TCR_Public/031210.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, December 10, 2003, Vol. 7, No. 244   

                          Headlines

ADELPHIA BUS.: Court Clears Disclosure Statement Supplement
ADELPHIA COMMS: Joins Committees in Objecting to the ABIZ Plan
AHOLD: Inks Pact Selling Peruvian Unit to Grupo Interbank, et al.
AIR CANADA: Societe Nationale Seeks CCAA Stay Lift to File Suit
AIR CANADA: Judge Farley Okays Trinity & Deutsch Agreements

AMERICAN PLUMBING: Committee Turns to FTI for Financial Advice
AURORA FOODS: Files for Ch. 11 to Effect Restructuring & Merger
AURORA FOODS: Case Summary & 20 Largest Unsecured Creditors
BALDWIN CRANE: Holland & Knight Serves as Special Counsel
BLUEBOOK INT'L: September Losses Raise Going Concern Uncertainty

BOB'S STORES: Panel Taps Deloitte & Touche as Financial Advisors
BULL RUN CORP: Seeks Review of Nasdaq's Delisting Determination
CAMBRIDGE REAL: Case Summary & 6 Largest Unsecured Creditors
CAMELOT PROPERTY MANAGEMENT: Voluntary Chapter 11 Case Summary
CATELLUS: Discloses Results of Special E&P Distribution Election

CHC INDUSTRIES: Employs Colliers as Ohio Real Estate Broker
COLONIAL CBO: Fitch Further Junks Class B Notes Rating to CC
CRYOLIFE INC: Ackerman and Bevevino Join Board of Directors
DIVERSIFIED CORP: Enters into B4 Ventures Private Placement Pact
DYNEGY: Fitch On-the-Alert for Closing of Unit's Sale to Ameren

EAGLEPICHER INC: Commences Exchange Offer for Senior Sub. Notes
EL PASO CORP: Sells Interest in Portland Natural Gas for $56 Mil.
ENCOMPASS: Disbursing Agent Wants 25 Insured Claims Disallowed
ENRON: Asks Court to Compel 3 Paper Cos. to Turnover Payments
ENVOY COMMS: Retains Jefferies as Merger & Acquisitions Advisor

FEDERAL-MOGUL: Hoskins Wants to Collect Amended MO Order on Bond
FLEMING COS: Plan-Filing Exclusivity Extended to Jan. 30, 2004
GAUNTLET: Canadian Court Approves Plan; Commences Implementation
GAUNTLET: Ketch Resources Closes Acquisition Pursuant to Plan
GEORGETOWN STEEL: Nexsen Pruet Serves as Panel's Local Counsel

GLOBAL CROSSING: Unveils New Board of Directors
GLOBAL CROSSING: Files Annual Report on Form 10-K with SEC
GLOBAL MOTORSPORT: S&P Rates $85 Mil. Senior Secured Notes at B-
GLOBALSTAR: Thermo Closes Acquisition & Begins Funding Ops.
HALLMARK HEALTH: S&P Ups Underlying Rating One Notch to BB

HANOVER COMPRESSOR: S&P Assigns B Rating to $300-Mil. Sr. Notes
HARRAH'S ENTERTAINMENT: Launches Sr. Debt Offering to Raise $500M
HORIZON GROUP: Sells Sealy, Texas Outlet Center for $1.8 Million
HORIZON GROUP PROPERTIES: Completes Odd Lot Share Program
INTERSTATE BAKERIES: Issues Lower Preliminary Results for Q2

KAISER: Court Gives Go-Ahead to Burlington Settlement Agreement
LINCOLN LOGS: Acquires Snake River Membership Interests for $1M
LITFUNDING: Pursuing Steps Necessary to Maintain Operations
MDC CORP: New Securities Offering Garners Gross Proceeds of $31M
METRO MASONRY: Case Summary & 20 Largest Unsecured Creditors

MIRANT: Unsecured Panel Retains Miller Buckfire as Fin'l Advisor
NATIONAL STEEL: Earns Clearance for Ziegler Settlement Agreement
OWENS CORNING: Reopens Tornado-Damaged Insulation Facility
PARAGON STEAKHOUSE: Hot Brands Agrees to Acquire Eight Locations
PG&E NAT'L: USGen Wants Approval for Providence Tax Settlements

PORTLAND GENERAL: Parent Enron Inks Pact Selling Co. for $2.35BB
POTOMAC ELECTRIC: Obtains Nod for Amended Mirant Settlement Pact
PRIMEDIA: Appoints Peter Horan President & CEO for About, Inc.
PRIMEDIA: Consumer Guides Acquires Portland, OR Apartment Guide
MDC CORPORATION: Raises $34 Million From Securities Offering

MEMC: Appoints Industry Veterans as Part of Exec Management Team
MESABA AIRLINES: Pilots Decline Arbitration To Settle Contract
OAKS CONDOMINIUM: Case Summary & 4 Largest Unsecured Creditors
ROPER IND: Plans Stock Offering to Fund Neptune Acquisition
RESPONSE BIOMEDICAL: Files for FDA Market Clearance for RAMP(R)

SAFETY-KLEEN CORP: Court Settles Frontier Insurance Disputes
SBA COMMUNICATIONS: Prices Senior Debt Offering
SENSORY SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
SILICON VALLEY: S&P Assigns BB+ Subordinated Debt Ratings
SIRIUS SATELLITE RADIO: Reaches 200,000 Subscribers

SI TECHNOLOGIES: Annual Shareholders Meeting Convening Tomorrow
SOUTH STREET CBO: Fitch Affirms Junk Ratings for 5 Note Classes
SOUTHWALL TECH: Needham Further Extends Financing Agreement
SPIEGEL: Unsecured Panel Clears Zuckerman's Retention as Counsel
TENNECO AUTOMOTIVE: Prices $125 Million of Senior Secured Notes

TERAYON COMMUNICATION: Reaffirms Fourth Quarter 2003 Guidance
THAXTON GROUP: Continues Employing Ordinary Course Professionals
TSI TELSYS: September Balance Sheet Upside Down by $871,000
UNITED AIRLINES: Inks 10-Year Reservation Contract with Galileo
US AIRWAYS: Stipulation Allowing $20 Mill. of Undisputed Claims

U.S. STEEL: Closing Straightline Unit by Year End
WARNACO: Intimate Apparel Pres. John Wyatt Acquires 240,000 Shares
WEIRTON STEEL: Judge Approves Plan Confirmation Hearing Delay
WEIRTON STEEL: Will Impose Temporary Raw Materials Surcharge
WEYERHAEUSER: Lauds Proposal to End Lumber Dispute with Canada

WOODWORKERS WAREHOUSE: Employs Bayard Firm as Co-Counsel
WORLD AIRWAYS: Special Shareholders' Meeting Set for December 15
WORLDCOM INC: Xerox Demands Payment for $1 Million Admin Expense
WORLDCOM/MCI: Partners with Time Warner to Deliver IP Services
WORLDWIDE HOLDINGS: Signs-Up Michael Johnson as New Auditor

XCEL ENERGY: Board Declares Payment of Delayed Dividend

* Meetings, Conferences and Seminars

                          *********

ADELPHIA BUS.: Court Clears Disclosure Statement Supplement
-----------------------------------------------------------
On November 26, 2003, the Adelphia Business Debtors, along with
their Official Committee of Unsecured Creditors and an ad hoc
committee of ABIZ 12-1/4% Senior Secured Noteholders, filed a Plan
Supplement, which included:

   (1) a New Warrant Agreement,
   (2) a New Management Warrant Agreement,
   (3) Amended Certificate of Incorporation,
   (4) Amended By-laws,
   (5) Registration Rights Agreement,
   (6) Form of New Common Stock, and
   (7) the Terms of Employment of the Directors and Officers.

The Plan Proponents inform the Court that the holder of each New
Warrant will have the right to purchase in whole or, from time to
time, in part from Reorganized ABIZ on and after the
Exercise Date and on or prior to the Expiration Date, one
fully paid and non-assessable share of New Common Stock, subject
to adjustment in accordance with the New Warrant Agreement, at
the exercise price for each New Warrant exercised equal to the
amount determined in accordance with this formula:

                    (1.25 x ($178,800,000- $8.94B)) + A
                E = -----------------------------------
                                 C - B
   where:

   E = the exercise price;
   A = the cumulative amount of any ACC Adjustment on or prior to       
       the Effective Date;
   B = the Cash Recovery Shares2 committed to be transferred to
       the treasury of ABIZ in connection with a Cash Recovery on
       or prior to the Effective Date; and
   C = Diluted Number of Shares

The exercise price will be subject to adjustment from time to
time as provided in the New Warrant Agreement like in the case of
an adjustment for change in capital stock, an ACC Settlement and
the forgiveness of ACC DIP Claims, among others.

Assuming that the number of Cash Recovery Shares is equal to zero
at the Effective Date and the ACC Adjustment is equal to zero at
the Effective Date, the initial Exercise Price at the Effective
Date will be $22.35.

Ed Babcock, ABIZ Vice President and Chief Financial Officer,
relates that the modification to the exercise price for the New
Warrants differs from the New Warrant description set forth in
the Disclosure Statement.

The upward modifications to the exercise price to adjust for
certain one-time increases in equity value include:

   (1) an upward modification to account for the number of shares
       of New Common Stock that will be transferred to the
       treasury of Reorganized ABIZ for those claimholders that
       elect the Cash Recovery; and

   (2) an upward modification in the event of a settlement with
       the ACOM Debtors, or if Reorganized ABIZ receives proceeds
       from its litigation against ACOM.  

The effect of these adjustments is to increase the exercise price
of the New Warrants.  The terms of the New Warrant Agreement
amends and supercedes all prior descriptions of the New Warrants
set forth in the Plan and the Disclosure Statement.  In
connection with confirmation of the Plan, the Plan will be
amended accordingly.

             Certain Federal Income Tax Consequences

The Plan Proponents were advised by tax counsel that as a result
of post-issuance adjustments that may be made to the exercise
price of the New Warrants, certain tax implications may arise.  
As previously disclosed in the Disclosure Statement, an
adjustment to the number of shares of New Common Stock for which
a New Warrant may be exercised or to the exercise price of the
New Warrant may, under certain circumstances, result in
constructive distributions for U.S. federal income tax purposes
to the holders of the New Common Stock or the New Warrant.

For example, based on the New Warrant Agreement included in the
Plan Supplement, one of the circumstances in which the exercise
price of the New Warrant will be reduced is if cash or other
property distributions are made to the holders of New Common
Stock.  The reduction of the exercise price in this circumstance
would be treated as a constructive distribution that could result
in current taxable income to the then holders of the New Warrants
for U.S. federal income tax purposes.

Moreover, the additional provisions of the Warrant Agreement
providing for an increase in the exercise price of the New
Warrants if and when there occurs certain post-Effective Date
events, present the risk of taxation to persons who hold New
Common Stock at the time such adjustments occur.  Under certain
circumstances, depending, in general, on the capital structure of
the company at the time, this increase in the exercise price
could be treated as a constructive taxable distribution to the
holders of New Common Stock for U.S. federal income tax purposes,
due to the effective increase in the common stockholder's share
of the equity of the company.  Although the Debtors do not
currently anticipate changes to the capital structure that could
result in these facts and circumstances, nothing precludes these
changes in the capital structure.

Accordingly, holders of New Warrants and New Common Stock are
urged to consult their tax advisors regarding the U.S. federal
income tax consequences with respect to the adjustments, or lack
thereof, to the exercise price of the New Warrants or number of
shares of New Common Stock for which a New Warrant may be
exercised.

A free copy of the Plan Supplement is available at:

     http://bankrupt.com/misc/ABIZPlanSupplement.pdf

                       *   *   *

Judge Gerber approves the Plan Supplement and authorizes ABIZ to
distribute it to its creditors. (Adelphia Bankruptcy News, Issue
No. 46; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Joins Committees in Objecting to the ABIZ Plan
--------------------------------------------------------------
The Adelphia Communications Debtors and the ACOM Creditors
Committee ask the Court not to confirm the Plan jointly proposed
by the ABIZ Debtors, their Official Committee of Unsecured
Creditors and the Informal Committee of 12-1/4% Senior Secured
Notes for two reasons:

   (1) The Plan improperly disallows and provides for no
       distribution on account of ACOM's superpriority secured
       claims in connection with its provision of DIP financing
       to the ABIZ Debtors, in contravention of the applicable
       loan documents and the Court's April 4, 2002 Order
       relating thereto, which require indefeasible and
       unconditional full payment of those claims; and

   (2) As conceded by the ABIZ Debtors themselves, they simply
       do not have the requisite financial wherewithal or access
       to capital to satisfy the ACOM Debtors' substantial
       administrative claims against them.

"Therefore, the Plan is not feasible," Paul V. Shalhoub, Esq., at
Willkie Farr & Gallagher LLP, in New York, remarks.

Section 1129(a)(11) of the Bankruptcy Code requires, as a
condition to confirmation of a plan, that:

    "Confirmation of the plan is not likely to be
    followed by the liquidation, or the need for further
    financial reorganization, of the debtor or any successor
    to the debtor under the plan, unless the liquidation or
    reorganization is proposed in the plan."

This confirmation requirement is generally referred to as one,
which requires the plan proponent to show that its plan is
"feasible."  "To establish feasibility, for purposes of
confirmation of a reorganization plan, [the] debtor must present
proof through reasonable projections that there will be
sufficient cash flow to fund [the] plan and maintain operations
according to [the] plan, and such projections cannot be
speculative, conjectural, or unrealistic," Mr. Shalhoub says.

In addition, confirmation of a plan requires that it satisfy all
of the elements of Section 1129(a) of the Bankruptcy Code.
Section 1129(a)(9)(A) provides that holders of administrative
claims against a Chapter 11 debtor must be paid in full.  Thus, a
condition to confirmation of the Plan is that the Plan provide
for the payment in full of all administrative expense claims
asserted against the ABIZ Debtors, including those of the ACOM
Debtors, and that the Plan be feasible in order to make those
payments.

As will be evidenced by ACOM's Administrative Expense Claim, the
ABIZ Debtors are indebted to the ACOM Debtors in an amount that
greatly exceeds the ABIZ Debtors' proposed $1,000,000 cap for
their provision of financing, goods and services to the ABIZ
Debtors since the Petition Date.  The ACOM Administrative Expense
Claim includes the ABIZ Debtors' unpaid administrative
obligations relating to, among other things, the ACOM DIP Claims,
network asset usage, insurance and IT development services.

The ACOM Equity Committee echoes and supports the ACOM Debtors'
objection.

Gregory A. Blue, Esq., at Bragar Wexler Eagel & Morgenstern, LLP,
in New York, explains that ACOM's equity holders have a direct
interest in maximizing the ACOM Debtors' legitimate claims
against all third parties, including the ABIZ Debtors.  Because
ACOM is solvent, all the recoveries ultimately will inure to the
benefit of ACOM's equity holders. (Adelphia Bankruptcy News, Issue
No. 46; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AHOLD: Inks Pact Selling Peruvian Unit to Grupo Interbank, et al.
-----------------------------------------------------------------
Ahold reached an agreement with Grupo Interbank and a group of
investors led by Nexus Group on the sale of 100% of its shares in
its Peruvian operation, Supermercados Santa Isabel S.A.

The shares of Santa Isabel will be transferred through the Lima
stock exchange. Santa Isabel listed its shares on the Lima stock
exchange on December 5, 2003. The transaction is expected to close
before year-end. The purchase price was not disclosed.

Grupo Interbank is one of the largest financial groups of Peru,
with investments in banking, mutual funds and insurance. Nexus
Group is an active investor in Peru, with operations in
entertainment and tourism.

The divestment of Santa Isabel in Peru is part of Ahold's
strategic plan to restructure its portfolio in order to focus on
high-performing businesses and to concentrate on its mature and
most stable markets. In this divestment process, Ahold sought a
buyer willing to ensure business continuity, providing the best
possible option for the customers, employees and suppliers of
Santa Isabel and the stakeholders of Ahold.

Ahold entered the Peruvian market in 1998. In terms of sales,
Santa Isabel is the second largest food retailer in Peru,
currently operating 35 stores, of which 8 hypermarkets, and
employing approximately 5,000 associates.

                        *   *   *

As previously reported, Fitch Ratings, the international rating
agency, assigned Netherlands-based food retailer Koninklijke Ahold
NV a Stable Rating Outlook while removing it from Rating Watch
Negative. At the same time, the agency has affirmed Ahold's Senior
Unsecured rating at 'BB-' and its Short-term rating at 'B'.

The Stable Outlook reflects the benefits from the shareholder
approval, granted on Wednesday, for a fully underwritten
EUR3billion rights issue. Ahold however continues to face
financial and operational difficulties which have been reflected
in the Q303 results. Ahold announced in early November its
strategy for reducing debt through its EUR3bn rights issue and
EUR2.5bn of asset disposals as well as improving the trading
performance of its core retail and foodservice businesses. Whilst
the approved rights issue addresses immediate liquidity concerns,
operationally, the news is less positive with Ahold's core Dutch
and US retail operations both suffering from increased
competition, mainly from discounters, resulting in operating
profit margin erosion. Ahold's European flagship operation, the
Albert Heijn supermarket chain in the Netherlands, recently
reported both declining sales and profits, as consumers turn to
discount retailers. In reaction to this, Albert Heijn, has amended
its pricing structure which in turn would suggest that it will be
more challenging in the future to match historic operating margin
levels.


AIR CANADA: Societe Nationale Seeks CCAA Stay Lift to File Suit
---------------------------------------------------------------
Societe Nationale D'Etude et de Construction de Moteurs
D'Aviation asks Mr. Justice Farley to lift the CCAA stay so it
can commence a lawsuit against Air Canada and Executive Vice
President and Chief Financial Officer, Robert Peterson, for
fraudulent misrepresentation and negligent misrepresentation.

Societe Nationale is a guarantor of the obligations of Maple Leaf
Funding Limited, which borrowed $100,000,000 from a group of
European banks and in turn loaned that sum to Air Canada pursuant
to a Loan Agreement dated December 13, 1993 for the purposes of
purchasing four Airbus A320's.  Mr. Peterson executed the Loan on
Air Canada's behalf.

The Loan was unsecured in favor of Maple Leaf.  Among other
things, the Loan Agreement provided that:

   (a) Air Canada's obligations under the Loan Agreement would
       rank pari passu with all of its other present and future
       indebtedness;

   (b) the sale of the Aircraft or the granting of security in
       them was a "deemed event of loss";

   (c) upon a deemed event of loss, notice was required to be
       given to Maple Leaf;

   (d) Air Canada maintain a "coverage ratio" of 1.2:1 --
       Aircraft appraised value on an owned basis to outstanding
      loan amount -- determined on an annual basis;

   (e) Air Canada provide Maple Leaf, the Bank Groups and Societe
       Nationale with financial information on a periodic basis
       including appraisals and a certificate signed by the Chief
       Financial Officer certifying that the loan was not in
       default.

In the fall of 2001, Air Canada entered into a secured credit
facility by way of a sale and leaseback arrangement with GE
Capital Aircraft Services or other entities, involving, in part,
the four Aircraft that were the subject of the loan agreement.  
The sale and leaseback arrangement placed the loan agreements in
default since it gave GE Capital a preferred security position
over that of Maple Leaf and reduced the coverage ratio to zero.

Despite this, Air Canada and Mr. Peterson continued to issue
certificates to Maple Leaf and Societe Nationale to the effect
that no default had occurred.  The issuance of the certificates
lulled Maple Leaf and Societe Nationale into believing that the
Aircraft were still in the ownership of Air Canada and that Air
Canada was not in default of the loan agreements.

J. Wigley, Esq., at Baker & McKenzie, in Toronto, Ontario, tells
Mr. Justice Farley that, at all times, Air Canada and Mr.
Peterson were aware of the guarantee as it was part of the
overall financing.  As Chief Financial Officer, Mr. Peterson was
well aware of the negative pledge and the requirements of and
obligations under the Loan Agreement.

"The certificates issued by Air Canada were false and misleading,
either knowingly and intentionally or with reckless disregard as
to the truth of their contents knowing that they would be relied
on.  In the alternative, Air Canada and Mr. Peterson issued such
certificates negligently in breach of their duty . . .," Mr.
Wigley asserts.

Had Societe Nationale been made aware of the default, it could
have taken steps to enforce the loan.  At the time, Air Canada
was not insolvent and there existed a reasonable likelihood that
the loans would have been repaid in full.  In the circumstances,
Air Canada and Mr. Peterson stood in a fiduciary relationship
with Societe Nationale, Mr. Wigley says.

Due to Air Canada's insolvency, Mr. Wigley continues, Societe
Nationale is liable to honor its guarantee to the Bank Group for
$51,071,212 as of April 1, 2003 plus interest thereafter.  Mr.
Wigley relates that Societe Nationale sold the Loan by way of its
security interest in Maple Leaf's assets to avoid or minimize its
losses.  Societe Nationale also filed a proof of claim for
$51,071,212 in Air Canada's CCAA proceedings.

Societe Nationale manufactures and sells jet engines.  It is
incorporated pursuant to the laws of the Republic of France. (Air
Canada Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AIR CANADA: Judge Farley Okays Trinity & Deutsch Agreements
-----------------------------------------------------------
Air Canada provides the following update on the airline's
restructuring under the Companies' Creditors Arrangement Act:

         Court Approves Trinity Investment Agreement
             and Deutsche Bank Standby Agreement

Mr. Justice James Farley of the Ontario Superior Court of Justice
approved the Trinity Investment Agreement and the Deutsche Bank
Standby Agreement. As agreed by the parties, Trinity, Air Canada
and Cerberus will abide by the provisions of Section 9(4) of the
Agreement should a final investment proposal be submitted by
Cerberus to Air Canada by December 12, 2003.


AMERICAN PLUMBING: Committee Turns to FTI for Financial Advice
--------------------------------------------------------------
The duly-appointed Official Unsecured Creditors' Committee of the
chapter 11 cases of American Plumbing & Mechanical Inc., asks
permission from the U.S. Bankruptcy Court for the Western District
of Texas to employ and retain FTI Consulting, Inc., as its
Financial Advisors.

The Committee submits that it is familiar with the professional
standing and reputation of FTI.  The Committee recognizes that FTI
has a wealth of experience in providing financial advisory
services in restructurings and reorganizations and enjoys an
excellent reputation for services it has rendered in large and
complex chapter 11 cases on behalf of debtors and creditors
throughout the United States.

In this retention, the Committee expects FTI to provide:

     a) assistance to the Committee in the review of financial
        related disclosures required by the Court, including the
        Schedules of Assets and Liabilities, the Statement of
        Financial Affairs and Monthly Operating Reports;

     b) assistance to the Committee with information and
        analyses required pursuant to the Debtors' Debtor-In-
        Possession financing including, but not limited to,
        preparation for hearings regarding the use of cash
        collateral and DIP financing;

     c) assistance with a review of the Debtors' short-term cash
        management procedures;

     d) assistance with a review of the Debtors' proposed key
        employee retention and other critical employee benefit
        programs;

     e) assistance and advice to the Committee with respect to
        the Debtors' identification of core business assets and
        the disposition of assets or liquidation of unprofitable
        operations;

     f) assistance with a review of the Debtors' performance of
        cost/benefit evaluations with respect to the affirmation
        or rejection of various executory contracts and leases;

     g) assistance regarding the valuation of the present level
        of operations and identification of areas of potential
        cost savings, including overhead and operating expense
        reductions and efficiency improvements;

     h) assistance in the review of financial information
        distributed by the Debtors to creditors and others,
        including, but not limited to, cash flow projections and
        budgets, cash receipts and disbursement analysis,
        analysis of various asset and liability accounts, and
        analysis of proposed transactions for which Court           
        approval is sought;

     i) attendance at meetings and assistance in discussions
        with the Debtors, potential investors, banks, other
        secured lenders, the Committee and any other Committees
        organized in these chapter 11 proceedings, the U.S.
        Trustee, other parties in interest and professionals
        hired by the same, as requested;

     j) assistance in the review and/or preparation of
        information and analysis necessary for the confirmation
        of a plan in these chapter 11 proceedings;

     k) assistance in the evaluation and analysis of avoidance
        actions, including fraudulent conveyances and
        preferential transfers;

     l) litigation advisory services with respect to accounting
        and tax matters, along with expert witness testimony on
        case related issues as required by the Committee; and

     m) such other general business consulting or such other
        assistance as the Committee or its counsel may deem
        necessary that are not duplicative of services provided
        by other professionals in these proceedings.

Albert S. Conly reports that his team will bill the Debtors'
estates in its current hourly rates of:

     Senior Managing Directors           $550 to $625 per hour
     Directors/Managing Directors        $395 to $550 per hour
     Associates/Consultants              $195 to $365 per hour
     Administration/Paraprofessionals    $80 to $160 per hour

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


AURORA FOODS: Files for Ch. 11 to Effect Restructuring & Merger
---------------------------------------------------------------
Aurora Foods Inc. (OTC Bulletin Board: AURF), a producer and
marketer of leading food brands, announced that it has filed a
voluntary petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code to implement its previously announced financial
restructuring and take a significant step toward consummation of
its pending merger with Pinnacle Foods.  Aurora intends to
continue to operate under Chapter 11 in the ordinary course and to
conduct its business without interruption during the restructuring
process, which the Company expects to complete by March 31, 2004.

Aurora's reorganization plan, filed with the Delaware Bankruptcy
Court, has been negotiated with the Company's senior lenders, an
informal committee of Aurora's bondholders representing
approximately 50% of Aurora's senior subordinated notes, and the
Company's proposed new equity investors (J.P. Morgan Partners LLC,
J.W. Childs Equity Partners III, L.P., and C. Dean Metropoulos and
Co.).

In conjunction with the filing, Aurora has secured $50 million of
debtor-in-possession (DIP) financing, subject to Court approval.  
These funds, together with Aurora's cash on hand, provide the
Company with liquidity to operate and meet its financial
obligations in the normal course of business throughout the
restructuring process.
    
"Today's filing is an integral part of our planned merger with
Pinnacle and our overall financial restructuring," said Dale F.
Morrison, Aurora's Chairman and interim Chief Executive Officer.  
"It will be business as usual at Aurora during the restructuring
process, and we intend to operate normally and deliver our
products without interruption.  Aurora's management team will
remain in place during the reorganization."

The Company contemplates the following during the Chapter 11
process:

     * The Company will continue to pay salaries to its employees
       in the normal course of business.

     * Under the plan, all vendors and trade creditors will be
       paid in full at the end of the bankruptcy case, if not
       sooner.

     * Under the plan, Aurora's senior lenders will be paid in
       full in cash in respect of principal and interest under the
       Company's existing credit facility and, assuming the credit
       facility is paid in full by March 31, 2004, will receive
       $15 million in cash in respect of certain leverage and
       asset sale fees under the credit facility.

     * Holders of Aurora's 12% senior unsecured notes due 2005
       will be paid in full in cash in respect of principal and
       interest, but will not receive $1.9 million in respect of
       unamortized original issue discount.

     * Holders of Aurora's outstanding 8.75% and 9.875% senior
       subordinated notes due 2008 and 2007, respectively, will
       receive either (i) cash or (ii) equity in the combined
       company (held indirectly through a voting trust), plus
       certain subscription rights pursuant to which holders
       electing equity can increase their individual investments
       in the combined company (through the purchase of additional
       voting trust interests).  Holders electing cash will
       receive a recovery of 50% on each dollar of principal
       amount of subordinated notes, or 46% after taking into
       account accrued interest.  Holders electing equity will
       receive, subject to adjustment, a recovery of 53% on each
       dollar of principal amount of subordinated notes, subject
       to dilution, or 45% on each dollar after taking into
       account accrued interest and initial dilution from
       management equity.  Upon consummation of the merger with
       Pinnacle, former holders of Aurora's senior subordinated
       notes will own up to approximately 41.9% of the equity of
       the combined company, subject to adjustment.

     * Existing common and preferred stockholders will not receive
       any distributions and the existing common and preferred
       shares will be cancelled.

     * Crunch Equity Holding, LLC (Purchaser), the parent of
       Pinnacle, which is owned by the new equity investors, will
       contribute the equity in Pinnacle, to which it will have
       contributed at least an additional $85 million, in exchange
       for the remaining equity in the combined company, subject
       to adjustment.

     * All other claims against Aurora will be unimpaired.  
       Certain real estate leases will be rejected.

Aurora has requested a prompt hearing from the Delaware Bankruptcy
Court and hopes to complete its restructuring and merger with
Pinnacle by March 31, 2004.  The transaction is subject to a
number of conditions, including receipt of financing, bankruptcy
court approvals, and regulatory approvals.  No assurance can be
given that the conditions to closing the transaction will be
satisfied, or that the transaction ultimately will be consummated.

                     About Aurora Foods Inc.
    
Aurora Foods Inc., based in St. Louis, Missouri, is a producer and
marketer of leading food brands, including Duncan Hines(R) baking
mixes; Log Cabin(R), Mrs. Butterworth's(R) and Country Kitchen(R)
syrups; Lender's(R) bagels; Van de Kamp's(R) and Mrs. Paul's(R)
frozen seafood; Aunt Jemima(R) frozen breakfast products;
Celeste(R) frozen pizza; and Chef's Choice(R) skillet meals.  More
information about Aurora may be found on the Company's Web site at
http://www.aurorafoods.com


AURORA FOODS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Aurora Foods, Inc.
             11432 Lackland Rd.
             St. Louis, Missouri 63146

Bankruptcy Case No.: 03-13744

Debtor affiliates filing separate chapter 11 petitions:

Entity                                     Case No.
------                                     --------
Sea Coast Foods, Inc.                      03-13745

Type of Business: The debtor is a leading producer and marketer
                  of premium branded food products.

Chapter 11 Petition Date: December 8, 2003

Court: District of Delaware

Judge: Mary F. Walrath

Debtors' Counsel: Eric M. Davis, Esq.
                  Skadden Arps Slate Meagher & Flom LLP
                  One Rodney Square
                  P.O. Box 636
                  Wilmington, DE 19899
                  Tel: 302-651-3000
                  Fax: 302-651-3001

Total Assets: $1,227,912,000

Total Debts:  $1,318,605,000

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Wilmington Trust Company      Trustee of 8          $216,715,842
Rodney Square North           3/4% Senior
1100 North Market Street      Subordinated
Wilmington, DE 19890          Notes due 2008

Wilmington Trust Company      Trustee of 9          $108,161,413
Rodney Square North           7/8% Senior
1100 North Market Street      Subordinated
Wilmington, DE 19890          Notes due 2007

Wilmington Trust Company      Trustee of 9          $108,161,413
Rodney Square North           7/8% Series C
1100 North Market Street      Senior Subordinated
Wilmington, DE 19890          Notes due 2007

Fenway Partners               Senior Unsecured       $17,639,514
152 W. 57th Street,           Notes
59th Floor
New York, NY 10019

McCown De Leeuw & Co.         Senior Unsecured       $11,956,986
525 Middlefield Rd.           Notes
Suite 210
Menlo Park, CA 94025

State of New Jersey           Tax                       $225,000

Conagra                       Trade                     $157,453

News America Marketing        Trade                     $120,602

Personal Care Insurance       Trade                      $83,499
of Illinois

Regal Construction Inc.       Trade                      $56,874

Fleming                       Trade                      $54,822

AON Risk                      Trade                      $48,750

St. Louis Food                Trade                      $42,510
Ingredients

Collector of Revenue          Tax                        $41,708

Americold                     Trade                      $40,960

Health Alliance Medical       Trade                      $39,455
Plan

Americold Logistics           Trade                      $38,532

McNeil Nutritional            Trade                      $34,921

Crescent Park Corp            Trade                      $34,176

International Paper           Trade                      $32,862


BALDWIN CRANE: Holland & Knight Serves as Special Counsel
---------------------------------------------------------
Baldwin Crane & Equipment Corp., seeks permission from the U.S.
Bankruptcy Court for the District of Massachusetts to employ
Holland & Knight LLP as Special Counsel to represent it in
connection with construction disputes, collection of construction
receivables and other matters of construction law.

As of the Petition Date, Holland & Knight had five open matters it
was handling on behalf of the Debtor, including:

     a. advising the Debtor on security for accounts receivable
        on construction projects;

     b. advising the Debtor on a potential real estate
        transaction for its corporate offices;

     c. representing the Debtor in collection of $77,534.00 due
        from Boston Steel & Precast Erectors in connection with
        a project at Massachusetts General Hospital, Fruit
        Street, Boston;

     d. representing the Debtor in collection of $61,582.94 due
        from Construction Welding Services Corp., as well as
        from the prime contractor, Maron Construction Co., Inc.,
        and its surety, St. Paul Fire & Marine Insurance
        Company, in connection with the John Eliot Elementary                
        School project in Needham, Massachusetts;

     e. representing the Debtor in collection of $138,793 due
        from RMF Industrial Contracting, Inc. and its surety,
        American Industrial Assurancc Company, in connection
        with the Seward Re-Powering Project, a power plant
        project in New Florence, Pennsylvania; and

     f. representing the Debtor in defending a contract claim
        brought against the Debtor in the Circuit Court of the
        State of Oregon for the County of Marion, by Morrow
        Equipment Company, L.L.C., Case No. 03C 14288.

Holland & Knight has become familiar with the Debtor's business
and affairs and the potential legal issues that may arise in the
context of the identified litigation matters. The Debtor wishes to
preserve the continuity of Holland & Knight's representation and
to avail itself of the expertise of the firm as construction
attorneys in operating its business going forward, for the benefit
of all parties in interest.

The Debtor anticipates Holland & Knight will render professional
services, including:

     a) continuing to represent the Debtor in the construction
        and real estate matters described in paragraph 9 above,
        that were pending at the Petition Date that involved
        pursuit of affirmative recovery;

     b) if appropriate, pursuit of one or more contested matters
        and/or adversary proceedings involving expertise in
        construction law;

     c) assistance to Debtor's bankruptcy counsel on matters of
        construction and real estate law relating to the
        negotiation, formulation and proposal of a plan of
        reorganization; and

     d) such further and additional services as may be
        reasonable and appropriate or otherwise necessary to
        assist the Debtor in carrying out its duties and
        responsibilities in connection with this Chapter 11
        case, insofar as such services entail expertise in
        construction and real estate law.

Holland & Knight's standard hourly rates range from:

     partners and senior counsel  $255 to $565 per hour
     associates                   $205 to $370 per hour
     paraprofessionals            $105 to $170 per hour

Stanley A. Martin will lead the team in this engagement. His
current hourly rate is $340.

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


BLUEBOOK INT'L: September Losses Raise Going Concern Uncertainty
----------------------------------------------------------------
Bluebook International Holding Company was incorporated in
Delaware on December 18, 1997.  Since the Company's exchange
reorganization and merger, effective as of October 1, 2001, the
principal business of the Company has been developing and selling
THE BLUEBOOK and B.E.S.T. software solutions. THE BLUEBOOK is a
book in the form of both a desk and pocket size book containing
the information of the average unit costs attendant to the
cleaning, reconstruction and repair industries. B.E.S.T. is a
software format of THE BLUEBOOK which allows subscribers the
option to retrieve THE  BLUEBOOK data and  calculate the cost to
clean, reconstruct or repair, then file claims electronically.

The Company's financial statements have been prepared in
conformity with accounting principles generally accepted in the
U.S., which contemplate continuation of the Company as a going
concern.  However, the Company has a net loss from operations of
$1,337,746, a negative cash flow from operations of $1,019,258 and
has a net working capital  deficiency of $1,469,408 and net
stockholders' deficiency of $2,330,287 as of September 30, 2003.  
These factors raise substantial doubt about the Company's ability
to continue as a going concern. Without realization of additional
capital or debt, it would be unlikely for the Company to continue
as a going concern.  

The Company has incurred negative cash flow from operations in
recent years. As of September 30, 2003 the Company had cash of
$38,537 and an accumulated deficit of  $2,929,897.  The Company's
2003 negative operating cash flows were funded primarily through
operations, loans from majority stockholders and cash existing at
December 31, 2002. The Company believes it has sufficient cash to
meet its immediate working  capital requirements while additional
operations and development funds are sought from loans from
officers or principal stockholders of the company, third party
financing and further reducing overhead relating to software
solutions now in development.

The Company has recently taken steps to improve liquidity,
including obtaining additional funding, reduction of its workforce
and deferment of a portion of its Chief Executive Officer's and
Chief Operating Officer's salaries.  If it is not successful in
raising  additional capital, it will further reduce operating
expenses through headcount  reductions in restructurings and
modify its business model and strategy to accommodate  licensing
of its technology and databases. Further, the Company would
continue sales of THE BLUEBOOK and B.E.S.T. software solutions and
recently released InsureBase and  Insured to Value software
solutions.  The Company does not expect any significant impact on
its sales of THE BLUEBOOK, B.E.S.T.7 and InsureBase software
solutions from such restructurings; however, they may adversely
affect the development of any new software solutions.


BOB'S STORES: Panel Taps Deloitte & Touche as Financial Advisors
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Bob's Stores,
Inc., asks the U.S. Bankruptcy Court for the District of Delaware
to approve its application to employ Deloitte & Touche LLP, nunc
pro tunc to October 30, 2003.

The Committee tells the Court that it needs to employ Deloitte &
Touche as a Consultant and Advisor to help the Committee execute
its duties efficiently.

In this engagement, the Committee expects Deloitte & Touche to:

     i) assist and advise the Committee in the analysis of the
        current financial position of the Debtors;

    ii) assist and advise the Committee in its analysis of the
        Debtors' business plans, cash flow projections,
        restructuring programs, selling and general
        administrative structure and other reports or analyses
        prepared by the Debtors or their professionals in order
        to assist the Committee in its assessment of the
        business viability of the Debtors, the reasonableness of
        the Debtors' projections and underlying assumptions and
        the impact of market conditions on forecasted results of
        the Debtors;

   iii) assist and advise the Committee in its analysis of
        proposed transactions, and other matters for which
        Debtors may seek Bankruptcy Court approval including,
        but not limited to, DIP financing, assumption/rejection
        of leases and other executory contracts, management
        compensation and/or retention and severance plans;

    iv) assist and advise the Committee in its analysis of the
        Debtors' internally prepared statements and related
        documentation, in order to evaluate performance of the
        Debtors as compared to the Debtors' projected results;

     v) attend and advise at meetings with the Committee and its
        counsel and representatives of the Debtors and other
        parties;

    vi) assist and advise the Committee and its counsel in the
        development, evaluation and documentation of any plans)
        of reorganization or strategic transaction(s), including
        developing, structuring and negotiating the terms and
        conditions of potential plans(s) or strategic
        transactions) including the value of consideration that
        is to be provided;

   vii) assist and render expert testimony on behalf of the
        Committee (as may be agreed by Deloitte which may
        require a separate written engagement letter);

  viii) assist and advise the Committee in its analysis of the
        Debtors' hypothetical liquidation analyses under various
        scenarios; and

    ix) assist and advise the Committee in such other services,
        including but not limited to, tax services, valuation
        assistance, corporate finance/M&A advice, compensation
        and benefits consulting, or other specialized services
        as may be requested by the Committee and agreed to by
        Deloitte, which may require separate written engagement
        letters.

Deloitte & Touche will bill the Debtors' estates at their hourly
rates.  Sheila T. Smith, a member of Deloitte & Touche reports
that the firm's current hourly rates range from:

   Partner/Principal/Director         $600 to $650 per hour
   Senior Manager/Managing Directors  $350 to $575 per hour
   Manager                            $300 to $450 per hour
   Senior Consultant                  $250 to $350 per hour
   Consultant                         $180 to $275 per hour

A retail clothing chain headquartered in Meriden, Connecticut,
Bob's Stores, Inc., filed for chapter 11 protection on October 22,
2003 (Bankr. Del. Case No. 03-13254). Adam Hiller, Esq., at Pepper
Hamilton and Michael J. Pappone, Esq., at Goodwin Procter, LLP
represent the Debtors in their restructuring efforts. When the
Company filed for protection from its creditors, it listed debts
and assets of more than $100 million.


BULL RUN CORP: Seeks Review of Nasdaq's Delisting Determination
---------------------------------------------------------------
Bull Run Corporation (Nasdaq: BULL) announced it has received a
Nasdaq Staff Determination indicating that the Company fails to
comply with the minimum stockholders' equity requirement for
continued listing set forth in Marketplace Rule 4310(c)(2)(B), and
that its securities are therefore, subject to delisting from The
Nasdaq SmallCap Market. The Company has requested a hearing before
a Nasdaq Listing Qualifications Panel to review the Staff
Determination.  There can be no assurance the Panel will grant the
Company's request for continued listing.

No delisting action will be taken by Nasdaq until such time as the
Company's appeal can be heard.  The Company expects that the
hearing will be scheduled for a date within the next 45 days.  If
delisted from the Nasdaq SmallCap Market, the Company's securities
may be immediately eligible for quotation on the OTC Bulletin
Board.

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


CAMBRIDGE REAL: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Cambridge Real Estate Investments, Inc.
        1631 Dorchester Suite 174
        Plano, Texas 75075
        
Bankruptcy Case No.: 03-45635

Type of Business: Commercial real estate investments and
                  management firm.

Chapter 11 Petition Date: December 1, 2003

Court: Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: William L. Manchee, Esq.
                  12221 Merit Drive
                  Suite 750
                  Dallas, TX 75251
                  Tel: 972-960-2240
                  Fax: 972-233-0713

Total Assets: $1,665,150

Total Debts:  $1,156,500

Debtor's 6 Largest Unsecured Creditors:

Entity                             Claim Amount
------                             ------------
Citi Capital                            $34,000

HP Financial                            $30,000

Citicorp                                $38,000

Key Equipment Finance                   $28,000

HP Financial                            $30,000

Ohio Teachers Credit Union              $22,500


CAMELOT PROPERTY MANAGEMENT: Voluntary Chapter 11 Case Summary
--------------------------------------------------------------
Debtor: Camelot Property Management, LLC
        1601 West Camelback Road  
        Phoenix, Arizona 85015

Bankruptcy Case No.: 03-21252

Type of Business: Real estate

Chapter 11 Petition Date: December 4, 2003

Court: District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Donald W. Powell, Esq.
                  Carmichael & Powell, P.C.
                  7301 North 16th Street, #103
                  Phoenix, AZ 85020
                  Tel: 602-861-0777
                  Fax: 602-870-0296

Total Assets: $1 Million to $10 Million

Total Debts:  $1 Million to $10 Million


CATELLUS: Discloses Results of Special E&P Distribution Election
----------------------------------------------------------------
Catellus Development Corporation (NYSE: CDX) announced results of
the stockholders' elections regarding the special earnings and
profits ("E&P") dividend, a one-time distribution of the company's
accumulated E&P that is part of Catellus' pending conversion to a
real estate investment trust scheduled for January 1, 2004.
    
The E&P per share distribution, declared by the Board and
announced in
October, at $3.83 per share, is payable on December 18, 2003, to
stockholders of record at the close of business November 4, 2003.
Through December 1, stockholders had the opportunity to elect how
they preferred to receive their dividend -- all stock, all cash,
or a combination of 20 percent cash and 80 percent stock. For all
shares outstanding, 31.64 percent elected all stock, 59.23 percent
elected all cash, and 9.13 percent elected 20 percent cash and 80
percent stock. Based on the results of the elections, the
distribution to be made on December 18 will be as follows:

                                                        Cash
                           Shares of Stock         to be Received
  Election            to be Received Per Share        Per Share
  ------------------  -------------------------   ----------------
  Stock               0.162206 shares per share          N/A
  Cash                0.089361 shares per share   $1.720 per share
  20% Cash/80% Stock  0.129765 shares per share   $0.766 per share

As a result of the elections, the company anticipates the total
stock portion of the E&P distribution to be approximately 10.666
million shares. The number of shares of stock to be distributed is
calculated based on the average closing price of Catellus stock
from December 2, 2003, through December 8, 2003, which was
$23.612.
    
The total cash payable in the distribution is limited to $100
million, plus any cash payments in lieu of fractional shares.
Correspondingly, because the total cash elected in the combined
all-cash and 20 percent cash/80 percent stock elections exceeded
$100 million, the percentage of cash to be distributed to
stockholders who elected an all-cash dividend has been adjusted on
a pro rata basis.  Stockholders who elected 20 percent cash and 80
percent stock were not affected by the pro rata adjustment.

Catellus Development Corporation (S&P, BB Corporate Credit Rating,
Positive) is a publicly traded real estate development company
that owns and operates approximately 38.2 million square feet of
predominantly industrial property in many of the country's major
distribution centers and transportation corridors.  The company's
principal objective is sustainable, long-term growth in earnings,
which it seeks to achieve by applying its strategic resources:  a
lower-risk/higher-return rental portfolio, a focus on expanding
that portfolio through development, and the deployment of its
proven land development skills to select opportunities where it
can generate profits to recycle back into its business.  More
information on the company is available at http://www.catellus.com


CHC INDUSTRIES: Employs Colliers as Ohio Real Estate Broker
-----------------------------------------------------------
CHC Industries, Inc., asks the U.S. Bankruptcy Court for the
Middle District of Florida for authority to employ OM Partners
LLC, doing business as Colliers International, as its Real Estate
Broker with respect to two parcels of property located in Ohio.  

CHC's assets include fee ownership interest in numerous parcels of
real property upon which manufacturing plants are located. The
Debtor has been attempting to sell all of its real property.

The Debtor submits that it currently requires the services of a
real estate firm to locate qualified purchasers and to negotiate a
sale with such purchasers with respect to two parcels of real
property located in Cleveland, Ohio and Valley City, Ohio.

Joseph J. Martanovic reports that Colliers International was
employed by the Debtor as a real estate broker prior to the
Petition Date and will continue to represent it in this chapter 11
proceeding. For its services as a real estate broker, the Debtor
desires to pay Colliers International a sales commission of 6% of
the first $1 million of the purchase price and 4% of the gross
consideration thereafter.

Headquartered in Palm Harbor, Florida and formerly known as
Cleaners Hanger Company, CHC Industries, Inc., manufactures and
distributes steel wire coat hangers.  The Company filed for
chapter 11 protection on October 6, 2003 (Bankr. M.D. Fla. Case
No. 03-20775).  Scott A. Stichter, Esq., at Stichter, Riedel,
Blain & Prosser, PA, represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $25,000,000 in total assets and $20,000,000
in total debts.


COLONIAL CBO: Fitch Further Junks Class B Notes Rating to CC
------------------------------------------------------------
Fitch Ratings has downgraded one class of notes and affirmed two
classes of notes issued by Colonial Advisory Services CBO Ltd., a
collateralized bond obligation backed by high yield bonds.

     The following class has been downgraded:

        -- $75,865,154 class B notes to 'CC' from 'CCC+'.

     The following classes have been affirmed:

        -- $148,557,988 class A notes 'AA-';
        -- $83,077,751 class C notes 'C'.

According to its Nov. 20, 2003 trustee report, the Colonial CBO
portfolio collateral includes a par amount of $38.8 million
(18.2%) of defaulted assets. The deal also contains 17.9% of
assets rated 'CCC+' or below, excluding defaults. The class A and
class B overcollateralization tests are failing at 135.5% and
94.7%, versus their triggers of 140% and 118%, respectively.

In determining this rating action, a credit committee reviewed the
results of cash flow model runs, incorporating several different
default and interest rate stress scenarios. Also, Fitch discussed
with Colonial Advisory Services Inc., the investment advisor,
their expectations and opinions of the portfolio.


CRYOLIFE INC: Ackerman and Bevevino Join Board of Directors
-----------------------------------------------------------
CryoLife, Inc. (NYSE: CRY), announced that Thomas F. Ackerman and
Dan Bevevino have been elected to the company's Board of
Directors, effective immediately.  These two, newly elected board
members increase the number of directors to eight.

Thomas F. Ackerman is Senior Vice President and Chief Financial
Officer at Charles River Laboratories, a provider of critical
research tools and integrated support services that accelerate
drug discovery and research.  He is responsible for overseeing the
Accounting and Finance departments, as well as the Information
Technology Group and Investor Relations.  Mr. Ackerman joined
Charles River Laboratories in 1988 and now has more than twenty-
five years of combined accounting and international finance
experience.  He was named Controller, North America in 1992 and
became Vice President and Chief Financial Officer in 1996.  In
1999, he was named Senior Vice President.

Dan Bevevino is Vice President and Chief Financial Officer at
Respironics, a developer, manufacturer and marketer of medical
devices and programs used for the treatment of patients with sleep
and respiratory disorders.  Mr. Bevevino joined Respironics in
1988 and has served in a variety of positions with increasing
responsibility in finance and accounting.  Additionally, during
his tenure at Respironics, Mr. Bevevino has been responsible for
certain operating, sales and marketing activities.  He served as
Controller from 1990-1994, Chief Financial Officer, Controller
from 1994-1996 and was appointed Vice President, Chief Financial
Officer in 1996.

"Thomas Ackerman and Dan Bevevino will bring valuable business
experience and financial expertise to our Board of Directors,"
said Steven G. Anderson, Chairman and Chief Executive Officer. "We
welcome them to our Board and we look forward to the contributions
they will make to CryoLife."

CryoLife, Inc. is a leader in the processing and distribution of
implantable living human tissues for use in cardiovascular and
vascular surgeries throughout the United States and Canada.  The
Company's BioGlue(R) Surgical Adhesive is FDA approved as an
adjunct to sutures and staples for use in adult patients in open
surgical repair of large vessels and is CE marked in the European
Community and approved in Canada for use in soft tissue repair and
approved in Australia for use in vascular and pulmonary sealing
and repair.  The Company also manufactures the SynerGraft(R)
Vascular Graft, which is CE marked for distribution within the
European Community.

For additional information about the company, visit CryoLife's Web
site, http://www.cryolife.com/

                           *    *    *

                 Liquidity and Capital Resources

In its latest Form 10-Q filed with the Securities and Exchange
Commission, CryoLife Inc., reported:

        Overall Trend in Liquidity and Capital Resources

"The Company expects its liquidity to continue to decrease
significantly over the next twelve months due to 1) the
anticipated decrease in preservation revenues as compared to
preservation revenues prior to the FDA Order as a result of
reported tissue infections, the FDA Order, and associated adverse
publicity, 2) the increase in cost of human tissue preservation
services as a percent of revenue as a result of lower tissue
processing volumes and changes in processing methods, which have
increased the cost of processing human tissue and 3) an expected
use of cash due to the increased costs relating to the defense and
resolution of lawsuits and legal and professional costs relating
to the ongoing FDA compliance and the anticipated required Term
Loan pay off during 2003. The Company believes that anticipated
revenue generation, expense management, savings resulting from the
reduction in the number of employees in September 2002
necessitated by the reduction in revenues, and the Company's
existing cash and marketable securities will enable the Company to
meet its liquidity needs through at least June 30, 2004. In
addition, the Company has recorded $9.0 million related to the
potential expense of resolving current product liability claims in
excess of insurance coverage. The $9.0 million accrual is
reflective of settlement costs related to outstanding lawsuits,
and does not reflect actual settlement arrangements or judgments,
including punitive damages, which may be assessed by the courts.
The $9.0 million accrual is not a cash reserve. Should expenses
related to the accrual be incurred, the expenses would have to be
paid from insurance proceeds and liquid assets, if available. The
Company has called a meeting with the plaintiffs' attorneys to
determine the feasibility of obtaining a global settlement on
outstanding claims in order to substantially reduce the potential
cash payout related to these accruals and is currently evaluating
all of its alternatives in connection with resolving the dispute
with its upper layer excess carrier concerning the restrictions on
the matters it has excluded from coverage. If the Company is
unsuccessful in arranging settlements of product liability claims
for an amount substantially below the amount accrued, there may
not be sufficient insurance coverage and liquid assets to meet
these obligations, even if the Company satisfactorily resolves the
restrictions on the upper layer excess insurance coverage.
However, if the Company is unable to settle the outstanding claims
for amounts within its ability to pay and one or more of the
product liability lawsuits in which the Company is a defendant
should be tried during this period with a substantial verdict
rendered in favor of the plaintiff(s), there can be no assurance
that such verdict(s) would not exceed the Company's available
insurance coverage and liquid assets. The Company's product
liability insurance policies do not include coverage for any
punitive damages that may be assessed at trial. There is a
possibility that significant punitive damages could be assessed in
one or more lawsuits which would have to be paid out of the liquid
assets of the Company, if available.

"In addition, the Company has recorded $7.5 million for estimated
costs of unreported product liability claims related to services
performed and products sold prior to June 30, 2003. The $7.5
million accrual is not a cash reserve. The timing of the actual
payment of the expense related to the accrual is dependent on when
and if claims are asserted. Should expenses related to the accrual
be incurred, the expenses would have to be paid from insurance
proceeds and liquid assets, if available. Since amounts expensed
are estimates, the actual amounts required could vary
significantly.

"The Company's long term liquidity and capital requirements will
depend upon numerous factors, including the Company's ability to
return to the level of demand for its tissue services that existed
prior to the FDA Order, the outcome of litigation against the
Company, the timing of and amount required to resolve the product
liability claims, the resolution of the dispute with its upper
excess product liability insurance carrier, the ability to arrange
and fund a global settlement of outstanding claims for an amount
substantially below the amount of the accrual, and the Company's
ability to find suitable funding sources to replace the Term Loan.
The Company may require additional financing or seek to raise
additional funds through bank facilities, debt or equity
offerings, or other sources of capital to meet liquidity and
capital requirements beyond June 30, 2004. Additional funds may
not be available when needed or on terms acceptable to the
Company, which could have a material adverse effect on the
Company's business, financial condition, results of operations,
and cash flows. These are factors that indicate that the Company
may be unable to continue operations.

"On August 4, 2003 the Company approved a buyback of employee
stock options with an exercise price of $23 or greater. The option
buyback was approved for an aggregate of up to $350,000 using a
Black Scholes valuation model. The Company anticipates making the
offer to employees in third quarter of 2003.

                       Net Working Capital

"At June 30, 2003 net working capital (current assets of $52.6
million less current liabilities of $31.8 million) was $20.8
million, with a current ratio (current assets divided by current
liabilities) of 2 to 1, compared to net working capital of $37.6
million, with a current ratio of 3 to 1 at December 31, 2002. The
Company's primary capital requirements historically arose from
general working capital needs, capital expenditures for facilities
and equipment, and funding of research and development projects.
The Company has historically funded these requirements through
bank credit facilities, cash generated by operations, and equity
offerings. Based on the decrease in revenues resulting from the
adverse publicity surrounding the FDA Order, FDA Warning Letter,
and reported tissue infections, and the anticipated costs to be
paid by the Company in resolving pending litigation, the Company
expects that its cash used in operating activities will continue
to be high and will increase to the extent funds are needed to
defend and resolve litigation, and that net working capital will
significantly decrease.

"The Company's Term Loan, of which the principal balance was $4.5
million as of August 4, 2003, contains certain restrictive
covenants including, but not limited to, maintenance of certain
financial ratios and a minimum tangible net worth requirement, and
the requirement that no materially adverse event has occurred. The
lender has notified the Company that the FDA Order have had a
material adverse effect on the Company that constitutes an event
of default. Additionally, as of June 30, 2003, the Company is in
violation of the debt coverage ratio and net worth financial
covenants. Therefore, all amounts due under the Term Loan as of
June 30, 2003 are reflected as a current liability on the Summary
Consolidated Balance Sheets. The Company and the lender are
currently in the process of negotiating specific terms of a
forbearance agreement, which, if entered into, would increase the
interest rate charged on the Term Loan effective August 1, 2003 to
LIBOR plus 4% (5.32% at June 30, 2003), accelerate the principal
payments on the Term Loan by requiring a balloon payment to pay
off the outstanding balance by October 31, 2003, and cause the
Company to pay a $12,000 modification fee and the lender's
attorneys costs, which have yet to be determined. As of August 4,
2003 the Company has sufficient cash and cash equivalents to pay
the remaining outstanding balance of the Term Loan. Since the
lender is in the process of accelerating the payment of the debt,
the above chart shows payment of the outstanding balance of the
Term Loan during 2003.

"In the quarter ended June 30, 2003 the Company entered into two
agreements to finance $2.9 million in insurance premiums
associated with the yearly renewal of certain of the Company's
insurance policies. The amount financed accrues interest at a
3.75% rate and is payable in equal monthly payments through
January 2004. As of August 4, 2003 the outstanding balance of the
agreements was $1.3 million.

"Due to cross default provisions included in the Company's debt
agreements, as of June 30, 2003 the Company was in default of
certain capital lease agreements maintained with the lender of the
Term Loan. Therefore, all amounts due under these capital leases
are reflected as a current liability on the Summary Consolidated
Balance Sheets as of June 30, 2003."


DIVERSIFIED CORP: Enters into B4 Ventures Private Placement Pact
----------------------------------------------------------------
Diversified Corporate Resources, Inc. (Amex: HIR) announces that
it has entered into an agreement with B4 Ventures, a Dallas-based
investment fund, whereby B4 Ventures and certain of its affiliates
will purchase in a private-placement shares of a newly-issued
series of voting convertible preferred stock and warrants.  If
consummated in its entirety, and subject to DCRI achieving certain
net income thresholds for fiscal year 2004, the transaction could
result in the purchase of the equivalent of approximately 2
million shares of DCRI common stock for approximately $2,250,000.  
It is intended that $1,650,000 of the proceeds will become
available to DCRI in three installments on or before January 15,
2004. Completion of the transaction is subject to final
documentation.  J. Michael Moore, the Chairman and CEO of the
Company, commented that "This transaction represents a turning
point for DCRI as far as its return to the institutional capital
markets and will strengthen the Company's balance sheet for future
growth."

                          *    *    *
   
As reported in the Troubled Company Reporter's September 4, 2003
edition, Diversified Corporate Resources, Inc. dismissed Weaver
and Tidwell, L.L.P. as its independent accountants, effective
August 19, 2003, and appointed BDO Seidman, LLP as its independent
accountants.

The Weaver and Tidwell, L.L.P. reports on the Company's 2000, 2001
and 2002 consolidated financial statements were qualified as to
uncertainty regarding Diversified Corporate Resources' ability to
continue as a going concern.

Diversified Corporate Resources, Inc. is an human capital services
firm that provides a range of professional technology, engineering
and technical personnel on a contract and permanent placement
basis to high-end specialty employment markets, with a focus on
the information technology, telecommunication and engineering
industry niches. The Company currently operates a nationwide
network of offices to support its Fortune 500 and other client
companies.


DYNEGY: Fitch On-the-Alert for Closing of Unit's Sale to Ameren
---------------------------------------------------------------
Ameren Corp. announced it is engaged in exclusive discussions to
potentially purchase Dynegy Inc.'s utility subsidiary Illinois
Power company. Since no deal has been reached, there is no
indication to what, if any, impact the potential acquisition might
have on the credit quality of Ameren or its subsidiaries. If a
deal is eventually structured, the potential credit impact will
depend on the purchase price, financing plans and corporate
structure of the new entity, according to Fitch Ratings.

Previously, Exelon Corp. withdrew from an agreement with Dynegy to
acquire Illinois Power due to the inability to garner support for
legislation it deemed necessary to complete the acquisition. The
proposed legislation would have given the Illinois Commerce
Commission authority to expedite approval of the transaction and
to address post 2006 rate issues, including purchased power
contracts between Exelon's generation subsidiary and its Illinois
distribution utilities following the acquisition.


EAGLEPICHER INC: Commences Exchange Offer for Senior Sub. Notes
---------------------------------------------------------------
EaglePicher Incorporated announced that it has commenced its offer
to exchange up to $250,000,000 principal amount of newly issued 9-
3/4% Senior Subordinated Notes Due 2013 registered under the
Securities Act of 1933, as amended, for a like amount of its
outstanding privately placed 9-3/4% Senior Subordinated Notes Due
2013.  Exchange offers of this kind are customary in transactions
in which notes have been issued in a private placement under Rule
144A of the Securities Act, as were EaglePicher Incorporated's
outstanding notes.  The offer expires on January 9, 2004, at 5:00
p.m., New York time unless extended by EaglePicher Incorporated.

EaglePicher Incorporated, founded in 1843 and headquartered in
Phoenix, Arizona, is a diversified manufacturer and marketer of
innovative, advanced technology and industrial products and
services for space, defense, environmental, automotive, medical,
filtration, pharmaceutical, nuclear power, semiconductor and
commercial applications worldwide.  The company has 4,000
employees and operates more than 30 plants in the United States,
Canada, Mexico, the U.K. and Germany.  Additional information is
available on the Internet at http://www.eaglepicher.com/

                          *    *    *

As reported in the Troubled Company Reporter's September 9, 2003
edition, Standard & Poor's Ratings Services lowered its rating on
EaglePicher Holdings, Inc.'s $146 million 11.75% cumulative
redeemable exchangeable preferred stock due 2008 to 'D' from
'CCC+'. All other outstanding ratings on EPH and EaglePicher Inc.,
a wholly owned subsidiary of EPH, were affirmed.

"The rating action on the preferred stock is the result of the
company's failure to make the dividend payment of $8.3 million due
on Sept. 2, 2003," said Standard & Poor's credit analyst Linli
Chee. EPI's senior secured credit facility prohibits the company
from paying cash dividends unless total debt to EBITDA is less
than 3x on a pro forma basis. If the company does not pay cash
dividends, holders of the preferred stock are entitled to elect
the majority of the company's board of directors. Granaria
Holdings B.V., the majority owner of the company, also controls
about 78% of the preferred stock.


EL PASO CORP: Sells Interest in Portland Natural Gas for $56 Mil.
-----------------------------------------------------------------
El Paso Corporation (NYSE: EP) announced that it closed on the
sale of its interest in Portland Natural Gas Transmission System
for approximately $56 million.  Affiliates of TransCanada
Corporation and Gaz Metro purchased the company's 29.64 percent
interest in the partnership.  The transaction was completed on
December 3, 2003.
    
This sale supports El Paso's previously announced 2003 five-point
business plan, which includes exiting non-core businesses quickly
but prudently, and strengthening and simplifying the balance sheet
while maximizing liquidity.
    
El Paso Corporation (S&P, B+ L-T Corporate Credit Rating,
Negative) is the leading provider of natural gas services and the
largest pipeline company in North America.  The company has core
businesses in pipelines, production, and midstream services.  Rich
in assets, El Paso is committed to developing and delivering new
energy supplies and to meeting the growing demand for new energy
infrastructure.  For more information, visit http://www.elpaso.com


ENCOMPASS: Disbursing Agent Wants 25 Insured Claims Disallowed
--------------------------------------------------------------
Encompass Disbursing Agent, Todd A. Matherne, objects to 25
claims filed in the Encompass Services Corporation Debtors'
bankruptcy cases.  Marcy E. Kurtz, Esq., at Bracewell & Patterson,
LLP, in Houston, Texas, contends that given all 25 Claims are
valid obligations of the Debtors, the claims should be disallowed
because they will be fully funded by the Debtors' insurance
policies.  

The Claimants don't have a right to payment from the Debtors'
estate because insurance contracts are in effect with the
deductible already paid in full.  The Claimants may demand
payment from the Debtors' insurance carriers instead, assuming
all other appropriate criteria, including liability, are
established.  The Debtors have already notified their insurance
carriers of these known alleged Insurance-Funded Claims, Ms.
Kurtz relates.   

Mr. Matherne asks the Court to disallow the 25 Insurance-Funded
Claims.  Ten of these Claims are:

  Claimants                 Claim No.      Claim Amount
  ---------                 ---------      ------------
  GGP-Ivanhoe II, Inc.        3189           $880,000
  Alderwood Mall              3208            240,000
  Boulevard Associates        3209            180,000
  Park Mall, LLC              3203            100,000
  Tracy Mall Partnership      3196            100,000
  Lee Morley                  2629            400,000
  Rhonda Valdez               3159            100,000
  Doris Mayfield              3671             38,664
  Robin Hauswitzer            4119              5,843
  Patrick Graham              1558              5,000
(Encompass Bankruptcy News, Issue No. 22; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ENRON: Asks Court to Compel 3 Paper Cos. to Turnover Payments
-------------------------------------------------------------
Enron North America Corporation and Enron Energy Services, Inc.,
ask the Court to:

   (a) enforce the automatic stay on Expo Dying and Finishing,
       formerly known as Sees Color Textile, The Journal
       Inquirer, Inc., and Newtown Paper Company, Inc.;

   (b) compel Expo Dying to turn over immediately to EES a
       $656,894 matured debt -- $375,005 in prepetition accounts
       receivable and $281,889 in postpetition accounts
       receivable;

   (c) compel Journal Inquirer to turn over immediately to ENA a
       $446,586 matured debt -- $222,659 in prepetition accounts
       receivable and $223,926 in postpetition accounts
       receivable;

   (d) compel Newtown Paper to turn over immediately to ENA a
       $398,265 matured postpetition debt; and

   (e) impose on Expo Dying, Journal Inquirer and Newtown Paper
       civil contempt sanctions, including:

       -- reimbursement of the attorneys' fees ENA and EES
          incurred;

       -- $10,000 daily penalty if payment is not made within
          48 hours after the Court compels them to make the
          payments; and

       -- $15,000 daily penalty if no turnover of funds is made
          within seven days after the Court's order.

Barry J. Dichter, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, relates that ENA and EES entered into contracts with
hundreds of counterparties, involving billions of dollars.  Many
of these contracts generated accounts receivable, representing
compensation for performance under the contracts by the Debtors
prior to termination.  Many of the contracts also generated
termination payments, representing the value of future
performance under a terminated contract.

In a significant number of instances, where the amount owed to a
Debtor is less than $1,000,000, the counterparty effectively bet
that the Debtors will not pursue the amounts in issue.  These
counterparties have, in essence, said, "I owe the money but you
are bankrupt and out of business so why should I pay you."  Expo
Dying, Journal Inquirer and Newtown Paper are among these
counterparties, Mr. Dichter tells the Court.

"While these debts may be relatively small when viewed
individually, they collectively constitute a material asset of
the estates," Mr. Dichter says.

The Debtors repeatedly asked Expo Dyeing, Journal Inquirer and
Newtown Paper to make the payments, and warned them that contempt
sanctions could be levied against them.  However, Expo Dyeing,
Journal Inquirer and Newtown Paper still refused to pay the debt
they owed to the Debtors.

Mr. Dichter argues that the Court should grant the Debtors'
request because:

   (a) Expo Dyeing, Journal Inquirer and Newtown Paper violated
       the automatic stay under Section 362 of the Bankruptcy
       Code when they wrongfully exercised dominion and control
       over the debt that is property of the estate;

   (b) the refusal of Expo Dyeing, Journal Inquirer and Newtown
       Paper to turn over funds owed to the estate will adversely
       affect the Debtors' reorganization by diminishing the
       recoveries received by the estates' creditors;

   (c) the issuance of an injunction would be in the public's
       interest; and

   (d) Expo Dyeing, Journal Inquirer and Newtown Paper were
       provided with adequate notice of their contempt if they
       refuse to turn over the owed amounts, which they never
       contested. (Enron Bankruptcy News, Issue No. 89; Bankruptcy
       Creditors' Service, Inc., 215/945-7000)


ENVOY COMMS: Retains Jefferies as Merger & Acquisitions Advisor
---------------------------------------------------------------
Envoy (NASDAQ: ECGI/TSX: ECG) engages Jefferies & Company of New
York as its strategic merger and acquisitions advisor. This
follows Envoy's previously released announcement of its intention
to embark on a strategic M&A expansion plan to further enhance its
leadership position in North America and Europe.

"Our goal is to increase shareholder value through both profitable
organic growth and a sound M&A program," said Geoff Genovese, CEO
of Envoy Communications Group. "Jefferies & Company is a world-
class partner, has a deep understanding of our industry and as a
leading M&A advisor to middle market companies, will be a valuable
asset to our M&A program."

Envoy's results for its fiscal year ended September 31, 2003 will
be released the week of January 19, 2004. "The re-engineering plan
we implemented over the past year has had a positive impact on
both our bottom and top lines. These financial improvements have
made it possible for Envoy to embark on a M&A plan that we
believe, when implemented, will be a significant driver of
shareholder value." says Genovese.

Envoy Communications Group Inc. (NASDAQ: ECGI/TSE:ECG) is an
international consumer and retail branding company with offices
throughout North America and Europe. For more information on Envoy
visit http://www.envoy.to/

Jefferies & Company, Inc., the principal operating subsidiary of
Jefferies Group, Inc. (NYSE: JEF), is a full-service investment
bank and institutional securities firm focused on the middle
market. Jefferies offers financial advisory, capital raising,
mergers and acquisitions, and restructuring services to small and
mid-cap companies. The firm provides outstanding trade execution
in equity, high yield, convertible and international securities,
as well as fundamental research and asset management capabilities,
to institutional investors. Additional services include
correspondent clearing, prime brokerage, private client services
and securities lending. The firm's leadership in equity trading is
recognized by numerous consulting and survey organizations, and
Jefferies' affiliate, Helfant Group, Inc., executes approximately
eleven percent of the daily reported volume of the NYSE. Through
its subsidiaries, Jefferies Group, Inc. employs more than 1,400
people in offices worldwide, including Atlanta, Boston, Chicago,
Dallas, London, Los Angeles, New York, Paris, San Francisco,
Tokyo, Washington and Zurich. Further information about Jefferies,
including a description of investment banking, trading, research
and asset management services, can be found at
http://www.jefco.com/

At June 30 2003, the company's balance sheet discloses a working
capital deficit of about CDN$3 million.


FEDERAL-MOGUL: Hoskins Wants to Collect Amended MO Order on Bond
----------------------------------------------------------------
Forest and Julia D. Hoskins sought relief from the automatic stay
to permit them and the Federal-Mogul Corporation Debtors to
continue to litigate an appeal filed by the Debtors in the
Missouri Supreme Court for money judgment.  The action was styled
Hoskins v. Business Men's Assurance Co.  The stay relief provided
that in the event the appeal was unsuccessful, the Hoskins will be
allowed to enforce the Missouri Judgment against an $8,916,392
supersedeas bond appertained to the Hoskins by the Debtors, as
principals, and Travelers Casualty and Surety Company of America,
as surety.

Subsequently, the Bankruptcy Court entered a Stipulated Order
among the Hoskins, the Debtors and the Official Committee of
Unsecured Creditors, allowing the appeal of the Missouri Judgment
to proceed in the Missouri Supreme Court.

The Missouri Supreme Court resolved the sole issue, which
provided it with subject matter jurisdiction over the Debtors'
appeal.  Without reaching the merits of the appeal, the Missouri
Supreme Court transferred the case to the Western District of
Missouri Court of Appeals for resolution of the remaining issues
on appeal.

On August 27, 2002, the Bankruptcy Court entered a second
Stipulated Order, which allowed the parties to prosecute and
exhaust the appeal of the Missouri Judgment.  The Western
District of Missouri Court of Appeals reversed the trial court
decision on the allowance of prejudgment interest, but otherwise
affirmed the Missouri Judgment.  The Supreme Court of Missouri
denied rehearing late October, so at this point, the Debtors have
exhausted their right to appeal the Missouri Judgment through the
Missouri state courts.  The Hoskins understand that the Debtors
have determined not to petition for a writ of certiorari from the
United States Supreme Court.

The Hoskins recently approached the Debtors through counsel about
consenting to modify the August 27, 2002 Order and the automatic
stay in these cases to allow them to collect on the Bond.  As it
turned out, the Debtors did not have any objection to the
Hoskins' request.

The Hoskins, therefore, ask the Court to approve their agreement
with the Debtors, modifying the August 27, 2002 Order and the
automatic stay, allowing them to collect the Missouri Judgment,
as amended on appeal, on the Bond.  

According to Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP,
in Wilmington, Delaware, the agreement would not affect the
impact of the automatic stay on any other collection efforts by
the Hoskins against the Debtors' estates.

The agreement should be approved because the Debtors have
exhausted their right to appeal the Missouri Judgment and cannot
ultimately prevent the Hoskins from collecting on the Bond.  
Moreover, because of the denial of prejudgment interest, the
amount of the Bond still exceeds the amount of the Missouri
Judgment at present, although it continues to accrue post-
judgment interest on a daily basis and will eclipse the amount of
the Bond in several months.  Thus, by allowing the Hoskins to
collect on the Bond at this point than at some later date, a
portion of the Bond will not be necessary to satisfy the Missouri
Judgment in full.

Besides, Mr. Macauley points out that the Hoskins are determined
to collect on the Bond whether or not there is an agreement to
modify the August 27 Order and the automatic stay.  Under the
circumstances, there is "cause" to modify the stay and the August
27 Order, in view of Forest Hoskins' medical condition and the
advanced stage of his illness.  

Once sufficient interest on the Missouri Judgment accrues so that
it equals the amount of the Bond, the Debtors will no longer have
any equity in the Bond, and it is not necessary for their
effective reorganization.  Therefore, the agreement between the
Hoskins and the Debtors allows the estates to avoid unnecessary
and unproductive litigation.  

Mr. Macauley assures the Court that the approval of the agreement
will not prejudice the estates because it will keep the automatic
stay in effect with respect to any other collection efforts by
the Hoskins, that is, other than on the Bond. (Federal-Mogul
Bankruptcy News, Issue No. 47; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FLEMING COS: Plan-Filing Exclusivity Extended to Jan. 30, 2004
--------------------------------------------------------------
Fleming Companies, Inc., along with its debtor-affiliates, and the
Official Committee of Unsecured Creditors sought and obtained
Court permission to extend:

   -- the Debtors' Exclusive Plan Proposal Period through and
      including January 30, 2004; and

   -- the Debtors' Exclusive Solicitation Period through and
      including March 30, 2004.

The Debtors need the extensions to avoid premature formulation of
a Chapter 11 plan and ensure that the formulated plan takes into
account the interests of all the Debtors and their employees,
creditors, and estates.

The Debtors and the Committee also obtained the Court's approval
on a stipulation setting forth the basis for the Committee's
support of an exclusive periods extension. (Fleming Bankruptcy
News, Issue No. 17; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


GAUNTLET: Canadian Court Approves Plan; Commences Implementation
----------------------------------------------------------------
Gauntlet Energy Corporation provides the following update in
respect of the process undertaken to maximize value for its
various stakeholders. On November 6, 2003, Gauntlet obtained an
order of the Court providing for the holding of meetings of
creditors to be held on December 4, 2003, to vote upon Gauntlet's
plan of compromise and arrangement and extending the stay of
proceedings to December 5, 2003.

The Plan was approved by each of the Secured Creditors at the
Secured Creditors Meeting and the Unsecured Creditors at the
Unsecured Creditors Meeting by a majority in numbers and amounts
in excess of 85% of those attending such meetings. The Court
approved the Plan on December 5, 2003, and extended the stay of
proceedings until implementation of the Plan.

On December 8, 2003, the Plan was implemented resulting in:

    - the compromise and settlement of all Secured Creditors,
      Unsecured Creditors and other Creditors in accordance with
      the Plan;

    - the retraction of all of the issued Common Shares of
      Gauntlet; and

    - Gauntlet becoming a wholly owned subsidiary of Ketch
      Resources Ltd.

Gauntlet has instituted the process to delist its common shares
from trading on the facilities of the Toronto Stock Exchange.


GAUNTLET: Ketch Resources Closes Acquisition Pursuant to Plan
-------------------------------------------------------------
Ketch Resources Ltd. completed the acquisition of Gauntlet Energy
Corporation pursuant to a Plan of Arrangement under the Companies'
Creditors Arrangement Act. The Plan was approved by the Secured
and Unsecured Creditors of Gauntlet on December 4th and the Court
of Queen's Bench of Alberta on December 5th.

The assets acquired by Ketch add production of approximately 1,000
barrel of oil equivalent per day (96% natural gas) to Ketch's
existing production, net of approximately 650 boe per day of
production that Ketch is in the process of divesting. In addition,
Ketch adds approximately 95,000 net acres of undeveloped land, 2D
and 3D seismic data and approximately $65 million of quality tax
pools.

Mr. Grant B. Fagerheim, President and CEO of Ketch stated, "The
acquisition of Gauntlet expands Ketch's growth potential while
adding unhedged gas reserves at attractive acquisition
parameters."

Ketch also announces that it has expanded its 2004 capital budget
to $55 million from $48 million as a result of the completion of
this acquisition.

Ketch's common shares are listed on the Toronto Stock Exchange
under the symbol KER. Ketch is a Canadian growth oriented energy
company engaged in the exploration, development and production of
crude oil and natural gas.


GEORGETOWN STEEL: Nexsen Pruet Serves as Panel's Local Counsel
--------------------------------------------------------------
The Official Unsecured Creditors' Committee of Georgetown Steel
Company, LLC's chapter 11 case wishes to employ Nexsen Pruet
Jacobs & Pollard, LLC as Local Counsel.  

The Committee believes that Nexsen Pruet is a "disinterested
person" as that term is defined in the Bankruptcy Code.  Nexsen
Pruet services include:

     a) advising the Committee of its rights, powers and duties;

     b) assisting in the investigation of the acts, conduct,
        assets, liabilities and financial condition of the
        Debtor, the operation of the Debtor's business and any
        other matters relevant to the case or to the formulation
        of a plan of reorganization or liquidation;

     c) preparing on behalf of the Committee all necessary and
        appropriate applications, motions, pleadings, proposed
        orders, notices, schedules, and other documents, and
        reviewing all financial and other reports to be filed in
        the Chapter 11 case;

     d) advising the Committee concerning, and preparing
        responses to, applications, motions, pleadings, notices
        and other papers that may be filed and served in the
        Chapter 11 case;

     e) appearing in Court and at statutory meetings of
        creditors to represent the interests of the Committee;

     f) assisting in the negotiation, formulation, drafting and
        confirmation of a plan or plans of reorganization and
        matters related thereto; and

     g) performing all other legal services for and on behalf of
        the Committee that may be necessary or appropriate in
        the administration of the Chapter 11 case.

The Nexsen Pruet attorneys will bill at their customary rates for
their services.  The professionals who will be responsible in this
retention are:

          Julio E. Mendoza, Jr.         $285 per hour
          Suzanne Taylor Graham Grigg   $145 per hour
          Janette P. Carter             $95 per hour

Headquartered in Georgetown, South Carolina, Georgetown Steel
Company, LLC, manufactures high-carbon steel wire rod products
using the Direct Reduced Iron (DRI) process.  The Company filed
for chapter 11 protection on October 21, 2003 (Bankr. S.C. Case
No. 03-13156).  Michael M. Beal, Esq., at McNair Law Firm P.A.,
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
estimated debts and assets of over $50 million each.


GLOBAL CROSSING: Unveils New Board of Directors
-----------------------------------------------
Global Crossing and Singapore Technologies Telemedia (ST
Telemedia) announced Global Crossing's new Board of Directors.

    * Lodewijk Christiaan van Wachem will serve as chairman
         of the board, and

    * Peter Seah will become the vice chairman.

Additional new directors include:

    * E.C. "Pete" Aldridge, Jr.,

    * Archie Clemins,

    * Donald L. Cromer,

    * Richard R. Erkeneff,

    * Lee Theng Kiat,

    * Charles Macaluso,

    * Michael Rescoe, and

    * Robert J. Sachs.
    
ST Telemedia will become a 61.5 percent equity shareholder of
Global Crossing upon consummation of the ST Telemedia-Global
Crossing purchase agreement and Global Crossing's emergence from
bankruptcy.  Under Global Crossing's plan of reorganization, ST
Telemedia appoints eight of the directors, while two members are
appointed by Global Crossing's creditors committee to form the new
ten-member board.
    
All board appointments will become effective immediately upon
Global Crossing's emergence from bankruptcy.  The new board of
directors intends to work closely with the current management team
to build on the accomplishments that have been achieved during the
past 22 months and to help Global Crossing become a global
telecommunications leader.
    
                    Biographical Data

Chairman of the Board, Lodewijk van Wachem was president of the
Royal Dutch Petroleum Company from 1982 to 1992 and chairman of
its supervisory board from 1992 to 2002.  He joined the Royal
Dutch/Shell Group in 1953 and served in various capacities in
Latin America, Africa, the Far East and Europe.  In addition to
his new role as chairman of the board of Global Crossing, Mr. van
Wachem currently serves on the supervisory board of Royal Philips
Electronics N.V., on the boards of ATCO (Canada) Ltd. and Zurich
Financial Services, and on the executive board of Rand Europe.

Vice chairman of Global Crossing's new board, Peter Seah,
president and chief executive officer of Singapore Technologies
Group, is also chairman of SembCorp Industries and Singapore
Technologies Engineering.  He serves on the boards of Singapore
Technologies Group and its companies including CapitaLand Limited,
Chartered Semiconductor Manufacturing Ltd., StarHub Pte. Ltd., and
ST Assembly Test Services.  Prior to joining Singapore
Technologies Group, Mr. Seah was a banker for 33 years, and served
as vice chairman and chief executive officer of Overseas Union
Bank.
    
In addition to the chairman and vice chairman, the other eight new
board members include:

   *  Pete Aldridge, former Under Secretary of Defense for
Acquisition, Technology and Logistics.  Mr. Aldridge will also
serve as the head of the board's four-member security committee as
outlined in the National Security Agreement signed by Global
Crossing, ST Telemedia, and the U.S. Government.  His past
positions also include chief executive officer of the Aerospace
Corporation, president of McDonnell Douglas Electronic Systems,
Secretary of the Air Force, and numerous other senior posts within
the Department of Defense.  Mr. Aldridge is a current member of
the Lockheed Martin board of directors;

    * Archie Clemins, owner and president of Caribou Technologies,
Inc., and co-owner of TableRock International LLC.  A veteran of
the U.S. military, he concluded his career in Hawaii as an Admiral
and the 28th Commander of the U.S. Pacific Fleet.  Admiral Clemins
will also serve on the security committee;

    * Donald Cromer, former president of the Hughes Space and
Communications Company.  A 32-year veteran of the U.S. Air Force,
he concluded his career as a Lt. General and the Commander of
Space and Missile Center. General Cromer will also serve on the
security committee;

    * Richard Erkeneff, formerly the president and chief executive
officer of United Industrial Corporation.  He has also held senior
posts with McDonnell Douglas Corporation.  Mr. Erkeneff will also
serve on the security committee;

    * Lee Theng Kiat, president and chief executive officer of ST
Telemedia Pte. Ltd.  Mr. Lee joined Singapore Technologies (ST) in
1985 and has held various senior positions in the company
including directorships in legal and strategic business
development.  In 1993, recognizing the promise of the
telecommunications sector, Mr. Lee spearheaded the creation of ST
Telemedia as a new business area for ST.  Since that time, Mr. Lee
has led ST Telemedia's growth by investing in and managing
information-communications businesses.

    * Charles Macaluso, founding principal and chief executive
officer of Dorchester Capital Advisors (formerly East Ridge
Consulting, Inc.), a management consulting and corporate advisory
firm founded in 1996.  Mr. Macaluso also currently serves as a
director of Darling International;

    * Michael Rescoe, chief financial officer and executive vice
president, financial services, of the Tennessee Valley Authority,
a federal corporation that is the nation's largest public power
company and a regional development agency that manages the fifth-
largest river system in the United States; and

    * Robert Sachs, a communications attorney, who currently
serves as president & CEO of the National Cable &
Telecommunications Association (NCTA) since 1999.  Prior to
joining NCTA, Mr. Sachs was a co-founder and principal of the
Continental Consulting Group, LLC, a consulting firm serving the
cable television industry, and prior to that he served in various
executive capacities with Continental Cablevision, Inc., and its
successor MediaOne, Inc.

In addition to the security committee, Global Crossing's board
plans to create an executive committee composed of both directors
and non-directors.
    
Executive committee members are expected to include: Pete
Aldridge, a Global Crossing director; Terry Clontz, president and
chief executive officer of StarHub; Richard Erkeneff, a Global
Crossing director; Lee Theng Kiat, a Global Crossing director and
president and chief executive officer of ST Telemedia; Jeremiah
Lambert, former co-chairman of Global Crossing's board; John
Legere, chief executive officer of Global Crossing; Charles
Macaluso, a Global Crossing director and founding principal and
chief executive officer of Dorchester Capital Advisors; and Jean
Mandeville, chief financial officer of ST Telemedia.

                      ABOUT GLOBAL CROSSING
    
Global Crossing provides telecommunications solutions over the
world's first integrated global IP-based network, which reaches 27
countries and more than 200 major cities around the globe. Global
Crossing serves many of the world's largest corporations,
providing a full range of managed data and voice products and
services.
    
On January 28, 2002, Global Crossing Ltd. and certain of its
subsidiaries (excluding Asia Global Crossing and its subsidiaries)
commenced Chapter 11 cases in the United States Bankruptcy Court
for the Southern District of New York (Bankruptcy Court) and
coordinated proceedings in the Supreme Court of Bermuda (Bermuda
Court). On the same date, the Bermuda Court granted an order
appointing joint provisional liquidators with the power to oversee
the continuation and reorganization of the Bermuda-incorporated
companies' businesses under the control of their boards of
directors and under the supervision of the Bankruptcy Court and
the Bermuda Court. Additional Global Crossing subsidiaries
commenced Chapter 11 cases on April 23, August 4 and
August 30, 2002, with the Bermuda incorporated subsidiaries filing
coordinated insolvency proceedings in the Bermuda Court. The
administration of all the cases filed subsequent to Global
Crossing's initial filing on January 28, 2002 has been
consolidated with that of the cases commenced on January 28, 2002.

Global Crossing's Plan of Reorganization, which was confirmed by
the Bankruptcy Court on December 26, 2002, does not include a
capital structure in which existing common or preferred equity
will retain any value.
    
On November 18, 2002, Asia Global Crossing Ltd., a majority-owned
subsidiary of Global Crossing, and its subsidiary, Asia Global
Crossing Development Co., commenced Chapter 11 cases in the United
States Bankruptcy Court for the Southern District of New York and
coordinated proceedings in the Supreme Court of Bermuda, both of
which are separate from the cases of Global Crossing.  Asia Global
Crossing has announced that no recovery is expected for Asia
Global Crossing's shareholders.  Asia Netcom, a company organized
by China Netcom Corporation (Hong Kong) on behalf of a consortium
of investors, has acquired substantially all of Asia Global
Crossing's operating subsidiaries except Pacific Crossing Ltd., a
majority-owned subsidiary of Asia Global Crossing that filed
separate bankruptcy proceedings on July 19, 2002.

Global Crossing no longer has control of or effective ownership in
any of the assets formerly operated by Asia Global Crossing.
    
Please visit http://www.globalcrossing.com/for more information  
about Global Crossing.

                 ABOUT SINGAPORE TECHNOLOGIES TELEMEDIA
    
Singapore Technologies Telemedia (ST Telemedia) is a leading
information and communications company in the Asia-Pacific region.  
Incorporated in 1994, the company provides a wide range of
communications and information services including fixed and mobile
communications, Internet exchange and data communications,
satellite, broadband and Pay TV. ST Telemedia also is a major
shareholder in StarHub, Singapore's info-communications company
providing a full range of information, communications and
entertainment services over fixed, mobile and Internet platforms;
in Indosat, Indonesia's second largest telecommunications service
provider; and in Equinix, the largest global network-neutral data
center and Internet exchange service company in the United States
and the Asia-Pacific region.
    
ST Telemedia is a subsidiary of the Singapore Technologies Group,
a technology-based multinational with operations and interests in
more than 20 countries, including the United States.  The Group
has U.S. investments in Alabama, Arizona, California,
Massachusetts, North Carolina, Texas, and Virginia.

Please visit http://www.sttelemedia.com/for more information  
about Singapore Technologies Telemedia.


GLOBAL CROSSING: Files Annual Report on Form 10-K with SEC
----------------------------------------------------------
Global Crossing announced that it has filed with the Securities
and Exchange Commission (SEC) its 2002 annual report on Form 10-K.  
The filing, which is available on the SEC and Global Crossing Web
sites, includes financial statements for the 2000, 2001 and 2002
fiscal years.
    
The Form 10-K is Global Crossing's first periodic report filed
with the SEC since its Form 10-Q for the fiscal quarter ended
September 30, 2001.  The filing of periodic reports and the
preparation of audited financial statements for 2001 and 2002 had
been delayed due to the cessation of the audit practice of its
prior auditor, Arthur Andersen, the demands of the bankruptcy
process, and a then-pending investigation by a special independent
committee of its board of directors into certain allegations
relating to concurrent transactions for the purchase and sale of
telecommunications capacity and services.
    
In October 2002, Global Crossing announced that it would restate
its accounting for the concurrent transactions recorded in certain
filings previously made with the SEC.  The financial statements
included in the 2002 Form 10-K filing reflect these restatements,
as well as certain additional restatements identified during the
course of the audit of Global Crossing's 2001 and 2002 financial
statements.  A detailed description of the restatements and their
impact on financial statements previously filed with the SEC may
be found in the Form 10-K filing made today.

In connection with the filing of the Form 10-K and Global
Crossing's impending emergence from bankruptcy, Global Crossing
also announced its intention to file the following reports with
the SEC within fifteen days after its emergence:

    * Quarterly reports on Form 10-Q for the first, second and
      third fiscal quarters of 2003.

    * A current report on Form 8-K including a "fresh start"
      balance sheet establishing a "fair value" basis for the  
      carrying value of the assets and liabilities of the
      reorganized company.

As previously announced, Global Crossing's plan of reorganization
provides for the cancellation of existing preferred and common
stock.  The holders of these previously publicly traded securities
will receive no consideration under the plan of reorganization.


GLOBAL MOTORSPORT: S&P Rates $85 Mil. Senior Secured Notes at B-
----------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B-' rating to
Global Motorsport Group Inc.'s privately placed, Rule 144A $85
million senior secured notes due 2008.

At the same time, Standard & Poor's assigned its 'B-' corporate
credit rating to the company. Morgan Hill, California-based Global
Motorsport is the largest independent distributor of aftermarket
parts and accessories for Harley-Davidson motorcycles. Pro forma
total debt, including the $16.5 million in debt of parent Global
Motorsport Holdings Inc., was $102 million as of Nov. 1, 2003.
Issue proceeds will be used to refinance the company's existing
credit facility and add to cash balances. The ratings outlook is
negative.

"The rating reflects the company's historically volatile operating
performance and discretionary cash flow, as well as its high debt
leverage," said Standard & Poor's credit analyst Hal Diamond.
Global Motorsport's market share is only about one-third of the
size of Harley-Davidson Inc.'s parts and accessories business.
Harley-Davidson only sells parts and accessories through its
network of exclusive dealers, thus leaving a market niche of
independent dealers for Global Motorsport to exploit.

EBITDA has been volatile over the past several years despite
Harley-Davidson's ongoing growth in unit production, large
installed base, and the desire of enthusiasts to customize their
motorcycles. Profitability was negatively impacted in the fiscal
year ended Feb. 1, 2003, due to prior management's strategies.
Sales declined 7% due to the company's inability to fill orders
because of insufficient inventory levels, while EBITDA fell 14%
reflecting high operating and overhead expenses.

During fiscal 2003, the company replaced almost its entire
management team, following several quarters of poor operating
performance and concerns raised with respect to the need to
restate its fiscal 2001 financial statements. The new management
team is implementing a strategic plan to improve profitability and
rationalize operations. Sales were flat in the nine months ended
Nov. 1, 2003, as increased pricing and an improvement in the
merchandise fill rate were offset by lower volume.

The company will need to continue to turn around its operating
performance and generate positive discretionary cash flow in order
to reduce its debt leverage. Additionally, the company is
addressing concerns raised by its auditors. Failure to correct
these material weaknesses could have a material adverse effect on
its business and financial condition.


GLOBALSTAR: Thermo Closes Acquisition & Begins Funding Ops.
-----------------------------------------------------------
Globalstar, L.P. and Thermo Capital Partners LLC finalized their
previously-announced acquisition plan. As a result, a new
Globalstar company, controlled by Thermo, has been established,
and Thermo will be providing funding for the new company's
operations.

Under the acquisition agreement, Globalstar's business assets will
be transferred to the new company, which will operate under the
Globalstar brand name. The transfer of certain assets has already
occurred, and the entire process will be completed upon receipt of
U.S. regulatory approval, which is expected to take place in the
first quarter of 2004. In the meantime, Globalstar's regulated
assets will remain with Globalstar, L.P. and will be operated by
the new company pursuant to a management agreement.

As a result of the transaction with Thermo, Globalstar service and
customer support around the world will continue uninterrupted, and
the new company is planning to introduce an accelerated business
expansion plan later in 2004.

"This is the beginning of a new, very encouraging chapter for
Globalstar," said company president Tony Navarra. "Our working
relationship with Thermo has already spanned many months, and as a
result, we have been able to rapidly develop with them an outline
for an aggressive business plan that will give Globalstar the
opportunity to broaden our business and to introduce new products
and services in the future."

The announcement follows last month's approval by the U.S.
Bankruptcy Court in Delaware of the acquisition of the Globalstar
business by Thermo. The agreements completed late last week will
give Thermo an 81.25% ownership of the new company that will
eventually take control of substantially all of Globalstar's
assets and operations, in exchange for a cash investment of up to
$43 million. The remaining 18.75% of the equity interests in the
new company will be retained by Globalstar for future distribution
to its creditors under its bankruptcy plan. Additionally,
Globalstar's creditors will have the right to purchase additional
equity interests in the new company for an aggregate ownership
interest of up to 36.37%.

"Even in the midst of this challenging restructuring process,
Globalstar has been able to achieve truly astounding growth,
opening up many new markets and more than tripling our subscriber
base since our restructuring work first began," Mr. Navarra added.
"With this process now almost complete, we should be able to
accelerate our business growth even further, reinforcing the
company's leadership in the mobile satellite phone industry."

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

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


HALLMARK HEALTH: S&P Ups Underlying Rating One Notch to BB
----------------------------------------------------------
Standard & Poor's Ratings Services raised its underlying rating
(SPUR) to 'BB' from 'BB-' on $72.27 million of outstanding debt
issued by Massachusetts Health and Educational Facilities
Authority for Hallmark Health System. The outlook is positive.

"The rating reflects substantial improvement in profitability over
the past two years, adequate liquidity, and the closure of two of
the system's four hospitals," said Standard & Poor's credit
analyst Cynthia Macdonald. "The positive outlook indicates that a
higher rating in the future is possible if the system can produce
positive operating margins at the hospitals and maintain liquidity
in the face of increasing capital requirements," she added.

Hallmark Health Corporation, parent of Hallmark Health System,
operates a system with two active acute-care hospitals, Melrose-
Wakefield Hospital and Lawrence Memorial Hospital, an outpatient
imaging and radiation therapy center (CHEM), visiting nurse
association, and employed physician practices.

The system will continue to focus on revenue enhancement as the
key to fiscal improvement, with emphasis on increasing the
specialty physician staff and services, continued renegotiation of
managed-care contracts, and a commitment to building primary care
referrals.

The average age of plant is low at 8.6 years, and Hallmark has no
major future capital needs or financing plans, so it should be
possible to continue to build liquidity. The system will, however,
need to finance its entire capital budget from operations going
forward, and expects to spend $10 million in fiscal 2004. The
system is actively marketing Malden Hospital for sale and any
proceeds will also boost balance sheet liquidity.

The rating has the potential to be raised over the next several
years as management improves profitability at the hospitals and
reduces reliance on CHEM and other profitable non-hospital
affiliates for income. Standard & Poor's will also evaluate the
facility's updated strategic plan under new management--expected
next spring--to determine any potential effect on the rating.


HANOVER COMPRESSOR: S&P Assigns B Rating to $300-Mil. Sr. Notes
---------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B' rating to
natural gas compression equipment provider Hanover Compressor
Co.'s (BB-/Negative/--) proposed $200 million senior subordinated
notes due 2010 and $100 million convertible senior notes due 2014.
The convertible senior notes are rated two notches below the
corporate credit rating to reflect the significant level of
secured debt that subordinates unsecured debt holders. At the same
time, Standard & Poor's affirmed its ratings on Hanover. The
outlook remains negative.

Houston, Texas-based Hanover has about $1.8 billion of debt
outstanding as of Sept. 30, 2003.

"The proceeds of the proposed $300 million financing are expected
to refinance Hanover's $200 million (1999A) equipment lease notes
that mature in 2004 and repay a portion of outstanding bank debt,"
said Standard & Poor's credit analyst Steven K. Nocar. "Hanover's
liquidity will benefit from the extension of its debt maturities,
the increased borrowing capacity under its revolver, and the
replacement of its bank credit facility with one that has more
flexible financial covenants," he continued.

Hanover has received commitments for a new bank credit facility
(totaling $345 million) that is contingent on the closing of at
least $275 million of new financing by year-end 2003. The new
financing completes this requirement.

The negative outlook for Hanover reflects Standard & Poor's
continued concerns regarding the company's ability to fortify its
capital structure, as well as the uncertainty surrounding the
outcome of the SEC's formal investigation into Hanover's financial
restatements. Ratings could be lowered if Hanover runs significant
free cash flow deficits and is required to seek external
financing, such that the company's debt burden materially
increases or if Hanover is unsuccessful with its new financings.


HARRAH'S ENTERTAINMENT: Launches Sr. Debt Offering to Raise $500M
-----------------------------------------------------------------
Harrah's Operating Company, Inc., a wholly owned subsidiary of
Harrah's Entertainment, Inc. (NYSE: HET), intends to raise
approximately $500 million through the sale of unsecured 5.375%
Senior Notes, due 2013, in a private-placement transaction.

The Senior Notes will be guaranteed by Harrah's Entertainment,
Inc.  Net proceeds from the offering will be used to retire or
otherwise reduce outstanding debt and for general corporate
purposes.
    
The securities to be offered have not been registered under the
Securities Act of 1933, as amended, or the securities laws of any
other jurisdiction and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements.  This announcement shall not constitute
an offer to sell or the solicitation of an offer to buy any
security.

Founded 65 years ago, Harrah's Entertainment, Inc. (Fitch, BB+
Senior Subordinated Rating, Stable Outlook) operates 26 casinos in
the United States, primarily under the Harrah's brand name.
Harrah's Entertainment is focused on building loyalty and value
with its target customers through a unique combination of great
service, excellent products, unsurpassed distribution, operational
excellence and technology leadership.

More information about Harrah's Entertainment is available on the
company's Web site, http://www.harrahs.com


HORIZON GROUP: Sells Sealy, Texas Outlet Center for $1.8 Million
----------------------------------------------------------------
Horizon Group Properties, Inc. (HGP) (Nasdaq: HGPI), an owner,
operator and developer of factory outlet centers and land
developer, announced that it had sold the 200,000 square foot
Sealy Outlet Center in Sealy, Texas for $1.8 million.  The
shopping center is located 65 miles west of Houston and currently
is 42% occupied.
    
"We are very pleased to have sold the property," said Gary J.
Skoien, Chairman, President and Chief Executive Officer of Horizon
Group Properties. "The proceeds from the sale will be used to
further our redevelopment activities within in our portfolio.  The
most immediate project is the repositioning of our center in
Holland, Michigan.  The proceeds may also be deployed in
opportunistic acquisitions."
    
Based in Chicago, Illinois, Horizon Group Properties, Inc. has 8
factory outlet centers in 6 states totaling approximately 1.6
million square feet and is the developer of a master planned
community in suburban Chicago.

As reported in the Troubled Company Reporter's December 8, 2003
issue, Horizon Group Properties, Inc. (Nasdaq: HGPI) completed the
restructuring of the last of the three loans which had been in
default since October 2001.  

The completed restructuring 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.


HORIZON GROUP PROPERTIES: Completes Odd Lot Share Program
---------------------------------------------------------
Horizon Group Properties, Inc. (HGP) (Nasdaq: HGPI), an owner,
operator and developer of factory outlet centers and land
developer, announced that its odd lot share program for the
purchase of all shares of its common stock held by persons owning
20 or fewer shares as of September 26, 2003 expired at 3:00 p.m.,
Eastern Standard Time, on Monday, December 8, 2003.  HGP has
accepted for purchase pursuant to the odd lot share repurchase
offer 15,078 shares of its common stock from tendering
shareholders.  HGP will pay $5.00 for each share purchased.

Resulting in large part from the shares purchased in this odd lot
offer, HGP estimates that it now has fewer than 300 shareholders
of record, which is required in order for HGP to de-register its
common stock with the Securities and Exchange Commission and go
private. Thus, HGP intends to de-register its common stock and
cease being a reporting company of the Securities and Exchange Act
of 1934, as amended.  In addition, HGP will notify NASDAQ of this
filing, and its common stock will cease to be listed on the NASDAQ
SmallCap Market.
    
Based in Chicago, Illinois, Horizon Group Properties, Inc. has 8
factory outlet centers in 6 states totaling approximately 1.6
million square feet and is the developer of a master planned
community in suburban Chicago.


INTERSTATE BAKERIES: Issues Lower Preliminary Results for Q2
------------------------------------------------------------
Interstate Bakeries Corporation (NYSE:IBC) announced that based
upon preliminary results for its fiscal second quarter ended
November 15, 2003, net sales were down approximately one percent
from the prior year and operating income is projected to be
approximately 30 percent lower than the prior year.

Fiscal 2004 operating income results for the quarter include
restructuring charges of approximately $2 million associated with
the announced closing of the Company's Grand Rapids, Michigan,
bakery and restructuring activities initiated in the prior fiscal
year. Additionally, the Company's anticipated results include a
second quarter year-over-year interest expense reduction of
approximately $1 million.

These anticipated results reflect preliminary estimates. The
Company is scheduled to release its quarterly results and hold its
quarterly conference call on Thursday, December 18, 2003.

Over the past year, the Company has initiated a series of changes
designed to improve the efficiency and effectiveness of
operations, with the long-term objective of building greater
stockholder value. As a part of these efforts, the Company has
strived to become even more aggressive in managing expenses in all
areas. In response to the continued challenge of rising health
care costs, the Company recently announced increases in retiree
contribution levels relative to its nonunion retiree health care
benefit plans effective January 1, 2004. This measure is projected
to decrease pre-tax expense by approximately $6 million during the
remainder of the Company's current fiscal year that ends May 29,
2004.

In addition, the Board of Directors of the Company declared a
quarterly dividend of $0.07 per share on the Company's common
stock, payable February 2, 2004, to stockholders of record at the
close of business on January 15, 2004.

Interstate Bakeries Corporation (S&P, BB Corporate Credit and
Senior Secured Bank Loan Ratings, Negative) is the nation's
largest wholesale baker and distributor of fresh baked bread and
sweet goods, under various national brand names including Wonder,
Hostess, Dolly Madison, Merita and Drake's. The Company, with 58
bread and cake bakeries located in strategic markets from coast-
to-coast, is headquartered in Kansas City, Missouri.


KAISER: Court Gives Go-Ahead to Burlington Settlement Agreement
---------------------------------------------------------------
As previously reported, The Burlington Northern and Santa Fe
Railway Company owns an eight-acre parcel of property located in
the Hillyard neighborhood of Spokane, Washington at East 3412
Wellesley Avenue.  From 1954 through 1987, Burlington and its
predecessor leased the Hillyard Site to various companies that
used the property to conduct certain aluminum processing
operations, including the processing of aluminum dross.  Based on
the relatively recent discovery of contaminants at the Hillyard
Site and subsequent request by the Washington Department of
Ecology that responsive actions be taken, Burlington undertook
investigative and remedial actions at the Hillyard Site.  For the
most part, the Remedial Actions, which resulted in expenses to
Burlington aggregating $3,000,000, have been completed.

Because one or more of the Kaiser Aluminum Debtors' facilities had
shipped aluminum materials to the Hillyard Site in the past,
Burlington contends that the Debtors are among the several parties
jointly and severally liable for the Remediation Costs.  
Accordingly, Burlington filed Claim No. 1607 for $3,328,070
against the Debtors.

While the Debtors dispute the Burlington Claim and were not
involved in the Remedial Actions taken, the Debtors and Burlington
agreed to resolve the issues concerning the remediation measures
taken at the Hillyard Site by entering into a settlement
agreement.  The Settlement Agreement reduces and allows the
Burlington Claim for $511,875.

The Settlement Agreement also provides both parties with mutual
releases in respect of all liabilities and claims arising from
any contamination of the Hillyard Site.

Consequently, the debtors sought and obtained Court approval for
the Burlington settlement. (Kaiser Bankruptcy News, Issue No. 35;
Bankruptcy Creditors' Service, Inc., 215/945-7000)  


LINCOLN LOGS: Acquires Snake River Membership Interests for $1M
---------------------------------------------------------------
On November 17, 2003, Lincoln Logs Ltd., a New York corporation,
completed the acquisition of all of the outstanding limited
liability company membership interests of Snake River Log Homes,
LLC, a privately-held limited liability company.  Snake River is a
company organized under the laws of Idaho.  The acquisition of
membership interests was effected pursuant to a Membership
Interests Purchase Agreement, dated November 17, 2003, between the
Company and the membership interest holders of Snake River. The
Company purchased all of the outstanding membership interests of
Snake River from the Members for consideration of approximately
$1,260,000, subject to adjustments contained in the Membership
Interests Purchase Agreement.  The consideration paid by the
Company to the Members consists of the  following: cash payment,
promissory notes issued by the Company to the Members, and common
shares of the Company conveyed to select Members.

The Membership Interests Purchase Agreement and the purchase price
referenced therein were negotiated at arm's length between
representatives of the Company and representatives of the Members.  
Except for the transactions described in the Membership Interests
Purchase Agreement, Lincoln Logs indicates there is no material
relationship between the Company, Snake River, their respective
directors, officers, affiliates, or associates thereof.

The source of funds is from general corporate funds and
unregistered shares of the Company's common stock.

(b) The primary business of Snake River is the designing,
    manufacturing, and marketing of a line of log homes targeted
    for purchase and assembly by custom builders and "do-it-
    yourself" consumers.  Any plant assets, equipment or other
    physical property acquired as part of this transaction will
    continue to be used for those purposes.

The company's July 31, 2003, balance sheet reports that current
debts exceeds current assets by about $332K.


LITFUNDING: Pursuing Steps Necessary to Maintain Operations
-----------------------------------------------------------
On March 3, 2003, Litfunding Corp. changed its name from RP
Entertainment, Inc. to LitFunding Corp.

LitFunding Corp., formerly RP Entertainment, Inc., was
incorporated in the State of California in July 1966 as a C
corporation and in 1996 subsequently filed as a Nevada
corporation.

On February 25, 2003, the Company entered into an Agreement of
Merger with California LitFunding, formerly LitFunding Corp. a
California corporation. LFC became a subsidiary when the Articles
of Merger between RP Acquisition Corp., the Company's wholly owned
subsidiary that was formed to facilitate the merger, and LFC were
filed with the Nevada Secretary of State. The charter documents of
the Company are the charter documents of the surviving
corporation. Pursuant to the Merger Agreement, 7,592,250 shares of
common stock were to be issued to the LFC shareholders in exchange
for all the issued and outstanding shares of LFC common stock.
LitFunding Corp, a California corporation changed its name to
California LitFunding on May 30, 2003.

Pursuant to the Merger Agreement, the current officers of the
Company resigned and the officers of LFC were appointed as
officers of the merged company. Upon the closing of the merger,
the current officers of the Company agreed to have their 4,500,000
shares of the Company's common stock cancelled.

The Company's consolidated financial statements are prepared using
the generally accepted accounting principles applicable to a going
concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business.
However, the Company has an accumulated deficit of $16,727,732 on
September 30, 2003, including a net loss of $6,244,399 during the
nine month period ended September 30, 2003. The Company's total
liabilities exceeded the total assets by $13,183,410 as of
September 30, 2003.

At September 30, 2003, the company's total shareholders' equity
deficit is reported at about $13 million.

Management plans to take the following steps that it believes will
be sufficient to provide the Company with the ability to continue
in existence. (i) Management intends to continue to raise
additional financing through private equity or debt financing to
pay down Company debt and/or reduce the cost of debt service. (ii)
In that regard, the Company consummated a reverse acquisition on
February 25, 2003.

The Company's principal capital requirements during the year 2003
are to fund the internal operations, defend it self from
litigation currently in process, and fund the increase in
litigation advances activity. The Company plans to raise necessary
funds by selling its own common shares or through the sale of
interest bearing debentures to selected investors. The Company
will also consider establishing relationships with selected
business partners whose contributions include necessary cash.


MDC CORP: New Securities Offering Garners Gross Proceeds of $31M
----------------------------------------------------------------    
MDC Corporation Inc. operating as MDC Partners of Toronto
announced that it has closed its previously announced offering of
3,903,451 Adjustable Rate Exchangeable Securities due
December 31, 2028, including 503,451 Exchangeable Securities
issued pursuant to the exercise of the over-allotment option, for
total net proceeds to MDC of $31.7 million. The net proceeds of
the offering will be used for general corporate purposes.

The securities pay interest monthly at a rate equal to the actual
distribution by Custom Direct Income Fund in that month and a
holder of an Exchangeable Security will have the right to exchange
the security for a unit of the Fund once MDC is entitled to
effectively exchange its 20% ownership of Custom Direct, Inc. into
units of the Fund.     

The offering has been underwritten by a syndicate led by CIBC
World Markets Inc., which includes TD Securities Inc., Scotia
Capital Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc.
and Griffiths McBurney & Partners.

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


METRO MASONRY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Metro Masonry Construction, Inc.
        3900 Split Trail Road
        Plano, Texas 75074

Bankruptcy Case No.: 03-45718

Type of Business: The debtor specializes in commercial
                  construction and high end residential masonry.

Chapter 11 Petition Date: December 8, 2003

Court: Eastern District of Texas (Sherman)

Debtor's Counsel: Eric A. Liepins, Esq.
                  12770 Coit Road
                  Suite 950
                  Dallas, TX 75251
                  Tel: 972-991-5591

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                  Claim Amount
------                                  ------------
TNT Equipment                                $47,475

United Rentals                               $43,053

Texas Cut Stone                              $36,074

Advanced Cast Stone, Inc.                    $30,001

MCB Trust                                    $15,186

MG Maher & Company                            $9,405

Blackson Brick Co.                            $8,635

Jackson Enterprises                           $7,684

DFW Acrylic & Plastering                      $7,650

Aztec Crane Corporation                       $7,307

Kenneth Maun                                  $6,272

Curtain Wall Design & Consulting, Inc.        $4,971

CISCO High-Lift                               $4,823

Cutler - Smith, P.C.                          $4,690

H&E Equipment Services, LLC                   $3,305

Montlake Ins. Holding Inc.                    $3,060

Bright & bright, L.L.P.                       $2,425

Builders Equipment & supply co.               $2,054

North Texas Open Air MRI                      $1,475

United Masonry Contractors                    $1,526


MIRANT: Unsecured Panel Retains Miller Buckfire as Fin'l Advisor
----------------------------------------------------------------
Pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code and
Rule 2014 of the Federal Rules of Bankruptcy Procedure, the
Official Committee of Unsecured Creditors of Mirant Corporation,
et al. seek the Court's authority to retain Miller Buckfire Lewis
Ying & Co., LLC as its financial advisor and investment banker
under the terms of the Engagement Letter dated as of August 5,
2003.

Monica S. Blacker, Esq., at Andrews & Kurth LLP, in New York,
reports that the Mirant Committee conducted two rounds of
interviews with several investment banking candidates, in
addition to receiving expressions of interest from several other
professional.  Ultimately, the Mirant Committee selected Miller
Buckfire from a short list, which also includes Jefferies & Co.,
Huron Consulting Group, Greenhill & Co. and Lazard Freres & Co.
LLC.  In selecting Miller Buckfire, the Mirant Committee
determined that, in addition to being the best candidate, the
firm's proposed Fee Structure was not just competitive but
favorable to the unsecured creditor body that the Mirant
Committee represents.

Miller Buckfire is an independent firm providing strategic and
financial advisory services in large-scale corporate
restructuring transactions.  According to Kenneth A. Buckfire,
the Managing Director and one of the founders of Miller Buckfire
Lewis Ying & Co., his firm and its professionals have extensive
experience in providing financial advisory and investment banking
services to financially distressed companies and to creditors,
equity constituencies and government agencies in reorganization
proceedings and complex financial restructurings, both in and out
of court.  For instance, Miller Buckfire's professionals have
provided financial advisory, investment banking and other services
in connection with the restructuring of Acterna Corporation,
Burlington Industries, Cajun Electric Power Corporation, Kmart
Corporation, Loewen Group, Polaroid Corporation, and PSINet, among
others.

Ms. Blacker relates that the resources, capabilities and
experience of Miller Buckfire are crucial to the Mirant
Committee's duties and activities.  Broadly speaking, Miller
Buckfire will concentrate its efforts on formulating
alternatives, evaluating any plan of reorganization proposed by
the Debtors or any party-in-interest, and assisting the Mirant
Committee in its efforts with regard to a restructuring.  

Under the terms of the Engagement Letter, Miller Buckfire will:

   (a) to the extent it deems necessary, appropriate and
       feasible, familiarize itself with the business,
       operations, properties, financial condition and prospects
       of the Company;

   (b) provide financial advice and assistance to the Mirant
       Committee in considering the alternatives available for a
       plan of reorganization for the Debtors, in evaluating any
       Plan that may be proposed by the Debtors or any other
       party-in-interest and the recoveries thereunder and
       to the extent the Mirant Committee is authorized to do
       so, in structuring, proposing and seeking confirmation of
       a Plan;

   (c) if requested by the Mirant Committee, assist the Mirant
       Committee and participate in negotiations with the
       Company and other entities or groups affected by the
       Plan;

   (d) if requested by the Committee, participate in hearings
       before the Bankruptcy Court with respect to the matters
       upon which Miller Buckfire has provided advice,
       including, as relevant, coordinating with the Committee's
       counsel with respect to testimony (including as to
       valuation) in connection therewith; and

   (e) as soon as reasonably practicable, deliver to the Mirant
       Committee a report summarizing its preliminary
       observations and analyses.

With the Court's approval of fee applications, Miller Buckfire
will be entitled to:

   (a) a $150,000 monthly fee; and

   (b) upon consummation of a Restructuring, a $2,500,000
       Transaction Fee.

In addition, Miller Buckfire reserves the right to seek further
compensation after confirmation of a Plan, based on, among other
things, recoveries to the unsecured creditors to Mirant Corp. and
the timing of the Debtors' Chapter 11 cases.  Miller Buckfire
will also seek a reimbursement of travel costs and other
reasonable out-of-pocket expenses incurred in connection with, or
arising out of the firm's activities under or contemplated by the
engagement.

Mr. Buckfire explains that his firm does not charge for fees on
an hourly basis.  The proposed fees and expense reimbursement
provisions are consistent with normal and customary billing
practices for cases of this size and complexity, which requires
the level and scope of services outline.  The monthly flat fees
plus "transaction fees" that are payable upon consummation of a
restructuring.  This is also the standard fee arrangement that is
followed by other investment banking firms who provide
restructuring services and it is consistent with the fee
arrangements that have been authorized in other Chapter 11 cases
in which Miller Buckfire and other leading investment banks have
rendered services.

Mr. Miller informs the Court that in researching for any
relationship Miller Buckfire probably has with all parties-in-
interest, he did not find any connection with the Debtors, their
creditors, the U.S. Trustee or any other party with an actual or
potential interest in these cases that are adverse to the
proposed retention.  Also, Miller Buckfire is not and has not
been an investment banker for any outstanding securities of the
Debtors and is not a creditor in these cases.  Thus, Miller
Buckfire is a "disinterested person" as defined by Section
101(14) of the Bankruptcy Code and as required by Section 327(a)
of the Bankruptcy Code.

                          *     *     *

On an interim basis, the Court authorizes the retention of Miller
Buckfire effective August 5, 2003. (Mirant Bankruptcy News, Issue
No. 14; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NATIONAL STEEL: Earns Clearance for Ziegler Settlement Agreement
----------------------------------------------------------------
Ziegler, Inc., filed a secured claim against National Steel Pellet
Company for $1,873,964 for the sale of an industrial, specialized
mining truck.  Ziegler also asserts other claims, including a
claim for reclamation and unsecured claims, related to its sale
of the Truck to N.S. Pellet.

Pursuant to an Interim Stipulation and Agreed Order, the National
Steel Debtors were required to periodically escrow funds
sufficient to provide Ziegler adequate protection for diminution
in the Truck's value. William Choslovsky, Esq., at Piper Rudnick
LLP, in Chicago, Illinois, reports that $500,000 was escrowed
during the course of the bankruptcy cases to provide Ziegler
adequate protection, all of which has remained in the Adequate
Protection Escrow and not paid to Ziegler.  As required by the
U.S. Steel Sale Order, additional funds were escrowed to protect
Ziegler's asserted Secured Claim.  The Debtors have previously
escrowed funds sufficient to fully satisfy Ziegler's Secured
Claim.

In conjunction with the sale of the Debtors' assets to U.S.
Steel, professional appraisals were conducted.  According to Mr.
Choslovsky, the Truck was appraised at $1,800,000 using a "Fair
Market Value Installed" analysis, and at $1,500,000 using a
"Liquidation Value in Place" analysis.

The Debtors dispute the amount, validity, or priority of the
Secured Claim.  In an effort to conserve their resources, 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 Secured Claim on the terms set forth in
a settlement agreement.

The Settlement Agreement provides that, in full satisfaction of
all its Claims, Ziegler will receive:

   * an allowed, secured claim against N.S. Pellet's estate for
     $1,250,000;

   * an allowed, general, unsecured claim against N.S. Pellet's
     estate for $606,549; and

   * an administrative claim against N.S. Pellet's estate for
     $10,301.

In turn, Ziegler will release all liens it asserts against the
Debtors' property.

The Debtors believe that they are receiving a significant benefit
from resolving the Secured Claims.  Mr. Choslovsky asserts that
the Settlement is justified because:

   (a) after careful investigation, the Debtors concluded that
       the underlying liens that support the Secured Claim is
       valid;

   (b) the prior appraisals of the Truck support the amount of
       the Secured Claim;

   (c) if the matter concerning the validity and priority of the
       Secured Claim is litigated, it would not only be costly,
       the likely result is unclear;

   (d) the Debtors believe that their major creditor
       constituencies will support the proposed settlement; and

   (e) the funds sufficient to satisfy the settlement have been
       previously escrowed.

Thus, at the Debtors' request, the Court approves the Debtors'
Settlement Agreement with Ziegler under Rule 9019 of the Federal
Rules of Bankruptcy Procedure. (National Steel Bankruptcy News,
Issue No. 40; Bankruptcy Creditors' Service, Inc., 215/945-7000)


OWENS CORNING: Reopens Tornado-Damaged Insulation Facility
----------------------------------------------------------
Owens Corning re-dedicated its Springfield, Tenn., fiberglass
manufacturing facility Monday with a ribbon cutting ceremony to be
held at 2 p.m. The facility was severely damaged by a tornado that
hit the area May 5th.

"We are very proud of our employees who have worked so hard to
make this re-opening a reality, said Owens Corning CEO Dave Brown.
"And we are thankful to our customers and the community for their
continued support of Owens Corning and our people throughout."
    
The facility manufactures acoustical and thermal insulation
products for customers such as GM/Saturn and Electrolux.  Owens
Corning was able to continue serving its customers throughout this
period by establishing a temporary facility in Portland, Tenn.
    
"We are really happy to be up and running at capacity," said
Michele Mazza, Springfield Plant Leader.  "Now that we are fully
operational, our goal is to continue to grow this business by
finding even more ways to provide a customer experience second to
none."
    
Owens Corning is a world leader in building materials systems and
composites systems.  Founded in 1938, the company had sales of
$4.9 billion in 2002.  Additional information is available on
Owens Corning's Web site at http://www.owenscorning.comor by  
calling the company's toll-free General Information line:  1-800-
GETPINK.


PARAGON STEAKHOUSE: Hot Brands Agrees to Acquire Eight Locations
----------------------------------------------------------------
Hot Brands, Inc., a Nevada corporation (OTC: HTBI) --
http://www.hotbrands.biz/-- announced that it has signed a letter  
of intent with Paragon Steakhouse Partners, Inc. as debtor-in-
possession to acquire certain assets of 8 Paragon Steakhouse
locations, including leasehold interests, liquor licenses, all
improvements, including FF&E in the restaurants, which are located
in Michigan, Indiana and Ohio. Hot Brands, Inc. will purchase 8
leasehold interests out of bankruptcy court in a bid of $565,000,
all cash deal, and will operate the Paragon Steakhouse units under
the existing Paragon name for a limited time. Consummation of the
acquisition will occur only after execution of a purchase
agreement, Bankruptcy court acceptance, and approval of the Hot
Brands bid.

Hot Brands Chairman and CEO William E. Curtis stated, "At current
revenue levels, these high-quality Steakhouse units will add
approximately $11 million in annual revenue to Hot Brands' bottom
line. The Hot Brands management team has a long experience with
turnaround projects, so we know we can substantially improve the
revenue stream of these properties and bring them to profitability
through the injection of new capital, by bringing in fresh
management and improving overhead controls. These established
units are prime destination restaurants, and are synergistic
additions to our acquisition and management concept."

         More Information about Paragon Steakhouses

The Paragon Steakhouses specialize in complete steak and prime rib
meals, and also offer fresh fish and other lunch and dinner
dishes. The average dinner check is approximately $26, including
alcoholic beverages. Hot Brands management believes that Paragon's
emphasis on quality service and the limited menu of its
restaurants, with its concentration on high quality USDA choice-
graded steaks and prime rib, distinguishes the Steakhouse
restaurants from competitors. The Paragon Steakhouses average
approximately $1.8 mil. each in annual revenues.

             More Information about Hot Brands

Hot Brands, Inc. operates 43 Hot 'N Now fast food restaurants in
Michigan, Wisconsin and Indiana, of which 23 are company owned and
21 are franchised. System-wide 2002 gross sales for the units were
approximately $25 million annually. The rapidly growing Hot 'N Now
Business currently has over 450 employees, all of which either
work for the corporate office or at the operations of the
corporate owned locations. In addition the franchise locations
employ over 300 additional personnel. Each location has
approximately 15 employees, including three Managers-in-training
and one salaried General Manager.

Hot Brands is launching an aggressive effort to acquire other
restaurant assets that are synergistic with the Hot 'N Now
Business. Any such acquisition may be structured as a merger,
stock exchange or cash purchase. Hot Brands will favor companies
with strong operating revenues that lend themselves to the
establishment of a franchise program or similar means of rapid
establishment of a distribution network. Hot Brands management
have substantial experience in the turnaround of distressed
restaurant and food properties and will be looking for sound
assets that can be bought cheaply and quickly overhauled to
profitability.


PG&E NAT'L: USGen Wants Approval for Providence Tax Settlements
---------------------------------------------------------------
USGen New England Inc.'s Manchester Street Station was the
subject of a tax treaty or tax stabilization plan between USGen
and the City of Providence, Rhode Island, which ran through June
2003.  In a city-wide revaluation of real property as of
December 31, 2000, Providence substantially increased the
assessment for all Manchester Street property to $500,000,000,
$475,000,000 of which related to treaty property -- essentially
the power plant -- and $25,000,000 of which related to non-treaty
property -- the remainder of the real property not covered by the
original treaty.  Due to a Tax Stabilization Agreement, the
$475,000,000 increased assessment did not result in an increase
in tax payments on treaty property, because the power plant was
still subject to the tax treaty, but the $25,000,000 in assessed
value that related to the non-treaty property resulted in an
increase to $866,826 in taxes owed by USGen for the property to
Providence for fiscal year 2001.

However, USGen disagreed with the $500,000,000 assessment.  
Accordingly, USGen filed an Application for Abatement of Tax with
the City Assessor on November 16, 2001, followed by a tax appeal
petition before the Superior Court on December 7, 2001.

In the fiscal year 2002, Providence again increased the
assessment of the non-treaty property to $27,400,000, which
increased USGen's tax burden to $984,592.  Again, USGen disagreed
with the increased assessment.  USGen filed an Application or
Abatement of Tax as well as a companion tax appeal petition
before the Superior Court on September 11, 2002 and November 4,
2002.  

The 2001 Tax Appeal and 2002 Tax Appeal have been consolidated
and are pending in an action entitled USGen New England, Inc. v.
Thomas Rossi, in his Capacity as Tax Assessor for the City of
Providence, P.C. No. 2001-6436 and P.C. No. 2002-6211.

In connection with the Providence Litigation, USGen retained the
services of PA Consulting to appraise the fair market value of
Manchester Street.  Based on its appraisal, PA Consulting valued
Manchester Street at $149,000,000 as of December 31, 2000.  
Providence retained the services of George E. Sansoucy, P.E., LLC
to appraise the fair market value of Manchester Street beyond the
end of the current treaty.  In a report issued on March 2003,
Sansoucy valued Manchester Street at $256,000,000 as of
December 31, 2002.

To resolve the dispute, the parties negotiated a settlement,
which is embodied in:

   (1) an amendment to the Tax Stabilization Agreement, which
       continues the tax treaty for an additional five years
       commencing July 1, 2003 and expiring June 30, 2008; and

   (b) a Settlement Agreement and Mutual Release.

The Providence Settlement Agreement provides that:

   (a) with respect to the tax treaty, USGen will pay $6,600,000
       in annual property tax for each of these fiscal years:

            Year                  Period Covered
            ----                  --------------
            2004          July 1, 2003 to June 30, 2004
            2005          July 1, 2004 to June 30, 2005
            2006          July 1, 2005 to June 30, 2006
            2007          July 1, 2006 to June 30, 2007
            2008          July 1, 2007 to June 30, 2008

       The annual property tax payments are payable quarterly
       when tax payments are ordinarily due; and

   (b) with respect to the Providence Litigation, USGen will
       dismiss the two pending tax appeals with prejudice, and in
       consideration, Providence will pay USGen $1,750,000:

       -- $1,000,000 payable 20 days before the first quarter tax
          payment for Tax Year 2004 is due under the tax treaty;

       -- $250,000 payable 20 days before the second quarter tax
          payment for the Tax Year 2004 is due under the tax
          treaty;

       -- $250,000 payable 20 days before the third quarter tax
          payment for Tax Year 2004 is due under the tax treaty;
          and

       -- $250,000 payable 20 days before the fourth quarter tax
          payment for Tax Year 2004 is due under the tax treaty.

In addition, the Providence Settlement Agreement addresses the
disposition of the tax treaty in the event of a future shutdown
of the Manchester Street Station.

John Lucian, Esq., at Blank Rome LLP, in Baltimore, Maryland,
points out that the Providence Settlement Agreement:

   (a) reduces USGen's annual property tax payment to $6,600,000
       for fiscal years 2004 through 2008;

   (b) results in the payment of $1,750,000 to USGen to dismiss
       the Providence Litigation;

   (c) provides USGen with future tax certainty; and

   (d) addresses the disposition of the tax treaty in the event
       of a future shutdown of Manchester Street Station.

At the Debtors' behest, the Court approved the Providence
Settlement Agreement. (PG&E National Bankruptcy News, Issue No.
11; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


PORTLAND GENERAL: Parent Enron Inks Pact Selling Co. for $2.35BB
----------------------------------------------------------------
On November 18, 2003, Enron Corp., an Oregon corporation, the sole
owner of the common stock of Portland General Electric Company,
announced a definitive agreement with Oregon Electric Utility
Company, LLC, an Oregon limited liability company backed by
investment funds managed by Texas Pacific Group, under which Enron
will sell all of the issued and outstanding common stock of the
Company to Oregon Electric. The transaction is valued at
approximately $2.35 billion, including the assumption of debt. The
final amount of consideration will be determined on the basis of
PGE's financial performance between January 1,2003 and closing.

Enron reported that the transaction has been approved by the Enron
Board of Directors and is supported by the Official Unsecured
Creditors' Committee in the Enron bankruptcy proceeding. The
transaction, which requires approval of the bankruptcy court in
Enron's chapter 11 bankruptcy proceeding, is subject to an
"overbid" process to give other potential buyers an opportunity to
submit superior bids. The transaction also will require approval
of the Oregon Public Utility Commission and certain other
regulatory agencies.

      Refunds on Wholesale Transactions - Pacific Northwest

On November 10, 2003, the Federal Energy Regulatory Commission
issued an order that denied requests for rehearing of its June 25,
2003 order terminating its proceeding and denying claims for
refunds related to spot market sales of electricity in the Pacific
Northwest from December 25, 2000 through June 20, 2001. Opposing
parties have indicated their intent to appeal the FERC's order.

                           *   *   *

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


POTOMAC ELECTRIC: Obtains Nod for Amended Mirant Settlement Pact
----------------------------------------------------------------
On October 24, 2003, Pepco Holdings, Inc., and Potomac Electric
Power Company, its wholly owned subsidiary, entered into a
Settlement Agreement and Release with Mirant Corporation and its
affiliate Mirant Americas Energy Marketing, LP regarding
Transition Power Agreements for the District of Columbia and
Maryland between Mirant and Pepco, under which Mirant is obligated
to supply Pepco with all of the capacity and energy needed to
fulfill its standard offer service obligations in Maryland through
June 2004 and its standard offer service obligations in the
District of Columbia into January 2005.  Under the Settlement
Agreement, the Mirant Parties, which have filed a voluntary
petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the Northern
District of Texas, have agreed that they will assume both of the
TPAs in exchange for Pepco's agreement to amend the TPAs,
effective October 1, 2003, to increase the purchase price of
energy under the TPAs.

On November 19, 2003, the Bankruptcy Court approved an Amended
Settlement Agreement and Release, dated as of October 24, 2003,
which supersedes the Settlement Agreement.


PRIMEDIA: Appoints Peter Horan President & CEO for About, Inc.
--------------------------------------------------------------
PRIMEDIA Inc. (NYSE: PRM) announced the appointment of Peter C.
Horan as president and chief executive officer of About, Inc., one
of the Internet's largest sources for original content.  Mr. Horan
(48) will be responsible for the strategic business development
and management of About.com's unique network of 450 topic-specific
GuideSites, with more than 34.6 million monthly visitors, making
it one of the most visited sites on the Web.  Mr. Horan will
report directly to PRIMEDIA's CEO Kelly Conlin.  He succeeds
former CEO and President, Bill Day, who has left the company.

Mr. Conlin stated:  "Our goal was to find a successor who had
built innovative web marketing programs, had managed editorially-
driven products and had experience leading high performing teams.  
Peter brings all of this to the organization as well as a
commitment to realizing About.com's potential for PRIMEDIA."
    
Mr. Horan brings to About.com his extensive experience in both the
advertising and publishing industries.  Prior to joining PRIMEDIA,
he served as president and chief executive office of DevX.Com,
Inc, a web media company recently acquired by Jupitermedia
Corporation.  He spent more than fifteen years in a variety of
senior account management roles at leading global advertising
agencies including BBDO and Ogilvy & Mather in San Francisco,
Seattle and Los Angeles.  He created powerful advertising and
branding strategies for Fortune 1000 financial services, travel,
consumer services and technology businesses, including Microsoft.  
Mr. Horan spent ten years at International Data Group, the leading
global technology media company, where he spearheaded
relationships with top advertisers on a worldwide basis and also
served as Senior Vice President and Publisher of Computerworld.  
In his three years at DevX, Mr. Horan guided the site to its
position as the most respected resource for computer professionals
developing software applications.  He also created a solid
financial foundation for DevX through the execution of innovative
web marketing programs for major advertisers.
    
"This is an exciting opportunity to develop more and better
opportunities for About.com that will advance PRIMEDIA's overall
strategy for delivering highly relevant content to focused
audiences," said Mr. Horan.  "The recent partnership formed with
Google will accelerate the opportunity to be market leaders,
demonstrating online media's unique value to both users and
marketers.  We want About.com to be the trusted source for the
information people need to make decisions that influence their
quality of life -- such as family, home, education and health --
and our unique editorial guides system allows us to fulfill that
mission by tapping the best experts for each topic
across the About.com network."

Mr. Horan received a BA from Santa Clara University and earned an
MBA from San Francisco State University where he was selected as
one of "Fifty Distinguished Alumni".  He continues to serve on the
advisory boards for the School of Business and Center for
Electronic Business at San Francisco State University.
    
Mr. Conlin added:  "As one of the founders of About.com, Bill Day
has played an important role in the growth of its business.  We
want to thank him for his efforts to integrate About.com within
PRIMEDIA and wish him well in the future."

PRIMEDIA (S&P, B Corporate Credit Rating, Stable) is the leading
targeted media company in the United States, with positions in
consumer and business-to-business markets. Our properties deliver
content via print as well as video, the Internet and live events
and offer highly effective advertising and marketing solutions in
some of the most sought after niche markets. With 2002 sales from
continuing businesses of $1.5 billion, PRIMEDIA is the #1 special
interest magazine publisher in the U.S. with more than 250 titles.
Our well known brands include Motor Trend, Automobile, New York,
Fly Fisherman, Power & Motoryacht, Creating Keepsakes, Ward's Auto
World, and Registered Rep. The company is also the #1 publisher
and distributor of free consumer guides, including Apartment
Guides. PRIMEDIA Television's leading brand is the Channel One
Network and About is one of the largest sources of original
content on the Internet. PRIMEDIA's stock symbol is: NYSE: PRM.


PRIMEDIA: Consumer Guides Acquires Portland, OR Apartment Guide
---------------------------------------------------------------
PRIMEDIA's Consumer Guides Group, the nation's largest provider of
apartment and new home directories, announced that it has acquired
the leading apartment directory serving the Portland, OR market
from Traditional Publishing LLC.  Financial terms were not
disclosed.
    
"PRIMEDIA's Consumer Guides division is clearly the leader in
apartment and new home guides and is continually looking for
strategic opportunities to enter new markets across the country,"
said Bob Metz, Chief Executive Officer, Consumer Guides Division.
"We believe Traditional Publishing has developed a product and
strong presence in the Portland market that provides us with a
unique foundation to immediately enter the market as the principal
provider of apartment listings information."

Metz continued, "The Consumer Guides Group already has a leading
presence in the Northwest United States, including such major
markets as Seattle, Washington. We are confident that we can
capitalize on our Apartment Guide brand by leveraging Traditional
Publishing's relationships and deep listings content while using
our existing distribution network in the Northwest United States
to cement our overall presence there."

With the acquisition, the Consumer Guides Group will marry its
Apartment Guide(R) brand publication and Apartmentguide.com
Internet site with the Portland area apartment listing content of
Traditional Publishing to become the leading provider of apartment
listings in that region. In addition, it will be able to
capitalize on PRIMEDIA's DistribuTech business, the largest
distributor of free publications in the United States, which
already has a dominant presence in the Portland market.
DistribuTech maintains exclusive community rack programs with a
significant portion of the nation's largest retail chains,
including participating grocery, drug, convenience, video,
fitness and other mass merchandiser locations. DistribuTech's
total delivery network includes over 49,000 locations in 38
states.
    
"This acquisition exemplifies our aggressive approach to expanding
our Consumer Guide's division with strategic entrances into new
markets through both start-ups and acquisitions and the
development of new products all of which combined make this a very
low risk, high margin business," added Metz. "We believe that
there are numerous opportunities in front of us in the apartment,
new homes and automobile publications areas and have the support
of PRIMEDIA in helping us reach our full potential."

The Apartment Publications group
(http://www.primedia.com/divisions/cgg/apartmentpublications)
consists of the most extensive group of apartment rental
directories in the U.S. and is comprised of 80 publications in 38
states and Washington, D.C. (74 markets). For almost 30 years, the
group has been anchored by the Apartment Guide(R), its flagship
product, and is supplemented by the Apartment Shoppers Guide. Most
of the guides are published monthly and provided free of charge to
apartment shoppers.

                  About PRIMEDIA Consumer Guides
    
PRIMEDIA's Consumer Guides Group is the nation's largest provider
of directories in both the apartment rental and new home buying
industries. It publishes more than 100 consumer directories in 38
states and the District of Columbia, and owns and operates
Internet properties that offer information on apartment renting
and home buying. Its distribution division, DistribuTech, delivers
a total of over 50 million books annually through its nationwide
distribution network. These resources provide advertisers with a
most direct and cost-effective channel to reach their targeted
customers.

                      About PRIMEDIA

PRIMEDIA (S&P, B Corporate Credit Rating, Stable) is the leading
targeted media company in the United States, with positions in
consumer and business-to-business markets. Our properties deliver
content via print as well as video, the Internet and live events
and offer highly effective advertising and marketing solutions in
some of the most sought after niche markets. With 2002 sales from
continuing businesses of $1.5 billion, PRIMEDIA is the #1 special
interest magazine publisher in the U.S. with more than 250 titles.
Our well known brands include Motor Trend, Automobile, New York,
Fly Fisherman, Power & Motoryacht, Creating Keepsakes, Ward's Auto
World, and Registered Rep. The company is also the #1 publisher
and distributor of free consumer guides, including Apartment
Guides. PRIMEDIA Television's leading brand is the Channel One
Network and About is one of the largest sources of original
content on the Internet. PRIMEDIA's stock symbol is: NYSE: PRM.


MDC CORPORATION: Raises $34 Million From Securities Offering
------------------------------------------------------------
MDC Corporation Inc. operating as MDC Partners of Toronto
announced that it has closed its previously announced offering of
3,903,451 Adjustable Rate Exchangeable Securities due December 31,
2028, including 503,451 Exchangeable Securities issued pursuant to
the exercise of the over-allotment option, for total net proceeds
to MDC of  $31.7 million. The net proceeds of the offering will be
used for general corporate purposes.

The securities pay interest monthly at a rate equal to the actual
distribution by Custom Direct Income Fund in that month and a
holder of an Exchangeable Security will have the right to exchange
the security for a unit of the Fund once MDC is entitled to
effectively exchange its 20% ownership of Custom Direct, Inc. into
units of the Fund.

The Exchangeable Securities and units of the Fund have not been
registered under the U.S. Securities Act of 1933, as amended, and
may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any
sale of the Exchangeable Securities in any State in which such
offer, solicitation or sale would be unlawful.

                        About MDC Partners

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

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


MEMC: Appoints Industry Veterans as Part of Exec Management Team
----------------------------------------------------------------
MEMC Electronic Materials, Inc. (NYSE: WFR) announced the
appointment of several seasoned semiconductor industry veterans to
the MEMC executive management team.  These new members will
provide the Company with leadership and a customer-centric
approach as MEMC furthers its growth strategy.

Jim Stolze, the Company's Executive Vice President and Chief
Financial
Officer, will retire from the Company, effective January 31, 2004,
as part of a previously planned process.  The Company has
recruited Tom Linnen as MEMC's Senior Vice President effective
December 8, 2003.  Jim will continue in the CFO role through the
end of 2003, while transitioning with Tom.  Effective January 1,
Tom will take on the role of Chief Financial Officer, and Jim will
step into a supporting role until his retirement at the end of
January 2004. Tom and Jim will use the months of December and
January to ensure a smooth transition.

Tom has more than 30 years of financial management experience,
serving most recently as the Senior Vice President and CFO of
Trend Technologies, a privately-owned manufacturer of enclosures
for electronic products such as computers, telecommunications
equipment, and information appliances.  He previously served as
Chief Financial Officer and held senior finance positions at
several public companies.  In these roles, Tom also led several
public securities offerings.

The Company also announced that, effective December 15, 2003,
Sylvia Roberts will assume the responsibilities of Senior Vice
President of Human Resources.  She replaces Tom Stiffler, who will
retire at the end of his current employment contract on December
31, 2003.  Sylvia, formerly Vice President of Human Resources at
International Rectifier, joined MEMC in January 2003 in
anticipation of Tom's retirement.
    
MEMC also announced the appointment of Chandra Subramanian as
Senior Vice President of Manufacturing, effective December 22,
2003.  Chandra brings to the Company extensive experience in the
semiconductor industry, having served most recently as the head of
worldwide assembly operations at ON Semiconductor, where he was
responsible for leading over 5,000 employees in achieving cost
reductions, new product introductions, and quality systems
improvements.
    
As previously announced, David Somo joined MEMC in September 2003
as the Company's Senior Vice President of Sales and Service.  
David brings to MEMC over 12 years of semiconductor industry
experience in sales and marketing with Advanced Micro Devices
where his last role was as Vice President of Global Account Sales.
    
"Although these transitions and the associated recruiting
activities have been in process for some time, I am extremely
pleased with how the results have converged so naturally. These
appointments will significantly increase the semiconductor
industry experience base of the executive management team. I
believe that this will position MEMC extremely well, by having the
next generation of leadership in place to execute our strategy for
future growth and leadership, especially at this point of the
semiconductor cycle," commented Nabeel Gareeb, MEMC's Chief
Executive Officer. "The new team members will provide MEMC further
momentum in understanding the needs of our customers and exceeding
those expectations.  I have every confidence that these
individuals' proven track records will be instrumental in ensuring
MEMC's continued success in the rapidly evolving marketplace."
    
"I would also like to take this opportunity to personally thank
Jim Stolze and Tom Stiffler for their years of dedicated service
to MEMC.  Jim and Tom played a pivotal role in the restructuring
transaction in 2001 and have contributed significantly to our
recent successes.  In addition, they were extremely helpful in
finding their successors and planning smooth transitions to ensure
continued increase in our company's market momentum. We wish them
and their families the best in their retirement," concluded Mr.
Gareeb.

MEMC, whose March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $3 million, is the world's
largest public company solely devoted to the supply of wafers to
semiconductor device manufacturers.  MEMC has been a pioneer in
the design and development of wafer technologies over the past
four decades.  With R&D and manufacturing facilities in the U.S.,
Europe and Asia, MEMC enables the next generation of high
performance semiconductor devices.


MESABA AIRLINES: Pilots Decline Arbitration To Settle Contract
--------------------------------------------------------------
The pilot union leadership for Mesaba Airlines voted unanimously
to decline arbitration to settle the pilot contract between Mesaba
and the Air Line Pilots Association (ALPA).

The Mesaba ALPA Master Executive Council (MEC) -- made up of 12
pilot-representatives -- made the following statement in the
resolution declining the NMB offer: "[T]he Mesaba MEC does not
view binding arbitration as an acceptable option to settle the
contract, in accordance with the mandate of the Mesaba pilot
group. . . ."

The National Mediation Board (NMB) is expected to announce the
exact strike deadline later this week.  The deadline, which comes
at the end of a 30-day cooling off period, would likely occur in
the second week of January. Mesaba pilots voted 98 percent in
favor of a work stoppage in October.  A strike would impact 600
daily departures for Northwest Airlines that are operated by
Mesaba pilots.
    
The pilots' contract with Mesaba became amendable in June 2002,
and the NMB offered binding arbitration last Friday after
declaring negotiations at an impasse. Main contract issues at
stake for ALPA include job security, compensation, retirement and
work rules.
    
"We provide Mesaba and Northwest with extraordinary operational
performance, and an impeccably clean safety record.  Yet half of
our highly proficient and educated pilots are compensated less
than taxi drivers," said Kris Pierson, pilot spokesman and member
of the MEC.  "Half of the Mesaba pilot group earns less than
$33,000 a year, with starting salaries less than $17,000.
    
Mesaba serves 114 cities in 30 states and Canada from Northwest's
three major hubs: Detroit, Minneapolis/St. Paul and Memphis.  
Mesaba employs 844 professional airline pilots who operate an
advanced fleet of 103 regional jet and jet-prop aircraft.

Founded in 1931, ALPA is the world's largest pilot union
representing 66,000 pilots at 42 airlines in the U.S. and Canada.  
Visit the ALPA Web site at http://www.alpa.org/

On April 11, 2003, the Troubled Company Reporter cited that
Mesaba Aviation, Inc., a subsidiary company of Mesaba Holdings,
Inc. (Nasdaq:MAIR), announced the elimination of 33 management
positions as a result of declining flight activity from Fiscal
Year 2003 to what is forecasted in Fiscal Year 2004. This
decline reflects the current economic conditions in the airline
industry and lower consumer demand.

The positions affected include both staffed and open positions.
The airline has reduced its management headcount to 312 from
345, a reduction of nearly 10 percent. All affected employees
were assisted through a package of severance pay, benefits and
outplacement services.

Mesaba also plans to eliminate approximately 50 positions from
its non-management workforce over the next six months, through a
combination of furloughs and voluntary leaves. In addition,
Mesaba is also freezing all management base pay in Fiscal Year
2004, which began on April 1, 2003.

"We made these difficult choices based on our forecasted flight
activity," said John Spanjers, Mesaba Aviation's president and
chief operating officer. "The decisions are an acknowledgement
of the challenges the industry faces and our need to survive
amid a very difficult environment."


OAKS CONDOMINIUM: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Oaks Condominium Association
        c/o Palmer Property Management
        3190 Whitney Avenue #4
        Hamden, Connecticut 06518

Bankruptcy Case No.: 03-35757

Type of Business: Leasehold condominiums.

Chapter 11 Petition Date: November 21, 2003

Court: District of Connecticut (New Haven)

Judge: Albert S. Dabrowski

Debtor's Counsel: Ira B. Charmoy, Esq.
                  Law Offices of Ira B. Charmoy, LLC
                  Heritage Square
                  1700 Post Road, Suite D-3, P.O. Box 745
                  Fairfield, CT 06824
                  Tel: 203-254-9393

Total Assets: $500,001 to $1 Million

Total Debts:  $1 Million to $10 Million

Debtor's 4 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Vincent Celentano, Mary       Judgment             $900,000 est.
Celentano, Marvin R.
Leventhal, Richard A. Lo
Ricco and Lawrence Levy
c/o Atty. Paul Sabetta
216 Crown Street
5th Floor
New Haven CT 06510-2705

Robinson & Cole               services                   $12,254

KONE Inc.                     services                    $7,280

Regional Water Authority      services                    $1,302


ROPER IND: Plans Stock Offering to Fund Neptune Acquisition
-----------------------------------------------------------
Roper Industries, Inc. (NYSE: ROP) announced that it intends
shortly to commence a public offering of 3.96 million shares of
its common stock, plus up to an additional 0.6 million shares to
cover over-allotments.  The net proceeds of the common stock
offering, together with a new senior secured bank facility, will
be used to fund Roper's pending acquisition of Neptune Technology
Group Holdings Inc. and to repay its existing credit facilities.  
Concurrently with the common stock offering, Roper intends to
publicly offer senior subordinated convertible notes for gross
proceeds of $150 million to redeem its existing senior notes.
    
The shares of Roper common stock and the senior subordinated
convertible notes to be sold in the offerings will be offered
pursuant to preliminary prospectus supplements and the
accompanying shelf registration statement previously filed with
the Securities and Exchange Commission.  Roper has appointed
Merrill Lynch & Co. as the sole book-running manager, JPMorgan and
Wachovia Securities as the joint lead managers, and Robert W.
Baird & Co., JMP Securities, McDonald Investments, Inc. and
SunTrust Robinson Humphrey as co- managers for the common stock
offering.  Roper has appointed Merrill Lynch & Co. as the sole
book-running manager, and Banc One Capital Markets, Inc., Robert
W. Baird & Co., McDonald Investments, Inc. and SunTrust Robinson
Humphrey as co-managers for the senior subordinated convertible
notes offering.

This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such jurisdiction.
    
The offerings of these securities may be made only by means of a
prospectus and the related prospectus supplement.  When available,
copies of such documents may be obtained from Merrill Lynch, 4
World Financial Center, New York, New York 10281.

                   About Roper Industries
    
Roper Industries is a diversified industrial growth company
providing engineered products and solutions for global niche
markets.  Additional information about Roper Industries, including
a glossary for terms used by the Company and registration for
Company's press releases via email, is available on the Company's
website, http://www.roperind.com.

                     *     *      *

As reported in the Troubled Company Reporter's Nvember 19, 2003
edition, Standard & Poor's Ratings Services assigned its 'BB+'
corporate credit rating to Duluth, Georgia-based Roper Industries
Inc. In addition, Standard & Poor's assigned its 'BB+' senior
secured bank loan rating to the company's proposed $625 million
senior secured credit facilities, its preliminary 'BB-' rating to
Roper's shelf filing of $450 million in debt securities (under
Rule 415), and its 'BB-' rating to Roper's $150 million proceeds
cash-to-zero convertible bond, which will be drawn under the
shelf.

Proceeds from the credit facilities and convertible bond, together
with a planned $200 million common stock issue, will be used to
finance the acquisition of unrated Neptune Technology Group
Holdings Inc., a leading North American manufacturer of water
meters and meter reading systems, including automatic meter
reading and data collection for water utilities, and thereafter
for general corporate purposes, including working capital.

Roper is expected to have about $600 million in outstanding debt
upon the close of the transaction at the end of 2003.

"We believe that the Neptune acquisition, once integrated
successfully, represents a good strategic fit with Roper's
existing product portfolio and should provide the group with
synergy opportunities," said Standard & Poor's credit analyst John
Sico.


RESPONSE BIOMEDICAL: Files for FDA Market Clearance for RAMP(R)
---------------------------------------------------------------
Response Biomedical Corp. (RBM: TSX Venture Exchange; RBQ:
Frankfurt), filed a regulatory submission with the US Food and
Drug Administration seeking market clearance to commercially
introduce its lead medical application in the United States. The
regulatory submission follows positive results from the recently
completed multi-center clinical trial of RAMP(R) tests for
troponin I and CK-MB, two cardiac marker tests used with the RAMP
Reader in the early diagnosis of heart attacks. Last year, the
Company announced receipt of FDA 510(k) market clearance of the
RAMP Reader for general clinical use, as well as its cardiac test
for myoglobin. Subsequently, the Company also received CE Mark
for the RAMP Reader and all three cardiac tests.

"Given the exceptional performance of the troponin I assay, the
promising clinical data has added significant impetus to the
Company's formative negotiations with several potential marketing
partners for the RAMP cardiac tests," states Bill Radvak,
President and CEO. "As we continue to evaluate opportunities and
enter into agreements with international marketing partners over
the coming weeks and months, we anticipate a timely review by the
US FDA in preparation for entering the US market expected early
next year," adds Radvak.

The RAMP System provides a quantitative result in less than 20
minutes, considerably faster than traditional laboratory testing
often limited by turnaround times of up to 24 hours. In clinical
applications, RAMP is designed to be used by healthcare
professionals at the point-of-care, including physicians' offices,
medical clinics, hospital emergency departments and laboratories
worldwide.

To demonstrate substantially equivalent performance of the RAMP
System, the Company sponsored a dual-predicate clinical trial
using an FDA-cleared POC device and a leading lab-analyzer. RAMP
and the POC device tested whole blood samples from both normal
subjects and patients with symptoms of suspected acute myocardial
infarction. Both RAMP tests showed strong correlation with the
lab-analyzer and the high sensitivity RAMP Troponin I Test showed
significant performance improvement versus the market-leading POC
device at low troponin I concentrations. The clinical results will
be submitted for peer-review and publication in an industry
journal over the coming weeks.

Myoglobin, troponin I and CK-MB are the three commonly utilized
cardiac markers measured to assist in the diagnosis of acute
myocardial infarction (heart attack). Studies have determined that
these cardiac markers are essential for diagnosis of heart attack,
for assessing risk of adverse outcomes, and for guidance of
therapy and intervention in suspected heart attack patients.

The global POC market generated revenues worth $3.3 billion in
2002 and is expected to reach $5.5 billion in 2009. This market is
growing faster than the total in vitro diagnostics market. The
world cardiac rapid assay market is expected to achieve an average
annual growth rate of 20% - 25% for the near future.

Each year in the United States, more than six million Americans
are admitted to emergency rooms for severe chest pain, according
to the American College of Cardiology. Only approximately 10% of
those hospitalized suffer a heart attack. The majority is
eventually diagnosed with strained muscles, bruises or heartburn.
The total cost of unnecessary admissions and misdiagnosis is over
US$4 billion. Misdiagnosed heart attack cases also account for
nearly 25% of malpractice claims against emergency room
physicians.

Response Biomedical develops, manufactures and markets rapid on-
site RAMP tests for medical and environmental applications
providing reliable information in minutes, anywhere, every time.
RAMP represents an entirely new class of diagnostic, with the
potential to be adapted to more than 250 medical and non-medical
tests currently performed in laboratories. The RAMP System
consists of a portable fluorescent Reader and single-use,
disposable Test Cartridges. RAMP tests are commercially available
for the early detection of heart attack, environmental detection
of West Nile virus, and biodefense applications including the
rapid on-site detection of anthrax, smallpox, ricin and botulinum
toxin.

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

Although the Company has filed a regulatory submission with the US
FDA seeking 510(k) market clearance, RAMP tests for detecting
troponin I and CK-MB are not currently available in the United
States.

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


SAFETY-KLEEN CORP: Court Settles Frontier Insurance Disputes
------------------------------------------------------------
Under the Resource Conservation and Recovery Act, the Toxic
Substances Control Act, and analogous state statutes, owners and
operators of waste management facilities must provide financial
assurance of their corrective action obligations.  Under
applicable regulations, owners and operators of waste management
facilities may provide financial assurance through a surety bond
from an approved surety.  Under federal regulations and in
virtually all states, to qualify as an approved surety, a company
must be listed on Circular 570, which is maintained and
distributed by the United States Department of Treasury.

In November 1997, Safety-Kleen Corporation's predecessor, Laidlaw
Environmental Services, Inc., and LESI's then-parent corporation
Laidlaw, Inc., entered into a Letter Agreement with Frontier
pursuant to which Frontier ultimately provided LESI with more than
$200,000,000 in surety bonds.  Under the terms of the Letter
Agreement, Laidlaw delivered to Frontier an Irrevocable Stand-By
Letter of Credit dated November 6, 1997, to secure LESI's
obligations to Frontier.  The LOC was for $28,500,000 and issued
by the Toronto Dominion Bank.

On June 6, 2000, the Department of Treasury issued notification
that Frontier no longer qualified as an acceptable surety on
federal bonds and had been removed from Circular 570 as of
May 31, 2000. Consequently, as of May 31, 2000, the Debtors no
longer had compliant financial assurance for many of their
facilities.

In October 2000, Frontier filed proofs of claim against the
Debtors' cases relating to the Frontier Bonds.  Disputes have
arisen relating to the Frontier Bonds, including, without
limitation, the amount of premium, if any, that the Debtors owe
Frontier on account of the Frontier Bonds.

On June 7, 2002, Safety-Kleen filed a "Notice of Claim Against
Frontier Insurance Company" in the New York Court for breach of
contract for failure to remain an acceptable surety under federal
regulations.

Rather than litigate the matter, the Debtors and Frontier engaged
in extensive discussions and negotiations in an effort to resolve
the Proofs of Claim, the Notice of Claim and other disputes,
including Frontier's demand for premium and interest with respect
to the Bonds.  These negotiations resulted in a successful
resolution.  

The significant terms and conditions of the Settlement Agreement
are:

       * The Debtors will pay Frontier $2,100,000 and deliver a
         form of Replacement Collateral to obtain release of the
         LOC and, along with other considerations, in full
         satisfaction of Frontier's Proofs of Claim and other
         demands on the Debtors.  The cash payment will be
         delivered no later than one business day after the
         Effective Date.  If the Effective Date occurs before the
         Final Approval Date, the Debtors will pay Frontier
         $2,100,000 no later than one business day after the
         Final Approval Date.

       * The Debtors will deliver to Frontier a form of
         Replacement Collateral acceptable to Frontier, in an
         amount equal to the aggregate face amount of the Bonds
         that have not yet been released on the date of the
         delivery.  

       * Upon request by the Debtors, the Replacement Collateral
         will be adjusted so that its value is reduced to the
         aggregate face amount of the then-Remaining Frontier
         Bonds.

       * The Bonds pertaining to the Debtors' facility in
         Pinewood, South Carolina, will be deemed released on
         the date when, in accordance with the Pinewood
         Settlement Agreement, the South Carolina Department
         of Health and Environmental Control notifies Frontier
         in writing that the bonds have been released.

       * Any other Bond will be deemed released when the
         Debtors submit written evidence of the release to
         Frontier.

       * Beginning on the Final Approval Date, Safety-Kleen
         Systems, Inc., will pay premiums to Frontier for the
         Remaining Frontier Bonds when due.  The premium will
         accrue at the same rate as applied during the calendar
         year 2000.

       * Frontier will deliver the original LOC with a
         statement canceling the Letter of Credit to TD,
         immediately upon the Debtors' delivery of (i) the
         $2,100,000 and (ii) the Replacement Collateral to
         Frontier.

       * Frontier will immediately deliver the Replacement
         Collateral to the Debtors -- or, if the Replacement
         Collateral is a letter of credit, to the issuing bank,
         with a statement canceling the letter of credit --
         upon the release of the last Remaining Frontier Bonds.

       * The Proofs of Claim and the Notice of Claim will be
         deemed withdrawn as of the date the Debtors deliver
         the $2,100,000 and Replacement Collateral to Frontier.

       * Mutual general releases will be granted by the Debtors
         and Frontier.

       * As of the date the Debtors deliver the $2,100,000 and
         Replacement Collateral to Frontier, Frontier is deemed
         to hold a Class 7 General Unsecured Claim for $1,000,000
         against Safety-Kleen Systems.

Consequently, the Debtors sought and obtained Judge Walsh's
approval for the Settlement. (Safety-Kleen Bankruptcy News, Issue
No. 69; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


SBA COMMUNICATIONS: Prices Senior Debt Offering
-----------------------------------------------
SBA Communications Corporation (Nasdaq: SBAC) announced that it
has priced an offering of $402,023,273 aggregate principal amount
at maturity ($275 million in gross proceeds) of 9-3/4% Senior
Discount Notes due 2011.  The co-issuer of the Notes is SBA
Telecommunications, Inc., a wholly owned subsidiary of SBA.  The
Notes were priced at 68.404% of their principal at maturity plus
accrued original issue discount, if any, from December 19, 2003.  
The Notes will accrete in value until December 15, 2007 at which
time they will have an aggregate principal amount of $402,023,273.

Thereafter, cash interest will be payable on the Notes on June 15
and December 15 of each year, beginning on June 15, 2008.
    
SBA intends to use a portion of the proceeds from this offering to
fund the repurchase of up to $153.3 million aggregate principal
amount of its outstanding 12% Senior Discount Notes due 2008
pursuant to a tender offer and consent solicitation commenced on
November 25, 2003. SBA intends to use the remaining proceeds to
(a) repurchase and/or redeem outstanding 12% Senior Discount Notes
and/or outstanding 10 1/4% Senior Notes due 2009 and/or (b) repay
debt outstanding under the senior credit facility.

SBA (S&P, CCC Corporate Credit Rating, Developing Outlook) is a
leading independent owner and operator of wireless communications
infrastructure in the United States.  SBA generates revenue from
two primary businesses -- site leasing and site development
services.  The primary focus of the company is the leasing of
antenna space on its multi-tenant towers to a variety of wireless
service providers under long-term lease contracts.  Since it was
founded in 1989, SBA has participated in the development of over
20,000 antenna sites in the United States.


SENSORY SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Sensory Systems, A California Corporation
        4370 La Jolla Village Drive
        Suite 960
        San Diego, California 92122

Bankruptcy Case No.: 03-10768

Type of Business: Manufacturer and Distributor of specialty
                  cosmetics.

Chapter 11 Petition Date: December 1, 2003

Court: Southern District of California (San Diego)

Judge: Peter W. Bowie

Debtor's Counsel: James R. Selth, Esq.
                  12424 Wilshire Boulevard
                  Suite 1120
                  Los Angeles, CA 90025
                  Tel: 310-207-1494

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Joseph D. Pike                                        $1,289,000
4370 La Jolla Village Drive,
Suite 960
San Diego, CA 92122

Access Pacific Group                                  $1,058,092
4370 La Jolla Village Drive,
Suite 960
San Diego, CA 92122

Cherokee Industries                                   $1,000,000
702 Oberlin Rd # 100
Raleigh, NC 27605

Dura Pharmaceuticals                                    $846,278
7475 Lusk Blvd.
San Diego, CA 92121

Neostar Holding, Inc.                                   $390,000
789 Jersey Avenue
New Brunswick, NJ 08901

Fish & Richardson, P.C.       Trade debt                $201,867

Lyon & Lyon, LLP              Trade debt                $105,479

McGhan Medical                Trade debt                 $40,100
c/o Inamed Medical Products
Corp.

Carrington Laboratories,      Trade debt                 $29,356
Inc.

Kirlin Securities             Trade debt                 $26,752

Tristrata Technology, Inc.    Trade debt                  $6,250

Dermazone Solutions           Trade debt                  $3,690

Icreateyou                    Trade debt                  $2,950

Reed Exhibitions              Trade debt                  $2,800

Aesthetic Expo, Inc.          Trade debt                  $2,050

Covington & Burling           Trade debt                  $1,180

Sentry Self Storage           Trade debt                  $1,138

California State of Board of  Trade debt                    $922
Equalization

Show Management Inc.          Trade debt                    $900

Right Face Ltd.               Trade debt                    $773


SILICON VALLEY: S&P Assigns BB+ Subordinated Debt Ratings
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' long-term
counterparty credit and 'BB+' subordinated debt ratings to Silicon
Valley Bancshares (Silicon, NASD:SIVB). At the same time, Standard
& Poor's assigned its 'BBB' counterparty credit rating to
Silicon's principal operating subsidiary, Silicon Valley Bank. The
outlook for both entities is stable.

"Silicon's ratings reflect its concentrated business profile and
relatively solid performance, especially given the recent economic
and equity market downturns that its targeted markets experienced
over the past several years," said Standard & Poor's credit
analyst Michael Driscoll.  

Silicon operates with a unique credit risk loan profile due to its
strong niche position of lending to technology, life science, and
premium wineries, and its extensive counterparty relationships
within the venture capital community. Silicon's credit profile
includes its excellent deposit funding and liquidity, improving
asset quality, weakened capital ratios from share buybacks,
inconsistent earnings, and higher expense base.

With the past several years' aggressive capital management
offsetting the prospect for improving profitability, Silicon's
outlook is stable. The outlook also incorporates Standard & Poor's
belief that capital metrics have stabilized and that double
leverage will continue to decrease.


SIRIUS SATELLITE RADIO: Reaches 200,000 Subscribers
---------------------------------------------------
SIRIUS Satellite Radio (Nasdaq: SIRI), known for delivering the
very best in commercial-free music and premium audio entertainment
to cars and homes across the country, announced a major subscriber
milestone. SIRIUS surpassed 200,000 subscribers on its nationwide
service of 60-commercial-free music streams and 40+ streams of
news, sports and entertainment.

"We achieved another important milestone for SIRIUS, which clearly
demonstrates the growing interest in our premium service of
nationwide satellite radio entertainment," said Joseph P. Clayton,
President and CEO of SIRIUS.  "More consumers are discovering the
pleasures of our commercial-free music offering, and more are also
recognizing the value of receiving such premium quality
programming, such as play-by-play sports, for only $12.95 per
month."
    
SIRIUS currently has four "Plug & Play" products available at
retail. The Kenwood Here2Anywhere(TM), two versions of the S.R.S.
Satellite Radio Shuttle(TM) from Audiovox, plus the Streamer,
which is primarily marketed to truckers.  A home unit from Kenwood
is also available, and a boombox from Audiovox is expected to be
in retail stores in limited quantities in time for Christmas.
    
"This is the first time that we are going into a busy holiday
selling season with a full complement of products at retail, and
we believe that this will help to drive subscriptions this year,
as well as position us favorably as we transition into 2004,"
added Clayton.
    
All of SIRIUS' "Plug & Play" products adapt to existing audio
systems and can be easily installed by either the retailer or
purchaser. Currently, SIRIUS-ready products can be found at Best
Buy, Circuit City, Tweeter, Ultimate, the Good Guys, Sears and
other mobile audio outlets, including Crutchfield.
    
SIRIUS radios have been extensively featured in 2003 gift guides,
including those published by Rolling Stone, Newsweek, Newsweek
International, Good Housekeeping, New York Magazine, Time Out New
York, XXL, Stuff, FHM, Maxim Goes To The Movies, Golf Magazine,
Blender, The Advocate, American Way, Westways, Best, Estylo, Sea,
Electronic House and Maximum PC Magazine.

SIRIUS (S&P, CCC Corporate Credit Rating, Stable) is the only
satellite radio service bringing listeners more than 100 streams
of the best music and entertainment coast-to-coast.  SIRIUS offers
60 music streams with no commercials, along with over 40 world-
class sports, news and entertainment streams for a monthly
subscription fee of only $12.95, with greater savings for upfront
payments of multiple months or a year or more.  Stream Jockeys
create and deliver uncompromised music in virtually every genre to
our listeners 24 hours a day.  Satellite radio products bringing
SIRIUS to listeners in the car, truck, home, RV and boat are
manufactured by Kenwood, Panasonic, Clarion and Audiovox, and are
available at major retailers including Circuit City, Best Buy, Car
Toys, Good Guys, Tweeter, Ultimate Electronics, Sears and
Crutchfield.  SIRIUS is the leading OEM satellite radio provider,
with exclusive partnerships with DaimlerChrysler, Ford and BMW.  
Automotive brands currently offering SIRIUS radios in select new
car models include BMW, MINI, Chrysler, Dodge, Jeep(R), Nissan,
Infiniti, Mazda and Audi.  Automotive brands that have announced
plans to offer SIRIUS in select models include Ford, Lincoln,
Mercury, Mercedes-Benz, Jaguar, Volvo, Volkswagen, Land Rover and
Aston Martin.


SI TECHNOLOGIES: Annual Shareholders Meeting Convening Tomorrow
---------------------------------------------------------------
The Annual Meeting of Shareholders of SI Technologies, Inc., a
Delaware corporation, will be held on Thursday, December 11, 2003,
at 2:00 p.m. local time, at 14192 Franklin Avenue, Tustin,
California for the following purposes:  

1.  To elect a board of six directors.   

2.  To vote on proposal 2 "Approval of SI Technologies, Inc. 2003
    Stock Option Plan".  

3.  To vote on proposal 3 "Ratification of the Sale of Common
    Stock and Warrants to Ralph E. Crump and Marjorie L. Crump".

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

Shareholders of record at the close of business on October 31,
2003 will be entitled to a vote at the annual meeting and at any
adjournment thereof.   

                           *   *   *

            Consolidated Liquidity, Capital Resources
                   and Financial Condition

In its Form 10-K for the year ended July 31, 2003, SI Technologies
reported:

At July 31, 2003, the Company's cash position was $284,000
compared to $238,000 at July 31, 2002. Cash available in excess of
that required for general corporate purposes is used to reduce
borrowings under the Company's line of credit. Working capital
increased to $1,624,000 from $1,125,000 at July 31, 2002.

The Company's existing capital resources consist of cash balances
and funds available under its line of credit, which are increased
or decreased by cash provided by or used in operating activities.
Cash used by operating activities in 2003 was $612,000. Operating
income, reduction of trade receivables and the cash benefit of
depreciation was used to reduce trade payables and increase
inventories. Management anticipates generating cash from operating
activities in 2004 by reducing inventories assuming revenues
remain stable.

The Company's cash requirements consist of its general working
capital needs, capital expenditures, and obligations under its
leases and notes payable. Working capital requirements include the
salary costs of employees and related overhead and the purchase of
material and components. The Company anticipates capital
expenditures of approximately $280,000 in 2004 as compared to
$270,000 in 2003. The Company expects to refinance its current
lines of credit and has sufficient cash flow available to pay
current maturities of long-term debt of $1,898,000. A portion of
the current maturities represents a note which has been renewed in
the past. As of July 31, 2003, the Company had $385,000 available
under its lines of credit.

In June 2002, the Company amended its principal credit agreement
with its bank. The terms provide for a revolving line of credit up
to a maximum of $6,500,000 with interest at prime plus 2.75%.
Monthly payments on the line are interest only with principal due
January 2, 2004. The credit agreement provides a term note for
$1,500,000 with interest at prime plus 3.25%. Monthly payments on
the new term note are $25,000 plus interest with principal due
January 2, 2004. Monthly payments on the existing note payable are
reduced to $56,058 plus interest at prime plus 1.75%, with the
remaining terms of the existing note unchanged. The line and both
notes are secured by substantially all of the Company's assets and
are cross-collateralized and cross-defaulted. The Company is
required to maintain certain levels of earnings before interest,
taxes, depreciation and amortization, tangible net worth and fixed
charge coverage and may not pay any cash dividends under terms of
the agreement. The Company was in violation of one of these
covenants at year end and has received a waiver from the bank.

The Company believes that cash flow from operations and funds
available under its bank facilities will be sufficient to meet the
Company's working capital needs and principal payments on long-
term debt. No assurances can be made that the debt can be
refinanced or replaced at favorable rates.

In the 4th Quarter the Company completed a private placement, as
more fully described in Item 5, in which $750,000 of common stock
was sold along with warrants.


SOUTH STREET CBO: Fitch Affirms Junk Ratings for 5 Note Classes
---------------------------------------------------------------
Fitch Ratings has affirmed nine classes of notes issued by South
Street CBO 2000-1 Ltd., a collateralized bond obligation backed by
high yield bonds.

The following affirmations are effective immediately:

        -- $68,717,623 class A-1L notes 'AAA';
        -- $95,000,000 class A-2L notes 'AAA';
        -- $15,000,000 class A-3L notes 'BB+';
        -- $30,000,000 class A-3 notes 'BB+';
        -- $20,000,000 class A-4L notes 'CC';
        -- $8,000,000 class A-4A notes 'CC';
        -- $10,000,000 class A-4C notes 'CC';
        -- $15,000,000 class B-1 notes 'C';
        -- $4,779,240 class B-2 notes 'C'.

According to its Oct. 17, 2003 trustee report, the South Street
2000 portfolio collateral includes a par amount of $13.2 million
(5.3%) of defaulted assets. The deal also contains 22.0% of assets
rated 'CCC+' or below, excluding defaults. The senior class A, the
class A and class B overcollateralization tests are failing at
119.87%, 100.47% and 90.99%, versus their triggers of 120%, 110%
and 103%, respectively.

In determining this rating action, a credit committee reviewed the
results of cash flow model runs, incorporating several different
default and interest rate stress scenarios. Also, Fitch discussed
with Colonial Advisory Services Inc., the investment advisor,
their expectations and opinions of the portfolio. The investment
advisor's ability to trade has been eliminated due to the class B
OC test falling below 90% of the required ratio.

Fitch maintains that South Street 2000's performance is
commensurate with its assigned ratings. Fitch is concerned with
the elimination of the investment advisor's ability to trade.
Fitch will continue to monitor the performance of the transaction
along with the status of the investment advisor's trading ability.


SOUTHWALL TECH: Needham Further Extends Financing Agreement
-----------------------------------------------------------
Southwall Technologies Inc. (Nasdaq:SWTX), a global developer,
manufacturer and marketer of thin-film coatings for the automotive
glass, electronic display and architectural markets, announced
that it has entered into an extension of the letter agreement
dated November 11, 2003 with Needham & Company, Inc. The letter
agreement outlines the principal elements of a proposed bank
guarantee and equity financing package with Needham or its
affiliates of up to $5 million. The letter agreement, which was
due to expire on November 30, 2003 if definitive agreements for
the financing were not entered into by that date, and was
previously extended to December 5, 2003, has been further extended
to December 12, 2003, while the parties work to complete
negotiation of the definitive agreements.

                 About Southwall Technologies Inc.

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

                    About Needham & Company

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

                         *     *     *

           Liquidity and Going Concern Uncertainty

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

Liquidity:

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

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

Borrowing arrangements:

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

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

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

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

Capital expenditures:

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

Financing needs:

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

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


SPIEGEL: Unsecured Panel Clears Zuckerman's Retention as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of the Spiegel Group
Debtors is currently reviewing the claims and allegations set
forth in the Examiner's Report, as well as other information
available to the Committee, to determine what claims or causes of
action are available to the Debtors' estates.  There are certain
professional firms named, and whose conduct is discussed, in the
Examiner's Report whom the Committee's counsel, Chadbourne &
Parke, LLP, cannot sue.  To ensure that the Debtors' estates'
rights are protected, the Committee requires a special conflicts
counsel to assist and advise it in the review, investigation, and,
if appropriate, pursuit of, claims against those firms.

In this regard, the Committee selected Zuckerman Spaeder LLP as
its special conflicts attorneys because of the firm's litigation
and bankruptcy experience, including the firm's experience in
conducting investigations into matters similar to those for which
the Committee requires advice.  In the event the investigations
to be conducted by Zuckerman result in the Committee requiring
Zuckerman to file adversary proceedings or other litigation, the
Committee believes that Zuckerman has the ability and requisite
experience to represent it.

The Committee asks the Court for permission to retain Zuckerman
Spaeder LLP, nunc pro tunc to October 2, 2003.

Among other things, Zuckerman will:

   (a) review, investigate and, prosecute claims or causes of
       action against third parties, including KPMG LLP, White &
       Case LLP, and Kirkland & Ellis LLP with which Chadbourne
       has a conflict of interest or is otherwise unable to
       represent the Committee;

   (b) appear before the Court and any other court to protect
       the interests of the estate;

   (c) perform all other necessary legal services asked by the
       Committee; and

   (d) represent the Committee in matters where the Committee so
       directs.

Zuckerman partner, Norman L. Eisen, Esq., attests that the firm's
members:

   -- do not have any connection with the Debtors, their estates,
      or any other party-in-interest, or their attorneys and
      accountants, the United States Trustee or any employee;

   -- are "disinterested persons," as that term is defined in
      Section 101(14) of the Bankruptcy Code; and

   -- do not hold or represent any interest adverse to the
      Debtors' estates or their creditors.

For its services, Zuckerman will be paid on an hourly basis in
accordance with its customary rates.  The Zuckerman attorneys
presently designated to represent the Committee and their hourly
rates are:

           Norman L. Eisen                   $375
           Graeme W. Bush                     475
           Mark W. Foster                     550

Zuckerman may also use one or more additional lawyers.  The
additional staff will be paid based on these hourly rates:

           Partners                      $325 to 550
           Associate                      180 to 290

The firm will also be reimbursed for actual, necessary expenses
incurred. (Spiegel Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


TENNECO AUTOMOTIVE: Prices $125 Million of Senior Secured Notes
---------------------------------------------------------------
Tenneco Automotive (NYSE: TEN) announced that it has priced a
private offering of $125 million of 10.25% Senior Secured Notes
due July 15, 2013.
    
The notes will be sold to investors at a premium of 13 percent
above the face value, resulting in expected net proceeds to the
company from the transaction of approximately $136 million, plus
accrued interest from June 19, 2003.  The offering is one
component of the company's proposed refinancing of its existing
$964 million senior credit facility, which will be replaced by a
new $800 million senior credit facility and the issuance of the
notes. Tenneco Automotive is undertaking this refinancing
transaction to ensure the company's access to a long-term source
of liquidity, thereby improving its financial flexibility, and to
extend nearly all of its debt maturities to 2009 and beyond.

The notes will be senior secured obligations of Tenneco Automotive
and will mature on July 15, 2013 with interest from June 19, 2003
payable semi-annually beginning on January 15, 2004.  The notes
will be guaranteed by each of Tenneco Automotive's material
domestic wholly-owned subsidiaries who guarantee the senior credit
facility.  The notes and guarantees will be secured by a second
priority lien, subject to certain exceptions, on substantially all
the U.S. assets of Tenneco Automotive and of the subsidiary
guarantors, respectively, that secure obligations under the senior
credit facility.
    
The closing of the senior credit facility and the proposed notes
issuance are each conditioned on the closing of the other.  
Although there can be no assurance, the company currently expects
to complete these transactions by mid-December.
    
Tenneco Automotive is 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.  This
news release does not constitute an offer to sell or the
solicitation of an offer to buy any security and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which it would be unlawful.
    
As reported in the Troubled Company Reporter's December 8, 2003
edition, 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.

Tenneco is a manufacturer of emissions control systems and ride-
control products for the automotive original equipment market and
aftermarket.


TERAYON COMMUNICATION: Reaffirms Fourth Quarter 2003 Guidance
-------------------------------------------------------------
Terayon Communication Systems, Inc. (Nasdaq: TERN), the leading
innovator of intelligent broadband access, reaffirmed its fourth
quarter financial guidance.  For the fourth quarter ending
December 31, 2003, the company expects revenue will be in the
range of $40 million to $43 million, with a net loss in the range
of $0.07 to $0.09 per share.  The company also reconfirmed it
expects to end the fourth quarter with a gross cash and short-term
investments balance of approximately $136 million.

"We are pleased to be on track for our third consecutive quarter
of revenue growth.  We believe this shows that cable operator
acceptance of DOCSIS(R) 2.0 is growing steadily since we began
shipping our Terayon BW 3000 DOCSIS 2.0-qualified CMTS line in
volume, and that the BW 3000 CMTS line is taking an increasing
share of the CMTS market," said Terayon CEO Zaki Rakib.
"Complementing this success, we are seeing increasing sales of our
digital video Terayon Network CherryPicker(TM) as operators expand
their HDTV deployments.  Our cable modem unit shipments are
showing strong growth and we believe we are well positioned to
take additional market share this quarter. We feel these
successes, combined with our ongoing focus on improving operating
efficiencies and cost containment, put us on track to achieve
profitability in the second quarter of 2004."

         Market Trends Offer Further Evidence of Opportunity
    
Market trends show that the demand for more and more bandwidth
remains unabated, whether that is the one-directional bandwidth
demand generated by the growing number of HDTV offerings or the
bi-directional bandwidth demand resulting from the continuing
increase in the number of households wanting broadband
connections, coupled with growth of bandwidth-intensive services
like on-line video gaming and peer-to-peer exchange.  Terayon
believes major U.S. cable operators will continue to increase the
speeds of their cable broadband services in response to aggressive
competition from the DSL offerings by telecom companies.  In
addition, recent announcements by cable operators demonstrate
their intent to expedite their ubiquitous adoption of DOCSIS 2.0
into their networks.

"We are encouraged by the continuing evidence of improving market
conditions.  Bandwidth continues to be king for consumers and
enterprises alike because the services they want -- HDTV, high-
speed Internet, interactive gaming and voice over the Internet --
require greater bandwidth to deliver," said Rakib.
    
Further, Terayon is converting the need for bandwidth from the
increased pace of HDTV rollouts into growing orders for the
Terayon Network CherryPicker from both cable and satellite
providers.  HDTV is a vital new service but it requires
substantial bandwidth and efficiencies to deliver.  The rate
shaping capabilities of the Network CherryPicker enables cable and
satellite operators to deliver more revenue-generating HDTV
content with optimum picture quality, while using less bandwidth,
which can then be used to deliver additional broadband services.

The company has made solid progress in its Subscriber business as
evidenced by its continuing gains in North American cable modem
market share, ending the third quarter in the number three vendor
position as reported by Kinetic Strategies Inc.  In addition to
growth in unit shipments, Terayon has made progress in lowering
its cable modem unit costs with the introduction of its new lower
cost IM6130 silicon chip into production in the fourth quarter
combined with other product cost and operating expense
improvements.

During the past three quarters Terayon has experienced growing
acceptance of its DOCSIS 2.0 CMTSs, steadily rising sales of the
Network CherryPicker and strong demand for the company's DOCSIS
2.0 modems, which, combined with tight cost controls, have led to
sequential revenue growth and the reaffirmation of its fourth
quarter guidance.

Terayon will provide additional details on its business
performance when it reports its fourth quarter financial results
on Tuesday, January 27, 2004 after the market closes.

Terayon Communication Systems, Inc. (S&P, B- Corporate Credit and
CCC Subordinated Debt Ratings, Negative) provides innovative
broadband systems and solutions for the delivery of advanced,
carrier-class voice, data and video services that are deployed by
the world's leading cable television operators. Terayon,
headquartered in Santa Clara, California, has sales and support
offices worldwide, and is traded on the NASDAQ under the symbol
TERN. Terayon is on the Web at http://www.terayon.com


THAXTON GROUP: Continues Employing Ordinary Course Professionals
----------------------------------------------------------------
The Thaxton Group, Inc., and its debtor-affiliates sought and
obtained approval from the U.S. Bankruptcy Court for the District
of Delaware to retain and employ the professionals they turn to in
the ordinary course of business.

In the ordinary course of their businesses, the Debtors employ
various professionals to render services relating to numerous
issues that arise in the Debtors' businesses.  Many of these
Ordinary Course Professionals are attorneys and other
professionals used by the Debtors to collect outstanding consumer
finance loans that are delinquent or in default. The Debtors have
many ongoing collections actions and fully expect many more during
the pendency of these chapter 11 cases. These collection actions
serve a critical role in the Debtors' ordinary course operations.

The Debtors obtained authority to pay, without formal application
to the Court, 100% of the fees and disbursements to each of the
Ordinary Course Professionals upon the submission to the Debtors
of an appropriate invoice setting forth in reasonable detail the
nature of the services rendered, provided that such fees and
disbursements do not exceed a total of $50,000 per month per
Ordinary Course Professional.

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


TSI TELSYS: September Balance Sheet Upside Down by $871,000
-----------------------------------------------------------
TSX Venture Exchange "TSI" - TSI TelSys Corporation announced
today the results of operations for the third quarter and for the
first nine months of FY2003.

FY2003 third quarter revenues totaled $1.3 million, with a gross
margin of 29% of revenues. This compares with revenues of $1.2
million and a gross margin of 19% in the same period in FY2002.
Deliveries made during the quarter included the delivery of
several TSI TelSys telemetry systems to support the U.S.
Department of Defense's Space Based Infrared Systems (SBIRS)
program, the delivery of twelve Functionally Distributed
Processors (FDPs) to NASA's Marshall Space Flight Center for the
International Space Station (ISS) Downlink Enhancement
Architecture (IDEA) project, and the delivery of a high
rate receiver and a programmable wideband modulator to a U.S.
government agency.

Orders received in the third quarter of FY2003, which ended
September 26, 2003 equaled $1.2 million as compared with $0.1
million for the same period in FY2002. At the end of the third
quarter of FY2003, orders backlog stood at $1.6 million, as
compared with an orders backlog of $1.3 million at the end of the
third quarter of FY2002. The third quarter order total included
several additional orders for telemetry systems, spare parts and
maintenance to support the SBIRS program. The total also included
orders from an existing aerospace customer to provide transceiver
development support, as well as the renewal of several maintenance
contracts with existing customers to provide continued support for
TSI TelSys systems that have already been deployed.

Operating expenses were $0.7 million in the third quarter of
FY2003 as compared with $0.6 million in the same period in FY2002.
The increase in operating expenses was due to an increase in
research and development expense and in sales, general and
administrative costs.

The Company recorded a net loss of $0.3 million (net loss of $0.04
per share - basic and diluted) in the third quarter of FY2003, as
compared with a net loss of $0.4 million (net loss of $0.05 per
share - basic and diluted) in the same period in FY2002.

Current assets totaled $1.2 million at the end of the third  
quarter of FY2003. This compares with current assets at the end of
the preceding year of $1.3 million. At the end of the third
quarter of FY2003, total assets stood at $1.5 million, total
liabilities stood at $2.3 million and stockholders' deficit was
$0.9 million. At the end of the preceding year, total assets stood
at $1.8 million, total liabilities at $2.1 million and
stockholders' deficit was $0.3 million.

The company's September 26, 2003, balance sheet reports a working
capital deficit of about $1 million while total net capital
deficit tops $871,000.

Headquartered in Columbia, Maryland, TSI TelSys designs,
manufactures and markets high-performance data acquisition,
simulation and communication systems for the aerospace industry
and provides related engineering services. The Company has been a
pioneer in utilizing reconfigurable architectures (Adaptive
Computing) for communications and data processing, and has
incorporated this technology into its product line since 1996. The
Company is a leader in providing multi-mission satellite
communications systems adaptable to virtually any protocol format
and that support data rates up to a gigabit per second (Gbps).


UNITED AIRLINES: Inks 10-Year Reservation Contract with Galileo
---------------------------------------------------------------
Galileo International, a leading global distribution services
(GDS) company and subsidiary of Cendant Corporation (NYSE: CD),
announced it has signed a 10-year contract with United Airlines
(UAL) to provide reservations system technology and hosting
services, network management and to develop a new Internet booking
engine for the airline's Web site, United.com.  United will
participate in the Galileo GDS through the term of the agreement.

"Working with Galileo, United can provide a state-of-the art
Internet booking engine that will increase efficiency, maximize
revenue and, most importantly, enhance customer service," said
Bruce Weiner, a leader in United Airlines Strategic Sourcing
organization.  "We've had a long affiliation with Galileo that
today extends beyond hosting services to include the use of
Cendant-affiliate NEAT's industry leading packaging technology for
UnitedEscapes."
    
UnitedEscapes is the carrier's online travel packaging service
which enables travelers to create personalized, value-priced
packages by combining travel on United with car and/or hotel
accommodations.  United customers will also benefit from ongoing
partnerships with Avis and Budget through a variety of programs
including Mileage Plus, United.Com Rent a Car Page, Voice Call
Transfer, Small Business and Meeting & Groups programs.

Through a strategic alliance with Datalex, a leading provider of
e-Business Information Technology (IT) solutions to the global
travel industry, Galileo will provide United with one of the most
advanced Internet booking technologies on the market today.  The
booking engine will serve as the primary platform for United's
online distribution strategy and will closely integrate its
consumer and other distribution channels.  The flexibility,
reliability, and scalability of this state-of-the-art technology
solution will enable United to respond to changing requirements in
a rapidly evolving travel environment.  The carrier is expected to
reduce costs while enhancing distribution efficiency inventory
control yield management and customer service.

United recently joined Galileo's Preferred Fares Select program,
providing Galileo-connected travel agencies and their customers
with complete access to all of United's published fares for a
three-year term.  This competitive content includes all fares the
airline sells through any other GDS, third-party Web sites or
their own Web site and reservation offices.  In addition, United
and Cendant are also expanding their relationship by implementing
promotional opportunities within Cendant's Retail Travel Services
group.

"Galileo has had a long and mutually beneficial partnership with
United Airlines and we are pleased to not only extend, but expand
our strategic partnership with them," said Flo Lugli, senior vice
president, Airline Solutions for Cendant's Travel Distribution
Services division.

Galileo also provides a number of leading technology solutions to
other airline carriers for use in their internal reservation and
ticket office environments.  These include a next generation
faring system, Galileo 360. Fares, which offers state-of-the-art
server based fare display, quotation and shopping services to over
40 leading airlines around the world.  In addition, a Reservation
Sales Solution (RSS) allows airlines access to Galileo's direct
computer-to-computer links for instant and secure reservations,
seat assignment, and other special travel related services with
nearly 300 carriers.

                  About Galileo International

Galileo International (http://www.galileo.com)is a global  
technology leader.  Its core business is providing electronic
global distribution services for the travel industry through its
computerized reservation systems, leading-edge products and
innovative, Internet-based solutions.  Galileo is a value-added
distributor of travel inventory dedicated to supporting its travel
supplier, agency and corporate customers and, through them,
expanding traveler choice.  A subsidiary of Cendant Corporation
(NYSE: CD) and part of Cendant's Travel Distribution Services
Division, Galileo is headquartered in Parsippany,
NJ, and has offices worldwide.

       About Cendant Travel Distribution Services Division

Cendant's Travel Distribution Services Division is one of the
world's largest and most geographically diverse collections of
travel distribution businesses.  The division, employing some
5,000 people in more than 115 countries, includes: Galileo, a
leading global distribution services (GDS) company, serving more
than 47,000 travel agencies and over 54,000 hotels; hotel
distribution and services businesses (Trust, THOR, WizCom and
Neat); leading travel agencies, including Cheap Tickets and
Lodging.com; an airline market intelligence company; and
Travelport, a provider of global corporate travel management
solutions.

                        About United
    
United and United Express operate more than 3,300 flights a day on
a route network that spans the globe.  News releases and other
information about United can be found at the company's web site at
http://www.united.com.
                                   

US AIRWAYS: Stipulation Allowing $20 Mill. of Undisputed Claims
---------------------------------------------------------------
John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom, reminds Judge Mitchell that, pursuant to the Plan, the
Reorganized US Airways Debtors are authorized to settle claims
upon the execution and filing of stipulations with the Court.  Mr.
Butler explains that numerous creditors filed Proofs of Claim in
these bankruptcy cases.  The Reorganized Debtors reviewed the
Proofs of Claim and do not have any objection to their allowance.  
The Claims total $20,306,200.  The Reorganized Debtors consent to
the allowance of the Proofs of Claim.

The ten largest allowed Proofs of Claim are:

        Claimant                   Claim No.       Amount
        --------                   ---------       ------
        Aviation Safeguards           154        $244,627
        Sabena SA Receivers           363       2,185,849
        Flightsafety Boeing           696         212,520
        Flightsafety Int'l           1392         213,345
        LSG SkyChefs                 1506       5,600,712
        Jacksonville Airport         1550         416,444
        Orlando Aviation Auth.       1706       1,058,929
        United Aviation Fuels        1750         550,255
        Unical Aviation              2206         294,891
        Central Property             5187         507,646
(US Airways Bankruptcy News, Issue No. 43; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


U.S. STEEL: Closing Straightline Unit by Year End
-------------------------------------------------
United States Steel Corporation (NYSE: X) announced that it is
closing its technology- enabled steel distribution unit
Straightline Source effective December 31, 2003. As a result, U.
S. Steel will record a fourth quarter pre-tax charge of
approximately $25 million. U. S. Steel intends to fulfill current
contractual commitments Straightline has with customers and
suppliers.

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.

For more information about U.S. Steel visit http://www.ussteel.com


WARNACO: Intimate Apparel Pres. John Wyatt Acquires 240,000 Shares
------------------------------------------------------------------
In a Securities and Exchange Commission filing, John Thomson
Wyatt, Group President of The Warnaco Group's Intimate Apparel
line, discloses his acquisition of 240,000 Warnaco Common Stock,
par value $0.01 per share as of November 13, 2003. (Warnaco
Bankruptcy News, Issue No. 56; Bankruptcy Creditors' Service,
Inc., 215/945-7000)  


WEIRTON STEEL: Judge Approves Plan Confirmation Hearing Delay
-------------------------------------------------------------
Weirton Steel Corp. announced that a federal judge has approved
its request to delay a hearing during which the court was
scheduled to act on the company's reorganization plan to emerge
from bankruptcy.
    
The company sought the delay of a Dec. 16 hearing in Wheeling,
W.Va., to provide it additional time to complete its
reorganization plan.  Bankruptcy Judge L. Edward Friend II was to
decide whether or not to approve the company's reorganization plan
which anticipated Weirton Steel's emergence from bankruptcy by
Dec. 31.

A date for another hearing has yet to be set.

Weirton Steel reported making significant progress and/or
completing the majority of the steps within its reorganization
plan.
    
"We've been attempting to accomplish a tremendous amount of work
in a very short time span.  The progress we've made in six months
has been remarkable when comparing us to other recent steel
company bankruptcies.  But, we need additional time to ensure a
steel mill remains in Weirton," said D. Leonard Wise, Weirton
Steel chief executive officer.

"The additional time provided by the judge will help us put all
the pieces in place before we again approach the court."
    
Weirton Steel had targeted Dec. 31 as its date to emerge from
bankruptcy because the Emergency Steel Loan Guarantee (ESLG)
Program expires that day.

"If we were trying to complete our reorganization during any other
month of the year, time wouldn't be an issue.  However, it's been
extremely difficult to finalize the reorganization plan with the
holiday season beginning with Thanksgiving and extending through
New Year's.  Many of the parties we need to work with simply
aren't available because of holidays and the vacations they have
scheduled around them," noted Wise.

In regard to the ESLG Program, the company recently received
conditional approval to participate in the program which would
guarantee 88 percent of a $145 million bankruptcy emergence loan
the company anticipates receiving from several lending
institutions.

"We don't expect our ESLG Program participation to be jeopardized.  
An amendment to a budget bill that would extend the program for
two years is pending before Congress.  We've received favorable
reports from Washington concerning the probability for the
extension," explained Wise.

Wise said Weirton Steel's bankruptcy attorney today conveyed to
the court that the company is continuing to pursue a dual path of
emerging  from bankruptcy as a stand alone company or through
selling the company's assets.

Weirton Steel filed a voluntary petition for bankruptcy on May 19.  
The company, which employs 3,425, is the fifth largest U.S.
integrated steelmaker and the nation's second largest producer of
tin mill products.


WEIRTON STEEL: Will Impose Temporary Raw Materials Surcharge
------------------------------------------------------------
Weirton Steel Corp. announced that unprecedented increases in raw
material prices have compelled it to implement a $25 per ton
surcharge on all steel shipments.

The surcharge, which will apply to all products and customers,
will commence Dec. 15 and continue through Jan. 31, 2004.
    
Weirton Steel said the surcharge is necessary to offset dramatic
cost increases on both scrap and raw materials.  The company said
it will contact its customers no later than Jan. 16 if a
continuation of the surcharge through February is required.
    
Weirton Steel is the fifth largest U.S. integrated steel company
and the nation's second largest producer of tin mill products.


WEYERHAEUSER: Lauds Proposal to End Lumber Dispute with Canada
--------------------------------------------------------------    
Steven R. Rogel, chairman, president and CEO of Weyerhaeuser
Company (NYSE: WY) made the following statement regarding the
proposal to end the softwood lumber dispute between the United
States and Canada.
    
"Weyerhaeuser, with mills in the U.S. and Canada, applauds the
governments of both countries for staying at the negotiating table
and for agreeing to compromises that we know will be difficult for
both sides.

"We'll work hard over the next few weeks to convey our strong
support of this proposal to the Canadian and U.S. governments.
Ratification is vital if we're to achieve free trade and stability
in the North American lumber business.

"The proposed resolution provides a framework for long-term policy
change in Canada. Once the agreement is ratified, as a U.S.-based
company, Weyerhaeuser will do all in its power to ensure a fair
process that allows the provinces to adopt forestry policies that
will lead to free trade. We must not let personalities or politics
sidetrack what so many have worked so hard and so long to
achieve."
    
Weyerhaeuser Company (Fitch, BB+ Senior Unsecured Long-Term
Ratings, Stable Outlook), one of the world's largest integrated
forest products companies, was incorporated in 1900.  In 2002,
sales were $29.1 billion ($18.5 billion US).  It has offices or
operations in 18 countries, with customers worldwide. Weyerhaeuser
is principally engaged in the growing and harvesting of timber;
the manufacture, distribution and sale of forest products; and
real estate construction, development and related activities.  
Weyerhaeuser Company Limited, a wholly owned subsidiary, has
Exchangeable Shares listed on the Toronto Stock Exchange under the
symbol WYL. Additional information about Weyerhaeuser's
businesses, products and practices is available at
http://www.weyerhaeuser.com.


WOODWORKERS WAREHOUSE: Employs Bayard Firm as Co-Counsel
--------------------------------------------------------
Woodworkers Warehouse, Inc., seeks to employ and retain The Bayard
Firm as Co-Counsel in its on-going chapter 11 proceeding.  The
Debtor has also asked the Court's permission to retain Kronish
Lieb Weiner & Hellman as lead counsel.

The Debtor anticipates that The Bayard Firm will:

     a) provide legal advice with respect to the Debtor's powers
        and duties as a debtor in possession in the continued           
        operation of its business and management of its
        properties;

     b) take necessary action to protect and preserve the
        Debtor's estate, including assisting in the prosecution
        of actions on behalf of the Debtor, the defense of any           
        action commenced against the Debtor, negotiations
        concerning all litigation in which the Debtor is
        involved, and objecting to claims filed against the
        Debtor's estate;

     c) prepare, in conjunction with co-counsel, on the Debtor's
        all necessary applications, motions, responses,
        objections, orders, reports, and other legal papers;

     d) negotiate and draft any agreements for the sale or
        purchase of assets of the Debtor, if appropriate;

     e) assist in negotiating and drafting a plan of
        reorganization, consensual or otherwise, and all related
        documents, including, but not limited to, the disclosure
        statements and ballots for voting thereon;

     f) take the steps necessary to confirm and implement the
        Plan, including, if needed, modifications thereof and
        negotiating financing for the Plan; and

     g) render such other legal services for the Debtor as may
        be necessary and appropriate in these proceedings.

Steven M. Yoder, Esq., a director of The Bayard Firm reports the
firm's current standard hourly rates range from:

          Directors           $350 and $510 per hour
          Associates          $190 and $350 per hour
          Paralegals          $ 75 and $150 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 represents 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.


WORLD AIRWAYS: Special Shareholders' Meeting Set for December 15
----------------------------------------------------------------
World Airways, Inc. will hold a Special Meeting of Stockholders at
9:00 a.m., local time, on Monday, December 15, 2003, at its
principal executive offices in The HLH Building, 101 World Drive,
Peachtree City, Georgia 30269, for the following purposes:

    1. To approve the issuance of $25,545,000 principal amount of
       six-year 8% Convertible Senior Subordinated Debentures in
       exchange for $22,545,000 principal amount of World's   
       currently outstanding 8% Convertible Senior Subordinated
       Debentures Due 2004 and $3,000,000 in cash;
    
    2. To approve the issuance of warrants to the Air
       Transportation Stabilization Board to purchase shares of
       Company common stock in connection with a federal guarantee
       of $27,000,000 to support a $30,000,000 term loan facility;
       and
    
    3. To act upon such other matters as may properly come before
       the special meeting and any and all adjournments and
       postponements thereof.

The record date for the special meeting is November 12, 2003, and
only stockholders of record at the close of business on that date
will be entitled to notice of, and to vote, at the special
meeting.

Utilizing a well-maintained fleet of international range, wide-
body aircraft, World Airways, Inc., has an enviable record of
safety, reliability and customer service spanning more than 55
years. The Company is a U.S. certificated air carrier providing
customized transportation services for major international
passenger and cargo carriers, the United States military and
international leisure tour operators. Recognized for its modern
aircraft, flexibility and ability to provide superior service,
World Airways, Inc. meets the needs of businesses and governments
around the globe. For more information, visit the Company's Web
site at http://www.worldair.com. At September 30, 2003, the  
company's balance sheet is upside down
by $13.7 million.    


WORLDCOM INC: Xerox Demands Payment for $1 Million Admin Expense
----------------------------------------------------------------
Before the Petition Date, Xerox Capital Services, LLP, entered
into numerous contracts with the Worldcom Debtors whereby Xerox
provided various document-related services for the Debtors in
exchange for consideration.  At the Debtors' request, Xerox
continues to provide postpetition services to the Debtors under
the terms of the contracts.  As of November 6, 2003, the Debtors
failed to make postpetition payments to satisfy unpaid invoices
totaling $1,023,975.

Gene R. Kazlow, Esq., at Kazlow & Kazlow, in New York, argues
that Xerox is entitled to receive payment of all contractual
obligations under the Contracts that have become due on or after
the 60th day after the Petition Date, without the necessity of
meeting the requirements of Section 503(b)(1)(A) of the
Bankruptcy Code.  Xerox is entitled to receive its monthly
payments due under the Contracts as a matter of law since the
Debtors have taken no action to assume or reject the Contracts.

Mr. Kazlow asserts that under Section 363(e), Xerox is likewise
entitled to adequate protection of its interests in the leased
property, including payment for the leased property and
compliance with the non-monetary terms of the Contracts.  Given
the Debtors' continued postpetition use of the leased property
without the commensurate payment to Xerox pursuant to the terms
of the Contracts, Mr. Kazlow argues that Xerox was not and
currently is not, adequately protected.  The Debtors continue to
enjoy the benefits of the Contracts and the leased property
without providing Xerox some form of protection, monetary or
otherwise.  In addition, the Debtors are in default of their
postpetition contractual obligation to Xerox in violation of
their document-related Contracts.  

Mr. Kazlow submits that the Court should require the Debtors to
pay Xerox, in accordance with the terms of the Contracts, all due
and unpaid rent for the postpetition use of the leased property,
and should condition the Debtors' continued use of the leased
property on the Debtors' continuing performance of its
obligations set forth in the Contracts as they become due.  

Xerox, therefore, asks the Court to allow its $1,023,975 claim
for amounts due under the Unpaid Invoices as an administrative
expense, and to compel the Debtors to:

   (a) immediately pay the $1,023,975; and

   (b) provide adequate protection for the use of Xerox's
       property and services. (Worldcom Bankruptcy News, Issue No.
       44; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


WORLDCOM/MCI: Partners with Time Warner to Deliver IP Services
--------------------------------------------------------------
MCI (WCOEQ, MCWEQ) announced that it has entered into a multi-
year, multi-million dollar agreement with Time Warner Cable to
provide consumers with next-generation voice-over-IP (VoIP)
communications services utilizing MCI's global voice and data
network.

As a result of the services provided by MCI under the terms of the
agreement, Time Warner Cable will be able to deploy its
residential Internet protocol ("IP") voice service, Digital Phone,
nationwide.  In addition to providing local points of
interconnection to terminate IP voice traffic to the public
switched telephone network, MCI will also deliver enhanced 9-1-1
service, local number portability as well as manage network
integration and electronic bonding of both companies' order entry
systems.

"The time has come for a new solution that delivers all of the
simplicity, quality and value that customers want -- full service
communications, high- speed Internet and video -- all in one
package, on one bill, from a single provider," said Jonathan
Crane, MCI executive vice president of Corporate Development and
Strategy.  "This relationship represents the next evolution in
consumer communications -- leveraging the added capabilities of
cable and the global reach of the MCI IP network to create
services that leave the old public switched network behind."

The agreement also enables the cost-efficient use of both
companies' access facilities, simplifies pricing and offers new
communications features that not only benefit consumers today but
also pave a logical migration path toward new communications
technologies in the future.

                           About WorldCom

WorldCom, Inc. (WCOEQ, MCWEQ), which currently conducts business
under the MCI brand name, is a leading global communications
provider, delivering innovative, cost-effective, advanced
communications connectivity to businesses, governments and
consumers.  With the industry's most expansive global IP backbone,
based on the number of company-owned POPs, and wholly- owned data
networks, WorldCom develops the converged communications products
and services that are the foundation for commerce and
communications in today's market.  For more information, go to
http://www.mci.com.


WORLDWIDE HOLDINGS: Signs-Up Michael Johnson as New Auditor
-----------------------------------------------------------
On September 4, 2003, Sellers & Anderson, LLC, resigned as
Worldwide Holdings Delaware Corporation's auditor effective as of
that date. The audit report of Sellers for the two most recent
fiscal years of 2001 and 2002 was modified for uncertainty as to
whether Worldwide Holdings Delaware would continue as a going
concern. The decision to change accountants was approved by a
unanimous consent to action by the Board of Directors of
Worldwide.

On September 19, 2003, Worldwide retained Michael Johnson & Co.,
LLC, of Denver, Colorado, to be its principal accountant, engaged
to audit Worldwide's financial statements. This action was taken
to replace the Utah firm of Sellers. Sellers and Worldwide have
had no disagreements over management practices or accounting
policies. The change to the new auditors became effective upon
receipt, approval and execution of an engagement agreement.
Worldwide's Board of Directors have approved the engagement of
Johnson as the principal accountant.

The company's March 31, 2003, balance sheet is upside-down by
$1.28 million.


XCEL ENERGY: Board Declares Payment of Delayed Dividend
-------------------------------------------------------
Xcel Energy (NYSE:XEL) announced that its board of directors has
declared payment of the delayed October common stock dividend.

"The company had adequate cash on hand to pay the dividend in
October but was prevented from doing so because of a provision in
the Public Utility Holding Company Act," said Wayne Brunetti, Xcel
Energy's chairman and chief executive officer. "That provision
requires a company to have retained earnings at least equal to the
dividend payment or receive a waiver of that requirement from the
Securities and Exchange Commission (SEC)."

Brunetti said that earnings from utility operations and the impact
of NRG Energy's emergence from bankruptcy have boosted Xcel
Energy's retained earnings.

"We know dividends are important to our shareholders," Brunetti
said. "This action by our board enables shareholders to receive
their full 75-cents-per-share common dividend this calendar year.
Following this dividend declaration, we expect to return to our
normal dividend declaration and payment pattern."

A dividend of 18.75-cents-per-share of common stock will be paid
on December 31, 2003 to shareholders of record on December 15.

Xcel Energy is a major U.S. electricity and natural gas company
with operations in 11 Western and Midwestern states. Xcel Energy
provides a comprehensive portfolio of energy-related products and
services to 3.2 million electricity customers and 1.7 million
natural gas customers through its regulated operating companies.
In terms of customers, it is the fourth-largest combination
natural gas and electricity company in the nation. Company
headquarters are located in Minneapolis. More information is
available at http://www.xcelenergy.com.


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

November 2-5, 2005
     NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
          Seventy Eighth Annual Meeting
               San Antonio, TX
                    Contact: http://www.ncbj.org/

December 1-3, 2005
     AMERICAN BANKRUPTCY INSTITUTE
          Winter Leadership Conference
               Hyatt Grand Champions Resort, Indian Wells, CA
                    Contact: 1-703-739-0800 or
                              http://www.abiworld.org

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Bernadette C. de Roda, Donnabel C. Salcedo, Ronald P.
Villavelez and Peter A. Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***