TCR_Public/031211.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, December 11, 2003, Vol. 7, No. 245   

                          Headlines

ABITIBI-CONSOLIDATED: Board of Directors Declares Dividend  
ADELPHIA BUSINESS: Rigases Take Action to Block Confirmation
ALL AROUND AMUSEMENT: Case Summary & 1 Largest Unsecured Creditor
AMERCO: Asks Court to Establish Uniform Solicitation Procedures
AMERICA WEST: Fitch Initiates Sr. Unsecured Debt Rating at CCC

AMERICAN AIRLINES: Names Dennis Cary Pres., AAdvantage Program
AMERICANA PUBLISHING: Wants Shareholders' Nod for Reverse Split
AMERICAS MINING: S&P Junks Corporate Credit Rating at CCC+
ANTARES PHARMA: Receives Milestone Payment from Eli Lilly & Co.
BAM! ENTERTAINMENT: Secures $1.5 Mill. in Financing from Laurus

BLUE RIDGE: S&P Assigns B- Corp. Credit Rating & Stable Outlook
BOFA ALTERNATIVE: Fitch Rates Four Note Classes at Low-B Levels
BOFA MORTGAGE: Fitch Rates Classes B-4 & B-5 Notes at BB/B
BOISE CASCADE: Shareholders' Okay Proposed OfficeMax Acquisition
BOISE CASCADE: OfficeMax Shareholders Approve Merger Agreement

BUILDERS PLUMBING: Case Summary & 20 Largest Unsecured Creditors
CHEMICAL MORTGAGE: Fitch Affirms BB- Rating for Class B3 Notes
CHI-CHI'S: Committee Taps Akin Gump as Bankruptcy Attorneys
COVANTA ENERGY: Creditors Committee Moves to Block Confirmation
CROWN CASTLE: S&P Rates $300-Million 7.5% Senior Notes at CCC

CUMMINS INC: Changes Stock Symbol to 'CMI' for NYSE Listing
DLJ MORTGAGE: Fitch Cuts Ratings on 3 Note Classes to BB/CC/D
DUCANE GAS GRILLS: Case Summary & 20 Largest Unsecured Creditors
ENRON CORP: Linc Corp. Joins New Linc Group Following Buy-Out
ENRON CORP: Wants Court Approval to Sell CEG Shares for $158.6MM

FEDERAL-MOGUL: Wants Nod to Expand Ernst & Young's Engagement
FLEMING: Court Fixes January 15, 2004 as Admin Claims Bar Date
GAP INC: Founder Donald G. Fisher Will Step Down as Chairman
GAP INC: Board Declares Dividend Payable on January 7, 2004
GEORGETOWN STEEL: Committee Brings-In Warner Stevens as Counsel

GLOBAL CROSSING: Emerges from Chapter 11 Bankruptcy Proceedings
GRANITE BROADCASTING: Selling $405MM of 9-3/4% Sr. Secured Notes
HASBRO INC: $167MM of 8-1/2% Notes Tendered as of Dec. 8, 2003
HEADWATERS: Expected Fin'l Improvement Prompts S&P's Pos. Watch
HILTON HOTELS: Fitch Revises Outlook on Low-B Rating to Stable

ICO INC: Appoints John F. Gibson to Company's Board of Directors
IMPERIAL PLASTECH: Canadian Court Approves CCAA Plan
INFOUSA: Names David Schajatovic VP for D.A. Advertising Sales
INTERPUBLIC: Fitch Says Issuance Has No Rating Implications
ISTAR FINANCIAL: Prices Offering of 7.65% Preferred Shares

JACUZZI BRANDS: Fiscal Year 2003 Net Loss Tops $31 Million
KAISER ALUMINUM: Has Until May 12 to Move Actions to Del. Court
LENNAR CORP: Will Publish Fourth-Quarter Results on Monday
LEVI STRAUSS: S&P Junks Corp. Credit Rating at CCC After Review
LSP BATESVILLE: S&P Affirms B Bonds Rating after NRG's Emergence

MANSFIELD TRUST: Fitch Maintains BB/B Ratings on Classes E & F
MCDERMOTT INT'L: Completes Financial Restructuring Initiatives
MEDINEX SYSTEMS: Michele Whatmore Discloses 27.1% Equity Stake
MIRANT CORP: Equity Committee Hires Brown Rudnick as Counsel
MISS. CHEMICAL: Asset Sale Objection Deadline Set for Tomorrow

MKTG SERVICES: Special Shareholders Meeting Set for December 19
MOODY'S CORP: Increases Regular Quarterly Dividend by 67%
MORGAN STANLEY: Fitch Affirms Low-B Ratings on Six Note Classes
MORGAN STANLEY: Fitch Affirms Ratings on 17 Ser. 2001-TOP1 Notes
NATIONAL STEEL: MSISF Wants Payment of $5 Million Admin. Claim

NICKELS MIDWAY: Case Summary & 19 Largest Unsecured Creditors
NRG ENERGY: S&P Affirms B+ Rating After Conclusion of Chap. 11
OUTSOURCING SOLUTIONS: Successfully Emerges from Chapter 11
PANTRY INC: Files SEC Form S-3 for Proposed Secondary Offering
PEABODY ENERGY: B. R. Brown Elected to Board of Directors

PEABODY ENERGY: Unit Proposes to Sell 1 Million Common Units
PEP BOYS: S&P Affirms BB- Rating over Adequate Credit Measures
PERKINELMER: Fitch Affirms Low-B Senior Debt & Bank Loan Ratings
PETRO STOPPING: Extends & Amends Senior Discount Notes Offering
PG&E NATIONAL: USGen Wants to Pull Plug on Quebec Transfer Pact

PLAYBOY ENTERPRISES: Anticipates Improved Results for 2004
PORTOLA PACKAGING: Proposes Private Offering of Senior Notes
PRIME HOSPITALITY: Inks Management Pact with Hospitality Prop.
RITE AID: Will Publish Third-Quarter Results on December 18
R.J. REYNOLDS TOBACCO: Board Declares Quarterly Cash Dividend

ROYAL CARIBBEAN: Board Declares Dividend Payable on December 30
SAFETY-KLEEN: Wins Nod to Sell El Cajon Land for about $1 Mill.
SAMSONITE CORP: Red Ink Continued to Flow in Third Quarter 2003
SEPRACOR: S&P Rates $600MM Convertible Senior Sub. Notes at CCC
SLATER STEEL: Auctioning-Off Assets Tomorrow at 10 a.m.

SOUTHWEST ROYALTIES: S&P Ups Credit Rating 3 Notches to CCC
SOUTHWESTERN WATER: Commences Chapter 7 Liquidation in Texas
SPIEGEL GROUP: Intends to Implement Information Sharing Protocol
STARWOOD HOTELS: Fitch Affirms BB+ Senior Unsecured Debt Rating
STERLING FIN'L: OTS Approves Merger with Klamath First Bancorp

TEEKAY SHIPPING: Cancels Additional $58 Million of 8.32% Notes
TEEKAY SHIPPING: Says Amended IMO Regulations Positive for Co.
TIGER TELEMATICS: Shareholders Meeting Scheduled for January 16
TYCO INT'L: Appoints David Polk as VP for Media Relations
UNITED AGRI: S&P Assigns B+ Credit Rating with Stable Outlook

US AIRWAYS: Hall Class Claimants Withdraw $40-Billion Claim
VSOURCE: Names Ted Crawford and Howard Buff to Head HCM Services
WOODWORKERS WAREHOUSE: Gets OK to Use Lenders' Cash Collateral
WORLDCOM: Harford County Seeks Allowance of Admin Expense Claim

                          *********

ABITIBI-CONSOLIDATED: Board of Directors Declares Dividend  
----------------------------------------------------------
Abitibi-Consolidated Inc., (NYSE: ABY, TSX: A) announced that its
Board of Directors has approved a dividend payment to shareholders
of record on December 19, 2003 amounting to 2.5 cents per common
share payable on January 2, 2004.

As well, the Company announced that, going forward, dividend
declarations will be decided upon at the same time as
announcements of quarterly results. In 2004, it is expected that
quarterly results will be announced on January 27, April 29,
July 21 and October 21.

Abitibi-Consolidated Inc. (Moody's, Ba1 Outstanding Debentures
Rating), is the world's leading producer of newsprint and value-
added paper as well as a major producer of wood products,
generating sales of $5.1 billion in 2002. With 16,000 employees,
the Company does business in more than 70 countries. Responsible
for the forest management of 18 million hectares, Abitibi-
Consolidated is committed to the sustainability of the natural
resources in its care. The Company is also the world's largest
recycler of newspapers and magazines, serving 17 metropolitan
areas with more than 10,000 Paper Retriever(R) collection points.
Abitibi-Consolidated operates 27 paper mills, 21 sawmills, three
remanufacturing facilities and one engineered wood facility in
Canada, the US, the UK, South Korea, China and Thailand.


ADELPHIA BUSINESS: Rigases Take Action to Block Confirmation
------------------------------------------------------------
Martin J. Wes, Esq., at Dilworth Paxson LLP, in Philadelphia,
Pennsylvania, tells the Court that the Adelphia Business Solutions
Debtors' Amended Plan contains flaws that are fatal to its
confirmation.  

According to Mr. Wes, the Plan improperly classifies the ACOM DIP
Claims -- secured claims entitled to administrative superpriority
-- and provides that the holder of those claims will receive
absolutely nothing.  The Plan also improperly classifies a
portion of the claims held by the Rigas Family -- John Rigas,
Timothy Rigas, Michael Rigas and James Rigas -- with the result
that the holders of those claims will receive a smaller
distribution than other holders of substantially similar claims.  

Furthermore, the Amended Plan provides for the substantive
consolidation of the ABIZ Debtors' estates without offering much
more in support than their opinion that the consolidation will be
more efficient and beneficial to creditors, when in reality there
appears to be very little factual support for consolidation and
consolidation will directly harm some of the ABIZ Debtors'
creditors, including the Rigas Family.  Thus, the Amended Plan
does not -- and, indeed, cannot -- satisfy the requirements for
confirmation of a plan of reorganization set forth in Section
1129 of the Bankruptcy Code.

The ABIZ Debtors' failure to pay one of their largest
administrative claims by ignoring its undeniable superpriority
status and classifying it as simply another secured claim is
curious, to say the least, Mr. Wes points out.  This
misclassification of the ACOM DIP Claims flies in the face of the
requirements of the Bankruptcy Code, as well as the provisions of
the Court's Interim DIP Order.  In addition, the failure of the
Amended Plan to provide for the funding of a reserve for this
claim raises serious questions about its feasibility and,
perhaps, the administrative solvency of the ABIZ Debtors'
estates.

Section 1129(a)(9)(A) of the Bankruptcy Code states a fundamental
prerequisite to plan confirmation -- holders of administrative
claims must be paid "cash equal to the allowed amount of such
claim" on the effective date of the plan, unless the holders
agree to a different treatment.  The Bankruptcy Code also
explicitly states the corollary principle that administrative
claims are not to be classified in a plan.

Even if it were not self-evident that a postpetition loan to a
DIP, like the $15,000,000 advanced to the ABIZ Debtors by ACOM at
the Petition Date, is entitled to priority as an administrative
expense, the Interim DIP Order expressly gives it that priority.  
More than that, the Interim DIP Order gives ACOM's claims
superpriority status and secures them with liens on essentially
all of the Debtors' assets.

However, the Amended Plan completely ignores both the Bankruptcy
Code and the Court's Interim DIP Order.  In a legal "sleight of
hand," the Debtors "magically" transformed the ACOM DIP Claims
from something that must be paid in full to just another class of
claims.  Instead of receiving proper treatment as administrative
claims, they instead become impaired Class 5 Claims under the
Amended Plan and are not scheduled to receive any distribution at
all.

Mr. Wes explains that any theory that the Plan Proponents might
advance as a legal basis for the proposed treatment of the ACOM
DIP Claims will still be subject to a determination by the Court
after giving ACOM a full and complete opportunity to be heard.  
Therefore, there is a very real possibility that, despite the
Debtors' efforts to the contrary, the full amount of the ACOM DIP
Claims will have to be paid in full like any other administrative
or fully secured claims.  The Plan Proponents could, therefore,
be required to find as much as $15,000,000, not including
interest, in additional funding for the Amended Plan.  However,
the Amended Plan does not establish any cash reserve to pay the
ACOM DIP Claims in the event that they are allowed as
administrative claims.  Nor does the Amended Disclosure Statement
address whether there will be sufficient funds available from the
Amended Plan's proposed exit financing to cover this potential
additional expense.  Thus, there are very real questions
regarding whether the Amended Plan meets the feasibility
requirements of Section 1129(a)(11) of the Bankruptcy Code.

The Debtors' classification of the ACOM DIP Claims also raises a
bona fide question regarding the financial health of the Debtors'
estates, Mr. Wes asserts.  By focusing the attention of the Court
and the creditors on the alleged misdeeds of ACOM, the Plan
Proponents appear to be hoping that no one will notice that there
is no provision for funding a $15,000,000 reserve for the ACOM
DIP Claims.  The fact that there is no reserve provided suggests
that perhaps this entire exercise with regard to the ACOM DIP
Claims is an attempt to conceal the fact that the Debtors simply
do not have the financial ability to pay the claim.  This is not
to say that every debtor who attempts to invalidate an
administrative claim is administratively insolvent.  However, the
apparent inability of the Plan Proponents to come up with a
better basis for not paying this claim than their belief that it
is "appropriate" not to do so certainly begs the question.

Mr. Wes relates that after the Rigas Family objected to the first
Disclosure Statement's subordination of their claims, the Plan
Proponents included a provision in the Amended Plan that
specified the treatment of the Rigas Family Claims in the event
they are not subordinated.  However, this correction to the
previous unfair treatment of the Rigas Family Claims only
partially addressed the problem.  The Amended Plan now provides
that the Rigas Family Claims will be treated as claims in Class
7D, which is a subclass of general unsecured claims in Class 7
specifically reserved for the claims of holders of 12% Notes.  
Although some of the Rigas Family Claims actually are 12% Notes
Claims, the Rigas Family also holds other claims that are not
related to the 12% Notes and are not substantially similar in
nature to the 12% Notes Claims.  Thus, the Rigas Family Claims
are misclassified.

Moreover, the effect of this misclassification results in unfair
discrimination against the Rigas Family Claims under the Amended
Plan.  If the Plan Proponents are allowed to have their way, the
Rigas Family Claims will receive different treatment than
similarly situated general unsecured claims.  This treatment
violates the requirements of Section 1129(b)(1) because the
Debtors offered no reasonable basis for this discriminatory
treatment.

The Bankruptcy Code does not define the phrase "substantially
similar" and, as a result, courts have been given broad
discretion to imbue those terms with meaning, Mr. Wes explains.
Some courts state that Section 1122(a) "does not require that
similar classes be grouped together, but merely that any group be
homogenous."  However, courts found that Section 1122(a) clearly
prohibits the identical classification of dissimilar claims.

A core principle of claim classification is that only the nature
of the claim or interest is relevant to a claim's classification,
not the identity of the holder of the claim or interest.  In
contrast, the Plan Proponents seem to reverse this concept in the
Amended Plan.  The Plan Proponents classified all of the Rigas
Family Claims based solely on the identity of the holders rather
than the actual nature of the claims.

Mr. Wes relates that courts have consistently recognized that
substantive consolidation is an extraordinary remedy and, as a
result, apply a rigorous analysis to the question of whether it
will benefit all creditors of the estate.  When a party asserts
substantive consolidation, it must meet a very heavy burden to
establish its necessity.  The Debtors did not commence an
adversary proceeding to seek consolidation of their estates and
the Amended Disclosure Statement offers little more than
conclusory statements about the merits of substantive
consolidation.  Indeed, the Debtors merely "deem" their estates
to be consolidated based on their belief that substantive
consolidation will benefit the estates' creditors.  But the
Debtors never adduce actual proof regarding how the benefits of
substantive consolidation will outweigh any prejudicial or
harmful effects it may have on creditors.  Until the Debtors
properly address these issues, whether by commencing an adversary
or otherwise producing sufficient proof, their belief alone does
not establish that consolidation is warranted.  Thus, since the
Amended Plan merely assumes consolidation of the estates, it is
also facially unconfirmable on this basis, Mr. Wes argues.

Substantive consolidation is an equitable doctrine that permits a
court in a bankruptcy case involving one or more related entities
to disregard the separateness of the entities and consolidate the
entities' assets and liabilities, treating them as though held
and incurred by one entity.  "Substantive consolidation usually
results not only in the pooling of assets and liabilities of two
or more entities, but also in satisfying liabilities from the
resultant common fund; eliminating inter-entity claims; and
combining the creditors of the two entities for purposes of
voting on reorganization plans," Mr. Wes says.

Courts have stressed that substantive consolidation is to be used
"sparingly," primarily because of "the possibility of unfair
treatment of creditors who have dealt solely with the [companies]
having a surplus as opposed to those who have dealt with the
related entities with deficiencies."

Mr. Wes points out that the Amended Plan provides no insight
whatsoever as to how the Debtors intend to carry their burden of
showing the benefits of substantive consolidation.  Moreover, as
its basis for substantive consolidation, the Amended Disclosure
Statement provides nothing more than a restatement of the law of
substantive consolidation and conclusory statements regarding its
applicability to the Debtors.  There is no analysis, no weighing
of the benefits consolidation would have on the Debtors' estates
versus the detrimental effects it would have on creditors.
Indeed, from reading the Amended Disclosure Statement and the
Amended Plan, one would conclude that the Plan Proponents have no
burden to satisfy at all. (Adelphia Bankruptcy News, Issue No. 46;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALL AROUND AMUSEMENT: Case Summary & 1 Largest Unsecured Creditor
-----------------------------------------------------------------
Debtor: All Around Amusement Inc.
        21342 West Division
        Lockport, Illinois 60441

Bankruptcy Case No.: 03-49437

Type of Business: Entertainment provider.

Chapter 11 Petition Date: December 8, 2003

Court: Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtor's Counsel: Eugene Crane, Esq.
                  Crane Heyman Simon Welch & Clar
                  135 South Lasalle Suite 1540
                  Chicago, IL 60603

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Largest Unsecured Creditor:

Entity                                  Claim Amount
------                                  ------------
Majestic Manufacturing                       $28,000


AMERCO: Asks Court to Establish Uniform Solicitation Procedures
---------------------------------------------------------------
The AMERCO Debtors ask the Court to:

   (a) establish procedures for solicitation and tabulation of
       votes to accept or reject the Joint Plan of
       Reorganization;

   (b) approve the form of ballots;

   (c) set December 12, 2003 as the record date for determining
       the holders of stock, bonds, debentures, notes and other
       securities entitled to receive the materials specified
       in Rule 3017(d) of the Federal Rules of Bankruptcy
       Procedure;

   (d) authorize Trumbull Associates LLC to serve as the
       Debtors' Voting Agent in these cases; and

   (e) approve the notice and publication procedures.

                        Form of Ballots

Bankruptcy Rule 3017(d) requires the Debtors to mail a form of
ballot, substantially conforming to Official Form No. 14, only to
"creditors and equity security holders entitled to vote on the
plan."  In this regard, the Debtors propose to distribute to all
creditors and other parties entitled to vote on the Plan one or
more ballots in the form substantially similar to Form No. 14.  
The Ballot Form is modified to address the particular aspects and
issues relevant to these Chapter 11 cases and the terms of the
Plan and to include certain additional information that the
Debtors believe to be appropriate for particular classes of
claims or interests.

Bruce T. Beesley, Esq., at Beesley, Peck & Matteoni, Ltd., in
Reno, Nevada, tells the Court that the Ballot Forms will be
distributed to holders of claim in these classes under the Plan:

   Ballot Type      Class
   -----------      -----
   Ballot A         Class 1 - JPMorgan Claims
   Ballot B         Class 3(a) - Citibank Secured Claims
   Ballot C         Class 3(b) - Citibank Guaranty Claims
   Ballot D         Class 4(a) - BMO Secured Claims
   Ballot E         Class 4(b) - BMO Guaranty Claims
   Ballot F         Class 6 - AREC Note Claims
   Ballot G         Class 7 - Amerco Unsecured Claims.

According to Mr. Beesley, Classes 2, 5, 8, 9, 10, 11, 129a),
12(b), 13(a) and 13(b) are unimpaired under the Plan and are,
therefore, conclusively presumed to accept the Plan under Section
1126(f) of the Bankruptcy Code.  Thus, solicitation of these
classes is not required.

                         Voting Deadline

The Debtors ask Judge Zive to fix January 20, 2004 as the last
day for holders of claims or equity interests to vote on the Plan
in accordance with Bankruptcy Rule 3017(c).

                   Voting Tabulation Procedures

Solely for purposes of voting to accept or reject the Plan and
not for the purpose of the allowance of, or distribution on
account of, a claim, and without prejudice to the Debtors' rights
in any other context, the Debtors propose that each claim within
a class of claims entitled to vote to accept or reject the Plan
be temporarily allowed in an amount equal to the lesser of:

   (a) the amount of the claim as scheduled by the Debtors; and

   (b) the amount of the claim as set forth in a timely filed
       proof of claim.

This general procedure would be subject to these exceptions:

   (a) If a claim is deemed allowed in accordance with the Plan,
       the claim is temporarily allowed for voting purposes in
       the deemed allowed amount;

   (b) If the Debtors and a holder of a claim have agreed to
       allow the claim in a particular amount for voting purposes
       only and have filed with the Court a stipulation
       memorializing the agreement by the Voting Deadline, the
       claim is temporarily allowed for voting purposes only in
       the stipulated amount, provided that no claim is to be
       temporarily allowed for voting purposes unless the Court
       approved the stipulation on notice to the parties listed
       on the Official Service List and a hearing; but the Court
       will approve, without conducting a hearing, any
       stipulation duly executed, filed with the Court, and
       served on the parties listed on the Official Service List,
       not objected to by the Voting Deadline;

   (c) If a claim for which a proof of claim has been timely
       filed is marked as contingent, unliquidated, or disputed
       on its face, or the claim for which a proof of claim has
       been timely filed is listed as contingent, unliquidated,
       or disputed on the Schedules, either in whole or in part,
       the claim is temporarily allowed for voting purposes at
       the lesser amount of:

       (1) the amount stated in the proof of claim, irrespective
           of any designation as contingent, unliquidated, or
           disputed;

       (2) the amount stated for the claim in the Schedules,
           irrespective of any designation as contingent,
           unliquidated, or disputed;

       (3) an amount set forth in a stipulation, approved by a
           Court order, between the holder of the claim and the
           Debtors;

   (d) If a claim has been estimated or otherwise allowed for
       voting purposes by order of the Court, the claim is
       temporarily allowed in the amount so estimated or allowed
       by the Court; and

   (e) If a claim has been made subject to a pending objection
       by the Debtors or any other party-in-interest under
       Section 502(a) of the Bankruptcy Code and Bankruptcy Rule
       3007, where the objection remains unresolved as of the
       Voting Deadline, the claim is temporarily disallowed for
       voting purposes under the Plan, except to the extent the
       Court orders otherwise as of the date set for the
       Confirmation Hearing.

Mr. Beesley clarifies that if a claim is scheduled as contingent,
unliquidated or disputed and a proof of claim was not timely
filed, the claim is temporarily disallowed for voting purposes
under the Plan.

Furthermore, the Debtors ask the Court to:

   (a) deem that -- whenever a creditor casts more than one
       Ballot voting the same claim before the Voting Deadline
       -- the last Ballot received before the Voting Deadline
       will reflect the voter's intent and thus will supersede
       any prior Ballots; and

   (b) require creditors to vote all of their claims within a
       particular class under the Plan either to accept or
       reject the Plan, and not permit creditors to split their
       vote, and thus, a Ballot that partially rejects and
       partially accepts the Plan will not be counted.

                          Voting Agent

Mr. Beesley recalls that on June 20, 2003, the Court authorized
the Debtors to employ Trumbull as the claims and noticing agent
in these cases.  Trumbull is permitted to perform a number of
services on the Debtors' behalf, but not including the task to
serve as the Debtors' agent in connection with the solicitation
of the Plan.  

The Debtors wish to use Trumbull's services as Voting Agent in
these cases.  Trumbull would be expected to:

   (a) coordinate all mailings related to the Plan;

   (b) respond to inquiries from creditors and other
       parties-in-interest;

   (c) receive and account for all Ballots used to vote for or
       against the Plan;

   (d) tabulate the votes for or against the Plan; and

   (e) perform any other services mutually agreeable between the
       Debtors and Trumbull that are reasonably necessary to
       permit Trumbull to fulfill its duties as Voting Agent.

Mr. Beesley contends that using Trumbull as Voting Agent will
benefit the estates by providing the essential services to the
prompt distribution of solicitation materials and the tabulation
of votes on the Plan, which will permit the Debtors and their
professionals to focus their energies on consummating the
Debtors' reorganization.

Pursuant to the pre-existing Services Agreement, Trumbull will
charge the Debtors for the time its agents and employees provide
services as Voting Agent and for reimbursement of its reasonable
costs and expenses.  These charges are in accordance with
Trumbull's customary and usual rates charged to its customers.

                 Confirmation Hearing and Notice

In accordance with Bankruptcy Rule 3017 and in view of the
Debtors' proposed solicitation schedule, the Debtors ask the
Court to schedule the confirmation hearing for February 2, 2004
at 9:30 a.m.  The proposed schedule is in compliance with the
Bankruptcy Rules and will enable the Debtors to pursue Plan
consummation with all deliberate speed.

Objections, if any, to the Plan confirmation must:

   (i) be in writing;

  (ii) state the name and address of the objecting party and
       the nature of the claim or interest of the party;

(iii) state with particularity the basis and nature of any
       objection or proposed Plan modification;

  (iv) be filed, together with proof of service, with the Court;
       and

   (v) served so that they are received no later than 4:00 p.m.
       on January 20, 2004 by the Court and counsel to the
       Debtors.

In preparation for the Confirmation Hearing, and in accordance
with Bankruptcy Rules 2002 and 3017(d), the Debtors propose to
provide to all creditors, simultaneously with distribution of
Solicitation Packages, a copy of the notice, setting forth:

   (a) the Voting Deadline for the submission of Ballots to
       accept or reject the Plan;

   (b) the time fixed for filling objections to Plan
       confirmation; and

   (c) the time, date, and place of the Confirmation hearing.

                         The Record Date

To provide the Debtors with adequate time to prepare the proper
mailing of the solicitation materials, the Debtors ask the Court
to establish December 12, 2003 as the record date for determining
the holders of bonds, debentures, notes and other debt securities
entitled to received the materials specified in Bankruptcy Rule
3017(d).

Due to the limited time between the Disclosure Statement Hearing
and the Confirmation Hearing, Mr. Beesley states that the
proposed deadline will allow the Debtors to immediately begin the
solicitation process once the Disclosure Statement is approved.  
Furthermore, because of the difficulty in monitoring the frequent
transfers and assignment of claims relating to the Debtors'
Securities, if, by the Record Date, a sufficient notice of a
transfer of Debt Securities ownership or claim has not been filed
with the Court and served on counsel for the Debtors and the U.S.
Trustee, neither the record holder, the actual holder, nor any
intermediate transferor or transferee will be entitled to vote
the applicable transferred claim to accept or reject the Plan.

                     The Solicitation Package

The Solicitation Package, comprised of the materials required to
be provided to holders of claims under Bankruptcy Rule 3017(d),
will be mailed to creditors after the Court approved the contents
of the Disclosure Statement as containing adequate information as
required by Section 1125 of the Bankruptcy code.  The
Solicitation Packages would contain copies of the Confirmation
Hearing Notice and the Disclosure Statement.  The Debtors will
mail the Solicitation Packages to:

   (a) all persons or entities that have filed proofs of claim
       on or before the Record Date;

   (b) all persons or entities listed in the Schedules as
       holding a liquidated, non-contingent, undisputed claim as
       of the Record Date;

   (c) all other known holders of claims against the Debtors, if
       any, as of the Record Date;

   (d) any entity that has filed with the Court and served a
       notice of transfer of claim on or before the Record Date;

   (e) all parties-in-interest that have filed a notice in
       accordance with Bankruptcy Rule 2002 on or before the
       Record Date; and

   (f) the U.S. Trustee.

In addition, the Debtors propose to provide additional
solicitation materials in the Solicitation Packages to the
holders of claims in classes entitled to vote on the Plan:

   (1) an appropriate form of Ballot and a Ballot return
       envelope;

   (2) letters from the Debtors and the Creditors Committee
       recommending acceptance of the Plan; and

   (3) other materials the Court may direct.

Aside from mailing the Confirmation Hearing Notice, the Debtors
propose to publish it at least once, not less than 15 days before
the Confirmation Hearing, in The Wall Street Journal.

The Debtors anticipate that a number of the Disclosure Statement
Notices will be returned by the U.S. Postal Service as
undeliverable.  The Debtors believe that it would be unduly
costly and wasteful to mail Solicitation Packages to the same
addresses to which undeliverable notices were mailed.  Therefore,
Mr. Beesley says, the Court should allow the Debtors to depart
from the strict notice rule, excusing them from mailing
Solicitation Packages to those entities listed in the wrong
addresses unless the Debtors are provided with accurate addresses
before the Record Date. (AMERCO Bankruptcy News, Issue No. 15;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMERICA WEST: Fitch Initiates Sr. Unsecured Debt Rating at CCC
--------------------------------------------------------------
Fitch Ratings has initiated coverage of America West Airlines,
Inc., a subsidiary of America West Holdings Corp., and has
assigned a rating of 'CCC' to the company's senior unsecured debt.
The Rating Outlook for America West is Stable.

The 'CCC' rating reflects considerable caution regarding the
airline's highly leveraged capital structure and its dependence
upon stable operating cash flow levels to meet heavy fixed
financing commitments over the next few years. At the same time,
however, the Sable Rating Outlook reflects growing confidence in
the company's ability to maintain current liquidity levels and
meet cash obligations in the 2004-2005 period. As the industry
revenue environment has improved steadily since May, AWA has
continued to out-perform the rest of the industry in terms of
revenue per available seat mile. The carrier has reduced unit
operating expenses through good cost discipline, a management
reduction-in-force initiative and the shutdown of its Columbus, OH
hub operation. Following the issuance of $87 million in
convertible debt in August and another quarter of strong operating
cash flow, AWA's unrestricted cash and investments balance stood
at $471 million as of September 30. Although the airline still
faces two quarters of seasonal weakness and rising debt repayment
obligations beginning in 2004, the outlook for liquidity is now
far better than it has been at any time since AWA's financial
restructuring was completed in the first quarter of 2002.

AWA's ability to outpace the rest of the U.S. airline industry by
turning in a string of strong monthly revenue performances since
May bodes well for the continuation of a financial turnaround that
began to gain momentum following the end of the Iraq War.
Passenger unit revenue grew by 14% in the third quarter, a figure
that easily beat the performance of the largest network airlines
and most of the low-cost carriers. Significantly, the strong
passenger RASM performance in the third quarter reflected not only
better load factors (up 5 points year-over-year on 1% less seat
mile capacity) but also a 7% improvement in yields. At a time when
the entire U.S. industry continues to struggle with weak pricing
and a slow recovery in business travel demand, AWA's ability to
deliver better passenger yields points out the success of the
simplified fare structure that it introduced in 2002.

The improvement in AWA's financial performance has been supported
by a competitive cost structure. Third quarter operating cost per
ASM stood at 7.57 cents, about 20% below the new network airline
cost benchmark being set by a restructured American and United.
Labor cost pressures exist, with higher pilot pay rates likely to
set in under a still-unratified contract being negotiated with the
Air Line Pilots Association. A tentative deal reached with ALPA
this fall was rejected by a narrow margin in a vote by the ALPA
membership. At this time it does not appear likely that AWA
management will be forced to offer significant incremental
concessions in order to secure ratification of the new pilot
agreement. A new contract could, in management's view, drive $30
million of additional expense in 2004.

In spite of its more positive operating profile, AWA's financial
flexibility is severely hampered by a highly leveraged capital
structure and the absence of unencumbered assets. Total balance
sheet debt and capital lease obligations stood at $807 million as
of September 30, and off balance sheet financings drove total
lease-adjusted debt of $4.1 billion (aircraft and facilities
leases capitalized at 8 times operating expense). With scheduled
debt maturities of $104 million in 2004 ($43 million already held
in a restricted cash account) and $180 million in 2005 (much of
this tied to scheduled principal pay-down on the $429 million
government-guaranteed loan), some reduction in leverage is
expected over the next two years as the process of balance sheet
repair continues. However, heavy debt and lease payments will
require AWA to deliver steady levels of cash flow from operations.
A continuation of air travel demand recovery trends seen since
this spring could lay the foundation for stronger profitability
and cash flow next year, but AWA's balance sheet remains
vulnerable to any future industry demand or fuel price shocks.
Moreover, debt reduction will be offset in part by higher aircraft
rental expense as AWA adds more leased planes to its fleet.

AWA will grow scheduled capacity in 2004, with ASMs likely to rise
by as much as 10% year-over-year. In part, this reflects recovery
from the depressed capacity levels seen in the first half of this
year. Additional flying, however, will be added through as many as
5 new aircraft that should enter service in 2004. The introduction
of more point-to-point routes, a departure from AWA's historical
exclusive focus on markets served from the Phoenix and Las Vegas
hubs, will also fuel capacity growth next year. It remains to be
seen whether AWA can deliver the type of unit revenue performance
on these routes that it needs to grow profit margins next year.
Its unit operating costs on these point-to-point routes, however,
will remain far below those of the network carriers that have
traditionally held a dominant market share position on routes like
Los Angeles to New York-Kennedy and San Francisco to Boston-two of
the new AWA markets.

Aside from scheduled debt payments, cash flow pressures in 2004
and 2005 will be fairly modest. Anticipated 2004 capital spending
of $200 million (much of this total representing capitalized
maintenance work) reflects a low level of investment in
discretionary capital projects. Unlike its large network carrier
rivals, AWA has no defined benefit pension plans and does not face
required cash funding of employee retirement plans.

This rating was initiated by Fitch as a public service to
investors.


AMERICAN AIRLINES: Names Dennis Cary Pres., AAdvantage Program
--------------------------------------------------------------
American Airlines named Dennis M. Cary, 39, president-
AAdvantage(R) Marketing Programs.  Cary fills a vacancy created by
the departure of Ed French to Marriott late last month.

Cary currently serves as American's managing director-Sales and
Marketing for Europe, Middle East and Africa from the carrier's
London offices.  He will immediately begin the transition to his
new role.

"Dennis' broad exposure to our customers makes him the right
choice for this position," said Dan Garton, executive vice
president-Marketing.  "With more than 45 million members,
AAdvantage is a very important customer touch point for us.  It is
imperative that we have someone managing this program who
understands the needs, and concerns, of our frequent fliers."

Cary originally joined American in 1991.  He has held management
positions within the airline's Alliance Planning, Cargo and
Distribution Planning departments.  Before being selected to lead
sales efforts in Europe, Cary served as managing director-Revenue
Management.

An editorial board member of the Journal of Revenue and Pricing
Management, Cary holds a bachelor of Science degree in Computer
Science from California State University and an MBA from Duke
University.

Cary will be relocating back to the Dallas/Fort Worth metroplex to
work at American's headquarters campus.

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


AMERICANA PUBLISHING: Wants Shareholders' Nod for Reverse Split
---------------------------------------------------------------
Americana Publishing, Inc. (OTC Bulletin Board: APBH) has filed a
preliminary proxy statement asking shareholders to vote to
increase the total number of shares of common stock authorized by
400 million to a total of 500 million.

The Company is also seeking a measure to approve a reverse stock
split up to 100:1.  Regarding the stock split, the Company
stressed that it will not consider any such reverse split unless
the Board of Directors determines it is in the best interests of
the Company and its shareholders.

"In order to facilitate our aggressive short- and long-term growth
plans as it relates to raising capital, we may require the
issuance of additional shares in the future," said George Lovato,
Americana chairman and chief executive officer.  "The reason we
are requesting this increase is to accommodate the Company's
capitalization needs. We may also consider a reverse split only at
a time when it makes sense and is in keeping with our efforts to
increase shareholder value.

"We want to take Americana Publishing to the next level and become
a significant player in the multi-billion dollar audio book market
as well as establishing a foothold in the burgeoning online
DVD/VCR movie sales," Lovato stressed.  "The ability to be able to
increase our total authorized shares of common stock and potential
to reverse split our stock will assist us in achieving those goals
by increasing our ability to attract favorable financing."

According to the Audio Publishers Association, annual sales of
audio books total nearly $2 billion, with approximately 42 million
Americans listening to audio books.

Americana Publishing, Inc. is a vertically integrated multimedia
publishing company whose primary business is publishing and
selling audio books, print books and electronic books in a variety
of genres.  Sales of its products are conducted through the
Internet as well as through a distribution network of more than
35,000 retail stores, libraries and truck stops.

                         *    *    *

As reported in Troubled Company Reporter's November 25, 2003
edition, Americana Publishing, Inc. said that over the preceding
nine months, it has generated $924,198 in  sales. Based on current
sales levels combined with a reduction of operating expenses,
Americana's management believes the Company will have sufficient
capital to sustain operations until December 31, 2003.  

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

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

The Company's financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and
the satisfaction of liabilities in the normal  course of business.  
During the years ended December 31, 2002 and 2001, Americana
Publishing incurred losses of $2,615,118 and $5,775,333,
respectively.  In addition, as of December 31, 2002, total current
liabilities exceeded total current assets by  $2,793,597, and the
shareholders' deficit was $2,489,083.  These factors, among
others, raise substantial doubt about the ability of the Company
to continue as a going concern.


AMERICAS MINING: S&P Junks Corporate Credit Rating at CCC+
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+/Stable/--'
corporate credit rating to Americas Mining Corp. At the same time,
it upgraded Minera Mexico S.A. de C.V. to 'CCC+/Stable/--' from
'SD', ASARCO Inc. to 'CCC+/Stable/--' from 'D', and Southern Peru
Copper Corp. to 'CCC+/Stable/--' from 'CC/Negative/--'. Several
unsecured debts were also upgraded.

The rating on AMC reflects the company's position as the third-
largest copper producer in the world, and its vertical
integration. But these factors are more than offset by the
aggressive debt profile, cyclical industry, volatile metal prices,
and lack of product and geographic diversification.

AMC's 2002 copper production reached 1,065,000 tons, being the
third largest in the world. The company has 15 mining units and 17
smelters and refineries. AMC ranks as the fourth-largest silver
producer and fifth-largest zinc producer in the world. Moreover,
the company ranks as the world's second-largest company in terms
of copper ore reserves.

"On April 2003, AMC and its subsidiaries, MM and Asarco,
successfully finished their debt restructuring, but cash flow and
debt ratios remain weak," said Standard & Poor's credit analyst
Juan P. Becerra.

One of AMC's strategies to improve free cash flow is to reduce
capital expenditures at minimum levels. During the next two years,
the only subsidiary that is going to invest to increase capacity
is SPCC; the other two subsidiaries will invest in maintenance
only. Standard & Poor's believe that in the short term, this is a
good strategy, but it might not be sustainable in the medium term
due to the industry's capital-intense nature.

Standard & Poor's views the ratings on MM, Asarco, and SPCC to be
equal due to common ownership and management, centralization of
certain functions, and intercompany transactions. AMC is the
majority owner of these three subsidiaries.

The stable outlook reflects AMC's benefit from its debt-
restructuring program that provides a manageable debt maturity
profile in the next year. An upgrade could be possible if the
currently high copper prices are sustained; thus, excess cash is
used to reduce its debt.


ANTARES PHARMA: Receives Milestone Payment from Eli Lilly & Co.
---------------------------------------------------------------
Antares Pharma, Inc. (OTC Bulletin Board: ANTR) has received a
milestone payment from Eli Lilly and Company (NYSE: LLY), the
licensee of Antares Pharma's needle-free injection technology in
the fields of diabetes and obesity.  

This milestone payment followed the successful outcome of a
meeting held with representatives of the Food and Drug
Administration on November 6, 2003, at which the companies were
able to clarify the regulatory expectations for the ongoing
development program.

Dr. Roger G. Harrison, Chief Executive Officer and President of
Antares Pharma, said, "We are pleased with the outcome of the
meeting with the FDA, which was attended by representatives from
Lilly and Antares Pharma, and by the recognition of progress
reflected in the milestone payment by Lilly."

Specific financial terms of the licensing agreement with Lilly
have not been released, but Antares Pharma received an initial
payment following execution of the agreement and has the
opportunity to receive additional milestone payments and royalties
on end sales of Lilly products utilizing Antares Pharma's needle-
free technology.

Antares Pharma develops pharmaceutical delivery systems, including
needle-free and mini-needle injector systems and transdermal gel
technologies.  These delivery systems are designed to improve both
the efficiency of drug therapies and the patient's quality of
life.  The Company currently distributes its needle-free injector
systems in more than 20 countries.  In addition, Antares Pharma
conducts research and development with transdermal gel products
and currently has several products in clinical evaluation with
partners in the US and Europe.  The Company is also conducting
ongoing research to create new products that combine various
elements of the Company's technology portfolio. Antares Pharma has
corporate headquarters in Exton, Pennsylvania, with manufacturing
and research facilities in Minneapolis, Minnesota, and research
facilities in Basel, Switzerland.

                            *    *    *

               Liquidity and Going Concern Uncertainty

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

"The [Company's] financial statements have been prepared on a
going-concern basis, which contemplates the realization of assets
and the satisfaction of liabilities and other commitments in the
normal course of business.

"The Company had negative working capital of $2,824,398 at
December 31, 2002 and working capital of $962,626 at September 30,
2003, respectively, and incurred net losses of $23,344,988 and
$30,032,000 for the three and nine-month periods ended September
30, 2003. In addition, the Company has had net losses and has had
negative cash flows from operating activities since inception. The
Company expects to report a net loss for the year ending
December 31, 2003, as marketing and development costs related to
bringing future generations of products to market continue and due
to approximately $23,000,000 in noncash charges related to the
restructuring of the Company's balance sheet during 2003. Long-
term capital requirements will depend on numerous factors,
including the status of collaborative arrangements, the progress
of research and development programs and the receipt of revenues
from sales of products. In July 2003 the Company raised $4,000,000
through two private placements of common stock. In September 2003
all outstanding convertible debentures and accrued interest and
all term notes and accrued interest due to the Company's largest
shareholder were converted into equity. Convertible debentures and
accrued interest of $1,693,743 was converted into 949,998 shares
of common stock and 243,749 shares of Series D Convertible
Preferred Stock. Principal of $2,300,000 and accrued interest of
$98,635 due to the Company's largest shareholder was converted
into 2,398,635 shares of common stock. Management believes that
the combination of the equity financing of $4,000,000, the
conversion of all debt to equity and projected product sales and
product development and license revenues will provide the Company
with sufficient working capital through the second quarter of
2004.

"Effective July 1, 2003, the Company's securities were delisted
from The Nasdaq SmallCap Market and began trading on the Over-the-
Counter Bulletin Board under the symbol."


BAM! ENTERTAINMENT: Secures $1.5 Mill. in Financing from Laurus
---------------------------------------------------------------
BAM! Entertainment(R) (Nasdaq: BFUN), a developer and publisher of
interactive entertainment software, has recently closed the
funding of a $1.5 million, 7 percent convertible term note due on
December 3, 2004 with Laurus Master Fund, Ltd.

Subject to Nasdaq's approval, the note can be converted into
common stock of the company at a fixed conversion price of $1.33
per share. Laurus Funds was also issued a common stock purchase
warrant to acquire 166,667 shares of BAM! Entertainment's common
stock. Subject to applicable adjustments.

Founded in 1999 and based in San Jose, California, BAM!
Entertainment, Inc. is a developer, publisher and marketer of
interactive entertainment software worldwide. The company
develops, obtains, or licenses properties from a wide variety of
sources, including global entertainment and media companies, and
publishes software for video game systems, wireless devices, and
personal computers. The company's common stock is publicly traded
on NASDAQ under the symbol BFUN. More information about BAM! and
its products can be found at the company's Web site located at
http://www.bam4fun.com/

BAM! Entertainment's September 30, 2003 balance sheet shows that
its total current liabilities outweighed its total current assets
by about $3.3 million, while its accumulated deficit ballooned to
about $61 million whittling down its total net capital to about
$1.6 million from about $3.2 million three months ago.

Laurus Funds is a New York-based investment group that makes
direct investments in US listed small and micro cap companies.


BLUE RIDGE: S&P Assigns B- Corp. Credit Rating & Stable Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-/Stable/--'
corporate credit rating to Canton, North Carolina-based Blue Ridge
Paper Products, Inc. In addition, Standard & Poor's assigned its
B- senior secured rating to the company's proposed $125 million of
senior secured notes due 2008.

"The notes will be secured by a first priority lien on all
property, plant & equipment and a second priority lien on all
inventory and accounts receivable," said Standard & Poor's credit
analyst Dominick D'Ascoli. Proceeds from the notes will be used to
fully repay and retire the existing credit facility, and $7
million will be used to reduce the $42 million of accrued pay-in-
kind notes at the parent in exchange for a two-year maturity
extension to May 14, 2009. The senior secured note rating of B-,
the same as the corporate credit rating, reflects Standard &
Poor's assessment that lenders would be unlikely to fully recover
their principal in a distressed scenario. A distressed scenario
assumes depressed industry conditions leading to a default on debt
obligations, resulting in a liquidation of the company's assets.

The ratings reflect the company's modest-sized operations, which
compete against much larger competitors in cyclical markets, a
highly levered capital structure, low margins, and expected weak
free cash flow.

Blue Ridge manufactures paper and paperboard, primarily marketed
in the eastern U.S., where its manufacturing facilities lie. Sales
for the 12 months ending Sept. 30, 2003, were $474 million.

Blue Ridge is a small player in both the bleached paperboard and
uncoated free-sheet markets, accounting for approximately 4% and
2% of U.S. production, respectively, while the top five producers
accounted for approximately 86% and 76% of U.S. production,
respectively. The company's production depends on key facilities,
which if disrupted could significantly affect operating
performance. Specifically, the two key facilities are Canton and
Waynesville, both located in North Carolina. The Canton facility
produces all of the company's paper and paperboard, while the
Waynesville facility coats all of the paperboard sold through the
company's packaging segment.


BOFA ALTERNATIVE: Fitch Rates Four Note Classes at Low-B Levels
---------------------------------------------------------------
Banc of America Alternative Loan Trust 2003-10 mortgage pass-
through certificates are rated by Fitch Ratings as follows:

    Groups 1, 2, 3, and 4 certificates:

        -- $315,502,000 classes 1-A-1, 2-A-1 through 2-A-4, 3-A-1,
              CB-IO, 4-A-1 through 4-A-3 and 4-IO 'AAA';

        -- $100 classes 1-A-R, 1-A-LR 'AAA';
        -- $7,749,000 class 30-B-1 'AA';
        -- $3,369,000 class 30-B-2 'A';
        -- $1,685,000 class 30-B-3 'BBB';
        -- $1,684,000 class 30-B-4 'BB';
        -- $1,179,000 class 30-B-5 'B'.

    Groups 5 and 6 certificates:

        -- $164,886,000 classes 5-A-1, 5-A-2, 6-A-1 through 6-A-3,
              and 15-IO 'AAA';

        -- $1,953,000 class 15-B-1 'AA';
        -- $595,000 class 15-B-2 'A';
        -- $594,000 class 15-B-3 'BBB';
        -- $255,000 class 15-B-4 'BB';
        -- $170,000 class 15-B-5 'B';

    and certificates of all groups:

        -- $5,471,808 Class PO 'AAA'.

The 'AAA' ratings on the Groups 1, 2, 3, and 4 senior certificates
reflect the 5.05% subordination provided by the 2.30% class 30-B-
1, 1% class 30-B-2, 0.50% class 30-B-3, 0.50% privately offered
class 30-B-4, 0.35% privately offered class 30-B-5 and 0.40%
privately offered class 30-B-6. Classes 30-B-1, 30-B-2, 30-B-3,
and the privately offered classes 30-B-4, and 30-B-5 are rated
'AA', 'A', 'BBB', 'BB', and 'B', respectively, based on their
respective subordination.

The 'AAA' ratings on the Groups 5 and 6 senior certificates
reflect the 2.25% subordination provided by the 1.15% class 15-B-
1, 0.35% class 15-B-2, 0.35% class 15-B-3, 0.15% privately offered
class 15-B-4, 0.10% privately offered class 15-B-5 and 0.15%
privately offered class 15-B-6. Classes 15-B-1, 15-B-2, 15-B-3,
and the privately offered classes 15-B-4, and 15-B-5 are rated
'AA', 'A', 'BBB', 'BB', and 'B', respectively, based on their
respective subordination.

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

The transaction is secured by six pools of mortgage loans. The
class 1-A, class 2-A, class 3-A, and class 4-A certificates
correspond to loan groups 1, 2, 3 and 4, respectively. Loan groups
1, 2, 3, and 4 are cross-collateralized and share one set of
subordinate certificates. The class 5-A and class 6-A certificates
correspond to loan groups 5 and 6, respectively. Loan groups 5 and
6 are cross-collateralized with each other and share one set of
subordinate certificates.

Approximately 1.41%, 5.70%, 68.88%, 72.22%, 24.34%, and 17.53% of
the mortgage loans in group 1, group 2, group 3, group 4, group 5
and group 6, respectively, were underwritten using Bank of
America's 'Alternative A' guidelines. These guidelines are less
stringent than Bank of America's general underwriting guidelines
and could include limited documentation or higher maximum loan-to-
value ratios. Mortgage loans underwritten to 'Alternative A'
guidelines could experience higher rates of default and losses
than loans underwritten using Bank of America's general
underwriting guidelines.

The group 1 collateral consists of recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
four-family residential mortgage loans, with original terms to
stated maturity ranging from 240 to 360 months. The weighted
average original loan-to-value ratio for the mortgage loans in the
pool is approximately 60.07%%. The average balance of the mortgage
loans is $129,423 and the weighted average coupon of the loans is
5.683%. The weighted average FICO credit score for the group is
736. The states that represent the largest geographic
concentration of mortgaged properties are California (49.99%) and
Florida (9.07%).

The group 2 collateral consists of recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
four-family residential mortgage loans with original terms to
stated maturity ranging from 240 to 360 months. The weighted
average OLTV for the mortgage loans in the pool is approximately
67.59%. The average balance of the mortgage loans is $120,934 and
the WAC of the loans is 6.496%. The weighted average FICO credit
score for the group is 737. The states that represent the largest
geographic concentration of mortgaged properties are California
(45.93%) and Florida (12.72%).

The group 3 collateral consists of recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
four-family residential mortgage loans with original terms to
stated maturity ranging from 240 to 360 months. The weighted
average OLTV for the mortgage loans in the pool is approximately
83.47%. The average balance of the mortgage loans is $143,848 and
the WAC of the loans is 6.10%. The weighted average FICO credit
score for the group is 719. The states that represent the largest
geographic concentration of mortgaged properties are California
(19.18%), Florida (14.85%), Maryland (7.43%), Texas (7.15%), and
North Carolina (7.02%).

The group 4 collateral consists of recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
two-family residential mortgage loans with original terms to
stated maturity ranging from 240 to 360 months. The weighted
average OLTV for the mortgage loans in the pool is approximately
67.58%. The average balance of the mortgage loans is $484,336 and
the WAC of the loans is 6.195%. The weighted average FICO credit
score for the group is 729. The state that represents the largest
geographic concentration of mortgaged properties is California
(58.84%).

The group 5 collateral consists of recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
four-family residential mortgage loans with original terms to
stated maturity ranging from 120 to 180 months. The weighted
average OLTV for the mortgage loans in the pool is approximately
60.36%. The average balance of the mortgage loans is $116,281 and
the WAC of the loans is 4.92%. The weighted average FICO credit
score for the group is 725. The states that represent the largest
geographic concentration of mortgaged properties are California
(37.48%), Florida (15.96%), North Carolina (7.29%), and Texas
(6.72%).

The group 6 collateral consists of recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
four-family residential mortgage loans with original terms to
stated maturity ranging from 120 to 180 months. The weighted
average OLTV for the mortgage loans in the pool is approximately
60.05%. The average balance of the mortgage loans is $93,370 and
the WAC of the loans is 5.776%. The weighted average FICO credit
score for the group is 731. The states that represent the largest
geographic concentration of mortgaged properties are California
(36.67%), Florida (16.34%), and Texas (5.83%).

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


BOFA MORTGAGE: Fitch Rates Classes B-4 & B-5 Notes at BB/B
----------------------------------------------------------
Fitch rates Banc of America Mortgage Securities, Inc.'s mortgage
pass-through certificates, series 2003-K, as follows:

        -- $698,525,100 classes 1-A-1 through 1-A-3, 1-A-R,
           1-A-LR, 2-A-1, 2-A-2, and 3-A-1 'AAA';

        -- $10,098,000 class B-1 'AA';

        -- $1,082,000 class B-4 'BB';

        -- $1,082,000 class B-5 'B'.

The classes B-2, B-3 and B-6 certificates are not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 3.15%
subordination provided by the 1.40% class B-1, 0.80% class B-2,
0.40% class B-3, 0.15% privately offered class B-4, 0.15%
privately offered class B-5 and 0.25% privately offered class B-6.
The ratings on classes B-1, B-4 and B-5 reflect the amount of its
respective subordination.

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

The transaction comprises three groups of mortgage loans, secured
by first liens on one- to four-family properties, with a total of
1,401 loans and an aggregate principal balance of $721,245,548.
The three loan groups are cross-collateralized.

Group 1 consists of 3/1 hybrid adjustable-rate mortgage loans.
After the initial fixed interest rate period of three years, the
interest rate will adjust annually based on the One-Year LIBOR
index plus a gross margin. The group has an aggregate principal
balance of approximately $148,971,132 as of the cut-off date
(Nov. 1) and a weighted average remaining term to maturity of 358
months. The weighted average original loan-to-value ratio for the
mortgage loans is approximately 71.08%. Rate/Term and cashout
refinances account for 46.77% and 13.96% of the loans in Group 1,
respectively. The weighted average FICO credit score for the group
is 730. Second home and investor-occupied properties comprise
7.04% and 2.11% of the loans in Group 1, respectively. The states
that represent the largest geographic concentration are California
(66.93%) and Florida (5.91%). All other states represent less than
5% of the outstanding balance of the pool.

Group 2 consists of 5/1 hybrid ARMs. After the initial fixed
interest rate period of five years, the interest rate will adjust
annually based on the One-Year LIBOR index plus a gross margin.
Approximately 27.17% of Group 2 loans are Net 5 mortgage loans,
which require interest-only payments until the month following the
first adjustment date. The group has an aggregate principal
balance of approximately $523,970,609 as of the cut-off date and a
WAM of 358 months. The weighted average OLTV for the mortgage
loans is approximately 69.03%. Rate/Term and cashout refinances
account for 43.68% and 11.28% of the loans in Group 2,
respectively. The weighted average FICO credit score for the group
is 733. Second home and investor-occupied properties comprise
6.44% and 0.77% of the loans in Group 2, respectively. The state
that represents the largest geographic concentration is California
(67.43%). All other states represent less than 5% of the
outstanding balance of the pool.

Group 3 consists of 7/1 hybrid ARMs. After the initial fixed
interest rate period of seven years, the interest rate will adjust
annually based on the One-Year LIBOR index plus a gross margin.
Approximately 0.83% of Group 3 loans are Net 7 mortgage loans,
which require interest-only payments until the month following the
first adjustment date. The group has an aggregate principal
balance of approximately $48,303,808 as of the cut-off date and a
WAM of 356 months. The weighted average OLTV for the mortgage
loans is approximately 67.03%. Rate/Term and cashout refinances
account for 59.10% and 10.08% of the loans in Group 3,
respectively. The weighted average FICO credit score for the group
is 735. Second homes comprise 4.30% and there are no investor-
occupied properties in Group 3, respectively. The states that
represent the largest geographic concentration are California
(55.75%), Florida (6.80%), Georgia (6.08%), and Maryland (5.64%).
All other states represent less than 5% of the outstanding balance
of the pool.

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

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


BOISE CASCADE: Shareholders' Okay Proposed OfficeMax Acquisition
----------------------------------------------------------------
Boise Cascade Corporation (NYSE: BCC) announced that at a special
meeting Tuesday, with 72.49% of the outstanding shares
represented, Boise shareholders cast 35,234,446, or 76.77%, of the
voted shares in favor of the acquisition of OfficeMax, Inc. (NYSE:
OMX).  Voted shares against the acquisition totaled 10,664,172, or
23.23%.

The acquisition proposal required a majority of votes cast in
favor to pass.  Boise and OfficeMax expected to complete the
merger transaction by the end of the same business day.

In a second proposal, Boise shareholders cast 24,414,863, or
53.34%, of the voted shares in favor of an increase in the number
of shares of Boise common stock available for issuance under
Boise's incentive compensation plan. Voted shares against the
proposal totaled 21,355,451, or 46.66%.  The proposal required a
majority of votes cast in favor to pass.

Boise (S&P/BB+/Stable/--) delivers office, building, and paper
solutions that help its customers to manage productive offices and
construct well-built homes -- two of the most important activities
in our society.  Boise's 24,000 employees help people work more
efficiently, build more effectively, and create new ways to meet
business challenges.  Boise also provides constructive solutions
for environmental conservation by managing natural resources for
the benefit of future generations.  Boise had sales of $7.4
billion in 2002.


BOISE CASCADE: OfficeMax Shareholders Approve Merger Agreement
--------------------------------------------------------------
OfficeMax Inc. (NYSE: OMX) said its shareholders overwhelmingly
approved and adopted the agreement and plan of merger to combine
with Boise Cascade Corporation (NYSE: BCC), creating a new
organization with "all-in" sales of over $12 billion.

Michael Feuer, OfficeMax's co-founder, chairman and chief
executive officer, said, "Shareholders of OfficeMax will receive a
combination of cash and Boise stock approximating $1.4 billion,
which represents a nearly 70 percent increase in the Company's
stock price since last year on the same date."

The transaction was completed Tuesday, and, accordingly, shares of
OfficeMax stock ceased to trade under the ticker symbol "OMX" on
all securities markets.

OfficeMax serves its customers through nearly 1,000 superstores,
e-commerce Web sites and direct-mail catalogs. The Company has
operations in the United States, Canada, Puerto Rico, the U.S.
Virgin Islands and Mexico. In addition to offering office
products, business machines and related items, OfficeMax
superstores feature CopyMax and FurnitureMax, store-within-a-store
modules devoted exclusively to "print-for-pay" services and office
furniture. The Company also reaches customers in the United States
with an offering of over 40,000 items through its award winning e-
commerce site, OfficeMax.com, its direct-mail catalogs and its
outside sales force, all of which are serviced by its three
PowerMax distribution facilities, 17 delivery centers and two
national customer call and contact centers.

Boise (S&P/BB+/Stable/--) delivers office, building, and paper
solutions that help its customers to manage productive offices and
construct well-built homes -- two of the most important activities
in our society.  Boise's 24,000 employees help people work more
efficiently, build more effectively, and create new ways to meet
business challenges.  Boise also provides constructive solutions
for environmental conservation by managing natural resources for
the benefit of future generations.  Boise had sales of $7.4
billion in 2002.


BUILDERS PLUMBING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Builders Plumbing & Heating Supply Co.
             133 South Rohlwing Road
             Addison, Illinois 60101

Bankruptcy Case No.: 03-49243

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Glendale Plumbing Supply Company Inc.      03-49244
     Southwest & Pipe & Supply Company, Inc.    03-49245
     Spesco Inc.                                03-49245

Type of Business: The debtor is a Plumbing product distributor.

Chapter 11 Petition Date: December 5, 2003

Court: Northern District of Illinois (Chicago)

Judge: John H. Squires

Debtors' Counsels: Brian A. Audette, Esq.
                   David N Missner, Esq.
                   Marc I. Fenton, Esq.
                   Piper Rudnick
                   203 North Lasalle Street
                   Chicago, IL 60601-1293
                   Tel: 312-368-4000

                                   Total Assets      Total Debts
                                   ------------      -----------
Builders Plumbing & Heating         $62,834,841      $57,559,894
Supply Co.

Glendale Plumbing Supply Company    $13,302,215       $8,068,738
Inc.

Southwest & Pipe & Supply Company,   $8,743,763      $11,207,567
Inc.

Spesco Inc.                          $6,626,890       $7,742,802

A. Builders & Glendale's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Kohler Company                Trade debt              $1,400,849
444 Highland Drive
Kohler, WI 53044

Moen Division                 Trade Debt                $255,177
25300 Almone Drive
North Olmstead, OH
44070

AO Smith                      Trade Debt                $202,770

Rheem Mfg. Co.                Trade Debt                $196,269

Hunter Industries             Trade Debt                $155,547

Jacuzzi Whirlpool Bath        Trade Debt                $124,039

Mansfield Plumbing Products   Trade Debt                $122,408

Delta Faucet Co.              Trade Debt                $116,370

Cerro Copper Products         Trade Debt                 $70,910

Lasco Bathware                Trade Debt                 $62,716

E L Mustee & Sons, Inc.       Trade Debt                 $50,985

Rain Bird Corporation         Trade Debt                 $46,693

Sterling Plumbing Group       Trade Debt                 $46,185

J M Manufacturing Co. Inc.    Trade Debt                 $43,310

In Sink Erator Division       Trade Debt                 $42,824

Elkay Mfg.                    Trade Debt                 $39,628

Brass Craft Mfg.              Trade Debt                 $36,350

Zurn Industries               Trade Debt                 $35,606

Sharon Tube Company           Trade Debt                 $35,246

Thompson Plastics             Trade Debt                 $29,348

B. Southwest & Pipe's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Rheem Mfg Co.                 Trade debt                $524,107
101 Bell Road
Montgomery, AL 36117

Delta Faucet Co.              Trade debt                $462,308
55 E. 111th Street
Indianapolis, IN 46280

Briggs Plumbing Products      Trade debt                $326,811
300 Eagle Drive
Goose Creek, SC 29445

Kohler Company                Trade debt                $240,678

Thompson Plastics             Trade debt                $187,463

Gerber Plumbing               Trade debt                $121,161

Bathcraft Inc.                Trade debt                $112,264

Jacuzzi Whirlpool Bath        Trade debt                $108,729

Moen Division                 Trade debt                 $86,106

Sanderson Pipe                Trade debt                 $77,059

Brass Craft Mfg.              Trade debt                 $69,273

Charlotte Pipe & Foundry      Trade debt                 $65,408
Inc.

In Sink Erator Division       Trade debt                 $64,503

Elkay Mfg.                    Trade debt                 $38,584

Sterling Plumbing Group       Trade debt                 $36,209

The Carr Co. of Florida       Trade debt                 $25,967

Your Other Warehouse          Trade debt                 $24,529

Lasco Bathware                Trade debt                 $23,526

T & S Brass & Bronze          Trade debt                 $23,512
   Works Inc.

Grobe America Inc.            Trade debt                 $23,474

C. Spesco Inc.'s 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Delta Faucet Co.              Trade Debt                $136,819

Rheem Mfg. Co.                Trade Debt                $112,315

Hunter Industries             Trade Debt                 $72,505

Kohler Company                Trade Debt                 $42,625

Lasco Bathware                Trade Debt                 $33,480

L D Kichler Co.               Trade Debt                 $32,219

Jacuzzi Whirlpool Bath        Trade Debt                 $32,178

Midwest Ducts                 Trade Debt                 $22,623

Maxim Lighting                Trade Debt                 $20,902

The Toro Company              Trade Debt                 $20,256

Majestic Products Company     Trade Debt                 $19,346

Atco Rubber Products          Trade Debt                 $15,750

Gerber Plumbing Fixtures,     Trade Debt                 $15,640
Inc.

Selkirk Metalbestos           Trade Debt                 $15,235

Humana                        Trade Debt                 $15,076

Basco                         Trade Debt                 $10,934

NIBCO Incorporated            Trade Debt                 $10,399

Laminated Products, Inc.      Trade Debt                 $10,311

Titeflex                      Trade Debt                 $10,212

Murray Feiss                  Trade Debt                 $10,209


CHEMICAL MORTGAGE: Fitch Affirms BB- Rating for Class B3 Notes
--------------------------------------------------------------
Fitch Ratings has affirmed five classes of Chemical Mortgage
Securities, mortgage pass-through certificate, as follows:
Chemical Mortgage Securities, Mortgage Pass-Through Certificate,
Series 1994-2

        -- Class A 'AAA';
        -- Class M 'AA';
        -- Class B1 'AA';
        -- Class B2 'A';
        -- Class B3 'BB-'.

The affirmations on these classes reflect levels of credit
enhancement consistent with future loss expectations.


CHI-CHI'S: Committee Taps Akin Gump as Bankruptcy Attorneys
-----------------------------------------------------------
The Official Unsecured Creditors' Committee of Chi-Chi's, Inc.
wants to employ Akin Gump Strauss Hauer & Feld LLP as Counsel.

The Committee tells the U.S. Bankruptcy Court for the District of
Delaware that it needs to engage Akin Gump as its counsel, nunc
pro tunc to October 20, 2003.

The Committee submits that it will be necessary to employ and
retain counsel to:

     a) advise the Committee with respect to its rights, duties,
        and powers in these Cases;

     b) assist and advise the Committee in its consultations
        with the Debtors relative to the administration of these
        Cases;

     c) assist the Committee in analyzing the claims of the
        Debtors' creditors and the Debtors' capital structure
        and in negotiating with holders of claims and equity
        interests;

     d) assist the Committee's investigation of the acts,
        conduct, assets, liabilities, and financial condition of
        the Debtors and of the operation of the Debtors'
        businesses;

     e) assist the Committee in its analysis of and negotiations
        with the Debtors or any third party concerning matters
        related to, among other things, the assumption or
        rejection of certain leases of non-residential real
        property and executory contracts, asset dispositions,
        financing of other transactions, and the terms of a plan
        of reorganization for the Debtors;

     f) assist and advise the Committee as to its communications
        to the general creditor body regarding significant
        matters in these Cases;

     g) represent the Committee at all hearings and other
        proceedings;

     h) review and analyze all applications, orders, statements
        of operations, and schedules filed with the Court and
        advise the Committee as to their propriety;

     i) assist the Committee in preparing pleadings and
        applications as may be necessary in furtherance of the
        Committee's interests and objectives; and

     j) perform such other legal services as may be required and
        are deemed to be in the interests of the Committee in
        accordance with the Committee's powers and duties as set
        forth in the Bankruptcy Code.

The standard hourly rates currently charged by Akin Gump for
professionals and paraprofessionals employed in its offices are:

          Partners                   $360-$650 per hour
          Associates and Counsel     $210-$500 per hour
          Paraprofessionals          $60-$150 per hour

The names, positions and standard hourly rates of the Akin Gump
professionals presently expected to have primary responsibility
for providing services to the Committee are:

     Charles R Gibbs        Partner          $650 per hour
     Fred S. Hodara         Partner          $650 per hour
     David F. Staber        Senior Counsel   $500 per hour
     Keith M. Aurzada       Counsel          $425 per hour
     Kevin D. Rice          Associate        $265 per hour
     Sarah A.L. Schultz     Associate        $240 per hour
     Randell J. Gartin      Associate        $240 per hour
     Jessie Herrera         Associate        $210 per hour

Headquartered in Irvine, California, Chi-Chi's Inc., and its
debtor-affiliates are all direct or indirect operating subsidiary
of Prandium and FRI-MRD Corporation and each engages in the
restaurant business. The Company filed for chapter 11 protection
on October 8, 2003 (Bank. Del. Case No. 03-13063). Bruce Grohsgal,
Esq., and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub represent the Debtors in their
restructuring efforts.  


COVANTA ENERGY: Creditors Committee Moves to Block Confirmation
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of the Covanta
Energy Debtors complains that:

   (1) The Third Party Releases contained in the Reorganization
       and Liquidation Plans are beyond the authority provided0
       under the Bankruptcy Code; and

   (2) The Plan Supplement filed by the Debtors on November 13,
       2003 is inconsistent with the terms of the Plans.

       Third Party Releases Violate the Bankruptcy Code

Michael J. Canning, Esq., at Arnold & Porter, in New York, tells
the Court that the Plans may not be confirmed because the third
party releases contained in Section 11.10 of the Reorganization
Plan and Section 12.6 of the Liquidation Plan:

   -- violate Section 524(e) of the Bankruptcy Code;
   -- are unnecessary to the Debtors' reorganization; and
   -- are unfair to certain of the Debtors' creditors.

Mr. Canning says that the scope of the third party releases is
impermissibly broad, in that they apply not only to a large class
of people and entities who are non-Debtor third parties, but also
because they encompass actions that took place over a broad time
period, as they purport to cover events "taking place on or prior
to the Effective Date," thus including all events that occurred
prior to the Petition Date and encompassing claims that the
Debtors have no cause to release.  To remedy this impropriety,
the Committee asserts that the third party releases must be
limited to acts occurring after the Petition Date.

Mr. Canning notes that:

   (1) Third Party Releases are granted only in extraordinary   
       circumstances.

       Section 524(e) of the Bankruptcy Code provides that the
       "discharge of a debt of the debtor does not affect the   
       liability of any other entity on, or the property of any
       other entity for, such debt."  However, in extraordinary
       circumstances, other Courts of Appeals have utilized a
       Bankruptcy Court's equitable powers under Section 105 of
       the Bankruptcy Code to permit the inclusion of third party
       releases in reorganization plans.  For a release to be
       approved, however, the existence of extraordinary
       circumstances like the necessity of the third party
       release for the success of the debtor's reorganization,  
       must be demonstrated.

   (2) For the Court to approve the broad third party releases in
       the Debtors' Plans, the Debtors must show that the
       releases played a crucial role in their reorganization.

   (3) The Release must be fair to the Debtors' creditors.

   (4) Claims against third parties that accrued prepetition must
       not be released.

       Mr. Canning explains that only the debtor emerging from
       the bankruptcy as a new entity and no other entity or
       person must be accorded the same "fresh start" regardless
       of their relationship to the debtor or the service or aid
       they provided to it.  A release of claims accruing before
       that time period must remain as purely a debtor's remedy,
       to effectuate the "fresh start."

Mr. Canning argues that the Debtors have failed to demonstrate
that the third party releases are essential to their Plans.  
There is no showing that they are anything more than routine and
non-essential.  Nothing is provided in exchange for the releases
and holders of the Debtors' prepetition securities receive
absolutely nothing under the Plans.  There may be no valid claims
to pursue, but if there are, it would be wholly improper to
provide releases eviscerating them in exchange for nothing.

In sum, a third party release should be included in a debtor's
reorganization plan only if the release is necessary to the
debtor's reorganization and fair to the creditors.  Mr. Canning
maintains that the broad release in the Plans fails this test
because:

   (a) narrowing the language of the releases to cover only the
       period between the Petition Date and the Effective Date
       will not impede the Debtors' reorganization; and

   (b) the releases unfairly seeks to permanently release the
       claims of creditors who are not provided for under the
       Plans, without creating an alternative fund for them to
       pursue.  

Moreover, the broad time period covered by the releases is
improper because it grants a "fresh start" to third parties,
relief that must be reserved solely for a reorganizing debtor.

                       The Plan Supplement

The Plan Supplement is massive in size and contains documents
essential for implementing the terms of the Plans.  Mr. Canning
informs the Court that the Committee has never seen some of these
documents including the Covanta Credit Agreement, the CPIH
Preferred Stock Certificate of Designation and the CPIH Credit
Agreement.  Mr. Canning notes that the Warrant Term Sheet is
still just a term sheet.  The Committee has been negotiating with
the Debtors over the terms of the Covanta Unsecured Subordinated
Notes Indenture, but those terms have not been finalized.  
Furthermore, all of the documents contained in the Plan
Supplement are still in draft form, including the ESOP Plan and
the Covanta High Yield Notes Indenture.

While the Committee expects that further negotiations with the
Debtors and other parties will result in Plan Supplement
documents that are acceptable to all parties, it must reserve its
right to object to the confirmation of the Plans if, at
confirmation, these documents do not appropriately reflect the
terms of the Plans. (Covanta Bankruptcy News, Issue No. 42;
Bankruptcy Creditors' Service, Inc., 215/945-7000)    


CROWN CASTLE: S&P Rates $300-Million 7.5% Senior Notes at CCC
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC' rating to
the proposed $300 million 7.5% senior notes due 2013 to be issued
by Houston, Texas-based wireless tower operator Crown Castle
International Corp. under Rule 144A with full registration rights.
Proceeds from the proposed notes issuance will be used in the
immediate term to tender for the company's 9.0% senior notes due
2011 and 9.5% senior notes due 2011, which combined had about $280
million outstanding at Sept. 30, 2003.

Simultaneously, Standard & Poor's affirmed its ratings on Crown
Castle, including the 'B-' corporate credit rating. The outlook
remains stable. Pro forma for this issuance, as well as the
issuance of $300 million of notes in November for the purpose of
refinancing debt in the immediate future, total debt was about
$4.0 billion (about $4.8 billion if considering operating leases
as debt) at Sept. 30, 2003.

"The rating reflects Crown Castle's high leverage and limited
interest coverage measures resulting from its aggressive, largely
debt-financed tower acquisition activities during the 1999-2001
time frame," said Standard & Poor's credit analyst Michael Tsao.
"Somewhat mitigating the company's aggressive financial risk
profile are several favorable characteristics of the tower leasing
business and the company's ability to generate moderate free cash
flows."

Pro forma for the upsizing of term loan B and reduction in
revolver commitment in October 2003, and using a portion of the
proceeds to refinance term loan A and debt at its U.K. subsidiary,
Crown Castle had about $550 million of cash and $350 million of
bank availability at Sept. 30, 2003. The company faces a potential
to pay more than $280 million in 2007 to satisfy a contingent put
relating to Verizon's stake in a portfolio of towers. Until then,
liquidity should be adequate given such factors as expected modest
free cash flows, no major debt amortizations in the next few
years, and adequate headroom under bank covenants.

Crown Castle is among the largest wireless tower operators in the
industry, with about 10,718 sites and 3,472 sites in the U.S. and
U.K., respectively. The company derives more than 80% of its
revenues from the tower leasing business and the remainder from
network services.


CUMMINS INC: Changes Stock Symbol to 'CMI' for NYSE Listing
-----------------------------------------------------------
Cummins Inc. (NYSE:CUM) will change its stock symbol for its
listing on the NYSE to "CMI," effective December 10, 2003.

The change more appropriately aligns Cummins stock symbol with its
corporate image as a fully-integrated supplier of power and
related products. The stock symbol will change effective the start
of U.S. market trading on Wednesday, December 10, 2003.

Cummins Inc. (S&P, BB+ Corporate Credit Rating, Negative), a
global power leader, is a corporation of complementary business
units that design, manufacture, distribute and service engines and
related technologies, including fuel systems, controls, air
handling, filtration, emission solutions and electrical power
generation systems. Headquartered in Columbus, Indiana, (USA)
Cummins serves its customers through more than 500 company-owned
and independent distributor locations in 131 countries and
territories. With 23,700 employees worldwide, Cummins reported
sales of $5.9 billion in 2002. More information can be found by
accessing the Cummins home page at http://www.cummins.com   


DLJ MORTGAGE: Fitch Cuts Ratings on 3 Note Classes to BB/CC/D
-------------------------------------------------------------
Fitch Ratings has taken rating actions on the following DLJ
Mortgage Acceptance Corp mortgage pass-through certificate:
DLJ Mortgage Acceptance Corp, Mortgage Pass-Through Certificate,
Series 2000-1

        -- Class A affirmed at 'AAA';
        -- Class D-B1 affirmed at 'AAA';
        -- Class D-B2 affirmed at 'A';
        -- Class D-B3 downgraded to 'BB' from 'BBB';
        -- Class D-B4 downgraded to 'CC' from 'B';
        -- Class D-B5 downgraded to 'D' from 'CC'

The action is the result of a review of the level of losses
incurred to date and the current high delinquencies relative to
the applicable credit support levels. As of the November 2003
distribution:

DLJ 2000-1 remittance information indicates that 11.86% of the
pool is over 90 days delinquent, and cumulative losses are
$3,710,882 or 0.55% of the initial pool.


DUCANE GAS GRILLS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Ducane Gas Grills, Inc.
        800 Dutch Square Blvd
        Suite 200
        Columbia, South Carolina 29210

Bankruptcy Case No.: 03-15219

Type of Business: Dealer/Distributor of cooking gas grills.

Chapter 11 Petition Date: December 5, 2003

Court: District of South Carolina (Columbia)

Judge: John E. Waites

Debtor's Counsels: G. William McCarthy, Jr., Esq.
                   Robinson, Barton, McCarthy, Calloway
                   & Johnson, P.A.
                   P.O. Box 12287
                   Columbia, SC 29211
                   Tel: 803-256-6400

                   John Timothy Stack, Esq.
                   Office of the United States Trustee
                   1835 Assembly Street Suite 953
                   Columbia, SC 29201
                   Tel: 803-765-5218
                   Fax: 803-765-5260

Total Assets: $10,715,764

Total Debts:  $15,209,902

Debtor's 20 Largest Unsecured Creditors:

Entity                             Claim Amount
------                             ------------
Pace Industries                      $1,009,385
Attn Delinda Richardson
PO Box 1198
Harrison AK 72601

Atlas Steel Products                   $364,008
7990 Bavaria Road
Twinsburg OH 44087-2252

Twin Eagles Inc.                       $323,588
13231 East 166th St.
Cerritos CA 90703

Burner Systems International           $277,738
3600 Cummings Road
Chattanooga TN 37419

Barnwell County Treasurer              $200,000

Woods of Vermont                       $122,092

Gillespie Agency                       $110,084

Jefferson Pilot Life Insurance          $85,783

Phoenix Metals Company                  $73,831

Multi Wall Packaging Co.                $72,709

Mueller Industries Inc.                 $58,641

Global Industrial Components            $52,820

Riezman Berger PC                       $51,132

Consolidated Systems Inc.               $49,380

Stephryn Industries                     $39,304

Earth Management Systems                $34,198

Metaltech Inc.                          $32,400

American Wire and Stamping              $30,552

Fastco Threaded Products Inc.           $30,354

Southeastern Aluminum Sourcing          $26,476


ENRON CORP: Linc Corp. Joins New Linc Group Following Buy-Out
-------------------------------------------------------------
The Linc Corporation ends its tenure as an unconsolidated
affiliate of Enron Energy Services Tuesday, as a management-led
buyout purchased Enron's majority stake in the company.

In a much anticipated move, four longtime companies in the
building trades industry, previously known as ServiceCo, were
reconstituted as The Linc Group. The change in corporate ownership
was led by the management team with financial backing from Global
Innovation Partners LLC, a private equity fund for high-growth
businesses and technology-related real estate assets with $526
million in committed capital.

The Linc Group is made up of four companies -- The Linc
Corporation, Linc Service Holdings, Affiliated Building Services,
and Integrated Process Technologies. Tuesday's announcement, which
was approved by the Enron bankruptcy court in November, completes
the disposition of the ServiceCo companies.

Scott Giacobbe, president and CEO of The Linc Corporation, said,
"We are very excited about the opportunities for The Linc
Corporation and its member contractors as part of The Linc Group.
We have worked with the other three companies for years as part of
ServiceCo, and there are many business synergies in offering both
mechanical service and facility management services within the
same corporate structure.

"Many members of the Linc Service(R) Contractor Network have
reported a record year during 2003 despite the difficult economic
environment, which is a testament to the effectiveness of the
Linc(R) business model. We are entering 2004, the year of our 25th
anniversary, stronger than ever."

The Linc Corporation, headquartered in Pittsburgh, PA, is the
franchisor of the Linc System(R), a business format for operating
a commercial heating, ventilation and air conditioning service
business. There are more than 100 independently-owned franchisees
located throughout North America and Australia. For more
information about the Linc Corporation, visit the Web site at
http://www.lincservice.com/

The Linc Group delivers both mechanical service and facility
management services to building owners and operators throughout
North America and fosters a growing international presence. It is
composed of The Linc Corporation, a franchisor to more than 100
independently-owned companies operating commercial heating,
ventilation and air conditioning service businesses; Linc Service
Holdings, which owns 10 HVAC mechanical service contracting
companies; Affiliated Building Services, which provides facility
management for commercial and industrial facilities; and
Integrated Process Technologies, a facilities management company
with call center operations. For more information about The Linc
Group companies, visit their Web sites:
http://www.lincservice.com/ http://www.absfm.com/ and  
http://www.ip-tech.com/  

The Linc Group is headquartered in Houston, Texas.


ENRON CORP: Wants Court Approval to Sell CEG Shares for $158.6MM
----------------------------------------------------------------
Pursuant to Sections 105(a) and 363(b), (f) and (m) of the
Bankruptcy Code and Rules 2002, 6004 and 9014 of the Federal
Rules of Bankruptcy Procedure, Enron Corporation and Atlantic
Commercial Finance, Inc., seek the Court's authority to give
consent, by and through their subsidiaries and affiliates, for
the sale of these Equity Interests:

   (a) common shares of Companhia Distribuidora de Gas do Rio de
       Janeiro - CEG, a company formed under the laws of Brazil;
       and

   (b) common and preferred shares of CEG-Rio S.A., a company
       formed under the laws of Brazil.

The Shares will be sold in accordance to the terms of the Share
Purchase Agreement, dated November 26, 2003, by and among non-
debtor Seller Enron International Brazil Gas Holdings LLC,
Purchaser Gas Natural Internacional SDG S.A. and Purchaser's
Parent, Gas Natural SDG, S.A.

CEG is the natural gas distributor for the city of Rio de
Janeiro, Brazil.  CEG-Rio is the natural gas distributor for the
remainder of the state of Rio de Janeiro.  Together, CEG and CEG-
Rio have exclusive, closed-access Concession Agreements to serve
the entire gas market in Rio de Janeiro.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that, to date, Enron International indirectly owns
25.38% equity interest in CEG and 33.75% equity interest in CEG-
Rio.

                      The Marketing Process

Enron first commenced a marketing process for the sale of the
Equity Interests in 1999.  In this initial effort, Enron
contacted 17 companies in the oil and gas industry and invited
them to submit bids for the Equity Interests.  From these
contacts, one party submitted a bid.  Enron subsequently entered
into an agreement with the bidder for the sale of the Equity
Interests.  However, Mr. Sosland reports that after extensive
dealings, Enron was unable to close the sale under the agreement.  
Thereafter, the agreement was terminated.

In 2002, Enron conducted a second marketing process for the sale
of the Equity Interests.  Enron contacted at least 35 companies
to gauge their interests in purchasing the Equity Interests.  
From these contacts, only two parties expressed interest.

On October 1, 2003, one of these parties, Gas Natural SDG, made
an offer for the Equity Interests and requested a three-month
exclusivity period for the negotiation of the Purchase Agreement.  
Enron's non-debtor subsidiary, Ponderosa Assets LP, granted this
request and the discussions with the other party ceased.

                      The Purchase Agreement

On November 26, 2003, Enron International, Gas Natural
Internacional and Gas Natural SDG executed the Purchase
Agreement.  The principal terms of the Purchase Agreement
include:

A. Purchase Price

   The Purchase Price for the Equity Interests will be
   $158,500,000, subject to:

   (a) adjustment in the event that Purchase Rights are
       exercised in accordance with any of the Rights Offering
       Letters and any purchase in connection therewith is made
       at or prior to the Closing; and

   (b) withholding of amounts relating to Brazilian Taxes in the
       limited circumstances the Parties agreed on.

   Gas Natural Internacional has deposited $10,000 in escrow
   and will transfer the remainder of the Purchase Price to Enron
   International at Closing.

B. Equity Interests Conveyed

   At Closing, Enron International will convey:

   (a) 13,184,304,676 CEG common shares;

   (b) 250,385,317 CEG-Rio common shares; and

   (c) 422,934,823 CEG-Rio preferred shares.

C. Guaranty

   Gas Natural SDG unconditionally, irrevocably and absolutely
   guarantees to Enron International the due and punctual
   performance and discharge of all of Gas Natural
   Internacional's payment and performance obligations under the
   Purchase Agreement.

D. Conditions to Closing

   The transaction will close when these principal conditions
   are obtained or met:

   (1) Brazilian regulatory approval, if required;

   (2) Brazilian currency will not have devaluated against the
       U.S. Dollar beyond a threshold amount in respect of the
       circumstances described in the Purchase Agreement;

   (3) no change in Brazilian tax law that would cause Enron
       International, Gas Natural Internacional or Gas Natural
       SDG to be subjected to a material tax or withholding or
       deduction liability in respect of the Sale Transaction;

   (4) the accuracy in all material respects of representations
       without a material adverse change; and

   (5) the performance of pre-closing covenants.

E. Representations and Warranties

   The Purchase Agreement contains representations and
   warranties customary for a transaction of this nature.  
   However, there will be no surviving representations or
   indemnities after the Closing.

F. Solicitation

   Enron International agrees that, between November 26, 2003
   and the earlier of the Closing Date and the termination of
   the Purchase Agreement, neither Enron International nor any
   of its affiliates will solicit, initiate or encourage any
   other proposals, bids or offers from any Person relating to
   any acquisition or purchase of the Equity Interests.  
   However, Enron International may consider, respond to or
   accept unsolicited proposals, bids or offers relating to an
   Alternative Transaction for the Equity Interests that would
   constitute, or likely lead to, a Superior Transaction.

G. Break-Up Fee

   In the event the Purchase Agreement is terminated, Enron
   International agreed to pay to Gas Natural Internacional
   $10,000,000 upon consummation of an Alternative Transaction.

              Third Party Rights, Claims and Liens

According to Mr. Sosland, Enron International and the Equity
Interests are held indirectly by Ponderosa Assets LP.  Ponderosa
obtained a $750,000,000 secured loan from its affiliate, Sundance
Assets LP.  Sundance obtained the $750,000,000 that it lent to
Ponderosa from a limited partner contribution made by Rawhide
Investors LLC.  Rawhide obtained $727,500,000 of the funds for
the contribution to Sundance from secured debt provided by CXC
Incorporated, a commercial paper conduit affiliated with
Citibank, N.A., which was backed by a syndicate of banks that
succeeded CXC's interest.

In November 2001, Citicorp North America, Inc., as collateral
agent for the Rawhide Banks, delivered a notice of "Appointment
of Portfolio Manager" for Sundance and Ponderosa.  Citicorp
asserted, among other things, that:

   (a) the occurrence of certain events, including, without
       limitation, downgrades in Enron's long-term unsecured
       debt ratings and nonpayment of loans by Ponderosa to
       Enron, effected dissolution under Delaware law of
       Sundance and Ponderosa and commencement of winding up
       their business and liquidating their assets;

  (ii) the occurrence of the events empowered Citicorp to
       appoint a "Ponderosa Portfolio Manager" that has certain
       rights with respect to Ponderosa's winding up and
       liquidation; and

(iii) it has appointed Citibank as the Ponderosa Portfolio
       Manager.

Enron disputes the validity, effectiveness and scope of the
appointment.  Nevertheless, in contemplation of the Sale
Transaction, Citibank representatives cooperated and participated
in the negotiation and documentation of the Purchase Agreement
and to see that appropriate actions are taken to carry out the
Sale Transaction.  The Rawhide Banks also consented to the
Purchase Agreement and authorized Citibank to take, or to cause
to be taken, all actions of the Rawhide Banks necessary, if any,
to carry out the transactions contemplated by the Purchase
Agreement.

Mr. Sosland informs Judge Gonzalez that under the terms of an
Escrow Letter Agreement, Enron, Ponderosa, Escrow Agent
Wilmington Trust Company, Citibank and Citicorp agreed to place
the proceeds from the Sale Transaction into escrow in the event
that the dispute relating to the Project Rawhide is not resolved
at the time the proceeds are received.  

Furthermore, Mr. Sosland states that the sale of the Equity
Interests is subject to the possible exercise of an offer of
certain rights of first refusal by other shareholders of CEG and
CEG-Rio.  Without admitting that the rights are enforceable
arrangements, Enron International agreed with Gas Natural
Internacional and Gas Natural SDG to offer to the other
shareholders the right to purchase the shares comprising a
portion of the CEG Equity Interest and the CEG-Rio Equity
Interest as if the rights of first refusal were not in dispute.  
If the right of first refusal is not exercised, then Gas Natural
Internacional can proceed with the transaction.

Other than the potential liens and claims related to the Project
Rawhide and the potential rights of first refusal, the Debtors
and Enron International are not aware of any liens encumbering
the Equity Interests in connection with the Debtors' Chapter 11
cases.  Accordingly, Mr. Sosland asserts that pursuant to Section
363(f), the sale should be declared free and clear of all liens,
claims and encumbrances and any interests that could be asserted
will be transferred and attached to the net proceeds of the Sale
Transaction.

Moreover, Mr. Sosland says that the contemplated transaction
should be authorized because the sale does not directly involve
property of the estate.  Consenting to the sale will maximize the
value of Enron International and the Equity Interests.  In
addition, Gas Natural International and Enron International
negotiated the terms of the Purchase Agreement at arm's length
and in good faith. (Enron Bankruptcy News, Issue No. 90;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FEDERAL-MOGUL: Wants Nod to Expand Ernst & Young's Engagement
-------------------------------------------------------------
The Federal-Mogul Debtors have employed Ernst & Young LLP as
Independent Auditors and as Accounting, Tax, Valuation and
Actuarial Advisors.  The Debtors want to modify Ernst & Young's
scope of continued employment to perform certain services that are
continuations or, at most, modest expansions of previously
approved services.  Also, the Debtors request an extension of the
time-period for services that Ernst & Young has previously
performed.

Federal-Mogul Vice-President, Deputy General Counsel, and
Secretary, David M. Sherbin, relates that the period covered by a
number of the engagement letters pursuant to which Ernst & Young
currently provides postpetition services to the Debtors, has now
expired.  The Debtors would like to continue utilizing Ernst &
Young's services for an additional period.  

Mr. Sherbin assures the Court that the proposed modifications are
pursuant to the Orders previously issued by the Court concerning
the Debtors' employment of Ernst & Young, and are wholly within
the type of services performed by auditors and accounting and
valuation advisors.  

To recall, the Retention Orders authorized Ernst & Young to
provide reporting and auditing services to:

   -- Federal-Mogul Corporation,
   -- Federal-Mogul Piston Ring, Inc.,
   -- Federal-Mogul Products, Inc.,
   -- Federal-Mogul Ignition Company, Inc., and
   -- Federal-Mogul Powertrain, Inc.

The Retention Orders likewise authorized Ernst & Young to provide
auditing and reporting services with respect to the financial
statements of Federal-Mogul Corporation Bentley Harris Local 390
Union Employees 401(k) Plan, among other employee retirement and
investment plans.     

By this application, the Debtors ask the Court to:

   (a) expand the Retention Orders to include the services
       rendered to Federal-Mogul Corporation, Federal-Mogul
       Piston Ring, Federal-Mogul Products, Federal-Mogul
       Ignition Company, and Federal-Mogul Powertrain, for the
       year ending December 31, 2003; and

   (b) extend the services rendered to Federal-Mogul Corporation
       Bentley to include the year ended March 31, 2003.

Additionally, Ernst & Young's proposed actuarial services will
assist Federal-Mogul with respect to valuations of Federal-
Mogul's liability for post-retirement benefits under Federal
Accounting Standards or FAS 106 and merely continues actuarial
work previously performed on the Debtors' on behalf by Ernst &
Young.  

As continuations of pre-existing work performed by Ernst & Young
for the Debtors, Mr. Sherbin remarks that these services will not
be duplicative of Ernst & Young's existing services, nor those
performed by any of the Debtors' other professionals.

Specifically, the Debtors want to modify the scope of Ernst &
Young's continued employment to encompass these additional
services:

   -- Auditing and reporting services with respect to the
      Debtors' consolidated financial statements for the year
      ending December 31, 2003;

   -- Auditing and reporting services with respect to financial
      statements of F-M piston Rings for the year ending
      December 31, 2003, and reporting services with respect to
      the consolidated financial statements of F-M Products, F-M
      Ignition and F-M Powertrain for the year ending
      December 31, 2003;

   -- Auditing and reporting services with respect to the
      financial statements of the Bentley 401(k) Plan for the
      year ended March 31, 2003; and

   -- Assisting the Debtors in identifying a news FAS 106
      actuary by:
           
          (i) assisting with the clean-up of employee/retiree
              census data utilized in FAS 106 valuation; and

         (ii) assisting in the preparation of a request for
              proposal for FAS 106 actuarial services.

The Debtors will pay Ernst & Young $1,400,000, for auditing and
reporting on the consolidated financial statements of Federal-
Mogul Corporation for the year ended December 31, 2003, including
out-of-pocket expenses, with the exception of up to $30,000 of
travel expenses related to work to be performed in St. Louis,
Missouri, which will be reimbursed as incurred.

With respect the other Federal-Mogul subsidiaries, the Debtors
will pay Ernst & Young's fees for auditing and reporting on the
financial statements for the year ended December 31, 2003, as:

          Subsidiary                                  Fee
          ----------                                  ---
Federal-Mogul Products, Inc., and
Federal-Mogul Ignition Company, Inc.                $75,000

Federal-Mogul Powertrain, Inc.                       53,000

Federal-Mogul Piston Ring, Inc.                      45,000

Bentley 401(k) Plan                                   8,500

The Debtors will likewise reimburse Ernst & Young's out-of-pocket
expenses.  With respect to the FAS 106 actuarial services, the
Debtors will pay $28,000 plus expenses.  

Ernst & Young fees are consistent with the fees charged by Ernst
& Young in the prior performance period.  The total fixed fee for
the Additional Services is $1,611,500, while the total for the
fixed fee for the prior performance period was $1,523,833.  Mr.
Sherbin explains that the increase in fees for the Additional
Services is reasonable for an enterprise of the Debtors' size.   
The fees are comparable to those being charged to comparable
businesses for similar services.

Mr. Sherbin asserts that Ernst & Young's expanded retention is
warranted.  Based on the Ernst & Young's prior work for the
Debtors and its familiarity with the Debtors and their
businesses, Ernst & Young is well qualified and able to provide
the additional services in a cost-effective, efficient, and
timely manner.

Kevin F. Asher, a partner at Ernst & Young, LLP, assures the
Court that the firm has no connection with, and holds no interest
adverse to, the Debtors, their estates, their creditors, or any
other party-in-interest.  Ernst & Young is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code and
as required under Section 327(a). (Federal-Mogul Bankruptcy News,
Issue No. 47; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FLEMING: Court Fixes January 15, 2004 as Admin Claims Bar Date
--------------------------------------------------------------
The U.S. Bankruptcy Court overseeing the Fleming Debtors'
bankruptcy proceedings:

   (a) fixes January 15, 2004, at 4:00 p.m. as the final date by
       which administrative claims must be filed;

   (b) approves the Debtors' proposed form and manner of notice of
       the Administrative Claims Bar Date; and

   (c) approves the Debtors' proposed Proof of Administrative
       Claim Form.

The Administrative Claims Bar Date apply to all unpaid
administrative claims arising from and after the Petition Date
through and including October 31, 2003, except for:

   -- administrative claims of professionals employed and
      retained pursuant to Sections 327 and 328 of the Bankruptcy
      Code;

   -- expenses incurred by members of the Official Committee of
      Unsecured Creditors;

   -- all fees payable and unpaid under 28 U.S.C. Section 1930;

   -- any fees or charges assessed against the Debtors' estates
      under 28 U.S.C. Section 123; and

   -- any intercompany claims between the Debtors and their
      affiliates. (Fleming Bankruptcy News, Issue No. 17;
      Bankruptcy Creditors' Service, Inc., 215/945-7000)


GAP INC: Founder Donald G. Fisher Will Step Down as Chairman
------------------------------------------------------------
Gap Inc. (NYSE: GPS) Founder Donald G. Fisher announced his
decision to step down as Chairman of the Board, effective after
the company's annual shareholders' meeting in May 2004.

Mr. Fisher, 75, will assume the role of Founder and Chairman
Emeritus and continue to perform his current responsibilities as
an executive of the company. He also will be advising the CEO and
Chairman on corporate strategy, governance and other matters. In
addition, Mr. Fisher intends to stand for re-election as a
Director at the shareholders' meeting.

The company's board appointed Robert J. Fisher, 49, who currently
serves as a Director and is Mr. Fisher's son, as the new non-
executive Chairman. The appointment, which will take effect after
the annual shareholders' meeting in May, was based on the
recommendation of the board's Governance, Nominating and Social
Responsibility Committee as part of its ongoing succession
planning process. The board's independent directors comprise the
committee.

"Since we sold our first pair of jeans in 1969, our company has
operated with the belief that to succeed, we always must be
willing to change," Don Fisher said. "We've changed a lot in the
past year. We've hired a new CEO, strengthened our board and
dramatically improved our performance. Paul Pressler has done a
terrific job in his first year as CEO, and I'm more confident than
ever about our company's long-term prospects. I believe now is an
appropriate time to make this transition as Chairman."

Gap was launched in August 1969 with a single store in San
Francisco, initially selling only music and jeans. Mr. Fisher
created the idea after a frustrating experience shopping for a
pair of jeans in a department store. During the next three
decades, Gap evolved into an iconic specialty apparel brand, and
the company has become one of the largest specialty apparel
retailers in the world, with annual sales of approximately $15
billion. The company operates more than 3,000 store locations in
North America, Europe and Japan under the Gap, Old Navy and Banana
Republic brands. Since taking the company public in 1976, the
Fishers have remained significant, long-term shareholders.

Robert Fisher worked in various operating roles at the company for
19 years, starting as a store manager. In 1999, he resigned as
President of the Gap division and as a corporate Executive Vice
President, and left the company to pursue personal interests.
Prior to heading the Gap division, Mr. Fisher held a variety of
senior executive leadership positions, including Chief Operating
Officer, Chief Financial Officer and President of Banana Republic.
He has served as a Director since 1990. In addition to Gap Inc.,
Mr. Fisher serves on the board of Sun Microsystems.

Commenting on the board's decision to appoint Mr. Fisher as its
non-executive Chairman, Bob Martin, the board's Lead Independent
Director and a former Wal-Mart executive, said, "Bob Fisher has a
unique and deep understanding of the company both from an
operational and shareholder perspective. His appointment as
chairman will help keep the board fully engaged in overseeing
shareholder interests and supporting Paul Pressler and his
management team."

Mr. Pressler, commenting on the Chairman's transition, said, "Don,
Bob and the entire board have provided incredible support to me
and our management team as we strive to best serve our customers
and deliver long-term value to our shareholders. For 34 years, Don
has provided tremendous leadership to all of our employees
worldwide. I know he will continue to challenge us with his
entrepreneurial ideas and insight as we work to drive growth."

Gap Inc. has maintained separate Chairman and CEO roles since
1995, when Donald Fisher stepped down as CEO. The company
currently has 13 Directors, including Gap Inc. President and CEO
Paul Pressler. Nine of the 13 Directors are independent, as
defined by SEC and NYSE rules.

Visit Gap Inc.'s online Press Room at
http://onlinepressroom.net/gappr/for additional historical  
information and biographical data.

Gap Inc. (Fitch, BB- Senior Unsecured Debt Rating, Stable Outlook)
is a leading international specialty retailer offering clothing,
accessories and personal care products for men, women, children
and babies under the Gap, Banana Republic and Old Navy brand
names. Fiscal 2002 sales were $14.5 billion. As of
November 1, 2003, Gap Inc. operated 4,210 store concepts (3,075
store locations) in the United States, the United Kingdom,
Canada, France, Japan and Germany. In the United States, customers
also may shop the company's online stores at http://www.gap.com/
http://www.BananaRepublic.com/and http://www.oldnavy.com/


GAP INC: Board Declares Dividend Payable on January 7, 2004
-----------------------------------------------------------
Gap Inc.'s (NYSE: GPS) Board of Directors voted a quarterly
dividend of $0.0222 per share payable on January 7, 2004, to
shareholders of record at the close of business on December 19,
2003.

Gap Inc. (Fitch, BB- Senior Unsecured Debt Rating, Stable Outlook)
is a leading international specialty retailer offering clothing,
accessories and personal care products for men, women, children
and babies under the Gap, Banana Republic and Old Navy brand
names. Fiscal 2002 sales were $14.5 billion. As of
November 1, 2003, Gap Inc. operated 4,210 store concepts (3,075
store locations) in the United States, the United Kingdom,
Canada, France, Japan and Germany. In the United States, customers
also may shop the company's online stores at http://www.gap.com/
http://www.BananaRepublic.com/and http://www.oldnavy.com/


GEORGETOWN STEEL: Committee Brings-In Warner Stevens as Counsel
---------------------------------------------------------------
The duly-appointed Official Unsecured Creditors' Committee of
Georgetown Steel Company, LLC wants to hire Warner Stevens & Doby,
LLP as its counsel.  

In addition to acting as primary spokesman for the Committee, the
Committee expects Warner Stevens' services to include:

     a. the administration of this case and the exercise of
        oversight with respect to the Debtor's affairs,
        including all issues arising from the Debtor's           
        operations, the Committee or this Chapter 11 Case;

     b. the preparation on behalf of the Committee of necessary
        applications, motions, memoranda, orders, reports and
        her legal papers;

     c. appearances in Court and at statutory meetings of
        creditors to represent the interests of the Committee;

     d. the negotiation, formulation, drafting and confirmation
        of a plan or plans of reorganization and matters related
        thereto;

     e. such investigation, if any, as the Committee may desire
        concerning, among other things, the assets, liabilities,
        financial condition and operating issues concerning the
        Debtor that may be relevant to this Chapter 11 Case;

     f. communication with the Committee's constituents and
        others as the Committee may consider desirable in
        furtherance of its responsibilities; and

     g. the performance of all of the Committees duties and
        powers under the Bankruptcy Code and the Bankruptcy
        Rules and the performance of such other services as are
        in the interests of those represented by the Committee.

The principal attorneys expected to represent the Committee in
this matter and their current hourly rates are:

          Michael D. Warner      $400 per hour
          I. Bradley Smith       $250 per hour

In addition, other attorneys and paraprofessionals may provide
services to the Committee whose hourly rates range from:

          Partners            $400 - $425 per hour
          Of Counsel          $375 per hour
          Associates          $175 - $325 per hour
          Legal Assistants    $100 - $160 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.,
represent 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: Emerges from Chapter 11 Bankruptcy Proceedings
---------------------------------------------------------------
Singapore Technologies Telemedia and Global Crossing have
consummated their purchase agreement, allowing a newly
restructured Global Crossing to emerge from Chapter 11
proceedings.  

ST Telemedia invested $250 million in Global Crossing for a 61.5
percent equity share of the company.  Global Crossing's
reorganization plan, which was confirmed by the United States
Bankruptcy Court for the Southern District of New York on
December 26, 2002, became effective on December 9, 2003.

"Global Crossing [Tues]day emerges with an unmatched asset -- an
IP-based network reaching more than 500 major commercial centers
around the world and serving tens of thousands of customers,
including more than 40 percent of the Fortune 500," commented
Global Crossing's CEO, John Legere.  "Our network, coupled with a
streamlined business model and the most dedicated employees in the
industry, will cement our standing as a pivotal player in global
telecommunications."

"This announcement is good news for Global Crossing's customers
and employees," said Lee Theng Kiat, president and CEO of ST
Telemedia.  "ST Telemedia intends to position Global Crossing to
be a dynamic, global competitor," he added.  "We'll be working
with Global Crossing's management to integrate and expand services
across markets.  With its depth of leadership skills, telecom
experience and a committed team of employees, I'm confident that
the new Global Crossing will be a model for our industry in both
business acumen and practices."

In addition to its $250 million equity investment, ST Telemedia
has agreed to purchase $200 million in senior secured notes that
originally were to be distributed to former creditors.  Under the
final, amended plan of reorganization, the $200 million cash
injection by ST Telemedia was used by Global Crossing to pay its
creditors.  According to Mr. Lee, this additional investment
emphasizes ST Telemedia's "strong commitment to Global Crossing's
employees, customers and future success."

While in Chapter 11, Global Crossing undertook significant
streamlining activities and is now well positioned to become a
market leader in global data and IP services.  Global Crossing
retained a revenue base of nearly $3 billion, while reducing
telecommunications segment operating expenses from continuing
operations by approximately 63 percent from a peak annualized
spend of approximately $2 billion at the beginning of 2001 to an
estimated current annualized level of just over $700 million
currently.  In addition, Global Crossing's long-term debt and
convertible preferred stock was reduced from roughly $11 billion
at the end of 2001, including approximately $1 billion of Asia
Global Crossing debt, to $200 million of debt post-emergence.  
Completion of its network has enabled Global Crossing to reduce
capital expenditures approximately 95 percent from slightly more
than $4.1 billion in 2000, including approximately $800 million of
Asia Global Crossing's capital expenditures, to less than $200
million estimated for 2003.

Global Crossing signed approximately 4,200 new and renewal
customer contracts, valued over the life of the contracts at $1.7
billion, during its restructuring.  Furthermore, it is on track to
transmit 17 billion minutes of Voice over Internet Protocol
traffic in 2003, for a 15-fold increase in VoIP volume since 2001,
and overall IP traffic is expected to grow by more than 700
percent over the same period.

"We've overcome tremendous obstacles in order to effect a
turnaround and emerge a strong, healthy and viable business,"
continued Mr. Legere.  "Global Crossing is well positioned for
growth and has a promising future ahead."

Mr. Lee also underscored the important role that Global Crossing's
new board of directors will play in corporate governance and
business strategy. The new board will be comprised of ten
individuals with backgrounds in telecommunications, business and
security.  Under Global Crossing's plan of reorganization, ST
Telemedia appoints eight directors, and Global Crossing's former
major creditors appoint two.  Lodewijk Christiaan van Wachem,
former chairman of the supervisory board of Royal Dutch Petroleum
Company, will serve as chairman of Global Crossing's board.  The
management team will remain in place.

As previously announced, Global Crossing's plan of reorganization
included the cancellation of existing preferred and common stock.  
The holders of these previously publicly traded securities
received no consideration under the company's plan of
reorganization.  Under the plan of reorganization, Global Crossing
issued 61.5 percent of the equity or 18 million shares of new
preferred stock and 6.6 million shares of new common stock to ST
Telemedia in consideration for its $250 million equity investment
in the new Global Crossing.  The remaining 38.5 percent of the
equity or 15.4 million shares of the new common stock has been
distributed to Global Crossing's former secured and unsecured
creditors.  The common stock will initially trade in the Over-the-
Counter Market, and Global Crossing has applied for quotation of
its new common stock on the NASDAQ National Market.

Global Crossing, together with its independent auditor, Grant
Thornton LLP, has finalized its audit of financial results for the
years ended December 31, 2001 and December 31, 2002.  On
December 8, 2003, Global Crossing filed its 10-K with the
Securities and Exchange Commission for the year ended December 31,
2002.

Global Crossing provides telecommunications solutions over the
world's first integrated global IP-based network.  Its core
network connects more than 200 cities and 27 countries worldwide,
and delivers services to more than 500 major cities, 50 countries
and 5 continents around the globe.  The company's global sales and
support model matches the network footprint and, like the network,
delivers a consistent customer experience worldwide.

Global Crossing IP services are global in scale, linking the
world's enterprises, governments and carriers with customers,
employees and partners worldwide in a secure environment that is
ideally suited for IP-based business applications, allowing
e-commerce to thrive.  The company offers a full range of managed
data and voice products including Global Crossing IP VPN Service,
Global Crossing Managed Services and Global Crossing VoIP
services, to more than 40 percent of the Fortune 500, as well as
700 carriers, mobile operators and ISPs.

Please visit http://www.globalcrossing.com/for more information  
about Global Crossing.

Singapore Technologies 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.


GRANITE BROADCASTING: Selling $405MM of 9-3/4% Sr. Secured Notes
----------------------------------------------------------------
Granite Broadcasting Corporation (Nasdaq: GBTVK) has agreed to
sell $405 million of its 9-3/4% senior secured notes due 2010 in a
private placement. The offering is expected to close on
December 22, 2003.

In addition, Granite announced that it is commencing (i) a cash
tender offer with respect to all of its $62.6 million aggregate
principal amount of 8-7/8% Senior Subordinated Notes due May 15,
2008 at a price of 97% of principal amount plus accrued and unpaid
interest and (ii) a consent solicitation pursuant to which it will
pay 3% of the principal amount of the Notes as a consent payment.  
The offer to purchase will expire at 5:00 p.m., New York City
time, on Thursday, January 8, 2004, unless extended or earlier
terminated.  The consent solicitation is expected to expire at
5:00 p.m., New York City time, on December 19, 2003.  Noteholders
are being asked to agree to certain amendments to the indenture
governing the 8-7/8% Notes, including the elimination of a number
of covenants.

The tender offer and consent solicitation is conditioned upon,
among other things, the tender and consent of the holders of a
majority in aggregate principal amount of the 8-7/8% Notes.  Any
of the 8-7/8% Notes not tendered would remain outstanding and
would not have the benefits of the covenants contained in the 8-
7/8% indenture, which would be eliminated.  Holders wishing to
tender their notes should follow the procedures described in the
offer to purchase and the letter of transmittal that Granite will
furnish to holders of the notes.

The senior secured notes have not been registered under the
Securities Act of 1933 or any state securities laws and are being
offered only to qualified institutional buyers in reliance on Rule
144A under the Securities Act of 1933 and to persons outside the
United States under Regulation S.  Unless so registered, the notes
may not be offered or sold in the United States except pursuant to
an exemption from the registration requirements of the Securities
Act of 1933 and applicable state securities laws.

Granite Broadcasting Corporation (Nasdaq: GBTVK) (S&P, CCC Long-
Term Corporate Credit Rating, Negative) operates eight television
stations in geographically diverse markets reaching over 6% of the
nation's television households.  Three stations are affiliated
with the NBC Television Network, two with the ABC Television
Network, one with the CBS Television Network, and two with the
Warner Brothers Television Network.  The NBC affiliates are KSEE-
TV, Fresno-Visalia, California, WEEK-TV, Peoria-Bloomington,
Illinois, and KBJR-TV, Duluth, Minnesota and Superior, Wisconsin.  
The ABC affiliates are WKBW-TV, Buffalo, New York, and WPTA-TV,
Fort Wayne, Indiana. The CBS affiliate is WTVH-TV, Syracuse, New
York.  The WB affiliates are KBWB-TV, San Francisco-Oakland-San
Jose, California, and WDWB-TV, Detroit, Michigan.


HASBRO INC: $167MM of 8-1/2% Notes Tendered as of Dec. 8, 2003
--------------------------------------------------------------
Hasbro, Inc. (NYSE: HAS) announced that $166,789,000 aggregate
principal amount of its 8-1/2% Notes due 2006 (CUSIP No.
418056AL1) had been tendered pursuant to Hasbro's tender offer as
of 5:00 p.m., New York City time on Monday, December 8, 2003.

The terms and conditions of the Tender Offer are set forth in
Hasbro's Offer to Purchase dated November 24, 2003 and the related
Letter of Transmittal. The amount tendered represents 83.4% of the
principal amount currently outstanding. All holders who validly
tendered their Notes prior to the Early Tender Date will receive,
if such Notes are accepted for purchase pursuant to the Tender
Offer, a price equal to $1,130 per $1,000 principal amount of
Notes tendered. Any holder validly tendering Notes after the Early
Tender Date but before the expiration of the Tender Offer will
receive, if such Notes are accepted for purchase pursuant to the
Tender Offer, a price equal to $1,110 per $1,000 principal amount
of Notes, which amount is equal to the Total Consideration less
the early tender premium of $20 per $1,000 principal amount of
Notes. In addition, accrued but unpaid interest to, but not
including, the date of payment for the Notes will be paid for all
Notes validly tendered and accepted for payment.

The Tender Offer is scheduled to expire at 12:00 midnight, New
York City time, on December 22, unless extended. The Tender Offer
is conditioned on, among other things, the absence of a material
adverse change or similar event affecting Hasbro, its ability to
consummate the Tender Offer or the value or trading market for the
Notes.

Hasbro has retained Bear, Stearns & Co. Inc. and Barclays Capital
Inc. to serve as the Dealer Managers for the tender offer and D.F.
King & Co., Inc to serve as the Information Agent. Requests for
Tender Offer documents may be directed to D.F. King & Co., Inc. by
telephone at (800) 207-3158 (toll free). Questions regarding the
Tender Offer may be directed to Bear, Stearns & Co. Inc. at (877)
696-2327 (toll free) or Barclays Capital Inc. at (888) 227-2275
(toll free).

Hasbro (Fitch, BB Senior Unsecured Debt, Stable) is a worldwide
leader in children's and family leisure time and entertainment
products and services, including the design, manufacture and
marketing of games and toys ranging from traditional to high-tech.
Both internationally and in the U.S., its PLAYSKOOL, TONKA, SUPER
SOAKER, MILTON BRADLEY, PARKER BROTHERS, TIGER and WIZARDS OF THE
COAST brands and products provide the highest quality and most
recognizable play experiences in the world.


HEADWATERS: Expected Fin'l Improvement Prompts S&P's Pos. Watch
---------------------------------------------------------------  
Standard & Poor's Ratings Services placed its ratings, including
its 'B+' corporate credit and senior secured bank loan ratings on
Headwaters Inc. on CreditWatch with positive implications based on
the company's proposed $85 million equity offering, continued debt
reduction, and expected improvement to the financial profile.
Total debt was approximately $135 million as of Sept. 30, 2003.

"The CreditWatch listing reflects Draper, Utah-based Headwaters'
intention to extinguish its $20 million 18% senior subordinated
debentures due September 2007 and prepay $30 million in senior
bank debt with the proceeds from a proposed common stock
offering," said Standard & Poor's credit analyst Paul Blake. The
remaining proceeds could be used to finance potential acquisitions
or further reduce debt. Between its 2002 acquisition of ISG and
fiscal year-end 2003, Headwaters has applied free cash flows to
pay down approximately $40 million in debt (including $25 million
of optional payments) and currently has full availability under
its $20 million revolving credit facility and $19 million of cash
on hand.

Pro forma for the transaction, lease adjusted debt to EBITDA and
EBITDA interest coverage is expected to improve to about 1.1x and
14x, respectively. The company's steady cash generation coupled
with the anticipated further improvement to the financial profile
is likely to more than offset Standard & Poor's ongoing concerns
about the vulnerability of the company's synthetic fuel production
business to legislative risks.


HILTON HOTELS: Fitch Revises Outlook on Low-B Rating to Stable
--------------------------------------------------------------
Fitch Ratings has affirmed the senior unsecured ratings of Hilton
Hotels Corporation at 'BB+' and has revised the Outlook to Stable
from Negative.

The ratings reflect HLT's strong brands, geographic diversity,
scale, loyalty program, free cash flow generation and focused debt
reduction. Despite a weak economic and travel environment, which
has led to steadily declining EBITDA since the end of 2001, HLT
has retained control of its capital structure through cutbacks in
capital spending, cost reductions and asset sales, and has
supported credit measures through debt reduction. At the end of
the third quarter 2003, LTM Debt/EBITDA stood at 4.7x versus 4.6x
at FYE 2001, while interest coverage remained consistently
adequate at 3.1x.

Risk factors to the rating include the uncertainty surrounding the
timing of a full-blown recovery, vulnerability to future travel
shocks, continued expense pressures that are likely to slow
expected economy-driven margin enhancement, and limited pricing
power. Pricing in the near term will continue to reflect shorter
booking windows, price transparency (due to a proliferation of
information available on the internet) and persistent weakness in
corporate travel demand.

The change in outlook reflects Fitch's current view that the
lodging industry could be at the bottom of the cycle, and that the
demand picture is improving with the economy. Fitch believes that
stronger demand, combined with low supply growth in urban
locations over the intermediate term should translate to positive
RevPAR growth and steady bottom-line improvement over the next
several years. HLT is among the most heavily leveraged companies
to an actual recovery due largely to its large owned hotel
portfolio and the fact that its portfolio is heavily weighted to
major urban markets and business travelers, which should thrive in
an upswing. Growth over the intermediate term will also be
supplemented by continued growth in rooms under franchise and
time-share operations. With relatively solid credit measures,
strong liquidity, consistent free cash flow, good access to
capital, and flexible capital investment plans, HLT is also well-
positioned within the rating category to absorb any further
unforeseen weakness in travel patterns.

Fitch's expectation for stable and improving lodging demand is
based on a number of indicators, including consistent RevPAR gains
since June (excluding several holiday-shift impacted months in
October), solid group bookings in the first quarter of 2004,
general economic improvement, continued strength in leisure
travel, and evidence of healthier corporate travel activity in
recent months. Barring another external shock, lodging companies
should also benefit from easier comparisons in the first half of
2004 given the negative environment created by the Iraq war,
security alerts and SARs in 2003.

Revpar growth of 3-4% is expected in 2004, with potentially
stronger growth in 2005. HLT is expected to generate free cash
flow in excess of $300 million in both years, after capital
spending of roughly $300+ million in each year. Capital
expenditures of $275 million in 2004 compares with $509 million in
2001, $419 million in 2002 and an estimated $350 million in 2003.
Over the intermediate term, Fitch expects the company to continue
to focus on debt reduction towards its stated goal of 3.75x. HLT
is expected to end 2004 with leverage of approximately 4.1X, and
should achieve its target leverage by year-end 2005, although this
could come sooner in the event of stronger economic growth. Debt
reduction will also be aided by the removal of the $325 million in
Park Place Entertainment obligation from the company's debt
profile. Thereafter, the company is expected to increase the pace
of investments, and may begin to return capital to shareholders
more aggressively through share repurchases or by increasing the
dividend.

HLT's liquidity is strong with $400 million of available capacity
under the bank lines of credit and $115 million in cash at third
quarter end. The company has demonstrated its continued access to
capital in 2003 with the successful debt issuance of $575 million
in senior unsecured convertible notes in May. In addition, HLT
addressed near term financing requirements in August, negotiating
a new 5-year $1 billion credit line to replace $1.35 billion in
bank facilities. The facility provides looser covenant
restrictions through FYE 2004 (5.0x versus 4.5x) and through FYE
2005 (4.75x versus 4.5x). With this credit facility in place, the
company has no significant debt maturities until 2007. Off balance
sheet obligations are not significant, with HLT guarantees of
third-party debt (excluding $325 million in Park Place Notes)
totaling $113 million.


ICO INC: Appoints John F. Gibson to Company's Board of Directors
----------------------------------------------------------------
ICO, Inc. (Nasdaq: ICOC) announced that its Board of Directors has
appointed John F. Gibson to serve on the board, filling a vacant
seat.  

Mr. Gibson shall serve as a Class II Director of the Company, with
a term ending at the Company's 2005 annual meeting.

Since September 2003, Mr. Gibson has been the Chief Executive
Officer of Integral Wealth Management, Inc., a private Canadian
wealth management firm. From August of 1997 until August of 2002,
he served as Chief Executive Officer of Patriot Equities
Corporation (Toronto: PEQ), a Canadian public real estate company
that was sold and taken private in August of 2002.

Through twenty plants worldwide, ICO Polymers produces and markets
ICORENE(TM) and COTENE(TM) rotational molding powders, as well as
ICOFLO(TM) powdered processing aids and ICOTEX(TM) powders for
textile producers.  ICO additionally provides WEDCO(TM) size
reduction services for specialty polymers. ICO's Bayshore
Industrial subsidiary produces specialty compounds, concentrates,
and additives primarily for the film industry.
    
As previously reported, Standard & Poor's withdrew its 'B+'
corporate credit and 'B-' senior unsecured debt rating on ICO
Inc., at the company's request.


IMPERIAL PLASTECH: Canadian Court Approves CCAA Plan
----------------------------------------------------
Imperial PlasTech Inc. (TSX: IPQ) announced that the Ontario
Superior Court of Justice has sanctioned and approved the
Company's plan of compromise or arrangement at a hearing held
earlier.

As previously announced, the Plan was approved on December 5, 2003
by 94% of the Company's affected unsecured creditors that voted in
number, representing 90% of the total value of affected claims
that were voted at the meeting.

As previously reported, subject to certain conditions precedent
being satisfied, the Plan provides that each holder of a proven
unsecured claim will receive its pro-rata share of $1,400,000. The
Court concluded and ruled that the Plan is fair and reasonable and
that the Company has satisfied all of the necessary requirements
for confirmation of the Plan.

The Court ordered that the articles of Imperial PlasTech be
amended to consolidate all of the issued and outstanding shares of
Imperial PlasTech on the basis of one common share of Imperial
PlasTech for every three issued and outstanding common shares of
Imperial PlasTech, provided that any fractional common share which
would result from such consolidation be rounded up to the next
whole number. The Court authorized the Company to issue that
number of common shares of Imperial PlasTech representing up to
88.95% of the outstanding common shares of Imperial PlasTech on a
diluted basis in consideration of $2,000,000. The consolidation
and stock issuance are subject to regulatory and stock exchange
approvals.

In the hearing the Company also obtained an order from the Court
granting them an extension of its stay period under CCAA pending
implementation of the Plan and distribution of funds to creditors
in accordance therewith.

The Company anticipates that the conditions precedent to the
implementation of the Plan may be satisfied as early as
December 31, 2003. There is no assurance however that the Company
will emerge from the reorganization proceedings.

The PlasTech Group is a diversified plastics manufacturer
supplying a number of markets and customers in the residential,
construction, industrial, oil and gas and telecommunications and
cable TV markets. Currently operating out of facilities in Atlanta
Georgia, Peterborough Ontario and Edmonton Alberta, the PlasTech
Group is focusing on the growth of its core businesses and
continues to assess its non-core businesses. For more information,
access the groups Web site at http://www.implas.com


INFOUSA: Names David Schajatovic VP for D.A. Advertising Sales
--------------------------------------------------------------
infoUSA, (Nasdaq:IUSA) the leading provider of proprietary
business and consumer databases for sales and marketing solutions,
has appointed David Schajatovic to the newly created position of
Vice President, Directory Assistance Advertising Sales.

Mr. Schajatovic will be responsible for monetizing directory
assistance products. These include advertising sales for infoUSA
and partner sites, as well as direct revenue from online directory
assistance searches. Mr. Schajatovic has spent 15 years in senior
Advertising and Sponsorship sales positions, specializing in
online and print revenue development. This includes four years as
Advertising Manager of Bay AreaYellowPages.com/SiliconValley.com,
both divisions of Knight Ridder, where he quadrupled revenue for a
suite of online products and advertising programs.

The position of VP, Directory Assistance Advertising Sales, was
created in order for the company to monetize its directory
assistance service. infoUSA plans to sell auction advertising on
its own and partner sites, where advertisers could increase their
visibility and priority on directory assistance searches by paying
for prominent positions and ad displays. For example, a plumber in
San Mateo, California, could pay to be listed at the top of a
regional search for plumbers, along with his related advertising
and promotions. A major benefit of this advertising, versus a
static yellow page ad, is that the success rate of the ads and
promotions could be monitored and the ads varied, leading to a
much higher potential return on investment for the advertiser.

infoUSA also plans to generate additional revenue by introducing a
fee for online directory assistance searches. Customers are
accustomed to paying a fee for directory assistance phone searches
on landline or cell phones. infoUSA's online searches will provide
them with more current directory information, as well as offer a
menu of enhanced data on every search for an additional fee or a
monthly subscription fee. As with the previous example, the
customer doing a plumber search could sort the search by
geographical proximity, revenue size and number of years in
business. This gives the consumer/business much more valuable
information than is contained in an ordinary directory assistance
search. If they are searching for people, they can get additional
information such as income or home value as compared to basic
information on regular directory assistance.

Vin Gupta, Chairman and CEO, infoUSA, said, "We are very excited
about the prospect of increasing our revenue through directory
assistance advertising and search fees. As owner of the leading
proprietary online yellow and white page databases, infoUSA is in
an ideal position to market these directory assistance products
and services on its own and its partner sites. We believe
customers are willing to pay a small monthly fee for directory
assistance, especially if they can get more detailed information."

infoUSA -- http://www.infoUSA.com-- (S&P, BB Corporate Credit  
Rating, Stable), founded in 1972, is the leading provider of
business and consumer information products, database marketing
services, data processing services and sales and marketing
solutions. Content is the essential ingredient in every marketing
program, and infoUSA has the most comprehensive data in the
industry, and is the only company to own a proprietary database of
250 million consumers and 14 million businesses under one roof.
The infoUSA database powers the directory services of the top
Internet traffic-generating sites, including Yahoo! (Nasdaq:YHOO)
and America Online (NYSE:AOL). Nearly 3 million customers use
infoUSA's products and services to find new customers, grow their
sales, and for other direct marketing, telemarketing, customer
analysis and credit reference purposes. infoUSA headquarters are
located at 5711 S. 86th Circle, Omaha, NE 68127 and can be
contacted at (402) 593-4500.


INTERPUBLIC: Fitch Says Issuance Has No Rating Implications
-----------------------------------------------------------
The Interpublic Group of Companies, Inc.'s expected issuance of
approximately $650 million of mandatory convertible securities and
common stock does not have rating implications, according to Fitch
Ratings. Fitch Ratings has affirmed its existing ratings on IPG's
senior unsecured debt at 'BB+', multi-currency bank credit
facility at 'BB+' and convertible subordinated notes at 'BB-'. The
Rating Outlook remains Negative. Approximately $2.5 billion of
debt is affected by the affirmations.

Over the past six months IPG's new management has begun to address
several important issues and implement its turnaround plan. IPG
has made significant progress toward improving its balance sheet
through extended debt maturities and lower balances. In this
regard, IPG has announced today that it will offer approximately
$650 million of new securities consisting of 6.5 million shares of
mandatory convertible preferred stock sold at $50 per share and
about 22.4 million shares of common stock, each with an over-
allotment option of 15%.

The expected issuances will benefit IPG by providing it with
increased financial flexibility to fund the redemption of the
company's approximately $245 million 1.8% convertible subordinated
notes due 2004 and meet certain obligations incurred as part of
the new management team's efforts to stabilize the operating
performance of the company and position it for growth in the
future. The issuances also demonstrate IPG's ability to access the
capital markets. However, Fitch had previously not anticipated the
magnitude of certain cash obligations including the potential
costs for the liability related to the Motorsports businesses. In
addition, IPG's fixed obligation will be greater under the new
securities as the dividend on the mandatory convertible preferred
securities, expected at around 6%, will amount to about $19.5
million per year versus $4.3 million in cash interest on the 1.8%
$245 million debt being repaid.

Also as part of IPG's turnaround plan, management has focused on
operating results with some positive early results. Organic
revenue growth, while remaining negative, has had sequential
quarterly improvement for the past two quarters and on the cost
side, IPG's restructuring program and system infrastructure
improvements have led to increased operating margin during third-
quarter 2003. Nonetheless, IPG's operating results remain weak
compared to historical levels and its principal competitors and
Fitch expects only modest operating improvement in 2004.

The Negative Rating Outlook reflects the uncertainty regarding the
eventual success of IPG's turnaround, including the stabilization
of earnings and cash flows as well as the resolution of management
of the Motorsports businesses, the ongoing Securities and Exchange
Commission investigation and the continuing effort to improve
internal controls.


ISTAR FINANCIAL: Prices Offering of 7.65% Preferred Shares
----------------------------------------------------------
iStar Financial Inc. (NYSE: SFI) has priced an underwritten public
offering of 3,200,000 shares of its 7.65% Series G Cumulative
Redeemable Preferred Stock. Each share of Series G Preferred Stock
will have a liquidation preference of $25.00 per share. The
offering is being manage d by Bear, Stearns & Co. Inc.

The Series G Preferred Stock is being sold in exchange for
1,600,000 shares of iStar Financial's Series A Cumulative
Redeemable Preferred Stock, having a liquidation preference of
$50.00 per share.  iStar Financial will not receive any cash
proceeds from the offering.

iStar Financial is the leading publicly traded finance company
focused on the commercial real estate industry. The Company
provides custom-tailored financing to high-end private and
corporate owners of real estate nationwide, including senior and
junior mortgage debt, senior, mezzanine and subordinated corporate
capital, and corporate net lease financing. The Company, which is
taxed as a real estate investment trust, seeks to deliver a strong
dividend and superior risk-adjusted returns on equity to
shareholders by providing innovative and value-added financing
solutions to its customers. Additional information on iStar
Financial is available on the Company's Web site at
http://www.istarfinancial.com/  

As previously reported, Fitch Ratings assigned a 'BB' rating to
iStar Financial Inc.'s 7-7/8% series E cumulative redeemable
preferred stock. The securities rank pari passu with iStar's
existing series A, B, C and D cumulative redeemable preferred
stock. iStar's senior unsecured debt rating and Rating Outlook is
'BBB-' and Stable, respectively.


JACUZZI BRANDS: Fiscal Year 2003 Net Loss Tops $31 Million
----------------------------------------------------------
Jacuzzi Brands, Inc. (NYSE: JJZ) announced financial results for
the fourth quarter and fiscal year ended September 30, 2003.

       CONSOLIDATED RESULTS - FOURTH QUARTER AND FULL YEAR

Net sales for fiscal 2003 increased 11.6% to $1.19 billion from
$1.07 billion last year. Net sales for the fourth quarter of
fiscal 2003 rose 14.4% to $327.4 million from $286.2 million in
the fourth quarter of fiscal 2002.

Increased net sales for these periods reflect higher sales at each
of the Company's operating businesses, with the most notable
increases reported by the Bath Products segment. In particular,
sales of Jacuzzi(R) whirlpool baths increased as a result of the
availability of this product line at approximately 900 Lowe's
retail outlets across the country, beginning in the fourth quarter
of fiscal 2003.

Fiscal 2003 operating income declined to $81.2 million from $94.4
million last year. Operating income for the fourth quarter of
fiscal 2003 was $12.7 million versus operating income of $25.5
million in the fourth quarter of fiscal 2002. Fiscal 2003
included, cash and non-cash impairment, restructuring and other
charges of $19.9 million, or $0.16 per diluted share, as compared
to impairment, restructuring and other charges of $7.2 million, or
$0.06 per diluted share, last year. For fourth quarter of fiscal
2003, these charges totaled $11.6 million, or $0.09 per diluted
share, as compared to $0.8 million, or $0.01 per diluted share,
for the same period last year.

These impairment, restructuring and other charges are related to
the following previously announced initiatives designed to improve
the operations and cost structure at the North American Bath
Products business:

-- The closure of the Salem, Ohio cast iron manufacturing plant.
   As previously announced, the Company had reached a preliminary
   conclusion that the continued manufacture of cast iron products
   in Salem was not a viable alternative. After discussions with
   the United Steelworkers of America, which represents the
   production and maintenance workers in Salem, the Company
   finalized its decision to close the plant in fiscal 2004. The
   Company plans to continue to be a provider of cast iron
   products, which will be manufactured to its specification and
   design by third parties. The Company recorded asset impairment
   and other charges totaling approximately $9.4 million, or $0.08
   per diluted share, in the fourth quarter of fiscal 2003. The
   Company expects to incur additional charges in fiscal 2004
   related to this plant closing, primarily for severance and
   other cash obligations associated with preparing the plant for
   shut down.

-- The closure of the Plant City, Florida, plant in November 2003.
   The production from this plant, which produces less than 10% of
   our spa volume, has been transferred to our spa manufacturing
   facility in Chino, California. The Company recorded a $3.9
   million, or $0.03 per diluted share, charge in the fourth
   quarter of fiscal 2003 associated with the closure which
   consisted of asset impairment, severance and other closure
   costs.

-- The consolidation of certain administrative functions into one
   shared service facility and the replacement of our Eljer
   wholesale sales force with independent manufacturer
   representatives. This resulted in a $1.3 million, or $0.01 per
   diluted share, charge in the fiscal 2003 fourth quarter. The
   shared service function will occupy a portion of unused office
   space in a building that had remained vacant since the closing
   of Zurn's corporate headquarters. A favorable adjustment of
   $3.2 million, or $0.03 per diluted share, was recorded in the
   fourth quarter of fiscal 2003 for the reversal of previously
   established reserves for the vacant space.

-- The consolidation and restructuring of our Jacuzzi and
   corporate headquarters. In connection with this restructuring
   the Company recorded a $8.5 million, or $0.07 per diluted
   share, charge during fiscal 2003.

In addition, operating income for fiscal 2003 and the fourth
quarter of fiscal 2003 was also unfavorably impacted by decreased
operating results at our Bath Products segment, despite higher
sales.

Income from continuing operations for fiscal 2003 was $10.1
million, or $0.14 per diluted share, versus income from continuing
operations of $31.9 million, or $0.43 per diluted share last year.
The loss from continuing operations for the fourth quarter of
fiscal 2003 was $15.4 million, or $0.21 per diluted share, versus
income from continuing operations of $30.6 million, or $0.41 per
diluted share, for the same period last year.

In addition to the impairment, restructuring and other charges
discussed above, income from continuing operations and net income
for fiscal 2003 included a previously announced, pre-tax other
expense, net, of $21.5 million, or $0.18 per diluted share,
related to the corporate refinancing and debt restructuring.
Approximately $19.2 million, or $0.16 per diluted share, was
incurred during the fiscal 2003 fourth quarter.

Finally, in the first fiscal quarter of 2003 the Company recorded
a tax benefit of $13.6 million, or $0.18 per diluted share. This
tax benefit was the result of an audit settlement with the IRS.

The net loss for fiscal 2003 was $31.1 million, or $0.42 per
diluted share, versus net income of $40.9 million, or $0.55 per
diluted share, last year. The net loss for the fourth quarter of
fiscal 2003 was $16.3 million, or $0.22 per diluted share, versus
net income of $23.4 million, or $0.31 per diluted share, for the
same period last year.

The net loss for fiscal 2003 included a loss from discontinued
operations of $41.2 million, or $0.56 per diluted share, versus
income from discontinued operations of $9.0 million, or $0.12 per
diluted share, last year. The net loss for the fourth quarter of
fiscal 2003 included a loss from discontinued operations of $0.9
million, or $0.01 per diluted share, versus a loss from
discontinued operations of $7.2 million, or $0.10 per diluted
share, in the same period one year ago.

Higher sales in the Bath Products segment were primarily the
result of: increased sales to Focus and Homebase, two leading home
center retailers in the U.K.; higher domestic sales of the
Company's spa product line through an expanded specialty retail
dealer base; and higher sales of the Jacuzzi whirlpool bath
product line through approximately 900 Lowe's home centers in the
U.S. The roll-out of the Jacuzzi whirlpool bath product line into
Lowe's was completed ahead of schedule during the fourth quarter
of fiscal 2003. Sales also benefited by $28.2 million in fiscal
2003 from the firming of the British pound and the euro against
the U.S. dollar.

Operating income of $7.4 million for fiscal 2003 includes $14.6
million of restructuring and other charges primarily related to
the closure of the two plants, while operating income of $26.7
million for fiscal 2002 includes $2.5 million of restructuring and
other charges related to the elimination of an executive layer of
management.

Excluding these charges, operating income still decreased as
favorable sales volume was offset by: labor inefficiencies and
start up costs related to the move to a new whirlpool bath
manufacturing facility in Chino, California; costs of process
improvements to enhance quality and future operating efficiencies
at the Chino plant; costs related to the Lowe's roll-out; higher
workers' compensation insurance costs at the Southern California
spa and whirlpool bath manufacturing facilities; increased
marketing expenses; and escalating costs associated with the cast
iron and sanitary ware businesses. Favorable currency exchange
rates improved earnings by $5.0 million for the year.

The costs associated with the move to the new whirlpool bath plant
in Chino, California, process improvements at the new plant and
the Lowe's roll-out are not expected to continue into 2004.

The Plumbing Products business reported higher sales despite a 6%
decrease in domestic commercial construction spending in fiscal
2003. Higher sales were due primarily to the $8.6 million sale of
a license for technology subject to patent litigation and benefits
realized from enhanced product offerings and the implementation of
programs designed to increase market share.

Operating income as a percentage of sales increased to 22.5% in
fiscal 2003 from 19.9% in fiscal 2002. Fiscal 2002 results include
restructuring and other charges of $1.3 million related to a
management restructuring and discontinued product lines. The
increase in operating income, after giving effect to the
restructuring and other charges in fiscal 2002, was the result of
higher sales and the $8.6 million technology license sale. Without
the sale of the license, margins as a percentage of sales would
have decreased slightly primarily as a result of changes in the
product mix sold.

Higher net sales were due primarily to more favorable pricing.
Overall unit sales increased in fiscal 2003 from last year.
Domestic and international unit sales in fiscal 2003 were higher
than those in fiscal 2002.

Operating income decreased from 27.8% of sales in fiscal 2002 to
26.1% of sales in fiscal 2003. Operating income in fiscal 2003 was
impacted by decreased overhead absorption of approximately $1.0
million related to an inventory reduction program in fiscal 2003,
as well as a change in estimated reserves during fiscal 2002,
which increased operating income that year.

Rexair plans to introduce new proprietary technology for their
vacuum cleaner system in fiscal 2004 that the Company believes
will help stimulate sales.

                       CORPORATE EXPENSES

Corporate expenses increased by $3.9 million in fiscal 2003 to
$14.9 million from fiscal 2002. The increase is primarily
attributable to net restructuring charges in fiscal 2003 of $5.3
million related to the consolidation of corporate offices and a
favorable adjustment to prior year reserves related to a corporate
lease obligation. Fiscal 2002 included restructuring charges of
$3.4 million related to the same corporate lease obligation. The
Company initially increased the reserve for the corporate lease
obligation in fiscal 2002 when it became apparent that it could
not sub-lease the empty space. The reserve was partially reversed
in fiscal 2003 when the Company decided to utilize the space for
the shared operations center. The remaining increase, after giving
effect to the net restructuring charges, is primarily due to a
$4.6 million decrease in pension income recorded this year.
Partially offsetting these increased costs are decreases in
compensation and other personnel related expenses due to staffing
reductions, as well as decreases in professional fees.

                    INTEREST EXPENSE DECLINES

Decreased interest expense for fiscal 2003 and the fourth quarter
of fiscal 2003 compared to the prior year periods was largely due
to lower debt balances resulting from asset disposals, the
proceeds of which were used for the repayment of debt.

                       COMMENT AND OUTLOOK

David H. Clarke, Chairman and Chief Executive Officer of Jacuzzi
Brands, Inc., stated, "During fiscal 2003, we created a solid
foundation for growth by substantially completing an operating and
financial restructuring, increasing sales and market share, and
decreasing outstanding net debt. Many of the costs and charges
associated with our restructuring efforts have been incurred in
fiscal 2003. We currently expect in fiscal 2004 to incur costs in
the range of $0.07 per diluted share associated with our plant
closures and other initiatives we announced in fiscal 2003. We are
reviewing additional possibilities to further improve our Eljer
sanitary ware division and depending on the outcome of this
review, we may incur additional non-operating charges in fiscal
2004. While our fall quarter is our smallest in terms of sales and
profits, we appear to be off to a good start in October and
November. Excluding the non-operating charges mentioned above, we
can confirm that we are comfortable with achieving our previous
guidance of $0.50 per share earnings for fiscal 2004."

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

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

Fitch rates Jacuzzi Brands' new debt as follows:

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

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

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

Rating outlook is Stable.


KAISER ALUMINUM: Has Until May 12 to Move Actions to Del. Court
---------------------------------------------------------------
The Kaiser Aluminum Debtors obtained the Court's approval to
further extend their deadline to remove pending actions pursuant
to Section 1452 of the Judiciary Procedures Code and Rule 9027 of
the Federal Rules of Bankruptcy Procedure to the later of:

   -- May 12, 2004, or

   -- 30 days after an order is entered terminating the automatic
      stay with respect to a particular action sought to be
      removed.

Kaiser Aluminum & Chemical Corporation has been named as a
defendant in a significant number of product liability lawsuits
relating to asbestos.  As of the Petition Date, the other Debtors
were also parties to other non-asbestos related civil actions
pending in multiple courts and tribunals. (Kaiser Bankruptcy News,
Issue No. 35; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


LENNAR CORP: Will Publish Fourth-Quarter Results on Monday
----------------------------------------------------------
Lennar Corporation (NYSE: LEN and LEN.B) will release earnings
after the market closes on December 15, 2003 for the quarter and
year ended November 30, 2003.  Additionally, the Company will hold
a conference call on December 16th, 2003 at 11:00 a.m. Eastern
time.

The call will be broadcast live over the Internet and can be  
accessed through Lennar's Web site at http://www.lennar.com/  If  
you are unable to participate during the live webcast, the call
will be archived at http://www.lennar.com/for 90 days.

In order to listen to the live event, a participant must have a
multimedia computer with speakers and Windows Media Player.  To
download the software prior to the event, visit
http://www.lennar.com/click the conference call link on the home  
page and follow the pre-event instructions.

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

                         *     *     *

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

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

                         RAISED RATINGS

                          Lennar Corp.

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

                         U.S. Homes Corp.

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


LEVI STRAUSS: S&P Junks Corp. Credit Rating at CCC After Review
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit and senior unsecured debt ratings on Levi Strauss Inc. to
'CCC' from 'B'. At the same time, the bank loan rating on the
company's $650 million asset-based revolving credit facility due
2007 was lowered to 'B' from 'BB' and the rating on the $500
million term loan facility due 2006 was lowered to 'B-' from
'BB-'.

The outlook is developing.

The ratings are removed from CreditWatch, where they were placed
Nov. 13, 2003, following the firm's announcement that it was
revising its revenues and operating expectations downwards.

San Francisco, California-based Levi Strauss had about $2.3
billion in total debt outstanding at Aug. 24, 2003.

"The rating actions follow Standard & Poor's operational review
and Levi Strauss' announcement that it has hired Alvarez & Marsal
to accelerate the company's turnaround plan after a period of
lackluster sales and poor performance," said Standard & Poor's
credit analyst Susan Ding. At the same time, the company announced
the departure of its chief financial officer. A&M is expected to
advise Levi's on strategies to reduce debt and costs. Furthermore,
operating results and financial measures will be weaker than
Standard & Poor's expectations in light of the revised revenue and
earnings figures. Standard & Poor's remains concerned about the
company's ability to revitalize sales and margins given the
current soft retail environment.

While there are currently no immediate liquidity issues, the
beneficial impact of any recommended cost and debt reduction
strategies will not likely be realized in the near term. More
important, with the management changes and the retention of A&M,
the company's business direction is uncertain. Standard & Poor's
recognizes that, with A&M currently exploring alternatives, the
ultimate outcome of Levi's financial strategies could be
detrimental to bondholders.

The ratings reflect San Francisco, Calif.-based Levi Strauss &
Co.'s leveraged financial profile and its participation in the
highly competitive denim and casual pants market. The ratings also
reflect the inherent fashion risk in the apparel industry. This is
somewhat offset by the company's well-recognized brand names in
jeans and other apparel.

The ratings also reflect a series of events that have plagued the
company and undermined management's credibility in recent months:

     -- A lawsuit by two former employees alleges financial
        improprieties related to the company's foreign
        subsidiaries.

     -- Improper tax deductions have led to restatements of
        financial statements and a delay in the filing of the
        company's most recent 10Q report.

     -- As mentioned before, Levi's recently announced that 2003
        revenues and earnings will be below original estimates.

     -- The company has retained A&M to accelerate its turnaround
        plan.

Although Levi's has implemented restructuring efforts in which it
closed substantially all of its domestic manufacturing facilities,
reduced overhead costs, and refocused its marketing organization
to be more customer oriented, it is still challenged to stem the
deterioration in sales, which have declined significantly in
recent years--to $4.1 billion in fiscal 2002 from more than $7.0
billion in fiscal 1996.


LSP BATESVILLE: S&P Affirms B Bonds Rating after NRG's Emergence
----------------------------------------------------------------  
Standard & Poor's Ratings Services affirmed its 'B' rating on LSP
Batesville Funding Corp./LSP Energy LP's $326 million senior
secured bonds, approximately $307 million currently outstanding,
and at the same time removed the ratings from CreditWatch with
negative implications.

The outlook is negative.

The CreditWatch removal follows the emergence of the project's
100% owner, NRG Energy Inc., from bankruptcy. The immediate risk
of the project being subject to substantial consolidation during
its owner's bankruptcy proceedings or being filed into bankruptcy
together with its owner has been lifted.

The project, a special purpose entity, is an indirect wholly owned
subsidiary of NRG.

"The negative outlook on LSP Batesville reflects the outlook on
Aquila Inc., as well as dismal market conditions in the
Southeastern Electric Reliability Council region," said Standard &
Poor's credit analyst Elif Acar.

"Upside rating movements could occur after 2006 if debt service
coverage ratios step up to 1.5x as projected, Aquila's credit
rating improves, and electricity markets improve to offset the
merchant tail risk after 2015," added Ms. Acar.

Aquila, the offtaker of the capacity and energy from the plant's
Unit 3 (279 MW nominally) experienced a credit cliff in 2002 and
2003.


MANSFIELD TRUST: Fitch Maintains BB/B Ratings on Classes E & F
--------------------------------------------------------------
Mansfield Trust's commercial mortgage pass-through certificates,
series 2001-1, are upgraded by Fitch Ratings as follows:

        -- $7.3 million class B to 'AA+' from 'AA';
        -- $6.6 million class C to 'A+' from 'A'.

The following classes are affirmed as follows:

        -- $93.6 million class A-1 at 'AAA';
        -- $111.7 million class A-2 at 'AAA';
        -- Interest-only class X at 'AAA';
        -- $8 million class D at 'BBB';
        -- $4 million class E at 'BB';
        -- $3.3 million class F at 'B'.

Fitch does not rate the $4.6 million class G certificates.

The rating upgrade and affirmations reflect the pool's
amortization since issuance, lack of delinquencies, positive loan
features such as significant recourse (96% of the pool) and a
short weighted average remaining amortization term of 110 months.
The loans' average seasoning is over seven years and the short
amortization term leads to increased equity and limited loss
exposure on the loans. One loan has paid off and none have been
specially serviced since closing. As of the November 2003
distribution date, the pool's aggregate certificate balance has
decreased by 9.9% since closing, to $239.1 million from $265.2
million.

Sun Life Assurance Company of Canada provided year end 2002
operating information for 79% of the loans by current loan
balance. The YE 2002 debt-to-service coverage ratio is 1.54 times,
compared to 1.58x for the same loans at deal closing. While Fitch
is concerned with this slight decline since issuance, the concern
is mitigated by the loans' seasoning, timely debt service payments
and diversity, with no loan accounting for more than 2.6% of the
pool.

The pool is comprised entirely of loans secured by properties in
Canada. Specifically, the certificates are collateralized by 85
fixed-rate mortgage loans, consisting primarily of industrial
(34%), retail (32%), and office (24%) properties, with
concentrations in the provinces of Ontario (44%), British Columbia
(20%), and Alberta (16%). Another strength of the transaction is
that over 99% of the pool is secured by traditional property
types, with less than 1% of the loans secured by hotel properties.


MCDERMOTT INT'L: Completes Financial Restructuring Initiatives
--------------------------------------------------------------
McDermott International Inc. (NYSE:MDR) announced the substantial
completion of the Company's financial restructuring initiative.

The initiative consists of obtaining new financing for each of
McDermott's two consolidated operating subsidiaries, J. Ray
McDermott, S. A., and BWX Technologies Inc., on a stand-alone
basis. The Company believes the new financing arrangements provide
ample liquidity to support the subsidiaries' growth plans,
establish a capital base sufficient for the foreseeable future and
finish certain existing projects.

The financing arrangements which became effective Tuesday include:

-- Issuance and cash settlement of J. Ray's $200 million, 11
   percent senior secured notes due 2013, and

-- A $125 million three-year revolving credit facility for BWXT,
   which can be increased to $150 million

"This is a major achievement for McDermott and its subsidiaries,"
said Francis S. Kalman, executive vice president and chief
financial officer of McDermott. "One of our major corporate goals
for this year was to effectively achieve a financial structure
which would support our operating subsidiaries on a stand-alone
basis. We appreciate the confidence our lenders and investors have
demonstrated in the future of our businesses."

Additionally, J. Ray is actively negotiating a three-year $75
million letter-of-credit facility which it expects to close prior
to year end. Also, McDermott's unconsolidated subsidiary, The
Babcock and Wilcox Company exercised its option to extend the
maturity date of its $227 million revolving credit facility by one
year, to Feb. 22, 2005.

Concurrent with the new financing arrangements which became
effective today, McDermott cancelled its $167.5 million omnibus
revolving credit facility, which was scheduled to expire on April
4, 2004. None of the new facilities are guaranteed by the parent
company, McDermott International Inc.

McDermott International Inc. (S&P, CCC+ Corporate Credit Rating,
Positive), is a leading worldwide energy services company. The
Company's subsidiaries provide engineering, fabrication,
installation, procurement, research, manufacturing, environmental
systems, project management and facility management services to a
variety of customers in the energy and power industries, including
the U.S. Department of Energy.


MEDINEX SYSTEMS: Michele Whatmore Discloses 27.1% Equity Stake
--------------------------------------------------------------
Michele Whatmore beneficially owns 5,734,704 shares of the common
stock of Medinex Systems, Inc., representing 27.1% of the
outstanding common stock shares of the Company.

Ms. Whatmore has actual sole voting and dispositive power over
shares owned by 775464 Alberta Ltd., of which Ms. Whatmore is the
sole stockholder, sole director and President.

The shares reported as beneficially owned are exchangeable shares
issued by Maxus Holdings, Inc., a wholly-owned subsidiary of
Medinex, which are immediately exchangeable  into shares of common
stock of Medinex Systems, Inc. at the option of the holder on a
one share-for-one share basis.  Excludes the 1,911,568 shares held
by 746459 Alberta Ltd., of which Charles Whatmore, Ms. Whatmore's
husband, is the sole stockholder, sole director and President and
as to which Ms. Whatmore disclaims beneficial ownership.  Also
excludes the 1,911,568 shares held by 741257 Alberta Ltd., of
which Rick Shrum, Ms. Whatmore's brother, is the sole stockholder,
sole director and President and as to which Ms.  Whatmore
disclaims beneficial ownership.

Ms. Whatmore is a citizen of Canada.  She is the President of
Medinex Systems, Inc., whose principal business is to distribute
new and used telecommunications equipment and recycle electronic
waste.  The principal address of the Company is 18300 Sutter
Blvd.,  Morgan Hill, California 95037.

Health care technology solutions provider Medinex Systems Inc. on
November 27, 2002, Wednesday, filed for chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court in Boise, Idaho.


MIRANT CORP: Equity Committee Hires Brown Rudnick as Counsel
------------------------------------------------------------
Joan McNiff, Co-Chair of the Official Committee of Equity
Security Holders, relates that Brown Rudnick Berlack Israels LLP
was originally retained to represent an ad hoc committee of the
Mirant Debtors' equity security holders, which was formed after
the Petition Date.  The ad hoc committee played an instrumental
role in urging the formation of the official Equity Committee.  In
Brown Rudnick's capacity as counsel for the ad hoc equity
committee, the firm developed a significant knowledge base
regarding the Debtors' capital and corporate structures.  Brown
Rudnick also began to review the numerous bankruptcy and other
legal issues that will drive the maximization of value to the
equity security holders.  Moreover, Brown Rudnick reviewed the
numerous motions and adversary proceedings that have been filed
in the case and has developed insights into key motions that
remain pending for determination.

By this application, the Equity Committee seeks the Court's
authority to retain Brown Rudnick as its counsel regarding all
matters related to the Debtors' Chapter 11 cases effective
September 17, 2003.

Brown Rudnick agrees to:

   (a) assist and advise the Equity Committee in its discussions
       with the Debtors and other parties-in-interest regarding
       the overall administration of these cases;

   (b) represent the Equity Committee at hearings to be held
       before this Court and communicating with the Equity
       Committee regarding the matters heard and the issues
       raised as well as the decisions and considerations of
       this Court;

   (c) assist and advise the Equity Committee in its examination
       and analysis of the conduct of the Debtors' affairs;

   (d) review and analyze pleadings, orders, schedules and
       other documents filed and to be filed with this Court by
       interested parties in these cases; advising the Equity
       Committee as to the necessity, propriety, and impact of
       the foregoing upon these cases; and consenting or
       objecting to pleadings or orders on behalf of the Equity
       Committee, as appropriate;

   (e) assist the Equity Committee in preparing applications,
       motions, memoranda, proposed orders, and other pleadings
       as may be required in support of positions taken by the
       Equity Committee, including all trial preparation as may
       be necessary;

   (f) confer with the professionals retained by the Debtors
       and other parties-in-interest, as well as with other
       professionals as may be selected and employed by the
       Equity Committee;

   (g) coordinate the receipt and dissemination of information
       prepared by and received from the Debtors' professionals,
       as well as other information that may be received from
       professionals engaged by the Equity Committee or other
       parties-in-interest in these cases;

   (h) participate in examinations of the Debtors and other
       witnesses as may be necessary to analyze and determine,
       among other things, the Debtors' assets and financial
       condition, whether the Debtors have made any avoidable
       transfers of property, or whether causes of action exist
       on behalf of the Debtors' estates;

   (i) negotiate and formulate a plan of reorganization for the
       Debtors; and

   (j) assist the Equity Committee generally in performing other
       services as may be desirable or required for the
       discharge of the Equity Committee's duties pursuant to
       Section 1103 of the Bankruptcy Code.

Howard L. Siegel, Esq., a Partner at Brown Rudnick Berlack
Israels LLP, relates that over the past two decades, Brown
Rudnick has successfully represented official and unofficial
committees of creditors, equity holders, individual creditors,
indenture trustees, acquirers, investors, debtors and other
significant parties in many prominent and complex bankruptcy
cases and out-of-court restructurings.  In fact, Brown Rudnick's
Bankruptcy Reorganization and Capital Restructuring Group is
playing, or has played, a lead role representing official
committees in these prominent Chapter 11 cases, among others:

   * Budget Rent-A-Car Corporation,
   * Comdisco, Inc.,
   * CTC Communications Group, Inc.,
   * Global Crossing, Ltd.,
   * Integrated Resources, Inc.,
   * Mercury Finance Company, and
   * Merry-Go-Round Enterprises, Inc.

In addition, Brown Rudnick also represented, or is representing,
unofficial or ad-hoc committees, as well as individual creditors,
equity holders, and other parties-in-interest, in a similar
roster of prominent in-court and out-of-court matters, including:

   * Avalon Marketing,
   * Circle Express, Inc.,
   * Granite Corporation (Askin Capital Management),
   * Livent, Inc.,
   * Marvel Entertainment Group, Inc.,
   * Mobile Media Communications, Inc.,
   * PSI Net, Inc.,
   * Trans World Airlines, and
   * WorldCom, Inc.

Brown Rudnick also has extensive experience representing market
participants in the restructured electric power industry
including representation of sell-side and buy-side participants
in a number of significant electric generation divestiture
transactions mandated under state deregulation laws, representing
merchant generation developers in all aspects of their
development of new generation facilities and representing owners
and operators of divested and new merchant facilities in
connection with their ongoing operations.  Brown Rudnick's
experience in these areas includes extensive involvement with
transactional matters, energy contract matters, and state and
federal regulatory matters relevant to the merchant power sector
and the interplay between merchant generation owners and
regulated utility interests.

According to Mr. Siegel, Brown Rudnick proposes to render its
services on an hourly basis according to its customary hourly
rates in effect when the services are rendered.  It is
anticipated that the lead attorneys who will represent the Equity
Committee have these hourly rates:

   Edward S. Weisfelner        partner       $675
   Howard L. Siegel            partner        550
   Leslie H. Scharf            associate      395
   Brendan C. Recupero         associate      320

If other attorneys and paraprofessionals need to provide
additional supporting legal services, the range of hourly rates
currently in effect are:

   Attorneys                  $235 - $375
   Paraprofessionals           145 -  220

Brown Rudnick also intends to seek reimbursement of expenses in
accordance with applicable provisions of the Bankruptcy Code, the
Federal Rules of Bankruptcy Procedure, the Local Bankruptcy
Rules, the Court's orders and the U.S. Trustee guidelines.

Mr. Siegel assures the Court that in connection with the Equity
Committee' proposed retention of Brown Rudnick, the firm, as well
as its professionals, has no connection with the Debtors, their
creditors, any other party-in-interest, their respective
attorneys and accountants, the U.S. Trustee or any person
employed in the office of the U.S. Trustee, in matters that are
adverse in these cases.

However, Mr. Siegel discloses that prepetition, Brown Rudnick's
member, Cheryl M. Cronin, represented Mirant New England in
connection with campaign finance issues and as treasurer of
Mirant PAC -- a political action committee.  Attorney Cronin has
withdrawn her representation of Mirant New England and resigned
her position as treasurer in connection with the Equity
Committee's desire to retain Brown Rudnick as its counsel.  With
Ms. Cronin's prior representation, Brown Rudnick is owed $1,110
on account of outstanding invoices.  Brown Rudnick now waives its
general unsecured claim on account of the Outstanding
Obligations. (Mirant Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


MISS. CHEMICAL: Asset Sale Objection Deadline Set for Tomorrow
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
authorized Mississippi Chemical Corporation and its debtor-
affiliates to proceed with an auction to sell the Debtors' equity
interests in nitrogen fertilizer facilities located in the
Republic of Trinidad and Tobago. The sale is free and clear of all
liens and encumbrances.   

Copies of the Auction and Bid Procedures may be obtained
electronically at http://www.bmccorp.net/misschem/

Inquiries concerning the sale may also be directed to the Debtors'
lawyers, James W. O'Mara, Esq., and Douglas C. Noble, Esq., at
Phelps Dunbar LLP.

Any objection to the Sale must be made in writing and filed with
the Clerk of the Bankruptcy Court before 4:00 p.m. Central Time
tomorrow. Copies must also be served on:

        1. Counsel for the Debtors
           Phelps Dunbar LLP
           111 East Street Capitol Street
           Suite 600
           Jackson, MS 39201
                 -or-
           PO Box 23066
           Jackson, MS 39225-3066

        2. Counsel for Harris Trust and Savings Bank
           Chapman and Cutler
           111 W. Monroe Street
           Chicago, IL 6603
           Attn: James E. Spiotto, Esq.
           
                  -and-

           Snow, O'Mara, Stevens & Cannada, PLLC
           PO Box 22567
           Jackson, MS 39225-2567
           Attn: Stephen W. Rosenblatt, Esq.

        3. Counsel for the Official Committee of Creditors
           Orrick, Herrington & Sutcliffe
           666 Fifth Avenue
           New York, NY 10103
           Attn: Thomas L. Kent, Esq.

                   -and-

           Harris Geno, PA
           PO 3919
           Jacksonville, MS 39269
           Attn: Craig M. Geno, Esq.
           
        4. Office of the United States Trustee
           Ronald H. McAlpin, Asst. U.S. Trustee
           Suite 706
           100 W. Capitol Street
           Jackson, MS 39269

        5. Counsel for the Buyer
           Latham & Watkins LLP
           5800 Sears Tower
           233 S. Wacker Drive
           Chicago, IL 60606
           Attn: Josef S. Athanas, Esq.

If no timely objections are received, a preliminary hearing for
the approval of the sale will convene on December 16, 2003, at
2:30 p.m. The Court may enter a final order at that time. If
objections are filed and not withdrawn, a final hearing shall take
place on Dec. 17, 2003, at 9:30 a.m., and if needed, on Dec. 19,
same time.

Mississippi Chemical Corporation, through its direct or indirect
subsidiaries and affiliates, produces and markets all three
primary crop nutrients (nitrogen-phosphorus and potassium-based
products), as well as similar chemicals for industrial uses. The
Company filed for chapter 11 protection on May 15, 2003 (Bankr.
S.D. Miss. Case No. 03-02984).  James W. O'Mara, Esq., at Phelps
Dunbar LLP, represents the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed $552,9342,000 in total assets and $462,496,000 in total
debts.


MKTG SERVICES: Special Shareholders Meeting Set for December 19
---------------------------------------------------------------
A Special Meeting of Stockholders of MKTG SERVICES, INC., a Nevada
corporation, will be held at the offices of Greenberg Traurig,
LLP, 200 Park Avenue, 15th Floor, New York, New York 10166, on
December 19, 2003, at 10:00 a.m., for the following purposes:

     (1) Approve a management proposal to amend the Amended and
         Restated Articles of Incorporation to change the name of
         the Company from "MKTG Services, Inc." to "Media Services
         Group, Inc."

     (2) To transact such other business as may properly come
         before the meeting or any adjournments thereof.

The Board of Directors has fixed the close of business on
November 21, 2003 as the record date for the determination of
stockholders entitled to notice of, and to vote at, the Special
Meeting or any adjournments thereof.

                         *    *    *

On August 12, 2003, MKTG Services, Inc. dismissed
PricewaterhouseCoopers LLP as its independent auditor.  The
Company's dismissal of the Former Auditor was approved by the
entire Board of Directors of the Company upon the recommendation
of the Company's Audit Committee.

The Former Auditor's report on the Company's financial statements
for the year ended June 30, 2002, included a separate paragraph
regarding the Company's ability to continue as a going concern.

In November 2000 and November 2001, the Former Auditor reported
to, and discussed with management of the Company and the Audit
Committee, a material weakness related to certain internal
controls. In particular, the Former Auditor noted that: (a) the
Company did not appear to have formal procedures in place to
ensure that financial management is provided with documents and
sufficiently consulted with regard to the potential accounting
consequences of transactions prior to the finalization of
contracts and agreements, (b) there appeared to be limited control
procedures in place to ensure that financial management is made
aware of all transactions that occur and documentation is received
and reviewed in a timely manner, and (c) that transactions with
financial significance should be discussed with external auditors
prior to finalization. According to MKTG no such comments have
been made by the Former Auditor to the Company since November
2001.

The Company has engaged the firm of Amper, Politziner & Mattia,
P.C., 2015 Lincoln Highway Edison, NJ 08818 as its independent
auditor effective on or about August 19, 2003, to act as its
independent auditor for the fiscal year ending June 30, 2003.


MOODY'S CORP: Increases Regular Quarterly Dividend by 67%
---------------------------------------------------------
The Board of Directors of Moody's Corporation (NYSE: MCO) declared
a regular quarterly dividend of 7.5 cents per share of Moody's
common stock, an increase of 67% from 4.5 cents per share paid in
prior quarters.

This change reflects, among other factors, growth in Moody's
business since the dividend rate was set in 2000 and recent
changes in U.S. tax legislation related to dividends. The dividend
will be payable March 10, 2004 to shareholders of record at the
close of business on February 20, 2004.

Moody's remains committed to returning excess cash to shareholders
through dividends and opportunistic share repurchase.

Moody's Corporation (NYSE: MCO), whose June 30, 2003 balance
sheet shows a total shareholders' equity deficit of $139 million,
is the parent company of Moody's Investors Service, a leading
provider of credit ratings, research and analysis covering debt
instruments and securities in the global capital markets, and
Moody's KMV, a leading provider of market-based quantitative
services for banks and investors in credit-sensitive assets
serving the world's largest financial institutions. The
corporation, which employs approximately 2,100 employees in 18
countries, had reported revenue of $1.0 billion in 2002. Further
information is available at http://www.moodys.com/


MORGAN STANLEY: Fitch Affirms Low-B Ratings on Six Note Classes
---------------------------------------------------------------
Fitch Ratings affirms Morgan Stanley Dean Witter Capital Trust
commercial mortgage pass-through certificates, Series 2001-TOP1 as
follows:

        -- $40.9 million class A-1 'AAA';
        -- $179.4 million class A-2 'AAA';
        -- $138.5 million class A-3 'AAA';
        -- $576 million class A-4 'AAA';
        -- Interest-only class X-1 'AAA';
        -- Interest-only class X-2 'AAA';
        -- $34.7 million class B 'AA';
        -- $31.8 million class C 'A';
        -- $11.6 million class D 'A-';
        -- $27.5 million class E 'BBB';
        -- $10.1 million class F 'BBB-';
        -- $18.8 million class G 'BB+';
        -- $8.7 million class H 'BB';
        -- $5.8 million class J 'BB-';
        -- $5.8 million class K 'B+';
        -- $6.6 million class L 'B';
        -- $3.1 million class M 'B-'.

Fitch does not rate the $9 million class N.

The affirmations reflect the minimal collateral paydown since
issuance. As of the November 2003 distribution date, the
transaction's aggregate principal balance has been reduced by 3.4%
to $1.108 billion from $1.156 billion at issuance.

The master servicer, Wells Fargo Bank, collected year-end 2002
financial statements for 84% of the pool. The YE 2002 debt service
coverage ratio is 1.72 times, an increase from 1.59x at issuance.

Six loans (3.6%) are currently in special servicing. The largest
loan, Highland Station Apartments (1.1%), transferred to special
servicing in July 2003 after the borrower informed the master
servicer it can no longer make its mortgage payments. The loan is
90 days delinquent and the special servicer is evaluating a
variety of workout options. The second largest loan, 731 Market
Street (0.88%), transferred to special servicing October 2002 due
to imminent default. The loan is now in foreclosure and the May
2003 appraisal value indicates that losses are expected.

Fitch reviewed the credit assessments of the following loans:
Santa Monica Place (7.4%), Federal Express Headquarters (3.9%),
Richfield Apartment Portfolio (3.14%), Shoreline Investments V
(2.2%), Wisconsin Trade Center Office Properties (1.4%), and the
Shoreline Investments I (0.69%). The Fitch Stressed DSCR for each
loan is calculated using servicer provided net operating income
less reserves divided by Fitch stressed debt service payment.

The Santa Monica Place loan is secured by 277,171 square feet of
the in-line space in a 560,000 square foot regional mall in Santa
Monica, CA. The YE 2002 DSCR is 1.56x compared to 1.33x at
issuance. However, occupancy as of June 2003 has dropped to 86%
due to a tenant vacating the property.

The Federal Express Headquarters is secured by four office
buildings located in Collierville, Tennessee. YE 2002 DSCR is
1.53x compared to 1.56x at issuance. Occupancy as of YE 2002 is
100%.

The Richfield Apartment Portfolio is secured by five multifamily
complexes comprising 2,732 units in Houston, Texas. The YE 2002
DSCR is 1.47x compared to 1.59x at issuance. The YE 2002 occupancy
is 93%.

The Wisconsin Trade Center Office Properties loan is secured by
two cross-collateralized and cross-defaulted first mortgage liens
on the fee simple interest in three office properties located in
Madison, WI. The YE 2002 DSCR is 2.00x compared to 2.48x at
issuance. The YE 2002 occupancy is 99%.

Based on their stable performance; the Santa Monica Place, Federal
Express Headquarters, Richfield Apartment Portfolio, and Wisconsin
Trade Center maintain their investment grade credit assessments.

The Shoreline Investments I and V are two separate loans secured
by nine research and development properties located within the
Shoreline Business Park in Mountain View, California. The loans
are not cross-collateralized or cross-defaulted. The YE 2002 DSCR
for the Shoreline Investments V loan is 2.23x compared to 2.09x at
issuance. The YE 2002 occupancy is 100%. The Shoreline Investments
V loan maintains its investment grade credit assessment. The YE
2002 DSCR for the Shoreline Investments I loan is 0.98x compared
to 2.45x at issuance. While economic occupancy remains 100%, the
physical occupancy is 42% after a major tenant vacated the
property but continues to pay rent through May 2004. Based on the
declining performance of the Shoreline Investments I loan, its
credit assessment is no longer considered investment grade.

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


MORGAN STANLEY: Fitch Affirms Ratings on 17 Ser. 2001-TOP1 Notes
----------------------------------------------------------------
Fitch Ratings affirms Morgan Stanley Dean Witter Capital Trust
commercial mortgage pass-through certificates, Series 2001-TOP1 as
follows:

        -- $40.9 million class A-1 'AAA';
        -- $179.4 million class A-2 'AAA';
        -- $138.5 million class A-3 'AAA';
        -- $576 million class A-4 'AAA';
        -- Interest-only class X-1 'AAA';
        -- Interest-only class X-2 'AAA';
        -- $34.7 million class B 'AA';
        -- $31.8 million class C 'A';
        -- $11.6 million class D 'A-';
        -- $27.5 million class E 'BBB';
        -- $10.1 million class F 'BBB-';
        -- $18.8 million class G 'BB+';
        -- $8.7 million class H 'BB';
        -- $5.8 million class J 'BB-';
        -- $5.8 million class K 'B+';
        -- $6.6 million class L 'B';
        -- $3.1 million class M 'B-'.

Fitch does not rate the $9 million class N.

The affirmations reflect the minimal collateral paydown since
issuance. As of the November 2003 distribution date, the
transaction's aggregate principal balance has been reduced by 3.4%
to $1.108 billion from $1.156 billion at issuance.

The master servicer, Wells Fargo Bank, collected year-end 2002
financial statements for 84% of the pool. The YE 2002 debt service
coverage ratio is 1.72 times, an increase from 1.59x at issuance.

Six loans (3.6%) are currently in special servicing. The largest
loan, Highland Station Apartments (1.1%), transferred to special
servicing in July 2003 after the borrower informed the master
servicer it can no longer make its mortgage payments. The loan is
90 days delinquent and the special servicer is evaluating a
variety of workout options. The second largest loan, 731 Market
Street (0.88%), transferred to special servicing October 2002 due
to imminent default. The loan is now in foreclosure and the May
2003 appraisal value indicates that losses are expected.

Fitch reviewed the credit assessments of the following loans:
Santa Monica Place (7.4%), Federal Express Headquarters (3.9%),
Richfield Apartment Portfolio (3.14%), Shoreline Investments V
(2.2%), Wisconsin Trade Center Office Properties (1.4%), and the
Shoreline Investments I (0.69%). The Fitch Stressed DSCR for each
loan is calculated using servicer provided net operating income
less reserves divided by Fitch stressed debt service payment.

The Santa Monica Place loan is secured by 277,171 square feet of
the in-line space in a 560,000 square foot regional mall in Santa
Monica, CA. The YE 2002 DSCR is 1.56x compared to 1.33x at
issuance. However, occupancy as of June 2003 has dropped to 86%
due to a tenant vacating the property.

The Federal Express Headquarters is secured by four office
buildings located in Collierville, Tennessee. YE 2002 DSCR is
1.53x compared to 1.56x at issuance. Occupancy as of YE 2002 is
100%.

The Richfield Apartment Portfolio is secured by five multifamily
complexes comprising 2,732 units in Houston, Texas. The YE 2002
DSCR is 1.47x compared to 1.59x at issuance. The YE 2002 occupancy
is 93%.

The Wisconsin Trade Center Office Properties loan is secured by
two cross-collateralized and cross-defaulted first mortgage liens
on the fee simple interest in three office properties located in
Madison, WI. The YE 2002 DSCR is 2.00x compared to 2.48x at
issuance. The YE 2002 occupancy is 99%.

Based on their stable performance; the Santa Monica Place, Federal
Express Headquarters, Richfield Apartment Portfolio, and Wisconsin
Trade Center maintain their investment grade credit assessments.

The Shoreline Investments I and V are two separate loans secured
by nine research and development properties located within the
Shoreline Business Park in Mountain View, California. The loans
are not cross-collateralized or cross-defaulted. The YE 2002 DSCR
for the Shoreline Investments V loan is 2.23x compared to 2.09x at
issuance. The YE 2002 occupancy is 100%. The Shoreline Investments
V loan maintains its investment grade credit assessment. The YE
2002 DSCR for the Shoreline Investments I loan is 0.98x compared
to 2.45x at issuance. While economic occupancy remains 100%, the
physical occupancy is 42% after a major tenant vacated the
property but continues to pay rent through May 2004. Based on the
declining performance of the Shoreline Investments I loan, its
credit assessment is no longer considered investment grade.

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


NATIONAL STEEL: MSISF Wants Payment of $5 Million Admin. Claim
--------------------------------------------------------------
Minnesota Self-Insurer's Security Fund was established as a non-
profit corporation pursuant to the Minnesota Non-profit
Corporation Act.  Section 79A.09 subd.1 of the Minnesota Statute
requires that "each private self-insurer who is self-insured on
July 1, 1988, or who becomes self-insured thereafter, will
participate as a member in the security fund.  This participation
shall be a condition of maintaining its certificate to self-
insure."  In the event that the self-insurer becomes insolvent,
the security fund will assume the workers' compensation
obligations of the insolvent private self-insurer.  Once the
security fund assumes the workers' compensation obligations of
the insolvent self-insurer, the proceeds of the surety bond or
other insurance funds will be paid to the security fund instead
of the bankrupt or insolvent private self-insurer.  The security
fund also possesses the right to recover the compensation paid
and the liability it assumed.

David Newby, Esq., at McCarthy Duffy, in Chicago, Illinois,
relates that in the early 1978, National Steel Pellet Company
filed an employer's Application for Exemption from insuring
liability for workers' compensation with the Minnesota Department
of Labor and Industry.  On April 26, 1978, National Steel
Corporation's Board of Directors passed a resolution wherein
National Steel agreed to assume the Minnesota Workers'
Compensation obligations of N.S. Pellet.

Mr. Newby tells the Court that in the summer of 1978, a surety
bond equal to $500,000 was filed with the Labor Department by
Safeco Insurance Company, listing N.S. Pellet and a couple of
other companies as principals.

Effective July 9, 1978, National Steel assumed N.S. Pellet's
insurance obligations.  On July 11, 1978, the Labor Department
issued its Order exempting N.S. Pellet from insuring workers'
compensation liability effective July 9, 1978.  On September 1,
1978, a rider to the surety bond increased the penal amount to
$2,500,000.  Safeco filed a new $2,000,000 surety bond effective
July 9, 1980, with the listing of the principals inclusive of
N.S. Pellet and National Steel.  On February 9, 2000, St. Paul
Fire & Marine Insurance Company issued a surety bond amounting to
$4,827,130 with the principal listed as National Steel.

After the Petition Date, N.S. Pellet continued to honor its
workers' compensation obligations.  Accordingly, the Commissioner
of Commerce did not take any action with respect to the posted
security provided by N.S. Pellet.  Then on June 13, 2003, Mr.
Newby reports that National Steel defaulted on its workers'
compensation obligations.  On June 13, 2003, the Commissioner of
Commerce issued a Certificate of Default and Order requiring
MSISF to pay National Steel's workers' compensation obligations.

On July 15, 2003, the Court signed a Stipulation and Order
relating to the settlement of St. Paul Fire's allowed
administrative expense claim.  That Stipulation addressed the
treatment of six surety bonds the Debtors obtained from St. Paul
Fire to a number of obliges as administrative claims.  MSISF has
since undertaken National Steel's liabilities.  This assumption
of liability authorizes and requires MSISF to now pay the
Minnesota workers' compensation claims of National Steel, and
more particularly, N.S. Pellet, for injuries that were incurred
from and after July 9, 1978 through June 13, 2003.

Pursuant to Section 79A.11 of the Minnesota Statute, MSISF has a
claim for reimbursement for any obligations incurred with respect
to National Steel's workers' compensation claim.  This claim is
secured by the posted security.  To the extent that the workers'
compensation liability exceeds the posted security, MSISF's
claims will be unsecured.  The Department of Commerce received
payment of 50% of the penal sum of the bond by St. Paul Fire, as
provided by current law, and has transferred that sum to MSISF
for payment of claims.

By this motion, MSISF seeks the allowance and payment of its
workers' compensation claims as an administrative claim for
$5,000,000.

According to Mr. Newby, the Debtors and St. Paul Fire
contemplated the necessity of certain expenses to continue
postpetition operations.  Bond No. KA3408 is the surety bond
secured for MSISF's benefit.

Mr. Newby points out that the Debtors recognized the necessity of
the workers' compensation coverage to continue postpetition
operations.  Upon National Steel's default on payment of the
workers' compensation claims, MSISF was required to draw down on
the amount of the surety bond.  To date, only half of the surety
bond has been paid to MSISF for the liability of National Steel's
workers' compensation claims.  MSISF is entitled to the remainder
of the penal sum of the bond and that amount should be allowed
and paid as an administrative claim expense.  Any additional
obligations MSISF must pay for the workers' compensation claims
above the amount of the surety bond will also be allowed.  The
initial estimate indicates that MSISF's liabilities will exceed
the amount of the posted security.  MSISF is waiting for further
information to determine the liability potential on the workers'
compensation claims.  Additionally, MSISF reserves the right to
amend the dollar amount of the claims at any time.

Moreover, Mr. Newby asserts that the Debtors are obligated to
reimburse MSISF for costs incurred in adjusting and otherwise
administering their workers' compensation claims.  MSISF has been
incurring the administrative costs since June 13, 2003.  The
costs of administration are generally 10% of the total workers'
compensation liability.  As a result, because the estimated
workers' compensation liability is estimated as $9,000,000, the
cost of administration is roughly $900,000. (National Steel
Bankruptcy News, Issue No. 40; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


NICKELS MIDWAY: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Nickels Midway Pier, LLC
        3500 Boardwalk
        Wildwood, New Jersey 08260

Bankruptcy Case No.: 03-49462

Type of Business: Amusement center.

Chapter 11 Petition Date: December 8, 2003

Court: District of New Jersey (Camden)

Judge: Gloria M. Burns

Debtor's Counsel: Michael A. Zindler, Esq.
                  Teich Groh Frost and Zindler
                  691 State Highway 33
                  Trenton, NJ 08619
                  Tel: 609-890-1500

Total Assets: $4,150,000

Total Debts:  $3,320,293

Debtor's 19 Largest Unsecured Creditors:

Entity                                  Claim Amount
------                                  ------------
RE Enterprises                               $37,038

A.I. Credit Corp.                             $6,298

AFCO                                          $4,000

Parker Duryee Rosoff Haft                     $3,518

United Insurance Consultants                  $2,500

Kenneth Calloway                              $1,500

Stefankiewicz & Barnes                        $1,452

Greenblatt & Laube, PC                        $1,230

Uniscribe Professional Services,              $1,043
Inc.

Lucent Technologies                           $1,039

Proformance Insurance Company                 $1,003

Cooper Perskie & Co.                            $838

Cape Phone Service                              $700

Stagliano & DeWeese, PA                         $610

GWHMA                                           $447

Pagenet of Philadelphia                         $407

Verizon                                         $403

The Galvin Law Firm                             $175

Advantage Rental & Sales                        $172


NRG ENERGY: S&P Affirms B+ Rating After Conclusion of Chap. 11
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to NRG Energy Inc.

At the same time, Standard & Poor's assigned its 'BB' bank loan
rating and its recovery rating of '1' to NRG's proposed $1.2
billion first priority senior secured term loan B and revolving
credit facility due 2010 and 2006, respectively. The '1' recovery
rating indicates a high expectation of full recovery of principal.

Standard & Poor's also assigned its 'B+' rating to NRG's proposed
$1.0 billion second-priority senior secured bonds due 2013. Based
on its recovery analysis, Standard & Poor's believes that second
priority bondholders can expect meaningful recovery of principal.

Furthermore, Standard & Poor's assigned its 'B' rating to NRG's
proposed $500 million unsecured plan of reorganization notes due
2010.

Should the proposed amount of the first priority debt change, the
rating will change.

The outlook is stable.

"The stable outlook reflects our view that NRG's credit quality
should not significantly deteriorate in the short term," said
Standard & Poor's credit analyst Arleen Spangler.

"There is little room for a ratings upgrade in the near term,
however, based on the high business risk of operating as
predominantly a merchant generator where cash flows may be
volatile," added Ms. Spangler.

NRG, previously a 100% owned subsidiary of Xcel Energy Inc., filed
for bankruptcy protection on May 14, 2003. NRG emerged from
bankruptcy as a separate, reorganized company on Dec. 5, 2003.

NRG is engaged in the ownership and operation of U.S. merchant
power generating facilities, thermal production and resource
recovery facilities, and various international independent power
producers.


OUTSOURCING SOLUTIONS: Successfully Emerges from Chapter 11
-----------------------------------------------------------
Outsourcing Solutions Inc., has emerged from Chapter 11 with a
strong balance sheet and strategic plan for long-term growth. The
company's growth plan includes a new multi-year, $90 million
credit facility from Merrill Lynch for the purchase of portfolios
of charged-off receivables, also effective today.

"The fact that we were able to move through the Chapter 11 process
in less than seven months is truly an accomplishment," said Kevin
T. Keleghan, president and CEO. "We emerge with the strongest
balance sheet in our history and the resources to further develop
our position as a leading provider of business process outsourcing
services across the credit-to-cash cycle. I could not be more
optimistic or excited about the future of this company."

The $90 million credit facility with Merrill Lynch is an important
part of that future, Keleghan said. "It positions OSI as one of
the leading portfolio purchasers in the United States. This
agreement, combined with our extensive portfolio expertise, re-
establishes us as a major player in this industry and gives us
great potential for additional growth."

OSI's Chapter 11 plan of reorganization was formally confirmed on
October 15, 2003, by the U.S. Bankruptcy Court for the Eastern
District of Missouri in St. Louis, the Honorable Barry S. Schermer
presiding. As previously announced, under the terms of the plan of
reorganization, OSI emerges with a strong balance sheet, including
long-term debt of approximately $175 million, compared with $600
million in debt at the time of the Chapter 11 filing in May.

OSI's secured creditors now will receive approximately 69 percent
of the reorganized company's fully diluted common stock. The
company's former Senior Subordinated Noteholders and certain other
unsecured creditors will receive approximately 5 percent of the
reorganized company's common stock, and 7.5 percent of the common
stock of the reorganized company will be held by the company's
management. In addition, Madison Dearborn Partners, one of the
largest private equity firms in the U.S., will receive shares
convertible into approximately 18.5 percent of the reorganized
company's common stock in return for a new capital investment of
$10 million.

"Our new investment in OSI reflects our belief that the company's
restructured balance sheet, strong operations, excellent
management team, and industry leadership position it for
significant growth," said Paul Wood, managing director of Madison
Dearborn Partners. "In particular, OSI now has the financial
strength to realize the growth potential of its strategic array of
receivables management services. And we believe its re-entry into
the portfolio purchasing business through its agreement with
Merrill Lynch is an important element of that growth potential."

Keleghan said he sees a broad range of growth opportunities for
the company. "OSI has strengthened itself financially and
operationally. Over the last several years, we've built a
capability to offer receivables management services that go far
beyond just late-stage bill collection. Today, we cover the entire
credit-to-cash cycle and focus on providing early-stage services -
helping clients welcome their new customers, handling billing, and
managing the customer relationship - which decrease the need for
late-stage collections.

"Looking ahead, in addition to our renewed portfolio purchasing
capabilities, we expect to build on our solid foundation by
maximizing specific opportunities in the bank card, healthcare,
and government sectors among others; increasing focus on meeting
the demands of small- and mid-size businesses; and further
expanding our suite of early-stage services."

OSI is a leading business process outsourcing (BPO) firm providing
receivables management services, which link a company's cash flow
objectives with credit management policies from beginning to end
of the credit-to-cash cycle. By improving the revenue cycle, OSI
enhances the financial performance of America's leading companies,
as well as government entities, healthcare providers, educational
institutions, and other credit grantors. With industry-specific
strategies and services, OSI delivers results that improve the
bottom line through accelerated cash flow, lower operating costs,
reduced bad debt expense, and improved customer retention. St.
Louis-based OSI provides receivables management outsourcing to a
blue-chip roster of Fortune 500 clients. For more information
about OSI, visit http://www.osioutsourcing.com/


PANTRY INC: Files SEC Form S-3 for Proposed Secondary Offering
--------------------------------------------------------------
The Pantry, Inc. (NASDAQ: PTRY), the leading convenience store
operator in the southeastern U.S., filed a registration statement
with the Securities and Exchange Commission relating to a proposed
secondary offering of 5 million shares of its common stock.

Substantially all of the shares are being offered by investment
funds affiliated with Freeman Spogli & Co., and the remaining
shares are being offered by certain other stockholders of the
Company. The Company will receive no proceeds from this offering.

The selling stockholders have granted an option to the
underwriters to purchase up to an additional 750,000 shares to
cover over-allotments, if any. In the offering, investment funds
affiliated with Freeman Spogli & Co. intend to sell shares
representing approximately 25% of The Pantry, Inc., and following
this offering, investment funds affiliated with Freeman Spogli &
Co., will continue to own more than 42% of The Pantry, Inc. common
stock assuming no exercise of the underwriters' over-allotment
option.

Merrill Lynch & Co. will serve as sole book-running manager for
the offering, with Goldman, Sachs & Co. acting as co-lead manager.
Copies of the prospectus related to the offering, when available,
may be obtained from the offices of Merrill Lynch & Co., 4 World
Financial Center, New York, New York 10080.

A registration statement relating to these shares has been filed
with the Securities and Exchange Commission, but has not yet
become effective. These securities may not be sold, nor may offers
to buy be accepted, prior to the time the registration statement
becomes effective.

Headquartered in Sanford, North Carolina, The Pantry, Inc. (S&P,
B+ Corporate Credit Rating) is the leading convenience store
operator in the southeastern United States and one of the largest
independently operated convenience store chains in the country,
with net sales for fiscal year 2003 of approximately $2.8 billion.
As of September 25, 2003, the Company operated 1,259 stores in ten
states under a number of banners including The Pantry(R),
Kangaroo(R), Smokers Express(R), Handy Way(R), and Lil Champ Food
Store(R). In October 2003, the Company acquired 138 additional
convenience stores that operate under the Golden Gallon(R) banner.

The Pantry's stores offer a broad selection of merchandise, as
well as gasoline and other ancillary services designed to appeal
to the convenience needs of its customers.


PEABODY ENERGY: B. R. Brown Elected to Board of Directors
---------------------------------------------------------
The board of directors of Peabody Energy has elected B. R. (Bobby)
Brown as a director, replacing Bernard J. Duroc-Danner.

"The Peabody board of directors welcomes Bobby Brown, whose
lifetime of industry experience will further improve our focus on
safe, low-cost operations," said Chairman and Chief Executive
Officer Irl F. Engelhardt.  "We are also grateful for the service
of Bernard J. Duroc-Danner, who has chosen to step down in light
of his extensive business commitments."

Mr. Brown served as Chairman, President and Chief Executive
Officer of Consol Energy, Inc. and its predecessor companies from
1977 to 1999.  He also was Senior Vice President of DuPont,
Consol's controlling shareholder, from 1982 to 1992.  Mr. Brown's
experience includes Senior Vice President at Conoco and President
and Chief Executive Officer of Remington Arms Co., Inc.  He is
currently a director of Remington Arms and Delta Trust Bank and is
a former director of PNC Bank and Carnegie Mellon University.  Mr.
Brown is an inductee in the West Virginia Mining Hall of Fame and
a recipient of the Distinguished Service Award from the National
Mining Association.

Peabody Energy (NYSE: BTU) is the world's largest private-sector
coal company, with 2002 sales of 198 million tons of coal and $2.7
billion in revenues.  Its coal products fuel more than 9 percent
of all U.S. electricity generation and more than 2 percent of
worldwide electricity generation.

                  PEABODY ENERGY BOARD OF DIRECTORS

B. R. (Bobby) Brown served as Chairman, President and Chief
Executive Officer of Consol Energy, Inc. and its predecessor
companies from 1977 - 1999. He also was Senior Vice President of
DuPont, Consol's controlling shareholder, from 1982 - 1992.  
Mr. Brown's experience includes Senior Vice President at Conoco
and President and Chief Executive Officer of Remington Arms Co.,
Inc. He is currently a director of Remington Arms and Delta Trust
Bank and is a former director of PNC Bank and Carnegie Mellon
University.  Mr. Brown is an inductee in the West Virginia Mining
Hall of Fame and a recipient of the Distinguished Service Award
from the National Mining Association.

Irl F. Engelhardt is Chairman and Chief Executive Officer of
Peabody Energy. He joined the company in 1979 after a decade of
management consulting experience and held various officer-level
positions prior to being named Chief Executive Officer in December
1990.  His business experience includes: Group Executive and
Director of Hanson Industries; Co-Chief Executive Officer of The
Energy Group; Chairman of Cornerstone Construction and Materials;
Chairman of Suburban Propane; Chairman of Citizens Power; and
Chairman of Peabody Resources Limited (Australia).  He received a
bachelor of science degree in accounting from the University of
Illinois in 1968 and a master's in business administration from
Southern Illinois University in 1971.  Among a number of industry
leadership positions, he is Chairman of the Center for Energy and
Economic Development, Co-Chairman of the Coal Based Generation
Stakeholders Group and the National Mining Association's
Sustainable Development Committee and Health Reform Committee and
a member of The Business Roundtable and the Conservation Fund's
Corporate Council.  Mr. Engelhardt is also a Director of U.S. Bank
N.A. in St. Louis and serves on the board of a number of civic
organizations.

William E. (Wilber) James is a Founding Partner of RockPort
Capital Partners LLC, a venture fund specializing in energy and
environmental technology and advanced materials.  He is also
Chairman of RockPort Group, an international oil trading and
investment banking company.  Prior to joining RockPort, Mr. James
co-founded and served as Chairman and Chief Executive Officer of
Citizens Power LLC, a leading power marketer.  Previously, Mr.
James was a co-founder of the non-profit Citizens Energy
Corporation and served as Chairman and Chief Executive Officer of
Citizens Corporation, its for-profit subsidiary, from 1987 to
1996.  Mr. James holds a bachelor of arts degree from Colorado
College.  He serves on the board of directors of the African
Wildlife Foundation, the National Peace Corps Association's
Advisory Council and the Cape Ann Historical Association.

Robert B. Karn III is a financial consultant and former managing
partner in financial and economic consulting with Arthur Andersen
in St. Louis. Before retiring from Andersen five years ago, Mr.
Karn served in a variety of accounting, audit and financial roles
over a 33-year career, including Managing Partner in charge of the
global coal mining practice from 1981 through 1998.  He is a
Certified Public Accountant and has led a number of civic
organizations.  Mr. Karn serves on the board of directors of
Natural Resource Partners, a coal-oriented master limited
partnership that trades on the New York Stock Exchange.

Henry (Jack) E. Lentz is a consultant to Lehman Brothers Inc.  He
joined Lehman Brothers in 1971 and became a Managing Director in
1976.  In 1988, Mr. Lentz left Lehman Brothers to serve as Vice
Chairman of Wasserstein Perella Group, Inc.  In 1993, he returned
to Lehman as a Managing Director and served as head of the firm's
worldwide energy practice.  In 1996, he joined the Merchant
Banking Group as a Principal and in 2003 became a consultant to
the Merchant Banking Group.  Mr. Lentz is currently a director of
Rowan Companies, Inc. and Curbo Ceramics, Inc.  Mr. Lentz holds an
MBA from the Wharton School of Business at the University of
Pennsylvania.

William C. Rusnack is the former President and Chief Executive
Officer of Premcor Inc.  Prior to joining Premcor in April 1998,
Mr. Rusnack was President of ARCO Products Company, the refining
and marketing division of Atlantic Richfield Company.  During his
31-year career at ARCO, he was also President of ARCO
Transportation Company and Vice President of Corporate Planning.  
Mr. Rusnack is a member of the American Petroleum Institute as
well as a member of the Dean's Advisory Council of the Graduate
School of Business at the University of Chicago and the National
Council of the Olin School of Business at Washington University in
St. Louis.  He serves on a number of civic and corporate boards,
including Sempra Energy, The Urban League of Metropolitan St.
Louis, the St. Louis Science Center and the St. Louis Opera
Theatre.  He holds a bachelor of science in general chemistry from
Indiana University of Pennsylvania and an MBA from the University
of Chicago.

Dr. James R. Schlesinger is Chairman of the Board of Trustees of
the MITRE Corporation.  He also serves as Counselor to the Center
for Strategic and International Studies.  Dr. Schlesinger served
as Secretary of Energy from 1977 to 1979.  He held senior
executive positions for three U.S. Presidents, serving as Chairman
of the U.S. Atomic Energy Commission from 1971 to 1973, Director
of the Central Intelligence Agency in 1973 and Secretary of
Defense from 1973 to 1975.  Prior positions include Assistant
Director of the Office of Management and Budget, Director of
Strategic Studies at the Rand Corporation, Associate Professor of
Economics at the University of Virginia and Board of Governors of
the Federal Reserve System.  Dr. Schlesinger holds bachelor of
arts, master's and doctoral degrees from Harvard University.  He
is a trustee at the Atlantic Council, Center for Global Energy
Studies; a fellow of the National Academy of Public
Administration; and a member of the American Academy of Diplomacy.

Dr. Blanche M. Touhill is Chancellor Emeritus and Professor
Emeritus at the University of Missouri - St. Louis.  Dr. Touhill
began her career in education at Queens College, City University
of New York, before joining UMSL as an assistant professor.  Dr.
Touhill was named Vice Chancellor for Academic Affairs in 1987 and
assumed the responsibilities of Interim Chancellor in 1990.  She
was named Chancellor in 1991.  Dr. Touhill holds bachelor's and
doctoral degrees in history and a master's degree in geography
from St. Louis University.  Dr. Touhill has served on a number of
civic and corporate boards, including Trans World Airlines, Delta
Dental, the Urban League of St. Louis, Civic Progress and the
Missouri Botanical Gardens.  In 1997, she was named the St. Louis
Citizen of the Year.

Sandra Van Trease is President of UNICARE, one of the fastest-
growing segments of Wellpoint Health Networks, Inc.  Wellpoint is
a large health insurance company, based in California, which last
year purchased RightCHOICE Managed Care, Inc.  Ms. Van Trease held
the positions of President and Chief Operating Officer and
previously Executive Vice President and Chief Financial Officer of
RightCHOICE.  Prior to joining RightCHOICE in 1994, she was a
Senior Audit Manager with Price Waterhouse.  She is a Certified
Public Accountant and Certified Management Accountant.  Ms. Van
Trease serves on the boards of a number of civic organizations in
the St. Louis area and on U.S. Bancorp's St. Louis board of
directors.

Alan H. Washkowitz is a Managing Director of Lehman Brothers Inc.
and the head of the firm's Merchant Banking Group, responsible for
the oversight of Lehman Brothers Merchant Banking Partners II L.P.  
Mr. Washkowitz joined Kohn Loeb & Co. in 1968 and became a general
partner of Lehman Brothers in 1978 when Kuhn Loeb & Co. was
acquired.  Prior to joining the Merchant Banking Group, Mr.
Washkowitz headed Lehman Brothers' Financial Restructuring Group.
He is currently a director of CP Kelco Inc., L-3 Communications
Corporation and K&F Industries, Inc.  Mr. Washkowitz holds an MBA
from Harvard University and a Juris Doctorate from Columbia
University.

Peabody Energy (NYSE: BTU) (Fitch, BB+ Credit Facility and BB
Senior Unsecured Debt Ratings, Positive Outlook) is the world's
largest private-sector coal company, with 2002 sales of 198
million tons of coal and $2.7 billion in revenues.  Its coal
products fuel more than 9 percent of all U.S. electricity
generation and more than 2 percent of worldwide electricity
generation.


PEABODY ENERGY: Unit Proposes to Sell 1 Million Common Units
------------------------------------------------------------
Penn Virginia Resource Partners, L.P. (NYSE: PVR) announced that
Peabody Natural Resources Company, an affiliate of Peabody Energy
Corporation (NYSE: BTU), has advised PVR that it proposes to offer
to sell in an underwritten public offering 1,000,000 of its
2,710,458 common units, plus up to 150,000 common units subject to
an over-allotment option.

PVR anticipates the offering will be made during the week of
December 8, 2003.  PVR will not receive any proceeds from this
offering.

Penn Virginia Resource Partners, L.P. (NYSE: PVR) is a master
limited partnership formed by Penn Virginia Corporation (NYSE:
PVA) to manage coal properties and related assets.  PVR also
provides fee-based coal preparation and transportation facilities
to some of its lessees to enhance their production levels and to
generate additional coal services revenues.  In addition to the
coal business, PVR generates revenues from the sale of timber
growing on its properties.  PVR is headquartered in Radnor, PA.

Peabody Energy (NYSE: BTU) (Fitch, BB+ Credit Facility and BB
Senior Unsecured Debt Ratings, Positive Outlook) is the world's
largest private-sector coal company, with 2002 sales of 198
million tons of coal and $2.7 billion in revenues.  Its coal
products fuel more than 9 percent of all U.S. electricity
generation and more than 2 percent of worldwide electricity
generation.


PEP BOYS: S&P Affirms BB- Rating over Adequate Credit Measures
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Pep
Boys-Manny, Moe & Jack, including the 'BB-' corporate credit
rating. The ratings were removed from CreditWatch, where they were
placed with negative implications Sept. 23, 2003. The outlook is
negative. Approximately $534 million of debt is affected by this
action.

"The ratings affirmation reflects Pep Boys' satisfactory credit
protection measures (excluding nonrecurring charges taken in 2003)
for the rating and a leading diversified operating format in both
the do-it-yourself and service segments of the auto parts retail
business," explained Standard & Poor's credit analyst Patrick
Jeffrey. "The negative outlook reflects soft sales trends, the
need to invest capital in its existing store base to improve soft
sales trends, and significant annual debt maturities."

The ratings on Pep Boys reflect the risks of operating in the
highly competitive and consolidating auto parts retail segment,
the company's challenges in expanding its service segment, the
need to invest capital in its store base, high leverage, and
significant debt maturities. These risks are somewhat mitigated by
the company's leading and diversified market position in the auto
parts retail sector.

Liquidity is provided by a $225 million revolving credit facility
that matures in 2008. The company had $34 million of cash as of
Nov. 1, 2003. Pep Boys has also generated about $95 million of
free cash flow in 2002 and redeemed $75 million of notes on May
15, 2003.

Pep Boys faces more than $100 million of annual debt maturities
and term loan amortizations through 2007. These obligations will
require the company to continue to generate positive free cash
flow and maintain sufficient availability under its bank
facilities.


PERKINELMER: Fitch Affirms Low-B Senior Debt & Bank Loan Ratings
----------------------------------------------------------------
Fitch Ratings has affirmed PerkinElmer, Inc.'s 'BB+' senior
secured debt rating, 'BB+' bank loan rating, and 'BB-' senior
subordinated debt rating. The ratings apply to approximately $570
million in senior secured and senior subordinated debt. The Rating
Outlook is Stable.

PerkinElmer experienced a difficult year in 2002, as a sustained
downturn in demand from many end-markets impacted the company's
operations to the point of creating liquidity issues. The ratings
reflect the necessary steps that the company undertook to
successfully address the concerns, specifically removing a
potential liquidity crunch through refinancing of the capital
structure, and reducing operating costs through restructuring
actions and working capital improvements.

Fitch recognizes that the successful execution of a refinancing
strategy, commenced in the third quarter of 2002, and effectively
ending with the pay down of all outstanding zero convertible debt
on August 7, 2003, yielded a stronger balance sheet with a lower
overall debt level, stronger liquidity, and a debt maturity
schedule with no significant obligations until 2008. Liquidity is
provided by an increasing cash balance of approximately $141
million at the end of the third quarter, and through a $100
million secured revolving credit facility and a receivables
program with $65 million capacity. At the end of the third
quarter, there were no outstanding balances against the revolving
credit facilities, and $50 million funded under the receivables
program. Credit metrics have strengthened since the end of 2002
bolstered by $50 million of optional prepayments of the secured
term loan through the first nine months of 2003. Leverage,
determined by debt-to-latest 12-month EBITDA, was 3.0 times at
9/28/03. Credit metrics are expected improve in the intermediate-
term, as excess cash flows are applied to debt reduction. However,
the secured credit facilities contain certain covenants that place
requirements on excess cash flow, which could hamper aggressive
growth strategies.

The current ratings reflect PerkinElmer's continued pursuit of
cost reduction initiatives, namely headcount reductions, facility
rationalizations, and procurement savings. The benefits of the
restructuring and cost containment activities are materializing in
2003, as operating and EBITDA margins have sequentially improved
quarter-to-quarter from those at the end of 2002. Fitch looks
favorably on management's focus on free cash flow, resulting in
positive cash generation throughout 2003 despite a challenging
macroeconomic environment. Although PerkinElmer has a leaner
operating structure after the restructuring activities, positive
rating action is tempered until a sustained turnaround in demand
from key end-markets occurs, thus allowing the company to leverage
the leaner organization. PerkinElmer's light debt maturity
schedule extends the timeframe that the company can wait for a
recovery of its key end-markets. Fitch will continue to monitor
key end-market demand for sustained stabilization or possible
recovery.

PerkinElmer's financial history relies on growth from an
acquisition strategy directed to large opportunities. The
company's current strategy focused on small to mid-sized
acquisitions may not continue after the company strengthens from
an improved capital structure and a stronger macroeconomic
environment. If a large acquisition is contemplated in the
intermediate term to be financed through debt, a review of the
credit would follow. The ratings also account for the company's
strong reputation and market leading positions in instrumentation.


PETRO STOPPING: Extends & Amends Senior Discount Notes Offering
---------------------------------------------------------------
Petro Stopping Centers Holdings L.P. and Petro Holdings Financial
Corporation (S&P, B Corporate Credit Rating, Negative) announced
an extension and amendment of the pending offer and consent
solicitation with respect to all of their outstanding $113,370,000
aggregate principal amount at maturity senior discount notes due
2008 (CUSIP No. 71646DAE2 and ISIN No. US71646DAE22). Petro
Warrant Holdings Corporation also announces the extension of the
consent solicitation with respect to all of its outstanding
warrants (CUSIP No. 716457114, ISIN No. 7164571140).

The Issuers are now offering holders of the Existing Notes a
choice of either (1) an all-cash option or (2) a new note and cash
option, as follows:

-- Cash Option: $670 in cash for each $1,000 principal amount at
   maturity ($919.09 in accreted value as of Dec. 31, 2003) of
   Existing Notes tendered and accepted in the offer; or

-- New Note and Cash Option: $1,001.31 in principal amount at
   maturity ($833.70 in initial accreted value at Dec. 31, 2003)
   of new senior third secured notes due 2014 of the Issuers and
   $85.39 in cash for each $1,000 principal amount at maturity
   ($919.09 in accreted value at Dec. 31, 2003) of Existing Notes
   tendered and accepted in the Offer. The New Notes will accrete
   in value until April 30, 2009, at a rate of 3.5% per annum. In
   addition, the New Notes will bear cash interest at a rate of 5%
   per annum until April 30, 2009, and thereafter will bear cash
   interest at the rate of 11% per annum. The New Notes will be
   callable at 100% of accreted value until April 30, 2009, and
   thereafter for 100% of the aggregate principal amount at
   maturity.

The Issuers continue to solicit consents from holders of the
Existing Notes to certain proposed amendments to the indenture
governing the Existing Notes that would eliminate substantially
all of the covenants and events of default. Petro Warrant Holdings
Corporation continues to solicit consent from holders of the
warrants for common stock of Petro Warrant Holdings Corporation to
certain proposed amendments to the warrant agreement under which
the warrants were issued that would extend the mandatory purchase
date of the warrants by Petro Warrant Holdings Corporation from
Aug. 1, 2004, to Oct. 1, 2009.

The expiration date for the offer and consent solicitation has
been extended from 5:00 p.m. New York City time on Dec. 9, 2003,
to 5:00 p.m. New York City time on Dec. 24, 2003, unless further
extended. As of 5:00 p.m. on Dec. 9, 2003, the Issuers had
received tenders from holders of approximately $51,000 principal
amount at maturity of the Existing Notes in connection with the
original offer, and Petro Warrant Holdings Corporation had
received consents from holders of approximately 53.1% of its
outstanding warrants. The Issuers will return tendered Existing
Notes to holders that have tendered pursuant to the original
offer. Such holders of the Existing Notes must resubmit tenders
and instructions under the amended offer. Any consents provided,
and any tenders of Existing Notes made after Dec. 10, 2003, may
not be withdrawn.

The Issuers anticipate that their largest bondholder, representing
approximately 54% of the outstanding principal amount of the
Existing Notes, will tender all of its Existing Notes into the
offer and elect the New Note and Cash Option.

In connection with the offer, Petro Stopping Centers Holdings L.P.
and its subsidiaries intend to refinance substantially all their
existing debt in order to extend their debt maturities, to
increase their financial flexibility and to take advantage of
current conditions in the debt markets.

Informational documents relating to the offer will only be
distributed to eligible investors who complete and return, or have
completed and returned, an Eligibility Letter that has been sent
to investors. If you would like to receive this Eligibility
Letter, please contact Global Bondholders Services, the
information agent for offer and consent solicitation, at 212-430-
3774 or 866-470-4200 (U.S. toll free).

The New Notes to be issued to holders of Existing Notes electing
the New Note and Cash Option will not be registered under the
Securities Act of 1933, as amended, and will only be offered in
the United States to qualified institutional buyers or
institutional accredited investors in private transactions in
reliance upon an exemption from registration under the Securities
Act and outside the United States to persons other than U.S.
persons in off-shore transactions in reliance upon Regulation S
under the Securities Act.


PG&E NATIONAL: USGen Wants to Pull Plug on Quebec Transfer Pact
---------------------------------------------------------------
USGen New England, Inc. is a party to a Quebec Interconnection
Transfer Agreement with New England Power Company, dated
September 1, 1998.  Pursuant to the Transfer Agreement, New
England Power Company reassigned to USGen its benefits, rights,
and privileges under various agreements to transmit electric
energy on certain high voltage direct current interconnection
facilities electrically connecting Hydro-Quebec, a Canadian
utility, to utilities in the Northeastern United States,
specifically, at the Cornerford Generating Station in New
Hampshire and at the Sandy Pond Substation in Massachusetts.

Under the HVDC Agreements, NEP has the right to use 18% of the
transmission capacity of the HVDC Facilities and an obligation to
pay to the owners of the HVDC Facilities, on a monthly basis, a
corresponding percentage of the operation, maintenance, and
capital costs of the facilities.

Pursuant to the Transfer Agreement, USGen has the right to use
NEP's transmission use rights in the HVDC Facilities and is
obligated to pay to NEP amounts equal to the Support Payments NEP
is required to pay to the owners of the HVDC Facilities.  USGen
is also required to make the payments to NEP even if it does not
use all or any or the reassigned transmission use rights.  The
Transfer Agreement does not transfer to USGen any ownership,
operation or control rights in the HVDC Facilities, rather, USGen
is a transmission customer of the HVDC Facilities owners.

The Transfer Agreement remains in effect until all payments
required from USGen and NEP to each other for the last month in
which HVDC Agreements are made.  The HVDC Agreement -- and hence
the Transfer Agreement -- terminate in December 2020.

Since 2001, USGen has not needed the transmission capacity.  
Based on the 12-month period ending June 2003, the Transfer
Agreement represents an above-market, annual net cost to USGen in
excess of $10,000,000.  The Transfer Agreement will continue to
result in a sizable above-market, net cost to USGen for its
remaining term.  In view of this, USGen decided to reject the
Transfer Agreement.

According to John Lucian, Esq., at Blank Rome LLP, in Baltimore,
Maryland, the Transfer Agreement does not relate to or involve
sales of power to traditional public utilities that serve retail
load.  The rejection of the Transfer Agreement would not
adversely affect USGen's retail customers because USGen will only
cease using certain wholesale transmission rights.  USGen can
generate adequate supply of energy itself.  On the infrequent
occasions where it would have a shortfall, it is more economic
for USGen to cover for the shortfall by making market purchases
and making alternative arrangements for delivered energy.

Mr. Lucian says that the Transfer Agreement imposes excessive
cost and expense to USGen's estate without corresponding
benefits.  The Transfer Agreement is neither needed nor desirable
for USGen's continued operations.

In a Court-approved stipulation, USGen and NEP agree that:

   (a) Both parties will perform under the Transfer Agreement
       until April 1, 2004;

   (b) The Transfer Agreement is deemed rejected as of April 2,
       2004;

   (c) NEP may, but is not required to, make any filings with the
       Federal Energy Regulatory Commission.  NEP finds the FERC
       filing necessary to effectuate the termination of the
       Transfer Agreement.  NEP will not take any action or cause
       any third party to take any actions before the FERC that
       is inconsistent with any filing NEP chooses to make with
       the FERC;

   (d) Nothing will affect or discharge both parties' obligations
       under any other agreement between them;

   (e) NEP may assert a claim for damages in connection with the
       Transfer Agreement, provided that:

       -- the claim will be reduced by the amount of NEP's costs
          under the agreements that are assigned by the Transfer
          Agreement, which are recovered by NEP through a New
          England Power Pool tariff, Independent System
          Operator-New England tariff, or RTO-NE tariff;

       -- NEP and USGen waive any argument that the Transfer
          Agreement is integrated with any other agreements; and

       -- NEP and USGen acknowledge that they have no right to
          set off any claim or damages from the rejection of the
          Transfer Agreement with respect to any obligations owed
          under other agreements;

   (f) USGen is authorized to relinquish and convey to NEP its
       voting rights relating to the Transfer Agreement and
       voting rights arising from the Underlying Agreements as
       the voting rights relate to the Interconnection Rights
       Holders Management Committee or the Advisory Committee
       under the DC Support Agreements, so that NEP may
       expeditiously exercise those voting rights, provided that
       NEP will not exercise its voting rights in a manner that
       is detrimental to USGen.  Furthermore, USGen acknowledges
       and agrees that any settlement, plan, tariff filing or
       other agreement with an implementation date after April 1,
       2004 providing for the recovery of support costs for the
       HQ Phase I/II facilities under a NEPOOL tariff, RTO-NE
       tariff or ISO-NE tariff would not be detrimental to USGen
       so long as it is not treated differently than other
       participants in the same sector or market participants in
       the same category; and

   (g) NEP and USGen will promptly act, execute and deliver
       additional agreements and instruments, as the other party
       may at any time reasonably request in connection with the
       termination of the Transfer Agreement and the
       relinquishment and conveyance of the voting rights and
       other agreements and instruments as are necessary to
       implement the Stipulation, including any notifications
       or filings that may be required by the ISO-NE or NEPOOL.
       (PG&E National Bankruptcy News, Issue No. 11; Bankruptcy
       Creditors' Service, Inc., 215/945-7000)    


PLAYBOY ENTERPRISES: Anticipates Improved Results for 2004
----------------------------------------------------------
Playboy Enterprises Inc. (NYSE: PLA, PLAA) projected that in 2004
the company will return to EPS profitability and that operating
income will increase to $30 million, a 20% increase over
anticipated 2003 operating income, on an approximately 5% increase
in revenues.

In remarks delivered at the Credit Suisse First Boston conference
in New York Tuesday, Christie Hefner, chairman and chief executive
officer of PEI, said:  "Looking at 2004, we expect to see
increased profitability in our publishing, online and
entertainment operations as well as in our core licensing
business.  The power of our brand combined with the leading market
positions we hold and the opportunities for growth across our
businesses give us confidence that we will be able to continue the
very positive momentum coming out of this year.

"As our strong year-to-date results demonstrate, our 2003
accomplishments, which included the consolidation of 15
international TV networks into our existing operations, the
introduction of a new editorial direction at Playboy magazine, a
turn to solid profitability in online and dramatic expansion of
our licensing business, were significant," Hefner said.  "Our
focus going forward will be to leverage the momentum from this
year and our 50th anniversary celebration to achieve continued
revenue and profit margin growth and connect with an even greater
number of consumers globally."

Playboy Enterprises (S&P, B Corporate Credit Rating) is a brand-
driven, international multimedia entertainment company that
publishes editions of Playboy magazine around the world; operates
Playboy and Spice television networks and distributes programming
via home video and DVD globally; licenses the Playboy and Spice
trademarks internationally for a range of consumer products and
services; and operates Playboy.com, a leading men's lifestyle and
entertainment Web site.


PORTOLA PACKAGING: Proposes Private Offering of Senior Notes
------------------------------------------------------------
Portola Packaging, Inc., intends to offer, subject to market and
other conditions, $180 million aggregate principal amount of its
Senior Notes due 2011, in a private offering.

Portola intends to use the net proceeds of the anticipated
offering to redeem the entire $110 million aggregate principal
amount of its 10.75% Senior Notes due 2005, and to repay
approximately $40 million of outstanding borrowings under its
existing senior secured credit facility, which Portola intends to
amend and restate in connection with the offering. In addition,
Portola intends to use up to approximately $20 million of the net
proceeds to redeem outstanding redeemable warrants and to
repurchase outstanding shares of its common stock. Any remaining
net proceeds will be used for general corporate purposes. The
offering will be conducted in accordance with Rule 144A and
Regulation S of the Securities Act of 1933.

The securities to be offered will not be registered under the
Securities Act of 1933 or any state securities laws and, unless so
registered, may not be offered or sold in the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act of 1933 and
applicable state securities laws.

At August 31, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $26 million.

Portola Packaging is a leading designer, manufacturer and marketer
of tamper evident plastic closures used in dairy, fruit juice,
bottled water, sports drinks, institutional food products and
other non-carbonated beverage products. The Company also produces
a wide variety of plastic bottles for use in the dairy, water and
juice industries, including various sized high-density bottles, as
well as five-gallon polycarbonate water bottles. In addition, the
Company designs, manufactures and markets capping equipment for
use in high-speed bottling, filling and packaging production lines
as well as manufactures and markets customized five-gallon water
capping and filling systems. The Company is also engaged in the
manufacture and sale of tooling and molds used in the blow molding
industry. For more information about Portola Packaging, visit the
Company's Web site at http://www.portpack.com/


PRIME HOSPITALITY: Inks Management Pact with Hospitality Prop.
--------------------------------------------------------------
Prime Hospitality Corp. (NYSE: PDQ), has entered into an agreement
with Hospitality Properties Trust (NYSE: HPT) for management of 24
AmeriSuites hotels and to manage and re-brand 12 additional hotels
into the Prime Hotels & Resorts family under a combined contract.

The 24 AmeriSuites hotels encompass the hotels that Prime had
defaulted on in lease payments to HPT on July 1, 2003.  Prime has
continued to manage these hotels throughout negotiations.  The 12
hotels being converted to the Prime Hotels & Resorts brand were
previously leased by Wyndham International, Inc. (Amex: WBR) until
default on April 1, 2003.  Afterwards, HPT terminated Wyndham's
occupancy and assigned management to a third party.

The management agreement covers all 36 hotels and will run for 15
years with Prime having two consecutive renewal options of 15
years each for all hotels.  The 36 hotels contain 5,250 rooms and
are located in 19 states.  The agreement between Prime and HPT is
effective on January 1, 2004 and February 1, 2004, for AmeriSuites
and Prime Hotels & Resorts respectively.   

As part of the agreement, HPT will receive an owner's priority
return on $26 million/year plus a share of operating results from
these hotels.  Payment of royalty and management fees due to Prime
will be subordinated to the priority return of HPT, and payment of
the $26 million/year priority return will be guaranteed by Prime
under a limited guarantee.

Also, as part of the agreement, HPT will provide $25 million
during the first two years to pay for re-branding and other
capital improvements, primarily for the 12 hotels converting to
Prime Hotels & Resorts.

"The fact that we were not only able to maintain the management
and brand affiliation of the 24 AmeriSuites, but add 12 Prime
Hotels & Resorts franchises shows our commitment to our brands.  
In addition, we are pleased to continue our relationship with HPT
and appreciate their significant investment in our brand
strategy," said A.F. Petrocelli, Chairman & CEO of Prime.  "With
15 Prime Hotels now scheduled for conversion next year along with
the one currently open, we have begun to grow this new brand on a
national scale."

Prime Hospitality Corp. (S&P, BB- Corporate Credit Rating,
Negative Outlook), one of the nation's premiere lodging companies,
owns, manages, develops and franchises more than 240 hotels
throughout North America.  The Company owns and operates three
proprietary brands, AmeriSuites(R) (all-suites), Prime Hotels &
Resorts(SM) (full-service) and Wellesley Inns & Suites(R) (limited
service).  Also within Prime's portfolio are owned and/or managed
hotels operated under franchise agreements with national hotel
chains including Hilton, Radisson, Sheraton and Holiday Inn.
Prime can be accessed over the Internet at
http://www.primehospitality.com


RITE AID: Will Publish Third-Quarter Results on December 18
-----------------------------------------------------------
Rite Aid Corporation (NYSE, PCX: RAD) will release financial
results for its Third Quarter, which ended November 29, 2003, on
Thursday, December 18, 2003. The company will hold an analyst call
at 10:30 a.m. Eastern Time (7:30 a.m. Pacific Time) with remarks
by Rite Aid's management team. The call will be broadcast via the
internet and can be accessed through the Web sites at
http://www.riteaid.com/and http://www.StreetEvents.com/

A playback of the call will be available on the internet at
http://www.riteaid.com/and http://www.StreetEvents.com/starting  
at 2 p.m. Eastern Time Thursday, December 18. The playback will be
available on both sites until the company's next conference call.

A playback of the call will also be available by telephone for 48
hours beginning at 2 p.m. Eastern Time on December 18 and ending
at 2 p.m. Eastern on December 20. The playback number is 1-800-
642-1687 from within the U.S. and Canada or 1-706-645-9291 from
outside the U.S. and Canada with the seven-digit reservation
number 4464566.

Rite Aid Corporation -- whose August 30, 2003 balance sheet shows
a total shareholders' equity deficit of about $142 million -- is
one of the nation's leading drugstore chains with annual revenues
of nearly $16 billion and approximately 3,400 stores in 28 states
and the District of Columbia. Information about Rite Aid,
including corporate background and press releases, is available
through the company's Web site at http://www.riteaid.com/


R.J. REYNOLDS TOBACCO: Board Declares Quarterly Cash Dividend
-------------------------------------------------------------
The board of directors of R.J. Reynolds Tobacco Holdings, Inc.
(NYSE: RJR) declared a quarterly cash dividend on the company's
common stock of $0.95 per common share, or $3.80 on an annualized
basis.  The dividend is payable Jan. 2, 2004, to stockholders of
record on Dec. 19, 2003.  This is the company's 18th consecutive
quarterly dividend since becoming a publicly traded company in
June 1999.

R.J. Reynolds Tobacco Holdings, Inc. (Fitch, BB+ Guaranteed Senior
Notes and Bank Credit Facility and BB Senior Notes, Negative
Outlook) is the parent company of R.J. Reynolds Tobacco Company
and Santa Fe Natural Tobacco Company, Inc.  R.J. Reynolds Tobacco
Company is the second-largest tobacco company in the United
States, manufacturing about one of every four cigarettes sold in
the United States.  Reynolds Tobacco's product line includes four
of the nation's 10 best-selling cigarette brands:  Camel, Winston,
Salem and Doral.  Santa Fe Natural Tobacco Company, Inc.
manufactures Natural American Spirit cigarettes and other tobacco
products, and markets them both nationally and internationally.  
Copies of RJR's news releases, annual reports, SEC filings and
other financial materials are available on the company's Web site
at http://www.RJRHoldings.com/


ROYAL CARIBBEAN: Board Declares Dividend Payable on December 30
---------------------------------------------------------------
The Board of Directors of Royal Caribbean Cruises Ltd. (NYSE: RCL;
Oslo) has declared a quarterly dividend of 13 cents per share for
shareholders of record at the close of business on December 19,
2003, payable on December 30, 2003.

This is the 41st consecutive quarter Royal Caribbean's Board of
Directors has voted to declare a dividend to shareholders.

Royal Caribbean Cruises Ltd. (S&P, BB+ Corporate Credit Rating,
Negative) is a global cruise vacation company that operates Royal
Caribbean International and Celebrity Cruises, with a combined
total of 25 ships in service and three under construction. The
company also offers unique land-tour vacations in Alaska, Canada
and Europe through its cruise-tour division. Additional
information can be found on http://www.royalcaribbean.com/  
http://www.celebrity.com/or http://www.rclinvestor.com/   


SAFETY-KLEEN: Wins Nod to Sell El Cajon Land for about $1 Mill.
---------------------------------------------------------------
Safety-Kleen Systems, Inc., obtained the Court's permission to
sell a real property located in El Cajon, California to Johnson
Avenue Industrial Center, LP, a California limited partnership,  
Systems also wants to pay a brokerage fee in connection with the
sale.

The El Cajon property consists of 3.43 net acres of land situated
on the southwest corner of Bradley Avenue and Johnson Avenue in
the City of El Cajon, San Diego County, California.  The property
was acquired by Systems to be used in its operations.  However,
Systems never obtained the required permission to begin
construction of a facility on the property.  As a result, the El
Cajon property was never used by Systems or any of the other
Debtors.

Systems intends to convey its interest in the El Cajon property to
Johnson Avenue for $977,000, subject to the satisfaction of title
inquiry, not later than the Closing Date, which will occur after
the inspection period has run and title has been shown to be
satisfactory.

The initial purchase price under the Sale Agreement was
$1,000,000, but the agreement was subsequently amended to
$977,000.  Johnson Avenue then deposited $100,000 into escrow as
earnest money.  On the first business date after the contingency
date, Johnson Avenue will deposit into escrow an additional
$400,000.  No later than one business day before Closing, Johnson
Avenue will deposit the balance of the purchase price, together
with its share of all closing costs and prorations of taxes,
insurance, and other customary charges.

Systems will also indemnify Johnson Avenue and related parties
from any claims arising from Systems breach of any agreements,
covenants, representations or warranties under the Sale Agreement.  
Johnson Avenue will indemnify Systems and its related parties from
any claims arising from its breach of the agreements, covenants,
representations or warranties under the sale, or any liabilities
relating to any debt or obligation Johnson Avenue expressly
assumed under the Sale Agreement or arising in connection with the
existence of hazardous materials in, on, under or about the El
Cajon property, including remediation costs.

Systems will pay a 6% commission, or $58,622, to Cushman &
Wakefield as the broker for Systems in the sale. (Safety-Kleen
Bankruptcy News, Issue No. 69; Bankruptcy Creditors' Service,
Inc., 215/945-7000)    


SAMSONITE CORP: Red Ink Continued to Flow in Third Quarter 2003
---------------------------------------------------------------
Samsonite Corporation (OTC Bulletin Board: SAMC) reported revenues
of $202.4 million, operating income of $17.2 million and net loss
to common stockholders of $626 thousand, or less than $0.01 per
share, for the quarter ended October 31, 2003.  

These results compare to revenue of $201.9 million, operating
income of $21.8 million and net loss to common stockholders of
$3.3 million, or $0.17 per share, for the third quarter of the
prior year.  Preferred stock dividends of $3.3 million for the
current quarter and $10.9 million for the prior year are reflected
in the net loss to common stockholders.

Adjusted EBITDA (earnings before interest expense, taxes,
depreciation, amortization, and minority interest, adjusted to
exclude restructuring provisions and expenses and to include
realized hedge gains and losses), a measure of core business cash
flow, was $21.9 million for the quarter compared to $25.6 million
in the third quarter of the prior year.

Revenues for the nine months ended October 31, 2003 were $556.5
million compared to revenues of $549.5 million during the same
nine-month period in the prior year.  Operating earnings for the
first nine months of the year were $46.3 million compared to $44.6
million during the prior year.  Operating earnings in the prior
year reflect $2.7 million of provisions for restructuring and
asset impairment and restructuring related expenses of $3.1
million.  Net loss to common stockholders for the first nine
months of the year was $31.5 million, or $0.35 per share, versus a
net loss of $37.2 million, or $1.87 per share, during the prior
year.  Net loss to common stockholders includes charges of $27.8
million in the current year and $31.6 million in the prior year
for preferred stock dividends.  Adjusted EBITDA for the first nine
months of the current year was $59.2 million versus $62.1 million
for the same period in the prior year.

Chief Executive Officer, Luc Van Nevel, commented: "Operating
results for the third quarter reflect a weakness in sales in the
European markets and recovering sales volumes in the United States
and Asia.  Sales volumes in our major European markets, Germany,
France and the United Kingdom continue to suffer from weak
economic conditions and increased price competition due to the
effect of the strong euro currency lowering product costs.  With
the exception of retail sales in September, which were negatively
impacted by East Coast storms, monthly sales in the United States
continue to recover from the Iraq war and the effects of SARS
outbreak last spring.  By the end of the quarter, monthly sales in
Asia were back to more normal levels.

"The consummation of our recapitalization on July 31, 2003 was a
significant event for Samsonite.  With the recapitalization
efforts completed, management and its new board of directors are
now focusing on strategies to grow and improve the Company's
operations to create the top performing company we are confident
Samsonite can become."

Samsonite Corporation will hold a conference call with securities
analysts to discuss third quarter operating results at 11:00 a.m.
Eastern Daylight Time today.  Investors and interested members of
the public are invited to listen to the discussion.  The dial-in
phone number is (877) 809-7599 in the U.S. and (706) 679-6135 for
international calls, the conference name is Samsonite and the
conference ID # is 4242194.  The leader of the call is Luc Van
Nevel.  If you cannot attend this call, it will be played back
through December 31, 2003.  The playback number is (800) 642-1687
in the U.S. and (706) 645-9291 for international calls, and the
conference ID # is 4242194.

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


SEPRACOR: S&P Rates $600MM Convertible Senior Sub. Notes at CCC
---------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'CCC' subordinated
debt rating to Sepracor Inc.'s $600 million in convertible senior
subordinated notes, consisting of $200 million in zero coupon
Series A convertible subordinated notes due 2008 and $400 million
in zero coupon Series B convertible subordinated notes due 2010.
At the same time, Standard & Poor's affirmed its 'B' corporate
credit rating and 'CCC' subordinated debt ratings on Sepracor. The
outlook remains stable.

Proceeds from the offering will be mainly used to redeem all
outstanding 5.75% convertible subordinated notes due 2006, which,
along with related unpaid interest, amount to approximately $435
million.

"The speculative-grade ratings on emerging specialty
pharmaceutical company Sepracor Inc. reflect the significant cash
outflows needed to fund ongoing R&D expenditures and increasing
marketing costs," said Standard & Poor's credit analyst Arthur
Wong. "The ratings also reflect the company's heavy debt burden
and the significant uncertainties inherent in drug development.
These negative factors are partially offset by the growing sales
of Sepracor's asthma drug Xopenex and the promise of the company's
sleep disorder medication Estorra."

Marlborough, Massachusetts-based Sepracor specializes in the
development of improved single-isomer versions of existing drugs
that may have fewer side effects or increased potency.

Sales of the company's first self-marketed product, the asthma
treatment Xopenex (a patented, single-isomer version of generic
albuterol, co-promoted with Abbott Laboratories), were $187
million for the nine months ended Sept 30, 2003, up more than 50%
from the same period in the previous year. The product is expected
to achieve sales of roughly $265 million for the full-year 2003,
and future sales growth may be driven by a metered-dose inhaler
version now in Phase III clinical trials.

Meanwhile, Sepracor expects a response from the FDA regarding the
approval of its sleep-disorder medication Estorra by Feb. 29,
2004. The level of cash flow generated by the product will be a
key determinant of Sepracor's ability to meet its future debt
obligations. The U.S. market for prescription sleep products is
estimated to be roughly $1.5 billion and Estorra may have a more
favorable side-effect profile than other currently marketed
treatments.


SLATER STEEL: Auctioning-Off Assets Tomorrow at 10 a.m.
-------------------------------------------------------
Slater Lemont Corporation, a debtor-affiliate of Slater Steel
U.S., Inc., is auctioning-off its assets relating to its Lemont,
Illinois, facility tomorrow at 10:00 a.m., Central Time. The
auction will be held at the offices of the Debtors' Counsel, Jones
Day, located at 77 West Wacker, Chicago, Illinois 60601.

Pursuant to bankruptcy court-approved bidding procedures, the
auction may be adjourned to a later date or moved to a different
location.

A hearing to approve the sale of the assets to the highest and
best bidder will convene on Dec. 16, 2003, at 11:30 a.m., before
the Honorable Mary F. Walrath.

A deadline to object to the asset sale will be established, if
necessary, at a later date.

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


SOUTHWEST ROYALTIES: S&P Ups Credit Rating 3 Notches to CCC
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
ratings on exploration and production company Southwest Royalties
Inc. to 'CCC' from 'CC'. In addition, the outlook has been revised
to stable.

Delaware-based Southwest has about $125 million in outstanding
debt as of Nov. 1, 2003.

"The rating action reflects the recent refinancing activity at
Southwest," noted Standard & Poor's credit analyst Scott A.
Beicke. "This year's elevated price environment has allowed
Southwest to lock-in favorable hedges for about 50% of its
production through 2008," he continued.

These favorable hedges instilled enough confidence in lenders to:

     -- Extend the company's secured credit facility to June 2006
        from April 2004;

     -- Increase the secured credit facility's borrowing base to
        $75 million from $60 million; and

     -- Grant a $40 million secured term loan maturing in 2008.
     
Southwest used the proceeds from the higher borrowing base and the
term loan to repay $60 million of debt scheduled to mature in
2004. This leaves the company with a more manageable $8.8 million
of maturities in 2004, and no other debt maturities until 2006.

However, room for further upward movement is extremely limited.
Although Southwest continues to benefit from elevated oil and gas
prices on its unhedged production, the company's annual cash flow
is insufficient to replace its production (about two million
barrels of oil equivalent using more normalized commodity prices.

The stable outlook reflects Southwest's ability to survive over
the near term, due to recent refinancing activities and hedging
implementation. However, the company faces significant debt
maturities in 2006 and 2008 that may necessitate a
recapitalization, either in or out of bankruptcy.


SOUTHWESTERN WATER: Commences Chapter 7 Liquidation in Texas
------------------------------------------------------------
On November 20, 2003, Southwestern Water Exploration Company,
doing business as Aqua4, Inc., filed a voluntary petition in
bankruptcy in the United States Bankruptcy Court for the Southern
District of Texas under Title 11, Chapter 7 of the United States
Code. The case was assigned # 03-46510-H3-7.  Mr. Joseph Hill was
appointed bankruptcy trustee on November 20, 2003.

Mr. J. David Hershberger has resigned as a director of the Company
effective as of October 21, 2003.

The law firm of Brownstein, Hyatt & Farber, P.C. has withdrawn its
representation of the Company in the United States District Court
for the District of Colorado (case # 03-CV-367: Southwestern Water
Exploration Company et al v. Misner et al). On October 29, 2003,
the court granted Brownstein's motion to withdraw as counsel.


SPIEGEL GROUP: Intends to Implement Information Sharing Protocol
----------------------------------------------------------------
The Spiegel Group Debtors and the Creditors Committee believe that
creating a procedure for keeping the Prepetition Lenders informed
throughout the Debtors' reorganization inures to the benefit of
the Debtors' estates and their creditors.  James L. Garrity, Esq.,
at Shearman & Sterling LLP, in New York, tells the Court that over
75% of the Debtors' outstanding general unsecured claims pool is
comprised of debt claims held by the Prepetition Lenders under
certain credit facilities, making the Prepetition Lenders the
largest unsecured creditor constituency by a wide margin.  
Throughout the Debtors' Chapter 11 cases, many members of this
important and very active constituency have approached the Debtors
and the Committee to request access to certain confidential
financial information about the Debtors, including the financial
projections, the proposed business plan, updated financial
statements, and other information related to the Debtors'
businesses and bankruptcy proceedings.  The Debtors and the
Committee recognize that any consensual reorganization plan filed
by the Debtors will need to be approved by the Prepetition
Lenders.

Thus, the Debtors and the Committee seek the Court's authority to
provide confidential information regarding the Debtors'
businesses and bankruptcy cases to the Prepetition Lenders,
provided, however, that each of the Lenders requesting
confidential information execute a Confidentiality and Non-
Trading Agreement prior to receiving any confidential information
from either the Debtors or the Committee.  Furthermore, pursuant
to the agreement, any of the Prepetition Lenders in possession of
confidential information received from the Debtors or the
Committee would be strictly prohibited from trading in the
Debtors' debt or equity securities or any other claims against or
interest in the Debtors, including any sales, assignments or
transfers of participations in bank debt claims while in
possession of the confidential information.  Such an outright
trading restriction on the Debtors' Securities and Claims would
apply regardless of any information blocking policies and
procedures that may otherwise be established or implemented by
any of the Prepetition Lenders.

Mr. Garrity notes that the Debtors and the Committee are not
requesting a court order, which would require the Debtors or the
Committee to provide confidential information to any of the
Prepetition Lenders.  Rather, the Debtors and the Committee
simply request the authority from the Court to provide
confidential information to the Prepetition Lenders as the
Debtors and the Committee deem appropriate.  The amount and
timing of confidential information released would be left to the
discretion of the Debtors and Committee.

Mr. Garrity also informs the Court that the Prepetition Lenders
had retained FTI Consulting as their financial advisor under the
Revolving Credit Facilities over a year before the Petition Date.
Shortly after the Petition Date, however, the Prepetition Lenders
voluntarily released FTI from its engagement as advisor so that
FTI could represent the Committee as its financial advisor.  When
the Prepetition Lenders released FTI, they anticipated that they
would have some continued access to FTI's work product and
information, which is impossible due to the Committee
confidentiality restrictions.  Should the Court allow the sharing
of information, the Prepetition Lenders will have some access to
the information and work product provided by their former
financial advisors.

According to Mr. Garrity, information sharing would allow the
Debtors and the Committee to determine what information should be
provided and would require that any Prepetition Lender requesting
confidential information:

   -- execute a confidentiality agreement pledging to keep
      all information received confidential; and

   -- pledge to use the information solely for purposes of
      monitoring and participating in the Debtors' bankruptcy
      cases.

Mr. Garrity adds that any individual Prepetition Lender in
possession of any confidential information received from
the Debtors or the Committee would also be prohibited from
sharing that information with any other Prepetition Lender or
other entity not subject to the Confidentiality Agreement.
Furthermore, any Prepetition Lender in possession of any
confidential information received from the Committee or the
Debtors would be strictly prohibited from trading in any of the
Debtors' Securities and Claims, regardless of any screening walls
or information blocking policies and procedures that may
otherwise be in place or implemented by the Prepetition Lender in
question.

Mr. Garrity assures the Court that the U.S. Trustee's Office
indicated no objection to the request. (Spiegel Bankruptcy News,
Issue No. 16; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


STARWOOD HOTELS: Fitch Affirms BB+ Senior Unsecured Debt Rating
---------------------------------------------------------------
itch Ratings has affirmed the senior unsecured ratings of Starwood
Hotels & Resorts Worldwide Inc. at 'BB+' and has revised the
Ratings Outlook to Stable from Negative.

Current ratings reflect Starwood's strong brands, geographic
diversity, free cash flow generation and solid debt reduction that
has been accelerated through asset sales. Despite a weak economic
and travel environment that has led to steadily declining EBITDA
since the end of 2001, cutbacks in capital spending and cost
reductions, along with asset sales, have supported credit
measures. Year to date, the company has completed $1.1 billion in
asset sales, including the sale of five CIGA assets and 16 non-
strategic hotels. This has led to a reduction in LTM net leverage
to 4.4x versus 4.8x at FYE 2002.

Risk factors to the rating include the uncertainty surrounding the
timing of a full economic recovery, vulnerability to future travel
shocks, continued expense pressures that are likely to slow margin
improvement expected from a rebound in economic conditions, and
limited pricing power as the economy recovers. Industry pricing
remains hindered by shorter booking windows, price transparency
(due to a proliferation of information available on the internet)
and persistent weakness in corporate travel demand.

The change in outlook reflects Fitch's view that the lodging
industry may have reached a trough after three consecutive years
of RevPar declines. Positive RevPAR growth over the next several
years is expected to lead to steady margin growth and bottom-line
improvement. Starwood is among the most heavily leveraged
companies to an actual recovery due to its large owned hotel
portfolio, and its exposure to major urban markets and business
travelers which generally thrive in an upswing. Further growth is
also projected in the company's time-share operations and
franchise operations. With relatively solid credit measures, large
discretionary capital investments, strong liquidity and free cash
flow, Starwood retains flexibility within the rating category in
the event of any change in current economic or travel patterns.

Fitch's expectation for stable and improving lodging demand is
based on a number of indicators, including consistent RevPAR gains
since June (excluding several holiday-shift impacted months in
October), solid group bookings in the first quarter of 2004,
general economic improvement, continued strength in leisure
travel, and evidence of healthier corporate travel activity in
recent months. Barring another external shock, lodging companies
should also benefit from easier comparisons in the first half of
2004 given the negative environment created by the Iraq war,
security alerts and SARs in 2003.

Fitch expects RevPAR growth in a range of 3-4% in 2004, followed
by further improvement in 2005. In 2004, heavy planned capital
expenditures of $600 million and dividend requirements of $170
million are likely to consume free cash flow, and Starwood may be
forced to drawdown on its revolver to fund cash needs.
Nonetheless, leverage is expected to improve to 4.3x versus 4.4x
in 2003 due to improved operating results, and further improvement
in leverage is expected to derive largely from gains in operating
performance rather than debt reduction. Interest coverage is
expected to improve to 3.5x from 3.0x due to lower total debt
levels. Leverage is expected to fall below 4.0x by mid-year 2005,
but stronger economic growth could accelerate this improvement.
Starwood's decision to rapidly expand capital spending in 2004
stems from an expectation that 2004 operating results will improve
significantly, and in the event that results fall substantially
below expectations, can be cut back. Capital expenditures of $600
million would be up from $300 million in 2002 and an estimated
$400 million in 2003.

Starwood's liquidity is strong with $1 billion of available
capacity under the bank lines of credit, and cash balances of $871
million at third quarter end 2003. Cash balances are earmarked for
debt reduction and dividend requirements. In May 2004, $316
million in convertible series B notes may be put to the company,
and may be funded in part through the revolver. Thereafter, the
next material maturity occurs in 2005 when $360 million in 3.5%
convertible notes may be put to the company and $1.3 billion in
bank facilities mature. Starwood debt is 68% fixed, matures in an
average of 6.2 years and have an average cost of 5.5%. Off balance
sheet obligations total approximately $397 million at third
quarter end.


STERLING FIN'L: OTS Approves Merger with Klamath First Bancorp
--------------------------------------------------------------
Sterling Financial Corporation (Nasdaq: STSA) announced that its
acquisition of Klamath First Bancorp, Inc. (Nasdaq: KFBI) and the
merger of Klamath First Federal Savings and Loan Association with
and into Sterling Savings Bank had been approved by the Office of
Thrift Supervision subject to satisfactory compliance with certain
conditions, including receipt of shareholder approval.

On December 11, 2003, Sterling Financial Corporation and Klamath
First Bancorp, Inc. will each hold a special meeting of
shareholders to vote on the merger proposal.

Sterling Financial Corporation of Spokane, Washington, is a
unitary savings and loan holding company, which owns Sterling
Savings Bank.  Sterling Savings Bank is a Washington State-
chartered, federally insured stock savings association, which
opened in April 1983.  Sterling Savings, based in Spokane,
Washington, has branches throughout Washington, Idaho, Oregon and
western Montana.  Through Sterling's wholly owned subsidiaries
Action Mortgage Company and INTERVEST-Mortgage Investment Company,
it operates loan production offices in Washington, Oregon, Idaho
and western Montana.  Sterling's subsidiary Harbor Financial
Services provides non-bank investments, including mutual funds,
variable annuities, and tax-deferred annuities, through regional
representatives throughout Sterling Savings' branch network.  
Sterling's subsidiary Dime Insurance Agency provides commercial
and consumer insurance products through its offices in western
Montana.

Klamath First Bancorp Inc. is the holding company for Klamath
First Federal Savings and Loan Association, organized in 1934.  
Klamath First Federal is a progressive, community-oriented
financial institution that focuses on serving customers within its
primary market area. Accordingly, Klamath First Federal is
primarily engaged in attracting deposits from the general public
through its offices and using those and other available sources of
funds to originate permanent residential one- to four-family real
estate loans within its market area, as well as commercial real
estate and multi-family residential loans, loans to consumers and
loans for commercial purposes. Upon the acquisition of 13 branches
from Washington Mutual in September 2001, Klamath First Federal
had a presence in 26 of Oregon's 36 counties and had two in-store
branches in the State of Washington.

                         *     *     *

As previously reported, Fitch Ratings affirmed its ratings of
Sterling Financial Corporation following the company's
announcement that it has entered into a definitive agreement to
acquire Klamath First Bancorp, Inc.  KFBI, with approximately $1.5
billion in assets, is the holding company for Klamath First
Federal Savings and Loan Association, a savings and loan operating
branches in Oregon and Washington.

                         Ratings Affirmed:

Sterling Financial Corporation

         -- Long-term Issuer 'BB';
         -- Short-term Issuer 'B';
         -- Individual Rating 'C';
         -- Support '5';
         -- Rating Outlook Stable.


TEEKAY SHIPPING: Cancels Additional $58 Million of 8.32% Notes
--------------------------------------------------------------
Teekay Shipping Corporation (NYSE:TK) has cancelled $57.9 million
of its 8.32 percent First Preferred Ship Mortgage Notes which the
Company recently repurchased.

This is in addition to the $57.8 million of Notes the Company
cancelled on Nov. 6, 2003. Effectively this satisfies all of the
2007 and $25.7 million of the 2006 sinking fund payments related
to the Notes. Following this cancellation, approximately $109.3
million of the Notes remain outstanding.

The Company may repurchase additional Notes from time to time in
accordance with applicable laws, regulations and stock exchange
requirements. On Feb. 2, 2004, the Company will use cash to
satisfy a $45 million sinking fund payment applicable to the
Notes. This payment will retire Notes at their face value.

Teekay (S&P, BB+ Corporate Credit Rating, Stable Outlook) is the
leading provider of international crude oil and petroleum product
transportation services, transporting more than 10 percent of the
world's sea-borne oil. With offices in 12 countries, Teekay
employs more than 4,200 seagoing and shore-based staff around the
world. The Company has earned a reputation for safety and
excellence in providing transportation services to major oil
companies, oil traders and government agencies worldwide.

Teekay's common stock is listed on the New York Stock Exchange
where it trades under the symbol "TK".


TEEKAY SHIPPING: Says Amended IMO Regulations Positive for Co.
--------------------------------------------------------------
The International Maritime Organization, a body of the United
Nations, announced stricter regulations governing the tanker
industry on a worldwide basis.

The IMO regulations, scheduled to become effective April 5, 2005,
will accelerate the mandatory phase-out of single-hull tankers as
well as impose a more rigorous inspection regime for older
tankers. The regulations will ban the oldest single-hull tankers,
representing approximately 12 percent of the current world tanker
fleet, from worldwide trading by the end of 2005. It is expected
that a further 25 percent of the existing world tanker fleet will
be excluded from the majority of the oil tanker trades by 2010.

Based on information provided by the IMO, 19 of Teekay Shipping
Corporation's (Teekay)(NYSE:TK) total fleet of 149 vessels will be
affected by the IMO accelerated phase-out schedule, effectively
reducing the economic life of each of these vessels. As a result
of these regulations, the Company expects to take a non-cash
write-down to the book value of certain vessels totaling
approximately $50 to $60 million in the fourth quarter of 2003,
representing approximately 1.5 percent of the Company's total
assets. The Company will be reviewing the depreciation policy of
its non double-hull vessels to reflect the new regulations.

Bjorn Moller, Teekay's President and Chief Executive Officer,
commented, "We view the amended IMO rules as very positive news
for Teekay as one of the world's largest operators of high-quality
modern tonnage. The accelerated phase-out of 12 percent of the
world tanker fleet over the next two years coupled with the
forecasted increase in global oil demand should offset the current
tanker orderbook. As a result, we expect the current tight balance
between tanker supply and demand to continue during this period.
These regulations should also lead to increasingly difficult
trading conditions for single-hull tankers from 2010, if not
sooner. It is therefore appropriate to take a write-down due to
the likely discrimination against single-hull vessels."

The table below compares the composition of Teekay's fleet with
the world tanker fleet as of December 1, 2003. Over 83% of
Teekay's fleet is either double-hull or double-bottom/sided which
are unaffected by the IMO accelerated phase-out schedule, compared
to approximately 68% of the current world tanker fleet.

Vessel Category/Age   Percentage of the    Percentage of the World
                      Teekay Fleet (1)     Tanker Fleet (1) & (2)
-------------------   -----------------    -----------------------
Double-hull                    76.2%                   58.6%
Double-bottom/sides             7.2%                    9.0%
Single-hull (0-15
yrs)                          16.1%                   16.1%
Single-hull (greater
than 15 yrs)                   0.5%                   16.3%

     (1) Based on total deadweight tons (excluding newbuildings
         on order)

     (2) Source: Clarkson Research Studies

Teekay (S&P, BB+ Corporate Credit Rating, Stable Outlook) is the
leading provider of international crude oil and petroleum product
transportation services, transporting more than 10 percent of the
world's sea-borne oil. With offices in 12 countries, Teekay
employs more than 4,200 seagoing and shore-based staff around the
world. The Company has earned a reputation for safety and
excellence in providing transportation services to major oil
companies, oil traders and government agencies worldwide.

Teekay's common stock is listed on the New York Stock Exchange
where it trades under the symbol "TK".


TIGER TELEMATICS: Shareholders Meeting Scheduled for January 16
---------------------------------------------------------------
Tiger Telematics, Inc. will convene a Non Standard Meeting of
Shareholders at the Company's offices located at 10201 Centurion
Parkway North, Ste. 600, Jacksonville, Florida 32256, on
January 16, 2004 at 11:00 a.m. Eastern Standard time, to approve
an increase in the number of authorized common capital shares.

The Company has fixed the close of business on December 5, 2003,
as the Record Date for the determination of Company shareholders
entitled to receive notice of, and to vote at, the Non Standard
Meeting and any adjournment thereof.

The Company's CEO Michael W. Carrender has written a prefacing
letter to the announcement, part of which reads:  "The Company
needs to increase its authorized shares by an additional
250,000,000 to 500,000,000 shares in order to convert debt, fund  
further product development, raise capital and to pursue
acquisitions of technologies  and companies as deemed
appropriate."

                            *    *    *

In its Form 10-K filed with the Securities and Exchange
Commission, Tiger Telematics reported:

From July 3, 2000 through December 31, 2000, the Company incurred
net losses of approximately $665,000 due to the costs associated
with the store openings and the operating costs of new stores  
without the corresponding revenues in the discontinued flooring
segment. For the year ended December 31, 2001, the losses
approximated $1,299,000.  For the year ended December 31, 2002,
the Company had net losses of over $13 million. Although
approximately $7 million of the loss in 2002 was from the non-cash  
write-down  of impaired  good will, the Company had negative cash
flows from operating activities of approximately $713,000 for the
year ended December 31, 2001 and negative cash flows from  
operating  activities for every month of 2002.

The negative cash flows from  operations, as well as the costs  
associated with the Tiger Telematics Ltd.  acquisition and the
acquisition of assets of Comworxx has further strained the
Company's cash flow. Since the Company was not able to generate
positive net cash flows from operations, additional capital was
needed. During  2002 the Company entered into private placement  
transactions with individual investors. In these private placement
transactions, the Company sold shares of its common stock and  
warrants to raise approximately  $876,000 of equity, as disclosed
in note C. During the same period, stockholders converted
approximately $923,000 of debt into equity of the Company.  
Stockholders of the company continue to support the operation  
with substantial loans to sustain operations.

The Company continually monitors operating costs and will take
steps to reduce these costs to improve cash flow from operations
if necessary.  The Company is continually seeking sources of new  
capital to aid the implementation of its business plan. The
Company's private bank financing was not consummated.  As a
part of funding efforts, the Company executed a subscription  
agreement with a private company to sell 7,500,000 shares of
Company Common Stock at $0.20 per share.  This transaction did not
fund in part due to a declining price for the Company's common  
shares.  The fund raising of $10 million that the company was
seeking via Jefferies was not successful.  The Company continues
to seek equity and bank financing form various sources. However,
there can be no assurance that additional financing, capital or
other form of debt financing will be available, or if  available
on terms reasonably acceptable to the Company. The company
continued to issue shares of Common Stock in first quarter 2003 to
settle obligations due for payment and to secure necessary
services.

The Company plans to continue the product development and
distribution  business in the UK. This is going forward as planned
but slower than anticipated due to a lack of funding.  The Company
is concluding  development of its next  generation fleet product
and its new tracker products including child tracker devices.  The
company has mothballed the business of its acquired assets of
Comworxx (acquired on June 25, by the wholly  owned  subsidiary  
Tiger USA.  It no longer plans to launch these  products  due to
the high related cost of the product relative to the projected  
sales price available for such products in the U.S. consumer
retail marketplace.  Based on a post acquisition evaluation of the
assets and market position of Tiger USA, the company determined
that the goodwill from the acquisition was impaired wrote it down
in full in second quarter of 2002.  In third quarter based on its
evaluation, the Company took a further write-down of the remaining
assets purchased of $407,000, effectively  writing off its entire
investment in the purchase agreement.  The Company hired legal
counsel to advise its rights and causes of action against the
seller of the assets and its shareholders possible
misrepresentations in the purchase agreement that a viable
business existed.  The Company has determined  that the business
was not viable and cannot be without a major restructuring and
concessions from shareholders of Comworxx.

The Company's ability to continue as a going concern is totally  
dependent upon its ability to raise sufficient equity or debt  
capital to accomplish these objectives and to offset any future  
operating losses that may be incurred until positive cash flows
can be generated from  operations.  In the current economic
environment this has not been easy task.Management intends to
raise capital by issuing shares as required to fund working  
capital needs although there are no assurances of success.


TYCO INT'L: Appoints David Polk as VP for Media Relations
---------------------------------------------------------
Tyco International Ltd. (NYSE: TYC, BSX: TYC, LSE: TYI) announced
the appointment of David Polk as Vice President, Media Relations
and Gwendolyn Fisher as Director, Media Relations.

Mr. Polk joins Tyco from Raytheon Company, where he most recently
served as Vice President, Communications for the company's
Integrated Defense Systems business, overseeing all communications
and public affairs activities for the segment, which produces the
Patriot missile and other advanced defense systems.  In his
position as Vice President of Media Relations, Mr. Polk will
direct Tyco's communications and media relations activities across
the company and fulfill the role of primary company spokesperson
and chief media strategist.  Mr. Polk reports to Charles Young,
Senior Vice President, Marketing and Communications.

Ms. Fisher comes to Tyco from Merck & Co. Inc., where she most  
recently held the position of Manager, Global Product
Communications, overseeing global press relations programs and
providing public relations counsel to Merck subsidiaries around
the world.  As Director of Media Relations, Ms. Fisher will serve
as a company spokesperson and media strategist, directing special
projects, and coordinating media activities with Tyco's business
segments. She will report to Mr. Polk.

Charles Young said: "Dave and Gwen are outstanding public
relations leaders, and their addition reflects Tyco's commitment
to building a world-class team to communicate our goals and
achievements to a variety of constituencies.  With their
experience at highly regarded public companies, they bring the
expertise, business acumen and high ethical standards we'll need
for this important task."

Mr. Polk said: "Tyco is a tremendous company with great people,
products and customers.  I'm looking forward to helping develop
and implement strategies that spread the word of Tyco's qualities
to all of our stakeholders."

Ms. Fisher said: "Joining Tyco represents a unique opportunity to
help elevate communications about the extraordinary value of this
company and its contributions to society. I am pleased and excited
to be here."

Mr. Polk spent nearly five years at Raytheon where he also served
as Director of Corporate Media Relations, responsible for
financial communications with the news media, crisis
communications, and issues management for the $17 billion defense
and aerospace firm.

Prior to Raytheon, Mr. Polk held leadership communications
positions at General Motors Corporation and Amoco Corporation. He
began his career as an assistant editor for Johnson Publishing
Company, publisher of Ebony and Jet magazines. He holds a law
degree from Chicago-Kent College of Law and a bachelor's degree in
Journalism from Bradley University.  He has also completed an
executive development program at Dartmouth University's Amos Tuck
School of Business.

Gwen Fisher held a number of communications positions during her
nearly seven-year career at Merck.  Prior to her role as Manager,
Global Product Communications, she served as Manager, Media
Relations, where she was a corporate spokesperson on a range of
company issues, including those pertaining to finance,
acquisitions, policy, philanthropy, and human resources.  
Ms. Fisher began her career at Merck as Manager, Corporate
Communications, where she had employee communications
responsibilities and developed and implemented strategic
communications plans for a number of corporate initiatives,
including a global ethics program.

Ms. Fisher also served in communications roles at Transamerica
Life Companies, ARCO and Children's Hospital of Los Angeles.  She
holds an M.B.A. degree from the Anderson School of Management,
University of California at Los Angeles and a B.A. degree from
Washington State University.

Tyco International Ltd. (Fitch, BB+ Senior Unsecured Debt and B
Commercial Paper Ratings, Stable Outlook) is a diversified
manufacturing and service company.  Tyco is the world's largest
manufacturer and servicer of electrical and electronic components;
the world's largest manufacturer, installer and provider of fire
protection systems and electronic security services; and the
world's largest manufacturer of specialty valves.  Tyco also holds
strong leadership positions in medical device products, and
plastics and adhesives. Tyco operates in more than 100 countries
and had fiscal 2003 revenues from continuing operations of
approximately $37 billion.


UNITED AGRI: S&P Assigns B+ Credit Rating with Stable Outlook
-------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to crop protection and agriculture distributor
United Agri Products Inc. At the same time, Standard & Poor's
assigned its 'BB-' rating to UAP's proposed $500 million senior
secured credit facility. Standard & Poor's also assigned a 'B'
rating to the company's proposed $215 million senior unsecured
notes due 2011.

Proceeds from the senior unsecured notes will be used to repay the
bridge facility put in place to partially finance the leveraged
buyout of UAP Holding Corp. from ConAgra Foods Inc.
(BBB+/Stable/A-2). On Oct. 29, 2003, Apollo Management L.P.
entered into an agreement to acquire UAP from ConAgra for a total
purchase price of $581.5 million. The transaction closed on
Nov. 24. 2003.

UAP's proposed secured facility is rated one notch above the
corporate credit rating, reflecting a high expectation of full
recovery of principal in a default or bankruptcy scenario. A
recovery rating of 1 is assigned. The company's senior unsecured
notes are rated one notch below the corporate credit rating,
reflecting their junior position to the large amount of secured
debt in the capital structure.

The outlook on the Greeley, Colorado-based UAP is stable.

"The ratings reflect UAP's high debt levels and its participation
in a highly variable and competitive farm supply industry," said
Standard & Poor's credit analyst Ronald Neysmith. "Somewhat
mitigating these factors are the company's national distribution
channels and defendable market share."

UAP, with about 350 distribution centers, is a leading national
supplier of crop production inputs and services to farmers.
Approximately 66% of UAP sales come from crop protection chemicals
(fungicides, herbicides, and insecticides) in which the company
holds leading market shares by region. The company operates
through two divisions. The distribution division purchases
agricultural input products from third parties and resells them
to growers and regional dealers. The products division formulates
proprietary items and provides blending and formulation services
for UAP's private-label brands and third parties.

Growth trends for the chemical and fertilizer sectors are expected
to be flat for the next couple of years as higher volumes are
offset by pricing declines driven by patent roll-offs. The
fertilizer line, meanwhile, has been partially pressured by
natural gas pricing. Seed products, however, are expected to
perform better as the company bundles seeds with complementary
chemicals and as genetically modified crops become more accepted.


US AIRWAYS: Hall Class Claimants Withdraw $40-Billion Claim
-----------------------------------------------------------
On November 4, 2002, the Hall Class Claimants filed Claim No.
1600, asserting a prepetition unsecured claim for $40,045,366,899
against US Airways Inc., for damages.  On January 24, 2003, the
Reorganized Debtors objected to the Claim.  In April 2003, the
Hall Class informed the Debtors that they intended to withdraw
Claim No. 1600 without prejudice to any administrative or post-
effective date claims.

Now, the Reorganized Debtors and the Hall Class Claimants agree
that the Hall Class will withdraw Claim No. 1600, without
affecting the rights surrounding Claim No. 5584 and any other
claims.  Claim No. 1600 is withdrawn with prejudice and expunged.
(US Airways Bankruptcy News, Issue No. 43; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


VSOURCE: Names Ted Crawford and Howard Buff to Head HCM Services
----------------------------------------------------------------
Vsource, Inc. (OTC Bulletin Board: VSCE), an innovative leader in
providing customized global business process outsourcing services
to clients worldwide, announced the launch of its newly expanded
Human Capital Management services for small and mid-market
businesses in the U.S.  Vsource has selected two industry
veterans, Ted Crawford and Howard Buff, to spearhead the HCM
services.

According to Phil Kelly, Vsource Chairman and CEO, the company's
entry into the HCM business reflects Vsource's ongoing commitment
to growth and expansion into new markets to better serve clients
around the globe.

"After years of delivering superior BPO services to clients
worldwide, we are truly excited about expanding into the HCM
market," said Kelly.  "Through our unique service delivery model,
Vsource is able to bring the exceptional service levels typically
reserved for our Fortune 500 and Global 500 clients to small and
mid market business owners."

According to Gartner Dataquest, the human resource outsourcing
market is expected to grow to $55 billion by 2005.  "Vsource has
developed its HCM solutions to meet this growing market need,"
said Braden Waverley, President of Vsource.  "Our HCM services
will focus on helping small and mid-market businesses achieve
operational efficiencies and increase productivity, while reducing
cost and risk."

Vsource offers a complete range of outsourced HR solutions, which
include: Human Resource Management; Health and Welfare including a
comprehensive medical package; Administrative Services including
payroll and regulatory compliance; and Risk Management.

Vsource has selected Ted Crawford and Howard Buff to lead the
development and execution of HCM solutions.  Mr. Crawford joins
Vsource as President of HCM Solutions and brings tremendous depth
of experience in the HR outsourcing industry.  He has held
executive positions at leading companies such as Administaff,
Alliance One, and C.S.I.

Howard Buff will serve as Chief Operating Officer of HCM Solutions
and will oversee all operations, insurance and administration
functions for the HCM division.  Mr. Buff hails from Administaff
and Paychex with over 18 years of senior management experience
within the business services industry.

"We have selected executives with the experience and leadership
crucial to providing the best total HCM services to benefit our
clients," said Kelly. "As we expand our service offerings, these
talented individuals will be instrumental in guiding our efforts
as part of our commitment to providing the highest level of
service to small and medium sized businesses."

Vsource, Inc., headquartered in La Jolla, Calif., provides
customized business process outsourcing services to clients
worldwide.  Under Vsource Client Outsourcing Solutions, Vsource
delivers superior BPO solutions to Fortune 500 and Global 500
organizations.  Vsource COS include: Human Resource Solutions,
Warranty Solutions, Sales Solutions, and Vsource Foundation
Solutions, which include Customer Relationship Management,
Financial Services, Travel and Expense Claims, and Supply Chain
Management.  Under Vsource Human Capital Management solutions,
Vsource delivers Fortune 500 reliability to small and medium-sized
businesses in the U.S.  HCM solutions include: HR Management,
Health & Welfare, Administrative Services, and Risk Management.  
For more information, logon to: http://www.vsource.com

At July 31, 2003, Vsource balance sheet shows a total
shareholders' equity deficit of about $2.6 million.    


WOODWORKERS WAREHOUSE: Gets OK to Use Lenders' Cash Collateral
--------------------------------------------------------------
Woodworkers Warehouse, Inc., sought and obtained approval from the
U.S. Bankruptcy Court for the District of Delaware to use its
Lender's Cash Collateral to continue financing ongoing operations.

Bank of America, N.A., Foothill Capital Corporation and
Transamerica Business Capital Corporation provided a $30,000,000
prepetition revolving credit facility to the Debtor.  As of the
Petition Date, the Debtor owed the Lenders $12,000,000.  The
Debtor acknowledges that it granted to the Lenders, a first
priority and perfected security interest and lien to secure the
Prepetition Indebtedness and a right to setoff against the
Debtor's rights, title and interests to all its property.

The Debtor reports a continuing and present need to use Cash
Collateral. The Debtor's ability to meet payroll and other
operating expenses is essential to preserve and maintain the value
of its business in order to effectuate an orderly sale,
liquidation and wind-down of its assets.

In the absence of Cash Collateral use, any continued operation
would likely cease, and serious and irreparable harm to the Debtor
and its assets would occur.  

The Court grants the Debtor's request to use its Lenders' Cash
Collateral, in accordance with this Weekly Budget:

                            13-Dec  20-Dec 27-Dec  3-Jan  10-Jan
                            ------  ------ ------  -----  ------   
  Cash Receipts             10,042  1,193    176    478     187
  Cash Disbursements           772    278    565    453   1,184
  Net Cash                   9,268    915   (388)    25    (998)

                            17-Jan  24-Jan  31-Jan  7-Feb
                            ------  ------  ------  -----
  Cash Receipts              1,065    133    339    136
  Cash Disbursements           180    386    283    224
  Net Cash                     885   (253)    57    (88)

Headquartered in Lynn, Massachusetts, Woodworkers Warehouse, Inc.,
is a retailer of woodworking equipment and accessories. The
Company filed for chapter 11 protection on December 2, 2003
(Bankr. Del. Case No. 03-13655).  Christopher A. Ward, Esq., at
The Bayard Firm represent the Debtor in its restructuring efforts.  
When the Company filed for protection from its creditors, it
listed $28,366,000 in total assets and $34,669,000 in total debts.


WORLDCOM: Harford County Seeks Allowance of Admin Expense Claim
---------------------------------------------------------------
Harford County, Maryland is obligated and authorized under
Maryland law to collect taxes from all corporations doing
business in Harford County.  Harford County determined that three
of the Worldcom Debtors have not paid their taxes plus applicable
interest, penalties, fees, etc. for the fiscal year 2002-2003.  
The Debtors are:

   WorldCom Entity              Type of Taxes         Amount
   ----------------             -------------         -------  
   MCI Metro Access
   Transmission Services, Inc.  public utility        $26,263

   MCI WorldCom Network
   Services, Inc.               public utility      1,785,385
       
   SkyTel Corp.                 personal property       1,990

By this motion, Harford County asks Judge Gonzalez to allow the
Debtors' unpaid taxes as administrative expenses pursuant to
Section 503 of the Bankruptcy Code, and to direct the Debtors to
pay the Taxes in full.  Alternatively, Harford County seeks the
Court's permission to file late claims arising from the taxes, to
the extent necessary.

According to Patrick L. Hayden, Esq., at McGuireWoods LLP, in New
York, the Maryland Department of Taxation notified these Debtors
of the assessment of the value of their properties on:

           Debtor                       Date
           ------                       ----
         MCI Metro Access           September 13, 2002
         MCI WorldCom Network       September 19, 2002

Both Debtors appealed the assessments to the Maryland Department
of Taxation.  Consequently, the Maryland Department certified the
assessment to Harford County in regard to:

           Debtor                       Date
           ------                       ----
         MCI Metro Access           January 16, 2003
         MCI WorldCom Network       January 17, 2003
         SkyTel Corp.               February 4, 2003

Until receipt of the Final Assessments, Harford County did not
receive any communication from the Maryland Department regarding
the properties subject to the Taxes.

Mr. Hayden informs the Court that after receiving the Final
Assessments, in the ordinary course, Harford County processed
them, calculated the tax, and printed bills for the Taxes.  
Harford County then sent the bills to the three Debtors.  

Mr. Hayden explains that the Debtors' Taxes were due upon the
issuance of each of the Bills which states that:

   -- the entities would receive a discount on certain portions
      of the taxes if the Bills are paid within 30 days; and

   -- the Debtor entity would be subject to interest charges if
      the Bill becomes overdue.

At the onset of 2003, Mr. Hayden relates that the Debtors became
delinquent.  Thereafter, Harford County contacted the Debtors
inquiring about the delinquent Taxes.  The Debtors indicated that
they would not be paying the Taxes, apparently based on the
assumption that the Taxes were prepetition claims.  To date, the
Taxes remain unpaid, Mr. Hayden says.

Mr. Hayden recalls that on December 9, 2002, Harford County filed
proofs of claim against certain of the Debtors for all
prepetition outstanding tax liability for which the Maryland
Department certified an assessment.  Accordingly, proofs of claim
on account of the Taxes were not filed at that time.

On September 12, 2003, the Court approved a stipulation between
Harford County, Maryland and the Debtors with Respect to
Confirmation of the Debtors' Plan of Reorganization.  Pursuant to
the Order, the Court ruled that:   

    "In the event Harford possesses a Claim that is not an
    Allowed Claim, nothing in the Order will affect Harford's
    rights, if any, afforded under Section 506(d)(2) of the
    Bankruptcy Code and other applicable law."

Mr. Hayden asserts that the Court should allow the Taxes as
administrative expenses pursuant to Section 503 of the Bankruptcy
Code, which states that:

    "any tax . . . incurred by the estate" after the bankruptcy
    filing constitutes an administrative expense.   

Since the estates incurred the Taxes after the bankruptcy filing,
these are considered administrative expenses.   In the
alternative, the Court should allow Harford County to file Late
Claims because Harford County's failure to timely file proofs of
claim in regard to the Taxes was the result of "excusable
neglect." (Worldcom Bankruptcy News, Issue No. 44; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   

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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.

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