TCR_Public/031208.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, December 8, 2003, Vol. 7, No. 242   

                          Headlines

ADVANCED ENERGY: EVP and COO Dennis Faerber Leaves Company  
AIR CANADA: Ernst & Young Completes Equity Solicitation Process
AMERICAN ACHIEVEMENT: S&P Stays Low-B Ratings on Watch Negative
AMERICAN EQUITY: S&P Revises Ratings Outlook over Successful IPO
AMERICA WEST: So. California Wildfires Limit October Operations

AMPLIDYNE: Working Capital Problems Raise Going Concern Doubts
ANC RENTAL: Demands Repayment of $6.6MM Avoidable Transfers
ARMOR HOLDINGS: Will Pay Simula Merger Consideration in Cash
ATA HOLDINGS: Reports 19.9% Increase in November 2003 Traffic
BALL CORP: Fitch Initiates Loan & Note Ratings at Lower-B Level

BION ENVIRONMENTAL: Ability to Continue as Going Concern in Doubt
CALPINE: Closes Sale of PG&E Note Receivable for $133.4 Million
CINCINNATI BELL: $922 Million Bank Facility Gets S&P's B+ Rating
CINCINNATI BELL: Elects Michael G. Morris to Board of Directors
CITIGROUP MORTGAGE: Fitch Rates Classes B-4 & B-5 Notes at BB/B

CSK AUTO: Reports Improved Financial Results for Third Quarter
COMMUNITY LIVING: S&P Ratchets Debt & Bond Ratings Down to BB+
COVANTA: Court Clears Modified D.E. Shaw Commitment Letter
COVENTRY HEALTH: Will Publish Fourth-Quarter Results on Feb. 3
CROWN CASTLE: Proposes $200-Milllion Private Senior Debt Offering

CROWN CASTLE: Raises $300 Million in Senior Debt Offering
CS FIRST BOSTON: Fitch Ups Class SC Notes Rating a Notch to BB-
DUANE READE: Refuses to Negotiate with New York Workers
ENRON CORP: Seeks Court Nod for Enbridge Settlement Agreement
ENRON: Seeks Go-Ahead for Royal Bank Settlement Agreement

EXTREME NETWORKS: Will Present at Lehman Bros. Conference Today
FEDERAL-MOGUL: Asks to Extend Lease-Decision Time to April 1
FIRST VIRTUAL: Regains Compliance with Nasdaq Listing Guidelines
FLEMING: Seeks OK for Agreement Settling DiGiorgio et al. Claims
GENZYME CORP: Prices $600-Million Convertible Sr. Note Offering

GEORGIA-PACIFIC: Caps Price on $500 Mill. Senior Debt Offering
GLIMCHER REALTY: Consummates Sale of Community Center Asset
GMAC COMM'L: S&P Assigns Prelim. Ratings to Series 2003-C3 Notes
GREAT ATLANTIC: Extends & Amends $400M Revolving Credit Facility
GREAT LAKES DREDGE: S&P Maintains B+ Credit Rating on Watch Neg.

HANGER ORTHOPEDIC: Acquires Advanced Prosthetic & ADL Prosthetic
HECLA MINING: S&P's Credit Rating Up to B- over Lower Costs
HORIZON GROUP: Successfully Restructures Three Defaulted Loans
HOUSTON EXPLORATION: Elects John U. Clarke to Board of Directors
IMC HOME EQUITY: S&P Drops Series 1998-1 Class B Rating to B

INDIANAPOLIS, IN: Fitch Cuts Sunrise Apartments Bond Rating to D
INSIGHT MIDWEST: S&P Rates $125 Million 10.5% Senior Notes at B+
INTERNATIONAL COMM: Case Summary & 6 Largest Unsecured Creditors
IRON AGE: S&P Hacks Credit Rating to D Following Exchange Offer
IRON MOUNTAIN: Launches Tender Offer for 8-1/8% Senior Notes

IRON MOUNTAIN: Caps Price of 6-5/8% Senior Sub. Debt Offering
KAISER ALUMINUM: Wants Court to Approve Old Republic Stipulation
KMART: 7th Circuit Critical Vendor Arguments Pushed into 2004
KMART CORP: Court Disallows & Expunges 127 Litigation Claims
LAIDLAW INC: Laidlaw Int'l Sells Unregistered Securities

LB-UBS COMMERCIAL: Fitch Affirms Various Series 2000-C3 Ratings
LEGACY HOTELS: Calls Debentures For Redemption on Dec. 15, 2003
LIN TV CORP: Will Present at UBS and CSFB Conferences This Week
LTC COMM'L: Fitch Takes Rating Actions on Series 1996-1 Notes
LTV CORP: Wants Clearance for Pension Benefit Settlement Pact

MAGELLAN HEALTH: Proposes Stipulation Settling MTS Health Claim
MIRANT CORP: Brings-In Baker Botts as Special Counsel
NATIONAL CENTURY: Gets Court Nod to Vote on the PhyAmerica Plan
NAT'L STEEL: Inks Settlement Pact with Michigan Taxing Agencies
NEWBURGH DYE: Case Summary & 20 Largest Unsecured Creditors

NRG ENERGY: Completes Reorganization and Emerges from Chapter 11
NUEVO ENERGY: Appoints Michael S. Wilkes as Interim CFO
OCTAGON INVESTMENT: Fitch Affirms BB Rating for Class D Notes
PACIFIC GAS: Urges CPUC to Adopt Proposed Settlement Agreement
PG&E NAT'L: Court Extends USGen's Filing Exclusivity to March 4  

PHOTOGEN TECH: Signs-Up Moss Adams to Replace Former Auditor
PINNACLE ENT.: Board Okays Proposed Credit Facility Refinancing
PLAINS RESOURCES: Special Panel Taps Petrie Parkman as Advisor
POLYPHALT INC: Sells Licensing Division to Wonder Polytech Ltd.
PPT VISION: Look for Fiscal Fourth-Quarter 2003 Results Tomorrow

PRIMUS: Unit Introduces High Speed Dial-up Internet in Australia
ROYAL OAK VENTURES: Red Ink Continued to Flow in Third Quarter
SAFETY-KLEEN: Atofina & Kramer Group Wants Sale Order Enforced
SAKS: Completes 8.25% Note Exchange Offer & Consent Solicitation
SANMINA-SCI CORP: Appoints Peter Simone to Board of Directors

SCM COMMS: S&P Puts B+ Class A Note Rating on Watch Developing
SINOFRESH: Future Growth Rests on Ability to Market Products
SOLECTRON CORP: Will Publish 1st Quarter 2004 Results on Dec. 18
SOUTHERN ILLINOIS: Wells Fargo Can't Foreclose on Railcars
SPIEGEL GROUP: Court Grants Nod for New Esplanade Agreement

SSP SOLUTIONS: Expects Cash Sufficient to Sustain Near-Term Ops.
STELCO INC: Commences Board and Senior Officer Changes
TANGRAM ENTERPRISE: Inks Pact to Sell Assets to Opsware for $10M
TECH DATA: Will Present Raymond James Conference on Thursday
TEMBEC: Temporarily Shuts Down Tarascon Mill in Southern France

TENNECO AUTOMOTIVE: Arranges Senior Credit Facility Refinancing
TENNECO: Senior Indebtedness Earns S&P's B & CCC+ Ratings
TENNECO: Fitch Assigns B+ Sr. Bank Debt Rating after Refinancing
TRANS ENERGY: Sept. Working Capital Deficit Balloons to $6.6M
UNITED AIRLINES: November 2003 Traffic Increases by 2.4%

US AIRWAYS: Limbach Moves for Summary Judgment on Two Claims
US AIRWAYS: Mainline Revenue Passenger Miles Up by 8.3% in Nov.
USGEN: GMP Wants Rockingham Property Condemnation Stopped
U.S. STEEL: Airs Disappointment with Gov't Tarriff Decision
VERTEX: S&P Withdraws B+ Rating After Acquisition by L-3

VIRAGEN INC: Elects Randolph A. Pohlman as Independent Director
WARNACO: Sportswear Pres. John Kourakos Acquires 240K Shares
WATEC AMERICA CORP: Case Summary & 8 Largest Unsecured Creditors
WEIRTON STEEL: Expects to Endure End of 201 Tariff Program
WESTAR ENERGY: Responds to Indictments of Two Former Executives

WHEELING-PITTSBURGH: Trade Panel Objects to $600K Alix Fee
WICKES INC: Extends Junk Bond Exchange Offers Until Wednesday
WILLIS GROUP: Completes Arrangement of New Credit Facilities
WOODWORKERS WAREHOUSE: Turns to Kronish Lieb for Advice
WORLDCOM INC: Obtains Approval to Sell Shares Interest in LCC

YUM! BRANDS: Will Host Annual Investors' Conference on Wednesday

* BOND PRICING: For the week of December 8 - 12, 2003

                          *********

ADVANCED ENERGY: EVP and COO Dennis Faerber Leaves Company  
----------------------------------------------------------
Advanced Energy Industries, Inc. (Nasdaq: AEIS) announced that
Dennis Faerber, executive vice president and chief operating
officer, has left the company.  

The Company's product and technology, manufacturing, global
customer operations and quality groups will now report to Doug
Schatz, chairman and chief executive officer.  The Company will
not seek a replacement for the position of chief operating
officer.

Mr. Schatz commented, "We thank Dennis for his efforts and success
over the past year, including ramping our China manufacturing
initiative.  I plan to become more actively involved with the
operational aspects of the organization, supported by our strong
leadership team, as we continue to drive toward increased
operational efficiencies."

Advanced Energy (S&P, B+ Corporate Credit and B- Subordinated Debt
Ratings, Negative) is a global leader in the development and
support of technologies critical to high-technology manufacturing
processes used in the production of semiconductors, flat panel
displays, data storage products, compact discs, digital video
discs, architectural glass, and other advanced product
applications.

Leveraging a diverse product portfolio and technology leadership,
AE creates solutions that maximize process impact, improve
productivity and lower cost of ownership for its customers.  This
portfolio includes a comprehensive line of technology solutions in
power, flow, thermal management, plasma and ion beam sources, and
integrated process monitoring and control for original equipment
manufacturers and end-users around the world.

AE operates in regional centers in North America, Asia and Europe
and offers global sales and support through direct offices,
representatives and distributors.  Founded in 1981, AE is a
publicly held company traded on the Nasdaq National Market under
the symbol AEIS.  For more information, visit AE's corporate Web
site: http://www.advanced-energy.com


AIR CANADA: Ernst & Young Completes Equity Solicitation Process
---------------------------------------------------------------
Air Canada provides the following update on the airline's
restructuring under the Companies' Creditors Arrangement Act:

        Thirteenth Report of the Monitor on Developments        
    Relating to the Equity Solicitation Process now Available

The Thirteenth Report of the Monitor, an update on developments
relating to the equity solicitation process has been completed by
Ernst and Young Inc. and is available at http://www.aircanada.com

             Revised Contracts with Major Suppliers

Air Canada continues to make progress in renegotiating contracts
with its suppliers. After extensive negotiations with IBM, its
primary IT supplier, the airline has successfully revised its
seven year outsourcing agreement, which is now in its third year
of implementation. The new agreement, effective November 14, 2003,
provides the airline with significant annual savings and
efficiencies achieved through streamlining its application and
desktop support requirements, leveraging its new IP network
infrastructure and utilizing IBM's mainframe hosted facilities.

The airline has also reached agreements with Bell Canada as its
primary data WAN and voice access provider. These revised
agreements, effective January 1, 2004, also represent significant
annual savings to the airline for the next five years, over the
life of the contract.

"Developments relating to the equity solicitation process have of
necessity been the focus of our restructuring efforts in recent
weeks and it is critical that we quickly regain the momentum
achieved earlier to ensure a successful restructuring in the
earliest possible timeframe," said Calin Rovinescu, Chief
Restructuring Officer. "While there is still much work left to do,
progress is ongoing. The modified contract announced yesterday
with CARA Operations Inc. for catering and commissary services and
these two agreements with Bell Canada and IBM will contribute
significantly to reducing operating costs. The successful
modification of contracts with these three major corporations is a
reflection not only of existing strong partnerships but also of
the mutual benefits to be realized in a stronger, leaner Air
Canada post-restructuring."


AMERICAN ACHIEVEMENT: S&P Stays Low-B Ratings on Watch Negative
---------------------------------------------------------------  
Standard & Poor's Ratings Services said that its ratings on
scholastic products manufacturer American Achievement Inc. and its
operating subsidiary Commemorative Brands Inc. remained on
CreditWatch with negative implications, where they were placed on
Oct. 3, 2003. This includes the two companies' 'B+' corporate
credit ratings.

Approximately $226.7 million of total debt was outstanding at
American Achievement as of Aug. 30, 2003.

"The CreditWatch placement followed the company's Oct. 3, 2003,
announcement that it had engaged investment banking advisors to
assist in the possible sale or recapitalization of the company,"
said credit analyst David Kang. Standard & Poor's continues to
believe that the company will likely remain highly leveraged and
that a potential sale or recapitalization transaction could result
in a weaker financial profile for the company.

Standard & Poor's will continue to monitor developments and will
meet with management to discuss the company's business strategy,
future capital structure, and financial policy before resolving
the CreditWatch listing.

Austin, Texas-based American Achievement is a leading supplier of
class rings, yearbooks, graduation products, and affinity
products.


AMERICAN EQUITY: S&P Revises Ratings Outlook over Successful IPO
----------------------------------------------------------------  
Standard & Poor's Ratings Services affirmed its 'BB+' counterparty
credit rating on American Equity Investment Life Holding Co. and
its 'BBB+' counterparty credit and financial strength ratings on
AEI's operating subsidiary, American Equity Investment Life
Insurance Co.

At the same time, Standard & Poor's revised the outlook on these
companies to stable from negative.

"The change in outlook follows the successful completion of the
recently announced IPO," said Standard & Poor's credit analyst
Jose Siberon. "The amount of equity raised on the IPO is expected
to enhance the capitalization strength of the operating company
and reduce the financial leverage at the holding company."
Management is credited for the ability to execute its short-term
plan to improve the financial condition of the holding and
operating company.

The financial strength rating on AEILIC also reflects its good
business position in the annuity industry for its chosen markets,
improving profitability and capitalization, extremely strong
liquidity, seasoned management team, and high-quality investment
portfolio. These strengths are offset by the above-average
interest rate risk exposure and the concentration in a very
competitive annuity business.

Standard & Poor's expects AEILIC to continue to generate
sustainable asset growth from its distribution channels while
improving its profit and risk-based capital targets. Quality of
capital at AEI is expected to improve in the near term as the
company executes strategies to reduce its dependency on
operational leverage, long-term or short-term debt, and
reinsurance (both financial and traditional). Profitability is
expected to continue the strong momentum initiated in 2003 and
2004 by increasing its gross spreads and low expenses as well as
controlling its high growth. Pretax GAAP income is expected to be
more than $45 million in 2003 and to grow at a double-digit rate
in 2004. Capitalization is expected to improve in the next two
years with a Standard & Poor's risk-adjusted capital ratio of more
than 145% while maintaining an appropriate level of double
leverage.

Founded in 1995, AEI is an Iowa-based, publicly traded stock
company and is a full service underwriter of a broad line of
annuity and insurance products, with a primary emphasis on the
sale of fixed-rate and index annuities. As of the Sept. 30, 2003,
the company had about $6.6 billion in assets (GAAP) under
management and annual recurring revenues of more than $1.5
billion.


AMERICA WEST: So. California Wildfires Limit October Operations
---------------------------------------------------------------
As stated in the U.S. Department of Transportation Air Travel
Consumer Report released Thursday, America West Airlines' (NYSE:
AWA) domestic on-time performance was 84.2 percent for October
2003.  

In Phoenix, where America West operates its main hub, 89.4 percent
of the airline's flights arrived on time.  The airline cancelled
1.3 percent of its flights in October.  Customer complaints filed
against America West remained flat year-over-year with 0.78
complaints per 100,000 passengers in October 2003.  The airline
reported 2.77 mishandled bags per 1,000 passengers.

"The impact of the October wildfires in Southern California
combined with residual smoke in Las Vegas limited airport capacity
and caused more delays than usual for America West during October;
however, once again our 13,000 employees worked together as a team
to minimize the disruption to our customers," said Jeff
McClelland, executive vice president and chief operating officer.

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.


AMPLIDYNE: Working Capital Problems Raise Going Concern Doubts
--------------------------------------------------------------
Amplidyne Inc.'s  financial statements have been presented on a
going concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of
business.  The liquidity of the Company has been adversely
affected in  recent years by significant losses from operations.  
The Company incurred losses of $364,542 for the nine months ended
September 30, 2003, has no cash and has seen its working capital
decline by $311,256 to $106,819 since the beginning of the fiscal
year.  Current liabilities exceed cash and receivables by $872,151
indicating that the Company  will have difficulty meeting its
financial obligations for the balance of this fiscal year. These
factors raise substantial doubt as to the Company's ability to
continue as a going concern.  Recently, operations have been
funded by loans from the Chief Executive Officer and costs have
been cut through substantial reductions in labor and operations.

Management is seeking additional financing and intends to
aggressively market its products, control operating costs and
broaden its product base through enhancements of products.  The
Company believes that these measures may provide sufficient
liquidity for it to continue as a going concern in its present
form.  

With little remaining cash and no near term prospects of private
placements, options or  warrant exercises and reduced revenues,
management believes that the Company will have great difficulty
meeting its working capital and litigation settlement obligations
over the next 12 months.  The Company is presently dependent on
cash flows generated from sales and loans from officers to meet
its obligations. Failure to consummate a merger with an
appropriate partner or to substantially improve revenues will have
serious  adverse consequences and, accordingly, there is
substantial doubt about the Company's ability to remain in
business over the next 12 months.  There can be no assurance that
any financing will be available to the Company on acceptable
terms, or at all. If adequate funds are not available, the Company
may be required to delay, scale back or eliminate its research,
engineering and development or manufacturing programs or obtain
funds through arrangements with partners or others that may
require the Company to relinquish rights to certain of its
technologies or potential products or other assets.  Accordingly,
the inability to obtain such financing could have a material  
adverse effect on the Company's business, financial condition and
results of operations.


ANC RENTAL: Demands Repayment of $6.6MM Avoidable Transfers
-----------------------------------------------------------
The ANC Rental Corporation Debtors demand money judgment for
certain transfers they made to or for the benefit of 57 Vendors
aggregating $6,674,178 during the 90-day period prior to the
Petition Date.

Specifically, the Debtors seek to avoid the Avoidable Transfers,
pursuant to Section 550(a) of the Bankruptcy Code.  The Debtors
ask Judge Walrath to:

   -- direct these Vendors to pay the Debtors an amount to be
      determined at trial that is not less than the amount of
      the Avoidable Transfers, plus interest and costs and
      pursuant to Section 502(d); and

   -- disallow any claim of these Vendors against the Debtors
      until the Vendors pay in full the amount so determined.

These Vendors are:

      Vendors                              Amount of Transfer
      -------                              ------------------
      Versagaphics, Inc.                             $115,838
      Printing Technologies, Inc.                      22,135
      Healthplan Southeast, Inc.                       14,675
      Healthpartners, Inc.                            208,720
      HMSA Blue Cross Blue Sheild of Hawaii           152,102
      Howard Johnson and Company                      166,760
      MKI Investments, Inc.                            22,880
      O C Tanner Sales, Co.                             9,145
      Online Interpreters, Inc.                        38,639
      Otis Elevator, Co.                               16,102
      Pacificare of Nevada, Inc.                       25,250
      Pacificare of Texas, Inc.                        28,485
      Penske Truck Leasing, Co.                       200,000
      Postal Center Internation, Inc.                  69,760
      Powerware Corporation                            18,228
      Preferred Care, Inc.                             22,100
      Ultimate Staffing Service LP                      8,600
      Union Bank of California, Inc.                  814,660
      United Auto Carriers, Inc.                       94,080
      UPMC Health Plan, Inc.                           41,357
      US Imaging Solutions, Inc.                       28,061
      Qwest Corporation                                67,917
      Uunet Technologies, Inc.                         43,012
      Aircraft Administration & Leasing Co., Inc.      21,794
      Amelia Island Plantation                         94,860
      Ameurop Travel Service                           24,000
      Aon Risk Services, Inc.                         102,500
      Aon Risk Services, Inc. of NY                   732,160
      Arch Wireless                                    21,785
      Bernard Hodes Group, Inc.                         7,828
      Bloomberg LP                                      7,848
      BMC Software, Inc.                                7,717
      Arthur Andersen LLP                             528,550
      Bowne Business Services, Inc. Atlanta            16,575
      Brody Fabiani & Cohen LLP                        60,796
      Business Wire, Inc.                              11,765
      Cananwill, Inc.                                 473,263
      Certified Coffee Services, Inc.                  22,342
      Cima Consulting Group                           745,388
      Citibank NA                                     106,173
      Claritas Communications                         177,020
      Connecticut General Life Insurance Company      775,564
      Copyscan, Inc.                                    8,710
      CT Corporation System, Corp.                     49,794
      Genesys Conferencing, Inc.                       35,267
      Gallup Organisation, Ltd.                        45,876
      Ceridian Corporation                             50,175
      William Mercer                                   23,501
      Vision Service Plan Insurance, Co.              119,370
      West Publishing Corporation                      10,674
      William M. Mercer                                21,814
      Williams Communications Solutions LLC            14,829
      Custom Business Forms, Inc.                       7,615
      Data2Logistics LLC                                7,929
      DDL Pilot Services Co. Inc.                      89,440
      DFS Acceptance LP                                13,147
      E-predix, Inc.                                    9,604
                                                   ----------
      TOTAL                                        $6,674,178
(ANC Rental Bankruptcy News, Issue No. 43; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ARMOR HOLDINGS: Will Pay Simula Merger Consideration in Cash
------------------------------------------------------------
Armor Holdings, Inc. (NYSE: AH), a leading manufacturer and
distributor of security products and vehicle armor systems serving
law enforcement, military, homeland defense and commercial
markets, announced that the merger consideration payable to the
shareholders of Simula, Inc. in connection with its pending merger
with Armor Holdings, Inc., will consist of 100% cash.

Warren B. Kanders, Chairman of the Board of Directors of Armor,
stated, "In light of the growth opportunities available to Armor
and the strength of our balance sheet, the Board has elected to
pay all cash to consummate the merger."

Comprehensive information on the merger and the merger
consideration is set forth in Armor's registration statement dated
November 10, 2003, filed with the Securities and Exchange
Commission, and available on Armor's Web site at
http://www.armorholdings.com

Armor Holdings (S&P, BB Corporate Credit Rating, Stable), included
in FORBES magazine's list of "200 Best Small Companies" in 2002,
and a member of the S&P Smallcap 600 Index, is a leading
manufacturer of security products for law enforcement personnel
around the world through its Armor Holdings Products division and
is one of the world's largest and most experienced passenger
vehicle armoring manufacturers through its Mobile Security
division.  Armor Holdings Products manufactures and sells a broad
range of high quality branded law enforcement equipment.  Such
products include ballistic resistant vests and tactical armor,
less-lethal munitions, safety holsters, batons, anti-riot products
and a variety of crime scene related equipment, including narcotic
identification kits. Armor Holdings Mobile Security, through its
commercial business, armors a variety of vehicles, including
limousines, sedans, sport utility vehicles, and money transport
vehicles, to protect against varying degrees of ballistic and
blast threats.  Through its military program, it is the prime
contractor to the U.S. Military for the supply of armoring and
blast protection for High Mobility Multi-purpose Wheeled Vehicles,
commonly known as HMMWVs.


ATA HOLDINGS: Reports 19.9% Increase in November 2003 Traffic
-------------------------------------------------------------
ATA Airlines, Inc., the principal subsidiary of ATA Holdings Corp.
(Nasdaq: ATAH), reported that November scheduled service traffic,
measured in revenue passenger miles, increased 19.9 percent on
22.2 percent more capacity, measured in available seat miles,
compared to 2002.  

ATA's November scheduled service passenger load factor decreased
1.2 points to 63.4 percent and passenger enplanements grew by 15.7
percent compared to 2002. ATA enplaned 809,385 scheduled service
passengers in November and 9,566,610 for the eleven months ending
November 2003.

ATA Holdings Corp. common stock trades on the NASDAQ Stock Market
under the symbol "ATAH".  As of November 30, 2003, ATA has a fleet
of 32 Boeing 737-800's, 15 Boeing 757-200's, 12 Boeing 757-300's,
and 6 Lockheed L1011's. Chicago Express Airlines, Inc., the wholly
owned commuter airline based at Chicago-Midway Airport, operates
17 SAAB 340B's.

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


BALL CORP: Fitch Initiates Loan & Note Ratings at Lower-B Level
---------------------------------------------------------------
Fitch Ratings has initiated ratings on Ball Corporation's (NYSE:
BLL) senior secured credit facilities and senior notes at 'BB+'
and 'BB', respectively. The Rating Outlook is Stable.

The ratings reflect BLL's leading market positions, stability of
end-markets and customers, relatively steady margin performance,
and strong free cash flow generation. Concerns include high
leverage related to the December 2002 Schmalbach acquisition,
although leverage should continue to decline consistently through
year-end 2004. Recent margin performance has improved due to the
consolidation of the high-margin European operations, but has
still been impacted by weakness in the food packaging segment,
changes to deposit regulations in Germany, the negative impact of
damp weather on North American beverage volumes and pricing
pressures in the plastics segment.

Following the Schmalbach acquisition, total debt (including
accounts receivable securitization) roughly doubled to $2.1
billion, with pro forma total debt/EBITDA of approximately 3.4x.
As of Sept. 30, 2003, total debt remained flat with year-end 2002
figures, but was impacted by seasonal working capital requirements
and the payment of a $138 million tax liability assumed through
the Schmalbach acquisition. With the fourth quarter reversal of
working capital requirements, year-end total debt/EBITDA could be
reduced below 3.1x. Even in the absence of a rebound in North
American packaging margins in 2004, free cash flow is expected to
exceed $250 million, and total debt/EBITDA is expected in the
range of 2.5x-2.8x. Over the intermediate term, excess cash flow
is expected to be applied to share repurchases, dividends, and
acquisitions, although due to industry consolidation major
acquisition opportunities in core segments may be limited.

Overall, the North American packaging business (North American
beverage, food, and plastic packaging businesses) generates over
50% of BLL's operating earnings. BLL holds the leading position in
the North American beverage can market (with approximately a 33%
share) and the second largest share in the North American food can
market. The North American beverage can segment accounted for 46%
of total sales in the first nine months of 2003. Due to the mature
nature of the industry, the entrenched position with leading
customers, and long term contracts, margins demonstrate relatively
limited volatility and produce steady free cash generation. Growth
going forward is likely to be in the low-to-mid single digits. The
food can business (13% of sales during the first nine months of
2003) has been weak due to weak pricing, weather, and some
problems at a new two-piece food can line in one of BLL's plants.
The plastic container market (7.6% of YTD sales) is more
fragmented and pricing pressure is severe, however this segment is
the fastest growing market within the container industry and
volume growth is expected to remain strong over the next few
years.

BLL Europe (20% of consolidated sales) has the second largest
share in the European beverage can market. The European market
provides growth opportunities due to growing Eastern and
Southeastern European regions and margins are stronger than in
North America. Germany accounts for approximately 30% of revenues
and around mid-40% of EBIT in Europe (prior to 2003) but has been
impacted since January 2003 from changes to beverage can deposit
regulations. This issue could lead to a reduction in domestic
German volumes of as much as 50%, although production capacity is
now being directed to other markets. There is no timetable as to
when structural changes to the deposit system will result in
restored volumes.

BLL Aerospace is the smallest business segment (about 10% of total
sales), and manufactures and sells aerospace and other related
products and services used primarily in the defense, civil space
systems, and commercial space industries. The backlog in this
segment has been increasing steadily over the past several years.
At Sept. 30, 2003, backlog was at a record $681 million, compared
with $497 million at Dec. 31, 2002 and $405 million at Sept. 30,
2002. Capital requirements in this segment are modest, and with
its attractive margin performance, the Aerospace segment should
continue to contribute to free cash flow generation.

Ball Corporation manufactures metal and plastic packaging,
primarily for beverages and foods, and is also a supplier of
aerospace and other technologies and services to commercial and
governmental customers. Major customers include Miller Brewing
Company, PepsiCo, Inc. and affiliates, Coca-Cola Company and
affiliates, all bottlers of Pepsi-Cola and Coca-Cola branded
beverages, and various U.S. government agencies. This rating was
initiated by Fitch as a public service to investors.


BION ENVIRONMENTAL: Ability to Continue as Going Concern in Doubt
-----------------------------------------------------------------
Bion Environmental Technologies, Inc. was incorporated in 1987 in
the State of Colorado. The Company is in the process of developing
and testing a second generation of its technology to provide waste
management solutions to the agricultural industry, focusing on
livestock waste from confined animal feeding operations, such as
large dairy and hog farms.  In the past the Company has engaged in
two main areas of activity by utilizing the first generation of
its technology (which the Company discontinued marketing during
calendar year 2001) and which areas it intends to re-enter during
the current fiscal year pending results of field testing its
second generation NMS technology during fiscal year 2004.

     1)  WASTE STREAM REMEDIATION.  The removal of pollutants
     (primarily nitrogen and phosphorus) which pollute soil and
     water and reduction of emissions of gases to the atmosphere
     which result in acid rain, smog, ground-level ozone or
     produce "greenhouse warming" effects).  Bion intends to
     pursue this area of activity primarily through licensing its
     second generation technology: a) to retrofit existing
     confined animal feeding operations installations (with
     emphasis on large dairy farms utilizing anaerobic lagoons for
     the next 12 months) and b) for use in newly constructed dairy
     farms; and

     2) BIONSOIL SALES.  The production and sale of organic
     BionSoil fertilizer products made from the waste solids
     produced by use of its technology.

In addition, the Company intends to pursue the "Dairy Park
Opportunity," which reflects what the Company believes is the
potential for the Bion technology to allow very large dairy farms
to vertically integrate (with pasteurization, cream separation,
milk bottling, and/or cheese plants, etc.) and pursue site
integration (with ethanol plants, methane production, organic
farming, etc.) on relatively small plots of land. The consolidated
financial statements have been prepared assuming the Company will
continue as a going concern. The Company incurred losses totaling
$1,029,776 during the quarter ended September 30, 2003 (including
non-cash interest expense and other non-cash expenses) and has a
history of losses which has resulted in an accumulated deficit of
$61,137,170 at September 30, 2003.

The Company has been suffering from severe financial difficulties
since approximately January of 2003.  These financial difficulties
resulted in the resignation of nearly all of the Company's
officers and directors during February and March of 2003, and the
termination of most of its employees.  The Company has retained a
core technical staff, but has drastically curtailed its business
activities to include only those activities that are directly
needed to complete development and testing of the Company's second
generation technology.

The Company's financial difficulties resulted primarily from its
inability to raise additional funds due to contractual anti-
dilution provisions that were contained in the agreements related
to the financing transactions that were completed in January of
2002 which provisions prevented any reasonable financing from
being completed.  When the Company became aware of the negative
implications of these anti-dilution provisions while attempting to
structure a planned financing (which financing attempts ultimately
failed during January 2003), the Company attempted to either find
alternative financing methods which could be reasonably completed
and/or negotiate an amendment to such provisions.  After many
months of negotiations, agreements related to amending such
provisions were entered into during the spring of 2003 and the
provisions were finally amended effective August 27, 2003.

Although the Company was able to complete a small financing
through one of its subsidiaries during August of 2003 (with minor
additional funding during early November 2003) which has allowed
it to continue limited work on its second generation technology,
the Company's operations have been severely damaged during the
past year.  In order to continue with business activities, the
Company has had to structure interim financing on extremely
dilutive terms. The Company still faces a severe working capital
shortage and since it has no revenues will need to obtain
additional capital to satisfy its existing creditors.  There is no
assurance that the Company will be able to obtain the funds that
it needs to stay in business or to successfully develop its
business.

The Company's main activity at present consists of work related to
its Texas second generation dairy NMS installation which is
currently in the testing/demonstration stage. The Company
anticipates preliminary results during the last calendar quarter
of 2003 or the first calendar quarter of 2004.

There is substantial doubt about the Company's ability to continue
as a going concern. The Company's consolidated financial
statements do not include any adjustments relating to the
recoverability or classification of asset carrying amounts or the
amounts and classification of liabilities that may result should
the Company be unable to continue as a going concern.

The Company has a stockholders' deficit of $2,789,931, accumulated
deficit of $61,137,170 limited current revenues and substantial
current operating losses. Operations are not currently profitable;
therefore, readers are further cautioned that Bion's continued
existence is uncertain if it is not successful in obtaining
outside funding in an amount sufficient for it to meet its
operating expenses at its current level.


CALPINE: Closes Sale of PG&E Note Receivable for $133.4 Million
---------------------------------------------------------------    
Calpine Corporation (NYSE: CPN) sold to a group of institutional
investors its right to receive payments under a note receivable
from Pacific Gas and Electric Company for approximately $133.4
million in cash.

"The sale of the PG&E note receivable represents the successful
completion of another liquidity-enhancing event," noted Bob Kelly,
Calpine's chief financial officer.  "To date we have completed
liquidity transactions totaling over $2.3 billion.  Our last major
liquidity event, the $250 million construction financing for our
Rocky Mountain project, should be completed in the next 30 days,
bringing the total liquidity raised in 2003 to nearly $2.6
billion."

Proceeds from the sale will be used for general corporate
purposes, including the repurchase of outstanding public
indebtedness in open-market transactions, and as otherwise
permitted by the company's indentures.

The PG&E note receivable stems from a 1999 restructuring of a
long-term power purchase agreement with PG&E for electricity
delivered from the company's Gilroy Power Plant.  Calpine will
continue to own and operate the Gilroy Power Plant, a 112-megawatt
combined-cycle natural gas-fired facility, which supplies power to
the northern California power market and steam to an adjacent food
processing facility.

Calpine (S&P, CCC+ Senior Unsecured Convertible Note and B Second
Priority Senior Secured Note Ratings, Negative Outlook) is a fully
integrated power company that owns and operates electricity
generating facilities and natural gas reserves. The company
generates power at plants it owns or leases in 21 states in the
United States, three provinces in Canada and in the United
Kingdom. Calpine also owns nearly 900 billion cubic feet
equivalent of natural gas reserves, Calpine focuses its
marketing and sales activities on securing power contracts with
load-serving entities. The company has in-depth expertise in every
aspect of power generation from development through design,
engineering and construction management, into operations, fuel
supply and power marketing. Founded in 1984, Calpine is publicly
traded on the New York Stock Exchange under the symbol
CPN. For more information about Calpine, visit
http://www.calpine.com.
    

CINCINNATI BELL: $922 Million Bank Facility Gets S&P's B+ Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating to the $922 million amended and restated bank credit
facility of incumbent local exchange carrier Cincinnati Bell Inc.
The senior secured credit facility comprises a $397 million
revolver expiring in 2006 and a new $525 million Term D facility
due 2008. The term D facility has been used to refinance the more
expensive term loans A, B, and C (with about $327 million
outstanding combined at Sept. 30, 2003), and permanently reduce
the bank revolver. Separately, Standard & Poor's affirmed its
outstanding ratings on Cincinnati Bell, including the 'B+'
corporate credit rating. The outlook remains positive. Pro forma
for this transaction, total debt was about $2.3 billion at the end
of third-quarter 2003.

Although Cincinnati Bell currently has significant value and bank
covenants, and regulatory oversight limit the amount of debt at
subsidiaries, the bank loan rating is not notched above the
corporate credit rating. The key concern is that the company's
value, which is mainly driven by its ILEC business, could
experience meaningful erosion due to wireless substitution and
longer-term competition from cable telephony. Nonetheless, even in
a severely distressed scenario, Standard & Poor's believes there
is strong likelihood of substantial recovery of principal in event
of default or bankruptcy, with minimal loss expected.

"The rating reflects Cincinnati Bell's still-high leverage and
concerns that the company will face increased competition over the
longer term," said Standard & Poor's credit analyst Michael Tsao.
The company became highly leveraged after using significant debt
to finance an unsuccessful long-haul data transport business.
Although this business has been divested, most of the debt was
left on the balance sheet of the parent. With respect to
competition, the ILEC (which accounts for about 80% of total
EBITDA) could be somewhat pressured by cable telephony should Time
Warner Cable Inc. deploy such service in the greater Cincinnati
market.

The wireless business, which accounts for about 20% of total
EBITDA, is expected to face greater competition with the advent of
wireless number portability. Two factors somewhat mitigate these
concerns. First, even after adjusting for increased competition,
Standard & Poor's expects Cincinnati Bell to generate over $150
million of annual free cash flows and be able to gradually reduce
debt. Second, the company's new management, with significant
experience from the company's ILEC, has a record of solid
executions and is actively taking measures (e.g., bundling various
services and rolling out digital subscriber line service) to deal
with the more challenging competitive landscape.

Cincinnati Bell has adequate liquidity given that it does not have
significant debt maturities until 2008 and is projected to
generate free cash flows. The company had about $33 million of
cash at Sept. 30, 2003. This and about $269 million in revolver
availability under the new facility provide some cushion against
execution risks and a potential increase in competition.
Cincinnati Bell has a degree of headroom under all bank covenants
despite the total leverage, senior secured leverage, and interest
coverage covenants becoming more restrictive annually.


CINCINNATI BELL: Elects Michael G. Morris to Board of Directors
---------------------------------------------------------------
Cincinnati Bell Inc. (NYSE:CBB) elected Michael G. Morris, (57)
chairman, president and chief executive officer of the Northeast
Utilities system, to the company's board of directors, effective
immediately.

"We're excited to be adding Michael to our board of directors,"
stated Phil Cox, chairman of the board. "Michael is a nationally
recognized leader in the energy field, and his extensive
experience in a regulated environment will make him a tremendous
asset to our company. In addition, he exhibits the integrity and
leadership skills needed to be an effective board member in the
twenty-first century."

Morris graduated from Eastern Michigan University with both
Bachelor's and Master's degrees in science and received a law
degree, cum laude from the Detroit College of Law. Before joining
Northeast Utilities in August 1997, Morris served as president and
CEO of Consumers Energy, the principal subsidiary of CMS Energy,
and president of CMS Marketing, Services and Trading.

Morris is also a director of St. Francis Care, Inc., Nuclear
Electric Insurance Limited, American Gas Association, Spinnaker
Exploration, Flint Ink Corporation, and Webster Financial
Corporation. In addition, he is second vice chair for the Edison
Electric Institute, and chairman of the Board of the Connecticut
Business & Industry Association.

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


CITIGROUP MORTGAGE: Fitch Rates Classes B-4 & 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.


CSK AUTO: Reports Improved Financial Results for Third Quarter
--------------------------------------------------------------
CSK Auto Corporation (NYSE: CAO), the parent company of CSK Auto,
Inc., a specialty retailer in the automotive aftermarket, reported
its financial results for the third quarter of fiscal 2003.

The Company reports the following:

-- Same store sales increased by 8% during the third quarter of
   fiscal 2003 on top of a 7% same store sales increase in the
   third quarter of fiscal 2002.

-- GAAP net income for the third quarter of fiscal 2003 increased
   to $15.0 million from $10.7 million in the third quarter of
   fiscal 2002.

-- GAAP earnings per share increased 38% to $0.33 in the third
   quarter of fiscal 2003 from $0.24 in the third quarter of
   fiscal 2002.

-- Net debt was reduced by $49.2 million from the end of fiscal
   year 2002.

-- Free cash flow (see discussion in attached tables) was $48.5
   million during the first three quarters of fiscal 2003.

             Thirteen Weeks Ended November 2, 2003

Net sales for the thirteen weeks ended November 2, 2003 were
$409.8 million compared to $383.0 million in the thirteen weeks
ended November 3, 2002. Same store retail sales increased 8% (7%
increase in commercial sales) on top of a 7% same store sales
increase in the third quarter of fiscal 2002. The increase in
sales is a result of our continued increase in average sale per
customer and attraction of new customers to our stores through our
new product offerings.

Gross profit was $192.2 million, or 46.9% of net sales, in the
third quarter of fiscal 2003 as compared to $180.8 million, or
47.2% of net sales, in the third quarter of fiscal 2002.
Consistent with the Company's prior guidance, our new product
offerings carry slightly lower gross margin rates; however,
improved comparable store sales resulted in higher gross profit
dollars. In addition, we adopted Emerging Issues Task Force No.
02-16, "Accounting by a Customer (Including a Reseller) for
Certain Considerations Received from a Vendor" ("EITF 02-16")
during the first quarter of fiscal 2003. Had this guidance been
implemented during the third quarter of fiscal 2002, approximately
$2.4 million of vendor allowances would have reduced cost of sales
rather than operating and administrative expenses.

Operating and administrative expenses for the third quarter of
fiscal 2003 were $154.9 million, or 37.8% of net sales, compared
to $149.4 million, or 39.0% of net sales, for the third quarter of
fiscal 2002. The 120 basis point reduction is a result of our
ability to leverage our fixed operating costs over our increasing
sales along with our continued focus on expense controls.

Operating profit for the third quarter of fiscal 2003 increased
18% to $36.9 million (9.0% of net sales), compared to $31.4
million (8.2% of net sales) for the third quarter of fiscal 2002.

Interest expense for the third quarter of fiscal 2003 decreased to
$12.4 million from $14.2 million in the third quarter of fiscal
2002 as a result of our reduced debt levels and more favorable
terms under our current credit facility established in June 2003.

GAAP net income for the third quarter of fiscal 2003 was $15.0
million, or $0.33 per diluted common share, compared to net income
of $10.7 million, or $0.24 per diluted common share, for the third
quarter of fiscal 2002. On a comparable basis, which excludes
certain items described in the attached table, net income
increased to $15.2 million, or $0.33 per diluted common share, in
the third quarter of fiscal 2003 from $10.7 million, or $0.24 per
diluted common share, in the third quarter of fiscal 2002.

"We are very pleased to be an industry leader in same store sales
increases. The sales increases and the continued focus on expense
controls have driven more dollars to the bottom line," said
Maynard Jenkins, Chairman and Chief Executive Officer of CSK Auto
Corporation. "Our improved operating performance has allowed us to
reduce our debt levels substantially and generate significant
amounts of free cash flow. Our strong comparable store sales
growth has continued into our fourth quarter."

             Thirty-nine Weeks Ended November 2, 2003

Sales for the thirty-nine weeks ended November 2, 2003 were
$1,205.7 million compared to $1,156.9 million for the thirty-nine
weeks ended November 3, 2002. Same store sales increased 5%
(comprised of a 6% increase in retail sales and a 4% increase in
commercial sales) on top of a 7% same store sales increase in the
thirty-nine weeks of fiscal 2002. The increase in sales is a
result of our continued increase in average sale per customer and
attraction of new customers to our stores through the new product
offerings.

Gross profit was $560.9 million, or 46.5% of net sales, for the
thirty-nine weeks ended November 2, 2003 as compared to $528.0
million or 45.6% of net sales, in the comparable thirty-nine week
period of fiscal 2002. As previously discussed, we adopted EITF
No. 02-16 during the first quarter of fiscal 2003. Had this
reclassification been implemented during the comparable thirty-
nine weeks of fiscal 2002, approximately $10.2 million of vendor
allowances would have reduced cost of sales rather than operating
and administrative expenses.

Operating profit for the thirty-nine weeks of fiscal 2003 totaled
$98.3 million, or 8.2% of net sales, compared to $82.7 million, or
7.2% of net sales, for the thirty-nine weeks of fiscal 2002. As a
percentage of net sales, operating and administrative expenses
were 38.3% in both fiscal periods.

Interest expense for the thirty-nine weeks of fiscal 2003
decreased to $39.6 million from $48.2 million in the thirty-nine
weeks of fiscal 2002 as a result of our reduced debt levels and
more favorable terms under our current credit facility.

GAAP net income for the thirty-nine weeks of fiscal 2003 was $33.4
million, or $0.73 per diluted common share, compared to net income
of $18.2 million, or $0.46 per diluted common share, in the
thirty-nine weeks of fiscal 2002. On a comparable basis, which
excludes certain items described in the attached table, net income
for the thirty-nine weeks of fiscal 2003 was $36.1 million, or
$0.79 per diluted common share, compared to net income of $23.7
million, or $0.57 per diluted common share for the thirty-nine
weeks of fiscal 2002.

Free cash flow for the thirty-nine weeks of fiscal 2003 was $48.5
million compared to $15.2 million for the thirty-nine weeks of
fiscal 2002. The most significant components of the increase were:
(1) higher net income, primarily as a result of expense control
and improved product mix; (2) improved working capital management;
and (3) cash proceeds received from the termination of our
interest rate swap agreement in June 2003.

                            Outlook

Our third quarter sales trends have continued into the fourth
quarter. Barring any unforeseen circumstances and assuming same
store sales increases of 5% to 6%, we expect full year net income
between $49 million and $51 million (approximately $1.05 to $1.08
per diluted common share, assuming approximately 47 million shares
outstanding). The increase in shares outstanding reflects the
impact of our share price increase under the treasury method of
accounting for stock options in addition to stock option exercises
over the period. As compared to the fourth quarter of fiscal 2002,
we anticipate slightly lower gross margin rates associated with
our new product offerings during the fourth quarter of fiscal
2003. In addition, our diluted share count will be higher in the
fourth quarter of fiscal 2003 than in the fourth quarter of fiscal
2002. We are forecasting free cash flow for fiscal 2003 of between
$70 million and $75 million. We also expect a full-year reduction
of net debt of between $70 million and $75 million. For fiscal
2004, we are forecasting same store sales increases of 3% to 4%
and an approximate 20% increase in net income and earnings per
share, compared to estimated fiscal 2003. Free cash flow in fiscal
2004 is expected to be between $65 and $75 million. We expect to
use this excess cash primarily to reduce outstanding debt and to
accelerate our store growth to approximately 45 new or relocated
stores during fiscal 2004.

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


COMMUNITY LIVING: S&P Ratchets Debt & Bond Ratings Down to BB+
--------------------------------------------------------------  
Standard & Poor's Ratings Services said it lowered its rating on
the existing debt of Community Living Options to 'BB+' from 'BBB'
due to a material increase in debt (to acquire 15 senior living
facilities) resulting in a substantial weakening of debt measures.
In addition, it assigned its 'BB+' rating to Illinois Development
Finance Authority's senior series 2003A and senior series 2003C
(taxable) bonds issued for Community Living Options. The outlook
is stable.

The acquisition by CLO of the senior living facilities will be a
departure from its traditional line of business.

The rating reflects a substantial increase in CLO's debt, $100.98
million, raising it to more than $110 million and a departure from
CLO's traditional line of business, operating residential
facilities for the developmentally disabled in Illinois, to senior
housing and senior living.

In addition, the rating is affected by the expectation that
liquidity for all the facilities will drop from more than 550
days' cash on hand to about 240 days' cash; debt service coverage
will drop from more than 4x to pro forma coverage of about 3x; and
leverage will increase from about 20% to about 70%.

"The stable outlook reflects the expectation that the combined
organization will perform adequately over the forecasted period,"
said Standard & Poor's credit analyst John Fargnoli.

CLO will derive about 66% of its revenues from the acquired senior
living facilities and the remaining revenue will come from its
existing line of business. All the acquired senior living
facilities are operational and profitable.


COVANTA: Court Clears Modified D.E. Shaw Commitment Letter
----------------------------------------------------------
Pursuant to the Reorganization Plan, the Covanta Energy Debtors
contemplate entering into new credit facilities upon emergence
from bankruptcy, with certain of its prepetition lenders and
certain unnamed Additional New Lenders.  The Reorganization Plan
and Disclosure Statement contemplate that the Additional New
Lenders will be responsible for underwriting $45,000,000 of the
funding commitment with respect to the Exit Financing Agreements.

James L. Bromley, Esq., at Cleary, Gottlieb, Steen & Hamilton, in
New York, informs the Court that the Debtors, along with Bank of
America, N.A. and Deutsche Bank, AG, New York Branch have been in
negotiations for several months with D.E. Shaw Laminar
Portfolios, LLC to act as the most significant prospective
Additional New Lender.

The Debtors, the Agent Banks and D.E. Shaw negotiated a form of
agreement.  Pursuant to the terms of the Commitment Letter, D.E.
Shaw commits to provide up to $45,000,000 of financing on the
Effective Date of the Reorganization Plan, subject to these
principal and salient terms:

A. The Reorganization Plan Warrants, the New High Yield Secured  
   Notes, the maximum equity available for issuance under the
   Covanta Management Incentive Plan and the value of Reorganized
   Covanta for the purposes of the Reorganization Plan Warrants
   will be as set forth in the Commitment Letter;

B. D.E. Shaw will constitute no less than 50% in amount of the
   Additional New Lenders;

C. The Effective Date of the Reorganization Plan will be on or
   before December 31, 2003;

D. D.E. Shaw will be entitled to reimbursement for its fees and
   expenses of counsel incurred in connection with the Debtors'
   Chapter 11 cases, in an amount not to exceed $250,000;

E. Acceptance for purposes of the Commitment Letter will occur
   on the:

      (a) execution and delivery of the Commitment Letter; and

      (b) payment of a $450,000 commitment fee.

   The Commitment Fee will be fully earned and non-refundable
   upon the acceptance of the Commitment Letter; and

G. The Reorganization Plan will be modified to reflect the terms
   and conditions of the Commitment Letter.

Pursuant to Section 363 of the Bankruptcy Code, Covanta Energy
Corporation seeks the Court's authority to:

   (a) enter into the Commitment Letter with D.E. Shaw in
       connection with D.E. Shaw's commitment to provide
       financing as an Additional New Lender as contemplated in
       the Reorganization Plan; and

   (b) make certain payments to D.E. Shaw in connection with the
       Commitment Letter.

Obtaining a commitment from an Additional New Lender to provide
financing under the Exit Financing Agreements is critical to the
Debtors' successful emergence from the Chapter 11 cases.  Mr.
Bromley contends that:

   -- the terms upon which D.E. Shaw has committed to provide the
      necessary financing as an Additional New Lender are fair
      and reasonable;

   -- the requested modifications to the Reorganization Plan are
      immaterial and do not affect the viability of the
      Reorganization Plan; and

   -- the payment of the $450,000 Commitment Fee in exchange for
      D.E. Shaw's commitment to provide up to $45,000,000 in
      financing, plus an allowance for reimbursement of its costs
      of counsel, is appropriate in a transaction of this nature.

                       *    *    *

Judge Blackshear approves the Commitment Letter with these
modifications:

   (a) The Expense Reimbursement will be $350,000;

   (b) The Effective Date will be on January 31, 2004; and

   (c) The Commitment Fee will not be payable until December 3,
       2003.  If the Commitment Fee is not paid by that date,
       then D.E. Shaw's commitments under the Commitment Letter
       will immediately terminate unless otherwise extended
       pursuant to a mutual written agreement among the parties,
       with prior notice to the Official Committee, the
       Unofficial Committee of 9.25% Debenture Holders and the
       Agents. (Covanta Bankruptcy News, Issue No. 42; Bankruptcy
       Creditors' Service, Inc., 215/945-7000)    


COVENTRY HEALTH: Will Publish Fourth-Quarter Results on Feb. 3
--------------------------------------------------------------
Coventry Health Care, Inc. (NYSE:CVH) will release fourth quarter
financial results on Tuesday, February 3, 2004. Allen F. Wise,
Coventry's President and Chief Executive Officer, will host a
conference call and webcast at 9:00 a.m. EST on that day to
discuss the results.

To listen to the call, dial toll-free at (800) 967-7134 or, for
international callers, (719) 457-2625. A replay of the call may be
accessed at (888) 203-1112 or, for international callers, (719)
457-0820. The access code is 619952. The replay will be available
beginning Tuesday, February 3, at 1:00 p.m. EST until Tuesday,
February 10, at 11:00 p.m. EST. The conference call will also be
available via webcast on the Investor Relations page on Coventry's
Web site at http://www.cvty.com  

Coventry Health Care (A.M. Best, bb+ Senior Unsecured Debt Rating)
is a managed health care company based in Bethesda, Maryland
operating health plans and insurance companies under the names
Altius Health Plans, Coventry Health Care, Coventry Health and
Life, Carelink Health Plans, Group Health Plan, HealthAmerica,
HealthAssurance, HealthCare USA, PersonalCare, SouthCare, Southern
Health and WellPath. The Company provides a full range of managed
care products and services, including HMO, PPO, POS,
Medicare+Choice, Medicaid, and Network Rental to 3.1 million
members in a broad cross section of employer and government-funded
groups in 14 markets throughout the Midwest, Mid-Atlantic and
Southeast United States. More information is available on the
Internet at http://www.cvty.com


CROWN CASTLE: Proposes $200-Milllion Private Senior Debt Offering
-----------------------------------------------------------------
Crown Castle International Corp. (NYSE: CCI) intends to offer in a
private transaction $200 million of senior notes due 2013.  Crown
Castle expects to use the proceeds from this offering to tender in
the near term for its outstanding 9% Senior Notes and tender or
purchase certain other of its indebtedness.

The notes will be offered to qualified institutional buyers under
Rule 144A and to persons outside of the United States under
Regulation S.  The notes will not be registered under the
Securities Act of 1933, as amended, or any state securities laws,
and, unless so registered, may not be offered or sold in the
United States except pursuant to an exemption from the
registration requirements of the Securities Act and applicable
state securities laws.

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


CROWN CASTLE: Raises $300 Million in Senior Debt Offering
-------------------------------------------------\--------
Crown Castle International Corp. (NYSE: CCI) priced $300 million
of its 7.5% Senior Notes due 2013.  Crown Castle expects to use
the net proceeds from this offering, together with existing cash
balances, to tender in the near term for its outstanding 9% Senior
Notes and 9-1/2% Senior Notes.  Closing of the offering is
scheduled for December 11, 2003.

The notes are offered solely to qualified institutional buyers
under Rule 144A under the Securities Act of 1933, as amended and
to persons outside of the United States under Regulation S under
the Securities Act.  The notes will not be registered under the
Securities Act, or any state securities laws, and, unless so
registered, may not be offered or sold in the United States except
pursuant to an exemption from the registration requirements of the
Securities Act and applicable state securities laws.

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


CS FIRST BOSTON: Fitch Ups Class SC Notes Rating a Notch to BB-
---------------------------------------------------------------
Fitch Ratings upgrades CS First Boston Mortgage Securities Corp.'s
commercial mortgage pass-through certificates, series 1995-MF1 as
follows:

        -- $5.5 million class SB to 'A' from 'BBB';

        -- $10 million class SC to 'BB' from 'BB-'.

Fitch does not rate classes PL-C, PL-D and SD. Class PL-D is
collateralized by one floating rate loan that is excluded from the
Fitch review. Nineteen fixed-rate loans collateralize the classes
PL-C, SB, SC and SD. The upgrades are attributed to the increase
in subordination levels due to loan payoffs and amortization.

As of the November 2003 distribution date, the pool's aggregate
certificate balance has paid down 72% to $71.5 million from $251.1
million at issuance, and the number of loans from 74 to 20.

GMAC Commercial Mortgage Corp., the master servicer, collected
operating statements for 77% of the outstanding pool by current
loan balance. The YE 2002 weighted-average debt service coverage
ratio for these loans is 1.41 times, compared to 1.40x for YE 2001
and 1.31x at issuance. Fitch is concerned with the increasing
concentration of the pool, however all remaining loans are
performing. One loan (1.2%) has a YE 2002 DSCR below 1.0x. No
losses are expected.

Fitch will continue to monitor the performance of this
transaction.


DUANE READE: Refuses to Negotiate with New York Workers
-------------------------------------------------------
U.S. Representative Anthony Weiner, Assemblyman Jeff Klein and
labor representatives were turned away Thursday as they tried to
deliver to Duane Reade (S&P, B+ Corporate Credit and B Senior
Unsecured Debt Ratings, Negative) headquarters 40,000 cards signed
by New Yorkers calling for the company to negotiate a contract
with the union representing 2,600 employees in 142 stores.

Prior to the shutout, approximately 100 members of the Allied
Trades Council/Local 338 of the Retail, Wholesale and Department
Store Union, UFCW, peacefully demonstrated at Duane Reade
headquarters.  Dubbing the drug store chain, "Dwayne Greed," Local
338 President John Durso expressed outrage that the company
refuses to recognize the union, despite a landslide election where
93 percent of workers voted in favor of affiliation with Local
338.

"Duane Reade is New York's greediest employer," Durso said.  
"Duane Reade and its President, Anthony Cuti, have refused to come
to the bargaining table and give their employees a fair contract.  
Instead they offer their employees one of the lowest salaries in
the industry, demand workers pay more for significantly reduced
health care coverage, offer no pension, and most importantly,
leave their employees without a sense of dignity and respect that
all workers deserve."

"Duane Reade has also proved that they are a bad neighbor to New
Yorkers," Assemblyman Klein noted, citing his recently released
report titled Filled Prescriptions, Empty Pockets, An Analysis of
Prescription Drug Price Disparities at NYC Pharmacy Chains that
shows Duane Reade has the highest average price for prescription
drugs in the city.  "Among the 24 Duane Reade pharmacies we
surveyed, the eight stores showing the highest prices included
the four stores located in the poorest zip codes," Klein said.  
The report goes on to note that Duane Reade stores in heavily
minority zip codes charged the highest prices.

The National Labor Relations Board has issued numerous complaints
against Duane Reade, including that the company has not provided
ATC/Local 338 with an up-to-date list of employees; harassed the
union's agents and initiated police action against the agents;
interfered with, restrained and coerced employees in the exercise
of their right to union activity; discriminated in regards to
hiring and in terms of employment relating to union activity;
refused to bargain with the union; and circulated a petition to
decertify ATC/Local 338 as the union representing employees.  
Duane Reade employees have been without a contract for two years.

Local 338 RWDSU/UFCW represents more than 16,500 supermarket,
dairy and healthcare workers in New York.  It is an affiliate of
the 1.4 million-member United Food and Commercial Workers Union,
AFL-CIO.


ENRON CORP: Seeks Court Nod for Enbridge Settlement Agreement
-------------------------------------------------------------
Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, Enron Corporation and Enron North America Corporation
ask the Court to approve a settlement and release agreement
between Enron Corp., ENA, Enron Canada Corporation, on one hand,
and Enbridge Distribution, Inc., on the other hand.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, in New
York, states that on May 19, 1995, Enron Canada and Enbridge
entered into an ISDA Agreement pursuant to which Enron Canada and
Enbridge negotiated and entered into financial transactions
concerning natural gas.  Pursuant to the Agreement, on
November 13, 2001, ENA paid $1,000,000 to Enbridge as Cash
Collateral to secure Enron Canada's outstanding financial
transactions with Enbridge.

On November 30, 2001, the Agreement was terminated and Enbridge
agreed to refund the Cash Collateral, plus accrued interest.  
Given that ENA and Enron Canada may have rights to the Cash
Collateral, Enbridge required Enron and ENA to execute a release
before it pays the Cash Collateral.  ENA and Enron Canada agreed
to arrange for Enbridge to pay the Cash Collateral into an escrow
account for their benefit.  According to Mr. Sosland, the Cash
Collateral will be released from the escrow upon the earlier of a
signed consent on behalf of the Creditors Committee or a Court
order.

Enron and ENA will release Enbridge of any and all manners of
action, causes of action, suits, dues, claims, sums of money and
demands whatsoever at law or in equity, which Enron or ENA had,
has or may have and which may arise as a result of, or are in any
way related to, the Cash Collateral.

Mr. Sosland assures the Court that the Settlement is a product of
arm's-length bargaining between the parties.  Moreover, the
Settlement resolves any claims with regard to the Cash Collateral
consensually, without litigation and additional legal expenses.
(Enron Bankruptcy News, Issue No. 89; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ENRON: Seeks Go-Ahead for Royal Bank Settlement Agreement
---------------------------------------------------------
Lenders Royal Bank of Canada and Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A. and the Enron Parties, Enron
Corporation, Enron North America Corporation, Enron Energy
Services Operations, Inc., Aeneas LLC, Enron Asset Holdings LLC
and certain other Enron affiliates, are parties to certain
agreements and instruments that comprise a series of transactions
known as the "Cerberus Transactions."  The Cerberus Transactions
involve, inter alia, the monetization of a block of 11,500,000
shares of common stock of EOG Resources, Inc., a former Enron
subsidiary.

In conjunction with its spin-off from EOG, Brian S. Rosen, Esq.,
at Weil, Gotshal & Manges LLP, in New York, relates that Enron
entered into a Share Exchange Agreement, dated July 19, 1999,
pursuant to which it reduced its holdings in EOG solely to the
EOG Shares.  The Share Exchange Agreement also contained certain
transfer restrictions.

In November 2000, pursuant to certain of the Cerberus Transaction
Documents:

   (i) the EOG Shares were transferred from Enron to Enron Asset
       and then, to Aeneas in exchange for which, Enron Asset
       received a Class A Interest in Aeneas, entitling Enron
       Asset to 100% voting power and 0.01% economic interest in
       Aeneas;

  (ii) a Class B Interest, which entailed a 99.99% economic
       interest, but no voting power, in Aeneas was issued to
       Psyche LLC, an Enron Asset subsidiary;

(iii) Psyche immediately transferred the Class B Interest to
       the Heracles Trust in exchange for the proceeds of a
       $517,000,000 loan -- the Cerberus Credit Facility -- made
       to the Heracles Trust by RBC; and

  (iv) the proceeds of the Cerberus Credit Facility were paid to
       Aeneas and ultimately distributed to Enron Asset.

In connection with the November 2000 transactions, Enron Asset
entered into a "total return swap" with the Heracles Trust,
wherein Enron Asset was obligated to pay the Heracles Trust all
payments due on Heracles Trust's indebtedness to RBC -- the Total
Return Swap.  Enron guaranteed Enron Asset's obligations pursuant
to the Total Return Swap.  As an additional credit enhancement,
Enron Asset granted a put option to Aeneas that required Enron
Asset to repurchase some or all of the EOG Shares from Aeneas to
the extent necessary to pay the amounts due from the Heracles
Trust to RBC.  The put option was backed by a demand note from
Enron to Enron Asset.

In January 2001, Mr. Rosen informs Judge Gonzalez that the
November 2002 Cerberus Transactions were modified, by among other
things, the "effective" termination of the Total Return Swap
between Enron Asset and the Heracles Trust and the introduction
of Rabobank as a provider of credit support through the execution
of a "total return swap" between Rabobank and RBC.  In addition,
Rabobank entered into an equity-linked swap with ENA, guaranteed
by Enron, pursuant to which, at termination:

   (a) ENA was required to pay Rabobank amounts by which the
       market value of the EOG Shares fell below a specified
       amount per share; and

   (b) Rabobank was required to pay ENA amounts by which the
       market value of the EOG Shares exceeded a specified
       amount per share.

Additional changes were made in connection with the Cerberus
Transactions.  Pursuant to the Waiver and Amendment Agreement,
dated January 31, 2001, by and among Enron Asset, Aeneas, Psyche,
the Heracles Trust, GSS Holdings, RBC, Rabobank, Enron and EESO:

   (i) Enron Asset assigned to Psyche its right to distributions
       on its Class A Interest in Aeneas;

  (ii) Enron Asset also assigned to RBC -- which, in turn,
       assigned to Rabobank -- the right to distributions on its
       100% interest in Psyche, which distributions included
       Psyche's right to receive proceeds from the Heracles
       Trust pursuant to distributions made under the Heracles
       Trust Agreement;

(iii) Enron Asset sold its membership interests in Psyche and
       Aeneas to EESO;

  (iv) the Heracles Trust agreed not to enforce its rights under
       the original "total return swap" with Enron Asset and not
       to deliver any notices to exercise the put option
       executed in the Cerberus Transactions of November 2000;
       and

   (v) RBC agreed to exercise its rights under a Sales Agency
       Agreement in accordance with the written direction of
       Rabobank and the terms of the Sales Agency Agreement and
       Enron Asset agreed to direct Aeneas and Psyche to pay
       distributions directly to Rabobank.

In addition, Rabobank paid to RBC a $569,793 premium that
reflected, in part, the accrued interest due to RBC pursuant to
the Cerberus Credit Facility.

Mr. Rosen tells the Court that RBC filed Claim No. 142600 against
Enron, Claim No. 1424700 against ENA and Claim No. 1424500
against EESO.  The Claims are all in unliquidated amounts in
respect of the Cerberus Transactions.  Similarly, Rabobank filed
an unliquidated and contingent proof of claim against EESO --
Claim No. 1312400 -- and Claim Nos. 1939000 and 1310300 against
Enron and ENA for $575,006,072 each, plus additional unliquidated
amounts, in respect of the Cerberus Transactions.  The Heracles
Trust and Aeneas also filed separate unliquidated proofs of claim
against Enron and EESO -- Claim Nos. 1433600, 1356200, 1431500
and 1356300 -- in respect of the Cerberus Transactions.

On February 4, 2002, Silvercreek Management, Inc., Aristeia
Capital LLC, King Street Capital Management LLC and Appaloosa
Management LP -- the Noteholders -- sought an order affirming the
applicability of Section 555 of the Bankruptcy Code, or, in the
alternative, for relief from the automatic stay to enable them to
deliver a notice of acceleration of those certain 7% Exchangeable
Notes, due July 31, 2002.  While the Notes constitute an
unsecured debt obligation of Enron, they contain a mandatory
exchange provision that obligates the Noteholders to accept
shares in EOG as payment of the principal indebtedness.  The
Noteholders' request was predicated on allegations that the
Noteholders were at risk of incurring loss due to a possible
diminution in value of EOG stock and the EOG Shares subject to
the Cerberus Transactions.  In separate objections, the Debtors
and the Lenders argued that the Noteholders had no interest in or
basis for relief with respect to the EOG Shares.

Furthermore, the Lenders filed a joint cross-motion to direct
EESO to cause Aeneas to effectuate a sale of the EOG Shares and
distribute the proceeds of the sales to the Lenders.  EOG
objected and alleged that the EOG Shares could not be sold except
in accordance with certain limitations set forth in the Share
Exchange Agreement and that certain Agreement dated November 28,
2000, by and among Enron, certain Enron Affiliates and EOG.

The Lenders and EOG later resolved their dispute by an agreement
pursuant to which EOG consented to the sale of the EOG Shares
under certain specified conditions and the Lenders undertook
certain obligations in respect of the EOG Shares and the sale
thereof.  While EOG and the Lenders were negotiating the EOG
Share Agreement, the Debtors and the Official Committee of
Unsecured Creditors informally raised objections and entered into
negotiations with the Lenders concerning the Sale and
Distribution Motion.  Pursuant to a Stipulation dated June 21,
2002, Enron, EESO, the Creditors Committee, Aeneas, the Lenders
and EOG agreed that:

   (a) the EOG Shares would be sold in a sale or series of sales
       to be determined by the EOG Share Sale Committee; and

   (b) the net sale proceeds would be held in escrow pending
       resolution of the Distribution Motion.

Pursuant to a November 26, 2002 Stipulation, the EOG Share Sale
Committee determined to sell the EOG Shares.  The sales produced
Escrow Funds totaling $438,136,812, which Escrow Funds were
deposited into the Escrow Account together with dividends
received on account of the EOG Shares.  As of July 31, 2003, the
balance of the Escrow Account was $442,490,975.

Mr. Rosen notes that in the Enron Examiner's First Report, the
Examiner found a potential basis to re-characterize the Cerberus
Transactions as a loan, rather than a sale of the EOG Shares.  In
the Second Report, the Examiner reiterated his findings.  On the
Third Report, the Examiner did not discuss the Cerberus
Transactions because RBC is one of the entities to be
investigated by the ENA Examiner and not the Enron Examiner.

For the past year, the Parties discussed the structure of the
Cerberus Transactions and the claims and causes of action, which
may be asserted by the Debtors in connection therewith, including
those referred to in the Examiner's First and Second Report.  In
that regard, each of the Lenders, on one hand, and the Debtors
and the Creditors Committee, on the other hand, assert that they
have a superior legal and equitable interest in the Escrow Funds.  
Similarly, the Debtors and the Creditors Committee asserted that
the Lenders may have received payments constituting "preferences"
prior to the Petition Date.  Notwithstanding these positions, the
Parties agreed to compromise and settle, in accordance with the
terms of the Settlement Agreement, all other claims existing
between them solely with respect to the Cerberus Transactions and
the related documents.

The principal terms of the Settlement Agreement are:

A. Allocation of Escrow Funds

   The Escrow Funds will be disbursed from the Escrow Account as:

   -- To RBC: $153,352,500 plus 35% of all accrued interest and
      other income that have accrued on the funds held in the
      Escrow Account up to and including the distributions
      thereof minus 35% of the unpaid fees and expenses of the
      Escrow Agent; and

   -- To Enron: The balance of the Escrow Funds held in the
      Escrow Account minus 65% of the unpaid fees and expenses
      of the Escrow Agent.

B. Allowed Claim; Amendments to Proofs of Claim

   * RBC will have a single claim for $226,300,000 solely
     against Enron, which claim will not be subject to dispute
     as to validity or amount, will be a general unsecured
     prepetition claim solely in Enron's Chapter 11 case, will
     rank no lower than the most senior general unsecured
     priority prepetition claim in Enron's Chapter 11 case and
     will not be subject to any challenge, subordination,
     impairment, surcharge or disallowance;

   * The RBC Claim will be in addition to any claim which RBC or
     Rabobank may have against Enron or any of its subsidiaries
     or affiliates under any agreement or instrument, or in
     respect of any transactions, other than the Cerberus
     Transaction Documents or the Cerberus Transactions.  
     Rabobank will have no claim or interest in the RBC Claim;
     and

   * The Lenders will amend their Cerberus Proofs of Claim to
     reflect the RBC Claim and the releases effected by the
     Releases and withdraw any other Cerberus Proofs of Claims in
     respect of the Cerberus Transactions.  Additionally,
     appropriate actions will be taken to withdraw the Affiliated
     Proofs of Claim filed by the Heracles Trust and Aeneas.

C. Dissolution of Entities

   * Upon satisfaction of certain conditions precedent,
     including the execution of the Settlement Agreement, the
     Court's approval of the Settlement Agreement and the mutual
     releases, RBC, in its individual capacity and in its
     capacity as certificate holder for the Heracles Trust and
     Rabobank will consent to, and Enron will cause, the
     dissolution of Aeneas and Psyche; and

   * Upon satisfaction of the conditions, RBC, as certificate
     holder, will cause the dissolution of the Heracles Trust.

D. Mutual Release

   The distribution of the Escrow Funds in accordance with the
   Settlement Agreement will be subject to certain conditions
   precedent, including, without limitation:

   -- Each of Enron, ENA, EESO, Aeneas, Enron Asset and the
      Creditors Committee will have executed and delivered to
      the Lenders the Release, effective upon the making of the
      Enron Distribution and the RBC Distribution; and

   -- Each of RBC and Rabobank will have executed and delivered
      to Enron, ENA, EESO and Aeneas the Lenders' Release,
      effective upon the making of the Enron Distribution and
      the RBC Distribution.

Mr. Rosen argues that, pursuant to Section 105 of the Bankruptcy
Code and Rule 9019 of the Federal Rules of Bankruptcy Procedure,
the Settlement Agreement is fair and reasonable because:

   (a) the Parties propose to resolve all outstanding
       complicated issues related to the Cerberus Transactions
       without any further litigation and additional legal costs;

   (b) the Settlement is a product of arm's-length and good
       faith negotiations;

   (c) Enron will receive approximately $297,600,000 in cash;

   (d) it resolves the Proofs of Claim totaling over $1.1 billion
       plus additional unliquidated amounts against the Debtors'
       estates by permitting a cash payment from the Escrow
       Account of approximately $153 million to RBC and reducing
       the balance of such proofs of claim, including the
       unliquidated portion thereof, to $226,300,000, as a
       general unsecured claim against Enron; and

   (e) the releases expressly preserve the Debtors' right to
       withhold distributions under the Plan and assert claims
       against the Lenders on the basis of their overall
       financial relationship with the Debtors.

Accordingly, the Debtors ask the Court to approve the Settlement
Agreement and authorize them to implement its terms and
obligations. (Enron Bankruptcy News, Issue No. 89; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


EXTREME NETWORKS: Will Present at Lehman Bros. Conference Today
---------------------------------------------------------------
Extreme Networks, Inc. (Nasdaq: EXTR) announced participation in
the following upcoming event with the financial community:

            Lehman Brothers Fifth Annual T3 Conference
            December 8, 2003 at 11:20 a.m. ET (Local Time)
            New York, NY
            Speaker:  Gordon Stitt, President and CEO

Interested parties can view these events on the Internet by
visiting:
http://www.extremenetworks.com/aboutus/investor/calendar.asp

Extreme Networks (S&P, B Corporate Credit & CCC+ Conv. Sub. Note
Ratings, Stable) delivers the most effective applications and
services infrastructure by creating networks that are faster,
simpler and more cost-effective.  Headquartered in Santa Clara,
Calif., Extreme Networks markets its network switching solutions
in more than 50 countries.  For more information, visit
http://www.extremenetworks.com


FEDERAL-MOGUL: Asks to Extend Lease-Decision Time to April 1
------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates ask the Court
to further extend the period within which it may assume or reject
unexpired real property leases to April 1, 2004.  

Michael P. Migliore, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub P.C., in Wilmington, Delaware, asserts that the
Court should grant the extension sought to allow for the
evaluation process to continue.  While the Debtors have largely
completed the process of evaluating each of the Real Property
Leases for their economic desirability and compatibility with
their long-term strategic business plan, and a number of
economically improvident Real Property Leases have been rejected
with the Court's consent, several Real Property Leases are still
being evaluated.  The process of evaluating, and in some cases
rejecting Real Property Leases, has taken place as the Debtors
seek to:

   (a) consolidate their facilities to eliminate redundancies and
       efficiencies; and

   (b) shift certain manufacturing efforts to portions of the
       country and the world more suitable to their businesses,
       consistent with their overall business plan.

Mr. Migliore contends that the extension should be granted so
that the Debtors may preserve the maximum flexibility in
restructuring their business.  Given the inherent fluidity in the
operation of a large, complex business enterprise like that of
the Debtors', circumstances may arise during the pendency of
these Chapter 11 cases that will cause the Debtors to rethink the
need to continue leasing a particular facility or their decision
to reject a given real property lease.  

Additionally, in the absence of an extension of the current
deadline, the Debtors could be forced to prematurely assume Real
Property Leases that would later be burdensome, giving rise to
large potential administrative claims against the Debtors'
estates and hampering the Debtors' ability to reorganize
successfully, Mr. Migliore says.  Alternatively, the Debtors
could be forced to hastily reject Real Property Leases that would
have been of benefit to the Debtors' estates, to the collective
detriment of all stakeholders.  Rather than risk either of the
outcomes, the Debtors assert that the four-month extension should
be rightfully granted.

Judge Newsome will consider the Debtors' request during the
hearing on December 17, 2003 at 9:30 a.m.  By application of
Delaware Local Rule 9006-2, the Debtors' lease decision deadline
is automatically extended until the conclusion of that hearing.
(Federal-Mogul Bankruptcy News, Issue No. 47; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


FIRST VIRTUAL: Regains Compliance with Nasdaq Listing Guidelines
----------------------------------------------------------------
First Virtual Communications, Inc. (Nasdaq: FVCX), a premier
provider of rich media web conferencing and collaboration
solutions, announced that on December 2, 2003, the Company
received notification from Nasdaq that it meets the current
requirements for continued listing on the Nasdaq SmallCap Market.

In accordance with the decision of the Nasdaq Qualifications
Hearing Panel, the Company was required to make a public filing
with the Securities and Exchange Commission, evidencing
shareholders' equity of at least $11,000,000 by November 28, 2003.
Accordingly, on November 26, 2003, the Company filed a Report on
Form 8-k furnishing a pro forma consolidated balance sheet as of
September 30, 2003 demonstrating shareholders' equity of
$11,261,000.

First Virtual Communications is a premier provider of rich media
web conferencing and communications solutions. The Company's
award-winning Click to Meet(TM) product line is enterprise-class
software that enables corporate, education, healthcare and
government customers worldwide to present, share, sell, train and
collaborate. Click to Meet integrates the user's choice of data,
audio and multipoint interactive video into existing work
environments and into everyday communication tools such as instant
messaging, web browsing and e-mail. Click to Meet software
solutions are widely deployed in over 1,500 customer locations and
excel in challenging environments such as military intelligence,
emergency response, disaster recovery, corporate training and
geographically dispersed tele-working locations, among others.
Headquartered in Redwood City, California, First Virtual
Communications has operations in France, United Kingdom, Japan and
China. More information about First Virtual Communications can be
found at http://www.fvc.com

First Virtual Communications' September 30, 2003 balance sheet
shows that its total current liabilities exceeded its total
current assets by about $3 million, while its total shareholders'
equity further dwindled to about $460,000 from about $7 million
nine months ago.


FLEMING: Seeks OK for Agreement Settling DiGiorgio et al. Claims
----------------------------------------------------------------
Fleming Companies, Inc., and its debtor-affiliates ask Judge
Walrath to approve a settlement with DiGiorgio Corporation, C&S
Acquisition LLC, W. R. Service V Corp., and various storeowners.

The agreement reflects the settlement of claims among the named
-- or unidentified -- parties, which includes the sale of certain
of the Debtors' accounts receivable owing from the store owners
to the Debtors, and the transfer of certain collateral to
DiGiorgio, WRS, and the Store Owners.  The Debtors intend to
transfer their interest in the accounts receivable and lease
receivable, and other collateral free and clear of liens, claims
and encumbrances.  In this regard, the Debtors ask Judge Walrath
to find that DiGiorgio, the Store Owners, and WRS are "good faith
purchasers" under the Bankruptcy Code.

Since the settlement contains confidential information, the
Debtors also seek the Court's permission to file the settlement
and related documents under seal.

                      The Controversies

One or more of the Store Owners were parties to facility standby
agreements or other grocery supply arrangements with the Debtors.  
Each of the Store Owners contends that the Debtors terminated
their FSA under a written notice dated May 14, 2003.

Twenty-eight Store Owners and DiGiorgio filed one or more
objections in connection with the bankruptcy case and the sale of
the Debtors' Wholesale Distribution Business to C&S.  The
Objections were conditionally withdrawn to facilitate these
settlements.

The Store Owners also asserted timely claims against the Debtors
totaling in excess of $50,000,000 under the FSAs and related
agreements.  The Store Owners believe that their claims may be
offset against the Accounts Receivable the Debtors are selling
under the Settlement Agreement.

The Debtors, as sublessor, and one or more of the Store Owners,
as sublessee, are parties to one or more subleases for retail
stores, which were created under one or more leases between a
Debtor, as tenant, and a third party landlord.

As part of its acquisition of the Royal Dairy business from Louis
Israelow and Julius Fishman, Fleming entered into a certain lease
agreement dated as of October 1, 1975, with Louis Israelow and
Julius Fishman, Partners, doing business as Blair Road Realty,
for the real property located at 215 and 191 Blair Road in
Woodbridge, New Jersey.

On June 20, 1994, as part of the sale to DiGiorgio of Fleming's
Royal Dairy business, Fleming and DiGiorgio entered into a
sublease for the Premises such that the term of the DiGiorgio
Sublease is co-terminus with the Blair Road Lease, and the rent
and additional charges under the DiGiorgio Sublease are the same
as the rent and additional charges that Fleming pays under the
Blair Road Lease.

                    The District Court Action

DiGiorgio commenced an action before the United States District
Court, District of New Jersey, against Fleming seeking to enforce
Fleming's commitment to abide by the terms of a certain non-
compete agreement.  DiGiorgio alleges that it is entitled to
receive unpaid damages in excess of $1,100,000 under the non-
compete agreement.  Fleming filed a counterclaim.  The District
Court Action remains pending and Fleming has filed an appeal to
the U.S. Court of Appeals for the Third Circuit from an order
entered in the District Court Action on the Petition Date.

                       The A/R Being Sold

Fleming, DiGiorgio and the Store Owners have agreed on the
accounts receivable owing from the Store Owners to the Debtors,
excluding Lease obligations, for the purposes of the Settlement.  
If the Settlement is not approved, the Store Owners retain all of
their defenses and offsets relating to the A/R.

The Debtors and the Store Owners, through DiGiorgio, acknowledge
that additional funds are due to the Debtors as payment for the
accounts receivable derived from the Subleases between the
Debtors and the Store Owners, which include taxes and common-area
maintenance charges.  The lease account receivable, together with
the non-lease account receivable, is the A/R to be sold.

Some of the Store Owners have disputed certain of the charges
under the lease receivable.  DiGiorgio and the Debtors continue
to review the few items remaining in dispute.

                            The Notes

As a result of the Wholesale Business Sale, C&S Acquisition holds
certain forgiveness notes due and owing from one or more of the
Store Owners.  C&S also holds certain promissory notes due and
owing from one or more of the Store Owners.

                         The Settlement

The Settlement Agreement represents a global settlement of the
claims each Party holds against each of the other Parties.  The
primary terms of the Settlement Agreement affecting Fleming, to
the extent the Debtors are willing to disclose them, are:

       (a) DiGiorgio will pay or cause to be paid to the Debtors
           certain sums, as provided in the Settlement Agreement,
           in exchange for the sale of the A/R to DiGiorgio.

       (b) The Debtors will to assign to DiGiorgio or its
           designee, free and clear of all liens, claims,
           encumbrances and rights of offset as provided under
           Section 363(f) of the Bankruptcy Code, all of their
           interests in the property sold under the Settlement
           Agreement and in all collateral and guarantees -- from
           each Store Owner relating to the Promissory Notes,
           Forgiveness Notes, A/R or Subleases, including any
           Collateral in personal property, if any -- and
           leasehold interests -- to the extent a direct lease is
           not formed between any Store Owner and the Landlord --
           relating to any payment obligations of the Store
           Owners, and from any and all security agreements,
           liens and encumbrances placed on the assets of the
           Store Owners by any agreement between Debtors and the
           Store Owners.

       (c) To the extent the FSAs may be in effect, the Store
           Owners consent to the termination or rejection of the
           FSAs.  All other cure amounts the Store Owners claimed
           in connection with the FSAs are released and waived
           and will be withdrawn in the Bankruptcy Case on the
           Closing.

       (d) In connection with the termination of the FSAs, the
           Store Owners and the Debtors waive any claim for
           damages flowing from the termination of the FSAs or
           any other damages arising from or relating to the
           FSAs, with the waivers being effective on consummation
           of the Closing.  The waivers expressly exclude any
           claims held by the Debtors against the Store Owners
           relating to obligations under the Subleases or the
           A/R.

       (e) Each of the Debtors fully and unconditionally releases
           and discharges the Store Owners and DiGiorgio from all
           claims or causes of action, on or before the date of
           the Settlement Agreement, except with respect to:

              (i) the Store Owners' obligations relating to:

                  (x) the Leases and Subleases;

                  (y) payment of the Sublease Expenses and the
                      Make-Whole Payment, if any; or

                  (z) any acts, amounts owing, or breaches of the
                      agreements relating to the A/R or the
                      Subleases; and

             (ii) DiGiorgio's obligations with respect to the
                  Consolidated Warehousing Agreement.

       (f) Each of the Store Owners and DiGiorgio fully and
           unconditionally releases and discharges each of the
           Debtors from all claims or causes of action, on or
           before the Settlement Date.

       (g) DiGiorgio will provide notice to the Debtors in
           writing of its instructions with respect to each Lease
           -- related to a particular Sublease, if any, and that
           Sublease -- included in the Settlement Agreement.
           Within 10 days after that notice, the Debtors will
           file a request, on full notice, to reject, or to
           assume and assign each Lease -- related to a
           particular Sublease, if any, and that Sublease -- in
           accordance with the Settlement Agreement and
           DiGiorgio's written notice.  The hearing on the
           request may occur at any time after the Court approves
           the Settlement Agreement.  If the Court denies the
           assumption and assignment of any Lease, the Debtors
           will reject that Lease.

       (h) To the extent any Lease is assumed and assigned under
           the Settlement Agreement, the affected Store Owner
           consents, as part of the Settlement Agreement, to
           the assumption and assignment of the associated
           Sublease to the affected Store Owner.  The Debtors
           will promptly to seek Court approval of the assumption
           and assignment of the associated Sublease to the
           affected Store Owner, which assumption and assignment
           will be effective as of the date the corresponding
           Lease is assumed and assigned.  If the Court denies
           the assignment and assumption of the Lease to any
           particular Store Owner, DiGiorgio reserves the right
           to ask the Court to assign the Lease to itself or its
           designee.  To the extent any Lease is rejected under
           the Settlement Agreement, the affected Store Owner
           consents to the rejection of the associated Sublease,
           and the affected Store Owner waives any claim for
           damages flowing from the rejection of the Sublease.

       (i) The Debtors will promptly and diligently prosecute a
           request to assume and assign the Blair Road Lease to
           DiGiorgio.  Before the Debtors bring that request,
           DiGiorgio must be current on all monetary obligations
           due to the Debtors under the DiGiorgio Sublease.
           DiGiorgio will promptly reimburse the Debtors for all
           actual fees and costs incurred in connection with the
           assumption and assignment of the Blair Road Lease.  If
           the Court denies the assumption and assignment of the
           Blair Road Lease to DiGiorgio, the Debtors will reject
           the Blair Road Lease and the DiGiorgio Sublease, and
           DiGiorgio will waive any claim for damages from the
           rejection of the Blair Road Lease or the DiGiorgio
           Sublease.  Court approval of the assumption and
           assignment or rejection of any Lease, including the
           Blair Road Lease, and the DiGiorgio Sublease, is not a
           condition precedent to the mutual releases in the
           Settlement Agreement.

       (j) Upon the later of the closing of the Settlement
           Agreement and the Debtors' filing of the Blair Road
           Lease Motion, DiGiorgio and Fleming will each
           discontinue and dismiss the District Court Action with
           prejudice and without costs.  At that same time,
           Fleming will discontinue and dismiss its appeal of
           Judge Cavanaugh's order dated April 1, 2003, entered
           in the District Court Action.

       (k) Court approval of any rejection, or assumption and
           assignment of any Lease or Sublease, including the
           Blair Road Lease and DiGiorgio Sublease, is not a
           condition to the payment of the Settlement Amount by
           DiGiorgio to the Debtors.

                 Debtors' Best Business Judgment

The Debtors believe that entering into the Settlement Agreement
is warranted.  In return for selling the A/R, transferring their
interests in the Collateral, and agreeing to attempt to assume
and assign certain Leases without having to pay any prepetition
cure costs, the Debtors avoid significant litigation costs,
receive cash as provided in the Settlement Agreement, eliminate
more than $50,000,000 in claims, remove any and all cure claims
and Objections by the Store Owners, and dismiss the District
Court Action.

The Debtors admit that they are uncertain of prevailing in the
claims litigation regarding the Store Owners' $50,000,000 in
claims.  The Debtors also have no assurance that the District
Court would find that they did not violate the relevant
restrictive covenant and must pay over $1,100,000 owing under a
prior settlement agreement.

The Settlement Agreement enables the Debtors to eliminate these
litigation risks.  The Debtors also avoid the substantial
litigation expenses.

The Debtors assert that the sale of the A/R and other Collateral
is warranted.  The sale of the A/R and transfer of the Collateral
as part of a global settlement that releases all claims of
DiGiorgio and the Store Owners against the Debtors represent
sound business purposes.  The A/R and the Collateral are not
essential to their reorganization.  Given the substantial
benefits of the settlement to them, the Debtors believe the
consideration under the Settlement represents at least the market
value of the A/R and the Collateral. (Fleming Bankruptcy News,
Issue No. 17; Bankruptcy Creditors' Service, Inc., 215/945-7000)


GENZYME CORP: Prices $600-Million Convertible Sr. Note Offering
---------------------------------------------------------------
Genzyme Corporation (Nasdaq: GENZ) has priced and established
terms for the private placement of $600 million of convertible
senior notes.

The sale of the notes is expected to close tomorrow. Genzyme has
granted the initial purchasers of the notes a 30-day option to
purchase up to an additional $90 million of notes.

The notes will bear an interest rate of 1.25 percent and be
initially convertible into Genzyme Corporation common stock at a
conversion price of approximately $71.24 per share (14.0366 shares
per $1000 principal amount of the notes).

Genzyme expects to use these proceeds to pay off amounts
outstanding under its credit facility, to redeem outstanding three
percent debentures and for general corporate purposes.  Genzyme
currently has approximately $300 million outstanding under its
credit facility.  The company has $575 million in outstanding
three percent convertible debentures, which are first redeemable
on May 20, 2004.

The notes, and the common stock issuable upon conversion of the
notes, have not been registered under the Securities Act of 1933,
as amended, or under the securities laws of any state or other
jurisdiction, and may not be offered or sold in the United States,
absent registration or an applicable exemption from registration
requirements.

Genzyme Corporation (S&P, BB+ Subordinated Debt Rating, Positive)
is a global biotechnology company dedicated to making a major
positive impact on the lives of people with serious diseases. The
company's broad product portfolio is focused on rare genetic
disorders, renal disease, and osteoarthritis, and includes an
industry-leading array of diagnostic products and services.
Genzyme's commitment to innovation continues today with research
into novel approaches to cancer, heart disease, and other areas of
unmet medical need. Genzyme's more than 5,000 employees worldwide
serve patients in more than 80 countries.


GEORGIA-PACIFIC: Caps Price on $500 Mill. Senior Debt Offering
--------------------------------------------------------------    
Georgia-Pacific Corp. (NYSE: GP) (S&P, BB+ Corporate Credit
Rating, Negative) announced that it has priced its senior notes
offering, consisting of $500 million of 8 percent 20-year senior
notes due 2024, at par. The company expects to close the offering
on or about Dec. 11, 2003.

Georgia-Pacific intends to use the net proceeds from this offering
to repay bank debt.

These senior notes were offered in an unregistered offering
pursuant to Rule 144A and Regulation S under the Securities Act of
1933. The senior notes will not be registered under the Securities
Act of 1933 or the securities laws of any state, and may not be
offered or sold in the United States or outside the United States
absent registration or an applicable exemption from the
registration requirements under the Securities Act and any
applicable state securities laws.

Headquartered at Atlanta, Georgia-Pacific is one of the world's
leading manufacturers of tissue, packaging, paper, building
products, pulp and related chemicals. With 2002 annual sales of
more than $23 billion, the company employs approximately 61,000
people at 400 locations in North America and Europe.  Its familiar
consumer tissue brands include Quilted Northern(R), Angel Soft(R),
Brawny(R), Sparkle(R), Soft 'n Gentle(R), Mardi Gras(R), So-
Dri(R), Green Forest(R) and Vanity Fair(R), as well as the
Dixie(R) brand of disposable cups, plates and cutlery.  Georgia-
Pacific's building products business has long been among the
nation's leading suppliers of building products to lumber and
building materials dealers and large do-it-yourself warehouse
retailers.  For more information, visit http://www.gp.com.


GLIMCHER REALTY: Consummates Sale of Community Center Asset
-----------------------------------------------------------
Glimcher Realty Trust, (NYSE: GRT), one of the country's premier
retail REITs, announced the sale of a community center asset in
keeping with its strategy to focus on its regional mall portfolio.   

On December 3, 2003, the Company sold Linden Corners, an 80,010
square foot community center in Buffalo, NY, for $1.6 million.  
The center includes an 80,000 square foot vacant anchor location
that was formerly occupied by Ames.  The cash proceeds were used
to pay down the Company's line of credit.

The Company continues to execute its strategy of selling non-core
community centers and utilizing the proceeds to reduce debt and
increase its investment in regional mall properties. As of
December 3, 2003, the portfolio includes 26.1 million square feet
of gross leasable area.  The Company's 24 regional malls represent
20.9 million square feet of gross leasable area and the community
center portfolio includes 45 properties and 5.2 million square
feet of GLA.

Glimcher Realty Trust -- a real estate investment trust whose
corporate credit and preferred stock ratings are rated by Standard
& Poor's at BB and B, respectively -- is a recognized leader in
the ownership, management, acquisition and development of enclosed
regional and super-regional malls, and community shopping centers.

Glimcher Realty Trust's common shares are listed on the New York
Stock Exchange under the symbol "GRT." Glimcher Realty Trust is a
component of both the Russell 2000(R) Index, representing small
cap stocks, and the Russell 3000(R) Index, representing the
broader market. Visit Glimcher at: http://www.glimcher.com


GMAC COMM'L: S&P Assigns Prelim. Ratings to Series 2003-C3 Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to GMAC Commercial Mortgage Securities Inc.'s $1.33
billion mortgage pass-through certificates series 2003-C3.

The preliminary ratings are based on information as of
Dec. 4, 2003. Subsequent information may result in the assignment
of final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property-type diversity of the loans. Classes A-1, A-2, A-3,
A-4, B, C, D, and E are currently being offered publicly. Standard
& Poor's analysis determined that, on a weighted average basis,
the pool has a debt service coverage ratio of 1.47x, a beginning
loan-to-value of 91.8%, and an ending LTV of 79.1%.

                PRELIMINARY RATINGS ASSIGNED
           GMAC Commercial Mortgage Securities Inc.
        Mortgage pass-through certificates series 2003-C3
   
        Class               Rating               Amount ($)
        A-1                 AAA                 103,899,000
        A-1A                AAA                 226,005,000
        A-2                 AAA                 114,365,000
        A-3                 AAA                 247,900,000
        A-4                 AAA                 408,101,000
        B                   AA                   41,676,000
        C                   AA-                  16,671,000
        D                   A                    30,007,000
        E                   A-                   21,672,000
        F                   BBB+                 23,339,000
        G                   BBB                  13,336,000
        H                   BBB-                 16,671,000
        J                   BB+                  13,336,000
        K                   BB                    8,336,000
        L                   BB-                   6,668,000
        M                   B+                   10,002,000
        N                   B                     5,001,000
        O                   B-                    5,002,000
        P                   N.R.                 21,671,872
        X-1*                AAA             **1,333,648,872
        X-2*                AAA             **1,280,535,000
           
        *Interest only. **Notional amount.


GREAT ATLANTIC: Extends & Amends $400M Revolving Credit Facility
----------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc. (NYSE:GAP) has
extended and amended its senior secured revolving credit facility.

The amended $400 million facility has been extended to provide an
additional 2-1/2 years of term and will now expire in December
2007. In addition, the amended facility provides the Company with
greater operating flexibility and provides for increased capital
spending provided availability under the facility exceeds
specified amounts. There are no financial covenants as long as
availability under the facility exceeds $50 million.

Christian Haub, Chairman of the Board, President & Chief Executive
Officer, said, "Completion of this financing initiative provides
the company with the additional liquidity and operating
flexibility necessary to continue the turnaround process in both
our US and Canadian businesses."

The credit facility was arranged by JPMorgan Chase Bank in
conjunction with its affiliate J.P. Morgan Business Credit Corp.

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


GREAT LAKES DREDGE: S&P Maintains B+ Credit Rating on Watch Neg.
----------------------------------------------------------------  
Standard & Poor's Ratings Services said that its 'B+' corporate
credit and other ratings on Great Lakes Dredge & Dock Corp. remain
on CreditWatch with negative implications, where they were placed
on Nov. 13, 2003, pending completion of the acquisition by Madison
Dearborn Partners LLC (unrated) from Citigroup Venture Capital
(unrated) for $340 million.

"Assuming the deal is financed as outlined to us by the company,
the corporate credit rating will be affirmed, and the outlook most
likely will be stable," said Standard & Poor's credit analyst
Heather Henyon.

The transaction is expected to close by the end of 2003.

At the same time, Standard & Poor's assigned its 'B+' bank loan
rating to Great Lakes' proposed $120.3 million senior secured
credit facility and its 'B-' rating to Great Lakes' proposed $170
million subordinated notes due 2013, which are being issued under
SEC Rule 144A with registration rights. The ratings on the
financings are based upon completion of the acquisition under the
current terms. These ratings are not on CreditWatch.

Great Lakes Dredge & Dock, a dredging contractor located in Oak
Brook, Illinois, had $272 million of outstanding debt (including
present value of operating leases) as of Sept. 30, 2003.

Great Lakes' proposed senior credit facility is rated the same as
the corporate credit rating. The $120.3 million senior secured
credit facility consists of a $60 million five-year revolving
credit facility and a $60.3 million seven-year term loan B
facility. The facility will be secured by a first-priority lien on
an orderly liquidation value of equipment, second-priority lien on
an OLV of other equipment, first-priority lien on intercompany
receivables, and second-priority lien on bonded accounts
receivable.

Standard & Poor's used its discrete asset methodology to determine
recovery prospects for senior bank lenders under a default or
bankruptcy scenario. Possible causes of default could include
repeal of the Jones Act, leading to increased competition and
margin erosion; deterioration of end-markets; poor cost
management; or some combination of these. Taking into account the
distressed asset values of the collateral, as well as potential
priority liabilities of lessors and sureties, Standard & Poor's
analysis concludes that senior lenders may achieve meaningful
recovery of principal, despite potentially significant loss
exposure, with recovery prospects in the 50%-80% range.

Great Lakes Dredge & Dock operates the largest fleet of dredging
equipment in the U.S. and averaged a combined bid market share of
more than 40% over the past three years. The company generates
about 15% of its revenues from international operations, including
a project in Iraq completed during the third quarter of 2003.


HANGER ORTHOPEDIC: Acquires Advanced Prosthetic & ADL Prosthetic
----------------------------------------------------------------
Hanger Orthopedic Group, Inc. (NYSE: HGR) has acquired Advanced
Prosthetic Services, Inc. with two offices in Houston and Austin,
Texas, and ADL Prosthetic & Orthotic Service, Inc. with two
offices in San Luis Obispo and Atascadero, California.  Net sales
for these two entities during the last twelve months were
approximately $3.1 million.

Chairman and CEO, Ivan R. Sabel stated, "We are very pleased to
join forces with the professionals from both organizations.  Their
quality practices will expand our facility locations in Texas and
further solidify our presence in Central California.  We will
continue to work diligently on additional acquisitions that
further solidify our national presence, are accretive to earnings
and that can be purchased from the cash generated from our
operations."

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


HECLA MINING: S&P's Credit Rating Up to B- over Lower Costs
-----------------------------------------------------------  
Standard & Poor's Ratings Services raised its corporate credit
rating on Hecla Mining Co. to 'B-/Stable/--' from 'CCC+/Positive/-
-'. Hecla, headquartered in Coeur d'Alene, Idaho, has about $10
million in total debt.

"The upgrade reflects the company's improved cost position,
successful ramp up of new lower cost mines, favorable gold and
silver prices and improved liquidity which will enable the company
to fund its exploration and development efforts to bolster its
modest reserve base," said Standard & Poor's credit analyst Paul
Vastola.

Ratings on Hecla reflect its very weak business position because
of its limited scope of operations and reserve base, exposure to
volatile gold and silver prices and uncertainties posed by its
concentrated exposure to the Republic of Venezuela. Hecla is a
miner and processor of silver and gold with reserves in the United
States, Venezuela and Mexico. A key limiting rating factor stems
from the company's exposure to the Republic of Venezuela (B-
/Stable/C), because about 45% of Hecla's operating income is
currently derived from that country.

Despite the ongoing, high-cost nature of the Lucky Friday silver
mine ($4.75 per ounce for the nine month period ending Sept. 30,
2003), Hecla's overall cost profile has benefited from the high
gold prices, which Hecla accounts for as a by-product. Gold and
silver prices have risen to around $398/oz. and $5.50/oz. from a
low of $257/oz. and $4.34/oz. reached in 2001. The increase
reflects a weaker dollar and investor concerns over global
tensions. Moreover, Hecla's cost and production profile has
benefited from successful developing and ramping up the new low
cost, high grade, San Sebastian mine in Central Mexico, which has
produced 1.1 million ounces at a negative 22 cents per ounce.
Still, San Sebastian and Hecla's other low cost mine, La Camorra
in Venezuela, have short reserve lives of less than three years
and will require significant expenditures over the next few years
to further develop and extend the reserve base. Hecla's overall
reserve life at these two key mines is relatively short, at less
than three years. To this end, Hecla will be spending $40 million
over the next two years to further develop its La Camorra mine and
plans to double its gold production to more than 300,000 ounces a
year in Venezuela the next five years. However, exploration and
development efforts, especially at underground mining operations,
are fraught with inherent risks and Hecla will be challenged in
successfully increasing its reserve base.


HORIZON GROUP: Successfully Restructures Three Defaulted Loans
--------------------------------------------------------------
Horizon Group Properties, Inc. (Nasdaq: HGPI), an owner, operator
and developer of factory outlet centers and land developer, has
completed the restructuring of the last of the three loans which
had been in default since October 2001.  

The restructuring competed today resulted in the reinstatement to
current status of the loan secured by HGP's outlet center in
Traverse City, Michigan.  That loan has a current principal
balance of approximately $4.9 million, bears interest at 8.46% and
matures in August 2009.  As previously announced, HGP paid off, at
a discount, the loans secured by its outlet centers in Sealy,
Texas and Gretna, Nebraska.

Based in Chicago, Illinois, Horizon Group Properties, Inc. has 9
factory outlet centers in 7 states totaling more than 1.8 million
square feet and a 650 acre mixed use land development in Huntley,
Illinois.

                         *    *    *    

As reported in Troubled Company Reporter's November 11, 2003
edition, Horizon Group Properties completed the restructuring of
the second of three loans which had been in default since October
2001.

On November 6, 2003, HGPI paid off, at a discount, the loan
secured by the outlet center in Gretna, Nebraska. As previously
announced, HGPI paid off, at a discount, the loan secured by the
outlet center in Sealy, Texas on November 3, 2003. The final
portion of the restructuring of the GST Loans is the reinstatement
to current status of the loan secured by the outlet center in
Traverse City, Michigan, which is expected to be completed by
November 20, 2003.


HOUSTON EXPLORATION: Elects John U. Clarke to Board of Directors
----------------------------------------------------------------
The Houston Exploration Company (NYSE: THX) elected John U. Clarke
to its board of directors, effective December 3, 2003.  The
addition of Mr. Clarke expands the size of the company's board to
12 members.

Mr. Clarke brings 25-plus years of strategic-level experience to
Houston Exploration's core exploration and production segment, and
will provide additional insight into the midstream, oil field
services and public utility fields.  A former investment banker
and veteran chief financial officer of public companies including
Dynegy, Inc., Cabot Oil & Gas Corporation and Transco Energy
Company, Mr. Clarke is currently co-founder and president of
Concept Capital Group, Inc., a financial advisory firm servicing
the energy industry.

Mr. Clarke received a Bachelor of Arts degree in Economics from
The University of Texas at Austin and a Master of Business
Administration from Southern Methodist University.

"I welcome John to the board and look forward to working closely
with him as we continue to position the company for continued
success," said Robert B. Catell, chairman of the board for The
Houston Exploration Company.  "His extensive oil and gas
experience, financial background and organizational insight will
each be key in our transition plan to bridge the retirement this
coming spring of two long-time directors under the company's
mandatory retirement guidelines."

William G. Hargett, the company's president and chief executive
officer, added, "With his hands-on E&P background and global
perspective on the energy industry, John will be a valuable
contributor to Houston Exploration.  I and the rest of the
management team look forward to John's leadership."

The Houston Exploration Company (S&P, BB Long-Term Corporate
Credit Rating, Stable) is an independent natural gas and oil
company engaged in the development, exploitation, exploration and
acquisition of natural gas and crude oil properties.  The
company's operations are focused in South Texas, the shallow
waters of the Gulf of Mexico and the Arkoma Basin with additional
production in East Texas, South Louisiana and West Virginia. For
more information, visit the company's Web site at
http://www.houstonexploration.com


IMC HOME EQUITY: S&P Drops Series 1998-1 Class B Rating to B
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on IMC Home
Equity Trust 1998-1's class B mortgage-backed certificates. In
addition, the ratings are affirmed on the remaining classes from
the same series.

The lowered rating is a result of insufficient credit enhancement
to support the previously assigned rating due to negative
collateral performance. Currently, the class B certificates have
credit support of 3.70%, which is below the level associated with
the 'BB' rating. In the past six months, losses have, on average,
surpassed excess interest by 43%. In addition, serious
delinquencies (90-plus days, foreclosure, and real estate owned)
have averaged 24.27% during the same six-month period. Due to
these high levels of delinquencies, the loss trend is expected to
continue in the near term. Due to the performance of this pool of
mortgage loans, Standard & Poor's will continue to monitor this
transaction on a monthly basis to ensure that the assigned rating
accurately reflects the risks associated with this security.

The affirmations reflect sufficient levels of credit support to
maintain the current ratings, despite the high delinquencies. The
ratio of projected credit support to original credit support on
the remaining certificates ranges from 1.08x to 2.60x.

The underlying collateral for this transaction are fixed-rate,
first- and second-lien mortgages on one- to four-family
residential properties.
   
                        RATING LOWERED
   
                 IMC Home Equity Trust 1998-1
   
                            Rating
        Series   Class   To        From
        1998-1   B       B         BB
           
                        RATINGS AFFIRMED
   
                 IMC Home Equity Trust 1998-1
   
        Series   Class      Rating
        1998-1   A-5, A-6   AAA
        1998-1   M-1        AA
        1998-1   M-2        A
        

INDIANAPOLIS, IN: Fitch Cuts Sunrise Apartments Bond Rating to D
----------------------------------------------------------------
City of Indianapolis, IN's multifamily revenue bonds (Sunrise
Apartments Project), $3.3 million series A bonds are downgraded to
'D' from 'C' by Fitch Ratings.

Fitch's rating action follows the bond payment default as of the
December 2003 distribution.

The bonds are secured by a first mortgage on a 320-unit
multifamily property known as Sunrise Apartments located in
Indianapolis, IN. The property was unable to generate sufficient
cash flow to service its principal and interest obligations.


INSIGHT MIDWEST: S&P Rates $125 Million 10.5% Senior Notes at B+
----------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B+' rating to
Insight Midwest L.P.'s $125 million 10.5% senior notes due Nov. 1,
2010, to be issued under Rule 144A with registration rights. The
notes are being offered as additional debt securities under a
previously issued note indenture.

Proceeds will be used to repay a portion of the outstanding
revolving credit facility of Insight Midwest Holdings LLC. At the
same time, Standard & Poor's affirmed its outstanding ratings on
Insight Midwest L.P., including the 'BB' corporate credit rating.
The outlook is negative.

"The ratings on Insight Midwest reflect the company's aggressive
debt profile -- a result of acquisitions and system upgrades,"
said Standard & Poor's credit analyst Catherine Cosentino. Insight
Midwest is relatively highly leveraged for its current 'BB'
rating. However, the company benefits from its strategy of
increasing penetration of cable modem and digital cable services,
both of which have enabled the company to increase overall
operating cash flows on a sequential basis for third-quarter 2003
by 5.6%, with expectations for EBITDA growth for full-year 2003 of
7.5%-8.0%.

Insight Midwest is a 50/50 joint venture owned by Insight
Communications and Comcast Corp. (BBB/Stable/--) subsidiary
Comcast Cable Holdings LLC, formerly AT&T Broadband LLC. The
Insight Midwest partnership agreement provides that at any time
after Dec. 31, 2005, either Comcast or Insight will have the right
to cause a split-up of Insight Midwest, subject to a limited right
of postponement held by the non-initiating partner. However, the
rating assumes that any change in ownership of Insight Midwest is
accomplished in a manner that does not weaken the credit profiles
of either Insight Midwest or Insight Communications.

Material debt payment requirements begin in 2004, with $62 million
due, representing the amortization under the revised Insight
Midwest Holdings bank term loan credit agreement. Financial
flexibility is derived from access to $212 million of availability
from the credit facility as of Sept. 30, 2003. Availability under
the revolver will also increase with the refinancing of a portion
of the outstanding revolver with the current note issue. The
company is expected to remain compliant with all of the covenant
requirements under the bank facility through at least mid-2004.

Insight Midwest was modestly free cash flow positive for the third
quarter of 2003. However, absent an aggressive ramp up in revenues
from new products, such as video on demand, subscriber video on
demand, high definition programming, and digital video recorders
in 2004, the company may not be able to sustain such a free cash
flow position, given the anticipated increased expenses associated
with marketing initiatives, such as brand recognition improvement
and enhanced customer service.


INTERNATIONAL COMM: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: International Communications Association, Inc.
        258 Nicholas Ave.
        New York, New York 10027-5332

Bankruptcy Case No.: 03-17690

Type of Business: The debtor provides audio-visual & communication
                  services.

Chapter 11 Petition Date: December 4, 2003

Court: Southern District of New York (Manhattan)

Judge: Cornelius Blackshear

Debtor's Counsel: Fred B. Ringel, Esq.
                  Robert R. Leinwand, Esq.
                  Robinson Brog Leinwand Greene
                     Genovese & Gluck P.C.
                  1345 Avenue of the Americas, 31st Floor
                  New York, NY 10105-0143
                  Tel: 212-586-4050
                  Fax: 212-956-2164

Total Assets: $1 Million to $10 Million

Total Debts:  $1 Million to $10 Million

Debtor's 6 Largest Unsecured Creditors:

Entity                             Claim Amount
------                             ------------
Cross Construction Co.                 $856,620
599 Hartsdale Ave.
White Plains, NY 10607

Empire state Dev. Corp.                $183,000

William White, Esq.                     $45,000

NYC Transit Authority                   $29,237

Peter Goetz                             $25,000

Gateway Demolition                       $7,500


IRON AGE: S&P Hacks Credit Rating to D Following Exchange Offer
---------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its ratings on
Pittsburgh, Pennsylvania-based safety shoe distributor Iron Age
Holdings Corp. and its subsidiary, Iron Age Corp. The corporate
credit rating was lowered to 'D' from 'CC'.

The rating actions follow Iron Age's completion of its exchange
offer, in which all of its outstanding 12.125% senior discount
notes due 2009, as well as its subsidiary's 9.875% senior
subordinated notes due 2008 (with an aggregate amount of about
$100 million), were exchanged for common stock of IAC Holdings (a
newly formed holding company) and $8 million of new 15% payment-
in-kind subordinated convertible secured notes due 2008.

"Standard & Poor's views the completion of the exchange offer as a
distressed exchange and tantamount to a default because the
consideration offered in exchange for the existing securities
represents a substantial discount to the original debt issue
terms," explained credit analyst Ana Lai.


IRON MOUNTAIN: Launches Tender Offer for 8-1/8% Senior Notes
------------------------------------------------------------
Iron Mountain Incorporated (NYSE: IRM), the leader in records and
information management services, announced that Iron Mountain
Canada Corporation, a wholly-owned subsidiary of Iron Mountain
Incorporated, will commence a cash tender offer and consent
solicitation on December 4, 2003, for any and all of its
$85,000,000 aggregate principal amount of 8-1/8% Senior Notes due
2008 outstanding.  

In conjunction with the tender offer, consents are being solicited
to effect certain amendments to the indenture governing the Notes.

The tender offer will expire at 12:00 midnight, New York City
time, on Friday, January 2, 2004, unless extended or earlier
terminated.  The consent solicitation will expire at 5:00 p.m.,
New York City time on Monday, December 15, 2003, unless extended
or earlier terminated.  Holders tendering their Notes will be
required to consent to certain proposed amendments to the
indenture governing the Notes, which will eliminate certain
restrictive covenants and modify the provisions of the indenture.  
Holders may not tender their Notes without delivering consents or
deliver consents without tendering their Notes.

Tendering holders who validly tender and deliver consents by the
Consent Date, will receive the total consideration of $1,043.13
per $1,000 principal amount of Notes, which includes a consent
payment of $5.00 per $1,000 principal amount.  Iron Mountain
Canada Corporation expects to pay the total consideration promptly
after the Consent Date for Notes validly tendered on or prior to
the Consent Date and accepted for purchase.  Holders who validly
tender their Notes after the Consent Date and prior to the
Expiration Date are not entitled to the consent payment, and will
receive as payment for their Notes the total consideration minus
the consent payment, or $1,038.13 per $1,000 principal amount of
Notes.  Iron Mountain Canada Corporation expects to make payment
on Notes validly tendered after the Consent Date and prior to the
Expiration Date and accepted for purchase promptly after the
Expiration Date. Holders who validly tender their Notes will also
be paid accrued and unpaid interest up to, but not including, the
date of payment for the Notes.

Iron Mountain intends to finance the tender offer and consent
solicitation with a portion of the net proceeds from its proposed
offering of $160 million in aggregate principal amount of its
6-5/8% Senior Subordinated Notes due 2016.  The completion of this
financing is one of the conditions to Iron Mountain Canada
Corporation's obligations to accept Notes for payment pursuant to
the tender offer and consent solicitation.  The terms and
conditions of the tender offer and consent solicitation, including
Iron Mountain Canada Corporation's obligation to accept the Notes
tendered and pay the purchase price and consent payments, will be
set forth in Iron Mountain Canada Corporation's Offer to Purchase
and Consent Solicitation Statement, dated December 4, 2003.  Iron
Mountain and Iron Mountain Canada Corporation may amend, extend
or, subject to certain conditions, terminate the tender offer and
consent solicitations at any time.

Iron Mountain has engaged Bear, Stearns & Co. Inc. to act as the
exclusive Dealer Manager and Solicitation Agent in connection with
the tender offer and consent solicitation.

Questions regarding the tender offer and consent solicitation may
be directed to Bear, Stearns & Co. Inc., Global Liability
Management Group, at (877) 696-2327 (toll free).  Requests for
documentation may be directed to D.F. King & Co., Inc., the
information agent for the tender offer and consent solicitation at
(800) 488-8075 (toll free).

Iron Mountain Incorporated (S&P, BB- Corporate Credit Rating,
Stable) is the world's trusted partner for outsourced records and
information management services.  Founded in 1951, the Company has
grown to service more than 150,000 customer accounts throughout
the United States, Canada, Europe and Latin America. Iron Mountain
offers records management services for both physical and digital
media, disaster recovery support services and consulting services
-- services that help businesses save money and manage risks
associated with legal and regulatory compliance, protection of
vital information, and business continuity challenges. For more
information, visit http://www.ironmountain.com/


IRON MOUNTAIN: Caps Price of 6-5/8% Senior Sub. Debt Offering
-------------------------------------------------------------
Iron Mountain Incorporated (NYSE: IRM), the leader in records and
information management services, has priced an underwritten public
offering of an additional $170 million in aggregate principal
amount of its 6-5/8% Senior Subordinated Notes due 2016 previously
issued in June 2003.

The additional notes will be sold at 96.50% of par, which implies
an effective yield to worst of 7.06%, or a total purchase price of
$965.00, plus accrued interest from June 20, 2003, per $1,000
principal amount of additional notes.  The net proceeds to the
Company are expected to be $161.3 million, after paying the
underwriters' discounts and commissions and estimated expenses,
and will be used to fund the offer to purchase and consent
solicitation by Iron Mountain Canada Corporation, a wholly-owned
subsidiary, relating to its 8-1/8% Senior Notes due 2008, which
the Company has guaranteed on a senior subordinated basis, the
repayment of a portion of its real estate term loans, and for
general corporate purposes, including the possible repayment of
outstanding indebtedness under its revolving credit facility, the
possible repayment of other indebtedness and possible future
acquisitions and investments.  The closing of the offering is
expected to occur on December 15, 2003 and is subject to customary
closing conditions.

Bear, Stearns & Co. Inc. is the sole book-running manager for the
offering.  J.P. Morgan Securities Inc. and Lehman Brothers Inc.
are joint lead managers and Banc One Capital Markets, Inc.,
William Blair & Company, L.L.C., BNY Capital Markets, Inc., CIBC
World Markets, Fleet Securities, Inc., Scotia Capital (USA) Inc.
and Wachovia Securities, Inc. are co-managers for the offering.

Iron Mountain Incorporated is making the offering by means of a
shelf registration statement previously declared effective by the
Securities and Exchange Commission.  Copies of the final
Prospectus Supplement and Prospectus for the offering may be
obtained from the underwriters.

Iron Mountain Incorporated (S&P, BB- Corporate Credit Rating,
Stable) is the world's trusted partner for outsourced records and
information management services.  Founded in 1951, the Company has
grown to service more than 150,000 customer accounts throughout
the United States, Canada, Europe and Latin America. Iron Mountain
offers records management services for both physical and digital
media, disaster recovery support services and consulting services
-- services that help businesses save money and manage risks
associated with legal and regulatory compliance, protection of
vital information, and business continuity challenges. For more
information, visit http://www.ironmountain.com/


KAISER ALUMINUM: Wants Court to Approve Old Republic Stipulation
----------------------------------------------------------------
The Kaiser Aluminum Debtors entered into a stipulation with Old
Republic Insurance Company to (1) assume an October 14, 1996
program agreement where Old Republic issues workers' compensation,
automobile liability and general liability insurance coverage and
(2) increase the amount of a letter of credit collateral issued
for Old Republic's benefit from $6,320,000 to $10,720,000.  The
Letter of Credit secures the Debtors' payment obligations under
the Program Agreement.  In exchange, Old Republic issued new
insurance policies to provide coverage to the Debtors through
October 14, 2003.

On February 24, 2003, the Debtors, with Old Republic's consent,
amended the Letter of Credit to delete an automatic renewal
clause and change the maturity date from April 1, 2003 to
November 30, 2003.  The automatic renewal clause was deleted
because it would have extended the Letter of Credit beyond the
maturity date of the Debtors' Postpetition Credit Facility as in
effect at that time -- the maturity date of the Postpetition
Credit Facility has since been extended to February 13, 2005.  
The maturity date of the Letter of Credit was extended to
November 30, 2003 to cover the term of the Current Policies and
provide some additional time to negotiate an extension of the
policies.  On October 24, 2003, the Debtors amended the Letter of
Credit for a second time by extending the maturity date to
December 31, 2003.

Kimberly D. Newmarch, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, tells the Court that Old Republic has
issued or will shortly issue New Policies, which will continue
the array of insurance coverage through October 14, 2004 on
essentially the same terms and conditions, except that the
workers' compensation coverage under the Self-Insured Programs
will contain a $100,000,000 per occurrence policy limit.  Old
Republic will also reduce the Letter of Credit from $10,870,000
to $8,720,000.

To effectuate these arrangements, however, Old Republic requires
the Debtors to satisfy these conditions:

   (a) The maturity date of the Amended Letter of Credit must be
       extended to November 30, 2004;

   (b) An automatic renewal clause must be reinserted in the
       Amended Letter of Credit to require the bank issuing the
       Letter of Credit to provide 30 days notice of non-renewal
       to the Debtors and Old Republic; and

   (c) Certain issues with respect to the New Policies must be
       clarified.

If the conditions are not satisfied, Old Republic will cancel the
New Policies effective December 31, 2003.

Old Republic also requires the Debtors to enter into a
stipulation, pursuant to which:

   (a) Old Republic will be entitled to an unliquidated
       administrative claim against the Debtors on account of the
       possibility that the Debtors will fail to make:

       -- premium payments or pay any other amounts due
          with respect to the Program Agreement, the Policies or
          the New Policies;

       -- payments within the deductible layer of the
          Policies with respect to claims covered by the
          Policies; or

       -- payments to the third party administrator
          administering the covered claims;

   (b) Old Republic's administrative claim will:

       -- survive the confirmation of the Debtors' Plan;

       -- not to be liquidated or adjudicated by the Court; and

       -- not to be payable on the Plan effective date.

       In the event the Debtors' cases are converted to
       Chapter 7, Old Republic's administrative claim will be
       estimated or adjudicated by the Court, as appropriate, and
       paid when the Court allows;

   (c) To the extent that Old Republic draws down on the Letter
       of Credit or the Amended Letter of Credit, the Debtors
       will not to seek to recover from Old Republic before
       October 14, 2007, any excess draws on the Letter of Credit
       or the Amended Letter of Credit, unless otherwise agreed
       to by the parties;

   (d) The Debtors will procure the Amended Letter of Credit;
       and

   (e) Old Republic is entitled -- without obtaining relief from
       the automatic stay, only after providing the Debtors,
       Creditors Committee and Asbestos Committee with no less
       than 20 business days' prior written notice -- to exercise
       its state law rights, if any, to cancel the New Policies
       in the event the Debtors:

       -- do not extend the maturity date of the Letter of Credit
          by December 22, 2003;

       -- do not make all required premium payments owed on
          account of the New Policies;

       -- do not make all required deductible payments on account
          of the claims covered by the Policies or the New
          Policies; or

       -- fail to pay amounts owed to the TPA.

       The Cancellation Notice will be served via overnight mail
       and facsimile to:

       The Company:

               John M. Donnan, Esq.
               Deputy General Counsel
               Kaiser Aluminum & Chemical Corporation
               5847 San Felipe, Suite 2500
               Houston, Texas 77057
               Facsimile: (713) 332-4605

               Mr. Kerry A. Shiba
               Vice President and Treasurer
               Kaiser Aluminum & Chemical Corporation
               5847 San Felipe, Suite 2500
               Houston, Texas 77057
               Facsimile: (713) 332-4702

       Debtors' Counsel:

               Gregory M. Gordon, Esq.
               David G. Adams, Esq.
               Jones Day
               2727 N. Harwood Street
               Dallas, Texas 75201
               Facsimile: (214) 969-5100

       Creditors Committee:

               Lisa G. Beckerman, Esq.
               Akin, Gump, Strauss, Hauer & Feld, L.L.P.
               590 Madison Avenue
               New York, New York 10022
               Facsimile: (212) 872-8162

       Asbestos Committee:

               Mark T. Hurford, Esq.
               Campbell & Levine LLC
               800 North King, Suite 300
               Wilmington, Delaware 19801
               Facsimile: (302) 426-9947

       Futures Asbestos Claimants Representative:

               James L. Patton, Jr., Esq.
               Young Conaway Stargatt & Taylor, LLP
               The Brandywine Building
               1000 West Street, 17th Floor
               P.O. Box 391
               Wilmington Delaware 19899
               Facsimile: (302) 571-1253

According to Ms. Newmarch, the Stipulation resolves, in advance,
certain issues that are likely to arise in connection with the
Policies and, in particular, the manner in which Old Republic's
administrative claims will be adjudicated.  The Policies are
"occurrence based" policies and Old Republic's reimbursement
rights and associated claims against the Debtors with respect to
the Policies will remain unliquidated for a substantial period of
time, because covered workers' compensation claims may be payable
for years after the Policies' expiration.

Under these circumstances, Ms. Newmarch states that placing a
value on claims for deductible loss reimbursement shortly after
the end of a policy year may be difficult and could result in
estimated claims that are either significantly higher or lower
than the reimbursement claims that would actually transpire.  The
Stipulation avoids these issues for the benefit of all parties
concerned.

The Stipulation also permits the Debtors to maintain the
necessary workers' compensation, automobile liability and general
liability insurance for the upcoming year at favorable rates.  
The Debtors will also obtain a reduction in the amount of the
collateral required under the Program Agreement.  Ms. Newmarch
asserts that that the New Policies are critical to the Debtors'
operations.  Any interruption in the insurance coverage could
have severe and adverse effects on the Debtors' ability to retain
employees and maintain their business operations.

Accordingly, the Debtors ask the Court to approve the Stipulation
and grant Old Republic an administrative claim. (Kaiser Bankruptcy
News, Issue No. 35; Bankruptcy Creditors' Service, Inc., 215/945-
7000)  


KMART: 7th Circuit Critical Vendor Arguments Pushed into 2004
-------------------------------------------------------------
The United States Court of Appeals for the Seventh Circuit was
scheduled to hear oral arguments on appeals taken in Kmart
Corporation's chapter 11 cases from U.S. District Court Judge
Grady's order finding critical vendor payments made pursuant to
the uncodified doctrine of necessity illegal in Chicago chapter 11
cases.  

The 7th Cir. scheduled oral argument for Tuesday, December 2,
2003.  That hearing was vacated and the hearing is expected to
convene in January 2004.  

As previously reported in the Troubled Company Reporter and
detailed in Kmart Bankruptcy News, Capital Factors, Inc, an
unsecured Kmart creditor, appealed to the United States District
Court for the Northern District of Illinois, Eastern Division,
seeking to reverse four bankruptcy court orders in Kmart's chapter
11 cases authorizing payment of some vendors' prepetition claims.   

Steven Bennett Towbin, Esq., at Shaw, Gussis, Fishman, Glantz,
Wolfson & Towbin LLC, in Chicago represents Capital Factors.  
Andrew N. Goldman, Esq., at Wilmer, Cutler & Pickering is
representing Kmart before the 7th Circuit.  

                    Bankruptcy Court History

Kmart Corporation and certain of its domestic subsidiaries,
affiliates, debtors and debtors-in-possession filed a voluntary
petition for reorganization pursuant to Chapter 11 of the
Bankruptcy Code, on January 22, 2002.   As part of its "first day
motions," Kmart asked the bankruptcy court for authorization to
pay the prepetition obligations owed certain "critical vendors"
and certain foreign vendors.  Kmart contends these payments are
necessary in order to maintain essential relationships with its
vendors, thus insuring the company's continued operation and
reorganization.  Kmart invokes the "doctrine of necessity" as a
basis for the bankruptcy court's authority to permit these
payments, as well as 11 U.S.C. Sec. 105(a).

During presentation of evidence on these motions in the course of
"first day" proceedings, Capital Factors objected to both motions.  
Capital Factors is a factoring agent for a number of Kmart's
apparel suppliers, and it holds general unsecured claims against
the bankruptcy estate in the amount of approximately $20 million.   
A factoring agent purchases accounts receivable from its
customers; here, Kmart's apparel suppliers; and assumes the
collection responsibilities against the debtor; here, Kmart Corp.

                Bankruptcy Court Finds Necessity

The bankruptcy court acknowledged that the problem of how to
handle critical trade creditors seeking payment of prepetition
obligations is an issue frequently brought before the court,
presenting the court with difficult issues for its analysis and
disposal.  To handle these matters, the bankruptcy court says it
must "stretch" to find the authority to respond effectively to
what it regards as situations of  "necessity" -- the ability of
the debtor to continue its business as a going concern.  

Adhering to the principles of necessity and business needs that
were put forth by Kmart during the hearing, the bankruptcy court
granted the Critical Vendors Motion, noting that the egg and dairy
vendors as well as the advertising concerns, among others, are
necessary to the continued functioning of Kmart.  And the
bankruptcy court dealt similarly with the Foreign Vendors Motion.

In early February 2002, Kmart filed two more motions seeking
authority to pay prepetition letters of credit issuers and liquor
vendors.  The bankruptcy court held a hearing and granted both
motions over Capital Factors' objections.

The bankruptcy court ruled, as part of the critical vendors
motions, that certain foreign vendors were integral to Kmart's
reorganization of Kmart and should be paid.  The Bankruptcy Court
held that paying the prepetition L/C issuers to be a component
part of that earlier decision.   The bankruptcy court also granted
the liquor vendor motion, "finding that there is a good business
justification for it."

                      District Court Appeal

Capital Factors raised three issues on appeal before the District
Court:

   (1) whether the "doctrine of necessity" provides a bankruptcy
       court with either statutory authority or equitable power
       to allow payment of selected prepetition unsecured trade
       claims prior to confirmation of a Chapter 11 plan for
       reorganization;

   (2) whether there was a sufficient evidentiary basis for
       the bankruptcy court to allow payment of certain
       prepetition claims; and

   (3) whether state laws prohibiting liquor wholesalers from
       selling products to Chapter 11 debtors legally unable
       to pay their prepetition debt are invalid or
       unenforceable to the extent that they conflict with
       the Bankruptcy Code.

Kmart raised the additional issue of whether Capital Factors'
appeals are moot because Kmart already has paid a substantial
portion of the prepetition claims.

            Judge Grady Says the Bankruptcy Court Goofed

In the District Court opinion, Judge Grady first examines the
question of whether the bankruptcy court has the power to
authorize payment of prepetition claims prior to confirmation of a
Chapter 11 reorganization plan (that is, pre-plan).  The
bankruptcy court relies on 11 U.S.C. section 105(a) to authorize
payment of prepetition claims.  This section addresses the
equitable powers of bankruptcy courts and provides:

     "The court may issue any order, process or judgment that
     is necessary or appropriate to carry out the provisions
     of this title.  No provision of this title providing for
     the raising of an issue by a party in interest shall be
     construed to preclude the court from, sua sponte, taking
     any action or making any determination necessary or
     appropriate to enforce or implement court orders or rules,
     or to prevent an abuse of process."

Judge Grady observes that the bankruptcy court does not refer
specifically to the equitable "doctrine of necessity" when ruling
on Kmart's motions in open court or in its written orders.  
However, the court does find that the payments are "necessary,"
"integral," and that there is "good business justification" for
them.  

Judge Grady explains that the doctrine is derived from the
"necessity of payment rule," which was developed and used in
railroad reorganizations "as justification for the payment of pre-
petition debts, paid under duress, to secure continued supplies or
services essential to the continued operation of the railroad."  B
& W Enters Inc. v. Goodman Oil Co., 713 F.2d 534, 537 (9th
Cir.1983).  The rule subsequently has evolved into the "doctrine
of necessity," which has been applied in non-railroad situations
to justify the pre-plan payment of prepetition claims of creditors
who threaten to withhold goods or services believed critical to
the debtor's continued viability and reorganization.

However, continues Judge Grady, the Seventh Circuit has stated
that the grant of equitable power in section 105 is limited.  It
"allows bankruptcy courts to use their equitable powers only as
necessary to enforce the provisions of the Code, not to add on to
the Code as they see fit."   In re Fesco Plastics Corp., 996 F.2d
152, 156 (7th Cir. 1993).  See also Souveia v. Tazbir, 37 F.3d 295,
300 (7th Cir. 1994) ("The Supreme Court has taught that any grant
of authority given to the bankruptcy courts under section 105 must
be exercised within the confines of the bankruptcy code.")

Judge Grady explains, in his Memorandum Opinion, the effect of the
bankruptcy court's orders authorizing payment of prepetition
obligations to certain vendors:  The Bankruptcy Code, he says sets
forth a priority scheme for the payment of claims.  11 U.S.C.
Secs. 503 and 507.  The Code does not carve out priority or
administrative expense status for prepetition general unsecured
claims based on the "critical" status of a creditor.  But the
effect of the bankruptcy court's orders is to elevate the claims
of the "critical" vendors over those of other unsecured creditors
and thereby subordinate the claims of non-"critical" unsecured
creditors.  Thus, concludes Judge Grady, the bankruptcy court
altered the priority scheme set forth in the Bankruptcy Code.

There is a split in the courts regarding whether section 105
authorizes bankruptcy courts to permit pre-plan payment of
prepetition unsecured claims.  As Kmart points out in its briefs,
many bankruptcy courts and a handful of district courts have held
that bankruptcy courts do have this power.  See, e.g., In re Just
for Feet Inc., 242 B.R. 821 (D. Del. 1999).  

However, as Capital Factors points out, writes Judge Grady, a
number of courts of appeals and a few lower courts have held that
section 105 does not empower bankruptcy courts to authorize pre-
plan payment of prepetition unsecured claims.  See, e.g., Official
Committee of Equity Security Holders v. Mabey, 832 F.2d 299 (4th
Cir. 1987).  

Judge Grady writes that the U.S. District Court for the Northern
District of Illinois, Eastern Division, agrees with the latter
courts' view that the Bankruptcy Code's statutory scheme of
priority in favor of "equity" cannot be ignored, especially in
light of the Seventh Circuit's admonition that "the fact that a
bankruptcy proceeding is equitable does not give the judge a free-
floating discretion to redistribute rights in accordance with his
personal views of justice and fairness, however enlightened those
views may be."  In re Chicago, Milwaukee, St. Paul & Pacific R.R.
Co., 791 F.2d 524, 528 (7th Cir. 1986).

Judge Grady acknowledges that application of the "doctrine of
necessity" through section 105 of the Bankruptcy Code, is well-
intended and may even achieve some beneficial results; for
example, the pre-plan payment of certain prepetition claims may
allow the debtor to minimize disruptions in doing business, and
thereby may further reorganization.   But, nevertheless, cautions
Judge Grady, it is clear that however useful and practical these
payments may appear to bankruptcy courts, they are not authorized
by the Bankruptcy Code.  Congress has not elected to codify the
doctrine of necessity or otherwise permit pre-plan payment of
prepetition unsecured claims.

Judge Grady writes that because the bankruptcy court did not have
either the statutory or equitable power to authorize the pre-plan
payment of prepetition unsecured claims, it is not necessary that  
he address the second and third issues Capital Factors raises on
appeal.

             Judge Grady Rejects Kmart's Mootness Defense

"Kmart does not persuade us that Capital Factors' appeals are moot
due to the fact that the prepetition claims in question have been
substantially paid," writes Judge Grady.   Kmart argues that the
Court should not reverse the orders allowing payment of the
prepetition claims because the parties receiving payments already
have acted in reliance on such payments.  Judge Grady refutes
Kmart's reasoning, saying that the instant case is not a situation
where there has been confirmation plan.  Therefore, it is not too
late to order that the monies paid be returned.  Kmart further
argues that undoing the bankruptcy court's orders would "paralyze"
the company by "forcing it to undergo the Herculean task of
immediately commencing thousands of lawsuits to collect hundreds
of millions of dollars from thousands of vendors."  

Judge Grady says he is not persuaded by such doomsday
speculations; he indicates that Kmart probably will not have to
sue since the bankruptcy court would probably have the power to
order return of the monies paid.  

For all the reasons set forth in his Opinion, Judge Grady
concludes that the four orders of the bankruptcy court authorizing
payment of prepetition obligations to certain vendors and issuers
of letters of credit are reversed.


KMART CORP: Court Disallows & Expunges 127 Litigation Claims
------------------------------------------------------------
Kmart Corporation and its debtor-affiliates reviewed all claims
relating to pending lawsuits against them.  Based on their
previous experiences with similar cases, the Debtors believe that
certain cases have no merit or have no liability.

At the Debtors' request, the Court disallows and expunges 127 No
Liability Litigation Claims that total $57,065,816.  The Court
will continue the hearing on 23 other No Liability Litigation
Claims aggregating $72,960,460.

The Debtors also reviewed the facts of certain pending lawsuits
and, based on the circumstances and experience with previous
cases with similar facts, estimated an amount for which they
might be liable.  Many times, the Debtors found out that the
amounts asserted by the litigants exceed the estimated amount.  
In other instances, the Debtors have already settled with the
opposing party and now want to reduce the amounts listed in the
proof of claim to reflect the settlement amount.  In other
instances, the Debtors have identified Litigation Claims that
they want to settle but have not yet reached a settlement with
the opposing party.

In January 2003, the Debtors sought and obtained the Court's
permission to settle certain classes of prepetition claims.  The
Debtors are permitted to agree to the settlement allowance of
claims where the difference between their books and records and
the amounts asserted in the proof of claim is $1,000,000 or less.  
If the allowed claim will include 50% or more of the amount in
controversy, the Debtors will give 10 days notice of the
settlement to their creditor committees.

The Debtors found seven litigation claims where the proposed
settlement exceeds their settlement authority.  With the Court's
permission, the Debtors will settle these Proposed Settlement
Claims:

                                            Claim   Reclassified
Claimant                   Claim No.       Amount         Amount
--------                   ---------   ----------   ------------
Bushack, Ed                  44530     $2,019,600        $50,000
Serrano, LLC                 10075      2,500,000         25,000
Urso, Louis B,               31860      1,365,860        200,000
W.G. Nichols, Inc.           20134      1,271,109        100,000

The decision on these remaining Proposed Settlement Claims will
be continued at a later hearing:

                                            Claim   Reclassified
Claimant                   Claim No.       Amount         Amount
--------                   ---------       ------   ------------
Biggerstaff, Michael E.      37599     $1,084,081        $50,000
Fennell, William L.          29279      1,153,263         55,000
Sigur, Carolyn               27067     10,000,000          5,000

Majority of the claims that the Debtors have settled have been
resolved pursuant to the Settlement Authority Order.  There are
71 Settled Litigation Claims identified by the Debtors where a
settlement has been reached.  At the Debtors' request, the Court
reduces 66 of the Settled Litigation Claims, aggregating
$1,977,005.  The hearing on these five Settled Litigation Claims
is continued:

                                            Claim   Reclassified
Claimant                   Claim No.       Amount         Amount
--------                   ---------       ------   ------------
Cummins, Gaines A.              47735     $50,000        $50,000
Fonderen, Michael               47736      50,000         50,000
Menzel, Barbara Ann             47731     110,000        110,000
Poru, Philip A.                 21830       9,000              0
Timm, Nathan P.                 47730      95,000         95,000

The Debtors also identified 103 Proposed Settlement Claims where
the settlement they proposed is within their settlement authority.  
The Debtors want the Proposed Settlement Claims reduced to the
Proposed Settlement Amount.

Judge Sonderby reduces 82 Proposed Settlement Claims from
$15,106,316 to $2,399,811.  The hearing on 19 Proposed Settlement
Claims is continued:

       Type of Claim         Claim Amount      Reclassified To
       -------------         ------------      ---------------
       Administrative          $1,000,000                   $0
       Priority                 3,313,800                    0
       Unsecured                6,656,176              614,932
(Kmart Bankruptcy News, Issue No. 65; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


LAIDLAW INC: Laidlaw Int'l Sells Unregistered Securities
--------------------------------------------------------
In accordance with the Plan, Laidlaw International, Inc., issued
103,800,000 shares of common stock as of June 23, 2003.  Of the
103,800,000 shares:

   -- 31,100,000 were issued to holders of Laidlaw bank debt
      claims;

   -- 57,900,000 to holders of Laidlaw bond debt claims; and

   -- 11,000,000 to holders of general unsecured claims.  

In addition, 3,800,000 shares were issued to a trust in
connection with Laidlaw's settlement with the United States
Pension Benefit Guaranty Corporation relating to the funding
level of certain subsidiary pension funds.

Section 1145(a)(1) of the Bankruptcy Code exempts the offer and
sale of securities under a plan of reorganization from
registration under the Securities Act of 1933 and state
securities laws if three principal requirements are satisfied:

   (a) the securities must be offered and sold under a plan of
       reorganization and must be securities of the debtor, an
       affiliate participating in a joint plan with the debtor or
       a successor to the debtor under the plan;

   (b) the recipients of the securities must hold a prepetition
       or administrative expense claim against the debtor or an     
       interest in the debtor; and

   (c) the securities must be issued entirely in exchange for the
       recipient's claim against or interest in the debtor, or
       principally in the exchange and partly for cash or
       property.

According to the Court's Confirmation Order approving Laidlaw's
Plan, the offer and sale of the Laidlaw's common stock under the
Plan were exempt from registration under the Securities Act and
state securities laws pursuant to Section 1145(a)(1).

In addition, on June 3, 2003, in connection with the Plan,
Laidlaw issued a $406,000,000 aggregate principal amount of
10.75% senior notes due 2011.  The offer and sale of the senior
notes was made in reliance on an exemption from registration
under the Securities Act pursuant to Section 4(2).  Laidlaw
received net proceeds from the sale of these senior notes of
$389,000,000.  The proceeds were used, together with borrowings
under a senior secured credit facility, to fund a portion of the
cash distributions provided for under the Plan. (Laidlaw
Bankruptcy News, Issue No. 42; Bankruptcy Creditors' Service,
Inc., 215/945-7000)  


LB-UBS COMMERCIAL: Fitch Affirms Various Series 2000-C3 Ratings
---------------------------------------------------------------
LB-UBS Commercial Mortgage Trust's commercial mortgage pass-
through certificates, series 2000-C3, are affirmed by Fitch
Ratings as follows:

        -- $362.3 million class A-1 'AAA';

        -- $641.2 million class A-2 'AAA';

        -- $71.8 million class B 'AA';

        -- $48.9 million class C 'A';

        -- $19.5 million class D 'A-';

        -- $13 million class E 'BBB+';

        -- $13 million class F 'BBB';

        -- $11.7 million class G 'BBB-';

        -- $20.9 million class H 'BB+';

        -- $16.3 million class J 'BB';

        -- $9.7 million class K 'BB-'.

Fitch does not rate the $10.4 million class L, $11.7 million class
M, $3.9 million class N or $11.9 million class P.

The affirmations follow Fitch's ongoing surveillance of the
transaction which has paid down 2.8% since issuance.

Wachovia, as master servicer, collected year-end 2002 operating
statements for 96% of the portfolio by balance. The weighted
average debt service coverage ratio of the portfolio is 1.64
times, compared to 1.36x at issuance.

There are currently 10 loans in special servicing representing
2.70% of the portfolio. The largest loan, Foshay Tower,
representing .82% of the portfolio, is located in Minneapolis MN.
It transferred to the special when the borrower reportedly
cancelled a letter of credit which secured their obligation to
perform required repairs at the property. The loan remains current
and a local engineer reports the repairs have been completed.

The Cherry Creek (11.70%), Annapolis Mall (9.36%), Westfield
Portfolio (7.53%), and Sangertown Square Mall (4.76%) loans have
investment grade credit assessments. The loans have a YE 2002 DSCR
of 1.93x, 1.82x, 1.72x,and 1.60x, respectively, and reported
occupancy above 95%. Fitch continues to monitor the occupancy of
the Cherry Creek loan with respect to the upcoming closing its
Lord & Taylor anchor. Cherry Creek, Annapolis Mall, and Sangertown
Square are secured by regional malls while the Westfield portfolio
is secured by a regional mall and power center. The Fitch stressed
DSCR for each loan is calculated using servicer provided net
operating income less reserves divided by a Fitch stressed debt
service.

Fitch will continue to monitor the transaction, as surveillance is
ongoing.


LEGACY HOTELS: Calls Debentures For Redemption on Dec. 15, 2003
---------------------------------------------------------------    
Legacy Hotels Real Estate Investment Trust (TSX: LGY.UN) has given
notice calling for redemption all of its outstanding Series 1C, 1D
and 2B Debentures on December 15, 2003. Legacy had previously
announced its intention to redeem these Debentures in conjunction
with the proposed financing announced on October 17, 2003.
Pursuant to the trust indentures governing the Debentures, the
redemption price will be the greater of par and the "Canada Yield
Price" set forth in the indentures, plus accrued and unpaid
interest.

Legacy is Canada's premier hotel real estate investment trust with
24 luxury and first-class hotels and resorts with over 10,000
guestrooms located in Canada and the United States. The portfolio
includes landmark properties such as Fairmont Le ChÉteau
Frontenac, The Fairmont Royal York, The Fairmont Empress and The
Fairmont Olympic Hotel, Seattle.

                          *   *   *

As previously reported, Standard & Poor's Ratings Services
downgraded its ratings on Legacy Hotels Real Estate Investment
Trust (Legacy REIT or the trust) to 'BB-'. At the same time, the
senior unsecured debt rating was lowered to 'B+' from 'BB+'. The
outlook is negative.

The 'BB-' long-term corporate credit rating on Legacy REIT
reflects the deterioration of its business risk profile and
financial risk profile. Legacy REIT's credit strengths include a
portfolio of good quality real estate assets and its prominent
market position. Legacy REIT's credit weaknesses include the
aggressive business and financial policies of management, weak and
deteriorating credit measures, liquidity concerns, and uncertainty
in the lodging sector in general. Standard & Poor's is concerned
with Legacy REIT's business and financial strategies given a
challenging lodging environment when it is experiencing weakening
credit measures.


LIN TV CORP: Will Present at UBS and CSFB Conferences This Week
---------------------------------------------------------------
LIN TV Corp. (NYSE: TVL) Chairman, President and CEO Gary R.
Chapman, and Vice President of Corporate Development and Treasurer
Deborah R. Jacobson will deliver company presentations at the UBS
Media Week Conference on Wednesday, December 10, 2003 at 1:30pm
Eastern time and at the Credit Suisse First Boston Media & Telecom
Conference on Thursday, December 11, 2003 at 3:10pm Eastern time.

Live audio webcasts and the supporting slide presentations for
both conferences can be accessed through the Investor Relations
section of LIN TV's Web site at http://www.lintv.com A replay of  
the UBS presentation will be available on the website within 3
hours of the live event until midnight on Saturday, January 11,
2004. A replay of the CSFB presentation will be available on the
website within 24 hours of the live event until midnight on
Friday, January 10, 2003.

LIN TV Corp. operates 24 television stations in 14 markets, two of
which are LMAs. The Company also owns approximately 20% of KXAS-TV
in Dallas, Texas and KNSD-TV in San Diego, California through a
joint venture with NBC, and is a 50% non-voting investor in Banks
Broadcasting, Inc., which owns KWCV-TV in Wichita, Kansas and
KNIN-TV in Boise, Idaho. Finally, LIN is a 1/3 owner of WAND-TV,
the ABC affiliate in Decatur, Illinois, which it manages pursuant
to a management services agreement. Financial information and
overviews of LIN TV's stations are available on the Company's Web
site at http://www.lintv.com  

                         *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services assigned its 'B' rating to LIN Television
Corporation's new $200 million senior subordinated note issue due
2013.

In addition, Standard & Poor's assigned its 'B' rating to the
company's new $100 million exchangeable senior subordinated note
issue due 2033. Proceeds are expected to be used to refinance
existing debt. At the same time, Standard & Poor's affirmed its
'BB-' corporate credit rating on LIN Television, an operating
subsidiary of LIN Holdings Corp. The outlook is stable. The
Providence, R.I.-based television owner and operator had
approximately $754.0 million of debt outstanding on March 31,
2003.


LTC COMM'L: Fitch Takes Rating Actions on Series 1996-1 Notes
-------------------------------------------------------------
LTC's Commercial Mortgage Pass-Through Certificates, Series
1996-1, are upgraded by Fitch Ratings as follows:

        -- $8.7 million class B to 'AAA' from 'AA';

        -- $7.6 million class C to 'A' from 'A-'.

The following classes are affirmed:

        -- $37.4 million class A 'AAA';

        -- $717 class LR 'AAA';

        -- $717 class R 'AAA';

        -- $5.1 million class D 'BBB-';

        -- $11.8 million class E 'B-';

        -- $4.5 million class F 'CCC'.

Fitch does not rate the $4.7 million class G.

The rating upgrades reflect the increase in credit enhancement
levels attributed to loan payoffs and amortization. As of the
November 2003 distribution date, the pool's aggregate collateral
balance has been reduced by 29% to $79.8 million from $112.5
million at issuance.

GMAC Commercial Mortgage Corp., the master servicer, provided
year-end 2002 operating performance for 70% of the outstanding
balance. Based on the information provided the weighted average
debt service coverage ratio decreased to 1.49 times from 1.77x at
YE 2001 and 2.39x at issuance.

One loan (1.4%) is delinquent and in special servicing. Four loans
(33%), including three of the top five loans, had YE 2002 DSCRs
below 1.00x, however none of these loans are delinquent. The pool
remains highly concentrated by property type, with 100% of the
pool secured by healthcare properties.

Fitch will continue to monitor this transaction as surveillance is
ongoing.


LTV CORP: Wants Clearance for Pension Benefit Settlement Pact
-------------------------------------------------------------
The LTV Corporation Debtors ask Judge Bodoh to approve their
settlement and release agreement with Pension Benefit Guaranty
Corporation.

LTV is the administrator of certain employee pension benefit
plans, including the LTV Steel Hourly Pension Plan, the LTV Steel
Salaried Defined Benefit Retirement Plan, the LTV Steel Mining
Company Pension Plan, the LTV Railroads Pension Plan, and the
Georgia Tubing Corporation Pension Plan.  The Copperweld Debtors
administer the Copperweld Corporation Shelby Division Pension Plan
for Production and Maintenance Employees, the Copperweld
Corporation Pension Plan and the Pension Plan for Miami Hourly
Employees.  The LTV Plans and the Copperweld Plans are subject to
ERISA.

The LTV Plans were not assumed either by ISG in the Integrated
Steel Sale transaction or by the purchaser of the LTV Tubular
Business.  As a result, PBGC determined that the LTV Plans must be
terminated to protect the interests of the LTV Plan participants.  
Between March 31, 2002 and April 30, 2003, PBGC and LTV entered
into a series of agreements terminating the LTV Plans and
appointing the PBGC trustee of these plans.

Based on the terminations of each of the LTV Plans, and in
anticipation of the termination of one or more of the Copperweld
Plans, PBGC asserted claims against the LTV Debtors for, among
other things, amounts arising out of, based on, or relating to the
termination, or future termination, of the LTV Plans and the
Copperweld Plans.

Shana F. Klein, Esq., at Jones Day, in Cleveland, Ohio, tells
Judge Bodoh that the Settlement Agreement fully resolves,
compromises and settles the claims between the LTV Debtors and
PBGC arising under or in connection with the Plan Terminations and
the Plan Termination Agreements.  The principal terms of the
Settlement Agreement are:

       (a) PBGC's Administrative Expense Priority Claims

           The LTV Debtors and the PBGC agree that:

              (i) Administrative Claim No. 2822 relating to
                  the Georgia Tubing Corporation Pension Plan
                  will be reclassified and allowed as a general
                  unsecured non-priority claim for $85,455;

             (ii) Administrative Claim No. 807 for $1,093,120
                  for unpaid PBGC premiums for the LTV Steel
                  Hourly Pension Plan will be withdrawn with
                  prejudice; and

            (iii) PBGC will forever release and discharge the
                  LTV Debtors from any and all administrative
                  or priority claims, relating to the Plan
                  Termination Agreements or otherwise.  
                  However, PBGC will be entitled to continue to
                  assert its Administrative Claim No. 808 for
                  $48,240 for the reimbursement of actuarial
                  consulting costs.  The Debtors and all other
                  parties-in-interest will continue to be
                  entitled to object to the Substantial
                  Contribution Claim.

       (b) The PBGC's General Unsecured Claims

           The LTV Debtors and the PBGC agree that:

              (i) any and all general unsecured non-priority
                  claims for unfunded benefit liabilities, as
                  defined in 29 U.S.C. Section 1301(a)(18), of
                  the LTV Plans and the Copperweld Plans
                  resulting from the Plan Terminations,
                  including the Substantial Contribution Claim,
                  and asserted by PBGC against the LTV Debtors
                  will be fixed in the aggregate amount of
                  $1,450,000,000 against each of the LTV
                  Debtors' estates; and

             (ii) PBGC will forever release and discharge
                  each of the LTV Debtors from any and all
                  general unsecured non-priority claims,
                  relating to the Plan Terminations or otherwise.
                  However, the Unsecured Claim will be allowed
                  against each of the LTV Debtors and will be
                  paid or otherwise satisfied in accordance with
                  the treatment accorded to general unsecured
                  non-priority claims in each of the LTV Debtors'
                  cases.

       (c) Return of Assets

           Without further delay:

              (i) the LTV Debtors will deliver to PBGC, as
                  an asset of the LTV Steel Salaried Defined
                  Benefit Retirement Plan, a $2,661,268 rate
                  refund LTV received from CIGNA, representing
                  the surplus realized from the conversion of
                  the pre-ERISA CIGNA variable annuity policy
                  to a fixed annuity; and

             (ii) the PBGC will deliver to LTV, as an asset of
                  the LTV Steel Hourly Defined Contribution
                  Plan, $2,111,292 in net excess amount that was
                  erroneously transferred to PBGC, as trustee,
                  in connection with the termination of the
                  LTV Steel Hourly Pension Plan.

Ms. Klein explains that litigating the Claims could take
substantial time and would require the LTV Debtors to incur
substantial attorney's fees and expenses without any certainty of
the outcome of the litigation.  In contrast, the Settlement
Agreement benefits the LTV Debtors' estates by:

       (a) withdrawing certain administrative expense priority
           claims against the LTV Debtors;

       (b) fixing PBGC's allowed administrative expense priority
           claims and allowed general unsecured non-priority
           claims against the LTV Debtors' estates in amounts
           that are less than the amounts of the asserted claims;
           and

       (c) avoiding the costs that the LTV Debtors would
           otherwise have to pay to litigate the Claims.

Because the Debtors' estates are administratively insolvent, the
terms of the Settlement Agreement will not adversely affect their
estates. (LTV Bankruptcy News, Issue No. 58; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MAGELLAN HEALTH: Proposes Stipulation Settling MTS Health Claim
---------------------------------------------------------------
Prior to the Petition Date, the Magellan Health Debtors entered
into a letter agreement with MTS Health Partners L.P., dated
June 15, 2002, pursuant to which MTS agreed to provide certain
financial advisory services to the Debtors.  In the fall of 2002,
the Debtors employed Gleacher Partners LLC to act as their
financial advisors.

In October 2002, alleging that the Debtors breached the
Agreement, MTS filed a complaint against the Debtors in the
United States District Court for the Southern District of New
York seeking damages.  On December 27, 2002, the Debtors answered
the complaint denying all allegations and asserted counterclaims
against MTS.

On the Petition Date, all proceedings in the District Court
Action were stayed.

On March 13, 2003, MTS filed Claim Nos. 1 through 5 against
certain of the Debtors, asserting claims aggregating $1,200,000
plus additional unliquidated amounts.  On July 24, 2003, MTS
amended the Proofs of Claim with Claim Nos. 4250, 4251, 4252,
4254, and 4255 to increase the claims to $11,000,000.

On August 8, 2003, MTS asked the Court to compel the Debtors to
allow or promptly object to the MTS Claim by establishing a date
by which the Debtors must object to the Amended Proofs of Claim.  
On August 18, 2003, the Debtors objected to the Original Proofs
of Claim, but not the Amended Proofs of Claim.  On September 12,
2003, MTS withdrew its request and agreed that the Claims
Objection would be deemed to object to the Amended Proofs of
Claim.

On September 18, 2003, the Debtors sought to reject the Agreement
pursuant to Section 365 of the Bankruptcy Code.

The Debtors believe that continued litigation regarding the
Amended Proofs of Claim would be costly and protracted and is
fraught with uncertainty.  Accordingly, the Debtors and MTS
engaged in extensive, arm's-length discussions regarding the
amount and treatment of the Amended Proofs of Claim, which have
culminated in the signing of a Stipulation.  

Accordingly, the Debtors ask the Court to approve their
Stipulation with MTS.

The salient terms of the Stipulation are:

   (1) The Amended Proofs of Claim will be reduced and allowed
       for distribution purposes as one General Unsecured Claim
       against the Debtors for $2,100,000.  Except for the
       Amended Proofs of Claim, as reduced and allowed pursuant
       to the Stipulation and Order, MTS will have no other
       claims against the Debtors in their Chapter 11 cases;

   (2) Pursuant to the Plan, MTS is deemed to elect the Partial
       Cash-Out Election in respect of the shares of New Common
       Stock that MTS is entitled to receive pursuant to the
       Plan;

   (3) The Agreement will be deemed rejected pursuant to Section
       365 as of October 17, 2003;

   (4) The Stipulation constitutes a full and final compromise of
       any claims, legal or equitable, arising out of the
       Agreement, the services rendered pursuant to it, or the
       rejection of the Agreement or which were or could have
       been asserted by the Parties in the District Court Action,
       and the Parties mutually release those claims and agree
       that without further delay, they will file a stipulation
       of dismissal with prejudice of the District Court Action
       with the Clerk of the United States District Court for the
       Southern District of New York pursuant to Rule
       41(a)(1)(ii) of the Federal Rules of Civil Procedure; and
  
   (5) The payment of the Amended Proofs of Claim will be in full
       and complete satisfaction of any and all claims or causes
       of action that MTS has or may have against the Debtors
       arising in connection with the District Court Action or
       the Amended Proofs of Claim. (Magellan Bankruptcy News,
       Issue No. 19: Bankruptcy Creditors' Service, Inc., 215/945-
       7000)  


MIRANT CORP: Brings-In Baker Botts as Special Counsel
-----------------------------------------------------
Mirant Corp. and its debtor-affiliates seek the Court's authority,
pursuant to Section 327(e) of the Bankruptcy Code, to employ
Baker Botts LLP as their special counsel effective as of
October 1, 2003.

Baker Botts is a global law firm of almost 700 lawyers, with
about 50 lawyers in its energy and environmental practice groups,
several of whom are nationally recognized experts in their
respective fields, plus over 160 trial lawyers who have
extensive experience in complex civil, commercial, and white-
collar criminal-defense matters, including extensive experience
in energy and environmental litigation.  As part of its regular
practice, Baker Botts provides counsel on a regular basis to
electric-generating companies on issues of the type confronting
Mirant.

With respect to Mirant, Robin E. Phelan, Esq., at Haynes and
Boone LLP, in Dallas, Texas, reports that the services include
counsel on compliance with environmental laws, representing
companies in federal and state investigations of environmental
compliance and in the negotiations of settlements with state
agencies on alleged violations of environmental laws and
regulations, and serving as litigation counsel for enforcement
actions brought by the United States Environmental Protection
Agency and state entities for alleged violations of federal and
state environmental laws and regulations.  As a result of its
prior work on the matters, Baker Botts became familiar with the
issues and has developed expertise with respect to these matters.

According to Mr. Phelan, Baker Botts has advised the Debtors
since 1997.  After the Petition Date, the Debtors continued to
employ Baker Botts as an ordinary course professional for these
matters:

   (i) Representing Mirant in proceedings before the Federal
       Energy Regulatory Commission relating to the
       interconnection of a generating project in southern
       Nevada and certain required regional transmission
       upgrades in Docket No. RT01-35 with respect to the
       formation of RTO West, and in Docket No. ER03-1221 with
       respect to Amendment No. 56 to the tariff of the
       California Independent System Operator;

  (ii) Representing Mirant, jointly with Reliant Energy Power
       Generation, Inc. and Reliant Energy Services, Inc. in
       Docket Nos. ER02-2234 and EL02-104 relating to the PX
       application to amend the rate schedule to recover
       operating expenses related to participation in the refund
       proceedings and litigation.  Fees and expenses incurred
       in connection with these services are to be split equally
       between Mirant and Reliant;

(iii) Representing Mirant and Reliant jointly in Docket No.
       ER03-683 relating to the CAISO's Amendment 50 proposing
       changes to intrazonal congestion management and in Docket
       No. ER03-746 relating to the CAISO's Amendment 51
       proposing changes to settlement re-runs.  Fees and
       expenses incurred in connection with these services are
       to be split equally between Mirant and Reliant;

  (iv) Representing Mirant and Reliant jointly in a protest of
       compliance filings regarding the CAISO's Amendments 54
       and 55, as well as in filings by the CAISO relating to
       market re-design efforts in Docket No. ER02-1656.  Fees
       and expenses incurred in connection with these services
       are to be split equally between Mirant and Reliant;

   (v) Representing Mirant in connection with enforcement
       investigations and litigation brought by the U.S.
       Environmental Protection Agency against numerous electric
       generating companies, including Mirant, involving
       alleged violations of the new source review provisions of
       the Clean Air Act; and

  (vi) Providing counsel to Mirant on future environmental
       requirements and developing cost-effective compliance
       plans.

Mr. Phelan clarifies that while the Debtors already sought and
obtained this Court's permission to retain the law firm of Latham
& Watkins LLP to represent it in connection with various matters
pending before FERC, as well as sought this Court's authority to
expand the scope of representation by the law firm of McDermott
Will & Emery to represent the Debtors in connection with various
state and federal regulatory matters with respect to the Debtors'
businesses in the State of California and the West-Wide Region,
the Debtors cannot retain the services of these two firms in
connection with many of the FERC matters set forth herein
because the law firms possess a conflict of interest as to the
matters and the expertise and background of Baker Botts on these
particular FERC matters cannot be replicated by the other firms.

According to Mr. Phelan, from the Petition Date through July 31,
2003, Baker Botts rendered services to the Debtors in the
aggregate amount of $14,493; in August 2003, Baker Botts rendered
services to the Debtors in the aggregate amount of $39,479; and
in September 2003, Baker Botts rendered approximately $45,864 in
services to the Debtors.  Baker Botts has not been compensated
for any of these amounts to date, but the Debtors intend to pay
Baker Botts for these months as an ordinary-course professional
in accordance with the Ordinary Course Professional Order.  

As work progressed through September 2003, it became evident that
Baker Botts would need to be retained as special counsel rather
than continue to perform services as an ordinary course
professional.

Steven R. Hunsicker, Esq., a Partner at Baker Botts LLP, assures
the Court that, to the best of his knowledge, Baker Botts does
not have or represent any connection with or any interest adverse
to the Debtors and their estates on the matters for which the
firm is being retained.

Baker Botts intends to charge the Debtors for its legal services
on an hourly basis in accordance with its ordinary and customary
hourly rates in effect at the date of services, which currently
ranges from $160 to $550 for its attorneys and $95 to $145 for
its paraprofessionals.  The firm will also seek reimbursement of
actual and necessary out-of-pocket expenses incurred.

Furthermore, Mr. Hunsicker discloses that prepetition, Baker
Botts received payment from the Debtors amounting to $28,158 for
professional fees rendered and expenses incurred prior to the
Petition Date while $4,443 remains unpaid.  Baker Botts will not
seek compensation from any of the Debtors on account of the
unpaid prepetition services. (Mirant Bankruptcy News, Issue No.
14; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NATIONAL CENTURY: Gets Court Nod to Vote on the PhyAmerica Plan
---------------------------------------------------------------
Prior to the Petition Date, certain of Baltimore Emergency
Services II, LLC and its Affiliated Debtors -- the PhyAmerica
Debtors -- sold their accounts receivable to NPF XII pursuant to
a sales and subservicing agreement and a receivables purchase and
contribution agreement entered into among certain of the
PhyAmerica Debtors, NPF XII and Debtor National Premier Financial
Services, Inc.  The Debtors have asserted that the PhyAmerica
Debtors owe NPF XII $355,000,000, net of reserves, under the NPF
XII Agreements.  The PhyAmerica Debtors also sold accounts
receivables to NPF VI pursuant to a sales and subservicing
agreement among certain of the PhyAmerica Debtors, NPF VI and
NPFS.  Approximately $23,000,000, net of reserves, is owed to NPF
VI under the NPF VI Agreement.

According to Charles M. Oellermann, Esq., at Jones, Day, Reavis &
Pogue, in Columbus, Ohio, certain PhyAmerica Debtors also had
transactions with certain of the other Debtors:

   * Certain of the PhyAmerica Debtors separately borrowed funds
     from Debtor NPF X, Inc. pursuant to a secured term note
     dated December 1, 2000, under which $1,104,578 was due to
     NPF X as of the commencement of the PhyAmerica Debtors'
     Chapter 11 cases.

   * Scott Medical owes NPF X $14,772,280 as of its Chapter 11
     filing pursuant to a secured term note.  

   * Debtor NPF Capital, Inc. extended to certain of the
     PhyAmerica Debtors a secured line of credit under which
     $4,024,088 was due and owing as of the commencement of the
     PhyAmerica Debtors' Chapter 11 cases.

   * Debtor NPF-LL, Inc. leased to Scott Medical certain medical
     equipment and is owed $788,084 under the associated leases.

The PhyAmerica Debtors have commenced Chapter 11 cases in the
United States Bankruptcy Court for the District of Maryland.  
Subsequently, the PhyAmerica Debtors filed the original version
of the PhyAmerica Plan in July 2003.  The Maryland Bankruptcy
Court approved the disclosure statement for the PhyAmerica Plan
and certain related procedures for the sale of the assets of the
PhyAmerica Debtors pursuant to the PhyAmerica Plan.

Pursuant to Section 363 of the Bankruptcy Code and Rule 9019 of
the Federal Rules of Bankruptcy Procedure, the Debtors sought and
obtained the Court's permission to:

   (a) decide whether to vote to accept or reject the Second
       Amended Joint Plan of Reorganization for Baltimore
       Emergency Services II, LLC and Its Affiliated Debtors;
       and

   (b) take certain related actions, as the Debtors deem
       necessary or appropriate, in connection with the
       PhyAmerica Plan and the related bidding procedures.

Mr. Oellermann notes that if the Debtors choose to accept the
PhyAmerica Plan, they must decide whether to:

   (a) accept a settlement of their claims as part of a new value
       plan proposed by the PhyAmerica Debtors; or

   (b) reject the settlement, in which case an auction of certain
       or the PhyAmerica Debtors' assets will be conducted.
       (National Century Bankruptcy News, Issue No. 27; Bankruptcy
       Creditors' Service, Inc., 215/945-7000)


NAT'L STEEL: Inks Settlement Pact with Michigan Taxing Agencies
---------------------------------------------------------------
Before closing the sale of substantially all their assets to U.S.
Steel, the National Steel Corporation Debtors operated facilities
located in Trenton, Ecorse and River Rouge, all of which are
located within Wayne County, Michigan.  The City of River Rouge,
City of Ecorse, City of Trenton, and Raymond J. Wojtowicz, in his
official capacity as Wayne County Treasurer, filed various claims
against certain Debtors based primarily on real and personal taxes
relating to the Great Lakes Division for the tax years 2001 and
2002.

The Debtors filed petitions in the Michigan Tax Tribunal
protesting and appealing the assessed and taxable value of
National Steel Corporation's real and personal property used to
calculate the real and personal property taxes for the 2002 and
2003 tax years.  In addition, the Debtors contest the assessed
and taxable value of the Great Lakes Division for the 2001 tax
year.  The Taxing Authorities disputed the validity of the Tax
Appeals and the Debtors' objections to the taxes relating to the
2001 tax year.

Mark A. Berkoff, Esq., at Piper Rudnick LLP, in Chicago,
Illinois, relates that in an effort to conserve the resources of
the estate, as well as those of the Court, and to avoid the risk,
uncertainty and delay associated with litigation, the Debtors
agreed to resolve certain disputes over the Tax Claims, including
the Tax Appeals.

In a Court-approved Settlement Agreement, the parties agree that:

   (a) Payment

       The Debtors will pay the Taxing Authorities $13,580,824
       out of the escrow established pursuant to the U.S. Steel
       Sale Order.  The Taxing Authorities expressly consent and
       agree that the Wayne County Treasurer will distribute the
       Settlement Amount to all taxing jurisdictions and
       authorities who have an interest in the Settlement Amount
       under applicable law and will hold the Debtors harmless
       for the Wayne County Treasurer's failure to make any
       distributions as provided.

   (b) Disallowance of the Taxing Authorities' Claims

       Upon the payment of the Settlement Amount, all claims
       against the Debtors that the Taxing Authorities filed,
       including the Tax Claims, will be disallowed and expunged
       in their entirety and the Debtors may take all appropriate
       actions to have the claims disallowed and expunged;
       provided, however, that the Agreement is not intended, and
       will not be construed, to release any right, claims, or
       actions that:

         (i) Ecorse has against the Debtors for the provision of
             water or sewer services to the Great Lakes Division
             during the period from January 2002 through and
             including March 2002;

        (ii) the Taxing Authorities have against the Debtors
             relating to real and personal property taxes for tax
             year 2003; and

       (iii) River Rouge has relating to Claim Nos. 101 and 105
             filed in the Debtors Chapter 11 cases.

   (c) Withdrawal of Tax Appeals

       After the Taxing Authorities acknowledge in writing the
       receipt of the Settlement Amount, the Debtors will take
       appropriate steps to withdraw any portion of the Tax
       Appeals that might relate to tax year 2002, except that
       the Court will retain jurisdiction for purposes of
       enforcing or interpreting the terms of the Settlement
       Agreement.  The Debtors agree, subject to U.S. Steel's
       consent, to attempt to consolidate any remaining portion
       of the Tax Appeals with the proceedings pending in the
       Michigan Tax Tribunal and the Taxing Authorities expressly
       consent to the consolidation.

The parties also agreed to mutually release each other from all
claims, liabilities and actions relating to property taxes for
tax year 2001 and 2002 and those relating to the Great Lakes
Division's real and personal property and any claim raised in the
Tax Appeals.

The Settlement is appropriate because:

   (a) the probability of the Debtors' success in the Tax
       Appeals and potential claim objections is difficult to
       determine at this time, thus, the Settlement eliminates
       the inherent risks and uncertainties in litigation;

   (b) prolonged litigation would create a distraction to the
       Debtors' management team that could impair their ability
       to quickly and efficiently wind down their estates so
       that distributions can be made to their creditors; and

   (c) it reduces the allegedly secured claims of the Taxing
       Authorities by more than $9,200,000 and allow the Debtors
       to remove, and place back into the bankruptcy estates,
       over $12,500,000 from the escrow accounts previously
       funded by the Debtors in connection with the Sale Order.
       (National Steel Bankruptcy News, Issue No. 40; Bankruptcy
       Creditors' Service, Inc., 215/945-7000)


NEWBURGH DYE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Newburgh Dye & Printing, Inc.
        41 A Wisner Avenue
        Newburgh, New York 12550-5134
        aka Arma Textile Printers, Inc.

Bankruptcy Case No.: 03-17687

Type of Business: Process foreign textile and fabric products.

Chapter 11 Petition Date: December 4, 2003

Court: Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Debtor's Counsel: Eric C. Kurtzman, Esq.
                  Kurtzman Matera Gurock Scuderi &
                  Karben, LLP
                  2 Perlman Drive
                  Spring Valley, NY 10977
                  Tel: 845-352-8800
                  Fax: 845-352-8865

Total Assets: $1 Million to $10 Million

Total Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Central Hudson                                          $356,205
284 South Avenue
Poughkeepsie, NY 12601

BASF Corporation                                         $81,915

Bayer Chemical Corporation                               $74,813

CHT R. Beitlich Corp                                     $65,626

Mirabito Gas & Electric       Judgment                   $64,150

NRG Associates                                           $59,985

Vanacore Debenedictus et al                              $59,149

Rose & Kiernan, Inc.                                     $48,834

Surpass Chemical Co.                                     $47,036

A.J. Technical Indust.        Mechanic's Lien            $44,800

U.S. Dept. of Labor           Pursuant to Wage &         $44,775
                              Hour Agreement

Vivitone, Inc.                                           $41,586

Rite Industries                                          $41,315

Speigel & Squarci             Warehouse Rental           $37,500
Partnership                   Lease

Able Rigging & Transfer,                                 $32,678
Inc.

NYS Dept of Tax & Finance     2003 Unemployment Tax      $32,107

Marangi Disposal                                         $31,722

Dow Reichhold Specialty                                  $31,215

Miller Proctor Nickolas,      Mechanic's Lien            $30,053
Inc.

Thermosense Corp.                                        $29,000


NRG ENERGY: Completes Reorganization and Emerges from Chapter 11
----------------------------------------------------------------
NRG Energy, Inc., has successfully completed its Chapter 11
reorganization and has emerged from bankruptcy.

NRG filed its Chapter 11 petition less than seven months earlier,
on May 14. The U.S. Bankruptcy Court for the Southern District of
New York confirmed NRG's Plan of Reorganization on November 24 and
all conditions have been met clearing the way for NRG to emerge
from Chapter 11.

Through the reorganization process, the Company eliminated
corporate level debt and other claims totaling more than $6
billion. NRG emerges with $510 million of corporate debt and
approximately $4.4 billion in project level debt. Under the Plan,
the Company will issue 100 million shares of common stock in the
reorganized company. Creditors will receive a combination of cash,
common stock and $500 million of newly issued corporate notes,
which are reflected in the debt totals stated above. The Company
expects to announce timing of the distribution of the common
shares, notes and cash shortly.

"This is a significant day for NRG," said David Crane, newly
appointed NRG President and Chief Executive Officer. "We've
accomplished a complex restructuring in a remarkably short period
of time and are pleased to be the first in the industry to
complete a comprehensive financial restructuring and deleveraging
of the debt on our balance sheet."

Effective upon Friday's emergence, NRG's new Board of Directors
will be comprised of Crane, seven independent directors and three
members of investment firm MatlinPatterson Global Advisers LLC.
The Board members are:

-- David Crane, NRG President and Chief Executive Officer;

-- Howard Cosgrove, the non executive Chairman of the NRG Board,
   is the retired Chairman and Chief Executive Officer of Conectiv
   and its predecessor, Delmarva Power and Light. He is Chairman
   of the Board of Trustees at the University of Delaware and he
   also serves on the Board of Henlopen Mutual Fund;

-- Ramon Betolaza, is a Partner with MatlinPatterson a global
   private equity fund. Betolaza is also a Director of Opus Energy
   and Polymer Group, Inc.;

-- John Chlebowski is President and Chief Executive Officer of
   Lakeshore Operating Partners, LLC, a bulk liquid distribution
   firm. He also serves on the Laidlaw International Inc. Board of
   Directors and PRP-GP LLC.;

-- Lawrence Coben is Senior Principal of Sunrise Capital Partners,
   a private equity firm and is a Director of Prisma Energy;

-- Stephen Cropper spent 25 years with The Williams Companies,
   before retiring in 1998 as President and Chief Executive
   Officer of Williams Energy Services. Cropper serves on a number
   of Corporate Boards including Berry Petroleum Company and
   Heritage Propane Partners;

-- Mark Patterson is Chairman of MatlinPatterson. Patterson
   previously served as Vice Chairman of Credit Suisse First
   Boston Corporation. He serves as a Director for Oxford
   Automotive and Compass Aerospace as well as Eon Labs Inc.;

-- Frank Plimpton, a Partner at MatlinPatterson is also a Director
   of RailWorks Corporation and Oxford Automotive;

-- Herbert Tate, Counsel with Wolf & Samson P.C. law firm and
   previously served as President of the New Jersey Board of
   Public Utilities. He is also a Director of IDT Solutions and
   Winstar Telecommunications;

-- Walter Young, recently retired from his position as Chairman,
   Chief Executive Officer and President of Champion Enterprises,
   Inc., a producer and seller of manufactured homes;

-- Thomas Weidemeyer is Senior Vice President and Chief Operating
   Officer of United Parcel Service, Inc. Weidemeyer also serves
   as a Director for UPS.

NRG noted that its power marketing unit, NRG Power Marketing, Inc.
also emerged from Chapter 11 protection today. NRG expects its NRG
Northeast Generating LLC and South Central Generation Holding LLC
operating subsidiaries to emerge from Chapter 11 subsequent to the
completion of a debt refinancing. As of NRG's emergence, Xcel
Energy no longer owns any portion of the company.

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


NUEVO ENERGY: Appoints Michael S. Wilkes as Interim CFO
-------------------------------------------------------
Nuevo Energy Company (NYSE:NEV) announced that Janet F. Clark has
accepted a position with Marathon Oil Corporation as Senior Vice
President and Chief Financial Officer effective January 5, 2004.

Ms. Clark will remain with Nuevo through the end of the year at
which time Mr. Michael S. Wilkes will assume the position of
interim Chief Financial Officer as well as continue as Nuevo's
Vice President and Controller.

"Janet has been Nuevo's Chief Financial Officer for two years
during which time the Company's balance sheet and liquidity
position have been greatly improved," commented Jim Payne,
Chairman, President and CEO. "While we expect to use net cash
generated from operations and proceeds from remaining asset sales
to further reduce our long-term debt outstanding, at this point
our financial restructuring has been largely completed. We wish to
thank Janet for her contributions to Nuevo and we wish her well in
her new endeavor."

Nuevo Energy Company (S&P/BB-/Stable) is a Houston, Texas-based
company primarily engaged in the acquisition, exploitation,
development, exploration and production of crude oil and natural
gas. Nuevo's domestic producing properties are located onshore and
offshore California and in West Texas. Nuevo is the largest
independent producer of oil and gas in California. The Company's
international producing property is located offshore the Republic
of Congo in West Africa. To learn more about Nuevo, please refer
to the Company's internet site at http://www.nuevoenergy.com


OCTAGON INVESTMENT: Fitch Affirms BB Rating for Class D Notes
-------------------------------------------------------------
Fitch Ratings affirms five classes of Octagon Investment Partners
II, LLC. These rating actions are effective immediately.

    -- $500,000,000 senior secured revolving credit facility 'AA';

    -- $150,000,000 class A senior secured notes 'AA';

    -- $65,000,000 class B senior subordinated secured notes 'A';

    -- $65,000,000 class C subordinated secured notes 'BBB';

    -- $30,000,000 class D junior subordinated secured notes 'BB'.

Octagon Investment Partners II, LLC (Octagon II) is a market value
collateral debt obligation (CDO) that closed on May 20, 1999. The
fund is managed by JPMP Investment Manager, LLC (JPMP) an
affiliate of JP Morgan Partners. The loan and bond portion of the
portfolio is managed by Octagon Credit Investors, LLC. At
inception, the investment manager targeted a portfolio of 50% bank
loans, 25% high yield bonds, 12.5% mezzanine debt, and 12.5% of
private equity. JPMP has maintained a consistent management style.
At the Nov. 6, 2003 valuation date, the fund's approximate
collateral mix was 58% in performing bank loans, 18% in performing
high yield bonds, 24% in other investments including mezzanine and
private equity investments.

The funds overcollateralization ratios have improved from a year
ago. As of the Nov. 14, 2002 valuation date, the discounted value
of the collateral covered the revolving facility and the class A
notes at 124.2%. At the Nov. 6, 2003 valuation date, the
discounted value of the collateral covered the revolving credit
facility and the class A notes at 149.2%. Further, the class B,
class C and class D notes OC ratios improved from 113.5%, 107.5%
and 105.3%, respectively at the Nov. 14, 2002 valuation date, to
131.5%, 120.7% and 116.9% respectively at the Nov. 6, 2003
valuation date. The increase in the OC ratios can be attributed to
both improved market conditions and sound investment decisions by
the asset manager.

Fitch discussed the nature of the portfolio's mezzanine and the
equity investments with JPMP. The manager's strategy is to
maximize value for the fund by opportunistically divesting of
assets and realizing gains relative to original investment amount.
The manager has been able to accomplish this as evidenced by
recent transactions. Going forward, the manager does not foresee
additional investments in this asset category.

Based on the consistent management of the fund, Fitch has affirmed
the rated liabilities of Octagon Investment Partners II, LLC.


PACIFIC GAS: Urges CPUC to Adopt Proposed Settlement Agreement
--------------------------------------------------------------
PG&E Corporation (NYSE: PCG) and Pacific Gas and Electric Company
issued the following statement after Commissioners Geoff Brown and
Carl Wood released proposed decisions in the utility's Chapter 11
proceeding:

    "Neither of the proposed alternates released today achieve the
immediate and substantial rate relief contained in the settlement
reached between PG&E and the CPUC staff.

    "The proposed settlement agreement we reached with the CPUC
staff represents a chance for all the parties to put the energy
crisis behind us, and move to a more secure future for customers,
employees and investors.  We remain confident that the majority of
Commissioners recognize this unique opportunity and will take the
right action by approving the proposed settlement agreement
without changes.

    "PG&E urges the CPUC to vote for President Peevey's Alternate
Number One, which would end the Chapter 11 case, restore our
company to investment grade credit status, and bring an immediate,
significant rate reduction to our customers."

PG&E and other parties will file comments on Thursday's proposed
decision by December 11.  The CPUC is scheduled to take up the
proposed settlement agreement and the proposed decisions at its
December 18th meeting.


PG&E NAT'L: Court Extends USGen's Filing Exclusivity to March 4  
---------------------------------------------------------------
John Lucian, Esq., at Blank Rome LLP, in Baltimore, Maryland,
told the Court that Debtor USGen New England Inc. is not in a
position to propose a reorganization plan as of this time.  
USGen's Chapter 11 case is barely three months old.  USGen has
over 750 creditors and hundreds of millions of dollars in assets
and liabilities. USGen's Chapter 11 case is one of the largest
pending in the District of Maryland.

Accordingly, USGen sought and obtained the Court's permission to
extend its exclusive period to file a plan to and including March
4, 2004 and its exclusive period to solicit acceptances of that
plan to and including May 3, 2004. (PG&E National Bankruptcy News,
Issue No. 10; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


PHOTOGEN TECH: Signs-Up Moss Adams to Replace Former Auditor
------------------------------------------------------------
On November 14, 2003 BDO Seidman, LLP, informed Photogen
Technologies, Inc., that they were declining to stand for re-
election as Photogen Technologies, Inc.'s auditors. On
November 18, 2003, Photogen Technologies, Inc.'s Board of
Directors, upon recommendation of the Audit Committee, engaged
Moss Adams LLP as independent auditor, replacing BDO Seidman, LLP.

BDO Seidman, LLP's reports on Photogen Technologies, Inc.'s
financial statements for the past two years contained a
qualification related to the Company's ability to continue as a
going concern.

Photogen Technologies, Inc. develops and markets a platform of
innovative imaging products.  The company recently acquired the
medical imaging business of Alliance Pharmaceutical Corp., led by
Imagent(R) (perflexane lipid microspheres), an FDA approved
ultrasound imaging product.  Photogen's development programs use a
versatile iodinated nanoparticulate formulation that shows promise
as a subcutaneous, intravenous or intra-arterial agent for both
cardiovascular imaging and lymphography (the diagnosis of cancer
metastasizing to lymph nodes).  PH-50, which is entering Phase 1
clinical studies, has potential benefits when used with
conventional or computed tomography angiography to address the
need for early detection of coronary artery disease, cancer and
other diseases affecting the body's arteries and organs.  N1177,
which is entering Phase 2 clinical studies, has potential
applications for the diagnosis and staging of cancers such as
breast, prostate, lung, melanoma, uterine, cervical, and head and
neck cancer.


PINNACLE ENT.: Board Okays Proposed Credit Facility Refinancing
---------------------------------------------------------------
Pinnacle Entertainment, Inc.'s (NYSE: PNK) Board of Directors has
approved the basic terms of a proposed new $290 million senior
credit facility which would replace the Company's existing $240
million senior credit facility.  

The consummation of the new senior credit facility is subject to a
number of closing conditions, including the finalization of
definitive documentation and requisite gaming regulatory
approvals.  The Company expects to close the new senior credit
facility in December 2003.  Lehman Brothers Inc. and Bear, Stearns
& Co. Inc. are acting as Joint Lead Arrangers and Joint Book
Runners of the new senior credit facility.

"This new credit facility, upon its closing, will give us the
liquidity we need to finish our exciting Lake Charles project
without having to rely on the proceeds from asset sales or equity
issuances," noted Daniel R. Lee, Pinnacle Entertainment's Chairman
and Chief Executive Officer.  "While we expect to close on the
sale of the two Inglewood, CA land parcels in the first half of
2004, availability of funds under the proposed new senior credit
facility would not be conditioned on such land sales, as it is
under the Company's existing senior credit facility," continued
Mr. Lee.  The Lake Charles resort is scheduled to open in March
2005.  "The added flexibility with the proposed new senior credit
facility has been made available to us as a result of improved
performance brought about by our new management team, as well as
strong loan market conditions," said Mr. Lee.

The new senior credit facility would also permit the Company to
exercise its option to purchase up to 1,790,996 shares of its
common stock held by the Company's former chairman, R.D. Hubbard,
at a price of $10 per share.  Under the Company's stock agreement
with Mr. Hubbard, the exercise price increases to $15 per share
after July 1, 2004.  The Company intends, subject to the closing
of the new senior credit facility, to exercise its option to
purchase all of these shares, which represent approximately 6.9%
of the Company's outstanding common stock.  This announcement is
not an option exercise notice under the Company's stock agreement
with Mr. Hubbard.  Any such option exercise will be executed in
accordance with the terms of that stock agreement.  Assuming that
the new credit facility closes as scheduled, the Company intends
to consummate the purchase of Mr. Hubbard's shares before year
end.

Pinnacle Entertainment (S&P, B Corporate Credit Rating, Stable)
owns and operates seven casinos (four with hotels) in Nevada,
Mississippi, Louisiana, Indiana and Argentina, and receives lease
income from two card club casinos, both in the Los Angeles
metropolitan area. The Company is also developing a major casino
resort in Lake Charles, Louisiana.


PLAINS RESOURCES: Special Panel Taps Petrie Parkman as Advisor
--------------------------------------------------------------
Plains Resources Inc. (NYSE: PLX) announced that the Special
Committee of its board of directors has retained Petrie Parkman &
Co. as its financial advisor and Baker Botts L.L.P. and Morris,
Nichols, Arsht & Tunnell as its legal counsel.

As previously disclosed, the Special Committee of directors has
been authorized to review, evaluate, negotiate and make
recommendations to the full board of directors of PLX with respect
to the proposal the board received on November 19, 2003 from
Vulcan Capital.  In that proposal, Vulcan Capital, along with
PLX's Chairman James Flores and its CEO and President John
Raymond, proposed to acquire all of PLX's outstanding stock for
$14.25 per share in cash.  

The Special Committee has also been authorized to review and
evaluate alternative proposals that may be developed or received
from other parties relating to a transaction with the Company.

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

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


POLYPHALT INC: Sells Licensing Division to Wonder Polytech Ltd.
---------------------------------------------------------------  
Polyphalt Inc., and its subsidiary Polyphalt America Inc., have
completed an asset purchase agreement to sell its licensing
division and all of the assets used in connection with the
operation of the licensing division to Wonder Polytech Limited.
All of the conditions required to convey the Company's assets to
the Buyer pursuant to the asset purchase agreement dated November
25, 2003 between the Company, Polyphalt America and the Buyer and
the court order issued by the Ontario Superior Court of Justice on
December 2, 2003 approving the sale of assets are anticipated to
be satisfied or waived on or about December 15, 2003.

TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or the accuracy of this release.

                        *   *   *

As reported in the Oct. 30, 2003, edition of the troubled Company
reporter, Polyphalt Inc., has obtained a 45-day extension of the
time period to file its proposal to its creditors pursuant to the
Bankruptcy and Insolvency Act. This also extends the Company's
protection from its creditors in order to permit the Company to
continue its restructuring process. The extension will provide the
Company with protection from its creditors until December 10, 2003
(subject to further extension with court approval) while it
considers its restructuring alternatives.


PPT VISION: Look for Fiscal Fourth-Quarter 2003 Results Tomorrow
----------------------------------------------------------------
PPT VISION, Inc. (Nasdaq: PPTV), will release its results for the
fourth quarter and fiscal year ended October 31, 2003 on Tuesday,
December 9, 2003.  The results will be released via PR Newswire at
approximately 8:00 a.m. (CST).  The company will host a conference
call at 10:00 a.m. (CST).  The dial-in number to participate in
the call is: 877-407-9205.  Investors can hear the conference call
via a live webcast at http://www.vcall.com

The full conference call will also be available for replay shortly
after the completion of the live call at http://www.vcall.comor  
by calling 877-660-6853; (passcodes 1628 and 84515).

PPT VISION, Inc. develops and markets 2D and 3D machine vision-
based automated inspection systems for manufacturing applications.  
Machine vision-based systems enable manufacturers to realize
significant economic paybacks by increasing the quality of
manufactured parts and improving the productivity of manufacturing
processes. The Company's 2D and 3D machine vision product lines
are sold on a global basis to original equipment manufacturers,
system integrators, machine builders, and end-users, primarily in
the electronic and semiconductor component, automotive, medical
device, and packaged goods industries.  The Company's SpeedScan
3D(TM) sensor product incorporates PPT VISION's patented high-
speed Scanning Moire Interferometry(TM) technology. The Company's
Common Stock trades on the Nasdaq Small Cap Market tier of The
Nasdaq Stock Market under the symbol PPTV. For more information,
please see the PPT VISION, Inc. Web site at
http://www.pptvision.com

                           *     *     *

                  LIQUIDITY AND CAPITAL RESOURCES

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

"The Company incurred a net loss of $950,000 for the quarter ended
July 31, 2003 and has an accumulated deficit of $29.4 million as
of July 31, 2003. In addition, the Company expects to incur losses
for the next quarter of the current fiscal year, and the audited
financial statements contained in its Form 10-KSB for the year
ended October 31, 2002 contained a going concern opinion from its
independent auditor.  The Company has been using its existing cash
and cash equivalents to fund the cash needs of its operating
activities.  We are carefully monitoring our cash position and
evaluating the need for additional capital to enable us to achieve
our short and long-term objectives.

"During the second and third quarter, the Company implemented
several important cost cutting actions designed to significantly
reduce our operating costs and to reduce the future capital
requirements of the business.  As a result of the actions taken,
the Company reduced annual operating expenses by approximately
$1.8 million which served to reduce our quarterly revenue
requirement to achieve "break-even" on a cash basis to
approximately $2.7 million.  In addition, we are actively working
to sub-lease a substantial portion of our office building to
further reduce our quarterly cash requirements.  However, the real
estate market is very weak and there can be no assurance that we
will be able to actually sub-lease any portion of our building on
acceptable terms.

"The Company entered into an OEM agreement with ISMECA Europe,
S.A. in the second quarter that calls for PPT to provide both 3D
and 2D machine vision inspection solutions for incorporation into
Ismeca's new LTMTM series tray-to-tray and tray-to-tape scanning
machines.  This agreement provides for minimum order quantities of
these vision systems over the course of calendar years 2003 and
2004. As part of this agreement, Ismeca provided a cash advance of
$575,000 that will be used to offset a portion of the sales price
of the units sold to Ismeca. These amounts are included in
deferred revenue on the Balance Sheet until the units are shipped
to the customer.

"In order to address our shorter term needs for additional
capital, the Company recently lowered the exercise price of the
2.242 million outstanding warrants that were issued in connection
with the Company's 2002 Shareholder Rights Offering to $0.70 per
share.  The Company believes that it is in the best interest of
the Company to lower the exercise price to a level close to
current market price in order to encourage exercise of the
warrants. Should all of these warrants be exercised, the Company
will secure approximately $1.5 million of additional capital.  In
anticipation of our current cash position, in January 2003, the
Company obtained a letter of commitment from a shareholder to
provide up to $750,000 in either debt or equity financing through
April 2004 depending on the needs of the Company.

"The Company believes that other sources of financing may also be
available to supplement cash provided by operations to fund future
operating losses including, sales of its common or preferred
stock, external borrowing, customer or vendor financing, customer
sponsored research and development projects or investments by
strategic partners.

"The avenues that we take to satisfy our potential capital
requirements will depend in large part on the pace of the growth
of our revenues, and we will evaluate these alternatives as we
obtain better visibility of our revenue expectations.

"The Company believes that it will be able to raise sufficient
funds through these sources so that the Company will be able to
meet its working capital and capital resource obligations through
the next twelve months.

"There can be no assurance that the Company will not incur
additional losses for a longer period of time, will generate
positive cash flow from it operations, or that the Company will
attain or thereafter sustain profitability in any future period.  
To the extent that the Company continues to incur losses or
achieves revenue growth in the future, its operating and investing
activities may use cash and, consequentially, such losses or
growth will require the Company to obtain additional sources of
financing to provide for these cash needs.  There can be no
assurance, however, that additional capital will be available on
acceptable terms or at all, and the failure to obtain additional
capital as needed may have an adverse effect on the Company's
ability to continue to operate at current levels, and may not
allow the Company to take advantage of future opportunities or
respond to competitive pressures or unanticipated requirements,
which could seriously harm its business, financial position,
results of operations and cash flows.

"As of July 31, 2003, the Company had no outstanding debt.

"The Company leases facilities and equipment under non-cancelable
operating lease agreements.  The Company entered into a ten-year
lease for its primary office and manufacturing space in June of
1999.  Annual rental and common area maintenance payment
obligations are approximately $1.0 million.

"Working capital decreased to $2,612,000 at July 31, 2003 from
$5,629,000 at October 31, 2002.  The Company financed its
operations during the first nine months of fiscal 2003 through
existing cash and cash equivalents.  Net cash used in operating
activities during the first nine months of fiscal 2003 was
$2,048,000.  Accounts receivable increased $510,000 and
inventories decreased $716,000 during the first nine months of
fiscal 2003.  Accounts payable and accrued expenses decreased by
$14,000.

"Net cash used in investing activities was $169,000.  During the
first nine months ending July 31, 2003, fixed asset additions
totaled $145,000 in comparison with $124,000 in fixed asset
additions incurred for the same period in fiscal 2002.  Fixed
asset additions in the last quarter of fiscal 2003 are expected to
be lower than incurred in the first nine months of the fiscal
year.

"The Company does not have relationships with unconsolidated
entities or financial partnerships, such as entities often
referred to as structured finance or special purpose entities,
which would have been established for the purpose of facilitating
off-balance sheet financial arrangements.  As such, the Company is
not materially exposed to any financing, liquidity, market or
credit risk that could arise if we had engaged in such
arrangements.

"The Company believes it does not have material exposure to
quantitative and qualitative market risks. The carrying amounts
reflected in the balance sheets of cash and cash equivalents,
trade receivables and trade payables approximate fair value at
July 31, 2003 due to the short maturities of these instruments."


PRIMUS: Unit Introduces High Speed Dial-up Internet in Australia
----------------------------------------------------------------
Primus Telecom, a wholly owned subsidiary of McLean,
Virginia-based PRIMUS Telecommunications Group, Incorporated
(NASDAQ: PRTL), announced the introduction of a new high speed
dial-up Internet service.

Following beta trials and now the full launch, over 400,000
customers of Primus Telecom's Internet Service Provider, iPrimus,
have become the first to be able to receive the accelerated dial-
up service.

Known as iSpeed, the service will deliver significantly higher
connection speeds, providing a more dynamic Internet experience
for dial-up users. Testing by Primus Telecom shows that web access
is consistently 2-3 times faster than normal.

Primus Telecom General Manager Product Development, Product
Management and Strategy, Campbell Sallabank, said iSpeed is an
ideal alternative for those customers who may not want to pay for
a broadband connection, or cannot receive broadband in their area.

"This will allow people who are unable to make the step to
broadband to still receive a premium service with faster downloads
of web pages, graphics, photos and some MP3 files.

"The service is more affordable than broadband and has many
similar features," he said.

iSpeed is available for A$8.95 a month in addition to the standard
monthly dial-up fee and will be available on all iPrimus dial-up
plans.

iSpeed will also be available as a bundled offering with Primus
Telecom's latest anti- email virus and email spam service,
iProtect, for a total of A$10.95 a month.

"It is a very simple five minute installation and does not require
any new hardware or modifications," Mr Sallabank said.

An added feature of iSpeed is its ability to block 'pop-up ads'
and 'in-page' advertisements, thereby taking more of the
frustration out of the Internet experience.

The dial-up acceleration is made possible through special caching,
compression and persistent connection techniques which work to
speed up delivery of content to a user's computer.

The service is available through the Primus Telecom Web site
http://www.primustel.com.au  

Primus Telecom is Australia's fourth largest fixed-line
telecommunications carrier with approximately 750,000 retail
customers including over 400,000 Internet customers. The Company
offers a comprehensive range of voice, data, Internet and web
hosting products, servicing both residential and business sectors.
The Primus network offers nationwide coverage through its own
backbone network with facilities in 73 cities across Australia.
The network enables the Company to provide nationwide long
distance competition and local call Internet access to 97% of the
population. Primus operates its own fibre network in the five
major capital cities, delivering a range of business direct-
connect services including ISDN, ATM and Broadband DSL. Global
connectivity is provided through an extensive voice, IP and ATM
network operated by the parent company, Virginia-based Primus
Telecommunications Group, Incorporated (NASDAQ:PRTL). Primus
Australia news and information are available at the Company's Web
site at http://www.primustel.com.au  

PRIMUS Telecommunications Group, Incorporated (NASDAQ:PRTL) is a
global facilities-based telecommunications services provider
offering international and domestic voice, Internet, data and
hosting services to business and residential retail customers and
other carriers located primarily in the United States, Canada,
Australia, the United Kingdom and western Europe. PRIMUS provides
services over its global network of owned and leased transmission
facilities, including approximately 250 points-of-presence
throughout the world, ownership interests in over 23 undersea
fiber optic cable systems, 19 carrier-grade international gateway
and domestic switches, and a variety of operating relationships
that allow it to deliver traffic worldwide. PRIMUS also has
deployed a global state-of-the-art broadband fiber optic ATM+IP
network and data centers to offer customers Internet, data,
hosting and e-commerce services. Founded in 1994, PRIMUS is based
in McLean, Virginia.

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


ROYAL OAK VENTURES: Red Ink Continued to Flow in Third Quarter
--------------------------------------------------------------
For the year ended December 31, 2002, Royal Oak Ventures Inc.
reported a net loss of $753,000, or 0.46 cents per common and non-
voting share compared to a loss of $215,000, or 0.13 cents per
common and non-voting share for the year ended December 31, 2001.

For the three months ended March 31, 2003, the Company reported a
net loss of $453,000, or 0.28 cents per common and non-voting
share, compared to a loss of $14,000, or 0.01 cents per common and
non-voting share for the same period in 2002. During the quarter
the Company sold its 5% interest in the Kemess Mine to Northgate
Exploration Limited in exchange for 7,186,000 common shares of
Northgate.

For the three months ended June 30, 2003, the Company reported a
net loss of $170,000, or 0.11 cents per common and non-voting
share, compared to net income of $135,000, or 0.08 cents per
common and non-voting share for the three months ended June 30,
2002. For the six months ended June 30, 2003, the Company recorded
a net loss of $623,000, or 0.38 cents per common and non-voting
share, compared to net income of $66,000, or 0.04 cents per common
and non-voting share for the same period last year.

For the third quarter ended September 30, 2003, the Company
reported a net loss of $192,000, or 0.12 cents per common and non-
voting share, compared to a net loss of $305,000, or 0.19 cents
per common and non-voting share for the same period in 2002. For
the nine months ended September 30, 2003, the Company reported a
net loss of $815,000, or 0.50 cents per common and non-voting
share, compared to a loss of $239,000, or 0.15 cents per common
and non-voting share for the same period in 2002.

The exchange of 100 common shares of Royal Oak Mines into one
common share of Royal Oak Ventures has not yet taken place as the
Company has not yet received its listing from the TSX Venture
Exchange. Shareholders will be informed as to when the exchange
will take place and of the proper procedures.

Royal Oak Ventures Inc. is a British Columbia based company that
through a Proposal filed under the Bankruptcy and Insolvency Act
(Canada) has undergone reorganization from a mining company to an
investment company. The Company is undergoing a recapitalization
and intends to invest in undervalued situations, primarily in the
natural resource, real estate and financial services sectors.


SAFETY-KLEEN: Atofina & Kramer Group Wants Sale Order Enforced
--------------------------------------------------------------
Atofina Chemicals, Inc., formerly known as Elf Atochem North
America, Inc., asserts a general, unsecured claim against the
Safety-Kleen Corp. Debtors for $2,171,493.  Atofina is also a
participant and partial beneficiary of the claim asserted against
the Debtors by the Helen Kramer Landfill Superfund Site Group
based on $1,125,000 still owing by Rollins Environmental Services
(NJ) Inc. to the Kramer Group, with respect to the Kramer
Landfill.

Tobey M. Daluz, Esq., at Ballard Spahr Andrews & Ingersoll LLP, in
Wilmington, Delaware, explains that, in the 1990s, Rollins, a
predecessor-in-interest to Safety-Kleen, was identified as a
potentially responsible party at the Kramer Site located in
Mantua, New Jersey.  In 1998, Safety-Kleen and several other PRPs
settled their liability at the Site by entering into settlements
or Consent Decrees with the United States Environmental Protection
Agency and other PRPs, including a settlement agreement with
Atochem, a settlement agreement between Rollins and the Kramer
Group, and three Consent Decrees with the EPA and the State of New
Jersey, all joined by members of the Kramer Group.

                The Rollins Settlement Agreements

                     A.  Atofina Settlement

According to Mr. Daluz, the Debtors' obligation to Atofina was
created in an agreement dated April 30, 1996 between Rollins and
Atochem.  The Settlement Agreement requires Rollins to pay 50% of
any sums that Atochem pays with respect to the Site to the extent
that the sums relate to the removal of waste generated by Atochem
or its corporate predecessors and deposited at the Site by
Rollins.  The Settlement Agreement resolves all claims for
indemnification that Atochem could have asserted against Rollins
with respect to both the Site and a second Superfund site arising
out of Rollins' provision to Atochem or its predecessors of waste
disposal services.

                     B.  Kramer Settlement

The Debtors' obligation to the Kramer Group was created in an
agreement dated April 21, 1998.  The agreement requires Rollins to
pay to the Kramer Group $1,125,000 on or before April 21, 2003.

The Kramer Group's liability with respect to the Site was settled
through negotiations with the EPA and the New Jersey Department of
Environmental Protection.  Three separate Consent Decrees with the
EPA and the State of New Jersey were entered by the United States
District Court resolving this litigation.  The Kramer Group
defendants are obligated under those Consent Decrees to pay money
and to undertake remedial action at the Site.  The Kramer Group
also entered into settlement agreements with each of over 200
defendants and third-party defendants in pending litigation,
including Rollins.  The sole obligation of all other signatories
to the Consent Decrees, including Rollins, is to honor the
settlement agreements reached with the Kramer Group members.  In
Rollin's case, this includes its obligations to Atochem under the
settlement agreement and its obligations to the Kramer Group under
the Rollins/Kramer Group Agreement.

                   The Interlocking Decrees

Consequently, Rollins became a signatory to three Consent Decrees
approved by the United States District Court, thereby resolving
Rollins' liability to the EPA and the NJDEP because, and only
because, it entered into the Settlement Agreement with Atochem, as
a Kramer Group member, and the separate Rollins/Kramer Group
Agreement with respect to Rollins' own liability.  Rollins would
not have received the benefits provided in the Consent Decrees nor
could it have been a participant in the Consent Decrees without
fulfilling its obligations to Atochem under the Settlement
Agreement and to the Kramer Group under the Rollins/Kramer Group
Agreement.  Thus, Safety-Kleen's obligations to the EPA and the
NJDEP are fulfilled only as it fulfills its obligations under the
Settlement Agreement with Atochem and under the Rollins/Kramer
Group Agreement.

                    The First Cash Call

Atofina entered into a Site Participation Agreement with the
Kramer Group defendants resolving the liability of those parties
inter se.  The SPA requires Atofina to pay a specific share of all
amounts the Kramer Group defendants are required to pay to meet
their obligations under the Consent Decrees.  On January 10, 2000,
and based on the Settlement Agreement, Atofina informed Safety-
Kleen of the first "cash call" made on Atofina by the Kramer Group
defendants for Atofina's share of the Kramer Group defendants'
obligations under the Consent Decrees.  Safety-Kleen's share of
Atofina's cash call totaled $973,345.  Before the Petition Date,
Safety-Kleen paid all but $348,173 of this amount to Atofina.

                   Postpetition Payments

Soon after the Petition Date, Safety-Kleen sought to pay certain
prepetition superfund obligations.  The purpose of the request was
to allow Safety-Kleen to pay essential prepetition obligations
with regard to the Consent Decrees that were essential to maintain
the integrity of Safety-Kleen's business, including its Chemical
Services Division.  Safety-Kleen's obligations with regard to the
Kramer Superfund Site were specifically listed and included within
the scope of the request.  Subsequently, the Superfund Motion was
approved by a Court order, which allowed Safety-Kleen to pay the
Superfund Obligations, including the obligations related to the
Site under the Settlement Agreement, up to $1,000,000.

On January 26, 2001, Safety-Kleen sought the Court's authority to
continue paying additional Superfund Obligations consistent with
its prior request.  The request was granted on March 15, 2001.  In
addition, Safety-Kleen's counsel provided Atofina's counsel with a
confirmation letter resolving certain objections filed by Atofina
to the Supplemental Request, and confirming that Safety-Kleen's
obligations under the Settlement Agreement related to the Site
were included within the obligations which Safety-Kleen was
authorized to pay in the aggregate amount of $1,000,000.  No
amounts were then due the Kramer Group pursuant to the
Rollins/Kramer Group Agreement.

In this regard, Atofina received postpetition payments from
Safety-Kleen, as authorized by the Court Orders, in accordance
with Safety-Kleen's obligations under the Consent Decrees related
to the Site.

               Clean Harbors Assumed the Obligations

In May 2002, Safety-Kleen sold substantially all of the assets of
Chemical Services Division to Clean Harbors, Inc., or its
designee.  As part of the Acquisition Agreement, Clean Harbors
expressly assumed Safety-Kleen's liability with respect to the
business and the acquired assets for liability to a governmental
entity acting under CERCLA or similar state statutes with respect
to specified sites, including the Kramer Landfill.  Information
regarding Safety-Kleen's obligations related to the Site under the
Settlement Agreement, the Rollins/Kramer Group Agreement, and the
Consent Decrees was provided by Virgil W. Duffie, III, Esq.,
Senior Corporate Counsel for Safety-Kleen, to Clean Harbors and
their advisors during Clean Harbors' due diligence.

Atofina and the Kramer Group did not object to the Sale based on
conversations between Glenn Harris, their counsel, and Virgil
"Chip" Duffie, Safety-Kleen's in-house counsel.  During these
conversations, Mr. Duffie and Mr. Harris agreed that Safety-
Kleen's obligations to both Atofina and the Kramer Group related
to the Site were among the "Assumed Liabilities" to be transferred
to Clean Harbors.  Mr. Harris also confirmed with Mr. Duffle after
receipt of the Sale Order that Safety-Kleen's obligations to
Atofina and the Kramer Group related to the Site had been assigned
to and assumed by Clean Harbors.  Mr. Duffie indicated that after
the entry of the Sale Order, he had several conversations with
Clean Harbors' outside counsel concerning Safety-Kleen's
obligations related to the Site.  Mr. Duffie confirmed that
Clean Harbor's counsel also approached Atofina's counsel to
discuss the scheduled timing of payments related to the Site under
the Rollins/Kramer Group Agreement.  Mr. Duffie also confirmed
that he transferred a file to Clean Harbors' Legal Department
which included the Consent Decrees, the Settlement Agreement, the
Rollins/Kramer Group Agreement, and underlying documentation
related to Safety-Kleen's obligations related to the Site.

                    Clean Harbors Won't Pay

Clean Harbors informed Safety-Kleen and Atofina that it does not
intend to make any payment on account of the Rollins/Kramer Group
Agreement or the Settlement Agreement.  Clean Harbors takes the
position that the obligations are not liabilities owed to a
governmental entity as required by the Sale Order, despite the
fact that the payments are required under the Consent Orders with
the EPA and the State of New Jersey and are specifically part of
the liabilities it assumed as part of the sale of the Chemical
Services Division.

Incredibly, Mr. Daluz says, Clean Harbors takes this position
after its counsel, Jonathan Black, specifically discussed with Mr.
Harris Clean Harbors' payment of the Chemical Services Division's
obligations to the Kramer Group and actually made several
proposals to Mr. Harris regarding the fulfillment of such
obligations through the provision of in-kind services rather than
cash payments.  It is apparent that Clean Harbors seeks to avoid
its obligation to pay its lawfully assumed obligations under the
Sale Order by hiding behind a hyper-technical interpretation of
the terms of the Sale Order.  Clean Harbors alleged that it only
assumed obligations directly payable to a governmental entity.  If
Clean Harbors is correct in its interpretation of the Sale Order,
the inclusion of the Site in an exhibit to the Sale Order would
be meaningless, Mr. Daluz points out, since Safety-Kleen's
environmental obligations related to the Site are only those due
and payable to Atofina and the Kramer Group.

Thus, Atofina and the Kramer Group ask Judge Walsh to "enforce and
interpret" the Sale Order, and compel Clean Harbors to pay Safety-
Kleen Corporation's obligations to them.

Clean Harbors is acting in open contempt of the Sale Order.  If
Clean Harbor has not assumed the Superfund Obligations related to
the Site, then those liabilities remain Safety-Kleen's liabilities
and must be paid.  Accordingly, this matter has a direct and
immediate impact on the administration of the Debtors' estate.  
Mr. Daluz asserts that Clean Harbors was fully aware of these
obligations as part of its due diligence and specifically agreed
to assume and pay these obligations pursuant to the terms of the
Acquisition Agreement and the Sale Order.  Mr. Daluz adds that
Safety-Kleen agrees that Clean Harbors is the responsible party.
(Safety-Kleen Bankruptcy News, Issue No. 69; Bankruptcy Creditors'
Service, Inc., 215/945-7000)    


SAKS: Completes 8.25% Note Exchange Offer & Consent Solicitation
----------------------------------------------------------------
Retailer Saks Incorporated (NYSE:SKS) successfully completed its
exchange offer and consent solicitation relating to $451,550,000
of its outstanding debt securities.

Saks accepted all bonds validly tendered in the exchange offer for
the Company's 8-1/4% Notes due 2008. Approximately $261,226,000
aggregate principal amount of the 2008 notes were tendered. This
amount represents approximately 58% of the outstanding 2008 notes.
Upon closing of the exchange offer, scheduled for December 8,
2003, approximately $208,105,000 of new 7% Notes due 2013 will be
issued.

Saks also received consents from the holders of a majority in
aggregate principal amount of its 8-1/4% Notes due 2008 to an
amendment to the indenture under which the 2008 notes were issued,
as described in the offering memorandum and consent solicitation
statement dated November 4, 2003. Accordingly, Saks and the
trustee for the 8-1/4% Notes will execute a supplemental indenture
containing the amendment to the indenture under which the 2008
notes were issued.

Saks Incorporated (Fitch, BB+ Secured Bank Facility and BB- Senior
Note Ratings, Negative) operates Saks Fifth Avenue Enterprises
(SFAE), which consists of 62 Saks Fifth Avenue stores and 54 Saks
Off 5th stores. The Company also operates its Saks Department
Store Group (SDSG) with 243 department stores under the names of
Parisian, Proffitt's, McRae's, Younkers, Herberger's, Carson Pirie
Scott, Bergner's, and Boston Store and 19 Club Libby Lu specialty
stores.


SANMINA-SCI CORP: Appoints Peter Simone to Board of Directors
-------------------------------------------------------------
Sanmina-SCI Corporation (Nasdaq: SANM), a leading global
electronics contract manufacturer, appointed Peter J. Simone to
the Board of Directors.  Peter currently serves as a director of
Cymer, Inc., Zoran Corporation, Newport Corporation and several
private companies.  He is also an independent consultant to
several private companies and the investment community.

Commenting on the appointment, Jure Sola, Sanmina-SCI's Chairman
and Chief Executive Officer, said, "Peter makes a great addition
to our board.  He has a wealth of experience holding executive
level positions, and has served on a variety of boards for both
public and private companies for over 15-years.  We are pleased to
have Peter join our team."

Sanmina-SCI Corporation (Fitch, BB+ First-Lien Senior Secured Bank
Facility, BB Second-Lien Senior Secured Bank Facility and B+
Senior Subordinated Note Ratings, Stable Outlook) and  is a
leading electronics contract manufacturer serving the fastest-
growing segments of the $125 billion global electronics
manufacturing services market. Recognized as a technology leader,
Sanmina-SCI provides end-to-end manufacturing solutions,
delivering unsurpassed quality and support to large OEMs primarily
in the communications, defense and aerospace, industrial and
medical instrumentation, computer technology and multimedia
sectors. Sanmina-SCI has facilities strategically located in key
regions throughout the world. Information about Sanmina-SCI is
available at http://www.sanmina-sci.com


SCM COMMS: S&P Puts B+ Class A Note Rating on Watch Developing
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its rating assigned to
the class A notes issued by SCM Communications CBO I Ltd., an
arbitrage CBO originated in 1999, on CreditWatch with developing
implications.     

The CreditWatch placement is in response to the ongoing
liquidation of the portfolio collateral and the uncertainty
surrounding the ultimate liquidation value of the portfolio
relative to the remaining balance of the class A notes.

On Aug. 26, 2003, SCM Communications CBO I Ltd. experienced an
event of default under section 5.1(d) of its indenture as a result
of the transaction's failure to maintain an aggregate principal
amount of collateral debt securities and eligible investments at
least equal to 100% of the outstanding balance of the class A and
class B notes, giving the class A noteholders the ability to
declare the notes immediately due and payable, which they did on
Oct. 6, 2003. Subsequently, on Oct. 31, 2003, the class A
noteholders provided an order to liquidate the transaction in
accordance with section 5.4 of the indenture. Since then, the
transaction has paid more than $27 million to terminate its hedge
agreement and, according to the trustee, has sold approximately
70% of the collateral pool at a weighted average price in excess
of 97% of par.
   
    RATING PLACED ON CREDITWATCH WITH DEVELOPING IMPLICATIONS
   
                SCM Communications CBO I Ltd.
   
                       Rating
       Class   To             From
       A       B+/Watch Dev   B+
   
       TRANSACTION INFORMATION
       Issuer:             SCM Communications CBO I Ltd.
       Co-issuer:          SCM Communications CBO I Corp.
       Collateral manager: Shenkman Capital Management Inc.
                           July 1999 to present
       Underwriter:        Citigroup Global Markets Inc.
       Trustee:            JPMorganChase
       Transaction type:   High-yield arbitrage CBO
   
   
TRANCHE INFORMATION      INITIAL    LAST         CURRENT
INFORMATION              REPORT     ACTION       ACTION
Date (MM/YYYY)           09/1999    07/2003      11/2003
Class A notes rtg.       AA         B+           B+
Class A note bal.        $279.00mm  $239.16mm    $220.48mm
Class A OC ratio         140.00%    106.70%      100.80%
Class A OC ratio min.    120.00%    120.00%      120.00%
    
PORTFOLIO BENCHMARKS (as of 11/02/2003)     CURRENT
S&P Wtd. Avg. Rtg. (excl. defaulted)        B+
S&P Default Measure (excl. defaulted)       3.81%
S&P Variability Measure (excl. defaulted)   2.45%
S&P Correlation Measure (excl. defaulted)   1.16
Wtd. Avg. Coupon (excl. defaulted)          9.03%
Wtd. Avg. Spread (excl. defaulted)          N.A.
Oblig. Rtd. 'BBB-' and above                3.24%
Oblig. Rtd. 'BB-' and above                 41.95%
Oblig. Rtd. 'B-' and above                  89.89%
Oblig. Rtd. in 'CCC' range                  10.11%
Oblig. Rtd. 'CC', 'SD' or 'D'               6.60%
Obligors on Watch Neg (excl. defaulted)     1.39%
    
S&P RATED     LAST                CURRENT
OC (ROC)      RATING ACTION       RATING ACTION
Class A       102.96% (B+)        103.38% (B+/Watch Dev)
   

SINOFRESH: Future Growth Rests on Ability to Market Products
------------------------------------------------------------
SinoFresh Healthcare Inc., was incorporated in the State of
Delaware on October 15, 2002. In November 2002 the Company entered
into an asset purchase agreement whereby it  received certain
assets and liabilities of SinoFresh Laboratories, Inc., effective
at the close of business on November 15, 2002 in exchange for
808,170 shares of its Series A preferred stock.

The Company is engaged in the research, development, production
and marketing of proprietary products in North and South America
for the prevention and treatment of  sinusitis and related
disorders.  SinoFresh(R) Nasal and Sinus Care and SinoFresh(R)  
Oral Care are products which were being distributed by the Company
in a limited  geographical area in Florida until March 2003 at
which time the Company entered into an agreement with National In-
Store to obtain national distribution of its nasal products  
through various national drugstores and grocery store chains.  As
of September 30, 2003 the Company has distribution agreements,
which enable it to place its product in 17,500  retail locations
across the country.

The Company's business is subject to various risks and
uncertainties and the Company's  ability to continue as a going
concern is dependant on its ability to market and distribute its
products and utilize the technology underlying its patents.  All
of these  activities are capital intensive and, since the Company
just commenced its national marketing campaign, it has assessed
these risks as of December 31, 2002 and June 20, 2003.  While the
Company has a working capital deficit at June 30, 2003 of
$605,281, incurred a net loss of $1,245,118 and has consumed
$1,038,044 of cash in operations for the six months then ended,
Management believes that these risks are mitigated by the growth
in revenues and the recent capital funding.  The rate of the
Company's future growth and success will be dependant on its
ability to generate the necessary resources through product sales
or otherwise.


SOLECTRON CORP: Will Publish 1st Quarter 2004 Results on Dec. 18
----------------------------------------------------------------
Solectron Corporation (NYSE: SLR), a leading provider of
electronics manufacturing and supply chain management services,
will announce its first quarter fiscal 2004 earnings shortly after
1:01 p.m. PT/4:01 p.m. ET on Dec. 18, after the market closes.
You are invited to listen to the company's regularly scheduled
conference call at 1:30 p.m. PT/4:30 p.m. ET, live on the
Internet.

The news release and market-specific information about the
company's earnings will be posted by 1:15 p.m. PT/4:15 p.m. ET on
the company's Web site at http://www.solectron.com/ir/index.html  


    What: Solectron Corporation Q1 Fiscal 2004 Earnings Webcast

    When: Thursday, Dec. 18 - 1:30 p.m. PT/4:30 p.m. ET

    Web address: http://www.solectron.com/ir/index.html

    How: If you choose to listen live over the Internet, log on
         via the Web address above to access the Webcast. You may
         register for the call on this Web site anytime prior to
         Thursday, Dec. 18 - 1:30 p.m. PT/4:30 p.m. ET.

Playback: If you are unable to participate during the live
Webcast, the call will be archived at
http://www.solectron.com/ir/index.html  

A taped replay will also be available Dec. 18, two hours after the
conclusion of the call, through Jan. 1. To access the replay, call
(800) 642-1687 from within the United States, or (706) 645-9291
from outside the United States, and specify passcode 4215274.

Solectron (S&P, B+ Corporate Credit Rating, Stable Outlook) --
http://www.solectron.com-- provides a full range of global  
manufacturing and supply chain management services to the world's
premier high-tech electronics companies. Solectron's offerings
include new-product design and introduction services, materials
management, product manufacturing, and product warranty and end-
of-life support. The company is based in Milpitas, Calif., and had
sales of $11 billion in fiscal 2003.


SOUTHERN ILLINOIS: Wells Fargo Can't Foreclose on Railcars
----------------------------------------------------------
Wells Fargo Equipment Finance Company, represented by Robert M.
Susman, Esq., at Goffstein, Raskas, Pomerantz, Kraus & Sherman,
L.L.C., in St. Louis, Missouri, didn't get the ruling it wanted
from the U.S. Bankruptcy Court for the Southern District of
Illinois in Southern Illinois Railcar Company on-going chapter 11
case.  Bankruptcy Judge Fines found that Wells Fargo's security
interest is defective and Wells Fargo won't get permission to
foreclose on its railcars.  Theodore J. Tacconelli, Esq., at
Ferry, Joseph & Pearce, P.A., in Wilmington, Delaware, and Bonnie
L. Clair, Esq., at Summers, Compton, Wells and Hamburg, P.C., in
St. Louis, Missouri, serve as counsel for the Debtor.

A secured creditor, Judge Fines says, may receive relief from the
automatic stay only if that creditor's interest in the property in
question is not protected adequately, or if the debtor does not
have equity in such property and that property is not necessary to
an effective reorganization, writes Judges Fines at the outset of
his Opinion.   11 U.S.C. Sec. 362(d)(1) and (2).  Wells Fargo
asserts a security interest or lien in certain railcars and a
railcar lease between SIRC, as lessor, and OmniSource LLC, as
lessee, with the Equipment as the Collateral.   Wells Fargo seeks
to have the automatic stay lifted to permit Wells Fargo to
foreclose upon the Collateral.

As a creditor seeking to lift the automatic stay, Wells Fargo has
the burden of demonstrating initially the existence, validity and
perfection of its security interest in the Collateral.  Whether
Wells Fargo can meet this burden is dependent upon state law,
because state law determines whether a valid security interest
exists in any property.  Butner v. United States, 440 U.S. 48, 54-
57 (1979).  Article 9 of the Uniform Commercial Code governs the
creation of security interests in personal property.  UCC section
9-101, comment 1 (stating that the UCC "provides a comprehensive
scheme for the regulation of security in personal property and
fixtures").

Further, Judge Fines points out, the application of the UCC in
this matter should be governed by New York law because Loan #3711,
a document drafted by SIRC and Wells Fargo and relevant to the
instant matter, provides that it "shall in all respects be
governed by and construed in accordance with the internal laws of
the State of New York, including all matters of construction,
validity and performance."  Because New York and Illinois adopted
virtually identical versions of the revised UCC, case law from
both states interpreting the UCC can be used and will be cited in
the Opinion, says Judge Fines.

Certain standards must be met, writes Judge Fines, in order to
achieve the enforceability of security interests in relation to
pledged collateral.  The relevant portion of the UCC provides that
a security interest only attaches to collateral so as to be
enforceable against other parties if value has been given; if the
debtor has rights in the collateral; and if the debtor has
authenticated a security agreement describing the collateral.  UCC
Sec. 9-203(b)(1-3); see N.Y. Uniform Commercial Code Sec.
9-203(b)(1-3) (McKinney 2002). There are no disputes before the
Court regarding whether Wells Fargo gave value for the Collateral;
whether SIRC the Debtor has rights in the Collateral; or whether
SIRC executed writings regarding Loan #3711, says Judge Fines.

Judge Fines says a description of the property is adequate if it
"reasonably identifies" the collateral.  UCC Sec. 9-108(a).  
Drawing from case law, says the judge, this means that property is
reasonably identified in a security agreement if a third party can
determine what items of the debtor's collateral are subject to the
creditor's security interest.  In re Bennett Funding Group, Inc.,
255 B.R. 616, 636 (N.D.N.Y. 2000) (applying the New York UCC to
find that a description must be sufficient to allow a third party
to distinguish between the collateral and like items that a debtor
owns); In re Niles, 72 B.R. 84, 86 (Bankr. N.D. Ill. 1987)
(applying the Illinois UCC to find a description inadequate if a
third party could not identify the collateral without additional
information).  Where a debtor owns numerous similar items of
collateral that cannot be distinguished by a more general
description, a description of collateral is insufficient without
the correct serial numbers of the collateral.  Bennett Funding,
255 B.R. 616, 636-637.  See, similarly, In re Keene Corp., 188
B.R. 881, 901 (Bankr.S.D.N.Y.1995) (applying New York law to
require a security agreement to have a detailed description of
each Treasury note pledged when the debtor's account held numerous
Treasury notes similar to the collateral at issue).

           Wells Fargo's Security Agreements Are Flawed

Under the cases cited above, writes Judge Fines, Wells Fargo's
security agreements fail to include an adequate description of its
Equipment collateral.  Loan #3711 purports to secure payment and
performance with a lien in favor of creditor Wells Fargo on
"Equipment as more fully described on Schedule A."  However, no
Schedule A is attached to the Loan and Security Agreement.  This
description is inadequate because it fails to identify which of
the Debtor's thousands of railcars would be subject to Wells
Fargo's lien such that any execution could occur.

As a result, points out Judge Fines, under case law interpreting
the description requirement of the UCC, Wells Fargo did not obtain
any enforceable security interest.  No other document related to
Loan #3711 cures Loan #3711's defective description of the
collateral.  Neither the Rental Rider, the July Rider, the
Assignment Agreement, nor the Substitution Agreement cure the
defect, in that none of these documents provide an adequate
description of the Equipment which is the Collateral upon which
Wells Fargo seeks foreclosure.   It simply is not possible to
identify the Equipment purportedly subject to a security interest
in favor of Wells Fargo by reviewing the above-listed documents,
because of the omission from Loan #3711of any schedule of the
Equipment.  Judge Fines observes that review of the related
supplementary documents, listed above, pertaining to Loan #3711,
merely served to create additional ambiguities.

Nor can the Collateral's description be construed based on
reference to the memoranda filed by the parties with the Surface
Transportation Board, the body with which secured creditors file
memoranda to perfect liens regarding railcar and related
collateral.  Wells Fargo's purported security interest in the
Collateral cannot be perfected by reference to later documents not
prepared in conjunction with Loan #3711, or any other documents
outside the security agreements.  For example, the law
interpreting the UCC clearly holds that parol evidence in the form
of an additional loan document cannot be used to broaden the reach
or cure the defects in the collateral description in an otherwise
clear security agreement.  Matter of Martin Grinding & Machine
Works, Inc., 793 F.2d 592, 595 (7th Cir.1986).

Therefore, concludes Judge Fines, because neither Loan #3711 nor
its related documents contain a description of the Equipment
sufficient to permit a third party reasonably to identify the
Equipment, there is no authenticated security agreement sufficient
for a security interest to have attached to the Equipment.  Where
the lienor is unable to adequately separate its collateral from
the balance of the debtor's property, the law is clear that the
lienor's security interest must fall.  Wells Fargo does not have a
valid security interest in the Equipment, and its motion for
relief from the automatic stay in order to seek foreclosure should
be denied as to that Collateral.


SPIEGEL GROUP: Court Grants Nod for New Esplanade Agreement
-----------------------------------------------------------
As of the Petition Date, the Spiegel Group Debtors were a party to
these unexpired non-residential real property leases:

(A) The Headquarters Lease entered into with Esplanade at Locust
    Point-II Limited Partnership

    Pursuant to the terms of the Headquarters Lease, Esplanade
    leases to the Debtors an office building located at 3500
    Lacey Road in Downers Grove, Illinois.  The Building contains
    570,000 rentable square feet and currently houses Spiegel's
    corporate headquarters.  The Headquarters Lease commenced on
    April 1, 1992 and runs through March 31, 2012, with four
    successive options to renew for up to five years each.  The
    monthly base rent currently payable under the lease is
    $1,138,100.  The Debtors estimate that monthly operating
    expenses and real estate taxes on the Property are currently
    $345,800.

(B) The Continental Sublease entered into with Continental
    Casualty Company on August 18, 1999

    Pursuant to the Continental Sublease, the Debtors sublease
    the 8th, 9th, 10th, and 11th floors of the Building to
    Continental.  These floors consist of 168,793 rentable square
    feet.  The Sublease expires on June 30, 2009, subject to
    extension.  Continental pays the Debtors $371,345 monthly
    rent under the Sublease, and the Debtors bear monthly
    expenses totaling $18,286.  These expenses include payments
    on the Parking Lot Lease and payments relating to two Surety
    Bonds.  The monthly rent payable under the Sublease is less
    than the rent payable by the Debtors under the Headquarters
    Lease for the floors.

(C) The Parking Lot Lease entered into with Esplanade at Locust
    Point-III Limited Partnership on August 18, 1999

    Under the Parking Lot Lease, the Debtors lease an unimproved
    parcel of real property that could be improved and converted
    to a parking lot if necessary.  As a condition to consenting
    to the Continental Sublease, Esplanade required that the
    Debtors enter into the Parking Lot Lease for its benefit.
    The Parking Lot Lease was intended to compensate for a
    disproportionate portion of the parking lot that was
    allocated by the Debtors to Continental in the Continental
    Sublease.  Esplanade's concern was that during the term of
    the Continental Sublease the Debtors could vacate the
    Building and a new tenant may request parking lot space that
    was not available.  The Parking Lot Lease calls for a
    $120,000 annual rent payable in monthly installments of
    $10,000.  The Parking Lease expires on March 30, 2012 and is
    renewable for up to 20 years.

             The Sublease and Parking Lot Lease Bonds

In conjunction with the execution of the Continental Sublease and
the Parking Lot Lease, Esplanade required the Debtors to post two
surety bonds totaling $7,961,951 for Esplanade's benefit.  One
bond is for $6,671,951, which serves as third party credit
support for the amounts payable under the Headquarters Lease.  
The beneficiary of the Sublease Bond is Esplanade-II.  The second
bond is for $1,290,000, which serves as credit support for the
remaining payments under the Parking Lot Lease.  Esplanade-III is
the beneficiary of the Parking Lease Bond.

                     Headquarters Tax Dispute

On July 18, 2003, Esplanade filed a motion seeking the entry of
an order directing the Debtors to pay certain real property taxes
on the Building as a postpetition obligation under the
Headquarters Lease.  Esplanade seeks to compel the Debtors,
pursuant to Section 365(d)(3) of the Bankruptcy Code, to pay the
unpaid real property taxes accruing on the Building in 2002.  On
August 20, 2003, the Debtors objected to Esplanade's request.  
The Committee filed a joinder to that objection.  By agreement,
the parties have adjourned the hearing on Esplanade's request and
have been engaged in settlement discussions.

James L. Garrity, Esq., at Shearman & Sterling LLP, in New York,
tells the Court that in consideration of the withdrawal of the
Tax Motion and for the settlement of the damage claim arising
from the rejection of the Unexpired Real Property Leases, the
Debtors agreed that upon rejection of the Headquarters Lease and
commencement of a New Headquarters Lease, they will pre-pay to
Esplanade an amount equal to the 2003 real estate tax obligation
under the Headquarters Lease.  The amount equal to the 2003 real
estate taxes is consistent with the amount due for 2002.  Thus,
the Debtors will be obligated to pay $1,224,416 to Esplanade to
cover real estate taxes for all of 2003.

The prepetition portion of the 2003 real estate taxes that the
Debtors seek authority to pay is subject to their postpetition
secured lenders' approval.  On November 7, 2003, the DIP Lenders
approved an amendment to the postpetition secured financing
facility authorizing the Debtors to make a payment to settle the
prepetition portion of the 2003 real estate taxes.  Finally,
Esplanade will have an allowed unsecured claim in an amount
equal to the unpaid 2002 real estate taxes.

                      New Headquarters Lease

Mr. Garrity states that the Debtors entered into the Headquarters
Lease at a time when their business operations warranted that
they utilize substantially more leased space in the Building than
they presently require.  For the past two years, the Debtors have
not fully utilized the space in the Building and their needs have
continued to decrease since the Petition Date as a result of
voluntary and involuntary staff reduction.  The Debtors presently
utilize less than 250,000 rentable square feet in the Building
and anticipate needing half that amount of space in the near
future.

According to Mr. Garrity, since the Petition Date, the Debtors
have explored alternatives for addressing their office space
needs.  Despite their commercially reasonable efforts, the
Debtors have been unable to identify a third party or parties who
would accept an assignment of the Unexpired Real Property Leases.
The Debtors also have sought out other premises in the Downers
Grove market that might serve as their headquarters.  Finally,
they have engaged in discussions with Esplanade regarding a new
lease for smaller and less expensive space in the Building.  The
latter discussions have proved most successful, and the Debtors
have negotiated the terms of a new lease for their headquarters
with Esplanade.

The salient terms of the New Headquarters Lease are:

   Lease Term                 Three years

   Commencement               December 1, 2003  

                              Both Esplanade and the Debtors will
                              use best efforts to accomplish the
                              relocation as soon as possible.

   Base Rental Rate           $12 per rentable square foot, to be
                              adjusted at 3% annually

   Tenant Improvements        Esplanade will provide the Debtors
                              with a tenant improvement allowance
                              equal to $18 per rentable square
                              foot to offset those costs
                              associated with the Debtors'
                              construction, architectural and
                              engineering consultants, furniture
                              reconfiguration, teledata cabling
                              and equipment installation and
                              relocation services.

   Security Deposit           The Debtors will secure a letter of
                              credit to cover the initial tenant
                              improvement allowance.  The LOC
                              can be drawn by Esplanade upon an
                              event of default by the Debtors
                              beyond applicable notice and cure
                              periods.

               Fixing the Lease Rejection Claims and
                   Settlement of the Tax Motion

In connection with the negotiation of the New Headquarters Lease,
the Debtors and Esplanade have agreed that:

   (a) the Headquarters Lease should be rejected and Esplanade-
       II's claim for damages arising from the rejection of the
       Headquarters Lease will be fixed at $9,842,500; and

   (b) the lease rejection claim arising from the rejection of
       the Parking Lot Lease will be fixed at $1,290,000.  

Thus, the aggregate lease rejection claim arising from the
rejection of the Leases will be $11,132,500.  To the extent that
Esplanade is able to draw on the Surety Bonds, the amounts will
be applied to reduce the Aggregate Lease Rejection Claim.  To the
extent that Esplanade is unable to draw upon one or both of the
Surety Bonds, Esplanade has agreed to relinquish any claims
against the Debtors related to or arising from the inability to
draw upon the Surety Bonds, but reserves all rights against the
issuers of the Surety Bonds.

In further consideration for the rejection of the Headquarters
Lease and execution of the New Headquarters Lease, the Debtors
and Esplanade have agreed to settle the Tax Motion and agree
that:

   (1) Esplanade will have an allowed postpetition administrative
       priority claim for $1,224,416, which represents the real
       property taxes payable on the Building for 2003; and

   (2) Esplanade will have an allowed general unsecured
       prepetition claim for $1,224,416, which represents the
       unpaid real property taxes due and owing on the Building
       for 2002.

These sums will be in addition to the $11,132,500 Aggregate Lease
Rejection Claim.

               Treatment of Furniture, Fixtures and
                     Equipment Upon Rejection

In connection with their operations, the Debtors have installed
systems furniture, fixtures and other equipment to be used in the
ordinary course of their business throughout the Building.  The
amount of Systems FF&E exceeds the Debtors' current needs.  As
part of the agreement reached between the Debtors and Esplanade,
Esplanade has agreed that the Debtors do not have to remove the
Systems FF&E at the time it relocates.  Specifically, Esplanade
has agreed to allow the Systems FF&E to remain in place within
the Building in a portion of the premises previously leased to
the Debtors under the Headquarters Lease, but outside the
Subleased Premises, for a period not to exceed two years.  If
the Debtors secure a prospective purchaser at the established
market price for any portion of the Systems FF&E during this
time, Esplanade will have a right of first refusal to purchase
the portion of the Systems FF&E at the prospective purchaser's
price accepted by Spiegel.  At any time during this period before
removal, Esplanade has the option to negotiate a purchase of the
FF&E.  Esplanade may require that the Debtors remove the Systems
FF&E with 30 days' prior notice.  Much of the Systems FF&E
consists of outmoded, outdated equipment and the Debtors do not
believe that the Systems FF&E has significant value.

          Reconciliation of Amounts Owed by Continental

After the Debtors and Esplanade reconcile the actual 2003 real
estate taxes and expenses payable by Continental under the
Continental Sublease with the total amount of estimated 2003 real
estate taxes and expenses paid by Continental under the
Continental Sublease, the Debtors and Esplanade will make
diligent good faith efforts to collect any deficiency owing for
the 2003 real estate taxes and expenses not yet paid by
Continental for the period January 1, 2003 through
December 31, 2003.  It is anticipated that Esplanade-II, during
calendar year 2004, will collect certain real estate taxes and
expenses attributable to the period January 1, 2003 through
November 30, 2003.  To the extent that Esplanade-II collects any
real estate taxes or expenses, it will remit the amounts to the
Debtors promptly upon receipt.

          Relinquish Rights to Funds Payable Pursuant to
                      the Headquarters Lease

Pursuant to the Headquarters Lease, the Debtors are obligated to
pay the Building's operating expenses on a monthly basis.  Upon
reconciliation of estimated expenses and actual expenses, the
Debtors may be entitled to a repayment or may be required to pay
more.  The Debtors believe that they may have paid up to $270,000
in estimated expenses than was actually required.  Therefore, the
Debtors may be entitled to all or a significant portion of that
amount in accordance with the Headquarters Lease.  As part of the
overall settlement, however, the Debtors will relinquish their
rights to any and all funds based on other year-end
reconciliation of operating expenses.

By this motion, pursuant to Sections 363, 365(a) and 105(a) of
the Bankruptcy Code and Rules 6006 and 9019 of the Federal Rules
of Bankruptcy Procedure, the Debtors ask the Court:

   (a) for authority to reject the Unexpired Real Property Leases
       effective as of November 30, 2003;

   (b) to fix the lease rejection damage claims under the
       Headquarters Lease and the Parking Lot Lease;

   (c) to approve the settlement of the Tax Motion;

   (d) for authority to:

       -- grant Esplanade the right of first refusal regarding
          the future sale of the Systems FF&E, and

       -- relinquish rights to recover funds due after
          reconciliation of operating expenses; and

   (e) for authority to enter into the New Headquarters Lease.

Mr. Garrity notes that the Debtors have applied the lease
rejection formula under Section 502(b)(6) to the Headquarters
Lease and have determined that the capped amount is materially
more than $9,842,500.  The Debtors maintain that they should be
authorized to fix that claim.  The Debtors have also applied the
lease rejection formula under Section 502(b)(6) to the Parking
Lot Lease.  Although the capped amount according to that formula
may be less than $1,290,000 as part of the overall settlement of
disputes, the Debtors believe that they should be authorized to
fix that claim at $1,290,000.

Furthermore, the Debtors do not deny that under the Headquarters
Lease, they are liable for the payment of real property taxes
accrued on the Building after the Petition Date.  However, Mr.
Garrity explains, the real estate taxes that accrued on the
Building within January 1, 2002 through March 17, 2003 constitute
prepetition claims under the Headquarters Lease, and as such, are
not subject to payment under Section 365(d)(3).  Still, the
Debtors recognize that the issue is not free from doubt.

Mr. Garrity also reasons that certain of the Systems FF&E may
have become unnecessary to the operations of the Debtors'
business.  Esplanade's request for the right of first refusal to
purchase the Systems FF&E at the prospective purchaser's price
saves the Debtors from the costs of removing and transporting the
Systems FF&E at this juncture.  Furthermore, the Debtors believe
that much of the Systems FF&E may be obsolete or outdated and
burdensome or of inconsequential value to their estates and
creditors.

Judge Blackshear promptly grants the Debtors' requests. (Spiegel
Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service,
Inc., 215/945-7000)   


SSP SOLUTIONS: Expects Cash Sufficient to Sustain Near-Term Ops.
----------------------------------------------------------------
Through December 31, 2002, SSP Solutions Inc., had operated in two
business segments: information security solutions and network
solutions. During the first quarter of 2003, the Company
discontinued its network solutions segment, which was conducted
through a wholly owned subsidiary of the Company, Pulsar Data
Systems, Inc., as the Company determined that this segment would
not return to operating profits in a reasonable time period. The
total estimated cost to exit the segment was $106. The network
solutions segment assets did not require an impairment write down
as there was no remaining book value of assets in existence at the
date the decision to exit the business was made. In
addition, as a result of the discontinuance of the network
solutions segment, the Company now operates in only one reporting
segment.

At September 30, 2003, the Company had deficit working capital of
$7,275 and incurred a loss from operations for the three months
then ended. The Company expects to continue to incur additional
losses in 2003. Given the September 30, 2003 cash balance and the
projected operating cash requirements, and the completion of the
private placement of the Series A Preferred after September 30,
2003, the Company anticipates that existing capital resources will
be adequate to satisfy cash flow requirements through
December 31, 2004. The Company's cash flow estimates are based
upon achieving certain levels of sales, reductions in operating
expenses and liquidity available under its accounts receivable
financing. During 2002 and through September 30, 2003, the Company
incurred defaults, other than for the payment of principal and
interest, under both the Company's accounts receivable financing
and the Company's long-term convertible notes. The Company was not
able to obtain waivers for defaults on the long-term convertible
notes and has therefore classified such notes as short-term on the
balance sheets as of December 31, 2002 and September 30, 2003.
However, these notes are subject to a  forbearance Agreement dated
September 1, 2003, which provided that the noteholders agreed
not to take any action relative to rights under these notes until
November 30, 2003, and further provided for these notes being
tendered for the purchase of Series A Preferred Stock in
accordance with the face value of such notes.

The Company's current financial condition is the result of several
factors, including the fact that prior period operating results
were below expectations.

The private placement of the Series A Preferred Stock provided the
Company a substantial amount of capital. While the Company does
not anticipate the need to raise additional capital after having
closed the private placement of the Series A Preferred Stock,
future capital needs will depend on many factors including, but
not limited, to:

         *   the ability to extend terms received from vendors
         *   the market acceptance of products and services
         *   the levels of promotion and advertising that will be
             required to launch new products and services and
             attain a competitive position in the marketplace      
         *   research and development plans
         *   levels of inventory and accounts receivable
         *   technological advances
         *   competitors' responses to the Company's products and
             services
         *   relationships with partners, suppliers and customers
         *   projected capital expenditures
         *    a downturn in the economy

To resolve the deficit working capital position, subsequent to
September 30, 2003, the Company completed the private placement of
a Series A Preferred Stock, which was dilutive to current
shareholders. During the three months ended September 30, 2003,
the Company also issued shares to pay obligations in several
transactions. The Company issued 23,076 shares of its common stock
for rent payments relating to a facility lease, 166,096 shares of
its common stock to pay interest on long-term notes and 414,450
shares of its common stock for payments relating to the final
settlement of a facility lease. In the future, under terms of
notes payable and the Series A Preferred Stock the Company may
issue additional common stock to pay interest and Series A
Preferred Stock dividends.

Ultimately, the Company's ability to continue as a going concern
is dependent upon its ability to successfully launch its new
products, grow revenue, attain operating efficiencies, sustain a
profitable level of operations and attract new sources of capital.
While the Company has a history of selling products in government
markets, new products that are just entering production after
years of development have no sales history. Additionally, the
Company is entering commercial markets with products and is still
developing acceptance of Company product offerings.


STELCO INC: Commences Board and Senior Officer Changes
------------------------------------------------------
Stelco Inc. announced a number of changes with respect to senior
management and the Board. Peter Nicholson has left the Board of
Directors of Stelco Inc. after many years of service. Mr.
Nicholson has joined the Paul Martin team, which necessitates him
giving up private sector interests such as corporate board seats.
Mr. F. H. Telmer, appointed Interim President and Chief Executive
Officer, has also retired as a director in conjunction with his
term of office as Interim President and Chief Executive Officer
coming to a close on December 31, 2003. As previously announced,
Courtney Pratt will assume responsibility as President and Chief
Executive Officer effective January 1, 2004.

Mark C. Steinman, Executive Vice President and Chief Financial
Officer, is leaving the Corporation at year-end. Mr. Steinman will
continue to be associated with Stelco Inc. in a consulting
capacity in connection with a number of projects where his ongoing
involvement will be of benefit to the Corporation.

Mr. William E. Vaughan, presently Corporate Controller, has been
appointed Senior Vice President - Finance. Mr. Vaughan will
oversee the Corporation's treasury, finance and accounting
functions.

Commenting on the changes, Mr. Richard Drouin, Chairman of the
Board of Directors of Stelco Inc. said, "The Board understands the
decision by both Peter Nicholson and Fred Telmer to move on at
this time and thanks both for their service. In the case of Peter
Nicholson, we wish him well in his new endeavors. In the case of
Fred Telmer, we also thank him for forty years of service to the
company and the industry."

He also commented, "We wish to thank Mark for the service he has
given this company over the last four years. Bill Vaughan has been
with Stelco for over thirty-five years and brings a wealth of
knowledge and capability to this important function. He will be a
solid member of the executive management team going forward."

Stelco Inc., is Canada's largest and most diversified steel
producer. Stelco is involved in all major segments of the steel
industry through its integrated steel business, mini-mills, and
manufactured products businesses. Stelco has a presence in six
Canadian provinces and two states of the United States.
Consolidated net sales in 2002 were $2.8 billion.

                        *   *    *

Standard & Poor's Ratings Services said it lowered the long-term
corporate credit rating on integrated steel producer Stelco Inc.
to 'B-' from 'B'. At the same time, the senior unsecured debt
ratings on Stelco were lowered to 'CCC+', and the ratings on the
subordinated notes were lowered to 'CCC'. The ratings remain on
CreditWatch with negative implications.


TANGRAM ENTERPRISE: Inks Pact to Sell Assets to Opsware for $10M
----------------------------------------------------------------
Tangram Enterprise Solutions, Inc. (OTC Bulletin Board: TESI.OB),
a leading provider of IT asset management software, has signed a
definitive agreement to be acquired by Opsware Inc. (Nasdaq:OPSW).  

Opsware, based in Santa Clara, California, is the leading provider
of data center automation software.  The transaction will be an
all stock transaction valued at $10 million (subject to certain
adjustments), and represents approximately $.20 per share of
Tangram common stock based on the closing price of Opsware common
stock on December 3, 2003.  In the transaction, Opsware will
acquire all of Tangram's outstanding debt and shares of
convertible preferred stock and common stock.

Tangram provides IT asset management software to a number of the
Fortune 100 companies in the U.S., as well as several major
international customers. Tangram also recently released its
OverSight(TM) product, with patent-pending Crosshair(TM)
technology that provides a powerful solution for IT security.

"Tangram has a strong installed based of customers," said Norm
Phelps, President and CEO of Tangram.  "Increasingly, our
customers and prospects have asked for additional solutions from
Tangram to address broader IT issues that go beyond asset
management and security. The acquisition by Opsware will give our
customers and prospects exactly what they have been seeking.  
Coupling Tangram's best-of-breed asset management products with
Opsware's best-of-breed IT automation software will create an
unparalleled offering in the market."

"The acquisition of Tangram expands the Opsware customer base by
more than 200 customers, solidifying our lead in IT automation,"
said Ben Horowitz, President and CEO of Opsware Inc.  "Integrated
with Opsware's software, the Tangram products allow us to offer
unprecedented visibility into assets under management and
increased system and application security.  In addition,
integration of Opsware and Tangram products will extend Opsware
automation to desktops and other IT infrastructure."

The transaction is expected to close in the first quarter of 2004,
and is subject to customary closing conditions and regulatory
review.

Opsware Inc., formerly Loudcloud, is the leading provider of data
center automation software, offering a complete solution for
enterprises, government agencies, and service providers looking to
reduce costs and increase IT efficiencies.  The Opsware System
uniquely combines process automation with built-in operations
knowledge on numerous technologies.  Opsware was the foundation of
Loudcloud's software-powered managed services business and has
been proven to lower costs, accelerate change, and increase
service quality. For more information on Opsware Inc., please
visit http://www.opsware.com

Tangram Enterprise Solutions, Inc., is the leading provider of
cohesive, automated IT asset management software solutions and
services for large and midsize organizations across all
industries, in both domestic and international markets.  Tangram's
core business strategy and operating philosophy center on
delivering world-class customer care, creating a more personal and
productive IT asset management experience through a phased
solution implementation, tailored solutions that support evolving
customer needs, and leading-edge technical position.  Today,
Tangram's solutions manage more than two million workstations,
servers, and other related assets. Tangram is a majority owned
subsidiary of Safeguard Scientifics, Inc. --
http://www.safeguard.com-- (NYSE: SFE), an operating company that  
creates long-term value by taking controlling interest in and
developing its companies through superior operations and
management.  Safeguard operates businesses that provide business
decision and life science software-based product and service
solutions.  To learn more about Tangram, visit
http://www.tangram.com

                          *    *    *
    
                Liquidity and Capital Resources

In its recent SEC Form 10-Q filing, Tangram Enterprises reported,
thus:

"As of September 30, 2003, we had $1.4 million of cash on hand,
$1.5 million in gross trade receivables, and $1.35 million of
borrowing capacity on our revolving note with Safeguard. In the
past, we have funded our operations through borrowings under a
credit facility with Safeguard and cash generated from operations.
However, the recent trend of operating losses, inconsistent
revenue trends, and Safeguard's notification of its intentions not
to renew the Revolving Note upon its expiration on February 13,
2004 will likely require us to seek other sources of capital.

"Our operating activities provided cash of $2.5 million for the
nine-month period ended September 30, 2003 compared to $765,000
during the comparable period in 2002. Net cash provided by
operating activities in 2003 consisted primarily of the net
earnings of $32,000, adjusted for $2.0 million of non-cash charges
to operations. Changes in operating assets and liabilities
provided $479,000 in cash for the nine-month period ended
September 30, 2003 primarily related to a $1.4 million decrease in
our accounts receivable and other assets balances. Net cash
provided by operating activities for the nine-month period ended
September 30, 2002 consisted primarily of the net loss of $1.5
million, adjusted for $1.9 million of non-cash charges to
operations. Changes in operating assets and liabilities provided
cash of $379,000 for the nine-month period ended September 30,
2002.

"Investing activities used cash of $866,000 and $1.3 million in
the nine-month periods ended September 30, 2003 and 2002,
respectively, principally representing capitalized software
development costs. In accordance with SFAS No. 86, we capitalized
and deferred development costs of $788,000, or 49% of gross
research and development costs, in 2003, and $1.3 million, or 47%
of gross research and development costs, in 2002. Net cash used in
investing activities reflects our continued and ongoing investment
associated with our commitment to develop, enhance, and improve
our ITAM product line. Our business is not capital asset
intensive, and capital expenditures in any year normally would not
be significant in relation to our overall financial position.
Generally, our capital expenditures relate to information
technology hardware and software purchases. Capital expenditures
were approximately $78,000 for the nine-month period ended
September 30, 2003 as compared to $18,000 in the first nine months
of 2002. We currently expect our capital expenditure requirements
for the remainder of 2003 to be in a range of $50,000 to 100,000.

"Financing activities used cash of $650,000 in the nine-month
period ended September 30, 2003. As result of the improvements in
our net cash performance from operating activities, we were able
to reduce our borrowings under our Safeguard revolving note by
$650,000 in 2003. There were no exercises of employee stock
options due to our stock price level.

"In the past, we have funded our operations through borrowings
under the credit facility with Safeguard and from cash generated
from operations. Although operating activities may provide cash in
certain periods, we anticipate that our operating and investing
activities may use additional cash during the next twelve months.
The recent trend of operating losses and inconsistent revenue
trends may require us to obtain additional equity or debt
financing. Additionally, Safeguard's notification of its
intentions not to renew the Revolving Note upon its expiration on
February 13, 2004 will likely require us to seek a replacement
source of operating capital. If we are unable to secure a
replacement credit facility, our existing cash reserve may not be
sufficient to satisfy our cash needs during the next twelve
months. We have no present understanding, commitment, or agreement
with respect to any such transaction. Accordingly, there can be no
assurance that we will have access to adequate debt or equity
financing or that, if available, it will be under terms and
conditions satisfactory to us or which may not be dilutive. If we
are unable to obtain sufficient additional funds, we may have to
delay, scale back or eliminate some or all of our development
activities or certain of our sales and marketing initiatives."


TECH DATA: Will Present Raymond James Conference on Thursday
------------------------------------------------------------
Tech Data Corporation announced plans to participate in the
following upcoming investor conference:

     * Raymond James IT Supply Chain Conference
       Inter-Continental The Barclay, New York, NY
       Thursday, December 11, 2003
       10:50 a.m. EST
       Speakers:  Steven A. Raymund, Chairman and Chief Executive
                  Officer and Jeffery P. Howells, Executive Vice
                  President and CFO

In conjunction with this appearance, Tech Data will provide
webcast access to the presentation for all investors at
http://www.techdata.com  For those unable to listen to the live  
event, an audio archive will be available for two weeks following
the live presentation.

Tech Data Corporation (Nasdaq: TECD) (Fitch, BB+ Senior Unsecured
Debt & BB Conv. Subordinated Debt Ratings, Stable), founded in
1974, is a leading global provider of IT products, logistics
management and other value-added services. Ranked 117th on the
Fortune 500, the company and its subsidiaries serve more than
100,000 technology resellers in the United States, Canada, the
Caribbean, Latin America, Europe and the Middle East. Tech Data's
extensive service offering includes pre- and post-sale training
and technical support, financing options and configuration
services as well as a full range of award-winning electronic
commerce solutions. The company generated sales of $15.7 billion
for its most recent fiscal year, which ended January 31, 2003.


TEMBEC: Temporarily Shuts Down Tarascon Mill in Southern France
---------------------------------------------------------------
Tembec has temporarily shut down its Tarascon pulp mill located
next to the Rhone River in Southern France. The Rhone breached
historical high water levels due to heavy rainfall and high winds
which impeded its outflow to the Mediterranean. At the peak of the
flood on December 3rd, the water level at the mill site reached
1.4 meters.

In anticipation of a flood, Tembec had activated its emergency
plan and had shut down the pulp mill on Tuesday, December 2, 2003.
Procedures to protect the assets of the Company were quickly
implemented and critical motors and equipment were removed.

After four days of heavy rainfall, Meteo France has withdrawn the
Orange Alert for the area and is forecasting improved weather
conditions. Based on current conditions, the Tembec maintenance
team will be able to enter the mill on Friday, December 5th to
assess the extent of damage. The Company anticipates that the
shutdown of the mill could extend over several weeks and currently
estimates that lost production could reach approximately 15,000
tonnes.

Tembec has informed all the mill's customers directly that it will
continue to ship product from available inventory. In order to
mitigate the impact of any possible delay in shipment dates, the
Company is also developing plans to produce and ship softwood pulp
from its other Kraft mill located in Southern France which was not
affected by the inclement weather conditions.

Tembec (S&P, BB Long-Term Corp. Credit, Negative) is an integrated
Canadian forest products company principally involved in the
production of wood products, market pulp and papers. The Company
has sales of approximately $4 billion, with over 55 manufacturing
sites in the Canadian provinces of New Brunswick, Quebec, Ontario,
Manitoba, Alberta and British Columbia, as well as in France, the
United States and Chile. Tembec's common shares are listed on The
Toronto Stock Exchange under the symbol TBC. Additional
information on Tembec is available on its website at
http://www.tembec.com


TENNECO AUTOMOTIVE: Arranges Senior Credit Facility Refinancing
---------------------------------------------------------------
Tenneco Automotive (NYSE: TEN) has launched a transaction to
refinance its existing $964 million senior credit facility, which
will be replaced by a new $800 million senior credit facility and
the proposed issuance of $125 million of senior secured notes.

"This refinancing transaction will be the culmination of a process
we started in June when we refinanced a portion of our senior
credit facility by successfully completing a $350 million note
issuance.  We are undertaking this transaction because it will
ensure the company's access to a long-term source of liquidity,
thereby improving our financial flexibility.  It will also extend
nearly all of our debt maturities to 2009 and beyond," said Mark
P. Frissora, chairman and CEO, Tenneco Automotive.

The new senior credit facility is expected to include a 5-year
revolving line of credit of approximately $200 million, a 7-year
term loan of approximately $400 million and a 7-year letter of
credit facility of approximately $200 million, which can also be
used as a revolving line of credit to fund short-term borrowings.

The $125 million of senior secured notes are expected to be issued
under the same indenture, and would be part of the same class as,
and have the same terms as the $350 million of 10.25% senior
secured notes due in 2013 that the company issued in June of this
year.

The company intends to use these new sources of financing to repay
the $514 million of term loans and replace the $450 million
revolving line of credit provided under its existing senior credit
facility and for general corporate purposes.  The $450 million
revolving line of credit was set to expire in November 2005.

The company is in the process of seeking commitments for the new
senior credit facility and will formally offer the senior secured
notes only if and when satisfactory commitments are received.  The
closing of the new senior credit facility and the proposed senior
secured notes offering are each conditioned on the closing of the
other.  Although there can be no assurance, the company currently
expects to be able to complete these transactions by mid-December.

Tenneco Automotive will be offering the notes in reliance upon an
exemption from registration under the Securities Act of 1933 for
an offer and sale of securities that does not involve a public
offering. The notes have not been registered under the Securities
Act and may not be offered or sold in the United States absent
registration or an applicable exemption from registration.
    
Tenneco Automotive (S&P, B+ Senior Secured Bank Debt, B Senior
Secured Notes, B- Subordinated Debt Ratings, Stable Outlook) is a
$3.5 billion manufacturing company with headquarters in Lake
Forest, Illinois and approximately 19,600 employees worldwide.
Tenneco Automotive is one of the world's largest producers and
marketers of ride control and exhaust systems and products, which
are sold under the Monroe(R) and Walker(R) global brand names.
Among its products are Sensa-Trac(R) and Monroe Reflex(R) shocks
and struts, Rancho(R) shock absorbers, Walker(R) Quiet-Flow(R)
mufflers and DynoMax(R) performance exhaust products, and
Monroe(R) Clevite(R) vibration control components.


TENNECO: Senior Indebtedness Earns S&P's B & CCC+ Ratings
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to the
new $800 million senior secured credit facility of Tenneco
Automotive Inc. (B/Stable/--). The facility is guaranteed by and
secured by substantially all of the assets of each of the
borrower's direct and indirect domestic subsidiaries and is also
secured by 65% of the capital stock of the borrower's direct and
first-tier foreign subsidiaries.

Standard & Poor's also assigned its 'CCC+' rating to Lake Forest,
Illinois-based Tenneco's $125 million 10.25% senior secured notes
(second lien) due 2013, add-on to the firm's outstanding $350
million 10.25% senior secured notes (second lien) due 2013.

At the same time, Standard & Poor's affirmed its 'B' corporate
credit rating on the company. Consolidated debt at Sept. 30, 2003,
stood at about $1.4 billion. The outlook is stable.

The senior secured facility, which consists of a five-year $200
million revolving credit facility, a seven-year $400 million term
loan, and a seven-year $200 million tranche B letter of credit
facility, is rated the same as the corporate credit rating. A
substantial portion of Tenneco's assets are with overseas
affiliates and are not included in the collateral package, other
than a pledge of 65% of foreign subsidiaries' common stock,
limiting protection for lenders.

"In a post-default recovery scenario, we expect that lenders would
realize meaningful recovery of principal in the event of default
or bankruptcy, despite potentially significant loss exposure,"
said Standard & Poor's credit analyst Daniel DiSenso.

Potential causes for default could include a severe cyclical
downturn in demand, intensified pricing pressures, or material
market share losses that would result in the company being unable
to service its heavy debt burden. Financial covenants including
minimum interest coverage, minimum fixed charge coverage, and
maximum debt leverage. Mandatory prepayments, with certain
exceptions, include 50% of net cash proceeds from any sale or
issuance of equity, 100% of the net cash proceeds of any sale or
other disposition by the borrower or any of its subsidiaries of
any assets, and 50% of excess cash flow. All such amounts will be
applied first to the prepayment of the term loan, and second to
cash collateralize the tranche B letter of credit facility.

Tenneco is a manufacturer of emissions control systems (65% of
revenues) and ride-control products (35%) for the automotive
original equipment (74%) market and aftermarket (26%). Operations
are geographically diverse, with 55% of sales coming from North
America, 35% from Europe, and 10% from the rest of the world.
Despite challenging market conditions in recent years, Tenneco has
maintained stable margins because of aggressive restructuring and
efficiency-improvement efforts and has reduced debt modestly.

"We expect intermediate-term credit protection measures to remain
weak, given Tenneco's substantial debt burden, challenges to
increase revenues and margins given intense competitive pressures
in the original equipment market, and the continued secular
decline of the aftermarket emissions control systems market," said
Mr. DiSenso. "However, operating performance should continue to
gradually improve as the firm benefits from new product
introductions, increased market penetration, greater content per
vehicle, and increased operational efficiencies."


TENNECO: Fitch Assigns B+ Sr. Bank Debt Rating after Refinancing
----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'B+' to Tenneco Automotive
Inc.'s senior secured bank debt in light of Tenneco's refinancing
of its senior credit facilities. The Rating Outlook remains
Stable.

The refinancing transaction increases the level of total net debt
by a nominal amount while the maturity of the revolver and term
bank debt are extended by several years. The size of the revolver
will be reduced from $450 million to $200 million, but augmented
by a $200 million Term Loan B L/C facility which can also be used
as a revolving line of credit to fund short-term borrowings. Fitch
expects that the resized revolver with the L/C facility along with
the cash on hand will provide adequate liquidity.

The new bank facilities will continue to be secured by nearly all
of the domestic assets. Within the term bank debt structure, the
incumbent A, B, and C tranches will be refinanced with a Term B
tranche and add-on senior secured notes. Through this refinancing,
the bulk of the term bank debt principal maturity will be pushed
out to 2010. Since its spin-off in 1999 with a highly levered
balance sheet, Tenneco has made progress in reducing total debt
levels through working capital reduction and operational cashflow.
And, despite vehicle build rate volatility in the OEM segment and
continued softness in the aftermarket segment, Tenneco's
consolidated operating performance has shown relative stability in
2003. Greater exposure to light truck platforms in the North
American OEM segment, stabilization of European OEM operations,
and good growth in the rest of world operations allowed for
overall operating profit stability. On-going cost reduction
efforts, relatively stable volume outlook for OEM production rates
amidst continuing pricing pressures, and improvements in the
aftermarket operations through enhanced product lines are all
expected to contribute to a relatively stable consolidated
operating performance into 2004.


TRANS ENERGY: Sept. Working Capital Deficit Balloons to $6.6M
-------------------------------------------------------------
Trans Energy Inc.'s condensed consolidated financial statements
are prepared using accounting principles generally accepted in the
United States of America applicable to a going concern which
contemplates the realization of assets and liquidation of  
liabilities in the normal course of business.  The Company has
incurred cumulative  operating losses through September 30, 2003
of $28,377,271, and has a working capital deficit at September 30,
2003 of $6,660,222.  Revenues have not been sufficient to  cover
its operating costs and to allow it to continue as a going
concern.  The potential  proceeds from the sale of common stock,
other contemplated debt and equity financing,  and increases in
operating revenues from new development would enable the Company
to continue as a going concern.  There can be no assurance that
the Company can, or will,  be able to complete any debt or equity
financing.  If these are not successful,  management is committed
to meeting the operational cash flow needs of the Company.

Total revenues for the three months ("third quarter") and nine
months ended September 30, 2003 increased 54% and 150%
respectively, when compared with the third quarter and first nine
months of 2002, due primarily to the increase in gas prices and
volume.  Cost of oil and gas for the third quarter and first nine
months of 2003 increased  128% and 139%,  respectively,  from the
comparable 2002 periods, due to price increases.

Salaries and wages increased 46% for both the third quarter and
first nine months of 2003 compared to the 2002 period, due to a
reallocation of wages out of general and administrative expenses.  
Selling, general and administrative expenses increased 17% in the
third quarter of 2003, but decreased 9% for the first nine months
of 2003.  These  results are attributed to changes in professional
fees and other operating expenses.  Depreciation, depletion and
amortization decreased 37% in the third quarter of 2003, but
increased 36% for the first nine months of 2003.  The decrease
during the third quarter  is attributed to the change in sales mix
with increased gas sales, and the increase for the first nine
months of 2003 is due to increased production.

Loss from operations for the third quarter of 2003 was $337,374
compared to $423,134 for the third quarter of 2002, and was
$975,744 for the first nine months of 2003 compared  to $876,325
for the first nine months of 2002.  The decrease in loss from
operations for the third quarter is primarily attributed to the
increased revenues and decreased  depreciation, depletion and
amortization, which more than offset the increase in the cost of
oil and gas. The increased loss for the first nine months of 2003
is primarily  attributed to the increase in the cost of oil and
gas, which was partially offset by the increased revenues. The
Company realized total other expenses of $96,958 during the third
quarter of 2003 compared to total other expenses of $126,676 for
the third quarter of 2002.  The decrease is attributed to a 25%
decrease in interest expense due to no  discounts to amortize in
2003 and paying off debt with proceeds from pipeline sales.  Total
other expenses for the first nine months of 2003 were $179,505
compared to total other expenses of $322,309 for the 2002 period.
This decrease was attributed primarily to the $112,235 gain on
disposal of assets during the first nine months of 2003.

As a percentage of total revenues, total costs and expenses
decreased from 249% in the third quarter of 2002 to 168% for the
third quarter of 2003, and from 239% for the  first nine months of
2002 to 162% for the first nine months of 2003. This improvement
is attributed to revenues increasing at a rate greater than the
increase in total costs  and expenses for the respective periods.

The net loss for the third quarter of 2003 was $425,429 compared
to $549,820 for the third quarter of 2003, and $1,155,249 for the
first nine months of 2003 compared to $1,198,634for the 2002
period.

For the remainder of fiscal year 2003, management expects selling,
general and administrative expenses to remain at approximately the
same rate as the first nine months of 2003.  The cost of oil and
gas produced is expected to fluctuate with the amount  produced
and with prices of oil and gas, and management anticipates that
revenues are likely to increase during the remainder of 2003.

The Company added its own footnote to its financial statements for
the periods ended September 30, 2003 stating that because of
continued losses, working capital deficit and need for additional
funding, there is substantial doubt as to whether Trans Energy can
continue as a going concern.  

                 Liquidity and Capital Resources

Historically, the Company has satisfied its working capital needs
with operating  revenues and from borrowed funds.  At
September 30, 2003, it had a working capital deficit of $6,600,222
compared to a deficit of $6,332,583 at
December 31, 2002.  This 4% increase in working capital deficit is
primarily attributed to the increase in accounts  payable, accrued
expenses and salaries payable.

During the first nine  months of 2003, operating activities used
net cash of $75,124  compared to net cash used of $241,701 for the
first nine months of 2002.  These results  are primarily
attributed to increases in accounts receivable and the increased
depletion rate of gas wells.  Net cash provided by investing
activities in the first nine months of 2003 was $240,000, compared
to net cash used by investing activities of $49,463 in the 2002
period.  The increase is due to proceeds realized from the sale of
assets in the 2003 period.

During the first nine months of 2003, the Company used net cash of
$177,103 by financing activities compared to net cash realized of
$289,673 in the first nine months of 2002.  These results are
attributed to the pay down of debt in 2003 from the sale of assets
and a stock subscription deposit in 2002.

The management of Trans Energy anticipates meeting its working
capital needs during the remainder of the current fiscal year with
revenues from operations, particularly from its Powder River Basin
interests in Wyoming and New Benson gas wells drilled in West
Virginia.  In the event revenues are not sufficient to meet
working capital needs, the Company will explore the possibility of
additional funding from either the sale of debt or equity
securities.  There can be no assurance such funding will be
available to Trans Energy or, if available, it will be on
acceptable or favorable terms.

As of September 30, 2003, Trans Energy had total assets of
$1,968,816 and total stockholders' deficit of $5,048,175, compared
to total assets of $2,747,636 and total stockholders' deficit of
$3,938,719 at December 31, 2002.


UNITED AIRLINES: November 2003 Traffic Increases by 2.4%
--------------------------------------------------------
United Airlines (OTC Bulletin Board: UALAQ) reported its traffic
results for November 2003.  

United reported a passenger load factor of 75.7 percent, up 6.5
points over November 2002.  Total scheduled revenue passenger
miles increased in November 2003 by 2.4 percent on a capacity
decrease of 6.3 percent vs. the same period in 2002.

United employees delivered a strong operational performance to
make the busiest U.S. travel weekend of the year seamless for
customers traveling for the Thanksgiving holiday. From Wednesday,
November 26 through Sunday, November 30, United:

     -- Had only one flight cancellation out of 7,614 departures;

     -- Flew more than 960,000 customers, and

     -- Experienced an average 80 percent load factor with three
        out of four flights leaving exactly on time.

"Our United team delivered the most reliable holiday weekend
performance we've seen in recent years," said Pete McDonald,
executive vice president-Operations. "These results are even more
impressive considering we added more than 150 flights to our
regular schedule to meet the holiday travel needs of our
customers."

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


US AIRWAYS: Limbach Moves for Summary Judgment on Two Claims
------------------------------------------------------------
Pursuant to Rule 7056 of the Federal Rules of Bankruptcy
Procedure, Limbach Company LLC and Limbach Company LLC/Parker
Associates, a Joint Venture, ask Judge Mitchell to issue a
Partial Summary Judgment precluding the US Airways Group Debtors
from asserting backcharges or similar set-offs with respect to
Claim Nos. 4388 and 4389.

Robert A. King, Esq., at Reed, Smith, in Pittsburgh,
Pennsylvania, recounts that Limbach asserted claims seeking a
financial recovery due under the terms of certain construction
contracts with the Debtors.  In its defense of those claims, the
Debtors asserted "backcharges" as a set-off to Limbach's claims.  
However, the Debtors are legally precluded from asserting
backcharges or similar set-offs because they terminated the
Contracts for convenience rather than for cause.

The Debtors alleged backcharges against Limbach for deficient
work or extra work necessitated by alleged failures.
Subsequently, the Court entered Orders:

     (i) granting the Debtors' Motion for Partial Summary
         Judgment; and

    (ii) denying Limbach's Motion to enforce cure the Debtors'
         obligations under a Development Lease.

These Orders do not bear on the backcharges and set-off issues.

Mr. King asserts that, pursuant to Rule 56(c) of the Federal
Rules of Civil Procedure, summary judgment is appropriate when
there are no genuine issues of material fact and the moving party
is entitled to judgment as a matter of law.  In Celotex Corp. v.
Catrett, 477 U.S. 317, 323 (1986), Mr. King notes, summary
judgment is warranted where the plaintiffs cannot establish an
essential element of their claim.

Because the Debtors chose to terminate the Contracts for
convenience, rather than for cause, Mr. King contends that the
Debtors have no legal basis to deprive Limbach from recovery.  
They are precluded from attempting to backcharge or set-off
amounts due Limbach under the termination for convenience
provisions.  Once a contract is terminated for convenience, the
party cannot say that the contract was terminated for cause and
argue for deficiency damages.  Mr. King notes that in Linan-Faye
Constr. Co., Inc. v. Housing Auth. Of the City of Camden, 847 F.
Supp. 1191 (D.N.J. 1994), the intent of a termination for
convenience provision is to give an owner a mechanism to
extricate itself from a contractual relationship without fear of
a claim of wrongful termination.

If the Debtors thought they had cause to terminate the Contracts,
and wanted to preserve their rights to defend on that basis, they
were required to terminate the Contracts under Article 17.1,
"Termination By Owner For Default."  The Debtors may not have it
both ways, but based on the backcharges, that is exactly what
they want.  Mr. King notes that the Debtors submitted an expert
report wherein they claim backcharges in connection with the
Terminal One Electrical Contract for $1,495,204 and backcharges
in connection with the Terminal One Mechanical Contract for
$1,158,020.  Mr. King maintains that the Debtors made a conscious
choice to terminate for convenience and are foreclosed from
asserting backcharges based on default termination provisions.

To allow the Debtors to use the termination for convenience
provisions to bar Limbach's claims, while preserving their own
claims, would in effect condone an illusory contract.  If the
Debtors wanted it both ways, they should have inserted language
into the Contract to preserve their rights for damages where the
termination for convenience clause was invoked.

The Court is faced with a straightforward legal issue.  Can the
Debtors assert backcharges against Limbach where they have
terminated their Contracts for convenience rather than for cause?  
As a legal matter, Mr. King says, the answer is clearly no.  The
Debtors elected to proceed via a certain route and changed their
mind during the course of this litigation.  At the time, the
Debtors believed that termination for convenience best served
their interests.  Now, with the benefit of hindsight, they want
to magically change that convenience termination into one for
cause. (US Airways Bankruptcy News, Issue No. 43; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


US AIRWAYS: Mainline Revenue Passenger Miles Up by 8.3% in Nov.
---------------------------------------------------------------
US Airways reported its November 2003 passenger traffic.

Mainline revenue passenger miles for November 2003 increased 8.3
percent on a 1.6 percent drop in available seat miles compared to
November 2002.  The passenger load factor was 72.6 percent, a 6.7
percentage point increase compared to November 2002.

Year-to-date 2003 revenue passenger miles decreased 6.5 percent on
9.6 percent less capacity compared to January through November
2002.  The passenger load factor for the period was 73.3 percent,
a 2.4 percentage point increase compared to the first 11 months of
2002.

The three wholly owned subsidiaries of US Airways Group, Inc. --
Allegheny Airlines, Inc., Piedmont Airlines, Inc., and PSA, Inc.
-- reported a 10.4 percent decrease in revenue passenger miles for
the month of November on 15.1 percent less capacity compared to
the same period in 2002.  The passenger load factor was 57.1
percent, a 3.0 percentage point increase compared to November
2002.

Year-to-date 2003, the three wholly owned US Airways Express
carriers reported a 15.4 percent decrease in revenue passenger
miles on 15.5 percent less capacity compared to January through
November 2002.  The passenger load factor was 53.1 percent, a 0.1
percentage point increase compared to the first 11 months of 2002.

"The demand for air travel in November was very strong, especially
over the Thanksgiving holiday, when we ran a near-perfect
operation," said US Airways Senior Vice President of Marketing and
Planning B. Ben Baldanza. "Although we are somewhat encouraged by
these results, we must stay focused on finding ways to further
reduce unit costs as this volume of traffic is driven primarily
through low fares."

System mainline passenger unit revenue for November 2003 is
expected to increase between 8 percent and 9 percent compared to
November 2002.

US Airways ended the month by completing 99.2 percent of its
scheduled flights.


USGEN: GMP Wants Rockingham Property Condemnation Stopped
---------------------------------------------------------
Green Mountain Power (NYSE:GMP) Thursday filed an action in the
Windham Superior Court asking that Rockingham be stopped from
taking over Green Mountain Power's utility property located in the
Town. Rockingham's Selectboard has stated that the Town intends to
become a municipal utility and to take over the USGen New England
Group's Bellows Falls hydroelectric facility.

"The town is pursuing an unlawful process to try to condemn Green
Mountain Power's property through action of the Selectboard, when
Vermont law requires that this be done by the Vermont Public
Service Board," said Don Rendall, Green Mountain Power's general
counsel. "The proper procedure for Rockingham to follow is very
clearly spelled out in Vermont law. We have asked the court to
order Rockingham to follow the law."

Vermont law requires that Rockingham file a petition before the
Vermont Public Service Board, which will assess the amount of
compensation due Green Mountain Power, including severance
damages. This will ensure that other Green Mountain Power
customers are not harmed by Rockingham's municipalization effort.

"In addition, under Vermont law, the reason a municipal utility
may acquire facilities is to meet its own customers' needs," Mr.
Rendall said.

The USGen facility is so large that less than 20 percent of its
output is needed to serve the entire Town of Rockingham, leaving
the remaining 80 percent to be sold in the wholesale electricity
market. Green Mountain Power's legal action also asks the Court to
rule that Rockingham has no legal authority to proceed with this
plan to take over both the dam and the Company's property.

In a municipal utility condemnation process, the Vermont Public
Service Board will determine not only the appropriate price for
the plant and property that changes hands, but it will assess the
amount of damages caused by separating the Town from the utility's
existing system. The severance compensation is critical because it
protects Green Mountain Power's remaining customers from unfairly
paying higher costs for common services and facilities that served
Green Mountain Power's entire system, including Rockingham, but
would be rendered surplus if the town left Green Mountain Power's
system. Severance compensation would also cover the costs to
physically separate Rockingham from Green Mountain Power's
integrated system.

"We have an obligation to protect our remaining customers if
Rockingham decides to become its own municipal utility. Certainly
Rockingham should not expect other Green Mountain Power customers
to subsidize its efforts, and we will make every effort to ensure
that they don't," said Mr. Rendall. "That effort begins with
making sure that Rockingham follows Vermont law and acts only for
lawful purposes."

Central Vermont Public Service also provides service to a small
section of Rockingham and has joined with Green Mountain Power in
bringing the Superior Court Action. In a separate proceeding,
USGen, now in bankruptcy, has sought a stay of the condemnation
proceeding before the bankruptcy court. USGen is not a part of the
Superior Court action.


U.S. STEEL: Airs Disappointment with Gov't Tarriff Decision
-----------------------------------------------------------
Officials of United States Steel Corporation (NYSE: X) expressed
deep disappointment in Thursday's decision by President Bush to
yield to pressure from the World Trade Organization and various
foreign governments to lift Section 201 steel safeguard tariffs
more than 15 months before they were due to expire in March 2005.

"The President made the right decision last March when he put
these tariffs in place," said Thomas J. Usher, chairman and CEO of
U. S. Steel.  "He recognized that after 50 years of foreign
government subsidies and other market distortions, the domestic
industry needed some breathing space from import surges.  The
tariffs were working as planned, and have been instrumental in
bringing about the improvements in the industry that we've seen
over the last two years."

"This decision will complicate the historic restructuring that is
ongoing in the industry," said Mr. Usher, "and will be
particularly difficult for weaker industry players."

President Bush initially implemented safeguard relief on March 6,
2002, after the non-partisan U.S. International Trade Commission
unanimously determined, based on the most exhaustive investigation
of its type in history, that imports were a substantial cause of
serious injury to domestic producers of flat-rolled steel.  The
President announced a three-year program of relief designed to
help an industry that had already suffered over 30 bankruptcies
and was threatened with the permanent closure of much of its
capacity.

The ITC's mid-term report, issued in September, demonstrated that
domestic flat-rolled producers met every requirement under the law
for retention of the relief -- spending over $3 billion on
consolidation and restructuring, reaching groundbreaking new
agreements with United Steelworkers of America, and taking far-
reaching steps to cut costs and improve productivity.  The report
also showed that any costs to consumers or the economy were
negligible, and that in fact steel consumers performed far better,
and saw fewer job losses, after the relief was put in place than
before.

"This decision will only make it harder to deal with the
underlying problems distorting the global steel market," Mr. Usher
explained.  The steel program announced by the President in
connection with the initiation of the Section 201 relief also
included initiatives to address global excess capacity and market-
distorting practices in the steel sector.  Ongoing talks at the
Organization for Economic Cooperation and Development have focused
on these issues, and have prompted negotiations relating to a
potential new steel subsidies agreement.

"Without the discipline of these tariffs in the U.S. market, it
will be much more difficult to get our trading partners to
seriously address the subsidies and other unfair practices that
have plagued the global industry for decades and that have led to
hundreds of millions of tons of excess capacity," Mr. Usher
commented.

Mr. Usher leveled his harshest criticism at the WTO, which
recently issued an adverse ruling on the steel safeguard measures.  
"The unelected bureaucrats at the WTO are making a mockery of the
global trading system.  They have struck down every safeguard
action they have ever reviewed, and increasingly view it as their
province to rewrite laws and policies passed by the U.S. Congress.  
This can't help but raise serious questions about whether this
institution, operating in its current form, is really in the best
interest of American workers and businesses."

Notwithstanding the President's decision, Mr. Usher emphasized
that U. S. Steel will continue its efforts to adjust to import
competition and resist unfair trade. "We are making all the right
decisions with regard to our operations, and we will carry forward
with the fundamental steps we are taking to reduce costs and
integrate our facilities," he said.  "We are encouraged by the
Administration's statements that it will forcefully and
aggressively respond to unfair trade in this market.  We intend to
work closely with the Administration in this regard, and will be
actively looking at new cases to respond to dumping and unfair
foreign subsidies in the days ahead."

United States Steel Corporation (S&P, BB- Corporate Credit Rating,
Negative) is engaged domestically in the production, sale and
transportation of steel mill products, coke and taconite pellets
(iron ore); steel mill products distribution; the management of
mineral resources; the management and development of real estate;
engineering and consulting services; and, through U. S. Steel
Kosice in the Slovak Republic and U. S. Steel Balkan, d.o.o. in
Serbia, in the production and sale of steel mill products and coke
primarily for the central and western European markets. As
mentioned in Note 5, effective June 30, 2003, U. S. Steel is no
longer involved in the mining, processing and sale of coal.


VERTEX: S&P Withdraws B+ Rating After Acquisition by L-3
--------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
the 'B+' corporate credit rating, on aviation technical service
provider Vertex Aerospace LLC and removed the ratings from
CreditWatch, where they were placed on Oct. 23, 2003. "The ratings
were withdrawn as a result of the company being acquired by L-3
Communications Corp. (BB+/Stable/-) for $650 million and
having all its rated bank debt repaid," said Standard & Poor's
credit analyst Christopher DeNicolo.


VIRAGEN INC: Elects Randolph A. Pohlman as Independent Director
---------------------------------------------------------------
Viragen, Inc. (Amex: VRA) announced changes to the Company's Board
of Directors that result in it being comprised of a majority of
independent members.

Randolph A. Pohlman, PhD., has been elected as a new independent
Director for Viragen.  He currently serves as the Dean of the H.
Wayne Huizenga School of Business and Entrepreneurship at Nova
Southeastern University, the largest independent institution of
higher education in the state of Florida and among the top 20
largest independent institutions nationally.

"It has been my experience that truly visionary companies are the
most resilient at finding ways to create value and organizational
growth and I believe that Viragen possesses those kinds of
qualities -- with its people, products and partners," stated Dr.
Pohlman.  "I look forward to working closely with the Board to
help the Company accomplish its objectives."

Prior to his arrival at Nova Southeastern University, Dr. Pohlman
was a senior executive at Koch Industries, the second-largest
privately held company in the United States.  He was recruited to
Koch via Kansas State University, where for more than ten years,
he served KSU in a variety of administrative and faculty
positions, including holding the L.L. McAninch Chair of
Entrepreneurship and Dean of the College of Business.  Dr. Pohlman
also served as a Visiting Research Scholar at the University of
California, Los Angeles, and was a member of the Executive
Education Advisory Board of the Wharton School of the University
of Pennsylvania.

Viragen also reported the voluntary resignation of Viragen
executive, Mr. Dennis W. Healey, from the Company's Board of
Directors, which assures that the Board is now comprised of an
independent majority.  Mr. Healey will continue to serve in his
roles as Executive Vice President and Chief Financial Officer.

Viragen's Chairman, Mr. Carl Singer, commented on the changes, "We
have taken the appropriate measures to adhere to expected
corporate governance standards related to Board independence,
committee structure and transparency, and we have proactively done
so before the American Stock Exchange has declared these as being
mandatory regulations.  We will continue to strive to implement
strategies that better serve the interests of our stockholders and
seek to add valuable expertise like that of Dr. Pohlman."

Viragen is a biotechnology company specializing in the research,
development and commercialization of natural and recombinant
protein-based drugs designed to treat a broad range of viral and
malignant diseases.  These protein-based drugs include natural
human alpha interferon, monoclonal antibodies, peptide drugs and
therapeutic vaccines.  Viragen's strategy also includes the
development of Avian Transgenic Technology for the large-scale,
cost-effective manufacturing of its portfolio of protein-based
drugs, as well as offering Contract Manufacturing for the
biopharmaceutical industry.

Viragen is publicly traded on the American Stock Exchange (Amex:
VRA). Viragen's majority owned subsidiary, Viragen International,
Inc., is publicly traded on the Over-The-Counter Bulletin Board
(OTC Bulletin Board: VGNI). Viragen's key partners and licensors
include: Roslin Institute, Memorial Sloan-Kettering Cancer Center,
Cancer Research UK, University of Nottingham (U.K.), University of
Miami, America's Blood Centers and the German Red Cross.

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

                           *    *    *

        Needs New Financing to Continue Beyond June 30, 2004

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

"As of September 30, 2003, we had on-hand approximately $8,382,000
in cash. As of September 30, 2003, we had working capital of
approximately $9,384,000 compared to working capital of
approximately $2,475,000 as of June 30, 2003. The increase in
working capital of approximately $6,909,000 compared to the
previous fiscal year end balance was due primarily to
approximately $6,077,000 raised through private equity placements
and exercises of private placement warrants which were offset in
part by the use of cash to fund operating activities totaling
approximately $3,497,000, capital expenditures totaling
approximately $44,000 and the repayment of convertible debentures,
short term borrowings and long term debt of approximately
$237,000.

"We have experienced losses and a negative cash flow from
operations since inception. During the quarter ended September 30,
2003, we incurred a loss of approximately $3,903,000. For the
fiscal years ended June 30, 2003, 2002 and 2001 we incurred losses
of approximately $17,349,000, $11,089,000, and $11,008,000,
respectively. At September 30, 2003 we had an accumulated deficit
of approximately $106,194,000. Management anticipates additional
future losses as it commercializes its natural human alpha
interferon product and conducts additional research activities and
clinical trials to obtain additional regulatory approvals.
Management believes we have enough cash to support operations
through June 30, 2004. However, we will require substantial
additional funding to support our operations subsequent to
June 30, 2004. Management's plans include obtaining additional
capital through equity and debt financings. No assurance can be
given that additional capital will be available when required or
upon terms acceptable to us.

"Our future capital requirements are dependent upon many factors,
including: revenue generated from the sale of our natural human
alpha interferon product, progress with future and ongoing
clinical trials; the costs associated with obtaining regulatory
approvals; the costs involved in patent applications; competing
technologies and market developments; and our ability to establish
collaborative arrangements and effective commercialization
activities. For all of fiscal 2004, we anticipate the need of
approximately $8.5 to $9.0 million for operating activities, $1.5
million for investing activities and $2.5 million to service our
financing obligations assuming that the outstanding convertible
debentures are repaid in cash and are not converted into common
stock by our investors.

"Manufacturing of our natural human alpha interferon at our leased
facility in Umea, Sweden, has been suspended since March 31, 2003.
This planned break in routine manufacturing was necessary to allow
for certain steps of the production process to be segregated and
transferred to our owned facility which is also located in Umea,
Sweden. The need for the renovation of our owned facility has been
discussed with the Swedish Medical Product Authority and it has
been agreed that this is a mandatory requirement. We remain in
communication with the MPA on the final design of this facility
and on the implementation of production activities. Renovation of
this facility commenced in 2003 and is in line with our plan to
expand our productive capacity of our natural human alpha
interferon. The estimated total cost of this initial phase is $1.2
million and it is scheduled to be completed during 2004. We
believe that our current inventory levels are sufficient to meet
our current sales forecasts during the period which routine
production is planned to be suspended. We plan to expand the use
of our owned facility in phases based on product demand and
available financing. Maximum expansion, if warranted, could cost
up to an additional $10 million

"On September 29, 2003, we sold approximately 22.7 million shares
of our common stock to institutional investors at $0.224 per share
for an aggregate amount of approximately $4.775 million, net of
finder's fees and related expenses. In connection with this
transaction, we also issued approximately 4.46 million common
stock purchase warrants with exercise prices ranging from $0.224
to $0.28. The exercise prices these warrants are subject to
adjustment downward depending upon future equity transactions.


"During the three months ended September 30, 2003, we issued
approximately 8.97 million shares of our common stock upon the
exercise of common stock purchase warrants at prices ranging from
$0.056 to $0.1722 resulting in net proceeds to us of approximately
$1.3 million. Subsequent to September 30, 2003 and through
November 7, 2003, we have issued approximately 2.9 million shares
of our common stock upon the exercise of common stock purchase
warrants at prices ranging from $0.0625 to $0.224 per share,
resulting in net proceeds to us of approximately $600,000."


WARNACO: Sportswear Pres. John Kourakos Acquires 240K Shares
------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission on November 13, 2003, John Kourakos, Sportswear Group
President of Warnaco Group, Inc., discloses his acquisition of
240,000 shares of Warnaco Common Stock, par value $0.01 per
share, on the same date. (Warnaco Bankruptcy News, Issue No. 56;
Bankruptcy Creditors' Service, Inc., 215/945-7000)  


WATEC AMERICA CORP: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Watec America Corporation
        3155 E. Patrick Lane #10
        Las Vegas, Nevada 89120

Bankruptcy Case No.: 03-24911

Type of Business: The company is a developer, manufacturer, and
                  seller of CCD cameras and CCTV peripheral
                  equipment.

Chapter 11 Petition Date: December 5, 2003

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Terry V. Leavitt, Esq.
                  Graves & Leavitt
                  601 South 6th Street
                  Las Vegas, NV 89101
                  Tel: 702-385-7277

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 8 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Watec Co, LTD                 Judgment                $2,489,118
c/o Law Offices of Nakasaka
C. "Kella" Nakasaka, Esq.
350 S. Figueroa St., Ste
190 Los Angeles, CA 90071

Nippon Engineering & Trading  Vendor                    $449,104
Co. Ltd.
#402, 13-2 Minamiayma
6-Chame Minato-Ku Tokyo
107-0062, Japan

Bank of America               Loan                      $341,099
P.O. Box 591002
Las Vegas, NV 89159

Prudential Financial          Loan                      $150,000

Farmers Insurance Group       Insurance policy           Unknown
of Companies

Mid Centuries Insurance       Insurance                  Unknown
Company

Myers Daws Andras & Sherman   Legal Fees                 $48,166
LLP

Patrick Park Center           Property located at        Unknown
                              3155 E. Patrick Lane
                              #10, Las Vegas
                              Nevada


WEIRTON STEEL: Expects to Endure End of 201 Tariff Program
----------------------------------------------------------
Weirton Steel Corp. officials said that while they are
disappointed with President Bush's decision to end the Section 201
steel import tariffs, the company will not be as negatively
impacted as once believed.

"We thank President Bush for providing the tariffs for the past 20
months. They have helped our industry.  However, we prefer the
tariffs would have continued as a safeguard from future import
surges and to send a strong message to the World Trade
Organization and its member  nations not to interfere in our
affairs or violate our trade laws," said D. Leonard Wise, Weirton
Steel chief executive officer.

Wise said other nations arbitrarily place trade barriers on
imports, but the U.S. only does so after conducting thorough
investigations based on law.

    LIFE WITHOUT TARIFFS -- PROJECTIONS FOR THE INDUSTRY

"Now that the tariff decision has been made, we're at least
fortunate the world economic climate has improved since last year
when the tariffs were imposed.  This will ease any negative
effects of losing the tariffs.  Steel industry forecasters expect
improvements within the industry in 2004 and possibly through
early 2005.  There is reason for optimism."

Wise said benefits of the Section 201 tariffs and positive signs
for the industry include:

     -- The tariffs helped force overseas steel prices to rise,
        making foreign steel markets more attractive than U.S.
        markets to foreign competitors.

     -- With foreign steel markets improved -- coupled with a
        weaker U.S. dollar, which makes foreign steel more
        expensive - it is expected that steel imports will not
        reach crisis levels as they did during the late 1990s
        through early 2002.

     -- Improvements and growth in the U.S. economy and in foreign
        economies helped increase global demand for steel.

     -- Increased ocean freight rates make raw materials more
        expensive for foreign competitors and finished steel
        imports more expensive than in the U.S.

     -- Price increases set for early 2004 by U.S. steel producers
        on specific products are expected to be implemented while
        foreign producers' price hikes in overseas markets are
        expected to do the same.

     -- Steel imports through October of this year have dropped 29
        percent compared to the same year-to-date period in 2002.

"Weirton Steel has many issues to tackle including increased raw
material and energy costs.  But regarding the marketplace, the
timing couldn't be better for us.  If we're able to meet our
restructuring goals, we could emerge from bankruptcy in time to
take full advantage of an upswing in the marketplace.  We need to
get the job done here so we don't miss this opportunity," Wise
noted.

                       TIN MILL PRODUCTS

Wise added that although the steel tariffs are ending, Weirton
Steel's tin mill products will continue to be shielded from Japan,
one of the company's largest competitors in domestic TMP markets.

"Currently, there is a 95 percent antidumping duty on Japanese TMP
imports.  This particular tariff wasn't imposed under the
president's 201 program.  Therefore, the 95 percent tariff will
remain in place through at least 2005," Wise noted.

The Japanese TMP tariff is the result of a trade complaint Weirton
Steel filed in 2000 with the U.S. Commerce Department and the U.S.
International Trade Commission.  The government agreed Japan was
selling its TMP in the U.S. at prices that violated U.S. trade
laws.

"We credit the Bush administration for including TMP in the 201
tariff program.  TMP was not recommended to the president for a
tariff.  Weirton Steel led an 11th hour campaign to include TMP,
something the administration decided to do," Wise explained.

            PREVENTING ANOTHER STEEL IMPORT CRISIS
                  -- QUICK RESPONSE IS KEY

Wise said the Bush administration and Congress must address
certain issues to prevent another steel import crisis.

"Based on the world economic landscape, we presently don't foresee
foreign steelmakers having the incentive to dump their products
here in 2004. However, our government leaders must help resolve
the issues of global steel overproduction, subsidization of
foreign steel mills and manipulation of currencies.  The U.S.
needs to reach a settlement with other nations on these matters or
we could very well see another devastating flood of imports," Wise
noted.

"We support closer monitoring of steel imports at our borders in
order to quickly detect increases before the situation gets out of
control -- something Weirton Steel has sought for years.  With our
current system, the harm has already occurred before it's
discovered our trade laws have been violated and/or import surges
have taken hold.  The key is stopping the problem before it gets
out of control.  In addition, if surges occur in the future, we
expect the president to intervene as he did last year by again
imposing the 201 tariffs."

Bush imposed the tariffs in March 2002 under Section 201 of the
Fair Trade Act of 1974.  Descending tariffs, placed on 16 types of
steel products, were scheduled to continue through March 2005.

The law maintains the tariffs must be reviewed halfway through the
program, or this past September.  After the review, the president
had the option of maintaining the program, modifying it or
terminating the tariffs.

"We also thank our local Congressional and Ohio Valley elected
delegations for their bi-partisan support of our company and our
industry through difficult times.  Their assistance has been
immeasurable," Wise said.

Weirton Steel is the fifth largest U.S. integrated steel company
and the nation's second largest producer of TMP.  The company,
which employs 3,425, filed for bankruptcy protection on May 19.


WESTAR ENERGY: Responds to Indictments of Two Former Executives
---------------------------------------------------------------
Westar Energy learned this morning that a federal grand jury has
indicted two former executives, David C. Wittig and Douglas T.
Lake, on charges related to their conduct during their service as
officers, which ended in late 2002.

"It is inappropriate for us to comment or speculate about the
specific charges in the indictments," said Jim Ludwig, vice
president, public affairs. "We have confidence in the judicial
process. The conduct and activities related to these charges were
exhaustively examined in a report of a Special Committee of the
company's Board of Directors publicly released in May 2003."

As previously disclosed, Westar Energy has not been advised by the
U.S. Attorney's office that the company is a target of its
investigation. Westar Energy continues to cooperate with the U.S.
Attorney's office.

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

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


WHEELING-PITTSBURGH: Trade Panel Objects to $600K Alix Fee
----------------------------------------------------------
The Official Committee of Unsecured Trade Creditors in Wheeling-
Pittsburgh Steel Corp.'s Chapter 11 cases does not consent to the
payment of a consummation fee to AlixPartners, LLC.  The U.S.
Trustee supports the Trade Committee's objection.

Michael A. Gallo, Esq., at Nadler Nadler & Burman Co. LPA, in
Youngstown, Ohio, asserts that AlixPartners has been adequately
compensated for its services and no further fees is warranted
under the circumstances.  

AlixPartners, formerly known as Jay Alix & Associates, represented
by Michael P. Shuster, Esq., at Hahn Loeser & Parks LLP, in
Cleveland, Ohio, recounts that AlixPartners was retained as
restructuring consultants to the Debtors.  The retention
application, as well as the underlying engagement letter,
recognized that AlixPartners could request a success fee of as
much as $2,500,000 in the event the Debtors consummated a
confirmed plan of reorganization.  Prior to accepting the
engagement with Debtors, AlixPartners priced the engagement,
negotiated the success fee as part of its total compensation
package, and took the success fee into account in accepting the
work from Debtors in a busy market.

The Debtors' cases resulted in a confirmed and consummated plan of
reorganization.  The services of AlixPartners, including the
development of liquidity tracking systems, played a significant
role in keeping the Debtors' cases from becoming a piecemeal
liquidation, and thus contributed to the confirmed and consummated
plan.

Given the outcome in the Debtors' cases, AlixPartners was entitled
to request the full amount of its $2,500,000 success fee.  
However, being sensitive to developments in the case, AlixPartners
consulted the Debtors regarding the payment of the full amount of
the success fee.  As a result of discussions with the Debtors and
various parties-in-interest, AlixPartners reduced its success fee
request from $2,500,000 to $600,000 and believes that its request,
as reduced, has the support of all parties-in-interest, except the
U.S. Trustee and the Trade Committee.  Excluding the requested
success fee, neither the U.S. Trustee nor the Committee objects to
the fees AlixPartners is seeking.

Mr. Gallo points out that AlixPartners is neither a law firm nor
an accounting firm.  AlixPartners is a turnaround/management
restructure consulting firm.  Unlike law firms and accounting
firms, success fees are a normal part of compensation for
turnaround firms, management restructure consulting firms, and
investment banking firms.  As the Bankruptcy Court for the
Southern District of Ohio held in the case of In re Cardinal
Indus., Inc., 151 B.R. 843 (Bankr. S. D. Ohio 1993), in which a
chapter 11 operating trustee was awarded a fee of $2.1 million,
plus a success fee of 50,000 shares of stock, "success-factor
bonuses are a normal part of compensation arrangements for
management restructure consultants and . . . such bonuses
generally far exceed the time value of the consultant's services
on a lodestar basis.  Indeed, the time value component is referred
to as the base salary, apparently payable to the consultant even
if success is not achieved."

AlixPartners and its affiliates perform many different services,
including performance improvement, information technology
turnaround, crisis management, claims management, and financial
advisory services.  AlixPartners, as well as other turnaround
firms, regularly receive success fees both inside and outside of
bankruptcy cases.  When Congress passed the Bankruptcy Reform Act
of 1978, it decided to remove the "spirit of frugality" as a
factor in bankruptcy professional fees. The standard is now to the
cost of comparable services in a non-bankruptcy setting.

Thus, Mr. Gallo asserts, Judge Bodoh should award AlixPartners its
requested success fee of $600,000, especially since that amount
represents a $1.9 million reduction from the success fee of $2.5
million authorized in AlixPartner's retention agreement with the
Debtors.

John A. Motuisky, a Managing Member of Stonehill Capital
Management LLC and acted as the unofficial chairperson of the
Noteholders' Committee in the Debtors' cases, support the payment
of the required success fee to AlixPartners. (Wheeling-Pittsburgh
Bankruptcy News, Issue No. 50; Bankruptcy Creditors' Service,
Inc., 215/945-7000)  


WICKES INC: Extends Junk Bond Exchange Offers Until Wednesday
-------------------------------------------------------------
Wickes Inc. (OTCBB:WIKS.OB), a leading distributor of building
materials and manufacturer of value-added building components,
announced that the expiration date for its offer to exchange (i)
cash and its new 10% Convertible Notes due June 15, 2007 or (ii)
its new Convertible Notes, for all of its $21,123,000 aggregate
principal amount of outstanding 11-5/8% Senior Subordinated Notes
due December 15, 2003 has been extended to 5:00 p.m., New York
City time, on Wednesday, December 10, 2003.

The closing of the exchange offer is subject to, among other
things, (i) the Company obtaining additional senior secured
financing, (ii) the consent of its senior lenders to complete the
exchange offer, and (iii) a minimum of 95%, or $20,067,000, of
Senior Subordinated Notes validly tendered and not withdrawn prior
to the expiration date.

To date, holders of $8,971,000, or approximately 42.5 percent, of
the outstanding principal amount of senior subordinated notes have
tendered their notes for exchange. This amount includes $3,549,515
principal amount of senior subordinated notes tendered by the
largest holder of notes, Barry Segal of Bradco Supply,
representing approximately 16.8 percent of the outstanding senior
subordinated notes.

Commenting on the status of the offer, Jim Hopwood, Wickes Chief
Financial Officer, stated, "Management has worked very hard to
contact note holders and clearly explain that while Jim O'Grady's
return as President and CEO is key to improving the trends in our
business, we currently do not have the ability to pay our senior
subordinated notes when they mature on December 15, 2003. We do,
however, believe the convertible notes being offered in the
exchange provide a unique opportunity for note holders to receive
interest on their notes and share in our success as we work to
improve profitability. Senior management is committed to Wickes'
success as well, and we have agreed to purchase more than 15
percent of the common stock of the Company for $0.50 per share in
cash from Barry Segal, contingent only upon the closing of our
exchange offer."

Jim O'Grady, Wickes President and Chief Executive Officer added,
"Our entire team has worked diligently to grow sales while
significantly reducing expenses over a very short period of time.
Equally important to our success, we need every holder of our
senior subordinated notes to participate in the exchange offer. I
must reiterate and make it clear that every note holder's
commitment is necessary to allow the Company to improve its
capital structure and avoid a default on our notes. An outcome
with less than everyone's participation in our exchange offer will
significantly limit the choices available to the Company and our
note holders."

On November 4, 2003 the Company commenced an offer to exchange (i)
cash and its new 10% Convertible Notes due June 15, 2007 or (ii)
its new Convertible Notes, for all of its $21,123,000 aggregate
principal amount of outstanding 11-5/8% senior subordinated notes
due December 15, 2003. Tendering note holders may elect to receive
for each $1,000 principal amount of senior subordinated notes
tendered, either (i) $500 in cash and $250 principal amount of new
Convertible Notes or (ii) $1,000 principal amount of new
Convertible Notes. In either event, if the exchange offer is
completed, tendering note holders will also receive accrued and
unpaid interest on the Subordinated Notes from June 16, 2003
through the closing date of the exchange offer.

WICKES INC. -- whose September 27, 2003 balance sheet shows a
total shareholders' equity deficit of about $12.7 million -- is a
leading distributor of building materials and manufacturer of
value-added building components in the United States, serving
primarily building and remodeling professionals. The Company
distributes materials nationally and internationally, operating
building centers in the Midwest, Northeast and South. The
Company's building component manufacturing facilities produce
value-added products such as roof trusses, floor systems, framed
wall panels, pre-hung door units and window assemblies. Wickes
Inc.'s web site, http://www.wickes.com,offers a full range of
valuable services about the building materials and construction
industry.


WILLIS GROUP: Completes Arrangement of New Credit Facilities
------------------------------------------------------------
Willis Group Holdings (NYSE: WSH), the global insurance broker,
has completed negotiation of a $600 million credit agreement,
consisting of a $450 million 5-year term loan facility and a $150
million revolving credit facility.

These new credit facilities are unsecured and subject to
investment grade terms. The new facilities will replace the
company's existing bank loan facility, which the company repaid in
November. Proceeds of the new facilities will be used to retire
the company's outstanding senior subordinated notes and for
general corporate purposes. Both the term loan and the revolving
credit facility will bear interest at an initial rate of LIBOR
plus 95 basis points, subject to adjustment based on future
changes in the company's leverage and credit ratings.

The new facilities were arranged by Banc of America Securities
Limited, Citigroup Global Markets Limited, JP Morgan Securities
Inc and The Royal Bank of Scotland plc.

Joe Plumeri, Chairman and CEO of Willis Group Holdings, said
"Willis recently announced our fifteenth consecutive quarter of
record results and an increase in our debt rating to investment
grade. These new credit facilities, for which there was strong
market demand, are a further reflection of our outstanding
financial and operational progress."

Willis Group Holdings (S&P, BB+ Counterparty Credit Ratings,
Positive) is a leading global insurance broker, developing and
delivering professional insurance, reinsurance, risk management,
financial and human resource consulting and actuarial services to
corporations, public entities and institutions around the world.
With over 300 offices in more than 100 countries, its global team
of 13,000 associates serves clients in some 180 countries. Willis
is publicly traded on the New York Stock Exchange under the symbol
WSH. Additional information on Willis may be found on its web site
http://www.willis.com


WOODWORKERS WAREHOUSE: Turns to Kronish Lieb for Advice
-------------------------------------------------------
Woodworkers Warehouse, Inc. hired Kronish Lieb Weiner & Hellman
LLP as Counsel in its chapter 11 case.

Kronish Lieb will be required to:

     a) take all necessary action to protect and preserve the                
        estate of the Debtor, including the prosecution of
        actions on the Debtor's behalf, the defense of any
        actions commenced against the Debtor, the negotiation of
        disputes in which the Debtor is involved, and the
        preparation of objections to claims filed against the
        estate;

     b) prepare on behalf of the Debtor, as Debtor in
        possession, all necessary motions, applications,
        answers, orders, reports, arid papers in connection with
        the administration of the estate;

     c) prosecute, on behalf of the Debtor, a proposed plan of
        liquidation and all related transactions and any
        revisions, amendments, etc., relating to same; and

     d) perform all other necessary legal services in connection           
        with this chapter 11 case.

It is necessary that the Debtor employ counsel to render these
services. To the best of the Debtor's knowledge, the members and
associates of Kronish Lieb have not represented their creditors,
or ally other party in interest, or their respective attorneys and
accountants, in any matter relating to the Debtor or its estate.

Since October 2001, Kronish Lieb has represented the Debtor in
connection with certain corporate, financing, securities, tax and
other significant matters. Kronish Lieb has grown extensively
familiar with the Debtor's business and is well qualified to
represent it in this case.

The principal attorneys and paralegals presently designated to
represent the Debtor and their current standard hourly rates are:

     Lawrence C. Gottlieb    partner           $585 per hour
     Cathy Hershcopf         partner           $450 per hour
     Richard S. Kanowitz     senior associate  $405 per hour
     Brent Weisenberg        associate         $230 per hour
     Rebecca Goldstein       paralegal         $170 per hour

Headquartered in Lynn, Massachusetts, Woodworkers Warehouse, Inc.,
is a retailer of woodworking equipment and accessories. The
Company filed for chapter 11 protection on December 2, 2003
(Bankr. Del. Case No. 03-13655).  Christopher A. Ward, Esq., at
The Bayard Firm represent the Debtor in its restructuring efforts.  
When the Company filed for protection from its creditors, it
listed $28,366,000 in total assets and $34,669,000 in total debts.


WORLDCOM INC: Obtains Approval to Sell Shares Interest in LCC
-------------------------------------------------------------
As of September 30, 2003, LCC International, Inc., a Delaware
corporation that provides wireless voice and data communications
network services, had:

   (a) 14,725,422 issued and outstanding shares of class A common   
       stock; and

   (b) 6,316,374 issued outstanding shares of class B common
       stock.

Holders of class A common stock are entitled to one vote per
share while holders of class B common stock are entitled to 10
votes per share.  Debtor MCI WorldCom Network Services, Inc. holds
2,841,099 shares of LCC's class A common stock.

        Public Offering of Common Stock Interests in LCC
    
Concurrently with LCC's initial public offering in 1996, MCI
entered into a registration rights agreement, which permitted MCI
to demand that LCC register for sale any common stock acquired by
MCI as a result of LCC's conversion of indebtedness owing to
MCI into equity.

Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP, in
Houston, Texas, recalls that in August 1999, LCC converted its
indebtedness to MCI into equity.  Accordingly, MCI gained the
right to publicly offer its common stock in LCC on a "piggyback"
basis should LCC elect to conduct a public offering of its
securities.

Recently, LCC sought to conduct a public offering of 2,000,000
shares of class A common stock and MCI now seeks to "piggyback"
the Public Offering by offering for sale 1,420,550 shares of its
2,841,099 shares of class A common stock in LCC.  Certain
shareholders other than MCI also intend to participate in the
Public Offering by offering for sale 3,579,450 shares of class A
common stock in LCC.

Accordingly, pursuant to the Public Offering, LCC and the Selling
Shareholders, which includes MCI and other shareholders, intend
to offer 7,000,000 shares of LCC class A common stock for sale to
the public.

On October 23, 2003, LCC filed Amendment No. 1 to Form S-1
Registration Statement under the Securities Act of 1933 and on
November 5, 2003, LCC filed Amendment No. 2 to Form S-1
Registration Statement under the Securities Act of 1933 outlining
the proposed terms and conditions of the Public Offering.

                    The Underwriting Agreement

To effectuate the Public Offering, LCC and the Selling
Shareholders intend to enter into an underwriting agreement with
CIBC World Markets Corp. and Punk, Ziegel & Company, LP, as
representatives of several underwriters.  

Pursuant to the Underwriting Agreement, the Underwriters will
purchase the Common Stock at a designated price and, in exchange,
MCI will:

     (i) execute a custody agreement, which requires MCI to
         deliver the stock certificate evidencing the Common
         Stock to a custodian who will:

            -- take all actions necessary to transfer the Common
               Stock to the Underwriters;

            -- deliver payment for the Common Stock to MCI; and

            -- record the transfer on the books of LCC;

    (ii) execute a power of attorney authorizing an agent to
         perform all actions necessary to consummate the
         transactions contemplated by the Underwriting Agreement
         and the Custody Agreement, including, instructing the
         Custodian on matters pertaining to the sale of the
         Common Stock;

   (iii) execute a lock-up agreement, which prohibits MCI from
         disposing of any surplus LCC common stock, other than
         the Common Stock, for a period of 90 days following the  
         effective date of the Underwriting Agreement; and

    (iv) indemnify the Underwriters for any damages arising out
         of any untrue statements or omissions of material facts
         included in the offering documents which are
         attributable to written information furnished by MCI to
         LCC.

The indemnity provided by MCI under the Underwriting Agreement is
capped at the amount of the aggregate net proceeds resulting from
the sale of the Common Stock.  Mr. Perez points out that MCI has
not yet executed any of the Transaction Documents -- Underwriting
Agreement, the Custody Agreement, the Power of Attorney and the
Lock-up Agreement.  

Because the Designated Price has not yet been finally determined,
the amount of sale proceeds resulting from the sale of the Common
Stock cannot yet be calculated with precision.  Even so,
considering LCC's recent stock prices and the range of discounts
customarily afforded underwriters in transactions akin to those
contemplated by the Public Offering, MCI determined with
reasonable certainty that the sale proceeds will range from
$5,000,000 to $8,000,000.

In addition to the 7,000,000 shares of LCC common stock being
offered by the Selling Shareholders and LCC, the Underwriting
Agreement further requires LCC to grant the Underwriters an
option to purchase an additional 1,050,000 shares of class A
common stock of LCC.  The additional shares may be used by the
Underwriters to cover any over-allotments resulting from the
Public Offering.

Based on the Court's De Minimis Asset Sale Procedures Order, the
Debtors are permitted to dispose of their property with a value
of up to $10,000,000 without formal Court application.  
Nonetheless, the Debtors seek the Court's approval due to
uncertainty concerning whether a sale transaction of the nature
proposed by the Transaction Documents is included within the
scope of the De Minimis Sale Procedures Order and the fact that
final approval of the sale transaction is needed on an expedited
basis.  

At the Debtors' request, Judge Gonzalez rules that:

   (a) the Debtors are authorized to sell the Common Stock in
       accordance with the terms and provisions of the
       Transaction Documents, including the Lock-up Agreement,
       the Underwriting Agreement, the Custody Agreement and the
       Power of Attorney;

   (b) the Debtors are authorized to undertake any and all
       actions necessary to consummate the sale transaction
       contemplated by the Transaction Documents, the
       Registration Statement and the Public Offering;

   (c) the purchaser of the Common Stock pursuant to the
       terms of the Transaction Documents, the Public Offering
       and the Registration Statement will be entitled to all of
       the protections afforded by Section 363(m) of the
       Bankruptcy Code and the sale of the Common Stock will be
       free and clear of all liens, claims, mortgages, pledges,
       security interests and other encumbrances; and

   (d) the Transaction Documents are approved pursuant to Section
       363(b) and the Debtors are authorized to perform all of
       their obligations under all the documents and to execute
       other documents and take other actions as are necessary or
       appropriate to effectuate the terms and conditions of the
       Transaction Documents. (Worldcom Bankruptcy News, Issue No.
       44; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


YUM! BRANDS: Will Host Annual Investors' Conference on Wednesday
----------------------------------------------------------------
Yum! Brands Inc. (NYSE: YUM) will host its Annual Conference for
Investors and Analysts Wednesday, December 10, 2003, in New York.
The company will present comprehensive updates on its business
strategies and discuss its financial growth outlook for the next
three years.

"We look forward to sharing the progress we have made executing
against each of our three key strategies: running great
restaurants, continuing profitable international growth and
multibranding great brands. We are confident we can continue to
grow EPS at least 10% each year by executing our unique strategies
and maintaining our financial focus and discipline. Additionally,
we expect to retain our category-leading return on invested
capital," said David Novak, Chairman and Chief Executive Officer.

For full-year 2003, the company confirms earnings expectations of
at least 11% growth in earnings per share, or at least $2.03
before special items and reported EPS of at least $1.94.

                      Full-Year 2004 Forecast

For 2004, the company expects

-- EPS before special items of at least $2.23.

-- Worldwide revenue growth of +4% to +5%: international, +10%;
   and U.S., +1% to +3%.

-- Worldwide system-sales growth of +4% to +5%. International
   system-sales growth of +7% (local currency basis); average
   international system-sales growth is +7% since 1997 on a local
   currency basis. U.S. system-sales growth of +1% to +3%.

-- U.S. blended same-store-sales growth at company restaurants in
   a range of +1 to +2%. The historical average since 1997 is +1%.
   One point of U.S. same-store-sales growth is estimated to
   increase EPS approximately $0.05 to $0.06, assuming normal
   margins.

-- Over 1,400 new system restaurants to be opened worldwide,
   including over 1,000 new international restaurants.
   International net-restaurant expansion is expected to be at
   least +5%. Since 1997, international net-restaurant expansion
   has been +5%. U.S. net-restaurant expansion is expected to be
   slightly positive.

-- Over 500 gross U.S. system multibrand restaurant additions,
   including conversions of existing restaurants, rebuilds, and
   new-builds.

-- Continued growth in franchise fees of +4% to +5% resulting from
   worldwide restaurant expansion and same-store-sales growth.
   Refranchising, as it occurs, will add further growth.
   Historically, franchise fees have grown +8% on average per year
   since 1997 resulting from worldwide restaurant expansion, same-
   store sales growth, and the impact of refranchising.

-- Restaurant margin flat to +0.3 percentage points versus 2003.
   International margin is expected to be up slightly versus 2003
   and U.S. margin is expected to improve +0.3 percentage points.

-- General and administrative costs (G&A) will increase versus
   2003 approximately $25 million, or 5%, primarily driven by
   increased international spending to support profitable
   expansion and higher worldwide salary and pension expense.
   Franchise and license expense will be down slightly. The total
   of G&A and franchise and license expense for full-year 2003 is
   expected to be approximately equal to 1997.

-- Interest expense will be down approximately $10 million versus
   2003.

-- Facility actions will include $40 to $45 million of closure and
   impairment charges, up slightly versus 2003. Refranchising
   gains will be about break even, comparable to the 2003 full-
   year forecast.

-- Based on current foreign currency rates, the company expects a
   benefit of $5 to $10 million from foreign currency conversion
   on operating profit. The Chinese renminbi, British pound
   sterling, Australian dollar, Korean won, Japanese yen, Canadian
   dollar, and Mexican peso are important currencies in the
   company's international business.

-- Effective tax rate of 31% to 32%, up slightly versus 2003. This
   rate would be prior to any special items.

-- Average shares outstanding to be in a range of 302 to 307
   million shares. This includes fourth-quarter 2003 to-date
   purchases of approximately 3 million shares as of December 3,
   2003, and continuing share repurchases balance of year and
   during 2004. As recently announced on November 21, 2003, the
   Board approved an additional $300 million share repurchase
   program.

-- Return on invested capital to remain at about 18%.

-- Capital expenditures, including franchise restaurant
   acquisitions, are expected to be about $770 million. Pretax
   refranchising proceeds are expected to be approximately $100
   million resulting in "net" capital of $670 million being
   invested in the business.

Over the next three years, the company expects earnings per share
to grow at least 10% each year with continued execution of its
three key strategies noted above.

                    First Quarter 2004 Forecast

For the first quarter 2004, the company is expecting EPS of at
least $0.43, or at least 10% growth versus first-quarter 2003. No
special items affecting reported EPS are currently expected for
the first quarter.

                      Conference Details

The Annual Conference for Investors and Analysts will be held from
approximately 8:00 a.m. to 1:00 p.m. Eastern Standard Time (EST)
at the St. Regis Hotel in New York City. All participants must be
preregistered to attend.

If you have questions, call Yum! Brands Investor Relations at
888/298-6986.

         2004 Forecast Charts and Graphs Posted on Web Site

Forecast charts and graphs supporting the 2004 detailed guidance
conveyed in this release can be accessed on the company's Web site
at http://www.yum.com/investors  

                 Conference Webcast Information

Yum! Brands will webcast the company's Annual Conference for
Investors and Analysts, beginning at 8:30 a.m. EST, Wednesday,
December 10, 2003. Interested parties can access the webcast by
logging on to http://www.yum.comand clicking on the link  
provided.

                Conference Presentation Available

A copy of the Annual Conference for Investors and Analysts
presentation will be available on the Company's Web site --
HTTP://www.yum.com/investors -- after 8:00 a.m. EST, Wednesday,
December 10, 2003.

Yum! Brands, Inc. (S&P, BB+ Corporate Credit and Senior Unsecured
Debt Ratings, Negative), based in Louisville, Kentucky, is the
world's largest restaurant company in terms of system units with
approximately 33,000 restaurants in more than 100 countries and
territories. Four of the company's restaurant brands --KFC, Pizza
Hut, Taco Bell and Long John Silver's-- are the global leaders of
the chicken, pizza, Mexican-style food and quick-service seafood
categories respectively. Yum! Brands is the worldwide leader in
multibranding, which offers consumers more choice and convenience
at one restaurant location from a combination of KFC, Taco Bell,
Pizza Hut, A&W or Long John Silver's brands. The company and its
franchisees today operate over 2,000 multibrand restaurants.
Outside the United States in 2002, the Yum! Brands' system opened
about three new restaurants each day of the year, making it one of
the fastest growing retailers in the world. In 2002, the company
changed its name to Yum! Brands, Inc., from Tricon Global
Restaurants, Inc., to reflect its expanding portfolio of brands
and its ticker symbol on the New York Stock Exchange.


* BOND PRICING: For the week of December 8 - 12, 2003
-----------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
AK Steel Corp.                         7.750%  06/15/12    68
American & Foreign Power               5.000%  03/01/30    67
AnnTaylor Stores                       0.550%  06/18/19    74
Asarco Inc.                            8.500%  05/01/25    49
Burlington Northern                    3.200%  01/01/45    56
Calpine Corp.                          8.625%  08/15/10    73
Coastal Corp.                          6.950%  06/01/28    74
Comcast Corp.                          2.000%  10/15/29    33
Cox Communications Inc.                2.000%  11/15/29    32
Cray Research                          6.125%  02/01/11    45
Cummins Engine                         5.650%  03/01/98    70
CV Therapeutics                        2.000%  05/16/23    72
Delta Air Lines                        8.300%  12/15/29    64
Dynex Capital                          9.500%  02/28/05     1
Elwood Energy                          8.159%  07/05/26    73
Finova Group                           7.500%  11/15/09    56
GB Property Funding                   11.000%  09/29/05    70
Gulf Mobile Ohio                       5.000%  12/01/56    71
Level 3 Communications Inc.            6.000%  09/15/09    68
Level 3 Communications Inc.            6.000%  03/15/10    67
Levi Strauss                           7.000%  11/01/06    69
Levi Strauss                          12.250%  12/15/12    72        
Liberty Media                          3.750%  02/15/30    65
Liberty Media                          4.000%  11/15/29    69
Mirant Corp.                           2.500%  06/15/21    55
Mirant Corp.                           5.750%  07/15/07    55
Northern Pacific Railway               3.000%  01/01/47    54
PMA Capital Corp.                      4.250%  09/30/22    72
Polaroid Corp.                         6.750%  01/15/49    21
Redback Networks                       5.000%  04/01/07    52
Universal Health Services              0.426%  06/23/20    65
US Timberlands                         9.625%  11/15/07    56
Worldcom Inc.                          6.400%  08/15/05    34

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Bernadette C. de Roda, Donnabel C. Salcedo, Ronald P.
Villavelez and Peter A. Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***