlow Fork, Mahoning Valley, McElroy, Mine
84, Robinson Run, and Shoemaker. Central Appalachia includes
production from the following mines: Amonate, Buchanan, Jones
Fork, Mill Creek, and VP #8. Midwest/West includes production from
the Emery Mine in Utah and CONSOL Energy's portion of the Glennies
Creek Mine in Australia. The Rend Lake Mine was idled in July
2002. Some equipment has been removed from Rend Lake, and the mine
remains on idle status. On February 28, 2003, the Cardinal River
and Line Creek mines in Canada, which were included in October
2002 production, were sold.

CONSOL Energy Inc. is the largest producer of high-Btu bituminous
coal in the United States. CONSOL Energy has 20 bituminous coal
mining complexes in seven states and in Australia. In addition,
the company is one of the largest U.S. producers of coalbed
methane with daily gas production of approximately 135 million
cubic feet from wells in Pennsylvania, Virginia and West Virginia.
The company also has a joint-venture company to produce natural
gas in Virginia and Tennessee, and the company produces
electricity from coalbed methane at a joint-venture generating
facility in Virginia.

CONSOL Energy Inc. (S&P, BB Senior Unsecured Debt Rating, Stable)
is the largest producer of high-Btu bituminous coal in the United
States, and the largest exporter of U.S. coal. CONSOL Energy has
20 bituminous coal mining complexes in seven states and in
Australia.  In addition, the company is one of the largest U.S.
producers of coalbed methane, with daily gas production of
approximately 135 million cubic feet. The company also produces
electricity from coalbed methane at a joint-venture generating
facility in Virginia. CONSOL Energy has annual revenues of $2.2
billion. It received a U.S. Environmental Protection Agency 2002
Climate Protection Award, and received the U.S. Department of the
Interior's Office of Surface Mining 2003 and 2002 National Award
for Excellence in Surface Mining for the company's innovative
reclamation practices in southern Illinois. Additional information
about the company can be found at its Web
site: http://www.consolenergy.com


CONTINENTAL AIRLINES: Reports 8.7% Traffic Increase for November
----------------------------------------------------------------
Continental Airlines (NYSE: CAL) (S&P, B Corporate Credit Rating,
Stable Outlook) reported a record November systemwide mainline
load factor of 75.3 percent, 5.5 points above last year's November
load factor.  

In addition, the airline had a record November domestic mainline
load factor of 74.7 percent, 4.5 points above November 2002, and a
record international mainline load factor of 76.3 percent, 7.2
points above November 2002.

During the month, Continental recorded a U.S. Department of
Transportation on-time arrival rate of 78.7 percent and a
systemwide mainline completion factor of 99.5 percent.

In November 2003, Continental flew 4.7 billion mainline revenue
passenger miles and 6.3 billion mainline available seat miles
systemwide, resulting in a traffic increase of 8.7 percent and a
capacity increase of 0.7 percent as compared to November 2002.  
Domestic mainline traffic was 2.9 billion RPMs in November 2003,
up 6.7 percent from November 2002, and domestic mainline capacity
was 3.9 billion ASMs, up 0.3 percent from November 2002.

Systemwide November 2003 passenger revenue per available seat mile
is estimated to have increased between 4.5 and 5.5 percent
compared to November 2002.  For October 2003, RASM increased 4.4
percent as compared to October 2002.

Continental's regional operations (Continental Express) set a
record November load factor of 70.2 percent, 7.1 points above last
year's November load factor.  Regional RPMs were 523.6 million and
regional ASMs were 745.6 million in November 2003, resulting in a
traffic increase of 51.7 percent and a capacity increase of 36.4
percent versus November 2002.

In November, Continental sold its entire investment in Hotwire,
resulting in a net gain of approximately $37 million ($23 million
after income taxes).


COTT CORP.: Market Regulation Services Halts Trading of Shares
--------------------------------------------------------------
On December 1, 2003, Market Regulation Services reports that the
following issues have been halted:

    Issuer Name: Cott Corporation
    TSX Ticker Symbol: BCB
    Time of Halt: 4:19 PM
    Reason for Halt:  Pending News

                            *   *   *

As previously reported, Standard & Poor's Ratings Services raised
its long-term corporate credit rating on beverage manufacturer
Cott Corp., to 'BB' from 'BB-'. At the same time, the senior
secured debt rating was raised to 'BB+' from 'BB'.

According to Standard & Poor's criteria, when secured debt
accounts for a significant proportion of assets and cash flow,
unsecured debt is notched down from the corporate credit rating.
In this case, Cott's junior-ranking subordinated notes are notched
down twice from the long-term corporate credit rating.

The company's priority debt is notched upward once from the long-
term corporate credit rating, reflecting the strong likelihood of
full recovery of principal in the event of default or bankruptcy.

"The ratings actions reflect improved profitability and credit
protection measures that have benefited from strong results from
the company's U.S. operations, as well as a reduction in
leverage," said Standard & Poor's credit analyst Don Povilaitis.

These factors are offset by Cott's reliance on a few key accounts
and improving, although still somewhat constrained, liquidity.


DEVINE ENTERTAINMENT: Reports Reduced Losses for Third Quarter
--------------------------------------------------------------
Devine Entertainment Corporation reported financial results for
the three and nine month periods ended September 30, 2003 (all
amounts in Canadian dollars).

Revenues for the three months ended September 30, 2003, from the
Company's library of films decreased by $18,888 or approximately
10% to $184,985 as compared to $203,873 for the same period in
2002. The Company's net loss for the quarter was reduced by 48% to
$143,721, as compared to $274,408 for the same period in 2002, or
$0.01 per share as compared to $0.02 per share for the same
quarter in 2002. Nine month revenues from the Company's library of
films were down 33% to $490,420 as compared to the $732,880
recorded for the same period in 2002. Net loss for the first nine
months of 2003 was $394,413, or $0.03 a share, as compared to net
loss of $592,414, or $0.04 per share, for the first nine months of
2002, reflecting a $198,001 or a 33% reduction in losses for the
period as compared to 2002.

Operating expenses for the third quarter of 2003 were reduced by
more than 50% to $149,962 as compared to $318,077 for the same
period in 2002. Operating expenses for the first nine months of
2003 were reduced by approximately 50% to $382,944 as compared
with $769,428 for the same period in 2002. The Company's reduced
operating expenses reflect the continued cost cutting of the
Company's general expenses and distribution costs over the past
nine months and the Company's renewed focus on production activity
in the third quarter with the commencement of principal
photography on the Company's first feature film, entitled
"Bailey". The Company's consolidated cash position at
September 30, 2003, increased to $118,741 as compared to $34,969
at December 31, 2002, also reflecting the renewed production
activity on "Bailey". Financing for the $11.4 million dollar
production was completed subsequent to the end of the quarter.

Management noted that the decrease in revenues reflects the
strength of the Canadian dollar against the US dollar in 2003 as
well as the absence of a broadcast sale for the Company's library
in the first nine months of 2003. As the international broadcast
markets continue to improve, management expects that new broadcast
licenses of its library will be completed in the near future, and
the Company expects that video and DVD sales, which have remained
consistently strong in North America, will increase with the
launch of new DVD product in the fourth quarter of 2003.

With the commencement of new production on the Company's family
feature film "Bailey" in September 2003 and the subsequently
completed $11.4 million financing for the production and the
related revenues that will be recognized when the film is
delivered in the first half of 2004, the Company anticipates
significant improvement in the Company's financial position.

Five-time Emmy Award-winning Devine Entertainment Corporation is a
developer and producer of high-quality children's and family films
designed for worldwide motion picture, television and cable
markets and international home video markets.


DIMENSIONS HEALTH: Fitch Monitors Co. After Recent Audit Default
----------------------------------------------------------------
Manufacturers and Traders Trust Company, the trustee for the $79.3
million Prince George's County, MD, project and refunding revenue
bonds, series 1994, issued on behalf of Dimensions Health Corp,
recently filed a notice of an event of default for DHC's failure
to provide an audit within 120 days of its fiscal year-end, and a
statement from the auditor certifying that DHC has complied with
certain provisions of the master trust indenture, in particular
the debt service coverage covenant (1.1 times).

After contacting management, Fitch learned that DHC currently has
until Dec. 14 to release its audit. Management indicated that they
are working with their auditors and expect to release the audit
before its due date. Furthermore management believes that they are
in compliance with the covenants of the trust indenture in fiscal
2003. Fitch will monitor the situation and once the audit is
issued, Fitch will determine the impact to the rating, if any.

Fitch rates DHC's series 1994 bonds 'B-' with a Negative Rating
Outlook. DHC includes Prince George's Hospital Center, a 284-bed
acute care teaching facility, two miles north of Washington D.C.;
Greater Laurel Regional Hospital, a 130-bed acute care community
facility, midway between D.C. and Baltimore; Spellman Nursing
Center a 110-bed long-term care facility located on PGHC's campus;
and Bowie Health Center, an outpatient facility approximately ten
miles northeast of PGHC. DHC provides excellent financial
disclosure on its web site at http://www.dimensionshealth.com.  


DOW CORNING: Ups Manufacturing Capacity to Serve Asia Market
------------------------------------------------------------
Dow Corning Corporation is significantly increasing manufacturing
capacity for sealants and polymers in Korea in response to market
growth and customer needs.

The additional capacity will be located at the Dow Corning plant
in Jincheon.  The investment will add 40 percent capacity for
sealants and will double the polymer production capacity.  This
will ensure that Dow Corning can continue to provide reliable
supply to customers in Korea and other locations in Asia,
particularly during the peak season.

"This allows us to strengthen our ability to serve customers with
polymer and neutral sealants," said Christopher J. Bowyer, vice
president and general manager of the Core Products business.  He
noted that market demand for these products is increasing with
further growth anticipated in the future.

"We are responding to this trend and making investments that will
particularly benefit our customers in the Korean market who buy
via the Dow Corning brand and Xiameter(R), our web-enabled
business model and brand," Bowyer said.

The investment is one of several made by Dow Corning to ensure
that its supply chain capabilities in Asia, including the
development of new storage and distribution facilities for high
volume materials, continues to be ahead of the fast growing demand
and provides customers with faster and more flexible delivery.

Dow Corning -- http://www.dowcorning.com-- provides performance-
enhancing solutions to serve the diverse needs of more than 25,000
customers worldwide.  A global leader in silicon-based technology
and innovation, offering more than 7,000 products and services,
Dow Corning is equally owned by The Dow Chemical Company (NYSE:
DOW) and Corning, Incorporated (NYSE: GLW).  More than half of
Dow Corning's annual sales are outside the United States


ELECTROHOME: Closes Sale of Ontario Facility to Christie Digital
----------------------------------------------------------------
Electrohome Limited closed the sale of its 292,000 square foot
facility in Kitchener, Ontario to Christie Digital Systems Inc.,
previously its largest tenant.

The transaction will result in a gain before taxes of
approximately $5,500,000 which will be recognized in the first
quarter of fiscal 2004. As a result of the transaction,
Electrohome determined that at September 30, 2003, it was more
likely than not that it will be able to utilize some of its tax
loss carry forwards. Accordingly, a future income tax recovery of
approximately $600,000 will be recognized in fiscal 2003 as a
reduction of the future income tax valuation allowance.

Proceeds from the sale were used to pay associated costs and to
repay in their entirety all mortgages on the property totaling
$6,400,000 resulting in net cash proceeds to the Company of
approximately $3,000,000. Included in the mortgage repayment was
$3,500,000 owing to Mr. John A. Pollock, Chairman and Chief
Executive Officer, and to other members of his family.

Electrohome will now lease back its current offices.

Electrohome continues to hold its 30.6% interest in Fakespace
Systems which is the largest international company exclusively in
the advanced visualization marketplace, and a 5.7% interest in
Immersion Studios Inc. which produces specialty digital
interactive cinema. Going forward, Electrohome anticipates that
its earnings will be derived principally from its share of results
from Fakespace and from royalties for the use of Electrohome's
trademarks. Electrohome also has other potential one-time income
opportunities that may have a positive impact on future results.

Electrohome's shares are traded on the TSX under the symbols ELL.X
and ELL.Y.

At June 30, 2003, the Company's balance sheet shows a working
capital deficit of about $2 million, while total shareholders'
equity dwindled by half to $5.7 million.


ENRON CORP: Moves to Auction-Off Corporate Headquarters Building
----------------------------------------------------------------
Enron Corporation, Enron Property & Services Corporation and non-
debtor Enron affiliate, Enron Leasing Partners, LP, ask the Court
to:

   (a) authorize the sale by the Enron Parties of all of their
       right, title and interest in and to their corporate
       headquarters located at 1400 Smith Street, in Houston,
       Texas, and certain related personal property free and
       clear of lines, claims and encumbrances against Enron's
       and EPSC's interests in the assets, if any, through an
       auction; and

   (b) authorize the assumption and assignment of an executory
       contract by EPSC in connection with the sale of the
       Property.

The Office Property is a multi-story, class A office building
located in downtown Houston, Texas consisting of 1,265,000
rentable square feet.  In April 1997, the Office Property was
refinanced with $284,500,000 in synthetic lease financing
involving:

   (a) a loan to Brazos Office Holdings LP by a syndicate of
       banks with JPMorgan Chase Bank as the Agent; and

   (b) a Land and Facilities Lease Agreement dated as of April
       14, 1997, covering the Office Property by and between
       Brazos, as lessor, and Organizational Partner, Inc., an
       affiliate of Enron, as lessee.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that Enron guaranteed the performance of
Organizational's obligations under the Lease pursuant to a Parent
Guaranty dated as of April 14, 1997.  Organizational assigned to
ELP and ELP assumed all of Organizational's rights and
obligations under the Lease pursuant to an Assignment and
Assumption Agreement executed as of April 14, 1997.  ELP
subleased the improved real property to Enron pursuant to a
Sublease dated as of April 14, 1997.  Enron assigned its rights
and obligations under the Sublease to EPSC pursuant to an
Assignment and Assumption Agreement dated as of July 31, 1997.

After the Petition Date, the Agent asserted that certain Events
of Default occurred.  Upon the occurrence of an Event of Default,
Mr. Sosland explains that the Lease provides the agent certain
right and remedy, including, without limitation, those that may
adversely affect ELP's right, title and interest in and to the
Office Property and the ability of Enron and its affiliates to
occupy it.  As ELP is not a debtor, the automatic stay would not
apply to prevent the Agent from exercising remedies it may have
against ELP under the Lease and other synthetic lease documents.

Mr. Sosland reports that on October 10, 2002, the Agent filed
Proofs of Claim Nos. 11224 and 11225 against Enron.  On October
15, 2002, Brazos filed Claim Nos. 19149 and 19151 against Enron
and Claim Nos. 19150 and 19152 against EPSC.  The Claims relate
to Enron and EPSC's alleged obligations under the Parent
Guaranty.

As the occupancy of the Office Property was of paramount
importance to Enron, on May 14, 2002, the Enron Parties entered
into a Forbearance Agreement pursuant to which the Agent agreed
to forbear from taking actions under the synthetic lease
documents.  As amended, the Agent's forbearance will end on
December 31, 2003.

On September 2, 2003, TNPC, a wholly owned subsidiary of the
Agent, purchased at foreclosure Brazos' interest in the Lease and
the Property.  The foreclosure did not affect the right, title or
interest of ELP in or to the Property.

To facilitate access to the universe of the potential bidders for
the Property, Mr. Sosland relates that in July 2003, Enron and
Agent engaged Granite Partners LLC as an exclusive real estate
agent for the marketing and sale of the Property.  Granite
distributed a confidential offering memorandum regarding the
proposed sale of the Property to 102 prospective bidders, ranging
from single owner to property developers to pure financial
investors.  The Parties executed 106 confidentiality agreements
with interested parties.  Of them, 25 of the Interested Parties
visited the Land, the Building and a data room to conduct due
diligence on the Property.

However, despite the efforts of the Parties and Granite, they
were unable to identify and enter into a definitive agreement
with a "stalking horse" bidder to date.  Thus, the Parties
propose the sale of the Property without a "stalking horse"
bidder being chosen in advance pursuant to the Auction.  The
Parties will utilize Granite to solicit highest or best offers
for the Property through the Bidding Procedures.

Mr. Sosland reports that the Parties desire to sell the Property
and certain personal property related to the use and operation of
the Building pursuant to an Auction on substantially the same
terms as set fort in the Form Purchase Agreement.  The Property
includes, inter alia, the Land, the Building, the Improvements
and the Personal Property situated thereon.  The Form Purchase
Agreement contemplates that the purchaser of the Property will
assume the Assumed Contracts, which includes the Antioch
Allocation Agreement dated September 22, 1993, as amended.

The Form Purchase Agreement provides these principal terms:

A. Consideration

   At least $50,000,000 in cash.

B. Deposit

   Purchase will deposit by wire transfer equal to 20% of the
   Purchase Price as Deposit to the Title Company.  At the
   Closing, the Deposit will be applied to the Purchase Price
   and the Purchase will deliver the balance to the Title
   Company, which will then transfer the funds to the Agent.

C. Auction Process

   The auction process will be governed by the Bidding
   Procedures Order.

D. Property Acquired

   All of ELP and TNPC's right, title and interest in and to:

   (a) the Land;

   (b) Improvements;

   (c) the Personal Property;

   (d) all easements, hereditaments and appurtenances belonging
       to or inuring to the benefit of ELP or TNPC and
       pertaining to the Land, including all development rights,
       land use entitlements, air rights, water rights, sub-
       surface tunnel rights and agreements related thereto,
       parking rights agreements related thereto and skybridge
       rights and agreements related thereto;

   (e) all intangible personal property used or useful in
       connection with the Land, Improvements or Personal
       Property, certificates of occupancy and any other
       certificates of operation, floor plans, booklets and
       manuals relating to the operation of the Improvements or
       the Personal Property, contract rights, licenses and
       permits with respect to the Land or Improvements
       including, without limitation, consents, authorizations,
       variances or waivers, licenses, permits and approvals
       from any governmental or quasi-governmental agency,
       department, board, commission, bureau or other entity or
       instrumentality with respect to the Land or Improvements
       to the extent the Intangible Personal Property may be
       lawfully assignable without the consent of another party;

   (f) the Assumed Contracts; and

   (g) all assignable warranties and guaranties issued in
       connection with the Improvements or Personal Property.

   The Property will be sold in an "as is" "where is" condition
   and "with all faults" as of the date of the Purchase
   Agreement and as of the Closing Date.

E. Assumed Contracts

   The Anitoch Agreement will be assigned to Purchaser at
   Closing.  No other service, maintenance or supply contracts
   or property agreements will be assigned to Purchaser.

F. Insurance

   Until the Closing, the Enron Parties will, at their sole
   expense, keep the Property insured against fire and other
   hazards covered by an all risk policy subject to a property
   damage deductible of no greater than $1,000,000 each and
   every loss and comprehensive public liability insurance
   subject to a deductible of no greater than $2,000,000 against
   claims for bodily injury and property damage occurring in, on
   or about the Property.

G. Closing

   Payment of the Purchase Price and the closing under the
   Purchase Agreement will take place at the offices of Weil,
   Gotshal & Manges LLP in Houston, Texas at 10:00 a.m. Houston,
   Texas time on a date mutually acceptable to the Parties that
   occurs no later that the first business day after the
   expiration of the 10-day appeal period relating to entry of
   the Sale Order.  The Closing is anticipated to occur no later
   than December 16, 2003.  If the Purchase Price, subject to
   adjustments as provided herein, is not received in the
   Account on or prior to 2:00 p.m. Houston, Texas time, then
   the Closing will be deemed to have occurred on the next
   succeeding business day after the date of receipt.

According to Mr. Sosland, under the terms of the Letter Agreement
by and between the Enron Parties and the Agent, they agreed on
the manner in which certain costs and expenses related to the
Property and its sale would be handled, including, without
limitation, how proceeds from the sale of the Property would be
applied in certain instances with respect thereto.  Pursuant to
the Forbearance Agreement, the Parties will disburse the net
proceeds from the sale of the Property to the Agent for the
benefit of the Banks.  The disbursements will be made in
accordance with the mechanics provided in the Purchase Agreement.

Mr. Sosland asserts that selling the Property at auction will
maximize the value of the Property for the Parties.  In fact, the
sale will lower the Banks' potential deficiency claim for
obligations under the Parent Guaranty and Forbearance Agreement.  
Mr. Sosland believes that the sale of the Property at a private
auction will be the result of arm's-length and good faith
negotiations.

Allen Center, TizenHahn Allen Center LP, Architectural Metal
Crafts, Inc., C.W. Henderson Electric, Inc., Fisk Electric
Company, Gowan, Inc., Lakeview Glass & Mirror, In., Marek Bros.
Systems, Inc., Pollock Summit Electric, Techniques, Inc., Tri-
Universal, Inc., Brazos, the Agent and the Banks have liens on
the Enron Parties' interest in the Property.  However, the Enron
Parties do not believe that they have any property to which the
Liens could attach.  To make clear that any of the purported
Liens will not be assertable against the Property, the Enron
Parties ask Judge Gonzalez to declare the sale free and clear of
any liens as they may relate to claims against them.

Mr. Sosland contends that the assumption and assignment of the
Anitoch Agreement is warranted because:

   -- there in no known default existing under it; and
   -- it is material to the sale of the Property. (Enron
      Bankruptcy News, Issue No. 88; Bankruptcy Creditors'
      Service, Inc., 215/945-7000)


ENRON CORP: Asks Court to Disallow & Expunge 746 Piedras Claims
---------------------------------------------------------------
On November 21, 1996, an explosion occurred in the Humberto Vidal
Building in the Rio Piedras District of San Juan, Puerto Rico.  
Shortly thereafter, over 500 individual cases on behalf of nearly
1,500 plaintiffs were filed alleging personal injuries, business
interruption or property damage as a result of the explosion
against Enron Corporation, Enron Engineering & Construction
Company, San Juan Gas Company, Inc., and Enron Liquid Services
Corporation, together with non-debtors -- Enron Operations
Corporation and Enron Americas, Inc. -- and third parties, Puerto
Rico Aqueduct and Sewer Authority, Puerto Rico Telephone Company,
Humberto Vidal, Inc. and Heath Consultants, Inc.  The cases were
consolidated for administrative purposes in the U.S. District
Court for the District of Puerto Rico and the Court of First
Instance of the Commonwealth of Puerto Rico, San Juan Superior
Division.

According to Melanie Gray, Esq., at Weil, Gotshal & Manges LLP,
in New York, on March 28, 2000, the Debtor Defendants, the Non-
Debtor Defendants, the Primary Third Party Defendants and the
then-active plaintiffs in the Rio Piedras Explosion Litigation
reached confidential arrangements by which the issues of cause
and responsibility for the explosion would not be litigated.  
Instead, the defendants, without any admission of liability and
with reservation of defenses by the Debtor and Non-Debtor
Defendants, agreed to proceed to the damages phase.  The
applicable insurance carriers for the Debtor Defendants and the
Non-Debtor Defendants, who share the same insurance coverage, as
well as insurance carriers for the Primary Third Party Defendants
approved these arrangements.  Since then and as of April 11,
2002, 743 claims were settled, satisfied and dismissed with
prejudice, with the consenting insurance carriers reimbursing the
settlement payments and related fees, costs and expenses incurred
by the Debtor Defendants and the Non-Debtor Defendants in
defending and settling these claims.  Other plaintiffs' claims
were then dismissed voluntarily by court order.

On April 11, 2002, Ms. Gray recalls that the Court authorized the
Non-Debtor Defendants to proceed with settling Pending Actions on
behalf of themselves, the Debtor Defendants and the Primary Third
Party Defendants through September 30, 2002, subject to a
$50,000,000 overall cap, inclusive of costs and fees, among other
limitations.  Consequently, 326 additional claims were privately
settled for nearly $7,800,000.  Of the total 1,069 plaintiffs
privately settled and have entered the agreed releases, their
claims were dismissed with prejudice and the settlement amounts
were paid to their escrow agent.

Ms. Gray relates that on July 16, 2002, a $28,000,000 global
settlement to resolve the remaining plaintiffs' claims, federal
and local, was agreed in principle among representative counsel
for the plaintiffs, Non-Debtor Defendants' carriers' counsel and
Non-Debtor Defendants' counsel under the auspices of Honorable
Robert J. Ward, Senior District Judge for the Southern District
of New York.  By Orders of the federal court and the Commonwealth
Court, the global settlement was approved, which provided for the
dismissal of all Rio Piedras Explosion Litigation claims.  The
global settlement resolved the remaining 420 claims, including
individuals and business entities.

Ms. Gray explains that the Agreed Order authorized the Trial
Courts to take all action in their discretion and consistent with
the order to promote, expedite, and confirm the settlement of
actions then pending, including, without limitation, judicial
authorization of settlements, as necessary; the entry of orders
of dismissal, with prejudice, of settled claims, as appropriate;
and, the use of expedited discovery tools, court annexed
mediation, independent mediators, and court appointed experts, as
found appropriate by either or both Trial Courts.  The Agreed
Order was amended pursuant to the Stipulation and Order, as
entered October 10, 2002, to extend this authority of the Trial
Courts through December 20, 2002, to cause (a) the submission of
executed releases and related settlement documents to the Non-
Debtor Defendants; (b) the payment of settlement amounts
thereunder, and (c) entry of dismissals, with prejudice, of all
plaintiffs' claims settled in principle on or before November 11,
2002.  The Stipulation and Order also extended the bar date for
the plaintiffs in the Rio Piedras Explosion Litigation to
November 11, 2002.

As of November 11, 2002, 807 proofs of claim were filed against
the Debtors in connection with the Rio Piedras Explosion
Litigation.  Some alleged personal injuries, business
interruption or property damage as a result of the explosion,
while others specified no basis for the claim.

Accordingly, pursuant to Section 502 of the Bankruptcy Code and
Rule 3007 of the Federal Rules of Bankruptcy Procedure, the
Debtors object to 746 proofs of claim, totaling $604,614,868,
that are based on a claim that has been previously released by
the claimant pursuant to a General Release and Assignment of
Rights.  The Debtors ask the Court to disallow and expunge the
746 Claims, among which are:

   Claimant                               Claim No.   Amount
   --------                               ---------   ------
   Miguel Arocho Hernandez                 2102700   $2,124,275
   Eliza Mariam Ayala Ramos                1784300    3,000,000
   Samuel Bermejo Ubinas                   2104000    2,000,000
   Caribbean Beauty & Technical            2170000    2,450,000
   Ramon Castro Toro                       1251800    3,250,000
   Carmen Cordero Perez                    2104500    2,000,000
   Carlos Cortes Rivera                    1251700    3,250,000
   Ruben Del Valle Perez                   1787200    2,000,000
   Carla Suzette Diaz Ocasio               2109500    2,300,000
   Jose Luis Gonzalez Suarez               2173500    4,000,000
   Humberto Vidal, Inc.                     959700   23,750,000
   Miguelina Belkys Martinez Toribio       1183100    3,000,000
   Feliciano Medina Serrano                 934500    2,000,000
   Ana Judith Melendez Rodriguez            947400    2,000,000
   Juan A. Mesa Arcoba                     2175300    2,000,000
   Nicole M. Mier Romeo                    2173400    4,000,000
   Irma Millan Reyes                       2103100    2,000,000
   Alicia Pacheco Narvaez                  1786800   10,000,000
   Jean Khris Picorelli Cruz               1785000   15,000,000
   Blas Picorelli Osorio                   1785100   15,000,000
   Toro Ramon Castro                       1251900    3,250,000
   Carlos Ramos Bosque                     1787000    2,000,000
   Janet Ramos Rivera                      1784200    4,000,000
   Jorge Rafael Ramos Rivera               1784400    3,000,000
   Esteban Resto Toledo                    1786900    2,000,000
   Luis Rios Salgado                       1388900    2,000,000
   Justina Rivera Del Moral                1784500    6,000,000
   Cynthia Rivera Serrata                  2109200    3,000,000
   Aleida Rodriguez Elba                   1787900    2,500,000
   The Estate of Augusto Agosto            1251100    3,068,640
   
Ms. Gray contends that if the 746 Claims are not formally
expunged and disallowed, the claimants would be in breach of
their release and could potentially receive double recovery.  
Moreover, eliminating the redundant and released claims will
enable the Debtors to maintain a claims register that more
accurately reflects the claims that have been asserted against
them.

In addition, the Debtors object to these claims and ask the Court
to disallow and expunge them because no amount is due to any of
the claimants after the Trial Courts dismissed their claims with
prejudice for want of prosecution or abandonment:

   Claimant                               Claim No.   Amount
   --------                               ---------   ------
   Victor F. Colon Mercedes                1442300   $75,000
   Gilberto Colon                          1445100    75,000
   Dorca E. De Jesus                       2173200   250,000
   Angel Luis Maldonado                    1442700    75,000
   Raul Ramirez Rosado                     1442900    75,000

Furthermore, Ms. Gray informs Judge Gonzalez that after
conducting a review of their books and records, 56 proofs of
claim claimants were not plaintiffs in the Rio Piedras Explosion
Litigation.  None of these claimants provided any information
whatsoever regarding their claim, including failing to identify
the basis of their clams and failing to attach any supporting
documentation.

Thus, the Debtors ask the Court to disallow and expunge the 56
Claims, which each claim for $100,000, in their entireties.  
Among the largest of the 56 Claims are:

   Claimant                               Claim No.   
   --------                               ---------   
   Robert de Aza Baez                      1443800
   Francisco de la Cruz Lozada             1693900
   Gabriel de la Cruz Rentas               1695400
   Manuel Antonio de la Cruz Suarez        1447400
   Anais Pabon Diaz                        1447000
   Elis A. Marrero                         1693200
   Deyanira Nieves                         1367100
(Enron Bankruptcy News, Issue No. 88; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


EXIDE: Solicitation Exclusivity Intact Until December 18, 2003
--------------------------------------------------------------
Exide Technologies and its debtor-affiliates needed more time to
conclude the confirmation of their recovery plan and address any
matters that might arise during the Confirmation Hearing. Thus,
the Debtors sought and obtained Court approval to extend their
exclusive period to solicit acceptances of their Plan through and
including December 18, 2003 pursuant to Section 1121(d) of the
Bankruptcy Code.

The Debtors believed that the additional time to solicit votes on
the Plan will result in a more efficient use of estate assets and
resources. The Debtors anticipated that no further extensions
will be necessary. (Exide Bankruptcy News, Issue No. 35;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


GEMCO WARE: Lifetime Hoan Acquires Assets of Glassware Provider
---------------------------------------------------------------
Lifetime Hoan Corporation (Nasdaq:LCUT), a leading marketer of
housewares, announced it has acquired the assets of Gemco Ware,
Inc., a provider of glassware products for storing and dispensing
food and condiments.

Jeffrey Siegel, chairman and chief executive officer, commented,
"Gemco's well-established customer base and strong product line
provide an excellent opportunity for Lifetime Hoan to expand our
business with our largest customers. Equally important, our
purchase of Gemco's assets will enable Gemco Ware to continue to
ship its principal customers on a timely basis."

"Looking forward," Mr. Siegel continued, "we expect Lifetime
Hoan's highly regarded in-house product design capability to
establish Gemco as a leading resource for innovative glassware
products."

Gemco Ware filed for bankruptcy protection under Chapter 7 in
November 2003.

Lifetime Hoan Corporation is a leading designer, marketer and
distributor of household cutlery, kitchenware, cutting boards,
pantryware and bakeware, marketing its products under various
trade names including Farberwarer and Hoffritzr. Through the use
of various brand names, Lifetime Hoan's products are distributed
through almost every major retailer in the U.S.

Gemco Ware is a 55-year-old supplier of glassware and housewares
located in Hauppauge, New York. The Gemco name has long been
associated with classic-style oil and vinegar cruets, sugar
dispensers, pourers, salt and pepper shakers and related products.


GENESIS HEALTH: Closes Spin-Off and Changes Name to NeighborCare
----------------------------------------------------------------
Genesis Health Ventures, Inc. (Nasdaq: GHVI) completed the tax-
free spin-off of its eldercare and rehabilitation businesses into
a separate publicly traded company, Genesis HealthCare
Corporation.

Genesis Health Ventures changed its name to NeighborCare, Inc.
effective December 2, 2003.  NeighborCare corporate offices will
be located in Baltimore, Maryland while Genesis HealthCare will
continue to be headquartered in Kennett Square, Pennsylvania.

Also, GHVI distributed to its shareholders of record as of
October 15, 2003, 0.50 shares of GHC common stock for each share
of GHVI common stock.  GHVI shareholders will receive cash in lieu
of any fractional shares of GHC common stock following the
distribution.  Cash received in lieu of fractional shares is
taxable.

Beginning December 2, 2003, Genesis HealthCare and NeighborCare
will trade as separate companies on the NASDAQ National Market
System.  Genesis HealthCare common stock will trade under the
ticker symbol "GHCI" and NeighborCare will trade under the ticker
symbol "NCRX".

To commemorate the completion of the spin-off and the initial
trading of GHCI and NCRX as independent companies, Genesis
HealthCare and NeighborCare will open trading of the NASDAQ Stock
Market on Tuesday, December 2, 2003. Genesis HealthCare Chairman
and Chief Executive Officer George V. Hager, Jr. and NeighborCare
Chairman and Chief Executive Officer John J. Arlotta will lead the
opening ceremony.

As a result of the spin-off, the conversion price of GHVI's Series
A Participating Convertible Preferred Stock has been adjusted in
accordance with its Amended and Restated Articles of Incorporation
to $12.60 from $20.33.  For more information on the conversion
calculation, please visit the investor section of its Web site at
http://www.ghv.com or  http://www.neighborcare.com

"The separation allows all of us at Genesis HealthCare to focus
our attention and energies on building and strengthening our core
operations," stated George V. Hager, Jr.

"We are excited about NeighborCare's prospects and remain focused
on setting a new standard of service within our industry," stated
John J. Arlotta.  "We are uniquely positioned as an established
provider with a new vision and a renewed energy that will provide
value for both customers and shareholders alike."

Genesis HealthCare is one of the nation's largest long-term care
providers with over 200 skilled nursing centers and assisted
living residences in 12 eastern states operating under the Genesis
ElderCare banner.  Genesis also supplies contract rehabilitation
therapy to over 730 healthcare providers in 21 states and
Washington, DC.

Visit its Web site at http://www.genesishcc.com

NeighborCare, Inc. is one of the nation's leading institutional
pharmacy providers serving long-term care and skilled nursing
facilities, specialty hospitals, assisted and independent living
communities, and other assorted group settings.  The Company also
provides infusion therapy services, home medical equipment,
respiratory therapy services and community-based retail
pharmacies. In total, the Company's operations span the nation,
providing pharmaceutical services in 32 states and the District of
Columbia.

Visit its Web site at http://www.neighborcare.com


GIANT INDUSTRIES: Will Present at Friedman Billings Conference
--------------------------------------------------------------
Giant Industries Inc. (NYSE: GI) announced that Chairman and CEO
Fred Holliger will be a presenter at the Friedman Billings Ramsey
10th Annual Investor Conference today, at 1 p.m. Eastern time.

A live webcast of the event may be accessed through Friedman
Billings Ramsey's Web site at http://www.fbr.comunder the  
information and registration section of the Web site relating to
the conference.

Giant Industries Inc. (S&P, B+ Corporate Credit Rating, Negative),
headquartered in Scottsdale, Ariz., is a refiner and marketer of
petroleum products. Giant owns and operates one Virginia and two
New Mexico crude oil refineries; a crude oil gathering pipeline
system based in Farmington, N.M., which services the New Mexico
refineries; finished products distribution terminals in
Albuquerque, N.M., and Flagstaff, Ariz.; a fleet of crude oil and
finished product truck transports; and a chain of retail service
station/convenience stores in New Mexico, Colorado and Arizona.
Giant is also the parent company of Phoenix Fuel Co. Inc., an
Arizona wholesale petroleum products distributor. For more
information, visit Giant's Web site at http://www.giant.com


GOODYEAR TIRE: Names Robert A. Novotny VP of Global Engineering
---------------------------------------------------------------
The Goodyear Tire & Rubber Company (NYSE: GT) has named Robert A.
Novotny to the position of vice president, Global Engineering &
Manufacturing Technology.

In this role, Novotny will report to Joseph M. Gingo, executive
vice president, Quality Systems & chief technical officer, and
Chris W. Clark, senior vice president, Global Sourcing.

"Bob is a natural choice to lead our GE&MT function," Gingo said.  
"His extensive experience in engineering and manufacturing
leadership will be a considerable asset as he manages our global
process engineering, manufacturing technology and engineering
business standards functions in this new role."

Novotny, 48, replaces Ernest J. Rodia, who is retiring after 37
years with Goodyear.  Rodia, 60, had served as the group's vice
president since February 2001.

"Ernie has made countless contributions to Goodyear during his
career, and his knowledge and insight have been valuable to our
company," said Gingo.  "I thank him for his service to Goodyear."

Since 2000, Novotny has been director of global plant engineering
and capital projects based at the company's headquarters in Akron.
    
He is a graduate of the West Virginia University with degrees in
chemistry and chemical engineering.  He joined Goodyear in 1978 as
a development engineer.  In 1981 he went to Taiwan to participate
in the start up of a new facility, and later that year he became
group leader for wire processing development in the company's
Luxembourg Technical Center.

In 1984, Novotny left Luxembourg to become manager, Product
Development and Reliability, at Goodyear's steel tire cord plant
in Asheboro, N.C.  He became Asheboro's operations manager in
1987.  In 1991, he went to the company's Danville, Va., tire plant
as business center manager.

Novotny was named production manager at the Napanee, Ont., tire
plant in 1993, then maintained that title when he returned to
Danville in 1995.  He moved back to Asheboro in 1997, as plant
manager.  He subsequently became plant manager in Napanee from
1998-1999, and at the company's Union City, Tenn., tire plant from
1999-2000.

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


GULFMARK: S&P Affirms Low-B Rating & Revises Outlook to Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit and senior unsecured ratings on oil and gas equipment and
services provider GulfMark Offshore Inc. and revised its outlook
to negative following a review of GulfMark's expected debt
repayment ability given current market conditions in the North Sea
market and prospective financing plans.

Texas-based GulfMark has about $209 million of debt.

"The outlook revision reflects the effect of the weak, year-to-
date market conditions in the North Sea that are expected to
continue during fourth-quarter 2003 and into 2004, yielding
weaker-than-expected cash flow for GulfMark," said Standard &
Poor's credit analyst Paul B. Harvey. "Although the offshore
support vessel business is notorious for its deep cyclicality, the
absence of a market recovery despite multiple years of elevated
oil prices raises concerns about the downturn's duration and the
strength of future market upcycles," he continued.

GulfMark's senior unsecured debt rating could be lowered
independent of actions on GulfMark's corporate credit rating.
During the past year, GulfMark incurred material additional
secured debt and now is approaching 15% of total assets, which is
the threshold for "notching-down" senior unsecured debt of high-
yield issuers.

Contracted EBITDA for 2004 fails to adequately cover financial
costs and planned capital expenditures, which could cause GulfMark
to either reduce spending plans or borrow further (and reduce
available cash resources) in 2004. If the North Sea market
recovers in 2004 and GulfMark realizes significant benefits from
its fleet diversification into the India, Mediterranean and other
international markets, the outlook could be revised to stable.

The negative outlook reflects GulfMark's reduced cash flow and
increased borrowings from its secured credit facility that could
lead to negative rating actions on its corporate credit and senior
unsecured ratings. Continued poor market conditions in the North
Sea during 2004 could prevent timely repayment of borrowings from
its credit facility, including further borrowings to help fund
planned capital expenses and new vessel construction that would
result in weakened liquidity and financial metrics inconsistent
with its current ratings.


HANOVER DIRECT: Consummates Recapitalization Initiatives
--------------------------------------------------------
Hanover Direct, Inc. and Chelsey Direct, LLC had completed,
effective November 30, 2003, the recapitalization of the Company
and the reconstitution of the Board of Directors contemplated by
the Recapitalization Agreement executed on November 18, 2003.

Immediately following the closing, Mr. Donald Hecht joined the
Company's Board of Directors.  Mr. Hecht has managed Hecht &
Company, an accounting firm, since 1966.

Hanover Direct, Inc. (Amex: HNV) and its business units provide
quality, branded merchandise through a portfolio of catalogs and
e-commerce platforms to consumers, as well as a comprehensive
range of Internet, e-commerce, and fulfillment services to
businesses.  The Company's catalog and Internet portfolio of home
fashions, apparel and gift brands include Domestications, The
Company Store, Company Kids, Silhouettes, International Male,
Scandia Down, and Gump's By Mail.  The Company owns Gump's, a
retail store based in San Francisco.  Each brand can be accessed
on the Internet individually by name.  Keystone Internet Services,
LLC -- http://www.keystoneinternet.com-- the Company's third  
party fulfillment operation, also provides the logistical, IT
and fulfillment needs of the Company's catalogs and web sites.  
Information on Hanover Direct, including each of its subsidiaries,
can be accessed on the Internet at http://www.hanoverdirect.com

At September 27, 2003, Hanover Direct's balance sheet shows a
total shareholders' equity deficit of about $79 million.


HAWAIIAN AIRLINES: Trustee Sues Former CEO to Recover $28 Mill.
---------------------------------------------------------------
Hawaiian Airlines Trustee Joshua Gotbaum filed a lawsuit on Friday
against John W. Adams, the carrier's former chairman and CEO, the
Associated Press reported.

The suit, which seeks to recover $28 million paid to Adams and
other shareholders and insiders, also names Adams's investment
groups and the airline's parent firm, Hawaiian Holdings Inc.
Gotbaum said the money includes $25 million used for a stock
buyback in 2002 that already has been criticized by the U.S.
Bankruptcy Court. Under the $25 million share repurchase, shortly
before filing for chapter 11 protection, Hawaiian bought back
about 18 percent of its common stock at a price that was a 31
percent premium to the stock-market rate. Management and
affiliates received 69 percent of the proceeds at the time.

Boeing Capital Corp., a Hawaiian Airlines creditor, also had
criticized the tender offer, contending it was inappropriate for
Hawaiian Holdings to pay $25 million for shares after having
received more than $30 million in federal aviation-stabilization
funds in the aftermath of the Sept. 11 terrorist attacks, reported
the newswire. (ABI World, Dec. 1, 2003)


HAYES LEMMERZ: Completes Exchange Offer for 10-1/2% Senior Notes
----------------------------------------------------------------
Hayes Lemmerz International, Inc. (OTC: HAYZ) announced the
completion of the offer by its subsidiary, HLI Operating Company,
Inc., to exchange up to $250,000,000 aggregate principal amount of
its outstanding 10-1/2% Senior Notes due 2010 for a like principal
amount of its 10-1/2% Senior Notes due 2010.  

The exchange offer expired at 5:00 p.m., New York City time, on
November 28, 2003.

The newly issued notes will have substantially identical terms to
the previously outstanding notes, except that the issuance of the
new notes has been registered under the Securities Act of 1933, as
amended.  The exchange offer was made to satisfy HLI Operating
Company, Inc.'s obligations under a registration rights agreement
that was entered into with the initial purchasers of the
outstanding notes when such notes were originally issued.

As of the expiration of the exchange offer, all of the
$250,000,000 aggregate principal amount of outstanding notes had
been tendered for exchange, based on preliminary results.  All
outstanding notes that were properly tendered in the exchange
offer will be accepted for exchange.

HLI Operating Company, Inc. has filed a Registration Statement on
Form S-4 and a prospectus relating to the exchange offer with the
Securities and Exchange Commission and has filed other documents
with the SEC which contain important information, all of which the
noteholders are urged to read.  These and other documents relating
to the exchange offer may be obtained for free at the SEC's Web
site -- http://www.sec.gov-- or from Hayes by directing such  
request in writing to Hayes Lemmerz International, Inc., 15300
Centennial Drive, Northville, Michigan 48167, Attention: General
Counsel.  

Hayes Lemmerz International, Inc. is a leading global supplier of
automotive and commercial highway wheels, brakes, powertrain,
suspension, structural and other lightweight components.  The
Company has 43 plants, 2 joint venture facilities and
approximately 11,000 employees worldwide.


HAYES LEMMERZ: Commences Trading on Nasdaq NM Under HAYZ Symbol
---------------------------------------------------------------
Hayes Lemmerz International, Inc. (OTC Bulletin Board: HAYZ) has
received approval from NASDAQ to begin trading December 2, 2003 on
The NASDAQ National Market under the symbol "HAYZ."  The Company's
shares previously were quoted on the OTC Bulletin Board and in the
Pink Sheets under the symbol "HAYZ."

Hayes Lemmerz International, Inc. is a leading global supplier of
automotive and commercial highway wheels, brakes, powertrain,
suspension, structural and other lightweight components.  The
Company has 43 plants, 2 joint venture facilities and
approximately 11,000 employees worldwide.


HELLER FIN'L: Fitch Affirms Ratings on Series 2000-PH1 Notes
------------------------------------------------------------
Fitch Ratings affirms Heller Financial Commercial Mortgage Asset
Corp.'s mortgage pass-through certificates, series 2000-PH1, as
follows:

        -- $124.8 million class A-1 'AAA';

        -- $532.3 million class A-2 'AAA';

        -- Interest only class X 'AAA';

        -- $43.1 million class B certificates 'AA';

        -- $47.8 million class C 'A';

        -- $12 million class D 'A-';

        -- $35.9 million class E 'BBB';

        -- $14.4 million class F 'BBB-';

        -- $26.3 million class G 'BB+';

        -- $7.2 million class K 'B+';

        -- $9.6 million class L 'B';

        -- $9.6 million class M 'B-'.

Fitch does not rate the $19.1 million class H, $9.6 million class
J or $16.7 million class N certificates.

The rating affirmations are the result of the limited paydown of
the pool's certificate balance and stable performance of the
mortgage pool. As of the November 2003 distribution date, the
pool's certificate balance has paid down 5.3%, to $908.3 million
from $957 million at issuance.

Midland Loan Services, as master servicer, collected year-end 2002
operating statements for 93% of the pool by collateral balance.
The YE 2002 weighted average debt service coverage ratio for those
loans is 1.43 times, compared to 1.45x at YE 2001 and 1.42x at
issuance. Fitch is concerned with nine loans (3.33%) which are
currently specially serviced. Of the nine specially serviced
loans, four loans are delinquent. The largest specially serviced
loan (1%), Big Kmart, is secured by a 104,688 square foot retail
property located in Geneva, IL. The loan transferred to the
special servicer in July 2002 when Kmart rejected the lease after
declaring bankruptcy. Gander Mountain has signed a lease to occupy
the vacant Kmart space and the loan is expected to return to the
master servicer. The loan is current. The second largest specially
serviced loan (0.7%), Timbers Apartments, is secured by a 183 unit
multifamily property located in Spartanburg, SC. The loan
transferred to the special servicer in September 2003 due to
payment a delinquency. The special servicer is working with the
borrower to formulate a workout plan. No other specially serviced
loan represents more than 0.3% of the pool.

While Fitch does have some concerns with the pool, the current
credit support is adequate to support the rating affirmations.
Fitch will continue to closely monitor the delinquent loans in
this pool to determine if ratings actions are necessary.


HIGHWOODS PROPERTIES: Refinances $246.5-Million of Public Debt
--------------------------------------------------------------
Highwoods Properties, Inc. (NYSE: HIW), the largest owner and
operator of suburban office properties in the Southeast, has
successfully refinanced $246.5 million of public debt. This
refinancing will save the Company approximately $8.9 million
annually in interest, or $0.15 per share.

Ronald P. Gibson, Chief Executive Officer, stated, "We are pleased
to have successfully refinanced this debt at interest rates below
their previous levels, resulting in significant savings to the
Company. As a result, the average interest rate on all of our debt
outstanding has dropped 50 basis points to 6.4%. We also expect
our fixed charge coverage ratio to improve."

On December 1, 2003, $146.5 million of the Company's 8.0% Notes
and $100.0 million of the Company's 6.75% Notes matured. The
Company refinanced $127.5 million with 10-year secured debt at an
effective rate of 5.25%. $100.0 million was refinanced with a 2-
year unsecured term loan with a floating rate initially set at
1.3% over LIBOR. The balance, equaling $19.0 million, was repaid
using funds from the Company's $250.0 million senior credit
facility. As of December 1, 2003, the facility's outstanding
balance was $96.0 million.

Highwoods Properties, Inc. (Fitch, BB+ Preferred Shares Rating,
Negative) is a fully integrated, self-administered real estate
investment trust that provides leasing, management, development,
construction and other customer-related services for its
properties and for third parties. As of June 30, 2003, the Company
owned or had an interest in 564 in-service office, industrial and
retail properties encompassing approximately 44.6 million square
feet. Highwoods also owns approximately 1,360 acres of development
land. Highwoods is based in Raleigh, North Carolina, and its
properties and development land are located in Florida, Georgia,
Iowa, Kansas, Missouri, North Carolina, South Carolina, Tennessee
and Virginia. For more information about Highwoods Properties,
visit its Web site at http://www.highwoods.com


HOST MARRIOTT: Closes Sale of Jacksonville Hotel for $17 Million
----------------------------------------------------------------
Host Marriott Corporation (NYSE: HMT) has closed on the sale of
the Jacksonville, Florida Marriott hotel for total consideration
of approximately $17 million.  The proceeds are expected to be
used to repay debt obligations or other corporate purposes.

Host Marriott Corporation (S&P/B+/Stable) is a lodging real estate
company, which owns 122 upscale and luxury full-service hotel
properties primarily operated under Marriott, Ritz-Carlton, Four
Seasons, Hyatt, Hilton and Swissotel brand names. For further
information on Host Marriott Corporation, visit the Company's Web
site at http://www.hostmarriott.com


IMPERIAL PLASTECH: TSX Extends Continued Listing Review to 31st
---------------------------------------------------------------
Toronto Stock Exchange extended its review of the eligibility of
Imperial PlasTech Inc. (Symbol: IPQ) for continued listing
until December 31, 2003.

                        *   *   *

                 Reorganization Proceedings

The Company filed a plan of compromise and arrangement with
the Ontario Superior Court of Justice on November 18, 2003. The
Company distributed the Plan to its creditors and has called a
meeting of unsecured creditors to be held on December 5, 2003 for
the purpose of voting on the Plan. The Plan provides that each
holder of a proven unsecured claim will receive its pro rata share
of $1,400,000. The interests of secured creditors and trust claims
are not addressed by the Plan and will not be compromised through
the Companies' Creditors Arrangement Act proceedings.

Approval of the Plan and emergence from the reorganization
proceedings are subject to a number of conditions including
regulatory approval. There is no assurance that the Company will
emerge from the reorganization proceedings.

               Liquidity and Capital Resources

The Company had a cash flow deficiency from operations during the
quarter ended August 31, 2003, before changes in non-cash working
capital, of $(4.5) million compared to $(2.3) million for the same
quarter of fiscal 2002. The increase in outflow reflects the
financial condition of the Company.

Cash used in operations during the quarter ended August 31, 2003
was $(0.1) million compared to $(0.7) million during the same
quarter of fiscal 2002. The changes in non-cash working capital
reflected increased receivable collections and inventory
reductions, offset by an increase in accounts payable.

The Company had a working capital deficiency of $(16.2) million as
at August 31, 2003 compared to positive working capital of $4.3
million as at August 31, 2002. The working capital deficiency
increased from the amount reported at the end of the previous
year's quarter as a result of long-term debt being reclassified as
current debt combined with a decrease in accounts receivable, a
decrease in inventory and an increase in accounts payable.

  
INTEGRATED HEALTH: Court Declares HQ Transfer Protective Order
--------------------------------------------------------------
To help implement the Integrated Health Services Debtors' Amended
Joint Plan of Reorganization, IHS Liquidating LLC sought and
obtained a protective order from the Court, pursuant to the Plan
and Section 1146(c) of the Bankruptcy Code:

   (a) providing that the transfer of the Debtors' Headquarters
       Property to IHS Liquidating and from IHS Liquidating to a
       third party as well as the issuance of the mortgage lien
       for the benefit of Class 2 is exempt from transfer taxes;

   (b) directing the recording offices in the State of Maryland
       and the County of Baltimore or any municipality or
       governmental subdivision to record any transfer documents
       relating to the Transfers in their official real estate
       records, as may be requested by IHS Liquidating; and

   (c) prohibiting all federal, state and local regulatory and
       taxing authorities from requiring the payment of transfer
       taxes in connection with the transfers.

Prior to the Petition Date, the Debtors acquired and became the
beneficial owners of Integrated Health Services, Inc.'s corporate
headquarters campus in Sparks, Maryland.  

According to Robert S. Brady, Esq., at Young Conaway Stargatt &
Taylor LLP, in Wilmington, Delaware, the Headquarters Property is
an excluded asset that will be liquidated by IHS Liquidating.
Pursuant to the Plan, the Headquarters Property will be
transferred to IHS Liquidating, subject to a restructured
mortgage note and lien on the Headquarters Property, for the
benefit of the Secured Synthetic Lease Claims holders.  After
that, IHS Liquidating will market and sell the Headquarters
Property and use the Sale's net proceeds to satisfy the Secured
Synthetic Lease Claims in full.  Any remaining proceeds from the
Headquarters Property sale will be held in a general account for
future distribution to the Debtors' unsecured creditors, which by
operation of the Plan, are now members of IHS Liquidating.
(Integrated Health Bankruptcy News, Issue No. 67; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


INTERNATIONAL STEEL: Launches IPO of 15M Common Stock Shares
------------------------------------------------------------
International Steel Group Inc. (Proposed NYSE symbol: ISG)
launched an initial public offering of its common stock to sell
15,000,000 shares at an estimated offering price range of $22.00
to $24.00 per share.  All the shares of common stock to be offered
by International Steel Group Inc. will be newly issued shares and
no current stockholders will sell common stock in the offering.

Goldman, Sachs & Co. and UBS Securities LLC is acting as joint
book-running lead managers of the initial public offering.  The
offering will be made only by means of a prospectus, a copy of
which may be obtained, when available, from Goldman, Sachs & Co.,
Prospectus Department, 85 Broad Street, New York, NY 10004, or UBS
Securities LLC, ECMG Syndicate Department, 299 Park Avenue, New
York, NY 10171.  An electronic copy of the prospectus will be
available from the Securities and Exchange Commission's Web site
at http://www.sec.gov

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 sold nor may offers
to buy be accepted prior to the time the registration statement
becomes effective.   

International Steel Group (S&P, BB Corporate Credit Rating,
Developing Outlook) was formed by WL Ross & Co. LLC to acquire and
operate globally competitive steel facilities. Since its
formation, International Steel Group Inc. has grown to become the
second largest integrated steel producer in North America, based
on steelmaking capacity, by acquiring out of bankruptcy the
steelmaking assets of LTV Steel Company Inc., Acme Steel
Corporation and Bethlehem Steel Corporation. The company has the
capacity to cast more than 18 million tons of steel products
annually. It ships a variety of steel products from 11 major steel
producing and finishing facilities in six states, including hot-
rolled, cold-rolled and coated sheets, tin mill products, carbon
and alloy plates, rail products and semi-finished shapes serving
the automotive, construction, pipe and tube, appliance, container
and machinery markets.


INTERNATIONAL WIRE: Commences Negotiations with Ad Hoc Committee
----------------------------------------------------------------
International Wire Group, Inc. announced that an Ad Hoc Committee
of Bondholders holding its 11-3/4% Senior Subordinated Notes and
14% Senior Subordinated Notes has been formed.

The Committee represents approximately 61% of the Senior
Subordinated Notes.

The Committee has selected Stroock & Stroock & Lavan as its legal
advisor and Houlihan Lokey Howard & Zukin as its financial
advisor. As previously announced, the Company has engaged
Rothschild, Inc. as the Company's financial advisor and Weil,
Gotshal and Manges as legal advisors to assist in this process.

International Wire expects as soon as practicable to commence
negotiations with the Committee and its advisors regarding a
recapitalization of its balance sheet. In addition, International
Wire has decided to forego paying the interest due on December 1
on the Senior Subordinated Notes. The Company has a 30-day grace
period before an event of default has occurred.

"This is a very important event for our customers and suppliers,"
said Joseph Fiamingo, Chief Executive Officer. "We look forward to
a successful completion of a recapitalization that will result in
improved free cash flow, enhanced credit ratings and a stronger
balance sheet through the reduction of certain of our debt. The
economic downturn that has impacted many of the end markets we
serve has caused our balance sheet to become overleveraged. While
we have had many occasions to discuss our financial condition with
our customers and suppliers, I have been pleased with the faith
and support that our customers and suppliers have shown in us. I
look forward to rewarding that support by ensuring that
International Wire is a financially strong link in all of our
partners' supply chains for the long term. It is also the
Company's intention to maintain normal course payment to our
vendors and suppliers during this period," Fiamingo concluded.

International Wire Group, Inc., headquartered in St. Louis,
Missouri, is a leading manufacturer and marketer of wire products,
including bare and tin-plated copper wire and insulated copper
wire. The Company's products include a broad spectrum of copper
wire configurations and gauges with a variety of electrical and
conductive characteristics that are utilized by a wide variety of
customers primarily in the appliance, automotive, electronics /
data communications and general industrial / energy industries.
The Company manufacturers and distributes its products in 22
facilities strategically located in the United States, Mexico,
France, Italy and the Philippines.

                         *   *   *

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services lowered its corporate credit rating on
International Wire Group Inc., to 'CCC+' from 'B' based on ongoing
weakness in the company's end markets and the company's declining
liquidity position. The current outlook is negative.

International Wire is located in St. Louis, Missouri. Total debt
outstanding is $335.5 million.

"The company is seeing a continuing decline in its automotive
end market, which Standard & Poor's expects to continue," said
Standard & Poor's credit analyst Dominick D'Ascoli. "Also, the
company's liquidity position has declined substantially year-
over-year to $22.9 million as of Dec. 31, 2002, compared with
$38.1 million for the same period in the previous year."
Standard & Poor's said that the downgrade also reflects concerns
about possible covenant violations under International Wire's
bank loan agreement, which could restrict borrowing
availability. Financial covenants were recently amended, but
remain tight in light of expected end market weakness.


ISLE OF CAPRI: Acquires Two-Thirds Interest in Blue Chip Casinos
----------------------------------------------------------------
Isle of Capri Casinos, Inc. (Nasdaq: ISLE) has completed the
acquisition of two-thirds interest in Blue Chip Casinos Plc in the
United Kingdom.

Isle of Capri Casinos, Inc. has acquired a two-thirds interest in
Blue Chip Casinos Plc for 5 million pounds sterling ($8 million).
The remaining one-third interest of Blue Chip is held by English
private investors. Blue Chip has acquired The Castle Casino in
Dudley, England, near Birmingham, and has also received consent
from The Gaming Board of Great Britain to acquire and operate two
other properties in that area.

In addition to the acquisition of its interest in Blue Chip
Casinos, Isle of Capri recently announced that it has signed Heads
of Terms with Arena Coventry Ltd. to take a long-term lease and
operate a 100,000-square-foot entertainment complex, including an
Isle of Capri Casino, in Coventry, England adjacent to the planned
new state of the art football stadium for Coventry City.

All of these projects are subject to the appropriate approvals
from all necessary authorities.

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


J.C. PENNEY: Completes Sale of Mexico Department Store Operation
----------------------------------------------------------------
J. C. Penney Corporation, Inc. and its subsidiary, J. C. Penney
Mexico, Inc., announced that it has successfully completed the
sale of its six Mexico department stores to Grupo Sanborns S.A. de
C.V. of Mexico City. The sale transaction, which was announced on
October 29, 2003, was effective November 30, 2003.

J. C. Penney Corporation, Inc. (Fitch, BB+ Secured Bank Facility,
BB Senior Unsecured Debt, B+ Convertible Subordinated Debt and B
Commercial Paper Ratings, Negative), the wholly-owned operating
subsidiary of the Company, is one of America's largest department
store, drugstore, catalog, and e-commerce retailers, employing
approximately 230,000 associates. As of July 26, 2003, it operated
1,040 JCPenney department stores throughout the United States,
Puerto Rico, and Mexico, and 56 Renner department stores in
Brazil. Eckerd Corporation operated 2,710 drugstores throughout
the Southeast, Sunbelt, and Northeast regions of the U.S. JCPenney
Catalog, including e-commerce, is the nation's largest catalog
merchant of general merchandise. J. C. Penney Corporation, Inc. is
a contributor to JCPenney Afterschool Fund, a charitable
organization committed to providing children with high quality
after school programs to help them reach their full potential.

Grupo Sanborns is a diversified holding company of retail formats
with an important presence in the Mexico market.


KAISER ALUMINUM: Seeks Okay for Parcels 2A & 2B Bidding Protocol
----------------------------------------------------------------
The Kaiser Aluminum Debtors ask the Court to establish a mechanism
to identify higher and better offers for Parcels 2A and 2B.

The Debtors propose to set January 12, 2004 as the deadline for
submission of qualified bids and January 16, 2004 for the filing
of objections, if any, to the sale.  The Debtors intend to
conduct an auction on January 13, 2004, if necessary.

The Bidding Procedures for the Auction of Parcels 2A and 2B are:

   (a) The Debtors, in consultation with the Official Committee
       of Unsecured Creditors, will prepare:

       -- appropriate solicitation materials relating to Parcels
          2A and 2B;

       -- summaries of the Bidding Procedures; and

       -- a form of purchase agreement substantially similar to
          their Sale Agreement with Lanzce G. Douglass, in form
          and substance reasonably satisfactory to the Creditors
          Committee, to be distributed to any potential
          purchasers;

   (b) Persons or entities interested in potentially purchasing
       Parcel 2A, Parcel 2B or both parcels should contact Joseph
       A. Fischer, III, Esq., Kaiser Aluminum & Chemical
       Corporation Assistant General Counsel, at 713-332-4764 or
       at tre.fischer@kaiseral.com

   (c) Upon delivery of executed confidentiality agreements, the
       Debtors will provide the potential purchasers with access
       to the documentation, personnel and financial data
       necessary to evaluate Parcels 2A and 2B, including on-site
       due diligence access to Parcels 2A and 2B as reasonably
       asked by the potential purchasers; and

   (d) Any potential purchaser that desires to become qualified
       to participate in the auction of Parcels 2A and 2B may do
       so by submitting bids:

       -- in writing to:

          Joseph A. Fischer, III, Esq.
          Kaiser Aluminum & Chemical Corporation
          5847 San Felipe, Suite 2600, Houston, TX 77057

          or

       -- through facsimile at 713-332-4605.

       Bids must be received on or before 5:00 p.m. Central Time
       on January 12, 2004.  The bid conditions are:

       -- An $7,193,610 initial bid for Parcel 2A or a $1,380,000
          initial bid for Parcel 2B;

       -- Documentation of proof of delivery of $100,000 deposit
          in immediately available funds for Parcel 2A and
          $50,000 deposit for Parcel 2B to Spokane County Title
          Company, the escrow agent, pursuant to instructions to
          be provided by the Debtors; and

       -- A Form Purchase Agreement for the applicable parcel
          marked with any changes the potential purchaser may
          request.

The Debtors will review the bid submissions received and
determine, in consultation with the Creditors Committee, the
Official Committee of Asbestos Claimants, and Martin J. Murphy,
the legal representative of future asbestos claimants, which
submissions are the highest and best offers for Parcels 2A and
2B, and with respect to Parcel 2A, which submissions are higher
and better offers than the terms set forth in the Douglass Sale
Agreement.  The Debtors will determine whether Parcel 2B will be
sold before or after Parcel 2A and whether the bids for Parcel 2A
and 2B combined will be considered, as well as how any combined
bids will be treated.  At the Auction, persons or entities that
have submitted Qualified Bids may submit offers in excess of the
Parcel 2A Initial Bid provided that the competing bids are in
increments of at least $100,000.  Competing bids for Parcel 2B
are anticipated to be at increments of at least $25,000.

The Debtors, in their sole business judgment but after
consultation with the Creditors Committee, Asbestos Committee and
Futures Representative, will select the successful bid determined
to be the highest and best bid for each parcel or combination of
the parcels.  At the conclusion of the Auction, the successful
bidder will then promptly:

   (a) execute and deliver the Form Purchase Agreement containing
       the price and terms offered as the final bid; and

   (b) within 24 hours, deliver an additional $200,000 deposit
       from the successful bidder for Parcel 2A or an additional
       $50,000 deposit from the successful bidder for Parcel 2B,
       in immediately available funds to Spokane Title Company.

In the event that Parcel 2A is sold to an entity other that Mr.
Douglass, the Debtors will provide Mr. Douglass a break-up fee
equal to 3% of the purchase price for Parcel 2A.  The Debtors
will pay the Break-up Fee at the closing of the sale.

If Mr. Douglass submits the successful bid for Parcel 2A at the
Auction, he will be entitled to receive a reduction in the
purchase price equal to the Breakup Fee. (Kaiser Bankruptcy News,
Issue No. 35; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


KASPER A.S.L.: Completes Sale of All Assets to Jones Apparel
------------------------------------------------------------
Jones Apparel Group, Inc. (NYSE: JNY) has completed its
acquisition of 100% of the common stock of Kasper A.S.L., Ltd.

Jones Apparel Group, Inc. -- http://www.jny.com-- a Fortune 500  
Company, is a leading designer and marketer of branded apparel,
footwear and accessories. The Company's nationally recognized
brands include Jones New York, Polo Jeans Company licensed from
Polo Ralph Lauren Corporation, Evan-Picone, Norton McNaughton,
Gloria Vanderbilt, Erika, l.e.i., Energie, Nine West, Easy Spirit,
Enzo Angiolini, Bandolino, Napier, Judith Jack, Kasper, Anne
Klein, Albert Nipon and LeSuit.  The Company also markets costume
jewelry under the Tommy Hilfiger brand licensed from Tommy
Hilfiger Corporation and the Givenchy brand licensed from Givenchy
Corporation, and footwear and accessories under the ESPRIT brand
licensed from Esprit Europe, B.V.  Celebrating more than 30 years
of service, the Company has built a reputation for excellence in
product quality and value, and in operational execution.

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

As recently reported, Kasper A.S.L., Ltd. (OTC Bulletin Board:
KASPQ.OB) obtained confirmation from the U.S. Bankruptcy Court of
its amended plan of reorganization.


KMART CORP: Court Adjusts Data Claim Amounts with Use of Program
----------------------------------------------------------------
Kmart Corporation and its debtor-affiliates developed a
sophisticated computer program that electronically compares claims
to their Books and Records.  The program compares the thousands of
transactions that make up a vendor's claim to the transactions
listed in the Debtors' Books and Records.  The Electronic Claim
Comparison allows individual invoices claimed by the vendor to be
compared to the Debtors' Books and Records to determine whether:
     
     (i) the invoice amount matches the Debtors' Books and
         Records;
  
    (ii) the invoice amount differs from the Debtors' Schedules
         and Statements; or

   (iii) the invoices are in the Debtors' records at all.

The Electronic Claim Comparison generates a summary report that
identifies the types and magnitude of variances between the
Debtors' records and the vendor claim.  The typical variances
are:

     (i) open or missing invoices;

    (ii) shortage or pricing claims not included in the claim;

   (iii) merchandise allowances not included in the claim;

    (iv) vendor charge backs of deductions that the Debtors have
         taken; and

     (v) invoices and charge backs dated before January 1, 2001.

The Electronic Data Comparison generates adjustments that would
be made to the Debtors' Books and Records based on the creditor
data.

The Debtors applied the Electronic Claim Comparison to claims
where the vendors provided the electronic data to support their
claims.  The Electronic Claim Comparison calculated an adjusted
claim amount for each of the Creditor Data Claims.  Because of
the level of detail that supports the Electronic Date Comparison
and the Adjusted Creditor Data Claim Amounts, the Debtors believe
that the adjustments to the Creditor Data Claims are appropriate
and accurately reflect the amounts that were due and owing as of
the Petition Date.

In this regard, Judge Sonderby allows and reduces these Creditor
Data Claims:

                                            Claim   Reclassified
Claimant                    Claim No.      Amount         Amount
--------                    ---------      ------   ------------
Icon Health & Fitness         36144   $10,591,757    $10,591,757
Icon Health & Fitness         40621        26,192         26,192
M.Z. Berger & Co. Inc.        32587     5,179,578      5,179,578
M.Z. Berger & Co. Inc.        32588             0              0
O.D.P., Inc.                  10383       850,000        850,000

The hearing will be continued on these Claims:

                                            Claim   Reclassified
Claimant                    Claim No.      Amount         Amount
--------                    ---------      ------   ------------
Euro United Corporation       26918    $6,195,198       $318,137
Funai Corporation             27603     7,748,643      5,530,313
Garan Manufacturing           19411     2,716,776      2,617,289
Sit Marketing Int'l            2387     5,745,995      5,079,170
(Kmart Bankruptcy News, Issue No. 65; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KMART CORP: Hires Chief Apparel and Chief Financial Officers
------------------------------------------------------------
Kmart Holding Corporation (Nasdaq: KMRT) announced that John D.
Goodman will join the Company as Senior Vice President, Chief
Apparel Officer, and James D. Donlon III will join the Company as
Senior Vice President, Chief Financial Officer, both reporting to
President and Chief Executive Officer Julian C. Day.

"The hiring of these two experienced and successful executives
continues to strengthen our senior management team," Day said.  
"We have been patient in this process, waiting to hire the very
best individuals with an appetite for tackling the challenges and
opportunities before us."

Goodman joins Kmart after 11 years at Gap Inc., a leading
international specialty retailer operating 3,075 store locations
with reported 2002 sales of $14.5 billion.  At Gap Inc., Goodman
served in various capacities, including, most recently, Senior
Vice President, Gap Inc. Outlet, Merchandising, Planning,
Production and Distribution.  Prior to joining Gap Inc., Goodman
worked for Bloomingdale's, where he held the position of Buyer in
several areas of women's apparel.

"John brings with him a wealth of experience built on a strong
foundation first at Bloomingdale's and then at the Gap, one of the
most innovative apparel companies in the world," Day said.  "He is
truly an outstanding executive with a track record of success.  
His considerable experience and success as an apparel merchant,
coupled with the design talents that Chief Creative Officer Lisa
Schultz has brought to Kmart, will allow us to provide our
customers the fashion and value they want and deserve."

Donlon joins Kmart from the DaimlerChrysler Corporation, where he
was Senior Vice President -- Controller, and a member of the
Chrysler Group Executive Committee.  In his 25 years there, Donlon
played key roles in a variety of critical senior management
positions within the Finance organization.  In his most recent
position, he was responsible for the finance activities of Sales &
Marketing, Procurement & Supply, Product Development, Corporate
Financial Activities, Manufacturing, Quality, Serviceability and
International Activities.

"We are excited to have Jim join Kmart because of his reputation
for excellent financial control, a hands-on management style, and
an ability to mentor the strong financial team that we already
have at Kmart," Day said. "Jim has the experience and personal
integrity to set the appropriate tone at the top that we require
from our senior management team.  We are fortunate that he was
attracted to the entrepreneurial environment at Kmart."

Kmart Holding Corporation (Nasdaq: KMRT) and its subsidiaries is a
mass merchandising company that offers customers quality products
through a portfolio of exclusive brands that include THALIA SODI,
DISNEY, JACLYN SMITH, JOE BOXER, KATHY IRELAND, MARTHA STEWART
EVERYDAY, ROUTE 66 and SESAME STREET.  Kmart operates more than
1,500 stores in 49 states and is one of the 10 largest employers
in the country with 170,000 associates. For more information visit
Kmart's website at http://www.kmart.com


KOREA CHOSUN: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: The Korea Chosun Daily Times, Inc.
        12-12 Queens Plaza South
        Long Island City, New York 11101

Bankruptcy Case No.: 1-03-25450

Type of Business: News services provider

Chapter 11 Petition Date: November 20, 2003

Court: Eastern District of New York (Brooklyn)

Judge: Elizabeth S. Stong

Debtor's Counsel: Steven D. Hamburg, Esq.
                  Koehler & Isaacs LLP
                  120 Broadway - 29th Floor
                  New York, NY 10271
                  Tel: 917-551-1300
                  Fax: 917-551-0030

Total Assets: $3,543,000

Total Debts: $3,912,168

Debtor's 30 Largest Unsecured Creditors:

Entity                                Claim Amount
------                                ------------
Kyo Jong Kim                            $1,000,000
180 Durie Ave.
Closter, N.J. 07624

Kwang Kil Moon                            $600,000
70 Downes Ave.
Staten Island, N.Y. 10312

Sang Hwa Yu                               $170,000

Yun Sok Bae                               $150,000

Hyeon Bae Lee                              $59,000

Young Hee Lee                              $25,000

Sung Chul An                               $20,000

Liko Enterprises Co., Inc.                 $19,981

Arkin Medo                                  $8,000

Harvard Colection Service                   $6,113

Valenza Contractors, Inc.                   $6,000

Esther K. Min                               $5,000

Kohl & Madden Co., Inc.                     $4,881

H.A. Metzger, Inc.                          $4,704

Morris A. Davis & Assoc., Inc.              $3,683

Goss Intl. Corp.                            $3,390

Penn Credit Corp.                           $3,000

Press Association, Inc.                     $2,500

Broadview Networks                          $1,195

Newtown & Assoc.                            $1,581

Arcade Stationers                           $1,444

Wholesales Collectors Assoc.                $1,368

Allied Interstate                           $1,301

Citibank, USA, NA                             $850

NCO Financial Systems, Inc.                   $850

Greenberg, Grant & Richards                   $748

Center Island Electric Corp.                  $426

Cinelli Carting Co., Inc.                     $415

Credit Management Services                    $384

Capital Sprinkler Service Corp.               $354


LA QUINTA CORP: Board Declares Dividend on 9% Preferred Shares
--------------------------------------------------------------
La Quinta Properties, Inc. announced that the Board of Directors
declared a dividend of $0.5625 per depositary share on its 9%
Series A Cumulative Redeemable Preferred Stock for the period from
October 1, 2003 to December 31, 2003.  

Shareholders of record on December 15, 2003 will be paid the
dividend of $0.5625 per depositary share of Preferred Stock on
December 31, 2003.

Dividends on the Series A Preferred Stock are cumulative from the
date of original issuance and are payable quarterly in arrears on
March 31, June 30, September 30 and December 31 of each year (or,
if not a business date, on the next succeeding business day) at
the rate of 9% of the liquidation preference per annum (equivalent
to an annual rate of $2.25 per depositary share).

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


LEVEL 3: CEO Crowe Urges FCC Restraint on VOIP Access Charges
-------------------------------------------------------------
James Q. Crowe, chief executive of Level 3 Communications, Inc.
(Nasdaq: LVLT), urged federal regulators to ensure that access
charges are not imposed on Voice Over IP, arguing that such fees
could forestall the benefits to businesses and consumers offered
by the burgeoning technology.

Speaking before a special forum of the Federal Communications
Commission, Crowe said regulators should establish interim rules
for the exchange of VOIP traffic that avoid imposing legacy access
charges until the agency has completed efforts to overhaul the
U.S. inter-carrier compensation system.

"Voice-Over-IP providers that originate or terminate
communications on IP networks should not be required to begin
paying access charges when the FCC has already recognized that the
whole inter-carrier compensation scheme must be addressed as part
of any sensible proceeding," Crowe said.

Crowe testified before FCC Commissioners at Monday's "Voice Over
IP Forum" in Washington.  The hearing marked the start of what is
expected to be a lengthy process under which the agency examines
the various economic and public policy issues raised by VOIP.

Under federal rules in place, VOIP traffic is generally classified
as an information service and exempted from the access charges
imposed on traditional telecommunications services.  With VOIP
technology, voice signals can be digitized, broken down and
transmitted as "packets" over IP networks and are, in essence,
indistinguishable from other streams of data traffic.

Some industry participants have argued that access charges should
be imposed on VOIP traffic, but Crowe said such a move would be
ill-conceived.

"[Mon]day we have an irrational patchwork, in which charges vary
by type of carrier, type of communication, and type of geography,"
he said.  "It's simply not a sustainable system.  The commission
should make clear as a matter of national policy that the de facto
status quo will exist until inter-carrier compensation is
addressed broadly."

Level 3 supports an inter-carrier compensation regime that largely
eliminates non-cost-based carrier-to-carrier payments.

At Monday's hearing, Crowe voiced support for a number of social
policies that would enhance Voice Over IP as the technology
continues to proliferate:

    -- Development of appropriate 911 and E911 interconnection and
       deployment standards for IP-originated VOIP;

    -- Development of packet-based standards for the
       Communications Assistance for Law Enforcement Act;

    -- A universal service contribution mechanism that is
       "application neutral" but that ensures that IP contributes
       to universal service funding when it provides the
       transmission component.

"The incredible pace of innovation makes change inevitable," Crowe
said. "The only real course is to recognize legitimate public
policy goals, while ensuring our country continues to lead the
world in communications technology."

Level 3 (Nasdaq: LVLT) is an international communications and
information services company.  The company operates one of the
largest Internet backbones in the world, is one of the largest
providers of wholesale dial-up service to ISPs in North America
and is the primary provider of Internet connectivity for millions
of broadband subscribers, through its cable and DSL partners.  The
company offers a wide range of communications services over its
22,500-mile broadband fiber optic network including Internet
Protocol services, broadband transport, colocation services, and
patented Softswitch-based managed modem and voice services.  Its
Web address is http://www.Level3.com

The company offers information services through its subsidiaries,
Software Spectrum and (i)Structure.  For additional information,
visit their respective web sites at
http://www.softwarespectrum.comand http://www.i-structure.com

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services assigned its 'CC' rating to Level 3
Communications Inc.'s shelf drawdown of $250 million convertible
senior notes due 2010. The outlook is negative.

Although cash proceeds improve Level 3's liquidity, Standard &
Poor's is still concerned about the company's ability to withstand
prolonged industry weakness, and risk from its acquisition
strategy.


MARSH SUPERMARKETS: Weak Sales Prompt S&P to Cut Rating to B+
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Marsh
Supermarkets Inc. The corporate credit rating was lowered to 'B+'
from 'BB-'. The outlook is stable. Approximately $187 million of
debt is affected.

The rating action reflects the company's continued weak sales and
earnings due to competitive store openings and the weak economy.
While Marsh continues to reduce costs and lower debt levels, weak
operating trends have resulted in EBITDA coverage of interest
trending in the mid-1x area, compared with 2x in 2001. In
addition, total debt to EBITDA is trending over 6.0x, compared
with 4.4x in 2000. The stable outlook assumes somewhat weak
operating trends may continue through the remainder of 2003,
but will begin to at least stabilize early in 2004.

"The ratings on Marsh reflect the company's heavy debt burden,
recent weak sales trends, and below-average operating margins,"
said Standard & Poor's credit analyst Patrick Jeffrey. "These
risks are somewhat mitigated by Marsh's participation in an
industry with good risk characteristics and its leading position
in its primary market of Indianapolis, Ind."

The company operates 111 supermarkets and 167 convenience stores
in Indiana and western Ohio. In Indianapolis, Marsh has a market
share of about 29%, similar to that of Kroger Co., according to
the 2003 Market Scope. However, the company has faced increased
competition in the past year from store openings by Wal-Mart
Stores Inc., Kroger, and others.

Marsh has an $83 million revolving credit facility that matures in
2006. The company also had $27 million of cash on hand as of
Oct. 11, 2003. Liquidity is sufficient for the rating, as the
combination of cash on hand and bank facility availability is
expected to help fund other minimal obligations through 2006.
Marsh's $120 million senior subordinated notes mature in August
2007 and will most likely need to be refinanced.


MIRANT: City of Zeeland Asks Court to Compel Contract Decision
--------------------------------------------------------------
The City of Zeeland, a Michigan Municipal Corporation, asks the
Court to compel Debtor Mirant Zeeland LLC to assume or reject a
Tax Abatement Contract dated May 15, 2000.  Moreover, Zeeland
asks Judge Lynn to vacate or annul the automatic stay to allow it
to:

   (a) issue a certificate of non-payment of taxes; or

   (b) revoke the 198 Exemption Certificate issued to Mirant.

Joel T. Hardman, Esq., at Macdonald + Macdonald PC, in Dallas,
Texas, relates that Mirant owns and operates a large natural gas
fired power plant in Zeeland, phase one and two of which were
completed in 2002.  The assessed value of the plant exceeds
$155,000,000 and the actual value of the plant exceeds
$310,000,000.  Mirant is the largest taxpayer in Zeeland.

According to Mr. Hardman, of Mirant's current $4,184,820 tax
liability, which Zeeland is charged under Michigan law to
collect, $924,167 will be retained by Zeeland, $2,110,534 will be
disbursed by Zeeland to its Public Schools, $343,395 will be
disbursed to the Ottawa Area Intermediate School District and
$806,724 to the State of Michigan for the state educational tax.  
The city and school taxes are "summer taxes" assessed on July 1,
2003.  All taxes were payable by August 15, 2003.

As a result of Mirant's continuing failure to timely pay its
property taxes:

   (a) The Zeeland schools were forced to delay a $24,000,000 to
       $25,000,000 bond issuance;

   (b) Zeeland was forced to postpone the purchase of a fire
       truck to replace a 27-year old aerial truck now in use;
       and

   (c) Zeeland was forced to adopt budget cuts and delay the
       financing of other public projects.

In 2000, Mr. Hardman tells the Court that Mirant's predecessor,
SEI Michigan LLC, applied for an Act 1998 Exemption Certificate,
significantly abating Mirant's tax obligations on the power plant
to be constructed in Zeeland.  Under Michigan law, Mirant entered
into a contract with a local unit of government as a condition to
the approval of the Exemption Certificate.  This resulted in the
Tax Abatement Contract.  "Mirant's continued performance under
the Tax Abatement Contract is a condition to a continued
abasement," Mr. Hardman remarks.

Among other things, the Tax Abatement Contract requires Mirant to
pay all utility bills within 30 days of billing and pay all
property tax bills prior to August 15 of each year prior
to interest beginning to accrue.  Failure to comply with these
conditions may result in termination of the Tax Abatement
Contract.  But for the tax abatement of tax rates provided
pursuant to the Tax Abatement Contract, Mirant would owe
approximately double the amount currently outstanding and
delinquent.

Under Michigan law, Mr. Hardman notes that delinquent Industrial
Facility Taxes will cause the tax abatement to be terminated
after the Treasurer files a certificate of non-payment of tax and
an affidavit on the certificate holder and with the register of
deeds where the property is located.  If the delinquent IFT real
estate taxes are not paid within 60 days thereafter, the Act 1998
Exemption Certificate is automatically revoked the next
December 31 by the State Tax Commission.

For delinquent IFT on personal property, Mr. Hardman explains
that the State Tax Commission will automatically revoke the Act
1998 Exemption Certificate for non-payment of personal property
taxes.  As a result, if Mirant does not promptly assume the Tax
Abatement Contract and cure its existing monetary defaults prior
to the end of the current calendar year, Mirant has a substantial
risk of losing at least part of the benefit it would otherwise
receive from the Tax Abatement Contract.

Mirant and its successors are expected to receive a benefit in
excess of $40,000,000 during the next 10 years.  Zeeland believes
that it would be in Mirant's best interest to cure the payments
due to Zeeland and assume the Tax Abatement Contract since the
failure to do so would result in an increase in Mirant's taxes by
100%.  However, despite requests from Zeeland and the massive
cash sums available to Mirant for payment, Mirant has not done
so, leaving Zeeland no choice but to take the steps necessary to
protect the school system and other municipal funding.

"If Mirant assumes the Tax Abatement Contract and cure its
existing monetary defaults, Zeeland would support the
continuation of its 1998 Exemption Certificate," Mr. Hardman
says.

Mr. Hardman contends that compelling Mirant to make a decision on
the Tax Abatement Contract is fair and reasonable given that:

   (a) Mirant and its affiliates are reported to have
       significant amount of cash on hand but chose not to pay
       the taxes it owes, hiding in their public announcements
       behind the fact that they have not sought a Court order
       authorizing the tax payment while jeopardizing the
       funding for critical services in Zeeland;

   (b) Mirant's non-payment of taxes significantly impacts
       Zeeland;

   (c) If Mirant wishes to have the benefit of the tax abatement
       on a going forward basis, it is only proper that they
       immediately comply with the terms of the abatement; and

   (d) If Mirant chooses to reject the Tax Abatement Contract,
       it would be unfair for their tax rate for real property
       to continue at levels consistent with the IFT rather than
       the ordinary property ad valorem taxes otherwise
       applicable. (Mirant Bankruptcy News, Issue No. 13;
       Bankruptcy Creditors' Service, Inc., 215/945-7000)


MISSISSIPPI CHEM.: Inks Pact to Sell Potash Assets to Intrepid
--------------------------------------------------------------
Mississippi Chemical Corporation (OTC Bulletin Board: MSPIQ)
announced its wholly owned subsidiaries, Mississippi Potash, Inc.
and Eddy Potash, Inc., have signed a definitive agreement to sell
substantially all of their potash assets to two wholly owned
subsidiaries of Intrepid Mining LLC, a privately held Denver based
natural resources company.

The estimated purchase price is expected to be approximately $27.0
million as of January 31, 2004, based on applying the purchase
price formula under the agreement to estimates of future working
capital levels. In addition, certain liabilities are going to be
assumed by the purchasers. This agreement represents a stalking
horse bid that must be approved by the U.S. Bankruptcy Court in
Jackson, Miss. Once approved, the next step will be an auction
process where other interested parties may submit bids. The sale
of these assets is expected to close in the first calendar quarter
of 2004.

Mississippi Potash, Inc., which had approximately $69.5 million of
net sales in fiscal 2003, owns and operates two mines and related
facilities in the Carlsbad area. In addition, it owns Eddy Potash,
Inc., which suspended operations in December 1997. During fiscal
2003, the two operating mines produced approximately 872,000 tons
of potash.

Charles O. Dunn, president and chief executive officer of
Mississippi Chemical Corporation, said, "The disposition of our
potash mining operations is in furtherance of our objective to
deleverage and reorganize the company as quickly as possible."

Mississippi Chemical Corporation is a leading North American
producer of nitrogen, phosphorus and potassium products used as
crop nutrients and in industrial applications.  Production
facilities are located in Mississippi, Louisiana and New Mexico,
and through PLNL, in The Republic of Trinidad and Tobago. On May
15, 2003, Mississippi Chemical Corporation, together with its
domestic subsidiaries, filed voluntary petitions seeking
reorganization under Chapter 11 of the U.S. Bankruptcy Code.

Intrepid Mining LLC is a privately held Denver based natural
resources company with existing potash mining and oil and gas
operations in the Rocky Mountain region of the United States.


MOTOR COACH: S&P Keeps Low-B/Junk Ratings on Watch Negative
-----------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit and
senior secured ratings on Schaumburg, Ill.-based Motor Coach
Industries International Inc. to 'B-' from 'B', and the
subordinated debt rating to 'CCC' from 'CCC+'. Ratings remain on
CreditWatch with negative implications where they were first
placed on Sept. 3, 2003. Total outstanding debt is about $520
million.

The ratings downgrade and continued CreditWatch listing reflect
increased concern over the delayed timing of private sector end-
market recovery, coupled with significantly reduced demand from
the previously robust public sector market, as Motor Coach has
completed shipments to a major customer. The combination of an
uncertain near-term outlook and a heavy debt burden has placed the
company under increasing financial stress.

The leading North American manufacturer of intercity coaches,
Motor Coach's operating performance continues to be adversely
affected by the persistent weakness of private-sector demand from
independent tour and charter operators and national fleet
operators. The lack of credit availability to T&C operators and
the financial problems plaguing national fleet operators create
uncertainty as to the timing of a private-sector recovery.

"We had expected that strong public-sector demand would last long
enough to enable private-sector demand to recover," said Standard
& Poor's credit analyst Daniel DiSenso. "Orders in the near-term
from the public sector, however, are now expected to be
significantly lower than those of the past couple of years."

Standard & Poor's will meet with management to review near-term
prospects for the industry and for Motor Coach, the company's
operating plan, and potential recapitalization steps to ease
financial stress to determine the impact on credit quality.


NOMURA ASSET: S&P Affirms & Keeps BB Class B-1 Rating on Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on classes
A-3, A-3CS, and A-4 from Nomura Asset Securities Corp.'s
commercial mortgage pass-through certificates series 1995-MD-III.
Concurrently, the rating on the B-1 class is affirmed and removed
from CreditWatch negative, while the ratings on the remaining
classes are affirmed.

The rating actions reflect the defeasance of 64.7% of the pool
with U.S. treasuries, coupled with a weighted average debt service
coverage ratio of 1.45x (as of December 2002) for the five
remaining non-defeased performing assets in the pool.

As of November 2003, the pool contained five mortgages and three
defeased loans totaling $385.9 million. The Grand Cayman Marriott
Beach Resort and Larken Properties loans are both of concern. The
two loans are hotel mortgages that are struggling with declining
occupancy levels. The Marriott loan is the only delinquent loan in
the pool, and became REO on May 15, 2003. J.E. Robert Co. Inc.
received an updated appraisal, resulting in an as is loan-to-value
of approximately 100%. Advances outstanding on the asset total
approximately $1.0 million. The Larken mortgage remains current,
but has experienced declining NCF of 67% since issuance.

The 305-room Marriott has debt totaling $35.2 million (or 8.9% of
the pool) and was transferred to JER, the special servicer, in
February 2003 after the borrower failed to maintain the required
debt service coverage test outlined in the loan documents. The
borrower subsequently entered into a deed-in-lieu of foreclosure
with the trustee. Occupancy levels at the hotel have fallen to
34.6%. Additionally, as of September 2003, revenue per available
room was $33.01 and the average daily rate was $95.28 (September
2003), both of which reflect the reduced tourism travel to the
island and better-positioned competition in the area. In addition,
the beach fronting the property has been eroding for
several years. Over the course of the next year, the island
government plans to spend approximately $935,500 to counteract the
effects of the beach erosion through a beach replenishment
program. Marriott prepared a product improvement plan for the
property, which is estimated to cost between $8 and $10 million
for implementation of the property renovation and other capital
improvements. The property has not undergone a material renovation
since it opened as a Radisson in 1988. Competition in the
surrounding area includes five hotels along Seven Mile Beach,
including the relatively new Westin Casuarina Resort and Spa,
which has 343 rooms (owned by a related entity to the former
Marriott borrower), and a Hyatt. Based on the updated appraisal,
the property has an as of value resulting in an LTV of 100%, and a
stabilized improved value, which will result in an LTV of less
than 60%.

The Larken portfolio includes four cross-collateralized and
defaulted, fully amortizing hotel mortgages, which include the
Holiday Inn (three) and Sheraton (one) flags, located in Montana
(two), Colorado (one) and Texas (one). All of the hotels have
fallen behind in their franchise fees. However, the borrowers of
the hotels in Aurora, Colorado and Billings, Montana have signed
short-term promissory notes to the franchisers to become current.
The WADSCR, on a NCF basis, for the portfolio has declined to
1.01x for the trailing 12 months ending September 2003, down from
1.75x at issuance. The decline in coverage is driven by an
occupancy level of 51%, RevPAR of $66.56, and ADR $34.57, compared
to occupancy of 63%, RevPAR (N.A.), and ADR of $53.11 at issuance.

The remaining three mortgages in the pool total $78 million and
had a WADSCR of 1.88x as of December 2002. The Wampold Loan totals
$35.7 million, is backed by six multifamily properties located in
Louisiana (three), Ohio (one), and Massachusetts (two), and has a
DSCR of 1.65x. The Bayfront Plaza loan totals $25.2 million, and
is secured by an office property in Florida that is performing
with a 1.62x DSCR. The Bishop loan, totaling $17.0 million, is
secured by nine assisted-care living facilities located in
Georgia, with a reported DSCR of 2.78x.
    
                      RATINGS RAISED
    
              Nomura Asset Securities Corp.
  Commercial mortgage pass-thru certs series 1995-MD-III
   
              Rating
        Class     To        From       Credit Support
        A-3       AAA       AA                 31.87%
        A-3CS     AA        A                  N/A
        A-4       AA        A                  20.79%
    
        RATING AFFIRMED AND REMOVED FROM CREDITWATCH
    
              Nomura Asset Securities Corp.
  Commercial mortgage pass-thru certs series 1995-MD-III
    
                    Rating
        Class     To       From           Credit Support
        B-1       BB       BB/Watch Neg            9.70%
            
                     RATINGS AFFIRMED
   
                Nomura Asset Securities Corp.
   Commercial mortgage pass-thru certs series 1995-MD-III
   
        Class    Rating         Credit Support
        A-1B     AAA                    48.50%
        A-2      AAA                    40.19%
        A-2CS    AAA                    N/A
        B-2      CCC                    2.01%


NORSKECANADA: Completes Acquisition of De-Inking Plant for $58M+
----------------------------------------------------------------
Canadian papermaker NorskeCanada now includes a Paper Recycling
Division. Acquisition of the de-inking plant in Coquitlam, B.C.
from privately owned Belkorp Group was completed today for a total
purchase price of $58 million, plus working capital. Under a long-
term arrangement, NorskeCanada will lease, from Belkorp, the land
and buildings housing the operation.

As the largest customer for de-inked fibre in British Columbia,
NorskeCanada expects to realize $16 million in annual savings by
bringing the Paper Recycling Division in-house. Additional
benefits are expected to accrue from better control over
production scheduling as well as economies in transportation and
material procurement costs. The potential to increase the plant to
full production capacity at little incremental capital cost,
provides added upside from the deal.

"This move is good for our bottom line, good for our customers,
and good for the environment," noted Russell J. Horner, president
and CEO. "Adding a modern plant and a team of people with a
culture of excellence to our business makes good, strategic sense.
We worked together in the manufacturing supply chain for years and
closer integration of this facility with our mills gives us
flexibility to readily meet demand for paper products made from
de-inked pulp as environmental interests grow."

With the purchase, NorskeCanada now owns the largest paper
recycling operation in Western Canada. The Coquitlam-based plant
opened in 1991 and uses state-of-the-art technology to convert
recovered publication papers into a recycled pulp. The plant buys
old newspapers and magazines from points east to Winnipeg and
throughout the Midwest U.S. with more than 60 per cent of this
supply originating in British Columbia and Alberta.

The transaction was completed by paying $29 million in cash, plus
a payment for working capital, and by issuing 8,693,988 common
shares of Norske Skog Canada Limited at a price of $3.33 per
share. With more than 214 million shares outstanding, Norske Skog
Canada Limited is a widely held Canadian public company trading on
the Toronto Stock Exchange under the symbol NS. The company is
North America's third largest uncoated groundwood printing papers
producer.

                         *    *    *

In October 2003, Moodys revised its outlook on NorkeCanada's debt
ratings to negative from stable and confirmed its existing ratings
of Ba2 on the Company's senior unsecured debt and Ba1 on its bank
credit facilities. Standard and Poor's also revised its outlook in
October from stable to negative and affirmed its existing ratings
of BB on the Company's long-term corporate and senior unsecured
debt.

At September 30, 2003, the Company's balance sheet shows that its
total current liabilities outweighed its total current assets by
about $1.2 billion.


OMNICARE INC: Names Barbara J. Zarowitz VP & Chief Clinical Off.
----------------------------------------------------------------
Omnicare, Inc. (NYSE: OCR), a leading provider of pharmaceutical
care for the elderly, named Barbara J. Zarowitz, Pharm. D., as
chief clinical officer and vice president -- professional services
group.  

She will be responsible for the ongoing development and expansion
of Omnicare's clinical programs, including the Omnicare Geriatric
Pharmaceutical Care Guidelines(R) and health management programs
designed to enhance the quality of life of residents in long-term
care facilities.

"We are pleased to have someone join us with Dr. Zarowitz's
breadth of experience and national reputation as we continue to
expand the clinical service offerings we provide to our
customers," said Joel F. Gemunder, Omnicare president and chief
executive officer.  "Omnicare's vision is to improve the
pharmaceutical care of the elderly in all healthcare settings.
Dr. Zarowitz's proven clinical expertise, including the area of
geriatrics, and managed care experience will be a very significant
asset to Omnicare in accomplishing this mission.  Dr. Zarowitz is
the right person to help us take Omnicare's core clinical
competencies into the full arena of the 35 million elderly in the
United States."

Dr. Zarowitz brings 20 years of related experience.  Most
recently, she served as vice president of pharmacy care management
with the Henry Ford Health System in Detroit where she was
responsible for managing the pharmacy benefit for the Health
Alliance Plan's 550,000 members.

Zarowitz holds a doctorate in pharmacy from the State University
of New York at Buffalo.  She holds bachelor's degrees in pharmacy
from both the University of Toronto and the State University of
New York at Buffalo.  She is board certified in Pharmacotherapy.  
Zarowitz is a member and past president of the American College of
Clinical Pharmacy and a member of the American Society of Health-
System Pharmacists, the Academy of Managed Care Pharmacy, the
American Society of Consultant Pharmacists and the American
Geriatrics Society.

Omnicare (S&P, BB+ Senior Subordinated Debt and BB Trust PIERS
Ratings), based in Covington, Kentucky, is a leading provider of
pharmaceutical care for the elderly. Omnicare serves residents in
long-term care facilities comprising approximately 981,000 beds in
47 states, making it the nation's largest provider of professional
pharmacy, related consulting and data management services for
skilled nursing, assisted living and other institutional
healthcare providers. Omnicare also provides clinical research
services for the pharmaceutical and biotechnology industries in 29
countries worldwide. For more information, visit the company's Web
site at http://www.omnicare.com


PETROLEUM GEO-SERVICES: Will Make Cash Distributions by Year-End
----------------------------------------------------------------
Petroleum Geo-Services ASA (OTC: PGEOY; OSE: PGS) said it now
expects to distribute Excess Cash (as defined in the Company's
Modified First Amended Plan of Reorganization, dated October 21,
2003) to its main creditors by the end of the year after  
performing necessary verification procedures.

The Company had previously indicated that such distribution would
be made at the end of November. The Company will disclose the
amount of Excess Cash as soon as the verification procedures are
complete.

Petroleum Geo-Services is a technologically focused oilfield
service company principally involved in geophysical and floating
production services. PGS provides a broad range of seismic- and
reservoir services, including acquisition, processing,
interpretation, and field evaluation. PGS owns and operates four
floating production, storage and offloading units. PGS operates on
a worldwide basis with headquarters in Oslo, Norway. For more
information on Petroleum Geo-Services visit http://www.pgs.com
        

PG&E NATIONAL: Court Fixes January 9, 2004 as Claims Bar Date
-------------------------------------------------------------
By separate requests, the PG&E National Energy Group Debtors and
USGen sought and obtained Court permission to establish
January 9, 2004 as the last day for filing proofs of claim against
their estates.  The Debtors also obtained the Court's approval for
the form and manner of notice of the Claims Bar Date.

These entities are not required to file proofs of claim on or
before the Bar Date:

    (a) Any affiliate of the Debtors, except for the affiliates
        of:

        * Attala Power Corporation,
        * Attala Generating Company, LLC,
        * Attala Energy Company, LLC,
        * Pacific Gas and Electric Company,
        * PG&E Corporation,
        * PG&E National Energy Group, LLC, and
        * Pittsfield Generating Company, LP.

        The Debtors want to avoid the administrative logjam that
        such filings would require.

    (b) Any current employee of the Debtors or non-debtor
        subsidiaries of NEG -- that is, employees of (i) Power
        Services Company, (ii) PG&E Gas Transmission Service
        Company, LLC, (iii) USG Services Company, LLC, and (iv)
        NEGT Services Company -- regarding a claim arising in the
        ordinary course of their employment with the Debtors or
        the Company, like claims for wages, PTO, ordinary course
        bonuses.

    (c) Any person or entity that has already properly filed, with
        the Clerk of the United States Bankruptcy Court for the
        District of Maryland, Greenbelt Division, a proof of claim
        against the correct Debtor utilizing a claim form that
        substantially conforms to Official Form No. 10.

    (d) Any entity:

        -- whose claim is listed on the correct Debtor's
           Schedules;

        -- whose claim is not described as "disputed",
           "contingent", or "unliquidated";

        -- who does not dispute the specific Debtor against which
           the person's or entity's claim is listed; and

        -- who does not dispute the amount or type -- secured,
           priority unsecured or non-priority unsecured -- of the
           claim for the person or entity as set forth in the
           Schedules.

    (e) Any entity whose claim has been paid or otherwise
        satisfied by the Debtors.

    (f) Any entity that holds a claim that has been allowed by the
        Court -- other than an allowed claim for voting purposes
        -- on or before the Bar Date.

    (g) Any entity holding a claim allowable under Sections 503(b)
        and 507(a) of the Bankruptcy Code as an administrative
        expense, including claims for professional and expert
        compensation.

    (h) Any entity holding a claim, which is limited exclusively
        to the repayment of principal, interest, or other
        applicable fees and charges arising from any bond, note
        or debenture related to the NEGT Indenture dated May 22,
        2001.  This exclusion does not apply to the NEGT Indenture
        Trustee, Wilmington Trust Company.  Any former or current
        holder of an NEGT Note Claim wishing to assert a claim,
        other than an NEGT Note Claim, arising out the Indenture
        or related notes, that arises out of or relates to the
        ownership or purchase of an NEGT Note or the NEGT
        Indenture, including, claims relating to the purchase,
        sale, issuance, or distribution of an NEGT Note or the
        NEGT Indenture, any damages claim under applicable
        securities law or any claim pursuant to Section 510(b) of
        the Bankruptcy Code, must file proofs of claim on or
        before the Bar Date unless another identified exception
        applies.

                     Contract Rejection Claims

Claims with respect to the postpetition rejection of an unexpired
lease or executory contract must be filed by the later of:

    -- 30 days after the date of any order authorizing the
       Debtors to reject the Agreement; and

    -- the Bar Date, unless the rejection of the Agreement
       provides for a different date, in which case such date will
       govern in all respects.

However, if an Agreement is not rejected or assumed before the
Agreement expires, the claims must be filed by the later of:

    -- the Bar Date; and

    -- 30 days after the Expiration Date.

Any other claims respecting a lease or contract are to be filed
by the Bar Date.

                    Mailing of Proofs of Claim

The Debtors will mail the Bar Date Notice and the proof of claim
form to these parties:

    (a) the U.S. Trustee;

    (b) each member of the committees appointed in the Debtors'
        Chapter 11 cases and the attorneys for the committees;

    (c) all known holders of claims listed on the Schedules at the
        known addresses;

    (d) all parties known to the Debtors as having potential
        claims against the Debtors' estates but who are not listed
        on the Schedules;

    (e) all counterparties to the Debtors' executory contracts and
        unexpired leases listed on the Schedules at the known
        addresses; and

    (f) all state attorneys general and state departments of
        revenue for states in which the Debtors conduct business.

Each proof of claim filed must:

    (1) be written in English;

    (2) be denominated in lawful currency of the United States;

    (3) conform substantially with the Proof of Claim Form;

    (4) indicate the Debtor or Debtors against which the creditor
        is asserting a claim; and

    (5) be signed by the claimant or, if the claimant is not an
        individual, by an authorized agent of the claimant.

Proofs of claim will be deemed filed only when received at one of
the addresses.  Creditors will not be entitled to file proofs of
claim by fax, telecopy or electronic mail transmission.

Creditors subject to the Bar Date must file a proof of claim on
or before the Bar Date, or they will be forever barred, estopped
and permanently enjoined from:

      (i) asserting a claim, whether directly or indirectly,
          against the Debtors, their successors and assigns;

     (ii) voting to accept or reject any Chapter 11 plan or
          participating in any distribution in these Chapter 11
          cases on account of the claim; and

    (iii) receiving any further notices regarding the claim.
(PG&E National Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 215/945-7000)    


PILLOWTEX: Court Enjoins Utility Cos. from Refusing Service
-----------------------------------------------------------
Pursuant to Section 366(b) of the Bankruptcy Code, Pillowtex
sought and obtained an order from the Court to:

    (a) restrain utilities from discontinuing, altering or
        refusing service;

    (b) determine that these constitutes adequate assurance of
        payment for future utility services:

        -- the Debtors' history of prompt and full payments to
           the gas, water, electric, telephone and other utility
           companies providing services to the Debtors;

        -- the Debtors' demonstrable ability to pay future utility
           bills; and

        -- the administrative priority status afforded the Utility
           Companies' postpetition claims; and

    (c) approve the Determination Procedures.

Donna L. Harris, Esq., at Morris, Nochols, Arsht & Tunnell, in
Wilmington, Delaware, related that prior to ceasing operations at
all of their facilities, the Debtors utilized gas, water,
electric, telephone and other utility services provided by about
142 Utility Companies.  With the Chapter 11 filing of the
Debtors, Utility Companies may terminate their services after 20
days from the Petition Date if the Debtors have not furnished
adequate assurance of payment.

Ms. Harris pointed out that if the utility services were
discontinued or altered, even briefly, the Debtors' property would
be placed at risk.  For the benefit of their creditors and
estates, the Debtors must have access to uninterrupted utility
services.


The Debtors anticipate they'll have sufficient financing to pay
promptly, on an ongoing basis and in the ordinary course of their
businesses, all of their respective obligations to the Utility
Companies for those postpetition utility services that will be
used postpetition.  Moreover, all claims will be entitled to
administrative priority treatment under Sections 503(b) and
507(a)(1) of the Bankruptcy Code, providing additional assurance
that future obligations to the Utility Companies will be satisfied
in full.  Hence, Ms. Harris
contends that it is unnecessary, and would be improvident use of
available cash, for the Debtors to make cash security deposits
with each of the Utility Companies.

For those Utility Companies who will seek further adequate
assurance, the Debtors propose these Determination Procedures:

A. Within 10 business days after the entry of an Interim Utility
    Order, the Debtors will mail a copy of the Order to the
    Utility Companies on the Utility Service List;

B. A Utility Company that wishes to seek additional assurance of
    future payment from the Debtors must make a written request
    for the additional assurance within 30 days after service of
    the Interim Utility Order to the Debtors and their counsel;

C. Without further Court order, the Debtors may enter into
    agreements granting to the Utility Companies that have
    submitted requests for any additional assurance of future
    payment that the Debtors, in their sole discretion, determine
    is reasonable;

D. If a Utility Company timely requests additional assurance of
    future payment that the Debtors believe is unreasonable, the
    Debtors will promptly:

    (a) file a motion seeking a determination of adequate
        assurance of future payment with respect to the
        requesting Utility Company; and

    (b) schedule the Determination Motion to be heard by the
        Court at the next omnibus hearing;

E. Any Utility Company that does not timely request additional
    assurance will automatically be deemed, on a final basis, to
    have adequate assurance of payment for future utility
    services under Section 366, and as to the Utility Company,
    the Interim Utility Order will become final order on the day
    after the Request Deadline; and

F. If a Determination Motion is filed or a Determination Hearing
    is scheduled, the requesting Utility Company will be deemed
    to have adequate assurance of payment for future utility
    services without the need for payment of additional deposits
    or other security until a Court order is entered in this
    connection. (Pillowtex Bankruptcy News, Issue No. 55;
    Bankruptcy Creditors' Service, Inc., 215/945-7000)    


PLAINTREE SYSTEMS: Meets TSX Continued Listing Requirements
-----------------------------------------------------------
TSX has completed its review of Plaintree Systems Inc. (Symbol:
LAN) and has determined that it meets the TSX continued listing
requirements.

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

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


PRIMUS CANADA: Acquires MIPPS, an Ontario-Based Wireless ISP
------------------------------------------------------------
PRIMUS Telecommunications Canada Inc. (PRIMUS Canada), a wholly-
owned subsidiary of McLean, Virginia-based PRIMUS
Telecommunications Group, Incorporated (Nasdaq:PRTL), announced
that it has acquired the business of MIPPS, a Markham, Ontario
based wireless Internet service provider.

MIPPS is a pioneer in the provision of wireless high speed
Internet access and related data services to businesses and
educational institutions in the Greater Toronto Area (GTA). This
acquisition adds MIPPS's extensive wireless network coverage in
the GTA along with its recognized strength in providing very high
bandwidth and private data network services to PRIMUS Canada's
existing network to support a full suite of leading edge
communication solutions for the business market. PRIMUS Canada is
an established leader in voice and data services, and the largest
alternative communications carrier in Canada.

"This new wireless capability allows us to provide unmatched
service and price options to our customers. This further expands
PRIMUS Canada's presence in the data market, extending our high
speed Internet access services to reach areas where affordable
wireline based high speed services are not available," said Ted
Chislett, President and Chief Operating Officer of PRIMUS Canada.
"The decision to join the two companies was a strategic move which
strengthens our position as a total service provider. Our market
position along with continued strong financial performance has
enabled us to make a number of strategic acquisitions which have
enhanced our ability to deliver value-added services to our
business customers and further grow our market share."

PRIMUS Canada has been offering wireless high speed Internet
services in selected areas within the GTA for a number of months.
This acquisition makes it possible for PRIMUS Canada to expand
quickly that service offering by leveraging MIPPS's extensive
knowledge, experience and network coverage.

Formed in 1997, MIPPS was a pioneer in providing wireless high
speed Internet access and has been a dominant provider of those
services in the GTA with a strong market share and impressive
client base. "We expect MIPPS and PRIMUS customers will view this
as an extremely positive move, as it expands the depth and breadth
of products and services both companies can offer," said Sharon
Vinderine, former President of MIPPS, who has assumed a senior
role at PRIMUS Canada. "PRIMUS Canada brings our customers a host
of new business-class services, as well as the reliability and
robustness of the PRIMUS Canada network which has a national and
global reach."

PRIMUS Telecommunications Canada Inc. is the largest alternative
communications carrier in Canada with approximately 900,000 retail
customers. The Company offers facilities-based voice, data, e-
commerce, Web hosting and Internet services. As a leading Internet
service provider in Canada, PRIMUS Canada has approximately 60,000
Internet subscribers served by a national network of Internet
points-of-presence (POPs) for dedicated and dial-up access. PRIMUS
Canada also offers local services to businesses, bundling them
with its long distance and Internet services. The Company has a
fully redundant and diverse SONET network across Canada, extending
from Quebec City to Victoria. PRIMUS Canada's national network
consists of Nortel DMS 500 switches with international
connectivity through its parent company's global network, and ATM
and IP nodes at major cities across the country. These network
elements provide an integrated and converged backbone for all of
PRIMUS Canada's voice, data, Internet and private line services.
PRIMUS Canada is a wholly-owned subsidiary of McLean, Virginia-
based PRIMUS Telecommunications Group, Incorporated (Nasdaq:
PRTL). PRIMUS Canada news and information are available at the
Company's Web site at http://www.primustel.ca.

At September 30, 2003, PRIMUS Telecommunications Group, Inc.'s
balance sheet shows a working capital deficit of about $40
million, and a total shareholders' equity deficit of about $118
million.


RESPONSE BIOMEDICAL: ADAPCO Gets Right to Market RAMP(R) Product
----------------------------------------------------------------
Response Biomedical Corp. (RBM: TSX Venture Exchange), announces
that it has appointed ADAPCO, Inc., the largest distributor of
mosquito control products and associated equipment in the United
States, as the sole US distributor for the Company's independently
validated RAMP(R) West Nile Virus Test.

"Commercial interest from potential purchasers and marketing
partners accelerated last month after we released the results from
an independent US CDC evaluation demonstrating our high
sensitivity RAMP West Nile Virus Test is the most accurate rapid
on-site environmental test on the market," says Bill Radvak,
President and CEO, Response Biomedical. "We are confident that
ADAPCO has the necessary relationships, resources and commitment
to facilitate revenue from product sales beginning early in the
new year, and importantly, to ensure RAMP becomes the new industry
standard in environmental detection of West Nile virus."

"ADAPCO's selection to introduce the RAMP WNV Test to the US
vector control market is in keeping with our objectives of
providing the latest in innovative technology and the highest
level of service to our industry," says Allen Wooldridge,
President of ADAPCO, Inc. "We are very pleased to be associated
with Response Biomedical and excited about the prospects for a
long term relationship."

According to recent evaluations performed by the US Centers for
Disease Control and Prevention, the RAMP WNV Test is more than 10
times as sensitive as any other commercially available rapid
environmental WNV test. Furthermore, field-testing conducted
separately by Health Canada and the Pennsylvania Department of
Environmental Protection shows RAMP consistently demonstrates
greater than 75% sensitivity in direct comparison with PCR-based
lab analyzers when testing mosquitoes.

Since there are no effective vaccines or treatments, there is an
urgent public health need for rapid and reliable detection of West
Nile virus to enable early identification and strategic
intervention through chemical extermination of infected insects to
prevent human transmission.

From 1999 through 2001, there were 149 confirmed cases of WNV
human illness in the US, including 18 deaths. Last year, WNV
resulted in 4,156 human illnesses and 284 deaths in North America
alone. According to the US CDC, there have been 8,567 human cases
reported this year and the virus is permanently established. West
Nile is an infectious disease that can jump species, and the virus
has already spread to 230 species of animals.

ADAPCO, Inc. represents the principal manufacturers of mosquito
control products in a geographical area that encompasses
approximately ninety percent of the available market for public
health vector control products in the US. Headquartered in
Florida, ADAPCO has field sales representatives in the Southeast,
Northeast, in the Mid-West through its joint venture with London
Fog, Inc. and Western States through its subsidiary, Fennimore
Chemicals. ADAPCO also participates in the vector control markets
in Mexico, Central and South America and the Caribbean Basin. For
more information, visit http://www.adapcoinc.com.

Response Biomedical develops, manufactures and markets rapid on-
site RAMP tests for medical and environmental applications
providing reliable information in minutes, anywhere, every time.
The RAMP System consists of a portable fluorescent Reader and
single-use, disposable Test Cartridges. RAMP tests are
commercially available for the early detection of heart attack,
environmental detection of West Nile virus, and biodefense
applications including the rapid on-site detection of anthrax,
smallpox, monkeypox, ricin and botulinum toxin.

Response Biomedical is a publicly traded company, listed on  the
TSX Venture Exchange under the trading symbol "RBM". The Company
is also listed on Frankfurt Stock Exchange under the trading
symbol "RBQ". For further information, visit the Company's website
at http://www.responsebio.com.

The company's September 30, 2003, balance sheet reports a working
capital deficit of about CDN$2.5 million. Net capital deficit for
the same period tops CDN$2 million.


ROBOTIC VISION: Undertakes 1-For-5 Reverse Stock Split
------------------------------------------------------
Robotic Vision Systems, Inc.'s (ROBV.PK, RVSI.PK, ROBV.OB,
RVSI.OB) Board of Directors authorized a 1:5 reverse split of the
company's shares.  The split became effective with the opening of
trading on December 1.

Following the split, RVSI has approximately 14.7 million shares
outstanding.

Also, with the opening of trading Monday, RVSI's trading symbol
will change to RVSI.

"The Board took this action in consultation with investment
bankers as well as with members of the financial community," said
Pat V. Costa, Chairman and CEO of RVSI.  "The reverse stock split
strengthens our case in our appeal to Nasdaq for re-listing to the
Nasdaq SmallCap Market.  Our plan to meet their minimum bid
requirement was cited in their request for supplemental materials
from the company.  We were also aware that the shares and warrants
issued in connection with our recent private placement and new
credit facility gave us no maneuvering room under our 100 million
share ceiling."

Mr. Costa said the proportion of the reverse split was determined
by multiple factors, including a desire to make the company's
shares more desirable to institutional investors.  "Many
institutions have investment policies restricting investments in
low-priced stocks," Mr. Costa said.  "We do not want share price
to be an impediment to owning our shares.  The one-for-five ratio
was struck principally for that reason."

Robotic Vision Systems, Inc. (NasdaqSC: ROBVE) -- whose June 30,
2003 balance sheet shows a total shareholders' equity deficit of
about $13 million -- has the most comprehensive line of machine
vision systems available today. Headquartered in Nashua, New
Hampshire, with offices worldwide, RVSI is the world leader in
vision-based semiconductor inspection and Data Matrix-based unit-
level traceability. Using leading-edge technology, RVSI joins
vision-enabled process equipment, high- performance optics,
lighting, and advanced hardware and software to assure product
quality, identify and track parts, control manufacturing
processes, and ultimately enhance profits for companies worldwide.
Serving the semiconductor, electronics, aerospace, automotive,
pharmaceutical and packaging industries, RVSI holds approximately
100 patents in a broad range of technologies. For more information
visit http://www.rvsi.com


ROBOTIC VISION: Completes New $13 Million Credit Facility
---------------------------------------------------------
Robotic Vision Systems, Inc. (RVSI) (RVSI.PK, ROBV.PK, RVSI.OB,
ROBV.OB) has completed an expanded, $13 million credit facility
with an affiliate of Equity Group Investments, LLC.  Coupled with
the company's recent $6 million private placement of shares, the
agreement increases RVSI's working capital by $9 million.

Equity Group Investments is a Chicago-based, private investment
firm led by financier Sam Zell.  The credit facility consists of
two revolving credit lines.  The first is a two-year, $10 million
line; the second is a three-year, $3 million facility.  The $10
million line bears an interest rate of 7%, the $3 million facility
bears a 17% interest rate.  As part of the credit agreement,
Equity Group Investments was issued a warrant for shares equal to
approximately 10% of RVSI's common stock on a fully diluted basis.

"This is a pivotal event in the history of our company," said Pat
V. Costa, Chairman and CEO of RVSI.  "We see two attractions in
beginning a relationship with Equity Group Investments.  The first
is a 'comfort factor' for RVSI's customers and prospects.  One of
our goals in arranging a new credit facility was to remove any
lingering uncertainty regarding our adequacy of capital or our
ability to finance our business as we grow.

"The second attraction is Equity Group Investments' broad
investment expertise," Mr. Costa said.  "We're not just replacing
one bank with another. Equity Group Investments has a long history
of being associated with many world class companies.  We believe
there is significant overlap between Equity Group's business
experience and the markets we pursue."

Equity Group Investments' Mark Radzik added, "We see RVSI as a
technology-rich company with significant growth potential.  In
particular, RVSI's Data Matrix technology is an excellent,
affordable solution for companies that need to track and trace
industrial components, among other applications."

Separately, RVSI also announced that the lead investor in its
recent private placement has exercised an option to provide an
additional $1 million of gross proceeds to the company.  Inclusive
of the additional $1 million, the total raised by RVSI in that
private placement is $6 million.

Robotic Vision Systems, Inc. (NasdaqSC: ROBVE) -- whose June 30,
2003 balance sheet shows a total shareholders' equity deficit of
about $13 million -- has the most comprehensive line of machine
vision systems available today. Headquartered in Nashua, New
Hampshire, with offices worldwide, RVSI is the world leader in
vision-based semiconductor inspection and Data Matrix-based unit-
level traceability. Using leading-edge technology, RVSI joins
vision-enabled process equipment, high- performance optics,
lighting, and advanced hardware and software to assure product
quality, identify and track parts, control manufacturing
processes, and ultimately enhance profits for companies worldwide.
Serving the semiconductor, electronics, aerospace, automotive,
pharmaceutical and packaging industries, RVSI holds approximately
100 patents in a broad range of technologies. For more information
visit http://www.rvsi.com


SLATER STEEL: Canadian Court Extends CCAA Stay until January 30
---------------------------------------------------------------
Slater Steel Inc. announced that on November 25, 2003 the Ontario
Superior Court of Justice extended the Court protection period
granted to the Company under the Companies' Creditors Arrangement
Act from November 28, 2003 to January 30, 2004. The Company also
announced that it has entered into an agreement with its lenders
to amend its debtor-in-possession financing facility. The DIP
agreement, in accordance with its terms, would otherwise have
terminated on December 1, 2003. The amendment provides for the
extension of the facility to December 12, 2003 or such later date
as agreed to by the Company and the DIP lenders. The Company is
currently in discussions with the DIP lenders for a further
extension of the DIP facility. In addition, the facility is to be
reduced by $10 million to $20 million, and from and after December
8, 2003 will be further reduced by $5 million to $15 million. The
amendment to the DIP facility was based on the Company's forecast
of cash requirements through to the period ended Dec. 12, 2003.

The DIP amendment is subject to U.S. court approval.

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


SLOCC PRINTERS: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: S.L.O.C.C. Printers
        dba Quality Impressions
        6295 Harrison Drive, Suite 29
        Las Vegas, Nevada 89120


Bankruptcy Case No.: 03-24619

Type of Business: The Debtor is a provider of digital
                  pre-press services and custom printed
                  products.

Chapter 11 Petition Date: November 26, 2003

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: David A. Riggi, Esq.
                  704 S. 6th St., Suite A
                  Las Vegas, NV 89101
                  Tel: 702-385-4280

Total Assets: $1,300,000

Total Debts:  $1,800,000

Debtor's 11 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Orix Corporation              Secured claims            $846,000
600 Town Park Lane
Kennesaw, GA 30144

Shinohara USA East            Unsecured claims          $370,000
7563 Phillips Hwy Suite 101
Jacksonville, FL 32256

Internal Revenue Service      Secured claims            $216,000

Fuji Photo Film USA c/o       Unsecured claims          $150,000
Dickerson at al

State of Nevada,              Secured claims             $99,000
Dept of Taxation

Santa Barbara Trust           Secured claims             $85,000

XpedX                         Unsecured claims           $66,000

Nationwide Paper c/o          Unsecured claims           $43,000
Blabock & Assoc

Bank of the West              Secured claims             $23,000

Frostline Corp                Secured claims             Unknown

Park 2000                     Unsecured claims           $14,000


SOUTHWALL TECH.: Extends Letter Agreement with Needham & Company
----------------------------------------------------------------
Southwall Technologies Inc. (Nasdaq:SWTX), a global developer,
manufacturer and marketer of thin-film coatings for the automotive
glass, electronic display and architectural markets, has entered
into an agreement to extend its letter agreement with Needham &
Company, Inc., as announced on November 11, 2003.

The letter agreement outlines the principal elements of a proposed
bank guarantee and equity financing package of up to $5 million
from Needham or its affiliates. This agreement was due to expire
on November 30, 2003, if definitive agreements for the financing
package had not been finalized by that date. It has now been
extended to December 5, 2003, as the parties work to complete
negotiation of the definitive financing agreements.

Southwall Technologies Inc. designs and produces thin-film
coatings that selectively absorb, reflect or transmit light.
Southwall products are used in a number of automotive, electronic
display and architectural glass products to enhance optical and
thermal performance characteristics, improve user comfort and
reduce energy costs. Southwall is an ISO 9001:2000-certified
manufacturer and exports advanced thin-film coatings to over 25
countries around the world. Southwall's customers include Audi,
BMW, DaimlerChrysler, Hewlett-Packard, Mitsubishi Electric, Mitsui
Chemicals, Peugeot-Citroen, Pilkington, Renault, Saint-Gobain
SEKURIT, and Volvo.

Needham & Company, Inc. is a leading U.S. investment banking,
securities and asset management firm focused primarily on serving
emerging growth industries and their investors. Further
information is available at http://www.needhamco.com  

                         *     *     *

           Liquidity and Going Concern Uncertainty

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

Liquidity:

"Our cash and cash equivalents increased by $0.4 million from $2.0
million at December 31, 2002, to $2.4 million at June 29, 2003.
Cash provided by operating activities for the first six months of
2003 increased by $1.7 million, from $0.07 million provided during
the first six months of 2002, to $1.8 million provided during the
first six months of 2003. The increase in cash provided by
operating activities was primarily the result of a decrease in
accounts receivable and inventory, and partially offset by a
reduction in accounts payable and accrued liabilities. The cash
used in investing activities decreased by $0.3 million, from $2.6
million during the first six months of 2002, to $2.4 million
during the first six months of 2003. The decrease in cash used in
investing activities was primarily the result of lower capital
expenditures and a reduction in restricted cash. Cash generated
from financing activities decreased by $0.5 million, from $1.6
million during the first six months of 2002, to $1.1 million
during the first six months of 2003. The decrease was primarily
attributable to significantly less cash received through the
exercise of employee stock options, partially offset by additional
borrowings from our lines of credit during the first six months of
2003.

"We entered into an agreement with the Saxony government in May
1999 under which we receive investment grants. Since 1999 through
June 29, 2003, we had received $6.4 million cumulatively of the
grants and accounted for these grants by applying the proceeds
received to reduce the cost of our fixed assets of our Dresden
manufacturing facility. If we fail to meet certain requirements in
connection with these grants, the Saxony government has the right
to demand repayment of the grants (see Note 6 - Government Grants
and Investment Allowances, in the notes to condensed consolidated
financial statements included herewith). Since 1999 through June
29, 2003, we had also received $5.7 million in investment
allowances, which are reimbursements for capital expenditures,
from the Saxony government and those proceeds were also applied to
reduce the cost of our fixed assets of our Dresden manufacturing
facility. We expect to receive approximately $1.0 million in
investment allowances in the second half of 2003, based on
investments made during 2002. The funds received have been applied
to reduce the cost of our fixed assets of our Dresden
manufacturing facility. Additionally, we have received $0.5
million of Saxony government grants that as of June 29, 2003 were
recorded as an advance until we earn the grant through future
expenditures. The total annual amount of investment grants and
investment allowances that we are entitled to seek varies from
year to year based upon the amount of our capital expenditures
that meet certain requirements of the Saxony government.
Generally, we are not eligible to seek total investment grants and
allowances for any year in excess of 33% of our eligible capital
expenditures for that year. We expect to continue to finance a
portion of our capital expenditures in Dresden with additional
grants from the Saxony government and additional loans from German
banks, some of which may be guaranteed by the Saxony government.
However, we cannot guarantee that we will be eligible for or will
receive additional grants in the future from the Saxony
government. Under the terms of our grant agreement with the Saxony
government, we are required to meet investment and hiring targets
by June 30, 2006. If we fail to meet those targets, the Saxony
government is permitted to require us to repay all grants and
investment allowances previously received by us from the Saxony
government.

Borrowing arrangements:

"On May 16, 2003, the Company entered into a $10.0 million
receivable financing line of credit agreements with a financial
institution that expires on May 16, 2004, subject to automatic
one- year renewals unless terminated at any time by either party.
The line of credit bears an annual interest rate of 7% above the
financial institution's Base Rate (which was 4% at June 29, 2003),
and is calculated based on the average daily accounts receivable
against which the Company has borrowed. Half of the $10.0 million
line of credit is represented by a $5.0 million credit line,
guaranteed by the United States Export-Import Bank. Availability
under the EXIM line is limited to 90% of eligible foreign
receivables acceptable to the lender. The remaining $5.0 million
portion of the $10.0 million credit line is supported by domestic
receivables. Availability under the domestic line of credit is
limited to 70% of eligible domestic receivable acceptable to the
lender. The financial institution reserves the right to lower the
70% and 90% of eligible receivable standards for borrowings under
the credit agreements. In connection with the line of credit, the
Company granted to the bank a lien upon and security interest in,
and right of set off with respect to all of the Company's right,
title and interest in all personal property and other assets, but
not certain of the Company Dresden assets and properties. The
borrowing arrangements require the Company to maintain minimum net
tangible net worth of $33.0 million, current ratio of at least
0.70, and revenues equal to or greater than 80% of revenues
projected. As part of the agreements, the Company incurred and
paid a one-time commitment fee of $0.1 million in the second
quarter of 2003, which will be amortized over the life of the
agreements. As of June 29, 2003, the Company had approximately
$3.0 million of borrowings outstanding and $1.8 million of
availability under the line of credit. The Company was in
compliance with all financial covenants as of June 29, 2003.

"At December 31, 2001 and 2002, we were not in compliance with
certain of the covenants of the guarantee by Teijin of the
Japanese bank loan. Teijin and the Japanese bank waived the
defaults under Teijin's guarantee of the loan that may exist for
any measurement period through and including September 30, 2003
arising out of our failure to comply with the minimum quick ratio,
tangible net worth and maximum debt/tangible net worth covenants.
The waiver was conditioned on our agreement to prepay $2.5 million
of the debt out of the proceeds of our follow-on public offering,
which prepayment of $2.5 million along with a scheduled principal
payment of $1.25 million was made on November 6, 2002. On May 6,
2003, we made a scheduled payment of $1.25 million. Under the
terms of the loan agreement, the remaining balance of $1.25
million outstanding under this loan at June 29, 2003 is due on
November 6, 2003. Accordingly, we have classified it as current.

"Our borrowing arrangements with various German banks as of June
29, 2003 are described in Note 5 - Term Debt in the condensed
consolidated financial statements. We are in compliance with all
of the covenants of the German bank loans, and we have classified
$9.5 million outstanding under the German bank loans as a long-
term liability at June 29, 2003.

"We are in default under a master sale-leaseback agreement with
respect to two of our production machines. We have withheld lease
payments in connection with a dispute with the leasing company. An
agent purporting to act on behalf of the leasing company has
recently filed suit against us to recover the unpaid lease
payments and the alleged residual value of the machines, totaling
$6.5 million in the aggregate. The leasing company holds a
security interest in the production machines and may be able to
repossess them. As a result, we have classified all $3.3 million
outstanding under those agreements as short-term capital lease
liabilities as of June 29, 2003.

Capital expenditures:

"We anticipate spending approximately $4.0 million in capital
expenditures in 2003, approximately $1.2 million of which will
consist of progress payments for a production machine (PM 10) in
Dresden, approximately $1.5 million of which will be used to
install a new enterprise resource planning system, and
approximately $1.3 million of which will be used to maintain and
upgrade our production facilities in Palo Alto and Tempe. For the
first six months of 2003, we incurred $2.2  million in capital
expenditures, compared to $3.2 million in capital expenditures for
the same period in 2002.

Financing needs:

"We have prepared our consolidated financial statements assuming
we will continue as a going concern and meet our obligations as
they become due. We incurred a net loss in the first six months of
2003, and expect to incur net losses through the remainder of
2003. These factors together with our working capital position and
our significant debt service and other contractual obligations at
June 29, 2003 raise substantial doubt about our ability to
continue as a going concern. We will continue to look for
additional financing to fund our operations. However, we cannot
provide any assurance that alternative sources of financing will
be available at all or on terms acceptable to us. If we are unable
to obtain additional financing sources, we may be unable to
satisfactorily meet all our cash commitments required to fully
implement our business plans.

"In December 2002, we restructured our operations to reduce our
cost structure by reducing our work force in Palo Alto and
vacating excess facilities after consolidating our operations in
Palo Alto. These actions are expected to help improve our
operating results in 2003 but will continue to impact our
operating cash flows until our lease commitments for the excess
facilities expire in December 2004."


SPECIALTY FOODS: Confirms Appointment of BDO Dunwoody as Auditor
----------------------------------------------------------------
Specialty Foods Group Income Fund (TSX: HAM.UN) confirmed the
appointment of BDO Dunwoody LLP as its independent auditor. The
U.S. arm of the firm, BDO Seidman LLP, will serve as the
independent auditor of the U.S. operating company, Specialty Foods
Group, Inc. On November 14, 2003, the Fund announced that BDO
would be appointed, and today the Fund is announcing that the
appointment process has been completed and that BDO is now the
auditor for the Fund and its operating company.

Specialty Foods Group Income Fund is an open-ended, limited
purpose trust established under the laws of the Province of
Ontario, which indirectly holds an interest of approximately 55%
in Specialty Foods Group, Inc. SFG is a leading independent U.S.
producer and marketer of premium branded and private-label
processed meat products. SFG produces a wide variety of products
such as franks, hams, bacon, luncheon meats, dry sausage and
delicatessen meats. These products are sold to a diverse customer
base in the retail (e.g., supermarkets) and foodservice (e.g.,
restaurants) sectors. SFG sells products under a number of leading
national and regional brands, such as Nathan's, Swift Premium,
Field, Fischer's, Mosey's, Liguria, Alpine Lace and Scott Petersen
as well as on a private-label basis.

                        *   *   *

It was previously reported that as a result of the dramatic rise
in raw material costs, gross profit margins in the third quarter
declined from 31.6% in 2002 to 27.8% in 2003. Combined with the
effect of higher distribution costs, the Company's EBITDA was $5.0
million lower than the third quarter of 2002.

Due to the negative financial impact of the higher costs, on
November 18, 2003, the Fund announced that it would temporarily
reduce its monthly distribution rate by 50% to Cdn$.053125 from
the target distribution rate of Cdn$.10625.

Thomas D. Davis, President and Chief Executive Officer, stated,
"We believe that the reduced distribution rate should be
sustainable under current market conditions, but we look forward
to revisiting the distribution rate when raw material costs return
to more normal levels and the Fund's cash flows return to their
historical levels. I want to emphasize that we believe that the
current market for raw materials is an aberration, and that we are
highly confident that we will begin to see improvement in 2004. We
remain completely confident in our fundamental business plan. The
Company has embarked on a number of aggressive cost cutting
measures to enhance future profitability and to offset some of the
high raw material costs, but the effects of these actions will not
impact operating results until the middle of next year."

The negative financial results have also impacted the Company's
credit agreements.  SFG's lenders have been supportive of the
Company during this unusual period, and have granted a waiver of
any covenant violations.  The Company is currently in discussions
with its lenders to permanently amend the credit agreements to
reflect actual and forecasted results, and management believes
that such amendments will be approved before the end of the year.


TENET HEALTHCARE: Completes Sale of Four Hospitals in Arkansas
--------------------------------------------------------------
Tenet Healthcare Corporation (NYSE:THC) announced that company
subsidiaries have completed the sale of four Arkansas hospitals to
Triad Hospitals Inc. (NYSE:TRI).

Gross proceeds from the sale are estimated at $176 million. This
includes $142 million from Triad for property, plant and
equipment, and $34 million for working capital items retained by
Tenet. The four hospitals are Central Arkansas Hospital in Searcy;
National Park Medical Center in Hot Springs; Regional Medical
Center of Northeast Arkansas in Jonesboro, and Saint Mary's
Regional Medical Center in Russellville.

Total net proceeds after taxes and transaction costs will be
approximately $163 million, including working capital.

The four Arkansas facilities are among 14 hospitals that the
company announced in March it would divest or consolidate. In
October, Tenet completed the sale of six of the 14 hospitals.
Total net proceeds for the sale of those six facilities, after
taxes and transaction costs, were approximately $430 million,
including working capital. Today's announcement brings the total
net proceeds for the sale of the 10 facilities completed to date,
after taxes and transaction costs, to approximately $593 million,
including working capital.

In September, Tenet announced that it had reached a definitive
agreement for the sale of one additional hospital - Twelve Oaks
Medical Center in Houston - to Hospital Partners of America Inc.
That transaction is expected to be concluded prior to the end of
the year. Two of the 14 hospitals have closed and negotiations for
the sale of the remaining hospital are ongoing.

Tenet Healthcare Corporation (Fitch, BB Senior Unsecured and Bank
Facility Ratings, Negative), through its subsidiaries, owns and
operates 101 acute care hospitals with 25,293 beds and numerous
related health care services. Tenet and its subsidiaries employ
approximately 107,500 people serving communities in 15 states.
Tenet's name reflects its core business philosophy: the importance
of shared values among partners - including employees, physicians,
insurers and communities - in providing a full spectrum of health
care. Tenet can be found on the World Wide Web at
http://www.tenethealth.com  


TIMKEN CO.: W.J. Timken Will Retire as Company's Vice-President
---------------------------------------------------------------
The Timken Company (NYSE: TKR) announced the retirement after 35
years of service of W.J. Timken, 61, vice president and officer.
He will remain a member of the board of directors of the company,
where he has served since 1971.

Deb L. Miller, 46, has joined the company as senior vice president
of communications and community affairs and an officer of the
company. In addition to leading the corporate and marketing
communications functions, she will assume Jack's role in community
affairs. Ms. Miller will report to Glenn A. Eisenberg, executive
vice president - finance and administration.

"Jack has been my strong partner as we have moved the company
forward over the years," said W.R. Timken, Jr., chairman. "From
his work in human resource development to his management of
community affairs, he has enhanced our company's commitment to
respect for individual dignity and the well-being of our
associates. He will be remembered and missed by Timken associates
around the world. Fortunately, as a board member and the president
of the Timken Foundation, he will continue to be involved in both
the company and the communities in which we operate." The Timken
Foundation is a private, family foundation, unaffiliated with The
Timken Company.

Jack Timken began his career with Timken in 1968 in the company's
steel operations. He went on to serve as director of corporate
development and director of human resources before his election to
vice president in 1992.

Ms. Miller was previously vice president of corporate
communications at Armstrong World Industries, where she also
served as president of the Armstrong Foundation. Prior to that,
she worked at Cummins Engine Company where she held roles in
international marketing and investor relations before leading the
corporate marketing and communications function. She earned a
master's degree in business administration from the University of
Dayton and a bachelor's degree in management from Purdue
University. Ms. Miller is also a certified public accountant.

"Deb is an accomplished leader with great vision and energy," said
Mr. Eisenberg. "Her global experience in both communications and
community affairs is a valuable addition to our leadership team,
particularly as we serve the larger number of customers,
shareholders and plant communities that joined us as a result of
our recent acquisition."

The Timken Company (Moody's, Ba1 Senior Unsecured Debt, Senior
Implied and Senior Unsecured Issuer Ratings) --
http://www.timken.com-- is a leading international manufacturer  
of highly engineered bearings, alloy and specialty steels and
components, and a provider of related products and services.  
Following its February 2003 acquisition of The Torrington Company,
Timken employed 28,000 people worldwide with operations in 29
countries.  In 2002, the combined companies had sales of
approximately $3.8 billion.


TUCSON ELECTRIC: Fitch Affirms BB+ Secured Debt Ratings
-------------------------------------------------------
Fitch Ratings has affirmed Tucson Electric Power Company's secured
debt ratings at 'BB+' following the announcement of the proposed
purchase of its parent company, UniSource Energy, in a leveraged
transaction by Saguaro Utility Group L.P. The Rating Outlook is
Stable.

The rating action reflects the implication that Saguaro will
infuse $260 million of cash into TEP that will accelerate debt
reductions previously anticipated over a five-year horizon and
federal and state regulatory restrictions limiting dividends
between TEP and its immediate parent, UNS. Saguaro (which includes
limited partners Kohlberg Kravis Roberts & Co., L.P., J.P. Morgan
Partners, LLC and Wachovia Capital Partners) has agreed to acquire
UNS in a transaction valued at roughly $3 billion, including
assumed debt. The leveraged transaction, as planned, contemplates
issuance of $660 million of debt by a new holding company that
will be structured as the parent of UNS. $260 million of cash
proceeds will be invested in TEP and used to reduce utility debt.

Concern regarding TEP's status as a subsidiary of a highly
leveraged parent company, is mitigated by the pre-funded debt
redemption feature of the merger proposal and regulatory
provisions limiting dividends to 100% of the utility's net income.
Fitch estimates that TEP's debt/EBITDA ratio will improve about 60
basis points to 3.9 times as a result of the debt reduction, all
else equal. The $260 million cash transfer and debt redemption are
targeted to improve TEP's regulatory equity to 40% of total
capitalization (the calculation by the Arizona Corporation
Commission excludes capitalized lease obligations) enabling the
utility to dividend 100% of net income to its parent. The
incremental dividend payment is partially offset by lower interest
expense associated with the debt reduction.

The current ratings reflect TEP's weak interest coverage ratios,
highly leveraged balance sheet and the high business risk that
results from the absence of a power cost adjustment clause or
deferral mechanism and the rate cap under its 1999 industry
restructuring settlement agreement.

Under the terms of the merger agreement, the investor group will
pay roughly $875 million for UNS equity and assume about $2.1
billion of debt. The merger is subject to ratification by
shareholders and regulatory approvals are required from the ACC,
FERC, the SEC and the Department of Justice under Hart-Scott-
Rodino. Management will remain in place and UNS' corporate
headquarters will remain in Tucson, Arizona. The merger, if
approved, is expected to close within a year.

For further information on Tucson Electric Power Co. please refer
to the credit analysis report dated June 18, 2003 and available on
the Fitch Ratings Web site at http://www.fitchratings.com/


TV AZTECA: Fitch Rates $125 Million Senior Unsecured Notes at B+
----------------------------------------------------------------
Fitch Ratings assigned a 'B+' senior unsecured rating to TV Azteca
S.A. de C.V. The Rating Outlook is Stable. The rating applies to
$125 million 10.375% senior notes due 2004, $300 million 10.5%
senior notes due 2007, and $122 million of long-term loans.
TV Azteca's ratings are based on the company's solid business
position, strong cash flow from its Mexican TV broadcasting
business, leveraged financial position, near term liquidity and
refinancing needs, and the indirect burden of debt at parent
company Azteca Holdings in the form of associated dividend
required to service this debt.

TV Azteca is well positioned as the second largest TV broadcaster
and producer of programming in Mexico. The company has a stable
market share position with a prime time commercial audience share
of approximately 36%. Competition in the Mexican broadcast TV
market is moderate and limited primarily to one competitor,
Televisa. Available broadcast spectrum is limited and unlikely to
be developed into a competing network and competition from cable
TV and DTH satellite business has been low.

Pay TV penetration levels are low in the mid-single digit levels
and is expected to remain at these levels due to low per capita
income levels in Mexico and the programming quality currently
available from free broadcast TV. TV Azteca is expected to
maintain its market position over the foreseeable future given the
significant barriers to entry. TV Azteca produces the majority of
its programming content and has successfully expanded programming
in the United States and other countries through subsidiary Azteca
America.

Azteca America has rapidly expanded into the U.S. Hispanic market,
although these operations are small and do not currently
materially impact the credit quality of TV Azteca. Over the last
three years, TV Azteca's profitability has improved due to a
rational pricing environment coupled with the company's cost
containment efforts; EBITDA profitability margins improved to
47.9% during 2002 from 34.6% during 1999. Revenues and margins
remain linked to Mexican GDP and ad spending. Ad spending is low
on a per capita basis in Mexico and holds long term upside growth
opportunities should disposable income increase.

Short-term refinancing risk is present, but appears manageable.
The company is expected to use a combination of balance sheet cash
and short-term debt to refinance $125 million of senior notes due
February 2004. At Sept. 30, 2003, cash balances were $116 million
and total debt was $635 million. Dividend payouts are expected to
be high at more than $500 million over the next 5 years and should
use most of TV Azteca's free cash flow, limiting improvements in
leverage over the foreseeable future. Dividends to Azteca
Holdings, which owns 55% of TV Azteca, will be used to service
holding company debt. Capital expenditures have been curtailed to
around $25 million starting in 2003 and are expected to continue
at these annual levels over the next five year as part of the
company's financing strategy.

A spin-off of wireless provider Unefon is expected to be neutral
to slightly positive to TV Azteca's credit quality. Although the
spin-off will not generate cash proceeds for TV Azteca, it will
allow the company's managerial and financial resources to be fully
focused on its core business, TV broadcasting. The spin-off of TV
Azteca's 46.5% in Unefon should result in a non-cash equity
capital reduction of approximately $180 million. The equity
reduction is not expected to restrict dividends and the ability to
upstream cash to the holding level to service debt. Mexican
Corporate Laws restricts dividends to the amount of equity
capital. Given the level of Azteca Holdings ownership interest, TV
Azteca's dividend potential and the completion of the recent
restructuring of the holding company debt, Fitch expects that
Azteca Holdings should be able to meet its debt obligations,
albeit tightly.

TV Azteca's interest coverage as measured by EBITDA/Interest was
3.7x during the first nine months 2003 while its leverage as
measured by Debt/EBITDA was 2.4x. These measures are strong for
the rating category, however, if the ratios were adjusted to
incorporate debt at Azteca Holdings, these ratios would be closer
to 2.3x and 3.5x, respectively.

TV Azteca is the second largest broadcasting company in Mexico.
The company operates two national television channels, Azteca 13
and Azteca 7 through more than 300 owned and operated stations
across the country. TV Azteca produces a large portion of the
programming for its networks. TV Azteca also owns Azteca America,
a new U.S. based television network focused on the Hispanic
market; a 46.5% stake in Unefon, a Mexican wireless company; and a
50% stake in Todito.com, a Spanish language Internet Portal.


TYCO INT'L GROUP: S&P Rates Planned $2.5B Bank Facility at BBB-
---------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'BBB-' bank loan
rating to the proposed $2.5 billion senior unsecured bank credit
facility of Tyco International Group S.A. (BBB-/Stable/A-3). At
the same time, Standard & Poor's affirmed its 'BBB-' corporate
credit and its other ratings and stable outlook on parent Tyco
International Ltd. and its subsidiaries. The Pembroke, Bermuda-
based global industrial manufacturer had approximately $24 billion
in total debt outstanding at Sept. 30, 2003.

The bank facility is rated the same as the corporate credit
rating, as the bank lenders are expected to fare about the same as
other senior unsecured lenders. The proposed facility consists of
a $1.5 billion three-year revolving credit tranche, due 2006, and
a $1 billion 364-day tranche, which is expected to have a one-year
term-out option. The facility is not expected to be guaranteed by
TIGA's subsidiaries, and pricing will be based off of a ratings
grid.

Tyco International, with approximately $37 billion in revenues, is
a diversified global manufacturer, with operations in five primary
sectors: electronics, healthcare, fire and security, plastics, and
the general industrial markets.

In 2004, Tyco plans to take roughly $400 million in charges
(requiring $280 million in cash payments), to further reduce
headcount and its fixed-asset footprint, mainly in its fire and
security unit. The company estimates that these actions will yield
about $135 million in savings by year-end 2004 and $230 million by
year-end 2005.

In sharp contrast to recent years, Tyco's business strategy is now
expected to focus primarily on internal growth, with the company
increasing its R&D spending (particularly in its healthcare
operations) in an effort to increase its ability to generate new
products. These actions, combined with reduced security dealer
account acquisitions, should enable Tyco to generate meaningful
free cash flow, and gradually strengthen its earnings, even
without meaningful pickup in end-markets.

Several unresolved items are credit concerns, including
investigations by the SEC's Enforcement division and uncertainty
as to the resolution of shareholder class action lawsuits.

"We view the potential impact from shareholder lawsuits and the
SEC's investigation as the most meaningful of these risks," said
Standard & Poor's credit analyst Joel Levington.

"Most of the turbulent issues and distractions the company faced
during the recent past should now be behind it. With new corporate
governance policies in place and an improved liquidity position
following recent refinancing activity, new management should be
able to focus its efforts on the business and deliver operating
improvements that are expected to yield a financial profile
consistent with the ratings," Mr. Levington said.

                        *   *   *

As previously reported, Fitch Ratings assigned a 'BB' rating to $1
billion of 10 year notes to be issued by Tyco International Group
S.A. and guaranteed by Tyco International Ltd. The Rating Outlook
is Stable.

In another report, Fitch Ratings affirmed its ratings on the
senior unsecured debt and commercial paper of Tyco International
Ltd., as well as the unconditionally guaranteed debt of its wholly
owned direct subsidiary Tyco International Group S. A., at
'BB'/'B', respectively. The Rating Outlook was changed to Stable
from Negative. The ratings affect approximately $21 billion of
debt securities.


WABASH NATIONAL: Will Redeem Series B 6% Cumulative Preferreds
--------------------------------------------------------------
Wabash National Corporation (NYSE: WNC) has called for the
redemption of all outstanding Series B 6% Cumulative Convertible
Exchangeable Preferred Stock.

The Series B Preferred shares will be redeemed, unless earlier
converted, on December 30, 2003 at a price of $50 per share, plus
any accrued and unpaid dividends. As of November 18, 2003, there
were 351,994 Series B Preferred shares outstanding.

The Series B Preferred Shares may be converted into common shares
of Wabash prior to the redemption date at a conversion price of
$21.375 per share.

Wabash National Corporation designs, manufactures, and markets
standard and customized truck trailers under the Wabash(TM) brand
name.  The Company is one of the world's largest manufacturers of
truck trailers and a leading manufacturer of composite trailers.  
The Company's wholly owned subsidiary, Wabash National Trailer
Centers, is one of the leading retail distributors of new and used
trailers and aftermarket parts throughout the U.S. and Canada.
    
As reported in Troubled Company Reporter's April 16, 2003 edition,
Wabash National completed the amendment of its credit facilities,
which includes its revolving line of credit, its senior notes, its
receivables facility and its lease facility. The amendment revises
certain of the Company's financial covenants and adjusts downward
the required monthly principal payments during 2003.

In another previous report, the Company said it was not prepared
to predict that first quarter results, or any other future
periods, would achieve net income, and did not expect to announce
further results before the first quarter would be completed, given
the softness in demand and other factors.

The Company remains in a highly liquidity-constrained environment,
and even though its bank lenders have waived current covenant
defaults, there is no certainty that the Company will be able to
successfully negotiate modified financial covenants to enable it
to achieve compliance going forward, or that, even if it does, its
liquidity position will be materially more secure.

At September 30, 2003, Wabash National's balance sheet shows that
its total shareholders' equity has further shrunk to about $20
million from about $74 million nine months ago.


WACKENHUT CORRECTIONS: Changes Company Name to The GEO Group Inc
----------------------------------------------------------------
Wackenhut Corrections Corporation (NYSE: WHC) has changed its
corporate name from "Wackenhut Corrections Corporation" to "The
GEO Group, Inc."

The name change, which was approved by the Company's shareholders
on November 18, 2003, became effective on November 25, 2003, upon
the filing of an amendment to the Company's Articles of
Incorporation with the Secretary of State in the state of Florida,
where the Company is incorporated.

GEO, formerly WCC (S&P, BB- Corporate Credit Rating, Negative), is
a world leader in the delivery of correctional and detention
management, health and mental health services to federal, state
and local government agencies around the globe. WCC offers a
turnkey approach that includes design, construction, financing and
operations. The Company represents government clients in the
United States, Australia, South Africa, New Zealand, and Canada
servicing 49 facilities with a total design capacity of
approximately 36,000 beds.


WESTWIND GROUP: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Westwind Group North Carolina, Inc.
             12555 High Bluff Drive, Suite 120
             San Diego, California 92130

Bankruptcy Case No.: 03-10575

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     The Westwind Group of Oregon, Inc.          03-9574

Type of Business: The debtor specializes in training systems
                  development and implementation, engineering
                  services, and management support for production
                  and manufacturing based commercial/industrial
                  clients workforce.

Chapter 11 Petition Date: November 21, 2003

Court: Southern District of California (San Diego)

Judge: Louise DeCarl Adler

Debtors' Counsel: Karla A. Lyon, Esq.
                  Gray Cary Ware & Freidenrich
                  4365 Executive Drive, Suite 1100
                  San Diego, CA 92121-2133
                  Tel: 858-638-6740

Total Assets: $2,405,125

Total Debts:  $48,975,443

Debtors' 20 Largest Unsecured Creditors:

Entity                       Nature Of Claim       Claim Amount
------                       ---------------       ------------
GMAC Commercial Mortgage                            $39,400,000
Corp.
Attn: James C. Ricard
Asset Management Unit
5730 Glenridge Drive,#104
Atlanta, GA 30328

GMAC Commercial Mortgage     Promissory Notes        $2,600,000  
Corp.
Attn: James C. Ricard
Asset Management Unit
5730 Glenridge Drive,#104
Atlanta, GA 30328

Burger King Ad Fund          Advertising             $1,498,420
P.O. Box 790230
St. Louis, MO 63179

Burger King Corporation      Trade                   $1,221,203
P.O. Box 790311
St. Louis, MO 63179

Atlantic Coast Foods, Inc.   Landlord                  $589,773
112 Queens Creek Road,
Suite 1
Swansboro, NC 28584

The CIT Group                Trade                     $488,216
P.O. Bopx 34591
Charlotte, NC 28234

CNL American Properties      Landlord                  $217,593
Fund

Rod Martin                   Landlord                   $86,023

Burger King Marketing        Trade                      $42,023

Brew-Mar Properties, LLC     Landlord                   $41,548

Carolina Power & Light       Utilities                  $39,385

Ruth Papurca                 Landlord                   $33,753

Redco Properties LLC         Landlord                   $31,500

Greenville Utilities         Utilities                  $28,559

Waste Industries             Utilities                  $21,426

Radiant Systems              Trade                      $20,718

CNL Financial Services LP    Landlord                   $20,597
CNL Center at City Commons

Thomas McNeil                Landlord                   $20,378

US Restaurant Properties     Landlord                   $17,598

WWW Real Estate Inv. Ltd.    Landlord                   $14,891
Partnership


WHITE FOODS GROUP: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: White Foods Group
        dba Cheddar's
        P.O. Box 8250
        Midland, Texas 79708-8250


Bankruptcy Case No.: 03-51450

Type of Business: Food services

Chapter 11 Petition Date: December 1, 2003

Court: Northern District of Texas (Lubbock)

Judge: Robert L. Jones

Debtor's Counsel: R. Byrn Bass, Jr., Esq.
                  Harding, Bass, Fargason, Booth & St. Clair &
                   Richards, LLP
                  P.O. Box 5950
                  Lubbock, TX 79408-5950
                  Tel: 806-744-1100

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
------                        ---------------       ------------
PNB Financial Bank            Bank Loan                  $85,000

U.S. FoodService/White Swan   Trade Debt                 $67,650

Texas Comptroller of Public   Sales Taxes                $14,477
Accounts

Watson Sysco                  Trade Debt                  $9,967

Arbor-Tech Horticulture,      Trade Debt                  $8,581
Inc.

Clarks & Winford              Trade Debt                  $7,371

Bell Gandy's Dairies, Inc.    Trade Debt                  $7,312

Commercial Food Service and   Trade Debt                  $7,000
Equipment Co

Juarez Foods                  Trade Debt                  $3,904

White Service Company, Inc.   Trade Debt                  $3,011

The Corporate Image, Inc.     Trade Debt                  $2,928

Preferred Service             Trade Debt                  $2,442

Quick Stripe                  Trade Debt                  $2,000

Ecowater Systems              Trade Debt                  $1,773

WOOD GOODS INDUSTRIES         Trade Debt                  $1,680

ECOLAB Pest Elimination       Trade Debt                  $1,594

Coca-Cola Enterprises         Trade Debt                  $1,467

Classic Doors                 Trade Debt                  $1,300

A 1 Service Electric          Trade Debt                  $1,242

J R Maintenance               Trade Debt                  $1,187


WORLD HEART: Completes Financial Restructuring Transactions
-----------------------------------------------------------
World Heart Corporation (OTCBB: WHRTF, TSX: WHT) has now completed
its required filings in order to effect the share consolidation
that was approved at its Special Meeting of Shareholders on
Tuesday, November 25, 2003. Under the share consolidation each
seven pre-consolidation common shares will become one new common
share. A Letter of Transmittal will be sent to registered
shareholders with instructions regarding the issuance of new post-
consolidation share certificates.

The Company's common shares will commence trading on the Toronto
Stock Exchange in Canada, and on the Over-the-Counter Bulletin
Board in the United States on a post-consolidated basis on or
about the opening of trading on Thursday, December 4, 2003.

In addition, WorldHeart has now completed the exchange of Series A
preferred shares of WorldHeart for common shares with Edwards
Lifesciences (U.S) Inc. The final US$20,000,000 of preferred
shares that Edwards held, plus approximately US$3,500,000 of
accrued dividends were exchanged for 3,500,000 common shares and
7,000,000 warrants carrying similar terms as warrants issued as
part of the Company's September 23, 2003 $63,500,000 private
placement transaction.

WorldHeart now has no debt (except for normal trade obligations)
having repaid over $12 million of loans and exchanged the
equivalent of approximately US$89,000,000 of preferred shares and
accrued interest for 8,481,128 common shares and 7,000,000
warrants.

Prior to the share consolidation WorldHeart had 105,131,553 common
shares outstanding. Subsequent to this one-for-seven consolidation
the Company has approximately 15,018,793 common shares  
outstanding.

The Company now expects to pursue a re-listing on the NASDAQ stock
market in the United States as soon as it is able to demonstrate
that all applicable listing standards have been met.

World Heart Corporation, a global medical device company based in
Ottawa, Ontario and Oakland, California, is currently focused on
the development and commercialization of pulsatile ventricular
assist devices. Its Novacor LVAS (Left Ventricular Assist System)
is well established in the marketplace and its next-generation
technology, HeartSaverVAD(TM), is a fully implantable assist
device intended for long-term support of patients with heart
failure.

World Heart Corporation's June 30, 2003 unaudited balance sheet
shows a total shareholders' equity deficit of about CDN$53
million, while its June 30, 2003, Proforma balance sheet shows a
total shareholders' equity deficit of about CDN$69 million.


WORLDGATE COMMS: Selling 1.4 Million Shares in Private Placement
----------------------------------------------------------------
WorldGate Communications, Inc. (Nasdaq: WGAT) has entered into
definitive agreements with certain institutional investors in
connection with a private placement of the Company's common stock
raising gross proceeds to the company of approximately $1.1
million.

WorldGate has agreed to sell 1,375,000 shares of newly issued
common stock at $0.80 per share.  The investors also received a
right, for a limited period of time, to purchase additional shares
equal to 20% of the common stock initially purchased by the
investors at $0.80 a share.  The investors will also receive five
year warrants to purchase 412,500 shares of common stock at $1.00
per share.

The proceeds of the financing are expected to allow the Company to
develop the Company's Ojo video phone product, produce trial units
and conduct trials with cable and DSL operators.

The securities sold in this private placement have not been
registered under the Securities Act of 1933, as amended, and may
not be offered or sold in the United States in the absence of an
effective registration statement or exemption from registration
requirements.  The Company has agreed to file a registration
statement on Form SB-2 within 30 days after the closing of the
transaction for purposes of registering the shares of Common Stock
acquired by the investors for resale.

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

                             *   *   *

             Liquidity and Going Concern Considerations

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

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

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

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


WR GRACE: Royal Indemnity Seeks Nod to File Late Proof of Claim
---------------------------------------------------------------
Royal Indemnity Company seeks Judge Fitzgerald's permission to
file a late proof of claim in W.R. Grace's chapter 11 proceeding.

Royal asserts unliquidated and contingent indemnification claims
arising from a settlement agreement it entered into with W.R.
Grace & Co. after more than ten years of litigation.  The
Settlement Agreement extinguished and released Royal's obligations
to defend or indemnify any asbestos-related bodily injury and
property damage claims under various insurance policies issued to
a predecessor of Grace.  The Settlement Agreement provided that
Grace would indemnify and hold Royal harmless from any further
asbestos-related claims made under the policies.

"This [Request] was prompted by the (over-)zealous positions
taken by certain personal injury claimants residing in Libby,
Montana, who seek to deny Royal the indemnity protection [the
claimants] purchased when [the claimants] settled with Grace, and
to avoid the stays and preliminary injunctions entered by this
Court applicable to other similarly situated claimants," Ian
Connor Bifferato, Esq., at Bifferato Bifferato & Gentilotti, in
Wilmington, Delaware, informs the Court.

To the extent any Royal indemnification claims arising out of the
Settlement Agreement were subject to the Bar Date, Mr. Bifferato
assures Judge Fitzgerald that adequate cause exists to allow
Royal to file a late proof of claim -- especially given that
Grace has yet to even file a proposed reorganization plan or
distribute any estate assets.  Additionally, no bar date has yet
been set for asbestos personal injury claims or for
administrative claims.

              The Royal/Grace Insurance Settlement

Before the Petition Date, Royal issued several comprehensive
general liability insurance policies to a Grace predecessor, the
Zonolite Company, covering 10 consecutive one-year periods from
March 31, 1953 through April 1, 1963.  In 1963, Grace acquired
Zonolite in exchange for a part of the Grace common stock.  
Grace, as successor to Zonolite, was subsequently named as a
defendant in numerous asbestos-related claims which were then
submitted to Royal for coverage under the policies.

Various disputes arose between Grace, Royal, and certain other
primary insurers concerning the scope of coverage under policies
for asbestos-related claims.  In 1995, after 10 years of
lawsuits, Royal and Grace signed the Settlement Agreement which
resolved all issues arising out of Grace's claim for coverage
under the policies for asbestos-related claims.  Under the
Settlement Agreement, in exchange for a "substantial" sum of
money paid by Royal, Grace agreed to the exhaustion and
cancellation of all coverage under the policies for any asbestos-
related claims, and to further release and discharge Royal from
any and all claims for coverage under the "Products Hazard"
portion of the policies.

The Settlement Agreement provided that Grace would indemnify and
hold Royal harmless from any and all liability imposed upon, or
costs or expenses incurred by, Royal in connection with any
asbestos-related claims or "product claims" made against Royal
under the policies, up to a $6,000,000 maximum limit.  Grace's
obligations under the indemnification provisions of the
Settlement Agreement thus include not only the duty to indemnify
Royal, but also the obligation to defend Royal from and against
any actions by any person or entity seeking to assert a right to
the released claims coverage.

                        The Libby Claims

In July 1999, the Libby, Montana Claimants sued Montana
Vermiculite Company for various alleged asbestos-related bodily
injuries caused by Zonolite.  Apparently, after the sale of all
of Zonolite's assets to Grace, including the policies issued by
Royal, Zonolite changed its name to Montana Vermiculite Company.  
Thus, Montana Vermiculite is an empty shell corporation that was
dissolved in 1964.

The Libby Claimants brought suit to recover any available
insurance coverage from Royal for the pre-1963 claims.  

Mr. Bifferato cites that in the adversary proceeding styled "W.R.
Grace & Co., et al. v. Margaret Chakarian, et al." Carol Gerard
indicated that upon obtaining judgment in any existing and future
Montana Vermiculite Litigation, the Libby Claimants will intend
to collect from Royal under the Pre-Sale Policies to the extent
of available coverage.

Mr. Bifferato says that the Libby Claimants have "gone so far as
to seek (unsuccessfully) to have Royal appointed as the
designated trustee of Montana Vermiculite for the receipt of
service of process."  But Mr. Bifferato points out that the Libby
Claimants have yet to commence any actions directly against
Royal.

In a hearing in the Chakarian lawsuit in September 2003, the
Libby Claimants' counsel took the position that Grace is not
entitled to an extension of the preliminary injunction in that
lawsuit because Royal failed to timely file a proof of claim
based on its right to indemnification under the Settlement
Agreement and thus any further prosecution of the Claims against
Montana Vermiculite will have no effect on Grace's reorganization
proceedings.

In discussing the results of the hearing, Royal learned for the
first time that the Libby Claimants were contending that the
March 31, 2003 Bar Date applied to any contingent and
unliquidated indemnity claim arising out of the Settlement
Agreement, including any claim based on Grace's obligations to
indemnify Royal for the claims asserted by the Libby Claimants
against Montana Vermiculite.

Mr. Bifferato contends that Royal's failure to timely file a
proof of claim is an "excusable neglect.  Royal relied on the Bar
Date Notice which stated that "[t]he Bar Date does not apply to
derivative asbestos claims and asbestos-related claims for
contribution, indemnity, reimbursement or subrogation."  That one
sentence is the only one set forth in the entire Bar Date Notice
Package directed specifically towards indemnification and similar
type claims.

Mr. Bifferato maintains that there is absolutely no danger of
prejudice to the Debtors posed by the allowance of Royal's Claim.  
Although it does not appear that the Claim was scheduled by
Grace, there is little doubt that Grace was well aware of Royal's
potential Claim for indemnity given the explicit provisions of
the Settlement Agreement.  Moreover, at this point, Royal's
Indemnity Claim is contingent and unliquidated, and may not
result in any liability to the Debtors.  The Claim is to be filed
as a precautionary measure to protect Royal's rights in the event
that it has a right of indemnification from the Debtors under the
Settlement Agreement.

Mr. Bifferato tells the Court that the total maximum amount of
Royal's Indemnity Claim is capped by the Settlement Agreement at
$6,000,000.  This sum pales in comparison to the total amount of
liabilities scheduled by Grace.  Grace estimates that it has
total liabilities in excess of $2,600,000,000.  Further, the
reorganization costs incurred by Grace will easily be in the many
millions of dollars, and perhaps upwards of $100,000,000.  Thus,
regardless of whether Royal's Indemnity Claim is deemed to be a
general prepetition unsecured claim, or a postpetition claim, it
will have no material impact on Grace's financial condition, nor
will it materially dilute the overall projected pro rata
distribution percentage to any creditor group.

Merely allowing Royal to file a claim will not prejudice the
Debtors' right to object to the allowance of that Claim, to the
extent any objections exist.  If Royal's claim is permitted to be
filed late, Grace and other interested parties, like the Libby
Claimants, are "in the same position as if the proof of claim had
been filed on time."  According to Mr. Bifferato, prejudice is
not merely the loss of an advantageous position, but must be
something more closely tied to the merits of the issue.  Quite
plainly, no prejudice will result to Grace or any other party-in-
interest if Royal is permitted to file its claim now. (W.R. Grace
Bankruptcy News, Issue No. 50; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


YPG HOLDINGS: S&P Ups Credit & Debt Ratings to Investment Grade
---------------------------------------------------------------
Standard & Poor's Rating Services raised its long-term corporate
credit and senior unsecured debt ratings on Canada's largest
telephone directories publisher YPG Holdings Inc. to 'BBB-' from
'BB+'. YPG Holdings is a wholly owned subsidiary of YPG LP. Giving
effect to the transaction described below, YPG LP will be owned
67% by the Yellow Pages Income Fund (YPIF or the Fund) and 33% by
private investors. The outlook is stable.

The ratings reflect a lower level of debt at YPG Holdings. YPIF
has entered into a definitive agreement to issue and sell 128
million new units of the fund. With respect to 10 million units,
net proceeds of C$107 million will be used to repay debt under YPG
Holdings' term credit facility. "Including this transaction, YPG
Holdings will have repaid C$190 million in debt from C$1,250
million when the initial rating was assigned," said Standard &
Poor's credit analyst Joe Morin. Pro forma adjusted debt to
estimated 2003 EBITDA will be reduced to less than 3x. Proceeds
from the remaining 118,000,000 units will be used to purchase
outstanding units of YPG LP held by private investors. This latter
portion of the transaction is credit neutral.

The ratings on YPG Holdings are supported by the company's
position within the provinces of Ontario and Quebec as the
dominant publisher of alphabetical and Yellow Pages directories.
The ratings are further supported by the company's brand equity
and intellectual property ownership, as well as its exclusivity
arrangements with incumbent telecom operator Bell Canada. The
company's financial risk profile has moderated with the lower
level of debt, and financial protection measures are now
considered adequate for the ratings category.

YPG Holdings' business risk position is characterized by strong
market share positions in its operating areas and well-recognized
brands that differentiate it from competitors. The company derives
revenues primarily from Yellow Pages directories advertising, but
also generates about 10% of revenues from enhanced alphabetical
listings and about 2% of revenues from Internet Yellow Pages
advertising. YPG Holdings had a total of 248,000 customers at the
end of 2002, consisting mainly of small and midsize businesses,
many of which use the Yellow Pages directories as their only
form of advertising and, therefore, have a high renewal rate. The
customer base is broad and diverse; no single customer accounts
for greater than 1% of revenues and no single advertising category
accounts for more than 3% of revenues. The stable and diverse
customer base has resulted in a stable, albeit low, level of
growth in the business, as well as steady EBITDA margins. These
strengths are somewhat tempered by the potential for increasing
competition in the medium term.

The stable outlook reflects the expectation that the company will
maintain its dominant position in the Ontario and Quebec
directories' publishing business, and that revenues, EBITDA
margins, and cash flows will consequently remain stable. In
addition, Standard & Poor's expects that the company will maintain
its current debt level in the long term. Because the business is
mature, the company is likely to grow at a slow rate, resulting in
stable or slightly improving credit metrics over time.


* John J. Jerome Joins Saul Ewing's National Bankruptcy Practice
----------------------------------------------------------------
John J. Jerome has joined the Bankruptcy and Reorganization
Department of Saul Ewing LLP as a Partner.  He is a former Partner
and Chair of the Bankruptcy Department of Milbank, Tweed, Hadley &
McCloy LLP.

"John's experience in bankruptcy is notable for his leadership
role in many precedent-setting cases," said Stephen S. Aichele,
Managing Partner of Saul Ewing LLP. "He is considered a Dean of
the Bankruptcy Bar. In bringing his skills and wide range of
contacts to Saul Ewing, he helps us to dramatically enhance our
offering to existing and prospective clients."

Mr. Jerome served as counsel to Official Creditors Committees in
such major cases as Columbia Gas & Electric Corporation and Johns
Manville Corporation, and represented the English Administrators
of Maxwell Communications Corporation and the Trading Committee
Chair in Drexel, Burnham, Lambert Corporation. He served for many
years as lead outside bankruptcy and restructuring counsel for
Chase Manhattan Bank and represented other major lending
institutions in many leading cases.

In the matter of Maxwell Communications Corporation, Mr. Jerome
was one of the architects of the protocol by which courts in both
the United States and the United Kingdom agreed to cooperate in
the dual administration of the unprecedented proceedings. That
protocol has become the basis for similar protocols embraced by
the United Nations, the European Community, and Bankruptcy Code
revisions now pending before the U.S. Congress.

Mr. Jerome expects to employ his extensive experience to enhance
the continued development of Saul Ewing's Bankruptcy Practice. He
particularly looks forward to being a training resource to younger
attorneys.

"Mr. Jerome is a senior statesman of the Bankruptcy Bar," said
Norman L. Pernick, Chair of Saul Ewing's Bankruptcy Practice. "His
longstanding and outstanding reputation and relationships with a
wide number of industry leaders make it possible to further expand
the breadth and depth of our practice in national cases."

"Saul Ewing occupies a strategic position in the mid-Atlantic
region and its Bankruptcy Practice is vibrant and growing. Its
bankruptcy lawyers have been extraordinarily successful on behalf
of their clients and have earned for themselves a reputation as a
young, 'can-do' group," said Mr. Jerome. "After an intensive
analysis, joining this firm became a clear and appropriate step
for me. Much of the attraction is the opportunity to work with
Norm Pernick and his fine, young bankruptcy team."

Prior to this appointment, Mr. Jerome was a Partner with the New
York firm of Milbank, Tweed, Hadley & McCloy LLP, having joined
the firm in 1962 and retired in 1998. He was a member of that
firm's executive committee and was Chairman of the Bankruptcy
Department. Since 1999, he has been the Principal in Jerome
Advisors, LLC, which has advised clients on restructuring and
insolvency.

He was a frequent lecturer for ALI-ABA, PLI, and various CLE
programs and at various law schools, and is an advisor to the St.
John's University School of Law Masters Program in Bankruptcy. He
is the past Chairman of the Committee on Bankruptcy and
Reorganization for the Association of the Bar of the City of New
York, and is a member of the National Bankruptcy Conference and
the International Insolvency Institute.

Mr. Jerome earned his bachelor's degree from St. John's University
and his law degree from St. John's University School of Law. In
his new position, he will be based in Philadelphia.

Saul Ewing LLP is a 240-attorney firm providing a full range of
legal services from offices in seven locations throughout the mid-
Atlantic. Our clients include national and international
businesses and not for profit institutions, individuals, and
entrepreneurs.


* Expert Sees 6,000 Canadian Consumer Holiday Bankruptcies
----------------------------------------------------------
How many Canadians will go bankrupt this Holiday Season?  At least
6,000 according to bankruptcy legal specialist Stanley Kershman,
the author of the newly published Put Your Debt on a Diet: A Step-
by-Step Guide To Financial Fitness (John Wiley & Sons). "Canadian
families currently owe over $450 billion and the number of
consumer bankruptcies is rising dramatically. In the past 20 years
the rate of consumer bankruptcies has quadrupled." Kershman states
in his book that a lifestyle fuelled by easy access to excessive
credit is a recipe for financial disaster. "The current debt level
that Canadians are carrying is dangerously high, and the crushing
effects of this debt affect all kinds of people from all walks of
life, including two income-families."

In addition, Mr. Kershman has "ten timely tips for avoiding
January's shopping hangover".

Put Your Debt on a Diet: A Step-by-Step Guide to Financial Fitness
is available at all bookstores.


* Meetings, Conferences and Seminars
------------------------------------
December 3-7, 2003
     AMERICAN BANKRUPTCY INSTITUTE
          Winter Leadership Conference
               La Quinta, La Quinta, California
                    Contact: 1-703-739-0800 or
                              http://www.abiworld.org

February 5-7, 2004
     AMERICAN BANKRUPTCY INSTITUTE
          Rocky Mountain Bankruptcy Conference
               Westin Tabor Center, Denver, CO
                    Contact: 1-703-739-0800 or
                              http://www.abiworld.org

March 5, 2004
     AMERICAN BANKRUPTCY INSTITUTE
          Bankruptcy Battleground West
               The Century Plaza, Los Angeles, CA
                    Contact: 1-703-739-0800 or
                              http://www.abiworld.org

April 15-18, 2004
     AMERICAN BANKRUPTCY INSTITUTE
          Annual Spring Meeting
               J.W. Marriott, Washington, D.C.
                    Contact: 1-703-739-0800 or
                              http://www.abiworld.org

April 29-May 1, 2004
     ALI-ABA
          Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,      
               Drafting, Securities, and Bankruptcy
                    Fairmont Hotel, New Orleans
                         Contact: 1-800-CLE-NEWS or
                                   http://www.ali-aba.org

May 3, 2004
     AMERICAN BANKRUPTCY INSTITUTE
          New York City Bankruptcy Conference
               Millennium Broadway Conference Center, New York, NY
                    Contact: 1-703-739-0800 or
                              http://www.abiworld.org

June 2-5, 2004
     AMERICAN BANKRUPTCY INSTITUTE
          Central States Bankruptcy Workshop
               Grand Traverse Resort, Traverse City, MI
                    Contact: 1-703-739-0800 or
                              http://www.abiworld.org

June 24-26,2004
     AMERICAN BANKRUPTCY INSTITUTE
          Hawaii Bankruptcy Workshop
               Hyatt Regency Kauai, Kauai, Hawaii
                    Contact: 1-703-739-0800 or
                              http://www.abiworld.org      

July 15-18, 2004
     AMERICAN BANKRUPTCY INSTITUTE
          The Mount Washington Hotel
               Bretton Woods, NH
                    Contact: 1-703-739-0800 or
                              http://www.abiworld.org

July 28-31, 2004
     AMERICAN BANKRUPTCY INSTITUTE
          Southeast Bankruptcy Workshop
            The Ritz-Carlton Reynolds Plantation, Lake Oconee, GA
                    Contact: 1-703-739-0800 or
                              http://www.abiworld.org

September 18-21, 2004
     AMERICAN BANKRUPTCY INSTITUTE
          Southwest Bankruptcy Conference
               The Bellagio, Las Vegas, NV
                    Contact: 1-703-739-0800 or
                              http://www.abiworld.org

October 10-13, 2004
     NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
          Seventy Seventh Annual Meeting
               Nashville, TN
                    Contact: http://www.ncbj.org/

December 2-4, 2004
     AMERICAN BANKRUPTCY INSTITUTE
          Winter Leadership Conference
               Marriott's Camelback Inn, Scottsdale, AZ
                    Contact: 1-703-739-0800 or
                              http://www.abiworld.org

April 28- May 1, 2005
     AMERICAN BANKRUPTCY INSTITUTE
          Annual Spring Meeting
               J.W. Marriot, Washington, DC
                    Contact: 1-703-739-0800 or
                              http://www.abiworld.org

July 14 -17, 2005
     AMERICAN BANKRUPTCY INSTITUTE
          Ocean Edge Resort, Brewster, MA
               Contact: 1-703-739-0800 or http://www.abiworld.org

July 27- 30, 2005
     AMERICAN BANKRUPTCY INSTITUTE
          Southeast Bankruptcy Workshop
               Kiawah Island Resort and Spa, Kiawah Island, SC
                    Contact: 1-703-739-0800 or
                              http://www.abiworld.org

November 2-5, 2005
     NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
          Seventy Eighth Annual Meeting
               San Antonio, TX
                    Contact: http://www.ncbj.org/

December 1-3, 2005
     AMERICAN BANKRUPTCY INSTITUTE
          Winter Leadership Conference
               Hyatt Grand Champions Resort, Indian Wells, CA
                    Contact: 1-703-739-0800 or
                              http://www.abiworld.org

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

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 ***