TCR_Public/031204.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, December 04, 2003, Vol. 7, No. 240   

                          Headlines

ABN AMRO MORTGAGE: Fitch Rates 2 Certs. Classes at Low-B Levels
ACANDS INC: Creditors Must File Non-Asbestos Claims by Dec. 8
AIR CANADA: Transamerica Aviation Wants to Retrieve Aircraft
AM COMMS: Will Auction-Off Assets Today at 10 A.M. in Delaware
AMERCO: Court Okays Huron as Equity Committee's Fin'l Advisors

AMERICA WEST: Reports 5% Year-Over-Year Increase in Nov. Traffic
AMERICAN PLUMBING: Has Until December 4 to Decide on Leases
ANC RENTAL: Bringing-In Anderson Kill as Insurance Counsel
ARMSTRONG: Adjourns Special Shareholders' Meeting to January 7
ASBURY AUTOMOTIVE: Terminates Proposed Pact to Acquire Bob Baker

ATLANTIC COAST: Cancels Mesa Consent Solicitation Record Date
BALDWIN CRANE: Creditors Must File Claims by December 22, 2003
BIOGEN IDEC: S&P Ups Credit & Sr. Unsecured Debt Ratings to BB+
BLADES BOARD: Case Summary & 20 Largest Unsecured Creditors
BOMBARDIER RECREATIONAL: S&P Assigns B+ Long-Term Credit Rating

BRIDGE: Plan Committee Sues AmEx to Recover Close to $2 Million
BVS MOTELS INC: Case Summary & 4 Largest Unsecured Creditors
CALICO COMMERCE: Will Make Initial Cash Liquidating Dividend
CHAMPIONSHIP AUTO: OWRS Merger Conditions May Not Be Satisfied
CHANNEL MASTER: Panel Turns to J.H. Cohn for Financial Advice

CHARTER: Appoints Derek Chang Executive VP, Finance and Strategy
CHIQUITA BRANDS: Sets Analyst and Investor Day for Dec. 16, 2003
CIT RV TRUST: S&P Takes Rating Actions on Various Trust Series
CITIGROUP MORTGAGE: Fitch Rates Class B-4 and B-5 Notes at BB/B
CMS ENERGY: $225 Mil. Preferred Issue Gets Fitch's B- Rating  

COASTAL BANCORP: S&P Puts BB- Counterparty Rating on Watch Pos.
CONNECTICARE: Counterparty & Fin'l Strength Ratings Down to B+   
CONSOLIDATED FREIGHTWAYS: Selling Provo Assets at Dec 17 Auction
CONSOLIDATED FREIGHTWAYS: Augusta Facility Up on Auction Block
CONSOLIDATED FREIGHTWAYS: Selling Atlanta Distribution Facility

CONSOLIDATED FREIGHTWAYS: Auctioning-Off Dallas Distr. Facility
CONSOLIDATED FREIGHTWAYS: Selling Wilson Facility on December 17
CONSOLIDATED FREIGHTWAYS: Trenton Facility for Sale on Dec. 17
COVANTA ENERGY: Selling Energy & Water Businesses to Danielson
DAISYTEK INT'L: Files Plan and Disclosure Statement in Texas

DDI CORPORATION: S.D.N.Y. Court Confirms Plan of Reorganization
EL PASO: Amends Exchange Offer for 9.00% Equity Security Units
ENRON CORP: Proposes Uniform Smith Street Bidding Procedures
ENRON CORP: Proposes to Compromise Potential Employee Claims
EXIDE TECHNOLOGIES: Court Okays S&P Consulting as Fin'l Advisor

FAO INC: Will File for Chapter 22 Bankruptcy Later This Week
FIRST HORIZON: Fitch Rates Class B-4 & B-5 Certificates at BB/B
FLOWSERVE: Proposes to Borrow from the European Investment Bank
FRIEDE GOLDMAN: Co.'s Ability to Continue Operations Uncertain
GENERAL CHEMICAL: Case Summary & 20 Largest Unsecured Creditors

HARTMARX CORP: Michael F. Anthony Elected to Board of Directors
HAYES LEMMERZ: Court Approves Plan Distribution Procedures
HOLIDAY RV: U.S. Trustee Names 4-Member Creditors' Committee
HYTEK: Revises Management Structure and Reduces Workforce by 10%
INFINIA AT FLAGSTAFF: Case Summary & Largest Unsecured Creditors

INFRAWORKS CORP: Successfully Emerges from Chapter 11 Bankruptcy
INTERNATIONAL WIRE: S&P Yanks Credit & Debt Ratings Down to D
ITC DELTACOM: Annual Shareholders' Meeting Set for December 18
JA JONES: Spriggs & Hollingsworth Serving as Litigation Counsel
JACUZZI BRANDS: Will Complete Transactions Under SEC Rule 10b5-1

JARDEN CORP: Effects 3-For-2 Stock Split & Closes Exchange Offer
KAISER ALUMINUM: Wants Clearance for Reliance Release Agreement
KB HOME: Reports Preliminary Fourth Quarter 2003 Net Orders
KMART: Court Disallows $84 Million of Revolving Credit Claims
LENNAR CORP: Reports Improved New Home Performance for Q4 2003

LEVI STRAUSS: Fitch Junks Ratings as Alvarez & Marsal is Hired
LIFEPOINT HOSPITALS: S&P Ups Rating to BB over Improved Profile
LMIC INC: Capital Deficits and Losses Raise Going Concern Doubt
LOUISIANA-PACIFIC CORP: Modifies Tender Offer for 10.875% Notes
MANITOWOC COMPANY: Terry D. Growcock Establishes 10b5-1 Plan

MARINER HEALTH: Divests Two Nursing Facilities in Louisiana
MERCURY AIR: Will Re-Audit Financials for FYs 2002 and 2001
METROCALL INC: Will Redeem $20-Mil. of Series A Preferred Shares
MILACRON INC: Bank Group Relaxes Key Terms of Credit Agreement
MIRANT CORP: Wants Go-Signal to Assign Contracts to Mirant Asia

MSX INT'L: Names Robert Netolicka as Chief Executive Officer
NATIONAL BENEVOLENT: Fitch Downgrades $149MM Debt Rating to DDD
NAT'L WATERWORKS: S&P Affirms Low-B Ratings with Stable Outlook
ORTHOFIX: S&P Rates Corporate Credit & Bank Loan Ratings at BB-
OWENS CORNING: Seeks to Block Chapter 11 Trustee Appointment

PACIFIC GAS: Urges CPUC to Adopt Settlement Pact Without Changes
PG&E NAT'L: NEG Solicitation Exclusivity Intact Until March 19
QUINTEK TECHNOLOGIES: Secures $500K Financing from KMVI, LLC
RAINBOW MEDIA: S&P Rates $775 Million Bank Facilities at BB+
SAMSONITE CORP: Holding Third-Quarter Conference Call on Dec. 11

SATURN (SOLUTIONS): Continues Report Filing Default Status
SHGC LTD: Voluntary Chapter 11 Case Summary
SIMMONS CO: Planned $340M Senior Sub. Notes Get S&P's B- Rating
SIX FLAGS INC: S&P Rates $300 Million Senior Notes Issue at B-
SLATER STEEL: Tomorrow is the General Claims Bar Date

SOLUTIA: Rejects Pharmacia Settlement Costs of 2 Asbestos Cases
SWEETHEART HOLDINGS: Year-End Results Enter Positive Territory
THAXTON GROUP: US Trustee Appoints Official Creditors' Committee
UNITED AIRLINES: Wants Marshall & Ilsley to Turn-Over Assets
UNITED RENTALS: Noteholders Purchase Additional 1-7/8% Notes

VENTAS INC: Improved Credit Profile Spurs S&P's Positive Outlook
VENTAS: Declares Regular Quarterly Dividend of $0.2675 Per Share
VIVA INT'L: Lacks Working Capital to Continue Operations
WESTERN FIN'L: Fitch Affirms Ratings & Changes Outlook to Pos.
WESTWIND GROUP: Section 341(a) Meeting to Convene on December 18

WOODWORKERS WAREHOUSE: Case Summary & Largest Unsecured Creditors
WORLDCOM INC: Salomon Smith Barney Claims Going to Arbitration
W.R. GRACE: Peninsula Investment Discloses 6.16% Equity Stake

                          *********

ABN AMRO MORTGAGE: Fitch Rates 2 Certs. Classes at Low-B Levels
---------------------------------------------------------------
ABN AMRO Mortgage Corporation's multi-class mortgage pass-through
certificates, series 2003-12, are rated by Fitch Ratings as
follows:

     -- $288,573,262 classes 1A, 2A, 3A1, 3A2, A-P, and R (senior
        certificates) 'AAA';

     -- $4,307,000 class M certificates 'AA';

     -- $1,783,000 class B-1 certificates 'A';

     -- $891,000 class B-2 certificates 'BBB';

     -- $594,000 privately offered class B-3 certificates 'BB';

     -- $445,000 privately offered class B-4 certificates 'B'.

The privately offered class B-5 certificates are not rated by
Fitch.

The 'AAA' rating on the senior certificates reflects the 2.85%
subordination provided by the 1.45% class M, 0.60% class B-1,
0.30% class B-2, 0.20% privately offered class B-3, 0.15%
privately offered class B-4 and 0.15% privately offered class B-5.

Fitch believes the amount of credit enhancement will be sufficient
to cover credit losses, including limited bankruptcy, fraud and
special hazard losses. The ratings also reflect the high quality
of the underlying collateral originated by ABN AMRO Mortgage
Group, Inc., the integrity of the legal and financial structures
and the servicing capabilities of Washington Mutual Bank, FA
(rated 'RPS2+' by Fitch).

The trust is secured by conventional, 30-year fixed-rate mortgage
loans, which are separated into three cross-collateralized groups
or 'tracks' by the underlying loans' interest rate. As of Nov. 1,
2003 (the cut-off date), the aggregate principal balance is
$297,039,584.

Track 1 collateral consists of recently originated, conventional,
fixed-rate, fully amortizing, first lien, one- to two-family
residential mortgage loans, with remaining terms to stated
maturity ranging from 353 to 360 months. The weighted average
original loan-to-value ratio of the track is approximately 67.38%;
approximately 0.50% of the mortgage loans have an OLTV greater
than 80%. The weighted average coupon of the mortgage loans is
5.62% and the weighted average FICO score is 742. Cash-out and
rate/term refinance loans represent 11.20% and 44.20% of the
track, respectively. The states that represent the largest
geographic concentration are California (49.60%), New York
(8.50%), and Illinois (6.30%). All other states represent less
than 5% of the outstanding balance of Track 1.

Track 2 collateral consists of recently originated, conventional,
fixed-rate, fully amortizing, first lien, one- to two-family
residential mortgage loans, with remaining terms to stated
maturity ranging from 348 to 360 months. The weighted average OLTV
of the track is approximately 70.10%; approximately 1.60% of the
mortgage loans have an OLTV greater than 80%. The WAC of the
mortgage loans is 6% and the weighted average FICO score is 740.
Cash-out and rate/term refinance loans represent 13.90% and 30% of
the track, respectively. The states that represent the largest
geographic concentration are California (50%), New York (6.40%),
and Florida (5.30%). All other states represent less than 5% of
the outstanding balance of Track 2.

Track 3 collateral consists of recently originated, conventional,
fixed-rate, fully amortizing, first lien, one- to two-family
residential mortgage loans, with remaining terms to stated
maturity ranging from 348 to 360 months. The weighted average OLTV
of the track is approximately 73.39%; approximately 3.20% of the
mortgage loans have an OLTV greater than 80%. The WAC of the
mortgage loans is 6.37% and the weighted average FICO score is
741. Cash-out and rate/term refinance loans represent 12.30% and
19.40% of the track, respectively. The states that represent the
largest geographic concentration are California (51.28%), Virginia
(5.94%), and Illinois (5.15%). All other states represent less
than 5% of the outstanding balance of Track 3.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.  

AAMG originated all of the loans. U.S. Bank, N.A. will serve as
trustee. AMAC, a special purpose corporation, deposited the loans
in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust. For federal income
tax purposes, election will be made to treat the trust as three
real estate mortgage investment conduits.


ACANDS INC: Creditors Must File Non-Asbestos Claims by Dec. 8
-------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware,
fixes December 8, 2003, as the last date by which general
unsecured non-asbestos claims may be filed against AcandS, Inc.
Claim holders are required to submit their proofs of claim.  

A proof of claim form may be downloaded from the AcandS Bankruptcy
Web site, or obtained by calling the AcandS Claims helpline at
1-888-455-9302.

Claim forms must be delivered to:

        If sent by mail, to:

        The Garden City Group, Inc.
        Claims Agent for Acand S, Inc.
        PO Box 9000-6029
        Merrick, New York 11566-9000

        If sent by hand-delivery or overnight mail, to:

        The Garden City Group, Inc.
        Claims Agent for AcandS, Inc.
        105 Maxess Road
        Melville, New York 11747

AcandS, Inc., was an insulation contracting company, primarily
engaged in the installation of thermal and mechanical insulation.
In later years, the Debtor also performed a significant amount of
asbestos abatement and other environmental remediation work.  The
Company filed for chapter 11 protection on September 16, 2002,
(Bankr. Del. Case No. 02-12687). Laura Davis Jones, Esq., at
Pachulski Stang Ziehl Young Jones & Weintraub represents the
Debtor in its restructuring efforts. When the Company filed for
protection from its creditors, it listed estimated debts and
assets of over $100 million.          


AIR CANADA: Transamerica Aviation Wants to Retrieve Aircraft
------------------------------------------------------------
On behalf of Transamerica Aviation, LLC and Wells Fargo Bank
Northwest, National Association, Carter A. White, Senior Vice
President of Transamerica Equipment Financial Services, reports
several breaches by Air Canada under the aircraft lease
agreement.  

Mr. White tells Mr. Justice Farley that the Airbus A320-200
airframe, bearing manufacturer's serial number 283 and Canadian
registration mark C-FLSI, that Air Canada leased from Transamerica
was due for a heavy maintenance check in February 2003.  However,
Air Canada opted to utilize its tolerance window under its
maintenance program and continued to operate the aircraft without
performing the heavy maintenance check that was due.  When it
filed for CCAA protection, Air Canada had the right pursuant to
the Initial CCAA Order to suspend or terminate the aircraft lease.  
But it did not do so.  Instead, Air Canada continued to operate
the aircraft without making any payments or performing the
maintenance check due in February.

Wells Fargo is the owner trustee of the aircraft.  Wells Fargo
purchased the aircraft from Aircraft Lease Portfolio
Securitisation 92-1 Limited, the original lessor, on December 20,
2002.  Transamerica is the beneficial owner of the aircraft
pursuant to a Trust Agreement with Wells Fargo.

According to Mr. White, the Initial CCAA Order required Air
Canada to continue to maintain, "service, repair and overhaul all
aircraft . . . engine and parts" in accordance with the higher of
Air Canada's standards before April 1, 2003 and accepted industry
standards and practice.  But Air Canada did not comply with the
Court Order and continued to operate the aircraft in regular
service to the outermost edge of its maintenance tolerance
window, thus compounding wear and tear damage to the aircraft.  
On July 4, 2003, the aircraft was grounded and kept outdoors at
Vancouver International Airport.  The aircraft was later
cannibalized.  The engines and some parts were removed and
reinstalled in other airplanes.

In September 2003, Air Canada purported to terminate the aircraft
lease effective September 20, 2003.  Wells Fargo advised Air
Canada of its intention to conduct a final inspection of the
aircraft and its records.  However, Air Canada did not cooperate
with the inspectors.

Mr. White relates that Transamerica and Wells Fargo are currently
attempting to negotiate a Ferry Flight Agreement with Air Canada
so that the aircraft may be ferried to a proper storage location
in Arizona in the United States.

Mr. White informs the CCAA Court that Air Canada currently owes
$1,710,000 for the use of the aircraft since April 30, 2003 and
its component, as of September 20, 2003.  Air Canada also owes
$2,765,540 in reconciliation payments arising as a result of the
continued use since April 30, 2003 of the airframe, engines and
auxiliary power unit without performing the required heavy
maintenance.

Transamerica and Wells Fargo ask Mr. Justice Farley to compel Air
Canada to return the aircraft in airworthy condition and pay the
outstanding amounts. (Air Canada Bankruptcy News, Issue No. 19;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


AM COMMS: Will Auction-Off Assets Today at 10 A.M. in Delaware
--------------------------------------------------------------
AM Communications, Inc., and its debtor-affiliates seek to sell
substantially all of their assets free and clear of liens and
encumbrances.  Pursuant to three asset-purchase agreements, the
Debtors agreed to sell their assets to three purchasers, subject
to higher and better offers and the approval of the U.S.
Bankruptcy Court for the District of Delaware.

The base purchase prices for each set of assets are:

    $4.0 million for the company's network monitoring and
                 management products division,

    $2.0 million for the company's cable television and broadband
                 communications construction service operations,

    $3.7 million for the company's subscriber fulfillment,
                 engineering design, construction and installation
                 services.

An auction to flush-out the highest and best bid for each set of
assets will convene today at 10:00 a.m. Eastern Time at the
offices of the debtors' counsel, The Bayard Firm, located at 222
Delaware Avenue, Suite 900, Wilmington, Delaware, 19899.

The Honorable Peter J. Walsh will hold a hearing to consider the
approval of the Sale of the Assets tomorrow at 3:30 p.m.

Headquartered in Quakertown, Pennsylvania, AM Communications,
Inc., and its debtor-affiliates provide services to the
television, cable and wireless industry, their services include
installation and maintenance of television lines and wireless
systems in the Northeastern and Southeastern parts of the U.S. The
Company filed for chapter 11 protection on August 28, 2003 (Bankr.
Del. Case No. 03-12689).  Steven M. Yoder, ESq., Neil B. Glassman,
Esq., and Christopher A. Ward, Esq., at The Bayard Firm represent
the Debtors in their restructuring efforts.  When the Company
filed for protection from its creditors, it listed $29,886,155 in
total assets and $25,641,048 in total debts.


AMERCO: Court Okays Huron as Equity Committee's Fin'l Advisors
--------------------------------------------------------------
U.S. Bankruptcy Court Judge Zive authorizes the Equity Committee,
appointed in the AMERCO Debtors' bankruptcy proceedings, to retain
Huron Consulting, as its forensic financial investigators and
advisors, nunc pro tunc to October 11, 2003, provided that the
combined fees of Huron and Providence Capital, Inc. will not
exceed $100,000 in any month.  

The averaging of fees by Huron or Providence over a period of
months or over the length of their retention is not permitted.  
However, Judge Zive clarifies that the Equity Committee has the
right to seek increases in the $100,000 monthly cap upon an
adequate showing of good cause.

                         *    *    *

In its capacity as the Equity Committee's advisor, Huron will:

   (a) assist in the review and assessment of the financial and
       accounting information or analysis thereof provided by
       the financial advisors for the Debtors and the Creditors
       Committee;

   (b) assist in the analysis of the reasonableness of the
       financial projections for the Debtors and their
       subsidiaries;

   (c) assist in the analysis of the level of debt that can be
       reasonably supported by the Debtors' business operations;

   (d) assist in the analysis of the reasonableness of Republic
       West's insurance reserves;

   (e) assist in the assessment of the Debtors' litigation
       involving PricewaterhouseCoopers; and

   (f) render other advisory services as may from time to time
       be agreed on by the Equity Committee, its legal advisors
       and Huron.

Huron will seek compensation based on the current hourly rates of
its professionals.  It will also seek reimbursement of reasonable
out-of-pocket expenses.  Currently, Huron's hourly rates are:

   Managing Directors        $600
   Directors                  450
   Managers                   350
   Associates                 250
   Analysts                   175
(AMERCO Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AMERICA WEST: Reports 5% Year-Over-Year Increase in Nov. Traffic
----------------------------------------------------------------
America West Airlines (NYSE: AWA) reported record traffic
statistics for the month of November and year-to-date 2003.  
Revenue passenger miles for November 2003 were a record 1.7
billion, an increase of 5 percent from November 2002.  

Capacity for November 2003 was 2.3 billion available seat miles,
up 1.2 percent from November 2002.  The passenger load factor for
the month of November was a record 74.0 percent vs. 71.3 in
November 2002.

Year-to-date load factor was a record 76.5 percent, up three
points from 2002.  Year-to-date RPMs were a record 19.5 billion, a
7.3 percent increase from 2002.  Available seat miles increased
3.1 percent for the current year to 25.5 billion.

"We are quite pleased with our Thanksgiving holiday passenger
loads.  In addition, we generated a new daily unit revenue record
for America West this past Sunday, Nov. 30," said Scott Kirby,
executive vice president, marketing and sales.  "In December,
we'll offer customers additional opportunities to take advantage
of our low fares and outstanding operational performance with the
start of our nonstop transcontinental flights between San
Francisco and New York/JFK, as well as our first flights to Costa
Rica in Central America, which began Monday, Dec. 1."

The following summarizes America West's November and year-to-date
traffic results for 2003 and 2002:

                              Nov. 2003     Nov. 2002     % Change
                              ---------     ---------     --------

Revenue Passenger Miles (000)  1,675,418     1,595,770        5.0
Available Seat Miles (000)     2,264,516     2,237,634        1.2
Load Factor (percent)           74.0          71.3        2.7 pts.

                              YTD 2003      YTD 2002      % Change
                              --------      --------      --------
Revenue Passenger Miles (000) 19,497,205    18,172,111        7.3
Available Seat Miles (000)    25,479,412    24,709,392        3.1
Load Factor (percent)           76.5          73.5        3.0 pts.

Founded in 1983 and proudly celebrating its 20-year anniversary in
2003, America West Airlines (S&P, B Long-Term Corporate Credit
Rating, Stable Outlook) is the nation's second largest low-fare
airline and the only carrier formed since deregulation to achieve
major airline status. America West's 13,000 employees serve nearly
55,000 customers a day in 92 destinations in the U.S., Canada and
Mexico.


AMERICAN PLUMBING: Has Until December 4 to Decide on Leases
-----------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Western District of
Texas, American Plumbing and Mechanical Inc., and its debtor-
affiliates obtained an extension of their lease decision period.  
The Court gives the Debtors until December 4, 2003 to decide
whether to assume, assume and assign, or reject their unexpired
nonresidential real property leases.

Headquartered in Round Rock, Texas, American Plumbing &
Mechanical, Inc. and its affiliates provide plumbing, heating,
ventilation and air conditioning contracting services to
commercial industries and single family and multifamily housing
markets.  The Company filed for chapter 11 protection on October
13, 2003 (Bankr. W.D. Tex. Case No. 03-55789).  Demetra L.
Liggins, Esq., at Winstead Sechrest & Minick P.C., represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $282,456,000 in total
assets and $256,696,000 in total debts.


ANC RENTAL: Bringing-In Anderson Kill as Insurance Counsel
----------------------------------------------------------
The ANC Rental Debtors and the Official Committee of Unsecured
Creditors seek Judge Walrath's permission to employ Anderson Kill
& Olick, P.C., nunc pro tunc to October 21, 2003, as special
insurance counsel to both the Debtors and the Committee to
evaluate and pursue the Debtors' insurance coverage claims.

Anderson Kill is expected to:

   (1) advise the Debtors and the Committee regarding matters
       of the Debtors' insurance coverage available for payment
       of claims, including gaps in coverage, overlapping
       coverage provided by multiple carriers and availability of
       excess insurance coverage;

   (2) exchange correspondence and information with the Debtors'
       insurance carriers regarding claims and defenses and
       provide settlement analyses to the Debtors and the
       Committee;

   (3) advise the Debtors and the Committee regarding issues
       related to the Debtors' insurance coverage in connection
       with these Chapter 11 cases; and

   (4) if necessary, commence and conduct insurance coverage
       related litigation on behalf of the Debtors' estates.

Elio Battista, Jr., Esq., at Blank Rome LLP, in Wilmington,
Delaware, relates that Anderson Kill has experience in matters of
this nature and character, and that the firm possesses
substantial and well-known expertise in analyzing complex
insurance coverage and recovery issues.  Among other things,
Anderson Kill successfully pursued insurance coverage on behalf
of 10 major asbestos defendants, as well as a great many other
insurance policyholder clients.  Anderson Kill tried many major
insurance coverage litigations on behalf of policyholders, and
obtained billions of dollars in recoveries in well-publicized
settlements in numerous other cases.  Anderson Kill has extensive
appellate experience in insurance coverage matters as well.  The
Debtors and the Committee believe that the services of Anderson
Kill are both necessary and appropriate.

Anderson Kill will be compensated in this manner:

   -- Anderson Kill will receive 35% of the first $2,500,000 in
      insurance recovery whenever it is actually received by the
      Debtors or any Reorganization Trust or successor;

   -- In addition:

      * if the matter continues for more than four months after
        October 31, 2003, then the firm will receive 10% of all
        recoveries actually received by the Debtors in excess of
        $2,500,000; and

     * if the matter continues for more than five months after
       October 31, 2003, then Anderson Kill will receive 15% of
       the recoveries actually received the Debtors in excess of
       $2,500,00.

      Thereafter, Anderson Kill's share of the recoveries
      actually received by the Debtors in excess of $2,500,000
      will continue to increase 5% per month, capped at a limit
      of 33% of the total recovery actually received by the
      Debtors.

Moreover, all costs and expenses will be the responsibility of
the Debtors, but such costs will be "fronted" by Anderson Kill.  
The firm will carry a receivable for those costs and expenses
until such time as the Trust has approximately $500,000 or more
in cash on hand; once the Trust garners that cash, the Trust will
promptly reimburse Anderson Kill for those costs and expenses.  
To the extent the Anderson Kill "receivable" remains unpaid for
more than four months, the firm will be permitted to accrue
interest on the unpaid receivable at the rate of 0.5% per month.  
All receivables will be treated pari passu with the other
operational costs and expenses of the Trust and the Trust will be
solely responsible for the cost and payment of all expert witness
fees.

The Anderson Kill attorneys who potentially may provide services
to the Debtors and the Committee are:

   (1) Finley T. Harckham,
   (2) John N. Ellison, and
   (3) Mark D. Silverschotz.

According to Mr. Battista, all three of these attorneys have
extensive experience in insurance coverage litigation, including
the interplay between bankruptcy law and insurance coverage law.  
This listing is not exclusive and other professionals may perform
services for the Debtors and the Committee.

Finely T. Harckman, Esq., an equity shareholder of Anderson Kill,
assures the Court that:

   (1) Anderson Kill is a "disinterested person" within the
       meaning of Section 101(14) of the Bankruptcy Code and as
       referenced by Section 328(c), and holds no interest
       adverse to the Debtors and their estates for the matters
       for which Anderson Kill is to be employed; and

   (2) Anderson Kill has no connection to the Debtors, their
       creditors or their related parties.

However, because of the Debtors' size, unbeknownst to Anderson
Kill, it may now or, in the future, represent other creditors of
the Debtors in other matters unrelated to these bankruptcies, Mr.
Harckman says.  Anderson Kill will supplement its affidavit if
and when necessary to disclose any further relationships that
require disclosure.  The Debtors and the Committee are satisfied
that Anderson Kill does not represent an interest adverse to the
estate with respect to the matters for which Anderson Kill is to
be employed. (ANC Rental Bankruptcy News, Issue No. 43; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ARMSTRONG: Adjourns Special Shareholders' Meeting to January 7
--------------------------------------------------------------
Armstrong Holdings, Inc. (OTC Bulletin Board: ACKHQ), the parent
company of Armstrong World Industries, Inc., announced that the
special shareholder meeting of AHI currently scheduled for
Wednesday, December 3 in New York City, will be adjourned to
Wednesday, January 7, 2004 at the same location (the offices of
Weil, Gotshal & Manges at 767 Fifth Avenue, New York, NY) and hour
(11 a.m.).

The adjournment is being made in view of a procedural delay in the
Chapter 11 case of AWI, which is AHI's only significant asset.  
The meeting was called to authorize the dissolution of AHI upon
implementation of a plan of reorganization in AWI's Chapter 11
case.  The adjournment provides additional time for shareholders
who have not already done so to vote on the proposal.

Armstrong Holdings, Inc. is the parent company of Armstrong World
Industries, Inc., a global leader in the design and manufacture of
floors, ceilings and cabinets.  In 2002, Armstrong's net sales
totaled more than $3 billion.  Based in Lancaster, PA, Armstrong
operates 58 plants in 14 countries and approximately 15,700
employees worldwide.  More information about Armstrong is
available on the Internet at http://www.armstrong.com


ASBURY AUTOMOTIVE: Terminates Proposed Pact to Acquire Bob Baker
----------------------------------------------------------------
Asbury Automotive Group, Inc. (NYSE: ABG), one of the largest
automotive retail and service companies in the U.S., announced
that its proposed agreement to acquire the Bob Baker Auto Group of
San Diego, California has been terminated.

When the proposed acquisition was announced in 2002, Asbury noted
that it was subject to customary closing conditions, including
approvals from all of the relevant manufacturers.  As previously
disclosed, all of the manufacturers gave their approval promptly
with the exception of Ford Motor Company and Toyota Motor Sales,
U.S.A., Inc.  Asbury has been working through the approval process
with Toyota, including paperwork issues, and believes an approval
would ultimately have been reached.  However, attempts to carve
Baker's Ford store out of the acquisition proved too complex and
ultimately led to the deal's termination.

Kenneth B. Gilman, Asbury's President and CEO, said, "Bob Baker
and Asbury have come to a mutual agreement that it is in the best
interest of all our respective stakeholders to cancel our
acquisition agreement and go our separate ways."  Bob Baker,
President and CEO of the Bob Baker Auto Group, said, "Ken and I
talked it over, and we decided this is the best thing to do
at the present time.  The Bob Baker Auto Group remains the pre-
eminent automotive retailer in San Diego and we look forward to
the continued growth and success of our business."

"Our ongoing acquisition program is very much on track," Mr.
Gilman continued.  "We have already met our 2003 acquisition
objectives, with completed deals representing about $415 million
in annual revenues, and we are very pleased with the high-quality
transactions in our pipeline.  We have executed contracts to
acquire three additional dealerships-including one in Suburban Los
Angeles-with $190 million in annual revenues, as well as signed
letters of intent for another two dealerships with $165 million in
annual revenues."

In the fourth quarter of 2003, the Company will incur (as
previously disclosed) a pre-tax charge of approximately $3
million, reflecting expenses related to the proposed Bob Baker
Auto Group transaction.

Asbury Automotive Group, Inc. (S&P, BB- Corporate Credit Rating,
Stable), headquartered in Stamford, Connecticut, is one of the
largest automobile retailers in the U.S., with 2002 revenues of
$4.5 billion.  Built through a combination of organic growth and a
series of strategic acquisitions, Asbury now operates through nine
geographically concentrated, individually branded "platforms."
These platforms currently operate 95 retail auto stores,
encompassing 138 franchises for the sale and servicing of 35
different brands of American, European and Asian automobiles.
Asbury believes that its product mix includes one of the highest
proportions of luxury and mid-line import brands among leading
public U.S. automotive retailers.  The Company offers customers an
extensive range of automotive products and services, including new
and used vehicle sales and related financing and insurance,
vehicle maintenance and repair services, replacement parts and
service contracts.


ATLANTIC COAST: Cancels Mesa Consent Solicitation Record Date
-------------------------------------------------------------
Atlantic Coast Airlines Holdings, Inc. (Nasdaq: ACAI) announced
the cancellation of the October 23, 2003 record date previously
set in connection with Mesa's proposed consent solicitation.  A
new record date has not been established.

The Company stated that its Board of Directors set the original
record date shortly after Mesa filed its preliminary consent
solicitation statement with the Securities and Exchange
Commission.  At the time, the Company did not anticipate that it
would take over a month for Mesa to clear its consent solicitation
materials with the Securities and Exchange Commission.

ACA currently operates as United Express and Delta Connection in
the Eastern and Midwestern United States as well as Canada.  On
July 28, 2003, ACA announced plans to establish a new, independent
low-fare airline to be based at Washington Dulles International
Airport.  The Company has a fleet of 148 aircraft-including a
total of 120 regional jets-and offers over 840 daily departures,
serving 84 destinations.  ACA employs approximately 4,600 aviation
professionals.

The Company has filed with the SEC a preliminary consent
revocation statement on Schedule 14A and intends to file its
definitive consent revocation statement on Schedule 14A shortly.  
The definitive consent revocation statement will contain important
information about ACA's position regarding Mesa's consent
solicitation.  You are urged to read carefully the definitive
consent revocation statement, which you will receive from the
Company after it has been filed, before taking any action or
making any decision with respect to Mesa's consent solicitation.  
You may obtain a copy of the Company's preliminary consent
revocation statement on Schedule 14A, and will be able to obtain a
copy of the Company's definitive consent revocation statement,
when filed, free of charge at the website maintained by the SEC at
http://www.sec.gov

In addition, you may obtain documents filed with the SEC by ACA
free of charge by requesting them in writing from ACA, 45200
Business Court, Dulles, VA 20166, Attention: Director, Corporate
Communications.

ACA and certain of its directors and executive officers may be
deemed to be participants in the solicitation.  A detailed list of
the names of ACA's directors and executive officers is contained
in ACA's preliminary consent revocation statement, which may be
obtained without charge at the Web site maintained by the SEC at
http://www.sec.gov

The common stock of parent company Atlantic Coast Airlines
Holdings, Inc. is traded on the Nasdaq National Market under the
symbol ACAI. For more information about Atlantic Coast Airlines,
visit its Web site at http://www.atlanticcoast.com

Atlantic Coast Airlines (S&P, B- Corporate Credit Rating,
Developing) employs over 4,600 aviation professionals.


BALDWIN CRANE: Creditors Must File Claims by December 22, 2003
--------------------------------------------------------------
The United States Bankruptcy Court for the District of
Massachusetts, set 4:00 p.m. on December 22, 2003, as the deadline
for all creditors owed money on account of claims arising prior to
the Petition Date to file their proofs of claim against Baldwin
Crane & Equipment Corporation and its debtor-affiliates.

Claim forms must be delivered to:

     The Clerk's Office
     United States Bankruptcy Court
       for the District of Massachusetts
     Thomas P. O'Neill Federal Building
     10 Causeway Street, Room 1101
     Boston, Massachusetts

and a copy must be sent to:

     Debtor's Counsel
     Parker & Associates
     10 Converse Place
     Winchester, Massachusetts 01890

Claims listed as liquidated, undisputed and contingent in the
Debtor's Schedules of Liabilities are not required to file their
proofs of claim with respect to such claim.  However, any
creditors whose claim against the Debtor for which a proof of
claim is required, but failed do so, will be forever disallowed
and barred from asserting the claim.

Headquartered in Wilmington, Massachusetts, Baldwin Crane and
Equipment Corp., a crane-operating business, filed for chapter 11
protection on October 3, 2003 (Bankr. Mass. Case No. 03-18303).  
Nina M. Parker, Esq., at Parker & Associates represents the Debtor
in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed estimated debts and
assets of over $10 million each.


BIOGEN IDEC: S&P Ups Credit & Sr. Unsecured Debt Ratings to BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
senior unsecured debt ratings on Biogen Idec Inc. (formerly Idec
Pharmaceutical Corp.) to 'BB+' from 'BB'. The ratings have been
removed from CreditWatch, where they were placed June 23, 2003,
following Idec's announcement that it was merging with fellow
biopharmaceutical company Biogen Inc., based in Cambridge, Mass.,
in an all-equity transaction valued at $6.6 billion.

The outlook is positive.

The upgrade reflects the recently combined biopharmaceutical
company's greater portfolio diversity and the solid growth
prospects of its key products.

"The near-investment-grade ratings on San Diego, Calif.-based
Biogen Idec reflect the growing diversity of its biopharmaceutical
portfolio, its favorable product growth prospects in the
intermediate term, and the company's strong financial profile,"
said Standard & Poor's credit analyst Arthur Wong. "These factors
are partially offset by the company's high revenue dependence on
only two drugs, its relatively thin near-term product pipeline,
and the challenges associated with a major merger."

Biogen Idec specializes in the development of monoclonal antibody-
based cancer treatments and autoimmune disease treatments. Pro
forma for the merger, the company had nearly $1.37 billion in
sales for the nine months ended September 2003.

The combined portfolio is led by the multiple sclerosis treatment
Avonex.

Launched in 1996 by Biogen, the drug continues to hold the leading
market share, with nearly 44% of all new prescriptions, and it
generated $858 million in sales in the nine months ended September
2003. The company also enjoys a royalty stream from its B-cell
non-Hodgkin's lymphoma treatment Rituxan, which is co-marketed
with Genentech Inc. Rituxan, discovered by Idec and approved in
late 1997, was the first Mab approved by the FDA as a cancer
treatment. It is currently the best selling cancer treatment in
the world and faces little competition for the foreseeable future.
Idec's revenue from Rituxan sales amounted to nearly $365 million
for the first nine months of 2003.

In the wake of the merger, Biogen Idec has a $550 million R&D
program, the third largest in the biopharmaceutical industry.
Significant new products are essential to decreasing the company's
high reliance on Avonex and Rituxan for sales and earnings. Sales
for the company's more recent product launches--Amevive (Biogen's
treatment of moderate-to-severe chronic plaque psoriasis) and
Zevalin (Idec's cancer treatment)--have been disappointing thus
far, as both products have encountered reimbursement issues.
Moreover, the near-term product pipeline is light, with only
multiple sclerosis treatment Antegren in Phase III development
trials. Data from the trial is not expected until 2005. In the
meantime, competition in the multiple sclerosis market is
increasing, especially with the 2002 launch of rival Rebif by
Serono SA and its co-marketer, Pfizer Inc.


BLADES BOARD: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Blades Board and Skate, LLC
        365 Carnegie Avenue
        Kenilworth, New Jersey 07033
        Tel: 908-245-1650

Bankruptcy Case No.: 03-48818

Type of Business: The Debtor is an in-line skating specialty
                  store.

Chapter 11 Petition Date: December 2, 2003

Court: District of New Jersey (Newark)

Judge: Novalyn L. Winfield

Debtor's Counsel: Paul H. Aloe, Esq.
                  Kudman Trachten LLP
                  Continental Plaza III
                  433 Hackensack Avenue
                  2nd Floor
                  Hackensack, NJ 07601
                  Tel: 201-487-6220
                  Fax: 201-487-6450

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
------                      ---------------       ------------
Burton Snowboards,          Trade                     $502,887
80 Industrial Pkwy,
Burlington, VT 05401
Attn: Chris Sherman
Tel: 800-367-2951

Salomon, Inc.               Trade                     $332,259
5055 North Greeley Ave.,
Portland, OR 97217
Attn: John Mears
Tel: 888-634-8175

K2, Inc.                    Trade                     $260,475
19215 Vashon Highway SW
Vashon WA 98070-5236
Attn: Bryan Nohr
Tel: 800-972-4037

Sole Technologies, Inc.     Trade                     $140,895

Four Star Distribution      Trade                     $138,422

Westlife, Inc.              Trade                     $100,427

DC Shoes, Inc.              Trade                      $92,666

Benetton Sports             Trade                      $90,348

Mervin Manufacturing        Trade                      $89,357

Podium Dist.                Trade                      $84,646

Rollerblade                 Trade                      $78,729

CCM (Maska US INC)          Trade                      $64,975

Element Skatewear           Trade                      $59,621

Northwave North America     Trade                      $43,967

Bravo Sports Corporation    Trade                      $42,640

Puma USA                    Trade                      $40,356

Graf Canada, LTD.           Trade                      $40,347

Sunshine Distribution       Trade                      $40,255

Bladez, Inc.                Trade                      $39,409

Mission Roller              Trade                      $37,772


BOMBARDIER RECREATIONAL: S&P Assigns B+ Long-Term Credit Rating
---------------------------------------------------------------  
Standard and Poor's Ratings Services initiated coverage on
motorized recreational products manufacturer Bombardier
Recreational Products Inc. and assigned a 'B+' long-term corporate
credit rating.  At the same time, Standard & Poor's assigned its
'B+' rating to BRP's proposed C$360 million seven-year senior
secured term loan B and its C$250 million five-year senior secured
revolving credit facility. Standard & Poor's also assigned its 'B-
' rating to BRP's proposed issuance of US$200 million 2013 senior
subordinated notes. The outlook is stable.

Proceeds will be used to finance the acquisition of the
recreational products division from Bombardier Inc. for
approximately C$1 billion. The rating on the proposed credit
facility is based on preliminary offering statements and is
subject to review of final documentation. The senior subordinated
notes are rated two notches below the corporate credit rating to
reflect their junior position to the significant amount of secured
debt in the capital structure.

"The ratings on BRP reflect the high leverage of the borrower
following the acquisition, the strong competition in the
recreational products markets, and the volatile demand for the
primary products," said Standard & Poor's credit analyst Kenton
Freitag.. These factors are partially offset by BRP's market
knowledge, the company's well established dealer network, and the
stable margins and revenues gained from the parts and accessories
component of this business.

BRP, formerly the recreational products division of Bombardier
Inc., is one of the leading manufacturers of motorized
recreational products in the world. The company's primary products
are snowmobiles, personal watercraft, engines for recreational
products, and ATVs and outboard motors. The snowmobiles,
watercraft, and engines segments are considered core as the
company has a long operating history with well established market
positions and relatively stable margins in mature but cyclical
markets. The ATV and outboard motors divisions represent
relatively new segments for the company that have not yet
translated to stable margin contributors. Nevertheless, the
significant capital costs associated with entry into these markets
has already been incurred and the future costs of gaining traction
in these markets are not considered onerous.

The company's long history in the snowmobile and personal
watercraft markets, and leading product development have resulted
in strong customer loyalty to its brands. This, combined with the
company's expansive dealership base, has been key to maintaining
market share, which has allowed for maintenance of leading market
positions. Nevertheless, BRP competes against well established
U.S.- and Japan-based competitors that are very well capitalized.
With its leveraged financial profile, BRP is considered vulnerable
to competitive challenges during future market downturns.

The stable outlook reflects the expectation that contributions
from the company's core segments will allow for modest free cash
flow generation and the maintenance of liquidity and credit
measures as the company seeks to develop markets.


BRIDGE: Plan Committee Sues AmEx to Recover Close to $2 Million
---------------------------------------------------------------
Pursuant to Section 6.05 of the Bridge Information Systems
Debtors' Confirmed Plan, the Plan Committee for the estate of BIS
Administration, Inc. was created.  The rights and responsibility
of the Plan Committee are set forth in the Plan Administrator
Agreement which, among others, provide that if the Plan
Administrator determines he has a material conflict of interest
concerning the prosecution of litigation, he may select a designee
to act on behalf of the Reorganized Debtors.  The designee may,
but need not be, the Plan Committee. The Plan Administrator is a
member of American Express Tax and Business Services, Inc.  Thus,
the Plan Committee pursues a claim against AmEx on the Plan
Administrator's behalf.

The Plan Committee alleges that during the 90 days prior to the
Petition Date, the Debtors made these payments to or for the
benefit of American Express Corporation, which AmEx accepted on
account of antecedent debt:

   Check No.     Check Date      Amount        Date Honored
   --------      ----------      ------        ------------
    8100891      11/15/00        $2,626          12/26/00
    8101118      11/16/00       438,404          11/21/00
    8101123      11/16/00        56,560          11/21/00
    8102228      12/04/00        94,525          12/08/00
    8102338      12/06/00       410,131          12/11/00
    8102421      12/08/00         2,651          01/10/01
    8104154      12/31/00       405,483          01/10/01
    8104093      01/05/01         3,486          01/22/01
    8104311      01/22/01        90,390          01/16/01
    8105291      01/22/01         3,187          01/26/01
    8105990      02/02/01         2,410          02/06/01
    8106001      02/08/01       324,465          02/13/01
       6370      11/14/00        14,137          11/17/00
       6454      11/30/00        33,983          12/04/00
       6505      12/15/00        10,341          12/19/00
       6529      12/29/00        42,205          01/03/01
      10041      01/18/01        14,795          01/22/01
      10072      02/07/01        39,043          02/12/01

According to A. Thomas Dewoskin, Esq., at Keating & Shure, in St.
Louis, Missouri, each of the Preference Payments was honored by
the Debtors' bank on a date, which is within the Preference
Period.  Each Preference Payment enabled AmEx to receive more
than it would have received if:

   -- the case were a case under Chapter 7 of the Bankruptcy
      Code;

   -- the Preference Payment had not been made; and

   -- AmEx had received payment of its debt to the extent
      provided by the Bankruptcy Code.

Mr. Dewoskin asserts that pursuant to Section 547(b) of the
Bankruptcy Code, the Plan Committee may avoid the Preference
Payments.  

AmEx was the initial transferee of the Preference Payments or the
entity for whose benefit the Preference Payments were made.  Mr.
Dewoskin adds that under Section 550, the Plan Committee may
recover the Preference Payments from AmEx.  On January 9, 2002,
the Plan Committee sent AmEx, via United States Mail, a letter
demanding the return of the Preference Payments.  But AmEx
refused.

Thus, the Plan Committee asks the Court to:

   (a) declare that the Preference Payments were voidable
       preferences pursuant to Section 547(b);

   (b) set aside, avoid, and hold the Preference Payments as null
       and void; and

   (c) declare that the Plan Committee may recover the Preference
       Payments aggregating $1,975,216 from AmEx pursuant to
       Section 550(a), along with interest as of January 9, 2002
       plus costs to the extent permitted by law. (Bridge
       Bankruptcy News, Issue No. 53; Bankruptcy Creditors'
       Service, Inc., 215/945-7000)    


BVS MOTELS INC: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: BVS Motels, Inc.
        12111 Brook Meadows
        Stafford, Texas 77477

Bankruptcy Case No.: 03-11798

Type of Business: Motels

Chapter 11 Petition Date: December 1, 2003

Court: Eastern District of Texas (Beaumont)

Judge: Bill Parker

Debtor's Counsel: Willard P. Conrad, Esq.
                  9898 Bissonnet,
                  Suite 112
                  Houston, TX 77036
                  Tel: 713-777-4077
                  Fax: 713-777-1034

Total Assets: $2,493,000

Total Debts: $2,467,358

Debtor's 4 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Jefferson County Tax        Taxes                     $100,000     
Assessor

Days Inn Worldwide, Inc.    Franchise Fees             $13,000

Willard P. Conrad           Attorney Fees              $10,000

Anis Damani                 Non-Purchase Money          $6,000         


CALICO COMMERCE: Will Make Initial Cash Liquidating Dividend
------------------------------------------------------------
Calico Commerce, Inc., announced that on December 10, 2003 the
Company will make its initial liquidating dividend to stockholders
of record on August 26, 2003.

The liquidating dividend is being made pursuant to the terms of,
and in accordance with, the joint Plan of Reorganization filed by
Calico and its Official Committee of Equity Security Holders, and
approved by order of the United States Bankruptcy Court for the
Northern District of California, San Jose Division, Case No. 01-
56101-MSJ, entered on August 14, 2003, confirming the First
Amended Joint Plan of Reorganization (Dated June 30, 2003) filed
by Calico Commerce, Inc. and the Official Committee of Equity
Security Holders appointed in the case.

The Company's stockholders of record at the close of business on
August 26, 2003 will receive $0.46 per share for each share of the
Company's common stock that they own on that date. The Company's
transfer agent, American Stock Transfer & Trust Company, will be
the distribution agent for purposes of distributing this dividend.

Further distributions, if any, will be made after all disputed,
contingent claims have been resolved. After final distribution of
all remaining assets to creditors and equity holders in one or
more distributions, and after entry of the final decree in the
bankruptcy case, the Company expects to dissolve.


CHAMPIONSHIP AUTO: OWRS Merger Conditions May Not Be Satisfied
--------------------------------------------------------------
Championship Auto Racing Teams, Inc. (OTC Bulletin Board: CPNT.OB)
announced that representatives of Open Wheel Racing Series
informed the company that OWRS believes that a number of
conditions of the pending merger between the parties will not be
satisfied by the time of the special meeting of stockholders
scheduled for December 19, 2003.

Championship has considered OWRS' position and believes that it is
unlikely that the condition requiring the absence of a material
adverse effect will be satisfied because it expects that there
will be a net decrease in the number of teams planning on
participating in the series for the 2004 season from the number
that participated in the 2003 season.  OWRS has indicated it will
not waive any condition of the closing. In light of the foregoing,
Championship's board of directors is evaluating available
alternatives to the merger, including the possibility of ceasing
operations, winding up the Company's affairs and liquidating its
remaining assets.  

In addition, OWRS has made a preliminary proposal contemplating an
alternative transaction under which Championship and its
subsidiary CART, Inc., would commence reorganization cases under
Chapter 11 of the Bankruptcy Code and OWRS would purchase certain
assets of the Company and/or CART, Inc., and assume certain
liabilities.  OWRS advised the Company that under the OWRS
proposal, OWRS would continue the Champ Car Racing Series in 2004.  
Although Championship is reviewing this proposal there can be
no assurance that any agreement will be entered into or that any
transaction, if completed, will result in any payments to
stockholders.

Open Wheel Racing Series is a newly formed holding company owned
indirectly by a group of investors including Gerald R. Forsythe,
Kevin Kalkhoven and Paul Gentilozzi. OWRS currently has beneficial
ownership of 3,377,400 shares of Championship common stock,
approximately 22.9% of the outstanding shares of Championship.

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

                           *    *    *

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


CHANNEL MASTER: Panel Turns to J.H. Cohn for Financial Advice
-------------------------------------------------------------
The duly-appointed Committee of Unsecured Creditors of Channel
Master, LLC and its debtor-affiliates' chapter 11 cases asks the
U.S. Bankruptcy Court for the District of Delaware for permission
to retain J.H. Cohn LLP as accountants and financial advisors.  
The Committee submits that it needs J.H. Cohn to perform certain
accounting and financial advisory services.

In its capacity, J.H. Cohn will:

     a. assist and advise the Committee in determining the
        Debtors' short-term cash flow requirements and
        availability of assets to support DIP loans;

     b. assist and advise the Committee in understanding the
        Debtors' accounting systems;

     c. assist and advise the Committee in monitoring the
        Debtors' postpetition operating results and cash flows;

     d. assist and advise the Committee in ascertaining the
        Debtors' current financial condition;

     e. assist and advise the Committee in reviewing historical
        financial information of the Debtors;

     f. assist and advise the Committee in reviewing key
        employee retention plans;

     g. assist and advise the Committee in reviewing proposed
        financing commitments;

     h. assist and advise the Committee in reviewing the
        Debtors' expense structure and identifying opportunities
        for further reductions;

     i. assist and advise the Committee in preparing a
        liquidation analysis;

     j. assist and advise the Committee in identifying and/or
        evaluating strategies to maximize the value of the
        estate, including the proposed sale transaction; and

     k. render other bankruptcy and consulting services, attend
        hearings and/or meetings, and render such assistance as
        the Creditors' Committee and its counsel may deem
        necessary.

The Committee has selected J.H. Cohn as accountants and financial
advisors because of its experience and knowledge in the area of
insolvency accounting. J.H. Cohn's normal billing rates for the
accounting and financial advisory services are:

          Senior Partner      $495 per hour
          Partner             $425 per hour
          Director            $385 per hour
          Senior Manager      $330 per hour
          Manager             $300 per hour
          Supervisor          $275 per hour
          Senior Accountant   $230 per hour
          Staff               $175 per hour
          Paraprofessional    $120 per hour

Clifford A. Zucker, assures the Court that J.H. Cohn and members
of the Firm are "disinterested persons" within the meaning of
Section 101(14) of the Bankruptcy Code.

Headquartered in Smithfield, North Carolina, Channel Master
Holdings, Inc., with the Debtor-affiliates, are leading designer
and manufacturer of high-volume, superior quality antenna products
for the satellite communications industry both in the U.S. and
internationally.  The Company filed for chapter 11 protection on
October 2, 2003 (Bankr. Del. Case No. 03-13004). David B.
Stratton, Esq., at Pepper Hamilton LLP represents the Debtors in
their restructuring efforts.  When the Company filed for
protection from its creditors, it listed estimated debts and
assets of over $50 million each.


CHARTER: Appoints Derek Chang Executive VP, Finance and Strategy
----------------------------------------------------------------
Charter Communications, Inc. (Nasdaq:CHTR) has appointed Derek
Chang to the newly-created position of Executive Vice President of
Finance and Strategy.

Mr. Chang will report to Carl Vogel, President and CEO, and will
have overall responsibility for treasury and mergers and
acquisitions, serving as the primary contact for all banking
relationships.

Mr. Chang was previously Executive Vice President of the Yankees
Entertainment and Sports Network, a regional sports programming
network in New York where he headed corporate development and
financing activities from the company's inception in 2001 until
earlier this year. Prior to joining YES, he was the Chief
Financial Officer and Co-Chief Operating Officer of GlobalCenter,
the web hosting subsidiary of Global Crossing.

Mr. Chang worked for TCI Communications/AT&T Broadband in Denver
from 1997 to 2000, ultimately as Executive Vice President of
Corporate Development where he directed the Company's M&A
activities and managed a multibillion dollar portfolio of cable
joint ventures. He was Treasurer of InterMedia Partners in San
Francisco from 1994 to 1997.

With the announcement of Mr. Chang's appointment, Mr. Vogel said,
"We continue to recruit top talent who will work together with our
existing team towards the goal of increasing Charter's performance
and leadership. Derek is a seasoned professional with an
impressive history in M&A and complicated financings, including
significant trades and partnerships. He possesses excellent
relationships in the industry and the financial community. His
background will serve us well as we continue to make progress on
rationalizing our assets and improving our balance sheet."

A cum laude graduate of Yale University with a B.A. in History,
Mr. Chang also received an MBA from the Stanford University
Graduate School of Business.

Charter Communications, A Wired World Company*, is the nation's
third-largest broadband communications company. Charter provides a
full range of advanced broadband services to the home, including
cable television on an advanced digital video programming platform
via Charter Digital Cable(R) brand and high-speed Internet access
marketed under the Charter Pipeline* brand. Commercial high-speed
data, video and Internet solutions are provided under the Charter
Business Networks* brand. Advertising sales and production
services are sold under the Charter Media* brand. More information
about Charter can be found at http://www.charter.com

As previously reported, Standard & Poor's Ratings Services
assigned its 'CCC-' rating to the $500 million senior unsecured
notes due 2013 of CCO Holdings LLC, an indirect, wholly owned
subsidiary of cable TV system operator Charter Communications Inc.
(CCC+/Developing/--).

Although the CCO notes are structurally senior to the 'CCC-' rated
debt of Charter Communications Holdings LLC and CCH II LLC, the
substantial amount of priority obligations, largely in the form of
secured bank debt structurally ahead of the new CCO notes,
constrains the rating on these notes to two notches below the
'CCC+' corporate credit rating.


CHIQUITA BRANDS: Sets Analyst and Investor Day for Dec. 16, 2003
----------------------------------------------------------------
Chiquita Brands International, Inc. (NYSE: CQB) will hold its
second annual analyst and investor day on Tuesday, Dec. 16, 2003.  
The meeting will begin at 8 a.m. in the Astor Ballroom of the
Barclay Intercontinental Hotel, 111 E. 48th St., New York.

Cyrus Freidheim, chairman and chief executive officer, James
Riley, senior vice president and chief financial officer, and
other management team members will discuss the progress of
Chiquita's turnaround and present its strategic approach to the
opportunities and challenges facing the company.

The presentation will be accessible remotely by telephone or over
the Internet, via CCBN.

    Telephone Access

    To listen to a conference call of the presentation, please
contact one of the following numbers at least ten minutes prior to
the scheduled start time.

     - United States and Canada: (800) 810-0924
     - Other locations: (913) 981-4900
     - Conference Call Title: "Chiquita Investor Day"

A replay will also be available from approximately 1 p.m. on
Dec. 16, to 6 p.m. on Dec. 23, 2003. To listen to the replay, dial
(888) 203-1112 in the United States and Canada or (719) 457-0820
from other locations and provide the confirmation code 657971.

    Internet Access

    To listen to the live audio webcast of the event, please use
the link on Chiquita's home page -- http://www.chiquita.com The  
webcast will also be distributed over CCBN's Investor Distribution
Network to both individual and institutional investors. Individual
investors can listen to the call through CCBN's individual
investor center -- http://www.companyboardroom.com-- or by  
visiting any of the investor sites in CCBN's Individual Investor
Network, such as America Online's Personal Finance Channel.
Institutional investors can access the call via CCBN's password-
protected event management site, StreetEvents --
http://www.streetevents.com An archived webcast will be available  
after the call at http://www.chiquita.comuntil Jan. 5, 2004.

Chiquita Brands International (S&P, B Corporate Credit Rating,
Positive) is a leading international marketer, producer and
distributor of high-quality fresh and processed foods. The
company's Chiquita Fresh division is one of the largest banana
producers in the world and a major supplier of bananas in North
America and Europe. Sold primarily under the premium Chiquita(R)
brand, the company also distributes and markets a variety of other
fresh fruits and vegetables.  Additional information is available
at http://www.chiquita.com


CIT RV TRUST: S&P Takes Rating Actions on Various Trust Series
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on various
notes and certificates issued by CIT RV Trust 1996-B, CIT RV Trust
1997-A, CIT RV Trust 1998-A, and CIT RV Trust 1999-A and removed
them from CreditWatch where they were placed with negative
implications Aug. 22, 2003.

Concurrently, the rating on the class B notes issued by CIT RV
Trust 1997-A is raised, while the ratings on the remaining rated
notes and certificates issued by the trusts are affirmed.

The downgrades reflect dissipating credit support available to
cover losses on the rated classes as well as the negative
performance trends displayed by the underlying pools of assets
consisting of installment sale contracts and direct loans that are
secured by new and used recreational vehicles.

Income generated by the trusts has been insufficient to fully
cover monthly net losses, resulting in draws upon the reserve
accounts for all trusts on each of the last six consecutive
distribution dates. Consequently, none of the trusts' reserve
accounts are funded at their "specified reserve amounts."
Moreover, as of the November remittance date, between 6.46% and
6.88% of the pools backing the trusts consist of loans that are in
repossession inventory, and between 3.91% to 5.03% of the trusts'
pools consist of receivables that are 90 or more days delinquent.

Standard & Poor's expects that the reserve accounts will continue
to experience draws in light of the negative effect that high
levels of delinquencies and repossession inventories are having on
monthly excess spread and as CIT Group/Sales Financing Inc. (a
subsidiary of CIT Group Inc.), acting as servicer, continues to
liquidate repossessed units.

CIT Group/Sales Financing Inc. exited the recreational vehicle
loan-origination business in 2001, causing it to become
increasingly reliant upon auction distribution channels for the
liquidation of repossession inventory. Monthly recovery rates have
noticeably declined since such time, resulting in higher
cumulative net losses than initially anticipated.

The affirmed ratings and the upgrade reflect adequate credit
enhancement available to support those ratings, considering
expected remaining losses. The senior classes have benefited from
the sequential pay structures and subordination has increased as
the senior classes have been paid down.
    
   RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE
   
     CIT RV Trust 1996-B
   
                    Rating
        Class   To          From
        Certs   BB-         BBB/Watch Neg
           
     CIT RV Trust 1997-A
   
                   Rating
        Class   To          From
        Certs   BBB-        BBB/Watch Neg
           
     CIT RV Trust 1998-A
   
                   Rating
        Class   To          From
        Certs   BB          BBB/Watch Neg
   
     CIT RV Trust 1999-A
   
                   Rating
        Class   To          From
        B       BBB-        A/Watch Neg
        Certs   BB-         BBB/Watch Neg
            
   RATING RAISED
    
     CIT RV Trust 1997-A
   
                    Rating
        Class   To          From
        B       AA-         A
    
   RATINGS AFFIRMED
   
     CIT RV Trust 1996-B
   
        Class   Rating
        A-3     AAA
   
     CIT RV Trust 1997-A
   
        Class   Rating
        A-6     AAA
        A-7     AAA
   
     CIT RV Trust 1998-A
   
        Class   Rating
        A-4     AAA
        A-5     AAA
           
     CIT RV Trust 1999-A
   
        Class   Rating
        A-3     AAA
   
   RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE
   
     CIT RV Trust 1998-A
   
                   Rating
        Class   To          From
        B       A           A/Watch Neg
           
     CIT RV Trust 1999-A
   
                   Rating
        Class   To          From
        A-4     AAA         AAA/Watch Neg
        A-5     AAA         AAA/Watch Neg


CITIGROUP MORTGAGE: Fitch Rates Class B-4 and B-5 Notes at BB/B
---------------------------------------------------------------
Citigroup Mortgage Loan Trust, Inc.'s mortgage pass-through
certificates series 2003-UP3, are rated by Fitch Ratings as
follows:

     -- $304.4 million classes A-1 through A-3, PO and IO (senior
        certificates) 'AAA';

     -- $5.5 million class B-1 'AA';

     -- $4.2 million class B-2 'A';

     -- $3.1 million class B-3 'BBB';

     -- $1.6 million class B-4 'BB';

     -- $1.6 million class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 6%
subordination provided by the 1.70% class B-1, 1.30% class B-2,
0.95% class B-3, 0.50% privately offered class B-4, 0.50%
privately offered class B-5 and 1.05% privately offered class B-6
(not rated by Fitch). Classes B-1, B-2, B-3, B-4, and B-5 are
rated 'AA', 'A', 'BBB', 'BB' and 'B', respectively, based on their
respective subordination.

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 and the master
servicing capabilities of Union Planters Mortgage, Inc., a wholly-
owned subsidiary of Union Planters Bank, National Association.

The Group I collateral consists of conventional, primarily one- to
four-family, fixed-rate mortgage loans secured by first liens on
residential real properties, with remaining terms to maturity
ranging from 1 to 192 months. As of the cut-off date (Nov. 1,
2003), the weighted average amortized loan-to-value ratio for the
mortgage loans in the pool is approximately 56.93%. The average
balance of the mortgage loans is $30,846 and the weighted average
coupon of the loans is 8.23%. Second homes and investor properties
comprise 6.14% and 16.27%, respectively, of the Group I loans.
Rate-term and cash-out refinances represent 33.08% and 23.73%,
respectively. The states that represent the largest portion of
mortgage loans are Tennessee (22.15%), Mississippi (15.05%), and
Alabama (11.52%).

The Group II collateral consists of conventional, primarily one-
to four-family, fixed-rate mortgage loans secured by first liens
on residential real properties, with remaining terms to maturity
ranging from 13 to 357 months. As of Nov. 1, 2003, the weighted
average amortized LTV for the mortgage loans in the pool is
approximately 77.05%. The average balance of the mortgage loans is
$69,644 and the WAC of the loans is 7.83%. Second homes and
investor properties comprise 4.87% and 2.01%, respectively, of the
Group II loans. Rate-term and cash-out refinances represent 16%
and 17.14%, respectively. The states that represent the largest
portion of mortgage loans are Tennessee (19.72%), Florida
(17.12%), and Alabama (15.27%).

The Group III collateral consists of conventional, primarily one-
to four-family, fixed-rate mortgage loans secured by first liens
on residential real properties, with remaining terms to maturity
ranging from 57 to 353 months. As of the cut-off date, the
weighted average amortized LTV for the mortgage loans in the pool
is approximately 77.69%. The average balance of the mortgage loans
is $425,684 and the WAC of the loans is 7.03%. Second homes
comprise 7.13% of the Group III loans and there are no investor-
occupied loans. Rate-term and cash-out refinances represent 29.68%
and 18.90%, respectively, of the Group III mortgage loans. The
states that represent the largest portion of mortgage loans are
Florida (21.71%), Alabama (12.45%), and Indiana (12.35%).

Approximately 80.89% of the Group I Mortgage Loans, approximately
91.59% of the Group II Mortgage Loans and approximately 93.02% of
the Group III Mortgage Loans, (in each case, by aggregate
principal balance of the related loan group as of the cut-off
date), were originated or acquired by the originator generally in
accordance with the underwriting criteria of the originator's
Stated Income Program (such loans are also referred to as the
Program Mortgage Loans). The remaining approximately 19.11% of the
Group I Mortgage Loans, approximately 8.41% of the Group II
Mortgage Loans and approximately 6.98% of the Group III Mortgage
Loans, were acquired by the originator in connection with the
acquisition of various entities by the originator and its
affiliates. These mortgage loans are referred to as the Non-
Program Mortgage Loans.

CMLTI deposited the loans in the trust, which issued the
certificates, representing undivided beneficial ownership in the
trust. For federal income tax purposes, one or more elections will
be made to treat the trust fund as a real estate mortgage
investment conduit. Wells Fargo Bank Minnesota, N.A. will serve as
trustee.


CMS ENERGY: $225 Mil. Preferred Issue Gets Fitch's B- Rating  
------------------------------------------------------------
Fitch Ratings has assigned a 'B-' rating to CMS Energy Corp.'s
$225 million issuance of cumulative convertible preferred stock.
The preferred stock is being issued to qualified institutional
investors under Rule 144A of the Securities Act. Proceeds from the
issuance will be used to repay debt. The Rating Outlook for CMS is
Stable.

The ratings for CMS take into consideration the expectation of
stable revenues and cash flow from its primary subsidiary,
Consumers Energy Co. (senior unsecured rated 'BB', Rating Outlook
Stable by Fitch) and adequate liquidity at CMS as a result of the
successful refinancing of secured bank agreements, realization of
asset sale proceeds and improved access to the capital markets.
The current ratings of CMS also recognize the relatively high
level of parent level debt and weak consolidated credit metrics.


Recently, CMS reached a settlement agreement with the Commodity
Trading Futures Commission (CFTC) for $16 million related to
allegations of round-trip trading activities in its energy and
marketing segment during 2000 and 2001. CMS has since exited the
trading and marketing business. Ongoing investigations surrounding
the same trading allegations continue at the Securities and
Exchange Commission and the Federal Energy Regulatory Commission.

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


COASTAL BANCORP: S&P Puts BB- Counterparty Rating on Watch Pos.
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Coastal
Bancorp Inc. (NASDAQ:CBSA), including Coastal's 'BB-' long-term
counterparty credit rating, on CreditWatch with positive
implications.

At the same time, Standard & Poor's affirmed its 'BBB' long-term
counterparty credit rating on Hibernia Corp. (Hibernia, NYSE:HIB),
as well as its ratings on Hibernia's subsidiary Hibernia National
Bank. The outlook for both Hibernia entities remains positive.

The ratings actions follow Hibernia's announcement that it has
reached a definitive merger agreement with Coastal, a $2.6 billion
asset thrift based in Houston, Texas, for approximately $230
million in cash.

"Upon completion of the acquisition, it is expected that Coastal's
counterparty credit rating will be equalized with Hibernia's 'BBB'
rating," said Standard & Poor's credit analyst Mark J. Kilduff.


CONNECTICARE: Counterparty & Fin'l Strength Ratings Down to B+   
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on ConnectiCare Inc. to 'B+' from
'BB' and removed them from CreditWatch, where they had been placed
Oct. 2, 2003. The outlook is negative.

The ratings on ConnectiCare were placed on CreditWatch with
negative implications after Bank of America Corp. announced that
it would launch a $115 million bank loan transaction for Carlyle
Group-owned ConnectiCare Holding Co. Inc.

Proceeds from this transaction are to be used primarily to pay a
dividend to its shareholders, The Carlyle Group, and Liberty
Partners, and to refinance existing debt.

"The rating actions are based on ConnectiCare's significantly
declined financial flexibility, declined capitalization, and
uncertainties on the company's prospective capitalization
strategy," said Standard & Poor's credit analyst Phillip C. Tsang.

ConnectiCare Holding Co. Inc.'s ability to service its debt and
meet its bank covenants will depend on the cash flow-generating
capacity of ConnectiCare, which will be based on the continued
favorable earnings trend of ConnectiCare. In the event
ConnectiCare's earnings performance deteriorates, ConnectiCare
Holding Co. Inc. may not be able to meet its debt servicing
obligations. In addition, if ConnectiCare's statutory capital
adequacy ratio declines further, its ratings may be lowered.


CONSOLIDATED FREIGHTWAYS: Selling Provo Assets at Dec 17 Auction
----------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways is placing its Provo distribution
facility located at 1396 West 200 South for sale to the highest
bidder, through an open auction process scheduled for December 17,
2003.

The Provo property is a 12-door cross-dock distribution facility
situated on 5 acres and has been closed to operations since
September 3, 2002 when the 74-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.
Two CF employees formerly worked at the Omaha terminal.

A contract price of $455,000 has been established for the CF
property. Interested parties who would like to participate in the
December 17 bankruptcy auction should submit the form Request to
be Designated a Qualified Bidder at Auction. That form can be
found at http://www.cfterminals.com/Overbidder.htmland must be  
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 169 CF properties throughout the U.S. have been sold for
over $295 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site http://www.cfterminals.comto  
Transportation Property Company at 800-440-5155.


CONSOLIDATED FREIGHTWAYS: Augusta Facility Up on Auction Block
--------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways is placing its Augusta distribution
facility located at 45 Industrial St. for sale to the highest
bidder, through a reserve auction process scheduled for
December 17, 2003.

The Augusta property is a 15-door cross-dock distribution facility
situated on 5.0 acres and has been closed to operations since
September 3, 2002 when the 74-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.
Ten CF employees formerly worked at the Augusta terminal.

A reserve auction starting price of $85,000 has been established
for the CF property. Interested parties who would like to
participate in the December 17 bankruptcy auction should submit
the form Request to be Designated a Qualified Bidder at Auction.
That form can be found at
http://www.cfterminals.com/Overbidder.htmland must be submitted  
prior to the date of the auction. The indicated deposit must also
be received, via wire or certified check, prior to the date of the
auction.

To date, 169 CF properties throughout the U.S. have been sold for
over $295 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site http://www.cfterminals.comto  
Transportation Property Company at 800-440-5155.


CONSOLIDATED FREIGHTWAYS: Selling Atlanta Distribution Facility
---------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways is placing its Atlanta distribution
facility located at 2590 Campbell Blvd. for sale to the highest
bidder, through an open auction process scheduled for December 17,
2003.

The Atlanta property is a 155-door cross-dock distribution
facility situated on 39.44 acres and has been closed to operations
since September 3, 2002 when the 74-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.
674 CF employees formerly worked at the Atlanta terminal.

A contract price of $3,350,000 has been established for the CF
property. Interested parties who would like to participate in the
December 17 bankruptcy auction should submit the form Request to
be Designated a Qualified Bidder at Auction. That form can be
found at http://www.cfterminals.com/Overbidder.htmland must be  
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 169 CF properties throughout the U.S. have been sold for
over $295 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site http://www.cfterminals.comto  
Transportation Property Company at 800-440-5155.


CONSOLIDATED FREIGHTWAYS: Auctioning-Off Dallas Distr. Facility
---------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways is placing its Dallas distribution
facility located at 3925 Singleton Blvd. for sale to the highest
bidder, through an open auction process scheduled for December 17,
2003.

The Dallas property is a 150-door cross-dock distribution facility
situated on 26.3 acres and has been closed to operations since
September 3, 2002, when the 74-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.
526 CF employees formerly worked at the Dallas terminal.

A contract price of $2,150,000 has been established for the CF
property. Interested parties who would like to participate in the
December 17 bankruptcy auction should submit the form Request to
be Designated a Qualified Bidder at Auction. That form can be
found at http://www.cfterminals.com/Overbidder.htmland must be  
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 169 CF properties throughout the U.S. have been sold for
over $295 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site http://www.cfterminals.comto  
Transportation Property Company at 800-440-5155.


CONSOLIDATED FREIGHTWAYS: Selling Wilson Facility on December 17
----------------------------------------------------------------
As part of the largest real estate sale in transportation history
- 220 total properties with an appraised value over $400 million -
Consolidated Freightways is placing its Wilson distribution
facility located at 2105 Whittey Rd. for sale to the highest
bidder, through an open auction process scheduled for December 17,
2003.

The Wilson property is a 27-door cross-dock distribution facility
situated on 4.95 acres and has been closed to operations since
September 3, 2002 when the 74-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court. 15
CF employees formerly worked at the Wilson terminal.

A contract price of $175,000 has been established for the CF
property. Interested parties who would like to participate in the
December 17 bankruptcy auction should submit the form Request to
be Designated a Qualified Bidder at Auction. That form can be
found at http://www.cfterminals.com/Overbidder.htmland must be  
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 169 CF properties throughout the U.S. have been sold for
over $295 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site http://www.cfterminals.comto  
Transportation Property Company at 800-440-5155.


CONSOLIDATED FREIGHTWAYS: Trenton Facility for Sale on Dec. 17
--------------------------------------------------------------
As part of the largest real estate sale in transportation history
- 220 total properties with an appraised value over $400 million -
Consolidated Freightways is placing its Trenton distribution
facility located at 2515 East State St. for sale to the highest
bidder, through an open auction process scheduled for December 17,
2003.

The Trenton property is a 21-door cross-dock distribution facility
situated on 3.78 acres and has been closed to operations since
September 3, 2002 when the 74-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.
Twenty-four CF employees formerly worked at the Trenton terminal.

A contract price of $500,000 has been established for the CF
property. Interested parties who would like to participate in the
December 17 bankruptcy auction should submit the form Request to
be Designated a Qualified Bidder at Auction. That form can be
found at http://www.cfterminals.com/Overbidder.htmland must be  
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 169 CF properties throughout the U.S. have been sold for
over $295 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site http://www.cfterminals.comto  
Transportation Property Company at 800-440-5155.


COVANTA ENERGY: Selling Energy & Water Businesses to Danielson
--------------------------------------------------------------
Danielson Holding Corporation (Amex: DHC) and Covanta Energy
Corporation have signed a definitive agreement under which
Danielson will acquire Covanta's energy and water businesses in
connection with Covanta's emergence from bankruptcy.  

Danielson will not acquire Covanta's geothermal and other assets,
the dispositions of which are already under contract with
other buyers under Covanta's Chapter 11 process.  In addition,
Danielson and Covanta have agreed on principal terms of new credit
arrangements for Covanta's domestic and international businesses.

Covanta will remain headquartered in Fairfield, New Jersey.  
Anthony J. Orlando will continue to serve as the company's Chief
Executive Officer and the company's existing management structure
will stay in place.

"This acquisition by Danielson offers a superior deal to Covanta's
creditors and is supported by Covanta's management, the agents for
its secured bank group, its ad hoc committee of 9.25% debenture
holders and its official unsecured creditors' committee," stated
Covanta Chief Executive Officer Tony Orlando.  "We believe that,
under the Danielson plan, Covanta will be in a better position
from which to emerge from Chapter 11 than under the prior plan,
which is being superseded by the Danielson plan.  We are confident
that the Danielson acquisition will be advantageous to the
company's clients and employees," concluded Mr. Orlando.

Under the terms of the proposed transaction, Danielson would
acquire 100% of Covanta's equity in consideration for $30 million.  
In addition, Danielson has obtained commitments from certain of
its shareholders to provide a new $118 million replacement letter
of credit facility to Covanta, secured by a second lien on
Covanta's domestic assets.  With respect to Covanta's domestic
operations, the transaction also provides for a new $139 million
first lien secured letter of credit facility and $205 million of
senior secured notes accreting to $230 million by 2011, and an
unspecified amount of unsecured notes. As a result of the
transaction, Covanta expects to emerge from bankruptcy with
approximately $50 million in cash and revolving credit facility
availability.  D. E. Shaw Laminar Portfolios, L.L.C., a
significant creditor of Covanta, has agreed with Danielson to
provide a $10 million secured revolving loan facility to Covanta's
international operations, which would also issue up to $95 million
of secured 3-year term debt to Covanta's creditors.

To implement the proposed transaction, Covanta anticipates filing
a revised proposed plan of reorganization, a revised proposed plan
of liquidation for certain non-core businesses, and an
accompanying draft disclosure statement, each reflecting this
transaction, with the Bankruptcy Court for the Southern District
of New York, where its Chapter 11 cases are pending.  The proposed
Danielson transaction does not affect Covanta's recently filed
plans to sell its geothermal assets to Ormat Nevada, Inc. which
was declared the winning bidder following the auction of those
assets.

The proposed transaction between Covanta and Danielson remains
subject to the completion of certain documentation, approval by
holders of claims against Covanta, and entry of an order by the
Bankruptcy Court confirming Covanta's revised proposed
reorganization plan necessary to implement this transaction. There
can be no assurance that the Bankruptcy Court will approve, or
that the holders of claims against Covanta will vote to support,
the new reorganized proposed plan embodying the transaction with
Danielson or that final documentation will be reached on terms
satisfactory to all parties.  Subject to receipt of these
approvals, the companies expect the transaction to close in the
first quarter of 2004.

Danielson has obtained the financing necessary for the Covanta
acquisition from three of its shareholders: SZ Investments,
L.L.C., Third Avenue Trust, on behalf of Third Avenue Value Fund,
and Laminar have provided $40 million of bridge financing to
Danielson in exchange for a note convertible into shares of
Danielson common stock at a price of $1.53 per share.  

Danielson will use $30 million of the proceeds from the bridge
financing first to post a deposit with Covanta.  The deposit would
then be used as Danielson's purchase price for Covanta's equity
interests.  Danielson will use the remainder of the proceeds to
pay certain transaction expenses and for general corporate
purposes. Danielson expects to refinance the convertible note
through a pro rata rights offering to its shareholders following
the closing of the Covanta acquisition.  Danielson intends to
issue rights to purchase 0.75 shares for each outstanding share of
Danielson common stock at an exercise price of $1.53 per share in
a registered rights offering.  If Danielson does not refinance
the entire convertible note, the remainder of the note would be
convertible into shares of Danielson common stock at the rights
offering price of $1.53 per share.  In addition, Laminar has
agreed to purchase up to an additional 8.75 million shares of
Danielson common stock at $1.53 per share based upon the levels of
public participation in the rights offering.  The financing and
other related party transactions were approved by a special
committee of independent directors of Danielson.

Covanta Energy Corporation is an internationally recognized
designer, developer, owner and operator of power generation
projects and provider of related infrastructure services.  Its
waste-to-energy facilities convert municipal solid waste into
energy for numerous communities, predominantly in the United
States.  The Company also operates water and wastewater treatment
infrastructures.

Danielson Holding Corporation is an American Stock Exchange listed
company, engaging in the financial services and specialty
insurance business through its subsidiaries.  Danielson's charter
contains restrictions that prohibit parties from acquiring 5% or
more of Danielson's common stock without its prior consent.


DAISYTEK INT'L: Files Plan and Disclosure Statement in Texas
------------------------------------------------------------
Daisytek International Corporation and all of its Chapter 11
affiliates announced that the company, which filed for bankruptcy
protection under Chapter 11 of the United States Bankruptcy Code
earlier this year, has filed its proposed plan and disclosure
statement with the United States Bankruptcy Court for the Northern
District of Texas.  The plan and disclosure statement remain
subject to Bankruptcy Court approval.

The plan was formulated after extensive discussions among the
Debtors and their professionals and the Official Unsecured
Creditors Committee and its professionals and contemplates the
transfer of Daisytek's remaining assets to a creditors trust which
will oversee the winding up of operations of the Debtors and make
distributions to holders of allowed claims.  The plan does not
contemplate any distribution for holders of equity interests in
Daisytek International.

The secured claims of Bank of America, N.A., for itself and as
agent to certain lenders (the collective Bank Group of Daisytek
International), have previously been paid in full, on a
provisional basis, pending the outcome of certain litigation
between the Bank Group and the Official Unsecured Creditors
Committee.

Daisytek has recently consummated the sales, on a going concern
basis, of the assets of Arlington Industries, Inc.; Digital
Storage, Inc.; The Tape Company Inc.; certain intellectual
property assets of Daisytek, Incorporated and the capital stock of
Daisytek Argentina, Daisytek Canada and Daisytek Mexico.  All of
the above mentioned sales have closed and funded subject to
certain post-closing adjustments that are anticipated to result in
significant additional proceeds to the Debtors in the next several
months.

The Debtors anticipate that the Official Committee of Unsecured
Creditors will become a co-proponent of the Plan in the next few
weeks.  The Bankruptcy Court has set a hearing on the disclosure
statement for January 6, 2004. Confirmation of the plan is
anticipated by mid-February, 2004.

The United States subsidiaries of Daisytek International
Corporation including Arlington Industries, Inc., Digital Storage,
Inc. and The Tape Company each filed a voluntary petition for
relief under Chapter 11 of the United State Bankruptcy Code on
May 7, 2003 and subsequently, Daisytek International Corporation
filed a voluntary petition for relief under Chapter 11 on June 2,
2003.  Both petitions were filed in the United States Bankruptcy
Court for the Northern District of Texas, Dallas Division.  On May
16, 2003, the boards of directors for certain business units of
Daisytek International Corp. outside of the United States elected
to appoint voluntary administrators for their business units.


DDI CORPORATION: S.D.N.Y. Court Confirms Plan of Reorganization
---------------------------------------------------------------
DDi Corp. (OTC Bulletin Board: DDIC), a Delaware corporation and
DDi Capital Corp., a California corporation and an indirect
wholly-owned subsidiary of DDi Corp., announced that the United
States Bankruptcy Court for the Southern District of New York has
approved their Plan of Reorganization.  

The Plan received overwhelming support from the senior lenders,
convertible subordinated noteholders, senior discount noteholders
and voting stockholders.  The Company expects the Plan to go
effective no later than ten days after the Court enters its order
confirming the Plan.

"The Court's confirmation of our Plan of Reorganization and the
vote of confidence from our creditors mark a significant milestone
as we move closer to completing our restructuring and successfully
emerging from Chapter 11," said Bruce McMaster, President and CEO
of DDi Corp.  "The hard work and commitment of all parties were
integral in formulating a Plan which makes DDi a financially
stronger company that will position us for future growth.  We
appreciate the support and loyalty of our customers and vendors
through this process as well as the diligent efforts of our
employees, which allowed us to continue to provide the leading-
edge technological capabilities and service that are our
hallmark."

The Company's Chapter 11 case which was filed on August 20, 2003,
involved a pre-arranged restructuring of the debt and equity of
DDi Corp. and DDi Capital.  Under the Plan, the Company will
emerge with significantly reduced debt and a restructured senior
credit facility.  In addition, the Plan provides for the
cancellation of convertible subordinated notes of DDi Corp. and
the restructuring of senior discount notes in DDi Capital.  DDi
Corp.'s convertible subordinated noteholders will receive pro rata
shares in the new outstanding common stock of DDi Corp as well as
shares in a new class of preferred stock in DDi Europe, DDi
Corp.'s European operating company.  Full details are outlined in
the Plan of Reorganization.

DDi is a leading provider of time-critical, technologically
advanced, electronics manufacturing services.  Headquartered in
Anaheim, California, DDi and its subsidiaries offer fabrication
and assembly services to customers on a global basis, from its
facilities located across North America and in England.


EL PASO: Amends Exchange Offer for 9.00% Equity Security Units
--------------------------------------------------------------
El Paso Corporation (NYSE: EP) has amended its exchange offer for
its 9.00% Equity Security Units dated October 24, 2003, as amended
by the Amended and Restated Confidential Offering Memorandum dated
November 19, 2003, and has extended the expiration date of the
exchange offer to Tuesday, December 23, 2003.   

The extension will allow sufficient time for El Paso to
disseminate its long-range plan, currently scheduled to be
announced December 15, 2003.  The offer had previously been
scheduled to expire on Wednesday, December 3, 2003.

In accordance with the terms and subject to the amended conditions
of the exchange offer, El Paso will offer to exchange for up to
10,350,000 Units validly tendered and not properly withdrawn, (1)
2.5063 shares of its common stock and (2) cash in the amount of
$9.70.  Fractional shares will not be issued in the exchange.  The
10,350,000 Units represent 90 percent of the 11,500,000 Units
currently outstanding.  If more than 10,350,000 Units are
tendered, Units will be accepted on a pro rata basis.

The exchange offer is conditioned upon, among other things, the
valid tender of at least 5,750,000 Units, which represents 50
percent of the currently outstanding Units.  Completion of the
exchange offer is also subject to the nonwaivable condition that
the exchange offer not result in the Units being delisted from the
NYSE.  By offering to exchange for up to 90 percent of the
outstanding Units, El Paso will ensure that the Units may still be
traded on the NYSE.

The exchange offer is being made pursuant to Section 3(a)(9) of
the Securities Act of 1933, as amended.

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

The exchange offer for the Units will expire at 5:00 p.m. New York
City time, on December 23, 2003, unless the offer is extended by
El Paso.  The withdrawal rights will also expire at 5:00 p.m. New
York City time on the expiration date.

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

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

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


ENRON CORP: Proposes Uniform Smith Street Bidding Procedures
------------------------------------------------------------
To maximize the value of the Property located at 1400 Smith
Street, in Houston, Texas, Enron Corp., Enron Property & Services
Corporation and non-debtor Enron affiliate, Enron Leasing
Partners, LP, Bank wish to implement a competitive bidding
process designed to generate a maximum recovery and typical for
transactions of this size and nature.  Accordingly, at the
Parties' request, Judge Gonzalez rules that:

A. Auction Date and Time:

   The Auction will be held on December 2, 2003 commencing at
   9:00 a.m. at the offices of Weil, Gotshal & Manges LLP, 700
   Louisiana Street, Houston, Texas for consideration of
   qualifying bids for the Property that may be presented to the
   Parties.

B. Qualification as Bidder

   Any entity that wishes to make a bid for the Property must
   provide the Parties with sufficient and adequate information
   to demonstrate, to the sole and absolute satisfaction of the
   Debtors, upon prior consultation with the Creditors'
   Committee, and TNPC, that the bidder has the financial
   wherewithal and ability to consummate the transactions
   contemplated in the purchase and sale agreement submitted
   with the Bid, including evidence of adequate financing or a
   parent guaranty or irrevocable letter of credit, if deemed
   appropriate, each in a form agreed upon by the Debtors, upon
   prior consultation with the Creditors' Committee, and TNPC.

C. Bid Requirements

   (1) All Bids must have a purchase price of at least
       $50,000,000.  TNPC reserves the right to cause the
       Parties to refuse any bid for a purchase price that does
       not exceed $55,000,000;

   (2) Bids must be received no later than 12:00 noon (Central
       Time) on December 1, 2003 by:

       * Enron Corp.
         Atten.: George Wasaff (george.wasaff@enron.com)
         Facsimile: (713)853-1500

       * Travis National Properties Corporation
         Atten.: F. Hall Webb (hall.webb@chase.com)
         Facsimile: (713)216-2092

       * Weil, Gotshal & Manges LLP
         Atten.: Philip I. Danze, Esq., (Philip.danze@weil.com)
         Facsimile: (214)746-7777

       * Bracewell & Patterson LLP
         Atten.: Clark Thompson, Esq., (cthompson@bracepatt.com)
         Facsimile: (713)222-3272

       * Squire, Sanders & Dempsey LLP
         Atten.: Steven P. Otillar, Esq., (sotillar@ssd.com)
         Facsimile: (713) 546-5830

   (c) Each bid must be accompanied by a $3,000,000 Deposit, to
       be wire transferred to the account of Stewart Title
       Company, 1980 Post Oak Blvd., Suite 110, in Houston,
       Texas 77056.

D. Due Diligence

   Interested parties may contact Richard H. Rudd, Senior
   Managing Director, Granite Partners LLP, at Telephone No.
   (713)479-5020, Facsimile No. (713)479-5010 or at e-mail
   address rrudd@granitepartner.com for due diligence
   procedures.  Before a party will be allowed to conduct due
   diligence, they must execute the Confidentiality Agreement.
   Due diligence will conclude before the Bid Deadline.

E. Auction

   Upon consultation of the Creditors' Committee and TNPC, the
   Debtor, prior to the Auction, the Debtors will:

   (a) evaluate all Bids received;

   (b) invite qualified bidders to participate in and attend the
       Auction; and

   (c) determine which Bid reflects the highest and best offer
       for the Property.

   At the outsell of the Auction, the Parties will announce the
   Preliminary Purchase Price.

   Competing bids must exceed the Preliminary Purchase Price or
   the prior bid by at least $1,000,000.  Subsequent bids in
   excess of $56,000,000 must be in $500,000 increments.

   Pursuant to the Forbearance Agreement, the Debtholder will
   waive the right to credit bid if there is an initial or
   subsequent competing Bid in excess of $55,000,000.

F. Additional Earnest Money and Closing

   Immediately after the close of the Auction, the winning
   bidder will execute and deliver the Purchase Agreement,
   modified as appropriate for the Auction results, and deliver,
   as additional earnest money, the difference between (i) 20%
   of the purchase price, and (ii) $3,000,000 to the Title
   Company via wire transfer of immediately available Federal
   funds, which will be placed and held in escrow by the Title
   Company in the same account as the Earnest Money Deposit
   until Closing.  At the Closing, the winning bidder will
   deliver the remainder of the Purchase Price to the Title
   Company and the Title Company will pay the Purchase Price to
   the Agent, on behalf of the Banks, subject to adjustments as
   provided in the Purchase Agreement, via wire transfer to
   Account No. 00113258983 at JPMorgan Chase Bank. (Enron
   Bankruptcy News, Issue No. 88; Bankruptcy Creditors' Service,
   Inc., 215/945-7000)


ENRON CORP: Proposes to Compromise Potential Employee Claims
------------------------------------------------------------
Enron Corporation and Enron Expat Services, Inc., are the
corporate sponsors of, among other arrangements, two deferred
compensation programs:

   -- the Enron Corp. 1994 Deferral Plan, and
   -- the Enron Expat Services, Inc. 1998 Deferral Plan.

Pursuant to the Deferral Plans, eligible employees had the right
to elect to defer the receipt of a portion of their salary,
bonuses and long term incentive compensation, including, but not
limited to, restricted stock, performance unit cash, or gains
derived from the exercise of stock options, that they had the
right to receive.  The deferred amounts would thereafter be
payable on certain events, including termination of employment
not for "cause", retirement, death or disability, or at any time,
subject to certain penalties and approvals.

Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that the Deferral Plans are "nonqualified" deferred
compensation arrangements.  A "nonqualified" plan is not subject
to many of the rules under the Employee Retirement Income
Security Act of 1974, as amended, and the Internal Revenue Code
of 1986, as amended.  Among the rules not applicable to
nonqualified plans are rules pertaining to funding and vesting.  
Because of the unregulated nature of the nonqualified plans,
employers must limit participation in the plant to "a select
group of management or highly compensated employees."

According to Mr. Rosen, the chief benefit of participation in the
Deferral Plans is the Participant's deferral of taxation on the
compensation deferred under the Deferral Plans until the benefits
are actually paid to a Participant.  To receive the benefit of
deferred taxation, the amounts deferred must generally be made
subject to the claims of general creditors of the employer.  The
Debtors believe that the Participants have the status of
unsubordinated general unsecured creditors of the Debtors.  The
Deferral Plans generally provide that Participant salary
deferrals are part of the general corporate assets of the Debtors
and that, with respect to benefits under the Deferral Plans,
Participants have the status of general creditors of the Debtors.

The Deferral Plans generally provide that, subject to the consent
of the applicable administrative committee for the Deferral
Plans, a Participant has a right to receive his benefit under the
Deferral Plans at any time, subject to the forfeiture of 10% of
the elected distribution amount and the suspension of
participation in the Deferral Plans for a period of 36 months
after the date of the distribution.  Between October 25, 2001 and
November 30, 2001, 206 Participants made requests for accelerated
distributions in accordance with the terms of the Deferral Plans.  
Of that, 106 were approved, resulting in aggregate pre-tax
distributions of $53,135,993 in cash and $554,794 of Enron Common
Stock.

Mr. Rosen states that although the Accelerated Distributions were
made in accordance with the terms of the Deferral Plans, due to
the Debtors' subsequent Chapter 11 filing, the cash portion of
the Accelerated Distributions may be subject to avoidance in
accordance with Sections 544, 547, 548, 549 and 550 of the
Bankruptcy Code.  By motion, the Employee Committee requested
authorization to commence litigation against each of the
Recipients to recover the respective Accelerated Distributions.  
Subsequently, the Debtors and the Employee Committee began
discussions in an effort to determine the best approach to
recover the cash portion of the Accelerated Distributions and, at
the same time, continue to provide incentives to those Recipients
who remained in the employ of the Debtors after the receipt of
the Accelerated Distributions.  Based on those discussions, Mr.
Rosen tells Judge Gonzalez that the Debtors and the Employee
Committee reached an accord for the compromise and settlement of
claims and causes of action arising from the Accelerated
Distributions and authorization for the Employee Committee to
commence litigation with respect to certain claims to the extent
necessary, it being involuntary in nature with respect to the
Recipients in accordance with the principles.

                    The Proposed Settlement

Pursuant to the settlement, the Debtors categorized the
Recipients into three groups:

   Group I:    Active employees

   Group II:   Former employees whose employment was
               involuntarily terminated, other than for cause,
               following the Enron Petition Date

   Group III:  Recipients who were not employed as of the Enron
               Petition Date, who voluntarily terminated their
               employment with the Debtors, or whose employment
               was involuntarily terminated for cause

Accordingly, pursuant to Sections 105(a), 363(b) 1103(c) and
1109(b) of the Bankruptcy Code and Rule 9019 of the Federal Rules
of Bankruptcy Procedure, the Debtors seek the Court's authority
to compromise and settle potential claims and causes of action
arising from the Accelerated Distributions and offer settlement
and release agreements to Group I and Group II Recipients in
exchange for repayment of a portion of the cash component of the
Accelerated Distributions and authorizing the Employee Committee
to commence litigation on behalf of the Debtors' estate with
respect to the claims.

On the basis of their voluntary or justified termination, Mr.
Rosen says that Group III Recipients will be offered a Settlement
Agreement by the Employee Committee on behalf of the Debtors'
estates for repayment of 90% of the cash component of the
Accelerated Distributions.  The Employee Committee will
thereafter have the authority, and has indicated its intent, to
commence litigation to recover the full amount of the cash
component of the Accelerated Distributions with respect to any
Group I Recipient, Group II Recipient or Group III Recipient who
fails to accept the settlement prior to October 31, 2003 or make
the required repayments within the applicable period.  The
Debtors estimate that with this two-pronged approach, they may be
able to recover a substantial portion of the aggregate cash
component of the Accelerated Distributions for the benefit of
their respective estates.

The amounts the Participants deferred pursuant to the Deferral
Plans may have been generated from different compensation
sources.  The Debtors believe it is possible that a portion of
certain Recipient's prepetition salary or bonuses may be subject
to challenge as a preference or fraudulent conveyance, while
simultaneously subject to avoidance as an Accelerated
Distribution.  To avoid the possibility of exposure to multiple
avoidance actions over the same property transfers by the
Debtors, Mr. Rosen says the Settlement Agreement includes a
provision that upon the Recipient's payment in full of the
amounts agreed to in the Settlement Agreement, the Debtors will
waive all other claims directly relating to the amount received
as an Accelerated Distribution.  However, the waiver will not
include those claims included in the "90-Day Bonus Avoidance
Actions" as defined in the August 28, 2002 Court order, or any
subsequent clarifications or modifications by the Court of that
order.

In addition, the Debtors ask that they be given authority to
waive or reduce claims in respect of the Accelerated
Distributions against any Recipient who qualifies for hardship;
provided, that the Debtors will provide the Creditors' Committee
and the Employee Committee with 10 business days prior written
notice of any proposed determination of hardship, and will not
implement the determination without the consent of the Creditors'
Committee or the Employee Committee if either objects in writing
to the proposed determination within the 10 business day period.

Certain of the Recipients received both Accelerated Distributions
and performance bonuses that are being challenged by the
Committee pursuant to the assignment of claims in the Court's
order dated August 28, 2002.  The Debtors, the Creditors'
Committee and the Employee Committee understand that the overlap
of claims against certain Recipients for Accelerated
Distributions and pursuant to the "90-Day Bonus Avoidance
Actions" might create practical and other potential conflicts
that may need to be addressed at a future date.  The Debtors, the
Creditors' Committee and the Employee Committee will jointly and
consensually resolve the disposition of any overlap creating the
conflicts or will resolve the conflicts by further Court order.

          Consideration for the Settlement Agreement

The amount required to be repaid in exchange for entering into
the Settlement Agreement depends on whether the Recipient
continues to provide or has provided post-bankruptcy services to
the Debtors' estate.  Specifically, in light of the ongoing
benefits being provided to the Debtors, each Group I Recipient
would be required to repay 40% of the cash component of the
Accelerated Distribution in exchange for entering into the
Settlement Agreement.  Similarly, based on the postpetition
services provided, each Group II Recipient would be required to
repay a scaled portion of the cash component of the Accelerated
Distribution, depending on the date of his or her termination of
employment, as:

   Postpetition Services        Repayment Percentage
   ---------------------        --------------------
    Through 12/31/01                85%
    Through 03/31/02                80%
    Through 06/30/02                70%
    Through 09/30/02                64%
    Through 12/31/02                58%
    Through 03/31/03                52%
    Through 06/30/03                46%
    Through 09/30/03                40%

The Debtors will offer the Settlement Agreement to Groups I and
II Recipients as soon as practicable.  If the Settlement
Agreement is not acceptable, the Employee Committee would
thereafter have standing and authority as a representative of the
Debtors' estates to seek repayment of the cash component of the
Accelerated Distributions from the respective non-accepting Group
I and Group II Recipients through commencement of litigation,
including, without further Court approval, settlements against
Recipients at the percentages set forth herein.  In addition,
the Employee Committee will be authorized to enter into hardship
settlements with Recipients; provided that the Employee Committee
will provide the Debtors and the Creditors' Committee with 10
business days prior written notice of any settlement, and will
not enter into the settlement without the consent of the Debtors
or the Creditors' Committee if either objects in writing to the
proposed determination within the 10 business day period.

                   Payment of Consideration

The Debtors recognize that the repayment of the cash component
of the Accelerated Distributions will require the outlay of a
significant amount of cash for the Recipients, many of whom are
no longer employed with the Debtors or their affiliates and many
of whom may have been unemployed for a significant period of
time.  To provide the maximum possibility that Recipients will be
able to meet the repayment term of the Settlement Agreement, the
Debtors ask the Court that they be given the authorization to
provide three possible methods of repayment:

   (1) All Recipients would be encouraged to make the repayment
       in a single lump sum cash payment;

   (2) All Group I Recipients who remain active employees of the
       Debtors or their affiliates would have the option,
       subject to the Debtors' approval, to elect that the
       Debtors or their affiliates withhold the repayment in
       installments or a lump sum from their current net
       compensation, including payments vested and earned under
       the Debtors' Court-approved retention programs, with a
       requirement that the full amount be repaid by October 30,
       2004.  In the event that the Recipient will be separated
       from employment, the repayment is due in full in a lump
       sum from the Recipient's final compensation, including
       regular and vacation pay, bonuses and severance.  If,
       however, the Recipient can demonstrate, to the reasonable
       satisfaction of the Debtors, an inability to make an
       immediate payment in a lump sum, the Debtors may provide
       the Recipient with the option to continue the previously
       agreed on installment payments; and

   (3) In all cases, Group I and Group II Recipients who are
       current or former employees of the Debtors or their
       affiliates and who can demonstrate, to the reasonable
       satisfaction of the Debtors, an inability to make an
       immediate payment in a lump sum would have the option to
       elect to make the repayment in installments, with payment
       in full to be received no later than October 30, 2004.
       Notwithstanding, the Debtors will only consent to an
       installment election to the extent permitted by
       applicable law and provided that the Debtors will provide
       the Creditors' Committee and the Employee Committee with
       10 business days prior written notice of the proposal to
       provide any installment option, and will not implement
       the installment option without the consent of the
       Creditors' Committee or the Employee Committee if either
       objects in writing to the proposed determination within
       the 10 business day period.

For any Recipient who is granted the option to repay the cash
component of the Accelerated Distribution in installments, the
Settlement Agreement provides for a tolling of the applicable
statute of limitations pursuant to Section 108 of the Bankruptcy
Code and other applicable law and further provides that in the
event of default, the full amount of the repayment is payable
immediately and that absent full repayment in accordance with the
terms of the Settlement Agreement the Recipient owes the full
amount of the cash component of the Accelerated Distribution,
plus the costs, expenses and attorneys' fees associated with
collection and the Employee Committee will be given the standing
and authority to enforce the terms of the Settlement Agreement.

      Employee Committee's Authorization to Pursue Claims

As noted, the Debtors request that the Employee Committee
be given standing and authority to offer Group III Recipients,
those who voluntarily terminated their employment on or prior to
the Enron Petition Date or were dismissed for Cause, the
opportunity to settle the Accelerated Distribution claims at 90%
of the cash component of the Accelerated Distribution.  The
Employee Committee will have the standing and authority to
prosecute or settle the full amount of the cash component of the
Accelerated Distributions from all Group III Recipients who do
not sign the Settlement Agreement they are offered.  To the
extent that a Group I or Group II Recipient declines to accept
the Settlement Agreement, the Debtors submit that the full amount
of the cash component of their respective Accelerated
Distributions should be recovered and the Employee Committee will
have the standing and authority to do so.  Similarly, to the
extent a Recipient signs a Settlement Agreement and fails to
fully or timely make payments in accordance with the terms of the
Settlement Agreement, the Employee Committee will have standing
and authority as a representative of the Debtors' estates to
enforce the terms of the Settlement Agreement.

Due to the employee/employer relationship among the Recipients
and the Debtors, the Debtors assert that the Employee Committee
is the more appropriate entity to commence litigation.  
Accordingly, the Debtors request that the Court authorize the
Employee Committee to offer the Group III Recipients the
opportunity to settle claims in respect of the Accelerated
Distributions at 90% of the cash component of the Accelerated
Distribution, and to pursue the full amount, 100%, of the cash
component of all Accelerated Distributions against any Group I
Recipient, Group II Recipient, or Group III Recipient who fails
to accept the Settlement Agreement by October 31, 2003, or to
enforce the terms of the Settlement Agreement against all
Recipients who make the required repayment to the Debtors within
the applicable period stated in the Settlement Agreement.  In
addition, the Debtors request that the Employee Committee be
granted standing and authority to pursue the full amount of
claims for repayment of the cash component of the Accelerated
Distribution, plus costs, expenses and attorneys' fees associated
with collection, from any Recipient who fails to satisfy the
terms of the Settlement Agreement, including Recipients who fail
to make a full repayment through permitted installments.

The Employee Committee will have standing and authority, as a
representative of the Debtors' estates, to seek repayment of the
cash component of the Accelerated Distributions from Recipients
through the commencement of litigation as stated herein, and to
negotiate the settlement with the Recipients on terms and
conditions acceptable to the Debtors and the Creditors Committee
without further Court order; provided, however, that in the
absence of hardship, in the event any settlement is proposed to
be provided on terms that would result in a reduced recovery from
the amounts set forth herein, the settlements will only become
effective upon further Court order.

The Debtors, through their officers, managers and employees,
other than the individuals who qualify as Recipients, will
reasonably and promptly assist the Employee Committee and its
representatives in the performance of its duties described in
this request, including the provision of reasonable requested
documentation, testimonial or otherwise, other than the
documentation as may reasonably be designated as privileged or
confidential by the Debtors.

                         Other Matters

The Debtors and the Employee Committee seek authorization for the
Employee Committee's counsel's fees and expenses in pursuing
claims related to the Accelerated Distributions to be paid in
accordance wit the existing fee and expense application process.

To the extent that funds are recovered either through compromise
and settlement or in the commencement of litigation, the Debtors
will hold the funds and neither used nor dispersed by until
further Court order, and will thereafter be distributed in
accordance with the Plan or Court order.  In that regard, any
funds recovered by the Employee Committee will be recovered
solely as the Debtors' agent and will be promptly turned over to
the Debtors for retention.

Mr. Rosen contends that the Debtors' request is warranted and
should be granted because:

   (a) given the fact that the Debtors have suffered from high
       rates of attrition, it is neither in their best interests
       nor good business practice to expose Group I Recipients
       to the risk of litigation while they are expending their
       efforts providing value to, and enhancing the value of,
       the Debtors' estates;

   (b) the Debtors believe that it is inappropriate to treat
       Group II Recipients in the same manner as Group II
       Recipients as certain of them may have provided value to
       the Debtors postpetition, which is reflected in the
       scaled repayments;

   (c) the Recipients qualifying for hardship represent a
       collection risk that renders seeking disgorgement a
       fruitless exercise that would only result in increased
       costs to the estate with no likely return on the
       investment;

   (d) the return of a substantial portion of the aggregate cash
       component of the Accelerated Distribution through these
       efforts is beneficial to the estates;

   (e) the elimination of potential litigation costs represents
       a benefit to the Debtors' creditors and all parties-in-
       interest;

   (f) assigning to the Employee Committee the right to pursue
       litigation with respect to the Accelerated Distributions
       is consistent with the goal of maximizing the value of
       the Debtors' estates; and

   (g) the assignment of right to pursue litigation relieves the
       Debtors from being placed in the untenable position of
       having to litigate with their current employees. (Enron
       Bankruptcy News, Issue No. 88; Bankruptcy Creditors'
       Service, Inc., 215/945-7000)


EXIDE TECHNOLOGIES: Court Okays S&P Consulting as Fin'l Advisor
---------------------------------------------------------------
The Exide Debtors obtained permission from the Court to employ
Standard & Poor's Corporate Value Consulting pursuant to Section
327(a) of the Bankruptcy Code to perform financial advisory
services for the Debtors in these Chapter 11 cases.

Specifically, S&P Consulting will assist:

   -- the Debtors in determining the value of their current
      business operations;

   -- with the financial modeling; and

   -- in the valuation of the Debtors' tangible or intangible
      assets for Fresh Start Accounting and tax reporting
      purposes.

The Debtors will to pay S&P Consulting based on these customary
hourly rates, subject to periodic adjustments:

            Managing Director                    $360
            Director                              330
            Manager                               290
            Senior Associate/Associate            160 - 230
(Exide Bankruptcy News, Issue No. 35; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FAO INC: Will File for Chapter 22 Bankruptcy Later This Week
------------------------------------------------------------
FAO Inc., a specialty retailer of high-quality, developmental,
educational and care products for infants and children and high
quality toys, games, books and multimedia products for kids
through age 12, is expected to file for Chapter 11 bankruptcy
protection in Delaware later this week, Dow Jones Business News
reported.

This would be the toy retailer's second filing within this year,
the first being filed on January 13, 2003, in the U.S. Bankruptcy
Court for the District of Delaware.  The company, along with its
affiliates, eventually emerged from bankruptcy proceedings in
April.

The report added that the company, under bankruptcy protection,
plans to sell its FAO Schwarz and Right Start stores and liquidate
the Zany Brainy business.

Lenders have given the company a December 15 deadline to sell
inventory of the three brands, while the company hasn't found
buyers for the stores.

As previously reported in Troubled Company Reporter's November 11,
2003 edition, the company said that sales in its retail stores and
through its catalogs and internet sites had been disappointing
and significantly below expectations.

Assuming a continuation of the low sales trend in late October and
early November, the Company would not have adequate liquidity to
operate its business normally in November and that liquidity in
December would depend on whether the sales trend would improve
through the holidays.

In the near term the Company stated that it was asking certain of
its vendors to reduce shipments and most vendors to extend payment
dates to the first of the year. The Company gave no assurances
that its vendors would relax terms as requested.  The Company also
stated that it had requested an overadvance from its lenders which
could lead to its lenders issuing a notice of default.

Previously the Company announced that it had engaged an investment
banker to assist it in raising capital. In light of current
circumstances, the Company stated that it had expanded the
assignment to include a review of strategic alternatives including
a sale of the Company but made no assurances that any alternatives
would be available or, if available, would be acceptable.


FIRST HORIZON: Fitch Rates Class B-4 & B-5 Certificates at BB/B
---------------------------------------------------------------
Fitch rates First Horizon Asset Securities Inc.'s $249.9 million
mortgage pass-through certificates, series 2003-10, as follows:

     -- $244.6 million classes I-A-1 through I-A-6, I-A-PO,
        I-A-R, II-A-1 (senior certificates) 'AAA';

     -- $2.8 million class B-1 'AA';

     -- $1.3 million class B-2 'A';

     -- $626,000 class B-3 'BBB';

     -- $375,000 class B-4 'BB';

     -- $376,000 class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 2.30%
subordination provided by the 1.10% class B-1, 0.50% class B-2,
0.25% class B-3, 0.15% privately offered class B-4, 0.15%
privately offered class B-5 and 0.15% privately offered class B-6
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
reflect the quality of the mortgage collateral, strength of the
legal and financial structures, and the servicing capabilities of
First Horizon Home Loan Corporation, currently rated 'RPS2' by
Fitch.

As of the cut-off date (Nov. 1, 2003), the trust will consist of
two cross-collateralized groups. The certificates whose class
designation begins with 'I' and 'II' correspond to groups I and
II, respectively.

The group I mortgage loans have an aggregate principal balance of
$190,277,207 of conventional, fully amortizing, 30-year fixed-rate
mortgage loans secured by first liens on one- to four-family
residential properties. The average principal balance of the loans
in this pool is approximately $478,083. The mortgage pool has a
weighted average original loan-to-value ratio of 69.34%. The
weighted average FICO score is approximately 743. Rate/Term and
Cash-out refinance loans account for 30.78% and 12.21% of the
pool, respectively. The states that represent the largest portion
of the mortgage loans are California (31.04%), Virginia (8.28%),
Maryland (6.82%), Texas (6.47%), Massachusetts (5.81%), and
Washington (5.27%).

The group II mortgage loans have an aggregate principal balance of
$60,060,082 of conventional, fully amortizing, 15-year fixed-rate
mortgage loans secured by first liens on one- to four-family
residential properties. The average principal balance of the loans
in this pool is approximately $513,334. The mortgage pool has a
weighted average OLTV of 61.72%. The weighted average FICO score
is approximately 749. Rate/Term and Cash-out refinance loans
account for 53.95% and 20.48% of the pool, respectively. The
states that represent the largest portion of the mortgage loans
are California (22.27%), Massachusetts (12.09%), Washington
(9.95%), Texas (7.36%), and Pennsylvania (5.35%).

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

All of the mortgage loans were originated or acquired in
accordance with First Horizon Home Loan Corporation's underwriting
guidelines. The trust, First Horizon Mortgage Pass-Through Trust
2003-10, was created for the sole purpose of issuing the
certificates. For federal income tax purposes, an election will be
held to treat the trust as a sole real estate mortgage investment
conduit. The Bank of New York will act as trustee.


FLOWSERVE: Proposes to Borrow from the European Investment Bank
---------------------------------------------------------------
Flowserve Corp. (NYSE:FLS) recently proposed to borrow EUR 70
million from the European Investment Bank in Luxembourg.

If the proposal is approved, the company said it plans to use the
proceeds for future product research and development in its
facilities in EU member states. Flowserve produced revenues of
approximately $790 million in Europe in 2002.

The company stressed the transaction would not increase the total
amount of its net outstanding debt, as it plans to prepay higher
cost bank debt if the transaction closes as contemplated. The
company said it expects a decision on the proposal by year end,
with funding being subject to both the EIB's discretion and
consent of the company's lenders under its credit agreement.

Flowserve Corp. (S&P, BB- Corporate Credit Rating, Stable) is one
of the world's leading providers of industrial flow management
services. Operating in 56 countries, the company produces
engineered and industrial pumps for the process industries,
precision mechanical seals, automated and manual quarter-turn
valves, control valves and valve actuators, and provides a range
of related flow management services.


FRIEDE GOLDMAN: Co.'s Ability to Continue Operations Uncertain
--------------------------------------------------------------
Friede Goldman Halter, Inc. incurred substantial operating losses
during 2000 and the first quarter of 2001 and had a working
capital deficit of $140.4 million and $343.9 million at
December 31, 2000 and March 31, 2001, respectively.  

On April 13, 2001, the Company received a Notice of Continuing
Events of Default and Demand for Payment from Foothill Capital
Corporation, as agent for itself and another lender under the
Company's Restated Credit Agreement, which demanded the immediate
payment of $85.7 million plus interest and various other costs,
within five days of the Notice. Further, the Company did not pay
the $4.2 million interest payment due on March 15, 2001 on the
Company's outstanding 4-1/2% convertible subordinated notes due in
2004 in the principal amount of $185.0 million which resulted in
the entire principal amount becoming immediately callable. The
Company's inability to meet the obligations under the Restated
Credit Agreement and the Subordinated Notes, the working capital
deficit, and the expectation of continued operating losses in the
short term had generated substantial uncertainty regarding the
Company's ability to meet its obligations in the ordinary course
of business. As a result, on April 19 and 20, 2001, the Company,
including 31 of its subsidiaries, elected to file separate
petitions for relief under Chapter 11 of the United States
Bankruptcy Code which allows for the reorganization of its debts.
The Company filed the petitions in the U.S. Bankruptcy Court for
the Southern District of Mississippi, and they are being jointly
administered under Case No. 01-52173 SEG. Since the date of the
petition, the Company has maintained possession of its property,
and has continued to remain in control of its ongoing business
affairs as a Debtor in Possession.

On March 22, 2002, the Company filed a plan of reorganization with
the United States Bankruptcy Court. On June 11, 2003, the Company
filed an amended plan of reorganization with the United States
Bankruptcy Court due to the sale of the Vessels and Offshore
segments. A third amended plan of reorganization was filed on
August 14, 2003. An order approving the third amended disclosure
statement was entered on August 19, 2003 and ballots were due from
claimants on October 17, 2003. Balloting has been completed and
the hearing on confirmation of the third amended plan of
reorganization originally scheduled for November 18, 2003, has
been re-scheduled at the request of the Bankruptcy Court to
December 8, 2003. The amended plan will result in no recovery for
current equity interests. The amount of any recovery to general
creditors will depend primarily on, but will not be limited to,
the following factors: (a) the ultimate value of pre-petition
claims and (b) the dollar amount of claims associated with the
administration of the bankruptcy case.

During the nine months ended September 30, 2003, Friede Goldman
Halter financed its business activities primarily through funds
generated from cash balances and proceeds received from the sale
of the Offshore segment.  

Net cash used in operating activities during the nine months ended
September 30, 2003 was approximately $23.9 million, including a
net loss of $12.7 million for the nine months ended September 30,
2003, offset by non-cash depreciation and amortization of $0.6
million. Funds generated through operating activities included a
$6.8 million decrease in other assets. Funds used by operating
activities included a $15.0 million decrease in accounts payable
and accrued liabilities and a $4.3 million increase in contract
and other receivables.  

Net cash provided by investing activities during the nine months
ended September 30, 2003 was $12.7 million, which includes net
cash of $15.1 million generated from the sale of the Offshore
segment. In addition, restricted cash increased by $2.4 million
primarily due to the remaining Offshore sale proceeds deposited in
escrow.

Net cash provided by financing activities during the nine months
ended September 30, 2003 was $1.1 million. Sources of cash
included net borrowings under the line of credit of $1.7 million.
Funds used in financing activities included net repayments on
other debt facilities of $0.5 million.  

Total balances outstanding under the Restated Credit Agreement at
September 30, 2003 were $10.5 million. On April 18, 2003, $5.7
million was drawn against the one remaining letter of credit
issued under the Restated Credit Agreement. The Company's
obligation to reimburse Foothill for any draws was secured by $5.7
million in cash. In April 2003, restricted cash was reduced by an
amount equal to the draw on the letter of credit. The letter of
credit was provided to secure the Company's worker's compensation
obligations.  


GENERAL CHEMICAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: General Chemical Industrial Products Inc.
        90 East Halsey Road
        Parsippany, New Jersey 07054

Bankruptcy Case No.: 03-48772

Type of Business: General Chemical Industrial Products Inc.,
                  through its subsidiaries and affiliates, is a
                  leading producer of soda ash and calcium
                  chloride in North America.

Chapter 11 Petition Date: December 2, 2003       

Court: District of New Jersey (Newark)

Judge: Donald H. Steckroth

Debtor's Counsel: Gregory V. Gooding, Esq.
                  Michael E. Wiles, Esq.
                  Steven R. Gross, Esq.
                  Debevoise & Plimpton
                  919 Third Avenue
                  New York, NY 10022
                  Tel: 212-909-6000

                        -and-

                  Warren J. Martin, Jr.
                  Porzio, Bromberg & Newman PC
                  100 Southgate Parkway
                  Morristown, NJ 07962-1997
                  Tel: 973-889-4006
                  Fax: 973-538-5146

Total Assets: $75,952,105

Total Debts: $144,574,409

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
U.S. Bank National          Bond                  $100,000,000
Association Corporate
Trust Services Division
One Federal Street
3rd Floor
Boston, MA 02110
Mail Station: EX-MAFED
Attn: Laura Moran
Tel: 617-603-6640

General Chemical Corp.      Trade debt                $141,483

FMC Wyoming Corporation     Trade debt                 $84,314

Distribution Data Inc.      Trade debt                 $70,000

Matthew McManus             Employee Severance         $53,083

Joseph Moncofski            Employee Severance         $13,325

Kleinschmidt Inc.           Trade debt                  $2,699

Acf Industries, Inc.        Trade debt                  $2,307

ADP, Inc.                   Trade debt                  $2,051

Professional Pump, Inc.     Trade debt                  $1,847

Hewlett Packard             Trade debt                  $1,399

Village Office Supply       Trade debt                  $1,257

The Copy Depot              Trade debt                  $1,118

BJ Services Company, USA    Trade debt                    $982

Bonta                       Trade contract                $888

RSI Logistics, Inc.         Trade debt                    $774

Piers - The Journal of      Trade debt                    $441
Commerce

The Hibbert Company         Trade debt                    $272

Shareholder Service         Trade debt                    $246

Clearblue Technologies      Trade debt                    $240
Management


HARTMARX CORP: Michael F. Anthony Elected to Board of Directors
---------------------------------------------------------------
Hartmarx Corporation (NYSE: HMX) announced that Michael F.
Anthony, chairman, president and chief executive officer of
Brookstone, Inc., a specialty retailer of health and fitness, home
and office, travel and auto, and outdoor living products, has been
elected to the Hartmarx Corporation Board of Directors.

Anthony, 48, has been with Brookstone since 1994, serving as
president and chief executive officer since September 1995, and
was elected chairman in March 1999.

Prior to joining Brookstone, Inc., Mr. Anthony held various senior
executive positions with Lechter's, Inc., a nationwide chain of
specialty housewares stores, including president in 1994,
executive vice president from 1993 to 1994, and vice president,
general merchandise manager from 1989 to 1993.  From 1978 to 1989,
he was with Gold Circle, then a division of Federated Department
Stores, where he held various merchandising positions. Anthony
earned a B.A. in Economics from Westminster College in New
Wilmington, Pennsylvania, in 1977, and an M.B.A. from Bowling
Green University in 1978.

Stuart L. Scott, Chairman of the Nominating and Governance
Committee of the Hartmarx Board of Directors stated, "We are
pleased that Michael has agreed to serve on the Hartmarx board.  
His retailing and direct marketing expertise will serve the
company and its shareholders well."

Hartmarx (S&P, SD Corporate Credit Rating) produces and markets
business, casual and golf apparel under its own brands including
Hart Schaffner & Marx, Hickey-Freeman, Palm Beach, Coppley,
Cambridge, Keithmoor, Racquet Club, Naturalife, Pusser's of the
West Indies, Royal, Brannoch, Riserva, Sansabelt, Barrie Pace and
Hawksley & Wight. In addition, the Company has certain exclusive
rights under licensing agreements to market selected products
under a number of premier brands such
as Austin Reed, Tommy Hilfiger, Kenneth Cole, Burberry men's
tailored clothing, Ted Baker, Bobby Jones, Jack Nicklaus,
Claiborne, Evan-Picone, Pierre Cardin, Perry Ellis, Andrea Jovine,
KM by Krizia, and Daniel Hechter. The Company's broad range of
distribution channels includes fine specialty and leading
department stores, value-oriented retailers and direct mail
catalogs.

  
HAYES LEMMERZ: Court Approves Plan Distribution Procedures
----------------------------------------------------------
U.S. Bankruptcy Court Judge Walrath approves the Reorganized Hayes
Lemmerz Debtors and the HLI Creditor Trust's request, pursuant to
these modifications:

   (a) Rule 3007-1(f) of the Local Rules for the United States
       Bankruptcy Court for the District of Delaware is waived to
       allow the Reorganized Debtors to file omnibus objections
       to all claims held by parties that are subject to Trust
       Avoidance Claims.  The omnibus objections:

       -- may object to more than 150 claims in each omnibus
          objection;

       -- may exceed two substantive omnibus objections in a
          calendar month; and

       -- need not contain all substantive grounds to which the
          claim may be objected to without prejudice to the
          Reorganized Debtors' rights to object to the claims on
          additional substantive grounds in other omnibus
          objections;

   (b) Neither the Reorganized Debtors nor the Trust will be
       required to make any distribution under the Plan to a
       holder of an Allowed Claim until the holder has either:

           (i) received the appropriate Notice of Allowed Claims
               from either the Reorganized Debtors or the Trust
               and returned a Form W-9 or From W-8 as may be
               applicable; and

          (ii) established an adequate basis for exemption from
               withholding.

       Neither the Reorganized Debtors nor the Trust will request
       that any holder of an Allowed Claim be required to
       resubmit either the Form W-9 or Form W-8, as applicable,
       if the party that would make the distribution under the
       plan possesses a previously provided copy of the Form
       W-9 or Form W-8 the validity of which has not expired.  
       Nor will the Reorganized Debtors or the Trust request that
       an Allowed Claim holder re-establish an adequate basis for
       exemption from withholding, if the party that would make
       the distribution possesses a record of the holder's
       previous establishment of an adequate basis for exemption
       from withholding and has no reason to believe that the
       basis for exemption has become valid;

   (d) The Reorganized Debtors and the Trust will file a
       certificate of service with the Court indicating the
       parties on which a Notice of Allowed Claim has been
       served;

   (e) Nothing will affect the Debtors' ability to prosecute any
       pending claims objection or file any new claims objection
       prior to the Claims Objection Deadline, including any
       objection, within the appropriate statutory period, to any
       claim of a Trust Avoidance Party resulting from the    
       resolution of any of the Trust Avoidance Claims; and

   (f) A holder of an Allowed Claim that does not complete and
       return a Form W-9 or Form W-8 in accordance with the
       Notice of Allowed Claims may be subject to a motion to
       have its claim disallowed.

                           *    *    *

As previously reported, the Reorganized Hayes Lemmerz Debtors and
the HLI Creditor Trust proposed certain additional procedures
with respect to distributions, pursuant to the Plan. Specifically,
the Debtors and the Trust asked the Court to declare that:

   (a) any holder of an Administrative Claim, Priority Tax Claim,
       Other Priority Claim, Miscellaneous Secured Claim, General
       Unsecured Claim or Subordinated Securities Claim, who is
       also subject to a Trust Avoidance Claim will not have an
       Allowed Claim and be entitled to receive a distribution
       pursuant to the Plan, until the time the Trust Avoidance
       Claim against the holder is resolved; and

   (b) in the event that the Reorganized Debtors, as Disbursing
       Agent, or the Trust require a holder of an Allowed Claim
       to provide an Internal Revenue Service Form W-9 or Form
       W-8, if applicable, or establish an adequate basis for
       exemption from withholding, the Disbursing Agent or Trust
       will be authorized to reserve any distribution otherwise
       payable to the holder, until the time the holder provides
       the necessary form or establishes an adequate basis for
       exemption from withholding. (Hayes Lemmerz Bankruptcy News,
       Issue No. 41; Bankruptcy Creditors' Service, Inc., 215/945-
       7000)


HOLIDAY RV: U.S. Trustee Names 4-Member Creditors' Committee
------------------------------------------------------------
The United States Trustee for Region 3 appointed 4 creditors to
serve on an Official Committee of Unsecured Creditors in Holiday
RV Superstores, Inc.'s Chapter 11 cases:

       1. Doerge Capital Collateralized Bridge Fund, L.P.
          Attn: Christopher J. Horvay, Esq.,
          30 South Wacker Drive, Suite 2112, Chicago, IL 60606,           
          Phone: (312) 906-9600, Fax: (312) 906-8563;

       2. Coast Distribution System
          Attn: Moira M. Knight, P.O. Box 1449
          Morgan Hill, California 95038
          Phone: (866) 293-2064, Ext. 152, Fax: (303) 375-0527;

       3. Century Partnership, Ltd.
          Attn: Thomas H. Fell, Esq.
          3960 Howard Hughes Parkway,
          9th Floor, Las Vegas, NV 89109
          Phone: (702) 796-5555, Fax: (702) 369-2666; and

       4. FTI Consulting, Inc.
          Attn: Theordore Pincus
          2021 Research Drive, Annapolis, MO 21401
          Phone: (410) 224-1476, Fax: (410) 224-2809.

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense. They may investigate the Debtors' business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent. Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest. If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee. If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in Ft. Lauderdale, Florida, Holiday RV Superstores,
Inc., owns real property which is leased to an RV dealership. The
Company filed for chapter 11 protection on October 20, 2003
(Bankr. Del. Case No. 03-13221). Mark J. Packel, Esq., at Blank
Rome LLP represent the Debtor in its restructuring efforts. When
the Company filed for protection from its creditors, it listed
$3,221,137 in total assets and $15,368,975 in total debts.


HYTEK: Revises Management Structure and Reduces Workforce by 10%
----------------------------------------------------------------
Hytek Microsystems, Inc. (OTC Bulletin Board: HTEK) announced the
resignation of Scott Martin, vice president and general manager.

Martin stepped down as part of a company-wide restructuring effort
designed to reduce overhead and improve productivity. In total,
the company eliminated approximately 10% of its workforce in the
cost saving initiative.

"This restructuring will assist us in achieving our long term
objectives which include returning the company to profitability,"
stated John Cole, Hytek's chief executive officer.

Founded in 1974, Hytek, headquartered in Carson City, Nevada,
specializes in high reliability microelectronic circuits that are
used in oil exploration, military applications, satellite systems,
industrial electronics, opto-electronics and other OEM
applications. Note: News releases and other information regarding
Hytek Microsystems can be accessed on the Internet at
http://www.hytek.comor http://ctapr.com/htek/  

                            *    *    *

                    Going Concern Uncertainty

In its most recent Form 10-QSB filed with Securities and Exchange
Commission, Hytek reported:

"In the opinion of management, the [Company's] unaudited financial
statements include all adjustments (consisting of only normal
recurring adjustments) that are necessary in order to make the
financial statements contained herein not misleading. These
financial statements, notes and analyses should be read in
conjunction with the financial statements for the fiscal year
ended December 28, 2002, and notes thereto, which are contained in
our Annual Report on Form 10-KSB for such fiscal year. The reports
of our independent auditors in the fiscal 2002 financial
statements included explanatory paragraphs stating that there is
substantial doubt with respect to our ability to continue
operating as a going concern. The operating results for the three-
and nine-month periods ended September, 27 2003 are not
necessarily indicative of the results that may be expected for the
entire year ending January 3, 2004. We operate on a 52/53-week
fiscal year, which approximates the calendar year.

"The unaudited financial statements as of September 27, 2003 have
been prepared in accordance with accounting principles generally
accepted in the United States, which require the use of estimates
and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ
materially from those estimates."


INFINIA AT FLAGSTAFF: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Infinia at Flagstaff, Inc.
             450 S. 400 E. Suite 200
             Bountiful, Utah 84010

Bankruptcy Case No.: 03-40412

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Infinia at Central Topeka, Inc.            03-40413
     Infinia at Scottsdale, Inc.                03-40414
     Infinia at McPherson, Inc.                 03-40415
     Infinia at Arma, Inc.                      03-40416
     Infinia at South Mountain, Inc.            03-40418
     Infinia at Kensington, Inc.                03-40419
     Infinia at Wichita, Inc.                   03-40420
     Infinia at Show Low, Inc.                  03-40421
     Infinia at Alta, Inc.                      03-40422
     Infinia at Ogden, Inc.                     03-40423
     Infinia at Safford, Inc.                   03-40424
     Infinia at Granite Hills, Inc.             03-40425
     Infinia at Smith Center, Inc.              03-40426
     Infinia at Abilene, Inc.                   03-40427
     Infinia at Douglas, Inc.                   03-40428
     Infinia at Oswego, Inc.                    03-40429
     Infinia at Florence Heights, Inc.          03-40430
     Infinia at Cottonwood, Inc.                03-40431
     Infinia at Camp Verde, Inc.                03-40432

Type of Business: Hospital

Chapter 11 Petition Date: December 1, 2003

Court: District of Utah (Salt Lake City)

Judge: William T. Thurman

Debtors' Counsel: Blake D. Miller, Esq.
                  Miller Magleby & Guymon
                  170 South Main Suite 350
                  Salt Lake City, UT 84101
                  Tel: 801-363-5600
                  Fax: 801-363-5601

Entity                Estimated Assets       Estimated Debts
------                ----------------       ---------------
Flagstaff, Inc.       $1M to $10M            $100,001 to $500,000
Central Topeka, Inc.  $0 to $50,000          $500,001 to $1M
Scottsdale, Inc.                             $100,001 to $500,000
McPherson, Inc.       $100,001 to $500,000   $100,001 to $500,000
Arma, Inc.            $500,001 to $1M        $100,001 to $500,000
South Mountain, Inc.                         $100,001 to $500,000
Kensington, Inc.      $500,001 to $1M        $100,001 to $500,000
Wichita, Inc.         $1M to $10M            $100,001 to $500,000
Show Low, Inc.        $500,001 to $1M        $100,001 to $500,000
Alta, Inc.            $500,001 to $1M        $100,001 to $500,000
Ogden, Inc.           $1M to $10M            $100,001 to $500,000
Safford, Inc.         $1M to $10M            $0 to $50,000
Granite Hills, Inc.   $100,001 to $500,000   $100,001 to $500,000
Smith Center, Inc.    $100,001 to $500,000   $100,001 to $500,000
Abilene, Inc.         $100,001 to $500,000   $1M to $10M
Douglas, Inc.         $100,001 to $500,000   $0 to $50,000
Oswego, Inc.          $100,001 to $500,000   $100,001 to $500,000
Florence Heights      $100,001 to $500,000   $100,001 to $500,000
Cottonwood, Inc.      $100,001 to $500,000   $100,001 to $500,000
Camp Verde, Inc.      $500,001 to $1M        $100,001 to $500,000

A. Infinia at Flagstaff's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Southern Desert Pharmacy    Trade Debt                 $41,183

Medline Industries, Inc.    Trade Debt                 $35,384

Health Trac                 Trade Debt                 $18,810

Alternative Professional    Trade Debt                 $18,799
Services

Mediq PRN                   Trade Debt                 $13,655

EnduraCare Therapy          Trade Debt                 $10,274

Shadow Mountain             Trade Debt                 $10,000
HealthCare, PLL

Endura Care                 Trade Debt                  $6,189

Xerox Capital               Trade Debt                  $5,498

Kick Technologies           Trade Debt                  $5,060

Apparel Pro                 Trade Debt                  $3,455

TRS Recovery Services       Trade Debt                  $3,352

City of Flagstaff           Utility                     $3,162

ISmart Health Systems       Trade Debt                  $3,156

KCI The Clinical Advantage  Trade Debt                  $2,979

AZ Department of Public     Trade Debt                  $2,573
Safety

Alliance Medical            Trade Debt                  $2,571
Laboratory

Maintenance Warehouse       Trade Debt                  $2,507

UniSource Energy            Utility                     $2,361

Grainger                    Trade Debt                  $2,008

B. Infinia at Central Topeka's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Hill-Rom                    Trade Debt                 $18,994

Medline Industries, Inc.    Trade Debt                 $14,396

Kick Technologies           Trade Debt                  $7,445

JM Bauersfeld               Trade Debt                  $3,595

Highland Park Pharmacy      Trade Debt                  $2,822

Logan Business Machines     Trade Debt                  $2,736

Advanced Homecare, Inc.     Trade Debt                  $2,454

James Rider                 Trade Debt                  $2,000

Ford Credit                 Trade Debt                  $1,837

Lathrop & Gage              Trade Debt                  $1,679

Xerox Corporation           Trade Debt                  $1,656

Cotton O'Neil Clinic        Trade Debt                  $1,600

Telecommunications Design   Trade Debt                  $1,450

Life Connections            Trade Debt                  $1,375

KPL/Kansas Gas Service      Utility                     $1,282

John Volker                 Trade Debt                  $1,008

Betz Laundry Equipment      Trade Debt                    $968

Topeka Capital Journal      Trade Debt                    $965

Health Trac                 Trade Debt                    $945

Birch Telecom               Utility                       $763

C. Infinia at Scottsdale's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Medline Industries, Inc.    Trade Debt                 $35,515

Platinum Select             Trade Debt                 $33,654

Health Trac                 Trade Debt                 $33,255

City of Scottsdale          Utility                    $17,048

Southern Desert Pharmacy    Trade Debt                 $15,153

Southwest Gas Corporation   Utility                     $9,476

Southwest Gas               Utility                     $7,404

APS                         Trade Debt                  $6,945

Qwest                       Utility                     $6,390

Kick Technologies           Trade Debt                  $5,200

MGA Healthcare Staffing     Trade Debt                  $4,943

Fern Office Supplies        Trade Debt                  $3,923

Favorite Nurses             Trade Debt                  $2,989

AAA Full Transportation     Trade Debt                  $2,616

Sonora Quest                Utility                     $2,041

American Physician, Inc.    Trade Debt                  $1,982

Dependable Medical          Trade Debt                  $1,752
Transport, Service, Inc.

First Choice Business       Trade Debt                  $1,674
Machines

MidState Mechanical, Inc.   Trade Debt                  $1,506

ReddiRoot'r                 Trade Debt                  $1,212

D. Infinia at McPherson's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Rehab Works, Inc.           Trade Debt                 $97,278

Select Rehabilitation       Trade Debt                 $19,900

Medical Center Pharmacy     Trade Debt                 $18,553

Medline Industries, Inc.    Trade Debt                 $11,469

Memorial Hospital, Inc.     Trade Debt                 $10,974

Health Trac                 Trade Debt                  $8,265

Staff Support Services      Trade Debt                  $5,468

Dr. Brian Billings          Trade Debt                  $3,500

Advanced Homecare, LLC      Trade Debt                  $2,848

B&K Prescription Shop       Trade Debt                  $2,835

Kick Technologies           Trade Debt                  $2,455

Maintenance Warehouse       Trade Debt                  $1,923

Hill-Rom Industry           Trade Debt                  $1,887

Kansas Gas Service          Utility                     $1,543

McPherson True Value        Trade Debt                  $1,512

Board of Public Utilities   Utility                     $1,504

QS Nurses Corporation       Trade Debt                  $1,399

Cheryl Stevens              Trade Debt                  $1,275

Theraprime of Kansas        Trade Debt                  $1,001

Fern Office Supplies        Trade Debt                    $857

E. Infinia at Arma's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Ronald Edwards, MD          Trade Debt                 $22,538

Mt. Carmel Medical Center   Trade Debt                 $20,700

Tim English & Associates    Trade Debt                 $20,692

Hospital District 1         Trade Debt                 $20,686

Ruddick's, Inc.             Trade Debt                  $8,196

Maintenance Warehouse       Trade Debt                  $7,791

Kick Technologies           Trade Debt                  $7,435

Medline Industries, Inc.    Trade Debt                  $6,626

City of Arma                Utility                     $6,126

C/S Group                   Trade Debt                  $5,423

Advanced Homecare, Inc.     Trade Debt                  $3,974

Rex Kness                   Trade Debt                  $3,766

Health Trac                 Trade Debt                  $2,910

The Morning Sun             Trade Debt                  $2,782

Arma Drug                   Trade Debt                  $2,642

Elias Tawil, MD             Trade Debt                  $2,636

Shelley M. Gromer           Trade Debt                  $2,629

Arma Petty Cash             Trade Debt                  $2,625

John M. Baughman            Trade Debt                  $2,210

Copy Products, Inc.         Trade Debt                  $2,027

F. Infinia at South Mountain's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Southern Desert Pharmacy    Trade Debt                 $80,176

Sacred Heart Nursing        Trade Debt                 $61,854
Services

Medline Industries, Inc.    Trade Debt                 $28,171

Integrated Healthcare       Trade Debt                 $24,537
Staffing

Arrow Security, Inc.        Trade Debt                 $16,648

Dependable Nurses of        Trade Debt                 $14,156
Phoenix, Inc.

Healthchoice Nurses Agency  Trade Debt                 $12,132

Divine Healthcare           Trade Debt                 $10,101
Group, Inc.

Salt River Project          Trade Debt                 $10,101

High Peaks Water Service    Utility                     $8,146

Kick Technologies           Trade Debt                  $7,605

MGA Healthcare Staffing     Trade Debt                  $7,459

KCI The Clinical            Trade Debt                  $7,227

Medical Professionals of    Membership Dues             $7,000
Arizona

Ideal Nursing Services      Trade Debt                  $6,766

Infinia                     Trade Debt                  $6,603

CareStaff                   Trade Debt                  $6,555

Minuteman Express Service   Trade Debt                  $6,195

Alternative Professional    Trade Debt                  $5,865
Services

Maintenance Warehouse       Trade Debt                  $5,633

G. Infinia at Kensington's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Kick Technologies           Trade Debt                  $7,295

Health Trac                 Trade Debt                  $6,720

Medline Industries, Inc.    Trade Debt                  $5,537

Aquila                      Trade Debt                  $5,031

HQ H2O Inc.                 Trade Debt                  $3,575

Loomis Brothers             Trade Debt                  $2,885

Fire Alarm Specialist,      Trade Debt                  $2,842
Inc.

Estate of Walter Anschutz   Trade Debt                  $2,238

Centre Pharmacy             Trade Debt                  $2,121

Estate of Zelma             Trade Debt                  $2,112

Estate of Essie             Trade Debt                  $1,344

Eakes Office Plus, Inc.     Trade Debt                  $1,259

Ford Credit                 Trade Debt                  $1,215

Michael Miles               Trade Debt                  $1,200

Engineered Recovery         Trade Debt                  $1,028

Crest Healthcare Supply     Trade Debt                    $945

Advanced Homecare, Inc.     Trade Debt                    $865

Northwestern Office         Trade Debt                    $798
Suppliers

Earthgrains Hastings        Trade Debt                    $765

Witmer Drug Store           Trade Debt                    $752

H. Infinia at Wichita's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Select Rehabilitation       Trade Debt                $104,028
Services

Rehab People, Inc.          Trade Debt                 $71,930

Health Trac                 Trade Debt                 $35,625

Medline Industries, Inc.    Trade Debt                 $28,159

Dandurand Pharmacy          Trade Debt                 $25,924

Shared Pharmacy             Trade Debt                 $16,489

Schendel                    Trade Debt                 $10,568

Therapeutic Medical Supply  Trade Debt                  $8,341

Westar Energy               Utility                     $6,353

Dr. Florante Moncao         Trade Debt                  $6,000

Kick Technologies           Trade Debt                  $4,930

Richardson's                Trade Debt                  $3,368

Dubley M. Cranston          Trade Debt                  $2,904

Progressive Medical, Inc.   Trade Debt                  $2,596

Kansas Gas Service          Utility                     $2,551

ASHA Wholesale              Trade Debt                  $2,491

Great Plains                Trade Debt                  $2,431

Radiology Service Corp      Trade Debt                  $2,403

The Wasserstrom Company     Trade Debt                  $2,276

Bio Center Laboratory       Trade Debt                  $2,022

I. Infinia at Show Low's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Apex Healthcare             Trade Debt                 $94,604

Southern Desert Pharmacy    Trade Debt                 $32,479

Medline Industries, Inc.    Trade Debt                 $20,756

Health Trac                 Trade Debt                 $18,675

Shamrock Foods, Inc.        Trade Debt                 $10,653
c/o M. Kirkorsky, Esq.

Pineview Water Company      Utility                     $9,020

Navopache Electric          Utility                     $8,854

Mediq PRN                   Trade Debt                  $5,921

Aaron Bornstein             Trade Debt                  $5,100

Show Low Waste Management   Trade Debt                  $3,914

Roadrunner Fire             Trade Debt                  $3,778

Apparel Pro                 Trade Debt                  $3,567

Sun Devil Fire              Trade Debt                  $3,436

Frontier                    Trade Debt                  $2,888

City of Show Low            Utility                     $2,602

Kick                        Trade Debt                  $2,525

Alarm Specialist            Trade Debt                  $2,167

Tim English & Associates    Trade Debt                  $1,829

Fern Office Supplies        Trade Debt                  $1,578

Sprint                      Utility                     $1,186

J. Infinia at Alta's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Medical Staffing Network    Trade Debt                 $25,304

Medline Industries, Inc.    Trade Debt                 $17,405

Health Trac                 Trade Debt                 $14,928

Kick Technologies           Trade Debt                  $4,970

Dr. Rachel Stubbs           Trade Debt                  $4,500

Laboratory Corp of America  Trade Debt                  $4,481

Utah State Tax Commission   Trade Debt                  $4,310

Fairview Care Centers,      Trade Debt                  $3,352
Inc.

Patient Care Services       Trade Debt                  $2,706

Gulf South Medical Supply   Trade Debt                  $2,586

Centers for Medicaid &      Trade Debt                  $2,250
Medicare

Questar Gas                 Utility                     $2,233

Wernli Refrigeration, Inc.  Trade Debt                  $2,187

Tyco Fire Security          Trade Debt                  $1,945

Utah Power                  Utility                     $1,750

Xerox Capital Services,     Trade Debt                  $1,735
LLC

Symphony Mobilex            Trade Debt                  $1,534

TDM                         Trade Debt                  $1,438

M. Sydney Post              Trade Debt                  $1,379

Les Olsen Company           Trade Debt                  $1,279

K. Infinia at Ogden's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Ogden Associates, LLP       Rental Fees                $40,187

Health Trac                 Trade Debt                 $17,670

Medline Industries          Trade Debt                 $16,316

Kick Technologies           Trade Debt                  $7,405

John E. Clift               Trade Debt                  $5,100

Ali Ben-Jacob, MD           Trade Debt                  $5,100

Superior Care Pharmacy      Trade Debt                  $5,047

Utah Power                  Utility                     $4,828

Utah State Tax Commission   Tax                         $4,780

Allen Fraughton             Trade Debt                  $4,400

Ogden Clinic                Trade Debt                  $2,875

Qwest Diagnostics           Trade Debt                  $2,477

E.M. Systems                Trade Debt                  $2,226

Green Daze                  Trade Debt                  $2,200

Ford Credit                 Trade Debt                  $1,926

Medical Disposal Services   Trade Debt                  $1,850

Mendenhall Equipment        Trade Debt                  $1,826

Eagle Security Systems      Trade Debt                  $1,764

Culligan Water              Trade Debt                  $1,675

TCM Business Systems        Trade Debt                  $1,665

L. Infinia at Safford's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Southern Desert Pharmacy    Trade Debt                 $42,415

Medline Industries, Inc.    Trade Debt                 $32,552

Health Trac                 Trade Debt                 $23,066

Regency Medical Equipment   Trade Debt                 $12,841

Susan J. Jones, M.D.        Trade Debt                 $10,500

Valley Telecom Group        Utility                     $7,647

John Sokal, Jr.             Trade Debt                  $7,280

Maxin Healthcare Services   Trade Debt                  $6,355

Kick Technologies           Trade Debt                  $4,950

Fern Office Supplies        Trade Debt                  $4,100

Kindred Pharmacy            Trade Debt                  $3,790

Maintenance Warehouse       Trade Debt                  $3,406

Paradise Valley Bird        Trade Debt                  $2,080

Sonora Quest                Utility                     $2,025

NCI/Nursing Centers, Inc.   Trade Debt                  $2,010

Mediq PRN                   Trade Debt                  $1,820

Select Information          Trade Debt                  $1,796

Ernest Brewer               Trade Debt                  $1,485

Roadrunner Fire             Trade Debt                  $1,378

Mt. Graham Regional         Trade Debt                  $1,377

M. Infinia at Granite Hills' 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Superior Care Pharmacy      Trade Debt                 $41,442

Medical Sraffing Network    Trade Debt                 $13,994

Health Trac                 Trade Debt                 $12,600

Medline Industries, Inc.    Trade Debt                 $10,808

Blue Cross of California    Trade Debt                  $8,539

Simplex Grinnell            Trade Debt                  $6,127

John E. Clift               Trade Debt                  $5,169

Kick Technologies           Trade Debt                  $4,930

Marshall Industries, Inc.   Trade Debt                  $4,858

Symphony Mobilex            Trade Debt                  $3,933

Bradshaw Door Controls      Trade Debt                  $3,388

Utah State Tax Commission   Trade Debt                  $3,340

B&L Electric                Utility                     $3,063

Utah Power                  Utility                     $2,948

Praxair Distribution, Inc.  Trade Debt                  $2,428

Gold Cross Transportation   Trade Debt                  $2,401

Emergency Medical Staffing  Trade Debt                  $2,198

Easter Seals of Utah        Trade Debt                  $2,084

Mark D. Johnson, MD         Trade Debt                  $1,805

Portable Xray &             Trade Debt                  $1,537
Ultrasound Utah

N. Infinia at Smith Center's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Smith County Family         Trade Debt                 $10,800
Practice

Kick Technologies           Trade Debt                  $7,365

Center Pharmacy             Trade Debt                  $6,462

QS Nurses                   Trade Debt                  $2,992

Medline Industries, Inc.    Trade Debt                  $2,939

Aquila                      Trade Debt                  $2,513

Southwestern Bell           Utility                     $2,416

Estate of Ross Eller        Trade Debt                  $1,810

Estate of Robert Johnson    Trade Debt                  $1,760

Fire Alarm Specialist,      Trade Debt                  $1,705
Inc.

Ruth Lee                    Trade Debt                  $1,679

Estate of Ruby Feldman      Trade Debt                  $1,536

City of Smith Center        Utility                     $1,515

Advanced Homecare, Inc.     Trade Debt                  $1,503

Michael Miles               Trade Debt                  $1,500

Estate of Laura             Trade Debt                  $1,386

Arjo, Inc.                  Trade Debt                  $1,262

Smith Center Petty Cash     Trade Debt                  $1,164

Lifecycle Systems, LLC      Trade Debt                  $1,160

Elva Fiene                  Trade Debt                  $1,054

O. Infinia at Abilene's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Gates Remodeling            Trade Debt                 $19,833

Staff Support Services,     Trade Debt                  $5,361
Inc.

Medline Industries, Inc.    Trade Debt                  $4,962

Health Trac                 Trade Debt                  $3,834

Coleman Gary                Trade Debt                  $3,400

Kick Technologies           Trade Debt                  $2,465

Tim English & Associates    Trade Debt                  $2,373

Rainbow Nursing             Trade Debt                  $1,776

Columbine Healthcare        Trade Debt                  $1,691

Patterson Healthcare        Trade Debt                  $1,432

Jody Sellers                Trade Debt                  $1,340

Westar Energy/KPL Fas       Utility                     $1,315
Services

Ford Credit                 Trade Debt                  $1,210

Feist Publications          Trade Debt                    $894

Consolidated                Trade Debt                    $747
Communications Directory

Aspen Publishers, Inc.      Trade Debt                    $666

Maintenance Warehouse       Trade Debt                    $663

Jessica Pacenka             Trade Debt                    $622

Dawson Enterprises, Inc.    Trade Debt                    $600

City of Abilene             Utility                       $399

P. Infinia at Douglas' 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Medline Industries, Inc.    Trade Debt                 $19,805

Health Trac                 Trade Debt                 $12,915

RCS Management Corporation  Trade Debt                 $11,247

Kick Technologies           Trade Debt                  $5,890

APS                         Trade Debt                  $5,651

Maintenance Warehouse       Trade Debt                  $4,513

Apparel Pro                 Trade Debt                  $3,531

AZ Health Care Association  Trade Debt                  $3,008

Goodman Company, LP         Trade Debt                  $3,001

American Geriatrics         Trade Debt                  $3,000
Enterprises, Inc.

United Fire                 Trade Debt                  $2,843

Metroplex Professional      Trade Debt                  $2,843
Services

RCS Management              Trade Debt                  $2,739

Fern Office Supplies        Trade Debt                  $2,674

KDAP                        Trade Debt                  $2,657

Southern Desert Pharmacy    Trade Debt                  $2,475

Arizona Consultant          Trade Debt                  $2,400
Pharmacists Enterprises,
Inc.

Roadrunner Fire             Trade Debt                  $2,300

Stericycle                  Trade Debt                  $1,874

Southwest Gas Corporation   Utility                     $1,709

Q. Infinia at Oswego's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Select Rehabilitation,      Trade Debt                 $24,182
Inc.

Rehab Works, Inc.           Trade Debt                  $7,758

Kick Technologies           Trade Debt                  $7,325

Health Trac                 Trade Debt                  $4,335

Advanced Homecare, Inc.     Trade Debt                  $3,651

Mt. Carmel Medical Center   Trade Debt                  $3,608

Riggs Rexall                Trade Debt                  $3,527

Sprint                      Utility                     $3,213

Medline Industries, Inc.    Trade Debt                  $2,785

Maintenance Warehouse       Trade Debt                  $2,668

Philip E. Bortmes, MD       Trade Debt                  $2,250

Petty Cash Oswego           Trade Debt                  $2,033

Westar Enery/Kansas Gas     Utility                     $1,532

City of Oswego              Utility                     $1,528

TDM                         Trade Debt                  $1,400

NCS Healthcare of Wichita   Trade Debt                  $1,152

IKON Office Solutions       Trade Debt                  $1,133

IOS Capital                 Trade Debt                    $989

Labette County Medical      Trade Debt                    $977
Center

Innovative Medical          Trade Debt                    $909

R. Infinia at Florence Heights' 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Nebraska Health &           Trade Debt                 $61,294
Human Services

Florence Heights            Rental Fees                $54,754

Omnicare of Nebraska        Trade Debt                 $49,249

Kubat Heartland             Trade Debt                 $35,931

Kubat                       Trade Debt                 $31,774

Ferguson, Chesterman &      Legal Fees                 $26,933
Acierno

Medline Industries, Inc.    Trade Debt                 $23,131

Health Trac                 Trade Debt                 $21,843

Nurses R Us                 Trade Debt                 $14,146

Nebraska Workforce          Trade Debt                 $12,990
Development

Symphony Mobilex            Trade Debt                 $12,855

Hill-Rom Industry           Trade Debt                 $11,290

Creighton Medical           Trade Debt                  $9,108
Laboratories

Kick Technologies           Trade Debt                  $7,515

Info Data Employment        Trade Debt                  $5,656

First Choice Healthcare     Trade Debt                  $5,466

Omaha Ambulance Service     Trade Debt                  $5,136

Nebraska Department of      Tax                         $4,953
Revenue

Clarkson Family Medicine    Trade Debt                  $4,000

Internal Revenue Service    Tax                         $3,695

S. Infinia at Cottonwood's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Southern Desert Pharmacy    Trade Debt                 $54,375

EnduraCare Therapy          Trade Debt                 $50,314

RCS Management              Trade Debt                 $15,822

Medline Industries, Inc.    Trade Debt                 $12,493

City of Cottonwood          Trade Debt                 $10,780

Verde Medical Laboratory,   Trade Debt                  $7,482
Inc.

Health Trac                 Trade Debt                  $7,425

Total Transit, Inc.         Trade Debt                  $4,269

Verde Valley Medical        Trade Debt                  $3,991
Center

AZ Health Care Association  Membership Dues             $3,760

Preferred Home Care         Trade Debt                  $3,156

APS                         Trade Debt                  $3,111

NextireOne, LLC             Trade Debt                  $2,808

Firemaster                  Trade Debt                  $2,630

The Trane Company           Trade Debt                  $2,496

Apparel Pro                 Trade Debt                  $2,486

Kick Technologies           Trade Debt                  $2,475

Scott Thomas                Trade Debt                  $2,062

Nurses Network, Inc.        Trade Debt                  $2,000

Bureau of Citizenship       Trade Debt                  $2,000

T. Infinia at Camp Verde's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Medline Industries, Inc.    Trade                      $15,622

Health Trac                 Trade                      $15,465

EnduraCare Therapy          Trade                      $13,769

RCS Management              Trade                      $13,633

A Golden Touch Health       Trade                      $12,470
Services

Ismart Health Systems       Trade                      $12,390

Endura Care                 Trade                      $11,986

Camp Verde Water            Utility                     $8,416

Kregg Chidester             Trade                       $7,418

Southern Desert Pharmacy    Trade                       $7,353

Apparel Pro                 Trade                       $5,313

Kick Technologies           Trade                       $5,000

Nurses Network, Inc.        Trade                       $4,082

Omega Orthopaedics          Trade                       $3,578

MGA Healthcare Staffing,    Trade                       $2,959
Inc.

Verde Medical Laboratory,   Trade                       $2,376
Inc.

Fern Office Supplies        Trade                       $2,115

Arizona Republic            Trade                       $1,887

Sherwin Williams            Trade                       $1,752

Camp Verde Sanitary         Utility                     $1,683
District


INFRAWORKS CORP: Successfully Emerges from Chapter 11 Bankruptcy
----------------------------------------------------------------
Infraworks Corporation, a security software company, has
successfully emerged from Chapter 11 reorganization and has
simultaneously delivered its fifth consecutive quarter of revenue
growth.

Infraworks voluntarily filed for reorganization on April 11, 2003,
after a unanimous vote by the company's board of directors,
chaired by former Secretary of Defense Frank Carlucci. The company
decided to file bankruptcy after severe economic and legal issues
forced the company into an untenable position.

"We understood that more than 83% of Chapter 11 companies never
emerge from bankruptcy, but given the demand for our products and
the economy's rebound, we were confident that if we could
restructure the company, we could get on a positive track," said
Joyce Durst, President and CEO at Infraworks.

The company has just delivered its most successful quarter to
date, reflecting 300% growth year over year.

"We're very happy to be moving on with the Infraworks story. We're
now officially out of the suspense-thriller genre and squarely in
Cinderella territory. We're calling it 'Chapter Twelve.' We expect
to be cash-flow positive in 1Q 2004 and profitable for the year,"
adds CEO Durst.

             Continued Strong Demand for Products

Infraworks' InTether solutions protect digital files containing
key intellectual property against the threat of internal theft. In
other words, companies can ensure that employees inside a company
or those with access to key confidential information cannot share
that information inappropriately or take such intellectual
property with them when they leave the company.

"Throughout this process, about half of our growth has come from
current customers who have continued to adopt our InTether
solutions to secure files in more and more areas. The other half
has come from new prospects who purchased on the merits of the
InTether solution," said Darryl Worsham, Vice President of Sales
at Infraworks. "Protecting intellectual property against internal
threat and the compliance requirements of the Sarbanes-Oxley Act
are front-burner issues that Infraworks' solutions address."

"Clearly our legal status has been a challenge, but our pipeline
of customers has seen steady growth due to the significant need in
the marketplace," adds Worsham. The company enjoys a growing
roster of customers in the energy, pharmaceutical and insurance
industries, and within the federal government. Infraworks'
customers include Halliburton, Schlumberger, National Oilwell and
the Office of Homeland Security.

                       Patented Technology

Infraworks' InTether File Security Series is a collection of
enterprise applications that protect digital files throughout
their entire lifecycle. The patented InTether security technology
enables organizations to create and share digital files of any
type with intended recipients while keeping the files and data
protected from others. Viewing, saving, forwarding, printing, even
screen-grabbing functions can be restricted by the sender of the
file. Self-destruction of a protected file at a specific time and
date, or upon sensing any tampering attempts, can also be set.

Infraworks currently has three InTether solutions available and
deployed in the marketplace. These include the InTether Desktop,
which enables business professionals to share and secure files
sent via email. InTether Server enables organizations to
dynamically secure and distribute files over the Web and the
InTether SecureCD solution offers organizations the means to
easily secure and distribute content on CD-ROM media.

Founded in 1998 and privately held, Infraworks Corporation is an
emerging leader of security software solutions. Infraworks'
enterprise file security software helps companies protect
sensitive information and intellectual property that is stored and
distributed electronically. The Infraworks security solutions
protect files from the time they are created until the time they
are deleted, even while they are in use. For additional
information, visit the company's Web site at
http://www.infraworks.com  


INTERNATIONAL WIRE: S&P Yanks Credit & Debt Ratings Down to D
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on St.
Louis, Missouri-based International Wire Group Inc. to 'D'
following the company's announcement to forego making the
Dec. 1, 2003, interest payment on its 11.75% senior subordinated
notes.

"The rating downgrade also reflects the company's plans to
recapitalize, which likely will result in lenders not receiving
full recovery of their principal and interest," said Standard &
Poor's credit analyst Dominick D'Ascoli.

International Wire Group is a producer of copper wire products in
a highly fragmented industry. Weak end markets coupled with
onerous debt leverage placed the company under significant
financial stress. Furthermore, the company faced large refinancing
risk, with substantially all of its debt maturing in the first
half of 2005.


ITC DELTACOM: Annual Shareholders' Meeting Set for December 18
--------------------------------------------------------------
The annual meeting of ITC Deltacom Inc. will be held on Thursday,
December 18, 2003, at 11:00 a.m., local time, at the New Horizon
Community Theater, 411 West 8th Street, West Point, Georgia. The
annual meeting has been called for the following purposes:  
  
1.  to consider and vote upon a proposal to elect seven directors
    of ITC DeltaCom;

2.  to consider and vote upon a proposal to approve an amended
    form of ITC DeltaCom's Restated Certificate of Incorporation;  

3.  to consider and vote upon a proposal to approve the ITC
    DeltaCom, Inc. Amended and Restated Stock Incentive Plan; and  

4.  to transact such other business as may properly come before
    the annual meeting or any adjournment or postponement thereof.

Only stockholders of record at the close of business on
November 3, 2003 will be entitled to notice of, and to vote at,
the annual meeting or any adjournment or postponement thereof.    

ITC Delatacom, Inc., an exempt telecommunications company and a
holding company, filed for chapter 11 protection on June 25, 2002.
Rebecca L. Booth, Esq., Mark D. Collins, Esq. at Richards, Layton
& Finger, P.A. and Martin N. Flics, Esq., Roland Young, Esq. at
Latham & Watkins represent the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $444,891,574 in total assets and $532,381,977
in total debts.


JA JONES: Spriggs & Hollingsworth Serving as Litigation Counsel
---------------------------------------------------------------
J.A. Jones, Inc., and its debtor-affiliates seek approval from the
U.S. Bankruptcy Court for the Western District of North Carolina
of their application to employ Spriggs & Hollingsworth as Special
Counsel.

The Debtors report that they are parties to certain lawsuits
pending throughout the county.  To perform their duties, the
Debtors require assistance of litigation counsel to prosecute and
defend certain claims pending in the Lawsuits.

The lawsuits primarily involve construction, insurance, bond
disputes involving claims, which may be valuable for the Debtors'
estates.

The Debtors expect Spriggs & Hollingsworth to:

     a) advise the Debtors with respect to its rights and
        remedies in the Lawsuits;

     b) prepare on behalf of the Debtors all necessary
        pleadings, discovery, notices, lien filings and other
        legal documents in the lawsuits;

     c) represent the Debtors in negotiations, discussions,
        litigation, mediation, arbitration or other proceedings
        relates to the lawsuits; and

     d) perform legal services on behalf of the Debtors
        necessary to preserve or advance any rights and remedies
        the Debtors may have in the Lawsuits.

The Debtors believe that employing the Firm for these purposes is
in the best of interests of the Debtors, their estates and
creditors.

Douglas L. Patim, Esq., a partner in Spriggs & Hollingsworth
reports that his firm will bill its current hourly rates of:

          Partners            $310 to $360 per hour
          Associates          $180 to $250 per hour
          Legal Assistants    $115 to $125 per hour

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


JACUZZI BRANDS: Will Complete Transactions Under SEC Rule 10b5-1
----------------------------------------------------------------
Jacuzzi Brands, Inc. (NYSE:JJZ) announced that David H. Clarke,
Chairman and Chief Executive Officer, and an entity controlled by
Mr. Clarke's family, plan to complete a previously announced
series of transactions in JJZ's common stock for tax planning
purposes that, once consummated, will leave their holdings in JJZ
unchanged.

As reported by the Company on May 13, 2003, Mr. Clarke and the
entity purchased, in aggregate, 150,000 additional shares of JJZ
common stock. Mr. Clarke and the entity then entered into trading
plans complying with Rule 10b5-1 under the Securities Exchange Act
in order to sell in compliance with Rule 10b5 of that act the same
number of shares from their earlier holdings in JJZ at market
prices. The planned sale of the 150,000 shares covering their
earlier holdings in JJZ will be completed prior to the end of
2003.

Under Rule 10b5-1, directors and officers of a company may adopt
written plans for trading securities in a non-discretionary, pre-
planned manner under specified conditions and times if the person
has no material non-public information about the company.

Subsequent to the completion of this planned sale, and as
disclosed in the proxy statement dated May 7, 2003, Mr. Clarke
will own 2,441,297 shares of JJZ common stock (including options).

Jacuzzi Brands, Inc. is a global manufacturer and distributor of
branded bath and plumbing products for the residential, commercial
and institutional markets. These include whirlpool baths, spas,
showers, sanitary ware and bathtubs, as well as professional grade
drainage, water control, commercial faucets and other plumbing
products. The company also manufactures premium vacuum cleaner
systems.  Jacuzzi products are marketed under our portfolio of
brand names, including JACUZZI(R), SUNDANCE(R), ELJER(R), ZURN(R),
SANITAN(R), ASTRACAST(R) and RAINBOW(R).  Learn more at
http://www.jacuzzibrands.com/

As reported in Troubled Company Reporter's August 20, 2003
edition, Fitch Ratings withdrew its 'B' rating on Jacuzzi Brands,
Inc.'s $133 million 11.25% senior secured notes due 2005, $70
million 7.25% senior secured notes due 2006, and $377 million
senior secured bank facilities due 2004. These issues have been
fully repaid with proceeds from Jacuzzi Brands' new debt financing
completed on July 15, 2003.

Fitch rates Jacuzzi Brands' new debt as follows:

     -- $200 million asset based bank credit facility
        maturing in 2008 'BB';

     -- $65 million term loan due 2008 'BB-';

     -- $380 million 9.625% senior secured notes due 2010 'B';

Rating outlook is Stable.


JARDEN CORP: Effects 3-For-2 Stock Split & Closes Exchange Offer
----------------------------------------------------------------
Jarden Corporation (NYSE: JAH) announced that its previously
announced exchange offer for its outstanding 9-3/4% Senior
Subordinated Notes Due 2012 expired today at 5:00 p.m., New York
City time.  

The total principal amount of the Old Notes were tendered in the
exchange offer and the Company will, as soon as practicable, issue
new 9-3/4% Senior Subordinated Notes Due 2012 in the aggregate
principal amount of $30,000,000 to the tendering holders of the
Old Notes.  The New Notes are substantially identical to the
Old Notes.

The exchange offer follows the previously announced 3-for-2 stock
split which became effective on November 26, 2003; the additional
shares have been distributed to shareholders of record as of
November 12, 2003.  This stock split has increased the Company's
total shares of common stock outstanding to approximately 26.8
million.

The Company separately announced that Martin E. Franklin, Chairman
and Chief Executive Officer, and Ian G.H. Ashken, Vice Chairman
and Chief Financial Officer, have entered into forward purchase
contracts with CIBC World Markets in connection with the sale of
237,000 and 82,500 shares of common stock (taking into account the
stock split), respectively. Mr. Franklin and Mr. Ashken entered
into the forward purchase contracts principally to cover the
immediate tax liability incurred in connection with the recent
lapsing of the restrictions over their restricted shares of common
stock.  Mr. Franklin and Mr. Ashken will continue to retain
beneficial ownership and voting rights with respect to these
shares for the terms of the contracts to enable them to
participate in future appreciation of the stock.

Jarden Corporation Corporation (S&P, B+ Corporate Credit Rating,
Stable) is a leading provider of niche consumer products used
in and around the home, under well-known brand names including
Ball(R), Bernardin(R), Crawford(R), Diamond(R), FoodSaver(R),
Forster(R), Kerr(R), Lehigh(R) and Leslie-Locke(R).  In North
America, Jarden is the market leader in several consumer
categories, including home canning, home vacuum packaging, kitchen
matches, branded retail plastic cutlery, toothpicks and rope, cord
and twine.  Jarden also manufactures zinc strip and a wide array
of plastic products for third party consumer product and medical
companies, as well as its own businesses.


KAISER ALUMINUM: Wants Clearance for Reliance Release Agreement
---------------------------------------------------------------
In accordance with Rule 9019 of the Federal Rules of Bankruptcy
Procedure, the Kaiser Aluminum Debtors ask the Court to approve a
release and indemnity agreement with Reliance Insurance Company
pursuant to which Reliance will release a $2,000,000 letter of
credit.

Before the Petition Date, the Debtors contracted with Reliance,
an insurance company formed under the laws of the Commonwealth of
Pennsylvania, for the insurance of various retrospective premium
and deductible reimbursement, claims-based insurance policies
primarily providing them with environmental liability protection.  
To secure their liability under two of the Policies and any
subsequent extensions or renewals, in respect of either
retrospective premium rating or payments within the policy
deductible, the Debtors issued collateral to Reliance in the form
of a letter of credit.  The Letter of Credit was originally
issued in 1994 for $3,000,000 and has been amended several times
both as to term and amount.  The Letter of Credit, which was
renewed under the Debtors' postpetition credit facility, has a
$2,000,000 current balance and expires on March 31, 2004.

In May 2001, Reliance was placed into rehabilitation upon a
Petition for Rehabilitation filed by the Insurance Commissioner
of the Commonwealth of Pennsylvania.  On October 3, 2001, the
Commonwealth Court of Pennsylvania declared Reliance insolvent
and ordered the company into liquidation.  The liquidation is
proceeding under the law of Pennsylvania with the Commissioner
appointed as liquidator and a collateral committee overseeing the
collection and control of collateral securing policies issued by
Reliance.

The Debtors established that the policies, for which the Letters
of Credit had originally been issued, have either expired or been
cancelled.  Accordingly, the Debtors initiated communications
with Reliance to obtain the release of the Letter of Credit.  
However, initial negotiations related to the release of the
Letter of Credit resulted in an impasse.  In June 2003, Reliance
offered to release the Letter of Credit in exchange for the
Debtors' release and indemnification of Reliance from obligation
and liabilities under the Policies.

Following a comprehensive review, the Debtors confirmed that the
release of Reliance from obligations under the Policies would
have no effect on them because the Policies are each claim-based
policies for which coverage has lapsed or expired.  Furthermore,
the Debtors determined that no open claims existed under the
Policies and that no claims could be brought under the Policies.  
Although the Debtors have in place with Reliance certain
occurrence-based coverage related to their commercial umbrella
liability coverage for the period of October 1997 through October
2000, the Release will not affect that coverage.  Accordingly,
the Debtors agreed to enter into the Release.

The Debtors and Reliance have agreed in principle to enter into
the Release.  Reliance anticipates that the Collateral Committee
will approve the Release.

The principal terms of the Release are:

   (a) Reliance will release the Letter of Credit to the Debtors
       without further delay and will take all steps necessary to
       effectuate the release;

   (b) The Debtors will indemnify and hold harmless Reliance from
       and against all liabilities under:

       -- the operation or existence of the Policies;

       -- the payment, adjustment, settlement or denial of claims
          under the Policies; and

       -- any breach of any conditions, terms, provisions or
          endorsements of the Policies; and

   (c) No failure or delay on the part of Reliance or the Debtors
       in exercising any right, power or remedy under the terms
       of the Release will operate as a waiver of the Release,
       nor will any single or partial exercise of any right
       preclude any other.  Any waiver of any provision of the
       Release, and any consent to any departure by Reliance or
       the Debtors from the terms of any provisions of the
       Release, will be effective only in the specific instance,
       and will be valid for the specific given purpose.

According to Kimberly D. Newmarch, Esq., at Richards, Layton &
Finger, in Wilmington, Delaware, the Release will secure the
release of the Letter of Credit, which will improve the Debtors'
financial liquidity, and avoid the uncertainty, time and expense
that would arise from litigation of the matter with Reliance.
(Kaiser Bankruptcy News, Issue No. 35; Bankruptcy Creditors'
Service, Inc., 215/945-7000)  


KB HOME: Reports Preliminary Fourth Quarter 2003 Net Orders
-----------------------------------------------------------
KB Home (NYSE: KBH) released preliminary net orders for the
quarter and year ended November 30, 2003.  Presented below is
preliminary net order information along with year-over-year
percent changes.

            Quarter Ended November 30,     Year Ended November 30,
                       2003                          2003
               Net Orders   % Change         Net Orders   % Change
West Coast     1,147         3.7%            5,810        -4.5%
Southwest      1,882        20.1             7,763        23.6
Central        1,470       -11.7             7,359       -15.1
Southeast        944       215.7             3,844       372.2

Total U.S.    5,443        17.4            24,776        13.4
     France    1,186         -.7             4,118         4.5
     Total     6,629        13.7%           28,894        12.1%

Unconsolidated
     JVs          76       245.5%              470       150.0%

KB Home (Fitch, BB+ Senior Unsecured Debt and BB- Senior
Subordinated Debt Ratings) is one of America's largest
homebuilders with domestic operating divisions in the following
regions and states: West Coast-California; Southwest-Arizona,
Nevada and New Mexico; Central-Colorado, Illinois and Texas; and
Southeast-Florida, Georgia and North Carolina.  Kaufman & Broad
S.A., the Company's majority-owned subsidiary, is one of the
largest homebuilders in France.  In fiscal 2002, the Company
delivered 25,565 homes in the United States and France.  It also
operates KB Home Mortgage Company, a full-service mortgage company
for the convenience of its buyers.  Founded in 1957, KB Home is a
Fortune 500 company listed on the New York Stock Exchange under
the ticker symbol "KBH."  For more information about any of KB
Home's new home communities, call 1-888-KB-HOMES or visit the
Company's Web site at http://www.kbhome.com


KMART: Court Disallows $84 Million of Revolving Credit Claims
-------------------------------------------------------------
The Kmart Debtors object to certain claims filed by their
prepetition lenders to the extent the lenders seek amounts in
excess of the allowed amount pursuant to their confirmed Chapter
11 Plan.  The Debtors explain that the Plan allows the Prepetition
Lender Claims for $1,076,156,647.  On the Plan Effective Date, the
Prepetition Lenders received a cash distribution in full
satisfaction of the Allowed Prepetition Lender Claims.

Consequently, the Court reduces JP Morgan Chase Bank's Revolving
Credit Claim Nos. 32370 and 32372 from $1,180,429,188 to
$1,076,156,647.

The Court disallows and expunges these Revolving Credit Claims:

    Claimant                    Claim No.          Amount
    --------                    ---------          ------
    Comerica Bank                 25579       $52,357,045
    Key Bank, NA                  25441        31,768,934
(Kmart Bankruptcy News, Issue No. 65; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


LENNAR CORP: Reports Improved New Home Performance for Q4 2003
--------------------------------------------------------------
Lennar Corporation (NYSE: LEN and LEN.B) announced preliminary new
home orders by region for the three months and year ended
November 30, 2003 as presented below:

     Three Months Ended November 30,     Years Ended November 30,
        2003      2002      Change        2003    2002     Change
        ----      ----      ------        ----    ----     ------
East    2,591     2,182     19%           11,644  10,192   14%
Central 2,284     2,065     11%            9,696   7,591   28%
West    2,914     2,284     28%           12,186  10,590   15%

Total   7,789     6,531     19%           33,526  28,373   18%

Of the new home orders listed above, 414 and 1,582 new home orders
relate to unconsolidated partnerships for the three months and
year ended November 30, 2003, respectively, compared to 183 and
737 new home orders in the same periods last year.

Lennar's market regions consist primarily of the following states:
East: Florida, Maryland, Virginia, New Jersey, North Carolina and
South Carolina. Central: Texas, Illinois and Minnesota. West:
California, Colorado, Arizona and Nevada.

Lennar Corporation, founded in 1954, is headquartered in Miami,
Florida and is one of the nation's leading builders of quality
homes for all generations, building affordable, move-up and
retirement homes.  Under the Lennar Family of Builders banner, the
Company includes the following brand names: Lennar Homes, U.S.
Home, Greystone Homes, Village Builders, Renaissance Homes, Orrin
Thompson Homes, Lundgren Bros., Winncrest Homes, Sunstar
Communities, Don Galloway Homes, Patriot Homes, NuHome, Barry
Andrews Homes, Concord Homes, Summit Homes, Cambridge Homes,
Seppala Homes, Coleman Homes, Genesee and Rutenberg Homes.  The
Company's active adult communities are primarily marketed under
the Heritage and Greenbriar brand names.  Lennar's Financial
Services Division provides mortgage financing, title insurance,
closing services and insurance agency services for both buyers of
the Company's homes and others.  Its Strategic Technologies
Division provides high-speed Internet access, cable television and
alarm installation and monitoring services to residents of the
Company's communities and others. Previous press releases may be
obtained at http://www.lennar.com

                         *     *     *

As reported in Troubled Company Reporter's February 7, 2003
edition, Standard & Poor's Ratings Services raised its corporate
credit rating on Lennar Corp., to 'BBB-' from 'BB+'. At the same
time, ratings are raised on approximately $2.185 billion senior
debt, including bank lines, and on $254 million subordinated
debt. The company's outlook was revised to stable from positive.

The ratings and outlook acknowledge Lennar's solid market
position, highly profitable operations, successful track record
of integrating acquisitions, and sound financial risk profile.
These credit strengths, coupled with management's discipline
with regard to debt leverage, should enable Lennar to perform
solidly even if housing demand does soften.

                         RAISED RATINGS

                          Lennar Corp.

                                     Ratings
                              To              From
                              --              ----
     Corporate credit         BBB-/Stable     BB+/Positive
     $2.185 bil. sr debt      BBB-            BB+
     $254.19 mil. sub debt    BB+             BB-

                         U.S. Homes Corp.

                                     Ratings
                              To              From
                              --              ----
     Corporate credit         BBB-            BB+
     $2.181 mil. sr debt      BBB-            BB+
     $6.187 mil. sub debt     BB+             BB-


LEVI STRAUSS: Fitch Junks Ratings as Alvarez & Marsal is Hired
--------------------------------------------------------------
Levi Strauss & Co.'s $1.7 billion senior unsecured debt was
downgraded to 'CCC+' from 'B-' by Fitch Ratings following Levi's
announcement that it has retained the management consulting firm
Alvarez & Marsal and replaced its CFO. In addition, Levi's $650
million asset-based loan is lowered to 'B+' from 'BB-' and its
$500 million term loan is lowered to 'B' from 'B+'.  The Rating
Outlook remains Negative, reflecting the continued challenges Levi
faces to improve its financial condition and in stimulating top-
line sales growth.

Levi announced that its chief financial officer would be leaving
effective immediately and replaced him with an interim CFO who is
also from A&M. Fitch considers these changes to be a material
event that possibly could lead to a debt restructuring in the
near-to-intermediate term. This downgrade follows a previous
downgrade by Fitch last month due to Levi's revision in its
earnings guidance for 2003.

Management has stated that the consulting firm was hired to assist
Levi in scaling back its infrastructure in order to become
profitable at current sales levels. This is to be accomplished by
identifying further costs that can be eliminated. Fitch recognizes
that Levi maintains adequate liquidity, has limited debt
maturities and is not in danger of violating covenants in the near
term. However, Fitch feels that in light of the closing of the
remaining North American facilities and the corporate headcount
reductions in September, additional cost eliminations will not
materially affect Levi's profitability and/or its ability to
increase cash flow generation to reduce debt in the coming year.
Fitch believes that financial restructuring options will be
explored, which could be a detriment to the bondholders.


LIFEPOINT HOSPITALS: S&P Ups Rating to BB over Improved Profile
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on LifePoint Hospitals Inc. to 'BB' from 'BB-'. At the same
time, LifePoint's senior secured bank loan rating has been raised
to 'BB+' from 'BB'. The new outlook is stable.

LifePoint's bank facility is rated one-notch above the corporate
credit rating. Standard & Poor's believes the value of the pledged
collateral offers a strong likelihood of full recovery of bank
debt in the event of default.

"The ratings upgrade reflects the significant improvement in the
company's credit profile," said credit analyst David Peknay. "The
upgrade also reflects Standard & Poor's belief that LifePoint will
be able to sustain its improved cash flow and credit protection
measures considering the currently favorable reimbursement
environment. Total debt outstanding as of Sept. 30, 2003, was $250
million."

The speculative-grade ratings reflect LifePoint Hospitals Inc.'s
limited size and its potential for operating vulnerability due to
industry risks. The ratings also reflect the company's recent
acquisition activity and potential for more aggressive activity to
hurt the company's future financial profile. These factors are
modestly offset by leading positions in the small markets it
serves.

Brentwood, Tennessee-based LifePoint owns and operates 28
hospitals in non-urban communities. The majority of the facilities
are located in the Southeast, with Tennessee and Kentucky
accounting for about 50% of the company's total bed capacity.
LifePoint's hospitals are typically the sole facilities in the
markets they serve. LifePoint has demonstrated success in its
efforts to aggressively recruit physicians and enhance services to
address a typical problem of patient migration from its markets to
other localities.

The company has pursued a disciplined acquisition strategy, using
a combination of equity, low-cost debt, and free cash flow, to
fund about $190 million of acquisitions since 2001. During that
time, and despite its acquisition activity, the company's efforts
to improve both its operating performance and credit protection
measures have been successful.


LMIC INC: Capital Deficits and Losses Raise Going Concern Doubt
---------------------------------------------------------------
Cheshire Distributors, Inc., a Delaware Company, changed its name
to LMIC, Inc. and completed a reverse acquisition with Linsang
Manufacturing, Inc. on July 17, 2003. The Company's consolidated
financial statements contain the historical results of LMI, the
operating Company, and the results of operations of the combined
entities from July 17, 2003 through September 30, 2003. The
stockholders' equity (deficiency) has been restated to give effect
to recapitalization and reverse acquisition transactions.

The Company provides a full range of engineering, design and
manufacturing services, including product development and design,
materials procurement and management, prototyping, manufacturing
and assembly, systems integration and testing, and after-market
support.

Manufacturing services are provided either on a turnkey basis,
where LMIC procures materials required for product assembly, or on
a consignment basis, where the customer supplies the material
necessary for product assembly. In both cases, the Company
provides materials warehousing and management services, in
addition to manufacturing.

The financial statements have been prepared on a going concern
basis. However, the Company has sustained substantial operating
losses in recent years. At September 30, 2003, current liabilities
exceed current assets and total liabilities exceed total assets.
These factors raise substantial doubt about the Company's ability
to continue as a going concern. The recovery of assets and
continuation of future operations are dependent upon the Company's
ability to obtain additional debt or equity financing and its
ability to generate revenues sufficient to continue pursuing its
business purpose. The Company is actively pursuing financing to
fund future operations.

Net cash used in the nine months ended September 30, 2003 was
$2,743,003. This was primarily from a net loss of $3,824,720. Of
that loss, $1,058,993 was depreciation expense, $223,052 was
reduction in inventories and $423,063 from the increase in
accounts payable and accrued expenses. However, increasing
receivables by $110,142 and the increase in deferred revenue by
$633,596 as well as use of cash to increase other current items by
$62,150 offset those items. Net cash used in the nine months ended
September 30, 2002 was $5,228,120. This was primarily from a net
loss of $6,618,186. Of that loss, $1,087,679 was depreciation
expense, $499,317 was reduction in taxes receivable and $1,404,451
from the increase in accounts payable and accrued expenses.
However,  increasing receivables by $1,378,454 and the increase of
deferred revenue by $221,633 as well as use of cash to increase
other current items by $291,893 offset those items.

In the nine months ended September 30, 2003, net cash of
$1,877,190 was provided from the issue of convertible debt of
$698,004 and from the proceeds of the net of further debt issues
of $181,119 and the proceeds of capital transactions of $998,067.
In the nine months ended September 30, 2002, net cash of
$5,208,352 was provided from the issue of convertible debt of
$5,472,443 and provided from the issue of new common stock of
$580,524 and used to pay down debt of $921,322, as well as short
term financing of $76,707.


LOUISIANA-PACIFIC CORP: Modifies Tender Offer for 10.875% Notes
---------------------------------------------------------------
Louisiana-Pacific Corporation (LP) (NYSE:LPX) has modified its
pending tender offer (the "Offer") for any and all of its 10.875%
Senior Subordinated Notes due 2008 and the related consent
solicitation.

The Offer and Solicitation were originally structured to provide a
separate consent payment to all holders who granted consents in
the solicitation by December 2, 2003, conditioned upon receipt by
that date of sufficient consents to amend the indenture under
which the Notes were issued. Because the requisite number of
consents has not been received, LP has (a) extended the
Solicitation to expire simultaneously with the Offer (at 9:00 a.m.
EST on December 16, 2003, unless further extended) and (b) amended
the terms of the Solicitation to eliminate the payment of a
consent fee.

The amount payable for each $1,000 principal of Notes accepted by
LP for purchase pursuant to the Offer continues to be $1,170, plus
accrued and unpaid interest, and will be payable upon the terms
and subject to the conditions set forth in the Offer to Purchase
and Consent Solicitation Statement and the related Letter of
Transmittal and Consent, as amended or modified by this news
release. Although each holder who tenders Notes in the Offer will
now be deemed to have granted consents with respect to those Notes
in the Solicitation, no additional compensation will be paid for
such consents.

LP also announced that it has waived or modified the conditions to
the Offer so that the only conditions to the Offer are:

-- the holders of a majority in aggregate outstanding principal
   amount of the Notes not owned by LP or its affiliates having,
   prior to the expiration date of the Offer, validly tendered to
   the Depositary for the Offer, and not validly withdrawn, such
   Notes; and

-- there being no statute, rule, regulation, stay, judgment,
   order, decree or injunction be enacted, entered, issued,
   promulgated, enforced or deemed applicable by any court or
   other governmental authority that, in LP's reasonable judgment,
   would prohibit or prevent consummation of the Offer.

The withdrawal rights associated with the Offer and the
Solicitation have been modified so that Notes tendered may be
withdrawn at any time prior to 9:00 a.m. EST on December 10, 2003.
No withdrawals of tenders will be permitted thereafter.

Holders of Notes who have already validly tendered their Notes
pursuant to the procedures set forth in the Offer to Purchase and
Consent Solicitation Statement and the related Letter of
Transmittal and Consent are not required to take any further
action to effect a tender of their Notes. Holders of Notes who
wish to tender their Notes should use the Letter of Transmittal
and Consent in the form originally disseminated by LP for this
purpose.

LP does not make any recommendation as to whether or not any
Holder should tender Notes. Additional information concerning the
terms and conditions, and the procedure for tendering Notes may be
obtained from UBS Securities LLC, at 677 Washington Blvd.,
Stamford, Connecticut 06901, 203-719-4210 or toll-free 888-722-
9555, extension 4210, Attention: Liability Management Group.
Copies of the Offer to Purchase and Consent Solicitation Statement
and related documents may be obtained from D.F. King & Co., Inc.,
at 48 Wall Street, New York, New York 10005, 888-628-9011.

LP is a premier supplier of building materials, delivering
innovative, high-quality commodity and specialty products to its
retail, wholesale, homebuilding and industrial customers. Visit
LP's Web site at http://www.lpcorp.comfor additional information  
on the company.


                        *    *    *

Since May 2002, Louisiana-Pacific Corp.'s debt ratings fell into
the low-B levels:

     Debt Obligation                  S&P   Moody's  Fitch
     ---------------                  ---   -------  -----
     Senior Secured Debt              BB+     Ba1      NR
     Senior Unsecured Debt
        8-1/2% Notes due 2005         BB-     Ba1      NR
        8-7/8% Notes due 2010         BB-     Ba1      NR
     Subordinated Debt
        10-7/8% Notes due 2008        B+      Ba2      NR

"Management's desire to significantly reduce debt and focus on
businesses in which the company has competitive market and cost
positions should help stabilize credit quality and result in
acceptable performance throughout the business cycle," S&P said
last year.


MANITOWOC COMPANY: Terry D. Growcock Establishes 10b5-1 Plan
------------------------------------------------------------
The Manitowoc Company, Inc. (NYSE: MTW) announced that Terry D.
Growcock, chairman of the board and chief executive officer, has
adopted a written plan for the purpose of selling limited amounts
of his company stock.

The written plan was adopted in accordance with Rule 10b5-1 under
the Securities and Exchange Act of 1934. The plan provides Mr.
Growcock with a mechanism to fund the exercise of options and the
payment of taxes resulting from the exercise.

Sales under the plan will be made from time to time and will be
funded by the simultaneous exercise of stock options held by Mr.
Growcock. A total of 75,000 options have been dedicated to this
plan. The plan may not be revised for three months and any
revision must first be reviewed and approved by the Company.

The Manitowoc Company, Inc. (S&P, BB- Corporate Credit Rating,
Stable Outlook) is one of the world's largest providers of lifting
equipment for the global construction industry, including lattice-
boom cranes, tower cranes, mobile telescopic cranes, and boom
trucks. As a leading manufacturer of ice-cube machines,
ice/beverage dispensers, and commercial refrigeration equipment,
the company offers the broadest line of cold-focused equipment in
the foodservice industry. In addition, the company is a leading
provider of shipbuilding, ship repair, and conversion services for
government, military, and commercial customers throughout the
maritime industry.


MARINER HEALTH: Divests Two Nursing Facilities in Louisiana
-----------------------------------------------------------
Effective October 31, 2003, certain Mariner Health Care Inc.
subsidiaries entered into agreements to terminate their operation
of two skilled nursing facilities in Metairie and Waldon,
Louisiana and transfer those operations to a third party on or
about November 30, 2003, which is the same date that the related
lease agreements expire by their terms.  On November 7, 2003,
Mariner entered into a definitive agreement to sell its SNF
located in Jefferson, Louisiana to a third party for $5,000,000.  
The Jefferson sale transaction is expected to close by
November 30, 2003.  Coincident with the termination of the
Metairie and Waldon leases and the sale of the Jefferson SNF,
Mariner, through its operating subsidiaries, will no longer own
or operate SNFs in the state of Louisiana. (Mariner Bankruptcy
News, Issue No. 53; Bankruptcy Creditors' Service, Inc., 215/945-
7000)  


MERCURY AIR: Will Re-Audit Financials for FYs 2002 and 2001
-----------------------------------------------------------
The management of Mercury Air Group, Inc. (Amex: MAX; PCX) is
recommending to the Audit Committee of the Company's Board of
Directors that it engage its current independent public
accountants to re-audit Mercury's financial statements for
the fiscal years ended June 30, 2002 and 2001.  

The Company expects to complete the audit of its current year
financial statements and the re-audit of the prior two fiscal
years' financial statements in December 2003 and file its Annual
Report on Form 10-K for the period ended June 30, 2003 with the
Securities and Exchange Commission by December 31, 2003.  

The Company's 2003 10-K is expected to include a restated balance
sheet and restated statements of operations and cash flows for the
fiscal year ended June 30, 2002.  Management is currently not
aware of any items that would result in a restatement of the
financial statements for fiscal 2001. Accordingly, until the re-
audit is complete and the Company files its 2003 10-K with the
SEC, investors are cautioned not to rely on the financial
statements and the related Independent Auditors' Report for fiscal
years 2002 and 2001.

The recommendation to re-audit the prior years' financial
statements is being made as a result of certain findings made by
Company management and its current independent accountants during
the course of conducting the audit of the Company's financial
statements for fiscal year ended June 30, 2003 that is expected to
result in a restatement of the fiscal 2002 net earnings as
reported in the Company's Annual Report on Form 10-K for the
period ended June 30, 2002 as filed with the SEC.  Such  
restatement is expected to take the previously reported net income
from $5,033,000, or $1.53 and $1.50 per basic and diluted share,
respectively, to $4,387,000, or $1.34 and $1.31 per basic and
diluted share, respectively, a reduction of $646,000.  The issues
identified involve the following three transactions that are
expected to result in the restatement of the prior year's
financial statements: 1) a proposed retroactive rent increase for
one of the Company's warehouse facilities at the Los Angeles
International Airport; 2) additional compensation expense
associated with the 2002 Management Stock Purchase Plan; and 3)
the reversal of the sale leaseback accounting for the sale of a
building housing the Company's corporate headquarters and the
consolidation of the financial statements of CFK Realty Partners
LLC with the Company's financial statements starting in the
Company's third quarter of fiscal 2002.

It is anticipated that the Company's balance sheet as of June 30,
2002 will reflect the following restatements: 1) a reduction in
current assets of $1,414,000; 2) an increase in non-current assets
of $2,590,000; 3) a reduction in current liabilities of $163,000;
4) an increase in non-current liabilities of $1,407,000; and 5) a
reduction in stockholders' equity of $68,000.

On September 30, 2003, the Company announced preliminary net
losses for the three-month and twelve-month periods ended June 30,
2003 of $1,529,000 and $3,455,000, respectively.  As a result of
the expected restatement of fiscal 2002 results, the previously
announced preliminary net losses will be reduced by $601,000 and
$386,000, respectively, to result in restated net losses of
$928,000 and $3,069,000 for the three-month and twelve-month
period ended June 30, 2003, respectively.  The previously
announced preliminary net loss for the fourth quarter of fiscal
2003 reflected the full amount of the proposed retroactive rent
adjustment amounting to an after-tax net expense of $672,000.  The
restated preliminary net loss for the three-month and twelve-month
periods ended June 30, 2003 is due to the inclusion of the
proposed retroactive rent expense in fiscal 2002 restated results
and for each of the first three quarters of fiscal 2003.

There can be no assurance that additional items will not be
identified in connection with the re-audit nor can the Company
warrant that the re-audit will be completed to result in the
filing of the Company's 2003 10-K by December 31, 2003.

Los Angeles-based Mercury Air Group (Amex: MAX; PCX) provides
aviation petroleum products, air cargo services and
transportation, and support services for international and
domestic commercial airlines, general and government aircraft and
specialized contract services for the United States government.  
Mercury Air Group operates four business segments worldwide:
Mercury Air Centers, Inc., MercFuel, Inc., Maytag Aircraft
Corporation and Mercury Air Cargo, Inc.  For more information,
visit http://www.mercuryairgroup.com

                         *    *    *

As reported in Troubled Company Reporter's October 30, 2003
edition, Allied Capital Corporation (NYSE: ALD) acquired Mercury
Air's $24.0 million Senior Subordinated 12% Note Due December 31,
2005 from J.H. Whitney Co. Mezzanine Fund and has also entered
into a definitive agreement, subject to Mercury's stockholders'
approval, the completion of due diligence and regulatory agency
consents, for Allied to purchase 100% of the stock of Mercury Air
Centers, Inc., the wholly-owned subsidiary of Mercury Air Group
which provides fixed base operations at 19 locations throughout
the United States.

The Mercury FBO Sale provides for a purchase price of $70 million,
including an escrow relating to a lease extension, adjustments
related to certain capital investments made by Mercury, working
capital and other customary terms and conditions.  Upon completion
of the sale transaction, which is planned to occur by December 31,
2003, the new promissory note issued to Allied in replacement of
the Whitney Note, and other debt will be retired with the proceeds
from the Mercury FBO Sale.

As previously disclosed, Mercury was required to seek
opportunities for asset sales or refinancings to prepay all or
part of the $24.0 million Senior Subordinated 12% Note by
December 31, 2003.  Failure to make certain prepayments to Whitney
by such date would have required the issuance of up to 10% of the
Company's stock pursuant to warrants with a nominal exercise
price, as well as issuance of an additional note in the amount of
$5.0 million.  Under the provisions of the Allied Note these
penalty provisions were waived.  Allied, upon the acquisition of
the Whitney Note, also acquired detachable warrants to purchase
226,407 shares of Mercury's common stock from Whitney with Whitney
retaining the right to purchase 25,156 shares of Mercury's common
stock.  Mercury agreed to reduce the exercise price of these
warrants to $6.10 per share.


METROCALL INC: Will Redeem $20-Mil. of Series A Preferred Shares
----------------------------------------------------------------
Metrocall Holdings, Inc. (OTCBB:MTOH), a leading provider of
paging and two-way wireless messaging, announced that on January
6, 2004, it will make a $20 million redemption of 1,793,411
shares, representing approximately 43%, of its outstanding series
A preferred stock (series A preferred).

The per share redemption price will be approximately $11.15.
Following this redemption, the Company will have redeemed
approximately 3.6 million, or approximately 60%, of the aggregate
6 million series A preferred shares issued in connection with its
October 2002 reorganization. This voluntary redemption of shares
will be completed using $20 million in cash balances generated
from operations. Metrocall's current cash balances are in excess
of $32 million. Shares will be redeemed on a pro-rata basis from
all holders of record on December 2, 2003. After the redemption,
Metrocall will have approximately 2.4 million shares of its series
A preferred stock outstanding with an aggregate liquidation
preference of approximately $26.7 million.

The payment follows an initial $20 million redemption of series A
preferred completed on September 30, 2003 and the retirement in
full of approximately $81.5 million aggregate principal amount of
Metrocall's long-term debt securities completed on June 30, 2003.

Additionally, Metrocall's board of directors has declared a
dividend on the series A preferred stock of approximately $0.42
per share, payable December 31, 2003, to holders of record on
December 15, 2003. Please refer to the Company's most recent
report on Form 10-Q, annual report on Form 10-K and proxy
statement for details on these securities.

"We are pleased with the progress we have made over the last
year," stated Vincent D. Kelly, Metrocall President & CEO. "During
2003 we paid off all of our long-term debt securities, have made
significant progress in redeeming our preferred stock and
announced the asset acquisition of Weblink Wireless. During 2004
we expect to redeem the remaining 2.4 million shares of
outstanding series A preferred stock by continuing our focus on
cash flow generation."

Metrocall Wireless, Inc., headquartered in Alexandria, Virginia,
is a leading provider of paging products and other wireless
services to business and individual subscribers. In addition to
its reliable, nationwide one-way networks, Metrocall's two-way
network has the largest high-powered terrestrial ReFLEX footprint
in the United States with roaming partners in Canada, Mexico, the
Caribbean, Central and South America. Metrocall Wireless is the
preferred ReFLEX wireless data network provider for many of the
largest telecommunication companies in the United States that
source virtual network services and resell under their own brand
names. In addition to traditional numeric, one-way text and two-
way paging, Metrocall also offers wireless e-mail solutions, as
well as mobile voice and data services through AT&T Wireless and
Nextel. Also, Metrocall offers Integrated Resource Management
Systems with wireless connectivity solutions for medical,
business, government and other campus environments. Metrocall
focuses on the business-to-business marketplace and supports
organizations of all sizes, with a special emphasis on the medical
and government sectors. For more information on Metrocall please
visit its Web site and on-line store at http://www.metrocall.com  

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

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

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

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


MILACRON INC: Bank Group Relaxes Key Terms of Credit Agreement
--------------------------------------------------------------
Milacron Inc. (NYSE: MZ), a leading supplier of plastics
processing equipment and supplies and industrial fluids, announced
its principal bank group has agreed to amend and relax certain
terms of its revolving credit facility.

Under the agreement, the company's minimum EBITDA (earnings before
interest, taxes, depreciation and amortization) requirement has
been lowered for the fourth quarter, and the group has waived a
$10-million reduction in the maximum amount available for
borrowing, which was due to occur on December 15.

"Our bank group has been very supportive and continues to provide
us with the flexibility we need," said Milacron chairman,
president and chief executive officer Ronald D. Brown. "This
amendment enables us to move forward and focus our efforts on
putting in place more permanent financing for our short-term and
our long-term debt. It also comes at a good time, as we are now
experiencing an upturn in orders for our industrial fluids and in
the non-machinery portion of our plastics technologies
businesses."

In the newly amended revolving credit agreement, the covenant
specifying minimum levels of cumulative EBITDA (including
adjustments as defined in the agreement) has been relaxed by $4
million for the fourth quarter, and the maximum available for
borrowing remains capped at $65 million, of which $54 million is
currently utilized. The availability of the remaining $11 million
is subject to certain restrictions based primarily on the
company's cash position. In addition, Milacron currently has in
excess of $60 million cash on hand.

The new amendment, which contains additional minor changes, is
being filed today with the Securities and Exchange Commission. The
revolving credit facility, as before, is due to expire on March
15, 2004. Milacron's principal bank syndicate includes Deutsche
Bank, arranger and administrative agent, and PNC Bank,
documentation agent.

First incorporated in 1884, Milacron (S&P, B- Corporate Credit
Rating, Negative) is a leading global supplier of plastics-
processing technologies and industrial fluids, with about 3,500
employees and major manufacturing facilities in North America,
Europe and Asia. For further information, visit
http://www.milacron.com


MIRANT CORP: Wants Go-Signal to Assign Contracts to Mirant Asia
---------------------------------------------------------------
In November 2000, Mirant Corporation, then called Southern
Energy, Inc., through a related entity organized under the laws
of the Republic of the Philippines, Mirant Diamond Holding Corp.,
acquired equity ownership of a portion of KEPCO Ilijan
Corporation.  KEILCO, organized under the laws of the
Philippines, was established to develop, construct, own and
operate a 1,251 megawatt natural gas-fired combined cycle
generating plan with diesel fuel fire capability located in
Ilijan, Batangas City, Philippines.

Robin Phelan, Esq., at Haynes and Boone LLP, in Dallas, Texas,
relates that Mirant indirectly owns Mirant Asia Pacific Limited,
a non-debtor, which owns part of non-debtor Mirant Diamond.  In
connection with that ownership, Mirant and others executed a
Shareholders' Agreement dated as of November 9, 2000, setting
forth the rights and obligations of the parties relating to the
ownership interests in KEILCO.  Mirant is not a direct
shareholder of KEILCO but executed the Shareholders' Agreement as
a "Sponsor" to guarantee Mirant Diamond's payment obligations
under the Shareholders' Agreement.

On November 10, 2000, Mirant, Mirant Diamond and certain
financial institutions providing project financing to the Ilijan
Project entered into a Funding and Support Agreement, pursuant to
which Mirant was jointly and severally liable with Mirant Diamond
to make specified equity and cost contributions to the Ilijan
Projects.

Separately, Korea Electric Power Corporation, another indirect
owner of KEILCO, agreed to fund 100% of any draw on the
performance security under a separate operation and maintenance
agreement procured for KEILCO's benefit so long as Mirant
reimburses Korea Electric 30% of the amount it funds pursuant to
the operation and maintenance agreement.  Accordingly, Mirant and
Korea Electric executed a separate Reimbursement Sharing
Agreement on November 9, 2000.  The Reimbursement Agreement
provides for the reimbursement and capping of Mirant's maximum
payments at $21,600,000 in the aggregate.

Mr. Phelan notes that the Reimbursement Agreement contemplates
the transfer of Mirant's rights and obligations under it to a
person to whom Mirant is permitted to transfer its rights and
obligations under the Funding Agreement, without Korea Electric's
consent, provided that Korea Electric is duly notified of the
transfer.  Mirant Asia is a person to whom Mirant is permitted to
transfer its rights and obligations under the Funding Agreement.

Also, the Funding Agreement contemplates the transfer of Mirant's
rights and obligations under the Funding Agreement to Mirant
Asia.  Accordingly, on July 11, 2003, Mirant assigned its
obligations under the Funding Agreement to Mirant Asia under the
terms of an Assignment and Assumption Agreement.

Mr. Phelan informs Judge Lynn that prior to the Petition Date,
Mirant was in the process of drafting an Assignment and
Assumption Agreement to assign its obligations under the
Reimbursement Agreement to Mirant Asia and a separate Assignment
and Assumption Agreement to assign its obligations under the
Shareholders' Agreement to Mirant Asia.  However, Mr. Phelan
points out that the Debtors filed for Chapter 11 protection
before Mirant was able to execute the two Assignment Agreements.

Mr. Phelan reports that Mirant Asia previously agreed to assume
Mirant's obligations under the Contracts and this position has
not changed.  Mirant Asia is a well-funded corporation with
$3,300,000,000 total consolidated assets and total unrestricted
cash and cash equivalents of $287,000,000 as of August 31, 2003.

Accordingly, the Debtors ask the Court, pursuant to Sections
365(a) and (f) of the Bankruptcy Code, to authorize Mirant to
assume then assign to Mirant Asia its obligations and rights
under the Reimbursement Agreement and the Shareholders' Agreement
relation to KEILCO.

Mr. Phelan explains that the assumption and assignment is
warranted in this instance because:

   (a) the Reimbursement Agreement does not entitle Mirant to
       any benefit, but imposes potentially significant
       financial reimbursement obligations upon it;

   (b) Mirant, being only a "Sponsor," does not have any
       substantial rights under the Shareholders' Agreement;

   (c) the transfers ensures that Mirant's Chapter 11 filing
       does not adversely impact the Ilijan Project, while at
       the same time preserve the value of Mirant's indirect
       ownership interests in regard to that project for the
       estate;

   (d) Mirant Asia has enough cash and assets to provide
       adequate assurance of future performance under the
       Contracts; and

   (e) the assignment of the contracts will not affect Mirant's
       indirect ownership interest in Mirant Diamond and KEILCO
       as the original chain of ownership will be preserved.

According to Mr. Phelan, the proposed assumption and assignment
of the Contracts is the last of a number of assignments Mirant
initiated to transfer all of its obligations, rights and
liabilities related to the Ilijan Project to Mirant Asia. (Mirant
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


MSX INT'L: Names Robert Netolicka as Chief Executive Officer
------------------------------------------------------------
MSX International, Inc. announced that Robert Netolicka will
become president and chief executive officer on January 1, 2004.  

Thomas T. Stallkamp, vice chairman and current chief executive
officer, will become chairman of the board of directors.  Erwin H.
"Bill" Billig, the current chairman, will continue as a member of
the board and special advisor to the company.

Robert Netolicka joined MSXI on June 1, 2003 as president and
chief operating officer with responsibility for the company's
worldwide operations. Prior to MSXI, he served 30 years with
Johnson Controls in key leadership assignments in Asia Pacific,
Europe and North America.  Most recently, he had led their non-
automotive service management business as president, Integrated
Facilities Management.

"Robert has moved swiftly to realign our organization, reduce our
cost infrastructure and broaden our growth potential beyond our
traditional customer base.  I have every confidence he will lead
MSXI to greater success and prosperity in the years ahead,"
commented Tom Stallkamp.  "In my new position, I will continue to
assist the company with strategic issues and guidance in support
of our customers."

Netolicka stated, "I greatly appreciate the support of our Board,
and I am encouraged about MSXI's exciting prospects for growth.  
Our various business services offerings appeal to a wide variety
of companies looking to reduce their costs and gain competitive
advantage."

MSX International (S&P, B Corporate Credit Rating, Negative),
headquartered in Southfield, Mich., is a global provider of
technical business services.  The company combines innovative
people, standardized processes and today's technologies to deliver
a collaborative, competitive advantage.  MSX International has
7,000 employees in 25 countries.  Visit their Web site at
http://www.msxi.com
    

NATIONAL BENEVOLENT: Fitch Downgrades $149MM Debt Rating to DDD
---------------------------------------------------------------
Fitch Ratings downgrades NBA's $149 million outstanding debt to
'DDD' from 'B-'. A 'DDD' rating indicates default and entities
rated in this category have defaulted on some or all of their
obligations. Entities rated 'DDD' have the highest prospect for
resumption of performance or continued operation with or without a
formal reorganization process. However, expected recovery values
are highly speculative and cannot be estimated with any precision.
The bonds remain on Rating Watch Negative.

The downgrade is a result of NBA's failure to make bond payments
due Dec. 1, 2003. These payments totaled approximately $2.5
million of principal and interest on some fixed-rate debt and
approximately $7.8 million of variable-rate debt, which was the
first scheduled installment of eight equal payments over 24 months
due to KBC (KBC currently holds approximately $63 million in
variable-rate bonds). Fitch notes that NBA's debt service reserve
fund will most likely be tapped in order to make the fixed-rate
bond payment. Fitch is still unaware of any restructuring plan
with NBA's creditors. According to representatives for NBA,
negotiations and discussions are still ongoing. Obtaining
information on this matter has been extremely difficult due to a
confidentiality agreement between KBC, NBA, UMB and its
representatives, other letter of credit participants, and some
fixed-rate bondholders. It is unclear whether KBC or the fixed-
rate bondholders will extend their deadlines or demand immediate
payment. It is Fitch's opinion that any acceleration and
attachment of the debt will force NBA to seek bankruptcy
protection.

Fitch notes that NBA has settled its lawsuit with Bank of America
for $3.8 million or 65% of the contested termination payment. The
settlement has already been paid from NBA's unrestricted cash.
This event has not triggered an acceleration of bond payments by
the fixed or variable-rate bond holders. Fitch notes that there
could be some significance to the negotiated payment to BOA as it
could relate to a workout plan regarding total outstanding debt
with remaining bondholders and creditors. However, no such plan
has been mentioned or presented to Fitch.

Based on nine-month interim statements from Sept. 30, 2003, NBA
had approximately $77.6 million in unrestricted cash (190 days
cash on hand). Although some operating improvements have been made
year-to-date, NBA's liquidity ratios continue to decline as
sizable operating losses are eroding the balance sheet. Through
the nine-month interim period, NBA has lost approximately $12.7
million from operations, compared to $21 million loss in fiscal
2002, which translates into a negative 11.7% operating margin and
weak debt service coverage of 0.2 times.

Fitch will continue to closely monitor the situation and further
comment on NBA's rating and outlook as information becomes
available.

Headquartered in St. Louis, MO NBA provides services to the
elderly, children, and the developmentally disabled. The NBA was
created in 1887 and currently operates 94 facilities and programs.
The obligated group includes 22 operating facilities located in 13
states that care for approximately 9,000 individuals, accounting
for the vast majority of consolidated financial operations. In
fiscal 2002, NBA reported total revenues of $137.6 million.

                         Outstanding Debt

-- $9,650,000 Jacksonville Health Facilities Authority industrial
   development revenue bonds (NBA--Cypress Village Florida
   Project), series 2000A;

-- $10,080,000 Colorado Health Facilities Authority revenue bonds
   (NBA--Village at Skyline Project), series 2000C;

-- $9,390,000 Colorado Health facilities Authority revenue bonds
   (NBA-Village at Skyline Project), series 1999A;

-- $3,980,000 Oklahoma County Industrial Authority health care
   revenue bonds (NBA - Oklahoma Christian Home Project), series
   1999;

-- $2,695,000 Health and Educational Facilities Authority of the
   State of Missouri health facilities refunding and improvement
   revenue bonds (NBA - Central Office Project), series 1999;

-- $15,145,000 Colorado Health Facilities Authority health
   facilities revenue bonds (NBA - Village at Skyline Project),
   series 1998B;

-- $10,715,000 Colorado Health Facilities Authority health
   facilities refunding revenue bonds (NBA - Multi-state Issue),
   series 1998A;

-- $5,935,000 Iowa Finance Authority health facilities revenue
   bonds (NBA - Ramsey Home Project), series 1997;

-- $2,235,000 Oklahoma County Industrial Authority health care
   refunding revenue bonds (NBA - Oklahoma Christian Home
   Project), series 1997;

-- $2,160,000 Health and Educational Facilities Authority of the
   State of Missouri health facilities revenue bonds (NBA -
   Woodhaven Learning Center Project), series 1996A;

-- $625,000 Colorado Health Facilities Authority tax-exempt health
   facilities revenue bonds (NBA - Colorado Christian Home
   Project), series 1996A;

-- $2,650,000 Illinois Development Finance Authority health
   facilities revenue bonds (NBA - Barton W. Stone Christian Home
   Project), series 1996; --$4,485,000 Colorado Health Facilities
   Authority Health Facilities Authority Tax-exempt health
   facilities revenue bonds (NBA - Village at Skyline Project),
   series 1995A;

-- $4,655,000 Jacksonville (FL) Health Facilities Authority
   industrial development revenue bonds (NBA - Cypress Village
   Florida Project), series 1994;

-- $3,645,000 Health and Educational Facilities Authority of the
   State of Missouri health facilities revenue bonds (NBA - Lenoir
   Retirement Community Project), series 1994;

-- $8,015,000 Jacksonville (FL) Health Facilities Authority
   industrial development revenue bonds (NBA - Cypress Village
   Florida Project), series 1993;

-- $23,950,000 Jacksonville (FL) health facilities authority
   revenue refunding bonds (NBA - Cypress Village Florida
   Project), Series 1992;

-- $22,590,000 City of Indianapolis, Indiana economic development
   refunding and improvement revenue bonds (NBA - Robin Run
   Village Project), series 1992;

-- $4,485,000 Industrial Development Authority of Cass County,
   Missouri industrial revenue refunding bonds (NBA - Foxwood
   Springs Living Center Project), series 1992;

-- $1,850,000 Bexar County (TX) Health Facilities Development
   Corp. Tax-exempt health facilities revenue bonds (NBA - Patriot
   Heights Project), series 1992B.


NAT'L WATERWORKS: S&P Affirms Low-B Ratings with Stable Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit and senior secured bank loan ratings on water and
wastewater transmission distributor National Waterworks Inc. At
the same time, Standard & Poor's affirmed its 'B' subordinated
debt ratings on the company. All ratings were removed from
CreditWatch, where they were placed on Oct. 29, 2003, when the
company announced its intention to make a $110 million onetime
dividend payment to its sponsors.

The outlook is stable. The company, the largest distributor of
water products in the U.S., had about $445 million of total rated
debt outstanding as of Sept. 30, 2003.

The ratings actions reflect the company's withdrawal of a consent
solicitation to amend a covenant in NWI's subordinated bond
indenture to allow for the payment of the dividend. However, the
company plans to continue to consider payment of a special
dividend to the extent permitted by the indenture governing the
subordinated notes. In addition, payment of dividends will be
subject to certain financial ratio tests as well as maximum
amounts allowable under the company's $75 million revolving credit
facility.

"While we see potential for future distributions and/or niche
acquisitions, we expect NWI to maintain a financial profile that
remains within levels acceptable for the rating," said Standard &
Poor's credit analyst Linli Chee.

With annual sales of about $1.1 billion, NWI remains the leading
distributor of products used to build and repair water and sewer
systems in the U.S. While barriers to entry are fairly low, the
company benefits from the economies of scale that come with a
strong market share (20%) in an industry that is highly fragmented
and dominated by small regional distributors. The company's
markets are expected to remain mixed in the coming year as
residential activity may slow slightly from 2002 highs, influenced
by rising interest rates.


ORTHOFIX: S&P Rates Corporate Credit & Bank Loan Ratings at BB-
---------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to orthopedic product manufacturer Orthofix
International N.V. Standard & Poor's also assigned its 'BB-'
senior secured bank loan rating to Colgate Medical Ltd.'s proposed
$125 million bank facility, which consists of a $15 million, five-
year, revolving credit facility and a $110 million term loan
maturing in 2008. Colgate Medical is a holding company owned by
Orthofix International N.V., its parent company. The outlook is
stable.

The proposed debt, cash, and $28 million of equity will be used to
purchase Breg Inc., a leading manufacturer of orthopedic bracing
and cold therapy products for $150 million. Although the rated
debt will be obligations of holding company Colgate Medical, the
acquisition will be executed by Orthofix Inc., the U.S. operating
company. Colgate Medical will own both Orthofix Inc. and Breg Inc.

After the transaction, Colgate's total debt outstanding will be
approximately $110 million.

"The speculative-grade ratings are based on the company's niche
product lines and highly competitive markets, factors partially
offset by its diverse revenue stream and relatively low leverage,"
said Standard & Poor's credit analyst Jordan C. Grant.

Charlotte, North Carolina-based Orthofix Inc. is a leading
provider of minimally invasive medical devices for the orthopedic
rehabilitation and trauma markets. Orthofix has leading positions
in the fast growing bone growth stimulation market, the specialty
external fixation market, and the vascular therapy market. The
acquisition of Breg will add bracing, cold therapy, and pain
management products to Orthofix's offerings. Strong patent
protection limits the number of participants in the BGS market,
Orthofix's largest product segment. Many of its other product
lines, while profitable, are relatively small and so less
attractive to large companies.

Still, the BGS market, which will account for about 35% of revenue
pro forma for the transaction, is competitive. Orthofix must vie
for market share against well-entrenched players with similar
technology. And while the electrical stimulation segment of the
market is well protected by patents that serve as a barrier to
competitors' entry into the market, the company is somewhat
vulnerable to competition from larger players. Medtronic Inc. (AA-
/Stable/A-1+) and Stryker Corp. (A-/Stable/--) are in the process
of developing bone growth stimulation gels, which may be available
in the next few years. These gels would be applied directly to
fractures and may lessen the need for electrical growth
stimulators often used when bones do not heal adequately after
surgery. Moreover, external fixation devices--Orthofix's second-
largest segment, which will account for about 25% of revenues
after the acquisition--are also manufactured by much larger
companies. While Orthofix specializes in a niche segment of the
external fixation market, increased competition is possible.

Nevertheless, despite strong competition, the combined entity will
manufacture products in at least five different markets, which
will reduce the risks associated with drastic changes in
technology. The company's customer base is also fairly well
diversified, both by payor type and geography, which helps to
lessen the risk of adverse reimbursement developments. Medicare
and Medicaid will account for less than 10% of the company's payor
mix, and international sales will account for more than 25% of
revenue after the transaction is completed.


OWENS CORNING: Seeks to Block Chapter 11 Trustee Appointment
------------------------------------------------------------
Norman L. Pernick, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, representing the Owens Corning Debtors asserts that the
request for the appointment of the Chapter 11 Trustee (by the
Creditors' Committee) is all about tactics and nothing about
merits.  Since the Petition Date, the Debtors engaged in extensive
efforts to resolve their cases consensually, primarily through
negotiation sessions with their creditor constituencies, mediation
sessions, an extensive and broad reaching "Inter-Creditor Project"
and Court-supervised settlement conferences.  After initial
settlement efforts were unsuccessful, the Debtors filed their
first plan of reorganization on January 17, 2003, with the
Official Committee of Asbestos Claimants and the Legal
Representative for Future Claimants as co-plan proponents.

The Plan Proponents continued to act appropriately and "dual
track" their approach to these cases -- pursuing settlement on
the one hand but also, in furtherance of the Debtors' duties to
their estates as a whole to move these cases towards emergence,
pursuing confirmation of a confirmable plan of reorganization.

The Bank Group and its surrogate, the Creditors Committee, are
dissatisfied with the Plan and recently stated publicly that they
will not settle.  Instead, they embarked on a guerilla-like
campaign to oppose it, having filed in short succession a barrage
of motions and lawsuits, all with the obvious purpose of
derailing or at least severely delaying these bankruptcy
proceedings.

A consistent theme emerged, Mr. Pernick notes.  The Creditors
Committee and the Bank Group apparently believe that anyone,
including a judge, should be recused or replaced if they do not
ascribe to the Creditor Committee's philosophy.  Not
surprisingly, the Creditor Committee's and Bank Group's new
offensive was launched soon after it became clear to them that
their delaying tactics were close to exhaustion:

   (1) the voluminous objections to the Debtors' disclosure
       statement and voting procedures that they asserted
       from June through October had been or were about to be
       overruled and a disclosure statement likely was about to
       be conditionally approved by the Court; and

   (2) the Creditors Committee's and Bank Group's numerous
       requests for a deferral of the Plan process in
       anticipation of potential asbestos legislation were going
       to continue to be denied by the Court.

Among other things, the Creditors Committee and the Bank Group
combined to file or orchestrated the filing of:

   (1) a $650,000,000 "constructive trust" complaint against the
       Debtors;

   (2) a complaint against a group of present and former officers
       and directors of the Debtors in New York State court;

   (3) a motion to recuse District Judge Wolin;

   (4) an Emergency Petition for Writ of Mandamus seeking to
       recuse Judge Wolin;

   (5) a motion to "Eradicate Structural Conflicts Between
       Asbestos Law Firms" on the alleged grounds that attorneys
       serving on the Official Committee of Asbestos Claimants
       have conflicts of interest; and

   (6) objections to the Debtors' proposed voting procedures.

Additionally, the Creditors Committee seeks the appointment of a
trustee to displace the Debtors' management and, and attempts to
launch an inappropriate preemptive pre-confirmation hearing
attack on the Debtors' present and future asbestos claims.  The
Creditors Committee alleges that the appointment of a trustee is
warranted because the Debtors' actions in these cases supposedly
reflect an attempt to "curry favor" with the Asbestos Creditors,
in violation of their fiduciary duty.  The asserted motivation
for the Debtors' alleged breach of fiduciary duty is "personal
gain" -- asserted promises of employment for the Debtors'
management team post-confirmation and the employee and management
incentive programs contained in the Plan.  In a telling but
consistent move, Mr. Pernick points out that the Creditors
Committee provides no facts in support of these assertions.  In
fact, these assertions appear to be merely a pretext to support a
far-reaching fishing expedition as part of the Creditor
Committee's and Bank Group's scheme to find a much-needed
alternative avenue to impede or at least delay Plan confirmation.  
Indeed, the existing factual record supports that as a more
plausible basis for the Creditors Committee's Motion -- the very
management that the Creditors Committee now seeks to replace on
the eve of approval of a disclosure statement is the same
management that the Committee recently agreed should be the
subject of a "Corporate Incentive Plan" and a "Long Term
Incentive Plan."

Whatever the motives of the Creditors Committee may be, Mr.
Pernick relates, the record in these cases over three years
conclusively demonstrates that the actions and strategic
decisions taken by the Debtors have been the product of the
reasonable exercise of their business judgment, in full
compliance with all fiduciary duties, and not in exchange for
some unsubstantiated promise of personal gain.  The fact that the
Creditors Committee disagrees with the Debtors' decisions,
particularly given the lack of any proffered evidence in support
of their theory, does not constitute grounds for the appointment
of a Chapter 11 trustee.

According to Mr. Pernick, the appointment of a trustee is an
extraordinary remedy that is appropriate only where the moving
party can meet stringent requirements imposed by the Bankruptcy
Code and applicable case law.  The appointment of a trustee is a
disfavored remedy to be exercised in only the most dire and
extraordinary circumstances, as seen in cases in In re Marvel
Entertainment Group, Inc., 140 F.3d 463, 471 (3d Cir. 1998);
Official Committee of Asbestos Personal Injury Claimants &
Official Committee of Asbestos Property Damage Claimants v Sealed
Air Corp (In re W.R. Grace & Co.), 285 B.R. 148, 158 (Bankr. D.
Del. 2002).

Mr. Pernick argues that the appointment of a Chapter 11 trustee
would not provide any material benefit to these cases but would
in fact cause serious detriment.  There is no reason to believe
that a trustee would be any more able to resolve the parties'
differences than have Judge Wolin, Judge Fitzgerald or the Court-
appointed mediator, Prof. Francis McGovern.  Mr. Pernick believes
that the appointment of a trustee would certainly create
significant delays to permit the trustee and his or her
professionals to become familiar with the Debtors' businesses and
employees and to meet with vendors, creditors and other parties-
in-interest.

Moreover, Mr. Pernick asserts that these facts warrant the denial
of the trustee appointment:

   -- the appointment of a trustee for these cases would be
      prohibitively expensive;

   -- the appointment would cause incalculable harm to the
      Debtors' overall value and position in the marketplace
      and would seriously impair the Debtors' carefully
      maintained relationships with key customers, vendors and
      employees in what is under the current circumstances a
      very healthy business; and

   -- the appointment would result in severe loss of key
      management and non-management employees, as well as a
      serious deterioration in the value of the Debtors'
      businesses;

Accordingly, the Debtors ask the Court to deny the Creditors
Committee's request. (Owens Corning Bankruptcy News, Issue No. 63;
Bankruptcy Creditors' Service, Inc., 215/945-7000)   


PACIFIC GAS: Urges CPUC to Adopt Settlement Pact Without Changes
----------------------------------------------------------------
Gordon R. Smith, Pacific Gas and Electric Company's president and
chief executive officer, urged the California Public Utilities
Commission to approve -- without change -- the proposed settlement
agreement reached between PG&E and the CPUC staff.

"The proposed settlement agreement represents the only consensual
means of putting the disputes related to the energy crisis behind
us and moving to a more secure future for our customers, employees
and investors alike," said Smith.  "The proposed settlement
presents a unique opportunity to close a difficult chapter in
California's energy history.

"It is only a slight exaggeration to say that the entire financial
world is watching us today, and will be watching which road you
choose to take.  The financial markets hope and expect you to
continue restoring the credibility of California regulation."

In remarks at this morning's CPUC hearing on the recent proposed
decisions in the utility's Chapter 11 proceeding, Smith
highlighted some of the important benefits of the proposed
settlement agreement reached with the CPUC staff in June 2003,
including:

    -- A rate decrease for customers:  Beginning on January 1,
       2004, customers will have their electricity rates reduced
       by more than $600 million with the opportunity for
       additional rate reductions in the future.  (In their
       proposed decisions, both Commission President Michael
       Peevey and the CPUC administrative law judge noted that the
       rate reduction provisions of the proposed settlement are
       fair, reasonable and in the public interest.)

    -- Environmental benefits, including the protection of the
       140,000 acres of sensitive watershed lands surrounding the
       company's hydroelectric facilities.  (A number of
       organizations have announced their support for the
       environmental agreement, including the California
       Hydropower Reform Coalition, the California Farm Bureau,
       and the State Water Resources Control Board.)

Restoration of PG&E's financial health and investment grade credit
rating to allow the company to access the capital markets in order
to finance, at historically low interest rates, the infrastructure
improvements and long-term procurement of natural gas and
electricity needed to support California's economy.

Pending the Commission's vote and the confirmation of the
associated plan of reorganization by the federal bankruptcy court
expected this month, the company has targeted the end of the first
quarter of 2004 for its exit from Chapter 11.  Emerging as an
investment grade utility would allow the company to take advantage
of historically low interest rates as it finances the new debt,
which experts have projected will save customers over $2.1 billion
in lower interest costs over the next 10 years alone.

In addition to the endorsement of the Official Committee of
Unsecured Creditors, the proposed settlement agreement received
the support of more than 97 percent of the voting creditors.

"Rejection of the settlement, or a substantive modification, would
be a return to prolonged litigation over the past, and represent a
devastating blow to California's efforts to restore its
credibility in financial markets," added Smith.  "We are not
prepared to support any settlement except the proposed settlement
agreement we negotiated with your staff under the supervision of
Judge Newsome.

"[Tues]day, we have a chance to put the energy crisis behind us,
and to put PG&E back on track toward achieving the goals we
mutually set for ourselves -- to ensure safe and reliable service
to customers at reasonable rates -- and under a system of public
utility regulation that is balanced, stable and respected across
the country and the world," concluded Smith.

On December 8, PG&E along with the other parties will file
comments on the proposed decisions and the full Commission is
scheduled to take up the proposed settlement at its December 18th
meeting.  The Bankruptcy Court confirmation trial concluded last
Monday, three weeks earlier than expected, and the Court has
indicated it intends to issue a decision before December 18.


PG&E NAT'L: NEG Solicitation Exclusivity Intact Until March 19
--------------------------------------------------------------
Pursuant to Section 1121(d) of the Bankruptcy Code, and in
consideration to any amendments or modifications of National
Energy & Gas Transmission, Inc.'s reorganization Plan, Judge
Mannes extends NEG's Exclusive Solicitation Period to March 19,
2004. (PG&E National Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 215/945-7000)    


QUINTEK TECHNOLOGIES: Secures $500K Financing from KMVI, LLC
------------------------------------------------------------
Quintek Technologies, Inc. (OTCBB:QTEK) has closed on a $500,000
financing from KMVI, LLC, a management company operating
businesses that generate over $150 million per year in revenues.

The financing comes in the form of a loan that may become
convertible into stock in the future. The conversion price on the
loan has been fixed at the time of investment.

Robert Steele, President and CEO of Quintek commented, "This is
yet another huge vote of confidence in Quintek from KMVI. This
financing will allow us to aggressively expand our sales and
marketing initiatives and develop new streams of revenue." Steele
added, "We are highly confident that we have put in place the
needed ingredients to succeed in this industry."

Andrew Haag, CFO of Quintek added, "Our efforts to date
restructuring this Company have made us a more attractive
candidate for investors, which is evidenced by our ability to
secure this round of financing." Haag continued, "What management
has accomplished over the last 9 months has set the stage for a
sustainable growth phase. As we enter this phase we believe that
we will continue to become an even more attractive investment for
individuals and institutions alike." He further stated, "We feel
strongly that Quintek will emerge as a leader in its industry and
continue to attract new partners."

Quintek is the only manufacturer of a chemical-free desktop
microfilm solution. The company currently sells hardware, software
and services for printing large format drawings such as blueprints
and CAD files (Computer Aided Design), directly to microfilm.
Quintek does business in the content and document management
services market, forecast by IDC Research to grow to $24 billion
by 2006 at a combined annual growth rate of 44%. Quintek targets
the aerospace, defense and AEC (Architecture, Engineering and
Construction) industries.

Quintek's printers are patented, modern, chemical-free, desktop-
sized units with an average sale price of over $65,000.
Competitive products for direct output of computer files to
microfilm are more expensive, large, specialized devices that
require constant replenishment and disposal of hazardous
chemicals.

The company's June 30, 2003, balance sheet discloses a total
shareholders' equity deficit of about $1.3 million.


RAINBOW MEDIA: S&P Rates $775 Million Bank Facilities at BB+
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to Rainbow Media Holdings LLC. In addition, a 'BB+'
bank loan rating was assigned to Rainbow's $775 million in amended
and restated secured bank loan facilities (based on preliminary
information and subject to receipt of the final bank loan
documents). These ratings were simultaneously placed on
CreditWatch with negative implications. The bank loan is rated one
notch above the corporate credit rating. This reflects strong
recovery prospects for the loan in a default scenario.

Rainbow is a wholly owned intermediate holding company of
Bethpage, New York-based cable operator Cablevision Systems Corp.
Standard & Poor's ratings for Cablevision, including the 'BB'
corporate credit rating, remain on CreditWatch with negative
implications, where they were placed July 9, 2003. At Sept. 30,
2003, Cablevision's total debt outstanding was $6 billion,
excluding collateralized indebtedness of $1.6 billion. The
company's preferred stock totaled another $1.6 billion.

"The rating on Cablevision reflects the company's relatively high
ongoing level of debt to annualized EBITDA, which totaled about
7.3x as of Sept. 30, 2003 (including preferred stock, on an
operating lease-adjusted basis), coupled with continued financing
requirements and increasing competition from direct broadcast
satellite," said Standard & Poor's credit analyst Catherine
Cosentino. "However, the company continues to benefit from the
attractive demographics of its cable TV franchise area, which
currently serves about 2.9 million customers. This base provides
good potential for expansion of digital and cable modem services,
both of which Cablevision expects to continue to market
aggressively."

The ratings on Cablevision remain on CreditWatch with negative
implications, where they were placed following Cablevision's Form
8K filing, in which it revealed that it had received a formal
order of investigation from the SEC, as well as a subpoena in
connection with the order. This investigation followed
Cablevision's own recently reported internal investigation of
improper expense accruals at American Movie Classics Co., which
was disclosed by the company in June. Subsequent to the original
findings, the company reported that additional improperly
recognized expenses were discovered at the original productions
units within AMC and WE: Women's Entertainment LLC.


SAMSONITE CORP: Holding Third-Quarter Conference Call on Dec. 11
----------------------------------------------------------------
Samsonite Corporation (OTC Bulletin Board: SAMC) will hold a
conference call with securities analysts to discuss third quarter
fiscal year 2004 earnings results for the quarter ended
October 31, 2003, at 11:00 a.m. Eastern Standard Time on Thursday,
December 11, 2003.  Investors and interested members of the
public are invited to listen to the discussion.

The dial-in phone number is (877) 809-7599 in the U.S. and (706)
679-6135 for international calls, the conference name is Samsonite
and the conference ID # is 4242194.  The leader of the call is Luc
Van Nevel.  If you cannot attend this call, it will be played back
through Wednesday, December 31, 2003. The playback number is (800)
642-1687 in the U.S. and (706) 645-9291 for international calls,
and the conference ID # is 4242194.

Samsonite (S&P, B Corporate Credit and CCC+ Subordinated Debt
Ratings) is one of the world's largest manufacturers and
distributors of luggage and markets luggage, casual bags,
backpacks, business cases and travel-related products under brands
such as SAMSONITE(R), AMERICAN TOURISTER(R), LARK(R), HEDGREN(R)
and SAMSONITE(R) black label.


SATURN (SOLUTIONS): Continues Report Filing Default Status
----------------------------------------------------------
Saturn (Solutions) Inc., announced that there has been no material
change in the information nor any failure on Saturn's part to
fulfill its stated intentions contained in the notice of default
filed by Saturn on October 21, 2003 with the provincial securities
commissions. Saturn has not filed its financial statements for the
first quarter ended August 31, 2003 within the prescribed time
limit nor has the Company mailed such statements to its
shareholders. All other material information concerning the
affairs of Saturn has been generally disclosed.

                         *     *     *

Saturn's previously-announced assessment of strategic alternatives
available to the Company is continuing. These alternatives may
include an equity investment in Saturn, merger, partnership, joint
venture, sale, or a combination thereof. An announcement on the
outcome of the strategic review process will be made in due
course. However, Saturn undertakes no obligation to make any
announcement regarding its consideration of strategic alternatives
until an agreement, if any, has been signed or a decision not to
proceed with strategic alternatives is made.

Saturn further said that following Saturn's application, the
Irish courts have appointed a liquidator for Saturn Fulfilment
Services Limited, the Company's wholly-owned Irish subsidiary.
Saturn applied for the appointment of a liquidator in light of the
insolvency of its Irish subsidiary. Among the factors which led to
this development were: the departure from Ireland of several of
Saturn's major customers; a general decline in the Irish market; a
gain in strength of the Euro against the pound in late 2002 and
the first half of 2003, which undermined Saturn's efforts to
generate profitable new business in the United Kingdom; Saturn's
inability in July 2003 to resell inventory of a customer in
default to the Company; the loss of a major customer in August
2003; and an increase in rent at Saturn's main facilities in
Dublin. The financial impact on Saturn of the appointment of a
liquidator for Saturn Fulfilment Services cannot be determined at
this time.


SHGC LTD: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: SHGC, Ltd.
        dba Sugar Hill Golf Course
        13405 Southwest Freeway
        Sugar Land, Texas 77478

Bankruptcy Case No.: 03-47232

Type of Business: Golf course

Chapter 11 Petition Date: December 2, 2003

Court: Southern District of Texas (Houston)

Judge: William R. Greendyke

Debtor's Counsel: Phillip Henry Trueba, Esq.
                  Attorney at Law
                  2100 W Loop S, Suite 837
                  Houston, TX 77027
                  Tel: 713-590-5095
                  Fax: 713-590-5097

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $0 to $50,000


SIMMONS CO: Planned $340M Senior Sub. Notes Get S&P's B- Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Atlanta, Georgia-based bedding manufacturer Simmons Co.'s proposed
$340 million senior subordinated notes due 2013. The notes are
issued pursuant to Rule 144A under the Securities Act of 1933.
Proceeds will be used to finance the acquisition of Simmons Co. by
Thomas H. Lee Partners, a private equity firm, and repay existing
debt. The new rating is based on preliminary terms and is subject
to review upon final documentation.

At the same time, Standard & Poor's lowered its corporate credit
rating on Simmons to 'B+' from 'BB-'. The rating is removed from
CreditWatch, where it was placed Sept. 2, 2003. The outlook is
stable. In addition, the company's $480 million senior secured
credit facility was assigned a 'B+' rating. The bank loan rating
is the same as the corporate credit rating because in a stress
scenario, Standard & Poor's believes that the secured lenders
could expect substantial, but not full, recovery of principal.

"The rating actions reflect Simmons Co.'s leveraged financial
profile stemming from the pending debt-financed acquisition of
Simmons Company by Thomas H. Lee Partners L.P.," said Standard &
Poor's credit analyst Martin Kounitz. "This debt leverage is
partially offset by the company's No. 2 market share, its history
of new product innovation, and its stable cash-flow generation in
the domestic mattress industry, a business with stable demand."

Simmons is the second-largest U.S. bedding manufacturer. Its
ratings reflect the stable demand characteristics of the mattress
industry. (About 70% of domestic mattress sales are for the
replacement of existing bedding.) Given shipping costs and
consumers' requirement for fast delivery, the industry faces
little competition from imported mattresses.

The company's high market share stems from its well-recognized
brand name (Beautyrest), differentiated products, strong
relationships with retailers, and broad distribution. The
Beautyrest line was the first in the industry to be designed not
to require rotation ("no-flip"). Management's strategy is to
continue to gain market share by emphasizing premium and new
products that facilitate higher average unit selling prices and
therefore improve profitability. As a result of this strategy,
both the company's average unit selling prices and volume
increases have exceeded those of the mattress industry. Standard &
Poor's expects the current management team to remain with Simmons
under its new ownership, and also expects there to be no change in
management strategy.


SIX FLAGS INC: S&P Rates $300 Million Senior Notes Issue at B-
--------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B-' rating to Six
Flags Inc.'s privately placed, Rule 144A $300 million senior notes
due 2014. Proceeds from the offering will be used to redeem about
$280 million of its $423 million 9.75% senior notes due 2007.

At the same time, Standard & Poor's affirmed its ratings,
including its 'B+' corporate credit rating, on the theme park
operator. Oklahoma City, Oklahoma-based Six Flags had $2.6 billion
of total debt and preferred stock as of Sept. 30, 2003. The
ratings outlook remains negative.

The rating reflects Six Flags' high debt leverage currently
depressed profitability, and Standard & Poor's expectation that
discretionary cash flow will be slightly negative in 2003. Net
cash usage is likely, despite lower capital spending, due to
reduced profitability and the heavy interest expense and preferred
dividend burden. These risks are only partly offset by the
company's good competitive position in the regional theme park
business, and good geographic and cash flow diversity.

"Consideration of an outlook revision to stable will be linked to
progress towards improving operating performance, generating
positive discretionary cash flow, and achieving debt leverage
below 6.5x, while deterioration in these areas from current levels
could lead to a reassessment of the rating," said Standard &
Poor's credit analyst Hal F. Diamond.


SLATER STEEL: Tomorrow is the General Claims Bar Date
-----------------------------------------------------
By Order of the U.S. Bankruptcy Court for the District of
Delaware, tomorrow at 5:00 Eastern Time is set as the general
claims bar date by which creditors, including Government Units, of
Slater Steel U.S., Inc., and its debtor-affiliates, must file
their claims against the Debtors.

Creditors must file written proofs of claims. Forms must be
delivered to the Debtors' Claims and Noticing Agent, Trumbull
Group, LLC f/k/a Trumbull Associates, LLC, by courier-service,
hand-delivery or overnight mail, to:

        Slater Steel U.S., Inc.
        c/o Trumbull Group, LLC
        4 Griffin Road North           
        Windsor, CT 06095

Claims need not be filed if they are on account of:

        1. Claims already properly filed;

        2. claims scheduled in the right amount and not listed as
           disputed, contingent or unliquidated;

        3. claims previously allowed by the Bankruptcy Court;

        4. intercompany claims; and
        
        5. claims arising from ownership of interests.

Slater Steel U.S., Inc., a mini mill producer of specialty steel
products, filed for chapter 11 protection on June 2, 2003 (Bankr.
Del. Case No. 03-11639).  Daniel J. DeFranceschi, Esq., and Paul
Noble Heath, Esq., at Richards Layton & Finger, represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed estimated assets of
over $10 million and debts of more than $100 million.


SOLUTIA: Rejects Pharmacia Settlement Costs of 2 Asbestos Cases
---------------------------------------------------------------
Solutia Inc. (NYSE: SOI) notified Monsanto and Pharmacia that it
would not be making a $3 million payment to satisfy litigation
settlements in two asbestos cases brought against Pharmacia.  

Solutia's only obligation related to this litigation comes
as a result of its contractual obligation to indemnify legacy
liabilities of the old Monsanto chemical business which were
assigned to Solutia at the time of Solutia's creation in 1997.  
Solutia has given notice to Monsanto and Pharmacia to enable them
to make the required payments on their own behalf.

When Solutia was spun off from Monsanto in 1997, Monsanto
contractually obligated Solutia to bear the responsibility for
hundreds of millions of dollars of legacy liabilities that accrued
to Monsanto and its successor, Pharmacia, over a century of
manufacturing, primarily in the areas of retiree benefits,
environmental cleanup and litigation defense costs.  In its 2003
third quarter 10-Q filing, Solutia disclosed that it must take
action to reduce its current level of legacy liabilities, which
currently cost Solutia approximately $100 million annually.

Solutia has not advised Monsanto and Pharmacia that it will not
honor any remaining legacy liabilities.  In fact, Solutia
continues to make other selected legacy liability payments. As
individual legacy liability payments come due, Solutia will
evaluate whether it is prudent for it to make those payments and
will, in all cases where it determines to not make such payments,
notify Monsanto and Pharmacia to enable them to pay their
obligations.

Solutia -- http://www.Solutia.com-- (Fitch, B- Senior Secured  
Bank Facility and CCC Senior Secured Notes Ratings, Negative) uses
world-class skills in applied chemistry to create value-added
solutions for customers, whose products improve the lives of
consumers every day.  Solutia is a world leader in performance
films for laminated safety glass and after-market applications;
process development and scale-up services for pharmaceutical fine
chemicals; specialties such as water treatment chemicals, heat
transfer fluids and aviation hydraulic fluid and an integrated
family of nylon products including high-performance polymers and
fibers.

As of September 30, 2003, Solutia Inc. records a total
shareholders' deficit of $369 million compared to $249 million as
of December 31, 2002.


SWEETHEART HOLDINGS: Year-End Results Enter Positive Territory
--------------------------------------------------------------
Sweetheart Holdings Inc. reported financial results for the fiscal
year ended September 28, 2003.

Net sales increased $24.4 million, or 1.9%, to $1,307.9 million in
Fiscal 2003 compared to $1,283.5 million in Fiscal 2002 reflecting
a 0.6% decrease in sales volume and a 2.5% increase in average
realized sales price. Sales volume decreased primarily as a result
of lower demand from consumer customers, which was partially
offset by increased demand from institutional customers. Average
realized sales prices increased as a result of pricing increases
associated with higher raw material costs and a change in product
mix.

Gross profit increased $12.9 million, or 8.4%, to $166.2 million
in Fiscal 2003 compared to $153.3 million in Fiscal 2002. As a
percentage of net sales, gross profit increased to 12.7% in Fiscal
2003 from 11.9% in Fiscal 2002. The increase in gross profit is
primarily due to improved manufacturing efficiencies and labor
utilization resulting from the Company's rationalization,
consolidation and improvement of its manufacturing facilities. The
benefits from improved manufacturing efficiencies were partially
offset by average selling prices increasing later in the year than
increasing raw material costs.

Selling, general and administrative expenses decreased $6.6
million, or 5.7%, to $108.2 million in Fiscal 2003 compared to
$114.8 million in Fiscal 2002. This decrease was primarily due to
(i) $2.1 million decrease in salaries and related fringe benefits
due to a workforce reduction program initiated in Fiscal 2002,
(ii) $2.6 million decrease in depreciation expense resulting from
the full depreciation of certain computer equipment, (iii) $2.0
million decrease in goodwill amortization and (iv) $1.1 million
decrease in expenses due to fewer customer bankruptcy filings in
Fiscal 2003. These favorable changes were partially offset by a
$2.2 million increase in promotional and advertising expenses.

Operating income in Fiscal 2003 increased by $31.2 million, or
92.0%, to $65.1 million as compared to $33.9 million in Fiscal
2002. The principal reasons contributing to the increase are an
increase in gross profit and a decrease in selling, general
administrative expenses, as noted above. In addition, in Fiscal
2002 the Company incurred various one-time expenses, including (i)
a $5.4 million write-off of the management services agreement
between Sweetheart Holdings and SF Holdings Group, Inc., which had
been assigned and assumed by The Fonda Group, Inc. in 1998, (ii) a
$2.6 million write-off of assets related to business initiatives
which were abandoned subsequent to the merger with The Fonda
Group, Inc., (iii) $6.9 million of costs in connection with the
rationalization, consolidation and process improvement of the
Company's manufacturing facilities and (iv) $0.5 million of
additional costs associated with the termination of the Lily-
Tulip, Inc. Salary Retirement Plan. These expenses were offset, in
part by a gain of $3.0 million associated with the sale of a
facility.

The Company reported net income for Fiscal 2003 of $15.0 million
as compared to a net loss of $3.1 million for Fiscal 2002.

Adjusted EBITDA for Fiscal 2003 is $84.9 million as compared to
$69.6 million for Fiscal 2002. A reconciliation of net income to
Adjusted EBITDA is set forth in the table below. As presented by
the Company, Adjusted EBITDA may not be comparable to similarly
titled measures reported by other companies. We have included
Adjusted EBITDA because we believe it is an indicative measure of
our operating performance and our ability to meet our debt service
requirements and is used by investors and analysts to evaluate
companies in our industry. Adjusted EBITDA should be considered in
addition to, not as a substitute for, operating income, net (loss)
income, cash flow and other measures of financial performance and
liquidity reported in accordance with accounting principles
generally accepted in the United States of America. In addition, a
substantial portion of our Adjusted EBITDA must be dedicated to
the payment of interest on our indebtedness and to service other
commitments, thereby reducing the funds available to us for other
purposes. Accordingly, Adjusted EBITDA does not represent an
amount of funds that is available for management's discretionary
use.

The Company also announced that its subsidiary, Sweetheart Cup
Company Inc., plans to issue $95.0 million of senior secured notes
and $20.0 million of junior subordinated notes in separate private
placements, the proceeds of which would be used to repay a portion
of its senior credit facility and to redeem all of its outstanding
12% Senior Notes due 2004. The senior secured notes would bear
interest at a fixed rate that has not yet been determined and
would mature in 2007. The junior subordinated notes, which would
be purchased by International Paper Company, one of the Company's
raw materials suppliers, would bear interest at the rate of 9-1/2%
and would mature in 2008. There can be no assurance, however, that
these refinancings will be completed. The senior secured notes and
the junior subordinated notes are being offered in private
placements and will not be registered under the Securities Act of
1933. The senior secured notes and the junior subordinated notes
may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act.

The Company 9S&P, CCC+ Corporate Credit Rating, Developing) is one
of the largest converters and marketers of a broad line of
disposable food service products serving the North American
institutional and consumer markets.


THAXTON GROUP: US Trustee Appoints Official Creditors' Committee
----------------------------------------------------------------
The United States Trustee for Region 3 appointed 7 creditors to
serve on an Official Committee of Unsecured Creditors in The
Thaxton Group, Inc.'s Chapter 11 cases:

       1. Willard Picklesimer
          78 Short Street, Milford Center, OH 43045

       2. Laverne McKenzie
          510 Saddle Drive, Camden, SC 29020
          Tel: 803-286-5055, Fax: 803-286-7824;

       3. Voyager Life Insurance Company
          Attn: Adam David Lamnin, CPA
          11222 Quail Roost Drive, Miami, FL 33157
          Tel: 305-256-7147, Fax: 305-278-5621;

       4. The Bank of New York
          Attn: Gerard F. Facendola, Vice President
          101 Barclay Street, 8W, New York, NY 10286
          Phone: 212-815-5440, Fax: 212-815-5131;

       5. David Allen Osteen, Sr.
          1572 Ross Road, Elgin, SC 29045
          Phone: 803-338-0147, Fax: 803-408-3960;

       6. Garry D. Smith
          6016 Highview Rd, Matthews, NC 28104
          Phone: 704-814-0402, Fax: 704-814-0208; and

       7. Claudine Lowrance Pate
          Attn: Jack L. Pate
          4100 Peggy Lane, Charlotte, NC 28227
          Phone: 704-545-9554

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense. They may investigate the Debtors' business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent. Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest. If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee. If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in Lancaster, South Carolina, The Thaxton Group,
Inc., is a diversified consumer financial services company.  The
Company filed for chapter 11 protection on October 17, 2003
(Bankr. Del. Case No. 03-13183).  Michael G. Busenkell, Esq., and
Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell
represent the Debtor in their restructuring efforts.  When the
Company filed for protection from it creditors, it listed
$206,000,000 in total assets and $242,000,000 in total debts.


UNITED AIRLINES: Wants Marshall & Ilsley to Turn-Over Assets
------------------------------------------------------------
The UAL Corp. Debtors ask Judge Wedoff to direct the turnover of
assets held by Marshall & Ilsley Trust Company, as escrow agent,
pursuant to a supplemental retirement income plan and certain
employment agreements.

On January 24, 1992, Air Wisconsin, Inc., pursuant to the terms
of the Supplemental Retirement Plan and the Employment
Agreements, created a general escrow account and five separate
Escrow Accounts.  Air Wisconsin delivered cash or short-term
investments to Valley Trust Company to fund its compensation and
fringe benefits provided in the Supplemental Retirement Plan and
Employment Agreements.  Marshall & Ilsley is the successor of
Valley Trust Company and holds the funds in the Escrow Accounts.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, explains that
the Debtors have made and will continue to make many difficult
decisions in their effort to improve liquidity and restructure
their costs.  These decisions are especially difficult when they
impact benefits to retirees who provided loyal and dedicated
service to the Debtors.  However, the Debtors have determined to
terminate the Air Wisconsin Supplemental Retirement Plan and the
Employment Agreements.

With the termination of the Supplemental Retirement Plan and the
Agreements, Mr. Sprayregen says that it is no longer necessary to
maintain the Escrow Accounts.  In an effort to garner all estate
assets, the Debtors approached Marshall & Ilsley for the turnover
of the funds.  The Parties agreed that Marshall & Ilsley will
liquidate the assets in the Escrow Accounts and deliver the
proceeds to the Debtors.  The current estimated value of the
assets in the Employment Agreement accounts is $977,000.  The
current estimated value of the assets in the Supplemental
Retirement Plan accounts is $92,000. (United Airlines Bankruptcy
News, Issue No. 32; Bankruptcy Creditors' Service, Inc., 215/945-
7000)   


UNITED RENTALS: Noteholders Purchase Additional 1-7/8% Notes
------------------------------------------------------------
United Rentals, Inc. (NYSE: URI) announced that the initial
purchasers of the company's recently issued 1-7/8% Convertible
Senior Subordinated Notes due 2023 have exercised their option to
purchase an additional $18.75 million principal amount of these
notes.  

Including these additional notes, the company has sold a total of
$143.75 million principal amount of its 1-7/8% Convertible Senior
Subordinated Notes due 2023.  The company plans to use the net
proceeds from the sale of these notes to buy out existing
equipment leases and/or for general corporate purposes.

The offering of the notes has been made in transactions exempt
from the registration requirements of the Securities Act of 1933.  
The notes offered have not been, and will not be, registered under
the Securities Act of 1933. Accordingly, the notes may not be
offered or sold in the United States absent registration under the
Securities Act of 1933 or an applicable exemption from the
registration requirements.

                           *    *    *

On Oct. 28, 2003, Standard & Poor's Ratings Services affirmed its
'BB' corporate credit rating on United Rentals (North America)
Inc. and assigned its 'B+' subordinated debt rating to the
company's $125 million 1-7/8% senior subordinated convertible
notes due in 2023. The notes carry an option to issue an
additional $18.75 million in notes issued under Rule
144A with registration rights.

In addition, Standard & Poor's assigned its 'B+' subordinated debt
rating to URI's proposed $450 million senior subordinated notes
due in 2013 to be issued under Rule 144A with registration rights,
with an option to issue additional notes. The completion of the
proposed offering will be contingent upon URI obtaining an
amendment to its senior credit facility.


VENTAS INC: Improved Credit Profile Spurs S&P's Positive Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings outlook on
Ventas Inc. (S&P, BB- Corporate Credit) to positive from stable.
The corporate credit and senior note ratings are affirmed on
Ventas Inc., its operating partnership Ventas Realty L.P., and
Ventas Capital Corp. These rating actions impact roughly $366
million in public debt securities.

"The outlook revision reflects Ventas' improved credit profile,
supported by lower debt levels, stronger debt protection measures,
and more stable portfolio. The ratings also acknowledge this
health care REIT's large portfolio of health care-related assets
with strong facility level rent coverage. Material tenant
concentration and constrained financial flexibility remain primary
credit weaknesses," said Standard & Poor's credit analyst George
Skoufis.

Balance sheet improvements, including lower debt levels and debt
cost, have contributed to notably improved debt service coverage.
Modestly improved portfolio diversification and the improving
stability of Kindred's operations, should support currently strong
coverage measures. The ElderTrust acquisition is being financed
appropriately and is consistent with the company's desire to grow
the company while diversifying the operator and asset base.
Ventas' ability to grow/diversify its business in a prudent
manner, while maintaining its credit profile could result in
raised ratings.

Louisville, Kentucky-based Ventas -- whose September 30, 2003
balance sheet shows a total shareholders' equity deficit of about
$24 million -- is a $1.2 billion (undepreciated book value assets)
health care REIT, with investments in 255 health care-related
facilities throughout 37 states.


VENTAS: Declares Regular Quarterly Dividend of $0.2675 Per Share
----------------------------------------------------------------
Ventas, Inc. (NYSE: VTR) said its Board of Directors declared a
regular quarterly dividend of $0.2675 per share, payable in cash
on January 13, 2004 to stockholders of record on January 2, 2004.   

The dividend is the fourth quarterly installment of the Company's
$1.07 per share 2003 annual dividend.  The Company has
approximately 80 million shares of common stock outstanding.  This
fourth quarterly installment of the 2003 dividend will be included
in shareholders' 2004 dividend income for income tax purposes.

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


VIVA INT'L: Lacks Working Capital to Continue Operations
--------------------------------------------------------
Viva International, Inc. is a holding company that consists of (4)
four wholly owned subsidiaries: Viva Airlines, Inc., CT
Industries, Inc., Hardyston Distributors, Inc. (doing business as
The Mechanics Depot), and Universal Filtration Industries, Inc. A
previously wholly owned subsidiary (Harvey Westbury Corp.) was
spun off by the Parent Company (Viva/Auxer) during January, 2003
to a former officer and director of the Company in exchange for
the assumption of debts and related liabilities. Viva Airlines,
Inc. is a development stage company that will provide passenger
and cargo services to various destinations from its commercial hub
in Santo Domingo, Dominican Republic. CT Industries, Inc.,
Hardyston Distributors, Inc. and Universal Filtration Industries,
Inc. are all inactive. Management does not currently plan to
resume the respective operations of CT Industries, Inc. and
Universal Filtration Industries, Inc. Management has announced an
acquisition of a 49% interest in Royal Aruban Airlines that has
been agreed to on behalf of the Hardyston Distributors, Inc.
subsidiary. Further, plans are to rename Hardyston and to spin-off
the subsidiary. Under the plan, shareholders of record as of
October 15, 2003 will receive 1 share of Hardyston for each 3
shares of Viva International that they own.

At September 30, 2003, the Company had no cash. Since inception
the Company has accumulated a deficit of approximately
$12,612,817.

Viva International, Inc. has previously estimated that it will
require a minimum of $3,000,000 of working capital to complete
Viva Airlines, Inc.'s transition from a development stage company
to full operation. However, Company management has scaled back its
business plan to a level that that will enable it to begin
providing air services so long as it is able to raise a minimum of
$500,000.

Viva International, Inc. does not currently have the funds
necessary to provide working and expansion capital to Viva
Airlines, Inc. Viva International, Inc. will only be able to
provide the needed capital by raising additional funds. As a
result of the scaling back as discussed in the above paragraph,
the Company believes that it will have very little problem with
raising the minimum levels of financing required.

However, an inability to raise funds or a continued lack of funds
could result in the failure to complete needed acquisitions of
certain aviation assets or payment of certain related expenses
that would delay or prevent the commencement of the operation of
Viva Airlines, Inc.

Management is optimistic that the Company will be able to borrow
sufficient capital to fund Viva Airlines, Inc.


WESTERN FIN'L: Fitch Affirms Ratings & Changes Outlook to Pos.
--------------------------------------------------------------
Fitch Ratings has affirmed Western Financial Bank's uninsured
deposit rating of 'BB+', issuer rating of 'BB' and subordinated
debt rating of 'BB-'. The Rating Outlook is revised to Positive
from Stable. Approximately $600 million of uninsured deposits and
$400 million of subordinated debt is affected by this action.
Fitch's ratings and affirmation reflect the good record of
performance over an extended period, improved capitalization, and
manageable (problem asset levels) quality. Since transitioning
from gain-on-sale accounting in 2001, WFB has remained profitable,
despite lower revenues and increased provision expense resulting
from this change. Through its parent company, Westcorp, WFB has
strengthened its overall capitalization through issuance of equity
at the holding company. During 2003 alone, $369 million of new
equity capital was raised at the Westcorp level. Capital raised
has been partly used to purchase assets from the bank and execute
a securitization out of the holding company. Although credit
losses have increased, Fitch believes that asset quality will
remain within current ranges.

Rating concerns recognize the niche focus on auto finance coupled
with the difficult environment in this sector, and WFB's
relatively encumbered balance sheet. The bank's focus on auto
lending leaves it more vulnerable to circumstances in the
automotive sector versus a more diversified bank, and weak used
car prices have increased loss severity at most auto lenders.
WFB's balance sheet is also relatively more encumbered than a
traditional bank as many assets are already secured.

The Outlook revision to Positive recognizes, WFB's commitment to
improving overall capitalization and improved financial
flexibility since the bank began executing securitizations on an
uninsured basis. An upgrade of WFB is predicated on a sustainable
improvement in capital, maintenance of acceptable charge-off and
delinquency levels, and continued development of the bank's
funding profile through uninsured asset-backed issuance.

Western Financial Bank, based in Irvine, California, is a thrift
focused on auto finance lending. It is a wholly-owned subsidiary
of Westcorp, a publicly traded thrift holding company. At
Sept. 30, 2003, WFB reported managed auto loans of $10.4 billion,
making it one of the largest independent auto finance lenders in
the U.S.


WESTWIND GROUP: Section 341(a) Meeting to Convene on December 18
----------------------------------------------------------------
The United States Trustee will convene a meeting of Westwind Group
North Carolina, Inc.'s creditors on December 18, 2003, at 1:30
p.m., at 402 W. Broadway, Sixth Floor, Suite 630, San Diego,
California 92101-8511.  This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in San Diego, California, Westwind Group North
Carolina, Inc., specializes in training systems development and
implementation, engineering services, and management support for
production and manufacturing based commercial/industrial clients
workforce. The Company filed for chapter 11 protection on November
21, 2003 (Bankr. S.D. Calif. Case No. 03-10575).  Karla A. Lyon,
Esq., at Gray Cary Ware & Freidenrich represents the Debtors in
their restructuring efforts. When the Company filed for protection
from its creditors, it listed $2,405,125 in total assets and
$48,975,443 in total debts.


WOODWORKERS WAREHOUSE: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Woodworkers Warehouse, Inc.
        126 Oxford Street
        Lynn, Massachusetts 01901

Bankruptcy Case No.: 03-13655

Type of Business: The debtor is a retailer of woodworking
                  equipment and accessories.

Chapter 11 Petition Date: December 2, 2003

Court: District of Delaware (Delaware)

Judge: Joel B. Rosenthal

Debtor's Counsel: Christopher A. Ward, Esq.
                  The Bayard Firm
                  222 Delaware Avenue
                  Suite 900
                  Wilmington, DE 19899
                  Tel: 302-655-5000
                  Fax: 302-658-6395

Total Assets: $28,366,000

Total Debts:  $34,669,000

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Delta/Porter Cable Corp.      Trade Debt              $4,196,531
4825 Highway 45 North
Jackson, TN 38305

WMH Tool Group                Trade Debt              $1,825,663
300 South Hicks Road
Elgin, IL 60067

Black & Decker, Inc.          Trade Debt              $1,659,351
701 East Joppa Road
Towson, MD 21286

Makita USA Inc.               Trade Debt                $926,405
251 Herrod Boulevard
Dayton, NJ 08810

Robert Bosch Tool Corp.       Trade Debt                $658,028
1800 West Central Road
Mount Prospect, IL 60056

Senco Products Inc.           Trade Debt                $377,213
12401 Triton Springs Drive
Midlothian, VA 23114

Freud TMM, Inc.               Trade Debt                $370,291
PO Box 7187
218 Field Avenue
High Point, NC 27263

Euler American Credit         Trade Debt                $348,715
100 East Pratt Street
Baltimore, MD 21202

TLZ, Inc.                     Trade Debt                $209,661

Milwaukee Electric Tool C     Trade Debt                $187,776

Taylor Made-Adidas Golf Co.   Trade Debt                $165,490

Fein Power Tools Inc.         Trade Debt                $156,316

CST/Berger Corp.              Trade Debt                $152,016

Irwin Industrial Tool Com     Trade Debt                $148,465

Oldham/United States Saw      Trade Debt                $117,208

Amana Tool Co.                Trade Debt                $113,576

Panasonic Company East        Trade Debt                $110,916

Winthrop Resources            Trade Debt                 $97,367

Blue Cross & Blue Shield      Trade Debt                 $89,173

Bankers Leasing Assoc.        Trade Debt                 $89,094


WORLDCOM INC: Salomon Smith Barney Claims Going to Arbitration
--------------------------------------------------------------
The Law Firm of Klayman & Toskes, P.A. is pursuing claims in
excess of $50 million against Salomon Smith Barney, now known as
Citigroup Global Markets Inc. (NYSE: C), on behalf of present and
former WorldCom (OTC Pink Sheets: WCOEQ, MCWEQ, MCIAV) investors
and employees whose portfolios were concentrated in WordCom stock
and who do not wish to participate in any class actions.

One claim (NASD Case No.: 02-02242) seeks damages of $1,787,689
and alleges specific sales practice violations at Salomon Smith
Barney's Peachtree Road branch in Atlanta. These violations
include the over-concentration of the investor's portfolio and the
failure to recommend hedging strategies to properly protect the
investors' concentrated and highly margined position. Smith Barney
recently consented to a $1 million fine after the New York Stock
Exchange found that it failed to adequately supervise its brokers
at the Atlanta, Peachtree Road branch office who advised WorldCom
employees to exercise their stock options and to hold the
resulting company shares on margin. This advice given to employees
created highly concentrated and leveraged positions in company
stock. The outcome of this advice was the virtual loss of the
employees' retirement "nest egg." The NYSE findings included that
Smith Barney's brokers uniformly made these recommendations
despite the customers' varying risk profiles, investment
experience or investment objectives. These findings confirm the
contentions that have been alleged against Smith Barney by K&T on
behalf of their WorldCom employee clients since 2001.

K&T recently published a detailed study on the appropriate path
for securities dispute resolution against Wall Street brokerage
firms.  A link to the study is available at the firm's Web site --
http://www.nasd-law.com-- under "The Process" heading at the end  
of the first paragraph.

The study focuses on the following points:

     1.  The Emergence of Arbitration as a Means of Securities
         Dispute Resolution;

     2.  Factors Leading to Class Action Litigation;

     3.  Large Class Action Settlements Tend to Skew Average
         Recovery Rates;

     4.  The Real Statistics for Arbitration Awards;

     5.  Claims that Fare Best in Arbitration;

     6.  Consider Using Arbitration When Your Losses Exceed
         $100,000; and

     7.  Mediation as an Alternative Path for Dispute Resolution.

Federal District Judge Denise Cote recently certified a class-
action lawsuit against Smith Barney involving WorldCom
shareholders.  A growing trend among investors with large losses
is to use arbitration as a means of recovering losses.  
Arbitration as an alternative path will ultimately depend on
whether the alleged losses are a result of sales practice
violations and whether the alleged damages are large enough to
justify the costs required to file a securities arbitration claim.
Empirical evidence shows that when an investor suffers losses in
larger amounts, usually in excess of $100,000, an individual
dispute resolution process such as an arbitration claim filed
before the New York Stock Exchange or the National Association of
Securities Dealers is the best means of recovering losses
suffered.


W.R. GRACE: Peninsula Investment Discloses 6.16% Equity Stake
-------------------------------------------------------------
Peninsula Investment Partners, L.P., beneficially owns 294,200
shares of the common stock of W.R. Grace & Co., representing 6.16%
of the outstanding common stock of the Company.  Peninsula
Investment Partners shares voting and dispositive powers with
Peninsula Capital Advisors, LLC, which owns an aggregate of
376,950 shares, representing 7.89% of the outstanding common stock
of the Company.  In addition to sharing voting and dispositive
powers over the 294,200 shares of stock, Peninsula Capital
Advisors holds sole voting power over 74,750 such shares, and sole
dispositive powers over 82,750 such shares.

                          *********

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
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liabilities that may never materialize.  The prices at which
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Each Friday's edition of the TCR includes a review about a book of
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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
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                *** End of Transmission ***